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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 8, 2017
TIME INC.(Exact Name of Registrant as Specified in its Charter)
Delaware 001-36218 13-3486363(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File No.) Identification No.)
225 Liberty StreetNew York, NY 10281
(Address of Principal Executive Offices, including zip code)
(212) 522-1212(Registrant's telephone number, including area code)
Not Applicable(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the ExchangeAct. ¨
Item 2.02. Results of Operations and Financial Condition.On August 8, 2017 , Time Inc. (the “Company”) issued a press release relating to, among other things, its financial results for the quarter ended June 30, 2017 . A copy of this pressrelease is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On August 8, 2017 , the Company also made available on its website at www.timeinc.com presentation materials that it intends to use in connection with its conference call that isscheduled to begin at 8:30 a.m. E.D.T., Tuesday, August 8, 2017 regarding its quarter ended June 30, 2017 financial results (the "Presentation Deck"). A copy of the PresentationDeck is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in this Item 2.02 as well as in Item 7.01 and Exhibit 99.1 and Exhibit 99.2 shall not be deemed "filed" for purposes of Section 18 of the SecuritiesExchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
Item 7.01. Regulation FD Disclosure.See Item 2.02 above regarding the Presentation Deck.
Item 9.01. Financial Statements and Exhibits.
Exhibit Description99.1 Press Release issued by Time Inc. on August 8, 201799.2 Presentation Deck issued by Time Inc. on August 8, 2017
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto dulyauthorized.
TIME INC.(Registrant) By: /s/ Susana D'Emic
Susana D'Emic Executive Vice President and Chief Financial Officer
Date: August 8, 2017
EXHIBIT INDEX
Exhibit Description99.1 Press Release issued by Time Inc. on August 8, 201799.2 Presentation Deck issued by Time Inc. on August 8, 2017
Exhibit 99.1
TIME INC. ANNOUNCES STRATEGIC TRANSFORMATION PROGRAMAND REPORTS SECOND QUARTER 2017 RESULTS
Strategic Transformation Program Has Already Targeted More than $400 Million of Run-Rate Cost Savings
Management Projects a Minimum Range of $500 Million to $600 Million ofAdjusted OIBDA within 3 to 4 Years*
Transformation Program Includes Reinvestment in Core Growth Areas Including Native and Branded Content, Video, Data & Targeting, Paid Products & Servicesand Brand Extensions
Second Quarter Operating Loss of $38 Million Principally due to Goodwill Impairmentand Restructuring and Severance Charges
Second Quarter Adjusted OIBDA of $88 million ; Roughly Flat Year-Over-Year
Management Reaffirms 2017 Outlook for Adjusted OIBDA
NEW YORK, August 8, 2017 - Time Inc. (NYSE:TIME) reported financial results for its second quarter ended June 30, 2017 . Time Inc. President and CEO Rich Battista said, “Iam pleased with our second quarter Adjusted OIBDA of $88 million, which was roughly flat year-over-year. Our revenues continued to be impacted by disruption through the firsthalf of 2017, as we said on our last call. Despite that revenue disruption, we executed in a highly disciplined way, which enabled us to beat Adjusted OIBDA expectations. Thethird quarter represents an important turning point for the Company as we are seeing strong momentum and sequential improvement of year-over-year trends for total advertisingrevenues. Today, we are reaffirming our 2017 Adjusted OIBDA outlook.”
Battista continued: “On our last earnings call, we outlined aggressive actions — building on what we had accomplished to date — to reduce costs, expand margins, rationalize ourportfolio and extend our brands into new growth revenue streams. We’ve been moving with speed and, most significantly, we are announcing today, a strategic transformationprogram based on a thorough review of Time Inc.’s business. Through this review, we have greater confidence in our path to accelerate the optimization of costs and revenuegrowth drivers. We have already targeted more than $400 million of run-rate cost savings, with the majority of initiatives expected to be implemented over the course of the next 18months. We plan to use a portion of these savings to invest in our future in key growth areas including native and branded content, video, data and targeting, paid products andservices, and brand extensions. With this program, we expect to realize significant cost savings and reinvest in our future, and we see a path to a minimum range of $500 million to$600 million of Adjusted OIBDA within the next three to four years.”
Results Summary
In millions (except per share amounts) Three Months Ended
June 30, Six Months Ended
June 30, 2017 2016 2017 2016 GAAP Measures Revenues $ 694 $ 769 $ 1,330 $ 1,459 Operating income (loss) (38) 50 (64) 47 Net income (loss) attributable to Time Inc. (44) 18 (72) 8 Diluted EPS (0.44) 0.18 (0.72) 0.08 Cash provided by (used in) operations 36 79 51 27 Non-GAAP Measures Adjusted OIBDA $ 88 $ 89 $ 111 $ 132 Adjusted Net income (loss) 13 22 (5) 11 Adjusted Diluted EPS 0.13 0.22 (0.05) 0.11 Free cash flow 16 53 10 (34) The Company’s Adjusted OIBDA , Adjusted Net income (loss) , Adjusted Diluted EPS and Free cash flow are non-GAAP financial measures. See “Use of Non-GAAP FinancialMeasures” below and the reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures in Schedules I through V attached hereto.
