UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MAY 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
--------- ---------
Commission File Number: 333-44177
BRILL MEDIA COMPANY, LLC
(Exact name of registrant as specified in its charter)
Virginia 52-2071822
(State of Formation) (I.R.S. Employer Identification No.)
420 N.W. Fifth Street
Evansville, Indiana 47708
(address of principal executive offices)
(812) 423-6200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: None
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.
[X] YES [ ] NO
<PAGE>
TABLE OF CONTENTS
PART NO. ITEM NO. Page No.
-------- -------- --------
I 1 FINANCIAL STATEMENTS
Consolidated Statements of Financial Position
May 31, 2000 and February 29, 2000 3
Consolidated Statements of Operations and
Members' Deficiency for the Three Months
Ended May 31, 2000 and 1999 4
Consolidated Statements of Cash Flows for the
Three Months Ended May 31, 2000 and 1999 5
Notes to Consolidated Financial Statements 6
2 MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 8
3 QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK 13
II 6 EXHIBITS AND REPORTS ON FORM 8-K 14
2
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
Brill Media Company, LLC
(A Limited Liability Company)
Consolidated Statements of Financial Position
<TABLE>
<CAPTION>
May 31 February 29
2000 2000
-----------------------------------------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 16,633,710 $ 17,068,088
Accounts receivable, net 6,787,716 5,225,803
Inventories 512,400 563,493
Other current assets 671,873 511,054
-----------------------------------------
Total current assets 24,605,699 23,368,438
Notes receivable from managed affiliates 20,000,000 20,000,000
Property and equipment 25,013,734 22,906,426
Less: Accumulated depreciation 9,837,799 9,427,644
-----------------------------------------
Net property and equipment 15,175,935 13,478,782
Goodwill and FCC licenses, net 15,378,391 13,904,570
Covenants not to compete, net 2,880,498 3,127,752
Other assets, net 5,600,665 6,133,957
Amounts due from related parties 5,671,660 5,546,334
-----------------------------------------
$ 89,312,848 $ 85,559,833
=========================================
Liabilities and members' deficiency
Current liabilities:
Amounts payable to related parties $ 1,871,547 $ 1,658,489
Accounts payable 1,734,382 1,111,237
Accrued payroll and related expenses 976,120 936,876
Accrued interest 5,925,904 2,759,999
Other accrued expenses 353,481 262,271
Current maturities of long-term obligations 1,299,748 1,271,812
-----------------------------------------
Total current liabilities 12,161,182 8,000,684
Long-term notes and other obligations 132,668,454 131,332,287
Members' deficiency (55,516,788) (53,773,138)
-----------------------------------------
$ 89,312,848 $ 85,559,833
=========================================
</TABLE>
See accompanying notes to the consolidated financial statements.
3
<PAGE>
Brill Media Company, LLC
(A Limited Liability Company)
Consolidated Statements of Operations and Members' Deficiency
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
May 31
2000 1999
------------------------------------
<S> <C> <C>
Revenues $ 11,352,027 $ 11,190,111
Operating expenses:
Operating departments 8,208,626 7,968,621
Management fees 719,218 703,693
Consulting -- 4,998
Depreciation 442,438 368,035
Amortization 347,412 371,809
------------------------------------
9,717,694 9,417,156
------------------------------------
Operating income 1,634,333 1,772,955
Other income (expense):
Interest - managed affiliates 610,264 560,278
Interest - related parties, net 57,469 47,833
Interest - other, net (3,713,637) (3,516,346)
Amortization of deferred financing costs (218,206) (152,863)
Loss on sale of assets, net (17,296) (125,734)
Other, net (40,574) (43,305)
------------------------------------
(3,321,980) (3,230,137)
------------------------------------
Loss before income taxes and cumulative effect of change in
accounting principle (1,687,647) (1,457,182)
Income tax provision 58,003 46,178
------------------------------------
Loss before cumulative effect of change in accounting principle (1,745,650) (1,503,360)
Cumulative effect of change in accounting principle -- (150,979)
------------------------------------
Net loss (1,745,650) (1,654,339)
Members' deficiency, beginning of period (53,773,138) (54,096,602)
Capital contributions 2,000 --
------------------------------------
Members' deficiency, end of period $(55,516,788) $(55,750,941)
====================================
</TABLE>
See accompanying notes to the consolidated financial statements.
