NEXSTAR MEDIA GROUP, INC. - FORM 8-K - EX-99.2 - UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

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8-K - FORM 8-K - NEXSTAR MEDIA GROUP, INC.	d429471d8k.htm
EX-99.1 - PRESS RELEASE - NEXSTAR MEDIA GROUP, INC.	d429471dex991.htm

Exhibit 99.2

The following unaudited pro forma combined financial data should be read in conjunction with “Capitalization,” “Summary Historical and Pro Forma Consolidated Financial Data of Nexstar” and the notes thereto, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements of each of Nexstar and the Newport Assets and the notes thereto incorporated by reference or included elsewhere in this offering memorandum. The unaudited pro forma combined statements of operations and other financial data give effect to the Transactions as if they had occurred on January 1, 2011. The unaudited pro forma combined balance sheet data gives effect to the Transactions as if they had occurred on June 30, 2012. The unaudited pro forma combined financial data for the twelve-month period ended June 30, 2012 have been derived by (i) adding the historical Nexstar statement of operations data for the year ended December 31, 2011, and the historical Nexstar unaudited statement of operations data for the six months ended June 30, 2012, (ii) subtracting the historical Nexstar unaudited statement of operations data for the six months ended June 30, 2011, (iii) adding the historical Newport statement of operations data for the year ended December 31, 2011, and the historical Newport unaudited statement of operations data for the six months ended June 30, 2012 (including reclassifications to conform to Nexstar’s presentation), (iv) subtracting the historical Newport unaudited statement of operations data for the six months ended June 30, 2011 (including reclassifications to conform to Nexstar’s presentation), and (v) applying pro forma adjustments to the combined statement of operations data to give effect to the Transactions as if they had occurred on January 1, 2011. The unaudited pro forma combined financial data do not purport to represent what our results of operations, balance sheet data or financial information would have been if the Transactions had occurred as of the dates indicated, or what such results will be for any future periods. The unaudited pro forma combined financial data are based on certain assumptions, which are described in the accompanying notes and which management believes are reasonable.

NEXSTAR BROADCASTING GROUP, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF JUNE 30, 2012

(in thousands)


	Historical					Pro Forma Adjustments								Pro Forma Combined
	Nexstar			Newport Assets		Financing Arrangements				Acquisition of Newport Assets				Pro Forma Combined
Assets
Current assets:

Cash and cash equivalents	$	12,478			—		307,086		(i) (j) (l)		(288,086	)	(a)		31,478
Accounts receivable, net		66,496			17,462		—				(17,462	)	(b)		66,496
Current portion of broadcast rights		8,755			2,335		—				—				11,090
Prepaid expenses and other current assets		1,167			616		—				—				1,783

Total current assets		88,896			20,413		307,086				(305,548	)			110,847
Property and equipment, net		140,890			44,656		—				8,931		(c)		194,477
Broadcast rights		5,762			1,386		—				—				7,148
Goodwill		112,575			18,421		—				103,838		(d)		234,834
FCC licenses		119,569			73,966		—				(328	)	(e) (f)		193,207
FCC licenses of Mission		21,939			—		—				12,446		(f)		34,385
Other intangible assets, net		70,404			2,337		—				22,711		(g)		95,452
Other noncurrent assets, net		6,314			1,219		10,851		(j)		—				18,384

Total assets	$	566,349			162,398		317,937				(157,950	)			888,734

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Current portion of debt	$	1,500			—		1,125		(k)		—				2,625
Current portion of broadcast rights payable		7,910			4,899		—				—				12,809
Accounts payable		9,317			1,862		—				(1,862	)	(b)		9,317
Accrued expenses		12,545			1,842		—				(1,842	)	(b)		12,545
Taxes payable		202			—		—				—				202
Interest payable		9,831			—		(3,820	)	(l)		—				6,011
Deferred revenue		2,720			—		—				—				2,720
Other liabilities of Mission		3,524			—		—				—				3,524
Other liabilities		1,131			24		—				—				1,155

