<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------
FORM 8-KA
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 31, 2000
--------------
BENEDEK COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 333-09529 36-4076007
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number)
Incorporation)
</TABLE>
2895 Greenpoint Parkway
Hoffman Estates, Illinois 60195
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 815-987-5350
------------
<PAGE>
Item 2. Acquisition or Disposition of Assets
As previously reported, on March 31, 2000, Benedek Communications
Corporation (the "Company"), through its wholly owned subsidiary Benedek
Broadcasting Corporation ("BBC"), acquired substantially all of the operating
assets of television stations WOWT(TV), an NBC affiliate serving Omaha,
Nebraska, and KAKE-TV, an ABC affiliate serving Wichita, Kansas, from The
Chronicle Publishing Company ("Chronicle"). The purchase price for the
Chronicle stations was $141,000,000. BBC also assumed certain specified
liabilities.
The acquisitions were completed as part of an exchange transaction with
WGRC, Inc. ("WGRC") which acquired from BBC substantially all of the operating
assets of television station WWLP(TV), BBC's NBC affiliate serving Springfield,
Massachusetts. The purchase price for WWLP(TV) was $123,000,000. WGRC acquired
WOWT(TV) and KAKE-TV from Chronicle and then immediately transferred the same to
BBC in exchange for WWLP(TV). BBC paid Chronicle, at the instruction of WGRC,
the difference in the purchase prices for the Chronicle stations and WWLP(TV) of
$18,000,000. Such payment was made from available cash.
The acquisition by BBC of WOWT(TV) and KAKE-TV in exchange for WWLP(TV)
is intended to qualify, to the extent feasible, as a like-kind exchange
transaction under Section 1031 of the Internal Revenue Code.
The transaction will be recorded under the purchase method of
accounting.
This amendment is being filed to provide the financial statements
and pro forma financial information required by Regulation S-X in respect
of the foregoing transactions.
Item 7. Financial Statements, Proforma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
KAKE-TV and WOWT-TV, Stations of Chronicle Publishing Company
Independent Auditor's Report........................................................ F-1
Combined Statement of Net Assets as of December 31, 1999............................ F-2
Combined Statement of Operations for the Year Ended
December 31, 1999............................................................ F-3
Combined Statement of Changes in Net Assets for the Year Ended
December 31, 1999............................................................ F-4
Combined Statement of Cash Flows for the Year Ended
December 31, 1999............................................................ F-5
Notes to Combined Financial Statements.............................................. F-6
<CAPTION>
(b) Pro Forma Financial Information.
<S> <C>
Pro Forma Statement of Operations for the Year Ended December 31, 1999..... F-13
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BENEDEK COMMUNICATIONS CORPORATION
(Registrant)
June 14, 2000 By: /s/ Ronald L. Lindwall
------------------------------------------
Name: Ronald L. Lindwall
Title: Senior Vice President - Finance and
Chief Financial Officer
3
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Benedek Broadcasting Corporation
Hoffman Estates, Illinois
We have audited the accompanying combined statement of net assets of
KAKE-TV and WOWT-TV, Stations of Chronicle Publishing Company (not a legal
entity, see Note A), as of December 31, 1999 and the related combined statements
of operations, changes in net assets and cash flows for the year then ended.
These financial statements are the responsibility of the Stations' management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the net assets of KAKE-TV and WOWT-TV,
Stations of Chronicle Publishing Company, as of December 31, 1999 and the
results of their operations and their cash flows for the year then ended in
conformity with generally accepted accounting principles.
