1
As filed with the Securities and Exchange Commission on May 12, 2000.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2000.
[ ] 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: 333-54003-06 Commission File Number: 000-25206
------------ ---------
LIN HOLDINGS CORP. LIN TELEVISION CORPORATION
- ------------------------------------------------------ ------------------------------------------------------
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
DELAWARE DELAWARE
- ------------------------------- -------------------------------
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
75-2733097 13-3581627
- ------------------------------------ ------------------------------------
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
1 RICHMOND SQUARE, SUITE 230E, PROVIDENCE, RHODE ISLAND 02906
-----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(401) 454-2880
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrants (1) have filed all reports 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 registrants were
required to file such reports), and (2) have been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
NOTE:
- -----
10-Q currently presents results for two companies rather than just the parent
company on a fully consolidated basis.
1,000 Shares of LIN Holdings Corp.'s Common Stock, par value $.01 per share, and
1,000 shares of LIN Television Corporation's Common Stock, par value $.01 per
share, were outstanding as of May 12, 2000.
2
TABLE OF CONTENTS
PAGE
----
Part I. Financial Information
Item 1. Financial Statements
LIN HOLDINGS CORP.
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Operations 2
Condensed Consolidated Statements of Cash Flows 3
Notes to Condensed Consolidated Financial Statements 4
LIN TELEVISION CORPORATION
Condensed Consolidated Balance Sheets 8
Condensed Consolidated Statements of Operations 9
Condensed Consolidated Statements of Cash Flows 10
Notes to Condensed Consolidated Financial Statements 11
Item 2. Management's Discussion and Analysis of Results of Operations
And Financial Condition 15
Item 3. Quantitative and Qualitative Disclosures about Market Risk 19
Part II. Other Information
Item 1. Legal Proceedings 20
Item 6. Exhibits and Reports on Form 8-K 20
3
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
LIN HOLDINGS CORP.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
March 31, 2000 December 31, 1999
-------------- -----------------
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 11,123 $ 17,699
Accounts receivable, less allowance for doubtful accounts (2000 -
$1,554; 1999 - $1,918) 43,626 55,515
Program rights 15,877 13,601
Other current assets 7,325 6,988
----------- -----------
Total current assets 77,951 93,803
Property and equipment, net 153,184 144,882
Deferred financing costs 40,257 41,553
Investment in joint ventures 64,929 65,771
Investment in Southwest Sports Group, at cost plus accrued interest 50,750 50,000
Program rights 6,078 4,552
Intangible assets, net 1,650,741 1,546,392
Other assets 9,512 5,732
----------- -----------
Total Assets $ 2,053,402 $ 1,952,685
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,869 $ 7,477
Program obligations 15,237 13,336
Accrued income taxes 4,719 4,750
Current portion of long-term debt 17,077 15,805
Accrued interest expense 3,747 10,494
Other accruals 15,204 21,895
----------- -----------
Total current liabilities 62,853 73,757
Long-term debt, excluding current portion 968,321 841,821
Deferred income taxes 531,269 524,323
Program obligations 6,630 5,819
Other liabilities 6,919 7,050
----------- -----------
Total liabilities 1,575,992 1,452,770
----------- -----------
Commitments and Contingencies (Note 6)
Stockholders' equity:
Preferred stock, $0.01 par value: No Shares Authorized -- --
Common stock, $0.01 par value: Authorized, issued and outstanding shares;
2000 - 1,000, 1999 - 1,000 -- --
Additional paid-in capital 561,261 561,200
Accumulated deficit (83,851) (61,285)
----------- -----------
Total stockholders' equity 477,410 499,915
----------- -----------
Total liabilities and stockholders' equity $ 2,053,402 $ 1,952,685
=========== ===========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
1
4
LIN HOLDINGS CORP.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands)
Three Months Three Months
Ended Ended
March 31, 2000 March 31, 1999
-------------- --------------
Net revenues $ 59,274 $ 44,610
Operating costs and expenses:
Direct operating 18,073 12,104
Selling, general and administrative 14,043 12,466
Corporate 2,516 1,948
KXTX management fee -- 1,543
Amortization of program rights 4,996 3,345
Depreciation and amortization of intangible assets 15,355 14,215
-------- --------
Total operating costs and expenses 54,983 45,621
-------- --------
Operating income (loss) 4,291 (1,011)
Other (income) expense:
Interest expense 19,774 15,909
Investment income (1,016) (589)
Share of loss in joint ventures 1,021 1,821
Other, net 25 --
-------- --------
Total other expense, net 19,804 17,141
-------- --------
Loss before provision for (benefit from)
income taxes (15,513) (18,152)
Provison for (benefit from) income taxes 7,053 (2,981)
-------- --------
Net loss $(22,566) $(15,171)
======== ========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
2
5
LIN HOLDINGS CORP.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Three Months Three Months
Ended Ended
March 31, 2000 March 31, 1999
-------------- --------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 5,426 $ (1,173)
--------- ---------
INVESTING ACTIVITIES:
Capital expenditures (4,701) (7,382)
Proceeds from asset disposals -- 14
Investment in joint ventures -- (135)
Acquisitions of WWLP, net of cash acquired (125,878) --
Local Marketing Agreement Expenditures (3,250) --
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (133,829) (7,503)
--------- ---------
FINANCING ACTIVITIES:
Payments on exercises of phantom stock units (61) (171)
Principal payments on long-term debt (16,112) (10,927)
Proceeds from long-term debt 10,000 --
Proceeds from long-term debt related to the
acquisition of WWLP-TV 128,000 --
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES 121,827 (11,098)
--------- ---------
Net decrease in cash and cash equivalents (6,576) (19,774)
Cash and cash equivalents at the beginning of the period 17,699 41,349
--------- ---------
Cash and cash equivalents at the end of the period $ 11,123 $ 21,575
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
In March 2000, WGRC, Inc., a subsidiary of WWLP
Holdings, Inc., acquired WWLP-TV for approximately
$128.0 million. For accounting purposes only, the
cash flows of WWLP Holdings, Inc. and its consolidated
subsidiaries are included in these condensed consolidated
financial statement. In conjunction with this acquisition,
liabilities were assumed as follows:
Fair value of assets acquired $ 128,635 --
Cash paid (128,000) --
--------- ---------
Liabilities assumed $ 635 --
========== ======+==
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
6
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE 1 - BASIS OF PRESENTATION:
LIN Holdings Corp. ("LIN Holdings"), together with its subsidiaries,
including LIN Television Corporation ("LIN Television") (together, the
"Company"), is a television station group operator in the United States and
Puerto Rico that owns nine television stations, eight of which are
network-affiliated television stations. Additionally, the Company has local
marketing agreements ("LMAs") under which it programs four other stations in the
markets in which it operates. LIN Holdings and its subsidiaries, including LIN
Television, are affiliates of Hicks, Muse, Tate & Furst Incorporated ("Hicks
Muse").
