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FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001
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 1-13452
PAXSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 59-3212788
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
601 Clearwater Park Road
West Palm Beach, Florida 33401
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (561) 659-4122
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 Act of 1934 during the
proceeding 12 months (or for 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of July 31, 2001:
CLASS OF STOCK NUMBER OF SHARES
Common stock-Class A, $0.001 par value per share............ 56,287,677
Common stock-Class B, $0.001 par value per share............ 8,311,639
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PAXSON COMMUNICATIONS CORPORATION
INDEX
PAGE
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of
June 30, 2001 (unaudited) and December 31, 2000.......................................... 3
Consolidated Statements of Operations for the Three and Six Months
Ended June 30, 2001 and 2000 (unaudited)................................................. 4
Consolidated Statement of Stockholders' Deficit
for the Six Months Ended June 30, 2001 (unaudited)....................................... 5
Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 2001 and 2000 (unaudited).......................................... 6
Notes to Unaudited Consolidated Financial Statements..................................... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................................................... 11
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders....................................... 18
Item 6. Exhibits and Reports on Form 8-K.......................................................... 18
Signatures........................................................................................... 20
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ITEM 1.
PAXSON COMMUNICATIONS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands except share data)
June 30, December 31,
2001 2000
---- ----
(Unaudited)
Assets
Current assets:
Cash and cash equivalents................................................................. $ 28,115 $ 51,363
Short-term investments.................................................................... 34,988 50,001
Restricted cash and short-term investments................................................ 11,731 13,729
Accounts receivable, net of allowance for doubtful accounts of
$4,858 and $4,167, respectively......................................................... 32,727 39,528
Program rights............................................................................ 66,676 79,160
Prepaid expenses and other current assets................................................. 2,349 2,065
------------- ------------
Total current assets................................................................... 176,586 235,846
Property and equipment, net................................................................... 167,600 174,649
Intangible assets, net........................................................................ 944,478 949,614
Program rights, net of current portion........................................................ 109,892 119,423
Investments in broadcast properties........................................................... 17,373 33,453
Other assets, net............................................................................. 15,321 13,062
------------- ------------
Total assets........................................................................... $ 1,431,250 $ 1,526,047
============= ============
Liabilities, Mandatorily Redeemable Preferred Stock and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued liabilities.................................................. $ 18,779 $ 21,828
Accrued interest.......................................................................... 8,250 10,464
Obligations for cable distribution rights................................................. 12,967 19,840
Obligation for satellite distribution rights.............................................. 5,126 5,114
Obligations for program rights............................................................ 84,052 88,336
Current portion of bank financing......................................................... 47 15,966
------------- ------------
Total current liabilities.............................................................. 129,221 161,548
Obligations for cable distribution rights, net of current portion......................... 1,910 972
Obligation for satellite distribution rights, net of current portion...................... 13,572 14,076
Obligations for program rights, net of current portion.................................... 45,826 79,341
Senior subordinated notes and bank financing, net......................................... 414,322 389,510
------------- ------------
Total liabilities...................................................................... 604,851 645,447
------------- ------------
Mandatorily redeemable preferred stock........................................................ 1,149,852 1,080,389
------------- ------------
Commitments and contingencies................................................................. -- --
------------- ------------
Stockholders' deficit:
Class A common stock, $0.001 par value; one vote per share; 215,000,000
shares authorized, 56,273,477 and 55,872,152 shares issued and outstanding............. 56 56
Class B common stock, $0.001 par value; ten votes per share; 35,000,000
shares authorized and 8,311,639 shares issued and outstanding.......................... 8 8
Common stock warrants and call option..................................................... 68,384 68,384
Stock subscription notes receivable....................................................... (1,088) (1,270)
Additional paid-in capital................................................................ 501,828 499,304
Deferred stock option compensation........................................................ (3,810) (6,999)
Accumulated deficit....................................................................... (888,831) (759,272)
------------- ------------
Total stockholders' deficit............................................................ (323,453) (199,789)
------------- ------------
Total liabilities, mandatorily redeemable preferred stock, and stockholders' deficit.......... $ 1,431,250 $ 1,526,047
============= ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS.
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PAXSON COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except share and per share data)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
2001 2000 2001 2000
---- ---- ---- ----
(Unaudited) (Unaudited)
REVENUES
Gross revenues............................................. $ 78,981 $ 78,151 $ 159,195 $ 156,607
Less: agency commissions................................... (11,249) (10,886) (22,148) (21,870)
---------- ---------- ---------- -----------
Net revenues............................................... 67,732 67,265 137,047 134,737
---------- ---------- ---------- -----------
EXPENSES:
Programming and broadcast operations.................... 10,432 9,510 20,382 18,484
Program rights amortization............................. 21,430 24,170 45,863 51,931
Selling, general and administrative..................... 30,635 32,503 62,245 65,901
Time brokerage and affiliation fees..................... 894 1,492 1,833 3,370
Stock-based compensation................................ 2,071 5,583 3,189 7,750
Adjustment of programming to net realizable value....... -- -- -- 24,400
Depreciation and amortization........................... 24,136 21,394 48,132 42,574
---------- ---------- ---------- -----------
Total operating expenses............................ 89,598 94,652 181,644 214,410
---------- ---------- ---------- -----------
Operating loss............................................. (21,866) (27,387) (44,597) (79,673)
---------- ---------- ---------- -----------
OTHER INCOME (EXPENSE):
Interest expense........................................ (11,855) (11,812) (24,138) (23,392)
Interest income......................................... 1,253 5,649 2,737 8,686
Other expenses, net..................................... (1,276) (106) (1,607) (2,441)
Gain on modification of program rights obligations...... 233 - 466 9,910
Gain (loss) on sale of television stations.............. 10,649 (1,000) 10,649 (1,800)
---------- ---------- ---------- -----------
Loss before income taxes................................... (22,862) (34,656) (56,490) (88,710)
Income tax provision....................................... (16) -- (60) --
---------- ---------- ---------- -----------
Net loss................................................... (22,878) (34,656) (56,550) (88,710)
Dividends and accretion on redeemable preferred stock...... (36,843) (34,179) (73,009) (67,761)
---------- ---------- ---------- -----------
Net loss attributable to common stockholders............... $ (59,721) $ (68,835) $ (129,559) $ (156,471)
========== =========== ========== ============
Basic and diluted loss per common share.................... $ (0.93) $ (1.09) $ (2.01) $ (2.48)
========== =========== =========== ============
Weighted average shares outstanding........................ 64,482,532 63,135,530 64,385,930 63,089,644
========== =========== =========== ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS.
