Transcontinental Inc.
TSX : TCL.A
TSX : TCL.B

Transcontinental Inc.

December 09, 2014 11:15 ET

Transcontinental Inc. Announces its Fourth Quarter and Fiscal 2014 Results

MONTREAL, QUEBEC--(Marketwired - Dec. 9, 2014) - Transcontinental Inc. (TSX:TCL.A)(TSX:TCL.B)

Quarters Fiscal Years
(in millions of dollars, except per share data) Q4 -14 Q4-13(1) % 2014 2013(1) %
Revenues 571.9 562.6 1.7 2,069.4 2,096.7 (1.3 )
Adjusted operating earnings before amortization 124.3 110.0 13.0 360.4 338.6 6.4
(Adjusted EBITDA)
Adjusted operating earnings (Adjusted EBIT) 97.1 83.4 16.4 257.4 233.6 10.2
Adjusted net earnings applicable to participating shares 67.4 55.9 20.6 168.2 148.3 13.4
Per share 0.87 0.71 22.5 2.16 1.90 13.7
Net earnings applicable to participating shares 9.0 (94.5 ) - 105.1 (23.4 ) -
Per share 0.12 (1.21 ) - 1.35 (0.30 ) -
Please refer to the table "Reconciliation of Non-IFRS financial measures" in this press release.
(1) 2013 figures have been restated to take into account the effects of amended IAS 19 - Employee Benefits, IFRS 11 - Joint Arrangements and other elements.

Fourth Quarter Highlights

  • Revenues increased 1.7%, from $562.6 million to $571.9 million.
  • Adjusted net earnings applicable to participating shares grew 20.6%, from $55.9 million to $67.4 million and adjusted net earnings applicable to participating shares on a per share basis grew 22.5%.
  • Net earnings applicable to participating shares improved, from a loss of $94.5 million to a profit of $9.0 million.
  • Recorded a $22.3 million charge for restructuring and other costs related to the completion of the integration of the operations of Quad/Graphics Canada, Inc. and to workforce reductions in the Media Sector linked to the integration of the weekly newspapers acquired from Sun Media Corporation.
  • Recorded a $45.5 million charge for asset impairment (including goodwill), primarily in the Book Publishing Group in the Media Sector.
  • Maintained a solid financial position, with a net indebtedness ratio of 1.23 x.
  • Redeemed all outstanding Preferred Shares, Series D, for $100 million.
  • Announced the sale of consumer magazines produced in Montreal and Toronto. The $55.5 million transaction is subject to approval by regulators, including the Competition Bureau.

Transcontinental Inc.'s (TSX:TCL.A)(TSX:TCL.B) revenues increased 1.7% in the fourth quarter, from $562.6 million to $571.9 million. The increase is mainly due to the contribution from the acquisitions of Capri Packaging and the Quebec weekly newspapers owned by Sun Media Corporation, as well as new printing and distribution agreements. This growth was partly offset by lower advertising revenues in both sectors.

In the fourth quarter, adjusted operating earnings rose 16.4%, from $83.4 million to $97.1 million. This performance stems from cost- reduction initiatives in both sectors and the positive impact of the share-price variance on the stock-based compensation expense, as well as the net contribution from acquisitions and disposals. It was partly offset by lower advertising revenues. Net earnings applicable to participating shares improved, from a loss of $94.5 million, or $1.21 per share, to a profit of $9.0 million, or $0.12 per share. This improvement is mainly due to a decrease in the asset impairment charge and an increase in adjusted operating earnings, partially offset by higher restructuring costs. Adjusted net earnings applicable to participating shares grew 20.6%, from $55.9 million, or $0.71 per share, to $67.4 million, or $0.87 per share.

Highlights of Fiscal 2014

In 2014, TC Transcontinental's revenues were down 1.3%, from $2,096.7 million to $2,069.4 million. The decrease is mainly due to lower advertising revenues in both sectors, particularly in our newspaper and marketing-products printing activities and our consumer magazine publishing activities, and to the sale of Rastar's assets. The decline was partially offset by the contribution from new distribution, newspaper- printing and magazine-printing agreements, and from acquisitions.

