Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 05, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Tribune Publishing Company | |
Entity Central Index Key | 1,593,195 | |
Current Fiscal Year End Date | --12-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 35,601,362 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 24, 2017 | Sep. 30, 2018 | Sep. 24, 2017 | |
Income Statement [Abstract] | ||||
Operating revenues | $ 255,770 | $ 236,155 | $ 747,173 | $ 719,565 |
Operating expenses: | ||||
Compensation | 107,762 | 97,304 | 324,982 | 286,306 |
Newsprint and ink | 16,980 | 12,974 | 48,348 | 41,399 |
Outside services | 81,572 | 78,572 | 262,372 | 239,593 |
Other operating expenses | 47,270 | 37,302 | 116,220 | 113,828 |
Depreciation and amortization | 12,179 | 12,124 | 37,567 | 35,105 |
Total operating expenses | 265,763 | 238,276 | 789,489 | 716,231 |
Income (loss) from operations | (9,993) | (2,121) | (42,316) | 3,334 |
Interest income (expense), net | 303 | (6,510) | (11,673) | (19,310) |
Loss on early extinguishment of debt | 0 | 0 | (7,666) | 0 |
Premium on stock buyback | 0 | 0 | 0 | (6,031) |
Loss on equity investments, net | (434) | (403) | (1,828) | (2,024) |
Other income, net | 3,640 | 86 | 10,943 | 653 |
Loss from continuing operations before income taxes | (6,484) | (8,948) | (52,540) | (23,378) |
Income tax expense (benefit) | (5,835) | 3,697 | (8,719) | 1,612 |
Loss from continuing operations | (649) | (12,645) | (43,821) | (24,990) |
Plus: Earnings (loss) from discontinued operations, net of taxes | (3,586) | 14,701 | 290,665 | 30,898 |
Net income (loss) | (4,235) | 2,056 | 246,844 | 5,908 |
Less: Net income (loss) from continuing operations attributable to noncontrolling interest | (239) | 0 | 471 | 0 |
Net income (loss) available to Tribune stockholders | $ (3,996) | $ 2,056 | $ 246,373 | $ 5,908 |
Loss from continuing operations per common share: | ||||
Basic (in dollars per share) | $ (0.01) | $ (0.38) | $ (1.26) | $ (0.73) |
Diluted (in dollars per share) | (0.01) | (0.38) | (1.26) | (0.73) |
Net income (loss) attributable to Tribune per common share: | ||||
Basic (in dollars per share) | (0.11) | 0.06 | 7.01 | 0.17 |
Diluted (in dollars per share) | $ (0.11) | $ 0.06 | $ 7.01 | $ 0.17 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 35,409 | 33,242 | 35,166 | 34,124 |
Diluted (in shares) | 35,409 | 33,242 | 35,166 | 34,124 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 24, 2017 | Sep. 30, 2018 | Sep. 24, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (4,235) | $ 2,056 | $ 246,844 | $ 5,908 |
Other comprehensive income, net of taxes: | ||||
Amortization of items to periodic pension cost during the period, net of taxes of ($916), ($134), ($2,746) and ($401), respectively | (2,376) | (204) | (7,128) | (614) |
Foreign currency translation | (6) | 0 | (11) | 1 |
Other comprehensive loss, net of taxes | (2,382) | (204) | (7,139) | (613) |
Comprehensive income (loss) recognized in continuing operations | (6,617) | 1,852 | 239,705 | 5,295 |
Accumulated other comprehensive income recognized in discontinued operations, net of taxes of $9,702 | 0 | 0 | 25,397 | 0 |
Comprehensive income (loss) | (6,617) | 1,852 | 265,102 | 5,295 |
Comprehensive income (loss) attributable to noncontrolling interest | (239) | 0 | 471 | 0 |
Comprehensive income (loss) attributable to Tribune common stockholders | $ (6,378) | $ 1,852 | $ 264,631 | $ 5,295 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 24, 2017 | Sep. 30, 2018 | Sep. 24, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax effect | $ (916) | $ (134) | $ (2,746) | $ (401) |
Accumulated OCI recognized in discontinued operations - tax | $ 9,702 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 97,582 | $ 185,351 |
Accounts receivable, (net of allowances of $11,190 and $8,988) | 135,950 | 122,501 |
Inventories | 11,402 | 7,412 |
Prepaid expenses and other | 38,991 | 29,663 |
Assets related to discontinued operations | 0 | 61,778 |
Total current assets | 283,925 | 406,705 |
Property, plant and equipment | ||
Machinery, equipment and furniture | 126,423 | 110,598 |
Buildings and leasehold improvements | 81,233 | 36,987 |
Property, plant and equipment, gross | 207,656 | 147,585 |
Accumulated depreciation | (72,132) | (61,473) |
Property, plant and equipment, net, excluding advance payments | 135,524 | 86,112 |
Advance payments on property, plant and equipment | 10,543 | 8,386 |
Property, plant and equipment, net | 146,067 | 94,498 |
Other assets | ||
Goodwill | 134,747 | 48,700 |
Intangible assets, net | 79,383 | 64,996 |
Software, net | 29,515 | 40,700 |
Restricted cash | 43,947 | 0 |
Deferred income taxes | 0 | 1,124 |
Other long-term assets | 30,001 | 31,163 |
Assets related to discontinued operations | 0 | 177,247 |
Total other assets | 317,593 | 363,930 |
Total assets | 747,585 | 865,133 |
Current liabilities | ||
Accounts payable | 65,946 | 65,724 |
Employee compensation and benefits | 40,058 | 49,262 |
Deferred revenue | 53,580 | 50,314 |
Current portion of long-term debt | 405 | 21,486 |
Other current liabilities | 22,309 | 15,453 |
Liabilities associated with discontinued operations | 51,380 | 58,665 |
Total current liabilities | 233,678 | 260,904 |
Non-current liabilities | ||
Pension and postretirement benefits payable | 17,813 | 23,438 |
Deferred income tax liability | 3 | 0 |
Deferred revenue | 3,086 | 4,818 |
Long-term debt | 6,773 | 331,065 |
Workers’ compensation, general liability and auto insurance payable | 31,453 | 33,452 |
Other obligations | 41,815 | 25,794 |
Liabilities associated with discontinued operations | 0 | 116,500 |
Total non-current liabilities | 100,943 | 535,067 |
Noncontrolling interest | 39,371 | 0 |
Stockholders’ equity | ||
Preferred stock, $.01 par value. Authorized 30,000 shares; no shares issued or outstanding at September 30, 2018 and December 31, 2017 | 0 | 0 |
Common stock, $.01 par value. Authorized 300,000 shares, 37,447 shares issued and 35,494 shares outstanding at September 30, 2018; 37,551 shares issued and 33,684 shares outstanding at December 31, 2017 | 374 | 376 |
Additional paid-in capital | 164,665 | 150,229 |
Retained earnings (accumulated deficit) | 229,983 | (16,390) |
Accumulated other comprehensive income (loss) | 4,731 | (13,527) |
Treasury stock, at cost - 1,954 shares at September 30, 2018 and 3,867 shares at December 31, 2017 | (26,160) | (51,526) |
Total stockholders’ equity | 373,593 | 69,162 |
Total liabilities and stockholders’ equity | $ 747,585 | $ 865,133 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts | $ 11,190 | $ 8,988 |
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) | 37,447,000 | 37,551,000 |
Common stock, shares outstanding (in shares) | 35,494,000 | 33,684,000 |
Treasury stock, shares (in shares) | 1,954,000 | 3,867,000 |
CONSOLIDATED STATEMENT OF EQUIT
CONSOLIDATED STATEMENT OF EQUITY - 9 months ended Sep. 30, 2018 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid in Capital | Retained earnings | AOCI | Treasury Stock |
Balance at beginning of period (in shares) at Dec. 31, 2017 | 37,551 | |||||
Balance at beginning of period at Dec. 31, 2017 | $ 69,162 | $ 376 | $ 150,229 | $ (16,390) | $ (13,527) | $ (51,526) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income (loss) attributable to controlling interests | 239,234 | 246,373 | (7,139) | |||
AOCI recognized in discontinued operations | 25,397 | 25,397 | ||||
Issuance of stock from treasury for acquisition | 34,595 | 9,229 | 25,366 | |||
Issuance of stock from restricted stock and restricted stock unit conversions (in shares) | 339 | |||||
Issuance of stock from restricted stock and restricted stock unit conversions | 0 | $ 3 | (3) | |||
Exercise of stock options (in shares) | 7 | |||||
Exercise of stock options | 134 | 134 | ||||
Stock-based compensation | 8,177 | 8,177 | ||||
Withholding for taxes on restricted stock unit conversions | (3,106) | (3,106) | ||||
Forfeited restricted stock (in shares) | (450) | |||||
Forfeited restricted stock | 0 | $ (5) | 5 | |||
Balance at end of the period (in shares) at Sep. 30, 2018 | 37,447 | |||||
Balance at end of period at Sep. 30, 2018 | $ 373,593 | $ 374 | $ 164,665 | $ 229,983 | $ 4,731 | $ (26,160) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 24, 2017 | |
Operating Activities From Continuing Operations | ||
Net loss | $ (43,821) | $ (24,990) |
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | ||
Depreciation and amortization | 37,567 | 35,105 |
Stock compensation expense | 7,513 | 7,279 |
Loss on equity investments, net | 1,828 | 2,449 |
Loss on early extinguishment of debt | 7,666 | 0 |
Deferred income taxes | 3,818 | 11,292 |
Non-current deferred revenue | (1,732) | (1,070) |
Premium on stock buyback | 0 | 6,031 |
Pension contribution | (3,419) | 0 |
Postretirement medical, life and other benefits | (12,615) | (1,646) |
Changes in working capital items, excluding acquisitions: | ||
Accounts receivable, net | 2,045 | 25,287 |
Prepaid expenses, inventories and other current assets | 14,084 | (11,314) |
Accounts payable, employee compensation and benefits, deferred revenue and other current liabilities | (22,700) | (26,776) |
Other, net | 2,474 | 941 |
Net cash provided by (used for) operating activities | (7,292) | 22,588 |
Investing Activities From Continuing Operations | ||
Capital expenditures | (48,956) | (13,137) |
Acquisition of business, net of cash acquired | (70,999) | 3,305 |
Other, net | (2,207) | (1,841) |
Net cash used for investing activities | (122,162) | (11,673) |
Financing Activities From Continuing Operations | ||
Repayment of long-term debt | (353,253) | (15,817) |
Purchase of treasury stock | 0 | (56,189) |
Withholding for taxes on RSU vesting | (3,106) | (2,077) |
Dividends paid to noncontrolling interest | (2,000) | 0 |
Dividends paid to common stockholders | 0 | (145) |
Proceeds from exercise of stock options | 0 | 95 |
Other | (151) | (34) |
Net cash used for financing activities | (358,510) | (74,167) |
Decrease in cash attributable to continuing operations | (487,964) | (63,252) |
Cash Flows From Discontinued Operations | ||
Cash flows provided by (used for) operating activities of discontinued operations, net | (47,071) | 42,469 |
Cash flows provided by investing activities of discontinued operations, net | 491,504 | 7,828 |
Cash flows used for financing activities of discontinued operations, net | (291) | (242) |
Increase in cash attributable to discontinued operations | 444,142 | 50,055 |
Net decrease in cash | (43,822) | (13,197) |
Cash, cash equivalents and restricted cash beginning of period | 185,351 | 198,349 |
Cash, cash equivalents and restricted cash, end of period | $ 141,529 | $ 185,152 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2018 | |
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 —Tribune Publishing Company, formerly tronc. Inc., was formed as a Delaware corporation on November 21, 2013. Tribune Publishing Company together with its subsidiaries (collectively, the “Company” or “Tribune”) is a media company rooted in award-winning journalism. Headquartered in Chicago, the Company operates local media businesses in eight markets with titles including the Chicago Tribune, New York Daily News, The Baltimore Sun, Orlando Sentinel, South Florida’s Sun Sentinel , Virginia’s Daily Press and The Virginian-Pilot , The Morning Call of Lehigh Valley, Pennsylvania and the Hartford Courant. Tribune also operates Tribune Content Agency and the Daily Meal and on February 6, 2018, the Company became a majority owner in BestReviews LLC (“BestReviews”). On May 28, 2018, the Company acquired Virginian-Pilot Media Companies LLC, owner of the The Virginian-Pilot, a daily newspaper based in Norfolk, Virginia, and associated businesses (“Virginian-Pilot”). See Note 5 for further information on acquisitions. On May 23, 2018, the Company completed the sale of substantially all of the assets of forsalebyowner.com and on June 18, 2018, the Company completed the sale of the Los Angeles Times , The San Diego Union-Tribune and various other titles of the Company’s California properties (“California Properties”) . See Note 6 for more information on the dispositions and related discontinued operations. Subsequent to September 30, 2018, the Company changed its corporate name from tronc, Inc. to Tribune Publishing Company. The common stock of the Company began trading the morning of October 10, 2018 on Nasdaq under the ticker symbol “TPCO.” Tribune’s continuing legacy of brands, including the New York Daily News and The Virginian-Pilot, have earned a combined 60 Pulitzer Prizes and are committed to informing, inspiring and engaging local communities. Tribune’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 2018 ends on December 30, 2018 and fiscal year 2017 ended on December 31, 2017. Fiscal year 2018 is a 52-week year with 13 weeks in each quarter. Fiscal year 2017 was a 53-week year with 13 weeks in the first through third quarters and 14 weeks in the fourth 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 Tribune as of September 30, 2018 and December 31, 2017 and the results of operations for the three and nine months ended September 30, 2018 and September 24, 2017 , respectively, and the cash flows for the nine months ended September 30, 2018 and September 24, 2017 , respectively. This includes all normal and recurring adjustments and elimination of intercompany transactions. Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The year-end Consolidated Balance Sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. Effective as of the sale dates, the operations of the California Properties and forsalebyowner.com qualify as discontinued operations. Accordingly, operations for all periods presented have been reflected as discontinued operations in the accompanying Consolidated Statements of Income (Loss) and Consolidated Statements of Cash Flows. Additionally, assets and liabilities related to the divested properties are classified as such in all prior periods in the Consolidated Condensed Balance Sheets. Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate to continuing operations and exclude all discontinued operations including the California Properties and forsalebyowner.com. The Company assesses its operating segments in accordance with ASC Topic 280, “Segment Reporting.” Subsequent to the Company’s name change, Tribune renamed its existing segments to M and X. The Company is managed by its chief operating decision maker, as defined by ASC Topic 280, in two reportable segments, M and X. Segment M 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. Segment X includes the Company’s digital revenues and related digital expenses from local Tribune websites, third party websites, mobile applications, digital-only subscriptions, BestReviews and Tribune Content Agency (“TCA”). See Note 17 for additional segment information. New Accounting Standards —In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Subtopic 350-40, Intangibles-Goodwill and Other-Internal-Use Software; Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The ASU can be applied either retrospectively or prospectively. The ASU is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The Company is currently evaluating how the adoption of this standard will impact the Company’s consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Topic 220, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The ASU amends ASC 220, Income Statement — Reporting Comprehensive Income, to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” In addition, under the ASU, an entity will be required to provide certain disclosures regarding stranded tax effects. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating how the adoption of this standard will impact the Company’s consolidated financial statements. In March 2017, the FASB issued 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. The Company adopted the standard on January 1, 2018 and has applied the standard on a retrospective basis. Accordingly, prior period amounts have been adjusted. Adoption of the standard had no effect on the Company’s overall results of operations. The disclosures required by the standard can be found in Note 11 . 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 thereby 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, 2019 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 adopted the standard effective January 1, 2018 and will apply the standard to acquisitions or dispositions after that date. 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. The guidance is required to be applied on a retrospective basis. The Company adopted the standard effective January 1, 2018. The adoption had no retrospective effect on the Company’s consolidated financial statements as the Company had no restricted cash during 2017 or the first quarter of 2018. However, beginning in the second quarter of 2018, the Company has restricted cash and the restricted cash balances are included in the beginning and ending cash balances in the statements of cash flows and Note 18 provides a reconciliation between cash balances presented on the balance sheets with the amounts presented in the statements of cash flows. 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. The guidance is required to be applied on a retrospective basis. The Company adopted the standard effective January 1, 2018. The adoption had no effect on the Company’s consolidated 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. The Company expects to adopt this standard in the first quarter of 2019 using the transition option whereby companies may initially apply the new standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company has initiated efforts to assess the impact of this new standard on the Company’s future reported results and operating and accounting processes and systems. The Company expects to elect the practical expedients which allow the Company to forgo reassessing whether existing contracts are or contain leases, forgo reassessing the classification of existing leases and forgo reassessing initial direct costs of existing leases at the initial application date. The Company has not finalized its assessment, but believes the adoption of the new standard will have a material impact on its consolidated balance sheets primarily due to the recognition of right-of-use assets and lease liabilities for its capital lease obligations. The Company does not expect the adoption of the new standard to have a material impact on its consolidated statements of operations or cash flows. 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. On January 1, 2018, the Company adopted ASU 2014-09 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results of operations for periods after January 1, 2018 reflect the changes under ASU 2014-09. Results of operations for periods before January 1, 2018, continue to be reported under guidance in effect at that time. The adoption did not have a material effect on the Company’s consolidated financial statements. See Note 2 for disclosures as a result of the adoption. |
