Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 24, 2017 | Oct. 31, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | tronc, Inc. | |
Entity Central Index Key | 1,593,195 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 24, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 33,598,450 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | |
Income Statement [Abstract] | ||||
Operating revenues | $ 353,091 | $ 378,236 | $ 1,088,998 | $ 1,180,956 |
Operating expenses: | ||||
Compensation | 135,045 | 140,760 | 394,659 | 453,353 |
Newsprint and ink | 20,941 | 25,101 | 67,313 | 77,174 |
Outside services | 111,109 | 118,060 | 340,298 | 368,733 |
Other operating expenses | 65,584 | 79,104 | 207,512 | 227,634 |
Depreciation and amortization | 14,158 | 14,375 | 41,996 | 42,799 |
Total operating expenses | 346,837 | 377,400 | 1,051,778 | 1,169,693 |
Income from operations | 6,254 | 836 | 37,220 | 11,263 |
Interest expense, net | (6,544) | (6,673) | (19,425) | (20,116) |
Premium on stock buyback | 0 | 0 | (6,031) | 0 |
Gain (loss) on equity investments, net | 4,993 | (190) | 3,721 | (487) |
Reorganization items, net | 0 | (93) | 0 | (236) |
Income (loss) before income taxes | 4,703 | (6,120) | 15,485 | (9,576) |
Income tax expense | 2,647 | 4,352 | 9,577 | 3,303 |
Net income (loss) | $ 2,056 | $ (10,472) | $ 5,908 | $ (12,879) |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ 0.06 | $ (0.29) | $ 0.17 | $ (0.39) |
Diluted (in dollars per share) | $ 0.06 | $ (0.29) | $ 0.17 | $ (0.39) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 33,242 | 36,415 | 34,124 | 32,908 |
Diluted (in shares) | 33,412 | 36,415 | 34,333 | 32,908 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 2,056 | $ (10,472) | $ 5,908 | $ (12,879) |
Other comprehensive income (loss), net of taxes: | ||||
Amortization of actuarial (gains) losses and prior service costs to periodic pension cost during the period, net of taxes of ($119), ($173), ($371) and $82, respectively | (194) | (266) | (569) | 126 |
Foreign currency translation | 0 | 2 | 1 | 3 |
Other comprehensive income (loss), net of taxes | (194) | (264) | (568) | 129 |
Comprehensive income (loss) | $ 1,862 | $ (10,736) | $ 5,340 | $ (12,750) |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 24, 2017 | Dec. 25, 2016 |
Current assets | ||
Cash | $ 185,152 | $ 198,349 |
Accounts receivable (net of allowances of $19,419 and $17,230) | 169,791 | 195,519 |
Inventories | 9,167 | 10,950 |
Prepaid expenses and other | 29,457 | 18,863 |
Total current assets | 393,567 | 423,681 |
Property, plant and equipment | ||
Machinery, equipment and furniture | 127,446 | 123,530 |
Buildings and leasehold improvements | 44,391 | 13,388 |
Property, plant and equipment, gross | 171,837 | 136,918 |
Accumulated depreciation | (69,921) | (70,082) |
Property, plant and equipment, net, excluding advance payments | 101,916 | 66,836 |
Advance payments on property, plant and equipment | 2,745 | 1,030 |
Property, plant and equipment, net | 104,661 | 67,866 |
Other assets | ||
Goodwill | 122,640 | 122,469 |
Intangible assets, net | 126,738 | 132,161 |
Software, net | 46,825 | 54,565 |
Deferred income taxes | 51,635 | 63,977 |
Other long-term assets | 22,468 | 24,047 |
Total other assets | 370,306 | 397,219 |
Total assets | 868,534 | 888,766 |
Current liabilities | ||
Current portion of long-term debt | 21,708 | 21,617 |
Accounts payable | 70,393 | 70,148 |
Employee compensation and benefits | 63,854 | 72,311 |
Deferred revenue | 76,539 | 82,778 |
Other current liabilities | 18,079 | 18,033 |
Total current liabilities | 250,573 | 264,887 |
Non-current liabilities | ||
Long-term debt | 340,501 | 349,128 |
Deferred revenue | 3,508 | 4,938 |
Pension and postretirement benefits payable | 115,367 | 101,674 |
Other obligations | 90,172 | 60,258 |
Total non-current liabilities | 549,548 | 515,998 |
Stockholders’ equity | ||
Preferred stock, $.01 par value. Authorized 30,000 shares; no shares issued or outstanding at September 24, 2017 and December 25, 2016 | 0 | 0 |
Common stock, $.01 par value. Authorized 300,000 shares, 37,417 shares issued and 33,550 shares outstanding at September 24, 2017; 36,549 shares issued and 36,428 shares outstanding at December 25, 2016 | 374 | 365 |
Additional paid-in capital | 144,964 | 139,623 |
Accumulated deficit | (16,017) | (21,925) |
Accumulated other comprehensive loss | (9,382) | (8,814) |
Treasury stock, at cost - 3,867 and 121 shares at September 24, 2017 and December 25, 2016 | (51,526) | (1,368) |
Total stockholders’ equity | 68,413 | 107,881 |
Total liabilities and stockholders’ equity | $ 868,534 | $ 888,766 |
CONSOLIDATED BALANCE SHEETS (U5
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 24, 2017 | Dec. 25, 2016 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts | $ 19,419 | $ 17,230 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 37,417,000 | 36,549,000 |
Common stock, shares outstanding (in shares) | 33,550,000 | 36,428,000 |
Treasury stock, shares (in shares) | 3,867,000 | 121,000 |
CONSOLIDATED STATEMENT OF EQUIT
CONSOLIDATED STATEMENT OF EQUITY (DEFICIT) (Unaudited) - 9 months ended Sep. 24, 2017 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock |
Balance at beginning of period at Dec. 25, 2016 | $ 107,881 | $ 365 | $ 139,623 | $ (21,925) | $ (8,814) | $ (1,368) |
Balance at beginning of period (in shares) at Dec. 25, 2016 | 36,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income (loss) | 5,340 | 5,908 | (568) | |||
Issuance of stock from restricted stock and restricted stock unit conversions | $ 9 | (9) | ||||
Issuance of stock from restricted stock and restricted stock unit conversions (in shares) | 861 | |||||
Exercise of stock options | 95 | 95 | ||||
Exercise of stock options (in shares) | 7 | |||||
Stock-based compensation | 7,332 | 7,332 | ||||
Withholding for taxes on restricted stock unit conversions | (2,077) | (2,077) | ||||
Purchase of treasury stock | (50,158) | (50,158) | ||||
Balance at end of period at Sep. 24, 2017 | $ 68,413 | $ 374 | $ 144,964 | $ (16,017) | $ (9,382) | $ (51,526) |
Balance at end of the period (in shares) at Sep. 24, 2017 | 37,417 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 24, 2017 | Sep. 25, 2016 | |
Operating Activities | ||
Net income (loss) | $ 5,908 | $ (12,879) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 41,996 | 42,799 |
Allowance for bad debt | 8,914 | 8,278 |
Stock compensation expense | 7,279 | 6,000 |
Excess tax benefits (expense) realized from exercise of stock-based awards | 0 | (653) |
Gain on sale of investments | (6,035) | 0 |
Loss on equity investments, net | 2,314 | 377 |
Deferred income taxes | 12,593 | 16,708 |
Non-current deferred revenue | (1,430) | (1,629) |
Premium on stock buyback | 6,031 | 0 |
Other non-cash items | 5,565 | 2,403 |
Pension contribution | (11,827) | (8,856) |
Postretirement medical, life and other benefits | (1,785) | (1,974) |
Changes in working capital items, excluding acquisitions: | ||
Accounts receivable, net | 32,211 | 47,279 |
Prepaid expenses, inventories and other current assets | (7,674) | (1,043) |
Accounts payable, employee compensation and benefits, deferred revenue and other current liabilities | (26,975) | (39,367) |
Other, net | (2,028) | (1,801) |
Net cash provided by operating activities | 65,057 | 55,642 |
Investing Activities | ||
Capital expenditures | (13,446) | (15,893) |
Proceeds from sale of equity investments | 7,890 | 0 |
Acquisition of business, net of cash acquired | 3,305 | 0 |
Distributions from equity investments | 238 | 0 |
Restricted cash | 0 | 17,003 |
Other, net | (1,832) | (1,826) |
Net cash used for investing activities | (3,845) | (716) |
Financing Activities | ||
Purchase of treasury stock | (56,189) | 0 |
Proceeds from issuance of common stock | 0 | 113,318 |
Repayment of long-term debt | (15,817) | (15,817) |
Dividends paid to common stockholders | (145) | (4,851) |
Proceeds from exercise of stock options | 95 | 205 |
Repayments of capital lease obligations | (276) | (667) |
Withholding for taxes on RSU vesting | (2,077) | (821) |
Net cash provided by (used for) financing activities | (74,409) | 91,367 |
Net increase (decrease) in cash | (13,197) | 146,293 |
Cash, beginning of period | 198,349 | 40,832 |
Cash, end of period | $ 185,152 | $ 187,125 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 24, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business —tronc, Inc., and its subsidiaries (collectively, the “Company” or “tronc”) is a media company rooted in award-winning journalism. Headquartered in Chicago, tronc operates newsrooms in ten markets with titles including Chicago Tribune, Los Angeles Times, The Baltimore Sun, Orlando Sentinel, South Florida’s Sun Sentinel , Newport News, Virginia’s Daily Press , Allentown, Pennsylvania’s The Morning Call, Hartford Courant, and The San Diego Union Tribune . On September 3, 2017, the Company completed the purchase of the New York Daily News , New York City’s “Hometown Newspaper”. tronc’s legacy of brands, including the New York Daily News , has earned a combined 105 Pulitzer Prizes and is committed to informing, inspiring and engaging local communities. tronc’s brands create and distribute content across its media portfolio, offering integrated marketing, media, and business services to consumers and advertisers, including digital solutions and advertising opportunities. Fiscal Periods —The Company’s fiscal year ends on the last Sunday in December. Fiscal year 2017 ends on December 31, 2017 and fiscal year 2016 ended on December 25, 2016. Fiscal year 2017 is a 53-week year with 13 weeks in the first through third quarters and 14 weeks in the fourth quarter. Fiscal year 2016 was a 52-week year with 13 weeks in each quarter. Basis of Presentation —T he 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 tronc as of September 24, 2017 and December 25, 2016 and the results of operations for the three and nine months ended September 24, 2017 and September 25, 2016 , and the cash flows for the nine months ended September 24, 2017 . 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. Certain prior period amounts have been reclassified to conform to current period’s presentation. 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 ASC Topic 280, “Segment Reporting.” The Company is managed by its chief operating decision maker, as defined by ASC Topic 280, in two reportable segments, troncM and troncX. troncM is comprised of the Company’s media groups excluding their digital revenues and related digital expenses, except digital subscription revenues when bundled with a print subscription. troncX includes the Company’s digital revenues and related digital expenses from local tronc websites, third party websites, mobile applications, digital only subscriptions, Tribune Content Agency (“TCA”), and forsalebyowner.com. See Note 14 for additional segment information. New Accounting Standards —In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Topic 715, Compensation - Retirement Benefits; Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . ASU 2017-07 requires the disaggregation of the service cost component from other components of net periodic benefit cost, clarifies how to present the service cost component and other components of net benefit costs in the financial statements and allows only the service cost component of net benefit costs to be eligible for capitalization. ASU 2017-07 is effective for interim and annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating how the adoption of this standard will impact the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Topic 350, Intangibles-Goodwill and Other; Simplifying the Test for Goodwill Impairment , which eliminates Step 2 from the goodwill impairment test standardizing the impairment assessment to measure a reporting unit’s carrying value against its fair value and eliminate the calculation of an implied fair value of goodwill. ASU 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2020 and should be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating how the adoption of this standard will impact the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Topic 805, Clarifying the Definition of a Business , which establishes criteria to determine when an integrated set of