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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission file number: 333-80523
SUSQUEHANNA MEDIA CO.
(Exact name of registrant as specified in its charter)
Delaware 23-2722964
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
140 E. Market Street, York, PA 17401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 848-5500
Securities Registered Pursuant To Section 12(b) of The Act: None
Securities Registered Pursuant To Section 12(g) of The Act: None
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]
-----------------------------
Indicate by check mark if 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 Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K [X]
-----------------------------
As of March 27, 2001, there were 1,100,000 shares of Common Stock
outstanding all of which was held by Susquehanna Pfaltzgraff Co., the Company's
parent.
DOCUMENTS INCORPORATED BY REFERENCE
None
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INDEX
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS...........................2
PART I.........................................................................3
Item 1. Business.............................................................3
Item 2. Properties..........................................................26
Item 3. Legal Proceedings...................................................27
Item 4. Submission of Matters to a Vote of Security Holders.................27
PART II.......................................................................28
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.............................................................28
Item 6. Selected Financial Data.............................................29
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations...............................................31
Item 7A. Quantitative and Qualitative Disclosure About Market Risk..........37
Item 8. Financial Statements and Supplementary Data........................38
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure............................................58
PART III......................................................................59
Item 10. Directors and Executive Officers of the Registrant.................59
Item 11. Executive Compensation.............................................60
Item 12. Security Ownership of Certain Beneficial Owners and
Management.........................................................61
Item 13. Certain Relationships and Related Transactions.....................63
PART IV.......................................................................66
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K...66
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements in this Form 10-K, as well as statements made by
us in filings with government regulatory bodies, including the Securities and
Exchange Commission, and in periodic press releases and other public comments
and communications, constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Certain, but not
necessarily all, of such forward-looking statements can be identified by the use
of forward-looking terminology, such as "believes," "expects," "may," "will,"
"should," "approximately," or "anticipates" or the negative thereof or other
variations thereof or comparable terminology, or by discussion of strategies,
each of which involves risks and uncertainties.
All statements other than of historical facts included herein or
therein, including those regarding market trends, our financial position,
business strategy, projected plans and objectives of management for future
operations, are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
our actual results or performance to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements. Such factors include, but are not limited to:
o general economic and business conditions, both nationally and in our markets;
o expectations and estimates concerning future financial performance;
o the possibly material impact and timing of compensation expenses related to
changes in performance share values and the change in value of minority
interests subject to required repurchase;
o acquisition opportunities and our ability to successfully integrate acquired
businesses or properties and realize anticipated benefits of such
acquisitions;
o financing plans and access to adequate capital on favorable terms;
o our ability to service our outstanding indebtedness and the impact such
indebtedness may have on the way we operate our businesses;
o the impact of competition from other radio stations, media forms and
communication service providers;
o the impact of existing and future regulations affecting our businesses,
including radio licensing and ownership rules and cable television
regulations;
o the possible non-renewal of cable franchises;
o increases in programming costs;
o the accuracy of anticipated trends in our businesses, including those
discussed in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" herein;
o advances in technology and our ability to adapt to such advances;
o decreases in our customers' advertising and entertainment expenditures; and
o other factors over which we may have little or no control.
All forward-looking statements attributable to us or to persons acting
on our behalf are expressly qualified in their entirety by this cautionary
statement. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks and uncertainties, the
forward-looking events and circumstances discussed in this Form 10-K might not
transpire.
2
PART I
Item 1. Business
Overview of Susquehanna Media
Susquehanna Media was incorporated in 1993 as an intermediate cable and
radio broadcasting holding company subsidiary of Susquehanna Pfaltzgraff.
Susquehanna Pfaltzgraff was founded in 1941 by Louis J. Appell, Sr. to own and
operate WSBA-AM, our flagship radio station in York, Pennsylvania. In 1954, The
Pfaltzgraff Co., a leading manufacturer of ceramic dinnerware, was merged into
Susquehanna Pfaltzgraff. The Pfaltzgraff Co. had been owned by the family of
Mrs. Louis J. Appell, Sr. We entered the cable television business in 1965 when
we were awarded a franchise to operate in York, Pennsylvania.
We are a diversified communications company with operations in radio
broadcasting and cable television. We are the largest privately owned radio
broadcaster and the 9th largest radio broadcaster overall in the United States
based on 1999 revenues. As of December 31, 2000, we own and operate 17 FM and 9
AM stations that serve four of the nation's ten largest radio markets (San
Francisco, Dallas, Houston and Atlanta), as well as four other significant
markets (Cincinnati, Indianapolis, Kansas City and York, Pennsylvania). We were
also the 19th largest cable multiple system operator in the United States with
seven cable systems serving approximately 192,000 subscribers as of December 31,
2000.
We also provide Internet access and enhanced services to residential
and business customers under the tradename "BlazeNet." Our services include (i)
Internet access via telephone dial-up service or cable modem, (ii) website
creation, hosting and maintenance, and (iii) local and wide area network design,
construction and operation.
Radio Broadcasting
Our radio broadcasting business focuses on acquiring, developing and
operating radio stations in the 40 largest markets in the United States. We have
over 50 years of experience operating radio properties and currently own
stations serving the demographically attractive and fast-growing San Francisco,
Dallas, Houston and Atlanta markets, four of the top ten radio markets in the
United States. Our radio stations offer a broad range of programming formats,
such as country, top 40, adult contemporary, oldies, rock, and sports and talk
radio, each targeted to a specific demographic audience within a market. We
believe that our large market radio presence and variety of programming formats
makes us attractive to a diverse base of local and national advertisers and
enables us to capitalize on our ratings to generate higher market revenue share.
Our business strategy for radio includes the following key elements
intended to establish leadership positions in the markets we serve and to
enhance our operating and financial performance:
o Focus on large markets. We generate approximately 76% of our radio
revenues from the ten largest markets in the United States and more
than 94% from top 40 markets. We intend to continue focusing on large
markets.
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o Employ targeted programming and market research. We seek to maximize
station operating performance through extensive market research,
innovative programming, and distinctive marketing campaigns.
o Emphasize sales and marketing. We place great emphasis on being
familiar with our listening audience and their lifestyle
characteristics in order to match effectively our audience's
demographics with the specific target audiences of our advertisers.
o Decentralize management. We decentralize much of our operations to
regional and local levels. Each of our regional and local station
groups is managed by a team of experienced broadcasters who understand
the musical tastes, demographics and competitive opportunities of
their particular market.
o Selectively pursue strategic acquisitions. In addition to seeking
continued internal growth, we intend to pursue acquisition
opportunities that would allow us to continue to compete more
effectively for advertising revenues and to increase our growth rate
of revenues and cash flow.
The Radio Broadcasting Industry
The radio broadcasting industry is characterized by the following key
factors:
Significant growth. The sale of advertising time to local and national
spot advertisers and to national network advertisers is the primary source of
revenues for radio stations. Local and national spot advertising is generally
used to target the market where a station is located or to cover regions larger
than the markets where a station is located. National network advertising is
included in national syndicated programming aired on radio stations. The growth
in total radio advertising revenue tends to be fairly stable, growing over the
last 25 years at an 9.9% compound annual rate, compared to a gross domestic
product growth rate of 7.5%.
Broad market coverage. According to the Radio Advertising Bureau's
Radio Marketing Guide and Fact Book for Advertisers 1999, each week radio
reaches approximately 96% of all Americans over 12 years of age. More than
one-half of all radio listening occurs outside the home, and three out of four
adults are reached by car radio each week. The average listener spends
approximately three hours and 11 minutes per day listening to radio. The highest
portion of radio listening occurs during the morning, particularly between the
time a listener wakes up and the time he reaches work. This "morning drive time"
period reaches more than 80% of people over 12 years of age, and as a result,
radio advertising sold during this period achieves premium advertising rates.
Low-cost advertising. The cost to reach a thousand listeners, or
impressions, is the benchmark for comparing different media with different reach
and frequency aspects. Radio is recognized by the advertising community for its
ability to generate a high frequency of commercial impressions cost efficiently.
This is caused by its low cost per minute, or low cost per rating point.
Stations are generally classified by their on-air format, such as country, adult
contemporary, oldies and news/talk. A station's format and style of presentation
enables it to efficiently target certain demographics. By capturing a specific
share of a market's radio listening audience, with particular concentration in a
targeted demographic, a station is able to market its broadcasting time to
enable advertisers to maximize their reach for each dollar of advertising
expenditures.
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Radio Properties
Our radio subsidiary, Susquehanna Radio Corp., operates radio stations
in San Francisco, Dallas, Houston and Atlanta, all of which are top ten markets,
as well as radio stations in Cincinnati, Indianapolis, Kansas City, York,
Pennsylvania and Anniston, Alabama. The following table sets forth certain
information regarding our radio stations and their respective markets. The table
excludes WABZ-FM in Albemarle, North Carolina and KIKT-FM and KGVL-AM in
Greenville, Texas, which are owned by us, but operated by third parties under a
time brokerage agreement. Market rank by revenue is based upon market revenue
size of the primary radio market served by the station among all radio markets
in the United States, as reported in Duncan's Radio Market Guide. Station rank
and audience share are based upon a station's share of its primary demographic
target for the period Monday through Sunday, 6 a.m. to 12 midnight by market, as
reported by Arbitron in Fall 2000. Combined market revenue share represents our
share of the total radio advertising revenue from the market, as reported in
Duncan's 2000 Radio Market Guide for the year 1999. Combined market revenue rank
represents our rank in the market as measured by the amount of its radio
advertising revenue from the market, as reported in Duncan's 2000 Radio Market
Guide.
Station
Station Audience
Market Rank Share In Combined Combined
Rank Station Primary In Primary Primary Market Market
By Programming Year Demographic Demographic Demographic Revenue Revenue
Market And Stations Revenue Format Acquired Target Target Target Share Rank
------------------- ------- ------ -------- ------ ------ ------ ----- ----
San Francisco, CA..... 4 18.0% 3
KFOG/KFFG-FM(1).. Adult Album 1983/1995 A 25-44 2 4.2%
Alternative
KNBR-AM............. Sports/Talk 1989 M 25-54 7 3.8%
KSAN-FM............. Classic Rock 1997 M 25-44 2 5.1%
KTCT-AM............. Sports/Talk 1997 M 25-54 23+ 1.3%
Dallas/Ft. Worth, TX.. 5 11.8% 4
KTCK/KTBK-AM(1)..... Sports/Talk 1996 M 18-44 1 8.5%
KPLX-FM............. Country 1974 A 25-54 3 5.7%
KLIF/KKLF-AM(1)..... Talk 1980/1998 A 35-64 19 1.6%
KKMR/KMRR-FM(1)..... Adult Album 1996/1998 A 25-44 13+ 2.6%
Alternative
Atlanta, GA........... 7 6.7% 7
WNNX-FM............. Modern Rock 1974 M 18-34 4 8.5%
WHMA-AM............. Sports/Talk 1997 -- -- --
(Anniston, AL)(2)..
WWWQ-FM (2)......... Contemporary 1997 A 18-34 -- --
Hit Radio
Houston, TX........... 9 7.1% 6
KRBE-FM............. Contemporary 1986 W 18-34 2 10.1%
Cincinnati, OH........ 19 10.0% 3
WRRM-FM............. Adult 1972 W 25-54 1 11.5%
Contemporary
WMOJ-FM............. Rhythmic 1997 W 35-54 3 9.4%
Oldies
Indianapolis, IN...... 29 24.1% 3
5
WFMS-FM............. Country 1972 W 35-54 1 13.7%
WGLD-FM............. Oldies 1993 A 35-54 3 9.4%
WGRL-FM............. Young 1997 W 18-34 13+ 1.3%
Country
Kansas City, KS.......30 19.4% 3
KCMO-FM............. Oldies 2000 A 35-54 1 6.4%
KCFX-FM............. Classic 2000 A 25-54 2 6.0%
KCMO-AM............. Talk 2000 M 35-64 10 3.6%
York, PA..............97 40.0% 1
WARM-FM............. Adult 1962 W 25-54 1 12.5%
Contemporary
WSBA-AM............. Talk 1942 A 35-64 11 3.1%
- ----------------------
(1) These stations are simulcast and have been combined for market rank and
ratings.
(2) WHMA-AM is located in Anniston, Alabama and does not broadcast in the
Atlanta market. In November 2000, the Federal Communication Commission
granted our petition to move WHMA-FM from Anniston, Alabama to College
Park, Georgia. Station call letters were changed to WWWQ-FM when it debuted
in the Atlanta market on January 22, 2001.
Market Overviews
We own and operate radio stations in the following markets:
San Francisco. We have operated in the San Francisco market since 1983,
and currently own three FM and two AM stations in the area. We own KNBR-AM, one
of the original 50,000 watt, clear channel AM licenses, which provides clear
reception throughout northern California and as far inland as eastern Nevada.
The station is currently programmed with a sports talk format and has the
broadcast rights to the San Francisco Giants and the Golden State Warriors. Two
of our stations, KFOG/KFFG-FM and KSAN-FM, are each ranked 2nd in their
respective target demographics.
Dallas/Ft. Worth. We have been operating in the Dallas/Ft. Worth market
since 1974, and currently own three FM and four AM stations in the area. Two of
our stations, KTCK-AM and KTBK-AM, which are programmed with a sports talk
format and are simulcast, are each ranked 1st in the market among males 18 to 44
and have the broadcast rights to the Dallas Mavericks. KPLX, which is programmed
with a "Texas" country format, is rated 3rd in the market among adults 25 to 54.
Houston. We entered the Houston market in 1986 when we acquired
KRBE-FM, which serves the Houston market with a top 40 radio format. KRBE-FM has
been a dominant radio station in Houston since the 1970s and is ranked 2nd among
women 18 to 34. This station attracts over 700,000 listeners each week.
Atlanta. Atlanta represents one of the most desirable radio broadcast
markets in the country, with only 17 FM and 24 total radio stations serving the
market. We entered the Atlanta market in 1974 with the acquisition of WNNX-FM,
which is programmed with modern rock and ranked 4th among men 18 to 34. In
November 2000, the FCC granted a petition to move WHMA-FM in Anniston, Alabama
to
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the Atlanta market. Station call letters were changed to WWWQ-FM when it
debuted in the Atlanta market on January 22, 2001 with a Top 40 format.
Cincinnati. We have operated in Cincinnati since 1972, and currently
own two FM stations in the market. WRRM-FM, which is programmed with adult
contemporary, is the sole adult contemporary station in the market and is ranked
1st among women 25 to 54. WMOJ-FM, which is programmed as a rhythmic oldies
station, is a strong contender, placing 3rd among women 25 to 54.
Indianapolis. We have operated in Indianapolis since 1972, and
currently own three FM stations in the market. WFMS-FM, which is programmed with
contemporary country, is the top ranked station among women 25 to 54 and has
ranked either 1st or 2nd in the market since 1992. Oldies WGLD, with its 50
kilowatt transmitting power, effectively targets adults 35-54, ranking third in
the market.
Kansas City. In July 2000, we acquired three radio stations serving the
Kansas City market. Oldies KCMO-FM dominates the market as the number one radio
station in its target adult 35-54 demographic. KCFX-FM ranks 2nd among adults 25
to 54 and is the flagship station for the Kansas City Chiefs. KCMO-AM is one of
the oldest continuously operated radio stations in the United States, being on
the air since 1936.
York. We have operated in York since 1942, and currently own two
stations in the market. WARM-FM, which is programmed with an adult contemporary
format, is the dominant station among women 25 to 54. WSBA-AM, which is
programmed with news and sports, is the AM ratings leader in York.
Advertising
Most of our radio revenues are generated from the sale of local,
regional and national advertising for broadcast on our radio stations. In 2000,
approximately 78% of our radio revenues were generated from the sale of local
and regional advertising, compared to 71% in 1999 and 82% in 1998. We generate
additional radio revenues by marketing our proprietary database of listeners,
selling print advertising and sponsoring local events. These important and
growing sources of revenue supplement our traditional advertising revenues
without increasing on-air commercial time.
Each radio station's local sales staff solicits advertising either
directly from local advertisers or indirectly through advertising agencies. We
employ personnel in each of our markets to produce commercials for advertisers.
Regional advertising sales, which we define as sales in regions surrounding our
markets to companies that advertise in our markets, are generally made by our
local sales staff. National advertising sales are made by a firm specializing in
such sales in exchange for a commission from us based on our gross revenue, net
of agency commission from the advertising sold. Regional advertising sales,
which we define as sales in regions surrounding our markets to companies that
advertise in our markets, are generally made by our local sales staff.
We estimate the optimum number of advertisements available for sale by
a station for a particular time period. The number of advertisements that can be
broadcast without jeopardizing listening levels (and resulting ratings) is
limited in part by the programming format of a particular station. We seek to
maximize revenue by managing on-air inventory of advertising time and adjusting
prices to local market conditions and to our ability, through our marketing
efforts, to provide advertisers with an effective means of reaching a targeted
demographic group. Each of our stations has a general target level of on-air
inventory that it makes available for advertising. This target level may vary at
different times of the day but tends to remain stable over time. Much of our
selling activity is based on demand for our on-air
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inventory, and in general, we respond to this demand by varying prices rather
than varying our target inventory level for a particular station. As a result,
most changes in revenue are explained by demand-driven pricing changes rather
than changes in available inventory.
We believe that radio is one of the most efficient and cost-effective
means for advertisers to reach specific demographic groups. Advertising rates
charged by radio stations are based primarily on:
o a station's share of audiences in the demographic groups
targeted by advertisers;
o the number of stations in the market competing for the same
demographic groups;
o the supply of and demand for radio advertising time; and
o certain qualitative factors.
Rates are generally highest during morning and afternoon commuting
hours. A station's listenership is reflected in ratings surveys that estimate
the number of listeners tuned to the station and the time they spend listening.
Each station's ratings are used by its advertisers and advertising
representatives in connection with advertising sales and are used by us to chart
audience growth, set advertising rates and adjust programming. The radio
broadcast industry's and our principal rating agency is Arbitron, which
publishes periodic ratings surveys for significant domestic radio markets.
Competition
The radio broadcasting industry is very competitive. The success of
each of our stations depends largely upon its audience ratings and its share of
the overall advertising revenues within its market. Our audience ratings and
advertising revenue are subject to change, and any adverse change in a
particular market affecting advertising expenditures or an adverse change in the
relative market positions of the stations located in a particular market could
have a material adverse effect on the revenues of our radio stations located in
that market. There can be no assurance that any one or all of our radio stations
will be able to maintain or increase current audience ratings or advertising
revenue market share.
Our stations compete directly for listeners and advertising revenues
with other radio stations within their respective markets. Radio stations
compete for listeners primarily on the basis of program content that appeals to
a particular demographic group. By building a strong listener base comprised of
specific demographic groups in each of its markets, we are able to attract
advertisers seeking to reach those listeners. Radio stations periodically change
their formats to compete directly with other stations for listeners and
advertisers. Another station's decision to convert to a format similar to that
of one of our radio stations in the same geographic area or launch an aggressive
promotional campaign may result in lower ratings and advertising revenue,
increased promotion and other expenses and, accordingly, lower our broadcast
cash flow.
Factors that are material to a radio station's competitive position
include management experience, the station's local audience rank in its market,
transmitter power, assigned frequency, audience characteristics, local program
acceptance and the number and characteristics of other radio stations in the
market area. We attempt to improve our competitive position in each of our
markets by extensively researching our stations' programming, by implementing
advertising campaigns aimed at the demographic groups for which our stations
program and by managing our sales efforts to attract a larger
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share of advertising dollars for each individual station. In selling
advertising, however, we compete with many organizations that have substantially
greater financial and other resources.
