<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 10-Q
___________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED COMMISSION FILE NUMBER:
MARCH 31, 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 April 30, 1998:
12,440,595 shares of Class A Common Stock, and 1,891,890 shares of Class B
Common Stock.
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<PAGE>
YOUNG BROADCASTING INC.
FORM 10-Q
TABLE OF CONTENTS
Part I. Page
----
Item 1. Financial Statements.
Consolidated Balance Sheets as of December 31, 1997 and
March 31, 1998........................................................ 2
Consolidated Statements of Operations for the Three Months
Ended March 31, 1997 and 1998......................................... 3
Consolidated Statements of Stockholders' Equity for the
Three Months Ended March 31, 1998..................................... 4
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1997 and 1998......................................... 5
Notes to Consolidated Financial Statements............................ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................... 8
Part II.
Item 6. Exhibits and Reports on Form 8-K................................ 14
Signatures................................................................ 15
<PAGE>
ITEM 1. FINANCIAL STATEMENTS.
YOUNG BROADCASTING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, MARCH 31,
1997* 1998
-----------------------------------------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,652,428 $ 4,335,453
Trade accounts receivable, less allowance for doubtful accounts of
$1,872,000 in 1997 and $2,047,000 in 1998 60,192,889 49,978,652
Current portion of program license rights 23,327,160 15,871,875
Prepaid expenses 2,307,764 3,461,384
-----------------------------------------
Total current assets 87,480,241 73,647,364
-----------------------------------------
Property and equipment, less accumulated depreciation and amortization of
$98,731,094 in 1997 and $105,116,038 in 1998 112,750,987 107,263,729
Program license rights, excluding current portion 1,220,121 1,124,856
Deposits and other assets 1,771,852 2,095,170
Broadcasting licenses and other intangibles, less accumulated amortization of
$96,631,332 in 1997 and $102,307,024 in 1998 626,507,872 621,106,717
Deferred charges less accumulated amortization of $7,236,107 in 1997 and
$8,053,787 in 1998 16,235,423 15,470,113
-----------------------------------------
TOTAL ASSETS $845,966,496 $820,707,949
=========================================
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
<S> <C> <C>
Trade accounts payable $ 18,997,702 $ 13,862,225
Accrued expenses 18,921,140 20,744,401
Current installments of program license liability 18,026,986 12,637,699
Current installments of long-term debt 3,907,834 3,934,421
Current installments of obligations under capital leases 470,981 331,892
-----------------------------------------
Total current liabilities 60,324,643 51,510,638
Program license liability, excluding current installments 1,052,659 834,940
Long-term debt, excluding current installments 653,076,951 642,840,876
Deferred taxes and other liabilities 71,666,635 71,617,530
-----------------------------------------
TOTAL LIABILITIES 786,120,888 766,803,984
-----------------------------------------
Stockholders' equity:
Class A Common Stock, $.001 par value. Authorized 20,000,000 shares; issued and
outstanding 11,850,504 shares at 1997 and 12,434,095 at 1998 11,851 12,434
Class B Common Stock, $.001 par value. Authorized 20,000,000 shares; issued and
outstanding 1,997,340 shares at 1997 and 1,896,890 (exclusive of 50,450 1,997 1,897
shares held in treasury) at 1998
Additional paid-in capital 222,881,546 223,895,103
Accumulated deficit (163,049,786) (170,005,469)
-----------------------------------------
Total stockholders' equity 59,845,608 53,903,965
-----------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 845,966,496 $ 820,707,949
=========================================
</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
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months ended March 31,
1997 1998
---------------------------------------
<S> <C> <C>
Net operating revenue $ 61,278,958 $ 64,581,421
---------------------------------------
Operating expenses 15,768,630 16,494,557
Amortization of program license rights 10,448,451 10,364,467
Selling, general and administrative expenses 11,109,098 12,772,581
Depreciation and amortization 12,139,886 12,549,660
Corporate overhead 1,534,861 2,044,606
Non-cash compensation 240,030 295,758
Merger related costs - 1,444,588
---------------------------------------
Operating income 10,038,002 8,615,204
---------------------------------------
Interest income 103,337 50,672
Interest expense (15,557,012) (15,749,585)
Other expense, net (150,369) (250,967)
---------------------------------------
(15,604,044) (15,949,880)
---------------------------------------
Net loss $ (5,566,042) $ (7,334,676)
=======================================
Net loss per common share-basic $(0.39) $(0.52)
=======================================
Weighted average shares-basic 14,255,673 14,138,469
=======================================
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
YOUNG BROADCASTING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
