UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~March 28, ~~2020~~2021

☐

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

Commission File No. 001-36230

TRIBUNE PUBLISHING COMPANY

(Exact name of registrant as specified in its charter)


Delaware						38-3919441
(State or other jurisdiction of incorporation or organization)						(I.R.S. employer identification no.)

~~160 N. Stetson~~560 W. Grand Avenue
Chicago, Illinois						~~60601~~60654
(Address of principal executive offices)						(Zip code)

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

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

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


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

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

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

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


Large accelerated filer ☐						Accelerated filer ☑
Non-accelerated filer ☐						Smaller reporting company ☐
						Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

Class

Outstanding at ~~August 3, 2020~~May 4, 2021

Common Stock, $0.01 par value

~~36,522,269~~36,874,348

TRIBUNE PUBLISHING COMPANY

FORM 10-Q

TABLE OF CONTENTS

Page

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited)

Item 2.

Management's Discussion and Analysis

of Financial Condition and Results of Operations

2723

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

3629

Item 4.

Controls and Procedures

PART II

Item 1.

Item 1A.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

3829

Item 3.

Defaults Upon Senior Securities

3829

Item 4.

Mine Safety Disclosures

Item 5.

Item 6.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

The statements contained in this Quarterly Report on Form 10-Q, as well as the information contained in the notes to our Consolidated Financial Statements, include certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are based largely on our current expectations and reflect various estimates and assumptions by us. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties, which in some instances are beyond our control, include, without limitation, the acquisition of the Company by Alden Global Capital may not be completed in a timely manner or at all; the effect of the novel coronavirus (“COVID-19”) and related governmental and economic responses; ~~changes in advertising demand,~~ circulation levels and audience shares; changes in advertising demand; competition and other economic conditions; our ability to develop and grow our online businesses; changes in newsprint price and availability; our ability to maintain data security and comply with privacy-related laws; economic and market conditions that could impact the level of our required contributions to the defined benefit pension plans to which we contribute; decisions by trustees under rehabilitation plans (if applicable) or other contributing employers with respect to multiemployer plans to which we contribute which could impact the level of our contributions; our ability to maintain effective internal control over financial reporting; concentration of stock ownership among our principal stockholders whose interest may differ from those of other stockholders; and other events beyond our control that may result in unexpected adverse operating results. ~~For specific risks related to the COVID-19 pandemic, refer to Item 1A. Risk Factors in this~~ ~~Quarterly Report on Form 10-Q~~. For more information about these and other risks, see “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March ~~11, 2020,~~8, 2021, and in our other filings with the SEC.

The words “believe,” “expect,” “anticipate,” “estimate,” “could,” “should,” “intend,” “may,” “will,” “plan,” “seek” and similar expressions generally identify forward-looking statements. However, such words are not the exclusive means for identifying forward-looking statements, and their absence does not mean that the statement is not forward looking. Whether or not any such forward-looking statements, in fact occur will depend on future events, some of which are beyond our control. Readers are cautioned not to place undue reliance on such forward-looking statements, which are being made as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I.

Item 1. Financial Statements

TRIBUNE PUBLISHING COMPANY

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(In thousands, except per share data)

(Unaudited)

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


	Three months ended
	March 28, 2021		March 29, 2020
Operating revenues	$	173,554	$	206,441
Operating expenses:
Compensation	61,759		96,268
Newsprint and ink	6,624		10,720
Outside services	63,200		74,585
Other operating expenses	28,284		30,154
Depreciation and amortization	5,242		8,813
Impairment	0		51,049
Total operating expenses	165,109		271,589
Income (loss) from operations	8,445		(65,148)
Interest expense, net	(144)		(30)
Other income, net	403		387
Income (loss) from continuing operations before income taxes	8,704		(64,791)
Income tax expense (benefit)	2,582		(15,811)
Net income (loss) from continuing operations	6,122		(48,980)
Plus: Income from discontinued operations, net of taxes	20,500		4,974
Net income (loss)	26,622		(44,006)
Less: Income (loss) attributable to noncontrolling interest ("NCI")	(413)		1,330
Net income (loss) attributable to Tribune common stockholders	$	27,035	$	(45,336)

Net income (loss) from continuing operations, per common share:
Basic	$	0.17	$	(1.35)
Diluted	$	0.17	$	(1.35)
Net income (loss) available to Tribune common stockholders, per common share:
Basic	$	1.44	$	(1.26)
Diluted	$	1.43	$	(1.26)
Weighted average shares outstanding:
Basic	36,687		36,294
Diluted	37,023		36,294

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

TRIBUNE PUBLISHING COMPANY


~~TRIBUNE PUBLISHING COMPANY~~
~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)~~
~~(In thousands)~~
~~(Unaudited)~~

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)

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


	Three months ended
	March 28, 2021		March 29, 2020
Net income (loss)	$	26,622	$	(44,006)
Comprehensive loss, net of taxes:
Amortization of items to periodic pension cost during the period, (net of taxes of $9 at March 29, 2020)	0		(23)
Foreign currency translation	(1)		0
Other comprehensive loss recognized in continuing operations, net of taxes	(1)		(23)
Derecognition of noncontolling interest	(35,284)		0
Accumulated other comprehensive income related to foreign currency translation recognized in discontinued operations	53		0
Comprehensive loss	(8,610)		(44,029)
Less: Comprehensive income (loss) attributable to NCI	(413)		1,330
Comprehensive loss attributable to Tribune common stockholders	$	(8,197)	$	(45,359)

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

TRIBUNE PUBLISHING COMPANY


~~TRIBUNE PUBLISHING COMPANY~~
~~CONSOLIDATED CONDENSED BALANCE SHEETS~~
~~(In thousands, except per share data)~~
~~(Unaudited)~~

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands)

(Unaudited)


		June 28, 2020		December 29, 2019			March 28, 2021		December 27, 2020
Assets	Assets					Assets
Current assets	Current assets					Current assets
Cash	Cash	$	80,515	$	60,963	Cash	$	222,409	$	98,862
Accounts receivable, net	Accounts receivable, net	77,771		112,754		Accounts receivable, net	59,548		73,866
Inventories	Inventories	3,724		4,820		Inventories	5,331		4,055
Prepaid expenses and other current assets	Prepaid expenses and other current assets	23,424		15,114		Prepaid expenses and other current assets	16,107		18,344
Current assets related to discontinued operations						Current assets related to discontinued operations	234		111,239
Total current assets	Total current assets	185,434		193,651		Total current assets	303,629		306,366

Property, plant and equipment	Property, plant and equipment					Property, plant and equipment
Machinery, equipment and furniture	Machinery, equipment and furniture	105,186		119,859		Machinery, equipment and furniture	93,326		100,625
Buildings and leasehold improvements	Buildings and leasehold improvements	77,635		86,403		Buildings and leasehold improvements	42,410		42,361
		182,821		206,262			135,736		142,986
Accumulated depreciation	Accumulated depreciation	(94,687)		(84,530)		Accumulated depreciation	(92,027)		(96,527)
		88,134		121,732			43,709		46,459
Advance payments on property, plant and equipment	Advance payments on property, plant and equipment	1,952		2,181		Advance payments on property, plant and equipment	1,211		1,866
Property, plant and equipment, net	Property, plant and equipment, net	90,086		123,913		Property, plant and equipment, net	44,920		48,325

Other assets	Other assets					Other assets
Goodwill	Goodwill	115,197		117,675		Goodwill	28,146		28,146
Intangible assets, net	Intangible assets, net	58,632		69,165		Intangible assets, net	49,079		50,148
Software, net	Software, net	20,101		20,736		Software, net	16,471		17,503
Lease right-of-use asset	Lease right-of-use asset	71,920		99,480		Lease right-of-use asset	32,992		36,705
Restricted cash	Restricted cash	33,449		37,290		Restricted cash	28,270		29,925
Deferred income taxes	Deferred income taxes	11,569		6,911		Deferred income taxes	10,840		11,294
Equity investments						Equity investments	11,354		11,354
Other long-term assets	Other long-term assets	13,172		13,457		Other long-term assets	8,526		8,388
Total other assets	Total other assets	324,040		364,714		Total other assets	185,678		193,463

Total assets	Total assets	$	599,560	$	682,278	Total assets	$	534,227	$	548,154

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

TRIBUNE PUBLISHING COMPANY

CONSOLIDATED CONDENSED BALANCE SHEETS (continued)

(In thousands, except per share data)

(Unaudited)


~~TRIBUNE PUBLISHING COMPANY~~
~~CONSOLIDATED CONDENSED BALANCE SHEETS (continued)~~
~~(In thousands, except per share data)~~
~~(Unaudited)~~


		June 28, 2020		December 29, 2019			March 28, 2021		December 27, 2020
Liabilities and stockholders’ equity	Liabilities and stockholders’ equity					Liabilities and stockholders’ equity
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	36,035	$	46,482	Accounts payable	$	34,018	$	28,022
Employee compensation and benefits	Employee compensation and benefits	32,343		36,305		Employee compensation and benefits	23,906		33,495
Deferred revenue	Deferred revenue	40,397		42,773		Deferred revenue	33,688		34,620
Current portion of long-term lease liability	Current portion of long-term lease liability	28,559		25,380		Current portion of long-term lease liability	24,645		23,914
Current portion of long-term debt		6,995		105
Other current liabilities	Other current liabilities	23,123		24,317		Other current liabilities	25,621		23,329
Current liabilities associated with discontinued operations						Current liabilities associated with discontinued operations	7,930		4,759
Total current liabilities	Total current liabilities	167,452		175,362		Total current liabilities	149,808		148,139

Non-current liabilities	Non-current liabilities					Non-current liabilities
Long term lease liability	Long term lease liability	87,247		98,847		Long term lease liability	44,786		49,182
Workers’ compensation, general liability and auto insurance payable	Workers’ compensation, general liability and auto insurance payable	22,862		24,192		Workers’ compensation, general liability and auto insurance payable	19,921		20,120
Pension and postretirement benefits payable	Pension and postretirement benefits payable	17,072		20,338		Pension and postretirement benefits payable	15,926		16,803
Deferred revenue	Deferred revenue	2,332		2,504		Deferred revenue	1,786		1,921
Long-term debt		56		6,857
Other obligations	Other obligations	11,248		5,851		Other obligations	6,443		10,587
Total non-current liabilities	Total non-current liabilities	140,817		158,589		Total non-current liabilities	88,862		98,613

Noncontrolling interest		—		63,501

Stockholders’ equity	Stockholders’ equity					Stockholders’ equity
Preferred stock, $0.01 par value. Authorized 30,000 shares; 0 shares issued or outstanding at June 28, 2020 and December 29, 2019		—		—
Common stock, $0.01 par value. Authorized 300,000 shares; 38,455 shares issued and 36,501 shares outstanding at June 28, 2020; 38,017 shares issued and 36,064 shares outstanding at December 29, 2019		384		380
Preferred stock, $0.01 par value. Authorized 30,000 shares; 0 shares issued or outstanding at March 28, 2021 and December 27, 2020						Preferred stock, $0.01 par value. Authorized 30,000 shares; 0 shares issued or outstanding at March 28, 2021 and December 27, 2020	0		0
Common stock, $0.01 par value. Authorized 300,000 shares; 38,787 shares issued and 36,833 shares outstanding at March 28, 2021; 38,524 shares issued and 36,570 shares outstanding at December 27, 2020						Common stock, $0.01 par value. Authorized 300,000 shares; 38,787 shares issued and 36,833 shares outstanding at March 28, 2021; 38,524 shares issued and 36,570 shares outstanding at December 27, 2020	388		385
Additional paid-in capital	Additional paid-in capital	180,323		177,957		Additional paid-in capital	184,549		181,839
Retained earnings	Retained earnings	79,432		135,001		Retained earnings	139,420		86,491
Noncontrolling interest	Noncontrolling interest	59,715		—		Noncontrolling interest	0		61,539
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(2,403)		(2,352)		Accumulated other comprehensive income (loss)	(2,640)		(2,692)
Treasury stock, at cost - 1,954 shares at June 28, 2020 and December 29, 2019		(26,160)		(26,160)
Treasury stock, at cost - 1,954 shares at March 28, 2021 and December 27, 2020						Treasury stock, at cost - 1,954 shares at March 28, 2021 and December 27, 2020	(26,160)		(26,160)
Total stockholders’ equity	Total stockholders’ equity	291,291		284,826		Total stockholders’ equity	295,557		301,402

Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	599,560	$	682,278	Total liabilities and stockholders’ equity	$	534,227	$	548,154

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


TRIBUNE PUBLISHING COMPANY
CONSOLIDATED STATEMENT OF EQUITY
(In thousands)
(Unaudited)


