<PAGE> 1
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, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
COMMISSION FILE NUMBER: 333-29555
STC BROADCASTING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2676358
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
3839 4th STREET NORTH, SUITE 420 (727) 821-7900
ST. PETERSBURG, FLORIDA 33703 (Registrant's telephone
(Address of principal executive offices) number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [x] No [ ]
As of November 11, 1998, the registrant had 1000 shares of common stock, par
value $.01 outstanding.
<PAGE> 2
STC BROADCASTING, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Consolidated Balance Sheets as of
September 30, 1998 and December 31, 1997 2 - 3
Unaudited Consolidated Statements of Operations
for the Three Months ended September 30, 1998
and 1997 4
Unaudited Consolidated Statements of Operations for the
Nine Months Ended September 30, 1998, the Seven
Months Ended September 30, 1997, and the Two
Months Ended February 28, 1997 (Predecessor) 5
Unaudited Consolidated Statement of Stockholder's
Equity for the Nine months Ended September 30, 1998 6
Unaudited Consolidated Statements of Cash Flows for
the Nine Months Ended September 30, 1998, the
Seven Months Ended September 30, 1997, and the Two
Months Ended February 28, 1997 (Predecessor) 7
Notes to Unaudited Consolidated Financial Statements 8 - 10
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 11 - 23
PART II OTHER INFORMATION
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K 23 - 25
SIGNATURE 26
</TABLE>
1
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Item 1. Financial Statements
STC BROADCASTING, INC. AND SUBSIDIARIES
Unaudited Consolidated Balance Sheets
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997*
------------------ ------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 4,288,576 $ 1,632,190
Receivables, net of allowance for doubtful
accounts 10,862,366 10,924,654
Current portion of program rights 7,377,069 4,175,969
Other current assets 1,519,928 929,240
------------ ------------
Total current assets 24,047,939 17,662,053
------------ ------------
PROPERTY AND EQUIPMENT, net 49,467,236 36,002,597
------------ ------------
INTANGIBLE ASSETS, net
FCC licenses 79,808,101 58,403,429
Network affiliation agreements 139,159,444 110,571,178
Other 3,441,516 2,314,677
------------ ------------
Net intangible assets 222,409,061 171,289,284
------------ ------------
OTHER LONG-TERM ASSETS
Deferred acquisition and financing costs, net 9,549,967 9,590,604
Program rights, net of current portion 11,031,141 8,597,548
Other 102,127 102,127
------------ ------------
Total other long-term assets 20,683,235 18,290,279
------------ ------------
Total assets $316,607,471 $243,244,213
============ ============
</TABLE>
* Derived from the audited financial statements as of December 31, 1997.
See accompanying notes to unaudited consolidated financial statements.
2
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STC BROADCASTING, INC. AND SUBSIDIARIES
Unaudited Consolidated Balance Sheets (continued)
<TABLE>
<CAPTION>
September 30,1998 December 31, 1997*
----------------- ------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,699,286 $ 2,407,165
Accrued interest 458,333 3,273,520
Accrued compensation 1,078,845 805,897
Accrued other 843,390 678,256
Current portion of program rights payable 7,592,401 4,258,003
------------- -------------
Total current liabilities 13,672,255 11,422,841
LONG-TERM DEBT 172,500,000 114,500,000
DEFERRED INCOME TAXES 22,662,000 23,562,000
PROGRAM RIGHTS PAYABLE, net of current portion 11,299,608 8,950,776
OTHER LONG-TERM LIABILITIES 102,300 116,041
REDEEMABLE PREFERRED STOCK, liquidation
preference of $30,000,000 36,023,811 32,263,225
STOCKHOLDER'S EQUITY:
Common stock, par value $.01 per share, 1,000 shares
authorized, issued and outstanding 10 10
Additional paid in capital 74,411,972 64,011,972
Accumulated deficit (14,064,485) (11,582,652)
------------- -------------
Total stockholder's equity 60,347,497 52,429,330
------------- -------------
Total liabilities and stockholder's equity $ 316,607,471 $ 243,244,213
============= =============
</TABLE>
* Derived from the audited financial statements as of December 31, 1997.
See accompanying notes to unaudited consolidated financial statements.
3
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STC BROADCASTING, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Operations
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
September 30, 1998 September 30, 1997
------------------ ------------------
<S> <C> <C>
NET REVENUES $ 15,726,259 $ 9,121,730
OPERATING EXPENSES:
Station operating 5,454,445 3,335,767
Selling, general and administrative 3,606,153 2,161,267
Trade and barter 458,024 429,382
Depreciation of property and equipment 2,015,231 902,872
Amortization of intangibles and other long-term assets 4,435,702 2,447,389
Corporate overhead 521,281 371,695
------------ ------------
Total operating expenses 16,490,836 9,648,372
------------ ------------
OPERATING (LOSS) (764,577) (526,642)
OTHER INCOME (EXPENSE):
Interest income 72,535 130,113
Interest expense (4,236,654) (2,751,530)
Other expense, net (67,112) (14,969)
------------ ------------
NET LOSS BEFORE INCOME TAX
AND EXTRAORDINARY ITEM (4,995,808) (3,163,028)
INCOME TAX (BENEFIT) PROVISION (1,222,000) 36,000
------------ ------------
NET LOSS BEFORE EXTRAORDINARY ITEM (3,773,808) (3,199,028)
EXTRAORDINARY LOSS FROM EARLY
EXTINGUISH OF DEBT (4,585,920) --
------------ ------------
NET LOSS (8,359,728) (3,199,028)
REDEEMABLE PREFERRED STOCK
DIVIDENDS AND ACCRETION (1,295,711) (1,084,091)
------------ ------------
NET LOSS APPLICABLE TO
COMMON SHAREHOLDER $ (9,655,439) $ (4,283,119)
============ ============
BASIC NET LOSS PER COMMON SHARE
Loss applicable to common
shareholder excluding extraordinary item (5,069) (4,283)
Extraordinary item (4,586) --
------------ ------------
Net loss applicable to common shareholder $ (9,655) $ (4,283)
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 1,000 1,000
============ ============
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE> 6
STC BROADCASTING, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Operations
<TABLE>
<CAPTION>
Company Company | Predecessor
Nine Months Seven Months | Two Months
Ended Ended | Ended
September 30, 1998 September 30, 1997 | February 28, 1997(1)
------------------ ------------------ | --------------------
<S> <C> <C> | <C>
NET REVENUES $ 44,052,833 $ 22,560,428 | $ 5,227,881
OPERATING EXPENSES: |
Station operating 14,480,061 7,470,516 | 2,078,753
Selling, general and administrative 10,473,314 5,203,562 | 1,525,923
Trade and barter 1,379,663 869,080 | 181,432
Depreciation of property and equipment 5,270,149 2,144,817 | 756,999
Amortization of intangibles and other long-term assets 12,020,214 5,782,236 | 976,884
Corporate overhead 1,481,905 829,898 | 146,000
------------ ------------ | ------------
Total operating expenses 45,105,306 22,300,109 | 5,665,991
------------ ------------ | ------------
OPERATING (LOSS) INCOME (1,052,473) 260,319 | (438,110)
|
OTHER INCOME (EXPENSE): |
Interest income 133,568 252,049 | 20,662
Interest expense (11,567,308) (6,308,653) | (962,920)
Gain on asset swap 17,488,240 -- | --
Other income (expense), net 12,646 (15,081) | 18,522
------------ ------------ | ------------
NET INCOME (LOSS) BEFORE INCOME TAX |
AND EXTRAORDINARY ITEM 5,014,673 (5,811,366) | (1,361,846)
|
INCOME TAX (BENEFIT) PROVISION (850,000) 60,000 | --
------------ ------------ | ------------
Net INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 5,864,673 (5,871,366) | (1,361,846)
|
EXTRAORDINARY LOSS FROM EARLY |
EXTINGUISH OF DEBT (4,585,920) -- | --
------------ ------------ | ------------
NET INCOME (LOSS) 1,278,753 (5,871,366) | $ (1,361,846)
| ============
REDEEMABLE PREFERRED STOCK |
DIVIDENDS AND ACCRETION (3,760,586) (2,529,546) |
------------ ------------ |
NET LOSS APPLICABLE TO |
COMMON SHAREHOLDER $ (2,481,833) $ (8,400,912) |
============ ============ |
BASIC NET INCOME (LOSS) PER COMMON SHARE |
Income (loss) applicable to common |
shareholder excluding extraordinary item $ 2,104 $ (8,401) |
Extraordinary item (4,586) -- |
------------ ------------ |
Net loss applicable to common shareholder $ (2,482) $ (8,401) |
============ ============ |
WEIGHTED AVERAGE NUMBER OF COMMON |
SHARES OUTSTANDING 1,000 1,000 |
============ ============ |
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
(1) Note on 1997 Predecessor Statement: The Predecessor statement shown above
is derived from the audited combined statements of operations of Smith
Television of Michigan, L.P., Smith Television of Rochester, L.P., Smith
Television - WTOV, L.P. and Smith Television of Salinas-Monterey, L.P.
("the Smith Stations") for the two months ended February 28, 1997. No
provision for income taxes has been shown since income and loss of the
partnerships is required to be reported by the partners on their respective
income tax returns.
5
<PAGE> 7
STC BROADCASTING, INC. AND SUBSIDIARIES
Unaudited Consolidated Statement of Stockholder's Equity
For the Nine Months Ended September 30, 1998
<TABLE>
<CAPTION>
Total
Common Additional Accumulated Stockholder's
Stock Paid-in Capital Deficit Equity
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1997 $ 10 $64,011,972 $(11,582,652) $ 52,429,330
Net loss applicable
to common shareholder -- -- (2,481,833) (2,481,833)
Capital contribution by
Sunrise Television Corp. -- 10,400,000 -- 10,400,000
--------- ----------- ------------ ------------
Balance at September 30, 1998 $ 10 $74,411,972 $(14,064,485) $ 60,347,497
========= =========== ============ ============
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
6
<PAGE> 8
STC BROADCASTING, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Company Company Predecessor
Nine months Seven Months Two Months
Ended Ended Ended
September 30, 1998 September 30, 1997 February 28, 1997(1)
------------------ ------------------ --------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) after extraordinary item $ 1,278,753 $ (5,871,366) $ (1,361,846)
Adjustments to reconcile net income (loss) after
taxes to net cash provided by operating activities:
Depreciation of property and equipment 5,270,149 2,144,817 756,999
Amortization of intangibles and other long-term assets 12,020,214 5,782,236 976,884
Amortization of program rights 3,937,171 2,126,703 620,416
Payments on program rights (3,979,544) 2,160,633) (621,037)
Gain on asset swap (17,488,240) -- --
Loss on disposal of property and equipment 9,788 13,692 --
Extraordinary loss on early extinguishment of debt 4,585,920 -- --
Deferred income tax benefit (900,000) -- --
Change in operating assets and liabilities
net of effects from acquired stations:
Receivables 4,344,876 (360,416) 1,210,423
Other current assets 312,723 (1,056,711) (246,862)
Accounts payable and accrued expenses (2,974,205) 2,093,746 297,410
------------- ------------- ------------
Net cash provided by operating activities 6,417,605 2,712,068 1,632,387
------------- ------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Smith Stations -- (163,141,571) --
Net assets acquired in swap and acquisition transactions (66,260,206) -- --
Capital expenditures (3,230,490) (1,227,500) (263,644)
Other 45,620 -- 31,101
------------- ------------- ------------
Net cash used in investing activities (69,445,076) (164,369,071) (232,543)
------------- ------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowing under credit agreement 12,000,000 90,800,000 --
Proceeds from senior subordinated notes -- 100,000,000 --
Repayment of credit agreement (26,500,000) (90,800,000) --
Proceeds from sale of preferred stock, net -- 28,500,000 --
Proceeds from sale of common stock, net -- 49,011,982 --
Deferred acquisition and debt financing costs incurred (551,699) (8,606,125) --
Payment of loan costs (2,164,444) -- --
Capital contribution by parent 10,400,000 -- --
Proceeds from new revolving credit agreement 2,500,000 -- --
Proceeds from term loan facility 70,000,000 -- --
------------- ------------- ------------
Net cash provided by financing activities 65,683,857 168,905,857 --
------------- ------------- ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 2,656,386 7,248,854 1,399,844
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE 1,632,190 0 2,752,634
------------- ------------- ------------
CASH AND CASH EQUIVALENTS, ENDING BALANCE $ 4,288,576 $ 7,248,854 $ 4,152,478
============= ============= ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Preferred dividend and accretion $ 3,760,586 $ 2,529,546 --
New program contracts 1,233,459 911,558 --
Interest paid 14,403,326 5,850,292 --
Exchange offer on Senior Subordinated Notes -- 100,000,000 --
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
(1) Note on 1997 Predecessor Statement: The Predecessor statement shown above
is derived from the audited combined statements of operations of the Smith
Stations for the two months ended February 28, 1997.
7
<PAGE> 9
STC BROADCASTING, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements at September 30, 1998
1. PRINCIPLES OF CONSOLIDATION:
The accompanying consolidated financial statements include those of STC
Broadcasting, Inc. and its subsidiaries (the "Company"). As of September 30,
1998, the Company owned and / or operated the following eight commercial
television stations (the "Stations").
<TABLE>
<CAPTION>
Acquisition or Network
Station Operation Date Market Affiliation
- ------- -------------- ------ -----------
<S> <C> <C> <C>
WEYI-TV March 1, 1997 Flint, Saginaw-Bay City, Michigan NBC
WROC-TV March 1, 1997 Rochester, New York CBS
WTOV-TV March 1, 1997 Wheeling, West Virginia and
Steubenville, Ohio NBC
WJAC-TV October 1, 1997 Johnstown, Altoona, and State College,
Pennsylvania NBC
KRBC-TV April 1, 1998 Abilene, Texas NBC
KACB-TV April 1, 1998 San Angelo, Texas NBC
WDTN-TV June 1, 1998 Dayton, Ohio ABC
WNAC-TV June 1, 1998 Providence, Rhode Island FOX
</TABLE>
All common shares of the Company are owned by Sunrise Television Corp.
("Sunrise"). The Company commenced operations on March 1, 1997. Significant
intercompany transactions and accounts have been eliminated. As permitted under
the applicable rules and regulations of the Securities and Exchange Commission,
these financial statements are condensed interim financial statements and do not
include all disclosures and footnotes required by generally accepted accounting
principles for complete financial statements. These financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto as of December 31, 1997 included in the previously filed Company's
Annual Report on Form 10-K. The interim financial statements are unaudited but
include all adjustments, which are of a normal recurring nature, that the
Company considers necessary for a fair presentation of results for such period.
Operating results of interim periods are not necessarily indicative of results
for a full year.
2. LONG TERM DEBT:
The Company had a secured revolving credit facility (the "Bank Credit
Agreement") which provided for borrowings of up to $35,000,000 which could have
been used for acquisitions, working capital and for general corporate expenses.
The outstanding balance at December 31, 1997 was $14,500,000. The Company had
$100,000,000 of 11% Senior Subordinated Notes due March 15, 2007 outstanding at
September 30, 1998 and December 31, 1997.
On July 2, 1998, the Company entered into an Amended and Restated Credit
Agreement ("New Credit Agreement") with various lenders which provides a
$100,000,000 term loan facility and $65,000,000 revolving credit facility. On
July 3, 1998, the Company borrowed $70,000,000 on the term loan facility and
$2,500,000 on the revolving credit facility to fund the amounts owed
Hearst-Argyle Stations, Inc. ("Hearst") under the asset swap, retire amounts
outstanding under the Bank Credit Agreement, pay transaction fees and provide
for working capital needs.
8
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The New Credit Agreement provides for first priority security interests in all
of the tangible and intangible assets of the Company and its direct and indirect
subsidiaries. In addition, the loans under the New Credit Agreement are
guaranteed by Sunrise and the Company's current direct, indirect, and future
subsidiaries. The New Credit Agreement contains certain financial and operating
maintenance covenants including a maximum consolidation leverage ratio
(initially 7.0:1), a minimum consolidated fixed charge coverage ratio (initially
1.05:1), and a consolidated interest coverage ratio (initially 1.35:1). The
Company is limited in the amount of annual payments that may be made for
corporate overhead.
In July 1998, the Company recorded an extraordinary loss of $4,585,920 on the
retirement of the Bank Credit Agreement in accordance with generally accepted
accounting principles. The loss consisted of $2,421,476 of previously
unamortized costs incurred on the Bank Credit Agreement and $2,164,444 of
financing fees paid to the lenders related to the New Credit Agreement.
On September 11, 1998, the Company entered into a three year interest rate swap
agreement to reduce the impact of changing interest rates on $70,000,000 of its
floating rate borrowings from the term loan facility of the New Credit
Agreement. The interest rate was fixed at 5.15% plus the applicable borrowing
margin (currently 2.125%) for an overall borrowing rate of 7.275%. The floating
interest rates are based upon the three month London Interbank Offered Rate
(LIBOR) and the measurement and settlement is performed quarterly. The quarterly
settlements of this agreement will be recorded as an adjustment to interest
expense and are anticipated to have an immaterial effect on the operations of
the Company. The counter party to this agreement is one of the lenders under the
Amended and Restated Credit Agreement.
3. ACQUISITIONS:
On April 1, 1998, the Company consummated the acquisition of all of the
outstanding common stock of Abilene Radio and Television Company ("ARTC") for
approximately $7,250,000 plus working capital. The transaction was funded by
borrowings under the Bank Credit Agreement.
In a series of transactions, the Company has acquired certain assets from Hearst
through transactions structured as a Section 1031 tax deferred exchange of
assets. On February 3, 1998, the Company agreed to acquire WPTZ-TV ("WPTZ"),
WNNE-TV ("WNNE"), and local marketing agreement ("LMA") for WFFF-TV ("WFFF")
from Sinclair Broadcast Group, Inc. for $72,000,000, with the intention of using
these assets in the Hearst transaction. WPTZ and WNNE are the NBC affiliates and
WFFF is the Fox affiliate serving the Burlington, Vermont and Plattsburgh, New
York television market. On February 18, 1998, the Company agreed with Hearst to
trade KSBW-TV, WPTZ and WNNE for WDTN-TV, the ABC affiliate in Dayton, Ohio,
WNAC-TV, the Fox affiliate in Providence, Rhode Island, WNAC-TV's interest in a
Joint Marketing Programming Agreement with WPRI-TV, the CBS affiliate in
Providence, Rhode Island, and approximately $22,000,000 in cash. On April 24,
1998, the Company completed a purchase of non-license assets of WPTZ, WNNE and
WFFF for $70,000,000. The Company recorded the operations of WPTZ and WNNE for
the period April 24, 1998 to May 31, 1998. Funds to complete this acquisition
were provided by Hearst. The assets acquired were pledged to Hearst under the
related loan agreement.
Effective June 1, 1998, the Company received via contract rights the benefits of
the operation of stations WDTN-TV and WNAC-TV and its joint operating agreement
with WPRI. The Company recorded a book gain of approximately $17,488,000 on the
asset swap. Approximately $15,000,000 of the book gain has been deferred for tax
purposes in accordance with Section 1031 of the tax code. On July 3, the
transaction with Hearst was closed. The Company borrowed $72,500,000 under the
New Credit Agreement and Sunrise invested an additional $10,400,000 in the
Company in the form of additional contributed capital.
On April 24, 1998, the Company sold to Robert N. Smith, the Chief Executive
Officer and Director of Sunrise and the Company, the assets and certain rights
and obligations related to WFFF for $500,000. which amount would be increased to
reflect any operating losses associated with WFFF subsequent to the Company's
commencement of operations of WFFF under a time brokerage agreement on April 24,
1998. The purchase price was secured by a note and liens on all of the assets
sold and on July 23, 1998, the Company received full payment on the note.
On April 27, 1998, the Company entered into a definitive agreement ("Meyer
Purchase Agreement") to acquire the television assets of Meyer Broadcasting
Company of Bismarck, North Dakota ("Meyer") for $63,750,000. Meyer's
9
<PAGE> 11
television stations, which are all affiliated with NBC, include KVLY-TV, serving
Fargo, KFYR-TV serving Bismarck, KMOT-TV, serving Minot, KQCD-TV, serving
Dickinson, and KUMV-TV, serving Williston. On October 30, 1998, the Company
closed the Meyer transaction with borrowings of $43,500,000 under the New Credit
Agreement and a capital contribution of $22,900,000 by Sunrise.
On July 24, 1998, the Company entered into a definitive agreement ("Elcom
Purchase Agreement") to acquire the television assets of Elcom of Ohio, Inc.
("Elcom") for approximately $72,600,000. Elcom owns WUPW-TV, the Fox affiliate
serving the Toledo, Ohio, television market. It is anticipated that financing
for this transaction will be provided through additional equity contributions by
Sunrise and amounts available under the New Credit Agreement. The transaction is
expected to close on January 1, 1999, and is subject to Federal Communications
Commission review. The Elcom Purchase Agreement is subject to customary
conditions and no assurances can be given as to whether, or on what terms, such
transaction will be consummated by the Company.
