1
As filed with the Securities and Exchange Commission on August 14, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 September 30, 1996.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
for the transition period from _________ to __________
Commission File Number: 0-25206
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LIN TELEVISION CORPORATION
--------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3581627
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
FOUR RICHMOND SQUARE, SUITE 200, PROVIDENCE, RI 02906
- ----------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(401) 454-2880
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has 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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at November 11, 1996
----- -----------------------------
Common Stock, $0.01 par value 29,687,716
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PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LIN TELEVISION CORPORATION
Consolidated Balance Sheets
(Dollars in thousands)
(unaudited)
September 30, December 31,
ASSETS 1996 1995
---------------------------
Current assets:
Cash and cash equivalents $ 25,930 18,025
Accounts receivable, less allowance for
doubtful accounts (1996-$2,201; 1995-$1,964) 53,412 50,732
Program rights 11,243 10,218
Other current assets 2,413 7,076
------------------------
Total current assets 92,998 86,051
Property and equipment, less accumulated depreciation 107,201 95,570
Program rights and other noncurrent assets 12,157 12,433
Equity in joint venture 617 500
Intangible assets, less accumulated amortization
(1996-$56,459; 1995-$47,791) 384,034 392,702
------------------------
Total assets $ 597,007 $ 587,256
------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,225 $ 9,198
Program obligations 11,453 12,651
Accrued income taxes 3,860 8,461
Other accruals 21,318 21,725
------------------------
Total current liabilities 44,856 52,035
Long-term debt 365,000 387,000
Deferred income taxes 62,207 57,811
Other noncurrent liabilities 4,478 3,976
Stockholders' equity:
Preferred stock, $.01 par value:
Authorized shares 15,000,000 - Issued and
outstanding shares - none -- --
Common stock, $.01 par value:
Authorized shares 90,000,000 - Issued and
outstanding shares - 29,685,000 (29,489,000 in 1995) 297 295
Additional paid-in capital 275,938 271,446
Accumulated deficit (155,769) (185,307)
------------------------
Total stockholders' equity 120,466 86,434
------------------------
Total liabilities and stockholders' equity $ 597,007 $ 587,256
------------------------
The December 31, 1995 information was derived from the audited financial
statements at that date.
See accompanying notes.
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PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
LIN TELEVISION CORPORATION
Consolidated Statements of Income
(Amounts in thousands, except per share data)
(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
------- ------- -------- --------
Net revenues $68,780 $49,066 $201,895 $153,344
Operating costs and expenses:
Direct operating 19,635 11,221 54,296 35,401
Selling, general, and administrative 14,990 11,189 45,838 34,623
Corporate 1,921 1,512 5,229 4,388
Amortization of program rights 3,492 2,500 10,902 8,491
Depreciation and amortization of
intangible assets 6,364 4,142 18,988 12,426
---------------------------------------------------
Total operating costs and expenses 46,402 30,564 135,253 95,329
---------------------------------------------------
Operating income 22,378 18,502 66,642 58,015
Other (income) expense:
Interest expense 6,853 6,050 20,576 19,084
Investment income (409) (415) (941) (1,034)
Other expense -- -- -- 320
Equity in loss of joint venture 633 -- 633 --
---------------------------------------------------
Total other expense 7,077 5,635 20,268 18,370
---------------------------------------------------
Income before provision for income taxes 15,301 12,867 46,374 39,645
Provision for income taxes 5,556 4,954 16,836 15,263
---------------------------------------------------
Net Income $ 9,745 $ 7,913 $ 29,538 $ 24,382
---------------------------------------------------
Net income per share $0.32 $0.26 $0.98 $0.82
----- ----- ----- -----
Weighted average shares outstanding 30,204 29,897 30,059 29,824
------ ------ ------ ------
See accompanying notes.
