Exhibit 99.2
Media General provides the non-GAAP financial metrics of Adjusted EBITDA and Broadcast Cash Flow. We believe these metrics are alternative measures used in peer comparisons and by lenders, investors, financial analysts and rating agencies to evaluate a company’s ability to service its debt requirements and to estimate the value of the company. A reconciliation of these metrics to amounts on the GAAP financial statements is included in the tables below:
Reconciliation of Adjusted EBITDA to Net Income
| | | | |
| | For the three months ended September 30, 2014 | |
(Unaudited, in thousands) | | | |
Net income | | $ | 13,849 | |
Add: | | | | |
Interest expense | | | 9,826 | |
Depreciation and amortization | | | 15,643 | |
Income tax expense | | | 11,525 | |
Loss (gain) related to property and equipment, net | | | 676 | |
Merger-related expenses | | | 3,066 | |
Corporate severance expense | | | 275 | |
| | | | |
Adjusted EBITDA | | $ | 54,860 | |
| | | | |
Reconciliation of Broadcast Cash Flow to Net Income
| | | | |
| | For the three months ended September 30, 2014 | |
(Unaudited, in thousands) | | | |
Net income | | $ | 13,849 | |
Add: | | | | |
Interest expense | | | 9,826 | |
Corporate and other expenses | | | 6,097 | |
Depreciation and amortization | | | 15,643 | |
Income tax expense | | | 11,525 | |
Loss (gain) related to property and equipment, net | | | 676 | |
Program license rights, net | | | 162 | |
Merger-related expenses | | | 3,066 | |
Corporate severance expense | | | 275 | |
Other, net | | | (19 | ) |
| | | | |
Broadcast Cash Flow | | $ | 61,100 | |
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We provide below supplemental financial information which is derived from the historical results of operations of Media General and New Young Broadcasting Holding Co., Inc. (“Young”), which were combined in an all-stock, tax-free merger transaction (the “Young Merger”). The “As Adjusted” column provides financial information for the combined company for the three months ended September 30, 2013. The purpose of the “Adjustments” column is to include the financial information of Media General prior to the Young Merger (referred to for this purpose as “Legacy Media General”) for the three months ended September 30, 2013. No other adjustments have been made to the supplemental financial information. The supplemental information provided does not purport to be indicative of what our results would have been had the Young Merger actually occurred as of the beginning of the period presented, nor is it indicative of results which may occur in the future:
Supplemental Combined Company Adjusted EBITDA
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| | For the three months ended September 30, 2013 | |
| | As Reported | | | Adjustments | | | As Adjusted | |
| | (unaudited, in thousands, except per share data) | |
Income (loss) from continuing operations | | $ | 4,137 | | | $ | (14,616 | ) | | $ | (10,479 | ) |
Add: | | | | | | | | | | | | |
Interest expense | | | 1,923 | | | | 20,339 | | | | 22,262 | |
Depreciation and amortization | | | 4,481 | | | | 5,957 | | | | 10,438 | |
Income tax expense | | | 2,864 | | | | 2,517 | | | | 5,381 | |
Loss (gain) related to of property and equipment, net | | | 11 | | | | 10 | | | | 21 | |
Merger-related expenses | | | 3,236 | | | | 1,218 | | | | 4,454 | |
Corporate severance expense | | | 630 | | | | — | | | | 630 | |
Reversal of Gray liabilities(1) | | | (1,769 | ) | | | — | | | | (1,769 | ) |
| | | | | | | | | | | | |
Adjusted EBITDA | | $ | 15,513 | | | $ | 15,425 | | | $ | 30,938 | |
| | | | | | | | | | | | |
Supplemental Combined Company Broadcast Cash Flow
