SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For the fiscal year ended September 30, 2001
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _______________
Commission File No. 333-02302
ALLBRITTON COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 74-1803105
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
808 Seventeenth Street, N.W., Suite 300
Washington, D.C. 20006-3910
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (202)789-2130
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the disclosure of delinquent filers pursuant to item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
[X]
Indicate by check mark whether this 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 12 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 [ ]
The aggregate market value of the registrant's Common Stock held by
non-affiliates is zero.
As of December 27, 2001, there were 20,000 shares of Common Stock, par value
$.05 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
As used herein, unless the context otherwise requires, the term "ACC" or the
"Company" refers to Allbritton Communications Company. Depending on the context
in which they are used, the following "call letters" refer either to the
corporate owner of the station indicated or to the station itself: "WJLA" refers
to WJLA-TV, a division of ACC (operator of WJLA-TV, Washington, D.C.); "WHTM"
refers to Harrisburg Television, Inc. (licensee of WHTM-TV, Harrisburg,
Pennsylvania); "KATV" refers to KATV, LLC (licensee of KATV, Little Rock,
Arkansas); "KTUL" refers to KTUL, LLC (licensee of KTUL, Tulsa, Oklahoma);
"WCIV" refers to WCIV, LLC (licensee of WCIV, Charleston, South Carolina);
"WSET" refers to WSET, Incorporated (licensee of WSET-TV, Lynchburg, Virginia);
"WCFT" refers to WCFT-TV, Tuscaloosa, Alabama; "WBMA" refers to WBMA-LP,
Birmingham, Alabama; and "WJSU" refers to WJSU-TV, Anniston, Alabama. The term
"ATP" refers to Allbritton Television Productions, Inc. and the term "Perpetual"
refers to Perpetual Corporation, which is controlled by Joe L. Allbritton,
Chairman of the Executive Committee of the Board of Directors of ACC. "AGI"
refers to Allbritton Group, Inc., which is controlled by Perpetual and is ACC's
parent. "Westfield" refers to Westfield News Advertiser, Inc., an affiliate of
ACC that is wholly-owned by Joe L. Allbritton. "Allfinco" refers to Allfinco,
Inc., a wholly-owned subsidiary of ACC. "Harrisburg Television" refers to
Harrisburg Television, Inc., an 80%-owned subsidiary of Allfinco. "TV Alabama"
refers to TV Alabama, Inc., an 80%-owned subsidiary of Allfinco that owns WCFT,
WJSU and WBMA. "Allnewsco" refers to ALLNEWSCO, Inc., an affiliate of ACC that
is a majority-owned subsidiary of Perpetual. "RLA Trust" refers to the Robert
Lewis Allbritton 1984 Trust for the benefit of Robert L. Allbritton, Chairman of
the Board of Directors and Chief Executive Officer of ACC, that is a minority
owner of Allnewsco. "RLA Revocable Trust" refers to the trust of the same name
that owns 20% of each of Harrisburg Television and TV Alabama.
TABLE OF CONTENTS
PAGE
Part I
Item 1. Business............................................................1
Item 2. Properties.........................................................16
Item 3. Legal Proceedings..................................................18
Item 4. Submission of Matters to a Vote of Security Holders................18
Part II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters...................................18
Item 6. Selected Consolidated Financial Data...............................19
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations...........................21
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.........35
Item 8. Consolidated Financial Statements and Supplementary Data...........35
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure........................35
Part III
Item 10. Directors and Executive Officers of the Registrant.................36
Item 11. Executive Compensation.............................................39
Item 12. Security Ownership of Certain Beneficial Owners and
Management....................................................40
Item 13. Certain Relationships and Related Transactions.....................41
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K...................................................44
THIS ANNUAL REPORT ON FORM 10-K, INCLUDING ITEM 7 "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," CONTAINS
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT ARE NOT HISTORICAL FACTS AND INVOLVE A
NUMBER OF RISKS AND UNCERTAINTIES. THERE ARE A NUMBER OF FACTORS THAT COULD
CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN
SUCH FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, WITHOUT LIMITATION, THE
COMPANY'S OUTSTANDING INDEBTEDNESS AND ITS HIGH DEGREE OF LEVERAGE; THE
RESTRICTIONS IMPOSED ON THE COMPANY BY THE TERMS OF THE COMPANY'S INDEBTEDNESS;
THE HIGH DEGREE OF COMPETITION FROM BOTH OVER-THE-AIR BROADCAST STATIONS AND
PROGRAMMING ALTERNATIVES SUCH AS CABLE TELEVISION, WIRELESS CABLE, IN-HOME
SATELLITE DISTRIBUTION SERVICE, PAY-PER-VIEW SERVICES AND HOME VIDEO AND
ENTERTAINMENT SERVICES; THE IMPACT OF NEW TECHNOLOGIES; CHANGES IN FEDERAL
COMMUNICATIONS COMMISSION ("FCC") REGULATIONS; DECREASES IN THE DEMAND FOR
ADVERTISING DUE TO WEAKNESS IN THE ECONOMY; AND THE VARIABILITY OF THE COMPANY'S
QUARTERLY RESULTS AND THE COMPANY'S SEASONALITY.
ALL WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY ARE
EXPRESSLY QUALIFIED BY THE FOREGOING CAUTIONARY STATEMENTS.
READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING
STATEMENTS WHICH REFLECT MANAGEMENT'S VIEW ONLY AS OF THE DATE HEREOF. THE
COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE THE RESULT OF ANY REVISIONS
TO THESE FORWARD-LOOKING STATEMENTS WHICH MAY BE MADE TO REFLECT EVENTS OR
CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF
UNANTICIPATED EVENTS.
PART I
ITEM 1. BUSINESS
The Company
Allbritton Communications Company ("ACC" or the "Company") itself and through
subsidiaries owns and operates ABC network-affiliated television stations
serving seven diverse geographic markets: WJLA in Washington, D.C.; WCFT in
Tuscaloosa, Alabama, WJSU in Anniston, Alabama and WBMA-LP, a low power
television station licensed to Birmingham, Alabama (the Company operates WCFT
and WJSU in tandem with WBMA-LP serving the viewers of the Birmingham,
Tuscaloosa and Anniston market); WHTM in Harrisburg, Pennsylvania; KATV in
Little Rock, Arkansas; KTUL in Tulsa, Oklahoma; WSET in Lynchburg, Virginia; and
WCIV in Charleston, South Carolina. The Company's owned and operated stations
broadcast to the 8th, 39th, 46th, 56th, 59th, 67th and 108th largest national
media markets in the United States, respectively, as defined by the A.C. Nielsen
Co. ("Nielsen"), and reach approximately 4.9% of United States television
households.
WJLA is owned and operated as a division by ACC, while the Company's remaining
owned and operated stations are owned by Harrisburg Television, Inc. (WHTM),
KATV, LLC (KATV), KTUL, LLC (KTUL), WSET, Incorporated (WSET), WCIV, LLC (WCIV)
and TV Alabama, Inc. (WCFT, WJSU and WBMA). Each of these is a wholly-owned
subsidiary of ACC, except Harrisburg Television and TV Alabama, each of which is
an indirect 80%-owned subsidiary of
-1-
ACC. TV Alabama began programming WJSU, licensed to Anniston (Birmingham),
Alabama, under a ten-year Time Brokerage Agreement (referred to herein as a
Local Marketing Agreement ("LMA")) effective December 29, 1995 (the "Anniston
LMA"). TV Alabama exercised its option to acquire WJSU on September 14, 1999 and
completed the acquisition on March 22, 2000. See "Owned Stations -
WBMA/WCFT/WJSU: Birmingham (Anniston and Tuscaloosa), Alabama". ACC was founded
in 1974 and is a subsidiary of Allbritton Group, Inc. ("AGI"), which is
controlled by Perpetual Corporation, which in turn is controlled by Mr. Joe L.
Allbritton, ACC's Chairman of the Executive Committee of the Board of Directors.
ACC and its subsidiaries are Delaware corporations or limited liability
companies. ACC's corporate headquarters is located at 808 Seventeenth Street,
N.W., Suite 300, Washington, D.C. 20006-3910, and its telephone number at that
address is (202) 789-2130.
Television Industry Background
Commercial television broadcasting began in the United States on a regular basis
in the 1940s. Currently, there is a limited number of channels available for
broadcasting in any one geographic area, and the license to operate a broadcast
television station is granted by the FCC. Television stations that broadcast
over the VHF band (channels 2-13) of the spectrum generally have some
competitive advantage over television stations that broadcast over the UHF band
(channels 14-69) of the spectrum because VHF channels usually have better signal
coverage and operate at a lower transmission cost. However, the improvement of
UHF transmitters and receivers, the complete elimination from the marketplace of
VHF-only receivers and the expansion of cable television systems have reduced
the competitive advantage of television stations broadcasting over the VHF band.
Television station revenues are primarily derived from local, regional and
national advertisers and, to a much lesser extent, from networks and program
syndicators for the broadcast of programming and from other broadcast-related
activities. Advertising rates are set based upon a variety of factors, including
the size and demographic makeup of the market served by the station, a program's
popularity among viewers whom an advertiser wishes to attract, the number of
advertisers competing for the available time, the availability of alternative
advertising media in the market area, a station's overall ability to attract
viewers in its market area and the station's ability to attract viewers among
particular demographic groups that an advertiser may be targeting. Advertising
rates are also affected by an aggressive and knowledgeable sales force and the
development of projects, features and programs that tie advertiser messages to
programming. Because broadcast television stations rely on advertising revenues,
they are sensitive to cyclical changes in the economy. The size of advertisers'
budgets, which are affected by broad economic trends, affect both the broadcast
industry in general and the revenues of individual broadcast television
stations.
United States television stations are grouped by Nielsen into 210 generally
recognized television market areas that are ranked in size according to various
formulae based upon actual or potential audience. Each market area is designated
as an exclusive geographic area consisting of all counties in which the
home-market commercial stations receive the greatest percentage of total viewing
hours. The specific geographic markets are called Designated Market Areas or
DMAs.
-2-
Nielsen, which provides audience-measuring services, periodically publishes data
on estimated audiences for television stations in the various DMAs throughout
the country. These estimates are expressed in terms of both the percentage of
the total potential audience in the DMA viewing a station (the station's
"rating") and the percentage of the audience actually watching television (the
station's "share"). Nielsen provides such data on the basis of total television
households and selected demographic groupings in the DMA. Nielsen uses two
methods of determining a station's ratings and share. In larger DMAs, ratings
are determined by a combination of meters connected directly to selected
household television sets and weekly viewer-completed diaries of television
viewing, while in smaller markets ratings are determined by weekly diaries only.
Of the market areas in which the Company conducts business, Washington, D.C. and
Birmingham, Alabama are metered markets while the remaining markets are weekly
diary markets.
Historically, three major broadcast networks--ABC, NBC and CBS--dominated
broadcast television. In recent years, FOX has evolved into the fourth major
network, although the hours of network programming produced by FOX for its
affiliates are fewer than those produced by the other three major networks. In
addition, UPN, WB and recently PAX TV have been launched as new television
networks.
The affiliation by a station with one of the four major networks has a
significant impact on the composition of the station's programming, revenues,
expenses and operations. A typical affiliate station receives approximately 9 to
13 hours of each day's programming from the network. This programming, along
with cash payments ("network compensation"), is provided to the affiliate by the
network in exchange for a substantial majority of the advertising time sold
during the airing of network programs. The network then sells this advertising
time for its own account. The affiliate retains the revenues from time sold
during breaks in and between network programs and during programs produced by
the affiliate or purchased from non-network sources. In acquiring programming to
supplement network programming, network affiliates compete primarily with
affiliates of other networks and independent stations in their market areas.
Cable systems generally do not compete with local stations for programming,
although various national cable networks from time to time have acquired
programs that would have otherwise been offered to local television stations. In
addition, a television station may acquire programming through barter
arrangements. Under barter arrangements, which have become increasingly popular
with both network affiliates and independents, a national program distributor
can receive advertising time in exchange for the programming it supplies, with
the station paying no fee or a reduced fee for such programming.
An affiliate of UPN, WB or PAX TV receives a smaller portion of each day's
programming from its network compared to an affiliate of ABC, CBS, NBC or FOX.
As a result, affiliates of UPN, WB or PAX TV must purchase or produce a greater
amount of their programming, resulting in generally higher programming costs.
These stations, however, retain a larger portion of the inventory of advertising
time and the revenues obtained therefrom compared to stations affiliated with
the major networks, which may partially offset their higher programming costs.
-3-
In contrast to a network affiliated station, an independent station purchases or
produces all of the programming that it broadcasts, generally resulting in
higher programming costs, although the independent station is, in theory, able
to retain its entire inventory of advertising time and all of the revenue
obtained from the sale of such time. Barter and cash-plus-barter arrangements,
however, have become increasingly popular among all stations.
Public broadcasting outlets in most communities compete with commercial
broadcasters for viewers but not for advertising dollars.
Broadcast television stations compete for advertising revenues primarily with
other broadcast television stations and, to a lesser extent, with radio
stations, cable system operators and programmers and newspapers serving the same
market. Traditional network programming, and recently FOX programming, generally
achieve higher audience levels than syndicated programs aired by independent
stations. However, as greater amounts of advertising time become available for
sale by independent stations and FOX affiliates in syndicated programs, those
stations typically achieve a share of the television market advertising revenues
greater than their share of the market area's audience.
Through the 1970s, network television broadcasting enjoyed virtual dominance in
viewership and television advertising revenues because network-affiliated
stations only competed with each other in local markets. Beginning in the 1980s,
this level of dominance began to change as the FCC authorized more local
stations and marketplace choices expanded with the growth of independent
stations and cable television services.
Cable television systems were first constructed in significant numbers in the
1970s and were initially used to retransmit broadcast television programming to
paying subscribers in areas with poor broadcast signal reception. In the
aggregate, cable-originated programming has emerged as a significant competitor
for viewers of broadcast television programming, although no single cable
programming network regularly attains audience levels amounting to more than a
small fraction of any of the major broadcast networks. The advertising share of
cable networks increased during the 1970s and 1980s as a result of the growth in
cable penetration (the percentage of television households that are connected to
a cable system). Notwithstanding such increases in cable viewership and
advertising, over-the-air broadcasting remains the dominant distribution system
for mass market television advertising.
Direct Broadcast Satellite ("DBS") service has recently been introduced as a new
competitive distribution method. Home users purchase or lease satellite dish
receiving equipment and subscribe to a monthly service of programming options.
Legislation was enacted in November 1999 that permits local stations, under
specified conditions, to be carried on satellite which will retransmit those
signals back to the originating market. As DBS providers expand their
facilities, an increasing number of local stations will be carried as
"local-to-local" signals, aided by a legal requirement that mandates the
carriage of all local broadcast signals if one is retransmitted. Of the
Company's stations, only WJLA and WBMA/WCFT/WJSU are currently carried on DBS
systems, transmitting to the Washington, D.C. and Birmingham, Alabama markets,
respectively.
-4-
The Company believes that the market shares of television stations affiliated
with ABC, NBC and CBS declined during the 1980s and 1990s because of the
emergence of FOX and certain strong independent stations and because of
increased cable penetration. Independent stations have emerged as viable
competitors for television viewership share, particularly as a result of the
availability of first-run, network-quality and regional sports programming. In
addition, there has been substantial growth in the number of home satellite dish
receivers and video cassette recorders, which has further expanded the number of
programming alternatives available to household audiences.
Terrestrially-distributed television broadcast stations use analog transmission
technology. Recent advances in digital transmission technology formats have
enabled some broadcasters to begin migration from analog to digital
broadcasting. Digital technologies provide cleaner video and audio signals as
well as the ability to transmit "high definition television" with theatre screen
aspect ratios, higher resolution video and "noise-free" sound. Digital
transmission also permits dividing the transmission frequency into multiple
discrete channels of standard definition television. The FCC has authorized a
transition plan to convert existing analog stations to digital by temporarily
offering a second channel to transmit programming digitally with the return of
the analog channel after the transition period. See "Legislation and Regulation
- - Digital Television". Of the Company's stations, only WJLA in Washington, D.C.
broadcasts with both an analog and digital signal at this time.
Station Information
The following table sets forth general information for each of the Company's
owned stations as of November 2001:
Total
Market Commercial Station Rank
Designated Network Channel Rank or Competitors Audience in Acquisition
Market Area Station Affiliation Frequency DMAin Market Share Market Date
----------- ------- ----------- --------- ------- ------------- --------- ---------- -----------
Washington, D.C. ................. WJLA ABC 7/VHF 8 6 20% 4 01/29/76
Birmingham (Anniston and .........
Tuscaloosa), AL....... WBMA/WCFT/WJSU ABC - 39 7 21% 2 -
Birmingham ............ WBMA ABC 58/UHF - - - - 08/01/97
Anniston .............. WJSU ABC 40/UHF - - - - 03/22/00
Tuscaloosa ............ WCFT ABC 33/UHF - - - - 03/15/96
Harrisburg-Lancaster-York-Lebanon,
PA ......................... WHTM ABC 27/UHF 46 5 22% 2 03/01/96
Little Rock, AR .................. KATV ABC 7/VHF 56 5 32% 1 04/06/83
Tulsa, OK ........................ KTUL ABC 8/VHF 59 6 34% 1 04/06/83
Roanoke-Lynchburg, VA ............ WSET ABC 13/VHF 67 4 25% 3 01/29/76
Charleston, SC ................... WCIV ABC 4/VHF 108 5 16% 3 01/29/76
- ---------
Represents market rank based on the Nielsen Station Index for November
2001.
Represents the total number of commercial broadcast television stations
in the DMA with an audience share of at least 1% in the 6:00 a.m. to
2:00 a.m., Sunday through Saturday, time period.
Represents the station's share of total viewing of commercial broadcast
television stations in the DMA for the time period of 6:00 a.m. to 2:00
a.m., Sunday through Saturday.
Represents the station's rank in the DMA based on its share of total
viewing of commercial broadcast television stations in the DMA for the
time period of 6:00 a.m. to 2:00 a.m., Sunday through Saturday.
