<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:
JUNE 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 July 31, 1997:
11,820,785 shares of Class A Common Stock, and 2,010,840 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
June 30, 1997............................................. 2
Consolidated Statements of Operations for the Three and
Six Months Ended June 30, 1996 and 1997................... 3
Consolidated Statements of Stockholders' Equity for the
Six Months Ended June 30, 1997............................ 4
Consolidated Statements of Cash Flows for the Six Months
Ended June 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....................... 7
Part II.
Item 4. Submission of Matters to a Vote of Security Holder....... 15
Item 6. Exhibits and Reports on Form 8-K......................... 16
Signatures......................................................... 17
<PAGE>
ITEM 1. FINANCIAL STATEMENTS.
YOUNG BROADCASTING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, JUNE 30,
1996* 1997
-------------------------------
ASSETS (UNAUDITED)
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 7,004,744 $ 3,366,681
Trade accounts receivable, less
allowance for doubtful accounts of
$2,210,000 in 1996 and
$2,301,000 in 1997 60,152,494 59,071,480
Current portion of program license
rights 21,678,077 7,220,505
Prepaid expenses 2,244,590 3,350,920
-------------------------------
Total current assets 91,079,905 73,009,586
-------------------------------
Property and equipment, net 147,301,955 135,462,339
Program license rights, excluding
current portion 2,436,121 1,846,197
Deposits and other assets 1,497,799 2,039,630
Broadcasting licenses and other
intangibles, less accumulated
amortization of $73,462,193 in 1996 and
$82,861,585 in 1997 624,074,518 617,426,510
Deferred charges less accumulated
amortization of $4,338,888 in 1996 and
$6,251,167 in 1997 26,760,865 26,915,237
-------------------------------
TOTAL ASSETS $ 893,151,163 $ 856,699,499
===============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 23,392,064 $ 13,309,643
Accrued expenses 19,162,107 18,043,653
Current installments of program 17,312,771 6,469,187
license liability
Current installments of long-term debt 10,870,873 961,008
Current installments of obligations 802,851 607,317
under capital leases
-------------------------------
Total current liabilities 71,540,666 39,390,808
Program license liability, excluding
current installments 2,403,121 1,284,465
Long-term debt, excluding current
installments 666,578,324 674,891,641
Deferred taxes and other liabilities 72,124,829 71,970,926
-------------------------------
Total liabilities 812,646,940 787,537,840
-------------------------------
Stockholders' equity:
Class A Common Stock, $.001 par value.
Authorized 20,000,000 shares; issued
and outstanding 12,208,127 shares at
1996 and 11,812,948 at 1997 12,209 11,813
Class B Common Stock, $.001 par value.
Authorized 20,000,000 shares; issued
and outstanding 2,022,230 shares at
1996 and 2,010,840 at 1997 2,022 2,011
Additional paid-in capital 233,190,382 222,201,909
Accumulated deficit (152,700,390) (153,054,074)
-------------------------------
Total stockholders' equity 80,504,223 69,161,659
-------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' $ 893,151,163 $ 856,699,499
EQUITY
===============================
</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 JUNE 30, SIX MONTHS ENDED JUNE 30,
1996 1997 1996 1997
<S> <C> <C> <C> <C>
---------------------------------------------------------
Net operating revenue $ 36,059,925 $ 71,099,925 $ 63,758,948 $132,378,883
---------------------------------------------------------
Operating expenses 7,741,436 15,808,390 14,543,783 31,577,279
Amortization of program license rights 1,880,296 9,554,052 3,634,712 20,002,503
Selling, general and administrative expenses 6,449,859 10,771,805 12,881,164 21,880,644
Depreciation and amortization 6,909,265 11,992,523 13,073,317 24,132,409
Corporate overhead 1,086,563 1,582,148 2,171,073 3,117,009
Non-cash compensation 15,400 254,692 15,400 494,722
---------------------------------------------------------
Operating income 11,977,106 21,136,315 17,439,499 31,174,317
---------------------------------------------------------
Interest income 357,158 34,651 1,282,094 137,988
Interest expense (10,044,415) (15,734,578) (19,742,254) (31,291,590)
Other expense, net (412,816) (224,030) (440,752) (374,399)
---------------------------------------------------------
(10,100,073) (15,923,957) (18,900,912) (31,528,001)
