UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On April 17, 2024, MediaCo Holding Inc., an Indiana corporation (“MediaCo” or “the Company”), and its wholly-owned subsidiary MediaCo Operations
LLC, a Delaware limited liability company (“Purchaser”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Xxxxxxxx Broadcasting, Inc., a Delaware corporation (“Xxxxxxxx”), and SLF LBI Aggregator, LLC, a Delaware
limited liability company (“Aggregator”) and affiliate of HPS Investment Partners, LLC (“HPS”), pursuant to which Purchaser purchased substantially all of the assets of Xxxxxxxx and its subsidiaries (other than certain broadcast assets owned by
Xxxxxxxx and its subsidiaries (the “Xxxxxxxx Broadcast Assets”)) (the “Purchased Assets”), and assumed substantially all of the liabilities (the “Assumed Liabilities”) of Xxxxxxxx and its subsidiaries (the foregoing collectively, the “Xxxxxxxx
Acquisition”).
MediaCo provided the following consideration for the Purchased Assets (the “Transaction Consideration”):
| a |
A warrant (the “Warrant”) to purchase up to 28,206,152 shares of MediaCo’s Class A Common Stock, par value $0.01 per share
(“Class A Common Stock”);
|
| b |
60,000 shares of a newly designated series of MediaCo’s preferred stock designated as “Series B Preferred Stock” (the “Series B Preferred Stock”);
|
| c |
A term loan in the principal amount of $30.0 million under the Second Lien Credit Agreement (as defined below) (the “Second Lien Term Loan”); and
|
| d |
An aggregate cash payment in the amount of approximately $30.8 million to
be used, in part, for the repayment of certain indebtedness of Xxxxxxxx and payment of certain Xxxxxxxx transaction expenses.
|
The shares of Class A Common Stock issuable upon the exercise of the Warrant and the shares of Class A Common Stock issuable upon the exercise of
the Option Agreement (as defined below) represent approximately 43% of the outstanding shares of Class A Common Stock on a fully diluted basis (assuming the full exercise of the Warrant and the Option Agreement (as defined below)).
Option Agreement
On April 17, 2024, in connection with the Xxxxxxxx Acquisition, MediaCo and Purchaser entered into an Option Agreement (the “Option Agreement”
and, together with the Xxxxxxxx Acquisition and the transactions contemplated by the Network Affiliation Agreement and the Network Program Supply Agreement described below, collectively, the “Xxxxxxxx Transaction”) with Xxxxxxxx and certain
subsidiaries of Xxxxxxxx pursuant to which (i) Purchaser was granted the option to purchase 100% of the equity interests of certain subsidiaries of Xxxxxxxx holding the Xxxxxxxx Broadcast Assets (the “Option Subsidiaries Equity”) in exchange for
7,051,538 shares of Class A Common Stock, and (ii) Xxxxxxxx was granted the right to put the Option Subsidiaries Equity to Purchaser for the same consideration
beginning six months after the date of the closing of the Xxxxxxxx Acquisition (the “Closing Date”).
Voting and Support Agreement
On April 17, 2024, in connection with the Xxxxxxxx Acquisition, SG Broadcasting LLC (“SG Broadcasting”), the holder of shares of Class A Common
Stock and Class B Common Stock, par value $0.01 per share (“Class B Common Stock”) representing a majority of the voting power of the shares of MediaCo, entered into a Voting and Support Agreement with MediaCo and Xxxxxxxx (the “Voting and Support
Agreement”), pursuant to which SG Broadcasting agreed to, among other things, and subject to the terms and conditions set forth therein, at any meeting of MediaCo stockholders (including the Stockholders Meeting), or at any adjournment or
postponement thereof, vote in favor of the Proposal and against any action or proposal that would reasonably be expected to prevent or materially delay consummation of the Proposal. The Voting Agreement also includes certain customary restrictions
on SG Broadcasting’s ability to transfer its shares of MediaCo stock. The Voting Agreement will automatically terminate upon the date on which the Proposal is approved.
Exhibit 99.4
Warrant
On April 17, 2024, in connection with the Xxxxxxxx Acquisition, MediaCo issued the Warrant, which provides for the purchase of up to 28,206,152
shares of Class A Common Stock (the “Warrant Shares”), subject to customary adjustments as set forth in the Warrant, at an exercise price per share of $0.00001. Subject to certain limitations, the Warrant also provides that the Warrant holder has
the right to participate in distributions on Class A Common Stock on an as-exercised basis. The Warrant further provides that in no event shall the aggregate number of Warrant Shares issuable to the Warrant holder upon exercise of the Warrant
exceed 19.9% of the aggregate number of shares of common stock of MediaCo outstanding, or the voting power of such outstanding shares of common stock, on the business day immediately preceding the issue date for such Warrant Shares, calculated in
accordance with the applicable rules of the Nasdaq Capital Market (“Nasdaq”), unless and until the Proposal has been approved.
First Lien Term Loan
In order to finance the Xxxxxxxx Acquisition, MediaCo and its direct and indirect subsidiaries entered into a maximum $45.0 million first lien term
loan credit facility, dated April 17, 2024 (the “First Lien Credit Agreement”), with White Hawk Capital Partners, LP, as term agent thereunder, and the lenders party thereto. Under the terms of the First Lien Credit Agreement, MediaCo received an
initial term loan of $35.0 million on April 17, 2024 (the “Initial Loan”) and was provided with a subsequent delayed draw facility of up to $10.0 million that may be provided for additional working capital purposes under certain conditions (the
“Delayed Draw” and the loans thereunder, the “Delayed Draw Term Loans”; the financing contemplated by the First Lien Term Loan, together with Xxxxxxxx Transaction and the payment of the Transaction Consideration, the “Transactions”). The Initial
Loan and Delayed Draw Term Loans are collectively referred to as the “First Lien Term Loans.” The proceeds of the Initial Loan were used to finance the Xxxxxxxx Acquisition, pay off certain existing Xxxxxxxx indebtedness in connection therewith and
pay related fees and transaction costs. The Initial Loan will mature on April 17, 2029, and each Delayed Draw Term Loan will mature on the date that is two years after the drawing of such Delayed Draw Term Loan. First Lien Term Loans will be
subject to monthly amortization payments equal to 0.8333% of the initial principal amount of the First Lien Term Loans, and monthly interest payments at a rate of SOFR + 6.00%. The First Lien Term Loans are subject to a borrowing base in accordance
with the terms of the First Lien Credit Agreement.
