1
As filed with the Securities and Exchange Commission on May 13, 1997
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 March 31, 1997.
[ ] 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 May 6, 1997
----- --------------------------
Common Stock, $0.01 par value 29,776,201
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LIN TELEVISION CORPORATION
Form 10-Q
Table of Contents
Part I. Financial Information Page
----
Item 1. Financial Statements
Consolidated Balance Sheets 2
Consolidated Statements of Income 3
Consolidated Statements of Cash Flows 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 7
Part II. Other Information
Item 5. Other Information - Contingent Matters 11
Item 6. Exhibits and Reports on Form 8-K 13
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LIN TELEVISION CORPORATION
Consolidated Balance Sheets
(Dollars in thousands)
(unaudited)
March 31, December 31,
ASSETS 1997 1996
-------------------------
Current assets:
Cash and cash equivalents $ 28,493 27,952
Accounts receivable, less allowance for
doubtful accounts (1997-$2,102; 1996-$1,960) 47,080 52,666
Program rights 6,988 10,133
Other current assets 14,754 6,675
-------------------------
Total current assets 97,315 97,426
Property and equipment, less accumulated depreciation 110,105 106,441
Program rights and other noncurrent assets 9,761 10,427
Equity in joint venture 352 505
Intangible assets, less accumulated amortization
(1997-$62,237; 1996-$59,348) 378,256 381,145
-------------------------
Total assets $595,789 $595,944
=========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,395 $ 7,593
Program obligations 6,624 10,724
Accrued income taxes 5,760 2,518
Other accruals 25,791 20,023
-------------------------
Total current liabilities 46,570 40,858
Long-term debt 335,000 350,000
Deferred income taxes 65,168 64,211
Other noncurrent liabilities 1,952 2,427
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 - 29,774,000 (29,717,000 in 1996) 298 297
Additional paid-in capital 278,510 276,997
Accumulated deficit (131,709) (138,846)
-------------------------
Total stockholders' equity 147,099 138,448
-------------------------
Total liabilities and stockholders' equity $595,789 $595,944
=========================
The December 31, 1996 information was derived from the audited financial
statements at that date.
See accompanying notes.
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PART I. 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
March 31,
-----------------------
1997 1996
------- -------
Net revenues $61,662 $57,539
Operating costs and expenses:
Direct operating 16,068 14,831
Selling, general, and administrative 16,325 14,924
Corporate 1,698 1,645
Amortization of program rights 4,058 3,851
Depreciation and amortization of
intangible assets 6,396 6,298
-----------------------
Total operating costs and expenses 44,545 41,549
-----------------------
Operating income 17,117 15,990
Other (income) expense:
Interest expense 5,718 6,899
Investment income (387) (253)
Equity in loss of joint venture 403 --
-----------------------
Total other expense 5,734 6,646
-----------------------
Income before provision for income taxes 11,383 9,344
Provision for income taxes 4,246 3,392
-----------------------
Net Income $ 7,137 $ 5,952
=======================
Net income per share $ 0.23 $ 0.20
======= =======
Weighted average shares outstanding 30,379 29,971
======= =======
See accompanying notes.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
LIN TELEVISION CORPORATION
Consolidated Statements of Cash Flows
(Amounts in thousands)
(unaudited)
Three Months Ended March 31,
---------------------------
1997 1996
---------------------------
OPERATING ACTIVITIES:
Net income $ 7,137 $ 5,952
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization (includes amortization
of financing costs) 6,621 6,561
Deferred income taxes 957 (325)
Amortization of program rights 4,058 3,851
Program payments (3,838) (4,725)
Equity in loss of joint venture 403 --
Changes in operating assets and liabilities:
Accounts receivable 5,586 3,926
Other assets (8,021) (4,390)
Liabilities 8,545 2,312
------------------------
Total adjustments 14,311 7,210
------------------------
Net cash provided by operating activities 21,448 13,162
------------------------
INVESTING ACTIVITIES:
Capital expenditures (7,171) (9,388)
Asset dispositions -- 310
Investment in joint venture (250) --
------------------------
Net cash used in investing activities (7,421) (9,078)
------------------------
FINANCING ACTIVITIES:
Proceeds from exercises of stock options and
Employee Stock Purchase Plan shares 1,514 1,645
Principal payments on long-term debt (15,000) --
------------------------
Net cash provided by (used in) financing activities (13,486) 1,645
------------------------
Net increase in cash and cash equivalents 541 5,729
------------------------
Cash and cash equivalents at the beginning of the period 27,952 18,025
------------------------
Cash and cash equivalents at the end of the period $ 28,493 $ 23,754
========================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
Interest $ 5,492 $ 6,782
Income taxes $ 46 $ 383
See accompanying notes.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
LIN TELEVISION CORPORATION
Notes to Consolidated Financial Statements
March 31, 1997
(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, 1996.
