<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 1996
COMMISSION FILE NUMBER 33-82274
===============================================================================
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
(Registrant's telephone number, including area code)
-------------------------
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS:
YES X NO
---- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
AS OF MAY 8, 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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<PAGE> 2
NWCG HOLDINGS CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet
- March 31, 1996 and December 31, 1995 ..................... I-1
Condensed Consolidated Statement of Operations
- Three months ended March 31, 1996 and 1995 ............... I-2
Consolidated Statement of Common
Stockholder's Equity (Deficit) .............................. I-3
Condensed Consolidated Statement of Cash Flows
- Three months ended March 31, 1996 and 1995 ............... I-4
Notes to Condensed Consolidated Financial Statements .......... I-6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............... I-8
</TABLE>
<PAGE> 3
PART II. OTHER INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Item 1. Legal Proceedings .................................... II-1
Item 2. Changes in Securities ................................ II-1
Item 3. Defaults Upon Senior Securities ...................... II-1
Item 4. Submission of Matters to a Vote of Security-Holders .. II-2
Item 5. Other Information .................................... II-2
Item 6. Exhibits and Reports on Form 8-K ..................... II-2
Signature ............................................ II-3
</TABLE>
<PAGE> 4
NWCG HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
---------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 51,257 $ 75,361
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . 161,443 175,210
Television program contract rights . . . . . . . . . . . . . . . 16,799 23,735
Film costs . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,618 83,761
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . 5,041 3,876
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . 4,410 4,410
---------- ----------
Total current assets . . . . . . . . . . . . . . . . . . . . 321,568 366,353
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . 212,710 213,059
Long-term receivables . . . . . . . . . . . . . . . . . . . . . . . . 17,435 22,819
Television program contract rights . . . . . . . . . . . . . . . . . 6,598 5,419
Film costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,216 35,393
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . 1,497,569 1,508,870
Equity investments . . . . . . . . . . . . . . . . . . . . . . . . . 36,398 36,549
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,309 34,076
Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . - 16,727
---------- ----------
$2,164,803 $2,239,265
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued expenses . . . . . . . . . . . . . . $ 71,092 $ 82,553
Television program contracts payable . . . . . . . . . . . . . . 20,157 26,872
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . 22,339 35,532
Participations and residuals payable . . . . . . . . . . . . . . 52,920 43,434
Current portion of long-term debt and notes payable . . . . . . . 24,483 32,069
---------- ----------
Total current liabilities . . . . . . . . . . . . . . . . . . 190,991 220,460
Non-current television program contracts payable. . . . . . . . . . . 7,821 7,448
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,232,753 1,237,511
Other non-current liabilities . . . . . . . . . . . . . . . . . . . . 23,950 26,257
Participations and residuals payable . . . . . . . . . . . . . . . . 15,183 23,908
Deferred tax credits . . . . . . . . . . . . . . . . . . . . . . . . 72,444 77,510
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . 344,527 353,692
Subsidiary's redeemable preferred stock . . . . . . . . . . . . . . . 335,500 335,311
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 . . . . . . . . . . . . . . . . . . . 519,754 519,767
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . (578,120) (562,599)
---------- ----------
Total stockholder's equity (deficit) . . . . . . . . . . . . . (58,366) (42,832)
---------- ----------
$2,164,803 $2,239,265
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
I-1
<PAGE> 5
NWCG HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------
1996 1995
--------- ----------
<S> <C> <C>
Net revenue:
Broadcasting . . . . . . . . . . . . . . . . . . . . . . $ 92,577 $ 67,106
Television production and distribution . . . . . . . . . 69,292 47,758
--------- ---------
161,869 114,864
Operating expenses:
Direct costs-
Broadcasting . . . . . . . . . . . . . . . . . . . . . 43,519 38,145
Television production and distribution . . . . . . . . 58,510 36,883
Selling, general and administrative-
Broadcasting . . . . . . . . . . . . . . . . . . . . . 21,904 16,109
Television production and distribution . . . . . . . . 10,168 8,953
Depreciation and amortization of intangible assets . . . . . 18,975 12,609
Corporate expenses . . . . . . . . . . . . . . . . . . . . . 5,921 4,077
--------- ---------
Income (loss) from operations . . . . . . . . . . . . . . 2,872 (1,912)
Other income (expense):
Interest and investment income . . . . . . . . . . . . . 1,408 2,492
Interest expense . . . . . . . . . . . . . . . . . . . . (32,242) (24,833)
Gain (loss) on sale of interest in NWCG . . . . . . . . . 34 (41)
