LIN TELEVISION CORP
8-K, 1997-02-10
TELEVISION BROADCASTING STATIONS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of Earliest Event Reported):    January 28, 1997
                                                     ----------------


                           LIN Television Corporation
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)



                                    Delaware
                 ----------------------------------------------
                 (State or Other Jurisdiction of Incorporation)



       0-25206                                    13-3581627
- ------------------------                    ------------------------------------
(Commission File Number)                    (I.R.S. Employer Identification No.)



Four Richmond Square, Suite 200
Providence Rhode Island                                          01720
- ----------------------------------------                       ----------
(Address of Principal Executive Offices)                       (Zip Code)



                                 (401) 454-2880
              ---------------------------------------------------- 
              (Registrant's Telephone Number, Including Area Code)



                                 Not Applicable
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)










<PAGE>   2



ITEM 5.  OTHER EVENTS
         ------------
 
     On January 28, 1997, LIN Television Corporation (the "Company") issued a
press release reporting on its financial results for the three month and twelve
months periods ended December 31, 1996.

     The press release contains forward-looking statements that involve a number
of risks and uncertainties, including references to expectations for revenues,
market share and broadcast cash flow for periods after December 31, 1996. There
are a number of factors that could cause the Company's actual results to differ
materially from those forecast or projected in such forward-looking statements.
These factors include the Company's outstanding indebtedness and substantial
leverage, the restrictions imposed by the terms of the Company's indebtedness,
the impact of significant competition from both over-the air broadcast stations
and programming alternatives such as cable television, wireless cable, in home
satellite distribution service and pay-per-view and home video and entertainment
services, the impact of new technologies and changes in FCC regulations and
those set forth under the caption "Certain Factors That May Affect Future
Results" in the Company's Annual Report on Form 10-K for the period ended
December 31, 1995. Readers are cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date hereof. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.




<PAGE>   3




ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
         ---------------------------------

         (a)      Financial Statements of Business Acquired.
                  -----------------------------------------
                  Not applicable.

         (b)      Pro Forma Financial Information.
                  -------------------------------

                  Not applicable.

         (c)      Exhibits.
                  --------

                  99.1              Press Release dated January 28, 1997





<PAGE>   4



                                    SIGNATURE


     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 hereunto duly authorized.

Date: February 10, 1997              LIN Television Corporation
                                    (Registrant)



                                    /s/ Peter E. Maloney
                                    ------------------------------
                                    By:  Peter E. Maloney
                                         Vice President of Tax



<PAGE>   5




                                INDEX TO EXHIBITS


Exhibit
Number                                                                  Page No.
- ------                                                                  --------
99.1              Press Release dated January 28, 1997







<PAGE>   1
                                                                    EXHIBIT 99.1

                           [LIN Television Letterhead]

                                       LIN
                                   TELEVISION

                     NEWS FROM LIN TELEVISION CORPORATION...

FOR IMMEDIATE RELEASE

                      LIN TELEVISION REPORTS RECORD RESULTS
                      -------------------------------------
            BROADCAST CASH FLOW INCREASES 28% FOR THE FOURTH QUARTER

Providence, RI -- January 28, 1997--LIN Television Corporation (NASDAQ:LNTV)
today reported record levels of net revenue and broadcast cash flow for the
fourth quarter and year ended December 31, 1996. The strong growth resulted
primarily from the performance of its core businesses.

Fourth quarter net revenues of $71.5 million increased 11.8% compared to $63.9
million in the fourth quarter of 1995. Broadcast cash flow grew to $39.7 million
in the fourth quarter, up 27.8% from $31.1 million in the prior year's quarter.
Both the current and prior period include the same group of stations. The
consolidated broadcast cash flow margin for the fourth quarter was 56%.

Gary Chapman, President and Chief Executive Officer commented: "1996 was a
spectacular year for LIN Television. The company was ideally positioned to
benefit from the lucrative 1996 advertising market which included the Super
Bowl, the Summer Olympics on NBC, and a high volume of political advertising.
Our LMAs turned profitable in the third quarter of this year and are expected to
remain profitable going forward. These events, as well as the addition of the
Texas Rangers to the Company's Texas line-up, have helped the LIN stations
attract record audience levels in 1996 and have positioned the company well for
a strong 1997. LIN achieved a 48% consolidated broadcast cash flow margin for
the year."

