<PAGE> 1
As filed with the Securities and Exchange Commission on November 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 September 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
------------ ---------
LIN HOLDINGS CORP. LIN TELEVISION CORPORATION
---------------------------- ----------------------------
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
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 November 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 23
Part II. Other Information
Item 1. Legal Proceedings 24
Item 6. Exhibits and Reports on Form 8-K 24
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
LIN HOLDINGS CORP.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except share data)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 15,980 $ 17,699
Accounts receivable, less allowance
for doubtful accounts
(2000 - $1,791; 1999 - $1,918) 58,790 55,515
Program rights 17,945 13,601
Other current assets 3,952 6,988
----------- -----------
Total current assets 96,667 93,803
Property and equipment, net 160,646 144,882
Deferred financing costs 37,618 41,553
Investment in joint ventures 88,692 65,771
Investment in Southwest Sports Group,
at cost plus accrued interest 52,250 50,000
Program rights 4,203 4,552
Intangible assets, net 1,608,295 1,546,392
Other assets 6,964 5,732
----------- -----------
Total Assets $ 2,055,335 $ 1,952,685
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 11,855 $ 7,477
Program obligations 17,498 13,336
Accrued income taxes 4,267 4,750
Current portion of long-term debt 18,721 15,805
Accrued interest expense 4,615 10,494
Other accruals 18,421 21,895
----------- -----------
Total current liabilities 75,377 73,757
Long-term debt, excluding current portion 980,698 841,821
Deferred income taxes 524,239 524,323
Program obligations 4,795 5,819
Other liabilities 6,822 7,050
----------- -----------
Total liabilities 1,591,931 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: 1,000 shares
authorized, issued and outstanding -- --
Additional paid-in capital 561,192 561,200
Accumulated deficit (97,788) (61,285)
----------- -----------
Total stockholders' equity 463,404 499,915
----------- -----------
Total liabilities and
stockholders' equity $ 2,055,335 $ 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
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net revenues $ 72,094 $ 52,377 $ 209,166 $ 153,616
Operating costs and expenses:
Direct operating 20,209 14,325 57,961 40,964
Selling, general and administrative 15,872 11,187 46,989 35,337
Corporate 2,630 2,440 7,166 6,353
KXTX management fee - - - 1,178
Amortization of program rights 5,395 3,340 15,736 9,970
Depreciation and amortization of
intangible assets 16,784 14,752 48,095 42,754
-------- -------- --------- ---------
Total operating costs and expenses 60,890 46,044 175,947 136,556
-------- -------- --------- ---------
Operating income 11,204 6,333 33,219 17,060
Other (income) expense:
Interest expense 24,926 17,040 68,070 49,171
Investment income (958) (938) (3,010) (2,237)
Share of (income) loss in joint ventures (401) 1,693 36 3,811
Loss on exchange of WAND-TV - - 2,720 -
Loss on disposition of KXTX-TV - - - 2,212
Other, net (160) 137 (148) (157)
-------- -------- --------- ---------
Total other expense, net 23,407 17,932 67,668 52,800
-------- -------- --------- ---------
Loss before provision for (benefit from)
income taxes (12,203) (11,599) (34,449) (35,740)
Provision for (benefit from) income taxes (4,872) (937) 2,054 (3,109)
-------- -------- --------- ---------
Net loss $ (7,331) $(10,662) $ (36,503) $ (32,631)
======== ======== ========= =========
</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>
Nine Months Nine Months
Ended Ended
September 30, 2000 September 30, 1999
------------------ ------------------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 31,296 $ 6,883
INVESTING ACTIVITIES:
Capital expenditures (20,058) (14,403)
Proceeds from asset disposals -- 6,560
Liquidating dividend on investment in SSDB -- 5,066
Investment in Banks Broadcasting, Inc. (7,625) (2,229)
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 (156,811) (123,106)
--------- ---------
FINANCING ACTIVITIES:
Net payments on exercises of phantom
stock units and issuance of employee stock
purchase plan shares (8) (171)
Principal payments on long-term debt (24,196) (16,209)
Proceeds from long-term debt 20,000 111,000
Proceeds from long-term debt related
to the acquisition of WWLP-TV 128,000 --
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 123,796 94,620
--------- ---------
Net decrease in cash and cash equivalents (1,719) (21,603)
Cash and cash equivalents at the beginning
of the period 17,699 41,349
--------- ---------
Cash and cash equivalents at the end
of the period $ 15,980 $ 19,746
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
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 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 September 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. In addition, the Company has entered into a management
services agreement with the WAND-TV joint venture to provide certain management,
engineering, and related services for a fixed fee.