REVENUE RECOGNITION (Notes)
REVENUE RECOGNITION (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | REVENUE RECOGNITION Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for goods or services. Revenues are recognized as performance obligations that are satisfied at either a point in time, such as when an advertisement is published, or over time, such as content licensing. Advertising revenue Print advertising revenue is typically in the form of print display appearing in Tribune newspapers and preprinted advertising inserted into Tribune newspapers. Digital advertising consists of website display, banner ads, advertising widgets, coupon ads, video, search advertising and linear ads placed by customers on Tribune or other third-party websites. Customers submit ads to appear either in the print newspapers or on websites. Advertising revenue is recognized when the Company satisfies the performance obligation by transferring the promised goods or services to the customer in an amount that reflects the consideration the Company is entitled to receive. For print advertising, classified and preprint advertising, this transfer, which occurs at a point in time, occurs when the advertising appears in the newspaper. Digital advertising is typically sold on a cost-per-impression basis. An advertiser pays an amount based on the number of times their ad is displayed on the Company’s websites. Revenue is recognized at a point in time when the ad is displayed on the websites. Advertising revenue also includes digital marketing services which include development of mobile websites, search engine marketing and optimization, social media account management and content marketing for customers’ web presence for small to medium size businesses. For mobile website development, revenue is recognized when the website is live. For search engine marketing and optimization, social account management and content marketing, revenue is recognized over the period of time the service is performed for the customer. Certain customers receive cash-based incentives or credits, which are accounted for as variable consideration. The Company estimates these amounts based on the expected amount to be provided to customers and reduces revenues recognized. The Company expects there will be no significant changes to our estimates of variable consideration. Circulation revenue Circulation revenue results from the sale of print editions of newspapers to individual subscribers and to sales outlets that re-sell the newspapers. For individual subscribers, revenue is recognized at a point in time when the newspapers are delivered to the subscribers. For sales outlets, revenue is recognized at a point in time when the newspapers are delivered to the sales outlets or to an intermediary which has purchased the newspapers to resell to the sales outlets. Other revenue Other revenues are derived from commercial printing and delivery services provided to other newspapers, direct mail advertising and services, syndication and licensing revenue, ecommerce lead generation revenue and digital-only subscriptions. Digital circulation revenue results from the provision of online content to subscribers. Tribune recognizes revenue daily, per the contract term as the customer receives access to digital content. For commercial printing and delivery services, t he Company contracts with a number of national and local newspapers to both print and/or distribute their respective publications in local markets where it is a newspaper publisher. For commercial printing, revenue is recognized as the papers are printed and available for delivery. For commercial delivery, the Company operates under two models, the buy/sell model and the fee-for-delivery model. Under the buy/sell model, the Company buys the customers newspapers and resells them to subscribers and sales outlets. Revenue the Company receives for the sale of the newspapers is recognized when the newspapers are delivered to subscribers or sales outlets. Under the fee-for-delivery model, the Company receives a fee for each newspaper delivered. Revenue is recognized at the time the newspaper is delivered either to the subscriber or to the sales outlet. For direct mail advertising and services, the Company enters into an arrangement with customers to design, print and distribute advertising materials. Revenue is recognized when the items are delivered to the postage courier. For licensing and syndication revenue, the Company enters into a sales-based royalty arrangement with the customer to provide a license to Tribune content. The Company receives a periodic royalty payment based on usage of the content or derived sales of the content. Revenue is recognized based on royalties received. For ecommerce lead generation revenue, the Company provides leads to ecommerce sites such as Amazon.com and Walmart.com. Once the leads convert to sales on these sites, the Company receives a percentage of the sales. Revenue is recognized when the leads have been converted to sales, net of a reserve for returned items. The Company’s revenues disaggregated by type of revenue and segment are presented in Note 17 . The Company receives a significant portion of the payments from its subscribers in advance of the delivery of the content both either in print or digitally. These up-front payments and fees are recorded as deferred revenue upon receipt and generally require deferral of revenue recognition to a future period until the Company performs its obligations under the subscription agreement. The deferred revenue is recognized as revenue as the content is delivered. The deferred revenue is considered a contract liability under ASC 606. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. Therefore, the Company has no contract assets as defined under ASC 606. As of December 31, 2017 , the Company had a contract liabilities balance from continuing operations of $55.1 million , of which $45.6 million has been recognized as revenue in the nine months ended September 30, 2018 . The balance as of December 31, 2017 and the revenue recognized during the nine months ended September 30, 2018 exclude amounts related to discontinued operations. The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within cost of sales. Additionally, the Company does not disclose the value of unsatisfied performance obligations because the vast majority of contracts have original expected lengths of one year or less and payment terms are generally short-term in nature unless a customer is in bankruptcy. |
CHANGES IN OPERATIONS
CHANGES IN OPERATIONS | 9 Months Ended |
Sep. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
CHANGES IN OPERATIONS | CHANGES IN OPERATIONS Employee Reductions The Company continually assesses its operations in an effort to identify opportunities to enhance operational efficiencies and reduce expenses. In the past these activities have included, and could include in the future, outsourcing of various functions or operations, abandonment of leased space and other activities which may result in changes to employee headcount. The discussion and amounts below represent activity in the Company’s continuing operations and exclude any amounts in the Company’s assets, liabilities or operations from discontinued operations. 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 the end of the third quarter of 2017. The change in operations resulted in staff reductions of 112 positions and a pretax charge related to those reductions of $2.2 million . The related salary continuation payments began in the third quarter of 2017 and are expected to continue through the fourth quarter of 2018. During the third quarter of 2018, the Company identified reductions in staffing levels of 178 positions of which approximately 50% were at the New York Daily News. The Company took a pretax charge related to those reductions of $4.6 million . The related salary continuation payments began in the third quarter of 2018 and will continue until the third quarter of 2019. In addition to the initiatives mentioned above, the Company implemented additional reductions of 52 and 339 positions during the three and nine months ended September 30, 2018 , respectively, a nd recorded pretax charges related to these reductions of $3.5 million and $14.3 million , respectively. The Company implemented reductions of 60 and 162 positions during the three and nine months ended September 24, 2017 , respectively, and recorded pretax charges related to these reductions of $3.9 million and $6.8 million , respectively. A summary of the activity with respect to the Company’s severance accrual for the nine months ended September 30, 2018 is as follows (in thousands): Balance at December 31, 2017 $ 11,532 Provision 18,914 Payments (21,200 ) Balance at September 30, 2018 $ 9,246 Charges for severance and related expenses are included in compensation expense in the accompanying Consolidated Statements of Income (Loss) . In October, the truck drivers’ union of the New York Daily News ratified a new collective bargaining agreement with the Company that extended the existing agreement from 2021 to 2024 and relinquishes to NYDN the right of delivery of the remaining 60 single copy routes in New York City. The agreement allows for the separation of a total of 80 drivers with a minimum of 55 drivers at the outset. The remaining drivers separations will occur later in the term of the contract. In addition, the Company received other rights and reductions, including reduced dock manning, move to bi-weekly payroll and move to Company provided medical benefits. The severance cost related to this agreement will be a minimum of $10.4 million with at least $8.5 million to be incurred upon the initial separations in the fourth quarter of 2018. The Company expects to achieve savings derived from driver salaries, overtime, collection pay, medical contributions to the union welfare plan, worker’s comp, fleet expenses, insurance and other expenses, net of the third-party cost of single copy newspaper delivery. Lease Abandonment A summary of the activity with respect to the Company’s lease abandonment accrual for the nine months ended September 30, 2018 is as follows (in thousands): Balance at December 31, 2017 $ 3,127 Provision 33 Payments and other (2,095 ) Balance at September 30, 2018 $ 1,065 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 are no longer 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. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Transition Services Agreement with NantMedia Holdings, LLC In connection with the closing of the sale of the California Properties, the Company entered into a transition services agreement (“TSA”) with NantMedia Holdings, LLC (“NantMedia”), providing for up to twelve months of transition services between the parties at negotiated rates approximating cost. Either party may discontinue all or a portion of the services being provided to such party by providing 60 days advance notice. See Note 6 for additional information on the sale of the California Properties. As the operational transition continues, there are certain costs that the Company paid on behalf of NantMedia due to comingled contracts and processes. Such costs include newsprint, rent, payroll, benefits, and other operating activities. The TSA provides for reimbursement to the Company for such charges until the contracts and processes can be separated. Additionally, the Company receives some revenue payments related to comingled revenue contracts that include the California Properties. These payments are reimbursed to NantMedia. A summary of the activity with respect to the TSA for the three and nine months ended September 30, 2018 is as follows (in thousands): Three months ended September 30, 2018 Nine months ended September 30, 2018 Accounts receivable from NantMedia beginning balance $ 12,521 $ — Revenue for TSA services 8,618 9,799 Reimbursable costs 23,495 35,523 Amounts received for TSA services (5,189 ) (5,189 ) Amounts received for reimbursable costs (8,339 ) (8,339 ) Amounts paid under comingled revenue contracts 2,898 2,898 Amounts collected under comingled revenue contracts (5,093 ) (5,781 ) Accounts receivable from NantMedia balance as of September 30, 2018 (i) $ 28,911 $ 28,911 (i) The accounts receivable from NantMedia balance as of September 30, 2018 consists of $23.9 million of charges which have been billed and $5.0 million of charges which have not been billed. As of the filing date of this report all amounts billed and outstanding as of September 30, 2018 have been received from NantMedia. Merrick Consulting Agreement On December 20, 2017, the Company entered into a Consulting Agreement with Merrick Ventures LLC (“Merrick Ventures”) and solely for certain sections thereof, Michael W. Ferro, Jr. and Merrick Media, LLC (“Merrick Media”). Mr. Ferro is: (1) Chairman and Chief Executive Officer of Merrick Ventures and (2) the manager of Merrick Venture Management, LLC which is the sole manager of Merrick Media. At the time the agreement was signed, Mr. Ferro was also Chairman of Tribune’s Board of Directors and, together with Merrick Ventures and Merrick Media, a significant stockholder. The Consulting Agreement provided for the engagement of Merrick Ventures on a non-exclusive basis to provide certain management expertise and technical services for an annual fee of $5 million in cash, payable in advance on the first business day of each calendar year. The Consulting Agreement provided for a rolling three -year term, with the initial term continuing through December 31, 2020. The Company made the initial $5.0 million payment in early January 2018. During the term of the Consulting Agreement, Merrick Ventures and Mr. Ferro agreed to certain non-competition covenants relating to engaging in certain other daily printed newspaper businesses, subject to certain exceptions, and amended certain terms of the Securities Purchase Agreement by and among the Company, Merrick Media and Mr. Ferro. The Consulting Agreement also provided for termination of the Aircraft Dry Sublease Agreement described below, as of December 31, 2017 and after such time, Merrick Ventures and Mr. Ferro are responsible for all travel expenses (including private plane expenses) incurred by them in performance of their services for the Company, rather than the Company reimbursing them for such expenses. Such Aircraft Dry Sublease expenses totaled $3.0 million in fiscal 2017 and $2.7 million in fiscal 2016. On March 18, 2018, Mr. Ferro retired from the Company’s Board. As Mr. Ferro was no longer actively engaged in the business and the Company remained contractually committed for the future payments due under the Consulting Agreement, the Company recognized expense for the full $15.0 million due under the Consulting Agreement in outside services in the first quarter of 2018. In the second quarter of fiscal 2018, the Company amended the Consulting Agreement. The amendment reduced the total fees due under the Consulting Agreement by $2.5 million (from $15 million to $12.5 million ) and allows the Company to engage Merrick Ventures as its advisor, if it so chooses, but at no additional cost to the Company. If so engaged, the Company would indemnify Merrick Ventures if the Company requests it to meet with third parties. In June 2018, the Company paid the remaining $7.5 million in fees due under the amended Consulting Agreement in connection with the execution of the amendment. The Company recognized a credit of $2.5 million for the reduction in fees due under the Consulting Agreement in outside services in the second quarter of 2018. The non-compete covenants and amended Securities Purchase Agreement terms contained in the Consulting Agreement were not altered by the amendment and remain in place through December 31, 2020. In the second quarter of 2018, the Company agreed to pay $0.3 million in legal fees incurred by Mr. Ferro while conducting the Company’s business. Such legal fees were paid directly to the legal firms. Aircraft Dry Sublease During 2017, the Company was party to an Aircraft Dry Sublease Agreement with Merrick Ventures. Under the agreement, the Company subleased on a non-exclusive basis, a Bombardier aircraft leased by Merrick Ventures, which included the Company’s proportionate share of the insurance premiums and maintenance expenses and for charges attributable to the Company for the operation of the aircraft by the Company during the lease term. This lease was terminated effective December 31, 2017. During the three and nine months ended September 24, 2017 , the Company incurred $0.7 million and $2.0 million related to the aircraft sublease. For the three and nine months ended September 24, 2017 , the Company paid $0.6 million and $1.6 million , respectively, to Merrick Ventures and $0.1 million and $0.3 million , respectively, 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 suite and tickets were utilized in the Company’s sales and marketing efforts and for other corporate purposes. The aggregate cost of the suite and regular season tickets approximated $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. There are no further obligations to Merrick Ventures for these tickets. Nucleus Marketing Solutions, LLC In April 2016, Tribune, 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 30, 2018 , which is accounted for 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. The revenue recorded during the three and nine months ended September 30, 2018 was immaterial. |
