<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 1996
COMMISSION FILE NUMBER 33-64546
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NEW WORLD TELEVISION INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 59-2813891
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3200 WINDY HILL ROAD
SUITE 1100 - WEST
ATLANTA, GEORGIA 30339
(Address of principal executive offices)
(770) 955-0045
(Registrant's telephone 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 AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS: YES X NO
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS FILED ALL DOCUMENTS AND
REPORTS REQUIRED TO BE FILED BY SECTION 12, 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 SUBSEQUENT TO THE DISTRIBUTION OF SECURITIES UNDER A PLAN
CONFIRMED BY A COURT. YES X NO
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
AS OF NOVEMBER 12, 1996 THE REGISTRANT HAD 100 SHARES OF COMMON STOCK, PAR
VALUE $0.01 PER SHARE, OUTSTANDING, ALL OF WHICH WERE INDIRECTLY HELD BY NEW
WORLD COMMUNICATIONS GROUP INCORPORATED.
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NEW WORLD TELEVISION INCORPORATED
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
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<S> <C>
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet
September 30, 1996 and December 31, 1995 .................... I-1
Condensed Consolidated Statement of Operations
Three months ended September 30, 1996 and 1995 .............. I-2
Condensed Consolidated Statement of Operations
Nine Months Ended September 30, 1996 and 1995 ............... I-3
Consolidated Statement of Stockholder's Equity ................... I-4
Condensed Consolidated Statement of Cash Flows
Nine Months Ended September 30, 1996 and 1995 ............... I-5
Notes to Condensed Consolidated Financial Statements ............. I-6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ................................... I-11
</TABLE>
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PART II. OTHER INFORMATION
<TABLE>
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Page
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<S> <C> <C>
Item 1. Legal Proceedings ................. II-1
Item 2. Changes in Securities ............. II-1
Item 3. Defaults Upon Senior Securities ... II-1
Item 4. Submission of Matters to a
Vote of Security-Holders ........ II-1
Item 5. Other Information ................. II-1
Item 6. Exhibits and Reports on Form 8-K .. II-1
Signatures......................... II-2
</TABLE>
<PAGE> 4
NEW WORLD TELEVISION INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- -----------
(UNAUDITED)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . $ 16,017 $ 20,391
Receivables . . . . . . . . . . . . . . . . . . 52,634 62,062
Television program contract rights . . . . . . . 20,150 15,529
Prepaid expenses . . . . . . . . . . . . . . . . 2,466 1,615
Deferred income taxes . . . . . . . . . . . . . 3,120 3,120
-------- --------
Total current assets. . . . . . . . . . . . . . 94,387 102,717
Property, plant and equipment . . . . . . . . . . . 110,590 114,928
Television program contract rights. . . . . . . . . 4,823 4,134
Intangible assets . . . . . . . . . . . . . . . . . 560,051 576,539
Note receivable from related party
and other assets. . . . . . . . . . . . . . . . . 32,978 25,608
-------- --------
$802,829 $823,926
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued expenses. . . . . . $ 18,922 $ 27,632
Income taxes payable . . . . . . . . . . . . . . 3,596 3,978
Payable to related parties . . . . . . . . . . . 413 3,647
Television program contracts payable . . . . . . 21,265 18,262
Current portion of long-term debt. . . . . . . . 5,967 5,967
-------- --------
Total current liabilities. . . . . . . . . . . 50,163 59,486
Non-current television program contract payable . . 6,170 4,499
Long-term debt. . . . . . . . . . . . . . . . . . . 505,002 509,767
Other non-current liabilities . . . . . . . . . . . 19,524 20,049
Deferred income taxes . . . . . . . . . . . . . . . 78,547 78,360
Commitments and contingencies
Stockholder's equity:
Common stock, $.01 par value, 40,000,000 shares
authorized, 100 shares issued and outstanding .
