FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 1996
--------------------
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____________________ to _____________________
Commission file number: 0-12743
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PARK COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 16-0986694
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1700 Vine Center Office Tower
333 West Vine Street
Lexington, Kentucky 40507
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (606) 252-7275
-----------------
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 No X
--------- ----------
On November 14, 1996, the registrant had outstanding 10,628,571.43 shares
of Common Stock, $.0001 par value.
PARK COMMUNICATIONS, INC.
INDEX
___________________________
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 1996 (Unaudited)
and December 31, 1995 . . . . . . . . . . . . . . . . . . . . . 2
Condensed Consolidated Statements of Income and Retained Earnings for the
three months and nine months ended September 30, 1996, the three months
ended September 30, 1995, the period from January 1, 1995 to May 10,
1995 and the period from May 11, 1995 to September 30, 1995
(Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . 3 - 4
Condensed Consolidated Statements of Cash Flows for the nine months ended
September 30, 1996, the period from January 1, 1995 to May 10, 1995 and
the period from May 11, 1995 to September 30, 1995 (Unaudited). 5
Notes to Condensed Consolidated Unaudited Financial Statements. . . . 6 - 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . 8 - 13
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders. . . . . 14
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 14 - 16
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
PARK COMMUNICATIONS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Dollars in Thousands)
New Park
----------------------------
September 30 December 31
1996 1995
------------- -------------
Assets: (Unaudited)
Current Assets:
Cash and cash equivalents............................. $ 49,868 $ 19,026
Accounts receivable, less allowance for doubtful
accounts of $759 in 1996 and $807 in 1995........... 19,382 26,544
Inventory............................................. 937 1,265
Film contracts........................................ 2,198 2,717
Notes receivable related party........................ 600 ---
Other................................................. 2,189 2,844
---------- ----------
Total current assets................................ 75,174 52,396
---------- ----------
Property, Plant & Equipment:
Property Plant & Equipment............................ 75,484 90,463
Less accumulated depreciation and amortization........ (11,954) (6,068)
---------- ----------
63,530 84,395
Intangible assets, net................................. 504,544 635,447
Film contracts......................................... 2,887 2,787
Other assets........................................... 24,621 7,757
---------- ----------
$670,756 $782,782
========== ==========
Liabilities and Stockholder's Equity
Current Liabilities:
Current maturities of long-term debt.................. 465 $ 465
Current maturities of film contracts.................. 2,929 2,619
Accounts payable...................................... 4,665 3,313
Consulting/non-compete contracts...................... 785 849
Interest.............................................. 22,083 26,391
Income taxes.......................................... 15,338 2,124
Accrued liabilities................................... 3,768 4,075
Deferred income....................................... 3,128 3,156
---------- ----------
Total current liabilities........................... 53,161 42,992
Long-term debt......................................... 468,000 581,604
Long-term film contracts............................... 3,255 2,481
Deferred income........................................ 7,960 4,549
Consulting/non-compete contracts....................... 2,209 2,851
Deferred income taxes.................................. 129,944 165,733
Other liabilities...................................... 790 ---
---------- ----------
Total liabilities.................................... 665,319 800,210
========== ==========
Commitments
Stockholder's Equity:
Common Stock - $.0001 par value:
Authorized 15,000,000 shares; Issued and outstanding
10,628,571 shares................................... 1 ---
Paid in capital....................................... 2,556 ---
Retained earnings (deficit)........................... 2,880 (17,428)
---------- ----------
Total stockholder's equity (deficit)................... 5,437 (17,428)
---------- ----------
$670,756 $782,782
========== ==========
<FN>
The accompanying notes are an integral part of the condensed consolidated
unaudited financial statements.
PARK COMMUNICATIONS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Retained Earnings
(Dollars and Shares in Thousands Except Earnings Per Share)
New Park
-------------------
Nine Months Ended Period
------------------- ---------------------
Pro forma New Park Old Park
--------- ---------- ----------
Sept. 30 Sept. 30 5/11/95- 1/01/95-
1996 1995 9/30/95 5/10/95
------------------- ----------------------
(Unaudited) (Unaudited)
Revenue:
Broadcasting revenue.......................... $ 57,377 $ 56,072 $ 29,336 $ 26,735
Newspaper revenue............................. 59,110 58,045 30,864 27,181
---------- ---------- ---------- ----------
Gross revenue................................. 116,487 114,117 60,200 53,916
Less agency and national representative
commissions.................................. 8,408 8,333 4,332 4,001
---------- ---------- ---------- ----------
Net revenue................................... 108,079 105,784 55,868 49,915
Operating expenses:
Cost of sales (exclusive of amortization and
depreciation)................................ 44,570 40,582 20,267 20,315
Selling, general and administrative........... 32,641 26,484 14,976 11,509
Depreciation.................................. 6,867 6,062 3,124 2,499
Amortization.................................. 8,166 8,533 4,443 786
Amortization of excess of cost over net
assets acquired.............................. 3,202 3,261 1,834 715
---------- ---------- ---------- ----------
95,446 84,922 44,644 35,824
---------- ---------- ---------- ----------
Operating income........................... 12,633 20,862 11,224 14,091
Interest expense............................... (46,657) (49,117) (25,468) (67)
Interest income................................ 1,127 1,016 699 3,181
Other income (expense)......................... (1,811) (210) 68 (10,693)
---------- ---------- ---------- ----------
(Loss) income from continuing operations
before income taxes........................ (34,708) (27,449) (13,477) 6,512
Provision (benefit) for income taxes........... (12,041) (9,379) (4,605) 5,954
---------- ---------- ---------- ----------
(Loss) income from continuing
operations................................. (22,667) $(18,070) (8,872) 558
==========
(Loss) income from discontinued operations,
net of income taxes (benefit) of $(4,661)
in 1996 and $(3,056) in 1995............... (6,379) (2,507) 125
Gain on sale of discontinued operations, net
of income taxes of $48,459 in 1996......... 49,354 --- ---
---------- ---------- ----------
Net income (loss).............................. 20,308 (11,379) 683
Retained earnings (deficit),
beginning of period........................... (17,428) --- 263,535
---------- ---------- ----------
Retained earnings (deficit), end of period..... $ 2,880 $(11,379) $264,218
========== ========== ==========
Earnings (loss) per share:
Continuing operations......................... (2.13) (1.70)
Discontinued operations....................... 4.04 ---
---------- ----------
Net earnings.................................. 1.91 (1.70)
========== ==========
Average shares................................. 10,629 10,629
<FN>
The accompanying notes are an integral part of the condensed consolidated
unaudited financial statements.
