YOUNG BROADCASTING INC /DE/ - 10-Q Quarterly Report

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

For the quarterly period ended
June 30, 2004

Commission file number:
0-25042

YOUNG BROADCASTING INC.

(Exact name of registrant as specified in its charter)

Delaware		13-3339681
(State of other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

599 Lexington Avenue New York, New York 10022
(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 754-7070

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 ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Exchange Act). Yes ý No o

Number of shares of Common Stock outstanding as of July 28, 2004: 17,816,435 shares of Class A Common Stock, and 2,081,533 shares of Class B Common Stock.

YOUNG BROADCASTING INC.

FORM 10-Q

Table of Contents

Part I	Financial Information

	Item 1. Financial Statements (unaudited)

		Consolidated Balance Sheets as of December 31, 2003 and June 30, 2004

		Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2003 and 2004

		Consolidated Statements of Stockholders’ Equity for the Six Months Ended June 30, 2004

		Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2004

		Notes to Consolidated Financial Statements

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Item 3.	Quantitative and Qualitative Disclosure About Market Risk

	Item 4.	Controls and Procedures

Part II

	Item 1.	Legal Proceedings

	Item 4.	Submission of Matters to a Vote of Security Holders

	Item 6.	Exhibits and Reports on Form 8-K

Signatures

Part I Financial Information

Item 1. Financial Statements

Young Broadcasting Inc. and Subsidiaries

Consolidated Balance Sheets

	December 31, 2003			June 30, 2004
				(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	331,150,335		$	85,097,683
Trade accounts receivable, less allowance for doubtful accounts of $1,125,000 in 2003 and $1,264,000 in 2004	43,287,278			42,375,581
Current portion of program license rights	14,041,957			5,944,537
Prepaid expenses	3,150,901			1,674,901
Total current assets	391,630,471			135,092,702

Property and equipment, less accumulated depreciation and amortization of $159,898,113 in 2003 and $168,992,853 in 2004	95,008,191			92,965,753
Program license rights, excluding current portion	680,428			464,379
Deposits and other assets	7,454,872			7,728,730
Indefinite-lived intangible assets	475,995,697			475,995,697
Definite-lived intangible assets, net	77,053,891			74,907,274
Deferred charges, net	13,840,698			11,948,551
Total Assets	$	1,061,664,248		$	799,103,086

Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable	$	8,725,654		$	10,080,675
Accrued interest	16,075,312			18,147,953
Accrued expenses	17,220,773			14,222,810
Current installments of program license liability	13,425,084			3,219,637
Current installments of long-term debt	223,811,000			—
Current installments of obligations under capital leases	1,026,959			751,229
Total current liabilities	280,284,782			46,422,304
Program license liability, excluding current installments	847,988			431,546
Long-term debt, excluding current installments	741,559,285			740,647,759
Other liabilities	10,408,276			12,346,922
Obligations under capital leases, excluding current installments	234,154			190,940
Total liabilities	1,033,334,485			800,039,471
Stockholders’ equity:
Class A Common Stock, $.001 par value. Authorized 40,000,000 shares; issued and outstanding 17,695,857 shares at 2003 and 17,783,527 shares at 2004	17,696			17,784
Class B Common Stock, $.001 par value. Authorized 20,000,000 shares; issued and outstanding 2,129,414 shares at 2003 and 2,083,033 at 2004	2,129			2,083
Additional paid-in capital	377,802,562			379,402,756
Accumulated other comprehensive loss	(2,082,402		)	(2,082,402		)
Accumulated deficit	(347,410,222		)	(378,276,606		)
Total stockholders’ equity (deficit)	28,329,763			(936,385		)
Total liabilities and stockholders’ equity	$	1,061,664,248		$	799,103,086

See accompanying notes to consolidated financial statements

Young Broadcasting Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2003			2004			2003			2004
Net operating revenue	$	53,939,029		$	58,332,722		$	101,176,951		$	109,282,066

Operating expenses, excluding depreciation expense	18,852,229			18,494,785			37,359,207			36,941,861
Amortization of program license rights	4,328,652			4,492,667			8,954,048			9,253,473
Selling, general and administrative expenses, excluding depreciation expense	14,791,088			16,088,123			29,830,602			31,807,622
Depreciation and amortization	6,583,583			6,412,399			13,310,274			12,912,619
Corporate overhead, excluding depreciation expense	3,290,376			3,793,051			6,427,671			9,618,492
Operating income	6,093,101			9,051,697			5,295,149			8,747,999

Interest (expense), net	(15,897,779		)	(15,870,853		)	(31,917,822		)	(32,856,796		)
Non-cash change on market valuation of swaps	2,193,453			(2,538,324		)	732,447			(1,276,640		)
Loss on extinguishment of debt	—			—			—			(5,323,375		)
Other income (expense), net	41,552			(206,881		)	(131,201		)	(157,572		)
	(13,662,774		)	(18,616,058		)	(31,316,576		)	(39,614,383		)

Loss from continuing operations	(7,569,673		)	(9,564,361		)	(26,021,427		)	(30,866,384		)
Income from discontinued operations, net of taxes	2,190,335			—			2,190,335			—
Net loss	$	(5,379,338	)	$	(9,564,361	)	$	(23,831,092	)	$	(30,866,384	)

Basic and diluted net loss per common share:
Loss from continuing operations	$	(0.38	)	$	(0.48	)	$	(1.32	)	$	(1.55	)
Income from discontinued operations	0.11			—			0.11			—
Net loss per common share	$	(0.27	)	$	(0.48	)	$	(1.21	)	$	(1.55	)

Weighted average shares – Basic and dilutive	19,770,090			19,863,843			19,755,027			19,853,917

See accompanying notes to consolidated financial statements.

