ex99-2.htm

EX-99.3 7 ex99-3.htm EXHIBIT 99.3 ex99-2.htm

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On September 8, 2015, Media General, Inc. and Meredith Corporation announced a definitive merger agreement under which Media General will acquire all the outstanding common stock of Meredith in a cash and stock transaction (the "Meredith Merger"). Consummation of the Meredith Merger is subject to customary closing conditions including, among other things, Federal Communication Commission approval and shareholder approval from both Media General and Meredith shareholders. On December 19, 2014, Media General and LIN Media LLC ("LIN") were combined in a business combination transaction (the "LIN Merger"). Also on that date, in connection with the LIN Merger, Media General and LIN swapped or otherwise divested certain stations.

The unaudited pro forma condensed combined financial information for the year ended December 31, 2014 and for the six months ended and as of June 30, 2015 has been derived from the historical consolidated financial statements of Media General for the year ended December 31, 2014 and for the six months ended and as of June 30, 2015, the historical consolidated financial statements of LIN Media for the period January 1, 2014 to December 18, 2014, and the historical consolidated financial statements of Meredith Corporation for the calendar year ended December 31, 2014 and for the six months ended and as of June 30, 2015, along with certain adjustments.

Meredith's fiscal year ends on June 30. Therefore the Meredith unaudited historical consolidated financial statement of operations for the calendar year end December 31, 2014 is derived by combining the first six months of Meredith’s fiscal year 2015 and the last six months of Meredith’s fiscal year 2014. Meredith’s unaudited historical consolidated financial statement of operations for the six months ended June 30, 2015, is derived by subtracting the financial data from Meredith’s historical condensed consolidated financial statement of operations for the six months ended December 31, 2014 from the financial data from Meredith’s consolidated statement of earnings for the fiscal year ended June 30, 2015.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014, have been prepared as though the LIN Merger and the Meredith Merger occurred as of January 1, 2014. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2015 have been prepared as though the Meredith Merger occurred as of January 1, 2014, and the unaudited pro forma condensed combined balance sheet information at June 30, 2015 has been prepared as if the Meredith Merger occurred as of June 30, 2015.

The pro forma adjustments give effect to events that are (1) directly attributable to the mergers, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the combined company’s results. The pro forma adjustments are based on available information and assumptions that Media General’s and Meredith's managements believe are reasonable. Such adjustments are estimates and are subject to change.

The unaudited pro forma condensed combined financial statements are provided for informational purposes only and do not purport to represent what the actual combined results of operations or the combined financial position of the combined company would have been had the LIN Merger and the Meredith Merger occurred on the dates assumed, nor are they necessarily indicative of future combined results of operations or combined financial position. The unaudited pro forma condensed combined financial statements do not reflect any cost savings or other synergies that the managements of Media General and Meredith believe could have been achieved had the LIN Merger and the Meredith Merger been completed on the dates assumed.

The Meredith Merger will be accounted for using the acquisition method of accounting in accordance with ASC 805. Media General’s and Meredith’s managements have evaluated the guidance contained in ASC 805 with respect to the identification of the acquirer in the Meredith Merger and concluded, based on a consideration of the pertinent facts and circumstances, that Media General will acquire Meredith for financial accounting purposes. Accordingly, Media General’s cost to acquire Meredith has been allocated to the acquired assets, liabilities and commitments based upon their estimated fair values. The allocation of the purchase price is preliminary and is dependent upon certain valuations that have not progressed to a stage where there is sufficient information to make a final allocation. In addition, the final purchase price of Media General’s acquisition of Meredith will not be known until the date of closing of the Meredith Merger and could vary materially from the preliminary purchase price. Accordingly, the final acquisition accounting adjustments may be materially different from the preliminary unaudited pro forma adjustments presented.

