Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 06, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Tribune Publishing Company | |
Entity Central Index Key | 0001593195 | |
Current Fiscal Year End Date | --12-29 | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 35,691,327 |
CONSOLIDATED STATEMENTS OF LOSS
CONSOLIDATED STATEMENTS OF LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Income Statement [Abstract] | ||
Operating revenues | $ 244,525 | $ 238,366 |
Operating expenses: | ||
Compensation | 97,709 | 110,765 |
Newsprint and ink | 16,103 | 14,598 |
Outside services | 83,813 | 98,982 |
Other operating expenses | 42,218 | 32,653 |
Depreciation and amortization | 12,084 | 12,446 |
Total operating expenses | 251,927 | 269,444 |
Loss from operations | (7,402) | (31,078) |
Interest income (expense), net | 220 | (6,564) |
Loss on equity investments, net | (487) | (729) |
Other income, net | 73 | 3,663 |
Loss from continuing operations before income taxes | (7,596) | (34,708) |
Income tax benefit | (2,882) | (6,637) |
Net loss from continuing operations | (4,714) | (28,071) |
Plus: Earnings from discontinued operations, net of taxes | 0 | 13,706 |
Net loss | (4,714) | (14,365) |
Less: Net income (loss) from continuing operations attributable to noncontrolling interest | (39) | 262 |
Net loss available to Tribune stockholders | $ (4,675) | $ (14,627) |
Net loss from continuing operations per common share: | ||
Basic (in dollars per share) | $ (0.13) | $ (0.81) |
Diluted (in dollars per share) | (0.13) | (0.81) |
Net loss attributable to Tribune per common share: | ||
Basic (in dollars per share) | (0.13) | (0.42) |
Diluted (in dollars per share) | $ (0.13) | $ (0.42) |
Weighted average shares outstanding: | ||
Basic (in shares) | 35,628 | 34,801 |
Diluted (in shares) | 35,628 | 34,801 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss from continuing operations, including non-controlling interest | $ (4,714) | $ (14,365) |
Other comprehensive loss, net of taxes: | ||
Amortization of items to periodic pension cost during the period, net of taxes of ($23) and ($915), respectively | (59) | (2,377) |
Foreign currency translation | (2) | 0 |
Other comprehensive loss, net of taxes | (61) | (2,377) |
Comprehensive loss recognized in continuing operations | (4,775) | (16,742) |
Accumulated other comprehensive loss recognized in discontinued operations, net of taxes of $42 | 0 | 108 |
Comprehensive loss | (4,775) | (16,634) |
Comprehensive income (loss) attributable to noncontrolling interest | (39) | 262 |
Comprehensive loss attributable to Tribune common stockholders | $ (4,736) | $ (16,896) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Tax effect | $ (23) | $ (915) |
Accumulated OCI recognized in discontinued operations - tax | $ 42 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 30, 2018 |
Current assets | ||
Cash | $ 98,206 | $ 97,560 |
Accounts receivable, (net of allowances of $13,983 and $11,458) | 111,618 | 145,463 |
Inventories | 9,267 | 9,587 |
Prepaid expenses and other | 20,605 | 18,197 |
Total current assets | 239,696 | 270,807 |
Property, plant and equipment | ||
Machinery, equipment and furniture | 123,105 | 124,243 |
Buildings and leasehold improvements | 78,411 | 82,399 |
Property, plant and equipment, gross | 201,516 | 206,642 |
Accumulated depreciation | (78,537) | (74,013) |
Property, plant and equipment, net, excluding advance payments | 122,979 | 132,629 |
Advance payments on property, plant and equipment | 11,107 | 12,334 |
Property, plant and equipment, net | 134,086 | 144,963 |
Other assets | ||
Goodwill | 132,172 | 132,146 |
Intangible assets, net | 74,780 | 77,229 |
Software, net | 26,168 | 27,117 |
Lease right-of-use asset | 112,393 | |
Restricted cash | 43,947 | 43,947 |
Deferred income taxes | 3,472 | 2,414 |
Other long-term assets | 25,613 | 28,004 |
Total other assets | 418,545 | 310,857 |
Total assets | 792,327 | 726,627 |
Current liabilities | ||
Accounts payable | 53,098 | 70,555 |
Employee compensation and benefits | 41,895 | 61,001 |
Deferred revenue | 49,814 | 51,114 |
Current portion of long-term lease liability | 26,393 | |
Current portion of long-term debt | 405 | 405 |
Other current liabilities | 20,542 | 21,203 |
Tax liabilities associated with discontinued operations | 6,249 | 6,249 |
Total current liabilities | 198,396 | 210,527 |
Non-current liabilities | ||
Long-term lease liability | 112,610 | |
Workers’ compensation, general liability and auto insurance payable | 25,674 | 30,606 |
Pension and postretirement benefits payable | 19,096 | 20,150 |
Deferred rent | 0 | 25,424 |
Long-term debt | 6,775 | 6,799 |
Other obligations | 17,546 | 20,053 |
Total non-current liabilities | 181,701 | 103,032 |
Noncontrolling interest | 39,717 | 39,756 |
Stockholders’ equity | ||
Preferred stock, $.01 par value. Authorized 30,000 shares; no shares issued or outstanding at March 31, 2019 and December 30, 2018 | 0 | 0 |
Common stock, $.01 par value. Authorized 300,000 shares, 37,618 shares issued and 35,664 shares outstanding at March 31, 2019; 37,551 shares issued and 35,597 shares outstanding at December 30, 2018 | 376 | 376 |
Additional paid-in capital | 172,392 | 166,668 |
Retained earnings | 225,939 | 232,401 |
Accumulated other comprehensive income (loss) | (34) | 27 |
Treasury stock, at cost - 1,954 shares at March 31, 2019 and 1,954 shares at December 30, 2018 | (26,160) | (26,160) |
Total stockholders’ equity | 372,513 | 373,312 |
Total liabilities and stockholders’ equity | $ 792,327 | $ 726,627 |
CONSOLIDATED CONDENSED BALANC_2
CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts | $ 13,983 | $ 11,458 |
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) | 37,618,000 | 37,551,000 |
Common stock, shares outstanding (in shares) | 35,664,000 | 35,597,000 |
Treasury stock, shares (in shares) | 1,954,000 | 1,954,000 |
CONSOLIDATED STATEMENT OF EQUIT
CONSOLIDATED STATEMENT OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid in Capital | Retained earnings | AOCI | Treasury Stock | Previously Reported | Previously ReportedCommon Stock | Previously ReportedAdditional Paid in Capital | Previously ReportedRetained earnings | Previously ReportedAOCI | Previously ReportedTreasury Stock | Restatement Adjustment | Restatement AdjustmentRetained earnings |
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 loss attributable to controlling interests | (17,004) | (14,627) | (2,377) | |||||||||||
AOCI recognized in discontinued operations | 108 | 108 | ||||||||||||
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) | 122 | |||||||||||||
Issuance of stock from restricted stock and restricted stock unit conversions | 0 | $ 1 | (1) | |||||||||||
Exercise of stock options (in shares) | 7 | |||||||||||||
Exercise of stock options | 133 | 133 | ||||||||||||
Stock-based compensation | 2,447 | 2,447 | ||||||||||||
Withholding for taxes on restricted stock unit conversions | (943) | (943) | ||||||||||||
Forfeited restricted stock (in shares) | (450) | |||||||||||||
Forfeited restricted stock | 0 | $ (5) | 5 | |||||||||||
Balance at end of the period (in shares) at Apr. 01, 2018 | 37,230 | |||||||||||||
Balance at end of period at Apr. 01, 2018 | 88,498 | $ 372 | 161,099 | (31,017) | (15,796) | (26,160) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Adjusted beginning balance | 371,525 | $ 376 | 166,668 | 230,614 | 27 | (26,160) | ||||||||
Balance at beginning of period (in shares) at Dec. 30, 2018 | 37,551 | |||||||||||||
Balance at beginning of period at Dec. 30, 2018 | 373,312 | 27 | $ 373,312 | $ 376 | $ 166,668 | $ 232,401 | $ 27 | $ (26,160) | ||||||
Balance at beginning of period (Accounting Standards Update 2016-02) at Dec. 30, 2018 | $ (1,787) | $ (1,787) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Comprehensive loss attributable to controlling interests | (4,736) | (4,675) | (61) | |||||||||||
AOCI recognized in discontinued operations | 0 | |||||||||||||
Issuance of stock from restricted stock and restricted stock unit conversions (in shares) | 67 | |||||||||||||
Issuance of stock from restricted stock and restricted stock unit conversions | 0 | $ 0 | 0 | |||||||||||
Stock-based compensation | 5,737 | 5,737 | ||||||||||||
Withholding for taxes on restricted stock unit conversions | (13) | (13) | ||||||||||||
Balance at end of the period (in shares) at Mar. 31, 2019 | 37,618 | |||||||||||||
Balance at end of period at Mar. 31, 2019 | $ 372,513 | $ 376 | $ 172,392 | $ 225,939 | $ (34) | $ (26,160) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Operating Activities From Continuing Operations | ||
Net loss from continuing operations | $ (4,714) | $ (28,071) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 12,084 | 12,446 |
Stock compensation expense | 5,737 | 1,587 |
Loss on equity investments, net | 487 | 729 |
Deferred income taxes | (1,036) | 4,496 |
Pension contribution | (499) | 0 |
Postretirement medical, life and other benefits | (637) | (6,497) |
Changes in working capital items, excluding acquisitions: | ||
Accounts receivable, net | 35,529 | 25,743 |
Prepaid expenses, inventories and other current assets | (11,226) | (2,476) |
Accounts payable, employee compensation and benefits, deferred revenue and other current liabilities | (29,738) | 10,172 |
Other, net | (1,243) | (1,634) |
Net cash provided by operating activities | 4,744 | 16,495 |
Investing Activities From Continuing Operations | ||
Capital expenditures | (3,911) | (7,028) |
Acquisition of business, net of cash acquired | 0 | (33,949) |
Other, net | (150) | (1,087) |
Net cash used for investing activities | (4,061) | (42,064) |
Financing Activities From Continuing Operations | ||
Repayment of long-term debt | 0 | (5,272) |
Withholding for taxes on RSU vesting | (13) | (943) |
Other | (24) | 84 |
Net cash used for financing activities | (37) | (6,131) |
Increase (decrease) in cash attributable to continuing operations | 646 | (31,700) |
Cash flows used for operating activities of discontinued operations, net | 0 | 3,366 |
Cash flows used for investing activities of discontinued operations, net | 0 | (197) |
Cash flows used for financing activities of discontinued operations, net | 0 | (117) |
Decrease in cash attributable to discontinued operations | 0 | 3,052 |
Net increase (decrease) in cash | 646 | (28,648) |
Cash, cash equivalents and restricted cash beginning of period | 141,507 | 185,351 |
Cash, cash equivalents and restricted cash, end of period | $ 142,153 | $ 156,703 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2019 | |
