<PAGE>
================================================================================
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 COMMISSION FILE NUMBER:
SEPTEMBER 30, 1997 0-25042
YOUNG BROADCASTING INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3339681
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 754-7070
----------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
----------------------------
Number of shares of Common Stock outstanding as of October 31, 1997:
11,834,504 shares of Class A Common Stock, and 2,008,840 shares of Class B
Common Stock.
================================================================================
<PAGE>
YOUNG BROADCASTING INC.
FORM 10-Q
TABLE OF CONTENTS
Part I Page
----
Item 1. Financial Statements.
Consolidated Balance Sheets as of December 31, 1996 and
September 30, 1997........................................ 2
Consolidated Statements of Operations for the Three and
Nine Months Ended September 30, 1996 and 1997............. 3
Consolidated Statements of Stockholders' Equity for the
Nine Months Ended September 30, 1997...................... 4
Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 1996 and 1997......................... 5
Notes to Consolidated Financial Statements................ 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 8
Part II.
Item 6. Exhibits and Reports on Form 8-K.......................... 17
Signatures.................................................................. 18
<PAGE>
ITEM 1. FINANCIAL STATEMENTS.
YOUNG BROADCASTING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, SEPTEMBER 30,
1996* 1997
---------------------------------------
<S> <C> <C>
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents $ 7,004,744 $ 2,362,211
Trade accounts receivable, less allowance for doubtful accounts of
$2,210,000 in 1996 and $1,146,741 in 1997 60,152,494 48,081,399
Current portion of program license rights 21,678,077 20,392,321
Prepaid expenses 2,244,590 3,611,929
---------------------------------------
Total current assets 91,079,905 74,447,860
---------------------------------------
Property and equipment, less accumulated depreciation of $79,497,810 in 1996
and $96,462,639 in 1997 147,301,955 111,636,635
Program license rights, excluding current portion 2,436,121 1,813,446
Deposits and other assets 1,497,799 1,650,975
Broadcasting licenses and other intangibles, less accumulated amortization
of $73,462,193 in 1996 and $90,168,629 in 1997 624,074,518 632,962,177
Deferred charges less accumulated amortization of $4,338,888 in 1996 and
$7,777,212 in 1997 26,760,865 25,959,610
---------------------------------------
TOTAL ASSETS $893,151,163 $848,470,703
=======================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $23,392,064 $16,636,054
Accrued expenses 19,162,107 19,944,768
Current installments of program license liability 17,312,771 13,831,779
Current installments of long-term debt 10,870,873 987,594
Current installments of obligations under capital leases 802,851 540,036
---------------------------------------
Total current liabilities 71,540,666 51,940,231
Program license liability, excluding current installments 2,403,121 1,411,777
Long-term debt, excluding current installments 666,578,324 660,354,781
Deferred taxes and other liabilities 72,124,829 71,799,107
---------------------------------------
Total liabilities 812,646,940 785,505,896
---------------------------------------
Stockholders' equity:
Class A Common Stock, $.001 par value. Authorized 20,000,000 shares; issued and
outstanding 12,208,127 shares at 1996 and 11,827,285 at 1997 12,209 11,827
Class B Common Stock, $.001 par value. Authorized 20,000,000 shares; issued and
outstanding 2,022,230 shares at 1996 and 2,008,840 at 1997 2,022 2,009
Additional paid-in capital 233,190,382 222,545,464
Accumulated deficit (152,700,390) (159,594,493)
---------------------------------------
Total stockholders' equity 80,504,223 62,964,807
---------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 893,151,163 $ 848,470,703
=======================================
</TABLE>
*Derived from the audited Financial Statements for the year ended December 31,
1996
See accompanying notes to consolidated financial statements.