Total current liabilities		48,680			8,627		(2,695	)			(3,704	)			50,908
Debt		607,796			—		323,673		(i)		—				931,469
Broadcast rights payable		5,209			2,067		—				—				7,276
Deferred tax liabilities		42,540			—		—				—				42,540
Deferred revenue		338			—		—				—				338
Deferred gain on sale of assets		1,880			—		—				—				1,880
Deferred representation fee incentive		3,985			—		—				—				3,985
Other liabilities of Mission		18,397			—		—				—				18,397
Other liabilities		8,107			8		—				—				8,115

Total liabilities		736,932			10,702		320,978				(3,704	)			1,064,908

Commitments and contingencies
Stockholders’ equity (deficit):
Preferred stock		—			—		—				—				—
Common stock		289			—		—				—				289
Owners’ equity		—			151,696		—				(151,696	)	(b)		—
Additional paid-in capital		407,640			—		—				—				407,640
Accumulated deficit		(578,512	)		—		(3,041	)	(m)		(2,550	)	(h)		(584,103	)

Total stockholders’ equity (deficit)		(170,583	)		151,696		(3,041	)			(154,246	)			(176,174	)

Total liabilities and stockholders’ equity (deficit)	$	566,349			162,398		317,937				(157,950	)			888,734

See the accompanying notes to the unaudited pro forma combined financial information.

NEXSTAR BROADCASTING GROUP, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2012

(in thousands, except per share amounts)


	Historical														Pro forma Combined
	Nexstar			Newport Assets			Reclassifications				Pro Forma Adjustments				Pro forma Combined
Net revenue	$	172,506		$	50,921		$	—			$	—			$	223,427
Operating expenses (income):
Direct operating expenses, excluding depreciation and amortization		43,980			16,084			(3,542	)	(s)		—				56,522
Selling, general, and administrative expenses, excluding depreciation and amortization		54,261			18,598			—				(220	)	(n)		72,639
Amortization of broadcast rights		10,740			—			3,542		(s)		—				14,282
Depreciation and amortization		22,578			3,734			—				821		(o)		27,133
(Gain) loss on asset disposal, net		(21	)		373			—				—				352

Total operating expenses		131,538			38,789			—				601				170,928

Income from operations		40,968			12,132			—				(601	)			52,499
Interest expense, net		(25,483	)		—			—				(7,321	)	(p)		(32,804	)
Loss on extinguishment of debt		(497	)		—			—				497		(q)		—
Equity in losses of nonconsolidated affiliates		—			(197	)		—				—				(197	)

Income before income taxes		14,988			11,935			—				(7,425	)			19,498
Income tax expense		(3,154	)		(148	)		—				(2,574	)	(r)		(5,876	)

Net income	$	11,834		$	11,787			—			$	(9,999	)		$	13,622

Net income per common share:
Basic	$	0.41													$	0.47
Diluted	$	0.39													$	0.45
Weighted average number of common shares outstanding:
Basic		28,841														28,841
Diluted		30,490														30,490

See the accompanying notes to the unaudited pro forma combined financial information.

NEXSTAR BROADCASTING GROUP, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

(in thousands, except per share amounts)


	Historical
	Nexstar			Newport Assets			Reclassifications				Pro Forma Adjustments				Pro forma Combined
Net revenue	$	306,491		$	96,915		$	—			$	—			$	403,406
Operating expenses:
Direct operating expenses, excluding depreciation and amortization		81,657			33,149			(9,129	)	(s)		—				105,677
Selling, general, and administrative expenses, excluding depreciation and amortization		105,167			35,324			—				—				140,491
Amortization of broadcast rights		23,389			—			9,129		(s)		—				32,518
Depreciation and amortization		47,824			7,261			—				1,925		(o)		57,010
Loss on asset disposal, net		461			893			—				—				1,354