All of the Company's direct and indirect consolidated subsidiaries fully
and unconditionally guarantee the Company's Senior Subordinated Notes on a joint
and several basis.
These condensed consolidated financial statements have been prepared
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. These statements should be read in conjunction with the Company's
annual report on Form 10-K for the fiscal year ended December 31, 1999.
In the opinion of management, the accompanying unaudited interim financial
statements contain all adjustments (consisting of normal recurring adjustments)
necessary to summarize fairly the financial position, results of operations and
cash flows of the Company for the periods presented. The interim results of
operations are not necessarily indicative of the results to be expected for the
full year.
The Company's preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the reported
periods. Estimates are used when accounting for the collectability of accounts
receivable and valuing intangible assets, deferred tax assets and net assets of
businesses acquired. Actual results could differ from these estimates.
NOTE 2 - INVESTMENTS:
JOINT VENTURE WITH NBC. The Company owns a 20.38% interest in a joint
venture with NBC and accounts for its interest using the equity method, as the
Company does not have a controlling interest. The following presents the
summarized financial information of the joint venture (in thousands):
Three Months Three Months
Ended Ended
March 31, 2000 March 31, 1999
(unaudited) (unaudited)
-------------- --------------
Net revenues ..................... $ 37,250 $ 29,593
Operating income.................. 12,556 6,598
Net loss ......................... (4,132) (8,929)
March 31, 2000 December 31, 1999
(unaudited) (unaudited)
-------------- -----------------
Current assets ................... $ 14,158 $ 159
Non-current assets ............... 237,759 249,692
Current liabilities .............. 1,087 725
Non-current liabilities........... 815,500 815,500
4
7
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The financial information of the Company's other joint venture investments
is not material for all periods presented.
NOTE 3 - INTANGIBLE ASSETS:
Intangible assets consisted of the following at (in thousands):
March 31, 2000 December 31, 1999
(Unaudited)
-------------- -----------------
FCC licenses and network affiliations................... $ 1,058,548 $ 944,020
Goodwill ............................................... 670,397 670,397
----------- -----------
1,728,945 1,614,417
Less accumulated amortization .......................... (78,204) (68,025)
----------- -----------
$ 1,650,741 $ 1,546,392
=========== ===========
NOTE 4 - LONG-TERM DEBT:
Long-term debt consisted of the following at (in thousands):
March 31, 2000 December 31, 1999
(Unaudited)
-------------- -----------------
Senior Credit Facilities .................................... $ 313,467 $ 319,579
$300,000, 8 3/8% Senior Subordinated Notes
due 2008 (net of a discount of $600) ...................... 299,400 299,387
$325,000, 10% Senior Discount Notes
due 2008 (net of a discount of $80,469) ................... 244,531 238,660
Credit facilities of WWLP Holdings, Inc.
and its consolidated subsidiaries.......................... 128,000 --
--------- ---------
Total debt .................................................. 985,398 857,626
Less current portion ........................................ (17,077) (15,805)
--------- ---------
Total long-term debt ........................................ $ 968,321 $ 841,821
========= =========
NOTE 5 - RELATED PARTY TRANSACTIONS:
MONITORING AND OVERSIGHT AGREEMENT. In 1998 LIN Holdings and LIN Television
(collectively, the "Clients") entered into a ten-year agreement with Hicks, Muse
& Co. Partners, L.P. ("Hicks Muse Partners"), an affiliate of Hicks Muse,
pursuant to which the Clients agreed to pay Hicks Muse Partners an annual fee
(payable quarterly) for oversight and monitoring services. The aggregate annual
fee is adjustable on January 1 of each calendar year to an amount equal to 1.0%
of the budgeted consolidated annual earnings before interest, tax, depreciation
and amortization ("EBITDA") of LIN Holdings and its subsidiaries for the then
current fiscal year. Upon the acquisition by LIN Holdings and its subsidiaries
of another entity or business, the fee is adjusted prospectively in the same
manner using the pro forma consolidated annual EBITDA of LIN Holdings and it
subsidiaries. In no event shall the annual fee be less than $1,000,000. Hicks
Muse Partners is also entitled to reimbursement for any expenses incurred by it
in connection with rendering services allocable to LIN Holdings or LIN
Television. The fee for the three months ended March 31, 2000 and 1999 was
$338,475 and $250,000, respectively.