McGLADREY & PULLEN, LLP
Rockford, Illinois
May 5, 2000
F-1
<PAGE>
KAKE-TV AND WOWT-TV, STATIONS OF CHRONICLE PUBLISHING COMPANY
COMBINED STATEMENT OF NET ASSETS
December 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current Assets
Cash ................................................................................... $ 223,619
Receivables
Trade, less allowance for doubtful accounts of $306,874.............................. 6,635,037
Other................................................................................ 374,361
Current portion of program broadcast rights (Note D).................................... 1,307,927
Prepaid expenses........................................................................ 205,754
------------------
Total current assets.......................................................... 8,746,698
------------------
Property and equipment (Note B)............................................................ 13,740,051
------------------
Intangible assets (Note C)................................................................. 9,204,778
------------------
Other assets
Program broadcast rights, less current portion (Note D)................................. 99,411
Other................................................................................... 18,963
------------------
118,374
------------------
$31,809,901
==================
LIABILITIES AND NET ASSETS
Current Liabilities
Excess of outstanding checks over bank balances......................................... $ 1,310,133
Current portion of program broadcast liabilities (Note D)............................... 1,201,703
Accounts payable and accrued expenses (Note E).......................................... 1,715,648
------------------
Total current liabilities..................................................... 4,227,484
Program broadcast liabilities, less current portion (Note D)............................... 33,421
------------------
4,260,905
Net Assets................................................................................. 27,548,996
------------------
$31,809,901
==================
</TABLE>
The accompanying notes are an integral part of the combined
financial statements.
F-2
<PAGE>
KAKE-TV AND WOWT-TV, STATIONS OF CHRONICLE PUBLISHING COMPANY
COMBINED STATEMENT OF OPERATIONS
Year Ended December 31, 1999
<TABLE>
<S> <C>
Net revenues................................................................................ $31,302,494
-----------------
Operating expenses:
Selling, technical and program expenses.................................................. 18,076,090
General and administrative............................................................... 2,581,588
Depreciation and amortization............................................................ 3,287,728
-----------------
23,945,406
Gain on sale/disposal of equipment, net..................................................... 167,249
-----------------
Operating income................................................................ 7,524,337
Interest income............................................................................. 7,571
-----------------
Net income.................................................................................. $ 7,531,908
=================
Pro forma data (Unaudited) (Note H)
Net income as reported................................................................... $ 7,531,908
Pro forma provision for income taxes..................................................... 3,200,000
-----------------
Pro forma net income..................................................................... $ 4,331,908
=================
</TABLE>
The accompanying notes are an integral part of the combined
financial statements.
F-3
<PAGE>
KAKE-TV AND WOWT-TV, STATIONS OF CHRONICLE PUBLISHING COMPANY
COMBINED STATEMENT OF CHANGES IN NET ASSETS
Year Ended December 31, 1999
<TABLE>
<S> <C>
Balance at December 31, 1998........................................................ $26,106,266
Net income.................................................................... 7,531,908
Cash transfers to parent, net................................................... (6,089,178)
-----------------
Balance at December 31, 1999........................................................ $27,548,996
=================
</TABLE>
The accompanying notes are an integral part of the combined
financial statements.
F-4
<PAGE>
KAKE-TV AND WOWT-TV, STATIONS OF CHRONICLE PUBLISHING COMPANY
COMBINED STATEMENT OF CASH FLOWS
Year Ended December 31, 1999
<TABLE>
<S> <C>
Cash flows from operating activities
Net income............................................................................... $ 7,531,908
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of program broadcast rights........................................... 1,908,713
Depreciation....................................................................... 2,823,376
Amortization of intangibles........................................................ 464,352
Gain on sale/disposal of equipment, net............................................ (167,249)
Increase (decrease) from changes in:
Receivables..................................................................... (836,576)
Prepaid expenses................................................................ 15,161
Other assets.................................................................... (430)
Payments on program broadcast liabilities....................................... (2,017,711)
Accounts payable and accrued expenses........................................... (223,107)
-----------------
Net cash provided by operating activities.................................... 9,498,437
-----------------
Cash flows from investing activities
Purchase of property and equipment....................................................... (4,241,135)
Proceeds from sale of equipment.......................................................... 274,285
-----------------
Net cash (used in) investing activities...................................... (3,966,850)
-----------------
Cash flows from financing activities
Increase in excess of outstanding checks over bank balance............................... 446,328
Cash transfers to parent, net............................................................ (6,089,178)
-----------------
Net cash (used in) financing activities...................................... (5,642,850)
-----------------
(Decrease) in cash........................................................... (111,263)
Cash:
Beginning................................................................................ 334,882
-----------------
Ending................................................................................... $ 223,619
=================
Supplemental Schedule of Noncash Investing and Financing Activities:
Acquisition of program broadcast rights.................................................. $ 1,888,350
Receivable from insurance on equipment................................................... 277,793
=================
</TABLE>
The accompanying notes are an integral part of the combined
financial statements.
