- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------- FORM 10-Q --------- Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended Commission file number: December 31, 2001 333-02302 ALLBRITTON COMMUNICATIONS COMPANY (Exact name of registrant as specified in its charter) Delaware 74-180-3105 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 808 Seventeenth Street, N.W. Suite 300 Washington, D.C. 20006-3910 (Address of principal executive offices) Registrant's telephone number, including area code: 202-789-2130 --------- 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 X No ----- ----- --------- Number of shares of Common Stock outstanding as of February 13, 2002: 20,000 shares. - -------------------------------------------------------------------------------- CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS THIS QUARTERLY REPORT ON FORM 10-Q, INCLUDING ITEM 2 "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THAT ARE NOT HISTORICAL FACTS AND INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. THERE ARE A NUMBER OF FACTORS THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN SUCH FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, WITHOUT LIMITATION, THE COMPANY'S OUTSTANDING INDEBTEDNESS AND ITS HIGH DEGREE OF LEVERAGE; THE RESTRICTIONS IMPOSED ON THE COMPANY BY THE TERMS OF THE COMPANY'S INDEBTEDNESS; THE HIGH DEGREE OF COMPETITION FROM BOTH OVER-THE-AIR BROADCAST STATIONS AND PROGRAMMING ALTERNATIVES SUCH AS CABLE TELEVISION, WIRELESS CABLE, IN-HOME SATELLITE DISTRIBUTION SERVICE AND PAY-PER-VIEW AND HOME VIDEO AND ENTERTAINMENT SERVICES; THE IMPACT OF NEW TECHNOLOGIES; CHANGES IN FEDERAL COMMUNICATIONS COMMISSION REGULATIONS; DECREASES IN THE DEMAND FOR ADVERTISING DUE TO WEAKNESS IN THE ECONOMY; AND THE VARIABILITY OF THE COMPANY'S QUARTERLY RESULTS AND THE COMPANY'S SEASONALITY. ALL WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY ARE EXPRESSLY QUALIFIED BY THE FOREGOING CAUTIONARY STATEMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS WHICH REFLECT MANAGEMENT'S VIEW ONLY AS OF THE DATE HEREOF. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE THE RESULT OF ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS WHICH MAY BE MADE TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. ALLBRITTON COMMUNICATIONS COMPANY FORM 10-Q FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001 TABLE OF CONTENTS PART I FINANCIAL INFORMATION PAGE Item 1. Financial Statements: Consolidated Statements of Operations and Retained Earnings for the Three Months Ended December 31, 2000 and 2001....... 1 Consolidated Balance Sheets as of September 30, 2001 and December 31, 2001........................................... 2 Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2000 and 2001............................ 3 Notes to Interim Consolidated Financial Statements.......... 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................... 6 Item 3. Quantitative and Qualitative Disclosures About Market Risk.. 12 PART II OTHER INFORMATION Item 1. Legal Proceedings........................................... 13 Item 4. Submission of Matters to a Vote of Security Holders......... 13 Item 6. Exhibits and Reports on Form 8-K............................ 13 Signatures............................................................ 14 Exhibit Index......................................................... 15 PART I - FINANCIAL INFORMATION Item 1. Financial Statements ALLBRITTON COMMUNICATIONS COMPANY (an indirectly wholly-owned subsidiary of Perpetual Corporation) CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (Dollars in thousands) (unaudited) Three Months Ended December 31, ------------------ 2000 2001 ---- ---- Operating revenues, net .......................... $ 58,310 $ 50,153 -------- -------- Television operating expenses, excluding depreciation and amortization ................ 29,756 29,501 Depreciation and amortization .................... 3,417 3,201 Corporate expenses ............................... 1,381 1,382 -------- -------- 34,554 34,084 -------- -------- Operating income ................................. 23,756 16,069 -------- -------- Nonoperating income (expense) Interest income Related party ............................ 656 612 Other .................................... 160 32 Interest expense ............................. (10,208) (10,466) Other, net ................................... (352) (373) -------- -------- (9,744) (10,195) -------- -------- Income before income taxes ....................... 14,012 5,874 Provision for income taxes ....................... 6,303 2,533 -------- -------- Net income ....................................... 7,709 3,341 Retained earnings, beginning of period ........... 71,238 81,882 -------- -------- Retained earnings, end of period ................. $ 78,947 $ 85,223 ======== ======== See accompanying notes to interim consolidated financial statements. 1 ALLBRITTON COMMUNICATIONS COMPANY (an indirectly wholly-owned subsidiary of Perpetual Corporation) CONSOLIDATED BALANCE SHEETS (Dollars in thousands) December 31, September 30, 2001 ASSETS 2001 (unaudited) ------------- ------------ Current assets Cash and cash equivalents ............................... $ 7,640 $ 3,801 Accounts receivable, net ................................ 