SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For the fiscal year ended September 30, 2000
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _______________
Commission File No. 333-02302
ALLBRITTON COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 74-1803105
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
808 Seventeenth Street, N.W., Suite 300
Washington, D.C. 20006-3910
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (202)789-2130
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the disclosure of delinquent filers pursuant to item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
[X]
Indicate by check mark whether this 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 [ ]
The aggregate market value of the registrant's Common Stock held by
non-affiliates is zero.
As of December 28, 2000, there were 20,000 shares of Common Stock, par value
$.05 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
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As used herein, unless the context otherwise requires, the term "ACC" or the
"Company" refers to Allbritton Communications Company. Depending on the context
in which they are used, the following "call letters" refer either to the
corporate owner of the station indicated or to the station itself: "WJLA" refers
to WJLA-TV, a division of ACC (operator of WJLA-TV, Washington, D.C.); "WHTM"
refers to Harrisburg Television, Inc. (licensee of WHTM-TV, Harrisburg,
Pennsylvania); "KATV" refers to KATV, LLC (licensee of KATV, Little Rock,
Arkansas); "KTUL" refers to KTUL, LLC (licensee of KTUL, Tulsa, Oklahoma);
"WCIV" refers to WCIV, LLC (licensee of WCIV, Charleston, South Carolina);
"WSET" refers to WSET, Incorporated (licensee of WSET-TV, Lynchburg, Virginia);
"WCFT" refers to WCFT-TV, Tuscaloosa, Alabama; "WBMA" refers to WBMA-LP,
Birmingham, Alabama; and "WJSU" refers to WJSU-TV, Anniston, Alabama. The term
"ATP" refers to Allbritton Television Productions, Inc. and the term "Perpetual"
refers to Perpetual Corporation, which is controlled by Joe L. Allbritton,
Chairman of ACC. "AGI" refers to Allbritton Group, Inc., which is controlled by
Perpetual and is ACC's parent. "Westfield" refers to Westfield News Advertiser,
Inc., an affiliate of ACC that is wholly-owned by Joe L. Allbritton. "Allfinco"
refers to Allfinco, Inc., a wholly-owned subsidiary of ACC. "Harrisburg
Television" refers to Harrisburg Television, Inc., an 80%-owned subsidiary of
Allfinco. "TV Alabama" refers to TV Alabama, Inc., an 80%-owned subsidiary of
Allfinco that owns WCFT, WJSU and WBMA. "Allnewsco" refers to ALLNEWSCO, Inc.,
an affiliate of ACC that is an 80%-owned subsidiary of Perpetual. "RLA Trust"
refers to the Robert Lewis Allbritton 1984 Trust for the benefit of Robert L.
Allbritton, President and a Director of ACC, that owns 20% of Allnewsco. "RLA
Revocable Trust" refers to the trust of the same name that owns 20% of each of
Harrisburg Television and TV Alabama.
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TABLE OF CONTENTS
PAGE
Part I
Item 1. Business.............................................................1
Item 2. Properties..........................................................15
Item 3. Legal Proceedings...................................................17
Item 4. Submission of Matters to a Vote of Security Holders.................17
Part II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters...................................17
Item 6. Selected Consolidated Financial Data................................18
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations...........................20
Item 7A. Quantitative and Qualitative Disclosures About Market Risk..........33
Item 8. Consolidated Financial Statements and Supplementary Data............33
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure........................33
Part III
Item 10. Directors and Executive Officers of the Registrant..................34
Item 11. Executive Compensation..............................................37
Item 12. Security Ownership of Certain Beneficial Owners and
Management....................................................38
Item 13. Certain Relationships and Related Transactions......................39
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K...................................................42
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THIS ANNUAL REPORT ON FORM 10-K, INCLUDING ITEM 7 "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," CONTAINS
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1994, AS AMENDED, THAT ARE NOT HISTORICAL FACTS AND INVOLVE A
NUMBER OF RISKS AND UNCERTAINTIES. THERE ARE A NUMBER OF FACTORS THAT COULD
CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN
SUCH FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, WITHOUT LIMITATION, THE
COMPANY'S OUTSTANDING INDEBTEDNESS AND ITS HIGH DEGREE OF LEVERAGE; THE
RESTRICTIONS IMPOSED ON THE COMPANY BY THE TERMS OF THE COMPANY'S INDEBTEDNESS;
THE HIGH DEGREE OF COMPETITION FROM BOTH OVER-THE-AIR BROADCAST STATIONS AND
PROGRAMMING ALTERNATIVES SUCH AS CABLE TELEVISION, WIRELESS CABLE, IN-HOME
SATELLITE DISTRIBUTION SERVICE, PAY-PER-VIEW SERVICES AND HOME VIDEO AND
ENTERTAINMENT SERVICES; THE IMPACT OF NEW TECHNOLOGIES; CHANGES IN FEDERAL
COMMUNICATIONS COMMISSION ("FCC") REGULATIONS; AND THE VARIABILITY OF THE
COMPANY'S QUARTERLY RESULTS AND THE COMPANY'S SEASONALITY.
ALL WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY ARE
EXPRESSLY QUALIFIED BY THE FOREGOING CAUTIONARY STATEMENTS.
READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING
STATEMENTS WHICH REFLECT MANAGEMENT'S VIEW ONLY AS OF THE DATE HEREOF. THE
COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE THE RESULT OF ANY REVISIONS
TO THESE FORWARD-LOOKING STATEMENTS WHICH MAY BE MADE TO REFLECT EVENTS OR
CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF
UNANTICIPATED EVENTS.
PART I
ITEM 1. BUSINESS
The Company
Allbritton Communications Company ("ACC" or the "Company") itself and through
subsidiaries owns and operates ABC network-affiliated television stations
serving seven diverse geographic markets: WJLA in Washington, D.C.; WCFT in
Tuscaloosa, Alabama, WJSU in Anniston, Alabama and WBMA-LP, a low power
television station licensed to Birmingham, Alabama (the Company operates WCFT
and WJSU in tandem with WBMA-LP serving the viewers of the Birmingham,
Tuscaloosa and Anniston market); WHTM in Harrisburg, Pennsylvania; KATV in
Little Rock, Arkansas; KTUL in Tulsa, Oklahoma; WSET in Lynchburg, Virginia; and
WCIV in Charleston, South Carolina. The Company's owned and operated stations
broadcast to the 8th, 39th, 46th, 57th, 59th, 68th and 103rd largest national
media markets in the United States, respectively, as defined by the A.C. Nielsen
Co. ("Nielsen").
WJLA is owned and operated as a division by ACC, while the Company's remaining
owned and operated stations are owned by Harrisburg Television, Inc. (WHTM),
KATV, LLC (KATV), KTUL, LLC (KTUL), WSET, Incorporated (WSET), WCIV, LLC (WCIV)
and TV Alabama, Inc. (WCFT, WJSU and WBMA). Each of these is a wholly-owned
subsidiary of ACC, except Harrisburg Television and TV Alabama, each of which is
an indirect 80%-owned subsidiary of ACC. TV Alabama began programming WJSU,
licensed to Anniston (Birmingham), Alabama,
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under a ten-year Time Brokerage Agreement (referred to herein as a Local
Marketing Agreement ("LMA")) effective December 29, 1995 (the "Anniston LMA").
TV Alabama exercised its option to acquire WJSU on September 14, 1999 by
entering into an asset purchase agreement for the purchase of WJSU, subject to
regulatory approval and customary closing conditions. The Company received such
approval and completed its acquisition of WJSU on March 22, 2000. See "Owned
Stations - WBMA/WCFT/WJSU: Birmingham (Anniston and Tuscaloosa), Alabama". ACC
was founded in 1974 and is a subsidiary of Allbritton Group, Inc. ("AGI"), which
is controlled by Perpetual Corporation, which in turn is controlled by Mr. Joe
L. Allbritton, ACC's Chairman. ACC and its subsidiaries are Delaware
corporations or limited liability companies. ACC's corporate headquarters is
located at 808 Seventeenth Street, N.W., Suite 300, Washington, D.C. 20006-3910,
and its telephone number at that address is (202) 789-2130.
Television Industry Background
Commercial television broadcasting began in the United States on a regular basis
in the 1940s. Currently, there is a limited number of channels available for
broadcasting in any one geographic area, and the license to operate a broadcast
television station is granted by the FCC. Television stations that broadcast
over the VHF band (channels 2-13) of the spectrum generally have some
competitive advantage over television stations that broadcast over the UHF band
(channels 14-69) of the spectrum because VHF channels usually have better signal
coverage and operate at a lower transmission cost. However, the improvement of
UHF transmitters and receivers, the complete elimination from the marketplace of
VHF-only receivers and the expansion of cable television systems have reduced
the competitive advantage of television stations broadcasting over the VHF band.
Television station revenues are primarily derived from local, regional and
national advertisers and, to a much lesser extent, from networks and program
syndicators for the broadcast of programming and from other broadcast-related
activities. Advertising rates are set based upon a variety of factors, including
the size and demographic makeup of the market served by the station, a program's
popularity among viewers whom an advertiser wishes to attract, the number of
advertisers competing for the available time, the availability of alternative
advertising media in the market area, a station's overall ability to attract
viewers in its market area and the station's ability to attract viewers among
particular demographic groups that an advertiser may be targeting. Advertising
rates are also affected by an aggressive and knowledgeable sales force and the
development of projects, features and programs that tie advertiser messages to
programming. Because broadcast television stations rely on advertising revenues,
they are sensitive to cyclical changes in the economy. The size of advertisers'
budgets, which are affected by broad economic trends, affect both the broadcast
industry in general and the revenues of individual broadcast television
stations.
United States television stations are grouped by Nielsen into 210 generally
recognized television market areas that are ranked in size according to various
formulae based upon actual or potential audience. Each market area is designated
as an exclusive geographic area consisting of all counties in which the
home-market commercial stations receive the greatest percentage of total viewing
hours. The specific geographic markets are called Designated Market Areas or
DMAs.
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Nielsen, which provides audience-measuring services, periodically publishes data
on estimated audiences for television stations in the various DMAs throughout
the country. These estimates are expressed in terms of both the percentage of
the total potential audience in the DMA viewing a station (the station's
"rating") and the percentage of the audience actually watching television (the
station's "share"). Nielsen provides such data on the basis of total television
households and selected demographic groupings in the DMA. Nielsen uses two
methods of determining a station's ratings and share. In larger DMAs, ratings
are determined by a combination of meters connected directly to selected
household television sets and weekly viewer-completed diaries of television
viewing, while in smaller markets ratings are determined by weekly diaries only.
Of the market areas in which the Company conducts business, Washington, D.C. and
Birmingham, Alabama are metered markets while the remaining markets are weekly
diary markets.
Historically, three major broadcast networks--ABC, NBC and CBS--dominated
broadcast television. In recent years, FOX has evolved into the fourth major
network, although the hours of network programming produced by FOX for its
affiliates are fewer than those produced by the other three major networks. In
addition, UPN, WB and recently PAX TV have been launched as new television
networks.
The affiliation by a station with one of the four major networks has a
significant impact on the composition of the station's programming, revenues,
expenses and operations. A typical affiliate station receives approximately 9 to
13 hours of each day's programming from the network. This programming, along
with cash payments ("network compensation"), is provided to the affiliate by the
network in exchange for a substantial majority of the advertising time sold
during the airing of network programs. The network then sells this advertising
time for its own account. The affiliate retains the revenues from time sold
during breaks in and between network programs and during programs produced by
the affiliate or purchased from non-network sources. In acquiring programming to
supplement network programming, network affiliates compete primarily with
affiliates of other networks and independent stations in their market areas.
Cable systems generally do not compete with local stations for programming,
although various national cable networks from time to time have acquired
programs that would have otherwise been offered to local television stations. In
addition, a television station may acquire programming through barter
arrangements. Under barter arrangements, which have become increasingly popular
with both network affiliates and independents, a national program distributor
can receive advertising time in exchange for the programming it supplies, with
the station paying no fee or a reduced fee for such programming.
An affiliate of UPN, WB or PAX TV receives a smaller portion of each day's
programming from its network compared to an affiliate of ABC, CBS, NBC or FOX.
As a result, affiliates of UPN, WB or PAX TV must purchase or produce a greater
amount of their programming, resulting in generally higher programming costs.
These stations, however, retain a larger portion of the inventory of advertising
time and the revenues obtained therefrom compared to stations affiliated with
the major networks, which may partially offset their higher programming costs.
In contrast to a network affiliated station, an independent station purchases or
produces all of the programming that it broadcasts, generally resulting in
higher programming costs, although the
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independent station is, in theory, able to retain its entire inventory of
advertising time and all of the revenue obtained from the sale of such time.
Barter and cash-plus-barter arrangements, however, have become increasingly
popular among all stations.
Public broadcasting outlets in most communities compete with commercial
broadcasters for viewers but not for advertising dollars.
Broadcast television stations compete for advertising revenues primarily with
other broadcast television stations and, to a lesser extent, with radio
stations, cable system operators and programmers and newspapers serving the same
market. Traditional network programming, and recently FOX programming, generally
achieve higher audience levels than syndicated programs aired by independent
stations. However, as greater amounts of advertising time become available for
sale by independent stations and FOX affiliates in syndicated programs, those
stations typically achieve a share of the television market advertising revenues
greater than their share of the market area's audience.
Through the 1970s, network television broadcasting enjoyed virtual dominance in
viewership and television advertising revenues because network-affiliated
stations only competed with each other in local markets. Beginning in the 1980s,
this level of dominance began to change as the FCC authorized more local
stations and marketplace choices expanded with the growth of independent
stations and cable television services.
Cable television systems were first constructed in significant numbers in the
1970s and were initially used to retransmit broadcast television programming to
paying subscribers in areas with poor broadcast signal reception. In the
aggregate, cable-originated programming has emerged as a significant competitor
for viewers of broadcast television programming, although no single cable
programming network regularly attains audience levels amounting to more than a
small fraction of any of the major broadcast networks. The advertising share of
cable networks increased during the 1970s and 1980s as a result of the growth in
cable penetration (the percentage of television households that are connected to
a cable system). Notwithstanding such increases in cable viewership and
advertising, over-the-air broadcasting remains the dominant distribution system
for mass market television advertising.
Direct Broadcast Satellite ("DBS") service has recently been introduced as a new
competitive distribution method. Home users purchase or lease satellite dish
receiving equipment and subscribe to a monthly service of programming options.
Legislation was enacted in November 1999 that permits local stations, under
specified conditions, to be carried on satellite which will retransmit those
signals back to the originating market. At present, the nature of DBS service
includes primarily national programming and, except in limited circumstances,
does not offer locally originated programs or advertising. Initially, it is
expected that only affiliates of the four largest networks will be transmitted
locally in approximately the 40 largest DMAs. Of the Company's stations, only
WJLA and WBMA/WCFT/WJSU are currently carried on DBS systems, transmitting to
the Washington, D.C. and Birmingham, Alabama markets, respectively.
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The Company believes that the market shares of television stations affiliated
with ABC, NBC and CBS declined during the 1980s and 1990s because of the
emergence of FOX and certain strong independent stations and because of
increased cable penetration. Independent stations have emerged as viable
competitors for television viewership share, particularly as a result of the
availability of first-run, network-quality and regional sports programming. In
addition, there has been substantial growth in the number of home satellite dish
receivers and video cassette recorders, which has further expanded the number of
programming alternatives available to household audiences.
Terrestrially-distributed television broadcast stations use analog transmission
technology. Recent advances in digital transmission technology formats have
enabled some broadcasters to begin migration from analog to digital
broadcasting. Digital technologies provide cleaner video and audio signals as
well as the ability to transmit "high definition television" with theatre screen
aspect ratios, higher resolution video and "noise-free" sound. Digital
transmission also permits dividing the transmission frequency into multiple
discrete channels of standard definition television. The FCC has authorized a
transition plan to convert existing analog stations to digital by temporarily
offering a second channel to transmit programming digitally with the return of
the analog channel after the transition period. See "Legislation and Regulation
- Digital Television". Of the Company's stations, only WJLA in Washington, D.C.
broadcasts with both an analog and digital signal at this time.
Station Information
The following table sets forth general information for each of the Company's
owned stations as of November 2000:
<TABLE>
<CAPTION>
Total
Market Commercial Station Rank
Designated Network Channel Rank or Competitors Audience in Acquisition
Market Area Station Affiliation Frequency DMA<F1> in Market<F2> Share<F3> Market<F4> Date
----------- ------- ----------- --------- ------- ------------ --------- --------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Washington, D.C .................. WJLA ABC 7/VHF 8 6 23% 2 01/29/76
Birmingham (Anniston and
Tuscaloosa), AL<F5> ........ WBMA/WCFT/WJSU ABC -- 39 7 20% 3 --
Birmingham ............ WBMA ABC 58/UHF -- -- -- -- 08/01/97
Anniston .............. WJSU ABC 40/UHF -- -- -- -- 03/22/00<F6>
Tuscaloosa ............ WCFT ABC 33/UHF -- -- -- -- 03/15/96
Harrisburg-Lancaster-York-Lebanon,
PA ......................... WHTM ABC 27/UHF 46 5 25% 2 03/01/96
Little Rock, AR .................. KATV ABC 7/VHF 57 5 33% 1 04/06/83
Tulsa, OK ........................ KTUL ABC 8/VHF 59 5 34% 1 04/06/83
Roanoke-Lynchburg, VA ............ WSET ABC 13/VHF 68 4 27% 2 01/29/76<F7>
Charleston, SC ................... WCIV ABC 4/VHF 103 5 19% 3 01/29/76<F7>
---------
<FN>
<F1> Represents market rank based on the Nielsen Station Index for November
2000.
<F2> Represents the total number of commercial broadcast television
stations in the DMA with an audience share of at least 1% in the 6:00
a.m. to 2:00 a.m., Sunday through Saturday, time period.
<F3> Represents the station's share of total viewing of commercial
broadcast television stations in the DMA for the time period of 6:00
a.m. to 2:00 a.m., Sunday through Saturday.
