<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 1999
REGISTRATION NO. 333-61381
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ENTERCOM COMMUNICATIONS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
PENNSYLVANIA 4832 23-1701044
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
401 CITY AVENUE, SUITE 409
BALA CYNWYD, PENNSYLVANIA 19004
(610) 660-5610
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
JOSEPH M. FIELD
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
ENTERCOM COMMUNICATIONS CORP.
401 CITY AVENUE, SUITE 409
BALA CYNWYD, PENNSYLVANIA 19004
(610) 660-5610
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C> <C>
JAMES W. MCKENZIE, JR., ESQ. JOHN C. DONLEVIE, ESQ. JEREMY W. DICKENS, ESQ.
MORGAN, LEWIS & BOCKIUS LLP EXECUTIVE VICE PRESIDENT, SECRETARY WEIL, GOTSHAL & MANGES LLP
1701 MARKET STREET AND GENERAL COUNSEL 100 CRESCENT COURT, SUITE 1300
PHILADELPHIA, PENNSYLVANIA 19103 ENTERCOM COMMUNICATIONS CORP. DALLAS, TEXAS 75201
(215) 963-5000 401 CITY AVENUE, SUITE 409 (214) 746-7700
BALA CYNWYD, PENNSYLVANIA 19004
(610) 660-5610
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
- ---------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ---------------
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ---------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
------------------------
CALCULATIONS OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Class A Common Stock, par value $.01 per share.............. $262,027,500 $76,949.15(2)
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee; based
on a bona fide estimate of the maximum offering price of the securities
being registered in accordance with Rule 457(o).
(2) $71,242.50 of the registration fee was paid on August 13, 1998 (based on a
maximum aggregate offering price of $241,500,000) in connection with the
initial filing of the Registration Statement. Accordingly, a registration
fee of $5,706.65 has been paid with this filing.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JANUARY 6, 1999
10,850,000 Shares
[ENTERCOM LOGO]
Entercom Communications Corp.
CLASS A COMMON STOCK
($.01 par value)
------------------
Of the shares of Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), of Entercom Communications Corp., a Pennsylvania corporation
(the "Company" or "Entercom"), offered hereby, 10,300,000 shares are being sold
by the Company and 550,000 shares are being sold by the Selling Shareholder
named herein under "Selling Shareholder" (the "Offering"). The Company will not
receive any of the proceeds from the shares of Class A Common Stock sold by the
Selling Shareholder. Prior to the Offering, there has been no public market for
the Class A Common Stock. It is anticipated that the initial public offering
price per share will be between $18.00 and $21.00 per share. For information
relating to the factors to be considered in determining the initial public
offering price to the public, see "Underwriting."
The Company's authorized common stock consists of Class A Common Stock, Class B
Common Stock, par value $.01 per share (the "Class B Common Stock"), and Class
C Common Stock, par value $.01 per share (the "Class C Common Stock" and,
together with the Class A Common Stock and the Class B Common Stock, the
"Common Stock"). The rights of each share of Common Stock are essentially
identical other than with respect to voting rights. The Class A Common
Stock entitles the holders thereof to one vote per share, the Class B
Common Stock entitles the holders thereof to ten votes per share
subject to certain exceptions and the Class C Common Stock has no
voting rights, except as otherwise required by law. Upon completion
of the Offering (assuming no exercise of the Underwriters'
over-allotment option), (i) the holders of Class A Common Stock
will have approximately 17.7% of the total voting power of the
outstanding Common Stock, (ii) Joseph M. Field, the Company's
Chairman of the Board and Chief Executive Officer, and David J.
Field, the Company's President and Chief Operating Officer, will
beneficially own all of the outstanding shares of Class B Common
Stock, representing approximately 82.3% of the total voting
power of the outstanding Common Stock and (iii) the Selling
Shareholder, which is an affiliate of Chase Capital Partners,
will own 10.6% of the outstanding Common Stock, representing
approximately 0.6% of the total voting power of the
outstanding Common Stock. See "Recapitalization, Chase
Conversion and Former S Corporation Status." Subject to
any necessary approval of the Federal Communications
Commission (the "FCC"), the Class B Common Stock and the
Class C Common Stock are convertible in whole or in
part at any time into Class A Common Stock on a
share-for-share basis. See "Description of Capital
Stock."
The Class A Common Stock has been approved for listing on The New York Stock
Exchange under the symbol "ETM," subject to official notice of issuance.
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH
AN INVESTMENT IN THE CLASS A COMMON STOCK, SEE "RISK FACTORS" BEGINNING ON PAGE
10 HEREIN.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS COMPANY(1) SHAREHOLDER
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Per Share.................................... $ $ $ $
Total(2)..................................... $ $ $ $
</TABLE>
(1) Before deduction of expenses, all of which are payable by the Company,
estimated at $2,601,600.
(2) The Company and the Selling Shareholder have granted to the Underwriters an
option, exercisable for 30 days from the date of this Prospectus, to
purchase a maximum of 1,627,500 additional shares of Class A Common Stock of
which, assuming an initial public offering price of $19.50 per share,
895,449 shares of Class A Common Stock will be purchased from the Company
and 732,051 outstanding shares of Class A Common Stock will be purchased
from the Selling Shareholder to cover over-allotments of shares. If the
option is exercised in full, the total Price to Public will be $ ,
Underwriting Discounts and Commissions will be $ , Proceeds to
Company will be $ and Proceeds to Selling Shareholder will be
$ .
The shares of Class A Common Stock are offered by the several Underwriters
when, as and if delivered to and accepted by the Underwriters and subject to
their right to reject orders in whole or in part. It is expected that the shares
will be ready for delivery on or about , 1999, against payment in
immediately available funds.
Credit Suisse First Boston
BT Alex. Brown
Goldman, Sachs & Co.
Morgan Stanley Dean Witter
Prospectus dated , 1999.
<PAGE> 3
[Map of the United States, identifying selected cities in which the Company
has stations, surrounded by the logos of each of the Company's stations and
certain of the sports teams with which the Company has contracts.]
CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES
OFFERED HEREBY, INCLUDING OVER-ALLOTMENT, STABILIZING TRANSACTIONS, SYNDICATE
SHORT COVERING TRANSACTIONS AND PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."
<PAGE> 4
CERTAIN DEFINITIONS
Unless otherwise indicated herein, (i) market ranking by radio advertising
revenue, market radio advertising revenue, market revenue share and the number
of viable radio stations per market have been obtained from Duncan's Radio
Market Guide (1998 ed.) ("Duncan's"), (ii) the Company's revenue rank in the
radio broadcasting industry is derived from Duncan's, as adjusted to reflect the
CBS Transactions (as defined) and assumes the completion of all other announced
mergers in the radio broadcasting industry, (iii) all audience share data and
audience rankings, except where specifically stated to the contrary, have been
derived from surveys of persons, listening Monday through Sunday, 6 a.m. to 12
midnight, in the indicated demographic, as reported by 1998 Summer Arbitron,
Radio Market Reports, The Arbitron Company (copyright 1998) ("Arbitron") and
(iv) all data regarding radio stations assumes the completion of the Completed
Transactions and the CBS Transactions. Duncan's defines "viable stations" as
stations which are active and viable competitors for advertising dollars in
their market.
The Company calculates "same station" growth by (i) comparing the
performance of stations operated by the Company throughout a relevant quarter to
the performance of those same stations (whether or not operated by the Company)
in the prior year's corresponding quarter, excluding the effect of barter
revenues and expenses and discontinued operations and (ii) averaging such growth
rates for the period presented.
Unless otherwise indicated herein, (i) "broadcast cash flow" consists of
operating income before depreciation, amortization, net expenses (income) from
time brokerage agreement ("TBA") fees and corporate expenses, (ii) "EBITDA
before net expense (income) from TBA fees" consists of operating income before
depreciation, amortization and net expense (income) from TBA fees, (iii) "pro
forma income before extraordinary items" consists of the Company's income before
income taxes and extraordinary items as adjusted to reflect the Company's income
during the relevant periods as if the Company had been a corporation subject to
taxation under Subchapter C (a "C Corporation") of the Internal Revenue Code of
1986, as amended (the "Code"), assuming an effective tax rate of 38% per annum
applied to the Company's income before income taxes and extraordinary items,
excluding the effect of the adjustment to reflect indexing of the Convertible
Subordinated Note (as defined) (as such adjustment is not tax deductible),
instead of a corporation subject to Subchapter S of the Code (an "S
Corporation"), such taxes hereinafter referred to as "pro forma income taxes"
and (iv) "after-tax cash flow" consists of pro forma income before extraordinary
items minus net gain on sale of assets (net of tax) plus depreciation,
amortization, adjustment to reflect indexing of the Convertible Subordinated
Note, and the deferred tax provision (or minus the deferred tax benefit).
Although broadcast cash flow, EBITDA before net expense (income) from TBA fees
and after-tax cash flow are not measures of performance or liquidity calculated
in accordance with generally accepted accounting principles ("GAAP"), management
believes that these measures are useful to an investor in evaluating the Company
because they are widely used in the broadcast industry to measure a radio
company's operating performance. Nevertheless, none of these measures should be
considered in isolation or as a substitute for operating income, cash flows from
operating activities or any other measure for determining the Company's
operating performance or liquidity that is calculated in accordance with GAAP.
Moreover, because these measures are not calculated in accordance with GAAP,
they are not necessarily comparable to similarly titled measures employed by
other companies.
Unless otherwise indicated, pro forma results of operations for the year
ended September 30, 1998 give effect to the following transactions as if each
had occurred on October 1, 1997:
- the Recapitalization of the Company, effecting a 185 for one stock split
and the exchange of the Company's prior common stock for Class A Common
Stock and Class B Common Stock described on page 17,
- the Completed Transactions described on pages 22 through 24,
- the CBS Transactions described on page 22,
- the S Corporation Distribution described on pages 17 through 19 and the
1998 Tax Distribution described on page 15,
i
<PAGE> 5
- the ECI Purchase described on page 69,
- the Chase Conversion described on pages 17 through 19, and
- the Offering and the application of the net proceeds to the Company
described in "Use of Proceeds."
Pro forma balance sheet data as of September 30, 1998 give effect to any
such events not yet consummated on that date as if each had occurred on that
date.
Unless otherwise indicated, this Prospectus assumes no exercise of the
Underwriters' over-allotment option.
The First Boston Transaction, the Tampa Transaction and the Completed
Transactions (other than the WREN-AM Transaction) have been completed, and the
Recapitalization, the ECI Purchase, the 1998 Tax Distribution and the Chase
Conversion will be completed prior to the Offering. The S Corporation
Distribution has been declared to be effective concurrently with the Offering
but will be paid after the Offering. The Second Boston Transaction and the
WREN-AM Transaction will be completed after the Offering. The Recapitalization,
the S Corporation Distribution, the ECI Purchase and the Chase Conversion are
contingent upon the Offering, while the WREN-AM Transaction, the 1998 Tax
Distribution and the Second Boston Transaction will occur whether or not the
Offering is consummated.
FORWARD-LOOKING STATEMENTS
Certain statements made in this Prospectus under the captions "Prospectus
Summary," "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Business" and elsewhere in this
Prospectus are forward-looking statements that are not historical facts but
rather reflect the Company's current expectations concerning future results and
events. The words "believes," "expects," "intends," "plans," "anticipates,"
"likely," "will" and similar expressions identify such forward-looking
statements. These forward-looking statements are subject to risks, uncertainties
and other factors, some of which are beyond the Company's control, that could
cause actual results to differ materially from those forecast or anticipated in
such forward-looking statements.
Such risks, uncertainties and factors include, but are not limited to: (i)
the highly competitive nature of, and new technologies in, the radio
broadcasting industry; (ii) the Company's dependence upon its Seattle radio
stations; (iii) the risks associated with the Company's acquisition strategy;
(iv) the continued control of the Company by Joseph M. Field and David J. Field;
(v) the Company's vulnerability to changes in federal legislation or FCC
regulatory policy; and (vi) the other factors described in "Risk Factors."
Readers are cautioned not to place undue reliance on these forward-looking
statements which reflect management's view only as of the date of this
Prospectus. The Company undertakes no obligation to update such statements or
publicly release the result of any revisions to these forward-looking statements
which it may make to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
ii
<PAGE> 6
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and financial statements,
including the notes thereto, appearing elsewhere in this Prospectus.
THE COMPANY
Entercom, founded in 1968, is the sixth largest radio broadcasting company
in the United States, based on pro forma 1997 gross revenues. The Company owns
and operates 42 stations, 25 FM and 17 AM, in eight markets, including five of
the country's top 30 radio advertising markets. The Company has built the
largest radio station clusters, based on gross revenues, in Seattle and Kansas
City, and one of the three largest clusters in Boston, Portland, Sacramento and
Rochester. On a pro forma basis, the Company would have had net revenues of
$171.4 million, operating income of $27.0 million and pro forma income before
extraordinary items of $7.5 million for the year ended September 30, 1998. In
addition, pro forma broadcast cash flow (as defined in "Certain Definitions")
during the same period would have been $50.8 million.
The Company's net revenues and broadcast cash flow have grown significantly
on both a total and same-station basis. Over the past three fiscal years, net
revenues grew at a compound annual rate of 68.4% from an actual $35.9 million in
fiscal 1995 to a pro forma $171.4 million in fiscal 1998. Broadcast cash flow
grew at a compound annual rate of 62.7% from an actual $11.8 million in fiscal
1995 to a pro forma $50.8 million in fiscal 1998. During this same period the
Company's same station net revenues and broadcast cash flow grew at average
annual rates of 15.0% and 36.4%, respectively. In addition, the Company's
after-tax cash flow (as defined in "Certain Definitions") grew at a compound
annual rate of 97.2% from an actual $4.2 million in fiscal 1995 to a pro forma
$32.2 million in fiscal 1998.
The Company has built a highly consolidated portfolio of radio stations
concentrated primarily in top 30 markets with above average growth
characteristics. The Company generated 94.0% of its pro forma fiscal 1998 net
revenues from the five top 30 markets in which it operates. Radio advertising
revenues in these five markets have grown at an average annual rate of 11.3%
from 1992 to 1997, which exceeded the average annual growth rate of both the
aggregate radio industry and the top 30 markets. Furthermore, the Company
generated 98.7% of its pro forma fiscal 1998 net revenues from superduopolies,
which the Company defines as clusters of four or more stations in one market.
Management believes that Entercom's superduopolies enable the Company to (i)
amass greater resources to penetrate and capture additional local radio
advertising revenues, (ii) consolidate administrative, engineering and
management functions to reduce costs and (iii) be more flexible in adjusting
formats to serve changing listener needs. In addition, the Company believes that
superduopolies enhance its stations' ability to compete for advertising and
promotional dollars with other media, including television and newspaper.
The following table sets forth certain information about the markets in
which the Company operates:
<TABLE>
<CAPTION>
1992-1997 1997
1997 RADIO MARKET COMPANY'S STATIONS COMPANY
RADIO MARKET AVERAGE ------------------- MARKET
MARKET(1) REVENUE RANK(2) REVENUE GROWTH(2) FM AM TOTAL REVENUE SHARE(2)
- --------- --------------- ----------------- -- -- ----- ----------------
<S> <C> <C> <C> <C> <C> <C>
Boston................ 10 13.7% 2 3 5 19.4%(3)
Seattle(4)............ 13 10.5 5(4) 3 8(4) 40.4(4)
Portland.............. 21 11.8 4 3 7 25.8
Sacramento............ 28 6.7 4 1 5 20.9
Kansas City........... 29 11.3 3 4 7 33.8
--- --- --
Top 30 Markets...... 18 14 32
Rochester............. 55 8.1 3 1 4 21.7
Gainesville/Ocala..... 124 6.5 2 0 2 23.8
Longview/Kelso........ n/a n/a 2 2 4 n/a
--- --- --
All Markets......... 25 17 42
</TABLE>
- ---------------
(1) The Company's stations are in some instances licensed to communities other
than the named principal community for the market.
(2) Source: Duncan's.
(3) Does not include the revenues of WWTM-AM, which competes in the adjacent
Worcester market.
(4) The Company also sells substantially all the advertising time of a sixth FM
station under a joint sales agreement, and the revenues from such sales are
included in 1997 Company Market Revenue Share.
1
<PAGE> 7
ACQUISITION STRATEGY
The Company, through a disciplined acquisition strategy, seeks to (i) build
market leading clusters of stations principally in large growth markets and (ii)
acquire underdeveloped properties that offer the potential for significant
improvements in revenues and broadcast cash flow through the application of the
Company's operational, administrative and/or engineering expertise. As part of
its strategy, the Company has strategically redeployed its asset base by
swapping relatively mature stations in markets where the Company believed it
would be difficult to build leading station clusters in exchange for
underperforming stations in other markets that management believed offered
stronger growth and clustering opportunities. For example, in 1997 the Company
exchanged one station in Houston plus $5.0 million for three stations in Seattle
and four stations in Kansas City. The Seattle acquisitions solidified the
Company's position as the leading radio operator in that market while the four
stations acquired in Kansas City enabled the Company to enter a new large market
with a significant presence.
The Company has a track record of structuring acquisitions in creative
ways, including being a pioneer of multi-party station swaps. Since October 1,
1996, the Company, in 21 transactions, has acquired or agreed to acquire 37
radio stations and has divested or agreed to divest, for strategic reasons, 11
radio stations. As a result of these transactions, the Company has divested its
stand-alone stations while establishing the largest clusters in Seattle and
Kansas City and building superduopolies in Boston, Portland, Sacramento and
Rochester. The Company believes that its proven record of consummating creative
transactions with many of the leading radio broadcast companies positions it
well to continue to participate in the consolidation occurring in its industry.
OPERATING STRATEGY
The principal components of the Company's operating strategy are set forth
below.
- DEVELOP MARKET LEADING STATION CLUSTERS. The Company has built one of
the three leading clusters in each of its eight markets. To enhance its
competitive position, the Company strategically aligns its stations
within each market to optimize their performance, both individually and
collectively. The Company seeks to maximize the ratings, revenue and
broadcast cash flow of its radio stations by tailoring their programming
to optimize aggregate audience delivery.
- ENHANCE OPERATIONS OF NEWLY ACQUIRED UNDERPERFORMING STATIONS. The
Company has built a long-term track record of acquiring and developing
underperforming stations enabling the Company to achieve superior
same-station revenue and broadcast cash flow growth over the past several
years. The Company's current portfolio of stations includes a significant
number of recently acquired stations which management believes are
underdeveloped. In the aggregate, 33 of these stations which the Company
commenced operating since January 1, 1997 operated at a broadcast cash
flow margin of 22.2% during the year ended September 30, 1998. By
comparison, in the aggregate, the nine stations which the Company
commenced operating prior to 1997 operated at a broadcast cash flow
margin of 46.2% during the year ended September 30, 1998.
- BUILD STRONGLY-BRANDED FRANCHISES. The Company analyzes market research
and competitive factors to identify the format opportunity, music
selection and rotation, presentation and other key programming attributes
that it believes will best position each station to develop a distinctive
identity and to strengthen the stations' local "brand" or "franchise"
value. The Company believes that this will enable it to maximize audience
share and consequently, its revenues and broadcast cash flow.
- LEVERAGE STATION CLUSTERS TO CAPTURE GREATER SHARE OF ADVERTISING
REVENUE. The Company believes radio will continue to gain revenue share
from other media by capitalizing on its enhanced competitive platform. As
a result of deregulation in the radio broadcasting industry, operators
can now create radio station clusters that have the critical mass of
audience reach and marketing resources necessary to pursue incremental
advertising and promotional revenues more aggressively. The Company has
begun to capitalize on this opportunity by developing specialized teams
in Seattle, Portland, Sacramento and Kansas City to work with
non-traditional radio advertisers to create and develop marketing
programs and solutions.
2
<PAGE> 8
- MAXIMIZE TECHNICAL CAPABILITIES. The Company seeks to operate stations
with the strongest signals in their respective markets. In addition, the
Company, on various occasions, has identified opportunities to acquire
and upgrade low-powered or out-of-market stations and transform them into
competitive signals, thus increasing their value significantly.
- RECRUIT, DEVELOP, MOTIVATE AND RETAIN SUPERIOR EMPLOYEES. The Company
believes that station operators differentiate themselves from their peers
primarily through their ability to recruit, develop, motivate and retain
superior management, programming and sales talent. Accordingly, the
Company strives to establish a compelling corporate culture that is
attractive to high performers.
COMPLETED TRANSACTIONS AND CBS TRANSACTIONS
Since October 1, 1996, the Company, in 21 transactions, has acquired or
agreed to acquire 37 radio stations and, for strategic reasons, has divested or
agreed to divest, 11 radio stations. These transactions consist of the Completed
Transactions and the CBS Transactions. See "Completed Transactions" for a
complete list of the Completed Transactions.
In August 1998, the Company entered into three agreements with CBS Radio,
Inc. ("CBS") to: (i) purchase WRKO-AM and WEEI-AM in Boston for $82.0 million in
cash (the "First Boston Transaction"); (ii) sell WLLD-FM and WYUU-FM in Tampa
for $75.0 million in cash (the "Tampa Transaction"); and (iii) purchase WAAF-FM
and WEGQ-FM in Boston and WWTM-AM in Worchester for $58.0 million in cash (the
"Second Boston Transaction" and, together with the First Boston Transaction, the
"Boston Transactions"). Collectively, the Tampa Transaction and the Boston
Transactions are referred to as the "CBS Transactions." The Boston Transactions
will enable the Company to establish a strong Boston presence with a 19.4%
market revenue share. The First Boston Transaction closed on December 11, 1998,
and the Tampa Transaction closed on December 22, 1998. The Company anticipates
that the Second Boston Transaction will close by August 1999. The Company began
operating the Boston stations, and CBS began operating the Tampa stations, each
under TBAs in September 1998. See "CBS Transactions."
RISK FACTORS
Prospective purchasers of Class A Common Stock should consider carefully
all of the information set forth in this Prospectus and, in particular, should
evaluate the specific factors set forth under the caption "Risk Factors"
beginning on page 10 of this Prospectus. These factors include, among other
things: (i) the highly competitive nature of, and new technologies in, the radio
broadcasting industry; (ii) the Company's dependence upon its Seattle radio
stations; (iii) the risks associated with the Company's acquisition strategy;
(iv) continued control of the Company by Joseph M. Field and David J. Field; (v)
the Company's vulnerability to changes in federal legislation or FCC regulatory
policy; and (vi) the other factors described in "Risk Factors."
3
<PAGE> 9
THE OFFERING
Class A Common Stock offered
hereby(1)................... 10,300,000 shares by the Company
550,000 shares by the Selling Shareholder
--------------------------------------------
10,850,000 shares of Class A Common Stock
--------------------------------------------
--------------------------------------------
Common Stock to be outstanding
after the Offering(2)......... 22,584,245 shares of Class A Common Stock
10,531,805 shares of Class B Common Stock
3,119,708 shares of Class C Common Stock
--------------------------------------------
36,235,758 shares of Common Stock
--------------------------------------------
--------------------------------------------
Voting Rights................. The Class A Common Stock and the Class B Common
Stock vote together as a single class on all
matters submitted to a vote of shareholders.
Each share of Class A Common Stock is entitled
to one vote, and each share of Class B Common
Stock is entitled to ten votes, except (i) any
share of Class B Common Stock not voted by
either Joseph M. Field or David J. Field, in
their own right or by proxy, is entitled to
only one vote, (ii) the holders of Class A
Common Stock, voting as a separate class, are
entitled to elect two directors (the "Class A
Directors"), (iii) with respect to any proposed
"going private" transaction (as defined in Rule
13e-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act")), each
share of Class A Common Stock and Class B
Common Stock shall be entitled to one vote and
(iv) as otherwise required by law. The Class C
Common Stock has no voting rights, except as
otherwise required by law. Upon completion of
the Offering, the holders of the Class A Common
Stock will have approximately 17.7% of the
total voting power of the outstanding Common
Stock, and the Class B Common Stock will be
held solely by Joseph M. Field and David J.
Field, representing approximately 82.3% of the
total voting power of the outstanding Common
Stock. See "Risk Factors -- Control of the
Company," "Description of Capital Stock,"
"Security Ownership of Certain Beneficial
Owners" and "Selling Shareholder."
- ---------------
(1) Excludes shares of Class A Common Stock issuable pursuant to the
Underwriters' over-allotment option. The Company and the Selling Shareholder
have granted the Underwriters an over-allotment option to purchase a maximum
of 1,627,500 additional shares of Class A Common Stock, of which (assuming
an initial public offering price of $19.50 per share) 895,449 shares will be
purchased from the Company and 732,051 shares will be purchased from the
Selling Shareholder.
(2) Includes 1,282,051 shares of Class A Common Stock and 3,119,708 shares of
Class C Common Stock issued in the Chase Conversion (assuming an initial
public offering price of $19.50 per share), of which 550,000 shares of Class
A Common Stock are being sold by the Selling Shareholder. Excludes the
shares that may be purchased from the Company under the Underwriters'
over-allotment option described in note (1) above. Also excludes grants
under the Company's 1998 Equity Compensation Plan (assuming an initial
public offering price of $19.50 per share) consisting of (i) 968,027 shares
of Class A Common Stock issuable upon the exercise of options, of which
650,070 have an exercise price equal to the initial public offering price
per share and 317,957 have an exercise price equal to 80% of the initial
public offering price per share, and (ii) 12,822 shares of restricted stock.
In addition, prior to the completion of the Offering, the Company may grant
options to purchase up to an additional 62,851 shares of Class A Common
Stock (assuming an initial public offering price of $19.50 per share) to
non-executive officers and other employees. See "Management -- 1998 Equity
Compensation Plan."
4
<PAGE> 10
Other Rights.................. Each class of Common Stock has the same rights
to dividends and distributions upon
liquidation. Subject to prior FCC approval in
certain circumstances, shares of Class B Common
Stock and Class C Common Stock are convertible
in whole or in part at any time into shares of
Class A Common Stock on a share-for-share
basis. Shares of Class B Common Stock
automatically convert into shares of Class A
Common Stock on a share-for-share basis upon a
transfer to any person other than a Field
Shareholder (as defined). Any shares of Class A
Common Stock owned by a Regulated Entity (as
defined) may be converted at the option of the
holder into shares of Class C Common Stock on a
share-for-share basis. See "Description of
Capital Stock."
Dividend Policy............... The Company intends to retain future earnings
for use in the Company's business and does not
anticipate declaring or paying any cash or
stock dividends on shares of its Common Stock
in the foreseeable future. In addition, the
Company's ability to declare dividends is
restricted under the Credit Facility (as
defined).
Use of Proceeds............... To repay outstanding revolving indebtedness of
the Company. See "Use of Proceeds."
Listing....................... The Class A Common Stock has been approved for
listing on the NYSE under the symbol "ETM,"
subject to official notice of issuance.
5
<PAGE> 11
SUMMARY HISTORICAL FINANCIAL DATA
The following table presents summary historical financial data of the
Company for the periods indicated. The comparability of the historical financial
data reflected herein has been significantly impacted by acquisitions and
dispositions. The information presented below is qualified in its entirety by,
and should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and the Consolidated Financial
Statements of the Company and the notes thereto included elsewhere in this
Prospectus.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SEPTEMBER 30,
----------------------------------------
1997 1998
1996 (RESTATED)(1) (RESTATED)(1)
-------- ------------- -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
OPERATING DATA:
Net revenues.............................................. $ 48,675 $ 93,862 $ 132,998
Station operating expenses................................ 31,659 61,280 88,599
Depreciation and amortization............................. 2,960 7,685 13,066
Corporate general and administrative expenses............. 2,872 3,249 4,527
Net expense (income) from TBA fees........................ (879) (476) 2,399
Operating income.......................................... 12,063 22,124 24,407
Interest expense.......................................... 5,196 11,388 14,663
Adjustment to reflect indexing of the Convertible
Subordinated Note(2).................................... -- 29,070 8,841
Gain on sale of assets.................................... 119 197,097 8,661
Income before income taxes and extraordinary items........ 7,053 177,259 9,892
Pro forma income taxes(3)................................. 2,680 78,405 7,119
Pro forma income before extraordinary items(3)............ 4,373 98,854 2,773
Pro forma earnings per share before extraordinary
items(3)(4)............................................. 0.20 4.59 0.12
Weighted average common shares outstanding -- basic(4).... 21,534 21,534 22,347
Pro forma diluted earnings per share before extraordinary
items(3)(4)............................................. 0.20 4.59 0.12
Weighted average common shares
outstanding -- diluted(4)............................... 21,534 21,534 22,347
BALANCE SHEET DATA (AT END OF PERIOD):
Cash and cash equivalents................................. $ 5,292 $ 3,626 $ 6,666
Intangibles and other assets.............................. 119,269 300,029 428,763
Total assets.............................................. 150,575 364,743 522,945
Senior debt, including current portion.................... 111,000 117,000 253,784
Total Convertible Subordinated Note, including cumulative
adjustment to reflect indexing(5)....................... 25,642 56,497 67,263
Total shareholders' equity................................ 5,079 179,019 182,970
OTHER DATA:
Broadcast cash flow(6).................................... $ 17,016 $ 32,582 $ 44,399
Broadcast cash flow margin(7)............................. 35.0% 34.7% 33.4%
EBITDA before net expense (income) from TBA fees(8)....... $ 14,144 $ 29,333 $ 39,872
After-tax cash flow(3)(9)................................. 7,923 16,590 21,028
Cash flows related to:
Operating activities.................................... 12,773 8,859 23,019
Investing activities.................................... (96,502) (13,695) (153,651)
Financing activities.................................... 87,457 3,170 133,672
</TABLE>
- ---------------
(1) Subsequent to the issuance of the Company's fiscal 1998 consolidated
financial statements, the Company retroactively restated the fiscal 1997 and
1998 consolidated financial statements to reflect the Convertible
Subordinated Note as an indexed debt instrument.
(2) The Convertible Subordinated Note contains a Put Option (as defined) which
is exercisable on or after May 21, 2001. Upon the Chase Conversion, the
amount outstanding will be converted into Class A Common Stock, Class C
Common Stock and additional paid-in capital, and no further obligation will
be due on the note. Due to the existence of the Put Option, the Company
accounts for this instrument as indexed debt. The adjustment to reflect
indexing of the Convertible Subordinated Note has been determined by
reference to the difference between the market value, determined in
accordance with the terms of the note, of the shares of Common Stock into
which the note is convertible and the sum of principal and accrued interest
on the note.
6
<PAGE> 12
(3) Throughout the periods presented, the Company had elected to be taxed under
Subchapter S of the Code and comparable provisions of certain state tax
laws. The amounts shown reflect pro forma provisions for state and federal
income taxes (at an assumed combined rate of 38% per annum), applied to
income before income taxes and extraordinary items, excluding the effect of
the adjustment to reflect indexing of the Convertible Subordinated Note, as
if the Company had been taxed under Subchapter C of the Code throughout the
periods presented. The Company intends to revoke its election to be taxed as
an S Corporation prior to the consummation of the Offering.
(4) Reflects the effect of the 185 for one stock split to be effected as part of
the Recapitalization.
(5) Includes (i) $25.0 million, the principal amount of the Convertible
Subordinated Note, (ii) the accrued interest on the note through such date
and (iii) the cumulative effect of the adjustment to reflect indexing of the
Convertible Subordinated Note, recorded through such date. Upon the Chase
Conversion, the amount outstanding will be converted into Class A Common
Stock, Class C Common Stock and additional paid-in capital, and no further
obligation will be due on the note.
(6) Broadcast cash flow consists of operating income before depreciation,
amortization, net expense (income) from TBA fees and corporate expenses.
Although broadcast cash flow is not a measure of performance or liquidity
calculated in accordance with GAAP, management believes that it is useful to
an investor in evaluating the Company because it is a measure widely used in
the broadcast industry to measure a radio company's operating performance.
Nevertheless, it should not be considered in isolation or as a substitute
for operating income, cash flows from operating activities or any other
measure for determining the Company's operating performance or liquidity
that is calculated in accordance with GAAP. Moreover, because broadcast cash
flow is not a measure calculated in accordance with GAAP, this measure is
not necessarily comparable to similarly titled measures employed by other
companies.
(7) Broadcast cash flow margin represents broadcast cash flow as a percentage of
net revenue.
(8) EBITDA before net expense (income) from TBA fees consists of operating
income before depreciation, amortization and net expense (income) from TBA
fees. Although EBITDA before net expense (income) from TBA fees is not a
measure of performance or liquidity calculated in accordance with GAAP,
management believes that it is useful to an investor in evaluating the
Company because it is a measure widely used in the broadcast industry to
measure a radio company's operating performance. Nevertheless, it should not
be considered in isolation or as a substitute for operating income, cash
flows from operating activities or any other measure for determining the
Company's operating performance or liquidity that is calculated in
accordance with GAAP. Moreover, because EBITDA before net expense (income)
from TBA fees is not a measure calculated in accordance with GAAP, this
measure is not necessarily comparable to similarly titled measures employed
by other companies.
(9) After-tax cash flow consists of pro forma income before extraordinary items
minus net gain on sale of assets (net of tax) and plus depreciation,
amortization, adjustment to reflect indexing of the Convertible Subordinated
Note and the deferred tax provision (or minus the deferred tax benefit).
Although after-tax cash flow is not a measure of performance or liquidity
calculated in accordance with GAAP, management believes that it is useful to
an investor in evaluating the Company because it is a measure widely used in
the broadcast industry to measure a radio company's operating performance.
Nevertheless, it should not be considered in isolation or as a substitute
for operating income, cash flows from operating activities or any other
measure for determining the Company's operating performance or liquidity
that is calculated in accordance with GAAP. Moreover, because after-tax cash
flow is not a measure calculated in accordance with GAAP, this measure is
not necessarily comparable to similarly titled measures employed by other
companies.
7
<PAGE> 13
SUMMARY PRO FORMA FINANCIAL DATA
The following table presents summary historical and pro forma financial
data of the Company for the periods indicated. The pro forma operating and other
data reflect adjustments to the summary historical data of the Company to
illustrate the effects of the Recapitalization, the Completed Transactions, the
CBS Transactions, the S Corporation Distribution, the 1998 Tax Distribution, the
ECI Purchase, the Chase Conversion, the Offering and the application of the net
proceeds therefrom as described in "Use of Proceeds" as if each had occurred on
October 1, 1997. The pro forma balance sheet data as of September 30, 1998 give
effect to any such events not yet consummated on that date as if each had
occurred on that date. The summary pro forma financial data are not necessarily
indicative of either future results of operations or the results that would have
occurred if those transactions had been consummated on the indicated dates. The
following financial information should be read in conjunction with the
Consolidated Financial Statements of the Company, "Unaudited Pro Forma Financial
Information" and, in each case, the related notes thereto included elsewhere in
this Prospectus.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
SEPTEMBER 30, 1998
--------------------------
HISTORICAL
(RESTATED)(1) PRO FORMA
------------- ---------
(IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
OPERATING DATA:
Net revenues.............................................. $132,998 $171,415
Station operating expenses................................ 88,599 120,623
Depreciation and amortization............................. 13,066 19,295
Corporate general and administrative expenses............. 4,527 4,527
Net expense (income) from TBA fees........................ 2,399 --
Operating income.......................................... 24,407 26,970
Interest expense.......................................... 14,663 15,371
Adjustment to reflect indexing of the Convertible
Subordinated Note(2)................................... 8,841 --
Gain on sale of assets.................................... 8,661 161
Income before income taxes and extraordinary items........ 9,892 12,023
Pro forma income taxes(3)................................. 7,119 4,570
Pro forma income before extraordinary items(3)............ 2,773 7,453
Pro forma earnings per share before extraordinary
items(3)(4)............................................ $ 0.12 $ 0.20
Weighted average common shares outstanding -- basic(4).... 22,347 36,732
Pro forma diluted earnings per share before extraordinary
items(3)(4)............................................ 0.12 0.20
Weighted average common shares
outstanding -- diluted(4).............................. 22,347 36,732
BALANCE SHEET DATA (AT END OF PERIOD):
Cash and cash equivalents................................. $ 6,666 $ 6,666
Intangibles and other assets.............................. 428,763 564,954
Total assets.............................................. 522,945 664,163
Senior debt, including current portion.................... 253,784 223,048
Total Convertible Subordinated Note, including cumulative
adjustment to reflect indexing(5)...................... 67,263 --
Total shareholders' equity................................ 182,970 337,226
OTHER DATA:
Broadcast cash flow(6).................................... $ 44,399 $ 50,792
Broadcast cash flow margin(7)............................. 33.4% 29.6%
EBITDA before net expense (income) from TBA fees(8)....... $ 39,872 $ 46,265
After-tax cash flow(3)(9)................................. 21,028 32,158
Cash flows related to:
Operating activities................................... 23,019 30,238
Investing activities................................... (153,651) (212,536)
Financing activities................................... 133,672 185,228
</TABLE>
8
<PAGE> 14
- ---------------
(1) Subsequent to the issuance of the Company's fiscal 1998 consolidated
financial statements, the Company retroactively restated the fiscal 1997 and
1998 consolidated financial statements to reflect the Convertible
Subordinated Note as an indexed debt instrument.
(2) The Convertible Subordinated Note contains a Put Option which is exercisable
on or after May 21, 2001. Upon the Chase Conversion, the amount outstanding
will be converted into Class A Common Stock, Class C Common Stock and
additional paid-in capital, and no further obligation will be due on the
note. Due to the existence of the Put Option, the Company accounts for this
instrument as indexed debt. The adjustment to reflect indexing of the
Convertible Subordinated Note has been determined by reference to the
difference between the market value, determined in accordance with the terms
of the note, of the shares of Common Stock into which the note is
convertible and the sum of principal and accrued interest on the note.
(3) Throughout the periods presented, the Company had elected to be taxed under
Subchapter S of the Code and comparable provisions of certain state tax
laws. The amounts shown reflect pro forma provisions for state and federal
income taxes (at an assumed combined rate of 38% per annum), applied to
income before income taxes and extraordinary items, excluding the effect of
the adjustment to reflect indexing of the Convertible Subordinated Note, as
if the Company had been taxed under Subchapter C of the Code throughout the
periods presented. The Company intends to revoke its election to be taxed as
an S Corporation prior to the consummation of the Offering.
(4) Reflects the effect of the 185 for one stock split to be effected as part of
the Recapitalization.
(5) Includes (i) $25.0 million, the principal amount of the Convertible
Subordinated Note, (ii) the accrued interest on the note through such date
and (iii) the cumulative effect of the adjustment to reflect indexing of the
Convertible Subordinated Note, recorded through such date. Upon the Chase
Conversion, the amount outstanding will be converted into Class A Common
Stock, Class C Common Stock and additional paid-in capital, and no further
obligation will be due on the note.
(6) Broadcast cash flow consists of operating income before depreciation,
amortization, net expense (income) from TBA fees and corporate expenses.
Although broadcast cash flow is not a measure of performance or liquidity
calculated in accordance with GAAP, management believes that it is useful to
an investor in evaluating the Company because it is a measure widely used in
the broadcast industry to measure a radio company's operating performance.
Nevertheless, it should not be considered in isolation or as a substitute
for operating income, cash flows from operating activities or any other
measure for determining the Company's operating performance or liquidity
that is calculated in accordance with GAAP. Moreover, because broadcast cash
flow is not a measure calculated in accordance with GAAP, this measure is
not necessarily comparable to similarly titled measures employed by other
companies.
(7) Broadcast cash flow margin represents broadcast cash flow as a percentage of
net revenue.
(8) EBITDA before net expense (income) from TBA fees consists of operating
income before depreciation, amortization and net expense (income) from TBA
fees. Although EBITDA before net expense (income) from TBA fees is not a
measure of performance or liquidity calculated in accordance with GAAP,
management believes that it is useful to an investor in evaluating the
Company because it is a measure widely used in the broadcast industry to
measure a radio company's operating performance. Nevertheless, it should not
be considered in isolation or as a substitute for operating income, cash
flows from operating activities or any other measure for determining the
Company's operating performance or liquidity that is calculated in
accordance with GAAP. Moreover, because EBITDA before net expense (income)
from TBA fees is not a measure calculated in accordance with GAAP, this
measure is not necessarily comparable to similarly titled measures employed
by other companies.
(9) After-tax cash flow consists of pro forma income before extraordinary items
minus net gain on sale of assets (net of tax) and plus depreciation,
amortization, adjustment to reflect indexing of the Convertible Subordinated
Note and the deferred tax provision (or minus the deferred tax benefit).
Although after-tax cash flow is not a measure of performance or liquidity
calculated in accordance with GAAP, management believes that it is useful to
an investor in evaluating the Company because it is a measure widely used in
the broadcast industry to measure a radio company's operating performance.
Nevertheless, it should not be considered in isolation or as a substitute
for operating income, cash flows from operating activities or any other
measure for determining the Company's operating performance or liquidity
that is calculated in accordance with GAAP. Moreover, because after-tax cash
flow is not a measure calculated in accordance with GAAP, this measure is
not necessarily comparable to similarly titled measures employed by other
companies.
9
<PAGE> 15
RISK FACTORS
This Prospectus contains forward-looking statements. The words
"anticipate," "believe," "expect," "plan," "intend," "estimate," "project,"
"foresee," "will," "could," "may" and similar expressions are intended to
identify such forward-looking statements. Such statements reflect the Company's
current views with respect to future events and financial performance and
involve risks and uncertainties, including without limitation the risks
described in "Risk Factors." Should one or more of these risks or uncertainties
occur, or should underlying assumptions prove incorrect, actual results may vary
materially from those indicated. Investors should consider carefully the
following risk factors, in addition to the other information contained in this
Prospectus, before purchasing the shares of Class A Common Stock offered hereby.
COMPETITION
Radio broadcasting is a highly competitive business. The Company's radio
stations compete for audiences and advertising revenues within their respective
markets directly with other radio stations, as well as with other media, such as
newspapers, magazines, television, outdoor advertising and direct mail. Audience
ratings and market shares are subject to change, and any adverse change in a
particular market could have a material adverse effect on the revenue of
stations located in that market. While the Company already competes in some of
its markets with other stations with similar programming formats, if another
radio station in a market were to convert its programming format to a format
similar to one of the Company's stations, if a new station were to adopt a
comparable format or if an existing competitor were to strengthen its
operations, the Company's stations could suffer a reduction in ratings and/or
advertising revenue and could incur increased promotional and other expenses.
Other radio broadcasting companies may enter into the markets in which the
Company operates or may operate in the future. Such companies may be larger and
have more financial resources than the Company. Although the Company believes
that substantially all of its radio stations are positioned to compete
effectively in their respective markets, there can be no assurance that any such
station will be able to maintain or increase its current audience ratings and
advertising revenues.
BUSINESS RISKS
Future operations are further subject to many business risks which could
have a material adverse effect on the Company. These variables include the
following: economic conditions, both generally and relative to the radio
broadcasting industry; shifts in population and other demographics; the level of
competition for advertising dollars with other radio stations, television
stations and other entertainment and communications media; fluctuations in
operating costs; technological changes and innovations; changes in labor
conditions; and changes in governmental regulations and policies and actions of
federal regulatory bodies, including the United States Department of Justice
("DOJ"), the Federal Trade Commission (the "FTC") and the FCC. Given the
inherent unpredictability of these variables, the Company cannot, with any
degree of certainty, predict what effect, if any, these variables will have on
future operations.
NEW TECHNOLOGIES
Radio broadcasting is subject to competition from new media technologies
that are being developed or introduced, including, without limitation, the
delivery of audio programming by cable television systems, digital audio radio
services ("DARS"), the Internet, satellite, television, personal communications
services ("PCS") and the possible authorization by the FCC of a new service of
microbroadcasting (low powered, limited coverage radio stations). DARS plans to
deliver by satellite to nationwide audiences multi-channel, multi-format digital
radio services with sound quality equivalent to compact discs. The Company
cannot predict the effect, if any, that any such new technology may have on the
radio broadcasting industry or the Company. See "Business -- Competition;
Changes in Broadcasting Industry."
10
<PAGE> 16
IMPORTANCE OF SEATTLE RADIO STATIONS
In the fiscal year ended September 30, 1998, the Company's eight radio
stations in Seattle and the activities of the Company pursuant to a joint sales
agreement ("JSA") for a ninth radio station generated approximately 47.6% of the
Company's net revenues and 52.7% of the Company's broadcast cash flow. On a pro
forma basis after giving effect to the Completed Transactions and the CBS
Transactions, the Seattle radio stations would have generated approximately
36.7% of the Company's net revenues and 44.1% of the Company's broadcast cash
flow in the fiscal year ended September 30, 1998. A significant decline in net
revenues and broadcast cash flow from the Company's stations in this market, as
a result of a ratings decline or otherwise, could have a material adverse effect
on the Company's financial position, results of operations and cash flows. In
addition, given the relatively high percentage of the Company's total revenue
and broadcast cash flow derived from the Seattle area, adverse events or
conditions that affect the Seattle economy could have a more adverse effect on
the profitability of the Company than if the Company's operations were more
geographically diverse.
RISKS OF ACQUISITION STRATEGY
The Company pursues growth, in part, through the acquisition of individual
radio stations and groups of radio stations. Consummation of future acquisitions
is subject to various conditions, including the FCC and other regulatory
approval, and intense scrutiny under federal and state antitrust laws. The
Company cannot predict whether it will be successful in identifying future
acquisition opportunities, consummating such acquisitions or what the
consequences of any acquisitions will be. Accordingly, no assurances can be
given that any pending or future acquisitions will be consummated or that, if
completed, they will be successful. The Company's acquisition strategy involves
numerous risks, including increasing debt service requirements, difficulties in
the integration of operations and systems and the management of a large and
geographically diverse group of stations, the diversion of management's
attention from other business concerns and the potential loss of key employees
of acquired stations. There can be no assurance that the Company's management
will be able to manage effectively the resulting business or that such
acquisitions will benefit the Company. Depending on the nature, size and timing
of future acquisitions, the Company may be required to raise additional
financing necessary to consummate the future acquisitions. There can be no
assurance that such financing will be permitted under the agreements that govern
the outstanding indebtedness of the Company or any other loan agreements or
indebtedness to which the Company may become a party. Moreover, there can be no
assurance that such additional financing will be available to the Company on
terms acceptable to its management. Radio broadcasting is a rapidly
consolidating industry, with many companies seeking to consummate acquisitions
and increase their market share. In this environment, the Company competes and
will continue to compete with many other buyers for the acquisition of radio
stations. Some of those competitors may be able to outbid the Company for
acquisitions because they have greater financial resources. As a result of these
and other factors, there can be no assurance that future acquisitions will be
available on attractive terms. The Company's failure to implement its
acquisition strategy as a result of the factors described above, or for any
reasons, could have a material adverse effect on the value of the Class A Common
Stock or the Company's operations as a whole. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."
CONTROL OF THE COMPANY
Upon completion of the Offering, the purchasers of the Class A Common Stock
offered hereby will own approximately 48.0% of the outstanding Class A Common
Stock, representing approximately 8.5% of the total voting power of the
outstanding Common Stock (53.1% of the outstanding Class A Common Stock,
representing 9.7% of the total voting power if the Underwriters' over-allotment
option is exercised in full). Upon completion of the Offering, Joseph M. Field,
the Company's Chairman of the Board and Chief Executive Officer and David J.
Field, the Company's President and Chief Operating Officer, will beneficially
own all of the outstanding Class B Common Stock, representing approximately
82.3% of the total voting power of the outstanding Common Stock (81.8% of the
total voting power if the Underwriters' over-allotment option is exercised in
full). In addition, and subject to the successful completion of the Offering,
assuming an initial
11
<PAGE> 17
public offering price of $19.50 per share, Joseph M. Field has options to
purchase 256,411 shares of Class A Common Stock, and David J. Field has options
to purchase 153,847 shares of Class A Common Stock; none of these options are
currently vested. Shares of Class B Common Stock are transferable only to Field
Shareholders, and upon any other transfer they convert automatically into shares
of Class A Common Stock on a share-for-share basis. Shares of Class B Common
Stock shall be entitled to ten votes only when they are voted by Joseph M. Field
or David J. Field, subject to certain exceptions where they are entitled to one
vote. In addition, Joseph M. Field and David J. Field collectively have voting
power over 2,812,799 shares of Class A Common Stock as trustees of five trusts.
