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 March 31, 1996
Commission file number 1-9553
VIACOM INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2949533
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
1515 Broadway, New York, New York 10036
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (212) 258-6000
---------------------------
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 _____.
Number of shares of Common Stock Outstanding at April 30, 1996:
Class A Common Stock, par value $.01 per share - 75,269,618
Class B Common Stock, par value $.01 per share - 296,270,685
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
VIACOM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(Unaudited; all amounts, except per share amounts, are in millions)
THREE MONTHS ENDED MARCH 31,
----------------------------
1996 1995
------------- ----------
Revenues................................................. $2,798.1 $ 2,695.6
Expenses:
Operating............................................. 1,728.2 1,701.8
Selling, general and administrative................... 576.4 478.0
Depreciation and amortization......................... 220.0 180.7
-------- ---------
Total expenses................................... 2,524.6 2,360.5
-------- ---------
Operating income......................................... 273.5 335.1
Other income (expense):
Interest expense, net................................. (205.0) (196.8)
Other items, net...................................... (.5) 27.5
--------- ---------
Earnings from continuing operations before income taxes.. 68.0 165.8
Provision for income taxes............................ (42.6) (98.9)
Equity in earnings of affiliated companies, net of tax 1.2 .8
Minority interest..................................... 1.2 (4.1)
-------- ---------
Net earnings from continuing operations.................. 27.8 63.6
Earnings from discontinued operations, net of tax
(Note 3).............................................. -- 7.6
-------- ---------
Net earnings............................................. 27.8 71.2
Cumulative convertible preferred stock dividend
requirement .......................................... (15.0) (15.0)
----------- ----------
Net earnings attributable to common stock................ $ 12.8 $ 56.2
======== =========
Weighted average number of common shares and common share
equivalents:
Primary............................................... 374.7 384.9
Fully diluted......................................... 375.0 385.3
Primary and fully diluted earnings per common share:
Net earnings from continuing operations............... $ .03 $ .13
Net earnings.......................................... $ .03 $ .15
See notes to consolidated financial statements.
2
VIACOM INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
(Unaudited; all amounts, except per share amounts, are in millions)
MARCH 31, DECEMBER 31,
1996 1995
------------- ------------
ASSETS
Current Assets:
Cash and cash equivalents.............................. $ 350.8 $ 464.1
Receivables, less allowances of $130.0 (1996) and
$126.0 (1995) ......................................... 1,889.9 1,872.4
Inventory (Note 4)..................................... 2,104.3 2,178.1
Other current assets................................... 766.9 684.4
--------- --------
Total current asset................................. 5,111.9 5,199.0
------------ --------
Property and equipment, at cost............................ 4,166.5 3,974.7
Less accumulated depreciation.......................... 867.7 756.8
--------- --------
Net property and equipment.......................... 3,298.8 3,217.9
--------- --------
Inventory (Note 4)......................................... 2,415.0 2,271.5
Intangibles, at amortized cost............................. 16,074.8 16,153.2
Other assets............................................... 2,293.2 2,184.4
--------- --------
$29,193.7 $29,026.0
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable....................................... $ 519.6 $ 788.8
Accrued compensation................................... 313.1 449.4
Participants' share, residuals and royalties payable... 747.9 798.2
Current portion of long-term debt...................... 50.0 45.1
Other current liabilities.............................. 1,856.0 2,017.1
--------- --------
Total current liabilities........................... 3,486.6 4,098.6
--------- --------
Long-term debt............................................ 11,399.5 10,712.1
Other liabilities......................................... 2,144.3 2,121.5
Commitments and contingencies (Note 6)
Shareholders' Equity:
Preferred Stock, par value $.01 per share; 200.0 shares
authorized; 24.0 shares issued and outstanding...... 1,200.0 1,200.0
Class A Common Stock, par value $.01 per share;
200.0 shares authorized; 75.3 (1996) and 75.1 (1995)
shares issued and outstanding....................... 0.8 0.8
Class B Common Stock, par value $.01 per share;
1,000.0 shares authorized; 296.2 (1996) and 294.6
(1995) shares issued and outstanding................ 2.9 2.9
Additional paid-in capital............................. 10,786.1 10,726.9
Retained earnings...................................... 185.9 173.1
Cumulative translation adjustment...................... (12.4) (9.9)
---------- ---------
Total shareholders' equity.......................... 12,163.3 12,093.8
--------- ---------
$29,193.7 $29,026.0
========= =========
See notes to consolidated financial statements.
3
VIACOM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; all amounts are in millions)
THREE MONTHS ENDED MARCH 31,
----------------------------
1996 1995
---- ----
NET CASH FROM OPERATING ACTIVITIES:
Net earnings................................................. $ 27.8 $ 71.2
Adjustments to reconcile net earnings to net cash flow from
operating activities:
Depreciation and amortization.............................. 220.0 180.7
Distribution from affiliated companies .................... 12.7 27.4
Gain on the sale of an investment (Note 7)................. -- (26.9)
Change in operating assets and liabilities:
(Increase) decrease in receivables...................... (16.3) 52.1
(Increase) decrease in inventory and related programming
liabilities, net..................................... (160.9) 93.6
Increase in pre-publication costs, net.................. (19.3) (26.6)
Increase in prepaid expenses and other current assets... (76.7) (107.3)
Increase in unbilled receivables........................ (55.8) (142.6)
Decrease in accounts payable and accrued expenses....... (515.7) (531.5)
Increase in income taxes payable and deferred
income taxes, net.................................... 9.8 54.3
Decrease in deferred income ............................ (29.9) (10.6)
Other, net.............................................. 63.7 (57.2)
------- -------
NET CASH FLOW FROM OPERATING ACTIVITIES........................ (540.6) (423.4)
------- -------
INVESTING ACTIVITIES:
Capital expenditures........................................ (148.0) (163.4)
Acquisitions, net of cash acquired.......................... (52.0) (197.2)
Proceeds from dispositions....... .......................... -- 1,127.1
Investments in and advances to affiliated companies......... (47.6) (20.5)
Proceeds from sales of short-term investments............... 31.7 140.6
Purchases of short-term investments......................... (37.4) (144.3)
Other, net ................................................. (9.1) (.5)
------- -------
NET CASH FLOW FROM INVESTING ACTIVITIES........................ (262.4) 741.8
------- -------
FINANCING ACTIVITIES:
Short-term borrowings from (repayments to) banks, net....... 707.5 (361.3)
Proceeds from exercise of stock options and warrants........ 57.3 44.6
Repayments of other notes................................... (50.8) --
Payments of Preferred Stock dividends....................... (15.0) (15.0)
Other, net.................................................. (9.3) (2.7)
------- -------
NET CASH FLOW FROM FINANCING ACTIVITIES........................ 689.7 (334.4)
------- -------
Net decrease in cash and cash equivalents................... (113.3) (16.0)
Cash and cash equivalents at beginning of the period........ 464.1 597.7
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $350.8 $581.7
------- -------
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash payments for interest, net of amounts capitalized...... $236.5 $332.3
Cash payments for income taxes.............................. 23.1 17.4
NON CASH INVESTING AND FINANCING:
Property and equipment acquired under capitalized
leases..................................................... 44.9 --
See notes to consolidated financial statements.
4
VIACOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(TABULAR DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
1) BASIS OF PRESENTATION
Viacom Inc. (the "Company") is a diversified entertainment and publishing
company with operations in five segments: (i) Networks and Broadcasting, (ii)
Entertainment, (iii) Video and Music/Theme Parks, (iv) Publishing and (v)
Cable Television.
The accompanying unaudited consolidated financial statements of the Company have
been prepared pursuant to the rules of the Securities and Exchange Commission.
These financial statements should be read in conjunction with the more detailed
financial statements and notes thereto included in the Company's most recent
annual report on Form 10-K.
The financial statements reflect, in the opinion of management, all normal
recurring adjustments necessary for a fair statement of the financial position
and results of operations of the Company. Certain previously reported amounts
have been reclassified to conform with the current presentation.
Net earnings per common share -- Primary net earnings per common share is
calculated based on the weighted average number of common shares outstanding
during each period, the effects of common shares potentially issuable in
connection with stock options and warrants, and variable common rights and
contingent value rights in 1995. For each of the periods presented, the effect
of the assumed conversion of the Preferred Stock is antidilutive and,
therefore, is not reflected in fully diluted net earnings per common share.