/TABLE
PARK COMMUNICATIONS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Retained Earnings
(Dollars and Shares in Thousands Except Earnings Per Share)
New Park
----------------------
Three Months Ended
----------------------
Sept. 30 Sept. 30
1996 1995
---------- ----------
(Unaudited)
Revenue:
Broadcasting revenue.......................... $ 19,303 $ 18,026
Newspaper revenue............................. 20,306 19,555
---------- ----------
Gross revenue................................. 39,609 37,581
Less agency and national representative
commissions.................................. 2,817 2,625
---------- ----------
Net revenue................................... 36,792 34,956
Operating expenses:
Cost of sales (exclusive of amortization and
depreciation)................................ 14,312 10,948
Selling, general and administrative........... 12,225 11,556
Depreciation.................................. 2,288 1,994
Amortization.................................. 2,782 2,870
Amortization of excess of cost over net
assets acquired.............................. 1,031 1,285
---------- ----------
32,638 28,653
---------- ----------
Operating income........................... 4,154 6,303
Interest expense............................... (14,879) (16,212)
Interest income................................ 580 399
Other income (expense)......................... (1,595) (195)
---------- ----------
(Loss) income from continuing operations and
before income taxes........................ (11,740) (9,705)
Provision (benefit) for income taxes........... (3,861) (3,069)
---------- ----------
(Loss) income from continuing operations.... (7,879) (6,636)
(Loss) income from discontinued operations,
net of income taxes (benefit) of $(1,114)
in 1996 and $(1,145) in 1995............... 343 (1,725)
(Loss) on sale of discontinued operations, net
of income taxes of $2,720 in 1996.......... (4,319) ---
---------- ----------
Net income (loss).............................. (11,855) (8,361)
Retained earnings (deficit),
beginning of period........................... 14,735 (3,018)
---------- ----------
Retained earnings (deficit), end of period..... $ 2,880 $(11,379)
========== ==========
Earnings (loss) per share:
Continuing operations......................... $ (0.74) $ (0.62)
Discontinued operations....................... (0.39) (0.17)
---------- ----------
Net earnings.................................. $ (1.13) $ (0.79)
========== ==========
Average shares................................. 10,629 10,629
<FN>
The accompanying notes are an integral part of the condensed consolidated unaudited
financial statements.
/TABLE
PARK COMMUNICATIONS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Dollars in Thousands)
Nine Months Ended Period
----------------- ----------------------
New Park New Park Old Park
------------- ---------- -----------
September 30 5/11/95- 1/01/95-
1996 9/30/95 5/10/95
------------- ---------- ----------
(Unaudited) (Unaudited)
Operating Activities:
Net income (loss)...................................... $ 20,308 $(11,255) $ 683
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Gain on sale of discontinued operations, exclusive
of income tax......................................... (97,813)
Depreciation and amortization.......................... 20,384 11,363 5,485
Amortization of film contract rights and
consulting/non-compete contracts included in
operating expenses.................................... 2,846 1,195 2,352
Amortization of debt issue costs, debt discounts and
warrants.............................................. 3,945
Payments on film contract liabilities.................. (2,290) (1,246) (2,117)
Payments on consulting/non-compete contracts........... (691) (336) (351)
Provision for losses on accounts receivable............ 387 623 (69)
Provision for deferred income taxes.................... (35,789) (51) (369)
Loss on sale of property, plant and equipment.......... 1,066 --- 856
Changes in operating assets and liabilities net
of effects from the purchase and disposal of
companies:
Accounts receivable................................... 6,775 1,218 (2,351)
Inventory and other assets............................ 796 113 607
Accounts payable and accrued liabilities.............. 20,380 19,477 (295)
Deferred income....................................... 3,383 (300) 332
---------- ---------- ----------
Net cash provided by (used in) operating
activities....................................... (56,313) 20,801 4,763
---------- ---------- ----------
Investing Activities:
Proceeds from (purchase of) short term investments..... --- (29,500) 59,431
Purchases of property, plant and equipment............. (9,875) (2,459) (2,000)
Proceeds from sale of property, plant, and equipment... 425 --- ---
Advance to related party............................... (600) --- ---
Proceeds from sales of discontinued operations, net
of selling expenses................................... 228,510 --- ---
Increase in other assets............................... (330) --- 671
---------- ---------- ----------
Net cash provided by (used in) investing
activities....................................... 218,130 (31,959) 58,102
---------- ---------- ----------
Financing Activities:
Proceeds from issuance of warrants..................... 2,800
Proceeds from new debt................................. 525,151 5,000
Debt issue costs....................................... (19,922)
Principal payments on long-term debt................... (639,004) (1,094) (267)
---------- ---------- ----------
Net cash used in financing
activities...................................... (130,975) 3,906 (267)
---------- ---------- ----------
(Decrease) increase in cash.......................... 30,842 (7,252) 62,598
Cash and cash equivalents beginning of period........... 19,026 11,425 84,069
---------- ---------- ----------
Cash and cash equivalents end of period................. $ 49,868 $ 4,173 $146,667
========== ========== ==========
<FN>
The accompanying notes are an integral part of the condensed consolidated
unaudited financial statements.
/TABLE
PARK COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying condensed interim financial statements are unaudited; however,
in the opinion of the Company's management, all adjustments (which comprise
only normal and recurring accruals) necessary for a fair presentation of the
interim financial results have been included. The results for the interim
periods are not necessarily indicative of results to be expected for the entire
year. These financial statements and notes should be read in conjunction with
the Company's audited annual consolidated financial statements for the year
ended December 31, 1995.