Joseph M. Field will be able to control the vote on all matters submitted to the
vote of shareholders and therefore, will be able to direct the management and
policies of the Company, except with respect to those matters where the shares
of Class B Common Stock are only entitled to one vote and those matters
requiring a class vote under the provisions of the Company's Articles of
Incorporation, bylaws or applicable law, including, without limitation, the
election of the two Class A directors. In addition, without the approval of
Joseph M. Field, the Company will be unable to consummate transactions involving
an actual or potential change of control of the Company, including transactions
in which the holders of Class A Common Stock might otherwise receive a premium
for their shares over then current market prices. See "Security Ownership of
Certain Beneficial Owners," and "Description of Capital Stock."
ABILITY TO INCUR SUBSTANTIAL INDEBTEDNESS
The Company has the ability to incur indebtedness that is substantial in
relation to its shareholders' equity. As of September 30, 1998, on a pro forma
basis, the Company would have had approximately $223.0 million in long-term
indebtedness (less current portions) and shareholders' equity of approximately
$337.2 million. Under the Credit Facility, the Company can currently borrow up
to $350.0 million, subject to compliance with certain financial ratios and
covenants. See "Capitalization," and "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."
If the Company were to incur a substantial amount of indebtedness under the
Credit Facility, it could have several important consequences to the holders of
Class A Common Stock, including, but not limited to, the following: (i) a
substantial portion of the Company's cash flow from operations could be
dedicated to debt service and would not be available for other purposes,
including for funding future expansion and ongoing capital expenditures; (ii)
the Company's ability to obtain additional financing for working capital,
capital expenditures, acquisitions and general corporate or other purposes could
be impaired; (iii) the Company's leveraged position and the covenants contained
in the Credit Facility could limit the Company's ability to compete, expand and
make capital improvements; (iv) the Company's level of indebtedness could make
it more vulnerable to economic downturns, limit its ability to withstand
competitive pressures and reduce its flexibility in responding to changing
business and economic conditions and (v) certain restrictive covenants contained
in the Credit Facility could limit the ability of the Company to pay dividends
and make other distributions to its shareholders.
EFFECT OF RESTRICTIVE COVENANTS
The Credit Facility contains certain covenants that restrict, among other
things, the ability of the Company to incur additional indebtedness, derive over
60% of its aggregate broadcast cash flow from any one market, acquire radio
stations that are not located in either one of the top 75 markets or in a market
in which the Company has existing operations, incur capital expenditures, make
investments exceeding a defined limit, pay dividends or make certain other
restricted payments, incur liens, consummate certain asset sales, enter into
certain transactions with affiliates, merge or consolidate with any other person
or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of the assets of the Company. In addition, all of the assets
and the stock of the Company's subsidiaries are pledged to secure the debt under
the Credit Facility. The Credit Facility requires that the Company maintain
specified financial ratios; the ability of the Company to meet these financial
ratios can be affected by events beyond its control and there can be no
assurance that the Company will meet those ratios. A breach of any of these
covenants could result in a default under the Credit Facility. Upon an event of
default under the Credit Facility, the lenders thereunder could elect to declare
all amounts outstanding thereunder, together with accrued interest, to be
immediately due and
12
<PAGE> 18
payable. If the Company were unable to repay those amounts, the lenders
thereunder could proceed against the collateral granted to them to secure that
indebtedness. Any such event of default, therefore, could have a material
adverse effect on the Company. Even if the Company is able to comply with the
restrictive covenants contained in the Credit Facility, such covenants could
limit the Company's ability to capitalize on opportunities that would otherwise
be advantageous. In addition, the Credit Facility, in certain circumstances,
requires that the Company apply excess cash flow from operations, net proceeds
from asset sales, net equity proceeds and insurance proceeds to reduce
permanently the amount available under the Credit Facility. Pursuant to the
terms of the Credit Facility, the Offering would constitute an event requiring a
permanent reduction in the principal amount of the Credit Facility. The Company
has received a waiver of this provision with respect to the Offering. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources," and "Description of Capital
Stock."
RADIO BROADCASTING INDUSTRY AND ECONOMIC CONDITIONS
The profitability of the Company's radio stations is subject to various
factors that influence the radio broadcasting industry as a whole. The Company's
radio stations may be affected by numerous factors, including changes in
audience tastes, competition from other radio stations and other communications
and entertainment media, priorities of advertisers, new laws, governmental
regulations and policies, changes in broadcast technical requirements,
technological changes and proposals to eliminate the tax deductibility of
expenses incurred by advertisers. The Company cannot predict which, if any, of
these or other factors might have a significant impact on the radio broadcasting
industry in the future, nor can it predict what impact, if any, the occurrence
of these or other events might have on the Company's operations. Generally,
advertising tends to decline during economic recession or downturn.
Consequently, the Company's advertising revenue is likely to be adversely
affected by a recession or downturn in the United States economy, the economy of
an individual geographic market in which the Company owns or operates radio
stations or other events or circumstances that adversely affect advertising
activity. See "-- Importance of Seattle Radio Stations."
GOVERNMENTAL REGULATION OF BROADCASTING INDUSTRY
The radio broadcasting industry is subject to extensive federal regulation
by the FCC under the Communications Act of 1934, as amended (the "Communications
Act"), that, among other things, requires approval by the FCC for the issuance,
renewal, transfer of control and assignment of broadcasting station operating
licenses and limits the number of broadcasting properties that the Company may
acquire in any market. In addition, the Communications Act and FCC rules impose
limitations on alien ownership and voting of the capital stock of, and
participation in the affairs of, the Company. The Company's business is
dependent upon maintaining its broadcasting licenses issued by the FCC, which
are ordinarily issued for a maximum term of eight years. Although it is rare for
the FCC to deny a license renewal application, there can be no assurance that
the future renewal applications of the Company will be approved or that such
renewals will not include conditions or qualifications that could adversely
affect the Company. The non-renewal, or renewal with substantial conditions or
modifications, of one or more of the Company's licenses could have a material
adverse effect on the Company. Moreover, governmental regulations and policies
may change over time and there can be no assurance that such changes would not
have a material adverse impact upon the Company.
As a result of the passage of the Telecommunications Act of 1996 (the
"Telecom Act"), radio broadcasting companies were permitted to increase their
ownership of stations within a single radio market from a maximum of four to a
maximum of between five and eight stations, depending on market size. The
Telecom Act creates significant new opportunities for broadcasting companies but
also creates uncertainties as to how the FCC and the courts will enforce and
interpret the Telecom Act. Compliance with the FCC's multiple ownership rules
may cause the Company and other radio broadcasters to forego acquisition
opportunities that they might otherwise wish to pursue. Compliance with these
rules by third parties may also have a significant impact on the Company by, for
example, precluding the consummation of swap transactions that would cause such
third parties to violate multiple ownership limitations. The consummation of
radio broadcasting acquisitions requires prior approval of the FCC with respect
to the transfer of control or
13
<PAGE> 19
assignment of the broadcast licenses of the acquired stations. There can be no
assurance that the FCC will approve future or pending acquisitions or
dispositions by the Company or will not impose conditions or qualifications in
connection with such acquisitions or dispositions by the Company. As a result of
the recent consolidation of ownership in the radio broadcast industry, the DOJ
has been giving closer scrutiny to acquisitions in the industry. The DOJ has
stated publicly that it has established certain revenue and audience share
concentration benchmarks with respect to radio station acquisitions, above which
a transaction may receive additional antitrust scrutiny. However, to date, the
DOJ has also investigated transactions that do not meet or exceed these
benchmarks and has cleared transactions that do exceed the benchmarks. The FCC
is also reviewing applications for transfers and assignment of licenses in
instances where a proposed transaction would result in a high degree of revenue
concentration. Although the Company has not encountered any problems in
receiving clearance under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act") and does not believe that its acquisition
strategy as a whole will be adversely affected in any material respect by
antitrust review or by divestitures that the Company may have to make as a
result of antitrust review, there can be no assurance that this will continue to
be the case.
The number of radio stations the Company may acquire in any market under
FCC rules may also vary depending upon whether the interests in other radio
stations or certain other media properties of certain persons or entities
affiliated with the Company are attributable to those persons or entities under
FCC rules. Under the FCC's cross-interest policy, the FCC in certain instances
may prohibit one party from acquiring an attributable interest in one media
outlet and a substantial non-attributable economic interest in another media
outlet in the same market, thereby prohibiting a particular acquisition by the
Company. The FCC generally applies its ownership limits to "attributable"
interests held by an individual, corporation, partnership or other association.
The interests of the Company's officers, directors, and shareholders who have
the right to vote 5% or more of the Company's voting stock are generally
attributable to the Company. If any such attributable broadcast interests
overlap with the Company's directly-held radio broadcast interests in the
Company's markets, such interests are combined with the Company's interests in
such markets when determining compliance with the multiple ownership
limitations. In addition, under the FCC's "one-to-a-market" rule, a party may
not have attributable interests in radio stations and a television station in
the same market unless a waiver is granted by the FCC. Although the Company's
current officers, directors and shareholders who have the right to vote 5% or
more of the Company's voting stock do not have attributable broadcast interests
limiting the number of radio stations that the Company may acquire or own, there
can be no assurance that such persons will not in the future hold such
attributable interests. The FCC's attribution and ownership rules are currently
under review and changes in those rules could affect the ability of the Company
to acquire stations in certain markets in the future. See "Business -- Federal
Regulation of Radio Broadcasting -- Proposed and Recent Changes." Applications
of, or changes to, the FCC policies described above could cause the Company to
lose valuable broadcasting licenses or force the Company to divest profitable
radio stations or abandon plans to acquire new, potentially profitable radio
stations. Any such occurrences could adversely affect the Company's operations
and consequently, the value of the Class A Common Stock.
DEPENDENCE ON KEY PERSONNEL
The Company's business depends upon the continued efforts, abilities and
expertise of its executive officers and other key executives, including Joseph
M. Field, its Chairman of the Board and Chief Executive Officer; David J. Field,
its President and Chief Operating Officer; and John C. Donlevie, Esq., its
Executive Vice President, Secretary and General Counsel. The Company believes
that the loss of any of these individuals could have a material adverse effect
on the Company. See "Management."
SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS
Upon completion of the Offering (assuming an initial public offering price
of $19.50 per share), the Company will have 22,584,245 shares of Class A Common
Stock (23,479,694 shares if the Underwriters' over-allotment option is exercised
in full), 10,531,805 shares of Class B Common Stock and 3,119,708 shares of
Class C Common Stock issued and outstanding. Of these shares, the 10,850,000
shares of Class A Common Stock sold in the Offering (12,477,500 shares if the
Underwriters' over-allotment option is exercised in full) will be freely
transferable without restriction under the Securities Act by persons other than
"affiliates" of the
14
<PAGE> 20
Company within the meaning of Rule 144 promulgated under the Securities Act
("Rule 144"). The remaining 11,734,245 shares of Class A Common Stock
(11,002,194 shares if the Underwriters' over-allotment option is exercised in
full, assuming an initial public offering price of $19.50 per share) and all
shares of Class B Common Stock and Class C Common Stock were issued in reliance
on exemptions from the registration requirements of the Securities Act, and
those shares are "restricted" securities under Rule 144. The number of such
"restricted" shares of Common Stock available for sale in the public market is
limited by restrictions under the Securities Act and lock-up agreements under
which all of the holders of such shares have agreed not to sell or otherwise
dispose of their shares for a period of 180 days after the date of this
Prospectus (the "Lock-Up Period") without the prior written consent of Credit
Suisse First Boston Corporation. Because of these restrictions, on the date of
this Prospectus, no shares other than those offered hereby will be eligible for
sale. Upon expiration of the Lock-Up Period, all of the restricted securities
(other than shares issued in the Chase Conversion, which remain subject to
applicable holding periods) will be eligible for sale in the public market,
subject to compliance with the manner-of-sale, volume and other limitations of
Rule 144.
Notwithstanding the foregoing, the Company executed a Registration Rights
Agreement, (the "Registration Rights Agreement") dated as of May 21, 1996, with
Chase Equity Associates, L.P., an affiliate of Chase Capital Partners
(collectively referred to as "Chase Capital") which grants Chase Capital the
right to require the Company, subject to certain limitations, to effect up to
two "demand" registrations under the Securities Act for the sale of Chase
Capital's shares of Common Stock. In connection with the Offering, however,
Chase Capital has entered into a lock-up agreement, under which it has agreed
not to sell or otherwise dispose of its shares or demand registration of such
shares during the Lock-Up Period.
Future sales of substantial amounts of Class A Common Stock, or the
perception that such sales could occur, may affect the market price of the Class
A Common Stock prevailing from time to time. See "Shares Eligible for Future
Sale" and "Underwriting."
DILUTION
Persons purchasing shares of Class A Common Stock in the Offering will
incur immediate dilution in the net tangible book value per share of Class A
Common Stock of approximately $25.76 per share. In addition, the exercise of
vested stock options, if any, would result in further dilution. This dilution is
calculated based on an assumed initial public offering price of $19.50 per share
(the midpoint of the estimated offering range). Dilution for this purpose
represents the difference between the per share initial public offering price of
the Class A Common Stock and the pro forma net tangible book value (deficit) per
share of Class A Common Stock after giving effect to the Recapitalization, the
Completed Transactions, the CBS Transactions, the S Corporation Distribution,
the 1998 Tax Distribution, the ECI Purchase, the Chase Conversion, the
consummation of the Offering and the application of the net proceeds therefrom.
See "Dilution."
BENEFITS TO EXISTING SHAREHOLDERS AND AFFILIATES
The Company has declared and will pay to or on behalf of its existing S
Corporation shareholders prior to the Offering a dividend of $958,000, the
estimated tax liability of such shareholders with respect to the Company's
taxable income for fiscal 1998 (the "1998 Tax Distribution"). In addition to the
1998 Tax Distribution, in connection with the revocation of the Company's S
Corporation status, the Company has declared a dividend (the "S Corporation
Distribution"), to be effective concurrently with the Offering, payable to or on
behalf of its existing S Corporation shareholders in the amount of $88.1 million
which the Company currently estimates will be the undistributed balance of the
Company's taxable income as of an assumed Revocation Date (as defined) of
January 31, 1999. That amount includes $17.6 million, the estimated tax
liability of the Company's S Corporation shareholders with respect to (i) the
Tampa Transaction and (ii) the other taxable income of the Company from October
1, 1998 through such Revocation Date; and $70.5 million, the estimated remainder
of the undistributed taxable income of the Company as of such Revocation Date.
All of the taxable income up to the actual Revocation Date has been taxed or
will be taxed to the existing S Corporation shareholders.
15
<PAGE> 21
Certain of the Company's FCC licenses are currently owned by ECI License
Company, LP, a limited partnership in which the Company is the general partner
and owns a 99% interest. The remaining 1% interest is owned by ECI Investors
Corporation, a company owned by the Company's current shareholders in the same
percentage as their ownership in the Company. Prior to the Offering, the Company
will purchase the remaining 1% interest from ECI Investors Corporation for $3.4
million, of which $3.1 million will be paid in cash and $0.3 million will be
offset against amounts owed to the Company from ECI Investors Corporation.
In addition, Chase Capital, the Selling Shareholder in the Offering, will
receive aggregate net proceeds (assuming an initial public offering price of
$19.50 per share) of approximately $10.1 million from the sale of 550,000 shares
of Class A Common Stock therein, constituting approximately 12.5% of the shares
of Common Stock beneficially owned by Chase Capital following the Chase
Conversion. A general partner of Chase Capital Partners, Michael R. Hannon, is
also a director of the Company. See "Recapitalization, Chase Conversion and
Former S Corporation Status," "Security Ownership of Certain Beneficial Owners"
and "Selling Shareholder."
NO PRIOR PUBLIC MARKET
Prior to the Offering, there has been no public market for the Class A
Common Stock and there can be no assurance that an active public market will
develop or be sustained after the Offering or that the initial public offering
price will correspond to the price at which the Class A Common Stock will trade
in the public market subsequent to the Offering. The initial public offering
price for the Class A Common Stock will be determined by negotiations among the
Company and the representatives of the Underwriters based upon the consideration
of certain factors set forth herein under "Underwriting." Market conditions in
the radio broadcasting industry, the Company's future operating results and
fluctuations in the stock market generally may have an adverse impact on the
market price of the Class A Common Stock.
CERTAIN ANTI-TAKEOVER PROVISIONS
Certain provisions of Pennsylvania law could also make more difficult a
merger, tender offer or proxy contest involving the Company, even if such events
could be beneficial to the interests of the shareholders. Such provisions could
limit the price that certain investors might be willing to pay in the future for
shares of the Company's Class A Common Stock. See "Description of Capital
Stock -- Certain Provisions of the Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws of the Company."
IMPACT OF YEAR 2000 ISSUES
The Company relies, directly and indirectly, on information technology
systems to operate its radio stations, provide its radio stations with
up-to-date news and perform a variety of administrative services including
accounting, financial reporting, advertiser spot scheduling, payroll and
invoicing. The Company also uses non-information technology systems, such as
microchips, for dating and other automated functions. Information and
non-information technology systems that do not properly recognize and process
date sensitive information when the year changes to "2000" or "00" could
generate erroneous data or cause such systems to fail ("Year 2000 Issues"). As a
result, Year 2000 Issues could have a material adverse effect on the operations
of the Company. In order to minimize the risk of Year 2000 related losses, the
Company is conducting a comprehensive assessment of its Year 2000 Issues.
However, there can be no assurance that the Company will resolve its Year 2000
Issues prior to the year 2000, or that the cost of remedying any Year 2000
Issues will not have a material adverse effect on the Company's business.
Furthermore, there can be no assurance that the systems of other companies with
which the Company's systems interact will be timely converted and, if not timely
converted, would not have a material adverse effect on the Company's financial
condition, results of operation or cash flows. See "Management's Discussion and
Analysis of Financial Condition and Results of Operation -- Impact of Year 2000
Issues."
16
<PAGE> 22
USE OF PROCEEDS
The net proceeds to the Company from the sale of the shares of Class A
Common Stock offered by it after deducting underwriting discounts and other
offering expenses, all of which are payable by the Company, are estimated to be
approximately $186.3 million (approximately $202.7 million if the Underwriters'
over-allotment option is exercised in full), assuming an initial public offering
price of $19.50 per share (the midpoint of the estimated offering range). The
net proceeds of the Offering will be used to repay outstanding revolving
indebtedness of the Company. On December 31, 1998, the Company had revolving
indebtedness outstanding of approximately $330.0 million; approximately $77.0
million of such indebtedness was incurred in connection with the First Boston
Transaction and the remainder was incurred to fund the Sinclair Transaction,
other acquisitions and general corporate purposes. The current outstanding
indebtedness under the Credit Facility has not been reduced by the $75.0 million
proceeds from the Tampa Transaction as these funds are being held in a qualified
intermediary account and will be used in part to fund the S Corporation
Distribution. Following the Offering, the Company will fund the Second Boston
Transaction and a portion of the S Corporation Distribution with revolving
indebtedness under the Credit Facility.
As of September 30, 1998, on a pro forma basis, the Company would have had
approximately $223.0 million of indebtedness outstanding under the Credit
Facility. The final maturity date for the Credit Facility is February 13, 2006.
Interest on any outstanding principal accrues at a rate based, at the Company's
election, on either LIBOR plus a spread which ranges from 0.5% to 2.125%, or on
KeyBank N.A.'s base rate, plus a spread of up to 0.875%, in either case,
depending on the Company's leverage ratio. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."
RECAPITALIZATION, CHASE CONVERSION AND FORMER S CORPORATION STATUS
Prior to the consummation of the Offering, the Company will engage in a
Recapitalization that will result in the Company having Class A Common Stock,
Class B Common Stock, Class C Common Stock and Preferred Stock authorized, and
Class A Common Stock, Class B Common Stock and Class C Common Stock issued and
outstanding. Prior to the Offering, the Company was an S Corporation with voting
and non-voting Common Stock authorized and issued. In connection with the
Recapitalization, (i) the Company will effect a 185 for one stock split of the
outstanding shares of voting and non-voting common stock, (ii) each share of
prior common stock held by Joseph M. Field, the Company's Chairman of the Board
and Chief Executive Officer, and David J. Field, the Company's President and
Chief Operating Officer will be exchanged for one share of Class B Common Stock,
(iii) each share of prior common stock held by all other shareholders will be
exchanged for one share of Class A Common Stock and (iv) the Company will revoke
its S Corporation status.
Chase Capital currently holds a Convertible Subordinated Promissory Note of
the Company (the "Convertible Subordinated Note") in the principal amount of
$25.0 million. Chase Capital, a global private equity organization with
approximately $5.0 billion under management, is an affiliate of The Chase
Manhattan Corporation. Chase Capital has substantial investment experience in
the radio broadcasting sector, including having co-founded American Radio
Systems Corporation in 1993, and currently has approximately 20% of its
portfolio committed to the media and telecommunications industry. A general
partner of Chase Capital serves on the Company's Board of Directors.
The Convertible Subordinated Note contains an option (the "Put Option")
that, under certain events and circumstances, allows the holder to put the
Convertible Subordinated Note to the Company and receive, at the option of the
Company, either cash or a new note (the "Put Note"), payable on May 21, 2004.
The Put Option is exercisable on or after May 21, 2001. Upon the Chase
Conversion, the Convertible Subordinated Note will be converted into 1,282,051
shares of Class A Common Stock and 3,119,708 shares of Class C Common Stock
(assuming an initial public offering price of $19.50 per share) and no further
obligation will be due on the Convertible Subordinated Note. The amount of cash
or principal of the Put Note will equal the market value, determined in
accordance with the terms of the note, of the shares into which the Convertible
Subordinated Note is convertible (the "Chase Shares"). As a result of the Put
Option, the Company accounts for this instrument as indexed debt. The adjustment
to reflect indexing of the Convertible Subordinated Note
17
<PAGE> 23
has been determined by reference to the difference between the market value,
determined in accordance with the terms of this note, of the Chase Shares and
the sum of principal and accrued interest of the note.
The Company recognized as an expense an adjustment to reflect indexing of
the Convertible Subordinated Note amounting to $0.0, $29.1 million and $8.8
million for the years ended September 30, 1996, 1997 and 1998, respectively. At
September 30, 1998, the market value of the Chase Shares was approximately $67.3
million (the principal amount of the note plus accrued interest amounted to
approximately $29.4 million, and the cumulative adjustment to reflect indexing
of the Convertible Subordinated Note was approximately $37.9 million). Up to the
date of the Chase Conversion, the Company may recognize further adjustments to
reflect indexing of the Convertible Subordinated Note. Based upon an initial
public offering price of $19.50 per share, the Company anticipates that it will
record an additional adjustment to reflect indexing of the Convertible
Subordinated Note of approximately $18.1 million as of December 31, 1998. Upon
the Chase Conversion, the Convertible Subordinated Note will be converted into
1,282,051 shares of Class A Common Stock and 3,119,708 shares of Class C Common
Stock (assuming an initial public offering price of $19.50 per share) and the
principal, accrued interest, and cumulative adjustment to reflect indexing of
the Convertible Subordinated Note will be converted into the stated capital for
such shares and additional paid-in capital, and no further obligation will be
due on the note.
Chase Capital has agreed with the Underwriters and the Company that
immediately prior to the Offering it will convert the Convertible Subordinated
Note. Upon the Chase Conversion, Chase Capital will receive 1,282,051 shares of
Class A Common Stock and 3,119,708 shares of Class C Common Stock (assuming an
initial public offering price of $19.50 per share), of which 550,000 shares of
Class A Common Stock are being sold by Chase Capital in the Offering (1,282,051
shares if the Underwriters' over-allotment option is exercised in full). After
giving effect to the Offering, including Chase Capital's sale of shares of Class
A Common Stock therein, Chase Capital will beneficially own approximately 3.2%
of the Company's Class A Common Stock and all of the Class C Common Stock (10.6%
of the Company's Common Stock), representing 0.6% of the total voting power of
the Company's outstanding Common Stock, although Chase Capital may be limited to
voting only 4.9% of the Class A Common Stock due to certain voting restrictions
(none of the Company's Class A Common Stock, and none of the total voting power
of the Company's outstanding Common Stock, if the Underwriters' over-allotment
option is exercised in full).
The Company has been an S Corporation subject to taxation under Subchapter
S of the Code since October 1, 1987. As a result, the net income of the Company,
for federal and certain state and local tax purposes, has been reported by and
taxed directly to the Company's S Corporation shareholders, rather than to the
Company, and will continue to be taxed directly to such shareholders until the S
Corporation election is revoked. In connection with the Recapitalization and
shortly before the consummation of the Offering, the Company will file a notice
with the Internal Revenue Service revoking its S Corporation status as of a date
preceding the Offering (the "Revocation Date").
As an S Corporation, the Company is subject to a single tax on its income
which is payable by its shareholders, and the Company may distribute such income
to its shareholders without the imposition of a second tax. Prior to the
Offering, the Company will revoke its S Corporation status. The Company has
declared and paid to or on behalf of its existing S Corporation shareholders
prior to the Offering a dividend of $958,000, the estimated tax liability of
such shareholders with respect to the Company's taxable income for fiscal 1998
(the 1998 Tax Distribution). In addition to the 1998 Tax Distribution, in
connection with the revocation of the Company's S Corporation status, the
Company has declared a dividend (the "S Corporation Distribution"), to be
effective concurrently with the Offering, payable to its existing S Corporation
shareholders in the amount of $88.1 million which the Company currently
estimates will be the undistributed balance of the Company's taxable income as
of an assumed Revocation Date of January 31, 1999. That amount includes $17.6
million, the estimated tax liability of the Company's S Corporation shareholders
with respect to (i) the Tampa Transaction and (ii) the other taxable income of
the Company for the period from October 1, 1998 through such Revocation Date;
and $70.5 million, the estimated remainder of the undistributed taxable income
of the Company as of such Revocation Date. All of the taxable income up to the
actual Revocation Date has been taxed or will be taxed to the existing S
Corporation shareholders. The S Corporation Distribution will be paid prior to
six months after the Offering and will be funded from the net
18
<PAGE> 24
proceeds from the Tampa Transaction and borrowings under the Credit Facility. In
order to provide certainty to the purchasers in the Offering as to the amount of
the S Corporation Distribution, that amount shall be fixed and not subject to
any future adjustments; provided however, if the Company subsequently realizes
an economic benefit in connection with a reassessment of the Company's S
Corporation tax returns which results in an increase in the tax liability of its
S Corporation shareholders, then the Company shall reimburse those shareholders
pursuant to an indemnification agreement only to the extent of such economic
benefit to the Company. See "Risk Factors -- Benefits to Existing Shareholders
and Affiliates."
In addition, as a result of the revocation of its S Corporation status, the
Company will record an income tax expense of $78.9 million and a corresponding
deferred income tax asset of $3.2 million and a deferred income tax liability of
$82.1 million (collectively, the "Deferred Tax Liability"), effective upon the
Revocation Date.
DIVIDEND POLICY
The Company does not anticipate paying cash dividends on its Common Stock
in the foreseeable future because it intends to retain its earnings, if any, to
finance the expansion of its business and for general corporate purposes. Any
payment of future dividends will be at the discretion of the Board of Directors
and will depend upon, among other factors, the Company's earnings, financial
condition, capital requirements, level of indebtedness, contractual restrictions
with respect to the payment of dividends, including, without limitation, the
provisions of the Credit Facility that limit the Company's ability to pay
dividends and other considerations that the Board of Directors deems relevant.
19
<PAGE> 25
DILUTION
Dilution is the amount by which the initial public offering price paid by
the purchasers of the shares of Class A Common Stock will exceed the net
tangible book value per share of Common Stock after the Offering. The net
tangible book value per share of Common Stock is determined by subtracting the
total liabilities of the Company from the total book value of the tangible
assets of the Company and dividing the difference by the number of shares of
Common Stock deemed to be outstanding on the date as of which such book value is
determined.
At September 30, 1998, on a pro forma basis to reflect the
Recapitalization, the Completed Transactions, the CBS Transactions, the S
Corporation Distribution, the 1998 Tax Distribution, the ECI Purchase and the
Chase Conversion, the Company would have had a net tangible book value (deficit)
of approximately $(412.8 million) or $(15.91) per share (excluding intangible
book value of $26.24 per share). After giving effect to the sale by the Company
of 10,300,000 shares of Class A Common Stock offered hereby at an assumed
initial public offering price of $19.50 per share (the mid-point of the range
set forth on the cover page of this Prospectus), and the application of the
estimated net proceeds therefrom, the pro forma net tangible book value
(deficit) of the Company as of September 30, 1998 would have been approximately
$(226.5 million) or $(6.26) per share. This represents an immediate increase in
such net tangible book value of $9.65 per share to existing shareholders and an
immediate dilution to new investors of $25.76 per share. The following table
illustrates this per share dilution:
<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $19.50
Net tangible book value (deficit) per share after the
Recapitalization....................................... $(11.41)
Decrease in net tangible book value from the Chase
Conversion, revocation of S Corporation status and S
Corporation Distribution............................... (1.95)
Decrease in net tangible book value per share resulting
from Completed Transactions after September 30, 1998
and the CBS Transactions............................... (2.55)
Increase in net tangible book value per share resulting
from the Offering...................................... 9.65
-------
Pro forma net tangible book value (deficit) per share....... (6.26)
------
Dilution per share to new investors(1)...................... $25.76
======
</TABLE>
- ---------------
(1) Determined by subtracting the pro forma net tangible book value per share
after the Offering from the assumed initial public offering price per share.
If the Underwriters' over-allotment option is exercised in full, the
increase in net tangible book value per share resulting from the Offering, pro
forma net tangible book value (deficit) per share after the Offering, and
dilution per share to new investors would be $10.25, $(5.66) and $25.16,
respectively.
The following table sets forth at September 30, 1998 after giving effect to
the Recapitalization, the Chase Conversion, the S Corporation Distribution and
the sale of the Class A Common Stock offered by the Company in the Offering: (i)
the number of shares of Common Stock purchased by existing shareholders from the
Company and the total consideration and the average price per share paid to the
Company for such shares; (ii) the number of shares of Class A Common Stock and
Class C Common Stock received by Chase Capital in connection with the Chase
Conversion and the total consideration and the price per share paid by it for
such shares; (iii) the number of shares of Class A Common Stock purchased by new
investors in the Offering from the Company and the total consideration and the
price per share paid by them for such shares; and (iv) the percentage of shares
purchased from the Company by existing shareholders, Chase Capital and the new
investors and the percentages of consideration paid to the Company for such
shares by existing shareholders and new investors.
<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
--------------------- ----------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ------------ ------- ---------
<S> <C> <C> <C> <C> <C>
Existing shareholders(1).............. 21,533,999 59.5% $ 716,000 0.3% $ 0.03
Chase Capital......................... 4,401,759 12.1 29,352,000 12.7 6.67
New investors......................... 10,300,000 28.4 200,850,000 87.0 19.50
---------- ----- ------------ -----
Total....................... 36,235,758 100.0% $230,918,000 100.0%
========== ===== ============ =====
</TABLE>
- ---------------
(1) Excludes (i) grants under the 1998 Equity Compensation Plan consisting of
(A) (assuming an initial public offering price of $19.50 per share) options
to purchase up to 968,027 shares of Class A Common Stock (assuming an
initial public offering price of $19.50 per share), of which 317,957 have an
exercise price equal to 80% of the initial public offering price per share
and (B) 12,822 shares (assuming an initial public offering price of $19.50
per share) of restricted stock and (ii) options to purchase up to an
additional 62,851 shares of Class A Common Stock (assuming an initial public
offering price of $19.50 per share) which may be granted prior to the
Offering, with an exercise price equal to the initial public offering price.
To the extent that these options are exercised and exercise prices are below
the initial public offering price, or that the restrictions on the
restricted stock grants lapse, there will be further dilution to purchasers
of shares of the Class A Common Stock offered hereby. See
"Management -- 1998 Equity Compensation Plan."
20
<PAGE> 26
CAPITALIZATION
The following table sets forth as of September 30, 1998, in each case after
adjustment for the Recapitalization, (i) the historical capitalization of the
Company, (ii) the unaudited pro forma capitalization of the Company after giving
effect to the Completed Transactions not yet consummated on that date and the
CBS Transactions and (iii) the unaudited pro forma capitalization of the Company
as adjusted to give effect to the foregoing events and the S Corporation
Distribution, the 1998 Tax Distribution, the ECI Purchase, the Chase Conversion,
the Offering and the application of the estimated net proceeds therefrom as
described in "Use of Proceeds" (collectively, the "Adjustments"). This table
should be read in conjunction with the Consolidated Financial Statements of the
Company, "Unaudited Pro Forma Financial Information" and, in each case, the
related notes thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1998
--------------------------------------------------
PRO FORMA FOR
THE COMPLETED PRO FORMA AS
TRANSACTIONS ADJUSTED
ACTUAL AND THE CBS FOR THE
(RESTATED)(1) TRANSACTIONS ADJUSTMENTS(2)
------------- -------------- -----------------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash and cash equivalents: $ 6,666 $ 6,666 $ 6,666
======== ======== ========
Short-term debt and current portion of long-term debt....... $ 10 $ 10 $ 10
Long-term debt, less current portion:
Senior debt:
Credit Facility(3)...................................... 253,500 316,855 222,764
Other................................................... 274 274 274
-------- -------- --------
Total senior debt..................................... 253,774 317,129 223,038
Convertible Subordinated Note:
Note payable............................................ 25,000 25,000 --
Accrued interest........................................ 4,352 4,352 --
Cumulative Adjustment to reflect indexing of Convertible
Subordinated Note(4).................................. 37,911 37,911 --
-------- -------- --------
Total Convertible Subordinated Note................... 67,263 67,263
Total long-term debt............................... 321,037 384,392 223,038
Shareholders' equity:
Preferred Stock, $.01 par value per share, 25,000,000
shares authorized, no shares issued..................... -- -- --
Class A Common Stock, $.01 par value per share,
200,000,000 shares authorized, 11,002,194 shares issued
and outstanding actual and pro forma, 22,584,245 shares
issued and outstanding pro forma as adjusted............ 110 110 226
Class B Common Stock, $.01 par value per share, 75,000,000
shares authorized, 10,531,805 shares issued and
outstanding actual, pro forma, and pro forma as
adjusted................................................ 105 105 105
Class C Common Stock, $.01 par value per share, 50,000,000
shares authorized, no shares issued and outstanding
actual and pro forma, 3,119,708 shares issued and
outstanding pro forma as adjusted....................... -- -- 31
Additional paid-in capital................................ -- -- 336,864
Retained earnings......................................... 182,755 252,445 --
-------- -------- --------
Total shareholders' equity......................... 182,970 252,660 337,226
-------- -------- --------
Total capitalization........................... $504,017 $637,062 $560,274
======== ======== ========
</TABLE>
- ---------------
(1) Subsequent to the issuance of the Company's fiscal 1998 consolidated
financial statements, the Company retroactively restated the fiscal 1997 and
1998 consolidated financial statements to reflect the Convertible
Subordinated Note as an indexed debt instrument.
(2) Does not include shares of Common Stock equal to 10% of the shares of Class
A Common Stock outstanding from time to time that are reserved for issuance
under the Company's 1998 Equity Compensation Plan, of which (assuming an
initial public offering price of $19.50 per share) options to purchase
968,027 shares of Class A Common Stock and 12,822 shares of restricted stock
are issued and outstanding. See "Management -- 1998 Equity Compensation
Plan." In addition, prior to the completion of the Offering, the Company may
grant options to purchase up to an additional 62,851 shares of Class A
Common Stock (assuming an initial public offering price of $19.50 per share)
to non-executive officers and other employees.
(3) The Credit Facility provides for revolving borrowings of up to $350.0
million, subject to compliance with certain financial ratios, although the
aggregate amount available for borrowing under the Credit Facility reduces
over the term of the facility beginning in June 2000. As of December 31,
1998, the Company had approximately $330.0 million of borrowings outstanding
under the Credit Facility. The current outstanding indebtedness under the
Credit Facility has not been reduced by the $75.0 million proceeds from the
Tampa Transaction as these funds are being held in a qualified intermediary
account and will be used in part to fund the S Corporation Distribution.
(4) Includes (i) $25.0 million, the principal amount of the Convertible
Subordinated Note, (ii) the accrued interest on the note through such date
and (iii) the cumulative effect of the adjustment to reflect indexing of the
Convertible Subordinated Note, recorded through such date. Upon the Chase
Conversion, the amount outstanding will be converted into Class A Common
Stock, Class C Common Stock and additional paid-in capital, and no further
obligation will be due on the note.
21
<PAGE> 27
CBS TRANSACTIONS
In August 1998, the Company entered into three agreements with CBS to (i)
purchase WRKO-AM and WEEI-AM in Boston for $82.0 million in cash, (ii) sell
WLLD-FM and WYUU-FM in Tampa for $75.0 million in cash and (iii) purchase
WAAF-FM and WEGQ-FM in Boston and WWTM-AM in Worchester for $58.0 million in
cash. The First Boston Transaction closed on December 11, 1998, and the Tampa
Transaction closed on December 22, 1998. Subject to satisfaction of necessary
conditions to closing, the Company currently anticipates that the Second Boston
Transaction will close by August 1999. However, there can be no certainty
concerning when or whether the Second Boston Transaction will close. The Company
began operating the Boston stations and CBS began operating the Tampa stations,
each under TBAs in September 1998. The Boston Transactions will enable the
Company to establish a strong presence in the Boston market with a 19.4% market
revenue share.
COMPLETED TRANSACTIONS
In December 1996, the Company sold KEGE-AM in Richfield, Minnesota for $3.0
million (the "Richfield Transaction"). In January 1997, the Company sold WDSY-AM
in Pittsburgh for $0.75 million (the "Pittsburgh Transaction").
In March 1997, the Company acquired three stations in Seattle, KIRO-AM/FM
and KNWX-AM, and four stations in Kansas City, KCMO-AM/FM, KYYS-FM (formerly
KLTH-FM) and KMBZ-AM, from Bonneville International Corp. ("Bonneville") in
exchange for KLDE-FM in Houston plus $5.0 million (the "Bonneville
Transaction"). The three Seattle stations and a JSA for KING-FM in Seattle
complemented the Company's pre-existing holdings of five stations in Seattle,
provided the Company with the maximum permissible ownership in that market and
solidified the Company as the leading radio operator in Seattle. In addition,
the Bonneville Transaction enabled the Company to enter the Kansas City market
with a four-station cluster.
In April 1997, the Company acquired KLYK-FM and KEDO-AM in Longview/Kelso,
Washington from Rodney J. Etherton ("Etherton") for $1.8 million (the "Etherton
Transaction"). Longview/Kelso is a market located north of Portland, Oregon,
which management considers to be of strategic importance because of its
influence over the potential upgrade of certain Portland stations.
In May 1997, the Company acquired KLOU-FM in St. Louis plus $39.7 million
from Group W Broadcasting, Inc. ("Group W") in exchange for KITS-FM in San
Francisco (the "Group W Transaction").
In May 1997, the Company acquired KISW-FM in Seattle plus $32.5 million in
exchange for WDSY-FM and WJJJ-FM (formerly WNRQ-FM) in Pittsburgh in a three-way
transaction (the "Nationwide-Secret Transaction") with Nationwide
Communications, Inc. ("Nationwide") and Secret Communications L.P. ("Secret").
Prior thereto, in June 1996, the Company began operating and selling radio
advertising time on KISW-FM pursuant to a TBA. This acquisition added a third
rock station to the Company's Seattle cluster.
In June 1997, the Company acquired KRXQ-FM and KSEG-FM in Sacramento from
Citicasters Inc. ("Citicasters") for $45.0 million (the "Citicasters
Transaction") and KDND-FM (formerly KXOA-FM) in Sacramento from American Radio
Systems Corporation ("ARS") for $27.2 million (the "ARS-KXOA Transaction").
Prior thereto, in January 1997, the Company began operating and selling radio
advertising time on all three stations pursuant to TBAs. By purchasing three
stations, the Company gained a substantial share of the Sacramento market and
established a platform for further acquisitions.
In October 1997, the Company exchanged the broadcast frequency and
transmission facilities of its Kansas City station, KCMO-AM, for those of Kanza
Inc.'s ("Kanza") Kansas City station, WHB-AM (the "Kanza Transaction"). Each
party retained its call letters, formats and studio facilities. The signal swap
allowed the Company to enhance the 24-hour metro signal of KCMO-AM by providing
nighttime and winter drive time coverage of Johnson County, Kansas, in the
affluent and growing southwestern section of Kansas City. The transaction was
accounted for as a nonmonetary exchange of similar productive assets, and no
gain or loss was recognized. The assets received were recorded at the historical
cost of the assets surrendered.
22
<PAGE> 28
In November 1997, the Company acquired KSSJ-FM (formerly KBYA-FM) in
Sacramento from Susquehanna Radio Corp ("Susquehanna") for $15.9 million (the
"Susquehanna Transaction"). KSSJ-FM was not on-the-air when the Company
announced the acquisition but became operational in December 1997.
In January 1998, the Company acquired WDAF-AM and KUDL-FM in Kansas City
plus $7.1 million from ARS in exchange for the Company's sole station in St.
Louis, KLOU-FM (the "ARS-Kansas City Transaction"). As a result of this
transaction, the Company became the leading radio station operator in Kansas
City.
In January 1998, the Company acquired KCTC-AM in Sacramento from ARS for
$4.0 million (the "ARS-KCTC Transaction") in order to make it possible, under
FCC ownership rules, for the Company to acquire a fifth FM station in that
market.
In May 1998, the Company acquired WSKY-FM (formerly WRRX-FM) in the
Gainesville/Ocala market from Gator Broadcasting, Inc. ("Gator") for $2.0
million, plus an additional payment of up to $1.0 million payable once the
authorized upgrade of the station from a Class A license to a Class C-2 license
becomes final (the "Gator Transaction"). The Company believes that this second
Gainesville station will permit it to solidify its leadership position in the
Gainesville/Ocala market.
In May 1998, the Company sold its rights to participate in a FCC licensing
procedure in the Vancouver, Washington radio market to Jacor Communications,
Inc. ("Jacor") for $10.0 million (the "Vancouver Transaction").
In May 1998, the Company acquired KBAM-AM and KRQT-FM in the Longview/Kelso
market from Armak Broadcasters, Inc. ("Armak") for $1.0 million to bolster the
Company's competitive position in that market (the "Armak Transaction").
In June 1998, the Company acquired three stations, KRSK-FM (formerly
KKRH-FM), KKSN-FM and KKSN-AM in Portland, and four stations, WBEE-FM, WBBF-FM
(formerly WKLX-FM), WEZO-AM (formerly WBBF-AM) and WQRV-FM in Rochester, from
Sinclair Broadcasting Group, Inc. ("Sinclair") for $126.5 million (the "Sinclair
Transaction"). Prior thereto, in March 1998, the Company began operating and
selling the radio advertising time of these stations under TBAs. The Portland
stations significantly enhanced the Company's position in that market by
increasing the number of the Company's stations to six and its market share to
approximately 25.8%. The acquisition of the Rochester stations enabled the
Company to enter that market with a 21.7% market share.
In September 1998, the Company completed an agreement with ARS to exchange
certain assets used in the operation of radio stations serving the Sacramento
radio market (the "Sacramento Frequency Exchange"). ARS transferred KRAK-FM's
license and transmission facility to the Company in exchange for KRXQ's license
and transmission facility and $4.5 million. Each of the stations retained its
own call letters, programming format and studio and office property and
equipment, and the parties provided each other with reciprocal covenants against
programming competition on the respective frequencies for a period of two years.
ARS also transferred the intellectual property comprising the program format for
use by the Company on its recently acquired KSSJ-FM (formerly KBYA-FM) in that
market. The transactions were accounted for as nonmonetary exchanges of similar
productive assets, and no gain or loss was recognized. The assets received were
recorded at the historical cost of the assets surrendered plus the $4.5 million
paid to ARS.
In September 1998, the Company acquired from Capital Broadcasting, Inc.
("Capital") the assets and rental leases used in connection with the operation
of a tower facility serving the Kansas City market for $2.0 million (the "Kansas
City Tower Transaction").
In December 1998, the Company entered into an agreement to acquire WREN-AM,
a radio station serving Kansas City, Kansas, from Mortenson Broadcasting Company
of Canton, LLC ("Mortenson") for the sum of $2.8 million (the "WREN-AM
Transaction") to add to the Company's strength in the Kansas City market. It is
anticipated that this transaction will close in the first calendar quarter of
1999.
23
<PAGE> 29
In December 1998, the Company acquired KSLM-AM, a radio station serving the
Salem, Oregon portion of the Portland radio market, from Willamette Broadcasting
Co. ("Willamette") for $0.6 million (the "KSLM-AM Transaction").
The Richfield Transaction, the Pittsburgh Transaction, the Bonneville
Transaction, the Etherton Transaction, the Group W Transaction, the
Nationwide-Secret Transaction, the Citicasters Transaction, the ARS-KXOA
Transaction, the Kanza Transaction, the Susquehanna Transaction, the ARS-Kansas
City Transaction, the ARS-KCTC Transaction, the Gator Transaction, the Vancouver
Transaction, the Armak Transaction, the Sinclair Transaction, the Sacramento
Frequency Exchange, the Kansas City Tower Transaction, the WREN-AM Transaction
and the KSLM-AM Transaction are referred to collectively as the "Completed
Transactions."
24
<PAGE> 30
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information (the "Pro Forma
Financial Information") is based on the audited historical financial statements
of the Company and the related notes included elsewhere in this Prospectus and
selected information from the unaudited historical financial information of CBS,
ARS, Susquehanna, Armak, Gator, Sinclair, Capital, Williamette and Mortenson.
The pro forma statement of income for the year ended September 30, 1998 has
been prepared to illustrate the effects of the Recapitalization, the Completed
Transactions which occurred subsequent to September 30, 1997, the CBS
Transactions, the S Corporation Distribution, the 1998 Tax Distribution, the ECI
Purchase, the Chase Conversion, the Offering and the application of the net
proceeds thereof as described in "Use of Proceeds" as if each had occurred on
October 1, 1997. The pro forma balance sheet data as of September 30, 1998 give
effect to any such events not yet consummated on that date as if each had
occurred on that date. The Pro Forma Financial Information and accompanying
notes should be read in conjunction with the consolidated financial statements
and other financial information included elsewhere herein pertaining to the
Company, including "Capitalization" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations." The Pro Forma Financial
Information is not necessarily indicative of either future results of operations
or the results that might have been achieved if such transactions had been
completed on the indicated dates.
The Pro Forma Financial Information has been prepared as if the Credit
Facility was entered into on October 1, 1997 at the terms currently in effect.
Additionally, it has been assumed that the Company's conversion from an S
Corporation to a C Corporation became effective on October 1, 1997.
All acquisitions given effect in the Pro Forma Financial Information are
accounted for using the purchase method of accounting. The aggregate purchase
price of each transaction is allocated to the tangible and intangible assets
acquired and liabilities assumed based on their respective fair values. The
allocation of the aggregate purchase price reflected in the Pro Forma Financial
Information is preliminary for transactions to be closed subsequent to September
30, 1998. The final allocation of the purchase price is contingent upon the
receipt of final appraisals of the acquired assets and the revision of other
estimates. Management does not expect such allocations to differ materially from
the preliminary allocation.
25
<PAGE> 31
ENTERCOM COMMUNICATIONS CORP.
