<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
[X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from______to______
Commission File Number: 0-27000
HEARST-ARGYLE TELEVISION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2717523
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
888 SEVENTH AVENUE (212) 887-6800
NEW YORK, NY 10106 (Registrant's telephone number,
(Address of principal executive offices) including area code)
(Former name, former address, and former fiscal year, if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
As of November 1, 1999, the Registrant had 92,792,493 shares of common stock
outstanding. Consisting of 51,493,845 shares of Series A Common Stock and
41,298,648 shares of Series B Common Stock.
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<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Index
<TABLE>
<CAPTION>
Part I Financial Information
<S> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of December 31, 1998 and September 30, 1999 (unaudited).............. 1
Condensed Consolidated Statements of Income for the Three and Nine Months Ended
September 30, 1998 and 1999 (unaudited)....................................................................... 3
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 1998 and 1999 (unaudited)....................................................................... 4
Notes to Condensed Consolidated Financial Statements.......................................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations......................... 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................................... 16
Part II Other Information
Item 6. Exhibits and reports on Form 8-K.............................................................................. 17
Signatures ............................................................................................................. 18
</TABLE>
<PAGE>
Part I Financial Information
Item 1. Financial Statements
------- --------------------
HEARST-ARGYLE TELEVISION, INC.
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, 1998 September 30, 1999
(Unaudited)
-----------------------------------------------------------------
(In thousands)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 380,980 $ 2,554
Accounts receivable, net 91,608 133,316
Program and barter rights 35,408 73,010
Deferred income taxes 2,166 5,315
Net assets held for sale - 259,971
Other 5,087 20,669
---------- ----------
Total current assets 515,249 494,835
---------- ----------
Property, plant and equipment, net 129,613 332,881
---------- ----------
Intangible assets, net 711,409 3,015,348
---------- ----------
Other assets:
Deferred financing and acquisition costs,
net 31,302 31,325
Program and barter rights, noncurrent 3,584 7,679
Other 29,983 32,246
---------- ----------
Total other assets 64,869 71,250
---------- ----------
Total assets $1,421,140 $3,914,314
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Condensed Consolidated Balance Sheets (Continued)
<TABLE>
<CAPTION>
December 31, 1998 September 30, 1999
(Unaudited)
---------------------------------------------------------
(In thousands)
<S> <C> <C>
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 5,094 $ 6,919
Accrued liabilities 34,432 62,143
Program and barter rights payable 35,411 72,460
Related party payable 12,218 11,411
Other 1,692 913
---------- ----------
Total current liabilities 88,847 153,846
---------- ----------
Program and barter rights payable, noncurrent 3,752 8,215
Long-term debt 842,596 1,563,596
Deferred income taxes 158,449 782,796
Other liabilities 3,106 3,706
---------- ----------
Total noncurrent liabilities 1,007,903 2,358,313
---------- ----------
Stockholders' equity:
Series A preferred stock 1 1
Series B preferred stock 1 1
Series A common stock 126 534
Series B common stock 413 413
Additional paid-in capital 203,105 1,270,994
Retained earnings 171,397 186,886
Treasury stock, at cost (50,653) (56,674)
---------- ----------
Total stockholders' equity 324,390 1,402,155
---------- ----------
Total liabilities and stockholders' equity $1,421,140 $3,914,314
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Condensed Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1999 1998 1999
---------------------------------------------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Total revenues $95,045 $166,731 $292,010 $466,209
Station operating expenses 43,647 80,609 127,595 218,095
Amortization of program rights 10,358 16,051 32,027 44,641
Depreciation and amortization 9,037 30,401 26,678 76,543
------- -------- -------- --------
Station operating income 32,003 39,670 105,710 126,930
Corporate general and administrative expenses 3,065 3,559 9,619 11,900
------- -------- -------- --------
Operating income 28,938 36,111 96,091 115,030
Interest expense, net 10,151 28,968 29,978 77,960
------- -------- -------- --------
Income before income taxes and extraordinary item 18,787 7,143 66,113 37,070
Income taxes 7,882 3,806 28,111 17,423
------- -------- -------- --------
Income before extraordinary item 10,905 3,337 38,002 19,647
Extraordinary item, loss on early retirement of debt,
net of income tax benefit of $6,365 and $2,041 for
the nine months ended September 30, 1998 and 1999,
respectively (49) - (10,826) (3,092)
------- -------- -------- --------
Net income 10,856 3,337 27,176 16,555
Less preferred stock dividends (355) (355) (1,066) (1,066)
------- -------- -------- --------
Income applicable to common stockholders $10,501 $ 2,982 $ 26,110 $ 15,489
======= ======== ======== ========
Income per common share - basic:
Before extraordinary item $ 0.20 $ 0.03 $ 0.69 $ 0.23
Extraordinary item - - (0.20) (0.04)
------- -------- -------- --------
Net income $ 0.20 $ 0.03 $ 0.49 $ 0.19
======= ======== ======== ========
Number of common shares used in the calculation 53,409 92,883 53,678 79,963
======= ======== ======== ========
Income per common share - diluted:
Before extraordinary item $ 0.20 $ 0.03 $ 0.68 $ 0.23
Extraordinary item - - (0.20) (0.04)
------- -------- -------- --------
Net income $ 0.20 $ 0.03 $ 0.48 $ 0.19
======= ======== ======== ========
Number of common shares used in the calculation 53,690 92,910 53,943 80,011
======= ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1998 1999
----------------------------------------------
(In thousands)
<S> <C> <C>
Operating Activities
Net income $ 27,176 $ 16,555
Adjustments to reconcile net income to net cash provided by
operating activities:
Extraordinary item, loss on early retirement of debt 17,191 5,133