| | | | | | | | | | | | |
| | For the three months ended September 30, 2013 | |
| | As Reported | | | Adjustments | | | As Adjusted | |
| | (unaudited, in thousands, except per share data) | |
Income (loss) from continuing operations | | $ | 4,137 | | | $ | (14,616 | ) | | $ | (10,479 | ) |
Add: | | | | | | | | | | | | |
Interest expense | | | 1,923 | | | | 20,339 | | | | 22,262 | |
Corporate and other expenses | | | (484 | ) | | | 7,833 | | | | 7,349 | |
Depreciation and amortization | | | 4,481 | | | | 5,957 | | | | 10,438 | |
Income tax expense | | | 2,864 | | | | 2,517 | | | | 5,381 | |
Loss (gain) related to of property and equipment, net | | | 11 | | | | 10 | | | | 21 | |
Program license rights, net | | | — | | | | 12 | | | | 12 | |
Merger-related expenses | | | 3,236 | | | | 1,218 | | | | 4,454 | |
Corporate severance expense | | | 630 | | | | — | | | | 630 | |
Other, net | | | (1 | ) | | | (42 | ) | | | (43 | ) |
| | | | | | | | | | | | |
Broadcast Cash Flow | | $ | 16,797 | | | $ | 23,228 | | | $ | 40,025 | |
| | | | | | | | | | | | |
(1) | Young had a management agreement with Gray Television, Inc. (“Gray”), the term of which expired on December 31, 2012. In addition to certain management fees, as part of the management agreement, if Young had been sold prior to December 31, 2012, then Gray would have received a portion of the aggregate sales price above a specified threshold. Young was not sold and the liability was reversed as other income on the consolidated statements of operations in the fourth quarter of 2012. In August 2013, Young made a payment of $7.1 million to Gray in accordance with the terms of the management agreement. This was a final payment and satisfied any remaining obligations Young had in relation to that agreement. Media General reversed its remaining accrued liability of $1.8 million as a reduction of corporate and other expenses on the consolidated statements of operations in the third quarter of 2013. |
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| | Year ended December 31, 2012 | | | Year ended December 31, 2013 | | | | |
($ in millions, except per share amounts) | | Media General | | | Legacy Media General | | | LIN | | | Pro Forma Adjust.(1) | | | Combined | | | Media General | | | Legacy Media General | | | LIN | | | Pro Forma Adjust.(1) | | | Combined | | | Average 2012 / 2013 | |
Adjusted Revenue Reconciliation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net revenue | | $ | 228.2 | | | $ | 359.7 | | | $ | 553.5 | | | | | | | $ | 1,141.4 | | | $ | 269.9 | | | $ | 273.6 | | | $ | 652.4 | | | | | | | $ | 1,195.8 | | | | | |
Acquisition revenue | | | 14.4 | | | | — | | | | 104.7 | | | | | | | | 119.1 | | | | 0.4 | | | | — | | | | — | | | | | | | | 0.4 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted Revenue | | $ | 242.6 | | | $ | 359.7 | | | $ | 658.2 | | | ($ | 66.8 | ) | | $ | 1,193.7 | | | $ | 270.3 | | | $ | 273.6 | | | $ | 652.4 | | | ($ | 56.1 | ) | | $ | 1,140.1 | | | $ | 1,166.9 | |
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Adjusted EBITDA Reconciliation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) from continuing operations | | | 36.0 | | | | (40.0 | ) | | | (18.0 | ) | | | | | | | (22.0 | ) | | | 4.4 | | | | (62.1 | ) | | | 156.6 | | | | | | | | 98.8 | | | | | |
Interest expense | | | 7.8 | | | | 78.0 | | | | 46.7 | | | | | | | | 132.5 | | | | 12.7 | | | | 71.7 | | | | 56.6 | | | | | | | | 141.0 | | | | | |
Debt modification and extinguishment costs | | | — | | | | 35.4 | | | | 3.3 | | | | | | | | 38.8 | | | | 4.5 | | | | — | | | | — | | | | | | | | 4.5 | | | | | |