2
<PAGE>
YOUNG BROADCASTING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1997 1996 1997
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net operating revenue $35,386,703 $57,938,816 $99,145,651 $190,317,699
-------------------------------------------------------------------------
Operating expenses 8,554,679 16,088,957 23,098,462 47,666,236
Amortization of program license rights 1,910,774 6,578,860 5,545,486 26,581,363
Selling, general and administrative expenses 7,051,227 10,689,480 19,932,391 32,570,124
Depreciation and amortization 7,487,248 13,035,291 20,560,565 37,167,700
Corporate overhead 979,673 1,308,033 3,150,746 4,425,042
Non-cash compensation - 247,219 15,400 741,941
-------------------------------------------------------------------------
Operating income 9,403,102 9,990,976 26,842,601 41,165,293
-------------------------------------------------------------------------
Interest income 109,776 64,977 1,391,870 202,965
Interest expense (10,369,757) (16,379,155) (30,112,011) (47,670,745)
Other expense, net (186,506) (217,217) (627,258) (591,616)
-------------------------------------------------------------------------
(10,446,487) (16,531,395) (29,347,399) (48,059,396)
=========================================================================
Net loss $(1,043,385) $(6,540,419) $(2,504,798) $(6,894,103)
=========================================================================
Net loss per common share $(0.10) $(0.47) $(0.24) $(0.49)
=========================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
Young Broadcasting Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
------------------------- PAID-IN ACCUMULATED STOCKHOLDERS'
CLASS A CLASS B CAPITAL DEFICIT EQUITY
------------------------- -------------------- ------------------ ---------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1996....................... $12,209 $2,022 $233,190,382 $(152,700,390) $80,504,223
Contribution of shares into Company's
defined contribution plan.................... 46 - 1,327,746 - 1,327,792
Conversion of Class B Common Stock
to Class A Common Stock...................... 13 (13) - -
Exercise of common stock options............... 18 - 365,357 - 365,375
Repurchase and retirement of
Class A Common Stock........................ (459) - (12,338,021) - (12,338,480)
Net loss for the nine months ended September
30, 1997................................... - - - (6,894,103) (6,894,103)
========================= ==================== ================== ==============
Balance at September 30, 1997...................... $11,827 $2,009 $222,545,464 $(159,594,493) $62,964,807
========================= ==================== ================== ==============
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE>
YOUNG BROADCASTING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1996 1997
-------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $(2,504,798) $(6,894,103)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization of property and equipment 11,279,886 17,022,940
Amortization of program license rights 5,545,486 26,581,363
Amortization of broadcasting licenses, other intangibles and deferred charges 9,280,679 20,144,760
Non-cash compensation 15,400 741,941
Non-cash interest expense on outstanding indebtedness 275,966 215,178
Loss on sale of fixed assets 66,298 26,065
Deferred acquisition and debt refinancing costs incurred (3,125,000) (1,760,000)
Decrease in trade accounts receivable 5,547,988 12,903,402
Increase in prepaid expenses (1,217,764) (1,759,823)
Decrease in trade accounts payable (542,554) (8,950,813)
Increase in accrued expenses and other liabilities 3,170,432 1,368,512
-------------------------------------
Net cash provided by operating activities 27,792,019 59,639,422
-------------------------------------
INVESTING ACTIVITIES
Purchase of KWQC-TV (57,173,000) -
Purchase of KELO-TV (51,281,308) -
Capital expenditures (2,907,930) (4,977,804)
Decrease (increase) in deposits and other assets 1,064,206 (93,621)
Increase in broadcast licenses and other intangibles - (2,499,354)
-------------------------------------
Net cash used in investing activities (110,298,032) (7,570,779)
-------------------------------------
FINANCING ACTIVITIES
Proceeds from issuance of public subordinated debt 125,000,000 200,000,000
Borrowings from working capital facility 25,400,000 -
Principal payments on long-term debt (52,164,798) (216,322,000)
Deferred acquisition and debt refinancing costs incurred (2,574,003) (877,069)
Repurchase of Class A Common Stock (2,923,804) (12,338,480)
Proceeds from exercise of Common Stock options 313,511 365,375
Principal payments under capital lease obligations (35,754) (588,537)
Payments on programming license liabilities (5,732,927) (26,950,465)
-------------------------------------
Net cash provided by (used in) financing activities 87,282,225 (56,711,176)
-------------------------------------
NET INCREASE (DECREASE) IN CASH 4,776,212 (4,642,533)
Cash and cash equivalents at beginning of year 3,425,633 7,004,744
=====================================
CASH AND CASH EQUIVALENTS AT SEPTEMBER 30 $8,201,845 $2,362,211
=====================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $27,292,901 $47,285,102
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
YOUNG BROADCASTING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include those of Young
Broadcasting Inc. and subsidiaries (the "Company"), consisting of eleven network
affiliated (four with CBS, six with ABC, and one with NBC) and one independent
commercial television broadcasting stations in the states of Michigan,
Wisconsin, Louisiana, Illinois, Tennessee, New York, Virginia, Iowa, South
Dakota and California. Significant intercompany transactions and accounts have
been eliminated. The accompanying consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial statements and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. The interim financial statements are unaudited but include all
adjustments, which are of a normal recurring nature, that the Company considers
necessary for a fair presentation of the consolidated financial position and the
consolidated results of operations and cash flows for such period. Operating
results of interim periods are not necessarily indicative of results for a full
year. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report on Form 10-K as of
and for the year ended December 31, 1996.
2. ADOPTION OF NEW ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued Statement No.
128 (SFAS 128), "Earnings Per Share," which establishes new standards for
computing and presenting earnings per share. SFAS 128 is effective for financial
statements issued for periods ending after December 15, 1997, including interim
periods. The Company does not anticipate the effect of adopting this new
standard to have a material effect on the Company's reported loss per common
share.