The following presents the summarized financial information of the WAND-TV
joint venture (in thousands):
April 1 -
September 30, 2000
(unaudited)
-------------
Net revenues............... $ 4,072
Operating income........... 445
Net income................. 445
September 30, 2000
(unaudited)
-------------
Current assets............. $ 3,432
Non-current assets......... 35,123
Current liabilities........ 2,293
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 September 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. As
of the date of these financial statements, the Company did not own or control
the assets or FCC license of WGRC, Inc. (See Note 8 - Subsequent Events).
Pursuant to Emerging Issues Task Force Topic D-14, "Transactions Involving
Special Purpose Entities," WWLP Holdings satisfied the definition of a special
purpose entity and the Company was deemed to be the sponsor of WWLP Holdings.
Accordingly, the financial results of operations of WWLP Holdings are
consolidated with those of the Company in these condensed consolidated financial
statements. 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)
Mr. Chapman granted to the Company an option to acquire the stock of WWLP
Holdings at an amount equal to Mr. Chapman's' investment in WWLP Holdings. The
Company subsequently exercised this option and acquired the station on November
10, 2000 (See Note 8 - Subsequent Events).
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):
Nine months ended Nine months ended
September 30, 2000 September 30, 1999
(unaudited) (unaudited)
------------------ ------------------
Net revenues....................... $ 213,923 $ 167,728
Operating income................... 34,242 20,501
Net loss........................... (38,187) (37,449)
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):
Nine months ended Nine months ended
September 30, 2000 September 30, 1999
(unaudited) (unaudited)
------------------ ------------------
Net revenues...................... $ 127,184 $ 100,630
Operating income.................. 50,659 29,867
Net income (loss)................. 1,906 (17,918)
6
<PAGE> 9
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
September 30, 2000 December 31, 1999
(unaudited) (unaudited)
------------------ -----------------
Current assets.................... $ 30,431 $ 159
Non-current assets................ 239,199 249,692
Current liabilities............... 1,087 725
Non-current liabilities........... 815,500 815,500
INVESTMENT IN BANKS BROADCASTING, INC. In August 2000, the Company, 21st
Century Group LLC ("21st Century"), an entity in which Hicks Muse has a
substantial economic interest, and BancAmerica Capital Investors SBIC I, L.P.
("BankAmerica") acquired non-voting Series A Convertible Preferred Stock in
Banks Broadcasting, Inc. ("Banks Broadcasting"). The non-voting Series A
Convertible Preferred Stock is convertible to voting common stock on a
one-for-one basis in the event of the sale of Banks Broadcasting, a public
offering meeting certain financial criteria, or a merger of Banks Broadcasting
into another entity. Banks Broadcasting is a broadcast station operator that has
local marketing agreements for a WB affiliate serving the Wichita, Kansas DMA
and a UPN affiliate serving the Boise, Idaho DMA. Banks Broadcasting has also
entered into option agreements that would enable it to purchase the stations
under certain conditions. Banks Broadcasting recently exercised its option to
purchase the Wichita station and, subject to regulatory approvals, expects to
close by year-end. In addition, Banks expects to exercise its option to acquire
the Boise station during the first half of 2001.
The total investment in Banks Broadcasting was approximately $9.8 million
as of September 30, 2000. The Company's preferred stock gives it a 50%
non-voting interest in Banks Broadcasting. The Company is able to exercise
significant, but not controlling, influence over the activities of Banks
Broadcasting through representation on the Board of Directors and, therefore,
accounts for its investment using the equity method. The Company has also
entered into a management services agreement with Banks Broadcasting to provide
certain management, engineering, and related services for a fixed fee. Included
in this is a cash management arrangement and at September 30, 2000 the amount
due to the Company from Banks Broadcasting under this arrangement was
approximately $760,000. Other financial information of Banks Broadcasting is not
material for all periods presented.
