<PAGE> 1
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
----------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
OR
[ ] 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 1-14599
----------------
INFINITY BROADCASTING CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-4030071
------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
40 WEST 57TH STREET, NEW YORK, NY 10019
--------------------------------------------------
(Address of principal executive offices, zip code)
(212) 314-9200
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by checkmark 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 __
AT OCTOBER 31, 2000, 390,832,491 SHARES OF CLASS A COMMON STOCK AND 700,000,000
SHARES OF CLASS B COMMON STOCK WERE OUTSTANDING.
===============================================================================
<PAGE> 2
INFINITY BROADCASTING CORPORATION
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Earnings and Comprehensive Income 3
Condensed Consolidated Balance Sheet 4
Condensed Consolidated Statement of Cash Flows 5
Notes to the Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures about
Market Risks 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURE 21
</TABLE>
-2-
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INFINITY BROADCASTING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
----------------------------------------------------------------------
(unaudited, in thousands except per-share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ----------------------------
2000 1999 2000 1999
==========================================================================================================================
<S> <C> <C> <C> <C>
Total revenues $ 1,155,532 $ 705,331 $ 3,160,703 $ 1,925,915
Less agency commissions (129,805) (86,615) (371,479) (236,191)
--------------------------------------------------------------------------------------------------------------------------
Net revenues 1,025,727 618,716 2,789,224 1,689,724
Operating expenses excluding depreciation and amortization 557,852 337,231 1,535,465 973,000
Depreciation and amortization 179,661 72,992 510,725 219,530
--------------------------------------------------------------------------------------------------------------------------
Total operating expenses 737,513 410,223 2,046,190 1,192,530
--------------------------------------------------------------------------------------------------------------------------
Operating earnings 288,214 208,493 743,034 497,194
Interest income (expense), net (50,546) 242 (114,851) (1,881)
Other income (expense), net 315 545 (1,586) 412
--------------------------------------------------------------------------------------------------------------------------
Earnings before income taxes and minority interest 237,983 209,280 626,597 495,725
Income taxes (127,053) (97,743) (343,374) (236,956)
Minority interest in (income) loss of consolidated subsidiaries (13) (69) 15 (13)
--------------------------------------------------------------------------------------------------------------------------
Net earnings $ 110,917 $ 111,468 $ 283,238 $ 258,756
==========================================================================================================================
Basic and diluted earnings per common share $ 0.10 $ 0.13 $ 0.26 $ 0.30
==========================================================================================================================
Weighed average common shares outstanding --
Basic 1,088,779 846,261 1,087,817 851,654
Diluted 1,091,414 846,463 1,091,690 851,770
==========================================================================================================================
Comprehensive income:
Foreign currency translation adjustment (8,296) (369) (31,319) (369)
Comprehensive income $ 102,621 $ 111,099 $ 251,919 $ 258,387
==========================================================================================================================
</TABLE>
See Notes to the Condensed Consolidated Financial Statements.
-3-
<PAGE> 4
INFINITY BROADCASTING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands except per-share amounts)
<TABLE>
<CAPTION>
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
2000 1999
=========================================================================================================================
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 143,750 $ 71,636
Receivables (net of allowance for doubtful accounts of $68,734
and $48,868, respectively) 882,253 748,622
Prepaid and other current assets 149,153 108,846
Deferred income taxes 44,061 44,017
-------------------------------------------------------------------------------------------------------------------------
Total current assets 1,219,217 973,121
Property and equipment, net 2,254,969 2,091,735
Intangible assets, net 17,537,198 15,927,693
Other assets 388,173 334,906
-------------------------------------------------------------------------------------------------------------------------
Total assets $ 21,399,557 $ 19,327,455
=========================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 438,456 $ 314,014
Accrued compensation 85,720 69,170
Accrued interest 39,756 17,112
Accrued income taxes 53,028 12,192
Short-term debt -- 38,000
Other current liabilities 5,648 943
-------------------------------------------------------------------------------------------------------------------------
Total current liabilities 622,608 451,431
Long-term debt 3,638,369 1,906,348
Deferred income taxes 1,305,062 1,313,398
Other noncurrent liabilities 151,368 65,236
-------------------------------------------------------------------------------------------------------------------------
Total liabilities 5,717,407 3,736,413
-------------------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Preferred stock, par value $0.01 (50,000 shares
authorized, no shares issued) -- --
Class A common stock, par value $0.01 (2,000,000 shares
authorized, 415,716 and 390,709 shares issued at September 30, 2000 and
December 31, 1999, respectively) 4,157 3,907
Class B common stock, par value $0.01 (2,000,000 shares authorized, 700,000
shares issued at September 30, 2000 and December 31, 1999, respectively) 7,000 7,000
Capital in excess of par value 15,754,559 15,657,734
Accumulated earnings 704,228 420,990
Accumulated other comprehensive loss (44,619) (13,300)
=========================================================================================================================
16,425,325 16,076,331
Less: Common stock held in treasury, at cost (25,377 shares and 17,636
shares held in treasury at September 30, 2000 and December 31, 1999,
respectively) (743,175) (485,289)
=========================================================================================================================
Total stockholders' equity 15,682,150 15,591,042
=========================================================================================================================
Total liabilities and stockholders' equity $ 21,399,557 $ 19,327,455
=========================================================================================================================
</TABLE>
See Notes to the Condensed Consolidated Financial Statements.
-4-
<PAGE> 5
INFINITY BROADCASTING CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited, in thousands)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 2000 1999
-------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 283,238 $ 258,756
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization 510,725 219,530
Deferred taxes 297,974 7,010
Other noncash items (10,483) (4,616)
Changes in assets and liabilities, net of acquisitions and dispositions:
Increase in accounts receivable (10,567) (41,922)
Increase in other assets (72,948) (37,682)
(Decrease) increase in accounts payable and accrued expenses (20,657) 39,279
Increase (decrease) in accrued interest 22,644 (6,317)
Increase in accrued income taxes payable 26,366 25,361
Decrease in other liabilities (55,217) (1,855)
------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 971,075 457,544
------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from dispositions -- 58,750
Business acquisitions (2,163,660) (145,043)
Capital expenditures (68,425) (29,371)
------------------------------------------------------------------------------------------------------------------
Net cash used for investing activities (2,232,085) (115,664)
------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Net decrease in short-term debt (38,000) --
Bank revolver borrowings 2,150,000 --
Bank revolver payments (2,845,000) --
Commercial paper borrowings 2,451,107 --
Purchase of notes (115,352) (271,766)
Treasury stock repurchases (335,893) (438,716)
Proceeds from exercise of stock options 66,262 --
------------------------------------------------------------------------------------------------------------------
Net cash provided by (used for) financing activities 1,333,124 (710,482)
------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents 72,114 (368,602)
Cash and cash equivalents at beginning of period 71,636 497,701
------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 143,750 $ 129,099
------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ 114,933 $ 27,527
Income taxes 30,702 205,206
------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to the Condensed Consolidated Financial Statements.