3. NEW SENIOR SUBORDINATED NOTES
On June 23, 1997, the Company sold $200.0 million aggregate principal amount of
8 3/4% Senior Subordinated Notes (the "June 1997 Notes") due 2007 to Merrill
Lynch, Pierce, Fenner & Smith Incorporated (the "Initial Purchaser") pursuant to
a purchase agreement dated June 16, 1997. The Initial Purchaser subsequently
resold the June 1997 Notes to qualified institutional buyers in reliance upon
Rule 144A under the Securities Act of 1933. In July 1997, the June 1997 Notes
were subsequently registered pursuant to an exchange offer filed under Form S-4
with the Securities and Exchange Commission.
The net proceeds of the June 1997 Notes of approximately $198.2 million, after
deducting the Initial Purchaser's discount, were used to repay outstanding
indebtedness including accrued interest under the Company's senior credit
facility.
6
<PAGE>
YOUNG BROADCASTING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. ACQUISITION OF STATIONS
On November 22, 1996, the Company acquired from a subsidiary of the
Walt Disney Company ("Disney") the assets of KCAL-TV, ("KCAL"), Channel 9, in
Los Angeles, California, for $368 million plus working capital of approximately
$19.5 million of the station. The acquisition was accounted for as a purchase.
The KCAL acquisition agreement provided for a post-closing adjustment
to the working capital which was based upon estimates at the closing date. The
Company and Disney are currently discussing the adjustments to finalize the
ending working capital.
Because KCAL was acquired in the fourth quarter of 1996, the statements
of operations for the three and nine months ended September 30, 1996 do not
reflect KCAL's results for those periods. Due to the complexity surrounding the
valuation of the KCAL assets and the resolution of matters relating to Disney,
the final allocation of the purchase price among the acquired assets will not be
completed until the fourth quarter of 1997. The current allocation resulted in
an increase to intangibles and a similar decrease of property and equipment
amounting to $21.8 million from amounts previously reported.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT, CONCERNING,
AMONG OTHER THINGS, INCREASES IN NET REVENUES AND BROADCAST CASH FLOW (AS
DEFINED) AND REDUCTIONS IN OPERATING EXPENSES, INVOLVE RISKS AND UNCERTAINTIES,
AND ARE SUBJECT TO CHANGE BASED ON VARIOUS IMPORTANT FACTORS, INCLUDING THE
IMPACT OF CHANGES IN NATIONAL AND REGIONAL ECONOMIES, SUCCESSFUL INTEGRATION OF
ACQUIRED TELEVISION STATIONS (INCLUDING ACHIEVEMENT OF SYNERGIES AND COST
REDUCTIONS), PRICING FLUCTUATIONS IN LOCAL AND NATIONAL ADVERTISING AND
VOLATILITY IN PROGRAMMING COSTS.
INTRODUCTION
The operating revenues of the Company's stations are derived primarily
from advertising revenues and, to a much lesser extent, from compensation paid
by the networks to the stations for broadcasting network programming. The
stations' primary operating expenses are for employee compensation, news
gathering, production, programming and promotion costs. A high proportion of the
operating expenses of the stations are fixed.
Advertising is sold for placement within and adjoining a station's
network and locally originated programming. Advertising is sold in time
increments and is priced primarily on the basis of a program's popularity among
the specific audience an advertiser desires to reach, as measured principally by
periodic audience surveys. In addition, advertising rates are affected by the
number of advertisers competing for the available time, the size and demographic
makeup of the market served by the station and the availability of alternative
advertising media in the market area. Rates are highest during the most
desirable viewing hours, with corresponding reductions during other hours. The
ratings of a local station affiliated with a national television network can be
affected by ratings of network programming.
Most advertising contracts are short-term, and generally run only for a
few weeks. Most of the company's annual gross revenue is generated from local
advertising, which is sold by a station's sales staff directly to local
accounts. The remainder of the advertising revenue primarily represents national
advertising, which is sold by a national advertising sales representative. The
stations generally pay commissions to advertising agencies on local, regional
and national advertising, and, on national advertising, the stations also pay
commissions to the national sales representative.
The advertising revenues of the Company's stations are generally
highest in the second and fourth quarters of each year, due in part to increases
in consumer advertising in the spring and retail advertising in the period
leading up to and including the holiday season. In addition, advertising
revenues are generally higher during even numbered election years due to
spending by political candidates, which spending typically is heaviest during
the fourth quarter.
"Broadcast cash flow" is defined as operating income before income
taxes and interest income and expense, plus depreciation and amortization
(including amortization of program license rights), non-cash compensation and
corporate overhead, less payments for program license liabilities. The Company
has included broadcast cash flow data because such data are commonly used as a
measure of performance for broadcast companies and are also used by investors to
measure a company's ability to
8
<PAGE>
service debt. Broadcast cash flow is not, and should not be used as, an
indicator or alternative to operating income, net income or cash flow as
reflected in the Consolidated Financial Statements, is not intended to represent
funds available for debt service, dividends, reinvestment or other discretionary
uses, is not a measure of financial performance under generally accepted
accounting principles and should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with generally
accepted accounting principles.
