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Exhibit 99.1

 

LOGO

Tribune Media Company Reports Strong Fourth Quarter and Full Year 2014 Results

Significant progress towards long-term strategic objectives

Announces special dividend of $650 million; adopts plans for quarterly dividend

NEW YORK, March 06, 2015 — Tribune Media Company (the “Company”) (NYSE:TRCO) today reported its results for the three months and year ended December 28, 2014 and announced a special dividend of $650 million as well as the adoption of a quarterly dividend policy.

Special Dividend and Ordinary Quarterly Dividend

On March 5, Tribune’s Board of Directors authorized and declared a special cash dividend of $6.73 per share on the Company’s Class A common stock and Class B common stock. In addition, holders of warrants will receive a cash payment equal to the amount of the dividend paid per common share for each share of common stock such warrants are exercisable into. The dividend is payable on April 9, 2015 to stockholders and warrant holders of record at the close of business on March 25, 2015. The aggregate payment the Company will make to its security holders in connection with this special dividend is approximately $650 million.

In addition, the Company intends to begin payments of regular quarterly cash dividends of $0.25 per share commencing in the second fiscal quarter of 2015. Such future dividend payments are subject to the discretion of the Board of Directors taking into account future earnings, cash flows, financial requirements, and other factors.

These actions underscore the Company’s confidence in its financial future, its strong balance sheet and cash generation profile.

Fourth Quarter 2014 Financial Highlights

 

    Consolidated operating revenues grew 85% to $553.4 million as compared to $299.5 million in Q4’13.

 

    Consolidated operating profit grew 276% to $163.4 million as compared to $43.4 million in Q4’13.

 

    Consolidated Adjusted EBITDA grew 121% to $211.0 million as compared to $95.3 million in Q4’13.

 

    Diluted earnings per share from continuing operations of $3.14, as compared to $0.33 in Q4’13.

 

    On a pro forma(1) basis, Television and Entertainment segment revenues grew 15% to $479.1 million as compared to $415.9 million in Q4’13.

 

    On a pro forma(1) basis, Television and Entertainment Adjusted EBITDA grew 30% to $202.6 million as compared to $155.3 million in Q4’13.

 

    Inclusive of acquisitions, Digital and Data segment revenues increased 217% year-over-year to $61.2 million and Adjusted EBITDA increased 220% year-over-year to $23.8 million.

Full Year 2014 Financial Highlights

 

    Consolidated operating revenues grew 70% to $1,949.3 million as compared to $1,147.2 million in 2013.

 

    Consolidated operating profit grew 51% to $301.1 million as compared to $199.0 million in 2013.

 

    Consolidated Adjusted EBITDA, which excludes cash distributions from equity investments, grew 74% to $607.8 million as compared to $348.9 million in 2013.

 

(1) Amounts are pro forma for the acquisition of Local TV, which was completed on December 27, 2013, as if the acquisition had occurred as of the beginning of fiscal 2013.


    Cash distributions from equity investments of $210.7 million.

 

    Diluted earnings per share from continuing operations of $4.62, as compared to $1.62 in 2013.

 

    On a pro forma(1) basis, Television and Entertainment segment revenues grew 8.8% to $1,720.5 million as compared to $1,581.2 million in 2013.

 

    On a pro forma(1) basis, Television and Entertainment Adjusted EBITDA grew 7.4% to $614.8 million as compared to $572.6 million in 2013.

 

    Inclusive of acquisitions, Digital and Data segment revenues increased 120% year-over-year to $174.0 million and Adjusted EBITDA increased 34% year-over-year to $38.6 million.

2014 Strategic Highlights

 

    Successfully converted 50% of WGN America subscriber base from superstation to cable.

 

    Successfully launched two original series on WGN America, Salem and Manhattan.

 

    Completed four strategic acquisitions within our Digital and Data segment – Gracenote, What’s-ON, Baseline and HWW.

 

    Completed the spin-off of the Company’s publishing operations into an independent publicly-traded company.

 

    In a series of transactions, monetized the company’s interest in Classified Ventures, including Apartments.com and Cars.com, for total net proceeds after taxes of approximately $525 million.

 

    Sold property in Baltimore for net proceeds after taxes and transaction costs of approximately $30 million.

 

    In the fourth quarter, repurchased approximately 1.1 million shares of Class A common stock for approximately $68 million. Cumulative repurchases through March 5, 2015, total approximately 3.9 million shares for approximately $233 million.

 

    Listed Tribune Media Company Class A common stock on the New York Stock Exchange.

CEO Message

Peter Liguori, Tribune Media’s President and Chief Executive Officer, stated, “Our strong financial and operational results in the fourth quarter and full-year 2014 demonstrate the strength of our strategy to develop Tribune Media into a diverse modern media company.”

“For 2015, we are well-positioned to increase revenue by building our station group market share and growing substantially our retransmission consent and carriage fees. Importantly, we are accomplishing this in an off-cycle political year.”

“In terms of WGN America, we are taking a measured approach to investments in programming, which we believe will increase distribution, advertising revenue, carriage fees and brand value. We are particularly excited about the fourth quarter of 2015, when audiences will get a first-hand look at WGN America’s future, as we will premiere a full slate of exclusive syndicated and original series, which we anticipate will drive significant revenue, EBITDA, and margin growth for years to come.”