		Common Stock					Additional Paid in Capital		Retained Earnings		Non controlling Interest		AOCI		Treasury Stock			Total Equity		Common Stock				Additional Paid in Capital		Retained Earnings		Non controlling Interest				AOCI		Treasury Stock			Total Equity
		Shares	Amount																																	Treasury Stock			Total Equity
Balance at December 29, 2019		38,018	$	380	$	177,957	$	135,001	$	—	$	(2,352)	$	(26,160)	$	284,826
Reclassification of noncontrolling interest ("NCI") from temporary equity		—	—		—		—		64,133		—		—		64,133
Balance at December 27, 2020																	Balance at December 27, 2020		38,524	$	385	$	181,839	$	86,491	$	61,539			$	(2,692)			$	(26,160)		$	301,402
Comprehensive income (loss)	Comprehensive income (loss)	—	—		—		(45,336)		1,020		(23)		—		(44,339)		Comprehensive income (loss)		—	—		—		27,035		(413)		52				—		26,674
Derecognition of NCI																	Derecognition of NCI		—	—		—		—		(35,284)		—				—		(35,284)
Elimination of cumulative NCI carrying value adjustments																	Elimination of cumulative NCI carrying value adjustments		—	—		—		25,842		(25,842)		—				—		0
Dividends declared to common stockholders	Dividends declared to common stockholders	—	—		—		(9,305)		—		—		—		(9,305)		Dividends declared to common stockholders		—	—				52		—		—				—		52
Dividends declared to NCI		—	—		—		—		(5,200)		—		—		(5,200)
NCI carrying value adjustment		—	—		—		(322)		—		—		—		(322)
Issuance of stock from restricted stock and restricted stock unit ("RSU") conversions	Issuance of stock from restricted stock and restricted stock unit ("RSU") conversions	320	3		(3)		—		—		—		—		—		Issuance of stock from restricted stock and restricted stock unit ("RSU") conversions		113	1		(1)		—		—		—				—		0
Exercise of stock options																	Exercise of stock options		150	2		2,223		—		—		—				—		2,225
Stock-based compensation	Stock-based compensation	—	—		1,592		—		—		—		—		1,592		Stock-based compensation		—	—		1,116		—		—		—				—		1,116
Withholding for taxes on RSU conversions	Withholding for taxes on RSU conversions	—	—		(533)		—		—		—		—		(533)		Withholding for taxes on RSU conversions		—	—		(628)		—		—		—				—		(628)
Balance at March 29, 2020		38,338	383		179,013		80,038		59,953		(2,375)		(26,160)		290,852
Comprehensive income (loss)		—	—		—		(606)		2,162		(28)		—		1,528
Dividends declared to NCI		—	—		—		—		(2,400)		—		—		(2,400)
Issuance of stock from restricted stock and RSU conversions		117	1		(1)		—		—		—		—		—
Stock-based compensation		—	—		1,540		—		—		—		—		1,540
Withholding for taxes on RSU conversions		—	—		(229)		—		—		—		—		(229)
Balance at March 28, 2021																	Balance at March 28, 2021		38,787	$	388	$	184,549	$	139,420	$	—	$	(2,640)			$	(26,160)	$	295,557

Balance at June 28, 2020		38,455	$	384	$	180,323	$	79,432	$	59,715	$	(2,403)	$	(26,160)	$	291,291


	Common Stock			Additional Paid in Capital		Retained Earnings (Deficit)		Non controlling Interest		AOCI		Treasury Stock		Total Equity
	Shares	Amount
Balance at December 29, 2019	38,018	$	380	$	177,957	$	135,001	$	0	$	(2,352)	$	(26,160)	$	284,826
Reclassification of NCI from temporary equity	—	—		—		—		64,133		—		—		64,133
Comprehensive income (loss)	—	—		—		(45,336)		1,020		(23)		—		(44,339)
NCI carrying value adjustment	—	—		—		(322)		—		—		—		(322)
Dividends declared to common stockholders	—	—		—		(9,305)		—		—		—		(9,305)
Dividends declared to noncontrolling interest	—	—		—		—		(5,200)		—		—		(5,200)
Issuance of stock from restricted stock and RSU conversions	320	3		(3)		—		—		—		—		0
Stock-based compensation	—	—		1,592		—		—		—		—		1,592
Withholding for taxes on RSU conversions	—	—		(533)		—		—		—		—		(533)











Balance at March 29, 2020	38,338	$	383	$	179,013	$	80,038	$	59,953	$	(2,375)	$	(26,160)	$	290,852

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


~~TRIBUNE PUBLISHING COMPANY~~
~~CONSOLIDATED STATEMENT OF EQUITY (continued)~~
~~(In thousands)~~
~~(Unaudited)~~

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

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


TRIBUNE PUBLISHING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)


		Six months ended							Three months ended
		June 28, 2020		June 30, 2019			March 28, 2021		March 29, 2020
Operating Activities From Continuing Operations	Operating Activities From Continuing Operations					Operating Activities From Continuing Operations
Net income (loss) from continuing operations	Net income (loss) from continuing operations	$	(42,450)	$	630	Net income (loss) from continuing operations	$	6,122	$	(48,980)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	Adjustments to reconcile net income (loss) to net cash provided by operating activities:					Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	19,342		23,732		Depreciation and amortization	5,242		8,813
Impairment	Impairment	51,049		—		Impairment	0		51,049
Stock compensation expense	Stock compensation expense	3,132		8,651		Stock compensation expense	1,116		1,592
Loss on equity investments, net		117		1,042
Gain on sale of property	Gain on sale of property	(5,069)		—		Gain on sale of property	0		(5,159)
Deferred income taxes	Deferred income taxes	(4,658)		1,822		Deferred income taxes	453		(6,704)
Pension contribution	Pension contribution	(2,501)		(1,054)		Pension contribution	(476)		(555)
Postretirement benefits expense	Postretirement benefits expense	(765)		(782)		Postretirement benefits expense	(401)		(326)
Changes in working capital items:	Changes in working capital items:					Changes in working capital items:
Accounts receivable, net	Accounts receivable, net	37,236		33,417		Accounts receivable, net	14,365		17,346
Prepaid expenses, inventories and other current assets	Prepaid expenses, inventories and other current assets	(2,407)		(7,088)		Prepaid expenses, inventories and other current assets	1,905		(2,864)
Accounts payable, employee compensation and benefits, deferred revenue and other current liabilities	Accounts payable, employee compensation and benefits, deferred revenue and other current liabilities	(22,514)		(42,527)		Accounts payable, employee compensation and benefits, deferred revenue and other current liabilities	(6,846)		(23,194)
Other, net	Other, net	(200)		(274)		Other, net	1,261		(141)
Net cash provided by operating activities		30,312		17,569
Net cash provided by (used for) operating activities						Net cash provided by (used for) operating activities	22,741		(9,123)

Investing Activities From Continuing Operations	Investing Activities From Continuing Operations					Investing Activities From Continuing Operations
Capital expenditures	Capital expenditures	(6,549)		(9,288)		Capital expenditures	(2,271)		(3,483)
Proceeds from the sale of property, plant and equipment	Proceeds from the sale of property, plant and equipment	9,451		—		Proceeds from the sale of property, plant and equipment	0		8,983
Other, net		—		(179)
Net cash provided by (used for) investing activities	Net cash provided by (used for) investing activities	2,902		(9,467)		Net cash provided by (used for) investing activities	(2,271)		5,500

Financing Activities From Continuing Operations	Financing Activities From Continuing Operations					Financing Activities From Continuing Operations
Exercise of stock options						Exercise of stock options	2,225		0
Repayments of capital lease obligations	Repayments of capital lease obligations	(50)		(303)		Repayments of capital lease obligations	0		(50)
Dividends paid to common stockholders	Dividends paid to common stockholders	(9,091)		—		Dividends paid to common stockholders	0		(9,091)
Dividends paid to noncontrolling interest		(7,600)		(3,400)
Withholding for taxes on restricted stock unit vesting	Withholding for taxes on restricted stock unit vesting	(762)		(13)		Withholding for taxes on restricted stock unit vesting	(628)		(533)
Net cash used for financing activities	Net cash used for financing activities	(17,503)		(3,716)		Net cash used for financing activities	1,597		(9,674)

Increase in cash attributable to continuing operations		$	15,711	$	4,386

Increase (decrease) in cash attributable to continuing operations						Increase (decrease) in cash attributable to continuing operations	$	22,067	$	(13,297)

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


TRIBUNE PUBLISHING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(In thousands)
(Unaudited)


		Six months ended							Three months ended
		June 28, 2020		June 30, 2019			March 28, 2021		March 29, 2020
Cash flows used for operating activities from discontinued operations, net		$	—	$	(5,971)
Cash flows provided by investing activities from discontinued operations, net		—		—
Cash Flows From Discontinued Operations						Cash Flows From Discontinued Operations
Cash flows provided by operating activities from discontinued operations, net						Cash flows provided by operating activities from discontinued operations, net	$	442	$	10,123
Cash flows provided by (used for) investing activities from discontinued operations, net						Cash flows provided by (used for) investing activities from discontinued operations, net	99,383		(16)
Cash flows used for financing activities from discontinued operations, net	Cash flows used for financing activities from discontinued operations, net	—		—		Cash flows used for financing activities from discontinued operations, net	0		(5,200)
Decrease in cash attributable to discontinued operations		—		(5,971)
Increase in cash attributable to discontinued operations						Increase in cash attributable to discontinued operations	99,825		4,907

Net increase (decrease) in cash	Net increase (decrease) in cash	15,711		(1,585)		Net increase (decrease) in cash	121,892		(8,390)
Cash, cash equivalents and restricted cash, beginning of period	Cash, cash equivalents and restricted cash, beginning of period	98,253		141,507		Cash, cash equivalents and restricted cash, beginning of period	128,787		92,130
Cash, cash equivalents and restricted cash, end of period	Cash, cash equivalents and restricted cash, end of period	$	113,964	$	139,922	Cash, cash equivalents and restricted cash, end of period	$	250,679	$	83,740

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

109

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business—Tribune Publishing Company was formed as a Delaware corporation on November 21, 2013. Tribune Publishing Company together with its subsidiaries (collectively, the “Company” or “Tribune”) is a media company rooted in award-winning journalism. Headquartered in Chicago, the Company operates local media businesses in 8 markets with titles including the Chicago Tribune, New York Daily News, The Baltimore Sun, Hartford Courant, South Florida’s Sun Sentinel, Orlando Sentinel, Virginia’s Daily Press and The Virginian-Pilot, and The Morning Call of Lehigh Valley, Pennsylvania. Tribune also operates Tribune Content Agency (“TCA”) ~~and is~~.

On December 29, 2020, the Company completed the sale of its majority ~~owner in~~ownership of BestReviews ~~LLC~~Inc. (“BestReviews”). See Note 5 for additional information on the sale of BestReviews.

On February 16, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Tribune Enterprises, LLC, a Delaware limited liability company (“TELLC”), Tribune Merger Sub, Inc, a Delaware corporation and a direct, wholly owned subsidiary of TELLC (“Merger Sub”), and the Company, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of TELLC. TELLC is an affiliate of Alden Global Opportunities Master Fund, L.P. and Alden Global Value Recovery Master Fund, L.P. (collectively, “Alden Funds”), the Company’s largest shareholder. Upon completion of the transaction the Company will become a privately held company, and its common stock will no longer be listed on any public market. See Note 11 for additional information related to the Merger Agreement.

Fiscal Periods—The Company’s fiscal year ends on the last Sunday in December. Fiscal year ~~2020~~2021 ends on December ~~27, 2020~~26, 2021, and fiscal year ~~2019~~2020 ended on December ~~29, 2019.~~27, 2020. Fiscal year ~~2020~~2021 and ~~2019~~2020 are 52-week years with 13 weeks in each quarter.

Basis of Presentation—The accompanying unaudited Consolidated Financial Statements and notes of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates. In the opinion of management, the financial statements contain all adjustments necessary to present fairly the financial position of Tribune as of ~~June~~March 28, ~~2020~~2021, and December ~~29, 2019~~27, 2020, and the results of operations for the three ~~and six~~ months ended ~~June~~March 28, ~~2020~~2021, and ~~June 30, 2019,~~March 29, 2020, respectively, and the cash flows for the three ~~and six~~ months ended March 28, 2021,~~June 28,~~ and March 29, 2020, ~~and June 30, 2019,~~ respectively. This includes all normal and recurring adjustments and elimination of intercompany transactions. Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The year-end Consolidated Balance Sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.