-5-
<PAGE> 6
INFINITY BROADCASTING CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
The condensed consolidated financial statements include the accounts of Infinity
Broadcasting Corporation and its subsidiary companies (together, Infinity or the
Company) after elimination of intercompany accounts and transactions. When
reading the financial information contained in this Quarterly Report, reference
should be made to the consolidated financial statements, schedules, and notes
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999, and the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 2000. Certain previously reported
amounts have been reclassified to conform to the current year presentation. In
the opinion of management, the condensed consolidated financial statements
include all material adjustments necessary to present fairly the Company's
financial position, results of operations and cash flows. Such adjustments are
of a normal recurring nature. The results for this interim period are not
necessarily indicative of results for the entire year or any other interim
period.
Infinity was incorporated in September 1998. The Company was formed to own and
operate CBS Corporation's (CBS) out-of-home media business. In December 1998,
CBS contributed to the Company, at book value, its radio and outdoor advertising
properties and related assets. The Company completed an initial public offering
of approximately 155 million shares of its Class A common stock in December 1998
(the IPO).
On May 4, 2000, CBS merged with Viacom Inc. (Viacom), and as a result of the
merger, Infinity became a majority-owned subsidiary of Viacom. As of September
30, 2000, Viacom holds 100% of the Company's Class B common stock, which
represents approximately 64.2% of the equity and 90.0% of the voting power of
the Company, on a fully diluted basis.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. On an ongoing basis,
management reviews its estimates, including those related to intangible assets,
program rights, contracts, allowance for doubtful accounts, income taxes and
litigation, based on currently available information. Changes in facts and
circumstances may result in revised estimates.
2. ACQUISITIONS
On December 7, 1999, the Company completed the acquisition of Outdoor Systems,
Inc., now known as Infinity Outdoor, Inc. (Infinity Outdoor), for approximately
$8.7 billion. The acquisition has been accounted for under the purchase method
of accounting. The excess of the purchase price over the fair value of the net
assets acquired is being amortized over a 30-year period. On December 6, 1999,
Infinity and Infinity Outdoor (the Parties) entered into a final judgment with
the United States in connection with Infinity's acquisition of Infinity Outdoor.
Under the terms of the final judgment, the Parties must divest certain outdoor
advertising properties, principally in the New York City area, in accordance
with the terms and conditions of the final judgment. The Company does not view
these divestitures as material to its business.
On August 24, 2000, the Company completed the acquisition of 18 radio stations
from Clear Channel Communications, Inc. (Clear Channel) for $1.4 billion in an
asset transaction. These stations are located in San Diego, Phoenix, Denver,
Cleveland, Cincinnati, Orlando and Greensboro--Winston-Salem.
The following unaudited pro forma information combines the consolidated results
of operations of the Company with those of its acquisitions of radio and outdoor
properties, as if these acquisitions had occurred on January 1, 1999. The pro
forma results give effect to certain purchase accounting adjustments, including
additional amortization expense from goodwill and other identifiable intangible
assets, increased interest expense from acquisition debt, the related income tax
effects and issuance of additional shares of Class A common stock.
-6-
<PAGE> 7
PRO FORMA RESULTS
(unaudited, in thousands except per-share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------------------------------------------------
2000 1999 2000 1999
===========================================================================================================================
<S> <C> <C> <C> <C>
Net revenues $ 1,035,384 $ 922,684 $ 2,947,309 $ 2,538,362
Net earnings 103,909 64,462 255,870 134,854
Net earnings per common share - basic and diluted $ 0.10 $ 0.06 $ 0.23 $ 0.12
===========================================================================================================================
</TABLE>
This pro forma financial information is presented for comparative purposes only
and is not necessarily indicative of the operating results that actually would
have occurred had the Company's acquisitions, including Infinity Outdoor and 18
radio stations from Clear Channel, been consummated on January 1, 1999. In
addition, these results are not intended to be a projection of future results
and do not reflect any synergies that might be achieved from combined
operations.
3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
(in thousands)
<TABLE>
<CAPTION>
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
2000 1999
==============================================================================================================
<S> <C> <C>
Accounts payable $ 153,449 $ 75,898
Accrued transit franchise payments 62,072 40,841
Other 222,935 197,275
--------------------------------------------------------------------------------------------------------------
Total accounts payable and accrued expenses $ 438,456 $ 314,014
==============================================================================================================
</TABLE>
4. DEBT
On May 3, 2000, the Company entered into two new credit facilities,
totaling $1.95 billion, comprised of a $1.45 billion 5-year revolving credit
facility and a $500 million 364-day revolving credit facility. Borrowing rates
under the facilities are determined at the time of each borrowing and are based
generally on a floating rate index, the London Interbank Offer Rate ("LIBOR"),
plus a margin based on Infinity's senior unsecured debt rating. Borrowing
availability under the credit facility may be subject to compliance with certain
covenants, including a maximum leverage ratio and a minimum interest coverage
ratio, based on Infinity's senior unsecured debt rating. At September 30, 2000,
the Company was in compliance with the financial covenants.
The Company's revolving credit agreements provide for approximately $3.5 billion
of total available borrowings. Viacom guarantees Infinity's borrowing under the
original $1.5 billion credit facility. At September 30, 2000, the Company had
borrowings under the credit facilities of approximately $255 million. The
credit facilities also serve as backup for commercial paper issued by the
Company.
On July 20, 2000, the Company initiated a $3.25 billion commercial paper
program. Borrowings under the commercial paper program are short-term in nature
and have been and will continue to be used primarily to finance acquisitions or
refinance existing debt. At September 30, 2000, the Company had borrowings
under the commercial paper program of approximately $2.5 billion.
-7-
<PAGE> 8
5. RELATED PARTY TRANSACTIONS
In December 1998, the Company completed its IPO. In connection with the IPO, the
Company entered into an intercompany agreement with CBS, pursuant to which CBS,
now Viacom, provides the Company with a number of services, including among
others, certain legal, financial, administrative and executive services. The
costs of these services are allocated according to established methodologies
determined by Viacom on an annual basis. For the three and nine months ended
September 30, 2000, allocated expenses of $2.1 million and $6.2 million,
respectively, were included in the Company's Consolidated Statements of Earnings
and Comprehensive Income as compared to $1.6 million and $5.1 million for the
three and nine months ended September 30, 1999, respectively. As of September
30, 2000, Viacom beneficially owned 64.2% of the equity and 90.0% of the voting
power of the Company, on a fully diluted basis.