NOTE 4 - INTANGIBLE ASSETS:
Intangible assets consisted of the following at (in thousands):
September 30, 2000 December 31, 1999
(Unaudited)
------------------ -----------------
FCC licenses and network affiliations... $1,048,307 $ 944,020
Goodwill................................ 657,614 670,397
---------- ----------
1,705,921 1,614,417
Less accumulated amortization........... (97,626) (68,025)
---------- ----------
$1,608,295 $1,546,392
========== ==========
7
<PAGE> 10
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE 5 - LONG-TERM DEBT:
Long-term debt consisted of the following at (in thousands):
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
(Unaudited)
------------- ------------
<S> <C> <C>
Senior Credit Facilities......................... $315,233 $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 $573)........... 299,427 299,387
$325,000, 10% Senior Discount Notes
due 2008 (net of a discount of $68,241)........ 256,759 238,660
-------- --------
Total debt....................................... 999,419 857,626
Less current portion............................. (18,721) (15,805)
-------- --------
Total long-term debt............................. $980,698 $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 nine months ended September 30, 2000 was
$312,000 and $936,000, respectively. The fee for the three and nine months ended
September 30, 1999 was $275,000 and $775,000, respectively.
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.
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 August 30, 2000, the FCC approved the
application of Thomas O. Hicks and Hicks Muse, to restructure the ownership of
the Company in a manner in
8
<PAGE> 11
LIN HOLDINGS CORP.
Notes to Condensed Consolidated Financial Statements
(unaudited)
which would render the ownership interests of Thomas O. Hicks and other Hicks
Muse principals nonattributable to the Company for the purposes of FCC ownership
rules.
OTHER CONTINGENCIES. 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, 2000 is
likely to have a material adverse effect on the financial position, results of
operations, or cash flows of the Company.
NOTE 8 - SUBSEQUENT EVENTS:
WWLP HOLDINGS, INC. On November 10, 2000, the Company acquired WWLP
Holdings from Gary R. Chapman for an amount equal to Mr. Chapman's investment in
WWLP Holdings. The total purchase price was $128.0 million, including assumed
liabilities. The Company intends to account for the business combination using
the purchase method of accounting. Simultaneous with the acquisition of WWLP
Holdings, the Company refinanced the debt of WWLP Holdings into long-term
facilities under the Company's existing senior credit facilities.
ACQUISITION OF WNEQ-TV. On November 7, 2000, the Company agreed to acquire
from the Western New York Public Broadcasting Association certain assets of
WNEQ-TV, a non-commercial independent broadcast television station located in
the Buffalo DMA. Effective January 2, 2001 and subject to obtaining certain
regulatory approvals, the Company will manage and operate this station as a
newly formed LMA in the interim period prior to closing on the acquisition. The
total purchase price is approximately $26.2 million, and will be funded by a
combination of operating funds and additional term loans. The Company intends to
account for the business combination under the purchase method of accounting.
NOTE 9 - 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
In September 2000, the FASB issued SFAS No. 140 ("SFAS 140"), "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities - a replacement of FASB Statement No. 125." SFAS 140 revises the
standards for accounting for securitizations and other transfers of financial
assets and collateral and requires certain disclosures, but it carries over most
of SFAS No. 125's provisions without reconsideration. This Statement is
effective for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001. This statement is effective for
recognition and reclassification of collateral and for disclosures relating to
securitization transactions and collateral for fiscal years ending after
December 15, 2000. The Company does not expect the application of SFAS 140 to
have a material impact on its financial position or results of operations.
