<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:
March 31, 1999 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, 1999:
11,254,733 shares of Class A Common Stock, and 2,383,447 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, 1998 and March 31, 1999..............................2
Consolidated Statements of Operations for the
Three Months Ended March 31, 1998 and 1999........................3
Consolidated Statements of Stockholders' Equity
for the Three Months Ended March 31, 1999.........................4
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1998 and 1999........................5
Notes to Consolidated Financial Statements........................6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.....................7
Item 3. Quantitative and Qualitative Disclosure
About Market Risk................................................13
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,
1998* 1999
----------------------------------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 663,298 $ 632,131
Trade accounts receivable, less allowance for doubtful accounts of
$2,012,000 in 1998 and $1,624,000 in 1999 53,835,994 53,653,544
Current portion of program license rights 15,250,015 12,568,216
Prepaid expenses 11,375,957 10,512,875
----------------------------------
Total current assets 81,125,264 77,366,766
----------------------------------
Property and equipment, less accumulated depreciation and amortization of
$122,757,235 in 1998 and $128,432,278 in 1999 96,736,970 91,600,504
Program license rights, excluding current portion 1,987,123 2,095,096
Deposits and other assets 28,213,931 28,476,754
Broadcasting licenses and other intangibles, less accumulated amortization of
$118,831,102 in 1998 and $123,977,189 in 1999 604,576,679 599,430,939
Deferred charges less accumulated amortization of $10,508,840 in 1998 and
$11,327,286 in 1999 13,027,559 12,209,114
----------------------------------
Total Assets $ 825,667,526 $ 811,179,173
==================================
Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable $ 14,571,552 $ 19,002,337
Accrued expenses 19,948,169 19,801,285
Current installments of program license liability 12,412,040 10,975,223
Current installments of long-term debt 914,171 940,943
Current installments of obligations under capital leases 491,666 497,880
----------------------------------
Total current liabilities 48,337,598 51,217,668
Program license liability, excluding current installments 2,196,256 2,044,806
Long-term debt, excluding current installments 655,000,000 652,145,000
Deferred taxes and other liabilities 73,268,546 73,832,103
----------------------------------
Total liabilities 778,802,400 779,239,577
----------------------------------
Stockholders' equity:
Class A Common Stock, $.001 par value. Authorized 20,000,000 shares; issued and
outstanding 11,401,823 shares at 1998 and 11,247,920 at 1999 11,402 11,248
Class B Common Stock, $.001 par value. Authorized 20,000,000 shares; issued and
outstanding 2,408,447 shares at 1998 and 2,383,447 at 1999 2,408 2,383
Additional paid-in capital 205,523,080 198,340,625
Accumulated deficit (158,671,764) (166,414,660)
----------------------------------
Total stockholders' equity 46,865,126 31,939,596
----------------------------------
Total liabilities and stockholders' equity $ 825,667,526 $ 811,179,173
==================================
</TABLE>
*Derived from the audited financial statements for the year ended December 31,
1998
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,
1998 1999
-------------------------------
<S> <C> <C>
Net operating revenue $ 64,581,421 $ 63,246,731
-------------------------------
Operating expenses 16,494,557 15,942,019
Amortization of program license rights 10,364,467 12,196,918
Selling, general and administrative expenses 12,772,581 12,667,354
Depreciation and amortization 12,549,660 11,874,681
Corporate overhead 2,044,606 2,062,707
Non-cash compensation 295,758 310,817
Merger related costs 1,444,588 -
-------------------------------
Operating income 8,615,204 8,192,235
-------------------------------
Interest income 50,672 26,838
Interest expense (15,749,585) (15,673,596)
Other expense, net (250,967) (288,373)
-------------------------------
(15,949,880) (15,935,131)
-------------------------------
Net loss $ (7,334,676) $ (7,742,896)
===============================
Net loss per common share-basic $(0.52) $(0.56)
===============================
Weighted average shares-basic 14,138,469 13,746,338
===============================
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
Young Broadcasting Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Additional Total
--------------------- Paid-In Accumulated Stockholders'
Class A Class B Capital Deficit Equity
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1998..................... $11,402 $2,408 $205,523,080 $(158,671,764) $46,865,126
Contribution of shares into Company's
Defined contribution plan....................... 4 - 268,307 - 268,311
Conversion of Class B Common Stock
to Class A Common Stock......................... 25 (25) - - -
Exercise of stock options........................ 4 - 92,182 - 92,186
Repurchase and retirement of Class A Common
Stock........................................... (187) - (7,542,944) - (7,543,131)
Net loss for the three months ended March 31,
1999............................................ - - - (7,742,896) (7,742,896)
--------------------------------------------------------------------------
Balance at March 31, 1999........................ $11,248 $2,383 $198,340,625 $(166,414,660) $31,939,596
