<PAGE> 1
As filed with the Securities and Exchange Commission on November 15, 1999.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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 September 30, 1999.
[ ] 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: 333-54003-06 Commission File Number: 000-25206
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LIN HOLDINGS CORP. LIN TELEVISION CORPORATION
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(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
DELAWARE DELAWARE
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(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
75-2733097 13-3581627
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(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
</TABLE>
1 RICHMOND SQUARE, SUITE 230E, PROVIDENCE, RHODE ISLAND 02906
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(401) 454-2880
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrants (1) have 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 registrants were
required to file such reports), and (2) have been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
NOTE:
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10-Q currently presents results for two companies rather than just the parent
company on a fully consolidated basis.
1,000 Shares of LIN Holdings Corp.'s Common Stock, par value $.01 per share, and
1000 shares of LIN Television Corporation's Common Stock, par value $.01 per
share, were outstanding as of November 15, 1999.
<PAGE> 2
TABLE OF CONTENTS
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Page
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Part I. Financial Information
Item 1. Financial Statements
LIN HOLDINGS CORP.
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Operations 2
Condensed Consolidated Statements of Cash Flows 3
Notes to Condensed Consolidated Financial Statements 4
LIN TELEVISION CORPORATION
Condensed Consolidated Balance Sheets 12
Condensed Consolidated Statements of Operations 13
Condensed Consolidated Statements of Cash Flows 14
Notes to Condensed Consolidated Financial Statements 15
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition 23
Item 3. Quantitative and Qualitative Disclosures about Market Risk 29
Part II. Other Information
Item 1. Legal Proceedings 30
Item 6. Exhibits and Reports on Form 8-K 30
</TABLE>
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
LIN HOLDINGS CORP.
Condensed Consolidated Balance Sheets
(In thousands, except number of shares)
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
------------------ -----------------
(Unaudited)
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ASSETS
Current assets:
Cash and cash equivalents $ 19,746 $ 41,349
Accounts receivable, less allowances for
doubtful accounts (1999 - $1,751; 1998 $1,880) 42,870 40,917
Program rights 12,932 9,671
Other current assets 661 916
----------- -----------
Total current assets 76,209 92,853
Property and equipment, net 129,182 131,758
Deferred financing costs 42,870 46,821
Investment in joint venture 67,174 70,692
Investment in Southwest Sports Group, at cost 49,250 --
Program rights 5,245 4,636
Other intangible assets, net 1,491,385 1,444,600
Other noncurrent assets 5,607 9,530
----------- -----------
TOTAL ASSETS $ 1,866,922 $ 1,800,890
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,404 $ 8,917
Program obligations 13,309 9,990
Accrued income taxes 3,978 3,735
Current portion of long-term debt 14,741 15,063
KXTX Management fee payable -- 4,175
Accrued interest expense 2,375 9,154
Other accruals 18,149 18,548
----------- -----------
Total current liabilities 59,956 69,582
Long-term debt, excluding current portion 779,890 668,517
Deferred income taxes 515,685 519,207
Program obligations 5,057 4,640
Other noncurrent liabilities 6,726 6,535
----------- -----------
Total liabilities 1,367,314 1,268,481
----------- -----------
Commitments and Contingencies (Note 8)
Stockholders' equity:
Preferred stock, $0.01 par value:
Authorized shares - (1999 - none, 1998 - none) -- --
Common stock, $0.01 par value:
Authorized shares - (1999 - 1,000, 1998 - 1,000) -- --
Additional paid-in capital 559,498 559,668
Accumulated deficit (59,890) (27,259)
----------- -----------
Total stockholders' equity 499,608 532,409
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,866,922 $ 1,800,890
=========== ===========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
NOTE - The December 31, 1998 information is derived from the audited financial
statements at that date.
1
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LIN HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
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------------------ ------------------ ----------------- ------------------ -------------
Three Months Three Months Nine Months Period from Predecessor
Ended Ended Ended March 3 - Period from
September 30, 1999 September 30, 1998 September 30, 1999 September 30, 1999 January 1 -
(Unaudited) (Unaudited) (Unaudited) (Unaudited) March 2, 1998
------------------ ------------------ ------------------ ------------------ -------------
<S> <C> <C> <C> <C> <C>
Net revenues ........................... $ 52,377 $ 55,778 $ 153,616 $ 133,770 $ 43,804
Operating costs and expenses:
Direct operating ..................... 14,325 16,520 40,964 37,254 11,117
Selling, general and administrative... 11,187 12,484 35,337 30,848 11,701
Corporate ............................ 2,440 2,216 6,353 4,970 1,170
KXTX Management Fee .................. -- 3,055 1,178 3,055 --
Amortization of program rights ....... 3,340 3,187 9,970 7,243 2,743
Depreciation and amortization ........ 14,752 13,750 42,754 31,855 4,581
--------- --------- --------- --------- ---------
Total operating costs and expenses ..... 46,044 51,212 136,556 115,225 31,312
========= ========= ========= ========= =========
Operating income ....................... 6,333 4,566 17,060 18,545 12,492
Other (income) expense:
Interest expense ..................... 17,040 15,690 49,171 37,381 2,764
Investment income .................... (938) (451) (2,237) (738) (98)
Share of loss in joint venture ....... 1,693 2,560 3,811 4,722 244
Loss on disposition of KXTX-TV ....... -- -- 2,212 -- --
Merger expense ....................... -- -- -- -- 8,616
Other, net ........................... 137 -- (157) -- --
--------- --------- --------- --------- ---------
Total other expense .................... 17,932 17,799 52,800 41,365 11,526
========= ========= ========= ========= =========
Income (loss) before provision for
(benefit from) Income taxes .......... (11,599) (13,233) (35,740) (22,820) 966
Provision for (benefit from) income
taxes ................................ (937) (246) (3,109) (868) 3,710
--------- --------- --------- --------- ---------
Net loss ............................... $ (10,662) $ (12,987) $ (32,631) $ (21,952) $ (2,744)
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
Note - The January 1 - March 2, 1998 information is derived from the audited
financial statements for that period.
2
<PAGE> 5
LIN HOLDINGS CORP.
Condensed Consolidated Statements of Cash Flows
(In thousands)
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Nine Months Ended Period from March 3- PREDECESSOR
September 30, 1999 September 30, 1998 Period from January
(unaudited) (unaudited) 1 - March 2, 1998
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NET CASH PROVIDED BY OPERATING ACTIVITIES $ 4,654 $ 35,756 $ 8,416
----------- ----------- -----------
INVESTING ACTIVITIES:
Capital expenditures (14,403) (6,133) (1,221)
Proceeds from asset disposals 6,560 46 3
Liquidating dividend on investment in SSDB 5,066 -- --
Investment in joint venture -- (250) (250)
Acquisition of WOOD-TV and WOTV-TV, net of cash acquired (118,100) -- --
Acquisition of LIN Television Corporation, net of cash acquired -- (1,723,656) --
----------- ----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (120,877) (1,729,993) (1,468)
----------- ----------- -----------
FINANCING ACTIVITIES:
Proceeds from exercises of stock options and stock units, and sale of
Employee Stock Purchase Plan shares (171) (75) 1,071
Principal payments on long-term debt (16,209) (260,000) --
Proceeds from long-term debt 111,000 668,929 --
Loan fees incurred on long-term debt -- (51,211) --
Proceeds from GECC note -- 815,500 --
Proceeds from sale of common stock -- 558,123 --
Proceeds from capital contribution -- 1,000 --
----------- ----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 94,620 1,732,266 1,071
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents (21,603) 38,029 8,019
Cash and cash equivalents at the beginning of the period 41,349 -- 8,046
----------- ----------- -----------
Cash and cash equivalents at the end of the period $ 19,746 $ 38,029 $ 16,065
=========== =========== ===========
SCHEDULE OF NONCASH INVESTING ACTIVITIES
Value of Preferred Units received on disposal of KXTX-TV $ 47,000 $ -- $ --
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
NOTE - The January 1 - March 2, 1998 information is derived from the audited
financial statements for that period.
3
<PAGE> 6
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE 1 - BASIS OF PRESENTATION:
LIN Holdings Corp. ("LIN Holdings"), together with its subsidiaries,
including LIN Television Corporation ("LIN Television"), the predecessor
business prior to its acquisition (see Note 2), (together, except with respect
to the notes to the condensed consolidated financial statements for LIN
Television, the "Company") is a television station group operator in the United
States and Puerto Rico that owns nine television stations, eight of which are
network-affiliated television stations. Additionally, the Company has local
marketing agreements ("LMAs") under which it programs four other stations in the
markets in which it operates.
All of the Company's direct and indirect consolidated subsidiaries fully
and unconditionally guarantee the Company's Senior Subordinated Notes (see Note
5) on a joint and several basis.
These condensed consolidated financial statements have been prepared
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC"). 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 statements should be read in conjunction with the
Company's annual report on Form 10-K for the fiscal year ended December 31,1998.
In the opinion of management, the accompanying unaudited interim financial
statements contain all adjustments (consisting of normal recurring adjustments)
necessary to summarize fairly the financial position, results of operations and
cash flows of the Company and its subsidiaries for the periods presented. The
interim results of operations are not necessarily indicative of the results to
be expected for the full year.
NOTE 2 - BUSINESS COMBINATIONS:
LIN Holdings and LIN Acquisition Company, both affiliates of Hicks, Muse,
Tate & Furst Incorporated ("Hicks Muse") entered into an Agreement and Plan of
Merger with LIN Television on August 12, 1997 (as amended, the "Merger
Agreement"). Pursuant to, and upon the terms and conditions of, the Merger
Agreement, LIN Holdings acquired LIN Television (the "Acquisition") on March 3,
1998 by merging LIN Acquisition Company, its wholly-owned subsidiary, with and
into LIN Television (the "Merger"), with LIN Television surviving the merger and
becoming a direct, wholly-owned subsidiary of LIN Holdings. The total purchase
price for the common equity of LIN Television was approximately $1.7 billion. In
addition, the Company refinanced $260.2 million of LIN Television's indebtedness
and incurred acquisition costs of approximately $32.2 million.
