UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form 10-K/A
(Amendment No. 1)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2009 | |
| or | |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to | |
LIN TV Corp.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-31311
LIN Television Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 000-25206
| Delaware | Delaware |
| (State or other jurisdiction of incorporation or organization) | (State or other jurisdiction of incorporation or organization) |
| 05-0501252 | 13-3581627 |
| (I.R.S. Employer Identification No.) | (I.R.S. Employer Identification No.) |
One West Exchange Street, Suite 5A, Providence, Rhode Island 02903
(Address of principal executive offices)
(401) 454-2880
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Name of each exchange on which registered |
| Class A common stock, par value $0.01 per share | New York Stock Exchange |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted to its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files). Yes £ No £
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes o No þ
The aggregate market value of the voting and non-voting common equity held by non-affiliates (based on the last reported sale price of the registrant’s class A common stock on June 30, 2009 on the New York Stock Exchange) was approximately $86 million.
DOCUMENTS INCORPORATED BY REFERENCE
| Document Description | Form 10-K |
| Portions of the Registrant’s Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders to be held on May 11, 2010 | Part III |
NOTE:
This combined Form 10-K is separately filed by LIN TV Corp. and LIN Television Corporation. LIN Television Corporation meets the conditions set forth in general instruction I(1) (a) and (b) of Form 10-K and is, therefore, filing this form with the reduced disclosure format permitted by such instruction.
LIN TV Corp. Class A common stock, $0.01 par value, issued and outstanding at March 3, 2010: 29,407,317 shares.
LIN TV Corp. Class B common stock, $0.01 par value, issued and outstanding at March 3, 2010: 23,502,059 shares.
LIN TV Corp. Class C common stock, $0.01 par value, issued and outstanding at March 3, 2010: 2 shares.
LIN Television Corporation common stock, $0.01 par value, issued and outstanding at March 3, 2010: 1,000 shares.
EXPLANATORY NOTE
LIN TV Corp. and LIN Television Corporation are filing this Amendment No. 1 to their combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the U.S. Securities and Exchange Commission on March 15, 2010, for the purpose of including the audited financial statements of Station Venture Holdings, LLC, of which 20.38% is indirectly owned by LIN Television Corporation.
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PART IV
(a) The consolidated financial statements required to be filed in our annual report on Form 10-K are included in Part II, Item 8 of our Form 10-K filed on March 15, 2010.
(b) Exhibits.
| No. | Description |
3.1 | Second Amended and Restated Certificate of Incorporation of LIN TV Corp., as amended (filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q filed on August 9, 2004 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
3.2 | Third Amended and Restated Bylaws of LIN TV Corp. (filed as Exhibit 3.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 filed on March 14, 2008 (File Nos 001-31311 and 000-25206) and incorporated by reference herein) |
3.3 | Restated Certificate of Incorporation of LIN Television Corporation (filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q of LIN TV Corp. and LIN Television Corporation for the fiscal quarter ended June 30, 2003 filed on August 5, 2003 (File No. 001-31311 and 000-25206) and incorporated by reference herein) |
4.1 | Specimen of stock certificate representing LIN TV Corp. Class A Common stock, par value $.01 per share (filed as Exhibit 4.1 to LIN TV Corp.’s Registration Statement on Form S-1 filed on February 20, 2002 (Registration No. 333-83068) and incorporated by reference herein) |
4.2 | Indenture, dated as of May 12, 2003, among LIN Television Corporation, the guarantors named therein and the Bank of New York, as Trustee, relating to the 6½% Senior Subordinated Notes (filed as Exhibit 4.1 to our Current Report on Form 8-K filed on May 14, 2003 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
