SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
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: 0-12743
PARK COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 16-0986694
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
333 E. GRACE STREET
RICHMOND, VIRGINIA 23219
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (804) 649-6000
1700 VINE CENTER OFFICE TOWER
333 WEST VINE STREET
LEXINGTON, KENTUCKY 40507
(FORMER ADDRESS)
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 NO X
ON NOVEMBER 14, 1996, THE REGISTRANT HAD OUTSTANDING 10,628,571.43
SHARES OF COMMON STOCK, $.0001 PAR VALUE.
<PAGE>
PARK COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(DOLLARS AND SHARES IN THOUSANDS EXCEPT EARNINGS PER SHARE)
(UNAUDITED)
<TABLE>
<CAPTION>
NEW PARK PERIOD
NINE MONTHS ENDED
PRO FORMA NEW PARK OLD PARK
SEPT. 30 SEPT. 30 5/11/95- 1/01/95-
1996 1995 9/30/95 5/10/95
<S> <C> <C> <C> <C>
Revenue:
Broadcasting revenue $ 57,377 $ 56,072 $ 29,336 $ 26,736
Newspaper revenue 59,110 58,045 30,864 27,181
----------- ----------- ----------- ---------
Gross revenue 116,487 114,117 60,200 53,917
Less agency and national representative commissions 8,408 8,333 4,332 4,001
----------- ----------- ----------- ---------
Net revenue 108,079 105,784 55,868 49,916
Operating expenses:
Cost of sales (exclusive of amortization and
depreciation) 44,570 40,582 20,267 20,315
Selling, general and administrative 32,641 26,484 14,976 11,508
Depreciation 6,867 6,062 3,124 2,499
Amortization 8,166 8,533 4,443 786
Amortization of excess of cost over net assets acquired 3,202 3,261 1,834 715
----------- ----------- ----------- ---------
95,446 84,922 44,644 35,823
----------- ----------- ----------- ---------
Operating income 12,633 20,862 11,224 14,093
Interest expense (46,657) (49,117) (25,468) (67)
Interest income 1,127 1,016 699 3,181
Other income (expense) (1,811) (210) 68 (10,693)
------------ ------------ ----------- ---------
(Loss) income from continuing operations
before income taxes (34,708) (27,449) (13,477) 6,514
Provision (benefit) for income taxes (12,041) (9,379) (4,605) 5,954
------------ ------------ ----------- ---------
(Loss) income from continuing operations (22,667) $ (18,070) (8,872) 560
============
(Loss) income from discontinued operations, net of
income taxes (benefit) of $(4,661) in 1996 and
$(3,056) in 1995 (6,379) (2,507) 125
Gain on sale of discontinued operations, net of income
taxes of $48,459 in 1996 49,354 --- ---
----------- ----------- ---------
Net income (loss) 20,308 (11,379) 685
Retained earnings (deficit), beginning of period (17,428) --- 263,535
------------ ----------- ---------
Retained earnings (deficit), end of period $ 2,880 $ (11,379) $ 264,220
=========== ============ =========
Earnings (loss) per share:
Continuing operations (2.05) (1.70)
Discontinued operations 3.89 ---
---------- -----------
Net earnings (loss) 1.84 (1.70)
========== ============
Average shares 11,039 10,629
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
unaudited financial statements.
<PAGE>
PARK COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(DOLLARS AND SHARES IN THOUSANDS EXCEPT EARNINGS PER SHARE)
<TABLE>
<CAPTION>
NEW PARK
THREE MONTHS ENDED
SEPT. 30 SEPT. 30
1996 1995
------------- ---------
(UNAUDITED)
<S> <C> <C>
Revenue:
Broadcasting revenue $ 19,303 $ 18,026
Newspaper revenue 20,306 19,555
------------- -------------
Gross revenue 39,609 37,581
Less agency and national representative commissions 2,817 2,625
------------- -------------
Net revenue 36,792 34,956
Operating expenses:
Cost of sales (exclusive of amortization and
depreciation) 14,312 10,948
Selling, general and administrative 12,225 11,556
Depreciation 2,288 1,994
Amortization 2,782 2,870
Amortization of excess of cost over net assets
acquired 1,031 1,285
------------- -------------
32,638 28,653
------------- -------------
Operating income 4,154 6,303
Interest expense (14,879) (16,212)
Interest income 580 399
Other income (expense) (1,595) (195)
-------------- --------------
(Loss) income from continuing operations and
before income taxes (11,740) (9,705)
Provision (benefit) for income taxes (3,861) (3,069)
-------------- --------------
(Loss) income from continuing operations (7,879) (6,636)
(Loss) income from discontinued operations, net of
income taxes (benefit) of $(1,114) in 1996 and
$(1,145) in 1995 343 (1,725)
(Loss) on sale of discontinued operations, net of
income taxes of $2,720 in 1996 (4,319) ---
-------------- -------------
Net income (loss) (11,855) (8,361)
Retained earnings (deficit), beginning of period 14,735 (3,018)
------------- --------------
Retained earnings (deficit), end of period $ 2,880 $ (11,379)
============= ==============
Earnings (loss) per share:
Continuing operations $ (0.69) $ (0.62)
Discontinued operations (0.35) (0.17)
-------------- --------------
Net earnings $ (1.04) $ (0.79)
============== ==============
Average shares 11,429 10,629
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
unaudited financial statements.