9
<PAGE> 12
LIN TELEVISION CORPORATION
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except number of shares)
September 30, December 31,
2000 1999
------------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 15,980 $ 17,699
Accounts receivable, less allowance
for doubtful accounts (2000 - $1,554;
1999 - $1,918) 58,790 55,515
Program rights 17,945 13,601
Other current assets 3,952 6,988
----------- -----------
Total current assets 96,667 93,803
Property and equipment, net 160,646 144,882
Deferred financing costs 28,141 31,120
Investment in joint ventures 88,692 65,771
Investment in Southwest Sports Group,
at cost plus accrued interest 52,250 50,000
Program rights 4,203 4,552
Intangible assets, net 1,608,295 1,546,392
Other assets 6,964 5,732
----------- -----------
Total Assets $ 2,045,858 $ 1,942,252
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 11,855 $ 7,477
Program obligations 17,498 13,336
Accrued income taxes 4,267 4,750
Current portion of long-term debt 18,721 15,805
Accrued interest expense 4,615 10,494
Other accruals 18,421 27,389
----------- -----------
Total current liabilities 75,377 79,251
Long-term debt, excluding current portion 723,939 603,161
Deferred income taxes 575,088 533,309
Program obligations 4,795 5,819
Other liabilities 6,822 7,050
----------- -----------
Total liabilities 1,386,021 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: 1,000 shares
authorized, issued and outstanding -- --
Additional paid-in capital 748,047 748,054
Accumulated deficit (88,210) (34,392)
----------- -----------
Total stockholders' equity 659,837 713,662
----------- -----------
Total liabilities and stockholders' equity $ 2,045,858 $ 1,942,252
=========== ===========
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 Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net revenues $ 72,094 $ 52,377 $ 209,166 $ 153,616
Operating costs and expenses:
Direct operating 20,209 14,325 57,961 40,964
Selling, general and administrative 15,872 11,187 46,989 35,337
Corporate 2,630 2,440 7,166 6,353
KXTX management fee -- -- -- 1,178
Amortization of program rights 5,395 3,340 15,736 9,970
Depreciation and amortization
of intangible assets 16,784 14,752 48,095 42,754
-------- -------- --------- ---------
Total operating costs and expenses 60,890 46,044 175,947 136,556
-------- -------- --------- ---------
Operating income 11,204 6,333 33,219 17,060
Other (income) expense:
Interest expense 18,443 11,227 49,014 31,987
Investment income (958) (938) (3,010) (2,237)
Share of (income) loss in joint ventures (401) 1,693 36 3,811
Loss on exchange of WAND-TV -- -- 2,720 --
Loss on disposition of KXTX-TV -- -- -- 2,212
Other, net (160) 137 (148) (157)
-------- -------- --------- ---------
Total other expense, net 16,924 12,119 48,612 35,616
-------- -------- --------- ---------
Loss before provision for (benefit from)
income taxes (5,720) (5,786) (15,393) (18,556)
Provision for (benefit from) income taxes 43,839 5,104 38,425 8,132
-------- -------- --------- ---------
Net loss $(49,559) $(10,890) $ (53,818) $ (26,688)
======== ======== ========= =========
</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>
Nine Months Nine Months
Ended Ended
September 30, 2000 September 30, 1999
------------------ ------------------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 31,296 $ 6,883
INVESTING ACTIVITIES:
Capital expenditures (20,058) (14,403)
Proceeds from asset disposals -- 6,560
Investment in SSDB -- 5,066
Investment in joint ventures (7,625) (2,229)
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 (156,811) (123,106)
--------- ---------
FINANCING ACTIVITIES:
Net payments on exercises of phantom
stock units and issuance of
employee stock purchase plan shares (8) (171)
Principal payments on long-term debt (24,196) (16,209)
Proceeds from long-term debt 20,000 111,000
Proceeds from long-term debt related to the
acquisition of WWLP-TV 128,000 --
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 123,796 94,620
--------- ---------
Net decrease in cash and cash equivalents (1,719) (21,603)
Cash and cash equivalents at the beginning
of the period 17,699 41,349
--------- ---------
Cash and cash equivalents at the end of the period $ 15,980 $ 19,746
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
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 market value. 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 September 30, 2000. In
connection with the acquisition, 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. In addition, the Company has entered into a management
services agreement with the WAND-TV joint venture to provide certain management,
engineering, and related services for a fixed fee.
The following presents the summarized financial information of the WAND-TV
joint venture (in thousands):
April 1 -
September 30, 2000
(unaudited)
------------------
Net revenues................ $ 4,072
Operating income............ 445
Net income.................. 445
September 30, 2000
(unaudited)
------------------
Current assets.............. $ 3,432
Non-current assets.......... 35,123
Current liabilities......... 2,293
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 September 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. As
of the date of these financial statements, the Company did not own or control
the assets or FCC license of WGRC, Inc. (See Note 8 - Subsequent Events).
Pursuant to Emerging Issues Task Force Topic D-14, "Transactions Involving
Special Purpose Entities," WWLP Holdings satisfied the definition of a special
purpose entity and the Company was deemed to be the sponsor of WWLP Holdings.