4.4 | Indenture, dated as of September 29, 2005, among LIN Television Corporation, the guarantors listed therein and The Bank of New York Trust Company, N.A., as Trustee, relating to the 6½% Senior Subordinated Notes due 2013 — Class B of LIN Television Corporation (filed as Exhibit 4.1 to our Current Report on Form 8-K filed on October 5, 2005 (File Nos. 001-31311 and 000- 25206) and incorporated by reference herein) |
4.6 | Supplemental Indenture, dated as of March 10, 2005, among WAPA America, Inc., WWHO Broadcasting, LLC, LIN Television Corporation and The Bank of New York, as Trustee, for the 6½% Senior Subordinated Notes due 2013 (filed as Exhibit 4.6 to our Quarterly Report on Form 10-Q filed on November 9, 2005 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
4.8 | Supplemental Indenture, dated as of March 16, 2006, among LIN of Alabama, LLC, LIN of Colorado, LLC, LIN of New Mexico, LLC, LIN of Wisconsin, LLC, and S&E Network, Inc., LIN Television Corporation and The Bank of New York, as Trustee for the 6½% Senior Subordinated Notes due 2013 (filed as Exhibit 4.8 to our Form 10-K as of March 16, 2006 filed on March 15, 2007 (File No. 001-31311 and 000-25206) and incorporated by reference herein) |
| 4.9 | Indenture, dated as of April 12, 2010, by and among LIN Television Corporation, the guarantors named therein, and the Bank of NewYork Mellon Trust Company, N.A., as Trustee, relating to the 8⅜% Senior Notes due 2018 of LIN Television Corporation (filed as Exhibit 4.1 to our Current Report on Form 8-K filed on April 15, 2010 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.1 | Registration Rights Agreement by and among LIN TV Corp. (f/k/a Ranger Equity Holdings Corporation) and the stockholders named therein (filed as Exhibit 4.2 to our Registration Statement on Form S-1 filed on February 20, 2002 (Registration No. 333-83068) and incorporated by reference herein) |
10.2* | LIN Television Corporation Retirement Plan, as amended and restated (incorporated herein by reference to the Registration Statement on Form S-1 of LIN Broadcasting Corporation (Registration No. 33-84718)) |
10.3* | LIN Television Corporation 401(k) Plan and Trust (incorporated herein by reference to the Registration Statement on Form S-1 of LIN Broadcasting Corporation (Registration No. 33-84718)) |
10.4* | LIN TV Corp. (formerly known as Ranger Equity Holdings Corporation) 1998 Stock Option Plan (filed as Exhibit 10.26 to our Annual Report on Form 10-K of LIN Holdings Corp. and LIN Television Corporation for the fiscal year ended December 31, 1998 (File No. 333-54003-06) and incorporated by reference herein) |
10.5* | LIN TV Corp. amended and restated 2002 Non-Employee Director Stock Plan (included as Appendix A to our definitive proxy statement on Schedule 14A filed on April 12, 2010 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.6* | LIN Television Corporation Supplemental Benefit Retirement Plan (As Amended and Restated effective December 21, 2004) (Filed as Exhibit 10.38 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.7 | Second Amendment to the Supplemental Benefit Retirement Plan of LIN Television and Subsidiary Companies, dated as of December 31, 2008 (Filed as Exhibit 10.8 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.8* | LIN TV Corp. amended and restated 2002 Stock Plan (included as Appendix B to our definitive proxy statement on Schedule 14A filed on April 12, 2010 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.9* | Form of Employee Grant Option Agreement (Filed as Exhibit 10.19 to our Form 10-K filed on March 15, 2007 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.10* | Form of Non-Employee Director Grant Option Agreement (Filed as Exhibit 10.23 to our Form 10-K filed on March 15, 2007 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.11* | Summary of Director Compensation Policies filed as Exhibit 10.14 herein |
10.12* | Form of a Non-qualified Stock Option Letter Agreement (filed as Exhibit 10.6 to our Current Report on Form 8-K filed on July 6, 2005 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.13* | Form of Restricted Stock Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 16, 2005 (File No. 001-31311) and incorporated by reference herein) |