The ~~Company assesses its operating segments in accordance with Accounting Standards Codification (“ASC”) Topic 280, “Segment Reporting~~Company~~.” In~~ has reported the ~~first quarter~~results of ~~2020, the Company realigned its~~BestReviews as discontinued operations ~~combining the print and digital operations of its media groups together under the leadership of the Chief Executive Officer, who is also the chief operating decision maker~~ for ~~Tribune, as defined in ASC Topic 280. As a result of the realignment, beginning~~all periods presented in the ~~first quarter~~accompanying Consolidated Statements of ~~2020, the Company no longer reports separate segment results for its print~~Income (Loss) and ~~digital operations. Prior~~Consolidated Statements of Cash Flows. Additionally, assets and liabilities related to the ~~first quarter of fiscal 2020, Tribune was managed by its chief operating decision maker~~divested properties are classified as ~~2 segments, segment M~~such in all prior periods in the Consolidated Condensed Balance Sheets. Unless otherwise noted, amounts and ~~segment X.~~

~~Accounting standards adopted in 2020—In June 2016, the~~disclosures throughout these Notes to Consolidated Financial ~~Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Topic 326,~~ ~~Financial Instruments – Credit Losses~~ ~~(“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets~~Statements relate to continuing operations and requires the use of an “expected loss” model for instruments measured at amortized cost. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted this standard effective the beginning of fiscal year 2020 and the adoption did not have a material effect on the Company’s consolidated financial statements.exclude all discontinued operations. See Note 25 for additional information related to ~~the expected credit losses.~~

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

NOTE 2: EXPECTED CREDIT LOSSES

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

~~TRIBUNE PUBLISHING COMPANY~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

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

For accounts receivable, Tribune uses an aging expected credit losses method that includes forward-looking qualitative factors when they arise. The Company has identified the market effects of the COVID-19 pandemic as a forward-looking

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

qualitative factor to be considered. The Company uses an analysis of 24-months of collection and write off history to calculate historical loss percentages by aging group, which are applied to all accounts within the aging group. Specific reserves are reviewed and handled on a case by case basis. Accounts receivable balances outstanding for a year are reserved at 100%. As customer balances are determined to be uncollectible, the balances are written off against the allowance for ~~doubtful accounts.~~credit losses. Included in the allowance for ~~doubtful accounts~~credit losses are amounts for sales adjustments not related to expected credit losses; such as, rebates, billing adjustments, and returns. The credit loss expense was ~~$1.2~~$0.9 million and ~~$4.2~~$3.0 million for the three ~~and six~~ months ended ~~June~~March 28, 2021 and March 29, 2020, respectively, and is included in other operating expenses on the Consolidated Statements of Income (Loss).

A summary of the activity with respect to the allowance for ~~doubtful accounts~~credit losses for the ~~six~~three months ended ~~June~~March 28, ~~2020~~2021, is as follows (in thousands):


~~Accounts receivable allowance balance~~Balance at December ~~29, 2019~~27, 2020	$	~~9,674~~8,312
Current period provision	~~4,205~~873
Write offs	~~(3,631)~~(1,356)
Sales adjustments, net	~~117~~ (19)
~~Accounts receivable allowance balance~~Balance at ~~June~~March 28, ~~2020~~2021	$	~~10,365~~7,810

Accounts receivable, net, at ~~June~~March 28, ~~2020~~2021, and December ~~29, 2019~~27, 2020, consisted of the following (in thousands):


		June 28, 2020		December 29, 2019			March 28, 2021		December 27, 2020
Accounts receivable	Accounts receivable	$	88,136	$	122,428	Accounts receivable	$	67,358	$	82,178
Less: Allowance for doubtful accounts		10,365		9,674
Less: Allowance for credit losses						Less: Allowance for credit losses	7,810		8,312
Accounts receivable, net	Accounts receivable, net	$	77,771	$	112,754	Accounts receivable, net	$	59,548	$	73,866

~~NOTE 3: LEASES~~

Tribune’s leased facilities total approximately 4.2 million square feet in the aggregate. The Company currently has leased newspaper production facilities in Connecticut, Florida, Illinois, Maryland and New Jersey, however Tribune owns substantially all of the production equipment. For printing plants, the initial lease term is ten years with 2 options to renew for additional ~~ten~~ ~~year terms. For distribution facilities, the initial lease term is generally five years, with options to renew either 2 or 3 additional~~ ~~five~~ ~~year terms. For office space, lease terms range from~~ ~~two~~ ~~to thirteen years. The Company has rent escalations, rent holidays and leasehold improvement incentives which are included in the determination of the~~ ~~right-of-use~~ ~~(“ROU”) and the lease liabilities.~~

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

~~Lease Restructuring, Abatements and Deferrals~~

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

~~TRIBUNE PUBLISHING COMPANY~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

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

~~Lease Abatements and Deferrals~~

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

~~Lease Restructuring~~

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

~~Lease Terminations~~

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

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

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

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

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

~~TRIBUNE PUBLISHING COMPANY~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

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


~~Weighted average remaining lease term - finance leases (in years)~~	~~0.6 years~~
~~Weighted average remaining lease term - operating leases (in years)~~	~~5.7 years~~

~~Weighted average discount rate - finance leases~~	~~5.75~~	%
~~Weighted average discount rate - operating leases~~	~~4.74~~	%

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

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

~~Lease Abandonment~~

During the first quarter of 2020, the Company permanently vacated 21,952 square feet of office space in Chicago and 17,960 square feet of office space in Los Angeles. The abandonment of the office space is an indicator of impairment and the Company assessed the lease ROU assets and leasehold improvements for impairment. Estimates of fair value include Level 3 inputs which are subjective in nature, involve uncertainties and matters of significant judgment and are made at a specific point in time. To calculate the fair value of the vacated space, the Company used the discounted cash flows from estimated sublease payments and compared the result to the sum of the carrying values of the lease ROU asset and the leasehold improvements. The discount rate used is a market place lessor's expected rate of return. During the six months ended June 28, 2020~~, t~~he Company recorded non-cash impairment charges of $2.8 million related to the impairment of the lease ROU assets and $4.2 million related to the impairment of the leasehold improvements associated to the vacated office space.

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

NOTE 4:3: REVENUE RECOGNITION

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

~~TRIBUNE PUBLISHING COMPANY~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

No single customer represented 10% or more of the Company’s net revenue in any fiscal period presented.

The Company receives a significant portion of the payments from its subscribers in advance of the delivery of the content either in print or digitally. These up-front payments and fees are recorded as deferred revenue upon receipt and generally require deferral of revenue recognition to a future period until the Company performs its obligations under the subscription agreement. The deferred revenue is recognized as revenue as the content is delivered. The deferred revenue is considered a contract liability under ASC 606. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. Therefore, the Company has no contract assets as defined under ASC 606. As of December ~~29, 2019,~~27, 2020, the Company had a contract liabilities balance of ~~$45.3~~$36.5 million, of which ~~$37.7~~$27.0 million has been recognized as revenue in the ~~six~~three months ended ~~June~~March 28, ~~2020.~~2021.

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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


		Three months ended						Six months ended					Three months ended
		June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019			March 28, 2021		March 29, 2020
Print	Print	$	38,082	$	79,814	$	95,996	$	155,667	Print	$	72,920	$	81,191
Digital	Digital	15,679		23,738		34,581		44,653		Digital	14,622		8,821
Advertising		53,761		103,552		130,577		200,320
Circulation										Circulation	87,542		90,012
Print	Print	77,122		84,809		158,313		171,490		Print	41,056		57,914
Digital	Digital	10,133		6,762		18,954		12,956		Digital	15,475		18,902
Circulation		87,255		91,571		177,267		184,446
Advertising										Advertising	56,531		76,816
Commercial print & delivery	Commercial print & delivery	17,098		23,902		39,014		48,361		Commercial print & delivery	16,975		21,916
Direct mail	Direct mail	5,056		8,940		12,666		17,578		Direct mail	4,989		7,610
Content syndication and other	Content syndication and other	19,930		22,362		40,061		44,147		Content syndication and other	7,517		10,087
Other	Other	42,084		55,204		91,741		110,086		Other	29,481		39,613
Total operating revenues	Total operating revenues	$	183,100	$	250,327	$	399,585	$	494,852	Total operating revenues	$	173,554	$	206,441

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

NOTE 5:4: CHANGES IN OPERATIONS

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

Employee Reductions

During the ~~six~~three months ended ~~June~~March 28, ~~2020,~~2021, the Company implemented reductions in staffing levels in its operations of 86 ~~568~~ positions for which the Company recorded pretax charges related to these reductions and executive separation totaling ~~$23.0~~$1.6 million. Charges for severance and related expenses are included in compensation expense on the Consolidated Statements of Income (Loss).

During the three months ended March 29, 2020, the Company implemented reductions in staffing levels in its operations of 276 positions for which the Company recorded pretax charges related to these reductions totaling $16.8 million.

The 2020 severance charge included reductions for ~~199~~191 positions related to a Voluntary Severance Incentive Plan (“2020 VSIP”) initiated in the first quarter of 2020. The 2020 VSIP provided enhanced separation benefits to eligible employees with more than eight years of service. The Company ~~plans to fund~~is funding the 2020 VSIP ratably over the payout period through salary continuation. The related salary continuation payments began during the first ~~quarter of 2020 and are expected to continue through the third quarter of 2021.~~

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

~~TRIBUNE PUBLISHING COMPANY~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

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

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

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

Included in the 2019 severance charge was approximately $4.0 million related to the separation of the Company’s former CEO and 2 senior executives in the digital space. Each of these employees had employment contracts which provided for immediate payout of any contractual compensation under the employment agreement in the event of separation. These employment agreements were amended to permit payment of the severance as salary continuation over the remainder of 2019, during which time equity-based awards continued to vest. The severance payments to these executives, including compensation and medical benefits, if any, were accrued in the first quarter of 2019. Additionally, as a result of the separation the Company recognized accelerated stockbased compensation expense during the six months ended June 30, 2019 of $1.5 million.TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

A summary of the activity with respect to the Company’s severance accrual for the ~~six~~three months ended ~~June~~March 28, ~~2020~~2021, is as follows (in thousands):


Balance at December ~~29, 2019~~27, 2020	$	~~2,580~~8,321
Provision	~~23,029~~1,622
Payments	~~(12,588)~~(5,570)
Balance at ~~June~~March 28, ~~2020~~2021	$	~~13,021~~4,373

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

~~Other Changes~~

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

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

NOTE 6:5: DISCONTINUED OPERATIONS

BestReviews

On ~~June 18, 2018,~~December 11, 2020, the Company ~~completed~~entered into the Membership Unit Purchase Agreement (the “BR Agreement”), by and among the Company and BR Holding Company, Inc. (collectively the “Sellers”), BestReviews and Nexstar Inc. (“Nexstar”), pursuant to which the Sellers agreed to sell 100% of BestReviews to Nexstar (the “BR Transaction”). The sale closed on December 29, 2020, for a cash sales price of $160.0 million plus a $9.8 million working capital adjustment. Under the terms of the BR Transaction, the Company received 60% of the proceeds, net of transaction fees, totaling $100.1 million including the final working capital adjustment of $0.2 million received subsequent to March 28, 2021, and recognized a pre-tax gain of $29.5 million.

With the sale of BestReviews, the ~~Los Angeles Times~~, Company is exiting that line of business. The ~~San Diego Union-Tribune~~ ~~and various other titles~~sale of BestReviews represented a strategic shift that will have a major effect on the Company’s ~~California properties (“California Properties”) to Nant Capital, LLC (“Nant Capital”)~~operations and financial results. As a result, BestReviews is reflected as discontinued operations on the Consolidated Condensed Balance Sheets and the results of operations of BestReviews are presented as discontinued operations in the Consolidated Statements of Income (Loss) for an aggregate purchase price of $500.0 million in cash, plus the assumption of unfunded pension liabilities related to the San Diego Pension Plan, less a post-closing working capital adjustment to the buyer of $9.7 million (the "Nant Transaction").all periods presented.

1613

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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

During the three and six months ended June 30, 2019, the Company made adjustments to certain reserves related to indemnified liabilities of $1.0 million and recorded $0.3 million in a tax benefit. There were noEarnings from discontinued operations through the respective transaction dates, included in the ~~six months ended June 28, 2020.~~

~~NOTE 7: RELATED PARTY TRANSACTIONS~~

~~Transition Services Agreement with NantMedia Holdings, LLC~~

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

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

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

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

~~NOTE 8: INVENTORIES~~

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

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


	Three months ended
	March 28, 2021		March 29, 2020
Operating revenues	$	152	$	10,044
Operating expenses:
Compensation	1,123		560
Outside services	66		460
Other operating expenses	73		5,261
Depreciation and amortization	6		660
Operating expenses	1,268		6,941
Gain on sale	29,546		0
Income from operations before income taxes	28,430		3,103
Income tax expense (benefit)	7,930		(1,871)
Income from discontinued operations, net of tax	20,500		4,974
Less: Income (loss) attributable to noncontrolling interest	(413)		1,330
Income from discontinued operations, net of tax available to common stockholders	$	20,913	$	3,644

~~Inventories are stated at~~The following table presents the ~~lower~~aggregate carrying amounts of ~~cost or net realizable value determined using~~assets and liabilities related to discontinued operations in the ~~first-in, first-out basis for all inventories.~~Consolidated Condensed Balance Sheets (in thousands):


	March 28, 2021		December 27, 2020
Carrying amount of assets related to discontinued operations:
Cash	$	0	$	1,159
Accounts receivable, (net of allowances of $396 at March 29, 2020) (1)	234		17,888
All other current assets	0		57
Property, plant and equipment, net	0		16
Goodwill	0		87,052
Intangible assets, net	0		5,053
Software, net	0		13
Other long-term assets	0		1
Total assets related to discontinued operations	$	234	$	111,239

Carrying amount of liabilities associated with discontinued operations:
Accounts payable and employee compensation and benefits	$	0	$	4,734
Taxes payable	7,930		25
Total liabilities associated with discontinued operations	$	7,930	$	4,759

(1) - The March 28, 2021 balance is the working capital adjustment due from the sale of BestReviews.