TV Alabama serves the Birmingham market by simultaneously broadcasting
identical programming over WBMA, WCFT and WJSU. The stations are listed
on a combined basis by Nielsen as WBMA+, the call sign
-5-
of the low power television station.
The Company commenced programming WJSU pursuant to the Anniston LMA in
December 1995. In connection with the Anniston LMA, the Company entered
into an option to purchase the assets of WJSU. The Company exercised its
option to acquire WJSU and completed its acquisition of WJSU on March
22, 2000. See "Owned Stations - WBMA/WCFT/WJSU: Birmingham (Anniston and
Tuscaloosa), Alabama".
WSET and WCIV have been indirectly owned and operated by Joe L.
Allbritton since 1976. On March 1, 1996, WSET and WCIV became
wholly-owned subsidiaries of ACC.
Business and Operating Strategy
The Company's business strategy is to focus on building net operating revenues
and net cash provided by operating activities. The Company intends to pursue
selective acquisition opportunities as they arise. The Company's acquisition
strategy is to target network-affiliated television stations where it believes
it can successfully apply its operating strategy and where such stations can be
acquired on attractive terms. Targets include midsized growth markets with what
the Company believes to be advantageous business climates. Although the Company
continues to review strategic investment and acquisition opportunities, no
agreements or understandings are currently in place regarding any material
investments or acquisitions.
In addition, the Company constantly seeks to enhance net operating revenues at a
marginal incremental cost through its use of existing personnel and programming
capabilities. For example, KATV operates the Arkansas Razorback Sports Network
("ARSN"), which provides University of Arkansas sports programming to a network
of 72 radio stations in six states. Certain broadcast television, cable
pay-per-view and home video rights are also controlled by ARSN.
The Company's operating strategy focuses on four key elements:
Local News and Community Leadership. The Company's stations strive to be local
news leaders to exploit the revenue potential associated with local news
leadership. Since the acquisition of each station, the Company has focused on
building that station's local news programming franchise as the foundation for
building significant audience share. In each of its market areas, the Company
develops additional information-oriented programming designed to expand the
stations' hours of commercially valuable local news and other programming with
relatively small incremental increases in operating expenses. Local news
programming is commercially valuable because of its high viewership level, the
attractiveness to advertisers of the demographic characteristics of the typical
news audience (allowing stations to charge higher rates for advertising time)
and the enhanced ratings of other programming in time periods adjacent to the
news. In addition, management believes strong local news product has helped
differentiate local broadcast stations from the increasing number of cable
programming competitors that generally do not provide this material.
-6-
High Quality Non-Network Programming. The Company's stations are committed to
attracting viewers through an array of syndicated and locally-produced
programming to fill those periods of the broadcast day not programmed by the
network. This programming is selected by the Company based on its ability to
attract audiences highly valued in terms of demographic makeup on a
cost-effective basis and reflects a focused strategy to migrate and hold
audiences from program to program throughout dayparts. Audiences highly valued
in terms of demographic makeup include women aged 18-49 and all adults aged
25-54. These demographic groups are perceived by advertisers as the groups with
the majority of buying authority and decision-making in product selection.
Local Sales Development Efforts. The Company believes that television stations
with a strong local presence and active community relations can realize
additional revenue from advertisers through the development and promotion of
special programming and marketing events. Each of the Company's stations has
developed such additional products, including high quality programming of local
interest (such as University of Arkansas football and basketball games) and
sponsored community events. These sponsored events have included health fairs,
contests, job fairs, parades and athletic events and have provided advertisers,
who are offered participation in such events, an opportunity to direct a
marketing program to targeted audiences. These additional products have proven
successful in attracting incremental advertising revenues. The stations also
seek to maximize their local sales efforts through the use of extensive research
and targeted demographic studies.
Cost Control. Management believes that controlling costs is an essential factor
in achieving and maintaining the profitability of its stations. The Company
believes that by delivering highly targeted audience levels and controlling
programming and operating costs, the Company's stations can achieve increased
levels of revenue and operating cash flow. Each station rigorously manages its
expenses through a budgetary control process and project accounting, which
include an analysis of revenue and programming costs by daypart. Moreover, each
of the stations closely monitors its staffing levels.
Owned Stations
WJLA: Washington, D.C.
Acquired by the Company in 1976, WJLA is an ABC network affiliate pursuant to an
affiliation agreement that expires on October 1, 2005. The Station's FCC license
expires on October 1, 2004. Washington, D.C. is the eighth largest DMA, with
approximately 2,128,000 television households. The Company believes that
stations in this market generally earn higher advertising rates than stations in
smaller markets because many national advertising campaigns concentrate their
spending in the top ten media markets and on issue-oriented advertising in
Washington, D.C. The Washington, D.C. market is served by six commercial
television stations.
-7-
WBMA/WCFT/WJSU: Birmingham (Anniston and Tuscaloosa), Alabama
The Company acquired WCFT in March 1996 and commenced programming WJSU pursuant
to the Anniston LMA in December 1995. The LMA provided for the Company to supply
program services to WJSU and to retain all revenues from advertising sales. In
exchange, the Company paid all station operating expenses and certain management
fees to the station's owner. In connection with the Anniston LMA, the Company
entered into an option to purchase the assets of WJSU (the "Anniston Option").
The Company exercised its option to acquire WJSU on September 14, 1999 and
completed the acquisition on March 22, 2000. The Company also owns a low power
television station licensed to Birmingham, Alabama (WBMA). In October 1998,
Nielsen collapsed the Tuscaloosa DMA and the Anniston DMA into the Birmingham
DMA creating the 39th largest DMA with approximately 684,000 television
households. The Birmingham DMA is served by seven commercial television
stations.
The Company serves the Birmingham market by simultaneously transmitting
identical programming from its studio in Birmingham over WCFT, WJSU and WBMA.
The stations are listed on a combined basis by Nielsen as WBMA+. TV Alabama
maintains studio facilities in Birmingham for the operation of the stations. The
Company has retained a news and sales presence in both Tuscaloosa and Anniston,
while at the same time maintaining its primary news and sales presence in
Birmingham. The ABC network affiliation is based upon carriage on both WCFT and
WJSU and expires on September 1, 2006. The FCC licenses for both stations expire
on April 1, 2005.
WHTM: Harrisburg-Lancaster-York-Lebanon, Pennsylvania
Acquired by the Company in 1996, WHTM is an ABC network affiliate pursuant to an
affiliation agreement that expires on January 1, 2005. The Station's FCC license
expires August 1, 2007. Harrisburg, Pennsylvania, which consists of nine
contiguous counties located in central Pennsylvania, is the 46th largest DMA,
reaching approximately 618,000 television households. Harrisburg is the capital
of Pennsylvania, and the government represents the area's largest employer. The
Harrisburg market is served by five commercial television stations, one of which
is a VHF station.
KATV: Little Rock, Arkansas
Acquired by the Company in 1983, KATV is an ABC network affiliate pursuant to an
affiliation agreement that expires on July 31, 2005. The Station's FCC license
expires on June 1, 2005. The Little Rock market is the 56th largest DMA, with
approximately 520,000 television households. The Little Rock market has a
diversified economy, both serving as the seat of state and local government and
home to commercial businesses. The Little Rock market is served by five
commercial television stations.
-8-
Capitalizing on its exclusive rights to the University of Arkansas basketball
and football schedules through the year 2003, KATV launched ARSN in Fiscal 1994
by entering into programming sublicense agreements with a network of 72 radio
stations in six states. Certain broadcast television, cable pay-per-view and
home video rights are also controlled by ARSN.
KTUL: Tulsa, Oklahoma
Acquired by the Company in 1983, KTUL is an ABC network affiliate pursuant to an
affiliation agreement that expires on July 31, 2005. The Station's FCC license
expires on June 1, 2006. Tulsa, Oklahoma is the 59th largest DMA, with
approximately 503,000 television households. The Tulsa market is served by six
commercial television stations.
WSET: Roanoke-Lynchburg, Virginia
Acquired by the Company in 1996, WSET has been indirectly owned and operated by
Joe L. Allbritton since 1976. The Station is an ABC network affiliate pursuant
to an affiliation agreement that expires on July 31, 2005. WSET's FCC license
expires on October 1, 2004. The hyphenated central Virginia market comprised of
Lynchburg, Roanoke and Danville is the 67th largest DMA, with approximately
423,000 television households. The Lynchburg DMA is served by four commercial
television stations.
WCIV: Charleston, South Carolina
Acquired by the Company in 1996, WCIV has been indirectly owned and operated by
Joe L. Allbritton since 1976. The Station is an ABC affiliate pursuant to an
affiliation agreement that expires on August 20, 2006. WCIV's FCC license
expires on December 1, 2004. Charleston, South Carolina is the 108th largest
DMA, with approximately 248,000 television households. The Charleston DMA is
served by five commercial television stations.
Network Affiliation Agreements and Relationship
WJLA, WBMA/WCFT/WJSU, WHTM, KATV, KTUL, WSET and WCIV are ABC network
affiliates: their current affiliation agreements expire October 1, 2005,
September 1, 2006, January 1, 2005, July 31, 2005, July 31, 2005, July 31, 2005
and August 20, 2006, respectively. ABC has routinely renewed the affiliation
agreements with these stations; however, there can be no assurance that these
affiliation agreements will be renewed in the future. As one of the largest
group owners of ABC network affiliates in the nation, ACC believes it enjoys
excellent relations with the ABC network.
Generally, each affiliation agreement provides the Company's stations with the
right to broadcast programs transmitted by the network that includes designated
advertising time the revenue from which the network retains. For every hour or
fraction thereof that the station elects to broadcast network programming, the
network pays the station compensation, as specified in each affiliation
agreement, or as agreed upon by the network and the stations. Typically,
prime-time programming
-9-
generates the highest hourly rates. Under specified conditions, rates are
subject to increase or decrease by the network during the term of each
affiliation agreement, with provisions for advance notice and right of
termination on behalf of the station in the event of a reduction in rates.
Effective August 11, 1999, the Company's network affiliation agreements with ABC
were amended. Under the amendments, ABC will, for a three-year period, provide
the Company's stations with additional prime-time inventory, limited
participation rights in a new cable television "soap" channel, and enhanced
program exclusivity and commercial inventory guarantees in exchange for reduced
annual network compensation, the return of certain Saturday morning inventory
from the stations, and more flexibility in repurposing of ABC programming.
Competition
Competition in the television industry, including each of the market areas in
which the Company's stations compete, takes place on several levels: competition
for audience, competition for programming (including news) and competition for
advertisers. Additional factors material to a television station's competitive
position include signal coverage and assigned frequency. The television
broadcasting industry is continually faced with technological change and
innovation, the possible rise or fall in popularity of competing entertainment
and communications media and actions of federal regulatory bodies, including the
FCC, any of which could possibly have a material adverse effect on the Company's
operations.
Audience: Stations compete for audience on the basis of program popularity,
which has a direct effect on advertising rates. A majority of the Company's
daily programming is supplied by ABC. In those periods, the stations are totally
dependent upon the performance of the ABC network programs in attracting
viewers. Non-network time periods are programmed by the station with a
combination of self-produced news, public affairs and entertainment programming,
including news and syndicated programs purchased for cash, cash and barter or
barter-only. Independent stations, the number of which has increased
significantly over the past decade, have also emerged as viable competitors for
television viewership share, particularly as the result of the availability of
first-run network-quality programming from FOX.
The development of methods of television transmission other than over-the-air
broadcasting and, in particular, the growth of cable television has
significantly altered competition for audience share in the television industry.
These alternative transmission methods can increase competition for a
broadcasting station both by bringing into its market area distant broadcasting
signals not otherwise available to the station's audience and by serving as a
distribution system for programming originated on the cable system.
Historically, cable operators have not sought to compete with broadcast stations
for a share of the local news audience. To the extent cable operators elect to
do so, increased competition for local news audiences could have an adverse
effect on the Company's advertising revenues.
-10-
Other sources of competition include home entertainment systems (including video
cassette recorder and playback systems, videodiscs and television game devices),
multipoint distribution systems, multichannel multipoint distribution systems,
wireless cable, satellite master antenna television systems and some low-power
and in-home satellite services. The Company's television stations also face
competition from high-powered direct broadcast satellite services, such as
DirecTV and Echostar, which transmit programming directly to homes equipped with
special receiving antennas or to cable television systems for transmission to
their subscribers.
Further advances in technology may increase competition for household audiences
and advertisers. Video compression techniques, now under development for use
with current cable channels, internet-relayed video and direct broadcast
satellites are expected to reduce the bandwidth required for television signal
transmission. These compression techniques, as well as other technological
developments, are applicable to all video delivery systems, including
over-the-air broadcasting, and have the potential to provide vastly expanded
programming to highly targeted audiences. Reduction in the cost of creating
additional channel capacity could lower entry barriers for new channels and
encourage the development of increasingly specialized niche programming. This
ability to reach very defined audiences is expected to alter the competitive
dynamics for advertising expenditures. The Company is unable to predict the
effect that technological changes will have on the broadcast television industry
or the future results of the Company's operations.
Programming: Competition for programming involves negotiating with national
program distributors or syndicators which sell first-run and rerun packages of
programming. The Company's stations compete against in-market broadcast station
competitors for off-network reruns (such as "Frasier") and first-run products
(such as "The Oprah Winfrey Show") for exclusive access to those programs. Cable
systems generally do not compete with local stations for programming, although
various national cable networks from time to time have acquired programs that
would have otherwise been offered to local television stations. Competition for
exclusive news stories and features is also endemic to the television industry.
Advertising: Advertising rates are set based upon a variety of factors,
including the size and demographic makeup of the market served by the station, a
program's popularity among viewers whom an advertiser wishes to attract, the
number of advertisers competing for the available time, the availability of
alternative advertising media in the market area, a station's overall ability to
attract viewers in its market area and the station's ability to attract viewers
among particular demographic groups that an advertiser may be targeting.
Advertising rates are also affected by an aggressive and knowledgeable sales
force and the development of projects, features and programs that tie advertiser
messages to programming. The Company's television stations compete for
advertising revenues with other television stations in their respective markets
as well as with other advertising media, such as newspapers, radio, magazines,
outdoor advertising, transit advertising, yellow page directories, direct mail
and local cable systems. Competition for advertising dollars in the broadcasting
industry occurs primarily in individual market areas. Generally, a television
broadcasting station in the market does not compete with stations in other
market areas. The Company's television stations are located in highly
competitive market areas.
-11-
Legislation and Regulation
The ownership, operation and sale of television stations are subject to the
jurisdiction of the FCC under the Communications Act of 1934 (the
"Communications Act"). Matters subject to FCC oversight include, but are not
limited to, the assignment of frequency bands for broadcast television; the
approval of a television station's frequency, location and operating power; the
issuance, renewal, revocation or modification of a television station's FCC
license; the approval of changes in the ownership or control of a television
station's licensee; the regulation of equipment used by television stations and
the adoption and implementation of regulations and policies concerning the
ownership, operation, programming and employment practices of television
stations. The FCC has the power to impose penalties, including fines or license
revocations, upon a licensee of a television station for violations of the FCC's
rules and regulations.
The following is a brief summary of certain provisions of the Communications Act
and of specific FCC regulations and policies affecting broadcast television.
Reference should be made to the Communications Act, FCC rules and the public
notices and rulings of the FCC for further information concerning the nature and
extent of FCC regulation of broadcast television stations.
License Renewal: Broadcast television licenses are generally granted for maximum
terms of eight years. License terms are subject to renewal upon application to
the FCC, but they may be renewed for a shorter period upon a finding by the FCC
that the "public interest, convenience and necessity" would be served thereby.
Under the Telecommunications Act of 1996 (the "Telecommunications Act"), the FCC
must grant a renewal application if it finds that the station has served the
public interest, there have been no serious violations of the Communications Act
or FCC rules, and there have been no other violations of the Communications Act
or FCC rules by the licensee that, taken together, would constitute a pattern of
abuse. If the licensee fails to meet these requirements, the FCC may either deny
the license or grant it on terms and conditions as are appropriate after notice
and opportunity for hearing.
In the vast majority of cases, television broadcast licenses are renewed by the
FCC even when petitions to deny or competing applications are filed against
broadcast license renewal applications. However, there can be no assurance that
each of the Company's broadcast licenses will be renewed in the future. All of
the stations' existing licenses were renewed for full terms and are currently in
effect.
Programming and Operation: The Communications Act requires broadcasters to serve
the "public interest." Since the late 1970s, the FCC gradually has relaxed or
eliminated many of the more formalized procedures it had developed to promote
the broadcast of certain types of programming responsive to the needs of a
station's community of license. However, broadcast station licensees must
continue to present programming that is responsive to local community problems,
needs and interests and to maintain certain records demonstrating such
responsiveness. Complaints from viewers concerning a station's programming often
will be considered by the FCC when it evaluates license renewal applications,
although such complaints may be filed at any time and generally may be
considered by the FCC at any time. Stations also must follow various FCC
-12-
rules that regulate, among other things, political advertising, sponsorship
identifications, the advertisements of contests and lotteries, obscene and
indecent broadcasts and technical operations, including limits on radio
frequency radiation. The FCC also has adopted rules that place additional
obligations on television station operators for maximum amounts of advertising
and minimum amounts of programming specifically targeted for children, as well
as additional public information and reporting requirements.
Digital Television: The FCC has adopted rules for implementing digital
(including high-definition) television ("DTV") service in the United States.
Implementation of DTV is intended to improve the technical quality of
television. Under certain circumstances, however, conversion to DTV operations
may reduce a station's geographical coverage area. The FCC has allotted a second
broadcast channel to each full-power commercial television station for DTV
operation. The FCC's DTV allotment plan is based on the use of a "core" DTV
spectrum between channels 2 and 51. Under the FCC's rules, stations will be
required to phase-in their DTV operations on the second channel over a
transition period and to surrender their non-DTV channel later. The FCC has
adopted standards for the transmission of DTV signals. These standards will
serve as the basis for the phased conversion to digital transmission.