10.14* | Clarification of the Supplemental Benefit Retirement Plan of LIN Television Corporation and subsidiary companies, dated October 29, 2009. (Filed as Exhibit 10.7 to our Form 10-Q filed on November 3, 2009 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.15* | Employment Agreement dated November 1, 2006, and made effective as of July 12, 2006, between LIN Television Corporation and Vincent L. Sadusky (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on February 27, 2007 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.16* | Employment Agreement dated February 22, 2007, and made effective as of September 6, 2006, between LIN Television Corporation and Scott M. Blumenthal (Filed as Exhibit 10.2 to our Current Report on Form 8-K filed on February 27, 2007 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.17* | Employment Agreement dated February 22, 2007, and made effective as of September 6, 2006, between LIN Television Corporation and Denise M. Parent (Filed as Exhibit 10.4 to our Current Report on Form 8-K filed on February 27, 2007 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.18* | Employment Agreement between LIN TV Corp., LIN Television Corporation and Richard Schmaeling dated September 30, 2008, effective as of October 6, 2008. (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 3, 2008 (File Nos.001-31311) and incorporated by reference herein) |
10.19* | Employment Agreement between LIN TV Corp., LIN Television Corporation and Robert Richter dated September 30, 2008 effective as of September 10, 2008. (Filed as Exhibit 10.22 to our Form 10-K for the fiscal year ended December 31, 2008 filed on March 16, 2010 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.20* | Employment Agreement between LIN TV Corp., LIN Television Corporation and Nicholas N. Mohamed, dated and effective February 18, 2009. (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 26, 2009 (Files Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.21* | Amendment to Employment Agreement dated October 29, 2009 between LIN TV Corp., LIN Television Corporation and Vincent L. Sadusky. (Filed as Exhibit 10.1 to our Form 10-Q filed on November 3, 2009 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.22* | Amendment to Employment Agreement dated October 29, 2009 between LIN TV Corp., LIN Television Corporation and Scott M. Blumenthal. (Filed as Exhibit 10.2 to our Form 10-Q filed on November 3, 2009 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.23* | Amendment to Employment Agreement dated October 29, 2009 between LIN TV Corp., LIN Television Corporation and Denise M. Parent. (Filed as Exhibit 10.3 to our Form 10-Q filed on November 3, 2009 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.24* | Amendment to Employment Agreement dated October 29, 2009 between LIN TV Corp., LIN Television Corporation and Richard Schmaeling. (Filed as Exhibit 10.4 to our Form 10-Q filed on November 3, 2009 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.25* | Amendment to Employment Agreement dated October 29, 2009 between LIN TV Corp., LIN Television Corporation and Robert Richter. (Filed as Exhibit 10.5 to our Form 10-Q filed on November 3, 2009 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.26* | Amendment to Employment Agreement dated October 29, 2009 between LIN TV Corp., LIN Television Corporation and Nicholas N. Mohamed. (Filed as Exhibit 10.6 to our Form 10-Q filed on November 3, 2009 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.27* | Second Amendment to Employment Agreement dated February 28, 2010 between LIN TV Corp., LIN Television Corporation and Vincent L. Sadusky. (Filed as Exhibit 10.30 to our Form 10-K for the fiscal year ended December 31, 2009 filed on March 15, 2010 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.28* | Second Amendment to Employment Agreement dated February 28, 2010 between LIN TV Corp., LIN Television Corporation and Scott M. Blumenthal. (Filed as Exhibit 10.31 to our Form 10-K for the fiscal year ended December 31, 2009 filed on March 15, 2010 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.29* | Second Amendment to Employment Agreement dated