Recent changes in the Communications Act and the FCC's rules and
policies permit increased ownership and operation of multiple local radio
stations. As a result, organizations are acquiring and operating larger blocks
of radio stations. We compete with these organizations, as well as other radio
station groups, to purchase additional stations. Some of these groups are owned
or operated by companies that have substantially greater financial and other
resources.
Although the radio broadcasting industry is highly competitive, and
competition is enhanced to some extent by changes in existing radio station
formats and upgrades of power, certain regulatory limitations on market entry
continue to exist. The operation of a radio broadcast station requires a license
from the FCC, and the number of radio stations that an entity can operate in a
given market is limited by the availability of FM and AM radio frequencies
allotted or assigned by the FCC to communities in that market, as well as by the
FCC's multiple ownership rules regulating the number of stations that may be
owned and controlled by a single entity. See "Federal Regulation of Radio
Broadcasting."
In addition to other radio stations, we compete for advertising
revenues with other media, including newspapers, broadcast television, cable
television, magazines, direct mail, coupons and outdoor advertising. The radio
broadcasting industry also competes with new media technologies, such as the
delivery of audio programming by cable television systems, over the Internet,
and by satellite digital audio radio services. Digital audio radio services may
deliver by satellite to nationwide and regional audiences, multi-channel,
multi-format, digital radio services with sound quality equivalent to compact
discs. The delivery of information through the presently unregulated Internet
also could create a new form of competition. Despite the introduction of new
technologies for the delivery of entertainment and information, including
television broadcasting, cable television, audio tapes and compact discs, the
radio broadcasting industry historically has grown. A growing population and
greater availability of radios, particularly car and portable radios, have
contributed to this growth. There can be no assurance, however, that the
introduction of new media technology will not have an adverse effect on the
radio broadcasting industry.
Cable Television
We entered the cable television industry in 1965, when we were awarded
the franchise to operate in York, Pennsylvania. Our cable systems currently
serve approximately 192,000 subscribers as of December 31, 2000 through 13
signal receiving and transmitting facilities (head-ends) in Pennsylvania,
Mississippi, Maine, Illinois and Indiana. We own, develop and operate
geographically clustered cable television systems in small and medium-sized
communities. We believe that these systems are less susceptible to competition
and subscriber turnover than urban cable television systems and result in more
predictable revenue and cash flow.
Our business strategy for cable television includes the following key
elements intended to enhance our operating and financial performance:
o Build strategic clusters. To maximize operating efficiencies,
we have pursued the development and acquisition of cable
television systems in communities that are within close
proximity to our existing systems.
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o Focus on customer satisfaction. To maximize customer
satisfaction, we strive to provide reliable, high-quality
service offerings, superior customer service and attractive
programming choices at reasonable rates.
o Continue upgrade of technical facilities. We seek to provide
reliable, high-quality cable television services to our
customers. To achieve this goal we are continually expanding
and upgrading our cable systems to increase channel capacity,
enhance signal quality, improve technical reliability and
reduce the number of head-ends in existing systems.
o Develop new sources of revenues. We believe that the
investment we have made in our cable systems has enabled us to
generate additional revenue by providing expanded tiers of
basic programming, digital cable services, premium services,
and additional pay-per-view services. In addition, we are
expanding new services, such as Internet access, high-speed
data, video-on-demand and other interactive services.
The Cable Television Industry
A cable customer generally pays an initial installation charge and
fixed monthly fees for cable television services and for other services (such as
the rental of converters and remote control devices). Such monthly service fees
constitute the primary source of revenue for cable television operators. In
addition to these services, cable television operators generate revenue from
additional fees paid by customers for pay-per-view programming of movies and
special events and from the sale of available advertising spots on
advertiser-supported programming. Cable television operators frequently also
offer to their customers home shopping services, from which the systems receive
a share of revenue from sales of products in the systems' service areas. Cable
television operators are also generating increasing revenues from the sale of
enhanced data services. Cable television revenues tend to be stable, growing
over the last 15 years at an 11.7% compound annual rate, compared to a gross
domestic product growth rate of 6.0%. Cable television did not experience a
single down year in revenue during this period of time. Cable television systems
offer customers various levels (or "tiers") of cable television services
consisting of:
o a limited basic service, comprised of off-air broadcast
television signals, local origination programming produced by
the cable system and/or public access groups, and a limited
number of satellite services such as home shopping channels
and C-Span; and
o an expanded basic service, comprised of satellite delivered,
non-broadcast channels such as: Cable News Network (CNN),
Entertainment and Sports Programming Network (ESPN) and
Turner Network Television (TNT).
For an extra monthly charge, cable television systems also offer
premium television services. These services (such as Home Box Office, Cinemax
and Showtime) are satellite delivered channels offering feature films, live
sporting events, concerts and other special entertainment features presented
without commercial interruption.
Digital cable, a new subscription service, offers enhanced television
viewing with interactive guides, compact disc quality music channels, theater
sound quality, and multiple services of premium and pay-per-view channels. These
additional product offerings are made possible by use of bandwidth-saving
digital compression.
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A cable television system receives television, radio and data signals
that are transmitted to the system's head-end by means of off-air antennae,
microwave relay systems and satellite earth stations. These signals are then
modulated, amplified and distributed, primarily through coaxial cable, and in
some instances fiber optic cable, to customers who pay a fee for this service.
Cable television systems may also originate their own television programming and
other information services for distribution through the system. Cable television
systems generally are constructed and operated pursuant to non-exclusive
franchises or similar licenses granted by local governmental authorities for a
specified term of years, generally for extended periods of up to 15 years.
Cable Properties
The following table sets forth certain information regarding our cable
systems as of December 31, 2000. Homes passed represents the maximum number of
homes that could become subscribers in the particular cable system. Basic
penetration represents basic subscribers as a percentage of homes passed.
Digital penetration represents digital terminals as a percentage of basic
subscribers. Premium penetration represents premium units as a percentage of
basic subscribers. Premium units represents the aggregate number of individual
premium services (e.g., HBO, Cinemax, Showtime) for which customers have
subscribed. Cable modem penetration represents cable modem subscribers as a
percentage of homes passed. Average monthly revenue per basic subscriber
represents revenues divided by 12 divided by the weighted average number of
subscribers for the year.
Average
Monthly
Cable Revenue
Homes Basic Basic Digital Premium Modem Per Basic
Cable System Passed Subscribers Penetration Penetration Penetration Penetration Subscriber
------------ ------ ----------- ----------- ----------- ----------- ----------- ----------
Pennsylvania
York............. 115,876 91,127 78.6% 10.6% 45.2% 2.9% $41.15
Williamsport...... 49,496 37,490 75.7 8.2 35.6 3.7 41.73
Mississippi
Rankin............. 34,426 23,326 67.8 17.4 47.0 NA 41.31
Maine
Brunswick....... 27,562 19,893 72.2 7.0 31.1 11.6 43.89
Illinois/Indiana
Midwest.......... 26,908 20,293 75.4 8.5 38.8 0.3 35.81
Totals 254,268 192,129 75.6% 10.3% 41.3% 3.3% $40.99
Cable Systems
The following table sets forth certain selected technical, operating
and financial data for each of our cable systems as of and for the year ended
December 31, 2000. Density represents homes passed divided by miles of plant.
Plant bandwidth represents percentage of plant mileage within a system served by
the indicated plant bandwidth. Basic penetration represents basic subscribers as
a percentage of homes passed. Digital terminals represents the number of active
terminals for which customers have subscribed to digital services. Digital
penetration represents digital terminals as a percentage of basic subscribers.
Premium units represents the aggregate number of individual premium services
(e.g., HBO, Cinemax, Showtime) for which customers have subscribed. Premium
penetration represents premium
11
units as a percentage of basic subscribers. Average monthly revenue per basic
subscriber represents revenues divided by 12 divided by the weighted average
number of subscribers for the year.
SELECTED TECHNICAL, OPERATING AND FINANCIAL DATA BY CABLE SYSTEM
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2000
YORK WILLIAMSPORT RANKIN BRUNSWICK MIDWEST TOTAL
---- ------------ ------ --------- ------- -----
TECHNICAL DATA:
Miles of Plant.............................. 1,612 840 639 741 526 4,358
Density..................................... 72 59 54 37 51 58
Head-ends................................... 1 4 2 2 4 13
Planned 2001 Head-end eliminations 0 3 0 1 0 4
Plant Bandwidth: 0
330-450MHz............................ 17.0% 20.0% 78.0% 31.0% 29.0% 30.0%
550 MHz............................... 0.0% 0.0% 22.0% 33.0% 71.0% 17.0%
750 MHz............................... 83.0% 80.0% 0.0% 36.0% 0.0% 53.0%
OPERATING DATA:
Homes passed................................ 115,876 49,496 34,426 27,562 26,908 254,268
Basic subscribers........................... 91,127 37,490 23,326 19,893 20,293 192,129
Basic penetration........................... 78.6% 75.7% 67.8% 72.2% 75.4% 75.6%
Digital terminals........................... 9,626 3,060 4,054 1,390 1,716 19,846
Digital penetration......................... 10.6% 8.2% 17.4% 7.0% 8.5% 10.3%
Premium units............................... 41,162 13,349 10,952 6,184 7,875 79,522
Premium penetration......................... 45.2% 35.6% 47.0% 31.1% 38.8% 41.3%
FINANCIAL DATA:
Revenue (in thousands)...................... $44,339 $17,993 $11,453 $10,520 $8,808 $93,113
Average monthly revenue per
basic subscriber......................... $41.15 $41.73 $41.31 $43.89 $35.81 $40.99
York. The York, Pennsylvania cable system is our largest, serving
subscribers in 34 municipalities and accounting for 47% of our total
subscribers. A hybrid fiber/coaxial rebuild of the York system began in 1995,
and approximately 83% of the system has cable plant with bandwidth capacity of
750 MHz. The rebuild is expected to be completed by the end of 2001. The York
system is two-way capable, which allows cable modem service and other services.
Cable modem service has been provided to customers since 1997. Digital services
were launched in October 1999, with penetration exceeding 10% of basic customers
as of December 31, 2000.
Williamsport. The Williamsport system accounts for 20% of our total
subscribers. Approximately 80% of the system has been rebuilt to 750 MHz, and
the rebuild is expected to be completed by the second quarter of 2001. The
system is two-way capable. Cable modem services are presently offered to
consumers and commercial customers. Digital services were launched in June ,with
penetration exceeding 8% of basic customers as of December 31, 2000. On
September 1, 2000, we acquired the adjacent cable systems from AT&T, which
served 2,200 total basic subscribers. The systems will be technically merged
into the main Williamsport system when the rebuild is completed in 2001.
Rankin. The Rankin County, Mississippi cable system encompasses three
small towns, many upscale suburban developments and the southeastern shore of an
attractive reservoir recreation area just east of the state capital of Jackson.
The area continues to experience housing growth. Over the past five years, the
average annual compound internal growth rate of new subscribers to the Rankin
system has been 4.5%, and the system accounts for 12% of our total subscribers.
Approximately 95% of the Rankin system currently has a bandwidth of 450 MHz or
greater. The system launched digital technology in February 2000, and digital
penetration exceeds 17% of basic customers.
12
Brunswick. The Brunswick cable system serves the communities of
Brunswick, Freeport, Bath, Harpswell and Woolwich, Maine and accounts for 10% of
our total subscribers. Approximately 70% of the Brunswick system has been
rebuilt to a minimum of 550 MHz. The primary head-end in Brunswick serves
approximately 91% of the subscribers. The remaining small head-end acquired in
December 1998 will be eliminated over the next 12 months and linked to the
Brunswick head-end. The Brunswick system is two-way capable. The system has been
providing cable modem service since 1996 to commercial customers and since 1998
to residential customers. Digital services were launched in August 2000, and
achieved 7% penetration to basic customers at December 31, 2000.
Midwest. The Midwest cable group serves Shelbyville, Indiana and Olney
and DuQuoin, Illinois. Shelbyville offers attractive demographics and growth
opportunities as a result of its proximity to the growing Indianapolis market.
The Midwest group accounts for 11% of our total subscribers. The systems
currently have bandwidth ranging from 330 MHz to 550 MHz, with 71% at 550MHz.
Digital services were launched in 2000, in both Indiana and Illinois with
penetration exceeding 8% of basic customers.
Programming
We have various contracts to obtain basic, satellite and premium
programming for our cable systems from program suppliers, including, in limited
circumstances, some broadcast stations, with compensation generally based on a
fixed fee per customer or a percentage of the gross receipts for the particular
service. Some program suppliers provide volume discount pricing structures and
some offer marketing support.
In January 2000, Comcast Corporation acquired Lenfest Communications,
Inc. and consequently, Lenfest's interest in Susquehanna Cable and certain of
its subsidiaries. Programming costs for 2000 were approximately $1.9 million
higher due to the loss of previous programming discounts received due to
Lenfest's ownership. We anticipate that the cost of cable programming will
increase in the future as cable programming rates increase and additional
sources of cable programming become available.
Programming costs are expected to increase in the ordinary course of
our business as a result of increases in the number of basic subscribers,
increased costs to purchase cable programming, expansion of the number of
channels provided to customers and contractual rate increases from programming
suppliers. In the event that we acquire Comcast's ownership interests in
Susquehanna Cable, our programming costs will increase faster than they would
otherwise. See Part III, Item 13 of this annual report for additional details
regarding our relationship with Comcast.
Marketing, Customer Service And Community Relations
Our cable marketing strategy is designed to increase total revenues and
revenues per subscriber by:
o aggressively promoting and marketing our current services;
o expanding our product offerings; and
o providing superior customer service.
13
We believe that this strategy will enable us to acquire new customers
and maintain a positive relationship with existing customers to retain their
business and sell them additional products. Implementation strategies include:
o targeted marketing campaigns using door-to-door sales, direct
mail and telemarketing;
o price promotions, such as installation specials, to attract
new subscribers and discounts for premium packages for
multi-pay customers;
o introduction of multiplexed premium channels to improve their
price/value perception; and
o advertisement and sponsorship of community-based events to
enhance our local presence.
We believe that providing superior customer service is a key element of
our long-term success because the quality of customer service affects our
ability to retain customers. We believe that it also contributes to subscriber
growth and positions us to sell additional products and services. To enhance
customer service, we have initiated programs to improve the skills of our
employees. In 1998, we introduced an initiative for customer service employees
entitled Sales Training for Excellence in Leadership, Learning and Retention
(STELLAR) which includes extensive training, performance follow-up and
standardized skills for all customer service representatives. An enhanced
program piloted in 2000, called STELLAR +, is geared specifically toward
improvement of sales performance through measurement, coaching and compensation
incentives.
Recognizing that positive franchise and public relations are crucial to
our overall success, we emphasize maintaining good working relationships with
municipal officials in our franchise areas and with the communities that we
serve. Our local management meets regularly with municipal officials to keep
them informed of both our activities and trends in the industry. As a result of
these working relationships, we receive valuable feedback on our standing with
the municipalities and the satisfaction of our customers. Local management is
also responsible for maintaining a high level of visibility for us, which is
accomplished through active involvement in various community and nonprofit
organizations.
Technology
As part of our commitment to customer service, we seek to provide
reliable, high-quality cable television service. As such, our primary objective
with respect to Susquehanna Cable's capital expenditures is to maintain, expand
and upgrade its cable plant to improve and expand its cable television services.
Through a capital investment program, we are expanding channel capacity,
enhancing signal quality, improving technical reliability and providing a
platform to deliver high-speed data services, including Internet access. We
believe that such technical improvements and upgrades create additional revenue
opportunities, enhance operating efficiencies, improve franchising relations and
increase customer satisfaction. We expect capital spending in 2001 for rebuild
activities to total $12.7 million.
14
The following table summarizes, as of December 31, 2000, our existing
bandwidth profile and our bandwidth profile upon completion of work-in-progress
projects (which are generally expected to be completed by the end of 2001).
330 TO 450 MHZ 550 MHZ 750 MHZ
(Approximately 60 (Approximately 82 (Approximately 82
Analog Channels) Analog Channels) Analog Channels) (1)
---------------- ---------------- --------------------
EXISTING BANDWIDTH PROFILE
Miles of plant 1,307 740 2,311
% miles of plant 30% 17% 53%
BANDWIDTH PROFILE UPON
COMPLETION OF WORK IN PROGRESS
Miles of plant 523 915 2,920
% miles of plant 12% 21% 67%
(1) Plus 200 MHz of additional bandwidth for digital programming and other
enhanced services.
Our use of fiber optic technology as an enhancement to coaxial is
enabling us to consolidate head-ends and reduce amplifier cascades, thereby
improving picture quality and system reliability and reducing head-end and
maintenance expenditures. Fiber optic strands are capable of carrying hundreds
of video, data and voice channels over extended distances without the extensive
signal amplification typically required for coaxial cable. We anticipate that
the installation of fiber optic cable will allow us to consolidate from 13
head-ends as of December 31, 2000 to 9 head-ends by the end of 2001. In our
larger systems, fiber optic technology is deployed in a "ring" design providing
a redundant path for video and data signals being delivered to large subscriber
groups. This approach provides an extra degree of reliability in the event that
fiber optic cable is damaged on the primary path.
Digital compression is a technology that enables cable operators to
increase channel capacity of cable television systems by permitting a
significantly increased number of digitalized video signals to fit within a
cable television system's existing bandwidth. At December 31, 2000, digitally
compressed services were available to 88% of our customer base, and we expect
that availability will be 99% by December 31, 2001.
The provision of high-speed cable modems to residential and business
customers has recently become a source of additional revenue to the cable
industry. Cable modems provide Internet access at higher speeds and lower costs
than the technologies offered by other communication providers. For example, a
10 megabit-capable cable modem provides Internet access at download speeds
approximately 10 times faster than typical 56.0 kilobit dial-up telephone modem
connections. Cable modem service is now available in York and Williamsport,
Pennsylvania and Brunswick, Maine and on a more limited basis in Shelbyville,
Indiana.
Other Services
Susquehanna Data Services. Susquehanna Data Services, Inc., a
wholly-owned subsidiary of ours, was formed in 1996 to provide Internet and data
networking services to residential and business customers. Marketing its
products and services under the tradename "BlazeNet," Susquehanna Data Services
offers Internet access over both telephone and cable modems, website creation,
hosting and maintenance, local and wide area network design, construction and
operation, and telecommunications products from Susquehanna Adelphia
Telecommunications and other local telephone companies. As a
15
website host, we provide a central computer that is connected to the Internet 24
hours a day. We store all of our customers' website files on our computer so
that each website and all of its content are available to users worldwide at all
times. Our local and wide area network services enable us to provide network
services in both a limited area, such as a building or campus, or a larger area
extending beyond a single building or campus. As of December 31, 2000, BlazeNet
provided access service to approximately 12,400 business and consumer accounts.
Approximately 27% of these accounts access the Internet using cable modems. Our
Internet access business continues to grow rapidly, with an increase in accounts
of over 39% in 2000.
During 2000, BlazeNet acquired the assets of two web development
companies for $8.2 million. BlazeNet has merged the operations of the two
companies under common management to enhance our ability to pursue, develop,
deploy and maintain custom web sites. Our customers include entertainers,
publishers, associations, governmental and commercial entities.
In addition to benefits created with Susquehanna Cable, BlazeNet is
actively working with both Susquehanna Radio and The Pfaltzgraff Co. to host
their websites. BlazeNet has also made progress developing an electronic
commerce product. Offering consulting, design, development, implementation and
hosting services for companies wanting to sell products on the Internet,
BlazeNet utilizes its programming and design staff to implement custom solutions
using custom-developed programs.