Depreciation and amortization | | | 16.2 | | | | 25.1 | | | | 38.5 | | | | | | | | 79.8 | | | | 25.8 | | | | 19.4 | | | | 69.7 | | | | | | | | 114.8 | | | | | |
Taxes | | | 20.4 | | | | 13.6 | | | | 40.5 | | | | | | | | 74.5 | | | | 12.3 | | | | 8.5 | | | | (125.4 | ) | | | | | | | (104.6 | ) | | | | |
Reversal of Gray liabilities | | | — | | | | — | | | | — | | | | | | | | — | | | | (1.8 | ) | | | — | | | | — | | | | | | | | (1.8 | ) | | | | |
Restructuring charge | | | — | | | | — | | | | 1.0 | | | | | | | | 1.0 | | | | — | | | | — | | | | 3.9 | | | | | | | | 3.9 | | | | | |
Contract termination charge | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | 3.9 | | | | | | | | 3.9 | | | | | |
Stock-based compensation charges | | | — | | | | — | | | | 6.9 | | | | | | | | 6.9 | | | | — | | | | — | | | | 9.4 | | | | | | | | 9.4 | | | | | |
Loss on sale of other assets | | | 0.1 | | | | 2.1 | | | | 0.1 | | | | | | | | 2.2 | | | | 0.4 | | | | 0.3 | | | | 0.7 | | | | | | | | 1.4 | | | | | |
Loss on equity investments | | | — | | | | — | | | | 98.3 | | | | | | | | 98.3 | | | | — | | | | — | | | | 0.1 | | | | | | | | 0.1 | | | | | |
Other income (expense), net | | | — | | | | — | | | | 0.2 | | | | | | | | 0.2 | | | | — | | | | — | | | | 2.1 | | | | | | | | 2.1 | | | | | |
Net broadcast film rights | | | — | | | | 0.2 | | | | (2.1 | ) | | | | | | | (1.8 | ) | | | (0.1 | ) | | | — | | | | (2.4 | ) | | | | | | | (2.5 | ) | | | | |
Merger-related expenses | | | — | | | | — | | | | 3.2 | | | | | | | | 3.2 | | | | 13.1 | | | | 16.4 | | | | 10.8 | | | | | | | | 40.3 | | | | | |
Young merger synergies | | | 33.4 | | | | — | | | | — | | | | | | | | 33.4 | | | | 30.1 | | | | — | | | | — | | | | | | | | 30.1 | | | | | |
Severance, disposition and shutdown expenses | | | 11.2 | | | | — | | | | — | | | | | | | | 11.2 | | | | 1.8 | | | | —�� | | | | — | | | | | | | | 1.8 | | | | | |
Pension expense reduction | | | 3.8 | | | | — | | | | — | | | | | | | | 3.8 | | | | 3.8 | | | | — | | | | — | | | | | | | | 3.8 | | | | | |
Non-operating cash charges (less gains) and equity loss | | | 5.3 | | | | — | | | | — | | | | | | | | 5.3 | | | | 12.8 | | | | — | | | | — | | | | | | | | 12.8 | | | | | |
Acquisition EBITDA | | | 3.9 | | | | — | | | | 38.9 | | | | | | | | 42.8 | | | | 0.1 | | | | — | | | | — | | | | | | | | 0.1 | | | | | |
LIN merger synergies | | | — | | | | — | | | | — | | | | | | | | 70.0 | | | | — | | | | — | | | | — | | | | | | | | 70.0 | | | | | |
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Adjusted EBITDA | | $ | 138.1 | | | $ | 114.5 | | | $ | 257.6 | | | ($ | 23.3 | ) | | $ | 556.9 | | | $ | 119.9 | | | $ | 54.1 | | | $ | 185.9 | | | ($ | 15.5 | ) | | $ | 414.3 | | | $ | 485.6 | |
Adjusted EBITDA margin | | | 56.9 | % | | | 31.8 | % | | | 39.1 | % | | | | | | | 46.7 | % | | | 44.4 | % | | | 19.8 | % | | | 28.5 | % | | | | | | | 36.3 | % | | | 41.6 | % |
(1) | Represents full-year results from announced station divestitures and acquisitions, including WHTM. |
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| | Six months ended June 30, 2013 | | | Six months ended June 30, 2014 | | | LTM ended June 30, 2014 | | | L8QA ended June 30, 2014 | |
($ in millions, except per share amounts) | | Media General | | | Legacy Media General | | | LIN | | | Pro Forma Adjust.(1) | | | Combined | | | Media General | | | LIN | | | Pro Forma Adjust.(1) | | | Combined | | | |
Adjusted Revenue Reconciliation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net revenue | | $ | 105.8 | | | $ | 156.0 | | | $ | 305.3 | | | | | | | $ | 567.1 | | | $ | 298.0 | | | $ | 355.0 | | | | | | | $ | 653.0 | | | | | | | | | |