As discussed in the December 31, 1995 consolidated financial statements, the
Company was acquired by Park Acquisitions, Inc. on May 11, 1995 in a
transaction accounted for as a purchase. The purchase price and an allocable
portion of debt have been "pushed down" to the financial statements of the
Company's wholly owned subsidiaries, Park Broadcasting, Inc. and Park
Newspapers, Inc., and, as a result, the post-acquisition (New Park)
consolidated financial statements are not comparable to the pre-acquisition
(Old Park) consolidated financial statements.
2. Discontinued Operations
As of September 30, 1996, the Company has sold all of its radio stations. The
results of the radio division are included in the single line of the income
statement labeled "(Loss) income from discontinued operations." The gain on
the sale is included in the single line on the income statement labeled "Gain
on sale of discontinued operations." The corporate operating expenses allocated
to radio are $463,000 for the nine-month period ended September 30, 1996,
$183,000 for the period of 1/1/95 - 5/10/95, and $200,000 for the period of
5/11/95 - 9/30/95. The corporate overhead allocated to radio for the quarter
ended September 30 was $35,000 for 1996 and $128,000 for 1995. The following
is a summary of revenue and income (loss) of the radio broadcasting properties
for the nine months and three months ended September 30 (dollars in thousands):
Nine Months Ended Three Months Ended
1996 1995 1996 1995
--------- --------- --------- ---------
Revenue........................ $14,023 $23,974 $ 713 $11,570
========= ========= ========= =========
Operating (loss) income........ $ (465) $ 2,391 $ 379 $ 1,263
========= ========= ========= =========
3. Refinancing
On May 13, 1996, Park Communications, Inc. (the "Company") refinanced its
existing debt through the issuance of three separate debt offerings and a short
term Senior Credit Facility. The Company issued $80.0 million in principal
amount of 13 3/4% Senior Pay-in-Kind Notes due 2004 (the "Offering"). Interest
on such notes (the "Notes") will be payable semi-annually in arrears on May 15
and November 15 of each year, commencing November 15, 1996. Through May 15,
1999, interest is payable at the option of the Company by the issuance of
additional notes in lieu of cash. After May 15, 1999, interest is payable in
cash. The Notes were issued with warrants entitling the holder to purchase one
share of Common Stock, par value $0.0001 per share, of the Company at an
exercise price of $0.01 per share. The warrants will be exercisable at any time
on or after the date of the occurrence of the earliest of: (i) immediately prior
to the occurrence of a Change of Control, (ii) the 180th day (or such fewer
number of days as determined by the Company in its sole discretion) after the
consummation of a Public Equity Offering, (iii) the 90th day after the
Registration Election Date (which is on or within a date 60 days after May 15,
2001), (iv) the approval by the holders of the capital stock of the Company of
any Plan of Liquidation of the Company and (v) the 180th day prior to May 15,
2004. The number of shares of Common Stock of the Company for which, and the
price per share at which, a warrant is exercisable are subject to adjustment
upon the occurrence of certain events as provided in the Warrant Agreement.
Upon exercise, the holders of warrants would be entitled in the aggregate to
purchase 7% of the Common Stock of the Company on a fully diluted basis. In
addition, in the event the Company does not consummate a Public Equity Offering
or one or any series of substantially concurrent Strategic Equity Investments
on or prior to December 31, 1997, resulting in net proceeds to the Company of
$40.0 million, the Company will be obligated
to issue warrants (contingent warrants) to the holders of the Notes exercisable
for 3% of the Common Stock of the Company on a fully diluted basis as of the
date of such issuance. The proceeds of the Offering were allocated to the
Notes and warrants based on their relative fair values in the amounts of $77.2
and $2.8 million, respectively. The $2.8 million allocated to the warrants
were recorded as additional paid in capital on the Company's financial
statements. Concurrently with the Offering, Park Newspapers, Inc. issued
$155.0 million in principal amount of 11 7/8% Senior Notes due 2004 ("Newspapers
Notes") at an offering price of 100%, and Park Broadcasting, Inc. issued $241.0
million in principal amount of 11 3/4% Senior Notes due 2004 ("Broadcasting
Notes") at an offering price of 97.49% or $235.0 million. Such discount on the
Broadcasting Notes will be amortized over the life of the Broadcasting Notes
using the effective yield method. Interest on the Broadcasting Notes and the
Newspapers Notes will be payable in cash semi-annually on May 15 and November
15 of each year, commencing November 15, 1996.
The Company will be obligated to make an offer to repurchase all or a portion
of the Notes then outstanding at a price equal to 112% of the aggregate
principal amount thereof plus accrued and unpaid interest, if any, to the date
of repurchase with the net proceeds of any Public Equity Offering or Strategic
Equity Investment consummated on or prior to December 31, 1997, to the extent
that the proceeds therefrom have not been (or will not be pursuant to a notice
of redemption given) utilized to effect a redemption of the Notes and the
amount not so utilized exceeds $2.0 million. Upon a Change of Control
Triggering Event, each holder of the Notes will have the right to require the
Company to offer to purchase such holder's Notes at a price equal to 101% of
the principal amount plus accrued and unpaid interest, if any, to the date of
purchase. In addition, the Company will be obligated to offer to repurchase
the Notes at 100% of their principal amount plus accrued and unpaid interest,
if any, to the date of repurchase in the event of certain asset sales.
The Notes were issued under an indenture containing covenants which, among
other things, limit or restrict the Company's ability to incur additional
indebtedness, pay cash dividends or make other payments affecting restricted
subsidiaries, sell assets, incur liens, make capital contributions, change
lines of business and enter into transactions with affiliates.
In addition to the above offerings, the Company entered into a short term $58.0
million Senior Credit Facility with a consortium of lenders. Interest was
payable at a variable rate and the debt was due on November 13, 1996. Such
amount borrowed under the Senior Credit Facility was repaid entirely in May and
June of 1996 with the proceeds of the sale of certain Radio Station Assets.
Interest expense under the Senior Credit Facility of $2,657,000 has been
included in discontinued operations.
