-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wtlp4b/GKowNeJzf2FEku0IMCkA3xS+xTtQIRkKg6dz/j9Mz/EzCgnwXXPFx6VPJ wCDJ0mcQd9sXkua6YQi1xA== 0000950130-99-000239.txt : 19990118 0000950130-99-000239.hdr.sgml : 19990118 ACCESSION NUMBER: 0000950130-99-000239 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19990115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARST ARGYLE TELEVISION INC CENTRAL INDEX KEY: 0000949536 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 742717523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-14776 FILM NUMBER: 99506749 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2126492300 MAIL ADDRESS: STREET 1: 200 CONCORD PLAZA STREET 2: STE 700 CITY: SAN ANTONIO STATE: TX ZIP: 78216 FORMER COMPANY: FORMER CONFORMED NAME: ARGYLE TELEVISION INC DATE OF NAME CHANGE: 19951006 10-K405/A 1 FORM 10-K405/A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A (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, 1997 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ___________ Commission file number 0-2700 HEARST-ARGYLE TELEVISION, INC. (Exact name of registrant as specified in its charter) DELAWARE 74-2717523 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 888 Seventh Avenue 10106 New York, NY (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (212) 887-6800 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Series A Common Stock, par value $.01 per share (Title of Class) 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 ------ The aggregate market value of the Registrant's voting stock held by nonaffiliates on March 6, 1998, based on the closing price for the Registrant's Series A Common Stock on such date as reported on the Nasdaq National Market, was approximately $405,000,000. Shares of Common Stock outstanding at March 6, 1998: 53,839,252 shares (consisting of 12,540,604 shares of Series A Common Stock and 41,298,648 shares of Series B Common Stock). 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 or any amendment to this Form 10-K. [X] DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Company's Proxy Statement relating to the 1998 Annual Meeting of Stockholders are incorporated by reference into Part III (Items 10, 11, 12 and 13), and Item 4 of the Company's Current Reports on Form 8-K filed with the Commission on October 17, 1997 and October 20, 1997, is incorporated into Part II (Item 9). HEARST-ARGYLE TELEVISION, INC. This amendment No. 2 to Form 10-K amends and revises Part II: Item 6 of the Annual Report on Form 10-K for the fiscal year ended December 31, 1997 of Hearst-Argyle Television, Inc. initially filed on March 31, 1998 (and amended on December 16, 1998) with the Securities and Exchange Commission. Unless otherwise indicated, capitalized terms used herein shall have the respective meanings given such terms in the Form 10-K . -2- ITEM 6. SELECTED FINANCIAL DATA - ------------------------------- The selected financial data should be read in conjunction with the historical and pro forma financial statements and notes thereto included elsewhere herein and in "Management's Discussion and Analysis of Financial Condition and Results of Operations." As discussed herein and in the notes to the accompanying consolidated financial statements, on August 29, 1997, effective September 1, 1997 for accounting purposes, The Hearst Corporation ("Hearst") contributed its television broadcast group and related broadcast operations, Hearst Broadcast Group, to Argyle Television, Inc. ("Argyle") and merged the wholly-owned subsidiary of Hearst with and into Argyle, with Argyle as the surviving corporation (renamed Hearst-Argyle, Inc.) (the "Hearst Transaction"). The merger was accounted for as a purchase of Argyle by Hearst in a reverse acquisition. The presentation of the historical consolidated financial statements prior to September 1, 1997, has been revised to reflect the consolidated financial statements of the Hearst Broadcast Group, the accounting acquiror. The pro forma consolidated financial data for the year ended December 31, 1997 has been prepared as if the Gannett Swap and the Hearst Transaction had been completed at the beginning of the year presented. Such pro forma data is not necessarily indicative of the actual results that would have occurred nor of results that may occur. -3- Hearst-Argyle Television, Inc. -----------------------------
Years Ended December 31, Pro Forma (In thousands, except per share data) (In thousands) 1993 1994 1995 1996 1997(a) 1997(b) Statement of operations data: Total revenues $224,067 $259,459 $ 279,340 $283,971 $333,661 $387,782 Station operating expenses 103,880 106,281 117,535 121,501 142,096 168,443 Amortization of program rights 37,087 40,266 38,619 40,297 40,129 42,978 Depreciation and amortization 26,008 23,071 22,134 16,971 22,924 36,240 ------ ------ ------ ------ ------ ------ Station operating income 57,092 89,841 101,052 105,202 128,512 140,121 Corporate expenses 5,924 8,007 7,857 7,658 9,527 11,000 ------ ------ ------ ------ ------ ------ Operating income 51,168 81,834 93,195 97,544 118,985 129,121 Interest expense, net 22,773 22,678 22,218 21,235 32,484 38,377 ------ ------ ------ ------ ------ ------ Income from continuing operations before income taxes and extraordinary item 28,395 59,156 70,977 76,309 86,501 90,744 Income taxes 17,123 25,265 30,182 31,907 35,363 37,732 ------ ------ ------ ------ ------ ------ Income from continuing operations before extraordinary item 11,272 33,891 40,795 44,402 51,138 53,012 Extraordinary item(c) (16,212) ------ ------ ------ ------ ------ ------ Net income 11,272 33,891 40,795 44,402 34,926 53,012 Less preferred stock dividends(d) - - - (711) (1,422) ------ ------ ------ ------ ------ ------ Income applicable to common stockholders $11,272 $33,891 $40,795 $44,402 $34,215 $51,590 ======= ======= ======= ======= ======= ======= Earnings per common share - basic: Income from continuing operations before extraordinary item $0.27 $0.82 $0.99 $1.08 $1.13 $0.96 ======= ======= ======= ======= ======= ======= Income applicable to common stockholders $0.27 $0.82 $0.99 $1.08 $0.77 $0.96 ======= ======= ======= ======= ======= ======= Number of shares used in the calculation(k) 41,299 41,299 41,299 41,299 44,632 53,828 ======= ======= ======= ======= ======= ======= Earnings per common share - diluted: Income from continuing operations before extraordinary item $0.27 $0.82 $0.99 $1.08 $1.13 $0.96 ======= ======= ======= ======= ======= ======= Income applicable to common stockholders $0.27 $0.82 $0.99 $1.08 $0.77 $0.96 ======= ======= ======= ======= ======= ======= Number of shares used in the calculation(k) 41,299 41,299 41,299 41,299 44,674 53,873 ======= ======= ======= ======= ======= =======
-4- Hearst-Argyle Television, Inc. ------------------------------
The Company Years Ended December 31, Pro Forma 1993 1994 1995 1996 1997(a) 1997(b) Other data: Broadcast cash flow(e) $82,626 $113,999 $123,038 $117,947 $150,972 $175,834 Broadcast cash flow margin(f) 36.9% 43.9% 44.0% 41.5% 45.2% 45.3% Operating cash flow(g) $79,147 $108,749 $117,087 $109,457 $141,445 $164,834 Operating cash flow margin(h) 35.3% 41.9% 41.9% 38.5% 42.4% 42.5% After-tax cash flow(i) $37,280 $56,962 $62,929 $61,373 $74,062 $ 89,252 Cash flow provided by operating activities N/A $44,460 $61,185 $65,801 $67,689 (l) Cash flow used in investing activities N/A $(8,430) $(8,621) $(7,764) $(131,973) (l) Cash flow provided by (used in) financing activities N/A $(33,584) $(52,020) $(58,145) $74,161 (l) Capital expenditures $4,879 $8,430 $8,621 $7,764 $21,897 N/A Program payments $37,561 $39,179 $38,767 $44,523 $40,593 $ 43,505 Balance sheet data (at year end): Cash and cash equivalents N/A $2,446 $2,990 $2,882 $12,759 $12,759 Total assets N/A $387,984 $385,406 $366,956 $1,044,109 $1,044,109 Total debt (including current portion) N/A N/A N/A N/A $490,000 $500,000 Divisional/Stockholders' equity(j) N/A $283,988 $272,762 $259,020 $326,654 $326,654
See footnotes on the following page. -5- Notes To Selected Financial Data (a) The Hearst Transaction was consummated on August 29, 1997. The selected financial data includes results from (i) WCVB, WTAE, WBAL, WISN, KMBC and WDTN for the entire period presented; (ii) WAPT, KITV, KHBS/KHOG, WLWT, KOCO and the Company's share of the 1996 Joint Marketing and Programming Agreement relating to the television station WNAC, with the owner of another television station in the same market (the "Clear Channel Venture") from September 1 through December 31, 1997; and, (iii) management fees derived by the Company from WWWB, WPBF, KCWE and WBAL-AM and WIYY-FM (the "Managed Stations") from September 1 through December 31, 1997. (b) Includes the results of operations of Argyle, Hearst Broadcast Group and the management fee derived by the Company from the Managed Stations, on a combined pro forma basis as if the Hearst Transaction and the definitive agreement with Gannett Co., Inc. to swap Argyle's WZZM and WGRZ for Gannett's WLWT and KOCO (the "Gannett Swap") had occurred at the beginning of the period presented. (c) Represents the write-offs of unamortized financing costs and premiums paid upon early extinguishment of debt for Hearst-Argyle. (d) Gives effect to dividends on the Preferred Stock issued in connection with the acquisition of KHBS/KHOG. (e) Broadcast cash flow is defined as station operating income, plus depreciation and amortization and write down of intangible assets, plus amortization of program rights, minus program payments. The Company has included broadcast cash flow data because management utilizes and believes that such data are commonly used as a measure of performance among companies in the broadcast industry. Broadcast cash flow is also frequently used by investors, analysts, valuation firms and lenders as one of the important determinants of underlying asset value. Broadcast cash flow should not be considered in isolation or as an alternative to operating income (as determined in accordance with generally accepted accounting principles) as an indicator of the entity's operating performance, or to cash flow from operating activities (as determined in accordance with generally accepted accounting principles) as a measure of liquidity. This measure is believed to be, but may not be, comparable to similarly titled measures