COMMON STOCK ADDITIONAL TOTAL
-------------------- PAID-IN ACCUMULATED STOCKHOLDERS'
CLASS A CLASS B CAPITAL DEFICIT EQUITY
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997..................... $11,851 $1,997 $222,881,546 $(163,049,786) $59,845,608
Contribution of shares into Company's
defined contribution plan.................. 3 - 225,168 - 225,171
Conversion of Class B Common Stock
to Class A Common Stock................... 50 (50) - - -
Exercise of stock options.................... 4 - 120,120 - 120,124
Issuance of Class A Common Stock and
repurchase of Class B Common Stock for
the Adam Young Inc. merger............... 526 (50) 668,269 378,993 1,047,738
Net loss for the three months ended March 31, (7,334,676)
1998..................................... - - - (7,334,676)
------------------------------------------------------------------------
Balance at March 31, 1998........................ $12,434 $1,897 $223,895,103 $(170,005,469) $53,903,965
========================================================================
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE>
YOUNG BROADCASTING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months ended March 31,
1997 1998
--------------------------------------
OPERATING ACTIVITIES
<S> <C> <C>
Net loss $ (5,566,042) $ (7,334,676)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization of property and equipment 6,547,116 6,063,294
Amortization of program license rights 10,448,451 10,364,467
Amortization of broadcasting licenses, other intangibles and deferred
charges 5,592,770 6,486,366
Non-cash compensation 240,030 295,758
Non-cash interest expense on outstanding indebtedness 71,726 50,512
Loss on disposal of fixed assets - 126,386
Payments on programming license liabilities (10,667,143) (10,500,240)
Decrease in trade accounts receivable 9,377,925 11,372,095
Increase in prepaid expenses (1,409,396) (936,135)
Decrease in trade accounts payable (4,946,851) (3,056,160)
(Decrease) increase in accrued expenses (2,993,437) 427,665
-----------------------------------------
Net cash provided by operating activities 6,695,149 13,359,332
----------------------------------------
INVESTING ACTIVITIES
Capital expenditures (831,220) (176,822)
(Increase) decrease in deposits and other assets (20,764) 148,486
Increase in broadcast licenses and other intangibles (200,249) (267,531)
----------------------------------------
Net cash used in investing activities (1,052,233) (295,867)
----------------------------------------
FINANCING ACTIVITIES
Principal payments on long-term debt (10,000,000) (10,260,000)
Deferred acquisition and debt refinancing costs incurred (258,582) (52,370)
Proceeds from exercise of options - 120,124
Principal payments under capital lease obligations (211,473) (188,194)
-----------------------------------------
Net cash used in financing activities (10,470,055) (10,380,440)
----------------------------------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (4,827,139) 2,683,025
Cash and cash equivalents at beginning of year 7,004,744 1,652,428
-----------------------------------------
CASH AND CASH EQUIVALENTS AT MARCH 31 $ 2,177,605 $ 4,335,453
========================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 18,200,882 $ 13,785,070
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
YOUNG BROADCASTING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include those of Young
Broadcasting Inc. and subsidiaries (the "Company"), consisting of eleven network
affiliated (four with CBS, six with ABC, and one with NBC) and one independent
commercial television broadcasting stations in the states of Michigan,
Wisconsin, Louisiana, Illinois, Tennessee, New York, Virginia, Iowa, South
Dakota and California, 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 which approximately $249,000 has been paid as of March 31,
1998. Merger transaction costs consisted primarily of fees for investment
bankers, attorneys, accountants and other related charges. Restructuring
6
<PAGE>
YOUNG BROADCASTING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
costs included severance for terminated employees, consolidation and closure of
an office and exit costs.
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 primarily relate to the consolidation of administrative and
management functions. These activities will result in the reduction of
approximately 9 employees and will include the consolidation and closure of an
Adam Young Inc. office. Exit costs include activities such as the termination of
a lease agreement, buyouts relating to the closure of the AYI office, and moving
costs for employees and equipment. At March 31, 1998, approximately $1.2 million
relating to these programs were classified as current liabilities.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT, CONCERNING, AMONG
OTHER THINGS, INCREASES IN NET REVENUES AND BROADCAST CASH FLOW (AS DEFINED) AND
REDUCTIONS IN OPERATING EXPENSES, INVOLVE RISKS AND UNCERTAINTIES, AND ARE
SUBJECT TO CHANGE BASED ON VARIOUS IMPORTANT FACTORS, INCLUDING THE IMPACT OF
CHANGES IN NATIONAL AND REGIONAL ECONOMIES, SUCCESSFUL INTEGRATION OF ACQUIRED
TELEVISION STATIONS (INCLUDING ACHIEVEMENT OF SYNERGIES AND COST REDUCTIONS),
PRICING FLUCTUATIONS IN LOCAL AND NATIONAL ADVERTISING AND VOLATILITY IN
PROGRAMMING COSTS.