4. Sale of Company
On July 19, 1996, the stockholders of Park Acquisitions, Inc., the sole
stockholder of the Company, agreed to sell 100% of their stock in a cash merger
to Media General, Inc. for total consideration of approximately $710.0 million.
Consummation of the merger is subject to certain conditions, including receipt
of the consent of the Federal Communications Commission to the transfer of
control.
5. Other Information.
On October 10, 1996, the Company exchanged $80,000,000 in principal amount of
its Series B 13 3/4% Senior Pay-in-Kind Notes due 2004 (the "Series B Notes")
for a like amount of its 13 3/4% Senior Pay-in-Kind Notes due 2004(the "Initial
Notes"). The exchange was made in connection with the Company's exchange offer
made pursuant to its Prospectus dated September 6, 1996. The form and terms of
the Series B Notes are the same as the form and terms of the Initial Notes
(which they replace) except that the Series B Notes bear a "Series B"
designation and have been registered under the Securities Act of 1933, as
amended, and, therefore, do not bear legends restricting their transfer.
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations.
----------------------
Overview of Operations
- ----------------------
The Company is a holding company that owns 100% of the common stock of its
two subsidiaries, Park Broadcasting, Inc. ("Park Broadcasting") and Park
Newspapers, Inc ("Park Newspapers").
Park Broadcasting through its subsidiaries owns and operates nine network
affiliated television stations: five CBS affiliates, two NBC affiliates, and
two ABC affiliates. Park Broadcasting has entered into a definitive purchase
agreement to acquire an additional ABC affiliate in Montgomery, Alabama for
$6.0 million; $4.9 million of such amount has been paid. As of September 30,
1996, Park Broadcasting divested all of its 22 radio stations.
Park Newspapers through its subsidiaries owns and operates 104 community
newspapers and related publications.
Park Communications. The Company incurs certain expenses associated with
providing management supervisory functions, internal auditing, consolidated
financial statement and tax preparation, centralized cash management services,
benefits administration and other corporate services to Park Broadcasting and
Park Newspapers. These expenses are allocated to Park Broadcasting and Park
Newspapers.
Park Broadcasting. The net revenue of Park Broadcasting is derived
primarily from local and national advertising revenue, and to a much lesser
extent, from compensation paid by the networks to the stations for broadcasting
network programs. The primary operating expenses involved in owning and
operating television stations are employee compensation, programming, news
gathering, production, promotion and the solicitation of advertising.
Park Newspapers. Revenue of Park Newspapers is derived primarily from
advertising revenue and to a lesser extent from paid circulation and commercial
print jobs. The primary operating expenses involved in owning and operating
newspaper publications are employee compensation, newsprint, circulation
delivery costs, news gathering and the solicitation of advertising.
Seasonality/Cyclicality of the Business. The Company's advertising
revenue is generally the highest in the second and fourth quarters of each
year. The increase is due to increased advertising in the spring and in the
periods leading up to and including the Christmas holiday season. In addition,
political advertising increases the Company's revenue during election years and
is typically heaviest during the fourth quarters of those years. However,
management believes that fluctuations in its political advertising revenue are
tempered by the levels of political activity in the areas in which it operates.
Results of Operations
- ---------------------
Quarter ended September 30, 1996 (unaudited) Compared with Quarter Ended
September 30, 1995 (unaudited)
Revenue
Broadcasting. Gross revenue for the quarter ended September 30, 1996 was
$19.3 million compared to $18.0 million for the quarter ended September 30,
1995, an increase of $1.3 million, or 7.2%. The revenue increase in the third
quarter of 1996 was due to increased political and local advertising revenue,
partially offset by a decline in national advertising revenue.
Newspapers. Gross revenue for the quarter ended September 30, 1996 was
$20.3 million compared to $19.6 million for the quarter ended September 30,
1995, an increase of $0.7 million, or 3.6%. Revenue for the third quarter of
1996 increased due to improved advertising revenue.
Operating Expenses
Broadcasting. Operating expenses (excluding depreciation and amortization)
for the quarter ended September 30, 1996 were $11.1 million compared to $8.9
million for the quarter ended September 30, 1995, an increase of $2.2 million,
or 24.7%. This expense increase resulted from a number of factors that were a
result of the implementation of the Company's business and operating strategy,
including approximately $0.8 million from the cost of upgrading the news staff
and operations of WBMG-TV in Birmingham, Alabama and approximately $0.7 million
in increased television station promotion and programming costs, resulting from
approximately $0.5 million from the markdown of certain syndicated programs at
several of the Company's television stations.
Depreciation and amortization was $4.1 million for the quarter ended
September 30, 1996 and for the quarter ended September 30, 1995. As a
percentage of gross broadcast revenue, depreciation and amortization was 21.2%
for the quarter ended September 30, 1996 compared to 22.8% for the quarter
ended September 30, 1995.
Newspapers. Operating expenses (excluding depreciation and amortization)
for the quarter ended September 30, 1996 were $15.4 million compared to $13.6
million for the quarter ended September 30, 1995, an increase of $1.8 million,
or 13.2%. The dollar increase was primarily due to increased costs related to
upgrading the sales staffs.
Newsprint expenses for the quarter ended September 30, 1996 were $2.2
million compared to $2.1 million for the quarter ended September 30, 1995, an
increase of $0.1 million, or 4.8%. The increase was primarily a result of
industry-wide higher newsprint prices. However, newsprint prices have
decreased significantly since June, 1996.
Depreciation and amortization for the quarter ended September 30, 1996 was
$2.1 million compared to $2.0 million for the quarter ended September 30, 1995,
an increase of $0.1 million, or 5.0%. As a percentage of newspaper revenue,
depreciation and amortization was 10.3% for the quarter ended September 30,
1996 compared to 10.2% for the quarter ended September 30, 1995.
