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UNITED STATES 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, 1996
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 78-180-3105
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
808 Seventeenth Street, N.W., Suite 300
Washington, DC 20006-3903
(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
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, 1996, 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" 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 Television, Inc. (licensee of
KATV, Little Rock, Arkansas); "KTUL" refers to KTUL Television,
Inc. (licensee of KTUL, Tulsa, Oklahoma); "WCIV" refers to First
Charleston Corp. (licensee of WCIV, Charleston, South Carolina);
"WSET" refers to WSET, Incorporated (licensee of WSET-TV,
Lynchburg, Virginia); "WCFT" refers to TV Alabama, Inc. (licensee
of WCFT-TV, Tuscaloosa, Alabama); and "WJSU" refers to RKZ
Television, Inc. (licensee of WJSU-TV, Anniston, Alabama). The
term "ATP" refers to Allbritton Television Productions, Inc. and
the term "Perpetual" refers to Perpetual Corporation, which is
wholly owned by Joe L. Allbritton, Chairman of ACC. "AGI" refers
to Allbritton Group, Inc., which is a wholly owned subsidiary of
Perpetual and 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 TV" 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 operates WJSU and owns WCFT. "Allnewsco" refers to
ALLNEWSCO, Inc., an affiliate of ACC that is an 80%-owned
subsidiary of Perpetual. "RLA Trust" refers to the Robert Lewis
Allbritton 1984 Trust for the benefit of Robert L. Allbritton,
Chief Operating Officer and a director of ACC, that owns 20% of
Allnewsco. "RLA Revocable Trust" refers to the trust of the same
name for the benefit of Robert L. Allbritton that owns 20% of each
of Harrisburg TV and TV Alabama.
TABLE OF CONTENTS
PAGE
Part I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . 1
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . 21
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . 23
Item 4. Submission of Matters To A Vote of Security Holders. 23
Part II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters . . . . . . . . . . . 23
Item 6. Selected Financial Data. . . . . . . . . . . . . . . 24
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . 26
Item 8. Financial Statements and Supplementary Data. . . . . 42
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure. . . . . . 42
Part III
Item 10. Directors and Executive Officers of the Registrant. 43
Item 11. Executive Compensation. . . . . . . . . . . . . . . 46
Item 12. Security Ownership of Certain Beneficial Owners and
Management 47
Item 13. Certain Relationships and Related Transactions. . . 48
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . 51
PART I
ITEM 1. BUSINESS
THE COMPANY
Allbritton Communications Company (ACC or the Company) itself and
through subsidiaries owns and operates seven ABC network-affiliated
television stations: WJLA in Washington, D.C.; WHTM in Harrisburg,
Pennsylvania; KATV in Little Rock, Arkansas; KTUL in Tulsa,
Oklahoma; WSET in Lynchburg, Virginia; WCIV in Charleston, South
Carolina and WCFT in Tuscaloosa, Alabama. The Company's owned and
operated stations broadcast to the 7th, 44th, 57th, 58th, 67th,
109th and 185th largest national media markets in the United
States, respectively, as defined by the A.C. Nielsen Co.
("Nielsen"). WJLA is owned and operated by ACC, while the
Company's remaining owned and operated stations are owned by
Harrisburg Television, Inc. (WHTM), KATV Television, Inc. (KATV),
KTUL Television, Inc. (KTUL), WSET, Incorporated (WSET), First
Charleston Corp. (WCIV) and TV Alabama, Inc. (WCFT), each of which
is a wholly owned subsidiary of ACC, except Harrisburg TV and TV
Alabama, each of which is an indirect 80%-owned subsidiary of ACC.
TV Alabama also began operating a television station in Anniston,
Alabama, east of Birmingham under a Local Marketing Agreement
("LMA") effective December 29, 1995. The Company also engages in
other activities relating to the production and distribution of
television programming through Allbritton Television Productions,
Inc., (ATP), a wholly owned subsidiary of ACC. ACC was founded in
1974 and is a subsidiary of Allbritton Group, Inc. (AGI), which is
wholly owned by Perpetual Corporation, which in turn is wholly
owned by Joe L. Allbritton, ACC's Chairman. ACC and each of its
subsidiaries are Delaware corporations, except for First Charleston
Corp., which is a South Carolina corporation. ACC's corporate
headquarters is located at 808 Seventeenth Street, N.W., Suite 300,
Washington, D.C. 20006-3903 and its telephone number at that
address is (202) 789-2130.
During 1996, the Company and its subsidiaries consummated several
transactions that expanded their broadcast holdings, as described
below.
Contribution of WSET and WCIV to ACC. On March 1, 1996, WSET and
WCIV became wholly owned subsidiaries of ACC. Westfield, an
affiliate of ACC that is wholly owned by Joe L. Allbritton,
contributed the capital stock of WSET and WCIV to AGI, a newly
formed subsidiary of Perpetual, in exchange for all of the
preferred stock of AGI. Perpetual contributed all of the ACC Common
Stock to AGI in exchange for all of the common stock of AGI.
Simultaneously therewith, AGI contributed the capital stock of WSET
and WCIV to ACC (the "Contribution"); therefore, Perpetual owns all
of the common stock of AGI, AGI owns all of the common stock of ACC
and WSET and WCIV are wholly owned subsidiaries of ACC.
1
HARRISBURG ACQUISITION (WHTM). On March 1, 1996, ACC, through its
indirect 80%- owned subsidiary, Harrisburg TV, acquired
substantially all of the assets, including the Federal
Communications Commission ("FCC") licenses of WHTM Channel 27,
licensed to Harrisburg, Pennsylvania, for an aggregate purchase
price of $115,475,000. Allfinco, a wholly owned subsidiary of ACC,
contributed $4,000,800 and Robert L. Allbritton contributed
$1,000,200 toward the purchase of voting common stock of Harrisburg
TV, making it 80% owned by Allfinco and 20% owned by Robert L.
Allbritton. The RLA Revocable Trust subsequently purchased the 20%
interest of Robert L. Allbritton. Allfinco purchased 19,000 shares
of non-voting common stock of Harrisburg TV for $109,000,000 in
connection with the acquisition and has agreed to exchange
promissory notes for such stock, subject to the limitations set
forth in the indenture relating to the Company's 11.5% Senior
Subordinated Debentures due 2004 (the "11.5% Debentures").
BIRMINGHAM STATIONS. Effective December 29, 1995, TV Alabama began
operating WJSU in Anniston, Alabama (east of Birmingham) under a
LMA ("Anniston LMA"). On March 15, 1995, TV Alabama acquired
substantially all of the assets of WCFT in Tuscaloosa, Alabama
(west of Birmingham). TV Alabama now operates both WCFT and WJSU
in tandem as the ABC network affiliates serving the viewers of
Birmingham, Tuscaloosa and Anniston.
THE ANNISTON LMA (WJSU). In December 1995, ACC entered into
a LMA with RKZ Television, Inc. ("RKZ") to operate, for a period of
ten years, WJSU, Channel 40, licensed to Anniston, Alabama. WJSU
became an ABC affiliate in 1996. ACC has also entered into an
option to purchase all of the assets of WJSU, subject to certain
conditions. The broadcast signal of WJSU covers a large portion of
the eastern part of the Birmingham DMA. The terms of the Anniston
LMA provide for TV Alabama to supply program services to the
station owner, operate the station and retain all revenues from
advertising sales in exchange for payment by TV Alabama of $15,000
per month in addition to station operating expenses to the station
owner, or $30,000 per month plus expenses upon receipt of
regulatory approvals for a transmitter tower move. Allfinco, a
wholly owned subsidiary of ACC, created TV Alabama, a Delaware
corporation, that operates WJSU under the Anniston LMA. Allfinco
contributed $800 and the RLA Trust contributed $200, to purchase
voting common stock of TV Alabama, making it 80% owned by Allfinco
and 20% owned by the RLA Trust. The RLA Revocable Trust
subsequently purchased the RLA Trust's 20% interest.
THE TUSCALOOSA ACQUISITION (WCFT). On March 15, 1996, ACC,
through its indirect 80%-owned subsidiary, TV Alabama, acquired
substantially all of the assets, including the FCC licenses of
WCFT, Channel 33, licensed to Tuscaloosa, Alabama for an aggregate
purchase price of $20,182,000. Allfinco, a wholly-owned subsidiary
of ACC, contributed an additional $400,000 and the RLA Revocable
Trust contributed an additional $100,000 to the voting common stock
of TV Alabama in connection with the acquisition. Allfinco
purchased 19,000 shares of non-voting common stock of TV Alabama
for $19,600,000 in connection with the acquisition and has agreed
to exchange promissory notes for such stock, subject to the
limitations set forth in the indenture relating to the 11.5%
Debentures.
2
PROPOSED ACQUISITIONS. ACC also entered into an option to purchase
the assets of WJSU (the "Anniston Option"). ACC paid $10,000,000
for the Anniston Option, which is exercisable for an additional
$2,000,000 upon a change in FCC rules or a waiver permitting common
ownership of both WCFT and WJSU. The Company financed the purchase
price of the Anniston Option with a $10,000,000 unsecured demand
note (the "Anniston Note") issued by a third party financial
institution. The Anniston Note bore interest at the prime rate of
the lender (8.5% as of January 15, 1996) and was payable on demand.
ACC contributed the Anniston Option to Allfinco, which, in turn,
contributed the Anniston Option to TV Alabama in exchange for
19,000 shares of non- voting common stock and allocation of
$800,000 as an additional capital contribution to the voting common
stock of TV Alabama then held by Allfinco. At the same time, the
RLA Trust contributed an additional $200,000 cash to TV Alabama as
to the voting common stock of TV Alabama then held by the RLA
Trust. In connection with the purchase of such non-voting common
stock, TV Alabama has agreed to exchange promissory notes for such
non-voting common stock, subject to the limitations set forth in
the indenture relating to the 11.5% Debentures.
Exercise of the Anniston Option is subject to certain conditions,
including FCC approval. The Anniston Option also provides for
additional consideration from ACC if the WJSU transmitting tower
site is relocated closer to Birmingham within the next four years.
On December 16, 1996, RKZ received regulatory approval to move
WJSU's tower to a new location which satisfied the contingent
consideration requirements under the Anniston Option. Accordingly,
TV Alabama is required to pay additional consideration for the
Anniston Option of $5,348,000 in January 1997 and $1,337,000 upon
exercise of the Anniston Option.
FINANCING
On February 6, 1996, the Company completed the offering of its
$275,000,000 9.75% Senior Subordinated Debentures due 2007 (the
"9.75% Debentures"), issued at a discount of $1,375,000. Principal
is payable at maturity. The proceeds from the offering of the
9.75% Debentures were used to finance the acquisitions of WHTM and
WCFT for $135,657,000, acquire the Anniston Option for $10,000,000,
repay approximately $74,704,000 of debt which was outstanding under
senior secured promissory notes and other credit agreements, and
pay a related prepayment penalty of $12,934,000, incurring a
related loss, net of income tax benefit, of $7,750,000 on the early
repayment. Additionally, in connection with the Contribution, the
Company made a cash advance of $6,600,000 to Westfield, an
affiliate, to repay certain indebtedness of which WSET was a
guarantor. The remaining net proceeds were retained by the Company
for working capital and general corporate purposes.
3
TELEVISION INDUSTRY BACKGROUND
Commercial television broadcasting began in the United States
on a regular basis in the 1940s. Currently, there are a limited
number of channels available for broadcasting in any one geographic
area, and the license to operate a 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 advertising and, to a much lesser extent,
from network compensation and revenues from studio rental and
commercial production activities. Advertising rates are set based
upon a variety of factors, including a program's popularity among
viewers that an advertiser wishes to attract, the number of
advertisers competing for the available time, the size and
demographic makeup of the market served by the station and the
availability of alternative advertising media in the market area.
Advertising rates are also determined by a station's overall
ability to attract viewers in its market, as well as the station's
ability to attract viewers among particular demographic groups that
an advertiser may be targeting. 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 the broadcast
industry in general and the revenues of individual broadcast
television stations.
Television stations in the country are grouped by Nielsen into
approximately 210 generally recognized television markets that are
ranked in size according to various formulae based upon actual or
potential audience. Each market 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.
Nielsen, which provides audience measuring services,
periodically publishes data on estimated audiences for television
stations in the various television markets throughout the country.
These estimates are expressed in terms of the percentage of the
total potential audience in the market viewing a station (the
station's "rating") and of 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 market. The specific geographic
markets are called Designated Market Areas or DMAs. Nielsen uses
two methods of determining a station's ratings and share. In larger
geographic markets, ratings are determined by a combination of
meters connected directly to selected television sets and weekly
viewer- completed diaries of television viewing, while in smaller
markets ratings are determined by weekly diaries only. Of the
markets in which the Company conducts its business,
4
Washington, D.C. is a metered market 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
effectively 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 and WB recently 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 10 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 other affiliates and independent stations in
their markets. 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 are becoming
increasingly popular with both network affiliates and independents,
a national program distributor may 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 or WB 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 or WB 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.
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.
5
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 achieves
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'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. At present, the
nature of DBS service permits only national programming and does
not offer locally originated programs or advertising.
The Company believes that the market shares of television
stations affiliated with ABC, NBC and CBS declined during the 1980s
primarily because of the emergence of FOX and certain strong
independent stations and secondarily 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
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.
6
STATION INFORMATION
The following table sets forth general information for each of
the Company's owned and/or operated stations as of November 1996 :
Total
Market Commercial Station Rank
Market Area Network Channel/ Rank or Competitors Audience in Acquisition
Station Affiliation Frequency DMA in Market Share Market Date
Owned and/or Operated Stations:
Washington, D.C. WJLA ABC 7/VHF 7 7 24% 2 1/29/76
Harrisburg-Lancaster-York-Lebanon,
PA WHTM ABC 27/UHF 44 5 25% 2 3/1/96
Little Rock, AR KATV ABC 7/VHF 57 5 38% 1 4/6/83
Tulsa, OK KTUL ABC 8/VHF 58 6 30% 2 4/6/83
Lynchburg-Roanoke, VA WSET ABC 13/VHF 67 4 24% 3 1/29/76
Charleston, SC WCIV ABC 4/VHF 109 5 17% 3 1/29/76
Birmingham, AL WCFT/WJSU ABC - 51 6 11% 3 -
Tuscaloosa WCFT ABC 33/UHF 185 2 25% 1 3/15/96
Anniston WJSU ABC 40/UHF 201 2 26% 1 -
_________
Represents market rank based on the Nielsen Station Index for November 1996.
Represents the total number of commercial broadcast television stations in the DMA
with an audience rating of at least 1% in the 7:00 a.m. to 1:00 a.m., Sunday through
Saturday time period.
Represents the station's share of total viewing of commercial broadcast television
stations in the market for the time periods referenced or, if no time period is indicated,
such share is based on 7:00 a.m. to 1:00 a.m., Sunday through Saturday.
Represents the station's rank in the market based on its share of total
viewing of commercial broadcast television stations in the market for the time periods
referenced or, if no time period is indicated, such rank is based on 7:00 a.m. to 1:00 a.m.,
Sunday through Saturday.
Owned Station.
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.
WCIV became affiliated with ABC beginning in August 1996.
TV Alabama serves the Birmingham market by simultaneously broadcasting identical programming
over both WCFT serving Tuscaloosa and WJSU (which TV Alabama operates pursuant to the Anniston
LMA) serving Anniston. The market rank figures reflect the combined Birmingham, Tuscaloosa and
Anniston markets; Nielsen assigns WCFT to the Tuscaloosa DMA (rank 185) and WJSU to the Anniston
DMA (rank 201). Commercial competitors include stations in Birmingham, Tuscaloosa
and Anniston.