WWLP, HOLDINGS INC. Pursuant to a Guarantee and Collateral Agreement with
Chase Manhattan Bank, as administrative agent, and the lenders named therein,
dated March 31, 2000, the Company is the guarantor of a $75 million credit
facility to WWLP, Inc. of which $50 million was outstanding as of March 31,
2000. WWLP Holdings Inc., and its subsidiaries WWLP, Inc. and WGRC, Inc.
(together, "WWLP Holdings"), companies recently formed by Gary R. Chapman,
President and CEO of LIN Television, acquired the broadcast license and
operating assets of WWLP-TV, a station previously operated by Benedek
Broadcasting Corporation, on March 31, 2000. The acquisition was accounted for
as a purchase by WWLP Holdings and accordingly, the purchase price was allocated
to the assets acquired and liabilities assumed based on their estimated fair
values at the date of acquisition. Those estimates are subject to adjustment
when additional information concerning tangible asset and liability valuations
is finalized. The Company does not own or control the assets or FCC license of
WGRC, Inc. Pursuant to Emerging Issues Task Force Topic D-14, "Transactions
Involving Special Purpose Entities," WWLP Holdings satisfies the definition of a
special purpose entity and the Company is deemed to be the sponsor of WWLP
Holdings. Accordingly, the financial results of operations of WWLP Holdings have
been consolidated with those of the Company in these condensed consolidated
financial statements. Mr. Chapman has granted to the Company a one-year purchase
option to acquire the stock of WWLP Holdings at an amount equal to Mr. Chapman's
investment in WWLP Holdings. In addition, the Company has entered into a
management services agreement as an independent contractor with WGRC, Inc.
whereby the Company provides services related to the management and operations
of WGRC, Inc.
The assets and liabilities of WWLP Holdings at March 31, 2000 are
summarized below:
Current assets ..................................................... $ 5,332
Non-current assets ................................................. 123,303
Current liabilities ................................................ 635
Non-current liabilities ............................................ 128,000
WWLP Holdings had no revenues or expenses in any periods presented. Pro
forma statements of operations would not differ materially from reported results
for any period presented.
5
8
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
JOINT VENTURE WITH 21ST CENTURY GROUP LLC. In August 1999, the Company and
21st Century Group LLC ("21st Century"), an entity in which Hicks Muse has a
substantial economic interest, announced the formation of a television station
joint venture, Banks Broadcasting, LLC. The Company and 21st Century also
announced the first transaction of the Banks Broadcasting joint venture, the
entry into a local marketing agreement to build and develop a new WB affiliate
serving the Wichita, Kansas DMA. As of March 31, 2000, the Company has provided
funding of $5.8 million in the form of an investment of $2.9 million and an
advance of $2.9 million, to the Banks Broadcasting joint venture.
NOTE 6 - COMMITMENTS AND CONTINGENCIES:
CHANGES IN FCC OWNERSHIP RULES. Effective November 16, 1999, the Federal
Communications Commission (the "FCC") significantly revised certain of its
broadcast ownership regulations. The new rules are still subject to potentially
significant amendments in response to numerous petitions for reconsideration. As
the rules are currently formulated, the Company believes that: 1) the four LMAs
the Company has entered into in the Grand Rapids, New Haven, Austin and Norfolk
markets are grandfathered; 2) these four combinations are probably eligible for
waivers of the duopoly rule and the Company will likely be able to convert those
LMAs to ownership interests through the exercise of option rights with respect
to each of those stations prior to the expiration of the grandfather period; and
3) the rules permit the continued cross-ownership by the Company and AMFM Inc.,
an entity in which Hicks Muse has a significant economic interest, of the
television and radio stations currently owned by those companies in the Grand
Rapids, Hartford-New Haven, Austin, and Indianapolis markets. (Stations owned by
the Company and AMFM Inc. are each attributable to the other company for
purposes of the radio-television cross-ownership rule.) There can be no
assurances however that the rules will be implemented or interpreted in such a
manner. The Company is still evaluating whether and when to exercise its options
to purchase each of the LMA stations.
HICKS MUSE RESTRUCTURING. On January 21, 2000, Thomas O. Hicks and Hicks,
Muse, Tate and Furst ("Hicks Muse") filed an application with the FCC proposing
to restructure the ownership of the Company in a manner in which the Company and
the applicants believe would render the ownership interests of Thomas O. Hicks
and other Hicks Muse principals nonattributable for the purposes of FCC
ownership rules. The Company expects that the current attribution issues
6
9
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
associated with the Hicks Muse ownership interests will be resolved upon the
completion of the recapitalization. There can be no assurances however that the
application will be approved in such a manner.
OTHER CONTINGENCIES. In September 1999, AMFM Inc., which owns more than 400
radio stations, announced its intention to merge with Clear Channel
Communications, a company which owns more than 500 radio stations and 19
television stations. The television and radio interests owned by the proposed
combined entity would also be attributable to the Company for purposes of the
radio-television cross-ownership rule and the television duopoly rule. Clear
Channel has announced its intention to make whatever divestitures are necessary
to bring it into compliance with the FCC's ownership rules prior to the merger
but the ownership interests of Clear Channel could in the future limit the
ability of the Company to acquire more television stations.
In addition, the Company currently and from time to time is involved in
litigation incidental to the conduct of its business. In the opinion of the
Company's management, none of such litigation as of March 31, 2000 is likely to
have a material adverse effect on the financial position, results of operations,
or cash flows of the Company.
NOTE 7 - SUBSEQUENT EVENTS:
WAND-TV EXCHANGE. On December 13, 1999, the Company entered into an
agreement whereby the Company agreed to exchange with Blade Communications Inc.
a 67% interest in the assets of its television station WAND-TV, Decatur,
Illinois for substantially all of the assets of WLFI-TV, Inc. (the "WAND-TV
Exchange"). WLFI-TV, Inc. owns, operates and is the licensee of television
station WLFI-TV, Lafayette, Indiana. This transaction was completed on April 1,
2000.