2) POTENTIAL TRANSACTION
During July 1995, the Company entered into an agreement to split-off its cable
systems to its shareholders through a dutch-auction exchange offer. The exchange
offer will allow shareholders to exchange shares of Viacom Inc. Class A or Class
B Common Stock for shares of cumulative, redeemable exchangeable preferred stock
of a subsidiary of Viacom that holds its cable systems. Prior to the
consummation of the exchange offer, such subsidiary will enter into a $1.7
billion credit agreement, the proceeds of which will be transferred to another
subsidiary of Viacom. The Company also entered into a definitive agreement with
Tele-Communications, Inc. ("TCI") under which a subsidiary of TCI, through a
capital contribution of $350 million in cash, will purchase all of the common
shares of such subsidiary immediately following the split-off. National
Amusements, Inc. ("NAI"), which owns approximately 25% of Viacom Inc. Class A
and Class B Common Stock on a combined basis, will not participate in the
exchange offer. The exchange offer and related transactions remain subject to
several conditions, including regulatory approvals, the receipt of an IRS
ruling, a request for which is currently pending, and consummation of the
exchange offer.
5
VIACOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(TABULAR DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
3) DISPOSITION
On March 10, 1995, the Company sold Madison Square Garden Corporation, which
included the Madison Square Garden Arena, The Paramount theater, the New York
Knickerbockers, the New York Rangers and the Madison Square Garden Network
(collectively "MSG") to a joint venture of ITT Corporation and Cablevision
Systems Corporation for closing proceeds of $1.0 billion, representing the sale
price of $1.1 billion, less $66 million in working capital adjustments. MSG was
acquired during 1994 by the Company as part of Paramount Communications Inc.
with its book value recorded at fair value and therefore no gain was recorded on
its sale. Proceeds from the sale of MSG and other dispositions were used to
repay notes payable to banks.
MSG was accounted for as a discontinued operation and, accordingly, its
operating results have been separately disclosed in the consolidated financial
statements. Summarized results of operations for MSG for the period January 1
through March 9, 1995, are as follows:
Revenues................................ $ 91.5
Earnings from operations before income taxes 12.7
Provision for income taxes.............. 5.1
Net earnings............................ 7.6
Net earnings per common share........... .02
6
VIACOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(TABULAR DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
4) INVENTORIES
MARCH 31, 1996 DECEMBER 31, 1995
-------------- -----------------
Prerecorded music and videocassettes ....... $ 483.8 $ 474.8
Videocassette rental inventory.............. 539.4 520.3
Publishing:
Finished goods.......................... 330.5 303.6
Work in process......................... 39.2 44.9
Material and supplies................... 23.3 30.2
Other....................................... 102.8 87.9
--------- --------
1,461.7
1,519.0
Less current portion.................... 929.0 903.1
--------- --------
$ 590.0 $ 558.6
========= ========
Theatrical and television inventory:
Theatrical and television productions:
Released............................ $ 1,586.6 $1,612.1
Completed, not released............. 22.2 52.5
In process and other................ 390.7 357.0
Program rights.......................... 1,000.8 966.3
--------- --------
3,000.3 2,987.9
Less current portion.................... 1,175.3 1,275.0
--------- --------
$ 1,825.0 $1,712.9
========= ========
Total non-current inventory................. $ 2,415.0 $2,271.5
========= ========
5) LONG-TERM DEBT
The Company's scheduled maturities of notes payable to banks and debentures
through December 31, 2000, assuming full utilization of the credit agreements
are $1.5 billion (1996), $251 million (1997), $1.0 billion (1998), $1.5 billion
(1999) and $1.3 billion (2000). The Company has classified certain short-term
indebtedness as long-term debt based upon its intent and ability to refinance
such indebtedness on a long-term basis.
6) COMMITMENTS AND CONTINGENCIES
The commitments of the Company for program license fees which are not reflected
in the balance sheet as of March 31, 1996 estimated to aggregate approximately
$2.3 billion, principally reflect commitments under Showtime Networks Inc.'s
("SNI's") exclusive arrangements with several motion picture companies. This
estimate is based upon a number of factors. A majority of such fees are payable
over several years, as part of normal programming expenditures of SNI. These
commitments are contingent upon delivery of motion pictures, which are not yet
available for premium television exhibition and, in many cases, have not yet
been produced.
7
VIACOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(TABULAR DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
7) OTHER ITEMS, NET
For 1995, "Other items, net" primarily reflects a gain of $26.9 million on the
sale of marketable securities.
8) PROVISION FOR INCOME TAXES
The provision for income taxes represents federal, state and foreign income
taxes on earnings before income taxes. The annual effective tax rates of 63% for
1996 and 61% for 1995 were both adversely affected by amortization of
intangibles in excess of the amounts deductible for tax purposes.
8
VIACOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(TABULAR DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
9) CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
Viacom International is a wholly owned subsidiary of the Company. The Company
has fully and unconditionally guaranteed Viacom International debt securities.
The Company has determined that separate financial statements and other
disclosures concerning Viacom International are not material to investors. The
following condensed consolidating financial statements present the results of
operations, financial position and cash flows of Viacom Inc., Viacom
International (carrying investments in non-guarantor affiliates under the equity
method), and non-guarantor affiliates of Viacom Inc., and the eliminations
necessary to arrive at the information for the Company on a consolidated basis.
THREE MONTHS ENDED MARCH 31, 1996
----------------------------------------------------------
NON- THE
VIACOM VIACOM GUARANTOR COMPANY
INC. INTERNATIONAL AFFILIATES ELIMINATIONS CONSOLIDATED
---- ------------ ---------- ------------ ------------
Revenues......................... $ 1,007.3 $ 254.8 $ 1,540.3 $ (4.3) $ 2,798.1
Expenses:
Operating..................... 728.7 89.0 914.8 (4.3) 1,728.2
Selling, general and
administrative............... 88.2 119.2 369.0 -- 576.4
Depreciation and amortization 88.2 14.1 117.7 -- 220.0
-------- -------- -------- -------- ---------
Total expenses............. 905.1 222.3 1,401.5 (4.3) 2,524.6
-------- -------- --------- -------- ---------
Operating income................. 102.2 32.5 138.8 -- 273.5
Other income (expense):
Interest expense, net......... (167.4) (30.5) (7.1) -- (205.0)
Other items, net.............. -- (.1) (.4) -- (.5)
-------- --------- -------- -------- ---------
Earnings (loss) from continuing
operations before income taxes... (65.2) 1.9 131.3 -- 68.0
Provision for income taxes.... (9.1) (2.2) (31.3) -- (42.6)
Equity in earnings of affiliated
companies, net of tax........ 101.0 102.3 6.2 (208.3) 1.2
Minority interest............. 1.1 (.4) .5 -- 1.2
-------- -------- -------- -------- ---------
Net earnings from continuing
operations.................... 27.8 101.6 106.7 (208.3) 27.8
Cumulative convertible preferred
stock dividend requirement... (15.0) -- -- -- (15.0)
--------- -------- -------- -------- ---------
Net earnings attributable to
common stock ................ $ 12.8 $ 101.6 $ 106.7 $(208.3) $ 12.8
======== ======== ======== ======== =========
9
VIACOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(TABULAR DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED MARCH 31, 1995
---------------------------------------------------------
NON- THE
VIACOM VIACOM GUARANTOR COMPANY
INC. INTERNATIONAL AFFILIATES ELIMINATION CONSOLIDATED
---- ------------- ---------- ----------- ------------
Revenues......................... $888.5 $196.3 $1,612.3 $ (1.5) $2,695.6
Expenses:
Operating..................... 583.4 63.9 1,056.0 (1.5) 1,701.8
Selling, general and 60.9 95.3 321.8 -- 478.0
administrative...................