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PAXSON COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2001
(in thousands)
Stock
Common Sub- Total
Stock scription Additional Deferred Stock-
Common Stock Warrants and Notes Paid-In Option Plan Accumulated holders'
Class A Class B Call Option Receivable Capital Compensation Deficit Deficit
------- ------- ----------- ---------- ------- ------------ ------- ---------
Balance, December 31, 2000 ....... $ 56 $ 8 $ 68,384 $ (1,270) $ 499,304 $ (6,999) $(759,272) $(199,789)
Stock based compensation ...... -- -- -- -- -- 3,189 -- 3,189
Stock options exercised ....... -- -- -- -- 2,524 -- -- 2,524
Repayment of stock
subscription notes
receivable .................. -- -- -- 182 -- -- -- 182
Dividends on redeemable
preferred stock ............. -- -- -- -- -- -- (58,967) (58,967)
Accretion on redeemable
preferred stock ............. -- -- -- -- -- -- (14,042) (14,042)
Net loss ...................... -- -- -- -- -- -- (56,550) (56,550)
--------- --------- --------- --------- --------- --------- --------- ---------
Balance, June 30, 2001 (unaudited) $ 56 $ 8 $ 68,384 $ (1,088) $ 501,828 $ (3,810) $(888,831) $(323,453)
========= ========= ========= ========= ========= ========= ========= =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS.
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PAXSON COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the Six Months
Ended June 30,
----------------------------
2001 2000
------------- ----------
(Unaudited)
Cash flows from operating activities:
Net loss............................................................... $ (56,550) $ (88,710)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization.......................................... 48,132 42,574
Stock-based compensation............................................... 3,189 7,750
Program rights amortization............................................ 45,863 51,931
Payments for cable distribution rights................................. (8,425) (2,160)
Payments for program rights and deposits............................... (58,710) (56,607)
Provision for doubtful accounts........................................ 1,831 1,724
Adjustment of programming to net realizable value...................... -- 24,400
Loss on sale or disposal of assets..................................... 1,669 839
(Gain) loss from sale of television stations........................... (10,649) 1,800
Gain on restructuring of program rights obligations.................... (466) (9,910)
Changes in assets and liabilities:
Decrease (increase) in restricted cash and short-term investments...... 1,998 (5,634)
Decrease in accounts receivable........................................ 1,862 217
(Increase) decrease in prepaid expenses and other current assets....... (1,923) 156
Decrease in other assets............................................... 2,617 3,567
(Decrease) increase in accounts payable and accrued liabilities........ (2,999) 382
(Decrease) increase in accrued interest................................ (2,214) 1,955
(Decrease) in current income taxes payable............................. -- (1,182)
----------- -----------
Net cash used in operating activities............................. (34,775) (26,908)
----------- -----------
Cash flows from investing activities:
Acquisitions of broadcasting properties................................ (12,932) (77,757)
Decrease in deposits on broadcast properties........................... -- 3,008
Decrease in investments in broadcast properties........................ -- 7,096
Decrease in short-term investments..................................... 15,013 55,955
Purchases of property and equipment.................................... (13,688) (8,866)
Proceeds from sales of television stations............................. 15,121 650
Proceeds from sales of property and equipment.......................... 202 --
----------- -----------
Net cash provided by (used in) investing activities............... 3,716 (19,914)
----------- -----------
Cash flows from financing activities:
Borrowings of long-term debt........................................... 9,766 4,371
Repayments of long-term debt........................................... (1,115) (1,978)
Preferred stock dividends paid......................................... (3,546) (3,546)
Proceeds from exercise of common stock options, net.................... 2,524 1,217
Repayments of stock subscription notes receivable...................... 182 --
----------- -----------
Net cash provided by financing activities......................... 7,811 64
----------- -----------
Decrease in cash and cash equivalents.................................. (23,248) (46,758)
Cash and cash equivalents, beginning of period......................... 51,363 125,189
----------- -----------
Cash and cash equivalents at end of period............................. $ 28,115 $ 78,431
=========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS.
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PAXSON COMMUNICATIONS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
Paxson Communications Corporation's (the "Company") financial information
contained in the financial statements and notes thereto as of June 30, 2001 and
for the three and six month periods ended June 30, 2001 and 2000, is unaudited.
In the opinion of management, all adjustments necessary for the fair
presentation of such financial information have been included. These adjustments
are of a normal recurring nature. There have been no changes in accounting
policies since the year ended December 31, 2000.
The consolidated financial statements include the accounts of the Company
and its majority owned subsidiaries and those of DP Media, Inc. ("DP Media"), a
company which was acquired in June 2000. Prior to acquisition, DP Media was
beneficially owned by family members of Lowell W. Paxson, the Company's Chairman
and principal stockholder. The financial position and results of operations of
DP Media have been included in the Company's consolidated financial statements
since September 1999. All significant intercompany balances and transactions
have been eliminated.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. Certain reclassifications have been made to the
prior year's financial statements to conform to the 2001 presentation. These
financial statements, footnotes and discussions should be read in conjunction
with the financial statements and related footnotes and discussions contained in
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2000, and the definitive proxy statement for the annual meeting of stockholders
held May 1, 2001, and the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2001, all of which were filed with the United States
Securities and Exchange Commission.