The FCC established May 1, 2002 as the date by which all commercial television
stations are to have implemented DTV service. The Company's stations were
assigned the following digital channel allocations by the FCC: WJLA-39, WCFT-34,
WJSU-58, WHTM-57, KATV-22, KTUL-58, WSET-56 and WCIV-53. Of the Company's
stations, WJLA is currently operating on its assigned DTV channel. KATV has
placed orders for equipment, and management anticipates that implementation of
DTV service will be completed at this station during Fiscal 2002. Engineering
analyses with respect to the digital channel allocations for the Company's
remaining stations revealed alternate available channels that the Company
believes would be better suited for these stations' DTV operations. Petitions to
the FCC to modify the channel assignments have been made as follows:
WCFT-channel 34 to 3, WJSU-channel 58 to 9, WHTM-channel 57 to 10, KTUL-channel
58 to10, WSET-channel 56 to 34 and WCIV-channel 53 to 34. Upon grant of the
petitions to modify the channel allocations and necessary applications to
construct the facilities, these stations will begin implementing DTV service.
The Company anticipates regulatory action on its outstanding petitions during
Fiscal 2002, and implementation of DTV service at its remaining stations during
Fiscal 2003. There is no assurance that the channel assignment modification
petitions will be granted, and as a result, construction on the initially
assigned channels may be necessary. The FCC has recognized that, due to exigent
circumstances relating to tower construction, equipment availability and other
factors, extensions of the May 1, 2002 digital operations date will be
necessary, and the FCC has adopted streamlined procedures to affect such
extensions.
Implementation of DTV service will impose substantial additional costs on
television stations providing the new service because of the need to purchase
additional equipment and because some stations will need to operate at higher
utility costs. There can be no assurance that the Company's television stations
will be able to increase revenue to offset such costs. The Company is unable to
predict what future actions the FCC might take with respect to DTV service, nor
can the Company
-13-
predict the effect of the FCC's present DTV implementation plan or such future
actions on its business. The Company will incur significant expense in the
conversion to DTV operations and is unable to predict the extent or timing of
consumer demand for any such DTV services.
Ownership Matters: The Communications Act contains a number of restrictions on
the ownership and control of broadcast licenses. Together with the FCC's rules,
it places limitations on alien ownership; common ownership of broadcast, cable
and newspaper properties; and ownership by those persons not having the
requisite "character" qualifications and those persons holding "attributable"
interests in the license.
The FCC's television national multiple ownership rules limit the audience reach
of television stations in which any entity may hold an attributable interest to
35 percent of total United States audience reach. The FCC's local television
multiple ownership rule, the "Duopoly" rule, was revised in September 1999 and
now generally permits ownership of attributable interests by a single entity in
no more than two television stations which serve the same DMA unless both
stations are among the top four rated in the market or there are fewer than
eight, full power, independently owned television stations remaining in the
market.
The FCC generally applies its ownership limits to "attributable" interests held
by an individual, corporation, partnership or other association. When applying
its multiple ownership or cross-ownership rules, the FCC generally attributes
the interests of corporate licensees to the holders of corporate interests as
follows: (i) any voting interest amounting to five percent or more of the
outstanding voting power of the corporate broadcast licensee generally will be
attributable; (ii) in general, no minority voting stock interests will be
attributable if there is a single holder of more than fifty percent of the
outstanding voting power of a corporate broadcast licensee; (iii) in general,
certain investment companies, insurance companies and banks holding stock
through their trust departments in trust accounts will be considered to have an
attributable interest only if they hold twenty percent or more of the
outstanding voting power of a corporate broadcast licensee; and (iv) certain
local media competitors (including broadcasters, cable operators and newspapers)
and programmers that supply more than 15 percent of a station's weekly broadcast
hours will also be attributed with ownership of the station if that entity also
has a combination of debt and equity holdings of the station exceeding 33
percent of the total asset value of the station. Furthermore, corporate officers
and directors and general partners and uninsulated limited partners of
partnerships are personally attributed with the media interests of the
corporations or partnerships of which they are officers, directors or partners.
In the case of corporations controlling broadcast licenses through one or more
intermediate entities, similar attribution standards generally apply to
stockholders, officers and directors of such corporations.
In light of the FCC's multiple ownership and cross-ownership rules, an
individual or entity that acquires an attributable interest in the Company may
violate the FCC's rules if that acquirer also has an attributable interest in
other television or radio stations, or in cable television systems or daily
newspapers, depending on the number and location of those radio or television
stations, cable television systems or daily newspapers. Such an acquirer also
may be restricted in the companies in which it may invest, to the extent that
those investments give rise to an attributable interest. If an
-14-
individual or entity with an attributable interest in the Company violates any
of these ownership rules, the Company may be unable to obtain from the FCC the
authorizations needed to conduct its television station business, may be unable
to obtain FCC consents for certain future acquisitions, may be unable to obtain
renewals of its licenses and may be subject to other material adverse
consequences.
Additional Competition in the Video Services Industry: The Telecommunications
Act also eliminates the overall ban on telephone companies offering video
services and permits the ownership of cable television companies by telephone
companies in their service areas (or vice versa) in certain circumstances.
Telephone companies providing such video services will be regulated according to
the transmission technology they use. The Telecommunications Act also permits
telephone companies to hold an ownership interest in the programming carried
over such systems. Although the Company cannot predict the effect of the removal
of these barriers to telephone company participation in the video services
industry, it may have the effect of increasing competition in the television
broadcast industry in which the Company operates.
Other Legislation: The foregoing does not purport to be a complete summary of
all the provisions of the Telecommunications Act or of the regulations and
policies of the FCC thereunder. Congress and the FCC have under consideration,
and in the future may consider and adopt, (i) other changes to existing laws,
regulations and policies or (ii) new laws, regulations and policies regarding a
wide variety of matters that could affect, directly or indirectly, the
operation, ownership and profitability of the Company's broadcast stations.
Also, certain of the foregoing matters are now, or may become, the subject of
court litigation, and the Company cannot predict the outcome of any such
litigation or the impact on its business.
Employees
As of September 30, 2001, the Company employed in full and part-time positions
856 persons, including 170 at WJLA, 132 at KATV, 126 at KTUL, 110 at WHTM, 122
at WBMA/WCFT/WJSU, 103 at WSET, 81 at WCIV and 12 in its corporate office. Of
the employees at WJLA, 93 are represented by three unions: the American
Federation of Television and Radio Artists ("AFTRA"), the Directors Guild of
America ("DGA") or the National Association of Broadcast Employees and
Technicians/Communications Workers of America ("NABET/CWA"). The AFTRA
collective bargaining agreement expires September 30, 2002. The DGA collective
bargaining agreement expired January 16, 2000, and a successor collective
bargaining agreement is currently being negotiated. The NABET/CWA collective
bargaining agreement expired June 1, 1995. Members of this union have been
working under a contract implemented by WJLA after impasse in its negotiations,
effective February 1, 1999, and a new collective bargaining agreement is
currently under negotiation. No employees of the Company's other owned stations
are represented by unions. The Company believes its relations with its employees
are satisfactory.
-15-
ITEM 2. PROPERTIES
The Company maintains its corporate headquarters in Washington, D.C., occupying
leased office space of approximately 9,300 square feet.
The types of properties required to support each of the stations include
offices, studios, transmitter sites and antenna sites. The stations' studios are
co-located with their office space while transmitter sites and antenna sites are
generally located away from the studios in locations determined to provide
maximum market signal coverage.
The following table describes the general characteristics of the Company's
principal real property:
-16-
Approximate Lease Expiration
Facility Market/Use Ownership Size Date
- -------- ---------- --------- ---- ----
WJLA Washington, D.C.
Office/Studio Leased 88,828 sq. ft. 12/16/03
Tower/Transmitter Joint Venture 108,000 sq. ft. N/A
WHTM Harrisburg, PA
Office/Studio Owned 14,000 sq. ft. N/A
Tower/Transmitter Owned 2,801 sq. ft. N/A
Adjacent Land Leased 6,808 sq. ft. 10/31/05
York, PA
Office/Studio Leased 1,200 sq. ft. 7/01/06
KATV Little Rock, AR
Office/Studio Owned 20,500 sq. ft. N/A
Office/Studio Leased 1,500 sq. ft. 1/31/03
Tower/Transmitter Owned 188 Acres N/A
Annex/Garage Owned 67,400 sq. ft. N/A
KTUL Tulsa, OK
Office/Studio Owned 13,520 sq. ft. N/A
Tower/Transmitter Owned 160 acres N/A
Tower Leased 1 acre 5/30/05
WSET Lynchburg, VA
Office/Studio Owned 15,500 sq. ft. N/A
Tower/Transmitter Owned 2,700 sq. ft. N/A
Danville, VA
Office/Studio Leased 2,150 sq. ft. 2/28/03
WCIV Mt. Pleasant, SC
Office/Studio Owned 21,700 sq. ft. N/A
Tower/Transmitter Leased 2,000 sq. ft. 8/31/06
WBMA/WCFT/WJSU Birmingham, AL
Office/Studio Leased 26,357 sq. ft 9/30/06
Satellite Dish Farm Leased 0.5 acres 9/30/06
Tower/Relay-Pelham Leased .08 acres 10/31/01
Tower/Relay-Red Mtn. Owned .21 acres N/A
Tuscaloosa, AL
Office/Studio Owned 9,475 sq. ft. N/A
Tower-Tuscaloosa Owned 10.5 acres N/A
Tower-AmSouth Leased 134.3 acres 4/30/06
Anniston, AL
Office/Studio Leased 7,273 sq. ft. 6 months notice
Tower-Blue Mtn. Owned 1.7 acres N/A
Gadsden Office Leased 1,000 sq. ft. Monthly
Tower-Bald Rock Leased 1 acre 8/29/16
-17-
ITEM 3. LEGAL PROCEEDINGS
The Company currently and from time to time is involved in litigation incidental
to the conduct of its business, including suits based on defamation. The Company
is not currently a party to any lawsuit or proceeding which, in the opinion of
management, if decided adverse to the Company, would be likely to have a
material adverse effect on the Company's consolidated financial condition,
results of operations or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
Not Applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Not Applicable.
-18-
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
(Dollars in thousands)
The selected consolidated financial data below should be read in conjunction
with the Company's Consolidated Financial Statements and notes thereto included
elsewhere in this Report. The selected consolidated financial data for the
fiscal years ended September 30, 1997, 1998, 1999, 2000 and 2001 are derived
from the Company's audited Consolidated Financial Statements.
Fiscal Year Ended September 30,
-------------------------------
1997 1998 1999 2000 2001
---- ---- ---- ---- ----
Statement of Operations Data:
Operating revenues, net .............. $172,828 $182,484 $187,288 $205,307 $190,618
Television operating expenses,
excluding depreciation and
amortization ..................... 105,630 106,147 109,549 113,617 112,865
Depreciation and amortization ........ 19,652 18,922 17,471 15,660 14,271
Corporate expenses ................... 4,382 4,568 4,339 4,873 5,641
Operating income ..................... 43,164 52,847 55,929 71,157 57,841
Interest expense ..................... 42,870 44,340 42,154 42,212 41,682
Interest income ...................... 2,433 3,339 2,760 2,893 2,798
Income before extraordinary
items ............................ 424 5,746 8,628 17,184 10,644
Extraordinary loss............... -- (5,155) -- -- --
Net income ........................... 424 591 8,628 17,184 10,644
As of September 30,
-------------------
1997 1998 1999 2000 2001
---- ---- ---- ---- ----
Balance Sheet Data:
Total assets ......................... $280,977 $279,521 $275,868 $269,934 $255,947
Total debt....................... 415,722 429,691 429,629 427,729 426,860
Stockholder's investment ............. (185,563) (203,776) (211,347) (219,896) (232,832)
Fiscal Year Ended September 30,
-------------------------------
1997 1998 1999 2000 2001
---- ---- ---- ---- ----
Cash Flow Data:
Cash flow from operating
activities ...................... $15,551 $28,022 $28,302 $33,579 $27,530
Cash flow from investing activities .. (17,363) (8,190) (9,809) (8,354) (5,684)
Cash flow from financing activities .. (2,875) (13,404) (17,905) (27,749) (26,119)
Fiscal Year Ended September 30,
-------------------------------
1997 1998 1999 2000 2001
---- ---- ---- ---- ----
Financial Ratios and Other Data:
Operating Cash Flow.............. $62,816 $71,769 $73,400 $86,817 $72,112
Operating Cash Flow Margin....... 36.3% 39.3% 39.2% 42.3% 37.8%
Capital expenditures ................. 12,140 8,557 9,849 5,048 5,711
-19-
The extraordinary loss during Fiscal 1998 resulted from the early
repayment of long-term debt.
Total debt is defined as long-term debt (including the current portion
thereof, and net of discount), short-term debt and capital lease
obligations.
Cash flows from operating, investing and financing activities were
determined in accordance with generally accepted accounting principles.
See "Consolidated Financial Statements - Consolidated Statements of Cash
Flows".
"Operating Cash Flow" is defined as operating income plus depreciation
and amortization. Programming expenses are included in television
operating expenses. The Company has included Operating Cash Flow data
because it understands that such data is used by investors to measure a
company's ability to fund its operations and service debt. Operating
Cash Flow does not purport to represent cash flows from operating
activities determined in accordance with generally accepted accounting
principles as reflected in the Consolidated Financial Statements, is not
a measure of financial performance under generally accepted accounting
principles, should not be considered in isolation or as a substitute for
net income or cash flows from operating activities and may not be
comparable to similar measures reported by other companies.
"Operating Cash Flow Margin" is defined as Operating Cash Flow as a
percentage of operating revenues, net.
-20-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands)
General Factors Affecting the Company's Business
The Company owns ABC network-affiliated television stations serving seven
diverse geographic markets: WJLA in Washington, D.C.; WCFT in Tuscaloosa,
Alabama, WJSU in Anniston, Alabama and WBMA-LP, a low power television station
licensed to Birmingham, Alabama (the Company operates WCFT and WJSU in tandem
with WBMA-LP serving the viewers of the Birmingham, Tuscaloosa and Anniston
market); WHTM in Harrisburg, Pennsylvania; KATV in Little Rock, Arkansas; KTUL
in Tulsa, Oklahoma; WSET in Lynchburg, Virginia; and WCIV in Charleston, South
Carolina.
The Company previously programmed WJSU pursuant to the Anniston LMA. In
connection with the Anniston LMA, the Company entered into an option to purchase
the assets of WJSU. The Company exercised its option to acquire WJSU on
September 14, 1999 and completed the acquisition on March 22, 2000. The
consolidated results of operations of the Company include operating revenues and
operating expenses of WJSU from December 29, 1995 to March 21, 2000 pursuant to
the terms of the Anniston LMA, and since March 22, 2000 as an owned station.
Upon acquisition of WJSU, the Company was no longer required to pay fees
approximating $360 annually that were paid in connection with the previously
existing local marketing agreement.
The operating revenues of the Company are derived from local and national
advertisers and, to a much lesser extent, from the networks and program
syndicators for the broadcast of programming and from other broadcast-related
activities. The primary operating expenses involved in owning and operating
television stations are employee compensation, programming, news gathering,
production, promotion and the solicitation of advertising.
Television stations receive revenues for advertising sold for placement within
and adjoining locally originated programming and adjoining their network
programming. Advertising rates are set based upon a variety of factors,
including the size and demographic makeup of the market served by the station, a
program's popularity among viewers whom an advertiser wishes to attract, the
number of advertisers competing for the available time, the availability of
alternative advertising media in the market area, a station's overall ability to
attract viewers in its market area and the station's ability to attract viewers
among particular demographic groups that an advertiser may be targeting.
Advertising rates are also affected by an aggressive and knowledgeable sales
force and the development of projects, features and programs that tie advertiser
messages to programming.
The Company's advertising revenues are generally highest in the first and third
quarters of each fiscal year, due in part to increases in retail advertising in
the period leading up to and including the holiday season and active advertising
in the spring. The fluctuation in the Company's operating results is generally
related to fluctuations in the revenue cycle. In addition, advertising revenues
are
-21-
generally higher during election years due to spending by political candidates,
which is typically heaviest during the Company's first and fourth fiscal
quarters. During years in which Olympic Games are held, there is additional
demand for advertising time and, as a result, increased advertising revenue
associated with Olympic broadcasts. The 2000 Summer Olympic Games were broadcast
by NBC in September 2000 in connection with NBC's United States television
rights to the Olympic Games which extend through 2008.
The broadcast television industry is cyclical in nature, being affected by
prevailing economic conditions. Because the Company relies on sales of
advertising time for substantially all of its revenues, its operating results
are sensitive to general economic conditions and regional conditions in each of
the local market areas in which the Company's stations operate. For Fiscal 1999,
2000 and 2001, WJLA accounted for approximately one-half of the Company's total
revenues. As a result, the Company's results of operations are highly dependent
on WJLA and, in turn, the Washington, D.C. economy and, to a lesser extent, on
each of the other local economies in which the Company's stations operate. The
Company is also dependent on automotive-related advertising. Approximately 25%,
26% and 27% of the Company's total broadcast revenues for the years ended
September 30, 1999, 2000 and 2001, respectively, consisted of automotive-related
advertising. A significant decrease in such advertising in the future could
materially and adversely affect the Company's operating results.
-22-
Operating Revenues
The following table depicts the principal types of operating revenues, net of
agency commissions, earned by the Company for each of the last three fiscal
years and the percentage contribution of each to the total broadcast revenues of
the Company, before fees.
Fiscal Year Ended September 30,
-------------------------------
1999 2000 2001
---- ---- ----
Dollars Percent Dollars Percent Dollars Percent
------- ------- ------- ------- ------- -------
Local/regional......... $ 94,393 48.8% $101,619 47.9% $ 95,069 48.3%
National............... 77,077 39.9% 90,168 42.5% 78,225 39.8%
Network compensation... 5,668 2.9% 2,930 1.4% 2,975 1.5%
Political.............. 4,191 2.2% 4,826 2.3% 8,201 4.2%
Trade and barter....... 8,181 4.2% 8,748 4.1% 7,704 3.9%
Other revenues......... 3,879 2.0% 3,968 1.8% 4,568 2.3%
-------- ------ -------- ------ -------- ------
Broadcast revenues ......... 193,389 100.0% 212,259 100.0% 196,742 100.0%
====== ====== ======
Fees................... (6,101) (6,952) (6,124)
-------- -------- --------
Operating revenues, net .... $187,288 $205,307 $190,618
======== ======== ========
- ----------
Represents sale of advertising time to local and regional advertisers or
agencies representing such advertisers.