<PAGE>
PARK COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED PERIOD
NEW PARK NEW PARK OLD PARK
SEPTEMBER 30 5/11/95- 1/01/95-
1996 9/30/95 5/10/95
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ 20,308 $ (11,379) $685
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Gain on sale of discontinued operations, exclusive of
income tax (97,813) --- ---
Depreciation and amortization 20,384 11,363 5,485
Amortization of film contract rights and consulting/
non-compete contracts included in
operating expenses 2,846 1,195 2,352
Amortization of debt issue costs, debt discounts and
warrants 3,945 --- ---
Payments on film contract liabilities (2,290) (1,246) (2,117)
Payments on consulting/non-compete contracts (691) (336) (351)
Provision for losses on accounts receivable 387 623 (69)
Provision for deferred income taxes (35,789) (51) (369)
Loss on sale of property, plant and equipment 1,066 --- 856
Changes in operating assets and liabilities net of effects
from the purchase and disposal of companies:
Accounts receivable 6,775 1,218 (2,351)
Inventory and other assets 796 113 605
Accounts payable and accrued liabilities 20,380 19,601 (295)
Deferred income 3,383 (300) 332
-------- -------- -------
Net cash provided by (used in)
operating activities (56,313) 20,801 4,763
-------- -------- -------
Investing Activities:
Proceeds from (purchase of) short term investments --- (29,500) 59,431
Purchases of property, plant and equipment (9,875) (2,459) (2,000)
Proceeds from sale of property, plant, and equipment 425 --- ---
Advance to related party (600) --- ---
Proceeds from sales of discontinued operations, net
of selling expenses 228,510 --- ---
Increase in other assets (330) --- 671
-------- -------- -------
Net cash provided by (used in) investing
activities 218,130 (31,959) 58,102
-------- -------- -------
Financing Activities:
Proceeds from issuance of warrants 2,800 --- ---
Proceeds from new debt 525,151 5,000 ---
Debt issue costs (19,922) --- ---
Principal payments on long-term debt (639,004) (1,094) (267)
-------- -------- -------
Net cash used in financing activities (130,975) 3,906 (267)
-------- -------- -------
(Decrease) increase in cash 30,842 (7,252) 62,598
Cash and cash equivalents beginning of period 19,026 11,425 84,069
-------- -------- -------
Cash and cash equivalents end of period $ 49,868 $ 4,173 $ 146,667
======== ======== =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
unaudited financial statements.
PARK COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying condensed interim financial statements are unaudited; however,
in the opinion of the Company's management, all adjustments (which comprise only
normal and recurring accruals) necessary for a fair presentation of the interim
financial results have been included. The results for the interim periods are
not necessarily indicative of results to be expected for the entire year. These
financial statements and notes should be read in conjunction with the Company's
audited annual consolidated financial statements for the year ended December 31,
1995.
As discussed in the December 31, 1995 consolidated financial statements, the
Company was acquired by Park Acquisitions, Inc. on May 11, 1995 in a transaction
accounted for as a purchase. The purchase price and an allocable portion of debt
have been "pushed down" to the financial statements of the Company's wholly
owned subsidiaries, Park Broadcasting, Inc. and Park Newspapers, Inc., and, as a
result, the post-acquisition (New Park) consolidated financial statements are
not comparable to the pre-acquisition (Old Park) consolidated financial
statements.
2. DISCONTINUED OPERATIONS
As of September 30, 1996, the Company has sold all of its radio stations.