Adjusted operating earnings was up 10.2%, from $233.6 million to $257.4 million, due to cost-reduction initiatives in our two sectors, the positive impact of the share-price variance on the stock-based compensation expense and the net contribution from acquisitions and disposals. This increase was, however, mitigated by lower revenues, as noted above. Net earnings applicable to participating shares improved, from a loss of $23.4 million, or $0.30 per share, to a profit of $105.1 million, or $1.35 per share. This improvement stems mainly from a lower asset impairment charge in 2014 and an increase in our adjusted operating earnings, partially offset by higher restructuring and other costs. Excluding unusual items, adjusted net earnings applicable to participating shares rose 13.4%, from $148.3 million, or $1.90 per share, to $168.2 million, or $2.16 per share.

"We had an excellent year in fiscal 2014, thanks to all the initiatives we rolled out during the year," said François Olivier, President and Chief Executive Officer of TC Transcontinental. "Our solid performance is the result of our sales development efforts, the optimization of our cost structure and the proactive management of our portfolio of assets. All these actions more than offset the impact of a challenging advertising market in 2014.

"More specifically, we signed new printing and distribution agreements, consolidated the weekly newspaper market in Quebec and diversified our operations by investing in a new area of growth, flexible packaging. We also divested certain segments that no longer met our growth requirements and continued to adapt our cost structure to market realities. We believe that by continuing to maximize our printing platform, by strengthening the Media Sector, by growing our digital offering and by developing the packaging division we will be able to keep generating significant cash flows and maintain our excellent financial position so that we can continue our transformation," said François Olivier.

Other Highlights of Fiscal 2014

  • The Corporation completed the acquisition of the assets of Capri Packaging, a supplier of flexible packaging solutions, operating two facilities located in Clinton, Missouri. The acquisition will add about US$72 million to Transcontinental Inc.'s revenues. As part of the transaction, the seller, Schreiber Foods, Inc. has signed a 10-year agreement to secure Capri Packaging as a strategic supplier of flexible packaging, which represents about 75% of Capri's total revenues.

  • To maintain its financial flexibility, the Corporation signed a private financing agreement for $250 million in senior unsecured notes at a rate of 3.897% due in 2019. The Corporation also exercised its right to redeem all outstanding Preferred Shares on October 15, 2014, for a total of $100 million. Lastly, the Corporation extended its credit facility for two additional years, until February 2020.

  • Transcontinental Inc. completed the acquisition of the Quebec weekly newspapers and their related Web properties owned by Sun Media Corporation. This transaction will add about $20 million to Transcontinental Inc.'s operating earnings before amortization. Furthermore, with the conclusion of this transaction, the TC Media consolidated newspaper portfolio in Quebec now contains more than 110 titles.

  • The Corporation recorded a $41.4 million charge for restructuring and other costs, related to the completion of the integration of the operations of Quad/Graphics Canada, Inc. and to workforce reductions stemming from the integration of the weekly newspapers acquired from Sun Media Corporation.

  • Transcontinental Inc. signed a definitive agreement to sell all its consumer magazines, their websites and all related platforms produced in Montreal and Toronto to TVA Group Inc. for $55.5 million. This transaction, which is subject to approval by regulators, including the Competition Bureau, also covers the printing of the magazines being sold, as well as the extension to 2022 of the contract signed in December 2013 to print some of TVA Group Inc. publications.