Adelphia Partnership. In 1997, Susquehanna Media, through its
wholly-owned subsidiary Susquehanna Fiber Systems, Inc., entered into a 50/50
partnership with Hyperion Telecommunications of Pennsylvania, Inc., now Adelphia
Business Solutions, Inc., a subsidiary of Adelphia Communications Corp., to
enter the competitive local exchange carrier business in the York, Pennsylvania
market. The partnership provides long distance access circuits to businesses
bypassing the local telephone company, point-to-point data circuits and switched
business access services. Susquehanna Cable has constructed and maintains a 180
mile fiber optic SONET ring network that is leased to the partnership under a
long-term contract. As of December 31, 2000, the partnership provided service to
88 buildings in the York area and had over 8,000 access lines installed.
In 2000, we entered into an agreement with Adelphia Business Solutions
Inc. to construct a fiber optic network in the Williamsport market totaling
approximately 120 miles. Completion of this project is expected in second
quarter 2001, at a cost of approximately $2.0 million.
Franchises
Cable television systems are constructed and operated under fixed-term
non-exclusive franchises or other types of operating permits that are granted by
local governmental authorities. These franchises contain many conditions, such
as:
o time limitations on commencement and completion of
construction;
o conditions of service, including mix of programming required
to meet the needs and interests of the community;
o the provision of free service to schools and certain other
public institutions;
o the maintenance of insurance and indemnity bonds; and
16
o the payment of fees to communities.
Certain of these franchises may require the imposition of penalties if
the franchise agreements are violated. Certain provisions of these local
franchises are subject to limits imposed by federal law.
As of December 31, 2000, we held a total of 129 franchises. Many of
these franchises require the payment of fees to the issuing authorities ranging
from 1% to 5% of gross revenues (as defined by each franchise agreement) from
the related cable system. The Cable Communications Policy Act of 1984 (1984
Cable Act) prohibits franchising authorities from imposing annual franchise fees
in excess of 5% of gross annual revenues and permits the cable television system
operator to seek renegotiation and modification of franchise requirements if
warranted by changed circumstances that render performance commercially
impracticable.
Our cable franchises expire at various times through 2015. The
following table sets forth certain information relating to our franchises:
Number of Percentage of Total Percentage of Total
Year of Franchise Expiration Franchises Franchises Basic Subscribers
---------------------------- ---------- ---------- -----------------
2001-2003...................... 36 28% 31%
2004 and after................. 93 72% 69%
-- --- ---
Total 129 100% 100%
=== ==== ====
The 1984 Cable Act and the Cable Television Consumer Protection and
Competition Act of 1992 (1992 Cable Act) provide, among other things, for an
orderly franchise renewal process, which limits a franchising authority's
ability to deny a franchise renewal if the incumbent operator follows prescribed
renewal procedures. In addition, the 1984 and 1992 Cable Acts establish
comprehensive renewal procedures, which require, when properly elected by an
operator, that an incumbent franchisee's renewal application be assessed on its
own merits and not as part of a comparative process with competing applications.
Upon a franchise renewal request, however, a franchise authority may seek to add
new and more onerous requirements upon the cable operator, such as significant
upgrades in facilities and services or increased franchise fees, as a condition
or renewal. We believe that our relationship with local franchise authorities is
good. Although we cannot provide guarantees, we anticipate our franchises will
be renewed upon expiration.
Competition
Cable television systems face competition from alternative methods of
distributing video programming and from other sources of news, information and
entertainment. These sources include direct broadcast satellite, off-air
television broadcast programming, newspapers, movie theaters, live sporting
events, interactive online computer services and home video products, including
videotape cassette recorders. The extent to which a cable television system is
competitive depends, in part, upon that system's ability to provide, at a
reasonable price to customers, a greater variety of programming and other
communications services than those available off-air or through alternative
delivery sources and upon superior technical performance and customer service.
Competing Franchises. Cable television systems generally operate
pursuant to franchises granted on a non-exclusive basis. Franchising authorities
may not unreasonably deny requests for
17
additional franchises and may operate cable television systems themselves.
Well-financed businesses from outside the cable television industry (such as the
public utilities that own the poles to which cable is attached) may become
competitors for franchises or providers of competing services. We are aware of
direct competition from other franchised cable television operators (called
"overbuilding") in systems that service less than 1% of its total basic
subscribers. Additional cable television systems may be constructed in our other
franchise areas.
Digital Broadcast Satellites. The fastest growing method of satellite
distribution is by high-powered direct broadcast satellites utilizing video
compression technology, which provides more than 100 channels of programming
over a single high-powered digital broadcast satellite. Digital broadcast
satellite service can be received virtually anywhere in the United States
through small rooftop or side-mounted antennae and is not subject to certain
local restrictions on the location and use of digital broadcast satellite and
other satellite receiver dishes. Digital broadcast satellite service is
presently being heavily marketed on a nationwide basis by two service providers.
Digital broadcast satellite systems offer more programming and with digital
quality, but may have higher up-front costs or require long-term agreements and
may lack local programming and service. Both digital broadcast satellite
providers offer some local signals in a limited number of markets. Digital
broadcast satellite providers in a portion of our Midwest market offer some
local programming.
Satellite Master Antenna Television Systems. Cable television operators
also face competition from private satellite master antenna television systems
that serve condominiums, apartment and office complexes and private residential
developments. Like cable television systems, satellite master antenna television
systems offer both improved reception of local television stations and many of
the same satellite-delivered program services. Satellite master antenna
television operators often enter into exclusive agreements with building owners
or homeowners associations, although some states have enacted laws that
authorize franchised cable television operators access to such private
complexes. Packages of data and video services are also being offered to private
residential and commercial developments. As long as they do not use public
rights-of-way, satellite master antenna television systems can interconnect
non-commonly owned buildings without having to comply with many of the local,
state and federal regulations that are imposed on cable television systems. Our
ability to compete for customers in residential and commercial developments
served by satellite master antenna television operators is uncertain.
Local Multipoint Distribution Service. Local multipoint distribution
service, a new wireless service, can deliver over 100 channels of programming
directly to consumers' homes. A large amount of this spectrum was auctioned in
March 1998, and cable television operators and local telephone companies were
restricted in their participation in this auction. It is uncertain whether this
spectrum will be used to deliver multichannel video programming and other
services to subscribers and thereby compete with franchised cable television
systems.
Multichannel Multipoint Distribution Systems. Multichannel multipoint
distribution systems use low power microwave frequencies to transmit video
programming over the air to customers. Wireless distribution services provide
many of the same programming services as cable television systems, and digital
compression technology is likely to increase significantly the channel capacity
of their systems. Multichannel multipoint distribution systems service requires
unobstructed "line of sight" transmission paths. In the majority of our
franchise service areas, prohibitive topography and "line of sight" access have
limited, and are likely to continue to limit, competition from multichannel
multipoint distribution systems. Moreover, in the majority of our franchise
areas, multichannel multipoint distribution systems operators face significant
barriers to growth because lower population densities make these areas less
attractive. We are not aware of any significant multichannel multipoint
distribution systems operation
18
currently within our cable television franchise service areas, other than
Wireless One, Inc., which competes with us in Rankin County, Mississippi.
Local Exchange Carriers. The Telecommunications Act of 1996 (1996
Telecom Act) allows local exchange carriers and others to compete with cable
television systems and other video services in their telephone service
territory, subject to certain regulatory requirements. Local exchange carriers
use a variety of distribution methods, including both broadband wire facilities
and wireless transmission facilities within and outside of their telephone
service areas. Local exchange carriers and other telephone companies have an
existing relationship with the households in their service areas, have
substantial financial resources, and may have an existing infrastructure capable
of delivering cable television service. Unlike cable television systems, local
exchange carriers are not required, under certain circumstances, to obtain local
franchises to deliver video services and are not subject to certain obligations
imposed under such franchises. We believe that our rural markets are unlikely to
support competition in the provision of video and telecommunications broadband
services given the lower population densities and higher capital costs per
household of installing plant.
Public Utilities. Registered utility holding companies and their
subsidiaries may provide telecommunications services (including cable
television). Electric utilities must establish separate subsidiaries known as
"exempt telecommunications companies" and must apply to the FCC for operating
authority. Due to their resources, electric utilities could be formidable
competitors to traditional cable television systems. Electric utilities also
have the potential to become significant competitors in the video marketplace,
as many of them already possess fiber optic transmission lines in certain of the
areas they serve. In the last year, several utilities have announced, commenced,
or moved forward with ventures involving multichannel video programming
distribution.
Other New Technologies. Other new technologies, including
Internet-based services, may compete with cable television systems. Incumbent
television broadcast licensees may obtain licenses for digital television, which
can deliver high definition television pictures, multiple digital-quality
program streams, as well as CD-quality audio programming and advanced digital
services, such as data transfer or subscription video. Television broadcast
stations are authorized to transmit textual and graphic information. Commercial
and noncommercial FM stations may use their subcarrier frequencies to provide
nonbroadcast services, including data transmissions. In addition, over-the-air
interactive video and data service permits two-way interaction with commercial
and educational programming, along with informational and data services. Local
exchange carriers and other common carriers provide facilities for the
transmission and distribution of video services, including interactive
computer-based services like the Internet, data and other nonvideo services.
Advances in communications technology, as well as changes in the
marketplace and the regulatory and legislative environments, are constantly
occurring. We are not, therefore, able to predict the effect that current or
future developments might have on the cable industry or on our operations. See
"Cautionary Note Regarding Forward-Looking Statements."
Employees
We have approximately 1,530 employees as of December 31, 2000. No
employees are covered by collective bargaining agreements, and we consider
relations with our employees to be good.
19
Cable Performance Share Plan
On July 1, 2000, the first of a three-step change in the valuation of
Susquehanna Cable's performance share plan occurred. Performance shares were
previously valued using a formula. On July 1, 2000, performance shares were
revalued based 2/3 on the former formula and 1/3 on fair value as determined by
Susquehanna Pfaltzgraff Co.'s independent valuation for ESOP purposes performed
as of December 31, 1999. On April 1, 2001, performance shares will be valued
based 1/3 on the former formula and 2/3 on fair value as of December 31, 2000.
On April 1, 2002, performance shares values will be entirely based on fair value
as of December 31, 2001. In the first step of the valuation change, the Cable
and Other segments recognized charges against operating income and Adjusted
EBITDA of $1.9 million and $1.1 million, respectively. We expect that charges
against operating income and Adjusted EBITDA for the second step in the
valuation change, will be $2.7 million in the Cable segment and $1.5 million in
the Other segment in second quarter 2001. We cannot predict the impact on Net
Income and Adjusted EBITDA from the April 1, 2002 valuation change.
Radio Employee Stock Plan
On July 1, 2000, the Radio Employee Stock Plan's non-voting Class B
common stock, was revalued in a similar manner to the performance share plan.
Radio Class B common stock, which was previously valued using a formula, will
also transition to fair value by April 1, 2002, like the Cable performance share
plan. While there was no expense recognized for the Radio plan's July 2000
change in valuation, minority interests increased approximately $19 million. We
expect Radio minority interests to increase an additional $23.7 million in April
2001 due to the next step in the valuation change. We cannot predict the impact
on net income and Adjusted EBITDA from the April 1, 2002 valuation change.
Federal Regulation of Radio Broadcasting
Introduction
The ownership, operation and sale of broadcast stations, including
those licensed to us, are subject to the jurisdiction of the FCC, which acts
under authority derived from the Communications Act of 1934 (the Communications
Act). The Communications Act was amended in 1996 by the 1996 Telecom Act to make
changes in several broadcast laws. Among other things, the FCC grants permits
and licenses to construct and operate radio stations; assigns frequency bands
for broadcasting; determines whether to approve changes in ownership or control
of station licenses; regulates equipment used by stations and the operating
power and other technical parameters of stations; adopts and implements
regulations and policies that directly or indirectly affect the ownership,
operation and employment practices of stations; regulates some forms of radio
broadcasting programming; and has the power to impose penalties for violations
of its rules under the Communications Act.
License Grant and Renewal
Radio broadcast licenses are granted and renewed for maximum terms of
eight years. Licenses must be renewed through an application to the FCC. The
Communications Act requires that the FCC grant the renewal of a station's
license if the FCC finds that, during the preceding term of the license, the
station has served the public interest, convenience and necessity, that there
have been no serious violations by the licensee of the Communications Act or the
rules and regulations of the FCC, and that there have been no other violations
by the licensee of the Communications Act or the rules and regulations of the
FCC that, when taken together, would constitute a pattern of abuse.
20
Petitions to deny license renewal applications can be filed by
interested parties, including members of the public. Such petitions may raise
various issues before the FCC. The FCC is required to hold hearings on renewal
applications if it is unable to determine that renewal of a license would serve
the public interest, convenience and necessity, or if a petition to deny raises
a "substantial and material question of fact" as to whether the grant of the
renewal application would be prima facie inconsistent with the public interest,
convenience and necessity. Also, during certain periods when a renewal
application is pending, the transferability of the applicant's license may be
restricted. Historically, we have not experienced any material problems renewing
our licenses to operate our radio stations and are not currently aware of any
facts that would prevent the timely renewal of our licenses. There can be no
assurance, however, that our licenses will be renewed.
The following table sets forth certain regulatory information regarding
each of the stations owned by us. "HAAT," which applies to FM stations only,
represents height above average terrain. Height above average terrain means the
actual height of the station's transmitting antenna above the ground level of
the surrounding terrain and is used to measure the coverage of an FM station.
The FCC class determines the maximum power and maximum height above average
terrain for the particular station.
Frequency Power in Expiration
City of (FM-MHZ) FCC HAAT Kilowatts Date of
Market and Stations License (AM-KHZ) Class (Meters) (Day) License
------------------- ------- --------- ----- -------- --------- ----------
San Francisco, CA
KNBR-AM......... San Francisco 680 KHz A -- 50 KW December 1, 2005
KFOG-FM......... San Francisco 104.5 MHz B 459 7.1 KW December 1, 2005
KFFG-FM......... Los Altos 97.7 MHz A 137 3.3 KW December 1, 2005
KSAN-FM......... San Mateo 107.7 MHz B 354 8.9 KW December 1, 2005
KTCT-AM......... San Mateo 1050 KHz B -- 50 KW December 1, 2005
Dallas/Ft. Worth, TX
KLIF-AM......... Dallas 570 KHz B -- 5 KW August 1, 2005
KKLF-AM......... Dennison/Sherman 950 KHz B -- .5 KW August 1, 2005
KTCK-AM......... Dallas 1310 KHz B -- 9 KW August 1, 2005
KPLX-FM......... Ft. Worth 99.5 MHz C 511 100 KW August 1, 2005
KKMR-FM......... Haltom City 93.3 MHz C2 133 50 KW August 1, 2005
KMRR-FM......... Sanger 104.1 MHz C3 150 11 KW August 1, 2005
KTBK-AM......... Sherman 1700 KHz B -- 10 KW August 1, 2005
KGVL-AM (1)..... Greenville 1400 KHz C 1 KW August 1, 2005
KIKT-FM (1)..... Greenville 935 MHz A 100 1.8 KW August 1, 2005
Houston, TX
KRBE-FM......... Houston 104.1 MHz C 585 100 KW August 1, 2005
Atlanta, GA
WNNX-FM......... Atlanta 99.7 MHz C 315 100 KW April 1, 2004
WWWQ-FM College Park 100.5 MHz C3 291 3 KW Pending
Cincinnati, OH
WRRM-FM......... Cincinnati 98.5 MHz B 246 17.5 KW October 1, 2004
WMOJ-FM......... Fairfield 94.9 MHz B 322 10.5 KW October 1, 2004
Indianapolis, IN
WFMS-FM......... Indianapolis 95.5 MHz B 302 13 KW August 1, 2004
WGRL-FM......... Noblesville 93.9 MHz A 150 2.75 KW August 1, 2004
WGLD-FM......... Indianapolis 104.5 MHz B 150 50 KW August 1, 2004
Kansas City, MO
KCMO-FM......... Kansas City 94.9 MHz C 321 100 KW February 1, 2005
KCMO-AM......... Kansas City 710 KHz B -- 10 KW February 1, 2005
KCFX-FM.........Harrisonville, MO 101.1 MHz C1 300 100 KW February 1, 2005
KGAR-FM......... Garden City, MO 105.1 MHz C1 299 100 KW Pending
York/Lancaster, PA
WSBA-AM......... York 910 KHz B -- 5 KW August 1, 2006
WARM-FM......... York 103.3 MHz B 398 6.4 KW August 1, 2006
Albemarle, NC
WABZ-FM(1)...... Albemarle 100.9 MHz A 61 3 KW December 1, 2003
- --------------------
(1) Operated by a third party under a time brokerage agreement.
Regulatory Approvals
Broadcast licenses may not be assigned nor may the control of broadcast
licenses be transferred without the prior approval of the FCC. In determining
whether to assign, transfer, grant or renew a
21
broadcast license, the FCC considers a number of factors pertaining to the
proposed licensee, including limits on common ownership of media properties,
financial qualifications of the proposed licensee, the "character" of the
proposed licensee (including that no party to the application (i.e. officer,
director, or 10% or greater owner) is subject to the denial of federal benefits
that include FCC benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of
1988, 21 U.S.C. sec.862), limitations on alien ownership, and compliance with
programming, public file and anti-discrimination requirements.
Assigning a license or transferring control requires the filing of an
application with the FCC. The FCC staff reviews the application and determines
whether to grant the application. This process generally takes about four
months. During the application process, interested parties and the public may
file petitions, during specific periods of time, to deny or raise objections to
the application. A full FCC review of staff action can be requested, and final
FCC approval or disapproval is subject to judicial review.
Absent a timely request for reconsideration, administrative review or
judicial review, the FCC staff's grant of an application becomes final by
operation of law and generally is no longer subject to administrative or
judicial review.
The pendency of a license renewal application may alter the
aforementioned timetables, because the FCC might not issue an unconditional
assignment grant if the station's license renewal is pending.
Ownership Matters
The 1996 Telecom Act and the FCC's broadcast multiple ownership rules
do not restrict the number of radio stations one person or entity may own
(including having an attributable interest in), operate or control on a national
level, but do impose restrictions on a local level.
These restrictions are:
(i) in a market with 45 or more commercial radio signals, an
entity may own up to eight commercial radio stations, not more than
five of which are in the same service (FM or AM);
(ii) in a market with between 30 and 44 (inclusive) commercial
radio signals, an entity may own up to seven commercial radio stations,
not more than four of which are in the same service;
(iii) in a market with between 15 and 29 (inclusive)
commercial radio signals, an entity may own up to six commercial radio
stations, not more than four of which are in the same service; and
(iv) in a market with 14 or fewer commercial radio signals, an
entity may own up to five commercial radio stations, not more than
three of which are in the same service, except that an entity may not
own more than 50% of the stations in such market.
The foregoing summarizes the material radio broadcast industry
regulations with which we must comply. However, it does not purport to describe
all present and proposed regulations and legislation relating to the radio
broadcasting industry, some of which may be subject to judicial and legislative
review and change, and their impact on the radio broadcasting industry or us
cannot be predicted at this time.
22
Regulation of Cable Television
The cable television industry is regulated by the FCC, some state
governments and substantially all local governments. In addition, various
legislative and regulatory proposals under consideration from time to time by
the Congress and various federal agencies have in the past, and may in the
future, materially affect us and the cable television industry. The following is
a summary of federal laws and regulations materially affecting the growth and
operation of the cable television industry and a description of certain state
and local laws. We believe that the regulation of the cable television industry
remains a matter of interest to Congress, the FCC and other regulatory
authorities. There can be no assurance as to what, if any, future actions such
legislative and regulatory authorities may take or the effect thereof on us.
Federal Legislation
The principal federal statute governing the cable television industry
is the Communications Act of 1934, as amended. As it affects the cable
television industry, the Communications Act has been significantly amended on
three occasions, by the 1984 Cable Act, the 1992 Cable Act and the 1996 Telecom
Act. The 1996 Telecom Act altered the regulatory structure governing the
nation's telecommunications providers. It removed barriers to competition in
both the cable television market and the local telephone market. Among other
things, it also reduced the scope of cable rate regulation.