Depreciation 9,959 22,714
Amortization of intangible assets 16,719 53,829
Amortization of program rights 32,027 44,641
Program payments (32,653) (41,629)
Changes in operating assets and liabilities, net (3,870) 3,336
Amortization of deferred financing costs 1,822 2,334
Provision for doubtful accounts - 860
Fair value adjustments of interest rate protection agreements 471 (321)
Deferred income taxes 3,008 (234)
-------- -----------
Net cash provided by operating activities 71,850 107,218
-------- -----------
Investing Activities
Acquisition of Pulitzer Broadcasting Company - (711,914)
Acquisition of Kelly Broadcasting Co. and Kelleproductions, Inc. - (529,646)
Swap Transaction with STC (20,136) -
Investment in Geocast Network Systems, Inc. - (2,016)
Capital call - Arizona Diamondbacks - (491)
Acquisition costs (1,526) (68)
Issuance of STC note receivable (70,500) -
Repayment of STC note receivable 70,500 -
Purchases of property, plant and equipment:
Special projects/buildings (4,106) (23,503)
Digital (2,124) (8,075)
Maintenance (6,545) (14,756)
-------- -----------
Net cash used in investing activities (34,437) (1,290,469)
-------- -----------
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Condensed Consolidated Statements of Cash Flows (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1998 1999
----------------------------------------------
(In thousands)
<S> <C> <C>
Financing Activities
Financing costs and other $ (4,634) $ (10,550)
Issuance of Senior Notes 200,000 -
Issuance of Private Placement Debt - 110,000
Repayment of Senior Subordinated Notes (116,621) -
Dividends paid on preferred stock (1,066) (1,066)
Revolving Credit Facility:
Proceeds from issuance of long-term debt 29,000 912,000
Payment of long-term debt (85,000) (912,000)
New Credit Facilities:
Proceeds from issuance of long-term debt - 943,000
Payment of long-term debt - (332,000)
Series A Common Stock:
Issuances 625 99,477
Repurchases (21,222) (6,021)
Proceeds from employee stock purchase plan - 1,166
Exercise of stock options - 819
--------- ----------
Net cash provided by financing activities 1,082 804,825
--------- ----------
Increase (decrease) in cash and cash equivalents 38,495 (378,426)
Cash and cash equivalents at beginning of period 12,759 380,980
--------- ----------
Cash and cash equivalents at end of period $ 51,254 $ 2,554
========= ==========
Supplemental Cash Flow Information:
Businesses acquired in purchase transactions:
STC Swap
Fair market value of assets acquired, net $ 20,632
Fair market value of liabilities assumed, net (496)
---------
Net cash paid for acquisition $ 20,136
=========
Pulitzer Merger
Fair market value of assets acquired $2,317,166
Fair market value of liabilities assumed (638,417)
Issuance of Series A Common Stock (966,835)
----------
Net cash paid for acquisition $ 711,914
==========
Kelly Transaction
Fair market value of assets acquired $ 547,512
Fair market value of liabilities assumed (17,866)
----------
Net cash paid for acquisition $ 529,646
==========
Cash paid during the period for interest $ 21,502 $ 63,040
========= ==========
Cash paid during the period for taxes $ 3,738 $ 29,843
========= ==========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 1999
1. Summary of Accounting Policies
General
The condensed consolidated financial statements include the accounts of Hearst-
Argyle Television, Inc. (the "Company") and its wholly-owned subsidiaries. All
significant intercompany accounts have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements do not
include all of the information and notes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the three and nine month periods ended
September 30, 1998 and 1999 are not necessarily indicative of the results that
may be expected for a full year.
Prior Year Reclassifications
Certain reclassifications have been made to the September 30, 1998 and December
31, 1998 financial statements to conform to the September 30, 1999 presentation.
2. Acquisitions and Investment
Effective June 1, 1998, the Company exchanged its WDTN and WNAC stations (the
"Exchanged Stations") with STC for KSBW, the NBC affiliate serving the Monterey
- - Salinas, CA, television market, and WPTZ/WNNE, the NBC affiliates serving the
Plattsburgh, NY - Burlington, VT, television market (the "Acquired Stations")
and cash of approximately $20.5 million (the "STC Swap"), net of a working
capital adjustment which totaled approximately $1.4 million. The STC Swap was
accounted for under the purchase method of accounting and, accordingly, the
purchase price and related acquisition costs of approximately $1.6 million have
been allocated to the acquired assets and liabilities based upon their fair
market values. The excess of the purchase price, acquisition costs and the
Company's carrying value of the Exchanged Stations over the fair market value of
the tangible assets acquired less the liabilities assumed of the Acquired
Stations was allocated to identifiable intangible assets, including FCC licenses
and network affiliation agreements, and goodwill.
On January 5, 1999, effective January 1, 1999, for accounting purposes, the
Company acquired through a merger transaction all of the partnership interests
in Kelly Broadcasting Co., in exchange for approximately $520.4 million in cash,
including a working capital adjustment of $0.4 million (the "Kelly
Transaction"). As a result of the Kelly Transaction, the Company acquired
television broadcast station KCRA-TV, Sacramento, California and the programming
rights under an existing Time Brokerage Agreement, with respect to KQCA-TV,
Sacramento, California. In addition, the Company acquired substantially all of
the assets and certain of the liabilities of Kelleproductions, Inc., for
approximately $10 million in cash. The Kelly Transaction was accounted for under
the purchase method of accounting and, accordingly, the purchase price and
related acquisition costs of approximately $0.8 million have been allocated to
the acquired assets and liabilities based upon their preliminarily determined
fair market values. The excess of the purchase price and acquisition costs over
the fair market value of the tangible assets acquired less the liabilities
assumed was allocated to FCC licenses and goodwill. The final fair values may
differ from those set forth in the accompanying condensed consolidated balance
sheet at September 30, 1999; however, the changes, if any, are not expected to
have a material effect on the condensed consolidated financial statements of the
Company.