For more detailed financial information, please see Management's Discussion and Analysis for the fiscal year ended October 31, 2014 as well as the financial statements in the "Investors" section of our website at www.tc.tc

Outlook

New agreements to print newspapers and flyers should contribute to our operating earnings and we will continue our efforts to attract other Canadian newspaper publishers to our highly efficient print network. We will also keep developing solutions to meet the evolving needs of retailers. Furthermore, the recently announced closures of some printing plants will allow us to consolidate production in more technologically advanced facilities, which should improve efficiency. However, the printing of magazines, newspapers, books and marketing products will still be affected by declining revenues, primarily due to decreased advertising spending. We will therefore focus on maximizing the profitability of our printing platform in fiscal 2015.

The integration of Capri Packaging is ongoing, as is the development of this promising new avenue of growth in the production of flexible packaging solutions. In the short term we will seek to improve efficiency and organic sales growth with our current and prospective clients. Results in this niche continue to meet our expectations and our approach to growth opportunities will be a disciplined one.

The disposition, subject to regulatory clearances, of our consumer magazines will allow us to focus on the greater business opportunities in the local advertising market. Going forward, following the regulatory approval of our acquisition of the Quebec weekly newspapers owned by Sun Media Corporation, we expect to achieve about $20 million in synergies, primarily in 2015, which should offset the decline in the local advertising market. Given the challenging conditions in the advertising market, we will make further adjustments to our cost structure and continue to develop our digital and interactive marketing products for retailers, among others, and enhance our business and education offerings.

We will continue to generate significant cash flows in the short-term, and our excellent financial position should permit us to continue applying our multi-pronged capital management approach, which allows us to reduce our debt, pay dividends and invest in our transformation. We have also secured long-term financing to preserve the financial flexibility required to implement our growth strategy. Our printing operations will therefore continue to get the most out of our highly efficient network and our two sectors will concentrate on their core competencies in order to improve profitability and further our transformation.

Reconciliation of Non-IFRS Financial Measures

Financial data have been prepared in conformity with IFRS. However, certain measures used in this press release do not have any standardized meaning under IFRS and could be calculated differently by other companies. We believe that many readers analyze our results based on certain non-IFRS financial measures because such measures are more appropriate for evaluating the Corporation's operating performance. Internally, management uses such non-IFRS financial information as an indicator of business performance, and evaluates management's effectiveness with specific reference to these indicators. These measures should be considered in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with IFRS.

The following table reconciles IFRS financial measures to non-IFRS financial measures.

Three months ended October 31 For fiscal years ended October 31
(in millions of dollars, except per share amounts) 2014 2013 (1) 2014 2013 (1)
Net earnings applicable to participating shares $ 9.0 $ (94.5 ) $ 105.1 $ (23.4 )
Dividends on preferred shares 1.7 1.7 6.8 6.8
Non-controlling interests 0.5 0.3 0.6 0.4
Income taxes 13.1 1.2 38.8 24.2
Share of earnings in interests in joint ventures, net of related taxes (0.3 ) (0.3 ) (1.0 ) (0.9 )
Financial expenses 5.3 6.4 19.5 28.5
Impairment of assets 45.5 165.3 46.2 170.0
Restructuring and other costs 22.3 3.3 41.4 28.0
Adjusted operating earnings $ 97.1 $ 83.4 $ 257.4 $ 233.6
Amortization 27.2 26.6 103.0 105.0
Adjusted operating earnings before amortization $ 124.3 $ 110.0 $ 360.4 $ 338.6
Net earnings applicable to participating shares $ 9.0 $ (94.5 ) $ 105.1 $ (23.4 )
Net increase in the carrying amount of deferred income tax assets - - (10.0 ) -
Impairment of assets (after tax) 41.5 147.9 42.0 151.3
Restructuring and other costs (after tax) 16.9 2.5 31.1 20.4
Adjusted net earnings applicable to participating shares $ 67.4 $ 55.9 $ 168.2 $ 148.3
Average number of participating shares outstanding 78.0 77.9 78.0 78.0
Adjusted net earnings applicable to participating shares per share $ 0.87 $ 0.71 $ 2.16 $ 1.90
As at As at
October 31, October 31,
2014 2013 (1)
Long-term debt $ 358.7 $ 128.9
Current portion of long-term debt 118.1 218.3
Cash (35.2 ) (26.4 )
Net indebtedness $ 441.6 $ 320.8
Adjusted operating earnings before amortization (last 12 months) $ 360.4 $ 338.6
Net indebtedness ratio 1.23 x 0.95 x
(1) 2013 figures have been restated to take into account the effects of amended IAS 19 - Employee Benefits, IFRS 11 - Joint Arrangements and other elements.