UNAUDITED PRO FORMA STATEMENT OF INCOME
FOR THE YEAR ENDED SEPTEMBER 30, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
ADJUSTMENTS FOR
THE OFFERING,
THE S CORPORATION
DISTRIBUTION,
ADJUSTMENTS PRO FORMA THE ECI PURCHASE,
COMPLETED FOR THE FOR THE THE CHASE
AND CBS COMPLETED COMPLETED CONVERSION AND
THE TRANSACTIONS AND CBS AND CBS THE 1998 TAX
COMPANY COMBINED(A) TRANSACTIONS TRANSACTIONS DISTRIBUTION TOTAL PRO FORMA
-------- ------------ ------------ ------------ ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Net revenues............... $132,998 $38,417 $171,415 $171,415
Station operating
expenses................. 88,469 34,154 $ (2,000)(B) 120,623 120,623
Depreciation and
amortization............. 13,066 7,601 (1,396)(C) 19,271 $ 24(D) 19,295
Corporate general and
administrative
expenses................. 4,527 4,527 4,527
Net expense (income) from
TBA fees................. 2,399 45 (2,444)(E)
Other operating expenses... 130 (130)
-------- ------- -------- -------- -------- --------
Operating income
(loss)................. 24,407 (3,253) 5,840 26,994 (24) 26,970
Interest expense........... 14,663 14 12,261(F) 26,938 (11,567)(G) 15,371
Adjustment to reflect
indexing of the
convertible subordinated
note..................... 8,841 8,841 (8,841)(H)
Gain (loss) on sale of
assets................... 8,661 (8) 8(I) 161 161
(8,500)(J)
Other (income) expense..... (328) 147 (181) (82)(K) (263)
-------- ------- -------- -------- -------- --------
Income (loss) before
income taxes and
extraordinary
items.................. 9,892 (3,422) (14,913) (8,443) 20,466 12,023
Income taxes............... 453 453 453
-------- ------- -------- -------- -------- --------
Income (loss) before
extraordinary items...... $ 9,439 $(3,422) $(14,913) $ (8,896) $ 20,466 $ 11,570
======== ======= ======== ======== ======== ========
Income (loss) before income
taxes and extraordinary
items.................... $ 9,892 $(3,422) $(14,913) $ (8,443) $ 20,466 $ 12,023
Pro forma income
taxes(L)................. 7,119 (1,300) (5,667) 152 4,418 4,570
-------- ------- -------- -------- -------- --------
Pro forma income (loss)
before extraordinary
items.................... $ 2,773 $(2,122) $ (9,246) $ (8,595) $ 16,048 $ 7,453
======== ======= ======== ======== ======== ========
Pro forma earnings per
share before
extraordinary items...... $ 0.12 $ 0.20
======== ========
Shares used to compute pro
forma earnings per
share.................... 22,347 14,385(M) 36,732
</TABLE>
See accompanying notes to pro forma financial information.
26
<PAGE> 32
ENTERCOM COMMUNICATIONS CORP.
UNAUDITED PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADJUSTMENTS FOR
THE OFFERING,
THE S CORPORATION
ADJUSTMENTS PRO FORMA DISTRIBUTION, THE
COMPLETED FOR THE FOR THE ECI PURCHASE, THE
AND CBS COMPLETED COMPLETED CHASE CONVERSION
THE TRANSACTIONS AND CBS AND CBS AND THE 1998 TAX
COMPANY COMBINED(N) TRANSACTIONS TRANSACTIONS DISTRIBUTION TOTAL PRO FORMA
-------- ------------ ------------ ------------ ----------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents.... $ 6,666 $ (152) 152(O) $ 6,666 $ 6,666
Accounts receivable, net..... 32,524 7,216 $ (7,216)(O) 32,524 32,524
Due from CBS................. 5,000(P)
(5,000)(Q)
Prepaid expenses and other... 6,625 911 (911)(O) 6,625 $ 3,182(R) 9,807
Assets held for sale......... 5,310 (5,310)
-------- -------- --------- -------- --------- --------
Total current assets....... 51,125 2,665 (7,975) 45,815 3,182 48,997
Property and equipment, net.... 43,057 6,849 306(P) 50,212 50,212
Intangible and other assets,
net.......................... 428,763 135,088 1,112(P) 564,963 (970)(S) 564,954
961(D)
-------- -------- --------- -------- --------- --------
Total Assets............... $522,945 $144,602 $ (6,557) $660,990 $ 3,173 $664,163
======== ======== ========= ======== ========= ========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current Liabilities:
Accounts payable and other
accrued expenses........... $ 16,751 $ 3,871 $ (3,871)(O) $ 21,751 $ 21,751
5,000(P)
Current portion of senior
debt....................... 10 47 (47)(O) 10 10
-------- -------- --------- -------- --------- --------
Total current
liabilities.............. 16,761 3,918 1,082 21,761 21,761
Senior debt.................... 253,774 3,355 140,000(T) 317,129 $(186,300)(U) 223,038
(75,000)(V) 70,476(W)
(5,000)(Q) 18,595(X)
3,138(D)
Convertible subordinated note:
Note payable................. 25,000 25,000 (25,000)(S)
Accrued interest............. 4,352 4,352 (4,352)(S)
Cumulative Adjustment to
reflect indexing of the
convertible subordinated
note....................... 37,911 37,911 (37,911)(S)
-------- -------- ---------
Total convertible
subordinated note.......... 67,263 67,263 (67,263)
Other long-term liabilities.... 2,177 2,177 82,138(R) 82,138
(2,177)(D)
-------- -------- --------- -------- --------- --------
Total liabilities.......... 339,975 7,273 61,082 408,330 (81,393) 326,937
Shareholders' Equity:
Common Stock -- Class A...... 110 110 103(U) 226
13(S)
Common Stock -- Class B...... 105 105 105
Common Stock -- Class C...... 31(S) 31
Additional Paid-in Capital... 84,418(Y) 336,864
186,197(U)
66,249(S)
Retained Earnings............ 182,755 137,329 (142,639)(O) 252,445 (78,956)(R)
75,000(V) (70,476)(W)
(18,595)(X)
(84,418)(Y)
-------- -------- --------- -------- --------- --------
Total Shareholders'
Equity................... 182,970 137,329 (67,639) 252,660 84,566 337,226
-------- -------- --------- -------- --------- --------
Total liabilities and
shareholders' equity..... $522,945 $144,602 $ (6,557) $660,990 $ 3,173 $664,163
======== ======== ========= ======== ========= ========
</TABLE>
See accompanying notes to pro forma financial information.
27
<PAGE> 33
NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION
(IN THOUSANDS)
(A) The schedule below gives effect to the Completed Transactions and the CBS
Transactions for the period from October 1, 1997 through September 30,
1998.
COMPLETED TRANSACTIONS AND CBS TRANSACTIONS COMBINED
<TABLE>
<CAPTION>
COMPLETED TRANSACTIONS CBS TRANSACTIONS
--------------------------------------- -----------------------
HISTORICAL COMPLETED
OTHER AND CBS
HISTORICAL HISTORICAL TRANSACTIONS HISTORICAL HISTORICAL TRANSACTIONS
SINCLAIR(1) ARS(2) COMBINED(3) BOSTON(4) TAMPA(5) COMBINED(6)
----------- ---------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net revenues...................... $ 6,460 $1,847 $ (762) $35,322 $(4,450) $38,417
Station operating expenses........ 3,498 1,554 (202) 32,932 (3,628) 34,154
Depreciation and amortization..... 4,316 165 466 3,025 (371) 7,601
Corporate general and
administrative expenses.........
Net expense (income) from TBA
fees............................ 45 45
Other operating expenses.......... (130) (130)
------- ------ ------- ------- ------- -------
Operating income (loss)......... (1,354) 128 (896) (635) (496) (3,253)
Interest expense.................. 14 14
Gain (loss) on sale of assets..... (8) (8)
Other expense..................... 147 147
------- ------ ------- ------- ------- -------
Income (loss) before income tax
expense....................... (1,354) 128 (1,043) (657) (496) (3,422)
Income taxes......................
------- ------ ------- ------- ------- -------
Net income (loss)............... $(1,354) $ 128 $(1,043) $ (657) $ (496) $(3,422)
======= ====== ======= ======= ======= =======
</TABLE>
- ---------------
(1) The column represents the results of operations of KKSN-AM/FM and
KRSK-FM (formerly KKRH-FM) in Portland and WBBF-FM (formerly WKLX-FM),
WBEE-FM, WQRV-FM and WEZO-AM (formerly WBBF-AM) in Rochester from
October 1, 1997 through February 28, 1998, the date the Company began
operating the stations under TBAs.
(2) The column represents the results of operations of WDAF-AM and KUDL-FM
in Kansas City and KCTC-AM in Sacramento from October 1, 1997 through
December 31, 1997, prior to the dates of the ARS-Kansas City
Transaction and the ARS-KCTC Transaction, respectively.
(3) The column represents the historical results of operations for the
following transactions which were, or will be, consummated prior to the
date of the Offering: (i) the acquisitions of WSKY-FM (formerly
WRRX-FM) in Gainesville, KSSJ-FM (formerly KBYA-FM) in Sacramento,
KBAM-AM and KRQT-FM in Longview/Kelso, KSLM-AM in Salem, Oregon and
WREN-AM in Kansas City, (ii) the disposition of KLOU-FM in St. Louis,
(iii) the Kansas City Tower Transaction and (iv) the Sacramento
Frequency Exchange.
(4) The column represents the results of operations of (i) WEEI-AM and
WRKO-AM in Boston from October 1, 1997 through September 20, 1998 and
(ii) WEGQ-FM and WAAF-FM in Boston and WWTM-AM in Worcester from
October 1, 1997 through September 22, 1998, prior to the dates the
Company began operating the stations under TBAs.
(5) The column represents the results of operations of WYUU-FM and WLLD-FM
in Tampa from October 1, 1997 through September 21, 1998, prior to the
date of the TBA with CBS.
(6) All stations acquired in the Completed Transactions and the CBS
Transactions have December 31 year ends. Amounts derived for these
transactions for the year ended September 30, 1998 were computed by
adding fourth quarter 1997 results to interim period results for the
first, second and third quarters of 1998.
28
<PAGE> 34
NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION -- (CONTINUED)
(IN THOUSANDS)
(B) In connection with the First Boston Transaction, the Company acquired
broadcast contracts with sports teams and recorded the estimated
unfavorable impact of the contracts at $5.0 million. Pursuant to the
purchase agreement, CBS paid $5.0 million to the Company to offset the
unfavorable impact. For purposes of the unaudited pro forma statement of
income for the year ended September 30, 1998, the adjustment reflects the
Company's estimate of the impact of the unfavorable contracts.
(C) This adjustment represents the change in depreciation and amortization
arising from an increase in property, equipment, FCC licenses and
intangibles, offset by a decrease in those assets, as a result of the
various acquisitions and dispositions described herein, as well as
establishing the estimated useful lives of the acquired assets. The
adjustment consists of a decrease of $1,501 in depreciation related to
property and equipment, an increase of $212 in amortization related to
intangibles, and a decrease of $107 in amortization related to other
intangibles. Under the Company's normal accounting policies, property and
equipment are depreciated over periods of five to twenty years, and FCC
licenses and intangibles are amortized over forty years.
(D) The adjustment reflects the effect of the ECI Purchase, which will occur
prior to the Offering.
(E) The adjustment reflects the net expense (income) from TBA fees received or
paid related to the operations of the stations under TBAs while pending the
consummation of purchase or sale of the Completed Transactions and the CBS
Transactions.
(F) The adjustment reflects interest expense under the current Credit Facility,
based on the rate of 7.86%, and the Convertible Subordinated Note as if the
Completed Transactions and the CBS Transactions were completed on October
1, 1997, net of the historical interest expense. The calculation of
interest expense assumes an outstanding indebtedness under the Credit
Facility of $316,855 (consisting of $253,500 of previously incurred
indebtedness, plus the $135,000 in additional indebtedness incurred to fund
the Boston Transactions, less the $75,000 reduction in indebtedness
following the application of proceeds from the sale of WYUU-FM and WLLD-FM
in Tampa, plus the $605 in additional indebtedness incurred to fund the
acquisition of KSLM-AM in Salem, Oregon, plus the $2,750 in additional
indebtedness incurred to fund the WREN-AM acquisition in Kansas City). A
change in interest rates of 1/8% will increase or decrease interest
expense by $396.
<TABLE>
<S> <C>
Credit Facility............................................. $ 24,904
Convertible Subordinated Note............................... 2,019
Other indebtedness.......................................... 15
--------
Pro forma interest expense................................ 26,938
Historical interest expense................................. (14,677)
--------
Net adjustment............................................ $ 12,261
========
</TABLE>
(G) The adjustment reflects (i) the interest expense savings resulting from the
use of proceeds from the Offering, (ii) the Chase Conversion, including a
reduction of $4,352 in accrued interest on the Convertible Subordinated
Note, (iii) an $88,113 increase in outstanding indebtedness as a result of
the S Corporation Distribution, all net of pro forma interest expense as
adjusted for the Completed Transactions and the CBS Transactions (see Note
(F)), (iv) a $958 increase in outstanding indebtedness as a result of the
1998 Tax Distribution and (v) a $3,138 increase in outstanding indebtedness
as a result of the ECI Purchase. The remaining indebtedness incurs assumed
interest expense at a rate of 6.90%, based on the current terms of the
Credit Facility. The net adjustment figure
29
<PAGE> 35
NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION -- (CONTINUED)
(IN THOUSANDS)
includes $6,146 of interest on the $89,071 indebtedness incurred to fund the
S Corporation Distribution and the 1998 Tax Distribution.
<TABLE>
<S> <C>
Credit Facility............................................. $ 15,371
Convertible Subordinated Note............................... --
--------
Pro forma interest expense................................ 15,371
Pro forma interest expense as adjusted for the Completed
Transactions and CBS Transactions......................... (26,938)
--------
Net adjustment............................................ $(11,567)
========
</TABLE>
(H) The adjustment reflects the elimination of the adjustment to reflect
indexing of the Convertible Subordinated Note due to the Chase Conversion.
(I) The adjustment represents the elimination of the historical loss on asset
sale recorded by CBS.
(J) The adjustment reflects the elimination of the gain on the sale of the
Vancouver license rights.
(K) The adjustment reflects the elimination of the minority interest in the
income of ECI License Company, LP, as a result of the ECI Purchase, which
will occur prior to the Offering.
(L) The adjustment reflects the income tax expense (benefit) related to the
income (loss) that would have been generated by the Company during the pro
forma period based on the assumption that the conversion from an S
Corporation to a C Corporation occurred on October 1, 1997. A combined
federal and state income tax rate of 38% was used for the calculation
applied to income before income taxes and extraordinary items, excluding
the effect of the adjustment to reflect indexing of the Convertible
Subordinated Note of $29.1 million and $8.8 million for the years ending
September 30, 1997 and 1998, respectively.
(M) The adjustment represents (i) an increase in the number of shares of Common
Stock due to the Offering (10,300) and the Chase Conversion (4,401) and (ii)
a decrease in the incremental number of shares of Common Stock attributable
to SAB Topic 1.B.3. (316) due to the increase in pro forma income.
(N) The column represents the combined balance sheets as of September 30, 1998
of the Completed Transactions and the CBS Transactions not yet consummated
on that date as if all such transactions were consummated on that date.
COMPLETED TRANSACTIONS AND CBS TRANSACTIONS COMBINED
<TABLE>
<CAPTION>
COMPLETED
TRANSACTIONS
------------
HISTORICAL CBS TRANSACTIONS
OTHER ----------------------- COMPLETED AND
TRANSACTIONS HISTORICAL HISTORICAL CBS TRANSACTIONS
COMBINED(1) BOSTON(2) TAMPA(3) COMBINED
------------ ---------- ---------- ----------------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash................................ $ (152) $ (152)
Accounts receivable, net............ $ 7,854 (638) 7,216
Prepaid expenses and other.......... 932 (21) 911
Assets held for sale................ (5,310) (5,310)
------ -------- ------- --------
Total current assets............. 8,786 (6,121) 2,665
Property and equipment, net......... $ 625 6,224 6,849
Intangible and other assets, net.... 2,730 132,358 135,088
------ -------- ------- --------
Total assets................ $3,355 $147,368 $(6,121) $144,602
====== ======== ======= ========
</TABLE>
30
<PAGE> 36
NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION -- (CONTINUED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMPLETED
TRANSACTIONS
------------
HISTORICAL CBS TRANSACTIONS
OTHER ----------------------- COMPLETED AND
TRANSACTIONS HISTORICAL HISTORICAL CBS TRANSACTIONS
COMBINED(1) BOSTON(2) TAMPA(3) COMBINED
------------ ---------- ---------- ----------------
<S> <C> <C> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and other accrued
liabilities...................... $ 4,032 $ (161) $ 3,871
Long-term debt, current portion..... 47 47
------ -------- ------- --------
Total current liabilities........ 4,079 (161) 3,918
Long-term debt, less current
portion.......................... $3,355 3,355
Other long-term liabilities.........
------ -------- ------- --------
Total liabilities................ 3,355 4,079 (161) 7,273
Shareholders' equity................ 143,289 (5,960) 137,329
------ -------- ------- --------
Total liabilities and
shareholders' equity...... $3,355 $147,368 $(6,121) $144,602
====== ======== ======= ========
</TABLE>
- ---------------
(1) The column reflects the combined balance sheets of the following
transactions: (i) the KSLM-AM Transaction and (ii) the WREN-AM
Transaction.
(2) The column represents the combined balance sheet of WEEI-AM, WRKO-AM,
WEGQ-FM, WAAF-FM in Boston and WWTM-AM in Worcester.
(3) The column represents the elimination of the combined balance sheet of
WYUU-FM and WLLD-FM in Tampa.
(O) The adjustment represents (i) the elimination of certain historical CBS
balances that will not be acquired or assumed by the Company and (ii) the
addition of certain historical Tampa balances that were not sold by the
Company, as the case may be, in the CBS Transactions.
(P) The adjustment reflects the estimated allocation of the purchase price of
the Boston Transactions to the assets acquired resulting in adjustments to
the property and equipment and intangibles and other assets to their
estimated fair values associated with the acquisition as follows:
<TABLE>
<CAPTION>
ESTIMATED
ALLOCATION OF CARRYING
PURCHASE PRICE VALUE ADJUSTMENTS
-------------- -------- -----------
<S> <C> <C> <C>
Due from CBS (see Note (Q)).................. $ 5,000 $ 5,000
Property and equipment, net.................. 6,530 $ 6,224 306
Intangible and other assets, net
FCC Licenses............................... 133,240 132,130 1,110
Other Intangibles.......................... 230 228 2
-------- -------- -------
Total intangible and other assets.......... 133,470 132,358 1,112
Unfavorable impact of contracts assumed...... (5,000) (5,000)
-------- -------- -------
Total purchase price............... $140,000 $138,582 $ 1,418
======== ======== =======
</TABLE>
Intangible and other assets are amortized over a period of 40 years.
(Q) The adjustment reflects the amount received from CBS to offset the
unfavorable impact from certain contracts assumed in the CBS Transactions
and the concurrent paydown of debt.
(R) The adjustment represents the recording of the current deferred tax assets
and the deferred tax liabilities related to the conversion from an S
Corporation to a C Corporation.
31
<PAGE> 37
NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION -- (CONTINUED)
(IN THOUSANDS)
(S) Reflects the elimination of principal, accrued interest at 7% per annum,
certain deferred financing costs and the cumulative adjustment to reflect
indexing of the Convertible Subordinated Note which all convert into shares
of Class A and Class C Common Stock and additional paid-in capital in
connection with the Chase Conversion.
(T) The adjustment reflects the increase in debt necessary to fund the Boston
Transactions.
(U) The adjustment reflects assumed proceeds to the Company of $186.3 million
from the Offering, net of estimated fees and expenses, assuming an initial
public offering price of $19.50 per share.
(V) The adjustment reflects the proceeds received for WYUU-FM and WLLD-FM in the
Tampa Transaction.
(W) The adjustment reflects the balance of the S Corporation Distribution which
is the estimated remainder of the undistributed taxable income as of the
Revocation Date (including the taxable income from the Tampa Transaction)
after the adjustment reflected in Note (X) below.
(X) The adjustment reflects (i) the portion of the S Corporation Distribution
which is the estimated tax liability of the Company's existing S Corporation
shareholders on the taxable income of the Company from October 1, 1998
through the Revocation Date (including the taxable income from the Tampa
Transaction) for which distribution by the Company had not yet occurred and
(ii) the 1998 Tax Distribution.
(Y) The adjustment reclassifies the remaining retained earnings balance to
additional paid-in capital as a result of the Offering.
32
<PAGE> 38
SELECTED HISTORICAL FINANCIAL DATA
The operating and other data in the following table have been derived from
audited consolidated financial statements of the Company for the years ended
September 30, 1996, 1997 and 1998, all of which are included elsewhere in this
Prospectus, and from audited consolidated financial statements for the years
ended September 30, 1994 and 1995. The selected balance sheet data in the
following table have been derived from audited consolidated financial statements
of the Company as of September 30, 1997 and 1998, which are included elsewhere
in this Prospectus, and from audited consolidated financial statements of the
Company as of September 30, 1994, 1995 and 1996.
The comparability of the historical financial data reflected herein has
been significantly impacted by acquisitions and dispositions. The information
presented below is qualified in its entirety by, and should be read in
conjunction with the "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and the Consolidated Financial Statements
of the Company and the notes thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SEPTEMBER 30,
------------------------------------------------------------
1997 1998
1994 1995 1996 (RESTATED)(1) (RESTATED)(1)
------- ------- -------- ------------- -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Net revenues..................................... $29,137 $35,893 $ 48,675 $ 93,862 $132,998
Station operating expenses....................... 21,520 24,061 31,659 61,280 88,599
Depreciation and amortization.................... 2,248 2,225 2,960 7,685 13,066
Corporate general and administrative expenses.... 2,300 2,535 2,872 3,249 4,527
Net expense (income) from TBA fees............... -- 603 (879) (476) 2,399
Operating income................................. 3,069 6,469 12,063 22,124 24,407
Interest expense................................. 1,648 1,992 5,196 11,388 14,663
Adjustment to reflect indexing of the Convertible
Subordinated Note(2)........................... -- -- -- 29,070 8,841
Gain on sale of assets........................... 20,545 228 119 197,097 8,661
Income before income taxes and extraordinary
items.......................................... 21,531 4,805 7,053 177,259 9,892
Pro forma income taxes(3)........................ 8,182 1,826 2,680 78,405 7,119
Pro forma income before extraordinary items(3)... 13,349 2,979 4,373 98,854 2,773
Pro forma earnings per share before extraordinary
items(3)(4).................................... 0.62 0.14 0.20 4.59 0.12
Weighted average common shares outstanding --
basic(4)....................................... 21,534 21,534 21,534 21,534 22,347
Pro forma diluted earnings per share before
extraordinary items(3)(4)...................... 0.62 0.14 0.20 4.59 0.12
Weighted average common shares outstanding --
diluted(4)..................................... 21,534 21,534 21,534 21,534 22,347
BALANCE SHEET DATA (AT END OF PERIOD):
Cash and cash equivalents........................ $ 1,513 $ 1,564 $ 5,292 $ 3,626 $ 6,666
Intangibles and other assets..................... 5,552 29,548 119,269 300,029 428,763
Total assets..................................... 19,368 52,209 150,575 364,743 522,945
Senior debt, including current portion........... 15,250 46,554 111,000 117,000 253,784
Total Convertible Subordinated Note, including
cumulative adjustment to reflect indexing(5)... -- -- 25,642 56,497 67,263
Total shareholders' equity....................... 427 828 5,079 179,019 182,970
</TABLE>
33
<PAGE> 39
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SEPTEMBER 30,
-----------------------------------------------------
1994 1995 1996 1997 1998
-------- -------- -------- -------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
OTHER DATA:
Broadcast cash flow(6)............................. $ 7,617 $ 11,832 $ 17,016 $ 32,582 $ 44,399
Broadcast cash flow margin(7)...................... 26.1% 33.0% 35.0% 34.7% 33.4%
EBITDA before net expense (income) from TBA
fees(8).......................................... $ 5,317 $ 9,297 $ 14,144 $ 29,333 $ 39,872
After-tax cash flow(3)(9).......................... 2,047 4,172 7,923 16,590 21,028
Cash flows related to:
Operating activities............................. 3,950 1,182 12,773 8,859 23,019
Investing activities............................. 23,787 (28,636) (96,502) (13,695) (153,651)
Financing activities............................. (27,161) 27,505 87,457 3,170 133,672
</TABLE>
- ---------------
(1) Subsequent to the issuance of the Company's fiscal 1998 consolidated
financial statements, the Company retroactively restated the fiscal 1997 and
1998 consolidated financial statements to reflect the Convertible
Subordinated Note as an indexed debt instrument.
(2) The Convertible Subordinated Note contains a Put Option which is exercisable
on or after May 21, 2001. Upon the Chase Conversion, the amount outstanding
will be converted into Class A Common Stock, Class C Common Stock and
additional paid-in capital, and no further obligation will be due on the
note. Due to the existence of the Put Option, the Company accounts for this
instrument as indexed debt. The adjustment to reflect indexing of the
Convertible Subordinated Note has been determined by reference to the
difference between the market value, determined in accordance with the terms
of the note, of the shares of Common Stock into which the note is
convertible and the sum of principal and accrued interest on the note.
(3) Throughout the periods presented, the Company had elected to be taxed under
Subchapter S of the Code, and comparable provisions of certain state tax
laws. The amounts shown reflect pro forma provisions for state and federal
income taxes (at an assumed combined rate of 38% per annum), applied to
income before income taxes and extraordinary items, excluding the effect of
the adjustment to reflect indexing of the Convertible Subordinated Note for
as if the Company had been taxed under Subchapter C of the Code throughout
the periods presented. The Company intends to revoke its election to be
taxed as an S Corporation immediately prior to the consummation of the
Offering.
(4) Reflects the effect of the 185 for one stock split to be effected as part of
the Recapitalization.
(5) Includes (i) $25.0 million, the principal amount of the Convertible
Subordinated Note, (ii) the accrued interest on the note through such date
and (iii) the cumulative effect of the adjustment to reflect indexing of the
Convertible Subordinated Note, recorded through such date. Upon the Chase
Conversion, the amount outstanding will be converted into Class A Common
Stock, Class C Common Stock and additional paid-in-capital, and no further
obligation will be due on the note.
(6) Broadcast cash flow consists of operating income before depreciation,
amortization, net expense (income) from TBA fees and corporate expenses.
Although broadcast cash flow is not a measure of performance or liquidity
calculated in accordance with GAAP, management believes that it is useful to
an investor in evaluating the Company because it is a measure widely used in
the broadcast industry to measure a radio company's operating performance.
Nevertheless, it should not be considered in isolation or as a substitute
for operating income, cash flows from operating activities or any other
measure for determining the Company's operating performance or liquidity
that is calculated in accordance with GAAP. Moreover, because broadcast cash
flow is not a measure calculated in accordance with GAAP, this measure is
not necessarily comparable to similarly titled measures employed by other
companies.
(7) Broadcast cash flow margin represents broadcast cash flow as a percentage of
net revenue.
(8) EBITDA before net expense (income) from TBA fees consists of operating
income before depreciation, amortization and net expense (income) from TBA
fees. Although EBITDA before net expense (income) from TBA fees is not a
measure of performance or liquidity calculated in accordance with GAAP,
management believes that it is useful to an investor in evaluating the
Company because it is a measure widely used in the broadcast industry to
measure a radio company's operating performance. Nevertheless, it should not
be considered in isolation or as a substitute for operating income, cash
flows from operating activities or any other measure for determining the
Company's operating performance or liquidity that is calculated in
accordance with GAAP. Moreover, because EBITDA before net expense (income)
from TBA fees is not a measure calculated in accordance with GAAP, this
measure is not necessarily comparable to similarly titled measures employed
by other companies.
(9) After-tax cash flow consists of pro forma income before extraordinary items
minus net gain on sale of assets (net of tax) and plus depreciation,
amortization, adjustment to reflect indexing of the Convertible Subordinated
Note and the deferred tax provision (or minus the deferred tax benefit).
Although after-tax cash flow is not a measure of performance or liquidity
calculated in accordance with GAAP, management believes that it is useful to
an investor in evaluating the Company because it is a measure widely used in
the broadcast industry to measure a radio company's operating performance.
Nevertheless, it should not be considered in isolation or as a substitute
for operating income, cash flows from operating activities or any other
measure for determining the Company's operating performance or liquidity
that is calculated in accordance with GAAP. Moreover, because after-tax cash
flow is not a measure calculated in accordance with GAAP, this measure is
not necessarily comparable to similarly titled measures employed by other
companies.
34
<PAGE> 40
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following discussion and analysis of financial condition and results of
operations of the Company should be read in conjunction with the consolidated
financial statements and related notes thereto of the Company included elsewhere
in this Prospectus. Periodically, the Company may make statements about trends,
future plans and the Company's prospects. Actual results may differ materially
from those described in such forward looking statements based on the risks and
uncertainties facing the Company, including but not limited to, the following:
(i) the highly competitive nature of, and new technologies in, the radio
broadcasting industry; (ii) the Company's dependence upon its Seattle radio
stations; (iii) the risks associated with the Company's acquisition strategy;
(iv) the continued control of the Company by Joseph M. Field and David J. Field;
(v) the Company's vulnerability to changes in federal legislation or FCC
regulatory policy; and (vi) the other factors described in "Risk Factors."
Historically, the Company has operated with an October 1st to September
30th fiscal year. All references herein, with the exception of specific
references to calendar year periods, are based on the Company's fiscal year.
A radio broadcasting company's revenues are derived primarily from the sale
of broadcasting time to local and national advertisers. Those revenues are
largely determined by the advertising rates that a radio station is able to
charge and the number of advertisements that can be broadcast without
jeopardizing listener levels. Advertising rates are primarily based on three
factors: (i) a station's audience share in the demographic groups targeted by
advertisers, as measured principally by quarterly reports issued by Arbitron;
(ii) the number of radio stations in the market competing for the same
demographic groups; and (iii) the supply of and demand for radio advertising
time. In 1998, 76.2% of the Company's revenues were generated from local
advertising (which is sold primarily by each individual local radio station's
sales staff), and 22.6% were generated from national spot advertising (which is
sold by independent advertising sales representatives). The balance of 1998
revenues were generated principally by network advertising and rental income
from tower sites.
Revenues recognized under a TBA or JSA for stations operated by the Company
prior to acquiring the stations are included in net revenues, while operating
expenses associated with these stations are reflected in station operating
expenses. Consequently, there is no difference in the method of revenue and
operating expense recognition between a station operated by the Company under a
TBA or JSA and a station owned and operated by the Company.
Several factors may adversely affect a radio broadcasting company's
performance in any given period. In the radio broadcasting industry, seasonal
revenue fluctuations are common and are due primarily to variations in
advertising expenditures by local and national advertisers. Typically, revenues
are lowest in the first calendar quarter of the year. The Company generally
incurs advertising and promotional expenses to increase "listenership" and
Arbitron ratings. However, since Arbitron reports ratings quarterly, any
increased ratings and therefore increased advertising revenues tend to lag
behind the incurrence of such advertising and promotional spending.
In the broadcasting industry, radio stations often utilize trade (or
barter) agreements to reduce expenses by exchanging advertising time for goods
or services. The Company, in order to maximize cash revenue from its spot
inventory, minimizes its use of trade agreements and during the past five years
has held barter revenues under 2.0% of the Company's gross revenues and barter
related broadcast cash flow under 0.4% of the Company's broadcast cash flow.
In the following analysis, management discusses broadcast cash flow and
EBITDA before net expense (income) from TBA fees. Neither broadcast cash flow
nor EBITDA before net expense (income) from TBA fees purports to represent net
income, operating income or net cash provided by operating activities, as those
terms are defined under GAAP, and they should not be considered in isolation or
as a substitute for such
35
<PAGE> 41
measurements. Broadcast cash flow consists of operating income before
depreciation, amortization, net expense (income) from TBA fees and corporate
expenses. EBITDA before net expense (income) from TBA fees consists of operating
income before depreciation, amortization and net expense (income) from TBA fees.
In part due to the non-capital intensive nature of the radio broadcasting
industry and the high level of non-cash depreciation and amortization expense,
broadcast cash flow and EBITDA before net expense (income) from TBA fees are
frequently used as bases for evaluating radio broadcasting businesses, although
the Company's measures of broadcast cash flow and EBITDA before net expense
(income) from TBA fees may not be comparable to similarly titled measures of
other companies.
The Company calculates "same station" growth by (i) comparing the
performance of stations operated by the Company throughout a relevant quarter to
the performance of those same stations (whether or not operated by the Company)
in the prior year's corresponding quarter, excluding the effect of barter
revenues and expenses and discontinued operations and (ii) averaging such growth
rates for the period presented. "Same station broadcast cash flow margin" is the
broadcast cash flow margin of the stations included in the Company's same
station calculations. For purposes of the following discussion, pro forma net
income represents historical income before income taxes and extraordinary items
adjusted as if the Company were treated as a C Corporation during all relevant
periods at an effective tax rate of 38%, applied to income before income taxes
and extraordinary items, excluding the effect of the adjustment to reflect
indexing of the Convertible Subordinated Note (as such adjustment is not
tax-deductible) of $29.1 million and $8.8 million for the years ending September
30, 1997 and 1998, respectively and excluding extraordinary items, net of pro
forma taxes.
Because of the Company's significant acquisition and divestiture
activities, the Company's pro forma 1998 results differ materially from its
actual 1998 results. Entercom's actual results for 1998 do not reflect a full
year of operations of the Company's current portfolio of radio stations; and
include a partial year of operating results for a station which the Company
divested during the year. For the year ended September 30, 1998, pro forma net
revenues were $171.4 million and pro forma broadcast cash flow was $50.8
million. Pro forma broadcast cash flow margin was 29.6% for the year ended
September 30, 1998.
RESULTS OF OPERATIONS
Fiscal Year Ended September 30, 1998 Compared to Fiscal Year Ended September
30, 1997
Net Revenues. Net revenues increased 41.7% to $133.0 million for the year
ended September 30, 1998 from $93.9 million for the year ended September 30,
1997. Of the increase, $20.3 million is attributable to stations acquired or in
the process of being acquired during the year, offset by $5.8 million for
stations divested or in the process of being divested during the same period. On
a same station basis, net revenues for the period increased 16.3% to $128.5
million in 1998 from $110.5 million in 1997, largely due to stronger selling
efforts and radio advertising market growth. Same station revenue growth was led
by substantial increases in Seattle, Kansas City and Portland.
Station Operating Expenses. Station operating expenses increased 44.6% to
$88.6 million for the year ended September 30, 1998 from $61.3 million for the
year ended September 30, 1997. Of the increase, $13.2 million is attributable to
stations acquired or in the process of being acquired during this period, offset
by $4.4 million for stations divested or in the process of being divested during
the same period. On a same station basis, station operating expenses increased
11.2% to $84.7 million for the year ended September 30, 1998 from $76.2 million
for the year ended September 30, 1997.
In connection with the First Boston Transaction, which closed on December
11, 1998, the Company acquired broadcast contracts with certain sports teams.
The unfavorable impact of these contracts, estimated to be $5.0 million, of
which $3.3 million and $1.7 million are expected to be incurred in fiscal 1999
and 2000, respectively, has been recorded as a liability in the Company's
balance sheet as of December 11, 1998. As broadcast services are provided under
these contracts, the Company will offset $3.3 million and $1.7 million of its
costs against that liability during fiscal 1999 and 2000, respectively. Pursuant
to the purchase agreement, CBS paid $5.0 million in cash to the Company to
offset the unfavorable impact of these contracts. Although management of the
Company believes that this amount is sufficient to offset those future costs,
there can be
36
<PAGE> 42
no assurances that the actual unfavorable impact of such contracts will not be
greater that $5.0 million. CBS has no further obligation to reimburse the
Company for any additional unfavorable results that may actually be incurred by
the Company during the remaining terms of the contracts.
Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased 39.3% to $4.5 million for the year ended
September 30, 1998 from $3.2 million for the year ended September 30, 1997. This
increase was primarily due to the higher administrative expenses associated with
supporting the Company's growth. Although the Company has not previously
recorded non-cash compensation expenses, the Company anticipates recording a
non-cash compensation expense of approximately $0.3 million in each of the next
four years in connection with the issuance of 317,957 options (assuming an
initial public offering price of $19.50 per share), granted prior to the
Offering, at an exercise price of 80% of the initial public offering price.
Depreciation and Amortization. Depreciation and amortization increased
70.0% to $13.1 million for the year ended September 30, 1998 from $7.7 million
for the year ended September 30, 1997. This increase was primarily attributable
to the Company's acquisitions during 1997 and 1998.
Interest Expense and the Adjustment to Reflect Indexing of Convertible
Subordinated Note. Interest expense increased 28.8% to $14.7 million for the
year ended September 30, 1998 from $11.4 million for the year ended September
30, 1997. This increase was primarily due to indebtedness incurred in connection
with the Company's acquisitions.
The adjustment to reflect the indexing of the Convertible Subordinated Note
is determined by reference to the market value of the shares of Common Stock
into which the note is convertible which is calculated using comparable publicly
held radio broadcast companies' multiples of broadcast cash flow. The adjustment
to reflect indexing of the Convertible Subordinated Note was $29.1 million and
$8.8 million for the years ended September 30, 1997 and 1998, respectively, a
decrease of 69.6%. The decrease in the adjustment from 1997 to 1998 is due to a
reduced broadcast cash flow growth rate from 91.5% in 1997 to 36.2% in 1998
(primarily due to the timing of acquisitions) and a lower multiple in 1998 due
to the overall market condition for public radio broadcast companies at
September 30, 1998 relative to September 30, 1997.
Income Before Income Taxes and Extraordinary Items. Income before income
taxes and extraordinary items for the year ended September 30, 1998 was $9.9
million, including a gain of $8.7 million from the sale of assets. This compares
to income before income taxes and extraordinary items of $177.3 million for the
year ended September 30, 1997, which includes a gain of $197.1 million. The gain
on the assets in 1997 is primarily attributable to the Company's disposition of
stations in the Houston, San Francisco and Pittsburgh radio markets. The Company
does not expect such significant gains on the sale of assets to continue in the
future.
Extraordinary Items. The extraordinary items in 1998 resulted from the
write-off of $2.4 million of unamortized finance charges due to the early
extinguishment of debt, which resulted from the refinancing of the Company's
credit facility. There were no extraordinary items in 1997.
Pro Forma Net Income. As a result of the factors described above, pro
forma net income for the year ended September 30, 1998 was $1.3 million, which
included the impact of the recognition of $8.8 million for the adjustment to
reflect indexing of the Convertible Subordinated Note, offset by a gain of $5.4
million, net of taxes, on the sale of assets. This compares to pro forma net
income of $98.9 million for the year ended September 30, 1997, which included
$29.1 million for an adjustment to reflect indexing of the Convertible
Subordinated Note, offset by a gain of $122.2 million, net of taxes, on the sale
of assets. The decrease in gain on the sale of assets is primarily attributable
to the Company's disposition of stations in the Houston, San Francisco and
Pittsburgh radio markets during the year ended September 30, 1997. The Company
used the proceeds from these dispositions to acquire stations in markets where
it believed there was greater potential for establishing clusters. The Company
does not expect such significant gains on the sale of assets to continue in the
future.
Broadcast Cash Flow. As a result of the factors described above, broadcast
cash flow increased 36.3% to $44.4 million for the year ended September 30, 1998
from $32.6 million for the year ended September 30,
37
<PAGE> 43
1997. On a same station basis, broadcast cash flow increased 27.7% to $43.8
million for the year ended September 30, 1998 from $34.3 million for the year
ended September 30, 1997.
The Company's broadcast cash flow margin (defined as broadcast cash flow as
a percentage of net revenues) declined to 33.4% for the year ended September 30,
1998 from 34.7% for the year ended September 30, 1997. This decline was
primarily attributable to the Company's 1997 exchange of relatively mature
stations in San Francisco and Houston, which operated at higher broadcast cash
flow margins but were located in markets where management believed there were
limited growth and clustering opportunities, for less developed properties in
Seattle, Kansas City and Sacramento, which collectively operated with lower
broadcast cash flow margins but offered stronger growth and clustering
opportunities. On a same station basis, the Company's broadcast cash flow margin
increased to 34.1% for the year ended September 30, 1998 from 31.1% for the year
ended September 30, 1997.
EBITDA Before Net Expense (Income) from TBA Fees. As a result of the
factors described above, EBITDA before net expense (income) from TBA fees
increased 35.9% to $39.9 million for the year ended September 30, 1998, from
$29.3 million for the year ended September 30, 1997.
Fiscal Year Ended September 30, 1997 Compared to Fiscal Year Ended September
30, 1996
Net Revenues. Net revenues increased 92.8% to $93.9 million for the year
ended September 30, 1997 from $48.7 million for the year ended September 30,
1996. Of the increase, $38.8 million is attributable to stations acquired during
this period, offset by $9.9 million for stations divested during the same
period. On a same station basis, net revenues increased 14.2% to $86.6 million
for the year ended September 30, 1997 from $75.8 million for the year ended
September 30, 1996. Same station revenue growth was led by substantial increases
in Seattle, Kansas City, Portland, Houston and St. Louis.
Station Operating Expense. Station operating expenses increased 93.6% to
$61.3 million for the year ended September 30, 1997 from $31.7 million for the
year ended September 30, 1996. Of the increase, $20.0 million is attributable to
stations acquired during this period, offset by $5.7 million for stations
divested during the same period. On a same station basis, station operating
expenses decreased 0.4% to $55.0 million for the year ended September 30, 1997
from $55.2 million for the year ended September 30, 1996. This decrease was
attributable to cost savings measures implemented by the Company in connection
with its acquisitions.
Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased 13.1% to $3.2 million for the year ended
September 30, 1997 from $2.9 million for the year ended September 30, 1996. This
increase was primarily due to higher administrative expenses associated with
supporting the Company's growth.
Depreciation and Amortization. Depreciation and amortization increased
159.6% to $7.7 million for the year ended September 30, 1997 from $3.0 million
for the year ended September 30, 1996. This increase was primarily attributable
to the Company's 1996 and 1997 acquisitions and was partially offset by the net
effect of stations sold during the same period.
Interest Expense and the Adjustment to Reflect Indexing of Convertible
Subordinated Note. Interest expense increased 119.2% to $11.4 million for the
year ended September 30, 1997 from $5.2 million for the year ended September 30,
1996. This increase was primarily due to indebtedness incurred in connection
with the Company's acquisitions.
The adjustment to reflect the indexing of the Convertible Subordinated Note
is determined by reference to the market value of the shares of Common Stock
into which the note is convertible which is calculated using comparable publicly
held radio broadcast companies' multiples of broadcast cash flow. There was no
adjustment to reflect indexing of the Convertible Subordinated Note as of
September 30, 1996 as the face amount of the note plus 7% stated interest
approximated the market value of the Convertible Subordinated Note on such date.
The amount of the adjustment to reflect indexing of the Convertible Subordinated
Note increased from $0.0 to $29.1 million for the years ended September 30, 1996
and 1997, respectively. The adjustment for 1997 is due primarily to a 91.5%
increase in broadcast cash flow.
38
<PAGE> 44
Income Before Income Taxes and Extraordinary Item. Income before income
taxes and extraordinary item for the year ended September 30, 1997 was $177.3
million, including a gain of $197.1 million from the sale of assets and $29.0
million for the adjustment to reflect indexing of the Convertible Subordinated
Note. This compares to income before income taxes and extraordinary item of $7.1
million for the year ended September 30, 1996, which includes a gain of $0.1
million and no adjustment to reflect indexing of Convertible Subordinated Note.
The increase in gain on the sale of assets is primarily attributable to the
Company's disposition of stations in the Houston, San Francisco and Pittsburgh
radio markets. The Company used the proceeds from these dispositions to acquire
stations in markets where it believed there was greater potential for
establishing clusters. The Company does not expect such significant gains on the
sale of assets to continue in the future.
Extraordinary Items. There were no extraordinary items in 1997. The
extraordinary item in 1996 resulted from the write-off of $0.5 million of
unamortized finance charges due to the early extinguishment of debt, which
resulted from the refinancing of the Company's credit facility.
Broadcast Cash Flow. As a result of the factors described above, broadcast
cash flow increased 91.5% to $32.6 million for the year ended September 30, 1997
from $17.0 million for the year ended September 30, 1996. On a same station
basis, broadcast cash flow increased 53.3% to $31.6 million for the year ended
September 30, 1997 from $20.6 million for the year ended September 30, 1996.
Broadcast cash flow margin declined to 34.7% for fiscal 1997 from 35.0% for
fiscal 1996. This decline was primarily attributable to the Company's exchange
in fiscal 1997 of relatively mature stations in San Francisco and Houston, which
operated at higher broadcast cash flow margins but were located in markets where
management believed there were limited growth and clustering opportunities, for
less developed properties in Seattle, Kansas City and Sacramento, which
collectively operated with lower broadcast cash flow margins, but offered
stronger growth and clustering opportunities. On a same station basis, broadcast
cash flow margins increased to 36.5% for the year ended September 30, 1997 from
27.2% for the year ended September 30, 1996.
EBITDA Before Net Expense (Income) from TBA Fees. As a result of the
factors described above, EBITDA before net expense (income) from TBA fees
increased 107.4% to $29.3 million for the year ended September 30, 1997, from
$14.1 million for the year ended September 30, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company has used a significant portion of its capital resources to
consummate acquisitions. These acquisitions were or will be funded from one or a
combination of the following sources: (i) the Credit Facility (described below),
(ii) the Convertible Subordinated Note (described below), (iii) the swapping of
Company-owned radio stations in transactions which qualify as "like-kind"
exchanges under sec.1031 of the Code and (iv) internally-generated cash flow.
Net proceeds from the Offering will be used to repay a portion of the Company's
outstanding indebtedness under the Credit Facility. See "Use of Proceeds." The
proceeds of the Tampa Transaction have been placed in a qualified intermediary
account which will be used to pay a significant portion of the S Corporation
Distribution.
Net cash flows provided by operating activities were $23.0 million, $8.9
million and $12.8 million for the years ended September 30, 1998, 1997 and 1996,
respectively. Changes in the Company's net cash flow from operating activities
are primarily a result of changes in advertising revenues and station operating
expenses which are affected by the acquisition and disposition of stations
during those periods.
Net cash flows used in investing activities were $153.7 million, $13.7
million and $96.5 million for the years ended September 30, 1998, 1997 and 1996,
respectively. Net cash flows provided by financing activities were $133.7
million, $3.2 million and $87.5 million for the years ended September 30, 1998,
1997 and 1996, respectively. These cash flows reflect the acquisitions
consummated in the relevant periods and the related borrowings.
In addition to debt service, the Company's principal liquidity requirements
will be for working capital and general corporate purposes, including capital
expenditures, and, if appropriate opportunities arise, acquisitions of
additional radio stations. For calendar 1999, management anticipates maintenance
capital expenditures to
39
<PAGE> 45
be between $1.0 million and $1.5 million and total capital expenditures to be
between $3.5 million and $5.0 million. Management believes that cash from
operating activities, together with available revolving credit borrowings under
the Credit Facility, should be sufficient to permit the Company to meet its
financial obligations and fund its operations. The Company may require
additional financing for future acquisitions, if any, and there can be no
assurance that it would be able to obtain such financing on terms considered to
be favorable by management.
The Company entered into a Loan Agreement, dated as of February 13, 1998,
as amended October 8, 1998, with several banks, including Key Corporate Capital,
Inc. and Bank of America NT&SA for a $350.0 million revolving credit facility
(the "Credit Facility"), subject to compliance with certain financial ratios.
The Credit Facility was established to: (i) refinance existing indebtedness of
the Company, (ii) provide working capital and (iii) fund corporate acquisitions.
