<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, 1998 0-25042
YOUNG BROADCASTING INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3339681
(State of 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, 1998:
11,933,920 shares of Class A Common Stock, and 2,418,647 shares of Class B
Common Stock.
===============================================================================
<PAGE>
YOUNG BROADCASTING INC.
FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Part I. Page
----
Item 1. Financial Statements.
<S> <C>
Consolidated Balance Sheets as of December 31, 1997 and June 30, 1998..... 2
Consolidated Statements of Operations for the Three and Six Months Ended
June 30, 1997 and 1998.................................................... 3
Consolidated Statements of Stockholders' Equity for the Six Months Ended
June 30, 1998............................................................. 4
Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 1997 and 1998.................................................... 5
Notes to Consolidated Financial Statements................................ 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................... 9
Part II.
Item 4. Submission of Matters to a Vote of Security Holders.................. 16
Item 6. Exhibits and Reports on Form 8-K..................................... 17
Signatures ........................................................................18
</TABLE>
<PAGE>
Item 1. FINANCIAL STATEMENTS.
<TABLE>
<CAPTION>
YOUNG BROADCASTING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, JUNE 30,
1997* 1998
-----------------------------------------
ASSETS (UNAUDITED)
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 1,652,428 $ 1,419,706
Trade accounts receivable, less allowance for doubtful accounts of
$1,872,000 in 1997 and $2,275,000 in 1998 60,192,889 60,669,553
Current portion of program license rights 23,327,160 7,816,350
Prepaid expenses 2,307,764 5,901,595
-----------------------------------------
Total current assets 87,480,241 75,807,204
-----------------------------------------
Property and equipment, less accumulated depreciation and amortization of
$98,731,094 in 1997 and $111,143,563 in 1998 112,750,987 102,478,241
Program license rights, excluding current portion 1,220,121 862,179
Deposits and other assets 1,771,852 2,159,383
Broadcasting licenses and other intangibles, less accumulated amortization of
$96,631,332 in 1997 and $107,826,551 in 1998 626,507,872 615,580,530
Deferred charges less accumulated amortization of $7,236,107 in 1997 and
$8,872,039 in 1998 16,235,423 14,660,566
-----------------------------------------
TOTAL ASSETS $845,966,496 $811,548,103
=========================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 18,997,702 $ 15,514,386
Accrued expenses 18,921,140 18,534,345
Current installments of program license liability 18,026,986 6,372,276
Current installments of long-term debt 3,907,834 961,008
Current installments of obligations under capital leases 470,981 203,564
------------------------------------------
Total current liabilities 60,324,643 41,585,579
Program license liability, excluding current installments 1,052,659 488,880
Long-term debt, excluding current installments 653,076,951 635,864,801
Deferred taxes and other liabilities 71,666,635 71,601,312
-----------------------------------------
TOTAL LIABILITIES 786,120,888 749,540,572
------------------------------------------
Stockholders' equity:
Class A Common Stock, $.001 par value. Authorized 20,000,000 shares; issued and
outstanding 11,850,504 shares at 1997 and 11,919,754 at 1998 11,851 11,920
Class B Common Stock, $.001 par value. Authorized 20,000,000 shares; issued and
outstanding 1,997,340 shares at 1997 and 2,418,647 (exclusive of 50,450
shares held in treasury) at 1998 1,997 2,418
Additional paid-in capital 222,881,546 224,190,854
Accumulated deficit (163,049,786) (162,197,661)
------------------------------------------
Total stockholders' equity 59,845,608 62,007,531
------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 845,966,496 $ 811,548,103
==========================================
</TABLE>
*Derived from the audited financial statements for the year ended
December 31, 1997
See accompanying notes to consolidated financial statements.