Represents sale of advertising time to agencies representing national
advertisers.
Represents payment by networks for broadcasting or promoting network
programming.
Represents sale of advertising time to political advertisers.
Represents value of commercial time exchanged for goods and services
(trade) or syndicated programs (barter).
Represents miscellaneous revenue, principally from the sales of
University of Arkansas sports programming to advertisers and radio
stations as well as receipts from tower rental and production of
commercials.
Represents fees paid to national sales representatives and fees paid for
music licenses.
Local/regional and national advertising constitute the Company's largest
categories of operating revenues, collectively representing approximately 90% of
the Company's total broadcast revenues in each of the last three fiscal years.
Although the total percentage contribution of local/regional and national
advertising has been relatively constant over such period, the growth rate of
local/regional and national advertising revenues varies annually based upon the
demand and rates for local/regional advertising time versus national advertising
time in each of the Company's markets. Local/regional advertising revenues
increased 2.2% and 7.7% in Fiscal 1999 and 2000, respectively, and decreased
6.4% in Fiscal 2001. National advertising revenues increased 2.0% and 17.0% in
Fiscal 1999 and 2000, respectively, and decreased 13.2% in Fiscal 2001. Each
other individual category of revenues represented less than 5.0% of the
Company's total revenues for each of the last three fiscal years.
-23-
Results of Operations - Fiscal 2001 Compared to Fiscal 2000
As compared to Fiscal 2000, the Company's results of operations for Fiscal 2001
principally reflect a decrease in net operating revenues. This decrease resulted
from a general weakness in television advertising, principally represented by
decreased national advertising revenue in all of the Company's markets as well
as decreased local/regional advertising revenue in the Washington, D.C. market.
The decreases in national and local/regional advertising revenues were partially
offset by significantly increased political advertising revenue in all but one
of the Company's markets.
Additionally, the Company's net operating revenues for Fiscal 2001 were
adversely impacted by the tragic events of September 11, 2001. The Company
estimates that it lost advertising revenues of up to $2,500 due to
commercial-free news coverage and advertiser cancellations during the period
following September 11, 2001.
Set forth below are selected consolidated financial data for Fiscal 2000 and
2001, respectively, and the percentage change between the years.
Fiscal Year Ended September 30,
-------------------------------
Percentage
2000 2001 Change
---- ---- ------
Operating revenues, net ............. $205,307 $190,618 (7.2)%
Total operating expenses ............ 134,150 132,777 (1.0)%
-------- --------
Operating income .................... 71,157 57,841 (18.7)%
Nonoperating expenses, net .......... 40,723 39,935 (1.9)%
Income tax provision ................ 13,250 7,262 (45.2)%
-------- --------
Net income .......................... $ 17,184 $ 10,644 (38.1)%
======== ========
Operating cash flow ................. $ 86,817 $ 72,112 (16.9)%
======== ========
Net Operating Revenues
Net operating revenues for Fiscal 2001 totaled $190,618, a decrease of $14,689
or 7.2%, as compared to Fiscal 2000. This decrease resulted principally from
decreased national advertising revenue in all of the Company's markets as well
as decreased local/regional advertising revenue in the Washington, D.C. market.
The decreases in national and local/regional advertising revenues were partially
offset by significantly increased political advertising revenue in all but one
of the Company's markets.
Additionally, the Company's net operating revenues for Fiscal 2001 were
adversely impacted by the tragic events of September 11, 2001. The Company
estimates that it lost advertising revenues of up to $2,500 due to
commercial-free news coverage and advertiser cancellations during the period
following September 11, 2001.
-24-
Local/regional advertising revenues decreased $6,550, or 6.4%, from Fiscal 2000.
The decrease was primarily attributable to decreased local/regional advertising
revenues in the Washington, D.C. market.
National advertising revenues decreased $11,943, or 13.2%, in Fiscal 2001 from
the prior fiscal year. All of the Company's markets contributed to this
decrease. There was a substantial decrease in internet-related advertising which
had contributed to the strong growth of the Washington, D.C. market during
Fiscal 2000.
Political advertising revenues increased by $3,375, or 69.9%, in Fiscal 2001
from Fiscal 2000. This increase was primarily due to the national presidential
election and high-profile local political races affecting the Little Rock,
Washington, D.C. and Lynchburg markets in November 2000. The increase was
partially offset by Fiscal 2000 political advertising leading up to the national
presidential and local elections in November 2000.
No individual advertiser accounted for more than 5% of the Company's broadcast
revenues during Fiscal 2001 or 2000.
Total Operating Expenses
Total operating expenses in Fiscal 2001 were $132,777, a decrease of $1,373, or
1.0%, compared to total operating expenses of $134,150 in Fiscal 2000. This net
decrease consisted of a decrease in television operating expenses, excluding
depreciation and amortization, of $752, a decrease in depreciation and
amortization of $1,389 and an increase in corporate expenses of $768.
Television operating expenses, excluding depreciation and amortization, totaled
$112,865 in Fiscal 2001, a decrease of $752, or 0.7%, when compared to
television operating expenses of $113,617 in Fiscal 2000. Television operating
expenses during Fiscal 2001 included a decrease in programming expenses related
to a reduction in the number of one-time and non-recurring programming events
occurring during the first and fourth quarters of Fiscal 2001 as compared to the
same periods in Fiscal 2000. Excluding these expenses from the prior period,
television operating expenses increased 1.2% during Fiscal 2001.
Depreciation and amortization expense of $14,271 in Fiscal 2001 decreased
$1,389, or 8.9%, from $15,660 in Fiscal 2000. The decrease was primarily
attributable to the completion of the acquisition of WJSU on March 22, 2000.
Prior to March 22, 2000, the costs to acquire the option to purchase WJSU were
amortized over the ten-year term of the option. Since completion of the
acquisition, the portion of the purchase price assigned to the broadcast license
of WJSU is being amortized over its estimated useful life of 40 years.
Corporate expenses in Fiscal 2001 increased $768, or 15.8%, from Fiscal 2000.
The increase was primarily due to increased personnel and key-man life insurance
expenses.
-25-
Operating Income
Operating income of $57,841 in Fiscal 2001 decreased $13,316, or 18.7%, compared
to operating income of $71,157 in Fiscal 2000. The operating profit margin in
Fiscal 2001 decreased to 30.3% from 34.7% for the prior fiscal year. The
decreases in operating income and margin were primarily the result of decreased
net operating revenues as discussed above.
Operating Cash Flow
Operating cash flow decreased to $72,112 in Fiscal 2001 from $86,817 in Fiscal
2000, a decrease of $14,705, or 16.9%. This decrease was primarily the result of
decreased net operating revenues as discussed above. The Company believes that
operating cash flow, defined as operating income plus depreciation and
amortization, is important in measuring the Company's financial results and its
ability to pay principal and interest on its debt because of the Company's level
of non-cash expenses attributable to depreciation and amortization of intangible
assets. Operating cash flow does not purport to represent cash flows from
operating activities determined in accordance with generally accepted accounting
principles as reflected in the Company's Consolidated Financial Statements, is
not a measure of financial performance under generally accepted accounting
principles, should not be considered in isolation or as a substitute for net
income or cash flows from operating activities and may not be comparable to
similar measures reported by other companies.
Nonoperating Expenses, Net
Interest expense decreased by $530, or 1.3%, from $42,212 in Fiscal 2000 to
$41,682 in Fiscal 2001. This decrease was principally due to a decreased average
balance of debt outstanding during Fiscal 2001. The average balance of debt
outstanding, including capital lease obligations, was $445,403 and $441,619 for
Fiscal 2000 and 2001, respectively, and the weighted average interest rate on
debt was 9.4% for each of the years ended September 30, 2000 and 2001.
Income Taxes
The provision for income taxes in Fiscal 2001 of $7,262 decreased by $5,988, or
45.2%, when compared to the provision for income taxes of $13,250 in Fiscal
2000. The decrease was directly related to the $12,528, or 41.2%, decrease in
the Company's income before income taxes as well as the one-time recognition of
a tax benefit of approximately $950 during Fiscal 2001 due to a court ruling
which enabled the Company to utilize a previously unrecognized local net
operating loss carryforwards.
Net Income
Net income for Fiscal 2001 of $10,644 decreased $6,540, or 38.1%, when compared
to net income of $17,184 in Fiscal 2000. The decrease in net income was
attributable to the decline in operating results for Fiscal 2001 as discussed
above.
-26-
Results of Operations - Fiscal 2000 Compared to Fiscal 1999
As compared to Fiscal 1999, the Company's results of operations for Fiscal 2000
principally reflect an increase in national and local/regional advertising
revenues in the Washington, D.C. market, partially offset by decreased network
compensation revenue and increased programming and news expenses in a majority
of the Company's markets.
Set forth below are selected consolidated financial data for Fiscal 1999 and
2000, respectively, and the percentage change between the years.
Fiscal Year Ended September 30,
-------------------------------
Percentage
1999 2000 Change
---- ---- ------
Operating revenues, net ............. $187,288 $205,307 9.6%
Total operating expenses ............ 131,359 134,150 2.1%
-------- --------
Operating income .................... 55,929 71,157 27.2%
Nonoperating expenses, net .......... 40,584 40,723 0.3%
Income tax provision ................ 6,717 13,250 97.3%
-------- --------
Net income .......................... $ 8,628 $ 17,184 99.2%
======== ========
Operating cash flow ................. $ 73,400 $ 86,817 18.3%
======== ========
Net Operating Revenues
Net operating revenues for Fiscal 2000 totaled $205,307, an increase of $18,019
or 9.6%, as compared to Fiscal 1999. This increase resulted principally from
increased national and local/regional advertising revenue in the Company's
Washington, D.C. market, partially offset by decreased network compensation
revenue.
Local/regional advertising revenues increased $7,226, or 7.7%, over Fiscal 1999.
The increase was primarily attributable to an improvement in the Washington,
D.C. local/regional advertising market.
National advertising revenues increased $13,091, or 17.0%, in Fiscal 2000 over
the prior fiscal year. All of the Company's stations experienced an increase in
national advertising revenues during Fiscal 2000, with the overall increase
being primarily attributable to an improvement in the Washington, D.C. and
Harrisburg national advertising markets. Strong internet-related advertising,
particularly during the first quarter of Fiscal 2000, contributed to the
improvement in the Washington, D.C. national advertising market.
-27-
Network compensation revenue decreased $2,738, or 48.3%, from Fiscal 1999. The
decrease was principally due to the effect of the amendment of the Company's
network affiliation agreements with ABC in August 1999. This decrease was fully
offset by local/regional and national advertising revenues generated from the
sale of additional prime-time inventory obtained as part of the amendment. See
"Business - Network Affiliation Agreements and Relationship".
Political advertising revenues increased by $635, or 15.2%, in Fiscal 2000 from
Fiscal 1999. This increase was primarily due to Fiscal 2000 political
advertising leading up to the national presidential election as well as various
high-profile local elections in certain of the Company's markets that took place
in November 2000. The increase was partially offset by Fiscal 1999 political
advertising related to various high-profile local elections in many of the
Company's markets that took place in November 1998.
No individual advertiser accounted for more than 5% of the Company's broadcast
revenues during Fiscal 2000 or 1999.
Total Operating Expenses
Total operating expenses in Fiscal 2000 were $134,150, an increase of $2,791, or
2.1%, compared to total operating expenses of $131,359 in Fiscal 1999. This net
increase consisted of an increase in television operating expenses, excluding
depreciation and amortization, of $4,068, a decrease in depreciation and
amortization of $1,811 and an increase in corporate expenses of $534.
Television operating expenses, excluding depreciation and amortization, totaled
$113,617 in Fiscal 2000, an increase of $4,068, or 3.7%, when compared to
television operating expenses of $109,549 in Fiscal 1999. This television
operating expense increase was primarily attributable to increased programming
and news expenses across a majority of the Company's stations. The increased
programming expenses during Fiscal 2000 included certain one-time and
non-recurring programming events occurring during the first and fourth quarters.
Excluding these expenses, television operating expenses increased 2.3% during
Fiscal 2000.
Depreciation and amortization expense of $15,660 in Fiscal 2000 decreased
$1,811, or 10.4%, from $17,471 in Fiscal 1999. The decrease was primarily
attributable to decreased depreciation on the assets acquired in Birmingham and
Harrisburg during Fiscal 1996. Additionally, amortization expense decreased
during Fiscal 2000 as a result of the completion of the acquisition of WJSU on
March 22, 2000. Prior to March 22, 2000, the costs to acquire the option to
purchase WJSU were amortized over the ten-year term of the option. Since
completion of the acquisition, the portion of the purchase price assigned to the
broadcast license of WJSU is being amortized over its estimated useful life of
40 years.
Corporate expenses in Fiscal 2000 increased $534, or 12.3%, from Fiscal 1999.
The increase was primarily due to increased key-man life insurance expense.
-28-
Operating Income
Operating income of $71,157 in Fiscal 2000 increased $15,228, or 27.2%, compared
to operating income of $55,929 in Fiscal 1999. The operating profit margin in
Fiscal 2000 increased to 34.7% from 29.9% for the prior fiscal year. The
increases in operating income and margin were the result of net operating
revenues increasing more than total operating expenses as discussed above.
Operating Cash Flow
Operating cash flow increased to $86,817 in Fiscal 2000 from $73,400 in Fiscal
1999, an increase of $13,417, or 18.3%. This increase was a result of net
operating revenues increasing more than television operating expenses as
discussed above. The Company believes that operating cash flow, defined as
operating income plus depreciation and amortization, is important in measuring
the Company's financial results and its ability to pay principal and interest on
its debt because of the Company's level of non-cash expenses attributable to
depreciation and amortization of intangible assets. Operating cash flow does not
purport to represent cash flows from operating activities determined in
accordance with generally accepted accounting principles as reflected in the
Company's Consolidated Financial Statements, is not a measure of financial
performance under generally accepted accounting principles, should not be
considered in isolation or as a substitute for net income or cash flows from
operating activities and may not be comparable to similar measures reported by
other companies.
Nonoperating Expenses, Net
Interest expense increased by $58 from $42,154 in Fiscal 1999 to $42,212 in
Fiscal 2000. The average balance of debt outstanding, including capital lease
obligations, was $447,078 and $445,403 for Fiscal 1999 and 2000, respectively,
and the weighted average interest rate on debt was 9.35% and 9.39% for the years
ended September 30, 1999 and 2000, respectively.
Income Taxes
The provision for income taxes in Fiscal 2000 of $13,250 increased by $6,533, or
97.3%, when compared to the provision for income taxes of $6,717 in Fiscal 1999.
The increase was directly related to the $15,089, or 98.3%, increase in income
before income taxes.
Net Income
Net income for Fiscal 2000 of $17,184 increased $8,556, or 99.2%, when compared
to net income of $8,628 in Fiscal 1999. The increase in net income was
attributable to the improved operating results for Fiscal 2000 as discussed
above.
-29-
Liquidity and Capital Resources
Cash Provided by Operations
The Company's principal source of working capital is cash flow from operations
and borrowings under its revolving credit facility. As reported in the
Consolidated Statements of Cash Flows, the Company's net cash provided by
operating activities was $33,579 and $27,530 for Fiscal 2000 and 2001,
respectively. The $6,049 decrease in cash flows from operating activities was
primarily due to the $6,540 decrease in net income as well as changes in program
rights payable and accounts receivable. The Company made cash payments for
programming of approximately $24,000 during Fiscal 2001 as compared to
approximately $20,500 during Fiscal 2000. This resulted in a decrease in program
rights payable of $1,120 during Fiscal 2001 as compared to an increase in
program rights payable of $2,432 during Fiscal 2000. These changes in net income
and program rights payable were partially offset by a decrease in accounts
receivable of $2,402 during Fiscal 2001 as compared to an increase in Fiscal
2000 of $3,183. Accounts receivable increased during Fiscal 2000 due to the
related revenue increase, while accounts receivable decreased during Fiscal 2001
due to the related revenue decrease.
Distributions to Related Parties
The Company periodically makes advances in the form of distributions to
Perpetual. For Fiscal 1999, 2000 and 2001, the Company made cash advances net of
repayments to Perpetual of $16,199, $25,733 and $23,580, respectively. The
advances to Perpetual are non-interest bearing and, as such, do not reflect
market rates of interest-bearing loans to unaffiliated third parties. In
addition, during Fiscal 1999, 2000 and 2001, the Company was charged by
Perpetual and made payments to Perpetual for federal and state income taxes
totaling $4,328, $8,808 and $4,500, respectively.
At present, the primary sources of repayment of net advances is through the
ability of the Company to pay dividends or make other distributions, and there
is no immediate intent for the amounts to be repaid. Accordingly, these advances
have been treated as a reduction of stockholder's investment and are described
as "distributions" in the Company's Consolidated Financial Statements.
During Fiscal 1991, the Company made a $20,000 11.06% loan to Allnewsco. This
amount has been reflected in the Company's Consolidated Financial Statements on
a consistent basis with other distributions to owners. The loan had stated
repayment terms consisting of annual principal installments of approximately
$2,220 commencing January 1997 through January 2005 and payments of interest
semi-annually. During Fiscal 1997 and 1998, the Company deferred the first two
annual principal installment payments pending renegotiation of the repayment
terms. Effective July 1, 1998, the note was amended to extend the maturity date
to January 2008 and defer all principal installments until maturity, with the
principal balance also due upon demand. In exchange for the amendment, Allnewsco
paid to the Company the amount of $650. Interest payments on the loan
approximate $2,200 annually and have been made in accordance with the terms of
the note. The Company expects it will continue to receive such payments on a
current basis. To date, interest
-30-
payments from Allnewsco have been funded by advances from Perpetual to
Allnewsco. The Company anticipates that at least a portion of such payments will
be funded in a similar manner for the foreseeable future. However, there can be
no assurance that Allnewsco will have the ability to make such interest payments
in the future.
