PRESS RELEASE
TORSTAR CORPORATION REPORTS THIRD QUARTER RESULTS
TORONTO, ONTARIO – (Marketwired – November 4, 2015) – Torstar Corporation (TSX:TS.B) today reported financial
results for the third quarter ended September 30, 2015.
Highlights for the third quarter:
•
On July 28, 2015 Torstar closed its purchase of a 56% interest in VerticalScope, a vertically focused digital
media company which operates across North America for $200 million. Subsequent to the end of the third
quarter, Torstar received a $22.2 million distribution from VerticalScope, as anticipated at the time of the closing,
reducing its original investment to approximately $178 million.
•
On September 15, 2015 the Toronto Star launched Star Touch, its innovative new tablet app.
•
Net loss from continuing operations was $164.8 million ($2.04 per share) in the third quarter of 2015, an increase
in the loss of $77.8 million ($0.96 per share) from $87.0 million ($1.08 per share) in the third quarter of 2014.
Net loss from continuing operations for the third quarter of 2015 included $147.8 million of non-cash impairment
charges and $25.3 million of charges in respect of amortization and depreciation. Net loss from continuing
operations for the third quarter of 2014 included $97.3 million of non-cash impairment charges and $7.8 million
of charges in respect of amortization and depreciation.
•
Net loss attributable to equity shareholders was $164.3 million ($2.05 per share) in the third quarter of 2015
compared to net income attributable to equity shareholders of $125.3 million ($1.57 per share) in the third
quarter of 2014. Net income attributable to equity shareholders in the third quarter of 2014 included a $224.6
million pre-tax gain on the sale of Harlequin.
•
Adjusted loss per share (see “Non-IFRS measures”) was $0.13 in the third quarter of 2015, down $0.19 from
the third quarter of 2014. Adjusted earnings per share included a $0.17 per share effect of additional
amortization and depreciation of intangible assets associated with the investment in VerticalScope.
•
Third quarter 2015 segmented operating profit (see “Non-IFRS measures”) decreased $74.2 million from the
third quarter of 2014. Segmented operating profit in the third quarter of 2015 included an increase of $50.4
million in non-cash impairment charges as well as an increase of $17.5 million in amortization and depreciation,
primarily associated with the investment in VerticalScope.
•
Segmented adjusted EBITDA (see “Non-IFRS measures”) was $9.9 million in the third quarter of 2015, down
$6.1 million (38.2%) from $16.0 million in the third quarter of 2014.
•
Segmented revenue (see “Non-IFRS measures”) was $201.4 million in the third quarter of 2015, down $9.8
million (4.6%) from $211.2 million in the third quarter of 2014.
•
Ended the third quarter of 2015 with total cash and cash equivalents and restricted cash of $55.6 million.
Subsequent to the end of the third quarter, Torstar received the $22.2 million distribution from VerticalScope
and $7.1 million in digital media tax credits, net of expenses.
•
Subsequent to the end of the third quarter, Torstar's Board of Directors announced that it intends to reduce
the dividend to 26 cents per share annually effective the first quarter of 2016.
“Results in the quarter were lower with segmented adjusted EBITDA down $6.1 million to $9.9 million due
primarily to the impact of continued print advertising pressures and costs associated with the launch of Star Touch,
the Toronto Star's innovative new tablet app. These results benefited from the inclusion of earnings from our investment
in VerticalScope, which were nicely in line with our expectations." said David Holland, President and CEO of Torstar
Corporation. "Given the continuing challenges in the operating environment and our recent commitment of capital to
a high growth business opportunity in VerticalScope, we are also announcing our intention to reduce the dividend by
approximately 50% from 52.5 cents per share annually to 26 cents per share annually, effective March 2016."
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"We were very pleased by the steps taken in the quarter in evolving toward a more digitally oriented future.
The July 28th closing of our investment in VerticalScope and the mid-September launch of Star Touch represent very
important steps forward in the transformation of Torstar."
The following chart provides a continuity of earnings per share from the third quarter and first nine months of
2014 to the third quarter and first nine months of 2015:
Third quarter
Earnings Per
Share
Earnings (loss) per share from continuing operations attributable to
equity shareholders in 2014
Nine months ended
September 30
Adjusted
Earnings
Per Share
Adjusted
Earnings Per Earnings Per
Share
Share
($1.08)
$0.06
($0.88)
$0.28
(0.08)
(0.08)
(0.19)
(0.19)
0.00
0.00
0.03
0.03
(0.11)
(0.10)
(0.10)
Changes
•
Operations
•
Interest and financing costs
•
Associated businesses
(0.11)
•
Restructuring and other charges*
(0.01)
(0.13)
•
Impairment of assets*
(0.62)
(0.62)
•
Non-cash foreign exchange*
0.05
0.06
•
Other income (expense) *
0.00
0.02
•
Change in deferred taxes*
(0.19)
(0.25)
Earnings (loss) per share from continuing operations attributable to
equity shareholders in 2015
Earnings (loss) per share from discontinued operations attributable to
equity shareholders in 2015
Earnings (loss) per share attributable to equity shareholders in 2015
($2.04)
($0.13)
$0.02
($0.05)
($0.01)
($2.05)
($2.06)
($0.13)
($2.11)
$0.02
* Items are excluded from definition of adjusted earnings per share, see “Non-IFRS measures”
OPERATING RESULTS –THIRD QUARTER 2015
The following tables sets out, in $000’s the segmented results for the three months ended September 30, 2015 and
2014.