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 (“TCA”) 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 Virginian-Pilot, a daily newspaper based in Norfolk, Virginia, and associated businesses (“Virginian-Pilot”). See Note 6 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 7 for more information on the dispositions and related discontinued operations. Tribune’s continuing legacy of brands, including the The Virginian-Pilot, have earned a combined 61 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 2019 ends on December 29, 2019 and fiscal year 2018 ended on December 30, 2018. Fiscal year 2019 and 2018 are 52-week years with 13 weeks in each quarter. Basis of Presentation —T he accompanying unaudited Consolidated Financial Statements and notes of the Company have been prepared in accordance with United States generally accepted accounting principles ( “U.S. GAAP ”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates. In the opinion of management, the financial statements contain all adjustments necessary to present fairly the financial position of Tribune as of March 31, 2019 and December 30, 2018 and the results of operations for the three months ended March 31, 2019 and April 1, 2018 , respectively, and the cash flows for the three months ended March 31, 2019 and April 1, 2018 , 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, results of these operations for all periods presented have been reflected as discontinued operations in the accompanying Consolidated Financial Statements. Additionally, assets and liabilities related to the divested properties are classified as such in all 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 consisting of the California Properties and forsalebyowner.com. Accounting standards adopted in 2019 —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”). 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). ASU 2018-15 can be applied either retrospectively or prospectively. ASU 2018-15 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 adopted this standard effective the beginning of fiscal year 2019 and will apply the provisions of the standard prospectively. The adoption had no material effect on 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 (“ASU 2018-02”) . ASU 2018-02 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. ASU 2018-02 is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted this standard effective the beginning of fiscal year 2019 and adoption had no material effect on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Topic 842, Leases (“ASC 842”), which requires lessees to recognize lease assets and lease liabilities for operating leases. The Company adopted this standard effective December 31, 2018 using the modified retrospective transition method whereby the Company applied the new standard at the adoption date and recognized a cumulative-effect adjustment of $1.8 million , net of tax of $0.7 million , to reduce the opening balance of retained earnings in the first quarter of 2019, primarily due to lease impairments determined during the adoption. The Company has elected the practical expedients which allow the Company to forgo reassessing whether existing contracts are or contain leases, forgo reassessing the classification of existing leases, forgo reassessing initial direct costs of existing leases at the initial application date and to combine lease and nonlease components. Additionally, the Company did not consider any leases with original lease terms less than one year. See Note 2 for additional disclosures related to the Company’s leases. Accounting standards not yet adopted —In June 2016, the FASB issued ASU 2016-13, Topic 326, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured as amortized cost. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. The Company expects to adopt the standard effective December 30, 2019. The Company is currently reviewing the requirements of the standard. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
LEASES | LEASES Tribune’s leased facilities are approximately 4.0 million square feet in the aggregate. The Company currently has leased newspaper production facilities in Connecticut, Florida, Illinois, Maryland, New Jersey, and Pennsylvania, however Tribune owns substantially all of the production equipment. For printing plants, the initial lease term is 10 years with two options to renew for additional 10 year terms. For distribution facilities, the initial lease term is generally five years , with options to renew either two or three additional five year terms. Our corporate headquarters are located at 160 N. Stetson Avenue, Chicago, Illinois. The lease is for approximately 137,000 square feet with a 10 year and 11 month term for one floor and a 12 year term for four floors, expiring in 2028 and 2030, respectively. The Company has rent escalations, rent holidays and leasehold improvement incentives which are included in the determination of the right-of-use asset (“ROU”) and the lease liabilities. Tribune subleases certain facilities that are approximately 0.1 million square feet in aggregate. The terms of these subleases are from five to seven years and expire between 2019 and 2023. Tribune determines if an arrangement is a lease at inception. Operating leases are included in lease ROU assets, current portion of long-term lease liabilities, and long-term lease liabilities on the consolidated balance sheets. Finance leases are included in property, plant and equipment, current portion of long-term debt and long-term debt on the consolidated balance sheets. Amortization of the operating leases ROU assets is included in other operating expenses. Amortization of finance leases is included in depreciation expense. Sublease income is included as an offset to lease expense in other operating expenses. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, Tribune uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The recorded operating lease ROU asset on the balance sheet reflects lease payments made to date and excludes lease incentives and initial direct costs incurred. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Certain lease agreements have lease and non-lease components, which are generally accounted for together. Below is a summary of information related to the Company’s leases (in thousands) for the three months ended March 31, 2019 : Lease cost: Finance lease cost $ 78 Operating lease cost 7,496 Variable lease cost 1,625 Sublease income (1,129 ) Total lease cost $ 8,070 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,305 Financing cash flows from finance leases $ 50 Right of use assets obtained in exchange for new operating lease liabilities $ 121 Weighted average remaining lease term - finance leases 2.0 Weighted average remaining lease term - operating leases 6.4 Weighted average discount rate - finance leases 5.7 % Weighted average discount rate - operating leases 4.72 % Future minimum lease payments under noncancelable operating lease arrangements having initial terms of one year or more as of March 31, 2019 are as follows (in thousands): Operating leases Finance leases Subleases 4/1/2019 - 3/30/2020 $ 31,589 $ 413 $ 3,966 3/31/2020 - 3/28/2021 28,977 100 3,300 3/29/2021 - 3/27/2022 26,333 6,892 2,491 3/28/2022 - 3/26/2023 24,036 — 2,280 3/27/2023 - 3/31/2024 12,701 — 1,582 Thereafter 39,461 — — Total future lease payments $ 163,097 $ 7,405 $ 13,619 Less imputed interest $ 24,094 $ 225 $ — Net future minimum lease payments $ 139,003 $ 7,180 $ 13,619 |
LEASES | LEASES Tribune’s leased facilities are approximately 4.0 million square feet in the aggregate. The Company currently has leased newspaper production facilities in Connecticut, Florida, Illinois, Maryland, New Jersey, and Pennsylvania, however Tribune owns substantially all of the production equipment. For printing plants, the initial lease term is 10 years with two options to renew for additional 10 year terms. For distribution facilities, the initial lease term is generally five years , with options to renew either two or three additional five year terms. Our corporate headquarters are located at 160 N. Stetson Avenue, Chicago, Illinois. The lease is for approximately 137,000 square feet with a 10 year and 11 month term for one floor and a 12 year term for four floors, expiring in 2028 and 2030, respectively. The Company has rent escalations, rent holidays and leasehold improvement incentives which are included in the determination of the right-of-use asset (“ROU”) and the lease liabilities. Tribune subleases certain facilities that are approximately 0.1 million square feet in aggregate. The terms of these subleases are from five to seven years and expire between 2019 and 2023. Tribune determines if an arrangement is a lease at inception. Operating leases are included in lease ROU assets, current portion of long-term lease liabilities, and long-term lease liabilities on the consolidated balance sheets. Finance leases are included in property, plant and equipment, current portion of long-term debt and long-term debt on the consolidated balance sheets. Amortization of the operating leases ROU assets is included in other operating expenses. Amortization of finance leases is included in depreciation expense. Sublease income is included as an offset to lease expense in other operating expenses. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, Tribune uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The recorded operating lease ROU asset on the balance sheet reflects lease payments made to date and excludes lease incentives and initial direct costs incurred. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Certain lease agreements have lease and non-lease components, which are generally accounted for together. Below is a summary of information related to the Company’s leases (in thousands) for the three months ended March 31, 2019 : Lease cost: Finance lease cost $ 78 Operating lease cost 7,496 Variable lease cost 1,625 Sublease income (1,129 ) Total lease cost $ 8,070 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,305 Financing cash flows from finance leases $ 50 Right of use assets obtained in exchange for new operating lease liabilities $ 121 Weighted average remaining lease term - finance leases 2.0 Weighted average remaining lease term - operating leases 6.4 Weighted average discount rate - finance leases 5.7 % Weighted average discount rate - operating leases 4.72 % Future minimum lease payments under noncancelable operating lease arrangements having initial terms of one year or more as of March 31, 2019 are as follows (in thousands): Operating leases Finance leases Subleases 4/1/2019 - 3/30/2020 $ 31,589 $ 413 $ 3,966 3/31/2020 - 3/28/2021 28,977 100 3,300 3/29/2021 - 3/27/2022 26,333 6,892 2,491 3/28/2022 - 3/26/2023 24,036 — 2,280 3/27/2023 - 3/31/2024 12,701 — 1,582 Thereafter 39,461 — — Total future lease payments $ 163,097 $ 7,405 $ 13,619 Less imputed interest $ 24,094 $ 225 $ — Net future minimum lease payments $ 139,003 $ 7,180 $ 13,619 |