2
<PAGE>
YOUNG BROADCASTING INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
1997 1998 1997 1998
--------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net operating revenue $ 71,099,925 $ 77,245,728 $132,378,883 $141,827,149
--------------------------------------------------------------------------
Operating expenses 15,808,390 16,614,510 31,577,279 33,109,067
Amortization of program license rights 9,554,052 9,993,819 20,002,503 20,358,286
Selling, general and administrative expenses 10,771,805 12,765,578 21,880,644 25,538,159
Depreciation and amortization 11,992,523 12,409,782 24,132,409 24,959,442
Corporate overhead 1,582,148 2,048,295 3,117,009 4,092,901
Non-cash compensation 254,692 299,991 494,722 595,749
Merger-related costs - - - 1,444,588
--------------------------------------------------------------------------
Operating income 21,136,315 23,113,753 31,174,317 31,728,957
--------------------------------------------------------------------------
Interest income 34,651 61,672 137,988 112,344
Interest expense (15,734,578) (15,181,818) (31,291,590) (30,931,403)
Other expense, net (224,030) (185,799) (374,399) (436,766)
--------------------------------------------------------------------------
(15,923,957) (15,305,945) (31,528,001) (31,255,825)
--------------------------------------------------------------------------
Net income (loss) $ 5,212,358 $ 7,807,808 $ (353,684) $ 473,132
==========================================================================
Income (loss) per common share
Basic $0.37 $0.54 $(0.03) $0.03
==========================================================================
Diluted $0.37 $0.52 $(0.03) $0.03
==========================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
Young Broadcasting Inc. And Subsidiaries
Consolidated Statements of Stockholders' Equity
(Unaudited)
ADDITIONAL TOTAL
COMMON STOCK PAID-IN ACCUMULATED STOCKHOLDERS'
--------------------
CLASS A CLASS B CAPITAL DEFICIT EQUITY
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997..................... $11,851 $1,997 $222,881,546 $(163,049,786) $59,845,608
Contribution of shares into Company's
defined contribution plan.................. 9 - 520,919 - 520,928
Conversion of Class B Common Stock
to Class A Common Stock................... 55 (55) - - -
Exercise of common stock options............. 5 - 120,120 - 120,125
Issuance of Class A Common Stock and
repurchase of Class B Common Stock for
the Adam Young Inc. merger............... - 476 668,269 378,993 1,047,738
Net income for the six months ended June 30,
1998..................................... - - - 473,132 473,132
------------------------------------------------------------------------
Balance at June 30,
1998............................................ $11,920 $2,418 $224,190,854 $(162,197,661) $62,007,531
========================================================================
.
</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,
1997 1998
---------------------------------------
OPERATING ACTIVITIES
<S> <C> <C>
Net income (loss) $ (353,684) $ 473,132
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization of property and equipment 12,820,738 12,128,290
Amortization of program license rights 20,002,503 20,358,286
Amortization of broadcasting licenses, other intangibles and deferred
charges 11,311,671 12,831,152
Non-cash compensation 494,722 595,749
Non-cash interest expense on outstanding indebtedness 143,452 101,024
Loss (gain) on sale of fixed assets 3,011 (65,962)
Deferred acquisition and debt refinancing costs incurred (1,760,000) -
Payments on programming license liabilities (20,339,559) (20,671,002)
Decrease in trade accounts receivable 1,363,028 960,062
Increase in prepaid expenses (1,378,764) (3,376,346)
Decrease (increase) in trade accounts payable (6,660,109) 389,124
Decrease in accrued expenses and other liabilities (540,076) (1,786,624)
---------------------------------------
Net cash provided by operating activities 15,106,933 21,936,885
---------------------------------------
INVESTING ACTIVITIES
Capital expenditures (2,739,049) (1,452,311)
(Increase) decrease in deposits and other assets (41,831) 84,273
Increase in broadcast licenses and other intangibles (1,505,444) (267,877)
---------------------------------------
Net cash used in investing activities (4,286,324) (1,635,915)
---------------------------------------
FINANCING ACTIVITIES
Proceeds from issuance of public subordinated debt 200,000,000 -
Principal payments on long-term debt (201,740,000) (20,260,000)
Deferred acquisition and debt refinancing costs incurred (307,255) (61,076)
Repurchase of Class A Common Stock (12,338,480) -
Proceeds from exercise of Common Stock options 276,500 120,125
Principal payments under capital lease obligations (349,437) (332,741)
---------------------------------------
Net cash used in financing activities (14,458,672) (20,533,692)
---------------------------------------
NET DECREASE IN CASH (3,638,063) (232,722)
Cash and cash equivalents at beginning of year 7,004,744 1,652,428
---------------------------------------
CASH AND CASH EQUIVALENTS AT JUNE 30 $ 3,366,681 $ 1,419,706
=======================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 31,144,695 $ 31,343,114
=======================================
</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, and a national television sales representation firm (see
Merger). 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. MERGER
On February 5, 1998, the Company entered into an Agreement and Plan of Merger
with Adam Young Inc., ("AYI") a national television sales representation firm,
and its shareholders, pursuant to which AYI was merged with and into AYI
Acquisition Corporation, a wholly-owned subsidiary of the Company.