The following table sets forth certain historical operating data for
the three and nine months ended September 30, 1996 and 1997:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
1996 1997 1996 1997
---- ---- ---- ----
(dollars in thousands) (dollars in thousands)
<S> <C> <C> <C> <C>
Operating Income............................... $9,403 $9,991 $26,843 $41,165
Add:
Amortization of Program License Rights.. 1,911 6,579 5,545 26,581
Depreciation and Amortization............. 7,487 13,036 20,561 37,168
Corporate Overhead........................ 980 1,308 3,151 4,425
Non-cash Compensation..................... 0 247 15 742
Less:
Payments for Program License Liabilities (2,009) (6,610) (5,733) (26,950)
============= ============ ============== ============
Broadcast Cash Flow........................... $17,772 $24,551 $50,382 $83,131
============= ============ ============== ============
</TABLE>
TELEVISION REVENUES
Set forth below are the principal types of television revenues received
by the Company's stations for the periods indicated and the percentage
contribution of each to the Company's total revenues, as well as agency and
national sales representative commissions:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- -------------------------------
1996 1997 1996 1997
---- ---- ---- ----
AMOUNT % AMOUNT % AMOUNT % AMOUNT %
------- - -------- - ------ - ------ -
(dollars in thousands) (dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues
Local.................. $22,358 53.9 $42,437 62.2 $62,795 54.1 $140,804 62.9
National............... 12,668 30.6 21,849 32.0 38,191 32.9 69,756 31.1
Network................ 2,902 7.0 3,100 4.5 8,431 7.3 9,534 4.3
Political.............. 2,997 7.2 187 0.3 4,458 3.8 851 0.4
Production/Other....... 555 1.3 691 1.0 2,209 1.9 2,856 1.3
-------- -------- ---------- -------- ----------- -------- ----------- --------
Total.......... 41,480 100.0 68,264 100.0 116,084 100.0 223,801 100.0
Commissions........ (6,093) (14.7) (10,325) (15.1) (16,938) (14.6) (33,483) (15.0)
-------- -------- ---------- -------- ----------- -------- ----------- --------
Net Revenue...... $35,387 85.3 $57,939 84.9 $99,146 85.4 $190,318 85.0
======== ======== ========== ======== =========== ======== =========== ========
</TABLE>
9
<PAGE>
RESULTS OF OPERATIONS
Three Months ended September 30, 1997 Compared to Three Months Ended September
30, 1996
Actual
------
The following historical financial information for the three months
ended September 30, 1997 includes the results of KCAL-TV, Los Angeles,
California (acquired on November 22, 1996), KWQC-TV, Davenport, Iowa (acquired
on April 15, 1996), and KELO-TV, Sioux Falls, South Dakota (acquired on May 31,
1996). The operating results for the three months ended September 30, 1996
include KWQC-TV and KELO-TV for the full quarter, and do not include KCAL-TV.
Net revenue for the three months ended September 30, 1997 was $57.9
million, an increase of $22.5 million, or 63.6%, compared to $35.4 million for
the three months ended September 30, 1996, with the acquired stations accounting
for $21.2 million of this increase. Gross local and national revenue for the
three months ended September 30, 1997 increased 10.0% and 15.9%, respectively,
compared to the same period in 1996 for the stations owned prior to the
acquisitions. Political revenue for the three months ended September 30, 1997
was $187,000, compared to $3.0 million for the same period in 1996, a decrease
of $2.8 million. The decrease was attributable to 1996 being a national election
year with many state and local elections, while 1997 had only limited state and
local elections. Network compensation increased $198,000 for the three months
ended September 30, 1997, or 6.8%, with $136,000 of such increase attributable
to the acquired stations.
Operating expenses, including selling, general and administrative
expenses, for the three months ended September 30, 1997 were $26.8 million,
compared to $15.6 million for the three months ended September 30, 1996, an
increase of $11.2 million, or 71.8%, with the acquired stations accounting for
$10.4 million of such increase.
Amortization of program license rights for the three months ended
September 30, 1997 was $6.6 million, compared to $1.9 million for the three
months ended September 30, 1996, an increase of $4.7 million, with the acquired
stations accounting for all of such increase.
Depreciation of property and equipment and amortization of intangible
assets was $13.0 million for the three months ended September 30, 1997, compared
to $7.5 million for the three months ended September 30, 1996, an increase of
$5.5 million, or 73.3%. The increase is due principally from depreciation and
amortization at the acquired stations.
The Company made payments for program license liabilities of $6.6
million during the three months ended September 30, 1997, compared to $2.0
million for the three months ended September 30, 1996, an increase of $4.6
million, with the acquired stations accounting for all of such increase.