ACQUISITIONS ACQUISITIONS
ACQUISITIONS ACQUISITIONS | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Virginian-Pilot On May 28, 2018, Tribune Publishing Company, LLC, a wholly-owned subsidiary of the Company, acquired Virginian-Pilot Media Companies, LLC (“Virginian-Pilot”), the owner of The Virginian-Pilot daily newspaper based in Norfolk, Virginia, pursuant to a Securities Purchase Agreement, entered into on the same date (the “ VP Purchase Agreement ”), by and among the Company, Virginian-Pilot and Landmark Media Enterprises, LLC (“Seller”). Upon the terms and subject to the conditions set forth in the VP Purchase Agreement , the Company acquired all of the issued and outstanding membership interests in Virginian-Pilot from Seller for a cash purchase price of $34.0 million , subject to a post-closing working capital adjustment (the “ VP Acquisition ”). Subsequent to September 30, 2018, the Company received a working capital adjustment of $0.1 million from the Seller. As part of the VP Acquisition , the Company also acquired Virginian-Pilot’s real estate portfolio (comprised of approximately 460,000 square feet), including its headquarters building in downtown Norfolk, its printing and distribution facilities in Virginia Beach and a number of satellite offices in Norfolk and North Carolina. The VP Purchase Agreement also contains representations, warranties, covenants, and indemnities of the parties thereto. The allocation of the purchase price presented below is based upon management’s preliminary estimates. The Company has engaged a valuation firm to assist with the valuation of the assets acquired and liabilities assumed, including property, plant and equipment and intangible assets. The preliminary allocation of the purchase price is as follows (in thousands): Consideration Cash consideration for acquisition $ 34,004 Total consideration $ 34,004 Allocated Fair Value of Acquired Assets and Assumed Liabilities Accounts receivable and other current assets 8,257 Property, plant and equipment 30,576 Mastheads 4,700 Accounts payable and other current liabilities (10,749 ) Other long term obligations (68 ) Total identifiable assets (liabilities), net 32,716 Goodwill 1,288 Total net assets acquired $ 34,004 The allocation of the purchase price is preliminary as of the filing of this report. The valuation of the property plant and equipment and intangible assets are not complete. The intangible assets currently being evaluated are mastheads, subscriber and advertiser relationships; however, the Company may identify additional intangible assets prior to finalizing the purchase price allocation. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including expected future cost and revenue synergies. The goodwill above is expected to be deductible for tax purposes pursuant to Internal Revenue Code Section 197. The results of operations of Virginian-Pilot and related goodwill have been included in the Consolidated Financial Statements beginning on the closing date of the acquisition and are primarily included in the results of the Company’s segment M. For the three and nine months ended September 30, 2018 , reported revenues from Virginian-Pilot were $15.6 million and $21.1 million , respectively, and reported operating expenses were $15.1 million and $20.2 million , respectively. The pro forma effect of the acquisition is not material to the Company’s Consolidated Financial Statements. BestReviews Acquisition Agreement On February 6, 2018, the Company acquired a 60% membership interest in BestReviews LLC (“BestReviews”), a company engaged in the business of testing, researching and reviewing consumer products, pursuant to an Acquisition Agreement, entered into on the same date (the “BestReviews Acquisition Agreement”), among the Company, BestReviews Inc., a Delaware corporation (“BR Parent”), BestReviews and the stockholders of Best Reviews Inc. Upon the terms and subject to the conditions set forth in the BestReviews Acquisition Agreement, the Company acquired 60% of BR Parent’s membership interest in BestReviews for a total purchase price of $68.3 million , consisting of $33.7 million in cash, less a post-closing working capital adjustment from the seller of $0.6 million , and $34.6 million in common stock of the Company (the “BR Acquisition”). The Company issued 1,913,438 shares of common stock in connection with the closing (the “Stock Consideration”). The Stock Consideration is subject to lock-up provisions that prohibit certain transfers of the shares and standstill provisions based upon the following schedule: 25% of the Stock Consideration ceased to be subject to the lockup provisions on the 6-month anniversary of the closing date of the BR Acquisition, an additional 50% of the Stock Consideration will cease to be subject to the lock-up provisions on the 9-month anniversary of the closing date of the BR Acquisition and an additional 25% of the Stock Consideration will cease to be subject to the lock-up provisions on the 12-month anniversary of the closing date of the BR Acquisition. The BestReviews Acquisition Agreement also contains representations, warranties, covenants, and indemnities of the parties thereto. Limited Liability Company Agreement In connection with the BR Acquisition, the Company and BR Parent also entered into an amended and restated limited liability company agreement of BestReviews (the “LLC Agreement”). Subject to the terms of the LLC Agreement, the Company currently has the right, which began six months after the closing of the BR Acquisition, to purchase all (but not less than all) of the remaining 40% of the membership interests of BestReviews (the “Call Option”) using, at the Company’s election, cash, shares of common stock of the Company, or a combination thereof, at a purchase price to be based on a pre-determined multiple of BestReviews’ trailing 12-month EBITDA, with such purchase price capped per the LLC Agreement if the Call Option is exercised prior to the third anniversary of the closing of the BR Acquisition. In addition, beginning six months after closing the BR Acquisition, the Company is entitled to exercise a one-time right to purchase 25% of the units of membership interest of BestReviews retained by BR Parent ( 10% of the issued and outstanding equity) with terms identical to those applicable to the Call Option. BR Parent also has the right, beginning three years after closing of the BR Acquisition, to cause the Company to purchase all (but not less than all) of the remaining 40% of the membership interests of BestReviews (the “Put Option”) using, at the Company’s election, cash, shares of common stock of the Company, or a combination thereof, at a purchase price to be determined in the same manner as if the Call Option was exercised. If the exercise of the Call Option or the Put Option requires that the Company seek stockholder approval prior to issuing common stock of the Company as consideration in connection with such exercise, and the Company does not obtain requisite stockholder approval, then BestReviews will initiate a sale process for disposition of a majority of the voting power interests of BestReviews or other disposition of all or substantially all of BestReviews’ assets. The LLC Agreement provides that BR Parent is entitled to certain registration rights under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Company’s common stock issued to BR Parent. The Company (1) was required to file a registration statement on Form S-3 (“Form S-3”) with the Securities and Exchange Commission (“SEC”) to register the resale of the Stock Consideration within 90 days following the closing date of the BR Acquisition, which filing was completed, and (2) the Company is required to file a Form S-3 with the SEC to register the resale of any shares of common stock of the Company issued in connection with an exercise of the Call Option or the Put Option within 60 days after the issuance of such shares. The LLC Agreement contains other terms and conditions, including transfer restrictions, tag-along and drag-along rights, and indemnification obligations. The allocation of the purchase price presented below is based upon management’s preliminary estimates. The Company has engaged a valuation firm to assist with the valuation of intangible assets and noncontrolling interest. The preliminary allocation of the purchase price is as follows (in thousands): Consideration Cash consideration for acquisition $ 33,085 Fair value of noncontrolling interest 40,900 Value of shares issued for acquisition 34,595 Total consideration 108,580 Allocated Fair Value of Acquired Assets and Assumed Liabilities Accounts receivable and other current assets 9,966 Property, plant and equipment 36 Intangible assets 12,540 Accounts payable and other current liabilities (993 ) Total identifiable assets (liabilities), net 21,549 Goodwill 87,031 Total net assets acquired $ 108,580 The allocation of the purchase price is preliminary as of the filing of this report. The valuation of the noncontrolling interest and intangible assets are not complete. The intangible assets currently being evaluated are trade names, proprietary technology and processes and certain relationships; however, the Company may identify additional intangible assets prior to finalizing the purchase price allocation. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including access to the Company’s subscriber base and non-contractual relationships, as well as expected future cost and revenue synergies. The entire amount of purchase price allocated to intangible assets and 60% of goodwill is expected to be deductible for tax purposes pursuant to Internal Revenue Code Section 197. The results of operations and related goodwill of BestReviews have been included in the Consolidated Financial Statements beginning on the closing date of the acquisition and are included in the results of the Company’s segment X. For the three and nine months ended September 30, 2018 , reported revenues from BestReviews were $4.5 million and $13.6 million , respectively, and reported operating expenses were $5.1 million and $12.4 million , respectively. The pro forma effect of the acquisitions is not material to the Company’s Consolidated Financial Statements. New York Daily News 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 and the assumption of certain liabilities, subject to a post-closing working capital adjustment. During the second quarter of 2018, the Company finalized the working capital calculation which resulted in an immaterial adjustment. During the third quarter of 2018, the final determination of the fair value of assets acquired and liabilities assumed has been completed. The final assigned values are presented in the table below (in thousands): Allocated Fair Value of Acquired Assets and Assumed Liabilities Cash acquired as part of the purchase $ 2,555 Accounts receivable and other current assets 17,703 Property, plant and equipment, including assets under capital leases 48,099 Mastheads 3,400 Other long-term assets 9,565 Accounts payable and other current liabilities (20,271 ) Pension and postemployment benefits liability (25,446 ) Workers compensation and auto insurance liability (25,116 ) Other long-term liabilities (10,489 ) Total net assets acquired $ — |
DISPOSITIONS AND DISCONTINUED O
DISPOSITIONS AND DISCONTINUED OPERATIONS (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITIONS AND DISCONTINUED OPERATIONS | DISPOSITIONS AND DISCONTINUED OPERATIONS California Properties On February 7, 2018, the Company entered into a Membership Interest Purchase Agreement (“MIPA”) by and between the Company and Nant Capital, LLC (“Nant Capital”) pursuant to which the Company agreed to sell the California Properties to Nant Capital for an aggregate purchase price of $500 million in cash, plus the assumption of unfunded pension liabilities related to the San Diego Pension Plan, subject to a customary post-closing working capital adjustment (the "Nant Transaction"). The Nant Transaction closed on June 18, 2018 and resulted in a pre-tax gain of $404.1 million . The operations of the California Properties were included in both the M and X segments. The sale of the California Properties represents a strategic shift that will have a major effect on our operations and financial results. As a result, and as discussed in Note 1, effective as of the date of the sale, the California Properties are reflected as discontinued operations on the consolidated balance sheets in accordance with ASC 360 and the results of operations of the California Properties are presented as discontinued operations in the statements of income in accordance with ASC 205-20 for all periods presented. Dr. Patrick Soon-Shiong, a former director of the Company, together with Nant Capital, beneficially own 8,743,619 shares of Tribune common stock, which represented 24.6% of the outstanding shares of Tribune common stock as of September 30, 2018 . The sale price also resulted in full realization of recorded asset values indicating no impairment incurred prior to the sale. Nant Works, LLC In connection with the private placement with Nant Capital in the second quarter of 2016, the Company entered into a term sheet with NantWorks, LLC pursuant to which the Company would receive access to certain patents as well as studio space in exchange for the Company issuing to NantStudio, LLC 333,333 shares of common stock and entering into a revenue sharing arrangement. With the completion of the Nant Transaction, the term sheet was terminated. CIPS Marketing Group Inc. The California Properties utilize 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 the Company’s sale of its 50% interest in CIPS in July 2017, the investment was recorded as an equity investment, therefore income and expense recognized related to the marketing efforts are related party transactions. During the three and nine months ended September 24, 2017 , the Company recorded $0.1 million and $0.6 million in revenue, respectively, from CIPS and $0.4 million and $4.2 million , respectively, in other operating expenses related to such marketing services. The CIPS revenue and marketing services expenses are included in discontinued operations. forsalebyowner.com On May 23, 2018, the Company sold substantially all of the assets of forsalebyowner.com in an asset sale for $2.5 million , less a post closing working capital payment to the buyer of $0.1 million , plus an advertising sales commitment of $4.5 million over a term of two years. The forsalebyowner.com balances are reflected as related to