Under the terms of the Company's borrowing agreements, future advances,
distributions and dividends to related parties are subject to certain
restrictions. The Company anticipates that, subject to such restrictions, ACC
will make distributions and loans to related parties in the future. Subsequent
to September 30, 2001 and through November 14, 2001, the Company received net
repayments of distributions to owners of $611.
Indebtedness
The Company's total debt, including the current portion of long-term debt,
decreased from $427,729 at September 30, 2000 to $426,860 at September 30, 2001.
This debt, net of applicable discounts, consists of $274,283 of the 9.75% Senior
Subordinated Debentures due November 30, 2007; $150,000 of the 8.875% Senior
Subordinated Notes due February 1, 2008; and $2,577 of capital lease
obligations. The decrease of $869 in total debt from September 30, 2000 to
September 30, 2001 was primarily due to a net decrease in capital lease
obligations.
Effective March 27, 2001, the Company entered into an amended and restated
revolving credit facility in the amount of $50,000. The amended and restated
revolving credit facility is secured by the pledge of stock of the Company and
its subsidiaries and matures March 27, 2006. Interest is payable quarterly at
various rates from prime plus .25% or LIBOR plus 1.5% depending on certain
financial operating tests. As of September 30, 2001, there were no amounts
outstanding under the amended and restated revolving credit facility.
Under the existing borrowing agreements, the Company is subject to restrictive
covenants which place limitations upon payments of cash dividends, issuance of
capital stock, investment transactions, incurrence of additional obligations and
transactions with affiliates. In addition, under the revolving credit facility,
the Company must maintain compliance with certain financial covenants.
Compliance with the financial covenants is measured at the end of each quarter,
and as of September 30, 2001, the Company was in compliance with those financial
covenants. The revolving credit facility was amended on December 19, 2001 to
adjust certain of the financial covenants for the next fiscal year. Management
believes that the amendment allows the Company sufficient operational
flexibility to remain in compliance with the financial covenants. The Company is
also required to pay a commitment fee ranging from .5% to .75% per annum based
on the amount of any unused portion of the revolving credit facility.
Other Uses of Cash
During Fiscal 1999, 2000 and 2001, the Company made $11,377, $5,048 and $6,461,
respectively, of capital expenditures, of which $1,528 and $750 were financed
through capital lease transactions during Fiscal 1999 and 2001, respectively.
The increased level of capital expenditures during Fiscal
-31-
1999 related primarily to completion of the project enabling WJLA to
simultaneously broadcast its programming over its second channel authorized to
transmit a digital television signal as well as an expansion to the Company's
Tulsa office and studio facility. The Company anticipates that capital
expenditures will significantly increase during Fiscal 2002 due to the
relocation and technical upgrade of WJLA's studio and office facilities. At this
time, the Company estimates that capital expenditures for Fiscal 2002 will
approximate $22,000 and will primarily be for the buildout of studio and office
space and acquisition of technical equipment for WJLA, the implementation of DTV
service at the Company's Little Rock station and the acquisition of technical
equipment and vehicles to support ongoing operations across the Company's
stations. Management expects that the source of funds for these anticipated
capital expenditures will be cash provided by operations and capital lease
transactions. The Company has an annually renewable lease credit facility,
presently in the amount of $5,000, for the purpose of financing capital
expenditures. Interest rates under the lease credit facility are based upon the
lessor's cost of funds and are fixed over the five-year term of each respective
lease. This facility expires on June 30, 2002 and is renewable annually on
mutually satisfactory terms. The Company currently intends to renew and increase
the amount of this facility. At September 30, 2001, $750 was outstanding under
this lease credit facility, and $1,827 was outstanding under a previous lease
credit facility.
The Company regularly enters into program contracts for the right to broadcast
television programs produced by others and program commitments for the right to
broadcast programs in the future. Such programming commitments are generally
made to replace expiring or canceled program rights. During Fiscal 1999, 2000
and 2001, the Company made cash payments of approximately $17,200, $20,500 and
$24,000, respectively, for rights to television programs. Cash payments for
programming increased $3,300 during Fiscal 2000 as compared to Fiscal 1999
primarily due to an increase in programming costs. Cash payments for programming
increased $3,500 during Fiscal 2001 as compared to Fiscal 2000 primarily due to
the timing of cash payments. As of September 30, 2001, the Company had
commitments to acquire further program rights through September 30, 2006
totaling $47,815 and anticipates cash payments for program rights will
approximate $22,000 per year for the foreseeable future. The Company currently
intends to fund these commitments with cash provided by operations.
The Company completed its acquisition of WJSU on March 22, 2000 (See "Owned
and/or Programmed Stations - WBMA/WCFT/WJSU: Birmingham (Anniston and
Tuscaloosa), Alabama"). The Company funded the purchase price of $3,372 with
cash provided by operations.
Based upon the Company's current level of operations, management believes that
available cash, together with available borrowings under the revolving credit
facility and lease credit facility, will be adequate to meet the Company's
anticipated future requirements for working capital, capital expenditures and
scheduled payments of interest on its debt for the next twelve months.
ACC's cash flow from operations and consequent ability to service its debt is,
in part, dependent upon the earnings of its subsidiaries and the distribution
(through dividends or otherwise) of those earnings to ACC, or upon loans,
advances or other payments of funds by those subsidiaries to ACC. As of
September 30, 2001, 75% of the assets of ACC were held by operating subsidiaries
and for
-32-
Fiscal 2001, approximately 50% of ACC's net operating revenues were derived from
the operations of ACC's subsidiaries.
Income Taxes
The operations of the Company are included in a consolidated federal income tax
return filed by Perpetual. In accordance with the terms of a tax sharing
agreement between the Company and Perpetual, the Company is required to pay to
Perpetual its federal income tax liability, computed based upon statutory
federal income tax rates applied to the Company's consolidated taxable income.
The Company files separate state income tax returns with the exception of
Virginia which is included in a combined state income tax return filed by
Perpetual. In accordance with the terms of the tax sharing agreement, the
Company is required to pay to Perpetual its combined Virginia income tax
liability, computed based upon statutory Virginia income tax rates applied to
the Company's combined Virginia net taxable income. Taxes payable to Perpetual
are not reduced by losses generated in prior years by the Company. In addition,
the amounts payable by the Company to Perpetual under the tax sharing agreement
are not reduced if losses of other members of the Perpetual group are utilized
to offset taxable income of the Company for purposes of the Perpetual
consolidated federal or Virginia state income tax returns.
The provision for income taxes is determined in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes,"
which requires that the consolidated amount of current and deferred income tax
expense for a group that files a consolidated income tax return be allocated
among members of the group when those members issue separate financial
statements. Perpetual allocates a portion of its consolidated current and
deferred income tax expense to the Company as if the Company and its
subsidiaries were separate taxpayers. The Company records deferred tax assets,
to the extent it is considered more likely than not that such assets will be
realized in future periods, and deferred tax liabilities for the tax effects of
the differences between the bases of its assets and liabilities for tax and
financial reporting purposes. To the extent a deferred tax asset would be
recorded due to the incurrence of losses for federal or Virginia state income
tax purposes, any such benefit recognized is effectively distributed to
Perpetual as such benefit will not be recognized in future years pursuant to the
tax sharing agreement.
Inflation
The impact of inflation on the Company's consolidated financial condition and
consolidated results of operations for each of the periods presented was not
material.
-33-
New Accounting Standards
SFAS No. 141, "Business Combinations," was issued in July 2001 and is effective
for all business combinations with acquisition dates after June 30, 2001. The
pronouncement eliminates the pooling-of-interest method of accounting for
business combinations and addresses the accounting for intangible assets
acquired as part of a business combination. Adoption of SFAS No. 141 has had no
impact on the Company's financial position or results of operations as the
Company has not entered into any business combinations since June 30, 2001.
SFAS No. 142, "Goodwill and Other Intangible Assets," was issued in June 2001.
SFAS No. 142 addresses the financial accounting and reporting for acquired
goodwill and other intangible assets. Under the new rules, goodwill and
intangible assets deemed to have indefinite lives will no longer be amortized
but will be subject to annual impairment tests. Other intangible assets will
continue to be amortized over their useful lives. SFAS No. 142 becomes effective
for the Company's fiscal year ending September 30, 2003. The Company estimates
that the application of the non-amortization provisions of SFAS No. 142 will
decrease amortization expense by approximately $4,000 per year. Upon adoption,
the Company will perform the first of the required impairment tests on its
indefinite lived intangible assets. The Company has not yet determined what the
effect, if any, of these tests will be on the Company's financial position or
results of operations.
SFAS No. 143, "Accounting for Asset Retirement Obligations," was issued in June
2001 to address diversity in practice for recognizing obligations associated
with the retirement of tangible long-lived assets. SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets," was issued in August 2001 to
establish a single accounting model for long-lived assets to be disposed of by
sale and to address issues surrounding the impairment of long-lived assets.
These standards are effective for the Company's fiscal year ending September 30,
2003 and will not have a material impact on the Company's financial position or
results of operations.
-34-
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
At September 30, 2001, the Company had other financial instruments consisting
primarily of long-term fixed interest rate debt. Such debt, with future
principal payments of $425,000, matures during the year ending September 30,
2008. At September 30, 2001, the carrying value of such debt was $424,283, the
fair value was $425,000 and the weighted average interest rate was 9.4%. The
fair market value of long-term fixed interest rate debt is subject to interest
rate risk. Generally, the fair market value of fixed interest rate debt will
increase as interest rates fall and decrease as interest rates rise. The Company
estimates the fair value of its long-term debt using either quoted market prices
or by discounting the required future cash flows under its debt using borrowing
rates currently available to the Company, as applicable. The Company actively
monitors the capital markets in analyzing its capital raising decisions.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA
See Index on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
-35-
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT
Executive officers and directors of ACC are as follows:
Name Age Title
---- --- -----
Joe L. Allbritton 76 Chairman of the Executive Committee and Director
Barbara B. Allbritton 64 Executive Vice President and Director
Robert L. Allbritton 32 Chairman, Chief Executive Officer and Director
Lawrence I. Hebert 55 Vice Chairman and Director
Frederick J. Ryan, Jr. 46 Vice Chairman, President, Chief Operating Officer
and Director
Jerald N. Fritz 50 Senior Vice President, Legal and Strategic Affairs,
General Counsel
Stephen P. Gibson 36 Senior Vice President and Chief Financial Officer
JOE L. ALLBRITTON is the founder of ACC and was Chairman of the Board of
Directors from its inception until 1998. In April 1998, Mr. Allbritton became
Chairman of the Executive Committee of the Board of Directors of ACC. In
addition to his position with ACC, Mr. Allbritton has served as Senior Chairman
of the Board of Riggs National Corporation ("Riggs") (owner of banking
operations in Washington, D.C., Maryland, Virginia, Florida and internationally)
since February 2001, and Chairman of the Board of Riggs from 1982 to 2001;
Chairman of the Board and Chief Executive Officer of Riggs Bank N.A. ("Riggs
Bank") from 1983 to 2001; Director of Riggs Bank Europe Ltd. from 1986 to 2001
and its Chairman of the Board from 1992 to 2001; Chairman of the Board and owner
since 1958 of Perpetual (indirect owner of ACC and majority owner through
Allnewsco of NewsChannel 8, a Virginia-based cable programming service);
Chairman of Allnewsco from its inception in 1990 to 2001; Chairman of the Board
and owner since 1988 of Westfield; Chairman of the Board of WSET since 1976; a
Manager of KATV, KTUL and WCIV since 1997; Chairman of the Board of Allfinco
from 1995 to 1997; Chairman of the Board of Harrisburg Television and TV Alabama
since 1996; Chairman of the Board of AGI and Allbritton Jacksonville, Inc.
("AJI") from 1996 to 2001; Chairman of the Board of Allbritton New Media, Inc.
("ANMI") from 1999 to 2001; and a Trustee and President of The Allbritton
Foundation since 1971. Mr. Allbritton is the husband of Barbara B. Allbritton
and the father of Robert L. Allbritton. See "Certain Relationships and Related
Transactions".
BARBARA B. ALLBRITTON has been a Director of ACC since its inception, an
Executive Vice President since 2001 and a Vice President from 1980 to 2001. In
addition to her position with ACC, Mrs. Allbritton has been a Director of Riggs
Bank since 1991; a Director of Riggs from 1991 to 1999; a Director of WSET since
1976 and a Vice President of WSET from 1976 to 2001; a Vice President of
Perpetual since 1978 and a Director of Perpetual since 1992; a Director of
Allnewsco since 1990; a Trustee and Vice President of The Allbritton Foundation
since 1971; a Director of Allfinco from 1995 to 1997; a Director of Harrisburg
Television and TV Alabama since 1996; a
-36-
Manager of KATV, KTUL and WCIV since 1997; a Director of ANMI since 1999; and a
Director of AGI and AJI since 1996. Mrs. Allbritton is the wife of Joe L.
Allbritton and the mother of Robert L. Allbritton. See "Certain Relationships
and Related Transactions".
ROBERT L. ALLBRITTON has been Chairman of the Board of Directors and Chief
Executive Officer of ACC since February 2001 and a Director of ACC since 1993.
He also serves as a member of the Executive Committee of the Board of Directors
of ACC. He served as Executive Vice President and Chief Operating Officer of ACC
from 1994 to 1998 and as President of ACC from 1998 to 2001. In addition to his
positions with ACC, Mr. Allbritton has been the Chairman of the Board of
Directors and Chief Executive Officer of Riggs since February 2001 and a
Director of Riggs since 1994; Chairman of the Board of Directors of Riggs Bank
since February 2001 and a Director of Riggs Bank from 1994 to 1997 and since
February 2001; a Director of Riggs Bank Europe Ltd. since 1994; President and a
Director of ANMI since 1999 and Chairman of the Board of ANMI since 2001;
President and a Manager of Irides, LLC ("Irides") since 1999; a Director of
Allnewsco since 1992 and Chairman of the Board of Allnewsco since 2001; and a
Trustee and Vice President of The Allbritton Foundation since 1992. He has been
a Director of Perpetual since 1993 and Vice Chairman of the Board and Executive
Vice President of Perpetual since 2001; Vice President of Westfield since 2001;
Director of Allfinco from 1995 to 1997 and President of Allfinco since 1995;
Director of Harrisburg Television since 1995, its President from 1995 to 1999
and a Vice President of Harrisburg Television since 1999; Director of TV Alabama
since 1996, Vice President from 1996 to 1999 and President since 1999; Vice
President and a Director of AGI from 1996 to 2001 and Chairman of the Board
since 2001; Vice President of AJI from 1996 to 1999, President since 1999, a
Director of AJI since 1996 and Chairman of the Board since 2001; President of
WSET since 1999 and a Director since 2001; and President of KTUL from 1997 to
2001 and Vice President since 2001. He has been a Manager of KATV, KTUL and WCIV
since 1997, and he has been President of WCIV since 2001. He is the son of Joe
L. and Barbara B. Allbritton. See "Certain Relationships and Related
Transactions".
LAWRENCE I. HEBERT has been Vice Chairman of the Board of ACC since February
2001 and a Director of ACC since 1981. He also serves as a member of the
Executive Committee of the Board of Directors of ACC. He served as Vice Chairman
of the Board of ACC from 1983 to 1998, President from 1984 to 1998, and Chairman
of the Board and Chief Executive Officer from 1998 to 2001. He has been a
Director of Perpetual since 1980 and its President since 1981; President of
Westfield since 1988; President of Westfield News Publishing, Inc. since 1991
and a Director from 1991 to 2001; a Director of WSET since 1982; a Manager of
KATV, KTUL and WCIV since 1997; a Director of Allnewsco since 1989; President
and a Director of ATP since 1988; a Vice President and a Director of Allfinco
from 1995 to 1997 and Chairman of the Board since 1997; a Director of Harrisburg
Television and TV Alabama since 1995; President and a Director of AGI since
1996; a Director of AJI since 1996; and a Director and Vice President of ANMI
since 1999. In addition, Mr. Hebert has served as President and Chief Executive
Officer of Riggs Bank since February 2001; Vice Chairman of the Board of Riggs
from 1988 to 1993, and a Director of Riggs since 1988; a Director of Riggs Bank
Europe Ltd. since 1987; a Director of Riggs Bank from 1981 to 1988; a Director
of Allied Capital Corporation (venture capital fund) since 1989; and a Trustee
of The Allbritton Foundation since 1997.
-37-
FREDERICK J. RYAN, JR. has been President of ACC since February 2001, Chief
Operating Officer of ACC since 1998 and a Director and Vice Chairman of ACC
since 1995. He served as Senior Vice President of ACC from 1995 to 1998 and
Executive Vice President of ACC from 1998 to 2001. He is also Executive Vice
President of KATV, KTUL, WSET, WCIV, Harrisburg Television, TV Alabama, AJI and
Allnewsco as well as Vice President of ANMI. He previously served as Chief of
Staff to former President Ronald Reagan (1989-1995) and Assistant to the
President in the White House (1982-1989). Prior to his government service, Mr.
Ryan was an attorney with the Los Angeles firm of Hill, Farrer and Burrill. Mr.
Ryan presently serves as Chairman of the Ronald Reagan Presidential Library
Foundation, a Director of Ford's Theatre and Trustee of Ronald Reagan Institute
of Emergency Medicine at George Washington University. Mr. Ryan is a Director of
Riggs Bank and Chairman of its International Committee since April 2000; a
Director of Riggs Bank Europe Ltd. in London since 1996; and was a member of the
Board of Consultants for Riggs Bank (1996-2000).
JERALD N. FRITZ has been a Senior Vice President of ACC since February 2001, and
Vice President of ACC from 1987 to 2001, serving as its General Counsel and
overseeing strategic planning and governmental affairs. He also has served as a
Vice President of Westfield and ATP since 1989, a Vice President of Allnewsco
since 1990 and a Vice President of Allfinco since 1995. He has been a Vice
President of AGI since 1996 and a Vice President of ANMI and Irides since 1999.