<F4> Represents the station's rank in the DMA based on its share of total
viewing of commercial broadcast television stations in the DMA for the
time period of 6:00 a.m. to 2:00 a.m., Sunday through Saturday.
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<F5> TV Alabama serves the Birmingham market by simultaneously broadcasting
identical programming over WBMA, WCFT and WJSU. The stations are
listed on a combined basis by Nielsen as WBMA+, the call sign of the
low power television station.
<F6> The Company commenced programming WJSU pursuant to the Anniston LMA in
December 1995. In connection with the Anniston LMA, the Company
entered into an option to purchase the assets of WJSU. The Company
exercised its option to acquire WJSU and completed its acquisition of
WJSU on March 22, 2000. See "Owned Stations - WBMA/WCFT/WJSU:
Birmingham (Anniston and Tuscaloosa), Alabama".
<F7> WSET and WCIV have been indirectly owned and operated by Joe L.
Allbritton since 1976. On March 1, 1996, WSET and WCIV became
wholly-owned subsidiaries of ACC.
</FN>
</TABLE>
Business and Operating Strategy
The Company's business strategy is to focus on building net operating revenues
and net cash provided by operating activities. The Company intends to pursue
selective acquisition opportunities as they arise. The Company's acquisition
strategy is to target network-affiliated television stations where it believes
it can successfully apply its operating strategy and where such stations can be
acquired on attractive terms. Targets include midsized growth markets with what
the Company believes to be advantageous business climates. Although the Company
continues to review strategic investment and acquisition opportunities, no
agreements or understandings are currently in place regarding any material
investments or acquisitions.
In addition, the Company constantly seeks to enhance net operating revenues at a
marginal incremental cost through its use of existing personnel and programming
capabilities. For example, KATV operates the Arkansas Razorback Sports Network
("ARSN"), which provides University of Arkansas sports programming to a network
of 71 radio stations in four states and pay-per-view cable viewing to selected
Arkansas cable system viewers.
The Company's operating strategy focuses on four key elements:
Local News and Community Leadership. The Company's stations strive to be local
news leaders to exploit the revenue potential associated with local news
leadership. Since the acquisition of each station, the Company has focused on
building that station's local news programming franchise as the foundation for
building significant audience share. In each of its market areas, the Company
develops additional information-oriented programming designed to expand the
stations' hours of commercially valuable local news and other programming with
relatively small incremental increases in operating expenses. Local news
programming is commercially valuable because of its high viewership level, the
attractiveness to advertisers of the demographic characteristics of the typical
news audience (allowing stations to charge higher rates for advertising time)
and the enhanced ratings of other programming in time periods adjacent to the
news. In addition, management believes strong local news product has helped
differentiate local broadcast stations from the increasing number of cable
programming competitors that generally do not provide this material.
High Quality Non-Network Programming. The Company's stations are committed to
attracting viewers through an array of syndicated and locally-produced
programming to fill those periods of the broadcast day not programmed by the
network. This programming is selected by the Company
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based on its ability to attract audiences highly valued in terms of demographic
makeup on a cost-effective basis and reflects a focused strategy to migrate and
hold audiences from program to program throughout dayparts. Audiences highly
valued in terms of demographic makeup include women aged 18-49 and all adults
aged 25-54. These demographic groups are perceived by advertisers as the groups
with the majority of buying authority and decision-making in product selection.
Local Sales Development Efforts. The Company believes that television stations
with a strong local presence and active community relations can realize
additional revenue from advertisers through the development and promotion of
special programming and marketing events. Each of the Company's stations has
developed such additional products, including high quality programming of local
interest (such as University of Arkansas football and basketball games) and
sponsored community events. These sponsored events have included health fairs,
contests, job fairs, parades and athletic events and have provided advertisers,
who are offered participation in such events, an opportunity to direct a
marketing program to targeted audiences. These additional products have proven
successful in attracting incremental advertising revenues. The stations also
seek to maximize their local sales efforts through the use of extensive research
and targeted demographic studies.
Cost Control. Management believes that controlling costs is an essential factor
in achieving and maintaining the profitability of its stations. The Company
believes that by delivering highly targeted audience levels and controlling
programming and operating costs, the Company's stations can achieve increased
levels of revenue and operating cash flow. Each station rigorously manages its
expenses through a budgetary control process and project accounting, which
include an analysis of revenue and programming costs by daypart. Moreover, each
of the stations closely monitors its staffing levels.
Owned Stations
WJLA: Washington, D.C.
Acquired by the Company in 1976, WJLA is an ABC network affiliate pursuant to an
affiliation agreement that expires on October 1, 2005. The Station's FCC license
expires on October 1, 2004. Washington, D.C. is the eighth largest DMA, with
approximately 2,047,000 television households. The Company believes that
stations in this market generally earn higher advertising rates than stations in
smaller markets because many national advertising campaigns concentrate their
spending in the top ten media markets and on issue-oriented advertising in
Washington, D.C. The Washington, D.C. market is served by six commercial
television stations.
WBMA/WCFT/WJSU: Birmingham (Anniston and Tuscaloosa), Alabama
The Company acquired WCFT in March 1996 and commenced programming WJSU pursuant
to the Anniston LMA in December 1995. The LMA provided for the Company to supply
program services to WJSU and to retain all revenues from advertising sales. In
exchange, the Company
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paid all station operating expenses and certain management fees to the station's
owner. In connection with the Anniston LMA, the Company entered into an option
to purchase the assets of WJSU (the "Anniston Option"). The Company exercised
its option to acquire WJSU on September 14, 1999 by entering into an asset
purchase agreement for the purchase of WJSU, subject to regulatory approval and
customary closing conditions. The Company received such approval and completed
its acquisition of WJSU on March 22, 2000. The Company also owns a low power
television station licensed to Birmingham, Alabama (WBMA). In October 1998,
Nielsen collapsed the Tuscaloosa DMA and the Anniston DMA into the Birmingham
DMA creating the 39th largest DMA with approximately 674,000 television
households. The Birmingham DMA is served by seven commercial television
stations.
The Company serves the Birmingham market by simultaneously transmitting
identical programming from its studio in Birmingham over WCFT, WJSU and WBMA.
The stations are listed on a combined basis by Nielsen as WBMA+. TV Alabama
maintains studio facilities in Birmingham for the operation of the stations. The
Company has retained a news and sales presence in both Tuscaloosa and Anniston,
while at the same time maintaining its primary news and sales presence in
Birmingham. The ABC network affiliation is based upon carriage on both WCFT and
WJSU and expires on September 1, 2006. The FCC licenses for both stations expire
on April 1, 2005.
WHTM: Harrisburg-Lancaster-York-Lebanon, Pennsylvania
Acquired by the Company in 1996, WHTM is an ABC network affiliate pursuant to an
affiliation agreement that expires on January 1, 2005. The Station's FCC license
expires August 1, 2007. Harrisburg, Pennsylvania, which consists of nine
contiguous counties located in central Pennsylvania, is the 46th largest DMA,
reaching approximately 604,000 television households. Harrisburg is the capital
of Pennsylvania, and the government represents the area's largest employer. The
Harrisburg market is served by five commercial television stations, one of which
is a VHF station.
KATV: Little Rock, Arkansas
Acquired by the Company in 1983, KATV is an ABC network affiliate pursuant to an
affiliation agreement that expires on July 31, 2005. The Station's FCC license
expires on June 1, 2005. The Little Rock market is the 57th largest DMA, with
approximately 492,000 television households. The Little Rock market has a
diversified economy, both serving as the seat of state and local government and
housing a significant concentration of businesses. The Little Rock market is
served by five commercial television stations.
Capitalizing on its exclusive rights to the University of Arkansas basketball
and football schedules through the year 2003, KATV launched ARSN in Fiscal 1994
by entering into programming sublicense agreements with a network of 71 radio
stations in four states. Pay-per-view and home video rights are also controlled
by ARSN.
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KTUL: Tulsa, Oklahoma
Acquired by the Company in 1983, KTUL is an ABC network affiliate pursuant to an
affiliation agreement that expires on July 31, 2005. The Station's FCC license
expires on June 1, 2006. Tulsa, Oklahoma is the 59th largest DMA, with
approximately 490,000 television households. The Tulsa market is served by five
commercial television stations.
WSET: Roanoke-Lynchburg, Virginia
Acquired by the Company in 1996, WSET has been indirectly owned and operated by
Joe L. Allbritton since 1976. The Station is an ABC network affiliate pursuant
to an affiliation agreement that expires on July 31, 2005. WSET's FCC license
expires on October 1, 2004. The hyphenated central Virginia market comprised of
Lynchburg, Roanoke and Danville is the 68th largest DMA, with approximately
407,000 television households. The Lynchburg DMA is served by four commercial
television stations.
WCIV: Charleston, South Carolina
Acquired by the Company in 1996, WCIV has been indirectly owned and operated by
Joe L. Allbritton since 1976. The Station is an ABC affiliate pursuant to an
affiliation agreement that expires on August 20, 2006. WCIV's FCC license
expires on December 1, 2004. Charleston, South Carolina is the 103rd largest
DMA, with approximately 253,000 television households. The Charleston DMA is
served by five commercial television stations.
Network Affiliation Agreements and Relationship
WJLA, WBMA/WCFT/WJSU, WHTM, KATV, KTUL, WSET and WCIV are ABC network
affiliates: their current affiliation agreements expire October 1, 2005,
September 1, 2006, January 1, 2005, July 31, 2005, July 31, 2005, July 31, 2005
and August 20, 2006, respectively. ABC has routinely renewed the affiliation
agreements with these stations; however, there can be no assurance that these
affiliation agreements will be renewed in the future. As one of the largest
group owners of ABC network affiliates in the nation, ACC believes it enjoys
excellent relations with the ABC network.
Generally, each affiliation agreement provides the Company's stations with the
right to broadcast programs transmitted by the network that includes designated
advertising time the revenue from which the network retains. For every hour or
fraction thereof that the station elects to broadcast network programming, the
network pays the station compensation, as specified in each affiliation
agreement, or as agreed upon by the network and the stations. Typically,
prime-time programming generates the highest hourly rates. Under specified
conditions, rates are subject to increase or decrease by the network during the
term of each affiliation agreement, with provisions for advance notice and right
of termination on behalf of the station in the event of a reduction in rates.
-9-
<PAGE>
Effective August 11, 1999, the Company's network affiliation agreements with ABC
were amended. Under the amendments, ABC will, for a three-year period, provide
the Company's stations with additional prime-time inventory, limited
participation rights in a new cable television "soap" channel, and enhanced
program exclusivity and commercial inventory guarantees in exchange for reduced
annual network compensation, the return of certain Saturday morning inventory
from the stations, and more flexibility in repurposing of ABC programming.
Competition
Competition in the television industry, including each of the market areas in
which the Company's stations compete, takes place on several levels: competition
for audience, competition for programming (including news) and competition for
advertisers. Additional factors material to a television station's competitive
position include signal coverage and assigned frequency. The television
broadcasting industry is continually faced with technological change and
innovation, the possible rise or fall in popularity of competing entertainment
and communications media and actions of federal regulatory bodies, including the
FCC, any of which could possibly have a material adverse effect on the Company's
operations.
Audience: Stations compete for audience on the basis of program popularity,
which has a direct effect on advertising rates. A majority of the Company's
daily programming is supplied by ABC. In those periods, the stations are totally
dependent upon the performance of the ABC network programs in attracting
viewers. Non-network time periods are programmed by the station with a
combination of self-produced news, public affairs and entertainment programming,
including news and syndicated programs purchased for cash, cash and barter or
barter-only. Independent stations, the number of which has increased
significantly over the past decade, have also emerged as viable competitors for
television viewership share, particularly as the result of the availability of
first-run network-quality programming from FOX.
The development of methods of television transmission other than over-the-air
broadcasting and, in particular, the growth of cable television has
significantly altered competition for audience share in the television industry.
These alternative transmission methods can increase competition for a
broadcasting station both by bringing into its market area distant broadcasting
signals not otherwise available to the station's audience and by serving as a
distribution system for programming originated on the cable system.
Historically, cable operators have not sought to compete with broadcast stations
for a share of the local news audience. To the extent cable operators elect to
do so, increased competition for local news audiences could have an adverse
effect on the Company's advertising revenues.
Other sources of competition include home entertainment systems (including video
cassette recorder and playback systems, videodiscs and television game devices),
multipoint distribution systems, multichannel multipoint distribution systems,
wireless cable, satellite master antenna television systems and some low-power
and in-home satellite services. The Company's television stations also face
competition from high-powered direct broadcast satellite services, such as
DirecTV and Echostar, which transmit programming directly to homes equipped with
special receiving antennas or to cable television systems for transmission to
their subscribers.
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<PAGE>
Further advances in technology may increase competition for household audiences
and advertisers. Video compression techniques, now under development for use
with current cable channels, internet-relayed video and direct broadcast
satellites are expected to reduce the bandwidth required for television signal
transmission. These compression techniques, as well as other technological
developments, are applicable to all video delivery systems, including
over-the-air broadcasting, and have the potential to provide vastly expanded
programming to highly targeted audiences. Reduction in the cost of creating
additional channel capacity could lower entry barriers for new channels and
encourage the development of increasingly specialized niche programming. This
ability to reach very defined audiences is expected to alter the competitive
dynamics for advertising expenditures. The Company is unable to predict the
effect that technological changes will have on the broadcast television industry
or the future results of the Company's operations.
Programming: Competition for programming involves negotiating with national
program distributors or syndicators which sell first-run and rerun packages of
programming. The Company's stations compete against in-market broadcast station
competitors for off-network reruns (such as "Home Improvement") and first-run
products (such as "The Oprah Winfrey Show") for exclusive access to those
programs. Cable systems generally do not compete with local stations for
programming, although various national cable networks from time to time have
acquired programs that would have otherwise been offered to local television
stations. Competition for exclusive news stories and features is also endemic to
the television industry.
Advertising: Advertising rates are set based upon a variety of factors,
including the size and demographic makeup of the market served by the station, a
program's popularity among viewers whom an advertiser wishes to attract, the
number of advertisers competing for the available time, the availability of
alternative advertising media in the market area, a station's overall ability to
attract viewers in its market area and the station's ability to attract viewers
among particular demographic groups that an advertiser may be targeting.
Advertising rates are also affected by an aggressive and knowledgeable sales
force and the development of projects, features and programs that tie advertiser
messages to programming. The Company's television stations compete for
advertising revenues with other television stations in their respective markets
as well as with other advertising media, such as newspapers, radio, magazines,
outdoor advertising, transit advertising, yellow page directories, direct mail
and local cable systems. Competition for advertising dollars in the broadcasting
industry occurs primarily in individual market areas. Generally, a television
broadcasting station in the market does not compete with stations in other
market areas. The Company's television stations are located in highly
competitive market areas.
Legislation and Regulation
The ownership, operation and sale of television stations are subject to the
jurisdiction of the FCC under the Communications Act of 1934 (the
"Communications Act"). Matters subject to FCC oversight include, but are not
limited to, the assignment of frequency bands for broadcast television; the
approval of a television station's frequency, location and operating power; the
issuance, renewal, revocation or modification of a television station's FCC
license; the approval
-11-
<PAGE>
of changes in the ownership or control of a television station's licensee; the
regulation of equipment used by television stations and the adoption and
implementation of regulations and policies concerning the ownership, operation,
programming and employment practices of television stations. The FCC has the
power to impose penalties, including fines or license revocations, upon a
licensee of a television station for violations of the FCC's rules and
regulations.
The following is a brief summary of certain provisions of the Communications Act
and of specific FCC regulations and policies affecting broadcast television.
Reference should be made to the Communications Act, FCC rules and the public
notices and rulings of the FCC for further information concerning the nature and
extent of FCC regulation of broadcast television stations.
License Renewal: Broadcast television licenses are generally granted for maximum
terms of eight years. License terms are subject to renewal upon application to
the FCC, but they may be renewed for a shorter period upon a finding by the FCC
that the "public interest, convenience and necessity" would be served thereby.
Under the Telecommunications Act of 1996 (the "Telecommunications Act"), the FCC
must grant a renewal application if it finds that the station has served the
public interest, there have been no serious violations of the Communications Act
or FCC rules, and there have been no other violations of the Communications Act
or FCC rules by the licensee that, taken together, would constitute a pattern of
abuse. If the licensee fails to meet these requirements, the FCC may either deny
the license or grant it on terms and conditions as are appropriate after notice
and opportunity for hearing.
In the vast majority of cases, television broadcast licenses are renewed by the
FCC even when petitions to deny or competing applications are filed against
broadcast license renewal applications. However, there can be no assurance that
each of the Company's broadcast licenses will be renewed in the future. All of
the stations' existing licenses were renewed for full terms and are currently in
effect.
Programming and Operation: The Communications Act requires broadcasters to serve
the "public interest." Since the late 1970s, the FCC gradually has relaxed or
eliminated many of the more formalized procedures it had developed to promote
the broadcast of certain types of programming responsive to the needs of a
station's community of license. However, broadcast station licensees must
continue to present programming that is responsive to local community problems,
needs and interests and to maintain certain records demonstrating such
responsiveness. Complaints from viewers concerning a station's programming often
will be considered by the FCC when it evaluates license renewal applications,
although such complaints may be filed at any time and generally may be
considered by the FCC at any time. Stations also must follow various FCC rules
that regulate, among other things, political advertising, sponsorship
identifications, the advertisements of contests and lotteries, obscene and
indecent broadcasts and technical operations, including limits on radio
frequency radiation. The FCC also has adopted rules that place additional
obligations on television station operators for maximum amounts of advertising
and minimum amounts of programming specifically targeted for children, as well
as additional public information and reporting requirements.
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<PAGE>
Digital Television: The FCC has adopted rules for implementing digital
(including high-definition) television ("DTV") service in the United States.