Young Broadcasting Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

(Unaudited)

	Common Stock					Additional Paid-In Capital		Accumulated Deficit			Accumulated Comprehensive Loss			Total Stockholders’ Equity

	Class A		Class B
Balance at December 31, 2003	$	17,696	$	2,129		$	377,802,562	$	(347,410,222	)	$	(2,082,402	)	$	28,329,763

Contribution of shares into Company’s defined contribution plan	30					547,964								547,994

Conversion of Class B Common Stock to Class A Common Stock	46		(46		)

Non-cash stock compensation						830,250								830,250

Employee stock purchase plan	8					152,087								152,095

Exercise of stock options	4					69,893								69,897

Net loss for the six months ended June 30, 2004								(30,866,384		)				(30,866,384		)

Balance at June 30, 2004	$	17,784	$	2,083		$	379,402,756	$	(378,276,606	)	$	(2,082,402	)	$	(936,385	)

See accompanying notes to consolidated financial statements

Young Broadcasting Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
	2003			2004
Operating activities
Net loss	$	(23,831,092	)	$	(30,866,384	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Gain on sale of KCAL-TV	(2,190,335		)	—
Depreciation and amortization of property and equipment	9,158,528			9,542,927
Amortization of program license rights	8,954,048			9,253,473
Amortization of intangibles and deferred charges	4,151,746			3,369,692
Non-cash compensation	603,340			1,416,002
Non-cash change on market valuation of swap	(732,447		)	1,276,640
Loss on extinguishment of debt	—			1,305,790
Loss on sale of fixed assets	7,735			11,855
Income from escrow deposits	(70,063		)	—
Income tax refund, net of estimated payment	27,000,000			—
Interest payments from escrow account	6,667,825
Payments on programming license liabilities	(9,062,900		)	(9,120,776		)
Decrease in trade accounts receivable	1,418,969			1,283,104
Decrease in prepaid expenses	1,317,941			1,476,003
Decrease in trade accounts payable	(6,033,466		)	(937,729		)
Decrease in accrued expenses and other liabilities	(8,548,687		)	(1,517,448		)
Net cash provided by (used in) operating activities	8,811,142			(13,506,851		)

Investing activities
Capital expenditures	(5,935,798		)	(7,578,127		)
Increase in deposits and other assets	(1,491,963		)	(310,817		)
Net cash used in investing activities	(7,427,761		)	(7,888,944		)

Financing activities
Redemption of senior subordinated notes	—			(223,811,000		)
Deferred debt financing costs incurred	—			(596,809		)
Principal payments under capital lease obligations	(332,022		)	(318,945		)
Proceeds from exercise of stock options	173,800			69,897
Proceeds from other financing activities	3,311			—
Net cash used in financing activities	(154,911		)	(224,656,857		)

Net increase (decrease) in cash	1,228,470			(246,052,652		)
Cash and cash equivalents at beginning of year	110,406,572			331,150,335
Cash and cash equivalents at June 30	$	111,635,042		$	85,097,683

Supplemental disclosure of cash flow information
Interest paid	$	32,915,484		$	32,149,944
Income tax refund, net of estimated payment	$	26,809,998		$	—

See accompanying notes to consolidated financial statements.

Young Broadcasting Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

1. Description of Business and Basis of Presentation

The business operations of Young Broadcasting Inc. and subsidiaries (the “Company”) consist of ten network affiliated stations (six with ABC, three with CBS, and one with NBC) and one independent commercial television broadcasting station. The markets served are located in Lansing, Michigan, Green Bay, Wisconsin, Lafayette, Louisiana, Rockford, Illinois, Nashville and Knoxville, Tennessee, Albany, New York, Richmond, Virginia, Davenport, Iowa, Sioux Falls, South Dakota and San Francisco, California. In addition, the accompanying condensed consolidated financial statements include the Company’s wholly owned national television sales representation firm. Significant intercompany transactions and accounts have been eliminated.

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The interim financial statements are unaudited but include all adjustments, which are of a normal recurring nature, that the Company considers necessary for a fair presentation of the consolidated financial position and the consolidated results of operations and cash flows for such period.

Operating results of interim periods are not necessarily indicative of results for a full year. For further information, refer to the consolidated financial statements and footnotes included in the Company’s annual report on Form 10-K for the year ended December 31, 2003.

2. Stock-Based Compensation

The Company follows the provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation (“Statement 123”). The provisions of Statement 123 allow companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, (“APB 25”), but disclose the pro forma effects on net income (loss) had the fair value of the options been expensed. The Company has elected to continue to apply APB 25 in accounting for its stock option incentive plans.

In accordance with APB 25 and related interpretations, compensation expense for stock options is recognized in income based on the excess, if any, of the quoted market price of the stock at the grant date of the award or other measurement date over the amount an employee must pay to acquire the stock. Generally, the exercise price for stock options granted to employees equals or exceeds the fair market value of the Company’s common stock at the date of grant, thereby resulting in no recognition of compensation expense by the Company. For awards that generate compensation expense as defined under APB 25, the Company calculates the amount of compensation expense and recognized the expense over the vesting period of the award.

The following table illustrates the effect on net loss and earnings per share if the Company had applied the fair value recognition provisions of Statement 123.

	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands, except per share data)	2003			2004			2003			2004
Net loss-as reported	$	(5,379	)	$	(9,564	)	$	(23,831	)	$	(30,866	)
Add stock based employee compensation expense included in reported net loss	—			—			—			830
Deduct total stock-based employee compensation expense determined under fair value based method	(1,225		)	(932		)	(2,451		)	(1,850		)
Net loss-pro forma	$	(6,604	)	$	(10,496	)	$	(26,282	)	$	(31,886	)
Net loss per basic common share-as reported	$	(0.27	)	$	(0.48	)	$	(1.21	)	$	(1.55	)
Net loss per basic common share-pro forma	$	(0.33	)	$	(0.53	)	$	(1.33	)	$	(1.61	)

3. Intangible Assets

Intangible assets, which include broadcasting licenses, network affiliation agreements, and other intangibles, are carried on the basis of cost, less accumulated amortization. Cost is based upon appraisals performed at the time of acquisition. Broadcast licenses are considered to have an indefinite life. Network affiliation agreements and other definite-lived intangible assets are amortized over periods up to 25 years.