“In addition, given the strength of our balance sheet and our ongoing commitment to shareholder returns, we are pleased to announce a special dividend of $650 million and the intention to implement a regular quarterly dividend – all while preserving the financial flexibility to invest in and grow our business.”

“Combined, we are confident that the strength of our broadcast business, the growth trajectory of WGNA and our Digital and Data segments, our robust and valuable real estate portfolio, and our commitment to return capital to shareholders will drive significant shareholder value in 2015 and the years ahead.”

 

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Pro Forma Results, Discontinued Operations and Changes in Presentation

All 2013 pro forma numbers included in this release are reflective of the acquisition of Local TV (which was completed on December 27, 2013) as if the acquisition had occurred as of the beginning of fiscal 2013, and are combined figures based on Local TV’s historical basis of presentation and assume no impact from purchase accounting.

As a result of the spin-off of the Company’s publishing operations on August 4, 2014 (the “Publishing Spin-off”), and the changes to our reportable segments, as further described below, certain previously reported amounts have been reclassified to conform to the current presentation as well as to reflect the reclassification of the historical results of operations for the businesses included in the Publishing Spin-Off to discontinued operations for all periods presented.

Following the Publishing Spin-Off, we conduct our operations through two reportable segments: Television and Entertainment and Digital and Data. In addition, we report and include under Corporate and Other certain administrative activities associated with operating the corporate office functions and managing our predominantly frozen company-sponsored defined benefit pension plans, as well as the management of certain real estate assets, including revenues from leasing our owned office and production facilities.

Fourth Quarter 2014 Results

Consolidated

Consolidated operating revenues for the fourth quarter of 2014 were $553.4 million compared to $299.5 million in the fourth quarter of 2013, representing an increase of $253.9 million, or 85%.

Consolidated operating profit for the fourth quarter 2014 increased by $120.0 million to $163.4 million from $43.4 million in the fourth quarter 2013.

Basic and diluted earnings per common share from continuing operations for fourth quarter 2014 were $3.15 and $3.14, respectively, compared to $0.33 for fourth quarter 2013.

Consolidated Adjusted EBITDA increased to $211.0 million from $95.3 million in the fourth quarter 2013.

Cash distributions from equity investments in fourth quarter 2014 were $37.3 million compared to $67.7 million in fourth quarter 2013, primarily as a result of lower annual cash distributions from CareerBuilder and Classified Ventures as a result of the sale of our investment in Classified Ventures in the fourth quarter of 2014.

Television and Entertainment Segment

Television and Entertainment segment revenues were $479.1 million in fourth quarter 2014, an increase of $212.6 million, or 80%, as compared to $266.5 million in fourth quarter 2013.

Television and Entertainment Adjusted EBITDA was $202.6 million in fourth quarter 2014, compared to $93.5 million in fourth quarter 2013, an increase of $109.1 million.

On a pro forma basis, Television and Entertainment segment revenues were $479.1 million in fourth quarter 2014, compared to $415.9 million in fourth quarter 2013, an increase of $63.2 million, or 15%, and is comprised of:

 

    Advertising revenues of $381.4 million as compared with $336.9 million in fourth quarter 2013, representing an increase of $44.5 million, or 13%. Increases in political advertising revenues of approximately $49.4 million were partially offset by declines in core advertising of $7.7 million, or 2.4%.

 

    Local Station retransmission consent fees of $58.4 million in fourth quarter 2014, compared to $34.7 million in fourth quarter 2013, an increase of $23.7 million or 68%, as a result of contract renewals with distribution partners at higher rates.

 

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On a pro forma basis, Television and Entertainment Adjusted EBITDA for fourth quarter 2014 was $202.6 million, compared to $155.3 million in fourth quarter 2013. Television and Entertainment Adjusted EBITDA in fourth quarter 2014 included $6.0 million of costs associated with airing Manhattan at WGN America. Television and Entertainment Adjusted EBITDA was further unfavorably impacted by an increase in programming fees and higher costs associated with new syndicated content, including the premiere of the syndicated series Blue Bloods.

Digital and Data Segment

Digital and Data segment revenues in fourth quarter 2014 were $61.2 million, compared to $19.3 million in fourth quarter 2013, an increase of $41.9 million. This increase was primarily attributable to the acquisition of Gracenote in January 2014, which historically generates a disproportionately higher level of its automotive music revenues in the fourth quarter.

Digital and Data Adjusted EBITDA was $23.8 million in fourth quarter 2014, compared to $7.4 million in fourth quarter 2013, an increase of $16.4 million. This increase was primarily attributable to the acquisition of Gracenote in January 2014.

Corporate and Other

Real estate revenues for fourth quarter 2014 were $13.0 million compared to $13.7 million in fourth quarter 2013, representing a decrease of $0.7 million, or 5.1%.

Corporate and Other Adjusted EBITDA for fourth quarter 2014 represented a loss of $15.5 million, compared to a loss of $5.6 million in fourth quarter 2013. The increase in expenses was primarily attributable to higher corporate costs driven by increased compensation expense and the implementation of improved business and technology applications.

Full Year 2014 Results

Consolidated

Consolidated operating revenues for fiscal 2014 were $1,949.3 million compared to $1,147.2 million in fiscal 2013, representing an increase of $802.1 million, or 70%.

Consolidated operating profit for fiscal 2014 was $301.1 million compared to $199.0 million in fiscal 2013, representing an increase of $102.1 million, or 51%.

