Transcontinental Inc. ends fiscal 2013 with a steady performance

Montreal, December 5, 2013 – Transcontinental Inc.'s (TSX: TCL.A, TCL.B, TCL.PR.D) revenues for fiscal 2013 remained stable at $2.1 billion. This performance is mainly related to the contribution from acquisitions, in particular the acquisition of Quad/Graphics Canada, Inc., which was however offset by the end of the contract to print and distribute Zellers flyers, a decrease in volume in our book and magazine printing operations, a difficult advertising environment and the incentives granted for the renewal of certain contracts in 2012.

Highlights of Fiscal 2013

• Adjusted net income applicable to participating shares grew 5.2%, from $149.4 million to $157.2 million; on a per share basis, it rose from $1.85 to $2.02.
• Excellent Printing Sector performance, including $30 million in realized synergies from the acquisition of Quad/Graphics Canada, Inc. in 2013 and $40 million since the acquisition in March 2012.
• Recorded an asset impairment charge (including goodwill) of $170 million mainly due to difficult market conditions in the Media Sector.
• Successfully launched in-store marketing printing services for Canadian retailers, which generated annualized revenues of $25 million in 2013.
• Received an amount of US$200 million from the renegotiation of an agreement with Hearst Corporation.
• Declared a special dividend of $1.00 per participating share, or approximately $78 million, in addition to the regular dividend.
• Maintained a solid financial position with a net indebtedness ratio of 0.91x.
• Entered into a definitive agreement pursuant to which the Corporation will acquire all Quebec community newspapers and associated web properties from Sun Media Corporation, a subsidiary of Quebecor Media, for a total purchase price of $75 million, as well as an agreement with Quebecor Media for the printing of some of its magazines and direct marketing material.

Adjusted operating income declined slightly, or 0.6%, from $245.2 million to $243.8 million. This slight decrease is primarily due to the share-price variance in fiscal 2013, compared to fiscal 2012 (a 62% rise in share price), which increased the stock-based compensation expense, as well as the reasons mentioned above. This decrease in adjusted operating income was partially offset, however, by synergies derived from the acquisition of Quad/Graphics Canada, Inc. and the optimization of our company-wide cost structure. Net income applicable to participating shares improved from a loss of $183.3 million, or $2.27 per share, to a loss of $14.5 million, or $0.19 per share. This improvement is mainly due to unusual income tax adjustments of $115.2 million recorded in 2012, including financial expenses, and to a lower asset impairment charge in 2013. Adjusted net income applicable to participating shares grew 5.2%, from $149.4 million, or $1.85 per share, to $157.2 million, or $2.02 per share.

"In fiscal 2013, considering the profound transformation that is ongoing in our industry, we have delivered strong results that reflect the excellence of our manufacturing know-how and our new product and service development efforts," said François Olivier, President and Chief Executive Officer. "I am especially proud of the solid performance delivered by our Printing Sector which increased its adjusted operating income by 12%, or $23 million, making 2013 a record year for this operating segment. These results are due in large part to the successful integration of Quad/Graphics Canada, Inc.'s operations into our print network, which generated significant synergies and enabled greater optimization of our platform. In addition, despite the ongoing challenge of a soft advertising market, I would highlight that the launch of new digital media products in 2013, as well as investments in non-advertising related businesses, such as educational publishing, contributed to maintaining our revenues.

As a result of our excellent financial position and our ability to generate significant cash flows, we were able to both significantly reduce our debt and pay a special dividend to our participating shareholders in addition to paying the regular dividend. Our strong balance sheet gives us the financial flexibility we need to strategically pursue our transformation in conjunction with our employees, our communities, our shareholders and our customers."

Other Highlights for Fiscal 2013

Printing Sector
In fiscal year 2013, our Printing Sector recorded a significant increase in adjusted operating income of 12%, or $23 million, to reach $223 million. The integration of Quad/Graphics Canada, Inc.'s operations generated $30 million in synergies in 2013 and $40 million since the acquisition in March 2012. During fiscal 2013, we concluded several multi-year agreements valued at over $40 million per year, including an agreement with Safeway U.S. to print flyers at our plant in Fremont, California; a five-year agreement to print the Calgary Herald and the Vancouver Sun, both owned by Postmedia Network Inc.; and an agreement with Shoppers Drug Mart/Pharmaprix for in-store marketing, a promising new niche.