The results of the radio division are included in the single line of the income
statement labeled "(Loss) income from discontinued operations." The gain on the
sale is included in the single line on the income statement labeled "Gain on
sale of discontinued operations." The corporate operating expenses allocated to
radio are $463,000 for the nine-month period ended September 30, 1996, $183,000
for the period of 1/1/95 - 5/10/95, and $200,000 for the period of 5/11/95 -
9/30/95. The corporate overhead allocated to radio for the quarter ended
September 30 was $35,000 for 1996 and $128,000 for 1995. The following is a
summary of revenue and income (loss) of the radio broadcasting properties for
the nine months and three months ended September 30 (dollars in thousands):
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue $ 14,023 $ 23,974 $ 713 $ 11,570
=========== =========== =========== ===========
Operating (loss) income $ (465) $ 2,391 $ 379 $ 1,263
============ =========== =========== ===========
</TABLE>
3. REFINANCING
On May 13, 1996, Park Communications, Inc. (the "Company") refinanced its
existing debt through the issuance of three separate debt offerings and a short
term Senior Credit Facility. The Company issued $80.0 million in principal
amount of 13 3/4% Senior Pay-in-Kind Notes due 2004 (the "Offering"). Interest
on such notes (the "Notes") will be payable semi-annually in arrears on May 15
and November 15 of each year, commencing November 15, 1996. Through May 15,
1999, interest is payable at the option of the Company by the issuance of
additional notes in lieu of cash. After May 15, 1999, interest is payable in
cash. The Notes were issued with warrants entitling the holder to purchase one
share of Common Stock, par value $0.0001 per share, of the Company at an
exercise price of $0.01 per share. The warrants will be exercisable at any time
on or after the date of the occurrence of the earliest of: (i) immediately prior
to the occurrence of a Change of Control, (ii) the 180th day (or such fewer
number of days as determined by the Company in its sole discretion) after the
consummation of a Public Equity Offering, (iii) the 90th day after the
Registration Election Date (which is on or within a date 60 days after May 15,
2001), (iv) the approval by the holders of the capital stock of the Company of
any Plan of Liquidation of the Company and (v) the 180th day prior to May 15,
2004. The number of shares of Common Stock of the Company for which, and the
price per share at which, a warrant is exercisable are subject to adjustment
upon the occurrence of certain events as provided in the Warrant Agreement. Upon
exercise, the holders of warrants would be entitled in the aggregate to purchase
7% of the Common Stock of the Company on a fully diluted basis. In addition, in
the event the Company does not consummate a Public Equity Offering or one or any
series of
<PAGE>
substantially concurrent Strategic Equity Investments on or prior to
December 31, 1997, resulting in net proceeds to the Company of $40.0 million,
the Company will be obligated to issue warrants (contingent warrants) to the
holders of the Notes exercisable for 3% of the Common Stock of the Company on a
fully diluted basis as of the date of such issuance. The proceeds of the
Offering were allocated to the Notes and warrants based on their relative fair
values in the amounts of $77.2 and $2.8 million, respectively. The $2.8 million
allocated to the warrants were recorded as additional paid in capital on the
Company's financial statements. Concurrently with the Offering, Park Newspapers,
Inc. issued $155.0 million in principal amount of 11 7/8% Senior Notes due 2004
("Newspapers Notes") at an offering price of 100%, and Park Broadcasting, Inc.
issued $241.0 million in principal amount of 11 3/4% Senior Notes due 2004
("Broadcasting Notes") at an offering price of 97.49% or $235.0 million. Such
discount on the Broadcasting Notes will be amortized over the life of the
Broadcasting Notes using the effective yield method. Interest on the
Broadcasting Notes and the Newspapers Notes will be payable in cash
semi-annually on May 15 and November 15 of each year, commencing November 15,
1996.
The Company will be obligated to make an offer to repurchase all or a portion of
the Notes then outstanding at a price equal to 112% of the aggregate principal
amount thereof plus accrued and unpaid interest, if any, to the date of
repurchase with the net proceeds of any Public Equity Offering or Strategic
Equity Investment consummated on or prior to December 31, 1997, to the extent
that the proceeds therefrom have not been (or will not be pursuant to a notice
of redemption given) utilized to effect a redemption of the Notes and the amount
not so utilized exceeds $2.0 million. Upon a Change of Control Triggering Event,
each holder of the Notes will have the right to require the Company to offer to
purchase such holder's Notes at a price equal to 101% of the principal amount
plus accrued and unpaid interest, if any, to the date of purchase. In addition,
the Company will be obligated to offer to repurchase the Notes at 100% of their
principal amount plus accrued and unpaid interest, if any, to the date of
repurchase in the event of certain asset sales.
The Notes are collateralized by a first priority security interest in and lien
on the capital stock of Park Newspapers, Inc. and Park Broadcasting, Inc. The
Notes, Broadcast Notes and Newspaper Notes were issued under indentures
containing covenants which, among other things, limit or restrict the Company's
ability to incur additional indebtedness, pay cash dividends or make other
payments affecting restricted subsidiaries, sell assets, incur liens, make
capital contributions, change lines of business and enter into transactions with
affiliates.
In addition to the above offerings, the Company entered into a short term $58.0
million Senior Credit Facility with a consortium of lenders. Interest was
payable at a variable rate and the debt was due on November 13, 1996. Such
amount borrowed under the Senior Credit Facility was repaid entirely in May and
June of 1996 with the proceeds of the sale of certain Radio Station Assets.