At the Company's election, interest on any outstanding principal accrues at a
rate based on either LIBOR plus a spread which ranges from 0.5% to 2.125% or on
KeyBank N.A.'s base rate plus a spread of up to 0.875%, depending on the
Company's leverage ratio. Although the Company may borrow, repay and reborrow
under the Credit Facility, the aggregate maximum amount that the Company can
have outstanding at any one time is reduced on a quarterly basis beginning on
June 30, 2000. The final maturity date for the Credit Facility is February 13,
2006. As of September 30, 1998, on a pro forma basis, the Company would have had
approximately $223.0 million of borrowings outstanding under the Credit
Facility. As of December 31, 1998, the Company had approximately $330.0 million
of borrowings outstanding under the Credit Facility.
The Credit Facility prohibits the Company from maintaining a total leverage
ratio (defined as the ratio of the Company's total debt to operating cash flow)
greater than 7.0 to 1.0, at any time through March 31, 1999, which reduces over
subsequent periods. In addition, the Credit Facility prohibits the Company from
maintaining a senior leverage ratio (defined as the ratio of the principal
amount outstanding under the Credit Facility to operating cash flow) greater
than 6.5 to 1.0, at any time through March 31, 1999, which reduces over
subsequent periods. Currently, the Company is in compliance with the total and
senior leverage ratio obligations imposed by the Credit Facility.
The Credit Facility also requires the Company to (i) maintain a fixed
charge coverage ratio (defined as the ratio of operating cash flow to the sum of
the Company's debt service, capital expenditures, taxes and capital
distributions, over any four quarter period) greater than 1.05 to 1.00 and (ii)
maintain an interest coverage ratio (defined as the ratio of operating cash flow
to interest expense over any four quarter period) greater than 2.0 to 1.0.
Currently, the Company is in compliance with each of these financial ratio
obligations imposed by the Credit Facility.
The Company entered into the Chase Agreement with Chase Capital on May 21,
1996 pursuant to which the Company issued the Convertible Subordinated Note in
the original principal amount of $25.0 million. Interest accrues at a rate of
seven percent, however, payment of interest is deferred until May 21, 2003.
Chase Capital has agreed with the Underwriters and the Company that,
immediately prior to the Offering, it will convert the Convertible Subordinated
Note. Upon the Chase Conversion, Chase Capital will receive 1,282,051 shares of
Class A Common Stock and 3,119,708 shares of Class C Common Stock (assuming an
initial public offering price of $19.50 per share), of which 550,000 shares of
Class A Common Stock are being sold by Chase Capital in the Offering (1,282,051
shares if the Underwriters' over-allotment option is exercised in full). After
giving effect to the Offering, including Chase Capital's sale of shares of Class
A Common Stock therein, Chase Capital will beneficially own approximately 3.2%
of the Company's Class A Common Stock and all of the Class C Common Stock,
representing 0.6% of the total voting power of the Company's outstanding Common
Stock (none of the Company's Class A Common Stock, representing none of the
total voting power of the Company's outstanding Common Stock, if the
Underwriters' over-allotment option is exercised in full). See "Selling
Shareholder" and "Risk Factors -- Benefits to Existing Shareholders and
Affiliates."
The Company accounts for this instrument as indexed debt. The Company
recognized as an expense an adjustment to reflect indexing of the Convertible
Subordinated Note amounting to $0.0, $29.1 million and $8.8 million for the
years ended September 30, 1996, 1997 and 1998, respectively. At September 30,
1998, the
40
<PAGE> 46
market value of the Chase Shares was approximately $67.3 million (the principal
amount of the note plus accrued interest amounted to approximately $29.4 million
and the cumulative adjustment to reflect indexing of the Convertible
Subordinated Note was approximately $37.9 million). Up to the date of the Chase
Conversion, the Company may recognize further adjustments to reflect indexing of
the Convertible Subordinated Note. Based upon an initial public offering price
of $19.50 per share, the Company anticipates that it will record an additional
adjustment to reflect indexing of the Convertible Subordinated Note of
approximately $18.1 million as of December 31, 1998. Upon the Chase Conversion,
the Convertible Subordinated Note will be converted into 1,282,051 shares of
Class A Common Stock, 3,119,708 shares of Class C Common Stock (assuming an
initial public offering price of $19.50 per share) and the principal, accrued
interest, and cumulative adjustment to reflect indexing of the Convertible
Subordinated Note will be converted into the stated capital for such shares and
additional paid-in capital, and no further obligation will be due on the note.
The Credit Facility requires the Company to protect itself from interest
rate fluctuations through the use of derivative rate hedging instruments. As a
result, the Company has entered into various convertible rate cap and interest
rate swap transactions with various banks (the "Rate Hedging Transactions")
designed to mitigate the Company's exposure to significantly higher floating
interest rates. A rate cap agreement establishes an upper limit or "cap" for the
base LIBOR rate. Swap agreements require that the Company pay a fixed rate of
interest on the notional amount to a bank and the bank pay to the Company a
variable rate equal to three-month LIBOR. Certain of the swap agreements grant
the bank the option to terminate the transaction prior to its respective
expiration date in certain limited circumstances.
In the future, the Company expects to continue executing Rate Hedging
Transactions only to the extent required under the Credit Facility and does not
anticipate holding derivative securities for speculative or investment purposes.
The following table sets forth certain information regarding the Rate Hedging
Transactions which the Company had entered into as of September 30, 1998.
<TABLE>
<CAPTION>
UNRECOGNIZED GAINS (LOSSES) AS OF
-----------------------------------
SEPTEMBER 30,
CONVERTIBLE CAP SWAP -----------------------------------
NOTIONAL AMOUNT INTEREST RATE INTEREST RATE EXPIRATION DATE 1996 1997 1998
- --------------- --------------- ------------- ----------------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
$20,000,000 -- 6.77% May 16, 2000 $(208,000) $(351,000) $ (652,000)
25,000,000(1) -- 5.89 July 29, 2003 (117,000) (212,000) (1,057,000)
25,000,000 7.50 6.05 August 8, 2000 15,000 (103,000) (1,069,000)
15,000,000 -- 5.61 January 10, 2005 -- -- (525,000)
14,000,000 -- 5.86 January 10, 2005 -- -- (705,000)
30,000,000 -- 5.77 February 27, 2008 -- -- (1,793,000)
</TABLE>
(1) This cap was converted by the bank into an interest rate swap effective
October 29, 1998.
No gains or losses have been recognized by the Company during the periods
indicated.
RECENT PRONOUNCEMENTS
In June 1998, the FASB issued SFAS No. 133 entitled "Accounting for
Derivative Instruments and Hedging Activities," which establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
"derivatives"), and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. The accounting for changes
in the fair value of a derivative depends on the intended use of the derivative
and the resulting designation. This statement is effective for all fiscal
quarters of fiscal years beginning after June 15, 1999, and should not be
applied retroactively to financial statements of prior periods. Management has
not yet determined what effect, if any, this statement will have on the Company.
41
<PAGE> 47
IMPACT OF YEAR 2000 ISSUES
The Company relies, directly and indirectly, on information technology
systems to operate its radio stations, provide its radio stations with
up-to-date news and perform a variety of administrative services including
accounting, financial reporting, advertiser spot scheduling, payroll and
invoicing. Most of these information technology systems, such as Marketron,
Columbine, Ultipro, Solomon and Novell, are standard commercial software
products used both throughout the radio broadcasting industry and in other
industries. The Company also uses non-information technology systems, such as
microchips for dating and other automated functions. All of these technology
systems could potentially be affected by Year 2000 Issues.
In order to minimize the risk of Year 2000 related losses, the Company is
conducting a comprehensive assessment of its Year 2000 Issues. This assessment
consists of (i) an analysis of all of the information and non-information
technology systems that the Company uses, including the circulation of Year 2000
compliance questionnaires to the chief engineers of each of the Company's
stations, requiring them to evaluate their respective station's preparedness for
Year 2000 Issues and (ii) an inquiry as to the Year 2000 status of third parties
material to the Company's operations, including the transmission of letters to
all key service providers requesting written confirmation of their Year 2000
readiness.
Although the Company is still in the process of assessment, the Company has
determined that the bulk of the technology systems it uses internally are Year
2000 compliant. The Company has received confirmation from each supplier that
provided or manufactured a material information or non-information technology
system used by the Company that such system is either Year 2000 compliant or
that such supplier will, within a short period of time, provide software aides,
supplements or replacements that will make such system Year 2000 compliant.
Due to (i) the preventive measures being taken in response to the Company's
assessment, (ii) the relatively small degree to which the radio broadcasting
industry, as compared to other industries, depends on older large computer
systems or interfaces with third party computer systems, (iii) the fact that
most of the Company's automated administrative services can, if needed, be
performed manually and (iv) the fact that most of the Company's radio stations
are equipped with emergency power systems, management believes that, while
difficult to fully assess, Year 2000 Issues should not have a material adverse
effect on the Company's broadcast operations.
The Company believes that it is difficult to fully assess the risks of the
Year 2000 problem due to the numerous uncertainties surrounding the issue.
Management believes that the primary risks are external to the Company and
relate to the Year 2000 readiness of its third party suppliers. The inability of
such third party suppliers to adequately address the Year 2000 issues on a
timely basis could result in a material financial risk, including loss of
revenue, substantial unanticipated costs and service interruptions. The Company
plans to continue its efforts to survey all work with such third party suppliers
to address all significant Year 2000 issues in a timely manner.
The Company expects to have completed its Year 2000 remediation efforts by
the end of the third quarter of fiscal 1999. Additionally, the Company will
develop a contingency plan for dealing with Year 2000 Issues caused by systems
external to the Company by the end of the third quarter of fiscal 1999. Since
most of the Year 2000 compliance achieved by the Company to date has been done
through the normal upgrading process, separate costs have not been allocated to
the Year 2000 Issue. Based on its experience to date, the Company estimates that
the remaining costs to respond to the Year 2000 Issues will be approximately
$250,000. All such costs will be expensed as incurred.
42
<PAGE> 48
BUSINESS
OVERVIEW
Entercom, founded in 1968, is the sixth largest radio broadcasting company
in the United States, based on pro forma 1997 gross revenues. The Company owns
and operates 42 stations, 25 FM and 17 AM, in eight markets, including five of
the country's top 30 radio advertising markets. The Company has built the
largest radio station clusters, based on gross revenues, in Seattle and Kansas
City, and one of the three largest clusters in Boston, Portland, Sacramento and
Rochester. On a pro forma basis, the Company would have had net revenues of
$171.4 million, operating income of $27.0 million and pro forma income before
extraordinary items of $7.5 million for the year ended September 30, 1998. In
addition, pro forma broadcast cash flow during the same period would have been
$50.8 million.
The Company's net revenues and broadcast cash flow have grown significantly
on both a total and same-station basis. Over the past three fiscal years, net
revenues grew at a compound annual rate of 68.4% from an actual $35.9 million in
fiscal 1995 to a pro forma $171.4 million in fiscal 1998. Broadcast cash flow
grew at a compound annual rate of 62.7% from an actual $11.8 million in fiscal
1995 to a pro forma $50.8 million in fiscal 1998. During this same period, the
Company's same station net revenues and broadcast cash flow grew at average
annual rates of 15.0% and 36.4%, respectively. In addition, the Company's
after-tax cash flow grew at a compound annual rate of 97.2% from an actual $4.2
million in fiscal 1995 to a pro forma $32.2 million in fiscal 1998.
CORPORATE HISTORY
Throughout its 30 year history of operations, Entercom has experienced
sustained growth by adapting its acquisition and operating strategies to
capitalize on changes occurring in the radio broadcasting industry. Entercom's
Chairman of the Board and Chief Executive Officer, Joseph M. Field, founded the
Company in 1968 on the conviction that FM broadcasting, then in its infancy,
would surpass AM broadcasting as the leading aural medium. The Company's
strategy from inception through the 1970's was to acquire FM stations in the top
20 radio advertising markets at a fraction of prevailing prices for AM stations
and to operate those stations economically and profitably by utilizing niche
formats not being offered by major AM stations. The Company continued this
strategy until FM's technical superiority and the availability of inexpensive
AM/FM receivers drove FM's penetration of the radio advertising market to
critical mass and FM stations began to compete successfully with the dominant AM
stations of the time for control of mass market audiences. In addition, Entercom
pursued a strategy of purchasing technically underdeveloped FM stations and
upgrading them so that they could become competitive stations in their markets.
The Company adjusted its strategic plan in the mid-1980's. With FM at
critical mass, the Company began a deliberate multi-year effort to enhance its
operations at both the corporate and station levels to compete for greater
shares of audience and advertising dollars in its markets. With the advent of
the duopoly rules in 1992 (permitting expansion of ownership in a market from
one to two stations in each radio medium), Entercom began to "double up" in its
markets. Since the passage of the Telecom Act, which permitted ownership of up
to eight radio stations in most major markets, the Company has pursued a
creative acquisition and development strategy pursuant to which it has swapped
stand-alone FM stations in various markets to build market leading clusters in
large growth markets where the Company could develop a significant presence.
ACQUISITION STRATEGY
The Company, through a disciplined acquisition strategy, seeks to (i) build
market leading clusters of stations principally in large growth markets and (ii)
acquire underdeveloped properties that offer the potential for significant
improvements in revenues and broadcast cash flow through the application of the
Company's operational, administrative and/or engineering expertise. As part of
its strategy, the Company has strategically redeployed its asset base by
swapping relatively mature stations in markets where the Company believed it
would be difficult to build leading station clusters in exchange for
underperforming stations in other markets that management believed offered
stronger growth and clustering opportunities. For example, in 1997 the
43
<PAGE> 49
Company exchanged one station in Houston plus $5.0 million for three stations in
Seattle and four stations in Kansas City. The Seattle acquisitions solidified
the Company's position as the leading radio operator in that market while the
four stations acquired in Kansas City enabled the Company to enter a new large
market with a significant presence.
The Company has a track record of structuring acquisitions in creative
ways, including being a pioneer of multi-party station swaps. Since October 1,
1996, the Company, in 21 transactions, has acquired or agreed to acquire 37
radio stations and has divested or agreed to divest, for strategic reasons, 11
radio stations. The Company has been involved in transactions with many of the
leading radio broadcast companies or their predecessors, including CBS Radio,
Viacom Inc., American Radio Systems Corporation, Citicasters Inc., Jacor
Communications, Inc., Sinclair Broadcast Group, Inc., Bonneville International
Corp. and Susquehanna Radio Corp. As a result of these transactions, the Company
has divested its stand-alone stations while establishing the largest clusters in
Seattle and Kansas City and building superduopolies in Boston, Portland,
Sacramento and Rochester. The Company believes that its proven record of
consummating creative transactions with many of the leading radio broadcast
companies positions it well to continue to participate in the consolidation
occurring in its industry.
OPERATING STRATEGY
The principal components of the Company's operating strategy are set forth
below.
- DEVELOP MARKET LEADING STATION CLUSTERS. The Company has built one of
the three leading clusters in each of its eight markets. To enhance its
competitive position, the Company strategically aligns its stations
within each market to optimize their performance, both individually and
collectively. The Company seeks to maximize the ratings, revenue and
broadcast cash flow of its radio stations by tailoring their programming
to optimize aggregate audience delivery. For example, in Kansas City,
Entercom acquired two stations that had been engaged in a lengthy battle
in the Adult Contemporary format. Largely as a result of that
competition, these stations were the 10(th) and 12(th) ranked stations
among Adults 25-54 in the market. Shortly after acquiring the stations,
the Company reformatted one of the stations to an Album Oriented Rock
format. As a result of this strategy, the stations now rank 3(rd) in
Women 25-54 and 2(nd) in Men 25-54, respectively.
- ENHANCE OPERATIONS OF NEWLY ACQUIRED UNDERPERFORMING STATIONS. The
Company has built a long-term track record of acquiring and developing
underperforming stations. This has enabled the Company to achieve
superior same-station revenue and broadcast cash flow growth over the
past several years. The Company utilizes a variety of techniques to
develop underachieving properties, including: strategic market research
and analysis; management enhancements; expenditure reductions; facility
consolidations; technical upgrades; programming and marketing
enhancements; and improved sales training and techniques. The Company's
current portfolio of stations includes a significant number of recently
acquired stations which management believes are underdeveloped. In the
aggregate, 33 of these stations which the Company commenced operating
since January 1, 1997 operated at a broadcast cash flow margin of 22.2%
during the year ended September 30, 1998. By comparison, in the
aggregate, the nine stations which the Company commenced operating prior
to 1997, operated at a broadcast cash flow margin of 46.2% during the
year ended September 30, 1998.
- BUILD STRONGLY-BRANDED FRANCHISES. The Company analyzes market research
and competitive factors to identify the format opportunity, music
selection and rotation, presentation and other key programming attributes
that it believes will best position each station to maximize its audience
share and, consequently, its revenues and broadcast cash flow. The
Company's stations pursue a variety of programming and marketing
initiatives designed to develop a distinctive identity and to strengthen
the stations' local "brand" or "franchise" value. For example, the
Company's "endfest(TM)" festival in Seattle attracts 18,000 listeners to
a day-long festival with live music and other attractions, solidifying
KNDD's ("The End(TM)") brand image in Seattle. The Company has also been
on the leading edge of several national programming trends during the
past decade including Modern Rock, Young Adult Country and Adult Album
Alternative.
44
<PAGE> 50
- LEVERAGE STATION CLUSTERS TO CAPTURE GREATER SHARE OF ADVERTISING
REVENUE. The Company believes radio will continue to gain revenue share
from other media by capitalizing on its enhanced competitive platform. As
a result of deregulation in the radio broadcasting industry, operators
can now create radio station clusters that have the critical mass of
audience reach and marketing resources necessary to pursue incremental
advertising and promotional revenues more aggressively. The Company has
begun to capitalize on this opportunity by developing specialized teams
in Seattle, Portland, Sacramento and Kansas City to work with
non-traditional radio advertisers to create and develop marketing
programs and solutions.
- MAXIMIZE TECHNICAL CAPABILITIES. The Company seeks to operate stations
with the strongest signals in their respective markets. In addition, the
Company, on various occasions, has identified opportunities to upgrade
low-powered or out-of-market stations and transform them into competitive
signals, thus increasing their value significantly. For example, the
Company recently sold its two Tampa FM stations, which it had purchased
for an aggregate of $4.9 million, for $75.0 million after upgrading their
respective license classes. In addition, the Company upgraded the FCC
license class of KMTT-FM in Seattle, KNRK-FM in Portland and, KRXQ-FM in
Sacramento. Today each of these stations has a competitive signal in its
respective market.
- RECRUIT, DEVELOP, MOTIVATE AND RETAIN SUPERIOR EMPLOYEES. The Company
believes that station operators differentiate themselves from their peers
primarily through their ability to recruit, develop, motivate and retain
superior management, programming, and sales talent. Accordingly, the
Company strives to establish a creative and collegial working environment
in which talented employees are able to thrive. The Company encourages
its stations to build strong community bonds through local and
company-wide community service programs, which facilitate strong local
business relationships and provide employees with opportunities for
enhanced job fulfillment. The Company offers competitive pay packages
with performance-based incentives for its key employees. In addition, the
Company provides employees with opportunities for personal growth and
advancement through extensive training, seminars and other educational
programs.
STATION PORTFOLIO
The Company has built a highly consolidated portfolio of radio stations
concentrated primarily in top 30 markets with above average growth
characteristics. The Company generated 94.0% of its pro forma fiscal 1998 net
revenues from the five top 30 markets in which it operates. Radio advertising
revenues in these five markets have grown at an average annual rate of 11.3%
from 1992 to 1997, which exceeded the average annual growth rate of both the
aggregate radio industry and top 30 markets. Furthermore, the Company generated
98.7% of its pro forma fiscal 1998 net revenues from superduopolies, which the
Company defines as clusters of four or more stations in one market. Management
believes that Entercom's superduopolies enable the Company to (i) amass greater
resources to penetrate and capture additional local radio advertising revenues,
(ii) consolidate administrative, engineering and management functions to reduce
costs and (iii) be more flexible in adjusting formats to serve changing listener
needs. In addition, the Company believes that superduopolies enhance its
stations' ability to compete for advertising and promotional dollars with other
media, including television and newspaper.
45
<PAGE> 51
The following table sets forth certain information about the markets in
which the Company operates:
<TABLE>
<CAPTION>
1992-1997 1997
1997 RADIO MARKET COMPANY'S STATIONS COMPANY
RADIO MARKET AVERAGE ------------------- MARKET
MARKET(1) REVENUE RANK(2) REVENUE GROWTH(2) FM AM TOTAL REVENUE SHARE(2)
- --------- ---------------- ------------------ --- --- ----- ----------------
<S> <C> <C> <C> <C> <C> <C>
Boston................. 10 13.7% 2 3 5 19.4%(3)
Seattle(4)............. 13 10.5 5(4) 3 8(4) 40.4(4)
Portland............... 21 11.8 4 3 7 25.8
Sacramento............. 28 6.7 4 1 5 20.9
Kansas City............ 29 11.3 3 4 7 33.8
-- -- --
Top 30 Markets....... 18 14 32
Rochester.............. 55 8.1 3 1 4 21.7
Gainesville/Ocala...... 124 6.5 2 0 2 23.8
Longview/Kelso......... n/a n/a 2 2 4 n/a
-- -- --
All Markets.......... 25 17 42
</TABLE>
- ---------------
(1) The Company's stations are in some instances licensed to communities other
than the named principal community for the market.
(2) Source: Duncan's.
(3) Does not include the revenues of WWTM-AM, which competes in the adjacent
Worcester market.
(4) The Company also sells substantially all the advertising time of a sixth FM
station under a JSA, and the revenues from such sales are included in 1997
Company Market Revenue Share.
The following is a general description of each of the Company's stations
and the markets served by those stations. The Audience Share and Audience Rank
in Target Demographic figures are shown as reported by Arbitron, and the 1997
Radio Market Revenue Rank for each market figure is shown as reported by
Duncan's.
BOSTON
1997 Radio Market Revenue Rank: 10
<TABLE>
<CAPTION>
AUDIENCE SHARE AUDIENCE RANK
TARGET IN TARGET IN TARGET
STATION CALL LETTERS FORMAT DATE ACQUIRED DEMOGRAPHIC DEMOGRAPHIC DEMOGRAPHIC
- -------------------- ------------ ------------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C>
WEEI-AM Sports Talk December 1998 Men 25-54 6.5 2(tie)
WRKO-AM Talk December 1998 Men 25-54 5.1 4
WAAF-FM Active Rock pending Men 18-34 8.6 3
WEGQ-FM Classic Hits pending Adults 25-54 3.7 11(tie)
WWTM-AM(1) Sports Talk pending Men 25-54 n/a n/a
</TABLE>
- ---------------
(1) Station competes in the adjacent community of Worcester, Massachusetts and
simulcasts virtually all of the programming of WEEI-AM.
Market Overview
Boston is the 10th largest radio market in the United States based on 1997
radio advertising revenue. Radio advertising revenues in the Boston market have
grown from approximately $115.6 million in 1992 to approximately $219.0 million
in 1997 at a compound annual rate of 13.7%. Market radio advertising revenue in
1997 grew 12.9% over 1996 revenue. There are currently 20 viable stations in the
Boston radio market, according to Duncan's.
Boston Stations
The Company will own and operate five stations, 2 FM and 3 AM, in the
Boston market, including one AM station in the adjacent Worcester market, upon
consummation of the Second Boston Transaction. The Company's five-station group
is the market's second largest radio cluster with a 19.4% market revenue share.
46
<PAGE> 52
Of the Company's five Boston stations, three rank in the top five for their
respective target demographic audiences.
The Entercom cluster in Boston features two of the market's three major AM
stations. WEEI-AM, Boston's all-sports station, is the flagship for the radio
networks of the Boston Red Sox, Boston Celtics and Boston College's football and
basketball teams. The station also features a highly rated line-up of talk show
hosts which has enabled WEEI-AM to rank consistently as one of the leaders among
Men 25-54. WRKO-AM is Boston's principal talk station, featuring major
nationally syndicated and local personalities such as Dr. Laura and Howie Carr,
whose afternoon show is syndicated by WRKO-AM to several other stations
throughout New England.
The Company will also own and operate two FM rock stations in the Boston
market, WAAF-FM and WEGQ-FM. WAAF-FM, a heritage rock station, features an
Active Rock format that appeals to the Men 18-34 demographic. WEGQ-FM is a
Classic Hits station featuring music from the 70's and 80's that is targeted to
Adults 25-54.
SEATTLE
1997 Radio Market Revenue Rank: 13
<TABLE>
<CAPTION>
AUDIENCE SHARE AUDIENCE RANK
TARGET IN TARGET IN TARGET
STATION CALL LETTERS FORMAT DATE ACQUIRED DEMOGRAPHIC DEMOGRAPHIC DEMOGRAPHIC
- -------------------- ---------------- -------------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C>
KBSG-AM/FM Oldies August 1996 Adults 25-54 5.8 2
KIRO-AM News/Talk/Sports March 1997 Men 25-54 7.1 1
KIRO-FM Talk March 1997 Adults 25-54 3.7 12(tie)
KISW-FM Active Rock May 1997(1) Men 18-34 11.4 2
KMTT-FM Adult Rock 1973 Adults 25-54 3.6 14
KNWX-AM News/Business March 1997 Adults 25-54 1.0 22(tie)
KNDD-FM Modern Rock August 1996 Men 18-34 12.7 1
</TABLE>
- ---------------
(1) TBA commenced June 1996.
Market Overview
Seattle is the 13th largest radio market in the United States based on 1997
radio advertising revenue. Radio advertising revenues in the Seattle market have
grown from approximately $91.9 million in 1992 to approximately $150.5 million
in 1997 at a compound annual rate of 10.5%. Market radio advertising revenue in
1997 grew 13.8% over 1996 revenue. There are currently 22 viable stations in the
Seattle radio market, according to Duncan's.
Seattle Stations
The Company owns and operates eight stations, 5 FM and 3 AM, in the Seattle
market, and sells advertising on a sixth FM station pursuant to a JSA. The
Company's nine-station group is the market's largest radio cluster with a 40.4%
market revenue share. Of the Company's eight Seattle stations, two rank first
and an additional two rank in the top five for their respective target
demographic audiences.
A cornerstone of Entercom's Seattle cluster is KIRO-AM, the market's
leading radio news and information source. KIRO Newsradio 710 AM broadcasts
up-to-the-minute news and popular local talk-shows and serves as the flagship
station for the Seattle Mariners and the Seattle Seahawks radio networks. In the
last eight Arbitron quarterly reports, the station has ranked first among Adults
25-54 four times and first among Men 25-54 five times. The Company recently
negotiated a five-year extension through the 2002 season of its exclusive radio
broadcasting rights agreement with the Seattle Mariners. The Company's agreement
with the Seattle Seahawks runs through the 1999 season. Complementing KIRO-AM,
the Company owns
47
<PAGE> 53
and operates KNWX-AM, a business-oriented news radio station, and KIRO-FM,
Seattle's only FM talk station.
In addition, the Company owns and operates three rock stations in the
Seattle market including KNDD-FM ("The End(TM)"), KMTT-FM ("The Mountain(R)")
and KISW-FM. The Company has refined the programming of each of these rock
stations so that each station targets a distinct segment of the Adults 18-54
market. As a result, the Company's rock stations rank first and second with Men
18-34. The Company's Seattle cluster also includes KBSG-AM/FM, Seattle's only
Oldies station, which has ranked first or second among Adults 25-54 in eleven of
the last twelve Arbitron quarterly reports.
In connection with the Bonneville Transaction in March 1997, the Company
assumed the obligations of Bonneville under a JSA pursuant to which it sells all
the commercial air time for KING-FM, Seattle's only classical radio station. On
July 1, 1997 the Company and Classic Radio, Inc. extended the JSA through June
2002.
PORTLAND
1997 Radio Market Revenue Rank: 21
<TABLE>
<CAPTION>
AUDIENCE SHARE AUDIENCE RANK
TARGET IN TARGET IN TARGET
STATION CALL LETTERS FORMAT DATE ACQUIRED DEMOGRAPHIC DEMOGRAPHIC DEMOGRAPHIC
- -------------------- ----------- ------------- ----------- -------------- -------------
<S> <C> <C> <C> <C> <C>
KFXX-AM Sports Talk August Men 25-54 3.3 12
1995(1)
KGON-FM Classic August Men 25-54 10.7 1
Rock 1995(1)
KKSN-AM Nostalgia June 1998(2) Adults 1.5 16(tie)
35-64
KKSN-FM Oldies June 1998(2) Adults 8.0 2
25-54
KNRK-FM Modern Rock August Men 18-34 11.2 2(tie)
1995(1)
KRSK-FM Hot Adult June 1998(2) Women 18-34 10.6 2
Contemporary
KSLM-AM Sports Talk December 1998 Men 25-54 n/a(3) n/a(3)
</TABLE>
- ---------------
(1) TBA commenced April 1995.
(2) TBA commenced March 1998.
(3) KSLM-AM is licensed to Salem, Oregon within the Portland market and will
simulcast KFXX-AM programming.
Market Overview
Portland is the 21st largest radio market in the United States based on
1997 radio advertising revenue. Radio advertising revenues in the Portland
market have grown from approximately $52.5 million in 1992 to approximately
$91.8 million in 1997 at a compound annual rate of 11.8%. Market radio
advertising revenue in 1997 grew 6.3% over 1996 revenue. There are currently
18.5 viable stations in the Portland radio market, according to Duncan's.
Portland Stations
The Company owns and operates seven stations, 4 FM and 3 AM, in the
Portland market. The Company's seven-station group is one of the three largest
clusters in the market with a 25.8% market revenue share. Of the Company's seven
Portland stations, one ranks first and an additional three rank in the top five
for their respective target demographic audiences.
The Company entered the Portland market in 1995, as a result of an internal
study that identified Portland as the Company's primary target market for
expansion. In 1995, the Company acquired three stations in Portland, including
KGON-FM, the market's Classic Rock station. The Company recently increased the
size of its Portland cluster by acquiring three additional stations, including
KKSN-FM, the market's only Oldies station and KKSN-AM, the market's only
Nostalgia station. The Company also acquired KKRH-FM, a Classic Hits station,
which competed directly with KGON-FM. In June 1998, the Company changed
48
<PAGE> 54
KKRH-FM's format to Hot Adult Contemporary to pursue a different demographic
target, Women 18-34 and changed its call letters to KRSK-FM ("Rosie 105(TM)").
The Company also owns and operates KFXX-AM, an all-sports station. KFXX-AM
is an affiliate of the Seattle Mariners radio network and carries popular local
and nationally-syndicated programming. To increase the nighttime strength and
coverage of KFXX-AM's signal, the Company recently exchanged the broadcast
frequency and technical facilities of KFXX-AM with those of KKSN-AM and agreed
to acquire KSLM-AM in Salem, Oregon to expand the coverage of KFXX-AM to the
south through a simulcast of its programming.
SACRAMENTO
1997 Radio Market Revenue Rank: 28
<TABLE>
<CAPTION>
AUDIENCE SHARE AUDIENCE RANK
TARGET IN TARGET IN TARGET
STATION CALL LETTERS FORMAT DATE ACQUIRED DEMOGRAPHIC DEMOGRAPHIC DEMOGRAPHIC
- -------------------- -------------- ---------------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C>
KCTC-AM Nostalgia January 1998 Adults 35-64 2.3 14
KRXQ-FM Active Rock June 1997(1) Men 18-34 14.2 1
KSEG-FM Classic Rock June 1997(1) Men 25-54 6.1 4
KSSJ-FM Smooth Jazz November 1997 Adults 25-54 3.7 11
KDND-FM Contemporary June 1997(1) Women 18-34 6.6 7
Hit Radio
</TABLE>
- ---------------
(1) TBA commenced January 1997.
Market Overview
Sacramento is the 28th largest radio market in the United States based on
1997 radio advertising revenue. Radio advertising revenues in the Sacramento
market have grown from approximately $54.4 million in 1992 to approximately
$75.0 million in 1997 at a compound annual rate of 6.7%. Market radio
advertising revenue in 1997 grew 5.0% over 1996 revenue. There are currently 17
viable stations in the Sacramento radio market, according to Duncan's.
Sacramento Stations
The Company owns and operates five stations, 4 FM and 1 AM, in the
Sacramento market. The Company's five-station group is one of the three largest
clusters in the market with a 20.9% market revenue share. Of the Company's five
Sacramento stations, one ranks first and an additional station ranks in the top
five for their respective target demographic audiences.
Two of the Company's FM stations, KSEG-FM and KDND-FM (formerly KXOA-FM),
have been direct competitors. In July 1998, the Company changed KDND-FM's format
from Classic Hits to Contemporary Hit Radio to pursue a different demographic
target, Women 18-34. Management believes that KSEG-FM, Sacramento's exclusive
Classic Rock station, should benefit from this format change.
KRXQ-FM, an Active Rock station, has been the market's consistent leader
among Men 18-34 and a leading competitor among Adults 18-34 as well. The Company
recently completed a frequency exchange with ARS, through which KRXQ-FM has
upgraded its current class B1 facility at 93.7 FM to a full class B signal at
98.5 FM, which has expanded KRXQ-FM's signal coverage, and therefore, its
competitive position. KSSJ-FM (formerly KBYA-FM) commenced operations from a new
tower site in December 1997 with a Smooth Jazz format.
49
<PAGE> 55
KANSAS CITY
1997 Radio Market Revenue Rank: 29
<TABLE>
<CAPTION>
AUDIENCE SHARE AUDIENCE RANK
TARGET IN TARGET IN TARGET
STATION CALL LETTERS FORMAT DATE ACQUIRED DEMOGRAPHIC DEMOGRAPHIC DEMOGRAPHIC
- -------------------- ------------------- ------------- ----------- -------------- -------------
<S> <C> <C> <C> <C> <C>
KCMO-AM Talk March 1997 Adults 2.4 14
25-54
KCMO-FM Oldies March 1997 Adults 5.9 8(tie)
25-54
KMBZ-AM News/Talk/Sports March 1997 Men 25-54 6.2 5
KUDL-FM Adult Contemporary January 1998 Women 25-54 9.4 3
KYYS-FM Album Oriented Rock March 1997 Men 25-54 8.2 2
WDAF-AM Country January 1998 Adults 7.8 1
35-64
WREN-AM (to be determined) pending n/a n/a n/a
</TABLE>
Market Overview
Kansas City is the 29th largest radio market in the United States based on
1997 radio advertising revenue. Radio advertising revenues in the Kansas City
market have grown from approximately $42.0 million in 1992 to approximately
$71.4 million in 1997 at a compound annual rate of 11.3%. Market radio
advertising revenue in 1997 grew 7.5% over 1996 revenue. There are currently 16
viable stations in the Kansas City radio market, according to Duncan's.
Kansas City Stations
The Company owns and operates seven stations, 3 FM and 4 AM, in the Kansas
City market. The Company's seven-station group is the market's largest radio
cluster with a 33.8% market revenue share. The Company's cluster includes three
well-branded FM stations and the market's three strongest AM signals. Of the
Company's seven Kansas City stations, one ranks first and an additional three
rank in the top five for their respective target demographic audiences.
The Company's Kansas City FM stations illustrate the Company's ability to
react to local market conditions and tailor its stations' programming to broaden
their collective audience reach and, consequently, their revenue and broadcast
cash flow potential. Prior to their recent acquisition by the Company, KYYS-FM
(formerly KLTH-FM) and KUDL-FM had been engaged in a lengthy battle in the Adult
Contemporary format. Largely as result of that competition, these stations were
the 10th and 12th ranked adult stations in the market. Shortly after acquiring
the stations, the Company took advantage of the opportunity created when a new
operator dropped the format and call letters of KYYS-FM, the Kansas City
heritage rock station. To capitalize on this opportunity, the Company replaced
the Adult Contemporary format on KLTH-FM with an Album Oriented Rock format,
changed KLTH-FM's call letters to KYYS-FM and emerged as the heritage rock
station in the market. As a result of this strategy, KUDL-FM and KYYS-FM rank
3rd in Women 25-54 and 2nd Men 25-54, respectively. The Company's third FM
station in Kansas City, KCMO-FM, is the market's exclusive Oldies station and
targets the Adults 25-54 demographic.
The cornerstone of the Company's Kansas City AM presence is KMBZ-AM, the
market's news/talk/sports leader. In addition to featuring successful talk shows
such as the Rush Limbaugh Show, KMBZ-AM is the new flagship of the Kansas City
Royals Radio Network and carries sports coverage of the University of Kansas and
the University of Missouri. The Company's exclusive radio broadcasting rights
agreement with the Kansas City Royals runs through the 2000 season. In addition,
the Company owns and operates KCMO-AM, the market's leading Talk Radio station,
and WDAF-AM, one of the most listened to AM Country stations in the United
States. Traditionally known as the "voice of the heartland," WDAF-AM possesses
the Kansas City radio market's best AM signal and a multi-decade heritage of
Country music programming.
50
<PAGE> 56
ROCHESTER
1997 Radio Market Revenue Rank: 55
<TABLE>
<CAPTION>
AUDIENCE SHARE AUDIENCE RANK
TARGET IN TARGET IN TARGET
STATION CALL LETTERS FORMAT DATE ACQUIRED DEMOGRAPHIC DEMOGRAPHIC DEMOGRAPHIC
- -------------------- ------------ ------------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C>
WBBF-FM Oldies June 1998 (1) Adults 25-54 7.3 5
WBEE-FM Country June 1998 (1) Adults 25-54 11.0 1
WEZO-AM Nostalgia June 1998 (1) Adults 35-64 1.1 15
WQRV-FM Classic Hits June 1998 (1) Adults 25-54 3.2 11
</TABLE>
- ---------------
(1) TBA commenced March 1998.
Market Overview
Rochester, New York is the 55th largest radio market in the United States
based on 1997 radio advertising revenue. Radio advertising revenues in the
Rochester market have grown from approximately $23.5 million in 1992 to
approximately $34.5 million in 1997 at a compound annual rate of 8.1%. Market
radio advertising revenue in 1997 grew 6.8% over 1996 revenue. There are
currently 13.5 viable stations in the Rochester radio market, according to
Duncan's.
Rochester Stations
The Company owns and operates four stations, 3 FM and 1 AM, in the
Rochester market. The Company's four-station group is one of the three largest
radio clusters in the market with a 21.7% market revenue share. Of the Company's
four Rochester stations, one ranks first and one ranks fifth for their
respective target demographic audiences.
The Rochester market has only seven full-powered FM stations, of which the
Company owns two. One is WBEE-FM which features Country music and is Rochester's
leading station among Adults 25-54. The second is WBBF-FM (formerly WKLX-FM),
Rochester's exclusive Oldies station. Prior to its acquisition by Entercom,
WBBF-FM relied on nationally syndicated programing, without the benefit of
locally-targeted music or personalities. Management believes that this approach
limited the station's financial potential. The Company has recently modified the
station's programming focusing on locally programmed music and live
personalities, and utilizing significantly enhanced audience marketing and
research. The Company's third FM station in Rochester is WQRV-FM, a Class A
station that commenced operations in 1997 as a Classic Hits station.
GAINESVILLE / OCALA
1997 Radio Market Revenue Rank: 124
<TABLE>
<CAPTION>
AUDIENCE SHARE AUDIENCE RANK
TARGET IN TARGET IN TARGET
STATION CALL LETTERS FORMAT DATE ACQUIRED DEMOGRAPHIC DEMOGRAPHIC DEMOGRAPHIC
- -------------------- ------------------ ------------- ----------- -------------- -------------
<S> <C> <C> <C> <C> <C>
WKTK-FM Adult Contemporary November 1986 Women 25-54 11.1 2
WSKY-FM News Talk May 1998 Adults n/a(1) n/a(1)
25-54
</TABLE>
- ---------------
(1) WSKY-FM (formerly WRRX-FM) recently changed its format. Accordingly, prior
Arbitron ratings are not meaningful.
Market Overview
Gainesville/Ocala is the 124th largest radio market in the United States
based on 1997 radio advertising revenue. Radio advertising revenues in the
Gainesville/Ocala market have grown from approximately $8.9 million in 1992 to
approximately $12.2 million in 1997 at a compound annual rate of 6.5%. Market
radio advertising revenue in 1997 grew 7.8% over 1996 revenue. There are
currently 13 viable stations in the Gainesville/Ocala radio market, according to
Duncan's.
51
<PAGE> 57
Gainesville/Ocala Stations
The Company owns and operates two FM stations in the Gainesville/Ocala
market. With WKTK-FM and WSKY-FM (formerly WRRX-FM), the Company has a 23.8%
market revenue share. Although the Gainesville/Ocala market's size is outside of
the Company's target parameters, the acquisition presented the opportunity to
acquire the dominant station in a fast growing area of the country. WKTK-FM
broadcasts an Adult Contemporary format and has been a ratings leader in this
northern Florida market for many years. In May 1998, the Company acquired
WSKY-FM and management believes that Entercom can now begin capitalizing on the
benefits of multiple station ownership in this market.
LONGVIEW/KELSO
1997 Radio Market Revenue Rank: N/A
<TABLE>
<CAPTION>
AUDIENCE SHARE AUDIENCE RANK
TARGET IN TARGET IN TARGET
STATION CALL LETTERS FORMAT DATE ACQUIRED DEMOGRAPHIC DEMOGRAPHIC DEMOGRAPHIC
- -------------------- ------------------ ------------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C>
KBAM-AM Country May 1998 Adults 25-54 n/a n/a
KEDO-AM Oldies April 1997 Adults 25-54 n/a n/a
KLYK-FM Adult Contemporary April 1997 Adults 25-54 n/a n/a
KRQT-FM Classic Rock May 1998 Men 25-54 n/a n/a
</TABLE>
Market Overview
The Longview/Kelso market is located between the Seattle and Portland
markets. The market is not surveyed by Arbitron or Duncan's.
Longview/Kelso Stations
The Company owns and operates four stations, 2 FM and 2 AM, in the
Longview/Kelso market. These stations serve two important functions for the
Company. First these stations, which the Company acquired at relatively low
capital costs, are strategically significant because of their impact on the
potential upgrade of certain Portland radio stations. Second, these stations
also permit the Company to capitalize on some regional revenue and cost saving
opportunities.
COMPETITION; CHANGES IN BROADCASTING INDUSTRY
The radio broadcasting industry is highly competitive. The success of each
of the Company's stations depends largely upon its audience ratings and its
share of the overall advertising revenue within its market. The Company's
stations compete for listeners and advertising revenue directly with other radio
stations within their respective markets. Radio stations compete for listeners
primarily on the basis of program content that appeals to a particular
demographic group. By building a strong listener base consisting of a specific
demographic group in each of its markets, the Company is able to attract
advertisers seeking to reach those listeners.
Factors that are material to a radio station's competitive position include
management experience, the station's local audience rank in its market,
transmitter power, assigned frequency, audience characteristics, local program
acceptance and the number and characteristics of other radio stations and other
advertising media in the market area. The Company attempts to improve its
competitive position with promotional campaigns aimed at the demographic groups
targeted by its stations and by sales efforts designed to attract advertisers.
Recent changes in the FCC's policies and rules permit increased ownership and
operation of multiple local radio stations. Management believes that radio
stations that elect to take advantage of joint arrangements such as local
marketing agreements or joint sales agreements may in certain circumstances have
lower operating costs and may be able to offer advertisers more attractive rates
and services. Although the Company currently operates several multiple station
groups and intends to pursue the creation of additional
52
<PAGE> 58
multiple station groups, the Company's competitors in certain markets include
operators of multiple stations or operators who already have entered into local
marketing agreements or joint sales agreements.
Despite the competitiveness within the radio broadcasting industry, some
barriers to entry exist. The operation of a radio broadcast station requires a
license from the FCC. The number of radio stations that can operate in a given
market is limited by strict AM interference criteria and the availability of FM
radio frequencies allotted by the FCC to communities in that market, as well as
by the FCC's multiple ownership rules that regulate the number of stations
serving the same area that may be owned and controlled by a single entity. See
"-- Federal Regulation of Radio Broadcasting."
The Company's stations also compete for audiences and advertising revenues
within their respective markets directly with other radio stations, as well as
with other media such as newspapers, magazines, cable television, outdoor
advertising and direct mail. In addition, the radio broadcasting industry is
subject to competition from new media technologies that are being developed or
introduced, such as the delivery of audio programming by cable television
systems, DARS, the Internet, satellite, television and PCS. DARS plans to
deliver by satellite to nationwide audiences, multi-channel, multi-format,
digital radio services with sound quality equivalent to compact discs. The FCC
is also considering proposals for the establishment of "microbroadcasting"
stations, low-powered AM or FM stations that would be designed to serve small
localized areas. The delivery of information or entertainment programming
through the presently unregulated Internet also could create a new form of
competition. The radio broadcasting industry historically has grown despite the
introduction of new technologies for the delivery of entertainment and
information, such as television broadcasting, cable television, audio tapes and
compact discs. A growing population and greater availability of radios,
particularly car and portable radios, have contributed to this growth. There can
be no assurance, however, that the development or introduction in the future of
any new media technology will not have an adverse effect on the radio
broadcasting industry.
The FCC has adopted licensing and operating rules for DARS and in April
1997 awarded two licenses for this service. DARS may provide a medium for the
delivery by satellite or terrestrial means of multiple new audio programming
formats to local and/or national audiences. Digital technology also may be used
in the future by terrestrial radio broadcast stations either on existing or
alternate broadcasting frequencies, and the FCC has stated that it will consider
making changes to its rules to permit AM and FM radio stations to offer digital
sound following industry analysis of technical standards. In addition, the FCC
has authorized an additional 100 kHz of bandwidth for the AM band and has
allotted frequencies in this new band to certain existing AM station licensees
that applied for migration to the expanded AM band, subject to the requirement
that at the end of a transition period, those licensees return to the FCC either
the license for their existing AM band station or the license for the expanded
AM band station.
The Company cannot predict what other matters might be considered in the
future by the FCC, nor can it assess in advance what impact, if any, the
implementation of any of these proposals or changes might have on its business.
The Company employs a number of on-air personalities and generally enters
into employment agreements with certain of these personalities to protect its
interests in those relationships that it believes to be valuable. The loss of
certain of these personalities could result in a short-term loss of audience
share, but the Company does not believe that any such loss would have a material
adverse effect on the Company.
FEDERAL REGULATION OF RADIO BROADCASTING
The ownership, operation and sale of radio stations are subject to the
jurisdiction of the FCC, which acts under authority granted by the
Communications Act. Among other things, the FCC assigns frequency bands for
broadcasting; determines the particular frequencies, locations and operating
power of stations; issues, renews, revokes and modifies station licenses;
determines whether to approve changes in ownership or control of station
licenses; regulates equipment used by stations; and adopts and implements
regulations and policies that directly affect the ownership, operation and
employment practices of stations. The FCC has the power to impose penalties for
violation of its rules or the Communications Act, including the imposition of
monetary
53
<PAGE> 59
forfeitures, the issuance of short-term licenses, the imposition of a condition
on the renewal of a license, and the revocation of operating authority.
The following is a brief summary of certain provisions of the
Communications Act and of specific FCC regulations and policies. Reference
should be made to the Communications Act, FCC rules and the public notices and
rulings of the FCC for further information concerning the nature and extent of
federal regulation of radio stations.
FCC Licenses. Radio stations operate pursuant to broadcasting licenses
that are ordinarily granted by the FCC for maximum terms of eight years and are
subject to renewal upon application to the FCC. The FCC licenses for the
Company's stations are held by certain of the Company's subsidiaries. During
certain periods when renewal applications are pending, petitions to deny license
renewals can be filed by interested parties, including members of the public.
Historically, the Company's management has not experienced any material
difficulty in renewing any licenses for stations under its control. The FCC is
required to hold hearings on a station's renewal application if a substantial or
material question of fact exists as to whether (i) the station has served the
public interest, convenience and necessity, (ii) there have been serious
violations by the licensee of the Communications Act or the FCC rules thereunder
or (iii) there have been other violations by the licensee of the Communications
Act or the FCC rules thereunder that, taken together, constitute a pattern of
abuse. Historically, FCC licenses have generally been renewed. The Company has
no reason to believe that its licenses will not be renewed in the ordinary
course, although there can be no assurance to that effect. The non-renewal of
one or more of the Company's licenses could have a material adverse effect on
the Company.