*Adjusted OIBDA does not include the impact of any potential divestitures.
SECOND QUARTER RESULTS
Revenues decreased $75 million , or 10% , in the second quarter of 2017 from the year-earlier quarter to $694 million reflecting declines in Advertising revenues and Circulationrevenues. The stronger U.S. dollar relative to the British pound had an $11 million adverse impact on Revenues for the quarter ended June 30, 2017 . Excluding the impact of U.S.dollar/British pound exchange rate changes, Revenues would have decreased 8% .
Advertising Revenues decreased $52 million , or 12% , in the second quarter of 2017 from the year-earlier quarter to $374 million primarily due to a decrease in Print and otheradvertising revenues, driven by fewer advertising pages sold as a result of the continuing secular trend of advertisers shifting advertising spending from print to other media andlower average price per page of advertising sold. In addition, we believe our Advertising revenues were negatively impacted by the public speculation about the ownership of theCompany and the trailing effect of the disruption from the reorganization of our advertising sales force. Although the secular print declines are expected to continue, there isencouraging improvement in Print and other advertising for the third quarter of 2017. Additionally, Digital advertising revenues decreased 2% primarily due to a major customerundergoing an agency review, partially offset by an increase in sales of native and branded content advertising, programmatic sales and video. The stronger U.S. dollar relative tothe British pound had a $4 million adverse impact on Advertising revenues for the quarter ended June 30, 2017 . Excluding the impact of U.S. dollar/British pound exchange ratechanges, Advertising revenues would have decreased 11% .
Circulation Revenues decreased $29 million , or 12% , in the second quarter of 2017 from the year-earlier quarter to $207 million as a result of the continued shift in consumerpreferences from print to digital media and fewer issues served to customers, primarily due to a change in frequency in 2017. The stronger U.S. dollar relative to the British poundhad a $5 million adverse impact on Circulation revenues for the quarter ended June 30, 2017 . Excluding the impact of U.S. dollar/British pound exchange rate changes, Circulationrevenues would have decreased 10% .
Other Revenues, which include marketing and support services provided to third parties, book publishing, events and licensing, increased $6 million , or 6% , in the second quarterof 2017 from the year-earlier quarter to $113 million due to an increase in content licensing and book publishing, primarily related to bookazines partially offset by a decline relatedto events. The stronger U.S. dollar relative to the British pound had a $2 million adverse impact on Other revenues for the quarter ended June 30, 2017 . Excluding the impact ofU.S. dollar/British pound exchange rate changes, Other revenues would have increased 7% .
Revenues Summary
In millions Three Months Ended
June 30, Six Months Ended
June 30, 2017 2016 % Change 2017 2016 % Change Print and other advertising $ 249 $ 299 (17)% $ 461 $ 569 (19)% Digital advertising 125 127 (2)% 244 217 12 % Advertising revenues 374 426 (12)% 705 786 (10)% Subscription 141 154 (8)% 281 315 (11)% Newsstand 58 74 (22)% 114 142 (20)% Other circulation 8 8 — % 17 17 — % Circulation revenues 207 236 (12)% 412 474 (13)% Other revenues 113 107 6 % 213 199 7 % Revenues $ 694 $ 769 (10)% $ 1,330 $ 1,459 (9)%
Costs of Revenues and Selling, General and Administrative Expenses decreased $73 million , or 11% , in the second quarter of 2017 from the year-earlier quarter to $614million . The decrease in Costs of revenues and Selling, general and administrative expenses was driven by the benefits realized from previously announced cost savings initiativesand lower printing, production and distribution costs driven by lower paper volume and prices. Additionally, included in Selling, general and administrative expenses were $8million and $7 million of Other costs related to mergers, acquisitions, investments and dispositions, and integration and transformation costs for the quarters ended June 30, 2017and 2016 , respectively. These costs have been excluded from our Adjusted OIBDA calculation. The stronger U.S. dollar relative to the British pound had a $9 million favorableimpact on Costs of revenues and Selling, general and administrative expenses for the quarter ended June 30, 2017 . Excluding the impact of U.S. dollar/British pound exchange ratechanges, Costs of revenues and Selling, general and administrative expenses would have decreased 9% .
Restructuring and Severance Costs increased $21 million in the second quarter of 2017 from the year-earlier quarter to $31 million due to cost re-engineering initiativesundertaken during the quarter ended June 30, 2017 , primarily related to headcount reductions.
Asset Impairments were $5 million related to a definite-lived tradename and a customer relationship intangible asset for the three months ended June 30, 2017 and $1 million forthe three months ended June 30, 2016 .
Goodwill Impairment was a noncash pretax charge of $50 million for the three months ended June 30, 2017 . This noncash charge was the result of a significant reduction inrevenues and operating cash flows of certain reporting units due to industry consolidation, stronger competition and slower revenue growth than anticipated. There was no Goodwill impairment charge during the three months ended June 30, 2016 .
(Gain) Loss on Operating Assets, Net was $2 million and $13 million for the three months ended June 30, 2017 and 2016 , respectively. This decrease is primarily related to an$11 million pretax gain recognized related to the sale of This Old House that was completed in the second quarter of 2016.