Second Lien Term Loan
In addition, MediaCo and its direct and indirect subsidiaries entered into a $30.0 million second lien term loan credit facility, dated April 17,
2024 (the “Second Lien Credit Agreement”), with HPS as term agent, and the lenders party thereto. Under the terms of the Second Lien Credit Agreement, MediaCo was deemed to receive the Second Lien Term Loan of $30.0 million on April 17, 2024 in
connection with the consummation of the Xxxxxxxx Acquisition. The Second Lien Term Loan will mature on April 17, 2029 and will be subject to monthly interest payments at a rate of SOFR + 6.00%. The Second Lien Term Loans are subject to a borrowing
base in accordance with the terms of the Second Lien Credit Agreement.
Network Affiliation and Supply Agreements
On April 17, 2024, in connection with the Xxxxxxxx Acquisition, Purchaser entered into a Network Program Supply Agreement (the “Network Program
Supply Agreement”) with certain subsidiaries of Xxxxxxxx that operate radio broadcast stations (the “Radio Stations”). Pursuant to the Network Program Supply Agreement, Purchaser has agreed to license certain programs and other material to the
Radio Stations for distribution on the Radio Stations’ broadcast channels.
On April 17, 2024, in connection with the Xxxxxxxx Acquisition, Purchaser entered into a Network Affiliation Agreement (the “Network Affiliation
Agreement”) with certain subsidiaries of Xxxxxxxx that operate television broadcast stations (the “TV Stations”). Pursuant to the Network Affiliation Agreement, Purchaser has agreed to license certain programs and other material to the TV Stations
for distribution on the TV Stations’ broadcast channels.
These agreements impact the income from noncontrolling interests in these pro forma income statements.
Exhibit 99.4
Variable Interest Entity
The Company determined that the Xxxxxxxx entities holding the Xxxxxxxx Broadcast Assets subject to the Option Agreement (the “Xxxxxxxx VIE”) is a
variable interest entity (“VIE”) in which the Company holds a controlling financial interest. The Company’s conclusion that the Xxxxxxxx VIE is a VIE results from the Option Agreement, which caps Xxxxxxxx VIE’s right to residual returns. Pursuant
to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) paragraph 810-10-25-38A and paragraph 810-10-25-38B, a reporting entity (the Company) is deemed to have a controlling financial interest in a VIE if it has
both of the following characteristics:
| a |
The power to direct the activities of a VIE that most significantly impact the VIE’s economic performance; and
|
| b |
The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.
|
The Company determined that since substantially all of the activities of the Xxxxxxxx VIE are conducted on behalf of a single VIE holder, and that
the Company is the primary beneficiary of the VIE, the remaining assets and liabilities of the Xxxxxxxx VIE should be consolidated in the Company’s consolidated financial statements as of April 17, 2024.
Basis of Presentation
The following tables set forth unaudited pro forma condensed combined financial information of MediaCo and Xxxxxxxx (including the Xxxxxxxx VIE)
(together, the “Combined Company”). The unaudited pro forma condensed combined financial statements consist of an unaudited pro forma condensed combined balance sheet of the Combined Company as of March 31, 2024, and unaudited pro forma condensed
combined statements of operations of the Combined Company for the year ended December 31, 2023, and three months ended March 31, 2024.
The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2024, and for the year ended December 31,
2023, give pro forma effect to the Transactions, the payment of the Transaction Consideration and the funding of the First Lien Term Loan as if they had occurred on January 1, 2023. The unaudited pro forma condensed combined balance sheet as of
March 31, 2024, gives pro forma effect to the Transactions, the payment of the Transaction Consideration and the funding of the First Lien Term Loan as if they were completed on March 31, 2024.
The following unaudited pro forma condensed combined financial information is based on and should be read in conjunction with:
| a. |
the historical audited consolidated financial statements of MediaCo contained in its Annual Report on Form 10-K for the year ended December 31, 2023;
|
| b. |
the historical unaudited condensed consolidated financial information of MediaCo as of and for the three months ended March 31, 2024, contained in MediaCo’s Quarterly Report on Form 10-Q for the
period ended March 31, 2024;
|
| c. |
the historical audited financial statements of Xxxxxxxx Broadcasting, Inc. as of and for the years ended December 31, 2023 and December 31, 2022, filed as
exhibit 99.2 to this 8-K/A;
|
| d. |
the historical unaudited financial statements of Xxxxxxxx Broadcasting, Inc. as of and for the three months ended March 31, 2024, filed as exhibit 99.3 to this
8-K/A.
|
The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily
indicative of the combined financial position or results of operations that would have been realized had the Transactions occurred (and the Transaction Consideration and First Lien Term Loan been paid and/or funded, as applicable) as of the dates
indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations of the Combined Company. The unaudited pro forma adjustments are based on certain currently available information and certain
assumptions and methodologies that management believes are reasonable under the circumstances and are subject to change as additional information becomes available and analyses are performed.
Both MediaCo’s and Xxxxxxxx’x historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. Certain
reclassification adjustments were made to conform Xxxxxxxx’x financial statement presentation to that of MediaCo’s. Additional reclassifications and adjustments may be required if changes are needed to conform Xxxxxxxx’x financial statement
presentation and accounting policies to those of MediaCo.
The unaudited pro forma combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, Business Combinations, with MediaCo as the accounting acquirer. Under ASC 805, assets acquired and liabilities assumed in a business combination are to be recognized and measured
at their estimated acquisition date fair value.
Exhibit 99.4
The pro forma adjustments are based on preliminary estimates of the fair values of assets acquired and liabilities assumed and information available
as of the date of this Current Report on Form 8-K/A. Certain valuations and assessments, including valuations of FCC licenses, fixed assets, leases and intangible assets as well as the assessment of tax positions and tax rates of the combined
business, are in process.