discontinued operations on the consolidated balance sheets for all periods presented and the results of operations are included in discontinued operations for all periods presented. In prior filings, forsalebyowner.com was part of segment X. Discontinued Operations Earnings from discontinued operations through the respective transaction dates, included in the Consolidated Statements of Income (Loss) are comprised of the following (in thousands): Three months ended Nine months ended September 30, 2018 September 24, 2017 September 30, 2018 September 24, 2017 Operating revenues $ 11 $ 116,936 $ 211,511 $ 369,433 Operating expenses: Compensation 3 37,977 58,839 109,245 Newsprint and ink 3 7,968 14,376 25,914 Outside services 57 32,536 61,711 100,705 Other operating expenses 474 28,284 57,224 93,685 Depreciation and amortization — 2,032 3,530 6,890 Total operating expenses 537 108,797 195,680 336,439 Income from operations (526 ) 8,139 15,831 32,994 Gain (loss) on sale (3,151 ) — 406,183 — Interest expense, net — (34 ) (52 ) (115 ) Gain on equity investments, net — 5,396 — 5,745 Other income, net — 150 1,338 239 Income tax (expense) benefit 91 1,050 (132,635 ) (7,965 ) Income (loss) from discontinued operations, net of tax $ (3,586 ) $ 14,701 $ 290,665 $ 30,898 Discontinued operations by segment are presented below (in thousands): Three months ended Nine months ended September 30, 2018 September 24, 2017 September 30, 2018 September 24, 2017 Operating revenues M $ (25 ) $ 99,058 $ 185,811 $ 314,206 X 36 17,806 25,638 55,080 Corporate and eliminations — 72 62 147 $ 11 $ 116,936 $ 211,511 $ 369,433 Income (loss) from Operations M $ (350 ) $ 3,278 $ 9,997 $ 18,248 X (171 ) 4,948 5,795 14,850 Corporate and eliminations (5 ) (87 ) 39 (104 ) $ (526 ) $ 8,139 $ 15,831 $ 32,994 Depreciation and amortization M $ — $ 1,967 $ 3,426 $ 6,698 X — 65 104 192 $ — $ 2,032 $ 3,530 $ 6,890 The following table presents the aggregate carrying amounts of assets and liabilities related to discontinued operations in the Consolidated Balance Sheets (in thousands): September 30, 2018 December 31, 2017 Carrying amount of assets related to discontinued operations: Accounts receivable, (net of allowances of $0 and $7,388) $ — $ 51,200 All other current assets — 10,578 Goodwill — 73,207 Intangibles — 60,181 Property, plant and equipment, net — 14,635 Deferred income taxes — 28,787 All other long term assets — 437 Total assets related to discontinued operations $ — $ 239,025 Carrying amount of liabilities associated with discontinued operations: Accounts payable and employee compensation and benefits $ — $ 27,140 Deferred revenue — 26,362 Other current liabilities — 5,487 Pensions and postretirement benefits payable — 90,155 Insurance — 12,271 Income Tax Payable 51,380 — All other long term liabilities — 13,750 Total liabilities associated with discontinued operations $ 51,380 $ 175,165 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following (in thousands): As of September 30, 2018 December 31, 2017 Newsprint $ 11,122 $ 7,072 Supplies and other 280 340 Total inventories $ 11,402 $ 7,412 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. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and other intangible assets at September 30, 2018 and December 31, 2017 , excluding assets related to discontinued operations, consisted of the following (in thousands): September 30, 2018 December 31, 2017 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) $ 7,312 $ (4,466 ) $ 2,846 $ 7,312 $ (3,762 ) $ 3,550 Advertiser relationships (useful life of 2 to 13 years) 26,348 (11,799 ) 14,549 26,348 (10,013 ) 16,335 Tradenames (useful life of 20 years) 15,100 (3,159 ) 11,941 15,100 (2,583 ) 12,517 Other (useful life of 1 to 20 years) 17,741 (2,519 ) 15,222 5,379 (2,243 ) 3,136 Total intangible assets subject to amortization $ 66,501 $ (21,943 ) 44,558 $ 54,139 $ (18,601 ) 35,538 Software (useful life of 2 to 10 years) $ 135,808 $ (106,293 ) 29,515 $ 129,795 $ (89,095 ) 40,700 Goodwill and other intangible assets not subject to amortization: Goodwill 134,747 48,700 Newspaper mastheads 34,825 29,458 Total goodwill and other intangible assets $ 243,645 $ 154,396 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT During the second quarter of 2018, the Company used a portion of the proceeds received from the Nant Transaction to repay all the amounts outstanding under the Senior Term Facility and terminated the Senior ABL Facility. Senior Term Facility On June 21, 2018, the Company repaid the outstanding principal balance of $348.0 million under its credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto and terminated the agreement. As a result of the early extinguishment of debt, the Company incurred a $7.7 million loss related to expensing the remaining balance of original issue discount and debt origination fees. Senior ABL Facility On June 21, 2018, the Company terminated the Senior ABL Facility. As a result of the Senior ABL Facility termination, the Company established restricted cash to collateralize outstanding letters of credit previously secured by the Senior ABL Facility. At September 30, 2018, the balance of such restricted cash was $43.9 million . Capital Leases The Company has capital leases on land and technology licenses. The total balance outstanding as of September 30, 2018 for capital leases was $7.2 million , of which $0.4 million is in short-term debt. The total balance as of December 31, 2017 for capital leases was $7.5 million , of which $0.4 million is in short-term debt. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the three and nine months ended September 30, 2018 , the Company recorded income tax benefit related to continuing operations of $5.8 million and $8.7 million , respectively. The effective tax rate on pretax income from continuing operations was 90% and 16.6% in the three and nine months ended September 30, 2018 , respectively. For the three months ended September 30, 2018 , the rate differs from the U.S. federal statutory rate of 21% primarily due to a year-to-date true-up that increased the income tax benefit for the quarter by $4.3 million as a result of changes to the estimated annual tax provision. The rate also differs due to state income taxes, net of federal benefit, and nondeductible expenses. For the nine months ended September 30, 2018 , the rate differs from the U.S. federal statutory rate of 21% primarily due to state income taxes, net of federal benefit, and nondeductible expenses. In the case of a pretax loss, the unfavorable permanent differences, such as non-deductible meals and entertainment expense, have the effect of decreasing the tax benefit which, in turn, decreases the effective tax rate. Also, in periods in which income (loss) before income taxes is close to break-even, permanent differences and changes in estimate tend have a greater impact on the effective tax rate. For the three and nine months ended September 24, 2017 , the Company recorded income tax expense of $3.7 million and $1.6 million , respectively. The effective tax rate on pretax income from continuing operations was (41.3%) and (6.9%) in the three and nine months ended September 24, 2017 , respectively. For the three and nine months ended September 24, 2017 , the rate differs from the U.S. federal statutory rate of 35% primarily because the $6.0 million premium on stock buyback is a non-deductible 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. In the case of a pretax loss, the unfavorable permanent differences, such as non-deductible meals and entertainment expense, have the effect of decreasing the tax benefit which, in turn, decreases the effective tax rate. In the fourth quarter of 2017, the Company recorded an additional tax expense of $10.8 million , which represented the Company’s provisional estimate of the impact of the enactment of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The Company has recorded an additional $0.2 million of expense in the quarter ending September 30, 2018 , to bring the total expense to $11.0 million . The expense was based on currently available information and interpretations, which are continuing to evolve. As a result, the expense is considered provisional. The Company continues to analyze additional information and guidance related to the Tax Act as supplemental legislation, regulatory guidance, or evolving technical interpretations become available, which could result in additional adjustments in future periods. Final calculations will be completed within the one-year measurement period ending December 22, 2018, as required under the rules issued by the SEC. |
PENSION AND OTHER POSTRETIREMEN
PENSION AND OTHER POSTRETIREMENT BENEFITS | 9 Months Ended |
Sep. 30, 2018 | |
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 was formerly the sponsor of the San Diego Union-Tribune, LLC Retirement Plan (the “San Diego Pension Plan”), which was divested in June 2018 as part of the Nant Transaction. The Company contributed $5.7 million to the San Diego Pension Plan during fiscal 2018 prior to the divestiture. Expenses related to the San Diego Pension Plan are included in discontinued operations. The Company is the sponsor of a single-employer defined benefit plan, the Daily News Retirement Plan (the “NYDN Pension Plan”). The NYDN Pension Plan provides benefits to certain current and former employees of the New York Daily News . As of March 31, 2018, future benefits under the NYDN Pension Plan were frozen and no new participants are permitted after that time. The Company contributed $3.4 million to the NYDN Pension Plan in the nine months ended September 30, 2018 . The Company expects to contribute $0.5 million to the NYDN Pension Plan during the remainder of 2018. The components of net periodic benefit for the NYDN Pension Plan are as follows (in thousands): Three Months Ended Nine Months Ended Affected Line Items in the Consolidated Statements of Income (Loss) September 30, 2018 September 24, 2017 September 30, 2018 September 24, 2017 Service cost $ — $ — $ 72 $ — Compensation Interest cost 818 — 2,454 — Other income, net Expected return on assets (1,167 ) — (3,500 ) — Other income, net Net periodic benefit $ (349 ) $ — $ (974 ) $ — 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 Affected Line Items in the Consolidated Statements of Income (Loss) September 30, 2018 September 24, 2017 September 30, 2018 September 24, 2017 Service cost $ 3 $ 3 $ 10 $ 9 Compensation Interest cost 9 55 26 165 Other income, net Amortization of prior service credits (2,634 ) (291 ) (7,901 ) (875 ) Other income, net Amortization of actuarial gains (658 ) (47 ) (1,973 ) (140 ) Other income, net Net periodic benefit $ (3,280 ) $ (280 ) $ (9,838 ) $ (841 ) |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | NONCONTROLLING INTEREST Noncontrolling interest represents the 40% membership interest in BestReviews not owned by the Company and is presented between liabilities and stockholders’ equity within the Company’s consolidated balance sheet because the Put Option described in Note 5 could, upon exercise, require the Company, under certain circumstances, to pay cash to purchase the noncontrolling interest. Each quarter, the carrying value of noncontrolling interest is adjusted to the amount the Company would be required to pay the noncontrolling interest holders as if the Put Option had been exercised as of the balance sheet date, with an offsetting adjustment to stockholders’ equity. Adjustments to increase (decrease) the carrying value of noncontrolling interest also reduce (increase) the amount of net income or loss attributable to Tribune common stockholders for purposes of determining both basic and diluted earnings per share. In the three months ended September 30, 2018, BestReviews declared a $5.0 million dividend to its shareholders. The Company’s portion of this dividend was $3.0 million and the noncontrolling shareholders’ portion was $2.0 million . A summary of the activity with respect to non-controlling interest for the nine months ended September 30, 2018 is as follows (in thousands): Balance at December 31, 2017 $ — Acquisition of BestReviews 40,900 Income attributable to noncontrolling interest 471 Dividends paid to noncontrolling interest $ (2,000 ) Balance at September 30, 2018 $ 39,371 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per common share is calculated by dividing net income attributable to Tribune common stockholders by the weighted average number of shares of common stock outstanding. Diluted earnings per common share is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of common shares under equity-based compensation plans, except where the inclusion of such common shares would have an anti-dilutive impact. In accordance with ASC 260-10-55, net loss from continuing operations is the control number in determining whether potential common shares are dilutive. Since there is loss from continuing operations, all potential common shares are considered anti-dilutive. For the three and nine months ended September 30, 2018 and September 24, 2017 , basic and diluted earnings per common share were as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, 2018 September 24, 2017 September 30, 2018 September 24, 2017 Income (Loss) - Numerator: Loss from continuing operations $ (649 ) $ (12,645 ) $ (43,821 ) $ (24,990 ) Less: Net income (loss) from continuing operations attributable to noncontrolling interest (239 ) — 471 — Loss available to common shareholders, before discontinued operations (410 ) (12,645 ) (44,292 ) (24,990 ) Income (loss) from discontinued operations (3,586 ) 14,701 290,665 30,898 Net income (loss) available to Tribune stockholders $ (3,996 ) $ 2,056 $ 246,373 $ 5,908 Shares - Denominator: Weighted average number of common shares outstanding (basic) 35,409 33,242 35,166 34,124 Dilutive effect of employee stock options and RSUs — — — — Adjusted weighted average shares outstanding (diluted) 35,409 33,242 35,166 34,124 Net income (loss) attributable to Tribune per common share: Continuing operations $ (0.01 ) $ (0.38 ) $ (1.26 ) $ (0.73 ) Discontinued operations (0.10 ) 0.44 8.27 0.90 Net income (loss) per common share $ (0.11 ) $ 0.06 $ 7.01 $ 0.17 Diluted income (loss) per common share: Continuing operations $ (0.01 ) $ (0.38 ) $ (1.26 ) $ (0.73 ) Discontinued operations (0.10 ) 0.44 8.27 0.90 Net income (loss) per common share-diluted $ (0.11 ) $ 0.06 $ 7.01 $ 0.17 The number of stock options that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts was 924,887 for both the three and nine months ended September 30, 2018 , 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 911,857 for both 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 1,437,363 for both the three and nine months ended September 30, 2018 , 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 1,884,602 for both the three and nine months ended September 24, 2017 , respectively. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Stock Repurchases 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 . The purchase agreement contained 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). 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 at the time the agreement was signed. The Amendment increased from 25% to 30% the maximum percentage of the Company’s outstanding shares of common stock that Merrick Media and its affiliates may acquire. This restriction expires on the later of February 4, 2019 or 30 days after the consulting agreement with Merrick Ventures is terminated. 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 9,071,529 shares of Tribune common stock, which represented 25.6% of Tribune common stock as of September 30, 2018 . On April 13, 2018, Mr. Ferro, Merrick Media, LLC and Merrick Ventures Management, LLC entered into an agreement to sell all of their shares in the Company to an unrelated third party. This agreement was subsequently canceled during the second fiscal quarter of 2018. 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 Tribune common stock, which represented 24.6% of the outstanding shares of Tribune common stock as of September 30, 2018 . California Capital Equity, LLC (“CalCap”) directly owns all of the equity interests of Nant Capital, and CalCap may be deemed to have beneficial ownership of the shares held by Nant Capital. Dr. Soon-Shiong directly owns all of the equity interests of CalCap and may be deemed to beneficially own, and share voting power and investment power with Nant Capital over all shares of Tribune common stock beneficially owned by Nant Capital. Under the Securities Purchase Agreement dated May 22, 2016, among the Company, Nant Capital and Dr. Patrick Soon-Shiong (“Nant Purchase Agreement”), Nant Capital and Dr. Soon-Shiong and their respective affiliates are prohibited, 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. This prohibition expires on June 1, 2019. The Nant Purchase Agreement also includes covenants perpetually prohibiting the transfer of shares of the Company’s common stock if the transfer would result in a person beneficially owning more than 4.9% of the Company’s then-outstanding shares of common stock following the transfer, as well as transfers to a material competitor of the Company in any of the Company’s then-existing primary geographical markets. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 9 Months Ended |