Operating Income (Loss) was a loss of $38 million and income of $50 million for the quarters ended June 30, 2017 and 2016 , respectively. The decrease in Operating loss wasprimarily driven by declines in Advertising revenues and Circulation revenues, Goodwill and Asset impairment charges and higher Restructuring and severance costs , partiallyoffset by the benefits of lower Costs of revenues and Selling, general and administrative expenses .
Adjusted OIBDA was $88 million and $89 million for the quarters ended June 30, 2017 and 2016 , respectively.
Cash Provided By (Used In) Operations was an inflow of $36 million for the quarter ended June 30, 2017 versus an inflow of $79 million for the year-earlier period.
Free Cash Flow was an inflow of $16 million in the second quarter of 2017 versus an inflow of $53 million for the year-earlier quarter, primarily reflecting a decrease in Cashprovided by (used in) operations offset by lower Capital expenditures .
On August 8, 2017 , our Board of Directors declared a dividend of $0.04 per common share to stockholders of record as of the close of business on August 31, 2017 , payable onSeptember 15, 2017 .
CONFERENCE CALL WEBCAST
The Company’s conference call can be heard live at 8:30 am E.T. on Tuesday, August 8, 2017 .To access a live audio webcast of the conference call, visit the Events and Presentations section of invest.timeinc.com.The earnings press release and management presentation will be available on our website at invest.timeinc.com.
CONTACTS: Investor Relations Jaison Blair (212) 522-5952 Tanya Levy-Odom (212) 522-9225
USE OF NON-GAAP FINANCIAL MEASURES
Time Inc. utilizes Operating income (loss) excluding Depreciation and Amortization of intangible assets ("OIBDA"), Adjusted OIBDA , Adjusted Net income (loss) , AdjustedDiluted EPS and Free cash flow , among other measures, to evaluate the performance of its business and its liquidity. We believe that the presentation of these measures helpsinvestors to analyze underlying trends in our business and to evaluate the performance of our business both on an absolute basis and relative to our peers and the broader market.We believe that these measures provide useful information to both management and investors by excluding certain items that may not be indicative of our core operating results andoperational strength of our business and help investors evaluate our liquidity and our ability to service our debt.
Some limitations of OIBDA, Adjusted OIBDA , Adjusted Net income (loss) , Adjusted Diluted EPS and Free cash flow are that they do not reflect certain charges that affect theoperating results of the Company's business and they involve judgment as to whether items affect fundamental operating performance.
A general limitation of these measures is that they are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and may not be comparable tosimilarly titled measures of other companies due to differences in methods of calculation and excluded items. OIBDA, Adjusted OIBDA , Adjusted Net income (loss) , AdjustedDiluted EPS and Free cash flow should be considered in addition to, not as a substitute for, the Company's Operating income (loss) , Net income (loss) attributable to Time Inc. ,Diluted net income (loss) per common share and various cash flow measures (e.g., Cash provided by (used in) operations ), as well as other measures of financial performance andliquidity reported in accordance with GAAP.
In addition, this earnings release includes comparisons that exclude the impacts of foreign currency exchange rate changes. These comparisons, which are non-GAAP measures, arecalculated by assuming constant foreign currency exchange rates used for translation based on the rates in effect for the comparable prior-year period. In order to compute ourconstant currency results, we multiply or divide, as appropriate, our current year U.S. dollar results by the current year average foreign exchange rates and then multiply or divide,as appropriate, those amounts by the prior year average foreign exchange rates. We believe this provides useful supplemental information regarding our results of operations,consistent with how we evaluate our own performance.
ABOUT TIME INC.
Time Inc. (NYSE:TIME) is a leading multi-platform consumer media company that engages over 170 million consumers globally every month. The company's influential brandsinclude PEOPLE, TIME, FORTUNE, SPORTS ILLUSTRATED, INSTYLE, REAL SIMPLE, SOUTHERN LIVING and TRAVEL + LEISURE, as well as approximately 60diverse international brands. Time Inc. offers marketers a differentiated proposition in the marketplace by combining its powerful brands, trusted content, audience scale, directrelationships with consumers and unique first-party data. The company is home to growing media and platforms, including digital video, OTT, television, licensing, paid productsand services and celebrated live events, such as the TIME 100, FORTUNE Most Powerful Women, PEOPLE’s Sexiest Man Alive, SPORTS ILLUSTRATED’s Sportsperson of theYear, the ESSENCE Festival and the FOOD & WINE Classic in Aspen.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’scurrent expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statementsherein due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of Time Inc.’s businesses.More detailed information about these factors may be found in filings by Time Inc. with the Securities and Exchange Commission, including its most recent Annual Report onForm 10-K and subsequent Quarterly Reports on Form 10-Q. Time Inc. is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-lookingstatements, whether as a result of new information, future events, or otherwise.