Additional paid-in capital . . . . . . . . . . . 184,696 184,696
Accumulated deficit. . . . . . . . . . . . . . . (41,273) (32,931)
-------- --------
Total stockholder's equity. . . . . . . . . . . 143,423 151,765
-------- --------
$802,829 $823,926
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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NEW WORLD TELEVISION INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
-------- --------
1996 1995
-------- --------
<S> <C> <C>
Net revenue. . . . . . . . . . . . . . . . . . . . . . $ 56,541 $ 51,226
Operating expenses . . . . . . . . . . . . . . . . . . 39,088 38,685
Depreciation and amortization of intangible assets . . 9,340 8,435
Corporate expenses . . . . . . . . . . . . . . . . . . 1,860 2,183
-------- --------
Income from operations. . . . . . . . . . . . . . . . 6,253 1,923
-------- --------
Other income (expense):
Interest income . . . . . . . . . . . . . . . . . . . 982 764
Interest expense. . . . . . . . . . . . . . . . . . . (13,098) (13,286)
Other . . . . . . . . . . . . . . . . . . . . . . . . (15) -
-------- --------
Other income (expense), net . . . . . . . . . . . . (12,131) (12,522)
-------- --------
Loss before income taxes. . . . . . . . . . . . . . . (5,878) (10,599)
Benefit for income taxes . . . . . . . . . . . . . . . 1,105 2,939
-------- --------
Net income (loss). . . . . . . . . . . . . . . . . $ (4,773) $ (7,660)
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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NEW WORLD TELEVISION INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------- --------
1996 1995
-------- --------
<S> <C> <C>
Net revenue . . . . . . . . . . . . . . . . . . . . . . $176,547 $167,637
Operating expenses . . . . . . . . . . . . . 114,622 121,359
Depreciation and amortization of intangible assets . . . 27,311 26,512
Corporate expenses . . . . . . . . . . . . . . . . . . . 5,505 5,173
-------- --------
Income from operations . . . . . . . . . . . . . . . . 29,109 14,593
-------- --------
Other income (expense):
Interest income . . . . . . . . . . . . . . . . . . . . 2,494 2,548
Interest expense . . . . . . . . . . . . . . . . . . . (39,340) (41,995)
Gain on sale of WSBK-TV . . . . . . . . . . . . . . . . - 40,471
Other . . . . . . . . . . . . . . . . . . . . . . . . . (44) 7
-------- --------
Other income (expense), net . . . . . . . . . . . . (36,890) 1,031
-------- --------
Income (loss) before income taxes. . . . . . . . . . . . (7,781) 15,624
Provision for income taxes . . . . . . . . . . . . . . . (561) (32,570)
-------- --------
Net loss. . . . . . . . . . . . . . . . . . . . . . $ (8,342) $(16,946)
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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NEW WORLD TELEVISION INCORPORATED
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN ACCUMULATED
STOCK CAPITAL DEFICIT TOTAL
------- --------- ------------ ------
<S> <C> <C> <C> <C>
Balance at December 31, 1995 . . . $ $184,696 $(32,931) $151,765
Net loss . . . . . . . . . . . . . - - (8,342) (8,342)
------ -------- -------- --------
Balance at September 30, 1996. . . $ $184,696 $(41,273) $143,423
====== ======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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<PAGE> 8
NEW WORLD TELEVISION INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1996 1995
--------- ----------
<S> <C> <C>
Cash flow from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . $ (8,342) $ (16,946)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Gain on sale of WSBK-TV . . . . . . . . . . . . . . . - (40,471)
Deferred tax provision . . . . . . . . . . . . . . . 187 24,970
Depreciation and amortization of intangible assets 27,311 26,512
Television program contract rights
amortization over (under) payments . . . . . . . . . (636) 1,835
Noncash interest expense . . . . . . . . . . . . . . 283 643
Increase in receivables and other assets . . . . . . 8,489 3,452
Increase (decrease) in liabilities . . . . . . . . . (12,915) (5,582)
-------- ---------
Total adjustments. . . . . . . . . . . . . . . . . . 22,719 11,359
-------- ---------
Net cash provided by (used in) operating activities. . . 14,377 (5,587)
Cash flow from investing activities:
Proceeds from sale of WSBK-TV. . . . . . . . . . . . . - 107,500
Investment in Program Co . . . . . . . . . . . . . . . (7,500) (7,500)
Capital expenditures . . . . . . . . . . . . . . . . . (6,486) (8,732)
-------- ---------
Net cash provided by (used in) investing activities. . (13,986) 91,268
Cash flow from financing activities:
Repayment of debt. . . . . . . . . . . . . . . . . . . (4,765) (104,787)
-------- ---------
Net cash used in financing activities. . . . . . . . . (4,765) (104,787)
-------- ---------
Net decrease in cash. . . . . . . . . . . . . . . . . . . (4,374) (19,106)
Cash balance, beginning of period . . . . . . . . . . . . 20,391 28,823
-------- ---------
Cash balance, end of period . . . . . . . . . . . . . . . $ 16,017 $ 9,717
======== =========
Supplemental disclosures:
Cash paid for interest . . . . . . . . . . . . . . . . $ 49,466 $ 51,287
======== =========
Purchase of television program contract rights . . . . $ 23,236 $ 24,772
======== =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
I-5
<PAGE> 9
NEW WORLD TELEVISION INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(unaudited)
New World Television Incorporated ("NW Television" or the "Company"), is
a wholly-owned subsidiary of New World Communications Group Incorporated
("NWCG").