LEASES | LEASES Tribune’s leased facilities are approximately 4.0 million square feet in the aggregate. The Company currently has leased newspaper production facilities in Connecticut, Florida, Illinois, Maryland, New Jersey, and Pennsylvania, however Tribune owns substantially all of the production equipment. For printing plants, the initial lease term is 10 years with two options to renew for additional 10 year terms. For distribution facilities, the initial lease term is generally five years , with options to renew either two or three additional five year terms. Our corporate headquarters are located at 160 N. Stetson Avenue, Chicago, Illinois. The lease is for approximately 137,000 square feet with a 10 year and 11 month term for one floor and a 12 year term for four floors, expiring in 2028 and 2030, respectively. The Company has rent escalations, rent holidays and leasehold improvement incentives which are included in the determination of the right-of-use asset (“ROU”) and the lease liabilities. Tribune subleases certain facilities that are approximately 0.1 million square feet in aggregate. The terms of these subleases are from five to seven years and expire between 2019 and 2023. Tribune determines if an arrangement is a lease at inception. Operating leases are included in lease ROU assets, current portion of long-term lease liabilities, and long-term lease liabilities on the consolidated balance sheets. Finance leases are included in property, plant and equipment, current portion of long-term debt and long-term debt on the consolidated balance sheets. Amortization of the operating leases ROU assets is included in other operating expenses. Amortization of finance leases is included in depreciation expense. Sublease income is included as an offset to lease expense in other operating expenses. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, Tribune uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The recorded operating lease ROU asset on the balance sheet reflects lease payments made to date and excludes lease incentives and initial direct costs incurred. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Certain lease agreements have lease and non-lease components, which are generally accounted for together. Below is a summary of information related to the Company’s leases (in thousands) for the three months ended March 31, 2019 : Lease cost: Finance lease cost $ 78 Operating lease cost 7,496 Variable lease cost 1,625 Sublease income (1,129 ) Total lease cost $ 8,070 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,305 Financing cash flows from finance leases $ 50 Right of use assets obtained in exchange for new operating lease liabilities $ 121 Weighted average remaining lease term - finance leases 2.0 Weighted average remaining lease term - operating leases 6.4 Weighted average discount rate - finance leases 5.7 % Weighted average discount rate - operating leases 4.72 % Future minimum lease payments under noncancelable operating lease arrangements having initial terms of one year or more as of March 31, 2019 are as follows (in thousands): Operating leases Finance leases Subleases 4/1/2019 - 3/30/2020 $ 31,589 $ 413 $ 3,966 3/31/2020 - 3/28/2021 28,977 100 3,300 3/29/2021 - 3/27/2022 26,333 6,892 2,491 3/28/2022 - 3/26/2023 24,036 — 2,280 3/27/2023 - 3/31/2024 12,701 — 1,582 Thereafter 39,461 — — Total future lease payments $ 163,097 $ 7,405 $ 13,619 Less imputed interest $ 24,094 $ 225 $ — Net future minimum lease payments $ 139,003 $ 7,180 $ 13,619 |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2019 | |
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. 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 30, 2018 , the Company had a contract liabilities balance from continuing operations of $54.0 million , of which $34.4 million has been recognized as revenue in the three months ended March 31, 2019 . The Company’s revenues disaggregated by type of revenue and segment are presented in Note 17 . 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 | 3 Months Ended |
Mar. 31, 2019 | |
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 three months ended March 31, 2019 , the Company implemented reductions in staffing levels in its operations of 89 positions for which the Company recorded pretax charges related to these reductions and executive separations totaling $7.0 million . These reductions include 23 positions related to the voluntary severance incentive plan initiated in the fourth quarter of 2018. The related salary continuation payments began during the first quarter and are expected to continue through the first quarter of 2020. Included in the first quarter severance charge is approximately $4.0 million related to the separation of the Company’s CEO and two senior executives in the digital space. Each of these employees had employment contracts which provided for immediate payout of any contractual compensation under the employment agreement in the event of separation. These employment agreements were amended to permit payment of the severance as salary continuation over the remainder of 2019, during which time equity-based awards would continue to vest. The severance payments to these executives, including compensation and medical benefits, if any, were accrued in the first quarter of 2019. Additionally, as a result of the separation the Company recognized accelerated stock based compensation expense in the first quarter of 2019 of $1.5 million . During the three months ended April 1, 2018 , the Company identified reductions in staffing levels of 182 positions for which the Company recorded pretax charges related to these reductions totaling $5.7 million . A summary of the activity with respect to the Company’s severance accrual for the three months ended March 31, 2019 is as follows (in thousands): Balance at December 30, 2018 $ 28,845 Provision 7,042 Payments (19,461 ) Balance at March 31, 2019 $ 16,426 Charges for severance and related expenses are included in compensation expense in the accompanying Consolidated Statements of Loss . |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2019 | |
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. On January 17, 2019, this agreement was amended to extend the date of transition services to June 30, 2020. Either party may discontinue all or a portion of the services being provided to such party by providing 60 days advance notice. See Note 7 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 commingled contracts and processes. Such costs include newsprint, rent, benefits, and other operating activities. The TSA provides for reimbursement to the Company for such charges until the contracts and processes can be separated. Additionally, the Company receives some revenue payments related to commingled revenue contracts that include the California Properties. These payments are reimbursed to NantMedia. A summary of the activity with respect to the TSA for the three and three months ended March 31, 2019 is as follows (in thousands): Three months ended March 31, 2019 Accounts receivable from NantMedia beginning balance $ 17,909 Revenue for TSA services 7,005 Reimbursable costs 16,346 Amounts received for TSA services (5,866 ) Amounts received for reimbursable costs (25,237 ) Amounts paid to third parties under commingled revenue contracts 6,065 Amounts collected from third parties under commingled revenue contracts (5,447 ) Accounts receivable from NantMedia balance as of March 31, 2019 (i) $ 10,775 (i) The accounts receivable from NantMedia balance as of March 31, 2019 consists of $8.6 million of charges which had been billed and $2.2 million of charges which had not been billed as of that date. 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”). 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. 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 year 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. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Virginian-Pilot On May 28, 2018, 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, for a cash purchase price of $34.0 million less a post-close working capital adjustment of $0.1 million from the seller. During the first quarter of 2019, the Company completed the determination of the fair value of the assets acquired, including intangible assets and noncontrolling interest, and liabilities assumed. There were no adjustment to the allocation of the purchase price which is as follows (in thousands): Consideration Cash consideration for acquisition $ 33,912 Total consideration 33,912 Allocated Fair Value of Acquired Assets and Assumed Liabilities Accounts receivable and other current assets 8,257 Property, plant and equipment 29,843 Mastheads 4,700 Intangible assets subject to amortization 1,300 Accounts payable and other current liabilities (10,749 ) Other long term obligations (68 ) Total identifiable assets (liabilities), net 33,283 Goodwill 629 Total net assets acquired $ 33,912 |
DISPOSITIONS AND DISCONTINUED O