F-5
<PAGE>
KAKE-TV AND WOWT-TV, STATIONS OF CHRONICLE PUBLISHING COMPANY
NOTES TO COMBINED FINANCIAL STATEMENTS
(NOTE A) - NATURE OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
NATURE OF BUSINESS AND BASIS OF PRESENTATION
Nature of business: The operating revenues of the Stations are derived
primarily from the sale of advertising time and, to a lesser extent, from
compensation paid by the networks for broadcasting network programming and
barter transactions for goods and services. The Stations sell commercial time
during the programs to national, regional and local advertisers. The networks
also sell commercial time during the programs to national advertisers. Credit
arrangements are determined on an individual customer basis. Segment information
is not presented since all of the Stations' revenue is attributed to a single
reportable segment.
Basis of presentation: The accompanying combined financial statements
include the accounts of the television stations KAKE-TV and WOWT-TV (the
"Stations"), which are stations of Chronicle Publishing Company ("Chronicle")
assuming that the Stations were organized as a separate legal entity. KAKE-TV is
located in Wichita, Kansas and is an ABC affiliate. WOWT-TV is located in Omaha,
Nebraska and is an NBC affiliate. All material balances and transactions between
the Stations have been eliminated in combination. Certain insurance, benefits
and professional service expenses incurred by Chronicle have been allocated to
the Stations on various bases which, in the opinion of management, are
reasonable. Such expenses are not necessarily indicative of, and it is not
practicable for management to estimate the level of, expenses which might have
been incurred had the Stations been operating as a separate business, apart from
Chronicle.
Chronicle entered into an Asset Purchase Agreement on November 19, 1999,
pursuant to which the television broadcast assets of the Stations were acquired
by Benedek Broadcasting Corporation on March 31, 2000 for a total purchase price
of $141,000,000.
SIGNIFICANT ACCOUNTING POLICIES
(1) Accounting estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in financial statements and the
accompanying notes. Actual results could differ from those estimates.
F-6
<PAGE>
KAKE-TV AND WOWT-TV, STATIONS OF CHRONICLE PUBLISHING COMPANY
NOTES TO COMBINED FINANCIAL STATEMENTS-(Continued)
(2) Revenues
Revenue related to the sale of advertising, network compensation and
contracted time is recognized at the time of broadcast. Net revenues are shown
net of agency and national representatives' commissions.
(3) Barter transactions
Revenue from barter transactions (advertising provided in exchange for
goods and services) is recognized as income when advertisements are broadcast
and merchandise or services received are charged to expense (or capitalized as
appropriate) when received or used. The transactions are recorded at the fair
market value of the asset or service received.
(4) Program broadcast rights and liabilities
Program broadcast rights represent rights for the telecast of feature
length motion pictures, series produced for television and other films, and are
presented at the lower of amortized cost or net realizable value. Each agreement
is recorded as an asset and liability when the license period begins and the
program is available for its first showing. Program broadcast rights are
amortized on a straight-line method over the life of the contract, which is
included in selling, technical and program expenses. The agreements are
classified between current and long-term assets according to the estimated time
of future usage. The related liability is classified between current and
long-term on the basis of the payment terms.
(5) Property and equipment and intangible assets
(a) Property and equipment are recorded at cost and depreciated primarily
using the straight-line method over the following estimated ranges of
useful lives:
<TABLE>
<CAPTION>
Years
-----
<S> <C>
Land improvements................................. 3-40
Buildings and improvements........................ 3-40
Towers and equipment.............................. 3-20
</TABLE>
(b) Intangible assets, which include FCC licenses and goodwill, have been
recorded at cost and are amortized over 40 years using the
straight-line method.
(c) The Stations review their property and equipment and intangibles
annually to determine potential impairment by comparing the carrying
value of the assets with the undiscounted anticipated future cash flows
of the related property before interest charges. If the future cash
flows are less than the carrying value, the Stations would obtain an
appraisal or discount the future cash flows to determine fair value,
and adjust the carrying value of the assets to the estimated fair value
if the fair value is less than the carrying value.