Operating Income
Broadcasting. Operating income for the quarter ended September 30, 1996
was $1.3 million compared to $2.4 million for the quarter ended September 30,
1995, a decrease of $1.1 million, or 45.8%. The decrease was a result of the
increase in expenses discussed above more than offsetting the increase in
revenue. Operating income includes $0.4 million and $0.3 million of allocated
Central Corporate Overhead for the quarters ended September 30, 1996 and
September 30, 1995, respectively. Operating income for the quarters ended
September 30, 1996 and September 30, 1995 does not include $1.1 million of cash
network compensation received pursuant to the Company's affiliation agreements,
but not recognized as revenue.
Newspapers. Operating income for the quarter ended September 30, 1996 was
$2.7 million compared to $3.9 million for the quarter ended September 30, 1995,
a decrease of $1.2 million, or 30.8%. The decrease was a result of expenses
increasing more than operating revenue as described above. Operating income
includes $0.7 million of allocated Central Corporate Overhead for both the
quarters ended September 30, 1996 and September 30, 1995.
Interest Expense
Broadcasting. Interest expense for the quarter ended September 30, 1996
was $7.3 million compared to $10.6 million for the quarter ended September 30,
1995. The decrease in interest expense was due to the decrease in total
debt and interest rates as a result of the recently completed refinancing.
Newspapers. Interest expense for the quarter ended September 30, 1996
was $4.7 million compared to $5.6 million for the quarter ended September 30,
1995. The decrease was due to the decrease in total debt and interest rates as
a result of the recently completed refinancing.
Income Taxes
Broadcasting. Income taxes (benefit) for the quarter ended September 30,
1996 were ($1.6) million compared to ($2.9) million for the quarter ended
September 30, 1995, a decrease in the benefit of $1.3 million, or 44.8%. The
decrease in the benefit is due to the decrease in the taxable loss which is the
result of the decrease in interest expense, partially offset by the decrease in
operating income. The effective tax benefit rate for the three month period
ended September 30, 1996 was 29%, compared to an effective tax benefit rate of
35% for the same period in 1995. The change in the effective tax rate is
partially due to amortization of nondeductible goodwill being a larger
component of the loss before income taxes in the three month period ended
September 30, 1996 than in the same period in 1995. (see "Income Taxes" below).
Newspapers. Income taxes (benefit) were ($1.1) million for the quarter
ended September 30, 1996 compared to ($0.5) million for the quarter ended
September 30, 1995. The tax benefit increase is due to the increased taxable
loss, primarily the result of the decrease in operating income. The effective
tax benefit rate for the three month period ended September 30, 1996 was 35%,
compared to an effective tax benefit rate of 28% for the same period in 1995.
The change in the effective tax rate is due to amortization of nondeductible
goodwill being a larger component of the loss before income taxes in the three
month period ended September 30, 1995 than in the same period in 1996. (see
"Income Taxes" below).
(Loss) Income from Continuing Operations
Broadcasting. (Loss) income from continuing operations for the quarter
ended September 30, 1996 was ($3.9) million compared to ($5.3) million for the
quarter ended September 30, 1995, a decrease in the loss of $1.4 million.
Newspapers. (Loss) income from continuing operations for the quarter
ended September 30, 1996 was ($2.1) million compared to ($1.2) million for the
quarter ended September 30, 1995, an increase in the loss of $0.9 million.
Discontinued Operations
The discontinued operations consist of the Company's radio station
operations. Net (loss) income for the radio station operations for the quarter
ended September 30, 1996 was $0.3 million compared to ($1.7) million for the
quarter ended September 30, 1995. On December 26, 1995, the Company announced
its intention to divest all of its radio station operations on an individual
basis. The segment has produced operating profits before interest expense,
depreciation and amortization. The results of operations of the radio station
operations are included in the single line of the income statement labeled
"(loss) income from discontinued operations." In the third quarter of 1996,
the Company sold the last four of its radio stations resulting in a loss, net
of taxes, of $4.3 million. This amount is included in the single line of the
income statement labeled "gain on sale of discontinued operations."
Nine Months ended September 30, 1996 (unaudited) Compared with Nine Months
Ended September 30, 1995 (pro forma unaudited)
Revenue
Broadcasting. Gross revenue for the nine months ended September 30, 1996
was $57.4 million compared to $56.1 million for the nine months ended September
30, 1995, an increase of $1.3 million, or 2.3%. The revenue
increase for the first nine months was due primarily to increased political and
local advertising revenue, partially offset by a decline in national
advertising revenue and was dampened by the adverse effect in the first quarter
of severe winter weather in many of the markets the Company serves. Major snow
and ice storms in January and February caused many advertisers to close their
businesses and cancel scheduled advertising.
Newspapers. Gross revenue for the nine months ended September 30, 1996
was $59.1 million compared to $58.0 million for the nine months ended September
30, 1995, an increase of $1.1 million, or 1.9%. Revenue for the first nine
months of 1996 was up, due to increased advertising revenue. However, the
increase in revenue for the first nine months of 1996 was dampened by severe
winter weather in many of the markets the Company serves in the first quarter.
Major snow and ice storms in January and February caused many advertisers to
close their businesses and cancel scheduled advertising.
Operating Expenses
Broadcasting. Operating expenses (excluding depreciation and
amortization) for the nine months ended September 30, 1996 were $31.1 million
compared to $25.9 million for the nine months ended September 30, 1995, an
increase of $5.2 million, or 20.1%. This expense increase resulted from a
number of factors that were a result of the implementation of the Company's
business and operating strategy, including approximately $1.7 million from the
cost of upgrading the news staff and operations of WBMG-TV in Birmingham,
Alabama and approximately $1.7 million in increased television station
promotion and programming costs, resulting from approximately $0.5 million from
the markdown of certain syndicated programs at several of the Company's
television stations.
Depreciation and amortization for the nine months ended September 30, 1996
was $12.0 million compared to $12.1 million for the nine months ended September
30, 1995, a decrease of $0.1 million, or 0.8%. As a percentage of gross
broadcast revenue, depreciation and amortization was 20.9% for the nine months
ended September 30, 1996 compared to 21.6% for the nine months ended September
30, 1995.
