<PAGE> 1
As filed with the Securities and Exchange Commission on August 14, 2000.
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 June 30, 2000.
[ ] 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
------------ ---------
<TABLE>
<S> <C>
LIN HOLDINGS CORP. LIN TELEVISION CORPORATION
------------------------------------------------------ ------------------------------------------------------
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
</TABLE>
DELAWARE DELAWARE
------------------------------- -------------------------------
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
75-2733097 13-3581627
------------------------------------ ------------------------------------
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
1 RICHMOND SQUARE, SUITE 230E, PROVIDENCE, RHODE ISLAND 02906
-------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(401) 454-2880
----------------------------------------------------
(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:
-----
10-Q presents results for the two registrants 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
1,000 shares of LIN Television Corporation's Common Stock, par value $.01 per
share, were outstanding as of August 14, 2000.
<PAGE> 2
TABLE OF CONTENTS
Page
----
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 10
Condensed Consolidated Statements of Operations 11
Condensed Consolidated Statements of Cash Flows 12
Notes to Condensed Consolidated Financial Statements 13
Item 2. Management's Discussion and Analysis of Results of Operations
And Financial Condition 19
Item 3. Quantitative and Qualitative Disclosures about Market Risk 24
Part II. Other Information
Item 1. Legal Proceedings 25
Item 6. Exhibits and Reports on Form 8-K 25
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
LIN HOLDINGS CORP.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 16,667 $ 17,699
Accounts receivable, less allowance for doubtful accounts (2000 -
$1,716; 1999 - $1,918) 64,259 55,515
Program rights 13,738 13,601
Other current assets 4,664 6,988
---------- ----------
Total current assets 99,328 93,803
Property and equipment, net 158,689 144,882
Deferred financing costs 38,938 41,553
Investment in joint ventures 79,099 65,771
Investment in Southwest Sports Group, at cost plus accrued interest 51,500 50,000
Program rights 4,663 4,552
Intangible assets, net 1,620,066 1,546,392
Other assets 10,060 5,732
---------- ----------
Total Assets $2,062,343 $1,952,685
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,463 $ 7,477
Program obligations 12,145 13,336
Accrued income taxes 4,396 4,750
Current portion of long-term debt 145,928 15,805
Accrued interest expense 13,074 10,494
Other accruals 17,285 21,895
---------- ----------
Total current liabilities 201,291 73,757
Long-term debt, excluding current portion 846,355 841,821
Deferred income taxes 530,992 524,323
Program obligations 6,128 5,819
Other liabilities 6,822 7,050
---------- ----------
Total liabilities 1,591,588 1,452,770
---------- ----------
Commitments and Contingencies (Note 7)
Stockholders~ equity:
Preferred stock, $0.01 par value: No Shares Authorized -- --
Common stock, $0.01 par value: Authorized, issued and outstanding shares;
2000- 1,000, 1999- 1,000 -- --
Additional paid-in capital 561,212 561,200
Accumulated deficit (90,457) (61,285)
---------- ----------
Total stockholders' equity 470,755 499,915
---------- ----------
Total liabilities and stockholders' equity $2,062,343 $1,952,685
========== ==========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
1
<PAGE> 4
LIN HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net revenues ................................................. $77,798 $56,629 $137,072 $101,239
Operating costs and expenses:
Direct operating ......................................... 19,679 14,535 37,752 26,639
Selling, general and administrative ...................... 17,074 11,684 31,117 24,150
Corporate ................................................ 2,020 1,965 4,536 3,913
KXTX management fee ...................................... -- (365) -- 1,178
Amortization of program rights ........................... 5,345 3,285 10,341 6,630
Depreciation and amortization of intangible assets ....... 15,956 13,787 31,311 28,002
------- ------- -------- --------
Total operating costs and expenses ........................... 60,074 44,891 115,057 90,512
------- ------- -------- --------
Operating income ............................................. 17,724 11,738 22,015 10,727
Other (income) expense:
Interest expense ......................................... 23,370 16,222 43,144 32,131
Investment income ........................................ (1,036) (710) (2,052) (1,299)
Share of (income) loss in joint ventures ................. (584) 297 437 2,118
Loss on exchange of WAND-TV .............................. 2,720 -- 2,720 --
Loss on disposition of KXTX-TV ........................... -- 2,212 -- 2,212
Other, net ............................................... (13) (294) 12 (294)
------- ------- -------- --------
Total other expense, net ..................................... 24,457 17,727 44,261 34,868
------- ------- -------- --------
Loss before provision for (benefit from) income taxes ........ (6,733) (5,989) (22,246) (24,141)
Provision for (benefit from) income taxes .................... (127) 808 6,926 (2,172)
------- ------- -------- --------
Net loss ..................................................... $(6,606) $(6,797) $(29,172) $(21,969)
======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
2
<PAGE> 5
LIN HOLDINGS CORP.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 17,318 $ 10,618
INVESTING ACTIVITIES:
Capital expenditures (12,080) (10,217)
Proceeds from asset disposals -- 6,560
Investment in joint ventures -- 5,066
Acquisition of WWLP-TV, net of cash acquired (125,878) --
Acquisition of WOOD-TV and WOTV-TV, net of cash acquired -- (118,100)
Local Marketing Agreement Expenditures (3,250) --
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (141,208) (116,691)
--------- ---------
FINANCING ACTIVITIES:
Proceeds (payments) on issuance (exercises) of
phantom stock units 12 (171)
Principal payments on long-term debt (20,154) (15,038)
Proceeds from long-term debt 15,000 93,000
Proceeds from long-term debt related to the
acquisition of WWLP-TV 128,000 --
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 122,858 77,791
--------- ---------
Net decrease in cash and cash equivalents (1,032) (28,282)
Cash and cash equivalents at the beginning of the period 17,699 41,349
--------- ---------
Cash and cash equivalents at the end of the period $ 16,667 $ 13,067
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATATION
Value of preferred units received on disposal of KXTX-TV $ -- $ 47,000
========= =========
In March 2000, WGRC, Inc., a subsidiary of WWLP Holdings, Inc.,
acquired WWLP-TV for approximately $128.0 million. For accounting
purposes only, the cash flows of WWLP Holdings, Inc. and its
consolidated subsidiaries are included in these condensed consolidated
financial statements. In conjunction with this acquisition, liabilities
were assumed as follows:
Fair value of assets acquired $ 128,635 $ --
Cash paid (128,000) --
--------- ---------
Liabilities assumed $ 635 $ --
========= =========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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") (together, 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. LIN Holdings and its subsidiaries are affiliates
of Hicks, Muse, Tate & Furst Incorporated ("Hicks Muse").