Sep. 30, 2018 | |
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 31, 2017 $ (31 ) $ 9,932 $ (23,428 ) $ (13,527 ) Amounts reclassified from AOCI — (7,128 ) — (7,128 ) Foreign currency translation adjustments (11 ) — — (11 ) AOCI recognized in discontinued operations — — 25,397 25,397 Balance at September 30, 2018 $ (42 ) $ 2,804 $ 1,969 $ 4,731 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 30, 2018 and September 24, 2017 (in thousands): Three Months Ended Nine months ended September 30, 2018 September 24, 2017 September 30, 2018 September 24, 2017 Affected Line Items in the Consolidated Statements of Income (Loss) Accumulated Other Comprehensive Income (Loss) Components Pension and postretirement benefit adjustments: Amortization of prior service credits $ (2,634 ) $ (291 ) $ (7,901 ) $ (875 ) Other income, net Amortization of actuarial gains (658 ) (47 ) (1,973 ) (140 ) Other income, net Total before taxes (3,292 ) (338 ) (9,874 ) (1,015 ) Tax effect (916 ) (134 ) (2,746 ) (401 ) Income tax expense (benefit) Total reclassifications for the period $ (2,376 ) $ (204 ) $ (7,128 ) $ (614 ) |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
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. Tribune Company Bankruptcy On December 31, 2012, Tribune Media Company, formerly Tribune Company (“TCO”) and 110 of its direct and indirect wholly-owned subsidiaries that had filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware on December 8, 2008 (or on October 12, 2009, in the case of Tribune CNLBC, LLC) (collectively, the “Debtors”) emerged from Chapter 11. Certain of the legal entities included in the Consolidated Financial Statements of Tribune were Debtors or, as a result of the restructuring transactions undertaken at the time of the Debtors’ emergence, are successor legal entities to legal entities that were Debtors (“Tribune Debtors”). Notices of appeal of the Bankruptcy Court’s order confirming the Plan (the “Confirmation Order”) were filed by (i) Aurelius Capital Management L.P. on behalf of its managed entities that were holders of TCO’s senior notes and Exchangeable Subordinated Debentures due 2029 (“PHONES”), (ii) Law Debenture Trust Company of New York (n/k/a Delaware Trust Company (“Delaware Trust Company”) and Deutsche Bank Trust Company Americas (“Deutsche Bank”), each successor trustees under the respective indentures for TCO’s senior notes; (iii) Wilmington Trust Company, as successor indenture trustee for the PHONES, and (iv) EGI-TRB, L.L.C., a Delaware limited liability company wholly-owned by Sam Investment Trust (a trust established for the benefit of Samuel Zell and his family) (the “Zell Entity”). The appellants sought, among other relief, to overturn the Confirmation Order and certain prior orders of the Bankruptcy Court embodied in the Plan, including the settlement of certain claims and causes of action related to a series of transactions consummated by TCO, the TCO employee stock ownership plan, the Zell Entity and Samuel Zell in 2007. Each of the Confirmation Order appeals have been dismissed or otherwise resolved by a final order, with the exception of the appeals of Delaware Trust Company and Deutsche Bank. On July 30, 2018, the United States District Court for the District of Delaware (the “District Court”) entered an order affirming (i) the Bankruptcy Court’s judgment overruling Delaware Trust Company’s and Deutsche Bank’s objections to confirmation of the Plan and (ii) the Bankruptcy Court’s order confirming the Plan. Delaware Trust Company and Deutsche Bank appealed the District Court’s order to the United States Court of Appeals for the Third Circuit (the “Third Circuit”) on August 27, 2018. That appeal remains pending before the Third Circuit. There is no stay of the Confirmation Order in place pending resolution of the confirmation related appeals. The Bankruptcy Court has entered final decrees collectively closing 106 of the Debtors’ Chapter 11 cases, including the last one of the Tribune Debtors’ cases. The remaining Chapter 11 cases relate to Debtors and successor legal entities that are subsidiaries of TCO. These cases have not yet been closed by the Bankruptcy Court, and certain claims asserted against various of the Debtors (including certain of the Tribune Debtors) in the Chapter 11 cases remain unresolved. The remaining Chapter 11 cases continue to be administered under the caption “In re: Tribune Media Company, et al.,” Case No 08-13141. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2018 | |
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 segment M and segment X. Segment M 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. Segment X includes the Company’s digital revenues and related digital expenses from local Tribune websites, third party websites, mobile applications, digital only subscriptions, TCA, and BestReviews. The Company determined that the disposition of the California Properties and forsalebyowner.com did not result in changes to the Company’s segments. 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. As discussed in Note 2 , the Company adopted ASU 2014-09, Topic 606, Revenue from Contracts with Customers effective January 1, 2018, using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results of operations for periods after January 1, 2018 reflect the changes under ASU 2014-09. Results of operations for periods before January 1, 2018, continue to be reported under guidance in effect at that time. Disaggregated operating revenues and income (loss) from continuing operations by operating segment for the three months ended September 30, 2018 and September 24, 2017 , respectively, were as follows for the periods indicated (in thousands): Three Months Ended M X Corporate and Eliminations Consolidated (Print) (Digital) Sept 30, 2018 Sept 24, 2017 Sept 30, 2018 Sept 24, 2017 Sept 30, 2018 Sept 24, 2017 Sept 30, 2018 Sept 24, 2017 Advertising $ 83,990 $ 85,051 $ 25,748 $ 30,523 $ 40 $ (25 ) $ 109,778 $ 115,549 Circulation 87,644 76,620 — — (6 ) — 87,638 76,620 Commercial print and delivery 24,445 24,283 — — — — 24,445 24,283 Direct mail 8,608 9,653 — — — — 8,608 9,653 Content syndication and other 2,698 2,589 15,329 8,215 7,274 (754 ) 25,301 10,050 Other 35,751 36,525 15,329 8,215 7,274 (754 ) 58,354 43,986 Operating revenues 207,385 198,196 41,077 38,738 7,308 (779 ) 255,770 236,155 Operating expenses 210,640 187,001 37,380 38,247 17,743 13,028 265,763 238,276 Income (loss) from operations $ (3,255 ) $ 11,195 $ 3,697 $ 491 $ (10,435 ) $ (13,807 ) (9,993 ) (2,121 ) Interest expense 303 (6,510 ) Loss on early extinguishment of debt — — Loss on investments, net (434 ) (403 ) Other income, net 3,640 86 Loss from continuing operations before income taxes $ (6,484 ) $ (8,948 ) Depreciation and amortization $ 4,151 $ 4,035 $ 4,274 $ 4,059 $ 3,754 $ 4,030 $ 12,179 $ 12,124 Disaggregated operating revenues and income (loss) from continuing operations by operating segment for the nine months ended September 30, 2018 and September 24, 2017 , respectively, were as follows for the periods indicated (in thousands): Nine Months Ended M X Corporate and Eliminations Consolidated (Print) (Digital) Sept 30, 2018 Sept 24, 2017 Sept 30, 2018 Sept 24, 2017 Sept 30, 2018 Sept 24, 2017 Sept 30, 2018 Sept 24, 2017 Advertising $ 254,532 $ 269,135 $ 71,785 $ 91,016 $ 40 $ (156 ) $ 326,357 $ 359,995 Circulation 260,886 225,631 — — (6 ) — 260,880 225,631 Commercial print and delivery 77,234 75,456 — — — — 77,234 75,456 Direct mail 24,236 27,453 — — — — 24,236 27,453 Content syndication and other 7,005 9,322 44,404 24,129 7,057 (2,421 ) 58,466 31,030 Other 108,475 112,231 44,404 24,129 7,057 (2,421 ) 159,936 133,939 Operating revenues 623,893 606,997 116,189 115,145 7,091 (2,577 ) 747,173 719,565 Operating expenses 619,461 570,052 109,548 112,002 60,480 34,177 789,489 716,231 Income (loss) from operations $ 4,432 $ 36,945 $ 6,641 $ 3,143 $ (53,389 ) $ (36,754 ) (42,316 ) 3,334 Interest expense (11,673 ) (19,310 ) Loss on early extinguishment of debt (7,666 ) — Premium on stock buyback — (6,031 ) Loss on investments, net (1,828 ) (2,024 ) Other income, net 10,943 653 Loss from continuing operations before income taxes $ (52,540 ) $ (23,378 ) Depreciation and amortization $ 12,113 $ 12,600 $ 13,328 $ 10,748 $ 12,126 $ 11,757 $ 37,567 $ 35,105 The operating revenues and operating results from continuing operations presented above 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. 30, 2018 | |
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 30, 2018 September 24, 2017 Cash paid during the period for: Interest $ 10,489 $ 17,063 Income taxes, net of refunds 3,405 142 Non-cash items in investing activities: Additions to property plant and equipment under capital leases — (890 ) Non-cash items in financing activities: Issuance of stock from treasury for acquisition 34,595 — New capital leases — 890 The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported within the Consolidated Condensed Balance Sheet that sum to the cash, cash equivalents and restricted cash as reported in the Consolidated Statement of Cash Flows (in thousands): As of September 30, 2018 December 31, 2017 Cash and cash equivalents $ 97,582 $ 185,351 Restricted cash included in other assets 43,947 — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 141,529 $ 185,351 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
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 2018 ends on December 30, 2018 and fiscal year 2017 ended on December 31, 2017. Fiscal year 2018 is a 52-week year with 13 weeks in each quarter. Fiscal year 2017 was a 53-week year with 13 weeks in the first through third quarters and 14 weeks in the fourth 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 Tribune as of September 30, 2018 and December 31, 2017 and the results of operations for the three and nine months ended September 30, 2018 and September 24, 2017 , respectively, and the cash flows for the nine months ended September 30, 2018 and September 24, 2017 , respectively. This includes all normal and recurring adjustments and elimination of intercompany transactions. Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The year-end Consolidated Balance Sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. Effective as of the sale dates, the operations of the California Properties and forsalebyowner.com qualify as discontinued operations. Accordingly, operations for all periods presented have been reflected as discontinued operations in the accompanying Consolidated Statements of Income (Loss) and Consolidated Statements of Cash Flows. Additionally, assets and liabilities related to the divested properties are classified as such in all prior periods in the Consolidated Condensed Balance Sheets. Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate to continuing operations and exclude all discontinued operations including the California Properties and forsalebyowner.com. The Company assesses its operating segments in accordance with ASC Topic 280, “Segment Reporting.” Subsequent to the Company’s name change, Tribune renamed its existing segments to M and X. The Company is managed by its chief operating decision maker, as defined by ASC Topic 280, in two reportable segments, M and X. Segment M 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. Segment X includes the Company’s digital revenues and related digital expenses from local Tribune websites, third party websites, mobile applications, digital-only subscriptions, BestReviews and Tribune Content Agency (“TCA”). |
New Accounting Standards | New Accounting Standards —In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Subtopic 350-40, Intangibles-Goodwill and Other-Internal-Use Software; Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The ASU can be applied either retrospectively or prospectively. The ASU is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The Company is currently evaluating how the adoption of this standard will impact the Company’s consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Topic 220, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The ASU amends ASC 220, Income Statement — Reporting Comprehensive Income, to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” In addition, under the ASU, an entity will be required to provide certain disclosures regarding stranded tax effects. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating how the adoption of this standard will impact the Company’s consolidated financial statements. In March 2017, the FASB issued 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. The Company adopted the standard on January 1, 2018 and has applied the standard on a retrospective basis. Accordingly, prior period amounts have been adjusted. Adoption of the standard had no effect on the Company’s overall results of operations. The disclosures required by the standard can be found in Note 11 . 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 thereby 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, 2019 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 adopted the standard effective January 1, 2018 and will apply the standard to acquisitions or dispositions after that date. 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. The guidance is required to be applied on a retrospective basis. The Company adopted the standard effective January 1, 2018. The adoption had no retrospective effect on the Company’s consolidated financial statements as the Company had no restricted cash during 2017 or the first quarter of 2018. However, beginning in the second quarter of 2018, the Company has restricted cash and the restricted cash balances are included in the beginning and ending cash balances in the statements of cash flows and Note 18 provides a reconciliation between cash balances presented on the balance sheets with the amounts presented in the statements of cash flows. 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. The guidance is required to be applied on a retrospective basis. The Company adopted the standard effective January 1, 2018. The adoption had no effect on the Company’s consolidated 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. The Company expects to adopt this standard in the first quarter of 2019 using the transition option whereby companies may initially apply the new standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company has initiated efforts to assess the impact of this new standard on the Company’s future reported results and operating and accounting processes and systems. The Company expects to elect the practical expedients which allow the Company to forgo reassessing whether existing contracts are or contain leases, forgo reassessing the classification of existing leases and forgo reassessing initial direct costs of existing leases at the initial application date. The Company has not finalized its assessment, but believes the adoption of the new standard will have a material impact on its consolidated balance sheets primarily due to the recognition of right-of-use assets and lease liabilities for its capital lease obligations. The Company does not expect the adoption of the new standard to have a material impact on its consolidated statements of operations or cash flows. 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. On January 1, 2018, the Company adopted ASU 2014-09 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results of operations for periods after January 1, 2018 reflect the changes under ASU 2014-09. Results of operations for periods before January 1, 2018, continue to be reported under guidance in effect at that time. The adoption did not have a material effect on the Company’s consolidated financial statements. |
Revenue Recognition | Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for goods or services. Revenues are recognized as performance obligations that are satisfied at either a point in time, such as when an advertisement is published, or over time, such as content licensing. |
CHANGES IN OPERATIONS (Tables)