The Acquisition was funded by:
(i) $6.9 million of excess cash on the LIN Television balance sheet;
(ii) $50.0 million aggregate principal amount of senior secured Tranche A term
loans ("Tranche A Term Loans");
(iii) $120.0 million aggregate principal of senior secured Tranche B term loans
("Tranche B Term Loans");
(iv) $299.3 million of gross proceeds from the issuance of $300.0 million
aggregate principal amount of 8 3/8% senior subordinated notes due 2008
("Senior Subordinated Notes");
(v) $199.6 million of gross proceeds from the issuance by LIN Holdings of
$325.0 million aggregate principal amount at maturity of 10% senior
discount notes due 2008 ("Senior
4
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LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Discount Notes"), which proceeds were contributed by LIN Holdings to the
common equity of LIN Television;
(vi) $815.5 million of proceeds from the GECC Note (see below); and
(vii) $558.1 million of common equity provided by affiliates of Hicks Muse,
management and other co-investors to the equity of the corporate parents
of LIN Holdings, which in turn, through LIN Holdings, contributed such
amount to the common equity of LIN Television.
The Senior Subordinated Notes and the Senior Discount Notes were
subsequently registered with the SEC.
JOINT VENTURE WITH NBC. In connection with the Acquisition, the Company and
National Broadcasting Company ("NBC") formed a television station joint venture
(the "Joint Venture"). The Joint Venture consists of KXAS-TV, formerly LIN
Television's Dallas-Fort Worth NBC affiliate, and KNSD-TV, formerly NBC's San
Diego station. A wholly owned subsidiary of NBC is the general partner of the
Joint Venture (the "NBC General Partner") and NBC operates the stations owned by
the Joint Venture. The NBC General Partner holds an approximate 80% equity
interest and the Company holds an approximate 20% equity interest in the Joint
Venture (see Note 6). General Electric Capital Corporation ("GECC") provided
debt financing for the Joint Venture in the form of an $815.5 million 25-year
non-amortizing senior secured note bearing an initial interest rate of 8.0% per
annum (the "GECC Note"). The Company expects that the interest payments on the
GECC Note will be serviced solely by the cash flows of the Joint Venture.
The GECC Note was issued by LIN Television of Texas, L.P., the Company's
indirect wholly owned partnership ("LIN Texas"), which loaned the proceeds to
the Company to finance a portion of the cost of the Acquisition. The obligations
to GECC under the GECC Note were assumed by the Joint Venture and LIN Texas was
simultaneously released from all obligations under the GECC Note. The GECC Note
is not an obligation of the Company or any of its subsidiaries, and has recourse
only to the Joint Venture, the Company's equity interest therein and to one of
LIN Holdings' two corporate parents pursuant to a guarantee.
NOTE 3 - RECENT DEVELOPMENTS:
KXTX-TV. On June 3, 1999, LIN Texas contributed all of the assets of
KXTX-TV to Southwest Sports Group Holdings LLC, Inc. ("SSG Holdings" or "SSG"),
a Texas limited liability company and an entity in which a partner of Hicks Muse
has a substantial economic interest. In exchange, LIN Texas received 500,000
units of SSG's Series A Preferred Units, par value $100.00 per unit ("SSG
Preferred Units"). The Company has assigned a value of $47.0 million to the SSG
Preferred Units. The SSG Preferred Units are entitled to receive non-liquidating
distributions prior to any junior ranked units of SSG Holdings in an amount
equal to $100 per Preferred Unit, minus the amount of previously made
distributions, plus an amount of interest thereon at a rate of 6% per annum
compounded annually beginning January 1, 1999. The Company has recorded $2.2
million of interest on the Series A Preferred Units. As of September 30, 1999,
no distributions have been made with respect to the preferred units.
SSG has the option at any time to redeem in whole or in part the
outstanding Series A Preferred Units for an amount equal to par plus imputed
interest at the rate of 6% from January 1, 1999 to the redemption date. The
Company has the right to convert its Series A Preferred Units into Class A Units
at the earlier of (a) the date of consummation by SSG of an underwritten initial
public offering of the Class A units, (b) a change of control, or (c) the date
that is three years following the date of the first issuance of the Series A
Preferred Units.
5
<PAGE> 8
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
WOOD AND WOTV. On June 30, 1999, the Company acquired from AT&T Corporation
("AT&T") the assets of WOOD-TV and the LMA rights related to WOTV-TV
(collectively, the "Grand Rapids Stations"), both of which stations are located
in the Grand Rapids-Kalamazoo-Battle Creek market (the "Grand Rapids
Acquisition"). The Company had provided management services to the Grand Rapids
Stations pursuant to a consulting agreement with AT&T. The total purchase price
for the Grand Rapids Acquisition was approximately $142.4 million, including
direct costs of the acquisition. The Grand Rapids Acquisition was funded by the
combination of operating funds and $93.0 million of additional Tranche A Term
Loan (see Note 5).
The acquisition was accounted for as a purchase and accordingly, the
purchase price, including direct costs of the acquisition, was allocated to the
assets acquired and liabilities assumed based on their fair values at the date
of the acquisition. These fair values are subject to adjustment when additional
information concerning asset and liability valuations is finalized. The excess
of the purchase price over the fair value of the net tangible assets acquired
has been allocated to intangible assets, primarily FCC licenses and network
affiliations. The results of operations associated with the acquired business
are included in the consolidated results of the Company from the acquisition
date. The following summarizes unaudited pro forma consolidated results of
operations as if the Grand Rapids Acquisition had taken place as of the
beginning of the periods presented (in thousands):
<TABLE>
<CAPTION>
Nine months Nine months
ended ended
9/30/99 9/30/98
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Net Revenues ................................. $ 169,522 $ 187,540
Operating Income.............................. 21,942 25,743
Net Loss ..................................... (30,819) (28,180)
</TABLE>
The pro forma data give effect to actual operating results prior to the
acquisition and adjustments to interest expense, amortization and income taxes.
No effect has been given to cost reductions or operating synergies in this
presentation. The pro forma results do not necessarily represent results that
would have occurred if the acquisition had taken place as of the beginning of
the periods presented, nor are they necessarily indicative of the results of
future operations.
NETWORK AFFILIATIONS. On July 15, 1999, the Company entered into an
amendment to its existing network agreement with American Broadcasting Company
("ABC"). This amendment calls for the Company to make payments to ABC for the
rights to broadcast National Football League ("NFL") games. In exchange, the
Company will receive eight additional prime time program spots per week. The
Company operates three stations affiliated with ABC WAND in Decatur, Illinois,
WTNH in New Haven, Connecticut, and WOTV, an LMA station in Battle Creek,
Michigan.
On April 6, 1999, Fox Broadcasting Company ("Fox") informed the Company of
the network's plan to reduce the inventory of the commercial time in Fox prime
time programming allocated to its affiliates by approximately 22%, or to allow
the affiliates to buy-back that inventory plus additional network inventory. The
Company has one station affiliated with Fox -- WVBT, an LMA station in Norfolk,
Virginia. WVBT-TV has elected to buy additional commercial time from Fox.
6
<PAGE> 9
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
PEGASUS BROADCASTING L.L.C. On October 19, 1999 the Company acquired from
NBC and GECC, 100% of NBC's interest in Pegasus Broadcasting of San Juan, L.L.C.
("Pegasus Broadcasting"), the owner and operator of WAPA-TV, an independent
station located in San Juan, Puerto Rico (the "Pegasus Acquisition"). The total
purchase price for the Pegasus Acquisition was approximately $71.6 million in
cash, including direct costs of the acquisition. The Pegasus Acquisition was
funded by a combination of operating funds and $60.0 million of borrowing under
the Company's incremental term loan facility (see Note 5). The acquisition will
be accounted for as a purchase and the results of operations associated with the
acquired business will be included in the consolidated results of the Company
from the acquisition date.
NOTE 4 - RELATED PARTY TRANSACTIONS:
ACQUISITION OF LIN TELEVISION. In connection with the Acquisition (see Note
2), LIN Holdings and LIN Television (collectively, the "Clients") entered into a
ten-year agreement (the "Monitoring and Oversight Agreement") with Hicks, Muse &
Co. Partners, L.P., ("Hicks Muse Partners"), an affiliate of Hicks Muse,
pursuant to which the Clients agreed to pay Hicks Muse Partners an annual fee
(payable quarterly) for oversight and monitoring services. The aggregate annual
fee is adjustable on January 1 of each calendar year to an amount equal to 1.0%
of the budgeted consolidated annual earnings before interest, tax, depreciation
and amortization ("EBITDA") of LIN Holdings and its subsidiaries for the then
current fiscal year. Upon the acquisition by LIN Holdings and its subsidiaries
of another entity or business, the fee is adjusted prospectively in the same
manner using the pro forma consolidated annual EBITDA of LIN Holdings and it
subsidiaries. In no event shall the annual fee be less than $1,000,000. Hicks
Muse Partners is also entitled to reimbursement for any expenses incurred by it
in connection with rendering services allocable to LIN Holdings or LIN
Television. The fee for the three and nine months ended September 30, 1999 was
$275,250 and $775,250, respectively. The fee for the period from March 3, 1998
to September 30, 1998 was $583,000 and the fee for the three months ended
September 1998 was $250,000.
In connection with the Acquisition, the Clients also entered into a
ten-year agreement (the "Financial Advisory Agreement") with Hicks Muse
Partners, pursuant to which Hicks Muse Partners received a financial advisory
fee at the closing of the Acquisition as compensation for its services as
financial advisor to the Clients in connection with the Acquisition. Hicks Muse
Partners also is entitled to receive a fee equal to 1.5% of the "transaction
value" (as defined below) for each "subsequent transaction" (as defined below)
in which either LIN Holdings or LIN Television is involved. The term
"transaction value" means the total value of the subsequent transaction,
including without limitation, the aggregate amount of the funds required to
complete the subsequent transaction (excluding any fees payable pursuant to the
Financial Advisory Agreement), including the amount of any indebtedness,
preferred stock or similar obligations assumed (or remaining outstanding). The
term "subsequent transaction" means any future proposal for a tender offer,
acquisition, sale, merger, exchange offer, recapitalization, restructuring or
other similar transaction directly involving LIN Holdings or any of its
subsidiaries, and any other person or entity. The fee for the nine months ended
September 30, 1999 was approximately $1.9 million, related to the WOOD-TV and
WOTV-TV acquisition. There were no such transaction fees in 1998.
Prior to June 1999, LIN Holdings leased an aircraft to AMFM Inc., a related
party and an entity in which Hicks Muse has a substantial economic interest,
pursuant to an existing lease agreement. In June 1999, LIN Holdings sold the
aircraft to AMFM Inc. for approximately $6.6
7
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LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
million and terminated the lease agreement. The transaction with AMFM Inc.
reimbursed LIN Holdings for all costs associated with the plane, including the
original purchase price.