Operated Station.
7
BUSINESS AND OPERATING STRATEGY
The Company's business strategy is to focus on building net
operating revenues and net cash provided by operating activities
(as defined by generally accepted accounting principles). The
Company's net operating revenues have grown by 57.8% from Fiscal
1992 to Fiscal 1996.
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 that include state capitals. 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 85 radio
stations over five states.
The Company's operating strategy focuses on four key elements:
LOCAL NEWS AND COMMUNITY LEADERSHIP. The Company's stations are
local news leaders and exploit the revenue potential associated
with local news leadership. Since the acquisition of each station,
the Company has focused on building each station's local market
news programming franchise as the foundation to build significant
audience share in local markets. In each of its markets, 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.
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 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
8
and all adults aged 25-54. The demographic
groups are perceived by advertisers as ones 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, Washington Redskins pre-season football games and related
shows) and sponsored community events. These sponsored events have
included health fairs, medical evaluations, 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. As the provider of ABC network
programming in each of its markets, the Company has entered into
long-term stable affiliation agreements. Further, each station
rigorously manages its expenses through project accounting, a
budgetary control process which includes daypart revenue analysis
and industry category expense analysis. Moreover, each of the
stations closely monitors its staffing levels.
OWNED AND/OR OPERATED 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, 2001,
although the FCC is in the process of revising its rules to
implement the Telecommunications Act of 1996 (the
"Telecommunications Act") that requires extensions of license terms
from five years to eight years. Once rules are implemented, the
FCC license will expire on October 1, 2004. Washington, D.C. is
the seventh largest DMA in the nation, with approximately 1,908,000
television households. The Company believes that this position
historically permitted stations in this market to earn higher
advertising rates than its other owned and operated stations because
many national advertising campaigns generally concentrate their spending
in the top ten media markets and on issue-oriented advertising in
Washington, D.C. The Washington market is served by several commercial
television stations. Approximately 54% of WJLA's 24-hours of daily
broadcasting time consists of programming that is either locally produced
or purchased from non-network sources.
9
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, 1999.
Harrisburg, Pennsylvania, which consists of nine contiguous
counties located in Central Pennsylvania, is the 44th largest DMA
in the nation, reaching approximately 579,000 television
households. The Harrisburg market is served by five commercial
television stations, one of which is a VHF station. Approximately
44% of WHTM's 24-hours of daily broadcasting time consists of
programming that is either locally produced or purchased from non-
network sources. Harrisburg is the capital of Pennsylvania and the
government represents the area's largest employer.
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, 1997. The Little
Rock, Arkansas market is the 57th largest DMA in the nation, with
approximately 473,000 television households. The Little Rock market
has a diversified economy, serving as the seat of state and local
government, and also has a significant concentration of businesses
in the medical services, transportation and insurance industries.
The Little Rock market is served by five commercial television
stations. Approximately 46% of KATV's 24-hours of daily
broadcasting time consists of programming that is either locally
produced or purchased from non-network sources.
Capitalizing on its exclusive rights to the University of Arkansas
basketball and football schedules through the year 2000, KATV
launched ARSN in the fourth quarter of Fiscal 1994 by entering into
programming sublicense agreements with a network of 85 radio
stations over five states. 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, 1998. Tulsa, Oklahoma is
the 58th largest DMA in the nation, with approximately 459,000 television
households. Because of the demographic characteristics of the Tulsa DMA, the
Company believes many advertisers consider it an excellent national
test market. Consequently, it believes KTUL derives incremental
advertising revenues from advertisers seeking to test-market new
products. The Tulsa market is served by six commercial television
stations. Approximately 52% of KTUL's
10
24-hours of daily
broadcasting time consists of programming that is either locally
produced or purchased from non-network sources.
WSET: ROANOKE-LYNCHBURG, VIRGINIA
Acquired by the Company in 1996 through the Contribution, WSET is
an ABC network affiliate pursuant to an affiliation agreement that
expires on July 31, 2005. The Station's FCC license expires on
October 1, 2001, although the FCC is in the process of revising its
rules to extend the expiration date to October 1, 2004. The
hyphenated central Virginia market comprised of Lynchburg, Roanoke
and Danville is the 67th largest DMA in the nation, with
approximately 397,000 television households. Lynchburg's economy
includes many high-tech manufacturers, cellular communications,
nuclear energy and machinery. Danville's chief industries include
textiles, tobacco processing, wood products and tire manufacturing.
Roanoke is one of Virginia's largest metropolitan regions and a hub
of transportation, finance and industry for the southwestern part
of the state. The Lynchburg market is served by four commercial
television stations. Approximately 52% of WSET's 24 hours of daily
broadcasting time consists of programming that is either locally
produced or purchased from non-network sources.
WCIV: CHARLESTON, SOUTH CAROLINA
Acquired by the Company in 1996 through the Contribution, WCIV is
an ABC affiliate pursuant to an affiliation agreement that expires
on August 20, 2006. Until August 1996, it had been a NBC
affiliate. The Station's FCC license expires on December 1, 2001,
although the FCC is in the process of revising its rules to extend
the expiration date to December 1, 2004. Charleston, South
Carolina is the 109th largest DMA in the nation with approximately
225,000 television households. Charleston's resurgent port economy
has undergone significant change during the past four years,
achieving economic diversification. Spending by the Department of
Defense, however, is expected to continue to represent a
significant portion of the local economy. Tourism has stabilized as
the largest nonmilitary related industry, with about five million
visitors annually and 34,000 related jobs, followed by medical and
government. The Charleston market is served by five commercial
television stations. Approximately 42% of WCIV's 24 hours of daily
broadcasting time consists of programming that is either locally
produced or purchased from non-network sources.
WCFT/WJSU: BIRMINGHAM/TUSCALOOSA/ANNISTON, ALABAMA
The Company acquired WCFT in March 1996 and also commenced
operation of WJSU pursuant to the Anniston LMA in December 1995.
The Anniston LMA expires on December 29, 2005. Both stations are
ABC affiliates pursuant to an affiliation agreement that expires on
September 1, 2006. The FCC licenses for both stations
11
expire on April 1, 1997. The applications for license renewal are pending.
Birmingham, Alabama is the 51st largest DMA in the nation reaching
approximately 526,000 television households. The combined markets
of Birmingham, Tuscaloosa and Anniston are served by 8 commercial
television stations.
The Company serves the combined Birmingham/Tuscaloosa/Anniston
market by simultaneously transmitting identical programming from
its studio in Birmingham over both WCFT and WJSU. TV Alabama has
constructed new studio facilities in Birmingham for the operation
of both stations. The Company maintains a significant news and
sales presence in both Tuscaloosa and Anniston, while at the same
time retaining a news and sales presence in Birmingham.
Approximately 40% of TV Alabama's 24 hours of daily broadcasting
time consists of programming that is either locally produced or
purchased from non-network sources.
COMPETITION
Competition in the television industry, including each of the
markets 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 in
popularity of competing entertainment and communications media and
governmental restrictions or actions of federal regulatory bodies,
including the FCC and the Federal Trade Commission, 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 the
network with which each station is affiliated. In those periods,
the stations are totally dependent upon the performance of the
network programs in attracting viewers. Non-network time periods
are programmed by the station with a combination of self-produced
news, public affairs and other 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 alternative 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 other transmission
methods can increase competition for a broadcasting station by
bringing into its market distant broadcasting signals not otherwise
available to the station's audience and also by serving as a
distribution system for programming originated on
12
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, their increased competition
for local news audiences could have an adverse effect on the
Company's advertising revenues.
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, in-
home satellite services. The Company's television stations also
face competition from high-powered direct broadcast satellite
services, such as DIRECT-TV, 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, or
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 "Home Improvement") and first-run product (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 based upon the size of the
market in which a station operates, the program's popularity among
the viewers an advertiser wishes to attract, the number of advertisers
competing for the available time, the demographic makeup of the market
served by the station, the availability of alternative advertising media
in the market area, the aggressive and knowledgeable sales forces 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
13
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 markets. 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 markets.
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 generally have been
granted for maximum terms of five years. The Telecommunications Act
has extended license terms to eight years. The FCC is in the
process of revising its rules for the purpose of extending license
terms. License terms are subject to renewal for additional terms
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, 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
14
Company's broadcast licenses will be renewed in the future. All of
the stations' existing licenses were renewed for full five-year
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 continue
to be required 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 of a licensee,
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 rules promulgated under the Communications Act 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. In addition, most broadcast
licensees, including the Company's licensees, must develop and
implement equal employment opportunities programs and must submit
reports to the FCC with respect to these matters on an annual basis
and in connection with a license renewal application. The FCC
recently has adopted new rules pursuant to the Children's
Television Act of 1990 that place additional obligations on
television station operators for minimum amounts of programming
specifically targeted for children as well as additional public
information and reporting requirements.
ADVANCED TELEVISION: The FCC has proposed the adoption of rules
for implementing advanced, digital (including high-definition)
television service ("ATV") in the United States. Implementation of
ATV is intended to improve the technical quality of television.
Under certain circumstances, however, conversion to ATV operations
may reduce a station's geographical coverage area. The FCC is
considering an implementation proposal that would allot a second
broadcast channel to each full-power commercial television station
for ATV operation. Under the proposal, stations would be required
to phase in their ATV operations on the second channel over an
approximately nine-year period following the adoption of a final
table of allotments and to surrender their non-ATV channel six
years later. Recently, there has been consideration by the FCC of
further shortening the transition period. Implementation of
advanced television service may impose additional costs on
television stations providing the new service, due to increased
equipment costs, and may affect the competitive nature of the
markets in which the Company operates if competing stations adopt
and implement the new technology before the Company's stations.
The FCC has adopted tandards for the transmission of advanced television
signals. These standards will serve as the basis for the phased conversion
to digital transmission.
NETWORK/AFFILIATE PROGRAMMING RULES: The FCC has issued a notice
of proposed rulemaking which seeks to review and update five
Commission rules governing the relationship between broadcast
networks and their affiliates with respect to
15
programming. The "right to reject" rule provides that affiliation
arrangements between a broadcast network and a broadcast licensee generally
must permit the licensee to reject programming provided by the network.
In its notice, the FCC proposes to clarify that the right to reject
rule, does not give stations the right to reject programming based
solely on financial considerations. The "time option" rule
prohibits arrangements whereby a network reserves an option to use
specified amounts of an affiliate's broadcast time without
committing to use that time. The notice proposes to modify the rule
by eliminating the outright prohibition on time optioning but
require that networks give affiliates a particular amount of
advance notice if they are going to use an optioned time slot. The
"exclusive affiliation" rule prohibits arrangements that forbid an
affiliate from broadcasting the programming of another network. The
notice proposes to eliminate this rule, at least in large markets.
The "dual network" rule generally prevents a single entity from
owning more than one broadcast television network. The FCC seeks
comment on the applicability of this rule in light of changes in
the broadcasting industry but has not proposed a change to the
rule. The "network territorial exclusivity" rule proscribes both
arrangements whereby a network affiliate can prevent other stations
in its community from broadcasting programming the affiliate
rejects and arrangements that inhibit the ability of stations
outside the affiliate's community to broadcast network programming.
The FCC proposes to eliminate this rule. Repeal or modification of
these rules may restrict the ability of the Company to reject
programming provided by their affiliated networks, inhibit the
ability of stations to broadcast the programming of non-affiliated
networks, reduce the bargaining power of television licensees vis-
a-vis the television networks and interfere with the planning of
programming by the Company.
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; ownership by those 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 television multiple ownership local
contour overlap rule, the "Duopoly" rule, generally prohibits
ownership of attributable interests by a single entity in two or
more television stations which serve the same geographic market.
The Telecommunications Act directs the FCC to reevaluate its local
ownership rules to consider potential modifications permitting
ownership of more than one station in a market. The FCC has
proposed to redefine the market for purposes of the Duopoly rule
from a station's "Grade B" contour to its DMA so long as there is no
"Grade A" overlap in signals of the two stations. The FCC also seeks
comment on whether ownership of two UHF stations or a UHF/VHF combination
should be permissible.
The FCC generally applies its ownership limits to "attributable"
interests held by an individual, corporation, partnership or other
association. When applying its multiple
16
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 and (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 ten
percent or more of the outstanding voting power of a corporate
broadcast licensee. 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.
The FCC is conducting rulemaking proceedings to determine whether
it should relax rules to facilitate greater minority and female
ownership of broadcasting facilities and whether it should modify
its rules by (i) restricting the availability of the single
majority shareholder exemption, (ii) attributing certain interests
such as non-voting stock, debt and holdings in limited liability
companies and (iii) changing the attribution benchmarks. The
Company cannot predict the outcome of these proceedings or how they
will affect the Company's business. 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 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 not be able to obtain renewals of its licenses
and may be subject to other material adverse consequences.
Under its "cross-interest policy," the FCC considers certain
"meaningful" relationships among competing media outlets in the
same market, even if the FCC's ownership rules do not specifically
prohibit these relationships. Under this policy, the
FCC may consider significant equity interests combined with an
attributable interest in a media outlet in the same market, joint
ventures and common key employees among competitors. The cross-
interest policy does not necessarily prohibit all of these
interests but requires that the FCC consider whether, in a
particular market, the "meaningful" relationships among competitors
could have a significant adverse effect upon economic competition
or program diversity. Neither the Company nor, to the best of the
Company's knowledge, any officer, director or shareholder of the
Company holds an
17
interest in another radio or television station,
cable television system or daily newspaper that is inconsistent
with the FCC's ownership rules and policies.
Related to the Duopoly rule, the FCC has proposed the adoption of
rules that would modify the current treatment of the control and
ownership attribution with respect to LMAs entered into by
television stations. The FCC proposes that time brokerage of any
other television station in the same market for more than fifteen
percent of the brokered station's weekly broadcast hours would
result in counting the brokered station toward the brokering
licensee's national and local multiple ownership limits. The FCC
has proposed that LMAs in existence prior to November 6, 1996 be
grandfathered for the length of their terms so as not to place
owners of stations in violation of the rules if such owners also
operate another station pursuant to such LMAs. Although the
Company cannot predict the outcome of this proceeding, if the local
multiple ownership rules are not relaxed as proposed, attribution
could preclude television LMAs in any market where the time broker
owns or has an attributable interest in another television station.
Changes by the FCC in its current policy regarding LMAs for
television stations could potentially have a material adverse
effect on the Anniston LMA.
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.
In addition to the changes noted above, the Telecommunications Act
makes many other changes to the legal structure governing the
telecommunications industry. At this time the Company is unable to
predict the nature or extent to which the new law will impact the
Company. This is due to many factors, including a lack of clarity
in the drafting of the legislation itself, the potential for
judicial interpretation and invalidation of specific provisions of
the legislation, and the fact that many of the provisions of the
Act are subject to future interpretation and implementation by the
FCC.
OTHER LEGISLATION: Finally, 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, result in the loss of audience share and
advertising revenues for the Company's stations and/or affect the
ability of the Company to acquire or finance additional broadcast
stations.
18
EMPLOYEES
As of September 30, 1996, the Company employed in full-time
positions 770 persons, including 178 at WJLA, 111 at KATV, 99 at
KTUL, 90 at WHTM, 119 at WCFT/WJSU, 88 at WSET, 74 at WCIV and 11
in the corporate office. Of the employees at WJLA, 108 are
represented by three unions: The American Federation of Television
and Radio Artists ("AFTRA"), the Directors Guild of America ("DGA")
and the National Association of Broadcast Employees and
Technicians/Communications Workers of America ("NABET/CWA"). The
AFTRA contract expired on May 31, 1996. The DGA contract expired
July 15, 1996. The NABET/CWA contract expired June 1, 1995. Members
of these unions have been working without a contract since that
time. WJLA management is in the process of negotiating new
contracts and anticipates resolving the outstanding issues without
any material adverse impact to the station. No employees of the
Company's other owned and/or operated stations are represented by
unions. The Company believes its relations with its employees are
satisfactory.