Basic and diluted earnings per common share from continuing operations for the fiscal 2014 were $4.63 and $4.62, respectively, compared to $1.63 and $1.62, respectively, for fiscal 2013.

Consolidated Adjusted EBITDA increased to $607.8 million in fiscal 2014 from $348.9 million in fiscal 2013.

Cash distributions from equity investments in fiscal 2014 were $210.7 million compared to $208.0 million in fiscal 2013. In addition to these cash distributions, the Company also received a one-time cash distribution in the second quarter of 2014 of $159.6 million from Classified Ventures, LLC in connection with the sale of its Apartments.com business.

Television and Entertainment Segment

Television and Entertainment segment revenues increased $706.1 million, or 70%, to $1,720.5 million in fiscal 2014 as compared to $1,014.4 million in fiscal 2013. The acquisition of Local TV, as well as growing retransmission revenues in 2014 drove the year-over-year increase.

 

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Television and Entertainment Adjusted EBITDA was $614.8 million in fiscal 2014, compared to $336.0 million in fiscal 2013, an increase of $278.8 million, or 83%.

On a pro forma basis, Television and Entertainment segment revenues were $1,720.5 million, compared to $1,581.2 million in fiscal 2013, an increase of $139.3 million, or 8.8%, and is comprised of:

 

    Advertising revenues of $1,335.9 million in fiscal 2014 as compared with $1,293.3 million in fiscal 2013, representing an increase of $42.6 million, or 3.3%. Increases in political advertising revenues of approximately $74.4 million for the year were partially offset by declines in core advertising of $40.2 million, or 3.3%.

 

    Local station retransmission consent fees of $229.2 million in fiscal 2014, compared to $130.5 million in fiscal 2013, an increase of $98.7 million, or 76%, as a result of contract renewals with distribution partners at higher rates.

On a pro forma basis, Television and Entertainment Adjusted EBITDA was $614.8 million in fiscal 2014, compared to $572.6 million in fiscal 2013. Television and Entertainment Adjusted EBITDA in 2014 included $62.0 million of costs associated with airing Salem and Manhattan at WGN America.

Digital and Data Segment

Digital and Data segment revenues in fiscal 2014 were $174.0 million, compared to $79.2 million in fiscal 2013, an increase of $94.8 million, primarily as a result of the acquisition of Gracenote in January 2014.

Digital and Data Adjusted EBITDA was $38.6 million in fiscal 2014, compared to $28.8 million in fiscal 2013, an increase of $9.8 million, or 34%. The increase was primarily due to increased revenues, the impact of which was partially offset by costs associated with the establishment of the Digital and Data business infrastructure, operating costs incurred in connection with Newsbeat, which was shut down during the third quarter of 2014, and costs associated with the integration of acquired businesses.

Corporate and Other

Corporate and Other operating revenues represent real estate rental revenues earned from third parties, including Tribune Publishing, formerly part of Tribune Media prior to the Publishing Spin-Off.

Real estate revenues for fiscal 2014 were $54.8 million compared to $53.6 million in fiscal 2013, an increase of $1.2 million, or 2.2%.

Corporate and Other Adjusted EBITDA for fiscal 2014 represented a loss of $45.6 million, compared to a loss of $15.9 million in fiscal 2013. The increase in expenses within the Corporate and Other segment was primarily attributable to higher corporate costs driven by increased compensation expense and the implementation of improved business and technology applications.

Stock Repurchase Program

In October 2014 the Company announced a $400 million stock repurchase program. Since the commencement of the program through March 5, 2015, approximately 3.9 million shares of the Company’s Class A common stock have been repurchased, representing approximately 4% of the Company’s outstanding Class A common stock, for an aggregate purchase price of approximately $233 million.

 

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Financial Guidance

In 2015, the Company expects solid revenue growth despite it being an off-cycle political advertising year. Adjusted EBITDA in 2015 will be impacted by the cyclical loss of political advertising, continued measured programming investment in WGN America and increased operational costs in our Digital and Data segment. In addition, in 2015, the Company is incurring costs associated with general business and technology applications, which will improve productivity and increase operating efficiencies in the long term. As indicated in the forward guidance for 2016 and beyond, these actions are expected to drive strong and sustainable profitability growth in the years ahead.

The following represents the Company’s financial guidance for the full year 2015. The following statements, by their nature, are forward-looking and are subject to substantial risks and uncertainties, which are discussed below under “Cautionary Statement Regarding Forward-Looking Statements”, and may differ materially from our actual results.

Consolidated

 

    Net Revenues: $2.00 billion to $2.03 billion

 

    Adjusted EBITDA: $480 million to $495 million

Television and Entertainment Segment

 

    Total Net Revenues: $1.75 billion to $1.77 billion

 

    Core Advertising (local and national advertising revenues): Low to mid-single digit increases over 2014

 

    Retransmission Revenues: $275 million to $277 million

 

    Cable Network Carriage Fees: $85 million to $87 million

 

    WGN America / Tribune Studios Programming Expenses: approximately $130 million

 

    Adjusted EBITDA: $500 million to $515 million

Digital and Data Segment

 

    Net Revenues: $200 million to $205 million

 

    Adjusted EBITDA: $46 million to $48 million

Corporate & Other

 

    Real Estate Revenues: approximately $50 million

 

    Real Estate Expenses: approximately $30 million

 

    Corporate Expenses, excluding stock-based comp: $86 million to $88 million

 