The Company owns the capital stock and other assets of six broadcast
television stations (the "Stations") and certain related companies (the
"Broadcast Subsidiaries").
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INTERIM REPORTING
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles and the rules and regulations of the Securities and Exchange
Commission. In the opinion of management the statements reflect all
adjustments, which are of a normal recurring nature, necessary to present
fairly the Company's financial position, results of operations and cash
flows for the unaudited interim periods presented. Results for the
interim periods presented are not necessarily indicative of the results
which might be expected for the entire year. The unaudited condensed
consolidated financial statements should be read in conjunction with the
audited financial statements for the year ended December 31, 1995.
2. PROPOSED MERGER WITH NEWS CORP.
NWCG, NWCG (Parent) Holdings Corporation, a Delaware corporation and a
subsidiary of Andrews Group Incorporated ("NWCGP"), NWCG Holdings
Corporation, a Delaware corporation and a subsidiary of NWCGP
("Holdings"), and The News Corporation Limited, a South Australia
corporation ("News Corp."), entered into a binding Memorandum of
Understanding, dated as of July 17, 1996 (the "Agreement"). The
Agreement provides that the parties thereto may execute definitive
agreements to consummate the transactions contemplated by the Agreement.
On September 24, 1996, the parties entered into definitive agreements in
furtherance of the transactions contemplated by the Agreement.
Fox Television Stations, Inc. ("Fox"), a corporation in which News Corp.
has an indirect interest, will acquire all of the shares of Common Stock
of NWCG (other than any shares owned, directly or indirectly, by News
Corp. or any News Corp. Subsidiary or as to
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NEW WORLD TELEVISION INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(unaudited)
which dissenters' rights are properly exercised) ("Common Stock") and
NWCG will become a subsidiary of Fox. The term "News Corp. Subsidiary"
means any subsidiary of News Corp., Twentieth Holdings Corporation, a
Delaware corporation in which News Corp. has an indirect interest
("THC"), or any other subsidiary of THC, including Fox. Immediately
prior to the time (the "Effective Time") the certificate of merger
relating to the Merger, filed with the Secretary of State of Delaware,
becomes effective pursuant to the General Corporation Law of the State of
Delaware (the "DGCL"), Fox will purchase (the "Stock Purchase") from NWCG
Parent, pursuant to the Stock Purchase Agreement, 2,682,236 shares of
NWCG Class B Common Stock ("Class B Common Stock") owned by NWCG Parent
and all of the outstanding shares of capital stock of NWCG Holdings
Corporation, a Delaware corporation and a wholly owned subsidiary of NWCG
Parent ("NWCG Holdings"). NWCG Parent and NWCG Holdings are affiliates
of Mafco Holdings Inc., a Delaware corporation ("Mafco"), which is
wholly owned by Mr. Ronald O. Perelman, the Chairman of the Board of
Directors of NWCG. The principal asset of NWCG Holdings consists of
34,510,000 shares of Class B Common Stock. As of September 30, 1996,
NWCG Parent and NWCG Holdings owned, in the aggregate, 37,192,236 shares
of Class B Common Stock, representing approximately 52% of the
outstanding Common Stock and approximately 90% of the outstanding voting
power of the outstanding Common Stock. The consideration for such
purchase will be 1.45 American Depository Shares of News Corp. ("ADSs"),
each of which represents four fully-paid and non-assessable Preferred
Limited Voting Ordinary Shares of A$.50 each of News Corp., for each
share of Common Stock directly or indirectly acquired by Fox, with the
aggregate number of ADSs issued to NWCG Parent reduced to approximate the
accreted amount of certain indebtedness of NWCG Holdings outstanding as
of the Effective Time. Pursuant to the Merger Agreement, (a) each
outstanding share of Common Stock (other than any shares owned, directly
or indirectly, owned by News Corp. or any News Corp. Subsidiary,
including the shares purchased pursuant to the Stock Purchase Agreement,
and any shares of Class B Common Stock as to which dissenters' rights are
properly exercised) will be converted into the right to receive 1.45
ADSs; (b) pursuant to the DGCL, conversion of the shares of NWCG Series A
Preferred Stock ("Series A Preferred Stock") into ADSs pursuant to the
Merger Agreement requires the approval of the Merger Proposal by a
majority of the issued and outstanding shares of Series A Preferred Stock
(the "Series A Approval"); if the Series A Approval is obtained, each
issued and outstanding share of Series A Preferred Stock (other than any
shares owned, directly or indirectly, by News Corp. or any News Corp.