From 1981 to 1987, Mr. Fritz held several positions with the FCC, including
Chief of Staff, Legal Counsel to the Chairman and Chief of the Common Carrier
Bureau's Tariff Division. Mr. Fritz practiced law with the Washington, D.C. firm
of Pierson, Ball & Dowd, specializing in communications law from 1978 to 1981
and from 1980 to 1983 was on the adjunct faculty of George Mason University Law
School teaching communications law and policy. Mr. Fritz began his legal career
with the FCC in 1976 and began his career in broadcasting in 1973 with WGN-TV,
Chicago. He currently serves as an elected director of the National Association
of Broadcasters ("NAB") and a member of the Governing Committee of the
Communications Forum of the American Bar Association. He serves on the Futures
and Copyright Committees of the NAB and the Legislative Committee of the ABC
Affiliates Association.
STEPHEN P. GIBSON has been a Senior Vice President of ACC since February 2001
and a Vice President since 1997. He has served as Chief Financial Officer since
1998 and Controller from 1997 when he joined the Company to 1998. He is also
Vice President of Perpetual, Westfield, AGI, KATV, KTUL, WSET, WCIV, Allfinco,
Harrisburg Television, TV Alabama, ATP, AJI, Allnewsco, ANMI and Irides. Prior
to joining ACC, Mr. Gibson served as Controller for COMSAT RSI Plexsys Wireless
Systems, a provider of wireless telecommunications equipment and services, from
1994 to 1997. From 1987 to 1994, Mr. Gibson held various positions with the
accounting firm of Price Waterhouse LLP, the latest as Audit Manager.
-38-
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth compensation paid to the Company's Chief
Executive Officer and the four most highly compensated Company executive
officers for Fiscal 2001, 2000 and 1999:
Summary Compensation Table
------------------------------
Name and Fiscal Other Annual All Other
Principal Position Year Salary Bonus Compensation Compensation
------------------ ---- ------ ----- ------------ ------------
Joe L. Allbritton 2001 $550,000 $135,100
Chairman of the Executive 2000 550,000 121,700
Committee 1999 550,000 112,500
Robert L. Allbritton2001 250,000 $75,000
Chairman and Chief 2000 200,000 75,000
Executive Officer 1999 200,000 55,000
Lawrence I. Hebert2001 200,000 75,000
Vice Chairman 2000 200,000 75,000
1999 200,000 55,000
Frederick J. Ryan, Jr.2001 217,500 75,000 5,400
President and Chief 2000 200,000 75,000 4,700
Operating Officer 1999 200,000 55,000 5,900
Jerald N. Fritz2001 200,000 55,000 5,500
Senior Vice President, Legal 2000 180,000 50,000 4,600
and Strategic Affairs 1999 170,000 55,000 5,000
- ----------
In February 2001, Robert L. Allbritton was named Chairman and Chief
Executive Officer of ACC, succeeding Lawrence I. Hebert, and Frederick
J. Ryan, Jr. was named President of ACC, succeeding Robert L.
Allbritton.
Robert L. Allbritton, Chairman and Chief Executive Officer of ACC, and
Lawrence I. Hebert, Vice Chairman of ACC, are paid cash compensation by
Perpetual for services to Perpetual and other interests of Joe L.
Allbritton, including ACC. The portion of such compensation related to
ACC is allocated to ACC and included as compensation above. In addition,
Mr. Robert L. Allbritton is paid management fees directly by ACC which
are also included as compensation above.
Represents the imputed premium cost related to certain split dollar life
insurance policies on the life of Mr. Joe L. Allbritton. The annual
premiums on such policies are paid by ACC. Upon the death of the
insured, ACC will receive the cash value of the policies up to the
amount of its investments, and the remaining proceeds will be paid to
the insured's beneficiary. The imputed premium cost is calculated on the
difference between the face value of the policy and the cash surrender
value.
Frederick J. Ryan, Jr. receives additional compensation from Perpetual
for services to Perpetual and other interests of Joe L. Allbritton,
including the Company. This additional compensation is not allocated
among these interests, and the Company does not reimburse Perpetual for
any portion of this additional compensation to Mr. Ryan. The portion of
the additional compensation paid by Perpetual to Mr. Ryan that may be
attributable to his services to the Company has not been quantified.
Such portion is not material to the consolidated financial condition or
results of operations of the Company.
These amounts reflect annual contributions by ACC to the Company's
401(k) Plan.
Jerald N. Fritz is paid compensation by ACC for services to the Company
and Perpetual. Perpetual has reimbursed ACC for $22,000, $31,000 and
$34,000 of the compensation shown in the table for Mr. Fritz in Fiscal
1999, 2000 and 2001, respectively.
-39-
The Company does not have a Compensation Committee of its Board of Directors.
Compensation of executive officers is determined by Joe L. Allbritton, Robert L.
Allbritton and Lawrence I. Hebert. Directors of the Company are not separately
compensated for membership on the Board of Directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The authorized capital stock of ACC consists of 20,000 shares of common stock,
par value $0.05 per share (the "ACC Common Stock"), all of which is outstanding,
and 1,000 shares of preferred stock, 200 shares of which have been designated
for issue as Series A Redeemable Preferred Stock, par value $1.00 per share (the
"Series A Preferred Stock"), no shares of which are issued and outstanding.
ACC Common Stock
Joe L. Allbritton controls Perpetual. Perpetual owns 100% of the outstanding
common stock of AGI, and AGI owns 100% of the outstanding ACC Common Stock.
There is no established public trading market for ACC Common Stock.
Each share of ACC Common Stock has an equal and ratable right to receive
dividends when and as declared by the Board of Directors of ACC out of assets
legally available therefor.
In the event of a liquidation, dissolution or winding up of ACC, holders of ACC
Common Stock are entitled to share ratably in assets available for distribution
after payments to creditors and to holders of any preferred stock of ACC that
may at the time be outstanding. The holders of ACC Common Stock have no
preemptive rights to subscribe to additional shares of capital stock of ACC.
Each share of ACC Common Stock is entitled to one vote in elections of directors
and all other matters submitted to a vote of ACC's stockholder.
-40-
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(Dollars in thousands)
Distributions to Related Parties
The Company periodically makes advances in the form of distributions to
Perpetual. For Fiscal 2001, the Company made cash advances to Perpetual of
$197,680 and Perpetual made repayments on these cash advances of $174,100.
Accordingly, the net change in distributions to related parties during Fiscal
2001 was an increase of $23,580. The advances to Perpetual are non-interest
bearing and, as such, do not reflect market rates of interest-bearing loans to
unaffiliated third parties. In addition, the Company was charged by Perpetual
and made payments to Perpetual for federal and state income taxes in the amount
of $4,500. As a result of making advances of tax payments in accordance with the
terms of the tax sharing agreement between the Company and Perpetual, the
Company earned interest income from Perpetual in the amount of $213. See "Income
Taxes".
At present, the primary source of repayment of net advances is through the
ability of the Company to pay dividends or make other distributions, and there
is no immediate intent for the amounts to be repaid. Accordingly, these advances
have been treated as a reduction of stockholder's investment and are described
as "distributions" in the Company's Consolidated Financial Statements.
During Fiscal 1991, the Company made a $20,000 11.06% loan to Allnewsco. This
amount has been reflected in the Company's Consolidated Financial Statements on
a consistent basis with other distributions to owners. The loan had stated
repayment terms consisting of annual principal installments of approximately
$2,220 commencing January 1997 through January 2005 and payments of interest
semi-annually. During Fiscal 1997 and 1998, the Company deferred the first two
annual principal installment payments pending renegotiation of the repayment
terms. Effective July 1, 1998, the note was amended to extend the maturity date
to January 2008 and defer all principal installments until maturity, with the
principal balance also due upon demand. In exchange for the amendment, Allnewsco
paid to the Company the amount of $650. Interest payments on the loan
approximate $2,200 annually and have been made in accordance with the terms of
the note. The Company expects it will continue to receive such payments on a
current basis. To date, interest payments from Allnewsco have been funded by
advances from Perpetual to Allnewsco. The Company anticipates that at least a
portion of such payments will be funded in a similar manner for the foreseeable
future. However, there can be no assurance that Allnewsco will have the ability
to make such interest payments in the future.
Under the terms of the Company's borrowing agreements, future advances,
distributions and dividends to related parties are subject to certain
restrictions. The Company anticipates that, subject to such restrictions, ACC
will make distributions and loans to related parties in the future. Subsequent
to September 30, 2001 and through November 14, 2001, the Company received net
repayments of distributions to owners of $611.
-41-
Management Fees
Management fees of $500 were paid to Perpetual by the Company for Fiscal 2001.
The Company also paid executive compensation in the form of management fees to
Joe L. Allbritton and Robert L. Allbritton for Fiscal 2001 in the amount of $550
and $200, respectively. The Company expects to pay management fees to Perpetual,
Mr. Joe L. Allbritton and Mr. Robert L. Allbritton during Fiscal 2002 of
approximately $650, $550 and $200, respectively. The Company believes that
payments to Perpetual, Mr. Joe L. Allbritton and Mr. Robert L. Allbritton will
continue in the future and that the amount of the management fees is at least as
favorable to the Company as those prevailing for comparable transactions with or
involving unaffiliated parties.
Income Taxes
The operations of the Company are included in a consolidated federal income tax
return filed by Perpetual. In accordance with the terms of a tax sharing
agreement between the Company and Perpetual, the Company is required to pay to
Perpetual its federal income tax liability, computed based upon statutory
federal income tax rates applied to the Company's consolidated taxable income.
The Company files separate state income tax returns with the exception of
Virginia which is included in a combined state income tax return filed by
Perpetual. In accordance with the terms of the tax sharing agreement, the
Company is required to pay to Perpetual its combined Virginia income tax
liability, computed based upon statutory Virginia income tax rates applied to
the Company's combined Virginia net taxable income. Taxes payable to Perpetual
are not reduced by losses generated in prior years by the Company. In addition,
the amounts payable by the Company to Perpetual under the tax sharing agreement
are not reduced if losses of other members of the Perpetual group are utilized
to offset taxable income of the Company for purposes of the Perpetual
consolidated federal or Virginia state income tax returns.
The provision for income taxes is determined in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes,"
which requires that the consolidated amount of current and deferred income tax
expense for a group that files a consolidated income tax return be allocated
among members of the group when those members issue separate financial
statements. Perpetual allocates a portion of its consolidated current and
deferred income tax expense to the Company as if the Company and its
subsidiaries were separate taxpayers. The Company records deferred tax assets,
to the extent it is considered more likely than not that such assets will be
realized in future periods, and deferred tax liabilities for the tax effects of
the differences between the bases of its assets and liabilities for tax and
financial reporting purposes. To the extent a deferred tax asset would be
recorded due to the incurrence of losses for federal or Virginia state income
tax purposes, any such benefit recognized is effectively distributed to
Perpetual as such benefit will not be recognized in future years pursuant to the
tax sharing agreement.
-42-
Office Space
ACC leases corporate headquarters space from Riggs Bank which owns office
buildings in Washington, D.C. Riggs Bank is a wholly-owned subsidiary of Riggs.
According to the most recently filed Schedule 13D amendment, approximately 41.3%
of the common stock of Riggs is deemed to be beneficially owned by Riggs' Senior
Chairman, Joe L. Allbritton, and 7.2% of the common stock is deemed to be
beneficially owned by Riggs' director, Barbara B. Allbritton, including in each
case 7.1% of the common stock of which Mr. and Mrs. Allbritton share beneficial
ownership. During Fiscal 2001, ACC paid Riggs Bank $297 for the office space.
ACC expects to pay approximately $325 for such space during Fiscal 2002.
Management believes the same terms and conditions would have prevailed had they
been negotiated with a nonaffiliated company.
Local Advertising Revenues
Although WJLA did not receive any local advertising revenues from Riggs Bank
during Fiscal 2001, it is anticipated that Riggs Bank may advertise on WJLA in
the future. The amount of total advertising it may purchase for Fiscal 2002 is
unknown. Management believes that the terms of the transactions would be
substantially the same or at least as favorable to ACC as those prevailing for
comparable transactions with or involving nonaffiliated companies.
Company Aircraft
On several occasions during Fiscal 2001, Riggs utilized the Company's aircraft
and was charged $20 for such usage. It is unknown whether Riggs will utilize the
aircraft during Fiscal 2002. The rates charged for use of the aircraft represent
the maximum rates allowed by the Federal Aviation Administration for non-charter
companies. Such rates are not comparable to rates charged by charter companies.
Internet Services
The Company has entered into various agreements with Irides, LLC ("Irides") to
provide certain of the Company's stations with web site design, hosting and
maintenance services. Irides is a wholly-owned subsidiary of Allbritton New
Media, Inc. ("ANMI") which in turn is an 80%-owned subsidiary of Perpetual. The
remaining 20% of ANMI is owned by Mr. Robert L. Allbritton who has options to
acquire up to a total of 80% ownership of ANMI. The Company incurred fees of $68
to Irides during Fiscal 2001, and the Company expects to pay fees to Irides
during Fiscal 2002 for services performed of approximately $70. Management
believes that the terms and conditions of the agreements would be substantially
the same or at least as favorable to the Company as those prevailing for
comparable transactions with or involving nonaffiliated companies.
-43-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Consolidated Financial Statements
See Index on p. F-1 hereof.
(2) Financial Statement Schedule II - Valuation and Qualifying Accounts and
Reserves
See Index on p. F-1 hereof.
(3) Exhibits
See Index on p. A-1 hereof.
(b) No reports on Form 8-K were filed during the fourth quarter of Fiscal 2001.
-44-
ALLBRITTON COMMUNICATIONS COMPANY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Report of Independent Accountants.......................................... F-2
Consolidated Balance Sheets as of September 30, 2000 and 2001.............. F-3
Consolidated Statements of Operations and Retained Earnings
for Each of the Years Ended September 30, 1999, 2000 and 2001........... F-4
Consolidated Statements of Cash Flows for Each of the Years Ended
September 30, 1999, 2000 and 2001....................................... F-5
Notes to Consolidated Financial Statements................................. F-6
Financial Statement Schedule for the Years Ended
September 30, 1999, 2000 and 2001
II- Valuation and Qualifying Accounts and Reserves...................... F-19
All other schedules are omitted because they are not applicable or the
required information is shown in the consolidated financial statements or the
notes thereto.
F-1
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors and Stockholder
Allbritton Communications Company
In our opinion, the consolidated financial statements listed in the index on
page F-1 present fairly, in all material respects, the financial position of
Allbritton Communications Company (an indirectly wholly-owned subsidiary of
Perpetual Corporation) and its subsidiaries at September 30, 2000 and 2001, and
the results of their operations and their cash flows for each of the three years
in the period ended September 30, 2001, in conformity with accounting principles
generally accepted in the United States of America. In addition, in our opinion,
the financial statement schedule listed in the index on page F-1 presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial
statements and financial statement schedule are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Washington, D.C.
November 14, 2001
F-2
ALLBRITTON COMMUNICATIONS COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except share information)
September 30,
-------------
2000 2001
---- ----
ASSETS
Current assets
Cash and cash equivalents ......................................... $ 11,913 $ 7,640
Accounts receivable, less allowance for doubtful
accounts of $1,181 and $1,034 .................................. 37,802 34,743
Program rights .................................................... 19,945 20,145
Deferred income taxes ............................................. 967 727
Interest receivable from related party ............................ 492 492
Other ............................................................. 2,535 2,333
--------- ---------
Total current assets ........................................... 73,654 66,080
Property, plant and equipment, net .................................... 42,185 38,622
Intangible assets, net ................................................ 136,718 132,408
Deferred financing costs and other .................................... 8,412 8,304
Cash surrender value of life insurance ................................ 8,038 9,198
Program rights ........................................................ 927 1,335
--------- ---------
$ 269,934 $ 255,947
========= =========
LIABILITIES AND STOCKHOLDER'S INVESTMENT
Current liabilities
Current portion of long-term debt ................................. $ 1,759 $ 1,479
Accounts payable .................................................. 3,105 2,300
Accrued interest payable .......................................... 11,156 11,161
Program rights payable ............................................ 25,257 23,667
Accrued employee benefit expenses ................................. 4,798 4,213
Other accrued expenses ............................................ 4,503 5,003
--------- ---------
Total current liabilities ...................................... 50,578 47,823
Long-term debt ........................................................ 425,970 425,381
Program rights payable ................................................ 1,568 2,038
Deferred rent and other ............................................... 2,341 1,761
Accrued employee benefit expenses ..................................... 1,644 1,815
Deferred income taxes ................................................. 7,729 9,961
--------- ---------
Total liabilities .............................................. 489,830 488,779
--------- ---------
Commitments and contingent liabilities (Note 9)
Stockholder's investment
Preferred stock, $1 par value, 800 shares authorized, none issued.. -- --
Common stock, $.05 par value, 20,000 shares authorized, issued
and outstanding ................................................ 1 1
Capital in excess of par value .................................... 6,955 6,955
Retained earnings ................................................. 71,238 81,882
Distributions to owners, net (Note 7) ............................. (298,090) (321,670)
--------- ---------
Total stockholder's investment ................................. (219,896) (232,832)
--------- ---------
$ 269,934 $ 255,947
========= =========
See accompanying notes to consolidated financial statements.
F-3
ALLBRITTON COMMUNICATIONS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(Dollars in thousands)
Year Ended September 30,
------------------------
1999 2000 2001
---- ---- ----
Operating revenues, net ................... $ 187,288 $ 205,307 $ 190,618
--------- --------- ---------
Television operating expenses, excluding
depreciation and amortization .......... 109,549 113,617 112,865
Depreciation and amortization ............. 17,471 15,660 14,271
Corporate expenses ........................ 4,339 4,873 5,641
--------- --------- ---------
131,359 134,150 132,777
--------- --------- ---------
Operating income .......................... 55,929 71,157 57,841
Nonoperating income (expense)
Interest income
Related party ....................... 2,480 2,562 2,477
Other ............................... 280 331 321
Interest expense ....................... (42,154) (42,212) (41,682)
Other, net ............................. (1,190) (1,404) (1,051)
--------- --------- ---------
Income before income taxes ................ 15,345 30,434 17,906
Provision for income taxes ................ 6,717 13,250 7,262
--------- --------- ---------
Net income ................................ 8,628 17,184 10,644
Retained earnings, beginning of year ...... 45,426 54,054 71,238
--------- --------- ---------
Retained earnings, end of year ............ $ 54,054 $ 71,238 $ 81,882
========= ========= =========
See accompanying notes to consolidated financial statements.