The FCC classifies each AM and FM station. An AM station operates on either
a clear channel, regional channel or local channel. A clear channel is one on
which AM stations are assigned to serve wide areas. Clear channel AM stations
are classified as either: Class A stations, which operate on an unlimited time
basis and are designated to render primary and secondary service over an
extended area; Class B stations, which operate on an unlimited time basis and
are designed to render service only over a primary service area; or Class D
stations, which operate either during daytime hours only, during limited times
only or on an unlimited time basis with low nighttime power. A regional channel
is one on which Class B and Class D AM stations may operate and serve primarily
a principal center of population and the rural areas contiguous to it. A local
channel is one on which AM stations operate on an unlimited time basis and serve
primarily a community and the suburban and rural areas immediately contiguous
thereto. Class C AM stations operate on a local channel and are designed to
render service only over a primary service area that may be reduced as a
consequence of interference.
The minimum and maximum facilities requirements for an FM station are
determined by its class. FM class designations depend, in part, upon the
geographic zone in which the transmitter of the FM station is located. In
general, commercial FM stations are classified as follows, in order of
increasing power and antenna height: Class A, B1, C3, B, C2, C1 and C. The FCC
is considering dividing Class C stations into two subclasses, Class C and Class
C0. Stations would be categorized into one of the two classes depending on the
antenna height of each station.
The following table sets forth the market, call letters, FCC license
classification, antenna height above average terrain ("HAAT"), power and
frequency, of each of the stations owned or operated by the Company, and the
date on which each station's FCC license expires (a station may continue to
operate beyond the expiration date if a timely filed license application is
pending):
<TABLE>
<CAPTION>
FCC HAAT POWER IN EXPIRATION DATE OF
MARKET(1) STATION CLASS (IN METERS) FREQUENCY KILOWATTS(2) FCC LICENSE
- --------- ------- ----- ----------- ----------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Boston
WRKO-AM B * 680 kHz 50 June 1, 2006
WEEI-AM B * 850 kHz 50 June 1, 2006
WWTM-AM B * 1440 kHz 5 June 1, 2006
WEGQ-FM B 179 93.7 MHz 34 June 1, 2006
WAAF-FM B 239 107.3 MHz 20 June 1, 2006
</TABLE>
54
<PAGE> 60
<TABLE>
<CAPTION>
FCC HAAT POWER IN EXPIRATION DATE OF
MARKET(1) STATION CLASS (IN METERS) FREQUENCY KILOWATTS(2) FCC LICENSE
- --------- ------- ----- ----------- ----------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Seattle
KIRO-AM A * 710 kHz 50 February 1, 2006
KNWX-AM B * 770 kHz 50-D February 1, 2006
5-N
KBSG-AM B * 1210 kHz 27.5-D February 1, 2006
10.0-N
KBSG-FM C 729 97.3 MHz 55 February 1, 2006
KISW-FM C 350 99.9 MHz 100 February 1, 2006
KIRO-FM C 714 100.7 MHz 58 February 1, 2006
KMTT-FM C 714 103.7 MHz 58 February 1, 2006
KNDD-FM C 714 107.7 MHz 58 February 1, 2006
Portland
KFXX-AM B * 910 kHz 5 February 1, 2006
KSLM-AM B * 1390 kHz 5-D February 1, 2006
0.69-N
KKSN-AM B * 1520 kHz 50-D February 1, 2006
15-N
KGON-FM C 386 92.3 MHz 100 February 1, 2006
KNRK-FM C2 259 94.7 MHz 17 February 1, 2006
KKSN- FM C 386 97.1 MHz 100 February 1, 2006
KRSK-FM C 561 105.1 MHz 100 February 1, 2006
Sacramento
KCTC-AM B * 1320 kHz 5 December 1, 2005
KSSJ-FM B1 99 94.7 MHz 25 December 1, 2005
KSEG-FM B 152 96.9 MHz 50 December 1, 2005
KRXQ-FM B 151 98.5 MHz 50 December 1, 2005
KDND-FM B 123 107.9 MHz 50 December 1, 2005
Kansas City
WDAF-AM B * 610 kHz 5 February 1, 2005
KCMO-AM B * 710 kHz 10-D February 1, 2005
5-N
KMBZ-AM B * 980 kHz 5 February 1, 2005
KCMO-FM C 322 94.9 MHz 100 February 1, 2005
KUDL-FM C 303 98.1 MHz 100 June 1, 2005
KYYS-FM C 308 99.7 MHz 100 February 1, 2005
WREN-AM B * 1250 kHz(3) 25-D June 1, 2005
3.7-N
Rochester
WEZO-AM B * 950 kHz 1 June 1, 2006
WBEE-FM B 152 92.5 MHz 50 June 1, 2006
WQRV-FM A 119 93.3 MHz 4 June 1, 2006
WBBF-FM B 172 98.9 MHz 37 June 1, 2006
Gainesville/Ocala
WSKY-FM(4) C2 289 97.3 MHz 13.5 February 1, 2004
WKTK-FM C1 299 98.5 MHz 100 February 1, 2004
</TABLE>
55
<PAGE> 61
<TABLE>
<CAPTION>
FCC HAAT POWER IN EXPIRATION DATE OF
MARKET(1) STATION CLASS (IN METERS) FREQUENCY KILOWATTS(2) FCC LICENSE
- --------- ------- ----- ----------- ----------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Longview/Kelso
KBAM-AM D * 1270 kHz 5-D February 1, 2006
0.083-N
KEDO-AM C * 1400 kHz 1 February 1, 2006
KLYK-FM A 262 105.5 MHz 0.7 February 1, 2006
KRQT-FM C3 528 107.7 MHz 0.74 February 1, 2006
</TABLE>
- ---------------
* Not applicable for AM transmission facilities.
(1) Metropolitan market served; city of license may differ.
(2) Pursuant to FCC rules and regulations, many AM radio stations are licensed
to operate at a reduced power during the nighttime broadcasting hours, which
results in reducing the radio station's coverage during the nighttime hours
of operation. Both power ratings are shown, where applicable. For FM
stations, the effective radiated power is given.
(3) WREN-AM also has a construction permit to broadcast at 1660 kHz in the
expanded AM band with 10 kw-D and 1 kw-N.
(4) Station is currently operating pursuant to Program Test Authority.
Ownership Matters. The Communications Act prohibits the assignment of a
broadcast license or the transfer of control of a broadcast licensee without the
prior approval of the FCC. In determining whether to grant such approval, the
FCC considers a number of factors pertaining to the licensee, including
compliance with the various rules limiting common ownership of media properties
in a given market, the "character" of the licensee and those persons holding
"attributable" interests therein, and compliance with the Communications Act's
limitations on alien ownership as well as compliance with other FCC policies,
including FCC equal employment opportunity requirements. The equal opportunity
requirements have been declared unconstitutional by the U.S. Court of Appeals
for the District of Columbia. See "-- Programming and Operation."
A transfer of control of a corporation holding a broadcast license may
occur in various ways. For example, a transfer of control occurs if an
individual stockholder gains or loses "affirmative" or "negative" control of
such corporation through issuance, redemption or conversion of stock.
"Affirmative" control would consist of control of more than 50% of such
corporation's outstanding voting power, and "negative" control would consist of
control of exactly 50% of such voting power. To obtain the FCC's prior consent
to assign or transfer control of a broadcast license, appropriate applications
must be filed with the FCC. If the application involves a "substantial change"
in ownership or control, in that new individuals approved by the FCC propose to
acquire "affirmative" or "negative" control, the application must be placed on
public notice for a period of not less than 30 days during which petitions to
deny or other objections against the application may be filed by interested
parties, including members of the public. If the application does not involve a
"substantial change" in ownership or control, it is a "pro forma" application.
The "pro forma" application is nevertheless subject to having informal
objections filed against it. If the FCC grants an assignment or transfer
application, interested parties have not less than 30 days from public notice of
the grant to seek reconsideration or review of that grant. Generally, parties
that do not file initial petitions to deny or informal objections against the
application face a high hurdle in seeking reconsideration or review of the
grant. The FCC normally has an additional ten days to set aside on its own
motion any grant made by the FCC staff acting pursuant to delegated authority.
When passing on an assignment or transfer application, the FCC is prohibited
from considering whether the public interest might be served by an assignment or
transfer of the broadcast license to any party other than the assignee or
transferee specified in the application.
In response to the Telecom Act, the FCC amended its multiple ownership
rules to eliminate the national limits on the ownership of AM and FM stations.
Additionally, it established new local ownership rules that use a sliding scale
of permissible ownership, depending on market size. In radio markets with 45 or
more commercial radio stations, a licensee may own up to eight stations, no more
than five of which can be in a single radio service (i.e., no more than five AM
or five FM). In radio markets with 30 to 44 commercial radio stations, a
licensee may own up to seven stations, no more than four of which can be in a
single radio service. In radio markets having 15 to 29 commercial radio
stations, a licensee may own up to six radio stations, no more than four of
which can be in a single radio service. Finally, in radio markets having 14 or
fewer
56
<PAGE> 62
commercial radio stations, a licensee may own up to five radio stations, no more
than three of which can be in the same service; provided that the licensee may
not own more than one half of the total number of radio stations in the market.
FCC ownership rules continue to permit an entity to own one FM and one AM
station in a local market regardless of market size. In addition to the
numerical limitations on ownership depending on market size, the FCC is
considering adopting a policy that would review a proposed transaction if it
would enable a single owner to attain a high degree of revenue concentration in
a market.
The FCC's "one-to-a-market" rule prohibits the common ownership, operation
or control of a radio broadcast station and a television broadcast station
serving the same geographic market (subject to a waiver of such prohibition if
certain conditions are satisfied) and the common ownership, operation or control
of a radio broadcast station and a daily newspaper serving the same geographic
market. Under these rules, absent waivers, the Company would not be permitted to
acquire any daily newspaper or television broadcast station (other than
low-power television) in any geographic market in which it now owns radio
broadcast properties. On October 1, 1996, the FCC commenced a proceeding to
explore possible revisions of its policies concerning waiver of the
newspaper/radio cross-ownership restrictions.
The FCC generally applies its ownership limits to "attributable" interests
held by an individual, corporation, partnership or other association. In the
case of corporations holding, or through subsidiaries controlling, broadcast
licenses, the interests of officers, directors and those who, directly or
indirectly, have the right to vote 5% or more of the corporation's voting stock
(or 10% or more of such stock in the case of insurance companies, investment
companies and bank trust departments that are passive investors) are generally
attributable. If a single individual or entity controls more than 50% of a
corporation's voting stock, that individual or entity is viewed as a single
majority shareholder; in this case, the interests of other shareholders are not
attributable unless the shareholders are also officers or directors of the
corporation. The FCC is currently reviewing its attribution rules to determine
whether changes in those rules are appropriate.
In determining whether the Company is in compliance with the local
ownership limits on AM and FM stations, the FCC will consider the Company's AM
and FM holdings, as well as the attributable broadcast interests of the
Company's officers, directors and attributable shareholders. Accordingly, the
attributable broadcast interests of the Company's officers and directors
described in the preceding paragraph will limit the number of radio stations the
Company may acquire or own in any market in which such officers or directors
hold or acquire attributable broadcast interests. In addition, the Company's
officers and directors may from time to time hold various nonattributable
interests in media properties, which, under certain circumstances, may also
limit the number of radio stations the Company may acquire or own in a given
market.
Under its "cross-interest" policy, the FCC considers certain "meaningful"
relationships among competing media outlets in the same market, even if the
ownership rules do not specifically prohibit the relationship. Under the
cross-interest policy, the FCC in certain instances may prohibit one party from
holding an attributable interest in one media outlet and a substantial
non-attributable economic interest in another media outlet in the same market.
Under this policy, the FCC may consider significant equity interests combined
with an attributable interest in a media outlet in the same market, joint
ventures, and common key employees among competitors. The cross-interest policy
does not necessarily prohibit all of these interests, but requires that the FCC
consider whether, in a particular market, the "meaningful" relationships between
competitors could have a significant adverse effect upon economic competition
and program diversity. Heretofore, the FCC has not applied its cross-interest
policy to TBAs and JSAs between broadcast stations. In its ongoing rulemaking
proceeding concerning the attribution rules described below, the FCC has sought
comment on, among other things, (i) whether the cross-interest policy should be
applied only in smaller markets and (ii) whether non-equity financial
relationships such as debt, when combined with multiple business
interrelationships such as TBAs and JSAs, raise concerns under the
cross-interest policy.
The Communications Act prohibits the issuance of broadcast licenses to, or
the holding of broadcast licenses by, any corporation of which more than 20% of
the capital stock is owned of record or voted by non-U.S. citizens or their
representatives or by a foreign government or a representative thereof, or by
any corporation organized under the laws of a foreign country (collectively,
"Aliens"). The Communications Act also authorizes the FCC, if the FCC determines
that it would be in the public interest, to prohibit the issuance
57
<PAGE> 63
of a broadcast license to, or the holding of a broadcast license by, any
corporation directly or indirectly controlled by any other corporation of which
more than 25% of the capital stock is owned of record or voted by Aliens. The
FCC staff has interpreted this provision to require a public interest finding in
favor of such a grant or holding before a broadcast license may be granted to or
held by any such corporation and has made such a finding only in limited
circumstances generally involving licenses other than broadcast licenses. The
FCC has issued interpretations of existing law (i) under which these
restrictions in modified form apply to other forms of business organizations,
including partnerships and (ii) indicating how alien interests in a company that
are held directly through intermediate entities should be considered in
determining whether that company is in compliance with these alien ownership
restrictions. As a result of these provisions, the licenses granted to the radio
station subsidiaries of the Company by the FCC could be revoked if, among other
restrictions imposed by the FCC, more than 25% of the Company's stock were
directly or indirectly owned or voted by Aliens. The Company's Amended and
Restated Articles of Incorporation restrict the ownership, voting and transfer
of the Company's capital stock in accordance with the Communications Act and the
rules of the FCC, and prohibit the issuance of more than 25% of the Company's
outstanding capital stock (or more than 25% of the voting rights it represents)
to or for the account of Aliens or corporations otherwise subject to domination
or control by Aliens. The Amended and Restated Articles of Incorporation
authorize the Company's Board of Directors to enforce these prohibitions. In
addition, the Amended and Restated Articles of Incorporation provide that shares
of capital stock of the Company determined by the Company's Board of Directors
to be owned beneficially by an Alien or an entity directly or indirectly owned
by Aliens in whole or in part shall be subject to redemption by the Company by
action of the Board of Directors to the extent necessary, in the judgment of the
Board of Directors, to comply with these alien ownership restrictions. See
"Description of Capital Stock."
Time Brokerage Agreements. Over the past few years, a number of radio
stations have entered into what have commonly been referred to TBAs. While these
agreements may take varying forms, under a typical TBA, separately owned and
licensed radio stations agree to enter into cooperative arrangements of varying
sorts, subject to compliance with the requirements of antitrust laws and with
the FCC's rules and policies. Under these arrangements, separately-owned
stations could agree to function cooperatively in programming, advertising sales
and similar matters, subject to the requirement that the licensee of each
station maintain independent control over the programming and operations of its
own station. One typical type of TBA is a programming agreement between two
separately-owned radio stations serving a common service area, whereby the
licensee of one station provides substantial portions of the broadcast
programming for airing on the other licensee's station, subject to ultimate
editorial and other controls being exercised by the latter licensee, and sells
advertising time during those program segments.
The FCC has specifically revised its "cross-interest" policy to make that
policy inapplicable to TBAs. Furthermore, the staff of the FCC's Mass Media
Bureau has held that TBAs are not contrary to the Communications Act provided
that the licensee of the station that is being substantially programmed by
another entity maintains complete responsibility for, and control over,
programming and operations of its broadcast station and assures compliance with
applicable FCC rules and policies.
The FCC's multiple ownership rules specifically permit radio station TBAs
to continue to be entered into and implemented, but provide that a licensee or a
radio station that brokers more than 15% of the weekly broadcast time on another
station serving the same market will be considered to have an attributable
ownership interest in the brokered station for purposes of the FCC's multiple
ownership rules. As a result, in a market where it owns a radio station, the
Company would not be permitted to enter into a TBA with another local radio
station in the same market that it could not own under the local ownership
rules, unless the Company's programming on the brokered station constituted 15%
or less of the other local station's programming time on a weekly basis. The FCC
rules also prohibit a broadcast licensee from simulcasting more than 25% of its
programming on another station in the same broadcast service (i.e., AM-AM or FM-
FM) through a TBA where the brokered and brokering stations which it owns or
programs serve substantially the same area. Such 25% simulcasting limitation
also applies to commonly owned stations in the same broadcast service that serve
substantially the same area.
Joint Sales Agreements. Over the past few years, a number of radio
stations have entered into cooperative arrangements commonly known as JSAs.
While these agreements may take varying forms, under
58
<PAGE> 64
the typical JSA, a station licensee obtains, for a fee, the right to sell
substantially all of the commercial advertising on a separately-owned and
licensed station in the same market. The typical JSA also customarily involves
the provision by the selling party of certain sales, accounting and "back
office" services to the station whose advertising is being sold. The typical JSA
is distinct from a TBA in that a JSA normally does not involve programming.
The FCC has determined that issues of joint advertising sales should be
left to enforcement by antitrust authorities, and therefore does not generally
regulate joint sales practices between stations. Currently, stations for which
another licensee sells time under a JSA are not deemed by the FCC to be
attributable interests of that licensee. However, in connection with its ongoing
rulemaking proceeding concerning the attribution rules, the FCC is considering
whether JSAs should be considered attributable interests or within the scope of
the FCC's cross-interest policy, particularly when JSAs contain provisions for
the supply of programming services and/or other elements typically associated
with TBAs. If JSAs become attributable interests as a result of changes in the
FCC rules, the Company may be required to terminate any JSA it might have with a
radio station which the Company could not own under the FCC's multiple ownership
rules.
Programming and Operation. The Communications Act requires broadcasters to
serve the "public interest." The FCC gradually has relaxed or eliminated many of
the more formalized procedures it had developed in the past to promote the
broadcast of certain types of programming responsive to the needs of a station's
community of license. A licensee continues to be required, however, to present
programming that is responsive to issues of the station's community of license
and to maintain certain records demonstrating such responsiveness. Complaints
from listeners concerning a station's programming often will be considered by
the FCC when it evaluates renewal applications of a licensee, although listener
complaints may be filed at any time, are required to be maintained in the
station's public file and generally may be considered by the FCC at any time.
Stations also must pay regulatory and application fees and follow various rules
promulgated under the Communications Act that regulate, among other things,
political advertising, sponsorship identifications, the advertisement of
contests and lotteries, obscene and indecent broadcasts, and technical
operations, including limits on human exposure to radio frequency radiation. In
addition, the FCC rules formerly required that licensees develop and implement
affirmative action programs designed to promote equal employment opportunities
and submit reports to the FCC with respect to these matters on an annual basis
and in connection with a renewal application. The U.S. Court of Appeals for the
District of Columbia has declared these rules unconstitutional. The FCC recently
initiated a rulemaking proceeding to reestablish employment regulations.
Failure to observe these or other rules and policies can result in the
imposition of various sanctions, including monetary forfeitures, the grant of
"short term" (less than the full term) license renewal, the imposition of a
condition on the renewal of a license or, for particularly egregious violations,
the denial of a license renewal application or the revocation of a license.
Proposed and Recent Changes. The FCC has pending a rulemaking proceeding
that seeks, among other things, comment on whether the FCC should modify its
radio and television broadcast ownership "attribution" rules by (i) raising the
basic benchmark for attributing ownership in a corporate licensee from 5% to 10%
of the licensee's outstanding voting power, (ii) increasing from 10% to 20% of
the licensee's outstanding voting power the attribution benchmark for
institutional investors in corporate licensees holding interests deemed
"passive" in nature, (iii) attributing certain minority stockholdings in
corporations with a single majority shareholder and (iv) attributing certain
local marketing agreements ("LMA"), TBAs, JSAs, debt or non-voting stock
interests that have heretofore been non-attributable.
Moreover, the FCC has under consideration, and Congress and the FCC in the
future may consider and adopt, new laws, regulations and policies regarding a
wide variety of matters that could affect, directly or indirectly, the
operation, ownership and profitability of the Company's radio stations, result
in the loss of audience share and advertising revenues for the Company's radio
stations, and affect the ability of the Company to acquire additional radio
stations or to finance those acquisitions. Such matters may include spectrum use
or other fees on FCC licenses; foreign ownership of broadcast licenses;
restatement in revised form of the FCC's equal employment opportunity rules and
revisions to the FCC's rules relating to political
59
<PAGE> 65
broadcasting; technical and frequency allocation matters; proposals to restrict
or prohibit the advertising of beer, wine and other alcoholic beverages on
radio; changes in the FCC's cross-interest, multiple ownership and attribution
policies; and new technologies such as DARS and microbroadcasting. As required
by the Telecom Act, the FCC has instituted a proceeding to investigate, among
other things, the effect of the revised ownership rules for radio stations
adopted through the Telecom Act, and the resulting consolidation in the radio
industry, on the diversity of programming and ownership, and on programming and
advertising competition. The FCC may conclude, as a consequence of this review,
to modify the radio ownership rules. Finally, the FCC has adopted procedures for
the auction of broadcast spectrum in circumstances where two or more parties
have filed for major change applications which are mutually exclusive; such
procedures may limit the Company's efforts to modify or expand the broadcast
signals of its stations.
The Company cannot predict what other matters might be considered in the
future by the FCC or Congress, nor can it judge in advance what impact, if any,
the implementation of any of these proposals or changes might have on its
business.
Federal Antitrust Laws. In addition to the risks associated with the
acquisition of radio stations, the Company is also aware of the possibility that
certain acquisitions it proposes to make may be investigated by the FTC or the
DOJ, which are the agencies responsible for enforcing the federal antitrust
laws. The Company cannot predict the outcome of any specific DOJ or FTC
investigation, which is necessarily fact specific. Any decision by the FTC or
the DOJ to challenge a proposed acquisition could affect the ability of the
Company to consummate the acquisition or to consummate it on the proposed terms.
For an acquisition meeting certain size thresholds, the HSR Act and the
rules promulgated thereunder require the parties to file Notification and Report
Forms with the FTC and the DOJ and to observe specified waiting period
requirements before consummating the acquisition. During the initial 30-day
period after the filing, the agencies decide which of them will investigate the
transaction. If the investigating agency determines that the transaction does
not raise significant antitrust issues, then it will either terminate the
waiting period or allow it to expire after the initial 30 days. On the other
hand, if the agency determines that the transaction requires a more detailed
investigation, then prior to the conclusion of the initial 30-day period, it
will issue a formal request for additional information ("Second Request"). The
issuance of a Second Request extends the waiting period until the twentieth
calendar day after the date of substantial compliance with the Second Request by
all parties to the acquisition. Thereafter, such waiting period may only be
extended by court order or with the consent of the parties. In practice,
complying with a Second Request can take a significant amount of time. In
addition, if the investigating agency raises substantive issues in connection
with a proposed transaction, then the parties frequently engage in lengthy
discussions or negotiations with the investigating agency concerning possible
means of addressing those issues, including but not limited to persuading the
agency that the proposed acquisition would not violate the antitrust laws,
restructuring the proposed acquisition, divestiture of other assets of one or
more parties, or abandonment of the transaction. Such discussions and
negotiations can be time-consuming and expensive, and the parties may agree to
delay consummation of the acquisition during their pendency.
At any time before or after the consummation of a proposed acquisition, the
FTC or the DOJ could take such action under the antitrust laws as it deems
necessary or desirable in the public interest, including seeking to enjoin the
acquisition or seeking divestiture of the business acquired or other assets of
the Company. Acquisitions that are not required to be reported under the HSR Act
may be investigated by the FTC or the DOJ under the antitrust laws before or
after consummation. In addition, private parties may under certain circumstances
bring legal action to challenge an acquisition under the antitrust laws.
As part of its increased scrutiny of radio station acquisitions, the DOJ
has stated publicly that it believes that LMAs, JSAs, TBAs and other similar
agreements customarily entered into in connection with radio station transfers
could violate the HSR Act if such agreements take effect prior to the expiration
of the waiting period under the HSR Act. Furthermore, the DOJ has noted that
JSAs may raise antitrust concerns under Section 1 of the Sherman Act and has
challenged JSAs in certain locations.
60
<PAGE> 66
EMPLOYEES
On December 15, 1998, the Company had a staff of 830 full-time employees
and 367 part-time employees. The Company is a party to collective bargaining
agreements with the American Federation of Television and Radio Artists
("AFTRA") which apply to certain of the Company's programming personnel in
Seattle, Kansas City and Boston and with the International Brotherhood of
Electrical Workers which applies to certain of the Company's engineering
personnel in Boston. These collective bargaining agreements expire at various
times over the next three years. The Company believes that its relations with
its employees are good.
ENVIRONMENTAL
As the owner, lessee or operator of various real properties and facilities,
the Company is subject to various federal, state and local environmental laws
and regulations. Historically, compliance with such laws and regulations has not
had a material adverse effect on the Company's business. There can be no
assurance, however, that compliance with existing or new environmental laws and
regulations will not require the Company to make significant expenditures of
funds.
SEASONALITY
Seasonal revenue fluctuations are common in the radio broadcasting industry
and are due primarily to fluctuations in advertising expenditures by retailers.
The Company's revenues and broadcast cash flows are typically lowest in the
first calendar quarter.
PROPERTIES AND FACILITIES
The types of properties required to support each of the Company's radio
stations include offices, studios and transmitter/antenna sites. The Company
typically leases its studio and office space with lease terms that expire in
five to ten years, although the Company does own certain of its facilities. A
station's studios are generally housed with its offices in downtown or business
districts. The Company generally considers its facilities to be suitable and of
adequate size for its current and intended purposes. The Company owns a majority
of its main transmitter and antenna sites and leases the remainder of its
transmitter/antenna sites with lease terms that expire, including renewal
options, in periods ranging up to twenty years. The transmitter/antenna site for
each station is generally located so as to provide maximum market coverage,
consistent with the station's FCC license. In general, the Company does not
anticipate difficulties in renewing facility or transmitter/antenna site leases
or in leasing additional space or sites if required.
The Company owns substantially all of its other equipment, consisting
principally of transmitting antennae, transmitters, studio equipment and general
office equipment. The towers, antennae and other transmission equipment used by
the Company's stations are generally in good condition, although opportunities
to upgrade facilities are continuously reviewed. Substantially all of the
property owned by the Company secures the Company's borrowings under the Credit
Facility.
The principal executive offices of the Company are located at 401 City
Avenue, Suite 409, Bala Cynwyd, Pennsylvania 19004. The telephone number of the
Company is (610) 660-5610.
LEGAL PROCEEDINGS
The Company currently and from time to time is involved in litigation
incidental to the conduct of its business, but the Company is not a party to any
lawsuit or proceeding which, in the opinion of management, is likely to have a
material adverse effect on the Company.
61
<PAGE> 67
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The following table provides information concerning the directors and
executive officers of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
<S> <C> <C>
Joseph M. Field........................... 66 Chairman of the Board and Chief Executive
Officer
David J. Field............................ 36 President, Chief Operating Officer and
Director
John C. Donlevie.......................... 52 Executive Vice President, Secretary,
General Counsel and Director
Stephen F. Fisher......................... 46 Senior Vice President and Chief Financial
Officer
Herbert Kean, M.D......................... 66 Director
S. Gordon Elkins.......................... 68 Director
Thomas H. Ginley, M.D..................... 74 Director
Lee Hague................................. 52 Director
Marie H. Field............................ 61 Director
Michael R. Hannon......................... 38 Director
David J. Berkman.......................... 37 Director Nominee
</TABLE>
Joseph M. Field founded Entercom in 1968 and has served since the Company's
inception as Chairman of the Board and Chief Executive Officer and was the
Company's President until September 1998. Mr. Field served on the Board of
Directors of the National Association of Broadcasters for four years as a
representative of the major radio group broadcasters. Mr. Field is a graduate of
the University of Pennsylvania and of Yale Law School and practiced law in New
York and Philadelphia before entering the broadcasting business. Mr. Field
currently serves on the Boards of Directors of The Curtis Institute of Music,
the Settlement Music School, the American Interfaith Institute, the Liberty
Museum, the Jewish Educational and Vocational Service (JEVS) and the
Philadelphia Chamber Music Society. Joseph M. Field is the spouse of Marie H.
Field and the father of David J. Field.
David J. Field has served as President of the Company since September 1998,
as Chief Operating Officer since April 1996 and as director since November 1995.
He also served as Chief Financial Officer from 1992 to November 1998. Mr. Field
joined the Company in 1987 and served as Director of Finance and Corporate
Development from 1987 to 1988, Vice President - Finance and Corporate
Development from 1988 to 1992, Vice President - Operations and Chief Financial
Officer from 1992 to 1995 and Senior Vice President - Operations and Chief
Financial Officer from 1995 to 1996. Prior to joining the Company, Mr. Field was
an investment banker with Goldman, Sachs & Co. Mr. Field has a B.A. from Amherst
College and an M.B.A. from the Wharton School of the University of Pennsylvania.
Mr. Field currently serves on the Boards of Directors of The Radio Advertising
Bureau and The Wilderness Society. David J. Field is the son of Joseph M. Field
and Marie H. Field.
John C. Donlevie has served as Executive Vice President and director since
1989, as Secretary since December 1998 and as General Counsel of the Company
since 1984 when he joined the Company. In addition, Mr. Donlevie served as Vice
President - Legal and Administrative from 1984 through 1989. Prior to joining
the Company, Mr. Donlevie practiced law for eleven years, most recently as
Corporate Counsel of Ecolaire Incorporated in Malvern, Pennsylvania. Mr.
Donlevie has a B.S. in engineering from Drexel University and a J.D. from Temple
University School of Law.
Stephen F. Fisher has served as Senior Vice President and Chief Financial
Officer since November 1998. From 1994 to 1998, Mr. Fisher was a Managing
Director with Bachow & Associates, a private equity firm located in Bala Cynwyd,
Pennsylvania. Prior to joining Bachow & Associates, Mr. Fisher held numerous
operational and financial management positions over a period of fifteen years,
most recently as Executive Vice President, with Westinghouse Broadcasting
Company, Inc. (now CBS). Mr. Fisher has an M.A. from Bob Jones University and an
M.B.A. from the University of South Carolina.
62
<PAGE> 68
Herbert Kean, M.D. has served as a director of the Company since its
inception and as secretary from its inception until February 1984. Dr. Kean is
currently a medical physician in private practice in the Philadelphia area. Dr.
Kean has a B.S. from the University of Pennsylvania and a M.D. from Hahnemann
University.
S. Gordon Elkins has served as a director of the Company since February
1978. Mr. Elkins is a partner in the law firm of Stradley, Ronon, Stevens &
Young. Mr. Elkins has a B.S. from Temple University and an L.L.B. from Yale Law
School.
Thomas H. Ginley, M.D. has served as a director of the Company since
January 1971 and as Secretary of the Company since February 1984. Dr. Ginley is
currently a medical physician in private practice in the Philadelphia area. Mr.
Ginley serves on the Board of Directors of A & T Development Corporation,
Vanessa Noel Couture, Inc. and GEM Treasury International Corporation. Dr.
Ginley has a M.D. from Georgetown University.
Lee Hague has served as a director of the Company since March 1980. Mr.
Hague has served as an independent consultant to various broadcasting groups and
provides financial advisory and media brokering services to the industry. Mr.
Hague has over 20 years' experience in the radio industry. Mr. Hague has a B.S.
in Economics from Northwestern University and a M.M. from the J.L. Kellogg
Graduate School of Management, Northwestern University.
Marie H. Field has served as a director of the Company since 1989. Mrs.
Field served for over 25 years as a teacher in public and private schools in New
York and Philadelphia. Mrs. Field serves on the Board of Directors of the
Ovarian Cancer Research Fund in New York and the Board of Overseers of the
University of Pennsylvania School of Social Work. Mrs. Field has a B.A. from
Barnard College. Mrs. Field is the spouse of Joseph M. Field and the mother of
David J. Field.
Michael R. Hannon was elected to serve as a director of the Company in
December 1998. Mr. Hannon is a general partner of Chase Capital, a general
partnership which invests in international private equity opportunities with a
significant concentration on the media and telecommunications industries. Prior
to joining Chase Capital in 1988, Mr. Hannon held various positions at Morgan
Stanley & Co. Incorporated. Mr. Hannon currently serves as Chairman of Telecorp
PCS, Inc. and on the Boards of Directors of Formus Communications and Financial
Equity Partners. Mr. Hannon has a B.A. from Yale University and an M.B.A. from
Columbia Business School.
David J. Berkman has been elected to serve as a director of the Company
effective upon the consummation of the Offering. Mr. Berkman has served as
Executive Vice President and on the Board of Directors of The Associated Group,
Inc., a company involved in selected aspects of the telecommunications business,
since 1994. As part of his duties for The Associated Group, Inc., Mr. Berkman
serves as Chief Executive Officer and on the Board of Directors of True
Position, Inc., a company engaged in the provision of wireless location products
and services. Mr. Berkman also currently serves on the Boards of Directors of
Teligent, Inc., V-Span, Inc. and Portatel del Sureste, S.A. de C.V. Mr. Berkman
has a B.S. from the Wharton School of the University of Pennsylvania.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors has established an Audit Committee and a
Compensation Committee.
The responsibilities of the Audit Committee include recommending to the
Board of Directors independent public accountants to conduct the annual audit of
the financial statements of the Company, reviewing the proposed scope of such
audit and approving the audit fees to be paid, reviewing accounting and
financial controls of the Company with the independent public accountants and
the Company's financial and accounting staff and reviewing and approving
transactions, other than compensation matters, between the Company and its
directors, officers and affiliates. Upon completion of the Offering, Messrs.
Berkman and Hague will serve as the initial members of the Audit Committee.
63
<PAGE> 69
The Compensation Committee provides a general review of the Company's
compensation plans to ensure that they meet corporate objectives. The
responsibilities of the Compensation Committee also include administering and
interpreting the Company's 1998 Equity Compensation Plan, including selecting
the officers and salaried employees to whom awards will be granted. Messrs.
Ginley, Kean and Hannon will serve as the initial members of the Compensation
Committee.
DIRECTOR COMPENSATION
During the last fiscal year, all directors of the Company were compensated
$200 for each meeting of the Board that they attended in person. Upon
consummation of the Offering, all directors who are not currently receiving
compensation as officers, employees or consultants of the Company will be
entitled to receive a fee of $1,000 for each Board meeting and $500 for each
committee meeting that they attend in person and $250 for each telephonic
meeting of the Board or a committee. Directors who serve as employees of the
Company will not receive additional compensation for their services as
directors. In addition, contingent upon the completion of the Offering, Marie H.
Field, S. Gordon Elkins, Lee Hague, Thomas H. Ginley, M.D., Herbert Kean, M.D.,
Michael R. Hannon and David J. Berkman will receive stock options under the 1998
Equity Compensation Plan, and Lee Hague and S. Gordon Elkins will receive
restricted stock grants under the 1998 Equity Compensation Plan.
EXECUTIVE OFFICER COMPENSATION
The following table sets forth certain information concerning compensation
paid to or earned by the Chief Executive Officer of the Company and the
Company's other most highly compensated executive officers for services rendered
during the year ended September 30, 1998 (the "Named Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------- OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION
--------------------------- ---- -------- -------- ------------
<S> <C> <C> <C> <C>
Joseph M. Field, Chairman of the Board and Chief
Executive Officer.............................. 1998 $554,992 -- *
David J. Field, President and Chief Operating
Officer........................................ 1998 262,973 $116,000 *
John C. Donlevie, Executive Vice President,
Secretary and General Counsel.................. 1998 181,947 116,000 *
</TABLE>
- ---------------
* Value of perquisites and other personal benefits paid does not exceed the
lesser of $50,000 or 10% of the total annual salary and bonus reported for
the executive officer and, therefore, is not required to be disclosed
pursuant to rules of the Securities and Exchange Commission (the
"Commission").
(1) Includes amounts accrued during year presented but paid in the subsequent
year.
1998 EQUITY COMPENSATION PLAN
The Company has adopted the 1998 Equity Compensation Plan, effective as of
June 24, 1998. The 1998 Equity Compensation Plan provides for grants of (i)
options intended to qualify as incentive stock options ("ISOs") within the
meaning of Section 422 of the Code, (ii) "nonqualified stock options" that are
not intended to so qualify ("NQSOs"), (iii) restricted stock and (iv) stock
appreciation rights ("SARs"). Such grants may be made to employees of the
Company and its subsidiaries (including employees who are officers or
directors), non-employee directors of the Company and certain advisors and
consultants who perform services for the Company and its subsidiaries (the
"Participants"). Only shares of Class A Common Stock may be issued under the
1998 Equity Compensation Plan. By encouraging stock ownership, the Company seeks
to motivate such individuals and to encourage such individuals to devote their
best efforts to the business and financial success of the Company.
General. Subject to adjustment in certain circumstances as discussed
below, the Company may issue shares of Class A Common Stock up to an amount
equal to 10% of the outstanding Common Stock of the Company under the 1998
Equity Compensation Plan. The number of shares for which ISOs may be issued
64
<PAGE> 70
under the 1998 Equity Compensation Plan may not exceed 1,850,000 shares (subject
to adjustment as described below), and the number of shares of restricted stock
that may be issued under the 1998 Equity Compensation Plan may not exceed
925,000 shares (subject to adjustment as described below). If and to the extent
grants awarded under the 1998 Equity Compensation Plan expire or are terminated
for any reason without being exercised, the shares of Class A Common Stock
subject to such grant again will be available for purposes of the 1998 Equity
Compensation Plan. As of December 31, 1998, the Company has granted 12,822
shares of restricted stock and 968,027 options to purchase shares of Class A
Common Stock, of which 650,070 have an exercise price equal to the initial
public offering price per share and 317,957 have an exercise price equal to 80%
of the initial public offering price per share, under the 1998 Equity
Compensation Plan; such grants are contingent upon the completion of the
Offering, and assume an initial public offering price of $19.50 per share. In
addition, prior to the completion of the Offering, the Company may grant options
to purchase up to an additional 62,851 shares of Class A Common Stock (assuming
an initial public offering price of $19.50 per share), with an exercise price
equal to the initial public offering price, to non-executive officers and other
employees. The actual number of shares may vary depending on the actual initial
public offering share price.
Administration of the 1998 Equity Compensation Plan. The 1998 Equity
Compensation Plan is administered and interpreted by the Compensation Committee
(the "Committee") of the Board of Directors consisting of not less than two
persons appointed by the Board of Directors from among its members, each of whom
may be a "disinterested person" as defined by Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and an "outside director"
as defined by Section 162(m) of the Code. Subject to the ratification or
approval by the Board of Directors, if the Board retains such right, the
Committee has the sole authority to (i) determine the individuals to whom awards
shall be made under the 1998 Equity Compensation Plan, (ii) determine the type,
size and terms of the awards to be made to each such individual, (iii) determine
the time when the grants will be made and the duration of any applicable
exercise or restriction period, including the criteria for vesting and the
acceleration of vesting, (iv) delegate to the Chief Executive Officer of the
Company the authority to make grants under the 1998 Equity Compensation Plan to
employees of the Company who are not subject to the limitations of Section 16(b)
of the Exchange Act and who are not expected to be subject to the limitations of
Section 162(m) of the Code and (v) deal with any other matters arising under the
Plan. See "-- Committees of the Board of Directors."
Eligibility for Participation. Awards may only be made to Participants.
During any calendar year, no Participant may receive awards for more than
925,000 shares of Class A Common Stock issued or available for issuance under
the 1998 Equity Compensation Plan.
Options. The exercise price of any ISO granted under the 1998 Equity
Compensation Plan will not be less than the fair market value of the underlying
shares of Common Stock on the date of grant. The exercise price of an ISO
granted to an employee who owns more than 10% of the Common Stock may not be
less than 110% of the fair market value of the underlying shares of Common Stock
on the date of grant. The exercise price of an NQSO may be greater than, equal
to or less than the fair market value of the underlying shares of Common Stock
on the date of grant. The Committee will determine the term of each option;
provided, however, that the exercise period may not exceed ten years from the
date of grant, and the exercise period of an ISO granted to an employee who owns
more than 10% of the Common Stock may not exceed five years from the date of
grant. The Participant may pay the exercise price (i) in cash, (ii) with the
approval of the Committee, by delivering shares of Common Stock owned by the
Participant and having a fair market value on the date of exercise equal to the
exercise price or (iii) by such other method as the Committee approves. The
participant may instruct the Company to deliver the shares of Common Stock due
upon the exercise to a designated broker instead of to the Participant.
Restricted Stock. The Committee may issue shares of restricted Common
Stock to a Participant pursuant to the 1998 Equity Compensation Plan. Shares may
be issued for consideration or for no consideration, as the Committee
determines. The number of shares of Common Stock granted to each Participant
shall be determined by the Committee, subject to the maximum limit described
above. Grants of restricted stock will be made subject to such performance
requirements, vesting provisions, transfer restrictions or other restrictions
and conditions as the Committee may determine in its sole discretion.
65
<PAGE> 71
Stock Appreciation Rights. The Committee may grant SARs alone or in tandem
with any stock option pursuant to the 1998 Equity Compensation Plan. Unless the
Committee determines otherwise, the exercise price of an SAR will be either (i)
the exercise price of the related stock option or (ii) the fair market value of
a share of Common Stock on the date of grant of the SAR. When the Participant
exercises a SAR, the Participant will receive the amount by which the fair
market value of the Common Stock on the date of exercise exceeds the exercise
price of the SAR. The appreciation shall be paid in cash or in shares of Common
Stock, as the Committee determines. To the extent a Participant exercises a
tandem SAR, the related option shall terminate. Similarly, upon exercise of a
stock option, the related SAR, if any, shall terminate.
Amendment and Termination of the 1998 Equity Compensation Plan. The Board
of Directors may amend or terminate the 1998 Equity Compensation Plan at any
time; provided, however, that, the Board of Directors may not amend, without
stockholder approval, the 1998 Equity Compensation Plan to make any amendment
that requires stockholder approval pursuant to Rule 16b-3 of the Exchange Act,
Section 162(m) of the Code or Section 422 of the Code. The 1998 Equity
Compensation Plan will terminate on the day immediately preceding the tenth
anniversary of its effective date, unless terminated earlier by the Board of
Directors or extended by the Board of Directors with approval of the
stockholders.
Adjustment Provisions. Subject to the change of control provisions below,
in the event of certain transactions identified in the 1998 Equity Compensation
Plan, the Committee may appropriately adjust (i) the number and kind of shares
of Class A Common Stock (and the option price per share) subject to awards, (ii)
the number and kind of shares for which awards may be made under the 1998 Equity
Compensation Plan and (iii) the maximum number of shares that may be awarded to
an individual, and such adjustments shall be effective and binding for all
purposes of the 1998 Equity Compensation Plan.
Change of Control of the Company. In the event of a change of control,
unless the Committee determines otherwise, all grants shall become fully vested
and all restrictions and conditions on restricted stock shall lapse. If the
Company is not the surviving corporation, unless the Committee determines
otherwise, outstanding options and SARs will be replaced by options and SARs or
equivalent rights of the surviving corporation. The Committee may also provide
for a cashout or termination of outstanding options and SARs.
A change of control is defined as (i) any person or group becomes the owner
of more than 50% of the votes required to elect a majority of the Board of
Directors, except if such change in control results from the death of a
shareholder, (ii) a liquidation or a sale of substantially all the Company's
assets or (iii) a merger in which the shareholders of the Company immediately
before the merger do not own, after the merger, more than 50% of all votes
required to elect a majority of the Board of Directors of the surviving
corporation.
Section 162(m). Under Section 162(m) of the Code, the Company may be
precluded from claiming a federal income tax deduction for total remuneration in
excess of $1,000,000 paid to the chief executive officer or to any of the other
four most highly compensated officers in any one year. Total remuneration would
include amounts received upon the exercise of stock options or SARs granted
under the 1998 Equity Compensation Plan and the value of shares received when
the shares of restricted stock became transferable (or such other time when
income is recognized). An exception exists, however, for "performance-based
compensation," including amounts received upon the exercise of stock options or
SARs pursuant to a plan approved by shareholders that meets certain
requirements. The 1998 Equity Compensation Plan has been approved by
shareholders and is intended to make grants of options thereunder that meet the
requirements of "performance-based compensation." Awards of restricted stock
will not qualify as "performance-based compensation."
66
<PAGE> 72
New Plan Benefits. The Board of Directors has granted options and
restricted stock to be effective upon the Offering under the 1998 Equity
Compensation Plan. These grants vest one-fourth each year over the next four
years. All grants expire on the tenth anniversary of the effective date of
grant. The following table sets forth certain information with respect to such
grants.
<TABLE>
<CAPTION>
DOLLAR VALUE(1) NUMBER OF UNITS(2)
------------------------- ---------------------
RESTRICTED RESTRICTED
NAME AND POSITION OPTIONS STOCK OPTIONS STOCK
- ----------------- ----------- ---------- ------- ----------
<S> <C> <C> <C> <C>
Joseph M. Field................................ $ 5,000,000 $ -- 256,411 --
Chairman of the Board and Chief Executive
Officer
David J. Field................................. 3,000,000 -- 153,847 --
President and Chief Operating Officer
John C. Donlevie............................... 1,250,000 -- 64,103 --
Executive Vice President, Secretary and General
Counsel
Stephen F. Fisher.............................. 600,000 -- 30,770 --
Senior Vice President and Chief Financial
Officer
All current executive officers as a group...... 9,850,000 -- 505,131 --
All current and nominee directors who are not
executive officers as a group................ 700,000 250,000 35,903 12,822
All employees, including all current officers
who are not executive officers, as a group... 8,325,000 -- 426,993 --
</TABLE>
- ---------------
(1) Represents the dollar value of the shares of Class A Common Stock underlying
the grants.
(2) The number of units represents the number of shares of Class A Common Stock
underlying the options granted and restricted stock, in each case, assuming
an initial public offering price of $19.50 per share. The actual number of
units will be based on the dollar value divided by the initial public
offering price of the Class A Common Stock.
In addition, prior to the completion of the Offering, the Company may grant
options to purchase up to an additional 62,851 shares of Class A Common Stock
(assuming an initial public offering price of $19.50 per share) to non-executive
officers and other employees. All such options, if granted, will have an
exercise price equal to the initial public offering price and will have
substantially the same vesting, termination and other provisions as the options
previously granted.
EMPLOYEE STOCK PURCHASE PLAN
The Company's Employee Stock Purchase Plan (the "ESP Plan") was adopted in
June 1998 and will become effective after the Offering on such date as the Board
of Directors or the committee established to administer the ESP Plan (the "ESP
Committee") designates. The purpose of the ESP Plan is to provide eligible
employees of the Company an opportunity to purchase Common Stock of the Company.
The Company believes that employee participation in stock ownership will be to
the mutual benefit of both the employees and the Company. The ESP Plan is
intended to constitute an employee stock purchase plan within the meaning of
Section 423 of the Code. The ESP Plan is not intended to constitute an employee
benefit plan within the meaning of Section 3(3) of the Employee Retirement
Security Act of 1974, as amended. A total of up to 1,850,000 shares of Class A
Common Stock of the Company may be issued under the ESP Plan (subject to
adjustment in the event of certain changes in the Common Stock). The ESP Plan
will terminate after a term of 10 years, unless it is terminated earlier
pursuant to its terms or by action of the Board of Directors. All funds received
or held by the Company under the ESP Plan are general assets of the Company,
shall be held free of any trust or other restriction and may be used for any
corporate purpose.