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 months ended March 31, 1997 are not
necessarily indicative of the results to be expected for the full year.
Note 2 - Impact of Recently Issued Accounting Standards
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings Per Share (Statement 128), which is required to be
adopted on December 31, 1997. At that time, the Company will be required to
change the method currently used to compute earnings per share and to restate
all prior periods. Under the new requirements for calculating primary earnings
per share, the dilutive effect of stock options will be excluded. The impact is
expected to result in an increase of $0.01 or less in primary earnings per share
for the three month periods ended March 31, 1997 and 1996. The impact of
Statement 128 on the calculation of fully diluted earnings per share for these
quarters is not expected to be material.
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 month period ending March 31, 1997 and 1996, respectively,
is computed as follows (amounts in thousands, except per share data):
Three Months Ended
March 31,
---------------------
1997 1996
---------------------
Primary:
Average shares outstanding 29,745 29,530
Net effect of dilutive stock options-
based on the treasury stock method
using average market price 634 441
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Totals 30,379 29,971
====== ======
Net income $7,137 $5,952
====== ======
Per share amount $ 0.23 $ 0.20
====== ======
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
LIN TELEVISION CORPORATION
Notes to Consolidated Financial Statements
March 31, 1997
(unaudited)
Note 3 - Net Income Per Share (continued)
Fully diluted:
Average shares outstanding 29,745 29,530
Net effect of dilutive stock options-
based on the treasury stock method
using closing market price, if higher
than average market price 634 529
------ ------
Totals 30,379 30,059
====== ======
Net income $7,137 $5,952
====== ======
Per share amount $ 0.23 $ 0.20
====== ======
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 the 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 "Facility"). The Company presently has indebtedness
outstanding of $335 million and available funds of $265 million under the
Facility as of March 31, 1997.
The commitment of the Facility will begin to reduce in semi-annual
installments commencing June 30, 1999 such that the annual commitment reduction
will be $30 million in 1999, $120 million per year in years 2000 through 2003,
and the remaining $90 million in 2004. As of March 31, 1997, the Company would
be required, in 2001, to begin making payments to the extent that the balance
outstanding under the Facility exceeds the reduced commitment available and
continue making semi-annual installments under the revolving facility through
December 31, 2004, at which time the debt will be fully repaid. The Company is
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 or limiting
certain activities, including (i) acquisitions and investments, including
treasury stock, (ii) incurrence of debt, (iii) distributions and dividends to
stockholders, (iv) mergers and sales of assets, (v) prepayments and subordinated
indebtedness, and (vi) creations of liens. The Company is required to apply cash
proceeds from certain sales of assets which are not reinvested in similar assets
and excess cash flow to the prepayment of loans. 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. As of
March 31, 1997, the Company was in compliance with all covenants.
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PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
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, as well as those set forth
under the caption "Certain Factors That May Affect Future Results" in the
Company's Annual Report on Form 10-K for 1996. 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 month periods ending March 31,
1997 and 1996.
RESULTS OF OPERATIONS
- ---------------------
BUSINESS
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 (the "Stations").
REVENUES
Total net revenues consist primarily of national and local time sales, net
of sales adjustments and agency commissions, network compensation, barter
revenues, revenues from the production of local commercials and sports
programming, tower rental revenues, Local Weather Station revenues, and cable
retransmission income. Total net revenues increased approximately 7% for the
three month period ended March 31, 1997 compared to the same period last year.
Approximately 87% of the Company's total net revenues for the three months
ended March 31, 1997 were derived from net national and net local advertising
time sales. Advertising revenues for this three month period increased
approximately 5% over the same period last year. Approximately half of this
increase was attributable to the continued ratings strength of the NBC affiliate
stations, as well as continued market growth in those same markets, which led to
a more complete sale of inventory and increased advertising rates for those
stations. The increase was also attributable to net advertising growth at the
LMA stations, local advertising revenue growth at station WISH-TV, attributable
to the NCAA Basketball Championships, and growth in local advertising revenue at
station WTNH-TV due to an improvement in the local economy.
Network revenue increased approximately 17% for the quarter ended March
31, 1997, compared to the same period last year. The increase was primarily due
to the new ABC affiliation agreement at station WTNH-TV and to clearance of
additional network programming at the NBC affiliate stations.
Other broadcast revenues increased $0.3 million for the three month period
ended March 31,
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PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)
1997, compared to the same period last year, due primarily to revenues
associated with the Company's production facility.