1714

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE ~~9: LONG-LIVED ASSETS~~6: INVENTORIES

~~Tribune reviews long-lived assets, such as property, plant~~Inventories at March 28, 2021, and ~~equipment, and lease ROU assets for impairment annually on the first day~~December 27, 2020, consisted of the ~~fourth quarter,~~following (in thousands):


	March 28, 2021		December 27, 2020
Newsprint	$	5,181	$	3,914
Supplies and other	150		141
Total inventories	$	5,331	$	4,055

Inventories are stated at the lower of cost or more frequently if events or changes in circumstances indicate that an asset may be impaired, in accordance with ASC Topic 360, “Property, Plant and Equipment.” For the first quarter of 2020, the Company identified the market effects of the COVID-19 pandemic as an economic indicator that an interim evaluation was required for certain asset groups. Under ASC Topic 360, an impairment exists if the carryingnet realizable value ~~of an asset group exceeds its fair value and is considered not recoverable.~~

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

NOTE ~~10:~~7: GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets at ~~June~~March 28, ~~2020~~2021, and December ~~29, 2019,~~27, 2020, consisted of the following (in thousands):


		June 28, 2020										December 29, 2019											March 28, 2021				December 27, 2020
		Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount			Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Goodwill	Goodwill	$	115,197			$	115,197	$	117,675			$	117,675	Goodwill	$	28,146			$	28,146	$	28,146			$	28,146

Newspaper mastheads ⁽¹⁾	Newspaper mastheads ⁽¹⁾	$	27,735	$	—	$	27,735	$	34,826	$	—	$	34,826	Newspaper mastheads (1)	$	27,735	$	—	$	27,735	$	27,735	$	—	$	27,735
Subscribers (useful life of 2 to 10 years)	Subscribers (useful life of 2 to 10 years)	7,312		(5,985)		1,327		7,312		(5,642)		1,670		Subscribers (useful life of 2 to 10 years)	7,312		(6,497)		815		7,312		(6,326)		986
Advertiser relationships (useful life of 2 to 13 years)	Advertiser relationships (useful life of 2 to 13 years)	27,648		(16,258)		11,390		27,648		(15,002)		12,646		Advertiser relationships (useful life of 2 to 13 years)	27,648		(18,143)		9,505		27,648		(17,515)		10,133
Trade names (useful life of 20 years)	Trade names (useful life of 20 years)	15,100		(4,470)		10,630		15,100		(4,093)		11,007		Trade names (useful life of 20 years)	15,100		(5,036)		10,064		15,100		(4,848)		10,252
Other (useful life of 1 to 20 years)	Other (useful life of 1 to 20 years)	16,181		(8,631)		7,550		16,181		(7,165)		9,016		Other (useful life of 1 to 20 years)	3,641		(2,681)		960		3,641		(2,599)		1,042
Total intangible assets	Total intangible assets	$	93,976	$	(35,344)	$	58,632	$	101,067	$	(31,902)	$	69,165	Total intangible assets	$	81,436	$	(32,357)	$	49,079	$	81,436	$	(31,288)	$	50,148

Software (useful life of 2 to 10 years)	Software (useful life of 2 to 10 years)	$	145,094	$	(124,993)	$	20,101	$	140,727	$	(119,991)	$	20,736	Software (useful life of 2 to 10 years)	$	142,937	$	(126,466)	$	16,471	$	141,720	$	(124,217)	$	17,503

(1) - Intangible assets not subject to amortization.

Tribune reviews goodwill and other indefinite-lived intangible assets for impairment annually on the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate that an asset may be impaired, in accordance with ASC Topic 350, “Intangibles-Goodwill and Other.” For the first quarter of 2020, the Company identified the market effects of the COVID-19 pandemic as an economic indicator that an interim evaluation was required. Under ASC Topic 350, the impairment review of goodwill and other intangible assets not subject to amortization must be based on estimated fair values. Impairment would occur when the carrying amount of a reporting unit with recorded goodwill or an individual masthead is greater than its fair value. The Company has determined that the reporting units at which goodwill will be evaluated are the 8 newspaper media groups, TCA and BestReviews.

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

~~TRIBUNE PUBLISHING COMPANY~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

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

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

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

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

NOTE ~~11:~~8: INCOME TAXES

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

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

For the three ~~and six~~ months ended ~~June~~March 28, ~~2020,~~2021, the Company recorded an income tax ~~benefit~~expense of ~~$2.1 million and $19.8 million, respectively, which includes the impact of the CARES Act and the early adoption of ASU 2019-12.~~$2.6 million. The effective tax rate on pretax income was ~~394.7% and 31.8% in the~~ ~~three and six months ended~~ ~~June 28, 2020, respectively. For the~~ ~~three and six months ended~~ ~~June 28, 2020, the~~29.7%. The rate differs from the U.S. federal statutory rate of 21% primarily due to state income taxes, net of federal benefit, ~~income from noncontrolling interest,~~ tax expense related to the vesting of stock compensation, ~~non-deductible goodwill impairment~~ and other nondeductible expenses.

~~TRIBUNE PUBLISHING COMPANY~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

For the three ~~and six~~ months ended ~~June 30, 2019,~~March 29, 2020, the Company recorded an income tax ~~expense relating~~benefit related to continuing operations of ~~$2.5~~$15.8 million which included the impact of the Coronavirus Aid, Relief, and ~~an income tax benefit relating to continuing operations~~Economic Security Act (the “CARES Act”) enacted in 2020 and the early adoption in 2020 of ~~$0.4 million, respectively.~~ASU 2019-12. The effective tax rate on pretax income was ~~31.6% and (195.8)%~~24.4% in the three ~~and six~~ months ended ~~June 30, 2019, respectively. For the~~ ~~three and six months ended~~ ~~June 30, 2019, the~~March 29, 2020. The rate differs from the U.S. federal statutory rate of 21% primarily due to state income taxes, net of federal benefit, ~~income from non-controlling interest,~~impact of the CARES Act, tax expense related to the vesting of stock compensation, nondeductible goodwill impairment, and other nondeductible expenses.

NOTE ~~12:~~9: PENSION AND OTHER POSTRETIREMENT BENEFITS

Multiemployer Pension Plans

The Company contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. During the ~~six~~three months ended ~~June~~March 28, ~~2020,~~2021, the Company made contributions totaling ~~$3.4~~$2.3 million to the Teamsters Local Union No. 727 Pension Fund (the “Teamsters

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Fund”), pursuant to its amended rehabilitation plan. The Company expects to contribute an additional $~~3.9~~6.8 million during the remainder of ~~2020.~~2021. These payments are expensed as the payments become due.

Defined Benefit Plans

The Company is the sponsor of a single-employer defined benefit plan, the Daily News Retirement Plan (the “NYDN Pension Plan”). The NYDN Pension Plan provides benefits to certain current and former employees of the New York Daily News. As of March 31, 2018, future benefits under the NYDN Pension Plan were frozen and no new participants are permitted after that time. On March 11, 2021, the President signed into law the American Rescue Plan Act (“ARPA”). The ARPA, among other things, provided that the interest rate stabilization was enhanced and extended, the existing deficit shortfall amortization basis were eliminated to establish a new base and all future bases would amortize over 15 years instead of 7 years. Company’s could choose which plan year to apply the changes. The Company elected to apply the changes to the 2021 plan year which reduced the required minimum contributions from $1.6 million to $1.0 million. The Company contributed $~~2.5~~0.5 million to the NYDN Pension Plan in the ~~six~~three months ended ~~June~~March 28, ~~2020.~~2021. The Company’s remaining required minimum contribution for ~~2020~~2021 is not material. The CARES Act allows companies to defer making the required minimum contributions until January 1, 2021. Should companies defer making contributions, such deferred contributions accrue interest from the original due date through the payment date. The Company has not deferred any contributions as permitted by the CARES Act.$0.5 million.

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

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

~~Postretirement Benefits Other Than Pensions~~

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

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


	Three months ended			Affected Line Items in the Consolidated Statements of Income (Loss)
		March 28, 2021				March 29, 2020
Interest cost		$	293	$	550		Other income, net
Expected return on assets		(701)		(946)			Other income, net
Net periodic benefit		$	(408)	$	(396)

~~TRIBUNE PUBLISHING COMPANY~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

NOTE ~~13: NONCONTROLLING INTEREST~~

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

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

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

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

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


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

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

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

~~TRIBUNE PUBLISHING COMPANY~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~NOTE 14:~~10: EARNINGS (LOSS) PER SHARE

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

When the Company purchased a 60% controlling interest in BestReviews in February 2018, the Company and the seller entered into an agreement subject to which the seller had a right, beginning three years after the purchase date, to cause the Company to purchase all of the remaining 40% of the membership interests of BestReviews at a purchase price based on a predetermined multiple of BestReviews’ trailing 12-month EBITDA (“Put Option”). Each quarter, through January 2020 when the agreement was amended, the carrying value of the noncontrolling interest was adjusted to the amount the Company would have been required to pay the noncontrolling interest holders as if the Put Option had been exercised as of the balance sheet date, with an offsetting adjustment to stockholders’ equity. Adjustments to increase or decrease the carrying value of the noncontrolling interest also reduced or increased the amount of net income or loss attributable to Tribune common stockholders for purposes of determining both basic and diluted earnings per share. In January 2020, the agreement was amended to remove the Put Option. With the sale of BestReviews on December 29, 2020 the prior carrying value adjustments were eliminated. The elimination of the carrying value adjustments is reflected in the basic and diluted earnings per share calculation.

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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


		Three months ended						Six months ended					Three months ended
		June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019			March 28, 2021		March 29, 2020
Income (loss) - Numerator:	Income (loss) - Numerator:									Income (loss) - Numerator:
Net income (loss) from continuing operations		$	1,556	$	5,344	$	(42,450)	$	630
Less: Income attributable to noncontrolling interest		2,162		1,926		3,492		1,887
Less: Noncontrolling interest carrying value adjustment		—		—		322		—
Net income (loss) available to Tribune common stockholders, before discontinued operations	Net income (loss) available to Tribune common stockholders, before discontinued operations	(606)		3,418		(46,264)		(1,257)		Net income (loss) available to Tribune common stockholders, before discontinued operations	6,122		(48,980)
Plus: Loss from discontinued operations, net of taxes		—		(722)		—		(722)

Income from discontinued operations, net of taxes										Income from discontinued operations, net of taxes	20,500		4,974
Less: Income (loss) attributable to NCI										Less: Income (loss) attributable to NCI	(413)		1,330
Less: NCI carrying value adjustment										Less: NCI carrying value adjustment	—		322
Plus: Elimination of cumulative NCI carrying value adjustments										Plus: Elimination of cumulative NCI carrying value adjustments	25,842		—
Income available to common shareholders from discontinued operations, net of taxes										Income available to common shareholders from discontinued operations, net of taxes	46,755		3,322
Net income (loss) attributable to Tribune common stockholders	Net income (loss) attributable to Tribune common stockholders	$	(606)	$	2,696	$	(46,264)	$	(1,979)	Net income (loss) attributable to Tribune common stockholders	$	52,877	$	(45,658)

Shares - Denominator:	Shares - Denominator:									Shares - Denominator:
Weighted average number of common shares outstanding (basic)	Weighted average number of common shares outstanding (basic)	36,462		35,711		36,378		35,669		Weighted average number of common shares outstanding (basic)	36,687		36,294
Dilutive effect of employee stock options and RSUs	Dilutive effect of employee stock options and RSUs	—		155		—		—		Dilutive effect of employee stock options and RSUs	336		0
Adjusted weighted average shares outstanding (diluted)	Adjusted weighted average shares outstanding (diluted)	36,462		35,866		36,378		35,669		Adjusted weighted average shares outstanding (diluted)	37,023		36,294

Basic net income (loss) attributable to Tribune per common share:	Basic net income (loss) attributable to Tribune per common share:									Basic net income (loss) attributable to Tribune per common share:
Income (loss) from continuing operations	Income (loss) from continuing operations	$	(0.02)	$	0.10	$	(1.27)	$	(0.04)	Income (loss) from continuing operations	$	0.17	$	(1.35)
Income (loss) from discontinued operations		$	—	$	(0.02)	$	—	$	(0.02)
Income from discontinued operations										Income from discontinued operations	$	1.27	$	0.09
Basic net income (loss) attributable to Tribune per common share	Basic net income (loss) attributable to Tribune per common share	$	(0.02)	$	0.08	$	(1.27)	$	(0.06)	Basic net income (loss) attributable to Tribune per common share	$	1.44	$	(1.26)

Diluted net income (loss) attributable to Tribune per common share:	Diluted net income (loss) attributable to Tribune per common share:									Diluted net income (loss) attributable to Tribune per common share:
Income (loss) from continuing operations	Income (loss) from continuing operations	$	(0.02)	$	0.10	$	(1.27)	$	(0.04)	Income (loss) from continuing operations	$	0.17	$	(1.35)
Income (loss) from discontinued operations		$	—	$	(0.02)	$	—	$	(0.02)
Income from discontinued operations										Income from discontinued operations	$	1.26	$	0.09
Diluted net income (loss) attributable to Tribune per common share	Diluted net income (loss) attributable to Tribune per common share	$	(0.02)	$	0.08	$	(1.27)	$	(0.06)	Diluted net income (loss) attributable to Tribune per common share	$	1.43	$	(1.26)

The number of stock options that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts was ~~361,608 and 473,274~~14,000 for the three ~~and six~~ months ended ~~June~~March 28, ~~2020, respectively.~~2021. The number of stock options that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts was ~~924,887~~584,940 for the three ~~and six~~ months ended ~~June 30, 2019, respectively.~~March 29, 2020.