Actual adjustments may differ from the amounts reflected in the unaudited pro forma combined financial statements, and the differences may be
material.
Exhibit 99.4
Unaudited Pro Forma Condensed Combined Balance Sheet
As of March 31, 2024
(dollars in thousands)
|
MediaCo
(historical)
|
Xxxxxxxx
(historical)
(as adjusted)
(Note 2)
|
Transaction Adjustments
|
Notes
|
Other
Adjustments
|
Notes
|
Pro Forma
|
||||||||||||||||
|
ASSETS
|
||||||||||||||||||||||
|
CURRENT ASSETS:
|
||||||||||||||||||||||
|
Cash and cash equivalents
|
$
|
3,960
|
$
|
2,166
|
$
|
(31,907
|
)
|
(A)
|
$
|
33,925
|
(AA)
|
$
|
8,144
|
|||||||||
|
Restricted cash
|
1,354
|
—
|
—
|
—
|
1,354
|
|||||||||||||||||
|
Accounts receivable, net of allowance for credit losses
|
6,684
|
19,905
|
(468
|
)
|
(B)
|
—
|
26,121
|
|||||||||||||||
|
Prepaid expenses
|
2,240
|
2,084
|
(40
|
)
|
(B)
|
(755
|
)
|
(AA)
|
3,529
|
|||||||||||||
|
Other current assets
|
874
|
3,568
|
319
|
(B)
|
—
|
4,761
|
||||||||||||||||
|
Total current assets
|
15,112
|
27,723
|
(32,096
|
)
|
33,170
|
43,909
|
||||||||||||||||
|
PROPERTY AND EQUIPMENT, NET
|
1,473
|
17,696
|
(3,182
|
)
|
(C)
|
—
|
15,987
|
|||||||||||||||
|
INTANGIBLE ASSETS, NET
|
64,663
|
102,610
|
38,267
|
(C)
|
—
|
205,540
|
||||||||||||||||
|
OTHER ASSETS:
|
||||||||||||||||||||||
|
Operating lease right of use assets
|
13,529
|
27,107
|
—
|
|
—
|
40,636
|
||||||||||||||||
|
Goodwill
|
—
|
—
|
48,443
|
(D)
|
—
|
48,443
|
||||||||||||||||
|
Deposits and other
|
2,177
|
796
|
(154
|
)
|
(B)
|
—
|
2,819
|
|||||||||||||||
|
Total other assets
|
15,706
|
27,903
|
48,289
|
—
|
91,898 |
|||||||||||||||||
|
Total assets
|
$
|
96,954
|
$
|
175,932
|
$
|
51,278
|
$
|
33,170
|
$
|
357,334
|
||||||||||||
|
LIABILITIES AND EQUITY
|
||||||||||||||||||||||
|
CURRENT LIABILITIES:
|
||||||||||||||||||||||
|
Accounts payable and accrued expenses
|
$
|
6,662
|
$
|
14,197
|
$
|
7,565
|
(B)
|
$
|
—
|
$
|
28,424
|
|||||||||||
|
Current maturities of long-term debt
|
6,458
|
151,397
|
—
|
(151,397
|
)
|
(BB)
|
6,458
|
|||||||||||||||
|
Accrued salaries and commissions
|
688
|
233
|
(66
|
)
|
(B)
|
—
|
855
|
|||||||||||||||
|
Deferred revenue
|
828
|
8,915
|
132
|
(B)
|
—
|
9,875
|
||||||||||||||||
|
Operating lease liabilities
|
1,634
|
3,499
|
—
|
|
—
|
5,133
|
||||||||||||||||
|
Finance lease liabilities
|
—
|
453
|
— |
|
—
|
453 |
||||||||||||||||
|
Income taxes payable
|
—
|
245
|
—
|
—
|
245
|
|||||||||||||||||
|
Other current liabilities
|
225
|
61,158
|
(187
|
)
|
(B)
|
(60,970
|
)
|
(BB)
|
226
|
|||||||||||||
|
Total current liabilities
|
16,495
|
240,097
|
7,444
|
(212,367
|
)
|
51,669
|
||||||||||||||||
|
LONG TERM DEBT, NET OF CURRENT
|
—
|
—
|
65,573
|
(E)
|
33,195
|
(AA)
|
98,768
|
|||||||||||||||
|
OPERATING LEASE LIABILITIES, NET OF CURRENT
|
14,329
|
26,678
|
—
|
—
|
41,007
|
|||||||||||||||||
|
FINANCE LEASE LIABILITIES, NET OF CURRENT
|
—
|
2,936
|
—
|
|
—
|
2,936
|
||||||||||||||||
|
DEFERRED INCOME TAXES
|
2,850
|
7,260
|
2,000
|
(B)
|
—
|
12,110
|
||||||||||||||||
|
OTHER NONCURRENT LIABILITIES
|
513
|
—
|
—
|
—
|
513
|
|||||||||||||||||
|
Total liabilities
|
34,187
|
276,971
|
75,017
|
(179,172
|
)
|
207,003
|
||||||||||||||||
|
COMMITMENTS AND CONTINGENCIES
|
||||||||||||||||||||||
|
SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK, $0.01 PAR VALUE, 10,000,000 SHARES AUTHORIZED; 286,031
SHARES ISSUED AND OUTSTANDING
|
29,477
|
—
|
—
|
29,477
|
||||||||||||||||||
|
EQUITY:
|
||||||||||||||||||||||
|
Net parent investment
|
—
|
(101,039
|
)
|
(111,328
|
)
|
(F)
|
212,367
|
(BB)
|
—
|
|||||||||||||
|
Class A common stock, $0.01 par value; authorized 170,000,000 shares; issued and outstanding 20,578,568 shares at
March 31, 2024
|
206
|
—
|
—
|
—
|
206
|
|||||||||||||||||
|
Class B common stock, $0.01 par value; authorized 50,000,000 shares; issued and outstanding 5,413,197 shares at
March 31, 2024
|
54
|
—
|
—
|
—
|
54
|
|||||||||||||||||
|
Class C common stock, $0.01 par value; authorized 30,000,000 shares; none issued
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||
|
Additional paid-in capital
|
60,578
|
—
|
70,515
|
(G)
|
—
|
131,093
|
||||||||||||||||
|
Accumulated deficit
|
(27,548
|
)
|
—
|
(555
|
)
|
(H)
|
(25
|
)
|
(AA)
|
(28,128
|
)
|
|||||||||||
|
Total equity
|
33,290
|
(101,039
|
)
|
(41,368
|
)
|
212,342
|
103,225
|
|||||||||||||||
|
Noncontrolling interests
|
—
|
—
|
17,629
|
(I)
|
—
|
17,629
|
||||||||||||||||
|
Total liabilities and equity
|
$
|
96,954
|
$
|
175,932
|
$
|
51,278
|
$
|
33,170
|
$
|
357,334
|
||||||||||||
See accompanying Note to Unaudited Pro Forma Condensed Combined Financial Statements
Exhibit 99.4
