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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 1996
COMMISSION FILE NUMBER 33-82274
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NWCG HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3771996
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3200 WINDY HILL ROAD
SUITE 1100 - WEST
ATLANTA, GEORGIA 30339
(Address of principal executive offices)
(770) 955-0045
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS: YES X NO
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
AS OF NOVEMBER 12, 1996 THE REGISTRANT HAD 100 SHARES OF COMMON STOCK, PAR VALUE
$0.01 PER SHARE, ALL OF WHICH WERE INDIRECTLY HELD BY ANDREWS GROUP
INCORPORATED.
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NWCG HOLDINGS CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements:
Condensed Consolidated Balance Sheet
September 30, 1996 and December 31, 1995.................................. I-1
Condensed Consolidated Statement of Operations
Three months ended September 30, 1996 and 1995............................ I-2
Condensed Consolidated Statement of Operations
Nine Months Ended September 30, 1996 and 1995............................. I-3
Consolidated Statement of Stockholder's Equity (Deficit) ..................... I-4
Condensed Consolidated Statement of Cash Flows
Nine Months Ended September 30, 1996 and 1995............................. I-5
Notes to Condensed Consolidated Financial Statements.......................... I-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............................. I-13
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PART II. OTHER INFORMATION
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Item 1. Legal Proceedings............................................................. II-1
Item 2. Changes in Securities......................................................... II-1
Item 3. Defaults Upon Senior Securities............................................... II-1
Item 4. Submission of Matters to a Vote of Security-Holders........................... II-2
Item 5. Other Information............................................................. II-2
Item 6. Exhibits and Reports on Form 8-K.............................................. II-2
Signatures.................................................................... II-3
</TABLE>
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NWCG HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------------- -------------------
(UNAUDITED)
ASSETS
<S> <C> <C>
Current assets:
Cash . . . . . . . . . . . . . . . . . . $ 141,798 $ 75,361
Receivables . . . . . . . . . . . . . . . . 168,953 175,210
Television program contract rights. . . . . . . . . . 31,992 23,735
Film costs . . . . . . . . . . . . . . . . 70,837 83,761
Prepaid expenses. . . . . . . . . . . . . . . 4,783 3,876
Deferred income taxes . . . . . . . . . . . . . 4,410 4,410
------------------ -------------------
Total current assets . . . . . . . . . . . . 422,773 366,353
Property, plant and equipment. . . . . . . . . . . . . 201,450 213,059
Long-term receivables . . . . . . . . . . . . . . 11,890 22,819
Television program contract rights . . . . . . . . . . . 6,546 5,419
Film costs . . . . . . . . . . . . . . . . . . 49,572 35,393
Intangible assets . . . . . . . . . . . . . . . . 1,360,677 1,508,870
Equity investments . . . . . . . . . . . . . . . 39,624 36,549
Other assets . . . . . . . . . . . . . . . . 36,478 34,076
Assets held for sale . . . . . . . . . . . . . . . - 16,727
------------------ -------------------
$ 2,129,010 $ 2,239,265
================== ===================
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued expenses . . . . . . . . . $ 79,455 $ 82,553
Television program contracts payable . . . . . . . . . 33,404 26,872
Deferred income . . . . . . . . . . . . . . . 25,097 35,532
Participations and residuals payable . . . . . . . . . 47,753 43,434
Current portion of long-term debt and notes payable . . . . . 36,467 32,069
------------------ -------------------
Total current liabilities. . . . . . . . . . . . 222,176 220,460
Non-current television program contracts payable. . . . . . . 9,678 7,448
Long-term debt . . . . . . . . . . . . . . . . 1,143,705 1,237,511
Other non-current liabilities . . . . . . . . . . . . 22,575 26,257
Participations and residuals payable . . . . . . . . . . 7,859 23,908
Deferred tax credits . . . . . . . . . . . . . . . 89,424 77,510
Minority interest . . . . . . . . . . . . . . . . 386,322 353,692
Subsidiary's redeemable preferred stock . . . . . . . . . 311,551 335,311
Commitments and contingencies
Stockholder's equity:
Preferred stock, $.01 par value, 1,000 shares authorized, none
issued or outstanding . . . . . . . . . . . . . - -
Common stock, $.01 par value, 1,000 shares authorized, 100 shares
issued and outstanding . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . 519,782 519,767
Accumulated deficit . . . . . . . . . . . . . . (584,062) (562,599)
------------------ -------------------
Total stockholder's equity (deficit). . . . . . . . (64,280) (42,832)
------------------ -------------------
$ 2,129,010 $ 2,239,265
================== ===================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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NWCG HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
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THREE MONTHS ENDED
SEPTEMBER 30,
-------------------------------------------------
1996 1995
---------------------- ----------------------
<S> <C> <C>
Net revenue:
Broadcasting . . . . . . . . . . . . . . $ 96,339 $ 90,605
Television production and distribution . . . . . 46,592 47,889
--------------------- ---------------------
142,931 138,494
Operating expenses:
Direct costs-
Broadcasting . . . . . . . . . . . . . 44,597 45,690
Television production and distribution . . . . . 41,030 37,773
Selling, general and administrative-
Broadcasting . . . . . . . . . . . . 21,456 20,906
Television production and distribution . . . . . 11,056 10,519
Depreciation and amortization of intangible assets. . . . . 19,116 16,507
Corporate expenses . . . . . . . . . . . . . 6,789 6,296
--------------------- ---------------------
Income (loss) from operations . . . . . . . . . (1,113) 803
Other income (expense):
Interest and investment income . . . . . . . . . 2,048 2,028
Interest expense . . . . . . . . . . . . . (32,505) (31,580)
Gain on sale of interest in NWCG . . . . . . . . 3,165 390
Gain on sale of broadcast television station . . . . . 103,227 -
Merger costs . . . . . . . . . . . . . . (3,026) -
Preferred stock requirements of consolidated
subsidiary and other. . . . . . . . . . . (1,768) (1,749)
--------------------- ---------------------
Other income (expense), net . . . . . . . . 71,141 (30,911)
--------------------- ---------------------
Income (loss) before income taxes, minority interest and
equity in earnings . . . . . . . . . . . . 70,028 (30,108)
Benefit (provision) for income taxes . . . . . . . (52,867) 1,618
Equity in earnings of affiliates . . . . . . . . . 1,418 (152)
Minority interest in consolidated subsidiary . . . . . (15,747) 12,426
--------------------- ---------------------
Net income (loss) . . . . . . . . . . . $ 2,832 $ (16,216)
===================== =====================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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NWCG HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------------------------------
1996 1995
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<S> <C> <C>
Net revenue:
Broadcasting . . . . . . . . . . . . . . $ 304,481 $ 268,124
Television production and distribution . . . . . . 173,924 152,782
--------------------- ---------------------
478,405 420,906
Operating expenses:
Direct costs-
Broadcasting . . . . . . . . . . . . . 132,158 128,029
Television production and distribution . . . . . 145,691 121,525
Selling, general and administrative-
Broadcasting . . . . . . . . . . . . 64,952 57,709
Television production and distribution . . . . . 32,342 28,866
Depreciation and amortization of intangible assets. . . . . 57,323 47,805
Corporate expenses . . . . . . . . . . . . . 17,138 15,184
--------------------- ---------------------
Income from operations . . . . . . . . . . 28,801 21,788
Other income (expense):
Interest and investment income . . . . . . . . . 4,527 6,313
Interest expense . . . . . . . . . . . . . (97,298) (88,688)
Gain on sale of interest in NWCG . . . . . . . . 3,468 364
Gain on sale of broadcast television stations. . . . . 103,227 40,471
Merger costs . . . . . . . . . . . . . . (3,026) -
Preferred stock requirements of consolidated
subsidiary and other. . . . . . . . . . . (5,505) (2,744)
--------------------- ---------------------
Other income (expense), net . . . . . . . . 5,393 (44,284)
--------------------- ---------------------
Income (loss) before income taxes, minority interest and
equity in earnings . . . . . . . . . . . . 34,194 (22,496)
Provision for income taxes . . . . . . . . . . . (51,708) (34,220)
Equity in earnings of affiliates . . . . . . . . . 2,815 (455)
Minority interest in consolidated subsidiary . . . . . . (6,764) 19,980
--------------------- ---------------------
Net loss . . . . . . . . . . . . . . $ (21,463) $ (37,191)
===================== =====================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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NWCG HOLDINGS CORPORATION
CONSOLIDATED STATEMENT OF
COMMON STOCKHOLDER'S EQUITY (DEFICIT)
(IN THOUSANDS)
(UNAUDITED)
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<CAPTION>
ADDITIONAL
COMMON PAID-IN ACCUMULATED
STOCK CAPITAL DEFICIT TOTAL
------------------ ------------------- ------------------ ---------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1995. . . . $ $ 519,767 $ (562,599) $ (42,832)
Net loss. . . . . . . . . . . . . . - - (21,463) (21,463)
Capital contributions . . . . . . . - 15 - 15
--------------------- ------------------- ------------------- --------------------
Balance at September 30, 1996 . . . $ $ 519,782 $ (584,062) $ (64,280)
===================== =================== =================== ====================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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NWCG HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
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NINE MONTHS ENDED
SEPTEMBER 30,
--------------------- -- --------------------
1996 1995
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<S> <C> <C>
Cash flow from operating activities:
Net loss . . . . . . . . . . . . . . $ (21,463) $ (37,191)
Adjustments to reconcile net loss to net cash used in
operating activities:
Minority interest in earnings (loss) of consolidated
subsidiary . . . . . . . . . . . . . 6,764 (19,980)
Gain on sale of interest in NWCG . . . . . . . (3,468) (364)
Gain on sale of broadcast television stations . . . (103,227) (40,471)
Deferred tax provision . . . . . . . . . . 39,482 24,620
Equity in earnings of affiliates . . . . . . . (2,815) 455
Depreciation and amortization of intangible and. . .