All of the Company's direct and indirect consolidated subsidiaries
fully and unconditionally guarantee the Company's Senior Subordinated Notes 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. 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, 1999.
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 for the periods presented. The interim
results of operations are not necessarily indicative of the results to be
expected for the full year.
The Company's preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the reported
periods. Estimates are used when accounting for the collectability of accounts
receivable and valuing intangible assets, deferred tax assets and net assets of
businesses acquired. Actual results could differ from these estimates.
NOTE 2 - BUSINESS COMBINATIONS:
-------------------------------
WAND-TV EXCHANGE. On April 1, 2000, the Company exchanged, with Blade
Communications Inc. ("Blade"), a 66.6% interest in certain assets of its
television station WAND-TV, including its FCC license and network affiliation
agreement, for substantially all of the assets and certain liabilities of
WLFI-TV, Inc. The exchange was accounted for as a business combination under the
purchase method of accounting and, accordingly, the acquired assets of WLFI-TV
have been recorded at their fair value. The excess of the fair value of the
acquired assets and liabilities of $23.7 million over the book value of the
interest in the assets of WAND-TV of $26.4 million has been recorded as a
non-operating loss. This loss totaled $2.7 million in the period ended June 30,
2000. In connection with the exchange, the Company has indemnified the seller
for certain contingencies.
The result of operations associated with the acquired assets and
liabilities has been included in the accompanying consolidated financial
statements from the date of acquisition. The acquisition is summarized as
follows (in thousands):
4
<PAGE> 7
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Assets acquired and liabilities assumed (unaudited)
Working capital ................................................... $ (75)
Property and equipment ............................................ 4,406
Other noncurrent assets, net ...................................... 76
FCC license and network affiliation ............................... 19,338
-------
Total acquisition ................................................. $23,745
=======
Immediately after the WAND-TV exchange the Company and Blade
contributed their respective interests in the WAND-TV assets to a new joint
venture, with the Company receiving a 33.3% interest in the joint venture. The
Company 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 WAND-TV joint venture (in thousands):
April 1 -
June 30, 2000
(unaudited)
-------------
Net revenues ................................................. $ 2,120
Operating income ............................................. 51
Net income ................................................... 51
June 30, 2000
(unaudited)
-------------
Current assets ............................................... $ 2,181
Non-current assets ........................................... 35,208
Current liabilities .......................................... 1,522
WWLP Holdings, Inc. Pursuant to a Guarantee and Collateral Agreement
with Chase Manhattan Bank, as administrative agent, and the lenders named
therein, dated March 31, 2000, the Company is the guarantor of a $75 million
credit facility to WWLP, Inc. of which $50 million was outstanding as of June
30, 2000. WWLP Holdings Inc., and its subsidiaries WWLP, Inc. and WGRC, Inc.
(together, "WWLP Holdings"), companies formed by Gary R. Chapman, President and
CEO of LIN Television, acquired the broadcast license and operating assets of
WWLP-TV, a station previously operated by Benedek Broadcasting Corporation, on
March 31, 2000. The acquisition was accounted for as a purchase by WWLP Holdings
and accordingly, the purchase price was allocated to the assets acquired and
liabilities assumed based on their estimated fair values at the date of
acquisition. These estimates are subject to adjustment when additional
information concerning tangible asset and liability valuations is finalized. The
Company does not own or control the assets or FCC license of WGRC, Inc. Pursuant
to Emerging Issues Task Force Topic D-14, "Transactions Involving Special
Purpose Entities," WWLP Holdings satisfies the definition of a special purpose
entity and the Company is deemed to be the sponsor of WWLP Holdings.
Accordingly, the financial results of operations of WWLP Holdings have been
consolidated with those of the Company in these condensed consolidated financial
statements.