Unaudited Pro Forma Condensed Combined Statement of Operations
Year Ended December 31, 2023
(in thousands, except per share data)
|
MediaCo
(historical)
|
Xxxxxxxx
(historical)
(as adjusted)
(Note 2)
|
Transaction Adjustments
|
Notes
|
Other
Adjustments
|
Notes
|
Pro Forma
|
||||||||||||||||
|
NET REVENUES
|
$
|
32,391
|
$
|
90,198
|
$
|
—
|
$
|
—
|
$
|
122,589
|
||||||||||||
|
OPERATING EXPENSES:
|
||||||||||||||||||||||
|
Operating expenses excluding depreciation and amortization expense
|
32,633
|
106,083
|
—
|
—
|
138,716
|
|||||||||||||||||
|
Corporate expenses
|
5,451
|
—
|
555
|
(J)
|
—
|
6,006
|
||||||||||||||||
|
Depreciation and amortization
|
568
|
3,143
|
1,226
|
(K)
|
—
|
4,937
|
||||||||||||||||
|
Gain on disposal of assets
|
526
|
(2,329
|
)
|
—
|
—
|
(1,803
|
)
|
|||||||||||||||
|
Total operating expenses
|
39,178
|
106,897
|
1,781
|
—
|
147,856
|
|||||||||||||||||
|
OPERATING LOSS
|
(6,787
|
)
|
(16,699
|
)
|
(1,781
|
)
|
—
|
(25,267
|
)
|
|||||||||||||
|
OTHER INCOME (EXPENSE):
|
||||||||||||||||||||||
|
Interest expense, net
|
(426
|
)
|
(20,207
|
)
|
11,481
|
(L)
|
(4,308
|
)
|
(CC)
|
(13,460
|
)
|
|||||||||||
|
Other (expense) income
|
100
|
—
|
—
|
—
|
100
|
|||||||||||||||||
|
Gain on extinguishment of debt
|
—
|
8,320
|
—
|
—
|
8,320
|
|||||||||||||||||
|
Impairment loss
|
—
|
(6,324
|
)
|
—
|
—
|
(6,324
|
)
|
|||||||||||||||
|
Total other (expense) income
|
(326
|
)
|
(18,211
|
)
|
11,481
|
(4,308
|
)
|
(11,364
|
)
|
|||||||||||||
|
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(7,113
|
)
|
(34,910
|
)
|
9,700
|
(4,308
|
)
|
(36,631
|
)
|
|||||||||||||
|
PROVISION FOR INCOME TAXES
|
308
|
186
|
2,716
|
(M)
|
(1,206
|
)
|
(M)
|
2,004
|
||||||||||||||
|
NET LOSS FROM CONTINUING OPERATIONS
|
(7,421
|
)
|
(35,096
|
)
|
6,984
|
(3,102
|
)
|
(38,635
|
)
|
|||||||||||||
|
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
—
|
1,948
|
(N)
|
—
|
1,948
|
||||||||||||||||
|
PREFERRED STOCK DIVIDENDS
|
2,415
|
—
|
—
|
—
|
2,415
|
|||||||||||||||||
|
NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
(9,836
|
)
|
$
|
(35,096
|
)
|
$
|
5,036
|
$
|
(3,102
|
)
|
$
|
(42,998
|
)
|
||||||||
|
Net loss from continuing operations per share attributable to common shareholders - basic and diluted:
|
$
|
(0.40
|
)
|
$
|
(1.26
|
)
|
||||||||||||||||
|
Weighted average common shares outstanding:
|
||||||||||||||||||||||
|
Basic
|
24,876
|
9,301
|
(O)
|
34,177
|
||||||||||||||||||
|
Diluted
|
24,876
|
9,301
|
(O)
|
34,177
|
||||||||||||||||||
See accompanying Note to Unaudited Pro Forma Condensed Combined Financial Statements
Exhibit 99.4
Unaudited Pro Forma Condensed Combined Statement of Operations
Three Months Ended March 31, 2024
(in thousands, except per share data)
|
MediaCo
(historical)
|
Xxxxxxxx
(historical)
(as adjusted)
(Note 2)
|
Transaction Adjustments
|
Notes
|
Other
Adjustments
|
Notes
|
Pro Forma
|
||||||||||||||||
|
NET REVENUES
|
$
|
6,706
|
$
|
19,220
|
$
|
—
|
$
|
—
|
$
|
25,926
|
||||||||||||
|
OPERATING EXPENSES:
|
||||||||||||||||||||||
|
Operating expenses excluding depreciation and amortization expense
|
6,650
|
22,935
|
—
|
—
|
29,585
|
|||||||||||||||||
|
Corporate expenses
|
3,390
|
—
|
—
|
—
|
3,390
|
|||||||||||||||||
|
Depreciation and amortization
|
133
|
742
|
350
|
(K)
|
—
|
1,225
|
||||||||||||||||
|
Gain on disposal of assets
|
—
|
584
|
—
|
—
|
584
|
|||||||||||||||||
|
Total operating expenses
|
10,173
|
24,261
|
350
|
—
|
34,784
|
|||||||||||||||||
|
OPERATING LOSS
|
(3,467
|
)
|
(5,041
|
)
|
(350
|
)
|
—
|
(8,858
|
)
|
|||||||||||||
|
OTHER INCOME (EXPENSE):
|
||||||||||||||||||||||
|
Interest expense, net
|
(136
|
)
|
(5,138
|
)
|
2,967
|
(L)
|
(1,075
|
)
|
(CC)
|
(3,382
|
)
|
|||||||||||
|
Other (expense) income
|
10
|
—
|
—
|
—
|
10
|
|||||||||||||||||
|
Total other (expense) income
|
(126
|
)
|
(5,138
|
)
|
2,967
|
(1,075
|
)
|
(3,372
|
)
|
|||||||||||||
|
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(3,593
|
)
|
(10,179
|
)
|
2,617
|
(1,075
|
)
|
(12,230
|
)
|
|||||||||||||
|
PROVISION FOR INCOME TAXES
|
84
|
17
|
733
|
(M)
|
(301
|
)
|
(M)
|
533
|
||||||||||||||
|
NET LOSS FROM CONTINUING OPERATIONS
|
(3,677
|
)
|
(10,196
|
)
|
1,884
|
—
|
(12,763
|
)
|
||||||||||||||
|
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
—
|
347
|
(N)
|
—
|
347
|
||||||||||||||||
|
PREFERRED STOCK DIVIDENDS
|
723
|
—
|
—
|
—
|
723
|
|||||||||||||||||
|
NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
(4,400
|
)
|
$
|
(10,196
|
)
|
$
|
1,537
|
$
|
—
|
$
|
(13,833
|
)
|
|||||||||
|
Net loss from continuing operations per share attributable to common shareholders - basic and diluted:
|
$
|
(0.18
|
)
|
$
|
(0.40
|
)
|
||||||||||||||||