==========================================================================
</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,
1998 1999
---------------------------------
<S> <C> <C>
Operating activities
Net loss $ (7,334,676) $ (7,742,896)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization of property and equipment 6,063,294 5,910,148
Amortization of program license rights 10,364,467 12,196,918
Amortization of broadcasting licenses, other intangibles and deferred
charges 6,486,366 5,964,533
Non-cash compensation 295,758 310,817
Non-cash interest expense on outstanding indebtedness 50,512 26,772
Loss on disposal of fixed assets 126,386 4,370
Payments on programming license liabilities (10,500,240) (12,140,397)
Decrease in trade accounts receivable 11,372,095 713,342
(Increase) decrease in prepaid expenses (936,135) 929,046
(Decrease) increase in trade accounts payable (3,056,160) 5,315,827
Increase (decrease) in accrued expenses 427,665 (189,390)
---------------------------------
Net cash provided by operating activities 13,359,332 11,299,090
---------------------------------
Investing activities
Capital expenditures (176,822) (734,404)
Decrease (increase) in deposits and other assets 148,486 (262,823)
Increase in broadcast licenses and other intangibles (267,531) -
---------------------------------
Net cash used in investing activities (295,867) (997,227)
---------------------------------
Financing activities
Principal payments on long-term debt (10,260,000) (4,000,000)
Borrowings from working capital facility - 1,145,000
Deferred acquisition and debt refinancing costs incurred (52,370) -
Proceeds from exercise of options 120,124 92,186
Repurchase of Class A Common Stock - (7,543,131)
Principal payments under capital lease obligations (188,194) (27,085)
---------------------------------
Net cash used in financing activities (10,380,440) (10,333,030)
---------------------------------
Net increase (decrease) in cash and cash equivalents 2,683,025 (31,167)
Cash and cash equivalents at beginning of year 1,652,428 663,298
---------------------------------
Cash and cash equivalents at March 31 $ 4,335,453 $ 632,131
=================================
Supplemental disclosure of cash flow information
Interest paid $ 13,785,070 $ 13,710,067
</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.
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. Recent Pronouncements
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("FAS
130"), which is effective for years beginning after December 31, 1997. The
Company adopted FAS 130 in 1998, which had no effect on the Company's
consolidated financial statements.
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, 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. ("AYI"), a national advertising
sales representative which was merged with the Company in 1998. 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.
The Company defines "broadcast cash flow" 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 payments for program license
liabilities. Other television broadcasting companies may measure broadcast cash
7
<PAGE>
flow in a different manner. 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, 1998 and 1999:
<TABLE>
<CAPTION>
Quarter Ended March 31,
-------------------------
1998 1999
---- ----
(in thousands)
<S> <C> <C>
Operating income.................................................................. $ 8,615 $ 8,192
Add:
Amortization of program license rights....................................... 10,364 12,196
Depreciation and amortization................................................ 12,550 11,875
Corporate overhead........................................................... 2,045 2,063
Merger related costs......................................................... 1,444 -
Non-cash compensation........................................................ 296 311
Less:
Payments for program license liabilities..................................... (10,500) (12,140)
-------------------------
Broadcast cash flow............................................................... $ 24,814 $ 22,497
=========================
</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,
-----------------------
1998 1999
---- ----
Amount % Amount %
------ - ------ -
(in thousands)
<S> <C> <C> <C> <C>
Revenues
Local............................................. $47,678 64.0 $ 48,497 65.9
National.......................................... 21,026 28.2 19,973 27.1
Network........................................... 3,075 4.1 3,235 4.4
Political......................................... 984 1.3 137 0.2
Production/Other.................................. 1,738 2.4 1,748 2.4
------- ----- -------- -----
Total..................................... 74,501 100.0 73,590 100.0
Commissions.......................................... (9,920) (13.3) (10,343) (14.1)
------- ----- -------- -----
Net Revenue.......................................... $64,581 86.7 $ 63,247 85.9
======= ===== ======== =====
</TABLE>
8
<PAGE>
Results of Operations
Quarter Ended March 31, 1999 Compared to Quarter Ended March 31, 1998
Net revenues for the quarter ended March 31, 1999 were $63.3 million, a
decrease of $1.3 million, or 2.0%, compared to $64.6 million for the quarter
ended March 31, 1998. Improvement in various local market economies led to an
increase in the Company's gross local revenue of 1.7%, while gross national
decreased 5.0% for 1999 compared to the same quarter in 1998. Political revenue
for the quarter ended March 31, 1999 was $137,000, a decrease of $847,000 from
the quarter ended March 31, 1998.