assets and activities is not a business. ASU 2017-01 is effective for interim and annual reporting periods beginning after December 15, 2017 and should be applied prospectively. The Company plans to adopt this standard as of the first quarter of 2018 and is currently evaluating how the adoption of this standard will impact the Company’s consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Topic 230, Statement of Cash Flows , which clarifies how companies present and classify restricted cash in the statement of cash flows. ASU 2016-18 is effective for interim and annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating how the adoption of this standard will impact the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Topic 230, Statement of Cash Flows , which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. ASU 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating how the adoption of this standard will impact the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Topic 718, Compensation—Stock Compensation; Improvements to Employee Share-Based Payment Accounting , which makes several modifications to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The Company adopted this ASU as of the beginning of fiscal 2017. As part of the adoption, the Company made an accounting policy election to recognize forfeitures as they occur which had no effect on the Company’s financial statements. The Company has elected to present the cash flow statement changes retrospectively and the prior period has been adjusted to present excess tax benefits of $0.7 million as part of cash flows from operating activities and the cash paid by the Company for withholding shares from stock awards of $0.8 million as part of cash flows from financing activities. The other portions of ASU 2016-09 either were not applicable or had no effect on the financial statements. In February 2016, the FASB issued ASU 2016-02, Topic 842, Leases , which requires lessees to recognize lease assets and lease liabilities for operating leases. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating how the adoption of this standard will impact the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Topic 606, Revenue from Contracts with Customers and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016, May 2016, and December 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, respectively. The new standard supersedes a majority of existing revenue recognition guidance under U.S. GAAP, and requires a company to recognize revenue when it transfers goods or services to a customer in an amount that reflects the consideration to which a company expects to be entitled. Companies may need to use more judgment and make more estimates while recognizing revenue, which could result in additional disclosures to the financial statements. ASU 2014-09 allows for either a “full retrospective” adoption or a “modified retrospective” adoption. The amended effective date of ASU 2014-09 is for reporting periods beginning after December 15, 2017. Companies are permitted to voluntarily adopt the new standard as of the original effective date which was reporting periods beginning after December 15, 2016. The Company expects to adopt this standard on January 1, 2018 utilizing the modified retrospective method. During 2016, the Company initiated efforts to assess the impact of this new standard on the Company’s future reported results, operating and accounting processes and systems. The Company has continued these efforts in 2017. The Company expects adoption of the standard will not significantly impact reported results for print advertising, print circulation and digital circulation. The new standard is expected to result in the Company recording digital advertising revenue placed on non-tronc websites net of the cost of the third-party website as the Company may be acting as an agent as defined under the new standard. Currently, such revenues are generally recorded gross. The expected impact of such a change would be to decrease revenues and the related costs by $50.0 million to $60.0 million annually compared to the current year. The new standard is not expected to significantly impact revenues related to commercial printing and delivery services provided to other newspapers, direct mail advertising and services and other related activities. |
CHANGES IN OPERATIONS
CHANGES IN OPERATIONS | 9 Months Ended |
Sep. 24, 2017 | |
Restructuring and Related Activities [Abstract] | |
CHANGES IN OPERATIONS | CHANGES IN OPERATIONS Employee Reductions— In the fourth quarter of 2015, the Company offered an Employee Voluntary Separation Program ( “ EVSP ” ), which provided enhanced separation benefits to eligible non-union employees with more than one year of service. The Company is funding the EVSP ratably over the payout period through salary continuation instead of lump sum severance payments. The salary continuation payments started in the fourth quarter of 2015 and continue through the first half of 2018. The Company recorded a charge of $0.3 million for the nine months ended September 24, 2017 for related severance, benefits and taxes in connection with the EVSP compared to $0.8 million and $9.7 million recorded for the three and nine months ended September 25, 2016 , respectively. The charge for the three months ended September 24, 2017 was not material. During the first quarter of 2016, the Company began the process to outsource its information technology function (“ITO”), which was substantially completed by the end of 2016. The related salary continuation payments started in the first quarter of 2016 and continue through the third quarter of 2018. The Company recorded a pretax charge of $0.1 million for the nine months ended September 24, 2017 for severance, benefits and taxes in connection with the ITO, compared to a charge of $1.5 million and $4.4 million for the three and nine months ended September 25, 2016 , respectively. The charge for the three months ended September 24, 2017 was not material. During the second quarter of 2017, the Company contracted with a third party to outsource the printing, packaging and delivery of the Orlando Sentinel . The services were fully transitioned to the third party by September 24, 2017 . The change in operations resulted in staff reductions of 112 positions and a pretax charge related to those reductions of $2.2 million which was recorded in the second quarter of 2017. The related salary continuation payments began in the third quarter of 2017 and are expected to continue through the third quarter of 2018. Additionally, during the second quarter of 2017, the Company offered enhanced severance benefits to certain eligible non-union employees of the Los Angeles Times with a length of service with the organization of over 15 years. This offering resulted in net staff reductions of 25 positions with a total charge of $2.6 million recognized in the third quarter of 2017. The related salary continuation payments began in the third quarter of 2017 and are expected to continue through the fourth quarter of 2018. In addition to the actions listed above, the Company implemented additional reductions of 78 and 200 positions in the three and nine months ended September 24, 2017 , respectively, and recorded pretax charges related to these reductions and executive separations of $5.4 million and $8.6 million , respectively. For the three and nine months ended September 25, 2016 , the Company implemented additional reductions of 56 and 168 positions, respectively, and recorded a pretax charge related to these reductions and executive separations of $1.5 million and $10.4 million , respectively. A summary of the activity with respect to the Company’s severance accrual for the nine months ended September 24, 2017 is as follows (in thousands): Balance at December 25, 2016 $ 11,640 Provision 13,844 Payments (12,710 ) Balance at September 24, 2017 $ 12,774 Charges for severance and related expenses are included in compensation expense in the accompanying Consolidated Statements of Income (Loss) . Lease Abandonment— In the first quarter of 2017, the Company permanently vacated approximately 15,000 sq. ft. of office space in San Diego and took a charge of $2.0 million related to the abandonment. In the second quarter of 2017, the Company permanently vacated approximately 33,629 sq. ft. of office space in the Chicago area, 30,000 sq. ft. of office space in South Florida, and 11,614 sq. ft. of office space in Los Angeles and took a charge of $1.4 million , $0.6 million , and $0.3 million , respectively, related to the abandonments. In the third quarter of 2016, the Company permanently vacated approximately 200,000 sq. ft. of office space in the Chicago Tribune and Los Angeles Times buildings and took a charge of $8.5 million related to the abandonment. A summary of the activity with respect to the Company’s lease abandonment accrual for the nine months ended September 24, 2017 is as follows (in thousands): Balance at December 25, 2016 $ 6,694 Provision 4,458 Payments and other (4,272 ) Balance at September 24, 2017 $ 6,880 These charges are included in other operating expenses in the accompanying Consolidated Statements of Income (Loss) . Other Charges — Additionally, as a result of the printing, packaging and delivery outsourcing in Orlando discussed above, certain assets required to print and package the Orlando Sentinel will no longer be used as of the transition date. The first piece of equipment was idled June 12, 2017. As a result, the company recognized $1.9 million in accelerated depreciation in the second quarter of 2017. These charges are included in depreciation and amortization expenses in the accompanying Consolidated Statements of Income (Loss) . |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 24, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Aircraft Dry Sublease In 2016, one of the Company’s subsidiaries, Tribune Publishing Company, LLC (“TPC”), entered into an Aircraft Dry Sublease Agreement with Merrick Ventures, LLC (“Merrick Ventures”). Michael W. Ferro, Jr., the non-executive Chairman of the Company’s Board of Directors, is chairman and chief executive officer of Merrick Ventures. Under the agreement, TPC has subleased on a non-exclusive basis, a Bombardier aircraft leased by Merrick Ventures, at a cost, including TPC’s proportionate share of the insurance premiums and maintenance expenses, of $8,500 per flight hour flown. TPC also is responsible for charges attributable to the operation of the aircraft by TPC during the lease term. The initial term of the sublease is one year , which term automatically will be renewed on an annual basis. Either party may terminate the agreement upon 30 days written notice to the other. During the three and nine months ended September 24, 2017 , the Company incurred $0.7 million and $2.0 million , respectively, related to the aircraft sublease. During the three months ended September 24, 2017 , the Company paid $0.6 million to Merrick Ventures and $0.1 million to an outside party for pilot services. During the nine months ended September 24, 2017 , the Company paid $1.6 million to Merrick Ventures and $0.3 million to an outside party for pilot services. During the three and nine months ended September 25, 2016 , the Company incurred $0.8 million and $2.1 million , respectively, related to the aircraft sublease. For both the three and nine months ended September 25, 2016 , the Company paid $1.1 million to Merrick Ventures and $0.2 million to an outside party for pilot services. Event tickets In April 2017, the Company acquired Merrick Ventures’ interest and obligations in connection with the license of a suite and tickets to certain sporting events. The aggregate cost of the suite and regular season tickets is expected to approximate $0.3 million annually. During the first quarter of 2017, the Company paid Merrick Ventures $0.2 million for the face value of the suite and tickets for events in the fourth quarter of 2016 and the first and second quarters of 2017. The suite and tickets are utilized in the Company’s sales and marketing efforts and for other corporate purposes. CIPS Marketing Group Inc. The Company utilizes the services of CIPS Marketing Group, Inc. (“CIPS”) for local marketing efforts such as distribution, door-to-door marketing and total market coverage. Prior to July, 2017, the Company owned 50% of CIPS, which was recorded as an equity investment. In July 2017, the Company sold its interest in CIPS for approximately $ 7.5 million , resulting in a gain of $5.6 million which is recorded in Gain (Loss) on Equity Investments in the Consolidated Statement of Income, and entered into a long-term agreement with the buyer to utilize CIPS for certain distribution efforts. During the three and nine months ended September 24, 2017 , the Company recorded $0.1 million and $0.6 million , respectively, in revenue from CIPS and $0.4 million and $4.2 million , respectively, in other operating expenses related to such marketing services. During the three and nine months ended September 25, 2016 , the Company recorded $0.3 million and $0.8 million , respectively, in revenue from CIPS and $2.7 million and $8.5 million , respectively, in other operating expenses related to such marketing services. Nucleus Marketing Solutions, LLC In April 2016, tronc, along with other leading media companies McClatchy, Gannett and Hearst, formed Nucleus Marketing Solutions, LLC (“Nucleus”). This network connects national advertisers to audiences across existing and emerging print and digital platforms. Nucleus works with its marketing partners to address their goals by offering integrated services across all platforms. The Company owned 25% of Nucleus as of September 24, 2017 . The Company’s interest in Nucleus is recorded as an equity method investment. During the three and nine months ended September 24, 2017 , the Company recorded $2.5 million and $6.1 million , respectively, on a net basis for revenue related to the Nucleus agreement. |