The following table sets forth the additional disclosures related to intangible assets required under Statement 142:

	As of December 31, 2003							As of June 30, 2004
	(dollars in thousands)
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangible assets:
Broadcast licenses	$	475,996	—			$	475,996	$	475,996	—			$	475,996

Definite-lived intangible assets:
Network Affiliations	$	93,193	$	(25,957	)	$	67,236	$	93,193	$	(27,419	)	$	65,774
Other intangible assets	14,045		(4,227		)	9,818		14,045		(4,912		)	9,133
	$	107,238	$	(30,184	)	$	77,054	$	107,238	$	(32,331	)	$	74,907

Aggregate amortization expense for the six months ended June 30, 2003 and 2004 was $3.1 million and $2.2 million, respectively. Aggregate amortization expense for the three months ended June 30, 2003 and 2004 was $1.6 million and $1.1 million, respectively.

It is the Company’s policy to account for other definite-lived intangible assets at the lower of amortized cost or estimated realizable value. As part of an ongoing review of the valuation and amortization of other intangible assets of the Company and its subsidiaries, management assesses the carrying value of other definite-lived intangible assets if facts and circumstances suggest that there may be impairment. If this review indicates that other definite-lived intangible assets will not be recoverable as determined by a non-discounted cash flow analysis of the operating assets over the remaining amortization period, the carrying value of other intangible assets would be reduced to estimated fair value.

4. Long -Term Debt

On December 23, 2003, the Company completed a private add-on offering of $90.0 million principal amount of its 8 ½% Senior Notes due 2008 (the “Senior Notes Add-On”). The Senior Notes Add-On were offered to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. The Senior Notes Add-On was sold at a premium of approximately $6.2 million. On January 22, 2004, the Company used the net proceeds of approximately $94.1 million to redeem all of the Company’s 9% senior subordinated notes due 2006 plus accrued interest. On July 1, 2004, the Company exchanged the Senior Notes Add-On for notes of the Company with substantially identical terms of the Senior Notes Add-On, except the new notes do not contain terms with respect to transfer restrictions.

On December 23, 2003, the Company completed a private offering of $140.0 million principal amount of its 8¾% Senior Subordinated Notes due 2014 (the “December 2003 Notes”). The December 2003 Notes were offered to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. On January 22, 2004, the Company used the net proceeds of approximately $136.5 million to redeem all of the Company’s 8¾% Senior Subordinated Notes due 2007, plus a redemption premium and accrued interest. On July 1, 2004, the Company exchanged the December 2003 Notes for notes of the Company with substantially identical terms of the December 2003 Notes, except the new notes do not contain terms with respect to transfer restrictions.

On December 22, 2003, the Company amended and restated its senior credit facility (as amended, the “Senior Credit Facility”). The Senior Credit Facility consists of a revolving credit facility in the amount of $20.0 million that is currently available to the Company and that matures in June 2008. Pursuant to the Senior Credit Facility, the Company is prohibited from making investments or advances to third parties exceeding $15.0 million unless the third party becomes a guarantor of the Company’s obligation. At June 30, 2004, the Company had no outstanding borrowings under the Senior Credit Facility.

Long-term debt at December 31, 2003 and June 30, 2004 consisted of the following:

	12/31/03			6/30/04

Senior Credit Facility	$	—		$	—
8½% Senior Notes due 2008	253,109		(1)	252,487		(1)
8 ¾% Senior Subordinated Notes due 2014	140,000			140,000
9% Senior Subordinated Notes due 2006	86,081		(2)	—
8¾% Senior Subordinated Notes due 2007	137,730		(2)	—
10% Senior Subordinated Notes due 2011	348,450		(3)	348,161		(3)
Total Debt (excluding capital leases)	$	965,370		$	740,648

(1) Includes an unamortized premium balance of $6.2 million and $5.6 million as of December 31, 2003 and June 30, 2004, respectively.

(2) Redeemed in full on January 22, 2004

(3) Includes unamortized premium balances of $4.2 million and $3.9 million as of December 31, 2003 and June 30, 2004, respectively.

5. Income Taxes

No tax benefit was recorded with respect to the loss for 2004, as the utilization of such loss is not more likely than not to be realized. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. At December 31, 2003, the Company had net operating loss (“NOL”) carryforwards for tax purposes of approximately $129.9 million expiring at various dates through 2023, for which a full valuation allowance has been provided.

6. Employee Benefit Plans

The Company’s defined benefit pension plan covers the IBEW Local 45 of KRON-TV employees.

The Company expects to contribute between $250,000 and $350,000 to the benefit plan in 2004.

Components of the net periodic benefit (cost) were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2003			2004			2003			2004

Expected return of plan assets	$	(166,026	)	$	(164,966	)	$	(332,053	)	$	(329,931	)
Service cost	(86,906		)	(102,095		)	(173,812		)	(204,191		)
Interest cost	(144,560		)	(151,061		)	(289,119		)	(302,121		)
Amortization of the unrecognized obligation or transition asset	(5,932		)	(5,932		)	(11,865		)	(11,865		)
Recognized (gains or loss)	158,223			20,765			316,446			41,530
Recognized prior service costs	14,044			14,044			28,088			28,088
Net periodic benefit (cost)	$	(231,157	)	$	(389,245	)	$	(462,315	)	$	(778,490	)

7. Earnings Per Share

The weighted average number of shares outstanding during the period has been used to calculate earnings per share. The stock options outstanding have not been included in the computation of earnings per share because they would be anti-dilutive.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS ARE ALL STATEMENTS, OTHER THAN STATEMENTS OF HISTORICAL FACTS, INCLUDED IN THIS REPORT. THE FORWARD LOOKING STATEMENTS CONTAINED IN THIS REPORT CONCERN, AMONG OTHER THINGS, CERTAIN STATEMENTS UNDER “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.” FORWARD LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, AND ARE SUBJECT TO CHANGE BASED ON VARIOUS IMPORTANT FACTORS, INCLUDING THE IMPACT OF CHANGES IN NATIONAL AND REGIONAL ECONOMIES, PRICING FLUCTUATIONS IN LOCAL AND NATIONAL ADVERTISING, VOLATILITY IN PROGRAMMING COSTS AND GEOPOLITICAL FACTORS.