Media Sector
Ted Markle was appointed President of the Media Sector. Following his appointment, he revised the sector's organizational structure with the aim of reducing costs and increasing return on investment. We formed a strategic alliance with Zone3, further to which the latter will handle television production for TC Media's brands and which also provides for the merger of all our television production operations with those of Zone3. We successfully launched Véro, an inspiring women magazine, and four TC Media flagship brands on iPad: Coup de pouce, Canadian Living, ELLE Québec and Elle Canada. We successfully re-launched high-potential titles: Coup de pouce, Canadian Living and Western Living. In order to diversify our operations by capturing non advertising-related revenue streams, we acquired Groupe Modulo, a publisher of French-language educational materials. We launched the TC Media Incubator, a laboratory for the creation, development and incubation of new digital products. In addition, we introduced AutoGo.ca and JobGO.ca, two new and innovative media platforms. In light of ongoing analysis in the Media Sector, we made the difficult decision to close More and Vita, which were no longer achieving expected results.

Financial Highlights
Fiscal 2013 was characterized by debt reduction, due to our significant cash flows and the amount of US$200 million received from the renegotiation of an agreement with Hearst Corporation. Our adjusted net indebtedness ratio improved from 1.32x as at October 31, 2012 to 0.91x as at October 31, 2013. During fiscal 2013, TC Transcontinental continued a multi-pronged approach to capital allocation. The Corporation focused on future growth by investing $74 million in property, plant and equipment and intangible assets as well as $25 million in strategic acquisitions. It also distributed cash to its shareholders through the payment of quarterly dividends of $52 million to holders of participating and preferred shares, the payment of a special dividend of $78 million to holders of participating shares and the repurchase of participating shares for a total amount of $12 million.

Asset Impairment
In the fiscal year ended October 31, 2013, the Corporation recorded an asset impairment charge of $170 million, of which $160 million is related to goodwill, mainly as a result of the difficult market conditions in the Media Sector that continue to adversely affect the advertising revenues of certain business groups.

Fourth Quarter

TC Transcontinental's revenues for the fourth quarter declined from $585.1 million in 2012 to $566.3 million in 2013, mainly as a result of the difficult market conditions that affected our magazine and book printing operations. This decrease is also attributable to the soft advertising market that continued to impact our Media Sector, mostly in local markets, and to the end of the contract to print and distribute Zellers flyers after its store closures. The decrease was partially offset by new contracts in the Printing Sector.

In the fourth quarter, adjusted operating income decreased by 10.7%, from $96.4 million to $86.1 million. The main reason for this decline is the share-price variance in the fourth quarter of 2013, which increased the stock-based compensation expense, as well as the favourable non-recurring items recorded in the fourth quarter of 2012. The combined results of the two operating sectors were relatively stable. The Printing Sector delivered an increase of 12%, or $7 million, in adjusted operating income as a result of synergies generated from the integration of Quad/Graphics Canada, Inc.'s operations as well as a decrease in our costs arising from the optimization of our platform. Adjusted operating income in our Media Sector declined by 28%, or $9 million, during the fourth quarter mostly due to the soft local advertising market.

Net income applicable to participating shares decreased from a loss of $51.9 million, or $0.65 per share, to a loss of $92.2 million, or $1.19 per share, mainly due to an increase in the asset impairment charge, partially offset by the favourable effect of the write-down of tax assets recorded in the fourth quarter of 2012. Adjusted net income applicable to participating shares was down 6.0%, from $61.9 million to $58.2 million, mostly as a result of the decrease in our results explained above, partially offset by a decrease in income taxes and financial expenses. On a per share basis, it declined from $0.77 to $0.75.

For more detailed financial information, please see Management's Discussion and Analysis for the fiscal year ended October 31, 2013 as well as the financial statements in the "Investors" section of our website at www.tc.tc

Subsequent Event

Announcement of a definitive agreement to acquire all Quebec community newspapers from Sun Media Corporation
On December 5th, 2013, the Corporation announced that it has entered into a definitive agreement pursuant to which it will acquire all Quebec community newspapers and associated web properties from Sun Media Corporation, a subsidiary of Quebecor Media, for a total purchase price of $75 million. This agreement has been approved by the Boards of Directors of both Transcontinental Inc. and Quebecor Media Inc., and the transaction is subject to obtaining regulatory clearances under the Canadian Competition Act.