Corporate overhead for the three months ended September 30, 1997 was
$1.3 million, compared to $1.0 million for the three months ended September 30,
1996, an increase of $328,000. This increase was the result of additional
personnel costs in 1997.
Interest income for the three months ended September 30, 1997 was
$65,000 compared to $110,000 for the three months ended September 30, 1996, a
decrease of $45,000. This decrease is primarily attributable to the lower cash
levels resulting from the use of cash and cash equivalents to make principal
payments on long-term debt.
10
<PAGE>
Interest expense was $16.4 million for the three months ended September
30, 1997, compared to $10.4 million for the three months ended September 30,
1996, an increase of $6.0 million. The increase is primarily attributable to the
Company's higher debt level following three station acquisitions in the second
and fourth quarters of 1996.
As a result of the factors discussed above, the net loss was $6.5
million for the three months ended September 30, 1997, compared to a net loss of
$1.0 million for the three months ended September 30, 1996.
Broadcast cash flow was $24.6 million for the three months ended
September 30, 1997, compared to $17.8 million for the three months ended
September 30, 1996, an increase of $6.8 million, or 38.2%, primarily
attributable to the acquired stations. Broadcast cash flow margins (broadcast
cash flow divided by net revenues) were 42.4% for the three months ended
September 30, 1997, compared to 50.2% for the three months ended September 30,
1996. The decrease in broadcast cash flow margins is attributable to the
purchase of KCAL. Independent stations generally operate at lower margins than
those affiliated with networks.
Nine Months Ended September 30, 1997 Compared to Nine Months Ended September 30,
1996
Actual
------
The following historical financial information for the nine months
ended September 30, 1997 includes the results of KCAL-TV, KWQC-TV and KELO-TV.
The operating results for the nine months ended September 30, 1996 include
KWQC-TV and KELO-TV, acquired on April 15, 1996 and May 31, 1996, respectively,
and do not include KCAL-TV.
Net revenue for the nine months ended September 30, 1997 was $190.3
million, an increase of $91.2 million, or 92.0%, compared to $99.1 million for
the nine months ended September 30, 1996, with the acquired stations accounting
for $88.3 million of this increase. Gross local and national revenue for the
nine months ended September 30, 1997 was up 6.2% and 7.7%, respectively, as
compared to the same period in 1996 for the stations owned prior to the
acquisitions. Political revenue for the nine months ended September 30, 1997 was
$851,000, a decrease of $3.6 million, compared to $4.5 million for the nine
months ended September 30, 1996. The decrease was attributable to 1996 being a
national political year with many state and local elections, while 1997 had only
limited state and local elections. Network compensation increased $1.1 million
for the nine months ended September 30, 1997, of which $931,000 is attributable
to the acquired stations.
Operating expenses, including selling, general and administrative
expenses, were $80.2 million for the nine months ended September 30, 1997,
compared to $43.0 million for the nine months ended September 30, 1996, an
increase of $37.2 million, or 86.5%, with the acquired stations accounting for
$36.2 million of such increase.
Amortization of program license rights for the nine months ended
September 30, 1997 was $26.6 million compared to $5.5 million for the nine
months ended September 30, 1996, an increase of $21.1 million, all of which was
attributed to the acquired stations.
Depreciation of property and equipment and amortization of intangible
assets was $37.2 million for the nine months ended September 30, 1997, compared
to $20.6 million for the nine months ended
11
<PAGE>
September 30, 1996, an increase of $16.6 million, or 80.6%. This increase is due
principally from the depreciation and amortization at the acquired stations.
The Company made payments for program license liabilities of $27.0
million during the nine months ended September 30, 1997, compared with payments
of $5.7 million during the nine months ended September 30, 1996, an increase of
$21.3 million, with the acquired stations accounting for $20.8 million of such
increase.
Corporate overhead was $4.4 million for the nine months ended September
30, 1997, compared to $3.2 million for the period ended September 30, 1996, an
increase of $1.2 million. This increase is due to additional personnel expense.
Interest income for the nine months ended September 30, 1997 was
$203,000 compared to $1.4 million for the same period in 1996, a decrease of
$1.2 million. This decrease is primarily attributable to the lower cash levels
resulting from the use of cash and cash equivalents to finance a portion of the
acquisition cost of new stations.
Interest expense was $47.7 million for the nine months ended September
30, 1997, compared with $30.1 million for the prior year period, an increase of
$17.6 million, or 58.5%. The increase in interest expense is due to the
Company's higher debt level following the three station acquisitions in the
second and fourth quarters of 1996.
As a result of the factors discussed above, the net loss to the Company
was $6.9 million for the nine months ended September 30, 1997, compared with a
net loss of $2.5 million for the same period in 1996.