The number of RSUs that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts was ~~666,003 and 660,282~~654,561 for the three ~~and six months ended~~

~~TRIBUNE PUBLISHING COMPANY~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

June 28, 2020, respectively. The number of RSUs that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts was 1,341,464 and 1,282,973 for the three and six months ended ~~June 30, 2019, respectively.~~March 29, 2020.

NOTE ~~15:~~11: STOCKHOLDERS’ EQUITY

~~Dividends~~

~~On February 19, 2020, the Board of Directors declared a cash dividend of $0.25 per share~~The holders of common stock ~~outstanding. The cash~~are entitled to 1 vote per share on all matters to be voted on by stockholders. Holders of common stock will share in any dividend ~~of $9.1 million was paid on March 16, 2020, to shareholders of record as of March 2, 2020. Additionally,~~declared by the ~~Company accrued dividend equivalents of $0.2 million for RSUs outstanding as of the record date.~~

~~On May 8, 2020, the~~ Board of Directors of the Company ~~suspended~~(the “Board”). In the ~~Company's quarterly~~event of the Company’s liquidation, dissolution or winding up, all holders of common stock are entitled to share ratably in any assets available for distribution to holders of common stock.

Agreement and Plan of Merger

On February 16, 2021, the Company entered into a Merger Agreement pursuant to which the Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of TELLC (the “Merger”). TELLC is the acquirer and is an affiliate of Alden Funds, the Company’s largest shareholder.

Subject to the terms and conditions set forth in the Merger Agreement, at the closing of the Merger, each share of common stock, par value $0.01 per share (other than treasury stock or common stock held by TELLC or any of its affiliates)

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

issued and outstanding immediately as of the closing (other than dissenting shares) will be converted into the right to receive $17.25 in cash, ~~dividend program until further notice given~~without interest (the “Merger Consideration”).

The consummation of the ~~unprecedented economic disruption caused~~Merger (the “Closing”) is subject to certain customary mutual conditions, including (i) the approval of the Company’s stockholders holding two-thirds of the outstanding shares of common stock not owned by ~~COVID-19. This~~TELLC and its affiliates, (ii) the expiration or termination of any waiting period applicable to the closing of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and (iii) the absence of any order of any U.S. court that prohibits, renders illegal or permanently enjoins the consummation of the Merger. The obligation of each party to consummate the Merger is also conditioned upon (i) the accuracy of the representations and warranties of the other party as of the date of the Merger Agreement and as of the Closing (subject to customary materiality qualifiers), (ii) compliance by the other party in all material respects with its pre-Closing obligations under the Merger Agreement and (iii) in TELLC’s case, the absence of a material adverse effect with respect to the Company.

The Company and TELLC have each made customary representations, warranties and covenants in the Merger Agreement. Subject to certain exceptions, the Company has agreed, among other things, to covenants relating to the conduct of its business during the interim period between the execution of the Merger Agreement and the consummation of the Merger. The parties have also agreed to use their respective reasonable best efforts to obtain governmental and regulatory approvals. In addition, subject to certain exceptions, the Company has agreed to covenants relating to (i) the submission of the Merger Agreement to the Company’s stockholders at a special meeting thereof for approval, (ii) the recommendation by the Board in favor of the adoption by the Company’s stockholders of the Merger Agreement and (iii) non-solicitation obligations of the Company relating to alternative acquisition proposals.

Either the Company or TELLC may terminate the Merger Agreement if (i) TELLC, Merger Sub and the Company agree by mutual written consent to do so, (ii) the Merger has not been consummated on or before December 31, 2021 (the “End Date”), (iii) any court has issued an order permanently restraining, enjoining or otherwise prohibiting the Merger and such order or other action ~~along~~is, or has become, final and non-appealable, (iv) the approval of the Company’s stockholders is not obtained at a meeting of the Company’s stockholders called for the purpose of adopting the Merger Agreement or (v) the other party breaches any representation, warranty or covenant that results in the failure of the related closing condition to be satisfied, subject to a cure period in certain circumstances. In addition, the Company may, under certain circumstances, terminate the Merger Agreement in order for the Company to enter concurrently into a definitive written agreement with ~~many~~respect to an unsolicited superior acquisition proposal, subject to the Company having first complied with certain matching rights and other ~~operational actions taken at~~obligations set forth in the Merger Agreement. Additionally, TELLC may, under certain circumstances, terminate the Merger Agreement if (i) the Board changes or adversely modifies its recommendation that the Company’s stockholders vote in favor of adopting the Merger Agreement or (ii) the Company materially breaches its non-solicitation obligations and such breach results in an alternative transaction proposal.

If the Merger Agreement is terminated (i) by the Company in order for the Company to enter into a definitive written agreement with respect to an unsolicited superior acquisition proposal, (ii) by TELLC because (a) the Board changes or adversely modifies its recommendation that the Company’s stockholders vote in favor of adopting the Merger Agreement or (b) the Company materially breaches its non-solicitation obligations and such breach results in an alternative transaction proposal, or (iii) by (x) either party because the Merger was not consummated on or before the End Date (as it may be extended) or approval of the Company’s stockholders was not obtained or (y) by TELLC if the Company commits a breach of any representation, warranty or covenant that results in the failure of the related closing condition to be satisfied (subject to a cure period in certain circumstances), but only if, in the case of this clause (iii), an alternative acquisition proposal was previously made and, within 12 months after termination of the Merger Agreement, the Company enters into an agreement for an alternative transaction or an acquisition transaction is consummated, then, in each case, the Company will ~~help preserve liquidity. The Board of Directors will continue~~be obligated to ~~monitor liquidity needs and capital allocation~~pay to TELLC a one-time fee equal to $20.0 million in cash.

If the Merger Agreement is terminated by the Company (i) if TELLC breaches any representation, warranty or covenant that results in the ~~future.~~failure of the related closing condition to be satisfied, subject to a cure period in certain circumstances or (ii) if the conditions to TELLC’s obligations to consummate the Merger are satisfied or waived, and TELLC does not consummate the Merger when required by the Merger Agreement, then TELLC will be obligated to pay to the Company a one-time liquidated damages amount equal to $50.0 million in cash.

~~Stock Repurchases~~

~~On March 13, 2019,~~Pursuant to the Merger Agreement, TELLC agreed to vote all of its shares of common stock in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, so long as the Board

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

has not changed or adversely modified its recommendation in favor of ~~Directors authorized $25.0 million~~the Merger Agreement. The Merger Agreement also prohibits TELLC from transferring any of its shares of common stock, subject to ~~be used for stock repurchases for 24 months from the date of authorization. NaN repurchases were made in the six months ended June 28, 2020.~~

~~Significant Shareholders~~

~~Alden Funds~~certain exceptions.

Alden Global Opportunities Master Fund, L.P. and Alden Global Value Recovery Master Fund, L.P. ~~(together,~~(each, a “Guarantor”), have entered into a Limited Guarantee dated February 16, 2021 (the “Limited Guarantee”) with the ~~“Alden Funds”~~Company to guarantee TELLC’s obligation to pay the liquidated damages amount to the Company and certain other specified payments to the Company, subject to the terms and obligations set forth in the Limited Guarantee.

The Guarantors have also entered into an equity commitment letter dated as of February 16, 2021 (the “Equity Commitment Letter”) with TELLC pursuant to which the Guarantors have made an equity commitment of $375.0 million to TELLC to fund the payment of the aggregate Merger Consideration. The Company is a third-party beneficiary of the Equity Commitment Letter and has the right to specifically enforce the Guarantors’ obligations thereunder, if the conditions to TELLC’s obligations to consummate the Merger are satisfied or waived, and the Merger is consummated substantially simultaneously.

Concurrent with the signing of the Merger Agreement, Alden Funds has signed a non-binding term sheet to sell The Baltimore Sun to Sunlight for All Institute, a public charity formed by Stewart Bainum Jr..

Significant Shareholders

Alden Funds

Alden Funds beneficially ~~own 11,544,213~~owned 11,554,306 shares of Tribune common stock, which represented ~~31.6%~~31.4% of the outstanding shares of Tribune common stock as of ~~June~~March 28, ~~2020.~~2021. During November 2019, the Alden Funds acquired 11,544,213 shares of the Company’s common stock. Of those shares, 9,071,529 shares were purchased from Merrick Media and Michael W. Ferro, previously the Company’s non-executive Chairman of the Board, in a private transaction and the remaining shares were purchased on the open market.

On December 1, 2019, the Company entered into a Cooperation Agreement (“Cooperation Agreement”) with the Alden Funds pursuant to which the Board of Directors of the Company (the “Board”) agreed to increase the size of the Board to 8 directors and promptly appoint two designees from the Alden Funds (“Alden Designees”) as directors of the Company. Additionally, until June 30, 2020 (“Cooperation Period”), the size of the Board of Directors would not be increased above 8 members. Among other provisions, the Cooperation Agreement further provides that during the Cooperation Period, the Alden Funds and their affiliates would be subject to customary standstill restrictions, including (among others) refraining from (i) acquiring securities of the Company if it would result in their ownership of more than 33.0% of the Company’s outstanding shares of common stock, $0.01 par value; (ii) soliciting proxies to vote any securities of the Company; (iii) forming or participating in a “group” in connection with the Company’s voting securities or (iv) otherwise acting alone, or in concert with others, to seek to control or knowingly influence the management, the Board or policies of the Company (the “Standstill Restrictions”); provided that such prohibitions terminate if (a) a person or group that owns more than 15.0% of the issued and outstanding common stock (a “Related Party Investor”) (x) makes any proposal (other than a precatory proposal) at a meeting of the Company’s stockholders or otherwise acts alone, or in concert with others, to seek to control or knowingly influence the management, the Board or policies of the Company, (y) cooperates or otherwise acts in concert with the Board to nominate or elect a director that is proposed by, or is an employee or affiliate of, such Related Party Investor, or (z) acquires beneficial ownership of shares of common stock representing an additional 5.0% or more of the issued and outstanding common stock; (b) the Company enters into a material agreement with any Related Party Investor, other than on arms’ length terms (a “Related Party Agreement”) or alters, amends or modifies in any way a Related Party Agreement, other than on terms no less favorable to the Company than would be obtainable through arms’-length negotiations with a hypothetically similarly situated bona fide third-party; (c) the Company amends, waives or fails to enforce, the terms of any voting agreement or standstill agreement between the Company and a Related Party Investor other than such amendments or waivers that, taken as a whole, make the agreement more restrictive on the Related Party Investor

~~TRIBUNE PUBLISHING COMPANY~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

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

On July 1, 2020, the Company entered into an Amended and Restated Cooperation Agreement (the “Amended and Restated Cooperation Agreement”) with the Alden Funds and Alden Global Capital LLC regarding the composition of the Board and related matters. The Amended and Restated Cooperation Agreement provides that the Board ~~of Directors of the Company~~ will increase the size of the Board to 7 directors and appoint Randall D. Smith to fill the resulting vacancy. The Board had been reduced to 6 members at the 2020 annual shareholders meeting when 2 of the Board members retired. ~~Additionally, until~~

The Amended and Restated Cooperation Agreement further provides, among other things, that:

•Until the earlier of June 16, 2021 or the first business day following the Company’s 2021 annual meeting of stockholders, which will be held on or before June 15, 2021 (the “Amended Cooperation Period”), the size of the Board ~~of Directors~~ will not be increased above 7 members. ~~The~~

•During the Amended ~~and Restate~~ Cooperation ~~Agreement carried forward from~~Period, the ~~Cooperation Agreement the Standstill Restrictions, with certain changes to the termination provisions.~~Alden Funds and their affiliates will be subject to customary standstill restrictions, including (among others) refraining from (i) acquiring securities of the Company if it would result in their ownership of more than 33.0% of the Company’s outstanding shares of common stock, $0.01 par value (“Common Stock”); (ii) soliciting proxies to vote any securities of the Company; (iii) forming or participating in a “group” in connection with the Company’s voting securities or (iv) otherwise acting alone, or in concert with others, to seek to control or knowingly influence the management, ~~The threshold for~~Board or policies of the Company; provided that such prohibitions terminate if (a) a person or group ~~to become a Related Party Investor was lowered to ownership of~~that owns more than 10.0% of the ~~Company’s~~ issued and outstanding ~~common stock, and the Standstill Restrictions will terminate only if (a) a Related~~Common Stock (a “Related Party ~~Investor~~Investor”) (x) submits a valid stockholders proposal (other than a precatory proposal) at a meeting of the Company’s stockholders or (y) submits a valid notice of nomination to nominate on or more persons for election to the Board at a meeting of the Company’s stockholders; (b) the Company enters into a material agreement with any Related Party Investor, other than a Related Party Agreement or alters, amends or modifies in any way a Related Party Agreement, other than on terms no less favorable to the Company than would be obtainable through arms’-length negotiations with a hypothetically similarly situated bona fide third-party; (c) the Company amends, waives or fails to enforce, the terms of any voting agreement or standstill agreement between the Company and a Related Party Investor other than such amendments or waivers that, taken as a whole, make the agreement more restrictive on the Related Party Investor; (d) any of Ms. Dana Goldsmith Needleman, Mr. Christopher Minnetian, Mr.