ENVIRONMENTAL MATTERS
The Company is subject to changing federal, state and local
environmental standards, including those governing the handling and
disposal of solid and hazardous wastes, discharges to the air and
water, and the remediation of contamination associated with
releases of hazardous substances. The Company believes that it is
in material compliance with current environmental standards.
In particular, the Company is subject to liability under the
Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA")
and analogous state laws for the investigation and remediation of
environmental contamination at properties owned and/or operated by
it and at off-site locations where it has arranged for the disposal
of hazardous substances. Courts have determined that liability
under these laws is, in most cases, joint and several, meaning that
any responsible party could be held liable for all costs necessary
for investigating and remediating a release or threatened release
of hazardous substances.
WCIV is currently involved in remediating contamination associated
with releases of hazardous substances at its transmitter site. In
September 1994, approximately 2,000 gallons of heating oil spilled
from an above-ground tank on the premises of WCIV. With the
assistance of environmental consultants, WCIV has undertaken
remediation of the contamination by installing wells for recovery of free
product and monitoring wells. Based upon the scope of the remediation required
as determined by the environmental consultants, the Company has
estimated that any remaining costs associated with the monitoring
wells and related testing are nominal. However, there can be no
assurance that the South Carolina Department of Health and
Environmental Control will not require further remedial activities.
19
In October 1994, the Pennsylvania Department of Environmental
Resources (the "Pennsylvania Department") notified WHTM that it
should remediate soils and groundwater believed to be adversely
affected by contamination associated with an underground tank. The
station's environmental consultant has advised the Pennsylvania
Department that it appears that contamination remaining on WHTM's
property did not emanate from its underground tank, which has been
removed, but is from an offsite source and that there is no threat
to human health or the environment which requires remediation; the
matter remains unresolved.
In August 1995, concentrations of certain metals including
arsenic, barium, chromium and lead in the soil of a septic leach
field, were discovered on the property of WCFT. The Company has
been advised that these concentrations are in the range of
background concentrations for the area. The State of Alabama is in
the process of developing cleanup standards relating to such
concentrations of metal and it is therefore uncertain what, if any,
remediation will be necessary.
Although there can be no assurance of the final resolution of
these matters, the Company does not believe that the amount of its
liability at these properties individually, or in the aggregate,
will have a material adverse effect on the Company's consolidated
financial condition, results of operations or cash flows.
20
ITEM 2. PROPERTIES
The Company maintains its corporate headquarters in Washington,
D.C., occupying newly renovated leased office space of
approximately 8,000 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.
KATV's broadcast tower, which met non-governmental wind-loading
standards when built, does not meet the current guidelines for
wind-loading on broadcast towers adopted in 1992. Because standards
were modified subsequent to the tower construction, KATV's tower is
"grandfathered" under the prior guidelines. Engineering studies,
however, indicate that the tower may be significantly overstressed
under the revised guidelines, particularly at sustained winds of 70
miles per hour and at risk of
failing in such sustained winds. KATV has taken steps to limit
access to the area around the tower and to avoid work on the tower
during windy conditions. KATV has selected a contractor to make
structural modifications to the tower and estimates that it will
cost approximately $450,000 to bring the tower within current
guidelines. The owner of KETS-TV, which has an antenna on the
tower, has received a grant from the National Telecommunications
and Information Administration in the Department of Commerce for
matching funds to help offset the costs of tower modification. In
the event the tower failed prior to completion of structural
modifications, KATV would seek to continue transmission by direct
fiber feeds to cable television systems and temporary leased space
on another neighboring broadcast tower, although there can be no
assurance that such an alternative would be available at such time.
The following table describes the general characteristics of the
Company's principal real property:
21
Lease
Approximate Expiration
Facility Market/Use Ownership Size Date
- -------- ---------- --------- ----------- ----------
WJLA Washington, D.C.
Office/Studio Leased 88,828 sq. ft. 11/31/03
Tower/Transmitter Joint 108,000 sq. ft. N/A
Venture
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. 10/31/00
KATV Little Rock, AR
Office/Studio Owned 20,500 sq. ft. N/A
Tower/Transmitter Owned 188 Acres N/A
Adjacent Owned 10,000 sq. ft. N/A
Theater Owned 67,400 sq. ft. N/A
Annex/Garage
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
WCIV Mt. Pleasant, SC
Office/Studio Owned 21,700 sq. ft. N/A
Tower/Transmitter Leased 2,000 sq. ft. 8/31/06
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 land-Little Peak Leased 2 acres 8/04/16
Tower/Relay-Pelham Leased .08 acres 10/31/01
Tuscaloosa, AL
Office/Studio Owned 9,475 sq. ft. N/A
Tower/Transmitter Owned 10.5 acres N/A
Tower/Transmitter Leased 134.3 acres 4/30/06
Anniston, AL
Office/Studio Leased 7,273 sq. ft. 6 months notice
Tower/Transmitter Owned 1.7 acres N/A
Gadsden Office Leased 1,000 sq. ft. Monthly
__________
TV Alabama uses the pre-existing facilities of WCFT and WJSU to operate
news and sales bureaus in the Tuscaloosa and Anniston markets.
Although TV Alabama is currently operating these properties under the
Anniston LMA, RKZ is the owner and lessee.
22
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.
In October 1995, a former employee of WJLA filed a lawsuit against
WJLA in The Superior Court for the District of Columbia alleging
discrimination under the District of Columbia Human Rights Statute
and breach of the implied covenant of good faith and fair dealing
under District of Columbia law. The lawsuit sought $10,000,000 in
actual damages and $2,000,000 in punitive damages from WJLA.
Summary judgment was rendered in favor of WJLA on December 11,
1996. The decision is appealable, although no appeal has yet been
filed.
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.
23
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
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, 1992, 1993, 1994, 1995 and 1996 are derived from the Company's
audited Consolidated Financial Statements.
Fiscal Year Ended September 30,
-----------------------------------------------------
1992 1993 1994 1995 1996
------ ------ ------ ------ ------
(Dollars in thousands)
Statement of Operations Data:
Operating revenues, net $98,562 $109,867 $125,830 $138,151 $155,573
Television operating expenses,
excluding depreciation and
amortization 62,223 65,533 67,745 75,199 92,320
Depreciation and amortization 6,631 5,771 5,122 4,752 10,257
Corporate expenses 2,268 3,231 4,250 3,753 5,112
Operating income 27,440 35,332 48,713 54,447 47,884
Interest expense 22,138 22,336 22,303 22,708 35,222
Interest income 2,514 2,408 2,292 2,338 3,244
Income before extraordinary
items and cumulative
effect of changes in
accounting 3,684 7,586 17,360 19,909 8,293
Extraordinary items (19,625) 1,485 -- -- (7,750)
Cumulative effect of changes in
accounting -- (523) 3,150 -- --
Net (loss) income (15,941) 8,548 20,510 19,909 543
As of September 30,
-----------------------------------------------------
1992 1993 1994 1995 1996
------ ------ ------ ------ ------
(Dollars in thousands)
Balance Sheet Data :
Total assets $97,461 $91,218 $94,079 $99,605 $281,778
Total debt 199,336 197,154 199,473 198,919 402,993
Redeemable preferred stock 168 168 168 168 --
Stockholder's investment (129,266) (138,288) (136,961) (133,879) (172,392)
Fiscal Year Ended September 30,
-----------------------------------------------------
1992 1993 1994 1995 1996
------ ------ ------ ------ ------
(Dollars in thousands)
Financial Ratios and Other Data:
Operating Cash Flow $34,071 $41,103 $53,835 $59,199 $58,141
Operating Cash Flow Margin 34.6% 37.4% 42.8% 42.9% 37.4%
Capital expenditures 1,797 1,972 3,264 2,777 20,838
24
The consolidated statement of operations data, balance sheet data and financial ratios and
other data as of and for the year ended September 30, 1996 include the effects of significant
transactions consummated by the Company during the year that impact the comparability of such
data to previous years. Such transactions include the effects of a $275,000,000 offering of 9.75%
Senior Subordinated Debentures due 2007 issued at a discount of $1,375,000, the acquisitions of 80%
of the net assets of WHTM and WCFT, the Anniston LMA and Anniston Option, the early repayment
of approximately $74,704,000 in debt, and payment of a prepayment penalty on such debt of $12,934,000.
These transactions are discussed in Management's Discussion and Analysis of Financial Condition and
Results of Operations as well as Notes 3 and 6 of Notes to Consolidated Financial Statements.
See "Business-The Company".
The extraordinary loss during Fiscal 1992 resulted from a $20,089,000 loss on early repayment of
long-term debt, net of tax, offset by a $464,000 gain on utilization of net operating loss
carryforwards for state income tax reporting purposes. The extraordinary gain during Fiscal 1993
resulted from the use of net operating loss carryforwards and carrybacks for state income tax
reporting purposes. The extraordinary loss during Fiscal 1996 resulted from a $7,750,000 loss,
net of tax, on the early repayment of long-term debt. See Note 6 of Notes to
Consolidated Financial Statements.
As required by generally accepted accounting principles, the Company changed its method of accounting
for nonpension postretirement benefits during Fiscal 1993 and its method of accounting for
income taxes during Fiscal 1994.
Total debt is defined as long-term debt (including the current portion thereof, and net of discount),
short-term debt and capital lease obligations.
In September 1996, the Company purchased for cash the Series A redeemable preferred stock at its
redemption value of $168,000.
"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 are 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 and should not be considered in isolation or as a substitute for net income or cash flows from operating
activities.
"Operating Cash Flow Margin" is defined as Operating Cash Flow as a percentage of operating revenues, net.
25
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The Company owns and operates seven ABC network-affiliated
television stations, WJLA in Washington, D.C.; WHTM in Harrisburg,
Pennsylvania; KATV in Little Rock, Arkansas; KTUL in Tulsa,
Oklahoma; WSET in Lynchburg, Virginia; WCIV in Charleston, South
Carolina and WCFT in Tuscaloosa, Alabama. The Company also operates
the ABC network affiliate WJSU in Anniston, Alabama under the
Anniston LMA. Prior to August 21, 1996, WCIV was an NBC network-
affiliated station.
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 commercial production and tower rental 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 is sold in time
increments and is priced primarily on the basis of a program's
popularity among the specific audience an advertiser desires to
reach, as measured principally by quarterly audience surveys. In
addition, advertising rates are affected by the number of
advertisers competing for the available time, the size and
demographic makeup of the markets served and the availability of
alternative advertising media in the market areas. Rates are
highest during the most desirable viewing hours (generally during
local news programming and prime time), with corresponding
reductions during other hours.
Most advertising contracts generally run only for a few weeks. A
large portion of the Company's revenues is generated from local and
regional advertising, which is sold primarily by sales personnel,
and the remainder of the advertising revenues represents national
advertising, which is sold by independent national advertising
sales representatives. The Company generally pays commissions to
advertising agencies for local/regional and national advertising,
to the national sales representative for national advertising and
to the Company's sales representatives for local/regional
advertising.
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 Company's operating expenses are spread evenly throughout the
year so that the fluctuation in operating results is generally
related to the fluctuation in the revenue cycle. In addition,
advertising revenues are generally higher during election years due
to spending by political candidates, which is typically heaviest
during the Company's
26
first fiscal quarter. Years in which Olympic Games are held also
cause cyclical fluctuation in operating results depending on which
television network is carrying Olympic coverage.
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 markets in
which the Company's stations operate. For Fiscal 1995 and 1996,
WJLA accounted for more than 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.
ANNISTON LMA, ANNISTON OPTION AND ACQUISITIONS
On December 29, 1995, the Company, through an 80%-owned
subsidiary, entered into the ten-year Anniston LMA with RKZ,
which owns WJSU, a television station currently operating in
Anniston, Alabama. The Anniston LMA provides for the Company to
supply program services to WJSU, to operate the station and to
retain all revenues from advertising sales. In exchange, the
Company pays all station operating expenses and certain management
fees to RKZ. The operating revenues and expenses of WJSU are
therefore included in the Company's consolidated financial
statements since December 29, 1995. The RLA Revocable Trust,
created for the benefit of Robert Allbritton, owns the remaining
20% interest in the subsidiary which holds the Anniston LMA.
Robert Allbritton is a director and officer of the Company and is
the son of Joe L. Allbritton.
In connection with the Anniston LMA, the Company entered into the
Anniston Option to acquire the assets of WJSU. The Company paid
$10,000,000 for the Anniston Option which is exercisable over a
ten-year period for an additional $2,000,000 upon a change in
current regulations or a waiver permitting common ownership of WCFT
and WJSU. The Anniston Option also requires additional
consideration of up to $6,700,000 upon the occurrence of certain
specified events. On December 16, 1996, regulatory approval was received to
move WJSU's tower to a new location which satisfied the contingent
consideration requirement. Accordingly, the Company is required to pay
additional consideration for the Anniston Option of $5,348,000 in January 1997
and $1,337,000 upon exercise of the Anniston Option.
In March 1996, the Company acquired an 80% interest in the assets
and certain liabilities of WHTM and WCFT for approximately
$115,475,000 and $20,182,000, respectively (the "Acquisitions").
The Acquisitions were accounted for as purchases and accordingly,
the cost of the acquired entities was assigned to the identifiable
tangible and intangible assets acquired and liabilities assumed
based on their fair values at the respective dates of the
purchases. The results of operations of WHTM and WCFT are included
for the period subsequent to the acquisitions. The RLA Revocable
Trust owns the remaining 20% interest in the net assets of WHTM and
WCFT.
27
References to the "New Stations" in Management's Discussion and
Analysis of Financial Condition and Results of Operations are to WHTM,
WCFT and WJSU as operated under the Anniston LMA.
FINANCING
On February 6, 1996, the Company completed the offering of its
$275,000,000 9.75% Senior Subordinated Debentures due 2007 (the
"9.75% Debentures"), issued at a discount of $1,375,000. Principal
is payable at maturity. The proceeds from the offering of the
9.75% Debentures were used to finance the acquisitions of WHTM and
WCFT for $135,657,000, acquire the Anniston Option for $10,000,000,
repay approximately $74,704,000 of debt which was outstanding under
senior secured promissory notes and other credit agreements, and
pay a related prepayment penalty of $12,934,000, incurring a
related loss, net of income tax benefit, of $7,750,000 on the early
repayment. Additionally, in connection with the Contribution, the
Company made a cash advance of $6,600,000 to Westfield, an
affiliate, to repay certain indebtedness of which WSET was a
guarantor. The remaining net proceeds were retained by the Company
for working capital and general corporate purposes.
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,
1994 1995 1996
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
(DOLLARS IN THOUSANDS)
Local/regional $59,729 46.2% $67,228 47.3% $77,248 48.0%
National 56,122 43.5% 59,930 42.2% 64,277 40.0%
Network
compensation 2,621 2.0% 2,623 1.9% 5,443 3.4%
Political 3,408 2.6% 3,320 2.3% 3,160 2.0%
Trade and barter 5,519 4.3% 5,897 4.2% 7,119 4.4%
Other revenues 1,745 1.4% 3,022 2.1% 3,489 2.2%
------ ---- ------ ---- ------ ----
Broadcast
revenues 129,144 100.0% 142,020 100.0% 160,736 100.0%
====== ====== ======
Fees (3,976) (4,789) (5,541)
-------- -------- --------
Broadcast revenue, net
of fees 125,168 137,231 155,195
Non-broadcast
revenues 662 920 378
------- ------- -------
Total operating
revenues, net $125,830 $138,151 $155,573
======== ======== ========
28
__________
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 receipts from tower rental, production
of commercials and revenue from the ARSN (primarily in Fiscal 1995 and 1996).
