29 Feb Tribune Media Company Reports Fourth Quarter and Full-Year 2015 Results
Company to Explore Strategic Alternatives and Affirms Commitment to Maximize Shareholder Value
Feb. 29, 2016 — Tribune Media Company (the “Company”) (NYSE: TRCO) today reported its results for the three months and the year ended December 31, 2015 and announced that the Board of Directors and the Company have initiated a process to explore the full range of strategic and financial alternatives to enhance shareholder value. In addition, the Company announced that on February 24, 2016 the Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $400 million of its outstanding Class A common stock.
The strategic and financial alternatives under consideration include, but are not limited to, the sale or separation of select lines of business or assets, strategic partnerships, programming alliances and return of capital initiatives. The Board of Directors and the Company have retained Moelis & Co. and Guggenheim Securities as financial advisors to assist in this process.
Bruce Karsh, Chairman of the Board of Directors, said “The Board of Directors and management remain focused on maximizing shareholder value. We believe that the value of the portfolio of businesses of Tribune Media is not fully reflected in the stock price and intend to explore ways to unlock value by reviewing strategic alternatives. At the same time, we remain committed to achieving strong operational performance across our businesses.”
The Company will also continue the previously announced monetization of its real estate portfolio, including the Tribune Tower located in Chicago and the north block of the Los Angeles Times Square property located in Los Angeles. In 2016, the Company has broadened this sales activity to include numerous other properties and has accelerated the monetization of these assets to take advantage of accommodative market conditions, although there can be no assurance that any transactions can be completed in a timely manner, on favorable terms, or at all.
The Company has not set a definitive timetable for the completion of its review of alternatives and does not currently intend to make any further disclosures regarding its exploration of alternatives until such time as any definitive agreements may be entered into in the process or as otherwise appropriate or required.
In addition, the Company and the Board announced that the Company has entered into new and amended employment agreements with three senior executives. Peter Liguori, the Company’s President and Chief Executive Officer, entered into a new two-year employment agreement. The Company named Chandler Bigelow as Executive Vice President and Chief Financial Officer. The Company also expanded the scope of responsibilities of Tribune Media’s General Counsel, Eddie Lazarus, by naming him Chief Strategy Officer.
FOURTH QUARTER AND FULL-YEAR 2015 FINANCIAL HIGHLIGHTS
- Consolidated operating revenues increased 3% for the full year, despite 2015 being an off-cycle political year; excluding the impact of political advertising and Super Bowl advertising revenue, consolidated operating revenues increased 8% for the full year.
- Consolidated operating revenues decreased 1% in the fourth quarter due to 2015 being an off-cycle political year; excluding the impact of political advertising, consolidated operating revenues increased 8% in the fourth quarter.
- Retransmission consent revenue increased 27% in the fourth quarter and 24% for the full year.
- Carriage fee revenue increased 58% in the fourth quarter and 49% for the full year.
The Company reported a net loss of $320 million and an operating loss of $263 million for the year ended December 31, 2015. These results include a non-cash impairment charge of $385 million related to goodwill and other intangible assets. Consolidated operating profit before impairment of goodwill and other intangible assets was $122 million. The results also include a non-cash broadcast rights impairment charge of $74 million related to the write down of the acquired syndicated programming Persons of Interest and Elementary at WGN America in 2015.
“Tribune’s assets are valuable, powerful and performing well, as reflected in our full-year 2015 operating results,” said Peter Liguori. “However, it’s our belief that our current stock price does not reflect the full value of these assets. With the help of outside advisors, we have decided to initiate a process to explore every possible strategic and financial option with one clear goal: to unlock the value of our stock. Turning to our results for 2015, revenues grew solidly year-over-year, and we delivered strong Adjusted EBITDA despite the off-cycle political year and various programming initiatives. These positive results were driven by core advertising growth across our television group, substantial increases in retransmission consent and carriage fee revenues and continued vigilance on expenses. Importantly, we were able to return more than $1 billion to shareholders last year. We are pleased to report that 2016 is off to a good start. Core advertising continues to pace well, and the early trends in political advertising give us confidence. We expect strong revenue and Adjusted EBITDA growth this year.”