CHANGES IN OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Summary of lease abandonment accrual activity | A summary of the activity with respect to the Company’s severance accrual for the nine months ended September 30, 2018 is as follows (in thousands): Balance at December 31, 2017 $ 11,532 Provision 18,914 Payments (21,200 ) Balance at September 30, 2018 $ 9,246 A summary of the activity with respect to the Company’s lease abandonment accrual for the nine months ended September 30, 2018 is as follows (in thousands): Balance at December 31, 2017 $ 3,127 Provision 33 Payments and other (2,095 ) Balance at September 30, 2018 $ 1,065 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | A summary of the activity with respect to the TSA for the three and nine months ended September 30, 2018 is as follows (in thousands): Three months ended September 30, 2018 Nine months ended September 30, 2018 Accounts receivable from NantMedia beginning balance $ 12,521 $ — Revenue for TSA services 8,618 9,799 Reimbursable costs 23,495 35,523 Amounts received for TSA services (5,189 ) (5,189 ) Amounts received for reimbursable costs (8,339 ) (8,339 ) Amounts paid under comingled revenue contracts 2,898 2,898 Amounts collected under comingled revenue contracts (5,093 ) (5,781 ) Accounts receivable from NantMedia balance as of September 30, 2018 (i) $ 28,911 $ 28,911 (i) The accounts receivable from NantMedia balance as of September 30, 2018 consists of $23.9 million of charges which have been billed and $5.0 million of charges which have not been billed. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition | The preliminary allocation of the purchase price is as follows (in thousands): Consideration Cash consideration for acquisition $ 34,004 Total consideration $ 34,004 Allocated Fair Value of Acquired Assets and Assumed Liabilities Accounts receivable and other current assets 8,257 Property, plant and equipment 30,576 Mastheads 4,700 Accounts payable and other current liabilities (10,749 ) Other long term obligations (68 ) Total identifiable assets (liabilities), net 32,716 Goodwill 1,288 Total net assets acquired $ 34,004 The allocation of the purchase price presented below is based upon management’s preliminary estimates. The Company has engaged a valuation firm to assist with the valuation of intangible assets and noncontrolling interest. The preliminary allocation of the purchase price is as follows (in thousands): Consideration Cash consideration for acquisition $ 33,085 Fair value of noncontrolling interest 40,900 Value of shares issued for acquisition 34,595 Total consideration 108,580 Allocated Fair Value of Acquired Assets and Assumed Liabilities Accounts receivable and other current assets 9,966 Property, plant and equipment 36 Intangible assets 12,540 Accounts payable and other current liabilities (993 ) Total identifiable assets (liabilities), net 21,549 Goodwill 87,031 Total net assets acquired $ 108,580 Allocated Fair Value of Acquired Assets and Assumed Liabilities Cash acquired as part of the purchase $ 2,555 Accounts receivable and other current assets 17,703 Property, plant and equipment, including assets under capital leases 48,099 Mastheads 3,400 Other long-term assets 9,565 Accounts payable and other current liabilities (20,271 ) Pension and postemployment benefits liability (25,446 ) Workers compensation and auto insurance liability (25,116 ) Other long-term liabilities (10,489 ) Total net assets acquired $ — |
DISPOSITIONS AND DISCONTINUED_2
DISPOSITIONS AND DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations by Segment | Earnings from discontinued operations through the respective transaction dates, included in the Consolidated Statements of Income (Loss) are comprised of the following (in thousands): Three months ended Nine months ended September 30, 2018 September 24, 2017 September 30, 2018 September 24, 2017 Operating revenues $ 11 $ 116,936 $ 211,511 $ 369,433 Operating expenses: Compensation 3 37,977 58,839 109,245 Newsprint and ink 3 7,968 14,376 25,914 Outside services 57 32,536 61,711 100,705 Other operating expenses 474 28,284 57,224 93,685 Depreciation and amortization — 2,032 3,530 6,890 Total operating expenses 537 108,797 195,680 336,439 Income from operations (526 ) 8,139 15,831 32,994 Gain (loss) on sale (3,151 ) — 406,183 — Interest expense, net — (34 ) (52 ) (115 ) Gain on equity investments, net — 5,396 — 5,745 Other income, net — 150 1,338 239 Income tax (expense) benefit 91 1,050 (132,635 ) (7,965 ) Income (loss) from discontinued operations, net of tax $ (3,586 ) $ 14,701 $ 290,665 $ 30,898 Discontinued operations by segment are presented below (in thousands): Three months ended Nine months ended September 30, 2018 September 24, 2017 September 30, 2018 September 24, 2017 Operating revenues M $ (25 ) $ 99,058 $ 185,811 $ 314,206 X 36 17,806 25,638 55,080 Corporate and eliminations — 72 62 147 $ 11 $ 116,936 $ 211,511 $ 369,433 Income (loss) from Operations M $ (350 ) $ 3,278 $ 9,997 $ 18,248 X (171 ) 4,948 5,795 14,850 Corporate and eliminations (5 ) (87 ) 39 (104 ) $ (526 ) $ 8,139 $ 15,831 $ 32,994 Depreciation and amortization M $ — $ 1,967 $ 3,426 $ 6,698 X — 65 104 192 $ — $ 2,032 $ 3,530 $ 6,890 |
Aggregate Carrying Amounts of Assets and Liabilities Held for Sale | The following table presents the aggregate carrying amounts of assets and liabilities related to discontinued operations in the Consolidated Balance Sheets (in thousands): September 30, 2018 December 31, 2017 Carrying amount of assets related to discontinued operations: Accounts receivable, (net of allowances of $0 and $7,388) $ — $ 51,200 All other current assets — 10,578 Goodwill — 73,207 Intangibles — 60,181 Property, plant and equipment, net — 14,635 Deferred income taxes — 28,787 All other long term assets — 437 Total assets related to discontinued operations $ — $ 239,025 Carrying amount of liabilities associated with discontinued operations: Accounts payable and employee compensation and benefits $ — $ 27,140 Deferred revenue — 26,362 Other current liabilities — 5,487 Pensions and postretirement benefits payable — 90,155 Insurance — 12,271 Income Tax Payable 51,380 — All other long term liabilities — 13,750 Total liabilities associated with discontinued operations $ 51,380 $ 175,165 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories consisted of the following (in thousands): As of September 30, 2018 December 31, 2017 Newsprint $ 11,122 $ 7,072 Supplies and other 280 340 Total inventories $ 11,402 $ 7,412 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of goodwill, other intangible assets | Goodwill and other intangible assets at September 30, 2018 and December 31, 2017 , excluding assets related to discontinued operations, consisted of the following (in thousands): September 30, 2018 December 31, 2017 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) $ 7,312 $ (4,466 ) $ 2,846 $ 7,312 $ (3,762 ) $ 3,550 Advertiser relationships (useful life of 2 to 13 years) 26,348 (11,799 ) 14,549 26,348 (10,013 ) 16,335 Tradenames (useful life of 20 years) 15,100 (3,159 ) 11,941 15,100 (2,583 ) 12,517 Other (useful life of 1 to 20 years) 17,741 (2,519 ) 15,222 5,379 (2,243 ) 3,136 Total intangible assets subject to amortization $ 66,501 $ (21,943 ) 44,558 $ 54,139 $ (18,601 ) 35,538 Software (useful life of 2 to 10 years) $ 135,808 $ (106,293 ) 29,515 $ 129,795 $ (89,095 ) 40,700 Goodwill and other intangible assets not subject to amortization: Goodwill 134,747 48,700 Newspaper mastheads 34,825 29,458 Total goodwill and other intangible assets $ 243,645 $ 154,396 |
PENSION AND OTHER POSTRETIREM_2
PENSION AND OTHER POSTRETIREMENT BENEFITS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of defined benefit plans net periodic benefit credit | The components of net periodic benefit for the NYDN Pension Plan are as follows (in thousands): Three Months Ended Nine Months Ended Affected Line Items in the Consolidated Statements of Income (Loss) September 30, 2018 September 24, 2017 September 30, 2018 September 24, 2017 Service cost $ — $ — $ 72 $ — Compensation Interest cost 818 — 2,454 — Other income, net Expected return on assets (1,167 ) — (3,500 ) — Other income, net Net periodic benefit $ (349 ) $ — $ (974 ) $ — |
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 Affected Line Items in the Consolidated Statements of Income (Loss) September 30, 2018 September 24, 2017 September 30, 2018 September 24, 2017 Service cost $ 3 $ 3 $ 10 $ 9 Compensation Interest cost 9 55 26 165 Other income, net Amortization of prior service credits (2,634 ) (291 ) (7,901 ) (875 ) Other income, net Amortization of actuarial gains (658 ) (47 ) (1,973 ) (140 ) Other income, net Net periodic benefit $ (3,280 ) $ (280 ) $ (9,838 ) $ (841 ) |
NONCONTROLLING INTERESTS (Table
NONCONTROLLING INTERESTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Activity | A summary of the activity with respect to non-controlling interest for the nine months ended September 30, 2018 is as follows (in thousands): Balance at December 31, 2017 $ — Acquisition of BestReviews 40,900 Income attributable to noncontrolling interest 471 Dividends paid to noncontrolling interest $ (2,000 ) Balance at September 30, 2018 $ 39,371 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per common share | For the three and nine months ended September 30, 2018 and September 24, 2017 , basic and diluted earnings per common share were as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, 2018 September 24, 2017 September 30, 2018 September 24, 2017 Income (Loss) - Numerator: Loss from continuing operations $ (649 ) $ (12,645 ) $ (43,821 ) $ (24,990 ) Less: Net income (loss) from continuing operations attributable to noncontrolling interest (239 ) — 471 — Loss available to common shareholders, before discontinued operations (410 ) (12,645 ) (44,292 ) (24,990 ) Income (loss) from discontinued operations (3,586 ) 14,701 290,665 30,898 Net income (loss) available to Tribune stockholders $ (3,996 ) $ 2,056 $ 246,373 $ 5,908 Shares - Denominator: Weighted average number of common shares outstanding (basic) 35,409 33,242 35,166 34,124 Dilutive effect of employee stock options and RSUs — — — — Adjusted weighted average shares outstanding (diluted) 35,409 33,242 35,166 34,124 Net income (loss) attributable to Tribune per common share: Continuing operations $ (0.01 ) $ (0.38 ) $ (1.26 ) $ (0.73 ) Discontinued operations (0.10 ) 0.44 8.27 0.90 Net income (loss) per common share $ (0.11 ) $ 0.06 $ 7.01 $ 0.17 Diluted income (loss) per common share: Continuing operations $ (0.01 ) $ (0.38 ) $ (1.26 ) $ (0.73 ) Discontinued operations (0.10 ) 0.44 8.27 0.90 Net income (loss) per common share-diluted $ (0.11 ) $ 0.06 $ 7.01 $ 0.17 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 31, 2017 $ (31 ) $ 9,932 $ (23,428 ) $ (13,527 ) Amounts reclassified from AOCI — (7,128 ) — (7,128 ) Foreign currency translation adjustments (11 ) — — (11 ) AOCI recognized in discontinued operations — — 25,397 25,397 Balance at September 30, 2018 $ (42 ) $ 2,804 $ 1,969 $ 4,731 |
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 30, 2018 and September 24, 2017 (in thousands): Three Months Ended Nine months ended September 30, 2018 September 24, 2017 September 30, 2018 September 24, 2017 Affected Line Items in the Consolidated Statements of Income (Loss) Accumulated Other Comprehensive Income (Loss) Components Pension and postretirement benefit adjustments: Amortization of prior service credits $ (2,634 ) $ (291 ) $ (7,901 ) $ (875 ) Other income, net Amortization of actuarial gains (658 ) (47 ) (1,973 ) (140 ) Other income, net Total before taxes (3,292 ) (338 ) (9,874 ) (1,015 ) Tax effect (916 ) (134 ) (2,746 ) (401 ) Income tax expense (benefit) Total reclassifications for the period $ (2,376 ) $ (204 ) $ (7,128 ) $ (614 ) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Operating revenue and income (loss) from operations by operating segment | Disaggregated operating revenues and income (loss) from continuing operations by operating segment for the three months ended September 30, 2018 and September 24, 2017 , respectively, were as follows for the periods indicated (in thousands): Three Months Ended M X Corporate and Eliminations Consolidated (Print) (Digital) Sept 30, 2018 Sept 24, 2017 Sept 30, 2018 Sept 24, 2017 Sept 30, 2018 Sept 24, 2017 Sept 30, 2018 Sept 24, 2017 Advertising $ 83,990 $ 85,051 $ 25,748 $ 30,523 $ 40 $ (25 ) $ 109,778 $ 115,549 Circulation 87,644 76,620 — — (6 ) — 87,638 76,620 Commercial print and delivery 24,445 24,283 — — — — 24,445 24,283 Direct mail 8,608 9,653 — — — — 8,608 9,653 Content syndication and other 2,698 2,589 15,329 8,215 7,274 (754 ) 25,301 10,050 Other 35,751 36,525 15,329 8,215 7,274 (754 ) 58,354 43,986 Operating revenues 207,385 198,196 41,077 38,738 7,308 (779 ) 255,770 236,155 Operating expenses 210,640 187,001 37,380 38,247 17,743 13,028 265,763 238,276 Income (loss) from operations $ (3,255 ) $ 11,195 $ 3,697 $ 491 $ (10,435 ) $ (13,807 ) (9,993 ) (2,121 ) Interest expense 303 (6,510 ) Loss on early extinguishment of debt — — Loss on investments, net (434 ) (403 ) Other income, net 3,640 86 Loss from continuing operations before income taxes $ (6,484 ) $ (8,948 ) Depreciation and amortization $ 4,151 $ 4,035 $ 4,274 $ 4,059 $ 3,754 $ 4,030 $ 12,179 $ 12,124 Disaggregated operating revenues and income (loss) from continuing operations by operating segment for the nine months ended September 30, 2018 and September 24, 2017 , respectively, were as follows for the periods indicated (in thousands): Nine Months Ended M X Corporate and Eliminations Consolidated (Print) (Digital) Sept 30, 2018 Sept 24, 2017 Sept 30, 2018 Sept 24, 2017 Sept 30, 2018 Sept 24, 2017 Sept 30, 2018 Sept 24, 2017 Advertising $ 254,532 $ 269,135 $ 71,785 $ 91,016 $ 40 $ (156 ) $ 326,357 $ 359,995 Circulation 260,886 225,631 — — (6 ) — 260,880 225,631 Commercial print and delivery 77,234 75,456 — — — — 77,234 75,456 Direct mail 24,236 27,453 — — — — 24,236 27,453 Content syndication and other 7,005 9,322 44,404 24,129 7,057 (2,421 ) 58,466 31,030 Other 108,475 112,231 44,404 24,129 7,057 (2,421 ) 159,936 133,939 Operating revenues 623,893 606,997 116,189 115,145 7,091 (2,577 ) 747,173 719,565 Operating expenses 619,461 570,052 109,548 112,002 60,480 34,177 789,489 716,231 Income (loss) from operations $ 4,432 $ 36,945 $ 6,641 $ 3,143 $ (53,389 ) $ (36,754 ) (42,316 ) 3,334 Interest expense (11,673 ) (19,310 ) Loss on early extinguishment of debt (7,666 ) — Premium on stock buyback — (6,031 ) Loss on investments, net (1,828 ) (2,024 ) Other income, net 10,943 653 Loss from continuing operations before income taxes $ (52,540 ) $ (23,378 ) Depreciation and amortization $ 12,113 $ 12,600 $ 13,328 $ 10,748 $ 12,126 $ 11,757 $ 37,567 $ 35,105 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 30, 2018 September 24, 2017 Cash paid during the period for: Interest $ 10,489 $ 17,063 Income taxes, net of refunds 3,405 142 Non-cash items in investing activities: Additions to property plant and equipment under capital leases — (890 ) Non-cash items in financing activities: Issuance of stock from treasury for acquisition 34,595 — New capital leases — 890 |
Restrictions on cash and cash equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported within the Consolidated Condensed Balance Sheet that sum to the cash, cash equivalents and restricted cash as reported in the Consolidated Statement of Cash Flows (in thousands): As of September 30, 2018 December 31, 2017 Cash and cash equivalents $ 97,582 $ 185,351 Restricted cash included in other assets 43,947 — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 141,529 $ 185,351 |
Schedule of cash and cash equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported within the Consolidated Condensed Balance Sheet that sum to the cash, cash equivalents and restricted cash as reported in the Consolidated Statement of Cash Flows (in thousands): As of September 30, 2018 December 31, 2017 Cash and cash equivalents $ 97,582 $ 185,351 Restricted cash included in other assets 43,947 — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 141,529 $ 185,351 |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION - (Details) | 9 Months Ended |
Sep. 30, 2018pulitzer_prizemarket | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of markets | market | 8 |
Number of Pulitzer Prizes | pulitzer_prize | 60 |
REVENUE RECOGNITION - (Details)
REVENUE RECOGNITION - (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 55.1 | |
Contract liabilities recognized as revenue | $ 45.6 |
CHANGES IN OPERATIONS - (Detail
CHANGES IN OPERATIONS - (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2018USD ($)routedriver | Sep. 30, 2018USD ($)position | Sep. 24, 2017USD ($)position | Jun. 25, 2017USD ($)position | Sep. 30, 2018USD ($)position | Sep. 24, 2017USD ($)position | Dec. 30, 2018USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||||
Reductions in staffing levels in operations | position | 178 | 112 | |||||
Restructuring charges | $ 4,600 | $ 2,200 | $ 18,914 | ||||
Additional restructuring | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Reductions in staffing levels in operations | position | 52 | 60 | 339 | 162 | |||
Restructuring charges | $ 3,500 | $ 3,900 | $ 14,300 | $ 6,800 | |||
Printing, Packaging, and Delivery Outsource | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Accelerated depreciation | $ 1,900 | ||||||
Subsequent Event | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Number of single copy routes in NYC to be relinquished under agreement | route | 60 | ||||||
Expected number of drivers to be separated under agreement | driver | 80 | ||||||
