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Media General Reports Fourth-Quarter and Full-Year 2013 Results

Media General, Inc. (NYSE: MEG), a local broadcast television and digital media company, today reported fourth-quarter and full-year 2013 results.

“The merger of Media General and Young Broadcasting on November 12, 2013, was a renaissance event for both companies. This business combination created a new, diversified broadcast and digital company with a strong balance sheet, generating robust cash flows. Indeed, our year-end 2013 net leverage was 4.27x, based on our credit agreement, even better than we’d anticipated,” said George L. Mahoney, president and chief executive officer of Media General.

“We expect a particularly strong year in 2014, when we benefit from advertising associated with the Winter Olympics and this year’s elections as well as growing revenue from the rising market for retransmission revenues. Additionally, our digital and mobile platforms are providing new, accelerating opportunities to generate higher revenues,” said Mr. Mahoney.

In accordance with generally accepted accounting principles (GAAP), the merger was accounted for as a reverse acquisition. While Media General, Inc. is the legal acquirer and the name of the combined entity, for financial reporting purposes, the historical financial statements of the accounting acquirer, Young, are now the historical financial statements of the new Media General. Consequently, the official consolidated financial statements reported in this press release include only the operating results for Young for the periods prior to November 12, 2013.

This release first discusses GAAP results for the fourth quarter of 2013; these results do not include most of legacy Media General’s results in 2013 or any in 2012. Because legacy Media General results represent more than half of the combined company’s net operating revenue and broadcast cash flow, the company has appended Supplemental Combined Company Information to this press release. The as adjusted results do not include the operating and finance synergies of the combined company. A discussion of these as adjusted fourth-quarter results follows the GAAP discussion.

GAAP Results for Fourth Quarter 2013

In the fourth quarter of 2013, net loss attributable to Media General was $5.2 million, or 7 cents per share, based on weighted-average diluted common shares outstanding of 69.8 million. Net income attributable to Media General in the fourth quarter of 2012 was $19.1 million, or 30 cents per share, based on weighted-average diluted common shares outstanding of 64.2 million. Merger-related expenses of $5.5 million and debt modification and extinguishment costs of $4.5 million caused the loss in the 2013 fourth quarter. In accordance with GAAP, the presentation of “net income (loss) attributable to Media General” does not include the results of WXXA-TV or WLAJ-TV.

Net operating revenue in the fourth quarter of 2013 was $110 million, compared with $71.4 million in the prior year, with the increase reflecting merger and acquisition activity offset by the relative absence of 2012’s extremely strong fourth-quarter Political revenue.

Total operating costs in the fourth quarter of 2013 were $100.3 million, compared with $49.4 million in the fourth quarter of 2012, with the increase again attributable to merger and acquisition activity.

Operating income in the fourth quarter of 2013 was $9.7 million, compared with $22.1 million in the fourth quarter of 2012. Both the acquisition activity and the relative absence of Political revenues contributed to the decline.

Broadcast cash flow in the fourth quarter of 2013 was $41.7 million, compared with $36.3 million in the fourth quarter of 2012 for the same reasons noted above.

Non-GAAP Results for Fourth Quarter 2013 (Combined Company)

The appended Supplemental Combined Company Information was derived from the historical results of operations of legacy Media General and Young and contains pre- and post-merger transactions and accounting estimates. The "As Adjusted" column provides certain financial information for the combined company for the fourth quarter and full year 2013. The purpose of the "Adjustments" column in each section is to include legacy Media General revenues and expenses for the periods prior to November 12, 2013. No other adjustments have been made to the supplemental financial information, which is purely informational and does not purport to be indicative of what would have happened had the merger occurred as of the beginning of the period presented, nor is it indicative of results that may occur in the future, nor does it include the operating and finance synergies of the combined company.

As adjusted net operating revenue in the fourth quarter of 2013 was $149.1 million, with the decrease compared to 2012 primarily the result of lower Political revenues. As adjusted total operating costs in the fourth quarter of 2013 were $140.2 million, with the increase compared to 2012 primarily attributable to merger-related costs and higher stock-based compensation due to the company’s increased stock price. This resulted in as adjusted operating income and broadcast cash flow in the fourth quarter of 2013 of $8.9 million and $55.1 million, respectively. The quarter-over-quarter decline in Political spending, along with as adjusted merger-related expenses of $13.4 million, contributed to the overall decline.