Implementation of DTV is intended to improve the technical quality of
television. Under certain circumstances, however, conversion to DTV operations
may reduce a station's geographical coverage area. The FCC has allotted a second
broadcast channel to each full-power commercial television station for DTV
operation. Under the FCC's rules, stations will be required to phase-in their
DTV operations on the second channel over a transition period and to surrender
their non-DTV channel later. Implementation of DTV service will impose
substantial additional costs on television stations providing the new service,
primarily due to increased equipment costs, and may affect the competitive
nature of the market areas in which the Company operates if competing stations
adopt and implement the new technology before the Company's stations. The FCC
has adopted standards for the transmission of DTV signals. These standards will
serve as the basis for the phased conversion to digital transmission. Of the
Company's stations, only WJLA in Washington, D.C. currently operates a DTV
channel in concert with its analog signal. While each of the Company's other
stations has filed its application with the FCC for the second DTV channel,
there are currently no DTV operations in the markets of these stations.
Ownership Matters: The Communications Act contains a number of restrictions on
the ownership and control of broadcast licenses. Together with the FCC's rules,
it places limitations on alien ownership; common ownership of broadcast, cable
and newspaper properties; and ownership by those persons not having the
requisite "character" qualifications and those persons holding "attributable"
interests in the license.
The FCC's television national multiple ownership rules limit the audience reach
of television stations in which any entity may hold an attributable interest to
35 percent of total United States audience reach. The FCC's local television
multiple ownership rule, the "Duopoly" rule, was revised in September 1999 and
now generally permits ownership of attributable interests by a single entity in
no more than two television stations which serve the same DMA unless both
stations are among the top four rated in the market or there are fewer than
eight, full power, independently owned television stations remaining in the
market.
The FCC generally applies its ownership limits to "attributable" interests held
by an individual, corporation, partnership or other association. When applying
its multiple ownership or cross-ownership rules, the FCC generally attributes
the interests of corporate licensees to the holders of corporate interests as
follows: (i) any voting interest amounting to five percent or more of the
outstanding voting power of the corporate broadcast licensee generally will be
attributable; (ii) in general, no minority voting stock interests will be
attributable if there is a single holder of more than fifty percent of the
outstanding voting power of a corporate broadcast licensee; (iii) in general,
certain investment companies, insurance companies and banks holding stock
through their trust departments in trust accounts will be considered to have an
attributable interest only if they hold twenty percent or more of the
outstanding voting power of a corporate broadcast licensee; and (iv) certain
local media competitors (including broadcasters, cable operators and newspapers)
and programmers that supply more than 15 percent of a station's weekly broadcast
hours will also be attributed with ownership of the station if that entity also
has a combination of debt and equity holdings of the station exceeding 33
percent of the total asset value of the station.
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<PAGE>
Furthermore, corporate officers and directors and general partners and
uninsulated limited partners of partnerships are personally attributed with the
media interests of the corporations or partnerships of which they are officers,
directors or partners. In the case of corporations controlling broadcast
licenses through one or more intermediate entities, similar attribution
standards generally apply to stockholders, officers and directors of such
corporations.
In light of the FCC's multiple ownership and cross-ownership rules, an
individual or entity that acquires an attributable interest in the Company may
violate the FCC's rules if that acquirer also has an attributable interest in
other television or radio stations, or in cable television systems or daily
newspapers, depending on the number and location of those radio or television
stations, cable television systems or daily newspapers. Such an acquirer also
may be restricted in the companies in which it may invest, to the extent that
those investments give rise to an attributable interest. If an individual or
entity with an attributable interest in the Company violates any of these
ownership rules, the Company may be unable to obtain from the FCC the
authorizations needed to conduct its television station business, may be unable
to obtain FCC consents for certain future acquisitions, may be unable to obtain
renewals of its licenses and may be subject to other material adverse
consequences.
Additional Competition in the Video Services Industry: The Telecommunications
Act also eliminates the overall ban on telephone companies offering video
services and permits the ownership of cable television companies by telephone
companies in their service areas (or vice versa) in certain circumstances.
Telephone companies providing such video services will be regulated according to
the transmission technology they use. The Telecommunications Act also permits
telephone companies to hold an ownership interest in the programming carried
over such systems. Although the Company cannot predict the effect of the removal
of these barriers to telephone company participation in the video services
industry, it may have the effect of increasing competition in the television
broadcast industry in which the Company operates.
Other Legislation: Finally, Congress and the FCC have under consideration, and
in the future may consider and adopt, (i) other changes to existing laws,
regulations and policies or (ii) new laws, regulations and policies regarding a
wide variety of matters that could affect, directly or indirectly, the
operation, ownership and profitability of the Company's broadcast stations,
result in the loss or gain of audience share and advertising revenues for the
Company's stations and/or affect the ability of the Company to acquire or
finance additional broadcast stations.
Employees
As of September 30, 2000, the Company employed in full and part-time positions
889 persons, including 179 at WJLA, 144 at KATV, 126 at KTUL, 108 at WHTM, 131
at WBMA/WCFT/WJSU, 108 at WSET, 83 at WCIV and 10 in its corporate office. Of
the employees at WJLA, 94 are represented by three unions: the American
Federation of Television and Radio Artists ("AFTRA"), the Directors Guild of
America ("DGA") or the National Association of Broadcast Employees and
Technicians/Communications Workers of America ("NABET/CWA"). The AFTRA
collective bargaining agreement expired September 30, 1999; however, the parties
have agreed, pending completion of negotiations regarding a successor
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<PAGE>
collective bargaining agreement, to extend the existing agreement to January 15,
2001. The DGA collective bargaining agreement expired January 16, 2000, and a
successor collective bargaining agreement is currently being negotiated. The
NABET/CWA collective bargaining agreement expired June 1, 1995. Members of this
union have been working under a contract implemented by WJLA after impasse in
its negotiations, effective February 1, 1999. No employees of the Company's
other owned stations are represented by unions. The Company believes its
relations with its employees are satisfactory.
ITEM 2. PROPERTIES
The Company maintains its corporate headquarters in Washington, D.C., occupying
leased office space of approximately 9,300 square feet.
The types of properties required to support each of the stations include
offices, studios, transmitter sites and antenna sites. The stations' studios are
co-located with their office space while transmitter sites and antenna sites are
generally located away from the studios in locations determined to provide
maximum market signal coverage.
The following table describes the general characteristics of the Company's
principal real property:
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<PAGE>
<TABLE>
<CAPTION>
Approximate Lease Expiration
Facility Market/Use Ownership Size Date
-------- ---------- --------- ---- ----
<S> <C> <C> <C> <C>
WJLA Washington, D.C.
Office/Studio Leased 88,828 sq. ft. 12/16/03
Tower/Transmitter Joint Venture 108,000 sq. ft. N/A
WHTM Harrisburg, PA
Office/Studio Owned 14,000 sq. ft. N/A
Tower/Transmitter Owned 2,801 sq. ft. N/A
Adjacent Land Leased 6,808 sq. ft. 10/31/05
KATV Little Rock, AR
Office/Studio Owned 20,500 sq. ft. N/A
Tower/Transmitter Owned 188 Acres N/A
Annex/Garage Owned 67,400 sq. ft. N/A
KTUL Tulsa, OK
Office/Studio Owned 13,520 sq. ft. N/A
Tower/Transmitter Owned 160 acres N/A
Tower Leased 1 acre 5/30/05
WSET Lynchburg, VA
Office/Studio Owned 15,500 sq. ft. N/A
Tower/Transmitter Owned 2,700 sq. ft. N/A
Danville, VA
Office/Studio Leased 2,150 sq. ft. 2/28/03
WCIV Mt. Pleasant, SC
Office/Studio Owned 21,700 sq. ft. N/A
Tower/Transmitter Leased 2,000 sq. ft. 8/31/06
WBMA/WCFT/WJSU Birmingham, AL
Office/Studio Leased 26,357 sq. ft 9/30/06
Satellite Dish Farm Leased 0.5 acres 9/30/06
Tower/Relay-Pelham Leased .08 acres 10/31/01
Tower/Relay-Red Mtn Owned .21 acres N/A
Tuscaloosa, AL
Office/Studio Owned 9,475 sq. ft. N/A
Tower-Tuscaloosa Owned 10.5 acres N/A
Tower-AmSouth Leased 134.3 acres 4/30/06
Anniston, AL
Office/Studio Leased 7,273 sq. ft. 6 months notice
Tower-Blue Mtn Owned 1.7 acres N/A
Gadsden Office Leased 1,000 sq. ft. Monthly
Tower-Bald Rock Leased 1 acre 8/29/16
</TABLE>
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ITEM 3. LEGAL PROCEEDINGS
The Company currently and from time to time is involved in litigation incidental
to the conduct of its business, including suits based on defamation. The Company
is not currently a party to any lawsuit or proceeding which, in the opinion of
management, if decided adverse to the Company, would be likely to have a
material adverse effect on the Company's consolidated financial condition,
results of operations or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
Not Applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Not Applicable.
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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
(Dollars in thousands)
The selected consolidated financial data below should be read in conjunction
with the Company's Consolidated Financial Statements and notes thereto included
elsewhere in this Report. The selected consolidated financial data for the
fiscal years ended September 30, 1996, 1997, 1998, 1999 and 2000 are derived
from the Company's audited Consolidated Financial Statements.
<TABLE>
<CAPTION>
Fiscal Year Ended September 30,
-------------------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
Statement of Operations Data<F1>:
<S> <C> <C> <C> <C> <C>
Operating revenues, net .............. $155,573 $172,828 $182,484 $187,288 $205,307
Television operating expenses,
excluding depreciation and
amortization ..................... 92,320 105,630 106,147 109,549 113,617
Depreciation and amortization ........ 10,257 19,652 18,922 17,471 15,660
Corporate expenses ................... 5,112 4,382 4,568 4,339 4,873
Operating income ..................... 47,884 43,164 52,847 55,929 71,157
Interest expense ..................... 35,222 42,870 44,340 42,154 42,212
Interest income ...................... 3,244 2,433 3,339 2,760 2,893
Income before extraordinary
items ............................ 8,293 424 5,746 8,628 17,184
Extraordinary loss<F2> ............... (7,750) -- (5,155) -- --
Net income ........................... 543 424 591 8,628 17,184
As of September 30,
-------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
Balance Sheet Data<F1>:
Total assets ......................... $281,778 $280,977 $279,521 $275,868 $269,934
Total debt<F3> ....................... 402,993 415,722 429,691 429,629 427,729
Stockholder's investment ............. (172,392) (185,563) (203,776) (211,347) (219,896)
Fiscal Year Ended September 30,
-------------------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
Cash Flow Data<F1><F4>:
Cash flow from operating
activities ...................... $28,370 $15,551 $28,022 $28,302 $33,579
Cash flow from investing activities .. (165,109) (17,363) (8,190) (9,809) (8,354)
Cash flow from financing activities .. 145,031 (2,875) (13,404) (17,905) (27,749)
Fiscal Year Ended September 30,
-------------------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
Financial Ratios and Other Data<F1>:
Operating Cash Flow<F5> .............. $58,141 $62,816 $71,769 $73,400 $86,817
Operating Cash Flow Margin<F6> ....... 37.4% 36.3% 39.3% 39.2% 42.3%
Capital expenditures ................. 20,838 12,140 8,557 9,849 5,048
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<FN>
<F1> The consolidated statement of operations data, balance sheet data, cash
flow data and financial ratios and other data as of and for the year
ended September 30, 1996 include the effects of significant transactions
consummated by the Company during the year. Such transactions include
the effects of a $275,000 offering of 9.75% Senior Subordinated
Debentures due 2007, the asset acquisitions of WHTM and WCFT, the
acquisition of the Anniston LMA and Anniston Option, the early repayment
of approximately $74,704 in debt and payment of a prepayment penalty on
such debt of $12,934. In addition, the comparability of Fiscal 1997,
1998, 1999 and 2000 data to Fiscal 1996 data is impacted by the fact
that the results of operations of WHTM, WCFT and WJSU are included for
the full year in Fiscal 1997, 1998, 1999 and 2000 as compared to the
period in Fiscal 1996 from the date of acquisition with respect to WHTM
and WCFT and from the effective date of the Anniston LMA with respect to
WJSU.
<F2> The extraordinary losses during Fiscal 1996 and Fiscal 1998 resulted
from the early repayment of long-term debt. See "Consolidated Financial
Statements - Notes to Consolidated Financial Statements" (Note 5).
<F3> Total debt is defined as long-term debt (including the current portion
thereof, and net of discount), short-term debt and capital lease
obligations.
<F4> Cash flows from operating, investing and financing activities were
determined in accordance with generally accepted accounting principles.
See "Consolidated Financial Statements - Consolidated Statements of Cash
Flows".
<F5> "Operating Cash Flow" is defined as operating income plus depreciation
and amortization. Programming expenses are included in television
operating expenses. The Company has included Operating Cash Flow data
because it understands that such data are used by investors to measure a
company's ability to fund its operations and service debt. Operating
Cash Flow does not purport to represent cash flows from operating
activities determined in accordance with generally accepted accounting
principles as reflected in the Consolidated Financial Statements, is not
a measure of financial performance under generally accepted accounting
principles, should not be considered in isolation or as a substitute for
net income or cash flows from operating activities and may not be
comparable to similar measures reported by other companies.
<F6> "Operating Cash Flow Margin" is defined as Operating Cash Flow as a
percentage of operating revenues, net.
</FN>
</TABLE>
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands)
General Factors Affecting the Company's Business
The Company owns ABC network-affiliated television stations serving seven
diverse geographic markets: WJLA in Washington, D.C.; WCFT in Tuscaloosa,
Alabama, WJSU in Anniston, Alabama and WBMA-LP, a low power television station
licensed to Birmingham, Alabama (the Company operates WCFT and WJSU in tandem
with WBMA-LP serving the viewers of the Birmingham, Tuscaloosa and Anniston
market); WHTM in Harrisburg, Pennsylvania; KATV in Little Rock, Arkansas; KTUL
in Tulsa, Oklahoma; WSET in Lynchburg, Virginia; and WCIV in Charleston, South
Carolina.
The Company previously programmed WJSU pursuant to the Anniston LMA. In
connection with the Anniston LMA, the Company entered into an option to purchase
the assets of WJSU. The Company exercised its option to acquire WJSU on
September 14, 1999 by entering into an asset purchase agreement for the purchase
of WJSU, subject to regulatory approval and customary closing conditions. The
Company received such approval and completed its acquisition of WJSU on March
22, 2000. The consolidated results of operations of the Company include
operating revenues and operating expenses of WJSU from December 29, 1995 to
March 21, 2000 pursuant to the terms of the Anniston LMA, and since March 22,
2000 as an owned station. Upon acquisition of WJSU, the Company was no longer
required to pay fees approximating $360 annually that were paid in connection
with the previously existing local marketing agreement.
The operating revenues of the Company are derived from local and national
advertisers and, to a much lesser extent, from the networks and program
syndicators for the broadcast of programming and from other broadcast-related
activities. The primary operating expenses involved in owning and operating
television stations are employee compensation, programming, news gathering,
production, promotion and the solicitation of advertising.
Television stations receive revenues for advertising sold for placement within
and adjoining locally originated programming and adjoining their network
programming. Advertising rates are set based upon a variety of factors,
including the size and demographic makeup of the market served by the station, a
program's popularity among viewers whom an advertiser wishes to attract, the
number of advertisers competing for the available time, the availability of
alternative advertising media in the market area, a station's overall ability to
attract viewers in its market area and the station's ability to attract viewers
among particular demographic groups that an advertiser may be targeting.
Advertising rates are also affected by an aggressive and knowledgeable sales
force and the development of projects, features and programs that tie advertiser
messages to programming.
The Company's advertising revenues are generally highest in the first and third
quarters of each fiscal year, due in part to increases in retail advertising in
the period leading up to and including
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<PAGE>
the holiday season and active advertising in the spring. The fluctuation in the
Company's operating results is generally related to fluctuations in the revenue
cycle. In addition, advertising revenues are generally higher during election
years due to spending by political candidates, which is typically heaviest
during the Company's first and fourth fiscal quarters. During years in which
Olympic Games are held, there is additional demand for advertising time and, as
a result, increased advertising revenue associated with Olympic broadcasts. The
2000 Summer Olympic Games were broadcast by NBC in September 2000 in connection
with NBC's United States television rights to the Olympic Games which extend
through 2008.
The broadcast television industry is cyclical in nature, being affected by
prevailing economic conditions. Because the Company relies on sales of
advertising time for substantially all of its revenues, its operating results
are sensitive to general economic conditions and regional conditions in each of
the local market areas in which the Company's stations operate. For Fiscal 1998,
1999 and 2000, WJLA accounted for approximately one-half of the Company's total
revenues. As a result, the Company's results of operations are highly dependent
on WJLA and, in turn, the Washington, D.C. economy and, to a lesser extent, on
each of the other local economies in which the Company's stations operate. The
Company is also dependent on automotive-related advertising. Approximately 25%,
25% and 26% of the Company's total broadcast revenues for the years ended
September 30, 1998, 1999 and 2000, respectively, consisted of automotive-related
advertising. A significant decrease in such advertising could materially and
adversely affect the Company's operating results.
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Operating Revenues
The following table depicts the principal types of operating revenues, net of
agency commissions, earned by the Company for each of the last three fiscal
years and the percentage contribution of each to the total broadcast revenues of
the Company, before fees.
<TABLE>
<CAPTION>
Fiscal Year Ended September 30,
-------------------------------
1998 1999 2000
---- ---- ----
Dollars Percent Dollars Percent Dollars Percent
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Local/regional<F1> $ 92,398 49.0% $ 94,393 48.8% $101,619 47.9%
National<F2> 75,530 40.0% 77,077 39.9% 90,168 42.5%
Network compensation<F3> 6,237 3.3% 5,668 2.9% 2,930 1.4%
Political<F4> 3,291 1.8% 4,191 2.2% 4,826 2.3%
Trade and barter<F5> 8,192 4.3% 8,181 4.2% 8,748 4.1%
Other revenues<F6> 3,038 1.6% 3,879 2.0% 3,968 1.8%
------- ----- ------- ----- ------- -----
Broadcast revenues 188,686 100.0% 193,389 100.0% 212,259 100.0%
Fees<F7> (6,202) ===== (6,101) ===== (6,952) =====
------- ------- -------
Operating revenues, net $182,484 $187,288 $205,307
======= ======= =======
----------
<FN>
<F1> Represents sale of advertising time to local and regional advertisers
or agencies representing such advertisers.