The acquisition of AYI has been accounted for as a combination of companies
under common control similar to a pooling-of-interests. The Company issued
526,757 shares of the Company's Class A Common Stock and repurchased 50,450
shares of Class B Common Stock as Treasury Shares, with an approximate value of
$19.3 million, to Vincent Young, the Company's Chairman and to Adam Young, the
Company's Treasurer, and his wife in exchange for all of the outstanding stock
of AYI which was held by these persons.
The operating results of AYI are included in the accompanying consolidated
statement of operations since January 1, 1998. Historical information of AYI was
not included in the Company's historical results as the impact of this
acquisition was not deemed to be material.
In connection with the merger, the Company recorded a charge to operating
expenses of approximately $1.4 million for direct and other merger related costs
pertaining to the merger transaction and certain restructuring programs in the
first quarter of 1998, of which approximately $848,000 has been paid as of June
30, 1998. Merger transaction costs consisted primarily of fees for investment
bankers, attorneys, accountants and other related charges. Restructuring costs
included severance for terminated employees, consolidation and closure of an
office and exit costs.
6
<PAGE>
YOUNG BROADCASTING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Details of the merger-related costs are as follows:
<TABLE>
<CAPTION>
1998 Provision
----------------
(in thousands)
<S> <C> <C>
Merger transaction costs $ 651
Restructuring costs
Employee severance 685
Exit costs 108
----------------
Total $1,444
================
</TABLE>
Restructuring costs related to the consolidation of administrative and
management functions. These activities resulted in the reduction of
approximately 9 employees and included the consolidation and closure of an Adam
Young Inc. office. Exit costs included activities such as the termination of a
lease agreement, buyouts related to the closure of the AYI office, and moving
costs for employees and equipment. At June 30, 1998, approximately $596,000
relating to these programs were classified as current liabilities.
3. LONG-TERM SPORTS AGREEMENT
On June 16, 1998 the Company entered into a new long-term agreement with
the Los Angeles Lakers ("Lakers") with broadcast rights through the 2004/2005
season. Under the terms of the new seven year deal, KCAL-TV, Los Angeles,
California, will broadcast 41 Lakers pre-season and regular season away games
annually. Additionally, KCAL-TV has the broadcast rights to all post-season away
games not subject to NBA/network commitments. KCAL-TV has also obtained the
exclusive sales rights and control over broadcast, production and inventory
activities.
4. DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures About Segments of an
Enterprise and Related Information" ("FAS 131"), which is effective for years
beginning after December 15, 1997. FAS 131 establishes standards for the way
that public business enterprises report information about operating segments in
annual financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports. It also
establishes standards for related disclosure about products and services,
geographic areas and major customers. FAS 131 is effective for financial
statements for fiscal years beginning after December 15, 1997, and therefore,
the Company will adopt the new requirements in 1998. Management has not yet
completed its review of FAS 131.
7
<PAGE>
YOUNG BROADCASTING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
5. RETENTION OF LAZARD FRERES & CO. LLC
In June 1998, the Company retained Lazard Freres & Co. LLC to explore
potential strategic alternatives for the Company, including a merger or sale,
among other possibilities. The Board of Directors decided to pursue this course
of action to investigate all possibilities to maximize long-term shareholder
value. The Company has not made a decision to pursue any particular alternative,
and does not assure any transaction will result from its exploration process.
8
<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 and
national representation fees. 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 Adam Young Inc., a national advertising sales
representative ("AYI") which was recently merged with the Company. The stations
generally pay commissions to advertising agencies on local and regional
advertising; on national advertising, the stations also pay commissions to AYI.
Effective January 1, 1998, the commissions paid to AYI have been eliminated for
consolidation purposes.