Gain on sale of WSBK-TV . . . . . . . . . . . . . . . . . - 40,993
Preferred stock requirements of consolidated
subsidiary and other . . . . . . . . . . . . . . . . . (1,847) 93
--------- ---------
Other income (expense), net . . . . . . . . . . . . . (32,647) 18,704
--------- ---------
Income (loss) before income taxes, minority interest and
equity in earnings . . . . . . . . . . . . . . . . . . . (29,775) 16,792
Benefit (provision) for income taxes . . . . . . . . . . . . 4,601 (33,079)
Equity in earnings of affiliates . . . . . . . . . . . . . . (152) (152)
Minority interest in consolidated subsidiary . . . . . . . . 9,805 5,211
--------- ---------
Net loss . . . . . . . . . . . . . . . . . . . . . . . $ (15,521) $ (11,228)
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
I-2
<PAGE> 6
NWCG HOLDINGS CORPORATION
CONSOLIDATED STATEMENT OF
COMMON STOCKHOLDER'S EQUITY (DEFICIT)
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<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 . . . . . . . . . . . - - (15,521) (15,521)
Capital contribution . . . . . - (13) - (13)
--------- ------------- ------------- ----------
Balance at March 31, 1996 . . $ $ 519,754 $ (578,120) $ (58,366)
========= ============= ============= ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
I-3
<PAGE> 7
NWCG HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------
1996 1995
---------- ----------
<S> <C> <C>
Cash flow from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . $ (15,521) $ (11,228)
Adjustments to reconcile net loss to net cash used in
operating activities:
Minority interest in loss of consolidated subsidiary . (9,805) (5,211)
Loss (gain) on sale of interest in NWCG . . . . . . . (34) 41
Gain on sale of WSBK-TV . . . . . . . . . . . . . . . - (40,993)
Deferred tax provision (benefit) . . . . . . . . . . . (5,066) 25,120
Equity in earnings of affiliates . . . . . . . . . . . 152 152
Depreciation and amortization of intangible and
other assets . . . . . . . . . . . . . . . . . . . . 18,975 12,609
Television program contract rights amortization over
(under) payments . . . . . . . . . . . . . . . . . . (586) 2,089
Film cost amortization over (under) additions . . . . (2,680) 3,814
Noncash interest expense, foreign exchange and
compensation . . . . . . . . . . . . . . . . . . . . 9,937 9,385
(Increase) decrease in receivables and other assets . 17,680 (2,603)
Decrease in liabilities . . . . . . . . . . . . . . . (26,725) (13,332)
--------- ---------
Total adjustments . . . . . . . . . . . . . . . . . . 1,848 (8,929)
--------- ---------
Net cash used in operating activities . . . . . . . . . . (13,673) (20,157)
Cash flow from investing activities:
Broadcast station acquisitions, net of cash acquired . . - (360,084)
Proceeds from sale of broadcast stations . . . . . . . . - 207,500
Capital expenditures and equity investments . . . . . . . (6,600) (5,329)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 157 (500)
--------- ---------
Net cash used in investing activities . . . . . . . . . . (6,443) (158,413)
Cash flow from financing activities:
Capital contributions . . . . . . . . . . . . . . . . . . (13) 80
Subsidiary's issuance of preferred and common stock . . . 790 82
Issuance of debt, net of issuance and restructuring costs - 192,429
Increase in restricted cash . . . . . . . . . . . . . . . - (77,318)
Repayment of debt . . . . . . . . . . . . . . . . . . . . (4,765) (30,295)
--------- ---------
Net cash provided by (used in) financing activities . . . (3,988) 84,978
--------- ---------
Net decrease in cash . . . . . . . . . . . . . . . . . . . . (24,104) (93,592)
Cash balance, beginning of period . . . . . . . . . . . . . 75,361 155,699
--------- ---------
Cash balance, end of period . . . . . . . . . . . . . . . . $ 51,257 $ 62,107
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
I-4
<PAGE> 8
NWCG HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(CONTINUED)
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1996 1995
--------- ---------
<S> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid during the period for interest . . . . . . . $ 33,136 $ 27,002
========= =========
Supplemental schedule of noncash investing and financing
activities:
Purchase of television program contract rights . . $ 2,839 $ 1,854
========= =========
Argyle stations purchase:
Fair value of assets acquired . . . . . . . . . . . . $ 766,112
Purchase option applied to purchase price . . . . . . (100,000)
Cash paid, net of cash received . . . . . . . . . . . (360,084)
---------
Liabilities assumed . . . . . . . . . . . . . . . . . $ 306,028
=========
</TABLE>
See accompanying notes to condensed financial statements.
I-5
<PAGE> 9
NWCG HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1996
(unaudited)
1. DESCRIPTION OF THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES
NWCG Holdings Corporation ("Holdings" or the "Company") was formed and
incorporated on June 2, 1994 by NWCG (Parent) Holdings Corporation
("Parent"), which is a wholly-owned subsidiary of Andrews Group Incorporated
("Andrews"). Andrews subsequently contributed 37,192,236 shares of New
World Communications Group ("NWCG") Class B Common Stock, $.01 par value to
the Company. In September 1994, the Company distributed 2,682,236 of such
shares to 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 39.2% of NWCG's equity
and approximately 77.0% 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.
2. 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.
