Exhibit 99.2
Hoak Media, LLC and Subsidiaries
CONSOLIDATED BALANCE SHEETS
| | March 31, 2014 | | | December 31, 2013 | |
| | (Unaudited) | | | | | |
ASSETS | | | | | | | | |
| | | | | | | | |
CURRENT ASSETS | | | | | | | | |
Cash | | $ | 3,032,660 | | | $ | 3,778,402 | |
Accounts receivable, net of allowance fordoubtful accounts of $293,011 and $288,516as of March 31, 2014 and December 31, 2013, respectively | | | 13,412,805 | | | | 14,938,806 | |
Prepaid expenses and other current assets | | | 367,989 | | | | 440,173 | |
Income tax receivable | | | 136,750 | | | | 8,112 | |
Deferred income taxes, net | | | 21,301 | | | | 19,417 | |
Assets of discontinued operations | | | 1,259,525 | | | | 1,331,478 | |
| | | | | | | | |
Total current assets | | | 18,231,030 | | | | 20,516,388 | |
| | | | | | | | |
PROPERTY AND EQUIPMENT, at cost | | | | | | | | |
Land | | | 3,259,972 | | | | 3,259,972 | |
Buildings and improvements | | | 11,026,273 | | | | 10,966,461 | |
Towers | | | 12,306,589 | | | | 12,287,084 | |
Transmitters and antennas | | | 18,865,556 | | | | 18,776,438 | |
Broadcast equipment | | | 31,382,110 | | | | 30,672,148 | |
Other | | | 5,185,986 | | | | 5,168,169 | |
| | | 82,026,486 | | | | 81,130,272 | |
Accumulated depreciation | | | (54,500,711 | ) | | | (53,202,042 | ) |
| | | | | | | | |
PROPERTY AND EQUIPMENT, net | | | 27,525,775 | | | | 27,928,230 | |
| | | | | | | | |
INTANGIBLE ASSETS, net | | | 116,355,341 | | | | 116,412,583 | |
| | | | | | | | |
GOODWILL | | | 37,826,986 | | | | 37,826,986 | |
| | | | | | | | |
ASSETS OF DISCONTINUED OPERATIONS | | | 3,835,380 | | | | 3,835,380 | |
| | | | | | | | |
OTHER NONCURRENT ASSETS, net | | | 2,275,488 | | | | 2,386,638 | |
| | | | | | | | |
Total assets | | $ | 206,050,000 | | | $ | 208,906,205 | |
Hoak Media, LLC and Subsidiaries
CONSOLIDATED BALANCE SHEETS - CONTINUED
| | March 31, 2014 | | | December 31, 2013 | |
| | (Unaudited) | | | | | |
LIABILITIES AND MEMBERS’ EQUITY | | | | | | | | |
| | | | | | | | |
CURRENT LIABILITIES | | | | | | | | |
Accounts payable | | $ | 499,188 | | | $ | 839,420 | |
Accrued liabilities | | | 4,585,794 | | | | 5,104,692 | |
Deferred revenue | | | 132,782 | | | | 811,752 | |
Current portion of notes payable | | | 13,000,000 | | | | 13,000,000 | |
Accrued interest | | | 103,069 | | | | 121,674 | |
Accrued income taxes | | | 43,691 | | | | - | |
Liabilities of discontinued operations | | | 1,846,202 | | | | 2,064,620 | |
| | | | | | | | |
Total current liabilities | | | 20,210,726 | | | | 21,942,158 | |
| | | | | | | | |
NOTES PAYABLE, net of current portion | | | 131,169,441 | | | | 136,946,294 | |
| | | | | | | | |
DEFERRED INCOME TAXES, net | | | 14,951,097 | | | | 15,011,373 | |
| | | | | | | | |
LIABILITIES OF DISCONTINUED OPERATIONS | | | 6,379,321 | | | | 6,379,321 | |
| | | | | | | | |
Total liabilities | | | 172,710,585 | | | | 180,279,146 | |
| | | | | | | | |
COMMITMENTS AND CONTINGENCIES | | | | | | | | |
| | | | | | | | |
MEMBERS’ EQUITY | | | | | | | | |
Members’ interests | | | 40,247,186 | | | | 35,539,054 | |
Noncontrolling interest | | | (6,907,771 | ) | | | (6,911,995 | ) |
| | | | | | | | |
Total members’ equity | | | 33,339,415 | | | | 28,627,059 | |
| | | | | | | | |
Total liabilities and members’ equity | | $ | 206,050,000 | | | $ | 208,906,205 | |
Hoak Media, LLC and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31,
| | 2014 | | | 2013 | |
| | (Unaudited) | |
Gross revenue | | | | | | | | |
Local and regional advertising | | $ | 12,540,664 | | | $ | 12,348,730 | |
National advertising | | | 3,383,951 | | | | 3,415,643 | |
Political advertising | | | 642,992 | | | | 87,267 | |
Barter and other revenue | | | 7,280,675 | | | | 6,162,656 | |
| | | | | | | | |
Gross revenue | | | 23,848,282 | | | | 22,014,296 | |
| | | | | | | | |
Commissions | | | | | | | | |
Agency commissions | | | 1,792,056 | | | | 1,762,652 | |
National representative commissions | | | 211,635 | | | | 182,396 | |
| | | | | | | | |
Total commissions | | | 2,003,691 | | | | 1,945,048 | |
| | | | | | | | |
Net revenue | | | 21,844,591 | | | | 20,069,248 | |
| | | | | | | | |
Operating expenses | | | | | | | | |
Program and production | | | 3,080,654 | | | | 2,808,780 | |
News | | | 2,353,443 | | | | 2,137,578 | |
Technical | | | 896,834 | | | | 810,677 | |
Sales and promotion | | | 2,048,169 | | | | 1,999,315 | |
General and administrative | | | 3,294,927 | | | | 3,223,088 | |
Depreciation and amortization | | | 1,355,930 | | | | 1,531,576 | |
Barter and other operating expenses | | | 705,760 | | | | 713,344 | |
| | | | | | | | |