|
Weighted average common shares outstanding:
|
||||||||||||||||||||||
|
Basic
|
25,080
|
9,301
|
(O)
|
34,381
|
||||||||||||||||||
|
Diluted
|
25,080
|
9,301
|
(O)
|
34,381
|
||||||||||||||||||
See accompanying Note to Unaudited Pro Forma Condensed Combined Financial Statements
Exhibit 99.4
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
(Dollars in Thousands Unless Indicated Otherwise)
Note 1 - Preliminary purchase price allocation
The Company has performed a preliminary valuation analysis of the estimated fair market value of the assets acquired and liabilities assumed in
the Transactions and in connection with the payment and/or funding of the Transaction Consideration and the First Lien Term Loan. The following table summarizes the estimated allocation of the preliminary purchase price as of the acquisition date
(in thousands).
This estimated preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet and statements of
operations. The final purchase price will be completed when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary calculation used in the pro forma
adjustments. The final allocation may include (1) changes in fair values of property, plant and equipment, lease right of use assets, and lease liabilities (2) changes in allocations to intangible assets including goodwill (3) other changes to
assets and liabilities and (4) assessment of tax positions and tax rates.
|
Cash Consideration
|
$
|
30,800
|
||
|
Noncash Consideration:
|
||||
|
Warrants(1)
|
70,515
|
|||
|
Series B Preferred Stock(2)(3)
|
36,492
|
|||
|
Second Lien Term Loan(2)
|
29,081
|
|||
|
Total Noncash Consideration
|
136,088
|
|||
|
Total Consideration
|
$
|
166,888
|
||
|
Cash and cash equivalents
|
$
|
1,614
|
||
|
Accounts Receivable
|
19,437
|
|||
|
Prepaid Expenses
|
2,044
|
|||
|
Other current assets
|
3,887
|
|||
|
Property and Equipment, net
|
14,514
|
|||
|
Intangible assets, net
|
140,877
|
|||
|
Right of use assets
|
27,107
|
|||
|
Goodwill
|
48,443
|
|||
|
Deposits and other
|
642
|
|||
|
Assets Acquired
|
$
|
258,565
|
||
|
Accounts payable and accrued expenses
|
$
|
21,762
|
||
|
Accrued salaries and commissions
|
167
|
|||
|
Deferred revenue
|
9,047
|
|||
|
Operating lease liabilities
|
3,499
|
|||
|
Finance lease liabilities
|
453
|
|||
|
Income taxes payable
|
245
|
|||
|
Other current liabilities
|
1
|
|||
|
Operating lease liabilities, net of current
|
26,678
|
|||
|
Finance lease liabilities, net of current
|
2,936
|
|||
|
Deferred income taxes
|
9,260
|
|||
|
Liabilities Assumed
|
$
|
74,048
|
||
|
Fair value of noncontrolling interests
|
17,629
|
|||
|
Net Assets Acquired
|
$
|
166,888
|
Exhibit 99.4
(1) Represents the fair value of 28,206,152 warrants issued in the Xxxxxxxx Transaction valued at the close price on the day prior to close of $2.50.
(2) Represents the fair value of the Series B Preferred Stock and Second Lien Term Loan based on MediaCo’s
overall market value weighted cost of debt and preferred stock of 12.61%.
(3) Series B Preferred Stock classified as a liability as it is mandatorily redeemable after 7 years with no
equity conversion option.
Transaction Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2024
|
(A)
|
Pro forma cash adjustments include the following as a result of the Xxxxxxxx Transaction:
|
|
Distribution of purchase price to Xxxxxxxx
|
(30,800
|
)
|
||
|
Change in working cash balance through the date of the acquisition
|
(552
|
)
|
||
|
Distribution for MediaCo estimated transaction fees and expenses
|
(555
|
)
|
||
|
Total pro forma adjustment
|
$
|
(31,907
|
)
|
| (B) |
Reflects the impact of the preliminary purchase price allocation related to changes in working balances through the date of the acquisition.
|
| (C) |
Reflects the impact of the preliminary estimates of fair value for the tangible fixed assets and intangible assets as follows:
|
|
Preliminary fair value of tangible fixed assets
|
$
|
14,514
|
||
|
Historical value of tangible fixed assets
|
17,696
|
|||
|
Pro forma adjustment
|
(3,182
|
)
|
||
|
Preliminary fair value of intangible assets:
|
||||
|
Decaying advertiser base asset
|
15,572
|
|||
|
Favorable leasehold interests
|
13,039
|
|||
|
KVNR time brokerage agreement
|
56
|
|||
|
FCC licenses
|
112,210
|
|||
|
Total preliminary fair value of intangible assets
|
140,877
|
|||
|
Less: Historical value of intangible assets
|
102,610
|
|||
|
Pro forma adjustment
|
38,267
|
| (D) |
Reflects the adjustment of $48,443 for goodwill, representing the excess of the purchase consideration over the fair value
of Xxxxxxxx’x net assets acquired based on the estimated preliminary purchase price allocation.