Newspapers. Operating expenses (excluding depreciation and amortization)
for the nine months ended September 30, 1996 were $45.4 million compared to
$41.2 million for the nine months ended September 30, 1995, an increase of $4.2
million, or 10.2%. The dollar increase was primarily due to increased
newsprint costs and increased costs related to upgrading the sales staffs.
Newsprint expenses for the nine months ended September 30, 1996 were $6.9
million compared to $5.8 million for the nine months ended September 30, 1995,
an increase of $1.1 million, or 19.0%. The increase was primarily a result of
industry-wide higher newsprint prices. Newsprint prices have decreased
significantly since June, 1996.
Depreciation and amortization for the nine months ended September 30, 1996
was $6.5 million compared to $6.1 million for the nine months ended September
30, 1995, an increase of $0.4 million, or 6.6%. As a percentage of newspaper
revenue, depreciation and amortization was 11.0% for the nine months ended
September 30, 1996 compared to 10.5% for the nine months ended September 30,
1995.
Operating Income
Broadcasting. Operating income for the nine months ended September 30,
1996 was $5.9 million compared to $9.8 million for the nine months ended
September 30, 1995, a decrease of $3.9 million, or 39.8%. The decrease was a
result of the increase in expenses discussed above more than offsetting the
increase in revenue. Operating income includes $1.3 million and $0.9 million
of allocated Central Corporate Overhead for the nine months ended September 30,
1996 and September 30, 1995, respectively. Operating income for the nine
months ended September 30, 1996 and September 30, 1995 does not include $3.4
million of cash network compensation received pursuant to the Company's
affiliation agreements, but not recognized as revenue.
Newspapers. Operating income for the nine months ended September 30,
1996 was $7.2 million compared to $10.7 million for the nine months ended
September 30, 1995, a decrease of $3.5 million, or 32.7%. The decrease was a
result of expenses increasing more than operating revenue as described above.
Operating income includes $2.0 million and $1.7 million of allocated Central
Corporate Overhead for the nine months ended September 30, 1996 and September
30, 1995, respectively.
Interest Expense
Broadcasting. Interest expense for the nine months ended September 30,
1996 was $25.7 million compared to $30.6 million for the nine months ended
September 30, 1995. The decrease was due to the decrease in total debt and
interest rates as a result of the recently completed refinancing.
Newspapers. Interest expense for the nine months ended September 30, 1996
was $15.5 million compared to $17.0 million for the nine months ended September
30, 1995. The decrease was due to the decrease in total debt and interest
rates as a result of the recently completed refinancing.
Income Taxes
Broadcasting. Income taxes (benefit) for the nine months ended September
30, 1996 were ($6.6) million compared to ($7.4) million for the nine months
ended September 30, 1995, a decrease in the benefit of $0.8 million, or 10.8%.
The decrease in the benefit is due to the decrease in the taxable loss which is
the result of the decrease in interest expense, partially offset by the
decrease in operating income. The effective tax benefit rate for the nine
months ended September 30, 1996 was 34%, compared to an effective tax benefit
rate of 36% for the nine months ended September 30, 1995. The change in the
effective rate is due to amortization of nondeductible goodwill being a larger
component of the loss before income taxes in the nine month period ended
September 30, 1996 than in the same period in 1995. (see "Income Taxes"
below).
Newspapers. Income taxes (benefit) for the nine months ended September 30,
1996 were ($3.3) million compared to ($2.0) million for the nine months ended
September 30, 1995, an increase in the benefit of $1.3 million. The increase
in the benefit was due to the increase in the taxable loss, primarily the
result of the decrease in operating income. The effective tax benefit rate for
the nine months ended September 30, 1996 was 35%, compared to an effective tax
benefit rate of 31% for the nine months ended September 30, 1995. The change
in the effective tax rate is due primarily to amortization of non-deductible
goodwill being a larger component of the loss before income taxes in the nine
month period ended September 30, 1995 than in the same period in 1996 (see
"Income Taxes" below).
(Loss) Income from Continuing Operations
Broadcasting. (Loss) income from continuing operations for the nine
months ended September 30, 1996 was ($12.7) million compared to ($13.5) million
for the nine months ended September 30, 1995, a decrease in the loss of $0.8
million.
Newspapers. (Loss) income from continuing operations for the nine
months ended September 30, 1996 was ($6.1) million compared to ($4.4) million
for the nine months ended September 30, 1995, an increase in the loss of $1.7
million.
Discontinued Operations
The discontinued operations consist of the Company's radio station
operations. Net (loss) income for the radio station operations for the nine
months ended September 30, 1996 was ($6.4) million compared to ($2.4) million
for the nine months ended September 30, 1995. On December 26, 1995, the
Company announced its intention to divest
all of its radio station operations on an individual basis. The segment has
produced operating profits before interest expense, depreciation and
amortization. The results of operations of the radio station operations are
included in the single line of the income statement labeled "(loss) income from
discontinued operations." During the first nine months of 1996, the Company
sold all of its 22 radio stations resulting in a gain, net of taxes, of $49.4
million. This amount is included in the single line of the income statement
labeled "gain on sale of discontinued operations."
Liquidity and Capital Resources
The Company is a holding company and therefore derives substantially all
of its cash flow from its subsidiaries. The Company's primary sources of
liquidity in the future will be dividends from its subsidiaries and tax sharing
payments pursuant to a tax sharing agreement among the Company and its
subsidiaries. The Company's subsidiaries' principal source of liquidity is net
cash provided by operating activities. Net cash provided by operating
activities of Park Broadcasting was ($56.3) million for the nine month period
ended September 30, 1996 compared to $25.6 million for the nine month period
ended September 30, 1995. For Park Broadcasting, the variance was primarily
due to increased income tax and interest payments made in 1996, compared to
1995, of approximately $36.8 million and $38.5 million, respectively. The
increased tax payments resulted from the 1996 sale of the Company's radio
stations. The increased interest payments were due to an absence of long-term
debt until May 11, 1995, when the Company was acquired by Park Acquisitions,
Inc. Net cash provided by operating activities of Park Newspapers was $0.2
million for the nine month period ended September 30, 1996 compared to $15.7
million for the nine month period ended September 30, 1995. For Park
Newspapers, the variance was primarily due to increased interest payments made
in 1996, compared to 1995, of approximately $16.0 million. The increased
interest payments were due to an absence of long-term debt until May 11, 1995,
when the Company was acquired by Park Acquisitions, Inc. The Company believes
it will have sufficient liquidity to meet its future capital expenditure and
working capital requirements, debt service and other obligations.
