The investor presentation summarizes tronc's financial outlook and digital strategy. It expects full-year 2016 revenue to be down 4.0% and adjusted EBITDA to be up 15.0% compared to 2015. For 2017, tronc forecasts revenue of $1.57-$1.6 billion and adjusted EBITDA of $185-$195 million. The presentation also outlines tronc's plans to build a billion dollar online media network through growing its digital audiences and launching new products.
Western Areas Ltd (ASX:WSA, “Western Areas” or “the Company”) today announces the Company’s Full Year Results for the year ended 30 June 2013.
In all, against a backdrop of a challenging year for all nickel companies with a falling nickel price and high Australian dollar, Western Areas reported a net loss after tax of $94.1m. This result was impacted by a tax effected non-cash impairment charge of $99.7m which redominately related to historical exploration. Excluding the impairment, the Company recorded an Underlying Net Profit after Tax of $5.6 million.
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A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
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Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
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Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
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Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
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Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
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Business Valuation Principles for EntrepreneursBen Wann
This insightful presentation is designed to equip entrepreneurs with the essential knowledge and tools needed to accurately value their businesses. Understanding business valuation is crucial for making informed decisions, whether you're seeking investment, planning to sell, or simply want to gauge your company's worth.
Cracking the Workplace Discipline Code Main.pptxWorkforce Group
Cultivating and maintaining discipline within teams is a critical differentiator for successful organisations.
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Improving profitability for small businessBen Wann
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Enterprise Excellence is Inclusive Excellence.pdfKaiNexus
Enterprise excellence and inclusive excellence are closely linked, and real-world challenges have shown that both are essential to the success of any organization. To achieve enterprise excellence, organizations must focus on improving their operations and processes while creating an inclusive environment that engages everyone. In this interactive session, the facilitator will highlight commonly established business practices and how they limit our ability to engage everyone every day. More importantly, though, participants will likely gain increased awareness of what we can do differently to maximize enterprise excellence through deliberate inclusion.
What is Enterprise Excellence?
Enterprise Excellence is a holistic approach that's aimed at achieving world-class performance across all aspects of the organization.
What might I learn?
A way to engage all in creating Inclusive Excellence. Lessons from the US military and their parallels to the story of Harry Potter. How belt systems and CI teams can destroy inclusive practices. How leadership language invites people to the party. There are three things leaders can do to engage everyone every day: maximizing psychological safety to create environments where folks learn, contribute, and challenge the status quo.
Who might benefit? Anyone and everyone leading folks from the shop floor to top floor.
Dr. William Harvey is a seasoned Operations Leader with extensive experience in chemical processing, manufacturing, and operations management. At Michelman, he currently oversees multiple sites, leading teams in strategic planning and coaching/practicing continuous improvement. William is set to start his eighth year of teaching at the University of Cincinnati where he teaches marketing, finance, and management. William holds various certifications in change management, quality, leadership, operational excellence, team building, and DiSC, among others.
[Note: This is a partial preview. To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
LEARNING OBJECTIVES
1. Develop a comprehensive understanding of the fundamental principles and concepts that form the foundation of sustainability within corporate environments.
2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
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To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
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2. DISCLAIMER
1
changes in advertising demand, circulation levels and audience shares;
competition and other economic conditions including fragmentation of the media landscape and competition
from other media alternatives;
our ability to develop and grow our online businesses;
our reliance on revenue from printing and distributing third-party publications;
our success in implementing expense mitigation efforts;
changes in newsprint price;
our ability to adapt to technological changes;
our ability to protect our intellectual property and other proprietary rights and prevent data breaches or
cyberattacks;
our reliance on third-party service providers for various services;
adverse regulatory and judicial rulings or results from litigation;
our ability to complete acquisitions or divestitures, realize the associated benefits or synergies, or operate our
businesses effectively following acquisitions or divestitures;
our success in managing growth in new markets;
economic uncertainty and the impact on our business or changes to our business and operations which may
result in goodwill and masthead impairment charges;
our ability to satisfy pension and other postretirement employee benefit obligations;
the effect of labor strikes, lockouts and labor negotiations;
our ability to establish and maintain effective internal control over financial reporting;
our ability to attract, integrate and retain our senior management team and employees;
changes in accounting standards;
our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable
terms;
macroeconomic trends and conditions;
our ability to satisfy future capital and liquidity requirements;
our indebtedness and ability to comply with debt covenants applicable to our debt facilities;
concentration of stock ownership among our existing directors and principal stockholders whose interests may
differ from those of other stockholders; and
other events beyond our control that may result in unexpected adverse operating results.