Introduction

The operating revenue of the Company’s stations is derived primarily from advertising revenue and, to a much lesser extent, from compensation paid by the networks to the stations for broadcasting network programming. The stations’ primary operating expenses are for employee compensation, newsgathering, production, programming and promotion costs. A high proportion of the operating expenses of the stations are fixed.

Advertising is sold for placement within and adjoining a station’s network and locally originated programming. Advertising is sold in time increments and is priced primarily on the basis of a program’s popularity among the specific audience an advertiser desires to reach, as measured principally by periodic audience surveys. In addition, advertising rates are affected by the number of advertisers competing for the available time, the size and demographic makeup of the market served by the station and the availability of alternative advertising media in the market area. Rates are highest during the most desirable viewing hours, with corresponding reductions during other hours. The ratings of a local station affiliated with a national television network can be affected by ratings of network programming.

Most advertising contracts are short-term, and generally run only for a few weeks. Most of the Company’s annual gross revenue is generated from local advertising, which is sold by a station’s sales staff directly to local accounts. The remainder of the advertising revenue primarily represents national advertising, which is sold by Adam Young Inc. (“AYI”), a wholly owned national advertising sales representative. The stations generally pay commissions to advertising agencies on local, regional and national advertising.

The advertising revenue of the Company’s stations is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to and including the holiday season. In addition, advertising revenue is generally higher during even numbered election years due to spending by political candidates, which spending typically is heaviest during the fourth quarter.

Recent Developments

Digital Upgrades. The Company has completed the upgrade of its television stations to enable them to broadcast with digital technology. As of July 27, 2004, the FCC has not granted the digital construction permit application for WTEN-TV (Albany) because the FCC and the Canadian

government have to resolve certain interference issues. However, it is expected that temporary reduced power operation for WTEN’s digital station will be authorized in the near future.

Network Affiliation Agreements. The Company has received notice from CBS with respect to WLNS and KLFY, from NBC with respect to KWQC and from ABC with respect to WKRN, WTEN, WRIC, WATE and WBAY, that the respective network will not renew the affiliation agreements currently in place and that the networks wish to negotiate new agreements. The agreements with CBS expire on September 30, 2004, the agreement with NBC expires on November 1, 2004 and the agreements with ABC expire on October 1, 2004. Negotiations have commenced with all three networks. While the Company is unable to predict the terms of any new affiliation agreements, the Company believes that these stations will have network affiliations in place at the expiration date of the current affiliations. In the event, however, of the Company’s inability to secure new affiliation agreements, the respective station may no longer be able to carry programming of the relevant network. This loss of network programming would require the Company to obtain replacement programming, which may involve higher costs and which may not be as attractive to audiences, resulting in reduced revenues.

Critical Accounting Policies

The Company’s critical accounting policy for the impairment of property, equipment and intangible assets is assessing the recoverability by making assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. If these estimates or related assumptions materially change in the future, the Company may be required to record impairment charges not previously recorded for these assets. At June 30, 2004, the Company had $93.0 million in net property and equipment, $476.0 million of indefinite-lived intangible assets and $74.9 million of definite-lived intangible assets, net. The Company will perform its 2004 annual impairment test of indefinite-lived intangible assets in the fourth quarter of 2004 unless impairment indicators exist before the fourth quarter.

Television Revenues

Set forth below are the principal types of television revenues received by the Company’s stations for the periods indicated and the percentage contribution of each to the Company’s total revenue, as well as agency and national sales representative commissions:

	Three Months Ended June 30,										Six Months Ended June 30,
	2003					2004					2003					2004
	Amount			%		Amount			%		Amount			%		Amount			%
	(dollars in thousands)
Revenues
Local	$	35,429		56.8		$	36,806		54.2		$	66,671		57.0		$	68,714		54.0
National	22,675			36.4		22,785			33.6		41,704			35.6		41,737			32.8
Network	2,648			4.2		2,548			3.8		5,079			4.4		5,068			4.0
Political	671			1.1		4,587			6.8		851			0.7		8,597			6.8
Production/Other	951			1.5		1,118			1.6		2,743			2.3		3,023			2.4
Total	62,374			100.0		67,844			100.0		117,048			100.0		127,139			100.0

Commissions	(8,435		)	(13.5	)	(9,511		)	(14.0	)	(15,871		)	(13.6	)	(17,857		)	(14.0	)

Net Revenue	$	53,939		86.5		$	58,333		86.0		$	101,177		86.4		$	109,282		86.0

Results of Operations

Three Months Ended June 30, 2004 Compared to Three Months Ended June 30, 2003

Net revenue for the three months ended June 30, 2004 was $58.3 million, an increase of $4.4 million, or 8.2%, compared to $53.9 million for the three months ended June 30, 2003. Political revenue for the three months ended June 30, 2004 was $4.6 million, an increase of $3.9 million, compared to $671,000 for the three months ended June 30, 2003. The increase in political revenue was attributable to the existence of strongly contested local races in Iowa, California and South Dakota in 2004, the national Democratic primaries, as well as significant spending for the presidential campaign, while 2003 had only limited state and local elections. The Company’s gross local revenues increased 3.9% for the three months ended June 30, 2004 compared to the three months ended June 30, 2003 and the national revenues remained flat compared to the prior year period. Network compensation for the three months ended June 30, 2004 was $2.5 million, a decrease of $100,000, or 3.8%, compared to $2.6 million for the three months ended June 30, 2003.