February 28, 2010 between LIN TV Corp., LIN Television Corporation and Denise M. Parent. (Filed as Exhibit 10.32 to our Form 10-K for the fiscal year ended December 31, 2009 filed on March 15, 2010 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.30* | Second Amendment to Employment Agreement dated February 28, 2010 between LIN TV Corp., LIN Television Corporation and Richard J. Schmaeling. (Filed as Exhibit 10.33 to our Form 10-K for the fiscal year ended December 31, 2009 filed on March 15, 2010 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.31* | Second Amendment to Employment Agreement dated February 28, 2010 between LIN TV Corp., LIN Television Corporation and Robert Richter. (Filed as Exhibit 10.34 to our Form 10-K for the fiscal year ended December 31, 2009 filed on March 15, 2010 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.32* | Second Amendment to Employment Agreement dated February 28, 2010 between LIN TV Corp., LIN Television Corporation and Nicholas N. Mohamed. (Filed as Exhibit 10.35 to our Form 10-K for the fiscal year ended December 31, 2009 filed on March 15, 2010 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
10.33 | Amended and Restated Credit Agreement dated as of November 4, 2005 as amended and restated as of July 31, 2009 among LIN Television Corporation, as the Borrower, the lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, as an Issuing Lender and as Swingline Lender J.P. Morgan Securities Inc. and Deutsche Bank Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, Deutsche Bank Trust Company Americas, as Syndication Agent and as an Issuing Lender, and Goldman Sachs Credit Partners, L.P., Bank of America, N.A. and Wachovia Bank, National Association, as Documentation Agents and The Bank of Nova Scotia and Suntrust Bank, as Co-Documentation Agents. (Filed as Exhibit 99.1 to our Current Report on Form 8-K filed on August 6, 2009 (File Nos. 000-25206 and 001-31311) and incorporated by reference herein. |
| 10.34* | LIN TV Corp. 2010 Employee Stock Purchase Plan (included as Appendix C to our definitive proxy statement on Schedule 14A filed on April 12, 2010 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
| 10.35 | Registration Rights Agreement, dated as of April 12, 2010, by and among LIN Television Corporation, the guarantors named therein, and J.P. Morgan Securities Inc. as representative of the several initial purchases named therein (filed as Exhibit 4.2 to our Current Report on Form 8-K filed on April 15, 2010 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein) |
21 | Subsidiaries of the Registrant (Filed as Exhibit 21 to our Form 10-K for the fiscal year ended December 31, 2009 filed on March 15, 2010 (File Nos. 000-25206 and 001-31311) and incorporated by reference herein) |
| 23.1 | Consent of PricewaterhouseCoopers LLP (Filed as Exhibit 23.1 to our Form 10-K for the fiscal year ended December 31, 2009 filed on March 15, 2010 (File Nos. 000-25206 and 001-31311) and incorporated by reference herein) |
| 23.2 | Consent of KPMG LLP filed herein |
31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer of LIN TV Corp. |
31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer of LIN TV Corp. |
31.3 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer of LIN Television Corporation |
31.4 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer of LIN Television Corporation |
32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer of LIN TV Corp. |
32.2 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer of LIN Television Corporation |
__________
| * | Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K. |
| (c) | Financial Statement Schedules |
The following financial statement schedules are filed herewith:
Audited Financial Statements of Station Ventures Holdings, LLC
The condensed financial information of the registrant required to be filed in our annual report on Form 10-K is included in Part II, Item 8 of our Form 10-K filed on March 15, 2010.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each of LIN TV Corp. and LIN Television Corporation, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LIN TV CORP.
LIN TELEVISION CORPORATION
Date: June 2, 2010 /s/ Vincent L. Sadusky ;
Vincent L. Sadusky