Represents fees paid to national sales representatives and fees paid for music licenses.
Represents revenues from program syndication sales and other miscellaneous non-broadcast
revenues.
Local/regional and national advertising constitute the Company's
largest categories of operating revenues, collectively representing
almost 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 9.1%, 12.6% and 14.9% in Fiscal
1994, 1995 and 1996, respectively; and national advertising
revenues increased 18.4%, 6.8% and 7.3% during the same respective
periods. 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.
The Company's largest category of advertiser for Fiscal 1995 and
1996 was automotive, accounting for 23.8% and 24.9% of total
broadcast revenues, respectively. No individual advertiser
accounted for more than 5.0% of the Company's broadcast revenues in
Fiscal 1995 and 1996.
29
RESULTS OF OPERATIONS-FISCAL 1995 COMPARED TO FISCAL 1996
Set forth below are selected consolidated financial data for
Fiscal 1995 and 1996, respectively, and the percentage change
between the years.
FISCAL YEAR ENDED SEPTEMBER 30,
Percentage
1995 1996 Change
------ ------ ----------
(DOLLARS IN THOUSANDS)
Operating revenues, net $138,151 $155,573 12.6%
Total operating expense 83,704 107,689 28.7%
Operating income 54,447 47,884 (12.1)%
Nonoperating expenses, net 20,603 33,079 60.6%
Income taxes 13,935 7,812 (43.9)%
Income before extraordinary item 19,909 8,293 (58.3)%
Extraordinary item, net of income tax benefit -- 7,750 --
Net income 19,909 543 (97.3)%
NET OPERATING REVENUES
Net operating revenues for Fiscal 1996 totaled $155,573,000, an
increase of $17,422,000, or 12.6%, as compared to Fiscal 1995. The
New Stations accounted for $14,916,000, or 85.6%, of the increase.
The increase was primarily due to a $14,367,000 or 11.3% increase
in local/regional and national advertising and a $2,820,000, or
107.5% increase in network compensation compared to Fiscal 1995.
The increase in local/regional advertising revenue of $10,020,000,
or 14.9%, over the Fiscal 1995 level is largely attributable to
$8,035,000 of local/regional advertising revenue generated by the
New Stations, coupled with increased local/regional advertising
revenue principally in the Little Rock, Tulsa and Charleston
markets which management attributes to an increase in total market
revenues and to certain changes in the competitive environment
including, in Charleston, advertising revenue increases from strong
NBC prime time ratings and the summer Olympics.
The increase in national advertising revenue of $4,347,000, or
7.3%, over the Fiscal 1995 level is largely attributable to
$5,525,000 of national advertising generated by the New Stations,
offset principally by a weakening of the Washington, D.C. market for
30
national advertisers. Management believes that the market for
national spot revenue in Washington, D.C. will improve slightly in
Fiscal 1997 as a result of an improved economic environment and
maintenance of WJLA's market share of national spot revenues,
although there can be no assurance that this will be the case.
Increased network compensation revenue of $2,820,000, or 107.5%,
over the Fiscal 1995 level is primarily attributable to a new ten-
year affiliation agreement with ABC effective April 1996, with certain
increases retroactive to August 1995. The new network compensation
agreement will increase annual network compensation by approximately
$2,200,000 from the Fiscal 1995 level. This new compensation agreement,
and to a lesser extent the incremental network compensation attributable
to the New Stations, accounts for the increase in the Fiscal 1996 network
compensation.
TOTAL OPERATING EXPENSES
Total operating expenses in Fiscal 1996 were $107,689,000, an
increase of $23,985,000 or 28.7%, when compared to total operating
expenses of $83,704,000 in Fiscal 1995. Operating expenses,
excluding the New Stations, increased 9.0% from Fiscal 1995.
Television operating expenses (before depreciation, amortization
and corporate expenses) totaled $92,320,000 in Fiscal 1996, an
increase of $17,121,000, or 22.8%, when compared to television
operating expenses of $75,199,000 in Fiscal 1995. Television
operating expenses of the New Stations accounted for approximately
63.4% of the increase. The remaining increase in television
operating expenses was due to increases in programming and news
expenses. The increase in programming expense relates primarily to
an increase in programming costs from the renewal of certain long-
term program contracts primarily at WJLA, KATV and WSET. The
increase in news expense was primarily due to increased staffing
and other news related expenses such as research and set design.
WJLA accounted for a majority of the programming and news expense
increase. The Fiscal 1996 programming and local news expense
trends are consistent with the Company's operating strategy which
emphasizes local news leadership in each of its markets and the
airing of high-quality non-network programming to fill those
periods of the broadcast day not programmed by the network. The
operating strategy as implemented in 1996 is reflected in the
establishment of a news bureau in York, Pennsylvania to expand the
WHTM news coverage and the hiring of well-known news personalities
in the Birmingham market.
Depreciation and amortization expense of $10,257,000 in Fiscal
1996 increased $5,505,000 or 115.8%, from $4,752,000 in Fiscal 1995
primarily as a result of the increased level of depreciable assets
and intangible assets resulting principally from the acquisitions
of WHTM and WCFT, the Anniston Option and capital equipment and
leasehold improvements associated with the new studio in Birmingham
and transmission facilities in Tuscaloosa.
31
Corporate expenses were $5,112,000 in Fiscal 1996, an increase of
$1,359,000, or 36.2%, compared to $3,753,000 in Fiscal 1995. The
increase was due to increases in various expenses including
compensation, consulting, audit and charitable contributions.
OPERATING INCOME
For Fiscal 1996, operating income of $47,884,000 decreased by
$6,563,000, or 12.1%, compared to operating income of $54,447,000
in Fiscal 1995. The decrease is due to increased revenue from the
existing stations and the New Stations offset by increased
operating, depreciation, amortization and Corporate expenses, as
discussed above.
NONOPERATING EXPENSES, NET
Interest expense of $35,222,000 for Fiscal 1996 increased by
$12,514,000, or 55.1% from $22,708,000 in Fiscal 1995. The
increase is attributable to increased interest expense from the
issuance of $275,000,000 of the 9.75% Debentures together with
higher average working capital debt balances and interest rates
during the first two quarters of Fiscal 1996 compared to the same
periods in the prior year. The average amount of debt outstanding
and the average interest rate on such debt for Fiscal 1996 and 1995
approximated $324,824,000 and 10.5%, and $200,176,000 and 11.2%,
respectively.
Interest income of $3,244,000 in Fiscal 1996 increased $906,000,
or 38.8% as compared to interest income of $2,338,000 in Fiscal
1995. The increase was primarily due to investment interest earned
from investing excess proceeds from the sale of the 9.75%
Debentures.
INCOME TAXES
Income taxes in Fiscal 1996 of $7,812,000 decreased by $6,123,000,
or 43.9%, when compared to income taxes of $13,935,000 in Fiscal
1995. The decrease in income taxes is principally attributable to
a decrease in income before taxes of $19,039,000.
EXTRAORDINARY LOSS ON EARLY REPAYMENT OF DEBT
During Fiscal 1996, the Company incurred an extraordinary loss of
$7,750,000, net of income tax benefit, due to a prepayment penalty
of $12,934,000 in conjunction with the early repayment of
$63,500,000 of debt.
32
NET INCOME
Net income for Fiscal 1996 of $543,000 decreased by $19,366,000,
or 97.3%, when compared to net income of $19,909,000 in Fiscal
1995. The decrease in net income is attributed primarily to a
decrease in income from operations of $6,563,000, an increase in
interest expense of $12,514,000, an increase in interest income of
$906,000, a decrease in income taxes of $6,123,000, and the
extraordinary charge for early repayment of debt, net of tax benefit, of
$7,750,000. Income before extraordinary loss in Fiscal 1996 was $8,293,000, a
decrease of $11,616,000, or 58.3%, as compared to Fiscal 1995.
UNAUDITED PRO FORMA RESULTS OF OPERATIONS
The following reflects the unaudited pro forma consolidated
results of operations as if the offering of the $275,000,000 9.75%
Debentures and the application of net proceeds (including the
Acquisitions and Anniston LMA) had occurred at the beginning of the
respective periods.
FISCAL YEAR ENDED SEPTEMBER 30,
(UNAUDITED)
(DOLLARS IN THOUSANDS)
--------------------------------
1995 1996 Percentage
Change
(DOLLARS IN THOUSANDS)
Operating revenues, net $162,300 $164,933 1.6%
Total operating expense 105,818 116,774 10.4%
Operating income 56,483 48,159 (14.7)%
Income taxes 8,146 5,717 (29.8)%
Income before extraordinary item 9,679 4,204 (56.6)%
Net income (loss) 1,929 (3,546) (283.8)%
Assuming that the offering of the 9.75% Debentures and the
application of net proceeds thereof occurred at the beginning of
Fiscal 1995 and 1996, respectively, net operating revenues for
Fiscal 1996 stated on an unaudited pro forma basis would have
totaled $164,933,000, an increase of $2,633,000, or 1.6%, as
compared to Fiscal 1995 on an unaudited pro forma basis. This
increase is attributable to a $2,506,000, or 1.8% increase in net
operating revenue excluding the New Stations and a $126,000, or .5%
increase in operating revenue from the New Stations. Total
operating expenses for Fiscal 1996 stated on an unaudited pro forma
basis totaled $116,774,000, an increase of $10,956,000, or 10.4%,
over the unaudited pro forma Fiscal 1995 level. This
33
increase is directly attributable to the increased operating expenses of
$7,557,000, or 9.0%, excluding the New Stations and $3,399,000, or
15.4%, for the New Stations. The increase in operating expenses is
principally due to increases in programming costs, salaries and
wages, news research costs, set design costs, consulting and
charitable contributions at existing stations as well as costs associated
with implementing the Company's operating strategy related to the Anniston
LMA and the Acquisitions. Increases in operating expenses at the New Stations
related primarily to salaries and wages of new employees hired and other costs
associated with establishing and operating the new Birmingham facility.
Operating income for Fiscal 1996, stated on an unaudited pro forma
basis, totaled $48,159,000, a decrease of $8,324,000, or 14.7%,
compared to Fiscal 1995 stated on an unaudited pro forma basis.
The decrease in operating income is attributable to the factors
causing the increase in unaudited pro forma operating revenues and
expenses as previously discussed. The net loss for Fiscal 1996
stated on an unaudited pro forma basis was $3,546,000, a decrease
of $5,475,000, or 283.8% as compared to Fiscal 1995 stated on an
unaudited pro forma basis. The decrease is principally
attributable to the factors discussed above.
BALANCE SHEET
Significant balance sheet fluctuations from September 30, 1995 to
September 30, 1996 consist of increased cash and cash equivalents,
accounts receivable, program rights, program rights payable,
property, plant and equipment, intangible assets, deferred
financing costs, accounts payable, accrued expenses, accrued
interest payable, and long-term debt, offset by decreases in
current notes payable. The increases in program rights and program
rights payable are the result of new program rights and program
contracts assumed in the Acquisitions. Distributions to owners
increased due primarily to cash advances made during Fiscal 1996
offset by an $18,371,000 noncash dividend declared by WSET and
WCIV. The other changes are primarily the result of the
Acquisitions, the $275,000,000 offering of the 9.75% Debentures,
and new capital leases to fund capital expenditures, primarily in
Birmingham, Alabama.
34
RESULTS OF OPERATIONS--FISCAL 1995 COMPARED TO FISCAL 1994
Set forth below are selected consolidated financial data for
Fiscal 1995 and 1994, respectively, and the percentage change
between the years.
FISCAL YEAR ENDED SEPTEMBER 30,
Percentage
1994 1995 Change
(DOLLARS IN THOUSANDS)
Operating revenues, net $125,830 $138,151 9.8%
Total operating expenses 77,117 83,704 8.5%
Operating income 48,713 54,447 11.8%
Nonoperating expenses, net 18,781 20,603 9.7%
Income taxes 12,572 13,935 10.8%
Net income 20,510 19,909 (2.9%)
38
NET OPERATING REVENUES
Net operating revenues for Fiscal 1995 totaled $138,151,000, an
increase of $12,321,000, or 9.8%, as compared to Fiscal 1994. The
increase was due primarily to benefits from attracting new viewers
and advertisers to local news programming and taking advantage of
local sports opportunities.
The Company continued its history of strong local news programming
by adding a weekday noon newscast at WSET, redesigning WJLA's news
set, music and graphics, and focusing on attracting viewers from
the stations' surrounding communities by spotlighting such
communities during the local news.
During the past several years, the Company has taken advantage of
several local sports opportunities, primarily by obtaining the
rights to broadcast preseason Washington Redskins games for WJLA
and by producing related programming. Additionally, KATV launched
ARSN in the fourth quarter of Fiscal 1994 and has the exclusive
rights to deliver University of Arkansas basketball and football
games on television, radio, pay-per-view and home video. As these
broadcasts generally command higher spot rates than the alternative
programming, the Fiscal 1995 increase in the number of such sports
broadcasts contributed to the increase in revenue and net operating
revenues.
The Company focused on generating new local business in Fiscal
1995 through sales incentives as well as community involvement.
Several stations offered incentive trips during the year to
customers who increased their spending with the station by a
certain
35
amount. Additionally, several stations participated in
community campaigns and events for which the Company obtained
corporate sponsorships and sold advertising packages.
The increase in local/regional revenue and the increase in other
broadcasting revenue, as discussed above, accounted for the
majority of the total increase in net operating revenues during
Fiscal 1995.
TOTAL OPERATING EXPENSES
Total operating expenses for Fiscal 1995 were $83,704,000, an
increase of $6,587,000, or 8.5%, when compared to total operating
expenses of $77,117,000 for Fiscal 1994. Television operating
expenses (before depreciation, amortization and corporate expenses)
totaled $75,199,000 for Fiscal 1995, an increase of $7,454,000, or
11.0%, when compared to television operating expenses of
$67,745,000 for Fiscal 1994. The increase in such expenses is due
primarily to increases in sales, programming and news expenditures.
Sales expense increased $2,429,000, principally as a result of the
cost of rights and related expenses associated with the ARSN which
began operations during the fourth quarter of Fiscal 1994, higher
compensation expense and incentive trip promotion expenses at WJLA.
Programming expenses increased by $1,764,000 in Fiscal 1995 over
Fiscal 1994, related primarily to the rights fees for special event
programming at WJLA and increased program amortization expense
based on increased costs of programming contracts. News expenses
increased by $2,354,000, which is attributable primarily to increased
staffing costs at all stations.
Depreciation and amortization expense of $4,752,000 in Fiscal 1995
decreased $370,000, or 7.2%, from $5,122,000 in Fiscal 1994 as
certain assets became fully depreciated.
Corporate expenses were $3,753,000 in Fiscal 1995, a decrease of
$497,000, or 11.7%, compared to $4,250,000 in Fiscal 1994. The
decrease is due primarily to decreased corporate employee
compensation of $400,000 and management fees of $200,000 paid to
Joe L. Allbritton. Such costs were higher in Fiscal 1994 due to
management bonuses which were tied to certain operating results
achieved during the prior year.