4
<PAGE>
Brill Media Company, LLC
(A Limited Liability Company)
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended May 31
2000 1999
--------------------------------
<S> <C> <C>
Operating activities
Net loss $ (1,745,650) $ (1,654,339)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 789,850 739,844
Amortization of deferred financing costs and original issue discount 287,645 1,384,312
Management fees accrual 247,194 185,478
Related parties interest accrual (76,228) (80,080)
Loss on sale of assets, net 17,296 125,734
Cumulative effect of change in accounting principle -- 150,979
Changes in operating assets and liabilities, net of effect of
acquisition:
Accounts receivable (1,561,913) (988,638)
Other current assets (109,726) 35,900
Accounts payable 623,145 (70,313)
Other accrued expenses 3,296,359 2,481,880
--------------------------------
Net cash provided by operating activities 1,767,972 2,310,757
Investing activities
Purchase of property and equipment (644,690) (313,207)
Purchase of newspaper, net of cash acquired -- (61,235)
Proceeds from sale of assets 27,261 64,272
Loans to managed affiliates -- (315,000)
Increase in other assets (1,229,238) (8,330)
--------------------------------
Net cash used in investing activities (1,846,667) (633,500)
Financing Activities
Increase (decrease) in amounts due to related parties (82,864) 431,064
Payment of deferred financing costs (30,503) --
Principal payments on long-term obligations (323,497) (270,050)
Proceeds from long-term borrowings 79,177 --
Capital contributions 2,000 --
--------------------------------
Net cash provided by (used in) financing activities (355,683) 161,014
--------------------------------
Net increase (decrease) in cash and cash equivalents (434,378) 1,838,271
Cash and cash equivalents at beginning of period 17,068,088 2,740,244
--------------------------------
Cash and cash equivalents at end of period $ 16,633,710 $ 4,578,515
================================
</TABLE>
See accompanying notes to the consolidated financial statements.
5
<PAGE>
Brill Media Company, LLC
Notes to the Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements include the
accounts of Brill Media Company, LLC (BMC) and its subsidiaries, all of which
are wholly owned (collectively the Company). BMC's members are directly owned by
Alan R. Brill (Mr. Brill). These statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting of normal recurring
accruals, considered necessary for a fair presentation have been included along
with the elimination of all intercompany balances and transactions. Operating
results for the three month period ended May 31, 2000 are not necessarily
indicative of the results that may be expected for the year ending February 28,
2001. For further information, refer to the consolidated financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
year ended February 29, 2000.
2. Dispositions and Acquisitions
In April 1999, the Company acquired a real estate magazine which has
monthly distribution of approximately 20,000 households in the northwestern
portion of the lower peninsula of Michigan (the 2000 News acquisition). Total
consideration was $217,000, which consisted of $55,000 cash and a secured seller
note valued at $162,000. The Company also entered into a six-year covenant not
to compete valued at $54,000.
In October 1999, the Company submitted the winning bid of $1,561,000 in
accordance with the FCC rules for auctioning broadcast spectrum for a new FM
radio broadcast signal in Wellington, Colorado. The Company paid the FCC an
initial deposit of $312,000 in October 1999 with the balance due after final FCC
authorization. In April 2000, the Company received FCC authorization and
licensing of the station was completed and the remaining amount of $1,249,000
was paid. The Company expects to begin broadcasting in fiscal 2001.