<F2> Represents sale of advertising time to agencies representing national
advertisers.
<F3> Represents payment by networks for broadcasting or promoting network
programming.
<F4> Represents sale of advertising time to political advertisers.
<F5> Represents value of commercial time exchanged for goods and services
(trade) or syndicated programs (barter).
<F6> Represents miscellaneous revenue, principally receipts from tower
rental, production of commercials and revenue from the sales of
University of Arkansas sports programming to advertisers and radio
stations.
<F7> Represents fees paid to national sales representatives and fees paid
for music licenses.
</FN>
</TABLE>
Local/regional and national advertising constitute the Company's largest
categories of operating revenues, collectively representing approximately 90% of
the Company's total broadcast revenues in each of the last three fiscal years.
Although the total percentage contribution of local/regional and national
advertising has been relatively constant over such period, the growth rate of
local/regional and national advertising revenues varies annually based upon the
demand and rates for local/regional advertising time versus national advertising
time in each of the Company's markets. Local/regional advertising revenues
increased 7.5%, 2.2% and 7.7% in Fiscal 1998, 1999 and 2000, respectively; and
national advertising revenues increased 5.9%, 2.0% and 17.0% during the same
respective periods. Each other individual category of revenues represented less
than 5.0% of the Company's total revenues for each of the last three fiscal
years.
-22-
<PAGE>
Results of Operations - Fiscal 2000 Compared to Fiscal 1999
As compared to Fiscal 1999, the Company's results of operations for Fiscal 2000
principally reflect an increase in national and local/regional advertising
revenues in the Washington, D.C. market, partially offset by decreased network
compensation revenue and increased programming and news expenses in a majority
of the Company's markets.
Set forth below are selected consolidated financial data for Fiscal 1999 and
2000, respectively, and the percentage change between the years.
<TABLE>
<CAPTION>
Fiscal Year Ended September 30,
-------------------------------
Percentage
1999 2000 Change
---- ---- ------
<S> <C> <C> <C>
Operating revenues, net ......... $ 187,288 $ 205,307 9.6%
Total operating expenses ........ 131,359 134,150 2.1%
--------- ---------
Operating income ................ 55,929 71,157 27.2%
Nonoperating expenses, net ...... 40,584 40,723 0.3%
Income tax provision ............ 6,717 13,250 97.3%
--------- ---------
Net income ...................... $ 8,628 $ 17,184 99.2%
========= =========
Operating cash flow ............. $ 73,400 $ 86,817 18.3%
========= =========
</TABLE>
Net Operating Revenues
Net operating revenues for Fiscal 2000 totaled $205,307, an increase of $18,019
or 9.6%, as compared to Fiscal 1999. This increase resulted principally from
increased national and local/regional advertising revenue in the Company's
Washington, D.C. market, partially offset by decreased network compensation
revenue.
Local/regional advertising revenues increased $7,226, or 7.7%, over Fiscal 1999.
The increase was primarily attributable to an improvement in the Washington,
D.C. local/regional advertising market.
National advertising revenues increased $13,091, or 17.0%, in Fiscal 2000 over
the prior fiscal year. All of the Company's stations experienced an increase in
national advertising revenues during Fiscal 2000, with the overall increase
being primarily attributable to an improvement in the Washington, D.C. and
Harrisburg national advertising markets. Strong internet-related advertising,
particularly during the first quarter of Fiscal 2000, contributed to the
improvement in the Washington, D.C. national advertising market.
Network compensation revenue decreased $2,738, or 48.3%, from Fiscal 1999. The
decrease was principally due to the effect of the amendment of the Company's
network affiliation agreements with ABC in August 1999. This decrease was fully
offset by local/regional and
-23-
<PAGE>
national advertising revenues generated from the sale of additional prime-time
inventory obtained as part of the amendment. See "Business - Network Affiliation
Agreements and Relationship".
Political advertising revenues increased by $635, or 15.2%, in Fiscal 2000 from
Fiscal 1999. This increase was primarily due to Fiscal 2000 political
advertising leading up to the national presidential election as well as various
high-profile local elections in certain of the Company's markets that took place
in November 2000. The increase was partially offset by Fiscal 1999 political
advertising related to various high-profile local elections in many of the
Company's markets that took place in November 1998.
No individual advertiser accounted for more than 5% of the Company's broadcast
revenues during Fiscal 2000 or 1999.
Total Operating Expenses
Total operating expenses in Fiscal 2000 were $134,150, an increase of $2,791, or
2.1%, compared to total operating expenses of $131,359 in Fiscal 1999. This net
increase consisted of an increase in television operating expenses, excluding
depreciation and amortization, of $4,068, a decrease in depreciation and
amortization of $1,811 and an increase in corporate expenses of $534.
Television operating expenses, excluding depreciation and amortization, totaled
$113,617 in Fiscal 2000, an increase of $4,068, or 3.7%, when compared to
television operating expenses of $109,549 in Fiscal 1999. This television
operating expense increase was primarily attributable to increased programming
and news expenses across a majority of the Company's stations. The increased
programming expenses during Fiscal 2000 included certain one-time and
non-recurring programming events occurring during the first and fourth quarters.
Excluding these expenses, television operating expenses increased 2.3% during
Fiscal 2000.
Depreciation and amortization expense of $15,660 in Fiscal 2000 decreased
$1,811, or 10.4%, from $17,471 in Fiscal 1999. The decrease was primarily
attributable to decreased depreciation on the assets acquired in Birmingham and
Harrisburg during Fiscal 1996. Additionally, amortization expense decreased
during Fiscal 2000 as a result of the completion of the acquisition of WJSU on
March 22, 2000. Prior to March 22, 2000, the costs to acquire the option to
purchase WJSU were amortized over the ten-year term of the option. Upon
completion of the acquisition, the portion of the purchase price assigned to the
broadcast license and network affiliation of WJSU is being amortized over its
estimated useful life of 40 years.
Corporate expenses in Fiscal 2000 increased $534, or 12.3%, from Fiscal 1999.
The increase was primarily due to increased key-man life insurance expense.
Operating Income
Operating income of $71,157 in Fiscal 2000 increased $15,228, or 27.2%, compared
to operating income of $55,929 in Fiscal 1999. The operating profit margin in
Fiscal 2000 increased to 34.7%
-24-
<PAGE>
from 29.9% for the prior fiscal year. The increases in operating income and
margin were the result of net operating revenues increasing more than total
operating expenses as discussed above.
Operating Cash Flow
Operating cash flow increased to $86,817 in Fiscal 2000 from $73,400 in Fiscal
1999, an increase of $13,417, or 18.3%. This increase was a result of net
operating revenues increasing more than television operating expenses as
discussed above. The Company believes that operating cash flow, defined as
operating income plus depreciation and amortization, is important in measuring
the Company's financial results and its ability to pay principal and interest on
its debt because of the Company's level of non-cash expenses attributable to
depreciation and amortization of intangible assets. Operating cash flow does not
purport to represent cash flows from operating activities determined in
accordance with generally accepted accounting principles as reflected in the
Company's consolidated financial statements, is not a measure of financial
performance under generally accepted accounting principles, should not be
considered in isolation or as a substitute for net income or cash flows from
operating activities and may not be comparable to similar measures reported by
other companies.
Nonoperating Expenses, Net
Interest expense increased by $58 from $42,154 in Fiscal 1999 to $42,212 in
Fiscal 2000. The average balance of debt outstanding, including capital lease
obligations, was $447,078 and $445,403 for Fiscal 1999 and 2000, respectively,
and the weighted average interest rate on debt was 9.35% and 9.39% for the years
ended September 30, 1999 and 2000, respectively.
Income Taxes
The provision for income taxes in Fiscal 2000 of $13,250 increased by $6,533, or
97.3%, when compared to the provision for income taxes of $6,717 in Fiscal 1999.
The increase was directly related to the $15,089, or 98.3%, increase in income
before income taxes.
Net Income
Net income for Fiscal 2000 of $17,184 increased $8,556, or 99.2%, when compared
to net income of $8,628 in Fiscal 1999. The increase in net income was
attributable to the improved operating results for Fiscal 2000 as discussed
above.
Results of Operations - Fiscal 1999 Compared to Fiscal 1998
As compared to Fiscal 1998, the Company's results of operations for Fiscal 1999
principally reflect continued audience and market share gains in the Birmingham
market, increased demand by advertisers in the Little Rock market and increased
political advertising revenues in a majority of the Company's markets. The
comparative results are also impacted by the effect of the Company's $150,000
offering of its 8.875% Senior Subordinated Notes due 2008 (the " 8.875% Notes")
-25-
<PAGE>
during the second quarter of Fiscal 1998. The cash proceeds of the offering, net
of offering expenses, of approximately $146,000 were used to redeem the
Company's 11.5% Senior Subordinated Debentures due 2004 (the " 11.5%
Debentures") on March 3, 1998 with the balance used to repay certain amounts
outstanding under the Company's revolving credit facility. The Company incurred
a loss, net of the related income tax effect, of $5,155 on the early
extinguishment of the 11.5% Debentures resulting primarily from the payment of a
call premium and write-off of remaining deferred financing costs.
Set forth below are selected consolidated financial data for Fiscal 1998 and
1999, respectively, and the percentage change between the years.
<TABLE>
<CAPTION>
Fiscal Year Ended September 30,
-------------------------------
Percentage
1998 1999 Change
---- ---- ------
<S> <C> <C> <C>
Operating revenues, net ................ $ 182,484 $ 187,288 2.6%
Total operating expenses ............... 129,637 131,359 1.3%
--------- ---------
Operating income ....................... 52,847 55,929 5.8%
Nonoperating expenses, net ............. 41,514 40,584 (2.2)%
Income tax provision ................... 5,587 6,717 20.2%
--------- ---------
Income before extraordinary loss ....... 5,746 8,628 50.2%
Extraordinary loss, net of income
tax benefit ...................... (5,155) -- (100.0)%
--------- ---------
Net income ............................. $ 591 $ 8,628 1,359.9%
========= =========
Operating cash flow .................... $ 71,769 $ 73,400 2.3%
========= =========
</TABLE>
Net Operating Revenues
Net operating revenues for Fiscal 1999 totaled $187,288, an increase of $4,804,
or 2.6%, as compared to Fiscal 1998. This increase resulted principally from
increased local/regional and national advertising revenue in the Company's
Birmingham and Little Rock markets, increased political advertising demand in a
majority of the Company's markets and increased revenue related to University of
Arkansas sports programming in Little Rock. The revenue growth in Birmingham was
achieved through continued audience and market share gains.
Local/regional advertising revenues increased $1,995, or 2.2%, over Fiscal 1998.
The increase was primarily attributable to market share gains in Birmingham as
well as an improvement in the Harrisburg and Little Rock local/regional
advertising markets, partially offset by a weakening in the Washington, D.C.
market for local/regional advertisers.
National advertising revenues increased $1,547, or 2.0%, in Fiscal 1999 over the
prior fiscal year. The increase was principally attributable to market share
gains in Birmingham as well as an improvement in the Washington, D.C. national
advertising market, partially offset by a weakening in the Harrisburg market for
national advertisers.
-26-
<PAGE>
Network compensation revenue decreased $569, or 9.1%, from Fiscal 1998. Of this
decrease, approximately $400 was due to the effect of the amendment of the
Company's network affiliation agreements with ABC in August 1999, and was
largely offset by local/regional and national advertising revenues generated
from the sale of additional prime-time inventory obtained as part of the
amendment. See " Business - Network Affiliation Agreements and Relationship".
Political advertising revenues increased by $900, or 27.3%, in Fiscal 1999 from
Fiscal 1998. This increase was primarily due to various high-profile local
political elections in many of the Company's markets that took place during
Fiscal 1999 with no comparable political elections occurring during Fiscal 1998.
The increase was partially offset by Fiscal 1998 political advertising leading
up to the Fiscal 1999 elections.
No individual advertiser accounted for more than 5% of the Company's broadcast
revenues during Fiscal 1999 or 1998.
Total Operating Expenses
Total operating expenses in Fiscal 1999 were $131,359, an increase of $1,722, or
1.3%, compared to total operating expenses of $129,637 in Fiscal 1998.
Television operating expenses, excluding depreciation and amortization, totaled
$109,549 in Fiscal 1999, an increase of $3,402, or 3.2%, when compared to
television operating expenses of $106,147 in Fiscal 1998. This television
operating expense increase was primarily attributable to increased news and
related promotional expenses at the Company's Washington, D.C. station,
increased expenses related to University of Arkansas sports programming in
Little Rock and increased programming expenses across a majority of the
Company's stations. The overall increase in programming expenses was mitigated
due to the fact that WJLA did not purchase the rights to broadcast the preseason
Washington Redskins football games in Fiscal 1999 as it had done in Fiscal 1998.
Depreciation and amortization expense of $17,471 in Fiscal 1999 decreased
$1,451, or 7.7%, from $18,922 in Fiscal 1998. The decrease was primarily
attributable to decreased depreciation from the facility construction and
equipment purchases in Birmingham during Fiscal 1996.
Corporate expenses in Fiscal 1999 decreased $229, or 5.0%, from Fiscal 1998. The
decrease was due to decreases in various expenses, including life insurance,
compensation and travel.
Operating Income
Operating income of $55,929 in Fiscal 1999 increased $3,082, or 5.8%, compared
to operating income of $52,847 in Fiscal 1998. The operating profit margin in
Fiscal 1999 increased to 29.9% from 29.0% for the prior fiscal year. The
increases in operating income and margin were the result of net operating
revenues increasing more than total operating expenses as discussed above.
-27-
<PAGE>
Operating Cash Flow
Operating cash flow increased to $73,400 in Fiscal 1999 from $71,769 in Fiscal
1998, an increase of $1,631, or 2.3%. This increase was a result of net
operating revenues increasing more than television operating expenses as
discussed above. The Company believes that operating cash flow, defined as
operating income plus depreciation and amortization, is important in measuring
the Company's financial results and its ability to pay principal and interest on
its debt because of the Company's level of non-cash expenses attributable to
depreciation and amortization of intangible assets. Operating cash flow does not
purport to represent cash flows from operating activities determined in
accordance with generally accepted accounting principles as reflected in the
Company's consolidated financial statements, is not a measure of financial
performance under generally accepted accounting principles, should not be
considered in isolation or as a substitute for net income or cash flows from
operating activities and may not be comparable to similar measures reported by
other companies.
Nonoperating Expenses, Net
Interest expense of $42,154 for Fiscal 1999 decreased by $2,186, or 4.9%, from
$44,340 in Fiscal 1998. This decrease was principally due to the incremental
interest expense in the prior fiscal year associated with carrying both the
newly-issued 8.875% Notes and the 11.5% Debentures from January 22, 1998 until
the redemption of the 11.5% Debentures on March 3, 1998 after the redemption
notice period was completed as well as the reduced weighted average interest
rate on debt during Fiscal 1999 as a result of the Company's refinancing of its
11.5% Debentures.
The average amount of debt outstanding and the weighted average interest rate on
such debt for Fiscal 1998 and 1999 approximated $449,431 and 9.7%, and $436,546
and 9.4%, respectively. The decreased average debt balance during Fiscal 1999
was primarily due to carrying both the newly-issued 8.875% Notes and the 11.5%
Debentures from January 22, 1998 until the redemption of the 11.5% Debentures on
March 3, 1998 after the redemption notice period was completed. Had the Company
redeemed the 11.5% Debentures on January 22, 1998, the average balance of debt
would have been $430,507 for Fiscal 1998.
Interest income of $2,760 in Fiscal 1999 decreased $579, or 17.3%, as compared
to interest income of $3,339 in Fiscal 1998. The decrease was primarily due to
interest earned in the prior fiscal year from temporarily investing the majority
of the proceeds from the issuance of the 8.875% Notes for the period from
January 22, 1998 until March 3, 1998 at which time the Company redeemed the
11.5% Debentures.
Income Taxes
The provision for income taxes in Fiscal 1999 of $6,717 increased by $1,130, or
20.2%, when compared to the provision for income taxes of $5,587 in Fiscal 1998.
The increase was directly related to the $4,012, or 35.4%, increase in income
before income taxes and extraordinary loss, partially offset by a reduction in
the Company's overall effective income tax rate in Fiscal 1999.
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<PAGE>
Income Before Extraordinary Loss
Income before extraordinary loss in Fiscal 1999 increased by $2,882 from $5,746
in Fiscal 1998. This increase was the result of increased operating income and
reduced nonoperating expenses, partially offset by increased income taxes as
discussed above.
Net Income
Net income for Fiscal 1999 of $8,628 increased $8,037, or 1,359.9%, when
compared to net income of $591 in Fiscal 1998. The increase in net income was
attributable to the improved operating results for Fiscal 1999 as discussed
above as well as the effect of the Fiscal 1998 extraordinary loss on early
repayment of debt of $5,155.
Liquidity and Capital Resources
Cash Provided by Operations
The Company's principal source of working capital is cash flow from operations
and borrowings under its revolving credit facility. As reported in the
consolidated statements of cash flows, the Company's net cash provided by
operating activities was $28,302 and $33,579 for Fiscal 1999 and 2000,
respectively. The $5,277 increase in cash flows from operating activities was
principally due to the $8,556 increase in net income, partially offset by
decreased depreciation and amortization as well as increased accounts receivable
and program rights.