FOURTH QUARTER AND FULL-YEAR RESULTS
Consolidated
Consolidated operating revenues for the fourth quarter of 2015 were $547.6 million compared to $553.4 million in the fourth quarter of 2014, representing a decrease of $5.8 million, or 1.0%. For the full year 2015, consolidated operating revenues were $2,010.5 million compared to $1,949.4 million for the full year 2014, representing an increase of $61.1 million, or 3.1%.
Consolidated operating loss was $382.2 million for the fourth quarter of 2015. Consolidated operating profit before impairment of goodwill and other intangible assets for the fourth quarter of 2015 was $2.8 million compared to consolidated operating profit of $163.4 million in the fourth quarter of 2014. The decline was primarily attributable to higher programming expenses including the broadcast rights impairment charge noted above, a decrease in net political advertising revenue due to 2015 being an off-cycle political year and the absence of a $21 million pre-tax gain recorded in 2014 on the Company’s sale of a production facility and land in Baltimore, MD that was leased to Tribune Publishing. These factors were partially offset by higher retransmission consent and carriage fee revenues.
For the full year 2015, consolidated operating loss was $262.7 million. Consolidated operating profit before impairment of goodwill and other intangible assets for the full year 2015 was $122.3 million as compared to consolidated operating profit of $301.2 million for the full year 2014. The decline was primarily attributable to higher programming expenses including the broadcast rights impairment charge and a decrease in net political advertising revenue due to 2015 being an off-cycle political year. These factors were partially offset by higher retransmission consent and carriage fee revenues.
Diluted loss per common share from continuing operations for the fourth quarter of 2015 was $4.07 compared to diluted earnings per common share from continuing operations of $3.14 for the fourth quarter of 2014. Adjusted diluted earnings per share (“Adjusted EPS”) for the fourth quarter of 2015 was $0.63 compared to $0.81 for the fourth quarter of 2014. For the full year 2015, diluted loss per common share from continuing operations was $3.38 compared to diluted earnings per common share from continuing operations of $4.62 for the full year 2014. Full year 2015 Adjusted EPS was $1.53 compared to $2.18 for the full year 2014.
Consolidated Adjusted EBITDA decreased to $158.0 million in the fourth quarter of 2015 from $211.0 million in the fourth quarter of 2014, representing a decrease of $53.0 million, or 25%. The decline was primarily attributable to a decrease in net political advertising revenue due to 2015 being an off-cycle political year as well as an increase in programming expenses, partially offset by higher retransmission consent and carriage fee revenues.
For the full year 2015, consolidated Adjusted EBITDA decreased $116.4 million, or 19%, to $491.4 million as compared to $607.8 million for the full year 2014. The decline was primarily attributable to an increase in programming expenses and a decrease in net political advertising revenue due to 2015 being an off-cycle political year. These factors were partially offset by higher retransmission consent and carriage fee revenues. The $491.4 million of Adjusted EBITDA excludes the $385 million impairment of goodwill and other intangible assets and the $74 million non-cash broadcast rights impairment charge.
Cash distributions from equity investments in the fourth quarter of 2015 were $19.1 million compared to $37.3 million in the fourth quarter of 2014. Cash distributions for the full year 2015 were $180.2 million compared to $210.7 million for the full year 2014. In fiscal 2014, the Company also received a cash distribution of $159.6 million from Classified Ventures, LLC in connection with the sale of its Apartments.com business. Additionally, cash distributions in 2014 included a one-time distribution of $12.4 million related to Television Food Network, G.P.
Television and Entertainment
Revenues were $464.0 million in the fourth quarter of 2015, compared to $480.2 million in the fourth quarter of 2014, a decrease of $16.2 million, or 3.4%. The decline was driven by a $46.5 million decrease in net political advertising revenues due to 2015 being an off-cycle political year. This decline was partially offset by a $15.9 million, or 27%, increase in retransmission consent revenue, an $8.3 million, or 58%, increase in carriage fee revenue related to higher rates for WGN America distribution and an $8.1 million, or 2.6%, increase in core advertising revenues.
Television and Entertainment revenues for the full year 2015 were $1,749.6 million, compared to $1,725.6 million for the full year 2014. The increase was driven by a $53.9 million, or 24%, increase in local retransmission consent revenue, a $28.2 million, or 49%, increase in carriage fee revenue related to higher rates for WGN America distribution, and a $21.3 million, or 1.8%, increase in core advertising revenues. These increases were partially offset by a $70.3 million decrease in net political advertising due to 2015 being an off-cycle political year.