used by other companies. (f) Broadcast cash flow margin is broadcast cash flow divided by total revenues, expressed as a percentage. This measure may not be comparable to similarly titled measures used by other companies. (g) Operating cash flow is defined as operating income, plus depreciation and amortization and write down of intangible assets, plus amortization of program rights, minus program payments, plus non-cash compensation expense. The Company has included operating cash flow data, also known as EBITDA, because management utilizes and believes that such data are commonly used as a measure of performance among companies in the broadcast industry. Operating cash flow is also used by investors, analysts, rating agencies and lenders to measure a company's ability to service debt. Operating cash flow should not be considered in isolation or as an alternative to operating income (as determined in accordance with generally accepted accounting principles) as an indicator of the entity's operating performance, or to cash flow from operating activities (as determined in accordance with generally accepted accounting principles) as a measure of liquidity. This measure is believed to be, but may not be, comparable to similarly titled measures used by other companies. (h) Operating cash flow margin is operating cash flow divided by total revenues, expressed as a percentage. This measure may not be comparable to similarly titled measures used by other companies. (i) After-tax cash flow is defined as income before extraordinary item plus depreciation and amortization. The Company has included after- tax cash flow data because management utilizes and believes that such data are commonly used by investors, analysts, rating agencies and lenders to measure a company's ability to service debt and as an alternative determinant of enterprise value. After-tax cash flow should not be considered in isolation or as an alternative to operating income (as determined in accordance with generally accepted accounting principles) as an indicator of the entity's operating performance, or to cash flow from operating activities (as determined in accordance with generally accepted accounting principles) as a measure of liquidity. This measure is believed to be, but may not be, comparable to similarly titled measures used by other companies. (j) Divisional equity includes net amounts due to Hearst and affiliates. Hearst-Argyle has not paid any dividends on its Series A Common Stock since inception. (k) The number of shares used in the per share calculation retroactively reflects approximately 41.3 million shares received by Hearst in the Hearst Transaction for all periods prior to September 1, 1997. (l) The cash flow data for operating activities, investing activities and financing activities is not determinable for pro forma purposes. -6- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. HEARST-ARGYLE TELEVISION, INC. By: /s/ Dean H. Blythe ---------------------------------- Name: Dean H. Blythe Title: Secretary -7- Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Company in the capacities indicated on January 15, 1999. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors and officers of Hearst-Argyle Television, Inc. hereby constitutes and appoints Dean H. Blythe and Harry T. Hawks, or either of them, his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this Report, and to file each such amendment to this Report, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorney-in-fact and agent full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
Name Title - ---- ----- /s/ Bob Marbut Co-Chief Executive Officer and Chairman of the Board - ------------------------------------------ Bob Marbut (principal executive officer) /s/ John G. Conomikes President, Co-Chief Executive Officer and Director - ------------------------------------------ John G. Conomikes (principal executive officer) /s/ David J. Barrett Executive Vice President, Chief Operating Officer and - ------------------------------------------ David J. Barrett Director /s/ Harry T. Hawks Senior Vice President and Chief Financial Officer - ------------------------------------------ Harry T. Hawks (principal financial officer) /s/ Teresa Lopez Vice President and Controller (principal accounting - ------------------------------------------ Teresa Lopez officer) /s/ Frank A. Bennack, Jr. Director - ------------------------------------------ Frank A. Bennack, Jr. /s/ Victor F. Ganzi Director - ------------------------------------------ Victor F. Ganzi /s/ George R. Hearst Director - ------------------------------------------ George R. Hearst /s/ William R. Hearst III Director - ------------------------------------------ William R. Hearst III /s/ Gilbert C. Maurer Director - ------------------------------------------ Gilbert C. Maurer /s/ David Pulver Director - ------------------------------------------ David Pulver /s/ Virginia H. Randt Director - ----------------------------------------- Virginia H. Randt /s/ Caroline L. Williams Director - ----------------------------------------- Caroline L. Williams
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