Revenues from the Local Weather Station remained relatively flat when
compared to the same period last year. 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 month period ended March 31, 1997
increased approximately 8% over the same period in 1996, due primarily to a
change in the syndicated/barter programming mix in the Austin and Dallas-Fort
Worth markets. Direct operating expenses also increased as a result of costs
associated with news expansion at stations KXAN-TV and KXAS-TV. Maintaining a
strong local news franchise is a key operating strategy for each of the
Stations.
Selling, general and administrative expenses increased approximately 9%
over the same period last year, primarily due to increased sales compensation as
a result of the increase in local revenue, as well as higher promotional
expenditures at stations in the Austin and Dallas-Fort Worth markets aimed at
strengthening their respective market positions and capitalizing on the steady
population growth in both of these markets over the past few years.
Total corporate expenses, which are comprised of costs associated with the
centralized management of the Stations, remained relatively flat when compared
to the same period last year.
Amortization of program rights rose approximately 5% over the same period
last year, due primarily to the addition of new syndicated programming and
increased costs associated with sports programming at station WTNH-TV. The
amortization of programming rights reflects the expenses related to the
acquisition of syndicated programming, features and specials purchased to air on
the Stations.
Depreciation expense increased approximately 3% over the same period in
1996, primarily due to capital expenditures aimed at maintaining a high quality
on-air product at each of the Stations, including expenditures for the
transition to digital television in certain of the Company's markets, and to the
operation of the Company's production facility.
OPERATING INCOME
For the reasons discussed above, the Company reported an increase in
operating income of $1.1 million or 7% for the three month period ended March
31, 1997, compared to the same period last year.
Interest expense, comprised primarily of interest payable on funds
borrowed under the Company's Bank Credit Facility (the "Bank Credit Facility"),
decreased approximately 17% compared to the same period last year.
The Company's provision for income taxes increased approximately 25% over
the same period last year, due to higher income before taxes and an increase in
the Company's effective tax rate.
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PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)
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.
The Company's principal source of funds are its operations and its Bank
Credit Facility. Net cash provided by operating activities for the three months
ended March 31, 1997 was $21.4 million compared to $13.2 million in the same
period last year. The increase is due to higher net income and a decrease in
accounts receivable. Net cash used in investing activities was $7.4 million for
the three months ended March 31, 1997, compared to $9.1 million in 1996 as a
result of decreased capital expenditures. Net cash used in financing activities
for the period ended March 31, 1997 was $13.5 million compared to net cash
provided by financing activities of $1.6 million in the same period last year.
This fluctuation is due to principal payments made on the 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 (See
"Note 4 - Long-Term Debt" in the Company's Notes to Consolidated Financial
Statements). The Company presently has indebtedness outstanding of $335 million
under the Bank Credit Facility and has funds available of approximately $265
million. The Company must also remain in compliance with a series of financial
covenants under the Bank Credit facility. As of March 31, 1997, the Company was
in compliance with all covenants.
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.
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PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)
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 5. OTHER INFORMATION
CONTINGENT MATTERS
The Congress and the FCC have under consideration, and in the future may
consider and adopt, other new laws, regulations and policies regarding a wide
variety of matters that could affect, directly or indirectly, the operation,
ownership and profitability of the Stations, result in the loss of audience
share and advertising revenues for the Stations, and affect the ability of the
Company to acquire additional broadcast stations or finance such acquisitions.
The following is a brief discussion of certain provisions of the
Communications Act of 1934, as amended (the "Communications Act"), and of FCC
regulations and policies that affect the business operations of television
broadcasting stations. Reference should be made to the Communications Act, FCC
rules and the public notices and rulings of the FCC, on which this discussion is
based, for further information concerning the nature and extent of FCC
regulation of television broadcasting stations.
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 and in addition to matters
previously mentioned, 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 broadcast
ownership restrictions; (iii) clarifies that existing LMAs were in compliance
with applicable FCC regulations, are "grandfathered", and 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; (vi) repeals the statutory ban against telephone
companies providing video programming in their own service areas; and (vii)
permits but does not require the FCC to award to broadcasters a second channel
for digital television or Advanced Television ("ATV") and other digital services
and imposes a fee on subscription based services.
On April 3, 1997, the FCC adopted rules for implementing ATV in the United
States. These rules are subject to requests for reconsideration and judicial
review. In certain important respects, e.g., ATV station construction deadlines
and termination date for current analog operations, the new ATV rules also will
be subject to biennial FCC review and case-by-case waiver requests. In addition,
several important matters regarding ATV are to be the subject of future FCC
rulemakings, including the question of whether broadcasters who receive ATV
licenses shall have to pay additional fees and/or incur additional public
interest obligations. The White House has announced that it intends to create a
government-industry committee to make specific ATV public service
recommendations to the FCC.
