<PAGE> 1
As filed with the Securities and Exchange Commission on August 8, 1997
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1997.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _________ to _________
Commission File Number: 0-25206
-------
LIN TELEVISION CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3581627
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
FOUR RICHMOND SQUARE, SUITE 200, PROVIDENCE, RI 02906
- ----------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(401) 454-2880
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports 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.
[X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at August 6, 1997
----- -----------------------------
Common Stock, $0.01 par value 29,782,664
<PAGE> 2
LIN TELEVISION CORPORATION
Form 10-Q
Table of Contents
Part I. Financial Information Page
----
Item 1. Financial Statements
Consolidated Balance Sheets 2
Consolidated Statements of Income 3
Consolidated Statements of Cash Flows 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition 7
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information - Contingent Matters 11
Item 6. Exhibits and Reports on Form 8-K 15
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
LIN Television Corporation
<TABLE>
Consolidated Balance Sheets
(Dollars in thousands)
<CAPTION>
June 30,
1997 December 31,
(unaudited) 1996
--------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 16,952 $ 27,952
Accounts receivable, less allowance for doubtful
accounts (1997 - $2.105; 1996 - $1,960) 62,793 52,666
Program rights 4,190 10,133
Other current assets 12,946 6,675
--------- ---------
Total current assets 96,881 97,426
Property and equipment, less accumulated depreciation 104,444 106,441
Program rights and other noncurrent assets 9,028 10,427
Equity in joint venture 390 505
Intangible assets, less accumulated amortization
(1997 - $65,125; 1996 - $59,348) 375,368 381,145
--------- ---------
Total assets $ 586,111 $ 595,944
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 9,140 $ 7,593
Program obligations 3,908 10,724
Accrued income taxes 2,096 2,518
Other accruals 25,713 20,023
--------- ---------
Total current liabilities 40,857 40,858
Long-term debt 315,000 350,000
Deferred income taxes 66,126 64,211
Other noncurrent liabilities 1,566 2,427
Stockholder's equity:
Preferred stock, $.01 par value:
Authorized shares - 15,000,000
Issued and outstanding shares - none - -
Common stock, $.01 par value:
Authorized shares - 90,000,000
Issued and outstanding shares - 29,782,000 (29,717,000 in 1996) 298 297
Treasury stock (187) -
Additional paid-in capital 278,685 276,997
Accumulated deficit (116,234) (138,846)
--------- ---------
Total stockholder's equity 162,562 138,448
--------- ---------
Total liabilities and stockholder's equity $ 586,111 $ 595,944
========= =========
</TABLE>
See accompanying notes.
The December 31, 1996 information was derived from the audited financial
statements at that date.
2
<PAGE> 4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
LIN TELEVISION CORPORATION
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -------------------------
1997 1996 1997 1996
------- ------- -------- --------
<S> <C> <C> <C> <C>
Net revenues $83,305 $75,576 $144,967 $133,115
Operating costs and expenses:
Direct operating 20,465 19,830 36,533 34,661
Selling, general and administrative 17,918 15,924 34,243 30,848
Corporate 1,852 1,663 3,550 3,308
Amortization of program rights 3,601 3,559 7,659 7,410
Depreciation and amortization of
intangible assets 6,304 6,326 12,700 12,624
Tower write-offs 2,697 - 2,697 -
------- ------- -------- --------
Total operating costs and expenses 52,837 47,302 97,382 88,851
------- ------- -------- --------
Operating income 30,468 28,274 47,585 44,264
Other (income) expense:
Interest expense 5,505 6,824 11,223 13,723
Investment income (300) (279) (687) (532)
Equity in loss of joint venture 462 - 865 -
------- ------- -------- --------
Total other expense 5,667 6,545 11,401 13,191
------- ------- -------- --------
Income before provision for income taxes 24,801 21,729 36,184 31,073
Provision for income taxes 9,251 7,888 13,497 11,280
------- ------- -------- --------
Net income $15,550 $13,841 $ 22,687 $ 19,793
======= ======= ======== ========
Net income per share $ 0.51 $ 0.46 $ 0.75 $ 0.66
======= ======= ======== ========
Weighted average shares outstanding 30,425 30,050 30,397 29,988
======= ======= ======== ========
</TABLE>
See accompanying notes.