10
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
The operating revenues of the Stations are derived primarily from advertising
revenues and, to a much lesser extent, compensation paid by the networks to the
Stations for broadcast network programming. The Stations' primary operating
expenses are employee compensation, related benefits, news gathering costs, film
and syndicated programming expenditures and promotional costs. A significant
proportion of the operating expenses of the Stations are fixed in nature.
In general, television stations receive revenues from advertising sold for
placement within and adjoining its local programming and national network
programming. Advertising is sold in time increments and is priced primarily on
the basis of a program's popularity within the demographic group an advertiser
desires to reach, as measured principally by audience surveys conducted in
February, May and November of each year. The ratings of local television
stations affiliated with a national television network can be affected by
ratings of network programming. Advertising rates are affected by the number of
advertisers competing for the available time, the size and demographic makeup of
the markets served by the television station and the availability of alternative
advertising media in the market areas. Advertising rates are highest during the
most desirable viewing hours, generally during local news programming, prime
time, access (the hour before prime time), and early fringe (3:00 p.m. to 5:00
p.m.).
Most advertising contracts are short-term and generally run for only a few
weeks. A majority of the revenues are generated from local advertising, which is
sold primarily by a Station's sales staff, and the remainder of the advertising
revenues represents national advertising, which is sold by independent national
advertising sales representatives. The Stations generally pay commissions to
advertising agencies on local and national advertising, and on national
advertising the Stations pay additional commissions to the national sales
representatives who operate under agreements that provide for exclusive
representation within the particular market of the Station. For the nine months
ended September 30, 1998, local advertising comprised 59.1% of the Company's
gross spot revenues (excluding political advertising) and national advertising
comprised 40.9% of the Company's gross spot revenues (excluding political
advertising). The gross spot broadcast revenues of the Stations are generally
highest in the second and fourth quarters of each year, due in part to increases
in consumer advertising in the spring and retail advertising in the period
leading up to and including the holiday season. Advertising spending by
political candidates is typically heaviest during the fourth quarter.
"Broadcast Cash Flow" is defined as operating income (loss) plus depreciation of
property and equipment, amortization of intangible assets, corporate overhead
and amortization of program rights, less payments for program rights. The
Company has included broadcast cash flow data because such data are commonly
used as a measure of performance for television broadcast companies and are used
by creditors and investors to measure a company's ability to service debt.
Broadcast cash flow is not, and should not be used as an indicator or
alternative to operating income, net loss or cash flow as reflected in the
accompanying financial statements, is not intended to represent funds available
for debt service, dividends, reinvestment or other discretionary uses, is not a
measure of financial performance under generally accepted accounting principles
and should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with generally accepted accounting
principles.
This Quarterly Report on Form 10-Q contains certain forward-looking statements
that involve a number of risks and uncertainties. When used in this Quarterly
Report on Form 10-Q the words "believes," "anticipates," 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 forward-looking statements. These factors
include, without limitation, competition from other local free over-the-air
television stations, acquisition of additional broadcast properties and future
debt service obligations. 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 circumstance after the date hereof or to reflect the occurrence of
unanticipated events.
In the following analysis, the effect of the acquisitions of television stations
WJAC, KRBC, and KACB will be
11
<PAGE> 13
referred to as the "Acquisitions." The WJAC acquisition closed on October 1,
1997 and the KRBC and KACB acquisition closed on April 1, 1998. The net change
resulting from the transactions with Sinclair and Hearst (acquisition of
WDTN-TV, WNAC-TV and joint operating agreement with WPRI and the disposition of
KSBW-TV, WPTZ-TV and WNNE-TV) will be referred to as the "Swap Transaction".
HISTORICAL PERFORMANCE
Broadcast Cash Flow.
The following table sets forth certain operating data for the Company for the
three months and nine months ended September 30, 1998 and 1997. The nine months
ended September 30, 1997 combines the seven months ended September 30, 1997 for
the Company and the two months ended February 28, 1997 for the Smith Stations,
the predecessor entity. The predecessor entity operations are presented on a
pre-acquisition cost basis and are not comparable with the Company's nine and
three months of operations ended September 30, 1998 and three and seven months
of operations ended September 30, 1997.
<TABLE>
<CAPTION>
Three Months Ended Nine months Ended
September 30, September 30,
1998 1997 1998 1997
------- ------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Operating (Loss) $ (765) $ (527) $ (1,052) $ (178)
Add:
Amortization of program rights 1,578 914 3,937 2,747
Depreciation of property and equipment 2,015 903 5,270 2,902
Amortization of intangibles 4,436 2,447 12,020 6,759
Corporate overhead 521 372 1,482 976
Less:
Payments for program rights (1,582) (930) (3,979) (2,782)
------- ------- -------- --------
Broadcast cash flow $ 6,203 $ 3,179 $ 17,678 $ 10,424
======= ======= ======== ========
</TABLE>
Television Revenues
Set forth below are the principal types of television revenues that the Company
has generated for the periods indicated and the percentage contribution of each
to total revenues. The nine months ended September 30, 1997 combines the seven
months ended September 30, 1997 for the Company and the two months ended
February 28, 1997 for the Smith Stations, the predecessor entity. The
predecessor entity operations are presented on a pre-acquisition cost basis and
are not comparable with the Company's nine and three months of operations ended
September 30, 1998 and three and seven months of operations ended September 30,
1997.
12
<PAGE> 14
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
------------------ ----------------- ----------------- -----------------
$ % $ % $ % $ %
------- ------ ------- ----- -------- ----- -------- -----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gross Revenues:
Local $ 8,830 48.29% $ 5,110 47.94% $ 25,226 49.00% $ 15,761 48.43%
National 5,695 31.15% 4,182 39.22% 17,434 33.86% 12,832 39.43%
Political 1,014 5.55% 11 .10% 2,167 4.21% 11 .03%
Network compensation 1,325 7.25% 733 6.87% 3,448 6.70% 2,171 6.67%
Trade and barter 498 2.72% 464 4.35% 1,515 2.94% 1,167 3.59%
Income from joint operating
agreement 755 4.13% -- -- 1,082 2.10% -- --
Other 167 .91% 162 1.52% 611 1.19% 603 1.85%
-------- ------- ------- ------- -------- ------- -------- -------
Total 18,284 100.00% 10,662 100.00% 51,483 100.00% 32,545 100.00%
Agency and national
representative commissions (2,558) (13.99%) (1,540) (14.44%) (7,430) (14.43%) (4,757) (14.62%)
-------- ------- ------- ------- -------- ------- -------- -------
Net revenue $ 15,726 86.01% $ 9,122 85.56% $ 44,053 85.57% $ 27,788 85.38%
======== ======= ======= ======= ======== ======= ======== =======
</TABLE>
Results of Operations.
Set forth below is a summary of the operations of the Company for the periods
indicated and their percentages of net revenue. The nine months ended September
30, 1997 combines the seven months ended September 30, 1997 for the Company and
the two months ended February 28, 1997 for the Smith Stations, the predecessor
entity. The predecessor entity operations are presented on a pre-acquisition
cost basis and are not comparable with the Company's three and nine months of
operations ended September 30, 1998 and three and seven months of operations
ended September 30, 1997.
<TABLE>
<CAPTION>
Three Months Ended Nine months Ended
September 30, September 30,
1998 1997 1998 1997
------------------ ------------------ ------------------ ------------------
$ % of $ % of $ % of $ % of
Revenues Revenues Revenues Revenues
------------------ ------------------ ------------------ ------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Revenues: $ 15,726 100.00% $ 9,122 100.00% $44,053 100.00% $27,788 100.00%
Operating Expenses:
Station operating 5,455 34.69% 3,337 36.58% 14,480 32.87% 9,550 34.37%
Selling, General & Administrative 3,606 22.93% 2,161 23.69% 10,473 23.77% 6,729 24.22%
Trade and barter expense 458 2.91% 429 4.70% 1,380 3.13% 1,050 3.78%
Depreciation 2,015 12.81% 903 9.90% 5,270 11.96% 2,902 10.44%
Amortization 4,436 28.21% 2,447 26.83% 12,020 27.29% 6,759 24.32%
Corporate overhead 521 3.31% 372 4.08% 1,482 3.36% 976 3.51%
-------- ------ ------- ------ ------ ------ ------- ------
Operating (loss) $ (765) (4.86%) (527) (5.78%) $(1,052) (2.38%) (178) (.64%)
======== ====== ======= ====== ======= ====== ======= ======
Broadcast cash flow $ 6,203 39.44% $ 3,179 34.85% $17,678 40.13% $10,424 37.51%
======== ====== ======= ====== ======= ====== ======= ======
</TABLE>
13
<PAGE> 15
THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1997
Gross Revenues
Gross revenues increased by $7.6 million or 71% to $18.3 million for the three
months ended September 30, 1998 from $10.7 million for the comparable period in
1997. Local and national revenues were up 73% and 36%, respectively, over the
comparable period in 1997. An increase of $3.9 million is attributable to the
Acquisitions and an increase of $3.3 million is attributable to the Swap
Transactions. The three months ended September 30, 1998 had approximately $1.0
million of political revenues compared to zero for the comparable period in
1997.
Net Revenues
Net revenues increased by $6.6 million or 72% to $15.7 million for the three
months ended September 30, 1998 from $9.1 million for the comparable period in
1997. An increase of $3.4 million is attributable to the Acquisitions and an
increase of $2.9 million is attributable to the Swap Transactions. The three
months ended September 30, 1998, had approximately $0.8 million of political
revenues compared to zero for the comparable period in 1997.
Station Operating Expenses
Station operating expenses increased by $2.2 million to $5.5 million for the
three months ended September 30, 1998 from $3.3 million for the comparable
period in 1997. An increase of $1.1 million is attributable to the Acquisitions
and an increase of $0.9 million is attributable to the Swap Transactions.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $1.4 million to $3.6
million for the three months ended September 30, 1998 from $2.2 million for the
comparable period in 1997. An increase of $1.1 million is attributable to the
Acquisitions and an increase of $0.3 million is attributable to the Swap
Transactions.
Trade and Barter Expenses
Trade and barter expenses increased by $0.1 million to $0.5 million for the
three months ended September 30, 1998 from $0.4 million for the comparable
period in 1997. An increase of $0.1 million is attributable to the Acquisitions
and a decrease of $0.1 million is attributable to the Swap Transactions.
Depreciation Expense
Depreciation increased by $1.1 million to $2.0 million for the three months
ended September 30, 1998 from $0.9 million for the comparable period in 1997. An
increase of $0.6 million is attributable to the Acquisitions and an increase of
$0.4 million is attributable to the Swap Transactions.
Amortization Expense
Amortization increased by $2.0 million to $4.4 million for the three months
ended September 30, 1998 from $2.4 million for the comparable period in 1997. An
increase of $1.0 million is attributable to the Acquisitions and an increase of
$1.1 million is attributable to the Swap Transactions.
Corporate Overhead
Corporate Overhead increased by $0.1 million to $0.5 million for the three
months ended September 30, 1998 from $0.4 million for the comparable period in
1997. Cost increases related to higher salary costs and additional staff.
14
<PAGE> 16
Operating Income
Operating income decreased by $0.3 million to a loss of $0.8 million for the
three months ended September 30, 1998 from a loss of $0.5 million for the
comparable period in 1997 due to the reasons outlined above.
Interest Expense
Interest expense increased by $1.5 million to $4.2 million for the three months
ended September 30, 1998 from $2.7 million for the comparable period in 1997. An
increase of $0.5 million is due to higher outstanding balances of the Amended
and Restated Bank Credit Agreement ("New Credit Agreement") resulting from the
Acquisitions and $1.0 million due to Swap Transactions.
Income Tax Benefit
Income tax benefit increased by $1.2 million to $1.2 million for the three
months ended September 30, 1998 from zero for the comparable period in 1997. An
income tax benefit of $0.9 million is attributable to a $0.9 million realization
of loss carry overs for the three months ended September 30, 1998. An additional
income tax benefit of $0.3 million is attributable to the acquisition of WJAC
and the related amortization of the step up in basis of WJAC assets.
Extraordinary Item
Extraordinary loss for early retirement of debt was $4.6 million for the three
months ended September 30, 1998 with no extraordinary item for 1997. The
increase consists of $2.4 million of costs incurred on the issuance of the
former Bank Credit Agreement and $2.2 of fees incurred on the issuance of the
New Credit Agreement.
Redeemable Preferred Stock Dividends and Accretion
Redeemable preferred stock dividends and accretion increased by $0.2 million to
$1.3 million for the three months ended September 30, 1998 from $1.1 for the
comparable period in 1997 due to higher value outstanding over the comparable
period of 1997.
Net Loss Applicable to Common Shareholder
Net loss applicable to common shareholder increased by $6.3 million to $10.6
million for the three months ended September 30, 1998 from a loss of $4.3
million for the comparable period in 1997 due to the reasons outlined above.
NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1998
Gross Revenues
Gross revenues increased by $19.0 million or 58% to $51.5 million for the nine
months ended September 30, 1998 from $32.5 million for the comparable period in
1997. Local and national revenues were up 60% and 36%, respectively, over the
comparable period in 1997. An increase of $10.7 million is attributable to the
Acquisitions and an increase of $6.6 million is attributable to the Swap
Transactions. The nine months ended September 30, 1998 had approximately $2.2
million of political revenues compared to zero for the comparable period in
1997.
Net Revenues
Net revenues increased by $16.3 million or 59% to $44.1 million for the nine
months ended September 30, 1998 from $27.8 million for the comparable period in
1997. An increase of $9.2 million is attributable to the Acquisitions and an
increase of $6.6 million is attributable to the Swap Transactions. The nine
months ended September 30, 1998, has approximately $1.8 million of political
revenues compared to zero for the comparable period in 1997.
Station Operating Expenses
Station operating expenses increased by $4.9 million to $14.5 million for the
nine months ended September 30, 1998 from $9.6 million for the comparable period
in 1997. An increase of $2.9 million is attributable to the
15
<PAGE> 17
Acquisitions and an increase of $1.7 million is attributable to the Swap
Transactions. Most of the remaining increase was due to additional news
expenditures at WROC, WTOV, and WEYI.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $3.8 million to $10.5
million for the nine months ended September 30, 1998 from $6.7 million for the
comparable period in 1997. An increase of $2.8 million is attributable to the
Acquisitions and an increase of $0.7 million is attributable to the Swap
Transactions. Most of the remaining increase was due to additional sales
expenses on increased sales.
Trade and Barter Expenses
Trade and barter expenses increased by $0.3 million to $1.4 million for the nine
months ended September 30, 1998 from $1.1 million for the comparable period in
1997 due to the Acquisitions. An increase of $0.2 million is attributable to
the Acquisition.
Depreciation Expense
Depreciation increased by $2.4 million to $5.3 million for the nine months ended
September 30, 1998 from $2.9 million for the comparable period in 1997. An
increase of $1.5 million is attributable to the Acquisitions and an increase of
$0.7 million is attributable to the Swap Transactions.
Amortization Expense
Amortization increased by $5.2 million to $12.0 million for the nine months
ended September 30, 1998 from $6.8 million for the comparable period in 1997. An
increase of $2.9 million is attributable to the Acquisitions and an increase of
$2.0 million is attributable to the Swap Transactions.
Corporate Overhead
Corporate Overhead increased by $0.5 million to $1.5 million for the nine months
ended September 30, 1998 from $1.0 million for the comparable period in 1997.
Cost increases related to higher salary costs and additional staff.
Operating Income
Operating income decreased by $0.9 million to a loss of $1.1 million for the
nine months ended September 30, 1998 from a loss of $0.2 million for the
comparable period in 1997 due to the reasons outlined above.
Interest Expense
Interest increased by $4.3 million to $11.6 million for the nine months ended
September 30, 1998 from $7.3 million for the comparable period in 1997. An
increase of $1.0 million is due to higher outstanding balances of the Senior
Subordinated Notes resulting from the purchase of the Smith Stations by the
Company on March 1, 1997. An increase of $1.4 million is due to higher
outstanding balances on the New Credit Agreement resulting from the
Acquisitions, an increase of $0.9 million is due to interest related to and
resulting from the purchase of the non-license assets of WPTZ, WNNE and WFFF on
April 24, 1998 and for the period ending May 31, 1998, and an increase of $1.0
million resulting from the Swap Transactions.
Income Tax
Income tax benefit increased by $0.9 to $0.9 for the nine months ended September
30, 1998 from zero for the comparable period in 1997. This increase is
attributable to the acquisition of WJAC and the related amortization of the step
up in basis of WJAC assets for purchase accounting.
Gain on Asset Swap
Gain on asset swap was $17.5 million for the nine months ended September 30,
1998 with no gain in the comparable period in 1997. $15.1 million of the gain is
attributable to the assets of KSBW while $2.4 million is attributable to the
WPTZ and WNNE assets.
16
<PAGE> 18
Extraordinary Item
Extraordinary charge for early retirement of debt was $4.6 million for the nine
months ended September 30, 1998 with no extraordinary item for the comparable
period in 1997. The increase consists of $2.4 million of costs incurred on the
issuance of the former Bank Credit Agreement and $2.2 million of fees incurred
on the issuance of the New Credit Agreement.
Redeemable Preferred Stock Dividends and Accretion
Redeemable preferred stock dividends and accretion increased by $1.3 million to
$3.8 million for the nine months ended September 30, 1998 from $2.5 million for
the comparable period in 1997. The increase is attributable to nine months of
expense in 1998 versus seven months of expense in 1997 and higher outstanding
balances.
Net Loss Applicable to Common Shareholder
Net loss applicable to common shareholder decreased by $5.0 million to $3.4
million for the nine months ended September 30, 1998 from a loss of $8.4 million
for the comparable period in 1997 due to the reasons outlined above.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1998, the Company had $4.3 million in cash balances and net
working capital of approximately $10.4 million. The Company's primary sources of
liquidity are cash provided by operations and availability under the New Credit
Agreement.
Net cash flows provided by operating activities decreased by $2.5 million or 58%
to $1.8 million for the nine months ended September 30, 1998 from $4.3 million
for the comparable period in 1997. The Company made interest and film payments
of $14.4 million and $4.5 million, respectively, during the nine month period
ended September 30, 1998 compared to payments of $5.8 million and $2.2 million,
respectively, for the comparable period in 1997.
Net cash flows used in investing activities decreased by $95.2 million or 58% to
$69.4 million for the nine months ended September 30, 1998 from $164.6 million
for the comparable period in 1997. In 1998, the Company expended approximately
$66.3 million to complete the Acquisition of KRBC and KACB, and complete the
Swap Transaction. In 1997, the Company acquired the four Jupiter/Smith stations
for approximately $163.1 million.
Net cash flows provided by financing activities decreased by $98.6 million or
58% to $70.3 million for the nine months ended September 30, 1998 from $168.9
million for the comparable period in 1997. As of September 30, 1998, the Company
borrowed $72.5 million under the New Credit Agreement, received a capital
infusion of $10.4 million from Sunrise, and repaid $14.5 million net of
borrowings under the former loan agreement. In the first nine months of 1997,
the Company received a capital infusion of $49.0 million from Sunrise, sold
$28.5 million of preferred stock, borrowed and repaid $90.8 million under the
former Bank Loan Agreement, and sold $100.0 million of 11% Senior Subordinated
Notes.
On March 25, 1997, the Company completed a private placement of $100.0 million
principal amount of its 11% Senior Subordinated Notes (the "Old Notes") due
March 15, 2007. On September 26, 1997, the Company completed an exchange offer
in which all of the Old Notes were exchanged for registered 11% Senior
Subordinated Notes (the "New Notes") of the Company having substantially
identical terms as the Old Notes. Interest on the New Notes is payable on March
15 and September 15 of each year. The Indenture imposes certain limitations on
the ability of the Company and its subsidiaries to, among other things, pay
dividends or make restricted payments, consummate certain asset sales, enter
into transactions with affiliates, incur liens, impose restrictions on the
ability of a subsidiary to pay dividends or make certain payments to the
Company, merge or consolidate with any person or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of the assets of the
Company.
17
<PAGE> 19
On July 2, 1998, the Company entered into the New Credit Agreement with various
lenders which provides a $100.0 million term loan facility and $65.0 million
revolving credit facility. On July 3, 1998, the Company borrowed $70.0 million
on the term loan facility and $2.5 million on the revolving credit facility to
fund amounts owed Hearst under the asset swap, retire amounts outstanding under
the former Bank Credit Agreement, and pay transaction fees and working capital
needs. The remaining $30.0 million of the term loan facility and $13.5 million
of the revolving facility was used on the Meyer transaction and approximately
$34.5 million of the revolving credit facility will be used to finance the
Elcom acquisitions.
The New Credit Agreement provides for first priority security interests in all
of the tangible and intangible assets of the Company and its direct and indirect
subsidiaries. In addition, the loans under the New Credit Agreement are
guaranteed by Sunrise and the Company's current direct, indirect, and future
subsidiaries. The New Credit Agreement contains certain financial and operating
maintenance covenants including a maximum consolidation leverage ratio
(initially 7.0:1), a minimum consolidated fixed charge coverage ratio (initially
1.05:1), and a consolidated interest coverage ratio (initially 1.35:1). The
Company is limited in the amount of annual payments that may be made for
corporate overhead.