6
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
September 30, 1999
2. Acquisitions and Investment (continued)
On March 18, 1999, the Company acquired the nine television and five radio
stations ("Pulitzer Broadcasting Company") of Pulitzer Publishing Company
("Pulitzer") and a 3.5% interest in the Arizona Diamondbacks in a merger
transaction (the "Pulitzer Merger"). In connection with the transaction, the
Company issued 37,096,774 shares of Series A Common Stock (quoted market value
of $26.0625 on March 18, 1999) to Pulitzer shareholders and assumed $700 million
in debt, which was repaid on the acquisition date using the Company's Credit
Facility, and paid $5 million for the interest in the Arizona Diamondbacks. In
addition, the transaction was subject to an adjustment which guaranteed the
Company $41 million in working capital. The Pulitzer Merger was accounted for
under the purchase method of accounting and, accordingly, the purchase price
(including acquisition costs) of approximately $1.7 billion has been allocated
to the acquired assets and liabilities based upon their preliminarily determined
fair market values. The excess of the purchase price and acquisition costs over
the fair market value of the tangible assets acquired less the liabilities
assumed was allocated to FCC licenses and goodwill. The final fair values may
differ from those set forth in the accompanying condensed consolidated balance
sheet at September 30, 1999; however, the changes, if any, are not expected to
have a material effect on the condensed consolidated financial statements of the
Company.
Giving effect to the STC Swap, the Kelly Transaction and the Pulitzer Merger,
unaudited pro forma results of operations reflecting combined historical results
for the Company's 23 owned television stations, five radio stations and fees for
providing management services to the Company's Managed Stations (WMOR (formerly
WWWB), KCWE, WPBF, WBAL-AM and WIYY-FM) pursuant to a management agreement (See
Note 5), as if all acquisitions occurred as of January 1, 1998, are as follows:
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------------------------
1998 1999
--------------------------------------------
(unaudited)
(In thousands, except per share data)
<S> <C> <C>
Total revenues $524,372 $514,334
Income before extraordinary item $ 24,069 $ 17,005
Net income $ 13,243 $ 13,913
Income applicable to common stockholders $ 12,177 $ 12,847
Income per common share - basic and diluted:
Income before extraordinary item $ 0.25 $ 0.17
Net income $ 0.13 $ 0.14
Pro forma number of shares used in calculations - basic 92,857 92,857
Pro forma number of shares used in calculations - diluted 92,905 92,905
</TABLE>
The above unaudited pro forma results are presented in response to applicable
accounting rules relating to business acquisitions and are not necessarily
indicative of the actual results that would be achieved had each of the stations
been acquired at the beginning of the periods presented, nor are they indicative
of future results of operations.
In September 1999, the Company invested $2 million in Geocast Network Systems,
Inc. ("Geocast") in return for an equity interest in Geocast. Geocast will use
a portion of the Company's stations' digital broadcast spectrum as part of a new
digital network infrastructure to deliver a program service, which includes the
local stations' content and other national content and services, to personal
computer users. See Note 8.
7
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
September 30, 1999
3. Long-Term Debt
Long-term debt consists of the following:
December 31, September 30,
1998 1999
----------------------------------
(unaudited)
(In thousands)
Revolving Credit Facility $ - $ -
New Credit Facilities - 611,000
Senior Notes 500,000 500,000
Senior Subordinated Notes 2,596 2,596
Private Placement Debt 340,000 450,000
-------- ----------
Long-term debt $842,596 $1,563,596
======== ==========
Senior Subordinated Notes
During February 1998, the Company repaid $102.4 million of the Senior
Subordinated Notes ("Notes") at a premium of approximately $13.9 million. In
addition, the Company wrote-off the remaining deferred financing fees related to
the Notes. Both the premium paid and the deferred financing fees relating to
the Notes were classified as an extraordinary item in the accompanying condensed
consolidated statement of income for the nine months ended September 30, 1998.
Private Placement Debt
On January 14, 1999, the Company issued $110 million aggregate principal amount
of senior notes to institutional investors. The senior notes have a maturity of
12 years, with an average life of 10 years, and bear interest at 7.18% per
annum. These senior notes along with the $340 million private placement debt
(collectively, the "Private Placement Debt") issued in December 1998 were used
to fund the Kelly Transaction described above.
Credit Facility
On April 12, 1999, the Company retired its old revolving credit facility (the
"Revolving Credit Facility") and replaced it with two new revolving credit
facilities (the "New Credit Facilities") with the Chase Manhattan Bank ("Chase")
as the administrative agent for a consortium of banks. The deferred financing
fees relating to the Revolving Credit Facility were written-off and classified
as an extraordinary item in the accompanying condensed consolidated statement of
income for the nine months ended September 30, 1999.
The New Credit Facilities of $1 billion (the "$1 Billion Facility") and $250
million (the "$250 Million Facility") mature on April 12, 2004 and April 12,
2003, respectively. The New Credit Facilities contain certain financial and
other covenants.
Outstanding principal balances under the New Credit Facilities bear interest at
either, at the Company's option, LIBOR or the alternate base rate ("ABR"), plus
the "applicable margin". The "applicable margin" for ABR loans is zero. The
"applicable margin" for LIBOR loans varies between 0.75% and 1.25% depending on
the ratio of the Company's total debt to operating cash flow ("leverage ratio").
The ABR is the higher of (i) Chase's prime rate; (ii) 1% plus the secondary
market rate for three month certificates of deposit; or, (iii) 0.5% plus the
rates on overnight federal funds transactions with members of the Federal
Reserve System. The Company is required to pay an annual commitment fee based
on the unused portion of the New Credit Facilities. The commitment fee ranges
from 0.2% to 0.3% and from .15% to .25% for the $1 Billion Facility and the $250
Million Facility, respectively.
8
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
September 30, 1999
3. Long-Term Debt (continued)
Interest Rate Risk Management
The Company had two interest-rate protection agreements which expired in May and
June of 1999. These interest-rate protection agreements effectively fixed the
Company's interest rate at approximately 7% on $35 million of its borrowings
under the Revolving Credit Facility and the New Credit Facilities. The Company
entered into these agreements solely to hedge its floating interest rate risk.
4. Net Assets Held for Sale
On August 5, 1999, the Federal Communications Commission ("FCC") adopted a
report and order announcing certain changes to the FCC's ownership rules. The
rule changes permit the common ownership of television stations regardless of
Grade A signal contour overlap provided that the stations are in separate
Designated Market Areas ("DMA's"). The FCC's new rules are to become effective
on November 16, 1999.