NOTE 8 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation - an interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44
clarifies the application of APB Opinion No. 25 and among other issues clarifies
the following: the definition of an employee for purposes of applying APB
Opinion No. 25; the criteria for determining whether a plan qualifies as a
noncompensatory plan; the accounting consequences of various modifications to
the terms of previously fixed stock options or awards; and the accounting for an
exchange of stock compensation awards in a business combination. FIN 44 is
effective July 1, 2000, but certain conclusions in FIN 44 cover specific events
that occurred after either December 15, 1998 or January 12, 2000. The Company
does not expect the application of FIN 44 to have a material impact on the
Company's financial position or results of operations.
7
10
LIN TELEVISION CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except number of shares)
March 31, 2000 December 31, 1999
-------------- -----------------
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 11,123 $ 17,699
Accounts receivable, less allowance for doubtful accounts (2000 - $1,554;
1999 - $1,918) 43,626 55,515
Program rights 15,877 13,601
Other current assets 7,325 6,988
----------- -----------
Total current assets 77,951 93,803
Property and equipment, net 153,184 144,882
Deferred financing costs 30,143 31,120
Investment in joint ventures 64,929 65,771
Investment in Southwest Sports Group, at cost plus accrued interest 50,750 50,000
Program rights 6,078 4,552
Intangible assets, net 1,650,741 1,546,392
Other assets 9,512 5,732
----------- -----------
Total Assets $ 2,043,288 $ 1,942,252
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,869 $ 7,477
Program obligations 15,237 13,336
Accrued income taxes 4,719 4,750
Current portion of long-term debt 17,077 15,805
Accrued interest expense 3,747 10,494
Other accruals 20,697 27,389
----------- -----------
Total current liabilities 68,346 79,251
Long-term debt, excluding current portion 723,790 603,161
Deferred income taxes 524,969 533,309
Program obligations 6,630 5,819
Other liabilities 6,919 7,050
----------- -----------
Total liabilities 1,330,654 1,228,590
----------- -----------
Commitments and Contingencies (Note 6)
Stockholders' equity:
Preferred stock, $0.01 par value: No Shares Authorized -- --
Common stock, $0.01 par value: Authorized, issued and outstanding shares;
2000 - 1,000, 1999 - 1,000 -- --
Additional paid-in capital 748,115 748,054
Accumulated deficit (35,481) (34,392)
----------- -----------
Total stockholders' equity 712,634 713,662
----------- -----------
Total liabilities and stockholders' equity $ 2,043,288 $ 1,942,252
=========== ===========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
8
11
LIN TELEVISION CORP.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands)
Three Months Three Months
Ended Ended
March 31, 2000 March 31, 1999
-------------- --------------
Net revenues $ 59,274 $ 44,610
Operating costs and expenses:
Direct operating 18,073 12,104
Selling, general and administrative 14,043 12,466
Corporate 2,516 1,948
KXTX management fee -- 1,543
Amortization of program rights 4,996 3,345
Depreciation and amortization of intangible assets 15,355 14,215
-------- --------
Total operating costs and expenses 54,983 45,621
-------- --------
Operating income (loss) 4,291 (1,011)
Other (income) expense:
Interest expense 13,584 10,351
Investment income (1,016) (589)
Share of loss in joint ventures 1,021 1,821
Other, net 25 --
-------- --------
Total other expense, net 13,614 11,583
-------- --------
Loss before provision for (benefit from)
income taxes (9,323) (12,594)
Provison for (benefit from) income taxes (8,234) 2,252
-------- --------
Net loss $ (1,089) $(14,846)
======== ========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
9
12
LIN TELEVISION CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Three Months Three Months
Ended Ended
March 31, 2000 March 31, 1999
-------------- --------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 5,426 $ (1,173)
--------- ---------
INVESTING ACTIVITIES:
Capital expenditures (4,701) (7,382)
Proceeds from asset disposals -- 14
Investment in joint ventures -- (135)
Acquisition of WWLP-TV, net of cash acquired (125,878) --
Local Marketing Agreement Expenditures (3,250) --
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (133,829) (7,503)
---------- ----------
FINANCING ACTIVITIES:
Payments on exercises of phantom stock units (61) (171)
Principal payments on long-term debt (16,112) (10,927)
Proceeds from long-term debt 10,000 --
Proceeds from long-term debt related to the
acquisition of WWLP-TV 128,000 --
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES 121,827 (11,098)
--------- ---------
Net decrease in cash and cash equivalents (6,576) (19,774)
Cash and cash equivalents at the beginning of the period 17,699 41,349
--------- ---------
Cash and cash equivalents at the end of the period $ 11,123 $ 21,575
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
In March 2000, WGRC, Inc., a subsidiary of WWLP Holdings, Inc.,
acquired WWLP-TV for approximately $128.0 million. For
accounting purposes only, the cash flows of WWLP Holdings,
Inc., and its consolidated subsidiaries are included in these
condensed consolidated financial statements. In conjunction
with this acquisition, liabilities were assumed as follows:
Fair value of assets acquired $ 128,635 --
Cash paid (128,000) --
--------- ---------
Liabilities assumed $ 635 --
========= =========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
10
13
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE 1 - BASIS OF PRESENTATION:
LIN Television Corporation, together with its subsidiaries (together, the
"Company" or "LIN Television"), is a television station group operator in the
United States and Puerto Rico that owns nine television stations, eight of which
are network-affiliated television stations. Additionally, the Company has local
marketing agreements ("LMAs") under which it programs four other stations in the
markets in which it operates. LIN Television is an affiliate of Hicks, Muse,
Tate & Furst Incorporated ("Hicks Muse").
All of the Company's direct and indirect consolidated subsidiaries fully
and unconditionally guarantee the Company's Senior Subordinated Notes on a joint
and several basis.