Depreciation and amortization. 66.3 9.8 104.6 -- 180.7
------ ------ ------ --------- --------
Total expenses............. 710.6 169.0 1,482.4 (1.5) 2,360.5
----- ------ ------- -------- ---------
Operating income................. 177.9 27.3 129.9 -- 335.1
Other income (expense):
Interest expense, net......... (167.9) (22.8) (6.1) -- (196.8)
Other items, net.............. .3 27.5 (0.3) -- 27.5
----- ------ ------- ------- --------
Earnings from continuing operations
before income taxes........... 10.3 32.0 123.5 -- 165.8
Provision for income taxes.... (9.8) (25.2) (63.9) -- (98.9)
Equity in earnings of affiliated
companies, net of tax........ 74.8 68.0 2.0 (144.0) .8
Minority interest............. (4.1) -- -- -- (4.1)
------- ----- ------ ------- --------
Net earnings from continuing
operations....................... 71.2 74.8 61.6 (144.0) 63.6
Earnings from discontinued
operations, net of tax ...... -- -- 7.6 -- 7.6
----- ----- ------ ------- --------
Net earnings..................... 71.2 74.8 69.2 (144.0) 71.2
Cumulative convertible preferred
stock dividend requirement... 15.0 -- -- -- 15.0
------ ----- ------ ------- --------
Net earnings attributable to common
stock........................ $ 56.2 $ 74.8 $ 69.2 $(144.0) $ 56.2
====== ====== ======= ======== ========
10
VIACOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(TABULAR DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
MARCH 31, 1996
---------------------------------------------------------------
NON- THE
VIACOM VIACOM GUARANTOR COMPANY
INC. INTERNATIONAL AFFILIATES ELIMINATION CONSOLIDATED
---- ------------- ---------------------- ------------
ASSETS
Current Assets:
Cash and cash equivalents. $ 150.2 $ 168.1 $ 32.5 $ -- $ 350.8
Receivables, net.......... 251.6 241.7 1,416.4 (19.8) 1,889.9
Inventory................. 688.7 99.8 1,315.8 -- 2,104.3
Other current assets...... 48.2 108.8 609.9 -- 766.9
--------- ---------- ----------- ------------ ----------
Total current assets.... 1,138.7 618.4 3,374.6 (19.8) 5,111.9
--------- ---------- ----------- ------------ ----------
Property and equipment........ 1,217.9 320.3 2,628.3 -- 4,166.5
Less accumulated depreciation. 179.7 78.6 609.4 -- 867.7
--------- ---------- ----------- ------------ ----------
Net property and equipment.... 1,038.2 241.7 2,018.9 -- 3,298.8
--------- ---------- ----------- ------------ ----------
Inventory..................... 763.1 200.1 1,451.8 -- 2,415.0
Intangibles, at amortized cost. 7,090.1 552.7 8,432.0 -- 16,074.8
Investments in consolidated
subsidiaries.................. 2,575.6 11,474.5 -- (14,050.1) --
Other assets.................. 230.0 373.6 2,056.1 (366.5) 2,293.2
--------- ---------- ----------- ------------ ----------
$ 12,835.7 $ 13,461.0 $ 17,333.4 $(14,436.4) $ 29,193.7
========== ========== =========== ============ ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable........... $ 155.4 $ 34.8 $ 333.8 $ (4.4) $ 519.6
Accrued compensation....... 50.5 97.2 165.4 -- 313.1
Participants' share,
residuals and royalties
payable.................... 117.6 -- 630.3 -- 747.9
Current portion of
long-term debt............. 27.5 1.5 21.0 -- 50.0
Other current liabilities.. 510.5 376.7 984.7 (15.9) 1,856.0
--------- ---------- ----------- ------------ ----------
Total current liabilities 861.5 510.2 2,135.2 (20.3) 3,486.6
--------- ---------- ----------- ------------ ----------
Long-term debt................ 9,391.6 1,603.3 585.0 (180.4) 11,399.5
Other liabilities............. (12,099.2) 738.9 12,212.7 1,291.9 2,144.3
Shareholders' equity:
Preferred Stock............ 1,200.0 -- -- -- 1,200.0
Common Stock............... 3.7 203.0 722.4 (925.4) 3.7
Additional paid-in capital. 10,786.1 8,574.1 1,052.9 (9,627.0) 10,786.1
Retained earnings.......... 2,711.1 1,808.0 642.0 (4,975.2) 185.9
Cumulative translation
adjustment................. (19.1) 23.5 (16.8) -- (12.4)
---------- ---------- ------------ ------------ ----------
Total shareholders'
equity 14,681.8 10,608.6 2,400.5 (15,527.6) 12,163.3
---------- ---------- ----------- ------------ ------------
$12,835.7 $ 13,461.0 $ 17,333.4 $(14,436.4) $ 29,193.7
========== ========== =========== ============ ============
11
VIACOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(TABULAR DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
DECEMBER 31, 1995
------------------------------------------------------------
NON- THE
VIACOM VIACOM GUARANTOR COMPANY
INC. INTERNATIONAL AFFILIATES ELIMINATION CONSOLIDATED
---- ------------- ---------- ----------- ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 176.2 $ 223.3 $ 64.6 $ -- $ 464.1
Receivables, net......... 259.4 267.7 1,366.8 (21.5) 1,872.4
Inventory................ 736.5 102.3 1,339.3 -- 2,178.1
Other current assets..... 44.6 103.3 544.1 (7.6) 684.4
-------- -------- ---------- ------- --------
Total current assets... 1,216.7 696.6 3,314.8 (29.1) 5,199.0
-------- -------- ---------- ------- --------
Property and equipment....... 1,132.9 280.2 2,561.6 -- 3,974.7
Less accumulated
depreciation............. 141.5 55.9 559.4 -- 756.8
-------- -------- ---------- ----- ---------
Net property and
equipment.............. 991.4 224.3 2,002.2 -- 3,217.9
-------- -------- ---------- ----- ---------
Inventory.................... 682.0 182.2 1,407.3 -- 2,271.5
Intangibles, at amortized
cost....................... 7,118.3 557.5 8,477.4 -- 16,153.2
Investments in consolidated
subsidiaries................. 1,943.5 11,295.9 -- (13,239.4) --
Other assets................. 237.3 314.6 1,982.8 (350.3) 2,184.4
-------- -------- ---------- ---------- ---------
$12,189.2 $13,271.1 $17,184.5 $(13,618.8) $29,026.0
========= ========= ========== =========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable.......... $ 339.4 $ 44.2 $ 411.7 $ (6.5) $ 788.8
Accrued compensation...... 47.5 145.7 256.2 -- 449.4
Participants share,
residuals and royalties
payable................ 87.3 -- 710.9 -- 798.2
Current portion of
long-term debt........... 25.2 1.5 18.4 -- 45.1
Other current liabilities. 563.7 381.6 1,100.3 (28.5) 2,017.1
-------- -------- ---------- -------- --------
Total current liabilities. 1,063.1 573.0 2,497.5 (35.0) 4,098.6
-------- -------- --------- -------- --------
Long-term debt............... 8,705.1 1,595.2 592.2 (180.4) 10,712.1
Other liabilities............ (10,468.5) 1,152.1 11,799.7 (361.8) 2,121.5
Shareholders' equity:
Preferred Stock........... 1,200.0 -- -- 1,200.0
Common Stock.............. 3.7 212.0 722.4 (934.4) 3.7
Additional paid-in capital 10,726.9 8,544.4 1,052.7 (9,597.1) 10,726.9
Retained earnings......... 976.8 1,171.1 535.3 (2,510.1) 173.1
Cumulative translation
adjustment.............. (17.9) 23.3 (15.3) -- (9.9)
--------- --------- ---------- --------- --------
Total shareholders'
equity 12,889.5 9,950.8 2,295.1 (13,041.6) 12,093.8
--------- --------- ---------- ----------- ---------
$12,189.2 $13,271.1 $ 17,184.5 $ (13,618.8) $29,026.0
========= ========= ========== ============ =========
12
VIACOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(TABULAR DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED MARCH 31, 1996
------------------------------------------------------
NON- THE
VIACOM VIACOM GUARANTOR COMPANY
INC. INTERNATIONAL AFFILIATES ELIMINATION CONSOLIDATED
NET CASH FLOW FROM OPERATING ACTIVITIES $(155.7) $ (55.8) $ (329.1) $ -- $ (540.6)
---------- --------- -------- ------- ---------
INVESTING ACTIVITIES:
Capital expenditures............. (76.6) (16.4) (55.0) -- (148.0)
Acquisitions, net of cash acquired (34.8) -- (17.2) -- (52.0)
Investments in and advances to
affiliated companies........... (14.4) (28.4) (4.8) -- (47.6)
Proceeds from sale of short-term
investments.................... -- 31.7 -- -- 31.7
Payments for purchase of short-term
investments.................... -- (37.4) -- -- (37.4)
Other, net....................... -- (9.1) -- -- (9.1)
---------- --------- -------- ------- ---------
NET CASH FLOW FROM INVESTING ACTIVITIES (125.8) (59.6) (77.0) -- (262.4)
---------- --------- -------- ------- ---------
FINANCING ACTIVITIES:
Short-term borrowings from banks, net 681.8 -- 25.7 -- 707.5
Proceeds from exercise of stock
options and warrants .......... 57.3 -- -- -- 57.3
Increase (decrease) in intercompany
payables ....................... (465.2) 72.6 392.6 -- --
Payment of Preferred Stock dividends (15.0) -- -- -- (15.0)
Repayment of other notes......... -- (12.0) (38.8) -- (50.8)
Other, net....................... (3.4) (.4) (5.5) -- (9.3)
---------- --------- -------- ------- -------
NET CASH FLOW FROM FINANCING ACTIVITIES 255.5 60.2 374.0 -- 689.7
---------- --------- -------- ------- -------
Net decrease in cash and cash
equivalents.................... (26.0) (55.2) (32.1) -- (113.3)
Cash and cash equivalents at
beginning of period............ 176.2 223.3 64.6 -- 464.1
---------- --------- -------- ------- --------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD........................... $ 150.2 $ 168.1 $ 32.5 $ -- $ 350.8
========== ========= ======== ======= ========
13
VIACOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(TABULAR DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED MARCH 31, 1995
-----------------------------------------------------
NON- THE
VIACOM VIACOM GUARANTOR COMPANY
INC. INTERNATIONAL AFFILIATES ELIMINATION CONSOLIDATED
NET CASH FLOW FROM OPERATING ACTIVITIES $(519.9) $ 252.9 $165.8 $(322.2) $(423.4)
------- -------- -------- ------ -------
INVESTING ACTIVITIES:
Capital expenditures.......... (79.3) (21.5) (62.6) -- (163.4)
Acquisitions, net of cash acquired (51.7) -- (145.5) -- (197.2)
Proceeds from dispositions.... -- 1,036.1 91.0 -- 1,127.1
Investments in and advances to
affiliated companies......... -- (10.3) (10.2) -- (20.5)
Proceeds from sale of short-term
investments................. -- 140.6 -- -- 140.6
Payments for purchase of short-term
investments.................. -- (144.3) -- -- (144.3)
Other, net.................... -- (.4) (.1) -- (.5)
------- -------- -------- ------ -------
NET CASH FLOW FROM INVESTING ACTIVITIES (131.0) 1,000.2 (127.4) -- 741.8
------- -------- -------- ------ -------
FINANCING ACTIVITIES:
Short-term borrowings from
(repayments) to banks, net... (362.3) 1.0 -- -- (361.3)
Payment of Preferred Stock dividends (15.0) -- -- -- (15.0)
Increase (decrease) in intercompany
payables .................... 972.0 (918.1) (376.1) 322.2 --
Proceeds from exercise of stock
options and warrants......... 44.6 -- -- -- 44.6
Other, net.................... -- -- (2.7) -- (2.7)
------- -------- -------- ------ -------
NET CASH FLOW FROM FINANCING ACTIVITIES 639.3 (917.1) (378.8) 322.2 (334.4)
------- -------- -------- ------ -------
Net increase (decrease) in cash and
cash equivalents............. (11.6) 336.0 (340.4) (16.0)
Cash and cash equivalents at
beginning of period......... 135.6 63.4 398.7 -- 597.7
------- -------- -------- ------ -------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD ........................ $ 124.0 $ 399.4 $ 58.3 $ -- $ 581.7
======== ======== ======== ====== =======
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
Management's discussion and analysis of the combined results of operations and
financial condition should be read in conjunction with the Consolidated
Financial Statements and related Notes.