Distributions to Related Parties
The Company periodically makes advances in the form of distributions to
Perpetual. For Fiscal 1998, 1999 and 2000, the Company made cash advances net of
repayments to Perpetual of $18,804, $16,199 and $25,733, respectively. The
advances to Perpetual are non-interest bearing and, as such, do not reflect
market rates of interest-bearing loans to unaffiliated third parties. In
addition, during Fiscal 1998, 1999 and 2000, the Company was charged by
Perpetual and made payments to Perpetual for federal and state income taxes
totaling $433, $4,328 and $8,808, respectively.
At present, the primary sources of repayment of net advances is through the
ability of the Company to pay dividends or make other distributions, and there
is no immediate intent for the amounts to be repaid. Accordingly, these advances
have been treated as a reduction of stockholder's investment and are described
as "distributions" in the Company's Consolidated Financial Statements.
During Fiscal 1991, the Company made a $20,000 11.06% loan to Allnewsco. This
amount has been reflected in the Company's Consolidated Financial Statements on
a consistent basis with other distributions to owners. The loan had stated
repayment terms consisting of annual principal installments of approximately
$2,220 commencing January 1997 through January 2005 and payments of interest
semi-annually. During Fiscal 1997 and 1998, the Company deferred the first
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<PAGE>
two annual principal installment payments pending renegotiation of the repayment
terms. Effective July 1, 1998, the note was amended to extend the maturity date
to January 2008 and defer all principal installments until maturity, with the
principal balance also due upon demand. In exchange for the amendment, Allnewsco
paid to the Company the amount of $650. Interest payments on the loan
approximate $2,200 annually and have been made in accordance with the terms of
the note. The Company expects it will continue to receive such payments on a
current basis. To date, interest payments from Allnewsco have been funded by
advances from Perpetual to Allnewsco. The Company anticipates that at least a
portion of such payments will be funded in a similar manner for the foreseeable
future. However, there can be no assurance that Allnewsco will have the ability
to make such interest payments in the future.
Under the terms of the Company's borrowing agreements, future advances,
distributions and dividends to related parties are subject to certain
restrictions. The Company anticipates that, subject to such restrictions, ACC
will make distributions and loans to related parties in the future. Subsequent
to September 30, 2000 and through November 14, 2000, the Company made additional
net distributions to owners of $2,780.
Indebtedness
The Company's total debt, including the current portion of long-term debt,
decreased from $429,629 at September 30, 1999 to $427,729 at September 30, 2000.
This debt, net of applicable discounts, consists of $274,167 of the 9.75%
Debentures, $150,000 of the 8.875% Notes and $3,562 of capital lease
obligations. The decrease of $1,900 in total debt from September 30, 1999 to
September 30, 2000 was primarily due to a net decrease in capital lease
obligations. As of September 30, 2000, there were no amounts outstanding under
the Company's $40,000 revolving credit facility. The revolving credit facility
is secured by the pledge of the stock of the Company and its subsidiaries and
matures April 16, 2001. The Company intends to enter into a new revolving credit
facility for a comparable amount to be available no later than the maturity of
the current facility.
Under the existing borrowing agreements, the Company is subject to restrictive
covenants which place limitations upon payments of cash dividends, issuance of
capital stock, investment transactions, incurrence of additional obligations and
transactions with affiliates. In addition, the Company must maintain specified
levels of operating cash flow and working capital and comply with other
financial covenants. Compliance with the financial covenants is measured at the
end of each quarter, and as of September 30, 2000, the Company was in compliance
with those financial covenants. The Company is also required to pay a commitment
fee of .375% per annum based on any unused portion of the revolving credit
facility.
Other Uses of Cash
During Fiscal 1998, 1999 and 2000, the Company made $9,191, $11,377 and $5,048,
respectively, of capital expenditures, of which $634 and $1,528 were financed
through capital lease transactions during Fiscal 1998 and 1999, respectively.
The increase in capital expenditures from Fiscal 1998 to Fiscal 1999 related
primarily to completion of the project enabling WJLA to
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<PAGE>
simultaneously broadcast its programming over its second channel authorized to
transmit a digital television signal as well as an expansion to the Company's
Tulsa office and studio facility. The decrease in capital expenditures from
Fiscal 1999 to Fiscal 2000 was primarily due to completion of the previously
referenced projects at WJLA and KTUL. The Company anticipates that capital
expenditures for Fiscal 2001 will approximate $6,000 and will be primarily for
the acquisition of technical equipment and vehicles to support operations.
Management expects that the source of funds for these anticipated capital
expenditures will be cash provided by operations and capital lease transactions.
The Company has a $7,000 annually renewable lease credit facility for the
purpose of financing capital expenditures. Interest rates under the lease credit
facility are based upon the lessor's cost of funds and are fixed over the
five-year term of each respective lease. This facility expires on June 30, 2001
and is renewable annually on mutually satisfactory terms. The Company currently
intends to renew this facility. At September 30, 2000, there were no amounts
outstanding under this lease credit facility, and $3,562 was outstanding under a
previous lease credit facility.
The Company regularly enters into program contracts for the right to broadcast
television programs produced by others and program commitments for the right to
broadcast programs in the future. Such programming commitments are generally
made to replace expiring or canceled program rights. During Fiscal 1998, 1999
and 2000, the Company made cash payments of approximately $17,600, $17,200 and
$20,500, respectively, for rights to television programs. As of September 30,
2000, the Company had commitments to acquire further program rights through
September 30, 2005 totaling $47,337 and anticipates cash payments for program
rights will approximate $20,000 per year for the foreseeable future. The Company
currently intends to fund these commitments with cash provided by operations.
The Company completed its acquisition of WJSU on March 22, 2000 (See "Owned
and/or Programmed Stations - WBMA/WCFT/WJSU: Birmingham (Anniston and
Tuscaloosa), Alabama"). The Company funded the purchase price of $3,372 with
cash provided by operations.
Based upon the Company's current level of operations, management believes that
available cash, together with available borrowings under the revolving credit
facility and lease credit facility, will be adequate to meet the Company's
anticipated future requirements for working capital, capital expenditures and
scheduled payments of interest on its debt for the next twelve months.
ACC's cash flow from operations and consequent ability to service its debt is,
in part, dependent upon the earnings of its subsidiaries and the distribution
(through dividends or otherwise) of those earnings to ACC, or upon loans,
advances or other payments of funds by those subsidiaries to ACC. As of
September 30, 2000, 74% of the assets of ACC were held by operating subsidiaries
and for Fiscal 2000, approximately 50% of ACC's net operating revenues were
derived from the operations of ACC's subsidiaries.
Income Taxes
The operations of the Company are included in a consolidated federal income tax
return filed by Perpetual. In accordance with the terms of a tax sharing
agreement between the Company and
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<PAGE>
Perpetual, the Company is required to pay to Perpetual its federal income tax
liability, computed based upon statutory federal income tax rates applied to the
Company's consolidated taxable income. The Company files separate state income
tax returns with the exception of Virginia which is included in a combined state
income tax return filed by Perpetual. In accordance with the terms of the tax
sharing agreement, the Company is required to pay to Perpetual its combined
Virginia income tax liability, computed based upon statutory Virginia income tax
rates applied to the Company's combined Virginia net taxable income. Taxes
payable to Perpetual are not reduced by losses generated in prior years by the
Company. In addition, the amounts payable by the Company to Perpetual under the
tax sharing agreement are not reduced if losses of other members of the
Perpetual group are utilized to offset taxable income of the Company for
purposes of the Perpetual consolidated federal or Virginia state income tax
returns.
The provision for income taxes is determined in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes,"
which requires that the consolidated amount of current and deferred income tax
expense for a group that files a consolidated income tax return be allocated
among members of the group when those members issue separate financial
statements. Perpetual allocates a portion of its consolidated current and
deferred income tax expense to the Company as if the Company and its
subsidiaries were separate taxpayers. The Company records deferred tax assets,
to the extent it is considered more likely than not that such assets will be
realized in future periods, and deferred tax liabilities for the tax effects of
the differences between the bases of its assets and liabilities for tax and
financial reporting purposes. To the extent a deferred tax asset would be
recorded due to the incurrence of losses for federal or Virginia state income
tax purposes, any such benefit recognized is effectively distributed to
Perpetual as such benefit will not be recognized in future years pursuant to the
tax sharing agreement.
Inflation
The impact of inflation on the Company's consolidated financial condition and
consolidated results of operations for each of the periods presented was not
material.
New Accounting Standards
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" was
issued during the year ended September 30, 1998. Additionally, the U.S.
Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No.
101, "Revenue Recognition in Financial Statements" during the year ended
September 30, 2000. SFAS No. 133, as amended, and SAB No. 101, as amended, will
become effective during the year ending September 30, 2001 and will have no
impact on the Company's financial position or results of operations.
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<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
At September 30, 2000, the Company had other financial instruments consisting
primarily of long-term fixed interest rate debt. Such debt, with future
principal payments of $425,000, matures during the year ending September 30,
2008. At September 30, 2000, the carrying value of such debt was $424,167, the
fair value was $408,000 and the weighted average interest rate was 9.4%. The
fair market value of long-term fixed interest rate debt is subject to interest
rate risk. Generally, the fair market value of fixed interest rate debt will
increase as interest rates fall and decrease as interest rates rise. The Company
estimates the fair value of its long-term debt using either quoted market prices
or by discounting the required future cash flows under its debt using borrowing
rates currently available to the Company, as applicable. The Company actively
monitors the capital markets in analyzing its capital raising decisions.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA
See Index on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
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<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT
Executive officers and directors of ACC are as follows:
<TABLE>
<CAPTION>
Name Age Title
---- --- -----
<S> <C> <C>
Joe L. Allbritton 75 Chairman of the Executive Committee and Director
Barbara B. Allbritton 63 Vice President and Director
Lawrence I. Hebert 54 Chairman, Chief Executive Officer and Director
Robert L. Allbritton 31 President and Director
Frederick J. Ryan, Jr. 45 Vice Chairman, Executive Vice President, Chief
Operating Officer and Director
W.E. Tige Savage 32 Director
Jerald N. Fritz 49 Vice President, Legal and Strategic Affairs,
General Counsel
Stephen P. Gibson 35 Vice President and Chief Financial Officer
</TABLE>
JOE L. ALLBRITTON is the founder of ACC and was Chairman of the Board of
Directors from its inception until 1998. In April 1998, Mr. Allbritton became
Chairman of the Executive Committee of the Board of Directors of ACC. In
addition to his position with ACC, Mr. Allbritton has served as Chairman of the
Board of Riggs National Corporation ("Riggs") (owner of banking operations in
Washington, D.C., Maryland, Virginia, Florida and internationally) from 1981 to
the present; Chairman of the Board of Riggs Bank N.A. ("Riggs Bank") since 1983
and its Chief Executive Officer since 1982; Director of Riggs Bank Europe Ltd.
since 1984 and its Chairman of the Board since 1992; Chairman of the Board and
owner since 1958 of Perpetual (indirect owner of ACC and 80% owner through
Allnewsco of NewsChannel 8, a Virginia-based cable programming service);
Chairman of Allnewsco since its inception in 1990; Chairman of the Board and
owner since 1988 of Westfield; Chairman of the Board of Houston Financial
Services Ltd. Since 1977; Chairman of the Board of WSET since 1974; a Manager of
KATV, KTUL and WCIV since 1997; Chairman of the Board of Allfinco, Harrisburg
Television and TV Alabama since 1995; Chairman of the Board of AGI and
Allbritton Jacksonville, Inc. ("AJI") since 1996; a Director of Allbritton New
Media, Inc. ("ANMI") since 1999; and a Trustee and President of The Allbritton
Foundation since 1971. Mr. Allbritton is the husband of Barbara B. Allbritton
and the father of Robert L. Allbritton. See "Certain Relationships and Related
Transactions".
BARBARA B. ALLBRITTON has been a Director of ACC since its inception and one of
its Vice Presidents since 1980. In addition to her position with ACC, Mrs.
Allbritton has been a Director of Riggs since 1991; a Director and Vice
President of WSET since 1976; a Vice President and Director of Perpetual since
1978; a Director of Houston Financial Services since 1977; a Director of
Allnewsco since 1990; a Trustee and Vice President of The Allbritton Foundation
since 1971; a Director of Allfinco, Harrisburg Television and TV Alabama since
1995; a Manager of KATV, KTUL and WCIV since 1997; a Director of ANMI since
1999; and a Director of AGI and AJI since 1996. Mrs. Allbritton is the wife of
Joe L. Allbritton and the mother of Robert L. Allbritton. See "Certain
Relationships and Related Transactions".
-34-
<PAGE>
LAWRENCE I. HEBERT has been Chairman of the Board and Chief Executive Officer of
ACC since April 1998 and a Director of ACC since 1981. He also serves as a
member of the Executive Committee of the Board of Directors of ACC. He served as
Vice Chairman of the Board of ACC from 1983 to 1998, and was its President from
1984 to 1998. He has been a Director of Perpetual since 1980 and its President
since 1981; President of Westfield since 1988; President and a Director of
Westfield News Publishing, Inc. since 1991; a Director of WSET since 1982; a
Manager of KATV, KTUL and WCIV since 1997; Vice Chairman of the Board of Houston
Financial Services since 1977; a Director of Allnewsco since 1989; President and
a Director of ATP since 1989; a Vice President and a Director of Allfinco since
1995; a Director of Harrisburg Television and TV Alabama since 1995; President
and a Director of AGI since 1996; a Director of AJI since 1996; and a Director
and Vice President of ANMI since 1999. In addition, Mr. Hebert was Vice Chairman
of the Board of Riggs from 1988 to 1993, and has been a Director of Riggs since
1988; a Director of Riggs Bank Europe Ltd. since 1987; a Director of Riggs Bank
from 1981 to 1988; a Director of Allied Capital Corporation (venture capital
fund) since 1989; and a Trustee of The Allbritton Foundation since 1997.
ROBERT L. ALLBRITTON has been President of ACC since 1998 and a Director of ACC
since 1993. He also serves as a member of the Executive Committee of the Board
of Directors of ACC. He served as Executive Vice President and Chief Operating
Officer of ACC from 1994 to 1998. He has been President and a Director of ANMI
since 1999; President and a Manager of Irides, LLC ("Irides") since 1999; a
Director of Allnewsco since 1992; a Director of Riggs Bank from 1994 to 1997 and
Riggs Bank Europe Ltd. since 1994; a Director of Riggs since 1994; and a Trustee
and Vice President of The Allbritton Foundation since 1992. He has been a
Director of Perpetual since 1993; President and Director of Allfinco and
Harrisburg Television since 1995; Vice President and a Director of TV Alabama
since 1995; Vice President and a Director of AGI since 1996; Vice President and
a Director of AJI since 1996 and President of KTUL since 1997. He has been a
Manager of KATV, KTUL and WCIV since 1997. He is the son of Joe L. and Barbara
B. Allbritton. See "Certain Relationships and Related Transactions".
FREDERICK J. RYAN, JR. has been Executive Vice President and Chief Operating
Officer of ACC since 1998 and a Director and Vice Chairman of ACC since 1995. He
served as Senior Vice President of ACC from 1995 to 1998. He is also Executive
Vice President of KATV, KTUL, WSET, WCIV, Harrisburg Television, TV Alabama, AJI
and Allnewsco as well as Vice President of ANMI. He previously served as Chief
of Staff to former President Ronald Reagan (1989-1995) and Assistant to the
President in the White House (1982-1989). Prior to his government service, Mr.
Ryan was an attorney with the Los Angeles firm of Hill, Farrer and Burrill. Mr.
Ryan presently serves as Chairman of the Ronald Reagan Presidential Library
Foundation, a Director of Ford's Theatre and Trustee of Ronald Reagan Institute
of Emergency Medicine at George Washington University. Mr. Ryan is a Director of
Riggs Bank and Chairman of its International Committee since April 2000; a
Director of Riggs Bank Europe Ltd. in London since 1996; and was a member of the
Board of Consultants for Riggs Bank (1996-2000).
-35-
<PAGE>
W.E. TIGE SAVAGE has been a Director of ACC since 1999. In addition to his
position with ACC, Mr. Savage serves as Executive Vice President of Riggs
Capital Partners and has served as Vice President of Irides since 1999. Prior to
serving in this capacity, he served as Executive Vice President of Riggs Bank
(1998-2000); Vice President and Special Assistant to the Chairman of Riggs
(1993-1996); Group Manager, Credit Underwriting Group, Riggs Bank (1992-1993);
and Associate, Corporate Banking, Riggs Bank (1991). Mr. Savage also previously
served as Associate, Corporate Finance at Dillon Read and Co. in 1997.
JERALD N. FRITZ has been a Vice President of ACC since 1987, serving as its
General Counsel and overseeing strategic planning and governmental affairs. He
also has served as a Vice President of Westfield and ATP since 1988, a Vice
President of Allnewsco since 1989 and a Vice President of Allfinco since 1995.
He has been a Vice President of AGI since 1996 and a Vice President of ANMI and
Irides since 1999. From 1981 to 1987, Mr. Fritz held several positions with the
FCC, including Chief of Staff, Legal Counsel to the Chairman and Chief of the
Common Carrier Bureau's Tariff Division. Mr. Fritz practiced law with the
Washington, D.C. firm of Pierson, Ball & Dowd, specializing in communications
law from 1978 to 1981 and from 1980 to 1983 was on the adjunct faculty of George
Mason University Law School teaching communications law and policy. Mr. Fritz
began his legal career with the FCC in 1976 and began his career in broadcasting
in 1973 with WGN-TV, Chicago. He currently serves as an elected director of the
National Association of Broadcasters ("NAB") and a member of the Governing
Committee of the Communications Forum of the American Bar Association. He serves
on the Futures and Copyright Committees of the NAB and the Legislative Committee
of the ABC Affiliates Association.