TIME INC.CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions, except share amounts)
June 30,
2017 December 31,
2016ASSETS Current assets Cash and cash equivalents $ 269 $ 296Short-term investments — 40Receivables, less allowances of $186 and $203 at June 30, 2017 and December 31, 2016, respectively 417 543Inventories, net of reserves 27 31Prepaid expenses and other current assets 133 110Total current assets 846 1,020 Property, plant and equipment, net 315 304Intangible assets, net 814 846Goodwill 2,043 2,069Other assets 69 66
Total assets $ 4,087 $ 4,305
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued liabilities $ 531 $ 598Deferred revenue 396 403Current portion of long-term debt 7 7Total current liabilities 934 1,008
Long-term debt 1,217 1,233Deferred tax liabilities 171 210Deferred revenue 78 86Other noncurrent liabilities 326 328 Redeemable noncontrolling interests 1 — Stockholders' equity Common stock, $0.01 par value, 400 million shares authorized; 99.58 million and 98.95 million shares issued and outstanding atJune 30, 2017 and December 31, 2016, respectively 1 1
Preferred stock, $0.01 par value, 40 million shares authorized; none issued — —Additional paid-in-capital 12,529 12,548Accumulated deficit (10,804) (10,732)Accumulated other comprehensive loss, net (366) (377)Total Time Inc. stockholders' equity 1,360 1,440Equity attributable to noncontrolling interests — —Total stockholders' equity 1,360 1,440
Total liabilities and stockholders' equity $ 4,087 $ 4,305
TIME INC.CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in millions, except per share amounts)
Three Months Ended
June 30, Six Months Ended
June 30, 2017 2016 2017 2016Revenues Advertising Print and other advertising $ 249 $ 299 $ 461 $ 569Digital advertising 125 127 244 217
Total advertising revenues 374 426 705 786Circulation Subscription 141 154 281 315Newsstand 58 74 114 142Other circulation 8 8 17 17
Total circulation revenues 207 236 412 474Other 113 107 213 199
Total revenues 694 769 1,330 1,459Costs of revenues Production costs 146 165 281 324Editorial costs 82 96 165 188Other 73 69 138 114
Total costs of revenues 301 330 584 626Selling, general and administrative expenses 313 357 645 722Amortization of intangible assets 19 20 39 41Depreciation 15 14 28 27Restructuring and severance costs 31 10 47 11Asset impairments 5 1 5 1Goodwill impairment 50 — 50 —(Gain) loss on operating assets, net (2) (13) (4) (16)Operating income (loss) (38) 50 (64) 47Bargain purchase (gain) — 2 — (3)Interest expense, net 17 18 34 35Other (income) expense, net 2 1 4 7Income (loss) before income taxes (57) 29 (102) 8Income tax provision (benefit) (13) 11 (30) —
Net income (loss) (44) 18 $ (72) $ 8Less: Net income (loss) attributable to noncontrolling interests — — — —
Net income (loss) attributable to Time Inc. $ (44) $ 18 $ (72) $ 8
Per share information attributable to Time Inc. common stockholders: Basic net income (loss) per common share $ (0.44) $ 0.18 $ (0.72) $ 0.08Weighted average basic common shares outstanding 99.71 100.56 99.67 100.42Diluted net income (loss) per common share $ (0.44) $ 0.18 $ (0.72) $ 0.08Weighted average diluted common shares outstanding 99.71 101.25 99.67 100.94Cash dividends declared per share of common stock $ 0.04 $ 0.19 $ 0.23 $ 0.38
TIME INC.CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
Six Months Ended
June 30, 2017 2016Cash provided by (used in) operations $ 51 $ 27Cash provided by (used in) investing activities (27) (164)Cash provided by (used in) financing activities (52) (186)Effect of exchange rate changes on Cash and cash equivalents 1 (8)INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (27) (331)CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 296 651
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 269 $ 320
Schedule I
TIME INC.RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED OIBDA
(Unaudited; in millions)
Three Months Ended
June 30, Six Months Ended
June 30, 2017 2016 2017 2016Operating income (loss) $ (38) $ 50 $ (64) $ 47Depreciation 15 14 28 27Amortization of intangible assets 19 20 39 41OIBDA (1) (4) 84 3 115Asset impairments 5 1 5 1Goodwill impairment 50 — 50 —Restructuring and severance costs 31 10 47 11(Gain) loss on operating assets, net (2) (2) (13) (4) (16)Other costs (3) 8 7 10 21
Adjusted OIBDA (4) $ 88 $ 89 $ 111 $ 132______________(1) OIBDA is defined as Operating income (loss) excluding Depreciation and Amortization of intangible assets .
(2) (Gain) loss on operating assets, net primarily reflects the recognition of a gain on sale of certain of our titles and of the deferred gain from the sale-leaseback of the Blue Fin Building thatwas completed in the fourth quarter of 2015.
(3) Other costs related to mergers, acquisitions, investments and dispositions, and integration and transformation costs during the periods presented are included within Selling, general andadministrative expenses within the Statements of Operations.
(4) Adjusted OIBDA is defined as OIBDA adjusted for impairments of Goodwill, intangible assets, fixed assets and investments; Restructuring and severance costs; (Gain) loss on operatingassets, net; Pension settlements/curtailments; and Other costs related to mergers, acquisitions, investments and dispositions, and integration and transformation costs.