The following tables set forth revenues; operating income; and EBITDA by
business segment, for the three months ended March 31, 1996 and 1995. EBITDA
does not reflect the effect of significant amounts of amortization of goodwill
related to business combinations accounted for under the purchase method. While
many in the financial community consider EBITDA to be an important measure of
comparative operating performance, it should be considered in addition to, but
not as a substitute for or superior to operating income, net earnings, cash flow
and other measures of financial performance prepared in accordance with
generally accepted accounting principles.
THREE MONTHS ENDED PERCENT
MARCH 31, CHANGE
------------------ -------
1996 1995
---- ----
(In millions)
REVENUES:
Networks and Broadcasting........ $542.2 $457.2 19%
Entertainment.................... 920.0 1,071.6 (14)
Video and Music/Theme Parks...... 846.8 694.9 22
Publishing....................... 389.0 375.0 4
Cable Television................. 116.7 106.0 10
Intercompany..................... (16.6) (9.1) (82)
--------- -------
Total...................... $2,798.1 $2,695.6 4
======== ========
OPERATING INCOME (LOSS): (a)
Networks and Broadcasting........ $117.6 $100.5 17%
Entertainment.................... 128.4 155.1 (17)
Video and Music/Theme Parks...... 96.8 141.8 (32)
Publishing....................... (46.6) (46.4) --
Cable Television................. 23.8 22.3 7
Corporate........................ (46.5) (38.2) (22)
------ ------
Total...................... $ 273.5 $335.1 (18)
======= ======
EBITDA: (b)
Networks and Broadcasting........ $148.3 $125.6 18%
Entertainment.................... 163.4 189.8 (14)
Video and Music/Theme Parks...... 189.3 205.2 (8)
Publishing....................... (9.1) (10.3) 12
Cable Television................. 45.6 42.3 8
Corporate........................ (44.0) (36.8) (20)
------- -------
Total...................... $493.5 $515.8 (4)
====== ======
(a) Operating income is defined as net earnings before discontinued operations,
minority interest, equity in earnings (loss) of affiliated companies (net of
tax), provision for income taxes, other items (net), and interest expense.
(b) EBITDA is defined as operating income (loss) before interest, taxes,
depreciation and amortization.
15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
- ---------------------
Revenues increased 4% to $2.8 billion for the first quarter of 1996 from $2.7
billion for the first quarter of 1995. EBITDA decreased 4% to $493.5 million for
the first quarter of 1996 from $515.8 million for the first quarter of 1995.
Operating income decreased 18% to $273.5 million for the first quarter of 1996
from $335.1 million for the first quarter of 1995.
SEGMENT RESULTS OF OPERATIONS
- -----------------------------
NETWORKS AND BROADCASTING (Basic Cable and Premium Subscription Television
Program Services, Television and Radio Stations)
The Networks and Broadcasting segment is comprised of MTV Networks ("MTVN"),
basic cable television program services; Showtime Networks Inc. ("SNI"), premium
subscription television program services; television stations and radio
stations. Revenues increased 19% to $542.2 million for the first quarter of 1996
from $457.2 million for the first quarter of 1995. EBITDA increased 18% to
$148.3 million for the first quarter of 1996 from $125.6 million for the first
quarter of 1995. Operating income increased 17% to $117.6 million for the first
quarter of 1996 from $100.5 million for the first quarter of 1995. MTVN revenues
of $264.0 million, EBITDA of $93.5 million and operating income of $79.3 million
increased 28%, 20% and 19%, respectively. The increase in MTVN's revenues
principally reflects, at each of the networks, higher advertising revenues due
to rate increases and affiliate revenues due to rate and subscriber increases.
MTVN's EBITDA and operating income gains were driven by the increased revenues
partially offset by higher operating costs, primarily reflecting higher
production expenses and increased expenses associated with international
expansion. SNI's revenues, EBITDA, and operating income increased 9%, 41%, and
44%, respectively, principally due to an increase of 1.4 million subscribers,
reflecting the continued growth of direct broadcasting satellite subscribers,
partially offset by higher programming expenses. SNI served a total of 15.1
million subscribers at March 31, 1996. The television and radio stations
revenues increased 11%, EBITDA increased 15% and operating income increased 16%
primarily reflecting increased advertising revenues and the change in mix to
television stations in larger markets during the prior year.
ENTERTAINMENT (Motion Pictures and Television Programming, Movie Theaters,
and New Media and Interactive Services)
The Entertainment segment is principally comprised of Paramount Pictures,
Paramount Television, Spelling Entertainment Group Inc. ("Spelling") and the
former Viacom Entertainment. Revenues decreased 14% to $920.0 million for the
first quarter of 1996 from $1.1 billion for the first quarter of 1995. EBITDA
decreased 14% to $163.4 million for the first quarter of 1996 from $189.8
million for the first quarter of 1995. Operating income decreased 17% to $128.4
million for the first quarter of 1996 from $155.1 million for the first quarter
of 1995. During the first quarter of 1996, Viacom recognized $100.0 million of
EBITDA and operating income attributable to its strategic alliance with
KirchGroup, the German media group. The alliance includes a series of agreements
regarding the licensing to the KirchGroup of television rights to Paramount
television programs and films in German speaking territories as well as
carriage of certain Viacom cable networks on a new digital pay TV service
16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
in Germany. In addition, first quarter 1996 revenue contributions from Paramount
Picture's Sabrina, Black Sheep and Eye for an Eye did not match the stronger
foreign theatrical performance of Paramount Pictures' Forrest Gump in the first
quarter of 1995. The comparisons reflect, in 1995, $250.0 million of revenues
and $68.0 million of EBITDA and operating income resulting from the conforming
of accounting policies pertaining to the television programming libraries of
Viacom Entertainment, Spelling and Paramount.
The Company is currently exploring the sale of Spelling and the related purchase
of Spelling's interest in Virgin Interactive Entertainment Limited ("Virgin").
An independent committee of Spelling's Board of Directors has been formed to
negotiate the terms of the Virgin transaction.
VIDEO AND MUSIC/THEME PARKS (Home Video and Music Retailing/Theme Parks)
The Video and Music/Theme Parks segment is comprised principally of Blockbuster
Video and Music, and Paramount Parks. Revenues increased 22% to $846.8 million
for the first quarter of 1996 from $694.9 million for the first quarter of 1995.
