NEXSTAR MEDIA GROUP, INC. - FORM 8-K - EX-99.2

Attached files

file	filename
8-K - FORM 8-K - NEXSTAR MEDIA GROUP, INC.	d854653d8k.htm
EX-99.1 - EX-99.1 - NEXSTAR MEDIA GROUP, INC.	d854653dex991.htm
EX-99.3 - EX-99.3 - NEXSTAR MEDIA GROUP, INC.	d854653dex993.htm
EX-99.4 - EX-99.4 - NEXSTAR MEDIA GROUP, INC.	d854653dex994.htm

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

On December 1, 2014, Nexstar Broadcasting completed the Grant Acquisition for a purchase price of $87.5 million, adjusted for working capital balances acquired. Simultaneously, Nexstar Broadcasting sold certain assets of KLJB, a station acquired from Grant, to Marshall for $15.3 million.

On January 2, 2015, effective January 1, 2015, Nexstar Broadcasting completed the CCA Acquisition for a purchase price of $270.0 million, adjusted for working capital balances acquired. Simultaneously, Nexstar Broadcasting sold the assets of KPEJ and KMSS, both acquired from CCA, to Marshall for $43.3 million. Additionally, Nexstar Broadcasting sold the assets of WEVV, acquired from CCA, to BCB for $26.9 million, subject to working capital adjustments.

On October 31, 2014, Nexstar Broadcasting borrowed $147.2 million of Term Loan A under the Nexstar Term Facilities. On November 28, 2014, Nexstar Broadcasting prepaid $60.0 million of its outstanding Term Loan A, and on December 1, 2014, we entered into the Senior Secured Credit Facilities Amendments and Marshall drew $60.0 million of Term Loan A under the Marshall Term Facility. In December 2014, Mission borrowed $5.5 million on the Mission Revolving Facility in order to pay Nexstar Broadcasting for amounts due under service arrangements. On January 2, 2015, Nexstar Broadcasting drew $95.0 million of revolving loans under the Nexstar Revolving Facility, of which $20.0 million were repaid on January 7, 2015. The Grant Acquisition and CCA Acquisition, net of the sale to BCB, were funded with these borrowings, along with Nexstar Broadcasting cash on hand.

The Grant Acquisition, the CCA Acquisition, the sales of stations to Marshall and BCB in connection therewith, the consolidation as VIEs of Marshall and White Knight and the borrowings used to fund the net cash requirements of such are collectively referred to as the “Pro Forma Transactions.”

The impact of the Pending Acquisitions and the issuance of the Notes in this offering are not reflected in the unaudited pro forma combined statements of operations and other financial data.

The following unaudited pro forma combined financial data should be read in conjunction with “Capitalization,” “Summary Historical and Unaudited Pro Forma Consolidated Financial and Other Data” 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, Grant and CCA and the related notes thereto incorporated by reference or included elsewhere in this offering memorandum. The unaudited pro forma combined statements of operations give effect to the Pro Forma Transactions as if they had occurred on January 1, 2013. The unaudited pro forma combined balance sheet data gives effect to the Pro Forma Transactions as if they had occurred on September 30, 2014. The unaudited pro forma combined financial data for the twelve-month period ended September 30, 2014 have been derived by (i) adding the historical statement of operations data for the year ended December 31, 2013 for each of Nexstar, Grant and CCA, and the historical unaudited statement of operations data for the nine months ended September 30, 2014 for each of Nexstar, Grant and CCA (including reclassifications to conform to Nexstar’s presentation), (ii) subtracting the historical unaudited statement of operations data for the nine months ended September 30, 2013 for each of Nexstar, Grant and CCA (including reclassifications to conform to Nexstar’s presentation) and (iii) applying pro forma adjustments to the combined statement of operations data to give effect to the Pro Forma Transactions as if they had occurred on January 1, 2013. 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 Pro Forma 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 SEPTEMBER 30, 2014

(in thousands)


	Historical									Pro Forma Adjustments
	Nexstar			Grant			CCA			Grant Acquisition				CCA Acquisition				Sale to BCB				Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	68,676		$	3,836		$	4,884		$	(1,396	)	(a)	$	(95,567	)	(a)	$	28,033		(a)	$	8,466
Accounts receivable, net		109,017			6,688			21,366			—				—				(2,283	)	(b)		134,788
Deferred tax assets		38,585			2,187			—			(979	)	(c)		1,660		(c)		—				41,453
Prepaid expenses and other current assets		13,847			3,247			6,032			1,096		(d)		(4,267	)	(d)		(55	)	(b)		19,900