Subsidiary and any shares as to which dissenters' rights are properly
exercised) will be converted into the right to receive the number of ADSs
equal to the product of (i) 1.45 times (ii) the number of shares of Class
B Common Stock that a holder of such share of Series A Preferred Stock
would have received if such share of Series A Preferred Stock had been
converted
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NEW WORLD TELEVISION INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(unaudited)
into shares of Class B Common Stock immediately prior to the Effective
Time; and (c) pursuant to the DGCL, conversion of the shares of NWCG
Series E Preferred Stock ("Series E Preferred Stock") into ADSs pursuant
to the Merger Agreement requires the approval of the Merger Proposal by a
majority of the issued and outstanding shares of Series E Preferred Stock
(the "Series E Approval"); if the Series E Approval is obtained, each
issued and outstanding share of Series E Preferred Stock (other than any
shares owned, directly or indirectly, by News Corp. or any News Corp.
Subsidiary and any shares as to which dissenters' rights are properly
exercised) will be converted into the right to receive the number of ADSs
equal to the product of (i) 1.45 times (ii) the number of shares of Class
A Common Stock that a holder of such share of Series E Preferred Stock
would have received if such share of Series E Preferred Stock had been
converted into shares of Class A Common Stock immediately prior to the
Effective Time. The transactions contemplated by the Merger Agreement
and the Stock Purchase Agreement are referred to herein as the
"Transaction."
Pursuant to a Voting Agreement, dated as of September 24, 1996, among
Fox, NWCG Parent and NWCG Holdings (the "NWCG Parent Voting Agreement"),
NWCG Parent and NWCG Holdings agreed to vote for the Merger Proposal and
the Charter Proposal. Accordingly, approval of the Merger Proposal and
the Charter Proposal is assured regardless of the vote of any other
stockholder of NWCG. In addition, pursuant to a Voting Agreement, dated
as of September 24, 1996, among Apollo Advisors, L.P. ("Apollo"), News
Corp. and Fox (the "Apollo Voting Agreement"), Apollo agreed, with
respect to itself and its affiliates, as the sole holder of the issued
and outstanding shares of Series A Preferred Stock, to vote, or cause to
be voted, any shares of NWCG capital stock owned as of the Record Date
for the Merger Proposal and the Charter Proposal. As of September 30,
1996, Apollo and its affiliates owned all of the issued and outstanding
shares of Series A Preferred Stock. Accordingly, receipt of the Series A
Approval is assured.
Affiliates of Mafco have also entered into certain other agreements in
connection with the Transaction. Pursuant to a Purchase and Sale
Agreement, dated as of September 24, 1996, between 1440 Sepulveda Limited
Partnership, a California limited partnership (the "1440 Partnership"),
and Fox (the "Real Estate Agreement"), Fox agreed to purchase (the "Real
Estate Purchase") the land, building and related improvements where New
World's principal Los Angeles office is located (the "Real Property").
The aggregate purchase price to be paid by Fox under the Real Estate
Agreement is $50 million. Pursuant to the Assignment and Assumption
Agreement, dated as of September 24, 1996, between Four Star Holdings
Corp., a Delaware corporation and an affiliate of Mafco ("Four Star
Holdings"), and Fox (the "Four Star Agreement"), Fox agreed to assume an
aggregate of
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<PAGE> 12
NEW WORLD TELEVISION INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(unaudited)
$46.2 million principal amount of debt of Four Star Holdings. The
liabilities represented by the Four Star Notes (as defined herein) were
retained by Four Star Holdings at the time of the 1994 reorganization of
NWCG that included the transfer by an affiliate of Mafco of New World
Entertainment Ltd., a Delaware corporation ("NW Entertainment"), to NWCG.