34,743 42,607 Program rights .......................................... 20,145 15,017 Deferred income taxes ................................... 727 727 Interest receivable from related party .................. 492 1,045 Other ................................................... 2,333 2,139 --------- --------- Total current assets ................................ 66,080 65,336 Property, plant and equipment, net .......................... 38,622 37,164 Intangible assets, net ...................................... 132,408 131,343 Deferred financing costs and other .......................... 8,304 8,060 Cash surrender value of life insurance ...................... 9,198 9,530 Program rights .............................................. 1,335 1,053 --------- --------- $ 255,947 $ 252,486 ========= ========= LIABILITIES AND STOCKHOLDER'S INVESTMENT Current liabilities Current portion of long-term debt ....................... $ 1,479 $ 1,120 Accounts payable ........................................ 2,300 3,208 Accrued interest payable ................................ 11,161 7,831 Program rights payable .................................. 23,667 18,686 Accrued employee benefit expenses ....................... 4,213 3,448 Other accrued expenses .................................. 5,003 6,222 --------- --------- Total current liabilities ........................... 47,823 40,515 Long-term debt .............................................. 425,381 425,322 Program rights payable ...................................... 2,038 1,895 Deferred rent and other ..................................... 1,761 1,610 Accrued employee benefit expenses ........................... 1,815 1,845 Deferred income taxes ....................................... 9,961 10,886 --------- --------- Total liabilities ................................... 488,779 482,073 --------- --------- Stockholder's investment Preferred stock, $1 par value, 800 shares authorized, none issued ......................................... -- -- Common stock, $.05 par value, 20,000 shares authorized, issued and outstanding .............................. 1 1 Capital in excess of par value .......................... 6,955 6,955 Retained earnings ....................................... 81,882 85,223 Distributions to owners, net ............................ (321,670) (321,766) --------- --------- Total stockholder's investment ...................... (232,832) (229,587) --------- --------- $ 255,947 $ 252,486 ========= ========= See accompanying notes to interim consolidated financial statements. 2 ALLBRITTON COMMUNICATIONS COMPANY (an indirectly wholly-owned subsidiary of Perpetual Corporation) CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (unaudited) Three Months Ended December 31, ------------------- 2000 2001 ---- ---- Cash flows from operating activities: Net income ...................................................... $ 7,709 $ 3,341 --------- --------- Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization ................................ 3,417 3,201 Other noncash charges ........................................ 314 338 Provision for doubtful accounts .............................. 98 115 Loss on disposal of assets ................................... 23 19 Changes in assets and liabilities: (Increase) decrease in assets: Accounts receivable ..................................... (8,119) (7,979) Program rights .......................................... 5,732 5,410 Interest receivable from related party .................. (553) (553) Other current assets .................................... 151 194 Other noncurrent assets ................................. (282) (334) Increase (decrease) in liabilities: Accounts payable ........................................ 638 908 Accrued interest payable ................................ (3,318) (3,330) Program rights payable .................................. (6,687) (5,124) Accrued employee benefit expenses ....................... (1,208) (735) Other accrued expenses .................................. 1,824 1,219 Deferred rent and other liabilities ..................... (130) (151) Deferred income taxes ................................... 1,481 925 --------- --------- Total adjustments ..................................... (6,619) (5,877) --------- --------- Net cash provided by (used in) operating activities ... 1,090 (2,536) --------- --------- Cash flows from investing activities: Capital expenditures ............................................ (1,182) (682) Proceeds from disposal of assets ................................ 5 9 --------- --------- Net cash used in investing activities ................. (1,177) (673) --------- --------- Cash flows from financing activities: Deferred financing costs ........................................ -- (63) Principal payments on capital lease obligations ................. (429) (471) Distributions to owners, net of certain charges ................. (17,803) (120,561) Repayments of distributions to owners ........................... 13,475 120,465 --------- --------- Net cash used in financing activities ................. (4,757) (630) --------- --------- Net decrease in cash and cash equivalents ............................ (4,844) (3,839) Cash and cash equivalents, beginning of period ....................... 