Total current assets		230,125			15,958			32,282			(1,279	)			(98,174	)			25,695				204,607
Property and equipment, net		215,594			5,202			15,871			12,762		(e)		11,076		(e)		(2,030	)	(b)		258,475
Goodwill		214,453			139			38,942			40,590		(e)		99,257		(e)		(9,085	)	(b)		384,296
FCC licenses		296,509			4,397			885			21,135		(e)		65,070		(e)		(6,720	)	(b)		381,276
Other intangible assets, net		170,567			—			—			30,714		(e)		114,074		(e)		(9,015	)	(b)		306,340
Deferred tax assets		12,501			—			4,822			(12,501	)	(c)		(4,822	)	(c)		—				0
Other noncurrent assets, net		80,342			5,724			2,174			(8,033	)	(d)(f)(k)		(26,431	)	(d)(f)(k)		(7	)	(b)		53,769

Total assets	$	1,220,091		$	31,420		$	94,976		$	83,388			$	160,050			$	(1,162	)		$	1,588,763

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Current portion of debt	$	7,460		$	1,462		$	150,080		$	2,696		(g)	$	(146,961	)	(g)	$	—			$	14,737
Accounts payable and accrued expenses		38,741			5,525			8,571			—				—				(1,136	)	(b)		51,701
Interest payable		13,939			—			1,809			—				(1,809	)	(h)		—				13,939
Income tax payable		—			—			—			5,891		(i)		19,695		(i)		—				25,586
Deferred tax liabilities		—			2,778			—			6,933		(c)		51,948		(c)		—				61,659
Other current liabilities		22,205			3,304			5,353			821		(d)		(3,900	)	(d)		(26	)	(b)		27,757

Total current liabilities		82,345			13,069			165,813			16,341				(81,027	)			(1,162	)			195,379
Debt		1,079,980			10,301			—			69,439		(g)		154,820		(g)						1,314,540
Other noncurrent liabilities		35,567			8,952			2,325			(2,740	)	(d)(h)		(889	)	(d)		—				43,215

Total liabilities		1,197,892			32,322			168,138			83,040				72,904				(1,162	)			1,553,134

Commitments and contingencies
Stockholders’ equity (deficit):
Preferred stock		—			—			—			—				—				—				—
Common stock		309			—			—			—				—				—				309
Owners’ Equity		—			(902	)		(82,539	)		902		(h)		82,539		(h)		—				—
Additional paid-in capital		394,543			—			—			—				—				—				394,543
Accumulated deficit		(376,653	)		—			—			(554	)	(j)		(916	)	(j)		—				(378,123	)

Total Nexstar stockholders’ equity (deficit)		18,199			(902	)		(82,539	)		348				81,623				—				16,729
Noncontrolling interests in consolidated variable interest entities		4,000			—			9,377			—				5,523		(l)		—				18,900

Total stockholders’ equity (deficit)		22,199			(902	)		(73,162	)		348				87,146				—				35,629

Total liabilities and stockholders’ equity (deficit)	$	1,220,091		$	31,420		$	94,976		$	83,388			$	160,050			$	(1,162	)		$	1,588,763

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

NEXSTAR BROADCASTING GROUP, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

(in thousands)


	Historical									Pro Forma Adjustments						Pro Forma Combined
	Nexstar			Grant			CCA			Grant and CCA Acquisitions			Sale to BCB			Pro Forma Combined
Net revenue	$	438,507		$	31,431		$	82,372		$	—		$	(8,891	)(m)	$	543,419
Operating expenses:
Direct operating expenses, excluding depreciation and amortization		135,501			14,088			25,150			(3,474	)(s)		(2,007	)(m)		169,258
Selling, general, and administrative expenses, excluding depreciation and amortization		128,488			8,383			21,378			(548	)(r)		(1,914	)(m)		155,787
Amortization of broadcast rights		25,683			1,730			2,327			3,474	(s)		(279	)(m)		32,935
Amortization of intangible assets		18,697			—			—			8,186	(n)		—			26,883
Depreciation		25,800			1,027			2,938			(763	)(n)		(162	)(m)		28,840

Total operating expenses		334,169			25,228			51,793			6,875			(4,362	)		413,703

Income from operations		104,338			6,203			30,579			(6,875	)		(4,529	)		129,716

Interest expense, net		(46,039	)		(329	)		(13,601	)		9,305	(o)		—			(50,664	)
Loss on extinguishment of debt		(71	)		—			—			—			—			(71	)
Other expenses		(427	)		—			—			—			—			(427	)