Schedule II
TIME INC.RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS)
(Unaudited; in millions)
Three Months Ended
June 30, 2017 Three Months Ended
June 30, 2016 Gross Impact Tax Impact Net Impact Gross Impact Tax Impact Net ImpactNet income (loss) attributable to Time Inc. $ (57) $ 13 $ (44) $ 29 $ (11) $ 18Asset impairments 5 (2) 3 1 — 1Goodwill impairment 50 (19) 31 — — —Restructuring and severance costs 31 (10) 21 10 (4) 6(Gain) loss on operating assets, net (1) (2) — (2) (13) 4 (9)Bargain purchase (gain) (2) — — — 2 — 2(Gain) loss on extinguishment of debt (3) — — — — 1 1Other costs (4) 8 (4) 4 7 (4) 3Adjusted Net income (loss) (5) $ 35 $ (22) $ 13 $ 36 $ (14) $ 22
Six Months Ended
June 30, 2017 Six Months Ended
June 30, 2016 Gross Impact Tax Impact Net Impact Gross Impact Tax Impact Net ImpactNet income (loss) $ (102) $ 30 $ (72) $ 8 $ — $ 8Asset impairments 5 (2) 3 1 — 1Goodwill impairment 50 (19) 31 — — —Restructuring and severance costs 47 (16) 31 11 (4) 7(Gain) loss on operating assets, net (1) (4) — (4) (16) 4 (12)Bargain purchase (gain) (2) — — — (3) — (3)(Gain) loss on extinguishment of debt (3) — — — (4) 2 (2)Other costs (4) 10 (4) 6 21 (9) 12Adjusted Net income (loss) (5) $ 6 $ (11) $ (5) $ 18 $ (7) $ 11
________________________
(1) (Gain) loss on operating assets, net primarily reflects the recognition of a gain on sale of certain of our titles and of the deferred gain from the sale-leaseback of the Blue Fin Building thatwas completed in the fourth quarter of 2015.
(2) Bargain purchase (gain) relates to the acquisition of certain assets of Viant in the first quarter of 2016.
(3) (Gain) loss on extinguishment of debt in connection with repurchases of our Senior Notes is included within Other (income) expense, net within the Statements of Operations.
(4) Other costs related to mergers, acquisitions, investments and dispositions, and integration and transformation costs during the periods presented are included within Selling, general andadministrative expenses within the Statements of Operations.
(5) Adjusted Net income (loss) is defined as Net income (loss) attributable to Time Inc. adjusted for impairments of Goodwill, intangible assets, fixed assets and investments; Restructuringand severance costs; Gain (loss) on operating and/or non-operating assets; Pension settlements/curtailments; Bargain purchase (gain); (Gain) loss on extinguishment of debt; and Othercosts related to mergers, acquisitions, investments and dispositions, and integration and transformation costs; as well as the impact of income taxes on the above items.
Schedule III
TIME INC.RECONCILIATION OF DILUTED EPS TO ADJUSTED DILUTED EPS
(Unaudited; all per share amounts are net of tax)
Three Months Ended
June 30, Six Months Ended
June 30, 2017 2016 2017 2016Diluted net income (loss) per common share $ (0.44) $ 0.18 $ (0.72) $ 0.08Asset impairments 0.03 0.01 0.03 0.01Goodwill impairment 0.31 — 0.31 —Restructuring and severance costs 0.21 0.06 0.31 0.07(Gain) loss on operating assets, net (1) (0.02) (0.09) (0.04) (0.12)Bargain purchase (gain) (2) — 0.02 — (0.03)(Gain) loss on extinguishment of debt (3) — 0.01 — (0.02)Other costs (4) 0.04 0.03 0.06 0.12
Adjusted Diluted EPS (5)(6) $ 0.13 $ 0.22 $ (0.05) $ 0.11
______________(1) (Gain) loss on operating assets, net primarily reflects the recognition of a gain on sale of certain of our titles and of the deferred gain from the sale-leaseback of the Blue Fin Building that
was completed in the fourth quarter of 2015.
(2) Bargain purchase (gain) relates to the acquisition of certain assets of Viant in the first quarter of 2016.
(3) (Gain) loss on extinguishment of debt in connection with repurchases of our Senior Notes is included within Other (income) expense, net within the Statements of Operations.
(4) Other costs related to mergers, acquisitions, investments and dispositions, and integration and transformation costs during the periods presented are included within Selling, general andadministrative expenses within the Statements of Operations.
(5) Adjusted Diluted EPS is defined as Diluted EPS adjusted for impairments of Goodwill, intangible assets, fixed assets and investments; Restructuring and severance costs; Gain (loss) onoperating and/or non-operating assets; Pension settlements/curtailments; Bargain purchase (gain); (Gain) loss on extinguishment of debt; and Other costs related to mergers, acquisitions,investments and dispositions, and integration and transformation costs; as well as the impact of income taxes on the above items.
(6) For periods in which we were in net loss and adjusted net loss positions, we used the diluted shares from Diluted net income (loss) per common share in the calculation of Adjusted DilutedEPS, without giving effect to the impact of participating securities. For periods in which we were in Net loss and Adjusted net income positions, we have used the expected diluted sharesin the calculation of Adjusted diluted EPS as if we were in a Net income position.