INVESTMENT IN SPECIAL SERVICES DELAWARE B, INC. In October 1998, the
Company invested $7.1 million for 25% of the capital stock of Special Services
Delaware B, Inc. ("SSDB"), a company that owned and leased an aircraft to AMFM
Inc., an entity in which Hicks Muse has a substantial economic interest. Ranger
Equity Holdings A Corp., a subsidiary of Ranger Equity Holdings Corporation, a
parent company, invested $21.4 million for the remaining 75% capital stock of
SSDB. The Company accounts for its interest in SSDB using the equity method, as
the company does not have a controlling interest. The results of SSDB were
immaterial for all periods presented. In June 1999, SSDB sold the aircraft to a
third party and terminated the lease agreement with AMFM Inc. The sales proceeds
from the aircraft were distributed to the shareholders as a liquidating dividend
in proportion to their equity interests. The Company's portion of the
liquidating dividend was $5.1 million. In addition, the Company received $2.0
million from AMFM Inc. as reimbursement for costs associated with the plane.
JOINT VENTURE WITH 21ST CENTURY GROUP LLC. In August 1999, the Company and
21st Century Group LLC ("21st Century"), an entity in which Hicks Muse has a
substantial economic interest, announced the formation of a television station
joint venture, Banks Broadcasting. The Company and 21st Century also announced
the first transaction of the joint venture, the entry into a local marketing
agreement to build and develop a new WB affiliate serving the Wichita, Kansas
DMA. As of September 30, 1999, the Company has provided funding of $2.9 million
to the venture. The financial position and results of operations for the venture
are immaterial for all periods presented.
NOTE 5 - LONG-TERM DEBT:
Long-term debt consisted of the following (in thousands):
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
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<S> <C> <C>
Senior Credit Facilities .................... $ 262,466 $ 167,678
$300,000 8 3/8% Senior Subordinated Notes
due 2008 (net of a discount of $626) ....... 299,374 299,337
$325,000 10% Senior Discount Notes
dues 2008 (net of a discount of $92,209) ... 232,791 216,565
--------- ---------
Total debt .................................. 794,631 683,580
Less current portion ........................ (14,741) (15,063)
--------- ---------
Total long-term debt ........................ $ 779,890 $ 668,517
--------- ---------
</TABLE>
SENIOR CREDIT FACILITIES. On March 3, 1998, the Company entered into a
credit agreement (the "Credit Agreement") with the Chase Manhattan Bank, as
administrative agent (the "Agent"), and the lenders named therein. Under the
Credit Agreement, the Company established a $295 million term loan facility, a
$50 million revolving facility, and a $225 million incremental term loan
facility (collectively, the "Senior Credit Facilities"). Borrowings under the
Senior Credit Facilities and part of the proceeds from the 8 3/8% Senior
Subordinated Notes were used to repay LIN Television's existing debt.
Borrowings under the Senior Credit Facilities bear interest at a rate
based, at the option of the Company, on an adjusted London interbank offered
rate ("Adjusted LIBOR"), or the highest of
8
<PAGE> 11
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
the Agent's prime rates, certificate of deposits rate plus 1.00%, or the Federal
Funds effective rate plus 1/2 of 1.00% (the "Alternate Base Rate"), plus an
incremental rate based on the Company's financial performance. As of September
30, 1999, the interest rates on the $50 million Tranche A term loan, the $120
million Tranche B term loan, and the delayed Tranche A term loan ranged between
6.63% and 7.66%, based on the Adjusted LIBOR. The Company is required to pay
quarterly commitment fees ranging from 0.25% to 0.50%, based upon the Company's
leverage ratio for that particular quarter on the unused portion of the loan
commitment, in addition to annual agency and other administration fees.
The obligations of the Company under the Senior Credit Facilities are
unconditionally and irrevocably guaranteed, jointly and severally, by LIN
Holdings and by each existing and subsequently acquired subsidiary. In addition,
substantially all of the assets of the Company and its subsidiaries are pledged
as collateral against the performance of these obligations. Mandatory quarterly
principal repayments of amounts outstanding under the Senior Credit Facilities
commenced on December 31, 1998. The Company's ability to make additional
borrowings under the Senior Credit Facilities is subject to compliance with
certain financial covenants and other conditions set forth in the Credit
Agreement.
SENIOR SUBORDINATED NOTES. On March 3, 1998, LIN Television issued $300
million aggregate principal amount of 8 3/8% Senior Subordinated Notes due 2008
in a private placement for net proceeds of $290.3 million. Such Senior
Subordinated Notes were subsequently registered with the SEC pursuant to a
Registration Statement filed on August 12, 1998. The Senior Subordinated Notes
are obligations of LIN Television without collateral rights, subordinated in
right of payment to all existing and any future senior indebtedness of LIN
Television. The Senior Subordinated Notes are fully and unconditionally
guaranteed, on a joint and several basis, by all wholly owned subsidiaries of
LIN Television. Interest on the Senior Subordinated Notes accrues at a rate of 8
3/8% per annum and is payable in cash, semi-annually in arrears, which commenced
on September 1, 1998. The effective interest rate on the Senior Subordinated
Notes is 8.4% on an annual basis.
SENIOR DISCOUNT NOTES. In connection with the Merger on March 3, 1998, LIN
Holdings issued $325 million aggregate principal amount at maturity of 10%
Senior Discount Notes due 2008 in a private placement. Such Senior Discount
Notes were subsequently registered with the SEC pursuant to a Registration
Statement filed on August 12, 1998. The Senior Discount Notes were issued at a
discount and generated net proceeds of $192.6 million to LIN Holdings. The
Senior Discount Notes are unsecured senior obligations of LIN Holdings and are
not guaranteed. Cash interest will not accrue or be payable on the Senior
Discount Notes prior to March 1, 2003. Thereafter, cash interest will accrue at
a rate of 10% per annum and will be payable semi-annually in arrears commencing
on September 1, 2003. The effective interest rate of the Senior Discount Notes
is 11.0% on an annual basis.
NOTE 6 - INVESTMENTS:
JOINT VENTURE WITH NBC. The Company owns a 20.38% interest in a Joint
Venture with NBC (see Note 2) and accounts for its interest using the equity
method, as the Company does not have a controlling interest. The following
presents the summarized financial information of the Joint Venture (in
thousands):
9
<PAGE> 12
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
<TABLE>
<CAPTION>
Period from
Nine months ended March 3 to
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Net revenues ................................ $100,630 $79,840
Operating income ............................ 29,867 15,811
Net loss .................................... (17,918) (21,740)
</TABLE>
<TABLE>
<CAPTION>
As of As of
September 30, 1999 December 31, 1998
------------------ -----------------
<S> <C> <C>
Current assets .............................. $ 20,619 $ 2,507
Non-current assets .......................... 245,196 249,441
Current liabilities ......................... 16,310 550
Non-current liabilities ..................... 815,500 815,500
</TABLE>
NOTE 7 - INCOME TAXES:
The provision for (benefit from) income taxes differs from the amount
computed by applying the federal statutory income tax rate of 35% to income
(loss) before income taxes due to the effects of state income taxes and certain
expenses not deductible for tax purposes, primarily the amortization of
goodwill. The current and deferred income taxes of the Company are calculated by
applying Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" to the Company as if it were a separate taxpayer.
NOTE 8 - COMMITMENTS AND CONTINGENCIES:
CHANGES IN FCC OWNERSHIP RULES. Effective November 16, 1999, the Federal
Communications Commission (the "FCC") significantly revised certain of its
broadcast ownership regulations. Among the FCC actions were: 1) relaxing the
current "duopoly" rule to permit substantially more frequent waivers of the rule
and permitting ownership of two television stations in a local market under
certain circumstances; 2) determining that television local marketing agreements
(LMAs) were equivalent to ownership for purposes of the local ownership rules
and thus permissible only where ownership was permissible; 3) grandfathering
television LMAs entered into prior to November 5, 1996, until at least after the
conclusion of a rulemaking to be initiated no sooner than 2004 examining whether
it would be in the public interest to permit such combinations to continue; 4)
permitting the free transferability of grandfathered LMAs during the grandfather
period but limiting the transferability of television duopolies; and 5)
modifying the FCC's radio-television cross-ownership rules to permit the
possession of "attributable" ownership interests in a maximum of two television
stations and six radio stations in larger markets and two television and four
radio stations in smaller markets.
The new rules are still subject to potentially significant amendments in
response to numerous petitions for reconsideration from parties seeking on the
one hand to make them more restrictive and on the other to relax them further,
and are expected to be the subject of a variety of judicial challenges. As the
rules are currently formulated, it appears that: 1) the four LMAs the Company
has entered into in the Grand Rapids, New Haven, Austin and Norfolk markets are
grandfathered; 2) these four combinations are probably eligible for waivers of
the duopoly rule and the Company will likely be able to convert those LMAs to
ownership interests through the exercise of option rights with respect to each
of those stations prior to the expiration of the
10
<PAGE> 13
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
grandfather period; and 3) the rules permit the continued cross-ownership by the
Company and AMFM Inc., respectively, of the television and radio stations
currently owned by those companies in the Grand Rapids, Hartford-New Haven,
Austin, and Indianapolis markets. (Stations owned by the Company and AMFM Inc.
are each attributable to the other company for purposes of the radio-television
cross-ownership rule.) There can be no assurances however that the rules will be
implemented or interpreted in such a manner. The Company is still evaluating
whether and when to exercise its options to purchase each of the LMA stations.
OTHER CONTINGENCIES. In September 1999, AMFM Inc., which owns more than 400
radio stations, announced its intention to merge with Clear Channel
Communications, a company which owns more than 500 radio stations and 19
television stations. The television and radio interests owned by the proposed
combined entity would also be attributable to the Company for purposes of the
radio-television cross-ownership rule and the television duopoly rule. Clear
Channel has announced its intention to make whatever divestitures are necessary
to bring it into compliance with the FCC's ownership rules prior to the merger
but the ownership interests of Clear Channel could in the future limit the
ability of the Company to acquire more television stations.
LITIGATION. On September 4, 1997, the Company announced that it had learned
of four lawsuits regarding the then proposed acquisition of LIN Television. The
Company and all of its then present directors are defendants in all of the
lawsuits. AT&T is a defendant in three of the lawsuits, and an AT&T affiliate
and Hicks Muse are defendants in one of the lawsuits. Each of the lawsuits was
filed by a purported shareholder of the Company seeking to represent a putative
class of all the Company's public stockholders. Three of the four lawsuits were
filed in the Delaware Court of Chancery, while the fourth lawsuit was filed in
the New York Supreme Court.