other assets . . . . . . . . . . . . 57,323 47,805
Television program contract rights amortization
over(under) payments . . . . . . . . . . (721) 4,007
Film cost amortization over additions . . . . . (429) (9,012)
Noncash interest expense, foreign exchange and
compensation . . . . . . . . . . . . 31,338 26,704
(Increase) decrease in receivables and other assets . 6,312 (25,879)
Increase (decrease) in liabilities . . . . . . (27,360) 10,769
------------------ ------------------
Total adjustments. . . . . . . . . . . 3,199 18,654
------------------ ------------------
Net cash used in operating activities . . . . . . . (18,264) (18,537)
Cash flow from investing activities:
Broadcast station acquisitions, net of cash acquired . . - (360,084)
Proceeds from sale of broadcast stations . . . . . . 200,000 207,500
Capital expenditures, equity investments, and other. . . (19,451) (34,698)
------------------ ------------------
Net cash provided by (used in) investing activities. . . 180,549 (187,282)
Cash flow from financing activities:
Capital contributions . . . . . . . . . . . 15 -
Subsidiary's issuance of preferred and common stock. . . 5,234 64,734
Issuance of debt, net of issuance and restructuring costs . - 482,429
Repayment of debt . . . . . . . . . . . . (101,097) (400,267)
------------------ ------------------
Net cash provided by (used in) financing activities. . . (95,848) 146,896
------------------ ------------------
Net increase (decrease) in cash . . . . . . . . . . 66,437 (58,923)
Cash balance, beginning of period . . . . . . . . . 75,361 155,699
------------------ ------------------
Cash balance, end of period . . . . . . . . . . . $ 141,798 $ 96,776
================== ==================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
I-5
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NWCG HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(CONTINUED)
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1996 1995
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Supplemental disclosures of cash flow information:
Cash paid during the period for interest . . . . . $ 78,162 $ 69,073
================= ==================
Supplemental schedule of noncash investing and financing
activities:
Purchase of television program contract rights. . $ 37,063 $ 32,934
================= ==================
Additions to film costs . . . . . . . . . $ 93,771 $ 64,713
================= ==================
Capital Contribution . . . . . . . . . . $ - $ 9,393
================= ==================
Non-cash reduction in note payable. . . . . . $ 16,727 $ 23,702
================= ==================
Argyle stations purchase:
Fair value of assets acquired. . . . . . . . . $ 778,527
Purchase option applied to purchase price. . . . . (100,000)
Cash paid, net of cash received . . . . . . . . (360,084)
------------------
Liabilities assumed . . . . . . . . . . . . $ 318,443
==================
Cannell Purchase:
Fair value of assets acquired . . . . . . . . $ 37,643
NWCG preferred stock issued . . . . . . . . . (30,000)
------------------
Liabilities assumed . . . . . . . . . . . . $ 7,643
==================
</TABLE>
See accompanying notes to condensed financial statements.
I-6
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NWCG HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(unaudited)
1. DESCRIPTION OF NWCG AND SIGNIFICANT ACCOUNTING POLICIES
NWCG Holdings Corporation ("Holdings" or the "Company") was formed and
incorporated on June 2, 1994 by NWCG (Parent) Holdings Corporation ("NWCG
Parent"), which is a wholly-owned subsidiary of Andrews Group Incorporated
("Andrews"). Andrews subsequently contributed 37,192,236 shares of New
World Communications Group Incorporated ("NWCG") Class B Common Stock,
$.01 par value to the Company. In September 1994, the Company distributed
2,682,236 of such shares to NWCG Parent in the form of a dividend. As a
result of the above, the Company assumed Andrews' basis in NWCG. Assuming
conversion of NWCG Series B Preferred Stock, the Company controls
approximately 37.9% of NWCG's equity and approximately 79.6% of NWCG's
voting power.
INTERIM REPORTING
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles and the rules and regulations of the Securities and Exchange
Commission. In the opinion of management the statements reflect all
adjustments, which are of a normal recurring nature, necessary to present
fairly the Company's financial position, results of operations and cash
flows for the unaudited interim periods presented. Results for the interim
periods presented are not necessarily indicative of the results which
might be expected for the entire year. The unaudited condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements for the year ended December 31, 1995.
Certain prior period amounts have been reclassified to conform to current
presentation.