F-7
<PAGE>
KAKE-TV AND WOWT-TV, STATIONS OF CHRONICLE PUBLISHING COMPANY
NOTES TO COMBINED FINANCIAL STATEMENTS-(Continued)
(6) Employee benefits
Chronicle has a defined contribution plan covering all eligible employees
of the Stations. Chronicle's contribution is at the discretion of the Board of
Directors and has been allocated to the Stations.
Chronicle has a defined benefit pension plan covering all eligible
employees of the Stations except those union employees at WOWT-TV who are
covered by the WOWT-TV Pension Plan (Note G). Chronicle also has a
supplemental unfunded pension plan for certain key executives of the Stations.
Applicable expenses related to these plans have been allocated to the Stations.
Chronicle self-insures for health benefits which are provided to all
full-time employees of the Stations. Insurance coverage is maintained by
Chronicle for claims in excess of specific and annual aggregate limits and
applicable expenses have been allocated to the Stations.
The total expenses allocated by Chronicle to the Stations under the above
employee benefit plans amounted to approximately $1,379,000 for the year ended
December 31, 1999.
(7) Net Assets
The Stations participate in Chronicle's cash management system. Under
this system, all cash generated by the Stations is transferred to Chronicle
and all cash requirements of the Stations are funded by Chronicle. These
transfers of funds are reflected in the stations' net asset balance.
(8) Fair value of financial instruments
Due to the short-term nature of all of the Stations' financial instruments,
the carrying value of the instruments approximate fair value.
(9) Income taxes
Chronicle Publishing Company, with the consent of its stockholders, has
elected to be taxed as an "S" Corporation under sections of the federal and
state income tax laws, which provide that, in lieu of corporation income taxes,
the stockholders account for items of income, deductions, losses and credits.
The accompanying combined statement of operations includes a pro forma
adjustment for income tax expense which would have been provided had the
Stations been taxed as a stand-alone corporation (see Note H).
F-8
<PAGE>
KAKE-TV AND WOWT-TV, STATIONS OF CHRONICLE PUBLISHING COMPANY
NOTES TO COMBINED FINANCIAL STATEMENTS-(Continued)
(NOTE B) - PROPERTY AND EQUIPMENT
Property and equipment consist of the following as of December 31, 1999:
<TABLE>
<S> <C>
Land and improvements................................................ $ 1,294,139
Buildings and improvements........................................... 8,215,014
Towers and equipment................................................. 34,623,295
-----------------
44,132,448
Less accumulated depreciation........................................ 30,392,397
-----------------
$13,740,051
=================
</TABLE>
(NOTE C) - INTANGIBLE ASSETS
Intangible assets consist of the following as of December 31, 1999:
<TABLE>
<S> <C>
Goodwill............................................................. $8,615,918
FCC licenses......................................................... 588,860
----------------
$9,204,778
================
</TABLE>
Intangible assets are recorded net of accumulated amortization of
$9,365,832 as of December 31, 1999.
(NOTE D) - PROGRAM BROADCAST RIGHTS
Program broadcast rights and program broadcast liabilities consist of the
following as of December 31, 1999:
<TABLE>
<CAPTION>
Program Program
Broadcast Broadcast
Rights Liabilities
------------- ---------------
<S> <C> <C>
Balance at December 31, 1998........................ $ 1,427,701 $ 1,364,485
Contracts acquired............................. 1,888,350 1,888,350
Amortization................................... (1,908,713) -
Payments....................................... - (2,017,711)
------------- -------------
Balance at December 31, 1999........................ $ 1,407,338 $ 1,235,124
============= =============
</TABLE>
The maturities of the program broadcast liabilities are as follows at
December 31, 1999:
<TABLE>
<CAPTION>
Year Ending December 31,
-----------------------
<S> <C>
2000.............................................................. $1,201,703
2001.............................................................. 33,421
------------
$1,235,124
============
</TABLE>
F-9
<PAGE>
KAKE-TV AND WOWT-TV, STATIONS OF CHRONICLE PUBLISHING COMPANY
NOTES TO COMBINED FINANCIAL STATEMENTS-(Continued)
In addition, the Stations have entered into noncancellable commitments for
future program broadcast rights aggregating $4,068,108 as of December 31, 1999
with future payments as follows:
<TABLE>
<CAPTION>
Year Ending December 31,
------------------------
<S> <C>
2000.............................................................. $ 521,724
2001.............................................................. 1,629,973
2002.............................................................. 1,447,341
2003.............................................................. 264,342
2004.............................................................. 91,008
Thereafter........................................................ 113,720
------------------
$4,068,108
==================
</TABLE>
(NOTE E) - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following as of
December 31, 1999:
<TABLE>
<S> <C>
Trade payables...................................................... $ 258,489
Barter, net......................................................... 24,035
Compensation and benefits........................................... 1,101,553
Property taxes ..................................................... 192,509
Other .............................................................. 139,062
----------------
$1,715,648
================
</TABLE>
(NOTE F) - LEASES
The Stations lease land, office space and office and transportation
equipment under agreements which expire from 2000 through 2024 and require
various minimum annual rentals.