F-4
ALLBRITTON COMMUNICATIONS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Year Ended September 30,
------------------------
1999 2000 2001
---- ---- ----
Cash flows from operating activities:
Net income ......................................... $ 8,628 $ 17,184 $ 10,644
--------- --------- ---------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization .................... 17,471 15,660 14,271
Other noncash charges ............................ 1,257 1,424 1,306
Provision for doubtful accounts .................. 519 474 657
(Gain) loss on disposal of assets ................ (3) 23 36
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable .......................... (2,044) (3,183) 2,402
Program rights ............................... (206) (1,630) (608)
Other current assets ......................... (431) (269) 202
Other noncurrent assets ...................... (1,313) (914) (1,438)
Deferred income taxes ........................ 444 295 240
Increase (decrease) in liabilities:
Accounts payable ............................. 1,051 (594) (805)
Program rights payable ....................... 2,422 2,432 (1,120)
Accrued employee benefit expenses ............ (255) (140) (414)
Other accrued expenses ....................... (687) 933 505
Deferred rent and other liabilities .......... (388) (707) (580)
Deferred income taxes ........................ 1,837 2,591 2,232
--------- --------- ---------
Total adjustments ......................... 19,674 16,395 16,886
--------- --------- ---------
Net cash provided by operating activities . 28,302 33,579 27,530
--------- --------- ---------
Cash flows from investing activities:
Capital expenditures ............................. (9,849) (5,048) (5,711)
Exercise of option to acquire assets of WJSU ..... -- (3,372) --
Proceeds from disposal of assets ................. 40 66 27
--------- --------- ---------
Net cash used in investing activities ..... (9,809) (8,354) (5,684)
--------- --------- ---------
Cash flows from financing activities:
Deferred financing costs ......................... -- -- (804)
Principal payments on long-term debt and
capital leases ................................. (1,706) (2,016) (1,735)
Distributions to owners, net of certain charges .. (282,090) (275,024) (197,680)
Repayments of distributions to owners ............ 265,891 249,291 174,100
--------- --------- ---------
Net cash used in financing activities ..... (17,905) (27,749) (26,119)
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents 588 (2,524) (4,273)
Cash and cash equivalents, beginning of year .......... 13,849 14,437 11,913
--------- --------- ---------
Cash and cash equivalents, end of year ................ $ 14,437 $ 11,913 $ 7,640
========= ========= =========
Supplemental disclosure of cash flow information:
Cash paid for interest ......................... $ 41,926 $ 41,981 $ 41,484
========= ========= =========
Cash paid for state income taxes ............... $ 48 $ 529 $ 911
========= ========= =========
Non-cash investing and financing activities:
Equipment acquired under capital leases ........ $ 1,528 $ -- $ 750
========= ========= =========
See accompanying notes to consolidated financial statements.
F-5
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
NOTE 1 - THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES
Allbritton Communications Company (the Company) is an indirectly wholly-owned
subsidiary of Perpetual Corporation (Perpetual), a Delaware corporation, which
is controlled by Mr. Joe L. Allbritton. The Company owns ABC network-affiliated
television stations serving seven diverse geographic markets:
Station Market
------- ------
WJLA Washington, D.C.
WBMA/WCFT/WJSU Birmingham (Anniston and Tuscaloosa), Alabama
WHTM Harrisburg-Lancaster-York-Lebanon, Pennsylvania
KATV Little Rock, Arkansas
KTUL Tulsa, Oklahoma
WSET Roanoke-Lynchburg, Virginia
WCIV Charleston, South Carolina
Based upon regular assessments of its operations, the Company has determined
that the economic characteristics, services, production processes, customer type
and distribution methods for the Company's operations are substantially similar
and have therefore been aggregated as one reportable segment.
Consolidation-The consolidated financial statements include the accounts of the
Company and its wholly and majority-owned subsidiaries after elimination of all
significant intercompany accounts and transactions.
Use of estimates and assumptions-The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates and assumptions.
Revenue recognition-Revenues are generated principally from sales of commercial
advertising and are recorded as the advertisements are broadcast net of agency
and national representative commissions and music license fees. For certain
program contracts which provide for the exchange of advertising time in lieu of
cash payments for the rights to such programming, revenue is recorded as
advertisements are broadcast at the estimated fair value of the advertising time
given in exchange for the program rights.
F-6
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
Cash and cash equivalents-The Company considers all highly liquid investments
purchased with original maturities of three months or less to be cash
equivalents.
Program rights-The Company has entered into contracts for the rights to
television programming. Payments related to such contracts are generally made in
installments over the contract period. Program rights which are currently
available and the liability for future payments under such contracts are
reflected in the consolidated balance sheets. Program rights are amortized
primarily using the straight-line method over the twelve month rental period.
Certain program rights with lives greater than one year are amortized using
accelerated methods. Program rights expected to be amortized in the succeeding
year and amounts payable within one year are classified as current assets and
liabilities, respectively. The program rights are reflected in the consolidated
balance sheets at the lower of unamortized cost or estimated net realizable
value based on management's expectation of the net future cash flows to be
generated by the programming.
Property, plant and equipment-Property, plant and equipment are recorded at cost
and depreciated over the estimated useful lives of the assets. Maintenance and
repair expenditures are charged to expense as incurred and expenditures for
modifications and improvements which increase the expected useful lives of the
assets are capitalized. Depreciation expense is computed using the straight-line
method for buildings and straight-line and accelerated methods for furniture,
machinery and equipment. Leasehold improvements are amortized using the
straight-line method over the lesser of the term of the related lease or the
estimated useful lives of the assets. The useful lives of property, plant and
equipment for purposes of computing depreciation and amortization expense are:
Buildings...................................... 15-40 years
Leasehold improvements......................... 5-32 years
Furniture, machinery and equipment
and equipment under capital leases....... 3-20 years
Intangible assets-Intangible assets consist of values assigned to broadcast
licenses as well as favorable terms on contracts and leases. Additionally, prior
to the completion of the Company's acquisition of WJSU on March 22, 2000,
intangible assets included the option to acquire the assets of WJSU (the Option)
(see Note 2). The amounts assigned to intangible assets were based on the
results of independent valuations and are amortized on a straight-line basis
over their estimated useful lives. Broadcast licenses are amortized over 40
years, and the premiums for favorable terms on contracts and leases are
amortized over the terms of the related contracts and leases (19 to 25 years).
Prior to the completion of the Company's acquisition of WJSU, the Option was
amortized over the term of the Option and the associated local marketing
agreement (10 years). Since completion of the acquisition, the portion of the
purchase price assigned to the broadcast license of WJSU is being amortized over
its estimated useful life of 40 years. The Company assesses the
F-7
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
recoverability of intangible assets on an ongoing basis by evaluating whether
amounts can be recovered through undiscounted cash flows over the remaining
amortization period.
Deferred financing costs-Costs incurred in connection with the issuance of
long-term debt are deferred and amortized to other nonoperating expense on a
straight-line basis over the term of the underlying financing agreement. This
method does not differ significantly from the effective interest rate method.
Deferred rent-Rent concessions and scheduled rent increases in connection with
operating leases are recognized as adjustments to rental expense on a
straight-line basis over the associated lease term.
Concentration of credit risk-Financial instruments that potentially subject the
Company to concentrations of credit risk consist principally of certain cash and
cash equivalents and receivables from advertisers. The Company invests its
excess cash with high-credit quality financial institutions and at September 30,
2001 had an overnight repurchase agreement with a financial institution for
$5,923. Concentrations of credit risk with respect to receivables from
advertisers are limited as the Company's advertising base consists of large
national advertising agencies and high-credit quality local advertisers. As is
customary in the broadcasting industry, the Company does not require collateral
for its credit sales which are typically due within thirty days.
Income taxes-The operations of the Company are included in a consolidated
federal income tax return filed by Perpetual. In accordance with the terms of a
tax sharing agreement between the Company and Perpetual, the Company is required
to pay to Perpetual its federal income tax liability, computed based upon
statutory federal income tax rates applied to the Company's consolidated taxable
income. The Company files separate state income tax returns with the exception
of Virginia which is included in a combined state income tax return filed by
Perpetual. In accordance with the terms of the tax sharing agreement, the
Company is required to pay to Perpetual its combined Virginia income tax
liability, computed based upon statutory Virginia income tax rates applied to
the Company's combined Virginia net taxable income. Taxes payable to Perpetual
are not reduced by losses generated in prior years by the Company. In addition,
the amounts payable by the Company to Perpetual under the tax sharing agreement
are not reduced if losses of other members of the Perpetual group are utilized
to offset taxable income of the Company for purposes of the Perpetual
consolidated federal or Virginia income tax returns.
The provision for income taxes is determined in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes,"
which requires that the consolidated amount of current and deferred income tax
expense for a group that files a consolidated income tax return be allocated
among members of the group when those members issue separate financial
statements. Perpetual allocates a portion of its consolidated current and
deferred income tax expense to the Company as if the Company and its
subsidiaries were separate
F-8
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
taxpayers. The Company records deferred tax assets, to the extent it is more
likely than not that such assets will be realized in future periods, and
deferred tax liabilities for the tax effects of the differences between the
bases of its assets and liabilities for tax and financial reporting purposes. To
the extent a deferred tax asset would be recorded due to the incurrence of net
losses for federal or Virginia state income tax purposes, any such benefit
recognized is effectively distributed to Perpetual as such benefit will not be
recognized in future years pursuant to the tax sharing agreement.
Fair value of financial instruments-The carrying amount of the Company's cash
and cash equivalents, accounts receivable, accounts payable, accrued expenses
and program rights payable approximate fair value due to the short maturity of
those instruments. The Company estimates the fair value of its long-term debt
using either quoted market prices or by discounting the required future cash
flows under its debt using borrowing rates currently available to the Company,
as applicable.
Earnings per share-Earnings per share data are not presented since the Company
has only one shareholder.
New pronouncements- SFAS No. 141, "Business Combinations," was issued in July
2001 and is effective for all business combinations with acquisition dates after
June 30, 2001. The pronouncement eliminates the pooling-of-interest method of
accounting for business combinations and addresses the accounting for intangible
assets acquired as part of a business combination. Adoption of SFAS No. 141 has
had no impact on the Company's financial position or results of operations as
the Company has not entered into any business combinations since June 30, 2001.
SFAS No. 142, "Goodwill and Other Intangible Assets," was issued in June 2001.
SFAS No. 142 addresses the financial accounting and reporting for acquired
goodwill and other intangible assets. Under the new rules, goodwill and
intangible assets deemed to have indefinite lives will no longer be amortized
but will be subject to annual impairment tests. Other intangible assets will
continue to be amortized over their useful lives. SFAS No. 142 becomes effective
for the Company's fiscal year ending September 30, 2003. The Company estimates
that the application of the non-amortization provisions of SFAS No. 142 will
decrease amortization expense by approximately $4,000 per year. Upon adoption,
the Company will perform the first of the required impairment tests on its
indefinite lived intangible assets. The Company has not yet determined what the
effect, if any, of these tests will be on the Company's financial position or
results of operations.
F-9
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
SFAS No. 143, "Accounting for Asset Retirement Obligations," was issued in June
2001 to address diversity in practice for recognizing obligations associated
with the retirement of tangible long-lived assets. SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets," was issued in August 2001 to
establish a single accounting model for long-lived assets to be disposed of by
sale and to address issues surrounding the impairment of long-lived assets.
These standards are effective for the Company's fiscal year ending September 30,
2003 and will not have a material impact on the Company's financial position or
results of operations.
NOTE 2 - LOCAL MARKETING AGREEMENT, ASSOCIATED OPTION AND ACQUISITION OF WJSU
On December 29, 1995, the Company, through an 80%-owned subsidiary, entered into
a ten-year local marketing agreement (LMA) with the owner of WJSU, a television
station operating in Anniston, Alabama. The LMA provided for the Company to
supply program services to WJSU and to retain all revenues from advertising
sales. In exchange, the Company paid all station operating expenses and certain
management fees to the station's owner. In connection with the LMA, the Company
entered into the Option to acquire the assets of WJSU at a cost of $15,348. The
Company exercised its option to acquire WJSU on September 14, 1999 and completed
the acquisition on March 22, 2000 for additional consideration of $3,372. The
total cost to acquire and exercise the Option was $18,720. The acquisition was
accounted for as a purchase and accordingly, the cost of the acquired entity was
assigned to the identifiable tangible and intangible assets acquired based on
their fair values at the date of purchase. The consolidated results of
operations of the Company include operating revenues and operating expenses of
WJSU from December 29, 1995 to March 21, 2000 pursuant to the terms of the LMA,
and since March 22, 2000 as an owned station.
F-10
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
NOTE 3 - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
September 30,
-------------
2000 2001
---- ----
Buildings and leasehold improvements.......... $ 26,572 $ 26,617
Furniture, machinery and equipment............ 109,100 112,115
Equipment under capital leases................ 9,317 10,067
--------- ---------
144,989 148,799
Less accumulated depreciation................. (106,334) (114,283)
--------- ---------
38,655 34,516
Land.......................................... 2,889 2,889
Construction-in-progress...................... 641 1,217
--------- ---------
$ 42,185 $ 38,622
========= =========
Depreciation and amortization expense was $11,801, $10,586 and $9,961 for the
years ended September 30, 1999, 2000 and 2001, respectively, which includes
amortization of equipment under capital leases.
NOTE 4 - INTANGIBLE ASSETS
Intangible assets consist of the following:
September 30,
-------------
2000 2001
---- ----
Broadcast licenses............................ $ 169,723 $ 169,723
Other intangibles............................. 6,174 6,174
--------- ---------
175,897 175,897
Less accumulated amortization................. (39,179) (43,489)
--------- ---------
$ 136,718 $ 132,408
========= =========
Amortization expense was $5,670, $5,074 and $4,310 for the years ended September
30, 1999, 2000 and 2001, respectively.
F-11
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
NOTE 5 - LONG-TERM DEBT
Outstanding debt consists of the following:
September 30,
-------------
2000 2001
---- ----
Senior Subordinated Debentures, due November 30, 2007
with interest payable semi-annually at 9.75%............... $ 275,000 $ 275,000
Senior Subordinated Notes, due February 1, 2008
with interest payable semi-annually at 8.875%.............. 150,000 150,000
Revolving Credit Agreement, maximum amount of $40,000,
cancelled March 28, 2001, secured by the outstanding
stock of the Company and its subsidiaries, interest
payable quarterly at various rates from prime or LIBOR
plus 1%, depending on certain financial operating tests.... -- --
Amended and Restated Revolving Credit Agreement,
maximum amount of $50,000, expiring March 27, 2006,
secured by the outstanding stock of the Company and
its subsidiaries, interest payable quarterly at
various rates from prime plus .25% or LIBOR plus 1.5%
depending on certain financial operating tests............. -- --
Master Lease Finance Agreement, expired March 1, 2000
for new acquisitions, secured by the assets acquired,
interest payable monthly at variable rates as
determined on the acquisition date for each asset
purchased (7.34%-8.93% at September 30, 2001)
(See Note 9)............................................... 3,562 1,827
Master Equipment Lease Agreement, maximum amount of
$5,000, expiring June 30, 2002 and renewable annually,
secured by the assets acquired, interest payable
monthly at variable rates as determined on the
acquisition date for each asset purchased (6.45%
at September 30, 2001)(See Note 9)......................... -- 750
--------- ---------
428,562 427,577
Less unamortized discount .................................... (833) (717)
--------- ---------
427,729 426,860
Less current maturities....................................... (1,759) (1,479)
--------- ---------
$ 425,970 $ 425,381
========= =========
F-12
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
Unamortized deferred financing costs of $7,737 and $7,351 at September 30, 2000
and 2001, respectively, are included in deferred financing costs and other
noncurrent assets in the accompanying consolidated balance sheets. Amortization
of the deferred financing costs for the years ended September 30, 1999, 2000 and
2001 was $1,141, $1,140 and $1,190 respectively, which is included in other
nonoperating expenses.
Under the existing financing agreements, the Company is subject to restrictive
covenants which place limitations upon payments of cash dividends, issuance of
capital stock, investment transactions, incurrence of additional obligations and
transactions with affiliates. In addition, under the Revolving Credit Agreement,
the Company must maintain compliance with certain financial covenants. The
Company is also required to pay a commitment fee ranging from .5% to .75% per
annum based on the amount of any unused portion of the Revolving Credit
Agreement.
The Company estimates the fair value of its Senior Subordinated Debentures and
Senior Subordinated Notes to be approximately $408,000 and $425,000 at September
30, 2000 and 2001, respectively.
NOTE 6 - INCOME TAXES
The provision for income taxes consists of the following:
Years ended September 30,
-------------------------
1999 2000 2001
---- ---- ----
Current
Federal......................... $ 3,879 $ 8,498 $ 4,262
State........................... 557 1,866 528
------- -------- -------
4,436 10,364 4,790
------- -------- -------
Deferred
Federal......................... 1,577 2,234 2,017
State........................... 704 652 455
------- -------- -------
2,281 2,886 2,472
------- -------- -------
$ 6,717 $ 13,250 $ 7,262
======= ======== =======
F-13
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
The components of deferred income tax assets (liabilities) are as follows:
September 30,
-------------
2000 2001
---- ----
Deferred income tax assets:
State and local operating loss carryforwards... $ 2,458 $ 1,902
Accrued employee benefits...................... 1,040 1,035
Deferred rent.................................. 726 512
Allowance for accounts receivable.............. 465 407
Other.......................................... 198 156
-------- ---------
4,887 4,012
Less: valuation allowance...................... (2,404) (1,820)
-------- ---------
2,483 2,192
-------- ---------
Deferred income tax liabilities:
Depreciation and amortization ................. (9,245) (11,426)
-------- ---------
Net deferred income tax liabilities................ $ (6,762) $ (9,234)
======== =========
The Company has approximately $42,500 in state and local operating loss
carryforwards in certain jurisdictions available for future use for state and
local income tax purposes which expire in various years from 2004 through 2016.