---------------------------------------------------------
Net income (loss) $ 1,877,033 $ 5,212,358 $ (1,461,413) $ (353,684)
=========================================================
Earnings (loss) per common share
Primary and fully diluted
Net income (loss) $0.17 $0.37 $(0.14) $(0.03)
========================================================
</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 CLASS C CAPITAL DEFICIT EQUITY
----------------------------------------------------------------------------
<S> <C> <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. 38 - - 1,073,062 - 1,073,100
Conversion of Class B Common Stock (11)
to Class A Common Stock.......... 11 - - -
Exercise of common stock options.... 14 - - 276,486 - 276,500
Repurchase and retirement of
Class A Common Stock............. (459) - - (12,338,021) - (12,338,480)
Net loss for the six months ended - - - - (353,684) (353,684)
June 30, 1997
----------------------------------------------------------------------------
Balance at June 30, 1997................ $11,813 $2,011 $ - $222,201,909 ($153,054,074) $ 69,161,659
============================================================================
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE>
YOUNG BROADCASTING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1996 1997
------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (1,461,413) $ (353,684)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization of property and equipment 7,099,937 12,820,738
Amortization of program license rights 3,634,712 20,002,503
Amortization of broadcasting licenses, other intangibles and deferred charges 5,973,380 11,311,671
Non-cash compensation 15,400 494,722
Non-cash interest expense on outstanding indebtedness 183,976 143,452
Loss on sale of fixed assets - 3,011
Deferred acquisition and debt refinancing costs incurred (3,125,000) (1,760,000)
Decrease in trade accounts receivable 808,093 1,363,028
Increase in prepaid expenses (729,534) (1,378,764)
Decrease in trade accounts payable (332,672) (6,660,109)
Increase (decrease) in accrued expenses and other liabilities 6,119,405 (540,076)
-----------------------------
Net cash provided by operating activities 18,186,284 35,446,492
-----------------------------
INVESTING ACTIVITIES
Purchase of KWQC-TV (57,173,000) -
Purchase of KELO-TV (51,281,308) -
Capital expenditures (1,634,703) (2,739,049)
Decrease (increase) in deposits and other assets 877,756 (41,831)
Increase in broadcast licenses and other intangibles - (1,505,444)
-----------------------------
Net cash used in investing activities (109,211,255) (4,286,324)
-----------------------------
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 (46,764,798) (201,740,000)
Deferred acquisition and debt refinancing costs incurred (1,743,280) (307,255)
Repurchase of Class A Common Stock (2,923,804) (12,338,480)
Proceeds from exercise of Common Stock options 313,511 276,500
Principal payments under capital lease obligations (24,916) (349,437)
Payments on programming license liabilities (3,723,762) (20,339,559)
-----------------------------
Net cash (used in) provided by financing activities 95,532,951 (34,798,231)
-----------------------------
NET INCREASE (DECREASE) IN CASH 4,507,980 (3,638,063)
Cash and cash equivalents at beginning of year 3,425,633 7,004,744
-----------------------------
CASH AND CASH EQUIVALENTS AT JUNE 30 $ 7,933,613 $ 3,366,681
=============================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 14,304,146 $ 31,144,695
Income taxes paid $ - $ -
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
YOUNG BROADCASTING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(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 condensed 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.
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 earnings (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.
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>
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.
7
<PAGE>
"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 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 operating data for the three and six
months ended June 30, 1996 and 1997:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30
--------------------------- ------------------------
1996 1997 1996 1997
---- ---- ---- ----
(dollars in thousands) (dollars in thousands)
<S> <C> <C> <C> <C>
Operating Income........................ $11,977 $21,136 $17,439 $ 31,174
Add:
Amortization of Program License 1,880 9,554 3,635 20,002
Rights............................