The approximate total minimum rental commitments at December 31, 1999 under
these leases are due as follows:
<TABLE>
<CAPTION>
Year Ending December 31,
------------------------
<S> <C>
2000............................................................ $ 77,271
2001............................................................ 59,566
2002............................................................ 42,425
2003............................................................ 39,922
2004............................................................ 22,352
Thereafter...................................................... 46,038
------------------
$287,574
==================
</TABLE>
Total rental expense under these agreements and other monthly rentals for
the year ended December 31, 1999 was approximately $100,080.
F-10
<PAGE>
KAKE-TV AND WOWT-TV, STATIONS OF CHRONICLE PUBLISHING COMPANY
NOTES TO COMBINED FINANCIAL STATEMENTS-(Continued)
The Stations lease certain portions of their real property and towers and
equipment to various organizations. Total rental income under these agreements
for the year ended December 31, 1999 was approximately $126,061.
(NOTE G) - EMPLOYEE BENEFITS
Chronicle sponsors a defined benefit pension plan for all WOWT-TV union
employees that meet eligibility requirements (the "WOWT-TV Pension Plan").
Contributions to the WOWT-TV Pension Plan are made, and applicable expenses are
recorded, directly by WOWT-TV. Information related to the WOWT-TV Pension Plan
as of and for the year ended December 31, 1999 is presented below:
<TABLE>
<S> <C>
Changes in benefit obligation:
Obligation at beginning of year................................... $2,337,437
Service cost...................................................... 126,541
Interest cost..................................................... 157,205
Benefits paid..................................................... (67,277)
Expenses paid (23,894)
Actuarial (gain) ................................................. (396,543)
----------
Obligation at end of year......................................... $2,133,469
==========
Changes in plan assets:
Fair value of assets at beginning of year......................... $1,915,268
Actual return on assets........................................... (112,735)
Station contributions............................................. 92,363
Benefits paid..................................................... (67,277)
Expenses paid..................................................... (23,894)
----------
Fair value of assets at end of year............................... $1,803,725
==========
Funded status........................................................ $ (329,744)
Unrecognized net loss................................................ 197,932
Unrecognized prior service cost...................................... 15,625
Unrecognized net transition obligation............................... 37,135
----------
Accrued liability on balance sheet................................... $ (79,052)
==========
Cost recognized during the year:
Service cost...................................................... $ 126,541
Interest cost..................................................... 157,205
Expected return on plan assets.................................... (163,762)
Amortization of prior loss........................................ 6,216
Amortization of prior service cost................................ 3,064
Amortization of transition obligation............................. 6,007
---------
Total costs recognized in expense................................. $ 135,271
=========
</TABLE>
F-11
<PAGE>
KAKE-TV AND WOWT-TV, STATIONS OF CHRONICLE PUBLISHING COMPANY
NOTES TO COMBINED FINANCIAL STATEMENTS-(Continued)
Assumptions used in the measurement of the Station's benefit obligation are
as follows:
<TABLE>
<S> <C>
Discount rate........................................................ 7.75%
Expected return on plan assets....................................... 8.50%
Rate of compensation increase........................................ 3.00%
</TABLE>
(NOTE H) - PRO FORMA INFORMATION (UNAUDITED)
The pro forma information presents the effect on net income of a pro forma
adjustment for income taxes which would have been required if the Stations were
a stand-alone corporation filing separate tax returns. The pro forma provision
for income taxes is higher than the amount obtained by applying the U.S. federal
income tax rate due to state income taxes and nondeductible amortization of
intangibles.