Federal Regulation
The FCC is the principal federal regulatory agency with jurisdiction
over cable television. It has adopted regulations covering such areas as
cross-ownership between cable television systems and other communications
businesses, carriage of television broadcast programming, cable rates, consumer
protection and customer service, leased access, indecent programming, programmer
access to cable television systems, programming agreements, technical standards,
consumer electronics equipment compatibility, ownership of home wiring, program
exclusivity, equal employment opportunity, consumer education and lockbox
enforcement, origination cablecasting and sponsorship identification, political
programming and advertising, advertising during children's programming, signal
leakage and frequency use, maintenance of various records, and antenna structure
notification, marking and lighting. The FCC has the authority to enforce these
regulations through the imposition of substantial fines, the issuance of cease
and desist orders and/or the imposition of other administrative sanctions, such
as the revocation of FCC licenses needed to operate certain transmission
facilities often used in connection with cable operations. A brief summary of
certain of these federal regulations as adopted to date follows.
Rate Regulation
Where a cable television system is not subject to effective
competition, the rates for the basic service tier (the lowest level of cable
programming service which must include local broadcast channels and public
access channels) may be regulated by the local franchising authority at its
option. Rates for cable programming service tiers, which generally include
programming other than the channels carried on the basic service tier, and for
programming offered on a per-channel or per-program basis are not subject to
governmental regulations. If local franchising authorities choose to regulate
basic service rates, they may order reductions and, in certain circumstances,
refunds of existing monthly rates and charges for associated equipment. In
carrying out their rate regulatory authority, however, local officials are
subject to certain FCC standards such as the obligation to evaluate rates in
accordance with FCC approval
23
benchmark formulas or cost-of-service showings. Future rates of regulated cable
systems may not exceed an inflation-indexed amount, plus increases in certain
costs beyond the cable operator's control, such as taxes, franchise fees and
increased programming costs. Cost-based adjustments to these capped rates also
can be made in the event a cable televisions operator adds or deletes channels.
There is also a streamlined cost-of-service metrology available to justify a
rate increase for "significant" system rebuilds or upgrades. We currently are
being regulated for basic services, installation and equipment rates in five of
our franchise areas, three in Maine and two in Mississippi.
Existing regulations require cable television systems to permit
customers to purchase video programming on a per channel or a per program basis
without the necessity of subscribing to any tier of service, other than the
basic service tier, unless the cable television system is technically incapable
of doing so. Generally, this exemption from compliance with the statute for
cable television systems that do not have such technical capability is available
until a cable television system obtains the capability, but not later than
December 2002.
Carriage of Broadcast Television Signals
The 1992 Cable Act contains signal carriage requirements which allow
commercial television broadcast stations that are "local" to a cable television
system (i.e., the system is located in the station's designated market area) to
elect every three years whether to require the cable television system to carry
the station, subject to certain exceptions, or whether the cable television
system will have to negotiate for "retransmission consent" to carry the station.
The next election between must-carry and retransmission consent will be October
1, 2002. A cable television system is generally required to devote up to
one-third of its activated channel capacity for the carriage of local commercial
television stations whether pursuant to the mandatory carriage requirements or
retransmission consent requirements of the 1992 Cable Act. Local non-commercial
television stations are also given mandatory carriage rights, subject to certain
exceptions, on cable systems with the principal head-end located within the
larger of: (i) a 50-mile radius from the station's city of license; or (ii) the
station's Grade B contour (a measure of signal strength). Unlike commercial
stations, noncommercial stations are not given the option to negotiate
retransmission consent for the carriage of their signal. In addition, cable
television systems have to obtain retransmission consent for the carriage of all
"distant" commercial broadcast stations, except for certain "superstations"
(i.e., commercial satellite-delivered independent stations such as WGN). To
date, compliance with the "retransmission consent" and "must carry" provisions
of the 1992 Cable Act has not had a material effect on us, although this result
may change in the future depending on such factors as market conditions, channel
capacity and similar matters when such arrangements are renegotiated. The FCC
has initiated a rulemaking proceeding on the carriage of television signals in
high definition and digital formats. The outcome of this proceeding could have a
material effect on the number of services that a cable operator will be required
to carry.
Renewal of Franchises and Franchise Fees
The 1984 Cable Act established renewal procedures and criteria designed
to protect incumbent franchisees against arbitrary denials of renewal. While
these formal procedures are not mandatory unless timely invoked by either the
cable television operator or the franchising authority, they can provide
substantial protection to incumbent franchisees. Even after the formal renewal
procedures are invoked, franchising authorities and cable television operators
remain free to negotiate a renewal outside the formal process. Nevertheless,
renewal is by no means assured, as the franchisee must meet certain statutory
standards. Even if a franchise is renewed, a franchising authority may impose
new and more onerous requirements such as upgrading cable-related facilities and
equipment and complying with voluntary commitments, although the municipality
must take into account the cost of meeting such
24
requirements. In the case of franchises in effect prior to the effective date of
the 1984 Cable Act, franchising authorities may enforce requirements contained
in the franchise relating to facilities, equipment and services, whether or not
cable-related. The 1984 Cable Act, under certain limited circumstances, permits
a cable operator to obtain modifications of franchise obligations. Franchises
have generally been renewed for cable television operators that have provided
satisfactory services and have complied with the terms of their franchises.
Historically, we have not experienced any material problems renewing our
franchises for our cable television systems. We are not aware of any current or
past material failure on our part to comply with our franchise agreements. We
believe that we have generally complied with the terms of our franchises and
have provided quality levels of service.
The 1992 Cable Act makes several changes to the process under which a
cable television operator seeks to enforce his renewal rights which could make
it easier in some cases for a franchising authority to deny renewal. Franchising
authorities may consider the "level" of programming service provided by a cable
television operator in deciding whether to renew. For alleged franchise
violations occurring after December 29, 1984, franchising authorities have the
right to deny renewal because of an operator's failure to substantially comply
with the material terms of the franchise even if the franchising authority has
"effectively acquiesced" to such past violations. The franchising authority is,
however, precluded from denying renewal if, after giving the cable television
operator notice and opportunity to cure, it fails to respond to a written notice
from the cable television operator of its failure or inability to cure. Courts
may not reverse a denial of renewal based on procedural violations found to be
"harmless error."
Franchising authorities may generally impose franchise fees of up to 5%
of a cable television system's annual gross revenues, excluding revenues derived
from telecommunications services. However, they may be able to exact some
compensation for the use of public rights-of-way.
Channel Set-Asides
The 1984 Cable Act permits local franchising authorities to require
cable television operators to set aside certain television channels for public,
educational and governmental access programming. The 1984 Cable Act further
requires cable television systems with thirty-six or more activated channels to
designate a portion of their channel capacity for commercial leased access by
unaffiliated third parties to provide programming that may compete with services
offered by the cable television operator. The 1992 Cable Act requires leased
access rates to be set according to a formula determined by the FCC.
Copyright Matters
Cable systems must obtain copyright licenses for programming and
television signals they carry. Copyright authority for programming on
non-broadcast networks typically is obtained from the networks in question, and
copyright authority for programming originated locally by the cable system must
be obtained directly from copyright holders. The Copyright Act provides a
blanket license for copyrighted material on television stations whose signals a
cable system retransmits. Cable operators can obtain this license by filing
semi-annual reports and paying a percentage of their revenues as a royalty fee
to the U.S. Copyright Office, which then distributes the royalty pool to
copyright holders. For larger cable systems, these payments vary with the
numbers and type of distant television stations the system carries. From time to
time, Congress considers proposals to alter the blanket copyright license, some
of which could make the license more costly.
25
State and Local Regulation
Cable television systems generally are operated pursuant to
nonexclusive franchises, permits or licenses granted by a municipality or other
state or local government entity. The terms and conditions of franchises vary
materially from jurisdiction to jurisdiction. Franchises generally contain
provisions governing fees to be paid to the franchising authority, length of the
franchise term, renewal, sale or transfer of the franchise, territory of the
franchise, design and technical performance of the system, use and occupancy of
public streets and number and types of cable television services provided. The
1992 Cable Act prohibits exclusive franchises and allows franchising authorities
to regulate customer service and rates. Franchising authorities may operate
their own multichannel video distribution system without a franchise. States and
local franchising authorities may adopt certain restrictions on cable television
systems ownership.
The foregoing summarizes the material cable television industry
regulations with which we must comply. However, it does not purport to describe
all present and proposed federal, state and local regulations and legislation
relating to the cable television industry, some of which are subject to judicial
and legislative review and change, and their impact on the cable television
industry or us cannot be predicted at this time.
Item 2. Properties
The headquarters of our cable television operations are located in
York, Pennsylvania in office space leased from a related party. We do not have a
separate headquarters for our radio broadcast operations.
We lease nine studio facilities for our radio operations. We own
broadcast towers for 12 of our radio stations and lease 14 other broadcast
towers. We own the real property under seven of our broadcast towers and lease
the land under our other 19 towers. We own five, and lease five, head-end
facilities for our cable television operations. In connection with our cable
operations, we own eight tower locations and lease eight others. See also
"Business--Radio Properties" in Item 1 of this annual report.
Our principal physical assets with respect to our cable operations
consist of cable television operating plant and equipment, including signal
receiving, encoding and decoding devices, head-ends and distribution systems and
customer house drop equipment for each of our cable television systems. The
signal receiving apparatus typically includes a tower, antenna, ancillary
electronic equipment and earth stations for reception of satellite signals.
Head-ends, consisting of associated electronic equipment necessary for the
reception, amplification and modulation of signals, are located near the
receiving devices. Our distribution system consists primarily of coaxial and
fiber optic cables and related electronic equipment. See also "Business--Cable
Properties" and "--Cable Systems" in Item 1 of this annual report.
We believe that our properties are suitable for our operations and are
in good condition.
26
Item 3. Legal Proceedings
We currently and from time to time are involved in litigation
incidental to the conduct of our business, but we are not currently a party to
any lawsuit or proceeding which, in our opinion, is likely to have a material
adverse effect on us.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to security holders for a vote during the
fourth quarter of 2000.
27
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
There is no market for our common stock. All of our outstanding common
stock is owned by our parent, Susquehanna Pfaltzgraff Co.
28
Item 6. Selected Financial Data
The below selected financial data as of and for the years ended
December 31, 2000, 1999, 1998, 1997 and 1996 is derived from our audited
consolidated financial statements. Our audited consolidated financial statements
and related notes for the years ended December 31, 2000, 1999 and 1998 are
included elsewhere in this annual report. You should read this information and
the accompanying notes in conjunction with the consolidated financial statements
and related notes and the other financial information included elsewhere in this
annual report.
Year Ended December 31,
-----------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
(dollars in thousands)
INCOME STATEMENT DATA:
Revenues:
Radio $ 220,886 $ 185,193 $ 151,170 $ 131,438 $ 116,300
Cable 93,113 82,720 70,641 65,122 55,791
Other 6,590 3,353 1,616 539 85
--------- --------- --------- --------- ---------
Total revenues 320,589 271,266 223,427 197,099 172,176
Total operating expenses 240,004 203,218 172,224 154,389 135,385
--------- --------- --------- --------- ---------
Operating income 80,585 68,048 51,203 42,710 36,791
Interest expense, net 37,523 28,573 20,506 18,890 13,797
Gain (loss) on sale of assets (3,891) (1,499) 1,748 9,451 21,768
Interest income from loan to parent company 6,696 4,476 -- -- --
Pension curtailment gain -- 2,299 -- -- --
Other income (loss) (1,474) 379 334 426 1,177
--------- --------- --------- --------- ---------
Income before income taxes 44,393 45,130 32,779 33,697 45,939
Provision for income taxes 16,661 18,044 14,523 14,033 20,305
--------- --------- --------- --------- ---------
Income before extraordinary loss 27,732 27,086 18,256 19,664 25,634
Loss related to early retirement of debt -- (3,316) -- -- --
--------- --------- --------- --------- ---------
Income before minority interests 27,732 23,770 18,256 19,664 25,634
Minority interests (5,185) (4,140) (4,304) (3,070) (4,111)
--------- --------- --------- --------- ---------
Net income $ 22,547 $ 19,630 $ 13,952 $ 16,594 $ 21,523
========= ========= ========= ========= =========
BALANCE SHEET DATA (at end of period):
Total assets $ 659,457 $ 526,142 $ 355,141 $ 333,476 $ 238,628
Total debt 500,600 405,621 272,776 265,500 200,350
Stockholders' equity (deficit) 33,230 31,281 9,201 (2,295) (18,191)
RATIO OF EARNINGS TO FIXED CHARGES (1): 2.1x 2.4x 2.3x 2.7x 4.1x
SUPPLEMENTARY FINANCIAL DATA:
Adjusted EBITDA: (2)
Radio $ 83,332 $ 64,744 $ 42,553 $ 34,062 $ 29,761
Cable 36,664 35,458 31,699 29,511 23,975
Other 1,663 2,167 (386) (692) (1,236)
--------- --------- --------- --------- ---------
Total adjusted EBITDA $ 121,659 $ 102,369 $ 73,866 $ 62,881 $ 52,500
========= ========= ========= ========= =========
Cash flows related to:
Operating activities $ 67,123 $ 60,211 $ 36,843 $ 36,347 $ 21,711
Investing activities (163,496) (182,944) (38,842) (70,399) (81,588)
Financing activities 95,734 121,430 3,941 33,334 60,595
Capital expenditures $ 36,913 $ 33,066 $ 29,592 $ 22,610 $ 12,073
- --------------------
(1) The ratio of earnings to fixed charges is expressed as the ratio of
income before income taxes and extraordinary items plus fixed charges
(excluding capitalized interest) to fixed charges. Fixed charges
consist of interest expense, capitalized interest and one-third of
rental expense (the portion deemed representative of the interest
factor).
29
(2) We define adjusted EBITDA as net income before income taxes,
extraordinary items, interest expense, interest income, depreciation
and amortization, employee stock ownership plan expense, pension
curtailment gain, minority interest, and any gain or loss on the
disposition of assets. Employee stock ownership plan expense recognized
for the years ended December 31, 2000 and 1999 was $8.3 million and
$6.4 million, respectively.
Although adjusted EBITDA is not a measure of performance calculated in
accordance with generally accepted accounting principles, we believe
that adjusted EBITDA is a meaningful measure of performance because it
is commonly used in the radio and cable television industries to
analyze and compare radio and cable television companies on the basis
of operating performance, leverage and liquidity. In addition, our new
senior credit facility and the indenture that governs our 8.5% senior
subordinated notes contain certain covenants in which compliance is
measured by computations substantially similar to those used in
determining adjusted EBITDA. There are no legal restrictions on the use
of adjusted EBITDA, other than those contained in our new senior credit
facility and indenture. Management expects that adjusted EBITDA will be
used to satisfy working capital, debt service and capital expenditure
requirements and other commitments and contingencies. Adjusted EBITDA
should not be considered in isolation or as a substitute for or an
alternative to net income, cash flow from operating activities or other
income or cash flow data prepared in accordance with GAAP. Adjusted
EBITDA should not be considered as a measure of a company's operating
performance or liquidity. Adjusted EBITDA as presented may not be
comparable to other similarly titled measures used by other companies.
30
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis should be read in conjunction
with "Selected Financial Data" and our financial statements and the notes
thereto included elsewhere in this annual report. Much of the discussion in this
section involves forward-looking statements. Our actual results may differ
significantly from the results suggested by these forward-looking statements.
Overview
We are a diversified communications company with operations in radio
broadcasting and cable television. We are the largest privately owned radio
broadcaster and the 9th largest radio broadcaster overall in the United States
based on revenues. As of December 21, 2000 we owned and operated17 FM and 9 AM
stations that serve four of the nation's ten largest radio markets (San
Francisco, Dallas, Houston and Atlanta), as well as four other significant
markets (Cincinnati, Indianapolis, Kansas City, York, Pennsylvania and Anniston,
Alabama). We were also the 19th largest cable multiple system operator in the
United States with seven cable systems serving approximately 192,000 subscribers
as of December 31, 2000.
For the year ended December 31, 2000, we had revenues and adjusted
EBITDA of $320.6 million and $121.7 million, respectively, with approximately
69% of adjusted EBITDA generated by our radio broadcast operations and 30% by
our cable television operations. For the year ended December 31, 2000, our net
income was $22.5 million, our cash flows from (used in) operating, investing and
financing activities were $67.1 million, ($163.5) million and $95.7 million,
respectively, and our ratio of earnings to fixed charges was 2.1x.
We also provide Internet access and enhanced services to residential
and business customers under the tradename "BlazeNet." The services include:
o Internet access via telephone dial-up service or cable modem;
o website creation, hosting and maintenance; and
o local and wide area network design, construction and operation.
During 2000, BlazeNet acquired the assets of two web development
companies for $8.2 million. BlazeNet has merged the operations of the two
companies under common management to enhance our ability to pursue, develop,
deploy and maintain custom web sites. Our customers include entertainers,
publishers, associations, governmental and commercial entities.
Revenues. Our principal source of radio broadcasting revenue is the
sale of broadcasting time on our stations for advertising. Radio revenue is
reported net of agency commissions. Sales of advertising are affected by changes
in demand for advertising time by national and local advertisers and by
advertising rates charged by the stations. Radio station advertising rates are
based on a station's ability to attract audiences that match the demographic
groups that advertisers want to reach, the number of stations competing in a
marketplace and economic conditions. Radio stations attempt to maximize revenue
by adjusting advertising rates based upon local market conditions, by
controlling inventory, by creating demand and by increasing audience ratings.
Radio stations sometimes use barter or trade
31
agreements to exchange merchandise or services for advertising time with
advertisers, in lieu of cash. It is our policy not to pre-empt advertising paid
in cash with advertising paid in trade. For the years ended December 31, 2000,
1999 and 1998, cash advertising revenue was 99%, 99% and 98% of broadcasting
revenue, respectively. Seasonal revenue fluctuations are common in the radio
broadcasting industry, due primarily to fluctuations in expenditure levels by
local and national advertisers. Our radio revenues are lowest in the first
quarter and are relatively level in the other quarters.
Most of our cable revenues are derived from monthly subscriber fees for
cable television programming services and from fees incident to the provision of
such services, such as installation fees and fees for converter rentals and
rentals of remote control devices. Some revenues are derived from advertising.
Since cable is subject to regulation at the federal, state and local levels,
increases in rates charged for regulated services may be governed by the 1992
Cable Act and the 1996 Telecom Act. Cable revenues are affected by the timing of
subscriber rate increases.
Operating expenses. Radio operating expenses are comprised of employee
salaries and commissions, depreciation and amortization, programming expenses,
advertising expenses, promotion expenses and selling, general and administrative
expenses. General and administrative expenses include office administration and
other support functions that are handled on a centralized basis.
Cable operating expenses include programming expenses, employee
salaries and benefits, electricity, depreciation, amortization and selling,
general and administrative expenses for accounting and billing services,
franchise fees, office administration expenses and corporate charges.
Depreciation and amortization expense relates to the depreciation of
tangible assets used in the business and the amortization of franchise costs.
Adjusted EBITDA. Adjusted EBITDA is net income before income taxes,
extraordinary items, interest expense, interest income, depreciation and
amortization, employee stock ownership plan expense, pension curtailment gain,
minority interest and any gain or loss on the disposition of assets.