Dividends

Dividend on Participating Shares

The Corporation's Board of Directors declared a quarterly dividend of $0.16 per share on Class A Subordinate Voting Shares and Class B Shares. This dividend is payable on January 22, 2015 to shareholders of record at the close of business on January 2, 2015.

Additional Information

Conference Call

Upon releasing its fiscal year 2014 results, the Corporation will hold a conference call for the financial community today at 4:15 p.m. The dial-in numbers are 1 647 788-4922 or 1 877 223-4471. Media may hear the call in listen-in only mode or tune in to the simultaneous audio broadcast on the Corporation's website, which will then be archived for 30 days. For media requests or interviews, please contact Nathalie St-Jean, Senior Advisor, Corporate Communications of TC Transcontinental, at 514-954-3581.

Profile

Canada's largest printer, with operations in print and digital media, publishing and flexible packaging, TC Transcontinental's mission is to create products and services that allow businesses to attract, reach and retain their target customers.

Respect, teamwork, performance and innovation are strong values held by the Corporation and its commitment to all stakeholders is to pursue its business and philanthropic activities in a responsible manner.

Transcontinental Inc. (TSX:TCL.A)(TSX:TCL.B), known as TC Transcontinental, has over 8,500 employees in Canada and the United States, and revenues of C$2.1 billion in 2014. Website www.tc.tc

Forward-looking Statements

Our public communications often contain oral or written forward-looking statements which are based on the expectations of management and inherently subject to a certain number of risks and uncertainties, known and unknown. By their very nature, forward-looking statements are derived from both general and specific assumptions. The Corporation cautions against undue reliance on such statements since actual results or events may differ materially from the expectations expressed or implied in them. Forward-looking statements may include observations concerning the Corporation's objectives, strategy, anticipated financial results and business outlook. The Corporation's future performance may also be affected by a number of factors, many of which are beyond the Corporation's will or control. These factors include, but are not limited to, the economic situation in the world and particularly in Canada and the United States, structural changes in the industries in which the Corporation operates, the exchange rate, availability of capital, energy costs, competition, the Corporation's capacity to engage in strategic transactions and integrate acquisitions into its activities, the regulatory environment, the safety of our packaging products used in the food industry, innovation of our offering and concentration of our sales in certain segments. The main risks, uncertainties and factors that could influence actual results are described in Management's Discussion and Analysis (MD&A) for the fiscal year ended on October 31st, 2014 and in the latest Annual Information Form.

Unless otherwise indicated by the Corporation, forward-looking statements do not take into account the potential impact of nonrecurring or other unusual items, nor of divestitures, business combinations, mergers or acquisitions which may be announced after the date of December 9, 2014.

The forward-looking statements in this press release are made pursuant to the "safe harbour" provisions of applicable Canadian securities legislation.

The forward-looking statements in this release are based on current expectations and information available as at December 9, 2014. Such forward-looking information may also be found in other documents filed with Canadian securities regulators or in other communications. The Corporation's management disclaims any intention or obligation to update or revise these statements unless otherwise required by the securities authorities.