3
<PAGE> 5
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
LIN TELEVISION CORPORATION
<TABLE>
Consolidated Statements of Cash Flows
(In thousand)
(unaudited)
<CAPTION>
Six Months Ended June 30,
-------------------------------
1997 1996
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 22,687 $ 19,793
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization (includes amortization
of financing costs) 13,150 13,150
Deferred income taxes 1,915 643
Net loss (gain) on disposition of assets 2,255 (258)
Amortization of program rights 7,659 7,410
Program payments (7,068) (8,747)
Equity in loss of joint venture 865 -
Changes in operating assets and liabilities:
Accounts receivable (10,127) (8,895)
Other assets (6,156) 620
Liabilities 5,324 1,807
-------- --------
Total adjustments 7,817 5,730
-------- --------
Net cash provided by operating activities 30,504 25,523
-------- --------
INVESTING ACTIVITIES:
Capital expenditures (10,307) (17,713)
Asset dispositions 3,126 612
Investment in joint venture (750) (500)
-------- --------
Net cash used in investing activities (7,931) (17,601)
-------- --------
FINANCING ACTIVITIES:
Proceeds from exercises of stock options and from
sale of Employee Stock Purchase Plan shares 2,023 3,478
Treasury stock purchases (596) -
Principal payments on long-term debt (35,000) -
-------- --------
Net cash (used in) provided by financing activities (33,573) 3,478
-------- --------
Net (decrease) increase in cash and cash equivalents (11,000) 11,400
-------- --------
Cash and cash equivalents at the beginning of the period 27,952 18,025
-------- --------
Cash and cash equivalents at the end of the period $ 16,952 $ 29,425
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
Interest $ 10,827 $ 13,549
Income taxes $ 15,263 9,217
</TABLE>
See accompanying notes.
4
<PAGE> 6
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
LIN TELEVISION CORPORATION
Notes to Consolidated Financial Statements
June 30, 1997
(unaudited)
Note 1 - Basis of Presentation
These financial statements have been prepared without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. These condensed
consolidated financial statements should be read in conjunction with the audited
financial statements and the notes thereto included in the Company's Form 10-K
for the year ended December 31, 1996.
The financial information included herein reflects all adjustments
(consisting of normal recurring adjustments) which are, in the opinion of
management, necessary to a fair presentation of the results for interim periods.
The results of operations for the three and six month periods ended June 30,
1997 are not necessarily indicative of the results to be expected for the full
year.
Note 2 - Impact of Recently Issued Accounting Standards
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings Per Share (Statement 128), which is required to be
adopted on December 31, 1997. At that time, the Company will be required to
change the method currently used to compute earnings per share and to restate
all prior periods. Under the new requirements for calculating primary earnings
per share, the dilutive effect of stock options will be excluded. The impact is
expected to result in an increase of $0.01 or less in primary earnings per share
for the three and six month periods ended June 30, 1997 and 1996. The impact of
Statement 128 on the calculation of fully diluted earnings per share for these
quarters is not expected to be material.