DISPOSITIONS AND DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITIONS AND DISCONTINUED OPERATIONS | DISPOSITIONS AND DISCONTINUED OPERATIONS 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, less a post-closing working capital adjustment to the buyer of $9.7 million (the "Nant Transaction"). The Nant Transaction closed on June 18, 2018 and resulted in a pre-tax gain of $404.8 million . The operations of the California Properties were included in both the M and X segments. 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 for the three months ended April 1, 2018, included in the Consolidated Statements of Loss are comprised of the following (in thousands): Operating revenues $ 117,077 Operating expenses: Compensation 33,698 Newsprint and ink 7,436 Outside services 31,575 Other operating expenses 29,887 Depreciation and amortization 2,058 Total operating expenses 104,654 Income from operations 12,423 Interest expense, net (30 ) Gain on equity investments, net 725 Income tax expense (588 ) Income from discontinued operations, net of tax $ 13,706 Discontinued operations by segment for the three months ended April 1, 2018, are presented below (in thousands): Operating revenues M $ 104,206 X 12,859 Corporate and eliminations 12 $ 117,077 Income from Operations M $ 10,416 X 2,007 Corporate and eliminations — $ 12,423 Depreciation and amortization M $ 1,993 X 65 $ 2,058 The following table presents the aggregate carrying amounts of assets and liabilities related to discontinued operations in the Consolidated Balance Sheets (in thousands): March 31, 2019 December 30, 2018 Carrying amount of liabilities associated with discontinued operations: Income Tax Payable 6,249 6,249 Total liabilities associated with discontinued operations $ 6,249 $ 6,249 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following (in thousands): As of March 31, 2019 December 30, 2018 Newsprint $ 8,968 $ 9,273 Supplies and other 299 314 Total inventories $ 9,267 $ 9,587 Inventories are stated at the lower of cost or net realizable value determined using the first-in, first-out basis for all inventories. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and other intangible assets at March 31, 2019 and December 30, 2018 , consisted of the following (in thousands): March 31, 2019 December 30, 2018 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 $ (4,987 ) $ 2,325 $ 7,312 $ (4,730 ) $ 2,582 Advertiser relationships (useful life of 2 to 13 years) 27,648 (13,151 ) 14,497 27,648 (12,497 ) 15,151 Tradenames (useful life of 20 years) 15,100 (3,538 ) 11,562 15,100 (3,343 ) 11,757 Other (useful life of 1 to 20 years) 16,181 (4,611 ) 11,570 17,744 (4,831 ) 12,913 Total intangible assets subject to amortization $ 66,241 $ (26,287 ) 39,954 $ 67,804 $ (25,401 ) 42,403 Software (useful life of 2 to 10 years) $ 139,095 $ (112,927 ) 26,168 $ 136,005 $ (108,888 ) 27,117 Goodwill and other intangible assets not subject to amortization: Goodwill 132,172 132,146 Newspaper mastheads 34,826 34,826 Total goodwill and other intangible assets $ 233,120 $ 236,492 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the three months ended March 31, 2019 , the Company recorded an income tax benefit related to continuing operations of $2.9 million . The effective tax rate on pretax income was 37.9% in the three months ended March 31, 2019 . For the three months ended March 31, 2019 , 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. For the three months ended April 1, 2018 , the Company recorded an income tax benefit of $6.6 million . The effective tax rate on pretax income from continuing operations was 19.1% in the three months ended April 1, 2018 . For the three months ended April 1, 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. For fiscal year 2018, the Company forecasted a full year pretax loss. 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. |
PENSION AND OTHER POSTRETIREMEN
PENSION AND OTHER POSTRETIREMENT BENEFITS | 3 Months Ended |
Mar. 31, 2019 | |
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. In April 2019, the Company made a contribution of $10.1 million to the amended rehabilitation plan for the Chicago Newspaper Publishers Drivers’ Union Pension Plan which will be expensed in the second quarter of 2019. The Company expects to contribute $1.6 million in the remainder of 2019. Defined Benefit Plans The Company is the sponsor of a single-employer defined benefit plan, the Daily News Retirement Plan (the “NYDN Pension Plan”). The NYDN Pension Plan provides benefits to certain current and former employees of the New York Daily News . As of March 31, 2018, future benefits under the NYDN Pension Plan were frozen and no new participants are permitted after that time. The Company contributed $0.5 million to the NYDN Pension Plan in the three months ended March 31, 2019 . The Company expects to contribute $2.0 million to the NYDN Pension Plan during the remainder of 2019. The components of net periodic benefit for the NYDN Pension Plan are as follows (in thousands): Three Months Ended Affected Line Items in the Consolidated Statements of Loss March 31, 2019 April 1, 2018 Service cost $ 80 $ 80 Compensation Interest cost 811 811 Other income, net Expected return on assets (1,168 ) (1,168 ) Other income, net Net periodic benefit $ (277 ) $ (277 ) Postretirement Benefits Other Than Pensions The Company provides postretirement health care to retirees pursuant to a number of benefit plans. The plans are frozen for new non-union employees. There is some variation in the provisions of these plans, including different provisions for lifetime maximums, prescription drug coverage and certain other benefits. The components of net periodic benefit credit for the Company’s postretirement health care and life insurance plans are as follows (in thousands): Three Months Ended Affected Line Items in the Consolidated Statements of Loss March 31, 2019 April 1, 2018 Service cost $ 4 $ 3 Compensation Interest cost 10 9 Other income, net Amortization of prior service credits (82 ) (2,634 ) Other income, net Amortization of actuarial gains — (658 ) Other income, net Net periodic benefit $ (68 ) $ (3,280 ) |
NONCONTROLLING INTEREST
NONCONTROLLING INTEREST | 3 Months Ended |
Mar. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | NONCONTROLLING INTEREST The noncontrolling interest represents the 40% membership interest in BestReviews not owned by the Company. In connection with acquisition of BestReviews, the Company and the seller entered into an amended and restated limited liability company agreement of BestReviews (the “LLC Agreement”). Subject to the terms of the LLC Agreement, the Company currently has the right, which began six months after the closing date of the acquisition, to purchase all (but not less than all) of the remaining 40% of the membership interests of BestReviews (the “Call Option”). In addition, beginning six months after closing date of the acquisition, the Company is entitled to exercise a one-time right to purchase 25% of the units of membership interest of BestReviews retained by the seller with terms identical to those applicable to the Call Option. The seller also has the right, beginning three years after closing date of the acquisition, to cause the Company to purchase all (but not less than all) of the remaining 40% of the membership interests of BestReviews (the “Put Option”) at a purchase price to be determined in the same manner as if the Call Option was exercised. The noncontrolling interest is presented between liabilities and stockholders’ equity within the Company’s consolidated balance sheet because the Put Option described above 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. A summary of the activity with respect to non-controlling interest for the three months ended March 31, 2019 is as follows (in thousands): Balance at December 30, 2018 $ 39,756 Loss attributable to noncontrolling interest (39 ) Balance at March 31, 2019 $ 39,717 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per common share is calculated by dividing net income (loss) attributable to Tribune common stockholders by the weighted average number of shares of common stock outstanding. Diluted earnings per common share is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of common shares under equity-based compensation plans, except where the inclusion of such common shares would have an anti-dilutive impact. In accordance with ASC 260-10-55, net 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 months ended March 31, 2019 and April 1, 2018 , basic and diluted earnings per common share were as follows (in thousands, except per share amounts): Three Months Ended March 31, 2019 April 1, 2018 Income (Loss) - Numerator: Net loss from continuing operations $ (4,714 ) $ (28,071 ) Less: Net income (loss) from continuing operations attributable to noncontrolling interest (39 ) 262 Loss available to common shareholders, before discontinued operations (4,675 ) (28,333 ) Income from discontinued operations — 13,706 Net loss available to Tribune stockholders $ (4,675 ) $ (14,627 ) Shares - Denominator: Weighted average number of common shares outstanding (basic) 35,628 34,801 Dilutive effect of employee stock options and RSUs — — Adjusted weighted average shares outstanding (diluted) 35,628 34,801 Net loss attributable to Tribune per common share: Continuing operations $ (0.13 ) $ (0.81 ) Discontinued operations — 0.39 Net loss per common share $ (0.13 ) $ (0.42 ) Diluted loss per common share: Continuing operations $ (0.13 ) $ (0.81 ) Discontinued operations — 0.39 Net loss per common share-diluted $ (0.13 ) $ (0.42 ) 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 and 1,022,387 for both the three months ended March 31, 2019 and April 1, 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 1,224,481 and 1,912,370 for both the three months ended March 31, 2019 and April 1, 2018 , respectively. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Stock Repurchases On March 13, 2019, the Board of Directors authorized $25.0 million to be used for stock repurchases for 24 months from the date of authorization. No repurchases were made in the three months ended March 31, 2019. 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 expired on February 4, 2019 or 30 days after the consulting agreement with Merrick Ventures. 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 25.4% of Tribune common stock as of March 31, 2019 . 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 24.5% of the outstanding shares of Tribune common stock as of March 31, 2019 . 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. On January 17, 2019, Dr. Patrick Soon-Shiong, NantMedia Holdings, LLC and Nant Capital entered into a Standstill and Voting Agreement (“Standstill Agreement”) with the Company. The Standstill Agreement provides that until June 30, 2020, Dr. Patrick Soon-Shiong, Nant Media, and Nant Capital will not (a) make or participate in any solicitation of proxies to vote, or seek to advise or knowingly influence any person with respect to the voting of any voting securities of the Company, (b) join or participate in a “group” (as defined in the rules of the SEC) in connection with any securities of the Company or (c) seek to control or knowingly influence the management, board of directors or policies of the Company. Furthermore, under the Standstill Agreement, Dr. Patrick Soon-Shiong, Nant Media and Nant Capital will, until June 30, 2020, vote their shares of common stock (a) in favor of each nominee or director designated by the Nominating and Governance Committee of the Board of Directors at each election of directors and (b) in accordance with the Board’s recommendations on any change of control transaction involving the Company at or above a minimum purchase price. The Company has recorded a charge to non-operating expense for $0.5 million related to the Standstill Agreement. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 3 Months Ended |
Mar. 31, 2019 | |