11,913 7,640 --------- --------- Cash and cash equivalents, end of period ............................. $ 7,069 $ 3,801 ========= ========= Non-cash investing and financing activities: Equipment acquired under capital leases ......................... $ 490 $ 24 ========= ========= See accompanying notes to interim consolidated financial statements. 3 ALLBRITTON COMMUNICATIONS COMPANY (an indirectly wholly-owned subsidiary of Perpetual Corporation) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands) (unaudited) NOTE 1 - The accompanying unaudited interim consolidated financial statements of Allbritton Communications Company (an indirectly wholly-owned subsidiary of Perpetual Corporation) and its subsidiaries (collectively, the "Company") have been prepared pursuant to instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in conformity with generally accepted accounting principles have been omitted or condensed where permitted by regulation. In management's opinion, the accompanying financial statements reflect all adjustments, which were of a normal recurring nature, and disclosures necessary for a fair presentation of the consolidated financial statements for the interim periods presented. The results of operations for the three months ended December 31, 2001 are not necessarily indicative of the results that can be expected for the entire fiscal year ending September 30, 2002. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended September 30, 2001 which are contained in the Company's Form 10-K. NOTE 2 - For the three months ended December 31, 2000 and 2001, distributions to owners were as follows: 2000 2001 ---- ---- Distributions to owners, beginning of period ..... $ 298,090 $ 321,670 Cash advances ................................. 21,770 121,896 Repayment of cash advances .................... (13,475) (120,465) Charge for federal and state income taxes ..... (3,967) (1,335) --------- --------- Distributions to owners, end of period ........... $ 302,418 $ 321,766 ========= ========= Weighted average amount of non-interest bearing advances outstanding during the period ........ $ 282,599 $ 324,726 ========= ========= NOTE 3 - Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," was issued in July 2001 and is effective for all business combinations with acquisition dates after June 30, 2001. The pronouncement eliminates the pooling-of-interest method of accounting for business combinations and addresses the accounting for intangible assets acquired as part of a business combination. Adoption of SFAS No. 141 has had no impact on the Company's financial position or results of operations as the Company has not entered into any business combinations since June 30, 2001. 4 SFAS No. 142, "Goodwill and Other Intangible Assets," was issued in June 2001. SFAS No. 142 addresses the financial accounting and reporting for acquired goodwill and other intangible assets. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests. Other intangible assets will continue to be amortized over their useful lives. SFAS No. 142 becomes effective for the Company's fiscal year ending September 30, 2003. The Company estimates that the application of the non-amortization provisions of SFAS No. 142 will decrease amortization expense by approximately $4,000 per year. Upon adoption, the Company will perform the first of the required impairment tests on its indefinite lived intangible assets. The Company has not yet determined what the effect, if any, of these tests will be on its financial position or results of operations. SFAS No. 143, "Accounting for Asset Retirement Obligations," was issued in June 2001 to address diversity in practice for recognizing obligations associated with the retirement of tangible long-lived assets. SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," was issued in August 2001 to establish a single accounting model for long-lived assets to be disposed of by sale and to address issues surrounding the impairment of long-lived assets. These standards are effective for the Company's fiscal year ending September 30, 2003 and will not have a material impact on the Company's financial position or results of operations. 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Dollars in thousands) Overview Allbritton Communications Company and its subsidiaries (on a consolidated basis, the "Company") own ABC network-affiliated television stations serving seven diverse geographic markets: WJLA-TV in Washington, D.C.; WCFT-TV in Tuscaloosa, Alabama, WJSU-TV in Anniston, Alabama and WBMA-LP, a low power television station licensed to Birmingham, Alabama (the Company operates WCFT-TV and WJSU-TV in tandem with WBMA-LP serving the viewers of the Birmingham, Tuscaloosa and Anniston market); WHTM-TV in Harrisburg, Pennsylvania; KATV in Little Rock, Arkansas; KTUL in Tulsa, Oklahoma; WSET-TV in Lynchburg, Virginia; and WCIV in Charleston, South Carolina. The Company's advertising revenues are generally highest in the first and third quarters of each fiscal year, due in part to increases in retail advertising in the period leading up to and including the holiday season and active advertising in the spring. The fluctuation in the Company's operating results is generally related to fluctuations