Media General provides the non-GAAP financial metrics of broadcast cash flow, EBITDA as adjusted, after-tax cash flow, free cash flow and the Supplemental Combined Company Information. The company believes these metrics are alternative measures used in peer comparison and by lenders, investors, financial analysts and rating agencies to evaluate a company’s ability to service its debt requirements and to estimate the value of the company. A reconciliation of these metrics to amounts on the GAAP statements is included in this news release.

Outlook for 2014

For the full-year 2014, Media General currently anticipates the following:

Political revenues are expected to be robust. Media General operates in the battleground states of Iowa, Florida, Michigan, North Carolina, Ohio, Virginia and Wisconsin. The company expects to benefit from contested Senate races in eight states, from contested gubernatorial races in seven states and from a number of contested races for seats in the U.S. House of Representatives. As adjusted Political revenues in 2012 were a record $113.4 million, and as adjusted political revenues in 2010 were $69 million.

Retransmission revenues are expected to increase by more than 40% in 2014, depending on subscriber counts, compared with as adjusted retransmission revenues of $94 million in 2013.

As adjusted Olympics revenues from the 2010 Winter Olympics totaled $7.8 million, and revenues from the 2014 Winter Olympics were $11.6 million.

Digital revenues are expected to increase by more than 20% from as adjusted digital revenues in 2013 of $19.6 million.

Expenses will increase in 2014, in particular for employee salary and benefits and for fees paid to networks. The major component of fees paid to networks is commonly referred to as “reverse compensation;” reverse compensation in 2014 is expected to be approximately $50 million, compared with as adjusted $34 million in 2013.

Corporate and other expenses in 2014 are expected to be in the range of $37 million to $38 million, with core corporate expense accounting for approximately one-half of the total; the remainder is primarily for incentive compensation (including station management bonuses) and non-cash stock-based compensation.

Based on current LIBOR rates, cash interest expense in 2014 is expected to be approximately $39 million.

At December 31, 2013, the company has $681 million of net operating loss (NOL) carryforwards. These NOLs are available to offset future income.

Capital expenditures are expected to be approximately $41-42 million in 2014, and they then should reduce to maintenance levels of $15-20 million for at least the next several years.

Forward-Looking Statements

This news release contains forward-looking statements that are subject to various risks and uncertainties and should be understood in the context of the company’s publicly available reports filed with the Securities and Exchange Commission. Media General’s future performance could differ materially from its current expectations.

Conference Call and Webcast

The company will hold a conference call with investors today at 11:00 a.m. ET. To dial in to the call, investors may call (800) 708-4539 about 10 minutes prior to the 11:00 a.m. start. The participant passcode is 36685360.

All others may access a live webcast by visiting www.mediageneral.com and clicking on the “Live Webcast” link on the homepage about 10 minutes in advance. A replay of the webcast will be available online at www.mediageneral.com beginning at 1:30 p.m. today. A telephone replay will also be available, beginning at 1:30 p.m. on February 27, 2014, and ending at 11:59 p.m. on March 6, 2014, by dialing (888) 843-7419 or (630) 652-3042 and using the passcode 36685360.

About Media General

Media General, Inc. is a leading local television broadcasting and digital media company, providing top-rated news, information and entertainment in strong markets across the U.S. The company owns or operates 31 network-affiliated broadcast television stations and their associated digital media and mobile platforms, in 28 markets. These stations reach 16.5 million, or 14%, of U.S. TV households. Their network affiliations include CBS (12), NBC (9), ABC (7), Fox (1), MyNetwork TV (1) and CW (1). Sixteen of the 31 stations are located in the top 75 designated market areas. Media General first entered the local television business in 1955 when it launched WFLA in Tampa, Florida as an NBC affiliate. The company subsequently expanded its station portfolio through acquisition. In November of 2013, Media General and Young Broadcasting merged, combining Media General’s 18 stations and Young’s 13 stations into the 31-member group that exists today. Five of the stations have been on the air since 1949: WCMH in Columbus, Ohio; WVTM in Birmingham, Alabama; WJAR in Providence, Rhode, Island; KWQC in Davenport, Iowa; and KRON in San Francisco.