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PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
LIN TELEVISION CORPORATION
Consolidated Statements of Cash Flows
(Amounts in thousands)
(unaudited)
Nine Months Ended September 30,
1996 1995
-------------------------------
OPERATING ACTIVITIES:
Net income $ 29,538 $ 24,382
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization (includes amortization
of financing costs) 19,764 13,266
Tax benefit from exercises of stock options 422 1,239
Deferred income taxes 4,396 1,040
Amortization of program rights 10,902 8,491
Program payments (12,181) (8,581)
LIN Broadcasting corporate service charges forgiven -- (365)
Equity in joint venture (117) (500)
Changes in operating assets and liabilities:
Accounts receivable (2,680) 2,824
Other assets 4,312 1,682
Liabilities (5,762) 725
-----------------------
Total adjustments 19,056 19,821
-----------------------
Net cash provided by operating activities 48,594 44,203
-----------------------
INVESTING ACTIVITIES:
Capital expenditures (21,951) (12,535)
Acquisitions -- (4,807)
Local Marketing Agreement expenditures -- (750)
-----------------------
Net cash used in investing activities (21,951) (18,092)
-----------------------
FINANCING ACTIVITIES:
Proceeds from exercises of stock options and
from sale of Employee Stock Purchase Plan shares 4,072 3,866
Principal payments on long-term debt (22,000) (18,750)
Purchase of interest rate caps -- (319)
Loan fees incurred on long term debt (810)
-----------------------
Net cash used in financing activities (18,738) (15,203)
-----------------------
Net increase in cash and cash equivalents 7,905 10,908
-----------------------
Cash and cash equivalents at the beginning of the period 18,025 17,907
-----------------------
Cash and cash equivalents at the end of the period $ 25,930 $ 28,815
-----------------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
Interest $ 23,097 $ 16,134
Income taxes $ 16,629 $ 11,016
See accompanying notes.
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PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
LIN TELEVISION CORPORATION
Notes to Consolidated Financial Statements
September 30, 1996
(unaudited)
Note 1 - Basis of Presentation
These 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 condensed
consolidated financial statements should be read in conjunction with the audited
financial statements and the notes thereto included in the Company's Form 10-K
for the year ended December 31, 1995.
The financial information included herein reflects all adjustments
(consisting of normal recurring adjustments) which are, in the opinion of
management, necessary to a fair presentation of the results for interim periods.
The results of operations for the three and nine months ended September 30, 1996
are not necessarily indicative of the results to be expected for the full year.
Note 2 - Spin-Off and Acquisitions
As previously reported, the Company became an independent, publicly traded
company on December 28, 1994 as a result of the tax-free spin-off from LIN
Broadcasting (the "Spin-Off"). The Company also acquired station WTNH-TV, the
ABC affiliate in New Haven-Hartford, Connecticut, simultaneously with the
Spin-Off.
On October 2, 1995, the Company acquired television station WIVB-TV, the
CBS affiliate in Buffalo, New York, for approximately $100.7 million in cash
(the "WIVB-TV Acquisition"), subject to adjustments as set forth in the stock
purchase agreement. The WIVB-TV Acquisition was accounted for as a purchase and
was funded with cash from operations and the incurrence of an additional $77
million in debt.
The summarized unaudited pro forma results of operations set forth below
for the three and nine month periods ended September 30, 1996 and 1995 assume
the WIVB-TV Acquisition had taken place on January 1, 1995 (in thousands, except
per share amounts).