In January 2000, the Company acquired radio station KUSZ-FM located in the
Duluth, Minnesota (the 2000 Radio acquisition) market for $1,000,000 in cash and
a five-year covenant not to compete valued at $156,000. The Company had been
operating the radio station pursuant to a TBA since August 1999.
In February 2000, the Company sold the operating assets of its Missouri
radio stations (collectively, the Missouri Properties), which had been operated
pursuant to TBAs by the
6
<PAGE>
prospective buyer since November 1997. The sales price was $7,419,000 and
resulted in a pretax gain of $6,175,000, net of related expenses.
3. Long Term Debt
Long-term obligations include the Company's 12% senior notes due 2007 (the
Senior Notes). The Senior Notes are senior unsecured obligations of BMC and a
subsidiary of BMC, Brill Media Management, Inc. (Media). The Senior Notes are
unconditionally guaranteed, fully, jointly, and severally, by each of the direct
and indirect subsidiaries of BMC, all of which are wholly owned. BMC is a
holding company and has no operations, assets, or cash flows separate from its
investments in its subsidiaries. Accordingly, separate financial statements
concerning the subsidiaries have not been presented because management has
determined that they would not be material to investors.
Media has minimal assets and liabilities ($100 cash and $100 capital at May
31, 2000 and February 29, 2000) and no income or expenses since its formation in
October 1997.
In October 1999, as permitted under the Indenture governing the Senior
Notes (the Indenture), the Company borrowed $15 million under a secured credit
facility with a senior lender (the Senior Secured Facility) which matures
October 2004. The facility bears interest, payable monthly, at the prime rate
plus 1% (effectively 10.50% at May 31, 2000) with a minimum interest rate of 8%
per annum. The facility restricts the Company from essentially the same defined
limitations as contained in the Indenture and includes certain financial
covenants with respect to earnings and asset coverage. The facility is secured
by substantially all assets of the restricted subsidiaries, as defined in the
Indenture.
4. Affiliate Transactions
During the first quarter of fiscal year 2001, the Company entered into
capital leases for leasehold improvements and equipment totaling $1,476,000 with
a related company.
5. Cumulative Effect of Change in Accounting Principle
The Company adopted AcSEC Statement of Position 98-5 "Reporting on the
Costs of Start-Up Activities" (SOP) in the first quarter of fiscal 2000 and
wrote-off, as required, $151,000 of previously capitalized start-up costs as a
cumulative effect of change in accounting principle.
7
<PAGE>
6. Operating Segments
The Company has two operating segments: operation of AM and FM radio
stations and publication of daily and weekly newspapers and shoppers.
Information for the three month periods ended May 31 regarding the Company's
major operating segments is presented in the following table:
Radio News Total
------------------------------------------
Revenues:
2000 $ 4,055,160 $ 7,296,867 $ 11,352,027
1999 $ 4,077,761 $ 7,112,350 $ 11,190,111
Operating income:
2000 691,084 943,249 1,634,333
1999 778,656 994,229 1,772,955
Total assets:
2000 54,872,672 34,440,176 89,312,848
1999 43,337,795 26,258,126 69,595,921
Depreciation and amortization
expense:
2000 389,095 400,755 789,850
1999 386,424 353,420 739,844
Capital expenditures:
2000 196,703 447,987 644,690
1999 126,696 186,511 313,207
ITEM 2. MANAGEMENT'S DISSCUSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General Information and Basis of Presentation
The Company is a diversified media enterprise that acquires, develops,
manages and operates radio stations, newspapers and related businesses in middle
markets. The Company presently owns, operates or manages thirteen radio stations
(the Stations) serving four markets located in Pennsylvania, Kentucky/Indiana,
Colorado and Minnesota/Wisconsin. The Company's newspaper businesses (the
Newspapers) operate integrated newspaper publishing, printing and print
advertising distribution operations, providing total-market print advertising
coverage throughout a thirty-six-county area in the central and northern
portions of the lower peninsula of Michigan. This operation offers a
three-edition daily newspaper, twenty-three weekly publications, four monthly
real estate guides, web offset printing operations for Newspapers' publications
and outside customers and private distribution systems. Mr. Brill founded the
business and began its operations in 1981. The Company's overall operations,
including its sales and
8
<PAGE>
marketing strategy, long-range planning and management support services are
managed by Brill Media Company, L.P., a limited partnership indirectly owned by
Mr. Brill.
