Item 9.01 Financial Statements and Exhibits
(a) Financial statements of businesses acquired
The audited financial statements of the Acquired Companies as of and for the
years ended
(b) Pro forma financial information.
The unaudited pro forma condensed combined balance sheet as of
(d) Exhibits
See the Exhibit Index below, which is incorporated by reference herein.
Exhibit No. Description
99.1 Audited financial statements ofFMG Kentucky, LLC and FMG Valdosta, LLC as of and for the years endedDecember 31, 2018 and 2017. 99.2 Unaudited financial statements ofFMG Kentucky, LLC and FMGValdosta, LLC as of and for the nine months endedSeptember 30, 2019 and 2018. 99.3 Unaudited pro forma condensed combined balance sheet ofMediaCo Holding Inc. as ofSeptember 30, 2019 , and unaudited pro forma condensed combined statements of operations ofMediaCo Holding Inc. for the nine months endedSeptember 30, 2019 and the year endedFebruary 28, 2019 .
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Note to this Form 8-K: Certain statements included in this report which are not statements of historical fact, including but not limited to those identified with the words "expect," "will" or "look" are intended to be, and are, by this Note, identified as "forward-looking statements," as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:
• general economic and business conditions;
• fluctuations in the demand for advertising and demand for different types of advertising media;
• our ability to obtain additional capital or to service our outstanding debt;
• competition from new or different media and technologies;
• increased competition in our markets and the broadcasting industry, including our competitors changing the format of a station they operate to more directly compete with a station we operate in the same market;
• our ability to attract and secure programming, on-air talent, writers and photographers;
• inability to obtain (or to obtain timely) necessary approvals for purchase or sale transactions or to complete the transactions for other reasons generally beyond our control;
• increases in the costs of programming, including on-air talent;
• inability to grow through suitable acquisitions or to consummate dispositions;
• new or changing technologies, including those that provide additional competition for our businesses;
• new or changing regulations of the
• war, terrorist acts or political instability; and
• other factors mentioned in documents filed by the Company with the
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