INTRODUCTION
The operating revenues of the Company's stations are derived primarily
from advertising revenues and, to a much lesser extent, from compensation paid
by the networks to the stations for broadcasting network programming 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
8
<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 quarters
ended March 31, 1997 and 1998:
<TABLE>
<CAPTION>
Quarter Ended March 31,
-------------------------
1997 1998
------------------------
(in thousands)
<S> <C> <C>
Operating income............................................................. $ 10,038 $ 8,615
Add:
Amortization of program license rights.................................. 10,448 10,364
Depreciation and amortization........................................... 12,140 12,550
Corporate overhead...................................................... 1,535 2,045
Merger related costs.................................................... - 1,444
Non-cash compensation................................................... 240 296
Less:
Payments for program license liabilities................................ (10,667) (10,500)
---------------------------------
Broadcast cash flow.......................................................... $ 23,734 $ 24,814
=================================
</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>
Quarter Ended March 31,
------------------------------------------
1997 1998
------------------- ------------------
Amount % Amount %
--------- ----- -------- -----
(in thousands)
<S> <C> <C> <C> <C>
Revenues
Local....................................... $ 46,065 64.1 $47,678 64.0
National.................................... 20,947 29.2 21,026 28.2
Network..................................... 3,120 4.3 3,075 4.1
Political................................... 396 0.6 984 1.3
Production/Other............................ 1,283 1.8 1,738 2.4
--------- ----- ------- -----
Total............................... 71,811 100.0 74,501 100.0
</TABLE>
9
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Commissions/(1)/............................... ( 10,532) (14.7) (9,920) (13.3)
------ -----
Net Revenue.................................... $ 61,279 85.3 $64,581 86.7
========= ===== ====== =====
</TABLE>
/(1)/ National representation commissions for the quarter ended March 31, 1998
have been eliminated for consolidation purposes relating to the AYI merger.
RESULTS OF OPERATIONS
Quarter Ended March 31, 1998 Compared to Quarter Ended March 31, 1997
The following historical financial information for the quarter ended March 31,
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 quarter
ended March 31, 1997 do not include Adam Young Inc. as the results of Adam Young
Inc. were not deemed to be material.
Net revenues for the quarter ended March 31, 1998 were $64.6 million, an
increase of $3.3 million, or 5.4%, compared to $61.3 million for the quarter
ended March 31, 1997. Improvement in various local market economies led to an
increase in the Company's gross local revenue of 3.5%, while gross national was
slightly up for 1998 compared to the same quarter in 1997. Political revenue for
the quarter ended March 31, 1998 was $1.0 million, an increase of $588,000 from
the quarter ended March 31, 1997.
Operating expenses, including selling, general and administrative expenses,
for the quarter ended March 31, 1998 were $29.3 million, compared to $26.9
million for the quarter ended March 31, 1997, an increase of $2.4 million, or
8.9%, with Adam Young Inc. accounting for approximately $1.4 million of such
increase.
The Company recorded $1.4 million of merger related costs for the quarter
ended March 31, 1998. Merger related costs consisted primarily of fees for
investment bankers, attorneys and accountants, and expenses related to severance
agreements, the closure of one office and exit costs.
Amortization of program license rights for the quarter ended March 31, 1998
was $10.4 million, compared to $10.5 million for the quarter ended March 31,
1997, a decrease of $84,000.
Depreciation of property and equipment and amortization of intangible assets
was $12.5 million, compared to $12.1 million for the same quarter in 1997, an
increase of $410,000, or 3.4%. The increase is primarily attributable to the
capital purchases during the second half of 1997.
The Company made payments for program license liabilities of $10.5 million
during the quarter ended March 31, 1998, compared to $10.7 million for the
quarter ended March 31, 1997, a decrease of $167,000.
Corporate overhead for the quarter ended March 31, 1998 was $2.0 million,
compared to $1.5 million for the comparable period in 1997, an increase of
$510,000, or 33.2%. This increase
10
<PAGE>
was the result of additional personnel, administrative costs and incentive
compensation programs in 1998.
Non-cash compensation was $296,000 for the quarter ended March 31, 1998,
compared to $240,000 for the comparable period in 1997. These amounts
represented non-cash charges for an employer-matching stock plan (the "Plan")
established January 1, 1997, included in the Company's 401(k) plan. The increase
is the result of increased employee participation in the Plan.
Interest income for the quarter ended March 31, 1998 was $51,000, compared to
$103,000 for the same period in 1997, a decrease of $52,000. This decrease is
primarily attributable to the lower cash levels resulting from the use of cash
and cash equivalents to pay down amounts under the Company's senior credit
facility (the "Senior Credit Facility").