Interest payments under the New Credit Agreement and the New Notes represent
significant liquidity requirements for the Company. Loans under the New Credit
Agreement bear interest at floating rates based upon the interest rate option
selected by the Company. In addition, the Company's 14% Redeemable Preferred
Stock (the "Redeemable Preferred Stock") is cumulative, with dividends accruing
quarterly, and prior to 2002 may, at the option of the Company, be paid in
additional shares of Redeemable Preferred Stock. In the event dividends on the
Redeemable Preferred Stock are paid in cash, dividends would amount to $4.2
million annually. The New Credit Agreement and the Indenture will limit the
Company's ability to pay cash dividends prior to 2002 and the Company's ability
to exchange the Redeemable Preferred Stock for debt of the Company.
Based on the current level of operations, anticipated future internally
generated growth, additional borrowings under the New Credit Agreement and
additional equity contributions from Sunrise, the Company anticipates that it
will have sufficient funds to meet its anticipated requirements for working
capital, capital expenditures, interest payments and its pending acquisitions.
The Company's future operating performance and ability to service or refinance
the New Notes and to extend or refinance the New Credit Agreement will be
subject to future economic conditions and to financial, business and other
factors, many of which are beyond the control of the Company. The ability of the
Company to implement its business strategy, complete its transaction with Elcom
of Ohio, Inc. and to consummate future acquisitions will require additional debt
and significant equity capital and no assurance can be given as to whether, and
on what terms, such additional debt and/or equity capital will be available,
including additional equity contributions from Sunrise. The degree to which the
Company is leveraged could have a significant effect on its results of
operations.
CREDIT AND INTEREST RATE RISKS
The Company's financial instruments that constitute exposed credit risks consist
primarily of cash equivalents and trade receivables. The Company's cash
equivalents consist solely of high quality securities. Concentrations of credit
risks with respect to receivables are somewhat limited due to the large number
of customers and to their dispersion across the geographic areas served by the
stations as outlined in footnote one to the financial statements. No single
customer amounts to 10% of the Company's total outstanding receivables.
The Company was exposed to minimal market risk related to interest rates as of
September 30, 1998. The Company's Senior Subordinate Debt is fixed at 11% and is
due and payable on March 15, 2007. On September 11, 1998, the Company entered
into a three year interest rate swap agreement to reduce the impact of changing
interest rates on $70.0 million of its floating rate borrowings from the term
loan facility portion of the New Credit Agreement. The interest rate was fixed
at 5.15% plus the applicable borrowing margin (currently 2.125%) for an overall
borrowing rate of 7.275%. The floating interest rates are based upon the three
month London Interbank Offered Rate (LIBOR) and the measurement and settlement
is performed quarterly. The quarterly settlements of this agreement will be
recorded as an adjustment to interest expense and are anticipated to have an
immaterial effect on the operations of the Company for 1998. The counter party
to this agreement is one of the lenders under the New Credit Agreement.
18
<PAGE> 20
CAPITAL EXPENDITURES
Capital expenditures were $3.1 million for the year ended December 31, 1997 and
$3.2 million and $1.2 million for the nine month period ended September 30, 1998
and 1997, respectively. Capital expenditures are anticipated to be approximately
$5.3 million for 1998. The Company continues to improve the news gathering and
production capabilities of WROC, WEYI, WJAC and WDTN and has allocated
approximately $1.9 million to rebuild KRBC and KACB.
DEPRECIATION, AMORTIZATION AND INTEREST
Because the Company has incurred substantial indebtedness in the acquisitions of
stations for which it will have significant debt service requirements, and
because the Company will have significant non-cash charges relating to the
depreciation and amortization expense of the property and equipment and
intangibles that were acquired in multiple station acquisitions, the Company
expects that it will report net losses for the foreseeable future.
INFLATION
The Company believes that its business is affected by inflation to an extent no
greater than other businesses are generally affected.
YEAR 2000 COMPLIANCE
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define applicable year. Any of the Company's computer
programs that have date sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. This could result in system failures
that may create an inability for the Stations to broadcast their daily
programming and generate revenues.
Since its inception, the Company has been replacing and enhancing its computer
systems to gain significant operational efficiencies and through these same
efforts, year 2000 compliant equipment and applications have been installed.
Total expenditures for the period March 1, 1997 to September 30, 1998 have
amounted to approximately $0.5 million for the replacement and enhancement of
these systems. In October of 1998, Company management initiated a company-wide
program to prepare the Company's operations for the year 2000.
The Company's program consists of two phases. The first phase is an assessment
of the Company's systems with respect to year 2000 compliance and the
formulation of an action plan. During the assessment phase, the Company will be
reviewing individual applications, as well as the computer hardware and
satellite delivery systems. The assessment will include non-"information
technology" (IT) systems. A comprehensive review and inventory will be completed
in the first quarter of 1999. This phase involves an assessment of the readiness
of third party vendors and suppliers. The Company will issue year 2000 readiness
questionnaires to some vendors, however, responses to these inquiries are
expected to be limited. The assessment of the Company's IT and non-IT systems,
and an action plan for remediation is expected to be completed by the end of the
second quarter of 1999. Until such assessment has been completed, the Company
cannot properly determine the impact of system failures related to year 2000
non compliance.
The second phase of the Company's program will be the implementation and testing
of the remediations required based upon the conclusions reached from the
assessments completed during the first phase. The Company's IT environment is
comprised of two distinct layers of technology: equipment and applications.
During this second phase, the Company anticipates that it will perform a series
of tests. Unit testing will confirm the readiness of the equipment and of the
applications for the year 2000. System testing ensures that a specific
application is year 2000 compliant in conjunction with its supporting equipment.
Finally, integration testing determines whether a set of applications and the
equipment, when operated on a combined basis, deliver services that are year
2000 ready. It may not be economically or technically feasible for the Company
to fully test certain systems, and it is possible that not all IT and non-IT
systems can be prepared for the year 2000. Therefore, the readiness plan will
provide priority to those applications and equipment critical to the operation
of the Stations and will identify contingency plans that need to be in place for
functions which could be adversely impacted. The contingency plans covering
these systems are in the process of being developed. The Company already has, as
a matter of course, many contingency plans to provide continuation of critical
business functions in the event that systems become unavailable for any reason:
including, for example, satellite failures, power outages, or major equipment
failures.
19
<PAGE> 21
It is difficult for the Company to estimate the costs incurred to date related
specifically to remediating year 2000 issues, since the Company has been
replacing and enhancing its computer systems in the ordinary course of business.
Estimated future costs of remediation are not currently known but the Company
expects to have a cost estimate by the end of the second quarter of 1999 when
the assessment phase of the Company's year 2000 readiness plan is completed.
The Company recognizes that the scope of effort to fully execute its year 2000
readiness plan is significant. The Company is utilizing internal resources and,
where appropriate, external resources to provide the tools and resources to
complete the plan. Despite these efforts, there can be no assurance that the
Company's systems will be timely remediated or that a failure by the Company's
vendors or suppliers to be year 2000 ready would not have an adverse effect on
the Company's systems.
ENVIRONMENTAL REGULATION
Prior to the Company's ownership or operation of its facilities, substances or
wastes that are or might be considered hazardous under applicable environmental
laws may have been generated, used, stored or disposed of at certain of those
facilities. In addition, environmental conditions relating to the soil and
groundwater at or under the Company's facilities may be affected by the
proximity of nearby properties that have generated, used, stored or disposed of
hazardous substances. As a result, it is possible that the Company could become
subject to environmental liabilities in the future in connection with these
facilities under applicable environmental laws and regulations. Although the
Company believes that it is in substantial compliance with such environmental
requirements, and has not in the past been required to incur significant costs
in connection therewith, there can be no assurance that the Company's costs to
comply with such requirements will not increase in the future. The Company
presently believes that none of its properties have any condition that is likely
to have a material adverse effect on the Company's financial condition or
results of operations.
EMPLOYEES
As of September 30, 1998, the Stations had approximately 522 full-time and 82
part-time employees. WEYI has a contract with United Auto Workers that expires
on September 30, 2002 with respect to 48 employees. WROC has a contract with
American Federation of Television and Radio Artists ("AFTRA") that expires on
March 2, 1999 with respect to 20 employees, and has a contract with the National
Association of Broadcast Employees and Technicians/Communications Workers of
America ("NABET") that expires on May 31, 2000 with respect to 35 employees.
WTOV has a contract with AFTRA that expires January 28, 1999 and a contract with
International Brotherhood of Electrical Workers that expires on November 30,
2000 with respect to 23 and 15 employees respectively. WJAC has a contract with
International Alliance of Theatrical Stage Employees that expires on September
30, 2002 with respect to 43 employees. WDTN-TV has a contract with the
International Brotherhood of Electrical Workers that expires on July 2, 2003
with respect to 50 employees. No significant labor problems have been
experienced by the Stations. The Company considers its overall labor relations
to be good. However, there can be no assurance that the Company's collective
bargaining agreements will be renewed in the future or that the Company will not
experience a prolonged labor dispute, which could have a material adverse effect
on the Company's business, financial condition or results of operations.
PRO FORMA INFORMATION
Broadcast Cash Flow.
The following information is not required disclosure to be disclosed in the
interim financial statements contained herein. However, the Company believes
that such information may be useful to investors and creditors. The pro forma
information presented is not necessarily indicative of the actual results that
would have been achieved had each of the present eight stations, the five Meyer
Broadcasting stations, and WUPW-TV been acquired prior to January 1, 1997, nor
is it indicative of the future results of operations.
The following table sets forth certain combined operating data for the Company's
eight stations, the Meyer Broadcasting five stations, and WUPW-TV for the
periods indicated as if the Company had owned all fourteen stations since
January 1, 1997.
20
<PAGE> 22
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended Twelve Months Ended
September 30, September 30, December 31,
1998 1997 1998 1997 1997
------- ------- -------- -------- -------------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Operating loss $(1,712) $(2,882) $ (2,472) $ (6,784) $ (5,699)
Add:
Amortization of program rights 2,000 2,058 6,004 6,162 7,963
Depreciation of property
and equipment 3,587 3,447 10,614 10,341 13,671
Amortization of intangibles 5,839 5,725 17,467 17,174 22,799
Corporate overhead 550 550 1,650 1,650 2,200
Less:
Payments for program rights (2,100) (2,157) (6,264) (6,352) (8,499)
------- ------- -------- -------- --------
Broadcast cash flow $ 8,164 $ 6,741 $ 26,999 $ 22,191 $ 32,435
======= ======= ======== ======== ========
</TABLE>
Television Revenues.
Set forth below are the principal types of combined television revenues that the
Company's eight stations, the Meyer Broadcasting five stations, and WUPW-TV,
Toledo, Ohio, would have generated for the periods indicated as if the Company
had owned the fourteen stations since January 1, 1997 and the percentage
contribution of each to total net revenues.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended Twelve Months Ended
September 30, September 30, December 31,
1998 1997 1998 1997 1997
---------------- ---------------- ---------------- ---------------- -----------------
$ % $ % $ % $ % $ %
------- ------ ------- ------ ------- ------ ------- ------ -------- ------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Local $12,464 49.6% $12,763 53.4% $40,666 51.9% $38,601 53.1% $ 54,053 53.6%
National 7,892 31.4% 7,300 30.6% 24,513 31.3% 23,302 32.0% 31,726 31.5%
Political 1,157 4.6% 65 0.3% 1,664 2.1% 120 0.2% 512 0.5%
Network Compensation 1,587 6.3% 1,620 6.8% 4,671 6.0% 4,821 6.6% 6,304 6.3%
Trade and barter 913 3.6% 1,420 5.9% 2,748 3.5% 2,503 3.4% 3,167 3.1%
Joint Operating Agreement 755 3.0% 358 1.5% 2,753 3.5% 1,992 2.7% 3,101 3.1%
Other 366 1.5% 358 1.5% 1,396 1.7% 1,407 2.0% 1,865 1.9%
------- ------ ------- ------ ------- ------ ------- ------ -------- ------
Total 25,134 100.0% 23,884 100.0% 78,411 100.0% 72,746 100.0% 100,728 100.0%
Agency and national
representative commissions (3,434) (13.7%) (3,114) (13.0%) (10,606) (13.5%) (9,815) (13.5%) (13,564) (13.5%)
------- ------ ------- ------ ------- ------ ------- ------ -------- ------
Net revenue $21,700 86.3% $20,770 87.0% $67,805 86.5% $62,931 86.5% $ 87,164 86.5%
======= ====== ======= ====== ======= ====== ======= ====== ======== ======
</TABLE>
Proforma Results of Operations.
Set forth below is a summary of the combined operations of the Company's eight
Stations plus the five Meyer Broadcasting stations, and WUPW-TV, Toledo, Ohio,
for the periods indicated, and their percentages of net revenue as if the
Company had owned the fourteen stations since January 1, 1997.
21
<PAGE> 23
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended Twelve Months Ended
September 30, September 30, December 31,
1998 1997 1998 1997 1997
---------------- --------------- --------------- --------------- ------------------
$ % $ % $ % $ % $ %
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenues: $21,700 100.0% $20,770 100.0% $67,805 100.0% $62,931 100.0% $87,164 100.0%
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Operating Expenses:
Station operating 7,279 33.5% 7,335 35.3% 21,594 31.8% 21,815 34.7% 28,945 33.2%
Selling, general &
administrative 5,358 24.7% 5,291 25.5% 16,524 24.4% 16,534 26.3% 22,097 25.4%
Trade and barter expense 799 3.7% 1,304 6.3% 2,428 3.6% 2,201 3.5% 3,151 3.6%
Depreciation 3,587 16.5% 3,447 16.6% 10,614 15.7% 10,341 16.4% 13,671 15.7%
Amortization 5,839 26.9% 5,725 27.6% 17,467 25.8% 17,174 27.3% 22,799 26.2%
Corporate overhead 550 2.5% 550 2.6% 1,650 2.4% 1,650 2.6% 2,200 2.5%
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Operating loss (1,712) (7.8)% (2,882) (13.9)% (2,472) (3.7)% (6,784) (10.8)% (5,699) (6.6)%
======= ===== ======= ===== ======= ===== ======= ===== ======= =====
Broadcast cash
flow $ 8,164 37.6% $ 6,741 32.5% $26,999 39.8% $22,191 35.3% $32,435 37.2%
======= ===== ======= ===== ======= ===== ======= ===== ======= =====
</TABLE>
Acquisitions
On April 1, 1998, the Company consummated the acquisition of all of the
outstanding common stock of Abilene Radio and Television Company ("ARTC") for
approximately $7.3 million plus working capital. The transaction was funded by
additional borrowing under the Bank Credit Agreement.
In a series of transactions, the Company has acquired certain assets from
Hearst-Argyle Stations, Inc., ("Hearst") through transactions structured as a
Section 1031 tax deferred exchange of assets. On February 3, 1998, the Company
agreed to acquire WPTZ-TV ("WPTZ"), WNNE-TV ("WNNE"), and local marketing
agreement ("LMA") for WFFF-TV ("WFFF") from Sinclair Broadcast Group, Inc. for
$72.0 million with the intention of using these assets in the Hearst
transaction. WPTZ and WNNE are the NBC affiliates and WFFF is the Fox affiliate
serving the Burlington, Vermont and Plattsburgh, New York television market. On
February 18, 1998, the Company agreed with Hearst to trade KSBW-TV, WPTZ and
WNNE for WDTN-TV, the ABC affiliate in Dayton, Ohio, WNAC-TV, the Fox affiliate
in Providence, Rhode Island, WNAC-TV's interest in a Joint Marketing Programming
Agreement with WPRI-TV, the CBS affiliate in Providence, Rhode Island, and
approximately $22.0 million in cash. On April 24, 1998, the Company completed a
purchase of the non-license assets of WPTZ, WNNE and WFFF for $70.0 million. The
Company recorded the operations of WPTZ and WNNE for the period April 24, 1998
to May 31, 1998. Funds to complete this acquisition were provided by Hearst. The
assets acquired were pledged to Hearst under the related loan agreement.
Effective June 1, 1998, the Company received via contract rights the benefits of
the operation of stations WDTN-TV and the WNAC-TV and its joint operating
agreement with WPRI. The Company recorded a book gain of approximately $17.4
million on the asset swap. Approximately $15.0 million of the book gain has been
deferred for tax purposes in accordance with Section 1031 of the tax code.
On July 3, the transaction with Hearst was closed. To finance the transaction,
the Company borrowed $72.5 million under the New Credit Agreement and Sunrise
invested an additional $10.4 million in the Company in the form of additional
contributed capital.
On April 24, 1998, the Company sold to Robert N. Smith, the Chief Executive
Officer and Director of Sunrise and the Company, the assets and certain rights
and obligations related to WFFF for $0.5 million, which amount would be
increased to reflect any operating losses associated with WFFF subsequent to the
Company's commencement of operations of WFFF under a Time Brokerage Agreement on
April 24, 1998. The purchase price was secured by a note and liens on all of the
assets sold and on July 23, 1998, the Company received full payment on the note.
On April 27, 1998, the Company entered into a definitive agreement ("Meyer
Purchase Agreement") to acquire the
22
<PAGE> 24
television assets of Meyer Broadcasting Company of Bismarck, North Dakota
("Meyer") for $63.8 million. Meyer's television stations, which are all
affiliated with NBC, include KVLY-TV, serving Fargo, KFYR-TV serving Bismarck,
KMOT-TV, serving Minot, KQCD-TV, serving Dickinson, and KUMV-TV, serving
Williston. On October 30, 1998, the Company closed the Meyer transaction with
borrowings of $43.5 million under the New Credit Agreement and a capital
contribution of $22.9 million by Sunrise.
On July 24, 1998, the Company entered into a definitive agreement ("Elcom
Purchase Agreement") to acquire the television assets of Elcom of Ohio, Inc.
("Elcom") for approximately $72.6 million. Elcom owns WUPW-TV, the Fox affiliate
serving the Toledo, Ohio, television market. It is anticipated that financing
for this transaction will be provided through additional equity contributions by
Sunrise and from amounts available under the New Credit Agreement. The
transaction is expected to close on January 1, 1999, and is subject to Federal
Communications Commission review. The Elcom Purchase Agreement is subject to
customary conditions and no assurances can be given as to whether, or on what
terms, such transaction will be consummated by the Company.
PART II
Item 6 Exhibits and Reports on Form 10-Q
<TABLE>
<CAPTION>
(a) Exhibits
--------
<S> <C>
2.1 Asset Purchase Agreement, dated as of February 3, 1998, by and among Tuscaloosa
Broadcasting, Inc. as Seller and STC Broadcasting of Vermont, Inc., as Buyer (1)
2.2 Asset Exchange Agreement, dated as of February 18, 1998, by and among STC Broadcasting,
Inc., STC Broadcasting of Vermont, Inc., STC License Company, STC Broadcasting of Vermont
Subsidiary, Inc and Hearst-Argyle Stations, Inc. (1)
2.3 Contract of Sale by and between Meyer Broadcasting Company and STC Broadcasting, Inc.
dated April 27, 1998 (2)
2.4 Asset Purchase Agreement by and between Elcom of Ohio, Inc., and STC Broadcasting, Inc.
dated as of July 24, 1998 (3)
10.1 Affiliation Agreement, dated March 2, 1998 between National Broadcasting Company, Inc. and
STC Broadcasting, Inc. (2)
10.2 Letter Agreement between STC Broadcasting of Vermont, Inc. and Smith Broadcasting of
Vermont, LLC dated April 24, 1998 (2)
10.3 Interim Operating Agreement by and among Smith Broadcasting of Vermont, LLC, STC
Broadcasting, Inc., STC Broadcasting of Vermont, Inc., STC License Company, and STC
Broadcasting of Vermont Subsidiary, Inc. dated April 24, 1998 (2)
10.4 Security Agreement dated April 24, 1998 made by Smith Broadcasting of Vermont, LLC in favor of
STC Broadcasting of Vermont Subsidiary, Inc. (2)
10.5 $500,000 Promissory Note dated April 24, 1998 made by Smith Broadcasting of Vermont, LLC in favor of
STC Broadcasting of Vermont Subsidiary, Inc. (2)
10.6 Letter Agreement between STC Broadcasting, Inc. and Hearst-Argyle Stations, Inc. regarding
certain amendments to the STC Broadcasting, Inc and Sinclair Broadcast Group, Inc. Asset
Purchase Agreement and the STC Broadcasting, Inc. and Hearst-Argyle Stations, Inc. Asset
Exchange Agreement (2).