2. JSA RESTRUCTURING
During the fourth quarter of 2000, the Company approved a plan to
restructure its television station operations by entering into Joint Sales
Agreements ("JSA") primarily with National Broadcasting Company, Inc. ("NBC")
affiliate stations in each of the Company's remaining non-JSA markets. Under the
JSA structure, the Company generally terminates its station sales staff. The JSA
partner then provides local and national spot advertising sales management and
representation to the Company station and integrates and co-locates the Company
station operations. These restructuring activities resulted in a charge of
approximately $5.8 million in the fourth quarter of 2000 consisting of $2.7
million of termination benefits and $3.1 million of costs associated with
exiting leased properties which will no longer be utilized upon implementation
of the JSAs. During the six months ended June 30, 2001, the Company paid
termination benefits to 39 employees totaling approximately $905,000 which were
charged against the restructuring reserve. The Company expects to substantially
complete the restructuring plan by the end of 2001. However, certain lease
obligations may continue through mid-2002.
The following summarizes the activity in the Company's restructuring
reserves for the six months ended June 30, 2001 (in thousands):
Balance Balance
December 31, 2000 Cash Deductions June 30, 2001
----------------- --------------- -------------
Accrued Liabilities:
Lease Costs................. $ 3,091 $ (342) $ 2,749
Severance................... 2,586 (905) 1,681
--------- --------- ---------
$ 5,677 $ (1,247) $ 4,430
========= ========= =========
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3. MANDATORILY REDEEMABLE PREFERRED STOCK
The following represents a summary of the changes in the Company's
mandatorily redeemable preferred stock during the six month period ended
June 30, 2001 (in thousands):
Junior Series B
Junior Exchangeable Exchangeable Convertible Convertible
Preferred Preferred Preferred Preferred Exchangeable
Stock Stock Stock Stock Preferred
12% 12 1/2% 13 1/4% 9 3/4% Stock 8% Total
--- ------- ------- ------ -------- -----
Balance at December 31, 2000......... $ 56,855 $ 246,878 $ 270,854 $ 92,945 $ 412,857 $ 1,080,389
Accretion............................ 366 340 588 246 12,502 14,042
Accrual of cumulative dividends...... 3,546 15,677 18,409 4,735 16,600 58,967
Cash dividends....................... (3,546) -- -- -- -- (3,546)
--------- ----------- ---------- ---------- ----------- -----------
Balance at June 30, 2001 (unaudited) $ 57,221 $ 262,895 $ 289,851 $ 97,926 $ 441,959 $ 1,149,852
========= =========== ========== ========== =========== ===========
Aggregate liquidation preference at
June 30, 2001........................ $ 59,102 $ 266,593 $ 296,282 $ 100,687 $ 474,483 $ 1,197,147
========= =========== ========== ========== =========== ===========
Shares authorized.................... 33,000 440,000 72,000 17,500 41,500 604,000
========= =========== ========== ========== =========== ===========
Shares issued and outstanding........ 33,000 261,063 29,145 10,069 41,500 374,777
========= =========== ========== ========== =========== ===========
Accrued dividends.................... $ 26,102 $ 5,439 $ 4,827 $ -- $ 59,483 $ 95,851
========= =========== ========== ========== =========== ===========
4. INCOME TAXES
The Company has recorded a provision for income taxes based on its
estimated annual income tax liability. For the six months ended June 30, 2001,
the Company recorded a valuation allowance related to its net deferred tax asset
resulting from tax losses generated during the period. Management believes that
it is more likely than not that the Company will be unable to realize such
assets.
5. PER SHARE DATA
Basic and diluted loss per common share was computed by dividing net loss
less dividends and accretion on redeemable preferred stock by the weighted
average number of common shares outstanding during the period. The effect of
stock options and warrants is antidilutive. Accordingly, the Company's
presentation of diluted earnings per share is the same as that of basic earnings
per share.
As of June 30, 2001 and 2000, the following securities, which could
potentially dilute earnings per share in the future, were not included in the
computation of earnings per share, because to do so would have been antidilutive
(in thousands):
June 30,
--------------------
2001 2000
---- ----
Stock options outstanding............. 12,506 11,726
Class A common stock
warrants outstanding................. 32,428 32,428
Class A common stock reserved
under convertible securities......... 38,189 37,611
------ ------
83,123 81,765
====== ======
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6. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information and non-cash investing and financing
activities are as follows (in thousands):
For the Six Months
Ended June 30,
--------------------
2001 2000
---- ----
(Unaudited)
Supplemental disclosures of cash flow information:
Cash paid for interest............................................... $ 23,653 $ 19,177
========== =========
Cash paid for income taxes........................................... $ 83 $ 1,224
========== =========
Non-cash operating and financing activities:
Accretion of discount on senior subordinated notes................... $ 240 $ 214
========== =========
Issuance of common stock in connection with acquisition.............. $ -- $ 251
========== =========
Dividends accrued on redeemable preferred stock...................... $ 55,421 $ 54,525
========== =========
Discount accretion on redeemable securities.......................... $ 14,042 $ 13,236
========== =========
7. DIVESTITURES
During the six months ended June 30, 2001, the Company sold interests in
three stations for aggregate consideration of approximately $18.9 million and
realized pre-tax gains of approximately $10.6 million on these sales.
8. NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141"),
and No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141
addresses financial accounting and reporting for business combinations and
requires all business combinations to be accounted for using the purchase method
of accounting. SFAS 141 is effective for all business combinations initiated
after June 30, 2001. The Company does not believe adoption of SFAS 141 will have
a material impact on its financial position, results of operations or cash
flows.