Operating expenses, including selling, general and administrative expenses,
for the quarter ended March 31, 1999 were $28.6 million, compared to $29.3
million for the quarter ended March 31, 1998, a decrease of $658,000, or 2.2%.
On February 5, 1998, the Company entered into an Agreement and Plan of Merger
with Adam Young Inc. ("AYI"), pursuant to which AYI was merged with and into a
wholly-owned subsidiary of the Company. In connection with the merger, 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, 1999
was $12.2 million, compared to $10.4 million for the quarter ended March 31,
1998, an increase of $1.8 million. The new Lakers contract entered into in the
third quarter of 1998 accounted for $1.5 million of such increase.
Depreciation of property and equipment and amortization of intangible assets
was $11.9 million, compared to $12.5 million for the same quarter in 1998, a
decrease of $675,000, or 5.3%.
The Company made payments for program license liabilities of $12.1 million
during the quarter ended March 31, 1999, compared to $10.5 million for the
quarter ended March 31, 1998, an increase of $1.6 million, with the new Lakers
contract accounting for $1.5 million of such increase.
Corporate overhead for the quarter ended March 31, 1999 was $2.1 million,
compared to $2.0 million for the comparable period in 1998, an increase of
$18,000, or 0.9%.
Non-cash compensation was $311,000 for the quarter ended March 31, 1999,
compared to $296,000 for the comparable period in 1998. These amounts
represented non-cash charges for an employer-matching stock plan (the "Plan")
established January 1, 1998, 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, 1999 was $27,000, compared to
$51,000 for the same period in 1998, a decrease of $24,000. 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").
9
<PAGE>
Interest expense for the quarter ended March 31, 1999 was $15.7 million,
compared with $15.8 million for the comparable period in 1998, a decrease of
$76,000, or 0.5%.
As a result of the factors discussed above, the net loss for the Company was
$7.7 million for the quarter ended March 31, 1999, compared with a net loss of
$7.3 million for the same period in 1998.
Broadcast cash flow for the quarter ended March 31, 1999 was $22.5 million,
compared with $24.8 million for the quarter ended March 31, 1998, a decrease of
$2.3 million, or 9.2%. As a result, the broadcast cash flow margin (broadcast
cash flow divided by net revenues) for the quarters ended March 31, 1999 and
1998 was 36% and 38%, respectively.
Liquidity and Capital Resources
Cash provided by operations for the three months ended March 31, 1999 was
$11.3 million as compared to cash provided by operations of $13.4 million for
the same period in 1998. Changes in the Company's net cash flows from operating
activities are primarily the result of a reduction in net revenues, improvement
in collection of accounts receivable and an increase of accounts payable during
the three months ended March 31, 1999 as compared to the three months ended
March 31, 1998.
The Company used cash in investing activities for the three months ended March
31, 1999 and 1998 of $1.0 million and $296,000, respectively. The increase in
1999 was primarily attributable to the increased spending for property and
equipment.
Cash used in financing activities for the quarter ended March 31, 1999 and
1998 was $10.3 million and $10.4 million, respectively. Financing activities for
the three months ended March 31, 1999 and 1998 include principal payments under
the Senior Credit Facility of $4.0 million and $10.3 million, respectively. In
addition, on February 26, 1999, the Company repurchased 187,000 shares of Class
A Common Stock for $7.5 million.
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.
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, 1999, there was $82.1
million outstanding under the Senior Credit Facility.
Impact of the Year 2000
State of Readiness
The Company is evaluating the impact of the Year 2000 problem on its business
and its ability to deliver its product to its viewers. The Year 2000 problem is
the result of computer programs being written using two digits (rather than
four) to define the applicable year. Various
10
<PAGE>
computer programs that have time- sensitive software may recognize a date using
"00" as the Year 1900 rather than the Year 2000, which could result in
miscalculations or system failures.
The evaluation includes a review of its Year 2000 preparedness relative to its
products and systems, accounting software and computer hardware. The Company is
also evaluating the potential Year 2000 impact as a result of its reliance on
third parties that may have the Year 2000 problem embedded in software and
hardware.
The Company has developed a plan to assess and handle the Year 2000 problem.