Three months ended September 30, 2015
(in $000’s)
Operating revenue
MMG
$106,694
SMG
$79,543
Digital
Ventures
Corporate
$15,137
Total
Segmented*
$201,374
Adjustments
&
Eliminations1
($15,988)
Total Per
Consolidated
Statement of Income
$185,386
Salaries and benefits
(51,019)
(32,393)
(4,954)
($1,752)
(90,118)
5,725
(84,393)
Other operating costs
(46,580)
(48,219)
(5,866)
(644)
(101,309)
5,468
(95,841)
9,095
(1,069)
4,317
9,947
(4,795)
5,152
Amortization & depreciation
(3,574)
(3,419)
(18,317)
(11)
(25,321)
18,030
(7,291)
Operating earnings (loss)**
5,521
(4,488)
(14,000)
(2,407)
(15,374)
13,235
(2,139)
(147,760)
12,000
(135,760)
($167,337)
$25,235
($142,102)
Adjusted EBITDA**
Restructuring and other
charges
Impairment of assets
Operating profit (loss)**
(472)
(3,731)
(135,367)
(393)
(12,000)
($130,318)
($8,612)
($26,000)
(2,396)
(4,203)
(4,203)
Loss from continuing
operations
($2,407)
($164,834)
Discontinued operations
($400)
($165,234)
Net loss
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Three months ended September 30, 2014
(in $000’s)
Operating revenue
MMG
Digital
Ventures
Corporate
Total
Segmented*
$87,259
$8,873
(31,724)
(3,700)
($3,537)
(92,683)
4,547
(88,136)
Other operating costs
(48,345)
(48,376)
(4,006)
(1,815)
(102,542)
4,568
(97,974)
Adjusted EBITDA**
13,003
7,159
1,167
(5,352)
15,977
(2,162)
13,815
Amortization & depreciation
(3,512)
(3,448)
(852)
Operating earnings (loss)**
9,491
3,711
315
(1,475)
Operating profit (loss)**
$8,016
(14)
(7,826)
(5,366)
8,151
($11,277)
Total Per
Consolidated
Statement of Income
(53,722)
Impairment of assets
$211,202
Adjustments
&
Eliminations1
Salaries and benefits
Restructuring and other
charges
$115,070
SMG
677
(1,485)
$199,925
(7,149)
6,666
(2,431)
(1)
(3,907)
1
(3,906)
(82,348)
(15,000)
(97,348)
15,000
(82,348)
($81,068)
($14,686)
($93,104)
$13,516
($79,588)
($5,366)
Loss from continuing
operations
($86,998)
Net income from discontinued
operations
$212,332
Net income
$125,334
1
Reflects eliminations of proportionate share of joint ventures and 56% interest in VerticalScope
* Includes proportionately consolidated share of joint venture operations.
** These are non-IFRS or additional IFRS measures, see “Non-IFRS measures”.
Revenue
Segmented revenue was down $9.8 million or 4.6% in the third quarter. Revenue excluding the proportionate share
of revenue from joint ventures and Torstar's 56% interest in VerticalScope (“operating revenue”) was down $14.5 million
or 7.3%. The decline in segmented revenue, which included the impact of $5.8 million of revenue associated with the
investment in VerticalScope on July 28, 2015, was largely due to print advertising revenue declines, which continued
to be under pressure in the third quarter, combined with continued declines in flyer distribution revenues. Multi-platform
subscriber revenues were down 1.9% in the third quarter of 2015.
At the Star Media Group, print advertising revenue declines in the third quarter reflected some moderation in the rate
of decline relative to the year to date trend at the Toronto Star and resulted from a moderation in the rate of decline in
retail advertising combined with an acceleration in the rate of decline in national advertising. Metro's revenues were
down in the third quarter reflecting continued pressure on national advertising partially offset by modest growth in
regional revenues in markets outside Ontario.
At Metroland Media Group, the decline in print advertising revenues in the third quarter reflected a modest improvement
over the year to date trend reflecting a slight moderation in the rate of decline in national advertising revenues relative
to the year to date trend. In addition, flyer distribution revenues continued to decline largely as a result of closures of
a few large retail customers. The trend in the third quarter moderated slightly reflecting the impact of price increases.
The increase in revenue in the Digital Ventures segment for the third quarter of 2015 was primarily the result of the
inclusion of revenues resulting from the investment in VerticalScope on July 28, 2015 but also reflects growth in revenue
at eyeReturn in the third quarter of 2015 relative to the comparable period of 2014, partially offset by lower revenues
from Workopolis.
Digital revenue across all segments increased 22.8%2 in the third quarter of 2015, largely resulting from the investment
in VerticalScope on July 28, 2015. Digital revenues for the third quarter also reflect lower revenues at Workopolis and
Save.ca offset by continued growth at eyeReturn, the Metroland local community websites and digital services. Digital
revenues were 16.1% of total segment revenues in the third quarter of 2015 compared to 12.5% in the third quarter
of 2014.