EBITDA decreased 8% to $189.3 million for the first quarter of 1996 from $205.2
million for the first quarter of 1995. Operating income decreased 32% to $96.8
million for the first quarter of 1996 from $141.8 million for the first quarter
of 1995. The revenue increase reflects the increased number of Company-owned
video stores in operation in 1996 as compared to 1995 and an 8% increase in
worldwide same-store sales. In the first quarter of 1996, the Company opened 136
stores worldwide ending the quarter with 4,619 stores, which resulted in net
increases of 106 and 584 stores for the quarter and prior four quarters,
respectively, reflecting openings, acquisitions, and closings. The decreases in
EBITDA and operating income reflect difficult conditions in the music retailing
industry and increased rental tape amortization cost compared with lower than
normal amortization in 1995, partially offset by the revenue increase. Music
stores recorded revenues of $132.9 million, EBITDA of ($2.1) million and
operating loss of $7.9 million for the three months ended March 31, 1996 and
revenues of 130.7 million, EBITDA of $7.1 million and operating income of $3.3
million for the three months ended March 31, 1995. The Theme Parks, begin full
time operations during the second and third quarters and therefore, typically
record the majority of revenues, EBITDA and operating income during those
periods.
PUBLISHING (Education; Consumer; Business and Professional, Reference and
International Groups)
Publishing is comprised of Simon & Schuster which includes imprints such as
Simon & Schuster, Pocket Books, Prentice Hall and Macmillan Computer Publishing.
Publishing typically has seasonally stronger operating results in the second
half of the year. Revenues increased 4% to $389.0 million for the first quarter
of 1996 from $375.0 million for the first quarter of 1995. EBITDA improved 12%
to a loss of $9.1 million for the first quarter of 1996 from a loss of $10.3
million for the first quarter of 1995. Operating loss remained constant at $46.6
million for the first quarter of 1996 from a loss of $46.4 million for the first
quarter of 1995. The revenue increase primarily reflects new releases from the
Macmillan Computer Publishing group, and increased Higher Education frontlist
sales. The improved EBITDA is primarily the result of increased revenues and
lower operating expenses for the Higher Education group. Operating loss remained
constant reflecting the improved EBITDA offset by increased depreciation
expense.
17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
CABLE TELEVISION (Cable Television Distribution Systems)
Cable Television revenues increased 10% to $116.7 million for the first quarter
of 1996 from $106.0 million for the first quarter of 1995, primarily
attributable to increased primary and pay-per-view revenues. EBITDA increased 8%
to $45.6 million for the first quarter of 1996 from $42.3 million for the first
quarter of 1995. Operating income increased 7% to $23.8 million for the first
quarter of 1996 from $22.3 million for the first quarter of 1995. Primary
revenues increased 9%, reflecting a 3% increase in average primary customers and
a 6% increase in primary rates. Premium revenues increased 2%, reflecting a 5%
increase in average premium units, partially offset by a 3% decrease for the
average premium rates. Total revenues per primary customer per month increased
7% to $32.83 for the first quarter of 1996 from $30.77 for the first quarter of
1995. The increased EBITDA and operating income reflect the increased revenues,
partially offset by increased operating and general and administrative expenses.
On July 24, 1995, Viacom announced a multi-step transaction which, if completed,
would result in the split-off of its cable operations (see Note 2 of Notes to
Consolidated Financial Statements.)
OTHER INCOME AND EXPENSE INFORMATION
- ------------------------------------
Corporate expenses
Corporate expenses including depreciation expense increased 22% to $46.5 million
for the first quarter of 1996 from $38.2 million for the first quarter of 1995,
principally reflecting the impact of executive severance expense in 1996.
Interest expense, net
Net interest expense increased 4% to $205.0 million for the first quarter of
1996 from $196.8 million for the first quarter of 1995, primarily reflecting the
issuance, during 1995, of $1.6 billion of notes and debentures, partially offset
by decreased bank borrowings. The Company had approximately $11.4 billion and
$10.1 billion principal amount of debt outstanding (including current
maturities) as of March 31, 1996, and March 31, 1995, respectively, at weighted
average interest rates of 7.1% and 7.9%, respectively.
Other items, net
For 1995, "Other items, net" primarily reflects a gain of $26.9 million on the
sale of marketable securities.
Provision for income taxes
The provision for income taxes represents federal, state and foreign income
taxes on earnings before income taxes. The annual effective tax rates of 63% for
1996 and 61% for 1995 were both adversely affected by amortization of
intangibles in excess of amounts which are deductible for tax purposes.
Equity in earnings of affiliates
"Equity in earnings of affiliated companies, net of tax" of $1.2 million for the
first quarter of 1996 increased from $.8 million for the first quarter of 1995,
primarily reflecting improved operating
18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
results of USA Networks and United Cinemas International Multiplex B.V.,
partially offset by net losses from international start-up equity ventures.
Minority interest
Minority interest primarily represents the minority ownership of Spelling common
stock.
Discontinued operations
Discontinued operations reflects the results of operations of MSG, which was
sold March 10, 1995 (see Note 3 to Notes to Consolidated Financial Statements).
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company expects to fund its anticipated cash requirements (including the
anticipated cash requirements of its capital expenditures, joint ventures,
commitments and payments of principal, interest and dividends on its outstanding
indebtedness and preferred stock) with internally generated funds and from
various external sources, which may include the Company's existing credit
agreements and amendments thereto, co-financing arrangements by the Company's
various divisions, additional financings and the sale of non-strategic assets as
opportunities may arise.
The Company was in compliance with all debt covenants and had satisfied all
financial ratios and tests as of March 31, 1996 under the agreements and the
Company expects to be in compliance and satisfy all such covenant ratios as may
be applicable from time to time during 1996.
The Company's scheduled maturities of notes payable to banks and debentures
through December 31, 2000, assuming full utilization of the credit agreements
are $1.5 billion (1996), $251 million (1997), $1.0 billion (1998), $1.5 billion
(1999) and $1.3 billion (2000). The Company has classified certain short-term
indebtedness as long-term debt based upon its intent and ability to refinance
such indebtedness on a long-term basis.
The commitments of the Company for program license fees which are not reflected
in the balance sheet as of March 31, 1996, estimated to aggregate approximately
$2.3 billion, principally reflect commitments under SNI's exclusive arrangements
with several motion picture companies. This estimate is based upon a number of
factors. A majority of such fees are payable over several years, as part of
normal programming expenditures of SNI. These commitments are contingent upon
delivery of motion pictures, which are not yet available for premium television
exhibition and, in many cases, have not yet been produced.
19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Current assets decreased to $5.1 billion as of March 31, 1996 from $5.2 billion
as of December 31, 1995, primarily reflecting normal operating activity. The
allowance for doubtful accounts as a percentage of receivables was 6% as of
March 31, 1996 and December 31, 1995. Property and equipment increased
reflecting capital expenditures of $148.0 million and capitalized leases of
$44.9 million primarily related to capital additions for new and existing video
stores and additional construction and equipment upgrades for existing cable
franchises and theme parks. Current liabilities decreased 15% to $3.5 billion as
of March 31, 1996 from $4.1 billion as of December 31, 1995, reflecting the
payment for a seasonally high level of Blockbuster videocassette purchases made
in the prior quarter and payment of accrued compensation and other normal
operating activity. Long-term debt, including current maturities, increased 6%
to $11.4 billion as of March 31, 1996 from $10.8 billion as of December 31, 1995
reflecting the continued investment in and seasonality of the Company's
businesses.
The Company expects to record the majority of its operating cash flows during
the second half of the year due to the seasonality of the educational publishing
business, the typical timing of major motion picture releases, the summer
operation of its theme parks, the positive effect of the holiday season on
advertising revenues and video store revenues, and the impact of the beginning
of the broadcast television season on television production. Net cash flow from
operating activities was negative $540.6 million for the three months ended
March 31, 1996, versus negative $423.4 million for the three months ended March
31, 1995. Operating cash flows in both years reflect the payment for a
seasonally high level of Blockbuster videocassette purchases made in the prior
quarters. Net cash expenditures for investing activities of $262.4 million for
the three months ended March 31, 1996, principally reflects capital
expenditures, investments in international equity ventures and other
acquisitions. Net cash flows from investing activities of $741.8 million for the
three months ended March 31, 1995, principally reflects proceeds from the sale
of MSG, partially offset by capital expenditures and other acquisitions.
Financing activities principally reflect borrowings and repayments of debt under
the credit agreements during each period presented.