CONSOLIDATED STATEMENTS OF EARNINGS
Years ended October 31, 2014 and 2013
(in millions of Canadian dollars, except per share data)
2014 2013
Restated
Revenues $ 2,069.4 $ 2,096.7
Operating expenses 1,709.0 1,758.1
Restructuring and other costs 41.4 28.0
Impairment of assets 46.2 170.0
Operating earnings before amortization 272.8 140.6
Amortization 103.0 105.0
Operating earnings 169.8 35.6
Net financial expenses 19.5 28.5
Earnings before share of net earnings in interests in joint ventures and income taxes 150.3 7.1
Share of net earnings in interests in joint ventures, net of related taxes 1.0 0.9
Income taxes 38.8 24.2
Net earnings 112.5 (16.2 )
Non-controlling interests 0.6 0.4
Net earnings attributable to shareholders of the Corporation 111.9 (16.6 )
Dividends on preferred shares, net of related taxes 6.8 6.8
Net earnings attributable to participating shares $ 105.1 $ (23.4 )
Net earnings per participating share - basic $ 1.35 $ (0.30 )
Net earnings per participating share - diluted $ 1.34 $ (0.30 )
Weighted average number of participating shares outstanding - basic (in millions) 78.0 78.0
Weighted average number of participating shares - diluted (in millions) 78.2 78.0
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years ended October 31, 2014 and 2013
(in millions of Canadian dollars)
2014 2013
Restated
Net earnings $ 112.5 $ (16.2 )
Other comprehensive income
Items that will be reclassified to net earnings
Net change related to cash flow hedges
Net change in the fair value of derivatives designated as cash flow hedges (2.3 ) 2.8
Reclassification of the net change in the fair value of derivatives designated as cash flow hedges in prior periods, recognized in net earnings during the period 2.8 (2.8 )
Related income taxes 0.1 (0.2 )
0.4 0.2
Cumulative translation differences
Net unrealized exchange gains on the translation of the financial statements of foreign operations 5.7 1.0
Unrealized exchange losses on the translation of a debt designated as a hedge of a net investment in foreign operations (2.4 ) (1.6 )
Related income taxes - (0.2 )
3.3 (0.4 )
Items that will not be reclassified to net earnings
Changes in actuarial gains and losses in respect of defined benefit plans
Actuarial gains in respect of defined benefit plans 22.7 97.4
Related income taxes 6.1 26.0
16.6 71.4
Other comprehensive income 20.3 71.2
Comprehensive income $ 132.8 $ 55.0
Attributable to:
Shareholders of the Corporation $ 132.2 $ 54.6
Non-controlling interests 0.6 0.4
$ 132.8 $ 55.0
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Years ended October 31, 2014 and 2013
(in millions of Canadian dollars)
Attributable to shareholders of the Corporation


Share
capital


Contributed
surplus


Retained
earnings
Accumulated
other
comprehensive
income (loss)