Note 3 - Net Income Per Share
Net income per share is calculated by dividing the income attributable
to common shares by the weighted average number of common shares outstanding
during each of the periods, computed under the treasury stock method. Net income
per share for the three and six month periods ending June 30, 1997 and 1996,
respectively, is computed as follows (amounts in thousands, except per share
data):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ------------------
1997 1996 1997 1996
------------------ ------------------
<S> <C> <C> <C> <C>
Primary:
Average shares outstanding 29,777 29,626 29,759 29,578
Net effect of dilutive stock options-
based on the treasury stock method
using average market price 648 424 638 410
------- ------- ------- -------
Totals 30,425 30,050 30,397 29,988
======= ======= ======= =======
Net income $15,550 $13,841 $22,687 $19,793
======= ======= ======= =======
Per share amount $ 0.51 $ 0.46 $ 0.75 $ 0.66
======= ======= ======= =======
</TABLE>
5
<PAGE> 7
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
LIN TELEVISION CORPORATION
<TABLE>
Notes to Consolidated Financial Statements
June 30, 1997
(unaudited)
Note 3 - Net Income Per Share (continued)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ------------------
1997 1996 1997 1996
------------------ ------------------
<S> <C> <C> <C> <C>
Fully diluted:
Average shares outstanding 29,777 29,626 29,759 29,578
Net effect of dilutive stock options-
based on the treasury stock method
using closing market price, if higher
than average market price 745 507 745 505
------- ------- ------- -------
Totals 30,522 30,133 30,504 30,083
======= ======= ======= =======
Net income $15,550 $13,841 $22,687 $19,793
======= ======= ======= =======
Per share amount $ 0.51 $ 0.46 $ 0.74 $ 0.66
======= ======= ======= =======
</TABLE>
Note 4 - Long-Term Debt
In August 1996, the Company renegotiated the terms of its bank credit
facility (the "Bank Credit Facility") primarily to reduce the interest
attributable to outstanding debt. The Bank Credit Facility, as amended, permits
the Company to borrow up to $600 million of an eight-year, reducing revolving
credit facility (the "Facility"). The Company presently has indebtedness
outstanding of $315 million and available funds of $285 million under the
Facility as of June 30, 1997.
The commitment of the Facility will begin to reduce in semi-annual
installments commencing June 30, 1999 such that the annual commitment reduction
will be $30 million in 1999, $120 million per year in years 2000 through 2003,
and the remaining $90 million in 2004. As of June 30, 1997, the Company would be
required, in 2002, to begin making payments to the extent that the balance
outstanding under the Facility exceeds the reduced commitment available and
continue making semi-annual installments under the revolving facility through
December 31, 2004, at which time the debt will be fully repaid. The Company is
required to apply cash proceeds from certain sales of assets which are not
reinvested in similar assets to the prepayment of loans. The Bank Credit
Facility, as amended, also permits the Company to solicit commitments for an
incremental $300 million, eight-year, reducing revolving credit facility (the
"Incremental Facility"). Aggregate commitments to the Incremental Facility, if
any, will reduce in eight equal semi-annual amounts beginning 2001 and ending
2004.
The Bank Credit Facility contains covenants restricting or limiting
certain activities, including (i) acquisitions and investments, including
treasury stock, (ii) incurrence of debt, (iii) distributions and dividends to
stockholders, (iv) mergers and sales of assets, (v) prepayments and subordinated
indebtedness, and (vi) creations of liens. The Company is required to apply cash
proceeds from certain sales of assets which are not reinvested in similar assets
and excess cash flow to the prepayment of loans. As security under the Bank
Credit Facility, the Company has given a negative pledge on the assets and
capital stock of each of its subsidiaries, which own all of the Company's
television properties. Such subsidiaries are restricted from making certain
distributions or payments to the Company. Under the Bank Credit Facility, the
Company must remain in compliance with a series of financial covenants. As of
June 30, 1997, the Company was in compliance with all covenants.
6
<PAGE> 8
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
This Quarterly Report on Form 10-Q contains forward-looking statements
that involve a number of risks and uncertainties. When used in this Quarterly
Report on Form 10-Q the words "believes," "anticipated" and similar expressions
are intended to identify forward-looking statements. There are a number of
factors that could cause the Company's actual results to differ materially from
those forecasted or projected in such forwarding-looking statements. These
factors include, without limitation, competition from other local free
over-the-air broadcast stations, acquisitions of additional broadcast
properties, and future debt service obligations, as well as those set forth
under the caption "Certain Factors That May Affect Future Results" in the
Company's Annual Report on Form 10-K for 1996. 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 obligations 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.
