Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited pro forma condensed consolidated financial statements of A. H. Belo Corporation and subsidiaries (the “Company”) were derived from the Company’s historical consolidated financial statements. The unaudited pro forma balance sheet as of September 30, 2013, was adjusted to reflect to the disposition of the assets and operations related to the sale of The Press‑Enterprise to Freedom Communications Holdings, Inc. on November 21, 2013, as though the disposition occurred on September 30, 2013. The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2012, 2011 and 2010, include pro forma adjustments that reflect the sale of the press equipment and the five-story office building which occurred in the third quarter of 2013, and the disposition of the assets and operations related to the sale of The Press‑Enterprise on November 21, 2013. These financial statements were prepared as though the disposition occurred on January 1, 2010.
The unaudited pro forma condensed consolidated financial statements are furnished for informational purposes only and do not purport to reflect the Company’s financial position and results of operations had the dispositions occurred on the dates as indicated above. Further, these financial statements are not necessarily indicative of the Company’s future financial position and future results of operations and should be read in conjunction with the historical financial statements of the Company included in its Annual Report on Form 10‑K for the year ended December 31, 2012, and its Quarterly Report on Form 10‑Q for the nine months ended September 30, 2013.
The Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2013, filed with the Securities and Exchange Commission on November 13, 2013, reported the assets and operations related to The Press‑Enterprise as a discontinued operation of A. H. Belo Corporation. Accordingly, a proforma statement of operation is not required for this period as net income (loss) from continuing operations attributable to A. H. Belo Corporation excludes the effect of the transactions as described in Item 2.01 to this Current Report on Form 8-K.
A. H. Belo Corporation and Subsidiaries
Pro Forma Condensed Consolidated Balance Sheet
| September 30, 2013 | |||||||||||
| In thousands, except share amounts (unaudited) | Historical | Pro Forma Adjustments | Pro Forma | ||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 56,436 | $ | 25,539 | (a) | $ | 81,975 | ||||
| Accounts receivable | 34,375 | — | 34,375 | ||||||||
| Inventories | 8,496 | — | 8,496 | ||||||||
| Prepaids and other current assets | 7,140 | — | 7,140 | ||||||||
| Deferred income taxes, net | 128 | — | 128 | ||||||||
| Assets of discontinued operations | 18,347 | (18,347 | ) | (b) | — | ||||||
| Total current assets | 124,922 | 7,192 | 132,114 | ||||||||
| Property, plant and equipment, at cost | 544,413 | — | 544,413 | ||||||||
| Less accumulated depreciation | (444,846 | ) | — | (444,846 | ) | ||||||
| Property, plant and equipment, net | 99,567 | — | 99,567 | ||||||||
| Intangible assets, net | 6,466 | — | 6,466 | ||||||||
| Goodwill | 24,582 | — | 24,582 | ||||||||
| Investments | 9,834 | — | 9,834 | ||||||||
| Deferred income taxes, net | 646 | — | (c) | 646 | |||||||
| Other assets | 4,557 | — | 4,557 | ||||||||
| Total assets | $ | 270,574 | $ | 7,192 | $ | 277,766 | |||||
| Liabilities and Shareholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 15,376 | $ | — | $ | 15,376 | |||||
| Accrued compensation and benefits | 14,073 | — | 14,073 | ||||||||
| Other accrued expense | 4,262 | 4,071 | (d) | 8,333 | |||||||
| Advance subscription payments | 19,562 | — | 19,562 | ||||||||