Pursuant to a Guaranty, dated as of September 24, 1996, Mafco has agreed
to guarantee the payment and performance of certain obligations of its
affiliates pursuant to the Stock Purchase Agreement, the NWCG Parent
Voting Agreement, the Real Estate Agreement and the Four Star Agreement.
Similarly, News Corp. has entered into a Guaranty, dated as of September
24, 1996, pursuant to which News Corp. has agreed to guarantee the
payment and performance by Fox of its obligations pursuant to the Merger
Agreement, the Stock Purchase Agreement (including the registration
rights agreement attached, thereto), the NWCG Parent Voting Agreement,
the Real Estate Agreement and the Four Star Agreement.
The consummation of the transactions contemplated by the Real Estate
Agreement is conditioned upon the satisfaction or waiver of all
conditions of the Merger other than consummation of the Real Estate
Purchase. The consummation of the transactions contemplated by the Four
Star Agreement is similarly conditioned upon satisfaction or waiver of
all conditions to the Merger other than those relating to the Four Star
Agreement. The consummation of the transactions contemplated by the Stock
Purchase Agreement is conditioned upon, among other things, satisfaction
or waiver of all conditions to the Merger (including the Real Estate
Purchase and the consummation of the transactions contemplated by the
Four Star Agreement), other than the Stock Purchase.
The Merger and the other transactions are conditioned on one another and
the Merger is subject to certain other conditions, including regulatory
approvals and the approval of the shareholders of NWCG. On November 7,
1996, the FCC issued an order, subject to finality, granting approval of
the Merger and the Stock Purchase Agreement. There can be no assurance
that all of the conditions to the consummation of the Merger will be
satisfied. No effects of the proposed merger with News Corp. are
reflected in the accompanying unaudited condensed consolidated financial
statements.
3. SALE OF THE BOSTON STATION AND PRO FORMA FINANCIAL INFORMATION
In March 1995 the Company sold its investment in WSBK-TV (the "Boston
Station") for gross proceeds of $107.5 million. The Company repaid $19.5
million of the Bank Credit Agreement Loans in March 1995 and $77.3
million of the Step-Up Notes in April 1995 from the net proceeds of the
Boston Station sale.
I-9
<PAGE> 13
NEW WORLD TELEVISION INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(unaudited)
The following condensed pro-forma financial information gives effect, as
of January 1, 1995, to the sale of the Boston Station and the repayment
of debt with the net proceeds from the sale. The pro forma financial
information does not necessarily reflect the future results or the
results that would have occurred had these transactions actually occurred
on January 1, 1995.
<TABLE>
<CAPTION>
Pro Forma Nine
Months Ended
September 30,
1995
------------
<S> <C>
Net revenue $161,896
Net loss $(20,566)
=========
</TABLE>
4. PENDING DISPOSITION
In May 1996 the Company entered into an agreement to sell substantially
all of the assets of KNSD-TV (the "San Diego Station") to National
Broadcasting Company, Inc. ("NBC") for $225 million, subject to certain
adjustments. The San Diego Station sale is expected to be completed in
the fourth quarter of 1996 and is subject to various closing conditions
including regulatory approval which was granted on November 7, 1996.
I-10
<PAGE> 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and
results of operations of the Company should be read in conjunction with the
accompanying unaudited condensed consolidated financial statements and related
notes of the Company and its annual report for the year ended December 31,
1995. No effects of the proposed merger with News Corp. are reflected in the
accompanying unaudited condensed consolidated financial statements (Note 2).
RESULTS OF OPERATIONS
Three months ended September 30, 1996 Compared to 1995. Net revenue
increased $5.3 million or 10.4% in 1996 over 1995. The increase for the six
original stations is due to political advertising and the recovery of a portion
of the market share enjoyed prior to the Fox conversion. The Company had
expected the conversion to Fox to result in an initial decline in revenues.
Depreciation and amortization of intangible assets increased approximately
$.9 million or 10.7% due to routine purchases of broadcast equipment.