President, Chief Executive Officer and Director
7
Financial Statement Schedules Required by Item 15(c)
STATION VENTURE HOLDINGS, LLC
(A Limited Liability Company)
Financial Statements
December 31, 2009 and 2008
(With Independent Auditors’ Report Thereon)
8
STATION VENTURE HOLDINGS, LLC
(A Limited Liability Company)
Notes to Financial Statements
December 31, 2009 and 2008
(Dollars in thousands)
Independent Auditors’ Report
To the Members of Station Venture Holdings, LLC:
We have audited the accompanying balance sheets of Station Venture Holdings, LLC, (a limited liability company) (the Company), as of December 31, 2009 and 2008, and the related statements of operations, members’ deficit, and cash flows for each of the years in the three-year period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as eval uating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Station Venture Holdings, LLC as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
March 11, 2010
9
| STATION VENTURE HOLDINGS, LLC | ||||||||
| (A Limited Liability Company) | ||||||||
| Balance Sheets | ||||||||
| December 31, 2009 and 2008 | ||||||||
| (In thousands) | ||||||||
| Assets | 2009 | 2008 | ||||||
| Current assets – cash | $ | 223 | $ | 15,104 | ||||
| Limited partnership interest in Station Venture Operations, LP (note 2) | 195,287 | 215,258 | ||||||
| Total assets | $ | 195,510 | $ | 230,362 | ||||
| Liabilities and Members’ Deficit | ||||||||
| Current liabilities – accrued interest payable (note 3) | $ | 544 | $ | 362 | ||||
| Related-party note payable (note 3) | 815,500 | 815,500 | ||||||
| Total liabilities | 816,044 | 815,862 | ||||||
| Commitments and contingencies (note 4) | ||||||||
| Members’ deficit | (620,534 | ) | (585,500 | ) | ||||
| Total liabilities and members’ deficit | $ | 195,510 | $ | 230,362 | ||||
| See accompanying notes to financial statements. | ||||||||
10
| STATION VENTURE HOLDINGS, LLC | ||||||||||||
| (A Limited Liability Company) | ||||||||||||
| Statements of Operations | ||||||||||||
| Years ended December 31, 2009, 2008, and 2007 | ||||||||||||
| (In thousands) | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
| Revenue: | ||||||||||||
| Equity in income from limited partnership interest in Station Venture Operations, LP (note 2) | $ | 31,100 | $ | 64,101 | $ | 76,800 | ||||||
| Other income (expense) | ||||||||||||
| Interest expense – related party (note 3) | (66,146 | ) | (66,146 | ) | (66,146 | ) | ||||||
| Interest income | 12 | 171 | 732 | |||||||||
| Total other expense | (66,134 | ) | (65,975 | ) | (65,414 | ) | ||||||
| Net (loss) income | $ | (35,034 | ) | $ | (1,874 | ) | $ | 11,386 | ||||
| See accompanying notes to financial statements. | ||||||||||||
11
| STATION VENTURE HOLDINGS, LLC | ||||||||||||
| (A Limited Liability Company) | ||||||||||||
| Statements of Members’ Deficit | ||||||||||||
| Years ended December 31, 2009, 2008, and 2007 | ||||||||||||
| (In thousands) | ||||||||||||
| NBC | Total | |||||||||||
| Telemundo | LIN Television | members’ | ||||||||||
| License Co. | of Texas, LP | deficit | ||||||||||
| Balance at December 31, 2006 | $ | 213,303 | $ | (783,815 | ) | $ | (570,512 | ) | ||||
| Net income | 9,066 | 2,320 | 11,386 | |||||||||
| Distributions | (9,156 | ) | (2,344 | ) | (11,500 | ) | ||||||
| Balance at December 31, 2007 | 213,213 | (783,839 | ) | (570,626 | ) | |||||||
| Net loss | (1,492 | ) | (382 | ) | (1,874 | ) | ||||||
| Distributions | (10,351 | ) | (2,649 | ) | (13,000 | ) | ||||||
| Balance at December 31, 2008 | 201,370 | (786,870 | ) | (585,500 | ) | |||||||
| Net loss | (27,894 | ) | (7,140 | ) | (35,034 | ) | ||||||
| Distributions | — | — | — | |||||||||
| Balance at December 31, 2009 | $ | 173,476 | $ | (794,010 | ) | $ | (620,534 | ) | ||||
| See accompanying notes to financial statements. | ||||||||||||
12
| STATION VENTURE HOLDINGS, LLC | ||||||||||||
| (A Limited Liability Company) | ||||||||||||
| Statements of Cash Flows | ||||||||||||
| Years ended December 31, 2009, 2008, and 2007 | ||||||||||||
| (In thousands) | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net (loss) income | $ | (35,034 | ) | $ | (1,874 | ) | $ | 11,386 | ||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||||||