    Adjusted EBITDA: $(66) million to $(68) million

Key Cash Flow Metrics

 

    Capital Expenditures: Total of $100 million, including approximately $50 million of non-recurring capital expenditures

 

    Cash Taxes: $135 million to $140 million

 

    Cash Interest: approximately $140 million

 

    Depreciation & Amortization: approximately $260 million

 

    Stock-based Compensation: approximately $35 million

Long Term Outlook

 

    2016 Consolidated Adjusted EBITDA year-over-year growth of greater than 30%

In addition, the Company currently expects the following for the period of 2016 - 2019:

 

    WGN America and Tribune Studios revenue growth to be greater than 20% annually

 

    WGN America and Tribune Studios programming expenses approximating 50% of net revenues

 

    Digital and Data net revenue growth of 10% to 12% annually

 

    Digital and Data Adjusted EBITDA margins growing to low 30% range

 

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Conference Call Information

The Company will host a conference call today at 8:30 a.m. ET to discuss its fourth quarter and full year 2014 results and a presentation deck will be posted to our website in advance of the call. The conference call can be accessed on the Investor Relations homepage of Tribune Media’s website at www.tribunemedia.com, or by dialing 888-317-6003 (domestic) or 412-317-6061 (international). The confirmation code is 9412843.

An audio webcast replay will be available in the Events and Presentations section of the Tribune Media website approximately one hour after completion of the call. A replay of the call will also be available until March 14, 2015 at 877-344-7529 (domestic) or 412-317-0088 (international). The confirmation code for the replay is 10060845.

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Tribune Media Company (NYSE: TRCO) is home to a diverse portfolio of television and digital properties driven by quality news, entertainment and sports programming. Tribune Media is comprised of Tribune Broadcasting’s 42 owned or operated local television stations reaching more than 50 million households, national entertainment network WGN America, available in approximately 73 million households, Tribune Studios, and Gracenote, one of the world’s leading sources of TV and music metadata powering electronic program guides in televisions, automobiles and mobile devices. Tribune Media also includes Chicago’s WGN-AM, the national multicast networks Antenna TV and THIS TV. Additionally, the Company owns and manages a significant number of real estate properties across the U.S. and holds other strategic investments in media. For more information please visit www.tribunemedia.com.

 

INVESTOR CONTACT: MEDIA CONTACT:
Donna Granato Christa Robinson
VP/Corporate Finance, Investor Relations Chief Communications Officer
212/210-2703 212/210-2794
dgranato@tribunemedia.com christa@tribunemedia.com

 

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Non-GAAP Financial Measures

This press release includes a discussion of Adjusted EBITDA for the Company and our operating segments (Television and Entertainment, Digital and Data, and Corporate and Other) and Broadcast Cash Flow for our Television and Entertainment segment. Adjusted EBITDA and Broadcast Cash Flow are financial measures that are not recognized under accounting principles generally accepted in the U.S. (“GAAP”). Adjusted EBITDA for the Company is defined as net income before income (loss) from discontinued operations, net of taxes, income taxes, investment transactions, losses on the extinguishment of debt, interest and dividend income, interest expense, pension expense (credit), equity income and losses, depreciation and amortization, stock-based compensation, certain special items (including severance), non-operating items, sales of real estate and reorganization items. Adjusted EBITDA for the Company’s operating segments is calculated as segment operating profit plus depreciation, amortization, pension expense (credit), stock-based compensation and certain special items (including severance). Broadcast Cash Flow for the Television and Entertainment segment is calculated as Television and Entertainment Adjusted EBITDA plus broadcast rights-amortization expense less broadcast rights-cash payments. We believe that Adjusted EBITDA and Broadcast Cash Flow are measures commonly used by investors to evaluate our performance with that of our competitors. We also present Adjusted EBITDA because we believe investors, analysts and rating agencies consider it useful in measuring our ability to meet our debt service obligations. We further believe that the disclosure of Adjusted EBITDA and Broadcast Cash Flow is useful to investors, as these non-GAAP measures are used, among other measures, by our management to evaluate our performance. By disclosing Adjusted EBITDA and Broadcast Cash Flow, we believe that we create for investors a greater understanding of, and an enhanced level of transparency into, the means by which our management operates our company. Adjusted EBITDA and Broadcast Cash Flow are not measures presented in accordance with GAAP, and our use of these terms may vary from that of others in our industry. Adjusted EBITDA and Broadcast Cash Flow should not be considered as an alternative to net income, operating profit, revenues, cash provided by operating activities or any other measures derived in accordance with GAAP as measures of operating performance or liquidity. The tables at the end of this press release include reconciliations of consolidated and segment Adjusted EBITDA and Broadcast Cash Flow to the most directly comparable financial measure calculated and presented in accordance with GAAP. No reconciliation of the forecasted range for Adjusted EBITDA on a consolidated or segment basis for fiscal 2015 is included in this release because we are unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts and we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Forward-looking statements may include, but are not limited to, statements concerning our financial outlook and guidance, including our 2015 forecasted revenues, Adjusted EBITDA and other consolidated and segment financial performance guidance, our expectations for Adjusted EBITDA growth in 2016, our long-term outlook for WGN America and Tribune Studios revenue and programming expenses as well as Digital and Data segment revenue growth and Adjusted EBITDA margins, our expectation with respect to future cash dividends on our common stock, the conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy and product development efforts. Important factors that could cause actual results, developments and business decisions to differ materially from these forward-looking statements are uncertainties discussed below and in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 6, 2015. “Forward-looking statements” include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “might,” “will,” “could” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “seek,” “designed,” “assume,” “implied,” “believe” and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties.