Operating expenses, including selling, general and administrative expenses, for the three months ended June 30, 2004 were $34.6 million, compared to $33.6 million for the three months ended June 30, 2003, an increase of $940,000, or 2.8%. Approximately $195,000 of this increase is attributable to the increase in local sales commissions paid to employees because of the increase in local revenues. The Company had increases to its health insurance and property and casualty insurance costs of approximately $149,000. The Company relocated several managers to fill positions within the station group, the cost of which was approximately $200,000. Included in the selling, general and administrative expenses is non-cash compensation of $274,000 for the three months ended June 30, 2004, compared to non-cash compensation of $289,000 for the three months ended June 30, 2003.

Amortization of program license rights for the three months ended June 30, 2004 was $4.5 million, compared to $4.3 million for the three months ended June 30, 2003, an increase of $164,000, or 3.8%.

Depreciation of property and equipment and amortization of intangible assets was $6.4 million for the three months ended June 30, 2004, compared with $6.6 million for the comparable period in 2003, a decrease of $171,000, or 2.6%. On February 17, 2004, the Company announced that it had adopted a new policy for recognizing the useful lives of its network affiliation agreements and that such intangibles will be amortized over a period of 25 years. Previously, these assets were accounted for as having an indefinite life. As a result of this decision, the Company restated its earnings for the full year ended December 31, 2002 and for the first three quarters of 2003.

Corporate overhead for the three months ended June 30, 2004 was $3.8 million, compared to $3.3 million for the comparable period in 2003, an increase of $503,000 or 15.3%. Approximately $138,000 of this increase is attributable to higher costs of the directors and officers’ liability insurance policy. The Company’s review of and compliance with corporate governance legislation resulted in additional legal, professional and consulting fees of approximately $241,000 in the second quarter of 2004.

The Company recorded a $2.5 million non-cash loss and $2.2 million non-cash gain in connection with the change in the market value of interest rate swaps for the three months ended June 30, 2004 and 2003, respectively. The Company recorded $1.2 million of non-cash interest expense for the three months ended June 30, 2003 relating to the amortization of other comprehensive loss in connection with its swap transactions entered into in 2000 and terminated in June 2001. The Company also recorded a mark-to-market non-cash gain of approximately $3.4 million for the

three months ended June 30, 2003, for the change in the fair value of its then outstanding fair value economic hedges (see “Liquidity and Capital Resources”).

On May 15, 2002, the Company completed the sale of KCAL-TV to Viacom Inc. for $650.0 million, less purchase price adjustments. The Company recorded a gain related to the sale of approximately $2.2 million, net of a provision for income taxes, for the three months ended June 30, 2003.

As a result of the factors discussed above, the net loss for the Company was $9.6 million for the three months ended June 30, 2004, compared with a net loss of $5.4 million for the three months ended June 30, 2003, a change of $4.2 million.

Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003

Net revenue for the six months ended June 30, 2004 was $109.3 million, an increase of $8.1 million, or 8.0%, compared to $101.2 million for the six months ended June 30, 2003. Political revenue for the six months ended June 30, 2004 was $8.6 million, an increase of $7.7 million, compared to $851,000 for the six months ended June 30, 2003. The increase in political revenue was attributable to the existence of strongly contested local races in Iowa, California and South Dakota in 2004, the national Democratic primaries in the first quarter of 2004, as well as significant spending for the presidential campaign, while 2003 had only limited state and local elections. The Company’s gross local revenues increased 3.1% for the six months ended June 30, 2004 compared to the six months ended June 30, 2003 and the national revenues remained flat compared to the prior year period. Network compensation for the six months ended June 30, 2004 and 2003 was $5.1 million.

Operating expenses, including selling, general and administrative expenses, for the six months ended June 30, 2004 were $68.7 million, compared to $67.2 million for the six months ended June 30, 2003, an increase of $1.5 million, or 2.2%. Approximately $250,000 of this increase is attributable to the increase in local sales commissions paid to employees because of the increase in local revenues. The Company had increases to its health insurance and property and casualty insurance costs of approximately $376,000. The Company relocated several managers to fill positions within the station group the cost of which was approximately $275,000. Included in the selling, general and administrative expenses is non-cash compensation of $586,000 for the six months ended June 30, 2004, compared to non-cash compensation of $603,000 for the six months ended June 30, 2003.

Amortization of program license rights for the six months ended June 30, 2004 was $9.3 million, compared to $9.0 million for the six months ended June 30, 2003, an increase of $299,000, or 3.3%.

Depreciation of property and equipment and amortization of intangible assets was $12.9 million for the six months ended June 30, 2004, compared with $13.3 million for the comparable period in 2003, a decrease of $398,000, or 3.0%. On February 17, 2004, the Company announced that it had adopted a new policy for recognizing the useful lives of its network affiliation agreements and that such intangibles will be amortized over a period of 25 years. Previously, these assets were accounted for as having an indefinite life. As a result of this decision, the Company restated its earnings for the full year ended December 31, 2002 and for the first three quarters of 2003.

Corporate overhead for the six months ended June 30, 2004 was $9.6 million, compared to $6.4 million for the comparable period in 2003, an increase of $3.2 million or 50.0%. Approximately $2.2 million of this increase related to the severance package provided to the Company’s former president, who retired on March 31, 2004. Approximately $125,000 of this increase was the

result of additional personnel fees relating to the promotion of three station general managers to new corporate vice president positions in May 2003. The Company also experienced increases in the directors and officers’ liability insurance policy, which accounted for approximately $298,000 of this increase. The Company’s review of and compliance with corporate governance legislation resulted in additional legal, professional and consulting fees of approximately $241,000 in the second quarter of 2004.