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Salaries and benefits
Segmented salaries and benefits costs were down $2.6 million or 2.8% in the third quarter of 2015. This decrease
reflects the benefit of $4.5 million in savings from restructuring initiatives and a $1.1 million digital media tax credit, as
this represents recoveries of previously incurred salary and benefits costs, partially offset by the impact of the inclusion
of the 56% investment in VerticalScope after July 28, 2015 as well as increased staffing costs associated with the
launch of Star Touch on September 15, 2015 and general wage increases.
Other operating costs
Other operating costs primarily consist of circulation/flyer distribution costs, production costs and newsprint costs which
represented 38.3%, 27.0% and 14.7% respectively of segmented other operating costs for the third quarter. Segmented
other operating costs were down $1.2 million or 1.2% in the third quarter of 2015 largely as a result of lower circulation/
flyer distribution costs, lower newsprint consumption and price, and other cost reductions. Other operating costs for
the third quarter of 2015 also reflect lower Corporate consulting costs relative to the third quarter of 2014. These cost
reductions were partially offset by the inclusion of VerticalScope's costs from July 29, 2015 to September 30, 2015.
Adjusted EBITDA
Segmented adjusted EBITDA was $9.9 million in the third quarter of 2015, down $6.1 million from the third quarter of
2014. This decrease reflects the above noted revenue declines and additional costs associated with Star Touch and
were only partially offset by the impact of cost reductions and the investment in VerticalScope on July 28, 2015. Adjusted
EBITDA in the third quarter of 2015 also included the benefit of $1.1 million in digital media tax credits.
Profitability of the digital properties was higher in the third quarter of 2015 largely as a result of the inclusion of the
investment in VerticalScope from July 29, 2015 through September 30, 2015 as well as improvement in the performance
of the digital properties in the Star Media Group and Metroland Media Group.
Amortization and depreciation
Total segmented amortization and depreciation increased $17.5 million in the third quarter of 2015. The increase in
the third quarter was primarily the result of $14.8 million of amortization of fair value adjustments on the investment in
VerticalScope
Operating earnings
Segmented operating earnings in the third quarter of 2015 were down $23.6 million from $8.2 million in the third quarter
of 2014. This decrease primarily reflects the above noted revenue declines and increased amortization and depreciation
which were only partially offset by the impact of cost reductions.
Restructuring and other charges
Total segmented restructuring and other charges were $4.2 million in the third quarter of 2015 and $3.9 million in the
comparable period of 2014. These charges largely related to ongoing efforts to reduce costs as well as a charge related
to Metroland Media Group’s decision to phase out product sales. Restructuring charges through the end of the third
quarter of 2015 reflect a reduction of approximately 309 positions which are expected to result in annualized net labour
savings of $23.6 million. Of the annualized savings anticipated as a result of the initiatives undertaken through the first
nine months of 2015, $9.3 million of the savings are expected to be realized in 2015 (including $4.7 million in the first
nine months) and $14.3 million in 2016.
Impairment of assets
During the third quarter of 2015, Torstar incurred charges related to asset impairment of property, plant and equipment,
intangible assets, goodwill and investments in joint ventures totalling $147.8 million. During the third quarter of 2014,
Torstar incurred charges related to asset impairment of property, plant and equipment, goodwill and investments in
joint ventures totalling $97.3 million. These charges have no impact on cash flows.
During the third quarters of 2015 and 2014, Torstar conducted impairment tests on the carrying value of intangible
assets with a finite useful life, intangible assets with an indefinite useful life and goodwill. In carrying out this testing
during the third quarter of 2015, it was determined that the carrying amount of goodwill in the Metroland Media Group
of CGUs exceeded the value in use and Torstar recorded an impairment charge of $135.0 million for goodwill and a
charge of $0.4 million for intangible assets in the Metroland Media Group of CGUs. This impairment was the result of
lower revenue projections reflecting current economic conditions coupled with lower forecasted longer term revenues
reflecting continued shifts in spending by advertisers from print advertising to digital advertising. Torstar also recorded
a $12.0 million impairment charge in respect of its joint venture investment in Workopolis during the third quarter of
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2015 resulting from lower forecasted revenues attributable to continued increases in competition in the online
recruitment and job search markets as well as prevailing economic conditions.
In carrying out this testing during the third quarter of 2014, it was determined that the carrying amount of goodwill in
the Star Media Group of CGUs exceeded the value in use and Torstar recorded an impairment charge of $82.0 million
for goodwill in the Star Media Group of CGUs. This impairment was the result of lower forecasted revenues reflecting
continued shifts in spending by advertisers. Torstar also recorded a $15.0 million impairment charge in respect of its
joint venture investment in Workopolis during the third quarter of 2014 resulting from lower forecasted revenues
attributable to an increase in competition in the online recruitment and job search markets and prevailing economic
conditions.
Operating profit (loss)
Segmented operating loss increased $74.2 million in the third quarter of 2015. Operating loss excluding the proportionate
share from joint ventures and Torstar's 56% interest in VerticalScope (“operating profit (loss)”) was up $62.5 million
in the third quarter of 2015. This increase primarily reflects increased depreciation and amortization expense related
to the investment in VerticalScope and increased non-cash impairment charges relative to the comparable period in
2014.
Interest and financing costs
Interest and financing costs were $0.7 million in the third quarter of 2015, up $0.1 million from the third quarter of 2014.