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Randall D. Smith and their successors designated by the Alden Funds are not nominated for election at, or are not elected at, the Company’s 2021 annual stockholder meeting; or (e) on the date that (1) the Company executes a definitive agreement providing for the acquisition of a majority of the outstanding shares of common stock or a majority of the consolidated assets of the Company and its subsidiaries or (2) is 10 business days after commencement of a tender offer that, if consummated, would result in the offeror acquiring a majority of the outstanding shares of common stock and the Board has not recommended against acceptance of such tender offer. The prohibitions described in clause (i) of the Standstill Restrictions above will also terminate on the date that any person or group, other than the Alden Funds and their affiliates, acquires beneficial ownership of shares of common stock that results in such person or group beneficially owning 30.0% or more of the Company’s then-outstanding shares of common stock.

•During the Amended Cooperation Period, the Alden Funds will (a) vote their shares of common stock in favor of any Company director or any nominee designated by the Compensation, Nominating and Corporate Governance Committee of the Board and against the removal of any Company director and (b) not deposit any shares of common stock that they own or have the right to vote into a voting trust or subject them to a voting agreement or similar arrangement.

Nant Capital, LLC

Dr. Patrick Soon-Shiong, a former director of the Company, together with Nant Capital, beneficially own 8,743,619 shares of Tribune common stock, which represented ~~24.0%~~23.7% of the outstanding shares of Tribune common stock as of ~~June~~March 28, ~~2020.~~2021. California Capital Equity, LLC (“CalCap”) directly owns all of the equity interests of Nant Capital, and CalCap may be deemed to have beneficial ownership of the shares held by Nant Capital. Dr. Soon-Shiong directly owns all of the equity interests of CalCap and may be deemed to beneficially own and share voting power and investment power with Nant Capital over all shares of Tribune common stock beneficially owned by Nant Capital. Under the Securities Purchase Agreement dated May 22, 2016, among the Company, Nant Capital and Dr. Patrick Soon-Shiong (“Nant Purchase Agreement”), Nant Capital and Dr. Soon-Shiong and their respective affiliates are prohibited from transferring shares of the Company’s common stock if the transfer would result in a person beneficially owning more than 4.9% of the Company’s then-outstanding shares of common stock following the transfer, as well as transfers to a material competitor of the Company in any of the Company’s then-existing primary geographical markets.

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

~~TRIBUNE PUBLISHING COMPANY~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

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

~~Rights Agreemen~~t

On July 27, 2020, the Board ~~of the Company~~ declared a dividend of 1 preferred stock purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share of the Company. The dividend iswas payable on August 7, 2020, to holders of record as of the close of business on that date. The Board has adopted the Rights Agreement to reduce the likelihood that a potential acquirer would gain (or seek to influence or change) control of the Company through acquisitions from other stockholders, open market accumulation or other tactics without paying an appropriate premium for the Company’s shares. In general terms and subject to certain exceptions, it works by imposing a significant penalty upon any person or group (including a group of persons that are acting in concert with each other) that acquires 10.0% or more of the outstanding common stock of the Company without the approval of the Board.

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

On February 16, 2021 in connection with the transactions contemplated by the Merger Agreement, the Company entered into an Amendment No. 1 (“Amendment No. 1”) to the Rights Agreement. Amendment No. 1 provides, among other things, that (i) neither the approval, execution, delivery or performance of the Merger Agreement or the other contracts or instruments related thereto, nor the announcement or the consummation of the Merger, will (a) cause the Rights to become exercisable, (b) cause TELLC, Merger Sub or any of their Affiliates or Associates (as defined in the Rights Agreement) to become an Acquiring Person (as defined in the Rights Agreement) or (c) give rise to a Stock Acquisition Date (as defined in the Rights Agreement), Distribution Date (as defined in the Rights Agreement) or Section 9(a)(ii) Event (as defined in the Rights Agreement), (ii) the Company Rights will expire in their entirety, and the Rights Agreement will terminate, immediately prior to the Effective Time (but only if the Effective Time occurs) without any consideration payable therefor or in respect thereof, and (iii) the “Acting in Concert” (as defined in the Rights Agreement) provisions of the Rights Agreement will be removed.

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

On April 23, 2021, the Company entered into an Amendment No. 2 (“Amendment No. 2”) to the Rights Agreement. Amendment No. 2 provides, among other things, that (1) the definition of “Passive Investor” shall be amended to replace “and” with “or” between romanettes (ii) and (iii) thereof and (2) the definition of “Specified Percentage” shall be amended to replace “10%” with “15%.” The Company entered into Amendment No. 2 in connection with the court approved settlement of litigation concerning the Rights Agreement. The Company settled plaintiff’s legal costs totaling $2.4 million related to the litigation.

Stock Repurchases

On March 13, 2019, the Board authorized $25.0 million to be used for stock repurchases for 24 months from the date of authorization. The authorization expired on March 12, 2021 and no repurchases were made.

NOTE ~~16:~~12: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table sets forth the components of accumulated other comprehensive income (loss), net of tax, for the ~~six~~three months ended ~~June~~March 28, ~~2020,~~2021, where applicable (in thousands):


		Foreign Currency		OPEB		Pension		Total			Foreign Currency		OPEB		Pension		Total
Balance at December 29, 2019		$	(60)	$	42	$	(2,334)	$	(2,352)
Balance at December 27, 2020										Balance at December 27, 2020	$	(83)	$	(44)	$	(2,565)	$	(2,692)
Amounts reclassified from AOCI	Amounts reclassified from AOCI	—		(44)		—		(44)		Amounts reclassified from AOCI	0		0		0		0
Foreign currency translation adjustments	Foreign currency translation adjustments	(7)		—		—		(7)		Foreign currency translation adjustments	52		0		0		52
Balance at June 28, 2020		$	(67)	$	(2)	$	(2,334)	$	(2,403)
Balance at March 28, 2021										Balance at March 28, 2021	$	(31)	$	(44)	$	(2,565)	$	(2,640)

The following table presents the amounts and line items in the Consolidated Statements of Income (Loss) where adjustments reclassified from accumulated other comprehensive income (loss) were recorded during the three ~~and six~~ months ended ~~June~~March 29, 2020. There were no reclassifications from accumulated other comprehensive income (loss) during the three months ended March 28, ~~2020 and June 30, 2019 (in thousands):~~2021.

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

Three months ended

Affected Line Items in the Consolidated Statements of Income (Loss)

(in thousands)

March 29, 2020

Pension and postretirement benefit adjustments:

Amortization of prior service credits

(35)

Other income, net

Amortization of actuarial gains

Other income, net

Total before taxes

(32)

Tax effect

(9)

Income tax expense (benefit)

Total reclassifications for the period

(23)

~~TRIBUNE PUBLISHING COMPANY~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

NOTE ~~17:~~13: CONTINGENCIES

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

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE ~~18:~~14: SUPPLEMENTAL CASH FLOW INFORMATION

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


		Six months ended							Three months ended
		June 28, 2020		June 30, 2019			March 28, 2021		March 29, 2020
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Interest	Interest	$	194	$	—	Interest	$	0	$	258
Income taxes, net of refunds	Income taxes, net of refunds	(3,895)		7,957		Income taxes, net of refunds	$	(14)	$	(1,392)

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


		June 28, 2020		December 29, 2019			March 28, 2021		December 27, 2020
Cash	Cash	$	80,515	$	60,963	Cash	$	222,409	$	98,862
Restricted cash	Restricted cash	33,449		37,290		Restricted cash	28,270		29,925
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	113,964	$	98,253	Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	250,679	$	128,787

Cash, cash equivalents, and restricted cash in discontinued operations						Cash, cash equivalents, and restricted cash in discontinued operations	$	0	$	1,159

2622

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

The following discussion and analysis should be read in conjunction with the other sections of this Quarterly Report on Form 10-Q, including the Company’s Consolidated Financial Statements and related Notes filed as part of this Quarterly Report, and “Cautionary Statement Concerning Forward-Looking Statements.” Management’s Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and other factors described throughout this Quarterly Report as well as the factors described in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March ~~11, 2020~~8, 2021 (“the ~~“2019~~“2020 Annual Report”), particularly under Item 1A. “Risk Factors,” and in the Company’s other filings with the ~~SEC.~~SEC.

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

OVERVIEW

Tribune Publishing Company was formed as a Delaware corporation on November 21, 2013. Tribune Publishing Company together with its subsidiaries (collectively, the “Company” or “Tribune”) is a media company rooted in award-winning journalism. Headquartered in Chicago, Tribune operates local media businesses in eight markets with titles including the Chicago Tribune, New York Daily News, The Baltimore Sun, Hartford Courant, South Florida’s Sun Sentinel, Orlando Sentinel, Virginia’s Daily Press and The Virginian-Pilot, and The Morning Call of Lehigh Valley, Pennsylvania. Tribune also operates Tribune Content Agency (“TCA”) ~~and is the majority owner in BestReviews LLC (“BestReviews”)~~.

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

On December 29, 2020, the Company completed the sale of its majority ownership of BestReviews Inc. (“BestReviews”). See Note 5 to the Consolidated Financial Statements for additional information on the disposition and related discontinued operations.

On February 16, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Tribune Enterprises, LLC, a Delaware limited liability company (“TELLC”), Tribune Merger Sub, Inc, a Delaware corporation and a direct, wholly owned subsidiary of TELLC (“Merger Sub”), and the Company, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of TELLC. TELLC is an affiliate of Alden Global Opportunities Master Fund, L.P. and Alden Global Value Recovery Master Fund, L.P. (collectively, “Alden Funds”), the Company’s largest shareholder. Upon completion of the transaction the Company will become a privately held company, and its common stock will no longer be listed on any public market. See Note 11 to the Consolidated Financial Statements for additional information related to the Merger Agreement.

The Company continues to position itself as a leaner, more agile operation in order to sustain itself for the long term. Accordingly, the Company is aggressively ~~flattening its management organization, reducing its real estate footprint and~~ eliminating fixed cost infrastructure as well as continually assessing its operations in an effort to identify opportunities to enhance operational efficiencies and reduce expenses. In the past these activities have included, and could include in the future, outsourcing of various functions or operations, abandonment of leased space and other activities which may result in changes to employee headcount. See Note 54 to the Consolidated Financial Statements for more information on changes in operations in the ~~six~~three months ended ~~June~~March 28, ~~2020.~~2021. The Company expects to continue to take actions deemed appropriate to enhance profitability but does not currently know whether or when any such actions will occur or the potential costs and expected savings. Depending on the actions taken and the timing of any such actions, the anticipated cost savings could be recognized in fiscal periods that do not correspond to the fiscal period(s) in which the charges are recognized. As a result, the Company’s net income trends could be impacted and be more difficult to predict.

~~COVID-19 Update~~

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

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

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

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

As part of the Company’s reduction in spending, it has withheld payment of rent for a majority of its leased facilities in April and May and requested rent relief in various forms, as described in Note 3 to the Consolidated Financial Statements. Tribune has been notified by a number of lessors that it is in default under the terms of the respective leases and the Company and certain of such lessors have formally filed complaints in their local jurisdictions. The Company is negotiating with such lessors on the terms of the potential rent relief and the lessors’ remedies and is responding timely to all filed complaints. T~~he Company has secured lease restructuring, rent abatements and deferrals for approximately 24 leases and terminations on 4 leases~~.