Total operating expenses		258,498			76,627			—				1,925				337,050

Income from operations		47,993			20,288			—				(1,925	)			66,356
Interest expense, net		(53,004	)		—			—				(14,339	)	(p)		(67,343	)
Loss on extinguishment of debt		(1,155	)		—			—				458		(q)		(697	)
Equity in losses of nonconsolidated affiliates		—			(410	)		—				—				(410	)

(Loss) income before income taxes		(6,166	)		19,878			—				(15,806	)			(2,094	)
Income tax expense		(5,725	)		(295	)		—				(5,148	)	(r)		(11,168	)

Net (loss) income	$	(11,891	)	$	19,583			—			$	(20,954	)		$	(13,262	)

Net loss per common share:
Basic and diluted	$	(0.42	)												$	(0.46	)
Weighted average number of common shares outstanding:
Basic and diluted		28,626														28,626

See the accompanying notes to the unaudited pro forma combined financial information.

NEXSTAR BROADCASTING GROUP, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE TWELVE MONTHS ENDED JUNE 30, 2012

(in thousands, except per share amounts)


	Historical										Pro Forma Adjustments				Pro forma Combined
	Nexstar			Newport Assets			Reclassifications				Pro Forma Adjustments				Pro forma Combined
Net revenue	$	333,547		$	99,599		$	—			$	—			$	433,146
Operating expenses:
Direct operating expenses, excluding depreciation and amortization		86,829			33,157			(8,633	)	(s)		—				111,353
Selling, general, and administrative expenses, excluding depreciation and amortization		109,461			36,045			—				(220	)	(n)		145,286
Amortization of broadcast rights		23,280			—			8,633		(s)		—				31,913
Depreciation and amortization		46,769			7,382			—				1,783		(o)		55,934
Loss on asset disposal, net		338			1,106			—				—				1,444

Total operating expenses		266,677			77,690			—				1,563				345,930

Income from operations		66,870			21,909			—				(1,563	)			87,216
Interest expense, net		(51,474	)		—			—				(14,285	)	(p)		(65,759	)
Loss on extinguishment of debt		(497	)		—			—				497		(q)		—
Equity in losses of nonconsolidated affiliates		—			(401	)		—				—				(401	)

Income before income taxes		14,899			21,508			—				(15,351	)			21,056
Income tax expense		(6,060	)		(295	)		—				(5,148	)	(r)		(11,503	)

Net income	$	8,839		$	21,213			—			$	(20,499	)		$	9,553

Net income per common share:
Basic	$	0.31													$	0.33
Diluted	$	0.29													$	0.31
Weighted average number of common shares outstanding:
Basic		28,820														28,820
Diluted		30,448														30,448

See the accompanying notes to the unaudited pro forma combined financial information.

Notes to Unaudited Pro Forma Combined Financial Statements

Note 1—Basis of Pro Forma Presentation

The unaudited pro forma combined financial statements and explanatory notes give effect to the repurchase of the 2014 Notes and the 2014 PIK Notes, the refinance of Nexstar’s and Mission’s Existing Credit Facilities, the acquisition of the Newport Assets by Nexstar and Mission, for which Nexstar will provide certain services under local service agreements with Mission, and the related acquisition financing of such acquisitions. As discussed in the Nexstar consolidated financial statements contained in this offering memorandum, Mission is included in Nexstar’s financial statements because Nexstar is deemed under GAAP to have a controlling financial interest in Mission as a variable interest entity for financial reporting purposes. The unaudited pro forma combined balance sheet is presented as if the Transactions had occurred as of June 30, 2012. The unaudited pro forma combined statements of operations are presented as if the Transactions had occurred on January 1, 2011.

The acquisitions will be accounted for as business combinations. Accordingly, the total purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over the amounts assigned to tangible and intangible assets acquired and liabilities assumed is recognized as goodwill. The preparation of pro forma combined financial statements requires management to make estimates and assumptions that affect the amounts reported in such financial statements and the notes thereto. Estimates were applied herein to determine the applicable interest rate on the notes offered hereby and the revolving borrowings under our senior secured credit facility, the valuation of goodwill, intangible assets and property, plant, and equipment, amortization of intangible assets, depreciation of tangible fixed assets, costs to be incurred related to the Transactions and the income tax effects of the pro forma adjustments. The purchase price allocation as of the ultimate acquisition date and the resulting effect on income from operations will differ from the amounts included herein.