While the allegations of the complaints are not identical, all of the
lawsuits basically assert that the terms of the original merger agreement were
not in the best interests of the Company's public stockholders. All of the
complaints allege breach of fiduciary duty in approving the merger agreement.
Two of the complaints also allege breach of fiduciary duty in connection with
the sale of the television station WOOD-TV by AT&T to LIN Television and the
amendment to a Private Market Value Guarantee Agreement that was entered into
simultaneously with the first merger agreement. The complaints seek the
preliminary and permanent enjoinment of the merger or alternatively seek damages
in an unspecified amount. The complaints have not been amended to reflect the
terms of the merger itself. The plaintiffs in each of the actions have agreed to
an indefinite extension of time for each of the defendants served to respond to
the respective complaints. No discovery has taken place.
In addition, the Company currently and from time to time is involved in
litigation incidental to the conduct of its business. In the opinion of the
Company's management, none of such litigation as of September 30, 1999 is likely
to have a material adverse effect on the financial position, results of
operations or cash flows of the Company.
NOTE 9 - NEW ACCOUNTING PRONOUNCEMENTS:
On July 7, 1999, the Financial Accounting Standards Board issued Statement
of Accounting Standards No. 137 ("SFAS 137"), "Accounting for Derivative
Instruments and Hedging Activities Deferral of the Effective Date of FASB
Statement No. 133 - an amendment to FASB Statement No. 133." SFAS 137 defers the
implementation of SFAS 133 by one year. SFAS 133, as amended by SFAS 137, is
effective for fiscal quarters beginning after January 1, 2001 for the Company
and its adoption is not expected to have a material impact on the Company's
financial position or results of operations.
11
<PAGE> 14
LIN TELEVISION CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except number of shares)
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
------------------ -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 19,746 $ 41,349
Accounts receivable, less allowances for
doubtful accounts (1999 - $1,751; 1998 $1,880) 42,870 40,917
Program rights 12,932 9,671
Other current assets 661 916
----------- -----------
Total current assets 76,209 92,853
Property and equipment, net 129,182 131,758
Deferred financing costs 32,116 35,109
Investment in joint venture 67,174 70,692
Investment in Southwest Sports Group, at cost 49,250 --
Program rights 5,245 4,636
Other intangible assets, net 1,491,385 1,444,600
Other noncurrent assets 5,607 9,530
----------- -----------
TOTAL ASSETS $ 1,856,168 $ 1,789,178
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,404 $ 8,917
Program obligations 13,309 9,990
Accrued income taxes 14,524 10,035
Current portion of long-term debt 14,741 15,063
KXTX Management fee payable -- 4,175
Accrued interest expense 2,375 9,154
Other accruals 18,149 18,548
----------- -----------
Total current liabilities 70,502 75,882
Long-term debt, excluding current portion 547,099 451,952
Deferred income taxes 522,680 519,207
Program obligations 5,057 4,640
Other noncurrent liabilities 6,726 6,535
----------- -----------
Total liabilities 1,152,064 1,058,216
----------- -----------
Commitments and Contingencies (Note 8)
Stockholders' equity:
Preferred stock, $0.01 par value:
Authorized shares - (1999 - none, 1998 - none) -- --
Common stock, $0.01 par value:
Authorized shares - (1999 - 1,000, 1998 - 1,000) -- --
Additional paid-in capital 746,352 746,522
Accumulated deficit (42,248) (15,560)
----------- -----------
Total stockholders' equity 704,104 730,962
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,856,168 $ 1,789,178
=========== ===========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
NOTE - The December 31, 1998 information is derived from the audited financial
statements at that date.
12
<PAGE> 15
LIN TELEVISION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
<TABLE>
<CAPTION>
------------------ ------------------ ----------------- ------------------ -------------
Three Months Three Months Nine Months Period from Predecessor
Ended Ended Ended March 3 - Period from
September 30, 1999 September 30, 1998 September 30, 1999 September 30, 1999 January 1 -
(Unaudited) (Unaudited) (Unaudited) (Unaudited) March 2, 1998
------------------ ------------------ ------------------ ------------------ -------------
<S> <C> <C> <C> <C> <C>
Net revenues ........................... $ 52,377 $ 55,778 $ 153,616 $ 133,770 $ 43,804
Operating costs and expenses:
Direct operating ..................... 14,325 16,520 40,964 37,254 11,117
Selling, general and administrative... 11,187 12,484 35,337 30,848 11,701
Corporate ............................ 2,440 2,216 6,353 4,970 1,170
KXTX Management Fee .................. 0 3,055 1,178 3,055 --
Amortization of program rights ....... 3,340 3,187 9,970 7,243 2,743
Depreciation and amortization ........ 14,752 13,750 42,754 31,855 4,581
--------- --------- --------- --------- ---------
Total operating costs and expenses ..... 46,044 51,212 136,556 115,225 31,312
========= ========= ========= ========= =========
Operating income ....................... 6,333 4,566 17,060 18,545 12,492
Other (income) expense:
Interest expense ..................... 11,227 10,526 31,987 24,956 2,764
Investment income .................... (938) (451) (2,237) (738) (98)
Share of loss in joint venture ....... 1,693 2,560 3,811 4,722 244
Loss on disposition of KXTX-TV ....... -- -- 2,212 -- --
Merger expense ....................... -- -- -- -- 8,616
Other, net ........................... 137 -- (157) -- --
--------- --------- --------- --------- ---------
Total other expense .................... 12,119 12,635 35,616 28,940 11,526
========= ========= ========= ========= =========
Income (loss) before provision for
Income taxes ......................... (5,786) (8,069) (18,556) (10,395) 966
Provision for income taxes ............. 5,104 715 8,132 3,481 3,710
--------- --------- --------- --------- ---------
Net loss ............................... $ (10,890) $ (8,784) $ (26,688) $ (13,876) $ (2,744)
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
Note - The January 1 - March 2, 1998 information is derived from the audited
financial statements for that period.
13
<PAGE> 16
LIN TELEVISION CORPORATION
Condensed Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended Period from March 3-
September 30, 1999 September 30, 1998 Period from January
(unaudited) (unaudited) 1 - March 2, 1998
------------------ -------------------- -------------------
<S> <C> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 4,654 $ 35,756 $ 8,416
----------- ----------- -----------
INVESTING ACTIVITIES:
Capital expenditures (14,403) (6,133) (1,221)
Proceeds from asset disposals 6,560 46 3
Liquidating dividend on investment in SSDB 5,066 -- --
Investment in joint venture -- (250) (250)
Acquisition of WOOD-TV and WOTV-TV, net of cash acquired (118,100) -- --
Acquisition of LIN Television Corporation, net of cash acquired -- (1,723,656) --
----------- ----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (120,877) (1,729,993) (1,468)
----------- ----------- -----------
FINANCING ACTIVITIES:
Proceeds from exercises of stock options and stock units, and sale of
Employee Stock Purchase Plan shares (171) (75) 1,071
Principal payments on long-term debt (16,209) (260,000) --
Proceeds from long-term debt 111,000 469,298 --
Loan fees incurred on long-term debt -- (38,434) --
Proceeds from GECC note -- 815,500 --
Proceeds from sale of common stock -- 744,977 --
Proceeds from capital contribution -- 1,000 --
----------- ----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 94,620 1,732,266 1,071
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents (21,603) 38,029 8,019
Cash and cash equivalents at the beginning of the period 41,349 -- 8,046
----------- ----------- -----------
Cash and cash equivalents at the end of the period $ 19,746 $ 38,029 $ 16,065
=========== =========== ===========
SCHEDULE OF NONCASH INVESTING ACTIVITIES
Value of Preferred Units received on disposal of KXTX-TV $ 47,000 $ -- $ --
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
NOTE - The January 1 - March 2, 1998 information is derived from the audited
financial statements for that period.
14
<PAGE> 17
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE 1 - BASIS OF PRESENTATION:
LIN Television Corporation, together with its subsidiaries (together,
solely with respect to these notes to the condensed consolidated financial
statements, the "Company" or "LIN Television"), is a television station group
operator in the United States and Puerto Rico that owns nine television
stations, eight of which are network-affiliated television stations.
Additionally, the Company has local marketing agreements ("LMAs") under which it
programs four other stations in the markets in which it operates.
All of the Company's direct and indirect consolidated subsidiaries fully
and unconditionally guarantee the Company's Senior Subordinated Notes (see Note
5) on a joint and several basis.
These condensed consolidated financial statements have been prepared
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC"). 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 statements should be read in conjunction with the
Company's annual report on Form 10-K for the fiscal year ended December 31,1998.
In the opinion of management, the accompanying unaudited interim financial
statements contain all adjustments (consisting of normal recurring adjustments)
necessary to summarize fairly the financial position, results of operations and
cash flows of the Company and its subsidiaries for the periods presented. The
interim results of operations are not necessarily indicative of the results to
be expected for the full year.
NOTE 2 - BUSINESS COMBINATIONS:
LIN Holdings Corp. ("LIN Holdings") and LIN Acquisition Company, both
affiliates of Hicks, Muse, Tate & Furst Incorporated ("Hicks Muse") entered into
an Agreement and Plan of Merger with LIN Television on August 12, 1997 (as
amended, the "Merger Agreement"). Pursuant to, and upon the terms and conditions
of, the Merger Agreement, LIN Holdings acquired LIN Television (the
"Acquisition") on March 3, 1998 by merging LIN Acquisition Company, its
wholly-owned subsidiary, with and into LIN Television (the "Merger"), with LIN
Television surviving the merger and becoming a direct, wholly-owned subsidiary
of LIN Holdings. The total purchase price for the common equity of LIN
Television was approximately $1.7 billion. In addition, the Company refinanced
$260.2 million of its indebtedness and incurred acquisition costs of
approximately $32.2 million.
The Acquisition was funded by:
(i) $6.9 million of excess cash on LIN Television's balance sheet;
(ii) $50.0 million aggregate principal amount of senior secured Tranche A term
loans ("Tranche A Term Loans");
(iii) $120.0 million aggregate principal of senior secured Tranche B term loans
("Tranche B Term Loans"); (iv) $299.3 million of gross proceeds from the
issuance of $300.0 million aggregate principal amount of 8 3/8% senior
subordinated notes due 2008 ("Senior Subordinated Notes");
(v) $199.6 million of gross proceeds from the issuance by LIN Holdings of
$325.0 million aggregate principal amount at maturity of 10% senior
discount notes due 2008 ("Senior
15
<PAGE> 18
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Discount Notes"), which proceeds were contributed by LIN Holdings to the
common equity of LIN Television;
(vi) $815.5 million of proceeds from the GECC Note (see below); and
(vii) $558.1 million of common equity provided by affiliates of Hicks Muse,
management and other co-investors to the equity of the corporate parents
of LIN Holdings, which in turn, through LIN Holdings, contributed such
amount to the common equity of LIN Holdings and LIN Television.