SFAS 142 addresses financial accounting and reporting for acquired goodwill
and other intangible assets. Under SFAS 142, goodwill and intangible assets that
have indefinite lives will not be amortized but rather will be tested at least
annually for impairment. Intangible assets that have finite useful lives will
continue to be amortized over their useful lives. SFAS 142 is effective for
fiscal years beginning after December 15, 2001. Impairment losses for goodwill
and other indefinite-lived intangible assets that arise due to the initial
application of SFAS 142 are to be reported as resulting from a change in
accounting principle. The Company will adopt SFAS 142 on January 1, 2002. The
Company is currently assessing the impact of adopting SFAS 142 and has not yet
determined whether it will recognize an impairment loss, if any, resulting from
adoption. However, upon adoption of SFAS 142, the Company will no longer
amortize goodwill and FCC license intangibles (which the Company believes have
indefinite lives) which totaled approximately $869.4 million, net of accumulated
amortization of $121.8 million at June 30, 2001. Under existing accounting
standards, these assets are being amortized over 25 years. Amortization expense
related to goodwill and FCC licenses totaled approximately $19.7 million and
$17.8 million for the six months ended June 30, 2001 and 2000, respectively.
9. SUBSEQUENT EVENT
On July 12, 2001, the Company completed a $560 million financing consisting
of a $360 million bank credit facility and $200 million of 10 3/4% Senior
Subordinated Notes due 2008. Proceeds from the initial funding under the new
bank credit facility and the 10 3/4% Senior Subordinated Notes offering were
used to repay all of the Company's indebtedness and obligations under its
previously existing credit facilities, and its 11 5/8% Senior Subordinated
Notes, and to redeem the Company's 12% redeemable preferred stock, as well as to
pay premiums, fees and expenses in
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connection with the refinancing. In the third quarter of 2001, the Company will
recognize an extraordinary loss totaling approximately $10.0 million resulting
primarily from the write-off of unamortized debt costs and the $4.6 million
redemption premium associated with the repayment of 11 5/8% Senior Subordinated
Notes.
The $360 million bank credit facility consists of a $25 million revolving
credit facility of which $2.0 million is currently drawn, maturing June 2006, a
$50 million delayed draw Term A facility, maturing December 2005 and a $285
million fully drawn Term B facility, maturing June 2006. The revolving credit
facility is available for general corporate purposes and the Term A facility is
available to fund capital expenditures. The interest rate under the bank
facility is LIBOR plus 3.0%. The 10 3/4% Senior Subordinated Notes are due in
2008 and interest on the notes is payable on January 15 and July 15 of each
year, beginning on January 15, 2002. Indebtedness under the Company's previously
existing senior credit facility and equipment financing facility was scheduled
to mature in June 2002. Since such indebtedness was refinanced in July 2001 with
indebtedness maturing in 2005 and 2006, these obligations have been classified
as long-term debt in the accompanying consolidated balance sheet.
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
We are a network television broadcasting company which owns and operates the
largest broadcast television station group in the U.S., as measured by the
number of television households in the markets our stations serve. We currently
own and operate 65 broadcast television stations (including three stations we
operate under time brokerage agreements), which reach all of the top 20 U.S.
markets except Pittsburgh and 41 of the top 50 U.S. markets. We operate PAX TV,
a network that provides family entertainment programming seven days per week and
reaches approximately 84% of prime time television households in the U.S.
through our broadcast television station group, and pursuant to distribution
arrangements with cable and satellite distribution systems and our affiliates.
We were founded in 1991 by Lowell W. Paxson, who remains our Chairman and
controlling stockholder. We began by purchasing radio and television stations,
and grew to become Florida's largest radio station group, while also owning two
network-affiliated television stations and other television stations that
carried principally infomercials and other paid programming. In 1997, we sold
our radio station group and our network-affiliated television stations to
concentrate on building our owned and operated television station group. We used
the proceeds from the sale of our radio station group and network-affiliated
television stations to acquire television stations and build the PAX TV network.
Since commencing our television operations in 1994, we have established the
largest owned and operated broadcast television station group in the U.S., as
measured by the number of television households in the markets our stations
serve. We launched PAX TV on August 31, 1998, and are now in our third network
programming season.
In September 1999, National Broadcasting Company, Inc. ("NBC") invested $415
million in our company. We have also entered into a number of agreements with
NBC that are intended to strengthen our business. Under these agreements, NBC
sells our network spot advertising and performs our network research and sales
marketing functions. We have also entered into JSAs with NBC with respect to all
of our stations serving markets also served by an NBC owned and operated
station, and with many independently owned NBC affiliated stations serving
markets also served by our stations. During the six months ended June 30, 2001,
we paid or accrued amounts due to NBC totaling approximately $9.7 million for
commission compensation and cost reimbursements incurred under our agreements
with NBC.
We derive our revenues from the sale of network spot advertising time,
network long form paid programming and station advertising:
o NETWORK SPOT ADVERTISING REVENUE. We sell commercial air time to
advertisers who want to reach the entire nationwide PAX TV viewing
audience with a single advertisement. Most of our network advertising is
sold under advance, or "upfront," commitments to purchase advertising
time, which are obtained before the beginning of our PAX TV programming
season. Network advertising rates are significantly affected by audience
ratings and our ability to reach audience demographics that are desirable
to advertisers. Higher ratings generally will enable us to charge higher
rates to advertisers. We pay commissions of up to 15% of gross revenue to
advertising agencies for network advertising. Our network advertising
revenue represented approximately 34% of our revenue during the six
months ended June 30, 2001.
o NETWORK LONG FORM PAID PROGRAMMING. We sell air time for long form paid
programming, consisting primarily of infomercials, during broadcasting
hours when we are not airing PAX TV. We pay commissions of up to 15% of
gross revenue to advertising agencies for long form paid programming.