"The outlook for 1997 is promising for LIN Television. Overall, we expect
advertising revenues for the year to increase in the single-digit range with the
first quarter coming in fairly flat. We acknowledge that the non-recurring
events in 1996 will present challenging comparisons for many broadcasters. LIN,
however, is particularly well positioned for growth. Our markets in Dallas,
Austin, Hartford and Norfolk should experience gains in revenue, market share
and broadcast cash flow as our LMA stations in those markets become more
profitable. 1997 looks good for these stations now that the Texas Rangers are
firmly established on the LIN stations and the new towers in Hartford and
Norfolk have been completed. Overall, the


<PAGE>   2



outlook for all our markets and LMAs continues to be bright as we maintain our
focus on local news, public affairs and community service."

The Company also announced that 1996 net revenues for the full year increased
25.8% to $273.4 million from $217.2 million in 1995. Similarly, broadcast cash
flow for 1996 increased 22.2% to $130.4 million from $106.7 million in 1995. On
a pro forma basis, including WIVB for all of 1995, net revenues increased 17.1%
from $233.5 million and broadcast cash flow improved 15.4% from $113.0 million.

Net income for the year equaled $46.5 million, or $1.54 per common share,
compared to net income of $38.0 million and EPS of $1.28 for the prior year. For
the fourth quarter, LIN reported net income of $16.9 million, or $0.56 per
share, compared to $13.6 million, or $0.46 per share, in the prior year's
period. The growth in net income during the year resulted from improved
operating performance fueled by incremental political revenues of approximately
$6.5 million and incremental Olympic revenues of $4.5 million.

The affiliate group of owned stations performed very well in 1996. Pro forma net
revenue increased 12.5% over pro forma 1995 and pro forma broadcast cash flow
improved 17.7% to $133.7 million. The broadcast cash flow margin for the
affiliate group for the year improved as well, increasing from 52% in 1995 to
54% in 1996. Losses from the LMAs totaled approximately $3.3 million for the
year.

LIN estimates that, excluding political revenues, net revenue for the year would
have increased 22.6%. Fourth quarter non-political net revenue was 4.3% higher
than the prior year's period.

LIN Television Corporation owns and operates eight network-affiliated television
stations and has entered into Local Marketing Agreements with stations in four
of its eight markets. LIN's O&Os and LMAs include:

<TABLE>

<CAPTION>
           Market            Station                DMA           Channel         Network            LMA
           ------            -------                ---           -------         -------            ----
<S>                          <C>                    <C>             <C>            <C>            <C>   
Dallas-Fort Worth            KXAS                   #8               5             NBC            KXTX/39/Ind
Indianapolis                 WISH                   #25              8             CBS
New Haven-Hartford           WTNH                   #27              8             ABC            WBNB/59/WB
Buffalo                      WIVB                   #39              4             CBS
Norfolk-Portsmouth           WAVY                   #40             10             NBC            WVBT/43/WB-
                                                                                                  FOX
Austin                       KXAN                   #63             36             NBC            KNVA/54/WB
Decatur                      WAND                   #82             17             ABC
Fort Wayne                   WANE                   #103            15             CBS



</TABLE>
<PAGE>   3


AT&T Wireless Services, Inc., a wholly owned subsidiary of AT&T Corp. owns
approximately 45% of LIN.

For further information contact:

         LIN TELEVISION CORPORATION                THE ABERNATHY MACGREGOR GROUP
         Deborah R. Jacobson                       Rob Lerner
         Vice President of Corporate               (212) 371-5999
           Development & Treasurer
         (401) 457-9403


<PAGE>   4
                           LIN TELEVISION CORPORATION

<TABLE>
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)


<CAPTION>
                                                               Three Months Ended             Twelve Months Ended    
                                                                    December 31,                   December 31,
                                                              ----------------------            ----------------
                                                                1996            1995            1996           1995
                                                                ----            ----            ----           ----
                                                                     (unaudited)
<S>                                                             <C>            <C>            <C>            <C>     
Net revenues..............................................      $71,472        $63,903        $273,367       $217,247
Operating costs and expenses:
   Direct operating.......................................       14,658         13,941          68,954         49,342
   Selling, general and
     administrative.......................................       14,136         13,023          59,974         47,646
   Corporate..............................................        1,769          1,359           6,998          5,747
   Amortization of program rights.........................        3,562          3,866          14,464         12,357
   Depreciation and amortization of
     intangible assets....................................        4,829          4,701          23,817         17,127
                                                                -------        -------        --------       --------
Total operating costs and expenses........................       38,954         36,890         174,207        132,219
                                                                -------        -------        --------       --------
Operating income..........................................       32,518         27,013          99,160         85,028
Other (income) expense:
   Interest expense.......................................        6,006          7,178          26,582         26,262
   Investment income......................................         (413)          (224)         (1,354)        (1,258)
   Other expense..........................................            -              -               -            320
   Equity in loss of joint venture........................          362              -             995              -
                                                                -------        -------        --------       --------
Total other expense.......................................        5,955          6,954          26,223         25,324
                                                                -------        -------        --------       --------
Income before provision for income taxes..................       26,563         20,059          72,937         59,704
Provision for income taxes................................        9,640          6,411          26,476         21,674
                                                                -------        -------        --------       --------
Net Income................................................      $16,923        $13,648         $46,481        $38,030
                                                                =======        =======         =======        =======
Per share amounts:
Net Income................................................      $  0.56        $  0.46       $    1.54       $   1.28
                                                                =======        =======       =========       ========
Weighted average shares outstanding.......................       30,345         29,736          30,120         29,757
                                                                =======        =======        ========        =======