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, merger related
costs and corporate overhead, less
9
<PAGE>
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, 1997 and 1998:
<TABLE>
<CAPTION>
Three Months Ended June 30, SIX MONTHS ENDED JUNE 30,
--------------------------- -------------------------
1997 1998 1997 1998
---- ---- ---- ----
(dollars in thousands) (dollars in thousands)
<S> <C> <C> <C> <C>
Operating income............................. $21,136 $ 23,114 $ 31,174 $ 31,729
Add:
Amortization of program license rights....... 9,554 9,994 20,002 20,358
Depreciation and amortization................ 11,992 12,409 24,132 24,959
Corporate overhead........................... 1,582 2,048 3,117 4,093
Merger-related costs......................... - - - 1,444
Non-cash compensation........................ 255 300 495 596
Less:
Payments for program license liabilities (9,673) (10,171) (20,340) (20,671)
------------------------------- -------------------------------
Broadcast cash flow.......................... $34,846 $ 37,694 $ 58,580 $ 62,508
============================== ===============================
</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,
---------------------------- --------------------------
1997 1998 1997 1998
----- ---- ---- ----
Amount % AMOUNT % AMOUNT % AMOUNT %
------- ----- ------ ----- ------ ------ ------ -----
(dollars in thousands) (dollars in thousands)
Revenues
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Local............ $ 52,302 62.5 $ 56,605 63.4 $ 98,367 63.2 $104,283 63.7
National......... 26,960 32.2 26,121 29.3 47,907 30.8 47,147 28.8
Network.......... 3,314 4.0 3,375 3.8 6,434 4.2 6,450 3.9
Political........ 268 0.3 2,101 2.3 664 0.4 3,085 1.9
Production/Other 882 1.0 1,064 1.2 2,165 1.4 2,802 1.7
---------------------------------------------------- --------------------------------------------------
Total........... 83,726 100.0 89,266 100.0 155,537 100.0 163,767 100.0
Commissions...... (12,626) (15.1) (12,020) (13.5) (23,158) (14.9) (21,940) (13.4)
---------------------------------------------------- --------------------------------------------------
Net Revenue...... $ 71,100 84.9 $ 77,246 86.5 $132,379 85.1 $141,827 86.6
==================================================== ==================================================
</TABLE>
10
<PAGE>
RESULTS OF OPERATIONS
Three Months ended June 30, 1998 Compared to Three Months Ended June 30, 1997
Actual
-------
The following historical financial information for the three months ended June
30, 1998 includes the results of Adam Young Inc. (merger agreement entered into
on February 5, 1998), for the entire quarter. The operating results for the
three months ended June 30, 1997 do not include Adam Young Inc. as the results
of Adam Young Inc. were not deemed to be material.
Net revenue for the three months ended June 30, 1998 was $77.2 million, an
increase of $6.1 million, or 8.6%, compared to $71.1 million for the three
months ended June 30, 1997. Improvement in various local market economies led to
an increase in the Company's gross local revenue of 8.2%, while gross national
was down 3.2% in 1998 compared to the second quarter of 1997. Political revenue
for the three months ended June 30, 1998 was $2.1 million, an increase of $1.8
million from the same period in 1997.
Operating expenses, including selling, general and administrative expenses,
for the three months ended June 30, 1998 were $29.4 million, compared to $26.6
million for the three months ended June 30, 1997, an increase of $2.8 million,
or 10.5%, with Adam Young Inc. accounting for $1.2 of such increase.
Amortization of program license rights for the three months ended June 30,
1998 was $10.0 million, compared to $9.6 million for the three months ended June
30, 1997, an increase of $440,000.
Depreciation of property and equipment and amortization of intangible assets
was $12.4 million for the three months ended June 30, 1998, compared to $12.0
million for the three months ended June 30, 1997, an increase of $417,000, or
3.5%. The increase is due principally to capital purchases during the second
half of 1997.
The Company made payments for program license liabilities of $10.2 million
during the three months ended June 30, 1998, compared to $9.7 million for the
three months ended June 30, 1997, an increase of $498,000.
Corporate overhead for the three months ended June 30, 1998 was $2.0 million,
compared to $1.6 million for the three months ended June 30, 1997, an increase
of $466,000. This increase was the result of additional personnel,
administrative costs and incentive compensation programs in 1998.
Non-cash compensation was $300,000 for the three months ended June 30, 1998,
compared to $255,000 for the comparable period in 1997. These amounts
represented non-cash charges for an employee-matching stock plan (the "Plan")
established January 1, 1997, included in the Company's 401(k) Plan.
Interest income for the three months ended June 30, 1998 was $62,000 compared
to $35,000 for the three months ended June 30, 1997, an increase of $27,000.
This increase is primarily attributable to higher cash levels during the
comparative periods.
11
<PAGE>
Interest expense was $15.2 million for the three months ended June 30, 1998,
compared to $15.7 million for the three months ended June 30, 1997, a decrease
of $553,000. This decrease is primarily attributable to the Company's lower debt
levels following the payment of approximately $39.0 million in debt since June
30, 1997.