Interest expense under the Senior Credit Facility of $2,657,000 has been
included in discontinued operations.
4. SALE OF COMPANY
On July 19, 1996, the stockholders of Park Acquisitions, Inc., the sole
stockholder of the Company, agreed to sell 100% of their stock in a cash merger
to Media General, Inc. for total consideration of approximately $710.0 million.
Consummation of the merger is subject to certain conditions, including receipt
of the consent of the Federal Communications Commission to the transfer of
control. The consent of FCC transfer of control occurred on December 10, 1996.
The sale of the Company would constitute a change of control as contemplated by
the Notes and the related warrant agreement as discussed in Note 3.
5. COMMITMENTS
The board of directors and shareholders of the Company, on July 22, 1996,
approved termination benefits totaling $2,917,000 to be paid to certain
employees. Such payments are contingent on the closing of the business
combination with Media General, Inc. and the employees remaining with the
Company through the consummation date. The Company's liability for termination
benefits will be recognized in the Company's financial statements when the
business combination is consummated.
6. SUBSEQUENT EVENTS
On October 10, 1996, the Company exchanged (i) $236,000,000 in principal amount
of its Park Broadcasting, Inc. Series B 11 3/4% Senior Notes due 2004 (the "PBI
Series B Notes") for a like amount of its 11 3/4% Senior Notes due 2004 (the
"PBI Initial Notes"), (ii) $155,000,000 in principal amount of its Park
Newspapers, Inc. Series B 11
<PAGE>
7/8% Senior Notes due 2004 (the "PNI Series B Notes") for a like amount of its
11 7/8% Senior Notes due 2004 (the "PNI Initial Notes"), and (iii) $80,000,000
in principal amount of its Park Communications, Inc. Series B 13 3/4% Senior
Pay-in-Kind Notes due 2004 (the "PCI Series B Notes") for a like amount of its
13 3/4% Senior Pay-in-Kind Notes due 2004 (the "PCI Initial Notes").
The exchange was made in connection with the Company's exchange offers made
pursuant to a Prospectus for each issue, dated September 6, 1996. The form and
term of the PBI Series B Notes, the PNI Series B Notes and the PCI Series B
Notes are the same as the form and terms of the PBI Initial Notes, the PNI
Initial Notes and the PCI Initial Notes, respectively, which they replace,
except that each Series B note bears the "Series B" designation and each issue
has been registered under the Securities Act of 1933, as amended, and therefore,
do not bear legends restricting their transfer. $5,000,000 in principal amount
of the PBI Initial Notes were not tendered by holders of the PBI Initial Notes
in their exchange offer and, therefore, remain outstanding.
7. CONTINGENCIES
The Company is subject to lawsuits, investigations and claims arising out of the
normal course of its business, including those relating to commercial
transactions as set forth below.
The Company's Birmingham television station is one of 23 named defendants in a
class action lawsuit filed against all of the television stations in Alabama
based upon advertising placed during the general election of 1992. The complaint
alleged the defendant television stations overcharged the plaintiffs by failing
to give political candidates the "lowest unit rate" for campaign advertising.
The complaint seeks an unspecified amount of compensatory and punitive damages.
Although the case has been pending for nearly 5 years, it is still in the
initial stages and very little discovery has been undertaken. Legal counsel to
the Company has not been able to form an opinion on the merits of the claims due
to the early state of discovery. However, management believes that the outcome
of such claims will not have a material adverse effect on the Company's
financial position, results of operations or cash flows and intends to
vigorously contest the claims made by the plaintiffs in such litigation.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Park Communications, Inc.
January 21, 1997 /s/ MARSHALL N. MORTON
- ----------------------- ---------------------------
Marshall N. Morton
Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 49,868
<SECURITIES> 0
<RECEIVABLES> 20,141
<ALLOWANCES> 759
<INVENTORY> 937
<CURRENT-ASSETS> 75,174
<PP&E> 75,484
<DEPRECIATION> 11,954
<TOTAL-ASSETS> 670,756
<CURRENT-LIABILITIES> 53,161
<BONDS> 468,000
0
0
<COMMON> 1
<OTHER-SE> 5,436
<TOTAL-LIABILITY-AND-EQUITY> 670,756
<SALES> 108,079
<TOTAL-REVENUES> 108,079
<CGS> 44,570
<TOTAL-COSTS> 44,570
<OTHER-EXPENSES> 18,235
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 46,657
<INCOME-PRETAX> (34,708)
<INCOME-TAX> (12,041)
<INCOME-CONTINUING> (22,667)
<DISCONTINUED> 42,975
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20,308
<EPS-PRIMARY> 1.91
<EPS-DILUTED> 0
</TABLE>