Interest expense for the six months ended June 30, 2004 was $32.9 million, compared to $31.9 million for the same period in 2003, an increase of $940,000, or 2.9%. The increase was primarily attributable to higher debt levels for the first twenty-two days of 2004 associated with the Company’s redemption on January 22, 2004 of its 9% senior subordinated notes due 2006 and 8 ¾% senior subordinated notes due 2007. The Company received payments on its interest rate swaps of $871,000 and $1.3 million for the six months ended June 30, 2004 and 2003, which was recorded as a reduction of interest expense.

The Company recorded a $1.3 million non-cash loss and $732,000 non-cash gain in connection with the change in the market value of interest rate swaps for the six months ended June 30, 2004 and 2003, respectively. The Company recorded $2.5 million of non-cash interest expense for the six months ended June 30, 2003 relating to the amortization of other comprehensive loss in connection with its swap transactions entered into in 2000 and terminated in June 2001. The Company also recorded a mark-to-market non-cash gain of approximately $3.2 million for the six months ended June 30, 2003, for the change in fair value of its outstanding fair value economic hedges (see “Liquidity and Capital Resources”).

The Company recorded a loss on extinguishment of debt resulting from the write-off of related unamortized deferred financing costs for the six months ended June 30, 2004 of $5.3 million relating to the redemption on January 22, 2004 of its 9% senior subordinated notes due 2006 and 8 ¾% senior subordinated notes due 2007 (see “Liquidity and Capital Resources”).

As a result of the factors discussed above, the net loss for the Company was $30.9 million for the six months ended June 30, 2004, compared with a net loss of $23.8 million for the six months ended June 30, 2003, a change of $7.1 million.

Liquidity and Capital Resources

Cash used in operations for the six months ended June 30, 2004 was $13.5 million as compared to cash provided by operations of $8.8 million for the same period in 2003. Political revenue for the six months ended June 30, 2004 was $8.6 million, an increase of $7.7 million, compared to $851,000 for the six months ended June 30, 2003. The increase in political revenue was attributable to the existence of strongly contested local races in Iowa, California and South Dakota in 2004, the national Democratic primaries in the first quarter of 2004, as well as significant spending for the presidential campaign, while 2003 had only limited state and local elections. Amortization of program license rights on the Consolidated Statements of Cash Flows was $9.3 million and $9.0 million for the six months ended June 30, 2004 and 2003, respectively, an increase of $299,000. Similarly, payments on program license liabilities on the Consolidated Statements of Cash Flows were $9.1 million for the six months ended June 30, 2004 and 2003. Trade accounts payable decreased $937,000 and $6.0 million for the six months ended June 30, 2004 and 2003, respectively. At December 31, 2002, the Company had approximately $3.0

million in accounts payable relating to the reorganization plan at KRON-TV, which were paid in January 2003. Accrued expenses decreased $1.5 million and $8.5 million for the six months ended June 30, 2004 and 2003, respectively. Accounts receivable decreased by $1.3 million and $1.4 million for the six months ended June 30, 2004 and 2003, respectively. In the first quarter of 2003, the Company received $27.0 million in income tax refunds, net of estimated payments, because of overpayments in 2002.

The performance of KRON-TV has a large proportionate impact on the Company’s operating results. Consequently, the Company is particularly susceptible to economic conditions in the San Francisco advertising market. While revenues in the first half of 2004 at KRON-TV were stronger than those in the first half of 2003, the continuing uncertain economic climate in San Francisco makes the outlook unclear.

Cash used in investing activities was $7.9 million and $7.4 million for the six months ended June 30, 2004 and 2003, respectively. Capital expenditures for the six months ended June 30, 2004 and 2003 were $7.6 million and $5.9 million, respectively. Deposits and other assets for the Company increased $310,000 and $1.5 million for the six months ended June 30, 2004 and 2003, respectively.

Cash used in financing activities was $224.7 million and $155,000 for the six months ended June 30, 2004 and 2003, respectively. On December 23, 2003, the Company received the proceeds from the sale of the December 2003 Notes (as defined) of $140.0 million principal amount (see below). On January 22, 2004, the Company used the net proceeds of approximately $136.5 million to redeem the 8¾% Senior Subordinated Notes due 2007, plus a redemption premium and accrued interest. In addition, on December 23, 2003, the Company received the proceeds from the sale of the Senior Notes Add-On (as defined) of $90.0 million principal amount and a premium of approximately $6.2 million (see below). On January 22, 2004, the Company used all of the net proceeds of approximately $94.1 million to redeem all of the Company’s 9% Senior Subordinated Notes due 2006 plus accrued interest (see below). In connection with the December 2003 Notes and the Senior Notes Add-On, the Company recorded approximately $597,000 of deferred debt financing costs that will be amortized over the lives of the respective notes. In January 2004, upon the redemption of the 8¾% Senior Subordinated Notes due 2007 and the 9% Senior Subordinated Notes due 2006, the Company wrote off all the remaining related deferred debt financing costs, net of accumulated amortization, of approximately $1.3 million and recorded it as a loss on extinguishment of debt. The Company made payments under capital lease obligations of $319,000 and $332,000 for the six months ended June 30, 2004 and 2003, respectively. The Company received proceeds from the exercise of stock options of $70,000 and $174,000 for the six months ended June 30, 2004 and 2003, respectively.

As of June 30, 2004, the Company had $85.1 million of cash-on-hand available for general corporate purposes. All of these funds were invested in short-term, risk-averse investments, in accordance with the indentures.

Pursuant to the Senior Credit Facility, the Company is prohibited from making investments or advances to third parties exceeding $15.0 million unless the third party becomes a guarantor of the Company’s obligation. In addition, the Company may utilize the undrawn amounts under the

Senior Credit Facility to retire or prepay subordinated debt, subject to the limitations set forth in the indentures.