Schedule IV
TIME INC.RECONCILIATION OF CASH PROVIDED BY (USED IN) OPERATIONS TO FREE CASH FLOW
(Unaudited; in millions)
Three Months Ended
June 30, Six Months Ended
June 30, 2017 2016 2017 2016Cash provided by (used in) operations $ 36 $ 79 $ 51 $ 27 Less: Capital expenditures (20) (26) (41) (61)
Free cash flow (1) $ 16 $ 53 $ 10 $ (34)
______________(1) Free cash flow is defined as Cash provided by (used in) operations , less Capital expenditures . Capital expenditures for the three and six months ended June 30, 2017 reflect lower capital
spending due to the completion of the construction of our corporate headquarters in early 2016.
Schedule V
TIME INC.RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED OIBDA - 2017 & 2021 OUTLOOK
(Unaudited; in millions)
Full Year 2017 Outlook Range Full Year 2021 Outlook RangeAdjusted OIBDA (1) $400 to 414 $500 to 600Asset impairments, Goodwill impairment, Restructuring andseverance costs, (Gains) losses on operating assets, net; Pensionsettlements/curtailments; and Other costs related to mergers,acquisitions, investments and dispositions, and integration andtransformation costs
Unable to estimate beyond the $108 recognized fromJanuary 1, 2017 through
June 30, 2017
Unable to estimate
OIBDA (2) Unable to estimate Unable to estimateAmortization of intangible assets ~$75 Unable to estimateDepreciation ~$60 Unable to estimate
Operating income (loss) Unable to estimate Unable to estimate______________(1) Adjusted OIBDA is defined as OIBDA adjusted for impairments of Goodwill, intangible assets, fixed assets and investments; Restructuring and severance costs; (Gain) loss on operating
assets, net; Pension settlements/curtailments; and Other costs related to mergers, acquisitions, investments and dispositions, and integration and transformation costs. Adjusted OIBDAdoes not include the impact of any potential divestitures.
(2) OIBDA is defined as Operating income (loss) excluding Depreciation and Amortization of intangible assets .
2Q 2017 Earnings Presentation August 8, 2017
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995; particularly statements regarding future financial and operating results of Time Inc. (the “Company”) and its business. These statements are based on management’s current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied in this presentation due to changes in economic, business, competitive, technological, strategic, regulatory and/or other factors. More detailed information about these factors may be found in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company is under no obligation, and expressly disclaims any such obligation, to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. Non-GAAP financial measures such as Operating income (loss) excluding Depreciation and Amortization of intangible assets (“OIBDA”), Adjusted OIBDA, Adjusted Diluted Earnings Per Share (EPS) and Free cash flow, as included in this presentation, are supplemental measures that are not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Definitions of these measures and reconciliations to the most directly-comparable U.S. GAAP measures are included at the end of this presentation deck. Our non-GAAP financial measures have limitations as analytical and comparative tools and you should consider OIBDA, Adjusted OIBDA, Adjusted Diluted EPS and Free cash flow in addition to, and not as a substitute for, the Company’s Operating income (loss), Net income (loss) attributable to Time Inc., Diluted EPS and various cash flow measures (e.g., Cash provided by (used in) operations), as well as other measures of financial performance and liquidity reported in accordance with U.S. GAAP. Note: Throughout the presentation, certain numbers may not sum to the total due to rounding. All trademarks and service marks referenced herein are owned by the respective trademark or service mark owners. ©2017 Time Inc. Published 2017. 2 Caution Concerning Forward-Looking Statements and Non-GAAPFinancial Measures
Total revenues declined 10% year-over-year; excluding FX, total revenues would have declined 8% year-over-year . Print and other advertising revenues declined 17% year-over-year including approx. 100 bps of adverse impact related to FX. Digital advertising revenues declined 2% year-over-year. Circulation Revenues declined 12% year-over-year including approx. 200 bps of adverse impact related to FX . Other Revenues increased 6% year-over-year driven by content licensing and bookazines including approx. 200 bps of adverse impact related to FX. Costs of Revenues and Selling, General and Administrative expenses decreased 11% year-over- year, including approx. 100 bps of benefit related to FX. Operating Loss of $38 million versus Operating Income of $50 million in the prior year. Adjusted OIBDA of $88 million versus $89 million in the prior year. Quarter-end cash and cash equivalents of $269 million or $2.70 per share. 2Q17 Financial Highlights 3
$299 $249 $127 $125 2016 2017 Digital Advertising Print and Other Advertising 2Q17 Advertising Revenues Total advertising revenues down 12% - Print and other advertising revenues down 17% - Digital advertising revenues down 2% $426 $374 4 HIGHLIGHTS 2Q 2Q $MM Revenues Revenues
