<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 JUNE 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 August 9, 1999, the Registrant had 92,865,475 shares of common stock
outstanding. Consisting of 51,566,827 shares of Series A Common Stock and
41,298,648 shares of Series B Common Stock.
================================================================================
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Index
<TABLE>
<CAPTION>
Page No.
<S> <C> <C>
Part I Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of December 31, 1998 and June 30, 1999 (unaudited)...... 1
Condensed Consolidated Statements of Income for the Three and Six Months Ended
June 30, 1998 and 1999 (unaudited)............................................................... 3
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 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............ 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk....................................... 15
Part II Other Information
Item 2. Changes in Securities and Use of Proceeds........................................................ 16
Item 4. Submission of Matters to a Vote of Security Holders.............................................. 16
Item 6. Exhibits and reports on Form 8-K................................................................. 16
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 June 30, 1999
(Unaudited)
----------------------------------------------------
(In thousands)
Assets
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 380,980 $ 2,451
Accounts receivable, net 91,608 146,529
Program and barter rights 35,408 20,907
Deferred income taxes 2,166 5,316
Net assets held for sale - 12,594
Other 5,087 10,250
---------- ----------
Total current assets 515,249 198,047
---------- ----------
Property, plant and equipment, net 129,613 265,560
---------- ----------
Intangible assets, net 711,409 3,351,170
---------- ----------
Other assets:
Deferred acquisition and financing costs,
net 31,302 32,106
Program and barter rights, noncurrent 3,584 7,314
Other 29,983 28,290
---------- ----------
Total other assets 64,869 67,710
---------- ----------
Total assets $1,421,140 $3,882,487
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Condensed Consolidated Balance Sheets
(Continued)
<TABLE>
<CAPTION>
December 31, 1998 June 30, 1999
(Unaudited)
------------------------------------------------------------------
(In thousands)
<S> <C> <C>
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 5,094 $ 9,313
Accrued liabilities 34,432 50,825
Program and barter rights payable 35,411 18,892
Related party payable 12,218 12,471
Other 1,692 814
---------- ----------
Total current liabilities 88,847 92,315
---------- ----------
Program and barter rights payable, noncurrent 3,752 7,362
Long-term debt 842,596 1,596,596
Deferred income taxes 158,449 782,239
Other liabilities 3,106 2,897
---------- ----------
Total noncurrent liabilities 1,007,903 2,389,094
---------- ----------
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 1,270,397
Retained earnings 171,397 183,904
Treasury stock, at cost (50,653) (54,172)
---------- ----------
Total stockholders' equity 324,390 1,401,078
---------- ----------
Total liabilities and stockholders' equity $1,421,140 $3,882,487
========== ==========
</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 Six Months Ended
June 30, June 30,
1998 1999 1998 1999
---------------------------------------------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Total revenues $109,713 $186,054 $196,965 $299,478
Station operating expenses 41,506 81,584 83,948 137,486
Amortization of program rights 10,846 15,763 21,669 28,590
Depreciation and amortization 8,800 29,873 17,641 46,142
-------- -------- -------- --------
Station operating income 48,561 58,834 73,707 87,260
Corporate general and administrative expenses 3,119 4,324 6,554 8,341
-------- -------- -------- --------
Operating income 45,442 54,510 67,153 78,919
Interest expense, net 8,867 29,776 19,827 48,992
-------- -------- -------- --------
Income before income taxes and extraordinary item 36,575 24,734 47,326 29,927
Income taxes 15,313 11,253 20,229 13,617
-------- -------- -------- --------
Income before extraordinary item 21,262 13,481 27,097 16,310
Extraordinary item, loss on early retirement of debt,
net of income tax benefit of $6,414 and $2,041 for
the six months ended June 30, 1998 and 1999, respectively (808) (3,092) (10,777) (3,092)
-------- -------- -------- --------
Net income 20,454 10,389 16,320 13,218
Less preferred stock dividends (355) (355) (711) (711)
-------- -------- -------- --------
Income applicable to common stockholders $ 20,099 $ 10,034 $ 15,609 $ 12,507
======== ======== ======== ========
Income per common share - basic:
Before extraordinary item $ 0.39 $ 0.15 $ 0.49 $ 0.21
Extraordinary item (0.02) (0.04) (0.20) (0.04)
-------- -------- -------- --------
Net income $ 0.37 $ 0.11 $ 0.29 $ 0.17
======== ======== ======== ========
Number of common shares used in the calculation 53,798 89,197 53,815 73,396
======== ======== ======== ========
Income per common share - diluted:
Before extraordinary item $ 0.39 $ 0.15 $ 0.49 $ 0.21
Extraordinary item (0.02) (0.04) (0.20) (0.04)
-------- -------- -------- --------