Depreciation and Amortization...... 6,909 11,992 13,073 24,132
Corporate Overhead................. 1,087 1,582 2,171 3,117
Non-cash Compensation.............. 15 255 15 495
Less:
Payments for Program License (1,869) (9,673) (3,724) (20,340)
Liabilities
----------------------- -------------------
Broadcast Cash Flow..................... $19,999 $34,846 $32,609 $ 58,580
======================= ===================
</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 JUNE 30, SIX MONTHS ENDED JUNE 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...................... $23,142 54.6 $ 52,302 62.5 $ 40,437 54.2 $ 98,367 63.2
National................... 14,656 34.6 26,960 32.2 25,523 34.2 47,907 30.8
Network.................... 2,928 6.9 3,314 4.0 5,529 7.4 6,434 4.2
Political.................. 1,062 2.5 268 0.3 1,461 2.0 664 0.4
Production/Other 574 1.4 882 1.0 1,654 2.2 2,165 1.4
------------------------------------ -----------------------------------
Total............. 42,362 100.0 83,726 100.0 74,604 100.0 155,537 100.0
Commissions.................. (6,302) (14.9) (12,626) (15.1) (10,845) (14.5) (23,158) (14.9)
------------------------------------ -----------------------------------
Net Revenue.................. $36,060 85.1 $ 71,100 84.9 $ 63,759 85.5 $132,379 85.1
==================================== ===================================
</TABLE>
8
<PAGE>
RESULTS OF OPERATIONS
Three Months ended June 30, 1997 Compared to Three Months Ended June 30, 1996
Actual
-------
The following historical financial information for the three months ended June
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 June 30, 1996 include KWQC-TV and KELO-TV for
seventy-six days and thirty days, respectively, and do not include KCAL-TV.
Net revenue for the three months ended June 30, 1997 was $71.1 million, an
increase of $35.0 million, or 97.0%, compared to $36.1 million for the three
months ended June 30, 1996, with the acquired stations accounting for $34.0
million of this increase. Gross local and national revenue for the three months
ended June 30, 1997 increased 4.3% and 6.9%, respectively, compared to the same
period in 1996 for the stations owned prior to the acquisitions. Network
compensation increased $386,000 for the three months ended June 30, 1997, or
13.2%, with $306,000 of such increase attributable to the acquired stations.
Operating expenses, including selling, general and administrative expenses, for
the three months ended June 30, 1997 were $26.6 million, compared to $14.2
million for the three months ended June 30, 1996, an increase of $12.4 million,
or 87.3%, with the acquired stations accounting for $12.1 million of such
increase.
Amortization of program license rights for the three months ended June 30, 1997
was $9.6 million, compared to $1.9 million for the three months ended June 30,
1996, an increase of $7.7 million, with the acquired stations accounting for all
of such increase.
Depreciation of property and equipment and amortization of intangible assets was
$12.0 million for the three months ended June 30, 1997, compared to $6.9
million for the three months ended June 30, 1996, an increase of $5.1 million,
or 73.9%. The increase is due principally from depreciation and amortization at
the acquired stations.
The Company made payments for program license liabilities of $9.7 million during
the three months ended June 30, 1997, compared to $1.9 million for the three
months ended June 30, 1996, an increase of $7.8 million, with the acquired
stations accounting for all of such increase.
Corporate overhead for the three months ended June 30, 1997 was $1.6 million,
compared to $1.1 million for the three months ended June 30, 1996, an increase
of $495,000. This increase was the result of additional personnel costs in 1997.
Interest income for the three months ended June 30, 1997 was $35,000 compared to
$357,000 for the three months ended June 30, 1996, a decrease of $322,000. 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 $15.7 million for the three months ended June 30, 1997,
compared to $10.0 million for the three months ended June 30, 1996, an increase
of $5.7 million. The increase is primarily
9
<PAGE>
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, net income was $5.2 million for the
three months ended June 30, 1997, compared to a net income of $1.9 million for
the three months ended June 30, 1996.