As a result of the Pulitzer Merger, the Company owns television stations in two
areas (Baltimore (WBAL) and Lancaster (WGAL)) with overlapping Grade A signal
contours in violation of the FCC's prior local ownership rules. However, as
part of the Pulitzer Merger, the FCC granted the Company a waiver of its
ownership rules to permit the common ownership of these two stations for a
period of six months (which expired on September 18, 1999). At the end of the
waiver period, the Company would have had to divest one of these stations. As a
result of these proposed rule changes, the Company is able to commonly own WGAL
and WBAL as they are in separate DMA's. As the new rules are not yet in effect,
the net assets of WGAL are included in Net Assets Held for Sale at September 30,
1999.
5. Related Party Transactions
The Company recorded revenues of approximately $925,000 and $2.3 million during
the three and nine months ended September 30, 1998, respectively, and $1.2
million and $3.5 million during the three and nine months ended September 30,
1999, respectively, relating to the Management Agreement (whereby the Company
provides certain management services, such as sales, news, programming and
financial and accounting management services, with respect to certain The Hearst
Corporation ("Hearst") owned or operated television and radio stations). The
Company recorded expenses of approximately $536,000 and $1.6 million during the
three and nine months ended September 30, 1998, respectively, and $795,000 and
$2.3 million during the three and nine months ended September 30, 1999,
respectively, relating to the Services Agreement (whereby Hearst provides the
Company certain administrative services such as accounting, financial, legal,
tax, insurance, data processing and employee benefits). The Company believes
that the terms of all these agreements are reasonable to both sides; however,
there can be no assurance that more favorable terms would not be available from
third parties.
6. Common Stock
On March 18, 1999, the Company amended and restated its certificate of
incorporation to increase the number of authorized shares of Series A Common
Stock from 100 million to 200 million. This increases the Company's total
authorized shares of common stock to 300 million.
On June 30, 1999, the Company issued 3,686,636 shares of Series A Common Stock
to Hearst at a price of $27.125 per share for total aggregate proceeds of $100
million (the "Equity Issuance"). The net proceeds from the Equity Issuance were
used to repay a portion of the debt outstanding under the New Credit Facilities.
9
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
September 30, 1999
7. Stock Purchase Plan
The Company implemented a non-compensatory employee stock purchase plan (the
"Stock Purchase Plan") during April of 1999. The Stock Purchase Plan allows
employees to purchase shares of the Company's Series A Common Stock, at 85% of
its market price, through after-tax payroll deductions. The Company reserved
and made available for issuance and purchases under the Stock Purchase Plan
5,000,000 shares of Series A Common Stock. Employees purchased 52,202 shares
for aggregate proceeds of approximately $1.2 million through September 30, 1999.
8. Proposed Investments and Subsequent Events
In August 1999, the Company notified the owner of KQCA of the Company's intent
to exercise its option to acquire the station for a fixed price. The Company
anticipates it will enter into definitive agreements in the fourth quarter to
acquire the station, and will complete the acquisition in the first quarter of
2000.
In September 1999, the Company announced that it has agreed to invest $20
million of cash in Internet Broadcasting Systems, Inc. ("IBS") for an
approximately 30% equity interest in IBS. The Company and IBS will form a
series of local partnerships for the development and management of
news/information/entertainment portal websites. The investment is expected to
occur in the fourth quarter of 1999.
In connection with its September 1999 $2 million investment in Geocast, the
Company has agreed to invest up to an additional $8 million in Geocast subject
to the satisfaction of certain conditions. See Note 2.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- ------- -----------------------------------------------------------------------
of Operations
-------------
Results of Operations
Effective June 1, 1998, the Company exchanged its WDTN and WNAC stations (the
"Exchanged Stations") with STC for KSBW, the NBC affiliate serving the Monterey
- - Salinas, CA, television market, and WPTZ/WNNE, the NBC affiliates serving the
Plattsburgh, NY-Burlington, VT, television market (the "STC Swap"). See Note 2
of the notes to the condensed consolidated financial statements.
On January 5, 1999, effective January 1, 1999, for accounting purposes, the
Company acquired through a merger transaction all of the partnership interests
in Kelly Broadcasting Co. and substantially all of the assets and certain of the
liabilities of Kelleproductions, Inc. (the "Kelly Transaction"). As a result of
the Kelly Transaction, the Company acquired television broadcast station KCRA-
TV, Sacramento, California and the programming rights under an existing Time
Brokerage Agreement, with respect to KQCA-TV, Sacramento, California. See Note 2
of the notes to the condensed consolidated financial statements.
On March 18, 1999, the Company acquired the nine television and five radio
stations ("Pulitzer Broadcasting Company") of Pulitzer Publishing Company
("Pulitzer") and a 3.5% interest in the Arizona Diamondbacks in a merger
transaction (the "Pulitzer Merger"). In connection with the transaction, the
Company issued 37,096,774 shares of Series A Common Stock to Pulitzer
shareholders and assumed $700 million in debt, which was repaid on the
acquisition date using the Company's Credit Facility, and paid $5 million for
the interest in the Arizona Diamondbacks. See Note 2 of the notes to the
condensed consolidated financial statements.
The following discussion of results of operations does not include the pro forma
effects of the STC Swap, the Kelly Transaction or the Pulitzer Merger.
Results of operations for the three and nine months ended September 30, 1999
include: (i) WCVB (which includes Hearst-Argyle Productions), WTAE, WBAL, WISN,
KMBC, WAPT, KITV, KHBS/KHOG, WLWT, KOCO, KSBW, WPTZ/WNNE, KCRA, KQCA and
management fees derived by the Company from the Managed Stations for the entire
period; and, (ii) the Pulitzer Broadcasting Company stations from March 19
through September 30. Results of operations for the three and nine months ended
September 30, 1998 include: (i) WCVB (which includes Hearst-Argyle Productions),
WTAE, WBAL, WISN, KMBC, WAPT, KITV, KHBS/KHOG, WLWT, KOCO and management fees
derived by the Company from the Managed Stations for the entire period; (ii)
WDTN and the Company's share of the Clear Channel Venture (WNAC/WPRI) from
January 1 through May 31; and (iii) KSBW and WPTZ/WNNE from June 1 through
September 30.