STEPHEN P. GIBSON has been a Vice President of ACC since 1997 when he joined the
Company. He served as Vice President and Controller and was named Chief
Financial Officer in 1998. He is also Vice President of AGI, KATV, KTUL, WSET,
WCIV, Allfinco, Harrisburg Television, TV Alabama, ATP, AJI, Allnewsco, ANMI and
Irides. Prior to joining ACC, Mr. Gibson served as Controller for COMSAT RSI
Plexsys Wireless Systems, a provider of wireless telecommunications equipment
and services, from 1994 to 1997. From 1987 to 1994, Mr. Gibson held various
positions with the accounting firm of Price Waterhouse LLP, the latest as Audit
Manager.
-36-
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth compensation paid to the Company's Chief
Executive Officer and the four most highly compensated Company executive
officers for Fiscal 2000, 1999 and 1998:
<TABLE>
<CAPTION>
Summary Compensation Table<F1>
------------------------------
Name and Fiscal Other Annual All Other
Principal Position Year Salary Bonus Compensation Compensation
------------------ ---- ------ ----- ------------ ------------
<S> <C> <C> <C> <C>
Joe L. Allbritton 2000 $550,000 $121,700<F2>
Chairman of the Executive 1999 550,000 112,500<F2>
Committee 1998 550,000 106,300<F2>
Lawrence I. Hebert<F1> 2000 200,000 $75,000
Chairman and Chief 1999 200,000 55,000
Executive Officer 1998 150,000 50,000
Robert L. Allbritton<F1> 2000 200,000 75,000
President 1999 200,000 55,000
Frederick J. Ryan, Jr.<F3> 2000 200,000 75,000 4,700<F4>
Chief Operating Officer 1999 200,000 55,000 5,900<F4>
1998 150,000 55,000 4,700<F4>
Jerald N. Fritz<F5> 2000 180,000 50,000 4,600<F4>
Vice President, Legal 1999 170,000 55,000 5,000<F4>
and Strategic Affairs 1998 160,000 55,000 5,200<F4>
----------
<FN>
<F1> Lawrence I. Hebert, Chairman and Chief Executive Officer of ACC, and
Robert L. Allbritton, President of ACC, are paid cash compensation by
Perpetual for services to Perpetual and other interests of Joe L.
Allbritton, including ACC. The portion of such compensation related to
ACC is allocated to ACC and included as compensation above. In
addition, Mr. Robert L. Allbritton is paid management fees directly by
ACC which are also included as compensation above. For Mr. Robert L.
Allbritton for Fiscal 1998, his reportable ACC compensation was less
than $100,000, and is, therefore, not included herein.
<F2> Represents the imputed premium cost related to certain split dollar
life insurance policies on the life of Mr. Joe L. Allbritton. The
annual premiums on such policies are paid by ACC. Upon the death of
the insured, ACC will receive the cash value of the policies up to the
amount of its investments, and the remaining proceeds will be paid to
the insured's beneficiary. The imputed premium cost is calculated on
the difference between the face value of the policy and the cash
surrender value.
<F3> Frederick J. Ryan, Jr. receives additional compensation from Perpetual
for services to Perpetual and other interests of Joe L. Allbritton,
including the Company. This additional compensation is not allocated
among these interests, and the Company does not reimburse Perpetual
for any portion of this additional compensation to Mr. Ryan. The
portion of the additional compensation paid by Perpetual to Mr. Ryan
that may be attributable to his services to the Company has not been
quantified. Such portion is not material to the consolidated financial
condition or results of operations of the Company.
<F4> These amounts reflect annual contributions by ACC to the Company's
401(k) Plan.
<F5> Jerald N. Fritz is paid compensation by ACC for services to the
Company and Perpetual. Perpetual has reimbursed ACC for $4,600,
$22,000 and $31,000 of the compensation shown in the table for Mr.
Fritz in Fiscal 1998, 1999 and 2000, respectively.
</FN>
</TABLE>
-37-
<PAGE>
The Company does not have a Compensation Committee of its Board of Directors.
Compensation of executive officers is determined by Joe L. Allbritton, Lawrence
I. Hebert and Robert L. Allbritton. Directors of the Company are not separately
compensated for membership on the Board of Directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The authorized capital stock of ACC consists of 20,000 shares of common stock,
par value $0.05 per share (the "ACC Common Stock"), all of which is outstanding,
and 1,000 shares of preferred stock, 200 shares of which have been designated
for issue as Series A Redeemable Preferred Stock, par value $1.00 per share (the
"Series A Preferred Stock"), no shares of which are issued and outstanding.
ACC Common Stock
Joe L. Allbritton controls Perpetual. Perpetual owns 100% of the outstanding
common stock of AGI, and AGI owns 100% of the outstanding ACC Common Stock.
There is no established public trading market for ACC Common Stock.
Each share of ACC Common Stock has an equal and ratable right to receive
dividends when and as declared by the Board of Directors of ACC out of assets
legally available therefor.
In the event of a liquidation, dissolution or winding up of ACC, holders of ACC
Common Stock are entitled to share ratably in assets available for distribution
after payments to creditors and to holders of any preferred stock of ACC that
may at the time be outstanding. The holders of ACC Common Stock have no
preemptive rights to subscribe to additional shares of capital stock of ACC.
Each share of ACC Common Stock is entitled to one vote in elections of directors
and all other matters submitted to a vote of ACC's stockholder.
-38-
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(Dollars in thousands)
Distributions to Related Parties
The Company periodically makes advances in the form of distributions to
Perpetual. For Fiscal 2000, the Company made cash advances to Perpetual of
$275,024 and Perpetual made repayments on these cash advances of $249,291.
Accordingly, the net change in distributions to related parties during Fiscal
2000 was an increase of $25,733. The advances to Perpetual are non-interest
bearing and, as such, do not reflect market rates of interest-bearing loans to
unaffiliated third parties. In addition, the Company was charged by Perpetual
and made payments to Perpetual for federal and state income taxes in the amount
of $8,808. As a result of making advances of tax payments in accordance with the
terms of the tax sharing agreement between the Company and Perpetual, the
Company earned interest income from Perpetual in the amount of $304.
At present, the primary source of repayment of net advances is through the
ability of the Company to pay dividends or make other distributions, and there
is no immediate intent for the amounts to be repaid. Accordingly, these advances
have been treated as a reduction of stockholder's investment and are described
as "distributions" in the Company's Consolidated Financial Statements.
During Fiscal 1991, the Company made a $20,000 11.06% loan to Allnewsco. This
amount has been reflected in the Company's Consolidated Financial Statements on
a consistent basis with other distributions to owners. The loan had stated
repayment terms consisting of annual principal installments of approximately
$2,220 commencing January 1997 through January 2005 and payments of interest
semi-annually. During Fiscal 1997 and 1998, the Company deferred the first two
annual principal installment payments pending renegotiation of the repayment
terms. Effective July 1, 1998, the note was amended to extend the maturity date
to January 2008 and defer all principal installments until maturity, with the
principal balance also due upon demand. In exchange for the amendment, Allnewsco
paid to the Company the amount of $650. Interest payments on the loan
approximate $2,200 annually and have been made in accordance with the terms of
the note. The Company expects it will continue to receive such payments on a
current basis. To date, interest payments from Allnewsco have been funded by
advances from Perpetual to Allnewsco. The Company anticipates that at least a
portion of such payments will be funded in a similar manner for the foreseeable
future. However, there can be no assurance that Allnewsco will have the ability
to make such interest payments in the future.
Under the terms of the Company's borrowing agreements, future advances,
distributions and dividends to related parties are subject to certain
restrictions. The Company anticipates that, subject to such restrictions, ACC
will make distributions and loans to related parties in the future. Subsequent
to September 30, 2000 and through November 14, 2000, the Company made additional
net distributions to owners of $2,780.
-39-
<PAGE>
Management Fees
Management fees of $500 were paid to Perpetual by the Company for Fiscal 2000.
The Company also paid executive compensation in the form of management fees to
Joe L. Allbritton and Robert L. Allbritton for Fiscal 2000 in the amount of $550
and $190, respectively. The Company expects to pay management fees to Perpetual,
Mr. Joe L. Allbritton and Mr. Robert L. Allbritton during Fiscal 2001 of
approximately $550, $550 and $200, respectively. The Company believes that
payments to Perpetual, Mr. Joe L. Allbritton and Mr. Robert L. Allbritton will
continue in the future and that the amount of the management fees is at least as
favorable to the Company as those prevailing for comparable transactions with or
involving unaffiliated parties.
Income Taxes
The operations of the Company are included in a consolidated federal income tax
return filed by Perpetual. In accordance with the terms of a tax sharing
agreement between the Company and Perpetual, the Company is required to pay to
Perpetual its federal income tax liability, computed based upon statutory
federal income tax rates applied to the Company's consolidated taxable income.
The Company files separate state income tax returns with the exception of
Virginia which is included in a combined state income tax return filed by
Perpetual. In accordance with the terms of the tax sharing agreement, the
Company is required to pay to Perpetual its combined Virginia income tax
liability, computed based upon statutory Virginia income tax rates applied to
the Company's combined Virginia net taxable income. Taxes payable to Perpetual
are not reduced by losses generated in prior years by the Company. In addition,
the amounts payable by the Company to Perpetual under the tax sharing agreement
are not reduced if losses of other members of the Perpetual group are utilized
to offset taxable income of the Company for purposes of the Perpetual
consolidated federal or Virginia state income tax returns.
The provision for income taxes is determined in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes,"
which requires that the consolidated amount of current and deferred income tax
expense for a group that files a consolidated income tax return be allocated
among members of the group when those members issue separate financial
statements. Perpetual allocates a portion of its consolidated current and
deferred income tax expense to the Company as if the Company and its
subsidiaries were separate taxpayers. The Company records deferred tax assets,
to the extent it is considered more likely than not that such assets will be
realized in future periods, and deferred tax liabilities for the tax effects of
the differences between the bases of its assets and liabilities for tax and
financial reporting purposes. To the extent a deferred tax asset would be
recorded due to the incurrence of losses for federal or Virginia state income
tax purposes, any such benefit recognized is effectively distributed to
Perpetual as such benefit will not be recognized in future years pursuant to the
tax sharing agreement.
-40-
<PAGE>
Office Space
ACC leases corporate headquarters space from Riggs Bank which owns office
buildings in Washington, D.C. Riggs Bank is a wholly-owned subsidiary of Riggs.
According to the most recently filed Schedule 13D amendment, approximately 42.6%
of the common stock of Riggs is deemed to be beneficially owned by Riggs'
Chairman, Joe L. Allbritton, and 7.7% of the common stock is deemed to be
beneficially owned by Riggs' director, Barbara B. Allbritton, including in each
case 7.2% of the common stock of which Mr. and Mrs. Allbritton share beneficial
ownership. During Fiscal 2000, ACC paid Riggs Bank $283 for the office space.
ACC expects to pay approximately $290 for such space during Fiscal 2001.
Management believes the same terms and conditions would have prevailed had they
been negotiated with a nonaffiliated company.
Local Advertising Revenues
WJLA generated advertising revenue from Riggs Bank approximating $227 during
Fiscal 2000. The amount of total advertising it may purchase for Fiscal 2001 is
unknown. Management believes that the terms of the transactions would be
substantially the same or at least as favorable to ACC as those prevailing for
comparable transactions with or involving nonaffiliated companies.
Internet Services
The Company has entered into various agreements with Irides, LLC ("Irides") to
provide certain of the Company's stations with web site design, hosting and
maintenance services. Irides is a wholly-owned subsidiary of Allbritton New
Media, Inc. ("ANMI") which in turn is an 80%-owned subsidiary of Perpetual. The
remaining 20% of ANMI is owned by Mr. Robert L. Allbritton who has options to
acquire up to a total of 80% ownership of ANMI. The Company incurred fees of
$143 to Irides during Fiscal 2000, and the Company expects to pay fees to Irides
during Fiscal 2001 for services performed of approximately $60. Management
believes that the terms and conditions of the agreements would be substantially
the same or at least as favorable to the Company as those prevailing for
comparable transactions with or involving nonaffiliated companies.
-41-
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Consolidated Financial Statements
See Index on p. F-1 hereof.
(2) Financial Statement Schedule II - Valuation and Qualifying Accounts and
Reserves
See Index on p. F-1 hereof.
(3) Exhibits
See Index on p. A-1 hereof.
(b) No reports on Form 8-K were filed during the fourth quarter of Fiscal 2000.
-42-
<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY
---------------------------------
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
Page
----
Report of Independent Accountants......................................... F-2
Consolidated Balance Sheets as of September 30, 1999 and 2000............. F-3
Consolidated Statements of Operations and Retained Earnings
for the Years Ended September 30, 1998, 1999 and 2000.................. F-4
Consolidated Statements of Cash Flows for the Years Ended
September 30, 1998, 1999 and 2000...................................... F-5
Notes to Consolidated Financial Statements................................ F-6
Financial Statement Schedule for the Years Ended
September 30, 1998, 1999 and 2000
II- Valuation and Qualifying Accounts and Reserves..................... F-18
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder
Allbritton Communications Company
In our opinion, the consolidated financial statements listed in the index on
page F-1 present fairly, in all material respects, the financial position of
Allbritton Communications Company (an indirectly wholly-owned subsidiary of
Perpetual Corporation) and its subsidiaries at September 30, 1999 and 2000, and
the results of their operations and their cash flows for each of the three years
in the period ended September 30, 2000, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Washington, D.C.
November 14, 2000
F-2
<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except share information)
<TABLE>
<CAPTION>
September 30,
-------------
1999 2000
---- ----
ASSETS
Current assets
<S> <C> <C>
Cash and cash equivalents.......................................... $ 14,437 $ 11,913
Accounts receivable, less allowance for doubtful
accounts of $1,424 and $1,181 .................................. 35,093 37,802
Program rights .................................................... 18,057 19,945
Deferred income taxes ............................................. 1,262 967
Interest receivable from related party ............................ 492 492
Other ............................................................. 2,434 2,535
--------- ---------
Total current assets ........................................... 71,775 73,654
Property, plant and equipment, net .................................... 47,098 42,185
Intangible assets, net ................................................ 139,134 136,718
Deferred financing costs and other .................................... 9,661 8,412
Cash surrender value of life insurance ................................ 7,015 8,038
Program rights ........................................................ 1,185 927
--------- ---------
$ 275,868 $ 269,934
========= =========
LIABILITIES AND STOCKHOLDER'S INVESTMENT
Current liabilities
Current portion of long-term debt.................................. $ 1,921 $ 1,759
Accounts payable .................................................. 3,699 3,105
Accrued interest payable .......................................... 11,156 11,156
Program rights payable ............................................ 22,721 25,257
Accrued employee benefit expenses ................................. 4,470 4,798
Other accrued expenses ............................................ 3,570 4,503
--------- ---------
Total current liabilities ...................................... 47,537 50,578
Long-term debt ........................................................ 427,708 425,970
Program rights payable ................................................ 1,672 1,568
Deferred rent and other ............................................... 3,048 2,341
Accrued employee benefit expenses ..................................... 2,112 1,644
Deferred income taxes ................................................. 5,138 7,729
--------- ---------
Total liabilities .............................................. 487,215 489,830
--------- ---------
Commitments and contingent liabilities (Note 9)
Stockholder's investment
Preferred stock, $1 par value, 800 shares authorized, none issued.. -- --
Common stock, $.05 par value, 20,000 shares authorized, issued
and outstanding ................................................ 1 1
Capital in excess of par value .................................... 6,955 6,955
Retained earnings ................................................. 54,054 71,238
Distributions to owners, net (Note 7) ............................. (272,357) (298,090)
--------- ---------
Total stockholder's investment ................................. (211,347) (219,896)
--------- ---------
$ 275,868 $ 269,934
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(Dollars in thousands)
<TABLE>
<CAPTION>
Years Ended September 30,
-------------------------
1998 1999 2000
---- ---- ----
<S> <C> <C> <C>
Operating revenues, net ............................ $ 182,484 $ 187,288 $ 205,307
--------- --------- ---------
Television operating expenses, excluding
depreciation and amortization ................... 106,147 109,549 113,617
Depreciation and amortization ...................... 18,922 17,471 15,660
Corporate expenses ................................. 4,568 4,339 4,873
--------- --------- ---------
129,637 131,359 134,150
--------- --------- ---------
Operating income ................................... 52,847 55,929 71,157
Nonoperating income (expense)
Interest income
Related party ................................ 2,222 2,480 2,562
Other ........................................ 1,117 280 331
Interest expense ................................ (44,340) (42,154) (42,212)
Other, net ...................................... (513) (1,190) (1,404)
--------- --------- ---------
Income before income taxes and extraordinary loss .. 11,333 15,345 30,434
Provision for income taxes ......................... 5,587 6,717 13,250
--------- --------- ---------
Income before extraordinary loss ................... 5,746 8,628 17,184
Extraordinary loss on early repayment of debt,
net of income tax benefit of $3,176 ............. (5,155) -- --
--------- --------- ---------
Net income ......................................... 591 8,628 17,184
Retained earnings, beginning of year ............... 44,835 45,426 54,054
--------- --------- ---------
Retained earnings, end of year ..................... $ 45,426 $ 54,054 $ 71,238
========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
Years Ended September 30,
-------------------------
1998 1999 2000
---- ---- ----
Cash flows from operating activities:
<S> <C> <C> <C>
Net income ........................................ $ 591 $ 8,628 $ 17,184
--------- --------- ---------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization ..................... 18,922 17,471 15,660
Other noncash charges ............................. 1,267 1,257 1,424
Extraordinary loss on early repayment of debt ..... 5,155 -- --
Provision for doubtful accounts ................... 268 519 474
(Gain) loss on disposal of assets ................. (53) (3) 23
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable ............................ 733 (2,044) (3,183)
Program rights ................................. (3,128) (206) (1,630)
Other current assets ........................... 525 (431) (269)
Other noncurrent assets ........................ (270) (1,313) (914)
Deferred income taxes .......................... -- 444 295
Increase (decrease) in liabilities:
Accounts payable ............................... (972) 1,051 (594)
Accrued interest payable ....................... 391 -- --
Program rights payable ......................... 1,287 2,422 2,432
Accrued employee benefit expenses .............. 1,273 (255) (140)
Other accrued expenses ......................... (682) (687) 933
Deferred rent and other liabilities ............ 369 (388) (707)
Deferred income taxes .......................... 2,346 1,837 2,591
--------- --------- ---------
Total adjustments ........................... 27,431 19,674 16,395
--------- --------- ---------
Net cash provided by operating activities ... 28,022 28,302 33,579
--------- --------- ---------
Cash flows from investing activities:
Capital expenditures .............................. (8,557) (9,849) (5,048)
Exercise of option to acquire assets of WJSU ...... -- -- (3,372)
Proceeds from disposal of assets .................. 367 40 66
--------- --------- ---------
Net cash used in investing activities ....... (8,190) (9,809) (8,354)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from issuance of debt .................... 150,000 -- --
Deferred financing costs .......................... (4,481) -- --
Prepayment penalty on early repayment
of debt ........................................ (5,842) -- --
Repayments under lines of credit, net ............. (12,700) -- --
Principal payments on long-term debt and
capital leases ................................. (124,322) (1,706) (2,016)
Distributions to owners, net of certain charges ... (134,814) (282,090) (275,024)
Repayments of distributions to owners ............. 118,755 265,891 249,291
--------- --------- ---------
Net cash used in financing activities ....... (13,404) (17,905) (27,749)
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents . 6,428 588 (2,524)
Cash and cash equivalents, beginning of year ......... 7,421 13,849 14,437
--------- --------- ---------
Cash and cash equivalents, end of year ............... $ 13,849 $ 14,437 $ 11,913
========= ========= =========
Supplemental disclosure of cash flow information:
Cash paid for interest ......................... $ 43,949 $ 41,926 $ 41,981
========= ========= =========
Cash paid for state income taxes ............... $ 105 $ 48 $ 529
========= ========= =========
Non-cash investing and financing activities:
Equipment acquired under capital leases ........ $ 634 $ 1,528 $ --
========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
NOTE 1 - THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES
Allbritton Communications Company (the Company) is an indirectly wholly-owned
subsidiary of Perpetual Corporation (Perpetual), a Delaware corporation, which
is controlled by Mr. Joe L. Allbritton. The Company owns ABC network-affiliated
television stations serving seven diverse geographic markets:
Station Market
------- ------
WJLA Washington, D.C.