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -------------------
1996 1995 1996 1995
------- ------- -------- --------
(Amounts in thousands, except per share data)
Net revenues $68,780 $54,503 $201,895 $169,544
Operating income 22,378 19,457 66,642 60,677
Net income 9,745 7,492 29,538 23,062
Net income per share $ 0.32 $ 0.25 $ 0.98 $ 0.77
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PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
LIN TELEVISION CORPORATION
Notes to Consolidated Financial Statements
September 30, 1996
(unaudited)
Note 3 - Net Income Per Share
Net income per share is calculated by dividing the income attributable to
common shares by the weighted average number of common shares outstanding during
each of the periods, computed under the treasury stock method. Net income per
share for the three and nine month periods ending September 30, 1996 and 1995,
respectively, is computed as follows (amounts in thousands, except per share
data):
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
------- ------- ------- -------
Primary:
Average shares outstanding 29,671 29,414 29,609 29,341
Net effect of dilutive stock options-
based on the treasury stock method
using average market price 533 483 450 483
------- ------- ------- -------
Totals 30,204 29,897 30,059 29,824
------- ------- ------- -------
Net income $ 9,745 $ 7,913 $29,538 $24,382
------- ------- ------- -------
Per share amount $ 0.32 $ 0.26 $ 0.98 $ 0.82
------- ------- ------- -------
Fully diluted:
Average shares outstanding 29,671 29,414 29,609 29,341
Net effect of dilutive stock options-
based on the treasury stock method
using closing market price, if higher
than average market price 676 483 674 483
------- ------- ------- -------
Totals 30,347 29,897 30,283 29,824
------- ------- ------- -------
Net income $ 9,745 $ 7,913 $29,538 $24,382
------- ------- ------- -------
Per share amount $ 0.32 $ 0.26 $ 0.98 $ 0.82
------- ------- ------- -------
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PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
LIN TELEVISION CORPORATION
Notes to Consolidated Financial Statements
September 30, 1996
(unaudited)
Note 4 - Long-Term Debt
In August 1996, the Company renegotiated the terms of its bank credit
facility (the "Bank Credit Facility") primarily to reduce its effective interest
rate. The Bank Credit Facility, as amended, permits the Company to borrow up to
$600 million of an eight-year, reducing revolving credit facility. The Company
presently has indebtedness outstanding of $365 million under the Bank Credit
Facility. The Company is required to repay the indebtedness outstanding through
semi-annual installments under the revolving facility, commencing on December
31, 2001 and continuing through December 31, 2004, at which time the debt will
be fully repaid. Under certain circumstances, the Company may be required to
apply cash proceeds from certain sales of assets which are not reinvested in
similar assets to the prepayment of loans. The Bank Credit Facility, as amended,
also permits the Company to solicit commitments for an incremental $300 million,
eight-year, reducing revolving credit facility (the "Incremental Facility").
Aggregate commitments to the Incremental Facility, if any, will reduce in eight
equal semi-annual amounts beginning 2001 and ending 2004. The Bank Credit
Facility contains covenants restricting certain activities, including, but not
limited to, (i) acquisitions and investments, (ii) incurrence of debt, (iii)
distributions and dividends to stockholders, (iv) mergers and sales of assets,
(v) prepayments and subordinated indebtedness, and (vi) creation of liens. As
security under the Bank Credit Facility, the Company has given a negative pledge
on the assets and capital stock of each of its subsidiaries, which own all of
the Company's television properties. Such subsidiaries are restricted from
making certain distributions or payments to the Company. Under the Bank Credit
Facility, the Company must remain in compliance with a series of financial
covenants, which compare the levels of the Company's indebtedness to its cash
flows as of the end of each quarter. As of September 30, 1996, the Company was
in compliance, in all material respects, with all covenants. In order to comply
with covenants under the Bank Credit Facility and to provide interest rate
protection, the Company purchased interest rate caps at a cost of $346,000 in
1995. The interest rate caps cover notional amounts totaling $190.0 million, are
based on three-month LIBOR, and have strike rates of 9%. Each of these interest
rate cap agreements terminates on December 31, 1997. The costs of the interest
rate caps are capitalized and charged to interest expense over the lives of the
caps. During 1995, and for the nine months ended September 30, 1996, the
prevailing market rates were below the rate caps in effect; thus, the only
effect on the Company's interest expense from such transactions was the
amortization of the cost of these caps.
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PART 1. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RECENT DEVELOPMENTS
The Company is engaged in the commercial television broadcasting business
and currently owns and operates eight network affiliated television stations,
two low power television ("LPTV") networks and two LPTV stations. The Company
also provides programming and advertising services to four stations through
local marketing agreements ("LMAs"). LMAs provide the Company with an additional
broadcasting outlet and promote diversity in news, programming and community
service in the markets served by the Company's stations.
As previously reported, the Company became an independent, publicly traded
company on December 28, 1994 as a result of the Spin-Off. The Company also
acquired station WTNH-TV, the ABC affiliate in New Haven-Hartford, Connecticut,
simultaneously with the Spin-Off. On October 2, 1995, the Company acquired
station WIVB-TV, the CBS affiliate in Buffalo, New York (see "Note 2-Spin-Off
and Acquisitions" of the Company's Notes to Consolidated Financial Statements).