The plan is as follows:
1. Inventorying and assessing the impact on affected technology and systems;
2. Developing solutions for affected technology and systems;
3. Modifying or replacing affected technology and systems;
4. Testing and verifying solutions; and
5. Developing contingency plans.
As of April 30, 1999, Item 1 of the Company's Year 2000 Plan has been
completed, with no major issues being identified. Item 2 has been substantially
completed with an estimated completion date of June 1999. Item 3 was partially
completed as of April 30, 1999, and is estimated to be completed by July 1999.
Item 4 has been started and is estimated to be completed by August 1999.
Contingency plans (Item 5) are not in place at the present time, however, the
Company anticipates them to be completed by August 1999. Such plans will
continue to be monitored into the year 2000.
Costs
Costs incurred to date directly related to addressing the Year 2000 problem
have not been material. Since the Company is not utilizing outside consulting
firms and is utilizing the employment resources within the Company to address
the Year 2000 problem, the Company believes that it will not incur material
costs in connection with becoming Year 2000 compliant. However, the total costs
cannot be known with certainty until the Year 2000 actually arrives.
Risks
All of the Company's computer software is purchased or leased from third party
vendors, and the Company does not currently employ or contract computer
programmers to write Company specific software. The Company has received
communications from its significant third party vendors and service providers
stating that they are generally on target to become Year 2000 compliant in 1999
if they have not already done so. There can be no assurance that these third
party vendors and service providers will complete their own Year 2000 compliant
projects in a timely manner and that failure to do so would not have an adverse
impact on the Company's business. If significant third party revenue sources,
such as a national advertising agency, experience a Year 2000 problem, the
Company could lose revenues for which there is no immediate replacement and
these losses could have a material adverse effect on the Company's business,
financial condition or results of operation.
The Company or a third party's failure to become Year 2000 ready, or its
inability to become compatible with third parties with which it has a material
relationship, may have a material adverse effect on the Company, including
significant signal interruption. However, the Company cannot currently estimate
the extent of any such adverse effects or any at all.
11
<PAGE>
System failures or miscalculations could result in an inability of the Company
to process commercial logs, remit invoices to advertisers, accept an agency's
order or provide viewers with its broadcasts. The Company plans to develop a
contingency plan to help reduce the impact of any unforeseen system failures
which may take place.
Contingency Plan
The Company will develop contingency plans to minimize the effect of any
potential Year 2000 related disruptions. Virtually all of its stations currently
have plans in effect for natural disasters in the event a station is not able to
broadcast in the usual manner. The Company will expand these plans to include
additional systems, software and equipment deemed to be critical to its
broadcasts and business operations. These plans are to be in place by August
1999.
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, 1998,
the Company had $209.0 million of net operating loss ("NOL") carryforwards which
were subject to annual limitations imposed by Internal Revenue Code Section 382.
12
<PAGE>
Item 3. Quantitative and Qualitative Disclosure About Market Risk
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("FAS 133"). FAS 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. The Company
is required to adopt the provisions of the standard during the first quarter of
2000. Because the Company does not use derivatives, the Company does not expect
that the adoption of the new standard will have a material impact on the results
of operations or financial condition.
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, 1999.
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 7, 1999 By: /s/ Vincent J. Young
---------------------
Vincent J. Young
Chairman
Date: May 7, 1999 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,
1998 1999
----------- -----------
<S> <C> <C>
SHARES OF COMMON STOCK OUTSTANDING
FOR THE ENTIRE PERIOD-BASIC....................................... 13,847,844 13,810,270
ISSUANCE OF 526,757 SHARES OF COMMON STOCK FOR
THE MERGER OF ADAM YOUNG INC. IN 1999............................. 316,054 -
RETIREMENT OF 50,450 SHARES OF COMMON STOCK FOR
THE MERGER OF ADAM YOUNG INC. IN 1999............................. (30,270) -
REPURCHASE OF 187,000 SHARES OF COMMON STOCK
UNDER BUYBACK PROGRAM IN 1999..................................... - (68,567)
ISSUANCE OF 3,500 AND 4,363 SHARES OF COMMON
STOCK UPON EXERCISE OF OPTIONS ................................... 2,100 1,406
ISSUANCE OF 3,334 AND 3,734 SHARES OF COMMON
STOCK TO THE COMPANY'S DEFINED CONTRIBUTION
PLAN.............................................................. 2,741 3,278
----------- -----------
WEIGHTED AVERAGE SHARES OF COMMON
STOCK OUTSTANDING-BASIC........................................... 14,138,469 13,746,338
=========== ===========
NET LOSS................................................................ $(7,334,676) $(7,742,896)
=========== ===========
NET LOSS PER COMMON SHARE-BASIC
NET LOSS......................................................... $ (0.52) $ (0.56)
=========== ===========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
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0
0
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