The actual amounts recorded as of the completion of the Meredith Merger may differ materially from the information presented in the unaudited pro forma condensed combined financial statements as a result of several factors, including the following:

●

changes in Meredith’s net assets between the pro forma balance sheet as of June 30, 2015 and the closing of the Meredith Merger, which could impact the preliminary estimated purchase price or the preliminary estimated fair value as of the effective date of the Meredith Merger;

●

changes in the price of Media General’s common stock;

●

the value of the combined company at the effective date of the Meredith Merger; and

●

other changes in net assets that may have occurred prior to the completion of the Meredith Merger, which could cause material differences in the information presented.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes and in conjunction with the consolidated financial statements and related notes of both Media General and Meredith filed with the Securities and Exchange Commission. The unaudited pro forma condensed combined financial statements constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements,” which are included elsewhere and incorporated by reference in this prospectus.

Meredith Media General

Pro Forma Condensed Combined Balance Sheet

As of June 30, 2015

(Unaudited, in thousands)

	Media General Historical			Meredith Historical			Pro Forma Adjustments				Pro Forma Combined Company
ASSETS
Current assets:
Cash and cash equivalents	$	72,078		$	22,833		$	(34,666	)	(a)	$	60,245
Trade accounts receivable, net		246,295			284,646			-				530,941
Inventories		-			24,681			-				24,681
Current portion of subscription acquisition costs		-			122,350			(122,350	)	(b)		-
Current portion of broadcast rights		-			4,516			(4,516	)	(c)		-
Current deferred tax asset		51,732			-			(28,387	)	(c)		23,345
Prepaid expenses and other current assets		36,739			23,505			4,516		(c)		64,760
Total current assets		406,844			482,531			(185,403	)			703,972
Property and equipment, net		483,581			213,736			31,662		(b)		728,979
Subscription acquisition rights		-			103,842			(103,842	)	(b)		-
Broadcast rights		-			1,795			(1,795	)	(c)		-
Other assets, net		71,290			67,750			59,438		(a),(c),(f)		198,478
Definite lived intangible assets, net		912,487			147,782			718,018		(b)		1,778,287
Broadcast licenses		1,097,100			624,684			31,316		(b)		1,753,100
Trade names		-			199,916			74,684		(b)		274,600
Goodwill		1,597,486			1,001,246			1,251,684		(b)		3,850,416
Total assets	$	4,568,788		$	2,843,282		$	1,875,762			$	9,287,832
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable	$	33,293		$	93,944		$	54,900		(f)	$	182,137
Accrued salaries and wages		24,822			71,233			-				96,055
Other accrued expenses and other current liabilities		108,940			92,422			(29,137	)	(a),(c)		172,225
Current portion of unearned subscription revenues		-			206,126			-				206,126
Current portion of long-term broadcast rights payable		-			4,776			(4,776	)	(c)		-
Current installments of long-term debt		3,404			62,500			(43,950	)	(a)		21,954
Current installments of obligation under capital leases		856			-			-				856
Total current liabilities		171,315			531,001			(22,963	)			679,353
Long-term debt		2,272,695			732,500			1,757,608		(a)		4,762,803
Obligations under capital leases, excluding current installments		14,436			-			-				14,436
Deferred income tax liabilities		359,229			311,645			136,939		(a),(b),(e),(g)		807,813
Retirement and postretirement plans		202,994			-			37,840		(c)		240,834
Unearned subscription rights		-			151,221			-				151,221
Long-term broadcast rights payable		-			2,998			(2,998	)	(c)		-
Other liabilities		35,005			162,067			(34,842	)	(c)		162,230
Total liabilities		3,055,674			1,891,432			1,871,584				6,818,690
Noncontrolling interests		31,065			-			-				31,065
Stockholders' equity:
Common stock		1,311,141			37,657			1,036,404		(d)		2,385,202
Class B stock		-			6,963			(6,963	)	(d)		-
Additional paid in capital		-			49,019			(49,019	)	(d)		-
Accumulated other comprehensive income (loss)		(36,445	)		(12,648	)		12,648		(a),(e)		(36,445	)
Retained earnings		207,353			870,859			(988,892	)	(a),(d),(f)		89,320
Total stockholders' equity		1,482,049			951,850			4,178				2,438,077
Total liabilities, noncontrolling interests and stockholders' equity	$	4,568,788		$	2,843,282		$	1,875,762			$	9,287,832

(a)