Accordingly, the financial results of operations of WWLP Holdings are
consolidated with those of the Company in these condensed consolidated financial
statements. 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)
Mr. Chapman granted to the Company an option to acquire the stock of WWLP
Holdings at an amount equal to Mr. Chapman's investment in WWLP Holdings. The
Company subsequently exercised this option and acquired the station on November
10, 2000 (See Note 8 - Subsequent Events).
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):
Nine months ended Nine months ended
September 30, 2000 September 30, 1999
(unaudited) (unaudited)
------------------ ------------------
Net revenues..................... $ 213,923 $ 167,728
Operating income................. 34,242 20,501
Net loss......................... (55,502) (31,506)
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):
Nine months ended Nine months ended
September 30, 2000 September 30, 1999
(unaudited) (unaudited)
------------------ ------------------
Net revenues..................... $ 127,184 $ 100,630
Operating income................. 50,659 29,867
Net income (loss)................ 1,906 (17,918)
15
<PAGE> 18
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
September 30, 2000 December 31, 1999
(unaudited) (unaudited)
------------------ -----------------
Current assets.................... $ 30,431 $ 159
Non-current assets................ 239,199 249,692
Current liabilities............... 1,087 725
Non-current liabilities........... 815,500 815,500
INVESTMENT IN BANKS BROADCASTING, INC. In August 2000, the Company, 21st
Century Group LLC ("21st Century"), an entity in which Hicks Muse has a
substantial economic interest, and BancAmerica Capital Investors SBIC I, L.P.
("BankAmerica") acquired non-voting Series A Convertible Preferred Stock in
Banks Broadcasting, Inc. ("Banks Broadcasting"). The non-voting Series A
Convertible Preferred Stock is convertible to voting common stock on a
one-for-one basis in the event of the sale of Banks Broadcasting, a public
offering meeting certain financial criteria, or a merger of Banks Broadcasting
into another entity. Banks Broadcasting is a broadcast station operator that has
local marketing agreements for a WB affiliate serving the Wichita, Kansas DMA
and a UPN affiliate serving the Boise, Idaho DMA. Banks Broadcasting has also
entered into option agreements that would enable it to purchase the stations
under certain conditions. Banks Broadcasting recently exercised its option to
purchase the Wichita station and, subject to regulatory approvals, expects to
close by year-end. In addition, Banks expects to exercise its option to acquire
the Boise station during the first half of 2001.
The total investment in Banks Broadcasting was approximately $9.8 million
as of September 30, 2000. The Company's preferred stock gives it a 50%
non-voting interest in Banks Broadcasting. The Company is able to exercise
significant, but not controlling, influence over the activities of Banks
Broadcasting through representation on the Board of Directors and, therefore,
accounts for its investment using the equity method. The Company has also
entered into a management services agreement with Banks Broadcasting to provide
certain management, engineering, and related services for a fixed fee. Included
in this is a cash management arrangement and at September 30, 2000 the amount
due to the Company from Banks Broadcasting under this arrangement was
approximately $760,000. Other financial information of Banks Broadcasting is not
material for all periods presented.
NOTE 4 - INTANGIBLE ASSETS:
Intangible assets consisted of the following at (in thousands):
September 30, 2000 December 31, 1999
(Unaudited)
------------------ -----------------
FCC licenses and network affiliations... $ 1,048,307 $ 944,020
Goodwill................................ 657,614 670,397
----------- -----------
1,705,921 1,614,417
Less accumulated amortization........... (97,626) (68,025)
----------- -----------
$ 1,608,295 $ 1,546,392
=========== ===========
16
<PAGE> 19
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE 5 - LONG-TERM DEBT:
Long-term debt consisted of the following at (in thousands):
September 30, 2000 December 31, 1999
(Unaudited)
------------------ -----------------
Senior Credit Facilities................... $ 315,233 $ 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 $573)..... 299,427 299,387
--------- ---------
Total debt................................. 742,660 618,966
Less current portion....................... (18,721) (15,805)
--------- ---------
Total long-term debt....................... $ 723,939 $ 603,161
========= =========
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 nine months ended September 30, 2000 was
$312,000 and $936,000, respectively. The fee for the three and nine months ended
September 30, 1999 was $275,000 and $775,000, respectively.