The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from projected or historical results or those anticipated or predicted by these forward-looking statements: competition and other economic conditions including fragmentation of the media landscape and competition from other media alternatives; changes in advertising demand and audience shares; changes in the overall market for television advertising, including through regulatory and judicial rulings; our ability to protect our intellectual property and other proprietary rights; availability and cost of broadcast rights; our ability to adapt to technological changes; our ability to develop and grow our online businesses; availability and cost of quality network, syndicated and sports programming affecting our television ratings; the loss or modification of our network affiliation agreements; our ability to renegotiate retransmission consent agreements; our ability to expand our operations internationally; the incurrence of costs to address contamination issues at sites owned, operated or used by our business; adverse results from litigation, governmental investigations or tax-related proceedings or audits; our ability to settle unresolved claims filed in connection with our and certain of our direct and indirect wholly-owned subsidiaries’ Chapter 11 cases and resolve the appeals seeking to overturn the bankruptcy court order confirming the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries; our ability to satisfy pension and other postretirement employee benefit obligations; our ability to attract and retain employees; the effect of labor strikes, lock-outs and labor negotiations; our ability to realize benefits or synergies from acquisitions or divestitures or to operate our businesses effectively following acquisitions or divestitures; the financial performance of our equity method investments; the impairment of our existing goodwill and other intangible assets; changes in accounting standards; our ability to pay cash dividends on our common stock; increased interest rate risk due to our variable rate indebtedness; our indebtedness and ability to comply with covenants applicable to our debt financing and other contractual commitments; our ability to satisfy future capital and liquidity

 

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requirements; our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms and other events beyond our control that may result in unexpected adverse operating results. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this press release may not in fact occur. Any forward-looking information presented herein is made only as of the date of this press release and we undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

 

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Tribune Media Company and Subsidiaries

Consolidated Statements of Operations

(In thousands of dollars, except per share data)

 

     Three Months Ended     Year Ended  
     December 28, 2014     December 29, 2013     December 28, 2014     December 29, 2013  
     (Unaudited)              

Operating Revenues

        

Television and Entertainment

        

Advertising

   $ 381,371      $ 207,821      $ 1,335,964      $ 809,732   

Retransmission consent and carriage fees

     72,842        27,676        286,380        103,381   

Other

     24,944        31,073        98,192        101,311   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  479,157      266,570      1,720,536      1,014,424   

Digital and Data

  61,228      19,305      174,031      79,217   

Other

  13,035      13,686      54,792      53,599   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating revenues

  553,420      299,561      1,949,359      1,147,240   

Operating Expenses

Programming

  85,115      59,922      354,666      254,225   

Direct operating expenses

  109,506      56,230      420,763      225,924   

Selling, general and administrative

  128,768      98,777      584,274      312,147   

Depreciation

  17,945      11,480      70,187      41,187   

Amortization

  48,642      29,721      218,287      114,717   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

  389,976      256,130      1,648,177      948,200   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Profit

  163,444      43,431      301,182      199,040   

Income on equity investments, net

  38,938      59,206      236,713      145,241   

Interest and dividend income

  687      118      1,368      413   

Interest expense

  (39,051   (10,605   (157,866   (39,134

Loss on extinguishment of debt

  —        (28,380   —        (28,380

Gain on investment transactions, net

  371,783      —        372,485      150   

Write-downs of investments

  (94   —        (94   —     

Other non-operating loss, net

  (3,640   (1,671   (4,710   (1,492

Reorganization items, net

  (1,293   (3,390   (7,268   (16,931
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from Continuing Operations Before Income Taxes

  530,774      58,709      741,810      258,907   

Income tax expense

  216,098      25,449      278,699      95,965   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from Continuing Operations

  314,676      33,260      463,111      162,942   

Income from Discontinued Operations, net of taxes

  —        33,854      13,552      78,613   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income

$ 314,676    $ 67,114    $ 476,663    $ 241,555   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic Earnings Per Common Share from:

Continuing Operations

$ 3.15    $ 0.33    $ 4.63    $ 1.63   

Discontinued Operations

  —        0.34      0.13      0.79   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Earnings Per Common Share

$ 3.15    $ 0.67    $ 4.76    $ 2.42   

Diluted Earnings Per Common Share from:

Continuing Operations

$ 3.14    $ 0.33    $ 4.62    $ 1.62   

Discontinued Operations

  —        0.34      0.13      0.79   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Earnings Per Common Share

$ 3.14    $ 0.67    $ 4.75    $ 2.41   

 

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Tribune Media Company and Subsidiaries

Consolidated Balance Sheets

(In thousands of dollars)

 

     December 28, 2014     December 29, 2013  

Assets

    

Current Assets

    

Cash and cash equivalents

   $ 1,455,183      $ 640,697   

Restricted cash and cash equivalents

     17,600        221,879   

Accounts receivable (net of allowances of $7,313 and $16,254)

     440,722        644,024   

Inventories

     —          14,222   

Broadcast rights

     147,423        105,325   

Income taxes receivable

     4,931        11,240   

Deferred income taxes

     29,675        54,221   

Prepaid expenses and other

     65,289        43,672   
  

 

 

   

 

 

 

Total current assets

  2,160,823      1,735,280   
  

 