10.7 First Amendment to Transitional Service Agreement between STC Broadcasting of Vermont
Subsidiary, Inc., Tuscaloosa Broadcasting Inc., William Evans, Rollins, Telecasting and
WNNE-TV, Inc. dated April 24, 1998 (2)
</TABLE>
23
<PAGE> 25
<TABLE>
<S> <C>
10.8 First Amendment to Asset Purchase Agreement by and between STC Broadcasting of Vermont,
Inc. and certain subsidiaries of Sinclair Broadcast Group, Inc. dated April 20, 1998 (2)
10.9 Second Amendment to Asset Purchase Agreement by and between STC Broadcasting of
Vermont, Inc. and certain subsidiaries of Sinclair Broadcast Group, Inc. dated April 24, 1998 (2)
10.10 Waiver and Second Amendment dated April 22, 1998 to the Credit Agreement dated February 28,
1997 by and among STC Broadcasting, Inc and The Chase Manhattan Bank and NationsBank of
Texas, N.A. (2)
10.11 Credit Agreement between STC Broadcasting of Vermont Subsidiary, Inc. as borrower and
Hearst-Argyle Stations, Inc. as lenders dated April 24, 1998 (2)
10.12 Agreement dated July 3, 1998 between the Company and the International Brotherhood of
Electrical Workers, AFL-CIO Local No. 1266 representing certain employees of WDTN-TV,
Dayton, Ohio. (3)
10.13 Amended and Restated Credit Agreement dated as of July 2, 1998 among Sunrise Television
Corp., STC Broadcasting, Inc., as borrowers and the Chase Manhattan Bank, Salomon Brothers
Holding Company, Inc., and NationsBank, N.A. as lenders and agents (3)
10.14 First Amendment and Assignment and Acceptance dated to the Amended and Restated Credit
Agreement dated July 2, 1998 (item 10.13) dated as of July 27, 1998 among Sunrise Television
Corp., STC Broadcasting, Inc., various lenders as listed on the signature pages, Chase
Manhattan Bank, Salomon Brothers Holding Company, Inc., and NationsBank, N.A. (3)
10.15 Primary Television Affiliation Agreement dated June 5, 1998 between STC Broadcasting, Inc.,
WDTN-TV and the American Broadcasting Companies, Inc. (3)
10.16 Memorandum, Opinion and Order of the Federal Communications Commission dated July 1,
1998, related to the Hearst Argyle Stations, Inc. asset swap. (3)
10.17 Letter agreement dated March 2, 1998 between STC Broadcasting, Inc., WJAC-TV, and NBC
Television Network amending the Affiliation Agreement dated December 16, 1994. (3)
10.18 Letter agreement dated March 2, 1998 between STC Broadcasting, Inc., KRBC/KACB and NBC
Television Network amending the Affiliation Agreement dated December 20, 1995. (3)
10.19 Letter agreement dated March 2, 1998 between STC Broadcasting, Inc., WEYI and NBC
Television amending the Affiliation Agreement dated July 10, 1995. (3)
10.20 First Amendment to Asset Exchange Agreement dated April 24, 1998 amending the Asset
Exchange Agreement dated as of February 18, 1998 (item 2.2) (3)
10.21 Letter Agreement dated April 24, 1998 between STC Broadcasting, Inc. and Hearst-Argyle
Stations, Inc. consenting to amendments to Asset Purchase Agreement and Asset Exchange
Agreements. (3)
10.22 Joint Exchange Agreement dated July 3, 1998 by and among STC Broadcasting, Inc., STC
Broadcasting of Vermont, Inc., STC License Company, STC Broadcasting of Vermont Subsidiary,
Inc., Smith Acquisition Company, Smith Acquisition License Company, Hearst-Argyle Stations,
Inc., and Chicago Deferred Exchange Corporation. (3)
10.23 Closing Letter Agreement Dated July 2, 1998, between Hearst-Argyle Stations, Inc., and STC
Broadcasting, Inc., regarding certain matters in connection with the Closing under the Asset
Exchange Agreement. (3)
</TABLE>
24
<PAGE> 26
<TABLE>
<S> <C>
10.24 Agreement dated October 1, 1998 between the Company and the United Automobile, Aerospace
and Agricultural Implement Workers of American (UAW) Local 1811 representing certain
employees of WEYI-TV, Flint, Michigan. (4)
21.1 Subsidiaries of STC Broadcasting, Inc. (2)
27.1 Financial Data Schedule (4)
</TABLE>
(1) Incorporated by reference to the Form 10-K of STC Broadcasting, Inc. for
the period March 1, 1997 to December 31, 1997.
(2) Incorporated by reference to the Form 10-Q of STC Broadcasting, Inc. for
the period January 1, 1998 to March 31, 1998.
(3) Incorporated by reference to the Form 10-Q of STC Broadcasting, Inc. for
the period April 1, 1998 to June 30, 1998.
(4) Filed herewith
(B) Reports on Form 8-K
On July 17, 1998, the Company filed an 8-K relating to the Swap Transaction
which indicated that the transaction had been completed on July 3, 1998 and
that required proforma and audited financial statements would be filed
within 60 days.
On September 15, 1998, the Company filed an 8-K/A relating to the
consummation of the Swap Transaction. The filing included historical
financial statements for WDTN-TV and WNAC-TV, and pro forma statements for
the Company.
25
<PAGE> 27
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STC Broadcasting, Inc.
----------------------
Registrant
Date: November 11, 1998 By: /s/ David A. Fitz
------------------------------------
David A. Fitz
Senior Vice-President/
Chief Financial Officer
26
<PAGE> 1
EXHIBIT 10.24
COLLECTIVE BARGAINING AGREEMENT
BETWEEN
WEYI-TV
AND
INTERNATIONAL UNION, UNITED
AUTOMOBILE,
AEROSPACE AND AGRICULTURAL
IMPLEMENT
WORKERS OF AMERICA (UAW)
LOCAL 1811
FOR THE PERIOD
OCTOBER 1, 1998
THROUGH
SEPTEMBER 30, 2002
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE PAGE
<S> <C> <C>
Agreement................................................................................................1
Purpose and Intent.......................................................................................1
Discrimination...........................................................................................1
1 Section 1 Recognition...............................................................................1
Section 2 Definition................................................................................2
Section 3 New Facility or Relocation of Existing Facility...........................................2
2 Section 1 Union Shop................................................................................3
Section 2 Dues Check-off............................................................................3
Section 3 UAW V-CAP Check-off.......................................................................4
Section 4 Indemnification...........................................................................4
Section 5 Participation in Credit Union.............................................................4
Section 6 Authorization Card......................................................................4,5
Section 7 Copies of Agreement.......................................................................5
3 Representation...........................................................................................6
Section 1 Grievance Committee.......................................................................6
Section 2 Bargaining Committee......................................................................6
Section 3 Right to Representation...................................................................6
4 Grievance/Arbitration Procedure..........................................................................6
Section 1 Time Limits.............................................................................6,7
Step 1 (a) & (b)..........................................................................7
Step 2....................................................................................7
Step 3 (a), (b) & (c).....................................................................7
Section 2 Arbitration...............................................................................7
Steps (a), (b), (c), (d), (e), (f), (g) & (h)...........................................8,9
Section 3 Special Meetings..........................................................................9
5 Section 1 Management Rights/Rules Regulations.......................................................9
Section 2 Individual Agreements..................................................................9,10
Section 3 Performance of Bargaining Unit Work......................................................10
6 Seniority...............................................................................................10
Section 1 Definition...............................................................................10
Section 2 Full-Time/Part-Time Seniority............................................................11
Section 3 Probationary Period......................................................................11
Section 4 Seniority Lists..........................................................................11
7 Part-Time Employees.....................................................................................11
Section 1 Definition............................................................................11,12
8 Temporary Employees.....................................................................................12
9 Interns..............................................................................................12,13
10 Layoff and Recall ......................................................................................13
Section 1...............................................................................................13
Section 2 Loss of Seniority.....................................................................13,14
Section 3 Special Seniority for Grievance Committee................................................14
Section 4 Seniority of Employees Promoted Outside
of the Bargaining Unit.................................................................. 14
11 Job Classifications.....................................................................................14
</TABLE>
i
<PAGE> 3
<TABLE>
<S> <C> <C>
Section 1 Job Classifications......................................................................14
Section 2 New Jobs..............................................................................14,15
12 Job Posting.......................................................................................15,16,17
13 Technological Changes...................................................................................17
14 Temporary Work Force Reduction.......................................................................17,18
15 Bulletin Board .........................................................................................18
16 Safety and Sanitation Rules.............................................................................18
17 Discipline and Discharge................................................................................18
Section 1...............................................................................................19
Section 2 Outside Employment.......................................................................19
Section 3 Discharge.............................................................................19,20
18 Payroll Period..........................................................................................20
19 Work Hours..............................................................................................20
Section 1............................................................................................20,21
Section 2 Normal Work Week.........................................................................21
Section 3 Overtime.................................................................................21
20 Premium Pay - Guaranteed Hours..........................................................................21
Section 1 Overtime Pay.............................................................................21
Section 2 Compensatory Time Off....................................................................22
Section 3 Reporting Pay............................................................................22
Section 4 Call-In Pay..............................................................................22
Section 5 Injured on the Job.......................................................................22
Section 6 Pay for Meetings.........................................................................22
Section 7 Shift Premium............................................................................22
Section 8 Turnaround Pay...........................................................................22
Section 9 Pyramiding of Overtime Pay...............................................................22
Section 10 Overtime Pay for Part-Time Employees.....................................................22
21 Shift Preference........................................................................................23
22 Job Classifications and Job Descriptions................................................................23
23 Temporary Assignment.................................................................................23,24
24 Leaves of Absence.......................................................................................24
Military Leave..........................................................................................24
Personal Leave..........................................................................................24
Funeral Leave........................................................................................24,25
Educational Leave.......................................................................................25
Adoption Leave..........................................................................................25
Union Leaves.........................................................................................25,26
Jury Duty...............................................................................................26
Medical Leave...........................................................................................26
Employment Rights....................................................................................26,27
25 Holidays................................................................................................27
Section 1 Holidays.................................................................................27
Section 2 Compensation..........................................................................27,28
26 Section 1 Vacation..............................................................................28,29
Section 2 Vacation Conditions......................................................................29
Section 3 Vacations and Leaves of Absence/Termination...........................................29,30
</TABLE>
ii
<PAGE> 4
<TABLE>
<S> <C> <C>
Section 4 Vacation Scheduling......................................................................30
27 Section 1 Job Function Limitation..................................................................30
Section 2 High Risk Area Assignments...............................................................31
28 Part-time Employees Benefits............................................................................31
Section 1 Holidays.................................................................................31
Section 2 Vacations................................................................................31
Section 3 Bereavement..............................................................................31
Section 4 Jury Duty.............................................................................31,32
Section 5 Health Insurance.........................................................................32
Section 6 401(k) Savings Plan......................................................................32
29 Section 1 Substance Abuse..........................................................................32
Section 2 Disciplinary Procedures for Substance Abuse...........................................32,33
30 Sick Days/Personal Business Days........................................................................33
31 Lunch Break & Rest Periods..............................................................................33
32 Insurance........................................................................................... 33,34
33 Other Benefits..........................................................................................34
34 Pension 401(k) Plan..................................................................................34,35
35 Compensation.........................................................................................35,36
36 Subcontracting..........................................................................................36
37 No Strike or Lockout....................................................................................36
38 Successor Clause........................................................................................36
39 Term of Agreement....................................................................................36,37
40 Duration of Agreement...................................................................................37
Attachment "A" Job Classifications
Attachment "B" Job Rates
Attachment "C" Company Expense Policy
</TABLE>
iii
<PAGE> 5
AGREEMENT
This Agreement is made and entered into this 1st day of October, 1998,
between STC Broadcasting, Inc., owner and operator of television station
WEYI-TV, located at 2225 West Willard Road, Clio, Michigan, the Employer
(hereinafter called "the Company") and the International Union, United
Automobile, Aerospace and Agricultural Implement Workers of America (UAW) and
its Local 1811 (hereinafter referred to as "the Union").
PURPOSE AND INTENT
The general purpose of this Agreement is to set forth the wages, hours
and other conditions of employment of the employees covered by this Agreement,
and to promote an orderly and peaceful labor-management relationship between,
and in the mutual interest of, the employees, the Union and the Company.
DISCRIMINATION
Both the Company and the Union subscribe to the principle that there
should be no discrimination against any person because of race, creed, color,
national origin, religion, sex, age or disability, to the extent prohibited by
applicable federal, state and local law.
The Company and the Union recognize their respective responsibilities
under federal, state, local laws and regulations relating to fair employment
practices. The Company and the Union also recognize the moral principles
involved in the area of civil rights and have affirmed their commitment not to
discriminate with respect to bargaining-unit employees because of race,
religion, color, sex, national origin, or disability, and to administer this
Agreement in accordance with applicable fair employment Practices, laws, and
regulations.
Grievances involving alleged noncompliance with these provisions may
be filed by the Union at Step 2 of the Grievance Procedure. Wherever the
masculine or feminine gender is used in this Agreement, it shall be deemed to
mean both male and female employees.
The parties agree that where an employee of the Union alleges
violation of this Article and where the Union processes such alleged violation
under the grievance and arbitration provisions, such process shall be the
Union's exclusive remedy for such alleged violations.
Should the employee choose to pursue the alleged discrimination under
State or Federal law, the Union and the Company mutually agree to hold in
abeyance any grievance filed alleging violation of this Article, based on the
same facts, pending the ruling on said violation.
ARTICLE 1
SECTION 1. RECOGNITION.
The Company recognizes the Union as the exclusive collective
bargaining agent for all full-time and all regular part-time employees of the
Company employed in the classifications list in Attachment "A" and employed at
its 2225 West Willard, Clio, Michigan facility; but excluding all other
employees, student interns, all account executives, department heads, the
assistant chief engineer, the program assistant, managers, confidential
employees, and guards and supervisors as defined in the National Labor
Relations Act.
<PAGE> 6
SECTION 2. DEFINITION.
Hereinafter in this Agreement, the term "employee" or "employees"
shall refer only to employees represented by the Union and covered by this
Agreement as set forth under Recognition.
The term "Company" applies to all television operations of the Company
transmitted from its building located at 2225 West Willard Road, Clio,
Michigan, and includes all remote field broadcasts produced by WEYI-IV except
in cases where remote equipment is leased and crew is required by the lessor.
The employees performing the work described herein will be automatically
included under the jurisdiction of this Agreement. The provisions of this
paragraph shall not apply to:
(a) Programs originated in the studios of other stations or
other production facilities.
(b) Programs broadcast jointly with any other station or
stations.
(c) Programming, including news or features, purchased from
independent contractors, stringers or other outside
sources.
SECTION 3. NEW FACILITY OR RELOCATION OF EXISTING FACILITY.
If the Company relocates the station or parts thereof within the same
broadcast area, the employees covered by this Agreement will, subject to the
other provisions of this Agreement, be transferred to the new location and this
Agreement will apply at the new location.
2
<PAGE> 7
ARTICLE 2
SECTION 1. UNION SHOP
The Company will not interfere with, restrain or coerce the employees
covered by this Agreement because of membership in the Union or lawful activity
on behalf of the Union not violate of any term or provision of this Agreement.
The Company will not discriminate in respect to hiring, tenure of employment or
any term or conditions of employment against any employee activity on behalf of
the Union not violative of any term or provision of this Agreement, nor will it
discourage or attempt to discourage membership in the Union, or attempt to
encourage membership in any Union, provided that such activity does not
interfere with the normal operations of the Company.
An employee who is a member of the Union at the time this Agreement
becomes effective shall continue membership in the Union for the duration of
this Agreement to the extent of paying the membership dues uniformly required
as a condition of acquiring or retaining membership in the Union.
An employee who is not a member of the Union at the time this
Agreement becomes effective shall become a member of the Union on or before the
thirtieth (30th) day following the effective date of this Agreement, or on or
before the thirtieth (30th) day following employment, whichever is later, and
shall remain a member of the Union to the extent of paying an initiation fee
and the membership dues uniformly required as a condition of acquiring or
retaining membership in the Union for the duration of this Agreement.
The Union shall accept into membership each employee covered by this
Agreement who tenders to the Union the periodic dues and initiation fee
uniformly required as a condition of acquiring or retaining membership in the
Union.
Initiation fees and dues for membership in the Union shall not exceed
the maximum prescribed by the Constitution of the International Union at the
time the employee becomes a member.
An employee whose membership in the Union is terminated by reason of
the failure of the employee to tender such initiation fee or dues as required
herein shall not be retained as an employee within the job classifications
covered by this Agreement for more than five working days following written
notification to the Company of such termination of membership.
SECTION 2. DUES CHECK-OFF
The Company shall provide to all current employees, new or rehired
employees an "authorization for check-off of dues card" (a copy of which is
attached as Section 6). A copy of such card will be provided to the appropriate
Union Financial Secretary and the payroll department.
The Company agrees to deduct from the pay of members of the Union, who
individually authorize such deductions in writing to the Company by the
submission of a valid authorization card, the regular monthly Union dues and
initiation fees. The monthly dues shall be deducted, together with a list of
names of the employees for whom such deductions have been made, shall be
forwarded to the Financial Secretary of the Local Union not later than the
twenty-fifth (25th) day of each month in which such deductions are made. The
Union shall furnish to the Company authorization cards for deductions referred
to previously.
The Union shall give the Company written notice of any variations in
dues and initiation fee deductions at least thirty (30) days prior to the
calendar date on which deductions are to be made. At the end of each calendar
year, the final check stub will show the total amount of dues deducted for the
year.
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SECTION 3. UAW V-CAP CHECK-OFF
During the life of this Agreement, the Company agrees to deduct from
the pay of each employee voluntary contributions to UAW V-CAP, provided that
each such employee executes or has executed the following "Authorization for
Assignment and Check-off of Contributions to UAW V-CAP" form; provided further
however, that the Company will continue to deduct the voluntary contributions
to UAW V-CAP from the pay of each employee for whom it has on file an unrevoked
"Authorization for Assignment and Check-off of Contributions to UAW V-CAP"
form.
Deductions shall be made only in accordance with the provisions of and
in the amounts designated in said "Authorization for Assignment and Check-off
of Contributions to UAW V-CAP" form, together with the provisions of this
section of the Agreement.
A properly executed copy of the "Authorization for Assignment and
Check-off of Contributions to UAW V-CAP" form for each employee for whom
voluntary contributions to UAW V-CAP are to be deducted hereunder, shall be
delivered to the Company before any such deductions are made, except as to
employees whose authorizations have heretofore been delivered. Deductions shall
be made thereafter, only under the applicable "Authorization for Assignment and
Check-off of Contributions to UAW V-CAP" forms which have been properly
executed and are in effect.
Deductions shall be made, pursuant to the forms received by the
Company, from the employees first union dues period in the first month
following receipt of the check-off authorization card and shall continue until
the check-off authorization is revoked in writing.
The Company agrees to remit said deductions promptly to UAW V-CAP,
care of the International Union, United Automobile, Aerospace and Agricultural
Implement Workers of America (UAW). The Company further agrees to furnish UAW
V-CAP with the names and addresses of those employees for whom deductions have
been made. The Company further agrees to furnish UAW V-CAP with a monthly
report of each employee's deductions. This information shall be furnished along
with each remittance. The Union will reimburse the Company for administrative
expenses in connection with the UAW V-CAP deductions as mutually agreed upon or
if no agreement is reached as ordered by an arbitrator.
SECTION 4. INDEMNIFICATION
The Union agrees to hold the Company harmless from any action or
actions arising out of this Article commenced by any employee against the
Company, and further, the Union agrees to defend the Company and/or to pay all
costs of such defense in any action brought against the Company by an employee
arising out of or in connection with this Article.
SECTION 5. PARTICIPATION IN CREDIT UNION
The Company agrees to honor check-off authorizations from employees
for the purpose of their participating in a Credit Union mutually agreed upon
by the Company and the Union. The Company shall follow the direction of the
employees as indicated by their duly authorized deduction cards and the
periodic transmission of such deducted funds to such Credit Union.
SECTION 6. AUTHORIZATION CARD [SEE NEXT PAGE]
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AUTHORIZATION FOR CHECK OF DUES
TO: WEYI, TV DATE__________________
I hereby assign to Local Union No. 1811 International Union, United
Automobile, Aerospace and Agricultural Implement Workers of America (UAW), from
any wages earned or to be earned by me or a regular supplemental unemployment
benefit payable under its supplemental unemployment benefit plan as your
employee (in my present or in any future employment by you), such sums as the
Financial Officer of said Local Union No. 1811 may certify as due and owing
from me as membership dues, including an initiation or reinstatement fee and
monthly dues in such sum as may be established from time to time as Union dues
in accordance with the Constitution of the International Union, UAW. I
authorize and direct you to deduct such amounts from my pay and to remit same
to the Union at such times and in such manner as may be agreed upon between you
and the Union at any time while this authorization is in effect.
This assignment, authorization and direction shall be irrevocable for
the period of one (1) year from the date of delivery hereof to you, or until
the termination of the Collective Bargaining Agreement between the Company and
the Union which is in force at the time of delivery of this authorization,
whichever occurs sooner; and I agree and direct that this assignment,
authorization and direction shall be automatically renewed, and shall be
irrevocable for successive periods of one (1) year each or for the period of
each succeeding applicable collective agreement between the Company and the
Union, whichever shall be shorter, unless written notice is given by me to the
Company and the Union, not more than twenty (20) days and not less than ten
(10) days prior to the expiration of each period of one (1) year, or of each
applicable collective agreement between the Company and the Union, whichever
occurs sooner.
This authorization is made pursuant to the provisions of Section
302(c) of the Labor Management Relations Act of 1947 and otherwise.