The Senior Subordinated Notes and the Senior Discount Notes were
subsequently registered with the SEC.
JOINT VENTURE WITH NBC. In connection with the Acquisition, the Company and
National Broadcasting Company ("NBC") formed a television station joint venture
(the "Joint Venture"). The Joint Venture consists of KXAS-TV, formerly LIN
Television's Dallas-Fort Worth NBC affiliate, and KNSD-TV, formerly NBC's San
Diego station. A wholly-owned subsidiary of NBC is the general partner of the
Joint Venture (the "NBC General Partner") and NBC operates the stations owned by
the Joint Venture. The NBC General Partner holds an approximate 80% equity
interest and the Company holds an approximate 20% equity interest in the Joint
Venture (see Note 6). General Electric Capital Corporation ("GECC") provided
debt financing for the Joint Venture in the form of an $815.5 million 25-year
non-amortizing senior secured note bearing an initial interest rate of 8.0% per
annum (the "GECC Note"). The Company expects that the interest payments on the
GECC Note will be serviced solely by the cash flows of the Joint Venture.
The GECC Note was issued by LIN Television of Texas, L.P., an indirect
wholly owned partnership ("LIN Texas"), which loaned the proceeds to the Company
to finance a portion of the cost of the Acquisition. The obligations to GECC
under the GECC Note were assumed by the Joint Venture and LIN Texas was
simultaneously released from all obligations under the GECC Note. The GECC Note
is not an obligation of the Company or any of its subsidiaries, and has recourse
only to the Joint Venture, the Company's equity interest therein and to one of
LIN Holdings' two corporate parents pursuant to a guarantee.
NOTE 3 - RECENT DEVELOPMENTS:
KXTX-TV. On June 3, 1999, LIN Texas contributed all of the assets of
KXTX-TV to Southwest Sports Group Holdings LLC, Inc. ("SSG Holdings" or "SSG"),
a Texas limited liability company and an entity in which a partner of Hicks Muse
has a substantial economic interest. In exchange, LIN Texas received 500,000
units of SSG's Series A Preferred Units, par value $100.00 per unit ("SSG
Preferred Units"). The Company has assigned a value of $47.0 million to the SSG
Preferred Units. The SSG Preferred Units are entitled to receive non-liquidating
distributions prior to any junior ranked units of SSG Holdings in an amount
equal to $100 per Preferred Unit, minus the amount of previously made
distributions, plus an amount of interest thereon at a rate of 6% per annum
compounded annually beginning January 1, 1999. The Company has recorded $2.2
million of interest on the Series A Preferred Units. As of September 30, 1999,
no distributions have been made with respect to the preferred units.
SSG has the option at any time to redeem in whole or in part the
outstanding Series A Preferred Units for an amount equal to par plus imputed
interest at the rate of 6% from January 1, 1999 to the redemption date. The
Company has the right to convert its Series A Preferred Units into Class A Units
at the earlier of (a) the date of consummation by SSG of an
16
<PAGE> 19
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
underwritten initial public offering of the Class A units, (b) a change of
control, or (c) the date that is three years following the date of the first
issuance of the Series A Preferred Units.
WOOD AND WOTV. On June 30, 1999, the Company acquired from AT&T Corporation
("AT&T") the assets of WOOD-TV and the LMA rights related to WOTV-TV
(collectively, the "Grand Rapids Stations"), both of which stations are located
in the Grand Rapids-Kalamazoo-Battle Creek market (the "Grand Rapids
Acquisition"). The Company had provided management services to the Grand Rapids
Stations pursuant to a consulting agreement with AT&T. The total purchase price
for the Grand Rapids Acquisition was approximately $142.4 million, including
direct costs of the acquisition. The Grand Rapids Acquisition was funded by the
combination of operating funds and $93.0 million of additional Tranche A Term
Loan (see Note 5).
The acquisition was accounted for as a purchase and accordingly, the
purchase price, including direct costs of the acquisition, was allocated to the
assets acquired and liabilities assumed based on their fair values at the date
of the acquisition. These fair values are subject to adjustment when additional
information concerning asset and liability valuations is finalized. The excess
of the purchase price over the fair value of the net tangible assets acquired
has been allocated to intangible assets, primarily FCC licenses and network
affiliations. The results of operations associated with the acquired business
are included in the consolidated results of the Company from the acquisition
date. The following summarizes unaudited pro forma consolidated results of
operations as if the Grand Rapids Acquisition had taken place as of the
beginning of the periods presented (in thousands):
<TABLE>
<CAPTION>
Nine months Nine months
ended ended
9/30/99 9/30/98
----------- -----------
<S> <C> <C>
Net Revenues ................................. $ 169,522 $ 187,540
Operating Income.............................. 21,942 25,743
Net Loss ..................................... (24,878) (15,868)
</TABLE>
The pro forma data give effect to actual operating results prior to the
acquisition and adjustments to interest expense, amortization and income taxes.
No effect has been given to cost reductions or operating synergies in this
presentation. The pro forma results do not necessarily represent results that
would have occurred if the acquisition had taken place as of the beginning of
the periods presented, nor are they necessarily indicative of the results of
future operations.
NETWORK AFFILIATIONS. On July 15, 1999, the Company entered into an
amendment to its existing network agreement with American Broadcasting Company
("ABC"). This amendment calls for the Company to make payments to ABC for the
rights to broadcast National Football League ("NFL") games. In exchange, the
Company will receive eight additional prime time program spots per week. The
Company operates three stations affiliated with ABC WAND in Decatur, Illinois,
WTNH in New Haven, Connecticut, and WOTV, an LMA station in Battle Creek,
Michigan.
On April 6, 1999, Fox Broadcasting Company ("Fox") informed the Company of
the network's plan to reduce the inventory of the commercial time in Fox prime
time programming allocated to its affiliates by approximately 22%, or to allow
the affiliates to buy-back that inventory plus additional network inventory. The
Company has one station affiliated with Fox --
17
<PAGE> 20
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
WVBT, an LMA station in Norfolk, Virginia. WVBT-TV has elected to buy additional
commercial time from Fox.
PEGASUS BROADCASTING L.L.C. On October 19, 1999 the Company acquired from
NBC and GECC, 100% of NBC's interest in Pegasus Broadcasting of San Juan, L.L.C.
("Pegasus Broadcasting"), the owner and operator of WAPA-TV, an independent
station located in San Juan, Puerto Rico (the "Pegasus Acquisition"). The total
purchase price for the Pegasus Acquisition was approximately $71.6 million in
cash, including direct costs of the acquisition. The Pegasus Acquisition was
funded by a combination of operating funds and $60.0 million of borrowing under
the Company's incremental term loan facility (see Note 5). The acquisition will
be accounted for as a purchase and the results of operations associated with the
acquired business will be included in the consolidated results of the Company
from the acquisition date.
NOTE 4 - RELATED PARTY TRANSACTIONS:
ACQUISITION OF LIN TELEVISION. In connection with the Acquisition (see Note
2), LIN Holdings and LIN Television (collectively, the "Clients") entered into a
ten-year agreement (the "Monitoring and Oversight Agreement") with Hicks, Muse &
Co. Partners, L.P., ("Hicks Muse Partners"), an affiliate of Hicks Muse,
pursuant to which the Clients agreed to pay Hicks Muse Partners an annual fee
(payable quarterly) for oversight and monitoring services. The aggregate annual
fee is adjustable on January 1 of each calendar year to an amount equal to 1.0%
of the budgeted consolidated annual earnings before interest, tax, depreciation
and amortization ("EBITDA") of LIN Holdings and its subsidiaries for the then
current fiscal year. Upon the acquisition by LIN Holdings and its subsidiaries
of another entity or business, the fee is adjusted prospectively in the same
manner using the pro forma consolidated annual EBITDA of LIN Holdings and it
subsidiaries. In no event shall the annual fee be less than $1,000,000. Hicks
Muse Partners is also entitled to reimbursement for any expenses incurred by it
in connection with rendering services allocable to LIN Holdings or LIN
Television. The fee for the three and nine months ended September 30, 1999 was
$275,250 and $775,250 respectively. The fee for the period from March 3, 1998 to
September 30, 1998 was $583,000 and the fee for the three months ended September
1998 was $250,000.
In connection with the Acquisition, the Clients also entered into a
ten-year agreement (the "Financial Advisory Agreement") with Hicks Muse
Partners, pursuant to which Hicks Muse Partners received a financial advisory
fee at the closing of the Acquisition as compensation for its services as
financial advisor to the Clients in connection with the Acquisition. Hicks Muse
Partners also is entitled to receive a fee equal to 1.5% of the "transaction
value" (as defined below) for each "subsequent transaction" (as defined below)
in which either LIN Holdings or LIN Television is involved. The term
"transaction value" means the total value of the subsequent transaction
including without limitation, the aggregate amount of the funds required to
complete the subsequent transaction (excluding any fees payable pursuant to the
Financial Advisory Agreement), including the amount of any indebtedness,
preferred stock or similar obligations assumed (or remaining outstanding). The
term "subsequent transaction" means any future proposal for a tender offer,
acquisition, sale, merger, exchange offer, recapitalization, restructuring or
other similar transaction directly involving LIN Holdings or any of its
subsidiaries, and any other person or entity. The fee for the nine months ended
September 30, 1999 was approximately $1.9 million, related to the WOOD-TV and
WOTV-TV acquisition. There were no such transaction fees in 1998.
18
<PAGE> 21
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Prior to June 1999, LIN Holdings leased an aircraft to AMFM Inc., a related
party and an entity in which Hicks Muse has a substantial economic interest,
pursuant to an existing lease agreement. In June 1999, LIN Holdings sold the
aircraft to AMFM Inc. for approximately $6.6 million and terminated the lease
agreement. The transaction with AMFM Inc. reimbursed LIN Holdings for all costs
associated with the plane, including the original purchase price.