Outlook
The Printing Sector generated synergies reaching approximately $40 million, as expected at the time of the acquisition of Quad/Graphics Canada, Inc., and should generate a few million dollars in additional synergies during fiscal 2014. In addition, since the start of fiscal 2013, we have signed new agreements to print newspapers, flyers, and marketing products whose contribution should be noted more significantly in fiscal 2014. We will continue to develop our offering to retailers, more specifically with respect to in-store marketing, and pursue our efforts to integrate other Canadian newspaper publishers into our efficient printing network. However, these items should be offset by an anticipated decrease in volume within our existing magazine and book printing operations.

In the Media Sector, the difficult market conditions with respect to advertising spending in our local and national markets are likely to persist. As a result, we will continue to optimize our cost structure to limit the potential impact on profit margins. Furthermore, we will keep on investing in the development of new products and services, mostly digital and interactive.

The new agreements announced with Quebecor Media Inc. for the printing of some of its magazines and direct marketing materials should begin to progressively have a positive impact as of February 2014. We also entered into a definitive agreement with Sun Media Corporation, a subsidiary of Quebecor Media, subject to regulatory approval, to acquire all of its Quebec community newspapers. Following the closure of this transaction, we expect these items to have an annualized impact of around $20 million on operating income before amortization.

We will continue to generate significant cash flows in the short-term, and our excellent financial position should permit us to continue applying our three-pronged capital management approach, which allows us to reduce our debt, pay dividends and invest in our transformation focusing on our core competencies, such as manufacturing. We will also keep on developing internal projects and evaluating strategic acquisitions to maintain our position as Canadian leader in marketing activation, while developing new niches to ensure the long-term growth and profitability of the business.

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 normalized for evaluating the Corporation's operating performance. Management uses such non-IFRS financial information to evaluate the performance of its operations and managers. 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.

Dividends

Dividend on Participating Shares
The Corporation's Board of Directors declared a quarterly dividend of $0.145 per share on Class A Subordinate Voting Shares and Class B Shares. This dividend is payable on January 20, 2014 to shareholders of record at the close of business on January 3, 2014.

Dividend on Preferred Shares
The Board declared a quarterly dividend of $0.4253 per share on cumulative 5-year rate reset first preferred shares, series D. This dividend is payable on January 15, 2014. On an annual basis, this represents a dividend of $1.6875 per preferred share.

Additional Information

Conference Call
Upon releasing its fiscal 2013 results, the Corporation will hold a conference call for the financial community today at 4:15 p.m. The dial-in numbers are 514 940-2795 or 1 416 644-3418 or 1 800-814-4861 and the access code is 4651012. Media may hear the call in listen-only mode or tune in to the simultaneous audio broadcast on the Corporation's Web site, which will then be archived for 30 days. For media requests for information or interviews, please contact Nathalie St-Jean, Senior Advisor, Corporate Communications of TC Transcontinental, at 514 954-3581.

Profile
Largest printer and leading provider of media and marketing activation solutions in Canada, TC Transcontinental creates products and services that allow businesses to attract, reach and retain their target customers.  The Corporation specializes in print and digital media, the production of magazines, newspapers, books and custom content, mass and personalized marketing, interactive and mobile applications, and door-to-door distribution.

Transcontinental Inc. (TSX: TCL.A, TCL.B, TCL.PR.D), including TC Transcontinental, TC Media and TC Transcontinental Printing, has over 9,000 employees in Canada and the United States, and revenues of C$2.1 billion in 2013. 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, as well as the Corporation's capacity to engage in strategic transactions and integrate acquisitions into its activities.  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, 2013 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 non-recurring or other unusual items, nor of divestitures, business combinations, mergers or acquisitions which may be announced after the date of December 5, 2013.

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 5, 2013. 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.

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For information:

 

Media  

Nathalie St-Jean
Senior Advisor, Corporate
Communications
TC Transcontinental
Telephone : 514 954-3581
nathalie.st-jean@tc.tc

 

Financial Community

Jennifer F. McCaughey
Senior Director, Investor Relations
and External Corporate Communications
TC Transcontinental
Telephone : 514 954-2821
jennifer.mccaughey@tc.tc