The change in the valuation allowance for deferred tax assets of $225, $166 and
($584) during the years ended September 30, 1999, 2000 and 2001, respectively,
principally resulted from management's evaluation of the recoverability of the
loss carryforwards.
The following table reconciles the statutory federal income tax rate to the
Company's effective income tax rate for income before extraordinary loss:
Years ended September 30,
-------------------------
1999 2000 2001
---- ---- ----
Statutory federal income tax rate ....................... 34.0% 35.0% 35.0%
State income taxes, net of federal income tax benefit ... 5.5 6.7 5.9
Non-deductible expenses, principally amortization of
certain intangible assets, insurance premiums and
meals and entertainment ............................... 2.7 1.8 3.8
Change in valuation allowance ........................... 1.5 0.5 (3.3)
Other, net .............................................. 0.1 (0.5) (0.8)
---- ---- ----
Effective income tax rate ............................... 43.8% 43.5% 40.6%
==== ==== ====
F-14
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
NOTE 7 - TRANSACTIONS WITH OWNERS AND RELATED PARTIES
In the ordinary course of business, the Company makes cash advances in the form
of distributions to Perpetual. At present, the primary source of repayment of
the net advances from the Company is through the ability of the Company to pay
dividends or make other distributions. There is no immediate intent for these
amounts to be repaid. Accordingly, such amounts have been treated as a reduction
of stockholder's investment and described as "distributions" in the accompanying
consolidated balance sheets.
The following summarizes these and certain other transactions with related
parties:
Years ended September 30,
-------------------------
1999 2000 2001
---- ---- ----
Distributions to owners, beginning of
year..................................... $ 256,158 $ 272,357 $ 298,090
Cash advances............................... 286,418 283,832 202,180
Repayment of cash advances.................. (265,891) (249,291) (174,100)
Charge for federal and state
income taxes............................. (4,328) (8,808) (4,500)
--------- --------- ---------
Distributions to owners, end of year........ $ 272,357 $ 298,090 $ 321,670
========= ========= =========
Weighted average amount of non-interest
bearing advances outstanding during
the year................................. $ 263,320 $ 280,149 $ 303,785
========= ========= =========
Subsequent to September 30, 2001 and through November 14, 2001, the Company
received net repayments of distributions to owners of $611.
Included in distributions to owners is a $20,000 loan made in 1991 by the
Company to ALLNEWSCO, Inc. (Allnewsco), an affiliate of the Company which is
controlled by Mr. Joe L. Allbritton. This amount has been included in the
consolidated financial statements on a consistent basis with other cash advances
to related parties. The $20,000 note receivable from Allnewsco had stated
repayment terms consisting of annual principal installments approximating $2,220
commencing January 1997 through January 2005. During the years ended September
30, 1997 and 1998, the Company deferred the first two annual principal
installment payments pending renegotiation of the repayment terms. Effective
July 1, 1998, the note was amended to extend the maturity to January 2008 and
defer all principal installments until maturity, with the principal balance also
due upon demand. In exchange for the amendment, Allnewsco paid to the Company
the amount of $650. This amount is included in other noncurrent liabilities in
the accompanying consolidated balance sheets and is being amortized as an
adjustment of interest income over the remaining term of the amended note using
the interest method. The note has a stated interest rate
F-15
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
of 11.06% and interest is payable semi-annually. During each of the years ended
September 30, 1999, 2000 and 2001, the Company earned interest income from this
note of approximately $2,200. At September 30, 2000 and 2001, interest
receivable from Allnewsco under this note totaled $492. Allnewsco is current on
its interest payments.
During the years ended September 30, 1999, 2000 and 2001, the Company earned
interest income from Perpetual of $227, $304 and $213, respectively, as a result
of making advances of tax payments in accordance with the terms of the tax
sharing agreement between the Company and Perpetual.
Management fees of $504, $500 and $500 were paid to Perpetual by the Company for
the years ended September 30, 1999, 2000 and 2001, respectively. The Company
also paid management fees to Mr. Joe L. Allbritton in the amount of $550 for
each of the years ended September 30, 1999, 2000 and 2001 and to Mr. Robert L.
Allbritton in the amount of $140, $190 and $200 for the years ended September
30, 1999, 2000 and 2001, respectively. Management fees are included in corporate
expenses in the consolidated statements of operations.
During the year ended September 30, 2000, the Company entered into various
agreements with Irides, LLC (Irides) to provide the Company's stations with
certain web site design, hosting and maintenance services. Irides is an
affiliate of the Company which is controlled by Mr. Joe L. Allbritton. The
Company paid fees of $143 and $68 to Irides during the years ended September 30,
2000 and 2001, respectively. These fees are included in television operating
expenses in the consolidated statements of operations.
The Company maintains banking and advertising relationships with and leases
certain office space from Riggs Bank N.A. (Riggs Bank). Riggs is a wholly-owned
subsidiary of Riggs National Corporation (Riggs), of which Mr. Joe L. Allbritton
is the Senior Chairman of the Board of Directors and a significant stockholder.
The majority of the Company's cash and cash equivalents was on deposit with
Riggs Bank at September 30, 2000 and 2001. During the year ended September 30,
2000, the Company generated $227 in advertising revenue from Riggs Bank. No
revenue was generated from Riggs Bank during the years ended September 30, 1999
and 2001. Additionally, the Company incurred $275, $283 and $297 in rental
expense related to office space leased from Riggs Bank for the years ended
September 30, 1999, 2000 and 2001, respectively. During the year ended September
30, 2001, Riggs utilized the Company's aircraft on several occasions and was
charged $20 for such usage. There was no usage of the Company's aircraft by
Riggs during the years ended September 30, 1999 and 2000.
F-16
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
NOTE 8 - RETIREMENT PLANS
A defined contribution savings plan is maintained for eligible employees of the
Company and certain of its affiliates. Under the plan, employees may contribute
a portion of their compensation subject to Internal Revenue Service limitations
and the Company contributes an amount equal to 50% of the contribution of the
employee not to exceed 6% of the compensation of the employee. The amounts
contributed to the plan by the Company on behalf of its employees totaled
approximately $882, $899 and $773 for the years ended September 30, 1999, 2000
and 2001, respectively.
The Company also contributes to certain other multi-employer union pension plans
on behalf of certain of its union employees. The amounts contributed to such
plans totaled approximately $373, $361 and $331 for the years ended September
30, 1999, 2000 and 2001, respectively.
NOTE 9 - COMMITMENTS AND CONTINGENT LIABILITIES
The Company leases office and studio facilities and machinery and equipment
under operating and capital leases expiring in various years through 2017.
Certain leases contain provisions for renewal and extension. Future minimum
lease payments under operating and capital leases which have remaining
noncancelable lease terms in excess of one year as of September 30, 2001 are as
follows:
Operating Capital
Year ending September 30, Leases Leases
------ ------
2002.............................................. $ 4,439 $ 1,604
2003.............................................. 4,999 597
2004.............................................. 3,434 262
2005.............................................. 3,382 175
2006.............................................. 3,454 175
2007 and thereafter............................... 34,542 --
-------- -------
$ 54,250 2,813
========
Less: amounts representing imputed interest.......... (236)
-------
2,577
Less: current portion................................ (1,479)
-------
Long-term portion of capital lease obligations....... $ 1,098
=======
Rental expense under operating leases aggregated approximately $2,900, $2,900
and $3,000 for the years ended September 30, 1999, 2000 and 2001, respectively.
F-17
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)
The Company has entered into contractual commitments in the ordinary course of
business for the rights to television programming which is not yet available for
broadcast as of September 30, 2001. Under these agreements, the Company must
make specific minimum payments approximating the following:
Year ending September 30,
2002....................................... $ 3,049
2003....................................... 19,562
2004....................................... 17,657
2005....................................... 7,414
2006....................................... 133
--------
$ 47,815
========
The Company has entered into various employment contracts. Future guaranteed
payments under such contracts as of September 30, 2001 approximate the
following:
Year ending September 30,
2002....................................... $ 6,364
2003....................................... 1,203
2004....................................... 359
2005....................................... 203
2006....................................... 212
-------
$ 8,341
=======
The Company has entered into various deferred compensation agreements with
certain employees. Under these agreements, the Company is required to make
payments aggregating approximately $2,067 during the years 2005 through 2012. At
September 30, 2000 and 2001, the Company has recorded a deferred compensation
liability of approximately $878 and $1,013, respectively, which is included as a
component of noncurrent accrued employee benefit expenses in the accompanying
consolidated balance sheets.
The Company currently and from time to time is involved in litigation incidental
to the conduct of its business, including suits based on defamation. The Company
is not currently a party to any lawsuit or proceeding which, in the opinion of
management, if decided adverse to the Company, would be likely to have a
material adverse effect on the Company's consolidated financial condition,
results of operations or cash flows.
F-18
SCHEDULE II
ALLBRITTON COMMUNICATIONS COMPANY
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(Dollars in thousands)
Balance at Charged Balance at
beginning to costs Charged to end of
Classification of year and expenses other accounts Deductions year
- -------------- ------- ------------ -------------- ---------- ----
Year ended September 30, 1999:
Allowance for doubtful
accounts................... $1,371 $519 -- $(466)$1,424
====== ==== ==== ===== ======
Valuation allowance
for deferred income
tax assets................. $2,013 $225-- $ -- $2,238
====== ==== ==== ===== ======
Year ended September 30, 2000:
Allowance for doubtful
accounts................... $1,424 $474 -- $(717)$1,181
====== ==== ==== ===== ======
Valuation allowance
for deferred income
tax assets................. $2,238 $166-- $ -- $2,404
====== ==== ==== ===== ======
Year ended September 30, 2001:
Allowance for doubtful
accounts................... $1,181 $657 -- $(804)$1,034
====== ==== ==== ===== ======
Valuation allowance
for deferred income
tax assets................. $2,404 $314-- $(898) $1,820
====== ==== ==== ===== ======
- ----------
Represents valuation allowance established related to certain net
operating loss carryforwards and other deferred tax assets for state
income tax purposes.
Write-off of uncollectible accounts, net of recoveries and collection
fees.
Represents reduction of valuation allowance relating to certain net
operating loss carryforwards.
F-19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ALLBRITTON COMMUNICATIONS COMPANY
By: /s/ Robert L. Allbritton
-----------------------------
Robert L. Allbritton
Chairman and Chief Executive Officer
Date: December 27, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
/s/ Joe L. Allbritton Chairman of the Executive December 27, 2001
- --------------------------- Committee and Director
Joe L. Allbritton *
/s/ Barbara B. Allbritton Executive Vice President December 27, 2001
- --------------------------- and Director
Barbara B. Allbritton *
/s/ Robert L. Allbritton Chairman, Chief Executive December 27, 2001
- --------------------------- Officer and Director
Robert L. Allbritton (principal executive
officer)
/s/ Lawrence I. Hebert Vice Chairman and December 27, 2001
- --------------------------- Director
Lawrence I. Hebert *
/s/ Frederick J. Ryan, Jr. Vice Chairman, President, December 27, 2001
- --------------------------- Chief Operating Officer
Frederick J. Ryan, Jr. and Director
/s/ Stephen P. Gibson Senior Vice President December 27, 2001
- --------------------------- and Chief Financial
Stephen P. Gibson Officer (principal
financial officer)
/s/ Elizabeth A. Haley Vice President and December 27, 2001
- --------------------------- Controller (principal
Elizabeth A. Haley accounting officer)
*By Attorney-in-Fact
/s/ Jerald N. Fritz
- ---------------------------
Jerald N. Fritz
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
3.1 Certificate of Incorporation of ACC. (Incorporated by *
reference to Exhibit 3.1 of Company's Registration Statement
on Form S-4, No. 333-02302, dated March 12, 1996)
3.2 Bylaws of ACC. (Incorporated by reference to Exhibit 3.2 of *
Registrant's Registration Statement on Form S-4, No.
333-02302, dated March 12, 1996)
4.1 Indenture dated as of February 6, 1996 between ACC and State *
Street Bank and Trust Company, as Trustee, relating to the
Debentures. (Incorporated by reference to Exhibit 4.1 of
Company's Registration Statement on Form S-4, No. 333-02302,
dated March 12, 1996)
4.2 Indenture dated as of January 22, 1998 between ACC and State *
Street Bank and Trust Company, as Trustee, relating to the
Notes. (Incorporated by reference to Exhibit 4.1 of Company's
Registration Statement on Form S-4, No. 333-45933, dated
February 9, 1998)
4.3 Form of 9.75% Series B Senior Subordinated Debentures due *
2007. (Incorporated by reference to Exhibit 4.3 of Company's
Registration Statement on Form S-4, No. 333-02302, dated
March 12, 1996)
4.4 Amended and Restated Revolving Credit Agreement dated as of *
March 27, 2001 by and among Allbritton Communications
Company, certain financial institutions, and Fleet National
Bank, as Agent, and Deutsche Banc Alex. Brown Inc., as
Documentation Agent. (Incorporated by reference to Exhibit
10.20 of the Company's Quarterly Report on Form 10-Q, No.
333-02302, dated May 10, 2001)
4.5 First Amendment dated as of December 19, 2001 to the Amended
and Restated Revolving Credit Agreement.
10.1 Network Affiliation Agreement (Harrisburg Television, Inc.). *
(Incorporated by reference to Exhibit 10.3 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
10.2 Side Letter Amendment to Network Affiliation Agreement *
(Harrisburg Television, Inc.) dated August 10, 1999.
(Incorporated by reference to Exhibit 10.2 of Company's
Quarterly Report on Form 10-Q, No. 333-02302, dated August
16, 1999)
A-1
Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
10.3 Network Affiliation Agreement (First Charleston Corp.). *
(Incorporated by reference to Exhibit 10.4 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
10.4 Side Letter Amendment to Network Affiliation Agreement (First *
Charleston Corp.) dated August 10, 1999. (Incorporated by
reference to Exhibit 10.4 of Company's Quarterly Report on
Form 10-Q, No. 333-02302, dated August 16, 1999)
10.5 Network Affiliation Agreement (WSET, Incorporated). *
(Incorporated by reference to Exhibit 10.5 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
10.6 Side Letter Amendment to Network Affiliation Agreement (WSET, *
Incorporated) dated August 10, 1999. (Incorporated by
reference to Exhibit 10.6 of Company's Quarterly Report on
Form 10-Q, No. 333-02302, dated August 16, 1999)
10.7 Network Affiliation Agreement (WJLA-TV). (Incorporated by *
reference to Exhibit 10.6 of Company's Pre-effective
Amendment No. 1 to Registration Statement on Form S-4, dated
April 22, 1996)
10.8 Side Letter Amendment to Network Affiliation Agreement *
(WJLA-TV) dated August 10, 1999. (Incorporated by reference
to Exhibit 10.8 of Company's Quarterly Report on Form 10-Q,
No. 333-02302, dated August 16, 1999)
10.9 Network Affiliation Agreement (KATV Television, Inc.). *
(Incorporated by reference to Exhibit 10.7 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
10.10 Side Letter Amendment to Network Affiliation Agreement (KATV *
Television, Inc.) dated August 10, 1999. (Incorporated by
reference to Exhibit 10.10 of Company's Quarterly Report on
Form 10-Q, No. 333-02302, dated August 16, 1999)
10.11 Network Affiliation Agreement (KTUL Television, Inc.). *
(Incorporated by reference to Exhibit 10.8 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
10.12 Side Letter Amendment to Network Affiliation Agreement (KTUL *
Television, Inc.) dated August 10, 1999. (Incorporated by
reference to Exhibit 10.12 of Company's Quarterly Report on
Form 10-Q, No. 333-02302, dated August 16, 1999)
A-2
Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
10.13 Network Affiliation Agreement (TV Alabama, Inc.). *
(Incorporated by reference to Exhibit 10.9 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
10.14 Amendment to Network Affiliation Agreement (TV Alabama, Inc.) *
dated January 23, 1997. (Incorporated by reference to Exhibit
10.15 of the Company's Quarterly Report on Form 10-Q, No.
333-02302, dated February 14, 1997)
10.15 Side Letter Amendment to Network Affiliation Agreement (TV *
Alabama, Inc.) dated August 10, 1999. (Incorporated by
reference to Exhibit 10.15 of Company's Quarterly Report on
Form 10-Q, No. 333-02302, dated August 16, 1999)
10.16 Tax Sharing Agreement effective as of September 30, 1991 by *
and among Perpetual Corporation, ACC and ALLNEWSCO, Inc.,
amended as of October 29, 1993. (Incorporated by reference
to Exhibit 10.11 of Company's Registration Statement on Form
S-4, No. 333-02302, dated March 12, 1996)
10.17 Second Amendment to Tax Sharing Agreement effective as of *
October 1, 1995 by and among Perpetual Corporation, ACC and
ALLNEWSCO, Inc. (Incorporated by reference to Exhibit 10.9
of the Company's Form 10-K, No. 333-02302, dated December 22,
1998)
10.18 Master Lease Finance Agreement dated as of August 10, 1994 *
between BancBoston Leasing, Inc. and ACC, as amended.
(Incorporated by reference to Exhibit 10.16 of Company's
Registration Statement on Form S-4, No. 333-02302, dated
March 12, 1996)
10.19 Master Equipment Lease Agreement dated as of November 22, *
2000 between Fleet Capital Corporation and ACC. (Incorporated
by reference to Exhibit 10.19 of the Company's Form 10-K, No.
333-02302, dated December 28, 2000)
10.20 Amended and Restated Pledge Agreement dated as of March 27, *
2001 by and among ACC, Allbritton Group, Inc., Allfinco,
Inc., and Fleet National Bank, as Agent. (Incorporated by
reference to Exhibit 10.20 of the Company's Quarterly Report
on Form 10-Q, No. 333-02302, dated May 10, 2001)
10.21 $20,000,000 Promissory Note of ALLNEWSCO, Inc. payable to *
KTUL, LLC. (Incorporated by reference to Exhibit 10.16 of
Company's Form 10-K, No. 333-02302, dated December 22, 1998)
21. Subsidiaries of Registrant
24. Powers of Attorney
- ----------------
*Previously filed
A-3