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 30, 2018 $ (39 ) $ 303 $ (237 ) $ 27 Amounts reclassified from AOCI — (59 ) — (59 ) Foreign currency translation adjustments (2 ) — — (2 ) Balance at March 31, 2019 $ (41 ) $ 244 $ (237 ) $ (34 ) The following table presents the amounts and line items in the Consolidated Statements of Loss where adjustments reclassified from accumulated other comprehensive income (loss) were recorded during the three months ended March 31, 2019 and April 1, 2018 (in thousands): Three Months Ended March 31, 2019 April 1, 2018 Affected Line Items in the Consolidated Statements of Loss Accumulated Other Comprehensive Income (Loss) Components Pension and postretirement benefit adjustments: Amortization of prior service credits $ (82 ) $ (2,634 ) Other income, net Amortization of actuarial gains — (658 ) Other income, net Total before taxes (82 ) (3,292 ) Tax effect (23 ) (915 ) Income tax benefit Total reclassifications for the period $ (59 ) $ (2,377 ) |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
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. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2019 | |
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. 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 (loss) from operations, which is defined as income (loss) from operations before net interest expense, gain on investment transactions, reorganization items and income taxes. Disaggregated operating revenues and income (loss) from continuing operations by operating segment for the three months ended March 31, 2019 and April 1, 2018 , respectively, were as follows for the periods indicated (in thousands): Three Months Ended M X Corporate and Eliminations Consolidated (Print) (Digital) Mar 31, 2019 Apr 1, 2018 Mar 31, 2019 Apr 1, 2018 Mar 31, 2019 Apr 1, 2018 Mar 31, 2019 Apr 1, 2018 Advertising $ 75,932 $ 82,742 $ 20,836 $ 22,050 $ — $ — $ 96,768 $ 104,792 Circulation 86,670 84,626 — — — — 86,670 84,626 Commercial print and delivery 24,459 27,005 — — — — 24,459 27,005 Direct mail 8,638 7,603 — — — — 8,638 7,603 Content syndication and other 2,326 2,235 18,747 13,094 6,917 (989 ) 27,990 14,340 Other 35,423 36,843 18,747 13,094 6,917 (989 ) 61,087 48,948 Operating revenues 198,025 204,211 39,583 35,144 6,917 (989 ) 244,525 238,366 Operating expenses 184,227 204,411 44,783 35,755 22,917 29,278 251,927 269,444 Income (loss) from operations $ 13,798 $ (200 ) $ (5,200 ) $ (611 ) $ (16,000 ) $ (30,267 ) (7,402 ) (31,078 ) Interest income (expense), net 220 (6,564 ) Loss on early extinguishment of debt — — Loss on investments, net (487 ) (729 ) Other income, net 73 3,663 Loss from continuing operations before income taxes $ (7,596 ) $ (34,708 ) Depreciation and amortization $ 6,286 $ 3,972 $ 2,177 $ 4,549 $ 3,621 $ 3,925 $ 12,084 $ 12,446 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 | 3 Months Ended |
Mar. 31, 2019 | |
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): Three months ended March 31, 2019 April 1, 2018 Cash paid during the period for: Interest $ — $ 5,272 Income taxes, net of refunds (141 ) 167 Non-cash items in investing activities: Value of shares issued for acquisition — 34,595 The Company established restricted cash to collateralize outstanding letters of credit related to workers compensation obligations. The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported within the Consolidated Condensed Balance Sheet that sum to the cash, cash equivalents and restricted cash as reported in the Consolidated Statement of Cash Flows (in thousands): As of March 31, 2019 December 30, 2018 Cash and cash equivalents $ 98,206 $ 97,560 Restricted cash included in other assets 43,947 43,947 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 142,153 $ 141,507 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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 2019 ends on December 29, 2019 and fiscal year 2018 ended on December 30, 2018. Fiscal year 2019 and 2018 are 52-week years with 13 weeks in each quarter. |
Basis of Presentation | Basis of Presentation —T he accompanying unaudited Consolidated Financial Statements and notes of the Company have been prepared in accordance with United States generally accepted accounting principles ( “U.S. GAAP ”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates. In the opinion of management, the financial statements contain all adjustments necessary to present fairly the financial position of Tribune as of March 31, 2019 and December 30, 2018 and the results of operations for the three months ended March 31, 2019 and April 1, 2018 , respectively, and the cash flows for the three months ended March 31, 2019 and April 1, 2018 , 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, results of these operations for all periods presented have been reflected as discontinued operations in the accompanying Consolidated Financial Statements. Additionally, assets and liabilities related to the divested properties are classified as such in all 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 consisting of the California Properties and forsalebyowner.com. |
New Accounting Standards | Accounting standards adopted in 2019 —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”). 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). ASU 2018-15 can be applied either retrospectively or prospectively. ASU 2018-15 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 adopted this standard effective the beginning of fiscal year 2019 and will apply the provisions of the standard prospectively. The adoption had no material effect on 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 (“ASU 2018-02”) . ASU 2018-02 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. ASU 2018-02 is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted this standard effective the beginning of fiscal year 2019 and adoption had no material effect on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Topic 842, Leases (“ASC 842”), which requires lessees to recognize lease assets and lease liabilities for operating leases. The Company adopted this standard effective December 31, 2018 using the modified retrospective transition method whereby the Company applied the new standard at the adoption date and recognized a cumulative-effect adjustment of $1.8 million , net of tax of $0.7 million , to reduce the opening balance of retained earnings in the first quarter of 2019, primarily due to lease impairments determined during the adoption. The Company has elected the practical expedients which allow the Company to forgo reassessing whether existing contracts are or contain leases, forgo reassessing the classification of existing leases, forgo reassessing initial direct costs of existing leases at the initial application date and to combine lease and nonlease components. Additionally, the Company did not consider any leases with original lease terms less than one year. See Note 2 for additional disclosures related to the Company’s leases. Accounting standards not yet adopted —In June 2016, the FASB issued ASU 2016-13, Topic 326, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured as amortized cost. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. The Company expects to adopt the standard effective December 30, 2019. The Company is currently reviewing the requirements of the standard. |
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. |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease Cost | Below is a summary of information related to the Company’s leases (in thousands) for the three months ended March 31, 2019 : Lease cost: Finance lease cost $ 78 Operating lease cost 7,496 Variable lease cost 1,625 Sublease income (1,129 ) Total lease cost $ 8,070 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,305 Financing cash flows from finance leases $ 50 Right of use assets obtained in exchange for new operating lease liabilities $ 121 Weighted average remaining lease term - finance leases 2.0 Weighted average remaining lease term - operating leases 6.4 Weighted average discount rate - finance leases 5.7 % Weighted average discount rate - operating leases 4.72 % |
Future Minimum Lease Payments, Operating | Future minimum lease payments under noncancelable operating lease arrangements having initial terms of one year or more as of March 31, 2019 are as follows (in thousands): Operating leases Finance leases Subleases 4/1/2019 - 3/30/2020 $ 31,589 $ 413 $ 3,966 3/31/2020 - 3/28/2021 28,977 100 3,300 3/29/2021 - 3/27/2022 26,333 6,892 2,491 3/28/2022 - 3/26/2023 24,036 — 2,280 3/27/2023 - 3/31/2024 12,701 — 1,582 Thereafter 39,461 — — Total future lease payments $ 163,097 $ 7,405 $ 13,619 Less imputed interest $ 24,094 $ 225 $ — Net future minimum lease payments $ 139,003 $ 7,180 $ 13,619 |
Future Minimum Lease Payments, Finance | Future minimum lease payments under noncancelable operating lease arrangements having initial terms of one year or more as of March 31, 2019 are as follows (in thousands): Operating leases Finance leases Subleases 4/1/2019 - 3/30/2020 $ 31,589 $ 413 $ 3,966 3/31/2020 - 3/28/2021 28,977 100 3,300 3/29/2021 - 3/27/2022 26,333 6,892 2,491 3/28/2022 - 3/26/2023 24,036 — 2,280 3/27/2023 - 3/31/2024 12,701 — 1,582 Thereafter 39,461 — — Total future lease payments $ 163,097 $ 7,405 $ 13,619 Less imputed interest $ 24,094 $ 225 $ — Net future minimum lease payments $ 139,003 $ 7,180 $ 13,619 |
Future Minimum Lease Payments, Sublease | Future minimum lease payments under noncancelable operating lease arrangements having initial terms of one year or more as of March 31, 2019 are as follows (in thousands): Operating leases Finance leases Subleases 4/1/2019 - 3/30/2020 $ 31,589 $ 413 $ 3,966 3/31/2020 - 3/28/2021 28,977 100 3,300 3/29/2021 - 3/27/2022 26,333 6,892 2,491 3/28/2022 - 3/26/2023 24,036 — 2,280 3/27/2023 - 3/31/2024 12,701 — 1,582 Thereafter 39,461 — — Total future lease payments $ 163,097 $ 7,405 $ 13,619 Less imputed interest $ 24,094 $ 225 $ — Net future minimum lease payments $ 139,003 $ 7,180 $ 13,619 |
CHANGES IN OPERATIONS (Tables)