Contact Media General

Media General maintains extensive company information on its website www.mediageneral.com. The company’s media and investor contact is Lou Anne J. Nabhan, Vice President-Corporate Communications, [email protected] or 804-887-5120.

       
Media General, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
 
Three Months Twelve Months
Ending (1) Ending (1)
December 31, December 31, December 31, December 31,
(Unaudited, in thousands except per share amounts)     2013       2012     2013       2012  
 
Net operating revenue $ 109,988 $ 71,439 $ 269,912 $ 228,183
 
Operating costs:
Operating expenses, excluding depreciation expense 35,815 17,972 95,214 68,899
Selling, general and administrative expenses 28,259 14,866 71,243 55,000
Amortization of program license rights 3,929 2,278 11,362 9,022
Corporate and other expenses 14,285 10,077 19,016 23,531
Depreciation and amortization 12,156 4,170 25,772 16,179
Loss on disposal of property and equipment, net 431 11 399 59
Merger-related expenses     5,456       ---     13,079       ---  
Total operating costs     100,331       49,374     236,085       172,690  
Operating income     9,657       22,065     33,827       55,493  
 
Other income (expense):
Interest expense (6,544 ) (1,833 ) (12,687 ) (7,830 )
Debt modification and extinguishment costs (4,509 ) --- (4,509 ) ---
Other, net     127       8,560     48       8,680  
Total other income (expense)     (10,926 )     6,727     (17,148 )     850  
 
Income (loss) before income taxes (1,269 ) 28,792 16,679 56,343
Income tax expense     (4,980 )     (9,656 )   (12,325 )     (20,380 )
 
Net income (loss) (6,249 ) 19,136 4,354 35,963
Net income (loss) attributable to noncontrolling interests (included above)     (1,092 )     42     (1,786 )     42  
Net income (loss) attributable to Media General (2)   $ (5,157 )   $ 19,094   $ 6,140     $ 35,921  
 
Earnings (loss) per common share (basic and diluted):
Net earnings (loss) per common share (basic)   $ (0.07 )   $ 0.42   $ 0.11     $ 0.82  
Net earnings (loss) per common share (assuming dilution)   $ (0.07 )   $ 0.30   $ 0.10     $ 0.53  
               
 
Weighted-average common shares outstanding:
Basic (3) 69,757 45,471 53,337 43,590
Diluted (3) 69,757 64,164 64,101 68,079
                               
 
(1) On November 12, 2013, Media General, Inc. and New Young Broadcasting Holding Co., Inc. (the Former Young Company) were combined in an all-stock merger transaction. The merger was accounted for as a reverse acquisition. For financial reporting purposes only, the Former Young Company is the acquirer and the continuing reporting entity, but has been renamed Media General, Inc. Consequently, the consolidated financial statements of Media General, Inc., the legal acquirer and the continuing public corporation in the transaction, include the operating results for only the Former Young Company for periods prior to November 12, 2013.
 
 
(2) In accordance with generally accepted accounting principles, the Company has presented the caption "Net income (loss) attributable to Media General" which excludes the Net income (loss) attributable to noncontrolling interests. Net income (loss) attributable to noncontrolling interests include the results of operation for WXXA-TV and WLAJ-TV. The Company does not own these stations but provides essential services to the stations under joint sales and shared services agreement and also guarantees the debt of both stations. Accordingly the Company consolidates the stations.
 
 
(3) For periods prior to November 12, 2013, weighted-average common shares outstanding include the Former Young Company's common shares and share equivalents multiplied by the exchange ratio: 730.6171 shares of Media General for each share and share equivalent of the Former Young Company. Beginning on November 12, 2013, weighted-average common shares include the share and share equivalents of the combined company.