Network long form paid programming represented approximately 33% of our
revenue during the six months ended June 30, 2001.
o STATION ADVERTISING REVENUE. We also sell commercial air time to
advertisers who want to reach the viewing audience in specific geographic
markets in which we own and operate our television stations. These
advertisers may be local businesses or regional or national advertisers
who want to target their advertising in these markets. Station
advertising rates are affected by ratings and local market conditions. We
pay commissions of up to 15% of
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gross revenue to advertising agencies for station advertising sales. Our
station advertising sales represented approximately 33% of our revenue
during the six months ended June 30, 2001. Included in station
advertising revenue is long form paid programming sold locally or
nationally which represented approximately 16% of our revenue during the
six months ended June 30, 2001.
Our revenue mix has changed since we launched PAX TV in 1998. The percentage
mix of our long form paid programming has declined from more than 90% in 1997 to
49% (combined network and station long form) in the six months ended June 30,
2001 due to the increase in spot advertising sales following the launch of PAX
TV. Long-form paid programming, however, continues to represent a significant
portion of our revenues.
During the fourth quarter of 1999, we began entering into Joint Sales
Agreements ("JSA") with owners of broadcast stations in markets served by our
stations. After implementation of a JSA, we no longer employ our own on-site
station sales staff. The JSA partner provides station spot advertising sales
management and representation for our stations and we integrate and co-locate
our station operations with those of our JSA partners. During the fourth quarter
of 2000, we approved a plan to restructure our television station operations by
entering into JSAs with owners of broadcast stations in markets in which our
stations were not already operating under JSAs. To date, we have entered into
JSAs for 55 of our television stations. Our restructuring plan includes two
major components: (1) termination of 226 station sales and administrative
employees and (2) the closing of our leased studio and sales office facilities
at each of our stations. These restructuring activities resulted in a charge of
approximately $5.8 million in the fourth quarter of 2000, consisting of $2.7
million of termination benefits and $3.1 million of costs associated with the
closing of our studios and sales offices that will no longer be utilized upon
implementation of the JSAs. During the six months ended June 30, 2001, we paid
termination benefits to 39 employees totaling approximately $905,000 and paid
lease termination costs of approximately $342,000, which were charged against
the restructuring reserve. We expect to substantially complete the restructuring
plan by the end of 2001; however, certain lease obligations may continue through
mid-2002.
Our primary operating expenses include selling, general and administrative
expenses, depreciation and amortization expenses, programming expenses, employee
compensation and costs associated with cable and satellite distribution, ratings
services and promotional advertising. Programming amortization is a significant
expense and is affected significantly by several factors, including the mix of
syndicated versus lower cost original programming as well as the frequency with
which programs are aired. As we continue to produce original programming, we
expect our programming amortization expense to increase in the near term. As we
acquire a more complete library of lower cost original programming to replace
our syndicated programming, however, our programming amortization expense should
decline.
This Report contains forward-looking statements that reflect our current
views with respect to future events. All statements in this Report other than
those that are statements of historical facts are generally forward-looking
statements. These statements are based on our current assumptions and analysis,
which we believe to be reasonable, but are subject to numerous risks and
uncertainties that could cause actual results to differ materially from our
expectations. All forward-looking statements in this Report are made only as of
the date of this Report, and we do not undertake any obligation to update these
forward-looking statements, even though circumstances may change in the future.
Factors to consider in evaluating any forward-looking statements and the other
information contained herein and which could cause actual results to differ from
those anticipated in our forward-looking statements or could otherwise adversely
affect our business or financial condition include those set forth in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2000, as filed with
the US Securities and Exchange Commission.
RESULTS OF OPERATIONS
The following table sets forth net revenues, the components of operating
expenses and other operating data for the three and six months ended June 30,
2001 and 2000 (in thousands):
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13
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- -------------------
2001 2000 2001 2000
---- ---- ---- ----
(unaudited) (unaudited)
Revenues...................................................... $ 78,981 $ 78,151 $ 159,195 $ 156,607
Less: agency commissions...................................... (11,249) (10,886) (22,148) (21,870)
---------- ---------- ------------ ---------
Net revenues 67,732 67,265 137,047 134,737
Expenses:
Programming and broadcast operations..................... 10,432 9,510 20,382 18,484
Program rights amortization.............................. 21,430 24,170 45,863 51,931
Selling, general and administrative...................... 30,635 32,503 62,245 65,901
Time brokerage and affiliation fees...................... 894 1,492 1,833 3,370
Stock-based compensation................................. 2,071 5,583 3,189 7,750
Adjustment of programming to net realizable value........ -- -- -- 24,400
Depreciation and amortization............................ 24,136 21,394 48,132 42,574
---------- ---------- ------------ ---------
Total operating expenses.............................. 89,598 94,652 181,644 214,410
---------- ---------- ------------ ---------
Operating loss................................................ $ (21,866) $ (27,387) $ (44,597) $ (79,673)
========== ========= ============ =========
Other Data:
EBITDA (a)............................................... $ 5,235 $ 1,082 $ 8,557 $ (1,579)
Program rights payments and deposits..................... 30,832 28,763 58,710 56,607
Payments for cable distribution rights................... 6,076 1,626 8,425 2,160
Capital expenditures..................................... 7,571 3,323 13,688 8,866
Cash flows used in operating activities.................. (21,095) (2,202) (34,775) (26,908)
Cash flows provided by (used in) investing activities.... 21,848 (42,965) 3,716 (19,914)
Cash flows provided by (used in) financing activities.... 6,563 (3,405) 7,811 64
---------------
(a) "EBITDA" is defined as operating loss plus depreciation, amortization,
stock-based compensation, programming net realizable value adjustments,
restructuring and other one-time charges, and time brokerage and affiliation
fees. EBITDA does not purport to represent cash provided by operating activities
as reflected in our consolidated statements of cash flows, is not a measure of
financial performance under generally accepted accounting principles, and should
not be considered in isolation. We believe the presentation of EBITDA is
relevant and useful because EBITDA is a measurement industry analysts utilize
when evaluating our operating performance.