 

   

 

 

 

Properties

Machinery, equipment and furniture

  240,507      340,800   

Buildings and leasehold improvements

  253,426      276,856   
  

 

 

   

 

 

 
  493,933      617,656   

Accumulated depreciation

  (102,841   (74,446
  

 

 

   

 

 

 
  391,092      543,210   

Land

  422,635      436,641   

Construction in progress

  36,870      60,956   
  

 

 

   

 

 

 

Net properties

  850,597      1,040,807   
  

 

 

   

 

 

 

Other Assets

Broadcast rights

  157,014      61,175   

Goodwill

  3,918,136      3,815,196   

Other intangible assets, net

  2,397,794      2,516,543   

Investments

  1,717,192      2,163,162   

Other

  194,899      143,846   
  

 

 

   

 

 

 

Total other assets

  8,385,035      8,699,922   
  

 

 

   

 

 

 

Total Assets

$ 11,396,455    $ 11,476,009   
  

 

 

   

 

 

 

 

11


Tribune Media Company and Subsidiaries

Consolidated Balance Sheets

(In thousands of dollars, except for share and per share data)

 

     December 28, 2014     December 29, 2013  

Liabilities and Shareholders’ Equity

    

Current Liabilities

    

Accounts payable

   $ 77,295      $ 93,396   

Senior Toggle Notes

     —          172,237   

Debt due within one year

     4,088        32,472   

Income taxes payable

     252,570        2,276   

Employee compensation and benefits

     80,270        200,033   

Contracts payable for broadcast rights

     178,685        139,146   

Deferred revenue

     34,352        77,029   

Other

     56,920        82,248   
  

 

 

   

 

 

 

Total current liabilities

  684,180      798,837   
  

 

 

   

 

 

 

Non-Current Liabilities

Long-term debt

  3,490,897      3,760,475   

Deferred income taxes

  1,156,214      1,393,413   

Contracts payable for broadcast rights

  279,819      80,942   

Contract intangible liability, net

  34,425      193,730   

Pension obligations, net

  469,116      199,176   

Post-retirement, medical, life and other benefits

  21,456      63,123   

Other obligations

  64,917      60,752   
  

 

 

   

 

 

 

Total non-current liabilities

  5,516,844      5,751,611   
  

 

 

   

 

 

 

Shareholders’ Equity

Preferred stock ($0.001 par value per share)

Authorized: 40,000,000 shares; No shares issued and outstanding at Dec. 28, 2014 and at Dec. 29, 2013

  —        —     

Class A Common Stock ($0.001 par value per share)

Authorized: 1,000,000,000 shares; 95,708,401 shares issued and 94,732,807 shares outstanding at Dec. 28, 2014 and 89,933,876 shares issued and outstanding at Dec. 29, 2013

  96      90   

Class B Common Stock ($0.001 par value per share)

Authorized: 200,000,000 shares; Issued and outstanding: 2,438,083 shares at Dec. 28, 2014 and 3,185,181 shares at Dec. 29, 2013

  2      3   

Treasury stock, at cost: 975,594 shares at Dec. 28, 2014 and no shares at Dec. 29, 2013

  (67,814   —     

Additional paid-in-capital

  4,591,470      4,543,228   

Retained earnings

  718,218      241,555   

Accumulated other comprehensive (loss) income

  (46,541   140,685   
  

 

 

   

 

 

 

Total shareholders’ equity

  5,195,431      4,925,561   
  

 

 

   

 

 

 

Total Liabilities and Shareholders’ Equity

$ 11,396,455    $ 11,476,009   
  

 

 

   

 

 

 

 

12


Tribune Media Company and Subsidiaries

Consolidated Statement of Cash Flows

(In thousands of dollars)

 

     Year ended Dec. 28, 2014     Year ended Dec. 29, 2013  

Operating Activities

    

Net income

   $ 476,663      $ 241,555   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Stock-based compensation

     27,918        7,319   

Pension credits, net of contributions

     (41,164     (41,620

Depreciation

     88,890        75,516   

Amortization of contract intangible assets and liabilities

     (35,774     (29,525

Amortization of other intangible assets

     222,216        121,206   

Income on equity investments, net

     (236,088     (144,054

Distributions from equity investments

     189,789        154,123   

Amortization of debt issuance costs and original issue discount

     13,433        3,869   

Write-down of investment

     94        —     

Non-cash loss on extinguishment of debt

     —          17,462   

Gain on investment transactions, net

     (373,968     (150

Gain on sales of real estate

     (21,690     (135

Other non-operating loss, net

     4,729        1,492   

Non-cash reorganization items, net

     —          (3,228

Excess tax benefits from stock-based awards

     (868     —     

Transfers from restricted cash

     2,357        166,866   

Changes in working capital items, excluding effects from acquisitions:

    

Accounts receivable, net

     39,149        (20,449

Inventories, prepaid expenses and other current assets

     (1,532     26,847   

Accounts payable

     2,855        (85,088

Employee compensation and benefits, and other current liabilities

     (23,569     5,528   

Deferred revenue

     23,189        1,121   

Accrued reorganization costs

     (780     (111,461

Income taxes

     261,591        (1,947

Deferred compensation, postretirement medical, life and other benefits

     (3,099     (13,581

Change in broadcast rights, net of liabilities

     (21,098     (6,913

Deferred income taxes

     (179,099     8,955   

Change in non-current obligations for uncertain tax positions

     (2,814     (3,780

Other, net

     (32,875     (10,357
  

 