in the revenue cycle. In addition, advertising revenues are generally higher during election years due to spending by political candidates, which is typically heaviest during the Company's first and fourth fiscal quarters. As compared to the same period in the prior fiscal year, the Company's results of operations for the three months ended December 31, 2001 principally reflect a decrease in net operating revenues. This decrease resulted from decreased political advertising revenues in all of the Company's markets as well as a continuation of the general weakness in television advertising which began during Fiscal 2001 as reflected by a decrease in local and national advertising revenues in most of the Company's markets. Results of Operations Set forth below are selected consolidated financial data for the three months ended December 31, 2000 and 2001 and the percentage change between the periods: Three Months Ended December 31, ------------------------------- Percent 2000 2001 Change ---- ---- ------- Operating revenues, net ............ $58,310 $50,153 -14.0% Total operating expenses ........... 34,554 34,084 -1.4% ------- ------- Operating income ................... 23,756 16,069 -32.4% Nonoperating expenses, net ......... 9,744 10,195 4.6% Income tax provision ............... 6,303 2,533 -59.8% ------- ------- Net income ......................... $ 7,709 $ 3,341 -56.7% ======= ======= 6 Net Operating Revenues The following table depicts the principal types of operating revenues, net of agency commissions, earned by the Company for the three months ended December 31, 2000 and 2001, and the percentage contribution of each to the total broadcast revenues earned by the Company, before fees: Three Months Ended December 31, ------------------------------- 2000 2001 ---- ---- Dollars Percent Dollars Percent ------- ------- ------- ------- Local and national <F1>....... $ 48,562 80.8 $ 45,587 87.9 Political <F2>................ 6,812 11.3 1,712 3.3 Network compensation <F3>..... 674 1.1 679 1.3 Trade and barter <F4>......... 2,039 3.4 1,927 3.7 Other revenue <F5>............ 2,048 3.4 1,982 3.8 -------- ----- -------- ----- Broadcast revenues............ 60,135 100.0 51,887 100.0 ===== ===== Fees <F6>..................... (1,825) (1,734) -------- -------- Operating revenues, net....... $ 58,310 $ 50,153 ======== ======== <FN> <F1> Represents sale of advertising time to local and national advertisers, either directly or through agencies representing such advertisers, net of agency commission. <F2> Represents sale of advertising time to political advertisers. <F3> Represents payment by networks for broadcasting or promoting network programming. <F4> Represents value of commercial time exchanged for goods and services (trade) or syndicated programs (barter). <F5> Represents miscellaneous revenue, principally from the sales of University of Arkansas sports programming to advertisers and radio stations as well as receipts from tower rental and production of commercials. <F6> Represents fees paid to national sales representatives and fees paid for music licenses. </FN> Net operating revenues for the three months ended December 31, 2001 totaled $50,153, a decrease of $8,157, or 14.0%, when compared to net operating revenues of $58,310 for the three months ended December 31, 2000. Local and national advertising revenues decreased $2,975, or 6.1%, for the three months ended December 31, 2001 from the comparable period in Fiscal 2001. The decrease for the three months ended December 31, 2001 was primarily attributable to decreased local and national advertising revenues in most of the Company's markets due to the continuation of the general weakness in television advertising which began during Fiscal 2001. Political advertising revenues decreased $5,100 during the three months ended December 31, 2001 due primarily to the national presidential election and high-profile local political races affecting the Little Rock, Washington, D.C. and Lynchburg markets in November 2000, partially offset by advertising leading up to a November 2001 local political election affecting the Washington, D.C. and Lynchburg markets. No individual advertiser accounted for more than 5% of the Company's broadcast revenues during the three months ended December 31, 2000 or 2001. 7 Total Operating Expenses Total operating expenses for the three months ended December 31, 2001 totaled $34,084, a decrease of $470, or 1.4%, compared to total operating expenses of $34,554 for the three-month period ended December 31, 2000. This net decrease consisted of a decrease in television operating expenses, excluding depreciation and amortization, of $255, a decrease in depreciation and amortization of $216 and an increase in corporate expenses of $1. Television operating expenses, excluding depreciation and amortization, decreased $255, or 0.9%, to $29,501 for the three months ended December 31, 2001 as compared to $29,756 for the three months ended December 31, 2000. Depreciation and amortization expense of $3,201 for the first three months of Fiscal 2002 decreased $216, or 6.3%, versus the comparable period in Fiscal 2001. The decrease for the three months ended December 31, 2001 was principally the result of decreased depreciation on assets acquired in Birmingham during