Three Months Ended September 30, 1999
Compared to Three Months Ended September 30, 1998
Total revenues. Total revenues in the three months ended September 30, 1999
were $166.7 million, as compared to $95 million in the three months ended
September 30, 1998, an increase of $71.7 million or 75.5%. The increase was
primarily attributable to the Pulitzer Merger and the Kelly Transaction, which
added $56.2 million and $17.3 million, respectively, to total revenues during
the 1999 period. This increase was offset by a decrease in political revenues
of $5.9 million during the 1999 period.
Station operating expenses. Station operating expenses in the three months
ended September 30, 1999 were $80.6 million, as compared to $43.6 million in the
three months ended September 30, 1998, an increase of $37 million or 84.9%. The
increase was primarily attributable to the Pulitzer Merger and the Kelly
Transaction, which added $28.9 million and $7.1 million, respectively, to
station operating expenses during the 1999 period.
Amortization of program rights. Amortization of program rights in the three
months ended September 30, 1999 was $16.1 million, as compared to $10.4 million
in the three months ended September 30, 1998, an increase of $5.7 million or
54.8%. The increase was primarily attributable to the Pulitzer Merger and the
Kelly Transaction, which added $3.4 million and $2.6 million, respectively, to
amortization of program rights during the 1999 period. This increase was offset
by a decrease in amortization of program rights of $0.3 million due to lower
cost replacement programming in several markets.
Depreciation and amortization. Depreciation and amortization of intangible
assets was $30.4 million in the three months ended September 30, 1999, as
compared to $9 million in the three months ended September 30, 1998, an increase
of $21.4 million or 238%. The increase was primarily attributable to the
Pulitzer Merger and the Kelly Transaction, which added $16.2 million and $3.9
million, respectively, to depreciation and amortization of intangible assets
during the 1999 period.
11
<PAGE>
Station operating income. Station operating income in the three months ended
September 30, 1999 was $39.7 million, as compared to $32 million in the three
months ended September 30, 1998, an increase of $7.7 million or 24.1%. The
increase in station operating income was attributable to the net effect of the
items discussed above.
Corporate general and administrative expenses. Corporate general and
administrative expenses were $3.6 million for the three months ended September
30, 1999, as compared to $3.1 million for the three months ended September 30,
1998, an increase of $0.5 million or 16.1%. The increase was attributable to
the increase in corporate staff because of the Pulitzer Merger and other costs
associated with the Kelly Transaction and the Pulitzer Merger.
Interest expense, net. Interest expense, net was $29 million in the three
months ended September 30, 1999, as compared to $10.2 million in the three
months ended September 30, 1998, an increase of $18.8 million or 184%. The
increase in interest expense, net was primarily attributable to a larger
outstanding debt balance during the 1999 period due to the Kelly Transaction and
the Pulitzer Merger.
Income taxes. Income tax expense was $3.8 million in the three months ended
September 30, 1999, as compared to $7.9 million in the three months ended
September 30, 1998, a decrease of $4.1 million, or 51.9%. The effective rate
was 53.3% for the three months ended September 30, 1999 as compared to 42% for
the three months ended September 30, 1998. This represents federal and state
income taxes as calculated on the Company's net income before taxes and
extraordinary item for the three months ended September 30, 1999 and 1998. The
increase in the effective rate relates primarily to the non-tax-deductible
goodwill amortization related to the Pulitzer Merger. The effective rate for the
three months ended September 30, 1999 reflects a year-to-date adjustment
increasing the effective rate to 47% as of September 30, 1999 from 46.2% as of
June 30, 1999.
Extraordinary item. The Company recorded an extraordinary item of $0.05
million, net of the related income tax benefit, in the three months ended
September 30, 1998. This extraordinary item resulted from the early repayment
of $102.4 million of the Company's Senior Subordinated Notes. The extraordinary
item includes certain expenses associated with the early repayment of the Senior
Subordinated Notes.
Net income. Net income was $3.3 million in the three months ended September 30,
1999, as compared to net income of $10.9 million in the three months ended
September 30, 1998, a decrease of $7.6 million or 69.7%. The decrease in net
income was attributable to the net effect of the items discussed above.
Broadcast Cash Flow. Broadcast cash flow was $71.8 million in the three months
ended September 30, 1999, as compared to $40.7 million in the three months ended
September 30, 1998, an increase of $31.1 million or 76.4%. The increase was
primarily attributable to the Pulitzer Merger and the Kelly Transaction, which
added $24.5 million and $8.8 million, respectively, to broadcast cash flow
during the 1999 period. This increase was offset by a decrease in broadcast
cash flow of $5.9 million due primarily to a decrease in political revenues
during the 1999 period. Broadcast cash flow is defined as station operating
income, plus depreciation and amortization, plus amortization of program rights,
minus program payments. The Company has included broadcast cash flow data
because management utilizes and believes that such data are commonly used as a
measure of performance among companies in the broadcast industry. Broadcast
cash flow is also frequently used by investors, analysts, valuation firms and
lenders as one of the important determinants of underlying asset value.
Broadcast cash flow should not be considered in isolation or as an alternative
to operating income (as determined in accordance with generally accepted
accounting principles) as an indicator of the entity's operating performance, or
to cash flow from operating activities (as determined in accordance with
generally accepted accounting principles) as a measure of liquidity. This
measure is believed to be, but may not be, comparable to similarly titled
measures used by other companies in the broadcast industry.
Nine Months Ended September 30, 1999
Compared to Nine Months Ended September 30, 1998
Total revenues. Total revenues in the nine months ended September 30, 1999 were
$466.2 million, as compared to $292 million in the nine months ended September
30, 1998, an increase of $174.2 million or 59.7%. The increase was primarily
attributable to the Pulitzer Merger and the Kelly Transaction, which added
$126.6 million and $51.8 million, respectively, to 1999 total revenues. This
increase was offset by a decrease in political revenues of $6.9 million during
the 1999 period.
12
<PAGE>
Station operating expenses. Station operating expenses in the nine months ended
September 30, 1999 were $218.1 million, as compared to $127.6 million in the
nine months ended September 30, 1998, an increase of $90.5 million or 70.9%. The
increase was primarily attributable to the Pulitzer Merger, the Kelly
Transaction and the net effect of the STC Swap, which added $61.7 million, $21.8
million and $2.5 million, respectively, to total 1999 station operating
expenses.