In November 1995, the Company entered into an affiliation agreement with Fox
Broadcasting Company making available to WVBT-TV the programming of the Fox
network for a ten-year term commencing on September 1, 1998. The Company
believes that WVBT-TV's broadcast cash flow will substantially increase after
such affiliation becomes effective.
This Quarterly Report on Form 10-Q contains forward-looking statements
that involve a number of risks and uncertainties. When used in this Quarterly
Report on Form 10-Q the words "believes," "anticipated" and similar expressions
are intended to identify forward-looking statements. There are a number of
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, competition from other local free
over-the-air broadcast stations, acquisitions of additional broadcast
properties, and future debt service obligations and those set forth under the
caption "Certain Factors That May Affect Future Results" in the Company's Annual
Report on Form 10-K for 1995. Readers are cautioned not to place undue reliance
on these forward-looking statements which speak only as of the date hereof. The
Company undertakes no obligations 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.
Set forth below are the significant factors that contributed to the
operating results of the Company for the three and nine month periods ending
September 30, 1996 and 1995. The WIVB-TV Acquisition, and, to a lesser extent,
the operation of the Company's four LMAs, affect the year-to-year comparability
of the Company's financial results.
RESULTS OF OPERATIONS
- ---------------------
REVENUES
Total net revenues consist of national and local time sales, net of sales
adjustments and agency commissions, network compensation, barter revenues,
revenue from the production of local advertising spots, tower rental, Local
Weather Station revenues, and cable retransmission income. Total net revenues
increased 40.2% and 31.7% for the three and nine month periods ended September
30, 1996, respectively, compared to the same periods last year. Approximately
89.0% and 88.4% of the Company's total net revenues for the three and nine month
periods ended September 30, 1996, respectively, were derived from net national
and net local advertising time sales. Spot revenue increases in certain of the
stations' markets were driven by the continued steady demand for television
advertising time and as a result of strong ratings growth, especially at the NBC
affiliates, which led to a more complete sale of inventory and
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PART 1. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)
increased advertising rates. Ratings growth at the NBC affiliate stations was
due, in part, to the broadcast of the 1996 Summer Olympics. Net revenue at LMA
station KXTX-TV also increased $3.6 million in the third quarter as a result of
ratings growth and increased advertising rates related to new sports
programming. As previously reported, the Company acquired the rights to produce
and telecast locally all Texas Ranger's Baseball games for the next five years.
Political advertising increased $1.2 million and $2.8 million for the three and
nine month periods ended September 30, 1996, respectively, due substantially to
gubernatorial and national elections. The WIVB-TV Acquisition accounted for
approximately 26.1% and 34.3% of the total net revenue increase for the three
and nine month periods ended September 30, 1996, respectively.
Network revenue increased $1.3 million and $3.2 million for the three and
nine month periods ended September 30, 1996, respectively, compared to the same
periods last year. The increase was due primarily to the new ABC affiliation
agreement, as previously reported, and the WIVB-TV Acquisition.
Revenues from the Local Weather Station increased moderately for the three
and nine month periods ended September 30, 1996. The Company provides the Local
Weather Station to cable operators in all of its markets, except New
Haven-Hartford and Buffalo, and presently intends to expand this service to
additional markets in the future.
OPERATING EXPENSES
Direct operating expenses for the three and nine month periods ended
September 30, 1996 increased 75.0% and 53.4%, respectively, over the same
periods in 1995, due primarily to the amortization of sports programming for
Texas Rangers Baseball in the third quarter of 1996. The WIVB-TV Acquisition
and, to a lesser extent, increased programming expense at station WTNH-TV, due
to a change in the syndicated/barter programming mix, also contributed to the
overall increase.
Selling, general and administrative expenses increased 34.0% and 32.4% for
the three and nine month periods ended September 30, 1996, respectively,
compared to the same periods in 1995. The increase was due to the WIVB-TV
Acquisition, expenses associated with the production of sports programming, and
an increase in salesperson compensation and representative commissions
associated with increased revenues.
Total corporate expenses, which have increased 27.1% and 19.2% for the
three and nine month periods ended September 30, 1996, respectively, compared to
the same periods last year, are comprised of costs associated with the
centralized management of the stations. The increase is due primarily to
increased costs associated with operating as a public company.