CONTRIBUTIONS OR GIFTS TO THE UAW ARE NOT DEDUCTIBLE AS CHARITABLE
CONTRIBUTIONS FOR FEDERAL INCOME TAX PURPOSES.
- ------------------------------------- -----------------------------------
Signature of Employee Address of Employee
- ------------------------------------- -----------------------------------
Type or print name of Employee City State Zip
- ----------------- ------------------ --------------------- -----------
Date of Signature Employee Clock No. Social Security No. Date of
Delivery
to Employer
SECTION 7. COPIES OF AGREEMENT
Within thirty (30) days of signing this Agreement, the Station will
provide a copy of the Agreement to each employee at no cost and will give each
new employee covered by this Agreement a copy within five (5) days of hire.
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ARTICLE 3 - REPRESENTATION
SECTION 1. GRIEVANCE COMMITTEE
For the disposition of grievances, the Union shall be represented by
(4) Committee Persons, one of whom shall be designated as chairperson. All
shall have alternates. Committee Persons shall be designated from the following
departments:
News
Technicians
Production
Clerical/traffic
Night Shift
SECTION 2. BARGAINING COMMITTEE
For the purpose of negotiating a subsequent collective bargaining
agreement, the four (4) Committee Persons shall serve as the Bargaining
Committee.
SECTION 3. RIGHT TO REPRESENTATION
The Chairperson, Committee Person or the Designated Alternate, as the
case may be, shall be allowed time during normal working hours for the purpose
of handling matters pertaining to the contract. Request for such time shall be
granted subject to operational requirements. In the event of any employee's
discharge, the Committee Person shall advise their immediate supervisor of
their need to attend the meeting and be released for such purpose. For purposes
of this Section, the Committee Person may leave the work station after
receiving permission to do so from their supervisor. Such permission shall not
be unreasonably withheld or delayed. The right of the Committee Person to leave
their work station for the purpose of this section shall not be abused and
shall be subject to operational requirements. Any employee will be notified of
his/her rights to representation when being interviewed for discipline
including verbal, written, probation, suspension or discharge. When the grieved
employee requests representation by the Committee Person all conversation will
cease until the Committee Person is present. At that point, the supervisor will
advise the employee and the Committee Person of the discipline contemplated and
the reason for it. The Committee Person shall, upon request, be granted a
reasonable opportunity to caucus privately with the grievant prior to the
actual imposition of discipline. In the event an employee is suspended or
discharged, any challenge of such discipline shall be initiated within two (2)
working days following the suspension or discharge. The Union will initiate the
Grievance Procedure set forth below beginning at Step 1 (b)) in writing. Any
such challenge not meeting this time requirement shall be disallowed.
ARTICLE 4 - GRIEVANCE/ARBITRATION PROCEDURE
Section 1. Time Limits
A grievance is a complaint by an individual employee, by a group of
employees having the same immediate supervisor, or by the Union, concerning the
application, interpretation, or alleged violation of the provisions of this
Agreement. No grievance may be more than seven (7) working days following the
date of occurrence(s) complained of, or when the affected employee(s) should
reasonably have first become aware of such occurrence(s). Such grievances shall
be processed as follows:
STEP 1
(a). Oral Discussion.
Any employee or a group of employees, as defined above,
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having a complaint first take up the same with the immediate Supervisor, who
will attempt to resolve it. The Supervisor shall answer orally within two (2)
working days of such meeting or may refer the matter to the appropriate
Department Head. If the issue cannot be resolved by the employee(s) and the
Supervisor, the employee(s) may request the presence of the Committee Person in
an attempt to resolve the issue. The Committee Person shall be excused for such
a meeting based on operational requirements.
(b). Written Grievance.
In the event a complaint is not resolved and the
affected employee or group of employees wish to pursue it further, the complaint
shall be reduced to a written grievance. The Grievance shall be signed by the
affected employee or group of employees, and by the Committee Person, and shall
state the Article and Section of this Agreement allegedly violated, and the
relief being sought. Such grievances must be presented to the appropriate
Department Head or designated alternate within five (5) working days of the
Supervisor's previous answer. The Department Head shall schedule a meeting
within five (5) working days thereafter with the grievant(s) and Committee
Person. Within five (5) working days following the meeting on a written
grievance the Department Head shall respond in writing to the Committee Person.
STEP 2. The Chairperson may appeal the answer of the
department Head to the General Manager or, in the absence thereof, to his/her
designated alternate within five (5) working days of the Department Head's
answer. The General Manager or designated alternate shall schedule a meeting
within five (5) working days of receipt with the Chairperson to discuss and
attempt to resolve the grievance. If mutually agreeable, the grievant(s),
Committee Person and/or Department Head may also attend any such meeting. The
General Manager or designated alternate, shall respond in writing to the
Chairperson within five (5) working days following any such meeting.
STEP 3.
(a) Within ten (10) working days following the Step 2
response, the Chairperson may again appeal the grievance in writing to the
General Manager. Within five (5) working days of receipt of the appeal, the
General Manager shall schedule a meeting to discuss and attempt to resolve the
grievance. The Union shall be represented at any such meetings by the
Chairperson of that office, and by the International Union Servicing
Representative, or their designees. The Company shall be represented at any
such meetings by its General Manager and/or the designee. Other persons may
from time to time be allowed to attend and/or participate in any such meetings.
(b) The General Manager and/or the designee shall
respond in writing to the grievance within ten (10) working days following any
such meeting. The response shall be made to the International Servicing
Representative, with a copy to the Local Union President and the Office
Chairperson.
(c) Should conditions warrant, processing of grievances
may bypass Steps 1 and/or 2 by mutual agreement. It is further understood
grievances may be withdrawn without prejudice at any one of the above steps of
the grievance procedure. Any time limit set forth in the above grievance
procedure may be extended by mutual agreement in writing between the Company
and the Union. Any complaint or grievance not properly made or appealed within
the specified time limit shall be disallowed or otherwise understood as finally
resolved on the basis of the Company's last answer. If the Company fails to
respond to a specific complaint or grievance within the specified time limit,
then the grievance will be settled based on the Union's last request.
SECTION 2. ARBITRATION.
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(a) Within fifteen (15) days following the Company's
Step 3 written response, the Union through its Local Union President and
International Servicing Representative shall notify the Company of its intent to
appeal same to arbitration by serving a written request or demand therefore on
the General Manager. Within ten (10) working days thereafter, the Union shall
prepare and submit an appropriate demand for labor arbitration to the American
Arbitration Association, a copy of which shall be forwarded to the General
Manager by certified or registered mail. Notwithstanding anything herein to the
contrary, a formal demand for arbitration, filed and served within the aforesaid
ten (10) working day period, shall likewise constitute a written request for
arbitration. The Arbitration shall be governed by the American Arbitration
Association's Rules for Labor Arbitrations.
(b) Appeal to Arbitration.
If notice of appeal to arbitration is given the arbitrator
shall be appointed in the following manner:
Immediately after the filing or Submission, the AAA shall
submit simultaneously to each party an identical list of nine (9) names of
persons chosen from the National Panel of Labor Arbitrators. Each party shall
have seven (7) days from the mailing date in which to cross off any names to
which it objects, number the remaining names to indicate the order of
preference, and return the list to the AAA. If a party does not return the list
within the time specified, all persons named therein shall be deemed
acceptable. From among the persons who have been approved on both lists, and in
accordance with the designated order of mutual preference the AAA shall invite
the acceptance of an arbitrator to serve. If the parties fail to agree upon any
of the persons named, if those named decline or are unable to act, or if for
any other reason the appointment cannot be made from the submitted list, the
AAA will notify the parties and submit simultaneously to each party an
identical second list of nine (9) arbitrators. Each party shall have seven (7)
days from the mailing date to repeat the selection process and return the list
to the AAA. If the parties fail to select an arbitrator from the second panel,
the AAA will send the parties the names of three (3) arbitrators. The parties
must respond to the three (3) names to the AAA within seven (7) days of the
mailing date giving objective reasons why they feel any of the arbitrators
should not serve. The AAA will review the responses and select one of the
arbitrators to hear the case.
(c) Except to the extent otherwise limited by this
Agreement, the arbitrator shall have the authority to hear and determine any
grievance involving an alleged violation of this Agreement, provided, however,
that the grievance first proceeded through the applicable steps of the
grievance procedure set forth above. The arbitrator shall have no authority,
however, to add or to subtract from, modify or limit the provisions of this
Agreement, expressly or by implication. The arbitrator shall have no authority
to rule on health and safety rules or wage rates except as specified elsewhere
in this Agreement.
(d) The decision of the Arbitrator shall be final and
binding upon the employee(s) involved, the Union and the Company.
(e) The charges of the Arbitrator for his fees and
expenses shall be born by the loser for any arbitration hearings held.
(f) Grievances involving the same or closely related
issues and facts may, in accordance with the Labor Arbitration Rules and
Regulations of the American Arbitration Association, be consolidated before a
single arbitrator for hearing and decision purposes. Grievances may otherwise
be consolidated only by mutual consent of the parties.
(g) Witness Compensation. Where the presence of an
employee is requested by the Company at Step Three (3) meeting pursuant to the
Grievance
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Procedure, the employee shall be paid by the Company for time spent
in such meeting at this regular hourly rate. Where the presence of an employee
is requested by the Union at a Step Three (3) meeting pursuant to the grievance
procedure, such employee will be allowed to attend such meeting without pay.
(h) Any claim or award for back wages under this
Agreement shall be less any unemployment or other compensation for personal
services received from any other source during the period in question.
SECTION 3. SPECIAL MEETINGS
A special meeting may be called at any time by the Committee
Chairperson or designee and necessary committee members or by Management when
any situation of a serious nature arises which required immediate attention. An
agenda of the issues to be discussed will be given to Management or Union at
the time of notification. Such meeting shall be scheduled subject to
operational needs.
ARTICLE 5
SECTION 1. MANAGEMENT RIGHTS/RULES REGULATIONS
Except as expressly abridged by a specific provision of this
Agreement, the Company reserves and retains exclusively all of its normal and
inherent rights with respect to the management of the business, including but
not limited to the right to determine and from time to time re-determine, the
number, location and types of its stations' facilities and operations; to
select and direct the working forces in accordance with the requirements
determined by management; to establish and change work schedules and
assignments; to transfer, promote or demote employees, or to lay off, terminate
or otherwise relieve employees from duty for lack of work or other legitimate
reason; to make and enforce reasonable rules for the maintenance of discipline
to suspend, discharge or otherwise discipline employees; the right to determine
the means, methods, and processes of work; to alter, rearrange, change, extend,
curtail, or discontinue its operations, partially or completely; to determine
the size and assignment of the work force; to determine the equipment to be
used, and the number and kind of programs to be produced or aired or services
to be rendered; and otherwise to take such measures as management may determine
to be necessary to the orderly, efficient, and economical operation of the
business. Any of the rights, powers, authority, and functions the Company had
prior to the negotiations of this Agreement are retained by the Company, except
as expressly abridged by a specific provision of this Agreement. The Company's
not exercising rights, powers, authority and functions reserved to it or its
exercising them in a particular way shall not be deemed a waiver of said
rights, powers, authority, and functions or of its right to exercise them in
some other way not in direct violation of a specific provision of this
Agreement.
SECTION 2. INDIVIDUAL AGREEMENTS.
The Employer, effective upon the commencement of this Agreement, shall
have the right to bargain for and execute individual employment agreements
(personal service contracts) with news reporters, on-air talent, assignment
editor, news photographers and hosts, provided the Union will be given a copy
of any such agreements.
It is agreed that employees hired prior to the commencement of this
Agreement in the categories of news reporters, assignment editor and news
photographers will not be required to execute such contracts.
On-air talent (anchors, etc.) and producers who were employed prior to
the commencement of this Agreement and who were subject to an existing personal
service contract may be offered a new or replacement personal service contract
by the Company containing increases in terms, pay or benefits. Such employee
shall have the choice of accepting such new agreements or remaining under the
terms of his or her existing contract. If the employee chooses to
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accept a new personal service agreement, he or she shall be removed from the
bargaining unit. If the employee chooses to remain under his or her existing
agreement, he or she shall also remain in the bargaining unit.
It is agreed that should any of the on-air talent (anchors, etc.) and
producers who were employed prior to the commencement of this Agreement leave
the employ of the Station, his or her replacement shall be employed under a
personal service agreement and such position shall not be included in the
bargaining unit.
Similarly, an employee hired prior to the commencement of this
Agreement who serves in the position as on-air talent (anchors, etc.) and
producers and is not covered by a personal service agreement may be offered
such a personal service agreement by the Company at terms at least equal to or
better than afforded under this Agreement.
In the event the employee rejects such offer, he or she shall remain
in the bargaining unit. In the event the employee accepts such personal service
agreement, his or her position shall be removed from the bargaining unit.
This Section does not apply to regular bargaining unit employees
filling in on a temporary basis. Such agreements shall not provide for wages
and benefits less favorable than those provided for in this Agreement, but such
agreements may provide for restrictive covenants and suitability clauses. In
the event the Company terminates a contract employee for non-suitability, the
Company will notify the Union and discuss with the Union the Company's
determination. The Company's decision may be submitted as a grievance but it
may not be appealed to arbitration. Such individuals shall be compensated as
salaried exempt employees.
SECTION 3. PERFORMANCE OF BARGAINING UNIT WORK.
Nothing in this Agreement shall prohibit non-bargaining unit personnel
from performing work normally assigned to employees covered by this Agreement,
provided that it does not result in the lay-off or displacement of an employee
employed in the bargaining unit as of the execution date of this Agreement or
to avoid paying overtime provided that there are qualified bargaining unit
employees available to perform such work. Notwithstanding the foregoing, this
restriction shall not prevent non-bargaining unit personnel from performing
bargaining unit work in the case of an emergency or for instructional or
training purposes, nor shall it prevent the Company from temporarily assigning
bargaining unit employees to non-bargaining positions or promoting same to
non-bargaining unit positions.
ARTICLE 6 - SENIORITY
SECTION 1. DEFINITION.
Except as may be provided elsewhere in this Agreement, seniority shall
be based on a full-time employee's most recent hire date into the bargaining
unit as a full-time employee. Seniority within the job classification shall be
based upon full-time continuous service within the classification. Seniority
shall be based on a part-time employee's most recent hire date into the
bargaining unit as a part-time employee.
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SECTION 2. FULL-TIME/PART-TIME SENIORITY.
There shall be two separate seniority lists: one for regular full-time
employees and one for regular part-time employees. Part-time employees shall
not have seniority over full-time employees with respect to full-time jobs, nor
shall full-time employees have seniority over part-time employees with respect
to part-time jobs, except that any full-time seniority employee who is laid off
may replace part-time employees, provided the full-time employee has greater
company seniority and the senior employee has the skill and ability to do the
work of the junior part-time employee.
Full-time employees who, through established bidding procedures become
part-time employees, shall retain their previous full-time seniority for the
purpose of future consideration for full-time employment status. Part-time
employees, who through established bidding procedures become full-time
employees, shall retain their previous part-time seniority for the purpose of
future consideration for part-time employment status. If any full-time employee
accepts a part-time position instead of layoff as provided above, the employee,
for the purpose of recall, shall be considered on layoff from a full-time
position. Any part-time employee laid off shall be recalled to part-time
positions only.
SECTION 3. PROBATIONARY PERIOD.
During the first ninety (90) calendar days from the employee's initial
date of employment, a newly hired employee shall be considered as probationary
and during such time shall have no seniority. This probationary period may be
extended by mutual agreement in writing between the Company and the Union. Upon
successful completion of the probationary period the employee's seniority date
shall be the employee's most recent date of hire. Termination or other forms of
discipline as provided under normal disciplinary procedures of any employee who
has not successfully completed his/her probationary period shall not be subject
to grievance or arbitration provisions of this Agreement, provided this does
not abridge the employee's right to the grievance or arbitration provisions of
this Agreement for other reasons, as provided during his/her employment.
SECTION 4. SENIORITY LISTS.
Management will post the current seniority list of employees by job
classification in seniority order on a quarterly basis. The list shall include
the Employee Name, Job Title, Job Date, Service Date, and Seniority Date. The
Chairperson will be provided with a copy of the list. Should the Union have any
objection to said seniority list, such objection must be filed with the General
Manager within ten (10) working days of the date the list is posted. The
failure of the Union or any individual employee to object to the posted
seniority list within ten (10) working days shall be deemed an acceptance of
the posted seniority list.
If more than one (1) employee's seniority date is the same, the
seniority will be in alphabetical order of their surname, with "A" being the
most senior. If the employee's surname changes, the seniority date will remain
the same.
ARTICLE 7 - PART-TIME EMPLOYEES
SECTION 1. DEFINITION.
For the purposes of this Agreement, regular part-time employees are
those regularly scheduled to work at least ten (10) but not more than thirty
(30) hours a week. This limitation will not apply during formal training
programs, which will not exceed a four (4) week period. The normal complement
of regular part-time employees will be no more than twenty-five percent (25%)
of the total number of employees covered by this Agreement. Generally, the
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Company uses regular part-time employees to fill work schedule needs on peak
work load days; to reduce work load build-ups; to provide special skills where
full time employment is unavailable or where there is an insufficient need for
such skills on a full-time basis; to provide for short-term peaks in the daily
work load; and where business requirements dictate the use of part-time
employees.
Nothing herein shall prevent the Company from using regular part-time
employees, on a temporary basis, to fill in for full-time employees for the
purposes of vacations, leaves of absence, filling of vacancies during the job
posting period and until a position is filled by a full-time employee who has
satisfied his/her probationary period, or to meet temporary business needs.
Part-time employees filling full-time positions for periods in excess of thirty
(30) calendar days shall have accrued full-time seniority equal to the time
spent in the full-time position.
ARTICLE 8 - TEMPORARY EMPLOYEES
A temporary employee is one hired by the Company to accommodate
temporary openings resulting from promotions, terminations, vacations, leaves
of absence or significant or unexpected fluctuations in the work load. in
situations requiring a temporary employee, the Company intends to hire a
temporary employee for a period not to exceed ninety (90) calendar days except
in the cases of promotions or leaves of absence, where the assignment may
extend for the duration of the probationary period or the duration of the leave
of absence. Temporary employees hired by the Company, who subsequently are
hired as permanent employees shall begin to accrue seniority as of the date of
permanent hire. Should a temporary employee be retained beyond sixty (60)
calendar days, and be hired as a permanent employee, the employee shall
complete a probationary period of up to thirty (30) days beginning on the date
of permanent hire. The temporary employment period may be extended by mutual
agreement of the parties.
During the temporary assignment, temporary employees are exempt from
the provision of this Agreement. Regular break periods and lunch periods shall
be provided to such temporary employees.
Temporary employees shall not be hired to permanently replace regular
bargaining unit employees. All temporaries will be laid off before any regular
seniority employees in the same classification can be laid off.
Overtime will be offered to regular seniority employees in the same
classification before any temporaries. Regular seniority employees who are
qualified will have the first choice of jobs.
Part-time employees are offered the promotion to fill full-time
openings; temporaries may fill in for the open part-time positions in the
departments where part-time positions exist.
ARTICLE 9 - INTERNS
The following rules shall cover the use of Interns:
1. The Intern must be a student at a vocational school, high school,
college or university who will receive credit from his/her school on the
successful completion of the program. The Company will not have an
employer/employee relationship with the Intern. The purpose of the program is
to give the student experience in Broadcasting to fulfill his/her college
curriculum and to give the Company the opportunity to locate and observe
potential new employees.
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2. The Interns would be assigned with an employee to observe the
function of the regular full-time unit members. Interns may perform unit work,
but will not be used to replace a unit member except on a temporary basis not to
exceed two (2) consecutive working days.
3. Management will be responsible for Intern training. Unit members
may be requested to assist in such training.
ARTICLE 10 - LAYOFF AND RECALL
SECTION 1. In the event that the Company determines the need to reduce
the work force, to consolidate positions, eliminate classification, or
positions are altered as a result of technological change, the Company will
designate the job classifications, department, and number of employees
affected. The Company will provide two (2) weeks' notice of layoff or two (2)
weeks' pay in lieu of notice to regular full-time employees. The Union will
also concurrently receive written notice.
The affected employees shall first exercise their seniority to
displace the least senior employee within their job classifications, provided
the remaining employees have the skill and ability to perform the available
work in an efficient manner. They may then bump the least senior employee who
is on an equal or next lower rated position, provided the bumping employee is
qualified to perform the work and has previously demonstrated the ability to
perform the work. As used above, the term "ability" means the ability to
substantially perform the required work.
An employee, who is laid off as a result of a layoff notice or has
bumped a lesser senior employee, is eligible for recall to the job
classification held in his or her department at the time of layoff. Such
employee shall remain eligible for recall for a period commensurate with their
seniority at the time of layoff. but not more than two (2) years. Employees
will be recalled in seniority order, provided that the recalled employee has
the skill and ability to perform the available work.
All displaced employees will be eligible for recall to the
classification from which they were displaced for a period as defined above. An
employee who displaced a lesser seniority employee and subsequently refuses a
recall to his/her former title/classification shall be deemed to have waived
recall rights to that classification.