As a result of the factors discussed above, net income was $7.8 million for
the three months ended June 30, 1998, compared to net income of $5.2 million for
the three months ended June 30, 1997.
Broadcast cash flow was $37.7 million for the three months ended June 30,
1998, compared to $34.8 million for the three months ended June 30, 1997, an
increase of $2.9 million, or 8.3%. Broadcast cash flow margins (broadcast cash
flow divided by net revenues) were 48.8% for the three months ended June 30,
1998, compared to 49.0% for the three months ended June 30, 1997.
Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997
Actual
------
The following historical information for the six months ended June 30, 1998
includes the results of Adam Young Inc. (merger agreement entered into on
February 5, 1998), for the entire period. The operating results for the six
months ended June 30, 1997 do not include Adam Young Inc. as the results of Adam
Young Inc. were not deemed to be material.
Net revenue for the six months ended June 30, 1998 was $141.8 million, an
increase of $9.4 million, or 7.1%, compared to $132.4 million for the six months
ended June 30, 1997. Improvement in various local market economies led to an
increase in the Company's gross local revenues of 6.0%, while gross national was
down 1.6% in 1998 compared to the same period in 1997. Political revenue for the
six months ended June 30, 1998 was $3.1 million, an increase of $2.4 million
from the same period in 1997.
Operating expenses, including selling and general administrative expenses,
were $58.6 million for the six months ended June 30, 1998, compared to $53.5
million for the six months ended June 30, 1997, an increase of $5.1 million, or
9.5%, with Adam Young Inc. accounting for $2.6 million of such increase.
Amortization of program license rights for the six months ended June 30, 1998
was $20.4 million compared to $20.0 million for the six months ended June 30,
1997, an increase of $355,000.
Depreciation of property and equipment and amortization of intangible assets
was $25.0 million for the six months ended June 30, 1998, compared to $24.1
million for the six months ended June 30, 1997, an increase of $827,000, or
3.4%. This increase is primarily attributable to capital purchases during the
second half of 1997.
The Company made payments for program license liabilities of $20.7 million
during the six months ended June 30, 1998, compared with payments of $20.3
million during the six months ended June 30, 1997, an increase of $331,000.
12
<PAGE>
Corporate overhead was $4.1 million for the six months ended June 30, 1998,
compared to $3.1 million for the period ended June 30, 1997, an increase of
$976,000. This increase was the result of additional personnel, administrative
costs and incentive compensation programs in 1998.
Non-cash compensation was $596,000 for the six months ended June 30, 1998,
compared to $495,000 for the same period in 1997. These amounts represented non-
cash charges for an employee-matching stock plan (the "Plan") established
January 1, 1997, included in the Company's 401(k) Plan.
Interest income for the six months ended June 30, 1998 was $112,000 compared
to $138,000 for the same period in 1997, a decrease of $26,000. This decrease is
primarily attributable to the lower cash levels resulting from the use of cash
and cash equivalents to prepay long-term debt.
Interest expense was $30.9 million for the six months ended June 30, 1998,
compared with $31.3 million for the prior year period, a decrease of $361,000,
or 1.2%. The decrease in interest expense is due to the Company's lower debt
levels following the payment of approximately $39.0 million in debt since June
30, 1997.
As a result of the factors discussed above, the Company's net income was
$473,000 for the six months ended June 30, 1998, compared with a net loss of
$354,000 for the same period in 1997.
Broadcast cash flow was $62.5 million for the six months ended June 30, 1998,
compared to $58.6 million for the same period in 1997, an increase of $3.9
million, or 6.7%. Broadcast cash flow margins (broadcast cash flow divided by
net revenues) were 44.1% for the six months ended June 30, 1998, compared to
44.3% for the same period in 1997.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operations for the six months ended June 30, 1998 was $21.9
million as compared to cash provided by operations of $15.1 million for the same
period in 1997. Changes in the Company's net cash flows from operating
activities are primarily the result of improvement in net income and a reduction
of accounts payable during the six months ended June 30, 1998 as compared to the
six months ended June 30, 1997.
The Company used cash in investing activities for the six months ended June
30, 1998 and 1997 of $1.6 million and $4.3 million, respectively. The decrease
in 1998 was primarily attributable to the reduced spending for property and
equipment.