Fiscal 1996. Operating Income For the three months ended December 31, 2001, operating income of $16,069 decreased $7,687, or 32.4%, when compared to operating income of $23,756 for the three months ended December 31, 2000. For the three months ended December 31, 2001, the operating margin decreased to 32.0% from 40.7% for the comparable period in Fiscal 2001. The decreases in operating income and margin were primarily the result of decreased net operating revenues as discussed above. Operating Cash Flow Operating cash flow of $19,270 for the three months ended December 31, 2001 decreased $7,903, or 29.1%, as compared to $27,173 for the three-month period ended December 31, 2000. This decrease was primarily the result of decreased net operating revenues as discussed above. The Company believes that operating cash flow, defined as operating income plus depreciation and amortization, is important in measuring the Company's financial results and its ability to pay principal and interest on its debt because of the Company's level of non-cash expenses attributable to depreciation and amortization of intangible assets. Operating cash flow does not purport to represent cash flows from operating activities determined in accordance with generally accepted accounting principles as reflected in the Company's consolidated financial statements, is not a measure of financial performance under generally accepted accounting principles, should not be considered in isolation or as a substitute for net income or cash flows from operating activities and may not be comparable to similar measures reported by other companies. Nonoperating Expenses, Net Interest expense of $10,466 for the three months ended December 31, 2001 increased $258, or 2.5%, as compared to $10,208 for the three-month period ended December 31, 2000. This increase was due to an increased average debt balance during the first three months of Fiscal 2002, partially offset by a decrease in the weighted average interest rate on debt during the same period. The average balance of debt outstanding, including capital lease obligations, was $429,239 and $451,821 for the three months ended December 31, 2000 and 2001, respectively, and the weighted average interest rate on debt was 9.4% and 9.2% for the three months ended December 31, 2000 and 2001, respectively. 8 Income Taxes The provision for income taxes for the three months ended December 31, 2001 totaled $2,533, a decrease of $3,770, or 59.8%, when compared to the provision for income taxes of $6,303 for the three months ended December 31, 2000. The decrease was directly related to the $8,138, or 58.1%, decrease in the Company's income before income taxes in Fiscal 2001. Net Income Net income for the three months ended December 31, 2001 was $3,341 as compared to net income of $7,709 for the three months ended December 31, 2000. The decrease of $4,368, or 56.7%, was due to the factors discussed above. Balance Sheet Significant balance sheet fluctuations from September 30, 2001 to December 31, 2001 consisted of increased accounts receivable and decreases in program rights, accrued interest payable and program rights payable. The increase in accounts receivable was the result of the seasonality of the Company's revenue cycle. The decrease in program rights and program rights payable reflects the annual cycle of the underlying program contracts which generally begins in September of each year. The decrease in accrued interest payable reflects the timing of the Company's interest payments under its debt obligations. Liquidity and Capital Resources As of December 31, 2001, the Company's cash and cash equivalents aggregated $3,801, and the Company had an excess of current assets over current liabilities of $24,821. Cash Provided by Operations. The Company's principal source of working capital is cash flow from operations and borrowings under its revolving credit facility. As discussed above, the Company's operating results are cyclical in nature primarily as a result of seasonal fluctuations in advertising revenues, which are generally highest in the first and third quarters of each fiscal year. The Company's cash flow from operations is also impacted on a quarterly basis by the timing of cash collections and interest payments on debt. Cash receipts are usually much greater during the second and fourth fiscal quarters as the collection of advertising revenue typically lags the period in which such revenue is recorded. Scheduled semi-annual interest payments on the Company's long-term debt are higher during the first and third fiscal quarters. As a result, the Company's cash flows from operating activities as reflected in the Company's consolidated financial statements are generally significantly higher during the Company's second and fourth fiscal quarters, and such quarters comprise a substantial majority of the Company's cash flows from operating activities for the full fiscal year. As reported in the consolidated statements of cash flows, the Company's net cash provided by operating activities was $1,090 for the three months ended December 31, 2000. For the three months ended December 31, 2001, the Company's net cash used in operating activities was $2,536. The $3,626 decrease in cash flows from operating activities was primarily due to decreased net income. 