OPERATING INCOME
For Fiscal 1995, the Company's operating income of $54,447,000
increased by $5,734,000, or 11.8%, compared to operating income of
$48,713,000 in Fiscal 1994. This variance is attributable to
increased operating revenues and related increases in television
operating expenses, offset by decreases in depreciation and
amortization and corporate expenses.
36
NONOPERATING EXPENSES, NET
Interest expense of $22,708,000 for Fiscal 1995 increased by
approximately $405,000, or 1.8%, from $22,303,000 in Fiscal 1994,
due primarily to a higher level of interest rates and the length of
time debt was outstanding under the Company's revolving credit
working capital facility over the prior year. The average amount of
debt outstanding and average interest rate on such debt for Fiscal
1995 and 1994 approximated $200,176,000 and 11.2%, and $198,998,000
and 11.2%, respectively. A $1,464,000 decline in other nonoperating
income in Fiscal 1995 primarily reflects the impact in Fiscal 1994
of a $1,766,000 gain on the excess of insurance proceeds over the
carrying value of assets which were destroyed in an April 1994 fire
at KATV.
INCOME TAXES
The provision for income taxes for Fiscal 1995 totaled
$13,935,000, an increase of $1,363,000, or 10.8%, when compared to
the provision for income taxes of $12,572,000 in Fiscal 1994. The
increase is principally attributable to the $3,911,000, or 13.1%,
increase in income before income taxes, extraordinary items and
cumulative effect of changes in accounting as well as the impact of
state operating loss carryforwards in Fiscal 1994 that did not occur
in Fiscal 1995. The effective income tax rate of 41.2% for Fiscal
1995 was comparable to an effective income tax rate of 42.0% for Fiscal 1994.
NET INCOME
Net income for Fiscal 1995 of $19,909,000 decreased by $601,000,
or 2.9%, when compared to net income of $20,510,000 in Fiscal 1994.
The decrease was primarily due to the $3,150,000 cumulative effect
in Fiscal 1994 of the change in accounting for income taxes in
accordance with SFAS No. 109, offset by a $2,549,000 increase in
income before extraordinary items and cumulative effect of changes
in accounting for income taxes during Fiscal 1995.
BALANCE SHEET
Significant balance sheet fluctuations from September 30, 1994 to
September 30, 1995 consisted of increased accounts receivable and
program rights as well as new obligations under capital leases.
Accounts receivable increased $3,811,000, or 16.8%, as a result of
increased revenue from September 30, 1994 to September 30, 1995.
Program rights and the related program rights payable balances
increased from September 30, 1994 to September 30, 1995 primarily
due to the rising costs of programming as discussed above. ACC
entered into a capital lease facility during Fiscal 1995 and used
$1,127,000 under such facility to acquire certain operating
equipment at WJLA and KATV.
37
LIQUIDITY AND CAPITAL RESOURCES
CASH PROVIDED BY OPERATIONS
Cash and cash equivalents increased $8,292,000 from September 30,
1995 to September 30, 1996, principally from net cash provided by
operations of $28,370,000, proceeds from the issuance of debt of
$285,725,000, offset by net capital expenditures of $20,838,000,
the amounts paid for the Acquisitions and the Anniston Option of
$145,657,000, deferred financing costs of $7,605,000, a prepayment
penalty on early repayment of debt of $12,934,000, repayment of
debt of $85,365,000 and net distributions to owners of $34,611,000.
Cash provided by operations was primarily a result of net income
plus depreciation and amortization of $10,257,000, an extraordinary
loss on early repayment of debt (net of tax benefit) of $7,750,000
and by other changes in assets and liabilities, primarily an
increase in accounts payable, accrued interest payable and program
rights payable. Depreciation and amortization, program rights
payable, and accounts payable increased primarily due to the
Acquisitions. The increase in accrued interest payable is
principally due to the higher debt balance resulting from the
issuance of the $275,000,000 9.75% Debentures during Fiscal 1996.
Cash and cash equivalents increased $1,053,000 from September 30,
1994 to September 30, 1995, principally from net cash provided by
operations of $22,145,000 and a $500,000 increase in borrowings under a
revolving line of credit, offset by net capital expenditures of $2,543,000,
net distributions to owners of $16,780,000 and principal payments on long-term
debt of $2,222,000. Cash provided by operations was primarily a result of net
income plus depreciation and amortization, which totaled $24,661,000, offset
by other changes in assets and liabilities, primarily an increase in net
accounts receivable of $3,811,000 and an increase in program rights payable
of $3,718,000. Accounts receivable increased as a result of
increased revenues during Fiscal 1995, and program rights and
related program rights payable increased during Fiscal 1995,
primarily due to rising programming costs.
DISTRIBUTIONS TO RELATED PARTIES
The Company periodically makes advances in the form of
distributions to Perpetual. Prior to the Contribution, WSET and WCIV made cash
advances to Westfield. For Fiscal 1994, 1995 and 1996, the Company
made cash advances net of repayments to these related parties of
$29,956,000, $28,711,000 and $39,883,000, respectively. In
addition, during Fiscal 1994, 1995 and 1996, ACC was charged for
federal income taxes by Perpetual and Westfield and distributed
certain tax benefits to Westfield totalling $10,814,000,
$11,931,000 and $837,000, respectively. As a result, net cash
distributions, tax charges and tax benefits distributed during such
periods were $19,141,000, $16,780,000 and $39,046,000,
respectively. The advances to related parties are non-interest
bearing and, as such, do not reflect market rates of interest-
bearing loans to unaffiliated third parties.
38
In conjunction with the Contribution, WSET and WCIV declared non-
cash dividends to Westfield totaling $18,371,000. Such dividends
represented the cumulative net advances made to Westfield by WSET
and WCIV as of the date of the Contribution.
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.
Stockholders' deficit was $172,392,000 at September 30, 1996, an
increase of $38,513,000 from the September 30, 1995 deficit. The
increase is due to net income of $543,000, offset by the net change
in distributions to owners of $20,675,000 which is comprised of net
distributions of $39,046,000 offset by non-cash dividends of
$18,371,000. Stockholder's deficit amounted to $133,879,000 at
September 30, 1995, a decrease of $3,082,000 from the September 30,
1994 deficit. The decrease is principally due to net income of
$19,909,000, offset by the net change in distributions to owners of
$16,780,000.
During Fiscal 1991, ACC made a $20,000,000, 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 $20,000,000 note receivable
from Allnewsco is payable in annual principal installments of $2,225,000
commencing January 11, 1997 through January 11, 2004, with a final
payment of $2,200,000 on January 11, 2005. The Company and Allnewsco
currently intend to defer the January 1997 repayment on terms to be
established. Interest payments on the loan have been made, and 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 such
payments will be funded in a similar manner for the foreseeable
future. However, there can be no assurance that Allnewsco will
continue to 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.
SALE OF THE DEBENTURES, ACQUISITIONS, ANNISTON LMA, AND ANNISTON
OPTION
On February 6, 1996, the Company completed the offering of its
$275,000,000 9.75% Debentures issued at a discount of $1,375,000.
Principal is payable at maturity. The proceeds from the offering of the
9.75% Debentures were used to finance the acquisitions of WHTM and WCFT
for $135,657,000, acquire the Anniston Option for $10,000,000, prepay
approximately $74,704,000 of debt which was outstanding under senior secured
promissory notes and other credit agreements, and pay a related
39
prepayment penalty of $12,934,000, incurring a related loss, net of
income tax benefit, of $7,750,000 on the early repayment.
Additionally, in connection with the Contribution, the Company made
a cash advance of $6,600,000 to Westfield, an affiliate, to repay
certain indebtedness of which WSET was a guarantor. The remaining
net proceeds were retained by the Company for working capital and
general corporate purposes.
INDEBTEDNESS
The Company's total debt, including the current portion of long-
term debt, increased from $198,919,000 at September 30, 1995 to
$402,993,000 at September 30, 1996. This debt, net of applicable
discounts, consists of $122,725,000 of the 11.5% Debentures, $273,702,000
of the 9.75% Debentures, $4,466,000 of capital lease obligations, and
$2,100,000 under a revolving credit agreement. On May 7, 1996, the Company
purchased $2,000,000 of the 11.5% Debentures at a price of $2,078,000. The
acquisition of such debentures has been reflected in the Company's
Consolidated Financial Statements as a reduction of long-term debt.
The Company borrowed $2,100,000 under a revolving credit agreement
to fund this transaction. ACC's $40,000,000 revolving credit
agreement is secured by the pledge of the stock of ACC and its
subsidiaries and matures April 16, 2001.
Under the existing borrowing agreements, the Company agrees to
abide by restrictive covenants that place limitations upon payments
of cash dividends, issuance of capital stock, investment
transactions, incurrence of additional obligations and transactions
with Perpetual and other related parties. In addition, the Company
must maintain specified levels of operating cash flow and/or working
capital and comply with other financial covenants.
OTHER USES OF CASH
During Fiscal 1994, 1995 and 1996 ACC invested $3,264,000,
$2,777,000 and $20,838,000, respectively, in capital expenditures.
During Fiscal 1994, a fire at KATV resulted in the replacement of
equipment destroyed. This replacement equipment is included in
gross capital expenditures of $3,264,000 in Fiscal 1994. The
proceeds from disposal of assets of $1,843,000, which was
principally comprised of the insurance proceeds for the replacement
equipment, resulted in net capital expenditures for Fiscal 1994 of
$1,421,000. The increase in capital expenditures in Fiscal 1996 is
principally attributable to facility construction-in-process and
fixed asset additions in Alabama associated with the consolidation
of the operations of WCFT and WJSU. Capital expenditures in the
normal course of business are financed from cash flow from
operations or with capitalized leases and are primarily for the
acquisition of technical equipment and vehicles to support
operations. The Company anticipates that capital expenditures for
Fiscal 1997 will approximate $7,500,000. The source of funds for
these anticipated capital expenditures will be cash from operations
and capitalized leases. The Company has a $6,800,000 annually
renewable lease credit facility for the purpose of financing
capital expenditures under capitalized leases. The equipment under
lease is
40
at interest rates which vary according to the lessor's
cost of funds. This facility expires on June 10, 1997 and is
renewable annually on mutually satisfactory terms. ACC currently intends to
renew this facility. At September 30, 1996, $4,466,000 was outstanding under
this 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 1994, 1995 and 1996, the
Company made cash payments of approximately $11,089,000,
$14,012,000, and $15,670,000, respectively, for rights to
television programs. As of September 30, 1996, the Company had
commitments to acquire further program rights through September 30,
2002 and thereafter totaling $43,884,000 and anticipates cash
payments for program rights will approximate $16,000,000 per year
for the foreseeable future. The Company currently intends to fund
these commitments with cash from operations.
Based upon the Company's current level of operations, management
believes that available cash, together with the net proceeds from
the sale of the 9.75% Debentures and available borrowings under the
revolving credit agreement and lease credit facility, will be
adequate to meet ACC's anticipated future requirements for working
capital, capital expenditures and scheduled payments of interest on
its debt (including the 9.75% Debentures) for the next twelve months. The
Company anticipates that it may be required to refinance a portion of the
principal amount of the 11.5% Debentures prior to a mandatory sinking fund
payment due in 2003.
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.
Under the tax sharing agreement, the taxable income of ACC and its
subsidiaries is not reduced by losses generated in prior years by
the Company. In addition, the amount payable by the Company to
Perpetual under the tax sharing agreement is not reduced if losses
of other members of the Perpetual group are utilized to offset
taxable income of the Company for purposes of the consolidated
federal income tax return.
Prior to the Contribution, the operations of WSET and WCIV were
included in a consolidated federal income tax return filed by
Westfield, an affiliate of the Company which is 100% owned by Mr.
Joe L. Allbritton. In accordance with the terms of tax sharing
agreements between Westfield and WSET and WCIV, federal income tax
liabilities of WSET and WCIV were paid to Westfield and were
computed based upon statutory federal income tax rates applied to
the entity's taxable income. For periods subsequent to the
Contribution, the operations of WSET and WCIV are included in the
41
consolidated federal income tax return filed by Perpetual in
accordance with the tax sharing agreement between the Company and
Perpetual.
A District of Columbia income tax return is filed by the Company
and separate state income tax returns are filed by the Company's
subsidiaries, except for WSET. The operations of WSET are included
in a combined state return with other affiliates. WSET's state
income tax liability is not reduced if losses of the affiliates are
used to offset the taxable income of WSET for purposes of the
combined state income tax return.
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 and prior to the Contribution, Westfield,
allocated a portion of their respective 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.
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.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS
See Index on p. F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
42
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 71 Chairman and Director
Barbara B. Allbritton 59 Vice President and Director
Lawrence I. Hebert 50 President, Vice Chairman and
Director
Robert L. Allbritton 27 Executive Vice President, Chief
Operating Officer and Director
Frederick J. Ryan, Jr. 41 Senior Vice President, Vice
Chairman and Director
Jerald N. Fritz 45 Vice President, Legal and
Strategic Affairs, General
Counsel
Henry D. Morneault 46 Vice President and Chief
Financial Officer
Ray P. Grimes II 47 Vice President Broadcast
Operations, Deputy Chief
Operating Officer
JOE L. ALLBRITTON is the founder of ACC and has been Chairman of
the Board of Directors since its inception. In addition to his
position with ACC, Mr. Allbritton has served as Chairman of the
Board of Riggs National Corporation ("Riggs") (owner of banking
operations in Washington, D.C., Maryland, Virginia, Florida and
internationally) from 1981 to the present; Chairman of the Board of
The Riggs National Bank of Washington, D.C. ("Riggs Bank") since
1983 and its Chief Executive Officer since 1982; Director of Riggs
AP Bank since 1984 and its Chairman of the Board since 1992;
Chairman of the Board and owner since 1958 of Perpetual (owner of
ACC and 80% owner through Allnewsco of NewsChannel 8, a Virginia-
based cable programming service); Chairman of Allnewsco since its
inception in 1990; Chairman of the Board and owner since 1988 of
Westfield; Chairman of the Board of KATV and KTUL since 1983;
Chairman of the Board of WSET and WCIV since 1974; Chairman of the
Board of 78 inc., Allfinco, Harrisburg TV and TV Alabama since
1995; Chairman of the Board of AGI and Allbritton Jacksonville,
Inc. ("AJI") since 1996; Chairman of the Board and owner of
University Bancshares, Inc. since 1975; and a Trustee and President
of the Allbritton Foundation since 1971. Mr. Allbritton is the
husband of Barbara B. Allbritton and father of Robert L.
Allbritton.
BARBARA B. ALLBRITTON has been a Director of ACC since its
inception and one of its Vice Presidents since 1980. In addition to
her position with ACC, Mrs. Allbritton has been a Director of Riggs
since 1991; a Director of University State Bank (Texas bank) since
1982; a Director and Vice President of WCIV since 1976; a Director
and Vice President of WSET since 1976; a Vice President and
Director of Perpetual since 1978; a Director of Allnewsco since 1990;
a Trustee and Vice President of the Allbritton
43
Foundation since 1971; a Director of Allfinco, 78 inc., Harrisburg TV and TV
Alabama since 1995; a Director of KATV and KTUL since 1983; 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.
LAWRENCE I. HEBERT has been Vice Chairman of the Board of ACC
since 1983, its President since 1984 and a Director of ACC since
1981; a Director of KATV and KTUL since 1983; a Director of
Perpetual since 1980 and its President since 1981; President of
Westfield since 1988; President and a Director of Westfield News
Publishing, Inc. since 1991; a Director of WCIV and WSET since
1982; a Director of Allnewsco since 1989; President and a Director
of ATP since 1989; a Vice President and a Director of Allfinco and
78 inc. since 1995; and a Director of Harrisburg TV and TV Alabama
since 1995. He has been President and a Director of AGI and a
Director of AJI since 1996. In addition, Mr. Hebert has been Vice
Chairman of the Board of Riggs from 1988 to 1993, a Director of
Riggs since 1988; a Director of Riggs AP Bank since 1987; Vice
President, University Bancshares, Inc. since 1975; and a Director
of Allied Capital II Corporation (venture capital fund) since 1989.