Broadcast cash flow was $83.1 million for the nine months ended
September 30, 1997, compared to $50.4 million for the same period in 1996, an
increase of $32.7 million, or 64.9%, of which approximately $31.3 million was
generated by the newly acquired stations. Broadcast cash flow margins (broadcast
cash flow divided by net revenues) were 43.7% for the nine months ended
September 30, 1997, compared to 50.8% for the same period in 1996. The decrease
in broadcast cash flow margins is attributable to the purchase of KCAL.
Independent stations generally operate at lower margins then those affiliated
with networks.
Pro Forma Financial Data
------------------------
The following 1996 unaudited pro forma information gives effect to the
acquisitions of KWQC, KELO and KCAL (including annualized net expense
reductions) as if they had been effected on January 1, 1996. The pro forma
information does not purport to represent what the Company's results of
operations would have been if such transactions had been effected at such date
and do not purport to project results of operations of the Company in any future
period.
12
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
SEPTEMBER 30, SEPTEMBER 30,
1996 (1) 1997 1996 (1) 1997
----- ----- ----- ----
(dollars in thousands) (dollars in thousands)
<S> <C> <C> <C> <C>
Net Revenues (2)..................................... $ 55,893 $ 57,939 $ 187,321 $ 190,318
Operating Expenses, Including Selling, General
and Administrative Expenses......................... 24,363 26,778 77,293 80,237
Amortization of Program License Rights............... 5,004 6,579 23,155 26,581
Depreciation and Amortization........................ 11,825 13,036 37,957 37,168
Corporate Overhead................................... 1,055 1,308 3,376 4,425
Non-cash Compensation................................ - 247 15 742
--------------------- -------------------------
Operating Income..................................... $ 13,646 $ 9,991 $ 45,525 $ 41,165
===================== =========================
Broadcast Cash Flow (3).............................. $ 25,666 $ 24,551 $ 85,692 $83,131
Broadcast Cash Flow Margin........................... 45.9% 42.4% 45.7% 43.7%
Operating Cash Flow (4).............................. $ 24,611 $ 23,243 $ 82,316 $ 78,706
Capital Expenditures................................. $ 2,750 $ 2,239 $ 7,818 $ 4,978
</TABLE>
(1) Pro forma adjustments to net revenues include additional annualized
network compensation under the new KELO affiliation agreements and a
programming change at KWQC in the aggregate amount of $179,000 for the
nine months ended September 30, 1996. Pro forma adjustments to net
revenues also include a decrease of $214,000 and $803,000 for the three
and nine months ended September 30, 1996, relating to seven sitcoms not
purchased in connection with the KCAL acquisition. Pro forma
adjustments include expense reductions of approximately $5.8 million
relating to the KCAL Acquisition for the three months ended September
30, 1996 and $18.6 million relating to the KWQC, KELO and KCAL
acquisitions for the nine months ended September 30, 1996.
(2) Net revenues are total revenues net of agency and national
representation commissions.
(3) "Broadcast cash flow" is defined as operating income before income
taxes and interest expense, plus depreciation and amortization
(including amortization of program license rights), non-cash
compensation and corporate overhead, less payments for program license
liabilities. The Company has included broadcast cash flow data because
such data are commonly used as a measure of performance for broadcast
companies and are also used by investors to measure a company's ability
to service debt. Broadcast cash flow is not, and should not be used as,
an indicator or alternative to operating income, net income or cash
flow as reflected in the Consolidated Financial Statements, is not
intended to represent funds available for debt service, dividends,
reinvestment or other discretionary uses, is not a measure of financial
performance under generally accepted accounting principles and should
not be considered in isolation or as a substitute for measures of
performance prepared in accordance with generally accepted accounting
principles.
(4) "Operating cash flow" is defined as operating income before income
taxes and interest expense, plus depreciation and amortization
(including amortization of program license rights) and non-cash
compensation, less payments for program license liabilities. The
Company has included operating cash flow data because such data are
commonly used by investors to measure a company's ability to service
debt and will be used in calculating the amount of additional
indebtedness that the Company may incur in the future under the
Indentures relating to the Notes. Operating cash flow does not purport
to represent cash provided by operating activities as reflected in the
Consolidated Financial Statements, is not a measure of financial
performance under generally accepted accounting principles and should
not be considered in isolation or as a
13
<PAGE>
substitute for measures of performance prepared in accordance with
generally accepted accounting principles.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are cash flow from
operations and funds available under its senior credit facility (the "Senior
Credit Facility").
On November 15, 1996, the Senior Credit Facility was amended and
restated to provide the Company with the ability to borrow up to $500.0 million
in the form of (i) a seven year reducing revolving credit facility in the amount
of $200.0 million (the "Revolver Facility") and (ii) a seven year amortizing
term loan facility in the amount of $300.0 million (the "Term Facility").