Amortization of program rights. Amortization of program rights in the nine
months ended September 30, 1999 was $44.6 million, as compared to $32 million in
the nine months ended September 30, 1998, an increase of $12.6 million or 39.4%.
The increase was primarily attributable to the Kelly Transaction and the
Pulitzer Merger, which added $7.8 million and $6.6 million, respectively, to
amortization of program rights during 1999. This increase was offset by a
decrease in amortization of program rights of (i) $0.6 million due to the net
effect of the STC Swap and (ii) $1.4 million due to lower cost replacement
programming in several markets.
Depreciation and amortization. Depreciation and amortization of intangible
assets was $76.5 million in the nine months ended September 30, 1999, as
compared to $26.7 million in the nine months ended September 30, 1998, an
increase of $49.8 million or 187%. The increase was primarily attributable to
the Pulitzer Merger, the Kelly Transaction and the net effect of the STC Swap,
which added $34.8 million, $11.8 million and $0.9 million, respectively, to
depreciation and amortization of intangible assets during 1999.
Station operating income. Station operating income in the nine months ended
September 30, 1999 was $126.9 million, as compared to $105.7 million in the nine
months ended September 30, 1998, an increase of $21.2 million or 20.1%. The
increase in station operating income was attributable to the net effect of the
items discussed above.
Corporate general and administrative expenses. Corporate general and
administrative expenses were $11.9 million for the nine months ended September
30, 1999, as compared to $9.6 million for the nine months ended September 30,
1998, an increase of $2.3 million or 24%. The increase was attributable to the
increase in corporate staff because of the Pulitzer Merger and other costs
associated with the Kelly Transaction and the Pulitzer Merger.
Interest expense, net. Interest expense, net was $78 million in the nine months
ended September 30, 1999, as compared to $30 million in the nine months ended
September 30, 1998, an increase of $48 million or 160%. This increase in
interest expense, net was primarily attributable to a larger outstanding debt
balance during the 1999 period due to the Kelly Transaction and the Pulitzer
Merger.
Income taxes. Income tax expense was $17.4 million in the nine months ended
September 30, 1999, as compared to $28.1 million in the nine months ended
September 30, 1998, a decrease of $10.7 million, or 38.1%. The effective rate
was 47% for the nine months ended September 30, 1999 as compared to 42.5 % for
the nine months ended September 30, 1998. This represents federal and state
income taxes as calculated on the Company's income before taxes and
extraordinary item for the nine months ended September 30, 1999 and 1998. The
increase in the effective rate relates primarily to the non-tax-deductible
goodwill amortization related to the Pulitzer Merger.
Extraordinary item. The Company recorded an extraordinary item of $3.1 million,
net of the related income tax benefit, in 1999. This extraordinary item, which
resulted from the early retirement of the Company's Revolving Credit Facility,
includes the write-off of the unamortized deferred financing costs associated
with the Revolving Credit Facility. The Company recorded an extraordinary item
of $10.8 million net of the related income tax benefit, in 1998. The 1998
extraordinary item resulted from the early repayment of $102.4 million of the
Company's Senior Subordinated Notes. The extraordinary item includes the write-
off of the unamortized deferred financing costs associated with the Senior
Subordinated Notes, the payment of a premium for the early repayment and certain
expenses associated with early repayment.
Net income. Net income was $16.6 million in the nine months ended September 30,
1999, as compared to net income of $27.2 million in the nine months ended
September 30, 1998, a decrease of $10.6 million or 39%. The decrease in net
income was attributable to the net effect of the items discussed above.
13
<PAGE>
Broadcast Cash Flow. Broadcast cash flow was $206.5 million in the nine months
ended September 30, 1999, as compared to $131.8 million in the nine months ended
September 30, 1998, an increase of $74.7 million or 56.7%. The increase was
primarily attributable to the Pulitzer Merger and the Kelly Transaction, which
added $58.7 million and $25.2 million, respectively, to broadcast cash flow
during the 1999 period. This increase was offset by a decrease in broadcast
cash flow of (i) $6.9 million due to a decrease in political revenues and (ii)
$2.4 million due to the net effect of the STC Swap during the 1999 period.
Broadcast cash flow is defined as station operating income, plus depreciation
and amortization, plus amortization of program rights, minus program payments.
The Company has included broadcast cash flow data because management utilizes
and believes that such data are commonly used as a measure of performance among
companies in the broadcast industry. Broadcast cash flow is also frequently
used by investors, analysts, valuation firms and lenders as one of the important
determinants of underlying asset value. Broadcast cash flow should not be
considered in isolation or as an alternative to operating income (as determined
in accordance with generally accepted accounting principles) as an indicator of
the entity's operating performance, or to cash flow from operating activities
(as determined in accordance with generally accepted accounting principles) as a
measure of liquidity. This measure is believed to be, but may not be,
comparable to similarly titled measures used by other companies in the broadcast
industry.
Liquidity and Capital Resources
In connection with the Kelly Transaction, the Company issued $340 million and
$110 million in senior notes ("Private Placement Debt") in December 1998 and
January 1999, respectively. The remainder of the Kelly Transaction purchase
price was funded using a combination of borrowings under the Revolving Credit
Facility and available cash. See Notes 2 and 3 of the notes to the condensed
consolidated financial statements.
In connection with the Pulitzer Merger, the Company issued 37,096,774 shares of
Series A Common Stock to Pulitzer shareholders, assumed $700 million in debt and
paid $5 million for the interest in the Arizona Diamondbacks. The Company
borrowed approximately $715 million under the Revolving Credit Facility to
refinance the assumed debt and pay related transaction expenses. See Notes 2
and 3 of the notes to the condensed consolidated financial statements.