ROBERT L. ALLBRITTON has been Executive Vice President and Chief
Operating Officer of ACC since 1994 and a member of the Board of
Directors since 1993. He has been a Director of Allnewsco since
1992; a Director of Riggs Bank and the Riggs AP Bank since 1994; a
Director of University Bancshares, Inc. since 1992; and a Trustee
and Vice President of the Allbritton Foundation since 1992. He is
a Director of Perpetual; a Director of 78 inc. since 1995 and
President since 1996; President and Director of Allfinco and
Harrisburg TV since 1995; Vice President and a Director of TV
Alabama since 1995; and a Vice President and a Director of AGI and
President and a Director of AJI since 1996. He is the son of Joe L.
and Barbara B. Allbritton.
FREDERICK J. RYAN, JR. has been Vice Chairman, Senior Vice
President and a Director of ACC since January 1995. He also serves
as Chairman of the ACC Acquisitions Committee. He has been Vice
President of Perpetual and Florida Television, Inc. since 1996. He
previously served as Chief of Staff to former President Ronald
Reagan (1989-95) and Assistant to the President in the White House
(1982-89). 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 a Director of Ford's Theatre, Vice
Chairman of the Ronald Reagan Presidential Library Foundation and
Trustee of Ronald Reagan Institute of Emergency Medicine at George
Washington University. Mr. Ryan is a member of the Board of
Consultants for Riggs Bank and a Director of Riggs AP Bank in
London since 1996.
JERALD N. FRITZ has been a Vice President of ACC since 1987,
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 1988, a Vice President of Allnewsco since
1989 and a Vice President of 78 inc. and Allfinco since 1995. He
has been a Vice President of AGI since 1996. From 1981 to 1987, Mr.
Fritz held several positions with the FCC, including Chief of Staff,
Legal Counsel to the
44
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.
HENRY D. MORNEAULT has served as Chief Financial Officer of ACC
since September 1994, and prior to this appointment, served as
ACC's Vice President-Finance from the time he joined ACC in 1992.
He is also Vice President of AJI. Prior to joining ACC, Mr.
Morneault was a Vice President with Chemical Bank specializing in
media corporate finance. Mr. Morneault had been associated with
Chemical Bank since 1979 and founded and managed its Broadcast and
Cable Industries Group.
RAY P. GRIMES II has been with ACC since September 1993. He was
Director of Cable Enterprises/New Business Development for ACC
until April 1995 when he became Vice President of Broadcast
Operations and Deputy Chief Operating Officer. He also served as
the Acting General Manager for WJLA from December 1994 until March
1995. Since 1995 he has been a Vice President of Harrisburg TV and
TV Alabama. Prior to joining ACC, Mr. Grimes was associated with
United Cable/United Artist/TCI Cable from 1988 through 1993.
45
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 1996 and 1995:
Summary Compensation Table
-------------------------------
Other
Name and Fiscal Annual All Other
Principal Position Year Salary Bonus Compensation Compensation
Joe L. Allbritton 1996 $550,000 $ 82,900
Chairman 1995 550,000 104,800
Frederick J. Ryan 1996 150,000
Senior Vice President 1995 109,600 3,500
Jerald N. Fritz 1996 140,000 $50,000 5,300
Vice President, Legal 1995 128,600 50,000 3,800
and Strategic Affairs
49
Henry D. Morneault 1996 136,000 50,000 5,400
Chief Financial Officer 1995 126,000 50,000 2,900
Ray P. Grimes II 1996 185,000 30,000 $38,400 3,800
Deputy Chief Operating 1995 162,700 25,000 45,000 1,900
Officer
__________
Lawrence I. Hebert, President of ACC, and Robert L. Allbritton, Executive Vice President
and Chief Operating Officer of ACC, are paid cash compensation by Perpetual for services
to Perpetual and other interests of Joe L. Allbritton, including ACC. The allocated portion
of such compensation to ACC in each case is less than $100,000, and their compensation is,
therefore, not included herein.
Represents the imputed premium cost related to certain split dollar life insurance policies
on the life of Mr.Allbritton. The annual premiums on such policies are paid by ACC. Upon the
death of the insured, ACC will receive not less than the cash surrender value of the policies,
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 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. Accordingly, it is not possible to quantify the portion
of the additional compensation paid by Perpetual to Mr. Ryan attributable to his services to the Company.
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 $12,000 of Mr. Fritz's compensation in both Fiscal 1995 and 1996.
Henry D. Morneault is paid compensation by ACC for services to the Company and Perpetual. Perpetual has
reimbursedACC for $33,800 of Mr. Morneault's compensation in both Fiscal 1995 and 1996.
Represents in Fiscal 1996 the compensation related to a company provided automobile ($10,200), incentive
trip ($11,600) and country club fees ($16,600). In Fiscal 1995, represents commissions paid ($27,000)
and other miscellaneous items.
46
The Company does not have a Compensation Committee of its Board of
Directors. Compensation of executive officers is determined by Joe
L. Allbritton, Lawrence I. Hebert and Robert L. Allbritton.
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 owns 100% of the outstanding common stock of
Perpetual (the "Perpetual Common Stock"). Perpetual owns 100% of
the outstanding common stock of AGI and AGI owns 100% of the
outstanding ACC Common Stock. Perpetual, AGI and ACC each have
outstanding only one class of 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
for directors and all other matters submitted to a vote of ACC's
stockholder.
The Perpetual Common Stock held by Joe L. Allbritton has been
pledged to secure indebtedness owed by him under a loan agreement
with a commercial bank. Under the terms of such pledge the bank
may, among other things, upon the occurrence of an event of
default, sell the Perpetual Common Stock at a public or private
sale and may exercise all voting or consensual rights, subject to
any required approval of the FCC. This agreement with the bank
contains customary representations, warranties and default
provisions, including restrictions upon his right to sell the
Perpetual Common Stock and the right of Perpetual to sell the ACC
Common Stock through its ownership in AGI. Any such sale could constitute
a "Change of Control" under the Company's outstanding debentures.
47
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DISTRIBUTIONS TO RELATED PARTIES
The Company periodically makes advances in the form of
distributions to Perpetual. Prior to the Contribution WSET and WCIV made
cash advances to Westfield. For Fiscal 1996, the Company made cash advances
net of repayments to these related parties of $39,883,000. In addition, during
Fiscal 1996, ACC was charged for federal income taxes by Perpetual and
Westfield and distributed certain tax benefits to Westfield
totalling $837,000. As a result, net distributions, tax charges
and tax benefits distributed during Fiscal 1996 were $39,046,000.
The advances to related parties are non-interest bearing and, as
such, do not reflect market rates of interest-bearing loans to
unaffiliated third parties.
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, ACC made a $20,000,000, 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 $20,000,000 note receivable from
Allnewsco is payable in annual principal installments of $2,225,000
commencing January 11, 1997 through January 11, 2004, with a final
payment of $2,200,000 on January 11, 2005. The Company and Allnewsco
currently intend to defer the January 1997 repayment on terms to be
established. Interest is payable semi-annually. Interest payments on the
loan have been made, and the Company expects it will continue to receive such
payments on a current basis. To date, interest payments from Allnewsco to ACC
have been funded by advances from Perpetual to Allnewsco. The
Company anticipates that such payments will be funded in a similar
manner for the foreseeable future. However, there can be no
assurance that Allnewsco will continue to 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.
48
MANAGEMENT FEES
Management fees of $180,000 were paid to Perpetual by the Company
for Fiscal 1996. The Company also paid executive compensation in
the form of management fees to Joe L. Allbritton for Fiscal 1996 in
the amount of $550,000. The Company believes
52
that payments to Perpetual and Mr. Allbritton will continue in the
future. See "Management-Executive Compensation." Management
believes 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.
OTHER SERVICES
On July 1, 1995, 78, Inc., also a wholly-owned subsidiary of
Perpetual, was formed to provide sales, marketing and related
services to both the Company and Allnewsco. Certain employees of
the Company became employees of 78, Inc. The Company was charged
approximately $7,163,000 during the year ended September 30, 1996
for services provided by 78, Inc., which represents the Company's
share of 78, Inc.'s costs relating to the provision of such
services, determined based on the Company's usage of such services.
These costs are included in television operating expenses in the
consolidated statements of operations. Effective October 1, 1996,
the Company ceased utilizing 78, Inc. for the provision of these
services and re-established these functions internally. At
September 30, 1996, the Company recorded a $1,578,000 receivable
from 78, Inc. representing expenses paid on behalf of 78, Inc. by
the Company during the year. On December 20, 1996, this receivable was
fully repaid by 78, Inc.
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.
Under the tax sharing agreement, the taxable income of ACC and its
subsidiaries is not reduced by losses generated in prior years by
the Company. In addition, the amount payable by the Company to
Perpetual under the tax sharing agreement is not reduced if losses
of other members of the Perpetual group are utilized to offset
taxable income of the Company for purposes of the consolidated
federal income tax return.
Prior to the Contribution, the operations of WSET and WCIV were
included in a consolidated federal income tax return filed by
Westfield, an affiliate of the Company which is 100% owned by Mr.
Joe L. Allbritton. In accordance with the terms of tax sharing
agreements between Westfield and WSET and WCIV, federal income tax
liabilities of WSET and WCIV were paid to Westfield and were
computed based upon statutory federal income tax rates applied to
the entity's taxable income. For periods
49
subsequent to the Contribution, the operations of WSET and WCIV are
included in the consolidated federal income tax return filed by Perpetual in
accordance with the tax sharing agreement between the Company and
Perpetual.
A District of Columbia income tax return is filed by the Company,
and separate state income tax returns are filed by the Company's
subsidiaries, except for WSET. The operations of WSET are included
in a combined state return with other affiliates. WSET's state
income tax liability is not reduced if losses of the affiliates are
used to offset the taxable income of WSET for purposes of the
combined state income tax return.
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 and prior to the Contribution, Westfield,
allocated a portion of their respective 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.
LOCAL ADVERTISING REVENUES
WJLA received for Fiscal 1996 local advertising revenues from
Riggs Bank of approximately $148,000. Riggs Bank is a wholly owned
subsidiary of Riggs, approximately 34.9% of the common stock of which
is deemed to be beneficially owned by Riggs' Chairman, Joe L. Allbritton.
Management believes that the terms of the transactions are
substantially the same or at least as favorable to ACC as those
prevailing for comparable transactions with or involving
nonaffiliated companies. While it is expected that Riggs Bank will
continue to advertise on WJLA in the future, the amount of
advertising it may purchase is unknown.
OFFICE SPACE
ACC leases corporate headquarters space from Riggs Bank which owns
office buildings in Washington, D.C. During Fiscal 1996, ACC
incurred expenses to Riggs Bank of $192,000 for this space. ACC
expects to pay approximately $222,000 for such space during Fiscal
1997. Management believes the same terms and conditions would have
prevailed had they been negotiated with a nonaffiliated company.
50
CHARITABLE CONTRIBUTIONS
In Fiscal 1996, charitable contributions of $685,000 were paid to
the Allbritton Foundation by ACC. Contributions are also expected
to be made in Fiscal 1997, but in amounts not yet determined.
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 1996.
51
ALLBRITTON COMMUNICATIONS COMPANY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Accountants F-2
Consolidated Balance Sheets as of September 30, 1995 and 1996 F-3
Consolidated Statements of Operations and Retained Earnings
for the Years Ended September 30, 1994, 1995 and 1996 F-4
Consolidated Statements of Cash Flows for the Years Ended
September 30, 1994, 1995 and 1996 F-5
Notes to Consolidated Financial Statements F-6
Financial Statement Schedule for the Years Ended
September 30, 1994, 1995 and 1996
II- Valuation and Qualifying Accounts and Reserves F-20
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder
Allbritton Communications Company
In our opinion, the consolidated financial statements,
including the financial statement schedule, 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, 1995 and 1996, and the results of
their operations and their cash flows for each of the three years
in the period ended September 30, 1996, in conformity with
generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards
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 the opinion expressed above.
As discussed in Note 7 to the consolidated financial
statements, the Company changed its method of accounting for income
taxes on October 1, 1993.
/S/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Washington, D.C.
November 27, 1996, except as to Note 12
which is as of December 16, 1996
ALLBRITTON COMMUNICATIONS COMPANY
CONSOLIDATED BALANCE SHEETS
September 30,
1995 1996
ASSETS
Current assets
Cash and cash equivalents $ 3,815,952 $ 12,108,160
Accounts receivable, less allowance for doubtful accounts of
$1,068,151 and $1,384,899 26,551,962 29,219,270
Program rights 13,593,681 16,298,057
Deferred income taxes 1,221,651 1,473,106
Receivable from related party -- 1,577,577
Interest receivable from related party 491,556 491,556
Other 1,816,731 1,795,471
---------- ----------
Total current assets 47,491,533 62,963,197
Property, plant and equipment, net 21,910,903 52,332,961
Intangible assets, net 20,597,792 150,186,827
Deferred financing costs and other 4,296,476 11,780,278
Deferred income taxes 1,061,559 76,009
Cash surrender value of life insurance 3,332,772 3,786,719
Program rights 913,933 651,566
---------- -----------
$ 99,604,968 $ 281,777,557
============== =============
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDER'S
INVESTMENT
Current liabilities
Current portion of long-term debt $ 8,168,419 $ 806,380
Accounts payable 2,608,185 6,091,304
Accrued interest payable 4,474,850 10,724,124
Program rights payable 16,565,217 20,199,199
Accrued employee benefit expenses 2,156,487 3,042,958
Other accrued expenses 3,470,961 4,821,952
-------------- --------------
Total current liabilities 37,444,119 45,685,917
Long-term debt 190,750,951 402,186,918
Program rights payable 975,006 1,391,283
Deferred rent and other 2,482,815 3,199,567
Accrued employee benefit expenses 1,662,793 1,705,526
-------------- --------------
Total liabilities 233,315,684 454,169,211
-------------- --------------
Series A redeemable preferred stock, $1 par value, 200 shares authorized,
105 and no shares issued and outstanding; redemption value $168,000
($1,600 per share) 168,000 --
-------------- --------------
Commitments and contingent liabilities (Note 10)
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 1,000 1,000
Capital in excess of par value 6,955,414 6,955,414
Retained earnings 62,940,072 45,101,662
Distributions to owners, net (Note 8) (203,775,202) (224,449,730)
------------- -------------
Total stockholder's investment (133,878,716) (172,391,654)
------------- -------------
$ 99,604,968 $ 281,777,557
============= =============
See accompanying notes to consolidated financial statements.