Broadcast cash flow was $34.9 million for the three months ended June 30, 1997,
compared to $20.0 million for the three months ended June 30, 1996, an increase
of $14.9 million, or 74.5%, primarily attributable to the acquired stations.
Broadcast cash flow margins (broadcast cash flow divided by net revenues) were
49.0% for the three months ended June 30, 1997, compared to 55.5% for the three
months ended June 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.
Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996
Actual
------
Net revenue for the six months ended June 30, 1997 was $132.4 million, an
increase of $68.6 million, or 107.5%, compared to $63.8 million for the six
months ended June 30, 1996, with the acquired stations accounting for $67.2
million of this increase. Gross local and national revenue for the six months
ended June 30, 1997 was up 4.4% and 4.0%, respectively, as compared to the same
period in 1996 for the stations owned prior to the acquisitions. Network
compensation increased $905,000 for the six months ended June 30, 1997, of which
$795,000 is attributable to the acquired stations.
Operating expenses, including selling and general administrative expenses, were
$53.5 million for the six months ended June 30, 1997, compared to $27.4 million
for the six months ended June 30, 1996, an increase of $26.1 million, or 95.3%,
with the acquired stations accounting for $25.8 million of such increase.
Amortization of program license rights for the six months ended June 30, 1997
was $20.0 million compared to $3.6 million for the six months ended June 30,
1996, an increase of $16.4 million, all of which was attributed to the acquired
stations.
Depreciation of property and equipment and amortization of intangible assets was
$24.1 million for the six months ended June 30, 1997, compared to $13.1 million
for the six months ended June 30, 1996, an increase of $11.0 million, or 84.0%.
This increase is due principally from the depreciation and amortization at the
acquired stations.
The Company made payments for program license liabilities of $20.3 million
during the six months ended June 30, 1997, compared with payments of $3.7
million during the six months ended June 30, 1996, an increase of $16.6 million,
with the acquired stations accounting for all of such increase.
Corporate overhead was $3.1 million for the six months ended June 30, 1997,
compared to $2.2 million for the period ended June 30, 1996, an increase of
$946,000. This increase is due to additional personnel expense.
Interest income for the six months ended June 30, 1997 was $138,000 compared to
$1.3 million for the same period in 1996, a decrease of $1.1 million. This
decrease is primarily attributable to the
10
<PAGE>
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 $31.3 million for the six months ended June 30, 1997,
compared with $19.7 million for the prior year period, an increase of $11.6
million, or 58.9%. 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
$354,000 for the six months ended June 30, 1997, compared with a net loss of
$1.5 million for the same period in 1996.
Broadcast cash flow was $58.6 million for the six months ended June 30, 1997,
compared to $32.6 million for the same period in 1996, an increase of $26.0
million, or 79.8%, of which approximately $25.0 million was generated by the
newly acquired stations. Broadcast cash flow margins (broadcast cash flow
divided by net revenues) were 44.3% for the six months ended June 30, 1997,
compared to 51.1% 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 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.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------- ---------------------------
JUNE 30, JUNE 30,
1996 (1) 1997 1996 (1) 1997
-------- ------- --------- --------
(DOLLARS IN THOUSANDS) (DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Net Revenues (2)........................ $69,677 $71,100 $131,428 $132,379
Operating Expenses, Including Selling,
General and Administrative Expenses.... 26,309 26,581 52,930 53,459
Amortization of Program License Rights.. 8,430 9,554 18,151 20,002
Depreciation and Amortization........... 13,525 11,992 26,132 24,132
Corporate Overhead...................... 1,161 1,582 2,321 3,117
Non-cash Compensation................... 15 255 15 495
-------------------------- -------------------------
Operating Income........................ $20,237 $21,136 $ 31,879 $ 31,174
========================== =========================
Broadcast Cash Flow (3)................. $34,782 $34,846 $ 60,026 58,580
Broadcast Cash Flow Margin.............. 49.9% 49.0% 45.7% 44.3%
Operating Cash Flow (4)................. $33,621 $33,264 $ 57,705 $ 55,463
Capital Expenditures.................... $ 3,402 $ 1,908 $ 5,068 $ 2,739
</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 $69,000 and $179,000 for the
three and six months ended June 30, 1996. Pro forma adjustments to net
revenues also include a decrease of $446,000 and $589,000 for the three and
six months ended June 30, 1996, relating to seven sitcoms not being
purchased in connection with the KCAL acquisition. Pro forma adjustments
include expense reductions
11
<PAGE>
relating to the KWQC, KELO and KCAL acquisitions of approximately $6.2
million and $12.8 million for the three and six months ended June 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 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 June 30, 1997, there
was $100.3 million outstanding under the Senior Credit Facility, with $185.0
million available, subject to certain conditions, for borrowing for the purpose
of financing acquisitions.