Amortization of program rights rose approximately 39.7% and 28.4% for the
three and nine month periods ended September 30, 1996, respectively, due
primarily to the WIVB-TV Acquisition. The amortization of programming rights
reflects the expenses related to the acquisition of syndicated programming,
features and specials purchased to air on the Company's television stations. As
independents or Warner Brothers network affiliates, the LMAs have substantially
more syndicated programming than comparable network affiliated stations in the
group. Amortization of program rights is, therefore, proportionately higher at
the LMA stations.
Depreciation and the amortization of intangible assets increased 53.6% and
52.8% for the three and nine month periods ended September 30, 1996,
respectively, compared to the same periods in 1995.
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PART 1. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)
Substantially all of this increase is related to the WIVB-TV Acquisition and new
equipment placed in service at the Company's LMAs.
OPERATING INCOME
For the reasons discussed above, the Company reported an increase in
operating income of $3.9 million or 20.9% and $8.6 million or 14.9% for the
three and nine month periods ended September 30, 1996, respectively, compared to
the same periods last year.
Interest expense, comprised of interest payable on funds borrowed under
the Company's Bank Credit Facility, increased 13.3% and 7.8% for the three and
nine month periods ended September 30, 1996, respectively, compared to the same
periods last year, due primarily to additional funds outstanding as a result of
the WIVB-TV Acquisition.
The Company's provision for income taxes increased 12.2% and 10.3% for the
three and nine month periods ended September 30, 1996, respectively, compared to
the same period last year, due to higher income before taxes, offset slightly by
a decrease in the Company's effective tax rate.
The Company's operating margins declined as a result of the development of
the LMAs in New Haven, Norfolk, and Austin, each of which reported significant
revenue increases over last year but which have not yet reached break-even.
LIQUIDITY AND CAPITAL RESOURCES
It is the Company's policy to carefully monitor the state of its business,
cash requirements and capital structure. From time to time, the Company may
enter into transactions pursuant to which debt is extinguished, including sales
of assets or equity, joint ventures, reorganizations or recapitalizations. There
can be no assurance that any such transactions will be undertaken or, if
undertaken, will be favorable to stockholders or result in the extinguishment of
debt.
The Company's principal sources of funds are its operations and its Bank
Credit Facility. Net cash provided by operating activities for the nine months
ended September 30, 1996 was $48.6 million compared to $44.2 million in the same
period last year. The increase is primarily due to higher net income and a
decrease in working capital, offset by cash paid for interest and income taxes.
Net cash used in investing activities was $22.0 million for the nine months
ended September 30, 1996, compared to $18.1 million in 1995 principally related
to increased capital expenditures. The increase is a result of the Company's
continuing effort to employ state of the art technology at the television
station sites in order to maximize the quality of the on air product. Net cash
used in financing activities for the period ended September 30, 1996 was $18.7
million compared to net cash used in financing activities of $15.2 million in
the same period last year. The fluctuation is due, primarily, to the reduction
of long-term debt under the Bank Credit Facility.
In August 1996, the Company renegotiated the terms of its Bank Credit
Facility primarily to reduce interest attributable to outstanding debt. The Bank
Credit Facility, as amended, permits the Company to borrow up to $600 million of
an eight-year, reducing revolving credit facility. The Company presently has
indebtedness outstanding of $365 million under the Bank Credit Facility. The
Company is required to repay the indebtedness outstanding through semi-annual
installments payable under the
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PART 1. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)
revolving facility, commencing on December 31, 2001 and continuing through
December 31, 2004, at which time the debt will be fully repaid. Under certain
circumstances, the Company may be required to apply cash proceeds from certain
sales of assets which are not reinvested in similar assets to the prepayment of
the debt. The Bank Credit Facility, as amended, also permits the Company to
solicit commitments for an incremental $300 million, eight-year, reducing
revolving credit facility (the "Incremental Facility"). Aggregate commitments to
the Incremental Facility, if any, will reduce in eight equal semi-annual amounts
beginning 2001 and ending 2004. As of September 30, 1996, the Company has funds
available of approximately $235 million under the Bank Credit Facility. The Bank
Credit Facility contains maintenance requirements on the coverage of a set of
financial ratios, restrictions on dividends and the incurrence of additional
debt.