6. INCOME TAXES
For the three and nine months ended September 30, 2000, the Company's effective
tax rate was 53.4% and 54.8%, respectively. The effective tax rate exceeds the
federal statutory rate primarily because of the non-deductible goodwill
amortization resulting from acquisitions, including the acquisition of Infinity
Outdoor. During the nine months ended September 30, 2000, the Company recognized
a tax benefit of $285 million related to the exercise of approximately 25
million stock options assumed in the Infinity Outdoor acquisition, which
substantially offset taxes payable for the nine months ended September 30, 2000.
7. EARNINGS PER COMMON SHARE
The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings per Share," which requires the disclosure of basic and diluted
earnings per share and related computations as follows:
COMPUTATION OF EARNINGS PER COMMON SHARE
(unaudited, in thousands except per-share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------------------------------
2000 1999 2000 1999
====================================================================================================
<S> <C> <C> <C> <C>
Net earnings applicable to common stock $ 110,917 $ 111,468 $ 283,238 $ 258,756
----------------------------------------------------------------------------------------------------
Average shares outstanding - basic 1,088,779 846,261 1,087,817 851,654
Dilutive effect of stock option plans 2,635 202 3,873 116
----------------------------------------------------------------------------------------------------
Average shares outstanding - diluted 1,091,414 846,463 1,091,690 851,770
----------------------------------------------------------------------------------------------------
Basic and diluted earnings per common share $ 0.10 $ 0.13 $ 0.26 $ 0.30
====================================================================================================
</TABLE>
Options to purchase approximately 5 million shares of the Company's Class A
common stock were excluded in the computation of diluted earnings per share for
the nine months ended September 30, 2000 because their inclusion would be
anti-dilutive.
-8-
<PAGE> 9
8. SEGMENT INFORMATION
The Company's operations are principally focused on the out-of-home media
business and are aligned in two business segments, Radio and Outdoor. The
Company's Radio segment has been restated for the prior year to reflect the
costs of the Company's corporate headquarters separately. These costs are
primarily comprised of compensation and general operating expenses for the
corporate headquarters. Previously, these costs were reflected as a component of
the Radio segment.
SEGMENT RESULTS OF OPERATIONS
(unaudited, in thousands)
<TABLE>
<CAPTION>
NET REVENUES OPERATING EARNINGS EBITDA
-------------------------- ------------------------- --------------------------
THREE MONTHS ENDED SEPTEMBER 30, 2000 1999 2000 1999 2000 1999
=====================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Radio $ 541,122 $ 476,790 $ 218,158 $ 180,038 $ 289,587 $ 246,575
Outdoor 484,605 141,926 73,186 29,628 181,711 36,620
---------------------------------------------------------------------------------------------------------------------
Total segments 1,025,727 618,716 291,344 209,666 471,298 283,195
Corporate -- -- (3,130) (1,173) (3,108) (1,165)
---------------------------------------------------------------------------------------------------------------------
Total $1,025,727 $ 618,716 $ 288,214 $ 208,493 $ 468,190 $ 282,030
=====================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
NET REVENUES OPERATING EARNINGS EBITDA
-------------------------- ------------------------- --------------------------
NINE MONTHS ENDED SEPTEMBER 30, 2000 1999 2000 1999 2000 1999
=====================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Radio $ 1,552,837 $ 1,304,373 $ 589,751 $ 435,620 $ 793,456 $ 635,008
Outdoor 1,236,387 385,351 166,388 65,796 471,785 86,326
---------------------------------------------------------------------------------------------------------------------
Total segments 2,789,224 1,689,724 756,139 501,416 1,265,241 721,334
Corporate -- -- (13,105) (4,222) (13,068) (4,198)
---------------------------------------------------------------------------------------------------------------------
Total $ 2,789,224 $ 1,689,724 $ 743,034 $ 497,194 $ 1,252,173 $ 717,136
=====================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
AT SEPTEMBER 30, AT DECEMBER 31,
TOTAL ASSETS 2000 2000
===============================================================================
<S> <C> <C>
Radio $ 11,293,400 $ 9,856,660
Outdoor 9,998,578 9,423,428
-------------------------------------------------------------------------------
Total segments 21,291,978 19,280,088
Corporate 107,579 47,367
-------------------------------------------------------------------------------
Total $ 21,399,557 $ 19,327,455
===============================================================================
</TABLE>
Management believes that earnings before interest, taxes, minority interest,
depreciation and amortization (EBITDA) is an appropriate measure for evaluating
the operating performance of the Company's business. EBITDA eliminates the
effect of depreciation and amortization of tangible and intangible assets, most
of which were acquired in acquisitions accounted for under the purchase method
of accounting. The exclusion of amortization expense eliminates variations in
results among stations or other entities caused by the timing of acquisitions.
More recent acquisitions reflect higher amortization expense due to increasing
prices associated with out-of-home properties. However, EBITDA should be
considered in addition to, not as a substitute for, operating earnings, net
earnings, cash flows and other measures of financial performance reported in
accordance with generally accepted accounting principles. As EBITDA is not a
measure of performance calculated in accordance with generally accepted
accounting principles, this measure may not be comparable to similarly titled
measures employed by other companies. EBITDA differs from cash flows from
operating activities primarily because it does not consider changes in assets
and liabilities from period to period, and it does not include cash flows for
interest and taxes.
Net revenues derived from the Company's foreign operations were $169 million and
$385 million for the three and nine months ended September 30, 2000,
respectively, compared to $52 million and $142 million for the corresponding
periods of 1999.
-9-
<PAGE> 10
9. SUBSEQUENT EVENTS
On October 2, 2000, in accordance with the terms of the final judgment in
connection with the acquisition of Infinity Outdoor, the Company completed the
divestiture of certain outdoor properties in the New York City area for
approximately $168 million.
On October 30, 2000, the Company and Viacom entered into a merger agreement
under which Viacom will acquire all the issued and outstanding shares of
Infinity common stock that it does not currently own, approximately 36%,
pursuant to a merger in which Viacom will exchange 0.592 of a share of Viacom
Class B common stock for each share of Infinity Class A common stock. The
Company's Board of Directors and Viacom's Board of Directors approved the merger
agreement after approval by a special committee of Infinity independent
directors. The special committee was advised by separate legal and financial
advisors. The Company expects the merger to be completed in the first quarter of
2001. As of October 30, 2000, there were approximately 391 million shares of
Infinity Class A common stock outstanding to shareholders other than Viacom.