| Equity in income from limited partnership interest in Station Venture Operations, LP | (31,100 | ) | (64,101 | ) | (76,800 | ) | ||||||
| Distributions from limited partnership interest in Station Venture Operations, LP | 51,071 | 79,144 | 80,298 | |||||||||
| Current liabilities | 182 | (363 | ) | — | ||||||||
| Net cash (used in) provided by operating activities | (14,881 | ) | 12,806 | 14,884 | ||||||||
| Net cash flows used in financing activities: | ||||||||||||
| Distributions | — | (13,000 | ) | (11,500 | ) | |||||||
| (Decrease) increase in cash | (14,881 | ) | (194 | ) | 3,384 | |||||||
| Cash at beginning of year | 15,104 | 15,298 | 11,914 | |||||||||
| Cash at end of year | $ | 223 | $ | 15,104 | $ | 15,298 | ||||||
| Supplemental cash flow information: | ||||||||||||
| Cash paid for interest | $ | 65,964 | $ | 66,509 | $ | 66,146 | ||||||
| See accompanying notes to financial statements. | ||||||||||||
13
STATION VENTURE HOLDINGS, LLC
(A Limited Liability Company)
Notes to Financial Statements
December 31, 2009 and 2008
(Dollars in thousands)
| (1) | Descriptions of Business and Summary of Significant Accounting Policies |
| (a) | Description of Business |
Station Venture Holdings, LLC (the Company) is a Delaware limited liability company incorporated in 1998. The Company is 79.62% owned by NBC Telemundo License Co. (NBCTL), an indirect subsidiary of NBC Universal, Inc. (NBCU) and 20.38% owned by LIN Television of Texas, LP (LIN-Texas), a wholly owned subsidiary of LIN Television (LIN TV). Voting control of the Company is shared equally between NBCTL-Co. and LIN TV. The General Electric Company (GE) owns 80% of NBCU and Vivendi S.A. owns the remaining 20%.
The Company holds a noncontrolling 99.75% limited partnership interest in Station Venture Operations, LP (Station Venture Operations). Under the terms of the Company’s LLC agreement, the members of the Company (NBCTL and LIN-Texas) have agreed to maintain certain cash levels to cover interest and principal payments. Furthermore, the Company is solely liable for any loan or related agreement, debt obligation, or liability and no member is personally obligated, solely as result of being a member.
The Company currently does not anticipate that its interest in Station Venture Operations will generate sufficient cash flow to meet its interest obligations under the $815,500 term loan (the Note) to GE Capital Corporation, a subsidiary of GE. As such, the Company’s members have waived the restricted cash requirement indefinitely. The Company has also received parental support letters from NBCU and LIN TV stating that they will each provide funding in an amount equal to the difference between the cash available and the interest payable under the Note pursuant to the Credit Agreement dated as of March 2, 1998 through April 1, 2011 based on their respective proportional ownership interests.
The term of the Company ends on March 2, 2023, unless dissolved earlier.
Net earnings and losses from operations and distributions are allocated to the members in proportion to each member’s relative ownership interest. Gain or loss upon sale of the Company’s assets is to be allocated in a manner that will cause the members’ capital accounts to be in proportion to the members’ relative ownership percentages prior to distribution of the proceeds from the sale.
| (b) | Accounting Principles |
The Company’s financial statements are prepared in conformity with U.S. generally accepted accounting principles (GAAP).
14
STATION VENTURE HOLDINGS, LLC
(A Limited Liability Company)
Notes to Financial Statements
December 31, 2009 and 2008
(Dollars in thousands)
| (c) | Cash |
Cash balances are exposed to a concentration of credit risk. Concentration of credit risk is limited, as the Company maintains primary banking relationships with high-credit quality and federal insured institutions. The Company has not experienced any losses in such accounts.
| (d) | Limited Partnership Interest in Station Venture Operations, LP |
The Company’s limited partnership interest in Station Venture Operations is a noncontrolling investment and, accordingly, is accounted for by the equity method as NBCTL maintains all voting control in Station Venture Operations, subject to certain protective rights held by the Company.