The Company's current and future debt service obligations could have
adverse consequences to holders of the Company's common stock, including the
following: (i) the Company's ability to obtain financing for future working
capital needs or additional acquisitions or other purposes may be limited; (ii)
a substantial portion of the Company's cash flow from operations will be
dedicated to the payment of principal and interest on its indebtedness, thereby
reducing funds available for operations; and (iii) the Company may be more
vulnerable to adverse economic conditions than less leveraged competitors and,
thus, may be limited in its ability to withstand competitive pressures.
The Company expects to be able to satisfy its future debt service
obligations and other commitments with cash flow from operations. However, there
can be no assurance that the future cash flow of the Company will be sufficient
to meet such obligations and commitments. If the Company is unable to generate
sufficient cash flow from operations in the future to service its indebtedness
and to meet its other commitments, it may be required to refinance all or a
portion of its existing indebtedness or to obtain additional financing. There
can be no assurance that any such refinancing or additional financing could be
obtained on acceptable terms. If the Company is unable to service or refinance
its indebtedness, it may be required to sell one or more of its stations to
reduce debt service obligations.
The Company has never paid dividends on its common stock and has no
present intention of paying dividends on its common stock in the foreseeable
future. It has been the Company's policy to retain earnings in order to finance
its business. In addition, the Bank Credit Facility restricts the Company from
paying cash dividends. Any future dividends will be dependent upon the Company's
financial condition, results of operations, current or anticipated cash
requirements, acquisition plans, restrictions imposed by any credit facility
then in place, and other factors which the Company's management and Board of
Directors deem relevant.
INFLATION
The Company believes that its businesses are affected by inflation to an
extent no greater than other businesses are generally affected.
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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. The Company is not a party to any
lawsuit or proceeding that, in management's opinion, is likely to have a
material adverse effect on the Company's financial condition, results of
operations or cash flows.
ITEM 5. OTHER INFORMATION
CONTINGENT MATTERS
On October 12, 1996, the tower used by LMA station KXTX-TV, in the
Dallas-Fort Worth market, collapsed. The tower was being prepared for the
rigging of a new antenna when the accident occurred. KXTX-TV resumed
broadcasting with a temporary transmitter on the KXAS-TV tower on October 20,
1996. The accident is under investigation. The Company believes that the
situation will not have a material impact on its consolidated financial
performance.
The Congress and the FCC have under consideration, and in the future may
consider and adopt, new laws, regulations and policies regarding a wide variety
of matters that could affect, directly or indirectly, the operation, ownership
and profitability of the Company's broadcast stations, result in the loss of
audience share and advertising revenues for the Company's broadcast stations,
and affect the ability of the Company to acquire additional broadcast stations
or finance such acquisitions.
The Telecommunications Act of 1996 (the "Act"), signed into law on
February 8, 1996, made various changes in the Communications Act that will
affect the broadcast industry. Among other things, the Act (i) directs the FCC
to increase the national audience reach cap for television from 25% to 35% and
to eliminate the 12-station numerical limit; (ii) directs the FCC to review its
local ownership restrictions; (iii) "grandfathers" existing LMAs which were in
compliance with FCC regulations on the date of enactment and clarifies that
future LMAs are not inconsistent with the Act so long as they comply with
applicable FCC regulations; (iv) directs the FCC to extend its liberal policy of
permitting waivers of its television/radio cross-ownership restriction to
proposed combinations in the top 50 markets; (v) lifts the statutory ban on
cable-broadcast cross-ownership but does not direct the FCC to eliminate its
parallel FCC rule prohibition; (vii) repeals the statutory ban against telephone
companies providing video programming in their own service areas; and (viii)
permits but does not require the FCC to award to broadcasters a third channel
for Advanced Television ("ATV") and other digital services and imposes a fee on
subscription based services. Certain leaders in Congress have asked the FCC to
postpone issuing ATV licenses pending consideration of possible future
legislation that would require broadcasters to bid at auction for ATV channels
or return the existing conventional channels to the FCC on an expedited basis.