2. PROPOSED MERGER WITH NEWS CORP.
The Company, NWCG Parent, NWCG, and The News Corporation Limited, a South
Australia corporation ("News Corp."), entered into a binding Memorandum
of Understanding, dated as of July 17, 1996 (the "Agreement"). The
Agreement provided that the parties thereto may execute definitive
agreements to consummate the transactions contemplated by the Agreement.
On September 24, 1996, the parties entered into definitive agreements in
furtherance of the transactions contemplated by the Agreement.
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NWCG HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(unaudited)
Fox Television Stations, Inc. ("Fox"), a corporation in which News Corp.
has an indirect interest, will acquire all of the shares of Common Stock
of NWCG (other than any shares owned, directly or indirectly, by News
Corp. or any News Corp. Subsidiary or as to which dissenters' rights are
properly exercised) ("Common Stock") and NWCG will become a subsidiary of
Fox. The term "News Corp. Subsidiary" means any subsidiary of News Corp.,
Twentieth Holdings Corporation, a Delaware corporation in which News
Corp. has an indirect interest ("THC"), or any other subsidiary of THC,
including Fox. Immediately prior to the time (the "Effective Time") the
certificate of merger relating to the Merger, filed with the Secretary of
State of Delaware, becomes effective pursuant to the General Corporation
Law of the State of Delaware (the "DGCL"), Fox will purchase (the "Stock
Purchase") from NWCG Parent, pursuant to the Stock Purchase Agreement,
2,682,236 shares of NWCG Class B Common Stock ("Class B Common Stock")
owned by NWCG Parent and all of the outstanding shares of capital stock
of the Company, a Delaware corporation and a wholly owned subsidiary of
NWCG Parent ("NWCG Holdings"). NWCG Parent and the Company are affiliates
of Mafco Holdings Inc., a Delaware corporation ("Mafco"), which is wholly
owned by Mr. Ronald O. Perelman, the Chairman of the Board of Directors
of NWCG. The principal asset of the Company consists of 34,510,000 shares
of Class B Common Stock. As of September 30, 1996, NWCG Parent and the
Company owned, in the aggregate, 37,192,236 shares of Class B Common
Stock, representing approximately 52% of the outstanding Common Stock and
approximately 90% of the outstanding voting power of the outstanding
Common Stock. The consideration for such purchase will be 1.45 American
Depository Shares of News Corp. ("ADSs"), each of which represents four
fully-paid and non-assessable Preferred Limited Voting Ordinary Shares of
A$.50 each of News Corp., for each share of Common Stock directly or
indirectly acquired by Fox, with the aggregate number of ADSs issued to
NWCG Parent reduced to approximate the accreted amount of certain
indebtedness of the Company outstanding as of the Effective Time.
Pursuant to the Merger Agreement, (a) each outstanding share of Common
Stock (other than any shares owned, directly or indirectly, owned by News
Corp. or any News Corp. Subsidiary, including the shares purchased
pursuant to the Stock Purchase Agreement, and any shares of Class B
Common Stock as to which dissenters' rights are properly exercised) will
be converted into the right to receive 1.45 (the "Exchange Ratio") ADSs;
(b) pursuant to the DGCL, conversion of the shares of NWCG Series A
Preferred Stock ("Series A Preferred Stock") into ADSs pursuant to the
Merger Agreement requires the approval of the Merger Proposal by a
majority of the issued and outstanding shares of Series A Preferred Stock
(the "Series A Approval"); if the Series A Approval is obtained, each
issued and outstanding share of Series A Preferred Stock (other than any
shares owned, directly or indirectly, by News Corp. or any News Corp.
Subsidiary and any shares as to which dissenters' rights are properly
exercised) will be
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NWCG HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(unaudited)
converted into the right to receive the number of ADSs equal to the
product of (i) 1.45 times (ii) the number of shares of Class B Common
Stock that a holder of such share of Series A Preferred Stock would have
received if such share of Series A Preferred Stock had been converted into
shares of Class B Common Stock immediately prior to the Effective Time;
and (c) pursuant to the DGCL, conversion of the shares of NWCG Series E
Preferred Stock ("Series E Preferred Stock") into ADSs pursuant to the
Merger Agreement requires the approval of the Merger Proposal by a
majority of the issued and outstanding shares of Series E Preferred Stock
(the "Series E Approval"); if the Series E Approval is obtained, each
issued and outstanding share of Series E Preferred Stock (other than any
shares owned, directly or indirectly, by News Corp. or any News Corp.
Subsidiary and any shares as to which dissenters' rights are properly
exercised) will be converted into the right to receive the number of ADSs
equal to the product of (i) 1.45 times (ii) the number of shares of Class
A Common Stock that a holder of such share of Series E Preferred Stock
would have received if such share of Series E Preferred Stock had been
converted into shares of Class A Common Stock immediately prior to the
Effective Time. The transactions contemplated by the Merger Agreement and
the Stock Purchase Agreement are referred to herein as the "Transaction."