-10-
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
Infinity Broadcasting Corporation (Infinity or the Company) is one of the
largest radio broadcasters in the United States, where it owns and operates 187
radio stations. The Company is the largest outdoor advertising company in North
America, with operations in the United States, Canada and Mexico. Infinity also
owns outdoor advertising properties in Europe, with operations in the United
Kingdom, the Netherlands, France, Italy and Ireland. The Company also manages
and holds an equity position in Westwood One, Inc., the largest radio network in
the United States. The Company's operations are focused on the out-of-home media
business and are aligned in two business segments, Radio and Outdoor. The
Company characterizes its radio and outdoor advertising businesses as
out-of-home because a majority of radio listening, and virtually all viewing of
outdoor advertising, takes place in automobiles, in transit systems, on the
street and other locations outside the consumer's home, including listening to
the radio at work. The Company's strategy is to generally acquire out-of-home
media properties in the largest markets.
Infinity was incorporated in September 1998. The Company was formed to own and
operate CBS Corporation's (CBS) out-of-home media business. In December 1998,
CBS contributed to the Company, at book value, its radio and outdoor advertising
properties and related assets. Also in December 1998, the Company completed an
initial public offering of approximately 155 million shares of its Class A
common stock, generating net proceeds of $3.0 billion. Following the stock
offering, CBS owned 81.8% of the Company's equity and 95.8% of the voting power.
On May 4, 2000, CBS merged with Viacom Inc. (Viacom), and as a result of the
merger, Infinity became a majority-owned subsidiary of Viacom. Viacom currently
holds 100% of the Company's Class B common stock, which represents approximately
64.2% of the equity of Infinity and approximately 90.0% of the combined voting
power of the Infinity Class A and Class B shares. Viacom currently does not hold
any Infinity Class A shares.
On October 30, 2000, the Company and Viacom entered into a merger agreement
under which Viacom will acquire all the issued and outstanding shares of
Infinity common stock that it does not currently own, approximately 36%,
pursuant to a merger in which Viacom will exchange 0.592 of a share of Viacom
Class B common stock for each share of Infinity Class A common stock. The
Company's Board of Directors and Viacom's Board of Directors approved the merger
agreement after approval by a special committee of Infinity independent
directors. The special committee was advised by separate legal and financial
advisors. The Company expects the merger to be completed in the first quarter of
2001. As of October 30, 2000, there were approximately 391 million shares of
Infinity Class A common stock outstanding to shareholders other than Viacom.
On December 7, 1999, the Company completed the acquisition of Outdoor Systems,
Inc., now known as Infinity Outdoor, Inc. (Infinity Outdoor), for approximately
$8.7 billion. On December 6, 1999, Infinity and Infinity Outdoor (the Parties)
entered into a final judgment with the United States in connection with
Infinity's acquisition of Infinity Outdoor. Under the terms of the final
judgment, the Parties must divest certain outdoor advertising properties,
principally in the New York City area, in accordance with the terms and
conditions of the final judgment. The Company does not view these divestitures
as material to its business.
On August 24, 2000, the Company completed it's acquisition of 18 radio stations
from Clear Channel Communications, Inc. for approximately $1.4 billion in an
asset transaction. These stations are located in San Diego, Phoenix, Denver,
Cleveland, Cincinnati, Orlando and Greensboro--Winston-Salem. The purchase
allows Infinity to expand into five new Top 50 markets, and increases the
Company's presence in two markets it already serves.
The condensed consolidated financial statements include the accounts of Infinity
and its subsidiary companies after elimination of intercompany accounts and
transactions. When reading the financial information contained in this Quarterly
Report, reference should be made to the consolidated financial statements,
schedules, and notes contained in the Company's Annual Report on Form 10-K for
the year ended December 31, 1999, and the Company's Quarterly Reports on Form
10-Q for the quarters ended March 31, 2000 and June 30, 2000. Certain previously
reported amounts have been reclassified to conform to the current year
presentation. In the opinion of management, the condensed consolidated financial
statements include all material adjustments necessary to present fairly the
Corporation's financial position, results of operations and cash flows. Such
adjustments are of a normal recurring nature. The results for this interim
period are not necessarily indicative of results for the entire year or any
other interim period.
-11-
<PAGE> 12
RESULTS OF OPERATIONS
Where appropriate, the discussion below provides a comparison of actual results
with pro forma results. For the 2000 and 1999 comparisons, pro forma results
assume the completion of all acquisitions of radio and outdoor properties
occurred on January 1, 1999.
USE OF EBITDA
Management believes that earnings before interest, taxes, minority interest,
depreciation and amortization (EBITDA) is an appropriate measure for evaluating
the operating performance of the Company's business. EBITDA eliminates the
effect of depreciation and amortization of tangible and intangible assets, most
of which were acquired in acquisitions accounted for under the purchase method
of accounting. The exclusion of amortization expense eliminates variations in
results among stations or other entities caused by the timing of acquisitions.
More recent acquisitions reflect higher amortization expense due to increasing
prices associated with out-of-home properties. However, EBITDA should be
considered in addition to, not as a substitute for, operating earnings, net
earnings, cash flows and other measures of financial performance reported in
accordance with generally accepted accounting principles. As EBITDA is not a
measure of performance calculated in accordance with generally accepted
accounting principles, this measure may not be comparable to similarly titled
measures employed by other companies. EBITDA differs from cash flows from
operating activities primarily because it does not consider changes in assets
and liabilities from period to period, and it does not include cash flows for
interest and taxes.
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1999
The Company's net revenues for the three months ended September 30, 2000 were
$1,026 million compared to $619 million for the three months ended September 30,
1999, an increase of approximately 66%. Radio net revenues for the three months
ended September 30, 2000 were $541 million compared to $477 million for the
three months ended September 30, 1999, an increase of approximately 13% as a
result of strong performance at the Company's radio stations. Outdoor net
revenues for the three months ended September 30, 2000 were $485 million
compared to $142 million for the three months ended September 30, 1999, an
increase of approximately 241%. Driving this increase was the strong performance
of the Company's outdoor properties, as well as the December 1999 acquisition of
Infinity Outdoor. On a pro forma basis, Radio and Outdoor net revenues for the
third quarter of 2000 increased approximately 10% and 14%, respectively, from
the third quarter of 1999. During the third quarter of 2000, the Company's
consolidated net revenues on a pro forma basis increased approximately 12%, as
compared to the third quarter of the prior year.