The statements contained in this presentation include certain forward-looking statements that are based largely on the current expectations of tronc, Inc. and reflect various estimates and
assumptions by us. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in
such forward-looking statements. Such risks, trends and uncertainties, which in some instances are beyond our control, are described under the heading “Risk Factors” in tronc’s filings with the
Securities and Exchange Commission, and include, without limitation:
The words “may,” “believe,” “anticipate,” “expect,” “project,” “should,” “intend”, “plan,” “will,” “continue,” “outlook,” “estimate” and similar expressions generally identify forward-looking
statements. Whether or not any such forward-looking statements are in fact achieved will depend on future events, some of which are beyond our control. You are cautioned not to place undue
reliance on such forward-looking statements, which are being made as of the date of this presentation. We undertake no obligation to update any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required by law.
The updated 2016 guidance and expected financial results included in this presentation reflect expected financial results that are preliminary and pending the completion of our financial closing
and review procedures. As a result, there is a possibility that our final results will vary from the preliminary estimates and updated guidance and such differences could be material.
4. 3
We are a premium
content company
committed to
delivering innovative
experiences across
all platforms that
engage, inform, and
inspire audiences
through our iconic
and trusted brands.
We provide solutions
that drive results for
our customers.
5. STRONG MARKET POSITION IN
LARGE AND DIVERSE REGIONS
Notes
*1 Average Circulation: Q4, 2016 AAM Sunday
*2 Unique Visitors: comScore Q4, 2016 Monthly Average Unique Visitors (unduplicated)
*3 Chicago Tribune paid print circulation also includes Chicago Suburban
*4 The Baltimore Sun paid print circulation also includes Capital Gazette and Carroll County Times
*5 The Morning Call focuses on the Lehigh Valley region within the 4th largest DMA (Philadelphia) 4
tronc
Q4 Average Circulation – 2.9M*1
Q4 Unique Visitors – 56.7M*2
3
5
1
2 5
4
6
7
8
9
3
1 Average Circulation – 828k
Unique Visitors – 35.5M#2 DMA
2 Average Circulation – 217k
Unique Visitors – 0.9M#28 DMA
5 Average Circulation – 191k
Unique Visitors – 4.2M#18 DMA
4 Average Circulation – 184k
Unique Visitors – 3.0M#16 DMA
6 Average Circulation – 82k
Unique Visitors – 0.6M#42 DMA
7 Average Circulation – 287k
Unique Visitors – 3.8M#26 DMA
8 Average Circulation – 114k
Unique Visitors – 1.2M#4 (#55) DMA
9 Average Circulation – 159k
Unique Visitors – 1.4M#30 DMA
3 Average Circulation – 797k
Unique Visitors – 17.9M#3 DMA
*3
*5
*4
6. 5
DIGITAL STRATEGY AND TRENDS
1 Unique Visitors: comScore Q4, 2016 Monthly Average (unduplicated)
5
UNIQUE VISITORS (M)1
DIGITAL ONLY SUBSCRIBERS (000’S)
Focus Areas
Market to our Audience
Leverage our legacy distribution
Build, buy and syndicate content
Other Highlights
Video creation
Launch of data intelligence tool
Transition to new Recruitment
Advertising Platform with RealMatch
Solidify the sales infrastructure
Technology infrastructure
enhancements
Back office enhancements
Key Highlights
7. 6 6
Total Consolidated Revenue is expected to
be down 6.9% in the 4th Quarter 2016 vs.
2015 (and down 4.0% Full Year 2016 vs.
2015)
Adjusted EBITDA (AEBITDA)1 is expected to
be down slightly in Q4 2016 vs. 2015 by
$1.7M
AEBITDA1 is expected to be up $23.5M FY
2016 vs. 2015 (↑15.0%)
AEBITDA1 margins are expected to have
improved 70 basis points (BP) comparing Q4
of 2016 vs. 2015
AEBITDA1 margins are expected to be up
180 BP FY 2016 vs. 2015
Highlights
Q4 FULL YEAR
1Adjusted EBITDA (AEBITDA) is a non-GAAP measure. Please refer to the definition and discussion of Adjusted EBITDA and Adjusted EBITDA margins in the appendix
UPDATED 2016 GUIDANCE
($’S IN MILLIONS)
REVENUE
NON-GAAP
AdjEBITDA1
8. 7 7
Highlights
Strengthened Balance Sheet
Expect the largest Cash Balance since the
spin in 2014
$152M Cash increase since 2015
Ongoing Debt and Pension Reductions
Expect $29M↓ since end of 2015
Substantial reduction in Net Debt
[Debt – Cash]
0.95x Net Debt to LTM AEBITDA
Flexibility to execute key strategies
1Net Debt is a non-GAAP measure and is defined as Debt ($371M in Q4, 2016E and $390M in Q4, 2015) less Cash ($198M in Q4, 2016E and
$41M in Q4, 2015). Please refer to the discussion of Net Debt in the appendix.
