| • | | it does not reflect changes in, or cash requirements for, our working capital needs; |
| • | | it does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness; |
| • | | it does not reflect our income tax expense or the cash requirements to pay our taxes; and |
| • | | other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. |
“Free cash flow,” anon-GAAP measure, is calculated asnon-GAAP Adjusted EBITDA (as defined above), further adjusted by adding back (1) stock-based compensation,(2) non-cash 401(k) company match, (3) syndicated programming amortization, (4) pension reimbursements, (5) dividends received from equity method investments and (6) reimbursements from spectrum repacking. This is further adjusted by deducting payments made for (1) syndicated programming, (2) pension, (3) interest, (4) taxes (net of refunds) and (5) purchases of property and equipment. Like Adjusted EBITDA, free cash flow is not intended to be a measure of cash flow available for management’s discretionary use.
The Company is unable to provide, without unreasonable efforts, certain forward looking information on a GAAP basis, including the range of estimated net income for the three months ended December 31, 2019, because at this time it is unable to determine, with reasonable certainty, the purchase accounting valuations that will beutilized to establish the intangible assets for the recently completed acquisitions of 11 local television stations in eight markets from Nexstar Media Group, two television stations and two radio stations from Dispatch Broadcast Group and the expected amortization impact of those acquired intangibles. The range of estimated Adjusted EBITDA(non-GAAP) for the three months ended December 31, 2019 and estimated free cash flow(non-GAAP) amounts used in forming the free cash flow as a % of revenue ranges can be presented, as they do not include acquired intangible asset amortization. The valuation of acquired intangibles is not yet substantially complete and depends on various factors; as such, the variability in the estimate of the amortization of those intangibles could have a material impact on the GAAP results for the guidance period.
All of the data presented above is preliminary and unaudited, based upon our estimates, and subject to further internal review by our management and compilation of actual results. With regards to the 2019 numbers, we have provided estimated ranges for this data primarily because our closing procedures for the quarter ended December 31, 2019 are not yet complete and we have not generated data for the full quarter. Our management’s estimates are based upon monthly information currently available to us and extrapolation from such information. While we expect that our results will be within these ranges, our actual results may differ materially from these preliminary estimates. The preliminary estimated financial data has been prepared by, and is the responsibility of, our management. PricewaterhouseCoopers LLP, our external audit firm, has not audited, reviewed, compiled, nor applied agreed-upon procedures with respect to this preliminary estimated financial data, and accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.
As a result of the foregoing considerations and other limitations onnon-GAAP measures, investors are cautioned not to place undue reliance on this preliminary estimated financial data.
Certain statements in this press release may be forward looking in nature or “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this press release are subject to a number of risks, trends and uncertainties that could cause actual performance to differ materially from these forward-looking statements. A number of those risks, trends and uncertainties are discussed in the Company’s SEC reports, including the Company’s annual report on Form10-K and quarterly reports on Form10-Q. Any forward-looking statements in this press release should be evaluated in light of these important risk factors.
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