Products and Services

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

Daily Newspapers

Weekly Newspapers

Niche Publications

Cost:

Paid

Paid and free

Distribution:

Distributed four to seven days per week

Distributed one to three days per week

Distributed weekly, monthly or on an annual basis

Income:

Revenue from advertisers, subscribers, rack/box sales

Paid: Revenue from advertising, subscribers, rack/box sales

Paid: Revenue from advertising, rack/box sales

Free: Advertising revenue only

As of ~~June~~March 28, ~~2020,~~2021, the Company’s prominent print publications and websites include:

Media Group

City

Masthead

Website

Circulation Type

Paid or Free

Chicago Tribune Media Group

Chicago, IL

Chicago Tribune

www.chicagotribune.com

Daily

Paid

Chicago, IL

Chicago Magazine

www.chicagomag.com

Monthly

Paid

New York Daily News Media Group

New York, NY

New York Daily News

www.nydailynews.com

Daily

Paid

The Baltimore Sun Media Group

Baltimore, MD

The Baltimore Sun

www.baltimoresun.com

Daily

Paid

Annapolis, MD

The Capital

www.capitalgazette.com

Daily

Paid

Westminster, MD

Carroll County Times

www.carrollcountytimes.com

Daily

Paid

Hartford Courant Media Group

Hartford County, CT,
Middlesex County, CT,
Tolland County, CT

Hartford Courant

www.courant.com

Daily

Paid

~~Media Group~~

~~City~~

~~Masthead~~

~~Website~~

~~Circulation Type~~

~~Paid or Free~~

Sun Sentinel Media Group

Broward County, FL,
Palm Beach County, FL

Sun Sentinel

www.sun-sentinel.com

Daily

Paid

Broward County, FL,
Palm Beach County, FL

el Sentinel

www.sun-sentinel/elsentinel.com

Weekly

Free

Orlando Sentinel Media Group

Orlando, FL

Orlando Sentinel

www.orlandosentinel.com

Daily

Paid

Orlando, FL

el Sentinel

www.orlandosentinel/elsentinel.com

Weekly

Free

Virginia Media Group

Newport News, VA (Peninsula)

Daily Press

www.dailypress.com

Daily

Paid

Norfolk, VA

The Virginian-Pilot

www.pilotonline.com

Daily

Paid

The Morning Call Media Group

Lehigh Valley, PA

The Morning Call

www.themorningcall.com

Daily

Paid

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

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

Revenue Sources

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

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

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

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

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

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

~~Results of Operations~~RESULTS OF OPERATIONS

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


		Three months ended										Six months ended							Three months ended
		Jun 28, 2020		Jun 30, 2019		% Change		Jun 28, 2020		Jun 30, 2019		% Change			Mar 28, 2021		Mar 29, 2020		% Change
Circulation														Circulation	$	87,542	$	90,012	(2.7%)
Advertising	Advertising	$	53,761	$	103,552	(48.1	%)	$	130,577	$	200,320	(34.8	%)	Advertising	56,531		76,816		(26.4%)
Circulation		87,255		91,571		(4.7	%)	177,267		184,446		(3.9	%)
Other	Other	42,084		55,204		(23.8	%)	91,741		110,086		(16.7	%)	Other	29,481		39,613		(25.6%)
Total operating revenues	Total operating revenues	183,100		250,327		(26.9	%)	399,585		494,852		(19.3	%)	Total operating revenues	173,554		206,441		(15.9%)
Compensation	Compensation	70,265		95,808		(26.7	%)	167,093		193,517		(13.7	%)	Compensation	61,759		96,268		(35.8%)
Newsprint and ink	Newsprint and ink	7,399		15,118		(51.1	%)	18,119		31,221		(42.0	%)	Newsprint and ink	6,624		10,720		(38.2%)
Outside services	Outside services	66,169		80,425		(17.7	%)	141,211		164,238		(14.0	%)	Outside services	63,200		74,585		(15.3%)
Other operating expenses	Other operating expenses	30,073		39,223		(23.3	%)	65,491		81,441		(19.6	%)	Other operating expenses	28,284		30,154		(6.2%)
Depreciation and amortization	Depreciation and amortization	9,869		11,648		(15.3	%)	19,342		23,732		(18.5	%)	Depreciation and amortization	5,242		8,813		(40.5%)
Impairment	Impairment	—		—		*		51,049		—		*		Impairment	—		51,049		*
Total operating expenses	Total operating expenses	183,775		242,222		(24.1	%)	462,305		494,149		(6.4	%)	Total operating expenses	165,109		271,589		(39.2%)
Income (loss) from operations	Income (loss) from operations	(675)		8,105		*		(62,720)		703		*		Income (loss) from operations	8,445		(65,148)		*
Interest income (expense), net		(185)		315		*		(215)		535		*
Loss on equity investments, net		(117)		(555)		(78.9	%)	(117)		(1,042)		(88.8%)
Other income (expense), net		449		(56)		*		836		17		*
Income tax expense (benefit)		2,084		(2,465)		*		19,766		417		*
Interest expense, net														Interest expense, net	(144)		(30)		*
Other income, net														Other income, net	403		387		4.1%
Income tax (expense) benefit														Income tax (expense) benefit	(2,582)		15,811		*
Net income (loss) from continuing operations	Net income (loss) from continuing operations	1,556		5,344		(70.9%)		(42,450)		630		*		Net income (loss) from continuing operations	6,122		(48,980)		*
Plus: Loss from discontinued operations, net of taxes		—		(722)		*		—		(722)		*
Plus: Income from discontinued operations, net of taxes														Plus: Income from discontinued operations, net of taxes	20,500		4,974		*
Net income (loss)	Net income (loss)	1,556		4,622		(66.3%)		(42,450)		(92)		*		Net income (loss)	26,622		(44,006)		*
Less: Income attributable to noncontrolling interest		2,162		1,926		12.3	%	3,492		1,887		85.1%
Less: Income (loss) attributable to noncontrolling interest ("NCI")														Less: Income (loss) attributable to noncontrolling interest ("NCI")	(413)		1,330		*
Net income (loss) attributable to Tribune common stockholders	Net income (loss) attributable to Tribune common stockholders	$	(606)	$	2,696	*		$	(45,942)	$	(1,979)	*		Net income (loss) attributable to Tribune common stockholders	$	27,035	$	(45,336)	*

* Represents positive or negative change in excess of 100%

Three months ended ~~June~~March 28, ~~2020~~2021 compared to the three months ended ~~June 30, 2019~~March 29, 2020

Circulation Revenue—Circulation revenues decreased 2.7%, or $2.5 million, in the three months ended March 28, 2021, compared to the same period for 2020. Home delivery revenue decreased $5.9 million and single copy sales decreased $2.3 million. These decreases were partially offset by an increase of $5.8 million in digital subscription revenue as customers turn to digital delivery.

Advertising Revenue—Advertising revenues decreased ~~48.1%~~26.4%, or ~~$49.8~~$20.3 million, in the three months ended ~~June~~March 28, ~~2020,~~2021, compared to the same period for ~~2019,~~2020, due to decreases in all revenue categories. Retail advertising decreased ~~$39.3~~$18.4 million, ~~year over year,~~classified advertising decreased $1.8 million and national advertising decreased ~~$5.4 million and classified advertising decreased $5.3~~$0.2 million. The COVID-19 pandemic continues to exacerbate the decline in advertising ~~revenue.~~

~~Circulation Revenue—Circulation revenues decreased 4.7%, or $4.3~~revenue when comparing to pre-pandemic periods and the prior year included $2.0 million related to cars.com and forsalebyowner.com transition sales contracts which fully cycled in the three months ended June 28, 2020, compared to the same period for 2019. Home delivery revenue decreased $4.4 million and single copy sales decreased $3.4 million. These decreases were partially offset by an increasesecond quarter of ~~$3.4 million in digital subscription revenue as customers turn to digital delivery.~~last year..

Other Revenue—Other revenues consist of commercial print and delivery, direct mail and marketing, and content syndication and licensing, referral fees and other revenue. Other revenues decreased ~~23.8%~~25.6%, or ~~$13.1~~$10.1 million, in the three months ended ~~June~~March 28, ~~2020,~~2021, compared to the same period for ~~2019.~~2020. Commercial print and delivery revenue decreased ~~$6.8~~$4.9 million, direct

mail revenue decreased ~~$3.9~~$2.6 million, and revenue from the TSA agreement decreased ~~$5.0 million. These decreases were partially offset by a $3.1~~$1.7 million ~~increase~~due to the conclusion of the operational transition to NantMedia Holdings, LLC in ~~referral revenue at BestReviews.~~the second quarter of 2020.

Compensation Expense—Compensation expense decreased ~~26.7%~~35.8%, or ~~$25.5~~$34.5 million, in the three months ended ~~June~~March 28, ~~2020.~~2021. This decrease was due primarily to a decrease in salary and payroll tax expense of ~~$13.4~~$17.2 million, a decrease in severance costs of ~~$8.7 million in multiemployer pension expense, a decrease in incentive compensation of $6.9~~$15.1 million and a decrease of $1.4 million in ~~stock-based~~workers compensation ~~of $1.3 million.~~expense. These decreases were partially offset by an increase of $1.6 million in ~~severance costs of $6.2 million.~~multiemployer pension expense.

Newsprint and Ink Expense—Newsprint and ink expense decreased ~~51.1%~~38.2%, or ~~$7.7~~$4.1 million, in the three months ended ~~June~~March 28, ~~2020.~~2021. This decrease was due primarily to a decrease in the average cost per ton of newsprint and a decrease in volume.

Outside Services Expense—Outside services expense decreased ~~17.7%~~15.3%, or ~~$14.3~~$11.4 million, in the three months ended ~~June~~March 28, ~~2020.~~2021. This decrease was due primarily to a ~~reduction~~decrease of ~~$6.4~~$5.8 million in third party delivery expense, a ~~reduction~~decrease of ~~$3.0~~$1.7 million in ~~circulation and distribution expenses,~~digital services related to consolidation of third party providers, a decrease of $1.4 million in accrued legal expense, a decrease of $1.1 million in temporary help and a decrease of $1.0 million in freelance purchased content.

Other Operating Expenses—Other expenses include occupancy costs, promotion and marketing costs, affiliate fees and other miscellaneous expenses, including gains on fixed asset sales. These expenses decreased ~~23.3%~~6.2%, or ~~$9.2~~$1.9 million, in the three months ended ~~June~~March 28, ~~2020,~~2021, due primarily to a decrease of ~~$3.7~~$3.4 million in occupancy expenses, a decrease of $1.9 million in promotion expenses, a decrease of ~~$2.3 million in occupancy expenses, a decrease of $1.5 million in repairs and maintenance, a decrease of $1.3~~$0.9 million in travel and entertainment expenses, ~~with additional~~a decrease of $0.9 million in repairs and maintenance. These decreases ~~across all categories.~~were partially offset by a $2.4 million legal settlement related to the Rights Agreement. Additionally, in the first quarter of 2020, the Company recognized a gain on the sale of fixed assets of $5.2 million which partially offset the decreases in expenses in the first quarter of 2021.

Depreciation and Amortization Expense—Depreciation and amortization expense decreased ~~15.3%~~40.5%, or ~~$1.8~~$3.6 million, primarily due to decreased depreciation related to asset retirements in previous periods ~~partially offset by~~.

Impairment Expense—During the ~~accelerated depreciation~~first quarter of 2020, the Company recorded a non-cash impairment charge of $51.0 million with $41.4 million related to ~~printing~~long-lived assets, $7.1 million related to mastheads, and ~~packaging outsourcing at~~ ~~The Virginian-Pilot.~~

~~Loss on Equity Investments, Net—Loss on equity investments, net~~ ~~decreased~~ ~~$0.4~~$2.5 million ~~primarily due~~related to ~~additional reserves for certain investments of the Company in the prior year.~~goodwill. Long-lived asset impairments included $7.0 million related to abandoned lease space.

Income Tax Expense (Benefit)—Income tax expense ~~(benefit)~~ in~~increased~~creased ~~$4.5~~$18.4 million for the three months ended ~~June~~March 28, ~~2020~~2021, over the prior year period. For the three months ended ~~June~~March 28, ~~2020,~~2021, the Company recorded an income tax expense of $2.6 million. The effective tax rate on pretax income was 29.7% in the three months ended March 28, 2021. This rate differs from the U.S. federal statutory rate of 21% primarily due to state income taxes, net of federal benefit, tax expense related to vesting of stock compensation, and non-deductible expenses.

For the three months ended March 29, 2020, the Company recorded income tax benefit of ~~$2.1~~$15.8 million which includes an additional ~~$0.2~~$0.0 million benefit from the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) relating to the carryback of a loss to a period with a higher tax rate. The effective tax rate on pretax income was ~~394.7%~~24.4% in the three months ended ~~June 28,~~March 29, 2020. This rate differs from the U.S. federal statutory rate of 21% primarily due to state income taxes, net of federal benefit, noncontrolling interest, tax expense related to vesting of stock compensation, and non-deductible expenses.

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

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

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

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

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

3126

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

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

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

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

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

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

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

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

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

~~For the six months ended June 30, 2019, the Company recorded income~~Discontinued Operations—Income from discontinued operations, net of tax ~~benefit of $0.4 million. The effective tax rate on pretax income was (195.8%) in the six months ended June 30, 2019. This rate differs from the U.S. federal statutory rate of 21%~~increased $15.5 million or 312.1% primarily due to ~~state income taxes, net~~the gain of ~~federal benefit and non-deductible expenses.~~$29.5 million recognized on the sale of BestReviews during the first quarter of 2021.