   
Media General, Inc.
CONSOLIDATED BALANCE SHEETS
 
December 31, December 31,
(Unaudited, in thousands)   2013   2012 (4)
 
ASSETS
 
Current assets:
Cash and cash equivalents $ 71,618 $ 24,244
Trade accounts receivable, net 110,283 38,073
Current deferred tax asset 7,506 1,647
Prepaid expenses and other current assets   13,889       8,623  
Total current assets   203,296       72,587  
 
Property and equipment, net 285,467 100,656
Deferred tax asset long-term 42,711 14,339
Other assets, net 35,477 4,476
Definite lived intangible assets, net 239,642 33,053
Broadcast licenses 573,300 206,200
Goodwill   541,475       51,886  
Total assets   $ 1,921,368     $ 483,197  
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current liabilities:
Trade accounts payable $ 11,783 $ 5,645
Accrued salaries and wages 14,183 6,146
Other accrued expenses and other current liabilities 42,656 22,378
Current installments of long-term debt 11,217 17,200
Current installments of obligation under capital leases   153       115  
Total current liabilities   79,992       51,484  
 
Long-term debt 905,783 135,998
Obligations under capital leases, excluding current installments 1,156 1,149
Retirement and postretirement plans 155,309 5,981
Other liabilities   43,891       1,594  
Total liabilities   1,186,131       196,206  
 
Total stockholders' equity attributable to Media General 736,981 286,949
Noncontrolling interests   (1,744 )     42  
Total stockholders' equity   735,237       286,991  
Total liabilities and stockholders' equity   $ 1,921,368     $ 483,197  
 
(4) On November 12, 2013, Media General, Inc. and New Young Broadcasting Holding Co., Inc. (the Former Young Company) were combined in an all-stock merger transaction. The merger was accounted for as a reverse acquisition in accordance with FASB Accounting Standards Codification Topic 805 (ASC 805), Business Combinations. For financial reporting purposes only, the Former Young Company is the acquirer and the continuing reporting entity, but has been renamed Media General, Inc. Consequently, the consolidated financial statements of Media General, Inc., the legal acquirer and the continuing public corporation in the transaction, includes only the financial position of the Former Young Company as of December 31, 2012.

       
SUPPLEMENTAL INFORMATION
Media General, Inc.
 
Broadcast Cash Flow
 
Three Months Ending Twelve Months Ending
December 31, December 31, December 31, December 31,
(Unaudited, in thousands)     2013       2012       2013       2012  
 
Operating income $ 9,657 $ 22,065 $ 33,827 $ 55,493
Add:
Corporate and other expenses 14,285 10,077 19,016 23,531
Depreciation and amortization 12,156 4,170 25,772 16,179
Loss on disposal of property and equipment, net 431 11 399 59
Program license rights, net (246 ) --- (246 ) ---
Merger-related expenses     5,456       ---       13,079       ---  
Broadcast cash flow   $ 41,739     $ 36,323     $ 91,847     $ 95,262  
 
Net operating revenue $ 109,988 $ 71,439 $ 269,912 $ 228,183
 
Broadcast cash flow margin 38 % 51 % 34 % 42 %
                 
 
EBITDA as adjusted, After-tax Cash Flow, and Free Cash Flow
 
Three Months Ending Twelve Months Ending
December 31, December 31, December 31, December 31,
(Unaudited, in thousands)     2013       2012       2013       2012  
 
Net income (loss) $ (6,249 ) $ 19,136 $ 4,354 $ 35,963
Interest expense 6,544 1,833 12,687 7,830
Debt modification and extinguishment costs 4,509 --- 4,509 ---
Depreciation and amortization 12,156 4,170 25,772 16,179
Taxes 4,980 9,656 12,325 20,380
Reversal of Gray liabilities (5) --- (8,000 ) (1,769 ) (8,000 )
Merger-related expenses 5,456 --- 13,079 ---
                 
 
EBITDA as adjusted   $ 27,396     $ 26,795     $ 70,957     $ 72,352  
 
Net income (loss) $ (6,249 ) $ 19,136 $ 4,354 $ 35,963
Debt modification and extinguishment costs 4,509 --- 4,509 ---
Depreciation and software amortization 12,156 4,170 25,772 16,179
Taxes 4,980 9,656 12,325 20,380
Reversal of Gray liabilities (5) --- (8,000 ) (1,769 ) (8,000 )
                 
After-tax cash flow   $ 15,396     $ 24,962     $ 45,191     $ 64,522  
 
After-tax cash flow $ 15,396 $ 24,962 $ 45,191 $ 64,522
Capital expenditures 6,915 2,522 15,166 11,612
                 