9 Transactions with Owners. The Company periodically makes advances in the form of distributions to Perpetual Corporation (Perpetual). During the three months ended December 31, 2000, the Company made cash advances net of repayments to Perpetual of $3,390. During the three months ended December 31, 2001, the Company received repayments net of cash advances from Perpetual of $1,056. The advances to Perpetual are non-interest bearing and, as such, do not reflect market rates of interest-bearing loans to unaffiliated third parties. In addition, during the three months ended December 31, 2000 and 2001, the Company made interest-bearing advances of tax payments to Perpetual in accordance with the terms of the tax sharing agreement between the Company and Perpetual of $4,905 and $2,487, respectively. The Company was charged by Perpetual for federal and state income taxes totaling $3,967 and $1,335 during the three months ended December 31, 2000 and 2001, respectively. At present, the primary source of repayment of net advances is through the ability of the Company to pay dividends or make other distributions to its parent, and there is no immediate intent for the advances to be repaid. Accordingly, these advances have been treated as a reduction of stockholder's investment and are described as "distributions" in the Company's consolidated financial statements. Stockholder's deficit amounted to $229,587 at December 31, 2001, a decrease of $3,245, or 1.4%, from the September 30, 2001 deficit of $232,832. The decrease was due to net income for the period of $3,341, partially offset by a net increase in distributions to owners of $96. Indebtedness. The Company's total debt, including the current portion of long-term debt, decreased from $426,860 at September 30, 2001 to $426,442 at December 31, 2001. This debt, net of applicable discounts, consists of $274,312 of 9.75% Senior Subordinated Debentures due November 30, 2007; $150,000 of 8.875% Senior Subordinated Notes due February 1, 2008; and $2,130 of capital lease obligations. The decrease of $418 in total debt from September 30, 2001 to December 31, 2001 was primarily due to a net decrease in capital lease obligations. As of September 30, 2001 and December 31, 2001, there were no amounts outstanding under the Company's $50,000 revolving credit facility. The revolving credit facility is secured by the pledge of stock of the Company and its subsidiaries and matures March 27, 2006. Under the existing borrowing agreements, the Company is subject to restrictive covenants that place limitations upon payments of cash dividends, issuance of capital stock, investment transactions, incurrence of additional obligations and transactions with affiliates. In addition, under the revolving credit facility, the Company must maintain compliance with certain financial covenants. The revolving credit facility was amended on December 19, 2001 to adjust certain of the financial covenants for Fiscal 2002. Management believes that the amendment allows the Company sufficient operational flexibility to remain in compliance with the financial covenants. Compliance with the financial covenants is measured at the end of each quarter, and as of December 31, 2001, the Company was in compliance with those financial covenants. The Company is also required to pay a commitment fee ranging from .5% to .75% per annum based on the amount of any unused portion of the revolving credit facility. 10 Other Uses of Cash. The Company anticipates that capital expenditures for Fiscal 2002 will approximate $22,000. Fiscal 2002 capital expenditures will be primarily for the buildout of studio and office space and acquisition of technical equipment for WJLA, the implementation of DTV service at the Company's Little Rock station and the acquisition of technical equipment and vehicles to support ongoing operations across the Company's stations. Management expects that the source of funds for these anticipated capital expenditures will be cash provided by operations and capital lease transactions. The Company has a lease credit facility, presently in the amount of $5,000, for the purpose of financing capital expenditures. This facility expires on June 30, 2002 and is renewable annually on mutually satisfactory terms. The Company currently intends to renew and increase the amount of this facility. Capital expenditures during the three months ended December 31, 2001 totaled $706, of which $24 was financed through capital lease transactions. Based upon the Company's current level of operations, management believes that available cash together with cash flows generated by operating activities and amounts available under the revolving credit facility and lease credit facility will be adequate to meet the Company's anticipated future requirements for working capital, capital expenditures and scheduled payments of interest on its debt. New Accounting Standards Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," was issued in July 2001 and is effective for all business combinations with acquisition dates after June 30, 2001. The pronouncement eliminates the pooling-of-interest method of accounting for business combinations and addresses the accounting for intangible assets acquired as part of a business combination. Adoption of SFAS No. 141 has had no impact on the Company's financial position or results of operations as the Company has not entered into any business combinations since June 30, 2001. SFAS No. 142, "Goodwill and Other Intangible Assets," was issued in June 2001. SFAS No. 142 addresses the financial accounting and reporting for acquired goodwill and other intangible assets. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests. Other intangible assets will continue to be amortized over their useful lives. SFAS No. 142 becomes effective for the Company's fiscal year ending September 30, 2003. The Company estimates that the application of the non-amortization provisions of SFAS No. 142 will decrease amortization expense by approximately $4,000 per year. Upon adoption, the Company will perform the first of the required impairment tests on its indefinite lived intangible assets. The Company has not yet determined what the effect, if any, of these tests will be on its financial position or results of operations. SFAS No. 143, "Accounting for Asset Retirement Obligations," was issued in June 2001 to address diversity in practice for recognizing obligations associated with the retirement of tangible long-lived assets. SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," was issued in August 2001 to establish a single accounting model for long-lived assets to be disposed of by sale and to address issues surrounding the impairment of long-lived assets. These standards are effective for the Company's fiscal year ending September 30, 2003 and will not have a material impact on the Company's financial position or results of operations. 11 Item 3. Quantitative and Qualitative Disclosures About Market Risk At December 31, 2001, the Company had other financial instruments consisting primarily of long-term fixed interest rate debt. Such debt, with future principal payments of $425,000, matures during the year ending September 30, 2008. At December 31, 2001, the carrying value of such debt was $424,312, the fair value was $445,375 and the weighted average interest rate was 9.4%. The fair market value of long-term fixed interest rate debt is subject to interest rate risk. Generally, the fair market value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. The Company estimates the fair value of its long-term debt using either quoted market prices or by discounting the required future cash flows under its debt using borrowing rates currently available to the Company, as applicable. The Company actively monitors the capital markets in analyzing its capital raising decisions. 12 Part II - OTHER INFORMATION Item 1. Legal Proceedings The Company currently and from time to time is involved in litigation incidental to the conduct of its business, including suits based on defamation. The Company is not currently a party to any lawsuit or proceeding which, in the opinion of management, if decided adverse to the Company, would be likely to have a material adverse effect on the Company's consolidated financial condition, results of operations or cash flows. Item 4. Submission of Matters to a Vote of Security Holders At the annual meeting of stockholders of the Company held on November 16, 2001, each of the directors of the Company was re-elected to serve until the next annual meeting and until his or her successor is elected and qualified. Item 6. Exhibits and Reports on Form 8-K a. Exhibits See Exhibit Index on pages 15-18. b. Reports on Form 8-K No reports on Form 8-K were filed during the quarter. 13 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. ALLBRITTON COMMUNICATIONS COMPANY (Registrant) February 13, 2002 /s/ Robert L. Allbritton - --------------------------- ----------------------------- Date Name: Robert L. Allbritton Title: Chairman and Chief Executive Officer February 13, 2002 /s/ Stephen P. Gibson - --------------------------- ----------------------------- Date Name: Stephen P. Gibson Title: Senior Vice President and Chief Financial Officer 14 EXHIBIT INDEX Exhibit No. Description of Exhibit Page No. ----------- ---------------------- -------- 3.1 Certificate of Incorporation of ACC. (Incorporated by * reference to Exhibit 3.1 of Company's Registration Statement on Form S-4, No. 333-02302, dated March 12, 1996) 3.2 Bylaws of ACC. (Incorporated by reference to Exhibit 3.2 * of Registrant's Registration Statement on Form S-4, No. 333-02302, dated March 12, 1996) 4.1 Indenture dated as of February 6, 1996 between ACC and * State Street Bank and Trust Company, as Trustee, relating to the Debentures. (Incorporated by reference to Exhibit 4.1 of Company's Registration Statement on Form S-4, No. 333-02302, dated March 12, 1996) 4.2 Indenture dated as of January 22, 1998 between ACC and * State Street Bank and Trust Company, as Trustee, relating to the Notes. (Incorporated by reference to Exhibit 4.1 of Company's Registration Statement on Form S-4, No. 333-45933, dated February 9, 1998) 4.3 Form of 9.75% Series B Senior Subordinated Debentures due * 2007. (Incorporated by reference to Exhibit 4.3 of Company's Registration Statement on Form S-4, No. 333-02302, dated March 12, 1996) 4.4 Amended and Restated Revolving Credit Agreement dated as * of March 27, 2001 by and among Allbritton Communications Company, certain