These condensed consolidated financial statements have been prepared
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. These statements should be read in conjunction with the Company's
annual report on Form 10-K for the fiscal year ended December 31, 1999.
In the opinion of management, the accompanying unaudited interim financial
statements contain all adjustments (consisting of normal recurring adjustments)
necessary to summarize fairly the financial position, results of operations and
cash flows of the Company for the periods presented. The interim results of
operations are not necessarily indicative of the results to be expected for the
full year.
The Company's preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the reported
periods. Estimates are used when accounting for the collectability of accounts
receivable and valuing intangible assets, deferred tax assets and net assets of
businesses acquired. Actual results could differ from these estimates.
NOTE 2 - INVESTMENTS:
JOINT VENTURE WITH NBC. The Company owns a 20.38% interest in a joint
venture with NBC and accounts for its interest using the equity method, as the
Company does not have a controlling interest. The following presents the
summarized financial information of the joint venture (in thousands):
Three Months Three Months
Ended Ended
March 31, 2000 March 31, 1999
(unaudited) (unaudited)
-------------- --------------
Net revenues ..................... $ 37,250 $ 29,593
Operating income.................. 12,556 6,598
Net loss ......................... (4,132) (8,929)
March 31, 2000 December 31, 1999
(unaudited) (unaudited)
-------------- -----------------
Current assets ................... $ 14,158 $ 159
Non-current assets ............... 237,759 249,692
Current liabilities .............. 1,087 725
Non-current liabilities........... 815,500 815,500
11
14
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
The financial information of the Company's other joint venture investments is
not material for all periods presented.
NOTE 3 - INTANGIBLE ASSETS:
Intangible assets consisted of the following (in thousands):
March 31, 2000
(Unaudited) December 31, 1999
-------------- -----------------
FCC licenses and network affiliations................... $ 1,058,548 $ 944,020
Goodwill ............................................... 670,397 670,397
----------- -----------
1,728,945 1,614,417
Less accumulated amortization .......................... (78,204) (68,025)
----------- -----------
$ 1,650,741 $ 1,546,392
=========== ===========
NOTE 4- LONG-TERM DEBT:
Long-term debt consisted of the following at (in thousands):
March 31, 2000
(Unaudited) December 31, 1999
-------------- -----------------
Senior Credit Facilities .................................... $ 313,467 $ 319,579
$300,000, 8 3/8% Senior Subordinated Notes
due 2008 (net of discount of $600) ........................ 299,400 299,387
Credit facilities of WWLP Holdings, Inc. and its
consolidated subsidiaries ................................. 128,000 -
--------- ---------
Total debt .................................................. 740,867 618,966
Less current portion ........................................ (17,077) (15,805)
--------- ---------
Total long-term debt ........................................ $ 723,790 $ 603,161
========= =========
NOTE 5 - RELATED PARTY TRANSACTIONS:
MONITORING AND OVERSIGHT AGREEMENT. In 1998 LIN Holdings and LIN Television
(collectively, the "Clients") entered into a ten-year agreement with Hicks, Muse
& Co. Partners, L.P. ("Hicks Muse Partners"), an affiliate of Hicks Muse,
pursuant to which the Clients agreed to pay Hicks Muse Partners an annual fee
(payable quarterly) for oversight and monitoring services. The aggregate annual
fee is adjustable on January 1 of each calendar year to an amount equal to 1.0%
of the budgeted consolidated annual earnings before interest, tax, depreciation
and amortization ("EBITDA") of LIN Holdings and its subsidiaries for the then
current fiscal year. Upon the acquisition by LIN Holdings and its subsidiaries
of another entity or business, the fee is adjusted prospectively in the same
manner using the pro forma consolidated annual EBITDA of LIN Holdings and it
subsidiaries. In no event shall the annual fee be less than $1,000,000. Hicks
Muse Partners is also entitled to reimbursement for any expenses incurred by it
in connection with rendering services allocable to LIN Holdings or LIN
Television. The fee for the three months ended March 31, 2000 and 1999 was
$338,475 and $250,000, respectively.
WWLP, HOLDINGS, INC. Pursuant to a Guarantee and Collateral Agreement with
Chase Manhattan Bank, as administrative agent, and the lenders named therein,
dated March 31, 2000, the Company is the guarantor of a $75 million credit
facility to WWLP, Inc. of which $50 million was outstanding as of March 31,
2000. WWLP Holdings Inc., and its subsidiaries WWLP, Inc. and WGRC, Inc.
(together, "WWLP Holdings"), companies recently formed by Gary R. Chapman,
President and CEO of LIN Television, acquired the broadcast license and
operating assets of WWLP-TV,a station previously operated by Benedek
Broadcasting Corporation, on March 31, 2000. The acquisition was accounted for
as a purchase by WWLP Holdings and accordingly, the purchase price was allocated
to the assets acquired and liabilities assumed based on their estimated fair
values at the date of acquisition. Those estimates are subject to adjustment
when additional information concerning tangible asset and liability valuations
is finalized. The Company does not own or control the assets or FCC license of
WGRC, Inc. Pursuant to Emerging Issues Task Force Topic D-14, "Transactions
Involving Special Purpose Entities," WWLP Holdings satisfies the definition of a
special purpose entity and the Company is deemed to be the sponsor of WWLP
Holdings. Accordingly, the financial results of operations of WWLP Holdings have
been consolidated with those of the Company in these condensed consolidated
financial statements. Mr. Chapman has granted to the Company a one-year purchase
option to acquire the stock of WWLP Holdings at an amount equal to Mr. Chapmans'
investment in WWLP Holdings. In addition, the Company has entered into a
management services agreement as an independent contractor with WGRC, Inc.
whereby the Company provides services related to the management and operations
of WGRC, Inc.