Interest expense for the quarter ended March 31, 1998 was $15.8 million,
compared with $15.6 million for the comparable period in 1997, an increase of
$193,000, or 1.2%.
As a result of the factors discussed above, the net loss for the Company was
$7.3 million for the quarter ended March 31, 1998, compared with a net loss of
$5.6 million for the same period in 1997.
Broadcast cash flow for the quarter ended March 31, 1998 was $24.8 million,
compared with $23.7 million for the quarter ended March 31, 1997, an increase of
$1.1 million, or 4.6%. As a result, the broadcast cash flow margin (broadcast
cash flow divided by net revenues) for the quarters ended March 31, 1998 and
1997 was 38% and 39%, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operations for the three months ended March 31, 1998 was
$13.4 million as compared to cash provided by operations of $6.7 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 revenues, collection
of accounts receivable and a reduction of accounts payable during the three
months ended March 31, 1998 as compared to the three months ended March 31,
1997.
The Company used cash in investing activities for the three months ended March
31, 1998 and 1997 of $296,000 and $1.1 million, respectively. The decrease in
1998 was primarily attributable to the reduced spending for property and
equipment.
Cash used in financing activities for the quarter ended March 31, 1998 and
1997 was $10.4 million and $10.5 million, respectively. Financing activities for
the three months ended March 31, 1998 and 1997 include principal payments under
the Senior Credit Facility of $10.3 million and $10.0 million, respectively.
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 its Senior Credit Facility.
11
<PAGE>
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 March 31, 1998, there was $72.0
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.
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
12
<PAGE>
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.
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 $185.0 million of net operating loss ("NOL") carryforwards which
were subject to annual limitations imposed by Internal Revenue Code Section 382.
13
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Exhibit
Number Exhibit Description
- ------ -------------------
11 Statement Re Computation of Per Share Earnings.
27 Financial Data Schedule
(b) Reports on Form 8-K. The Company filed no reports on Form 8-K during the
first quarter of the year ending December 31, 1998.
14
<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: May 8, 1998 By: /s/ Vincent J. Young
---------------------
Vincent J. Young
Chairman
Date: May 8, 1998 By: /s/ James A. Morgan
--------------------
James A. Morgan
Executive Vice President and
Chief Financial Officer
(principal financial officer)
15
<PAGE>
EXHIBIT 11
YOUNG BROADCASTING INC. AND SUBSIDIARIES
RE COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------
MARCH 31, MARCH 31,
1997 1998
------------------- -------------------
<S> <C> <C>
SHARES OF COMMON STOCK OUTSTANDING
FOR THE ENTIRE PERIOD-BASIC................................... 14,230,357 13,847,844
ISSUANCE OF 526,757 SHARES OF COMMON STOCK FOR
THE MERGER OF ADAM YOUNG INC. IN 1998........................ - 316,054
RETIREMENT OF 50,450 SHARES OF COMMON STOCK FOR
THE MERGER OF ADAM YOUNG INC. IN 1998....................... - (30,270)
ISSUANCE OF 3,500 SHARES OF COMMON STOCK UPON
EXERCISE OF OPTIONS IN 1998................................. - 2,100
ISSUANCE OF 28,481 AND 3,334 SHARES OF COMMON
STOCK TO THE COMPANY'S DEFINED CONTRIBUTION
PLAN........................................................ 25,316 2,741
------------------- -------------------
WEIGHTED AVERAGE SHARES OF COMMON
STOCK OUTSTANDING-BASIC.................................... 14,255,673 14,138,469
------------------- -------------------
NET LOSS.......................................................... $(5,566,042) $(7,334,676)
NET LOSS PER COMMON SHARE-BASIC
NET LOSS................................................... $ (0.39) $ (0.52)
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 4,335
<SECURITIES> 0
<RECEIVABLES> 49,979
<ALLOWANCES> 2,047
<INVENTORY> 0
<CURRENT-ASSETS> 73,647
<PP&E> 212,380
<DEPRECIATION> 105,116
<TOTAL-ASSETS> 820,708
<CURRENT-LIABILITIES> 51,511
<BONDS> 570,000
0
0
<COMMON> 14
<OTHER-SE> 53,904
<TOTAL-LIABILITY-AND-EQUITY> 820,708
<SALES> 0
<TOTAL-REVENUES> 64,581
<CGS> 0
<TOTAL-COSTS> 55,966
<OTHER-EXPENSES> 251
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,699
<INCOME-PRETAX> (7,335)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,335)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,335)
<EPS-PRIMARY> (.52)
<EPS-DILUTED> (.52)
</TABLE>