ATV will improve the technical quality of over-the-air broadcast
television and enable broadcasters to offer a wide variety of new services,
including high-definition television, multiple standard definition channels,
subscription services and data transmission. It may also result in reduced
service areas for some stations and interference to existing operations during
the initial transitional period. The FCC has granted an ATV license to each
commercial broadcast station to operate on a second channel during a
transitional period, until the year 2006, after which the current broadcast
license must be returned to the government. ATV facilities sufficient to cover
each station's community of license must be constructed by May 1, 1999, for most
stations in the top ten markets, by November 1, 1999 for all stations in the top
thirty markets, and by May 1, 2002 for all other stations. The Company has made
a voluntary commitment to the FCC to construct the initial ATV facility for
station KXAS in Dallas by November 1, 1998. The Company is in the process of
analyzing its ATV channel assignments but has not yet been able to determine
what impact, if any, these assignments will have on its coverage areas or
existing service.
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PART II. OTHER INFORMATION (CONTINUED)
ITEM 5. OTHER INFORMATION (CONTINUED)
Implementation of ATV will impose additional costs on television stations
providing the new service due to increased equipment costs. The Company
estimates that the adoption of ATV would require average capital expenditures of
approximately $2 million per station to provide facilities necessary to pass
along an ATV signal transmitted by a network with which a station is affiliated.
The conversion of a station's equipment enabling it, for example, to produce and
transmit its own digital or ATV programming, will be substantially more
expensive. The introduction of this new technology will require that consumers
purchase new receivers (television sets) for ATV signals, or, if available by
that time, adapters for their existing receivers. The FCC has also proposed to
assign to full-power ATV stations the channels currently occupied by LPTVs and
the FCC has proposed to "repack" television signals into a "core" spectrum band
(either channels 2-46 or channels 7-51) and auction off the remaining channels
to other users. This proposal could adversely affect the service areas of the
Stations and the Company's LPTV channels. The Company believes that the
implementation of ATV is essential to the long-term viability of the Company and
the broadcast industry, but cannot otherwise predict the precise effect this
development might have on the Company's business.
Budget legislation is being considered in both the House and Senate which
would require the FCC to raise revenue for the federal government by auctioning
radio frequencies in bands which encompass those currently licensed for use by
broadcasters, including those channels used for "auxiliary" purposes, such as
remote pickups in electronic news gathering and studio-to-transmitter links, and
which would require auctioning of ATV spectrum or accelerated give-back by
broadcasters of their existing analog channels or additional fees for ATV
channel usage.
The FCC has initiated rulemaking proceedings to consider proposals to
relax its television ownership restrictions, including proposals that would
permit the ownership, in some circumstances, of two television stations with
overlapping service areas and relaxing the rules prohibiting cross-ownership of
radio and television stations in the same market. The FCC is also considering in
these proceedings whether to adopt new restrictions on television LMAs. 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
could 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". The precise extent to which the FCC may
nevertheless restrict existing LMAs or make them attributable ownership
interests is uncertain. In the rulemakings, the FCC has proposed, for example,
to make LMAs fully attributable ownership interests and thus prohibited unless
the two stations would qualify for dual ownership under certain specified
criteria (e.g., VHF-UHF or UHF-UHF combinations; second station is a start-up ,
failed or failing station) on a case-by-case basis. "Grandfathering" rights for
current LMAs which do not qualify for conversion to ownership would be limited
to fulfilling the current lease term, with renewal rights and transferability
rights eliminated. The Company's LMAs all involve leased stations which are UHF
stations and which were either start-up stations or existing stations which were
failing financially and would appear to qualify for conversion to ownership
under the proposed standards. Nevertheless, it is possible that the FCC could
deny the Company the ability to convert its LMAs to full ownership or require
the Company to modify its LMAs in ways which impair their viability. Further, if
the FCC were to find that one of the Company's LMA stations failed to maintain
control over its operations, the licensee of the LMA station and/or the Company
could be fined. 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.
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PART II. OTHER INFORMATION (CONTINUED)
ITEM 5. OTHER INFORMATION (CONTINUED)
In accordance with FCC rules, regulations and policies, all of the
Company's LMAs allow 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 will 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 terminations of all or a
significant portion of the programming by the owner-operator and FCC licensee
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.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
--------
11.1 Statement Re: Computation of Earnings Per Share (See Note 3 to
the financial statements presented on pages 4 and 5 of this
report)
27 Financial Data Schedule
REPORTS ON FORM 8-K
-------------------
The Company filed a report on Form 8-K dated January 28, 1997,
which reported under Item 5, the Company's press release covering
financial results for the three and twelve month periods ended December
31, 1996.
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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: MAY 9, 1997 /S/ PETER E. MALONEY
----------- ----------------------------------
Peter E. Maloney
Vice President of Finance
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