F-12
<PAGE>
BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The following unaudited proforma financial statements (the "Pro Forma Financial
Statements") are based on the historical Consolidated Financial Statements of
Benedek Communications Corporation and Subsidiaries (the "Company") and the
historical Combined Financial Statements of KAKE-TV and WOWT-TV, former stations
of Chronicle Publishing Company (the "Stations"). The Pro Forma Financial
Statements reflect the Company's acquisition of the Stations (whose audited
financial statements are included elsewhere in this filing) using the purchase
method of accounting and assuming that such acquisition, along with the
disposition of WWLP-TV and KOSA-TV, were consummated at January 1, 1999.
The Pro Forma Financial Statements do not purport to represent what the
Company's results of operations or financial condition would actually have been
if the transaction had occurred on the date indicated or to project the
Company's results of operations or financial condition for or at any future
period or date. The Pro Forma Financial Statements are presented for comparative
purposes only. The pro forma adjustments, as described in the accompanying data,
are based on available information and certain assumptions that management
believes are reasonable. The Pro Forma Financial Statements do not reflect the
gain on the disposition of WWLP-TV and KOSA-TV.
<TABLE>
<CAPTION>
PRO FORMA STATEMENT OF OPERATIONS KAKE-TV & WWLP-TV & Adjustments Pro Forma
YEAR ENDED DECEMBER 31, 1999 Benedek WOWT-TV KOSA-TV for Acquisition for Acquisition
(In thousands, except per share data) Historical Historical Historical and Disposition and Disposition
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net revenues 140,406 31,302 17,565 154,143
---------------------------------------------------------------------------
Operating expenses:
Selling, technical and program expenses 66,793 18,076 6,547 -- 78,322
General and administrative 19,801 2,581 2,046 -- 20,336
Depreciation and amortization 28,520 3,288 2,820 6,151 (a) 35,139
Corporate 4,510 -- 511 511 (b) 4,510
---------------------------------------------------------------------
119,624 23,945 11,924 6,662 138,307
Net gain (loss) on sale of stations and other assets 6,181 167 (6,920) -- 13,268
---------------------------------------------------------------------
Operating income (loss) 26,963 7,524 (1,279) (6,662) 29,104
---------------------------------------------------------------------
Financial income (expense), net:
Cash interest income (expense), net (25,077) 8 -- (1,051)(c) (26,120)
Other interest (expense) (19,040) -- -- -- (19,040)
---------------------------------------------------------------------
(44,117) 8 -- (1,051) (45,160)
---------------------------------------------------------------------
Net income (loss) from continuing operations
before income taxes (17,154) 7,532 (1,279) (7,713) (16,056)
Income tax (expense) benefit 1,377 (3,200) (2,664) 3,272 (d) 4,113
---------------------------------------------------------------------
Net income (loss) from continuing operations (15,777) 4,332 (3,943) (4,441) (11,943)
Preferred stock dividends and accretion (18,987) (18,987)
-------- -------------
Net (loss) from continuing operations
applicable to common stock (34,764) (30,930)
======== =============
Weighted average number of shares-basic 7,400 7,400
Basic and diluted (loss) per common share (4.70) (4.18)
======== =============
</TABLE>
(a) - The adjustment reflects the additional depreciation and amortization
expense resulting from the allocation of the purchase price of KAKE-TV
and WOWT-TV to the property and equipment and intangible assets
acquired.
(b) - Corporate expenses have been adjusted to add back the corporate
allocation which was made to WWLP-TV and KOSA-TV, assuming the same
allocation would have been made to KAKE-TV and WOWT-TV.
(c) - Interest income (expense), net has been adjusted to reflect additional
interest expense due to the $11.7 million cash requirement for the
purchase of KAKE-TV and WOWT-TV.
(d) - Income tax (expense) benefit has been adjusted to reflect pro forma
results of operations and permanent differences.
F-13