Reflects (1) the issuance of debt financing and the expenditure of cash necessary to acquire Meredith, (2) the repayment of Meredith’s existing debt and settlement of its interest rate swaps and (3) the repayment of Media General’s 6-3⁄8% senior notes due 2021 (“Media General’s 2021 Notes”). If the Meredith Merger had occurred as of June 30, 2015, the carrying amount of Media General’s long-term debt would have been as follows on a pro forma basis:

	(In thousands)
Media General Credit Agreement	$	1,566,000
5.875% Senior Notes due 2022		400,000
Other borrowings, less unamortized discounts		18,757
Unsecured financing		945,000
Incremental Term B Loan		1,855,000
		4,784,757
Less: current installments of long-term debt		21,954
Long-term debt	$	4,762,803

Meredith Media General

Pro Forma Condensed Combined Balance Sheet

As of June 30, 2015

(Unaudited, in thousands)

(b)

Reflects an adjustment to (1) eliminate capitalized subscription acquisition costs, (2) record identifiable tangible and intangible assets of Meredith at their preliminary estimated fair value, and (3) record goodwill for the excess of cost over fair value of net identifiable assets of Meredith. The allocation of purchase price is subject to change as the appraisals are completed and more facts become known.

(c)

Reflects reclassifications to the historical presentation of the Meredith balance sheet to conform to the presentation used in the Media General balance sheet. The adjustments reclassify current and long-term broadcast rights and broadcast rights payable, retirement and postretirement plan liabilities, and deferred income taxes, and certain other assets and liabilities.

(d)

Eliminates Meredith’s stockholders’ equity and records an estimate of the fair value of the number of shares of common stock expected to be issued to acquire Meredith (68,882,360) at an estimated stock price of $14.00 per share as of October 23, 2015 and an estimate of the fair value of stock options expected to be issued to certain Meredith employees to replace outstanding Meredith stock options.

(e)	Eliminate accumulated other comprehensive income and associated deferred income taxes related to Meredith's pension and postretirement plan liabilities and rate swaps.

(f)

Reflects the impact of merger-related expenses on the balance sheet. As of June 30, 2015, merger-related expenses are expected to total approximately $235.0 million including $60.7 million of deferred financing costs on the new debt issued and $54.9 million of accrued Meredith merger-related expenses.

(g)	Reflects the increase in deferred income tax liabilities for the difference between the book and tax basis of assets acquired as a result of purchase accounting.

Meredith Media General

Pro Forma Condensed Combined Balance Sheet

As of June 30, 2015

(Unaudited, in thousands)

For purposes of these Pro Forma Condensed Combined Financial Statements the estimated purchase price of Meredith was allocated based on preliminary estimated fair value as follows (in thousands):

Estimated purchase price	$	3,434,240
Working capital deficit acquired		133,694
Property and equipment		(245,398	)
Definite-lived intangible assets		(865,800	)
FCC licenses (indefinite lived)		(656,000	)
Trade name (indefinite lived)		(274,600	)
Other assets acquired		(66,463	)
Pension and post-retirement liabilities assumed		37,839
Long term unearned subscription revenues		151,221
Other liabilities assumed		127,226
Deferred income tax liability recorded in conjunction with acquisition		476,971
Excess of cost over fair value of net identifiable assets of acquired businesses	$	2,252,930

The amount allocated to definite-lived intangible assets represents the estimated fair values of network affiliations of $316.7 million, advertiser relationships of $212.9 million, customer relationships of $275.2 million, subscriber relationships of $45.5 million, and management contracts of $15.5 million. These intangible assets are expected to be amortized over the estimated remaining useful lives of 15 years for network affiliations, six to seven years for advertiser relationships, seven to ten years for customer relationships, six years for subscriber relationships, five years management contracts.

The equity component of the purchase price could be materially higher or lower depending on several factors including the share price of Media General voting common stock at the time the Meredith Merger closes. Media General and Meredith estimate that a 10% change in the share price would raise or lower the purchase price and goodwill by approximately $113 million.