The assets and liabilities of WWLP Holdings at March 31, 2000 are
summarized below:
Current assets ................................................... $ 5,332
Non-current assets ............................................... 123,303
Current liabilities .............................................. 635
Non-current liabilities .......................................... 128,000
WWLP Holdings had no revenues or expenses in any periods presented. Pro
forma statements of operations would not differ materially from reported results
for any period presented.
12
15
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
JOINT VENTURE WITH 21ST CENTURY GROUP LLC. In August 1999, the Company and
21st Century Group LLC ("21st Century"), an entity in which Hicks Muse has a
substantial economic interest, announced the formation of a television station
joint venture, Banks Broadcasting, LLC. The Company and 21st Century also
announced the first transaction of the Banks Broadcasting joint venture, the
entry into a local marketing agreement to build and develop a new WB affiliate
serving the Wichita, Kansas DMA. As of March 31, 2000, the Company has provided
funding of $5.8 million in the form of an investment of $2.9 million and an
advance of $2.9 million, to the Banks Broadcasting joint venture.
NOTE 6 - COMMITMENTS AND CONTINGENCIES:
CHANGES IN FCC OWNERSHIP RULES. Effective November 16, 1999, the Federal
Communications Commission (the "FCC") significantly revised certain of its
broadcast ownership regulations. The new rules are still subject to potentially
significant amendments in response to numerous petitions for reconsideration. As
the rules are currently formulated, the Company believes that: 1) the four LMAs
the Company has entered into in the Grand Rapids, New Haven, Austin and Norfolk
markets are grandfathered; 2) these four combinations are probably eligible for
waivers of the duopoly rule and the Company will likely be able to convert those
LMAs to ownership interests through the exercise of option rights with respect
to each of those stations prior to the expiration of the grandfather period; and
3) the rules permit the continued cross-ownership by the Company and AMFM Inc.,
an entity in which Hicks Muse has a significant economic interest, of the
television and radio stations currently owned by those companies in the Grand
Rapids, Hartford-New Haven, Austin, and Indianapolis markets. (Stations owned by
the Company and AMFM Inc. are each attributable to the other company for
purposes of the radio-television cross-ownership rule.) There can be no
assurances however that the rules will be implemented or interpreted in such a
manner. The Company is still evaluating whether and when to exercise its options
to purchase each of the LMA stations.
HICKS MUSE RESTRUCTURING. On January 21, 2000, Thomas O. Hicks and Hicks,
Muse, Tate and Furst ("Hicks Muse") filed an application with the FCC proposing
to restructure the ownership of the Company in a manner in which the Company and
the applicants believe would render the ownership interests of Thomas O. Hicks
and other Hicks Muse principals nonattributable for the purposes of FCC
ownership rules. The Company expects that the current attribution issues
associated with the Hicks Muse ownership interests will be resolved upon the
13
16
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
completion of the recapitalization. There can be no assurances however that the
application will be approved in such a manner.
OTHER CONTINGENCIES. In September 1999, AMFM Inc., which owns more than 400
radio stations, announced its intention to merge with Clear Channel
Communications, a company which owns more than 500 radio stations and 19
television stations. The television and radio interests owned by the proposed
combined entity would also be attributable to the Company for purposes of the
radio-television cross-ownership rule and the television duopoly rule. Clear
Channel has announced its intention to make whatever divestitures are necessary
to bring it into compliance with the FCC's ownership rules prior to the merger
but the ownership interests of Clear Channel could in the future limit the
ability of the Company to acquire more television stations.
In addition, the Company currently and from time to time is involved in
litigation incidental to the conduct of its business. In the opinion of the
Company's management, none of such litigation as of March 31, 2000 is likely to
have a material adverse effect on the financial position, results of operations,
or cash flows of the Company.
NOTE 7 - SUBSEQUENT EVENTS:
WAND-TV EXCHANGE. On December 13, 1999, the Company entered into an
agreement whereby the Company agreed to exchange with Blade Communications Inc.
a 67% interest in the assets of its television station WAND-TV, Decatur,
Illinois for substantially all of the assets of WLFI-TV, Inc. (the "WAND-TV
Exchange"). WLFI-TV, Inc. owns, operates and is the licensee of television
station WLFI-TV, Lafayette, Indiana. This transaction was completed on April 1,
2000.
NOTE 8 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation - an interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44
clarifies the application of APB Opinion No. 25 and among other issues clarifies
the following: the definition of an employee for purposes of applying APB
Opinion No. 25; the criteria for determining whether a plan qualifies as a
noncompensatory plan; the accounting consequences of various modifications to
the terms of previously fixed stock options or awards; and the accounting for an
exchange of stock compensation awards in a business combination. FIN 44 is
effective July 1, 2000, but certain conclusions in FIN 44 cover specific events
that occurred after either December 15, 1998 or January 12, 2000. The Company
does not expect the application of FIN 44 to have a material impact on the
Company's financial position or results of operations.
14
17
PART I: FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Forward-Looking Statements
Certain statements in this Section and elsewhere in this report are
forward-looking in nature and relate to trends and events that may affect the
future financial position and operating results of LIN Holdings Corp. ("LIN
Holdings") and its subsidiaries, including LIN Television Corporation ("LIN
Television"), together, the "Company." When used in this report, the words
"believes," "anticipates," "intends," and similar expressions are intended to
identify forward-looking statements. There are a number of risks, uncertainties
and factors that could cause the Company's actual results to differ materially
from those forecasted or projected in such forwarding-looking statements. These
factors include, without limitation, the promulgation of the new FCC's broadcast
ownership regulations and other regulatory changes, the attribution of Hicks,
Muse, Tate & Furst Incorporated ("Hicks Muse") ownership interests, the timing
and completion of the Hicks Muse Restructuring, the timing and completion of the
AMFM, Inc. merger with Clear Channel Communications, changes in advertising,
demand, technological changes, acquisitions and dispositions, as well as other
risks detailed in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
Readers are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof. The Company undertakes no
obligation to update publicly forward-looking statements, whether as a result of
new information, future events or otherwise.