12
<PAGE>
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 June 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 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
13
<PAGE>
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
June 30, 1997, discounted at 11.9%, of $2.6 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.
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 which
are subject to Section 382 limitations. See Note 9 to Notes to Consolidated
Financial Statements. The Company does not currently anticipate using these
losses in the foreseeable future. Therefore, the NOL has not been recognized.
14
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 5, 1997, the Company held its annual meeting of stockholders to
(i) elect seven directors of the Company to serve for a term of one year, (ii)
ratify and approve the selection of independent auditors of the Company to serve
until the 1998 annual meeting of stockholders, (iii) approve an amendment to the
Young Broadcasting Inc. 1995 Stock Option Plan (the "Plan") to increase the
total number of shares with respect to which options and stock appreciation
rights may be granted thereunder and (iv) approve an amendment to the Company's
Certificate of Incorporation to increase the number of authorized shares of
Preferred Stock, and to cancel authorized, but not outstanding, series of
Preferred Stock.
The following individuals were elected to serve as directors until the
next annual meeting:
Vote For Vote Withheld
---------- -------------
Vincent J. Young 15,455,298 65,100
Adam Young 15,455,398 65,000
Ronald J. Kwasnick 15,455,398 65,000
Bernard F. Curry 15,455,298 65,100
Alfred J. Hickey, Jr. 15,455,398 65,000
Leif Lomo 15,455,298 65,100
Michael S. Willner 15,455,398 65,000
Such individuals constituted the entire Board of Directors and all
served as directors of the Company immediately preceding the meeting.
The stockholders ratified and approved the selection of Ernst & Young
LLP as independent auditors of the Company to serve until the 1998 annual
meeting of stockholders. The result of the vote was as follows: 15,513,398 votes
were for the selection and 6,000 votes were against the selection. In addition,
there were 1,000 abstentions with respect to this vote.
The stockholders approved the proposed amendment to the Plan. The
result of the vote was as follows: 14,379,037 votes were for the amendment and
981,340 votes were against the amendment. In addition, there were 2,738
abstentions and 157,283 broker nonvotes with respect to this vote.
The stockholders approved the proposed amendment to the Company's
Certificate of Incorporation. The result of the vote was as follows: 10,244,985
votes were for the amendment and 3,777,353 votes were against the amendment. In
addition, there were 3,208 abstentions and 1,494,852 broker nonvotes with
respect to this vote.
15
<PAGE>
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
second quarter of the year ending December 31, 1997.