Net income $ 0.37 $ 0.11 $ 0.29 $ 0.17
======== ======== ======== ========
Number of common shares used in the calculation 54,095 89,229 54,080 73,461
======== ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1998 1999
----------------------------------------------
(In thousands)
<S> <C> <C>
Operating Activities
Net income $ 16,320 $ 13,218
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 6,364 13,626
Amortization of intangible assets 11,277 32,516
Amortization of deferred financing costs 1,236 1,469
Amortization of program rights 21,669 28,590
Program payments (21,936) (27,326)
Provision for doubtful accounts - 648
Fair value adjustments of interest rate protection agreements 76 (321)
Deferred income taxes 2,154 (792)
Changes in operating assets and liabilities, net 11,880 (7,769)
-------- -----------
Net cash provided by operating activities 66,231 58,992
-------- -----------
Investing Activities
Acquisition of Pulitzer Broadcasting Company - (711,574)
Acquisition of Kelly Broadcasting Co. and Kelleproductions, Inc. - (529,621)
Swap Transaction with STC (20,136) -
Acquisition costs (124) (24)
Issuance of STC note receivable, net (51,055) -
Purchases of property, plant, and equipment:
Special projects/buildings (2,504) (21,532)
Digital (1,151) (4,524)
Maintenance (4,299) (10,371)
-------- -----------
Net cash used in investing activities (79,269) (1,277,646)
-------- -----------
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Condensed Consolidated Statements of Cash Flows (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1998 1999
---------------------------------------------
(In thousands)
<S> <C> <C>
Financing Activities
Financing costs and other $ (4,374) $ (10,510)
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 (711) (711)
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 - 790,000
Payment of long-term debt - (146,000)
Series A Common Stock:
Issuances 229 99,700
Repurchases (8,306) (3,519)
Proceeds from employee stock purchase plan - 440
Exercise of stock options - 725
--------- ----------
Net cash provided by financing activities 14,217 840,125
--------- ----------
Increase (decrease) in cash and cash equivalents 1,179 (378,529)
Cash and cash equivalents at beginning of period 12,759 380,980
--------- ----------
Cash and cash equivalents at end of period $ 13,938 $ 2,451
========= ==========
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 $2,316,424
Fair market value of liabilities assumed (638,015)
Issuance of Series A Common Stock (966,835)
----------
Net cash paid for acquisition $ 711,574
==========
Kelly Transaction
Fair market value of assets acquired $ 547,512
Fair market value of liabilities assumed (17,891)
----------
Net cash paid for acquisition $ 529,621
==========
Cash paid during the period for interest $ 15,123 $ 46,447
========= ==========
Cash paid during the period for taxes $ 224 $ 14,653
========= ==========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 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 six month periods ended June
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 December 31, 1998 condensed
consolidated balance sheet to conform to the June 30, 1999 presentation.
2. Acquisitions
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, acquisitions 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 June 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)
June 30, 1999
2. Acquisitions (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% investment 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 investment 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 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 June 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 (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>
Six Months Ended June 30,
1998 1999
--------------------------------------------
(unaudited)
(In thousands, except per share data)
<S> <C> <C>
Total revenues $357,710 $347,603
Income before extraordinary item $ 19,736 $ 13,872
Net income $ 8,959 $ 10,780
Income applicable to common stockholders $ 8,248 $ 10,069
Income per common share - basic and diluted:
Income before extraordinary item $ 0.20 $ 0.14
Net income $ 0.09 $ 0.11
Pro forma number of shares used in calculations - basic 92,844 92,844
Pro forma number of shares used in calculations - diluted 92,909 92,909
</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.
3. Long-Term Debt
Long-term debt consists of the following:
<TABLE>
<CAPTION>
December 31, June 30,
1998 1999
--------------------------------------------
(unaudited)
(In thousands)
<S> <C> <C>
Revolving Credit Facility $ - $ -
New Credit Facilities - 644,000
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 $1,596,596
======== ==========
</TABLE>
7
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
June 30, 1999
3. Long-Term Debt (continued)
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 operations for the six months ended June 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
operations for the three and six months ended June 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
the "applicable margin" plus either, at the Company's option, LIBOR or the
alternate base rate ("ABR"). 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.