CHANGES IN OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 three months ended March 31, 2019 is as follows (in thousands): Balance at December 30, 2018 $ 28,845 Provision 7,042 Payments (19,461 ) Balance at March 31, 2019 $ 16,426 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | A summary of the activity with respect to the TSA for the three and three months ended March 31, 2019 is as follows (in thousands): Three months ended March 31, 2019 Accounts receivable from NantMedia beginning balance $ 17,909 Revenue for TSA services 7,005 Reimbursable costs 16,346 Amounts received for TSA services (5,866 ) Amounts received for reimbursable costs (25,237 ) Amounts paid to third parties under commingled revenue contracts 6,065 Amounts collected from third parties under commingled revenue contracts (5,447 ) Accounts receivable from NantMedia balance as of March 31, 2019 (i) $ 10,775 (i) The accounts receivable from NantMedia balance as of March 31, 2019 consists of $8.6 million of charges which had been billed and $2.2 million of charges which had not been billed as of that date. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition | There were no adjustment to the allocation of the purchase price which is as follows (in thousands): Consideration Cash consideration for acquisition $ 33,912 Total consideration 33,912 Allocated Fair Value of Acquired Assets and Assumed Liabilities Accounts receivable and other current assets 8,257 Property, plant and equipment 29,843 Mastheads 4,700 Intangible assets subject to amortization 1,300 Accounts payable and other current liabilities (10,749 ) Other long term obligations (68 ) Total identifiable assets (liabilities), net 33,283 Goodwill 629 Total net assets acquired $ 33,912 |
DISPOSITIONS AND DISCONTINUED_2
DISPOSITIONS AND DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations by Segment | Earnings from discontinued operations for the three months ended April 1, 2018, included in the Consolidated Statements of Loss are comprised of the following (in thousands): Operating revenues $ 117,077 Operating expenses: Compensation 33,698 Newsprint and ink 7,436 Outside services 31,575 Other operating expenses 29,887 Depreciation and amortization 2,058 Total operating expenses 104,654 Income from operations 12,423 Interest expense, net (30 ) Gain on equity investments, net 725 Income tax expense (588 ) Income from discontinued operations, net of tax $ 13,706 Discontinued operations by segment for the three months ended April 1, 2018, are presented below (in thousands): Operating revenues M $ 104,206 X 12,859 Corporate and eliminations 12 $ 117,077 Income from Operations M $ 10,416 X 2,007 Corporate and eliminations — $ 12,423 Depreciation and amortization M $ 1,993 X 65 $ 2,058 |
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): March 31, 2019 December 30, 2018 Carrying amount of liabilities associated with discontinued operations: Income Tax Payable 6,249 6,249 Total liabilities associated with discontinued operations $ 6,249 $ 6,249 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories consisted of the following (in thousands): As of March 31, 2019 December 30, 2018 Newsprint $ 8,968 $ 9,273 Supplies and other 299 314 Total inventories $ 9,267 $ 9,587 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of goodwill, other intangible assets | Goodwill and other intangible assets at March 31, 2019 and December 30, 2018 , consisted of the following (in thousands): March 31, 2019 December 30, 2018 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 $ (4,987 ) $ 2,325 $ 7,312 $ (4,730 ) $ 2,582 Advertiser relationships (useful life of 2 to 13 years) 27,648 (13,151 ) 14,497 27,648 (12,497 ) 15,151 Tradenames (useful life of 20 years) 15,100 (3,538 ) 11,562 15,100 (3,343 ) 11,757 Other (useful life of 1 to 20 years) 16,181 (4,611 ) 11,570 17,744 (4,831 ) 12,913 Total intangible assets subject to amortization $ 66,241 $ (26,287 ) 39,954 $ 67,804 $ (25,401 ) 42,403 Software (useful life of 2 to 10 years) $ 139,095 $ (112,927 ) 26,168 $ 136,005 $ (108,888 ) 27,117 Goodwill and other intangible assets not subject to amortization: Goodwill 132,172 132,146 Newspaper mastheads 34,826 34,826 Total goodwill and other intangible assets $ 233,120 $ 236,492 |
PENSION AND OTHER POSTRETIREM_2
PENSION AND OTHER POSTRETIREMENT BENEFITS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 Affected Line Items in the Consolidated Statements of Loss March 31, 2019 April 1, 2018 Service cost $ 80 $ 80 Compensation Interest cost 811 811 Other income, net Expected return on assets (1,168 ) (1,168 ) Other income, net Net periodic benefit $ (277 ) $ (277 ) |
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 are as follows (in thousands): Three Months Ended Affected Line Items in the Consolidated Statements of Loss March 31, 2019 April 1, 2018 Service cost $ 4 $ 3 Compensation Interest cost 10 9 Other income, net Amortization of prior service credits (82 ) (2,634 ) Other income, net Amortization of actuarial gains — (658 ) Other income, net Net periodic benefit $ (68 ) $ (3,280 ) |
NONCONTROLLING INTEREST (Tables
NONCONTROLLING INTEREST (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Activity | A summary of the activity with respect to non-controlling interest for the three months ended March 31, 2019 is as follows (in thousands): Balance at December 30, 2018 $ 39,756 Loss attributable to noncontrolling interest (39 ) Balance at March 31, 2019 $ 39,717 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per common share | For the three months ended March 31, 2019 and April 1, 2018 , basic and diluted earnings per common share were as follows (in thousands, except per share amounts): Three Months Ended March 31, 2019 April 1, 2018 Income (Loss) - Numerator: Net loss from continuing operations $ (4,714 ) $ (28,071 ) Less: Net income (loss) from continuing operations attributable to noncontrolling interest (39 ) 262 Loss available to common shareholders, before discontinued operations (4,675 ) (28,333 ) Income from discontinued operations — 13,706 Net loss available to Tribune stockholders $ (4,675 ) $ (14,627 ) Shares - Denominator: Weighted average number of common shares outstanding (basic) 35,628 34,801 Dilutive effect of employee stock options and RSUs — — Adjusted weighted average shares outstanding (diluted) 35,628 34,801 Net loss attributable to Tribune per common share: Continuing operations $ (0.13 ) $ (0.81 ) Discontinued operations — 0.39 Net loss per common share $ (0.13 ) $ (0.42 ) Diluted loss per common share: Continuing operations $ (0.13 ) $ (0.81 ) Discontinued operations — 0.39 Net loss per common share-diluted $ (0.13 ) $ (0.42 ) |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 30, 2018 $ (39 ) $ 303 $ (237 ) $ 27 Amounts reclassified from AOCI — (59 ) — (59 ) Foreign currency translation adjustments (2 ) — — (2 ) Balance at March 31, 2019 $ (41 ) $ 244 $ (237 ) $ (34 ) |
Schedule of reclassification out of accumulated other comprehensive income (loss) | The following table presents the amounts and line items in the Consolidated Statements of Loss where adjustments reclassified from accumulated other comprehensive income (loss) were recorded during the three months ended March 31, 2019 and April 1, 2018 (in thousands): Three Months Ended March 31, 2019 April 1, 2018 Affected Line Items in the Consolidated Statements of Loss Accumulated Other Comprehensive Income (Loss) Components Pension and postretirement benefit adjustments: Amortization of prior service credits $ (82 ) $ (2,634 ) Other income, net Amortization of actuarial gains — (658 ) Other income, net Total before taxes (82 ) (3,292 ) Tax effect (23 ) (915 ) Income tax benefit Total reclassifications for the period $ (59 ) $ (2,377 ) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and April 1, 2018 , respectively, were as follows for the periods indicated (in thousands): Three Months Ended M X Corporate and Eliminations Consolidated (Print) (Digital) Mar 31, 2019 Apr 1, 2018 Mar 31, 2019 Apr 1, 2018 Mar 31, 2019 Apr 1, 2018 Mar 31, 2019 Apr 1, 2018 Advertising $ 75,932 $ 82,742 $ 20,836 $ 22,050 $ — $ — $ 96,768 $ 104,792 Circulation 86,670 84,626 — — — — 86,670 84,626 Commercial print and delivery 24,459 27,005 — — — — 24,459 27,005 Direct mail 8,638 7,603 — — — — 8,638 7,603 Content syndication and other 2,326 2,235 18,747 13,094 6,917 (989 ) 27,990 14,340 Other 35,423 36,843 18,747 13,094 6,917 (989 ) 61,087 48,948 Operating revenues 198,025 204,211 39,583 35,144 6,917 (989 ) 244,525 238,366 Operating expenses 184,227 204,411 44,783 35,755 22,917 29,278 251,927 269,444 Income (loss) from operations $ 13,798 $ (200 ) $ (5,200 ) $ (611 ) $ (16,000 ) $ (30,267 ) (7,402 ) (31,078 ) Interest income (expense), net 220 (6,564 ) Loss on early extinguishment of debt — — Loss on investments, net (487 ) (729 ) Other income, net 73 3,663 Loss from continuing operations before income taxes $ (7,596 ) $ (34,708 ) Depreciation and amortization $ 6,286 $ 3,972 $ 2,177 $ 4,549 $ 3,621 $ 3,925 $ 12,084 $ 12,446 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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): Three months ended March 31, 2019 April 1, 2018 Cash paid during the period for: Interest $ — $ 5,272 Income taxes, net of refunds (141 ) 167 Non-cash items in investing activities: Value of shares issued for acquisition — 34,595 |
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 March 31, 2019 December 30, 2018 Cash and cash equivalents $ 98,206 $ 97,560 Restricted cash included in other assets 43,947 43,947 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 142,153 $ 141,507 |
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 March 31, 2019 December 30, 2018 Cash and cash equivalents $ 98,206 $ 97,560 Restricted cash included in other assets 43,947 43,947 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 142,153 $ 141,507 |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION - (Details) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019pulitzer_prizemarket | Dec. 30, 2018USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Number of markets | market | 8 | |
Number of Pulitzer Prizes | pulitzer_prize | 61 | |
Accounting Standards Update 2016-02 | Restatement Adjustment | Retained earnings | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative-effect adjustment, lease standard adoption, net of tax | $ 1.8 | |
Cumulative-effect adjustment, lease standard adoption, tax | $ 0.7 |
LEASES (Details)
LEASES (Details) ft² in Thousands | 3 Months Ended |
Mar. 31, 2019ft²renewal_option | |
Lessee, Lease, Description [Line Items] | |
Square footage rented | ft² | 4,000 |
Sublease facility, square footage | ft² | 100 |
Printing Plants | |
Lessee, Lease, Description [Line Items] | |
Initial lease term (in years) | 10 years |
Number of renewal options | renewal_option | 2 |
Renewal term (in years) | 10 years |
Distribution Facilities | |
Lessee, Lease, Description [Line Items] | |
Initial lease term (in years) | 5 years |
Renewal term (in years) | 5 years |
Corporate Headquarters | |
Lessee, Lease, Description [Line Items] | |
Square footage rented | ft² | 137 |
Corporate Headquarters, One Floor | |
Lessee, Lease, Description [Line Items] | |
Initial lease term (in years) | 10 years 11 months |
Corporate Headquarters, Four Floors | |
Lessee, Lease, Description [Line Items] | |
Initial lease term (in years) | 12 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Term of sublease contract | 5 years |