Results of Operations
The Company's unaudited consolidated financial statements tend not to be
directly comparable from period to period due to both completed acquisitions and
pending dispositions. These activities are identified in the notes to the
audited and unaudited consolidated financial statements of the Company.
Three Months Ended May 31, 2000 Compared to Three Months Ended
May 31, 1999
Revenues for the three months ended May 31, 2000 were $11.3 million, a $0.2
million or 1.4% increase from the prior comparative period. For the current
quarter, Stations' revenues represented $4.0 million and Newspapers' revenues
represented $7.3 million.
Stations' revenues, excluding the Missouri Properties, increased $0.2
million or 4% from the prior comparative period. This increase is mainly
due to the 2000 Radio acquisition.
The Newspapers' revenues increased $0.2 million or 2.6% from the prior
comparative period.
Operating expenses for the three months ended May 31, 2000 were $9.7
million, a $0.3 million or 3.2% increase from the prior comparative period.
The Stations' operating expenses, excluding the Missouri Properties,
increased $0.2 million over the prior comparative period.
The Newspapers' operating expenses increased $0.2 million over the prior
comparative period.
As a result of the above, operating income for the three months ended May
31, 2000 was $1.6 million, a decrease of $0.1 or 7.8% from the prior comparative
period.
Other income (expense) for the three months ended May 31, 2000 was $3.3
million of net expense, an increase of $0.1 million or 2.8% over the prior
comparative period. This is primarily due to an increase in interest expense and
the result of costs associated with financing arrangements entered into in
fiscal 2000. These increases were offset by an increase in temporary cash
investment income along with a decrease in loss on sale of assets compared to
the prior period.
9
<PAGE>
Net loss for the three months ended May 31, 2000 was $1.7 million, an
increase in loss of $0.1 million or 5.5% over the prior comparative period. This
is primarily due to reduced operating income and the increase in other expense
noted above.
Liquidity and Capital Resources
Generally, the Company's operating expenses are paid before its advertising
revenues are collected. As a result, working capital requirements have increased
as the Company has grown and will likely increase in the future.
Net cash provided by operating activities was $1.8 million for the three
months ended May 31, 2000. The decrease of $0.5 million from the comparative
fiscal 2000 period is primarily attributable to the decrease in the amortization
of the original issue discount related to the Appreciation Notes that were paid
off in the prior fiscal year offset by timing related to the collection of
receivables and the payment of operating expenses.
Net cash used in investing activities was $1.8 million for the three months
ended May 31, 2000. The cash used in investing activities for the current
reporting period is primarily attributable to the final payment to the FCC for
the Wellington, Colorado license and purchase of property and equipment. The
increase in cash used in investing activities from the prior comparative
reporting period was primarily related to the payment to the FCC and the
purchase of property and equipment offset by a decrease in loans to Managed
Affiliates.
Net cash used in financing activities was $0.4 million for the three months
ended May 31, 2000. The cash used in financing activities for the current
reporting period is attributable primarily to payments of long-term obligations.
The increase of $0.5 million in cash used in financing activities from the prior
comparative reporting period is related primarily to the decrease in amounts due
to related parties and increase in payments of long-term obligations.
Media Cashflow was $4 million and $3.8 million for the three month periods
ended May 31, 2000 and 1999, respectively. Media Cashflow represents EBITDA plus
incentive plan expense, management fees, time brokerage fees paid, acquisition
related consulting expense, income from temporary cash investments and interest
income from loans made by the Company to Managed Affiliates. EBITDA represents
operating income plus depreciation and amortization expense. Media Cashflow and
EBITDA as used above include the results of operations from unrestricted
subsidiaries and therefore differ from the same terms as defined in the
Indenture.
