Attached files
| file | filename |
|---|---|
| EX-99.1 - UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION - MEREDITH CORP | exhibit991proformfinancial.htm |
| 8-K - FORM 8-K - MEREDITH CORP | form8-kxproformafinanciali.htm |
Exhibit 99.2
Other Unaudited Pro Forma Financial Information
To supplement the unaudited pro forma condensed consolidated financial information included as Exhibit 99.1 to this Current Report on Form 8-K, Meredith has included certain other financial data as for and for the twelve months ended September 30, 2017 as set forth below.
(In thousands except ratios) | As of and For the Twelve Months Ended September 30, 2017 | |||
Pro forma net earnings | $ | 122,218 | ||
Pro forma EBITDA (1) | 605,845 | |||
Pro forma adjusted EBITDA (1) | 1,186,160 | |||
Pro forma secured debt (2) | 1,800,000 | |||
Pro forma total debt (2) | 3,200,000 | |||
Pro forma secured debt leverage (3) | 1.5 | x | ||
Pro forma total debt leverage (4) | 2.7 | x | ||
(1) | For purposes of the pro forma financial information, pro forma EBITDA is defined as net earnings before interest, taxes, depreciation, and amortization, all on a pro forma basis. Adjusted EBITDA is defined as EBITDA before other nonoperating income and expense and special items with synergies included, all on a pro forma basis. EBITDA and adjusted EBITDA, which are important financial performance measures for Meredith, are not financial measures defined by U.S. GAAP. Such financial measures should not be considered as alternatives to U.S. GAAP net income, and such measures may not be comparable to those reported by other companies. The following is a reconciliation of pro forma adjusted EBITDA to pro forma EBITDA and pro forma EBITDA to pro forma net earnings. |
(In thousands) | Twelve Months Ended September 30, 2017 | ||
Pro forma net earnings | $ | 122,218 | |
Pro forma income tax benefit | 88,777 | ||
Pro forma interest expense, net | 198,009 | ||
Pro forma depreciation and amortization | 196,841 | ||
Pro forma EBITDA | 605,845 | ||
Pro forma other (nonoperating) expense, net | 18,696 | ||
Pro forma restructuring and severance costs | 106,086 | ||
Pro forma impairment of goodwill and other long-lived assets | 65,243 | ||
Pro forma write-down of contingent consideration | (19,970 | ) | |
Pro forma gain on operating assets, net | (9,567 | ) | |
Other adjustments | 19,827 | ||
Pro forma adjusted EBITDA without synergies | 786,160 | ||
Synergies (i) | 400,000 | ||
Pro forma adjusted EBITDA | $ | 1,186,160 | |
(i) | Synergies are expected to generate annual cost savings of approximately $400 million to $500 million within the first two full fiscal years of combined operations. See breakdown of the $400 million estimate below. |
(In thousands) | |||
Public company and duplicative expenses | $ | 240,000 | |
Real estate and vendor contracts | 80,000 | ||
Circulation, fulfillment and other | 80,000 | ||
$ | 400,000 | ||
(2) | As adjusted for the transactions. |
(3) | Pro forma secured debt to pro forma adjusted EBITDA for the twelve months ended September 30, 2017. |
(4) | Pro forma total debt to pro forma adjusted EBITDA for the twelve months ended September 30, 2017. |
(5) | Pro forma net debt (total debt less cash and cash equivalents) to pro forma adjusted EBITDA for the twelve months ended September 30, 2017. |