On April 12, 1999, the Company retired its Revolving Credit Facility and
replaced it with two new revolving credit facilities (the "New Credit
Facilities") with the Chase Manhattan Bank as the administrative agent for a
consortium of banks. The New Credit Facilities of $1 billion and $250 million
will mature on April 12, 2004 and April 12, 2003, respectively. The Company may
borrow amounts under the Credit Facility from time to time for additional
acquisitions, capital expenditures and working capital, subject to the
satisfaction of certain conditions on the date of borrowing. See Note 3 of the
notes to the condensed consolidated financial statements.
On June 30, 1999 the Company issued to The Hearst Corporation 3,686,636 shares
of the Company's Series A Common Stock for $100 million (the "Equity Issuance").
The Company used the net proceeds of this $100 million equity issuance to repay
a portion of the outstanding balance under its New Credit Facilities, thereby
reducing the Company's overall debt leverage ratio and future interest expense.
Borrowings related to the Kelly Transaction and the Pulitzer Merger will
increase the Company's interest expense by approximately $78.3 million per year
based on the borrowings at the time of the transactions. This increase in
interest expense will decrease as the debt balance is reduced by cash flows from
operations. Additionally, this increase will be offset by a decrease in
interest expense of $6.3 million per year due to the Equity Issuance. The net
increase in interest expense will be funded from the increase in cash flow from
operations due to the Kelly Transaction and the Pulitzer Merger.
The Company implemented an employee stock purchase plan (the "Stock Purchase
Plan") during April of 1999. The Stock Purchase Plan allows employees to
purchase shares of the Company's Series A Common Stock through after-tax payroll
deductions. The Company reserved and made available for issuance and purchase
under the Stock Purchase Plan 5,000,000 shares of Series A Common Stock.
Employees purchased 52,202 shares for aggregate proceeds of approximately $1.2
million through September 30, 1999. The Stock Purchase Plan is intended to
comply with the provisions of Section 423 of the Internal Revenue code of 1986,
as amended.
In September 1999, the Company announced that it has agreed to invest $20
million of cash in Internet Broadcasting Systems, Inc. ("IBS") for approximately
a 30% equity interest in IBS. The investment is expected to occur in the fourth
quarter of 1999. See Note 8 of the notes to the condensed consolidated
financial statements.
In September 1999, the Company invested $2 million in Geocast Network Systems,
Inc. ("Geocast") in return for an equity interest in Geocast. Additionally, the
Company has agreed to invest up to an additional $8 million in Geocast subject
to the satisfaction of certain conditions. See Notes 2 and 8 of the notes to
the condensed consolidated financial statements.
14
<PAGE>
Capital expenditures were $22.7 million for the year ended December 31, 1998 and
$46.4 million during the nine months ended September 30, 1999. During the 1999
period, the Company invested approximately: (i) $23.5 million in special
projects/buildings including the purchase of its station facility, which was
previously rented, at WCVB and its new station facility at WLWT; (ii) $8.1
million in digital conversion projects at various stations; and, (iii) $14.8
million in maintenance projects. The Company expects to spend approximately
$63.5 million for the year ending December 31, 1999, including approximately (i)
$26.4 million in special projects/buildings, (ii) $14.9 million in digital
projects and (iii) $22.2 million in maintenance projects.
The Company anticipates that its primary sources of cash, those being current
cash balances, operating cash flow and amounts available under the New Credit
Facilities, will be sufficient to finance the operating and working capital
requirements of its stations, the Company's debt service requirements,
investment commitments and anticipated capital expenditures of the Company for
both the next 12 months and the foreseeable future thereafter.
Impact of Inflation
The impact of inflation on the Company's operations has not been significant to
date. There can be no assurance, however, that a high rate of inflation in the
future would not have an adverse impact on the Company's operating results.
Forward-Looking Statements
This report contains certain forward-looking statements concerning the Company's
operations, economic performance and financial condition. These statements are
based upon a number of assumptions and estimates which are inherently subject to
uncertainties and contingencies, many of which are beyond the control of the
Company, and reflect future business decisions which are subject to change.
Some of the assumptions may not materialize and unanticipated events may occur
which can affect the Company's results.
Year 2000 Readiness Disclosure
State Of Readiness
- ------------------
The Company has undertaken various initiatives intended to ensure that its
information assets ("IT Assets") and non-IT Assets with embedded microprocessors
will function properly with respect to dates in the Year 2000 and thereafter.
The Company has implemented a comprehensive plan (the "Plan") including the
following phases: (i) the identification of mission-critical operating systems
and applications and the inventory of all hardware and software at risk of being
date sensitive to Year 2000 related problems (collectively, "Year 2000
problems"); (ii) assessment and evaluation of these systems including
prioritization; (iii) modification, upgrading and replacement of the affected
systems; and, (iv) compliance testing of the systems. The Plan's goal is either
to certify systems as Year 2000 compliant or to determine and fund the
correction of the affected systems. To achieve this goal, the Company has
established Year 2000 teams that are responsible for analyzing the Year 2000
impact on operations and for formulating appropriate strategies to overcome and
resolve the Year 2000 problems.
To date, significant progress on each of the four phases of the Plan has been
made. The status of the Plan's completion is as follows:
(i) The Company has identified all mission-critical operating systems. The
inventory phase has been completed.
(ii) As of September 30, 1999, the Company has substantially completed the
assessment and evaluation phase of the systems inventoried. The Company
has identified the systems not yet analyzed and has allocated resources to
evaluate their Year 2000 readiness. This phase includes inquiring formally
into the Year 2000 readiness of the Company's third-party vendors,
suppliers and service providers to determine the impact of the Year 2000
on the technology they have supplied and their plans to address any
potential Year 2000 problems. The Company has received responses from the
majority of the companies identified.
(iii) As of September 30, 1999, the Company has substantially completed the
phase of modifying, upgrading, and replacing affected systems.
(iv) As of September 30, 1999, the Company has substantially completed the
compliance testing for systems modified, upgraded or replaced.