The Revolver Facility has a $185.0 million sublimit (the "Sublimit")
for borrowings in connection with the acquisition of additional television
stations (and businesses, if any, incidental thereto) pursuant to transactions
which meet the following criteria: (i) each of the acquired stations will become
a wholly-owned subsidiary of the Company and will become a part of the lenders'
security package under the Senior Credit Facility, and (ii) the Company can
demonstrate that after giving pro forma effect to each such acquisition (based
upon assumptions, including identified cost savings, that the agents for the
lenders find reasonable), the Company will be in compliance with all of the
terms and conditions of the Senior Credit Facility and have a total
debt/operating cash flow ratio of less than 6.0x. As of September 30, 1997,
there was $85.7 million outstanding under the Senior Credit Facility, with
$185.0 million available, subject to certain conditions, for borrowing for the
purpose of financing acquisitions.
Pursuant to the Senior Credit Facility, the Company is prohibited from
making investments or advances to third parties exceeding $7.5 million in the
aggregate unless the third party becomes a guarantor of the Company's
obligations. However, the Company may utilize up to $20.0 million of its
borrowing availability under the Sublimit for the purpose of repurchasing shares
of Common Stock and for paying dividends, subject to the limitations set forth
in the indentures relating to its outstanding senior subordinated notes (the
"Indentures"), provided that the total debt/operating cash flow ratio is less
than 5.5x. In addition, the Company may utilize the undrawn amounts under the
Sublimit to retire or prepay subordinated debt, subject to the limitations set
forth in the Indentures, provided that the total debt/operating cash flow ration
is less than 5.0x, or 4.5x after September 30, 2000; if the ratio exceeds such
amounts, the Company will be permitted to utilize only up to $20.0 million of
availability under the Sublimit. Undrawn amounts under the Revolver Facility are
available to the Company for working capital requirements and general corporate
purposes.
Interest under the Senior Credit Facility is payable at the LIBOR rate,
"CD Rate" or "Base Rate." In addition to the index rates, the Company pays a
floating percentage tied to the Company's ratio of total debt to operating cash
flow; ranging, in the case of LIBOR rate loans, from 0.875% based upon a ratio
under 4:1 to 2.125% based upon a 6:1 or greater ratio.
Each of the Subsidiaries has guaranteed the Company's obligations under
the Senior Credit Facility. The Senior Credit Facility is secured by the pledge
of all the stock of the Company's subsidiaries and a first priority lien on all
of the assets of the Company and its subsidiaries.
The Senior Credit Facility requires the Company to maintain certain
financial ratios. The Senior Credit Facility also imposes restrictions on the
Company's ability to incur additional indebtedness. The Company is permitted to
incur, subject to the terms of the Indentures and satisfaction of the financial
covenants of the Senior Credit Facility, unsecured subordinated debt, provided
that the subordination and
14
<PAGE>
mandatory redemption provisions and the maturity of such indebtedness are
comparable to the Company's outstanding senior subordinated notes (the "Notes")
and that the proceeds are used to repay the outstanding balance of the Term
Facility until the Company's debt to operating cash flow ratio is less than
4.5x. The Company is also restricted as to the amount of its capital lease
obligations and guarantees. The Senior Credit Facility also restricts the
ability of the Company to amend material terms of the Indentures.
The Senior Credit Facility requires the Company to apply on April 30 of
each year 50% or 75% (depending upon the level of the company's total debt to
operating cash flow ratio at the end of such year) of its "Excess Cash Flow" for
the preceding completed fiscal year to reduce outstanding debt under the Term
Facility. In addition, the Company is required to apply from the proceeds of any
permitted equity issuance and certain subordinated debt issuances an amount
sufficient to reduce the Company's debt ratio to specified levels. The Senior
Credit Facility also contains a number of customary covenants including, among
others, limitations on investments and advances, mergers and sales of assets,
liens on assets, affiliate transactions and changes in business. The Company
may, subject to financial covenants of the Senior Credit Facility, sell assets
constituting less than 15% of its operating cash flow.
The Company from time to time investigates alternatives for replacing
or refinancing its existing Senior Credit Facility. Any such replacement or
refinancing may or may not have terms and conditions, including restrictive
covenants and maintenance tests, similar to those in the Senior Credit Facility.
The Indentures impose certain limitations on the ability of the Company
and certain of its Subsidiaries to, among other things, pay dividends or make
certain other restricted payments, consummate certain asset sales, enter into
certain transactions with affiliates, incur indebtedness that is subordinate in
right of payment to any senior debt and senior in right of payment to the Notes,
incur liens, impose restrictions on the ability of a subsidiary to pay dividends
or make certain payments to the Company, merge or consolidate with any other
person or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of the assets of the Company.