</TABLE>







<PAGE>   5
                           LIN TELEVISION CORPORATION

                           SUPPLEMENTAL FINANCIAL DATA
                 CONSOLIDATED STATEMENTS OF BROADCAST CASH FLOW
                                 (in thousands)
                                   (Unaudited)

<TABLE>

<CAPTION>
                                                                Three Months Ended              Twelve Months Ended
                                                                    December 31,                    December 31,
                                                                 ----------------------          ----------------
                                                                  1996            1995            1996           1995
                                                                  ----            ----            ----           ----
                                                                       (unaudited)
<S>                                                                <C>            <C>            <C>            <C>     
Net revenues..............................................         $71,472        $63,903        $273,367       $217,247
                                                                   -------        -------        --------       --------
Operating income..........................................          32,518         27,013          99,160         85,028
Plus:
   Corporate expenses.....................................           1,769          1,359           6,998          5,747
   Depreciation and amortization of
     intangible assets....................................           4,829          4,701          23,817         17,127
   Non-cash pension expense...............................             390          (128)           1,496            801
   Amortization of program rights.........................           3,562          3,866          14,464         12,357
Less:
   Program payments.......................................           3,355          5,730          15,536         14,311
                                                                   -------        -------        --------       --------
Broadcast cash flow.......................................         $39,713        $31,081        $130,399       $106,749
                                                                   -------        -------        --------       --------
Broadcast cash flow as a percentage of
   net revenues...........................................             56%            49%             48%            49%
Other Data:
  Debt outstanding                                                 350,000
  Cash and cash equivalents                                         27,952

Note:    "Broadcast cash flow", which is commonly used as a measure of performance for broadcast
         companies, is defined as operating income plus corporate expenses, depreciation and
         amortization, including both tangible and intangible assets and program rights and other non-
         cash items, less cash payments for program rights.  Cash program payments represent cash
         payments for current program payables, and do not necessarily correspond to program usage.
         Broadcast cash flow does not purport to represent cash provided by operating activities as
         reflected in the Company's consolidated statements of cash flow, 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.

</TABLE>






<PAGE>   6
                           LIN TELEVISION CORPORATION
                                        
                          SUPPLEMENTAL FINANCIAL DATA
    PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS AND BROADCAST CASH FLOW
           INCLUDES RESULTS OF OPERATIONS FOR WIVB-TV FOR ALL OF 1995

                                 (In thousands)
                                  (Unaudited)

<TABLE>



<CAPTION>
                                           12 Months
                                             Ended             Fourth          Third          Second        First         Fourth
                                          December 31,        Quarter         Quarter        Quarter        Quarter       Quarter
                                              1996              1996           1996            1996          1996          1995
                                             ------            ------         ------          ------        ------         -----
<S>                                          <C>               <C>           <C>              <C>            <C>          <C>    
Net revenues..............................   $273,367          $71,472       $68,780          $75,576        $57,539      $63,963
Operating costs and expenses:
   Direct operating expenses..............     68,954           14,658        19,635           19,830         14,831       13,947
   S, G & A...............................     59,974           14,136        14,990           15,924         14,924       13,030
   Corporate..............................      6,998            1,769         1,921            1,663          1,645        1,359
   Amortization of program rights.........     14,464            3,562         3,492            3,559          3,851        3,867
   Depreciation and amortization
     of intangible assets..................    23,817            4,829         6,364            6,326          6,298        4,701
                                             --------          -------       -------          -------        -------      -------
Total operating expenses..................    174,207           38,954        46,402           47,302         41,549       36,904
                                             --------          -------       -------          -------        -------      -------
Operating income..........................   $ 99,160          $32,518       $22,378          $28,274        $15,990      $27,059
Broadcast cash flow.......................   $130,399          $39,713       $31,176          $36,126        $23,384      $31,128
                                             ========          =======       =======          =======        =======      =======
Broadcast cash flow as a percentage
  of net revenues...........................      48%              56%           45%              48%            41%          49%




</TABLE>








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