Income before income taxes		57,801			5,874			16,978			2,430			(4,529	)		78,554
Income tax expense		(24,100	)		(2,248	)		(6,565	)		(840	)(p)		1,799	(m)		(31,954	)

Net income		33,701			3,626			10,413			1,590			(2,730	)		46,600
Net income attributable to noncontrolling interests		—			—			(857	)		(2,932	)(q)		—			(3,789	)

Net income attributable to Nexstar	$	33,701		$	3,626		$	9,556		$	(1,342	)	$	(2,730	)	$	42,811

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

NEXSTAR BROADCASTING GROUP, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(in thousands)


	Historical									Pro Forma Adjustments						Pro Forma Combined
	Nexstar			Grant			CCA			Grant and CCA Acquisitions			Sale to BCB			Pro Forma Combined
Net revenue	$	364,208		$	30,479		$	73,999		$	—		$	(7,946	)(m)	$	460,740
Operating expenses:
Direct operating expenses, excluding depreciation and amortization		107,835			13,694			23,582			(3,282	)(s)		(1,671	)(m)		140,158
Selling, general, and administrative expenses, excluding depreciation and amortization		110,652			8,472			23,133			(800	)(r)		(2,068	)(m)		139,389
Amortization of broadcast rights		26,867			1,698			2,616			3,282	(s)		(374	)(m)		34,089
Amortization of intangible assets		22,900			—			—			11,621	(n)		—			34,521
Depreciation		24,791			1,040			3,165			(978	)(n)		(162	)(m)		27,856

Total operating expenses		293,045			24,904			52,496			9,843			(4,275	)		376,013

Income from operations		71,163			5,575			21,503			(9,843	)		(3,671	)		84,727

Interest expense, net		(50,352	)		(579	)		(13,757	)		9,551	(o)		—			(55,137	)
Loss on extinguishment of debt		(1,048	)		—			—			—			—			(1,048	)
Other (expenses) income		(252	)		—			11			—			—			(241	)

Income before income taxes		19,511			4,996			7,757			(292	)		(3,671	)		28,301
Income tax (expense) benefit		(8,844	)		(1,924	)		21,099			213	(p)		1,470	(m)		12,014

Net income		10,667			3,072			28,856			(79	)		(2,201	)		40,315
Net income attributable to noncontrolling interests		—			—			(44	)		(1,671	)(q)		—			(1,715	)

Net income attributable to Nexstar	$	10,667		$	3,072		$	28,812		$	(1,750	)	$	(2,201	)	$	38,600

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

NEXSTAR BROADCASTING GROUP, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2013

(in thousands)


	Historical									Pro Forma Adjustments
	Nexstar			Grant			CCA			Grant and CCA Acquisitions			Sale to BCB			Pro Forma Combined
Net revenue	$	502,330		$	42,066		$	102,204		$	—		$	(10,907	)(m)	$	635,693
Operating expenses:
Direct operating expenses, excluding depreciation and amortization		147,711			18,507			31,780			(4,448	)(s)		(2,079	)(m)		191,471
Selling, general, and administrative expenses, excluding depreciation and amortization		152,213			8,683			32,144			(2,464	)(r)		(2,886	)(m)		187,690
Amortization of broadcast rights		35,439			2,305			3,322			4,448	(s)		(459	)(m)		45,055
Amortization of intangible assets		30,148			—			—			14,352	(n)		—			44,500
Depreciation		33,578			1,383			4,158			(1,241	)(n)		(215	)(m)		37,663

Total operating expenses		399,089			30,878			71,404			10,647			(5,639	)		506,379

Income from operations		103,241			11,188			30,800			(10,647	)		(5,268	)		129,314

Interest expense, net		(66,243	)		(844	)		(18,368	)		12,860	(o)		—			(72,595	)
Loss on extinguishment of debt		(34,724	)		—			—			—			—			(34,724	)
Other expenses		(1,459	)		—			(60	)		—			—			(1,519	)

Income before income taxes		815			10,344			12,372			2,213			(5,268	)		20,476
Income tax (expense) benefit		(2,600	)		(3,943	)		19,399			(722	)(p)		2,109	(m)		14,243

Net income		(1,785	)		6,401			31,771			1,491			(3,159	)		34,719
Net income attributable to noncontrolling interests		—			—			(2,378	)		(2,638	)(q)		—			(5,016	)

Net income attributable to Nexstar	$	(1,785	)	$	6,401		$	29,393		$	(1,147	)	$	(3,159	)	$	29,703

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

NEXSTAR BROADCASTING GROUP, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2014

(in thousands)