Set forth below are the significant factors that contributed to the
operating results of the Company for the three and six month periods ending June
30, 1997 and 1996.
RESULTS OF OPERATIONS
- ---------------------
BUSINESS
The Company is engaged in the commercial television broadcasting
business and currently owns and operates eight network affiliated television
stations, two low power television (LPTV) networks and two LPTV stations. The
Company also provides programming and advertising services to four stations
through local marketing agreements (LMAs). LMAs provide the Company with an
additional broadcasting outlet and promote diversity in news, programming and
community service in the markets served by the Company's stations (the
"Stations").
REVENUES
Total net revenues consist primarily of national and local time sales,
net of sales adjustments and agency commissions, network compensation, barter
revenues, revenues from the production of local commercials and sports
programming, tower rental revenues, Local Weather Station revenues, and cable
retransmission income. Total net revenues increased approximately 10% and 9% for
the three and six month periods ended June 30, 1997 compared to the same periods
last year.
Approximately 87% of the Company's total net revenues for the three and
six month periods ended June 30, 1997 were derived from net national and net
local advertising time sales. Advertising revenues for the second quarter and
year to date 1997 increased approximately 9% and 7%, respectively, over the same
periods last year. Approximately half of the increase was attributable to the
continued ratings strength of the NBC affiliate stations, as well as continued
advertising growth in those markets, which led to increased advertising rates
for those stations. The increase was also attributable to net advertising growth
at the LMA stations and growth in local advertising revenue at station WTNH-TV
due to continued improvement in the local economy.
Network revenue for the quarter and six months ended June 30, 1997
decreased approximately 21% and 5%, respectively, compared to the same periods
last year. The decrease was primarily due to the second quarter 1996 recognition
of a new network compensation agreement at station WTNH-TV, effective,
retroactively, to September 1995.
7
<PAGE> 9
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)
Revenues from the Local Weather Station remained relatively flat when
compared to the same periods last year. The Company provides the Local Weather
Station to cable operators in all of its markets except New Haven-Hartford and
Buffalo, and presently intends to expand this service to additional markets in
the future.
OPERATING EXPENSES
Direct operating expenses for the quarter and six months ended June 30,
1997 increased approximately 3% and 5%, respectively, over the same periods in
1996, due to a change in the syndicated/barter programming mix in the Austin and
Dallas-Fort Worth markets and as a result of costs associated with news
expansion at several stations, including operational expenses related to the
acquisition of a helicopter at station WISH-TV in Indianapolis. Maintaining a
strong local news franchise is a key operating strategy for each of the
Stations.
Selling, general and administrative expenses increased approximately
13% and 11% for the three and six month periods ended June 30, 1997,
respectively, compared to the same periods last year, due to increased sales
compensation resulting from the increase in local revenue, higher promotional
expenditures at stations in the Dallas-Fort Worth market aimed at strengthening
the Company's position in its largest market, and higher property taxes and
insurance costs related to the construction of new towers in several markets.
Total corporate expenses, which are comprised of costs associated with
the centralized management of the Stations, increased approximately 11% and 7%
for the three and six month periods ended June 30, 1997, respectively, related
primarily to expenses associated with the Company's continuing effort to
actively explore acquisition opportunities.
Amortization of program rights and depreciation expense remained
relatively flat for the three and six month periods ended June 30, 1997, when
compared to the same periods last year.
The Company began, in 1995, to construct new facilities and purchase
new broadcast equipment to prepare for the upcoming digital transition. During
the second quarter of 1997, the Company disposed of towers and other broadcast
equipment that could no longer be used with the new technology. The net book
loss on this equipment of approximately $2.7 million is reflected on the
Company's Consolidated Statements of Income as Tower write-offs.
OPERATING INCOME
For the reasons discussed above, the Company reported an increase in
operating income of $2.2 million and $3.3 million for the three and six month
periods ended June 30, 1997, respectively, compared to the same periods last
year.