Pursuant to a Voting Agreement, dated as of September 24, 1996,
among Fox, NWCG Parent and the Company (the "NWCG Parent Voting
Agreement"), NWCG Parent and the Company agreed to vote for the Merger
Proposal. Accordingly, approval of the Merger Proposal is assured
regardless of the vote of any other stockholder of NWCG. In addition,
pursuant to a Voting Agreement, dated as of September 24, 1996, among
Apollo Advisors, L.P. ("Apollo"), News Corp. and Fox (the "Apollo Voting
Agreement"), Apollo agreed, with respect to itself and its affiliates, as
the sole holder of the issued and outstanding shares of Series A Preferred
Stock, to vote, or cause to be voted, any shares of NWCG capital stock
owned as of the Record Date for the Merger Proposal. As of September 30,
1996, Apollo and its affiliates owned all of the issued and outstanding
shares of Series A Preferred Stock. Accordingly, receipt of the Series A
Approval is assured.
Affiliates of Mafco have also entered into certain other agreements
in connection with the Transaction. Pursuant to a Purchase and Sale
Agreement, dated as of September 24, 1996, between 1440 Sepulveda Limited
Partnership, a California limited partnership (the "1440 Partnership"),
and Fox (the "Real Estate Agreement"), Fox agreed to purchase (the "Real
Estate Purchase") the land, building and related improvements where New
World's principal Los Angeles office is located (the "Real Property"). The
aggregate purchase price to be paid by Fox under the Real Estate Agreement
is $50 million. Pursuant to the Assignment and Assumption Agreement, dated
as of September 24, 1996, between Four
I-9
<PAGE> 13
NWCG HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(unaudited)
Star Holdings Corp., a Delaware corporation and an affiliate of Mafco
("Four Star Holdings"), and Fox (the "Four Star Agreement"), Fox agreed
to assume an aggregate of $46.2 million principal amount of debt of Four
Star Holdings. The liabilities represented by the Four Star Notes (as
defined herein) were retained by Four Star Holdings at the time of the
1994 reorganization of NWCG that included the transfer by an affiliate of
Mafco of New World Entertainment Ltd., a Delaware corporation ("NW
Entertainment"), to NWCG. Pursuant to a Guaranty, dated as of September
24, 1996, Mafco has agreed to guarantee the payment and performance of
certain obligations of its affiliates pursuant to the Stock Purchase
Agreement, the NWCG Parent Voting Agreement, the Real Estate Agreement
and the Four Star Agreement. Similarly, News Corp. has entered into a
Guaranty, dated as of September 24, 1996, pursuant to which News Corp.
has agreed to guarantee the payment and performance by Fox of its
obligations pursuant to the Merger Agreement, the Stock Purchase
Agreement (including the registration rights agreement attached,
thereto), the NWCG Parent Voting Agreement, the Real Estate Agreement and
the Four Star Agreement.
The consummation of the transactions contemplated by the Real Estate
Agreement is conditioned upon the satisfaction or waiver of all
conditions of the Merger other than consummation of the Real Estate
Purchase. The consummation of the transactions contemplated by the Four
Star Agreement is similarly conditioned upon satisfaction or waiver of
all conditions to the Merger other than those relating to the Four Star
Agreement. The consummation of the transactions contemplated by the Stock
Purchase Agreement is conditioned upon, among other things, satisfaction
or waiver of all conditions to the Merger (including the Real Estate
Purchase and the consummation of the transactions contemplated by the
Four Star Agreement), other than the Stock Purchase.
The Merger and the other transactions are conditioned on one another and
the Merger is subject to certain other conditions, including regulatory
approvals and the approval of the shareholders of NWCG. On November 7,
1996, the FCC issued an order, subject to finality, granting approval of
the Merger and the Stock Purchase Agreement. There can be no assurance
that all of the conditions to the consummation of the Merger will be
satisfied. No effects of the proposed merger with News Corp. are
reflected in the accompanying unaudited condensed consolidated financial
statements.
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<PAGE> 14
NWCG HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(unaudited)
3. ACQUISITIONS, DISPOSITIONS AND PRO FORMA FINANCIAL INFORMATION
WSBK-TV
In March 1995, NWCG sold its investment in WSBK-TV (the "Boston Station")
for gross proceeds of $107.5 million. NWCG repaid $19.5 million of the
Bank Credit Agreement Loans in March 1995 and $77.3 million of the Step-Up
Notes in April 1995 from the net proceeds of the Boston Station sale.