The higher interest and financing costs in the third quarter of 2015 reflect a $0.9 million decrease in interest on debt,
as all amounts outstanding under the previous debt facilities were repaid during the third quarter of 2014 using proceeds
from the sale of Harlequin. These decreases were partially offset by a $0.6 million increase in financing costs related
to employee benefit plans and a decrease of $0.2 million in interest earned on cash and cash equivalents.
Income (loss) from joint ventures
Loss from joint ventures was $11.6 million in the third quarter of 2015 and $13.7 million in the third quarter of 2014.
These losses primarily reflect impairment charges of $12.0 million recorded in the third quarter of 2015 and $15.0
million recorded in the third quarter of 2014 related to Torstar’s joint venture investment in Workopolis, as discussed
above.
Income (loss) from associated businesses
Loss from associated businesses was $11.8 million in the third quarter of 2015 and $0.3 million in the third quarter of
2014. The 2015 third quarter included income of $0.5 million from Black Press offset by a loss of $1.1 million from
Shop.ca, a loss of $0.9 million from Blue Ant and a loss of $10.3 million from VerticalScope. The third quarter loss from
VerticalScope included $14.8 million of amortization of fair value adjustments on the acquisition of the investment in
VerticalScope. The third quarter of 2014 included income of $1.1 million from Black Press and $0.1 million from Tuango
offset by a loss of $0.8 million from Blue Ant and a loss of $0.7 million from Shop.ca.
Income and other taxes
Torstar recorded a tax recovery of $1.2 million in the third quarter of 2015. This compares to income tax recoveries
of $14.4 million in the third quarter of 2014. The tax recoveries in the third quarter of 2014 were primarily attributable
to a deferred tax benefit associated with the recognition of certain previously unrecognized loss carryforwards and
certain tax and accounting base differences in connection with the sale of Harlequin.
Net loss from continuing operations
Net loss from continuing operations was $164.8 million ($2.04 per share) in the third quarter of 2015, an increase of
$77.8 million ($0.96 per share) from a loss of $87.0 million ($1.08 per share) in the third quarter of 2014. Net loss from
continuing operations for the third quarter of 2015 included $147.8 million of non-cash impairment charges and $25.3
million of charges in respect of amortization and depreciation. Net loss from continuing operations for the third quarter
of 2014 included $97.3 million of non-cash impairment charges and $7.8 million of charges in respect of amortization
and depreciation.
Income (loss) from discontinued operations
On August 1, 2014 Torstar sold all of the shares of Harlequin to a division of HarperCollins Publishers L.L.C., a subsidiary
of News Corp., for a purchase price of $455.0 million, subject to certain adjustments for working capital and other
related items. Effective the second quarter of 2014, Harlequin was reclassified as Assets Held for Sale and Discontinued
Operations. Upon the closing of the sale in the third quarter of 2014, the net assets of Harlequin were no longer included
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in Assets Held for Sale. In connection with the sale of Harlequin, Torstar indemnified the Purchaser for costs and fees
related to certain matters including certain tax and pre-existing litigation matters and estimated the exposure under
these indemnities and recorded a contingent liability in respect of these matters. The loss from discontinued operations
of $0.4 million for the third quarter of 2015 relates to revised estimates in respect of insurance reserves. Net income
from discontinued operations was $212.3 million in the third quarter of 2014, reflecting Harlequin's net income as well
as the gain on sale.
Net income (loss) attributable to equity shareholders
Net loss attributable to equity shareholders was $164.3 million ($2.05 per share) in the third quarter of 2015 compared
to net income attributable to equity shareholders of $125.3 million ($1.57 per share) in the third quarter of 2014. Net
income attributable to equity shareholders in the third quarter of 2014 included a $224.6 million pre-tax gain on the
sale of Harlequin.
OUTLOOK
Through the third quarter and first nine months of 2015, Metroland Media Group and Star Media Group continued to
face challenges as a result of continued shifts in spending by advertisers. Indications are that the revenue trends
experienced at Star Media Group and Metroland Media Group in the third quarter of 2015 have continued early into
the fourth quarter with print advertising revenues likely to continue to be under pressure. Torstar expects that flyer
distribution revenues in the balance of the year will continue to be negatively affected by closures of a few large retail
customers, partially offset by the benefit of price increases. The modest decline in subscriber revenues experienced
in the first nine months of 2015 is also expected to continue through the end of 2015. Within the Digital Ventures
segment, the trends in revenue growth at VerticalScope and eyeReturn experienced in the third quarter have continued
early into the fourth quarter and are expected to continue for the balance of the year.
Across Torstar, cost reduction will remain an important area of focus and Metroland Media Group and Star Media Group
are anticipated to realize $5.2 million of savings in the balance of 2015 from restructuring initiatives undertaken through
the end of the third quarter of 2015 ($3.7 million in Metroland Media Group and $1.5 million in the Star Media Group).
Star Media Group has recognized the benefit of $7.1 million in digital media tax credits in the first nine months of 2015,
and does not currently anticipate recognizing the benefit of any further digital media tax credits in the fourth quarter.
The Toronto Star launched its new tablet offering, Star Touch, on September 15, 2015. Presently it is expected that
the net investment related to Star Touch in 2015 to be within the range of $11 to $12 million on a pre-tax basis ($5.5
million on a pre-tax basis for the first nine months of 2015), including significant marketing costs associated with the
launch. Excluding Star Touch, net investment spending associated with other growth initiatives in the balance of 2015
is currently expected to be somewhat lower than 2014 levels.