15
<PAGE>
Year 2000 Costs (Excluding Acquisitions)
- ----------------------------------------
The majority of costs associated with the Company's Year 2000 problems have been
and are expected to be for fully depreciated and obsolete systems that were
scheduled for replacement prior to the Year 2000. These replacement systems
were installed to provide users with enhanced capabilities and functionality,
not solely to bring systems into year 2000 compliance. Through September 30,
1999, the Company has spent approximately $2.4 million on these replacement
systems. Through September 30, 1999, the Company has spent approximately $0.8
million for systems with accelerated replacement schedules due to Year 2000
problems and approximately $0.2 million for remediation of equipment and systems
with Year 2000 problems. These costs have been included in the capital
expenditure disclosure in the Liquidity and Capital Resources section.
The Company expects to spend a total of approximately $2.6 million for scheduled
replacement systems, approximately $1.0 million for systems with accelerated
replacement schedules due to Year 2000 problems and approximately $0.4 million
for remediation of equipment and systems with Year 2000 problems. These
estimates assumes that third-party suppliers have accurately assessed the
compliance of their products and that they will successfully correct the issue
in non-compliant products. Because of the complexity of correcting Year 2000
problems, actual costs may vary from these estimates. These costs have been
included in the capital expenditure disclosure in the Liquidity and Capital
Resources section.
Contingency Plans
- -----------------
The Company has developed a comprehensive Year 2000 contingency plan. The
contingency plan includes specific instructions to enable stations to continue
operations should mission-critical systems become inoperable as a result of Year
2000 related problems. The framework of the contingency plan has been modified
by each station to reflect internal procedures. Various simulated exercises have
been conducted to verify the contingency plan's effectiveness. The contingency
plan includes performing certain processes, as well as developing alternative
procedures should third party services be unavailable. The contingency plan
includes a list of key personnel to contact if problems occur. Key personnel
will be on duty or available during the critical time period from December 31,
1999 to early January 2000. The Company believes that due to the pervasive
nature of potential Year 2000 problems, the contingency planning process is an
ongoing one that will require further modification as the Company obtains
additional information regarding (i) the Company's internal systems and
equipment during the remediation and testing phases of its Year 2000 program and
(ii) the status of third-party Year 2000 readiness.
Acquisitions
- ------------
An assessment has been made of the newly acquired Pulitzer Broadcasting Company
and Kelly Broadcasting systems, and systems potentially affected by Year 2000
problems have been identified (See Note 2 of the notes to the condensed
consolidated financial statements). Included are systems that were fully
depreciated, obsolete and scheduled for replacement. From the date the Company
obtained ownership of the Pulitzer and Kelly Broadcasting stations, through
September 30, 1999, the Company has spent approximately $1.0 million on these
replacement systems, approximately $0.4 million for systems with accelerated
replacement schedules due to Year 2000 problems and approximately $0.1 million
for remediation of equipment and systems with Year 2000 problems. The Company
expects to spend a total of approximately $1.1 million for scheduled replacement
systems, $0.5 million for systems whose replacement schedule was accelerated due
to Year 2000 problems and approximately $0.3 million for remediation of
equipment and systems with Year 2000 problems. However, because of the
complexity of correcting Year 2000 problems, actual costs may vary from this
estimate. These costs are in addition to the costs discussed above in the Year
2000 Costs (Excluding Acquisitions) section. However, these costs have been
included in the capital expenditure disclosure in the Liquidity and Capital
Resources section. The Company is prepared to fund the remaining remediation
projects for the newly acquired Pulitzer Broadcasting Company and Kelly
Broadcasting stations. The evaluation of all systems and third-party
dependencies is ongoing.
Possible Consequences of Year 2000 Problems
- -------------------------------------------
The Company believes that completed and planned modifications and conversions of
its internal systems and equipment will allow it to be Year 2000 compliant.
There can be no assurance, however, that the Company's internal systems or
equipment or those of third parties on which the Company relies will be Year
2000 compliant in a timely manner or that the Company's or third parties
contingency plans will mitigate the effect of any noncompliance. The failure of
the systems or equipment of the Company or third parties (which the Company
believes is the most reasonably likely worst case scenario) could effect the
broadcast of advertisements and programming and could have a material effect on
the Company's business or consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- ------ ----------------------------------------------------------
The Company's New Credit Facilities are sensitive to changes in interest rates.
The Company's interest-rate swap agreements expired in May and June of 1999.
See Note 3 of the notes to the condensed consolidated financial statements. As
of September 30, 1999, the Company is not involved in any derivative financial
instruments. However, the Company may consider certain interest-rate risk
strategies in the future.
16
<PAGE>
Part II Other Information
Item 6. Exhibits and reports on form 8-K
- ------- --------------------------------
(a) Exhibit No.:
------------
27.1 Financial Data Schedule
(b) Reports on Form 8-K:
--------------------
The Company did not file any reports on Form 8-K in the quarter ended September
30, 1999.
17
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Hearst-Argyle Television, Inc.
------------------------------
Registrant
November 5, 1999 By: /s/ Harry T. Hawks
- ---------------- ------------------
Date Harry T. Hawks, Senior Vice President and Chief
Financial Officer,
(Principal Financial Officer)
November 5, 1999 By: /s/ Teresa Lopez
- ---------------- -----------------
Date Teresa Lopez, Vice President and Controller
(Principal Accounting Officer)
18
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1999 AND THE CONDENSED
CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-END> SEP-30-1999 SEP-30-1999
<CASH> 2,554 2,554
<SECURITIES> 0 0
<RECEIVABLES> 133,316 133,316
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 494,835 494,835
<PP&E> 332,811 332,811
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 3,914,314 3,914,314
<CURRENT-LIABILITIES> 153,846 153,846
<BONDS> 1,563,596 1,563,596
0 0
2 2
<COMMON> 947 947
<OTHER-SE> 1,401,206 1,401,206
<TOTAL-LIABILITY-AND-EQUITY> 3,914,314 3,914,314
<SALES> 0 0
<TOTAL-REVENUES> 166,731 466,209
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 130,620 351,179
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 28,968 77,960
<INCOME-PRETAX> 7,143 37,070
<INCOME-TAX> 3,806 17,423
<INCOME-CONTINUING> 3,337 19,647
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 (3,092)
<CHANGES> 0 0
<NET-INCOME> 3,337 16,555
<EPS-BASIC> 0.03 0.19
<EPS-DILUTED> 0.03 0.19
</TABLE>