CAPITAL STRUCTURE
The following table sets forth the Company's long-term debt, net of current
portion as of March 31, 1996 and December 31, 1995:
MARCH 31, 1996 DECEMBER 31, 1995
-------------- -----------------
(In millions)
Notes payable to banks.............. $ 6,914.3 $ 6,206.9
Senior debt......................... 2,483.2 2,482.8
Senior subordinated debt............ 637.8 636.8
Subordinated debt................... 950.3 946.7
Obligations under capital leases.... 452.3 421.9
Other notes......................... 11.6 62.1
--------- ----------
11,449.5 10,757.2
Less current portion................ 50.0 45.1
--------- ----------
$11,399.5 $ 10,712.1
========= ==========
20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The notes and debentures are presented net of an aggregate unamortized discount
of $176.1 million as of March 31, 1996 and $181.9 million as of December 31,
1995.
Debt, including the current portion, as a percentage of total capitalization of
the Company was 48% at March 31, 1996 and 47% at December 31, 1995.
The Company enters into interest rate exchange agreements with off-balance sheet
risk in order to reduce its exposure to changes in interest rates on its
variable rate long-term debt. As of March 31, 1996, the Company and its
subsidiaries had obtained interest rate protection agreements with respect to
approximately $1.6 billion of indebtedness, which effectively change the
Company's interest rate on variable rate borrowings to fixed interest rates. The
maturities of the interest rate protection agreements are $1.0 billion during
April 1996 and $600 million during March 1997.
The Company filed a shelf registration statement with the Securities and
Exchange Commission registering debt securities, preferred stock and contingent
value rights of Viacom and guarantees of such debt securities by Viacom
International which may be issued for aggregate gross proceeds of $3.0 billion.
The registration statement was declared effective on May 10, 1995. The net
proceeds from the sale of the offered securities may be used by Viacom to repay,
redeem, repurchase or satisfy its obligations in respect of its outstanding
indebtedness or other securities; to make loans to its subsidiaries; for general
corporate purposes; or for such other purposes as may be specified in the
applicable Prospectus Supplement. To date, the Company issued $1.6 billion of
notes and debentures and has $1.4 billion remaining availability under the shelf
registration statement.
21
PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
10 Supplemental Agreement, dated as of January 17, 1996, between
Viacom Inc., Viacom International Inc. and Frank J. Biondi, Jr.
11 Statement re Computation of Net Earnings Per Share.
27 Financial Data Schedule.
(b) Reports on Form 8-K for Viacom Inc.
Current Report on Form 8-K of Viacom Inc. filed on January 17, 1996
relating to the announcement of certain changes in the executive officers
and Board of Directors.
22
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.
VIACOM INC.
------------------------------
(Registrant)
Date May 15, 1996 /s/ Sumner M. Redstone
------------------------- -------------------------------
Sumner M. Redstone
Chairman of the Board of Directors,
Chief Executive Officer
Date May 15, 1996 /s/ George S. Smith, Jr.
------------------------- -------------------------------
George S. Smith, Jr.
Senior Vice President,
Chief Financial Officer
23
Exhibit Index
10 Supplemental Agreement, dated as of January 17, 1996, between Viacom
Inc., Viacom International Inc. and Frank J. Biondi, Jr.
11 Statement re Computation of Net Earnings Per Share.
27 Financial Data Schedule.
EXHIBIT 10
SUPPLEMENTAL AGREEMENT
SUPPLEMENTAL AGREEMENT, effective as of January 17, 1996 (the
"Agreement"), between VIACOM INC., a Delaware corporation (the "Company"),
VIACOM INTERNATIONAL INC., a Delaware corporation ("Viacom"), and FRANK J.
BIONDI, JR. (the "Executive").
WHEREAS, the Company and the Executive have heretofore entered
into an employment agreement, dated as of August 1, 1994 (the "Employment
Agreement"), providing for the Executive to serve as President and Chief
Executive Officer of the Company and as President and Chief Executive Officer of
Viacom and Paramount Communications Inc., a Delaware corporation that was
subsequently merged into Viacom;
WHEREAS, the Company and the Executive have mutually agreed to
terminate the Executive's position as an officer and director with the Company
and Viacom and wish to set forth herein their understandings of their respective
rights and obligations under the Employment Agreement in connection with such
termination and to provide for the Executive's employment as an officer of VNM
Inc., a subsidiary of the Company ("VNM");
NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the adequacy of which is hereby acknowledged,
the parties, intending to be legally bound, hereby agree as follows (all
capitalized terms used in this Agreement without definition to have the meanings
ascribed thereto in the Employment Agreement):
1. Termination
(a) Termination as Employee, Officer and Director. The
Executive and the Company acknowledge the termination of the Executive's
position as President and Chief Executive Officer of each of the Company, Viacom
and Paramount, effective as of the close of business on January 17, 1996 (such
date being referred to herein as the "Termination Date"). The Executive and the
Company further acknowledge the termination of the Executive's position as an
employee of each subsidiary of the Company with which he held such a position as
of the Termination Date (other than VNM). The Company and the Executive hereby
acknowledge the Executive's resignation, effective as of the Termination Date,
as a member of the board of directors or similar governing body of the Company
and each of its affiliates in which he held such a position. At the request of
the Company, the Executive will execute such letters of resignation or other
documentation as the Company may reasonably request to evidence such
resignations.
(b) Termination Without Cause. The Company and the
Executive agree that the termination of the Executive's positions as described
in Section 1(a) above shall be treated as a termination without Cause for
purposes of the Employment Agreement.
2. Employment with VNM
(a) Position with VNM. Effective as of the Termination
Date, the Executive is hereby employed as an officer of VNM. In such capacity,
the Executive shall perform such duties, and provide such services to VNM, in an
executive capacity, as may reasonably be directed by the Chairman of the
Company. The Company acknowledges that the Executive's employment by VNM shall
not require his full-time services and shall not preclude the Executive from
accepting part-time or full-time employment with a third party, subject,
however, to the Executive's compliance with the covenants referred to in Section
7 below.
(b) Duration of Employment with VNM. The Company agrees to
maintain the Executive's employment with VNM until the first anniversary of the
Termination Date and during such period shall have the right to terminate the
Executive's employment only (i) for Cause (as defined in the Employment
Agreement) or (ii) if the Executive materially breaches any of the covenants
referred to in Section 7 below and fails to cure such breach to the reasonable
satisfaction of the Company within 10 business days after receipt of written
notice thereof to the Executive. Notwithstanding the preceding sentence, the
undertakings of the Company hereunder shall not preclude it from selling,
liquidating or otherwise disposing of VNM in its discretion, it being understood
that in any such case the Company will provide employment to the Executive as an
officer of another subsidiary of the Company on the same terms and conditions
provided for herein with respect to his employment with VNM. It is understood
and agreed that if the Executive resigns his employment with VNM (or such other
subsidiary), such resignation shall not prejudice any of the Executive's rights,
or release the Company from any of its obligations, under this Agreement, except
as otherwise provided in Section 4(b).
(c) Office and Secretary. The Company will provide the
Executive with an office and secretarial assistance through June 30, 1996.
3. Payments. The Company shall make the following payments
to the Executive:
(a) Accrued Salary, 1995 Bonus and Deferred Compensation.
The Company will pay all Salary accrued by the Executive through the Termination
Date in accordance with its normal payroll practices. Amounts of Deferred
Compensation (including any earnings thereon) attributable to the Contract Year
ended July 31, 1995 will be paid by January 31, 1997. The Executive has been
paid a Bonus of $3 million for 1995; such Bonus was determined by applying the
same percentage multiplier under the STIP as was used to determine the STIP
bonus for 1995 paid to other senior executives of the Company and was rounded up
to $3 million. The Executive shall also be reimbursed in accordance with the
policies of the Company for any traveling and other expenses incurred in the
performance of the business of the Company prior to the Termination Date that
have not yet been reimbursed.
(b) Salary Continuation. Subject to Section 3(e) below,
during the period beginning with the Termination Date and continuing through the
third anniversary thereof (the "Continuation Period"), the Company shall
continue to pay the Salary provided for in Section 3(a) of the Employment
Agreement at the rate of $990,000 per annum, such Salary to be paid in
accordance with the payroll practices of the Company.
(c) Bonus. The Company shall pay the Executive a Bonus for
calendar year 1996 and for each subsequent calendar year included in whole or in
part within the Continuation Period as provided in Exhibit A hereto. Subject to
Section 3(e) below, Bonus payments will be made at the same time payments are
made to other participants in the STIP, but in no event later than February 28
of the year following the calendar year in respect of which such Bonus is paid.
(d) Deferred Compensation. With respect to each Contract
Year included in whole or in part within the Continuation Period, the Company
shall pay the Executive Deferred Compensation as provided in Exhibit B hereto.
Subject to Section 3(e) below, payments of Deferred Compensation (including
earnings thereon) will be paid by the dates indicated on Exhibit B hereto. The
Executive acknowledges that any Deferred Compensation to which he becomes
entitled after the date hereof (including without limitation Deferred
Compensation in respect of the Contract Year ending July 31, 1996) shall not be
credited with any Company matching contribution.