Meredith Media General

Pro Forma Condensed Combined Statements of Operations

For the Twelve Months Ended December 31, 2014

	Media General												LIN Media												Media General - LIN Merger							Meredith			Meredith - Media General
	Media General Historical			Media General Station Divestitures			Station Acquisitions			Pro Forma Media General			LIN Media Historical 1.1.14 - 12.18.14			LIN Media Station Divestitures			Other (1)			Pro Forma LIN Media			Combined Company Pro Forma Adjustments				Pro Forma Combined Company			Meredith Historical			Combined Company Pro Forma Adjustments				Pro Forma Combined Company
Net operating revenue	$	674,963		$	(53,011	)	$	44,750		$	666,702		$	745,380		$	(68,173	)	$	1,367		$	678,574		$	-			$	1,345,276		$	-		$	(1,345,276	)	(h)	$	-
Net operating advertising revenue		-			-			-			-			-			-			-			-			-				-			845,766			915,140		(h)		1,760,906
Circulation		-			-			-			-			-			-			-			-			-				-			309,100			-				309,100
All other		-			-			-			-			-			-			-			-			-				-			373,431			430,136		(h)		803,567
Total net operating revenue	$	674,963		$	(53,011	)	$	44,750		$	666,702		$	745,380		$	(68,173	)	$	1,367		$	678,574		$	-			$	1,345,276		$	1,528,297		$	-			$	2,873,573
Operating costs:
Operating expenses, excluding depreciation expense		221,914			(19,479	)		12,369			214,804			287,996			(24,939	)		2,148			265,205			-				480,009			576,201			(38,700	)	(i)		1,017,510
Selling, general and administrative expenses		171,484			(14,754	)		9,328			166,058			178,571			(15,789	)		227			163,009			1,351		(a)		330,418			674,956			(30,570	)	(h),(i), (j)		974,804
Amortization of program license rights		21,630			(799	)		3,088			23,919			26,628			(3,655	)		-			22,973			-				46,892			-			14,693		(i)		61,585
Corporate and other expenses		33,007						-			33,007			109,855			-			(639	)		109,216			(25,646	)	(b)		116,577			-			41,362		(h),(i)		157,939
Depreciation and amortization		66,557			(1,956	)		4,439			69,040			60,847			(5,942	)		242			55,147			34,232		(c)		158,419			63,620			71,726		(i),(k)		293,765
(Gain) Loss related to property and equipment, net		(8,935	)		(43	)		-			(8,978	)		399			(21	)		-			378			-				(8,600	)		-			-				(8,600	)
Impairment of intangible assets and goodwill		-			-			-			-			60,867			-			-			60,867			-				60,867			-			10,322		(i)		71,189
Restructuring		-			-			-			-			2,536			-			-			2,536			-				2,536			-			12,166		(i)		14,702
Merger-related expenses		54,202			-			-			54,202			-			-		\-				-			(45,241	)	(b)		8,961			-			-				8,961
Total operating costs		559,859			(37,031	)		29,224			552,052			727,699			(50,346	)		1,978			679,331			(35,304	)			1,196,079			1,314,777			80,999				2,591,855
Operating income (loss)		115,104			(15,980	)		15,526			114,650			17,681			(17,827	)		(611	)		(757	)		35,304				149,197			213,520			(80,999	)			281,718
Other income (expense):
Interest expense		(45,704	)		-			-			(45,704	)		(54,330	)		23			(53	)		(54,360	)		(23,073	)	(d)		(123,137	)		(15,935	)		(109,810	)	(l)		(248,882	)
Debt modification and extinguishment costs		(3,513	)		-			-			(3,513	)		-			-			-			-			-				(3,513	)		-			-				(3,513	)
Gain on sale of stations		42,957			-			-			42,957			-			-			-			-			(42,957	)	(e)		-			-			-				-
Other, net		129			-			-			129			(156	)		-			1			(155	)		-				(26	)		-			-				(26	)
Total other income (expense)		(6,131	)		-			-			(6,131	)		(54,486	)		23			(52	)		(54,515	)		(66,030	)			(126,676	)		(15,935	)		(109,810	)			(252,421	)