Capital expenditures for 2015 continue to be forecasted in the order of $35 million, including approximately $13 million
in respect of Star Touch.
Looking forward, in 2016, the net investment related to Star Touch is currently estimated to fall to approximately $7 to
$8 million. Also, expenses related to Torstar's registered defined benefit pension plans are currently expected to
decrease by approximately $2.5 million in 2016. From a cash flow perspective, in 2016, Torstar anticipates the required
funding of its registered defined benefit pension plans to remain at approximately $18 million, which is approximately
$3 million in excess of the amount expected to be expensed in the statement of income in 2016. Capital expenditures
in 2016 are currently anticipated to be between $16 million and $18 million.
Subsequent to the end of the third quarter, Torstar's Board of Directors announced that it intends to reduce the dividend
to 26 cents per share annually effective the first quarter of 2016.
2
The paywall at the Toronto Star was eliminated effective April 1, 2015. Revenues associated with the paywall were not material and were excluded
from both the current and prior periods for comparison purposes in the discussions of digital and multi-platform subscriber revenues.
DIVIDEND
On November 3, 2015, Torstar declared a quarterly dividend of 13.125 cents per share on its Class A shares and Class
B non-voting shares, payable on December 31, 2015, to shareholders of record at the close of business on December
11, 2015. Torstar advises that, for the purposes of the Income Tax Act, Canada and for any relevant provincial tax
legislation, this dividend is designated as an eligible dividend.
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ADDITIONAL INFORMATION
For additional information, please refer to Torstar’s condensed consolidated financial statements for the period ended
September 30, 2015 and the Interim Management’s Discussion and Analysis (“MD&A”). Both documents will be filed
today on SEDAR and are available on Torstar’s corporate website www.torstar.com.
CONFERENCE CALL
Torstar has scheduled a conference call for November 4, 2015 at 8:15 a.m. to discuss its third quarter results. The
dial-in number is (416) 340-8527 or 1-800-355-4959. A live broadcast of the conference call will be available over the
internet on the Presentations, Events and Conference Calls page (Investor Relations) on Torstar’s website
www.torstar.com. A recording of the conference call will be available for 9 days at (905) 694-9451 or 1-800-408-3053
reservation number 8478824. An online archive of the broadcast will be available shortly after the completion of the
call and will be accessible by visiting the Presentations, Events and Conference Calls (Investor Relations) page on
Torstar’s website www.torstar.com.
About Torstar Corporation
Torstar Corporation is a broadly based media company listed on the Toronto Stock Exchange (TS.B). Its businesses include the Star Media Group
led by the Toronto Star, Canada’s largest daily newspaper and Free Daily News Group Inc., which publishes the English-language Metro newspapers
in several Canadian cities; Metroland Media Group, publisher of community and daily newspapers in Ontario; and also include digital properties
including thestar.com, Star Touch, Workopolis, wagjag.com, toronto.com, save.ca, Olive Media and eyeReturn Marketing Inc. It also holds an interest
in VerticalScope, a North American vertically-focused digital media company.
Non-IFRS measures
In addition to operating profit, an additional IFRS measure, as presented in the consolidated statement of income, management uses segmented
revenue, adjusted EBITDA (“EBITDA”) (and where applicable segmented adjusted EBITDA), operating earnings (and where applicable segmented
operating earnings), and adjusted earnings per share as measures to assess the consolidated performance and the performance of the reporting
units and business segments. Please refer to Section 11 of Torstar’s MD&A for the three and nine months ended September 30, 2015 for a
reconciliation of adjusted EBITDA and Operating earnings (and Segmented adjusted EBITDA/Segmented Operating earnings – as applicable) with
Operating profit (Segmented Operating profit – as applicable) and adjusted earnings per share to earnings per share.
Segmented revenue
Segmented revenue is calculated in the same manner as operating revenue in the Condensed Consolidated Financial Statements, except that it
is calculated using total segment results which includes Torstar’s proportionately consolidated share of revenues from joint ventures and Torstar's
56% interest in VerticalScope. Management of each segment is accountable for the revenues, including the proportionately consolidated share of
revenues from joint venture operations. Management believes that segmented revenue is a useful measure for investors as it is a measure of the
revenues for which management of each segment is accountable. The intent of segmented revenue is to provide additional useful information to
investors, analysts and readers of Torstar’s financial statements. The measure does not have any standardized meaning under IFRS and accordingly
may not be comparable to measures used by other companies.
Adjusted EBITDA(Segmented Adjusted EBITDA)
Management believes that adjusted EBITDA is an important proxy for the amount of cash generated by Torstar’s ongoing operations (or by a reporting
unit or business segment) to generate liquidity to fund future capital needs and management uses this metric for this purpose. Adjusted EBITDA is
not the actual cash provided by operating activities and is not a recognized measure of financial performance under IFRS. Torstar calculates adjusted
EBITDA as operating revenue, less salaries and benefits and other operating costs, as presented on the consolidated statement of income, and
excludes restructuring and other charges and impairment of assets. Restructuring and other charges and impairment of assets are eliminated as
these activities are not related to ongoing operations as of the end of the period. The exclusion of impairment of assets also eliminates the noncash impact. Adjusted EBITDA is also used by investors and analysts for valuation purposes. The intent of adjusted EBITDA is to provide additional
useful information to investors, analysts and readers of Torstar’s financial statements. The measure does not have any standardized meaning under
IFRS and accordingly may not be comparable to measures used by other companies (including calculating EBITDA on an adjusted basis to exclude
restructuring and other charges and impairment of assets). Segmented adjusted EBITDA is calculated in the same manner described above, except
that it is calculated using total segment results including proportionately consolidated results for joint ventures and Torstar's 56% interest in
VerticalScope for which management is accountable.