Minimum | Subsequent Event | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Expected number of drivers to be separated under agreement | driver | 55 | ||||||
Expected severance cost | $ 10,400 | ||||||
Scenario, Forecast | Minimum | Subsequent Event | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Expected severance cost | $ 8,500 |
CHANGES IN OPERATIONS - Summary
CHANGES IN OPERATIONS - Summary of Severance Accrual (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Jun. 25, 2017 | Sep. 30, 2018 | |
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | $ 11,532 | ||
Provision | $ 4,600 | $ 2,200 | 18,914 |
Payments | (21,200) | ||
Balance at end of period | $ 9,246 | $ 9,246 |
CHANGES IN OPERATIONS - Summa_2
CHANGES IN OPERATIONS - Summary of Lease Abandonment Accrual Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Jun. 25, 2017 | Sep. 30, 2018 | |
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | $ 11,532 | ||
Provision | $ 4,600 | $ 2,200 | 18,914 |
Payments and other | (21,200) | ||
Balance at end of period | 9,246 | 9,246 | |
Property subject to operating lease | Contract termination | |||
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | 3,127 | ||
Provision | 33 | ||
Payments and other | (2,095) | ||
Balance at end of period | $ 1,065 | $ 1,065 |
RELATED PARTY TRANSACTIONS - Tr
RELATED PARTY TRANSACTIONS - Transition Services Agreement (Details) - USD ($) $ in Thousands | Jun. 18, 2018 | Sep. 30, 2018 | Sep. 24, 2017 | Sep. 30, 2018 | Sep. 24, 2017 |
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||||
Revenue for TSA services | $ 255,770 | $ 236,155 | $ 747,173 | $ 719,565 | |
Transaction Services Agreement | |||||
Related Party Transaction [Line Items] | |||||
Transition services agreement, term | 12 months | ||||
Notice period to discontinue transition services agreement | 60 days | ||||
Nant Media | Transaction Services Agreement | |||||
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||||
Accounts receivable from NantMedia beginning balance | 12,521 | 0 | |||
Accounts receivable from Nant Capital balance as of September 30, 2018 | 28,911 | 28,911 | |||
Charges which have been billed | 23,900 | 23,900 | |||
Charges which have not been billed | 5,000 | 5,000 | |||
Nant Media | Revenue for TSA services | |||||
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||||
Revenue for TSA services | 8,618 | 9,799 | |||
Nant Media | Reimbursable costs | |||||
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||||
Amount of related party transaction | 23,495 | 35,523 | |||
Nant Media | Amounts received for TSA services | |||||
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||||
Amount of related party transaction | (5,189) | (5,189) | |||
Nant Media | Amounts received for reimbursable costs | |||||
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||||
Amount of related party transaction | (8,339) | (8,339) | |||
Nant Media | Amounts paid under comingled revenue contracts | |||||
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||||
Amount of related party transaction | 2,898 | 2,898 | |||
Nant Media | Amounts collected under comingled revenue contracts | |||||
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||||
Amount of related party transaction | $ (5,093) | $ (5,781) |
RELATED PARTY TRANSACTIONS - Me
RELATED PARTY TRANSACTIONS - Merrick Consulting Agreement (Details) - Merrick Ventures, LLC - USD ($) $ in Millions | Dec. 20, 2017 | Jun. 30, 2018 | Jan. 31, 2018 | Apr. 30, 2017 | Sep. 30, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Sep. 24, 2017 | Mar. 26, 2017 | Sep. 24, 2017 | Dec. 31, 2017 | Dec. 25, 2016 |
Tribune Publishing Company, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Amount of related party transaction | $ 5 | $ 0.3 | $ 3 | $ 2.7 | ||||||||
Initial payment to related party | $ 5 | $ 0.2 | ||||||||||
Related party expense | $ 7.5 | $ 12.5 | $ 15 | |||||||||
Reduction in total fees | $ 2.5 | |||||||||||
Tribune Publishing Company, LLC | Payment of legal fees | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Amount of related party transaction | $ 0.3 | |||||||||||
Tribune Publishing Company, LLC | Aircraft Dry sublease agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Amount of related party transaction | $ 0.7 | $ 2 | ||||||||||
Related party expense | $ 0.6 | $ 1.6 | ||||||||||
Private placement | Affiliated entity | Merrick Shares purchase agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Sale of stock, lock-up period | 3 years |
RELATED PARTY TRANSACTIONS - Ai
RELATED PARTY TRANSACTIONS - Aircraft Dry Sublease Textual (Details) - Tribune Publishing Company, LLC - USD ($) $ in Millions | Dec. 20, 2017 | Jun. 30, 2018 | Apr. 30, 2017 | Jul. 01, 2018 | Apr. 01, 2018 | Sep. 24, 2017 | Sep. 24, 2017 | Dec. 31, 2017 | Dec. 25, 2016 |
Merrick Ventures, LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount of related party transaction | $ 5 | $ 0.3 | $ 3 | $ 2.7 | |||||
Reimbursement of lease expense | $ 7.5 | $ 12.5 | $ 15 | ||||||
Aircraft Dry sublease agreement | Merrick Ventures, LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount of related party transaction | $ 0.7 | $ 2 | |||||||
Reimbursement of lease expense | 0.6 | 1.6 | |||||||
Aircraft Dry sublease agreement | Third-Party Pilot Service | |||||||||
Related Party Transaction [Line Items] | |||||||||
Reimbursement of lease expense | $ 0.1 | $ 0.3 |
RELATED PARTY TRANSACTIONS - Ev
RELATED PARTY TRANSACTIONS - Event Tickets (Details) - Merrick Ventures, LLC - Tribune Publishing Company, LLC - USD ($) $ in Millions | Dec. 20, 2017 | Jan. 31, 2018 | Apr. 30, 2017 | Mar. 26, 2017 | Dec. 31, 2017 | Dec. 25, 2016 |
Related Party Transaction [Line Items] | ||||||
Amount of related party transaction | $ 5 | $ 0.3 | $ 3 | $ 2.7 | ||
Payments for tickets at face value | $ 5 | $ 0.2 |
RELATED PARTY TRANSACTIONS - Nu
RELATED PARTY TRANSACTIONS - Nucleus Marketing Solutions, LLC (Details) - Equity method investments - Nucleus Marketing Solutions, LLC - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 24, 2017 | Sep. 24, 2017 | Sep. 30, 2018 | |
Related Party Transaction [Line Items] | |||
Equity method investment, ownership percentage | 25.00% | ||
Other revenue | $ 2.5 | $ 6.1 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) | May 28, 2018USD ($)ft² | Feb. 06, 2018USD ($)shares | Sep. 03, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) |
Virginian-Pilot | |||||
Business Acquisition [Line Items] | |||||
Cash purchase price | $ 34,004,000 | ||||
Area of real estate portfolio acquired | ft² | 460,000 | ||||
Reported revenues | $ 15,600,000 | $ 21,100,000 | |||
Reported operating expenses | 15,100,000 | 20,200,000 | |||
Post-closing working capital adjustment | $ 100,000 | ||||
BestReviews LLC | |||||
Business Acquisition [Line Items] | |||||
Cash purchase price | $ 108,580,000 | ||||
Reported revenues | 4,500,000 | 13,600,000 | |||
Reported operating expenses | $ 5,100,000 | $ 12,400,000 | |||
Percentage of partnership interests acquired | 60.00% | ||||
Total purchase price | $ 68,300,000 | ||||
Cash consideration for acquisition | 33,700,000 | ||||
Post-closing working capital adjustment | 600,000 | ||||
Common stock issued in acquisition | $ 34,600,000 | ||||
Daily News, L.P. and NYDailyNews.com | |||||
Business Acquisition [Line Items] | |||||
Percentage of partnership interests acquired | 100.00% | ||||
Cash consideration for acquisition | $ 1 | ||||
Tribune Media Company | BestReviews LLC | |||||
Business Acquisition [Line Items] | |||||
Percent of membership interests remaining to purchase | 40.00% | ||||
Right to purchase membership units, percentage | 25.00% | ||||
Requirement to purchase membership interests, percentage | 10.00% | ||||
Common Stock | BestReviews LLC | |||||
Business Acquisition [Line Items] | |||||
Common stock issued in acquisition (in shares) | shares | 1,913,438 | ||||
Lock-Up Provision Period One | BestReviews LLC | |||||
Business Acquisition [Line Items] | |||||
Percent of shares subject to lock-up provisions | 25.00% | ||||
Lock-Up Provision Period Two | BestReviews LLC | |||||
Business Acquisition [Line Items] | |||||
Percent of shares subject to lock-up provisions | 50.00% | ||||
Lock-Up Provision Period Three | BestReviews LLC | |||||
Business Acquisition [Line Items] | |||||
Percent of shares subject to lock-up provisions | 25.00% |
ACQUISITIONS - Schedule of Virg
ACQUISITIONS - Schedule of Virginian-Pilot Acquisition (Details) - USD ($) $ in Thousands | May 28, 2018 | Feb. 06, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 134,747 | $ 48,700 | ||
Virginian-Pilot | ||||
Business Acquisition [Line Items] | ||||
Total purchase price | $ 34,004 | |||
Accounts receivable and other current assets | 8,257 | |||
Property, plant and equipment, including assets under capital leases | 30,576 | |||
Mastheads | 4,700 | |||
Accounts payable and other current liabilities | (10,749) | |||
Other long term obligations | (68) | |||
Total identifiable net assets (liabilities) | 32,716 | |||
Goodwill | 1,288 | |||
Total net assets acquired | $ 34,004 | |||
BestReviews LLC | ||||
Business Acquisition [Line Items] | ||||
Total purchase price | $ 108,580 | |||
Accounts receivable and other current assets | 9,966 | |||
Property, plant and equipment, including assets under capital leases | 36 | |||
Mastheads | 12,540 | |||
Accounts payable and other current liabilities | (993) | |||
Total identifiable net assets (liabilities) | 21,549 | |||
Goodwill | 87,031 | |||
Total net assets acquired | $ 108,580 |
ACQUISITIONS - Schedule of Best
ACQUISITIONS - Schedule of BestReviews Business Acquisition (Details) - USD ($) $ in Thousands | Feb. 06, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 03, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 134,747 | $ 48,700 | ||
BestReviews LLC | ||||
Business Acquisition [Line Items] | ||||
Cash consideration for acquisition | $ 33,085 | |||
Fair value of noncontrolling interest | 40,900 | |||
Value of shares issued for acquisition | 34,595 | |||
Accounts receivable and other current assets | 9,966 | |||
Property, plant and equipment, including assets under capital leases | 36 | |||
Intangible assets | 12,540 | |||
Accounts payable and other current liabilities | (993) | |||
Total purchase price | 108,580 | |||
Total identifiable net assets (liabilities) | 21,549 | |||
Goodwill | $ 87,031 | |||
Daily News, L.P. and NYDailyNews.com | ||||
Business Acquisition [Line Items] | ||||
Cash acquired as part of the purchase | $ 2,555 | |||
Accounts receivable and other current assets | 17,703 | |||
Property, plant and equipment, including assets under capital leases | 48,099 | |||
Mastheads | 3,400 | |||
Other long-term assets | 9,565 | |||
Accounts payable and other current liabilities | (20,271) | |||
Pension and postemployment benefits liability | (25,446) | |||
Workers compensation and auto insurance liability | (25,116) | |||
Other long-term liabilities | (10,489) | |||
Total identifiable net assets (liabilities) | $ 0 |
DISPOSITIONS AND DISCONTINUED_3
DISPOSITIONS AND DISCONTINUED OPERATIONS (Details) - USD ($) $ in Millions | Jun. 18, 2018 | Sep. 24, 2017 | Sep. 25, 2016 | Sep. 30, 2018 | Sep. 24, 2017 | May 23, 2018 | Jul. 31, 2017 |
California Properties | Discontinued Operations, Disposed of by Sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Aggregate purchase price | $ 500 | ||||||
Gain (loss) on sale | $ 404.1 | ||||||
Forsalebyowner.com | Discontinued Operations, Disposed of by Sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Aggregate purchase price | $ 2.5 | ||||||
Post closing working capital payment | $ 0.1 | ||||||
Advertising sales commitment received | $ 4.5 | ||||||
Term of advertising sales commitment | 2 years | ||||||
Private placement | Beneficial owner | Nant Rights purchase agreement | Dr. Soon-Shiong | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Beneficial ownership by related party, common shares owned (in shares) | 8,743,619 | ||||||
Beneficial ownership by related party, percentage of common stock owned | 24.60% | ||||||
Private placement | Beneficial owner | Nant Term sheet agreement | Nant Media | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Shares to be issued (in shares) | 333,333 | ||||||
CIPS Marketing Group, Inc. | Equity method investments | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Other revenue | $ 0.1 | $ 0.6 | |||||
CIPS Marketing Group, Inc. | Other operating expense | Equity method investments | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Equity method investment, ownership percentage | 50.00% | ||||||
Marketing expense | $ 0.4 | $ 4.2 |
DISPOSITIONS AND DISCONTINUED_4
DISPOSITIONS AND DISCONTINUED OPERATIONS - Earnings from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 24, 2017 | Sep. 30, 2018 | Sep. 24, 2017 | |
Operating expenses: | ||||
Income (loss) from discontinued operations, net of tax | $ (3,586) | $ 14,701 | $ 290,665 | $ 30,898 |
Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Operating revenues | 11 | 116,936 | 211,511 | 369,433 |
Operating expenses: | ||||
Compensation | 3 | 37,977 | 58,839 | 109,245 |
Newsprint and ink | 3 | 7,968 | 14,376 | 25,914 |
Outside services | 57 | 32,536 | 61,711 | 100,705 |
Other operating expenses | 474 | 28,284 | 57,224 | 93,685 |
Depreciation and amortization | 0 | 2,032 | 3,530 | 6,890 |
Total operating expenses | 537 | 108,797 | 195,680 | 336,439 |
Income from operations | (526) | 8,139 | 15,831 | 32,994 |
Gain (loss) on sale | (3,151) | 0 | 406,183 | 0 |
Interest expense, net | 0 | (34) | (52) | (115) |
Gain on equity investments, net | 0 | 5,396 | 0 | 5,745 |
Other income, net | 0 | 150 | 1,338 | 239 |
Income tax (expense) benefit | 91 | 1,050 | (132,635) | (7,965) |
Income (loss) from discontinued operations, net of tax | $ (3,586) | $ 14,701 | $ 290,665 | $ 30,898 |
DISPOSITIONS AND DISCONTINUED_5
DISPOSITIONS AND DISCONTINUED OPERATIONS - Discontinued Operations by Segment (Details) - Discontinued Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 24, 2017 | Sep. 30, 2018 | Sep. 24, 2017 | |
Segment Reporting Information [Line Items] | ||||
Operating revenues | $ 11 | $ 116,936 | $ 211,511 | $ 369,433 |
Income (loss) from Operations | (526) | 8,139 | 15,831 | 32,994 |
Depreciation and amortization | 0 | 2,032 | 3,530 | 6,890 |
Operating segments | M | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | (25) | 99,058 | 185,811 | 314,206 |
Income (loss) from Operations | (350) | 3,278 | 9,997 | 18,248 |
Depreciation and amortization | 0 | 1,967 | 3,426 | 6,698 |
Operating segments | X | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 36 | 17,806 | 25,638 | 55,080 |
Income (loss) from Operations | (171) | 4,948 | 5,795 | 14,850 |
Depreciation and amortization | 0 | 65 | 104 | 192 |
Corporate and eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 0 | 72 | 62 | 147 |
Income (loss) from Operations | $ (5) | $ (87) | $ 39 | $ (104) |
DISPOSITIONS AND DISCONTINUED_6
DISPOSITIONS AND DISCONTINUED OPERATIONS - Assets and Liabilities Associated with Discontinued Operations (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Carrying amount of liabilities associated with assets held for sale | ||
Allowances for doubtful accounts | $ 11,190 | $ 8,988 |
Discontinued Operations, Held-for-sale | ||
Carrying amount of assets related to discontinued operations: | ||
Accounts receivable, (net of allowances of $0 and $7,388) | 0 | 51,200 |
All other current assets | 0 | 10,578 |
Goodwill | 0 | 73,207 |
Intangibles | 0 | 60,181 |
Property, plant and equipment, net | 0 | 14,635 |
Deferred income taxes | 0 | 28,787 |
All other long term assets | 0 | 437 |
Total assets related to discontinued operations | 0 | 239,025 |
Carrying amount of liabilities associated with assets held for sale | ||
Accounts payable and employee compensation and benefits | 0 | 27,140 |
Deferred revenue | 0 | 26,362 |
Other current liabilities | 0 | 5,487 |
Pensions and postretirement benefits payable | 0 | 90,155 |
Insurance | 0 | 12,271 |
Income Tax Payable | 51,380 | 0 |
All other long term liabilities | 0 | 13,750 |
Total liabilities associated with discontinued operations | 51,380 | 175,165 |
Allowances for doubtful accounts | $ 0 | $ 7,388 |
INVENTORIES - Summary of Invent
INVENTORIES - Summary of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Newsprint | $ 11,122 | $ 7,072 |
Supplies and other | 280 | 340 |
Total inventories | $ 11,402 | $ 7,412 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Intangible assets subject to amortization: | ||
Gross Amount | $ 66,501 | $ 54,139 |
Accumulated Amortization | (21,943) | (18,601) |
Net Amount | 44,558 | 35,538 |
Software | ||
Net Amount | 29,515 | 40,700 |
Goodwill and other intangible assets not subject to amortization: | ||
Goodwill | 134,747 | 48,700 |
Newspaper mastheads | 34,825 | 29,458 |
Total goodwill and other intangible assets | 243,645 | 154,396 |
Subscribers | ||
Intangible assets subject to amortization: | ||
Gross Amount | 7,312 | 7,312 |
Accumulated Amortization | (4,466) | (3,762) |
Net Amount | $ 2,846 | $ 3,550 |
Subscribers | Minimum | ||
Goodwill and other intangible assets not subject to amortization: | ||