WBMA/WCFT/WJSU Birmingham (Anniston and Tuscaloosa), Alabama
WHTM Harrisburg-Lancaster-York-Lebanon, Pennsylvania
KATV Little Rock, Arkansas
KTUL Tulsa, Oklahoma
WSET Roanoke-Lynchburg, Virginia
WCIV Charleston, South Carolina
Consolidation-The consolidated financial statements include the accounts of the
Company and its wholly and majority-owned subsidiaries after elimination of all
significant intercompany accounts and transactions.
Use of estimates and assumptions-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 and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates
and assumptions.
Revenue recognition-Revenues are generated principally from sales of commercial
advertising and are recorded as the advertisements are broadcast net of agency
and national representative commissions and music license fees. For certain
program contracts which provide for the exchange of advertising time in lieu of
cash payments for the rights to such programming, revenue is recorded as
advertisements are broadcast at the estimated fair value of the advertising time
given in exchange for the program rights.
Cash and cash equivalents-The Company considers all highly liquid investments
purchased with original maturities of three months or less to be cash
equivalents.
F-6
<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
Program rights-The Company has entered into contracts for the rights to
television programming. Payments related to such contracts are generally made in
installments over the contract period. Program rights which are currently
available and the liability for future payments under such contracts are
reflected in the consolidated balance sheets. Program rights are amortized
primarily using the straight-line method over the twelve month rental period.
Certain program rights with lives greater than one year are amortized using
accelerated methods. Program rights expected to be amortized in the succeeding
year and amounts payable within one year are classified as current assets and
liabilities, respectively. The program rights are reflected in the consolidated
balance sheets at the lower of unamortized cost or estimated net realizable
value based on management's expectation of the net future cash flows to be
generated by the programming.
Property, plant and equipment-Property, plant and equipment are recorded at cost
and depreciated over the estimated useful lives of the assets. Maintenance and
repair expenditures are charged to expense as incurred and expenditures for
modifications and improvements which increase the expected useful lives of the
assets are capitalized. Depreciation expense is computed using the straight-line
method for buildings and straight-line and accelerated methods for furniture,
machinery and equipment. Leasehold improvements are amortized using the
straight-line method over the lesser of the term of the related lease or the
estimated useful lives of the assets. The useful lives of property, plant and
equipment for purposes of computing depreciation and amortization expense are:
Buildings...................................... 15-40 years
Leasehold improvements......................... 5-32 years
Furniture, machinery and equipment
and equipment under capital leases....... 3-20 years
Intangible assets-Intangible assets consist of values assigned to broadcast
licenses and network affiliations as well as favorable terms on contracts and
leases. Additionally, prior to the completion of the Company's acquisition of
WJSU on March 22, 2000, intangible assets included the option to acquire the
assets of WJSU (the Option) (see Note 2). The amounts assigned to intangible
assets were based on the results of independent valuations and are amortized on
a straight-line basis over their estimated useful lives. Broadcast licenses and
network affiliations are amortized over 40 years, and the premiums for favorable
terms on contracts and leases are amortized over the terms of the related
contracts and leases (19 to 25 years). Prior to the completion of the Company's
acquisition of WJSU, the Option was amortized over the term of the Option and
the associated local marketing agreement (10 years). Upon completion of the
acquisition, the portion of the purchase price assigned to the broadcast license
and network affiliation of WJSU is being amortized over its estimated useful
life of 40 years. The Company assesses the recoverability of intangible assets
on an ongoing basis by evaluating whether amounts can be recovered through
undiscounted cash flows over the remaining amortization period.
F-7
<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
Deferred financing costs-Costs incurred in connection with the issuance of
long-term debt are deferred and amortized to other nonoperating expense on a
straight-line basis over the term of the underlying financing agreement. This
method does not differ significantly from the effective interest rate method.
Deferred rent-Rent concessions and scheduled rent increases in connection with
operating leases are recognized as adjustments to rental expense on a
straight-line basis over the associated lease term.
Concentration of credit risk-Financial instruments that potentially subject the
Company to concentrations of credit risk consist principally of certain cash and
cash equivalents and receivables from advertisers. The Company invests its
excess cash with high-credit quality financial institutions and at September 30,
2000 had an overnight repurchase agreement with a financial institution for
$10,031. Concentrations of credit risk with respect to receivables from
advertisers are limited as the Company's advertising base consists of large
national advertising agencies and high-credit quality local advertisers. As is
customary in the broadcasting industry, the Company does not require collateral
for its credit sales which are typically due within thirty days.
Income taxes-The operations of the Company are included in a consolidated
federal income tax return filed by Perpetual. In accordance with the terms of a
tax sharing agreement between the Company and Perpetual, the Company is required
to pay to Perpetual its federal income tax liability, computed based upon
statutory federal income tax rates applied to the Company's consolidated taxable
income. The Company files separate state income tax returns with the exception
of Virginia which is included in a combined state income tax return filed by
Perpetual. In accordance with the terms of the tax sharing agreement, the
Company is required to pay to Perpetual its combined Virginia income tax
liability, computed based upon statutory Virginia income tax rates applied to
the Company's combined Virginia net taxable income. Taxes payable to Perpetual
are not reduced by losses generated in prior years by the Company. In addition,
the amounts payable by the Company to Perpetual under the tax sharing agreement
are not reduced if losses of other members of the Perpetual group are utilized
to offset taxable income of the Company for purposes of the Perpetual
consolidated federal or Virginia income tax returns.
The provision for income taxes is determined in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes,"
which requires that the consolidated amount of current and deferred income tax
expense for a group that files a consolidated income tax return be allocated
among members of the group when those members issue separate financial
statements. Perpetual allocates a portion of its consolidated current and
deferred income tax expense to the Company as if the Company and its
subsidiaries were separate taxpayers. The Company records deferred tax assets,
to the extent it is more likely than not that such assets will be realized in
future periods, and deferred tax liabilities for the tax effects of the
differences between the bases of its assets and liabilities for tax and
financial reporting purposes. To the extent a deferred tax asset would be
recorded due to the incurrence of net losses for federal or
F-8
<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
Virginia state income tax purposes, any such benefit recognized is effectively
distributed to Perpetual as such benefit will not be recognized in future years
pursuant to the tax sharing agreement.
Fair value of financial instruments-The carrying amount of the Company's cash
and cash equivalents, accounts receivable, accounts payable, accrued expenses
and program rights payable approximate fair value due to the short maturity of
those instruments. The Company estimates the fair value of its long-term debt
using either quoted market prices or by discounting the required future cash
flows under its debt using borrowing rates currently available to the Company,
as applicable.
Earnings per share-Earnings per share data are not presented since the Company
has only one shareholder.
New pronouncements-SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" was issued during the year ended September 30, 1998.
Additionally, the U.S. Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements"
during the year ended September 30, 2000. SFAS No. 133, as amended, and SAB No.
101, as amended, will become effective during the year ending September 30, 2001
and will have no impact on the Company's financial position or results of
operations.
NOTE 2 - LOCAL MARKETING AGREEMENT, ASSOCIATED OPTION AND ACQUISITION OF WJSU
On December 29, 1995, the Company, through an 80%-owned subsidiary, entered into
a ten-year local marketing agreement (LMA) with the owner of WJSU, a television
station operating in Anniston, Alabama. The LMA provided for the Company to
supply program services to WJSU and to retain all revenues from advertising
sales. In exchange, the Company paid all station operating expenses and certain
management fees to the station's owner. In connection with the LMA, the Company
entered into the Option to acquire the assets of WJSU at a cost of $15,348. The
Company exercised its option to acquire WJSU on September 14, 1999 by entering
into an asset purchase agreement for the purchase of WJSU, subject to regulatory
approval and customary closing conditions. The Company received such approval
and completed its acquisition of WJSU on March 22, 2000 for additional
consideration of $3,372. The total cost to acquire and exercise the Option was
$18,720. The acquisition was accounted for as a purchase and accordingly, the
cost of the acquired entity was assigned to the identifiable tangible and
intangible assets acquired based on their fair values at the date of purchase.
The consolidated results of operations of the Company include operating revenues
and operating expenses of WJSU from December 29, 1995 to March 21, 2000 pursuant
to the terms of the LMA, and since March 22, 2000 as an owned station.
F-9
<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
NOTE 3 - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
<TABLE>
<CAPTION>
September 30,
-------------
1999 2000
---- ----
<S> <C> <C>
Buildings and leasehold improvements ...... $ 21,207 $ 26,572
Furniture, machinery and equipment ........ 106,581 109,100
Equipment under capital leases ............ 9,392 9,317
--------- ---------
137,180 144,989
Less accumulated depreciation ............. (97,932) (106,334)
--------- ---------
39,248 38,655
Land ...................................... 2,880 2,889
Construction-in-progress .................. 4,970 641
--------- ---------
$ 47,098 $ 42,185
========= =========
</TABLE>
Depreciation and amortization expense was $13,233, $11,801 and $10,586 for the
years ended September 30, 1998, 1999 and 2000, respectively, which includes
amortization of equipment under capital leases.
NOTE 4 - INTANGIBLE ASSETS
Intangible assets consist of the following:
<TABLE>
<CAPTION>
September 30,
-------------
1999 2000
---- ----
<S> <C> <C>
Broadcast licenses and network affiliations .... $ 150,243 $ 168,249
Option to purchase the assets of WJSU .......... 15,348 --
Other intangibles .............................. 7,648 7,648
--------- ---------
173,239 175,897
Less accumulated amortization .................. (34,105) (39,179)
--------- ---------
$ 139,134 $ 136,718
========= =========
</TABLE>
Amortization expense was $5,689, $5,670 and $5,074 for the years ended September
30, 1998, 1999 and 2000, respectively. The Company does not separately allocate
amounts between broadcast licenses and network affiliations.
F-10
<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
NOTE 5 - LONG-TERM DEBT
Outstanding debt consists of the following:
<TABLE>
<CAPTION>
September 30,
-------------
1999 2000
---- ----
Senior Subordinated Debentures, due November 30, 2007
<S> <C> <C>
with interest payable semi-annually at 9.75% ................... $ 275,000 $ 275,000
Senior Subordinated Notes, due February 1, 2008
with interest payable semi-annually at 8.875% .................. 150,000 150,000
Revolving Credit Agreement, maximum amount of $40,000,
expiring April 16, 2001, secured by the outstanding
stock of the Company and its subsidiaries, interest
payable quarterly at various rates from prime or
LIBOR plus 1%, depending on certain financial
operating tests ................................................ -- --
Master Lease Finance Agreement, expired March 1, 2000
for new acquisitions, secured by the assets acquired,
interest payable monthly at variable rates as determined
on the acquisition date for each asset purchased
(7.34%-8.93% at September 30, 2000)(See Note 9) ................ 5,578 3,562
Master Equipment Lease Agreement, maximum amount of
$7,000, expiring June 30, 2001 and renewable annually,
secured by the assets acquired, interest payable
monthly at variable rates as determined on the
acquisition date for each asset purchased ...................... -- --
--------- ---------
430,578 428,562
Less unamortized discount ......................................... (949) (833)
--------- ---------
429,629 427,729
Less current maturities ........................................... (1,921) (1,759)
--------- ---------
$ 427,708 $ 425,970
========= =========
</TABLE>
On January 22, 1998, the Company completed a $150,000 offering of its 8.875%
Senior Subordinated Notes due 2008 (the Notes). The cash proceeds of the
offering, net of offering expenses, were used to redeem the Company's 11.5%
Senior Subordinated Debentures due 2004 (the 11.5% Debentures) on March 3, 1998
with the balance used to repay certain amounts outstanding under the Company's
Revolving Credit Agreement. A prepayment penalty on the early repayment of the
11.5% Debentures and the accelerated amortization of the related unamortized
deferred financing costs totaled approximately $8,331 before applicable income
tax benefit of approximately $3,176. This loss was reflected as an extraordinary
loss of $5,155 in the consolidated statement of operations for the year ended
September 30, 1998.
F-11
<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
Unamortized deferred financing costs of $8,877 and $7,737 at September 30, 1999
and 2000, respectively, are included in deferred financing costs and other
noncurrent assets in the accompanying consolidated balance sheets. Amortization
of the deferred financing costs for the years ended September 30, 1998, 1999 and
2000 was $1,136, $1,141 and $1,140 respectively, which is included in other
nonoperating expenses.
Under the existing financing agreements, the Company is subject to restrictive
covenants which place limitations upon payments of cash dividends, issuance of
capital stock, investment transactions, incurrence of additional obligations and
transactions with affiliates. In addition, the Company must maintain specified
levels of operating cash flow and working capital and comply with other
financial covenants. The Company is also required to pay a commitment fee of
.375% per annum based on any unused portion of the Revolving Credit Agreement.
The Company estimates the fair value of its Senior Subordinated Debentures and
Senior Subordinated Notes to be approximately $416,000 and $408,000 at September
30, 1999 and 2000, respectively.
NOTE 6 - INCOME TAXES
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
Years ended September 30,
-------------------------
1998 1999 2000
---- ---- ----
Current
<S> <C> <C> <C>
Federal ........... $ 3,178 $ 3,879 $ 8,498
State ............. 63 557 1,866
------- ------- -------
3,241 4,436 10,364
------- ------- -------
Deferred
Federal ........... 1,185 1,577 2,234
State ............. 1,161 704 652
------- ------- -------
2,346 2,281 2,886
------- ------- -------
$ 5,587 $ 6,717 $13,250
======= ======= =======
</TABLE>
The prepayment penalty on the early repayment of certain debt during the year
ended September 30, 1998 resulted in an extraordinary loss (see Note 5). The
extraordinary loss of $5,155 is presented net of the applicable income tax
benefit in the accompanying consolidated statement of operations. The $3,176
benefit for income taxes arising from the extraordinary loss consisted of a
$2,745 benefit for federal income tax purposes, a $258 benefit for local income
tax purposes and a $173 deferred tax benefit.
F-12
<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
The components of deferred income tax assets (liabilities) are as follows:
<TABLE>
<CAPTION>
September 30,
-------------
1999 2000
---- ----
Deferred income tax assets:
<S> <C> <C>
State and local operating loss carryforwards .... $ 2,537 $ 2,458
Accrued employee benefits ....................... 1,288 1,040
Deferred rent ................................... 926 726
Allowance for accounts receivable ............... 565 465
Other ........................................... 283 198
------- -------
5,599 4,887
Less: valuation allowance ....................... (2,238) (2,404)
------- -------
3,361 2,483
------- -------
Deferred income tax liabilities:
Depreciation and amortization ................... (7,237) (9,245)
------- -------
Net deferred income tax liabilities ................. $(3,876) $(6,762)
======= =======
</TABLE>
The Company has approximately $50,300 in state and local operating loss
carryforwards in certain jurisdictions available for future use for state and
local income tax purposes which expire in various years from 2004 through 2015.
The change in the valuation allowance for deferred tax assets of $338, $225 and
$166 during the years ended September 30, 1998, 1999 and 2000, respectively,
principally resulted from management's evaluation of the recoverability of the
loss carryforwards.
The following table reconciles the statutory federal income tax rate to the
Company's effective income tax rate for income before extraordinary loss:
<TABLE>
<CAPTION>
Years ended September 30,
-------------------------
1998 1999 2000
---- ---- ----
<S> <C> <C> <C>
Statutory federal income tax rate .................... 34.0% 34.0% 35.0%
State income taxes, net of federal income
tax benefit ........................................ 7.6 5.5 6.7
Non-deductible expenses, principally
amortization of certain intangible assets,
insurance premiums and meals and entertainment ..... 4.7 2.7 1.8
Change in valuation allowance ........................ 3.0 1.5 0.5
Other, net ........................................... -- 0.1 (0.5)
---- ---- ----
Effective income tax rate ............................ 49.3% 43.8% 43.5%
==== ==== ====
</TABLE>
F-13
<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
NOTE 7 - TRANSACTIONS WITH OWNERS AND RELATED PARTIES
In the ordinary course of business, the Company makes cash advances in the form
of distributions to Perpetual. At present, the primary source of repayment of
the net advances from the Company is through the ability of the Company to pay
dividends or make other distributions. There is no immediate intent for these
amounts to be repaid. Accordingly, such amounts have been treated as a reduction
of stockholder's investment and described as "distributions" in the accompanying
consolidated balance sheets.