Interest expense, comprised primarily of interest payable on funds
borrowed under the Company's Bank Credit Facility (the "Bank Credit Facility"),
decreased approximately 19% and 18% for the three and six month periods ended
June 30, 1997, respectively, when compared to the same periods last year, as a
result of the renegotiated terms of the Bank Credit Facility and a reduction in
the principal outstanding.
The Company's provision for income taxes increased approximately 17%
and 20% for the three and six months periods ended June 30,1997, respectively,
compared to the same periods last year, due to
8
<PAGE> 10
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)
higher income before taxes and an increase in the Company's effective tax rate.
LIQUIDITY AND CAPITAL RESOURCES
It is the Company's policy to carefully monitor the state of its
business, cash requirements and capital structure. From time to time, the
Company may enter into transactions pursuant to which debt is extinguished,
including sales of assets or equity, joint ventures, reorganizations or
recapitalizations. There can be no assurance that any such transactions will be
undertaken or, if undertaken, will be favorable to stockholders.
The Company's principal source of funds are its operations and its Bank
Credit Facility. Net cash provided by operating activities for the six months
ended June 30, 1997 was $30.5 million compared to $25.5 million in the same
period last year. The increase is primarily due to higher net income. Net cash
used in investing activities was $7.9 million for the six months ended June 30,
1997, compared to $17.6 million in 1996 as a result of reduced capital
expenditures of $7.4 million and increased proceeds on asset dispositions of
$2.5 million. Net cash used in financing activities for the period ended June
30, 1997 was $33.6 million compared to net cash provided by financing activities
of $3.5 million in the same period last year. This fluctuation is due primarily
to principal payments made on the long-term debt under the Bank Credit Facility.
In August 1996, the Company renegotiated the terms of its Bank Credit
Facility primarily to reduce interest attributable to outstanding debt (See
"Note 4 - Long-Term Debt" in the Company's Notes to Consolidated Financial
Statements). The Company presently has indebtedness outstanding of $315 million
under the Bank Credit Facility and has funds available of approximately $285
million. The Company must also remain in compliance with a series of financial
covenants under the Bank Credit Facility. As of June 30, 1997, the Company was
in compliance with all covenants.
The Company's current and future debt service obligations could have
adverse consequences to holders of the Company's common stock, including the
following: (i) the Company's ability to obtain financing for future working
capital needs or additional acquisitions or other purposes may be limited; (ii)
a substantial portion of the Company's cash flow from operations will be
dedicated to the payment of principal and interest on its indebtedness, thereby
reducing funds available for operations; and (iii) the Company may be more
vulnerable to adverse economic conditions than less leveraged competitors and,
thus, may be limited in its ability to withstand competitive pressures.
The Company expects to be able to satisfy its future debt service
obligations and other commitments with cash flow from operations. However, there
can be no assurance that the future cash flow of the Company will be sufficient
to meet such obligations and commitments. If the Company is unable to generate
sufficient cash flow from operations in the future to service its indebtedness
and to meet its other commitments, it may be required to refinance all or a
portion of its existing indebtedness or to obtain additional financing. There
can be no assurance that any such refinancing or additional financing could be
obtained on acceptable terms. If the Company is unable to service or refinance
its indebtedness, it may be required to sell one or more of its Stations to
reduce debt service obligations.
The Company has never paid dividends on its common stock and has no
present intention of paying dividends on its common stock in the foreseeable
future. It has been the Company's policy to retain earnings in order to finance
its business. In addition, the Bank Credit Facility restricts the Company from
paying cash dividends. Any future dividends will be dependent upon the Company's
financial condition, results of operations, current or anticipated cash
requirements, acquisition plans,
9
<PAGE> 11
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)
restrictions imposed by any credit facility then in place, and other factors
which the Company's management and Board of Directors deem relevant.
INFLATION
The Company believes that its businesses are affected by inflation to
an extent no greater than other businesses are generally affected.