INVESTMENT IN SPECIAL SERVICES DELAWARE B, INC. In October 1998, the
Company invested $7.1 million for 25% of the capital stock of Special Services
Delaware B, Inc. ("SSDB"), a company that owned and leased an aircraft to AMFM
Inc., an entity in which Hicks Muse has a substantial economic interest. Ranger
Equity Holdings A Corp., a subsidiary of Ranger Equity Holdings Corporation, a
parent company, invested $21.4 million for the remaining 75% capital stock of
SSDB. The Company accounts for its interest in SSDB using the equity method, as
the company does not have a controlling interest. The results of SSDB were
immaterial for all periods presented. In June 1999, SSDB sold the aircraft to a
third party and terminated the lease agreement with AMFM Inc. The sales proceeds
from the aircraft were distributed to the shareholders as a liquidating dividend
in proportion to their equity interests. The Company's portion of the
liquidating dividend was $5.1 million. In addition, the Company received $2.0
million from AMFM Inc. as reimbursement for costs associated with the plane.
JOINT VENTURE WITH 21ST CENTURY GROUP LLC. In August 1999, the Company and
21st Century Group LLC ("21st Century"), an entity in which Hicks Muse has a
substantial economic interest, announced the formation of a television station
joint venture, Banks Broadcasting. The Company and 21st Century also announced
the first transaction of the joint venture, the entry into a local marketing
agreement to build and develop a new WB affiliate serving the Wichita, Kansas
DMA. As of September 30, 1999, the Company has provided funding of $2.9 million
to the venture. The financial position and results of operations for the venture
are immaterial for all periods presented.
NOTE 5 - LONG-TERM DEBT:
Long-term debt consisted of the following (in thousands):
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
<S> <C> <C>
Senior Credit Facilities .................... $ 262,466 $ 167,678
$300,000 8 3/8% Senior Subordinated Notes
due 2008 (net of a discount of $626) ....... 299,374 299,337
--------- ---------
Total debt .................................. 561,840 467,015
Less current portion ........................ (14,741) (15,063)
--------- ---------
Total long-term debt ........................ $ 547,099 $ 451,952
--------- ---------
</TABLE>
SENIOR CREDIT FACILITIES. On March 3, 1998, LIN Holdings and the Company
entered into a credit agreement (the "Credit Agreement") with the Chase
Manhattan Bank, as administrative agent (the "Agent"), and the lenders named
therein. Under the Credit Agreement, LIN Television established a $295 million
term loan facility, a $50 million revolving facility, and a $225 million
incremental term loan facility (collectively, the "Senior Credit Facilities").
Borrowings under the Senior Credit Facilities and part of the proceeds from the
8 3/8% Senior Subordinated Notes were used to repay LIN Television's existing
debt.
19
<PAGE> 22
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Borrowings under the Senior Credit Facilities bear interest at a rate
based, at the option of the Company, on an adjusted London interbank offered
rate ("Adjusted LIBOR"), or the highest of the Agent's prime rates, certificate
of deposits rate plus 1.00%, or the Federal Funds effective rate plus 1/2 of
1.00% (the "Alternate Base Rate"), plus an incremental rate based on the
Company's financial performance. As of September 30, 1999, the interest rates on
the $50 million Tranche A term loan, the $120 million Tranche B term loan, and
the delayed Tranche A term loan ranged between 6.63% and 7.66%, based on the
Adjusted LIBOR. The Company is required to pay quarterly commitment fees ranging
from 0.25% to 0.50%, based upon the Company's leverage ratio for that particular
quarter, on the unused portion of the loan commitment, in addition to annual
agency and other administration fees.
The obligations of the Company under the Senior Credit Facilities are
unconditionally and irrevocably guaranteed, jointly and severally, by LIN
Holdings and by each existing and subsequently acquired subsidiary. In addition,
substantially all of the assets of the Company and its subsidiaries are pledged
as collateral against the performance of these obligations. Mandatory quarterly
principal repayments of amounts outstanding under the Senior Credit Facilities
commenced on December 31, 1998. The Company's ability to make additional
borrowings under the Senior Credit Facilities is subject to compliance with
certain financial covenants and other conditions set forth in the Credit
Agreement.
SENIOR SUBORDINATED NOTES: On March 3, 1998, the Company issued $300
million aggregate principal amount of 8 3/8% Senior Subordinated Notes due 2008
in a private placement for net proceeds of $290.3 million. Such Senior
Subordinated Notes were subsequently registered with the SEC pursuant to a
Registration Statement filed on August 12, 1998. The Senior Subordinated Notes
are obligations of the Company, without collateral rights, subordinated in right
of payment to all existing and any future senior indebtedness of the Company.
The Senior Subordinated Notes are fully and unconditionally guaranteed, on a
joint and several basis, by all wholly-owned subsidiaries of the Company.
Interest on the Senior Subordinated Notes accrues at a rate of 8 3/8% per annum
and is payable in cash, semi-annually in arrears, which commenced on September
1, 1998. The effective interest rate on the Senior Subordinated Notes is 8.4% on
an annual basis.
NOTE 6 - INVESTMENTS:
JOINT VENTURE WITH NBC. The Company owns a 20.38% interest in a Joint
Venture with NBC (see Note 2) and accounts for its interest using the equity
method, as the Company does not have a controlling interest. The following
presents the summarized financial information of the Joint Venture (in
thousands):
20
<PAGE> 23
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
<TABLE>
<CAPTION>
Period from
Nine months ended March 3 to
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Net revenues ................................ $100,630 $79,840
Operating income ............................ 29,867 15,811
Net loss .................................... (17,918) (21,740)
</TABLE>
<TABLE>
<CAPTION>
As of As of
September 30, 1999 December 31, 1998
------------------ -----------------
<S> <C> <C>
Current assets .............................. $ 20,619 $ 2,507
Non-current assets .......................... 245,196 249,441
Current liabilities ......................... 16,310 550
Non-current liabilities ..................... 815,500 815,500
</TABLE>
NOTE 7 - INCOME TAXES:
The provision for (benefit from) income taxes differs from the amount
computed by applying the federal statutory income tax rate of 35% to income
(loss) before income taxes due to the effects of state income taxes and certain
expenses not deductible for tax purposes, primarily the amortization of
goodwill. The current and deferred income taxes of the Company are calculated by
applying Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" to the Company as if it were a separate taxpayer.
NOTE 8 - COMMITMENTS AND CONTINGENCIES:
CHANGES IN FCC OWNERSHIP RULES. Effective November 16, 1999, the Federal
Communications Commission (the "FCC") significantly revised certain of its
broadcast ownership regulations. Among the FCC actions were: 1) relaxing the
current "duopoly" rule to permit substantially more frequent waivers of the rule
and permitting ownership of two television stations in a local market under
certain circumstances; 2) determining that television local marketing agreements
(LMAs) were equivalent to ownership for purposes of the local ownership rules
and thus permissible only where ownership was permissible; 3) grandfathering
television LMAs entered into prior to November 5, 1996, until at least after the
conclusion of a rulemaking to be initiated no sooner than 2004 examining whether
it would be in the public interest to permit such combinations to continue; 4)
permitting the free transferability of grandfathered LMAs during the grandfather
period but limiting the transferability of television duopolies; and 5)
modifying the FCC's radio-television cross-ownership rules to permit the
possession of "attributable" ownership interests in a maximum of two television
stations and six radio stations in larger markets and two television and four
radio stations in smaller markets.
The new rules are still subject to potentially significant amendments in
response to numerous petitions for reconsideration from parties seeking on the
one hand to make them more restrictive and on the other to relax them further,
and are expected to be the subject of a variety of judicial challenges. As the
rules are currently formulated, it appears that: 1) the four LMAs the Company
has entered into in the Grand Rapids, New Haven, Austin and Norfolk markets are
grandfathered; 2) these four combinations are probably eligible for waivers of
the duopoly rule and the Company will likely be able to convert those LMAs to
ownership interests through the exercise of option rights with respect to each
of those stations prior to the expiration of the grandfather period; and 3) the
rules permit the continued cross-ownership by the Company and AMFM Inc.,
respectively, of the television and radio stations currently owned by those
21
<PAGE> 24
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
companies in the Grand Rapids, Hartford-New Haven, Austin, and Indianapolis
markets. (Stations owned by the Company and AMFM Inc. are each attributable to
the other company for purposes of the radio-television cross-ownership rule.)
There can be no assurances however that the rules will be implemented or
interpreted in such a manner. The Company is still evaluating whether and when
to exercise its options to purchase each of the LMA stations.
OTHER CONTINGENCIES. In September 1999, AMFM Inc., which owns more than 400
radio stations, announced its intention to merge with Clear Channel
Communications, a company which owns more than 500 radio stations and 19
television stations. The television and radio interests owned by the proposed
combined entity would also be attributable to the Company for purposes of the
radio-television cross-ownership rule and the television duopoly rule. Clear
Channel has announced its intention to make whatever divestitures are necessary
to bring it into compliance with the FCC's ownership rules prior to the merger
but the ownership interests of Clear Channel could in the future limit the
ability of the Company to acquire more television stations.
LITIGATION. On September 4, 1997, the Company announced that it had learned
of four lawsuits regarding the then proposed acquisition of LIN Television. The
Company and all of its then present directors are defendants in all of the
lawsuits. AT&T is a defendant in three of the lawsuits, and an AT&T affiliate
and Hicks Muse are defendants in one of the lawsuits. Each of the lawsuits was
filed by a purported shareholder of the Company seeking to represent a putative
class of all the Company's public stockholders. Three of the four lawsuits were
filed in the Delaware Court of Chancery, while the fourth lawsuit was filed in
the New York Supreme Court.
While the allegations of the complaints are not identical, all of the
lawsuits basically assert that the terms of the original merger agreement were
not in the best interests of the Company's public stockholders. All of the
complaints allege breach of fiduciary duty in approving the merger agreement.
Two of the complaints also allege breach of fiduciary duty in connection with
the sale of the television station WOOD-TV by AT&T to LIN Television and the
amendment to a Private Market Value Guarantee Agreement that was entered into
simultaneously with the first merger agreement. The complaints seek the
preliminary and permanent enjoinment of the merger or alternatively seek damages
in an unspecified amount. The complaints have not been amended to reflect the
terms of the merger itself. The plaintiffs in each of the actions have agreed to
an indefinite extension of time for each of the defendants served to respond to
the respective complaints. No discovery has taken place.
In addition, the Company currently and from time to time is involved in
litigation incidental to the conduct of its business. In the opinion of the
Company's management, none of such litigation as of September 30, 1999 is likely
to have a material adverse effect on the financial position, results of
operations, or cash flows of the Company.
NOTE 9 - NEW ACCOUNTING PRONOUNCEMENTS:
On July 7, 1999, the Financial Accounting Standards Board issued Statement
of Accounting Standards No. 137 ("SFAS 137"), "Accounting for Derivative
Instruments and Hedging Activities Deferral of the Effective Date of FASB
Statement No. 133 - an amendment to FASB Statement No. 133." SFAS 137 defers the
implementation of SFAS 133 by one year. SFAS 133, as amended by SFAS 137, is
effective for fiscal quarters beginning after January 1, 2001 for the Company
and its adoption is not expected to have a material impact on the Company's
financial position or results of operations.