Cash used in financing activities for the six months ended June 30, 1998 and
1997 was $20.5 million and $14.5 million, respectively. Financing activities for
the six months ended June 30, 1998 and 1997 include principal payments under the
Company's senior credit facility (the "Senior Credit Facility") of $20.3 million
and $201.7 million, respectively. In June 1997, the Company received $200.0
million in proceeds from the issuance of public subordinated debt and applied
the net proceeds therefrom to repay principal under the Senior Credit Facility.
In addition, in the second quarter of 1997, the Company repurchased $12.3
million in Class A Common Stock.
13
<PAGE>
It is anticipated that the Company will be able to meet the working capital
needs of the stations, principal and interest payments under the Senior Credit
Facility and the Company's senior subordinated notes (the "Senior Subordinated
Notes"), and to a lesser extent, capital expenditures from cash on hand, cash
flows from operations and funds available under the Senior Credit Facility.
On November 25, 1997, the Senior Credit Facility was amended and restated to
provide the Company with the ability to borrow up to $300.0 million in the form
of a five-year revolving credit facility. As of June 30, 1998, there was $65.0
million outstanding under the Senior Credit Facility.
The Senior Credit Facility has a $285.0 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.
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 $70.0 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
Company's existing indentures (the "Indentures") relating to the Senior
Subordinated Notes. 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. Undrawn amounts under the Senior Credit
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 0.75% based upon a ratio
under 4:1 to 2.00% based upon a 6:1 or greater ratio.
Each of the Company's subsidiaries (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 Subsidiaries and a
first priority lien on all of the assets of the Company and its Subsidiaries.
The Senior Credit Facility 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 existing Senior Subordinated Notes
and that the net proceeds in excess of any permitted acquisition are used to
repay the outstanding balance of the Senior Credit Facility by the amount of
such excess. 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.
14
<PAGE>
The Senior Credit Facility requires the Company to maintain certain financial
ratios. The Company is required to maintain a total debt/operating cash flow
ratio ranging from 6.25x to 5.00x depending on senior debt leverages. The
Company is also required to maintain a senior debt/operating cash flow ratio
ranging from 2.75x to 2.25x depending on senior debt leverages. Additionally,
the Company is required to maintain an operating cash flow/total interest
expense ratio ranging from 1.75x to 2.25x depending on senior debt leverages.
The Company is also required to maintain an operating cash flow minus capital
expenditures to pro forma debt service ratio of no less than 1.10x at any time.
Such ratios must be maintained as of the last day of the quarter for each of the
periods.
The Company is required to apply the proceeds from permitted equity issuances
and certain subordinated debt issuances, to the extent it exceeds the purchase
price for permitted acquisitions or permitted redemptions of Senior Subordinated
Debt, to reduce the Company's senior debt 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 the financial covenants of the Senior Credit Facility, sell assets
constituting less than 15% of its operating cash flow.
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 Senior
Subordinated 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.
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 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.
IMPACT OF YEAR 2000
The Company is performing a review of its Year 2000 compliance relating to all
of its computer hardware and software. Management believes that no material
asset purchases will be needed to be Year 2000 compliant.
INCOME TAXES
The Company and its Subsidiaries file a consolidated federal income tax return
and such state or local tax returns as are required. As of December 31, 1997,
the Company had $203.0 million of net operating loss ("NOL") carryforwards which
were subject to annual limitations imposed by Internal Revenue Code Section 382.
15
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 5, 1998, the Company held its annual meeting of stockholders to (i)
elect nine 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 1999 annual meeting of stockholders, (iii) approve an amendment to the
Company's Certificate of Incorporation to lower from 10% to 5% the required
minimum percentage of Common Stock to be held by the Company's "Management
Group" for continued designation of the Company's Class B Common Stock and (iv)
approve the issuance of Class B Common Stock in exchange for then outstanding
Class A Common Stock held by certain members of the Management Group.
The following individuals were elected to serve as directors until the next
annual meeting:
<TABLE>
<CAPTION>
Vote For Vote Withheld
---------- -------------
<S> <C> <C>
Vincent J. Young 20,395,484 59,700
Adam Young 20,395,484 59,700
Ronald J. Kwasnick 20,395,484 59,700
James A. Morgan 20,395,484 59,700
Bernard F. Curry 20,395,484 59,700
Alfred J. Hickey, Jr. 20,395,484 59,700
Leif Lomo 20,395,484 59,700
Robert L. Winikoff 20,395,484 59,700
David C. Lee 20,395,484 59,700
</TABLE>
Such individuals, other than Messrs. Morgan, Winikoff and Lee, constituted the
entire Board of Directors and 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 1999 annual meeting of
stockholders. The result of the vote was as follows: 18,416,470 votes were for
the selection and 138,445 votes were against the selection. In addition, there
were 1,080 abstentions and 1,899,189 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: 18,250,759 votes were
for the amendment and 374,196 votes were against the amendment. In addition,
there were 11,380 abstentions and 1,818,849 broker nonvotes with respect to this
vote.