The Company's operating expenses excluding depreciation and amortization expense
for the three months ended September 30, 2000 were $558 million compared to $337
million for the three months ended September 30, 1999, an increase of
approximately 65%. Radio operating expenses excluding depreciation and
amortization for the three months ended September 30, 2000 were $252 million
compared to $231 million for the three months ended September 30, 1999, an
increase of approximately 9%. Outdoor operating expenses excluding depreciation
and amortization for the three months ended September 30, 2000 were $303 million
compared to $105 million for the three months ended September 30, 1999, an
increase of approximately 188%. These increases were primarily attributable to
expenses associated with higher revenues, as well as the acquisition of Infinity
Outdoor. On a pro forma basis, the Company's operating expenses excluding
depreciation and amortization for the three months ended September 30, 2000
compared to the three months ended September 30, 1999 increased approximately
9%, reflecting higher outdoor lease expenses as well as expenses associated with
higher revenues. The Company's corporate expenses for the three months ended
September 30, 2000 were $3 million compared to $1 million for the three months
ended September 30, 1999, an increase of $2 million, principally due to higher
compensation expense.
The Company's depreciation and amortization expense for the three months ended
September 30, 2000 was $180 million compared to $73 million for the three months
ended September 30, 1999, an increase of approximately 146%. Radio depreciation
and amortization expense for the three months ended September 30, 2000 was $71
million compared to $66 million for the three months ended September 30, 1999.
Outdoor depreciation and amortization expense for the three months ended
September 30, 2000 was $108 million compared to $7 million for the three months
ended September 30, 1999, an increase of approximately $101 million, resulting
primarily from the acquisition of Infinity Outdoor.
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The Company's operating earnings for the three months ended September 30, 2000
were $288 million compared to $208 million for the three months ended September
30, 1999, an increase of approximately 38%. Radio operating earnings for the
three months ended September 30, 2000 were $218 million compared to $180 million
for the three months ended September 30, 1999, an increase of approximately 21%.
Outdoor operating earnings for the three months ended September 30, 2000 were
$73 million compared to $30 million for the three months ended September 30,
1999, an increase of approximately 147%. These increases were primarily
attributable to higher revenues at the Company's core Radio and Outdoor
properties, as well as the acquisition of Infinity Outdoor. The Company's
consolidated operating earnings on a pro forma basis increased approximately 26%
during the third quarter of 2000 as compared to the third quarter of 1999.
The Company's EBITDA for the three months ended September 30, 2000 was $468
million compared to $282 million for the three months ended September 30, 1999,
an increase of approximately 66%. Radio EBITDA for the three months ended
September 30, 2000 was $290 million compared to $246 million for the three
months ended September 30, 1999, an increase of approximately 17%. Outdoor
EBITDA for the three months ended September 30, 2000 was $182 million compared
to $37 million for the three months ended September 30, 1999, an increase of
approximately 396%. These increases were primarily attributable to the higher
revenues generated by the Company's operating segments, as well as the
acquisition of Infinity Outdoor. On a pro forma basis, Radio and Outdoor EBITDA
for the third quarter of 2000 increased approximately 15% and 25%, respectively.
The Company's consolidated EBITDA on a pro forma basis increased approximately
18% during the third quarter of 2000 as compared to the third quarter of 1999.
Net interest expense for the three months ended September 30, 2000 was $50
million. The Company had no net interest expense for the three months ended
September 30, 1999. The increase in net interest expense resulted primarily from
the assumption of debt in connection with the acquisition of Infinity Outdoor
and the financing of current year acquisitions.
Income taxes for the three months ended September 30, 2000 were $127 million
compared to $98 million for the three months ended September 30, 1999. The
effective tax rate was 53.4% for the three months ended September 30, 2000
compared to 46.7% for the three months ended September 30, 1999. The Company's
effective tax rate exceeds the federal statutory rate primarily because of the
non-deductible goodwill amortization resulting from acquisitions, including the
acquisition of Infinity Outdoor. The increase in tax expense was due to the
Company's higher operating earnings. A significant portion of taxes payable for
the third quarter were offset by tax benefits realized in connection with the
exercise of stock options assumed in the Infinity Outdoor acquisition.
Net earnings totaled $111 million for the third quarter of both 2000 and 1999.
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999
The Company's net revenues for the nine months ended September 30, 2000 were
$2,789 million compared to $1,690 million for the nine months ended September
30, 1999, an increase of approximately 65%. Radio net revenues for the nine
months ended September 30, 2000 were $1,553 million compared to $1,304 million
for the nine months ended September 30, 1999, an increase of approximately 19%
as a result of strong performance at the Company's radio stations. Outdoor net
revenues for the nine months ended September 30, 2000 were $1,236 million
compared to $386 million for the nine months ended September 30, 1999, an
increase of approximately 221%. Driving this increase was the strong performance
of the Company's outdoor properties, as well as the acquisition of Infinity
Outdoor. On a pro forma basis, Radio and Outdoor net revenues for the first nine
months of 2000 increased approximately 17% and 14%, respectively, from the first
nine months of 1999. The Company's consolidated net revenues on a pro forma
basis increased approximately 16% during the first nine months of 2000 as
compared to the first nine months of 1999.
The Company's operating expenses excluding depreciation and amortization expense
for the nine months ended September 30, 2000 were $1,535 million compared to
$973 million for the nine months ended September 30, 1999, an increase of
approximately 58%. Radio operating expenses excluding depreciation and
amortization for the nine months ended September 30, 2000 were $758 million
compared to $670 million for the nine months ended September 30, 1999, an
increase of approximately 13%. Outdoor operating expenses excluding depreciation
and amortization for the nine months ended September 30, 2000 were $765 million
compared to $299 million for the nine months ended September 30, 1999, an
increase of approximately 156%. These increases were primarily attributable to
expenses associated with higher revenues, as well as the acquisition of Infinity
Outdoor. On a pro forma basis, the
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<PAGE> 14
Company's operating expenses excluding depreciation and amortization for the
nine months ended September 30, 2000 compared to the nine months ended September
30, 1999 increased approximately 11%, reflecting higher outdoor lease expenses
as well as expenses associated with higher revenues. The Company's corporate
expenses for the nine months ended September 30, 2000 were $13 million compared
to $4 million for the nine months ended September 30, 1999, an increase of $9
million, principally due to higher compensation expense.
The Company's depreciation and amortization expense for the nine months ended
September 30, 2000 was $511 million compared to $220 million for the nine months
ended September 30, 1999, an increase of approximately 133%. Radio depreciation
and amortization expense for the nine months ended September 30, 2000 was $205
million compared to $199 million for the nine months ended September 30, 1999.
