<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
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)
<TABLE>
<S> <C>
DELAWARE 74-2717523
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
959 EIGHTH AVENUE (212) 649-2307
NEW YORK, NY 10019 (Registrant's telephone number,
(Address of principal executive offices) including area code)
</TABLE>
--------------------------------------------------------------------
(Former name, former address, ad 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 May 13, 1998, the Registrant had 58,842,377 shares of common stock
outstanding. Consisting of 12,543,729 shares of Series A Common Stock,
41,298,648 shares of Series B Common Stock.
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
This amendment No. 2 to Form 10-Q amends and revises Part I: Item 1 and Part
II: Item 6 on Form 10-Q for the quarter ended March 31, 1998 of Hearst-Argyle
Television, Inc. initially filed with the Securities and Exchange Commission on
May 14, 1998 (as amended on December 10, 1998). Unless otherwise indicated,
capitalized terms used herein shall have the respective meanings given such
terms in the Form 10-Q.
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
INDEX
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION PAGE
<S> <C>
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of December 31,
1997 and March 31, 1998 (unaudited)............................................. 1
Condensed Consolidated Statements of Operations for the
Three Months Ended March 31, 1997
and 1998 (unaudited)............................................................ 3
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1997
and 1998 (unaudited)............................................................ 4
Notes to Condensed Consolidated Financial Statements............................ 5
PART II OTHER INFORMATION
ITEM 6. Exhibits and reports on Form 8-K............................................ 9
Signatures........................................................................... 10
</TABLE>
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HEARST-ARGYLE TELEVISION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31, 1998
1997 (UNAUDITED)
(Revised, see Note 1)
-------------------------------------------------------
(In thousands)
Assets
<S> <C> <C>
Current assets:
Cash and cash equivalents $12,759 $47,059
Accounts receivable, net 89,988 68,186
Program and barter rights 35,737 23,387
Deferred income taxes 5,975 5,975
Related party receivable 3,695 8,106
Net assets held for sale 72,019 70,603
Other 7,070 7,735
------- -------
Total current assets 227,243 231,051
------- -------
Property, plant and equipment, net 97,804 103,808
------- -------
Intangible assets, net 661,326 652,158
------- -------
Other assets:
Deferred acquisition and financing costs,
Net 27,796 28,428
Program and barter rights, noncurrent 3,511 3,382
Other 26,429 26,869
------- -------
Total other assets 57,736 58,679
------- -------
Total assets $1,044,109 $1,045,696
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31, 1998
1997 (Unaudited)
(Revised, see Note 1)
---------------------------------------------------------
(In thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable and accrued liabilities $36,048 $41,743
Program and barter rights payable 35,769 23,893
Other 51 303
------- -------
Total current liabilities 71,868 65,939
------- -------
Program and barter rights payable 4,923 3,815
Long-term debt 490,000 502,596
Deferred income taxes 150,274 150,274
Other liabilities 390 993
------- -------
Total noncurrent liabilities 645,587 657,678
------- -------
Commitments and contingencies
Stockholders' equity:
Series A preferred stock 1 1
Series B preferred stock 1 1
Series A common stock 125 125
Series B common stock 413 413
Additional paid-in capital 202,152 202,067
Retained earnings 123,962 119,472
------- -------
Total stockholders' equity 326,654 322,079
------- -------
Total liabilities and stockholders' equity $1,044,109 $1,045,696
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1997 1998
(Revised, see Note 1)
-------------------------------------------------------
(In thousands, except per share data)
<S> <C> <C>
Total revenues $62,053 $87,252
Station operating expenses 30,079 42,442
Amortization of program rights 9,519 10,823
Depreciation and amortization 4,088 8,841
-------- --------
Station operating income 18,367 25,146
Corporate general and administrative expenses 2,129 3,435
-------- --------
Operating income 16,238 21,711
Interest expense, net 5,101 10,960
-------- --------
Income before income taxes and extraordinary item 11,137 10,751
Income taxes 4,741 4,916
-------- --------
Income before extraordinary item 6,396 5,835
Extraordinary item, loss on early retirement of debt,
net of income tax benefit of $6,881 - (9,969)
-------- --------
Net income (loss) 6,396 (4,134)