The stockholders approved the proposed issuance of Class B Common Stock in
exchange for Class A Common Stock owned by certain members of the Management
Group. The result of the vote was as follows: 17,580,005 votes were for the
issuance and exchange and 1,043,495 votes were against. In addition, there were
12,835 abstentions and 1,818,849 broker nonvotes with respect to this vote.
16
<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, 1998.
<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 7, 1998 By: /s/ Vincent J. Young
--------------------
Vincent J. Young
Chairman
Date: August 7, 1998 By: /s/ James A. Morgan
-------------------
James A. Morgan
Executive Vice President and
Chief Financial Officer
(principal financial officer)
<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,
1997 1998 1997 1998
--------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
SHARES OF COMMON STOCK OUTSTANDING
FOR THE ENTIRE PERIOD 14,230,357 13,847,844 14,258,838 14,330,985
ISSUANCE OF 9,250 SHARES OF COMMON STOCK TO THE
COMPANIES DEFINED CONTRIBUTION PLAN IN 1998 -- 5,523 -- 4,941
ISSUANCE OF 28,481 SHARES OF COMMON STOCK TO THE
COMPANIES DEFINED CONTRIBUTION PLAN IN 1997 26,907 -- -- --
ISSUANCE OF 5,000 SHARES OF COMMON STOCK
UPON EXERCISE OF OPTIONS IN 1998 -- 3,550 -- 1,484
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) --
ISSUANCE OF 526,757 SHARES OF COMMON STOCK FOR THE
MERGER OF ADAM YOUNG INC -- 421,988 -- --
RETIREMENT OF 50,450 SHARES OF COMMON STOCK FOR THE
MERGER OF ADAM YOUNG INC -- (40,416) -- --
---------------- ----------- ----------- ------------
WEIGHTED AVERAGE SHARES OF COMMON STOCK
OUTSTANDING 14,145,967 14,238,489 14,037,467 14,337,410
DILUTED EFFECT OF 644,551 OPTIONS IN 1997 AND
1,517,000 OPTIONS IN 1998 EXPECTED TO BE EXERCISED
UNDER THE TREASURY STOCK METHOD USING THE
WEIGHTED AVERAGE MARKET PRICE OF THE COMPANIES
SHARES OF COMMON STOCK -- 596,848 172,368 657,594
---------------- ----------- ----------- ------------
TOTAL DILUTED WEIGHTED AVERAGE SHARES OF
COMMON STOCK FOR THE PERIOD 14,145,967 14,835,337 14,209,835 14,995,004
---------------- ----------- ----------- ------------
NET INCOME (LOSS) $ (353,684) $ 473,132 $ 5,212,358 $ 7,807,808
================ =========== =========== ============
NET INCOME (LOSS) PER COMMON SHARE
BASIC
NET INCOME (LOSS) $ (0.03) $ 0.03 $ 0.37 $ 0.54
================ =========== =========== ============
DILUTED
NET INCOME (LOSS) $ (0.03) $ 0.03 $ 0.37 $ 0.52
================ =========== =========== ============
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,420
<SECURITIES> 0
<RECEIVABLES> 60,670
<ALLOWANCES> 2,275
<INVENTORY> 0
<CURRENT-ASSETS> 75,807
<PP&E> 213,622
<DEPRECIATION> 111,144
<TOTAL-ASSETS> 811,548
<CURRENT-LIABILITIES> 41,586
<BONDS> 570,000
0
0
<COMMON> 14
<OTHER-SE> 62,008
<TOTAL-LIABILITY-AND-EQUITY> 811,548
<SALES> 0
<TOTAL-REVENUES> 141,827
<CGS> 0
<TOTAL-COSTS> 110,098
<OTHER-EXPENSES> 437
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 30,819
<INCOME-PRETAX> 473
<INCOME-TAX> 0
<INCOME-CONTINUING> 473
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 473
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