10
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on May 14, 1997
(the "Annual Meeting"). At the Annual Meeting, the stockholders of the company
voted to elect the nominees listed below for one-year terms and until their
successors are duly elected and qualified. The following table sets forth the
number of votes cast for and withheld/abstained with respect to each of the
nominees:
<TABLE>
<CAPTION>
Nominee For Withheld/Abstained
------- ---------- ------------------
<S> <C> <C>
Richard S. Bodman 27,478,634 307,987
Dennis J. Carey 27,464,008 322,613
Gary R. Chapman 27,484,773 301,848
James D. Daniell 27,462,782 323,839
Errol A. Harris 27,477,197 309,424
William G. Herbster 27,484,240 302,381
Roy M. Huhndorf 27,479,382 307,239
Wilma H. Jordan 27,483,286 303,335
Richard W. Kislik 27,483,906 302,715
Gary A. Swenson 27,463,342 323,279
</TABLE>
The stockholders of the Company also voted on an amendment of the
Company's Amended and Restated 1994 Stock Incentive Plan increasing the number
of shares of common stock issuable from 2,750,000 to 3,750,000. The following
table sets forth the number of votes cast for, against, and abstained with
respect to the amendment:
<TABLE>
<CAPTION>
For Against Abstained
---------- --------- ---------
<S> <C> <C>
20,048,442 7,651,188 13,930
</TABLE>
ITEM 5. OTHER INFORMATION
CONTINGENT MATTERS
The Congress and the FCC have under consideration, and in the future
may consider and adopt, other new laws, regulations and policies regarding a
wide variety of matters that could affect, directly or indirectly, the
operation, ownership and profitability of the Stations, result in the loss of
audience share and advertising revenues for the Stations, and affect the ability
of the Company to acquire additional broadcast stations or finance such
acquisitions.
The following is a brief discussion of certain provisions of the
Communications Act of 1934, as amended (the "Communications Act"), and of FCC
regulations and policies that affect the business operations of television
broadcasting stations. Reference should be made to the Communications Act, FCC
rules and the public notices and rulings of the FCC, on which this discussion is
based, for further information concerning the nature and extent of FCC
regulation of television broadcasting stations.
The Telecommunications Act of 1996 (the "Act"), signed into law on
February 8, 1996, made various changes in the Communications Act that will
affect the broadcast industry. Among other things and in addition to matters
previously mentioned, the Act (i) directs the FCC to increase the national
audience reach cap for television from 25% to 35% and to eliminate the
12-station numerical limit; (ii) directs the FCC to review its local broadcast
ownership restrictions; (iii) states that, in general, existing LMAs in
compliance with applicable FCC regulations are "grandfathered", and that future
LMAs are not
11
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION (CONTINUED)
inconsistent with the Act so long as they comply with applicable FCC
regulations; (iv) directs the FCC to extend its liberal policy of permitting
waivers of its television/radio cross-ownership restriction to proposed
combinations in the top 50 markets; (v) lifts the statutory ban on
cable-broadcast cross-ownership but does not direct the FCC to eliminate its
parallel FCC rule prohibition; (vi) repeals the statutory ban against telephone
companies providing video programming in their own service areas; and (vii)
permits but does not require the FCC to award to broadcasters a second channel
for digital television or Advanced Television ("ATV") and other digital services
and imposes a fee on subscription based services.
On April 3, 1997, the FCC adopted rules for implementing ATV in the
United States. These rules are subject to requests for reconsideration and
possible judicial review. In certain important respects, e.g., ATV station
construction deadlines and termination date for current analog operations, the
new ATV rules also will be subject to biennial FCC review and case-by-case
waiver requests. In addition, several important matters regarding ATV are to be
the subject of future FCC rulemakings, including the question of whether
broadcasters who receive ATV licenses shall incur additional public interest
obligations. The White House has announced that it intends to create a
government-industry committee to make specific ATV public service
recommendations to the FCC.