$154 $141 $74 $58 $8 $8 Other Circulation Revenues Newsstand Revenues Subscription Revenues Total Circulation revenues down 12% - Subscription revenues down 8% - Newsstand revenues down 22% $MM $236 $207 2Q17 Circulation Revenues HIGHLIGHTS 2Q16 2Q17 5
2Q17 Other Revenues Other revenues up 6% $107 $113 HIGHLIGHTS 2Q16 2Q17 $MM 6
$357 $313 $330 $301 Costs of Revenues (COR) Selling, General & Administrative Expenses (SG&A) 2Q17 Costs of Revenues and SG&A Expenses COR and SG&A combined down 11% - Other costs include transaction-related expenses, as well as integration and transformation costs, which are excluded from our Adjusted OIBDA calculation: 2Q16 2Q17 Other Costs $7 $8 $614 $687 HIGHLIGHTS 2Q16 2Q17 $MM 7
1 2 2Q17 Adjusted OIBDA $89 $88 2Q17 Operating loss of $38 million vs. Operating income of $50 million in the prior year 2Q17 Adjusted OIBDA of $88 million vs. $89 million in the prior year 2Q17 Diluted Net Loss Per Share of $(0.44) vs. Diluted Net EPS of $0.18 in the prior year 2Q17 Adjusted Diluted EPS of $0.13 vs. $0.22 in the prior year HIGHLIGHTS 2Q16 2Q17 $MM 8
2Q17 Cash Update HIGHLIGHTS 2Q17 ending cash and cash equivalents of $269 million Cash provided by operations of $36 million Quarterly dividend of $0.04 per share, or $4 million, paid on 6/15/17 As of 6/30/17, net leverage ratio of 2.47x - Target net leverage ratio 2.0x to 2.5x 9 CHANGES IN CASH AND CASH EQUIVALENTS Beginning Cash Balance 3/31/17 $281 Free Cash Flow Acquisitions/Divestitures, net Dividends paid Term Loan Prepayment Other 16 (1) (4) (15) (8) Ending Cash Balance 6/30/17 $269
Q&A
Appendix
12 (1) OIBDA is defined as Operating income (loss) excluding Depreciation and Amortization of intangible assets. (2) (Gain) loss on operating assets, net primarily reflects the recognition of a gain on sale of certain of our titles and of the deferred gain from the sale- leaseback of the Blue Fin Building that was completed in the fourth quarter of 2015. (3) Other costs related to mergers, acquisitions, investments and dispositions, and integration and transformation costs during the periods presented are included within Selling, general and administrative expenses within the Statements of Operations. (4) Adjusted OIBDA is defined as OIBDA adjusted for impairments of Goodwill, intangible assets, fixed assets and investments; Restructuring and severance costs; (Gain) loss on operating assets, net; Pension settlements/curtailments; and Other costs related to mergers, acquisitions, investments and dispositions, and integration and transformation costs. TIME INC. RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED OIBDA (Unaudited; in millions) Schedule I Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Operating income (loss) $ (38 ) $ 50 $ (64 ) $ 47 Depreciation 15 14 28 27 Amortization of intangible assets 19 20 39 41 OIBDA(1) (4 ) 84 3 115 Asset impairments 5 1 5 1 Goodwill impairment 50 — 50 — Restructuring and severance costs 31 10 47 11 (Gain) loss on operating assets, net(2) (2 ) (13 ) (4 ) (16 ) Other costs(3) 8 7 10 21 Adjusted OIBDA(4) $ 88 $ 89 $ 111 $ 132
13 TIME INC. RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED NET INCOME (Unaudited; in millions) Schedule II (1) (Gain) loss on operating assets, net primarily reflects the recognition of a gain on sale of certain of our titles and of the deferred gain from the sale-leaseback of the Blue Fin Building that was completed in the fourth quarter of 2015. (2) Bargain purchase (gain) relates to the acquisition of certain assets of Viant in the first quarter of 2016. (3) (Gain) loss on extinguishment of debt in connection with repurchases of our Senior Notes is included within Other (income) expense, net within the Statements of Operations. (4) Other costs related to mergers, acquisitions, investments and dispositions, and integration and transformation costs during the periods presented are included within Selling, general and administrative expenses within the Statements of Operations. (5) Adjusted Net income (loss) is defined as Net income (loss) attributable to Time Inc. adjusted for impairments of Goodwill, intangible assets, fixed assets and investments; Restructuring and severance costs; Gain (loss) on operating and/or non-operating assets; Pension settlements/curtailments; Bargain purchase (gain); (Gain) loss on extinguishment of debt; and Other costs related to mergers, acquisitions, investments and dispositions, and integration and transformation costs; as well as the impact of income taxes on the above items Three Months Ended June 30, 2017 Three Months Ended June 30, 2016 Gross Impact Tax Impact Net Impact Gross Impact Tax Impact Net Impact Net income (loss) attributable to Time Inc. $ (57 ) $ 13 $ (44 ) $ 29 $ (11 ) $ 18 Asset impairments 5 (2 ) 3 1 — 1 Goodwill impairment 50 (19 ) 31 — — — Restructuring and severance costs 31 (10 ) 21 10 (4 ) 6 (Gain) loss on operating assets, net(1) (2 ) — (2 ) (13 ) 4 (9 ) Bargain purchase (gain)(2) — — — 2 — 2 (Gain) loss on extinguishment of debt(3) — — — — 1 1 Other costs(4) 8 (4 ) 4 7 (4 ) 3 Adjusted Net income (loss)(5) $ 35 $ (22 ) $ 13 $ 36 $ (14 ) $ 22 Six Months Ended June 30, 2017 Six Months Ended June 30, 2016 Gross Impact Tax Impact Net Impact Gross Impact Tax Impact Net Impact Net income (loss) $ (102 ) $ 30 $ (72 ) $ 8 $ — $ 8 Asset impairments 5 (2 ) 3 1 — 1 Goodwill impairment 50 (19 ) 31 — — — Restructuring and severance costs 47 (16 ) 31 11 (4 ) 7 (Gain) loss on operating assets, net(1) (4 ) — (4 ) (16 ) 4 (12 ) Bargain purchase (gain)(2) — — — (3 ) — (3 ) (Gain) loss on extinguishment of debt(3) — — — (4 ) 2 (2 ) Other costs(4) 10 (4 ) 6 21 (9 ) 12 Adjusted Net income (loss)(5) $ 6 $ (11 ) $ (5 ) $ 18 $ (7 ) $ 11