| Liabilities of discontinued operations | 7,153 | (7,153 | ) | (b) | — | ||||||
| Total current liabilities | 60,426 | (3,082 | ) | 57,344 | |||||||
| Long-term pension liabilities | 108,146 | — | 108,146 | ||||||||
| Other post-employment benefits | 2,923 | — | 2,923 | ||||||||
| Other liabilities | 3,358 | — | 3,358 | ||||||||
| Shareholders’ equity: | |||||||||||
| Preferred stock, $.01 par value; Authorized 2,000,000 shares; none issued | — | — | — | ||||||||
| Common stock, $.01 par value; Authorized 125,000,000 shares | |||||||||||
| Series A: issued 19,918,393 shares | 199 | — | 199 | ||||||||
| Series B: issued 2,399,676 shares | 24 | — | 24 | ||||||||
| Treasury stock, Series A, at cost; 432,283 shares held | (2,636 | ) | — | (2,636 | ) | ||||||
| Additional paid-in capital | 496,782 | — | 496,782 | ||||||||
| Accumulated other comprehensive loss | (72,796 | ) | — | (72,796 | ) | ||||||
| Accumulated deficit | (325,931 | ) | 10,274 | (e) | (315,657 | ) | |||||
| Total shareholders’ equity attributable to A. H. Belo Corporation | 95,642 | 10,274 | 105,916 | ||||||||
| Noncontrolling interests | 79 | — | 79 | ||||||||
| Total shareholders’ equity | 95,721 | 10,274 | 105,995 | ||||||||
| Total liabilities and shareholders’ equity | $ | 270,574 | $ | 7,192 | $ | 277,766 | |||||
See notes to the pro forma condensed consolidated financial statements.
A. H. Belo Corporation and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations
| Twelve Months Ended December 31, 2012 | |||||||||||
| In thousands, except share and per share amounts (unaudited) | Historical | Pro Forma Adjustments | Pro Forma | ||||||||
| Net Operating Revenue | |||||||||||
| Advertising and marketing services | $ | 258,223 | $ | (42,115 | ) | (f) | $ | 216,108 | |||
| Circulation | 136,506 | (13,282 | ) | (f) | 123,224 | ||||||
| Printing and distribution | 45,317 | (9,959 | ) | (f) | 35,358 | ||||||
| Total net operating revenue | 440,046 | (65,356 | ) | 374,690 | |||||||
| Operating Costs and Expense | |||||||||||
| Salaries, wages and employee benefits | 177,070 | (24,547 | ) | (f) | 152,523 | ||||||
| Other production, distribution and operating costs | 167,132 | (27,566 | ) | (f) | 139,566 | ||||||
| Newsprint, ink and other supplies | 61,315 | (11,914 | ) | (f) | 49,401 | ||||||
| Depreciation | 27,478 | (6,077 | ) | (f) (h) | 21,401 | ||||||
| Amortization | 5,239 | (866 | ) | (f) | 4,373 | ||||||
| Asset impairments | 2,444 | (2,444 | ) | (i) | — | ||||||
| Total operating costs and expense | 440,678 | (73,414 | ) | 367,264 | |||||||
| Net income (loss) from operations | (632 | ) | 8,058 | 7,426 | |||||||
| Other Income (Expense), Net | |||||||||||
| Other income, net | 3,413 | (33 | ) | (f) | 3,380 | ||||||
| Interest expense | (630 | ) | 1 | (f) | (629 | ) | |||||
| Total other income (expense), net | 2,783 | (32 | ) | 2,751 | |||||||
| Income (Loss) from Continuing Operations Before Income Taxes | 2,151 | 8,026 | 10,177 | ||||||||
| Income tax expense | 1,732 | 72 | (g) | 1,804 | |||||||
| Net Income (Loss) from Continuing Operations | 419 | 7,954 | 8,373 | ||||||||
| Net loss from continuing operations attributable to noncontrolling interests | (107 | ) | — | (107 | ) | ||||||
| Net Income (Loss) from Continuing Operations Attributable to A. H. Belo Corporation | $ | 526 | $ | 7,954 | $ | 8,480 | |||||
| Per Share Basis from Continuing Operations | |||||||||||
| Net income from continuing operations attributable to A. H. Belo Corporation | |||||||||||
| Basic and Diluted | $ | 0.01 | $ | 0.37 | |||||||
| Weighted average shares outstanding | |||||||||||
| Basic and Diluted | 21,947,981 | 21,947,981 | |||||||||
| Diluted | 22,065,856 | 22,065,856 | |||||||||
See notes to the pro forma condensed consolidated financial statements.