Minimum | Distribution Facilities | |
Lessee, Lease, Description [Line Items] | |
Number of renewal options | renewal_option | 2 |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Term of sublease contract | 7 years |
Maximum | Distribution Facilities | |
Lessee, Lease, Description [Line Items] | |
Number of renewal options | renewal_option | 3 |
LEASES - Lease Cost and Other I
LEASES - Lease Cost and Other Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Lease cost: | |
Finance lease cost | $ 78 |
Operating lease cost | 7,496 |
Variable lease cost | 1,625 |
Sublease income | (1,129) |
Total lease cost | 8,070 |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | 8,305 |
Financing cash flows from finance leases | 50 |
Right of use assets obtained in exchange for new operating lease liabilities | $ 121 |
Weighted average remaining lease term - finance leases | 2 years |
Weighted average remaining lease term - operating leases | 6 years 5 months 2 days |
Weighted average discount rate - finance leases | 5.70% |
Weighted average discount rate - operating leases | 4.72% |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Operating Lease Liabilities, Payments Due [Abstract] | |
4/1/2019 - 3/30/2020 | $ 31,589 |
3/31/2020 - 3/28/2021 | 28,977 |
3/29/2021 - 3/27/2022 | 26,333 |
3/28/2022 - 3/26/2023 | 24,036 |
3/27/2023 - 3/31/2024 | 12,701 |
Thereafter | 39,461 |
Total future lease payments | 163,097 |
Less imputed interest | 24,094 |
Net future minimum lease payments | 139,003 |
Finance Lease Liabilities, Payments, Due [Abstract] | |
4/1/2019 - 3/30/2020 | 413 |
3/31/2020 - 3/28/2021 | 100 |
3/29/2021 - 3/27/2022 | 6,892 |
3/28/2022 - 3/26/2023 | 0 |
3/27/2023 - 3/31/2024 | 0 |
Thereafter | 0 |
Total future lease payments | 7,405 |
Less imputed interest | 225 |
Net future minimum lease payments | 7,180 |
Subleases | |
4/1/2019 - 3/30/2020 | 3,966 |
3/31/2020 - 3/28/2021 | 3,300 |
3/29/2021 - 3/27/2022 | 2,491 |
3/28/2022 - 3/26/2023 | 2,280 |
3/27/2023 - 3/31/2024 | 1,582 |
Thereafter | 0 |
Total future lease payments | $ 13,619 |
REVENUE RECOGNITION - (Details)
REVENUE RECOGNITION - (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Dec. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 54 | |
Contract liabilities recognized as revenue | $ 34.4 |
CHANGES IN OPERATIONS - (Detail
CHANGES IN OPERATIONS - (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)position | Apr. 01, 2018USD ($)position | |
Restructuring Cost and Reserve [Line Items] | ||
Reductions in staffing levels in operations | position | 89 | 182 |
Restructuring charges | $ 7,042 | $ 5,700 |
M&D Severance Incentive Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Reductions in staffing levels in operations | position | 23 | |
Separation of CEO and Executives | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 4,000 | |
Stock based compensation for shares which would best during salary continuation period | $ 1,500 |
CHANGES IN OPERATIONS - Summary
CHANGES IN OPERATIONS - Summary of Severance Accrual (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | $ 28,845 | |
Provision | 7,042 | $ 5,700 |
Payments | (19,461) | |
Balance at end of period | $ 16,426 |
RELATED PARTY TRANSACTIONS - Tr
RELATED PARTY TRANSACTIONS - Transition Services Agreement (Details) - USD ($) $ in Thousands | Jun. 18, 2018 | Mar. 31, 2019 | Apr. 01, 2018 |
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||
Revenue for TSA services | $ 244,525 | $ 238,366 | |
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 | |||
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||
Charges which have been billed | 8,600 | ||
Charges which have not been billed | 2,200 | ||
Nant Media | Transaction Services Agreement | |||
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||
Accounts receivable from NantMedia beginning balance | 17,909 | ||
Accounts receivable from Nant Capital balance as of September 30, 2018 | 10,775 | ||
Nant Media | Revenue for TSA services | |||
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||
Revenue for TSA services | 7,005 | ||
Nant Media | Reimbursable costs | |||
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||
Amount of related party transaction | 16,346 | ||
Nant Media | Amounts received for TSA services | |||
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||
Amount of related party transaction | (5,866) | ||
Nant Media | Amounts received for reimbursable costs | |||
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||
Amount of related party transaction | (25,237) | ||
Nant Media | Amounts paid to third parties under commingled revenue contracts | |||
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||
Amount of related party transaction | 6,065 | ||
Nant Media | Amounts collected from third parties under commingled revenue contracts | |||
Summary of Activity in the Transition Services Agreement [Roll Forward] | |||
Amount of related party transaction | $ (5,447) |
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 | Jul. 01, 2018 | Apr. 01, 2018 |
Tribune Publishing Company, LLC | |||||
Related Party Transaction [Line Items] | |||||
Amount of related party transaction | $ 5 | ||||
Initial payment to related party | $ 5 | ||||
Related party expense | $ 7.5 | $ 12.5 | $ 15 | ||
Decrease in expenses from transactions with related party | $ 2.5 | ||||
Private placement | Affiliated entity | Merrick Shares purchase agreement | |||||
Related Party Transaction [Line Items] | |||||
Sale of stock, lock-up period | 3 years |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - Virginian-Pilot $ in Thousands | May 28, 2018USD ($) |
Business Acquisition [Line Items] | |
Cash purchase price | $ 33,912 |
Post-closing working capital adjustment | $ 100 |
ACQUISITIONS - Schedule of Virg
ACQUISITIONS - Schedule of Virginian-Pilot Acquisition (Details) - USD ($) $ in Thousands | May 28, 2018 | Mar. 31, 2019 | Dec. 30, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 132,172 | $ 132,146 | |
Virginian-Pilot | |||
Business Acquisition [Line Items] | |||
Cash consideration for acquisition | $ 33,912 | ||
Total purchase price | 33,912 | ||
Accounts receivable and other current assets | 8,257 | ||
Property, plant and equipment, including assets under capital leases | 29,843 | ||
Mastheads | 4,700 | ||
Intangible assets subject to amortization | 1,300 | ||
Accounts payable and other current liabilities | (10,749) | ||
Other long term obligations | (68) | ||
Total identifiable net assets (liabilities) | 33,283 | ||
Goodwill | 629 | ||
Total net assets acquired | $ 33,912 |
DISPOSITIONS AND DISCONTINUED_3
DISPOSITIONS AND DISCONTINUED OPERATIONS (Details) - Discontinued Operations, Disposed of by Sale - USD ($) $ in Millions | Jun. 18, 2018 | May 23, 2018 |
California Properties | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Aggregate purchase price | $ 500 | |
Post closing working capital payment | 9.7 | |
Gain (loss) on sale | $ 404.8 | |
Forsalebyowner.com | ||
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 |
DISPOSITIONS AND DISCONTINUED_4
DISPOSITIONS AND DISCONTINUED OPERATIONS - Earnings from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Operating expenses: | ||
Income from discontinued operations, net of tax | $ 0 | $ 13,706 |
Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Operating revenues | 117,077 | |
Operating expenses: | ||
Compensation | 33,698 | |
Newsprint and ink | 7,436 | |
Outside services | 31,575 | |
Other operating expenses | 29,887 | |
Depreciation and amortization | 2,058 | |
Total operating expenses | 104,654 | |
Income from operations | 12,423 | |
Interest expense, net | (30) | |
Gain on equity investments, net | 725 | |
Income tax expense | (588) | |
Income from discontinued operations, net of tax | $ 13,706 |
DISPOSITIONS AND DISCONTINUED_5
DISPOSITIONS AND DISCONTINUED OPERATIONS - Discontinued Operations by Segment (Details) - Discontinued Operations $ in Thousands | 3 Months Ended |
Apr. 01, 2018USD ($) | |
Segment Reporting Information [Line Items] | |
Operating revenues | $ 117,077 |
Income from Operations | 12,423 |
Depreciation and amortization | 2,058 |
Operating segments | M | |
Segment Reporting Information [Line Items] | |
Operating revenues | 104,206 |
Income from Operations | 10,416 |
Depreciation and amortization | 1,993 |
Operating segments | X | |
Segment Reporting Information [Line Items] | |
Operating revenues | 12,859 |
Income from Operations | 2,007 |
Depreciation and amortization | 65 |
Corporate and eliminations | |
Segment Reporting Information [Line Items] | |
Operating revenues | 12 |
Income from Operations | $ 0 |
DISPOSITIONS AND DISCONTINUED_6
DISPOSITIONS AND DISCONTINUED OPERATIONS - Assets and Liabilities Associated with Discontinued Operations (Details) - Discontinued Operations, Held-for-sale - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 30, 2018 |
Carrying amount of liabilities associated with discontinued operations: | ||
Income Tax Payable | $ 6,249 | $ 6,249 |
Total liabilities associated with discontinued operations | $ 6,249 | $ 6,249 |
INVENTORIES - Summary of Invent
INVENTORIES - Summary of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 30, 2018 |
Inventory Disclosure [Abstract] | ||
Newsprint | $ 8,968 | $ 9,273 |
Supplies and other | 299 | 314 |
Total inventories | $ 9,267 | $ 9,587 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 30, 2018 | |
Intangible assets subject to amortization: | ||
Gross Amount | $ 66,241 | $ 67,804 |
Accumulated Amortization | (26,287) | (25,401) |
Net Amount | 39,954 | 42,403 |
Software | ||
Net Amount | 26,168 | 27,117 |
Goodwill and other intangible assets not subject to amortization: | ||
Goodwill | 132,172 | 132,146 |
Newspaper mastheads | 34,826 | 34,826 |
Total goodwill and other intangible assets | 233,120 | 236,492 |
Subscribers | ||
Intangible assets subject to amortization: | ||
Gross Amount | 7,312 | 7,312 |
Accumulated Amortization | (4,987) | (4,730) |
Net Amount | $ 2,325 | $ 2,582 |
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 | $ 27,648 | $ 27,648 |
Accumulated Amortization | (13,151) | (12,497) |
Net Amount | $ 14,497 | $ 15,151 |
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 | (3,538) | (3,343) |
Net Amount | $ 11,562 | $ 11,757 |
Goodwill and other intangible assets not subject to amortization: | ||
Useful life | 20 years | 20 years |
Other | ||
Intangible assets subject to amortization: | ||
Gross Amount | $ 16,181 | $ 17,744 |
Accumulated Amortization | (4,611) | (4,831) |
Net Amount | $ 11,570 | $ 12,913 |
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 | $ 139,095 | $ 136,005 |
Accumulated Amortization | (112,927) | (108,888) |