Outdoor depreciation and amortization expense for the nine months ended
September 30, 2000 was $305 million compared to $21 million for the nine months
ended September 30, 1999, an increase of approximately $284 million, resulting
primarily from the acquisition of Infinity Outdoor.
The Company's operating earnings for the nine months ended September 30, 2000
were $743 million compared to $497 million for the nine months ended September
30, 1999, an increase of approximately 49%. Radio operating earnings for the
nine months ended September 30, 2000 were $590 million compared to $436 million
for the nine months ended September 30, 1999, an increase of approximately 35%.
Outdoor operating earnings for the nine months ended September 30, 2000 were
$166 million compared to $66 million for the nine months ended September 30,
1999, an increase of approximately 153%. These increases were primarily
attributable to higher revenues at the Company's core Radio and Outdoor
properties, as well as the acquisition of Infinity Outdoor. The Company's
consolidated operating earnings on a pro forma basis increased approximately 42%
during the first nine months of 2000 as compared to the first nine months of
1999.
The Company's EBITDA for the nine months ended September 30, 2000 was $1,252
million compared to $717 million for the nine months ended September 30, 1999,
an increase of approximately 75%. Radio EBITDA for the nine months ended
September 30, 2000 was $793 million compared to $635 million for the nine months
ended September 30, 1999, an increase of approximately 25%. Outdoor EBITDA for
the nine months ended September 30, 2000 was $472 million compared to $86
million for the nine months ended September 30, 1999, an increase of
approximately 447%. These increases were primarily attributable to the higher
revenues generated by the Company's operating segments, as well as the
acquisition of Infinity Outdoor. On a pro forma basis, Radio and Outdoor EBITDA
for the first nine months of 2000 increased approximately 23% and 24%,
respectively. The Company's consolidated EBITDA on a pro forma basis increased
approximately 23% during the first nine months of 2000 as compared to the first
nine months of 1999.
Net interest expense for the first nine months of 2000 was $115 million compared
to $2 million for the first nine months of 1999. The increase in net interest
expense resulted primarily from the assumption of debt in connection with the
acquisition of Infinity Outdoor and the financing of current year acquisitions.
Income taxes for the nine months ended September 30, 2000 were $343 million
compared to $237 million for the nine months ended September 30, 1999. The
effective tax rate was 54.8% for the nine months ended September 30, 2000
compared to 47.8% for the nine months ended September 30, 1999. The Company's
effective tax rate exceeds the federal statutory rate primarily because of the
non-deductible goodwill amortization resulting from acquisitions, including the
acquisition of Infinity Outdoor. The increase in tax expense was due to the
Company's higher operating earnings. A significant portion of taxes payable for
the first nine months of 2000 were offset by tax benefits realized in connection
with the exercise of stock options assumed in the Infinity Outdoor acquisition.
Net earnings for the nine months ended September 30, 2000 totaled $283 million
compared to $259 million for the nine months ended September 30, 1999, an
increase of approximately 9%.
SEASONALITY
Seasonal revenue fluctuations are common in the out-of-home media industry and
are primarily the result of fluctuations in advertising expenditures by
retailers. The Company's revenues are typically lowest in the first quarter and
highest in the fourth quarter.
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LIQUIDITY AND CAPITAL RESOURCES
In general, the Company's operations generate cash substantially in excess of
that required for recurring operations and capital expenditures. At September
30, 2000, the Company had approximately $3.6 billion of long-term debt
outstanding, substantially all of which was assumed or financed in connection
with the acquisition of Infinity Outdoor, the June 1998 acquisition of American
Radio Systems Corporation and the acquisition of other outdoor and radio
properties in 2000. The Company's equity at September 30, 2000 totaled
approximately $15.7 billion. At September 30, 2000, the Company's cash and cash
equivalents totaled approximately $144 million. Management expects that the
Company will have sufficient liquidity to meet its future business needs.
Sources of liquidity generally available to the Company include cash from
operations, cash and cash equivalents, borrowings, and issuance of equity
securities.
Operating Activities
The Company's operating activities provided $971 million of cash during the
first nine months of 2000, compared to $458 million during the first nine months
of 1999. The increase relates primarily to the improved operating results during
the first nine months of 2000 and cash provided from the operations of Infinity
Outdoor.
The Company paid taxes of $31 million during the first nine months of 2000,
versus $205 million in the comparable period last year. The substantial
reduction in tax payments is the result of a tax benefit recognized from the
exercise of stock options principally assumed in connection with the Infinity
Outdoor acquisition.
Investing Activities
The Company's investing activities used cash of $2,232 million during the first
nine months of 2000, compared to $116 million during the first nine months of
1999. Cash used during the first nine months of 2000 related primarily to the
acquisitions of radio and outdoor properties, as well as capital expenditures.
The Company's capital expenditures totaled $68 million for the nine months ended
September 30, 2000, compared to $29 million for the nine months ended September
30, 1999. The increase in capital expenditures during the first nine months of
2000 was due to the acquisition of Infinity Outdoor. The Company's business does
not require substantial investment of capital.
Financing Activities
Cash provided by financing activities totaled $1,333 million during the first
nine months of 2000, compared to cash used of $710 million during the first nine
months of 1999.
During the nine months ended September 30, 2000, pursuant to $1 billion of stock
buyback authorizations, the Company acquired approximately 10 million shares of
its Class A common stock at a cost of $336 million. Since the inception of the
stock buyback program in June 1999, through September 30, 2000 the Company has
acquired approximately 28 million shares of its Class A common stock at an
average price of $29.25 per share, for a total cost of $821 million. The stock
buybacks were funded principally from the Company's internal cash resources.
The exercise of stock options, primarily assumed in connection with the
acquisition of Infinity Outdoor, provided the Company with approximately $66
million of cash during the nine months ended September 30, 2000.
On May 3, 2000, the Company executed two new credit facilities, which provide
for $1.95 billion of additional borrowing capacity. The Company's revolving
credit agreements provide for approximately $3.5 billion of total available
borrowings. Viacom guarantees Infinity's borrowing under the original $1.5
billion credit facility. Borrowing availability under the credit agreements is
subject to compliance with certain covenants, including a maximum leverage ratio
and a minimum interest coverage ratio, as defined in the credit agreements. At
September 30, 2000, the Company had borrowings under the credit facilities
of approximately $255 million. These borrowings resulted principally from the
refinancing of debt assumed in the Infinity Outdoor acquisition and funding for
current year acquisitions. At September 30, 2000, the Company was in compliance
with the financial covenants.