Adjusted EBITDA for the fourth quarter of 2015 was $151.2 million, compared to $202.3 million in the fourth quarter of 2014.
For the full year 2015, Adjusted EBITDA was $513.0 million, as compared to $615.3 million for the full year 2014, a decrease of $102.3 million. Adjusted EBITDA for the fourth quarter and the full year 2015 was impacted primarily by lower political advertising revenues and increases in programming expenses. Adjusted EBITDA for the fourth quarter and full year excludes the impairment of goodwill and other intangible assets charge of $385 million and the broadcast rights impairment charge of $74 million described above.
Digital and Data
Revenues in the fourth quarter of 2015 were $71.1 million, compared to $60.2 million in the fourth quarter of 2014, an increase of $10.9 million, or 18%. The increase was primarily due to an increase in music revenues associated with auto contracts as well as the favorable impact of the acquisitions of Infostrada Sports, SportsDirect, Covers and Enswers Inc., all of which were consummated in the second quarter of 2015.
For the full year 2015, segment revenues were $211.5 million, an increase of $42.6 million, as compared to $168.9 million for the full year 2014. This increase included the favorable impact of the acquisitions of What’s ON, HWW and Baseline, which were consummated in the second half of 2014, as well as the acquisitions of Infostrada Sports, SportsDirect, Covers and Enswers Inc., all of which were consummated in the second quarter of 2015, and the favorable impact of one additional month of Gracenote, which was acquired in January 2014.
Adjusted EBITDA was $26.4 million in the fourth quarter of 2015, compared to $24.2 million in the fourth quarter of 2014, an increase of $2.2 million. For the full year 2015, Adjusted EBITDA was $52.0 million compared to $38.1 million for the full year 2014.
Corporate and Other
Real estate revenues for the fourth quarter of 2015 were $12.5 million compared to $13.0 million for the fourth quarter of 2014, representing a decrease of 4.5%. Real estate revenues for the full year 2015 were $49.3 million, compared to $54.8 million for the full year 2014, representing a decrease of $5.5 million, or 10%. The decrease in both periods was due primarily to a reduction in space leased by Tribune Publishing Company at several properties and the sale of the production facility and land in Baltimore, MD, in December 2014.
Corporate and Other Adjusted EBITDA for the fourth quarter of 2015 represented a loss of $19.6 million, compared to a loss of $15.5 million in the fourth quarter of 2014. The increase in loss was primarily a result of increased corporate costs as a result of becoming a publicly traded company in December 2014.
For the full year 2015, Corporate and Other Adjusted EBITDA represented a loss of $73.6 million, compared to a loss of $45.6 million for the full year 2014. The increase in loss was primarily a result of increased corporate costs driven by the implementation of new technology applications and the establishment of new shared services operations following the Company’s separation from Tribune Publishing Company in August 2014, as well as the decline in real estate revenues.
Impairment of Goodwill and Other Intangible Assets
During the fourth quarter of 2015, the Company recorded non-cash impairment charges of $385 million at Television and Entertainment, consisting of a $381 million charge related to the impairment of goodwill at the cable reporting unit and a $4 million charge related to the impairment of an FCC license at one of the Company’s television stations.
RETURN OF CAPITAL TO SHAREHOLDERS
The Company completed its previously announced $400 million stock repurchase program in the fourth quarter of 2015 and has now returned more than $1 billion in capital to shareholders through dividend payments and share repurchases in 2015.
Stock Repurchase Programs
In October 2014, the Company announced a $400 million stock repurchase program. As of December 31, 2015, the Company completed this program, purchasing an aggregate of 7.7 million shares of the Company’s Class A common stock in open market transactions. During the fourth quarter of 2015, the Company repurchased approximately 1.8 million shares of the Company’s Class A common stock in open market transactions for approximately $67 million. During the year ended December 31, 2015, the Company repurchased approximately 6.6 million shares of the Company’s Class A common stock in open market transactions for approximately $332 million.
On February 24, 2016, the Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $400 million of its outstanding Class A common stock. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company’s management team. The repurchase program may be suspended or discontinued at any time. The Company expects to finance the purchases with available cash, cash flows from operations, proceeds from asset sales or debt facilities.