Total operating expenses | | | 13,735,717 | | | | 13,224,358 | |
| | | | | | | | |
Operating income | | | 8,108,874 | | | | 6,844,890 | |
| | | | | | | | |
Interest expense, net | | | (1,697,175 | ) | | | (1,074,396 | ) |
| | | | | | | | |
Other income (expense), net | | | 2,590 | | | | (21,271 | ) |
| | | | | | | | |
Income from continuing operationsbefore income taxes | | | 6,414,289 | | | | 5,749,223 | |
| | | | | | | | |
Income tax expense | | | (152,893 | ) | | | (431,230 | ) |
| | | | | | | | |
Income from continuing operations | | | 6,261,396 | | | | 5,317,993 | |
| | | | | | | | |
Income from discontinued operations | | | 145,485 | | | | 67,628 | |
| | | | | | | | |
Net income | | | 6,406,881 | | | | 5,385,621 | |
| | | | | | | | |
Less: Net income (loss) attributable to noncontrolling interest | | | 42 | | | | (23,042 | ) |
| | | | | | | | |
Net income attributable to Hoak Media, LLC | | $ | 6,406,839 | | | $ | 5,408,663 | |
Hoak Media, LLC and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31,
| | 2014 | | | 2013 | |
| | (Unaudited) | |
| | | | | | | | |
Cash flows from operating activities | | | | | | | | |
Net income | | $ | 6,406,881 | | | $ | 5,385,621 | |
Net income from discontinued operations | | | (145,485 | ) | | | (67,628 | ) |
| | | | | | | | |
Net income from continuing operations | | | 6,261,396 | | | | 5,317,993 | |
| | | | | | | | |
Adjustments to reconcile net income to net cashprovided by operating activities | | | | | | | | |
Depreciation and amortization | | | 1,355,930 | | | | 1,531,576 | |
Bad debt expense | | | 28,895 | | | | 12,215 | |
(Excess) deficit of barter revenue over barter expense | | | (22,372 | ) | | | 6,851 | |
Noncash compensation | | | 108,579 | | | | 178,917 | |
Loss (gain) on sale of assets | | | (2,621 | ) | | | 21,269 | |
Amortization of deferred financing costs | | | 135,156 | | | | 116,691 | |
Deferred income taxes | | | (62,160 | ) | | | 79,880 | |
Net changes in current assets and liabilities | | | | | | | | |
Accounts receivable, net | | | 1,519,478 | | | | 239,488 | |
Prepaid expenses and other current assets | | | 72,184 | | | | (54,668 | ) |
Income tax receivable | | | (84,947 | ) | | | 1,350 | |
Accounts payable | | | (341,222 | ) | | | (660,883 | ) |
Accrued liabilities | | | (537,493 | ) | | | (129,763 | ) |
Deferred revenue | | | (678,970 | ) | | | (680,039 | ) |
| | | | | | | | |
Net cash provided by operating activities,continuing operations | | | 7,751,833 | | | | 5,980,877 | |
Net cash (used in) operating activities,discontinued operations | | | (108,671 | ) | | | (81,756 | ) |
| | | | | | | | |
Net cash provided by operating activities | | | 7,643,162 | | | | 5,899,121 | |
| | | | | | | | |
Cash flows from investing activities | | | | | | | | |
Additions to property and equipment | | | (897,817 | ) | | | (1,142,849 | ) |
Proceeds from sale of assets | | | 4,205 | | | | 7,208 | |
| | | | | | | | |
Net cash used in investing activities, continuingoperations | | | (893,612 | ) | | | (1,135,641 | ) |
Net cash provided by investingactivities, discontinued operations | | | - | | | | - | |
| | | | | | | | |
Net cash used in investing activities | | | (893,612 | ) | | | (1,135,641 | ) |
Hoak Media, LLC and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
Three Months Ended March 31,
| | 2014 | | | 2013 | |
| | (Unaudited) | |
| | | | | | | | |
Cash flows from financing activities | | | | | | | | |
Distributions | | $ | (1,803,104 | ) | | $ | (2,973,391 | ) |
Deferred financing costs | | | (24,006 | ) | | | - | |
Repayment of note payable | | | (5,776,853 | ) | | | (3,500,000 | ) |
| | | | | | | | |
Net cash used in financing activities,continuing operations | | | (7,603,963 | ) | | | (6,473,391 | ) |
| | | | | | | | |
Net cash provided by financing activities,discontinued operations | | | - | | | | - | |
| | | | | | | | |
Net cash used in financing activities | | | (7,603,963 | ) | | | (6,473,391 | ) |
| | | | | | | | |
Net decrease in cash | | | (854,413 | ) | | | (1,709,911 | ) |
| | | | | | | | |
Cash at beginning of year, continuing and discontinued operations | | | 3,985,861 | | | | 4,107,980 | |
| | | | | | | | |
Cash at end of year, continuing operations | | $ | 3,032,660 | | | $ | 2,330,591 | |
| | | | | | | | |
Cash at end of year, discontinued operations | | $ | 98,788 | | | $ | 67,478 | |
| | | | | | | | |
Supplemental cash flow information | | | | | | | | |
Interest paid | | $ | 1,630,638 | | | $ | 976,114 | |
| | | | | | | | |
Taxes paid | | $ | 300,000 | | | $ | 350,000 | |
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