A. H. Belo Corporation and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations
| Twelve Months Ended December 31, 2011 | |||||||||||
| In thousands, except share and per share amounts (unaudited) | Historical | Pro Forma Adjustments | Pro Forma | ||||||||
| Net Operating Revenue | |||||||||||
| Advertising and marketing services | $ | 282,621 | $ | (45,560 | ) | (f) | $ | 237,061 | |||
| Circulation | 139,892 | (13,602 | ) | (f) | 126,290 | ||||||
| Printing and distribution | 38,990 | (8,145 | ) | (f) | 30,845 | ||||||
| Total net operating revenue | 461,503 | (67,307 | ) | 394,196 | |||||||
| Operating Costs and Expense | |||||||||||
| Salaries, wages and employee benefits | 187,738 | (26,864 | ) | (f) | 160,874 | ||||||
| Other production, distribution and operating costs | 174,942 | (28,106 | ) | (f) | 146,836 | ||||||
| Newsprint, ink and other supplies | 60,081 | (11,391 | ) | (f) | 48,690 | ||||||
| Depreciation | 30,427 | (5,577 | ) | (f) (h) | 24,850 | ||||||
| Amortization | 5,239 | (866 | ) | (f) | 4,373 | ||||||
| Asset impairments | 6,500 | (5,628 | ) | (i) | 872 | ||||||
| Pension plan withdrawal | 1,988 | — | 1,988 | ||||||||
| Total operating costs and expense | 466,915 | (78,432 | ) | 388,483 | |||||||
| Net income (loss) from operations | (5,412 | ) | 11,125 | 5,713 | |||||||
| Other Income (Expense), Net | |||||||||||
| Other income, net | 159 | (453 | ) | (f) | (294 | ) | |||||
| Interest expense | (669 | ) | 1 | (f) | (668 | ) | |||||
| Total other income (expense), net | (510 | ) | (452 | ) | (962 | ) | |||||
| Income (Loss) from Continuing Operations Before Income Taxes | (5,922 | ) | 10,673 | 4,751 | |||||||
| Income tax expense (benefit) | 5,011 | 96 | (g) | 5,107 | |||||||
| Net Loss from Continuing Operations | $ | (10,933 | ) | $ | 10,577 | $ | (356 | ) | |||
| Per Share Basis from Continuing Operations | |||||||||||
| Net loss from continuing operations attributable to A. H. Belo Corporation | |||||||||||
| Basic and Diluted | $ | (0.51 | ) | $ | (0.03 | ) | |||||
| Weighted average shares outstanding | |||||||||||
| Basic and Diluted | 21,495,814 | 21,495,814 | |||||||||
See notes to the pro forma condensed consolidated financial statements.