NON-GAAP MEASURES

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

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


		Three months ended									Six months ended					Three months ended
(in thousands)	(in thousands)	June 28, 2020		June 30, 2019		% Change	June 28, 2020		June 30, 2019		% Change		(in thousands)	Mar 28, 2021		Mar 29, 2020		% Change
Net income (loss) from continuing operations	Net income (loss) from continuing operations	$	1,556	$	5,344	(70.9)	$	(42,450)	$	630	*		Net income (loss) from continuing operations	$	6,122	$	(48,980)	*
Income tax expense (benefit) from continuing operations	Income tax expense (benefit) from continuing operations	(2,084)		2,465		*	(19,766)		(417)		*		Income tax expense (benefit) from continuing operations	2,582		(15,811)		*
Interest income (expense), net		185		(315)		*	215		(535)		*
Loss on equity investments, net		117		555		(78.9)	117		1,042		(88.8)
Other income (expense), net		(449)		56		*	(836)		(17)		*
Interest expense, net													Interest expense, net	144		30		*
Other income, net													Other income, net	(403)		(387)		4.1%
Income (loss) from operations	Income (loss) from operations	(675)		8,105		*	(62,720)		703		*		Income (loss) from operations	8,445		(65,148)		*
Depreciation and amortization	Depreciation and amortization	9,869		11,648		(15.3)	19,342		23,732		(18.5	%)	Depreciation and amortization	5,242		8,813		(40.5%)
Impairment	Impairment	—		—		*	51,049		—		*		Impairment	—		51,049		*
Restructuring and transaction costs ⁽¹⁾	Restructuring and transaction costs ⁽¹⁾	8,061		1,796		*	21,282		12,669		68.0	%	Restructuring and transaction costs (1)	10,664		13,221		(19.3%)
Stock based compensation	Stock based compensation	1,540		2,879		(46.5%)	3,132		8,616		(63.6	%)	Stock based compensation	1,116		1,592		(29.9%)
Adjusted EBITDA from continuing operations	Adjusted EBITDA from continuing operations	$	18,795	$	24,428	(23.1%)	$	32,085	$	45,720	(29.8	%)	Adjusted EBITDA from continuing operations	$	25,467	$	9,527	*

* Represents positive or negative change in excess of 100%

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

Adjusted EBITDA is a financial measure that is not calculated in accordance with U.S. GAAP. Management believes that because Adjusted EBITDA excludes (i) certain non-cash expenses (such as depreciation, amortization, stock-based compensation, and gain/loss on equity investments) and (ii) expenses that are not reflective of the Company’s core operating results over time (such as restructuring costs, including the employee voluntary separation program and gain/losses on employee benefit plan terminations, litigation or dispute settlement charges or gains, premiums on stock buyback, impairment, and transaction-related costs), this measure provides investors with additional useful information to measure the Company’s financial performance, particularly with respect to changes in performance from period to period. The Company’s management uses Adjusted EBITDA (a) as a measure of operating performance; (b) for planning and forecasting in future periods; and (c) in communications with the Company’s Board of Directors (the "Board") concerning the Company’s financial performance. In addition, Adjusted EBITDA, or a similarly calculated measure, has been used as the basis for certain financial maintenance covenants that the Company was subject to in connection with certain credit facilities. Since not all companies use identical calculations, the Company’s presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies and should not be used by investors as a substitute or alternative to net income or any measure of financial performance calculated and presented in accordance with U.S. GAAP. Instead, management believes Adjusted EBITDA should be used to supplement the Company’s financial measures derived in accordance with U.S. GAAP to provide a more complete understanding of the trends affecting the business.

Although Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has limitations as an analytical tool, and investors should not consider it in isolation or as a substitute for, or more meaningful than, amounts determined in accordance with U.S. GAAP. Some of the limitations to using non-GAAP measures as an analytical tool are:

•they do not reflect the Company’s interest income and expense, or the requirements necessary to service interest or principal payments on the Company’s debt;

•they do not reflect future requirements for capital expenditures or contractual commitments; and

•although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and non-GAAP measures do not reflect any cash requirements for such replacements.

LIQUIDITY AND CAPITAL RESOURCES

The Company expects to fund capital expenditures and potential pension contributions in ~~2020~~2021 and other operating requirements through a combination of existing cash balances and cash flows from operations and investments. The Company believes that its working capital and future cash from operations discussed below will provide adequate resources to fund its operating and financing needs for the foreseeable future. ~~However, a~~s discussed above under the COVID-19 Update section and in Item 1A Risk Factors, the Company’s financial and operating performance remains subject to prevailing economic and industry conditions and to financial, business and other factors, some of which are beyond the control of the Company. Tribune’s liquidity could be negatively impacted if these conditions continue for a significant period of time and the Company may be required to pursue additional sources of financing to obtain working capital, maintain appropriate inventory levels and to meet our financial obligations. Capital and credit markets have been disrupted by the crisis and our ability to obtain any required financing is not guaranteed and largely dependent upon evolving market conditions and other factors. Depending on the continued impact of the crisis, further actions may be required to improve the Company’s cash position and capital structure. Despite the Company’s current liquidity position, no assurances can be made that cash flows from operations and investments, or dispositions of assets or operations will be sufficient to satisfy the Company’s future liquidity needs.

Sources and Uses

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


		Six months ended							Three months ended
		June 28, 2020		June 30, 2019			March 28, 2021		March 29, 2020
Net cash provided by operating activities		$	30,312	$	17,569
Net cash provided by (used for) operating activities						Net cash provided by (used for) operating activities	$	22,741	$	(9,123)
Net cash provided by (used for) investing activities	Net cash provided by (used for) investing activities	2,902		(9,467)		Net cash provided by (used for) investing activities	(2,271)		5,500
Net cash used for financing activities	Net cash used for financing activities	(17,503)		(3,716)		Net cash used for financing activities	1,597		(9,674)
Increase in cash attributable to continuing operations		$	15,711	$	4,386
Increase (decrease) in cash attributable to continuing operations						Increase (decrease) in cash attributable to continuing operations	22,067		(13,297)
Increase in cash attributable to discontinued operations						Increase in cash attributable to discontinued operations	99,825		4,907
Net increase (decrease) in cash						Net increase (decrease) in cash	$	121,892	$	(8,390)

Cash flow generated from operating activities is Tribune’s primary source of liquidity. Cash provided by continuing operating activities for the ~~six~~three months ended ~~June~~March 28, ~~2020,~~2021, totaled ~~$30.3~~$22.7 million compared to cash ~~provided by~~used for continuing operating activities of ~~$17.6~~$9.1 million for the ~~six~~three months ended ~~June 30, 2019.~~March 29, 2020. The increase in cash provided by operating activities was driven by an increase in cash from working capital of ~~$28.6~~$19.5 million primarily related to ~~a decreases~~favorable changes in accounts payable ~~partially offset by a decrease~~and prepaid expenses and an increase in operating results of ~~$15.8~~$12.3 million (defined as net income (loss) adjusted for non-working capital items).

Net cash used for investing activities from continuing operations totaled $2.3 million in the three months ended March 28, 2021, primarily used for capital expenditures. In the three months ended March 29, 2020, net cash provided by investing activities from continuing operations totaled ~~$2.9~~$5.5 million, ~~in the six months ended June 28, 2020,~~ primarily due to the net proceeds of ~~$9.0~~$9.0 million related to the sale of real property in Norfolk, Virginia, partially offset by ~~$6.5 million used for capital expenditures. In the six months ended June 30, 2019, net cash used for investing activities from continuing operations totaled $9.5 million,~~ ~~primarily due to~~ $~~9.3~~3.5 million used for capital expenditures.

Net cash provided by financing activities totaled $1.6 million for the three months ended March 28, 2021, primarily due to withholding for taxes on restricted stock unit vesting. In the three months ended March 29, 2020, net cash used for financing activities ~~totaled $17.5~~was $9.7 million, ~~for the six months ended June 28, 2020,~~ primarily due to payment of a cash dividend of $9.1 million to the Company’s common stockholders on March 16, 2020.

Net cash provided by discontinued operations totaled $99.8 million for the three months ended March 28, 2021 primarily related to the $99.9 million proceeds for the sale of BestReviews. Cash provided by discontinued operations totaled $4.9 million for the three months ended March 29, 2020, ~~and~~primarily related to BestReviews operating results partially offset by a payment of ~~$7.6~~$5.2 million in dividends paid to the noncontrolling ~~interest. There were no material financing activities for the six months ended June 30, 2019.~~

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

~~Dividends~~

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

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

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

Multiemployer pension

During ~~2020~~2021 the Company is required to make ~~$7.3~~$9.1 million in payments to the Teamsters Local Union No. 727 Pension Fund (the “Teamsters Fund”) under the amended rehabilitation plan. During the ~~six~~three months ended ~~June~~March 28, ~~2020~~2021, the Company has paid ~~$3.4~~$2.3 million of the payments required. The Company expects to contribute an additional ~~$3.9~~$6.8 million during the remainder of ~~2020.~~2021.

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

Employee Reductions

During the ~~six~~three months ended ~~June~~March 28, ~~2020,~~2021, the Company implemented reductions in staffing levels in its operations of ~~568~~86 positions for which the Company recorded pretax charges related to these reductions totaling ~~$23.0~~$1.6 million. These reductions include 199 positions related to the voluntary severance incentive plan initiated in the first quarter of 2020 and 141 position related to the outsourcing below. The related salary continuation payments began during the first quarter of 2020 and the final payment to the last employee is expected to be made in the third quarter of 2021.

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

~~Contractual Obligations~~

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

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

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

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

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

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

~~Other Changes~~

~~NEW ACCOUNTING STANDARDS~~

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of ~~June~~March 28, ~~2020,~~2021, there had been no material changes in the Company’s exposure to market risk from the disclosure included in the ~~2019~~2020 Annual Report.

Item 4. Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended ~~June~~March 28, ~~2020~~2021, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

PART II.

Item 1. Legal Proceedings

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

~~Tribune Company Bankruptcy~~

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

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

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

Item 1A. Risk Factors

In addition to the other information in this report, investors should carefully consider the discussion under “Risk Factors” in Item 1A as filed in the ~~2019~~2020 Annual Report. WeAs of the filing date of this report there have described in the 2019 Annual Report the primary risks related to our business and securities, and we periodically update those risks for material developments. We are providing below, in supplemental form, thebeen no material changes to ~~the Company’s~~our risk factors ~~that occurred during the past quarter. The risk factors~~as disclosed in ~~Item 1A of the 2019 Annual Report, provide additional disclosure and context for these supplemental risks.~~

~~Risks Relating to Our Business~~

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

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

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

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

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

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

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

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

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

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

On March 13, 2019, the Board of Directors of the Company authorized $25.0 million to be used for stock repurchases for 24 months from the date of authorization. No repurchases were made in the ~~six~~three months ended ~~June~~March 28, ~~2020.~~2021.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

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

Exhibit Description

Number

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

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

2.3* Agreement and Plan of Merger by and among Tribune Enterprises, LLC, Tribune Merger Sub, Inc., and Tribune Publishing Company, dated as of February 16, 2021 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on February 17, 2021).

2.4* Limited Guarantee by Alden Global Opportunities Master Fund, L.P. and Alden Global Value Recovery Master Fund, L.P. in favor of Tribune Publishing Company, dated as of February 16, 2021 (incorporated by reference to Exhibit 2.2 to the Form 8-K filed on February 17, 2021).

2.5* Membership Unit Purchase Agreement, dated as of December 11, 2020, by and among Nexstar Inc., BestReviews LLC, Tribune Publishing Company, LLC, and BR Holding Company, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on December 17, 2020).

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

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

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

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

10.1*

4.2* ~~Amended and Restated Cooperation~~Amendment No. 1 to Rights Agreement ~~dated as of July 1, 2020,~~ by and ~~among~~between Tribune Publishing Company ~~Alden Global Opportunities Master Fund, L.P.~~and Computershare Trust Company, N.A., ~~Alden Global Value Recovery Master Fund, L.P., and Alden Global Capital LLC~~dated as of February 16, 2021 (incorporated by reference to Exhibit ~~10.1~~4.1 to the ~~Current Report on~~ Form 8-K filed on ~~July~~February 17, 2021).

4.3* Amendment No. 2 ~~2020)~~to Rights Agreement b .y and between Tribune Publishing Company and Computershare Trus t Company, N.A., dated as of April 23, 2021 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on April 2 6, 2021

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

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

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

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Scheme Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page formatted as Inline XBRL and contained Exhibit 101

4031

SIGNATURES

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


			TRIBUNE PUBLISHING COMPANY

~~August 5, 2020~~		By:	/s/ Michael N. Lavey
			Michael N. Lavey
			Interim Chief Financial Officer, Chief Accounting Officer and Controller
	Date:	May 6, 2021

4132


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


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