In order to be eligible to participate in the ESP Plan, an employee must
(i) be classified by the Company as a full or part-time employee, (ii) be
employed by the Company for more than 20 hours per week and for more than five
months per year, (iii) have completed at least one year of service with the
Company or a predecessor and (iv) not be deemed for purposes of Section
423(b)(3) of the Code to own stock representing five percent or more of the
total combined voting power of all classes of stock of the Company or any
subsidiary of the Company. Employees who are covered by a collective bargaining
agreement will not participate during any period in which the union has
determined that such employees will not participate in
67
<PAGE> 73
the ESP Plan. Under the ESP Plan, the Company will withhold a specified
percentage (not to exceed 10%) of the compensation paid to each participant, and
the amount withheld (and any additional amount contributed by the participant)
will be used to purchase Class A Common Stock from the Company on the last day
of each purchase period. The price at which the Class A Common Stock will be
purchased under the ESP Plan will be determined by the Committee and shall not
be less than 85% of the value of the stock on the last day of the purchase
period. The length of each purchase period shall be specified by the ESP
Committee, with the first purchase period to begin on a date subsequent to the
effective date of this Prospectus.
Employees may end their participation in a purchase period at any time, and
participation ends automatically upon termination of employment with the
Company. The maximum value of shares that a participant in the ESP Plan may
purchase during any calendar year is $25,000. In the event of a dissolution or
liquidation of the Company or of a merger or consolidation in which the Company
is not the surviving corporation, the ESP Plan and any purchase periods then in
progress will terminate upon the effective date of such event.
The Board of Directors has the right to amend or terminate the ESP Plan.
However, any amendment that requires shareholder approval under Section 423 of
the Code shall be approved by the Company's shareholders.
EMPLOYMENT AGREEMENTS
Joseph M. Field Employment Agreement. The Company has entered into an
employment agreement with Joseph M. Field pursuant to which Mr. Field serves as
Chief Executive Officer. The employment agreement with Mr. Field may be
terminated upon written notice no less than 30 days prior to the end of any
calendar year. Absent such written notice, the employment agreement is
automatically renewed for a period of one year. In the event of Mr. Field's
death during the term of the employment agreement, the Company will pay his
survivors Mr. Field's compensation for one year at the then current rate. In the
event of the total disability of Mr. Field, the Company will pay Mr. Field
compensation for the lesser of the period of his disability or one year at the
then applicable rate. Mr. Field's current base salary is $558,000 and is
increased or decreased annually by a percentage equal to the percentage of
inflation or deflation over the immediately preceding twelve month period,
provided that the base salary shall never be less than $500,000. The Board of
Directors may approve additional salary, bonuses, fees, or other compensation
for Mr. Field. Mr. Field is entitled to participate in any bonus, profit
sharing, retirement, insurance or other plan or program adopted by the Company.
Absent the express prior written consent of the Company, Mr. Field is
prohibited, in the event of his termination by resignation or for cause, for a
period of two years following the termination of the employment agreement, from
engaging in any broadcast business in competition with the Company in any
standard metropolitan statistical area in which the Company is then operating a
broadcast property.
Executive Officer Employment Agreements. The Company has entered into
employment agreements with David J. Field and John C. Donlevie. Each of these
employment agreements provides that the employee may be terminated at will by
either party (i) immediately if good cause for termination exists, or (ii) upon
thirty days notice in the absence of good cause. Pursuant to these employment
agreements, the current annual salaries of Mr. Field and Mr. Donlevie are
$350,000 and $225,000, respectively. Each of the employment agreements provides
for yearly salary adjustments for inflation and an annual discretionary bonus.
In addition, the Company has entered into an employment agreement with
Stephen F. Fisher for a term ending December 31, 2000 and year to year
thereafter unless terminated by either party at least 120 days prior to the end
of the then current term. In the event of a change of control of the Company,
such notice is increased by 60 days or in lieu of such additional notice the
Company may pay 60 days salary. The agreement may be terminated by the Company
at any time for cause. Mr. Fisher's salary is $250,000 annually and is increased
each year for inflation. In addition, Mr. Fisher is eligible for an annual
discretionary bonus.
Mr. Fisher is prohibited, so long as he is employed by the Company and for
a period of one year thereafter, from serving, directly or indirectly in any
enterprise which competes with the Company; provided, however, if Mr. Fisher is
terminated without cause or if his employment agreement is terminated due to the
parties inability to renegotiate certain compensation terms, then Mr. Fisher
will be restricted from serving in a competitive business for a period equal to
three months plus any time for which he receives a cash payment.
68
<PAGE> 74
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
S. Gordon Elkins, a director of the Company, is a partner at the law firm
of Stradley, Ronon, Stevens & Young, that has served as the Company's outside
counsel on various matters.
Michael R. Hannon, a director of the Company, is a general partner of Chase
Capital Partners. In May 1996, Chase Capital, acquired the Convertible
Subordinated Note for $25 million. The Convertible Subordinated Note will be
converted in the Chase Conversion into 1,282,051 shares of Class A Common Stock
and 3,119,708 shares of Class C Common Stock (assuming an initial public
offering price of $19.50 per share). Chase Capital is the Selling Shareholder in
the Offering and will receive net proceeds of $10.1 million from the sale of
550,000 shares of Class A Common Stock in the Offering. See "Recapitalization,
Chase Conversion and Former S Corporation Status" and "Selling Shareholder."
Certain of the Company's FCC licenses are currently owned by ECI License
Company, LP, a limited partnership in which the Company is the general partner
and owns a 99% interest. The remaining 1% interest is owned by ECI Investors
Corporation, a company owned by the Company's current shareholders in the same
percentage as their ownership in the Company. Prior to the Offering, the Company
will purchase this remaining 1% interest from ECI Investors Corporation for $3.4
million, of which $3.1 million will be paid in cash and $0.3 million will be
offset against amounts owed by ECI Investors Corporation (the "ECI Purchase").
SELLING SHAREHOLDER
Upon the Chase Conversion, Chase Capital will receive (i) 1,282,051 shares
of Class A Common Stock and (ii) 3,119,708 shares of Class C Common Stock
(assuming an initial public offering price of $19.50 per share), of which
550,000 shares of Class A Common Stock are being sold by Chase Capital in the
Offering. Prior to the Offering, Chase Capital is expected to beneficially own
approximately 10.4% of the Company's Class A Common Stock (although Chase
Capital may be limited to voting only 4.9% of the Class A Common Stock due to
certain voting restrictions) and all of the Company's outstanding Class C Common
Stock (17.0% of the Company's Common Stock), representing approximately 1.1% of
the total voting power of the Company's outstanding Common Stock. After giving
effect to the Offering, including Chase Capital's sale of shares of Class A
Common Stock therein, Chase Capital will beneficially own approximately 3.2% of
the Company's Class A Common Stock and all of the Company's outstanding Class C
Common Stock (10.6% of the Company's Common Stock), representing 0.6% of the
total voting power of the Company's outstanding Common Stock (none of the
Company's Class A Common Stock and none of the total voting power of the
Company's outstanding Common Stock, if the Underwriters' over-allotment option
is exercised in full).
69
<PAGE> 75
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock after giving effect to the Offering, by: (i) each
person (or group of affiliated persons) known by the Company to be the
beneficial owner of more than five percent of any class of Common Stock of the
Company; (ii) each Named Executive Officer of the Company; (iii) each director
of the Company; (iv) the Selling Shareholder and (v) all of the Company's
directors and executive officers as a group. Each shareholder possesses sole
voting and investment power with respect to the shares listed, unless otherwise
noted.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
COMMON STOCK(1) COMMON STOCK(2) COMMON STOCK(3)
---------------------- ----------------------- ---------------------- PERCENT OF
NAME OF NUMBER OF PERCENT OF NUMBER OF PERCENT OF NUMBER OF PERCENT OF TOTAL ECONOMIC
BENEFICIAL OWNER SHARES(4) CLASS(4) SHARES(4) CLASS(4) SHARES(4) CLASS(4) INTEREST
---------------- --------- ---------- ---------- ---------- --------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph M. Field(5)(6)....... 2,988,305 13.2% 9,782,555 92.9% -- -- 35.2%
David J. Field(5)(7)........ 2,654,994 11.8 749,250 7.1 -- -- 9.4
John C. Donlevie............ -- -- -- -- -- -- --
Stephen F. Fisher........... -- -- -- -- -- -- --
Herbert Kean, M.D.(5)....... 1,186,590 5.3 -- -- -- -- 3.3
S. Gordon Elkins(5)(8)...... 3,382,044 15.0 -- -- -- -- 9.3
Thomas H. Ginley, M.D.(9)... 879,120 3.9 -- -- -- -- 2.4
Lee Hague................... -- -- -- -- -- -- --
Marie H. Field(5)(10)....... 2,988,305 13.2 -- -- -- -- 8.2
Nancy E. Field(5)(11)....... 2,153,400 9.5 -- -- -- -- 5.9
Michael R. Hannon(12)....... 732,051 3.2 -- -- 3,119,708 100.0% 10.6
David J. Berkman............ -- -- -- -- -- -- --
Chase Equity Associates,
L.P.(12)
380 Madison Avenue
New York, NY 10017......... 732,051 3.2 -- -- 3,119,708 100.0 10.6
All directors and executive
officers as a group (12
persons)................... 9,917,360 43.9 10,531,805 100.0 3,119,708 100.0 65.0
<CAPTION>
PERCENT OF
NAME OF TOTAL VOTING
BENEFICIAL OWNER POWER
---------------- ------------
<S> <C>
Joseph M. Field(5)(6)....... 78.8%
David J. Field(5)(7)........ 7.9
John C. Donlevie............ --
Stephen F. Fisher........... --
Herbert Kean, M.D.(5)....... *
S. Gordon Elkins(5)(8)...... 2.6
Thomas H. Ginley, M.D.(9)... *
Lee Hague................... --
Marie H. Field(5)(10)....... 2.3
Nancy E. Field(5)(11)....... 1.7
Michael R. Hannon(12)....... 0.6
David J. Berkman............ --
Chase Equity Associates,
L.P.(12)
380 Madison Avenue
New York, NY 10017......... 0.6
All directors and executive
officers as a group (12
persons)................... 90.1
</TABLE>
- ---------------
* Less than one percent.
(1) The number of shares of Class A Common Stock does not include the shares of
Class A Common Stock issuable upon conversion of the outstanding shares of
Class B Common Stock.
(2) The holders of the Class B Common Stock are entitled to vote with the
holders of the Class A Common Stock on all matters submitted to a vote of
shareholders of the Company, except with respect to the election of Class A
Directors and as otherwise required by law. Each share of Class B Common
Stock that is voted by Joseph M. Field and David J. Field is entitled to
ten votes per share on all matters submitted to a vote of shareholders,
except certain "going private" transactions or as otherwise required by
law. The shares of Class B Common Stock are convertible in whole or in
part, at the option of the holder or holders thereof, subject to certain
conditions, into the same number of shares of Class A Common Stock. See
"Description of Capital Stock."
(3) The shares of Class C Common Stock have no voting rights except as
otherwise required by law.
(4) Shares beneficially owned and percentage ownership are based on 22,584,245
shares of Class A Common Stock, 10,531,805 shares of Class B Common Stock
and 3,119,708 shares of Class C Common Stock outstanding after the Offering
(assuming an initial public offering price of $19.50 per share).
(5) The address of these shareholders is 401 City Avenue, Suite 409, Bala
Cynwyd, Pennsylvania 19004.
(6) Includes (i) 2,830,500 shares of Class A Common Stock beneficially owned by
Marie H. Field, wife of Joseph M. Field, and (ii) 157,805 shares of Class A
Common Stock held of record by Joseph M. Field as trustee of a trust for
the benefit of an unrelated party.
(7) Includes (i) 666,000 shares of Class A Common Stock held of record by David
J. Field as co-trustee of a trust for the benefit of Nancy E. Field, (ii)
738,150 shares of Class A Common Stock held of record by David J. Field as
co-trustee of a trust for the benefit of his children and (iii) 1,250,844
shares of Class A Common Stock held of record by David J. Field as
co-trustee of two trusts for the benefit of Joseph M. Field's
grandchildren.
(8) Includes (i) 1,250,844 shares of Class A Common Stock held of record by Mr.
Elkins as co-trustee of a trust for the benefit of Joseph M. Field's
grandchildren, (ii) 738,150 shares of Class A Common Stock held of record
by Mr. Elkins as co-trustee of a trust for the benefit of David J. Field's
children, (iii) 738,150 shares of Class A Common Stock held of record by
Mr. Elkins as co-trustee of a trust for the benefit of Nancy E. Field's
children and (iv) 654,900 shares of Class A Common Stock held of record by
Mr. Elkins as trustee of a trust for the benefit of Marie H. Field.
70
<PAGE> 76
(9) Includes (i) 731,120 shares of Class A Common Stock held by Mr. Ginley in
joint tenancy with his spouse, (ii) 74,000 shares of Class A Common Stock
owned of record by his spouse and (iii) 74,000 shares of Class A Common
Stock held of record by his spouse as trustee of a trust for the benefit of
their children.
(10) Includes (i) 666,000 shares of Class A Common Stock held of record by Marie
H. Field as co-trustee of a trust for the benefit of David J. Field, (ii)
666,000 shares of Class A Common Stock held of record by Marie H. Field as
co-trustee of a trust for the benefit of Nancy E. Field and (iii) 157,805
shares of Class A Common Stock held of record by Joseph M. Field, husband
of Marie H. Field, as trustee of a trust for the benefit of an unrelated
party.
(11) Includes (i) 666,000 shares of Class A Common Stock held of record by Nancy
E. Field as co-trustee of a trust for the benefit of David J. Field and
(ii) 738,150 shares of Class A Common Stock held of record by Nancy E.
Field as co-trustee of a trust for the benefit of her children.
(12) The amounts shown consist of shares to be received by Chase Equity
Associates, L.P. upon the Chase Conversion. Mr. Hannon is a general partner
of Chase Capital, which is an affiliate of Chase Equity Associates, L.P.
Mr. Hannon exercises shared investment and voting power with respect to
such shares, but disclaims beneficial ownership of such shares. The address
for Mr. Hannon is 380 Madison Avenue, New York, New York 10017.
71
<PAGE> 77
DESCRIPTION OF CAPITAL STOCK
The following description of the capital stock of the Company gives effect
to the Recapitalization and the Chase Conversion, which will occur immediately
prior to the Offering, and to the proposed sale of 10,300,000 shares of Class A
Common Stock by the Company in the Offering. The Company's authorized capital
stock consists of (i) 200,000,000 shares of Class A Common Stock, of which
22,584,245 shares are issued and outstanding (assuming an initial public
offering price of $19.50 per share); (ii) 75,000,000 shares of Class B Common
Stock, of which 10,531,805 shares are issued and outstanding; (iii) 50,000,000
shares of Class C Common Stock, of which 3,119,708 shares are issued or
outstanding (assuming an initial public offering price of $19.50 per share); and
(iv) 25,000,000 shares of preferred stock, none of which are issued or
outstanding. In addition, the Company currently has reserved for issuance
3,623,576 shares of Class A Common Stock under the 1998 Equity Compensation Plan
(assuming an initial public offering price of $19.50 per share). See
"Management -- 1998 Equity Compensation Plan."
The following summary description of the capital stock of the Company does
not purport to be complete and is subject to the detailed provisions of, and
qualified in its entirety by reference to, the Company's Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws, copies of which have
been filed as exhibits to the registration statement of which this Prospectus
forms a part, and to the applicable provisions of the Pennsylvania Business
Corporation Law of 1988 (the "PBCL").
Common Stock
The rights of holders of the Common Stock are identical in all respects,
except as discussed below. All the outstanding shares of Class A Common Stock,
Class B Common Stock and Class C Common Stock and the shares of Class A Common
Stock sold in the Offering will be, upon issuance and payment of the purchase
price therefor, validly issued, fully paid and nonassessable.
Dividends. Subject to the right of the holders of any class of preferred
stock, holders of shares of Common Stock are entitled to receive such dividends
as may be declared by the Company's Board of Directors out of funds legally
available for such purpose. No dividend may be declared or paid in cash or
property on any share of any class of Common Stock unless simultaneously the
same dividend is declared or paid on each share of that and every other class of
Common Stock; provided that, in the event of stock dividends, holders of a
specific class of Common Stock shall be entitled to receive only additional
shares of such class.
Voting Rights. The Class A Common Stock and the Class B Common Stock vote
together as a single class on all matters submitted to a vote of shareholders,
with each share of Class A Common Stock entitling the holder thereof to one vote
and each share of Class B Common Stock entitling the holder thereof to ten
votes, except that (i) beginning with the Company's first annual meeting
following the Offering, the holders of Class A Common Stock, voting as a
separate class, shall be entitled to elect two Class A Directors, (ii) with
respect to a Going Private Transaction (defined as a "Rule 13e-3 transaction"
under the Exchange Act), each share of Class A Common Stock and Class B Common
Stock shall be entitled to one vote, (iii) any share of Class B Common Stock
shall only be entitled to ten votes if it is voted by either Joseph M. Field, or
David J. Field, in their own right or pursuant to a proxy and (iv) as otherwise
required by law. The Class C Common Stock has no voting rights except as
otherwise required by law.
The first two Class A Directors will be designated by the Company's Board
of Directors as soon as practicable after the consummation of the Offering and
will serve until the Company's next annual meeting of shareholders, when the
holders of the Class A Common Stock will elect the Class A Directors. The Class
A Directors serve one-year terms and must be "independent directors." For this
purpose, an "independent director" means a person who is not an officer or
employee of the Company or its subsidiaries, and who does not have a
relationship which, in the opinion of the Board of Directors, would interfere
with the exercise of independent judgment in carrying out the responsibilities
of a director. Holders of Common Stock are not entitled to cumulate votes in the
election of directors.
72
<PAGE> 78
Liquidation Rights. Upon liquidation, dissolution or winding-up of the
Company, the holders of the Common Stock are entitled to share ratably in all
assets available for distribution after payment in full of creditors and holders
of the preferred stock of the Company, if any.
Conversion of Class A Common Stock. Shares of Class A Common Stock owned
by a Regulated Entity (defined as either an entity that is a "bank holding
company" under the Bank Holding Company Act of 1956 (the "BHC Act") or a
non-bank subsidiary of such an entity, or an entity that, pursuant to Section
8(a) of the International Banking Act of 1978, as amended, is subject to the
provisions of the BHC Act, or any non-bank subsidiary of such an entity), are
convertible at any time, at the option of the holder thereof, into an equal
number of fully paid and non-assessable shares of Class C Common Stock. All
conversion rights of Class A Common Stock are subject to any necessary FCC
approval.
Conversion, Transferability of Class B Common Stock. Shares of Class B
Common Stock are convertible at any time, at the option of the holder thereof,
into an equal number of fully paid and non-assessable shares of Class A Common
Stock. All conversion rights of Class B Common Stock are subject to any
necessary FCC approval. Shares of Class B Common Stock transferred to a party
other than Joseph M. Field, David J. Field, a spouse or lineal descendant of
either Joseph M. Field or David J. Field or any spouse of such lineal
descendant, a trustee of a trust established for the benefit of any such persons
or the estate of any such persons (each, a "Field Shareholder") are
automatically converted into an equal number of fully paid and non-assessable
shares of Class A Common Stock.
Conversion, Transferability of Class C Common Stock. Shares of Class C
Common Stock are convertible at any time subject to certain restrictions, at the
option of the holder thereof, into an equal number of fully paid and
non-assessable shares of Class A Common Stock. All conversion rights of Class C
Common Stock are subject to any necessary FCC approval. Shares of Class C Common
Stock transferred to a party other than a Regulated Entity are automatically
converted into an equal number of fully paid and non-assessable shares of Class
A Common Stock. Shares of Class C Common Stock may be transferred by a Regulated
Entity under a limited set of circumstances.
Other Provisions. The holders of Common Stock are not entitled to
preemptive or similar rights.
Preferred Stock
The Company is authorized to issue 25,000,000 shares of preferred stock,
par value $.01 per share. The Board of Directors of the Company, in its sole
discretion, may designate and issue one or more series of preferred stock from
the authorized and unissued shares of preferred stock. Subject to limitations
imposed by law or the Amended and Restated Articles of Incorporation of the
Company, the Board of Directors is empowered to determine the designation of and
the number of shares constituting a series of preferred stock, the dividend
rate, if any, for the series, the terms and conditions of any voting and
conversion rights for the series, if any, the number of directors, if any, which
the series shall be entitled to elect, the amounts payable on the series upon
the liquidation, dissolution or winding-up of the Company, the redemption prices
and terms applicable to the series, if any, and the preferences and relative
rights among the series of preferred stock. Such rights, preferences, privileges
and limitations of preferred stock could adversely affect the rights of holders
of Common Stock. There are currently no shares of preferred stock outstanding.
FOREIGN OWNERSHIP
The Amended and Restated Articles of Incorporation of the Company restrict
the ownership, voting and transfer of the Company's capital stock, including the
Common Stock, in accordance with the Communications Act and the rules of the
FCC, which prohibit the issuance of more than 25% of the Company's outstanding
capital stock (or more than 25% of the voting rights it represents) to or for
the account of Aliens or corporations otherwise subject to domination or control
by Aliens. The Company's Amended and Restated Articles of Incorporation prohibit
any transfer of the Company's capital stock that would cause a violation of this
prohibition. In addition, the Amended and Restated Articles authorize the Board
of Directors of the Company to take action to enforce these prohibitions,
including requiring redemptions of Common Stock and
73
<PAGE> 79
placing a legend regarding restrictions on foreign ownership on the certificates
representing the Common Stock. See "Business -- Federal Regulation of Radio
Broadcasting -- Ownership Matters."
CERTAIN PROVISIONS OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION AND
AMENDED AND RESTATED BYLAWS OF THE COMPANY
The Company's Amended and Restated Articles of Incorporation and Amended
and Restated Bylaws include certain provisions that could have an anti-takeover
effect. These provisions are intended to preserve the continuity and stability
of the Board of Directors and the policies formulated by the Board of Directors.
These provisions are also intended to help ensure that the Board of Directors,
if confronted by a surprise proposal from a third party which has acquired a
block of stock of the Company, will have sufficient time to review the proposal,
to consider appropriate alternatives to the proposal and to act in what it
believes to be the best interests of the shareholders.
The following is a summary of the provisions included in the Amended and
Restated Articles of Incorporation and is qualified in its entirety by reference
to such documents, copies of which will be filed as exhibits to the Registration
Statement, of which this Prospectus forms a part. The Board of Directors has no
current plans to formulate or effect additional measures that could have an
anti-takeover effect.
Exculpation. The Amended and Restated Articles of Incorporation of the
Company provide that a director or officer of the Corporation shall not be
personally liable for monetary damages as such (including, without limitation,
any judgment, amount paid in settlement, penalty, punitive damages or expense of
any nature (including, without limitation, attorneys' fees and disbursements))
for any action taken, or any failure to take any action, unless (i) the director
has breached or failed to perform the duties of his or her office under the
Amended and Restated Articles of Incorporation of the Company, the Amended and
Restated Bylaws of the Company or applicable provisions of law and (ii) the
breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness.
Indemnification. The Amended and Restated Articles of Incorporation of the
Company provide that, to the fullest extent permitted by the PBCL, the Company
will indemnify any person who was, is, or is threatened to be made, a party to a
proceeding by reason of the fact that he or she (i) is or was a director or
officer of the Company or (ii) while a director or officer of the Company, is or
was serving at the request of the Company as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise.
Blank Check Preferred Stock. The Company's Amended and Restated Articles
of Incorporation provide that the Board of Directors of the Company may
authorize the issuance of up to 25,000,000 shares of preferred stock in one or
more classes or series and may designate the dividend rate, voting rights and
other rights, preferences and restrictions of each such class or series. The
Board of Directors of the Company has no present intention to issue any
preferred stock; however, the Board of Directors of the Company has the
authority, without further shareholder approval, to issue one or more series of
preferred stock that could, depending on the terms of such series, either impede
or facilitate the completion of a merger, tender offer or other takeover
attempt. Although the Board of Directors of the Company is required to make any
determination to issue such stock based on its judgment as to the best interests
of the shareholders of the Company, the Board of Directors of the Company could
act in a manner that would discourage an acquisition attempt or other
transaction that some, or a majority, of the shareholders might believe to be in
their best interests or in which shareholders might receive a premium for their
stock over the then market price of such stock. The Board of Directors of the
Company does not intend to seek shareholder approval prior to any issuance of
such stock, unless otherwise required by law.
PENNSYLVANIA CONTROL-SHARE ACQUISITIONS LAW
Generally, subchapters 25E, F, G, H, I and J of the PBCL place certain
procedural requirements and establish certain restrictions upon the acquisition
of voting shares of a corporation which would entitle the acquiring person to
cast or direct the casting of a certain percentage of votes in an election of
directors.
74
<PAGE> 80
Subchapter 25E of the PBCL provides generally that, if the Company were involved
in a "control transaction," shareholders of the Company would have the right to
demand from a "controlling person or group" payment of the fair value of their
shares. For purposes of subchapter 25E, a "controlling person or group" is a
person or group of persons acting in concert that, through voting shares, has
voting power over at least 20% of the votes which shareholders of the Company
would be entitled to cast in the election of directors. A control transaction
arises, in general, when a person or group acquires the status of a controlling
person or group.
In general, Subchapter 25F of the PBCL delays for five years and imposes
conditions upon "business combinations" between an "interested shareholder" and
the Company. The term "business combination" is defined broadly to include
various merger, consolidation, division, exchange or sale transactions,
including transactions utilizing the Company's assets for purchase price
amortization or refinancing purposes. An "interested shareholder," in general,
would be a beneficial owner of at least 20% of the Company's voting shares.
In general, Subchapter 25G of the PBCL suspends the voting rights of the
"control shares" of a shareholder that acquires for the first time 20% or more,
33 1/3% or more or 50% or more of the Company's shares entitled to be voted in
an election of directors. The voting rights of the control shares generally
remain suspended until such time as the "disinterested" shareholders of the
Company vote to restore the voting power of the acquiring shareholder.
Subchapter 25H of the PBCL provides in certain circumstances for the
recovery by the Company of profits made upon the sale of its common stock by a
"controlling person or group" if the sale occurs within 18 months after the
controlling person or group became such and the common stock was acquired during
such 18 month period or within 24 months prior thereto. In general, for purposes
of Subchapter 25H, a "controlling person or group" is a person or group that (i)
has acquired, (ii) offered to acquire or (iii) publicly disclosed or caused to
be disclosed an intention to acquire voting power over shares that would entitle
such person or group to cast at least 20% of the votes that shareholders of the
Company would be entitled to cast in the election of directors.
If the disinterested shareholders of the Company vote to restore the voting
power of a shareholder who acquires control shares subject to Subchapter 25G,
the Company would then be subject to subchapters 25I and J of the PBCL.
Subchapter 25I generally provides for a minimum severance payment to certain
employees terminated within two years of such approval. Subchapter 25J, in
general, prohibits the abrogation of certain labor contracts prior to their
stated date of expiration.
The foregoing descriptions of certain subchapters of the PBCL do not
purport to be complete.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is First Union
National Bank.
75
<PAGE> 81
SHARES ELIGIBLE FOR FUTURE SALE
Prior to the Offering, there has been no public market for the Class A
Common Stock of the Company. The sale, or availability for sale, of substantial
amounts of Class A Common Stock in the public market subsequent to the Offering,
could adversely affect the prevailing market price of the shares of Class A
Common Stock and could impair the Company's ability to raise additional capital
through the sale of equity securities.
Upon completion of the Offering, the Company will have outstanding
22,584,245 shares of Class A Common Stock, 10,531,805 shares of Class B Common
Stock and 3,119,708 shares of Class C Common Stock (assuming an initial public
offering price of $19.50 per share). Of these outstanding shares, the 10,850,000
shares of Class A Common Stock sold in the Offering (12,477,500 shares if the
Underwriters' over-allotment option is exercised in full) will be freely
transferable without restriction under the Securities Act, except for any such
shares purchased by an "affiliate" (as defined in Rule 144 under the Securities
Act) of the Company, which shares may generally only be sold in compliance with
the limitations of Rule 144 described below. The remaining 11,734,245 shares of
Class A Common Stock (11,002,194 shares if the Underwriters' over-allotment
option is exercised in full, assuming an initial public offering price of $19.50
per share), and all shares of Class B Common Stock and Class C Common Stock will
be "restricted securities" for purposes of Rule 144 and may not be resold unless
registered under the Securities Act or sold pursuant to an applicable exemption
thereunder, including the exemption contained in Rule 144.
The number of shares of Common Stock available for sale in the public
market is limited by restrictions under the Securities Act and lock-up
agreements under which all of the holders of such shares have agreed not to sell
or otherwise dispose of their shares during the Lock-Up Period without the prior
written consent of Credit Suisse First Boston Corporation. Because of these
restrictions, on the date of this Prospectus, no shares other than those offered
hereby will be eligible for sale. Upon expiration of the Lock-Up Period, all of
the restricted securities (other than shares issued in the Chase Conversion,
which remain subject to applicable holding periods) will be eligible for sale in
the public market, subject to compliance with the manner-of-sale, volume and
other limitations of Rule 144.
In general, under Rule 144, as currently in effect, a shareholder (or
shareholders whose shares are aggregated) who has beneficially owned restricted
securities for at least one year (including persons who may be deemed
"affiliates" of the Company under Rule 144) is entitled to sell a number of
shares within any three-month period that does not exceed the greater of 1% of
the then outstanding shares of the class of Common Stock or the average weekly
trading volume of such stock during the four calendar weeks preceding such sale,
subject to certain manner of sale limitations. A shareholder who is deemed not
to have been an affiliate of the Company for at least three months prior to the
date of sale and who has beneficially owned restricted securities for at least
two years would be entitled to sell such shares under Rule 144 without regard to
the volume or manner of sale limitations described above.
76
<PAGE> 82
UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated , 1999 (the "Underwriting Agreement"), the
underwriters named below (the "Underwriters"), for whom Credit Suisse First
Boston Corporation, BT Alex. Brown Incorporated, Goldman, Sachs & Co. and Morgan
Stanley & Co. Incorporated, acting as representatives (the "Representatives"),
have severally but not jointly agreed to purchase from the Company and the
Selling Shareholder the following respective numbers of shares of Class A Common
Stock:
<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
----------- ---------
<S> <C>
Credit Suisse First Boston Corporation......................
BT Alex. Brown Incorporated.................................
Goldman, Sachs & Co. .......................................
Morgan Stanley & Co. Incorporated...........................
-------
Total.............................................
=======
</TABLE>
The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the shares of Class A Common
Stock offered hereby (other than those shares covered by the over-allotment
option described below) if any are purchased. The Underwriting Agreement
provides that, in the event of a default by an Underwriter, in certain
circumstances the purchase commitments of non-defaulting Underwriters may be
increased or the Underwriting Agreement may be terminated.
The Company and the Selling Shareholder have granted to the Underwriters an
option, expiring at the close of business on the 30th day after the date of this
Prospectus, to purchase up to 895,449 additional shares from the Company and
732,051 additional outstanding shares from the Selling Shareholder (assuming an
initial public offering of $19.50 per share) at the initial public offering
price less the underwriting discounts and commissions, all as set forth on the
cover page of this Prospectus. Such option may be exercised only to cover
over-allotments in the sale of the shares of Class A Common Stock. To the extent
such option is exercised, each Underwriter will become obligated, subject to
certain conditions, to purchase approximately the same percentage of such
additional shares of Class A Common Stock as it was obligated to purchase
pursuant to the Underwriting Agreement.
The Company and the Selling Shareholder have been advised by the
Representatives that the Underwriters propose to offer the shares of Class A
Common Stock to the public initially at the public offering price set forth on
the cover page of this Prospectus and, through the Representatives, to certain
dealers at such price less a concession of $ per share of Class A Common
Stock, and the Underwriters and such dealers may allow a discount of $ per
share of Class A Common Stock on sales to certain other dealers. After the
initial public offering, the public offering price and concession and discount
to dealers may be changed by the Representatives.
The Representatives have informed the Company that they do not expect
discretionary sales by the Underwriters to exceed 5% of the shares of Class A
Common Stock being offered hereby.
The Company has agreed that it will not offer, sell, contract to sell,
announce its intention to sell, pledge or otherwise dispose of, directly or
indirectly, or file with the Commission a registration statement under the
Securities Act relating to, any additional shares of its Class A Common Stock or
securities convertible into or exchangeable or exercisable for any shares of
capital stock of the Company without the prior written consent of Credit Suisse
First Boston Corporation for a period of 180 days after the date of this
Prospectus (the
77
<PAGE> 83
"Lock-Up Period"), except (i) pursuant to or in connection with employee stock
option plans or other employee or non-employee director or key advisor
compensation arrangements or agreements, in each case in effect on the date of
this Prospectus, and (ii) in connection with the conversion of shares of Class A
Common Stock, Class B Common Stock or Class C Common Stock solely into another
class of Common Stock. Each of the Company's officers, directors, the Selling
Shareholder and other shareholders have agreed not to sell, offer, or otherwise
dispose of any shares of Common Stock or securities convertible into or
exchangeable or exercisable for Common Stock, except for the conversion of the
Class A Common Stock, Class B Common Stock and Class C Common Stock solely into
shares of another class of Common Stock, without the prior written consent of
Credit Suisse First Boston Corporation during the Lock-Up Period, except for
certain limited exceptions.
The Underwriters have reserved for sale, at the initial public offering
price, up to shares of the Class A Common Stock for employees,
directors and certain other persons associated with the Company or with its
officers or directors, who have expressed an interest in purchasing such shares
of Class A Common Stock in the Offering. The number of shares available for sale
to the general public in the Offering will be reduced to the extent such persons
purchase such reserved shares. Any reserved shares not so purchased will be
offered by the Underwriters to the general public on the same terms as the other
shares offered hereby.
The Company and the Selling Shareholder have agreed to indemnify the
Underwriters against certain liabilities, including civil liabilities under the
Securities Act, or contribute to payments which the Underwriters may be required
to make in respect thereof.
The shares of Class A Common Stock have been approved for listing on The
New York Stock Exchange, subject to official notice of issuance. In connection
with the listing of the Class A Common Stock on The New York Stock Exchange, the
Underwriters will undertake to sell round lots of 100 shares or more to a
minimum of 2,000 beneficial owners.
Prior to this Offering, there has been no public market for the Class A
Common Stock. Accordingly, the initial public offering price for the Class A
Common Stock will be determined by negotiations between the Company and the
Representatives. Among the factors considered in determining the initial public
offering price will be the history of, and the prospects for, the Company's
business and the industry in which it competes, an assessment of the Company's
management, its past and present operations, its past and present earnings and
the trend of such earnings, the prospects for earnings of the Company, the
present state of the Company's development, the general condition of the
securities markets at the time of the Offering and the market prices and the
earnings of similar securities of comparable companies at the time of the
Offering.
The Representatives, on behalf of the Underwriters, may engage in
over-allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act.
Over-allotment involves syndicate sales in excess of the offering size, which
creates a syndicate short position. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do not exceed a
specified maximum. Syndicate covering transactions involve purchases of the
Class A Common Stock in the open market after the distribution has been
completed in order to cover syndicate short positions. Penalty bids permit the
Representatives to reclaim a selling concession from a syndicate member when the
shares of Class A Common Stock originally sold by such syndicate member are
purchased in a syndicate covering transaction to cover syndicate short
positions. Such stabilizing transactions, syndicate covering transactions and
penalty bids may cause the price of the Class A Common Stock to be higher than
it would otherwise be in the absence of such transactions. These transactions
may be effected on The New York Stock Exchange or otherwise and, if commenced,
may be discontinued at any time.
78
<PAGE> 84
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the shares of Class A Common Stock in Canada is being
made only on a private placement basis exempt from the requirement that the
Company and the Selling Shareholder prepare and file a prospectus with the
securities regulatory authorities in each province where trades of shares of
Class A Common Stock are effected. Accordingly, any resale of the shares of
Class A Common Stock in Canada must be made in accordance with applicable
securities laws which will vary depending on the relevant jurisdiction, and
which may require resales to be made in accordance with available statutory
exemptions or pursuant to a discretionary exemption granted by the applicable
Canadian securities regulatory authority. Purchasers are advised to seek legal
advice prior to any resale of the shares of Class A Common Stock.
REPRESENTATIONS OF PURCHASERS
Each purchaser of shares of Class A Common Stock in Canada who receives a
purchase confirmation will be deemed to represent to the Company, the Selling
Shareholder and the dealer from whom such purchase confirmation is received that
(i) such purchaser is entitled under applicable provincial securities laws to
purchase such shares of Class A Common Stock without the benefit of a prospectus
qualified under such securities laws, (ii) where required by law, that such
purchaser is purchasing as principal and not as agent and (iii) such purchaser
has reviewed the text above under "Resale Restrictions."
RIGHTS OF ACTION (ONTARIO PURCHASERS)
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulations under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.
ENFORCEMENT OF LEGAL RIGHTS
All of the issuer's directors and officers as well as the experts named
herein and the Selling Shareholder may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer or such persons. All or a substantial
portion of the assets of the issuer and such persons may be located outside of
Canada and, as a result, it may not be possible to satisfy a judgment against
the issuer or such persons in Canada or to enforce a judgment obtained in
Canadian courts against such issuer or persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of shares of Class A Common Stock to whom the Securities Act
(British Columbia) applies is advised that such purchaser is required to file
with the British Columbia Securities Commission a report within ten days of the
sale of any shares of Class A Common Stock acquired by such purchaser pursuant
to this offering. Such report must be in the form attached to British Columbia
Securities Commission Blanket Order (BOR) #95/17, a copy of which may be
obtained from the Company. Only one such report must be filed in respect of
Class A Common Stock acquired on the same date and under the same prospectus
exemption.
TAXATION AND ELIGIBILITY FOR INVESTMENT
Canadian purchasers of shares of Class A Common Stock should consult their
own legal and tax advisers with respect to the tax consequences of an investment
in the shares of Class A Common Stock in their particular circumstances and with
respect to the eligibility of the shares of Class A Common Stock for investment
by the purchaser under relevant Canadian Legislation.
79
<PAGE> 85
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania.
Certain legal matters will be passed upon for the Underwriters by Weil, Gotshal
& Manges LLP, Dallas, Texas and New York, New York.
EXPERTS
The financial statements of Entercom Communications Corp. as of September
30, 1997 and 1998 and for each of the three years in the period ended September
30, 1998 included in this Prospectus and the related financial statement
schedule included elsewhere in the registration statement have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports
appearing herein and elsewhere in the registration statement (which reports
expressed an unqualified opinion and include an explanatory paragraph referring
to the restatement of the Company's 1997 and 1998 consolidated financial
statements), and have been so included in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.
The combined financial statements of KMBZ-AM, KLTH-FM, KCMO-AM/FM,
KIRO-AM/FM, KNWX-AM and KING-FM for each of the three years in the period ended
December 31, 1996 included in this Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report appearing herein,
and have been so included in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
The combined financial statements of the Sacramento Station Group for the
period January 1, 1996 to September 18, 1996 and for the period September 19,
1996 to December 31, 1996 included in this Prospectus have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report appearing
herein, and have been so included in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
The combined financial statements of KBSG, Inc. and KNDD, Inc. for the year
ended December 31, 1995 included in this Prospectus have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report appearing
herein, and have been so included in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
The combined financial statements of the Portland, Oregon and Rochester,
New York Radio Groups of Heritage Media Services, Inc. - Broadcasting Segment as
of December 31, 1997 and for the eight month period ended August 31, 1997 and
the four month period ended December 31, 1997 included in this Prospectus have
been audited by Arthur Andersen LLP, independent public accountants, as stated
in their report appearing herein, and have been so included in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
The combined financial statements of the Boston Radio Market of CBS Radio,
Inc. for the year ended December 31, 1997 included in this Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report appearing herein, and have been so included in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement on Form
S-1 (the "Registration Statement") under the Securities Act and the rules and
regulations promulgated thereunder, covering the Common Stock offered hereby.
This Prospectus omits certain information contained in the Registration
Statement, and reference is made to the Registration Statement, and the exhibits
and schedules thereto for further information with respect to the Company and
the Common Stock offered hereby. Statements contained in this Prospectus as to
the contents of any contract, agreement or other document filed as an exhibit to
the Registration Statement are not necessarily complete, and in each instance,
reference is made to the exhibit for a more complete description of the matter
involved, each such statement being qualified in its
80
<PAGE> 86
entirety by such reference. The Registration Statement may be inspected and
copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
regional offices of the Commission maintained at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and Seven World Trade Center, Suite 1300, New
York, New York 10048. Copies of such materials may be obtained from the Public
Reference Section of the Commission, Room 10124, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition,
registration statements and certain other filings made with the Commission
through its Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system
are publicly available through the Commission's site on the Internet's World
Wide Web, located at http://www.sec.gov. The Registration Statement, including
all exhibits thereto and amendments thereof, has been filed with the Commission
through EDGAR.
81
<PAGE> 87
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ENTERCOM COMMUNICATIONS CORP.
CONSOLIDATED FINANCIAL STATEMENTS
Independent Auditors' Report.............................. F-3
Balance Sheets as of September 30, 1997 and 1998.......... F-4
Statements of Income for the Years Ended September 30,
1996, 1997 and 1998.................................... F-6
Statement of Shareholder's Equity for the Years Ended
September 30, 1996, 1997 and 1998...................... F-7
Statements of Cash Flows for the Years Ended September 30,
1996, 1997 and 1998.................................... F-8
Notes to the Consolidated Financial Statements for the
Years Ended September 30, 1996, 1997 and 1998.......... F-9
THE BONNEVILLE TRANSACTION
KMBZ-AM, KLTH-FM, KCMO-AM/FM, KIRO-AM/FM, KNWX-AM, AND
KING-FM
Independent Auditors' Report........................... F-25
Combined Statements of Operations for the Years Ended
December 31, 1994, 1995 and 1996 and for the Three
Months Ended March 27, 1996 and 1997 (Unaudited)...... F-26
Combined Statements of Cash Flows for the Years Ended
December 31, 1994, 1995 and 1996 and for the Three
Months Ended March 27, 1996 and 1997 (Unaudited)...... F-27
Notes to Combined Statements of Operations and of Cash
Flows................................................. F-28
THE CITICASTERS TRANSACTION
SACRAMENTO STATION GROUP (KSEG-FM AND KRXQ-FM)
Independent Auditors' Report........................... F-32
Combined Statements of Operations for the Periods
January 1, 1996 to September 18, 1996 (Predecessor)
and September 19, 1996 to December 31, 1996 and for
the Five Months Ended May 31, 1996 (Predecessor) and
1997 (Unaudited)...................................... F-33
Combined Statements of Cash flows for the Periods
January 1, 1996 to September 18, 1996 (Predecessor)
and September 19, 1996 to December 31, 1996 and for
the Five Months Ended May 31, 1996 (Predecessor) and
1997 (Unaudited)...................................... F-34
Notes to Combined Financial Statements................. F-35
KBSG, INC. AND KNDD, INC. (KBSG-FM AND KNDD-FM)
Independent Auditors' Report.............................. F-37
Combined Statements of Income for the Year Ended December
31, 1995 and for the Seven-Month Periods Ended July 31,
1995 and 1996 (Unaudited).............................. F-38
Combined Statements of Cash Flows for the Year Ended
December 31, 1995 and for the Seven-Month Periods Ended
July 31, 1995 and 1996 (Unaudited)..................... F-39
Notes to Combined Financial Statements.................... F-40
</TABLE>
F-1
<PAGE> 88
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE SINCLAIR TRANSACTION
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING
SEGMENT
Report of Independent Public Accountants............... F-43
Combined Balance Sheet as of December 31, 1997......... F-44
Combined Statements of Operations for the Eight-Month
Period Ended August 31, 1997 (Predecessor) and for the
Four-Month Period Ended December 31, 1997............. F-45
Combined Statements of Stockholders' Equity for the
Eight-Month Period Ended August 31, 1997 (Predecessor)
and for the Four-Month Period Ended December 31,
1997.................................................. F-46
Combined Statements of Cash Flows for the Eight-Month
Period Ended August 31, 1997 (Predecessor) and for the
Four-Month Period Ended December 31, 1997............. F-47
Notes to Combined Financial Statements................. F-48
Unaudited Financial Statements
Combined Balance Sheets as of December 31, 1997 and
March 31, 1998........................................ F-53
Combined Statements of Operations for the Three Months
Ended March 31, 1997, the Two-Month Period Ended
February 28, 1998 and the One-Month Period Ended March
31, 1998.............................................. F-54
Combined Statements of Cash Flows for the Three Months
Ended March 31, 1997, the Two-Month Period Ended
February 28, 1998 and the One-Month Period Ended March
31, 1998.............................................. F-55
Notes to Combined Financial Statements................. F-56
THE BOSTON TRANSACTION
THE BOSTON RADIO MARKET OF CBS RADIO, INC.
Independent Auditors' Report........................... F-57
Combined Balance Sheet as of December 31, 1997 and
September 30, 1998 (Unaudited)........................ F-58
Combined Statements of Operations and Equity for the
Year Ended December 31, 1997 and for the Nine-Month
Periods Ended September 30, 1997 and 1998
(Unaudited)........................................... F-59
Combined Statements of Cash Flows for the Year Ended
December 31, 1997 and for the Nine-Month Periods Ended
September 30, 1997 and 1998 (Unaudited)............... F-60
Notes to Combined Financial Statements................. F-61
</TABLE>
F-2
<PAGE> 89
The accompanying consolidated financial statements give effect to the
completion of the 185 for 1 split of the Company's outstanding common stock
which will take place on the effective date of the offering. The following
report is in the form which will be furnished by Deloitte & Touche LLP upon
completion of the stock split of the Company's outstanding common stock
described in Note 13 to the consolidated financial statements and assuming that
from December 31, 1998 to the date of such completion no other material events
have occurred that would affect the accompanying consolidated financial
statements or required disclosure therein:
INDEPENDENT AUDITORS' REPORT
"To the Board of Directors of
Entercom Communications Corp.:
We have audited the accompanying consolidated balance sheets of Entercom
Communications Corp. (formerly Entertainment Communications, Inc.) and
subsidiaries (the "Company") as of September 30, 1997 and 1998, and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the three years in the period ended September 30, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Entercom Communications Corp. and
subsidiaries at September 30, 1997 and 1998, and the results of their operations
and their cash flows for each of the three years in the period ended September
30, 1998 in conformity with generally accepted accounting principles.
As discussed in Note 14 to the consolidated financial statements, the
accompanying consolidated financial statements for the years ended September 30,
1997 and 1998 have been restated.