Results Of Operations
The following table summarizes our consolidated historical results of
operations and consolidated historical results of operations as a percentage of
revenues for the years ended December 31, 2000, 1999 and 1998 (in millions of
dollars):
2000 1999 1998
---- ---- ----
Revenues
Radio $ 220.9 68.8% $ 185.2 68.3% $ 151.2 67.7%
Cable 93.1 29.0% 82.7 30.5% 70.6 31.6%
Other 6.6 2.2% 3.4 1.2% 1.6 0.7%
------- ------ ------- ------ ------- ------
Total revenues 320.6 100.0% 271.3 100.0% 223.4 100.0%
------- ------ ------- ------ ------- ------
Operating expenses:
Operating, programming,
selling, general and
administrative 206.9 64.6% 175.7 64.7% 149.9 67.1%
Depreciation and amortization 33.1 10.3% 27.6 10.2% 22.3 10.0%
------- ------ ------- ------ ------- ------
Total operating expenses 240.0 74.9% 203.3 74.9% 172.2 77.1%
------- ------ ------- ------ ------- ------
32
Operating income $ 80.6 25.1% $ 68.0 25.1% $ 51.2 22.9%
======= ====== ======= ====== ======= ======
Net income $ 22.5 7.0% $ 19.6 7.2% $ 14.0 6.3%
======= ====== ======= ====== ======= ======
Adjusted EBITDA $ 121.7 38.0% $ 102.4 37.7% $ 73.9 33.1%
======= ====== ======= ====== ======= ======
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999
Revenues. Revenues increased $49.3 million, or 18%, from 1999 to 2000.
Radio revenues increased $35.7 million, or 19%, from 1999 to 2000. Radio's
revenue grew primarily from higher advertising rates. On July 20, 2000, three
radio stations were acquired in Kansas City, Missouri. The Kansas City radio
stations contributed $7.7 million to revenues, or 22% of the increased radio
revenues. Cable revenues increased $10.4 million, or 13%, from 1999 to 2000.
Rate increases on basic and expanded basic services were responsible for the
remaining growth in cable revenues. Other revenues grew $3.2 million from 1999
to 2000, due primarily to Blazenet sales growth.
Depreciation and amortization. Depreciation and amortization increased
$5.5 million, or 20%, from 1999 to 2000. Cable depreciation and amortization
expenses comprised $3.4 million of the increase, and resulted from the
continuation of our cable television system rebuilds and launches of digitally
compressed services. Radio depreciation and amortization increased $2.0 million,
or 25%, from 1999 to 2000. The acquisition of the three Kansas City radio
stations was responsible for $1.7 million or 85% of increased radio depreciation
and amortization.
Operating income. Operating income increased $12.6 million or 18% from
1999 to 2000. While depreciation and amortization increased faster than revenues
due to cable plant rebuilds and the Kansas City radio stations acquisition,
other operating expenses increased approximately 18%, or 5% faster than the
increase in revenues. The two largest increases to the operating expenses were
cable program costs caused by the loss of previous group discounts totaling $1.9
million and charges totaling $3.0 million related to the revaluation of the
cable performance share plan. Of the total charge for the performance share
revaluation, $1.9 million was recognized in the Cable segment and $1.1 million
in the Other segment. There was no significant impact to operating income from
the acquired Kansas City radio stations. Radio promotion and advertising costs
and sales commissions grew commensurately with revenues.
Net income. Net income increased $2.9 million or 15% from 1999 to 2000,
largely due to increased operating income. Loss on the replacement of cable
distribution plant was $2.4 million higher than in 1999. Interest expense, net
of interest income, increased $6.7 million from 1999 to 2000. A $1.0 million
loss was recognized due to the decline in value of certain investments. In 1999,
net income included a pension curtailment gain of $2.3 million and a $3.3
million extraordinary loss related to the early retirement of debt.
Adjusted EBITDA. Adjusted EBITDA increased $19.3 million, or 19%, from
1999 to 2000. Adjusted EBITDA as a percentage of revenues remained equal to 1999
at 38%. Higher operating income with increased depreciation and amortization
caused Adjusted Radio EBITDA to increase $18.6 million, or 29%, from 1999 to
2000. Adjusted Cable EBITDA increased $1.2 million, or 3%, between 1999 and
2000. The significant cost increases experienced in 2000 were increased cable
programming costs due to
33
the loss of discounts totaling $1.9 million and a $3.0 million charge for the
valuation change of Cable's performance share plan ($1.9 million was recognized
in Cable and $1.1 million in the Other segment).
Interest expense. Interest expense increased $9.0 million, or 31%,
between 1999 and 2000. The increase was due to $95.0 million of additional debt
incurred during 2000. Borrowings were used to acquire the assets of the three
Kansas City radio stations and to finance a portion of our cable rebuild
projects. Interest income of $6.7 million was recognized in 2000 from the loan
to our parent. The increase in interest expense, net of interest income, was
$6.7 million, or 28% from 1999 to 2000.
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
Revenues. Revenues increased $47.9 million, or 21%, from 1998 to 1999.
Radio revenues increased $34.0 million, or 23%, from 1998 to 1999. The number of
stations was comparable for 1998 and 1999. Radio's revenue growth was due to
higher advertising rates. Cable revenues increased $12.1 million, or 17%, from
1998 to 1999. Revenue from subscribers of Hanover Cable TV, which was acquired
on January 29, 1999, contributed $5.2 million or 43% of the increased cable
revenues. Rate increases on basic and expanded basic services were responsible
for the remaining growth in cable revenues.
Depreciation and amortization. Depreciation and amortization increased
$5.2 million, or 23%, from 1998 to 1999. Cable depreciation and amortization
expenses comprised $4.4 million of the increase, with the acquisition of Hanover
Cable TV being responsible for $2.4 million, or 46% of the change. Completed
phases of the cable rebuilds also contributed to 1999's increased expense. Radio
depreciation and amortization decreased $0.2 million, or 3%, from 1998 to 1999.
Operating income. Operating income increased $16.8 million, or 33%,
from 1998 to 1999. While depreciation and amortization increased faster than
revenue due to the Hanover Cable TV acquisition and cable plant rebuilds, other
expenses increased approximately 17% as compared to the 21% increase in
revenues. The largest single item contributing to the increase in operating
expenses was ESOP benefit cost of $6.4 million, or 21% of the increase, and was
a net cost for 1999. Cable service programming costs, radio promotion and
advertising and sales commissions grew commensurately with revenues.
Net income. Net income increased $5.6 million or 40% from 1998 to 1999,
largely due to increased operating income. The 1999 extraordinary loss related
to early retirement of debt decreased net income by $3.3 million. Income before
the extraordinary loss was $8.8 million, or 48% higher than 1998. Although gain
(loss) on sale of assets, pension curtailment gain and other income for 1999 was
$0.9 million less than the gain on sale of assets and other income in 1998, the
significant increase in operating income and, to a lesser extent, the 10%
decrease in the effective tax rate contributed to higher 1999 net income.
Adjusted EBITDA. Adjusted EBITDA increased $28.5 million, or 39%, from
1998 to 1999. Adjusted EBITDA as a percentage of revenues increased from 33% in
1998 to 38% in 1999. Adjusted Radio EBITDA increased $22.1 million, or 52%, from
1998 to 1999. Adjusted Cable EBITDA increased $3.8 million, or 12%, between 1998
and 1999. The improvement in adjusted EBITDA is due to the majority of the
Company's revenue increase being derived from Radio advertising rate increases
and revenue from the acquisition of Hanover Cable TV. The Hanover cable system
has been physically merged into the existing York operation, thus avoiding added
fixed costs. The most significant cost increases experienced in 1999, new ESOP
benefit costs and depreciation and amortization expenses from the Hanover Cable
TV acquisition and cable plant rebuilds, did not impact adjusted EBITDA.
34
Interest expense. Interest expense increased $8.1 million, or 39%,
between 1998 and 1999. This increase was due to additional debt incurred during
1999, which was used to loan $116.9 million to our parent to fund its ESOP, to
acquire the assets of Hanover Cable TV and to finance a portion of our cable
rebuild projects. Interest income of $4.5 million was recognized arising from
the loan to our parent. The net increase in interest was $3.6 million, or 18%
from 1998 to 1999.
Liquidity and Capital Resources
Historically, our primary sources of liquidity have been cash flow from
operations and borrowings under our senior credit facilities. Our future needs
for liquidity arise primarily from capital expenditures, potential acquisitions
of radio stations and cable systems, potential repurchases of our common stock,
and interest payable on the notes and our new senior credit facility.
Net cash provided by operating activities was $67.1 million and $60.2
million for the years ended December 31, 2000 and 1999, respectively. Our net
cash provided by operating activities was generated primarily by normal
operations.
Net cash used by investing activities was $163.5 million for the year
ended December 31, 2000. We purchased the Kansas City, Missouri radio stations
for approximately $113.2 million in 2000. Capital expenditures, excluding
acquisitions, were $36.9 million for the year ended December 31, 2000. Capital
expenditures over this period were used primarily to upgrade and maintain our
cable systems.
Net cash provided by financing activities, primarily from our credit
facilities, was $95.7 million for the year ended December 31, 2000.
Approximately $113.2 million cash was used to acquire the three Kansas City
radio stations.
Our acquisitions of radio stations and cable systems and our capital
expenditures have historically been financed with cash flow from operations and
borrowings under our senior credit facility. Capital expenditures, excluding
acquisitions, were $36.9 million, $33.1 million and $29.6 million for the years
ended December 31, 2000, 1999 and 1998, respectively. Capital expenditures over
this period were used primarily to upgrade and maintain our cable systems. We
expect to make capital expenditures of $38.0 million in 2001, primarily to
continue upgrading our current cable systems and complete the Williamsport
project for lease to Adelphia. We may be required to pay $10.0 million to the
former owners of WHMA-FM in 2001. See Note 12 to the Consolidated Financial
Statements.
On May 12, 1999, we sold $150 million of 8.5% Senior Subordinated Notes
due 2009 for 99.75% of their face value. Proceeds to us were $145.5 million. As
of December 31, 2000, the fair value of these notes was $147.8 million. Any
change in interest rates will affect the market value of these notes, however
cash outflows for semi-annual interest payments are fixed.
On May 12, 1999, we also entered into a senior credit facility arranged
by First Union Capital Markets Corp. The senior credit facility consists of a
$250 million revolver, a $100 million term loan A, and a $100 million term loan
B (which mature in 2007 and 2008, respectively), all collateralized by a pledge
of all of our material assets (excluding real property) and voting common stock.
The credit agreement governing the new senior credit facility requires us to
maintain certain financial leverage and interest coverage ratios, which we are
in compliance with as of the date of this annual report. As of December 31,
2000, we had $98.9 million of borrowing availability under our senior credit
facility.
35
We believe that funds generated from operations and the borrowing
availability under our new senior credit facility will be sufficient to finance
our current operations, our debt service obligations, including our obligations
under the notes, cash obligations in connection with potential repurchases of
our common stock and planned capital expenditures for the forseeable future.
From time to time, we evaluate potential acquisitions of radio stations, cable
television systems, and Internet-related businesses. In connection with future
acquisition opportunities, we may incur additional debt or issue additional
equity or debt securities depending on market conditions and other factors. We
have no current commitments or agreements with respect to any material
acquisitions.
Recent Accounting Pronouncements
In April of 2000, the Financial Accounting Standards Board issued FIN
44, "Accounting for Certain Transactions Involving Stock Compensation," an
interpretation of APB Opinion No. 25 "Accounting for Stock Issued to Employees."
FIN 44 was effective July 1, 2000. This interpretation clarifies (a) the
definition of employee for purposes of applying Opinion 25, (b) the criteria for
determining whether a plan qualifies as a noncompensatory plan, (c) the
accounting consequences of various modifications to the terms of a previously
fixed stock option or award, and (d) the accounting for an exchange of stock
compensation awards in a business combination.
In December of 1999, the Securities and Exchange Commission issued SAB
101, "Revenue Recognition in Financial Statements." SAB 101, as amended, is
effective no later than the fourth fiscal quarter of fiscal years beginning
after December 15, 1999. This staff accounting bulletin provides the staff's
views in applying generally accepted accounting principles to selected revenue
recognition issues.
Based on our operations as of December 31, 2000, neither of these
standards had a material effect on our financial statements.
In June 1998, the Financial Accounting Standards Board (FASB) issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."
This statement established accounting and reporting standards for derivatives
and hedging activities. Upon the adoption of SFAS No. 133, all derivatives are
required to be recognized in the statement of financial position as either
assets or liabilities and measured at fair value. In July 1999, the FASB issued
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133 - an amendment of FASB
Statement No. 133" deferring the effective date for implementation of SFAS No.
133 to fiscal years beginning after June 15, 2000. In June 2000, FASB issued
SFAS No. 138, which amends the accounting and reporting standards for SFAS No.
133 for certain derivative and hedging activities. Although we believe that
existing derivatives (principally cash free interest rate collars) qualify for
hedge accounting, we intend to value existing contracts at fair value. Due to
our limited use of derivative instruments, we believe the adoption of this new
pronouncement will not have a material effect on the Company's results of
operations or its financial position.
36
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
As of December 31, 2000, we had $350.6 million in variable rate debt.
The fair value of this debt approximates its carrying value. Variable rate debt
matures as follows (in thousands):
2002 $ 8,750 2006 $85,000
2003 17,000 2007 89,875
2004 31,600 2008 47,375
2005 71,000
Our interest rate exposure is primarily impacted by changes in LIBOR
rates. At December 31, 2000, the weighted average interest rate for the variable
rate debt was 8.3%. If LIBOR rates increased 1%, and sustained that increased
rate for an entire year, annual interest expense on variable rate debt as of
December 31, 2000 would increase by $3.5 million.
37
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements and report of independent
accountants of Susquehanna Media Co. and Subsidiaries are set forth on the pages
listed below:
Page
----
Report of Independent Accountants 39
Financial Statements
Consolidated Balance Sheets 40
Consolidated Statements of Income and Comprehensive Income 41
Consolidated Statements of Cash Flows 42
Consolidated Statements of Stockholders' Equity (Deficit) 43
Notes to Consolidated Financial Statements 44-57
38
Report of Independent Accountants
To the Board of Directors and Stockholders
Susquehanna Media Co. and subsidiaries:
In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of
Susquehanna Media Co. and subsidiaries (Company) at December 31, 2000 and 1999,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States. 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 auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
March 27, 2001
39
SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)
December 31,
2000 1999
---- ----
ASSETS
Current Assets
Cash and cash equivalents $ - $ 639
Accounts receivable, less allowance for doubtful
accounts of $1,990 in 2000 and $1,494 in 1999 51,189 43,017
Prepaid income taxes 1,028 -
Other current assets 4,683 4,400
--------- ---------
Total Current Assets 56,900 48,056
--------- ---------
Property, Plant and Equipment, at cost
Land 4,480 4,363
Buildings and improvements 11,695 10,556
Equipment 206,856 178,244
Construction-in-progress 20,022 25,656
--------- ---------
243,053 218,819
Accumulated depreciation and amortization 102,429 94,731
--------- ---------
Property, Plant and Equipment, net 140,624 124,088
--------- ---------
Intangible Assets, net (Notes 2, 3 and 5) 323,578 215,125
--------- ---------
Note Receivable from Parent (Note 9) 108,050 111,329
--------- ---------
Investments and Other Assets (Notes 2, 3, 6 and 9) 30,305 27,544
--------- ---------
$ 659,457 $ 526,142
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Cash overdrafts $ 598 $ -
Current portion of long-term debt (Note 3) 62 59
Accounts payable 12,859 15,350
Accrued interest 3,573 3,108
Accrued income taxes - 227
Deferred income taxes (Note 4) 494 815
Accrued salaries and benefits (Note 9) 4,940 4,985
Accrued franchise and licensing fees 2,897 2,438
Deferred income 3,044 1,237
Other accrued expenses 7,462 4,629
--------- ---------
Total Current Liabilities 35,929 32,848
--------- ---------
Long-term Debt (Note 3) 500,600 405,562
--------- ---------
Other Liabilities 5,605 832
--------- ---------
Deferred Income Taxes (Note 4) 38,988 37,166
--------- ---------
Minority Interests (Note 7) 45,105 18,453
--------- ---------
Stockholders' Equity (Notes 3 and 7)
Preferred stock - Voting, 7% cumulative with par
value of $100, 110,000 shares authorized 7,050 7,050
Common stock - Voting, $1 par value, 1,100,000 shares
authorized 1,100 1,100
Retained earnings 25,080 23,131
--------- ---------
Total Stockholders' Equity 33,230 31,281
--------- ---------
$ 659,457 $ 526,142
========= =========
The accompanying notes are an integral part of the consolidated financial
statements.
40
SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(dollars in thousands, except per share data)
For the Years Ended December 31,
2000 1999 1998
---- ---- ----
Revenues
Radio $ 220,886 $ 185,193 $ 151,170
Cable 93,113 82,720 70,641
Other 6,590 3,353 1,616
----------- ------------ ------------
Total revenues 320,589 271,266 223,427
----------- ------------ ------------
Operating Expenses
Operating and programming 113,633 95,145 82,783
Selling 36,710 32,286 26,795
General and administrative 56,528 48,215 40,317
Depreciation and amortization 33,133 27,572 22,329
----------- ------------ ------------
Total operating expenses 240,004 203,218 172,224
----------- ------------ ------------
Operating Income 80,585 68,048 51,203
Other Income (Expense)
Interest expense (37,523) (28,573) (20,506)
Interest income from loan to Parent (Note 9) 6,696 4,476 -
Gain (loss) on sale of assets (Note 2) (3,891) (1,499) 1,748
Pension curtailment gain - 2,299 -
Other (1,474) 379 334
----------- ------------ ------------
Income Before Income Taxes,
Extraordinary Loss and Minority
Interests 44,393 45,130 32,779
Provision for Income Taxes (Note 4) 16,661 18,044 14,523
----------- ------------ ------------
Income Before Extraordinary Loss and Minority Interests 27,732 27,086 18,256
Extraordinary Loss Related to Early Retirement of Debt,
net of $2,165 tax benefit (Note 3) - (3,316) -
----------- ------------ ------------
Income Before Minority Interests 27,732 23,770 18,256
Minority Interests (5,185) (4,140) (4,304)
----------- ------------ ------------
Net Income and Comprehensive Income 22,547 19,630 13,952
Preferred Dividends Declared (493) (493) (635)
----------- ------------ ------------
Net Income Available for Common Shares $ 22,054 $ 19,137 $ 13,317
=========== ============ ============
Basic Net Income Per Share (Note 8)
Income before extraordinary loss $ 20.05 $ 20.41 $ 12.11
Extraordinary loss - (3.01) -
----------- ------------ ------------
$ 20.05 $ 17.40 $ 12.11
=========== ============ ============
Diluted Net Income Per Share (Note 8)
Income before extraordinary loss $ 20.05 $ 20.13 $ 11.31
Extraordinary loss - (2.96) -
----------- ------------ ------------
$ 20.05 $ 17.17 $ 11.31
=========== ============ ============
The accompanying notes are an integral part of the consolidated financial
statements.