The unaudited pro forma combined financial statements are based on the historical financial statements of Nexstar and the Newport Assets after giving effect to the Transactions, as well as the assumptions and adjustments described in the accompanying notes. The unaudited pro forma combined financial statements are presented for illustrative purposes only and are not indicative of either future results of operations or results that might have been achieved if the Acquisition was consummated as of January 1, 2011. This information should be read in conjunction with the accompanying notes to the unaudited pro forma combined financial statements and the historical consolidated financial statements and accompanying notes of Nexstar and the Newport Assets included herein.

Note 2—Purchase Price Allocation

The following table summarizes, as of June 30, 2012, the provisional allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed in the acquisitions, after giving effect to the Transactions (in thousands):


Broadcast rights	$	3,721
Property and equipment		53,587
FCC licenses		86,084
Other intangible assets		25,048
Other assets		1,835
Goodwill		122,259
Broadcast rights payable		(6,966	)
Other liabilities		(32	)

Net assets acquired	$	285,536

The amount allocated to other intangible assets primarily represents the estimated fair values of network affiliation agreements, which will be amortized over 15 years.

The provisional purchase price allocation presented above is based upon all information available to us at the present time, and is based upon management’s preliminary estimates of the fair values using valuation techniques including income, cost and market approaches. The purchase price allocation is provisional pending our final determination of the fair values of the assets and liabilities, which we expect will occur within twelve months following the acquisition. Upon the completion of the final purchase price allocation, any reallocation of fair values to the assets acquired and liabilities assumed in the Transactions could have a material impact on our depreciation and amortization expenses and future results of operations. A change in the recognized fair value of definite-lived intangible assets of $1.0 million would result in an approximate change in annual amortization expense of $0.1 million.

Goodwill of $122.3 million is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. We anticipate that the goodwill and FCC licenses will be deductible for tax purposes.

Note 3—Pro Forma Adjustments

The unaudited pro forma combined financial statements reflecting the Transactions include adjustments attributed to the repayment of the 2014 Notes of $3.9 million and the 2014 PIK Notes of $112.6 million, the refinancing of the Existing Credit Facilities, the Acquisition, the issuance of the notes offered hereby, the entry into the New Senior Secured Credit Facilities and related fees and expenses. The expected borrowings to finance the acquisitions and repayment of existing loans include $200.0 million gross proceeds of the notes offered hereby, $65.2 million of assumed revolving borrowings (assuming borrowings as of June 30, 2012) and $350.0 million of term loans under a new senior secured credit facility. The unaudited pro forma combined financial statements reflect the purchase of certain assets and the assumption of certain liabilities of the Newport Assets. The acquisitions include programming assets and obligations, FCC broadcast licenses, and property, plant, and equipment. The acquisitions exclude cash and cash equivalents, working capital items such as accounts receivable, accounts payable and accrued liabilities, assets and obligations related to the Newport Assets’ corporate operations and overhead, and obligations under the Newport Assets’ outstanding debt. Accordingly, the unaudited pro forma combined financial statements include adjustments to reverse the assets and liabilities of the Newport Assets that are not being acquired by us or Mission pursuant to the asset purchase agreements.

The unaudited pro forma combined statements of operations do not include any costs that may result from acquisition and integration activities. The unaudited pro forma combined statements of operations do not include any adjustments to eliminate operating expenses associated with the Newport Assets’ corporate offices and related overhead, nor do they adjust for expected future incremental operating income as a result of synergies we expect to realize.