22
<PAGE> 25
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Forward-Looking Statements
Certain statements in this Section and elsewhere in this report are
forward-looking in nature and relate to trends and events that may affect the
future financial position and operating results of LIN Holdings Corp. ("LIN
Holdings") and its subsidiaries, including LIN Television Corporation ("LIN
Television"), together, the "Company." When used in this report, the words
"believes," "anticipated," "intends," and similar expressions are intended to
identify forward-looking statements. There are a number of risks, uncertainties
and 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, changes in advertising, demand,
technological changes, regulatory changes, including the FCC ownership rules,
acquisitions and dispositions, as well as other risks detailed in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998.
Readers are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof. The Company undertakes no
obligation to update publicly forward-looking statements, whether as a result of
new information, future events or otherwise.
Business
The Company is a television station group operator in the United States and
Puerto Rico that owns nine television stations, eight of which are
network-affiliated television stations. Additionally, the Company has local
marketing agreements ("LMAs") under which it provides programming for four other
stations in the markets in which it operates.
Recent Developments
KXTX-TV. On June 3, 1999, LIN Texas contributed all of the assets of
KXTX-TV to Southwest Sports Group Holdings LLC, Inc. ("SSG Holdings" or "SSG"),
a Texas limited liability company and an entity in which a partner of Hicks Muse
has a substantial economic interest. In exchange, LIN Texas received 500,000
units of SSG's Series A Preferred Units, par value $100.00 per unit ("SSG
Preferred Units"). The Company has assigned a value of $47.0 million to the SSG
Preferred Units. The SSG Preferred Units are entitled to receive non-liquidating
distributions prior to any junior ranked units of SSG Holdings in an amount
equal to $100 per Preferred Unit, minus the amount of previously made
distributions, plus an amount of interest thereon at a rate of 6% per annum
compounded annually beginning January 1, 1999. The Company has recorded $2.2
million of interest on the Series A Preferred Units. As of September 30, 1999,
no distributions have been made with respect to the preferred units.
SSG has the option at any time to redeem in whole or in part the
outstanding Series A Preferred Units for an amount equal to par plus imputed
interest at the rate of 6% from January 1, 1999 to the redemption date. The
Company has the right to convert its Series A Preferred Units into Class A Units
at the earlier of (a) the date of consummation by SSG of an underwritten initial
public offering of the Class A units, (b) a change of control, or (c) the date
that is three years following the date of the first issuance of the Series A
Preferred Units.
WOOD AND WOTV. On June 30, 1999, the Company acquired from AT&T Corporation
("AT&T") the assets of WOOD-TV and the LMA rights related to WOTV-TV
(collectively, the "Grand Rapids Stations"), both of which stations are located
in the Grand Rapids-Kalamazoo-Battle Creek market (the "Grand Rapids
Acquisition"). The Company had
23
<PAGE> 26
provided management services to the Grand Rapids Stations pursuant to a
consulting agreement with AT&T. The total purchase price for the Grand Rapids
Acquisition was approximately $142.4 million, including direct costs of the
acquisition. The Grand Rapids Acquisition was funded by a combination of
operating funds and $93.0 million of additional Tranche A Term Loans.
The acquisition was accounted for as a purchase and accordingly, the
purchase price, including direct costs of the acquisition, has been allocated to
the assets acquired and liabilities assumed based on their fair values at the
date of the acquisition. These fair values are subject to adjustment when
additional information concerning asset and liability valuations is finalized.
The excess of the purchase price over the fair value of the net tangible assets
acquired has been allocated to intangible assets, primarily FCC licenses and
network affiliations. The results of operations associated with the acquired
business are included in the consolidated results of the Company from the
acquisition date.
NETWORK AFFILIATIONS. On July 15, 1999, the Company entered into an
amendment to its existing network agreement with American Broadcasting Company
("ABC"). This amendment calls for the Company to make payments to ABC for the
rights to broadcast National Football League ("NFL") games. In exchange, the
Company will receive eight additional prime time program spots per week. The
Company has three stations affiliated with ABC - WAND in Decatur, Illinois, WTNH
in New Haven, Connecticut, and WOTV, an LMA station in Battle Creek, Michigan.
On April 6, 1999, Fox Broadcasting Company ("Fox") informed the Company of
the network's plan to reduce the inventory of the commercial time in Fox prime
time programming allocated to its affiliates by approximately 22%, or to allow
the affiliates to buy-back that inventory plus additional network inventory. The
Company has one station affiliated with Fox -- WVBT, an LMA station in Norfolk,
Virginia. WVBT-TV has elected to buy additional commercial time from Fox.
PEGASUS BROADCASTING L.L.C. On October 19, 1999 the Company acquired from
NBC and GECC, 100% of NBC's interest in Pegasus Broadcasting of San Juan, L.L.C.
("Pegasus Broadcasting"), the owner and operator of WAPA-TV, an independent
station located San Juan, Puerto Rico (the "Pegasus Acquisition"). The total
purchase price for the Pegasus Acquisition was approximately $71.6 million in
cash, including direct costs of the acquisition. The Pegasus Acquisition was
funded by the combination of operating funds and $60.0 million of borrowing
under the Company's incremental term loan facility. The acquisition will be
accounted for as a purchase and the results of operations associated with the
acquired business will be included in the consolidated results of the Company
from the acquisition date.
24
<PAGE> 27
Results of Operations
Set forth below are the significant factors that contributed to the
operating results of the Company for the three- and nine-month periods ended
September 30, 1999 and 1998. The Company's results from operations from period
to period are not directly comparable because of the impact of acquisitions and
disposals, including the acquisition of LIN Television by Hicks Muse, and the
associated contribution of KXAS-TV to a joint venture with NBC. Unaudited Pro
forma comparisons have been included where appropriate.
The following table summarizes the impact of the pro forma adjustments
related to the acquisition of LIN Television. These adjustments include
additional depreciation and amortization of intangibles related to the purchase
price allocations, and the contribution of KXAS-TV to a joint venture with NBC.
<TABLE>
<CAPTION>
THREEE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
Pro Forma
September 30, September 30, September 30, September 30, Pro Forma September 30,
1999 1998 1999 1998 Adjustments 1998
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
------------- ------------- ------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Net Revenues $ 52,377 $ 55,778 $153,616 $177,574 $(13,253) $164,321
Operating costs and expenses:
Direct operating 14,325 16,520 40,964 48,371 (2,246) 46,125
Selling, general and administrative 11,187 12,484 35,337 42,549 (2,750) 39,799
Corporate 2,440 2,216 6,353 6,140 -- 6,140
KXTX Management Fee -- 3,055 1,178 3,055 -- 3,055
Amortization of program rights 3,340 3,187 9,970 9,986 (345) 9,641
Depreciation and amortization 14,752 13,750 42,754 36,436 4,542 40,978
-------- -------- -------- -------- -------- --------
Total operating costs and expenses 46,044 51,212 136,556 146,537 (799) 145,738
-------- -------- -------- -------- -------- --------
Operating income (loss) $ 6,333 $ 4,566 $ 17,060 $ 31,037 $(12,454) $ 18,583
======== ======== ======== ======== ======== ========
</TABLE>
Net revenues consist primarily of national and local air time sales, net of
sales adjustments and agency commissions, network compensation, barter revenues
and revenues from the production of local commercials and sports programming.
Total net revenues for the three- and nine month periods ended September 30,
1999 decreased approximately 6.0% to $52.4 million and 6.5% to $153.6 million,
respectively, compared to net revenue of $55.8 million and pro forma net revenue
of $164.3 million for the same periods last year. The decrease is primarily due
to the overall television industry slow-down in the third quarter of 1999,
driven in part by a reduction in political revenue. The nine-month period has
been impacted by the reduction in political revenue and the first quarter loss
of advertising revenue associated with the Winter Olympics that aired on the
Company's CBS stations in 1998 and the University of Connecticut men's
basketball games that aired on the Company's New Haven station in 1998.
Direct operating expenses, consisting primarily of news, engineering,
programming and music licensing costs, decreased 13.1% to $14.4 million and
11.2% to $41.0 million, respectively, for the three- and nine-month periods
ending September 30, 1999. Operating expenses for the same periods last year
were $16.5 million and $46.1 million on a pro forma basis, respectively. The
decrease is primarily the result of the Company's consistent focus on cost
control resulting in lower news costs and lower compensation costs resulting
from hiring delays in certain open full-time positions, and is also impacted by
the acquisition of WOOD-TV and WOTV-TV and disposal of KXTX-TV in June 1999.
Selling, general and administrative expenses decreased approximately 10.4%
to $11.2 million and 11.2% to $35.3 million, respectively, for the three- and
nine-month periods ended
25
<PAGE> 28
September 30, 1999, compared to selling, general and administrative expenses of
$12.5 million and pro forma expenses of $39.8 million, respectively, for the
same periods last year. The decrease primarily resulted from lower sales
commission costs associated with the advertising revenue decrease, as well as
selling expense savings associated with certain renegotiated contracts. In
addition, the Company has incurred lower property taxes as a result of revised
assessments in several states.
Corporate expenses, representing costs associated with the centralized
management of LIN Television's stations, increased 10% to $2.4 million and 3.5%
to $6.4 million, respectively, for the three-and nine- month periods ended
September 30, 1999. Corporate expenses for the same period last year were $2.2
million and pro-forma expenses of $6.1 million, respectively.
Amortization of program rights, representing costs associated with the
acquisition of syndicated programming, features and specials increased 4.8% to
$3.3 million and 3.4% to $10.0 million, respectively, for the three- and
nine-month periods ended September 30, 1999, compared to amortization of program
rights of $3.2 million and pro forma amortization of $9.6 million, respectively,
for the same periods last year.
Depreciation and amortization of intangible assets increased 7.3% to $14.8
million and 4.3% to $42.8 million, respectively, for the three- and nine-month
periods ended September 30, 1999. Depreciation and amortization of intangible
assets totaled $13.8 million and pro forma depreciation and amortization totaled
$41 million, respectively, for the same period last year. The increase is driven
by increases in depreciation associated with increases in equipment associated
with the upcoming transition to digital broadcasting.
For the reasons discussed above, the Company's operating income increased
$1.8 million to $6.3 million for the three- month period ended September 30,
1999 compared to the same period last year and decreased by $1.5 million to
$17.1 million for the nine month period ended September 30, 1999 compared to pro
forma operating income of $18.6 million for the same period last year.