Mr. Chapman has granted to the Company a one-year purchase option to
acquire the stock of WWLP Holdings at an amount equal to Mr. Chapman's'
investment in WWLP Holdings. In addition, the Company has entered into a
management service agreement as an independent contractor with WGRC, Inc.
whereby the Company provides services related to the management and operations
of WGRC, Inc.
5
<PAGE> 8
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The transaction is summarized as follows (in thousands):
Assets acquired and liabilities assumed (unaudited)
Working capital, including cash of $2,122 ............................ $ 4,664
Property and equipment ............................................... 9,600
FCC license and network affiliation .................................. 113,736
--------
Total acquisition .................................................... $128,000
========
UNAUDITED PRO FORMA RESULTS OF ACQUISITIONS. The following summarizes
unaudited pro forma consolidated results of operations as if the acquisition of
WLFI-TV and the acquisition of WWLP-TV had taken place as of the beginning of
the periods presented (in thousands):
Six months ended Six months ended
June 30, 2000 June 30, 1999
(unaudited) (unaudited)
---------------- ----------------
Net revenues .............................. $141,829 $110,637
Operating income .......................... 23,038 18,908
Net loss .................................. (31,216) (25,136)
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 and 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.
NOTE 3 - INVESTMENTS:
---------------------
JOINT VENTURE WITH NBC. The Company owns a 20.38% interest in a joint
venture with NBC 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):
Six months ended Six months ended
June 30, 2000 June 30, 1999
(unaudited) (unaudited)
---------------- ----------------
Net revenues .............................. $82,937 $ 68,458
Operating income .......................... 32,213 21,431
Net loss .................................. (508) (10,366)
June 30, 2000 December 31, 1999
(unaudited) (unaudited)
------------- -----------------
Current assets ............................ $ 15,849 $ 159
Non-current assets ........................ 245,530 249,692
Current liabilities ....................... 1,087 725
Non-current liabilities ................... 815,500 815,500
6
<PAGE> 9
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The financial information of the Company's other joint ventures is not
material for all periods presented, except as disclosed elsewhere in these
consolidated financial statements.
NOTE 4 - INTANGIBLE ASSETS:
---------------------------
Intangible assets consisted of the following at (in thousands):
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
(Unaudited)
------------- -----------------
<S> <C> <C>
FCC licenses and network affiliations ....................... $1,047,440 $ 944,020
Goodwill .................................................... 659,494 670,397
---------- ----------
1,706,934 1,614,417
Less accumulated amortization ............................... (86,868) (68,025)
---------- ----------
$1,620,066 $1,546,392
========== ==========
</TABLE>
NOTE 5 - LONG-TERM DEBT:
------------------------
Long-term debt consisted of the following at (in thousands):
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
(Unaudited)
------------- -----------------
<S> <C> <C>
Senior Credit Facilities .................................... $ 314,275 $319,579
Credit facilities of WWLP Holdings, Inc. and its
consolidated subsidiaries ................................. 128,000 --
$300,000, 8 3/8% Senior Subordinated Notes
due 2008 (net of a discount of $586) ...................... 299,414 299,387
$325,000, 10% Senior Discount Notes
due 2008 (net of a discount of $74,406) ................... 250,594 238,660
--------- --------
Total debt .................................................. 992,283 857,626
Less current portion ........................................ (145,928) (15,805)
--------- --------
Total long-term debt ........................................ $ 846,355 $841,821
========= ========
</TABLE>
NOTE 6 - RELATED PARTY TRANSACTIONS:
------------------------------------
MONITORING AND OVERSIGHT AGREEMENT. In 1998 LIN Holdings and LIN
Television (collectively, the "Clients") entered into a ten-year 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 six months ended June 30, 2000 was
$286,000 and $624,000, respectively. The fee for the three and six months ended
June 30, 1999 was $250,000 and $500,000, respectively.
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
7
<PAGE> 10
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
interest, formed a television station joint venture, Banks Broadcasting, Inc.
The Banks Broadcasting joint venture has entered into a local marketing
agreement to build and develop a new WB affiliate serving the Wichita, Kansas
DMA. In July 2000, the Banks Broadcasting joint venture assumed the local
marketing agreement for a UPN affiliate serving the Boise, Idaho DMA. As of June
30, 2000, the Company has provided funding of $8.8 million in the form of an
investment of $4.4 million in, and an advance of $4.4 million to, the Banks
Broadcasting joint venture.
NOTE 7 - 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. The new rules are still subject to
potentially significant amendments in response to numerous petitions for
reconsideration. As the rules are currently formulated, the Company believes
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., an entity in which Hicks Muse has a significant
economic interest, 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.
HICKS MUSE RESTRUCTURING. On January 21, 2000, Thomas O. Hicks and
Hicks Muse filed an application with the FCC proposing to restructure the
ownership of the Company in a manner in which the Company and the applicants
believe would render the ownership interests of Thomas O. Hicks and other Hicks
Muse principals nonattributable for the purposes of FCC ownership rules. The
Company expects that the current attribution issues associated with the Hicks
Muse ownership interests will be resolved upon the completion of the
recapitalization. The FCC approved the application in July 2000, and the Company
anticipates that the restructuring will be consummated shortly thereafter.
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.
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 June 30, 2000 is likely to
have a material adverse effect on the financial position, results of operations,
or cash flows of the Company.