Operating earnings/Segmented operating earnings
Operating earnings is used by management to represent the results of ongoing operations inclusive of amortization and depreciation. Management
uses operating earnings as a measure of the amount of income generated by Torstar’s ongoing operations (or by a reporting unit or business
segment) after giving effect to amortization and depreciation. Management believes this metric is also useful for investors for this purpose. Torstar
calculates operating earnings as operating revenue less salaries and benefits and other operating costs and amortization and depreciation. Operating
earnings excludes restructuring and other charges and impairment of assets. Restructuring and other charges and impairment of assets are eliminated
as these activities are not related to ongoing operations as of the end of the period. Torstar’s method of calculating operating earnings (including
calculating operating earnings on an adjusted basis to exclude restructuring and other charges and impairment of assets) may differ from other
companies and accordingly may not be comparable to measures used by other companies. The intent of operating earnings is to provide additional
useful information to investors, analysts and readers of Torstar’s financial statements. The measure does not have any standardized meaning under
IFRS, is not a recognized measure of financial performance under IFRS, and accordingly may not be comparable to measures used by other
companies. Segmented operating earnings is calculated in the same manner described above, except that it is calculated using total segment
results including proportionately consolidated operating earnings for joint ventures and Torstar's 56% interest in VerticalScope for which management
is accountable.
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Adjusted earnings per share
Adjusted earnings per share is used by management to represent the per share earnings of results of Torstar's ongoing operations (or by a reporting
unit or business segment) and is not a recognized measure of financial performance under IFRS. Management believes this metric is also useful
for investors for this purpose. Torstar calculates adjusted earnings per share as earnings per share from continuing operations less the per share
effect of restructuring and other charges, impairment of assets, non-cash foreign exchange, other income (expense) and change in deferred taxes.
Restructuring and other charges and impairment of assets are eliminated as these activities are not related to ongoing operations as of the end of
the period. Non-cash foreign exchange, other income (expense) and changes in deferred taxes are eliminated as these are not related to ongoing
operating activities. The intent of presenting adjusted earnings per share is to provide additional useful information to investors, analysts and readers
of Torstar’s financial statements. Torstar’s method of calculating adjusted earnings per share may differ from other companies and accordingly may
not be comparable to measures used by other companies.The measure does not have any standardized meaning under IFRS, is not a recognized
measure of financial performance under IFRS, and accordingly may not be comparable to measures used by other companies.
Operating profit/Segmented operating profit
Operating profit is an additional IFRS measure. Management uses operating profit to measure the results of operations inclusive of impairments
and restructuring and other charges. Operating profit appears in Torstar’s consolidated statement of income. Management believes that operating
profit provides additional useful information to investors, analysts and readers of Torstar’s financial statements. The measure does not have any
standardized meaning under IFRS and accordingly may not be comparable to measures used by other companies. Torstar’s method of calculating
operating profit may differ from other companies and accordingly may not be comparable to measures used by other companies. Segmented
operating profit is calculated in the same manner described above, except that it is calculated using total segment results including proportionately
consolidated results for joint ventures and Torstar's 56% interest in VerticalScope for which management is accountable.
Forward-looking statements
Certain statements in this press release and in Torstar’s oral and written public communications may constitute forward-looking statements that
reflect management’s expectations regarding Torstar’s future growth, financial performance and business prospects and opportunities as of the
date of this press release.
Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as
“anticipate”, “believe”, “plan”, “forecast”, “expect”, “estimate”, “intend”, “would”, “could”, “if”, “may” and similar expressions.
This press release includes, among others, forward-looking statements regarding Torstar’s estimates regarding contingent liabilities, expected
savings including net savings from restructuring initiatives, the outlook for the balance of 2015, including anticipated revenue trends and operating
costs and expected costs related to Star Touch, expected pension plan obligations and expenses, Torstar's expected capital expenditures and
investment spending associated with other growth initiatives, expectations described in connection with the impairment of assets and anticipated
future dividend payments and digital media tax credits. All such statements are made pursuant to the “safe harbour” provisions of applicable
Canadian securities legislation. These statements reflect current expectations of management regarding future events and operating performance,
and speak only as of the date of this release. In addition, forward-looking statements are provided for the purpose of providing information about
management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate
for other purposes.
By their very nature, forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties.
There is a significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that management’s assumptions may
not be accurate and that actual results, performance or achievements may differ significantly from such predictions, forecasts, conclusions or
projections expressed or implied by such forward-looking statements. We caution readers not to place undue reliance on the forward-looking
statements in this press release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the
targets, outlooks, expectations, goals, estimates or intentions expressed in the forward-looking statements.