Although Media Cashflow is not a measure of performance calculated in
accordance with GAAP, management believes it is useful in evaluating the Company
and is widely used in the media industry to evaluate a media company's
performance. However, Media Cashflow should not be considered in isolation or as
a substitute for net income, cash flows from operating activities and other
income or cash flow statements
10
<PAGE>
prepared in accordance with GAAP as a measure of liquidity or profitability. In
addition, Media Cashflow as determined by the Company may not be comparable to
related or similar measures as reported by other companies and does not
represent funds available for discretionary use.
The Company has loaned $20 million to Managed Affiliates and received in
return the Managed Affiliate Notes which are unsecured, mature on January 1,
2001 and bear interest at a rate of 12% per annum. The Company is evaluating
various options relating to the maturity of the notes receivable from Managed
Affiliates, including the possibility of an extension. Accordingly, the Company
has presented these notes as long-term on the accompanying consolidated
statement of financial position. The Senior Notes indenture generally limits the
Company to $20 million of outstanding loans to Managed Affiliates. For the three
month period ended May 31, 2000, the Managed Affiliates reported combined
revenues of $1.1 million, net loss of $0.8 million and Media Cashflow of $0.2
million.
The Senior Notes require semi-annual cash interest payments on each June 15
and December 15 of $6.3 million until maturity.
The Company's ability to pay interest on the Senior Notes and to satisfy
its other obligations depends upon its future operating performance, and will be
affected by financial, business, market, technological, competitive and other
conditions, developments, pressures, and factors, many of which are beyond the
control of the Company. The Company is highly leveraged, and many of its
competitors are believed to operate with much less leverage and to have
significantly greater operating and financial flexibility and resources.
Historically, the Company has achieved significant growth through
acquisitions. In order for the Company to achieve needed future growth in
revenues and earnings and to replace the revenues and earnings of properties
that may be sold by one or more of the Subsidiaries from time to time,
additional acquisitions may be necessary. Meeting this need for acquisitions
will depend upon several factors, including the continued availability of
suitable financing. There can be no assurance that the Company can or will
successfully acquire and integrate future operations. In connection with future
acquisition opportunities, the Company, or one or more of its subsidiaries, may
need to incur additional indebtedness or issue additional equity or debt
instruments. There can be no assurance that debt or equity financing for such
acquisitions will be available on acceptable terms, or that the Company will be
able to identify or consummate any new acquisitions.
The Indenture limits the Company's ability to incur additional
indebtedness. Limitations in the Indenture on the Company's ability to incur
additional indebtedness, together with the highly leveraged nature of the
Company, could limit operating activities, including the Company's ability to
respond to market conditions, to provide for unanticipated capital investments
and to take advantage of business opportunities.
11
<PAGE>
The Company's primary liquidity needs are to fund capital expenditures,
provide working capital, meet debt service requirements and make acquisitions.
The Company's principal sources of liquidity are expected to be cashflow from
operations and cash on hand. The Company believes that liquidity from such
sources should be sufficient to permit the Company to meet its debt service
obligations, capital expenditures and working capital needs for the next 12
months, although additional capital resources may be required in connection with
the further implementation of the Company's acquisition strategy.
During the three month period ended May 31, 2000, the Company has expended
$0.6 million to purchase property and equipment and projects approximately $1.8
million will be required during the remainder of fiscal 2001. The increase in
projected capital expenditures for fiscal 2001 is primarily due to an increase
in the anticipated construction of transmission facilities for our recently
acquired license in Colorado, as well as the opportunity to purchase previously
leased office buildings.