ARGYLE STATIONS
NWCG purchased certain debt and equity securities of Argyle Television
Holding Inc. ("Argyle") for total consideration of approximately $750.4
million, including the $100 million in cash paid for an option in 1994 and
assumption of debt of approximately $283.6 million. Argyle controlled four
VHF television stations, KDFW-TV (Dallas, Texas), KTBC-TV (Austin, Texas),
KTVI-TV (St. Louis, Missouri) and WVTM-TV (Birmingham, Alabama). For
financial reporting purposes, the acquisition occurred on March 31, 1995.
FCC approval for change in control of the television stations occurred on
April 14, 1995. The acquisition has been accounted for as a purchase.
CANNELL ENTERTAINMENT
In July 1995 NWCG purchased Cannell Entertainment Inc. for Series E
Cumulative Convertible Redeemable Preferred Stock ("Series E Preferred
Stock") valued at approximately $30 million and certain other
consideration. The acquisition has been accounted for as a purchase.
NBC STATIONS
In May 1996 NWCG entered into an agreement to sell substantially all of
the assets of KNSD-TV (the "San Diego Station") and WVTM-TV (the
"Birmingham Station") to National Broadcasting Company, Inc. ("NBC") for
$425 million, subject to certain adjustments. The Birmingham Station sale
was completed in August 1996 for $200 million, adjusted for working
capital. The San Diego Station sale is expected to be
I-11
<PAGE> 15
NWCG HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(unaudited)
completed in the fourth quarter of 1996 and is subject to various closing
conditions including regulatory approval which was granted on November 7,
1996.
PRO FORMA FINANCIAL INFORMATION
For the nine months ended September 30, 1995, the following condensed pro
forma financial information gives effect to, as of January 1, 1995, the
purchase of the four Argyle stations, the sale of the Boston Station, the
sale of the Birmingham Station, borrowings necessary to fund the
acquisition, repayment of a portion of NW Television's and NWC
Acquisition's debt and the issuance of preferred stock. For the nine
months ended September 30, 1996, the following condensed pro forma
financial information gives effect to, as of January 1, 1996, the sale of
the Birmingham Station and the repayment of a portion of NWC
Acquisition's debt. The pro forma financial information does not
necessarily reflect the future results or the results that would have
occurred had these transactions actually occurred on the indicated dates
(in thousands, except per share).
<TABLE>
<CAPTION>
Pro Forma Nine Pro Forma Nine
Months Ended Months Ended
September 30, 1996 September 30, 1995
--------------------- ---------------------
<S> <C> <C>
Net revenue $ 464,906 $ 430,606
Net loss $ (36,630) $ (39,039)
===================== =====================
</TABLE>
4. INCOME TAXES
Income tax expense resulted primarily from the recognition of income
taxes on the sale of WSBK-TV in 1995 and WVTM-TV in 1996 due to the lower
historical tax basis of the stations' net assets. The liability
associated with these taxes will be offset by utilization of net
operating losses. The reduction of the valuation allowance associated
with the net operating losses has been reflected as a reduction of excess
reorganization value and goodwill.
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<PAGE> 16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company operates broadcast television stations, a television
production company and filmed entertainment distribution businesses.
The following discussion and analysis of the financial condition and
results of operations of the Company should be read in conjunction with the
accompanying unaudited condensed consolidated financial statements and related
notes of the Company and its annual report for the year ended December 31, 1995.
No effects of the proposed merger with News Corp. are reflected in the
accompanying unaudited condensed consolidated financial statements (Note 2).
RESULTS OF OPERATIONS
Three months ended September 30, 1996 Compared to 1995. Net revenue
increased $4.4 million or 3.2% in 1996 over 1995. The increase in broadcasting
revenue of $5.7 million is due primarily to political advertising and the
recovery of a portion of the market share enjoyed prior to the Fox conversion
offset by the effect of the sale of the Birmingham Station. The Company had
expected the conversion to Fox to result in an initial decline in revenues.
Pending the Merger, the Company agreed not to commence production of new
programming; therefore, the Company expects production and distribution revenue
to continue to decline. Production and distribution revenue decreased $1.3
million or 2.7% primarily due to a slow down in domestic syndication activity.
Operating expenses, excluding depreciation, amortization and corporate
expenses, increased $3.3 million in 1996 primarily due to film cost
amortization.
Depreciation and amortization expense increased $2.6 million primarily
due to broadcast equipment purchases.
In August 1996, the Company completed the sale of WVTM-TV (the
"Birmingham Station") to NBC. The Company used $95 million of the net proceeds
to pay down NWC Acquisition debt.
Merger costs represent costs incurred by the Company in connection with
the Merger. The majority of the merger costs reflect the cost to terminate the
production of "Lovelines", a television show scheduled for broadcast commencing
in the third quarter, including the write-off of the production costs. In the
event the Merger is not completed, other than by reason of the Company's breach
of the Merger Agreement, Fox has agreed to reimburse the Company for all costs
directly related to the production of, termination of and distribution of
"Lovelines" plus $15 million.