The least senior employee affected shall be placed on layoff, subject
to recall to any equal or lower level job for which he/she has the skill and
ability to perform the available work for a period commensurate with his/her
seniority at the time of layoff, but not more than two (2) years. Employees
will be recalled in seniority order.
A laid-off employee who refuses a recall to his/her prior
classification or to another classification for which the employee is qualified
shall be deemed to have waived recall rights. An employee's acceptance of any
position completes the recall process in that office. This does not preclude
the employee's right to recall to his/her former classification.
During the period of recall eligibility, the employee shall be
entitled to bid for any open position in the bargaining unit, for which he/she
is qualified, provided no other employee in the department where the opening
occurs is selected. Openings will be filled on a seniority basis among the
qualified applicants.
SECTION 2. LOSS OF SENIORITY. Seniority and status as an employee
shall be lost in the following manner:
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(a) By voluntarily quitting.
(b) Failure to report after expiration of leave of
absence.
(c) Failure to report to work after a layoff within
three (3) working days of receipt, or seven (7)
calendar days after mailing, whichever is later, of
a certified letter containing proper notification
recall by the Company, mailed to the employee's last
known address. A simultaneous copy will be given
to the Chairperson.
(d) Discharge for just cause.
(e) Layoff for a period equal to an employee's length of
service or twenty-four (24) months, whichever is
less.
(f) An employee is absent three (3) consecutive workdays
without notification to the Company, unless
justifiable reasons can be afforded.
(g) An employee works at gainful employment while on
leave of absence.
(h) An employee is determined to have falsified his/her
application for employment, or other Company
records.
(i) Except as otherwise provided in the contract,
failure to perform any bargaining unit work for
the Company for a period of one (1) year.
SECTION 3. SPECIAL SENIORITY FOR GRIEVANCE COMMITTEE. The Chairperson
and the Committee Person in that order, shall, for the purposes of layoff and
recall only, head the seniority list in their respective classification during
their term of office as long as they have people to represent.
SECTION 4. SENIORITY OF EMPLOYEES PROMOTED OUTSIDE OF THE BARGAINING
UNIT. Employees promoted outside the bargaining unit shall have their
bargaining unit seniority frozen as of the date of their promotion and shall
retain their seniority until the successful completion of their probationary
period into non-bargaining unit position, or 90 days, whichever comes first.
ARTICLE 11 - JOB CLASSIFICATIONS
SECTION 1. JOB CLASSIFICATIONS
The job classifications (as outlined in Attachment A) in effect on the date of
this Agreement shall continue in effect subject to the Company's right to
change classifications as set forth below. The work assigned to job
classifications in effect on the date of this Agreement shall continue in
substantial accord with the current classification descriptions. The Company
shall have the right to create new job classifications or change job
classifications as necessary and place them in appropriate salary grades so as
to classify all positions and work in the bargaining unit. For the purpose of
this Agreement, the term "job-classification" shall include job title, job
description, job specifications, i.e., the qualifications for the position, and
the salary grade.
SECTION 2. NEW JOBS.
When new bargaining unit positions are created and cannot be properly
placed in existing classifications by mutual agreement, the Company will
establish a new classification and a rate covering the job in question, and
will designate it as temporary. A copy of the temporary rate and job title will
be furnished to the unit Chairperson.
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As soon as possible after the implementation of the new job
classification and in any event, within 30 calendar days after an employee has
been placed in the job, the Company and the Union shall negotiate the rate and
classification, and when negotiations are completed, such classification and
rate shall become a part of the wage agreement, and the negotiated rate, on the
date of agreement by the parties to the rate, except as otherwise mutually
agreed upon. In the event that the Company modifies an existing job
classification by materially changing the job content thereof, the initial
determination of the rate of pay applicable to such modified job classification
shall be made by the Company on the basis of the relation between the job
content of the modified classification and the job content of the
classification for which rates of pay are established by this Agreement. The
Company shall give the Union thirty (30) calendar days advance notice of the
modification of a job classification and shall afford the Union a reasonable
opportunity to discuss the same with the Company. Such notification to the
Union shall include the new job description, old job description, new job
posting, old job posting and the identification of significant changes in the
job that resulted in creation or modification of the job classification.
If, during the term of this Agreement, a significant change in job
content has been effected the Company to the extent that the assigned rate of
pay for the job classification in question has become inappropriate but has not
been adjusted by the Company, the Union may, in writing, request a review of
the job in question and discussions with the Company relative thereto. If the
Union disagrees with a change in job content or a modified job classification
established by the Company, or if the Union disagrees with the Company's
response to a Union requested job classification review, the Union may within
thirty (30) calendar days following implementation of the new job or modified
job classification, file a grievance at Step 3 of the Grievance Procedure.
As soon as possible, but not more than fifteen (15) calendar days
after the grievance has been filed, the Company will meet with the Collective
Bargaining Committee to determine whether or not an agreement can be reached on
the appropriate salary grade and classification. If the Collective Bargaining
Committee cannot reach an agreement the Union may proceed to arbitration.
In the event of an arbitration proceeding involving new or modified
job classification, the sole issue before the arbitrator shall be the
reasonableness of the salary grade, job description and/or job specifications.
The arbitrator shall have no authority to establish a salary grade, job
description and/or job specifications different from those established by the
Company.
The arbitrator shall have no right to accept evidence which is new and
was not submitted in Steps 1, 2, 3 or 4 of the Grievance Procedure.
In the event an arbitrator decides that the Company's determination
with respect to the salary grade, job description and/or job specifications for
a new or modified job classification is unreasonable, and in the event the
Company and the Union are unable to satisfactorily settle the dispute within
thirty (30) calendar days thereafter, the Union may hold said grievance until
negotiations commence for the subsequent Collective Bargaining Agreement at
which time the rate shall be negotiated. The effective date of the pay rate
shall also be subject to negotiations at this time.
ARTICLE 12 -- JOB POSTING
Unless a job has been eliminated, the Company shall post any opening
within the bargaining unit within two (2) days (Saturdays, Sundays and Holidays
excluded). The Company shall post the bargaining unit position for
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five (5) consecutive working days and may simultaneously advertise for external
applicants as it determines are necessary. Interested bargaining unit employees
during this period may apply for the posted job by completing an application
furnished by the Company. Employees may not apply for more than one (1) posted
opening at any one (1) time. An employee may, however, withdraw a pending
application in writing in order to apply for a subsequent job posting.
Jobs will be filled in the following manner:
(a) The Company will offer recall to any eligible
employee on lay-off who has the skill and ability to perform the available
work.
(b) Any interested employee may apply for a future or
current position by submitting a job application to the General Manager
denoting the department or area of preference. The Company shall send the
employee a notification that the application has been received and shall
maintain the application on file. Filling of the opening shall be based on
qualifications, skill, ability and prior work history and, where such factors
are equal, seniority will prevail.
(c) In accordance with applicable equal employment
opportunity guidelines agreed to with the F.C.C., nothing in this Article shall
prohibit the Company from advertising to appropriate outside sources for
applicants to vacant positions and to interview and select such applicants for
employment based upon their qualifications, subject to the provisions of this
Article. Such advertising may be undertaken simultaneously with posting.
(d) The Company will accept any applications from
part-time employees seeking full-time employment.
(e) Part-time employees who have the qualifications,
skill and ability, to perform the available work encompassed by the vacant
position and an acceptable work record (i.e., no disciplinary problem) will be
given preference in filling full-time positions, all other factors being equal,
before new hires are selected.
A job posting shall include:
(a) the date of the posting;
(b) the date the posting expires;
(c) the department in which the job exists;
(d) the classification and salary grade of the job;
(e) a summary description of the duties and
responsibilities of the position;
(f) the job specifications; and
(g) the shift and whether the job is regular full-time
or regular part-time.
The selection shall be made in the following sequence:
(a) the most senior qualified applicant in the
department in which the job exists;
(b) the most senior qualified applicant in the
bargaining unit. Where qualifications are equal preference will be given to the
most senior qualified applicant in the department and, if none, to the most
senior qualified applicant in the bargaining unit. The Company will notify job
applicants of the results within twenty-five (25) calendar days of the posting
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expiration. Furthermore, when the employee is notified by the supervisor of
his/her selection, the employee must accept or decline the position and so
advise the supervisor. If the position is accepted, such acceptance cannot be
subsequently withdrawn. For the purpose of this Article, the Company will be
the sole judge of qualifications. In determining the most qualified employee,
such determination will be based on the qualifications for the position, and
the skill, ability and work history of the employees in question. When two or
more employees possess equal qualifications, skill, ability and work history,
the employee with the greatest length of service within the department and, if
appropriate, within the Company will be selected. In the event the Company
determines none of the employees who bid for the job opening possesses the
necessary qualifications for the job in question, the Company may hire from
outside the bargaining unit.
Employees shall be limited to one (1) successful bid in any four
(4) month period. In the event that no employee with more than three (3) months
seniority applies, then probationary employees, not on disciplinary process
shall be eligible to bid on a posted position. Probationary employees under
disciplinary process as specified in the U.A.W. Contract (Discipline and
Discharge (Article 17)) shall not be eligible to bid until the day following
the expiration of any probationary period. The job vacated by the employee
chosen will not be posted for bid until the employee chosen has passed the
appropriate probationary period for the position. Employees selected for a
posted position shall be on probation for up to ninety (90) calendar days.
At the successful conclusion of the probationary period, an employee
who has been promoted into a higher rated classification shall receive a wage
increase to the job rate, retroactive to the date of the promotion, or retain
his/her prior rate of pay if it is higher than the job rate for the job into
which he/she was promoted. Unsuccessful internal applicants shall be provided,
upon request, with the reasons for denial of bid application.
ARTICLE 13 - TECHNOLOGICAL CHANGES
When work performed by employees covered by this Agreement is altered
as a result of technological change, the Company will give employees the
opportunity to progress with advanced technology. The Company will provide
employees with on-the-job training to the best of its ability and may make
available to employees, designated by the Company, technological training
provided by the manufacturer as part of the purchase of the equipment. Such
training will be provided during working time, based upon operational
requirements. If such training is outside of the station facility, employees
will be compensated based on their regular hourly rate for up to eight (8)
hours per day and forty (40) hours per week as well as compensated for expenses
in connection with same as per the Company's reimbursement policy which is
described in Attachment "C." After receiving proper on-the-job training or
other training as determined by the Company, employees who fail to qualify for
positions altered as a result of technology shall be subject to layoff as
provided in this Agreement.
ARTICLE 14 - TEMPORARY WORK FORCE REDUCTION
Temporary work force reductions for fixed, short-term periods of not
more than fourteen (14) consecutive calendar days shall be made in order of
seniority (least senior first) within an affected job classification in an
affected department, provided the remaining employees are qualified to perform
the work in question. Written notice will be given concurrently to the affected
employees, and the Union except in emergency situations. The Company and the
Union will meet and discuss the reductions within twenty-four (24) hours of
notification but prior to the reductions, except in emergency situations where
the notice may be verbal and the discussion may occur after the reduction. The
notice shall set forth a date certain within fourteen (14)
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days on which the affected employees are to return to work. The Company shall
on behalf of employees affected by such a reduction, file a timely waiver with
the Michigan employment Security commission (MESC) of any registration or
"seeking work" requirements.
Temporary work force reductions for contemplated short-term periods
for which a fixed date of return to work is not given shall be processed in the
same manner. Written notice will be given concurrently to the affected
employees and the Union, and the Company shall likewise file a waiver with
(MESC) on behalf of such employees.
Should a temporary reduction extend beyond fourteen (14) consecutive
calendar days, the layoff and recall provisions of this Agreement shall be
invoked, however the two (2) week notice provision of that Article shall be
waived.
ARTICLE 15 - BULLETIN BOARD
The Company will provide space on a Bulletin Board which may be used
by the Union for posting.
A. Notices of Local Union recreational sociable affairs.
B. Notices of Local Union elections.
C. Notices of Local Union appointments and results of Local
Union elections.
D. Notices of Local Union meetings. Notices, other than (A)-(D),
must be submitted to the General Manager and approved by the General Manager
prior to being posted.
ARTICLE 16 - SAFETY AND SANITATION RULES
It is hereby agreed that the Company and the Union recognize the
importance of adequate provisions in the station for the protection of the
health, life, and limb of employees and will mutually make every reasonable
effort to improve hazardous working conditions as they become apparent. The
Union agrees that it will encourage its members to promptly report conditions
that might be dangerous to employees and to the public and to do all in their
power to make the Company's property and equipment safe, sanitary, and
dependable. Safety devices required by the Company for employees must be used.
Failure of an employee to comply with safety regulations shall be just cause
for disciplinary action.
The Company shall have the right to establish reasonable safety,
health and sanitation rules. Any changes, modifications or additions to the
safety, health and sanitation rules shall be submitted to the Union for
informational purposes only. Such rules shall not be subject to the grievance
and arbitration procedures of this Agreement, except that the Union may grieve
and arbitrate the reasonableness of a particular rule as it is applied in a
particular case.
ARTICLE 17 - DISCIPLINE AND DISCHARGE
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SECTION 1. Employees with seniority shall not be disciplined or
discharged except for just cause. The Company shall have the right to
establish, enforce, and maintain reasonable rules of employee conduct, which,
when published or posted, shall be observed. In establishing and enforcing such
rules, the Company shall give due consideration to the principles of
progressive discipline, where applicable. The establishment or amendment of
such rules and regulations shall not be subject to the grievance and
arbitration provisions of this Agreement. However, the Union shall have the
right to challenge the reasonableness of any such rule in the event an employee
is disciplined or discharged but not limited to, the right to challenge the
severity of the penalty imposed on an individual disciplined or discharged
employees shall be entitled to union representation as set forth in this
Agreement.
For the purpose of discipline and discharge, the Company recognized
the following progressive discipline steps:
Documented Verbal Warning; Written Warning; Probation or
Disciplinary Suspension; and Discharge.
For progressive discipline and discharge purposes, the Company shall
not consider prior verbal or written warnings for more than twelve (12) months,
provided no other discipline was given within the twelve (12)-month period.
All employees in the bargaining unit shall be required to conform to
the rules and regulations of the FCC or any other administrative agency having
jurisdiction. In addition, each employee shall be required to maintain FCC
operators license pertinent to the broadcasting industry, which he or she held
on the date of this Agreement or that was subsequently required and acquired by
such employee.
SECTION 2. OUTSIDE EMPLOYMENT
Finally, bargaining unit employees will not engage in any outside
employment that is in direct competition with the Employer or the Employers
operations and will not accept outside employment which would adversely affect
the performance of his or her duties for the Employer or the public image of
the Employer.
SECTION 3. DISCHARGE
The Company's policy of Corrective Discipline regards as correctable
most cases of improper conduct. However, certain offenses of a serious nature
are cause for immediate dismissal such as:
a. Reporting for work under the influence of, or
possession on Company property with demonstrated
intent to consume, any intoxicant, illegal drug or
substance, except as prescribed by a licensed
physician.
b. Partaking during scheduled work-time or on Company
property of an intoxicant, illegal drug or
substance, except as prescribed by a licensed
physician.
c. Willful destruction of Company property.
d. Assault or battery, or physical altercation.
e. On air obscenity or impropriety; oral or visual.
f. Conviction of a felony.
g. Conduct jeopardizing the Company's license to
operate the station.
h. Insubordination.
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i. Falsification of employment application, reasons for
a leave of absence, release of Company records or
falsification of expense reports.
j. Theft of Station or another employee's property.
k. Any falsification of time records, including but not
limited to punching someone else's time card or
facilitating such falsification.
l. Possession of firearms or weapons on Company
property.
The Company and the Union recognize their mutual interest in
investigation of matters arising under this Section. To that end, both parties
agree to reasonably cooperate in the investigation alleged employee misconduct
matters. In an effort to fairly balance the respective interests of all
concerned, the Company and the Union agree that with respect to a discharge
matter involving fraud or theft in the above respects, the amount involved
shall be entitled to no weight or consideration whatsoever.
ARTICLE 18 - PAYROLL PERIOD
The normal payroll period shall consist of fourteen (14) consecutive
calendar days beginning at 12:01 A.M. Monday and ending at twelve midnight on
the second Sunday. The starting time of the shift shall determine the payroll
period within which the hours worked that shift fall.
ARTICLE 19 - WORK HOURS
SECTION 1. The provisions of this Article are intended only to provide
a basis for determining the number of hours of work for which employees shall
be entitled to be paid and shall not be construed as a guarantee to employees
of any specified number of hours of work, either per day or per week, or
limiting the right of the Company to fix the number of hours of work (including
overtime) either per day or per week for such employees.
A day is defined as a twenty-four (24) hour period beginning with the
start of the employee's shift. Forty (40) hours shall constitute a normal
week's work. For payroll purposes only, the standard work week shall commence
at 12:01 A.M. on Monday and conclude at 12:00 Midnight the following Sunday.
Employees will be required to punch time clocks.
The Company, from time to time as business conditions deem necessary,
may add additional shifts or eliminate such shifts or change working schedules
and may reduce the work week to less than the normal forty (40) hours for
bargaining unit employees. However, a reduction in the normal work week will
not take place in a department where the Company is utilizing interns,
temporary employees or part-time employees, without the Union's consent.
Scheduling: Working hours, breaks, and lunch periods are
scheduled according to each department and Company operational needs. There are
three (3) types of work schedules
Standardized Hours: Is a schedule of predetermined start time
for all employees in a work unit.
Staggered Hours: Schedule in which segments of a work unit begin
the work day at different but prearranged times.
Flextime: Schedule which includes flexible starting and
quitting times with the basic core hours which allows employees upon the
consent of supervisors to determine when an employee will work the necessary
eight (8)
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hours required. Flextime may be implemented by department, by individual upon
the consent of the supervisor subject to operational requirements. Individual
requests for flextime scheduling shall not be denied without a legitimate
reason.
SECTION 2. NORMAL WORK WEEK
The normal work week as scheduled by the Company for regular full-time
employees shall consist of five (5) consecutive days of eight (8) hours each
or, with respect to individual employees, four (4) consecutive days of ten (10)
hours each, or any other combination, provided that it does not include split
shifts, and shall normally end with a rest period of at least forty eight (48)
hours (2 full consecutive days) before beginning the next work week. In no
event shall any other scheduled combination of work days in a work week include
work days for which the employee is scheduled to work in excess of twelve (12)
hours.
All work schedules shall be prepared and posted by Management by 4:00
P.M. the Thursday prior to the start of the regular work week. However, the
Company retains the right to change work schedules without notice upon a
request of an employee or in the case of an emergency. The Company agrees to
designate a specific area in each department for the posting of schedules. It
shall be the employee's responsibility to check the posted schedules for
changes prior to leaving at the conclusion of the work day. If schedule changes
are made after an employee's work day is concluded, it shall be the
responsibility of the Company to notify the Employee in person or by telephone
or telegraph. When management changes a posted scheduled day off for reasons
other than vacation, sick or emergency leave coverage, the employee will be
paid time and one-half for all hours worked on the original scheduled day(s)
off. If the employee requests a change in a posted day off, he/she will be paid
his or her regular rate of pay.
SECTION 3. OVERTIME.
When requested, employees are required to work overtime. Employees
required to work overtime will be excused by the Company for good and
sufficient reasons. The Company shall have the right to assign overtime to the
available junior seniority employee(s), provided the junior employee has the
skill and ability to perform the available work. The Company will attempt to
give advance notice of overtime, if possible, under the circumstances. Prior to
requiring overtime, the Company will seek volunteers from among available
qualified employees within the affected job classification. Such volunteers
will be selected on the basis of seniority (the most senior available qualified
employee first). The Company, in cooperation with the appropriate department
Union representative, will attempt to equalize overtime opportunities and
required overtime work, and may implement a procedure wherein, on a monthly
basis, employees within the department will be canvassed concerning their
individual preference with respect to overtime scheduling.
ARTICLE 20 - PREMIUM PAY - GUARANTEED HOURS
SECTION 1. OVERTIME PAY.
Time and one-half shall be paid for all hours or parts of hours worked
in excess of the employee's regularly scheduled workday. Further, all Saturday
and Sunday work not part of the employee's normal schedule shall be paid at time
and one-half. For the purposes of overtime, the work week shall commence at
12:01 A.M. on Monday and end at 12:00 Midnight the following Sunday. When an
employee works overtime, he or she will be paid time and one-half (1 1/2)
his/her regular hourly rate in units of not less than fifteen (15) minutes.
Overtime compensation shall not apply in certain instances (example:
Professional/artistic employees such as anchors under personal service contracts
who are highly compensated).
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SECTION 2. COMPENSATORY TIME-OFF.
The Company may offer compensatory time-off in lieu of overtime.
Employees have the right to accept compensatory time-off or overtime pay.
Compensatory time shall be compensated at straight-time rates. Management shall
be reasonable in granting employees' requests for compensatory time. Employees
shall give the Company as much notice as possible when requesting compensatory
time-off. Compensatory time-off must be taken in same payroll period as the
payroll period in which the overtime was worked.
SECTION 3. REPORTING PAY.
Full-time employees who are regularly scheduled and who report for
work without previous, reasonable notification by the Company that there is no
work available, or full-time employees who start work but are released before
working a minimum of four (4) hours, shall be paid four (4) hours pay at their
base hourly rate, provided the conditions preventing working are within the
Company's control.