Philadelphia, Pennsylvania
December 31, 1998
(January , 1999 as to Note 13)"
DELOITTE & TOUCHE LLP
January 4, 1999
F-3
<PAGE> 90
ENTERCOM COMMUNICATIONS CORP.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND 1998
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
(AS RESTATED, SEE NOTE 14)
SEPTEMBER 30,
--------------------------
1997 1998
----------- -----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents (Note 2)........................ $ 3,626 $ 6,666
Accounts receivable (net of allowance for doubtful
accounts of $292 in 1997 and $367 in 1998)............. 24,796 32,524
Prepaid expenses and deposits............................. 1,691 5,303
Station acquisition deposits.............................. 4,957 344
Income tax deposit........................................ 490 978
Assets held for sale (Note 9)............................. 5,310
-------- --------
Total current assets.............................. 35,560 51,125
-------- --------
PROPERTY AND EQUIPMENT -- At cost (Note 2):
Land, land easements and land improvements................ 4,584 5,954
Building.................................................. 2,454 3,939
Equipment................................................. 22,784 31,979
Furniture and fixtures.................................... 5,064 7,115
Leasehold improvements.................................... 1,047 3,362
-------- --------
35,933 52,349
Accumulated depreciation.................................. (8,158) (9,679)
-------- --------
27,775 42,670
Capital improvements in progress.......................... 1,379 387
-------- --------
Net property and equipment........................ 29,154 43,057
-------- --------
RADIO BROADCASTING LICENSES AND OTHER INTANGIBLES
Net of accumulated amortization of $6,307 in 1997 and
$14,564 in 1998 (Notes 2, 3, and 4).................... 295,419 424,716
DEFERRED CHARGES AND OTHER ASSETS -- Net (Notes 2, 3 and
5)........................................................ 4,610 4,047
-------- --------
TOTAL....................................................... $364,743 $522,945
======== ========
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE> 91
ENTERCOM COMMUNICATIONS CORP.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND 1998
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
(AS RESTATED, SEE
NOTE 14)
-------------------
SEPTEMBER 30, SEPTEMBER 30,
------------------- 1998
1997 1998 PRO FORMA
-------- -------- -------------
(NOTE 1)
(UNAUDITED)
<S> <C> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable......................................... $ 7,128 $ 10,919 $ 10,919
Accrued liabilities:
Salaries.............................................. 2,422 4,052 4,052
Interest.............................................. 109 1,114 1,114
Taxes other than income............................... 69 189 189
Barter (Note 2)....................................... 5 18 18
Corporate state income taxes (Note 2).................... 323 459 459
Senior debt -- current................................... 10 10
-------- -------- --------
Total current liabilities........................ 10,056 16,761 16,761
SENIOR DEBT -- Noncurrent (Note 6A)........................ 117,000 253,774 270,918
CONVERTIBLE SUBORDINATED NOTE (Note 6D)
Note payable............................................. 25,000 25,000 25,000
Accrued interest......................................... 2,427 4,352 4,352
Cumulative adjustment to reflect indexing of convertible
subordinated note..................................... 29,070 37,911 37,911
-------- -------- --------
Total convertible subordinated note.............. 56,497 67,263 67,263
DEFERRED TAX LIABILITY..................................... 82,138
MINORITY INTEREST IN EQUITY OF PARTNERSHIP (Notes 2 and
8)....................................................... 2,171 2,177 2,177
-------- -------- --------
Total liabilities................................ 185,724 339,975 439,257
-------- -------- --------
COMMITMENTS AND CONTINGENCIES (Note 9)
SHAREHOLDERS' EQUITY (Note 10):
Preferred stock $.01 par value; authorized 25,000,000
shares; none issued
Class A common stock $.01 par value; voting; authorized
200,000,000 shares; issued and outstanding 11,002,194
shares................................................ 110 110 110
Class B common stock $.01 par value; voting; authorized
75,000,000 shares; issued and outstanding 10,531,805
shares................................................ 105 105 105
Class C common stock $.01 par value; nonvoting;
authorized 25,000,000 shares; none issued.............
Additional paid-in capital............................... 86,655
Retained earnings........................................ 178,804 182,755
-------- -------- --------
Total shareholders' equity....................... 179,019 182,970 86,870
-------- -------- --------
TOTAL...................................................... $364,743 $522,945 $526,127
======== ======== ========
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE> 92
ENTERCOM COMMUNICATIONS CORP.
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED SEPTEMBER 30, 1996, 1997 AND 1998
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
------------------------------------
(AS RESTATED, SEE NOTE 14)
1996 1997 1998
------- ------------ -----------
<S> <C> <C> <C>
NET REVENUES................................................ $48,675 $ 93,862 $132,998
OPERATING EXPENSES:
Station operating expenses................................ 31,659 61,280 88,599
Depreciation and amortization............................. 2,960 7,685 13,066
Corporate general and administrative expenses............. 2,872 3,249 4,527
Net expense (income) from time brokerage agreement fees... (879) (476) 2,399
------- --------- --------
36,612 71,738 108,591
------- --------- --------
OPERATING INCOME............................................ 12,063 22,124 24,407
OTHER EXPENSE (INCOME) ITEMS:
Interest expense (Note 6)................................. 5,196 11,388 14,663
Adjustment to reflect indexing of the convertible
subordinated note (Note 6D)............................. 29,070 8,841
Interest income........................................... (95) (482) (410)
Other nonoperating expenses............................... 28 1,986 82
Gains on sale of assets and other......................... (119) (197,097) (8,661)
------- --------- --------
Total other expenses (income)...................... 5,010 (155,135) 14,515
------- --------- --------
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEMS.......... 7,053 177,259 9,892
INCOME TAXES................................................ 274 489 453
------- --------- --------
INCOME BEFORE EXTRAORDINARY ITEMS........................... 6,779 176,770 9,439
EXTRAORDINARY ITEMS:
Debt extinguishment (net of taxes of $23, and $25 in 1996
and 1998, respectively) (Note 6).......................... 539 2,376
------- --------- --------
NET INCOME.................................................. $ 6,240 $ 176,770 $ 7,063
======= ========= ========
PRO FORMA DATA (UNAUDITED)
PRO FORMA NET INCOME DATA:
Income before income taxes and extraordinary items........ $ 7,053 $ 177,259 $ 9,892
Pro forma income taxes (Note 1)........................... 2,680 78,405 7,119
------- --------- --------
Pro forma income before extraordinary items............... 4,373 98,854 2,773
Extraordinary items, net of pro forma taxes............... 348 1,488
------- --------- --------
PRO FORMA NET INCOME........................................ $ 4,025 $ 98,854 $ 1,285
======= ========= ========
PRO FORMA EARNINGS PER SHARE (Note 1):
Basic:
Pro forma earnings before extraordinary items........... $ 0.20 $ 4.59 $ 0.12
Extraordinary items, net of pro forma taxes............. 0.01 0.06
------- --------- --------
Pro forma earnings per share............................ $ 0.19 $ 4.59 $ 0.06
======= ========= ========
Diluted:
Pro forma earnings before extraordinary items........... $ 0.20 $ 4.59 $ 0.12
Extraordinary items, net of pro forma taxes............. 0.01 0.06
------- --------- --------
Pro forma earnings per share............................ $ 0.19 $ 4.59 $ 0.06
======= ========= ========
WEIGHTED AVERAGE SHARES:
Basic..................................................... 21,534 21,534 22,347
Diluted................................................... 21,534 21,534 22,347
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE> 93
ENTERCOM COMMUNICATIONS CORP.
STATEMENT OF SHAREHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 1996, 1997 AND 1998
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
COMMON STOCK
-------------------------------------------------------------------------------
NONVOTING VOTING CLASS A CLASS B ADDITIONAL
---------------- ---------------- ------------------- ------------------- PAID-IN
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL
------- ------ ------- ------ ---------- ------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, October 1, 1995, as
originally reported................. 46,260 $ 2 80,580 $ 4 $ 710
Adjustment for the change in
capitalization (Note 13)............ (46,260) (2) (80,580) (4) 12,935,594 129 10,531,805 105 (228)
------- --- ------- --- ---------- ---- ---------- ---- -----
Balance, October 1, 1995, as
adjusted............................ 12,935,594 129 10,531,805 105 482
Net income for the year..............
Dividends............................
------- --- ------- --- ---------- ---- ---------- ---- -----
Balance, September 30, 1996 (as
restated)........................... 12,935,594 129 10,531,805 105 482
Retirement of treasury stock......... (1,933,400) (19) (482)
Net income for the year (as
restated)...........................
Dividends............................
------- --- ------- --- ---------- ---- ---------- ---- -----
Balance, September 30, 1997 (as
restated)........................... 11,002,194 110 10,531,805 105
Net income for the year (as
restated)...........................
Dividends............................
------- --- ------- --- ---------- ---- ---------- ---- -----
Balance, September 30, 1998 (as
restated)........................... $ $ 11,002,194 $110 10,531,805 $105 $
======= === ======= === ========== ==== ========== ==== =====
<CAPTION>
TREASURY STOCK AT COST
---------------------------------------------
RETAINED NONVOTING VOTING CLASS A
EARNINGS SHARES SHARES SHARES AMOUNT TOTAL
-------- --------- ---------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance, October 1, 1995, as
originally reported................. $ 1,155 2,610 7,830 $(1,044) $ 827
Adjustment for the change in
capitalization (Note 13)............ (2,610) (7,830) 1,931,400
-------- -------- ---------- ---------- ------- --------
Balance, October 1, 1995, as
adjusted............................ 1,155 1,931,400 (1,044) 827
Net income for the year.............. 6,240 6,240
Dividends............................ (1,988) (1,988)
-------- -------- ---------- ---------- ------- --------
Balance, September 30, 1996 (as
restated)........................... 5,407 1,931,400 (1,044) 5,079
Retirement of treasury stock......... (543) (1,931,400) 1,044
Net income for the year (as
restated)........................... 176,770 176,770
Dividends............................ (2,830) (2,830)
-------- -------- ---------- ---------- ------- --------
Balance, September 30, 1997 (as
restated)........................... 178,804 179,019
Net income for the year (as
restated)........................... 7,063 7,063
Dividends............................ (3,112) (3,112)
-------- -------- ---------- ---------- ------- --------
Balance, September 30, 1998 (as
restated)........................... $182,755 $ $182,970
======== ======== ========== ========== ======= ========
</TABLE>
See Notes to consolidated financial statements.
F-7
<PAGE> 94
ENTERCOM COMMUNICATIONS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 1996, 1997 AND 1998
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
----------------------------------
(AS RESTATED, SEE
NOTE 14)
----------------------
1996 1997 1998
-------- --------- ---------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income................................................ $ 6,240 $ 176,770 $ 7,063
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization........................... 2,960 7,685 13,066
Extraordinary items..................................... 562 2,401
Gains on dispositions and exchanges of assets........... (119) (197,097) (8,661)
Interest accrued........................................ 643 1,785 1,925
Adjustment to reflect indexing of the convertible
subordinated note (Note 6D)........................... 29,070 8,841
Changes in assets and liabilities which provided (used)
cash:
Accounts receivable................................... (3,336) (11,798) (7,728)
Prepaid expenses...................................... (150) (956) (101)
Accounts payable, accrued liabilities and corporate
state income taxes.................................. 4,048 1,463 6,695
Minority interest..................................... (21) 1,910 6
Income tax deposit.................................... 1,946 27 (488)
-------- --------- ---------
Net cash provided by operating activities........... 12,773 8,859 23,019
-------- --------- ---------
INVESTING ACTIVITIES:
Additions to property and equipment....................... (1,493) (4,373) (11,183)
Proceeds from sale of property and equipment, intangibles
and other assets........................................ 560 3,750 9,724
Proceeds from exchanges of radio stations................. 72,200 3,132
Payments for exchanges of radio stations.................. (5,304) (306)
Purchases of radio station assets (Note 3)................ (91,519) (74,498) (152,791)
Deferred charges and other assets......................... (4,050) (644) (3,329)
Station acquisition deposits.............................. (4,826) 1,102
-------- --------- ---------
Net cash used in investing activities............... (96,502) (13,695) (153,651)
-------- --------- ---------
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt.................. 137,500 20,000 277,286
Payments of long-term debt................................ (48,055) (14,000) (140,502)
Dividends paid............................................ (1,988) (2,830) (3,112)
-------- --------- ---------
Net cash provided by financing activities........... 87,457 3,170 133,672
-------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ 3,728 (1,666) 3,040
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR................ 1,564 5,292 3,626
-------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF
YEAR...................................................... $ 5,292 $ 3,626 $ 6,666
======== ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION --
Cash paid during the period for:
Interest................................................ $ 3,688 $ 10,203 $ 11,541
======== ========= =========
Income taxes............................................ $ 148 $ 211 $ 293
======== ========= =========
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES --
In connection with the radio station exchange transactions completed by the Company, the
noncash portion of assets recorded was $127,000 for the year ended September 30, 1997 and
$22,500 for the year ended September 30, 1998.
</TABLE>
See notes to consolidated financial statements.
F-8
<PAGE> 95
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1996, 1997 AND 1998
1. BASIS OF PRESENTATION AND ORGANIZATION
Operations -- Entercom Communications Corp. (formerly Entertainment
Communications, Inc.) (the "Company") is principally engaged in the management
and operation of radio broadcast stations throughout the United States. The
Company owns or operates three or more radio stations in the following markets:
Boston, Seattle, Portland, Sacramento, Kansas City and Rochester.
Unaudited Pro Forma Adjustments -- The Company intends to offer shares of
its Class A Common Stock to the public during 1999 (the "Offering"). Just prior
to the effective date of the Offering, the Company will terminate its status as
an S Corporation. At that time, the Company will be required to provide deferred
income taxes for cumulative temporary differences between financial statement
and income tax bases of the Company's assets and liabilities. At September 30,
1998, a deferred tax liability of $82.1 million has been reflected in the pro
forma balance sheet presented. In addition, a deferred tax asset of $3.2 million
would have been established.
In addition, the S Corporation shareholders will receive distributions of
approximately $1.0 million prior to, and approximately $88.1 million subsequent
to the effective date of the Offering. Of these amounts, $1.0 million relates to
income tax liabilities attributable to the S Corporation shareholders' share of
the Company's taxable income for the year ended September 30, 1998, $16.1
million relates to taxed but undistributed income as of September 30, 1998,
$70.2 million relates to taxable gains from transactions occurring subsequent to
September 30, 1998 and $1.6 million relates to the estimated taxable income from
operations for the period from October 1, 1998 to January 31, 1999. Only those
distributions (totaling approximately $17.1 million) related to transactions
occurring prior to October 1, 1998 have been reflected for purposes of the
unaudited pro forma balance sheet presented with the accompanying consolidated
financial statements. Of the $88.1 million to be distributed subsequent to the
effective date of the Offering, $0.2 million will be paid to the S Corporation
shareholders for their estimated income taxes on the income of the Company for
its 1999 fiscal year; payment of the balance is conditional on the successful
completion of the Offering.
The unaudited pro forma net income data reflect adjustments for income
taxes as if the Company had been subject to federal and state income taxes based
upon a pro forma effective tax rate of 38% applied to income before income taxes
excluding the effect of adjustment to reflect indexing of convertible
subordinated note (as such adjustment is not tax deductible) of $29.1 million
and $8.8 million for the years ending September 30, 1997 and 1998, respectively.
(See Note 6(D)).
Pro Forma Earnings Per Share -- Pro forma earnings per share is calculated
in accordance with Statement of Financial Accounting Standards No. 128 and, as
such, is based on the weighted average number of shares of Common Stock
outstanding and dilutive common equivalent shares from convertible debt (using
the if-converted method). For the years ended September 30, 1996, 1997 and 1998,
the effect of the conversion of the convertible subordinated note was
antidilutive.
2. SIGNIFICANT ACCOUNTING POLICIES
Income Tax Status -- The shareholders of the Company elected to change the
tax status of the Company from a C Corporation to an S Corporation beginning
October 1, 1987 for federal and certain state income tax purposes. For certain
other states for which an S Corporation election has not been made, the Company
incurs state income taxes.
The shareholders' election to be taxed as an S Corporation relieves the
Company of the obligation to pay federal and certain state corporate income
taxes but results in shareholders being directly liable for payment of such
income taxes on their pro rata share of the Company's taxable income, including
taxable income which has been deferred as a result of the Company's use of
different accounting methods for financial reporting and income tax reporting.
F-9
<PAGE> 96
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Principles of Consolidation -- The accompanying consolidated financial
statements include the accounts of the Company, its limited partnership interest
and its subsidiaries, all of which are wholly-owned. All intercompany
transactions and balances have been eliminated in consolidation.
Management's Use of Estimates -- The preparation of consolidated financial
statements, in accordance with generally accepted accounting principles,
requires the Company to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and the disclosure of contingent assets and
liabilities, as of the date of the consolidated financial statements, and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Depreciation -- Depreciation is determined on a straight-line basis. The
estimated useful lives for depreciation are as follows:
<TABLE>
<S> <C>
Land improvements.................................... 10 years
Building............................................. 20 years
Equipment............................................ 5-20 years
Furniture and fixtures............................... 5-10 years
Leasehold improvements............................... Various
</TABLE>
Revenue Recognition -- Revenue from the sale of commercial broadcast time
to advertisers is recognized when the commercials are broadcast. Promotional
fees are recognized as services are rendered.
Concentration of Credit Risk -- The Company's revenues and accounts
receivable relate primarily to the sale of advertising within the radio
stations' broadcast areas. Credit is extended based on an evaluation of the
customers' financial condition, and generally, collateral is not required.
Credit losses are provided for in the financial statements and consistently have
been within management's expectations. The Company also maintains deposit
accounts with financial institutions. At times, such deposits may exceed FDIC
insurance limits.
Advertising Costs -- Advertising costs are expensed as incurred and
approximated $4.3 million, $6.0 million and $6.6 million for the fiscal years
ended September 30, 1996, 1997 and 1998, respectively.
Radio Broadcasting Licenses and Other Intangibles -- Broadcasting licenses
and other intangibles are being amortized on a straight-line basis over 40
years.
Long-Lived Assets -- In accordance with SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of",
the Company evaluates the recoverability of its long-lived assets which include
broadcasting licenses, other intangibles, deferred charges, and other assets
whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. If indications are that the carrying amount of the asset
is not recoverable, the Company will estimate the future cash flows expected to
result from use of the asset and its eventual disposition. If the sum of the
expected future cash flows (undiscounted and without interest charges) is less
than the carrying amount of the asset, the Company recognizes an impairment
loss. The impairment loss recognized is measured as the amount by which the
carrying amount of the asset exceeds its fair value.
Deferred Charges -- The Company defers and amortizes debt issuance costs
and leasehold premiums over the term of the debt and life of the lease,
respectively.
Net Expense (Income) from Time Brokerage Agreement ("TBA") Fees -- Net
expense (income) from TBA fees consist of fees paid by or earned by the Company
under agreements which permit an acquirer to program and market stations prior
to acquisition. The Company sometimes enters into such agreements prior to the
consummation of station acquisitions or dispositions. Under the TBAs relating to
the Company's acquisitions, the expense from TBA fees was approximately $0.4
million, $2.2 million and $2.5 million for the years ended September 30, 1996,
1997 and 1998, respectively. Under the TBAs relating to the Company's
F-10
<PAGE> 97
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
dispositions, the income from TBA fees was approximately $1.2 million, $2.7
million and $0.1 million for the years ended September 30, 1996, 1997 and 1998,
respectively. Amounts reflected in net revenues and station operating expenses
from operations under TBAs, excluding expense (income) from TBA fees, were
approximately $2.4 million and $1.3 million, $12.3 million and $9.0 million, and
$7.8 million and $5.0 million for the years ended September 30, 1996, 1997 and
1998, respectively.
Barter Transactions -- The Company provides advertising broadcast time in
exchange for certain products, supplies and services. The terms of the exchanges
generally permit the Company to preempt such broadcast time in favor of
advertisers who purchase time on regular terms. The Company includes the value
of such exchanges in both broadcasting revenues and operating costs and
expenses. Barter valuation is based upon management's estimate of the fair value
of the products, supplies and services received. For the years ended September
30, 1996, 1997 and 1998, barter transactions amounted to approximately $632,000,
$822,000 and $1,043,000, respectively. The Company accrues as a liability the
amount by which the value of broadcasting time to be provided exceeds the value
of products, supplies and services to be received. At September 30, 1996, 1997
and 1998, such amounts were approximately $120,000, $5,000 and $19,000,
respectively.
Cash and Cash Equivalents -- Cash and cash equivalents consist primarily of
amounts held on deposit with financial institutions in immediately available
money market accounts.
Derivative Financial Instruments -- The Company uses derivative financial
instruments, including interest rate exchange agreements ("Swaps") and interest
rate cap agreements ("Caps"), to manage its exposure to fluctuations in interest
rates. Swaps and Caps are matched with debt and periodic cash payments and are
accrued on a net basis as an adjustment to interest expense. Any fees associated
with these instruments are amortized over their term.
Recent Accounting Pronouncements -- In February 1997, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standard ("SFAS") No. 128, "Earnings per Share", which was effective for the
Company beginning October 1, 1997. SFAS No. 128 establishes standards for
computing and presenting earnings per share ("EPS") and applies to entities with
publicly held common stock or potential common stock. It replaces the
presentation of primary EPS with a presentation of basic EPS and requires the
dual presentation of basic and diluted EPS on the face of the income statement.
This statement requires restatement of all prior period EPS data presented. For
the years ended September 30, 1996, 1997 and 1998 the effect of the conversion
of convertible debt was antidilutive. For 1998, as required by Staff Accounting
Bulletin Topic 1.B.3 the weighted average outstanding shares, for both basic and
diluted EPS, have been increased by approximately 0.8 million shares to give
effect to the increase in the number of shares which, when multiplied by the
offering price, would be sufficient to replace the capital proposed to be
distributed to the S Corporation shareholders, which exceeds the current year's
earnings.
In June 1998, the FASB issued SFAS No. 133 entitled "Accounting for
Derivative Instruments and Hedging Activities," which establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
"derivatives") and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This statement is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
Management has not yet determined what effect, if any, this statement will have
on the Company.
Reclassifications -- Certain reclassifications have been made to the
consolidated financial statements for the years ended September 30, 1996 and
1997 in order to conform to the current year presentation.
F-11
<PAGE> 98
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
3. ACQUISITIONS AND OTHER SIGNIFICANT TRANSACTIONS
During each of the periods presented the Company consummated acquisitions
of radio stations. All of these acquisitions were accounted for under the
purchase method of accounting (unless otherwise noted below), and the purchase
prices, including transaction costs, were allocated to the assets based upon
their respective fair values as determined by independent appraisal as of the
purchase dates. Gains on exchange transactions are determined based on the
excess of the fair value of the station assets acquired, as determined by an
independent appraisal, plus any cash received, over the Company's carrying basis
in the station assets exchanged, plus cash paid by the Company, all less
transaction costs.
1996 Acquisitions
The Company completed a three party Asset Purchase Agreement on August 1,
1996, whereby the Company acquired WAXQ-FM, New York City, from GAF Corporation
for a cash purchase price of $90 million and simultaneously exchanged WAXQ-FM
and $1.2 million in cash to Viacom, Inc. for all of Viacom's broadcast assets of
three radio stations, KBSG-FM, KBSG-AM and KNDD-FM, and two tower facilities,
all serving the Seattle, Washington radio market. The Company incurred
approximately $319,000 in transaction costs related to the acquisition.
Broadcasting licenses and other intangibles totaling approximately $87.5 million
were recorded in connection with this transaction.
1997 Acquisitions
On March 27, 1997, the Company acquired the assets of KMBZ-AM, KYYS-FM
(formerly KLTH-FM), KCMO-AM and KCMO-FM, serving the Kansas City,
Kansas/Missouri radio market, from Bonneville International Corporation and
Bonneville Holding Corporation (collectively referred to hereafter as
"Bonneville") for a purchase price of $35.0 million. The Company also acquired
the assets of KIRO-AM, KIRO-FM and KNWX-AM, serving the Seattle, Washington
radio market, from KIRO, Inc., a wholly owned subsidiary of Bonneville
International Corporation ("KIRO") for a purchase price of $60.0 million. As
consideration for the assets received, the Company transferred the assets of
KLDE-FM serving the Houston, Texas radio market, plus $5.0 million, to
Bonneville and KIRO resulting in a gain of $88.7 million. The Company incurred
transaction costs of $246,000 related to these acquisitions. Broadcasting
licenses and other intangibles in the amount of $85.8 million were recorded in
connection with these transactions.
On April 28, 1997, the Company acquired the assets of KEDO-AM and KLYK-FM,
serving the Longview/Kelso, Washington radio market, for $1.8 million from
Longview Broadcasting Company and Premier Development Company. The Company
incurred transaction costs of $38,000 related to these acquisitions.
Broadcasting licenses and other intangibles in the amount of $733,000 were
recorded in connection with this transaction.
On May 30, 1997, the Company completed an Asset Exchange Agreement with
Nationwide Communications, Inc. ("Nationwide") and Secret Communications, LP
("Secret"). In this three party agreement, in exchange for the transfer to
Secret of the Company's two FM radio stations in Pittsburgh, WDSY and WNRQ, the
Company received Nationwide's FM radio station in Seattle, KISW, plus $32.5
million, resulting in a gain of $43.9 million. Broadcasting licenses and other
intangibles in the amount of $12.1 million were recorded in connection with this
transaction. The total purchase price of this transaction was $47.0 million.
On May 30, 1997, the Company acquired the assets of KLOU-FM, serving the
St. Louis, Missouri radio market, from Group W Broadcasting, Inc., plus $39.7
million, in exchange for the assets of KITS-FM, resulting in a gain of $61.2
million. The Company incurred transaction costs of $58,000 related to this
acquisition. Broadcasting licenses and other intangibles in the amount of $21.6
million were recorded in connection with this transaction. The total purchase
price of this transaction was $62.2 million.
F-12
<PAGE> 99
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
On June 3, 1997, the Company acquired the assets of KDND-FM (formerly
KXOA-FM), serving the Sacramento, California radio market, from American Radio
Systems Corporation for $27.2 million. The Company incurred transaction costs of
$192,000 related to this acquisition. Broadcasting licenses and other
intangibles in the amount of $26.9 million were recorded in connection with this
transaction.
On June 4, 1997, the Company acquired the assets of KRXQ-FM and KSEG-FM,
serving the Sacramento, California radio market, from Citicasters Co. for $45.0
million. The Company incurred transaction costs of $268,000 related to these
acquisitions. Broadcasting licenses and other intangibles in the amount of $40.7
million were recorded in connection with this transaction.
1998 Acquisitions
On November 26, 1997, the Company acquired the assets of KSSJ-FM (formerly
KBYA-FM), serving the Sacramento, California radio market, from Susquehanna
Radio Corp., KTHX License Investment Co. and KTHX Radio Inc. for $15.9 million.
The Company incurred transaction costs of $87,000 related to this acquisition.
Broadcasting licenses and other intangibles in the amount of $15.8 million were
recorded in connection with this transaction.
On January 1, 1998, the Company acquired the assets of KCTC-AM, serving the
Sacramento, California radio market, from ARS for $4.0 million. The Company
incurred transaction costs of $13,000 related to this acquisition. Broadcasting
licenses and other intangibles in the amount of $2.7 million were recorded in
connection with this transaction.
On January 1, 1998, the Company acquired the assets of KUDL-FM and WDAF-AM,
serving the Kansas City, Kansas/Missouri radio market from ARS. As consideration
for the assets received, which included the receipt of $7.1 million in cash from
ARS, the Company transferred the assets of KLOU-FM, serving the St. Louis radio
market, to ARS resulting in a gain of $300,000. The Company incurred transaction
costs of $294,000 related to this acquisition. Broadcasting licenses and other
intangibles in the amount of $12.8 million were recorded in connection with this
transaction. The total purchase price of this transaction was $15.4 million.
On May 7, 1998, the Company acquired the assets of WSKY-FM (formerly
WRRX-FM), serving the Gainesville/Ocala, Florida radio market, from Gator
Broadcasting Co. for $2.0 million. The Company incurred transaction costs of
$66,000 related to this acquisition. Broadcasting licenses and other intangibles
in the amount of $1.7 million were recorded in connection with this transaction.
On May 15, 1998, the Company acquired the assets of KBAM-AM and KRQT-FM,
serving the Longview, Washington radio market, from Armak Broadcasters Inc. for
$1.0 million. The Company incurred transaction costs of $43,000 related to this
acquisition. Broadcasting licenses and other intangibles in the amount of
$350,000 were recorded in connection with this transaction.
On June 19, 1998, the Company acquired from Sinclair Broadcast Group the
assets of KKSN-AM, KKSN-FM, and KKRH-FM, all serving the Portland, Oregon radio
market, and WBEE-FM, WBBF-FM (formerly WKLX-FM), WQRV-FM and WEZO-AM (formerly
WBBF-AM) all serving the Rochester, New York radio market. The purchase price
for the stations was $126.5 million. The Company began operations at these
stations on March 1, 1998 under a TBA. The Company incurred transaction costs of
$494,000 related to this acquisition. Broadcasting licenses and other
intangibles in the amount of $121.3 million were recorded in connection with
this transaction.
On August 13, 1998 the Company acquired from Capital Broadcasting, Inc. the
assets and rental leases used in connection with the operation of a tower
facility serving the Kansas City, Kansas/Missouri radio market for a purchase
price of $2.0 million.
F-13
<PAGE> 100
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
On September 16, 1998, the Company completed an agreement with American
Radio Systems, Inc. and American Radio Systems License Corp. (collectively
referred to as "ARS") to exchange certain assets used in the operation of radio
stations serving the Sacramento radio market. ARS provided KRAK-FM's license and
transmission facility to the Company in exchange for KRXQ's license and
transmission facility and $4.5 million. Each of the stations retained its own
call letters, programming format and studio and office property and equipment,
and the parties provided each other with reciprocal covenants against
programming competition on the respective frequencies for a period of two years.
ARS also transferred the intellectual property comprising program format for use
by the Company on its recently acquired KBYA-FM in that market. The transaction
was accounted for as a nonmonetary exchange of similar productive assets and no
gain or loss was recognized. The assets received were recorded at the historical
cost of the assets surrendered plus the $3.8 million paid to ARS. In a related
transaction the Company sold the KRXQ-FM transmitter site, including broadcast
tower facilities, to ARS for $750,000, resulting in a loss of $34,000.
Other Transactions
On March 6, 1996, the Company sold all of the assets of KMTT-AM, Tacoma,
Washington, including assignment of the FCC license, to Southwave Wireless
Communications, Inc. LLC for a cash purchase price of $500,000, resulting in a
gain of approximately $140,000.
On December 6, 1996, the Company sold certain assets of KEGE-AM, Richfield,
Minnesota, including assignment of the FCC license, to Salem Media of Minnesota,
Inc. for $3.0 million, resulting in a gain of approximately $2.6 million.
On February 6, 1997, the Company sold all of the assets of WDSY-AM,
Pittsburgh, Pennsylvania, including assignment of the FCC license, to Mortenson
Broadcasting Company for a cash purchase price of $750,000, resulting in a gain
of approximately $700,000.
On May 7, 1998, the Company sold certain rights in a license for the
Vancouver, Washington radio market to Jacor Communications and Smith
Broadcasting, Inc. for $10.0 million. The Company acquired an interest in these
rights at a cost of $1.3 million through an agreement with Q Prime Inc.,
Clifford Burnstein and Peter D. Mensch. The sale resulted in a gain of $8.5
million.
On June 25, 1998, the Company completed its transaction with McKenzie River
Broadcasting Company ("McKenzie") whereby McKenzie received FCC approval to
reclassify the broadcast license of its KMGE-FM station, serving the Eugene,
Oregon radio market, from a Class C to a Class C-1. Such a reclassification of
that station allowed the Company to seek approval from the FCC for construction
and operation of an enhanced transmission facility for its KNRK-FM station
serving the Portland, Oregon radio market. In consideration for its agreement,
McKenzie was paid approximately $1.2 million and the Company recorded this
amount as broadcast licenses.
Effective July 1, 1997, the Company entered into a Joint Sales Agreement
("JSA") with Classic Radio, Inc. ("Classic"), whereby the Company serves as the
exclusive sales agent for the Classic-owned KING-FM radio station, located in
Seattle, Washington. This agreement is a continuation of a relationship under a
prior JSA which expired on June 30, 1997. Under the new JSA, which continues
through June 30, 2002, the Company will be entitled to all revenues from the
sale of advertising time broadcast on KING-FM, but will be required to pay a
monthly fee to Classic based upon calculations as defined in the agreement.
Under the terms of the JSA, the Company will be responsible for all costs
incurred in selling the advertising time. Classic will be responsible for all
costs incurred in operating the station. Gross revenues and expenses incurred by
the Company under this contract during the years ended September 30, 1997 and
1998 were $2.6 million and $1.3 million and $3.6 million and $2.3 million,
respectively.
On October 7, 1997, the Company, in a transaction with Kanza Inc.,
exchanged the broadcasting frequency and the transmitter related assets of
KCMO-AM, Kansas City, Missouri for the broadcasting frequency and transmitter
related assets of WHB-AM, Kansas City, Missouri. The Company incurred
transaction costs of $233,000. The transaction was accounted for as a
nonmonetary exchange of similar
F-14
<PAGE> 101
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
productive assets and no gain or loss was recognized. The assets received were
recorded at the historical cost of the assets surrendered.
The following unaudited pro forma summary presents the consolidated results
of operations as if the transactions which occurred within either the 1997 or
1998 fiscal years had all occurred at the beginning of the 1997 fiscal year,
after giving effect to certain adjustments, including depreciation and
amortization of assets and interest expense on any debt incurred to fund the
acquisitions which would have been incurred had such acquisitions and other
transactions occurred at the beginning of the 1997 fiscal year. These unaudited
pro forma results have been prepared for comparative purposes only and do not
purport to be indicative of what would have occurred had the acquisitions and
other transactions been made as of that date or results which may occur in the
future.
<TABLE>
<CAPTION>
(UNAUDITED)
YEARS ENDED SEPTEMBER 30,
--------------------------
1997 1998
---------- ----------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
Net revenues................................................ $122,711 $140,544
======== ========
Income (loss) before extraordinary items and gains on sale
of assets................................................. $(21,795) $ 3,126
======== ========
Income before extraordinary items........................... $183,313 $ 3,126
======== ========
Net income.................................................. $183,313 $ 750
======== ========
</TABLE>
4. RADIO BROADCASTING LICENSES AND OTHER INTANGIBLES
Radio Broadcasting Licenses and other intangibles consist of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------------
1997 1998
--------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
FCC Licenses................................................ $300,022 $436,407
Other Intangibles........................................... 1,704 2,574
-------- --------
Subtotal.......................................... 301,726 438,981
Less accumulated amortization............................... (6,307) (14,265)
-------- --------
Total radio broadcasting licenses and other intangibles..... $295,419 $424,716
======== ========
</TABLE>
5. DEFERRED CHARGES AND OTHER ASSETS
Deferred charges and other assets consist of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------
1997 1998
------ ------
(AMOUNTS IN
THOUSANDS)
<S> <C> <C>
Debt issuance costs, less accumulated amortization of
$715,000 and $566,000 in 1997 and 1998, respectively...... $3,629 $2,163
Leasehold premium, less accumulated amortization of $125,000
and $228,000 in 1997 and 1998, respectively............... 862 1,644
Other deferred charges, less accumulated amortization of
$77,000 and $276,000 in 1997 and 1998, respectively....... 119 240
------ ------
$4,610 $4,047
====== ======
</TABLE>
F-15
<PAGE> 102
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
6. DEBT
(A) Senior debt consists of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------------
1997 1998
--------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
Notes payable, due June 30, 2003(A)(1)(a)................... $ 92,000
Notes payable, due June 30, 2003 (A)(1)(b).................. 25,000
Notes payable due February 13, 2006 (A)(2).................. $253,500
Other....................................................... 284
-------- --------
Total............................................. 117,000 253,784
Amounts due within one year................................. 10
-------- --------
$117,000 $253,774
======== ========
</TABLE>
(1) On March 25, 1997, the Company expanded its existing credit facility with a
group of banks to $165.0 million. The credit facility consisted of a $140.0
million reducing revolving credit and a $25.0 million amortizing term loan.
At September 30, 1997, outstanding balances against these credit facilities
were $92.0 million and $25.0 million, respectively. Under the loan
agreement, the Company provided the banks with a pledge of its 99% interest
in ECI License Company LP, a pledge of all of the outstanding stock of the
Company, and a pledge of all the Company's other assets. The agreement
included certain restrictive covenants, including a limitation on dividends.
These debt facilities were replaced with the debt facility described in
paragraph (A)(2) below.
(a) The availability under the reducing revolving credit agreement,
which was to mature on June 30, 2003, reduced on a quarterly basis
beginning September 30, 1997 in amounts which vary from $3.5 million
to $12.4 million. The Company had the option under this agreement to
elect to pay interest at a rate equal to LIBOR (in increments with
durations of 1, 2, 3 or 6 months) plus 1.25% or the prime rate.
Under certain events, the Company's borrowing costs could have
increased to a maximum of LIBOR plus 3.25% or prime plus 2%. The
interest payable on LIBOR rates was payable at the end of the
selected duration but not less frequently than every three months
and on prime rates was payable at the end of each calendar quarter.
The weighted average interest rate under this agreement at September
30, 1997 was 7.46%. The Company was required to maintain a minimum
of $1.0 million in cash, cash equivalents, or cash available under
this facility.
(b) The $25.0 million amortizing term loan, which was to mature on June
30, 2003, reduced in ten equal quarterly payments of $625,000,
beginning December 31, 2000 with a final payment of $18.75 million
due June 30, 2003. The Company had the option to pay interest at a
rate of LIBOR plus 3.25% or prime plus 2%. The interest payment was
due in the same manner as described in (A)(1)(a) above. The interest
rate under this agreement at September 30, 1997 was 8.91%.
(2) The Company's term and revolving credit facilities were refinanced on
February 13, 1998, under a new bank credit agreement (the "New Credit
Agreement") with Key Corporate Capital Inc., as administrative agent. The
New Credit Agreement provides for a $300.0 million Senior Secured Revolving
Credit Facility (the "New Bank Facility"). See Note 12, Subsequent Events,
for further discussion.
The New Bank Facility is secured by (i) a pledge of the Company's 99%
interest in ECI License Company, LP ("ECI"), (ii) a security interest in
substantially all of the assets of ECI, (iii) a pledge of 100% of the
outstanding stock of the Company; provided, however, that this pledge will
be released if the
F-16
<PAGE> 103
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Company restructures by forming subsidiaries to hold the station assets and
licenses (in such a restructuring, the Company will pledge the stock of all
such subsidiaries which will become Guarantors, and ECI will be dissolved,
further, upon such restructuring and pledge of stock, the pledges under (i)
and (ii) above will be terminated and released), (iv) a security interest in
all major tangible and intangible personal property assets of the Company
and any future subsidiaries as well as a negative pledge on all real
property, and (v) an assignment of all major leases, rights, etc. as
appropriate.
The availability under the reducing revolving credit agreement, which
matures on February 13, 2006, reduces on a quarterly basis beginning June
30, 2000 in amounts which vary from $3.75 million to $15.0 million. The
Company has the option under this agreement to elect to pay interest at a
rate equal to LIBOR (in increments with durations of 1, 2, 3 or 6 months)
plus .50% or the prime rate. Under certain events, the Company's borrowing
costs can increase to a maximum of LIBOR plus 2.125% or prime plus .875%.
The interest payable on LIBOR rates is payable at the end of the selected
duration but not less frequently than every three months and on prime rates
is payable at the end of each calendar quarter. The weighted average
interest rates under this agreement at September 30, 1998 was 7.53%. The
Company also pays a commitment fee of 0.375% per annum on the average unused
balance of the New Bank Facility.
(B) The Company has entered into several interest rate transactions as hedges
against the variable rate debt discussed in 6(A) above:
(1) In June 1987, the Company entered into an interest rate agreement or
"swap" for a notional amount of $6.0 million which concluded in June
1996. The Company paid a fixed rate of 9.55% on the notional amount to
a bank and the bank paid to the Company a variable rate equal to
three-month LIBOR as determined from time to time on a quarterly basis
through June 30, 1996. The net amount the Company paid under this
agreement was $175,000 for the year ended September 30, 1996 and has
been accounted for as interest expense.
(2) In May 1995, the Company entered into an interest rate swap agreement
for a notional amount of $20.0 million through May 16, 2000. Under this
agreement, the Company pays a fixed rate of 6.77% on the notional
amount to a bank and the bank pays to the Company a variable rate equal
to three-month LIBOR as determined from time to time on a quarterly
basis through May 16, 2000. The variable rate was 5.5%, 5.7% and 5.7%
at September 30, 1996, 1997 and 1998, respectively. The net amount the
Company paid under this agreement was $240,000, $235,000 and $211,000
for the years ended September 30, 1996, 1997 and 1998, respectively.
These amounts have been accounted for as interest expense.
(3) In July 1996, the Company entered into a convertible rate cap
transaction in the amount of $25.0 million to hedge a portion of its
variable rate debt. Pursuant to this transaction, the bank elected,
effective October 29, 1998, to convert the transaction to a swap for a
notional amount of $25.0 million in which the Company pays a fixed rate
of 5.89% on the notional amount to the bank and the bank pays to the
Company a variable rate equal to three-month LIBOR through July 29,
2003. No amounts were paid relating to this transaction during the
years ended September 30, 1996, 1997 and 1998.
(4) In August 1996, the Company simultaneously entered into a rate cap
transaction and a swap option transaction in the amount of $25.0
million to hedge a portion of its variable rate debt. Under the rate
cap transaction, which expires August 8, 2000, the Company's base LIBOR
rate cannot exceed 7.5% at the time of any quarterly reset date. Under
the swap option transaction, the bank may make an election prior to
August 8, 2000 to enter into a swap in which the Company pays a fixed
rate of 6.05% on the notional amount to a bank and the bank pays to the
Company a variable rate equal to three-month LIBOR. If the bank
exercises its election, then the swap will terminate on August 8,
F-17
<PAGE> 104
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
2002. Any election by the bank will not terminate the rate cap
transaction described above. No amounts were paid related to these
transactions during the years ended September 30, 1996, 1997 and 1998.
(5) On January 6, 1998, the Company entered into an interest rate swap
agreement with a bank in the amount of $15.0 million to hedge a portion
of its variable rate debt. Under the swap transaction, which expires
January 10, 2005, unless terminated by the bank by January 6, 2003, the
Company pays a fixed rate of 5.61% on the notional amount to the bank
and the bank pays to the Company a variable rate equal to three month
LIBOR as determined from time to time on a quarterly basis through the
end of the transaction period. The variable rate was 5.7% as of
September 30, 1998. The net amount paid to the Company under this
agreement was $9,000 for the year ended September 30, 1998.
(6) On January 6, 1998, the Company entered into an interest rate swap
agreement with a bank in the amount of $14.0 million to hedge a portion
of its variable rate debt. Under the swap transaction, which expires
January 10, 2005, the Company pays a fixed rate of 5.86% on the
notional amount to the bank and the bank pays to the Company a variable
rate equal to three months LIBOR as determined from time to time on a
quarterly basis through the end of the transaction period. The variable
rate was 5.7% as of September 30, 1998. The net amount paid by the
Company under this agreement was $17,000 for the year ended September
30, 1998.
(7) On February 26, 1998, the Company entered into an interest rate swap
agreement with a bank in the amount of $30.0 million to hedge a portion
of its variable rate debt. Under the swap transaction, which expires
February 27, 2008, unless terminated by the bank on February 28, 2005,
the Company pays a fixed rate of 5.77% on the notional amount to the
bank and the bank pays to the Company a variable rate equal to three
month LIBOR as determined from time to time on a quarterly basis
through the end of the transaction period. The variable rate was 5.7%
as of September 30, 1998. The net amount paid by the Company under this
agreement was $16,000 for the year ended September 30, 1998.
(C) Aggregate principal maturities on Senior debt are as follows (amounts in
thousands):
<TABLE>
<S> <C>
Fiscal years ending September 30:
1999.......................................... $ 10
2000.......................................... 10
2001.......................................... 10
2002.......................................... 43,510
2003.......................................... 35,010
Thereafter.................................... 175,234
--------
Total...................................... $253,784
========
</TABLE>
The extraordinary charges for 1996 and 1998 are the result of the
write-offs ($539,000 and $2,376,000 respectively, net of tax benefits) of
unamortized finance charges resulting from the early extinguishment of
long-term debt.
(D) On May 21, 1996, the Company entered into a convertible subordinated note
purchase agreement with an investment partnership in the principal amount of
$25.0 million. Interest on the note accrues at the rate of 7% per annum.
Such interest compounds annually and is deferred and payable with principal
in one installment on May 21, 2003. The payment due date can be deferred by
one year under certain circumstances. The obligations of the Company under
the note are subordinate to the obligations of the notes payable to the
banks as noted in (A)(2) above.
F-18
<PAGE> 105
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The convertible subordinated note is convertible by the holder under certain
events and circumstances such as a public offering of the Company's capital
stock, a change of control of the Company, a sale of substantially all of
the Company's assets, a merger or consolidation into a publicly traded
company or the Company's ceasing to be an S Corporation. In the event of
conversion, the holders would receive shares of the common stock of the
Company representing an ownership interest of approximately 15% of the
Company prior to such event in lieu of all outstanding principal and
interest. Under certain events and circumstances, the holder of the note has
the option to put ("Put Option") the convertible subordinated note to the
Company and receive, at the option of the Company, either cash or a new note
("Put Note"). The Put Option is exercisable on or after May 21, 2001. The
amount of cash or principal of the Put Note will equal the fair market value
of the shares of common stock into which the convertible subordinated note
is convertible. The Put Note would accrue interest at prime plus 2% and
would be due May 21, 2004.
In the event that the note is not converted or put to the Company by May 21,
2003, then the Company can redeem the convertible subordinated note by
either paying cash or issuing a new note (Redemption Note). The amount of
cash or principal of the Redemption Note will equal the original principal
amount of the convertible subordinated note ($25.0 million) plus interest
accrued through the Date of Redemption at an interest rate of 7% per annum.
The Redemption Note would also accrue interest at 7% per annum and would be
due on May 21, 2004.
Due to the existence of the Put Option described above, the Company accounts
for this instrument as indexed debt. Accordingly, the Company's balance
sheets as of September 30, 1997 and 1998 and statements of income for the
years then ended reflect an "adjustment to reflect indexing of the
convertible subordinated note." No adjustment was required for fiscal 1996.
The adjustment to reflect indexing of the convertible subordinated note has
been determined by reference to the difference between the estimated market
value of the shares of Common Stock into which the note is convertible
pursuant to the terms of the Put Option and the sum of the principal
outstanding of $25.0 million plus interest accrued at 7% per annum. Such
estimated market value is calculated using comparable publicly held radio
broadcast companies' multiples of broadcast cash flow.
The holder of the convertible subordinated note has stated that in
connection with the initial public offering of the Company's Common Stock,
it will exercise its conversion option. Up to the date of the conversion,
the Company may recognize further adjustments to the indexing of the
convertible subordinated note. Upon conversion, the amount of the liability
recorded will convert to equity and there will be no further obligation by
the Company.
7. FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value of the Company's financial instruments, which
consist of cash and cash equivalents, accounts receivable, station acquisition
deposits, income tax deposit, accounts payable, accrued liabilities, debt and
interest rate instruments, have been determined by the Company using available
market information and appropriate valuation methodologies. At September 30,
1997 and 1998, the fair value of cash and cash equivalents, accounts receivable,
station acquisition deposits, income tax deposit, accounts payable, accrued
liabilities and debt approximate their carrying value. At September 30, 1997 and
1998, respectively,
F-19
<PAGE> 106
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
unrealized losses on interest rate hedges described under Note 6(B) (2), (3),
(4), (5), (6) and (7) are as follows (amounts in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------
1997 1998
----- -------
<S> <C> <C>
6(B)(2)................................. $(351) $ (652)
(3)................................ (212) (1,057)
(4)................................ (103) (1,069)
(5)................................ (525)
(6)................................ (705)
(7)................................ (1,793)
</TABLE>
8. MINORITY INTEREST
On December 2, 1992, in connection with a financing transaction, the
Company created a wholly owned subsidiary, ECI Investors Corporation
("Investors"), with a capital of $50,000. Upon creation, the Company immediately
distributed the stock of Investors to the Company's shareholders. On December
23, 1992, the Company formed a limited partnership, ECI License Company, LP
("Partnership") with Investors. The Company is the sole general partner of the
Partnership. The Company contributed its Federal Communications Commission (FCC)
licenses and authorizations to the Partnership in exchange for a 99% interest in
the Partnership, and Investors acquired its 1% interest in the Partnership for
cash.
On all subsequent occasions when the Company acquired FCC licenses and
authorizations it has contributed them to the Partnership for its 99% interest
and Investors has contributed its matching 1% interest. On each such occasion,
as well as on the dispositions of FCC licenses and authorizations, excluding
those FCC licenses and authorizations used to acquire new FCC licenses and
authorizations which qualify under IRC Section 1031, commonly known as "SWAPS,"
the book value of the Partnership has been adjusted to reflect such transaction.