41
SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
2000 1999 1998
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 22,547 $ 19,630 $ 13,952
Adjustments to reconcile net income to net cash:
Depreciation and amortization 33,133 27,572 22,329
Minority interests 5,185 4,140 4,304
Loss (gain) on sale of assets 3,891 1,499 (1,748)
Deferred income taxes 1,502 4,124 2,938
Deferred financing amortization 1,183 885 791
Investment write-downs 1,100 - -
Equity in (income) losses of investees (342) (652) 534
Extraordinary loss - 3,316 -
Pension curtailment gain - (2,299) -
Imputed deferred compensation - 80 200
Changes in assets and liabilities:
Increase in accounts receivable, net (8,171) (10,694) (2,550)
Decrease (increase) in other current assets (302) (484) 209
Increase (decrease) in accounts payable (2,491) 5,236 (526)
Increase (decrease) in accrued interest 465 1,417 (896)
Increase (decrease) in prepaid/accrued income taxes (1,254) 1,501 (2,784)
Increase (decrease) in accrued ESOP benefit cost (1,240) 1,370 -
Increase in other accrued expenses 6,294 3,570 90
Increase in other liabilities 5,605 - -
------------ ------------- -------------
Net cash provided by operating activities 67,105 60,211 36,843
------------ ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Parent's repayment of note 3,297 5,521 -
Purchase of property, plant and equipment, net (36,913) (33,066) (29,592)
Acquisitions, net (125,160) (33,571) (10,131)
Increase in investments, other assets and intangible
assets (4,702) (4,978) (3,250)
Loan to Parent - (116,850) -
Proceeds related to exchange of cable assets - - 3,203
Other - - 928
------------ ------------- -------------
Net cash used by investing activities (163,478) (182,944) (38,842)
------------ ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in revolving credit borrowings 95,100 55,500 49,700
Increase (decrease) in cash overdraft 598 - (278)
Non-voting subsidiary common stock transactions 529 9 444
Payments of preferred dividends (493) (493) (635)
Proceeds from long-term debt - 350,000 -
Repayment of prior debt - (272,600) (42,600)
Payment of deferred financing costs - (8,061) -
Debt prepayment penalties - (2,925) -
Repurchase of preferred stock - - (2,690)
------------ ------------- -------------
Net cash provided by financing activities 95,734 121,430 3,941
------------ ------------- -------------
NET INCREASE (DECREASE) IN CASH (639) (1,303) 1,942
CASH AND CASH EQUIVALENTS, January 1, 639 1,942 -
------------ ------------- -------------
CASH AND CASH EQUIVALENTS, December 31, $ - $ 639 $ 1,942
============ ============ ============
The accompanying notes are an integral part of the consolidated
financial statements.
42
SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(in thousands)
Preferred Stock Common Stock Retained Earnings Stockholders'
(Accumulated
Shares Amounts Shares Amounts Deficit) Equity (Deficit)
------ ------- ------ ------- -------- ----------------
Balance, January 1, 1998 97 $9,740 1,100 $1,100 $ (13,135) $ (2,295)
Net income 13,952 13,952
Preferred dividends declared (635) (635)
Repurchase of preferred
stock (27) (2,690) (2,690)
Adjustment of minority
interest value 869 869
-------- -------- -------- -------- -------- --------
Balance, January 1, 1999 70 7,050 1,100 1,100 1,051 9,201
Net income 19,630 19,630
Preferred dividends declared (493) (493)
Merger of cable
subsidiaries (Note 2) 2,195 2,195
Adjustment of minority
interest value 748 748
-------- -------- -------- -------- -------- --------
Balance, January 1, 2000 70 7,050 1,100 1,100 23,131 31,281
Net income 22,547 22,547
Preferred dividends declared (493) (493)
Minority interest
revaluation (Note 7) (18,904) (18,904)
Adjustment of minority
interest value (1,201) (1,201)
-------- -------- -------- -------- -------- --------
Balance, December 31, 2000 70 $ 7,050 1,100 $ 1,100 $ 25,080 $ 33,230
======== ======== ======== ======== ======== ========
The accompanying notes are an integral part of the consolidated
financial statements.
43
1. Significant Accounting Policies
Nature of Operations - Susquehanna Media Co. (Media) and its
subsidiaries, Susquehanna Radio Corp. (Radio), Susquehanna Cable Co.
(Cable), Susquehanna Data Services, Inc. (BlazeNet), Susquehanna Fiber
Systems, Inc., Susquehanna ET Investment Inc., and Media PCS Ventures,
Inc. (collectively, the Company), are primarily in the businesses of radio
broadcasting, cable television services, Internet services and other
communications-related services. Susquehanna Fiber Systems, Inc. is a 50%
general partner in Susquehanna Adelphia Business Solutions, a competitive
access provider.
Through its subsidiaries, the Company operates radio stations in major U.S.
markets and cable television systems in Pennsylvania, Maine, Mississippi,
Illinois, and Indiana. Internet services are provided in Pennsylvania and
Mississippi. Radio advertising, cable television subscriptions, and
Internet services account for approximately 69%, 29%, and 2% of 2000
consolidated revenues, respectively. Radio, cable and Internet services
revenues were 68%, 31%, and 1% of 1999 consolidated revenues, respectively.
Radio, cable and Internet services revenues were 67%, 32%, and 1% of 1998
consolidated revenues, respectively.
Principles of Consolidation - The consolidated financial statements
include the accounts of Media and its subsidiaries. All significant
intercompany accounts and transactions are eliminated. All Media common
stock is owned by Susquehanna Pfaltzgraff Co. (the Parent).
Use of Estimates in the Preparation of Financial Statements - 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 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.
Cash and Cash Equivalents - The Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to be
cash equivalents.
Credit Risk - The Company's accounts receivable are largely from
consumers and consumer businesses whose ability to pay is subject to
changes in general economic conditions. Media's revenues were concentrated
in the following media markets:
2000 1999 1998
---- ---- ----
San Francisco 25% 25% 23%
York, PA 18% 19% 18%
Dallas - Fort Worth 14% 13% 13%
Property, Plant and Equipment - These assets are stated at cost.
Depreciation and amortization are computed on the straight-line method for
financial statement purposes based on the following estimated useful lives:
Buildings and improvements - 10 to 40 years
Equipment - 3 to 20 years
44
Depreciation expense was approximately $20.2 million, $16.5 million and
$12.6 million for the years ended December 31, 2000, 1999, and 1998,
respectively.
Asset additions and major renovations are capitalized and depreciated
over their estimated useful lives. Costs of maintenance, repairs and minor
renovations are charged against income. Gains or losses on dispositions are
credited to or charged against income, and the related costs and
accumulated depreciation are removed from the balance sheet.
Impairment of Long-Lived Assets - When events or changes in
circumstances indicate that the carrying value of an asset or group of
assets may be impaired, the estimated future undiscounted pretax cash flows
from the affected asset(s) are compared with carrying value to determine if
an impairment loss must be recognized. No impairment losses were recognized
in 2000, 1999 or 1998.
Disclosures about Fair Value of Financial Instruments - Financial
instruments include cash and cash equivalents, investments and long-term
debt. The fair value of investments and cash and cash equivalents
approximate their carrying values. Floating rate debt is considered fair
value. The Senior Subordinated Notes' fair value is based on market
quotations.
Investments and Other Assets - The Company's investments of less than
20% in other entities are reported using the cost method of accounting.
Investments in other entities, which are at least 20% and not more than 50%
owned, are reported using the equity method.
Net Income Per Share - Basic net income per share excludes dilution and
is computed by dividing consolidated net income available for common
shareholders by the weighted-average number of common shares outstanding
for the period (1.1 million shares for the years ended December 31, 2000,
1999, and 1998). Diluted net income per share in 1999 and 1998 reflects the
potential dilution that could occur if SRC common stock options were
exercised; resulting in the issuance of additional common stock that would
then share in SRC's earnings.
Revenues - Revenues are recognized in the periods that services are
provided. Radio revenues have been reported net of agency commissions.
Agency commissions for the fiscal years ended December 31, 2000, 1999, and
1998 were $30.8 million, $25.3 million, and $20.2 million, respectively.
Interest - Interest paid was $36.8 million, $27.3 million, and $21.8
million for the years ended December 31, 2000, 1999, and 1998,
respectively. Interest relating to construction of buildings and equipment
is capitalized as part of the related asset's cost. Capitalized interest
was $900 thousand for 2000, and $1.0 million for 1999 and $1.2 million for
1998.
Deferred financing costs are included in Investments and Other Assets
and are amortized on a straight-line basis over the repayment period of the
related debt.
Income Taxes - Income taxes are based on the liability method of
accounting. Deferred income taxes reflect the future tax consequences of
temporary differences between the tax bases of assets and liabilities and
their financial reporting balances at each year-end. Changes in enacted tax
rates are reflected in the tax provision as they occur.
New Accounting Pronouncements - In June 1998, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities."
45
This statement establishes accounting and reporting standards for
derivatives and hedging activities. Upon the adoption of the SFAS No. 133,
all derivatives are required to be recognized in the statement of financial
position as either assets or liabilities and measured at fair value. SFAS
No. 133 also requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria
are met. In June 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133 - an amendment of FASB Statement No. 133"
deferring the effective date for implementation of SFAS No. 133 to fiscal
years beginning after June 15, 2000. In June 2000, FASB issued SFAS No.
138, which amends the accounting and reporting standards of SFAS No. 133
for certain derivative and hedging activities. Although Media believes
existing derivatives (principally interest rate collars) qualify for hedge
accounting, it is the intention to value existing contracts at fair value.
Due to the limited use of derivative instruments, the adoption of this new
standard will not have a significant effect on the Company's results of
operations or its financial position.
In April of 2000, the Financial Accounting Standards Board issued FIN
44, "Accounting for Certain Transactions Involving Stock Compensation," an
interpretation of APB Opinion No. 25 "Accounting for Stock Issued to
Employees." FIN 44 was effective July 1, 2000. This interpretation
clarifies (a) the definition of employee for purposes of applying Opinion
25, (b) the criteria for determining whether a plan qualifies as a
noncompensatory plan, (c) the accounting consequences of various
modifications to the terms of a previously fixed stock option or award, and
(d) the accounting for an exchange of stock compensation awards in a
business combination.
In December of 1999, the Securities and Exchange Commission issued SAB
101, "Revenue Recognition in Financial Statements." SAB 101, as amended, is
effective no later than the fourth fiscal quarter of fiscal years beginning
after December 15, 1999. This staff accounting bulletin provides the
staff's views in applying generally accepted accounting principles to
selected revenue recognition issues.
Based on our operations as of December 31, 2000, neither of these
standards had a material effect on our financial statements.
2. Acquisitions, Exchanges, Dispositions and Mergers
On July 20, 2000 Susquehanna Radio Corp., purchased the assets of
Kansas City, Missouri radio stations KCMO-AM, KCMO-FM and KCFX-FM for
$113.2 million. Radio broadcast rights for the Kansas City Chiefs NFL
franchise through the 2002 football season were included in the purchase.
The contract requires annual rights payments ranging to $2.6 million in
2002. A rights payment of $2.2 million is being expensed over the 2000
football season. The Company's existing credit facilities were used to
finance the acquisition.
In Media's opinion, it was impracticable to obtain full financial
statements for the Stations acquired because they were not separate
business units, certain expenses were not historically allocated and
separate balance sheets were not prepared for the acquired Stations.
Accordingly, no proforma disclosures are included.
On October 19, 2000, Blazenet purchased the assets of Judd's Online,
Inc., a web development company based in Winchester, Virginia for $8.5
million cash, including approximately $1.6 million in working capital. The
Company is integrating its existing web development operations into Judd's
and marketing the services through an existing subsidiary.
On September 1, 2000 a Cable subsidiary purchased the assets serving
approximately 2,200 cable subscribers in the Montgomery/Collomsville,
Pennsylvania area for $3.8 million cash.
On May 22, 2000, Blazenet purchased the assets of Krone Group Inc., a
full service marketing communications firm located in Williamsport,
Pennsylvania, for $1.3 million cash.
On October 22, 1999, Susquehanna Radio Corp. purchased the assets of
KIKT-FM and KGVL-AM in Greenville, Texas for $1.2 million. The Company
simultaneously entered into a time brokerage agreement with a third party
permitting them to operate the stations while FCC approval is pending on
facility adjustments that will enhance signal coverage of another
company-owned station, KKMR-FM, Dallas/Fort Worth, Texas. The purchase
price has been included in Investments and Other Assets, since the station
may be ultimately sold or swapped to facilitate a separate strategic
acquisition.
46
On January 29, 1999, a Cable subsidiary purchased assets serving
approximately 17,000 cable subscribers in the Hanover, Pennsylvania area
for $33.4 million cash.
On November 30, 1998, a cable subsidiary exchanged assets serving
approximately 6,600 subscribers in Newcastle, Maine, Warren, Maine, and New
London, New Hampshire for assets serving approximately 4,500 subscribers in
Woolwich, Harpswell, and Freeport, Maine plus $3.2 million cash. A gain of
$3 million was recognized on the sale of assets involved in the exchange.
On June 15, 1998, Susquehanna Radio Corp. purchased the assets of
KXIL-FM and KDSX-AM in North Dallas for $3.6 million and $2.6 million,
respectively.
On June 2, 1998, Susquehanna Radio Corp. purchased the assets of
WABZ-FM in Albermarle, North Carolina for $1.7 million. The Company has
entered into a time brokerage agreement with a third party permitting them
to operate the station while awaiting FCC approval to relocate the signal
closer to Charlotte, North Carolina market and ultimately sell or swap the
station to facilitate a separate strategic acquisition. The purchase price
has been included in Investments and Other Assets.
All acquisitions during the years ended December 31, 2000, 1999 and
1998 have been accounted for as purchases. The results of their operations
have been included in the Consolidated Statements of Income since
acquisition. The Company has allocated the costs of purchased assets, at
their fair market values, excluding working capital, as follows (in
thousands):
2000 1999 1998
---- ---- ----
Radio
Property, plant and equipment $ 3,581 $ - $ 630
Investments and other assets - 1,171 1,703
Intangible assets 109,597 - 5,637
---------- --------- ---------
Total $ 113,178 $ 1,171 $ 7,970
========== ========= =========
Cable
Property, plant and equipment $ 819 $ 9,566 $ 1,328
Intangible assets 2,964 23,834 834
---------- --------- ---------
Total $ 3,783 $ 33,400 $ 2,162
========== ========= =========
Blazenet
Property, plant and equipment $ 566 $ - $ -
Intangible assets 7,633 - -
---------- --------- ---------
Total $ 8,199 $ - $ -
========== ========= =========
For disclosures related to the Consolidated Statements of Cash Flows,
acquired intangibles and property, plant and equipment of $2.0 million in
1998 were non-cash items.
Susquehanna Cable Co., and its subsidiaries are involved in an
extensive phased rebuilding of its distribution systems. Assets replaced in
the rebuilt phases were retired and related losses of $3.9 million in 2000,
$1.4 million in 1999, and $1.2 million in 1998 were recognized.
47
3. Long-Term Debt
2000 1999
---- ----
Long-term debt includes (in thousands):
8.5% Senior Subordinated Notes $ 150,000 $ 150,000
Term Loan "A" 100,000 100,000
Term Loan "B" 100,000 100,000
Revolving Credit Commitment 150,600 55,500
Other 62 121
---------- ----------
500,662 405,621
Less amounts payable within one year 62 59
---------- ----------
$ 500,600 $ 405,562
========== ==========
At December 31, 2000, $98.9 million was available for borrowing under
the revolving credit commitment.
On May 12, 1999, the Company sold $150.0 million of 8.5% Senior
Subordinated Notes due in 2009. Proceeds to the Company totaled $145.0
million. Interest is payable semi-annually. The Notes' fair value at
December 31, 2000 was $147.8 million.
On May 12, 1999, the prior Term Loan and Reducing Revolver Commitment
were replaced by a new $450.0 million Senior Secured Credit Facility with a
group of banks. The new facility's Revolving Credit Commitment allows the
Company to borrow up to $250.0 million. The revolving loans begin reducing
in 2002 and mature in 2007. The Company's two $100.0 million Term Loan
commitments begin amortizing in 2002 and mature in 2007 and 2008. Both the
Revolving Credit Commitment and Term Loans bear interest priced at the
LIBOR rate plus an applicable margin based on certain ratios. The interest
rate on the Revolving Credit Commitment was 7.86% and 7.63% at December 31,
2000 and 1999, respectively. The interest rate on Term Loan "A" was 7.97%
and 7.47% and the interest rate on Term Loan "B" was 9.19 % and 9.00% at
December 31, 2000 and 1999, respectively. Interest is payable quarterly or
on maturity of a LIBOR-based tranche.
The 8.61% Series A, 8.41% Series B and 11.15% Series C Senior Notes
with insurance companies were repaid on April 16, 1999 along with a
prepayment premium of $2.9 million. Coincident with the repayment of prior
long-term debt, the Company incurred a $3.3 million extraordinary loss (net
of related tax benefits) for payment of prepayment premiums and the
write-off of unamortized deferred financing costs.
The banks have collateralized interests in certain FCC licenses and
stock pledges from shareholders of the Company and its subsidiaries. The
banks are further collateralized by a first lien on all assets (tangible
and intangible) of the Company and its subsidiaries excluding realty and
vehicles. The Company has agreed to maintain debt coverage and financial
ratios at prescribed levels. The Company has further consented to restrict
payment of common stock dividends, investment transactions with affiliates,
ownership changes, sale of assets and issuance of additional debt.
48
Derivative financial instruments are used solely to limit interest rate
exposure on its Revolving Credit Commitment and are not used for trading
purposes. The Company has two zero cost interest rate collar agreements
expiring in 2001 with an aggregate notional amount of $50 million. The
effect of these agreements limits the interest rate exposure on the
notional amount to between 7.5% and 8%, plus an applicable margin.
The non-current portion of long-term debt matures in the following years
(in thousands):
2002 $8,750 2006 $85,000
2003 17,000 2007 89,875
2004 31,600 2008 47,375
2005 71,000 2009 150,000
4. Income Taxes
The provision for income taxes is summarized as follows for the years
ended December 31, (in thousands):
2000 1999 1998
---- ---- ----
Current
Federal $ 14,337 $ 11,195 $ 8,637
State 822 2,726 2,946
---------- ---------- ----------
Total current 15,159 13,921 11,583
---------- ---------- ----------
Deferred
Federal 1,503 4,393 2,671
State (1) (270) 269
---------- ---------- ----------
Total deferred 1,502 4,123 2,940
---------- ---------- ----------
Provision for Income Taxes $ 16,661 $ 18,044 $ 14,523
========== ========== ==========
Cash taxes paid for the years ended December 31, 2000, 1999, and 1998
were approximately $18.4 million, $14.1 million, and $14.5 million,
respectively.
The Company is included in the consolidated federal income tax return
of its Parent. The Company's tax provision is computed on a separate return
basis. Losses used in the consolidated return may reduce the Company's tax
payments on a pro rata basis.
Reconciliations of the difference between the U.S. statutory income tax
rate and the effective book income tax rate follow:
2000 1999 1998
---- ---- ----
U.S. statutory rate 35.0% 35.0% 35.0%
49
State income taxes, net of
Federal income tax benefit 1.2 3.5 6.4
Non-deductible amortization and expenses 1.2 1.2 1.5
Other 0.1 0.3 1.4
---- ---- ----
Effective book income tax rate 37.5% 40.0% 44.3%
==== ==== ====
At December 31, 2000 and 1999, deferred tax assets and liabilities
resulted from the following temporary differences (in thousands):
2000 1999
---- ----
Deferred tax assets:
Allowance for bad debts $ 494 $ 169
Investments in partnerships 685 134
Self insurance 119 122
Liabilities not recognized for tax purposes 163 141
Stock option benefits/deferred compensation 1,229 488
Deferred revenues - 420
--------- ---------
Total deferred tax assets 2,690 1,474
--------- ---------
Deferred tax liabilities:
Pension benefits 1,608 1,663
Book/Tax basis differences -tangible assets 20,277 19,445
Book/Tax basis differences -intangible assets 18,467 16,435
Investments in partnerships 1,516 1,711
Other liabilities 304 201
--------- ---------
Total deferred tax liabilities 42,172 39,455
--------- ---------
Net deferred tax liabilities $ 39,482 $ 37,981
========= =========
5. Intangible Assets
Intangible assets at cost are comprised of the following (in thousands):
2000 1999
---- ----
Federal Communications Commission license $ 266,775 $ 157,757
Cable franchise values 96,326 92,071
Goodwill 19,011 11,468
Cable subscriber lists 5,154 5,154
Favorable leases 3,629 3,497
Going concern and other values 11,673 11,613
--------- ---------
402,568 281,560
Accumulated Amortization 78,990 66,435
--------- ---------
$ 323,578 $ 215,125
========= =========
50
Cable franchise values and cable subscriber lists are being amortized
through 2015 and 2003, respectively. Favorable leases and covenants
not-to-compete are amortized according to the life of the agreements.