I-6
<PAGE> 10
NWCG HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1996
(unaudited)
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.
PRO FORMA FINANCIAL INFORMATION
The following condensed pro forma financial information gives effect, as of
January 1, 1995, to the purchase of the four Argyle stations, the sale of
the Boston Station, borrowings necessary to fund the acquisition, repayment
of a portion of NW Television's debt, and the issuance of NWCG preferred
stock. The pro forma financial information does not necessarily reflect the
future results or the results that would have occurred had these
transactions actually occurred on January 1, 1995 (in thousands).
<TABLE>
<CAPTION>
Pro Forma Three
Months Ended
March 31, 1995
---------------
<S> <C>
Net revenue $ 138,751
Net loss $ (13,283)
=============
</TABLE>
I-7
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
As of March 31, 1996, the Company owns approximately 39.2% of the equity
of NWCG and controls approximately 77.0% of its voting power, assuming the
conversion of NWCG's Series B Preferred Stock. NWCG 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.
RESULTS OF OPERATIONS
Three months ended March 31, 1996 Compared to 1995. Net revenue
increased $47.0 million or 40.9% in 1996 over 1995. The increase in
broadcasting revenue of $25.5 million reflects an increase of $27.0 million for
the four stations acquired on March 31, 1995 from Argyle Television Holding,
Inc. ("Argyle") and an increase of $4.2 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 $1.6 million due primarily to
political advertising. Production and distribution revenue increased $21.5
million or 45.1% primarily due to increases in network and cable revenues,
reflecting substantially increased production activity.
Operating expenses, excluding depreciation, amortization and corporate
expenses, increased $34.0 million in 1996. The television broadcasting expense
increase of $11.2 million includes $19.0 million from the Argyle stations,
offset by a decrease of $1.6 million for the Eight Stations and 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 costs. Production and distribution operating
expenses increased $22.8 million due primarily to amortization of production
costs associated with increased production activity.
Depreciation and amortization of intangible assets increased $6.4 million
in 1996 due primarily to the acquisition of the Argyle stations. Corporate
expenses increased $1.8 million in 1996 principally due to increased personnel
and salaries.
Interest expense increased $7.4 million primarily as a result of higher
debt balances for the acquisition of the broadcast television stations and the
Entertainment Line of Credit used
I-8
<PAGE> 12
primarily to fund the increased production activity. Interest and investment
income decreased $1.1 million in 1996 primarily due to lower cash and
short-term investment balances.
LIQUIDITY AND CAPITAL RESOURCES
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. NWCG'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 March 31, 1996, NWCG has total outstanding debt of $987.0 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.
To service the currently outstanding debt, NWCG plans to utilize
broadcasting and production operating cash flow. NWCG believes that operating
cash flow will be sufficient to satisfy current requirements for operating,
investing and financing activities of NWCG, including debt service prior to
final maturity. In order to meet principal payments upon the final maturity of
its various debt facilities outstanding, the earliest of which occurs in 1998,
NWCG will be required to adopt one or more alternatives, such as refinancing or
restructuring its indebtedness, selling material assets or operations or
seeking additional capital contributions. 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.
I-9
<PAGE> 13
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-10
<PAGE> 14
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).
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> 15
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
10.1 Employment Agreement, dated as of January 1, 1996, by and
between New World Television Incorporated and Farrell Reynolds
(incorporated by reference to Exhibit 10.1 of the New World
Communications Group Incorporated Form 10-Q for the quarter ended
March 31, 1996).
Exhibit 27.1 - Financial Data Schedule (for SEC use only)
(b) Reports filed on Form 8-K:
None.
II-2
<PAGE> 16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, NWCG has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
NWCG HOLDINGS CORPORATION
(Registrant)
By: \s\ Joseph P. Page
------------------------------
Joseph P. Page
Vice President and
Chief Financial Officer
Dated: May 13, 1996
II-3
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
10.1 Employment Agreement, dated as of January 1, 1996, by and
between New World Television Incorporated and Farrell
Reynolds (incorporated by reference to exhibit 10.1 of the
New World Communications Group Incorporated form 10-Q for
the quarter ended March 31, 1996).
27.1 Financial Data Schedule(for SEC use only).
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AT MARCH 31, 1996 (UNAUDITED) AND THE
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH
31, 1996 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 51,257
<SECURITIES> 0
<RECEIVABLES> 161,443
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 321,568
<PP&E> 212,710
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,164,803
<CURRENT-LIABILITIES> 190,991
<BONDS> 1,232,753
335,500
0
<COMMON> 0
<OTHER-SE> (58,366)
<TOTAL-LIABILITY-AND-EQUITY> 2,164,803
<SALES> 0
<TOTAL-REVENUES> 161,869
<CGS> 0
<TOTAL-COSTS> 102,029
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 32,242
<INCOME-PRETAX> (29,775)
<INCOME-TAX> (4,601)
<INCOME-CONTINUING> (15,521)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (15,521)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