At June 30, 2004, the Company had no outstanding borrowings under the Senior Credit Facility. The Company pays an annual commitment fee tied to the Company’s ratio of total debt to operating cash flow, ranging from 1.0%, if the ratio is greater than or equal to 7.0x; 0.75% if the ratio is greater than or equal to 5.0x and less than 7.0x; and 0.50% per annum at any time that the ratio is less than 5.0x of the unused available borrowings under the Senior Credit Facility.

The Senior Credit Facility provides, at the option of the Company, that borrowed funds bear interest based upon the London Interbank Offered Rate (LIBOR), the customary “CD Rate” or “Base Rate.” In addition to the index rate, the Company pays a fixed incremental percentage at 2.25% with the Base Rate and 3.25% with LIBOR.

Each of the Company’s subsidiaries has guaranteed the Company’s obligations under the Senior Credit Facility. The Senior Credit Facility is secured by the pledge of all the stock of the Company’s subsidiaries and a first priority lien on all of the assets of the Company and its subsidiaries.

The Senior Credit Facility requires the Company to maintain a senior secured debt to operating cash flow ratio of not more than 1.75x (net of cash up to $50.0 million). The Company is also required to maintain a cash and short-term investment balance of at least $50.0 million.

On December 23, 2003, the Company completed a private add-on offering of $90.0 million principal amount of its 8 ½% Senior Notes due 2008 (the “Senior Notes Add-On”). The Senior Notes Add-on were offered to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. The Senior Notes Add-On was sold at a premium of approximately $6.2 million. On January 22, 2004, the Company used the net proceeds of approximately $94.1 million to redeem all of the Company’s 9% senior subordinated notes due 2006 plus accrued interest. On July 1, 2004, the Company exchanged the Senior Notes Add-On for notes of the Company with substantially identical terms of the Senior Notes Add-On, except the new notes do not contain terms with respect to transfer restrictions.

On December 23, 2003, the Company completed a private offering of $140.0 million principal amount of its 8¾ % Senior Subordinated Notes due 2014 (the “December 2003 Notes”). The December 2003 Notes were offered to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. On January 22, 2004, the Company used the net proceeds of approximately $136.5 million to redeem all of the Company’s 8¾% Senior Subordinated Notes due 2007, plus a redemption premium and accrued interest. On July 1, 2004, the Company exchanged the December 2003 Notes for notes of the Company with substantially identical terms of the December 2003 Notes, except the new notes do not contain terms with respect to transfer restrictions.

Debt amounts outstanding at December 31, 2003 and June 30, 2004 were as follows (dollars in thousands):

	12/31/03			6/30/04			Annualized Interest Payments(1)
Senior Credit Facility	$	—		$	—		$	—
8½% Senior Notes due 2008	253,109		(2)	252,487		(2)	20,986
8 ¾% Senior Subordinated Notes due 2014	140,000			140,000			12,250
9% Senior Subordinated Notes due 2006	86,081		(3)	—			—
8¾% Senior Subordinated Notes due 2007	137,730		(3)	—			—
10% Senior Subordinated Notes due 2011	348,450		(4)	348,161		(4)	34,430
Total Debt (excluding capital leases)	$	965,370		$	740,648		$	67,666

(1) The annualized interest payments are calculated based on the outstanding principal amounts at June 30, 2004, multiplied by the interest rates of the related notes.

(2) Includes an unamortized premium balance of $6.2 million and $5.6 million as of December 31, 2003 and June 30, 2004, respectively.

(3) Redeemed in full on January 22, 2004

(4) Includes unamortized premium balances of $4.2 million and $3.9 million as of December 31, 2003 and June 30, 2004, respectively.

The Company’s total debt at June 30, 2004 was approximately $741.6 million, consisting of $484.3 million of Senior Subordinated Notes, $246.9 million of Senior Notes, $9.5 million of bond premiums and $942,000 of capital leases. In addition, at June 30, 2004, the Company had an additional $20.0 million of unused available borrowings under the Senior Credit Facility.

Management believes that cash flows from operations, cash and cash equivalents and borrowings available under the Senior Credit Facility will be sufficient to fund the working capital, capital expenditures, debt service and other liquidity needs of the Company for the foreseeable future.

Income Taxes

The Company files a consolidated federal income tax return and such state or local tax returns as are required. For the year ended December 31, 2003, the Company recorded a $3.6 million benefit from income taxes related to the reversal of prior year overprovision for state taxes. No tax benefit was recorded with respect to the loss for 2004, as its utilization is not more likely than not to be realized. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. At December 31, 2003, the Company had net operating loss (“NOL”) carryforwards for tax purposes of approximately $129.9 million expiring at various dates through 2023, for which a full valuation allowance has been provided.

Contractual Obligations and Other Commercial Commitments

The Company has obligations and commitments under its long-term debt agreements and instruments to make future payments of principal and interest. The Company also has obligations and commitments under certain contractual arrangements to make future payments for goods and services. These arrangements secure the future rights to various assets and services to be used in the normal course of operations. Under generally accepted accounting principles, certain of these arrangements (i.e., programming contracts that are currently available for airing) are recorded as liabilities on the Company’s consolidated balance sheet, while others (i.e., operating lease arrangements and programming not currently available) are not reflected as liabilities.

The following tables summarize separately the Company’s material obligations and commitments at June 30, 2004 and the timing of payments required in connection therewith and the effect that such payments are expected to have on the Company’s liquidity and cash flow in future periods. The Company expects to fund these obligations with cash on hand, cash flow from operations and funds available under its Senior Credit Facility.

			Payments Due by Period
Contractual Obligations	Total		Less than 1 year		1 – 3 years		4 – 5 years		After 5 years
	(dollars in thousands)
Long-Term Debt (principal only)	$	731,189	$	—	$	—	$	246,890	$	484,299
Capital Lease Obligations	942		751		191		—		—
Operating Leases	6,363		1,571		3,204		930		658
Unconditional Purchase Obligations(1)	3,651		3,220		431		—		—
Other Long-Term Obligations(2)	82,729		6,786		52,715		12,308		10,920
Total Contractual Cash Obligations	$	824,874	$	12,328	$	56,541	$	260,128	$	495,877

(1) Unpaid program license liability reflected on the June 30, 2004 balance sheet.