SECTION 4. CALL IN PAY.
A full-time employee recalled to work to perform a specific task after
having worked his or her shift will be paid double time at his/her base hourly
rate for all time worked, with a minimum of one (1) hour at double-time pay.
SECTION 5. INJURED ON THE JOB.
In the event an employee is injured on the job and is treated at the
plant or by medical authorities and returns to work, he or she will be paid for
any time lost due to the injury. In the event an employee is instructed by the
Company or by medical authorities to go home, such employee will be paid for
any time lost due to the injury during the scheduled hours of the day that the
accident occurred.
SECTION 6. PAY FOR MEETINGS.
All mandatory Company meetings outside the employee's normal work
shift shall be considered time worked for all purposes under this Agreement.
SECTION 7. SHIFT PREMIUM.
During the term of this Agreement, bargaining unit employees, except
for news department employees, will be paid a premium of thirty cents
($.30) per hour for all hours worked between 1 AM and 5 AM.
SECTION 8. TURNAROUND PAY.
Bargaining employees shall normally have a rest period of at least ten
(10) hours from the end of their individual shift and the beginning of their
next shift, except in emergency situations. If an invasion of the ten (10)-hour
turnaround period occurs, such hours will be paid for at the rate of one and
one-half (1 1/2) times the employee's regular rate.
SECTION 9. PYRAMIDING OF OVERTIME PAY.
There shall be no pyramiding or duplication of overtime or penalty
payments.
SECTION 10. OVERTIME FOR PART-TIME EMPLOYEES.
Part-time employees regularly scheduled to work less than five (5)
days per week shall be subject to Overtime Pay provisions after ten (10) hours
worked on a per-day basis.
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ARTICLE 21 - SHIFT PREFERENCE
A. In the scheduling of shift assignments and days of regular work
weeks for the various employees, the Company shall take into consideration the
preferences of employees within the classifications based upon seniority as
noted below. However, it is understood and agreed that the efficiency of the
operations and other related matters as communicated by the Company will be a
factor as to whether the individual employee's preferences will be granted.
B. Technical and News Personnel. The employees in the Engineering and
Production, as well as News Photographers, only shall have shift preference
over a junior seniority employee in the same classification on another shift as
set forth in this Article. In the event of an opening or vacancy in a job
classification on another shift schedule, a senior qualified employee in the
same classification may exercise his or her seniority for such vacancy, subject
to the Company's rights noted in paragraph 1 above. Further, a senior qualified
employee may exercise their seniority to bump a more junior seniority employee
in the same classification on another shift, the junior employee will move to
the senior employee's shift, provided that the junior employee has demonstrated
the skill and ability to perform the work performed by the senior employee. An
employee exercising seniority for a shift preference shall not again exercise
seniority for a shift preference for a period of one (1) year. Subject to
operational needs, employees requesting in writing by any Wednesday a different
shift under the above provisions, shall be transferred as soon as practical but
no later than the second Monday following the date of the request. Employees
with individual temporary emergency situations require a change of shift, may
for up to two (2) weeks switch shifts with an employee of equal qualifications
in the same job classification, with written approval of the appropriate
Department Head. In the event operating conditions require that additional
employees are needed on any shift, the Company will first give consideration to
those qualified seniority employees who have indicated a preference to change
shifts. If no qualified employees have indicated such preference, the employer
shall hire additional employees to fill the newly created positions within the
classification or the vacancies created by employees exercising shift
preference.
ARTICLE 22 - JOB CLASSIFICATIONS
Covered employees shall be assigned to the classifications listed in
Attachment A herein. The Union will be provided with copies of applicable job
descriptions and changes prior to their implementation.
ARTICLE 23 - TEMPORARY ASSIGNMENT
Each covered Employee will be assigned to a job classification. Such
regular assignments may be changed to accommodate production or work-related
requirements, at the employee's request or as a result of demonstrated
temporary inability to continue to perform the work duties of his
classification. It is understood and agreed that an Employee may be temporarily
assigned outside his or her classification to perform work for which he or she
has the necessary qualifications and abilities in order to maintain the
efficiency of operations. When such temporary assignments occur, it is agreed
(a) An Employee who performs the duties of a lower rated
classification will not suffer a reduction in his rate of pay during such
temporary assignment; and
(b) An Employee who performs the duties of a higher
classification (minimum salary) for a minimum of one-half (1/2) hour will be
paid at a premium equal to the difference between his/her job rate and the job
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rate for such higher classification for all time worked in such higher
classification.
ARTICLE 24 - LEAVES OF ABSENCE
MILITARY LEAVE.
Any employee entering the military service of the United States
Government will be protected by the Re-Employment Right portion of the
Universal Military and Service Act (Public Law No. 51, 82 Congress) or other
applicable law.
Seniority employees will be granted a paid military service training
leave of absence for required annual training, cruises or other special
training duty with the Military Reserves or National Guard. Payment will be
made on the basis of the difference between the employee's regular base salary
and any military base pay received, exclusive of military travel allowance or
other pay allowances for reimbursement of personal, out-of-pocket expenses for
a period not to exceed ten (10) working days.
Seniority employees under military orders requiring training leave
time for an unusual or special military assignment beyond the customary ten
(10) days per year for which payment is received may receive an extended leave
of absence without pay.
In order to receive Military Leave Pay employees must supply the
General Manager or their Department Head with a copy of their military pay
voucher upon their return to work. Employees will then receive their
reimbursement as soon as is administratively possible.
Employees will be paid for regular working hours lost due to reporting
for a military induction physical examination.
Employees returning from active military service will have thirty (30)
days in which to return to work following the date of military discharge.
PERSONAL LEAVE
Employees with one (1) or more years of seniority may request an
unpaid personal leave of absence for periods of not less than thirty (30) days
nor more than twelve (12) months. Such leaves shall not be granted for the
purposes of employment elsewhere.
A leave request requiring an absence of seven (7) to thirty (30) days
for defined extenuating circumstances is to be treated as unpaid lost time. If
the unpaid lost time is approved by the Department Manager in advance of the
leave of absence, the occurrence of lost time will not be counted for
disciplinary purposes. Seniority shall accumulate during such leaves of
absence.
FUNERAL LEAVE
Should a death occur in an eligible employee's immediate family, an
employee on request will be excused from work with pay for up to three (3)
consecutive work days. Immediate family for the purposes of this Section shall
mean: Parents, spouse, stepparent, parent or stepparent of spouse, child or
stepchild, brother, stepbrother, brother-in-law, sister, stepsister,
sister-in-law, son-in-law, daughter-in-law, grandparents, grandparents of
spouse and grandchildren of employee or spouse, great grandparents and step
grandparents of employee or spouse.
Further, an eligible employee may request to be excused for (1) work
day to attend the funeral of a member of his or her immediate household who is
not part of the employee's immediate family. The Company will pay the employee
at
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<PAGE> 29
his or her straight time hourly rate of pay for those hours lost from his or
her assigned work schedule during the regular work week. The Company may
require written verification of death and the relationship of the deceased
before being required to make payment under this Section. Funeral pay will not
be paid for non-scheduled workdays. To be eligible for Funeral Pay, the
employees must meet all of the following eligibility rules:
(A) The employee must be a regular full-time employee
prior to the request for funeral leave.
(B) Employees must be scheduled to work during the week
the death occurs unless their absence is due to paid vacation.
EDUCATIONAL LEAVE
Full-time and part-time employees with one (1) or more years of
seniority may request and unpaid educational leave of absence for periods of up
to one (1) year for the purpose of attending an accredited college, university,
vocational or technical school on a full time basis in a course of study that
will further the employee's job opportunities with the Company. An employee may
be granted more than one (1) such leave, provided a reasonable period of time
(i.e. one (1) year of employment lapses between expiration of one leave and the
start of a subsequent educational leave. The Company will require proof of
attendance in order to validate the continued approval of any such leaves.
ADOPTION LEAVE
Employees with one (1) or more years of seniority may request unpaid
adoption leave of absence for a period of up to one (1) year.
UNION LEAVES - ALL UNION LEAVES OF ABSENCE SHALL BE WITHOUT PAY
A. TEMPORARY LEAVE. A reasonable number of employees not to
exceed four (4) full-time employees and not more than one (1) employee in any
one (1) department or any one (1) shift, may be granted a leave of absence to
attend to official Union business such as conventions and training sessions.
Approval of such leaves will be based on operational requirements. The Union
shall give five (5) days' advance notice whenever possible of any such intended
leaves. Such requests shall be submitted to the General Manager of the Station.
Time spent by employees on temporary leave, two (2) weeks or less, on Union
business shall be considered as time worked and accredited when computing
pension, vacations and holidays. Written notice of such leaves giving the
length of the leave shall be given to management at least 5 days in advance
whenever possible, and signed by the Local Union President, UAW international
Servicing Representative or their designee.
B. UNION LEAVE - (ELECTED UNION OFFICE OR APPOINTMENT). An
employee elected to a permanent Union Office which necessitates their absence
from work shall upon application to the Company, be granted a leave of absence
for a period not to exceed two (2) years. The leave of absence shall be
extended providing the request for extension is submitted to the Company in
writing prior to the end of the two (2) year period. Such employees shall
accumulate seniority during such absence. Upon their return to the Company,
they shall be returned to their regular standing on the seniority list and
shall be returned to their previous job at the rate in effect at the time of
their return.
Written notice of such Union leaves giving the length of the leave,
shall be given to management as far in advance as possible and signed by the
International Union (UAW).
C. UNION LEAVES- CONTRACT NEGOTIATIONS
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<PAGE> 30
The bargaining committee may be excused from work, subject to
operational needs, to prepare for and attend all negotiations sessions. Such
request shall not be unreasonably withheld. It is understood that the Union
will give the Company as much advance notice as possible. However, it may not
always be possible to give a five (5) calendar day advance notice. Therefore,
the Company and the Union agree to cooperate to the fullest in this regard. All
Union leaves of absence shall be without pay.
JURY DUTY
A seniority employee who is summoned and reports for jury duty as
prescribed by applicable law shall be paid by the Company the difference
between the amount of wages the employee otherwise would have earned by working
straight-time hours for the Company on that day and the daily jury fee by the
court (not including travel allowance or reimbursement expenses) for each day
on which the employee reports for or performs jury duty and on which the
employee otherwise would have been scheduled to work for the Company. Such
payments shall not exceed ten (10) working days. Employees excused from jury
duty prior to 1:00 P.M. on a regular scheduled day must report for work for the
remainder of their shift.
MEDICAL LEAVE
An employee, who has successfully completed the probationary period,
may be granted an unpaid medical leave of absence for a period of his or her
disability or twelve (12) months, whichever is less. Such leave of absence for
medical reasons shall be approved on the submission of sufficient proof of the
employee's attending physician.
The employee shall immediately notify the Company when he or she is
able to return to work.
An employee who is granted a medical leave of absence for thirty (30)
calendar days or more shall notify and submit to the Company, at least five (5)
working days prior to the date he or she is able to return to work, a written
certification from the attending physician permitting the Employee to return to
his or her prior position with the Company.
It is understood that an employee returning from a medical leave of
absence shall, at the discretion of the Company and at the Company's expense,
be required to take a physical examination by a licensed medical physician. An
employee who, in such doctor's opinion, is physically unfit to perform the
normal function of his or her position or is physically unfit to perform his or
her work without creating a hazard to his or her health or the safety of others
shall not be permitted to return to work until certified by that physician that
such physical disability no longer exists. Should the employee's personal
physician certify that the employee is able to return to his or her normal
duties and the physician selected by the Company disagrees with that
conclusion, then the issue shall be resolved by the decision of a third
physician mutually agreed to by the two physicians. The costs of such third
physician's services shall be paid by the Company.
An employee shall accrue seniority while on medical leave of absence
for a period of twelve (12) months from the date the employee began the medical
leave of absence.
EMPLOYMENT RIGHTS
An employee shall not accumulate vacation time or holiday pay while on
any leave of absence. However, an employee will accrue seniority during an
approved leave of absence.
An employee shall be reinstated to the position held by him or her
prior to the leave of absence upon the conclusion of the leave of absence,
provided,
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<PAGE> 31
(1) the employee returns within twelve (12) months of the commencement of the
leave of absence; (2) the employee returns at the conclusion of the leave of
absence; (3) the employee's former position still exists; and (4) the employee
has not violated the terms of the leave of absence.
Employees returning from an authorized leave of absence shall exercise
their seniority rights to their prior job classification. Notwithstanding the
foregoing, if the employee had remained actively employed, he or she would have
been on layoff status on the date of their reinstatement from their leave of
absence or if the employee's former position is no longer available, the
employee will be placed on layoff status in his or her appropriate seniority
position.
For purposes of the layoff and recall section of this Agreement, an
employee placed on layoff status at the conclusion of the leave of absence
based on the fact that he or she would have been laid off if not on leave of
absence status, the employee will be considered to have been laid off on the
date that he or she would have been laid off if actively employed rather than
on leave of absence status.
ARTICLE 25 - HOLIDAYS
SECTION 1 - Except as noted below, all eligible regular full-time
employees shall be paid at their regularly daily rate for the following:
HOLIDAYS
1. New Years Day
2. Memorial Day
3. Labor Day
4. Thanksgiving Day
5. Christmas Day
6. Four (4) floating holidays per year. Three (3) of the four
(4) personal days must be taken during the first three (3)
quarters of the year (prior to October 1).
Bargaining unit employees in the positions of traffic clerk, sales
assistant, receptionist and building maintenance shall receive holiday
allotments in accordance with the fixed and floating holiday schedule
established by the Company for non-bargaining unit employees.
SECTION 2. COMPENSATION.
A. Holiday Work. An employee required to work on a holiday will
be paid his holiday pay, plus his or her appropriate compensation rate for work
performed.
Employees whose schedule includes holiday hours will receive holiday
pay for those hours only.
B. Floating Holidays During Initial Year of Work. During the
calendar year of hire, an employee will be entitled to floating holidays as
follows: If he or she was hired during:
January through March 3 days
April through June 2 days
July through September 1 day
October through December none
C. In order to be paid for a holiday, an employee must have
seniority as of the date of the holiday, and work as scheduled the last
scheduled work day before and the first scheduled work day after a holiday,
except as indicated below.
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<PAGE> 32
(a) Employees absent due to illness or injury the last
scheduled work day before and the first scheduled work day after the holiday(s)
will receive holiday pay provided such absence is supported by a doctors
certificate and the employee worked one day in the holiday week. Employees who
are absent either of the day before or the day after the holiday under the same
circumstances will be paid for the holiday if the employee's absence is
certified by an attending physician.
(b) When a holiday falls during a paid leave of absence
(e.g., bereavement leave, etc.), it is considered as one of the leave of
absence days and holiday compensation will not be paid.
(c) When a holiday falls on a day immediately preceding or
following a paid leave of absence, the employee will be paid for the holiday.
(d) When a holiday falls on the day immediately preceding or
following an unpaid leave of absence, the employee is paid for the holiday,
provided the holiday falls within the same work week.
When a fixed holiday falls on a Sunday, the following
Monday will be observed as a Holiday. If a Station-fixed holiday falls on
Saturday, the preceding Friday will be observed as a holiday. The foregoing does
not apply to employees scheduled to work the weekend in which the fixed holiday
falls. However, in no case, shall an employee receive holiday pay for both the
fixed holiday and the observed holiday when worked.
(e) Employees terminating or terminated for other than cause
will be paid for a holiday falling within the same work week and immediately
following the employee's last day worked.
(f) Employees on layoff do not qualify for holiday pay,
unless they have performed work in at least one (1) day during the week
preceding the holiday.
(g) Employees scheduled off on a designated holiday do not
receive holiday pay.
(h) All floating holidays must be mutually scheduled in
advance with the employee's supervisor and may be used for the observance of
religious holidays.
(i) Unused floating holidays cannot be carried over from year
to year and will be forfeited if not taken prior to termination of employment.
However, if an employee is caused to miss a scheduled floating holiday due to
the Company's intervening requirement that he or she work on such day, the
employee shall receive full pay for such missed floating holiday. Unused
floating holidays cannot be taken during notice period.
(j) All floating holidays must be taken in whole day
increments, unless agreed otherwise in advance on a case by case basis by the
employee's supervisor.
(k) Schedules for use of floating holidays will be
established at the beginning of the calendar year and be utilized based upon
seniority, in a manner similar to the vacation scheduling process.
ARTICLE 26
SECTION 1. VACATION. All regular full-time bargaining unit employees
who meet the eligibility requirements and who have completed the following
schedule of service with the Company will receive vacation as per the following
schedule based upon the Station's calendar year.
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<PAGE> 33
<TABLE>
<CAPTION>
Continuous Years of Service Amount of Vacation
--------------------------- ------------------
<S> <C>
At beginning of Station Calendar Year:
Less than 5 years 2 weeks
5 years but less than 15 years 3 weeks
15 or more years 4 weeks
For each five (5) full years of
service in excess of 15 years 1 additional day
</TABLE>
During the initial year of employment, a full-time employee will be
entitled to vacation as follows: If he or she was hired during:
January through March 8 days
April through June 5 days
July through September 3 days
October through December no vacation time
No vacation time may be taken within the first 90 days of employment.
Part-time employees hired prior to the effective date of this
Agreement will be entitled to the same vacation based on length of service, but
will receive pay equivalent to the regularly scheduled hours per week.
SECTION 2. VACATION CONDITIONS. Eligible employees, who during the
prior year, worked or were paid for less than twenty-six (26) work weeks shall
receive vacation pay allowance based on the number of full work weeks worked as
a percentage of 52.
Should a paid holiday fall within the employee's vacation period, the
employee shall receive an additional paid vacation day.
Vacation hours paid will be at the employee's hourly rate as of the
date the employee takes vacation.
Vacation pay will be determined on the basis of a 40-hour work week at
employee's base weekly salary or specified hourly rate or average hours worked
per week for part-time employees.
Vacations are based on an the Station Calendar year. Vacation time not
taken by the end of the Station's Calendar year shall not be carried forward.
An employee who is denied the opportunity to take vacation at times
scheduled by the employee shall be offered vacation time off prior to the end
of the Station's Calendar Year.
An employee who is eligible for three (3) or more weeks of vacation
during the Station's calendar year may elect to decline to use up to a maximum
of one (1) week (40 hours) of vacation and receive compensation at this regular
rate of pay for such time. Such election must take place (and the Company must
be notified of the choice) by no later than November 15.
Any employee may, however, take his/her vacation allowance in separate
days, subject to Department Head approval. Any vacation hours paid will not be
considered time actually worked in the calculation of overtime compensation.
SECTION 3. VACATIONS AND LEAVES OF ABSENCE/TERMINATION
Vacation time will be paid upon request to employees going on an
educational, military, personal, adoption, union business (except short-term),
or maternity leave of absence on their last pay check for the payroll period
worked before the leave began.
Vacation time will also be paid upon an employee's death, retirement
or
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<PAGE> 34
termination. In the event of death, the vacation pay shall be paid to the
employee's legal heirs or estate.
Upon termination of employment, an employee will be paid for earned
and unused vacation. An employee cannot take vacation during any notice period.
In the event an employee terminates employment and has been paid for vacation
time in excess of the amount earned for that year, the employee will be
required to make reimbursement for the vacation paid but not earned.
There will be no compensatory time off for an illness or accident
which occurs after an employee has started a regularly scheduled vacation.
SECTION 4. VACATION SCHEDULING. By November 15th of each year, the
Company will post, by department, a vacation schedule. Employees will then
submit vacation requests on or before December 31 for the period January 1
through December 31. Such requests shall be filled on the basis of seniority.
Requests for work-week units shall be granted first before vacation requests
for less than work-week units are granted. The Company will post, by
department, by January 1, a vacation schedule for the coming year. Vacation
requests submitted after January 1 of any year shall be filled on a first-come
basis, and shall not displace selections made before January 1 on the basis of
seniority. Vacation requests shall be in writing, and if such request is
denied, an employee will be furnished, in writing, the reason for denial.
During rating periods on-air personnel, producer-directors and reasonable
numbers of news photographers may be denied vacations.
Vacations will normally be taken in work-week units, but may be taken
one day at a time. Pay advance will be issued for a payday occurring during a
vacation, providing the request is made at least ten (10) days prior to the pay
period in which the employee's last day worked prior to the vacation occurs.
Once a vacation request has been approved, such approval will only be rescinded
(a) at employee request, or (b) for emergency situations.
A. Notice of layoff or discharge, except for misappropriation
of funds, shall not be given during an employee's vacation period.
B. Accrued credited vacation time shall not be used in
conjunction with, or to extend the effective date (e.g., last day worked) of a
leave of absence or termination. Accrued vacation time may be paid upon request
to employees going on an educational, military, personal, adoption, Union leave
(except short-term), or maternity leave of absence.
C. Laid off employees may request payment of all accrued
vacations at any time during their layoff.
ARTICLE 27
SECTION 1. JOB FUNCTION LIMITATION
Where operating errors occur while an employee is performing multiple
job functions such facts shall be considered in extenuation of the errors. The
Company further agrees to assign multiple job functions on a reasonable basis.
No employee shall be required to furnish equipment or supplies.