Capital expenditures of Park Broadcasting for the nine months ended
September 30, 1996 were $8.4 million compared to $3.2 million for the nine
months ended September 30, 1995. Capital expenditures of Park Newspapers for
the nine months ended September 30, 1996 were $1.4 million compared to $1.0
million for the nine months ended September 30, 1995. Historically, the
Company has financed capital expenditures through internally generated cash
flow. The Company expects to finance capital expenditures in the future
primarily through cash flow from operations.
On May 13, 1996, the Company sold 13 3/4% Senior Pay-In-Kind Notes due
2004 in the principal amount of $80.0 million as part of a series of
refinancing transactions with its subsidiaries, Park Broadcasting and Park
Newspapers. On June 20, 1996, the Company's $58.0 million Senior Credit
Facility was prepaid due to the timely sale of the Company's radio stations.
Income Taxes
The Company is part of a consolidated group (which includes Park
Acquisitions, Inc., Park Broadcasting and Park Newspapers) which files a
consolidated federal income tax return and separate state or local tax returns
as required.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
By unanimous written consent dated August 22, 1996, the stockholder
of the Company re-elected, effective as of May 23, 1996, Gary B.
Knapp and Donald R. Tomlin, Jr. as the directors of the Company.
Item 5. Other Information.
------------------
On October 10, 1996, the Company exchanged $80,000,000 in principal
amount of its Series B 13 3/4% Senior Pay-in-Kind Notes due 2004 (the
"Series B Notes") for a like amount of its 13 3/4% Senior Pay-in-Kind
Notes due 2004 (the "Initial Notes"). The exchange was made in
connection with the Company's exchange offer made pursuant to its
Prospectus dated September 6, 1996. The form and terms of the Series
B Notes are the same as the form and terms of the Initial Notes
(which they replace) except that the Series B Notes bear a "Series B"
designation and have been registered under the Securities Act of
1933, as amended, and, therefore, do not bear legends restricting
their transfer.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits.
Exhibit
Number Description of Exhibit
- --------- ---------------------------
2.1 Asset Purchase Agreement dated as of February 29, 1996 among
Montgomery Alabama Channel 32 Operating Limited Partnership,
WHOA-TV, Inc. and Park of Montgomery I, Inc. regarding acquisition
of WHOA-TV (Incorporated by reference to Exhibit 2.5 filed with
Park Communications, Inc.'s Form S-4 Registration Statement No.
333-06427, filed June 20, 1996)
3(i)(a) Amended and Restated Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3(i)(a) filed with Park
Communications, Inc.'s Form S-4 Registration Statement No.
333-06427, filed June 20, 1996)
3(i)(b) Certificate of Amendment of Certificate of Incorporation of the
Company (Incorporated by reference to Exhibit 3(i)(b) filed with
Park Communications, Inc.'s Form S-4 Registration Statement No.
333-06427, filed June 20, 1996)
3(ii) Bylaws of the Company (Incorporated by reference to Exhibit 3(ii)
filed with Park Communications, Inc.'s Form S-4 Registration
Statement No. 333-06427, filed June 20, 1996)
4.1 Indenture dated as of May 13, 1996 between the Company and IBJ
Schroder Bank & Trust Company, as Trustee, with the forms of Series
A Note and Series B Note attached thereto (Incorporated by
reference to Exhibit 4.1 filed with Park Communications, Inc.'s
Form S-4 Registration Statement No. 333-06427, filed on June 20,
1996)
4.2 Warrant Agreement dated as of May 13, 1996 between the Company and
IBJ Schroder Bank & Trust Company, as Warrant Agent, with the form
of Warrant attached thereto (Incorporated by reference to Exhibit
4.2 filed with Park Communications, Inc.'s Form S-4 Registration
Statement No. 333-06427, filed on June 20, 1996)
Exhibit
Number Description of Exhibit
- --------- -----------------------------
4.3 Unit Agreement dated as of May 13, 1996 between the Company and IBJ
Schroder Bank & Trust Company, as Unit Agent (Incorporated by
reference to Exhibit 4.3 filed with Park Communications, Inc.'s
Form S-4 Registration Statement No. 333-06427, filed on June 20,
1996)
10.1 Registration Rights Agreement dated as of May 13, 1996 among the
Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Goldman, Sachs & Co. (Incorporated by reference to Exhibit 10.1
filed with Park Communications, Inc.'s Form S-4 Registration
Statement No. 333-06427, filed on June 20, 1996)
10.2 Warrant Registration Rights Agreement dated as of May 13, 1996
among the Company, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Goldman, Sachs & Co. (Incorporated by reference
to Exhibit 10.2 filed with Park Communications, Inc.'s Form S-4
Registration Statement No. 333-06427, filed on June 20, 1996)
10.3 Indenture dated as of May 13, 1996 between Park Broadcasting, Inc.
and IBJ Schroder Bank & Trust Company, as Trustee (Incorporated by
reference to Exhibit 10.3 filed with Park Communications, Inc.'s
Form S-4 Registration Statement No. 333-06427, filed on June 20,
1996)
10.4 Indenture dated as of May 13, 1996 between Park Newspapers, Inc.
and IBJ Schroder Bank & Trust Company, as Trustee (Incorporated by
reference to Exhibit 10.4 filed with Park Communications, Inc.'s
Form S-4 Registration Statement No. 333-06427, filed on June 20,
1996)
10.5 Tax Sharing Agreement executed as of May 13, 1996 among Park
Acquisitions, Inc., the Company, Park Broadcasting, Inc., Park
Newspapers, Inc. and certain of the Company's other subsidiaries
(Incorporated by reference to Exhibit 10.6 filed with Park
Communications, Inc.'s Form S-4 Registration Statement No.