The Company regularly reviews its limited partnership interest in Station Venture Operations for impairment based on both quantitative and qualitative criteria that include the extent to which the carrying value exceeds its related market value, the duration of the market decline, its intent and ability to hold to maturity or until forecasted recovery, and the financial health and specific prospects of Station Venture Operations.
| (e) | Fair Value of Financial Instruments |
The carrying amounts of cash and accrued interest payable are considered to be representative of their respective fair values because of the short-term nature of these financial instruments. The fair value of long-term debt cannot be reasonably determined due to the related-party nature of the Note.
| (f) | Income Taxes |
As a limited liability company, the Company is treated as a partnership for federal and state income tax purposes and, accordingly, its income or loss is taxable directly to its members.
| (g) | Use of Estimates |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Company to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates.
(Continued)
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STATION VENTURE HOLDINGS, LLC
(A Limited Liability Company)
Notes to Financial Statements
December 31, 2009 and 2008
(Dollars in thousands)
| (2) | Limited Partnership Interest in Station Venture Operations, LP |
The Company holds a 99.75% limited partnership interest in Station Venture Operations. Station Venture Operations operates two television stations serving the San Diego, California and Dallas-Ft. Worth, Texas areas. Initial capital contributions in Station Venture Operations totaled $254,222 of which, $252,012 was contributed by the Company and $2,210 was contributed by NBCTL.
Summarized balance sheets for Station Venture Operations at December 31, 2009 and 2008 are as follows:
| Assets | 2009 | 2008 | ||||||
| Cash | $ | 4,381 | $ | 5,807 | ||||
| Accounts receivable, net and other | 29,302 | 27,883 | ||||||
| Property and equipment, net | 16,065 | 19,195 | ||||||
| Goodwill, net | 186,169 | 186,169 | ||||||
| $ | 235,917 | $ | 239,054 | |||||
| Liabilities and Partners’ Capital | ||||||||
| Accounts payable and other | $ | 11,733 | $ | 13,313 | ||||
| Due to affiliates, net | 26,833 | 8,368 | ||||||
| Partners’ captial | 197,351 | 217,373 | ||||||
| $ | 235,917 | $ | 239,054 | |||||
Summarized statements of operations for Station Venture Operations for each of the years in the three-year period ended December 31, 2009 are as follows:
| 2009 | 2008 | 2007 | ||||||||||
| Net revenue | $ | 105,584 | $ | 139,200 | $ | 157,242 | ||||||
| Other expenses, net | (74,406 | ) | (74,938 | ) | (80,250 | ) | ||||||
| Net income | $ | 31,178 | $ | 64,262 | $ | 76,992 | ||||||
| Company's share of net income | $ | 31,100 | $ | 64,101 | $ | 76,800 | ||||||
(Continued)
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STATION VENTURE HOLDINGS, LLC
(A Limited Liability Company)
Notes to Financial Statements
December 31, 2009 and 2008
(Dollars in thousands)
| (3) | Related-Party Note Payable |
Related-party note payable at December 31, 2009 and 2008 is as follows:
| 2009 | 2008 | |||||||
| Note Payable, dated March 2, 1998, to General Electric Capital Corp. (GECC), a wholly owned subsidiary of GE, interest payable quarterly through March 2, 2023, bearing interest at 8% until March 2, 2013 and thereafter at 9%; maturing on March 2, 2023 | $ | 815,500 | $ | 815,500 | ||||
At December 31, 2009 and 2008, the Note payable of $815,500, due March 2023, represents long-term debt contributed by LIN-Texas upon formation of the Company. The Company may, without penalty, prepay this Note payable. This Note payable is guaranteed by LIN TV. Occurrence of any event of default allows GECC to increase the interest rate, accelerate payment of the loan and/or terminate future funding, in addition to the exercise of legal remedies, including foreclosing on collateral. Substantially all of the Company’s assets are pledged to GECC as collateral.
Interest expense totaled $66,146 in each of the years in the three-year period ended December 31, 2009. At December 31, 2009 and 2008, interest payable to GECC totaled $544 and $362, respectively.
| (4) | Commitments and Contingencies |
From time to time, the Company may be subject to routine litigation incidental to its business. Management believes, based in part on the advice of legal counsel, that the results of pending legal proceedings will not materially affect the Company’s financial position, results of operations, or liquidity.
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