financial institutions, and Fleet National Bank, as Agent, and Deutsche Banc Alex. Brown Inc., as Documentation Agent. (Incorporated by reference to Exhibit 4.4 of the Company's Quarterly Report on Form 10-Q, No. 333-02302, dated May 10, 2001) 4.5 First Amendment dated as of December 19, 2001 to the * Amended and Restated Revolving Credit Agreement. (Incorporated by reference to Exhibit 4.5 of the Company's Form 10-K, No. 333-02302, dated December 27, 2001) 10.1 Network Affiliation Agreement (Harrisburg Television, * Inc.). (Incorporated by reference to Exhibit 10.3 of Company's Pre-effective Amendment No. 1 to Registration Statement on Form S-4, dated April 22, 1996) 15 10.2 Side Letter Amendment to Network Affiliation Agreement * (Harrisburg Television, Inc.) dated August 10, 1999. (Incorporated by reference to Exhibit 10.2 of Company's Quarterly Report on Form 10-Q, No. 333-02302, dated August 16, 1999) 10.3 Network Affiliation Agreement (First Charleston Corp.). * (Incorporated by reference to Exhibit 10.4 of Company's Pre-effective Amendment No. 1 to Registration Statement on Form S-4, dated April 22, 1996) 10.4 Side Letter Amendment to Network Affiliation Agreement * (First Charleston Corp.) dated August 10, 1999. (Incorporated by reference to Exhibit 10.4 of Company's Quarterly Report on Form 10-Q, No. 333-02302, dated August 16, 1999) 10.5 Network Affiliation Agreement (WSET, Incorporated). * (Incorporated by reference to Exhibit 10.5 of Company's Pre-effective Amendment No. 1 to Registration Statement on Form S-4, dated April 22, 1996) 10.6 Side Letter Amendment to Network Affiliation Agreement * (WSET, Incorporated) dated August 10, 1999. (Incorporated by reference to Exhibit 10.6 of Company's Quarterly Report on Form 10-Q, No. 333-02302, dated August 16, 1999) 10.7 Network Affiliation Agreement (WJLA-TV). (Incorporated by * reference to Exhibit 10.6 of Company's Pre-effective Amendment No. 1 to Registration Statement on Form S-4, dated April 22, 1996) 10.8 Side Letter Amendment to Network Affiliation Agreement * (WJLA-TV) dated August 10, 1999. (Incorporated by reference to Exhibit 10.8 of Company's Quarterly Report on Form 10-Q, No. 333-02302, dated August 16, 1999) 10.9 Network Affiliation Agreement (KATV Television, Inc.). * (Incorporated by reference to Exhibit 10.7 of Company's Pre-effective Amendment No. 1 to Registration Statement on Form S-4, dated April 22, 1996) 10.10 Side Letter Amendment to Network Affiliation Agreement * (KATV Television, Inc.) dated August 10, 1999. (Incorporated by reference to Exhibit 10.10 of Company's Quarterly Report on Form 10-Q, No. 333-02302, dated August 16, 1999) 10.11 Network Affiliation Agreement (KTUL Television, Inc.). * (Incorporated by reference to Exhibit 10.8 of Company's Pre-effective Amendment No. 1 to Registration Statement on Form S-4, dated April 22, 1996) 16 10.12 Side Letter Amendment to Network Affiliation Agreement * (KTUL Television, Inc.) dated August 10, 1999. (Incorporated by reference to Exhibit 10.12 of Company's Quarterly Report on Form 10-Q, No. 333-02302, dated August 16, 1999) 10.13 Network Affiliation Agreement (TV Alabama, Inc.). * (Incorporated by reference to Exhibit 10.9 of Company's Pre-effective Amendment No. 1 to Registration Statement on Form S-4, dated April 22, 1996) 10.14 Amendment to Network Affiliation Agreement (TV Alabama, * Inc.) dated January 23, 1997. (Incorporated by reference to Exhibit 10.15 of the Company's Quarterly Report on Form 10-Q, No. 333-02302, dated February 14, 1997) 10.15 Side Letter Amendment to Network Affiliation Agreement * (TV Alabama, Inc.) dated August 10, 1999. (Incorporated by reference to Exhibit 10.15 of Company's Quarterly Report on Form 10-Q, No. 333-02302, dated August 16, 1999) 10.16 Tax Sharing Agreement effective as of September 30, 1991 * by and among Perpetual Corporation, ACC and ALLNEWSCO, Inc., amended as of October 29, 1993. (Incorporated by reference to Exhibit 10.11 of Company's Registration Statement on Form S-4, No. 333-02302, dated March 12, 1996) 10.17 Second Amendment to Tax Sharing Agreement effective as of * October 1, 1995 by and among Perpetual Corporation, ACC and ALLNEWSCO, Inc. (Incorporated by reference to Exhibit 10.9 of the Company's Form 10-K, No. 333-02302, dated December 22, 1998) 10.18 Master Lease Finance Agreement dated as of August 10, * 1994 between BancBoston Leasing, Inc. and ACC, as amended. (Incorporated by reference to Exhibit 10.16 of Company's Registration Statement on Form S-4, No. 333-02302, dated March 12, 1996) 10.19 Master Equipment Lease Agreement dated as of November 22, * 2000 between Fleet Capital Corporation and ACC. (Incorporated by reference to Exhibit 10.19 of the Company's Form 10-K, No. 333-02302, dated December 28, 2000) 10.20 Amended and Restated Pledge Agreement dated as of March * 27, 2001 by and among ACC, Allbritton Group, Inc., Allfinco, Inc., and Fleet National Bank, as Agent. (Incorporated by reference to Exhibit 10.20 of the Company's Quarterly Report on Form 10-Q, No. 333-02302, dated May 10, 2001) 17 10.21 $20,000,000 Promissory Note of ALLNEWSCO, Inc. payable to * KTUL, LLC. (Incorporated by reference to Exhibit 10.16 of Company's Form 10-K, No. 333-02302, dated December 22, 1998) - ----------------- *Previously filed 18