 

   

 

 

 

Net cash provided by operating activities

  378,455      359,571   
  

 

 

   

 

 

 

Investing Activities

Capital expenditures

  (89,438   (70,869

Acquisitions, net of cash acquired

  (279,833   (2,550,410

Increase (decrease) in restricted cash related to acquisition of Local TV

  201,922      (201,922

Transfers from restricted cash, net

  (1,109   —     

Investments

  (2,330   (2,817

Distributions from equity investments

  180,521      53,871   

Proceeds from sales of investments

  659,395      2,174   

Proceeds from sales of real estate

  49,870      10,739   
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

  718,998      (2,759,234
  

 

 

   

 

 

 

Financing Activities

Long-term borrowings related to Publishing Spin-off

  346,500      —     

Long-term borrowings

  —        3,790,500   

Repayment of Senior Toggle Notes

  (172,237   —     

Repayments of long-term debt

  (299,285   (1,102,234

Long-term debt issuance costs related to Publishing Spin-off

  (10,179   —     

Long-term debt issuance costs

  —        (78,480

Common stock repurchases

  (60,211   —     

Cash and restricted cash distributed to Tribune Publishing

  (86,530   —     

Excess tax benefits from stock-based awards

  868      —     

Tax withholdings related to net share settlements of share-based awards

  (3,201   —     

Proceeds from stock option exercises

  1,308      —     
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

  (282,967   2,609,786   
  

 

 

   

 

 

 

Net Increase in Cash and Cash Equivalents

  814,486      210,123   

Cash and cash equivalents, beginning of period

  640,697      430,574   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

$ 1,455,183    $ 640,697   
  

 

 

   

 

 

 

Supplemental Schedule of Cash Flow Information

Cash paid during the period for:

Interest

$ 140,338    $ 44,280   

Income taxes, net of refunds

$ 217,579    $ 151,311   

 

13


Tribune Media Company - Consolidated

Reconciliation of Net Income to Adjusted EBITDA

(In thousands of dollars)

(Unaudited)

 

     Three months ended     Year ended  
     December 28, 2014     December 29, 2013     December 28, 2014     December 29, 2013  

Revenue

   $ 553,420      $ 299,561      $ 1,949,359      $ 1,147,240   

Net Income

   $ 314,676      $ 67,114      $ 476,663      $ 241,555   

Income from discontinued operations, net of taxes

     —          33,854        13,552        78,613   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from Continuing Operations

  314,676      33,260      463,111      162,942   

Income tax expense

  216,098      25,449      278,699      95,965   

Reorganization items, net

  1,293      3,390      7,268      16,931   

Other non-operating loss, net

  3,640      1,671      4,710      1,492   

Write-downs of investments

  94      —        94      —     

Gain on investment transactions, net

  (371,783   —        (372,485   (150

Loss on extinguishment of debt

  —        28,380      —        28,380   

Interest expense

  39,051      10,605      157,866      39,134   

Interest and dividend income

  (687   (118   (1,368   (413

Income on equity investments, net

  (38,938   (59,206   (236,713   (145,241
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Profit

  163,444      43,431      301,182      199,040   

Depreciation

  17,945      11,480      70,187      41,187   

Amortization

  48,642      29,721      218,287      114,717   

Stock-based compensation

  5,788      2,181      26,191      5,417   

Severance and related charges

  1,484      1,154      6,609      2,556   

Transaction-related costs

  2,570      14,497      15,684      19,774   

Gain on sales of real estate

  (21,388   —        (21,691   (135

Contract termination cost

  (646   —        15,000      —     

Other

  827      1,517      6,977      1,143   

Pension (credit) expense

  (7,661   (8,695   (30,643   (34,780
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

$ 211,005    $ 95,286    $ 607,783    $ 348,919   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

14


Tribune Media Company - Television and Entertainment

Reconciliation of Operating Profit to Adjusted EBITDA

(In thousands of dollars)

(Unaudited)

 

    Three months ended
December 28, 2014
    Three months ended
December 29, 2013
    Year ended
December 28, 2014
    Year ended
December 29, 2013
 
    As Reported     Pro Forma (1)     As Reported     As Reported     Pro Forma (1)     As Reported  

Advertising

  $ 381,371      $ 336,912      $ 207,821      $ 1,335,964      $ 1,293,399      $ 809,732   

Retransmission consent fees

    58,447        34,774        14,741        229,243        130,537        49,586   

Carriage fees

    14,395        12,936        12,935        57,137        53,796        53,795   

Barter/trade

    9,257        11,253        8,651        41,267        42,768        31,292   

Copyright royalties

    7,104        10,689        10,689        27,161        32,954        32,954   

Other

    8,583        9,328        11,733        29,764        27,751        37,065   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Revenues

$ 479,157    $ 415,892    $ 266,570    $ 1,720,536    $ 1,581,205    $ 1,014,424   

Operating Profit

$ 146,391    $ 108,845    $ 55,978    $ 336,921    $ 398,937    $ 195,940   

Depreciation

  12,057      14,444      8,222      50,262      53,715      29,947   

Amortization

  42,217      29,451      27,405      197,054      114,056      105,526   

Stock-based compensation

  2,063      792      661      8,800      2,578      1,844   

Severance and related charges

  229      302      302      2,098      1,641      1,641   

Transaction-related costs

  (387   181      181      1,894      229      229   

Gain on sales of real estate

  (103   —        —        (103   —        —     

Contract termination cost

  (646   —        —        15,000      —        —     

Other

  829      1,275      795      2,755      1,508      1,028   

Pension (credit) expense

  —        (22   (22   124      (86   (86
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