	Historical									Pro Forma Adjustments
	Nexstar			Grant			CCA			Grant and CCA Acquisitions			Sale to BCB			Pro Forma Combined
Net revenue	$	576,629		$	43,018		$	110,577		$	—		$	(11,852	)(m)	$	718,372
Operating expenses:
Direct operating expenses, excluding depreciation and amortization		175,377			18,901			33,348			(4,640	)(s)		(2,415	)(m)		220,571
Selling, general, and administrative expenses, excluding depreciation and amortization		170,049			8,594			30,389			(2,212	)(r)		(2,732	)(m)		204,088
Amortization of broadcast rights		34,255			2,337			3,033			4,640	(s)		(364	)(m)		43,901
Amortization of intangible assets		25,945			—			—			10,917	(n)		—			36,862
Depreciation		34,587			1,370			3,931			(1,026	)(n)		(215	)(m)		38,647

Total operating expenses		440,213			31,202			70,701			7,679			(5,726	)		544,069

Income from operations		136,416			11,816			39,876			(7,679	)		(6,126	)		174,303
Interest expense, net		(61,930	)		(594	)		(18,212	)		12,614	(o)		—			(68,122	)
Loss on extinguishment of debt		(33,747	)		—			—			—			—			(33,747	)
Other expenses		(1,634	)		—			(71	)		—			—			(1,705	)

Income before income taxes		39,105			11,222			21,593			4,935			(6,126	)		70,729
Income tax (expense) benefit		(17,856	)		(4,267	)		(8,265	)		(1,775	)(p)		2,438	(m)		(29,725	)

Net income		21,249			6,955			13,328			3,160			(3,688	)		41,004
Net income attributable to noncontrolling interests		—			—			(3,191	)		(3,899	)(q)		—			(7,090	)

Net income attributable to Nexstar	$	21,249		$	6,955		$	10,137		$	(739	)	$	(3,688	)	$	33,914

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

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

Note 1 — Basis of Pro Forma Presentation

The unaudited pro forma combined financial data and explanatory notes give effect to the Grant Acquisition and the CCA Acquisition, the sales of stations to Marshall and BCB in connection therewith, the consolidation as VIEs of Marshall and White Knight and the borrowings used to fund the net cash requirements. As discussed in the Company’s consolidated financial statements contained in previously filed Forms 10-Q and 10-K, Mission is included in such financial statements because Nexstar is deemed under U.S. GAAP to have a controlling financial interest in Mission as a variable interest entity for financial reporting purposes. Similarly, Marshall and White Knight will also be included in the Company’s future consolidated financial statements, as Nexstar is deemed under U.S. GAAP to have a controlling financial interest in Marshall and White Knight as VIEs. The unaudited pro forma combined balance sheet is presented as if the Pro Forma Transactions had occurred as of September 30, 2014. The unaudited pro forma combined statement of operations is presented as if the Pro Forma Transactions had occurred on January 1, 2013.

The Grant Acquisition and the CCA Acquisition will be accounted for as business combinations. Accordingly, the total purchase prices are 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 unaudited 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 borrowings under the Company’s Senior Secured Credit Facilities, the valuation of broadcast rights, goodwill, intangible assets and property, plant, and equipment, amortization of intangible assets, depreciation of tangible fixed assets, costs incurred related to the Pro Forma Transactions and the income tax effects of the pro forma adjustments. The purchase price allocations as of the acquisition dates 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 the Company, Grant and CCA, after giving effect to the Pro Forma 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 Pro Forma Transactions were consummated as of January 1, 2013. 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 the Company, Grant and CCA.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL DATA — (Continued)

Note 2 — Purchase Price Allocations

The following tables summarize, as of September 30, 2014, the provisional allocations of the purchase prices to the estimated fair values of the assets acquired and liabilities assumed in the acquisitions, as if they had occurred on September 30, 2014 (in thousands):

Grant Acquisition, including consolidation of variable interest entities


Cash	$	3,836
Accounts Receivable		6,688
Broadcast rights		9,213
Property and equipment		17,964
FCC licenses		25,532
Other intangible assets		30,714
Other assets		689
Goodwill		40,729
Accounts payable and accrued expenses		(5,525	)
Income taxes payable		(5,891	)
Broadcast rights payable		(10,337	)
Deferred tax liabilities, net		(21,004	)

Net assets acquired	$	92,608

CCA Acquisition, including consolidation of variable interest entities, and net of the sale to BCB


Cash	$	4,848
Accounts Receivable		19,083
Broadcast rights		2,696
Property and equipment		25,870
FCC licenses		59,235
Other intangible assets		105,059
Other assets		1,050
Goodwill		129,114
Accounts payable and accrued expenses		(7,435	)
Income taxes payable		(19,695	)
Broadcast rights payable		(2,863	)
Deferred tax liabilities, net		(50,288	)
Noncontrolling interest		(14,900	)

Net assets acquired	$	251,774

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

The provisional purchase price allocations presented above are 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 each acquisition. Upon the completion of the final purchase price allocation, any reallocation of fair values to the assets acquired and liabilities assumed in the acquisitions 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.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL DATA — (Continued)

Goodwill of $169.8 million is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. We anticipate that the majority of the values assigned to goodwill and FCC licenses will not be deductible for tax purposes.