Income (loss) before income taxes		108,973			(15,980	)		15,526			108,519			(36,805	)		(17,804	)		(663	)		(55,272	)		(30,726	)			22,521			197,585			(190,809	)	(m)		29,297
Income tax (expense) benefit		(52,453	)		6,391			(6,210	)		(52,272	)		4,383			10,625			(461	)		14,547			12,291		(f)		(25,434	)		(69,698	)		76,324				(18,808	)
Net income (loss)		56,520			(9,589	)		9,316			56,247			(32,422	)		(7,179	)		(1,124	)		(40,725	)		(18,435	)			(2,913	)		127,887			(114,485	)			10,489
Net income (loss) attributable to noncontrolling interests (included above)		3,014			-						3,014			(129	)		1,376			-			1,247			1,605		(g)		5,866			-			-				5,866
Net income (loss) attributable to Company	$	53,506		$	(9,589	)	$	9,316		$	53,233		$	(32,293	)	$	(8,555	)	$	(1,124	)	$	(41,972	)	$	(20,040	)		$	(8,779	)	$	127,887		$	(114,485	)		$	4,623

Income (loss) per common share (basic)	$	0.59								$	0.59											$	(0.78	)					$	(0.07	)								$	0.02

Weighted average common shares (basic)		89,912									89,912												53,962							129,796						68,882		(n)		198,678

Income (loss) per common share (assuming dilution)	$	0.58								$	0.58											$	(0.78	)					$	(0.07	)								$	0.02

Weighted average common shares (assuming dilution)		91,052									91,052												53,962							130,936						73,977		(n)		204,913

(1)	Reflects seven weeks of data for Federated Media and its adjustments for LIN's purchase thereof.

(a)	Adjust stock compensation expense for incremental amounts related to equity awards issued to LIN employees as part of the aquisition.

(b)	Reflects the elimination of LIN and Media General expenses of $25.6 million and $45.2 million, respectively, related to the LIN Merger incurred during the year ended December 31, 2014.

(c)

Reflects the increase in depreciation and amortization expense resulting from the purchase price allocation for tangible and intangible assets to estimated fair value of LIN. Depreciation and amortization is based on estimated remaining useful lives. For the LIN Merger the intangible assets are expected to be amortized over 15 years for network affiliations, seven years for advertiser relationships, eight years for customer relationships, three years for completed technology, 31 years for favorable lease assets and six years for other intangible assets.

(d)	Adjust interest expense for the debt used to finance the LIN Merger as if the debt was outstanding for the entire period.

(e)	Reflects the elimination of the $43 million gain recorded on the Media General station divestitures.

(f)	Reflects the tax effect of pro forma adjustments using the statutory rate of approximately 40% in effect for the period presented.

(g)	Reflects the separate presentation of net income attributable to LIN's variable interest entities to be consistent with Media General's accounting policies.

(h)	Reflects the reclassification of revenues and expenses of Media General to be consistent with revenue and expenses classification presented.

(i)	Reflects the reclassification of certain operating costs of Meredith to be consistent with Media General's presentation.

(j)	Reflects the adjustment of Meredith pension expense to remove impact of previous actuarial gains and losses.

(k)	Reflects the increase in the depreciation and amortization expense resulting from the purchase price allocation of tangible and intangible assets to estimated fair value of Meredith. Depreciation and amortization is based on the estimated remaining useful lives.

(l)

Reflects adjustments to interest expense for the repayment of the outstanding Meredith debt, the repayment of Media General's 2021 Notes and the new debt issued by Media General to finance the Meredith Merger, based on an assumed weighted blended interest rate of 5.1%. The new debt to be issued by Media General is anticipated to be comprised of $945.0 million of unsecured financing and $1.855 billion of secured term loans. A 0.125% change in the assumed interest rate (on a blended basis) would increase or decrease annualized cash interest expenses by approximately $3.5 million.

(m)	Reflects the tax effect of pro forma adjustments using the statutory rate of approximately 40% in effect for the period presented.

(n)

Assumes that the approximately 68.9 million shares of voting common stock estimated to be issued to acquire Meredith were outstanding for the entire period. Diluted common shares include an estimate of the dilutive effect of equity instruments including those expected to be issued to certain Meredith employees to replace outstanding Meredith stock options.