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
Upon completion of the Pulitzer Merger, the Company owns television stations in
two areas (Baltimore and Lancaster) with overlapping signal contours in
violation of the Federal Communications Commission's ("FCC's") local ownership
rules. As of June 30, 1999 the FCC's ownership rules prohibit the common
ownership of two television stations that have overlapping Grade A signal
contours. To comply with these rules, the Company would be required to divest
one station in the aforementioned areas. Included in the caption Net Assets
Held for Sale on the accompanying condensed consolidated balance sheet as of
June 30, 1999, are the net assets of the station located in Lancaster at its
carrying value. See Note 8 for further discussion.
8
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
June 30, 1999
5. Related Party Transactions
The Company recorded revenues of approximately $946,000 and $1.3 million during
the three and six months ended June 30, 1998, respectively, and $1.5 million and
$2.3 million during the three and six months ended June 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 $1.1 million during the three
and six months ended June 30, 1998, respectively, and $765,000 and $1.5 million
during the three and six months ended June 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 for total aggregate proceeds of $100 million
(the "Equity Issuance"). The net proceeds from the Equity Issuance were used to
pay a portion of the debt outstanding under the New Credit Facilities.
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 purchase under the Stock Purchase Plan
5,000,000 shares of Series A Common Stock. Employees purchased 19,760 shares
for aggregate proceeds of approximately $440,000 through June 30, 1999.
8. Subsequent Event
On August 5, 1999, the FCC adopted a report and order announcing certain changes
to the FCC's ownership rules. Prior to these rule changes, the FCC's ownership
rules prohibited the common ownership of television stations that had
overlapping Grade A signal contours. This prior rule would have prohibited the
common ownership of WBAL, the Company's Baltimore, MD television station, and
WGAL, the Lancaster, PA television station that the Company acquired in the
Pulitzer Merger. As part of the Pulitzer Merger, the FCC granted the Company a
waiver of ownership rules to permit the common ownership of these two stations
for a period of six months (which was to expire on September 18, 1999). At the
end of the waiver period, the Company would have had to divest one of these
stations.
The rule changes adopted on August 5, 1999 will permit the common ownership of
television stations regardless of Grade A signal contour overlap provided that
the stations are in separate Designated Market Areas ("DMAs"). As a result of
these rule changes, the Company will be able to commonly own WGAL and WBAL as
they are in separate DMAs. The FCC's new rules are to become effective 60 days
after publication in the Federal Register, which had not occurred as of August
12, 1999. As the new rules are not yet effective, the net assets of WGAL are
included in Net Assets Held for Sale at June 30,1999.
9
<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% investment 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 investment 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 six months ended June 30, 1999 include:
(i) WCVB, 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 June 30. Results of operations for the
three and six months ended June 30, 1998 include: (i) WCVB, 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 June 30.
Three Months Ended June 30, 1999
Compared to Three Months Ended June 30, 1998
Total revenues. Total revenues in the three months ended June 30, 1999 were
$186.1 million, as compared to $109.7 million in the three months ended June 30,
1998, an increase of $76.4 million or 69.6%. The increase was primarily
attributable to the Pulitzer Merger and the Kelly Transaction, which added $61.5
million and $18.6 million, respectively, to total revenues during the 1999
period. This increase was offset by a decrease in (i) national and local
advertising revenues for two markets of $4.1 million due to soft market
conditions, and a decrease in market share resulting from a decrease in ratings
and (ii) political revenues of $1.4 million during the 1999 period.
Station operating expenses. Station operating expenses in the three months
ended June 30, 1999 were $81.6 million, as compared to $41.5 million in the
three months ended June 30, 1998, an increase of $40.1 million or 96.6%. The
increase was primarily attributable to the Pulitzer Merger, the Kelly
Transaction and the net effect of the STC Swap, which added $29 million, $7.1
million and $1.3 million, respectively, to station operating expenses during the
1999 period.
Amortization of program rights. Amortization of program rights in the three
months ended June 30, 1999 was $15.8 million, as compared to $10.8 million in
the three months ended June 30, 1998, an increase of $5 million or 46.3%. The
increase was primarily attributable to the Pulitzer Merger and the Kelly
Transaction, which added $2.9 million and $2.8 million, respectively, to
amortization of program rights during the 1999 period. This increase was offset
by a decrease in amortization of program rights of (i) $0.3 million due to the
net effect of the STC Swap and (ii) $0.5 million due to lower cost replacement
programming in several markets.