(2) Obligations for programming that has been contracted for, but not recorded on the June 30, 2004 Balance Sheet because the programs were not currently available for airing.

Impact of Recently Issued Accounting Standards

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”), which requires variable interest entities (commonly referred to as SPEs) to be consolidated by the primary beneficiary of the entity if certain criteria are met. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provision of FIN 46 become effective for the Company during the third quarter of 2003. For variable interest entities acquired prior to February 1, 2003, any difference between the net amount added to the balance sheet and the amount of any previously recognized interest in the variable interest entity would be recognized as a cumulative effect of an accounting change. In December 2003, the FASB delayed the implementation date of FIN 46 until March 31, 2004 for entities that are not “special purpose entities” under existing GAAP. The Company’s equity investments do not qualify as SPE’s, therefore, management elected to defer adoption of FIN 46 until March 31, 2004. The Company’s adoption of this new standard did not have a material impact on the results of operating and financial position.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

The Company’s Senior Credit Facility, with no amounts outstanding as of June 30, 2004, bears interest at floating rates. Accordingly, to the extent there are amounts outstanding under the Senior Credit Facility, we are exposed to potential losses related to changes in interest rates.

The Company’s Senior Subordinated Notes of approximately $484.3 million outstanding principal as of June 30, 2004 are general unsecured obligations of the Company and are subordinated in right of payment to all senior debt, including all indebtedness of the Company under the Senior Credit Facility and the Senior Notes. The Senior Subordinated Notes have fixed rates of interest ranging from 8¾% to 10% and are ten-year notes maturing in various years commencing 2011. The annualized interest expense on the outstanding Senior Subordinated Notes is approximately $46.7 million.

The Company’s Senior Notes of approximately $246.9 million outstanding principal as of June 30, 2004 have a fixed rate of interest of 8½% and mature in 2008. The annualized interest expense on the outstanding Senior Notes is approximately $21.0 million.

The Company does not enter into derivatives or other financial instruments for trading or speculative purposes; however, in order to manage its exposure to interest rate risk, the Company entered into a derivative financial instrument in June 2001. The derivative financial instrument is

an interest rate swap agreement that expires in 2011. The Company does not apply hedge accounting to these instruments.

Item 4. Controls and Procedures.

Our management carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of June 30, 2004. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission.

There has not been any change in our internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended June 30, 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the Company’s opinion, the outcome of such proceedings and litigation currently pending will not materially affect the Company’s financial condition or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders.

On May 4, 2004, the Company held its 2004 annual meeting of stockholders to (i) elect nine directors of the Company to serve for a term of one year, (ii) approve the Young Broadcasting Inc. 2004 Equity Incentive Plan, (iii) approve the Young Broadcasting Inc. 2003 Non-Employee Directors’ Deferred Stock Unit Plan, (iv) approve an amendment to the Company’s 2001 Employee Stock Purchase Plan to increase the total number of shares available thereunder from 50,000 to 100,000, and (v) ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2004.

The following individuals were elected to serve as directors until the next annual meeting:

	Vote For	Vote Withheld
Vincent J. Young	32,151,969	4,000,675
Adam Young	31,125,879	5,026,765
Deborah A. McDermott	31,137,569	5,015,075
James A. Morgan	32,132,965	4,019,679
Bernard F. Curry	33,981,593	2,171,051
Alfred J. Hickey, Jr.	33,981,593	2,171,051
Leif Lomo	33,994,593	2,158,051
Richard Lowe	31,119,019	5,033,625
David C. Lee	33,981,593	2,171,051

Except for Deborah A. McDermott, who was first elected as a director at the 2004 Annual Meeting, such individuals served as directors of the Company immediately preceding the meeting.

The stockholders approved the Young Broadcasting Inc. 2004 Equity Incentive Plan. The result of the vote was as follows: 26,859,484 votes were for the approval of the Equity Incentive Plan, 6,532,104 votes were against the approval of the Equity Incentive Plan and 18,447 votes abstained.

The stockholders approved the Young Broadcasting Inc. 2003 Non-Employee Directors’ Deferred Stock Unit Plan. The result of the vote was as follows: 31,581,318 votes were for the approval of the 2003 Non-Employee Directors’ Deferred Stock Unit Plan, 1,797,690 votes were against the approval of the 2003 Non-Employee Directors’ Deferred Stock Unit Plan and 31,027 votes abstained.

The stockholders approved the amendment to the Company’s 2001 Employee Stock Purchase Plan. The result of the vote was as follows: 32,886,166 votes were for the approval of the amendment to the Company’s 2001 Employee Stock Purchase Plan, 505,422 votes were against the approval of the amendment to the Company’s 2001 Employee Stock Purchase Plan and 18,447 votes abstained.

The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2004. The result of the vote was as follows: 35,768,860 votes were for the selection, 347,709 votes were against the selection and 36,075 votes abstained.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits.

Exhibit Number		Exhibit Description

11		Statement Re Computation of Per Share Earnings.
31		Rule 13a-14(a)/15d-14(a) Certifications
32		Section 1350 Certifications

(b) Reports on Form 8-K. The Company filed the following report on Form 8-K during the second quarter of the year ending December 31, 2004.

Date of Report	Date Report Filed with SEC	Items Reported

May 10, 2004	May 10, 2004	Item 12-Results of Operation and Financial Condition

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		YOUNG BROADCASTING INC.


Date:	August 6, 2004	By:	/s/ Vincent J. Young
			Vincent J. Young
			Chairman and Chief Executive Officer


Date:	August 6, 2004	By:	/s/ James A. Morgan
			James A. Morgan
			Executive Vice President and
			Chief Financial Officer
			(principal financial officer)