Nine Months Ended September 30, 1996 Compared to 1995. Net revenue
increased $8.9 million or 5.3% in 1996 over 1995. The increase reflects an
increase of $14.6 million for the six original stations owned for both periods
offset by a decrease of $5.7 million reflecting the sale of the Boston Station
in March of 1995. The increase for the six original stations is due to
political advertising and the recovery of a portion of the market share enjoyed
prior to the Fox conversion. The Company had expected the conversion to Fox to
result in an initial decline in revenues.
Operating expenses decreased $6.7 million due primarily to a decrease of
$6.2 million reflecting the sale of the Boston Station in March 1995 and a
decrease of $.5 million for the original six stations due primarily to lower
programming contract costs in 1996.
The decrease in interest expense of $2.7 million reflects the reduced
principal balance of debt due to debt payments.
The income tax expense in 1995 resulted primarily from the recognition of
income taxes on the sale of the Boston Station. The liability associated with
these taxes was offset by utilization of pre-Plan Effective Date net operating
losses. The utilization was reflected as a reduction of excess reorganization
value.
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<PAGE> 15
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Company has total outstanding debt of $511.0
million. The decrease in debt from December 31, 1995 reflects the repayment of
$4.8 million of the Step-Up Notes as a scheduled payment.
The Company plans to reduce certain of its debt with the proceeds from the
pending sale of the San Diego Station to NBC. The gross proceeds from the sale
of the San Diego Station of $225 million, subject to certain adjustments, will
be used to pay off the Bank Credit Agreement Loans and to offer to repurchase
all of the outstanding Step-Up Notes and a portion of the 11% Notes. There is
no guarantee that the offers made to repurchase the Step-Up Notes and the 11%
Notes will be accepted by all of the holders; any remaining net proceeds will
be available for use by the Company as permitted by its various debt
instruments.
The Merger will result in a change of control under certain of the
Company's debt agreements, which will result in an event of default thereunder
or give the holders of such debt the right to require the Company to repurchase
such indebtedness. No effect of a change in control is reflected in the
accompanying unaudited condensed consolidated financial statements.
The Company's capital budget for 1996 is approximately $11.1 million. In
connection with the broadcast stations' change in affiliation to the Fox
Network, the stations provide more locally-produced programming which requires
additional capital expenditures and operating expenses.
Under the terms of its debt agreements, under certain circumstances, the
Company may invest up to an aggregate of $7.5 million annually in a venture
involved in production of first-run television programming, the syndication of
such programming, the operation of a national sales representative firm or
other television programming and distribution activities. The Company made an
investment of preferred stock and debt in an affiliated company aggregating
$30.0 million as of September 30, 1996.
I-12
<PAGE> 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The registrant and its subsidiaries are defendants in a number of lawsuits
which have arisen in the ordinary course of business. The registrant is
insured for a substantial portion of any potential losses and believes the
ultimate resolution of these matters will not have a material adverse affect on
the registrant.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities.
(a) Not applicable.
(b) Not applicable.
Item 4. Submission of Matters to a Vote of Security-Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
27 Financial Data Schedule (for SEC use only)
(b) Reports filed on Form 8-K:
May 22, 1996 (Items 5 and 7).
July 17, 1996 (Items 1 and 7).
October 7, 1996 (Items 1 and 7).
II-1
<PAGE> 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
NEW WORLD TELEVISION INCORPORATED
(Registrant)
By: \s\ Joseph P. Page
--------------------
Joseph P. Page
Vice President and
Chief Financial Officer
Dated: November 13, 1996
II-2
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
27 Financial Data Schedule (for SEC use only).
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 1996 (UNAUDITED) AND THE
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1996 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 16,017
<SECURITIES> 0
<RECEIVABLES> 52,634
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 94,387
<PP&E> 110,590
<DEPRECIATION> 0
<TOTAL-ASSETS> 802,829
<CURRENT-LIABILITIES> 50,163
<BONDS> 505,002
0
0
<COMMON> 0
<OTHER-SE> 143,423
<TOTAL-LIABILITY-AND-EQUITY> 802,829
<SALES> 0
<TOTAL-REVENUES> 176,547
<CGS> 0<F1>
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 39,340
<INCOME-PRETAX> (7,781)
<INCOME-TAX> 561
<INCOME-CONTINUING> (8,342)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,342)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> Total costs and expenses applicable to sales and revenues are not
separately disclosed on the condensed consolidated statement of operations
for the nine months ended September 30, 1996 (unaudited)
</FN>
</TABLE>