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<PAGE> 16
On July 20, 2000, the Company initiated a $3.25 billion commercial paper program
(the program). Reflecting on the strength of the Company's balance sheet and its
operations, Moody's Investors Service, Inc., Standard & Poors Ratings Services
and Fitch rated the offering at A-2, P-2 and F-2, respectively. As of September
30, 2000, the Company had borrowings under the program of approximately $2.5
billion. Borrowings under the program have been and will continue to be used
primarily to finance acquisitions or refinance existing debt
During the first nine months of 2000, the Company repurchased at market rates
certain outstanding debt at a cost of $115 million.
Cash used for financing activities during the first nine months of 1999 related
to the Company's repayment of outstanding debt and the repurchase of shares of
the Company's Class A common stock.
Market Risk
The Company uses derivative financial instruments to reduce its exposure to
market risks from changes in foreign exchange rates and interest rates. The
Company does not hold or issue financial instruments for speculative trading
purposes. The derivative instruments used are foreign exchange forward
contracts. These derivatives, which are over-the-counter instruments, are
non-leveraged. Realized gains and losses on contracts that hedge anticipated
future cash flows are recognized in "other income (expense), net" and were not
material in the periods presented. The Company is also vulnerable to changes in
LIBOR, which is the rate primarily used in substantially all of the Company's
existing agreements; however, the Company does not believe this exposure to be
material.
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including "Management's Discussion and
Analysis of Financial Condition and Results of Operations," contains both
historical and forward-looking statements. All statements other than statements
of historical fact are, or may be deemed to be, forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are not based on historical facts but rather reflect
the Company's current expectations concerning future results and events. The
words "believes," "expects," "intends," "plans," "anticipates," "likely,"
"will," and similar expressions identify such forward-looking statements. These
forward-looking statements are subject to risks, uncertainties, and other
factors, some of which are beyond the Company's control, that could cause actual
results to differ materially from those forecast or anticipated in such
forward-looking statements.
Such risks, uncertainties, and factors include, but are not limited to, the
impact of changes in national, regional and local economics; successful
integration of any acquired properties; the Company's ability to develop and/or
acquire radio on-air talent and programming and to attract and retain
advertisers; the impact of significant competition from other radio stations and
programming alternatives such as broadcast television, newspapers, magazines,
cable television, the Internet, direct mail, and the impact of new technologies;
changes in FCC regulations; increased governmental regulation of the location,
size or content of outdoor advertising; and such other competitive and business
risks as from time to time may be detailed in the Company's Securities and
Exchange Commission reports.
Readers are cautioned not to place undue reliance on these forward-looking
statements which reflect management's view only as of the date of this Report on
Form 10-Q. The forward-looking statements included in this document are made
only as of the date of this document and the Company does not have any
obligation under Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, to publicly
update any forward-looking statements to reflect subsequent events or
circumstances.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Response to this is included in "Item 2 - Management's Discussion and Analysis
of Financial Condition and Results of Operations - Market Risk."
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to various legal proceedings arising in the ordinary
course of business. In the opinion of management of the Company, however, there
are no legal proceedings pending against the Company likely to have a material
adverse effect on the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) EXHIBITS
2. PLAN OF ACQUISITION.
2.1 Asset Purchase Agreement, dated March 3, 2000, among Clear
Channel Communications, Inc., AMFM Inc., CCU Merger Sub, Inc. and
CBS Radio Inc, is incorporated by reference to Exhibit 10.30 to
the Company's report on Form 10-K for the year ended December 31,
1999.
2.2 Agreement and Plan of Merger, dated May 27, 1999, among the
Company, Burma Acquisition Corp. and Outdoor Systems, Inc., is
incorporated herein by reference to Exhibit 99.1 to the report on
Form 8-K of Outdoor Systems, Inc., filed with the Securities and
Exchange Commission on June 3, 1999.
2.3 Amendment No. 1, dated June 16, 1999, to the Agreement and Plan
of Merger, dated May 27, 1999, among the Company, Burma
Acquisitions Corp. and Outdoor Systems, Inc., is incorporated
herein by reference to Exhibit 99.2 to the Company's report on
Form 8-K, filed with the Securities and Exchange Commission on
June 25, 1999.
2.4 Agreement and Plan of Merger, dated October 30, 2000 among Viacom
Inc., IBC Merger Corp., and Infinity Broadcasting Corporation, is
incorporated by reference to Exhibit 99.1 to the report on Form
8-K of Viacom Inc., filed with the Securities and Exchange
Commission on October 31, 2000.
3. CERTIFICATE OF INCORPORATION AND BY-LAWS.
3.1 Restated Certificate of Incorporation of the Company as of
December 14, 1998 is incorporated by reference to Exhibit 3.1 to
the Company's report on Form 10-Q for the quarter ended June 30,
1999.
3.2 Restated By-Laws of the Company as of December 14, 1998 are
incorporated by reference to Exhibit 3.2 to the Company's report
on Form 10-Q for the quarter ended June 30, 1999.
4. RIGHTS OF SECURITY HOLDERS.
4.1 There are no instruments with respect to long-term debt of the
Company that involve securities authorized thereunder exceeding
10 percent of the total assets of the Company and its
subsidiaries on a consolidated basis. The Company agrees to
provide to the Securities and Exchange Commission, upon request,
a copy of instruments defining the rights of holders of long-term
debt of the Company and its subsidiaries.
10. MATERIAL CONTRACTS.
10.1 Intercompany Agreement between CBS Corporation (now Viacom Inc.)
and the Company is incorporated by reference to Exhibit 10(x) to
the report on Form 10-K of CBS Corporation for the year ended
December 31, 1998.
10.2 Tax Sharing Agreement between CBS Corporation and the Company is
incorporated by reference to Exhibit 10(y) to the report on Form
10-K of CBS Corporation for the year ended December 31, 1998.
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<PAGE> 18
10.3 Amended and Restated Credit Agreement, dated as of December 10,
1999, among the Company, the Subsidiary Borrowers parties
thereto, CBS Corporation, as Guarantor, the Lenders named
therein, The Chase Manhattan Bank, as Documentation Agent, Morgan
Guaranty Trust Company of New York, as Administrative Agent, and
Bank of America, N.A. and The Toronto-Dominion Bank, as
Syndication Agents, is incorporated herein by reference to
Exhibit 10.8 to the Company's report on Form 10-K for the year
ended December 31, 1999.