Total

Non-
controlling
interests



Total equity
Balance as at October 31, 2013 (Restated) $ 462.8 $ 2.9 $ 362.5 $ (13.2 ) $ 815.0 $ 0.4 $ 815.4
Net earnings - - 111.9 - 111.9 0.6 112.5
Other comprehensive income - - - 20.3 20.3 - 20.3
Shareholders' contributions and distributions to shareholders
Preferred share redemptions (96.8 ) - (3.2 ) - (100.0 ) - (100.0 )
Dividends - - (55.6 ) - (55.6 ) - (55.6 )
Stock-option based compensation - 0.5 - - 0.5 - 0.5
Balance as at October 31, 2014 $ 366.0 $ 3.4 $ 415.6 $ 7.1 $ 792.1 $ 1.0 $ 793.1
Balance as at November 1, 2012 $ 467.7 $ 2.5 $ 514.2 $ (84.4 ) $ 900.0 $ 1.4 $ 901.4
Net earnings - - (16.6 ) - (16.6 ) 0.4 (16.2 )
Other comprehensive income - - - 71.2 71.2 - 71.2
Shareholders' contributions and distributions to shareholders
Participating share redemptions (6.4 ) - (5.2 ) - (11.6 ) - (11.6 )
Exercise of stock options 1.5 (0.3 ) - - 1.2 - 1.2
Dividends - - (129.9 ) - (129.9 ) (1.4 ) (131.3 )
Stock-option based compensation - 0.7 - - 0.7 - 0.7
Balance as at October 31, 2013 (Restated) $ 462.8 $ 2.9 $ 362.5 $ (13.2 ) $ 815.0 $ 0.4 $ 815.4
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Years ended October 31, 2014 and 2013
(in millions of Canadian dollars)
As at As at
October 31, October 31,
2014 2013
Restated
Current assets
Cash $ 35.2 $ 26.4
Accounts receivable 415.1 419.2
Income taxes receivable 15.2 12.1
Inventories 94.2 82.0
Prepaid expenses 14.7 13.9
574.4 553.6
Property, plant and equipment 565.9 596.0
Intangible assets 252.9 194.1
Goodwill 419.5 324.0
Investments in joint ventures 1.7 0.8
Deferred income taxes 152.2 147.7
Other assets 61.1 34.6
$ 2,027.7 $ 1,850.8
Current liabilities
Accounts payable and accrued liabilities $ 301.8 $ 272.8
Provisions 20.0 10.3
Income taxes payable 30.8 6.3
Deferred revenues and deposits 61.4 55.9
Current portion of long-term debt 118.1 218.3
532.1 563.6
Long-term debt 358.7 128.9
Deferred income taxes 84.7 67.1
Provisions 30.3 40.2
Other liabilities 228.8 235.6
1,234.6 1,035.4
Equity
Share capital 366.0 462.8
Contributed surplus 3.4 2.9
Retained earnings 415.6 362.5
Accumulated other comprehensive income (loss) 7.1 (13.2 )
Attributable to shareholders of the Corporation 792.1 815.0
Non-controlling interests 1.0 0.4
793.1 815.4
$ 2,027.7 $ 1,850.8
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended October 31, 2014 and 2013
(in millions of Canadian dollars)
2014 2013
Restated
Operating activities
Net earnings $ 112.5 $ (16.2 )
Adjustments to reconcile net earnings and cash flows from operating activities:
Amortization 130.6 130.9
Impairment of assets 46.2 170.0
Financial expenses on long-term debt 19.8 20.1
Net losses on disposal of assets 0.2 0.2
Income taxes 38.8 24.2
Stock-option based compensation 0.5 0.7
Other (0.6 ) (2.8 )
Cash flows generated by operating activities before changes in non-cash operating items and income taxes paid 348.0 327.1
Changes in non-cash operating items (9.3 ) 101.1
Income taxes paid (3.9 ) (12.3 )
Cash flows from operating activities 334.8 415.9
Investing activities
Business combinations (225.9 ) (24.5 )
Business dispositions 2.3 -
Acquisitions of property, plant and equipment (35.3 ) (47.0 )
Disposals of property, plant and equipment 2.2 5.1
Increase in intangible assets (26.3 ) (26.8 )
Cash flows from investing activities (283.0 ) (93.2 )
Financing activities
Increase in long-term debt 250.0 -
Reimbursement of long-term debt (33.3 ) (88.8 )
Net decrease in revolving term credit facility (89.0 ) (57.6 )
Financial expenses on long-term debt (13.6 ) (20.5 )
Issuance costs on long-term debt (1.8 ) -
Bond forward contract on long term debt (1.5 ) -
Dividends on participating shares (48.8 ) (123.1 )
Dividends on preferred shares (6.8 ) (6.8 )
Dividends paid to non-controlling interests - (1.4 )
Issuance of participating shares - 1.2
Participating share redemptions - (12.1 )
Preferred share redemptions (100.0 ) -
Cash flows from financing activities (44.8 ) (309.1 )
Effect of exchange rate changes on cash denominated in foreign currencies 1.8 -
Net change in cash 8.8 13.6
Cash at beginning of year 26.4 12.8
Cash at end of year $ 35.2 $ 26.4
Non-cash investing and financing activities
Net change in capital asset acquisitions financed by accounts payable $ 0.6 $ (3.4 )

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