The Company agrees technicians employed under this Agreement may not
be required to perform any duties where there exists danger of bodily injury or
conditions detrimental to health.
No Employee shall be required or allowed to climb any of the Company's
antenna towers except to gain access to building roof.
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<PAGE> 35
SECTION 2. HIGH RISK AREA ASSIGNMENTS
The Company and the Union recognize a joint responsibility to do
everything reasonable to assure and preserve the personal safety of Employees
while on assignment. Therefore in keeping with this common goal, the Company
recognizes its responsibility to assign personnel with utmost care and the
Union recognizes that in the business it is not always possible to anticipate
every troublesome situation. Recognizing these realities the Company will
operate under the following administrative guidelines:
(a) The Company will place a high priority on the
anticipation of potentially troublesome conditions while on assignment.
(b) The Company will insist on regular communication between
base and personnel as they respond to and confront any such situations in the
field. The Company will strive to avoid sending an Employee alone into an
obviously dangerous situation.
(c) The Company and the affected employees will endeavor to
advise personnel of any circumstances relevant to their personal safety as they
respond to various situations in the field. No employee should abandon any
assignment in the field or return to work without prior approval from his or
her Department Head or designee.
(d) The Company will endeavor to provide backup or support
personnel if possible whenever any such situations can be reasonably
anticipated.
(e) The Company will place a high priority on backup and
support of any personnel that may, in fact, confront such situations in the
field.
(f) The Company will endeavor to carefully and fully review
any such situation after-the-fact in order to improve coordination and response
to any similar future situation.
ARTICLE 28 - PART-TIME EMPLOYEES BENEFITS
During the term of this Agreement, regular part-time bargaining unit
employees who have completed one (1) year of continuous service will be
eligible for the following benefits based on proration of full-time employee
benefits:
SECTION 1. HOLIDAYS
Part-time employees with one (1) or more years of continuous service
are eligible for their normal scheduled hours per day of holiday pay, provided
the holiday falls on the employee's regular scheduled day.
SECTION 2. VACATIONS
Part-time employees with one (1) or more years of continuous service
are eligible for their normal scheduled hours per day. Vacation time is earned
and credited in the same manner as full-time employees.
SECTION 3. BEREAVEMENT
Part-time employees with one (1) or more years of continuous service
are eligible for their normal scheduled hours for up to three (3) days of
bereavement time.
SECTION 4. JURY DUTY
Part-time employees, if summoned, are eligible for jury duty pay of
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<PAGE> 36
their normal scheduled hours per day up to a maximum of ten (10) days (40
hours).
SECTION 5. HEALTH INSURANCE
Part-time employees hired prior to the commencement of this Agreement
who work more than 1040 hours in a calendar year shall be eligible for (single
only) insurance coverage on the first day of the month after acquiring 1,040
hours under the same basis as regular full-time bargaining unit employees. Such
employees will remain eligible for such benefits until their hours fall below
1040. Family Coverage shall be available to such eligible part-time employees
at the employee's expense, via payroll deduction. Part-time employees hired
after the commencement of this Agreement shall, upon completion of one (1) year
of continuous service, be eligible for such insurance provided they meet the
requirement noted above.
SECTION 6. 401(k) SAVINGS PLAN
Part-time employees shall be eligible to participate in the Company's
401(k) Plan provided in this Agreement, provided they are employed for six (6)
months or more, are age twenty-one (21) and have worked one thousand (1,000)
hours in the prior twelve (12) months. Except as provided in this Article,
part-time employees will not be eligible for other employee benefits provided
by this Agreement.
ARTICLE 29
SECTION 1. SUBSTANCE ABUSE.
Substance abuse is recognized to be a serious medical and social
problem for workers, their families and the community. Such addiction by
workers impairs their ability to function, contributes to increased absenteeism
and tardiness, and violation of Company rules. These problems may also lead to
anti-social activity. These factors in turn disrupt work schedules with
consequent dissatisfaction among the majority of workers sincerely trying to do
conscientious jobs. The Company and the International Union have an interest in
encouraging early and comprehensive treatment looking toward rehabilitation.
The Company and the Union agree to meet at a mutually convenient time and place
within a reasonable period of time after the effective date of this agreement
for the purpose of establishing and defining the functions, i.e. alcohol and
substance abuse of a Joint Employee Assistance Committee. The Committee shall
be composed of an equal number of Company and Union designated representatives
to work cooperatively on these problems. Among the responsibilities of the
Committee will be:
1. Survey community resources to determine the availability
of appropriate treatment facilities and the cost of treatment.
2. Develop ways whereby the disease is identified in early
stages, and whereby the employee is encouraged and assisted to obtain treatment
without delay. It is recognized that the employee can be dealt with most
effectively on a cooperative Management-Union basis.
3. Help the employee understand that he may consult on a
confidential basis an outside qualified facility or agency, concerning his
problem without fear of disciplinary action based on such discussion.
4. Either the Committee will explain or arrange for the local
insurance program administrator to be available to explain to the employee
which recommended treatment qualifies for insurance payments.
SECTION 2. DISCIPLINARY PROCEDURES FOR SUBSTANCE ABUSE.
If an employee reports to work under the influence of drugs or alcohol
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<PAGE> 37
he or she shall be subject to immediate termination. However, in lieu of
termination, upon agreement of the individual, the Union and the Company an
employee may be placed on a leave of absence so that an employee may undergo
medical treatment for alcoholism or drug dependence in or from an appropriate
facility in accordance with this program, and when the employee has voluntarily
submitted himself or herself for such treatment and his or her seniority has
not already been broken, he or she will be granted a medical leave of absence.
Should the employee return to work from the leave of absence and, subsequent to
his or her return, report for work under the influence of drugs or alcohol, the
employee will be immediately terminated.
ARTICLE 30 - SICK DAYS/PERSONAL BUSINESS DAYS
A. As of January 1 of each year, all full-time employees who have
completed their probationary period shall have eighty (80) hours of paid sick
leave available per calendar year. Management shall be notified by the employee
prior to the beginning of the shift that an employee cannot report for work.
Sixteen (16) hours of the eighty (80) hours allotment may be used for personal
business on reasonable notice to the Company. In the event an employee becomes
ill during his/her shift he/she shall be charged with only the hours he/she is
absent. Unused sick time hours may be accrued from year to year up to a maximum
of eighty (80) (with the maximum available on any January 1 being 160 hours).
In cases of suspected abuse of sick leave, the Company may require a
physician's certificate or other verification of medical need.
During the initial year of employment an employee will be entitled to
sick leave as follows:
If he or she is hired during:
<TABLE>
<S> <C>
January through March 8 days
April through June 5 days
July through September 3 days
October through December 1 day
</TABLE>
No sick time may be used within the first 90 days of employment.
ARTICLE 31 - LUNCH BREAK & REST PERIODS
Employees shall receive a paid ten (10)-minute rest period for every
four (4) consecutive hours worked if employees are required to work ten (10)
hours or more coverage. Each employee shall have a 1-hour or 1/2-hour unpaid
lunch break on a daily basis, which shall be determined on a case-by-case basis
by the Department Head in consultation with the General Manager.
ARTICLE 32 - INSURANCE
HEALTH, DENTAL AND VISION COVERAGES: During the term of this
Agreement, employees and their dependents shall receive health, dental and
vision benefits in accordance with the Employer's plans in effect as of the
execution of this Agreement. The Company has the right to amend the plan or
carrier as long as the benefits are not significantly reduced.
The Union's designated Committee shall have the right to review the
Plan after each year and make suggestions, where appropriate, relative to the
Plan.
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<PAGE> 38
A. Eligible employees hired prior to the commencement of this
Agreement will contribute on a bi-weekly basis for the term of the Agreement as
follows:
<TABLE>
<CAPTION>
Plan A Plan B
------ ------
<S> <C> <C>
Single $16.15 $17.77
Family $43.85 $48.24
</TABLE>
B. All eligible employees hired after the commencement of
this Agreement will make contributions equal to the contributions required from
non-bargaining unit employees under the Employer's Plan.
ARTICLE 33 - OTHER BENEFITS
LIFE INSURANCE: During the term of this Agreement, all full-time
employees shall receive, at no cost to the employee, life insurance coverage in
accordance with the Employer's plan in effect as of the execution of this
Agreement. Such plan shall provide a death benefit in the amount of one and
one-half (1 1/2) the individual employee's salary.
LONG AND SHORT-TERM DISABILITY INSURANCE: During the term of this
Agreement, the Employer shall provide, at no cost to the employee, long and
short-term disability insurance coverage for each full-time employee. Such
maintenance coverages shall be in accordance with the Employer's disability
insurance plans afforded to nonbargaining unit employees at the Station.
LONG-TERM CARE PLAN: During the term of this Agreement, the Employer
shall provide, at no cost to the employee, the benefits of the long-term care
coverage plan, for each full-time employee. Such coverage shall be in
accordance with the Employer's coverage plans afforded to nonbargaining unit
employees at the Station.
TRAVEL ACCIDENT BENEFIT PLAN: During the term of this Agreement, the
Employer shall provide, at no cost to the employee, the benefits of the travel
accident benefit plan for each full-time employee. Such coverage shall be in
accordance with the Employer's coverage plans afforded to nonbargaining unit
employees at the Station.
401(k) BENEFITS: Except as noted below, employees covered by this
Agreement shall be eligible to participate in the Employer's 401(k) savings
plan at the same rate and benefit levels provided to nonbargaining unit
employees. All administrative costs and expenses associated with the Plan shall
be borne by the Employer and no charges for same shall be made against
participating employee accounts.
ARTICLE 34 - PENSION 401(k) PLAN
All regular full-time employees hired prior to the commencement of
this Agreement, shall be eligible for an annual contribution by the Employer of
3 1/2% of gross wages for each calendar year into a 401(k) Plan established by
the bargaining unit employees, provided they are employed for one (1) year or
more, are age twenty-one (21) and have worked one thousand (1,000) hours in the
prior twelve (12) months.
The Company shall pay the yearly costs up to a maximum of $1,300 per
year to maintain and administer the employees 401(k) Plan. All yearly costs in
excess of $1,300 shall be the responsibility of the employees in the 401(k)
Plan. In the event the employees fail to pay such costs the Plan shall be
terminated and the costs of such termination shall be the responsibility of the
employees.
Employees shall be credited for all prior service and hours worked as
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<PAGE> 39
full-time employees toward eligibility for the 3 1/2% contribution to the
401(k) Plan.
New employees hired after the commencement of this Agreement shall not
be eligible to participate in this 401(k) Plan nor shall the Company be required
to make contribution on their behalf to the Plan. Such employees shall be
covered, if eligible, by the Company's separate 401(k) Plan as noted in Article
33.
ARTICLE 35 - COMPENSATION
All bargaining unit employees shall be compensated at no less than the
job rates for their classifications as set forth in Attachment "B.", except
that employees hired after the effective date of this Agreement may be
compensated at fifty cents ($.50) per hour below the stated job rate for their
classification until they have satisfactorily completed their probationary
periods.
A. Full-time employees will receive the following increases to
their pre-existing base hourly rates:
<TABLE>
<S> <C>
1. Effective 10/1/98 $.70
2. Effective 10/1/99 $.65
3. Effective 10/1/2000 3%
4. Effective 10/1/2001 3%
</TABLE>
B. Full-time employee who have completed continuous service, as
noted below, shall also receive the following annual
longevity stipends which shall not be added to their base
rates.
1. Effective October 1, 1998:
<TABLE>
<S> <C> <C>
a. If completed 6 months up to 3 years $100
b. If completed 3 or more years up to 7 years $200
c. If completed more than 7 years $300
</TABLE>
2. Effective October 1, 2000
<TABLE>
<S> <C> <C>
a. If completed 6 months up to 3 years $150
b. If completed 3 or more years up to 7 years $225
c. If completed 7 or more years up to 10 years $300
d. If completed more than 10 years $400
</TABLE>
C. Employees who commenced service prior to October 1, 1998,
shall receive a single, one-time only, payment in the amount
of $200 within thirty (30) days of the execution of this
Agreement as payment in lieu of any and all retroactive wages
which may have been earned prior to October 1, 1998.
D. Part-time employees shall receive the following increases to
their pre-existing hourly rates:
<TABLE>
<S> <C> <C>
1. Effective 10/1/98 3.5%
2. Effective 10/1/99 3.5%
3. Effective 10/1/2000 3.0%
4. Effective 10/1/2001 3.0%
</TABLE>
If an employee bumps into a lower rated classification in lieu of
layoff, he/she shall receive the job rate for his/her new classification plus
the difference, if any, between his/her individual rate and the job rate for
the classification held prior to the layoff. Any such employee will maintain
that differential until the new classification job rate equals or exceeds the
employee's individual rate, unless he/she is demoted or voluntarily transfers
to a new lower rated classification. If an employee voluntarily transfers or is
demoted to a lower rated classification permanently he/she shall receive the
job rate for his/her new classification and shall be eligible in the
35
<PAGE> 40
future for general wage increases.
ARTICLE 36 - SUBCONTRACTING
Subcontracting of maintenance work will be permitted only where
particular skills are involved or where specialized equipment not readily
available at the Company is required. It is understood that should the Company
subcontract bargaining unit work it will discuss with the Union the impact on
bargaining unit employees. However, nothing shall be construed as limiting the
Company's right to subcontract bargaining unit work, except as provided above
with respect to maintenance work.
ARTICLE 37 - NO STRIKE OR LOCKOUT
During the term of this Agreement, there shall he no general or
partial strikes, picketing, boycotts, work stoppages, slow-downs, or concerted
interruptions or delays of work, or any other interruption with the Company's
normal operations or similar activity. Neither the Union nor any of its
officers, representatives, agents, or employees shall authorize, assist,
support, cause or participate in any activities described in the above
paragraph. Nor shall any member assist, support, cause or participate in any
such activities.
In any case where an interruption of work occurs in violation of this
Agreement, the Union agrees that it will, without delay, exert itself to the
fullest extent to bring about a quick termination of such interruption of work
and will insist that the employee or employees involved therein return to work
and/or to normal operations. In the event that any employee participates in an
interruption of work in violation of this Article, the Company may discipline,
up to and including discharge, the participating employee.
The Company shall likewise not lockout employees during the term of
this Agreement.
ARTICLE 38 - SUCCESSOR CLAUSE
In the event of any change in the ownership of any of the facilities
covered by this Agreement, by sale, assignment, transfer, lease, merger,
consolidation or other change, the Company shall notify the Union within ten
(10) days prior to any such change, whenever possible. It is agreed that the
purchaser, assignee, transferee, lessee, or other appropriately designated
party, as the case may be, shall be fully bound by all of the terms and
conditions of this Agreement.
ARTICLE 39 - TERM OF AGREEMENT
The parties hereto acknowledge that during the negotiations which
resulted in this Agreement, each had the unlimited right and opportunity to
make demands and proposals with respect to any subject or matter not removed by
law from the area of collective bargaining. Thus, the understandings and
agreements arrived at by the parties after the exercise of such rights and
opportunities are set forth in this Agreement, which document constitutes the
entire Agreement between the parties and concludes collective bargaining for
its term.
Therefore, except as provided in this Agreement, the Company and the
Union for the life of this Agreement each voluntarily and unqualifiedly waives
the right, and agrees that the other shall not be obliged to bargain
collectively with respect to any subject or matter referred to or covered in
this Agreement or with respect to any subject or matter not specifically
referred to or covered in this Agreement, even though such subject or matter
36
<PAGE> 41
may not have been within the knowledge or contemplation of either or both
parties at the time that they negotiated or signed this Agreement.
It is further understood by both parties that this Agreement
supersedes any and all prior agreements, past practices, or understandings,
either written or verbal, that are inconsistent with or in conflict with the
terms of this Agreement.
Should any part or provision of this Agreement be rendered or declared
illegal or invalid by any decree of a court of competent jurisdiction or by
decision of any authorized government agency, the remaining, unaffected parts
(or provisions) of this Agreement shall not be affected thereby and shall
remain in full force and effect. However, in such a contingency, the parties
shall meet promptly and negotiate with respect to substitute provisions for
those parts (or provisions) rendered or declared illegal or invalid.
ARTICLE 40 - DURATION OF AGREEMENT
This Agreement shall become effective October 1, 1998, and shall
continue in full force through September 30, 2002, and from year to year
thereafter unless modified or terminated.
Either party may amend, modify, or terminate this contract effective
upon its expiration or any subsequent September 30, by giving notice in writing
at least sixty (60) days prior to its expiration, or if no notice is given at
such time on any subsequent September 30.
The parties shall meet within thirty (30) days of receipt of said
notice to negotiate a subsequent agreement. In the event written notice to
amend, modify, or terminate the Agreement is served and no agreement is reached
as a result of negotiations on or before the termination date, either party
may, on or after such date, terminate this Agreement by serving upon the other
a five (5) days' written notice of their intent to do so.
IN WITNESS WHEREOF, the parties have, by their authorized
representatives, affixed their signature to this Agreement at Flint, Michigan,
this 2nd day of November, 1998.
FOR THE UAW FOR WEYI (THE COMPANY)
/s/ John D. Richards /s/ Ronald Pulera
- ------------------------------ ---------------------------
John D. Richards Ronald Pulera
/s/ David Mansell
- ------------------------------
David Mansell
37
<PAGE> 42
ATTACHMENT "A"
JOB CLASSIFICATIONS
Clerical Department
- --------------------
Receptionist
Secretarial, National, Local/Regional Sales Assistant
Traffic Clerk
Engineering Department
- ----------------------
Building Maintenance
Technician
Switcher/Operator
News Department
- ---------------
Chief News Photographer
Anchor
Sports Anchor
Weather Anchor
Assignment Editor
News Photographer
Photographer/Writer
Reporter
Reporter/News Break Anchor
Administrative Assistant
Production Department
- ----------------------
Clerical/Production Assistant
Film/Satellite Coordinator
Director
Audio Graphics
Artist/Production
Production Photographer
Production Camera Operator
Switcher/Director
Promotion Department
- --------------------
Promotion Assistant
<PAGE> 43
ATTACHMENT "C"
COMPANY EXPENSE POLICY
Employees who travel on company business shall be reimbursed for
travel related expenses with the exception of expenditures of a personal
nature. Reimbursable travel expenses include, but are not limited to: airfare,
lodging, transportation, cabs, buses, trains, rental cars, meals, and
gratuities associated with such travel. A travel advance, for up to $200, may
be requested not less than 72 hours prior to the last normal business day prior
to departure. Subsequent travel advances will not be issued unless the Prior
cash advance has been properly reconciled. It is understood that when meals are
provided by vendors during the travel period, that any additional meal
expenses shall be paid for personally. Meeting registration fees or dues will
be paid for by the Company only upon such attendance at such meetings is deemed
reasonable by the Company. Once such fees are paid by the Company it is
mutually agreed the assigned employee will attend all scheduled meeting
sessions or forums.
<PAGE> 44
ATTACHMENT "B"
JOB RATES
<TABLE>
<CAPTION>
Position August 1998 August 2000
-------- ----------- -----------
<S> <C> <C>
Receptionist $ 7.75 $ 8.00
Building Maintenance 7.75 8.00
Studio Camera Operator 7.75 8.00
Audio/Graphics 7.75 8.00
Film/Sat Coordinator 7.75 8.00
Artist/Prod 8.00 8.25
Traffic Clerk 7.75 8.00
Sales Ass't Nat/Loc/Reg 7.75 8.00
Promotion Assistant 7.75 8.00
Photographer 8.00 8.25
Creative Coordinator 8.00 8.25
Switcher/Operator 8.00 8.25
Administrative Assistant (News) 8.00 8.25
Reporter 8.75 9.10
Technician 8.35 8.65
Director 8.50 9.00
Reporter/Newsbreak Anchor 9.10 9.50
Assignment Editor 9.10 9.50
Anchor 10.00 10.50
</TABLE>
The foregoing rates are effective after completion of the probationary period
as set forth in Article 6 Section 3.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 4,289,000
<SECURITIES> 0
<RECEIVABLES> 11,283,000
<ALLOWANCES> 421,000
<INVENTORY> 0
<CURRENT-ASSETS> 24,048,000
<PP&E> 56,454,000
<DEPRECIATION> 6,987,000
<TOTAL-ASSETS> 316,607,000
<CURRENT-LIABILITIES> 13,672,000
<BONDS> 172,500,000
36,024,000
0
<COMMON> 10
<OTHER-SE> 74,412,000
<TOTAL-LIABILITY-AND-EQUITY> 316,607,000
<SALES> 44,053,000
<TOTAL-REVENUES> 44,053,000
<CGS> 26,333,000
<TOTAL-COSTS> 45,105,000
<OTHER-EXPENSES> (134,000)
<LOSS-PROVISION> 163,000
<INTEREST-EXPENSE> 11,567,000
<INCOME-PRETAX> 1,254,000
<INCOME-TAX> (850,000)
<INCOME-CONTINUING> 2,104,000
<DISCONTINUED> 0
<EXTRAORDINARY> (4,586,000)
<CHANGES> 0
<NET-INCOME> (2,482,000)
<EPS-PRIMARY> (2,482)
<EPS-DILUTED> (2,482)
</TABLE>