Meredith Media General

Pro Forma Condensed Combined Statements of Operations

For the Six Months Ended June 30, 2015

(Unaudited, in thousands except per share amounts)

	Media General			Meredith			Meredith - Media General Merger
	Media General Historical			Meredith Historical			Combined Company Pro Forma Adjustments				Pro Forma Combined Company

Net operating revenue	$	617,257		$	-		$	(617,257	)	(a)	$	-
Net operating advertising revenue		-			437,095			397,818		(a)		834,913
Circulation		-			188,332			-				188,332
All other		-			198,660			219,439		(a)		418,099
Total net operating revenue	$	617,257		$	824,087		$	-			$	1,441,344
Operating costs:
Operating expenses, excluding depreciation expense		260,045			316,771			(21,216	)	(b)		555,600
Selling, general and administrative expenses		159,521			356,191			(6,658	)	(b)		509,054

Amortization of program license rights		23,805			-			9,131		(b)		32,936
Corporate and other expenses		25,017			-			18,743		(b)		43,760
Depreciation and amortization		82,901			30,727			37,580		(c)		151,208
Gain related to property and equipment, net		(424	)		-			-				(424	)
Merger-related expenses		8,893			-			-				8,893
Total operating costs		559,758			703,689			37,580				1,301,027
Operating income		57,499			120,398			(37,580	)			140,317
Other income (expense):								-
Interest expense		(60,311	)		(10,325	)		(52,044	)	(d)		(122,680	)
Debt modification and extinguishment costs		(2,440	)		-			-				(2,440	)
Other, net		5,912			-			-				5,912
Total other income (expense)		(56,839	)		(10,325	)		(52,044	)			(119,208	)

Income before income taxes		660			110,073			(89,624	)			21,109
Income tax expense		(459	)		(42,238	)		35,850		(e)		(6,847	)
Net income		201			67,835			(53,774	)			14,262
Net income attributable to noncontrolling interests (included above)		5,999			-			-				5,999
Net income (loss) attributable to Company	$	(5,798	)	$	67,835		$	(53,774	)		$	8,263

Income (loss) per common share (basic)	$	(0.04	)								$	0.04
Weighted average common shares (basic)		129,275						68,882		(f)		198,157
Income (loss) per common share (assuming dilution)	$	(0.04	)								$	0.04
Weighted average common shares (assuming dilution)		129,275						73,977		(f)		204,717

(a)	Reflects the reclassification of revenues of Media General to be consistent with the condensed combined financial statement revenue classification presented.

(b)	Reflects the reclassification of certain operating costs of Meredith to be consistent with Media General's presentation.

(c)	Reflects the increase in the depreciation and amortization expense resulting from the purchase price allocation of tangible and intangible assets to estimated fair value for Meredith. Depreciation and amortization is based on the estimated remaining useful lives.

(d)

(e)	Reflects the tax effect of pro forma adjustments using the statutory rate of approximately 40% in effect for the period presented.

(f)

****

The unaudited pro forma condensed combined financial information does not reflect certain events that have occurred or may occur after the Meredith Merger. As such, the combined company’s financial statements may be materially different than the unaudited pro forma condensed combined financial information presented. The following material items are not reflected in the unaudited pro forma condensed combined financial information:

Media General expects to swap or otherwise divest certain television stations as part of the process of obtaining regulatory approvals for the Meredith Merger in the following markets: Portland, OR, Nashville, TN, Hartford, CT, Greenville, SC, Mobile, AL, and Springfield, MA. As the stations that will be swapped or otherwise divested are not yet known, the pro forma financial statements do not reflect any adjustments for such contemplated transactions.

2.	Meredith Merger transaction costs are excluded from the statements of operations and are reflected on the balance sheet as an adjustment as required by the pro forma rules. GAAP requires these costs to be recorded as period expenses.

3.	The pro forma condensed combined statements of operations reflect historical income tax expense of the respective companies and the tax effect of pro forma adjustments at the statutory rate. The effective tax rate of the combined company is expected to be closer to the statutory rate.

4.	Following the Meredith Merger, operating synergies of approximately $80 million are estimated to be achieved. These operating synergies are not reflected in the pro forma condensed combined statement of operations.