(e) Acceleration of Certain Payments. The payment of any
amount provided for in the foregoing subsections (b) through (d) that has not
been made by the second anniversary of the Termination Date will be accelerated
and will be made on or as promptly as practicable following such second
anniversary in a lump sum equal to the present value of all such remaining
amounts. For these purposes, present value shall be calculated on the basis of
the applicable short-term federal interest rate (applicable to loans with
monthly compounding) as determined pursuant to Section 1274(d) of the Internal
Revenue Code of 1986, as amended, for the month in which such second anniversary
occurs.
4. Options.
(a) Vesting. The Company confirms that the options to
purchase 1,000,000 shares of the Company's Class B Common Stock awarded to the
Executive under the 1994 Plan with a date of award of August 18, 1994 are vested
in full as of the Termination Date by virtue of the termination of the
Executive's employment with the Company. In addition, the Company confirms that
the Compensation Committee of its Board of Directors has taken all necessary
action so that all other options awarded to the Executive to purchase shares of
the Company's Class B Common Stock that had not vested as of the Termination
Date are now vested and exercisable.
(b) Exercise Period. The Company and the Executive also
confirm that as the Executive will continue to serve as an officer of VNM, all
options awarded to him under the 1994 Plan or the Company's 1989 Long-Term
Management Incentive Plan, as amended (the "1989 Plan"), including without
limitation all of the options referred to in the preceding subsection (a), will
remain outstanding and exercisable for so long as such employment continues,
provided, however, that the terms of each such option awarded to the Executive,
and each option agreement relating thereto, are hereby amended to provide that
such option shall remain exercisable until, and shall not be exercisable after,
the earliest to occur of (i) January 17, 1997 and (ii) the six month anniversary
of (X) the effective date of the Executive's resignation from employment with
VNM (or any other subsidiary of the Company by which the Executive may be
employed pursuant to Section 2(b) above), (Y) the effective date of termination
of such employment by the Company for Cause or (Z) the Executive's material
breach of the covenants referred to in Section 7 below, which breach is not
cured to the reasonable satisfaction of the Company within 10 business days
after receipt of written notice thereof to the Executive.
5. Other Benefits.
(a) Benefits Provided for in Employment Agreement. The
Company acknowledges and confirms that pursuant to Section 8(b) of the
Employment Agreement the Executive will be entitled to continued participation
in the medical, dental and insurance plans and arrangements described in Section
6 of the Employment Agreement, and the Company will continue to maintain the
life insurance policy described in Section 7(d) of the Employment Agreement and
to pay the premiums thereon during the Continuation Period, all as set forth in
Section 8(b) of the Employment Agreement.
(b) Phantom Shares under the 1989 Plan. The Phantom Shares
awarded to the Executive under the 1989 Plan will be valued, and any payment
required under the terms of such Phantom Shares and the 1989 Plan will be made,
in accordance with the terms thereof.
(c) Home Security System. The Company will reimburse the
Executive for work authorized prior to the Termination Date relating to the home
security system at the Executive's Martha's Vineyard residence, in the amount of
$4,325. The Executive will be responsible for the costs of all work authorized
after the Termination Date.
(d) Automobiles. With respect to the automobile owned by
the Executive and for which the Company currently pays insurance premiums, the
Company will continue to provide such insurance coverage, at its expense,
through December 31, 1996 or, if earlier, 45 days after the Executive commences
full-time employment with a third party. In addition, the Executive may
continue to insure through December 31, 1996, through policies maintained by
the Company but at the Executive's expense, the two other vehicles that
currently are so insured.
(e) Office Furniture. The Executive will be permitted to
retain the personal office furniture that he brought to the Company from his
prior employer, without any payment to the Company.
(f) No Other Benefits. Except for the compensation and
other benefits described in Section 3, 4 above and this Section 5: (i) the
Executive shall not be entitled to any other compensation or benefits in respect
of his employment as an officer of VNM and (ii) the Executive hereby irrevocably
waives any right he might otherwise have to any benefits under any compensation,
bonus, pension, retirement, health, disability or other welfare plan or program
in respect of his service as an officer of VNM, provided, however, that it is
expressly agreed that nothing in this Agreement shall constitute a waiver of the
Executive's rights to any benefits to which he may be entitled under any such
plan or program of the Company and its affiliates in respect of his services to
the Company and its affiliates prior to and including the Termination Date.
6. Death During the Continuation Period. If the Executive
should die before all amounts required to be paid as set forth in Section 3 of
this Agreement have been paid, the Executive's beneficiary (or if no beneficiary
has been designated, his estate) shall be entitled to receive such payments at
the time they would have been paid to the Executive, provided, however, that in
lieu of such payment schedule, the Executive's beneficiary (or if no such
beneficiary is designated, his estate) may elect, by written notice to the
Company given not more than 90 days following the date of the Executive's death,
to receive all such amounts that have not theretofore been paid in a single lump
sum equal to the present value of all such payments. For purposes of the
previous sentence, present value shall be calculated on the basis of the
applicable short-term federal interest rate (applicable to loans with monthly
compounding) as determined pursuant to Section 1274(d) of the Internal Revenue
Code of 1986, as amended, for the month in which death occurs.
7. Certain Covenants.
(a) Employment Agreement Covenants. Notwithstanding
anything else in this Agreement, the Company hereby waives, as of the
Termination Date, (X) the provisions of Section 9(a) of the Employment Agreement
and (Y) the provisions of Section 9(b) of the Employment Agreement to the extent
necessary to permit the Executive to own equity securities of MCA Inc. or The
Seagram Company Ltd. or any of their affiliates, it being understood and agreed
by the Executive that the waiver set forth in clause (Y) of this sentence is
limited as set forth in the foregoing clause (Y) and that the waivers in this
first sentence of Section 7(a) do not extend to any other provisions of Section
9 of the Employment Agreement. The Company and the Executive acknowledge and
agree that notwithstanding the Executive's continued employment as an officer of
VNM, the post-employment periods during which the
covenants set forth in Sections 9(b) and 9(c) of the Employment Agreement apply
shall be considered to commence on the Termination Date so that (i) the
Restricted Period during which the covenants set forth in Section 9(b) of the
Employment Agreement apply (except to the extent waived pursuant to the
preceding sentence) will end on the first anniversary of the Termination Date
and (ii) the covenants set forth in Section 9(c) of the Employment Agreement
will end on the second anniversary of the Termination Date. The Executive
acknowledges and confirms that during such periods he will be bound by the
covenants set forth in Section 9 of the Employment Agreement (except for Section
9(a) and, to the extent waived herein, Section 9(b)) and that the Company will
have the remedies set forth in Section 9(e) thereof.
(b) Non-Disparagement. The Executive and, to the extent set
forth in the next sentence, the Company agree that, from and after February 13,
1996 and continuing through the remainder of the term of the Executive's
employment with VNM and for one year thereafter, each party shall not, in any
communications with the press or other media, any customer or client of the
Company or any of the Company's affiliates, criticize, ridicule or make any
statement which disparages or is derogatory of the other party or, in the case
of communications by the Executive, of the Company's divisions or affiliates
(other than any joint venture between the Company and MCA (or any of their
respective affiliates)) or any of its or their senior officers or directors.
The Company's obligations under the preceding sentence shall be limited to
communications made or authorized by its senior corporate executives having the
rank of Senior Vice President or higher or internal or retained public relations
or communications staff.
8. Tax Withholding. All amounts payable to the Executive
pursuant to this Agreement shall be subject to all legal requirements with
respect to the withholding of taxes.
9. Source of Payments. All payments provided under this
Agreement, other than payments made pursuant to a benefit plan which may provide
otherwise, shall be paid in cash from the general funds of the Company, and no
special or separate fund shall be established, and no other segregation of
assets made, to assure payment. The Executive shall have no right, title or
interest whatever in or to any investments which the Company may make to aid the
Company in meeting its obligations hereunder. Nothing contained in this
Agreement, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary relationship, between
the Company and the Executive or any other person. To the extent that any
person acquires a right to receive payments from the Company hereunder, such
right shall be no greater than the right of an unsecured creditor of the
Company.
10. Guarantee of Viacom. Viacom hereby guarantees to the
Executive each and every obligation of the Company under this Agreement, except
the obligations of the Company under Section 4 hereof. The guarantee of Viacom
shall be perpetual and shall
remain in effect despite any change in, or alteration or modification or
extension of, this Agreement or any forbearance with respect thereto or any
other action or omission whatsoever of any person, firm or corporation, whether
with or without prior notice to or consent of Viacom, any right to notice or
consent being hereby expressly waived. The obligations of Viacom hereunder
shall be joint and several.