8
<PAGE> 11
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE 8 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
---------------------------------------------------
In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation - an interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44
clarifies the application of APB Opinion No. 25 and among other issues clarifies
the following: the definition of an employee for purposes of applying APB
Opinion No. 25; the criteria for determining whether a plan qualifies as a
non-compensatory plan; the accounting consequences of various modifications to
the terms of previously fixed stock options or awards; and the accounting for an
exchange of stock compensation awards in a business combination. FIN 44 is
effective July 1, 2000, but certain conclusions in FIN 44 cover specific events
that occurred after either December 15, 1998 or January 12, 2000. The Company
does not expect the application of FIN 44 to have a material impact on the
Company's financial position or results of operations.
9
<PAGE> 12
LIN TELEVISION CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except share data)
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 16,667 $ 17,699
Accounts receivable, less allowance for doubtful accounts (2000 - $1,716;
1999- $1,918) 64,259 55,515
Program rights 13,738 13,601
Other current assets 4,664 6,988
---------- ----------
Total current assets 99,328 93,803
Property and equipment, net 158,689 144,882
Deferred financing costs 29,142 31,120
Investment in joint ventures 79,099 65,771
Investment in Southwest Sports Group, at cost plus accrued interest 51,500 50,000
Program rights 4,663 4,552
Intangible assets, net 1,620,066 1,546,392
Other assets 10,060 5,732
---------- ----------
Total Assets $2,052,547 $1,942,252
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,463 $ 7,477
Program obligations 12,145 13,336
Accrued income taxes 4,396 4,750
Current portion of long-term debt 145,928 15,805
Accrued interest expense 13,074 10,494
Other accruals 17,285 27,389
---------- ----------
Total current liabilities 201,291 79,251
Long-term debt, excluding current portion 595,761 603,161
Deferred income taxes 533,129 533,309
Program obligations 6,128 5,819
Other liabilities 6,822 7,050
---------- ----------
Total liabilities 1,343,131 1,228,590
---------- ----------
Commitments and Contingencies (Note 7)
Stockholders' equity:
Preferred stock, $0.01 par value: No Shares Authorized -- --
Common stock, $0.01 par value: Authorized, issued and outstanding shares; -- --
2000- 1,000, 1999- 1,000
Additional paid-in capital 748,067 748,054
Accumulated deficit (38,651) (34,392)
---------- ----------
Total stockholders' equity 709,416 713,662
---------- ----------
Total liabilities and stockholders' equity $2,052,547 $1,942,252
========== ==========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
10
<PAGE> 13
LIN TELEVISION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net revenues ..................................................... $77,798 $56,629 $137,072 $101,239
Operating costs and expenses:
Direct operating ............................................ 19,679 14,535 37,752 26,639
Selling, general and administrative ......................... 17,074 11,684 31,117 24,150
Corporate ................................................... 2,020 1,965 4,536 3,913
KXTX management fee ......................................... - (365) - 1,178
Amortization of program rights .............................. 5,345 3,285 10,341 6,630
Depreciation and amortization of intangible assets .......... 15,956 13,787 31,311 28,002
------- ------- -------- --------
Total operating costs and expenses ............................... 60,074 44,891 115,057 90,512
------- ------- -------- --------
Operating income ................................................. 17,724 11,738 22,015 10,727
Other (income) expense:
Interest expense ............................................ 16,987 10,408 30,571 20,760
Investment income ........................................... (1,036) (710) (2,052) (1,299)
Share of (income) loss in joint ventures .................... (584) 297 437 2,118
Loss on exchange of WAND-TV ................................. 2,720 - 2,720 -
Loss on disposition of KXTX-TV .............................. - 2,212 - 2,212
Other, net .................................................. (13) (294) 12 (294)
------- ------- -------- --------
Total other expense, net ......................................... 18,074 11,913 31,688 23,497
------- ------- -------- --------
Loss before provision for (benefit from) income taxes ............ (350) (175) (9,673) (12,770)
Provision for (benefit from) income taxes ........................ 2,820 775 (5,414) 3,028
------- ------- -------- --------
Net loss ......................................................... $(3,170) $ (950) $ (4,259) $(15,798)
======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
11
<PAGE> 14
LIN TELEVISION CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 17,318 $ 10,618
INVESTING ACTIVITIES:
Capital expenditures (12,080) (10,217)
Proceeds from asset disposals -- 6,560
Investment in joint ventures -- 5,066
Acquisition of WWLP-TV, net of cash acquired (125,878) --
Acquisition of WOOD-TV and WOTV-TV, net of cash acquired -- (118,100)
Local Marketing Agreement Expenditures (3,250) --
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (141,208) (116,691)
--------- ---------
FINANCING ACTIVITIES:
Proceeds (payments) on issuance (exercises) of
phantom stock units 12 (171)
Principal payments on long-term debt (20,154) (15,038)
Proceeds from long-term debt 15,000 93,000
Proceeds from long-term debt related to the
acquisition of WWLP-TV 128,000 --
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 122,858 77,791
--------- ---------
Net decrease in cash and cash equivalents (1,032) (28,282)
Cash and cash equivalents at the beginning of the period 17,699 41,349
--------- ---------
Cash and cash equivalents at the end of the period $ 16,667 $ 13,067
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATATION
Value of preferred units received on disposal of KXTX-TV $ -- $ 47,000
========= =========
In March 2000, WGRC, Inc., a subsidiary of WWLP Holdings, Inc.,
acquired WWLP-TV for approximately $128.0 million. For accounting
purposes only, the cash flows of WWLP Holdings, Inc. and its
consolidated subsidiaries are included in these condensed consolidated
financial statements. In conjunction with this acquisition, liabilities
were assumed as follows:
Fair value of assets acquired $ 128,635 $ --
Cash paid (128,000) --
--------- ---------
Liabilities assumed $ 635 $ --
========= =========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
12
<PAGE> 15
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE 1 - BASIS OF PRESENTATION:
-------------------------------
LIN Television Corporation, together with its subsidiaries (together,
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. LIN Television is an affiliate of Hicks,
Muse, Tate & Furst Incorporated ("Hicks Muse").