Quarterly Dividend
On February 24, 2016, the Company’s Board of Directors declared a quarterly cash dividend of $0.25 per share on the Company’s common stock. In addition, holders of the Company’s outstanding warrants will receive a cash payment equal to the amount of the dividend paid per share of common stock for each share of common stock such warrants are exercisable into. The dividend is payable on March 24, 2016 to stockholders of record at the close of business on March 10, 2016. This is the fourth quarterly dividend declared under the Company’s dividend program announced on March 6, 2015. Future dividends will be subject to the discretion of the Company’s Board of Directors.
FINANCIAL GUIDANCE
The following represents the Company’s financial guidance for the full year 2016 for the current business portfolio. Given the evaluation of strategic and financial alternatives discussed above, our actual results for the full year may differ materially as the guidance below is based on our assets and operations as they exist today. 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.
Due to a change in guidance policy and in light of the strategic review, our financial guidance does not include any guidance with respect to our long-term outlook.
For full year 2016, the Company expects:
Consolidated revenues to be between $2.25 billion and $2.28 billion
Consolidated Adjusted EBITDA to be between $615 million and $645 million
Television and Entertainment segment revenues to be between $1.975 billion and $2.000 billion
Television and Entertainment segment Adjusted EBITDA to be between $640 million and $665 million
Digital and Data segment revenues to be between $225 million and $235 million
Digital and Data segment Adjusted EBITDA to be between $47 million and $50 million
Real estate revenues to be approximately $49 million
Real estate expenses to be approximately $26 million
Corporate expenses to be between $93 million and $95 million
Corporate and Other Adjusted EBITDA to be between $(70) million and $(72) million
Capital expenditures to be approximately $127 million ($63 million of which is non-recurring)
Cash taxes to be between $115 million and $125 million
Cash interest to be approximately $160 million
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 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 6162054.
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 8, 2016 at (877) 344-7529 (domestic) or (412) 317-0088 (international). The confirmation code for the replay is 10080557.
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For a copy of this press release, complete with tables, please visit Investor Relations.
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 approximately 50 million households, national entertainment network WGN America, whose reach is approaching 80 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 and 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:
Danielle DeVoe
Director/Corporate Finance, Investor Relations
(646) 563-8296
ddevoe@tribunemedia.com
MEDIA CONTACT:
Gary Weitman
SVP/Corporate Relations
(312) 222-3394
gweitman@tribunemedia.com
Non-GAAP Financial Measures
This press release includes a discussion of Adjusted EBITDA and Adjusted EPS for the Company and Adjusted EBITDA for our operating segments (Television and Entertainment, Digital and Data, and Corporate and Other) and presents Broadcast Cash Flow for our Television and Entertainment segment. Adjusted EPS, Adjusted EBITDA and Broadcast Cash Flow are financial measures that are not recognized under accounting principles generally accepted in the U.S. (“GAAP”). Adjusted EPS is calculated based on net income (loss) before income (loss) from discontinued operations, net of taxes, investment transactions, loss on extinguishment of debt, certain adjustments to income on equity investments, net, certain special items (including severance), non-operating items, gain (loss) on sales of real estate, goodwill and other intangible asset and program impairments and other non-cash charges and reorganization items per common share. Adjusted EBITDA for the Company is defined as net income (loss) before income (loss) from discontinued operations, net of taxes, income taxes, investment transactions, loss on 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, gain (loss) on sales of real estate, goodwill and other intangible asset and program impairments and other non-cash charges 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, goodwill and other intangible asset and program impairments and other non-cash charges 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 EPS, 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 Adjusting EPS, 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 EPS, 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 EPS, 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 Adjusted EPS and Adjusted EBITDA and segment Adjusted EBITDA and Broadcast Cash Flow to the most directly comparable financial measures calculated and presented in accordance with GAAP. No reconciliation of the forecasted range for Adjusted EBITDA on a consolidated or segment basis for fiscal 2016 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 2016 forecasted revenues, Adjusted EBITDA and other consolidated and segment financial performance guidance, our real estate monetization strategy, exploration of strategic and financial alternatives and other corporate initiatives, 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 (the “SEC”) on February 29, 2016. “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; 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 or carriage fee agreements; our ability to monetize our real estate assets; the incurrence of additional tax-related liabilities related to historical income tax returns; 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 First 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; compliance with both US and foreign government regulations applicable to our industry; our ability to protect our information systems; compliance with laws related to our international operations, including anti-bribery, anti-money laundering, export controls and other laws; 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 requirements; a downgrade or withdrawal of ratings assigned to us or our indebtedness; 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.