Federal Communications Commission (FCC) licenses, going concern values and
goodwill are amortized over periods of up to 40 years. Most intangible
assets are being amortized using the straight-line method. Amortization for
the years ended December 31, 2000, 1999, and 1998 was approximately $13.0
million, $11.0 million and $9.7 million, respectively.
6. Investments and Other Assets
KNBR, Inc., a subsidiary, is a limited partner in San Francisco
Baseball Associates L.P. In July 1998, KNBR, Inc. entered into a rights
agreement that extends radio station KNBR-AM's right to broadcast Giants'
baseball games through the 2004 baseball season. An $800,000 contract fee
was paid at signing. The agreement requires annual rights payments ranging
to $6 million in 2004. KNBR, Inc. expensed rights payment of $5.3 million,
$4.8 million, and $4.0 million during the 2000, 1999, and 1998 baseball
seasons, respectively.
A subsidiary is a 50% general partner in Susquehanna Adelphia Business
Solutions, a competitive access provider. Capital contributions of $1.3
million, and $2.3 million were made during the years ended December 31,
1999 and 1998, respectively.
Unamortized deferred financing costs were $6.4 million at December 31,
2000 and $7.0 million at December 31, 1999.
7. Stockholders' Equity
SRC maintains an Employee Stock Plan to compensate certain key
employees who may purchase SRC Class "B" non-voting common stock at the
then current value. With each share purchased, participants receive options
to purchase two additional shares at the same value. Options expire ten
years and one month after the grant date. Total shares and options offered
may not exceed 400,000 shares. Options awarded are subject to settlement in
cash. Shares are subject to repurchase by SRC, generally at values
determined annually in accordance with the Plan Agreement. The Plan's
transaction year is April 1 through March 31. Although SRC may modify,
suspend, or terminate the Plan at any time, previously offered purchase
rights or options are not subject to change.
Option activity in the SRC Employee Stock Plan was as follows:
Shares Option Price
------ ------------
Balance as January 1, 1998 94,864 $1.26 - $ 9.54
Granted 22,440 $18.82
Exercised (44,944) $1.26 - $14.24
------
Balance at December 31, 1998 72,360 $1.26 - $18.82
======
Balance as January 1, 1999 72,360 $1.26 - $18.82
Exercised (2,328) $1.26 - $18.82
-----
Balance at December 31, 1999 70,032 $1.26 - $18.82
======
Balance as January 1, 2000 70,032 $1.26 - $18.82
Exercised (70,032) $1.26 - $18.82
------
Balance at December 31, 2000 - $1.26 - $18.82
======
51
2000 1999 1998
---- ---- ----
Total compensation
expense (in thousands) $ - $ 80 $203
Risk free rate N/A N/A 5.73%
No options were granted in the years ended December 31, 2000 or 1999.
Susquehanna Cable Co.'s Performance Share Plan is a non-qualified
deferred compensation plan designed to compensate certain key employees.
Participants are granted performance share rights, which may be purchased
by deferring compensation. Share rights are valued using a formula based on
stockholders' equity, earnings and SCC's fair value as determined by
Susquehanna Pfaltzgraff Co.'s annual independent ESOP valuation. There were
no performance share rights granted in 1999 or 2000. There were no
unexercised SCC Performance Share rights at December 31, 2000.
On April 10, 2000, Susquehanna Pfaltzgraff Co.'s (the Company's parent)
Board of Directors changed the method of determining the repurchase value
for Susquehanna Radio Corp.'s (SRC's) Employee Stock Plan and Susquehanna
Cable Co.'s (SCC's) Performance Share Plan.
Over a period ending April 1, 2002, repurchase values for both plans
will transition to values based upon Susquehanna Pfaltzgraff Co.'s annual
independent ESOP valuation (fair value). On July 1, 2000, repurchase values
became based one-third on fair value and two-thirds on the previous formula
value. The revaluation of SRC non-voting common shares increased minority
interests by $18.9 million.
The revaluation of SCC performance shares resulted in recognition of a
$3.0 million compensation expense.
On April 1, 2001, repurchase values will be based two-thirds on fair
value and one-third on the previous formula value. On April 1, 2002 and
thereafter, repurchase values will be based on fair values for Radio and
Cable as determined by Susquehanna Pfaltzgraff Co.'s annual independent
ESOP valuation.
Certain minority interests are valued using a contractual formula,
which differs from a pro rata valuation. Accordingly, the contractual value
is used to determine the liability and any adjustment to the pro rata
amount is charged or credited to stockholders' equity. Other minority
interest expense recognized in the income statement is also adjusted for
subsidiaries with a stockholders' deficit.
On August 1, 1999, two Cable subsidiaries merged with two other Cable
subsidiaries. These mergers had no impact on the Company's results of
operations. The mergers of a subsidiary with stockholders' deficit into a
subsidiary with stockholders' equity resulted in a $2.2 million decrease in
minority interests and a corresponding increase in consolidated
stockholders' equity.
On October 21, 1998, the Company repurchased and retired $2.7 million
of preferred stock at par.
8. Basic and Diluted Net Income Per Share
The following table provides a reconciliation of the computation from
basic to diluted net income per share (in thousands, except for per share
data):
52
2000 1999 1998
---- ---- ----
Net income before extraordinary loss $ 22,547 $ 22,946 $ 13,952
Extraordinary loss - (3,316) -
------------ ------------ -----------
Net income 22,547 19,630 13,952
Preferred dividends declared (493) (493) (635)
------------ ------------ ------------
Basic net income available for common shares 22,054 19,137 13,317
Dilutive effect of potential issuance of SRC common stock - (248) (877)
----------- ------------ ------------
Dilutive net income available for common shares $ 22,054 $ 18,889 $ 12,440
=========== =========== ===========
Basic and diluted weighted-average shares 1,100 1,100 1,100
=========== =========== ===========
Basic net income per common share
Income before extraordinary loss $ 20.05 $ 20.41 $ 12.11
Extraordinary loss - (3.01) -
------------ ------------ -----------
$ 20.05 $ 17.40 $ 12.11
============ ============ ===========
Diluted net income per common share
Income before extraordinary loss $ 20.05 $ $20.13 $ 11.31
Extraordinary loss - (2.96) -
------------ ------------ -----------
$ 20.05 $ 17.17 $ 11.31
============ =========== ===========
9. Employee Benefits
On March 19, 1999, the Parent's Board of Directors approved creation of
an Employee Stock Ownership Plan (ESOP) for Susquehanna Pfaltzgraff Co.
Full-time employees participate in the ESOP. ESOP expense of $8.3 million
and $6.4 million was recorded for the years ended December 31, 2000 and
1999, respectively.
On May 12, 1999, the Company made a $116.9 million twenty-year loan to
its Parent at a 6% interest rate. Loan proceeds were used to fund the
Parent's ESOP. Principal and interest payments totaling $10.0 million are
receivable annually in December. On December 30, 2000 and 1999, the Parent
made principal payments of $3.3 million and $5.5 million, respectively. Due
to the Parent subsidiary relationship, it is impracticable to determine the
note's fair value.
Full-time employees of the Company and its subsidiaries are covered by
the Susquehanna Pfaltzgraff Co. Pension Plan (the Plan), a noncontributory
qualified defined benefit pension plan. Benefits under the Plan are based
on employees' years of service and earnings over part or all of their
careers through April 1999. On March 19, 1999, the Parent's Board of
Directors approved a cessation of benefit accruals under the Plan effective
April 30, 1999. Based on an independent actuary's calculations, the Company
was allocated a $2.3 million curtailment gain related to the Plan.
53
The funded status of the Plan at December 31, was as follows (in thousands):
2000 1999
---- ----
Benefit obligation, beginning of year $ 24,352 $ 31,876
Interest cost 1,770 1,744
Actuarial (gains) losses 559 (3.150)
Curtailments - (5,890)
Plan amendments - 798
Benefits paid (1,201) (1,026)
----------- -----------
Benefit obligation, end of year 25,480 24,352
----------- -----------
Fair value of plan assets, beginning of year 40,033 35,730
Actual return on plan assets (778) 5,329
Benefits paid (1,201) (1,026)
----------- -----------
Fair value of plan assets, end of year 38,054 40,033
----------- -----------
Excess of fair value of plan assets over
benefit obligation at end of year 12,574 15,681
Unrecognized net actuarial gain (5,195) (9,377)
Unrecognized prior service costs 709 754
----------- -----------
Prepaid pension cost at December 31, $ 8,088 $ 7,058
=========== ===========
The Plan's net pension costs for the years ended December 31, included the
following components (in thousands):
2000 1999 1998
---- ---- ----
Service cost $ 230 $ 230 $ 1,838
Interest cost 1,770 1,744 1,798
Expected return on plan assets (3,074) (2,719) (2,393)
Amortization of net asset - 4 13
Amortization of prior service cost 44 (41) 147
----------- ------------ -----------
Net periodic pension cost $ (1,030) $ (782) $ 1,403
============ ============ ===========
Negative pension cost recognized for the years ended December 31, 2000
and 1999 was $376 thousand and $219 thousand, respectively. Pension expense
allocated to the Company for the year ended December 31, 1998 was $1
million. Included in the Company's other assets are prepaid pension costs
of $3.9 million and $3.1 million at December 31, 2000 and 1999.
The Company's funding policy is to make contributions, as required by
various regulations, not to exceed the maximum amounts deductible for
federal income tax purposes (none in 2000 or 1999 and $740 thousand in
1998). Plan assets, primarily listed bonds and stocks, are held by
independent trustees. The weighted average discount rate used in
determining the actuarial present value of projected benefit obligations
was 7.25% for both 2000 and 1999. The expected long-term rate of return on
Plan assets was 9% for both 2000 and 1999.
54
The Parent also sponsors a defined contribution (401k) plan, which
covers all full-time employees. The plan matches 75% of the first 2% of
salary contributed by a participant. The Company contributed approximately
$714 thousand, $590 thousand and $446 thousand to the plan for the years
ended December 31, 2000, 1999 and 1998, respectively.
10. Lease Commitments
Rental expense for operating leases was $5.2 million, $4.6 million, and
$4.5 million for the years ended December 31, 2000, 1999, and 1998,
respectively.
Annual aggregate minimum rental commitments under non-cancelable
operating leases are as follows (in thousands of dollars):
2001 $4,511 2004 $3,764
2002 3,984 2005 3,824
2003 3,711 2006 and beyond 15,454
11. Related Parties
The Company purchases management services, office space and
administrative services from related parties, primarily its Parent.
Included in general and administrative expenses for the years ended
December 31, are charges for (in thousands):
2000 1999 1998
---- ---- ----
Management fees $ 4,103 $ 2,846 $ 2,722
Accounting, internal audit and tax services 732 630 589
Human resources 988 1,119 863
Treasury 314 354 270
Occupancy, vehicle rentals and administrative services 897 857 815
----------- ----------- -----------
$ 7,034 $ 5,806 $ 5,259
=========== =========== ===========
Expenses are allocated based on the Parent's best estimates of
proportional or incremental costs, whichever is more representative of
costs on a stand-alone basis. In management's opinion, expenses shown in
the financial statements approximate expenses on a stand-alone basis.
12. Contingencies and Commitments
On April 28, 2000, the Federal Communications Commission (FCC) issued a
Report and Order which approved the Company's Petition for Rule Making to
create a new FM signal, in College Park, Georgia, which would permit
WHMA-FM to relocate and serve the Atlanta Metro Area. A Petition for
Reconsideration dated June 16, 2000, was filed by a mutually exclusive
applicant. That Petition was dismissed by a Memorandum Opinion and Order
issued by the Mass Media Bureau of the FCC on February 7, 2001. The Order
of the FCC staff will become a final order unless an Application for Review
is filed to the full Commission. The Company also had submitted an
application for a construction permit on July 14, 2000, which was granted
on November 15, 2000. Six months after the construction permit becomes a
final order or on the FCC's grant of program
55
test authority, whichever first occurs, the Company must pay the former
owners of WHMA-FM $10,000,000 per the original purchase agreement.
An unrelated cable television Multiple System Operator (MSO) purchased
a 14.9% interest in Susquehanna Cable Co. and a 17.75% interest in each of
Susquehanna Cable Co.'s cable television operating subsidiaries in 1993. On
January 18, 2000, the MSO was acquired by an unrelated company. Cable
programming formerly acquired through the MSO cost approximately $1.9
million more in 2000 due to the ownership change.
The MSO may offer to purchase the Company's interest in its cable
television operations. The Company must either accept or reject an offer
within sixty days. If the Company rejects the offer, the MSO may require
the Company to repurchase the MSO's holdings at the offer price plus a fee
equal to 3% of the MSO's $25 million investment, compounded annually from
1993.
During the period November 12, 2000 through November 12, 2003, the MSO
may require the Company to repurchase its ownership interest at a price to
be determined by independent appraisers. The "Put Right" may not be
exercised if exercise would create default under certain debt agreements.
If the "Put Right" is exercised, the Company may, at its sole discretion
and in lieu of acquiring the MSO's ownership interests, sell Cable and pay
the MSO its pro rata share of net proceeds.
The Company is involved in litigation and administrative proceedings
primarily arising in the normal course of its business. In the opinion of
management, the Company's recovery, if any, or the Company's liability, if
any, under any pending litigation or administrative proceeding would not
materially affect its financial condition or operations.
13. Segments
The Company's four business units have separate management teams and
infrastructures that offer different products and services. The business
units have been aggregated into three reportable segments: Radio, Cable,
and Other. Other includes Internet revenues.
The accounting policies of the segments are the same as those described
in the summary of significant accounting policies. The Company evaluates
performance based on operating income of the respective business units.
Segment information for the years ended December 31, 2000, 1999, and
1998 was as follows (in thousands):
Radio Cable Other Consolidated
For the Year Ended December 31, 2000
Operating income $ 67,579 $ 12,481 $ 525 $ 80,585
Interest expense, net 8,220 14,462 14,841 37,523
Depreciation and amortization 9,899 22,494 740 33,133
Income (loss) before income taxes, and
extraordinary loss and minority interests 58,144 (5,872) (7,879) 44,393
Provision (benefit) for income taxes 21,092 (1,717) (2,714) 16,661
Identifiable assets 339,618 187,822 132,017 659,457
Capital expenditures 5,574 30,359 980 36,913
56
For the Year Ended December 31, 1999
Operating income $ 51,866 $ 15,225 $ 957 $ 68,048
Interest expense, net 6,310 11,802 10,461 28,573
Depreciation and amortization 7,965 19,048 559 27,572
Income (loss) before income taxes, and
extraordinary loss and minority interests 47,212 2,290 (4,372) 45,130
Provision (benefit) for income taxes 18,531 1,024 (1,511) 18,044
Identifiable assets 222,462 177,797 125,883 526,142
Capital expenditures 3,400 28,375 1,291 33,066
For the Year Ended December 31, 1998
Operating income (loss) $ 34,406 $ 16,945 $ (148) $ 51,203
Interest expense, net 8,210 9,390 2,906 20,506
Depreciation and amortization 7,281 14,609 439 22,329
Income (loss) before income taxes, and minority
interests 27,062 9,447 (3,730) 32,779
Provision (benefit) for income taxes 11,928 3,907 (1,312) 14,523
Identifiable assets 211,842 135,927 7,372 355,141
Capital expenditures 7,727 20,737 1,128 29,592
14. Subsequent Events
On January 31, 2001, Susquehanna Radio Corp. agreed to purchase all of
the stock of Sunnyside Communications, Inc. for $3.3 million. Sunnyside
Communications, Inc. owns and operates WQKC-FM and WZZB-AM serving Seymour,
Indiana and WAVG-AM serving Jeffersonville, Indiana and Louisville,
Kentucky. Existing credit facilities will be used to finance the
acquisition. A second quarter closing is anticipated.
On February 15, 2001, Susquehanna Radio Corp. (SRC) purchased a
forty-percent interest in 1051FM, LLC from Jesscom, Inc. for $10 million
cash. 1051FM, LLC owns a construction permit to build a Class C-1 radio
station with call letters KGAR-FM licensed to Garden City, Missouri and
serving the Kansas City market. Under the terms of a joint sales agreement,
SRC will sell all commercial airtime on the station and Jesscom will
program and operate the station. SRC is required to pay 1051FM, LLC's
monthly operating expenses and additional fees. SRC has the option to
purchase the remaining sixty-percent interest in 1051FM, LLC for a year
beginning February 14, 2004, at fair market value as determined by an
independent appraiser (for not less than $15.0 million and not more than
$27.0 million). Existing credit facilities were used to finance the
acquisition. The station is expected to commence broadcasting by mid-year.
57
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
58
PART III
Item 10. Directors and Executive Officers of the Registrant
Our by-laws provide that the number of directors shall not be less than
three nor more than seven and may be fixed from time to time by resolution of
our board of directors. Our board is currently comprised of six directors. All
members of our board of directors are elected annually by our parent,
Susquehanna Pfaltzgraff.
The following table sets forth certain information with respect to our
directors and executive officers and other key employees:
Name Age Position(s)
---- --- -----------
Louis J. Appell, Jr. 76 Chairman of the Board of Directors
Peter P. Brubaker 54 Director, Chief Executive Officer and President
Craig W. Bremer 52 Director, Secretary and General Counsel
William H. Simpson 59 Director
John L. Finlayson 59 Director and Vice President
Alan L. Brayman 49 Treasurer
David E. Kennedy 48 Director and Vice President
James D. Munchel 46 President and Chief Operating Officer of
Susquehanna Cable
Louis J. Appell, Jr. is the Chairman of the Board of Directors of
Susquehanna Media, a position he has held since 1993. He is also Director,
President and Chief Executive Officer of Susquehanna Pfaltzgraff. He has over
fifty years of experience in the communications industry. Mr. Appell holds a BA
degree from Harvard College.
Peter P. Brubaker is a Director, the Chief Executive Officer and
President of Susquehanna Media. He has been a director and officer of
Susquehanna Media since 1993. Prior to 1995, Mr. Brubaker was Vice
President/Finance of Susquehanna Pfaltzgraff. He joined Susquehanna Pfaltzgraff
in 1977 and assumed responsibility for the cable operations in 1979. He holds a
BA degree from Wesleyan University and an MBA degree from the Harvard Business
School. Mr. Brubaker serves as a director of the National Cable Television
Association.
Craig W. Bremer is a Director and the Secretary and General Counsel of
Susquehanna Media, positions he has held since 1993. He is also the Secretary of
Susquehanna Pfaltzgraff. Mr. Bremer has been employed by Susquehanna Pfaltzgraff
since 1978. Prior to joining Susquehanna Pfaltzgraff, Mr. Bremer was an
associate with the law firm of Beckley & Madden, Harrisburg, Pennsylvania. He
holds a JD degree from Dickinson School of Law and is a member of the
Pennsylvania Bar. He earned a BS degree in History from Washington & Lee
University.
William H. Simpson is a Director of Susquehanna Media and has served as
such since 1993. He has been employed by Susquehanna Pfaltzgraff or an
affiliated corporation since 1971 and was promoted to his current position as
President of The Pfaltzgraff Co. in 1988. He was formerly Vice President and
General Counsel of Susquehanna Pfaltzgraff from 1971 to 1981. Mr. Simpson is a
graduate of the United States Air Force Academy and Harvard Law School.
59
John L. Finlayson is a Director and Vice President of Susquehanna Media
and the Chief Financial Officer of Susquehanna Pfaltzgraff, where he has been
employed since 1978. He has been a Vice President of Susquehanna Media since
1993. Prior to 1978, Mr. Finlayson was an audit manager with Arthur Andersen &
Co. He is a CPA and a graduate of Franklin and Marshall College.