$ 202,650    $ 155,268    $ 93,522    $ 614,805    $ 572,578    $ 336,069   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Broadcast rights - Amortization

  65,624      53,266      41,843      268,797      239,835      192,626   

Broadcast rights - Cash Payments

  (76,130   (68,470   (55,141   (321,335   (279,273   (223,650
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Broadcast Cash Flow

$ 192,144    $ 140,064    $ 80,224    $ 562,267    $ 533,140    $ 305,046   

 

(1) Amounts are pro forma for the acquisition of Local TV, which was completed on December 27, 2013, as if the acquisition had occurred as of the beginning of fiscal 2013. Pro forma operating expenses, depreciation and amortization for Local TV are based on Local TV’s historical basis of presentation and do not reflect the impact of purchase accounting.

 

15


Tribune Media Company - Digital and Data

Reconciliation of Operating Profit to Adjusted EBITDA

(In thousands of dollars)

(Unaudited)

 

     Three months ended      Year ended  
     December 28, 2014      December 29, 2013      December 28, 2014      December 29, 2013  

Video

   $ 25,849       $ 17,758       $ 91,299       $ 68,708   

Music

     34,386         —           77,729         —     

Entertainment websites and other

     993         1,547         5,003         10,509   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Revenues

$ 61,228    $ 19,305    $ 174,031    $ 79,217   

Operating Profit

$ 13,926    $ 4,185    $ 3,409    $ 16,497   

Depreciation

  1,987      715      7,744      2,576   

Amortization

  6,425      2,316      21,233      9,191   

Stock-based compensation

  262      6      1,641      17   

Severance and related charges

  1,212      216      3,975      279   

Other

  —        —        580      234   
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

$ 23,812    $ 7,438    $ 38,582    $ 28,794   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

16


Tribune Media Company - Corporate and Other

Reconciliation of Operating Profit to Adjusted EBITDA

(In thousands of dollars)

(Unaudited)

 

     Three months ended     Year ended  
     December 28, 2014     December 29, 2013     December 28, 2014     December 29, 2013  

Total Revenues

   $ 13,035      $ 13,686      $ 54,792      $ 53,599   

Operating Profit (Loss)

   $ 3,127      $ (16,732   $ (39,148   $ (13,397

Depreciation

     3,901        2,543        12,181        8,664   

Stock-based compensation

     3,463        1,514        15,750        3,556   

Severance and related charges

     43        636        536        636   

Transaction-related costs

     2,957        14,316        13,790        19,545   

Gain on sales of real estate

     (21,285     —          (21,588     (135

Other

     (2     722        3,642        (119

Pension (credit) expense

     (7,661     (8,673     (30,767     (34,694
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

$ (15,457 $ (5,674 $ (45,604 $ (15,944
  

 

 

   

 

 

   

 

 

   

 

 

 

 

17


Tribune Media Company - Television and Entertainment

Reconciliation of Operating Profit to Adjusted EBITDA and Broadcast Cash Flow - Pro forma (1)

(In thousands of dollars)

(Unaudited)

 

     Q1 2013     Q2 2013     Q3 2013     Q4 2013     Full Year 2013  
     Pro forma (1)     Pro forma (1)     Pro forma (1)     Pro forma (1)     Pro forma (1)  

Advertising

   $ 300,649      $ 336,589      $ 319,249      $ 336,912      $ 1,293,399   

Retransmission consent fees

     29,567        32,029        34,167        34,774        130,537   

Carriage fees

     13,733        13,719        13,408        12,936        53,796   

Barter/trade

     10,341        10,634        10,540        11,253        42,768   

Copyright royalties

     9,708        6,296        6,261        10,689        32,954   

Other

     5,306        6,710        6,407        9,328        27,751   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Revenues

  369,304      405,977      390,032      415,892      1,581,205   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses

  280,031      299,590      295,600      307,047      1,182,268   

Operating Profit

  89,273      106,387      94,432      108,845      398,937   

Depreciation

  12,264      13,408      13,599      14,444      53,715   

Amortization

  28,169      28,172      28,264      29,451      114,056   

Stock-based compensation

  200      663      923      792      2,578   

Severance and related charges

  109      504      726      302      1,641   

Transaction-related costs

  —        —        48      181      229   

Other

  155      1      77      1,275      1,508   

Pension (credit) expense

  (69   26      (21   (22   (86
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

$ 130,101    $ 149,161    $ 138,048    $ 155,268    $ 572,578   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Broadcast rights - Amortization

  56,066      65,607      64,896      53,266      239,835   

Broadcast rights - Cash Payments

  (63,755   (75,383   (71,665   (68,470   (279,273
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Broadcast Cash Flow

$ 122,412    $ 139,385    $ 131,279    $ 140,064    $ 533,140   

 

(1) Amounts are pro forma for the acquisition of Local TV, which was completed on December 27, 2013, as if the acquisition had occurred as of the beginning of fiscal 2013. Pro forma operating expenses, depreciation and amortization for Local TV are based on Local TV’s historical basis of presentation and do not reflect the impact of purchase accounting.

 

18