Note 3 — Pro Forma Adjustments

The unaudited pro forma combined statements of operations do not include any costs that may result from acquisition and integration activities, 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 Pro Forma Transactions as if they had occurred on September 30, 2014 are as follows:

(a)	Adjustments include the following cash transactions (in thousands):


	Grant Acquisition			CCA Acquisition			Sale to BCB
Purchase price, net of previous deposit payments	$	(79,000	)	$	(243,000	)	$	26,850
Adjustments to purchase price for working capital		(5,108	)		(8,890	)		1,183
Funding received from senior secured credit facilities		83,898			157,939			—
Estimated related legal and professional fees not paid as of September 30, 2014		(1,186	)		(1,616	)		—

Total Adjustments	$	(1,396	)	$	(95,567	)	$	28,033

(b)	Represents assets and liabilities of CCA that were sold to BCB.

(c)	Represents the estimated initial value of deferred tax items recorded related to the acquisitions. Primarily relates to adjustments to fair values for book purposes that are not recognized for tax purposes, as well as acquired NOL values.

(d)	Represents the estimated difference between the fair values of broadcast rights assets and liabilities acquired and their historical book values, including an adjustment to exclude first-run programming rights from the historical financial statements, to conform to our accounting policies.

(e)	Represents the estimated difference between the fair values of assets acquired and their historical book values.

(f)	Relates to the deposits previously paid for the Grant Acquisition of $8.5 million and for the CCA Acquisition of $27.0 million.

(g)	Represents the proceeds of debt drawn to finance the acquisitions, as noted under note (a) above, less amounts previously recorded in the historical financial statements of Grant and CCA.

(h)	Relates to amounts recorded in the historical financial statements of Grant and CCA that are not acquired by the Company. These primarily relate to debt repaid upon the acquisitions, prior compensation arrangements that were paid and terminated upon acquisitions and equity of the prior owners.

(i)	Represents the tax payable related to the sale of certain stations to BCB and Marshall, offset by the usage of acquired NOLs.

(j)	Represents professional and legal expenses to be expensed related to the acquisitions and the financing transactions.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL DATA—(Continued)

(k)	Represents professional and legal expenses of $1.3 million recorded as deferred financing costs related to the financing transactions. Additionally, $0.8 million of deferred financing costs in the historical financial statements of Grant were not acquired by the Company.

(l)	Represents the estimated fair value of the noncontrolling interest held by the equity owners in White Knight, upon their consolidation as a VIE, less amounts previously recognized in the historical financial statements of CCA.

Adjustments to Unaudited Pro Forma Combined Statements of Operations

The pro forma adjustments in the unaudited pro forma combined statements of operations related to the Pro Forma Transactions as if they had occurred on January 1, 2013 are as follows:

(m)	Represents the income related to the Evansville stations that were sold to BCB, but included in the CCA historical financial statements.

(n)	Represents adjustments to depreciation and amortization of assets acquired due to changes in the fair values of the related assets.

(o)

Represents the additional interest expense from the debt drawn to finance the acquisitions, including amortization of deferred financing costs and discounts, less amounts included in the historical financial statements of Grant and CCA. The impact of a 1/8% increase or decrease in LIBOR would result in a $28 thousand change in the annual interest expense presented.

(p)	Represents the tax impact at blended statutory rates of the pro forma adjustments, as discussed above.

(q)	Represents the adjustments to net income attributable to the owners of Marshall and White Knight from the stations for which we will be performing sales and other services under VIE relationships.

(r)	Represents legal and professional fees incurred related to the Pro Forma Transactions recorded in the historical financial statements of the Company, Grant and CCA.

(s)	Represents a reclass of the barter program rights amortization of Grant and CCA, which were recorded in direct operating expenses in their historical financial statements, to be consistent with Nexstar’s presentation in amortization of broadcast rights.

NEXSTAR MEDIA GROUP, INC. - FORM 8-K - EX-99.2 - January 21, 2015

Attached files

NEXSTAR MEDIA GROUP, INC. Reports