Acquisition revenue | | | 0.4 | | | | — | | | | — | | | | | | | | 0.4 | | | | — | | | | — | | | | | | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted Revenue | | $ | 106.2 | | | $ | 156.0 | | | $ | 305.3 | �� | | ($ | 28.0 | ) | | $ | 539.5 | | | $ | 298.0 | | | $ | 355.0 | | | ($ | 29.2 | ) | | $ | 623.8 | | | $ | 1,224.5 | | | | | |
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Adjusted EBITDA Reconciliation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) from continuing operations | | | 6.5 | | | | (33.4 | ) | | | 6.1 | | | | | | | | (20.8 | ) | | | 12.3 | | | | 11.9 | | | | | | | | 24.3 | | | | | | | | | |
Interest expense | | | 4.2 | | | | 38.7 | | | | 28.3 | | | | | | | | 71.3 | | | | 19.6 | | | | 28.4 | | | | | | | | 48.0 | | | | | | | | | |
Debt modification and extinguishment costs | | | — | | | | — | | | | — | | | | | | | | — | | | | 0.2 | | | | — | | | | | | | | 0.2 | | | | | | | | | |
Depreciation and amortization | | | 9.1 | | | | 12.0 | | | | 34.1 | | | | | | | | 55.3 | | | | 32.6 | | | | 33.1 | | | | | | | | 65.7 | | | | | | | | | |
Taxes | | | 4.5 | | | | 5.2 | | | | 4.2 | | | | | | | | 13.8 | | | | 9.2 | | | | 8.8 | | | | | | | | 18.0 | | | | | | | | | |
Share of loss in equity investments | | | — | | | | — | | | | 0.0 | | | | | | | | 0.0 | | | | — | | | | 0.1 | | | | | | | | 0.1 | | | | | | | | | |
Other (income) expense, net | | | — | | | | — | | | | 0.1 | | | | | | | | 0.1 | | | | — | | | | (0.1 | ) | | | | | | | (0.1 | ) | | | | | | | | |
Amortization of program rights | | | — | | | | — | | | | 14.9 | | | | | | | | 14.9 | | | | — | | | | 13.4 | | | | | | | | 13.4 | | | | | | | | | |
Cash payments for programming | | | — | | | | — | | | | (16.1 | ) | | | | | | | (16.1 | ) | | | — | | | | (13.8 | ) | | | | | | | (13.8 | ) | | | | | | | | |
Restructuring charge | | | — | | | | — | | | | 2.5 | | | | | | | | 2.5 | | | | — | | | | — | | | | | | | | — | | | | | | | | | |
Stock-based compensation charges | | | — | | | | — | | | | 4.5 | | | | | | | | 4.5 | | | | — | | | | 4.3 | | | | | | | | 4.3 | | | | | | | | | |
Loss (gain) related to property and equipment, net | | | (0.0 | ) | | | 0.1 | | | | — | | | | | | | | 0.0 | | | | 0.2 | | | | — | | | | | | | | 0.2 | | | | | | | | | |
Loss on sale of other assets | | | — | | | | — | | | | 0.2 | | | | | | | | 0.2 | | | | — | | | | 0.1 | | | | | | | | 0.1 | | | | | | | | | |
Merger-related expenses | | | 4.4 | | | | 7.2 | | | | — | | | | | | | | 11.6 | | | | 9.6 | | | | — | | | | | | | | 9.6 | | | | | | | | | |
Young merger synergies | | | 15.0 | | | | — | | | | — | | | | | | | | 15.0 | | | | 9.7 | | | | — | | | | | | | | 9.7 | | | | | | | | | |
Corporate severance expenses | | | 0.0 | | | | (0.0 | ) | | | — | | | | | | | | (0.0 | ) | | | 4.5 | | | | — | | | | | | | | 4.5 | | | | | | | | | |
Non-recurring and acquisition-related charges | | | — | | | | — | | | | 5.0 | | | | | | | | 5.0 | | | | — | | | | 6.5 | | | | | | | | 6.5 | | | | | | | | | |
Acquisition EBITDA | | | 0.1 | | | | — | | | | — | | | | | | | | 0.1 | | | | — | | | | — | | | | | | | | — | | | | | | | | | |
LIN merger synergies | | | — | | | | — | | | | — | | | | | | | | 35.0 | | | | — | | | | — | | | | | | | | 35.0 | | | | | | | | | |
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Adjusted EBITDA | | $ | 43.8 | | | $ | 29.8 | | | $ | 83.9 | | | ($ | 6.6 | ) | | $ | 185.9 | | | $ | 97.9 | | | $ | 92.7 | | | ($ | 5.1 | ) | | $ | 220.5 | | | $ | 448.9 | | | $ | 487.0 | |
Adjusted EBITDA margin | | | 41.3 | % | | | 19.1 | % | | | 27.5 | % | | | | | | | 34.5 | % | | | 32.9 | % | | | 26.1 | % | | | | | | | 35.3 | % | | | | | | | | |
(1) | Represents full-year results from announced station divestitures and acquisitions, including WHTM. |
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