The following summarizes these and certain other transactions with related
parties:
<TABLE>
<CAPTION>
Years ended September 30,
-------------------------
1998 1999 2000
---- ---- ----
Distributions to owners, beginning of
<S> <C> <C> <C>
year ................................... $ 237,354 $ 256,158 $ 272,357
Cash advances ............................. 137,992 286,418 283,832
Repayment of cash advances ................ (118,755) (265,891) (249,291)
Charge for federal and state
income taxes ........................... (433) (4,328) (8,808)
--------- --------- ---------
Distributions to owners, end of year ...... $ 256,158 $ 272,357 $ 298,090
========= ========= =========
Weighted average amount of non-interest
bearing advances outstanding during
the year ............................... $ 230,642 $ 263,320 $ 280,149
========= ========= =========
</TABLE>
Subsequent to September 30, 2000 and through November 14, 2000, the Company made
additional net distributions to owners of $2,780.
Included in distributions to owners is a $20,000 loan made in 1991 by the
Company to ALLNEWSCO, Inc. (Allnewsco), an affiliate of the Company which is
controlled by Mr. Joe L. Allbritton. This amount has been included in the
consolidated financial statements on a consistent basis with other cash advances
to related parties. The $20,000 note receivable from Allnewsco had stated
repayment terms consisting of annual principal installments approximating $2,220
commencing January 1997 through January 2005. During the years ended September
30, 1997 and 1998, the Company deferred the first two annual principal
installment payments pending renegotiation of the repayment terms. Effective
July 1, 1998, the note was amended to extend the maturity to January 2008 and
defer all principal installments until maturity, with the principal balance also
due upon demand. In exchange for the amendment, Allnewsco paid to the Company
the amount of $650. This amount is included in other noncurrent liabilities in
the accompanying consolidated balance sheets and is being amortized as an
adjustment of interest income over the remaining term of the amended note using
the interest method. The note has a stated interest rate of 11.06% and interest
is payable semi-annually. During each of the years ended September 30,
F-14
<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
1998, 1999 and 2000, the Company earned interest income from this note of
approximately $2,200. At September 30, 1999 and 2000, interest receivable from
Allnewsco under this note totaled $492. Allnewsco is current on its interest
payments.
During the years ended September 30, 1999 and 2000, the Company earned interest
income from Perpetual of $227 and $304, respectively, as a result of making
advances of tax payments in accordance with the terms of the tax sharing
agreement between the Company and Perpetual.
Management fees of $344, $504 and $500 were paid to Perpetual by the Company for
the years ended September 30, 1998, 1999 and 2000, respectively. The Company
also paid management fees to Mr. Joe L. Allbritton in the amount of $550 for
each of the years ended September 30, 1998, 1999 and 2000 and to Mr. Robert L.
Allbritton in the amount of $60, $140 and $190 for the years ended September 30,
1998, 1999 and 2000, respectively. Management fees are included in corporate
expenses in the consolidated statements of operations.
During the year ended September 30, 2000, the Company entered into various
agreements with Irides, LLC (Irides) to provide the Company's stations with
certain web site design, hosting and maintenance services. Irides is an
affiliate of the Company which is controlled by Mr. Joe L. Allbritton. The
Company paid fees of $143 to Irides during the year ended September 30, 2000.
These fees are included in television operating expenses in the consolidated
statements of operations.
The Company maintains banking and advertising relationships with and leases
certain office space from Riggs Bank N.A. (Riggs). Riggs is a wholly-owned
subsidiary of Riggs National Corporation, of which Mr. Joe L. Allbritton is the
Chairman of the Board of Directors and a significant stockholder. The majority
of the Company's cash and cash equivalents was on deposit with Riggs at
September 30, 1999 and 2000. During the year ended September 30, 2000, the
Company generated $227 in advertising revenue from Riggs. No revenue was
generated from Riggs during the years ended September 30, 1998 and 1999.
Additionally, the Company incurred $263, $275 and $283 in rental expense related
to office space leased from Riggs for the years ended September 30, 1998, 1999
and 2000, respectively.
F-15
<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
NOTE 8 - RETIREMENT PLANS
A defined contribution savings plan is maintained for eligible employees of the
Company and certain of its affiliates. Under the plan, employees may contribute
a portion of their compensation subject to Internal Revenue Service limitations
and the Company contributes an amount equal to 50% of the contribution of the
employee not to exceed 6% of the compensation of the employee. The amounts
contributed to the plan by the Company on behalf of its employees totaled
approximately $825, $882 and $899 for the years ended September 30, 1998, 1999
and 2000, respectively.
The Company also contributes to certain other multi-employer union pension plans
on behalf of certain of its union employees. The amounts contributed to such
plans totaled approximately $392, $373 and $361 for the years ended September
30, 1998, 1999 and 2000, respectively.
NOTE 9 - COMMITMENTS AND CONTINGENT LIABILITIES
The Company leases office and studio facilities and machinery and equipment
under operating and capital leases expiring in various years through 2007.
Certain leases contain provisions for renewal and extension. Future minimum
lease payments under operating and capital leases which have remaining
noncancelable lease terms in excess of one year as of September 30, 2000 are as
follows:
<TABLE>
<CAPTION>
Operating Capital
Year ending September 30, Leases Leases
------ ------
<S> <C> <C>
2001 ........................................... $ 3,682 $ 1,988
2002 ........................................... 3,429 1,430
2003 ........................................... 3,231 422
2004 ........................................... 1,051 87
2005 ........................................... 485 --
2006 and thereafter ............................ 686 --
-------- -------
$ 12,564 3,927
========
Less: amounts representing imputed interest ....... (365)
-------
3,562
Less: current portion ............................. (1,759)
-------
Long-term portion of capital lease obligations .... $ 1,803
=======
</TABLE>
Rental expense under operating leases aggregated approximately $2,900 for each
of the years ended September 30, 1998, 1999 and 2000.
F-16
<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
The Company has entered into contractual commitments in the ordinary course of
business for the rights to television programming which is not yet available for
broadcast as of September 30, 2000. Under these agreements, the Company must
make specific minimum payments approximating the following:
Year ending September 30,
2001....................................... $ 1,708
2002....................................... 19,386
2003....................................... 9,493
2004....................................... 9,499
2005....................................... 7,251
--------
$ 47,337
========
The Company has entered into various employment contracts. Future payments under
such contracts as of September 30, 2000 approximate the following:
Year ending September 30,
2001....................................... $ 5,847
2002....................................... 1,609
2003....................................... 678
2004....................................... 448
2005....................................... 203
2006....................................... 212
-------
$ 8,997
=======
The Company has entered into various deferred compensation agreements with
certain employees. Under these agreements, the Company is required to make
payments aggregating approximately $2,067 during the years 2005 through 2012. At
September 30, 1999 and 2000, the Company has recorded a deferred compensation
liability of approximately $1,337 and $878, respectively, which is included as a
component of noncurrent accrued employee benefit expenses in the accompanying
consolidated balance sheets.
The Company currently and from time to time is involved in litigation incidental
to the conduct of its business, including suits based on defamation. The Company
is not currently a party to any lawsuit or proceeding which, in the opinion of
management, if decided adverse to the Company, would be likely to have a
material adverse effect on the Company's consolidated financial condition,
results of operations or cash flows.
F-17
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
ALLBRITTON COMMUNICATIONS COMPANY
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(Dollars in thousands)
Balance at Charged Balance at
beginning to costs Charged to end of
Classification of year and expenses other accounts Deductions year
-------------- ------- ------------ -------------- ---------- ----
Year ended September 30,1998:
Allowance for doubtful
<S> <C> <C> <C> <C> <C>
accounts................ $1,618 $268 -- $(515)<F2> $1,371
====== ==== ==== ===== ======
Valuation allowance
for deferred income
tax assets.............. $1,675 $338<F1> -- $ -- $2,013
====== ==== ==== ===== ======
Year ended September 30,1999:
Allowance for doubtful
accounts................ $1,371 $519 -- $(466)<F2> $1,424
====== ==== ==== ===== ======
Valuation allowance
for deferred income
tax assets.............. $2,013 $225<F1> -- $ -- $2,238
====== ==== ==== ===== ======
Year ended September 30, 2000:
Allowance for doubtful
accounts................ $1,424 $474 -- $(717)<F2> $1,181
====== ==== ==== ===== ======
Valuation allowance
for deferred income
tax assets.............. $2,238 $166<F1> -- $ -- $2,404
====== ==== ==== ===== ======
----------
<FN>
<F1> Represents valuation allowance established related to certain net
operating loss carryforwards and other deferred tax assets for state
income tax purposes.
<F2> Write-off of uncollectible accounts, net of recoveries and collection
fees.
</FN>
</TABLE>
F-18
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ALLBRITTON COMMUNICATIONS COMPANY
By: /s/ Lawrence I. Hebert
-----------------------------
Lawrence I. Hebert
Chairman and Chief Executive Officer
Date: December 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
/s/ Joe L. Allbritton Chairman of the Executive December 28, 2000
---------------------------- Committee and Director
Joe L. Allbritton *
/s/ Barbara B. Allbritton Vice President and December 28, 2000
---------------------------- Director
Barbara B. Allbritton *
/s/ Lawrence I. Hebert Chairman, Chief Executive December 28, 2000
---------------------------- Officer and Director
Lawrence I. Hebert (principal executive officer)
/s/ Robert L. Allbritton President and Director December 28, 2000
----------------------------
Robert L. Allbritton *
/s/ Frederick J. Ryan, Jr. Vice Chairman, Executive December 28, 2000
---------------------------- Vice President, Chief Operating
Frederick J. Ryan, Jr.* Officer and Director
/s/ W.E. Tige Savage Director December 28, 2000
----------------------------
W.E. Tige Savage *
/s/ Stephen P. Gibson Vice President and December 28, 2000
---------------------------- Chief Financial Officer
Stephen P. Gibson (principal financial officer)
/s/ Elizabeth A. Haley Controller (principal December 28, 2000
---------------------------- accounting officer)
Elizabeth A. Haley
*By Attorney-in-Fact
/s/ Jerald N. Fritz
----------------------------
Jerald N. Fritz
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
3.1 Certificate of Incorporation of ACC. (Incorporated by *
reference to Exhibit 3.1 of Company's Registration Statement
on Form S-4, No. 333-02302, dated March 12, 1996)
3.2 Bylaws of ACC. (Incorporated by reference to Exhibit 3.2 of *
Registrant's Registration Statement on Form S-4, No.
333-02302, dated March 12, 1996)
4.1 Indenture dated as of February 6, 1996 between ACC and State *
Street Bank and Trust Company, as Trustee, relating to the
Debentures. (Incorporated by reference to Exhibit 4.1 of
Company's Registration Statement on Form S-4, No. 333-02302,
dated March 12, 1996)
4.2 Indenture dated as of January 22, 1998 between ACC and State *
Street Bank and Trust Company, as Trustee, relating to the
Notes. (Incorporated by reference to Exhibit 4.1 of Company's
Registration Statement on Form S-4, No. 333-45933, dated
February 9, 1998)
4.3 Form of 9.75% Series B Senior Subordinated Debentures due *
2007. (Incorporated by reference to Exhibit 4.3 of Company's
Registration Statement on Form S-4, No. 333-02302, dated March
12, 1996)
4.4 Revolving Credit Agreement dated as of April 16, 1996 by and *
among Allbritton Communications Company certain Banks, and The
First National Bank of Boston, as agent. (Incorporated by
reference to Exhibit 4.4 of Company's Quarterly Report on Form
10-Q, No. 333-02302, dated August 14, 1996)
4.5 Modification No. 1 dated as of June 19, 1996 to Revolving *
Credit Agreement. (Incorporated by reference to Exhibit 4.5 of
Company's Quarterly Report on Form 10-Q, No. 333-02302, dated
May 15, 1997)
4.6 Modification No. 2 dated as of December 20, 1996 to Revolving *
Credit Agreement. (Incorporated by reference to Exhibit 4.6 of
Company's Quarterly Report on Form 10-Q, No. 333-02302, dated
May 15, 1997)
4.7 Modification No. 3 dated as of May 14, 1997 to Revolving *
Credit Agreement. (Incorporated by reference to Exhibit 4.7 of
Company's Quarterly Report on Form 10-Q, No. 333-02302, dated
May 15, 1997)
A-1
<PAGE>
Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
4.8 Modification No. 4 dated as of September 30, 1997 to Revolving *
Credit Agreement. (Incorporated by reference to Exhibit 4.8 of
Company's Form 10-K, No. 333-02302, dated December 22, 1997)
10.1 Network Affiliation Agreement (Harrisburg Television, Inc.). *
(Incorporated by reference to Exhibit 10.3 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
10.2 Side Letter Amendment to Network Affiliation Agreement *
(Harrisburg Television, Inc.) dated August 10, 1999.
(Incorporated by reference to Exhibit 10.2 of Company's
Quarterly Report on Form 10-Q, No. 333-02302, dated August 16,
1999)
10.3 Network Affiliation Agreement (First Charleston Corp.). *
(Incorporated by reference to Exhibit 10.4 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
10.4 Side Letter Amendment to Network Affiliation Agreement (First *
Charleston Corp.) dated August 10, 1999. (Incorporated by
reference to Exhibit 10.4 of Company's Quarterly Report on
Form 10-Q, No. 333-02302, dated August 16, 1999)
10.5 Network Affiliation Agreement (WSET, Incorporated). *
(Incorporated by reference to Exhibit 10.5 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
10.6 Side Letter Amendment to Network Affiliation Agreement (WSET, *
Incorporated) dated August 10, 1999. (Incorporated by
reference to Exhibit 10.6 of Company's Quarterly Report on
Form 10-Q, No. 333-02302, dated August 16, 1999)
10.7 Network Affiliation Agreement (WJLA-TV). (Incorporated by *
reference to Exhibit 10.6 of Company's Pre-effective Amendment
No. 1 to Registration Statement on Form S-4, dated April 22,
1996)
10.8 Side Letter Amendment to Network Affiliation Agreement *
(WJLA-TV) dated August 10, 1999. (Incorporated by reference
to Exhibit 10.8 of Company's Quarterly Report on Form 10-Q,
No. 333-02302, dated August 16, 1999)
10.9 Network Affiliation Agreement (KATV Television, Inc.). *
(Incorporated by reference to Exhibit 10.7 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
A-2
<PAGE>
Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
10.10 Side Letter Amendment to Network Affiliation Agreement (KATV *
Television, Inc.) dated August 10, 1999. (Incorporated by
reference to Exhibit 10.10 of Company's Quarterly Report on
Form 10-Q, No. 333-02302, dated August 16, 1999)
10.11 Network Affiliation Agreement (KTUL Television, Inc.). *
(Incorporated by reference to Exhibit 10.8 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
10.12 Side Letter Amendment to Network Affiliation Agreement (KTUL *
Television, Inc.) dated August 10, 1999. (Incorporated by
reference to Exhibit 10.12 of Company's Quarterly Report on
Form 10-Q, No. 333-02302, dated August 16, 1999)
10.13 Network Affiliation Agreement (TV Alabama, Inc.). *
(Incorporated by reference to Exhibit 10.9 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
10.14 Amendment to Network Affiliation Agreement (TV Alabama, Inc.) *
dated January 23, 1997. (Incorporated by reference to Exhibit
10.15 to the Company's Quarterly Report on Form 10-Q, No.
333-02302, dated February 14, 1997)
10.15 Side Letter Amendment to Network Affiliation Agreement (TV *
Alabama, Inc.) dated August 10, 1999. (Incorporated by
reference to Exhibit 10.15 of Company's Quarterly Report on
Form 10-Q, No. 333-02302, dated August 16, 1999)
10.16 Tax Sharing Agreement effective as of September 30, 1991 by *
and among Perpetual Corporation, ACC and ALLNEWSCO, Inc.,
amended as of October 29, 1993. (Incorporated by reference to
Exhibit 10.11 of Company's Registration Statement on Form S-4,
No. 333-02302, dated March 12, 1996)
10.17 Second Amendment to Tax Sharing Agreement effective as of *
October 1, 1995 by and among Perpetual Corporation, ACC and
ALLNEWSCO, Inc. (Incorporated by reference to Exhibit 10.9 of
the Company's Form 10-K, No. 333-02302, dated December 22,
1998)
10.18 Master Lease Finance Agreement dated as of August 10, 1994 *
between BancBoston Leasing, Inc. and ACC, as amended.
(Incorporated by reference to Exhibit 10.16 of Company's
Registration Statement on Form S-4, No. 333-02302, dated March
12, 1996)
10.19 Master Equipment Lease Agreement dated as of November 22, 2000
between Fleet Capital Corporation and ACC.
A-3
<PAGE>
Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
10.20 Pledge of Membership Interests Agreement dated as of September *
30, 1997 by and among ACC; KTUL, LLC; KATV, LLC; WCIV, LLC;
and BankBoston, N.A. as Agent. (Incorporated by reference to
Exhibit 10.16 of Company's Form 10-K, No. 333-02302, dated
December 22, 1997)
10.21 $20,000,000 Promissory Note of ALLNEWSCO, Inc. payable to *
KTUL, LLC. (Incorporated by reference to Exhibit 10.16 of
Company's Form 10-K, No. 333-02302, dated December 22, 1998)
21. Subsidiaries of Registrant
24. Powers of Attorney
27. Financial Data Schedule (Electronic Filing Only)
-----------------
*Previously filed
A-4
<PAGE>