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.
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 August 30, 2000, the FCC approved the
application of Thomas O. Hicks and Hicks Muse, to restructure the ownership of
the Company in a manner in which would render the ownership interests of Thomas
O. Hicks and other Hicks Muse principals nonattributable to the Company for the
purposes of FCC ownership rules.
17
<PAGE> 20
LIN TELEVISION CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
OTHER CONTINGENCIES. 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, 2000 is
likely to have a material adverse effect on the financial position, results of
operations, or cash flows of the Company.
NOTE 8 - SUBSEQUENT EVENTS:
WWLP HOLDINGS, INC. On November 10, 2000, the Company acquired WWLP
Holdings from Gary R. Chapman for an amount equal to Mr. Chapman's investment in
WWLP Holdings. The total purchase price was $128.0 million, including assumed
liabilities. The Company intends to account for the business combination using
the purchase method of accounting. Simultaneous with the acquisition of WWLP
Holdings, the Company refinanced the debt of WWLP Holdings into long-term
facilities under the Company's existing senior credit facilities.
ACQUISITION OF WNEQ-TV. On November 7, 2000, the Company agreed to acquire
from the Western New York Public Broadcasting Association certain assets of
WNEQ-TV, a non-commercial independent broadcast television station located in
the Buffalo DMA. Effective January 2, 2001 and subject to obtaining certain
regulatory approvals, the Company will manage and operate this station as a
newly formed LMA in the interim period prior to closing on the acquisition. The
total purchase price is approximately $26.2 million, and will be funded by a
combination of operating funds and additional term loans. The Company intends to
account for the business combination under the purchase method of accounting.
NOTE 9 - 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.
In September 2000, the FASB issued SFAS No. 140 ("SFAS 140"), "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities - a replacement of FASB Statement No. 125." SFAS 140 revises the
standards for accounting for securitizations and other transfers of financial
assets and collateral and requires certain disclosures, but carries over most of
SFAS No. 125's provisions without reconsideration. This Statement is effective
for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001. This statement is effective for
recognition and reclassification of collateral and for disclosures relating to
securitization transactions and collateral for fiscal years ending after
December 15, 2000. The Company does not expect the application of SFAS 140 to
have a material impact on its 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, 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 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
19
<PAGE> 22
guarantor of a $75 million credit facility to WWLP, Inc. of which $50 million
was outstanding as of September 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. As of the date of these financial statements, the
Company did 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 satisfied the definition of a special purpose
entity and the Company was deemed to be the sponsor of WWLP Holdings.
Accordingly, the financial results of operations of WWLP Holdings are
consolidated with those of the Company in these condensed consolidated financial
statements.
Mr. Chapman granted to the Company an option to acquire the stock of WWLP
Holdings at an amount equal to Mr. Chapman's' investment in WWLP Holdings. The
Company subsequently exercised this option and acquired the station on November
10, 2000. The Company intends to account for this business combination using the
purchase method of accounting.
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 September
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 nine-month periods ended
September 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
disposition of WAND-TV in 2000.
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, 2000 September 30, 1999 September 30, 2000 September 30, 1999
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Net revenues $ 72,094 $ 52,377 $ 209,166 $ 153,616
Operating costs and expenses:
Direct operating 20,209 14,325 57,961 40,964
Selling, general and administrative 15,872 11,187 46,989 35,337
Corporate 2,630 2,440 7,166 6,353
KXTX management fee -- -- -- 1,178
Amoritzation of program rights 5,395 3,340 15,736 9,970
Depreciation and amortization of
intagible assets 16,784 14,752 48,095 42,754
------------------ ------------------ ------------------ ------------------
Total operating costs and expenses 60,890 46,044 175,947 136,556
------------------ ------------------ ------------------ ------------------
Operating income $ 11,204 $ 6,333 $ 33,219 $ 17,060
================== ================== ================== ==================
</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, 2000
increased approximately 37.6% to $72.1 million and 36.2% to $209.2 million,
respectively, compared to net revenue of $52.4 million and $153.6 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, WLFI-TV and WWLP-TV partially offset
by the dispositions of KXTX-TV and WAND-TV. In addition, the increase is also
the result of the continued growth of the Company's LMA stations.