Business
The Company is a television station group operator in the United States and
Puerto Rico that owns nine television stations, eight of which are
network-affiliated television stations. Additionally, the Company has local
marketing agreements ("LMAs") under which it provides programming for four other
stations in the markets in which it operates.
Business Combinations and Dispositions
On June 3, 1999, LIN Television of Texas, a subsidiary of LIN Television
("LIN Texas") contributed all of the assets of KXTX-TV to Southwest Sports Group
Holdings LLC, Inc. In exchange, LIN Texas received 500,000 units of SSG's Series
A Preferred Units, par value $100.00 per unit.
On June 30, 1999, the Company acquired the assets of WOOD-TV and the LMA
rights related to WOTV-TV, both of which stations are located in the Grand
Rapids-Kalamazoo-Battle Creek market (the "Grand Rapids Acquisition"). The total
purchase price for the Grand Rapids Acquisition was approximately $142.4
million, including direct costs of the acquisition. The Grand Rapids Acquisition
was funded by the combination of operating funds and $93.0 million of borrowings
under the Company's term loan facility.
On October 19, 1999 the Company acquired Pegasus Broadcasting of San Juan,
L.L.C., the owner and operator of WAPA-TV, an independent station located in San
Juan, Puerto Rico (the "Pegasus Acquisition"). The total purchase price for the
Pegasus Acquisition was approximately $71.8 million in cash, including direct
costs of the acquisition. The Pegasus Acquisition was funded by a combination of
operating funds and $60.0 million of borrowings under the Company's term loan
facility.
WWLP HOLDINGS, INC., Pursuant to a Guarantee and Collateral Agreement with
Chase Manhattan Bank, as administrative agent, and the lenders named therein,
dated March 31, 2000, the Company is the guarantor of a $75 million credit
facility to WWLP, Inc. of which $50 million was outstanding as of March 31,
2000. WWLP Holdings Inc., and its subsidiaries WWLP, Inc. and WGRC, Inc.
(together, "WWLP Holdings"), companies recently formed by Gary R. Chapman,
President and CEO of LIN Television, acquired the broadcast license and
operating assets of WWLP-TV, a station previously operated by Benedek
Broadcasting Corporation, on March 31, 2000. The acquisition was accounted for
as a purchase by WWLP Holdings and accordingly, the purchase price was allocated
to the assets acquired and liabilities assumed based on their estimated fair
values at the date of acquisition. These estimates are subject to adjustment
when additional information concerning tangible asset and liability valuations
is finalized. The Company does not own or control the assets or FCC license of
WGRC, Inc. Pursuant to Emerging Issues Task Force Topic D-14, "Transactions
Involving Special Purpose Entities," WWLP Holdings satisfies the definition of a
special purpose entity and the Company is deemed to be the sponsor of WWLP
Holdings. Accordingly, the financial results of operations of WWLP Holdings have
been consolidated with those of the Company in the condensed consolidated
financial statements. Mr. Chapman has granted to the Company a one-year purchase
option to acquire the stock of WWLP Holdings at an amount equal to Mr. Chapman's
investment in WWLP Holdings. In addition, the Company has entered into a
management services agreement as an independent contractor with WGRC, Inc.
whereby the Company provides services related to the management and operations
of WGRC, Inc.
The assets and liabilities of WWLP Holdings at March 31, 2000 are
summarized below:
Current assets...................................................... $ 5,332
Non-current assets.................................................. 123,303
Current liabilities................................................. 635
Non-current liabilities............................................. 128,000
WWLP Holdings had no revenues or expenses in any periods presented. Pro
forma statements of operations would not differ materially from reported results
for any period presented.
15
18
Results of Operations
Set forth below are the significant factors that contributed to the
operating results of the Company for the three-month periods ended March 31,
2000 and 1999. The Company's results from operations from period to period are
not directly comparable because of the impact of acquisitions and disposals,
including the acquisition of WOOD-TV, WOTV-TV and WAPA-TV and the disposition of
KXTX-TV.
Three Months Ended
------------------
March 31, 2000 March 31, 1999
(unaudited) (unaudited)
-------------- --------------
Net Revenues $ 59,274 $ 44,610
Operating costs and expenses:
Direct operating 18,073 12,104
Selling, general and administrative 14,043 12,466
Corporate 2,516 1,948
KXTX management fee -- 1,543
Amortization of program rights 4,996 3,345
Depreciation and amortization 15,355 14,215
-------- --------
Total operating costs and expenses 54,983 45,621
-------- --------
Operating income (loss) $ 4,291 $ (1,011)
-------- --------
Net revenues consist primarily of national and local air time sales, net of
sales adjustments and agency commissions, network compensation, barter revenues
and revenues from the production of local commercials and sports programming.
Total net revenues for the three- month period ended March 31, 2000 increased
approximately 32.9% to $59.3 compared to net revenue of $44.6 for the same
period last year. The increase is primarily due to the impact of the acquisition
of WOOD-TV, WOTV-TV and WAPA-TV partially offset by the disposition of KXTX-TV.
In addition, the increase is the result of net advertising revenue growth in the
markets in which WTNH-TV and WAVY-TV operate, and the continued growth of the
Company's LMA stations.
Direct operating expenses, consisting primarily of news, engineering,
programming and music licensing costs, increased approximately 49.3% to $18.1
for the three-month period ended March 31, 2000, compared to direct operating
expenses of $12.1 million for the same period last year. The increase is
primarily due to the impact of the acquisition of WOOD-TV, WOTV-TV and WAPA-TV
partially offset by the disposition of KXTX-TV.