THREE MONTHS ENDED JUNE 30, 2001 AND 2000
Net revenues increased 0.7% to $67.7 million for the three months ended
June 30, 2001 from $67.3 million for the three months ended June 30, 2000. This
increase is primarily attributable to higher advertising revenues from the PAX
TV network offset in part by a decrease in revenue from our television stations.
The increase in PAX TV network advertising revenues resulted primarily from
increases in ratings and distribution of PAX TV, favorable results from our
network sales agreement with NBC and increases in long-form programming rates.
The decrease in television station revenues is primarily due to reduced
television spot advertising revenues in our local markets.
Programming and broadcast operations expenses were $10.4 million during the
three months ended June 30, 2001 compared with $9.5 million for the comparable
period last year. This increase is primarily due to higher programming costs
associated with original program development and expenses of implementing JSAs
and other JSA transition costs. Program rights amortization expense was $21.4
million during the three months ended June 30, 2001 compared with $24.2 million
for the comparable period last year. The decrease is due to changes in program
frequency and scheduling as well as a greater mix of lower cost original
programming versus the comparable period last year. Selling, general and
administrative expenses were $30.6 million during the three months ended June
30, 2001 compared with $32.5 million for the comparable period last year. The
decrease is due to lower selling costs, including promotional advertising, and
other cost cutting measures. Time brokerage and affiliation fees were $0.9
million during the three months ended June 30, 2001 compared with $1.5 million
for the comparable period last year. This decrease is due to the completion of
acquisitions of stations we previously operated under time brokerage agreements
("TBAs"). Stock-based
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compensation expense was $2.1 million during the three months ended June 30,
2001 compared with $5.6 million for the comparable period last year. This
decrease is due to a reduction in options vesting in the second quarter of 2001
compared with the same period last year. Depreciation and amortization expense
was $24.1 million during the three months ended June 30, 2001 compared with
$21.4 million for the comparable period last year. This increase is due to
assets acquired as well as accelerated depreciation on assets to be disposed of
in connection with the JSA restructuring plan described above.
Interest expense for the three months ended June 30, 2001, totaled $11.9
million and was comparable with the same period in 2000. At June 30, 2001, total
long-term debt and senior subordinated notes were $414.4 million compared with
$390.2 million as of June 30, 2000. As described below, in July 2001 we
completed the refinancing of substantially all of our indebtedness. Interest
income for the three months ended June 30, 2001 decreased 77.8% to $1.3 million
from $5.6 million in the same period in 2000. These decreases were primarily due
to lower average cash and short-term investment balances in 2001.
During the three months ended June 30, 2001, we sold three television
stations for aggregate consideration of approximately $18.9 million and realized
pre-tax gains of approximately $10.6 million on these sales.
SIX MONTHS ENDED JUNE 30, 2001 AND 2000
Net revenues increased 1.7% to $137.0 million for the six months ended June
30, 2001 from $134.7 million for the six months ended June 30, 2000. This
increase is primarily attributable to higher advertising revenues from the PAX
TV network offset in part by a decrease in revenue from our television stations.
The increase in PAX TV network advertising revenues resulted from increases in
ratings and distribution of PAX TV, favorable results from our network sales
agreement with NBC and increases in long-form programming rates. The decrease in
television station revenues is primarily due to reduced television spot
advertising revenues in our local markets.
Programming and broadcast operations expenses were $20.4 million during the
six months ended June 30, 2001 compared with $18.5 million for the comparable
period last year. This increase is primarily due to higher programming costs
associated with original program development and expenses of implementing JSAs
and other JSA transition costs. Program rights amortization expense was $45.9
million during the six months ended June 30, 2001 compared with $51.9 million
for the comparable period last year. The decrease is due to changes in program
frequency and scheduling as well as a greater mix of lower cost original
programming versus the comparable period last year. Selling, general and
administrative expenses were $62.2 million during the six months ended June 30,
2001 compared with $65.9 million for the comparable period last year. The
decrease is primarily due to lower selling costs, including promotional
advertising, and other cost cutting measures. Time brokerage and affiliation
fees were $1.8 million during the six months ended June 30, 2001 compared with
$3.4 million for the comparable period last year. This decrease is due to the
completion of acquisitions of stations we previously operated under TBAs.
Stock-based compensation expense was $3.2 million during the six months ended
June 30, 2001 compared with $7.8 million for the comparable period last year.
This decrease is due to a reduction in options vesting in the first half of 2001
compared with the same period last year. During the first quarter of 2000, we
recorded a programming rights adjustment to net realizable value of $24.4
million resulting from a change in our estimated future usage of certain
programming. Depreciation and amortization expense was $48.1 million during the
six months ended June 30, 2001 compared with $42.6 million for the comparable
period last year. This increase is due to assets acquired as well as accelerated
depreciation on assets to be disposed of in connection with the JSA
restructuring plan described above.
Interest expense for the six months ended June 30, 2001, increased 3.1% to
$24.1 million from $23.4 million in the same period in 2000. The increase is
primarily due to a greater level of senior debt and higher interest rates on our
debt throughout the period. At June 30, 2001, total long-term debt and senior
subordinated notes were $414.4 million compared with $390.2 million as of June
30, 2000. Interest income for the six months ended June 30, 2001 decreased 68.5%
to $2.7 million from $8.7 million in the same period in 2000. The decrease is
primarily due to lower average cash and short-term investment balances in 2001.
Gain on modification of program rights obligations during 2000 primarily
reflects our return of certain programming rights that had been written off
during 1999, in exchange for cash of $4.9 million and the cancellation of the
remaining payment obligations.
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LIQUIDITY AND CAPITAL RESOURCES
On July 12, 2001, we completed a $560 million financing consisting of a
$360 million bank credit facility and $200 million of 10 3/4% Senior
Subordinated Notes due 2008. Proceeds from the initial funding under the new
bank credit facility and the 10 3/4% Senior Subordinated Notes offering were
used to repay all of our indebtedness and obligations under our previously
existing credit facilities which were scheduled to mature in June 2002 and our
11 5/8% Senior Subordinated Notes, and to redeem our 12% redeemable preferred
stock, as well as to pay premiums, fees and expenses in connection with the
refinancing. In the third quarter of 2001, we will recognize an extraordinary
loss totaling approximately $10.0 million resulting primarily from the write-off
of unamortized debt costs related to the refinanced indebtedness and the $4.6
million redemption premium associated with the repayment of the 11 5/8% Senior
Subordinated Notes.