Less preferred stock dividends - (356)
-------- --------
Income (loss) applicable to common stockholders $6,396 $(4,490)
======== ========
Earnings (loss) per common share - basic:
Before extraordinary item $0.15 $ 0.10
Extraordinary item - (0.19)
======== ========
Net income (loss) $0.15 $(0.09)
======== ========
Number of common shares used in the calculation 41,299 53,833
======== ========
Earnings (loss) per common share - diluted:
Before extraordinary loss $0.15 $0.10
Extraordinary item - (0.18)
-------- --------
Net income (loss) $0.15 $(0.08)
======== ========
Number of common shares used in the calculation 41,299 54,043
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1997 1998
(Revised, see Note 1)
----------------------------------------------
(In thousands)
OPERATING ACTIVITIES
<S> <C> <C>
Net income (loss) $6,396 $(4,134)
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Extraordinary item, loss on early retirement of debt - 16,850
Depreciation 1,800 2,827
Amortization of intangible assets 2,288 6,014
Amortization of deferred financing costs - 631
Amortization of program rights 9,519 10,823
Program payments (9,644) (11,123)
Fair value adjustments of interest rate protection agreements - 546
Changes in operating assets and liabilities, net 3,979 22,744
----------------------------------------------
Net cash provided by operating activities 14,338 45,178
----------------------------------------------
INVESTING ACTIVITIES
Acquisition costs - (186)
Purchases of property, plant, and equipment:
Special projects/buildings - (1,837)
Digital - (1,007)
Maintenance (1,419) (2,058)
----------------------------------------------
Net cash used in investing activities (1,419) (5,088)
----------------------------------------------
FINANCING ACTIVITIES
Financing costs and other - (4,154)
Issuance of Senior Notes - 200,000
Repayment of Senior Subordinated Notes - (116,280)
Dividends paid on preferred stock - (356)
Payment of long-term debt - (85,000)
Due to Hearst (12,041) -
----------------------------------------------
Net cash used in financing activities (12,041) (5,790)
----------------------------------------------
Increase in cash and cash equivalents 878 34,300
Cash and cash equivalents at beginning of period 2,882 12,759
----------------------------------------------
Cash and cash equivalents at end of period $3,760 $47,059
==============================================
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 1998
(Revised, see Note 1)
1. SUMMARY OF ACCOUNTING POLICIES
BASIS OF PRESENTATION
On August 29, 1997, effective September 1, 1997 for accounting purposes, The
Hearst Corporation ("Hearst") contributed its television broadcast group and
related broadcast operations (the "Hearst Broadcast Group") to Argyle
Television, Inc. ("Argyle") and merged a wholly-owned subsidiary of Hearst with
and into Argyle, with Argyle as the surviving corporation (renamed "Hearst-
Argyle Television, Inc."). The merger transaction is referred to as "the Hearst
Transaction". As a result of the Hearst Transaction, Hearst owned approximately
41.3 million shares of the Company's Series B Common Stock, comprising
approximately 77% of the total outstanding common stock of the Company.
The merger was accounted for as a purchase of Argyle by Hearst in a reverse
acquisition. The assets and liabilities of Argyle have been adjusted to the
extent acquired by Hearst to their estimated fair values based upon preliminary
purchase price allocations. The net assets of the Hearst Broadcast Group have
been reflected at their historical cost basis. In a reverse acquisition, the
accounting treatment differs from the legal form of the transaction, as the
continuing legal parent company (Argyle), is not assumed to be the acquiror and
the historical financial statements of the entity become those of the accounting
acquiror (Hearst Broadcast Group). Consequently, the presentation of the
Company's consolidated financial statements prior to September 1, 1997 has been
revised to reflect the financial statements of the Hearst Broadcast Group. In
addition, the divisional equity of the Hearst Broadcast Group, which includes
the amounts due to Hearst and affiliates, has been reclassified retroactively to
reflect the par value of the approximately 41.3 million shares received by
Hearst in the Hearst Transaction in the accompanying financial statements for
periods ending prior to September 1, 1997. See Note 2.
REVISED PRESENTATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As discussed in Note 19 of the notes to the consolidated financial statements
included in the Company's Annual Report for the year ended December 31, 1997 on
Form 10 K/A, dated February 11, 1999, the presentation of the financial
statements for periods prior to September 1, 1997 have been revised to reflect
the financial statements of the Hearst Broadcast Group.