A. H. Belo Corporation and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations
| Twelve Months Ended December 31, 2010 | |||||||||||
| In thousands, except share and per share amounts (unaudited) | Historical | Pro Forma Adjustments | Pro Forma | ||||||||
| Net Operating Revenue | |||||||||||
| Advertising and marketing services | $ | 310,309 | $ | (51,461 | ) | (f) | $ | 258,848 | |||
| Circulation | 141,091 | (13,963 | ) | (f) | 127,128 | ||||||
| Printing and distribution | 35,908 | (7,986 | ) | (f) | 27,922 | ||||||
| Total net operating revenue | 487,308 | (73,410 | ) | 413,898 | |||||||
| Operating Costs and Expense | |||||||||||
| Salaries, wages and employee benefits | 212,998 | (29,272 | ) | (f) | 183,726 | ||||||
| Other production, distribution and operating costs | 183,017 | (33,466 | ) | (f) | 149,551 | ||||||
| Newsprint, ink and other supplies | 55,472 | (10,888 | ) | (f) | 44,584 | ||||||
| Depreciation | 32,902 | (6,215 | ) | (f) (h) | 26,687 | ||||||
| Amortization | 5,238 | (866 | ) | (f) | 4,372 | ||||||
| Asset impairments | 3,404 | — | 3,404 | ||||||||
| Pension plan withdrawal | 132,346 | — | 132,346 | ||||||||
| Total operating costs and expense | 625,377 | (80,707 | ) | 544,670 | |||||||
| Net loss from operations | (138,069 | ) | 7,297 | (130,772 | ) | ||||||
| Other Income (Expense), Net | |||||||||||
| Other income, net | 7,067 | (93 | ) | (f) | 6,974 | ||||||
| Interest expense | (808 | ) | — | (808 | ) | ||||||
| Total other income (expense), net | 6,259 | (93 | ) | 6,166 | |||||||
| Loss from Continuing Operations Before Income Taxes | (131,810 | ) | 7,204 | (124,606 | ) | ||||||
| Income tax benefit | (7,575 | ) | 3,203 | (g) | (4,372 | ) | |||||
| Net Loss from Continuing Operations | $ | (124,235 | ) | $ | 4,001 | $ | (120,234 | ) | |||
| Per Share Basis from Continuing Operations | |||||||||||
| Net loss from continuing operations attributable to A. H. Belo Corporation | |||||||||||
| Basic and Diluted | $ | (5.92 | ) | $ | (5.73 | ) | |||||
| Weighted average shares outstanding | |||||||||||
| Basic and Diluted | 20,992,424 | 20,992,424 | |||||||||
See notes to the pro forma condensed consolidated financial statements.
A. H. Belo Corporation and Subsidiaries
Notes to Unaudited Pro Forma Condensed Financial Statements
(all amounts are presented in thousands)
Pro Forma Condensed Consolidated Balance Sheet
| (a) | The cash adjustment amount consists of gross proceeds of $27,250 received from the sale of The Press‑Enterprise on November 21, 2013. This amount is reduced by approximately $1,711 for the minimum working capital adjustment and for liabilities requiring payment at closing. |
| (b) | The eliminated assets/liabilities of discontinued operations are related to the sale of of The Press‑Enterprise to Freedom Communications Holdings, Inc. on November 21, 2013. |
| (c) | Deferred income tax assets were not effected by the sale of The Press‑Enterprise as all tax assets were fully reserved. |
| (d) | Other accrued expense adjustment includes $4,071 for estimated exit costs related to the sale of The Press‑Enterprise. |
| (e) | Stockholders’ equity was adjusted as a result of adjustments (a) through (d). |
Pro Forma Condensed Consolidated Statement of Operations
| (f) | The revenues and expenses eliminated are related to the November 21, 2013, sale of The Press‑Enterprise to Freedom Communications Holdings, Inc. Additionally, adjustments include revenues and expenses related to press equipment sold to Freedom Communications, Inc. on July 8, 2013, and a five-story office building and certain furniture, fixtures and equipment sold to the County of Riverside on July 17, 2013, detailed in (h) and (i) below. |
| (g) | Adjustment represents the tax effect of pro forma adjustments to income before income taxes based on the applicable statutory rate. The effective tax rate of the Company could be different depending on activities subsequent to the disposition. |
| (h) | Adjustments include depreciation expense related to the sale of The Press‑Enterprise as follows: |
| Twelve Months Ended | |||||||||||
| December 31, 2012 | December 31, 2011 | December 31, 2010 | |||||||||
| Press equipment | $ | 200 | $ | 200 | $ | 200 | |||||
| Five-story office building | 1,156 | 1,820 | 1,820 | ||||||||
| The Press-Enterprise | 4,721 | 3,557 | 4,195 | ||||||||
| Total depreciation expense | $ | 6,077 | $ | 5,577 | $ | 6,215 | |||||
| (i) | Impairment adjustments include $2,310 which are related to the press equipment for the year ended December 31, 2012, and $5,540 which are related to the five-story office building for the year ended December 31, 2011. |