All of the Company's direct and indirect consolidated subsidiaries
fully and unconditionally guarantee the Company's Senior Subordinated Notes 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. 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, 1999.
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 for the periods presented. The interim
results of operations are not necessarily indicative of the results to be
expected for the full year.
The Company's preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the reported
periods. Estimates are used when accounting for the collectability of accounts
receivable and valuing intangible assets, deferred tax assets and net assets of
businesses acquired. Actual results could differ from these estimates.
NOTE 2 - BUSINESS COMBINATIONS:
-------------------------------
WAND-TV EXCHANGE. On April 1, 2000, the Company exchanged, with Blade
Communications Inc. ("Blade"), a 66.6% interest in certain assets of its
television station WAND-TV, including its FCC license and network affiliation
agreement, for substantially all of the assets and certain liabilities of
WLFI-TV, Inc. The exchange was accounted for as a business combination under the
purchase method of accounting and, accordingly, the acquired assets of WLFI-TV
have been recorded at their fair value. The excess of the fair value of the
acquired assets and liabilities of $23.7 million over the book value of the
interest in the assets of WAND-TV of $26.4 million has been recorded as a
non-operating loss. This loss totaled $2.7 million in the period ended June 30,
2000. In connection with the exchange, the Company has indemnified the seller
for certain contingencies.
The result of operations associated with the acquired assets and
liabilities has been included in the accompanying consolidated financial
statements from the date of acquisition. The acquisition is summarized as
follows (in thousands):
13
<PAGE> 16
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Assets acquired and liabilities assumed (unaudited)
Working capital ................................................... $ (75)
Property and equipment ............................................ 4,406
Other noncurrent assets, net ...................................... 76
FCC license and network affiliation ............................... 19,338
-------
Total acquisition ................................................. $23,745
=======
Immediately after the WAND-TV exchange the Company and Blade
contributed their respective interests in the WAND-TV assets to a new joint
venture, with the Company receiving a 33.3% interest in the joint venture. The
Company 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 WAND-TV joint venture (in thousands):
April 1 -
June 30, 2000
(unaudited)
-------------
Net revenues ................................................. $ 2,120
Operating income ............................................. 51
Net income ................................................... 51
June 30, 2000
(unaudited)
-------------
Current assets ................................................ $ 2,181
Non-current assets ............................................ 35,208
Current liabilities ........................................... 1,522
WWLP Holdings, Inc. Pursuant to a Guarantee and Collateral Agreement
with Chase Manhattan Bank, as administrative agent, and the lenders named
therein, dated March 31, 2000, the Company is the guarantor of a $75 million
credit facility to WWLP, Inc. of which $50 million was outstanding as of June
30, 2000. WWLP Holdings Inc., and its subsidiaries WWLP, Inc. and WGRC, Inc.
(together, "WWLP Holdings"), companies formed by Gary R. Chapman, President and
CEO of LIN Television, acquired the broadcast license and operating assets of
WWLP-TV, a station previously operated by Benedek Broadcasting Corporation, on
March 31, 2000. The acquisition was accounted for as a purchase by WWLP Holdings
and accordingly, the purchase price was allocated to the assets acquired and
liabilities assumed based on their estimated fair values at the date of
acquisition. These estimates are subject to adjustment when additional
information concerning tangible asset and liability valuations is finalized. The
Company does not own or control the assets or FCC license of WGRC, Inc. Pursuant
to Emerging Issues Task Force Topic D-14, "Transactions Involving Special
Purpose Entities," WWLP Holdings satisfies the definition of a special purpose
entity and the Company is deemed to be the sponsor of WWLP Holdings.
Accordingly, the financial results of operations of WWLP Holdings have been
consolidated with those of the Company in these condensed consolidated financial
statements.
Mr. Chapman has granted to the Company a one-year purchase option to
acquire the stock of WWLP Holdings at an amount equal to Mr. Chapman's'
investment in WWLP Holdings. In addition, the Company has entered into a
management service agreement as an independent contractor with WGRC, Inc.
whereby the Company provides services related to the management and operations
of WGRC, Inc.