ATV will improve the technical quality of over-the-air broadcast
television and enable broadcasters to offer a wide variety of new services,
including high-definition television, multiple standard definition channels,
subscription services and data transmission. It may also result in reduced
service areas for some stations and interference to existing operations during
the initial transitional period. The FCC has granted an ATV license to each
commercial broadcast station to operate on a second channel during a
transitional period, until the year 2006, after which, absent extensions, either
the analog or digital channel must be returned to the government. ATV facilities
sufficient to cover each station's community of license must be constructed by
May 1, 1999, for stations in the top ten markets affiliated with the four major
networks, by November 1, 1999 for all other commercial stations in the top
thirty markets, and by May 1, 2002 for all other commercial stations. Exceptions
to the deadlines will be granted for various factors beyond the licensee's
control. The Company has made a voluntary commitment to the FCC to construct the
initial ATV facility for station KXAS in Dallas by November 1, 1998. The Company
is in the process of analyzing its ATV channel assignments to determine what
impact, if any, these assignments will have on its ATV coverage areas or
existing service.
Implementation of ATV will impose additional costs on television
stations providing the new service due to increased equipment costs. The Company
estimates that the adoption of ATV would require average capital and operating
expenditures of approximately $2 million per station to provide facilities
necessary to pass along an ATV signal transmitted by a network with which a
station is affiliated. The conversion of a station's equipment enabling it, for
example, to produce and transmit its own digital or ATV programming, will be
substantially more expensive. The introduction of this new technology will
require that consumers purchase new receivers (television sets) for ATV signals,
or, if available by that time, adapters for their existing receivers. The FCC
has also proposed to assign to full-power ATV stations the channels in the radio
band currently occupied by LPTVs and the FCC has proposed to "repack" television
signals into a "core" spectrum band (either channels 2-46 or channels 7-51) and
auction off the remaining channels to other users. This proposal could adversely
affect the service areas of the Stations and the Company's LPTV channels. The
Company believes that the implementation of ATV is essential to the long-term
viability of the Company and the broadcast industry, but cannot otherwise
predict the precise effect this development might have on the Company's
business.
Budget legislation has been passed by the House and Senate and is
awaiting Presidential action which would require the FCC to raise revenue for
the federal government by auctioning radio frequencies
12
<PAGE> 14
PART II. OTHER INFORMATION (CONTINUED)
ITEM 5. OTHER INFORMATION (CONTINUED)
in bands which encompass those currently licensed for use by broadcasters,
including those channels used for "auxiliary" purposes, such as remote pickups
in electronic news gathering and studio-to-transmitter links. The legislation
codifies the FCC's determination that broadcasters return one of their two
channels to the federal government by 2006, subject to repacking, though it
permits the FCC to grant return-date extensions in markets without certain
digital service penetration levels. The legislation requires that the returned
channels be auctioned by 2002 and provides for reallocation to other users,
e.g., public safety institutions, and/or early auctioning of unutilized spectrum
in the band now occupied by television channels 60-69. The Company cannot
predict what impact, if any, the implementation of these measures might have on
its business.