A $5.0 million portion of the purchase price in connection with the
November 1994 acquisition has been deferred (having a net present value as of
September 30, 1997, discounted at 11.9%, of $2.7 million) and is payable over
the remaining three-year period, without interest, in equal annual installments,
with two such installments having been paid on November 14, 1995 and 1996. The
Company paid a $3.0 million portion of the purchase price in connection with the
KELO acquisition by delivery of a promissory note, the principal amount of which
will be payable in full on May 31, 1998, and which requires quarterly payments
of interest accruing at the prime rate.
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. Payments under
such contracts are made in cash or the concession of advertising spots to the
program provider to resell, or a combination of both.
The Company anticipates that its operating cash flow, together with the
amounts available under the Senior Credit Facility, will be sufficient to
finance the operating requirements of its stations, debt service requirements
and anticipated capital expenditures.
The Company is regularly presented with opportunities to acquire
television stations which it evaluates on the basis of its acquisition strategy.
The Company does not presently have any agreements to acquire any television
stations.
15
<PAGE>
INCOME TAXES
The Company and its Subsidiaries file a consolidated federal income tax
return and such state or local tax returns as are required. The Company has
approximately $148.0 million of net operating loss ("NOL") carryforwards as of
December 31, 1996 which are subject to Section 382 limitations. See Note 9 to
Notes to Consolidated Financial Statements in the Company's Form 10-K as of and
for the year ended December 31, 1996 for additional information. The Company
does not currently anticipate using these losses in the foreseeable future.
Therefore, the NOL has not been recognized.
16
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Exhibit
Number Exhibit Description
- ------ -------------------
11 Statement Re Computation of Per Share Earnings.
27 Financial Data Schedule
(b) Reports on Form 8-K. The Company filed no reports on Form 8-K
during the third quarter of the year ending December 31, 1997.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
YOUNG BROADCASTING INC.
Date: November 5, 1997 By: /s/ Vincent J. Young
---------------------
Vincent J. Young
Chairman
Date: November 5, 1997 By: /s/ James A. Morgan
--------------------
James A. Morgan
Executive Vice President and
Chief Financial Officer
(principal financial officer)
18
<PAGE>
EXHIBIT 11
YOUNG BROADCASTING INC. AND SUBSIDIARIES
RE COMPUTATION OF PER SHARE EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ ------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1996 1997 1996 1997
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHARES OF COMMON STOCK OUTSTANDING
FOR THE ENTIRE PERIOD.................................. 10,480,357 13,823,788 10,548,181 14,230,357
ISSUANCE OF 46,268 SHARES OF COMMON STOCK TO THE
COMPANY'S DEFINED CONTRIBUTION PLAN IN 1997........... - 5,367 - 35,369
ISSUANCE OF 27,685 SHARES OF COMMON STOCK TO THE
COMPANY'S DEFINED CONTRIBUTION PLAN IN 1996........... - - 27,279 -
ISSUANCE OF 18,500 SHARES OF COMMON STOCK
UPON EXERCISE OF OPTIONS IN 1997....................... - 98 - 7,212
REPURCHASE OF 459,000 SHARES OF COMMON STOCK
UNDER BUYBACK PROGRAM IN 1997.......................... - - - (233,703)
REPURCHASE OF 111,383 SHARES OF COMMON STOCK
FROM J.P. MORGAN CAPITAL CORPORATION IN 1996........... - - (110,567) -
ISSUANCE OF 15,874 SHARES OF COMMON STOCK
UPON EXERCISE OF OPTIONS IN 1996....................... - - 8,552 -
----------------- ----------------- ----------------- ------------
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING...... 10,480,357 13,829,253 10,473,445 14,039,235
----------------- ----------------- ----------------- ------------
NET LOSS................................................. $(1,043,385) $(6,540,419) $(2,504,798) $(6,894,103)
================= ================= ================= ============
NET LOSS PER COMMON SHARE
NET LOSS $(0.10) $(0.47) $(0.24) $(0.49)
================= ================= ================= ============
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000929144
<NAME> YOUNG BROADCASTING INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 2,362
<SECURITIES> 0
<RECEIVABLES> 48,081
<ALLOWANCES> 1,147
<INVENTORY> 0
<CURRENT-ASSETS> 74,448
<PP&E> 111,637
<DEPRECIATION> 96,463
<TOTAL-ASSETS> 848,471
<CURRENT-LIABILITIES> 51,940
<BONDS> 570,000
14
0
<COMMON> 0
<OTHER-SE> 62,965
<TOTAL-LIABILITY-AND-EQUITY> 848,471
<SALES> 0
<TOTAL-REVENUES> 190,318
<CGS> 0
<TOTAL-COSTS> 149,153
<OTHER-EXPENSES> 592
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 47,671
<INCOME-PRETAX> (6,894)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,894)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,894)
<EPS-PRIMARY> (.49)
<EPS-DILUTED> (.49)
</TABLE>