The following is a summary of net income and earnings per share as previously
reported and as revised (in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the three
months ended
March 31,
1997
-------------
<S> <C>
Net income (loss):
As previously reported (Argyle) $ (6,203)
=============
As revised (Hearst Broadcast Group) $ 6,396
=============
Earnings (loss) per common
share - Diluted:
As previously reported (Argyle) $ (0.58)
=============
As revised (Hearst Broadcast Group) $ 0.15
=============
</TABLE>
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 (consisting only of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three-month period ended March 31, 1997 and 1998 are not
necessarily indicative of the results that may be expected for a full year.
2. ACQUISITIONS
The acquisition of Argyle was accounted for as a purchase and accordingly, the
purchase price and related acquisition costs have been allocated to the acquired
assets and liabilities based upon their preliminarily determined fair market
value. The excess of the purchase price over the net fair market value of the
tangible assets acquired and the liabilities assumed was allocated to
identifiable intangible assets including FCC licenses, network affiliation
agreements and goodwill. The final asset and liability fair values may differ
from those set forth in the accompanying condensed consolidated balance sheets
at December 31, 1997 and March 31, 1998; however, the changes, if any, are not
expected to have a material effect on the condensed consolidated financial
statements of the Company. The condensed consolidated financial statements
include the results of operations of Argyle since the date of the acquisition.
On February 19, 1998, the Company announced that it agreed to exchange its WDTN
and WNAC stations with STC Broadcasting, Inc. ("STC") for KSBW, the NBC
affiliate serving the Monterey Salinas, CA, television market, and WPTZ/WNNE,
the NBC affiliates serving the Burlington, VT Plattsburgh, NY, television
market. In addition, the Company will pay STC approximately $21 million. The
Company anticipates the transaction will close during the second quarter of
1998.
5
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
MARCH 31, 1998
2. ACQUISITIONS (CONTINUED)
On April 24, 1998, the Company loaned STC $70.5 million. The loan, which bears
interest at 7.75% per year and is collateralized by the stock of the STC
subsidiary that owns the assets comprising WPTZ/WNNE, is due upon the closing of
the exchange transaction, discussed above.
Giving effect to the Hearst Transaction, unaudited pro forma results of
operations reflect the acquisitions and financings (See Note 3) as having
occurred as of January 1, 1997, are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1997 1998
----------------------------------------
(In thousands, except per share data)
<S> <C> <C>
Total revenues $81,321 $87,252
Net income $4,603 $7,051
Earnings from continuing operations applicable to common stockholders $4,247 $6,695
Earnings per common share - basic $0.08 $0.12
======= =======
- diluted $0.08 $0.12
======= =======
Pro forma number of shares used in calculations - basic 53,833 53,833
======= =======
- diluted 54,043 54,043
======= =======
</TABLE>
The above 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, MARCH 31,
1997 1998
--------------------------------------
(In thousands)
<S> <C> <C>
Credit Facility dated August 29, 1997:
Revolving credit facility $85,000 --
Senior Notes 300,000 $500,000
Senior Subordinated Notes 105,000 2,596
--------------------------------------
$490,000 $502,596
======================================
</TABLE>
6
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
MARCH 31, 1998
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 three months ended March 31, 1998.
SENIOR NOTES
On January 13, 1998 the Company issued $200 million aggregate principal amount
of 7.0% Senior Notes Due 2018 (the "$200 million Senior Notes"). The $200
million Senior Notes are senior and unsecured obligations of the Company. In
addition, the indenture governing the Senior Notes imposes various conditions,
restrictions and limitations on the Company and its subsidiaries. Proceeds from
the $200 million Senior Notes offering were used to repay existing indebtedness
of the Company (See Senior Subordinated Notes, above).
INTEREST RATE RISK MANAGEMENT
The Company has two interest rate protection agreements effectively fixing the
Company's interest rate at approximately 7% on $35 million of its borrowings
under the Credit Facility until June 1999.
Additional information regarding these interest rate protection agreements in
effect at March 31, 1998 follows:
<TABLE>
<CAPTION>
AVERAGE AVERAGE ESTIMATED FAIR
NOTIONAL AMOUNT RECEIVE RATE PAY RATE VALUE
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest rate swap agreements:
Fixed rate agreement $20,000,000 LIBOR 7.01% $(311,023)
Fixed rate agreement $15,000,000 LIBOR 6.98% $(235,673)
</TABLE>
The Company is exposed to credit risk in the event of nonperformance by
counterparties to its interest rate swap agreements. Credit risk is limited by
entering into such agreements with primary dealers only; therefore, the Company
does not anticipate that nonperformance by counterparties will occur.