16
<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: August 11, 1997 By: /s/ Vincent J. Young
---------------------
Vincent J. Young
Chairman
Date: August 11, 1997 By: /s/ James A. Morgan
--------------------
James A. Morgan
Executive Vice President and
Chief Financial Officer
(principal financial officer)
17
<PAGE>
EXHIBIT 11
YOUNG BROADCASTING INC. AND SUBSIDIARIES
RE COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
---------------- -------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1996 1997 1996 1997
---------------------------- ------------------------
<S> <C> <C> <C> <C>
SHARES OF COMMON STOCK OUTSTANDING
FOR THE ENTIRE PERIOD............... 10,548,181 14,230,357 10,464,483 14,258,838
ISSUANCE OF 28,481 SHARES OF COMMON
STOCK TO THE COMPANY'S DEFINED
CONTRIBUTION PLAN IN 1997.............. - 26,907 - -
ISSUANCE OF 27,685 SHARES OF COMMON
STOCK TO THE COMPANY'S DEFINED
CONTRIBUTION PLAN IN 1996.............. 27,073 - - -
ISSUANCE OF 23,950 SHARES OF COMMON
STOCK UPON EXERCISE OF OPTIONS IN 1997. - 7,891 - 15,695
REPURCHASE OF 459,000 SHARES OF COMMON
STOCK UNDER BUYBACK PROGRAM IN 1997.... - (119,188) - (237,066)
REPURCHASE OF 111,383 SHARES OF COMMON
STOCK FROM J.P. MORGAN CAPITAL
CORPORATION IN 1996................... (110,152) - - -
ISSUANCE OF 5,937 SHARES OF COMMON STOCK
UPON EXERCISE OF OPTIONS IN 1996...... 2,690 - 5,350 -
ISSUANCE OF 9,937 SHARES OF COMMON STOCK 4,259
UPON EXERCISE OF OPTIONS IN 1996..... 2,141 - -
--------------------------------------------------------------
WEIGHTED AVERAGE SHARES OF COMMON
STOCK OUTSTANDING................. 10,469,933 14,145,969 10,474,092 14,037,467
PRIMARY DILUTIVE EFFECT OF 688,551
OPTIONS AND 750,000 WARRANTS IN 1996
AND 644,551 OPTIONS IN 1997 EXPECTED TO
BE EXERCISED UNDER THE TREASURY
STOCK METHOD USING THE WEIGHTED
AVERAGE MARKET PRICE OF THE COMPANY'S
SHARES OF COMMON STOCK................. - - 504,609 172,368
--------------------------------------------------------------
TOTAL PRIMARY WEIGHTED AVERAGE SHARES OF
COMMON STOCK FOR THE PERIOD....... - - 10,978,701 14,209,835
--------------------------------------------------------------
FULLY DILUTIVE EFFECT OF 658,551
OPTIONS AND 750,000 WARRANTS IN 1996
AND 644,551 OPTIONS IN 1997
EXPECTED TO BE EXERCISED UNDER
TREASURY STOCK METHOD USING THE
PERIOD-END MARKET PRICE OF THE
COMPANY'S SHARES OF COMMON STOCK....... - - 623,351 254,122
--------------------------------------------------------------
TOTAL FULLY DILUTED WEIGHTED AVERAGE
SHARES OF COMMON STOCK FOR THE PERIOD. - - 11,097,443 14,291,589
--------------------------------------------------------------
NET INCOME (LOSS)....................... $(1,461,413) $ (353,684) $ 1,877,033 $ 5,212,358
==============================================================
NET INCOME (LOSS) PER COMMON SHARE
PRIMARY
NET INCOME (LOSS)............... $ (0.14) $ (0.03) $ 0.17 $ 0.37
==============================================================
FULLY DILUTED
NET INCOME (LOSS).............. $ (0.14) $ (0.03) $ 0.17 $ 0.37
==============================================================
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,367
<SECURITIES> 0
<RECEIVABLES> 59,071
<ALLOWANCES> 2,301
<INVENTORY> 0
<CURRENT-ASSETS> 73,010
<PP&E> 135,462
<DEPRECIATION> 92,296
<TOTAL-ASSETS> 856,699
<CURRENT-LIABILITIES> 39,391
<BONDS> 570,000
0
0
<COMMON> 14
<OTHER-SE> 69,148
<TOTAL-LIABILITY-AND-EQUITY> 856,699
<SALES> 0
<TOTAL-REVENUES> 132,379
<CGS> 0
<TOTAL-COSTS> 101,205
<OTHER-EXPENSES> 374
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31,154
<INCOME-PRETAX> (354)
<INCOME-TAX> 0
<INCOME-CONTINUING> (354)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (354)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