Net Amount | $ 26,168 | $ 27,117 |
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 |
INCOME TAXES - (Details)
INCOME TAXES - (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ (2,882) | $ (6,637) |
Effective tax rate on pretax income, percent | 37.90% | 19.10% |
PENSION AND OTHER POSTRETIREM_3
PENSION AND OTHER POSTRETIREMENT BENEFITS - (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2019 | Mar. 31, 2019 | Apr. 01, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Pension contribution | $ 499 | $ 0 | |
Pension plan | NYDN Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension contribution | 500 | ||
Expected future contributions for rest of current year | 2,000 | ||
Chicago Newspaper Publishers Drivers' Union Pension Plan | Multiemployer Plans, Pension | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected future contribution to multiemployer plan | $ 1,600 | ||
Subsequent Event | Chicago Newspaper Publishers Drivers' Union Pension Plan | Multiemployer Plans, Pension | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Contributions made by the Company to multiemployer pension plan | $ 10,100 |
PENSION AND OTHER POSTRETIREM_4
PENSION AND OTHER POSTRETIREMENT BENEFITS - Components of Defined Benefit Plan (Details) - Pension plan - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Service cost | $ 80 | $ 80 |
Interest cost | 811 | 811 |
Expected return on assets | (1,168) | (1,168) |
Net periodic benefit | $ (277) | $ (277) |
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 | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Service cost | $ 4 | $ 3 |
Interest cost | 10 | 9 |
Amortization of prior service credits | (82) | (2,634) |
Amortization of actuarial gains | 0 | (658) |
Net periodic benefit | $ (68) | $ (3,280) |
NONCONTROLLING INTEREST (Detail
NONCONTROLLING INTEREST (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Noncontrolling Interest [Abstract] | |
Ownership percentage | 40.00% |
Right to purchase membership units (percentage) | 25.00% |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |
Noncontrolling interests, beginning balance | $ 39,756 |
Loss attributable to noncontrolling interest | (39) |
Noncontrolling interests, ending balance | $ 39,717 |
EARNINGS PER SHARE - (Details)
EARNINGS PER SHARE - (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
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 | 1,022,387 |
RSU | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of EPS (in shares) | 1,224,481 | 1,912,370 |
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 | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Income (Loss) - Numerator: | ||
Net loss from continuing operations | $ (4,714) | $ (28,071) |
Less: Net income (loss) from continuing operations attributable to noncontrolling interest | (39) | 262 |
Loss available to common shareholders, before discontinued operations | (4,675) | (28,333) |
Income from discontinued operations | 0 | 13,706 |
Net loss available to Tribune stockholders | $ (4,675) | $ (14,627) |
Shares - Denominator: | ||
Weighted average number of common shares outstanding (basic) (in shares) | 35,628 | 34,801 |
Dilutive effect of employee stock options and RSUs (in shares) | 0 | 0 |
Adjusted weighted average shares outstanding (diluted) (in shares) | 35,628 | 34,801 |
Net loss attributable to Tribune per common share: | ||
Continuing operations (in dollars per share) | $ (0.13) | $ (0.81) |
Discontinued operations (in dollars per share) | 0 | 0.39 |
Net income per common share (in dollars per share) | (0.13) | (0.42) |
Diluted loss per common share: | ||
Continuing operations (in dollars per share) | (0.13) | (0.81) |
Discontinued operations (in dollars per share) | 0 | 0.39 |
Net income per common share-diluted (in dollars per share) | $ (0.13) | $ (0.42) |
STOCKHOLDERS' EQUITY - (Details
STOCKHOLDERS' EQUITY - (Details) - USD ($) $ in Millions | Mar. 13, 2019 | Mar. 23, 2017 | Mar. 22, 2017 | May 22, 2016 | Mar. 31, 2019 | Jan. 17, 2019 |
Class of Stock [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 25 | |||||
Charge to non-operating expense | $ 0.5 | |||||
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 | |||||
Beneficial ownership by related party, percentage of common stock owned | 25.40% | |||||
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 | |||||
Beneficial ownership by related party, percentage of common stock owned | 24.50% |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | $ 373,312 | $ 69,162 |
Amounts reclassified from AOCI | (59) | |
Foreign currency translation | (2) | 0 |
Balance at end of period | 372,513 | 88,498 |
Foreign Currency | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (39) | |
Amounts reclassified from AOCI | 0 | |
Foreign currency translation | (2) | |
Balance at end of period | (41) | |
AOCI | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | 27 | (13,527) |
Balance at end of period | (34) | $ (15,796) |
Other postretirement plans | OPEB/Pension | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | 303 | |
Amounts reclassified from AOCI | (59) | |
Foreign currency translation | 0 | |
Balance at end of period | 244 | |
Pension plan | OPEB/Pension | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (237) | |
Amounts reclassified from AOCI | 0 | |
Foreign currency translation | 0 | |
Balance at end of period | $ (237) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Pension and postretirement benefit adjustments | $ (97,709) | $ (110,765) |
Tax effect | (2,882) | (6,637) |
Reclassification out of Accumulated Other Comprehensive Income | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Total reclassifications for the period | (59) | (2,377) |
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 | (82) | (2,634) |
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 | 0 | (658) |
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 | (82) | (3,292) |
Tax effect | $ (23) | $ (915) |
SEGMENT INFORMATION - Operating
SEGMENT INFORMATION - Operating Revenue and Income (Loss) from Operations by Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Segment Reporting Information [Line Items] | ||
Operating revenues | $ 244,525 | $ 238,366 |
Operating expenses | 251,927 | 269,444 |
Income (loss) from operations | (7,402) | (31,078) |
Interest income (expense), net | 220 | (6,564) |
Loss on early extinguishment of debt | 0 | 0 |
Loss on equity investments, net | (487) | (729) |
Other income, net | 73 | 3,663 |
Loss from continuing operations before income taxes | (7,596) | (34,708) |
Depreciation and amortization | 12,084 | 12,446 |
Operating segments | M (Print) | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 198,025 | 204,211 |
Operating expenses | 184,227 | 204,411 |
Income (loss) from operations | 13,798 | (200) |
Depreciation and amortization | 6,286 | 3,972 |
Operating segments | X (Digital) | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 39,583 | 35,144 |
Operating expenses | 44,783 | 35,755 |
Income (loss) from operations | (5,200) | (611) |
Depreciation and amortization | 2,177 | 4,549 |
Corporate and eliminations | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 6,917 | (989) |
Operating expenses | 22,917 | 29,278 |
Income (loss) from operations | (16,000) | (30,267) |
Depreciation and amortization | 3,621 | 3,925 |
Advertising | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 96,768 | 104,792 |
Advertising | Operating segments | M (Print) | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 75,932 | 82,742 |
Advertising | Operating segments | X (Digital) | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 20,836 | 22,050 |
Advertising | Corporate and eliminations | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 0 | 0 |
Circulation | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 86,670 | 84,626 |
Circulation | Operating segments | M (Print) | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 86,670 | 84,626 |
Circulation | Operating segments | X (Digital) | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 0 | 0 |
Circulation | Corporate and eliminations | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 0 | 0 |
Commercial print and delivery | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 24,459 | 27,005 |
Commercial print and delivery | Operating segments | M (Print) | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 24,459 | 27,005 |
Commercial print and delivery | Operating segments | X (Digital) | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 0 | 0 |
Commercial print and delivery | Corporate and eliminations | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 0 | 0 |
Direct mail | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 8,638 | 7,603 |
Direct mail | Operating segments | M (Print) | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 8,638 | 7,603 |
Direct mail | Operating segments | X (Digital) | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 0 | 0 |
Direct mail | Corporate and eliminations | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 0 | 0 |
Content syndication and other | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 27,990 | 14,340 |
Content syndication and other | Operating segments | M (Print) | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 2,326 | 2,235 |
Content syndication and other | Operating segments | X (Digital) | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 18,747 | 13,094 |
Content syndication and other | Corporate and eliminations | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 6,917 | (989) |
Other | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 61,087 | 48,948 |
Other | Operating segments | M (Print) | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 35,423 | 36,843 |
Other | Operating segments | X (Digital) | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 18,747 | 13,094 |
Other | Corporate and eliminations | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | $ 6,917 | $ (989) |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION - Summary of Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Cash paid during the period for: | ||
Interest | $ 0 | $ 5,272 |
Income taxes, net of refunds | (141) | 167 |
Non-cash items in investing activities: | ||
Value of shares issued for acquisition | $ 0 | $ 34,595 |
SUPPLEMENTAL CASH FLOW INFORM_4
SUPPLEMENTAL CASH FLOW INFORMATION - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 30, 2018 | Apr. 01, 2018 | Dec. 31, 2017 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 98,206 | $ 97,560 | ||
Restricted cash included in other assets | 43,947 | 43,947 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 142,153 | $ 141,507 | $ 156,703 | $ 185,351 |