Notwithstanding this, the Company's treasury department monitors counterparty
credit ratings at least quarterly through reviewing independent credit agency
reports. Both current and potential exposures are evaluated, as necessary, by
obtaining replacement cost information from alternative dealers. Potential loss
to the Company from credit risk on these agreements is limited to amounts
receivable, if any. The Company enters into these agreements solely to hedge
its interest rate risk.
7
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
MARCH 31, 1998
4. NET ASSETS HELD FOR SALE
Upon completion of the Hearst Transaction, the Company owns television stations
in two areas (Boston and Providence, and Dayton and Cincinnati) with overlapping
service contours in violation of the FCC's local ownership rules. The FCC's
rules prohibit the ownership of two stations in the same geographic area whose
service contours overlap. To comply with these rules, the Company is required
to divest one station in each of the aforementioned areas. Included in the
caption Net Assets Held for Sale on the accompanying condensed consolidated
balance sheets as of December 31, 1997 and March 31, 1998, are the net assets of
the stations located in Providence and Dayton at their carrying values. The
Company has agreed to exchange these assets during the second quarter of 1998,
for two television stations in markets without overlapping service contours (See
Note 2).
5. RELATED PARTY TRANSACTIONS
Prior to September 1, 1997, Hearst provided certain management services to the
Company. Such services include data processing, legal, tax, treasury, internal
audit, risk management, and other support services. For the three months ended
March 31, 1997, the Company was allocated expenses of approximately $499,000
related to these services. In addition, Hearst allocated interest expense to
the Company which was based on the average balance of divisional equity at an
interest rate of 8% per annum. Allocated expenses are based on the Hearst's
estimate of expenses related to the services provided to the Company in relation
to those provided to other divisions or subsidiaries of Hearst. Management
believes that these allocations were made on reasonable basis. However, the
allocations are not necessarily indicative of the level of expenses that might
have been incurred had the Company contracted directly with third parties. In
addition, certain costs (principally salaries, fringe benefits and incentive
compensation) were incurred by the Company, paid by Hearst and charged to the
Company for the three months ended March 31, 1997 in the amount of approximately
$2.0 million.
The Company recorded revenues of approximately $430,000 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 Hearst owned or operated television and radio
stations); and expenses of approximately $574,000 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), during the three months ended March 31, 1998. The Company
believes that the terms of all these agreements are reasonable to both sides;
there can be no assurance, however, that more favorable terms would not be
available from third parties.
8
<PAGE>
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit No.
27 Financial Data Schedule
9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly cased this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Hearst-Argyle Television, Inc.
February 11, 1999 By: /s/ Harry T. Hawks
-----------------------------------------
Harry T. Hawks, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)
February 11, 1999 By: /s/ Teresa D. Lopez
-----------------------------------------
Teresa D. Lopez, Vice President and Controller
(Principal Accounting Officer)
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1998 AND THE
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
ENDED MARCH 31, 1997 AND 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS. (1997 PERIOD HAS BEEN REVISED, SEE
NOTE 1 IN THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS)
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1998
<PERIOD-START> JAN-01-1997 JAN-01-1998
<PERIOD-END> MAR-31-1997 MAR-31-1998
<CASH> 0 47,059
<SECURITIES> 0 0
<RECEIVABLES> 0 68,186
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 231,051
<PP&E> 0 103,808
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 1,045,696
<CURRENT-LIABILITIES> 0 65,939
<BONDS> 0 502,596
0 0
0 2
<COMMON> 0 538
<OTHER-SE> 0 321,539
<TOTAL-LIABILITY-AND-EQUITY> 0 1,045,696
<SALES> 0 0
<TOTAL-REVENUES> 17,879 87,252
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 10,781 42,442
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 4,418 10,960
<INCOME-PRETAX> (6,203) 10,751
<INCOME-TAX> 0 4,916
<INCOME-CONTINUING> (6,203) 5,835
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 (9,969)
<CHANGES> 0 0
<NET-INCOME> (6,203) (4,134)
<EPS-PRIMARY> (0.58) (0.09)
<EPS-DILUTED> (0.58) (0.08)
</TABLE>