These factors include, but are not limited to: Torstar’s ability to operate in highly competitive industries; Torstar’s ability to compete with digital media,
other newspapers and other forms of media; Torstar’s ability to respond to the shift to digital media and the shift by advertisers to other digital
platforms; Torstar’s ability to attract, grow and retain its digital audience and profitably develop its digital platforms; Torstar’s ability to attract and
retain advertisers; Torstar’s ability to maintain adequate circulation/subscription levels; Torstar’s ability to attract and retain readers; Torstar’s ability
to integrate the technology associated with new digital platforms, including the Star Touch; general economic conditions and customer prospects
in the principal markets in which Torstar operates; Torstar’s ability to reduce costs; loss of reputation; dependence on third party suppliers and
service providers; reliance on technology and information systems; Torstar’s ability to execute appropriate strategic growth initiatives; unexpected
costs or liabilities related to acquisitions and dispositions; changes in employee future benefit obligations; labour disruptions; newsprint costs;
reliance on its printing operations; litigation; privacy, anti-spam, communications, e-commerce and environmental laws, health and safety regulations
and other laws and regulations applicable generally to Torstar’s businesses; availability of insurance; dependence on key personnel; intellectual
property rights; credit risk; product revenue and product liability; changes in deposit interest rates; foreign exchange fluctuations and foreign
operations; income tax and other taxes; results of impairment tests and uncertainties associated with critical accounting estimates; and control of
the Company by the Voting Trust. Effective July 28, 2015, Torstar's business now includes Torstar's 56% interest in VerticalScope. Accordingly the
risks outlined above and in Torstar's Annual MD&A also apply to Torstar's investment in VerticalScope. In addition, Torstar has identified the following
additional risk factors which apply more uniquely to VerticalScope including: VerticalScope's ability to compete with other digital media and other
forms of media; VerticalScope's ability to attract, grow and retain its digital audience and profitably develop its digital platforms; VerticalScope's
ability to attract, grow and retain advertisers; VerticalScope's ability to execute appropriate growth initiatives; VerticalScope's ability to integrate new
verticals and acquisitions; and restrictions imposed by VerticalScope's credit facilities, including restrictions on certain distributions, compliance with
certain financial covenants and compliance with other affirmative and negative covenants.
Torstar cautions that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect our results.
In addition, a number of assumptions, including those assumptions specifically identified throughout this press release, were applied in making the
forward-looking statements set forth in this press release. Some of the key assumptions include, without limitation, assumptions regarding the
performance of the North American economies; tax laws; continued availability of printing operations; availability of financing on appropriate terms;
exchange rates; market competition; rates of return and discount rates relating to pension expense and pension plan obligations; expected future
revenues; availability of appropriate opportunities for VerticalScope to grow its business; expected future liabilities; expected future cash flows and
discount rates relating to valuation of goodwill and intangible assets; and successful development and launch of new products. There is a risk that
-8-
some or all of these assumptions may prove to be incorrect. Decisions on declaration and payment of dividends are made on a quarterly basis by
the Board of Directors. There is no assurance regarding the amount and timing of future dividends.
When relying on our forward-looking statements to make decisions with respect to Torstar and its securities, investors and others should carefully
consider the foregoing factors and other uncertainties and potential events. Torstar does not intend, and disclaims any obligation to, update any
forward-looking statements, whether written or oral, or whether as a result of new information or otherwise, except as may be required by law.
For more information, please see the discussion of risks affecting Torstar and its businesses in Torstar’s 2014 Management’s Discussion & Analysis
which has been filed on www.sedar.com and is available on Torstar’s corporate website www.torstar.com.
Torstar’s news releases are available on the Internet at www.torstar.com.
For more information please contact:
L. DeMarchi
Executive Vice-President and Chief Financial Officer
Torstar Corporation
(416) 869-4776
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Torstar Corporation
Consolidated Statement of Financial Position
(Thousands of Canadian Dollars)
(Unaudited)
As at
September 30, 2015
Assets
Current:
Cash and cash equivalents
Restricted cash
Receivables
Inventories
Prepaid expenses
Prepaid and recoverable income taxes
Total current assets
Restricted cash
Investments in joint ventures
Investments in associated businesses
Property, plant and equipment
Intangible assets
Goodwill
Other assets
Employee benefits
Deferred income tax assets
Total assets