The $360 million bank credit facility consists of a $25 million revolving
credit facility of which $2.0 million is currently drawn, maturing June 2006, a
$50 million delayed draw Term A facility, maturing December 2005 and a $285
million fully drawn Term B facility, maturing June 2006. The revolving credit
facility is available for general corporate purposes and the Term A facility is
available to fund capital expenditures. The interest rate under the bank
facility is LIBOR plus 3.0%. The 10 3/4% Senior Subordinated Notes are due in
2008 and interest on the notes is payable on January 15 and July 15 of each
year, beginning on January 15, 2002.
Our primary capital requirements are to fund capital expenditures for our
television properties, syndicated programming rights payments, cable carriage,
promotion payments, debt service payments and working capital. Our primary
sources of liquidity are our net working capital and availability under the
delayed draw term and revolving portions of our new senior credit facility.
As of June 30, 2001, we had $74.8 million in cash and short-term investments
and working capital of approximately $47.4 million. During the six months ended
June 30, 2001, our working capital decreased $26.9 million primarily due to the
use of $12.9 million to complete the acquisition of television stations, $23.7
million to pay interest due under certain of our debt instruments and $3.5
million to pay preferred stock dividends, offset by proceeds from the sale of
television stations of $15.1 million.
We intend to use the $50 million Term A portion of the new senior credit
facility to fund the majority of our capital expenditures through the end of
2002. The terms of the new senior credit facility and the indenture governing
the senior subordinated notes contain covenants limiting our ability to incur
additional indebtedness except for specified indebtedness related to the funding
of capital expenditures and refinancing indebtedness.
In June 2001, we completed the sale of our Phoenix/Flagstaff and St. Louis
television stations and received approximately $15.1 million in cash proceeds.
In August 2001, we completed the sale of our three Puerto Rico television
stations and received $11.0 million in cash proceeds. Additionally, we have
entered or intend to enter into agreements to sell other specified assets and
anticipate the proceeds from these transactions to be approximately $75 million
to $85 million. These assets include our television stations serving markets in
Honolulu and Boston/Merrimack, certain low-powered television stations, accounts
receivable and certain tower assets. We expect to receive the proceeds related
to these remaining asset sales during 2001 and 2002. We believe that cash
provided by future operations, net working capital, available funding under the
Term A and revolving portions of the new senior credit facility and the proceeds
from the planned sales of assets will provide the liquidity necessary to meet
our obligations and financial commitments for at least the next twelve months.
If we are unable to sell the identified assets on acceptable terms or our
financial results are not as anticipated, we may be required to seek to sell
additional assets or raise additional funds through the offering of equity
securities in order to generate sufficient cash to meet our liquidity needs. We
cannot assure you that we would be successful in selling assets or raising
additional funds if this were to occur.
Cash used in operating activities was approximately $34.8 million and $26.9
million for the six months ended June 31, 2001 and 2000, respectively. These
amounts primarily reflect the operating costs incurred in connection with the
operation of PAX TV and the related cable distribution rights and programming
rights payments and interest payments under our debt facilities.
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Cash provided by (used in) investing activities was approximately $3.7
million and ($19.9) million for the six months ended June 30, 2001 and 2000,
respectively. These amounts include acquisitions of broadcast properties,
capital expenditures, short term investment transactions, proceeds from the sale
of television stations and other transactions. As of June 30, 2001, we had
agreements to purchase significant assets of, or to enter into time brokerage
and financing arrangements with respect to broadcast properties totaling
approximately $44.1 million, net of deposits and advances. We anticipate we will
spend approximately $2 million in the remainder of 2001 to satisfy certain of
these commitments.
Capital expenditures were approximately $13.7 million and $8.9 million for
the six months ended June 30, 2001 and 2000, respectively. The FCC has mandated
that each licensee of a full power broadcast TV station, which was allotted a
second digital television channel in addition to the current analog channel,
complete the build-out of its digital broadcast service by May 2002. Despite the
current uncertainty that exists in the broadcasting industry with respect to
standards for digital broadcast services, planned formats and usage, it is our
intention to comply with the FCC's timing requirements for the broadcast of
digital television. We have already commenced migration to digital broadcasting
in certain of our markets and will continue to do so throughout the required
time period. Due to uncertainty with respect to standards, formats and usage,
however, we cannot currently predict with reasonable certainty the amount we
will likely have to spend in aggregate to complete the digital conversion of our
stations, but do anticipate spending at least $70 million. It is likely that the
capital necessary to complete the digital conversion will come from our $50
million Term A facility, cash on hand as well as proceeds from the monetization
of certain non-core assets or other financing arrangements.
Cash provided by financing activities was $7.8 million and $64,000 during
the six months ended June 30, 2001 and 2000, respectively. These amounts include
the proceeds from long-term debt borrowings to fund capital expenditures and the
exercise of common stock options, net of repayments of long-term debt and
payments of preferred stock dividends.
As of June 30, 2001, our programming contracts require collective payments
of approximately $192.7 million as follows (in thousands):
Obligation for Program Rights
Program Rights Commitments Total
-------------- -------------- -----------
2001 (July--December)................................ $ 50,156 $ 27,029 $ 77,185
2002................................................. 55,343 15,974 71,317
2003................................................. 18,273 8,692 26,965
2004................................................. 6,106 6,650 12,756
2005................................................. -- 4,433 4,433
----------- ---------- -----------
$ 129,878 $ 62,778 $ 192,656
=========== ========== ===========
We are also committed to purchase at similar terms additional future series
episodes of our licensed programs should they be made available.