16
19
Selling, general and administrative expenses increased approximately 12.7%
to $14.0 million for the three-month period ended March 31, 2000, compared to
selling, general and administrative expenses of $12.5 million for the same
period last year. The increase is primarily the result of higher sales
commission costs associated with the advertising revenue increase.
Corporate expenses, representing costs associated with the centralized
management of the Company's stations, increased 29.2% to $2.5 million for the
three-month period ended March 31, 2000, compared to corporate expenses of $1.9
million for the same period last year. The increase is primarily driven by
increases in corporate development expenses and management bonuses.
The KXTX management fee, representing fees paid to SSG for the management
and sub-programming of KXTX-TV, ceased on June 3, 1999 as a result of the
disposition of KXTX.
Amortization of program rights, representing costs associated with the
acquisition of syndicated programming, features and specials increased 49.4% to
$5.0 million for the three-month period ended March 31, 2000, compared to
amortization of program rights of $3.3 million for the same period last year.
The increase is primarily due to the impact of the acquisition of WOOD-TV,
WOTV-TV and WAPA-TV partially offset by the disposition of KXTX-TV.
Depreciation and amortization of intangible assets increased 8.0% to $15.4
million for the three-month period ended March 31, 2000, compared to
depreciation and amortization of intangible assets of $14.2 million for the same
period last year. The increase is primarily due to the increase in intangible
assets associated with the acquisition of WOOD-TV, WOTV-TV and WAPA-TV.
Other Expenses
Interest expense increased $3.9 million to $19.8 the three-month period
ended March 31, 2000, compared to interest expense of $15.9 million for the same
period last year. The increase is the result of increased borrowings associated
with the acquisition of WOOD-TV, WOTV-TV and WAPA-TV in 1999.
The Company's provision for income taxes increased $10.1 million to $7.1
million for the three-month period ended March 31, 2000, compared to a benefit
of $3.0 million for the same period last year. The increase was primarily due to
a decrease in the Company's net loss.
Liquidity and Capital Resources
Net cash provided by operating activities for the three months ended March
31, 2000 totaled $5.4 million, compared to net cash used in operating activities
of $1.2 million for the same period last year. The increase is the result of
increases in operating income. Net cash used in investing activities was $133.8
million for the three months ended March 31, 2000, compared to $7.5 million for
the same period last year. The increase is primarily due to amounts paid related
to the WWLP-TV transaction. Net cash provided by financing activities for the
three months ended March 31, 2000 was $121.8 million compared to cash used in
financing activities of $11.1 million for the same period last year. The
increase in cash provided is due to proceeds from a credit facility provided to
WWLP Holdings, Inc. and its subsidiaries in connection with the WWLP-TV
transaction.
Based on the current level of operations and anticipated future growth
(both internally generated as well as through acquisitions), the Company
believes that its cash flows from operations, together with borrowings under its
credit facilities, will be sufficient to meet its anticipated requirements for
working capital, capital expenditures, interest payments and scheduled principal
payments for at least the next year.
17
20
Year 2000
As of the date of this report, the Company has not experienced any material
Year 2000 related business interruptions. The Company will continue to engage in
an ongoing Year 2000 assessment, but has not yet identified any material Year
2000 issues. The Company believes that modifications and conversions of its
internal systems and equipment has allowed it to be Year 2000 compliant. There
can be no assurance, however, that the Company's internal systems or equipment
or those of third parties on which the Company relies are completely Year 2000
compliant or that Year 2000 problems will not occur in the future. The failure
of the systems or equipment of the Company or third parties could have a
material adverse effect on the Company's business, financial position and
results of operations.
18
21
PART I: FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates
principally with respect to its credit facility, which is priced based on
certain interest rate alternatives. The Company's Senior Subordinated and Senior
Discount Notes are fixed rate instruments (see Note 4 of the notes to the
condensed consolidated financial statements.) The Company does not believe that
its interest rate risks are material to its operations.
19
22
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As previously reported, LIN Television was named as a defendant in four
lawsuits regarding the then proposed merger of LIN Television with LIN Holdings.
The plaintiffs in each of these actions have agreed to an indefinite extension
of time for each of the defendants served to respond to the respective
complaints. No discovery has taken place.
In addition, the Company currently and from time to time is involved in
litigation incidental to the conduct of its business. In the opinion of the
Company's management, none of such litigation at March 31, 2000 is likely to
have a material adverse effect on the Company's financial condition, results of
operations or cash flows.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS:
---------
10.28 Amended and Restated Guarantee and Collateral Agreement dated as of
March 31, 2000, between LIN Holdings Corp., LIN Television
Corporation and certain of its Subsidiaries, in favor of The Chase
Manhattan Bank.
10.29 Option Agreement dated as of March 31, 2000, between LIN Television
Corporation and Gary R. Chapman.
10.30 Management Service Agreement dated as of March 31,
2000, between LIN Television Corporation and WGRC,
LLC.
27.1 Financial Data Schedule for LIN Holdings Corp. for the three months
ended March 31, 2000.
27.2 Financial Data Schedule for LIN Television Corporation for the three
months ended March 31, 2000.
REPORTS ON FORM 8-K:
None.
20
23
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrants have duly caused this report to be signed on each of their
respective behalf by the undersigned thereunto duly authorized.
LIN HOLDINGS CORP. LIN TELEVISION CORPORATION
(Registrant) (Registrant)
DATED: MAY 12, 2000 /s/ Peter E. Maloney
-------------------------
Peter E. Maloney
Vice President of Finance
(Principal Financial and
Accounting Officer.)
21