ACQUISITIONS ACQUISITIONS
ACQUISITIONS ACQUISITIONS | 9 Months Ended |
Sep. 24, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS New York Daily News Acquisition On September 3, 2017, the Company completed the acquisition of 100% of the partnership interests in Daily News, L. P. (“DNLP”), the owner of the New York Daily News in New York City, pursuant to the Partnership Interest Purchase Agreement dated September 3, 2017, for a cash purchase price of $1 , subject to a post-closing working capital adjustment. Following of the acquisition, DNLP’s assets and liabilities are in the process of being valued at fair value. These values could vary significantly from the assets and liabilities as recorded in DNLP’s historical records. DNLP’s assets include, among others, (1) the assets associated with the New York Daily News brand (including resources, technology and archives), (2) net working capital, (3) plant and equipment assets and (4) certain real property rights (as described below). DNLP’s liabilities that remain with the acquired entity include, among others, (1) an existing single employer defined benefit pension obligation that provides benefits to certain current and former employees of the New York Daily News (2) certain multi-employer pension obligations, (3) workers’ compensation and automobile insurance liabilities and (4) various outstanding letters of credit in the aggregate amount of approximately $18.7 million (the majority of which relates to DNLP’s workers’ compensation and auto liabilities). DNLP retained its lease with the New Jersey Economic Development Authority with respect to approximately 18 acres of real property on which its printing facilities are located (the “New Jersey Lease”). Under the New Jersey Lease, DNLP is required to purchase the real property at the end of the lease term in 2021 (and may acquire it prior to such date at any time) for up to $6.9 million . The real property purchase price was established in 1994. Sellers may, at any time, require DNLP to exercise the real property purchase option. Upon the exercise of the real property purchase option , the real property will be held by a partnership (the “Real Estate Partnership”) owned 49.9% by DNLP and 50.1% by New DN Company, an affiliate of the seller. New DN Company will control the management of the partnership. Due to the ownership structure of the Real Estate Partnership, DNLP’s net portion of the real property purchase price is approximately 49.9% (or up to $3.5 million ), after reimbursement from New DN Company of its 50.1% portion of the real property purchase price. After the exercise of the real property purchase option and transfer of such property to the Real Estate Partnership, DNLP: (1) will have the option to lease it for one dollar per year, compared to the current lease rate of $100,000 per year under the New Jersey Lease, for up to 15 years and (2) may at any time, at its option, require sellers to acquire DNLP’s interest in the property based on its then-current fair market value. Should the Company discontinue printing operations on the property, the rent for the property would increase to a fair market rate and the sellers could purchase the Company’s 49.9% share of the Real Estate Partnership based on it’s then-current fair market value. Additionally, DNLP owns approximately four acres of real property, currently used as parking facilities. Prior to or concurrent with exercise of the real property purchase option, DNLP will transfer ownership of that land to the Real Estate Partnership. The allocation of the purchase price presented below is based upon management’s preliminary estimates using all information available to us at the present time and is subject to a working capital adjustment and the completion of a fair market valuation of the assets acquired and liabilities assumed, particularly, intangible assets and property, plant and equipment. As of the filing date of this report, the determination of the fair value of the assets acquired and liabilities assumed has not been completed. At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands): Allocated Fair Value of Acquired Assets and Assumed Liabilities Cash acquired as part of the purchase $ 3,305 Accounts receivable and other current assets 20,220 Property, plant and equipment, including assets under capital leases 48,347 Mastheads and intangible assets not subject to amortization 1,910 Other long-term assets 1,222 Accounts payable and other current liabilities (17,203 ) Pension and postemployment benefits liability (25,445 ) Workers compensation and auto insurance liability (18,838 ) Other long-term liabilities (13,518 ) Total identifiable net assets (liabilities) — The results of operations of DNLP have been included in the Consolidated Financial Statements beginning on the closing date of the acquisition and allocated to the Company’s two operating segments consistent with the Company’s other media groups as discussed in Note 14 . For the three and nine months ended September 24, 2017 , reported revenues from DNLP were approximately $7.6 million and reported operating expenses were approximately $9.3 million . DNLP has not historically prepared GAAP financial statements. The Company is currently preparing audited and proforma financial statements for NYDN for the periods specified in Rule 3-05(b) of Regulation S-X. These financial statements are not complete as of the filing date therefore the proforma information has not been included. The Company expects to file the financial statements in the fourth quarter of 2017 and will include the proforma information in subsequent filings. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 24, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following (in thousands): As of September 24, 2017 December 25, 2016 Newsprint $ 8,902 $ 10,462 Supplies and other 265 488 Total inventories $ 9,167 $ 10,950 Inventories are stated at the lower of cost or net realizable value determined using the first-in, first-out (“FIFO”) basis for all inventories. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 24, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and other intangible assets at September 24, 2017 and December 25, 2016 consisted of the following (in thousands): September 24, 2017 December 25, 2016 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Intangible assets subject to amortization Subscribers (useful life of 2 to 10 years) $ 24,632 $ (8,272 ) $ 16,360 $ 25,814 $ (7,229 ) $ 18,585 Advertiser relationships (useful life of 2 to 13 years) 42,587 (14,421 ) 28,166 44,271 (11,883 ) 32,388 Tradenames (useful life of 20 years) 15,100 (2,380 ) 12,720 15,100 (1,816 ) 13,284 Other (useful life of 1 to 20 years) 5,379 (2,126 ) 3,253 5,540 (1,940 ) 3,600 Total intangible assets subject to amortization $ 87,698 $ (27,199 ) 60,499 $ 90,725 $ (22,868 ) 67,857 Software (useful life of 2 to 10 years) $ 132,172 $ (85,347 ) 46,825 $ 125,780 $ (71,215 ) 54,565 Goodwill and other intangible assets not subject to amortization Goodwill 122,640 122,469 Newspaper mastheads and other intangible assets not subject to amortization 66,239 64,304 Total goodwill and other intangible assets $ 296,203 $ 309,195 |
DEBT
DEBT | 9 Months Ended |
Sep. 24, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT At September 24, 2017 , the Company had $363.8 million in variable-rate debt outstanding under the Term Loan Credit Agreement, as defined below. The weighted average interest rate for the variable-rate debt is 5.89% . At September 24, 2017 , the fair value of borrowings outstanding under the Term Loan Credit Agreement was estimated to be $364.3 million based on Level 2 inputs, because the fair value for these instruments is determined using observable inputs in non-active markets. Level 2 inputs include quoted market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets; or valuation models whose inputs are observable or unobservable but corroborated by market data. Senior Term Facility On August 4, 2014, the Company entered into a credit agreement (as amended, amended and restated or supplemented, the “Term Loan Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, the “Term Collateral Agent”), and the lenders party thereto (the “Senior Term Facility”). The Senior Term Facility originally provided for secured loans (the “Term Loans”) in the aggregate principal amount of $350.0 million . The Senior Term Facility initially provided that it could be expanded by an amount up to (i) the greater of $100.0 million and an amount as will not cause the net senior secured leverage ratio after giving effect to such incurrence to exceed 2 :1 plus (ii) an amount equal to all voluntary prepayments of the term loans borrowed under the Senior Term Facility, subject to certain conditions. In 2015, $70 million of the expansion was drawn for the acquisition of The San Diego Union-Tribune. As of September 24, 2017 , total principal outstanding under the Term Loans was $363.8 million . The Term Loans bear interest at a variable interest rate based on either LIBOR or a base rate, in either case plus an applicable margin. The Term Loans amortize in equal quarterly installments equal to 1.25% of principal amounts borrowed against the Senior Term Facility with the balance payable on the maturity date, August 4, 2021. The Company is the borrower under the Senior Term Facility and each of the Company’s wholly-owned domestic subsidiaries, subject to certain exceptions (the “Subsidiary Guarantors”), guarantee the payment obligations under the Senior Term Facility. The Senior Term Facility contains a number of covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to: incur more indebtedness; pay dividends; redeem stock or make other distributions in respect of equity; make investments; and certain other usual and customary covenants. As of September 24, 2017 , $21.1 million of the principal balance is included in current liabilities, the unamortized balance of the discount was $2.6 million and the unamortized balance of the fees associated with the Term Loans was $6.3 million . As of September 24, 2017 , the Company was in compliance with the covenants of the Senior Term Facility. Senior ABL Facility On August 4, 2014, the Company and the Subsidiary Guarantors entered into a credit agreement (the “ABL Credit Agreement”) with Bank of America, N.A., as administrative agent, collateral agent (in such capacity, the “ABL Collateral Agent”), swing line lender and letter of credit issuer and the lenders party thereto (the “Senior ABL Facility”). The Senior ABL Facility will mature on August 4, 2019. The Senior ABL Facility provides for senior secured revolving loans and letters of credit of up to a maximum aggregate principal amount of $140.0 million . Up to $75.0 million of availability under the Senior ABL Facility is available for letters of credit and up to $15.0 million of availability under the Senior ABL Facility is available for swing line loans. The Senior ABL Facility also permits the Company to increase the commitments under the Senior ABL Facility by up to $75.0 million . The Senior ABL Facility bears interest at a variable interest rate based on either LIBOR or a base rate, in either case plus an applicable margin. tronc, Inc. and the Subsidiary Guarantors are the borrowers under the Senior ABL Facility. tronc, Inc. and the Subsidiary Guarantors guarantee the payment obligations under the Senior ABL Facility. The Senior ABL Facility contains a number of covenants that, among other things, limit the ability of tronc and its restricted subsidiaries to: incur more indebtedness; pay dividends; redeem stock or make other distributions in respect of equity; make investments; and certain other usual and customary covenants. Customary fees are payable in respect of the Senior ABL Facility, including commitment fees of 0.25% and letter of credit fees. As of September 24, 2017 , there were no borrowings under the Senior ABL Facility and $34.5 million of the Senior ABL Facility availability supported outstanding undrawn letters of credit in the same amount. The amount of the Senior ABL Facility availability supporting undrawn letters of credit will increase by $18.7 million in the fourth quarter once the NDLP letters of credit are transferred to the facility. Capital Leases The Company has capital leases on technology licenses and trucks. The total balance outstanding as of September 24, 2017 for capital leases was $7.3 million , of which $0.6 million is in short-term debt. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 24, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the three and nine months ended September 24, 2017 , the Company recorded income tax expense of $2.6 million and $9.6 million , respectively. The effective tax rate on pretax income was 56.3% and 61.8% in the three and nine months ended September 24, 2017 , respectively. For the three months ended September 24, 2017 , the rate differs from the U.S. federal statutory rate of 35% primarily due to state income taxes, net of federal benefit, and nondeductible expenses and the domestic production activities deduction. For the nine months ended September 24, 2017 , the rate differs from the U.S. federal statutory rate of 35% primarily due to the fact that the $6.0 million premium on stock buyback described in Note 11 is a nondeductible permanent difference for the calculation of income taxes. The rate also differs due to state income taxes, net of federal benefit, and nondeductible expenses and the domestic production activities deduction. For the three and nine months ended September 25, 2016 , the Company recorded income tax expense of $4.4 million and $3.3 million , respectively. The effective tax rate on pretax income was (71.1)% and (34.5)% in the three and nine months ended September 25, 2016 , respectively. For the three and nine months ended September 25, 2016 , the rate differs from the U.S. federal statutory rate of 35% primarily due to a $7.1 million charge to adjust the Company’s deferred taxes, as described below, state income taxes, net of federal benefit and nondeductible expenses. During September 2016, Tribune Media Company, formerly Tribune Company (“TCO”) reached a resolution with the Internal Revenue Service (“IRS”) regarding a pre-spin tax issue. In connection with the resolution and in conjunction with the tax rules applicable to emergence from bankruptcy, TCO has adjusted the previously determined tax basis of its assets as of December 31, 2012. This adjustment affected the tax basis of the assets and liabilities, including the deferred tax liability, transferred to the Company as part of TCO’s August 4, 2014 spin-off of its publishing operations. As a result of the IRS resolution, the Company recorded a reduction in tax basis of the shares in the Company transferred from TCO against the basis in TPC stock, a subsidiary of the Company, by $17.7 million , which resulted in an additional $7.1 million deferred tax liability and a $7.1 million charge to tax expense during the quarter ended September 25, 2016 . |
PENSION AND OTHER POSTRETIREMEN
PENSION AND OTHER POSTRETIREMENT BENEFITS | 9 Months Ended |
Sep. 24, 2017 | |
Retirement Benefits [Abstract] | |
PENSION AND OTHER POSTRETIREMENT BENEFITS | 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. Defined Benefit Plans The Company is the sponsor of a single-employer defined benefit plan, The San Diego Union-Tribune, LLC Retirement Plan (the “San Diego Pension Plan”). The San Diego Pension Plan provides benefits to certain current and former employees of The San Diego Union-Tribune. Future benefits under the San Diego Pension Plan have been frozen since January 1, 2009. The Company contributed $10.6 million to the San Diego Pension Plan in the first nine months of 2017 and expects to contribute an additional $2.6 million to the San Diego Pension Plan during the remainder of 2017. The components of net periodic benefit credit for the Company’s defined benefit plan were as follows (in thousands): Three Months Ended Nine Months Ended September 24, 2017 September 25, 2016 September 24, 2017 September 25, 2016 Interest cost $ 2,200 $ 1,875 $ 6,600 $ 5,625 Expected return on assets (2,375 ) (2,450 ) (7,125 ) (7,350 ) Amortization of actuarial loss $ 25 $ — $ 75 $ — Net periodic benefit $ (150 ) $ (575 ) $ (450 ) $ (1,725 ) As part of the acquisition of the New York Daily News , the Company became the sponsor of the Daily News Retirement Plan (the “NYDN Pension Plan”), a single-employer defined benefit plan. The NYDN Pension Plan provides benefits to certain current and former employees of the New York Daily News. The unfunded status of the NYDN Pension Plan is $25.4 million , as actuarially determined as of September 3, 2017, the closing date for the New York Daily News acquisition. The Company made a $1.0 million contribution to the NYDN Pension Plan in the third quarter of 2017. The net periodic benefit cost recorded subsequent to the acquisition was not material. 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 were as follows (in thousands): Three Months Ended Nine Months Ended September 24, 2017 September 25, 2016 September 24, 2017 September 25, 2016 Service cost $ 3 $ 9 $ 9 $ 28 Interest cost 55 70 165 211 Amortization of prior service credits (291 ) (439 ) (875 ) 208 Amortization of gain (47 ) — (140 ) — Net periodic (benefit) expense $ (280 ) $ (360 ) $ (841 ) $ 447 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 24, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per common share is calculated by dividing net income attributable to tronc 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. For the three and nine months ended September 24, 2017 and September 25, 2016 , basic and diluted earnings per common share were as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 24, 2017 September 25, 2016 September 24, 2017 September 25, 2016 Income (Loss) - Numerator: Net income (loss) available to tronc stockholders plus assumed conversions $ 2,056 $ (10,472 ) $ 5,908 $ (12,879 ) Shares - Denominator: Weighted average number of common shares outstanding (basic) 33,242 36,415 34,124 32,908 Dilutive effect of employee stock options and RSUs 170 — 209 — Adjusted weighted average shares outstanding (diluted) 33,412 36,415 34,333 32,908 Net income (loss) per common share: Basic $ 0.06 $ (0.29 ) $ 0.17 $ (0.39 ) Diluted $ 0.06 $ (0.29 ) $ 0.17 $ (0.39 ) Potential dilutive common shares were anti-dilutive as a result of the Company’s net loss for the three and nine months ended September 25, 2016. As a result, basic weighted average shares were used in the calculations of basic net earnings per share and diluted earnings per share for that period. 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 755,234 and 866,292 for the three and nine months ended September 24, 2017 , 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 210,329 and 333,360 for the three and nine months ended September 24, 2017 , respectively. 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 1,339,604 for the three and nine months ended September 25, 2016 , 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 1,375,501 for the three and nine months ended September 25, 2016 , respectively. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 24, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Stock Purchases On March 23, 2017, the Company entered into a purchase agreement with investment funds associated with Oaktree Capital Management, L.P. (“Oaktree”), pursuant to which the Company acquired 3,745,947 shares of the Company’s common stock for $15.00 per share or a total purchase price of $56.2 million . In the event that the Company undergoes a change of control on or before March 23, 2018, or enters into a definitive agreement concerning a change of control on or before March 23, 2018, whereby the transaction is ultimately consummated and the consideration per share payable to stockholders is greater than $15.00 per share, the Company will pay Oaktree additional consideration per share equal to the difference between the consideration per share payable to the Company’s stockholders in such change of control transaction and $15.00 . The purchase agreement contains a “standstill” covenant prohibiting Oaktree from acquiring, directly or indirectly, any of the Company’s common stock, soliciting proxies to vote shares of the Company’s common stock or taking certain actions with respect to any business combination, asset acquisition or disposition or similar transaction involving the Company through March 22, 2019 (the “Standstill Period”). The parties also agreed to a mutual non-disparagement covenant applicable during the Standstill Period and to a mutual release of claims. On March 22, 2017, the Company’s stock price closed at $13.39 . The $6.0 million difference between the aggregate purchase price and the fair value of the acquired stock at the transaction date was expensed as a premium on stock buyback in the Consolidated Statements of Income (Loss). The Company has not recorded any amount associated with its agreement to pay Oaktree additional consideration because management concluded the fair value of such obligation is not material. ln the event the fair value of the Company's obligation becomes material in a future period, the Company would record additional premium on stock buyback in the Consolidated Statement of Income (Loss). Significant Shareholders Merrick Media, LLC On March 23, 2017, the Company entered into Amendment No. 1 (the “Amendment”) to the Securities Purchase Agreement dated February 3, 2016 among the Company, Merrick Media, LLC (“Merrick Media”) and Michael W. Ferro, Jr., the Company’s non-executive Chairman of the Board. The Amendment increases from 25% to 30% the maximum percentage of the Company’s outstanding shares of common stock that Merrick Media and its affiliates may acquire. Mr. Ferro is the manager of Merrick Venture Management, LLC, which is the sole manager of Merrick Media. Because Merrick Venture Management, LLC serves as the sole manager of Merrick Media, Mr. Ferro may be deemed to indirectly control all of the shares of the Company’s common stock owned by Merrick Media. Mr. Ferro, together with his affiliated entities, beneficially owned 9,497,788 shares of tronc common stock, which represented 28.3% of tronc common stock, as of September 24, 2017 . Nant Capital, LLC Dr. Patrick Soon-Shiong, a former director of the Company, together with Nant Capital, LLC (“Nant Capital”), beneficially own 8,743,619 shares of tronc common stock, which represented 26.1% of the outstanding shares of tronc common stock as of September 24, 2017 . 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 tronc common stock beneficially owned by Nant Capital. Under the purchase agreement dated May 22, 2016, among the Company, Nant Capital and Dr. Patrick Soon-Shiong, Nant Capital and Dr. Soon-Shiong and their respective affiliates are prohibited, without the prior written approval of the Board of Directors, from acquiring additional equity of the Company if the acquisition could result in their beneficial ownership of more than 25% of the Company’s then-outstanding shares of common stock. Nant Capital, Dr. Soon-Shiong and their respective affiliates reached this maximum percentage and therefore any additional purchases of the Company’s common stock will require prior written approval of the Board. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 9 Months Ended |