11. Miscellaneous
(a) Entire Agreement/Authorization. This Agreement and the
Employment Agreement set forth the entire understanding of the parties hereto
with respect to the subject matter hereof and cannot be amended or modified
except by a writing signed by all such parties. The waiver by either party of
compliance with any provision of this Agreement by the other party shall not
operate or be construed as a waiver of any other provision of this Agreement or
of any subsequent breach by such party of a provision of this Agreement. The
Company represents and warrants that it has full power and authority, and has
taken all necessary action and obtained any necessary corporate approvals, in
order to enter into this Agreement and fulfill its obligations hereunder.
(b) Full Satisfaction; No Duty to Mitigate. The Executive
acknowledges and agrees that the compensation and other benefits provided for in
this Agreement will constitute, in the aggregate, both (i) full satisfaction of
the Executive's rights under the Employment Agreement upon termination of
employment without Cause and (ii) full compensation for the services he will
perform as an officer of VNM, provided, however, that it is expressly agreed
that nothing in this Agreement shall constitute a waiver of the Executive's
rights to any benefits to which he may be entitled under any compensation,
bonus, pension, retirement, health, disability or other welfare plan or program
of the Company and its affiliates in respect of his services to the Company and
its affiliates prior to and including the Termination Date. The Executive shall
have no duty of mitigation with respect to amounts payable to him pursuant to
this Agreement or other benefits to which he is entitled pursuant hereto, and
subject to the specific provisions concerning medical, dental and insurance
plans set forth in Section 8(b)(i) of the Employment Agreement, no amounts
payable to the Executive pursuant to hereto, or other benefits to which he is
entitled pursuant hereto, will be offset or reduced by any compensation,
payments or benefits he may receive from a subsequent employer.
(c) Indemnification. Following the Termination Date, the
Company will continue to indemnify and hold harmless the Executive to the
fullest extent permitted by law with respect to any act or omission committed by
the Executive in the performance of his duties as an officer of the Company,
Viacom and Paramount up to the Termination Date, and will indemnify and hold
harmless the Executive to the fullest extent permitted by law with respect to
any act or omission committed by the Executive in the performance of his duties
as an officer of VNM (or any other subsidiary of the Company by which the
Executive may be employed pursuant to Section 2(b) above). Amounts payable
pursuant to such indemnity shall be paid as the related expense or liability
arises.
(d) Share Certificates. Certain certificates representing
shares of the Company's Class B Common Stock that were issued to the Executive
by the Company contain legends that reflect limitations on the resale of such
shares that were applicable to the Executive under the federal securities laws
solely by virtue of his status as an "affiliate" of the Company at the time of
issuance. After three months have elapsed from the Termination Date, the
Company will, upon surrender by the Executive to the Company of any such
legended share certificates, promptly issue to the Executive replacement
certificates that do not contain such a legend.
(e) Assignment and Delegation. Neither this Agreement nor
any right, duty, obligation or interest hereunder shall be assignable or
delegable by the Executive without the Company's prior written consent;
provided, however, that nothing in this Section shall preclude the Executive
from designating any of his beneficiaries to receive any benefits payable
hereunder upon his death or disability, or his executors, administrators, or
other legal representatives, from assigning any rights hereunder to the person
or persons entitled thereto. This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto, any successors to or assigns of the Company
and the Executive's heirs and the personal representatives of the Executive's
estate. The Company will not consolidate with or merge into, or sell all or
substantially all of its assets to, another corporation, partnership or other
entity, unless such other corporation, partnership or entity shall assume this
Agreement, and upon such assumption the Executive and the successor corporation,
partnership or other entity shall become obligated to perform all of the terms
and conditions set forth herein.
(f) Headings. The headings of the Sections of this
Agreement are included solely for convenience of reference and shall not be
construed or interpreted in any way as affecting the meaning of such Sections.
(g) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(h) Governing Law. This Agreement is to be governed by and
interpreted in accordance with the laws of the State of New York, without giving
effect to the choice-of-law provisions thereof. If, under such law, any
portion of this Agreement is at any time deemed to be in conflict with any
applicable statute, rule regulation or ordinance, such portion shall
be deemed to be modified or altered to conform thereto or, if that is not
possible, to be omitted from this Agreement, and the invalidity of any such
portion shall not affect the force, effect and validity of the remaining portion
hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of this 23rd day of April, 1996.
VIACOM INC.
By: /s/ WILLIAM A. ROSKIN
-----------------------------
William A. Roskin
Senior Vice President, Human
Resources & Administration
VIACOM INTERNATIONAL INC.
By: /s/ WILLIAM A. ROSKIN
-----------------------------
William A. Roskin
Senior Vice President, Human
Resources & Administration
EXECUTIVE
/s/ FRANK J. BIONDI, JR.
-----------------------------
EXHIBIT A
Bonuses Payable
---------------
Target
Bonus,
Calendar Per Employment Bonuses
Year Agreement Payable
1996 $3,182,602.50 $3,182,602.50
1997 $3,500,862.75 $3,500,862.75
1998 $3,850,949.03 $3,850,949.03
1999* $4,236,043.93 $ 197,295.20
Total $10,731,709.48
EXHIBIT B
Deferred Compensation Payable
-----------------------------
Deferred Payable (with earnings**
Compensation credited on the amount
Contract Year Earned earned) by:
Beginning Ending
08/01/94 07/31/95 $179,000.00 01/31/97
08/01/95 07/31/96 $295,900.00 01/31/97
08/01/96 07/31/97 $424,490.00 08/31/97
08/01/97 07/31/98 $565,939.00 08/31/98
08/01/98 07/31/99 $336,056.42*** 08/31/99
* Based on a target bonus for the calendar year of $4,236,043.93, prorated
based on the 17 days from 1/1/99 through 1/17/99 (i.e., the end of the
Continuation Period).
** Earnings to be determined pursuant to Section 4 of the Employment
Agreement.
***Based on deferred compensation earned for the contract year of
$721,532.90, prorated based on the 170 days from 8/1/98 through 1/17/99
(i.e., the end of the Continuation Period).
EXHIBIT 11
VIACOM INC. AND SUBSIDIARIES
COMPUTATION OF NET EARNINGS PER SHARE
Quarter ended March 31,
-----------------------
1996 1995
(In millions, except per
share amounts)
EARNINGS:
Net earnings from continuing operations............. $ 27.8 $ 63.6
Cumulative convertible preferred stock dividend
requirement......................................... 15.0 15.0
------- ------
Earnings from continuing operations attributable to
common stock.................................... 12.8 48.6
Earnings from discontinued operations, net of tax... -- 7.6
------- ------
Net earnings attributable to common stock........... $ 12.8 $ 56.2
======= ======
PRIMARY COMPUTATION:
- --------------------
SHARES:
Weighted average number of common shares......... 370.0 359.2
Common shares potentially issuable in connection
with:
Stock options and warrants.................... 4.7 8.5
Contingent value rights (a)................... -- 1.7
Variable common rights (b).................... -- 15.5
------- -------
Weighted average common shares and common share
equivalents................................... 374.7 384.9
======= =======
NET EARNINGS PER COMMON SHARE:
Net earnings from continuing operations......... $ .03 $ .13
Earnings from discontinued operations, net of tax -- .02
------- -------
Net earnings.................................... $ .03 $ .15
======= =======
FULLY DILUTED COMPUTATION (C):
SHARES:
Weighted average number of common shares
outstanding..................................... 370.0 359.2
Common shares potentially issuable in connection
with:
Stock options and warrants.................... 5.0 8.9
Contingent value rights (a)................... -- 1.7
Variable common rights (b).................... -- 15.5
------- --------
Weighted average common shares and common share
equivalents................................ 375.0 385.3
======= ========
NET EARNINGS PER COMMON SHARE:
Net earnings from continuing operations.......... $ .03 $ .13
Earnings from discontinued operations, net of tax -- .02
------- --------
Net earnings..................................... $ .03 $ .15
======= ========
(a) The contingent value rights (the "CVRs") matured on July 7, 1995. The
Company paid approximately $81.9 million in cash of approximately $1.44 per
CVR to settle its obligation.
(b) The variable common rights (the "VCRs") matured on September 29, 1995. The
Company issued approximately 6.1 million shares of Viacom Inc. Class B
Common Stock, or .022665 of a share of Viacom Inc. Class B Common Stock per
VCR, to settle its obligation under the VCRs.
(c) The Preferred Stock and related dividend requirement had an anti-dilutive
effect on earnings per share in 1996 and 1995, and, therefore, were
excluded from the fully diluted earnings per share computation.
5
1,000,000
3-MOS
DEC-31-1996
MAR-31-1996
351
0
2,020
130
2,104
5,112
4,167
868
29,194
3,487
11,400
0
1,200
4
10,960
29,194
2,798
2,798
1,728
2,525
0
0
205
68
43
28
0
0
0
28
0.03
0.03