Schedule III TIME INC. RECONCILIATION OF DILUTED EPS TO ADJUSTED DILUTED EPS (Unaudited; all per share amounts are net of tax) (1) (Gain) loss on operating assets, net primarily reflects the recognition of a gain on sale of certain of our titles and of the deferred gain from the sale-leaseback of the Blue Fin Building that was completed in the fourth quarter of 2015. (2) Bargain purchase (gain) relates to the acquisition of certain assets of Viant in the first quarter of 2016. (3) (Gain) loss on extinguishment of debt in connection with repurchases of our Senior Notes is included within Other (income) expense, net within the Statements of Operations. (4) Other costs related to mergers, acquisitions, investments and dispositions, and integration and transformation costs during the periods presented are included within Selling, general and administrative expenses within the Statements of Operations. (5) Adjusted Diluted EPS is defined as Diluted EPS adjusted for impairments of Goodwill, intangible assets, fixed assets and investments; Restructuring and severance costs; Gain (loss) on operating and/or non-operating assets; Pension settlements/curtailments; Bargain purchase (gain); (Gain) loss on extinguishment of debt; and Other costs related to mergers, acquisitions, investments and dispositions, and integration and transformation costs; as well as the impact of income taxes on the above items. (6) For periods in which we were in net loss and adjusted net loss positions, we used the diluted shares from Diluted net income (loss) per common share in the calculation of Adjusted Diluted EPS, without giving effect to the impact of participating securities. For periods in which we were in Net loss and Adjusted net income positions, we have used the expected diluted shares in the calculation of Adjusted diluted EPS as if we were in a Net income position. 14 Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Diluted net income (loss) per common share $ (0.44 ) $ 0.18 $ (0.72 ) $ 0.08 Asset impairments 0.03 0.01 0.03 0.01 Goodwill impairment 0.31 — 0.31 — Restructuring and severance costs 0.21 0.06 0.31 0.07 (Gain) loss on operating assets, net(1) (0.02 ) (0.09 ) (0.04 ) (0.12 ) Bargain purchase (gain)(2) — 0.02 — (0.03 ) (Gain) loss on extinguishment of debt(3) — 0.01 — (0.02 ) Other costs(4) 0.040.03 0.06 0.12 Adjusted Diluted EPS(5)(6) $ 0.13 $ 0.22 $ (0.05 ) $ 0.11
15 TIME INC. RECONCILIATION OF CASH PROVIDED BY (USED IN) OPERATIONS TO FREE CASH FLOW (Unaudited; in millions) Schedule IV (1) Free cash flow is defined as Cash provided by (used in) operations, less Capital expenditures. Capital expenditures for the three and six months ended June 30, 2017 reflect lower capital spending due to the completion of the construction of our corporate headquarters in early 2016. Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Cash provided by (used in) operations $ 36 $ 79 $ 51 $ 27 Less: Capital expenditures (20 ) (26 ) (41 ) (61 ) Free cash flow(1) $ 16 $ 53 $ 10 $ (34 ) ______________
16 Schedule V TIME INC. RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED OIBDA - 2017 & 2021 OUTLOOK (Unaudited; in millions) (1) Adjusted OIBDA is defined as OIBDA adjusted for impairments of Goodwill, intangible assets, fixed assets and investments; Restructuring and severance costs; (Gain) loss on operating assets, net; Pension settlements/curtailments; and Other costs related to mergers, acquisitions, investments and dispositions, and integration and transformation costs. Adjusted OIBDA does not include the impact of any potential divestitures. (2) OIBDA is defined as Operating income (loss) excluding Depreciation and Amortization of intangible assets. Full Year 2017 Outlook Range Full Year 2021 Outlook Range Adjusted OIBDA(1) $400 to 414 $500 to 600 Asset impairments, Goodwill impairment, Restructuring and severance costs, (Gains) losses on operating assets, net; Pension settlements/curtailments; and Other costs related to mergers, acquisitions, investments and dispositions, and integration and transformation costs Unable to estimate beyond the $108 recognized from January 1, 2017 through June 30, 2017 Unable to estimate OIBDA(2) Unable to estimate Unable to estimate Amortization of intangible assets ~$75 Unable to estimate Depreciation ~$60 Unable to estimate Operating income (loss) Unable to estimate Unable to estimate
2Q 2017 Earnings Presentation August 8, 2017