Sep. 24, 2017 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table sets forth the components of accumulated other comprehensive income (loss), net of tax where applicable (in thousands): Foreign Currency OPEB Pension Total Balance at December 25, 2016 $ (32 ) $ 6,374 $ (15,156 ) $ (8,814 ) Other comprehensive income before reclassifications 1 — $ — 1 Amounts reclassified from AOCI — (569 ) $ — (569 ) Balance at September 24, 2017 (31 ) 5,805 (15,156 ) (9,382 ) 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 nine months ended September 24, 2017 and September 25, 2016 (in thousands): Three Months Ended Nine Months Ended Accumulated Other Comprehensive Income (Loss) Components September 24, 2017 September 25, 2016 September 24, 2017 September 25, 2016 Affected Line Items in the Consolidated Statements of Income (Loss) Pension and postretirement benefit adjustments: Prior service cost recognized $ (291 ) $ (439 ) $ (875 ) $ 208 Compensation Amortization of actuarial losses (22 ) — (65 ) — Compensation Total before taxes (313 ) (439 ) (940 ) 208 Tax effect (119 ) (173 ) (371 ) 82 Income tax expense (benefit) Total reclassifications for the period $ (194 ) $ (266 ) $ (569 ) $ 126 |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 24, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES Legal Proceedings 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. Stockholder Derivative Lawsuits On June 1, 2016, Capital Structures Realty Advisors LLC, which purported to be a stockholder in the Company, filed a derivative lawsuit in the Delaware Court of Chancery against the members of the Company’s Board of Directors as of June 1, 2016, Dr. Patrick Soon-Shiong and Nant Capital (together with Dr. Soon-Shiong, the “Nant Defendants”). The complaint had named the Company as a nominal defendant (together with the Company’s Board of Directors, the “Tronc Defendants”). The complaint alleged in relevant part that the Board breached its fiduciary duties by “refusing to negotiate with Gannett in good faith” and by “going forward with the stock sale” to the Nant Defendants. The complaint further alleged that the Nant Defendants aided and abetted the Board’s breaches of fiduciary duty. On June 6, 2016, a second derivative complaint was filed in the Delaware Court of Chancery by Monroe County Employees Retirement System, which purported to be a stockholder in the Company. On June 15, 2016, a third, mirror image, derivative complaint was filed in the Delaware Court of Chancery on behalf of an individual named John Solak, who purported to be a stockholder in the Company. All three cases were consolidated on June 17, 2016, under the caption In re Tribune Publishing Co. Stockholder Litigation, Consolidated C.A. No. 12401-VCS. On June 20, 2016, a fourth, mirror image derivative complaint was filed in the Delaware Court of Chancery on behalf of an individual named B.W. Tomasino, who purported to be a stockholder in the Company. That case was consolidated with the other three derivative cases on July 7, 2016. The plaintiffs sought equitable and injunctive relief, including, without limitation, rescission of the stock sale to the Nant Defendants, implementation of a special committee to consider Gannett and any other offer for the Company, money damages, and costs and disbursements, and such other relief deemed just and proper. On September 2, 2016, plaintiffs filed a consolidated complaint. The defendants filed motions to dismiss on October 3, 2016. On May 15, 2017, the plaintiffs voluntarily dismissed the consolidated complaint without prejudice. Tribune Company Bankruptcy On December 31, 2012, Tribune Media Company, formerly Tribune Company, and 110 of its direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”) 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) emerged from Chapter 11. Certain of the legal entities included in the Consolidated Financial Statements of tronc 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 (“tronc 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 Tribune Company’s senior notes and Exchangeable Subordinated Debentures due 2029 (“PHONES”), (ii) Law Debenture Trust Company of New York (succeeded by “Delaware Trust Company”) and Deutsche Bank Trust Company Americas (“Deutsche Bank”), each successor trustees under the respective indentures for Tribune Company’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 the series of transactions (collectively, the “Leveraged ESOP Transactions”) consummated by Tribune Company, the Tribune Company employee stock ownership plan, the Zell Entity and Samuel Zell in 2007. As of September 24, 2017, 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, which remain pending before the U. S. District Court for the District of Delaware. There is no stay of the Confirmation Order in place pending resolution of the confirmation related appeals. As of August 12, 2016, the Bankruptcy Court had entered final decrees collectively closing 106 of the Debtors’ Chapter 11 cases, including the last one of the tronc Debtors’ cases. The remaining Chapter 11 cases relate to Debtors and successor legal entities that are subsidiaries of Tribune Media Company. These cases have not yet been closed by the Bankruptcy Court, and certain claims asserted against various of the Debtors (including certain of the tronc 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. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 24, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company’s business segments are based on the organization structure used by management for making operating and investment decisions and for assessing performance. Beginning in the second quarter of fiscal 2016, the operating segments consist of troncM and troncX. troncM is comprised of the Company’s media groups excluding their digital revenues and related digital expenses, except digital subscription revenues when bundled with a print subscription. troncX includes the Company’s digital revenues and related digital expenses from local tronc websites, third party websites, mobile applications, digital only subscriptions, TCA, and forsalebyowner.com. Assets are not presented to or used by management at a segment level for making operating and investment decisions and therefore are not reported. The Company measures segment profit using income from operations, which is defined as income from operations before net interest expense, gain on investment transactions, reorganization items and income taxes. Operating revenues and income (loss) from operations by operating segment were as follows for the periods indicated (in thousands): Three Months Ended Nine Months Ended September 24, 2017 September 25, 2016 September 24, 2017 September 25, 2016 Operating revenues: troncM $ 297,252 $ 323,133 $ 921,202 $ 1,010,565 troncX 56,545 57,153 170,226 175,944 Corporate and eliminations (706 ) (2,050 ) (2,430 ) (5,553 ) $ 353,091 $ 378,236 $ 1,088,998 $ 1,180,956 Income (loss) from operations: troncM $ 14,802 $ 16,267 $ 56,312 $ 64,448 troncX 5,439 4,839 17,993 16,711 Corporate and eliminations (13,987 ) (20,270 ) (37,085 ) (69,896 ) Income (loss) from operations $ 6,254 $ 836 $ 37,220 $ 11,263 Interest expense, net (6,544 ) (6,673 ) (19,425 ) (20,116 ) Premium on stock buyback — — (6,031 ) — Loss on equity investments, net 4,993 (190 ) 3,721 (487 ) Reorganization items, net — (93 ) — (236 ) Income (loss) before income taxes $ 4,703 $ (6,120 ) $ 15,485 $ (9,576 ) Depreciation and amortization troncM $ 5,626 $ 6,175 $ 18,221 $ 17,486 troncX $ 4,124 $ 2,900 $ 10,940 $ 8,533 Corporate and eliminations 4,408 5,300 12,835 16,780 $ 14,158 $ 14,375 $ 41,996 $ 42,799 The above operating revenues and operating results are not necessarily indicative of the results that may be expected for the full fiscal year. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 24, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information for each of the periods presented is as follows (in thousands): Nine months ended September 24, September 25, Cash paid during the period for: Interest $ 17,063 $ 17,886 Income taxes, net of refunds 142 (213 ) Non-cash items in investing activities: Additions to property plant and equipment under capital leases (890 ) (722 ) Non-cash items in financing activities: New capital leases 890 722 |
DESCRIPTION OF BUSINESS AND B23
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 24, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fiscal Periods | Fiscal Periods —The Company’s fiscal year ends on the last Sunday in December. Fiscal year 2017 ends on December 31, 2017 and fiscal year 2016 ended on December 25, 2016. Fiscal year 2017 is a 53-week year with 13 weeks in the first through third quarters and 14 weeks in the fourth quarter. Fiscal year 2016 was a 52-week year with 13 weeks in each quarter. |
Basis of Presentation | Basis of Presentation —T he 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 tronc as of September 24, 2017 and December 25, 2016 and the results of operations for the three and nine months ended September 24, 2017 and September 25, 2016 , and the cash flows for the nine months ended September 24, 2017 . 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. Certain prior period amounts have been reclassified to conform to current period’s presentation. 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 ASC Topic 280, “Segment Reporting.” The Company is managed by its chief operating decision maker, as defined by ASC Topic 280, in two reportable segments, troncM and troncX. troncM is comprised of the Company’s media groups excluding their digital revenues and related digital expenses, except digital subscription revenues when bundled with a print subscription. troncX includes the Company’s digital revenues and related digital expenses from local tronc websites, third party websites, mobile applications, digital only subscriptions, Tribune Content Agency (“TCA”), and forsalebyowner.com. See Note 14 for additional segment information. |