PRELIMINARY BALANCE SHEET
($’S IN MILLIONS)
Cash
Working
Capital
Debt
Net Debt1
(Total Debt –
Cash)L-TDebt
S-Tportion
L-TDebt
$371
$390
Pensions / OPEB
9. 8 8
Revenue Guidance
Adjusted EBITDA
Guidance
FULL YEAR 2017 GUIDANCE
($’S IN MILLIONS)
$1,570 – 1,600M
$1,606M
$185 – 195M
$180.5M
11. This presentation includes references to Adjusted EBITDA (also referred to as “Adj EBITDA” or “AEBITDA”), Adjusted EBITDA margin and Net Debt. These measures are not presented in accordance with
generally accepted accounting principles in the United States (US GAAP), and tronc’s use of these terms may vary from that of others in the Company’s industry. These measures should not be considered as
an alternative to net income (loss), income from operations, net income (loss) per diluted share, revenues or any other performance measures derived in accordance with US GAAP as measures of operating
performance or liquidity.
Adjusted EBITDA (AEBITDA) and AEBITDA margin
Adjusted EBITDA is defined as net income before equity in earnings of unconsolidated affiliates, income taxes, loss on early debt extinguishment, interest expense, other (expense) income, realized gain
(loss) on investments, stock-based compensation expense, reorganization items, restructuring charges, transaction expenses, depreciation and amortization, net income attributable to non-controlling
interests, and certain unusual and non-recurring items (including spin-related costs). AEBITDA margin is defined as Adjusted EBTIDA divided by Revenue. Management believes that because Adjusted
EBITDA excludes (i) certain non-cash expenses (such as depreciation, amortization, stock-based compensation, and gain/loss on equity investments) and (ii) expenses that are not reflective of the Company’s
core operating results over time (such as restructuring costs, including the employee voluntary separation program and gain/losses on employee benefit plan terminations, litigation or dispute settlement
charges or gains, and transaction-related costs), this measure provides investors with additional useful information to measure the Company’s financial performance, particularly with respect to changes in
performance from period to period. The Company's management uses Adjusted EBITDA and Adjusted EBITDA margin (a) as a measure of operating performance; (b) for planning and forecasting in future
periods; and (c) in communications with the Company’s Board of Directors concerning the Company’s financial performance. In addition, Adjusted EBITDA, or a similarly calculated measure, is used as the
basis for certain financial maintenance covenants that the Company is subject to in connection with certain credit facilities. Since not all companies use identical calculations, the Company's presentation of
Adjusted EBITDA and AEBITDA margin may not be comparable to other similarly titled measures of other companies and should not be used by investors as a substitute or alternative to net income or any
measure of financial performance calculated and presented in accordance with GAAP. Instead, management believes Adjusted EBITDA and AEBITDA margin should be used to supplement the Company’s
financial measures derived in accordance with GAAP to provide a more complete understanding of the trends affecting the business.
Although Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has limitations as an analytical tool, and investors should not consider it
in isolation or as a substitute for, or more meaningful than, amounts determined in accordance with GAAP. Some of the limitations to using non-GAAP measures as an analytical tool are: they do not reflect
the Company’s interest income and expense, or the requirements necessary to service interest or principal payments on the Company’s debt; they do not reflect future requirements for capital
expenditures or contractual commitments; and although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the
future, and non-GAAP measures do not reflect any cash requirements for such replacements.
The Company does not provide a reconciliation of Adjusted EBITDA guidance for fiscal 2017 due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such
reconciliation, including adjustments that could be made for restructuring and transaction costs, stock-based compensation amounts and other charges reflected in the Company’s reconciliation of historic
numbers, the amount of which, based on historical experience, could be significant. In addition, the Company does not provide a reconciliation of the updated Adjusted EBITDA guidance for fiscal 2016 to
Net Income (Loss), the most directly comparable GAAP measure because the Company’s review procedures related to certain potentially significant items necessary to calculate Net Income (Loss), which are
excluded from the calculation of Adjusted EBITDA, such as the Company’s required goodwill and intangible asset valuation assessment, have not been completed.
Net Debt
Net Debt is defined as Total Debt less Cash. The Company’s management believes that the presentation of Net Debt provides useful information to investors as management reviews Net Debt as part of its
management of our overall liquidity, financial flexibility, capital structure and leverage.
Supplemental Slides to Q2 2016 Earnings Call – August
3, 2016 10
APPENDIX: NON-GAAP