Liabilities and Equity
Current:
Accounts payable and accrued liabilities
Derivative financial instruments
Provisions
Income tax payable
Total current liabilities
Provisions
Other liabilities
Employee benefits
Deferred income tax liabilities
Equity:
Share capital
Contributed surplus
Retained earnings
Accumulated other comprehensive income
Total equity attributable to equity shareholders
Minority interests
Total equity
Total liabilities and equity
$15,136
40,465
134,370
6,937
8,894
7,130
212,932
37,310
238,849
118,067
77,222
209,457
11,834
5,802
27,862
$939,335
As at
December 31, 2014
$251,339
16,150
162,843
9,309
6,645
2,044
448,330
22,750
54,531
39,960
125,057
61,610
344,417
9,497
9,243
28,126
$1,143,521
$109,169
3,537
25,915
6,622
145,243
15,328
11,573
88,200
10,444
$115,717
402,322
19,530
243,444
1,737
667,033
1,514
668,547
$939,335
400,577
18,708
447,725
21
867,031
2,689
869,720
$1,143,521
22,583
11,708
150,008
16,774
9,996
85,315
11,708
Torstar Corporation
Consolidated Statement of Income
(Thousands of Canadian Dollars except per share amounts)
(Unaudited)
Three Months Ended
September 30
2015
2014
Nine Months Ended
September 30
2015
2014
Operating revenue
$185,386
$199,925
$572,882
$624,700
Salaries and benefits
Other operating costs
Amortization and depreciation
Restructuring and other charges
Impairment of assets
Operating profit (loss)
Interest and financing costs
Foreign exchange
Loss from joint ventures
Loss from associated businesses
Other income (expense)
(84,393)
(95,841)
(7,291)
(4,203)
(135,760)
(142,102)
(685)
98
(11,573)
(11,772)
(166,034)
1,200
(164,834)
(400)
($165,234)
(88,136)
(97,974)
(7,149)
(3,906)
(82,348)
(79,588)
(615)
(7,247)
(13,695)
(346)
93
(101,398)
14,400
(86,998)
212,332
$125,334
(254,318)
(285,336)
(20,868)
(23,568)
(135,760)
(146,968)
(972)
460
(9,721)
(11,083)
160
(168,124)
1,700
(166,424)
(3,900)
($170,324)
(269,745)
(299,339)
(23,593)
(11,776)
(82,872)
(62,625)
(4,953)
(7,860)
(10,599)
(925)
(1,523)
(88,485)
18,000
(70,485)
222,662
$152,177
($164,337)
($897)
$125,343
($9)
($169,149)
($1,175)
$152,129
$48
($2.04)
($0.01)
($2.05)
($1.08)
$2.65
$1.57
($2.06)
($0.05)
($2.11)
($0.88)
$2.78
$1.90
($2.04)
($0.01)
($2.05)
($1.08)
$2.64
$1.56
($2.06)
($0.05)
($2.11)
($0.88)
$2.78
$1.90
Income and other taxes recovery
Net loss from continuing operations
Income (loss) from discontinued operations
Net loss
Attributable to:
Equity shareholders
Minority interests
Net income (loss) attributable to equity shareholders
per Class A (voting) and Class B (non-voting) share:
Basic:
From continuing operations
From discontinued operations
Diluted:
From continuing operations
From discontinued operations
Torstar Corporation
Consolidated Statement of Cash Flows
(Thousands of Canadian Dollars)
(Unaudited)
Three months ended September 30
2015
2014
Nine months ended September 30
2015
2014
Cash was provided by (used in)
$33,621
Operating activities
$8,925
($9,636)
$21,846
Investing activities
(208,227)
410,992
(227,618)
391,073
Financing activities
(10,239)
(193,924)
(30,431)
(209,946)
(209,541)
207,432
(236,203)
214,748
Increase (decrease) in cash
Effect of exchange rate changes from discontinued operations
305
403
Cash, beginning of period
224,677
24,824
251,339
17,410
Cash, end of period
$15,136
$232,561
$15,136
$232,561
($164,834)
($86,998)
($166,424)
($70,485)
Operating activities:
Net loss from continuing operations
Amortization and depreciation
Deferred income taxes
Loss from joint ventures
Distributions from joint ventures
Loss from associated businesses
Dividend from associated businesses
Impairment of assets
7,291
100
7,149
(12,000)
20,868
900
23,593
(15,300)
11,573
13,695
9,721
10,599
6,175
750
7,500
5,060
11,772
346
11,083
925
193
725
193
919
135,760
82,348
135,760
82,872
5,327
3,774
15,333
11,060
Employee benefits funding
(5,023)
(10,778)
(14,534)
(28,559)
Other
(1,793)
6,037
(3,082)
1,885
6,541
5,048
17,318
22,569
Non-cash employee benefit expense
Restricted cash
Decrease in non-cash working capital
Cash provided by (used in) operating activities of continuing operations
(21,970)
(1,565)
(21,970)
2,500
(116)
11,231
6,093
24,387
8,925
(5,691)
21,846
24,986
Cash provided by (used in) operating activities of discontinued operations
Cash provided by (used in) operating activities
8,635
(3,945)
$8,925
($9,636)
$21,846
$33,621
($7,864)
($8,020)
($23,989)
($15,045)
Investing activities:
Additions to property, plant and equipment and intangible assets
Investment in associated businesses
Acquisitions and portfolio investments
(200,588)
(162)
(28)
Net proceeds from the sale of Harlequin
442,207
Restricted cash
(22,750)
Other
Cash provided by (used in) investing activities of continuing operations
387
(208,227)
411,387
($208,227)
$410,992
Cash used in investing activities of discontinued operations
Cash provided by (used in) investing activities
(22)
(202,055)
(1,417)
(2,090)
(10,754)
442,207
(22,750)
516
441
(227,618)
392,682
($227,618)
$391,073
(1,609)
(395)
Financing activities:
Repayment of bankers’ acceptances
($190,923)
($183,893)
Issuance of bankers’ acceptances
Dividends paid
11,199
($10,397)
Exercise of share options
Other
Cash used in financing activities
158
(10,370)
($31,144)
131
394
208
319
(31,051)
612
217
($10,239)
($193,924)
($30,431)
($209,946)
$15,136
$10,409
$15,136
$10,409
$15,136
$232,561
Cash represented by:
Attributed to continuing operations:
Cash
Cash equivalents – short-term deposits
Net cash, end of period
222,152
222,152
$15,136
$232,561