As of June 30, 2001, obligations for cable distribution rights require
collective payments by us of approximately $14.9 million as follows
(in thousands):
2001 (July--December)............................... $ 12,967
2002................................................ 2,623
2003................................................ 260
2004................................................ 108
---------
$ 15,958
Less: Amount representing interest.................. (1,081)
---------
Present value of cable rights payable............... $ 14,877
=========
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141"),
and No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141
addresses financial accounting and reporting for business combinations and
requires all business
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combinations to be accounted for using the purchase method of accounting. SFAS
141 is effective for all business combinations initiated after June 30, 2001. We
do not believe adoption of SFAS 141 will have a material impact on our financial
position, results of operations or cash flows.
SFAS 142 addresses financial accounting and reporting for acquired goodwill
and other intangible assets. Under SFAS 142, goodwill and intangible assets that
have indefinite lives will not be amortized but rather will be tested at least
annually for impairment. Intangible assets that have finite useful lives will
continue to be amortized over their useful lives. SFAS 142 is effective for
fiscal years beginning after December 15, 2001. Impairment losses for goodwill
and other indefinite-lived intangible assets that arise due to the initial
application of SFAS 142 are to be reported as resulting from a change in
accounting principle. We will adopt SFAS 142 on January 1, 2002. We are
currently assessing the impact of adopting SFAS 142 and have not yet determined
whether we will recognize an impairment loss, if any, resulting from adoption.
However, upon adoption of SFAS 142, we will no longer amortize goodwill and FCC
license intangibles (which we believe have indefinite lives) which totaled
approximately $869.4 million, net of accumulated amortization of $121.8 million
at June 30, 2001. Under existing accounting standards, these assets are being
amortized over 25 years. Amortization expense related to goodwill and FCC
licenses totaled approximately $19.7 million and $17.8 million for the six
months ended June 30, 2001 and 2000, respectively.
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PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At our Annual Meeting of Stockholders on May 1, 2001, the stockholders
reelected three Class I directors, approved a proposal to increase the total
number of shares of Class A Common Stock subject to awards under the Company's
1998 Stock Incentive Plan from 7,200,000 to 9,803,292 shares, and ratified the
appointment of PricewaterhouseCoopers LLP as our public accountants for 2001.
The number of votes cast for, cast against and withheld with respect to each
of the matters voted upon at the meeting are set forth below.
Election of Class I Directors for a term of three years:
Director For Withheld
---------- ----------- ---------
Lowell W. Paxson 135,792,157 3,635,744
Jeffrey Sagansky 135,809,262 3,618,639
William E. Simon, Jr. 136,810,555 2,617,346
The terms of the Company's Class II directors (Bruce L. Burnham, James L.
Greenwald and John E. Oxendine) expire upon the election and qualification of
directors at the Annual Meeting of Stockholders to be held in 2002, and the
terms of the Company's Class III directors (R. Brandon Burgess, Keith G. Turner
and Royce E. Wilson) expire upon the election and qualification of directors at
the Annual Meeting of Stockholders to be held in 2003.
For Against Abstentions
--- -------- -----------
1998 Stock Incentive Plan 126,915,813 11,822,015 61,022
Appointment of Accountants 139,325,845 59,393 42,663
There were 629,051 broker non-votes with respect to matters submitted for a vote
at the meeting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) List of Exhibits:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
3.1.1 Certificate of Incorporation of the Company (1)
3.1.2 Certificate of Designation of the Company's Junior Cumulative
Compounding Redeemable Preferred Stock (1)
3.1.4 Certificate of Designation of the Company's 12 1/2% Cumulative
Exchangeable Preferred Stock (2)
3.1.6 Certificate of Designation of the Company's 9 3/4% Series A Convertible
Preferred Stock (3)
3.1.7 Certificate of Designation of the Company's 13 1/4% Cumulative Junior
Exchangeable Preferred Stock (3)
3.1.8 Certificate of Designation of the Company's 8% Series B Convertible
Exchangeable Preferred Stock (4)
3.2 Bylaws of the Company (5)
4.6 Indenture dated as of July 12, 2001 among the Company, the Subsidiary
Guarantors party thereto, and The Bank of New York, as Trustee, with
respect to the Company's 10-3/4% Senior Subordinated Notes due 2008
4.7 Credit Agreement dated as of July 12, 2001 among the Company, the
Lenders party thereto, Citicorp USA, Inc., as Administrative Agent for
the Lenders and as Collateral Agent for the Secured Parties, Union Bank
of California, N.A., as Syndication Agent for the Lenders, and CIBC
Inc. and General Electric Capital Corporation, as Co-Documentation
Agents for the Lenders
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19
10.217 Indenture dated as of July 12, 2001, among the Company, the Subsidiary
Guarantors party thereto, and The Bank of New York, as Trustee, with
respect to the Company's 10-3/4% Senior Subordinated Notes due 2008
(incorporated by reference to Exhibit 4.6)
-------------
(1) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, and incorporated herein by reference.
(2) Filed with the Company's Registration Statement on Form S-3, as
amended, filed August 15, 1996, Registration No. 333-10267, and
incorporated herein by reference.
(3) Filed with the Company's Registration Statement on Form S-4, as
amended, filed July 23, 1998, Registration No. 333-59641, and
incorporated herein by reference.
(4) Filed with the Company's Form 8-K dated September 15, 1999, and
incorporated herein by reference.
(5) Filed with the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2001, and incorporated herein by
reference.
(b) Reports on Form 8-K.
None.
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PAXSON COMMUNICATIONS CORPORATION
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.
PAXSON COMMUNICATIONS CORPORATION
Date: August 14, 2001 By: /s/ Ronald L. Rubin
-----------------------------
Ronald L. Rubin
Vice President
Chief Accounting Officer and
Corporate Controller
(Principal Accounting Officer)
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