333-06427, filed on June 20, 1996)
10.6 Management Services Agreement dated as of May 13, 1996 among Park
Acquisitions, Inc., the Company, Park Broadcasting, Inc. and Park
Newspapers, Inc. (Incorporated by reference to Exhibit 10.7 filed
with Park Communications, Inc.'s Form S-4 Registration Statement
No. 333-06427, filed on June 20, 1996)
10.7 Affiliation Agreement dated as of October 1, 1995 between Roy H.
Park Broadcasting, Inc. and CBS Television Network, a division of
CBS Inc. ("CBS") (Incorporated by reference to Exhibit 10.8 filed
with Park Communications, Inc.'s Form S-4 Registration Statement
No. 333-06427, filed on June 20, 1996)
10.8 Affiliation Agreement dated as of October 1, 1995 between Roy H.
Park Broadcasting of Tri-Cities, Inc. (as successor by merger with
Roy H. Park Broadcasting of Tennessee, Inc.) and CBS (Incorporated
by reference to Exhibit 10.9 filed with Park Communications, Inc.'s
Form S-4 Registration Statement No. 333-06427, filed on June 20,
1996)
10.9 Affiliation Agreement dated as of October 1, 1995 between Roy H.
Park Broadcasting of the Tri-Cities, Inc. and CBS (Incorporated by
reference to Exhibit 10.10 filed with Park Communications, Inc.'s
Form S-4 Registration Statement No. 333-06427, filed on June 20,
1996)
10.10 Affiliation Agreement dated as of October 1, 1995 between Roy H.
Park Broadcasting of Roanoke, Inc. (as successor by merger with Roy
H. Park Broadcasting of Virginia, Inc.) and CBS (Incorporated by
reference to Exhibit 10.11 filed with Park Communications, Inc.'s
Form S-4 Registration Statement No. 333-06427, filed on June 20,
1996)
10.11 Affiliation Agreement dated of October 1, 1995 between Birmingham
Television Corporation and CBS (Incorporated by reference to
Exhibit 10.12 filed with Park Communications, Inc.'s Form S-4
Registration Statement No. 333-06427, filed on June 20, 1996)
10.12 Affiliation Agreement dated January 19, 1996 between Park
Broadcasting of Louisiana, Inc. and National Broadcasting Company,
Inc. ("NBC") (Incorporated by reference to Exhibit 10.13 filed
with Park Communications, Inc.'s Form S-4 Registration Statement
No. 333-06427, filed on June 20, 1996)
Exhibit
Number Description of Exhibit
- ------------ ------------------------------
10.13 Affiliation Agreement dated January 19, 1996 between Roy H. Park of
Roanoke, Inc. and NBC (Incorporated by reference to Exhibit 10.14
filed with Park Communications, Inc.'s Form S-4 Registration
Statement No. 333-06427, filed on June 20, 1996)
10.14 Affiliation Agreement dated June 3, 1996 between Roy H. Park
Broadcasting of Utica-Rome, Inc. and American Broadcasting
Companies, Inc. ("ABC") (Incorporated by reference to Exhibit
10.15 filed with Park Communications, Inc.'s Amendment No. 1 to
Form S-4 Registration Statement No. 333-06427, filed on August 16,
1996)
10.15 Affiliation Agreement dated June 3, 1996 between Park Broadcasting
of Kentucky, Inc. and ABC (Incorporated by reference to Exhibit
10.16 filed with Park Communications, Inc.'s Amendment No. 1 to
Form S-4 Registration Statement No. 333-06427, filed on August 16,
1996)
10.16 Employment Agreement dated July 20, 1994 between the Company and
Wright M. Thomas (Incorporated by reference to Exhibit 10.17 filed
with Park Communications, Inc.'s Form S-4 Registration Statement
No. 333-06427, filed on June 20, 1996)
10.17 Agreement dated May 1, 1986 between the Company and Wright M.
Thomas regarding deferred compensation arrangement (Incorporated by
reference to Exhibit 10.18 filed with Park Communications, Inc.'s
Form S-4 Registration Statement No. 333-06427, filed on June 20,
1996)
10.18 Letter Agreement dated February 16, 1979 between the Company and
Wright M. Thomas regarding contingent retirement benefits
(Incorporated by reference to Exhibit 10.19 filed with Park
Communications, Inc.'s Form S-4 Registration Statement No.
333-06427, filed on June 20, 1996)
10.19 Park Communications, Inc. Retention Incentive Plan (Incorporated by
reference to Exhibit 10.20 filed with Park Communications, Inc.'s
Form S-4 Registration Statement No. 333-06427, filed on June 20,
1996)
10.20 Park Communications, Inc. Defined Benefit Plan (Incorporated by
reference to Exhibit 10.21 filed with Park Communications, Inc.'s
Form S-4 Registration Statement No. 333-06427, filed on June 20,
1996)
10.21 Description of Supplemental Retirement Benefit to W. Randall Odil
(Incorporated by reference to Exhibit 10.22 filed with Park
Communications, Inc.'s Form S-4 Registration Statement No.
333-06427, filed on June 20, 1996)
10.22 Letter dated December 21, 1995 from the Company to Rick Prusator
regarding compensation matters (Incorporated by reference to
Exhibit 10.23 filed with Park Communications, Inc.'s Form S-4
Registration Statement No. 333-06427, filed on June 20, 1996)
27.1 Financial Data Schedule for nine months ended September 30, 1995
and 1996
(b) Reports on Form 8-K.
No report on Form 8-K was filed by the Company during the
quarter ended September 30, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PARK COMMUNICATIONS, INC.
November 14, 1996 By:/s/ Wright M. Thomas
-----------------------------------
Wright M. Thomas
President, Chief Operating Officer,
Assistant Secretary
(Duly Authorized Officer)
November 14, 1996 By:/s/ Randel N. Stair
------------------------------------
Randel N. Stair
Vice President - Chief Financial
Officer, Treasurer, Secretary
(Principal Financial Officer)