Alan L. Brayman is the Treasurer of Susquehanna Media. He is also Vice
President, Treasury Operations, of Susquehanna Pfaltzgraff. Mr. Brayman joined
Susquehanna Media in February 1998. Prior to that, he was a principal of Global
Treasury Solutions from 1996 through January 1998. Mr. Brayman was also
Assistant Treasurer and an officer of VF Corporation, an apparel manufacturer,
from January 1993 to December 1995. Prior to that, Mr. Brayman was employed by
Armstrong World Industries Inc., a diversified manufacturer, from 1973 to 1992,
where he was Assistant Treasurer. Mr. Brayman is a graduate of the University of
Delaware and has an MBA from Shippensburg University.
David E. Kennedy is a Director and a Vice President of Susquehanna
Media. He has also been President of Susquehanna Radio since 1993. Mr. Kennedy
joined the radio group in 1973 as an on-air personality of its former Toledo,
Ohio station. He has held positions in programming, planning and research during
his career. Mr. Kennedy is a graduate of the University of Toledo and holds
masters and doctoral degrees from Bowling Green State University. He serves as a
director of the Radio Advertising Bureau and as a director of the National
Association of Broadcasters.
James D. Munchel is the President and Chief Operating Officer of
Susquehanna Cable. Mr. Munchel oversees the operations of all Susquehanna Cable
systems. He joined a predecessor of Susquehanna Media in 1981 and was promoted
to General Manager of the York cable system in 1986. Mr. Munchel was promoted to
his current position in 1999. He is a graduate of Shippensburg University.
Item 11. Executive Compensation
We do not compensate its directors for services provided in that
capacity.
We have no employees. All of our executive officers are also executive
officers of Susquehanna Pfaltzgraff, (our parent company). Susquehanna
Pfaltzgraff paid all compensation of our executive officers under a management
agreement between Susquehanna Pfaltzgraff and us. Under that agreement, we pay a
fee to Susquehanna Pfaltzgraff for executive office space, services of the legal
department and management services, including compensation for the services
rendered to us by the executive officers of Susquehanna Pfaltzgraff. Under the
agreement, we paid a management fee in the amount of $4.1 million in 2000. As
executive officers of Susquehanna Pfaltzgraff, our executive officers will
continue to render services to Susquehanna Pfaltzgraff and its other
subsidiaries in addition to us.
60
Item 12. Security Ownership of Certain Beneficial Owners and Management
Susquehanna Media Co.
We have the authority under our charter to issue 1,100,000 shares of
common stock, par value $1.00 per share, and 110,000 shares of 7% cumulative
preferred voting stock, par value $100.00 per share. We currently have
outstanding 1,100,000 shares of common stock and 70,499.22 shares of preferred
stock. The holders of our preferred stock are entitled to an annual cumulative
preferential dividend of $7.00 per share. After payment of the preferred stock
dividend, holders of our preferred stock do not participate in dividends on our
common stock. In the event of a liquidation of our company, our preferred
stockholders are entitled to a $100.00 liquidation preference and any accrued
and unpaid preferred stock dividends. Thereafter, only common stockholders are
entitled to distributions. Our preferred stock is not convertible into our
common stock. The holders of our preferred stock and common stock vote together
as one class on all matters voted upon by our stockholders. Both classes receive
one vote per share.
All of the outstanding common stock of Susquehanna Media is owned by
our parent, Susquehanna Pfaltzgraff. The following table sets forth certain
information regarding the beneficial ownership of our preferred stock as of
December 31, 2000 by:
o each of our directors and executive officers;
o all of our directors and executive officers as a group; and
o each person (or group of affiliated persons) known by us to
beneficially own more than 5% of our outstanding preferred
stock.
Unless otherwise indicated, each person has sole voting and investment
power with respect to the preferred shares shown as beneficially owned by such
person.
Shares Beneficially Owned
Name Of Beneficial Owner Number Percent
------------------------ ------- -------
Directors and Executive Officers
Louis J. Appell, Jr. (1) 5,095.98 7.2%
Peter P. Brubaker 793.77 1.1%
Craig W. Bremer -- --
William H. Simpson -- --
John L. Finlayson -- --
Alan L. Brayman -- --
David E. Kennedy -- --
All directors and executive officers
as a group (7 persons) 5,889.75 8.3%
Other 5% Holders
Louis J. Appell, III (2) 7,513.71 10.7%
Helen F. Appell, II (3) 7,513.71 10.7%
Barbara F. Appell (4) 7,513.71 10.7%
Walter M. Norton (5) 32,085.41 45.5%
- --------------------
(1) Shares held by Louis J. Appell, Jr. and Josephine S. Appell, as
trustees of the Louis J. Appell, Jr. revocable trust. Address is
140 East Market Street, York, PA 17401.
61
(2) Address is 1331 Via Colonna Terrace, Davis, CA 95616.
(3) Address is 1700 Powder Mill Road, York, PA 17403.
(4) Address is 306 West Princess Street, York, PA 17404.
(5) Of these shares, (a) 8,324.26 are held jointly with Helen A. Norton;
(b) 5,109.81 are held individually; (c) 277.48 are held by Helen A.
and Walter M. Norton as trustees of the Helen A. Norton revocable
trust; and (d) 18,373.86 are held in trust by Walter M. Norton.
Address is 126 Skassen Lane, Harpswell, ME 04079.
Susquehanna Pfaltzgraff
Susquehanna Pfaltzgraff Co. (Susquehanna Pfaltzgraff) has the authority
under its charter to issue 40,000,000 shares of common stock, par value $.01 per
share, 50,000,000 shares of ESOP common stock, par value $.01 per share, and
10,000,000 shares of Class A nonvoting common stock, par value $.01 per share.
We currently have outstanding 18,618,355 shares of common stock, 6,701,396
shares of ESOP common stock and 2,301,955 shares of Class A nonvoting common
stock. The holders of the ESOP common stock are entitled to an annual cumulative
preferential dividend of approximately $1.05 per share. After payment of the
ESOP common stock dividend, the ESOP common stock, the common stock and the
Class A nonvoting common stock share equally and ratably on a share for share
basis in dividends. In the event of a liquidation of Susquehanna Pfaltzgraff,
the holders of ESOP common stock are entitled to the payment of all accrued and
unpaid dividends before any distributions to holders of common stock or Class A
common stock. Thereafter, all three classes of stock share in distributions on a
pro rata basis. Except as required by law, the holders of Class A nonvoting
common stock have no voting rights. Each share of common stock and ESOP common
stock is entitled to one vote on all matters submitted to a vote of
stockholders.
The following table sets forth certain information regarding the
beneficial ownership of Susquehanna Pfaltzgraff's common stock, ESOP common
stock and Class A nonvoting common stock as of December 31, 2000 by:
o each of our directors and executive officers;
o all of our directors and executive officers as a group; and
o each person (or group of affiliated persons) known by us to
beneficially own more than 5% of our outstanding common stock.
Unless otherwise indicated, each person has sole voting and investment
power with respect to the shares shown as beneficially owned by such person.
62
Percentage Number of Percentage Number of Percentage
Number of of ESOP of ESOP Class A of Class A
Common Common Common Common Common Common
Shares Shares Shares Shares Shares Shares Total
Name of Beneficial Beneficially Beneficially Beneficially Beneficially Beneficially Beneficially Voting
Owner Owned Owned Owned Owned Owned Owned Power
----- ----- ----- ------ ----- ----- ----- -----
Directors and
Executive Officers
Louis J. Appell, Jr.
(1) (2) 64,204 0.3% -- -- 1,252,900 54.4% 0.3%
William H. Simpson (1) -- -- -- -- 426,085 18.5% --
Peter B. Brubaker (1) -- -- -- -- 311,485 13.5% --
John L. Finlayson (1) -- -- -- -- 311,485 13.5% --
Craig W. Bremer (1) -- -- -- --
Alan L. Brayman (1) -- -- -- --
David E. Kennedy (1) -- -- -- --
Officers and directors
as a group (7 persons) -- -- -- -- 2,301,955 100% --
Other 5% Holders
Louis J. Appell Trusts
(3) 16,824,300 90.4% -- -- -- -- 66.4%
Susquehanna
Pfaltzgraff ESOP (4) -- -- 6,701,396 100.0% -- -- 26.5%
- --------------------
(1) All addresses are 140 East Market Street, York, PA 17401.
(2) Includes common shares held by Nathan Appell Trust for the benefit of
Louis J. Appell, Jr.
(3) Includes shares held as follows: (a) Louis J. Appell residuary trust
for the benefit of Louis J. Appell, Jr. (5,861,800 shares); (b) Louis
J. Appell residuary trust for the benefit of Helen A. Norton (5,968,900
shares); and (c) Louis J. Appell residuary trust for the benefit of
George N. Appell and his descendants (4,993,600 shares). Addresses for
each trust are 140 East Market Street, York, PA 17401.
(4) Held of record by State Street Bank and Trust Co., as trustee of the
Susquehanna Pfaltzgraff Co. Employee Stock Ownership Plan. Address is
P.O. Box 1521, Boston, MA 02104-9818.
Item 13. Certain Relationships and Related Transactions
Related Party Transactions
Susquehanna Pfaltzgraff, our parent company, provides us with
management services, executive office space and services of the legal
department. Under an agreement between Susquehanna Pfaltzgraff and us, we paid a
management fee for such services in 2000 in the amount of $4.1 million.
Susquehanna Pfaltzgraff also provides us, at cost, accounting and tax services,
human resources services, treasury services and administrative services. For
such services in 1999, we paid Susquehanna Pfaltzgraff an aggregate of $2.9
million. Expenses are allocated based on the parent's best estimates of
proportional or incremental cost, whichever is deemed more representative of
cost on a stand-alone basis.
Certain of our direct and indirect subsidiaries leased three office
properties and one broadcast
63
tower under lease agreements with L.A.B. Realty Company (LAB). The aggregate
amount paid to LAB under such agreements in 2000 was approximately $353,000. LAB
was owned directly and indirectly by Louis J. Appell, Jr., Chairman of
Susquehanna Media, his siblings, certain members of their families and trusts of
which such persons or members of their families are trustees or beneficiaries.
Mr. Appell and John L. Finlayson are officers and directors of both LAB and
Susquehanna Media. Craig W. Bremer is an officer of LAB and an officer and
director of Susquehanna Media. On December 31, 2000, LAB merged with Susquehanna
Pfaltzgraff Co. Existing leases will be continued or the properties sold to
present lessees at a price determined by independent valuation.
An indirect subsidiary of Susquehanna Media leases vehicles and
equipment from Queen Street Leasing. Susquehanna Radio leases a studio property
from G-III Partners. We paid Queen Street Leasing and G-III Partners
approximately $73,000 and $178,000, respectively, in 2000 under such leases.
Queen Street Leasing and G-III Partners are limited partnerships owned directly
and indirectly by Mr. Appell, his siblings, certain members of their families
and trusts of which such persons or members of their families are trustees or
beneficiaries.
Susquehanna Media and certain of its subsidiaries have entered into a
Tax Sharing Agreement with Susquehanna Pfaltzgraff, The Pfaltzgraff Co. and
certain subsidiaries of The Pfaltzgraff Co. for the payment of federal income
taxes on a consolidated basis. The Tax Sharing Agreement establishes a method
for the computation, collection and payment of taxes by Susquehanna Pfaltzgraff
and the contribution to such payment by Susquehanna Media and The Pfaltzgraff
Co.
Upon completion of the 1999 offering of senior subordinated notes, we
loaned $116.9 million to Susquehanna Pfaltzgraff, which it then loaned to its
newly formed employee stock ownership plan. The employee stock ownership plan
used the proceeds of the loan to purchase approximately $116.9 million of
Susquehanna Pfaltzgraff Co.'s common stock from trusts for the benefit of Mr.
Appell, his siblings and certain members of their families. Our employees
participate in the employee stock ownership plan. The loan to Susquehanna
Pfaltzgraff Co. matures on December 30, 2018 and bears interest at a per annum
rate of 6.0%. We expect the loan to be repaid in annual installments of
principal and interest. Related interest income was $6.7 million in 2000.
Susquehanna Media has outstanding 70,499.22 shares of voting preferred
stock, $100 par value per share. The holders of the preferred stock are entitled
to a cumulative annual dividend of 7.0%. The total amount of dividends paid on
the preferred stock in 1999 was $493,000. The preferred stock is held by certain
members of Mr. Appell's family, trusts of which such persons are trustees or
beneficiaries and Peter P. Brubaker. The holders of the preferred stock have no
right to require Susquehanna Media to redeem their preferred stock.
Each of these transactions was on terms and conditions no less
favorable to us than we would be able to obtain from unaffiliated third parties.
The Lenfest Agreement
Pursuant to an agreement among Lenfest Communications, Inc. (Lenfest),
Susquehanna Cable and certain of its subsidiaries (as amended, the "Lenfest
Agreement"), Lenfest holds minority ownership interests equal to 14.9% of
Susquehanna Cable and 17.75% of each of its principal operating subsidiaries.
Lenfest's ownership interests were acquired in exchange for capital
64
contributions of $11.0 million in cash in May 1993 and cable television systems
in December 1993 valued at $14.0 million. The cable systems are located in Red
Lion and Mount Wolf, Pennsylvania and are now part of the York system. In
January 2000, Comcast Corporation acquired Lenfest Communications, Inc. and
consequently, Lenfest's interest in Susquehanna Cable and certain of its
subsidiaries. Comcast has succeeded to Lenfest's rights and obligations under
the Lenfest Agreement. Programming costs for 2000 were approximately $1.9
million higher than expected due to the loss of programming discounts due to the
change in ownership. We anticipate that the cost of cable programming will
increase in the future as cable programming rates increase and additional
sources of cable programming become available.
The Lenfest Agreement provides for a right of first refusal whereby
neither Lenfest nor Susquehanna Cable may sell its ownership interests without
offering them first to the other party. In addition, Susquehanna Cable may not
sell any cable television systems without offering them first to Lenfest. If
Susquehanna Cable decides to sell the assets of a cable system and Lenfest does
not exercise its right of first refusal, Susquehanna Cable must offer to
repurchase Lenfest's shares in the subsidiary that is selling assets.
The Lenfest Agreement contains a buy-sell provision granting
Susquehanna Media, Susquehanna Cable or Lenfest the right to make an offer to
purchase the other party's ownership interests in Susquehanna Cable and its
subsidiaries. If such an offer is made and rejected, the party to whom the offer
was made is then obligated to purchase the offering party's ownership interests
in Susquehanna Cable and its subsidiaries on the same terms and conditions. If
we purchase Lenfest's interests pursuant to the buy-sell agreement, Lenfest is
entitled to receive a fee equal to 3.0% of Lenfest's original $25.0 million
investment compounded annually. This fee is not payable if Lenfest buys
Susquehanna Cable's interests.
The Lenfest Agreement grants Lenfest the right to resell to us (the
"Put Right") all of its ownership interests in Susquehanna Cable and its
subsidiaries for a three-year period beginning 18 months after the closing on
the new senior credit facility. Accordingly, the Put Right will expire on
November 12, 2003. The Put Right may not be exercised during any period when a
default exists under our new senior credit facility or if consummation of the
Put Right would create a default under our new senior credit facility or under
the senior subordinated notes. The value of Lenfest's ownership interests in
Susquehanna Cable and its subsidiaries upon exercise of the Put Right would be
the average of the values determined by two independent appraisers with
expertise in the cable industry. In exchange for its ownership interests upon
exercise of the Put Right, Lenfest would receive cash up to the amount of
borrowing availability under our new senior credit facility and would receive a
note for the balance, so long as the issuance of such note would comply with the
terms of the new senior credit facility and the covenant described above. Upon
Lenfest's exercise of the Put Right, we would have the right, in our sole
discretion and in lieu of acquiring Lenfest's ownership interests, to sell
Susquehanna Cable and its subsidiaries to a third party and Lenfest would
receive a pro rata share of the proceeds of such sale.
65
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 Filed:
Please refer to Item 8 - Consolidated Financial Statement and
Supplementary Data.
2. Consolidated Financial Statement Scheduled Filed:
Please refer to Item 8 - Consolidated Financial Statement and
Supplementary Data.
3. Exhibits Filed:
Exhibit
Number Description
- --------- -----------
2 Asset Purchase Agreement, dated May 11, 2000, among Susquehanna
Radio Corp. and Entercom Communications Corp., Entercom Kansas
City, LLC and Entercom Kansas City License, LLC (incorporated
herein by reference from Exhibit 2 to the Company's Current Report
on Form 8-K filed August 2, 2000, file No. 333-80523)
3.1 Certificate of Incorporation of Susquehanna Media Co., as amended
(incorporated herein by reference from Exhibit 3.1 to the
Company's Registration Statement on Form S-4, file No. 333-80523)
3.2 By-laws of Susquehanna Media Co. (incorporated herein by reference
from Exhibit 3.2 to the Company's Registration Statement on Form
S-4, file No. 333-80523)
4.1 Indenture for the 8 1/2% Senior Subordinated Notes due 2009, dated
as of May 12, 1999, between Susquehanna Media Co. and Chase
Manhattan Trust Company, National Association, as Trustee
(incorporated herein by reference from Exhibit 4.1 to the
Company's Registration Statement on Form S-4, file No. 333-80523)
4.2 Form of Exchange Global Note for 8 1/2% Senior Subordinated Note
due 2009 (incorporated herein by reference from Exhibit 4.2 to the
Company's Registration Statement on Form S-4, file No. 333-80523)
4.3 Form of Exchange Certificated note for 8 1/2% Senior Subordinated
Note due 2009 (incorporated herein by reference from Exhibit 4.3
to the Company's Registration Statement on Form S-4, file No.
333-80523)
10.1 $450 million syndicated credit facility arranged by First Union
Capital Markets Corp. (incorporated herein by reference from
Exhibit 10.1 to the Company's Registration Statement on Form S-4,
file No. 333-80523)
10.2 Agreement dated November 6, 1992, by and among Lenfest
Communications, Inc., Susquehanna Cable Co. and certain
subsidiaries of Susquehanna Cable Co., as amended (incorporated
herein by reference from Exhibit 10.2 to the Company's
Registration Statement on Form S-4, file No. 333-80523)
10.3 Management Agreement dated May 24, 1993 by and between Susquehanna
Pfaltzgraff Co. and Susquehanna Media Co. (incorporated herein by
reference from Exhibit 10.3 to the Company's Registration
Statement on Form S-4, file No. 333-80523)
66
12 Computation of ratios of earnings to fixed charges
21 Subsidiaries of Susquehanna Media Co. (incorporated herein by
reference from Exhibit 21 to the Company's Registration Statement
on Form S-4, file No. 333-80523)
67
Supplementary Information to be Furnished With Reports filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered
Securities Pursuant to Section 12 of the Act.
No annual report or proxy materials have been sent to security holders
during the fiscal year ended December 31, 2000. No annual report or proxy
materials will be sent to security holders subsequent to the filing of this
annual report on Form 10-K.
68
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.
SUSQUEHANNA MEDIA CO.
/s/ Peter P. Brubaker
-------------------------------------------
By: Peter P. Brubaker,
Chief Executive Officer and President
Date: March 29, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Louis J. Appell, Jr. Chairman of the Board of Directors March 29, 2001
- -----------------------------------
Louis J. Appell, Jr.
/s/ Peter P. Brubaker Director, Chief Executive Officer
- ----------------------------------- and President March 29, 2001
Peter P. Brubaker
/s/ David E. Kennedy Director, Vice President March 29, 2001
- -----------------------------------
David E. Kennedy
/s/ Craig W. Bremer Director, Secretary and General
- ----------------------------------- Counsel March 29, 2001
Craig W. Bremer
/s/ William H. Simpson Director March 29, 2001
- -----------------------------------
William H. Simpson
/s/ John L. Finlayson Director, Vice President (and
- ----------------------------------- principal accounting officer) March 29, 2001
John L. Finlayson
69