New Accounting Standards | New Accounting Standards —In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Topic 715, Compensation - Retirement Benefits; Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . ASU 2017-07 requires the disaggregation of the service cost component from other components of net periodic benefit cost, clarifies how to present the service cost component and other components of net benefit costs in the financial statements and allows only the service cost component of net benefit costs to be eligible for capitalization. ASU 2017-07 is effective for interim and annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating how the adoption of this standard will impact the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Topic 350, Intangibles-Goodwill and Other; Simplifying the Test for Goodwill Impairment , which eliminates Step 2 from the goodwill impairment test standardizing the impairment assessment to measure a reporting unit’s carrying value against its fair value and eliminate the calculation of an implied fair value of goodwill. ASU 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2020 and should be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating how the adoption of this standard will impact the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Topic 805, Clarifying the Definition of a Business , which establishes criteria to determine when an integrated set of assets and activities is not a business. ASU 2017-01 is effective for interim and annual reporting periods beginning after December 15, 2017 and should be applied prospectively. The Company plans to adopt this standard as of the first quarter of 2018 and is currently evaluating how the adoption of this standard will impact the Company’s consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Topic 230, Statement of Cash Flows , which clarifies how companies present and classify restricted cash in the statement of cash flows. ASU 2016-18 is effective for interim and annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating how the adoption of this standard will impact the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Topic 230, Statement of Cash Flows , which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. ASU 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating how the adoption of this standard will impact the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Topic 718, Compensation—Stock Compensation; Improvements to Employee Share-Based Payment Accounting , which makes several modifications to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The Company adopted this ASU as of the beginning of fiscal 2017. As part of the adoption, the Company made an accounting policy election to recognize forfeitures as they occur which had no effect on the Company’s financial statements. The Company has elected to present the cash flow statement changes retrospectively and the prior period has been adjusted to present excess tax benefits of $0.7 million as part of cash flows from operating activities and the cash paid by the Company for withholding shares from stock awards of $0.8 million as part of cash flows from financing activities. The other portions of ASU 2016-09 either were not applicable or had no effect on the financial statements. In February 2016, the FASB issued ASU 2016-02, Topic 842, Leases , which requires lessees to recognize lease assets and lease liabilities for operating leases. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating how the adoption of this standard will impact the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Topic 606, Revenue from Contracts with Customers and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016, May 2016, and December 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, respectively. The new standard supersedes a majority of existing revenue recognition guidance under U.S. GAAP, and requires a company to recognize revenue when it transfers goods or services to a customer in an amount that reflects the consideration to which a company expects to be entitled. Companies may need to use more judgment and make more estimates while recognizing revenue, which could result in additional disclosures to the financial statements. ASU 2014-09 allows for either a “full retrospective” adoption or a “modified retrospective” adoption. The amended effective date of ASU 2014-09 is for reporting periods beginning after December 15, 2017. Companies are permitted to voluntarily adopt the new standard as of the original effective date which was reporting periods beginning after December 15, 2016. The Company expects to adopt this standard on January 1, 2018 utilizing the modified retrospective method. During 2016, the Company initiated efforts to assess the impact of this new standard on the Company’s future reported results, operating and accounting processes and systems. The Company has continued these efforts in 2017. The Company expects adoption of the standard will not significantly impact reported results for print advertising, print circulation and digital circulation. The new standard is expected to result in the Company recording digital advertising revenue placed on non-tronc websites net of the cost of the third-party website as the Company may be acting as an agent as defined under the new standard. Currently, such revenues are generally recorded gross. The expected impact of such a change would be to decrease revenues and the related costs by $50.0 million to $60.0 million annually compared to the current year. The new standard is not expected to significantly impact revenues related to commercial printing and delivery services provided to other newspapers, direct mail advertising and services and other related activities. |
CHANGES IN OPERATIONS (Tables)
CHANGES IN OPERATIONS (Tables) | 9 Months Ended |
Sep. 24, 2017 | |
Restructuring and Related Activities [Abstract] | |
Summary of lease abandonment accrual activity | A summary of the activity with respect to the Company’s lease abandonment accrual for the nine months ended September 24, 2017 is as follows (in thousands): Balance at December 25, 2016 $ 6,694 Provision 4,458 Payments and other (4,272 ) Balance at September 24, 2017 $ 6,880 A summary of the activity with respect to the Company’s severance accrual for the nine months ended September 24, 2017 is as follows (in thousands): Balance at December 25, 2016 $ 11,640 Provision 13,844 Payments (12,710 ) Balance at September 24, 2017 $ 12,774 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 24, 2017 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition | At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands): Allocated Fair Value of Acquired Assets and Assumed Liabilities Cash acquired as part of the purchase $ 3,305 Accounts receivable and other current assets 20,220 Property, plant and equipment, including assets under capital leases 48,347 Mastheads and intangible assets not subject to amortization 1,910 Other long-term assets 1,222 Accounts payable and other current liabilities (17,203 ) Pension and postemployment benefits liability (25,445 ) Workers compensation and auto insurance liability (18,838 ) Other long-term liabilities (13,518 ) Total identifiable net assets (liabilities) — |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 24, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories consisted of the following (in thousands): As of September 24, 2017 December 25, 2016 Newsprint $ 8,902 $ 10,462 Supplies and other 265 488 Total inventories $ 9,167 $ 10,950 |
GOODWILL AND OTHER INTANGIBLE27
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 24, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of goodwill, other intangible assets | Goodwill and other intangible assets at September 24, 2017 and December 25, 2016 consisted of the following (in thousands): September 24, 2017 December 25, 2016 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Intangible assets subject to amortization Subscribers (useful life of 2 to 10 years) $ 24,632 $ (8,272 ) $ 16,360 $ 25,814 $ (7,229 ) $ 18,585 Advertiser relationships (useful life of 2 to 13 years) 42,587 (14,421 ) 28,166 44,271 (11,883 ) 32,388 Tradenames (useful life of 20 years) 15,100 (2,380 ) 12,720 15,100 (1,816 ) 13,284 Other (useful life of 1 to 20 years) 5,379 (2,126 ) 3,253 5,540 (1,940 ) 3,600 Total intangible assets subject to amortization $ 87,698 $ (27,199 ) 60,499 $ 90,725 $ (22,868 ) 67,857 Software (useful life of 2 to 10 years) $ 132,172 $ (85,347 ) 46,825 $ 125,780 $ (71,215 ) 54,565 Goodwill and other intangible assets not subject to amortization Goodwill 122,640 122,469 Newspaper mastheads and other intangible assets not subject to amortization 66,239 64,304 Total goodwill and other intangible assets $ 296,203 $ 309,195 |
PENSION AND OTHER POSTRETIREM28
PENSION AND OTHER POSTRETIREMENT BENEFITS (Tables) | 9 Months Ended |
Sep. 24, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of defined benefit plans net periodic benefit credit | The components of net periodic benefit credit for the Company’s defined benefit plan were as follows (in thousands): Three Months Ended Nine Months Ended September 24, 2017 September 25, 2016 September 24, 2017 September 25, 2016 Interest cost $ 2,200 $ 1,875 $ 6,600 $ 5,625 Expected return on assets (2,375 ) (2,450 ) (7,125 ) (7,350 ) Amortization of actuarial loss $ 25 $ — $ 75 $ — Net periodic benefit $ (150 ) $ (575 ) $ (450 ) $ (1,725 ) |
Schedule of components of net periodic benefit cost | The components of net periodic benefit credit for the Company’s postretirement health care and life insurance plans were as follows (in thousands): Three Months Ended Nine Months Ended September 24, 2017 September 25, 2016 September 24, 2017 September 25, 2016 Service cost $ 3 $ 9 $ 9 $ 28 Interest cost 55 70 165 211 Amortization of prior service credits (291 ) (439 ) (875 ) 208 Amortization of gain (47 ) — (140 ) — Net periodic (benefit) expense $ (280 ) $ (360 ) $ (841 ) $ 447 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 24, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per common share | For the three and nine months ended September 24, 2017 and September 25, 2016 , basic and diluted earnings per common share were as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 24, 2017 September 25, 2016 September 24, 2017 September 25, 2016 Income (Loss) - Numerator: Net income (loss) available to tronc stockholders plus assumed conversions $ 2,056 $ (10,472 ) $ 5,908 $ (12,879 ) Shares - Denominator: Weighted average number of common shares outstanding (basic) 33,242 36,415 34,124 32,908 Dilutive effect of employee stock options and RSUs 170 — 209 — Adjusted weighted average shares outstanding (diluted) 33,412 36,415 34,333 32,908 Net income (loss) per common share: Basic $ 0.06 $ (0.29 ) $ 0.17 $ (0.39 ) Diluted $ 0.06 $ (0.29 ) $ 0.17 $ (0.39 ) |
ACCUMULATED OTHER COMPREHENSI30
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 9 Months Ended |
Sep. 24, 2017 | |
Equity [Abstract] | |
Schedule of components of accumulated other comprehensive income (loss), net of tax | The following table sets forth the components of accumulated other comprehensive income (loss), net of tax where applicable (in thousands): Foreign Currency OPEB Pension Total Balance at December 25, 2016 $ (32 ) $ 6,374 $ (15,156 ) $ (8,814 ) Other comprehensive income before reclassifications 1 — $ — 1 Amounts reclassified from AOCI — (569 ) $ — (569 ) Balance at September 24, 2017 (31 ) 5,805 (15,156 ) (9,382 ) |
Schedule of reclassification out of accumulated other comprehensive income (loss) | 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 nine months ended September 24, 2017 and September 25, 2016 (in thousands): Three Months Ended Nine Months Ended Accumulated Other Comprehensive Income (Loss) Components September 24, 2017 September 25, 2016 September 24, 2017 September 25, 2016 Affected Line Items in the Consolidated Statements of Income (Loss) Pension and postretirement benefit adjustments: Prior service cost recognized $ (291 ) $ (439 ) $ (875 ) $ 208 Compensation Amortization of actuarial losses (22 ) — (65 ) — Compensation Total before taxes (313 ) (439 ) (940 ) 208 Tax effect (119 ) (173 ) (371 ) 82 Income tax expense (benefit) Total reclassifications for the period $ (194 ) $ (266 ) $ (569 ) $ 126 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 24, 2017 | |
Segment Reporting [Abstract] | |
Operating revenue and income (loss) from operations by operating segment | Operating revenues and income (loss) from operations by operating segment were as follows for the periods indicated (in thousands): Three Months Ended Nine Months Ended September 24, 2017 September 25, 2016 September 24, 2017 September 25, 2016 Operating revenues: troncM $ 297,252 $ 323,133 $ 921,202 $ 1,010,565 troncX 56,545 57,153 170,226 175,944 Corporate and eliminations (706 ) (2,050 ) (2,430 ) (5,553 ) $ 353,091 $ 378,236 $ 1,088,998 $ 1,180,956 Income (loss) from operations: troncM $ 14,802 $ 16,267 $ 56,312 $ 64,448 troncX 5,439 4,839 17,993 16,711 Corporate and eliminations (13,987 ) (20,270 ) (37,085 ) (69,896 ) Income (loss) from operations $ 6,254 $ 836 $ 37,220 $ 11,263 Interest expense, net (6,544 ) (6,673 ) (19,425 ) (20,116 ) Premium on stock buyback — — (6,031 ) — Loss on equity investments, net 4,993 (190 ) 3,721 (487 ) Reorganization items, net — (93 ) — (236 ) Income (loss) before income taxes $ 4,703 $ (6,120 ) $ 15,485 $ (9,576 ) Depreciation and amortization troncM $ 5,626 $ 6,175 $ 18,221 $ 17,486 troncX $ 4,124 $ 2,900 $ 10,940 $ 8,533 Corporate and eliminations 4,408 5,300 12,835 16,780 $ 14,158 $ 14,375 $ 41,996 $ 42,799 |
SUPPLEMENTAL CASH FLOW INFORM32
