Management's Discussion and Analysis
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TORSTAR - Management's Discussion and Analysis For the three months ended March 31, 2019 The following management’s discussion and analysis (“MD&A”) comments on the financial condition and results of operations of Torstar Corporation (“Torstar”, "we", "our" or the “Company") for the three months ended March 31, 2019 and updates the MD&A for the fiscal year ended December 31, 2018 (the "Annual MD&A"). The information contained herein should be read in conjunction with the annual audited consolidated financial statements of Torstar for the year ended December 31, 2018 (the “2018 Consolidated Financial Statements”) and the Annual MD&A which are set forth in the Company's Annual Report for such fiscal year and incorporated by reference in the Company's renewal Annual Information Form dated March 20, 2019. We report our financial results under International Financial Reporting Standards (“IFRS”) as set out in the CPA Canada Standards and Guidance Collection. All financial information contained in this MD&A and in the condensed consolidated financial statements for the three months ended March 31, 2019 (the "Condensed Consolidated Financial Statements") has been prepared in accordance with IFRS, except for certain “Non-IFRS Measures” as described in Section 11 of this MD&A. Per share amounts are calculated using the weighted average number of shares outstanding for the applicable period. This MD&A is dated May 7, 2019 and all amounts are denominated in Canadian dollars, unless otherwise noted. Other than new accounting standards adopted effective January 1, 2019 and disclosed in Section 7 of the MD&A, the accounting policies applied in this interim MD&A are consistent with those disclosed in Note 2 to the annual consolidated financial statements for the year ended December 31, 2018. Additional information relating to Torstar, including the 2018 Consolidated Financial Statements and Annual Report and 2019 Annual Information Form, are available on Torstar’s website at www.torstar.com and on SEDAR at www.sedar.com. Forward-looking statements Certain statements in this MD&A and in the Company’s oral and written public communications may constitute forward-looking statements that reflect management’s expectations regarding the Company’s future growth, financial performance and business prospects and opportunities as of the date of this MD&A. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate”, “believe”, “plan”, “forecast”, “expect”, “estimate”, “predict”, “intend”, “would”, “could”, “if”, “may” and similar expressions. This MD&A includes, among others, forward-looking statements regarding expectations regarding our transformation efforts, including our efforts to obtain and grow digital subscription and advertising revenue and add value to our audiences and collect and use data in Sections 1, 2 and 4 of this MD&A, expected efforts to reduce costs and identify efficiencies to offset key future expenditures in Section 1 of this MD&A, expected strategies to stabilize our core business, recognize value in investments outside of our core business and increase shareholder value in Section 1 of this MD&A, expected savings including savings from restructuring initiatives and other cost reductions in Sections 1, 3, 4 and 5 of this MD&A, expectations related to the merger of our defined benefit pension plans with the Colleges of Applied Arts & Technology ("CAAT") jointly sponsored defined benefit pension plan (including the expected benefits of the transaction, the anticipated obtaining and timing of regulatory consent, expected funding and expenses for registered defined benefit obligations and contributions to the CAAT Plan) in Sections 1, 4 and 6 of this MD&A, Torstar's outlook for 2019 including anticipated revenue trends within the Daily and Community Brands segments, anticipated effects of adopting the new IFRS 16 standard on lease accounting and its impact on adjusted EBITDA and cash flow, anticipated revenue trends, technological changes, and EBITDA margins and cash flow at VerticalScope, expected capital expenditures and expectations related to our transformation efforts and costs, the anticipated timing and amount of digital media tax credits, and the new refundable tax credit on salary or wages paid to eligible newsroom employees of qualifying news organizations in Section 4 of this MD&A, expectations regarding cash flows and forecasted cash requirements and potential measures to increase liquidity, and timing and amount of digital media tax credits in Section 5 of this MD&A, expectations regarding the costs, obligations, contributions, return on plan assets, discount rates, required funding (and potential reimbursement), solvency liabilities and other expectations related to employee future benefit obligations and the impact of interim solvency relief measures in Section 6 of this MD&A, estimates and judgements in connection with critical accounting policies (including the anticipated effects of adopting the new IFRS 16 standard) as described in Section 7 of this MD&A, expectations regarding recent accounting pronouncements in Section 8 of this MD&A, estimates and expectations relating to contingent liabilities and impairment of assets in Section 10 of this MD&A, and expectations regarding risks and uncertainties in Section 12 of this MD&A. All such statements are made pursuant to the “safe harbour” provisions of applicable Canadian securities legislation. These statements reflect current expectations of management regarding future events and operating performance, and speak only as of the date of this MD&A. In addition, forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. By their very nature, forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that management’s assumptions may not be accurate and that actual results, performance or achievements may differ significantly from such predictions, forecasts, conclusions or projections expressed or implied by such forward-looking statements. We caution readers not to place undue reliance on the forward-looking statements in this MD&A as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, outlooks, expectations, goals, estimates or intentions expressed in the forward-looking statements. TORSTAR CORPORATION 2019 FIRST QUARTER REPORT 1 TORSTAR - Management's Discussion and Analysis These factors include, but are not limited to: -the Company’s ability to operate in highly competitive changing industries; -the Company’s ability to compete with digital media, other newspapers and other forms of media; -the Company’s ability to respond to the shift to digital media and the shift by advertisers to other digital platforms; -the Company’s ability to attract, grow and retain its digital audience and profitably develop its digital platforms; -the Company's ability to charge for news content used by search, social media and other technology companies; -the Company’s ability to attract and retain advertisers and customers; -the Company’s ability to build and maintain adequate circulation/subscription levels; -the Company’s ability to attract and retain readers and traffic; -the Company’s ability to integrate the technology associated with new digital platforms; -general economic conditions and customer prospects in the principal markets in which the Company operates; -the Company’s ability to reduce costs; -loss of reputation; -dependence on third party suppliers and service providers; -reliance on technology and information systems; -cybersecurity, data protection and risks of security breaches; -the Company’s ability to execute appropriate strategic growth initiatives including acquisitions; -changes in employee future benefit obligations; -unexpected costs or liabilities related to acquisitions and dispositions; -investments in other businesses; -reliance on printing operations; -labour disruptions; -newsprint costs; -distribution costs; -privacy, anti-spam, communications, competition, e-commerce, data use and environmental laws, health and safety regulations and other laws and regulations applicable generally to the Company’s businesses, and any related regulatory proceedings; -litigation; -foreign exchange fluctuations and foreign operations; -dependence on and competition for key personnel; -availability of insurance; -intellectual property rights and other content risks; -income tax and other taxes; -credit risk; -availability of capital and restrictions imposed by credit facilities; -dividend policy; -controls over financial reporting, results of impairment tests and uncertainties associated with critical accounting estimates -holding company structure; and -control of the Company by the Voting Trust. Torstar cautions that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect Torstar’s results. In addition, a number of assumptions, including those assumptions specifically identified throughout this MD&A, were applied in making the forward-looking statements set forth in this MD&A which the Company believes are reasonable