Seasonality
Seasonal revenue fluctuations are common in the newspaper and radio
broadcasting industries, caused by localized fluctuations in advertising
expenditures. Accordingly, the Stations' and Newspapers' quarterly operating
results have fluctuated in the past and will fluctuate in the future as a result
of various factors, including seasonal demands of retailers and the timing and
size of advertising purchases. Generally, in each calendar year the lowest level
of advertising revenues occurs in the first quarter and the highest levels occur
in the second and fourth quarters.
12
<PAGE>
Forward-Looking Statements
Certain items in this Form 10-Q constitute "forward-looking statements"
within the meaning of the Federal Private Securities Litigation Reform Act of
1995. Forward-looking statements are typically identified by the words
"believe," "expect," "anticipate," "intend," "estimate" and similar expressions.
Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and that matters referred to in such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, but are not limited to, risks and uncertainties relating to
leverage, the need for additional funds, consummation of the pending
acquisitions, integration of the recently completed acquisitions, the ability of
the Company to achieve certain cost savings, the management of growth, the
introduction of new technology, changes in the regulatory environment, the
popularity of radio and newsprint as a communication/advertising medium and
changing consumer tastes. The Company undertakes no obligation to publicly
release the results of any revisions to these forward-looking statements that
may be made to reflect any future events or circumstances.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's market risk sensitive instruments do not subject the Company
to material risk exposures, except for such risks related to interest rate
fluctuations. As of May 31, 2000, the Company has debt outstanding of
approximately $134.0 million. Senior Notes with a carrying value of $103.2
million have an estimated fair value of approximately $69.0 million. The fair
market value of the Company's remaining debt of $30.8 million approximates its
carrying value.
Fixed interest rate debt totals approximately $117.4 million as of May 31,
2000 and includes: the Senior Notes which bear cash interest, payable
semiannually, at a rate of 12% until maturity on December 15, 2007; and other
debt, the majority of which have stated rates of 7% to 8%. The remainder of the
debt totaling $16.6 million, or 12.4% of the total, is variable rate debt. The
majority of such debt is the Senior Secured Facility, which currently bears
interest at 10.50% (all of which are described in the notes to the consolidated
financial statements included in the Company's Annual Report on Form 10-K for
the year ended February 29, 2000).
13
<PAGE>
At May 31, 2000 long-term debt matures as follows:
<TABLE>
<CAPTION>
(in Millions)
============================================================================================================================
Fiscal Year 2001 2002 2003 2004 2005 Thereafter Total
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Senior Notes, net of
unamortized
discount of $1.78 $ -- $ -- $ -- $ -- $ -- $ 103.22 $ 103.22
Senior Secured
============================================================================================================================
<CAPTION>
============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
Facility -- -- -- -- 15.00 -- 15.00
Other 1.30 1.12 1.24 3.17 1.01 7.94 15.78
---------------------------------------------------------------------------------------------------
$ 1.30 $ 1.12 $ 1.24 $ 3.17 $ 16.01 $ 111.16 $ 134.00
===================================================================================================
</TABLE>
The primary difference from the long-term maturities at May 31, 1999 was
the addition of the Senior Secured Facility in October 1999 and the redemption
of the Appreciation Notes in June 1999.
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibits are furnished with this report:
Exhibit 27 -- Financial Data Schedule and Exhibit 99 - Press Release.
14
<PAGE>
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.
BRILL MEDIA COMPANY, LLC
By: BRILL MEDIA MANAGEMENT, INC.,
Manager
July 14, 2000 By /s/ Alan R. Brill
----------------------------------
Alan R. Brill
DIRECTOR, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
July 14, 2000 By /s/ Donald C. TenBarge
----------------------------------
Donald C. TenBarge
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER, SECRETARY AND TREASURER
(PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER)
15
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibits
--------------------------------------------------------------------------------
27 Financial Data Schedule
99 Press Release
Exhibit 27 contains summary financial information extracted from financial
statements in the Form 10-Q of Brill Media Company, LLC for the three months
ended May 31, 2000 and is qualified in its entirety by reference to such
financial statements.
Exhibit 99 contains the press release as issued on July 13, 2000.