|
| (E) |
Pro forma long term debt adjustments include the following as a result of the Transactions:
|
|
Second Lien Term Loan
|
29,081
|
|||
|
Series B Preferred Stock
|
36,492
|
|||
|
Total pro forma adjustment
|
$
|
65,573
|
| (F) |
Represents elimination of Xxxxxxxx’x historical equity balances and net activity through the date of acquisition, which was primarily driven by the gain on extinguishment of debt. See (AA) for
further discussion.
|
|
Historical equity balance
|
101,039
|
|||
|
Net activity through the date of acquisition
|
(212,367
|
)
|
||
|
Total pro forma adjustment
|
$
|
(111,328
|
)
|
| (G) |
Represents the fair value of 28,206,152 warrants issued in the Xxxxxxxx Transaction valued at the close price on the day
prior to close of $2.50.
|
| (H) |
Represents the impact of estimated one-time MediaCo transaction fees and expenses.
|
| (I) |
Represents the fair value of the noncontrolling interest of the Xxxxxxxx VIE, calculated as the 7,051,538 warrants issued
per the Option Agreement valued at the close price on the day prior to close of $2.50.
|
Exhibit 99.4
Other Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
March 31, 2024
| (AA) |
Represents cash received from First Lien Term Loan, net of original issue discount and monitoring fee, as well as the reclassification of deferred financing costs included in Prepaid expenses in
MediaCo’s historical balance sheet to Long term debt, net of current.
|
|
First Lien Term Loan face value
|
35,000
|
|||
|
Original issue discount
|
(1,050
|
)
|
||
|
Monitoring fee
|
(25
|
)
|
||
|
Net cash received
|
33,925
|
|||
|
Deferred financing costs
|
(755
|
)
|
||
|
Add back monitoring fee recorded to expense
|
$
|
25
|
||
|
Total long term debt pro forma adjustment
|
$
|
33,195
|
| (BB) |
Reflects the extinguishment of Xxxxxxxx’x existing debt, which was not assumed by MediaCo and therefore removed from the historical balances, of $151,397 and related accrued interest of $60,970 and gain on extinguishment of $212,367.
|
Transaction Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended
March 31, 2024 and year ended December 31, 2023
| (J) |
Represents the impact of estimated one-time MediaCo transaction fees and expenses.
|
| (K) |
Reflects the adjustment to depreciation and amortization based on preliminary estimated fair value and estimated useful lives as follows:
|
|
Preliminary Fair Value
|
Estimated Useful Life
(Years)
|
|||||||
|
Decaying Advertiser Base Assets
|
$
|
15,572
|
15
|
|||||
|
Favorable Leasehold Assets
|
13,039
|
35
|
||||||
|
Time Brokerage Agreement
|
56
|
1
|
||||||
|
Fixed Assets
|
14,514
|
5
|
||||||
|
Total
|
$
|
43,181
|
||||||
The fair value and useful lives calculations are preliminary and subject to change after the Company finalizes its review of the tangible and
intangible assets acquired. The following table summarizes the changes in the estimated depreciation and amortization expense:
|
Three months ended
March 31, 2024
|
Twelve months ended
December 31, 2023
|
|||||||
|
Estimated depreciation and amortization expense
|
$
|
1,092
|
$
|
4,369
|
||||
|
Less: Historical depreciation and amortization expense
|
742
|
3,143
|
||||||
|
Pro forma adjustment to depreciation and amortization expense
|
$
|
350
|
$
|
1,226
|
||||
| (L) |
Reflects the adjustment to interest expense for interest on debt extinguished by Xxxxxxxx in the Transactions and in connection with the Transaction Consideration and interest expense on the Second
Lien Term Loan and Series B Preferred Stock issued as part of the Transactions and Transaction Consideration.
|
|
Three months ended
March 31, 2024
|
Twelve months ended
December 31, 2023
|
|||||||
|
Second Lien Term Loan
|
$
|
880
|
$
|
3,523
|
||||
|
Series B Preferred Stock
|
$
|
1,427
|
$
|
5,629
|
||||
|
Estimated interest expense
|
$
|
2,307
|
$
|
9,152
|
||||
|
Less: Historical interest expense
|
5,274
|
20,633
|
||||||
|
Pro forma adjustment to interest expense
|
$
|
(2,967
|
)
|
$
|
(11,481
|
)
|
||
The First Lien Term Loan and Second Lien Term Loan have variable interest rates and an increase or decrease of 1/8th percent in the interest rate
would increase or decrease interest expense by $20 thousand and $91 thousand for the three months
ended March 31, 2024 and the year ended December 31, 2023, respectively.
Exhibit 99.4
| (M) |
Reflects the impact of the pro forma adjustments on income tax calculated using our statutory tax rate of 28% for all periods presented. This represents our U.S. statutory rate during these
periods, which differs from our effective rate and does not include the impact of valuation allowances.
|
| (N) |
Represents the expected net income from continuing operations attributable to noncontrolling interests held in the Xxxxxxxx VIE.
|
| (O) |
The number of shares used in calculating the pro forma combined basic and diluted net loss per share has been adjusted to reflect the estimated total number of shares of common stock of the
Combined Company that would be outstanding as of the Transaction closing date. As of the Transaction closing date, the warrant shares are subject to a 19.9% Share Cap. The warrant shares in excess of the 19.9% Share Cap are contingently
issuable pending shareholder approval. Therefore, only those contingently issuable warrant shares for which all conditions are satisfied will be included in the pro forma basic shares. Based on the total number of shares of Class A and
Class B common stock outstanding on April 17, 2024, the total number of warrants able to be exercised was 9,300,650. The pro forma weighted average shares
outstanding are calculated as follows:
|
|
Three months ended
March 31, 2024
|
Twelve months ended
December 31, 2023
|
|||||||
|
Historical weighted average common shares outstanding - basic and diluted
|
25,080
|
24,876
|
||||||
|
Warrant shares
|
9,301
|
9,301
|
||||||
|
Pro Forma weighted average common shares outstanding - basic and diluted
|
34,381
|
34,177
|
||||||
Other Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March
31, 2024 and year ended December 31, 2023
| (CC) |
Reflects the adjustment to interest expense for interest expense on the First Lien Term Loan issued as part of the Transactions.