F-3
ALLBRITTON COMMUNICATIONS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS AND
RETAINED EARNINGS
Years Ended September 30,
1994 1995 1996
Operating revenues, net $125,830,196 $138,151,244 $155,572,754
------------ ------------ ------------
Television operating expenses, excluding
depreciation and amortization 67,745,239 75,199,257 92,320,095
Depreciation and amortization 5,122,271 4,752,186 10,257,413
Corporate expenses 4,249,418 3,752,556 5,111,454
------------ ------------ ------------
77,116,928 83,703,999 107,688,962
------------ ------------ ------------
Operating income 48,713,268 54,447,245 47,883,792
------------ ------------ ------------
Nonoperating income (expense)
Interest income
Related party 2,212,000 2,212,000 2,212,000
Other 80,134 126,269 1,031,855
Interest expense (22,303,079) (22,708,243) (35,221,922)
Other, net 1,230,141 (233,503) (1,100,460)
------------ ------------ -----------
(18,780,804) (20,603,477) (33,078,527)
------------ ------------ -----------
Income before income taxes, minority interest,
extraordinary item and cumulative
effect of change in accounting 29,932,464 33,843,768 14,805,265
Provision for income taxes 12,572,264 13,934,672 7,812,399
Income before minority interest, extraordinary
item and cumulative effect of change
in accounting 17,360,200 19,909,096 6,992,866
Minority interest in net losses of consolidated
subsidiaries -- -- 1,300,400
Extraordinary loss on early repayment of debt,
net of income tax benefit of $5,386,756 -- -- 7,750,000
Cumulative effect of change in accounting
for income taxes 3,149,623 -- --
----------- ---------- ----------
Net income 20,509,823 19,909,096 543,266
Retained earnings, beginning of year 22,609,154 43,077,200 62,940,072
Dividend from WSET and WCIV to
Westfield (Note 8) -- -- (18,371,337)
Tax benefit distributed (41,777) (46,224) (10,339)
----------- ---------- ----------
Retained earnings, end of year $ 43,077,200 $ 62,940,072 $ 45,101,662
============= ============= ==============
See accompanying notes to consolidated financial statements.
ALLBRITTON COMMUNICATIONS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended September 30,
1994 1995 1996
Cash flows from operating activities:
Net income $ 20,509,823 $ 19,909,096 $ 543,266
------------- ------------- -------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 5,122,271 4,752,186 10,257,413
Minority interest in net losses of
consolidated subsidiaries -- -- (1,300,400)
Other noncash charges 476,482 426,765 996,908
Extraordinary loss on early repayment of debt -- -- 7,750,000
Provision for doubtful accounts 549,156 755,300 752,271
(Gain) loss on disposal of assets (1,755,826) (190,476) 90,292
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable (3,208,030) (4,566,190) (1,130,739)
Program rights 263,597 (1,855,868) (1,239,742)
Receivable from related party -- -- (1,577,577)
Other current assets 138,661 1,104,238 21,260
Other noncurrent assets (873,093) (1,074,900) (1,370,023)
Deferred income taxes (2,170,356) (112,854) 1,685,689
Increase (decrease) in liabilities:
Accounts payable 261,100 (392,630) 3,483,119
Accrued interest payable 13,207 58,659 6,249,274
Program rights payable (1,822,395) 3,717,781 1,588,442
Accrued employee benefit expenses 188,133 (246,195) 547,204
Other accrued expenses 740,301 (273,873) 886,784
Deferred rent and other liabilities (165,741) 133,895 136,752
----------- ---------- ----------
Total adjustments (2,242,533) 2,235,838 27,826,927
----------- ---------- ----------
Net cash provided by operating activities 18,267,290 22,144,934 28,370,193
----------- ---------- ----------
Cash flows from investing activities:
Capital expenditures (3,263,827) (2,776,575) (20,837,740)
Purchase of option to acquire assets of WJSU -- -- (10,000,000)
Proceeds from disposal of assets 1,843,468 233,709 85,118
Acquisitions, net of cash acquired -- -- (135,656,553)
Minority interest investment in
consolidated subsidiaries -- -- 1,300,400
---------- --------- -----------
Net cash used in investing activities (1,420,359) (2,542,866) (165,108,775)
---------- --------- -----------
Cash flows from financing activities:
Proceeds from issuance of debt -- -- 285,725,000
Deferred financing costs -- -- (7,605,382)
Prepayment penalty on early repayment
of debt -- -- (12,934,394)
Draws (repayments) under lines of credit, net 4,500,000 500,000 (5,000,000)
Principal payments on long-term debt and
capital leases (2,222,380) (2,222,380) (80,365,392)
Redemption of Series A preferred stock -- -- (168,000)
Distributions to owners, net of certain charges (32,432,841) (30,922,131) (47,396,543)
Repayments of distributions to owners 13,291,575 14,141,779 12,785,840
Tax benefit distributed (41,777) (46,224) (10,339)
---------- ---------- ----------
Net cash (used in) provided by financing
activities (16,905,423) (18,548,956) 145,030,790
---------- ---------- -----------
Net (decrease) increase in cash and cash equivalents (58,492) 1,053,112 8,292,208
Cash and cash equivalents, beginning of year 2,821,332 2,762,840 3,815,952
---------- ---------- -----------
Cash and cash equivalents, end of year $ 2,762,840 $ 3,815,952 $ 12,108,160
============== =============== ==============
See accompanying notes to consolidated financial statements.
F-5
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 wholly-owned by Mr.
Joe L. Allbritton. The Company owns and operates seven ABC network
affiliate television stations which include:
Station Market
------- ------
WJLA Washington, D.C.
KATV Little Rock, Arkansas
KTUL Tulsa, Oklahoma
WHTM Harrisburg/York/Lancaster, Pennsylvania
WCFT Birmingham/Tuscaloosa, Alabama
WSET Lynchburg, Virginia
WCIV Charleston, South Carolina
The Company also operates WJSU in Anniston, Alabama under a
local marketing agreement (LMA) and engages in various activities
relating to the production and distribution of television
programming.
CONSOLIDATION-The consolidated financial statements include
the accounts of the Company and its subsidiaries after elimination
of all significant intercompany accounts and transactions.
USE OF ESTIMATES AND ASSUMPTIONS-The preparation of financial
statements in conformity with generally accepted accounting
principles 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.
CASH AND CASH EQUIVALENTS-For purposes of the statement of
cash flows, 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 program rental
contracts which generally provide for rentals to be paid in
installments. Program rights which are
F-6
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
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 a twelve month 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.
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 and network affiliations, favorable
terms on contracts and leases and the option to acquire the assets
of WJSU (the Option) (see Note 3). The amounts assigned to
intangible assets were based on the results of external valuations.
The values assigned to broadcast licenses and network affiliations
are amortized on a straight-line basis over 40 years, the premiums
for the favorable terms on the contracts and leases are amortized
on a straight-line basis over the lives of the related contracts
and leases (19 to 25 years), and the Option is amortized over 10
years, the term of the Option and the associated LMA. The Company
assesses the recoverability of intangible assets on an ongoing
basis by evaluating whether amounts can be recovered through
undiscounted cash flows over the remaining amortization period.
The Company believes that no material impairment exists at
September 30, 1996.
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
F-7
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
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, 1996 had an overnight repurchase agreement with a financial
institution for $10,962,000. 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. Taxes payable to Perpetual are not reduced by
losses generated in prior years by the Company. In addition, the
amount payable by the Company to Perpetual under the tax sharing
agreement is not reduced if losses of other members of the
Perpetual group are utilized to offset taxable income of the
Company for purposes of the consolidated federal income tax return.
Prior to the Contribution (see Note 2), the operations of
WSET and WCIV were included in a consolidated federal income tax
return filed by Westfield News Advertiser, Inc. (Westfield), an
affiliate of the Company which is 100% owned by Mr. Joe L.
Allbritton. In accordance with the terms of tax sharing agreements
between Westfield and WSET and WCIV, federal income tax liabilities
of WSET and WCIV were paid to Westfield and were computed based
upon statutory federal income tax rates applied to the entity's
taxable income. For periods subsequent to the Contribution, the
operations of WSET and WCIV are included in the consolidated
federal income tax return filed by Perpetual in accordance with the
tax sharing agreement between the Company and Perpetual.
A District of Columbia (D.C.) income tax return is filed by
the Company, and separate
F-8
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
state income tax returns are filed by the Company's subsidiaries,
except for WSET. The operations of WSET are included in a combined
state income tax return filed by WSET and affiliates. WSET's state
income tax liability is not reduced if losses of the affiliates are
used to offset the taxable income of WSET for purposes of the
combined state income tax return.
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, and prior to the Contribution, Westfield,
allocate a portion of their respective 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 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.
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.
NOTE 2-CONTRIBUTION OF WSET AND WCIV
The common stock of WSET and WCIV, which was formerly held by
Westfield, was contributed to the Company on March 1, 1996 (the
Contribution). Since the Contribution represents a transfer of
assets between entities under common control, the amounts
transferred were recorded at historical cost. Further, as the
Company, WSET and WCIV were indirectly owned by Mr. Joe L.
Allbritton for all periods in which the consolidated financial
statements are presented, the Company's consolidated financial
statements have been retroactively restated to reflect the
Contribution (See Note 8).
F-9
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
NOTE 3-LOCAL MARKETING AGREEMENT, ASSOCIATED OPTION AND
ACQUISITIONS
On December 29, 1995, the Company, through an 80%-owned
subsidiary, entered into a ten-year LMA with RKZ, Inc., which owns
WJSU, a television station currently operating in Anniston,
Alabama. The LMA provides for the Company to supply program
services to WJSU, to operate the station and to retain all revenues
from advertising sales. In exchange, the Company pays all station
operating expenses and certain management fees to RKZ, Inc. The
operating revenues and expenses of WJSU are therefore included in
the Company's consolidated financial statements since December 29,
1995. In connection with the LMA, the Company entered into the
Option to acquire the assets of WJSU. The Company paid $10,000,000
for the Option which is exercisable over a ten-year period for an
additional $2,000,000 upon a change in current regulations or a
waiver permitting common ownership of WCFT and WJSU. The Option
also requires additional consideration of up to $6,700,000 upon the
occurrence of certain specified events (See Note 12). The RLA
Revocable Trust, created for the benefit of Robert Allbritton, owns
the remaining 20% interest in the subsidiary which holds the LMA.
Robert Allbritton is a director and officer of the Company and is
the son of Mr. Joe L. Allbritton.
In March 1996, the Company acquired an 80% interest in the
assets and certain liabilities of WHTM and WCFT for approximately
$115,475,000 and $20,182,000, respectively. The acquisitions were
accounted for as purchases and accordingly, the cost of the
acquired entities was assigned to the identifiable tangible and
intangible assets acquired and liabilities assumed based on their
fair values at the respective dates of the purchases. The results
of operations of WHTM and WCFT are included for the period
subsequent to the acquisitions. The RLA Revocable Trust owns the
remaining 20% interest in the net assets of WHTM and WCFT.
The following pro forma summary presents the unaudited
consolidated results of operations of the Company for the years
ended September 30, 1995 and 1996 as if the offering of the
Debentures (see Note 6) and the application of the net proceeds
thereof (including the above acquisitions and LMA), had occurred at
the beginning of the respective fiscal years. The results
presented in the pro forma summary do not necessarily reflect the
results that would have actually been obtained if the offering,
acquisitions and LMA had occurred at the beginning of each year.
F-10
(Unaudited)
Years Ended September 30,
1995 1996
----- -----
Operating revenues, net $162,300,000 $164,933,000
Income before extraordinary item 9,679,000 4,204,000
Net income (loss) 1,929,000 (3,546,000)
NOTE 4-PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
September 30,
1995 1996
Buildings and leasehold improvements $ 14,690,178 $ 19,538,238
Furniture, machinery and equipment 62,911,584 89,502,963
Equipment under capital leases 1,127,269 4,727,226
------------ ------------
78,729,031 113,768,427
Less accumulated depreciation (59,496,908) (64,867,963)
19,232,123 48,900,464
Land 2,073,290 2,517,077
Construction-in-progress 605,490 915,420
------------ ------------
$ 21,910,903 $ 52,332,961
============ ============
Depreciation and amortization expense was $4,131,418, $3,771,002
and $6,723,106 for the years ended September 30, 1994, 1995 and
1996, respectively, which includes amortization of equipment under
capital leases.
During the year ended September 30, 1994, a fire destroyed certain
assets at KATV. The excess of insurance proceeds over the carrying
value of the assets destroyed of $1,765,749 was recorded as a gain
and is included in other nonoperating income in the consolidated
statement of operations.
F-11
NOTE 5-INTANGIBLE ASSETS
Intangible assets consist of the following:
September 30,
1995 1996
Broadcast licenses and network affiliations $28,442,863 $149,787,625
Option to purchase the assets of WJSU -- 10,000,000
Other intangibles 5,869,370 7,647,950
----------- ------------
34,312,233 167,435,575
Less accumulated amortization (13,714,441) (17,248,748)
----------- ------------
$ 20,597,792 $150,186,827
============ ============
Amortization expense was $990,853, $981,184 and $3,534,307 for the
years ended September 30, 1994, 1995 and 1996, respectively. The
Company does not separately allocate amounts between broadcast
licenses and network affiliations.
NOTE 6-LONG-TERM DEBT
Outstanding debt consists of the following:
September 30,
1995 1996
Senior Subordinated Debentures, due November 30, 2007 with
interest payable semi-annually at 9.75% $ -- $275,000,000
Senior Subordinated Debentures, due August 15, 2004 with interest
payable semi-annually at 11.5%, mandatory sinking fund payment
of $62,500,000 due August 15, 2003 and 2004, respectively 125,000,000 123,000,000
Senior Secured Promissory Notes, paid in full in 1996 64,750,000 --
Term Loan, paid in full in 1996 3,401,250 --
Revolving Credit Agreement, maximum amount of $40,000,000, expiring
April 16, 2001, secured by the outstanding stock of the Company
and its subsidiaries, interest payable quarterly at various
rates from prime or LIBOR plus 1% to 2%, depending on certain
financial operating tests (7.38% at September 30, 1996) -- 2,100,000
Revolving Line of Credit, paid in full in 1996 5,000,000 --
Master Lease Finance Agreement, maximum amount of $6,800,000,
secured by the assets acquired, interest payable monthly at
variable rates as determined on the acquisition date for each
asset purchased (8.37% at September 30, 1996) (See Note 10) 1,127,269 4,465,833
----------- -----------
199,278,519 404,565,833
Less unamortized discount (359,149) (1,572,535)
----------- -----------
198,919,370 402,993,298
Less current maturities (8,168,419) (806,380)
----------- -----------
$190,750,951 $402,186,918
============ ============
F-12
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
On February 6, 1996, the Company completed a $275,000,000
offering of its 9.75% Senior Subordinated Debentures due 2007 (the
Debentures) at a discount of $1,375,000. A portion of the proceeds
of the offering were used to finance the acquisitions of WHTM, WCFT
and the Option and to repay all amounts outstanding under its
Senior Secured Promissory Notes, Term Loan and Revolving Line of
Credit. A prepayment penalty on the early repayment of the Senior
Secured Promissory Notes and the accelerated amortization of the
related unamortized deferred financing costs totaled approximately
$13,137,000 before applicable income tax benefit of approximately
$5,387,000. This loss is reflected as an extraordinary loss of
$7,750,000 in the consolidated statements of operations for the
year ended September 30, 1996.
Unamortized deferred financing costs of $3,348,328 and
$9,916,054 at September 30, 1995 and 1996, respectively, are
included in deferred financing costs and other noncurrent assets in
the consolidated balance sheets. Amortization of the deferred
financing costs for the years ended September 30, 1994, 1995 and
1996 was $435,242, $385,524 and $835,294 respectively, which is
included in other nonoperating expenses.
Under the existing financing agreements, the Company agrees
to abide by restrictive covenants which place limitations upon
payments of cash dividends, issuance of capital stock, investment
transactions, incurrence of additional obligations and transactions
with Perpetual and other related parties. In addition, the Company
must maintain specified levels of operating cash flow and/or
working capital and comply with other financial covenants. The
Company is also required to pay a commitment fee of .375% per annum
based on any unused portion of the Revolving Credit Agreement.