Direct operating expenses, consisting primarily of news, engineering,
programming and music licensing costs, increased approximately 41.1% to $20.2
million and 41.5% to $58.0 million, for the three and nine-month periods ended
September 30, 2000, respectively, compared to direct operating expenses of $14.3
million and $41.0 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,
WLFI-TV and WWLP-TV partially offset by the dispositions of KXTX-TV and WAND-TV.
Selling, general and administrative expenses, consisting primarily of
employee salaries, sales commissions and other employee benefit costs,
advertising and promotional expenses, increased approximately 41.9% to $15.9
million and 33.0% to $47.0 million, respectively, for the three and nine-month
periods ended September 30, 2000, compared to selling, general and
administrative expenses of $11.2 million and $35.3 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.
Corporate expenses, representing costs associated with the centralized
management of the Company's stations, increased 7.8% to $2.6 million and 12.8%
to $7.2 million, respectively, for the three and nine-month periods ended
September 30, 2000, compared to corporate expenses of $2.4 million and $6.4
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 61.5% to
$5.4 million and 57.8% to $15.7 million, respectively, for the three and
nine-month periods ended September 30, 2000, compared to amortization of program
rights of $3.3 million and $10.0 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, WLFI-TV and WWLP-TV partially offset by the
dispositions of KXTX-TV and WAND-TV.
Depreciation and amortization of intangible assets increased 13.8% to $16.8
million and 12.5% to $48.1 million, respectively, for the three and nine-month
periods ended September 30,
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2000, compared to depreciation and amortization of intangible assets of $14.8
million and $42.8 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 $7.9 million to $24.9 million and $18.9 million
to $68.1 million, respectively, for the three and nine-month periods ended
September 30, 2000, compared to interest expense of $17.0 million and $49.2
million, respectively, for the same periods last year. The increase is primarily
the result of increased borrowings associated with the acquisitions of WOOD-TV,
WOTV-TV, WAPA-TV, and WWLP-TV.
Interest expense for LIN Television Corporation increased $7.2 million to
$18.4 million and $17.0 million to $49.0 million, respectively, for the three
and nine-month periods ended September 30, 2000, compared to interest expense of
$11.2 million and $32.0 million, respectively, for the same periods last year.
The increase is primarily the result of increased borrowings associated with the
acquisitions of WOOD-TV, WOTV-TV, WAPA-TV, and WWLP-TV.
The Company's benefit from income taxes increased approximately $3.9
million to a benefit of approximately $4.9 million for the three-month period
ended September 30, 2000, compared to a benefit of approximately $937,000 for
the same period last year. The provision for income taxes increased $5.2 million
to $2.1 million for the nine-month period ended September 30, 2000, compared to
a benefit of $3.1 million for the same period last year. These changes were
primarily due to the disproportionate impact of non-deductible goodwill relative
to the projected annual pretax net loss from period to period.
LIN Television Corporation's provision for income taxes increased
approximately $38.7 million to a provision of approximately $43.8 million for
the three-month period ended September 30, 2000 compared to a provision of
approximately $5.1 million for the same period last year. The provision for the
income taxes increased $30.3 million to $38.4 million, for the nine-month period
ended September 30, 2000, compared to a provision of $8.1 million for the same
period last year. These changes were primarily due to the disproportionate
impact of non-deductible goodwill relative to the projected annual pretax net
loss from period to period.
Liquidity and Capital Resources
Net cash provided by operating activities for the nine months ended
September 30, 2000 was $31.3 million compared to net cash provided by operating
activities of $6.9 million for the same period last year. The increase is
primarily the result of increases in operating income, partially offset by an
increase in interest expense. Net cash used in investing activities was $156.8
million for the nine-months ended September 30, 2000, compared to $123.1 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 nine months ended September 30, 2000
was $123.8 million compared to cash provided by financing activities of $94.6
million for the same period last year. The change in cash provided is primarily
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.
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 senior 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 September 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 three months
ended September 30, 2000.
27.2 Financial Data Schedule for LIN Television Corporation for the three
months ended September 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: NOVEMBER 14, 2000 /s/ Peter E. Maloney
--------------------------------
Peter E. Maloney
Vice President of Finance
(Principal Financial and Accounting
Officer.)
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