14
<PAGE> 17
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
The transaction is summarized as follows (in thousands):
Assets acquired and liabilities assumed
Working capital, including cash of $2,122 .................... $ 4,664
Property and equipment ....................................... 9,600
FCC license and network affiliation .......................... 113,736
-------
Total acquisition ............................................ $128,000
========
UNAUDITED PRO FORMA RESULTS OF ACQUISITIONS. The following summarizes
unaudited pro forma consolidated results of operations as if the acquisitions of
WLFI-TV and the acquisition of WWLP-TV had taken place as of the beginning of
the periods presented (in thousands):
Six months ended Six months ended
June 30, 2000 June 30, 1999
(unaudited) (unaudited)
---------------- ----------------
Net revenues ....................... $141,829 $110,637
Operating income ................... 23,038 18,908
Net loss ........................... (6,303) (18,966)
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 and 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.
NOTE 3 - INVESTMENTS:
---------------------
JOINT VENTURE WITH NBC. The Company owns a 20.38% interest in a joint
venture with NBC 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):
Six months ended Six months ended
June 30, 2000 June 30, 1999
(unaudited) (unaudited)
---------------- ----------------
Net revenues ....................... $ 82,937 $ 68,458
Operating income ................... 32,213 21,431
Net loss ........................... (508) (10,366)
June 30, 2000 December 31, 1999
(unaudited) (unaudited)
---------------- ----------------
Current assets ..................... $ 15,849 $ 159
Non-current assets ................. 245,530 249,692
Current liabilities ................ 1,087 725
Non-current liabilities ............ 815,500 815,500
15
<PAGE> 18
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
The financial information of the Company's other joint ventures is not
material for all periods presented, except as disclosed elsewhere in these
consolidated financial statements.
NOTE 4 - INTANGIBLE ASSETS:
---------------------------
Intangible assets consisted of the following at (in thousands):
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
(Unaudited)
------------- -----------------
<S> <C> <C>
FCC licenses and network affiliations ......................... $1,047,440 $ 944,020
Goodwill ...................................................... 659,494 670,397
---------- ----------
1,706,934 1,614,417
Less accumulated amortization ................................. (86,868) (68,025)
---------- ----------
$1,620,066 $1,546,392
========== ==========
</TABLE>
NOTE 5 - LONG-TERM DEBT:
------------------------
Long-term debt consisted of the following at (in thousands):
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
(Unaudited)
------------- -----------------
<S> <C> <C>
Senior Credit Facilities ...................................... $ 314,275 $319,579
Credit facilities of WWLP Holdings, Inc. and its
consolidated subsidiaries ................................... 128,000 --
$300,000, 8 3/8% Senior Subordinated Notes
due 2008 (net of discount of $586) .......................... 299,414 299,387
--------- --------
Total debt .................................................... 741,689 618,966
Less current portion .......................................... (145,928) (15,805)
--------- --------
Total long-term debt .......................................... $ 595,761 $603,161
========= ========
</TABLE>
NOTE 6 - RELATED PARTY TRANSACTIONS:
------------------------------------
MONITORING AND OVERSIGHT AGREEMENT. In 1998 LIN Holdings and LIN
Television (collectively, the "Clients") entered into a ten-year 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 six months ended June 30, 2000 was
$286,000 and $624,000, respectively. The fee for the three and six months ended
June 30, 1999 was $250,000 and $500,000, respectively.
16
<PAGE> 19
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
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, formed a television station joint venture, Banks
Broadcasting, Inc. The Banks Broadcasting joint venture has entered into a local
marketing agreement to build and develop a new WB affiliate serving the Wichita,
Kansas DMA. In July 2000, the Banks Broadcasting joint venture assumed the local
marketing agreement for a UPN affiliate serving the Boise, Idaho DMA. As of June
30, 2000, the Company has provided funding of $8.8 million in the form of an
investment of $4.4 million in, and an advance of $4.4 million to, the Banks
Broadcasting joint venture.
NOTE 7 - 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. The new rules are still subject to
potentially significant amendments in response to numerous petitions for
reconsideration. As the rules are currently formulated, the Company believes
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., an entity in which Hicks Muse has a significant
economic interest, 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.
HICKS MUSE RESTRUCTURING. On January 21, 2000, Thomas O. Hicks and
Hicks Muse filed an application with the FCC proposing to restructure the
ownership of the Company in a manner in which the Company and the applicants
believe would render the ownership interests of Thomas O. Hicks and other Hicks
Muse principals nonattributable for the purposes of FCC ownership rules. The
Company expects that the current attribution issues associated with the Hicks
Muse ownership interests will be resolved upon the completion of the
recapitalization. The FCC approved the application in July 2000, and the Company
anticipates that the restructuring will be consummated shortly thereafter.
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.
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 June 30, 2000 is likely to
have a material adverse effect on the financial position, results of operations,
or cash flows of the Company.
17
<PAGE> 20
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE 8 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
---------------------------------------------------
In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation - an interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44
clarifies the application of APB Opinion No. 25 and among other issues clarifies
the following: the definition of an employee for purposes of applying APB
Opinion No. 25; the criteria for determining whether a plan qualifies as a
non-compensatory plan; the accounting consequences of various modifications to
the terms of previously fixed stock options or awards; and the accounting for an
exchange of stock compensation awards in a business combination. FIN 44 is
effective July 1, 2000, but certain conclusions in FIN 44 cover specific events
that occurred after either December 15, 1998 or January 12, 2000. The Company
does not expect the application of FIN 44 to have a material impact on the
Company's financial position or results of operations.