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<PAGE> 17
The provision for income tax in 1996 primarily reflects the effect of
the sale of the Birmingham Station.
Nine Months Ended September 30, 1996 Compared to 1995. Net revenue
increased $57.5 million or 13.7% in 1996 over 1995. The increase in broadcasting
revenue of $36.4 million reflects an increase of $23.6 million for the four
stations acquired on March 31, 1995 from Argyle Television Holding, Inc.
("Argyle"), net of the effect of the sale of WVTM-TV in August 1996, and an
increase of $18.5 million for the eight original stations owned for both periods
("Eight Stations"), offset by a decrease of $5.7 million reflecting the sale of
WSBK-TV (Boston) in March of 1995. On a same station basis for both periods, net
revenue increased $13.2 million due primarily to political advertising and the
recovery of a portion of the market share enjoyed prior to the Fox conversion.
The Company had expected the conversion to Fox to result in an initial decline
in revenues. Production and distribution revenue increased $21.1 million or
13.8% primarily due to increases in network and cable revenues, reflecting
substantially increased production activity during the first and second quarters
of 1996.
Operating expenses, excluding depreciation, amortization and corporate
expenses, increased $39.0 million in 1996. The television broadcasting expense
increase of $11.4 million includes $18.8 million from the Argyle stations, net
of the effect of the sale of WVTM-TV in August 1996, offset by a decrease of
$1.2 million for the Eight Stations and by a decrease of $6.2 million reflecting
the sale of WSBK-TV (Boston) in March of 1995. On a same station basis for both
periods, operating expenses increased $.8 million due to higher costs to support
the increase in local programming associated with the Company's conversion of
certain broadcast stations to the Fox Network offset by lower programming
contract costs. Production and distribution operating expenses increased $27.6
million due primarily to amortization of production costs associated with
increased production activity in the first and second quarters of 1996.
Depreciation and amortization of intangible assets increased $9.5
million in 1996 due primarily to the acquisition of the Argyle stations.
Corporate expenses increased $2.0 million in 1996 principally due to increased
personnel and salaries.
Interest expense increased $8.6 million as a result of higher debt
balances for the acquisition of the broadcast television stations, the
Entertainment Line of Credit used primarily to fund the increased production
activity and the Discount Notes.
The 1996 gain on sale of broadcast television stations reflects the
sale of the Birmingham Station whereas the 1995 gain results from the March 1995
sale of WSBK-TV (Boston).
Merger costs represent costs incurred by the Company in connection with
the Merger. The majority of the merger costs reflect the cost to terminate the
production of "Lovelines" including the write-off of the production costs. In
the event the Merger is not completed, other than by reason of the Company's
breach of the Merger Agreement, Fox has agreed to reimburse
I-14
<PAGE> 18
the Company for all costs directly related to the production of, termination of
and distribution of "Lovelines" plus $15 million.
Interest and investment income decreased $1.8 million in 1996
primarily due to lower cash and short-term investment balances.
The provision for income tax results primarily from the recognition of
income taxes on the sale of the broadcast television stations.
LIQUIDITY AND CAPITAL RESOURCES
The Merger will result in a change of control under certain of the
Company's debt agreements, which will result in an event of default thereunder
or give the holders of such debt the right to require the Company to repurchase
such indebtedness. No effect of a change in control is reflected in the
accompanying unaudited condensed consolidated financial statements.
Holdings' Discount Notes
Holdings is a holding company with no business operations or source of
income of its own other than its interest in NWCG. The Company's ability to
repay the Discount Notes at maturity will be dependent on the value of the
Security Shares, and dividends and distributions, if any, related to the
Security Shares. NWCG or other affiliated entities are not required to declare
dividends or make distributions to Holdings. Holdings currently anticipates that
in order to make required payments under the Discount Notes, Holdings will be
required to adopt one or more alternatives, such as borrowing funds, selling
equity securities or seeking capital contributions or loans from Andrews or
other affiliates. None of Holdings' affiliates will be required to make any such
capital contributions or loans, and there can be no assurance that any of the
foregoing alternatives could be effected on satisfactory terms or would be
permitted by the terms of the Discount Notes, other agreements or any future
financing arrangements entered into by NWCG or its subsidiaries or Holdings'
affiliates. The following discussion relates to NWCG and its liquidity and
capital resources.
NWCG
At September 30, 1996, NWCG has total outstanding debt of $890.6
million and a cash balance of $141.8 million. NWCG has limited additional
borrowing capacity under its borrowing facilities. Significant expansion of
NWCG's broadcasting or production segments will require additional funding not
currently available to NWCG.