Future principal maturities, excluding payments under the Master
Lease Finance Agreement, in the next five years include $2,100,000
due in 2001.
The Company estimates the fair value of its Senior Subordinated
Debentures and amounts outstanding under its Revolving Credit
Agreement to be approximately $397,928,000 at September 30, 1996.
NOTE 7-INCOME TAXES
The Company adopted SFAS No. 109 on October 1, 1993. The
cumulative effect of adopting SFAS No. 109 was to increase income
by $3,149,623, representing the net deferred tax assets allocated
to the Company by Perpetual and Westfield at October 1, 1993. There
was no impact on pretax income from continuing operations from the
adoption of SFAS No. 109.
F-13
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The provision (benefit) for income taxes consists of the
following:
Years ended September 30,
1994 1995 1996
Current
Federal $10,649,700 $11,748,490 $5,297,008
State 943,297 2,299,036 812,507
----------- ----------- ----------
11,592,997 14,047,526 6,109,515
----------- ----------- ----------
Deferred
Federal 383,243 (142,795) 215,344
State 596,024 29,941 1,487,540
979,267 (112,854) 1,702,884
----------- ----------- ----------
$12,572,264 $13,934,672 $7,812,399
=========== =========== ==========
The components of deferred income tax assets (liabilities)
are as follows:
September 30,
1995 1996
Deferred income tax assets:
State operating loss carryforwards $2,098,600 2,636,983
Deferred rent 1,091,818 1,063,008
Accrued employee benefits 1,009,541 1,015,043
Amortization of intangible assets 380,628 --
Allowance for accounts receivable 453,790 549,221
Other 4,798 414,323
--------- ---------
5,039,175 5,678,578
Less: valuation allowance (888,365) (1,907,913)
--------- ---------
4,150,810 3,770,665
--------- ---------
Deferred income tax liabilities:
Depreciation and amortization (1,867,600) (2,221,550)
----------- -----------
Net deferred income tax assets $ 2,283,210 $ 1,549,115
=========== ===========
Certain of the Company's subsidiaries have operating loss
carryforwards available for future use for state income tax
purposes. Such carryforwards approximated $43,553,000 as of
September 30, 1996, and expire for state income tax purposes during
the years 2002 through 2011. The change in the valuation allowance
for deferred tax assets principally resulted from management's
evaluation of the recoverability of certain of these loss
carryforwards in the fourth quarter of the year ended September 30,
1996.
The following table reconciles the statutory federal income
tax rate to the Company's effective income tax rate for income
before extraordinary loss:
F-14
Years ended September 30,
1994 1995 1996
Statutory federal income tax rate 35.0% 35.0% 35.0%
State income taxes, net of federal income tax benefit 5.2 5.2 4.8
Non-deductible expenses, principally amortization of certain
intangible assets, insurance premiums and meals
and entertainment 2.0 1.8 4.5
Change in valuation allowance (0.9) (1.1) 6.9
Utilization of state net operating loss carryforwards (2.8) -- --
Other, net 3.5 0.3 1.6
----- ----- -----
Effective income tax rate 42.0% 41.2% 52.8%
===== ===== =====
The $5,387,000 benefit for income taxes arising from the
extraordinary loss for the year ended September 30, 1996 consists
of a $4,597,950 benefit for federal income tax purposes at the
statutory rate of 35% and a $789,050 benefit for state income tax
purposes, net of the federal effect.
NOTE 8-TRANSACTIONS WITH OWNERS AND RELATED PARTIES
In the ordinary course of business, the Company makes cash
advances in the form of distributions to Perpetual. Prior to the
Contribution, WSET and WCIV made cash advances to Westfield. 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 Company's consolidated balance sheets. The
following summarizes these and certain other transactions with
related parties:
Years ended September 30,
1994 1995 1996
Distributions to owners, beginning of
year $167,853,584 $186,994,850 $203,775,202
Cash advances 43,247,192 42,852,798 52,668,465
Repayment of cash advances (13,291,575) (14,141,779) (12,785,840)
Charge for federal income taxes (10,772,574) (11,884,443) (826,421)
Dividends declared by WSET
and WCIV -- -- (18,371,337)
Tax benefit distributed (41,777) (46,224) (10,339)
------------- ------------ -------------
Distributions to owners, end of year $186,994,850 $203,775,202 $224,449,730
============= ============ ============
Weighted average amount of non-interest
bearing advances outstanding during
the year $172,800,000 $178,761,000 $197,205,000
============= ============ ============
F-15
Subsequent to September 30, 1996 and through November 27,
1996, the Company made additional estimated tax payments and
distributions to owners of approximately $13,744,000.
In connection with the transactions by which the Contribution
was consummated, WSET and WCIV declared non-cash dividends to
Westfield in the amount of $18,371,337 which represented the
cumulative net advances made from WSET and WCIV to Westfield as of
the date of the Contribution. The dividend has therefore been
reflected as a reduction to retained earnings and distributions to
owners during the year ended September 30, 1996.
Included in distributions to owners is a $20,000,000 loan
made by the Company to ALLNEWSCO, Inc. (Allnewsco),an affiliate of the
Company which is owned by Mr. Joe L. Allbritton, in 1991. This amount has
been included in the consolidated financial statements on a consistent
basis with other cash advances to related parties. The $20,000,000
note receivable from Allnewsco is payable in annual principal
installments of $2,225,000 commencing January 11, 1997 through
January 11, 2004 with a final payment of $2,200,000 on January 11,
2005. The note has a stated interest rate of 11.06% and interest is
payable semi-annually. During each of the years ended September 30,
1994, 1995 and 1996, the Company earned interest income from this
note of approximately $2,200,000. At September 30, 1995 and 1996,
interest receivable from Allnewsco under this note totalled
$491,556. Allnewsco is current on its interest payments.
Management fees of $200,000, $180,000 and $180,000 were paid
to Perpetual by the Company for the years ended September 30, 1994,
1995 and 1996, respectively. The Company also paid management fees
to Mr. Joe L. Allbritton in the amount of $750,000, $550,000 and
$550,000 for the years ended September 30, 1994, 1995 and 1996,
respectively. Management fees are included in corporate expenses
in the consolidated statements of operations and management
believes such charges to be reasonable.
Charitable contributions of approximately $347,000, $282,500
and $685,000 were paid to the Allbritton Foundation by the Company
for the years ended September 30, 1994, 1995 and 1996,
respectively.
The Company maintains banking relationships with and leases
certain office space from The Riggs National Bank of Washington,
D.C. (Riggs). Riggs is a wholly-owned subsidiary of Riggs National
Corporation, of which Mr. Joe L. Allbritton is the 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
at September 30, 1995 and 1996. Additionally, the Company incurred
$182,300, $166,500 and $192,000 in rental expense related to office
space leased from Riggs for the years ended September 30, 1994,
1995 and 1996, respectively.
On July 1, 1995, 78, Inc., also a wholly-owned subsidiary of
Perpetual, was formed to provide sales, marketing and related
services to both the Company and Allnewsco. Certain employees of
the Company became employees of 78, Inc. The Company was charged
F-16
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
approximately $1,700,000 and $7,163,000 during the years ended
September 30, 1995 and 1996, respectively, for services provided by
78, Inc., which represents the Company's share of 78, Inc.'s costs
relating to the provision of such services, determined based on the
Company's usage of such services. These costs are included in
television operating expenses in the consolidated statements of
operations. Effective October 1, 1996, the Company ceased
utilizing 78, Inc. for the provision of these services and re-
established these functions internally. At September 30, 1996, the
Company has recorded a $1,577,577 receivable from 78, Inc.
representing expenses paid on behalf of 78, Inc. by the Company.
Management expects this receivable to be fully repaid by 78, Inc.
during the year ending September 30, 1997.
NOTE 9-RETIREMENT PLANS
A defined contribution savings plan is maintained for
eligible employees of the Company who have been employed by the
Company for at least one year and have completed 1,000 hours of
service. 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
totalled approximately $480,000, $509,000 and $602,000 for the
years ended September 30, 1994, 1995 and 1996, 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 totalled approximately
$239,000, $182,000 and $308,000 for the years ended September 30,
1994, 1995 and 1996, respectively.
NOTE 10-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 2004. 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, 1996 are as
follows:
F-17
Operating Capital
Year ending September 30, Leases Leases
----------- -----------
1997 $ 3,114,525 $1,163,406
1998 3,053,063 1,160,419
1999 3,341,264 1,148,812
2000 3,385,815 1,133,971
2001 3,202,823 841,447
2002 and thereafter 6,011,835 --
----------- ---------
$22,109,325 5,448,055
Less: amounts representing imputed interest (982,222)
---------
4,465,833
Less: current portion (806,380)
---------
Long-term portion of capital lease obligations $3,659,453
==========
Rental expense under operating leases aggregated
approximately $2,600,000 during each of the years ended September
30, 1994 and 1995 and $2,737,000 for the year ended September 30,
1996.
The Company has entered into contractual commitments in the
ordinary course of business for the rights to acquire broadcast
program material not yet available for broadcast as of September
30, 1996. Under these agreements, the Company must make specific
minimum payments approximating the following:
Year ending September 30,
1997 $ 1,253,000
1998 13,667,000
1999 14,922,000
2000 10,375,000
2001 3,053,000
2002 and thereafter 614,000
------------
$43,884,000
============
The Company has entered into various employment contracts.
Future payments under such contracts as of September 30, 1996
approximate $5,668,000, $2,081,000 and $847,000 for the years
ending September 30, 1997, 1998 and 1999, respectively.
The Company has entered into various deferred compensation
agreements with certain employees. Under these agreements, the
Company is required to make payments aggregating approximately
$2,404,000 during the years 2000 through 2012. At September
F-18
ALLBRITTON COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
30, 1995 and 1996, the Company has recorded a deferred
compensation liability of approximately $798,000 and $912,000,
respectively, which is included as a component of noncurrent
accrued employee benefit expenses in the consolidated balance
sheets.
The Company currently and from time to time is involved in
litigation incidental to the conduct of its business. The Company
is not a party to a lawsuit or proceedings which, in the opinion of
management, is likely to have a material adverse effect on the
Company.
NOTE 11-SUPPLEMENTARY CASH FLOW INFORMATION
Cash paid for interest totalled $22,209,118, $22,481,111 and
$28,972,648 during the years ended September 30, 1994, 1995 and
1996, respectively. Cash paid for state income taxes totalled
$57,000, $2,147,520 and $678,700 during the years ended September
30, 1994, 1995 and 1996, respectively. Non-cash investing and
financing activities consist of entering into capital leases
totalling $1,127,269 and $3,553,706 during the years ended
September 30, 1995 and 1996, respectively, and declaring a non-cash
dividend from WSET and WCIV to Westfield of $18,371,337 during the
year ended September 30, 1996.
NOTE 12-SUBSEQUENT EVENT
On December 16, 1996, regulatory approval was received to move
WJSU's tower to a new location which satisfied the contingent consideration
requirements under the Option as discussed in Note 3. Accordingly, the
Company is required to pay additional consideration for the Option of
$5,348,000 in January 1997 and $1,337,000 upon exercise of the Option.
SCHEDULE II
ALLBRITTON COMMUNICATIONS COMPANY
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
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, 1994:
Allowance for doubtful
accounts $ 694,442 $ 549,156 -- ($486,448) $ 757,150
Valuation allowance
for deferred income
tax assets -- -- $ 1,534,006 ($266,712) $1,267,294
Year ended September 30, 1995:
Allowance for doubtful
accounts $ 757,150 $ 755,300 -- ($444,299) $1,068,151
Valuation allowance
for deferred income
tax assets $1,267,294 -- -- ($378,929) $ 888,365
Year ended September 30, 1996:
Allowance for doubtful
accounts $1,068,151 $ 752,271 -- ($435,523) $1,384,899
Valuation allowance
for deferred income
tax assets $ 888,365 $1,749,783 -- ($730,235) $1,907,913
__________
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 net reduction of valuation allowance relating to certain net
operating loss carryforwards.
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/ Lawrence I. Herbert
---------------------------
Lawrence I. Herbert
President
DATE: December 27, 1996
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.
Name Title Date
/S/ Joe L. Allbritton
- ------------------------- Chairman, Principal December 27, 1996
Joe L. Allbritton * Executive Officer and
Director
/S/ Barbara B. Allbritton
- ------------------------- Vice President and December 27, 1996
Barbara B. Allbritton * Director
/S/ Robert L. Allbritton
- ------------------------- Executive Vice President, December 27, 1996
Robert L. Allbritton * Chief Operating Officer
and Director
/S/ Lawrence I. Hebert
- ------------------------- Vice Chairman, President December 27, 1996
Lawrence I. Hebert and Director
/S/ Frederick J. Ryan, Jr.
- ------------------------- Vice Chairman, Senior December 27, 1996
Frederick J. Ryan, Jr. * Vice President and
Director
/S/ Henry D. Morneault
- ------------------------- Vice President and December 27, 1996
Henry D. Morneault * Principal Financial
Officer
/S/ James R. Vergin
- ------------------------- Vice President and December 27, 1996
James R. Vergin Principal 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 Company'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 August 26, 1992 between ACC *
and the First National Bank of Boston, as Trustee,
relating to 11.5% Senior Subordinated Debentures due
2004. (Incorporated by reference to Exhibit 4.2 of
Company's Registration Statement on Form S-4, No.
333-02302, dated March 12, 1996.)
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 Revolving Credit Agreement dated as of April 16, *
1996 by and among Allbritton Communications Company
certain Banks, and The First National Bank of
Boston, as agent. (Incorporated by reference to
Exhibit 4.4 of Company's Quarterly Report on Form
10-Q, No. 333-02302, dated August 14, 1996)
10.1 Registration Rights Agreement by and among ACC, *
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Salomon Brothers, Inc.,
dated February 6, 1996. (Incorporated by reference
to Exhibit 10.1 of Company's Registration Statement
on Form S-4, No. 333-02302, dated March 12, 1996.)
10.2 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.)
10.3 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 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.)
10.5 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.)
10.6 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.)
10.7 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.)
10.8 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.)
10.9 Tax Sharing Agreement effective as of September 30, *
1991 by and among Perpetual Corporation, Inc., ACC
and Allnewsco, Inc., as amended. (Incorporated by
reference to Exhibit 10.11 of Company's
Registration Statement on Form S-4, No. 333-02302,
dated March 12, 1996.)
10.10 Time Brokerage Agreement dated as of December *
21, 1995 by and between RKZ Television, Inc.
and ACC. (Incorporated by reference to
Exhibit 10.11 of Company's Registration
Statement on Form S-4, No. 333-02302, dated
March 12, 1996.)
10.11 Option Agreement dated December 21, 1995 by *
and between ACC and RKZ Television, Inc.
(Incorporated by reference to Exhibit 10.12 of
Company's Registration Statement on Form S-4,
No. 333-02302, dated March 12, 1996.)
10.12 Amendment dated May 2, 1996 by and among TV
Albritton, Inc., RKZ Television, Inc. and
Osborn Communications Corporation to Option
Agreement dated December 21, 1995 by and
between ACC and RKZ Television, Inc.
10.13 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.)
10.14 Representation Agreement dated as of July 1, *
1995 by and between 78 inc. and WJLA-TV.
(Incorporated by reference to Exhibit 10.17 of
Company's Registration Statement on Form S-4,
No. 333-02302, dated March 12, 1996.)
21. Subsidiaries of the Registrant
24. Powers of Attorney
27. Financial Data Schedule (Electronic Filing
Only)
- ------------------
*Previously filed
PAGE