18
<PAGE> 21
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," "anticipates," "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, the promulgation of the new FCC's broadcast
ownership regulations and other regulatory changes, the attribution of Hicks,
Muse, Tate & Furst Incorporated ("Hicks Muse") ownership interests, the timing
and completion of the Hicks Muse restructuring, changes in advertising, demand,
technological changes, 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, 1999.
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.
Business Combinations and Dispositions
On June 3, 1999, LIN Television of Texas, a subsidiary of LIN
Television ("LIN Texas") contributed all of the assets of KXTX-TV to Southwest
Sports Group Holdings LLC, Inc. In exchange, LIN Texas received 500,000 units of
SSG's Series A Preferred Units, par value $100.00 per unit.
On June 30, 1999, the Company acquired the assets of WOOD-TV and the
LMA rights related to WOTV-TV, both of which stations are located in the Grand
Rapids-Kalamazoo-Battle Creek market (the "Grand Rapids Acquisition"). 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 borrowings
under the Company's term loan facility.
On October 19, 1999 the Company acquired Pegasus Broadcasting of San
Juan, L.L.C., 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 $71.8 million, including direct
costs of the acquisition. The Pegasus Acquisition was funded by a
19
<PAGE> 22
combination of operating funds and $60.0 million of borrowings under the
Company's term loan facility.
Pursuant to a Guarantee and Collateral Agreement with Chase Manhattan
Bank, as administrative agent, and the lenders named therein, dated March 31,
2000, the Company is the guarantor of a $75 million credit facility to WWLP,
Inc. of which $50 million was outstanding as of June 30, 2000. WWLP Holdings
Inc., and its subsidiaries WWLP, Inc. and WGRC, Inc. (together, "WWLP
Holdings"), companies formed by Gary R. Chapman, President and CEO of LIN
Television, acquired the broadcast license and operating assets of WWLP-TV, on
March 31, 2000, for approximately $128.0 million. The acquisition was funded by
borrowings under credit facilities established by WWLP Holdings. The Company
does not own or control the assets or FCC license of WGRC, Inc. Pursuant to
Emerging Issues Task Force Topic D-14, "Transactions Involving Special Purpose
Entities," WWLP Holdings satisfies the definition of a special purpose entity
and the Company is deemed to be the sponsor of WWLP Holdings. Accordingly, the
financial results of operations of WWLP Holdings have been consolidated with
those of the Company.
On April 1, 2000, the Company exchanged, with Blade Communications Inc.
("Blade"), a 66.6% interest in certain assets of its television station WAND-TV,
including its FCC license and network affiliation agreement, for substantially
all of the assets and certain liabilities of WLFI-TV, Inc. The excess of the
fair value of the acquired assets of $23.7 million over the book value of the
interest in the assets of WAND-TV of $26.4 million has been recorded as a
non-operating loss. This loss totaled $2.7 million in the period ended June 30,
2000. Immediately after the WAND-TV exchange the Company and Blade contributed
their respective interests in the WAND-TV assets to a new joint venture, with
the Company receiving a 33.3% interest in the joint venture.
20
<PAGE> 23
Results of Operations
Set forth below are the significant factors that contributed to the
operating results of the Company for the three and six-month periods ended June
30, 2000 and 1999. The Company's results from operations from period to period
are not directly comparable because of the impact of acquisitions and disposals,
including the acquisitions of WOOD-TV, WOTV-TV and WAPA-TV in 1999, and WWLP-TV
and WLFI-TV in 2000, and the disposition of KXTX-TV in 1999 and the exchange of
WAND-TV in 2000.
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net revenues ................................................... $77,798 $56,629 $137,072 $101,239
Operating costs and expenses:
Direct operating .......................................... 19,679 14,535 37,752 26,639
Selling, general and administrative ....................... 17,074 11,684 31,117 24,150
Corporate ................................................. 2,020 1,965 4,536 3,913
KXTX management fee ....................................... - (365) - 1,178
Amortization of program rights ............................ 5,345 3,285 10,341 6,630
Depreciation and amortization of intangible assets ........ 15,956 13,787 31,311 28,002
------- ------- -------- --------
Total operating costs and expenses ............................. 60,074 44,891 115,057 90,512
------- ------- -------- --------
Operating income ............................................... $17,724 $11,738 $ 22,015 $ 10,727
======= ======= ======== ========
</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 six month period ended June
30, 2000 increased approximately 37.4% to $77.8 million and 35.4% to $137.1
million, respectively, compared to net revenue of $56.6 million and $101.2
million, respectively, for the same periods last year. The increase is primarily
due to the increase in political advertising in 2000, as well as the impact of
the acquisitions of WOOD-TV, WOTV-TV, WAPA-TV and WWLP-TV partially offset by
the disposition of KXTX-TV. In addition, the increase is the result of the
growth of retail and automotive national and local air time sales in several of
the Company's markets, and the continued growth of the Company's LMA stations.
Direct operating expenses, consisting primarily of news, engineering,
programming and music licensing costs, increased approximately 35.4% to $19.7
million and 41.7% to $37.8 million, for the three and six-month periods ended
June 30, 2000, respectively, compared to direct operating expenses of $14.5
million and $26.6 million for the same period last year. The increase is
primarily due to the impact of the acquisitions of WOOD-TV, WOTV-TV, WAPA-TV,
and WWLP-TV partially offset by the disposition of KXTX-TV.