NWCG plans to reduce certain of its debt with the proceeds from the
pending sale of the San Diego Station to NBC. The gross proceeds from the sale
of the San Diego Station of $225 million, subject to certain adjustments, will
be used to pay off the Bank Credit Agreement Loans
I-15
<PAGE> 19
and to offer to repurchase all of the outstanding Step-Up Notes and a portion of
the 11% Notes. There is no guarantee that the offers made to repurchase the
Step-Up Notes and the 11% Notes will be accepted by all of the holders; any
remaining net proceeds will be available for use by NWCG as permitted by its
various debt instruments. NWCG used $95 million of the net proceeds from the
sale of the Birmingham Station to reduce the Acquisition Credit Agreement
balance.
Pending the anticipated closing of the Merger in the first quarter of
1997, NWCG believes it has sufficient Working Capital on hand or available from
operations and the proceeds from the sale of KNSD-TV (San Diego) to meet its
needs. Should the Merger be substantially delayed or not occur at all, NWCG
currently anticipates that any other necessary financing may be obtained through
restructuring or refinancing outstanding capitalization or possibly through
additional equity or debt financings or additional bank credit arrangements.
Should such additional sources of financing be needed to fund acquisitions or
operations and not be obtainable, NWCG's liquidity would be severely adversely
affected. There can be no assurance that any of such actions could be effected
on satisfactory terms, that they would enable NWCG to continue to satisfy NWCG's
capital requirements or that they would be permitted by the terms of existing or
future debt agreements.
NWCG's capital budget for 1996 is approximately $30 million, primarily
for the broadcasting segment. In connection with the broadcast stations' change
in affiliation to the Fox Network, the broadcasting segment provides more
locally-produced programming which requires additional capital expenditures and
operating expenses.
I-16
<PAGE> 20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See "Item 3. Legal Proceedings" of the Company's Form 10-K for the year
ended December 31, 1995 for a discussion of the action, Steven Cooperman, On
Behalf of Himself and Derivatively on Behalf of SCI Television, Inc., a Delaware
corporation (or its successor corporation, SCI Parent Corporation to be re-named
New World Communications Group, Inc.) v. Ronald O. Perelman, et al., and SCI
Television, Inc., a Delaware corporation (or its successor corporation, SCI
Parent Corporation to be re-named New World Communications Group, Inc.), Case
No. BC100359 (Superior Court of the State of California, County of Los Angeles).
In July and August 1996, Joseph Gorga, Brian Barry and Anthony
Inguaggiato commenced separate actions on behalf of themselves and, purportedly,
all other similarly situated shareholders of NWCG other than the defendants
against NWCG, its directors, News Corp. and Fox Television Stations, Inc.,
asserting, among other things, breaches of fiduciary duty, unjust enrichment and
abuse of control in connection with the transactions contemplated by the Merger
and the Agreement with News Corp. These actions, pending in the Delaware Court
of Chancery, have been or will be consolidated under the caption In re New World
Communications Group Incorporated Shareholders Litigation, C.A. No. 15110. The
consolidated actions seek equitable relief and damages, including an injunction
against the Merger. NWCG believes that the consolidated actions are without
merit and intends to contest them vigorously.
The registrant and its subsidiaries are defendants in a number of other
lawsuits which have arisen in the ordinary course of business. The registrant is
insured for a substantial portion of any potential losses and believes the
ultimate resolution of these matters will not have a material adverse affect on
the registrant.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities.
(a) Not applicable.
(b) Not applicable.
II-1
<PAGE> 21
Item 4. Submission of Matters to a Vote of Security-Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 Financial Data Schedule (for SEC use only).
(b) Reports filed on Form 8-K:
May 22, 1996 (Items 5 and 7).
July 17, 1996 (Items 1 and 7).
August 29, 1996 (Items 2 and 7)
October 7, 1996 (Items 1 and 7).
II-2
<PAGE> 22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
NWCG HOLDINGS CORPORATION
(Registrant)
By: /s/ Laurence Winoker
-------------------------------------
Laurence Winoker
Vice President and Controller
(Principal Accounting Officer)
Dated: November 13, 1996
II-3
<PAGE> 23
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule (for SEC use only).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 1996 (UNAUDITED) AND THE
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1996 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 141,798
<SECURITIES> 0
<RECEIVABLES> 168,953
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 422,773
<PP&E> 201,450
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,129,010
<CURRENT-LIABILITIES> 222,176
<BONDS> 1,143,705
311,551
0
<COMMON> 0
<OTHER-SE> (64,280)
<TOTAL-LIABILITY-AND-EQUITY> 2,129,010
<SALES> 0
<TOTAL-REVENUES> 478,405
<CGS> 0
<TOTAL-COSTS> 277,849
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 97,298
<INCOME-PRETAX> 34,194
<INCOME-TAX> 51,708
<INCOME-CONTINUING> (21,463)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (21,463)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