Adjustments to Unaudited Pro Forma Combined Balance Sheet

The pro forma adjustments in the unaudited pro forma combined balance sheet related to the Transactions and the related acquisition financing as of June 30, 2012 are as follows:

(a)

Represents the purchase price of $285.5 million per the Asset Purchase Agreements and an approximation of the acquisition related transaction costs of $2.6 million.

(b)

Certain assets and liabilities of the Newport Assets were not acquired or assumed in the Asset Purchase Agreements.

(c)

Represents the estimated fair values of the acquired property and equipment, less the values previously recorded in the historical financial statements of the Newport Assets.

(d)

Represents the difference between the purchase price and the fair value of the acquired net assets, less the goodwill previously recorded in the historical financial statements of the Newport Assets.

(e)

Represents the estimated fair values of the acquired FCC licenses by Nexstar, less the values previously recorded in the historical financial statements of the Newport Assets.

(f)

Represents the estimated fair values of the FCC licenses acquired by Mission, less the values previously recorded in the historical financial statements of the Newport Assets. The historical values of the Newport Assets were all recorded in the line discussed in note (e) above.

(g)

Represents the estimated fair values primarily of the network affiliation agreements of the acquired stations, less the values previously recorded in the historical financial statements of the Newport Assets.

(h)

Represents the estimated acquisition costs, primarily relating to legal and other professional fees.

(i)

Represents the proceeds of $200.0 million of senior unsecured notes, $350.0 million of term loans, and $65.2 million of revolving loans, less the repayment of the principal outstanding under the 2014 Notes, the 2014 PIK Notes and the Existing Credit Facilities.

(j)

Represents the deferral of the costs incurred related to the financing of $13.5 million, primarily for lender fees and legal and professional fees, less the write-off of the balance of the historical deferred costs related to the Existing Credit Facilities, the 2014 Notes and the 2014 PIK Notes.

(k)

Represents the incremental current liability related to the term loans.

(l)

Represents the payment of outstanding interest due on the Existing Credit Facilities, the 2014 Notes and the 2014 PIK Notes.

(m)

Represents the write-off of the deferred financing costs and remaining discounts related to the Existing Credit Facilities, the 2014 Notes and the 2014 PIK Notes.

Adjustments to Unaudited Pro Forma Combined Statements of Operations

The pro forma adjustments in the unaudited pro forma combined statement of operations related to the Transactions, including the related acquisition financing as of January 1, 2011 are as follows:

(n)

Represents acquisition related costs attributable to the Transactions recognized by Nexstar in the six months ended June 30, 2012.

(o)

Represents the amortization of acquired intangible assets of $1.4 million and depreciation of property and equipment acquired of $0.4 million, less the depreciation and amortization previously recognized in the historical financial statements of the Newport Assets.

(p)

Represents the additional interest expense from the new financing agreements and amortization of new deferred financing costs less interest and deferred financing costs on the existing 2014 Notes, 2014 PIK Notes and Senior Credit Facilities. The impact of a ¹/₈% increase or decrease in LIBOR would result in a minimal change in the annual interest expense presented.

(q)

Represents loss on extinguishment recognized by Nexstar related to the 2014 Notes and 2014 PIK Notes due to various redemptions and repurchases during the periods presented.

(r)

Represents the tax impact of the taxable amortization of goodwill and FCC licenses, less the income taxes recognized in the historical financial statements of the Newport Assets. Nexstar’s provision for income taxes is primarily comprised of deferred income taxes resulting from the amortization of goodwill and FCC licenses for income tax purposes which are not amortized for financial reporting purposes. No benefit has been recognized for taxable losses as the utilization of such losses is not more likely than not to be realized in the foreseeable future.

(s)

The historical financial statements of the Newport Assets included the amortization of cash and barter broadcast rights in direct operating expense. These amounts were reclassified to conform to the presentation of Nexstar’s financial statements.

NEXSTAR MEDIA GROUP, INC. - FORM 8-K - EX-99.2 - UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION - October 24, 2012

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NEXSTAR MEDIA GROUP, INC. Reports