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 24, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental cash flow information | Supplemental cash flow information for each of the periods presented is as follows (in thousands): Nine months ended September 24, September 25, Cash paid during the period for: Interest $ 17,063 $ 17,886 Income taxes, net of refunds 142 (213 ) Non-cash items in investing activities: Additions to property plant and equipment under capital leases (890 ) (722 ) Non-cash items in financing activities: New capital leases 890 722 |
DESCRIPTION OF BUSINESS AND B33
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION - Textual (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017USD ($) | Sep. 25, 2016USD ($) | Sep. 24, 2017USD ($)pulitzer_prizemarket | Sep. 25, 2016USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of vertical sales markets owned | market | 10 | |||
Number of Pulitzer Prizes | pulitzer_prize | 105 | |||
Excess tax benefits (expense) realized from exercise of stock-based awards | $ 0 | $ 653 | ||
Withholding for taxes on RSU vesting | 2,077 | 821 | ||
Operating revenues | $ (353,091) | $ (378,236) | (1,088,998) | (1,180,956) |
Operating expenses | $ (65,584) | $ (79,104) | (207,512) | (227,634) |
Accounting Standards Update 2016-09 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Excess tax benefits (expense) realized from exercise of stock-based awards | 700 | |||
Withholding for taxes on RSU vesting | $ 800 | |||
Minimum | Accounting Standards Update 2014-09 | Pro Forma | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Operating revenues | 50,000 | |||
Operating expenses | 50,000 | |||
Maximum | Accounting Standards Update 2014-09 | Pro Forma | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Operating revenues | 60,000 | |||
Operating expenses | $ 60,000 |
CHANGES IN OPERATIONS - Textual
CHANGES IN OPERATIONS - Textual (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 24, 2017USD ($)position | Jun. 25, 2017USD ($)ft²position | Mar. 26, 2017USD ($)ft² | Sep. 25, 2016USD ($)ft²position | Dec. 27, 2015 | Sep. 24, 2017USD ($)position | Sep. 25, 2016USD ($)ft²position | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 13,844 | ||||||
Contract termination | Property subject to operating lease | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 2,000 | 4,458 | |||||
Area of vacated office space | ft² | 15,000 | ||||||
Employee voluntary separation program | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Benefit requisite service period (more than one year) | 1 year | ||||||
Restructuring charges | $ 800 | 300 | $ 9,700 | ||||
Information technology outsource | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 1,500 | 100 | 4,400 | ||||
Printing, packaging, and delivery outsource | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 2,200 | ||||||
Reductions in staffing levels in operations | position | 112 | ||||||
Accelerated depreciation | $ 1,900 | ||||||
Los Angeles Times enhanced severance benefit | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Benefit requisite service period (more than one year) | 15 years | ||||||
Restructuring charges | $ 2,600 | ||||||
Reductions in staffing levels in operations | position | 25 | ||||||
Additional restructuring | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 5,400 | $ 1,500 | $ 8,600 | $ 10,400 | |||
Reductions in staffing levels in operations | position | 78 | 56 | 200 | 168 | |||
Chicago area office space | Contract termination | Property subject to operating lease | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 1,400 | $ 8,500 | |||||
Area of vacated office space | ft² | 33,629 | ||||||
South Florida office space | Contract termination | Property subject to operating lease | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 600 | ||||||
Area of vacated office space | ft² | 30,000 | ||||||
Los Angeles office space | Contract termination | Property subject to operating lease | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 300 | ||||||
Area of vacated office space | ft² | 11,614 | ||||||
Chicago and Los Angeles office spaces | Contract termination | Property subject to operating lease | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Area of vacated office space | ft² | 200,000 | 200,000 |
CHANGES IN OPERATIONS - Summary
CHANGES IN OPERATIONS - Summary of Severance Accrual (Details) $ in Thousands | 9 Months Ended |
Sep. 24, 2017USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at beginning of period | $ 11,640 |
Provision | 13,844 |
Payments | (12,710) |
Balance at end of period | $ 12,774 |
CHANGES IN OPERATIONS - Summa36
CHANGES IN OPERATIONS - Summary of Lease Abandonment Accrual Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 26, 2017 | Sep. 24, 2017 | |
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | $ 11,640 | $ 11,640 |
Provision | 13,844 | |
Payments and other | (12,710) | |
Balance at end of period | 12,774 | |
Property subject to operating lease | Contract termination | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 6,694 | 6,694 |
Provision | $ 2,000 | 4,458 |
Payments and other | (4,272) | |
Balance at end of period | $ 6,880 |
RELATED PARTY TRANSACTIONS - A
RELATED PARTY TRANSACTIONS - Aircraft Dry Sublease Textual (Details) - Tribune Publishing Company, LLC $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 30, 2017USD ($) | Sep. 24, 2017USD ($) | Sep. 25, 2016USD ($) | Sep. 24, 2017USD ($) | Sep. 25, 2016USD ($) | Dec. 25, 2016$ / h | |
Merrick Ventures, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Payments under aircraft sublease | $ 0.3 | |||||
Aircraft Dry sublease agreement | Merrick Ventures, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Sublease, aircraft, price per flight hour | $ / h | 8,500 | |||||
Initial sublease term | 1 year | |||||
Lease agreement, written termination period | 30 days | |||||
Payments under aircraft sublease | $ 0.7 | $ 0.8 | $ 2 | $ 2.1 | ||
Reimbursement of lease expense | 0.6 | 1.1 | 1.6 | 1.1 | ||
Aircraft Dry sublease agreement | Third-Party Pilot Service | ||||||
Related Party Transaction [Line Items] | ||||||
Reimbursement of lease expense | $ 0.1 | $ 0.2 | $ 0.3 | $ 0.2 |
RELATED PARTY TRANSACTIONS - Ev
RELATED PARTY TRANSACTIONS - Event Tickets (Details) - Merrick Ventures, LLC - Tribune Publishing Company, LLC - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Apr. 30, 2017 | Mar. 26, 2017 | |
Related Party Transaction [Line Items] | ||
Approximate annual cost of tickets | $ 0.3 | |
Payments for tickets at face value | $ 0.2 |
RELATED PARTY TRANSACTIONS - CI
RELATED PARTY TRANSACTIONS - CIPS Marketing Group (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2017 | Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | |
Related Party Transaction [Line Items] | |||||
Proceeds from sale of equity method investments | $ 7,890 | $ 0 | |||
CIPS Marketing Group, Inc. | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, ownership percentage | 50.00% | 50.00% | |||
Gain on sale of investment | $ 5,600 | ||||
Proceeds from sale of equity method investments | $ 7,500 | ||||
CIPS Marketing Group, Inc. | Equity method investments | |||||
Related Party Transaction [Line Items] | |||||
Other revenue | $ 100 | $ 300 | $ 600 | 800 | |
CIPS Marketing Group, Inc. | Other operating expense | Equity method investments | |||||
Related Party Transaction [Line Items] | |||||
Marketing expense | $ 400 | $ 2,700 | $ 4,200 | $ 8,500 |
RELATED PARTY TRANSACTIONS - Nu
RELATED PARTY TRANSACTIONS - Nucleus Marketing Solutions, LLC (Details) - Nucleus Marketing Solutions, LLC $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 24, 2017USD ($) | Sep. 24, 2017USD ($) | |
Related Party Transaction [Line Items] | ||
Equity method investment, ownership percentage | 25.00% | 25.00% |
Other revenue | $ 2.5 | $ 6.1 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) | Sep. 03, 2017USD ($)a | Sep. 24, 2017USD ($) | Sep. 25, 2016USD ($) | Sep. 24, 2017USD ($)segment | Sep. 25, 2016USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2017USD ($) | Aug. 04, 2014USD ($) |
Business Acquisition [Line Items] | ||||||||
Current lease rate | $ 100,000 | |||||||
Number of operating segments | segment | 2 | |||||||
Revenues | $ 353,091,000 | $ 378,236,000 | $ 1,088,998,000 | $ 1,180,956,000 | ||||
Daily News, L.P. and NYDailyNews.com | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of partnership interests acquired | 100.00% | |||||||
Cash consideration for acquisition | $ 0 | |||||||
Revenues | 7,600,000 | |||||||
Operating expenses | $ 9,300,000 | |||||||
Real Estate Partnership | DNLP | Scenario, Forecast | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership percentage | 49.90% | |||||||
Real Estate Partnership | New DN Company | Scenario, Forecast | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership percentage | 50.10% | |||||||
New Jersey Lease Purchase Option | Daily News, L.P. and NYDailyNews.com | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of acres acquired | a | 18 | |||||||
Exercise price of real property purchase option | $ 6,900,000 | |||||||
Number of acres to be transferred at date of purchase option | a | 4 | |||||||
New Jersey Lease Purchase Option | DNLP | Daily News, L.P. and NYDailyNews.com | ||||||||
Business Acquisition [Line Items] | ||||||||
Exercise price of real property purchase option | $ 3,500,000 | |||||||
Senior ABL facility | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate amount of outstanding letters of credit | $ 15,000,000 | |||||||
Senior ABL facility | Letter of credit | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate amount of outstanding letters of credit | $ 75,000,000 | |||||||
Senior ABL facility | Letter of credit | Scenario, Forecast | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate amount of outstanding letters of credit | $ 18,700,000 | |||||||
Contingent Sale Leaseback Of New Jersey Lease | Scenario, Forecast | ||||||||
Business Acquisition [Line Items] | ||||||||
Future lease payment | $ 1 | |||||||
Sale leaseback transaction, lease term | 15 years |
ACQUISITIONS - Schedule of Busi
ACQUISITIONS - Schedule of Business Acquisition (Details) - Daily News, L.P. and NYDailyNews.com $ in Thousands | Sep. 03, 2017USD ($) |
Business Acquisition [Line Items] | |
Cash acquired as part of the purchase | $ 3,305 |
Accounts receivable and other current assets | 20,220 |
Property, plant and equipment, including assets under capital leases | 48,347 |
Mastheads and intangible assets not subject to amortization | 1,910 |
Other long-term assets | 1,222 |
Accounts payable and other current liabilities | (17,203) |
Pension and postemployment benefits liability | (25,445) |
Workers compensation and auto insurance liability | (18,838) |
Other long-term liabilities | (13,518) |
Total identifiable net assets (liabilities) | $ 0 |
INVENTORIES - Summary of Invent
INVENTORIES - Summary of Inventory (Details) - USD ($) $ in Thousands | Sep. 24, 2017 | Dec. 25, 2016 |
Inventory Disclosure [Abstract] | ||
Newsprint | $ 8,902 | $ 10,462 |
Supplies and other | 265 | 488 |
Total inventories | $ 9,167 | $ 10,950 |
GOODWILL AND OTHER INTANGIBLE44
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 24, 2017 | Dec. 25, 2016 | |
Intangible assets subject to amortization | ||
Gross Amount | $ 87,698 | $ 90,725 |
Accumulated Amortization | (27,199) | (22,868) |
Net Amount | 60,499 | 67,857 |
Software | ||
Net Amount | 46,825 | 54,565 |
Goodwill and other intangible assets not subject to amortization | ||
Goodwill | 122,640 | 122,469 |
Newspaper mastheads and other intangible assets not subject to amortization | 66,239 | 64,304 |
Total goodwill and other intangible assets | 296,203 | 309,195 |
Subscribers | ||
Intangible assets subject to amortization | ||
Gross Amount | 24,632 | 25,814 |
Accumulated Amortization | (8,272) | (7,229) |
Net Amount | $ 16,360 | $ 18,585 |
Subscribers | Minimum | ||
Intangible assets subject to amortization | ||
Useful life | 2 years | 2 years |
Subscribers | Maximum | ||
Intangible assets subject to amortization | ||
Useful life | 10 years | 10 years |
Advertiser relationships | ||
Intangible assets subject to amortization | ||
Gross Amount | $ 42,587 | $ 44,271 |
Accumulated Amortization | (14,421) | (11,883) |
Net Amount | $ 28,166 | $ 32,388 |
Advertiser relationships | Minimum | ||
Intangible assets subject to amortization | ||