Useful life | 2 years | 2 years |
Subscribers | Maximum | ||
Goodwill and other intangible assets not subject to amortization: | ||
Useful life | 10 years | 10 years |
Advertiser relationships | ||
Intangible assets subject to amortization: | ||
Gross Amount | $ 26,348 | $ 26,348 |
Accumulated Amortization | (11,799) | (10,013) |
Net Amount | $ 14,549 | $ 16,335 |
Advertiser relationships | Minimum | ||
Goodwill and other intangible assets not subject to amortization: | ||
Useful life | 2 years | 2 years |
Advertiser relationships | Maximum | ||
Goodwill and other intangible assets not subject to amortization: | ||
Useful life | 13 years | 13 years |
Tradenames | ||
Intangible assets subject to amortization: | ||
Gross Amount | $ 15,100 | $ 15,100 |
Accumulated Amortization | (3,159) | (2,583) |
Net Amount | $ 11,941 | $ 12,517 |
Goodwill and other intangible assets not subject to amortization: | ||
Useful life | 20 years | 20 years |
Other | ||
Intangible assets subject to amortization: | ||
Gross Amount | $ 17,741 | $ 5,379 |
Accumulated Amortization | (2,519) | (2,243) |
Net Amount | $ 15,222 | $ 3,136 |
Other | Minimum | ||
Goodwill and other intangible assets not subject to amortization: | ||
Useful life | 1 year | 1 year |
Other | Maximum | ||
Goodwill and other intangible assets not subject to amortization: | ||
Useful life | 20 years | 20 years |
Software | ||
Software | ||
Gross Amount | $ 135,808 | $ 129,795 |
Accumulated Amortization | (106,293) | (89,095) |
Net Amount | $ 29,515 | $ 40,700 |
Software | Minimum | ||
Goodwill and other intangible assets not subject to amortization: | ||
Useful life | 2 years | 2 years |
Software | Maximum | ||
Goodwill and other intangible assets not subject to amortization: | ||
Useful life | 10 years | 10 years |
DEBT - (Details)
DEBT - (Details) - USD ($) $ in Thousands | Jun. 21, 2018 | Sep. 30, 2018 | Sep. 24, 2017 | Sep. 30, 2018 | Sep. 24, 2017 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||||||
Loss on early extinguishment of debt | $ 0 | $ 0 | $ 7,666 | $ 0 | ||
Restricted cash established | $ 43,900 | |||||
Capital leases balance | 7,200 | 7,200 | $ 7,500 | |||
Current portion of capital leases | 400 | $ 400 | $ 400 | |||
Senior term facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Repayments of outstanding principal balance | $ 348,000 | |||||
Loss on early extinguishment of debt | $ 7,700 |
INCOME TAXES - (Details)
INCOME TAXES - (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Dec. 31, 2017 | Sep. 24, 2017 | Sep. 30, 2018 | Sep. 24, 2017 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense (benefit) | $ (5,835) | $ 3,697 | $ (8,719) | $ 1,612 | |
Effective tax rate on pretax income, percent | 90.00% | (41.30%) | 16.60% | (6.90%) | |
Increase in tax benefit as a result of changes to estimated annual tax provision | $ 4,300 | ||||
Nondeductible permanent difference for calculation of income taxes | $ 6,000 | ||||
Tax expense recognized related to Tax Cuts and Jobs Act of 2017 | 11,000 | $ 10,800 | |||
Increase in tax expense recognized related to Tax Cuts and Jobs Act of 2017 | $ 200 |
PENSION AND OTHER POSTRETIREM_3
PENSION AND OTHER POSTRETIREMENT BENEFITS - (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 24, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Pension contribution | $ 3,419 | $ 0 |
Pension plan | San Diego Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension contribution | 5,700 | |
Pension plan | NYDN Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension contribution | 3,400 | |
Expected future contributions for rest of current year | $ 500 |
PENSION AND OTHER POSTRETIREM_4
PENSION AND OTHER POSTRETIREMENT BENEFITS - Components of Defined Benefit Plan (Details) - Pension plan - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 24, 2017 | Sep. 30, 2018 | Sep. 24, 2017 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Service cost | $ 0 | $ 0 | $ 72 | $ 0 |
Interest cost | 818 | 0 | 2,454 | 0 |
Expected return on assets | (1,167) | 0 | (3,500) | 0 |
Net periodic benefit | $ (349) | $ 0 | $ (974) | $ 0 |
PENSION AND OTHER POSTRETIREM_5
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. 30, 2018 | Sep. 24, 2017 | Sep. 30, 2018 | Sep. 24, 2017 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Service cost | $ 3 | $ 3 | $ 10 | $ 9 |
Interest cost | 9 | 55 | 26 | 165 |
Amortization of prior service credits | (2,634) | (291) | (7,901) | (875) |
Amortization of actuarial gains | (658) | (47) | (1,973) | (140) |
Net periodic benefit | $ (3,280) | $ (280) | $ (9,838) | $ (841) |
NONCONTROLLING INTERESTS (Detai
NONCONTROLLING INTERESTS (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | |
Noncontrolling Interest [Line Items] | ||
Ownership percentage | 40.00% | 40.00% |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Noncontrolling interests, beginning balance | $ 0 | |
Acquisition of BestReviews | 40,900 | |
Income attributable to noncontrolling interest | 471 | |
Dividends paid to noncontrolling interest | (2,000) | |
Noncontrolling interests, ending balance | $ 39,371 | $ 39,371 |
Parent | ||
Noncontrolling Interest [Line Items] | ||
Dividends declared | 3,000 | |
Noncontrolling Interest | ||
Noncontrolling Interest [Line Items] | ||
Dividends declared | 2,000 | |
BestReviews LLC | ||
Noncontrolling Interest [Line Items] | ||
Dividends declared | $ 5,000 |
EARNINGS PER SHARE - (Details)
EARNINGS PER SHARE - (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 24, 2017 | Sep. 30, 2018 | Sep. 24, 2017 | |
Option | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from computation of EPS (in shares) | 924,887 | 911,857 | 924,887 | 911,857 |
RSU | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from computation of EPS (in shares) | 1,437,363 | 1,884,602 | 1,437,363 | 1,884,602 |
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. 30, 2018 | Sep. 24, 2017 | Sep. 30, 2018 | Sep. 24, 2017 | |
Income (Loss) - Numerator: | ||||
Loss from continuing operations | $ (649) | $ (12,645) | $ (43,821) | $ (24,990) |
Less: Net income (loss) from continuing operations attributable to noncontrolling interest | (239) | 0 | 471 | 0 |
Loss available to common shareholders, before discontinued operations | (410) | (12,645) | (44,292) | (24,990) |
Income (loss) from discontinued operations | (3,586) | 14,701 | 290,665 | 30,898 |
Net income (loss) available to Tribune stockholders | $ (3,996) | $ 2,056 | $ 246,373 | $ 5,908 |
Shares - Denominator: | ||||
Weighted average number of common shares outstanding (basic) (in shares) | 35,409 | 33,242 | 35,166 | 34,124 |
Dilutive effect of employee stock options and RSUs (in shares) | 0 | 0 | 0 | 0 |
Adjusted weighted average shares outstanding (diluted) (in shares) | 35,409 | 33,242 | 35,166 | 34,124 |
Net income (loss) attributable to Tribune per common share: | ||||
Net income (loss) per common share, continuing operations (in dollars per share) | $ (0.01) | $ (0.38) | $ (1.26) | $ (0.73) |
Net income (loss) per common share, discontinued operations (in dollars per share) | (0.10) | 0.44 | 8.27 | 0.90 |
Net income per common share (in dollars per share) | (0.11) | 0.06 | 7.01 | 0.17 |
Diluted income (loss) per common share: | ||||
Diluted income (loss) per common share, continuing operations (in dollars per share) | (0.01) | (0.38) | (1.26) | (0.73) |
Diluted income (loss) per common share, discontinued operations (in dollars per share) | (0.10) | 0.44 | 8.27 | 0.90 |
Net income per common share-diluted (in dollars per share) | $ (0.11) | $ 0.06 | $ 7.01 | $ 0.17 |
STOCKHOLDERS' EQUITY - (Details
STOCKHOLDERS' EQUITY - (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 23, 2017 | Mar. 22, 2017 | May 22, 2016 | Sep. 30, 2018 | Sep. 24, 2017 | Sep. 30, 2018 | Sep. 24, 2017 |
Class of Stock [Line Items] | |||||||
Company's closing price of stock (in dollars per share) | $ 13.39 | ||||||
Premium on stock buyback | $ 0 | $ 0 | $ 0 | $ 6,031 | |||
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) | 9,071,529 | 9,071,529 | |||||
Beneficial ownership by related party, percentage of common stock owned | 25.60% | 25.60% | |||||
Private placement | Nant Rights purchase agreement | Beneficial owner | |||||||
Class of Stock [Line Items] | |||||||
Percentage of ownership of outstanding shares | 25.00% | ||||||
Maximum percentage of shares allowed to be held after transfer (in shares) | 4.90% | ||||||
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 | 24.60% | 24.60% |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 24, 2017 | Sep. 30, 2018 | Sep. 24, 2017 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | $ 69,162 | |||
Amounts reclassified from AOCI | (7,128) | |||
Foreign currency translation | $ (6) | $ 0 | (11) | $ 1 |
Accumulated other comprehensive income recognized in discontinued operations, net of taxes of $9,702 | 25,397 | |||
Balance at end of period | 373,593 | 373,593 | ||
Foreign Currency | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (31) | |||
Amounts reclassified from AOCI | 0 | |||
Foreign currency translation | (11) | |||
Accumulated other comprehensive income recognized in discontinued operations, net of taxes of $9,702 | 0 | |||
Balance at end of period | (42) | (42) | ||
AOCI | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (13,527) | |||
Balance at end of period | 4,731 | 4,731 | ||
Other postretirement plans | OPEB/Pension | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | 9,932 | |||
Amounts reclassified from AOCI | (7,128) | |||
Foreign currency translation | 0 | |||
Accumulated other comprehensive income recognized in discontinued operations, net of taxes of $9,702 | 0 | |||
Balance at end of period | 2,804 | 2,804 | ||
Pension plan | OPEB/Pension | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (23,428) | |||
Amounts reclassified from AOCI | 0 | |||
Foreign currency translation | 0 | |||
Accumulated other comprehensive income recognized in discontinued operations, net of taxes of $9,702 | 25,397 | |||
Balance at end of period | $ 1,969 | $ 1,969 |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 24, 2017 | Sep. 30, 2018 | Sep. 24, 2017 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Pension and postretirement benefit adjustments | $ (107,762) | $ (97,304) | $ (324,982) | $ (286,306) |
Income tax expense (benefit) | (5,835) | 3,697 | (8,719) | 1,612 |
Reclassification out of Accumulated Other Comprehensive Income | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications for the period | (2,376) | (204) | (7,128) | (614) |
Reclassification out of Accumulated Other Comprehensive Income | Amortization of prior service credits | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Pension and postretirement benefit adjustments | (2,634) | (291) | (7,901) | (875) |
Reclassification out of Accumulated Other Comprehensive Income | Amortization of actuarial gains | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Pension and postretirement benefit adjustments | (658) | (47) | (1,973) | (140) |
Reclassification out of Accumulated Other Comprehensive Income | Accumulated defined benefit plans adjustment attributable to parent | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total before taxes | (3,292) | (338) | (9,874) | (1,015) |
Income tax expense (benefit) | $ (916) | $ (134) | $ (2,746) | $ (401) |
CONTINGENCIES - (Details)
CONTINGENCIES - (Details) | Aug. 12, 2016Chapter_11_case | Dec. 31, 2012subsidiary |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of wholly-owned subsidiaries | subsidiary | 110 | |
Number of Chapter 11 cases | Chapter_11_case | 106 |
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. 30, 2018 | Sep. 24, 2017 | Sep. 30, 2018 | Sep. 24, 2017 | |
Segment Reporting Information [Line Items] | ||||
Operating revenues | $ 255,770 | $ 236,155 | $ 747,173 | $ 719,565 |
Operating expenses | 265,763 | 238,276 | 789,489 | 716,231 |
Income (loss) from operations | (9,993) | (2,121) | (42,316) | 3,334 |
Interest income (expense), net | 303 | (6,510) | (11,673) | (19,310) |
Loss on early extinguishment of debt | 0 | 0 | (7,666) | 0 |
Premium on stock buyback | 0 | 0 | 0 | (6,031) |
Loss on equity investments, net | (434) | (403) | (1,828) | (2,024) |
Other income, net | 3,640 | 86 | 10,943 | 653 |
Loss from continuing operations before income taxes | (6,484) | (8,948) | (52,540) | (23,378) |
Depreciation and amortization | 12,179 | 12,124 | 37,567 | 35,105 |
Operating segments | troncM | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 207,385 | 198,196 | 623,893 | 606,997 |
Operating expenses | 210,640 | 187,001 | 619,461 | 570,052 |
Income (loss) from operations | (3,255) | 11,195 | 4,432 | 36,945 |
Depreciation and amortization | 4,151 | 4,035 | 12,113 | 12,600 |
Operating segments | troncX | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 41,077 | 38,738 | 116,189 | 115,145 |
Operating expenses | 37,380 | 38,247 | 109,548 | 112,002 |
Income (loss) from operations | 3,697 | 491 | 6,641 | 3,143 |
Depreciation and amortization | 4,274 | 4,059 | 13,328 | 10,748 |
Corporate and eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 7,308 | (779) | 7,091 | (2,577) |
Operating expenses | 17,743 | 13,028 | 60,480 | 34,177 |
Income (loss) from operations | (10,435) | (13,807) | (53,389) | (36,754) |
Depreciation and amortization | 3,754 | 4,030 | 12,126 | 11,757 |
Advertising | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 109,778 | 115,549 | 326,357 | 359,995 |
Advertising | Operating segments | troncM | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 83,990 | 85,051 | 254,532 | 269,135 |
Advertising | Operating segments | troncX | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 25,748 | 30,523 | 71,785 | 91,016 |
Advertising | Corporate and eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 40 | (25) | 40 | (156) |
Circulation | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 87,638 | 76,620 | 260,880 | 225,631 |
Circulation | Operating segments | troncM | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 87,644 | 76,620 | 260,886 | 225,631 |
Circulation | Operating segments | troncX | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 0 | 0 | ||
Circulation | Corporate and eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | (6) | 0 | (6) | 0 |
Commercial print and delivery | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 24,445 | 24,283 | 77,234 | 75,456 |
Commercial print and delivery | Operating segments | troncM | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 24,445 | 24,283 | 77,234 | 75,456 |
Commercial print and delivery | Operating segments | troncX | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 0 | 0 | 0 | 0 |
Commercial print and delivery | Corporate and eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 0 | 0 | 0 | 0 |
Direct mail | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 8,608 | 9,653 | 24,236 | 27,453 |
Direct mail | Operating segments | troncM | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 8,608 | 9,653 | 24,236 | 27,453 |
Direct mail | Operating segments | troncX | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 0 | 0 | 0 | 0 |
Direct mail | Corporate and eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 0 | 0 | 0 | 0 |
Content syndication and other | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 25,301 | 10,050 | 58,466 | 31,030 |
Content syndication and other | Operating segments | troncM | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 2,698 | 2,589 | 7,005 | 9,322 |
Content syndication and other | Operating segments | troncX | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 15,329 | 8,215 | ||
Content syndication and other | Corporate and eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 7,274 | (754) | 7,057 | (2,421) |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 58,354 | 43,986 | 159,936 | 133,939 |
Other | Operating segments | troncM | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 35,751 | 36,525 | 108,475 | 112,231 |
Other | Operating segments | troncX | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 15,329 | 8,215 | ||
Other | Corporate and eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | $ 7,274 | $ (754) | $ 7,057 | $ (2,421) |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION - Summary of Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 24, 2017 | |
Cash paid during the period for: | ||
Interest | $ 10,489 | $ 17,063 |
Income taxes, net of refunds | 3,405 | 142 |
Non-cash items in investing activities: | ||
Additions to property plant and equipment under capital leases | 0 | (890) |
Non-cash items in financing activities: | ||
Issuance of stock from treasury for acquisition | 34,595 | 0 |
New capital leases | $ 0 | $ 890 |
SUPPLEMENTAL CASH FLOW INFORM_4
SUPPLEMENTAL CASH FLOW INFORMATION - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 24, 2017 | Dec. 25, 2016 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 97,582 | $ 185,351 | ||
Restricted cash included in other assets | 43,947 | 0 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 141,529 | $ 185,351 | $ 185,152 | $ 198,349 |