Depreciation and amortization. Depreciation and amortization of intangible
assets was $29.9 million in the three months ended June 30, 1999, as compared to
$8.8 million in the three months ended June 30, 1988, an increase of $21.1
million or 240%. The increase was primarily attributable to the Pulitzer Merger
and the Kelly Transaction, which added $16.4 million and $3.7 million,
respectively, to depreciation and amortization of intangible assets during the
1999 period.
10
<PAGE>
Station operating income. Station operating income in the three months ended
June 30, 1999 was $58.8 million, as compared to $48.6 million in the three
months ended June 30, 1998, an increase of $10.2 million or 21%. The increase
in station operating income was attributable to the items discussed above.
Corporate general and administrative expenses. Corporate general and
administrative expenses were $4.3 million for the three months ended June 30,
1999, as compared to $3.1 million for the three months ended June 30, 1998, an
increase of $1.2 million or 38.7%. 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 $29.8 million in the three
months ended June 30, 1999, as compared to $8.9 million in the three months
ended June 30, 1998, an increase of $20.9 million or 235%. 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 $11.3 million in the three months ended
June 30, 1999, as compared to $15.3 million in the three months ended June 30,
1998, a decrease of $4 million, or 26.1%. The effective rate was 45.5% for the
three months ended June 30, 1999 as compared to 41.9% for the three months ended
June 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 June 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 the three months ended June 30, 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 $0.8 million, net of the related
income tax benefit, in the three months ended June 30, 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 certain
expenses associated with the early repayment of the Senior Subordinated Notes.
Net income. Net income was $10.4 million in the three months ended June 30,
1999, as compared to net income of $20.5 million in the three months ended June
30, 1998, a decrease of $10.1 million or 49.3%. The decrease in net income was
attributable to the items discussed above.
Broadcast Cash Flow. Broadcast cash flow was $89.7 million in the three months
ended June 30, 1999, as compared to $57.4 million in the three months ended June
30, 1998, an increase of $32.3 million or 56.3%. The increase was primarily
attributable to the Pulitzer Merger and the Kelly Transaction, which added $29.6
million and $9.9 million, respectively, to broadcast cash flow during the 1999
period. This increase was offset by a decrease in broadcast cash flow of: (i)
$4.1 million due to a decrease in national and local advertising revenues for
two markets due to soft market conditions, and a decrease in market share
resulting from a decrease in ratings; (ii) $1.5 million due to the net effect of
STC Swap; and, (iii) $1.4 million due 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.
Six Months Ended June 30, 1999
Compared to Six Months Ended June 30, 1998
Total revenues. Total revenues in the six months ended June 30, 1999 were
$299.5 million, as compared to $197 million in the six months ended June 30,
1998, an increase of $102.5 million or 52%. The increase was primarily
attributable to the Pulitzer Merger and the Kelly Transaction, which added $70.4
million and $34.5 million, respectively, to 1999 total revenues. This increase
was offset by a decrease in (i) national and local advertising revenues for two
markets of $6 million due to soft market conditions, and a decrease in market
share resulting from a decrease in ratings, and (ii) political revenues of $1
million during the 1999 period.
11
<PAGE>
Station operating expenses. Station operating expenses in the six months ended
June 30, 1999 were $137.5 million, as compared to $83.9 million in the six
months ended June 30, 1998, an increase of $53.6 million or 63.9%. The increase
was primarily attributable to the Pulitzer Merger, the Kelly Transaction and the
net effect of the STC Swap, which added $32.9 million, $14.7 million and $2.1
million to station operating expenses during 1999.
Amortization of program rights. Amortization of program rights in the six
months ended June 30, 1999 was $28.6 million, as compared to $21.7 million in
the six months ended June 30, 1998, an increase of $6.9 million or 31.8%. The
increase was primarily attributable to the Kelly Transaction and the Pulitzer
Merger, which added $5.2 million and $3.3 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) $1.1 million due to lower cost replacement programming in
several markets.
Depreciation and amortization. Depreciation and amortization of intangible
assets was $46.1 million in the six months ended June 30, 1999, as compared to
$17.6 million in the six months ended June 30, 1998, an increase of $28.5
million or 162%. The increase was primarily attributable to the Pulitzer Merger
and the Kelly Transaction, which added $18.6 million and $7.9 million,
respectively, to depreciation and amortization of intangible assets during 1999.