Free cash flow   $ 8,481     $ 22,440     $ 30,025     $ 52,910  
                                 
 
(5) The Former Young Company had a management agreement with Gray Television, Inc. (Gray), the term of which expired on December 31, 2012. In addition to certain management fees, as part of the management agreement, if the Former Young Company had been sold prior to December 31, 2012, then Gray would have received a portion of the aggregate sales price above a specified threshold. The Former Young Company was not sold and the liability was reversed as other income on the consolidated statements of operations in the fourth quarter of 2012. In August 2013, the Former Young Company made a payment of $7.1 million to Gray in accordance with the terms of the management agreement. This was a final payment and satisfied any remaining obligations the Former Young Company had in relation to that agreement. The Company reversed its remaining accrued liability of $1.8 million as a reduction of corporate and other expenses on the consolidated statements of operations in the third quarter of 2013.

       
SUPPLEMENTAL INFORMATION
Media General, Inc.
 
Corporate and other expenses
 
Three Months Ending Twelve Months Ending
December 31, December 31, December 31, December 31,
(Unaudited, in thousands)     2013       2012       2013       2012  
Corporate (excluding depreciation and amortization) $ 4,706 $ 3,662 $ 9,097 $ 9,751
Corporate severance 550 - 1,184 500
Legacy benefit costs (244 ) - (244 ) -
Incentive compensation 9,171 380 10,646 1,218
Gray management fee (6) - 6,035 (1,769 ) 12,062
Other operating expenses     102       -       102       -  
Corporate and other expenses   $ 14,285     $ 10,077     $ 19,016     $ 23,531  
 
(6) The Former Young Company had a management agreement with Gray Television, Inc. (Gray) the term of which expired on December 31, 2012, which required the Former Young Company to pay Gray certain management fees. In August 2013, the Former Young Company made a payment of $7.1 million to Gray in accordance with the terms of the management agreement. This was a final payment and satisfied any remaining obligations the Former Young Company had in relation to that agreement. The Company reversed its remaining accrued liability of $1.8 million as a reduction of corporate and other expenses on the consolidated statements of operations in the third quarter of 2013.

 
SUPPLEMENTAL COMBINED COMPANY INFORMATION
Media General, Inc.
 
The supplemental financial information presented below was derived from the historical results of operations of Media General, Inc. and Young. The "As Adjusted" column in each section provides certain financial information for the combined company for the fourth quarter. The purpose of the "Adjustments" column in each section is to include legacy Media General revenues and expenses for periods prior to November 12, 2013. No other adjustments have been made to the supplemental financial information. The supplemental information provided does not purport to be indicative of what would have happened had the merger actually occurred as of the beginning of the period presented, nor is it indicative of results which may occur in the future.
 
 
Supplemental Summary of Combined Company Operating Income (Loss)
 
Three Months Ending December 31, 2013
(Unaudited, in thousands)   As Reported   Adjustments   As Adjusted
   
Net operating revenue $ 109,988 $ 39,118 $ 149,106
 
Operating costs:
Operating expenses, excluding depreciation expense 35,815 12,143 47,958
Selling, general and administrative expenses 28,259 12,603 40,862
Amortization of program license rights 3,929 1,258 5,187
Corporate and other expenses 14,285 4,312 18,597
Depreciation and amortization 12,156 1,369 13,525
Loss on disposal of property and equipment, net 431 206 637
Merger-related expenses     5,456       7,974       13,430  
Total operating costs     100,331       39,865       140,196  
Operating income (loss)   $ 9,657     $ (747 )   $ 8,910  
             
 
Supplemental Combined Company Selected Revenue Categories
 
Three Months Ending December 31, 2013
(Unaudited, in thousands)   As Reported   Adjustments   As Adjusted
Local (gross) $ 63,954 $ 22,836 $ 86,790
National (gross) 29,249 11,134 40,383
Political (gross) 1,791 1,288 3,079
Retransmission (gross) 18,399 5,571 23,970
Digital (gross) 4,124 1,374 5,498
             
 
Supplemental Combined Company Broadcast Cash Flow
Three Months Ending December 31, 2013
(Unaudited, in thousands)   As Reported   Adjustments   As Adjusted
 