|
Note 2 - Xxxxxxxx Reclassification Adjustments
During the preparation of the unaudited pro forma condensed combined financial information, management performed a preliminary analysis of
Xxxxxxxx’x financial information to identify differences in financial statement presentation as compared to the presentation of the Company. Based on a preliminary analysis performed, certain reclassification adjustments have been made to conform
Xxxxxxxx’x historical combined financial statement presentation to the Company’s consolidated financial statement presentation. The Company is currently performing a full and detailed review of its financial statement presentation and accounting
policies, which could result in amounts set forth in the Company's consolidated financial statements being materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.
Refer to the table below for a summary of adjustments made to present Xxxxxxxx’x historical unaudited balance sheet as of March 31, 2024, to conform
with the presentation of the Company's historical unaudited consolidated balance sheet as of March 31, 2024.
Exhibit 99.4
|
Xxxxxxxx Historical Balance
Sheet Line Items
|
MediaCo Historical Balance
Sheet Line Items
|
Xxxxxxxx
Historical
Balances as of
March 31, 2024
|
Reclassification
Adjustments
|
Notes
|
Xxxxxxxx
Reclassified
as of March
31, 2024
|
||||||||||
|
Cash and cash equivalents
|
Cash and cash equivalents
|
$
|
2,166
|
$
|
2,166
|
||||||||||
|
Accounts receivable, net
|
Accounts receivable, net of allowance for credit losses
|
19,905
|
19,905
|
||||||||||||
|
Current portion of television program rights, net
|
1,100
|
(1,100
|
)
|
(a)
|
—
|
||||||||||
|
Prepaid expenses and other current assets
|
Prepaid expenses
|
2,960
|
(876
|
)
|
(b)
|
2,084
|
|||||||||
|
|
Other current assets
|
3,568
|
(a)(b)(c)
|
3,568
|
|||||||||||
|
Assets held for sale
|
1,592
|
(1,592
|
)
|
(c)
|
—
|
||||||||||
|
Total current assets
|
27,723
|
—
|
27,723
|
||||||||||||
|
Property and equipment, net
|
PROPERTY AND EQUIPMENT, NET
|
17,696
|
17,696
|
||||||||||||
|
Right-of-use asset, net
|
Operating lease right of use assets
|
27,107
|
27,107
|
||||||||||||
|
Broadcast licenses, net
|
INTANGIBLE ASSETS, NET
|
102,258
|
352
|
(d)(g)
|
102,610
|
||||||||||
|
Television program rights, excluding current portion
|
334
|
(334
|
)
|
(d)
|
—
|
||||||||||
|
Employee advances
|
35
|
(35
|
)
|
(e)
|
—
|
||||||||||
|
Restricted cash
|
520
|
(520
|
)
|
(f)
|
—
|
||||||||||
|
Other assets
|
Deposits and other
|
259
|
537
|
(e)(f)(g)
|
796
|
||||||||||
|
Total assets
|
175,932
|
—
|
175,932
|
||||||||||||
|
Accounts payable
|
Accounts payable and accrued expenses
|
5,301
|
8,896
|
(h)
|
14,197
|
||||||||||
|
|
Accrued salaries and commissions
|
233
|
(h)
|
233
|
|||||||||||
|
|
Deferred revenue
|
8,915
|
(h)
|
8,915
|
|||||||||||
|
Accrued liabilities
|
18,401
|
(18,401
|
)
|
(h)
|
—
|
||||||||||
|
Line of credit
|
2,854
|
(2,854
|
)
|
(i)
|
—
|
||||||||||
|
Accrued interest
|
Other current liabilities
|
61,013
|
145
|
(h)
|
61,158
|
||||||||||
|
Current portion of finance lease liability
|
Finance lease liabilities
|
453
|
453
|
||||||||||||
|
Current portion of operating lease liability
|
Operating lease liabilities
|
3,499
|
3,499
|
||||||||||||
|
Current portion of long-term debt
|
Current maturities of long-term debt
|
148,543
|
2,854
|
(i)
|
151,397
|
||||||||||
|
Current portion of deferred taxes
|
Income taxes payable
|
33
|
212
|
(h)
|
245
|
||||||||||
|
Total current liabilities
|
240,097
|
—
|
240,097
|
||||||||||||
|
Long-term debt, excluding current portion
|
LONG TERM DEBT, NET OF CURRENT
|
—
|
—
|
||||||||||||
|
Deferred income taxes
|
DEFERRED INCOME TAXES
|
7,260
|
7,260
|
||||||||||||
|
Long-term portion of finance lease liability
|
FINANCE LEASE LIABILITIES, NET OF CURRENT
|
2,936
|
2,936
|
||||||||||||
|
Long-term portion of operating lease liability
|
OPERATING LEASE LIABILITIES, NET OF CURRENT
|
26,678
|
26,678
|
||||||||||||
|
Total liabilities
|
276,971
|
—
|
276,971
|
||||||||||||
|
Shareholders’ deficit
|
Net parent investment
|
(101,039
|
)
|
(101,039
|
)
|
||||||||||
|
Total liabilities and shareholders’ deficit
|
$
|
175,932
|
$
|
—
|
$
|
175,932
|
|||||||||
| a. |
Reflects reclassification of $1,100 thousand of Current portion of television program rights, net to Other current assets.
|
Exhibit 99.4
| b. |
Reflects reclassification of $876 thousand of Prepaid expenses and other current assets to Other current assets.
|
| c. |
Reflects reclassification of $1,592 thousand of Assets held for sale to Other current assets.
|
| d. |
Reflects reclassification of $334 thousand of Television program rights, excluding current portion to Intangible assets,
net.
|
| e. |
Reflects reclassification of $35 thousand of Employee advances to Deposits and other.