Interest expense increased $1.4 million to $17.0 million and increased $9.0
million to $49.1 million, respectively, for the three- and nine-month periods
ended September 30, 1999, compared to expenses of $15.7 million and expenses of
$40.1 million, respectively, for the same periods last year. The increase for
the three-month period ended September 30, 1999 is the result of increased
borrowings associated with the acquisition of WOOD-TV and WOTV-TV in 1999. The
increase for the nine-month period ended September 30, 1999 was the also result
of the new borrowings under the Senior Credit Facilities and the issuance of the
Senior Subordinated Notes in connection with the Merger. During the first half
of 1998, LIN Television incurred financial and legal advisory fees and
regulatory filing fees in connection with the Merger. During the same period,
LIN Television expensed approximately $8.6 million that is reflected on the
Predecessor's Consolidated Statement of Operations as merger expense.
The Company's benefit from income taxes increased $.7 million to $.9
million and increased $5.9 million to a benefit of $3.1 million, respectively,
for the three- and nine-month periods ended September 30, 1999, compared to a
benefit of $.2 million and a provision of $2.8 million, respectively, for the
same periods last year. The decrease was due to an increase in the Company's net
loss offset by nondeductible amortization expense.
26
<PAGE> 29
Liquidity and Capital Resources
Net cash provided by operating activities for the nine months ended
September 30, 1999 totaled $4.7 million compared to net cash provided by
operating activities of $44.2 million for the same period last year. The
decrease in cash provided by operating activities was primarily due to amounts
paid for interest and the contribution of KXAS-TV to a joint venture with NBC,
and the transfer of KXTX to SSG Holdings. Net cash used in investing activities
was $120.9 million for the nine months ended September 30, 1999, compared to
$1,730.0 million for the same period last year. The decrease in cash used is
primarily due to the acquisition of LIN Television in March 1998. Net cash
provided by financing activities for the nine months ended September 30, 1999
was a $94.6 million compared to cash provided by financing activities of
$1,732.3 million for the same period last year. The decrease is primarily due to
the issuance of the Senior Subordinated Notes, the issuance of the Senior
Discount Notes, the issuance of the Credit Facility, the proceeds from the GECC
Note, and the equity contribution by Hicks Muse in connection with the
Acquisition, partially offset by a principal payment of $260.0 million to
refinance the Company's existing indebtedness.
Capital expenditures for the nine months ended September 30, 1999 were
$14.4 million compared to $7.4 million for the same period last year. Over the
last three years, the Company has invested approximately $20 million to prepare
its towers and transmitter buildings for the transition to digital television.
The Company expects to spend approximately $23.0 million annually on capital
expenditures in 1999 and in 2000.
Based on the current level of operations and anticipated future growth
(both internally generated as well as through acquisitions), the Company
believes that its cash flows from operations, together with borrowings under the
Senior Credit Facilities, will be sufficient to meet its anticipated
requirements for working capital, capital expenditures, interest payments and
scheduled principal payments at least for the next year.
Year 2000 Issue
The Company relies on various technologies throughout its business
operations that could be affected by the date change in the Year 2000. The
Company has substantially completed a comprehensive program intended to evaluate
and address the impact of the Year 2000 issue on its operational, traffic, and
financial reporting computer systems, equipment with embedded technology, and
the Year 2000 risks associated with its vendors. The Company has implemented a
project team utilizing both internal and external resources to complete its Year
2000 initiative, which has involved upgrading affected computer systems,
software and equipment with embedded chips, and preparing contingency and
disaster recovery plans. Areas of concern that have been addressed include
possible service interruptions in satellite feeds providing news, weather and
syndicated shows for broadcast; potential failure of equipment with embedded
chips including master clocks, studio equipment, master control automation
systems, transmission equipment, telephone, security and environmental control
systems.
State of Readiness. The Company believes that its internal systems
including its operational, traffic, and financial computer systems and equipment
with embedded chips are substantially Year 2000 compliant. The Company's Year
2000 program included the following overlapping phases: systems and equipment
inventory and analysis; remediation, testing and implementation; contingency
planning; and vendor assessments.
System and Equipment Inventory and Analysis -- The system and equipment
inventory and analysis phase consists of compiling a detailed inventory of all
of the Company's
27
<PAGE> 30
information and non-information technology hardware, software, systems and
equipment to determine which of these items are date-sensitive and require
remediation to become Year 2000 compliant. This analysis involves both an
internal assessment and contact with the systems and equipment manufacturers.
This phase is complete.
Remediation, Testing and Implementation -- The remediation, testing and
implementation phase consists of determining and implementing a remediation
method (upgrade, replace or discontinue) for date-sensitive items. The
remediated item is tested and returned to normal operations when compliant.
Testing for significant systems may include functional testing of remedial
measures and regression testing to validate that changes have not altered
existing functionality. The Company is also performing its own tests of mission
critical vendor-provided systems and equipment, even if vendor certification of
Year 2000 compliance has been received. The Company is working with the
manufacturers of its affected systems and other outside vendors to implement
required upgrades. The Company has also identified vendors from whom the Company
can procure new systems and equipment to replace non-compliant systems and
equipment. This phase is substantially complete.
Contingency Planning. The Company has developed, in the ordinary course of
business, a contingency plan to address system failures that are critical to
conduct its business. Such plans include the increase in personnel needed to
operate the systems that would ordinarily be operated by computer. The Company
believes that its contingency plans would adequately address any potential Year
2000 related system failures. The Company will continue to review, test, and
revise contingency plans, as more information becomes available from internal
testing and external vendor assessment. The Company estimates that if current
planned software upgrades with certain non-information technology are not
implemented prior to January 1, 2000, the cost tot he Company would be as much
as $500,000 per year.
Vendor Assessments. The Company is in the process of completing a formal
communication program with its significant vendors to determine the extent to
which the Company is vulnerable to those third parties who fail to remediate
their own Year 2000 non-compliance. Based on the information currently
available, the Company is not aware of any likely third party Year 2000
non-compliance by its vendors that will materially affect the Company's business
operations. However, the Company does not control the systems of other
companies, and cannot assure that such systems will be timely converted and, if
not converted, would not have an adverse effect on the Company's business
operations.
Possible Consequences of Year 2000 Problems. The Company believes that
completed and planned modifications and conversions of its internal systems and
equipment will allow it to be Year 2000 compliant. There can be no assurance,
however, that the Company's internal systems or equipment or those of third
parties on which the Company relies will be Year 2000 compliant in a timely
manner or that the Company's or third party's contingency plans will mitigate
the effect of any non-compliance. The failure of the systems or equipment of the
Company or third parties could have a material adverse effect on the Company's
business or consolidated financial statements.
The Company has incurred capital expenditures and internal staff costs
related to this initiative. The Company estimates the total remediation costs to
be approximately $3.0 million, substantially all of which has been incurred to
date.
28
<PAGE> 31
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates
principally with respect to its credit facility, which is priced based on
certain interest rate alternatives. The Company's Senior Subordinated and Senior
Discount Notes are fixed rate instruments. (See note 5 of the notes to the
condensed consolidated financial statements.) The Company does not believe that
its interest rate risks are material to its operations.
29
<PAGE> 32
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As previously reported, LIN Television Corporation ("LIN Television") was
named as a defendant in four lawsuits regarding the then proposed merger of LIN
Television with LIN Holdings Corp. The plaintiffs in each of these actions have
agreed to an indefinite extension of time for each of the defendants served to
respond to the respective complaints. No discovery has taken place.
In addition, LIN Television currently and from time to time is involved in
litigation incidental to the conduct of its business. In the opinion of LIN
Television's management, none of such litigation at September 30, 1999 is likely
to have a material adverse effect on LIN Television's financial condition,
results of operations or cash flows.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS:
27.1 Financial Data Schedule for LIN Holdings Corp. for nine months ending
September 30, 1999
27.2 Financial Data Schedule for LIN Television Corporation for nine months
ending September 30, 1999
REPORTS ON FORM 8-K:
None.
30
<PAGE> 33
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrants have duly caused this report to be signed on each of their
respective behalf by the undersigned thereunto duly authorized.
LIN HOLDINGS CORP. LIN TELEVISION CORPORATION
(Registrant) (Registrant)
DATED: NOVEMBER 15, 1999 /s/ Peter E. Maloney
------------------------------
Peter E. Maloney
Vice President of Finance
(Principal Financial and Accounting
Officer)
31
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM LIN HOLDINGS
CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND CONSOLIDATED BALANCE SHEET, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH LIN HOLDINGS CORP. ANNUAL
REPORT ON FORM 10-Q DATED SEPTEMBER 30, 1999.
</LEGEND>
<CIK> 0001062707
<NAME> LIN HOLDINGS CORP.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 19,746
<SECURITIES> 0
<RECEIVABLES> 44,621
<ALLOWANCES> 1,751
<INVENTORY> 0
<CURRENT-ASSETS> 76,209
<PP&E> 154,355
<DEPRECIATION> 25,173
<TOTAL-ASSETS> 1,866,922
<CURRENT-LIABILITIES> 59,956
<BONDS> 532,165
0
0
<COMMON> 0
<OTHER-SE> 499,608
<TOTAL-LIABILITY-AND-EQUITY> 1,866,922
<SALES> 0
<TOTAL-REVENUES> 153,616
<CGS> 0
<TOTAL-COSTS> 136,556
<OTHER-EXPENSES> 52,800
<LOSS-PROVISION> (73)
<INTEREST-EXPENSE> 49,171
<INCOME-PRETAX> (35,740)
<INCOME-TAX> (3,109)
<INCOME-CONTINUING> (32,631)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (32,631)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM LIN
TELEVISION CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND CONSOLIDATED
BALANCE SHEET, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH LIN
TELEVISION CORPORATION ANNUAL REPORT ON FORM 10-Q SEPTEMBER 30, 1999.
</LEGEND>
<CIK> 0000931058
<NAME> LIN TELEVISION CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
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<CURRENT-LIABILITIES> 70,502
<BONDS> 299,374
0
0
<COMMON> 0
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<TOTAL-LIABILITY-AND-EQUITY> 1,856,168
<SALES> 0
<TOTAL-REVENUES> 153,616
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<LOSS-PROVISION> (73)
<INTEREST-EXPENSE> 31,987
<INCOME-PRETAX> (18,556)
<INCOME-TAX> 8,132
<INCOME-CONTINUING> (26,688)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (26,688)
<EPS-BASIC> 0
<EPS-DILUTED> 0
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