The FCC has initiated rulemaking proceedings to consider proposals to
relax its television ownership restrictions, including ones that would permit
the ownership, in some circumstances, of two
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PART II. OTHER INFORMATION (CONTINUED)
ITEM 5. OTHER INFORMATION (CONTINUED)
television stations with overlapping service areas. The FCC may also consider in
these proceedings whether to adopt new restrictions on television LMAs, e.g.,
whether LMAs should be considered "attributable" ownership interests for
purposes of the FCC's ownership rules. The "duopoly" rules currently prevent the
Company from acquiring the FCC licenses of its LMA stations, thereby preventing
the Company from directly fulfilling its obligations under put options that such
LMA stations have with the Company. If the Company should be unable to fulfill
its obligation under a put option, it would be required to find an assignee who
could perform such obligation. There is no assurance that the Company could find
an assignee to fulfill the Company's obligations under the put options on
favorable terms. Under the Act, the Company's LMAs were "grandfathered" and
cannot be prohibited by the FCC. The precise extent to which the FCC may
nevertheless restrict existing LMAs or make them attributable ownership
interests is uncertain and the Company could be required to modify its LMAs in
ways which impair their viability, though the Company does not believe this is
likely to occur. The Company is unable to predict the ultimate outcome of
possible changes to these FCC rules and the impact such FCC rules may have on
its broadcasting operations.
All of the Company's LMAs allow, in accordance with FCC rules, regulations
and policies, preemptions of the Company's programming by the owner-operator and
FCC licensee of each station with which the Company has an LMA. Accordingly, the
Company cannot be assured that it will be able to air all of the programming
expected to be aired on those stations with which it has an LMA or that the
Company will receive the anticipated advertising revenue from the sale of
advertising spots in such programming. Although the Company believes that the
terms and conditions of each of its LMAs should enable the Company to air its
programming and utilize the programming and other non-broadcast license assets
acquired for use on the LMA stations, there can be no assurance that early
terminations of the LMAs or unanticipated preemptions of all or a significant
portion of the programming by the owner-operator and FCC licensee of such
stations will not occur. An early termination of one of the Company's LMAs, or
repeated and material preemptions of programming thereunder, could adversely
affect the Company's operations.
The Company cannot predict what other matters might be considered in the
future, nor can it judge in advance what impact, if any, the implementation of
any of these proposals or changes might have on its business.
The foregoing does not purport to be a complete discussion of all the
provisions of the Act, or other Congressional acts, or the regulations and
policies of the FCC promulgated thereunder.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
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Exhibit 11.1 Statement Re: Computation of Earnings Per Share
See Note 3 to the financial statements presented on page 5 of this report.
Exhibit 10.24
Severance Compensation Agreement dated as of September 5, 1996, between
LIN Television Corporation and Gary R. Chapman.
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PART II. OTHER INFORMATION (CONTINUED)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
Exhibit 10.25
Employment Agreement dated as of September 5, 1996, between LIN Television
Corporation and Gary R. Chapman.
Exhibit 10.26
Severance Compensation Agreement dated as of September 5, 1996, between LIN
Television Corporation and Deborah R. Jacobson.
Exhibit 10.27
Severance Compensation Agreement dated as of September 5, 1996, between LIN
Television Corporation and Paul Karpowicz.
Exhibit 10.28
Severance Compensation Agreement dated as of September 5, 1996, between LIN
Television Corporation and C. Robert Ogren, Jr.
Exhibit 10.29
Severance Compensation Agreement dated as of September 5, 1996, between LIN
Television Corporation and Gregory M. Schmidt.
Exhibit 10.30
Credit Agreement dated November 30, 1994 as amended and restated as of
September 26, 1996 among LWWI Broadcasting, Inc., LIN Television Corporation,
Barclays Bank, PLC, Nations Bank of Texas, N.A., The Bank of Nova Scotia, The
Bank of New York, The Chase Manhattan Bank, N.A., Citicorp Securities, Inc.,
Toronto Dominion (New York) and Toronto Dominion (Texas).
REPORTS ON FORM 8-K
- -------------------
No reports on Form 8-K were filed during the quarter for which this report is
filed.
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SIGNATURES
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Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LIN TELEVISION CORPORATION
(Registrant)
DATED: August 12, 1996 /s/ Peter E. Maloney
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Peter E. Maloney
Vice President of Finance/Tax