Useful life | 2 years | 2 years |
Advertiser relationships | Maximum | ||
Intangible assets subject to amortization | ||
Useful life | 13 years | 13 years |
Tradenames | ||
Intangible assets subject to amortization | ||
Gross Amount | $ 15,100 | $ 15,100 |
Accumulated Amortization | (2,380) | (1,816) |
Net Amount | $ 12,720 | $ 13,284 |
Useful life | 20 years | 20 years |
Other | ||
Intangible assets subject to amortization | ||
Gross Amount | $ 5,379 | $ 5,540 |
Accumulated Amortization | (2,126) | (1,940) |
Net Amount | $ 3,253 | $ 3,600 |
Other | Minimum | ||
Intangible assets subject to amortization | ||
Useful life | 1 year | 1 year |
Other | Maximum | ||
Intangible assets subject to amortization | ||
Useful life | 20 years | 20 years |
Software | ||
Software | ||
Gross Amount | $ 132,172 | $ 125,780 |
Accumulated Amortization | (85,347) | (71,215) |
Net Amount | $ 46,825 | $ 54,565 |
Software | Minimum | ||
Intangible assets subject to amortization | ||
Useful life | 2 years | 2 years |
Software | Maximum | ||
Intangible assets subject to amortization | ||
Useful life | 10 years | 10 years |
DEBT - Textual (Details)
DEBT - Textual (Details) | Aug. 04, 2014USD ($) | Dec. 27, 2015USD ($) | Dec. 31, 2017USD ($) | Sep. 24, 2017USD ($) | Dec. 25, 2016USD ($) |
Line of Credit Facility [Line Items] | |||||
Principal balance | $ 21,708,000 | $ 21,617,000 | |||
Capital leases balance | 7,300,000 | ||||
Current portion of capital leases | 600,000 | ||||
Senior term facility | |||||
Line of Credit Facility [Line Items] | |||||
Principal amount | $ 363,800,000 | ||||
Weighted average interest rate (as a percent) | 5.89% | ||||
Fair value outstanding | $ 364,300,000 | ||||
Maximum borrowing capacity | $ 350,000,000 | ||||
Potential increase in borrowing capacity | $ 100,000,000 | ||||
Senior secured leverage ratio | 2 | ||||
Proceeds from issuance of debt | $ 70,000,000 | ||||
Amount outstanding | 363,800,000 | ||||
Percentage of principal balance | 1.25% | ||||
Principal balance | 21,100,000 | ||||
Unamortized balance of the discount | 2,600,000 | ||||
Unamortized debt issuance costs | 6,300,000 | ||||
Senior ABL facility | |||||
Line of Credit Facility [Line Items] | |||||
Principal amount | $ 140,000,000 | ||||
Potential increase in borrowing capacity | 15,000,000 | ||||
Amount outstanding | 0 | ||||
Senior ABL facility | Financial standby letter of credit | |||||
Line of Credit Facility [Line Items] | |||||
Supported outstanding undrawn letters of credit | $ 34,500,000 | ||||
Senior ABL facility | Letter of credit | |||||
Line of Credit Facility [Line Items] | |||||
Potential increase in borrowing capacity | $ 75,000,000 | ||||
Commitment fee (as a percent) | 0.25% | ||||
Scenario, Forecast | Senior ABL facility | Letter of credit | |||||
Line of Credit Facility [Line Items] | |||||
Potential increase in borrowing capacity | $ 18,700,000 |
INCOME TAXES - Textual (Details
INCOME TAXES - Textual (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 2,647 | $ 4,352 | $ 9,577 | $ 3,303 |
Effective tax rate on pretax income, percent | 56.30% | (71.10%) | 61.80% | (34.50%) |
U.S. federal statutory rate, percent | 35.00% | 35.00% | ||
Premium on stock buyback | $ 0 | $ 0 | $ 6,031 | $ 0 |
Charge to Company's deferred taxes | 7,100 | $ 7,100 | ||
Reduction in tax basis | 17,700 | |||
Increase to deferred tax liability | $ 7,100 |
PENSION AND OTHER POSTRETIREM47
PENSION AND OTHER POSTRETIREMENT BENEFITS - Textual (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 24, 2017 | Sep. 25, 2016 | Sep. 03, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Pension contribution | $ 11,827 | $ 8,856 | ||
Pension plan | San Diego Pension Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Pension contribution | 10,600 | |||
Expected future contributions for rest of current year | $ 2,600 | $ 2,600 | ||
Pension plan | Unfunded plan | NYDN Pension Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Unfunded status of plan | $ 25,400 | |||
Employer contribution to pension plan | $ 1,000 |
PENSION AND OTHER POSTRETIREM48
PENSION AND OTHER POSTRETIREMENT BENEFITS - Components of Defined Benefit Plan (Details) - Pension plan - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Interest cost | $ 2,200 | $ 1,875 | $ 6,600 | $ 5,625 |
Expected return on assets | (2,375) | (2,450) | (7,125) | (7,350) |
Amortization of actuarial loss | 25 | 0 | 75 | 0 |
Net periodic benefit | $ (150) | $ (575) | $ (450) | $ (1,725) |
PENSION AND OTHER POSTRETIREM49
PENSION AND OTHER POSTRETIREMENT BENEFITS - Components of Postretirement Health Care and Life Insurance Plans (Details) - Other postretirement plans - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Service cost | $ 3 | $ 9 | $ 9 | $ 28 |
Interest cost | 55 | 70 | 165 | 211 |
Amortization of prior service credits | (291) | (439) | (875) | 208 |
Amortization of gain | (47) | 0 | (140) | 0 |
Net periodic (benefit) expense | $ (280) | $ (360) | $ (841) | $ 447 |
EARNINGS PER SHARE - Textual (
EARNINGS PER SHARE - Textual (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | |
Option | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from computation of EPS (in shares) | 755,234 | 1,339,604 | 866,292 | 1,339,604 |
RSU | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from computation of EPS (in shares) | 210,329 | 1,375,501 | 333,360 | 1,375,501 |
EARNINGS PER SHARE - Basic and
EARNINGS PER SHARE - Basic and Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | |
Income (Loss) - Numerator: | ||||
Net income (loss) available to tronc stockholders plus assumed conversions | $ 2,056 | $ (10,472) | $ 5,908 | $ (12,879) |
Shares - Denominator: | ||||
Weighted average number of common shares outstanding (basic) (in shares) | 33,242 | 36,415 | 34,124 | 32,908 |
Dilutive effect of employee stock options and RSUs (in shares) | 170 | 0 | 209 | 0 |
Adjusted weighted average shares outstanding (diluted) (in shares) | 33,412 | 36,415 | 34,333 | 32,908 |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ 0.06 | $ (0.29) | $ 0.17 | $ (0.39) |
Diluted (in dollars per share) | $ 0.06 | $ (0.29) | $ 0.17 | $ (0.39) |
STOCKHOLDERS' EQUITY - Textual
STOCKHOLDERS' EQUITY - Textual (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 23, 2017 | Mar. 22, 2017 | May 22, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 |
Class of Stock [Line Items] | |||||||
Company's closing price of stock (in dollars per share) | $ 13.39 | ||||||
Premium on stock buyback | $ 0 | $ 0 | $ 6,031 | $ 0 | |||
Oaktree Capital | |||||||
Class of Stock [Line Items] | |||||||
Stock repurchase program, number of shares authorized to be repurchased (in shares) | 3,745,947 | ||||||
Common stock, par value (in dollars per share) | $ 15 | ||||||
Stock repurchase program, authorized amount | $ 56,200 | ||||||
Private placement | Merrick Shares purchase agreement | Merrick Media, LLC | Affiliated entity | |||||||
Class of Stock [Line Items] | |||||||
Percentage of ownership of outstanding shares | 30.00% | 25.00% | |||||
Private placement | Merrick Shares purchase agreement | Mr. Ferro | Beneficial owner | |||||||
Class of Stock [Line Items] | |||||||
Beneficial ownership by related party, common shares owned (in shares) | 9,497,788 | 9,497,788 | |||||
Beneficial ownership by related party, percentage of common stock owned | 28.30% | 28.30% | |||||
Private placement | Nant Rights purchase agreement | Beneficial owner | |||||||
Class of Stock [Line Items] | |||||||
Percentage of ownership of outstanding shares | 25.00% | ||||||
Private placement | Nant Rights purchase agreement | Dr. Soon-Shiong | Beneficial owner | |||||||
Class of Stock [Line Items] | |||||||
Beneficial ownership by related party, common shares owned (in shares) | 8,743,619 | 8,743,619 | |||||
Beneficial ownership by related party, percentage of common stock owned | 26.10% | 26.10% |
ACCUMULATED OTHER COMPREHENSI53
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | $ 107,881 | |||
Other comprehensive income before reclassifications | 1 | |||
Amounts reclassified from AOCI | (569) | |||
Balance at end of period | $ 68,413 | 68,413 | ||
Foreign Currency | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (32) | |||
Other comprehensive income before reclassifications | 1 | |||
Amounts reclassified from AOCI | 0 | |||
Balance at end of period | (31) | (31) | ||
OPEB/Pension | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Amounts reclassified from AOCI | (194) | $ (266) | (569) | $ 126 |
AOCI | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (8,814) | |||
Balance at end of period | (9,382) | (9,382) | ||
Other postretirement plans | OPEB/Pension | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | 6,374 | |||
Other comprehensive income before reclassifications | 0 | |||
Amounts reclassified from AOCI | (569) | |||
Balance at end of period | 5,805 | 5,805 | ||
Pension plan | OPEB/Pension | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (15,156) | |||
Other comprehensive income before reclassifications | 0 | |||
Amounts reclassified from AOCI | 0 | |||
Balance at end of period | $ (15,156) | $ (15,156) |
ACCUMULATED OTHER COMPREHENSI54
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications for the period | $ (569) | |||
Prior service cost recognized | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Pension and post retirement benefits adjustments, total before tax | $ (291) | $ (439) | (875) | $ 208 |
Amortization of actuarial losses | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Pension and post retirement benefits adjustments, total before tax | (22) | 0 | (65) | 0 |
OPEB/Pension | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Pension and post retirement benefits adjustments, total before tax | (313) | (439) | (940) | 208 |
Tax effect | (119) | (173) | (371) | 82 |
Total reclassifications for the period | $ (194) | $ (266) | $ (569) | $ 126 |
CONTINGENCIES - Textual (Detai
CONTINGENCIES - Textual (Details) | Aug. 12, 2016Chapter_11_case | Jun. 01, 2016claim | Dec. 31, 2012subsidiary |
Loss Contingencies [Line Items] | |||
Number of wholly-owned subsidiaries | subsidiary | 110 | ||
Number of Chapter 11 cases | Chapter_11_case | 106 | ||
Tribune Publishing Co. stockholder litigation | |||
Loss Contingencies [Line Items] | |||
Number of cases consolidated into one case | claim | 3 |
SEGMENT INFORMATION - Operating
SEGMENT INFORMATION - Operating Revenue and Income (Loss) from Operations by Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | |
Segment Reporting Information [Line Items] | ||||
Operating revenues | $ 353,091 | $ 378,236 | $ 1,088,998 | $ 1,180,956 |
Income (loss) from operations | 6,254 | 836 | 37,220 | 11,263 |
Interest expense, net | (6,544) | (6,673) | (19,425) | (20,116) |
Premium on stock buyback | 0 | 0 | (6,031) | 0 |
Gain (loss) on equity investments, net | 4,993 | (190) | 3,721 | (487) |
Reorganization items, net | 0 | (93) | 0 | (236) |
Income (loss) before income taxes | 4,703 | (6,120) | 15,485 | (9,576) |
Depreciation and amortization | 14,158 | 14,375 | 41,996 | 42,799 |
Operating segments | troncM | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 297,252 | 323,133 | 921,202 | 1,010,565 |
Income (loss) from operations | 14,802 | 16,267 | 56,312 | 64,448 |
Depreciation and amortization | 5,626 | 6,175 | 18,221 | 17,486 |
Operating segments | troncX | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 56,545 | 57,153 | 170,226 | 175,944 |
Income (loss) from operations | 5,439 | 4,839 | 17,993 | 16,711 |
Depreciation and amortization | 4,124 | 2,900 | 10,940 | 8,533 |
Corporate and eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | (706) | (2,050) | (2,430) | (5,553) |
Income (loss) from operations | (13,987) | (20,270) | (37,085) | (69,896) |
Depreciation and amortization | $ 4,408 | $ 5,300 | $ 12,835 | $ 16,780 |
SUPPLEMENTAL CASH FLOW INFORM57
SUPPLEMENTAL CASH FLOW INFORMATION - Summary of Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 24, 2017 | Sep. 25, 2016 | |
Cash paid during the period for: | ||
Interest | $ 17,063 | $ 17,886 |
Income taxes, net of refunds | 142 | (213) |
Non-cash items in investing activities: | ||
Additions to property plant and equipment under capital leases | (890) | (722) |
Non-cash items in financing activities: | ||
New capital leases | $ 890 | $ 722 |