|
| f. |
Reflects reclassification of $520 thousand of Restricted cash to Deposits and other.
|
| g. |
Reflects reclassification of $18 thousand of Other assets to Intangible assets, net.
|
| h. |
Reflects reclassification of Accrued liabilities of $233 thousand to Accrued salaries and commissions, $8,915 thousand to Deferred revenue, $212 thousand to Income taxes payable, $145 thousand to Other current liabilities, and $8,896 thousand to Accounts payable and accrued
expenses.
|
| i. |
Reflects reclassification of $2,854 thousand of Line of credit to Current maturities of long-term debt.
|
Refer to the table below for a summary of adjustments made to present Xxxxxxxx’x historical statement of income for the year ended December 31, 2023, to conform with
the presentation of the Company's historical unaudited consolidated statement of operations for the year ended December 31, 2023.
|
Xxxxxxxx Historical Income
Statement Line Items
|
MediaCo Historical Income
Statement Line Items
|
Xxxxxxxx Year
Ended
December 31,
2023
|
Reclassification
Adjustments
|
Notes
|
Xxxxxxxx
Reclassified
Year Ended
December
31, 2023
|
||||||||||
|
Net Revenues
|
NET REVENUES
|
$
|
90,198
|
$
|
90,198
|
||||||||||
|
Operating expenses
|
|||||||||||||||
|
Program and technical, exclusive of depreciation and amortization of property and equipment shown below:
|
Operating expenses excluding depreciation and amortization expense
|
60,726
|
45,357
|
(a)
|
106,083
|
||||||||||
|
Promotional, exclusive of depreciation and amortization shown:
|
4,588
|
(4,588
|
)
|
(a)
|
—
|
||||||||||
|
Selling, general and administrative, exclusive of depreciation and amortization shown below:
|
40,659
|
(40,659
|
)
|
(a)
|
—
|
||||||||||
|
Depreciation and amortization of property and equipment
|
Depreciation and amortization
|
3,143
|
3,143
|
||||||||||||
|
(Gain)/loss on sale and disposal of property and equipment
|
Gain on disposal of assets
|
(2,329
|
)
|
(2,329
|
)
|
||||||||||
|
Impairment of broadcast licenses and long-lived assets
|
Impairment loss
|
6,324
|
6,324
|
||||||||||||
|
Other expense
|
110
|
(110
|
)
|
(a)
|
—
|
||||||||||
|
Total operating expense
|
Total operating expenses
|
113,221
|
—
|
113,221
|
|||||||||||
|
Operating loss
|
OPERATING LOSS
|
(23,023
|
)
|
—
|
(23,023
|
)
|
|||||||||
|
Interest expense
|
Interest expense, net
|
20,207
|
20,207
|
||||||||||||
|
Gain on extinguishment of debt
|
Gain on extinguishment of debt
|
(8,320
|
)
|
(8,320
|
)
|
||||||||||
|
Loss from continuing operations before income taxes
|
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(34,910
|
)
|
—
|
(34,910
|
)
|
|||||||||
|
Income tax provision
|
PROVISION FOR INCOME TAXES
|
186
|
186
|
||||||||||||
|
Net loss
|
NET LOSS FROM CONTINUING OPERATIONS
|
$
|
(35,096
|
)
|
$
|
—
|
$
|
(35,096
|
)
|
||||||
| a. |
Reflects reclassification of $4,588 thousand of Promotional expenses, $40,659 thousand of Selling, general and administrative, and $110 thousand of Other expense to Operating expenses excluding depreciation and
amortization expense.
|
Exhibit 99.4
Refer to the table below for a summary of adjustments made to present Xxxxxxxx’x historical statement of income for the three months ended March 31, 2024, to conform
with the presentation of the Company's historical unaudited consolidated statement of operations for the three months ended March 31, 2024.
|
Xxxxxxxx Historical Income
Statement Line Items
|
MediaCo Historical
Income Statement Line
Items
|
Xxxxxxxx Three
Months Ended
March 31, 2024
|
Reclassification
Adjustments
|
Notes
|
Xxxxxxxx
Reclassified Three
Months Ended
March 31, 2024
|
||||||||||
|
Net Revenues
|
NET REVENUES
|
$
|
19,220
|
$
|
19,220
|
||||||||||
|
Operating expenses
|
|||||||||||||||
|
Program and technical, exclusive of depreciation and amortization of property and equipment shown below:
|
Operating expenses excluding depreciation and amortization expense
|
12,531
|
10,404
|
(a)
|
22,935
|
||||||||||
|
Promotional, exclusive of depreciation and amortization shown:
|
1,014
|
(1,014
|
)
|
(a)
|
—
|
||||||||||
|
Selling, general and administrative, exclusive of depreciation and amortization shown below:
|
9,377
|
(9,377
|
)
|
(a)
|
—
|
||||||||||
|
Depreciation and amortization of property and equipment
|
Depreciation and amortization
|
742
|
742
|
||||||||||||
|
Gain on sale and disposal of property and equipment
|
Gain on disposal of assets
|
584
|
584
|
||||||||||||
|
Other expense
|
13
|
(13
|
)
|
(a)
|
—
|
||||||||||
|
Total operating expense
|
Total operating expenses
|
24,261
|
—
|
24,261
|
|||||||||||
|
Operating loss
|
OPERATING LOSS
|
(5,041
|
)
|
—
|
(5,041
|
)
|
|||||||||
|
Interest expense
|
Interest expense, net
|
5,138
|
5,138
|
||||||||||||
|
Loss from continuing operations before income taxes
|
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(10,179
|
)
|
—
|
(10,179
|
)
|
|||||||||
|
Income tax provision
|
PROVISION FOR INCOME TAXES
|
17
|
17
|
||||||||||||
|
Net loss
|
NET LOSS FROM CONTINUING OPERATIONS
|
$
|
(10,196
|
)
|
$
|
—
|
$
|
(10,196
|
)
|
||||||
| a. |
Reflects reclassification of $1,014 thousand of Promotional expenses, $9,377 thousand of Selling, general and administrative, and $13 thousand of Other expense to Operating expenses excluding depreciation and
amortization expense.
|