The FCC has initiated rulemaking proceedings to consider proposals to
relax its television ownership restrictions, including proposals that would
permit the ownership, in some circumstances, of two television stations with
overlapping service areas and relaxing the rules prohibiting cross-ownership of
radio and television stations in the same market. The FCC is also considering in
these proceedings whether to adopt new restrictions on television LMAs. The
"duopoly" rules currently prevent the Company from acquiring the FCC licenses of
its LMA stations, thereby preventing the Company from directly fulfilling its
obligations under put options that such LMA stations have with the Company. If
the Company should be unable to fulfill its obligation under a put option, it
could be required to find an assignee who could perform such obligation. There
is no assurance that the Company could find an assignee to fulfill the Company's
obligations under the put options on favorable terms. Under the Act, the
Company's LMAs were "grandfathered". The precise extent to which the FCC may
nevertheless restrict existing LMAs or make them attributable ownership
interests is uncertain. In the rulemakings, the FCC has proposed, for example,
to make LMAs fully attributable ownership interests and thus prohibited unless
the two stations would qualify for dual ownership under certain specified
criteria (e.g., VHF-UHF or UHF-UHF combinations; second station is a start-up ,
failed or failing station) on a case-by-case basis. "Grandfathering" rights for
current LMAs which do not qualify for conversion to ownership would be limited
to fulfilling the current lease term, with renewal rights and transferability
rights eliminated. The Company's LMAs all involve UHF stations which were either
start-up stations or were failing financially and would appear to qualify for
conversion to ownership under the proposed standards. Nevertheless, it is
possible that the FCC could deny the Company the ability to convert its LMAs to
full ownership or require the Company to modify its LMAs in ways which impair
their viability. Further, if the FCC were to find that one of the Company's LMA
stations failed to maintain control over its operations, the licensee of the LMA
station and/or the Company could be fined. The Company is unable to predict the
ultimate outcome of possible changes to these FCC rules and the impact such FCC
rules may have on its broadcasting operations.
In accordance with FCC rules, regulations and policies, all of the
Company's LMAs allow preemptions of the Company's programming by the
owner-operator and FCC licensee of each station with which the Company has an
LMA. Accordingly, the Company cannot be assured that it will be able to air all
of the programming expected to be aired on those stations with which it has an
LMA or that the Company will receive the anticipated advertising revenue from
the sale of advertising spots in such programming. Although the Company believes
that the terms and conditions of each of its LMAs will enable the Company to air
its programming and utilize the programming and other non-broadcast license
assets acquired for use on the LMA stations, there can be no assurance that
early terminations of the LMAs or unanticipated terminations of all or a
significant portion of the programming by the owner-operator and FCC licensee
will not occur. An early termination of one of the Company's LMAs, or repeated
and material preemptions of programming thereunder, could adversely affect the
Company's operations.
13
<PAGE> 15
PART II. OTHER INFORMATION (CONTINUED)
ITEM 5. OTHER INFORMATION (CONTINUED)
The Company cannot predict what other matters might be considered in
the future, nor can it judge in advance what impact, if any, the implementation
of any of these proposals or changes might have on its business.
14
<PAGE> 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
--------
11.1 Statement Re: Computation of Earnings Per Share (See Note 3 to
the consolidated financial statements presented on pages 5 and
6 of this report)
27 Financial Data Schedule
REPORTS ON FORM 8-K
-------------------
No reports on Form 8-K were filed during the quarter for which
this report is filed.
15
<PAGE> 17
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
LIN TELEVISION CORPORATION
(Registrant)
DATED: August 8, 1997 /s/ Peter E. Maloney
------------------ --------------------------------
Peter E. Maloney
Vice President of Finance
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM LIN
TELEVISION CORPORATION'S CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF
INCOME AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH LIN TELEVISION
CORPORATION'S REPORT ON FORM 10-Q-JUNE 30, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 16,952
<SECURITIES> 0
<RECEIVABLES> 64,898
<ALLOWANCES> 2,105
<INVENTORY> 0
<CURRENT-ASSETS> 96,881
<PP&E> 171,896
<DEPRECIATION> 67,452
<TOTAL-ASSETS> 586,111
<CURRENT-LIABILITIES> 40,857
<BONDS> 0
0
0
<COMMON> 298
<OTHER-SE> 162,264
<TOTAL-LIABILITY-AND-EQUITY> 586,111
<SALES> 0
<TOTAL-REVENUES> 144,967
<CGS> 0
<TOTAL-COSTS> 97,382
<OTHER-EXPENSES> 865
<LOSS-PROVISION> 509
<INTEREST-EXPENSE> 11,223
<INCOME-PRETAX> 36,184
<INCOME-TAX> 13,497
<INCOME-CONTINUING> 22,687
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,687
<EPS-PRIMARY> .75
<EPS-DILUTED> .75
</TABLE>