Selling, general and administrative expenses, consisting primarily of
employee salaries, sales commissions and other employee benefit costs,
advertising and promotional expenses, increased approximately 46.1% to $17.1
million and 28.8 % to $31.1 million, respectively, for the three and six-month
periods ended June 30, 2000, compared to selling, general and administrative
expenses of $11.7 million and $24.2 million, respectively, for the same periods
last year. The increase is primarily the result of higher sales commission costs
associated with the advertising revenue increase. The increase is also driven
in part by the impact of the acquisitions.
Corporate expenses, representing costs associated with the centralized
management of the Company's stations, increased 2.8% to $2.0 million and 15.9%
to $4.5 million, respectively, for the three and six-month periods ended June
30, 2000, compared to corporate expenses of $2.0
21
<PAGE> 24
million and $3.9 million, respectively, for the same periods last year. The
increase is primarily driven by increases in corporate development expenses and
management bonuses.
The KXTX management fee, representing fees paid to SSG for the
management and sub-programming of KXTX-TV, ceased on June 3, 1999 as a result of
the disposition of KXTX.
Amortization of program rights, representing costs associated with the
acquisition of syndicated programming, features and specials increased 62.7% to
$5.3 million and 56.0% to $10.3 million, respectively, for the three and
six-month periods ended June 30, 2000, compared to amortization of program
rights of $3.3 million and $6.6 million, respectively, for the same periods last
year. The increase is primarily due to the impact of the acquisitions of
WOOD-TV, WOTV-TV, WAPA-TV and WWLP-TV partially offset by the disposition of
KXTX-TV.
Depreciation and amortization of intangible assets increased 15.7% to
$16.0 million and 11.8% to $31.3 million, respectively, for the three and
six-month periods ended June 30, 2000, compared to depreciation and amortization
of intangible assets of $13.8 million and $28.0 million, respectively, for the
same periods last year. The increase is primarily due to the increase in
equipment and intangible assets associated with the acquisitions of WOOD-TV,
WOTV-TV, WAPA-TV, and WWLP-TV.
Other Expenses
Interest expense increased $7.2 million to $23.4 million and $11.0
million to $43.1 million, respectively, for the three and six-month periods
ended June 30, 2000, compared to interest expense of $16.2 million and $32.1
million, respectively, for the same periods last year. The increase is the
result of increased borrowings associated with the acquisitions of WOOD-TV,
WOTV-TV, WAPA-TV, and WWLP-TV.
The Company's provision for income taxes decreased approximately
$935,000 to a benefit of approximately $127,000 for the three-month period ended
June 30, 2000 compared to a provision of approximately $808,000 for the same
period last year. The provision increased $9.1 million to $6.9 million, for the
six-month period ended June 30, 2000, compared to a benefit of $2.2 million for
the same period last year. The increase was primarily due to a decrease in the
Company's net loss.
Liquidity and Capital Resources
Net cash provided by operating activities for the six months ended June
30, 2000 was $17.3 million compared to net cash provided by operating activities
of $10.6 million for the same period last year. The increase is the result of
increases in operating income. Net cash used in investing activities was $141.2
million for the six months ended June 30, 2000, compared to $116.7 million for
the same period last year. The change is primarily due to amounts paid related
to the WWLP-TV transaction in the first quarter of 2000 and the acquisition of
WOOD-TV and WOTV-TV in the second quarter of 1999. Net cash provided by
financing activities for the six months ended June 30, 2000 was $122.8 million
compared to cash provided by financing activities of $77.8 million for the same
period last year. The change in cash provided is due to proceeds from a credit
facility provided to WWLP Holdings, Inc. and its subsidiaries in connection with
the WWLP-TV transaction in the first quarter of 2000 and the increased
borrowings related to the acquisition of WOOD-TV and WOTV-TV in the second
quarter of 1999.
The Company's current portion of long term debt totaled $145.9 million
at June 30, 2000 compared with $15.8 million at December 31, 1999. The increase
is primarily due to the additional borrowings under the credit facility in
connection with the WWLP-TV transaction. The
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Company intends to exercise its purchase option to acquire the stock of WWLP
Holdings within the next year. The Company intends to refinance the related debt
into a long-term facility at the time the option is exercised.
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 available borrowings
under its credit facilities, will be sufficient to meet its anticipated
requirements for working capital, capital expenditures, interest payments and
scheduled principal payments for at least the next year.
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PART I: FINANCIAL INFORMATION
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.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As previously reported, LIN Television was named as a defendant in four
lawsuits regarding the then proposed merger of LIN Television with LIN Holdings.
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, 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 at June 30, 2000 is likely to have
a material adverse effect on the Company'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
the six months ended June 30, 2000.
27.2 Financial Data Schedule for LIN Television
Corporation for the six months ended June 30, 2000.
REPORTS ON FORM 8-K:
--------------------
None.
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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: AUGUST 14, 2000 /s/ Peter E. Maloney
-----------------------------------
Peter E. Maloney
Vice President of Finance
(Principal Financial and Accounting
Officer.)
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