10.4 Amendment No. 1, dated as of April 17, 2000, to the Amended and
Restated Credit Agreement, dated as of December 10, 1999, among
the Company, the Subsidiary Borrowers (as defined in the
Agreement), CBS Corporation, as Guarantor, the Lenders (as
defined in the Agreement), Bank of America, N.A. and The
Toronto-Dominion Bank, as Syndication Agents for the Lenders, The
Chase Manhattan Bank, as Documentation Agent for the Lenders, and
Morgan Guaranty Trust Company of New York, as Administrative
Agent for the Lenders, is incorporated by reference to Exhibit
10.4 to the Company's report on Form 10-Q for the quarter ended
March 31, 2000.
10.5 Five-year Credit Agreement, dated as of May 3, 2000, among the
Company, the Subsidiary Borrowers parties thereto, the Lenders
named therein, The Chase Manhattan Bank, as Administrative Agent,
Fleet National Bank and Bank of America, N.A., as Co-Syndication
Agents, and Bank of New York, as Documentation Agent, is
incorporated by reference to Exhibit 10.5 to the Company's report
on Form 10-Q for the quarter ended March 31, 2000.
10.6 364-Day Credit Agreement, dated as of May 3, 2000, among the
Company, the Subsidiary Borrowers parties thereto, the Lenders
named therein, The Chase Manhattan Bank, as Administrative Agent,
Fleet National Bank and Bank of America, N.A., as Co-Syndication
Agents, and Bank of New York, as Documentation Agent, is
incorporated by reference to Exhibit 10.6 to the Company's report
on Form 10-Q for the quarter ended March 31, 2000.
10.7 Management Agreement, dated March 30, 1999, between the Company
and Westwood One, Inc., is incorporated herein by reference to
Exhibit 10.17 to the report on Form 8-K of Westwood One, Inc.,
filed with the Securities and Exchange Commission on June 4,
1999.
10.8 Amended and Restated Representation Agreement, dated March 30,
1999, between the Company and Westwood One, Inc., is incorporated
herein by reference to Exhibit 10.18 to the report on Form 8-K of
Westwood One, Inc., filed with the Securities and Exchange
Commission on June 4, 1999.
10.9* Services Agreement, dated as of May 1, 1993, by and between
Outdoor Systems, Inc., Williams Manufacturing, Inc. and J&L
Industries, and Amendment No. 1, dated April 15, 1996, thereto,
are incorporated by reference to Exhibit 10.9 to the Company's
report on Form 10-Q for the quarter ended March 31, 2000.
10.10* Letter Agreement, dated as of September 6, 1999, between Viacom
Inc. and Mel Karmazin, is incorporated by reference to Exhibit
99.4 to the report on Form 8-K of CBS Corporation, filed with the
Securities and Exchange Commission on September 8, 1999.
10.11* First Amendment to Employment Agreement, dated December 31, 1999,
between Viacom Inc. and Mel Karmazin, is incorporated by
reference to Exhibit 10(ss) to the report on Form 10-K of CBS
Corporation for the year ended December 31, 1999.
10.12* The CBS Corporation 1991 Long-Term Incentive Plan, as amended to
July 28, 1999, is incorporated by reference to Exhibit 10.15 to
the Company's report on Form 10-Q for the quarter ended September
30, 1999.
10.13* The CBS Corporation 1993 Long-Term Incentive Plan, as amended to
July 28, 1999, is incorporated by reference to Exhibit 10.16 to
the Company's report on Form 10-Q for the quarter ended September
30, 1999.
10.14* 1998 Long-Term Incentive Plan of the Company, is incorporated by
reference to Exhibit 10.16 to the Company's report on Form 10-K
for the year ended December 31, 1999.
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<PAGE> 19
10.15* Executive Annual Incentive Plan of the Company, is incorporated
by reference to Exhibit 10.17 to the Company's report on Form
10-K for the year ended December 31, 1999.
10.16* The Westinghouse Executive Pension Plan, as amended to July 28,
1999, is incorporated by reference to Exhibit 10.20 to the
Company's report on Form 10-Q for the quarter ended September 30,
1999.
10.17* The CBS Corporation 1998 Executive Annual Incentive Plan, is
incorporated by reference to Exhibit A to the Proxy Statement of
CBS Corporation filed with the Securities and Exchange Commission
on March 25, 1998.
10.18 Form of Trademark License Agreement between CBS Worldwide Inc.
and the Company is incorporated by reference to Exhibit 10.24 to
the Company's Registration Statement No. 333-63727 on Form S-1,
Amendment No. 4, filed with the Securities and Exchange
Commission on December 4, 1998.
10.19 Form of Trademark License Agreement between CBS Broadcasting Inc.
and the Company is incorporated by reference to Exhibit 10.25 to
the Company's Registration Statement No. 333-63727 on Form S-1,
Amendment No. 4, filed with the Securities and Exchange
Commission on December 4, 1998.
10.20 Form of Trademark License Agreement between CBS Corporation and
the Company is incorporated by reference to Exhibit 10.26 to the
Company's Registration Statement No. 333-63727 on Form S-1,
Amendment No. 4, filed with the Securities and Exchange
Commission on December 4, 1998.
10.21* The Infinity Broadcasting Corporation Stock Plan for Directors is
incorporated by reference to Exhibit 10.25 to the Company's
report on Form 10-K for the year ended December 31, 1998.
10.22 Stockholders Agreement, dated May 27, 1999, among the Company,
William S. Levine, Arturo R. Moreno, Carole D. Moreno, Levine
Investments Limited Partnership and BRN Properties Limited
Partnership, is incorporated herein by reference to Exhibit 99.2
to the report on Form 8-K of Outdoor Systems, Inc., filed with
the Securities and Exchange Commission on June 3, 1999.
10.23 Amendment No. 1, dated July 15, 1999, to the Stockholders
Agreement, dated May 27, 1999, among the Company and the
stockholders named in the agreement, is incorporated herein by
reference to Exhibit 2.4 to the Company's Registration Statement
No. 333-88363 on Form S-4, filed with the Securities and Exchange
Commission on October 4, 1999.
27. FINANCIAL DATA SCHEDULE.
* Identifies management contract or compensatory plan or arrangement.
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B) REPORTS ON FORM 8-K
A Current Report on Form 8-K (Items 5 and 7), filed with the Securities and
Exchange Commission on August 15, 2000, reporting a proposal by Viacom to
acquire all of the outstanding Class B common stock of the Company not currently
owned by Viacom.
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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, on the 14th day of November, 2000.
INFINITY BROADCASTING CORPORATION
By: /s/ Farid Suleman
----------------------------------
Farid Suleman
Executive Vice President, Chief
Financial Officer and Treasurer
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