Station operating income. Station operating income in the six months ended June
30, 1999 was $87.3 million, as compared to $73.7 million in the six months ended
June 30, 1998, an increase of $13.6 million or 18.5%. The increase in station
operating income was attributable to the items discussed above.
Corporate general and administrative expenses. Corporate general and
administrative expenses were $8.3 million for the six months ended June 30,
1999, as compared to $6.6 million for the six months ended June 30, 1998, an
increase of $1.7 million or 25.8%. 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 $49 million in the six months
ended June 30, 1999, as compared to $19.8 million in the six months ended June
30, 1998, an increase of $29.2 million or 147%. 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 $13.6 million in the six months ended June
30, 1999, as compared to $20.2 million in the six months ended June 30, 1998, a
decrease of $6.6 million, or 32.7%. The effective rate was 45.5% for the six
months ended June 30, 1999 as compared to 42.7 % for the six months ended June
30, 1998. This represents federal and state income taxes as calculated on the
Company's net income before taxes and extraordinary item for the six months
ended June 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 $13.2 million in the six months ended June 30, 1999,
as compared to net income of $16.3 million in the six months ended June 30,
1998, a decrease of $3.1 million or 19%. The decrease in net income was
attributable to the items discussed above.
12
<PAGE>
Broadcast Cash Flow. Broadcast cash flow was $134.7 million in the six months
ended June 30, 1999, as compared to $91.1 million in the six months ended June
30, 1998, an increase of $43.6 million or 47.9%. The increase was primarily
attributable to the Pulitzer Merger and the Kelly Transaction, which added $34.2
million and $16.4 million, respectively, to broadcast cash flow during the 1999
period. This increase was offset by a decrease in broadcast cash flow of: (i)
$6 million due to a decrease in national and local advertising revenues for two
markets due to soft market conditions, and a decrease in market share resulting
from a decrease in ratings; (ii) $2.4 due to the net effect of STC Swap; and,
(iii) $1 million due to a decrease in political revenue 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.
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 investment 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 ") 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 $80.3 million per year.
However, this increase will be offset by a decrease in interest expense of $6.2
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. The
Stock Purchase Plan is intended to comply with the provisions of Section 423 of
the Internal Revenue code of 1986, as amended.
Capital expenditures were $22.7 million for the year ended December 31, 1998 and
$36.4 million during the six-months ended June 30, 1999. During the 1999 period,
the Company invested approximately: (i) $21.5 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) $4.5
million in digital conversion projects at various stations; and, (iii) $10.4
million in maintenance projects. The Company expects to spend approximately
$26.8 million in special projects/buildings, approximately $17 million in
digital projects and approximately $22.4 million in maintenance projects for the
year ending December 31, 1999.
13
<PAGE>
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 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 July 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 July 30, 1999, the Company has completed approximately 93% of the
phase which entails modification, upgrade and replacement of affected
systems. The Company continues to identify systems that require
remediation and replacement and has scheduled their repair or
replacement. Completion of this phase which entails modification,
upgrade and replacement to affected systems is expected to occur by the
end of the third quarter in 1999.
(iv) As of July 30, 1999, the Company has completed 95% of the compliance-
testing for systems modified, upgraded or replaced. The compliance
testing phase of the Plan is expected to be completed by the end of the
third quarter in 1999.
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 June 30, 1999,
the Company has spent approximately $2.3 million on these replacement systems.
Through June 30, 1999, the Company has spent approximately $0.7 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.
14
<PAGE>
The Company expects to spend a total of approximately $2.7 million for scheduled
replacement systems, approximately $0.9 million for systems with accelerated
replacement schedules due to Year 2000 problems and approximately $0.8 million
for remediation of equipment and systems with Year 2000 problems. This estimate
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.
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 will
be 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
- ------------
The Company has inquired into the Year 2000 readiness of the Pulitzer and Kelly
Broadcasting stations (See Note 2 of the notes to the condensed consolidated
financial statements). An assessment has been made of the Pulitzer Broadcasting
Company and Kelly Broadcasting systems, and systems potentially affected by Year
2000 problems have been identified. Included are systems which were fully
depreciated, obsolete and scheduled for replacement. Since the Company obtained
ownership of the Pulitzer and Kelly Broadcasting stations, the Company has spent
approximately $0.8 million on these replacement systems, approximately $0.3
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 for scheduled replacement systems, $0.6 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. The Company is prepared to fund the
remaining remediation projects for the 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.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"),
which becomes effective for the Company's consolidated financial statements for
the year ending December 31, 2001. SFAS 133 requires that derivative
instruments be measured at fair value and recognized as assets or liabilities in
a company's statement of financial position. Based on the Company's current use
of derivative instruments and hedging activities, the adoption of this statement
will not have a material effect on the Company's 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 June 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.