Operating income (loss) $ 9,657 $ (747 ) $ 8,910
Add:
Corporate and other expenses 14,285 4,312 18,597
Depreciation and amortization 12,156 1,369 13,525
Loss on disposal of property and equipment, net 431 206 637
Program license rights, net (246 ) 210 (36 )
Merger-related expenses     5,456       7,974       13,430  
Broadcast cash flow   $ 41,739     $ 13,324     $ 55,063  
 
Net operating revenue $ 109,988 $ 149,106
 
Broadcast cash flow margin 38 % 37 %
             
 
Supplemental Combined Company Corporate and Other Expenses
Three Months Ending December 31, 2013
(Unaudited, in thousands)   As Reported   Adjustments   As Adjusted
 
Corporate and other expenses
Corporate (excluding depreciation and amortization) $ 4,706 $ 2,182 $ 6,888
Corporate severance 550 - 550
Legacy benefit costs (244 ) 413 169
Incentive compensation 9,171 915 10,086
Other operating expenses     102       802       904  
Total corporate and other expenses   $ 14,285     $ 4,312     $ 18,597  

 
SUPPLEMENTAL COMBINED COMPANY INFORMATION
Media General, Inc.
 
The supplemental financial information presented below was derived from the historical results of operations of Media General, Inc. and Young. The "As Adjusted" column in each section provides certain financial information for the combined company for the full year. The purpose of the "Adjustments" column in each section is to include legacy Media General revenues and expenses for periods prior to November 12, 2013. No other adjustments have been made to the supplemental financial information. The supplemental information provided does not purport to be indicative of what would have happened had the merger actually occurred as of the beginning of the period presented, nor is it indicative of results which may occur in the future.
 
 
Supplemental Summary of Combined Company Operating Income
 
Twelve Months Ending December 31, 2013
(Unaudited, in thousands)   As Reported   Adjustments   As Adjusted
   
Net operating revenue $ 269,912 $ 273,566 $ 543,478
 
Operating costs:
Operating expenses, excluding depreciation expense 95,214 100,757 195,971
Selling, general and administrative expenses 71,243 80,264 151,507
Amortization of program license rights 11,362 9,425 20,787
Corporate and other expenses 19,016 28,932 47,948
Depreciation and amortization 25,772 19,365 45,137
Loss on disposal of property and equipment, net 399 284 683
Merger-related expenses     13,079       16,364       29,443  
Total operating costs     236,085       255,391       491,476  
Operating income   $ 33,827     $ 18,175     $ 52,002  
             
 
Supplemental Combined Company Selected Revenue Categories
 
Twelve Months Ending December 31, 2013
(Unaudited, in thousands)   As Reported   Adjustments   As Adjusted
Local (gross) $ 159,244 $ 154,291 $ 313,535
National (gross) 72,948 79,333 152,281
Political (gross) 4,058 3,882 7,940
Retransmission (gross) 48,123 45,596 93,719
Digital (gross) 9,751 9,842 19,593
             
 
Supplemental Combined Company Broadcast Cash Flow
 
Twelve Months Ending December 31, 2013
(Unaudited, in thousands)   As Reported   Adjustments   As Adjusted
 
Operating income $ 33,827 $ 18,175 $ 52,002
Add:
Corporate and other expenses 19,016 28,932 47,948
Depreciation and amortization 25,772 19,365 45,137
Loss on disposal of property and equipment, net 399 284 683
Program license rights, net (246 ) 368 122
Merger-related expenses     13,079       16,364       29,443  
Broadcast cash flow   $ 91,847     $ 83,488     $ 175,335  
 
Net operating revenue $ 269,912 $ 543,478
 
Broadcast cash flow margin 34 % 32 %
             
 
Supplemental Combined Company Corporate and Other Expenses
Twelve Months Ending December 31, 2013
(Unaudited, in thousands)   As Reported   Adjustments   As Adjusted
 
Corporate and other expenses
Corporate (excluding depreciation and amortization) $ 9,097 $ 14,744 $ 23,841
Corporate severance 1,184 (29 ) 1,155
Legacy benefit costs (244 ) 2,399 2,155
Incentive compensation 10,646 10,330 20,976
Gray management fee (1,769 ) - (1,769 )
Other operating expenses     102       1,488       1,590  
Total corporate and other expenses   $ 19,016     $ 28,932     $ 47,948  

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