15
<PAGE>
Part II Other Information
Item 2. Changes in Securities and Use of Proceeds
- ------- -----------------------------------------
On June 30, 1999, the Company issued and sold 3,686,636 shares of the Company's
Series A Common Stock to The Hearst Corporation, an accredited investor, for
gross proceeds of $100 million without registration under the Securities Act of
1933, as amended (the "Act"). These securities were issued in reliance on
exemptions from the registration and prospectus delivery requirements of the Act
provided in Section 4(2) thereof as transactions not involving a public
offering.
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
The Company held its annual stockholders meeting on May 14, 1999. Three
proposals were approved by the Company's stockholders.
All nominees standing for election as directors were elected. The following
chart indicates the number of votes cast for and against and the number withheld
with respect to each nominee for director:
Proposal One
------------
<TABLE>
<CAPTION>
Nominee For Against Withheld
------- --- ------- --------
<S> <C> <C> <C>
David Pulver (1) 37,709,087 -0- 541,913
David J. Barrett (2) 41,298,648 -0- -0-
Ken J. Elkins (2) 41,298,648 -0- -0-
Victor F. Ganzi (2) 41,298,648 -0- -0-
William R. Hearst III (2) 41,298,648 -0- -0-
Michael E. Pulitzer (2) 41,298,648 -0- -0-
Virginia H. Randt (2) 41,298,648 -0- -0-
</TABLE>
_________
(1) Series A Director. To be elected by the holders of Series A shares voting
as a class.
(2) Series B Director. To be elected by the holders of Series B shares voting
as a class.
The following chart indicates the number of votes cast for and against and the
number withheld with respect to the proposal to issue and sell up to ten million
shares of common stock to The Hearst Corporation:
Proposal Two
------------
For 73,963,099
Against 1,322,088
Withheld 4,264,460
The following chart indicates the number of votes cast for and against and the
number withheld with respect to the proposal to approve the Employee Stock
Purchase Plan:
Proposal Three
--------------
For 74,831,804
Against 822,698
Withheld 3,895,145
Item 6. Exhibits and reports on Form 8-K
- ------- --------------------------------
(a) Exhibit No.:
------------
27.1 Financial Data Schedule
16
<PAGE>
(b) Reports on Form 8-K:
--------------------
On May 14, 1999, the Company filed a Current report on Form 8-K/A, amending the
Current 8-K, filed on March 26, 1999, reporting the consummation of the merger
with Pulitzer Publishing Company pursuant to the Amended and Restated Agreement
and Plan of Merger, dated as of May 26, 1998, by and among Pulitzer Publishing
Company, Pulitzer Inc. and the Company.
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
August 12, 1999 By: /s/ Harry T. Hawks
- --------------- ------------------
Date Harry T. Hawks, Senior Vice President and Chief
Financial Officer,
(Principal Financial Officer)
August 12, 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 JUNE 30, 1999 AND THE CONDENSED CONSOLIDATED
STATEMENTS OF INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-END> JUN-30-1999 JUN-30-1999
<CASH> 2,451 2,451
<SECURITIES> 0 0
<RECEIVABLES> 146,529 146,529
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 198,047 198,047
<PP&E> 265,560 265,560
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 3,882,487 3,882,487
<CURRENT-LIABILITIES> 92,315 92,315
<BONDS> 1,596,596 1,596,596
0 0
2 2
<COMMON> 947 947
<OTHER-SE> 1,400,129 1,400,129
<TOTAL-LIABILITY-AND-EQUITY> 3,882,487 3,882,487
<SALES> 0 0
<TOTAL-REVENUES> 186,054 299,478
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 131,544 220,559
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 29,776 48,992
<INCOME-PRETAX> 24,734 29,927
<INCOME-TAX> 11,253 13,617
<INCOME-CONTINUING> 13,481 16,310
<DISCONTINUED> 0 0
<EXTRAORDINARY> (3,092) (3,092)
<CHANGES> 0 0
<NET-INCOME> 10,389 13,218
<EPS-BASIC> 0.11 0.17
<EPS-DILUTED> 0.11 0.17
</TABLE>