The book value of the Partnership was approximately $114.2 million (net of
accumulated amortization of approximately $4.5 million) and $132.2 million (net
of accumulated amortization of approximately $7.3 million) at September 30, 1997
and 1998. The Company's 99% interest in the Partnership is pledged as collateral
for the debt described in Note 6A(2). The Company pays a licensing fee to the
Partnership in exchange for the right to utilize the Partnership's licenses and
authorizations in connection with the operation of the stations. As discussed in
Note 2, the financial impact of such transactions is substantially eliminated in
consolidation. The minority interest at September 30, 1997 and 1998 included in
the accompanying consolidated balance sheets represents the 1% interest of
Investors in the Partnership, net of two notes receivable by the Partnership
from Investors. These notes were in the amounts of approximately $875,000 and
$7,000 at September 30, 1997 and $839,000 plus various other notes which total
approximately $200,000 at September 30, 1998. These notes bear interest at rates
ranging from 6% to 8% per annum, and were issued to the Partnership by Investors
for Investors' share of the FCC licenses and authorizations acquired by the
Company during 1997 and 1998. These notes are due in ten equal annual
installments, plus accrued interest.
9. COMMITMENTS AND CONTINGENCIES
Acquisitions
The Company entered into a preliminary agreement on February 6, 1996 for
the Company to acquire the assets of radio station KWOD-FM, Sacramento,
California, from Royce International Broadcasting Corporation subject to
approval by the FCC for a purchase price of $25.0 million. Notwithstanding
efforts by the Company to pursue this transaction, the seller has been
nonresponsive. Accordingly, the Company cannot determine if and when the
transaction might occur.
F-20
<PAGE> 107
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
On August 13, 1998, the Company entered into three agreements with CBS
Radio, Inc. pursuant to which it will (i) purchase WRKO-AM and WEEI-AM in Boston
for $82.0 million in cash (the "First Boston Transaction"), (ii) sell WLLD-FM
and WYUU-FM in Tampa for $75.0 million in cash (the "Tampa Transaction") and
(iii) purchase WAAF-AM and WEGQ-FM in Boston and WWTM-AM in Worchester for $58.0
million (the "Second Boston Transaction"). The assets that will be sold in the
Tampa Transaction have been segregated on the Consolidated Balance Sheet as
assets held for sale. These assets consist of $2.8 million in property and
equipment, net of accumulated depreciation, and $2.5 million in radio
broadcasting licenses and other intangibles, net of accumulated amortization.
Other
The Company's employment agreement with its Chairman and Chief Executive
Officer renews automatically each calendar year unless terminated by either
party in accordance with the contract. Under the terms of the agreement,
compensation is calculated annually by utilizing the gross national product
implicit price deflator issued by the Bureau of Economic Analysis to determine
the equivalent of 1993 base compensation of $500,000. Total compensation for the
years ended September 30, 1996, 1997 and 1998 was approximately $540,000,
$554,000, and $567,000, respectively.
Rental expense is incurred principally for office and broadcasting
facilities. Rental expense during the years ended September 30, 1996, 1997 and
1998 was approximately $1.2 million, $2.2 million and 2.8 million, respectively.
The Company also has various contracts for sports programming and on-air
personalities with terms ranging from one to five years.
The aggregate minimum annual commitments as of September 30, 1998 for
operating leases, sports programming and on-air personalities are as follows:
<TABLE>
<CAPTION>
OPERATING SPORTS ON-AIR
LEASES PROGRAMMING PERSONALITIES
--------- ----------- -------------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Fiscal years ending September 30:
1999..................................... $ 3,160 $16,625 $ 5,880
2000..................................... 3,066 18,110 3,690
2001..................................... 2,893 8,802 1,420
2002..................................... 2,964 6,718 713
2003..................................... 2,458 181
Thereafter............................... 11,138
------- ------- -------
$25,679 $50,255 $11,884
======= ======= =======
</TABLE>
The Company is subject to various outstanding claims which arose in the
ordinary course of business and to other legal proceedings. In the opinion of
management, any liability of the Company which may arise out of or with respect
to these matters will not materially affect the financial position, results of
operations or cash flows of the Company.
10. SHAREHOLDERS' EQUITY
During 1997, the Company retired treasury stock consisting of 1,931,400
shares of Class A common stock.
For the fiscal years ended September 30, 1996, 1997 and 1998, the Company
paid total dividends of $2.0, $2.8, and $3.1 million, respectively. These
amounts include special dividends paid to the Company's
F-21
<PAGE> 108
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
shareholders to compensate them for federal and state income tax obligations
attributable to pass-through taxable income generated by the Company.
On June 24, 1998, the Board of Directors and the shareholders of the
Company approved the Company's amended and restated Articles of Incorporation to
provide for, among other things, an increase in the aggregate number of shares
which the Company has authority to issue to 350,000,000 shares, par value $.01
per share, consisting of the following: (i) 200,000,000 shares of Class A Common
Stock; (ii) 75,000,000 shares of Class B Common Stock; (iii) 50,000,000 shares
of Class C Common Stock; and (iv) 25,000,000 shares of Preferred Stock. Such
change will occur just prior to the effective date of the Company's initial
public offering.
11. EMPLOYEE SAVINGS AND BENEFIT PLANS
The Company sponsors a 401(k) savings plan which includes a provision under
which the Company contributes 50% of the amount of any eligible employee's
contribution to the plan up to a maximum employer contribution of 3% of an
employee's compensation. The maximum eligible employee contribution under the
plan was $9,500, $9,500 and $10,000 for the plan years ended December 31, 1996,
1997 and 1998. The Company may at its discretion suspend future matching
contributions. The Company contributed approximately $232,000, $485,000, and
$588,000, under the 401(k) plan for the years ended September 30, 1996, 1997,
and 1998, respectively.
On June 24, 1998, the Company adopted an Equity Compensation Plan (the
"Compensation Plan"). The Compensation Plan will allow officers (including those
also serving as directors) and other employees, non-employee directors and key
advisors or consultants, selected by a Committee of the Board of Directors, to
receive incentive stock options, nonqualified stock options, restricted stock
and stock appreciation rights in the Common Stock of the Company. Assuming the
new Articles of Incorporation are effected, there will be 5,000,000 shares of
Common Stock reserved for issuance under the Compensation Plan. On December 29,
1998, the Board of Directors granted 12,822 in shares of restricted stock and
968,027 in options of which 650,070 options have an exercise price equal to the
initial public offering price per share and 317,957 have an exercise price of
80% of the initial public offering price, contingent upon the successful
completion of the Offering and assuming an initial public offering price of
$19.50 per share. The actual number of shares may vary depending on the actual
initial public offering share price.
On June 24, 1998, the Company adopted an Employee Stock Purchase Plan (the
"Purchase Plan"). The Purchase Plan will allow the participants to purchase
shares of the Company's Common Stock at a purchase price equal to 85% of the
Market Value of such shares on the Purchase Date. Assuming the new Articles of
Incorporation are effected, there will be 1,850,000 shares of Common Stock
reserved for issuance under the Purchase Plan. No awards have been issued under
this plan.
12. SUBSEQUENT EVENTS
(A) On October 8, 1998, the Company amended their New Credit Agreement with Key
Corporation Capital Inc. to increase their Senior Secured Revolving Credit
Facility to $350.0 million. Availability under this credit agreement reduces
on a quarterly basis beginning June 30, 2000 in amounts which vary from $4.4
million to $17.5 million.
(B) In July 1996, the Company entered into a convertible rate cap transaction in
the amount of $25.0 million to hedge a portion of its variable rate debt.
Pursuant to this transaction, the bank elected, effective October 29, 1998,
to convert the transaction to a swap for a notional amount of $25.0 million
in which the Company pays a fixed rate of 5.89% on the notional amount to
the bank and the bank pays to the Company a variable rate equal to the
three-month LIBOR through July 29, 2003.
F-22
<PAGE> 109
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(C) On December 9, 1998, the Company entered into an agreement to acquire
WREN-AM, a radio station serving Kansas City, Kansas, from Mortenson
Broadcasting Company of Canton, LLC for the sum of $2.8 million.
(D) On December 11, 1998, the Company acquired the assets of WRKO-AM and
WEEI-AM, serving the Boston radio market, from CBS for $82.0 million (the
"First Boston Transaction"). The Company incurred transaction costs of
$284,023 related to this acquisition. Broadcasting licenses and other
intangibles in the amount of $77.8 million will be recorded in connection
with this transaction.
(E) On December 14, 1998, the Company acquired the assets of KSLM-AM, serving
the Salem, Oregon radio market, from Willamette Broadcasting Co. for
$605,000. The Company incurred transaction costs of $13,812 related to this
acquisition. Broadcasting licenses and other intangibles in the amount of
$506,100 will be recorded in connection with this transaction.
(F) The Company is required to maintain a $4.9 million letter of credit, which
increases to $5.0 million on May 15, 2000 in connection with contracts
assumed in the First Boston Transaction. The contracts expire on November
15, 2000.
(G) On December 22, 1998, the Company sold the assets of WLLD-FM and WYNU-FM,
serving the Tampa, Florida radio market to CBS for $75.0 million.
(H) In December 1998, the Board approved the purchase of the 1% minority
interest in ECI License Company, L.P. for an amount of $3.4 million.
(I) In December 1998, the Company invested $1.0 million by purchasing 200,000
shares at $5.00 per share in USA Digital Radio, Inc. The Company's
investment represents a minority share in a privately held company formed to
develop in-band on channel digital radio for AM and FM broadcast stations.
13. CHANGES IN CAPITALIZATION
In connection with the adoption of the Company's amended and restated
Articles of Incorporation (See Note 10) and the initial public offering of its
Class A Common Stock, the Company declared a 185 for 1 stock split payable to
shareholders at the time the Amended and Restated Articles of Incorporation
become effective. The accompanying consolidated financial statements give effect
to these transactions as if they had occurred on October 1, 1995.
14. RESTATEMENT
Subsequent to the issuance of the Company's fiscal 1998 consolidated
financial statements, the Company determined that its fiscal 1997 and 1998
consolidated financial statements should be restated to reflect the 7%
convertible subordinated note (see Note 6(D)) as an indexed debt instrument and
to record the change in the put option value as a charge to operations.
F-23
<PAGE> 110
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The effect of this item on the accompanying consolidated financial
statements is summarized as follows:
<TABLE>
<CAPTION>
STATEMENTS OF INCOME
--------------------
1997 1998
PREVIOUSLY 1997 PREVIOUSLY 1998
REPORTED AS RESTATED REPORTED AS RESTATED
---------- ----------- ---------- -----------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C>
Adjustment to reflect indexing of convertible
subordinated note................................ $ 29,070 $ 8,841
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY
ITEMS............................................ $ 206,329 177,259 $ 18,733 9,892
NET INCOME......................................... 205,840 176,770 15,904 7,063
PRO FORMA DATA (UNAUDITED).........................
PRO FORMA NET INCOME DATA:
Income before income taxes and extraordinary
items......................................... 206,329 177,259 18,733 9,892
PRO FORMA NET INCOME............................... 127,924 98,854 10,126 1,285
PRO FORMA EARNINGS PER SHARE (Note 1):
Basic:
Pro forma earnings before extraordinary
items....................................... 5.94 4.59 0.46 0.12
Pro forma earnings per share.................. 5.94 4.59 0.40 0.06
Diluted:
Pro forma earnings before extraordinary
items....................................... 5.05 4.59 0.46 0.12
Pro forma earnings per share.................. 5.05 4.59 0.40 0.06
BALANCE SHEET
- --------------------------------------------------------------------------------------------------------
Cumulative adjustment to reflect indexing of
convertible subordinated note.................... 29,070 37,911
Total convertible subordinated note................ 27,427 56,497 29,352 67,263
Total shareholders' equity......................... 208,089 179,019 220,881 182,970
</TABLE>
F-24
<PAGE> 111
INDEPENDENT AUDITORS' REPORT
Entercom Communications Corp.:
We have audited the accompanying combined statements of operations and of cash
flows of KMBZ-AM, KLTH-FM, KCMO-AM/FM, KIRO-AM/FM, KNWX-AM, and KING-FM ("the
Stations") for the years ended December 31, 1994, 1995, and 1996. These combined
financial statements are the responsibility of the Stations' management. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the combined financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such combined financial statements present fairly, in all
material respects, the results of operations and cash flows of the Stations for
the years ended December 31, 1994, 1995, and 1996 in conformity with generally
accepted accounting principles.
The accompanying combined financial statements have been prepared from the
separate records maintained by the Stations and may not be indicative of the
conditions that would have existed or the results of operations had the Stations
been operated as an unaffiliated company. As discussed in Note 1, certain
corporate overhead expenses represent allocations made by the Stations' parent.
DELOITTE & TOUCHE LLP
Salt Lake City, Utah
June 10, 1998
F-25
<PAGE> 112
KMBZ-AM, KLTH-FM, KCMO-AM/FM, KIRO-AM/FM, KNWX-AM, AND KING-FM
COMBINED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995, AND 1996 AND
FOR THE THREE MONTHS ENDED MARCH 27, 1996 AND 1997 (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 27,
--------------------------------------- -----------------------
1994 1995 1996 1996 1997
----------- ----------- ----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
GROSS REVENUE..................... $33,030,947 $35,313,323 $39,508,602 $6,882,991 $4,804,521
AGENCY AND REPRESENTATIVE
COMMISSIONS AND REVENUE SHARING
FEES............................ 5,854,857 6,863,145 7,847,095 1,519,908 1,090,028
----------- ----------- ----------- ---------- ----------
NET REVENUES...................... 27,176,090 28,450,178 31,661,507 5,363,083 3,714,493
OPERATING EXPENSES................ 11,827,214 15,046,401 16,666,152 2,120,720 1,246,577
SELLING AND PROMOTIONAL
EXPENSES........................ 7,381,684 9,121,858 9,395,272 2,139,418 1,469,538
GENERAL AND ADMINISTRATIVE
EXPENSES........................ 5,011,439 4,603,611 4,986,714 1,349,394 872,442
ALLOCATED CORPORATE EXPENSES...... 355,553 458,364 452,288 86,414 58,657
DEPRECIATION AND AMORTIZATION..... 1,291,220 1,517,720 1,421,065 405,676 338,826
----------- ----------- ----------- ---------- ----------
OPERATING INCOME (LOSS)........... 1,308,980 (2,297,776) (1,259,984) (738,539) (271,547)
OTHER EXPENSE:
Interest expense................ (72,566) (28,223)
Other -- net.................... (19,781) (41,309) (139,216)
----------- ----------- ----------- ---------- ----------
INCOME (LOSS) BEFORE INCOME
TAXES........................... 1,216,633 (2,367,308) (1,399,200) (738,539) (271,547)
INCOME TAX (EXPENSE) BENEFIT...... (456,000) 888,000 525,000 277,000 102,000
----------- ----------- ----------- ---------- ----------
NET INCOME (LOSS)................. $ 760,633 $(1,479,308) $ (874,200) $ (461,539) $ (169,547)
=========== =========== =========== ========== ==========
</TABLE>
See notes to combined statements of operations and of cash flows.
F-26
<PAGE> 113
KMBZ-AM, KLTH-FM, KCMO-AM/FM, KIRO-AM/FM, KNWX-AM, AND KING-FM
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995, AND 1996 AND
FOR THE THREE MONTHS ENDED MARCH 27, 1996 AND 1997 (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 27,
--------------------------------------- -------------------------
1994 1995 1996 1996 1997
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...................... $ 760,633 $(1,479,308) $ (874,200) $ (461,539) $ (169,547)
Adjustments to reconcile net income
(loss) to cash provided by (used in)
operating activities:
Depreciation and amortization....... 1,291,220 1,517,720 1,421,065 405,676 338,826
Loss (gain) on disposal of property
and equipment..................... 2,750 (32,549) 114,134 675 (3,545)
Changes in operating assets and
liabilities:
Receivables....................... (1,172,491) (1,741,557) (1,440) 2,258,629 1,977,565
Prepaid expenses and other current
assets......................... 196,719 (498,815) 213,850 (249,871) 366,198
Other assets...................... (67,730) 62,741 (12,619) (4,185) 5,490
Accounts payable.................. (331,108) 227,182 (416,504) 331,145 (304,234)
Accrued expenses.................. (19,759) (357,472) (405,954) 58,362 399,655
Due to parent -- current.......... 394,680 (3,974,049) 202,305 (1,908,945) (1,317,870)
----------- ----------- ----------- ----------- -----------
Net cash provided by (used in)
operating activities......... 1,054,914 (6,276,107) 240,637 429,947 1,292,538
----------- ----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment..... (951,151) (3,227,605) (3,637,864) (1,145,450) (546,944)
Proceeds from sale of property and
equipment........................... 8,024 390,439 25,294 17,647
----------- ----------- ----------- ----------- -----------
Net cash (used in) investing
activities................... (943,127) (2,837,166) (3,612,570) (1,127,803) (546,944)
----------- ----------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES --
Net interdivisional transfers from (to)
parent.............................. 71,514 9,408,614 3,030,472 (86,398) (1,123,328)
----------- ----------- ----------- ----------- -----------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS............................ 183,301 295,341 (341,461) (784,254) (377,734)
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD................................. 504,233 687,534 982,875 982,875 641,414
----------- ----------- ----------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF
PERIOD................................. $ 687,534 $ 982,875 $ 641,414 $ 198,621 $ 263,680
=========== =========== =========== =========== ===========
</TABLE>
See notes to combined statements of operations and of cash flows.
F-27
<PAGE> 114
KMBZ-AM, KLTH-FM, KCMO-AM/FM, KIRO-AM/FM, KNWX-AM, AND KING-FM
NOTES TO COMBINED STATEMENTS OF OPERATIONS AND OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995, AND 1996
(INFORMATION PERTAINING TO THE THREE MONTHS ENDED
MARCH 27, 1996 AND 1997 IS UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business -- The radio stations, KMBZ-AM, KLTH-FM, and KCMO-AM/FM are
broadcast in the Kansas City, Missouri area. The radio stations KIRO-AM/FM,
KNWX-AM, and KING-FM are broadcast in the Seattle, Washington area. Through
March 27, 1997, KMBZ-AM, KLTH-FM, KCMO-AM/FM, KIRO-AM/FM, KNWX-AM, and KING-FM
(the Stations) were operated by Bonneville International Corporation (BIC) with
the FCC broadcasting licenses for all Stations except KING-FM being owned by
Bonneville Holding Company (BHC), an affiliate of BIC, and the operating assets
for all Stations except KING-FM being owned by BIC.
BIC marketed and sold advertising for KING-FM under a Joint Sales Agreement
(the "KING Agreement") whereby BIC, through its wholly-owned subsidiary, KIRO,
Inc., acted as the exclusive sales agent for KING-FM. Under the KING Agreement,
BIC was required to pay to the Licensee an advertising revenue sharing fee equal
to the greater of 70% of net sales or an annual fixed dollar amount that varied
for each ratings share level. In addition, the KING Agreement required BIC to
pay costs of selling advertising time other than agency fees while the Licensee
paid for costs of operating the station. The accompanying statements of
operations include both the gross advertising revenues of KIRO-FM and the
advertising revenue sharing fees paid by BIC under the KING Agreement.
On March 27, 1997, BIC and BHC entered into an agreement (the "Exchange
Agreement") with Entercom Communications Corp., formerly Entertainment
Communications, Inc. ("Entercom"), whereby BIC and BHC agreed to transfer title
to the net assets and related FCC licenses of the Stations and BIC's sales agent
claim under the KING Agreement to Entercom in exchange for Entercom transferring
title to the assets and related FCC license of a radio station located in
Houston, Texas to BIC and BHC, respectively. In addition to the assets
exchanged, BIC received an additional $5.0 million in cash from Entercom under
the Exchange Agreement. For income tax purposes, the exchange was structured as
a "like-kind exchange" through a Qualified Intermediary under the provisions of
Section 1031 of the Internal Revenue Code. The parties to the Exchange Agreement
operated each other's stations under a time brokerage agreement ("TBA") for the
period March 1, 1997 through March 27, 1997, the closing date.
The accompanying statement of operations for the period January 1, 1997
through March 27, 1997 does not include the revenues or expenses of the Stations
during the TBA period, March 1, 1997 through March 27, 1997. However, the
accompanying statement of operations for the period January 1, 1997 through
March 27, 1997 does include as revenue, TBA fees received from Entercom in the
amount of $104,000, and as expense, TBA fees paid to Entercom in the amount of
$71,000.
Basis of Accounting -- The combined statements of operations and net assets
and of cash flows include the historical accounts and transactions of the
Stations, as operated by BIC, including the FCC licenses owned by BHC.
Historically, BIC did not charge the Stations for certain corporate overhead
expenses; however, for purposes of the accompanying statements of operations,
such expenses have been charged as described below. All inter-station
transactions have been eliminated in combination.
Use of Estimates in Preparing Financial Statements -- The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
F-28
<PAGE> 115
KMBZ-AM, KLTH-FM, KCMO-AM/FM, KIRO-AM/FM, KNWX-AM, AND KING-FM
NOTES TO COMBINED STATEMENTS OF OPERATIONS AND OF CASH FLOWS -- (CONTINUED)
Transactions with BIC -- The Stations are charged for certain corporate
services received from BIC based upon the percentage of revenue of each station
to total revenue of all stations operated by BIC. Although management is of the
opinion that the allocations used are reasonable and appropriate, other
allocations might be used that could produce results substantially different
from those reflected herein and these cost allocations might not be indicative
of amounts which might be paid to unrelated parties for similar services. The
following BIC corporate departmental expenses have been charged to the Stations'
accompanying statements of operations:
<TABLE>
<CAPTION>
THREE MONTHS
YEARS ENDED ENDED MARCH 27
-------------------------------- ------------------
1994 1995 1996 1996 1997
-------- -------- -------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Management............................ $110,588 $137,140 $115,079 $29,805 $19,072
Finance............................... 72,503 97,982 99,146 18,425 12,993
Information systems................... 57,327 85,556 66,436 11,453 8,551
Human resources....................... 71,928 84,571 113,088 16,532 11,488
Engineering........................... 19,034 24,871 27,160 4,532 3,822
Legal................................. 24,173 28,244 31,379 5,667 2,731
-------- -------- -------- ------- -------
Total....................... $355,553 $458,364 $452,288 $86,414 $58,657
======== ======== ======== ======= =======
</TABLE>
Revenue Recognition -- Revenues (including agency and representative
commissions and revenue sharing fees) are recognized when advertisements are
broadcast. Included in revenue are nonmonetary transactions arising from the
trading of advertising time for merchandise and services. These transactions are
recorded as the advertising is broadcast at the fair market value of the
merchandise and services received. Advertising time exchanged for merchandise
and services amounted to approximately $1,253,000, $1,975,000, and $1,619,000 in
1994, 1995, and 1996 and $134,000 and $20,000 for the three months ended March
27, 1996 and 1997, respectively.
Depreciation and Amortization -- Depreciation and amortization are computed
using the straight-line method, based on historical costs, over estimated useful
lives, as follows:
<TABLE>
<CAPTION>
ESTIMATED
LIVES (YEARS)
-------------
<S> <C>
Buildings.............................................. 8 - 40
Furniture and fixtures................................. 5 - 8
Equipment.............................................. 3 - 15
Leasehold improvements................................. Life of lease
</TABLE>
Intangible Assets -- Intangible assets (primarily the FCC licenses owned by
BHC) acquired prior to November 1, 1970 are not being amortized because
management believes there has been no decline in their values nor evidence of
limited lives. Amortization expense related to intangible assets acquired
subsequent to October 31, 1970 (effective date of the adoption by the Accounting
Principles Board of principles relating to the accounting for intangible assets)
has been included in the accompanying statements of operations. The intangible
assets are being amortized over various periods not exceeding forty years.
Income Taxes -- Through March 27, 1997, the results of the Stations'
operations are included in consolidated Federal, Utah, and Kansas income tax
returns filed by the parent corporation of BIC, Deseret Management Corporation
("DMC"). The Stations' portion of the income tax provision (benefit) is
allocated at a Federal and state computed statutory rate of 37.5%. The Stations'
Federal and Kansas income taxes are generally paid to, or refunded from, DMC.
F-29
<PAGE> 116
KMBZ-AM, KLTH-FM, KCMO-AM/FM, KIRO-AM/FM, KNWX-AM, AND KING-FM
NOTES TO COMBINED STATEMENTS OF OPERATIONS AND OF CASH FLOWS -- (CONTINUED)
Concentration of Credit Risk -- The Stations extend credit to customers on
an unsecured basis in the normal course of business. The customers are generally
located in the greater Seattle, Washington and Kansas City, Missouri areas, and
no individual industry or industry segment is significant to the Stations'
customer base. The Stations have policies governing the extension of credit and
collection of amounts due from customers.
Statements of Cash Flows -- For purposes of the statements of cash flows,
the Stations consider all highly liquid, short-term investments purchased with
remaining maturities of three months or less to be cash equivalents.
Interim Results (Unaudited) -- In the opinion of management, the
accompanying unaudited interim financial statements for the periods January 1 to
March 27, 1996 and 1997 (referred to as the three months ended March 27, 1996
and 1997) have been prepared on the same basis as the audited financial
statements and include all adjustments, consisting of only normal recurring
adjustments, necessary for a fair presentation of operating results and cash
flows for such periods.
2. EMPLOYEE BENEFIT PLANS
Defined Benefit Plan -- Through March 27, 1997, the Stations participated
in a defined benefit plan of BIC which covered all employees who worked at least
1,000 hours in a year, had one year or more of service, and were at least 21
years of age. The plan was sponsored by BIC. Retirement benefits were based on
years of service and an average of the employee's highest five years of
compensation during the last ten years of employment. BIC's policy is to fund
the maximum amounts required by the Employee Retirement Income Security Act of
1974. Contributions were intended to provide not only for benefits attributed
for service to date but also for those expected to be earned in the future. The
Stations have included in the accompanying statements of operations, pension
expense (benefit) under this plan of approximately $113,000, $(42,000), and
$21,000 for the years ended December 31, 1994, 1995, and 1996, respectively, and
$5,000 and $(21,000) for the three months ended March 27, 1996 and 1997,
respectively.
Thrift Plan -- The Stations also participated in a Section 401(k) defined
contribution plan (the Thrift Plan) of BIC in which employees age 21 or older
could participate. Under provisions of the Thrift Plan, participants could
contribute up to 17% of their pre-tax compensation to either a savings option
(based on after tax earnings) or a deferred option (based on pre-tax earnings),
subject to the "excess contribution" limitations defined in the Internal Revenue
Code. For each participating employee, the Stations provided a matching
contribution of up to 3% of a participant's annual salary. The Stations'
contributions to the Thrift Plan were approximately $372,000, $295,000, and
$263,000 in 1994, 1995, and 1996, respectively, and $66,000 and $55,000 for the
three months ended March 27, 1996 and 1997, respectively. The plan was sponsored
by BIC.
Postretirement Benefits Other Than Pensions -- BIC provided a
postretirement monetary benefit other than pensions. It consisted of a fixed
monthly dollar contribution toward the purchase of medical, dental, and life
insurance for substantially all of its retired employees. In 1993, BIC began
advance funding for postretirement life benefits for employees retiring on or
after January 1, 1994. Advance funding for medical benefits commenced in 1994.
Medical benefits for employees who retired before January 1, 1994 continue to be
funded on a pay-as-you-go basis. The Stations have included in the accompanying
statements of operations, expense under this plan of approximately $32,000,
$48,000, and $34,000 for the years ended December 31, 1994, 1995, and 1996,
respectively, and $9,000 and $19,000 for the three months ended March 27, 1996
and 1997, respectively.
F-30
<PAGE> 117
KMBZ-AM, KLTH-FM, KCMO-AM/FM, KIRO-AM/FM, KNWX-AM, AND KING-FM
NOTES TO COMBINED STATEMENTS OF OPERATIONS AND OF CASH FLOWS -- (CONTINUED)
3. COMMITMENTS AND CONTINGENCIES
Leases -- The Stations lease office and studio space under operating leases
expiring in 2010 and lease antennas under operating leases expiring in 2002.
Rental expense pursuant to the terms of these operating leases was approximately
$354,000, $232,000, and $492,000 for the years ended December 31, 1994, 1995,
and 1996 and $208,000 and $89,000 for the three months ended March 27, 1996 and
1997.
At December 31, 1996, future minimum rental payments required under these
leases are as follows:
<TABLE>
<S> <C>
1997..................................................... $ 509,012
1998..................................................... 498,956
1999..................................................... 502,508
2000..................................................... 433,030
2001..................................................... 459,019
Thereafter............................................... 4,190,178
----------
Total.......................................... $6,592,703
==========
</TABLE>
Contingencies -- The Stations are involved in litigation regarding
transactions conducted in the ordinary course of business and are defending
their positions. The final outcome of litigation is not presently determinable;
however, in the opinion of management, the effects, if any, will not be material
to the net assets or the results of operations and cash flows derived from such
net assets.
F-31
<PAGE> 118
INDEPENDENT AUDITORS' REPORT
Entercom Communications Corp.:
We have audited the accompanying combined statements of operations and cash
flows of the Sacramento Station Group consisting of stations KSEG-FM and KRXQ-FM
(the "Stations") for the period January 1, 1996 to September 18, 1996 (the
"Predecessor") and for the period September 19, 1996 to December 31, 1996 (the
"Company"). These financial statements are the responsibility of the Station's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the combined financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such combined financial statements present fairly, in all
material respects, the results of operations and cash flows of the Predecessor
for the period January 1, 1996 to September 18, 1996 and of the Company for the
period September 19, 1996 to December 31, 1996 in conformity with generally
accepted accounting principles.
The accompanying combined financial statements have been prepared from the
separate records maintained by the Predecessor and the Company and may not be
indicative of the results of operations and cash flows had the Stations been
operated as an unaffiliated company and, as discussed in Note 3, certain
expenses represent allocations made from the Stations' parent.
DELOITTE & TOUCHE LLP
Cincinnati, Ohio
May 21, 1998
F-32
<PAGE> 119
SACRAMENTO STATION GROUP
COMBINED STATEMENTS OF OPERATIONS
FOR THE PERIODS JANUARY 1, 1996 TO SEPTEMBER 18, 1996 AND SEPTEMBER 19, 1996 TO
DECEMBER 31, 1996 AND THE FIVE MONTHS ENDED MAY 31, 1996 AND 1997
<TABLE>
<CAPTION>
PERIOD JANUARY 1, PERIOD FIVE MONTHS
1996 TO SEPTEMBER 19, ENDED MAY 31,
SEPTEMBER 18, 1996 TO --------------------------
1996 DECEMBER 31, 1996
(PREDECESSOR) 1996 (PREDECESSOR) 1997
----------------- ------------- ------------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
NET REVENUES.......................... $5,189,461 $1,944,529 $2,638,700
---------- ----------
OPERATING EXPENSES:
Operating expenses, excluding
depreciation and amortization.... 3,765,749 1,572,153 2,052,346
Depreciation and amortization....... 1,136,300 361,936 629,481 $ 580,527
Corporate and general expenses...... 202,000 78,000 112,000 112,000
---------- ---------- ---------- ---------
Total operating expenses.... 5,104,049 2,012,089 2,793,827 692,527
---------- ---------- ---------- ---------
OPERATING INCOME (LOSS)............... 85,412 (67,560) (155,127) (692,527)
OTHER INCOME (EXPENSE) -- Net......... (27,341) 35,361 (27,341) 586,000
---------- ---------- ---------- ---------
INCOME (LOSS) BEFORE INCOME TAXES..... 58,071 (32,199) (182,468) (106,527)
---------- ---------- ---------- ---------
PROVISION FOR INCOME TAXES............ 287,000 75,000 74,000 104,000
---------- ---------- ---------- ---------
NET LOSS.............................. $ (228,929) $ (107,199) $ (256,468) $(210,527)
========== ========== ========== =========
</TABLE>
See notes to financial statements.
F-33
<PAGE> 120
SACRAMENTO STATION GROUP
COMBINED STATEMENTS OF CASH FLOWS
FOR THE PERIODS JANUARY 1, 1996 TO SEPTEMBER 18, 1996 AND SEPTEMBER 19, 1996 TO
DECEMBER 31, 1996 AND THE FIVE MONTHS ENDED MAY 31, 1996 AND 1997
<TABLE>
<CAPTION>
PERIOD JANUARY 1, PERIOD FIVE MONTHS
1996 TO SEPTEMBER 19, ENDED MAY 31,
SEPTEMBER 18, 1996 TO ---------------------------
1996 DECEMBER 31, 1996
(PREDECESSOR) 1996 (PREDECESSOR) 1997
----------------- ------------- ------------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss................................. $ (228,929) $(107,199) $(256,468) $ (210,527)
Adjustments to reconcile net loss to cash
provided by operating activities:
Depreciation and amortization......... 1,136,300 361,936 629,481 580,527
Loss on disposal of property and
equipment........................... 32,341 32,341
Change in assets and liabilities:
Accounts receivable................. (245,215) (56,840) 68,087 1,755,043
Prepaid expenses and other assets... 11,698 138,711 (22,673) 31,768
Accounts payable and accrued
expenses......................... (13,569) (264,917) (224,392) (119,146)
---------- --------- --------- -----------
Cash provided by operating
activities..................... 692,626 71,691 226,376 2,037,665
---------- --------- --------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES -- Purchase of property and
equipment................................ (298,383) (17,348) (239,717) --
---------- --------- --------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES -- Change in due to Parent.... (336,450) (186,679) (57,374) (2,122,203)
---------- --------- --------- -----------
INCREASE (DECREASE) IN CASH................ 57,793 (132,336) (70,715) (84,538)
CASH, BEGINNING OF PERIOD.................. 159,081 216,874 159,081 84,538
---------- --------- --------- -----------
CASH, END OF PERIOD........................ $ 216,874 $ 84,538 $ 88,366 $ --
========== ========= ========= ===========
</TABLE>
See notes to financial statements.
F-34
<PAGE> 121
SACRAMENTO STATION GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
(INFORMATION PERTAINING TO THE FIVE-MONTH PERIODS ENDED
MAY 31, 1996 AND 1997 IS UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business -- The Sacramento Station Group consists of radio stations KSEG-FM
and KRXQ-FM (the "Stations") which broadcast in the Sacramento, California area.
The stations were an operating unit of Jacor Communication, Inc. (the "Parent")
during the period September 19, 1996 through June 4, 1997. During the period
January 1, 1996 to September 18, 1996 ("Predecessor Period"), the Stations were
owned and operated by Citicasters, Inc. ("Predecessor Parent").
Basis of Presentation -- The accompanying combined statements of operations
and cash flows have been prepared from the separate records of the Stations and
may not be indicative of the results of operations and cash flows had the
Stations been operated as an unaffiliated entity. The accompanying combined
statements of operations and cash flows for the period from January 1, 1996 to
September 18, 1996 represent the results of direct revenues and expenses and
cash flows generated from the historical basis of assets and liabilities of the
Predecessor Parent. On September 18, 1996, Citicasters, Inc. was acquired by
Jacor Communications, Inc. and in accordance with the purchase method of
accounting the assets and liabilities of the Stations were adjusted to fair
value on the date of the acquisition. Accordingly, the combined statements of
operations and cash flows for the period from September 19, 1996 to December 31,
1996 represent the results of revenues and expenses and cash flows generated
from the revalued assets and liabilities. A vertical black line is shown in the
accompanying combined financial statements to separate the post acquisition
operations from those prior September 19, 1996 since they have not been prepared
on a comparable basis.
Effective January 1997, the Parent entered into a time brokerage agreement
with Entercom Communications Corp. ("Entercom"), formerly Entertainment
Communications, Inc. whereby Entercom operated the Stations and remitted to the
Parent a monthly rental fee totaling approximately $586,000 through June 4,
1997. The time brokerage agreement expired on June 4, 1997 at which time the
Parent sold substantially all of the tangible and intangible assets of the
Stations to Entercom for approximately $45,000,000. The Parent retained the
ownership of the FCC broadcast license for Stations throughout the contract
period of the time brokerage agreement.
Revenue Recognition -- Revenues are recognized when advertisements are
broadcast.
Property and Equipment -- Building, property and equipment are recorded at
cost and depreciation is provided using the straight-line method over estimated
useful lives ranging from 3 to 25 years. Leasehold improvements are depreciated
over the term of the lease.
Intangible Assets -- Intangible assets consisting primarily of goodwill,
FCC licenses and call letters acquired in connection with the acquisition of the
Stations are being amortized over their respective estimated useful lives
(ranging from 19 to 40 years during the period January 1, 1996 to September 18,
1996 and 40 years effective September 19, 1996 and thereafter) using the
straight-line method.
Income Taxes -- The results of operations of the Stations are included in
the consolidated tax returns of the Predecessor Parent and the Parent during
their respective periods of ownership. The Predecessor Parent and the Parent did
not historically allocate taxes to the Stations. However, for purposes of the
accompanying financial statements, a provision for income taxes has been made in
accordance with Statement of Financial Accounting Standards (SFAS) No. 109,
Accounting for Income Taxes, as if the stations filed separate returns. The
effective income tax rate for the periods September 19, 1996 to December 31,
1996 and January 1, 1996 to September 18, 1996 varies from the statutory rate of
35% due to non-deductible amortization.
Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
F-35
<PAGE> 122
SACRAMENTO STATION GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Interim Financial Statements (Unaudited) -- In the opinion of management,
the accompanying unaudited interim combined financial statements for the five
months ended May 31, have been prepared on the same basis as the audited
combined financial statements and include all adjustments, consisting of only
normal recurring adjustments, necessary for a fair presentation of the operating
results and cash flows for such periods. Results of operations for an interim
period are not necessarily indicative of results to be expected for a full year.
2. EMPLOYEE BENEFIT PLAN
The Stations participate in a retirement savings plan (the "Plan") that is
sponsored by the Parent. The Stations' expense for the Plan was approximately
$15,000 for the period September 19, 1996 to December 31, 1996.
A similar plan was sponsored by the Predecessor Parent for which the
Stations expensed approximately $45,000 for the period January 1, 1996 to
September 18, 1996.
3. RELATED-PARTY TRANSACTIONS
Corporate and general expenses consists of corporate overhead costs
including treasury, tax, legal, data processing, risk management and other
administrative services not specifically related to any specific stations.
Management is of the opinion that the allocations used are reasonable and
appropriate.
4. LEASES
The Stations lease office and studio space under operating leases. Total
rent expense was approximately $59,000 for the period September 19, 1996 to
December 31, 1996 and approximately $177,000 for the period January 1, 1996 to
September 18, 1996. Future minimum rental commitments for noncancellable leases
are as follows: 1997, $242,000; 1998, $245,000; 1999, $245,000; 2000, $143,000;
2001, $109,000; thereafter, $290,000.
F-36
<PAGE> 123
INDEPENDENT AUDITORS' REPORT
Entercom Communications Corp.:
We have audited the accompanying combined statements of income and cash flows of
KBSG, Inc. and KNDD, Inc., (wholly owned subsidiaries of Viacom Inc. (the
"Parent"), which businesses were acquired on August 1, 1996 by Entercom
Communications Corp., formerly Entertainment Communications, Inc.) (the
"Companies") for the year ended December 31, 1995. These combined financial
statements are the responsibility of the Companies' management. Our
responsibility is to express an opinion on these combined financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the combined financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the combined results of operations and combined cash flows of the
Companies for the year ended December 31, 1995 in conformity with generally
accepted accounting principles.
The accompanying combined financial statements have been prepared from the
separate records maintained by the Companies and may not necessarily be
indicative of the conditions that would have existed or the results of
operations if the Companies had been operated as unaffiliated companies. As
described in Note 3, portions of certain expenses represent allocations made
from the Companies' Parent.
DELOITTE & TOUCHE LLP
Seattle, Washington
May 29, 1998
F-37
<PAGE> 124
KBSG, INC. AND KNDD, INC.
COMBINED STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31, 1995, AND SEVEN-MONTH
PERIODS ENDED JULY 31, 1995 AND 1996 (UNAUDITED)
<TABLE>
<CAPTION>
YEAR ENDED SEVEN MONTHS ENDED JULY 31,
DECEMBER 31, ---------------------------
1995 1995 1996
------------ ----------- ------------
(UNAUDITED)
<S> <C> <C> <C>
NET REVENUES:
Unaffiliated customers............................. $18,744,926 $8,682,084 $ 9,093,436
Related party...................................... 743,602 431,844 1,028,412
----------- ---------- -----------
19,488,528 9,113,928 10,121,848
OPERATING EXPENSES:
Operating expenses, excluding depreciation and
amortization and corporate, general, and
administrative expenses......................... 10,938,095 4,595,159 4,821,993
Depreciation and amortization...................... 1,532,665 889,813 902,825
Provision for doubtful accounts.................... 163,379 107,827 27,735
General and administrative......................... 1,505,255 976,678 578,459
----------- ---------- -----------
Total operating expenses................... 14,139,394 6,569,477 6,331,012
----------- ---------- -----------
Operating income........................... 5,349,134 2,544,451 3,790,836
OTHER INCOME......................................... 343,164 173,129 181,781
INTEREST EXPENSE, related party...................... (1,365,000) (796,250) (630,287)
----------- ---------- -----------
Income before income taxes................. 4,327,298 1,921,330 3,342,330
INCOME TAXES......................................... 1,745,960 813,482 1,296,621
----------- ---------- -----------
NET INCOME........................................... $ 2,581,338 $1,107,848 $ 2,045,709
=========== ========== ===========
</TABLE>
See notes to combined financial statements.
F-38
<PAGE> 125
KBSG, INC. AND KNDD, INC.
STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1995, AND SEVEN-MONTH
PERIODS ENDED JULY 31, 1995 AND 1996 (UNAUDITED)
<TABLE>
<CAPTION>
YEAR ENDED SEVEN MONTHS ENDED JULY 31,
DECEMBER 31, ---------------------------
1995 1995 1996
------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income............................................ $ 2,581,338 $ 1,107,848 $ 2,045,709
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization...................... 1,532,665 889,813 902,825
Loss (gain) on sale of property and equipment...... 7,655 (3,219)
Cash provided (used) by changes in operating assets
and liabilities:
Accounts receivable.............................. (117,162) 303,582 (14,244)
Prepaid expenses and other assets................ 11,651 10,436 34,222
Accounts payable and accrued expenses............ 284,600 (258,713) 185,407
----------- ----------- -----------
Net cash provided by operating activities..... 4,300,747 2,052,966 3,150,700
----------- ----------- -----------
INVESTING ACTIVITIES:
Purchase of property and equipment.................... (225,615) (158,778) (92,076)
Proceeds from sale of property and equipment.......... 14,711 12,366 8,255
----------- ----------- -----------
Net cash used by investing activities................. (210,904) (146,412) (83,821)
----------- ----------- -----------
FINANCING ACTIVITIES:
Net Change in due from Parent......................... (4,116,170) (1,932,962) (3,073,980)
----------- ----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS............... (26,327) (26,408) (7,101)
CASH AND CASH EQUIVALENTS:
Beginning of period................................... 51,760 51,760 25,433
----------- ----------- -----------
End of period......................................... $ 25,433 $ 25,352 $ 18,332
=========== =========== ===========
</TABLE>
See notes to combined financial statements.
F-39
<PAGE> 126
KBSG, INC. AND KNDD, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1995, AND SEVEN-MONTH
PERIODS ENDED JULY 31, 1995 AND 1996 (UNAUDITED)
NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION: KBSG, Inc. and KNDD,
Inc. (the "Companies") own and operate radio stations KBSG-AM and -FM, and
KNDD-FM, respectively (the "Stations"), which broadcast in the greater Seattle,
Washington area. The Companies are wholly owned subsidiaries of Viacom Inc. (the
"Parent"). Effective August 1, 1996, the Stations were acquired by Entercom
Communications Corp., formerly Entertainment Communications, Inc. Accordingly,
the accompanying statements of income and cash flows include the accounts of the
Companies on a combined basis for 1995, and the unaudited interim seven-month
periods ended July 31, 1995 and 1996. Intercompany transactions are eliminated
in combination.
UNAUDITED INTERIM FINANCIAL INFORMATION: The accompanying unaudited
interim statements of income and cash flows for the seven-month periods ended
July 31, 1995 and 1996 are unaudited. In the opinion of management, such
unaudited interim financial statements have been prepared on a basis
substantially consistent with the audited financial statements and include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the statements of income and cash flows for those periods.
REVENUE RECOGNITION: Revenues consist primarily of sales of advertising
time and are recognized when advertisements are broadcast. Revenues from the
Stations' exchange of advertising time for goods or services (barter revenue)
are recognized based on the estimated value of advertising time provided, which
approximates the estimated fair value of the items received or to be received.
The value assigned to the goods and services received is charged to expense when
used. Barter revenue was approximately $1,035,800 for 1995.
DEPRECIATION AND AMORTIZATION: Depreciation of property and equipment is
provided using the straight-line method over their estimated useful lives
ranging from three to 20 years. Amortization of intangible assets, consisting
primarily of FCC licenses and goodwill is provided using the straight-line
method over 30 years.
ADVERTISING EXPENSES: Advertising costs are expensed as incurred and
totalled approximately $1,426,187 for 1995.
INCOME TAXES: The Companies are included in the consolidated federal
income tax return of the Parent. Income taxes have not historically been
allocated to the Companies. However, for purposes of the accompanying financial
statements, a provision for income taxes has been made in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting for
Income Taxes, as if the Companies filed separate tax returns. Information
regarding deferred income taxes is not available. The effective income tax rate
for the year ended December 31, 1995, varies from the statutory income tax rate
of 34% due to nondeductible amortization.
STATEMENTS OF CASH FLOWS: For purposes of the statements of cash flow, the
Companies consider highly liquid, short-term investments purchased with
remaining maturities of 90 days or less to be cash equivalents. Interest on
Parent debt and income taxes are deemed paid when accrued and credited to
amounts due from Parent. Actual payments to creditors and tax authorities are
made by the Parent. Also see Note 3.
PROVISION FOR DOUBTFUL ACCOUNTS: The Companies extend credit to customers
on an unsecured basis in the normal course of business. The customers are
generally located in the greater Seattle, Washington area, and no individual
industry or industry segment is significant to the Company's customer base. The
Companies record a provision for doubtful accounts based on their estimate of
uncollectible accounts receivable. Bad debt write-offs, net of recoveries, were
$193,000 for the year ended December 31, 1995.
F-40
<PAGE> 127
KBSG, INC. AND KNDD, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
USE OF ESTIMATES: Preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
NOTE 2: COMMITMENTS
The Companies lease office space under operating leases expiring from 1998
to 2004. Rental expenses pursuant to the terms of these operating leases were
$295,670 for the year ended December 31, 1995.
At December 31, 1995, future minimum rental payments required under these
leases are as follows:
<TABLE>
<S> <C>
1996..................................................... $ 790,548
1997..................................................... 790,548
1998..................................................... 372,548
1999..................................................... 268,482
2000..................................................... 148,848
Thereafter............................................... 58,404
----------
$2,429,378
==========
</TABLE>
NOTE 3: RELATED PARTY TRANSACTIONS
In the ordinary course of business, the Companies enter into transactions
with the Parent which are recorded through a due-from-Parent account. Such
transactions for the year ended December 31, 1995, consist primarily of:
<TABLE>
<S> <C>
Barter revenue.............................................. $ 744,000
Income tax expense payable to Parent........................ 1,746,000
Interest expense on Parent company debt at 9.75%............ 1,365,000
Corporate overhead charges.................................. 806,000
</TABLE>
The corporate overhead charge allocated to the seven month period ended
July 31, 1995 was approximately $470,000. There was no corporate overhead charge
for the seven month period ended July 31, 1996 (unaudited).
Other transactions include immaterial amounts related to employee benefits,
insurance, and other items. Although management is of the opinion that the
allocations used are reasonable, other allocations might be used that could
produce results substantially different from those reflected herein, and these
allocations might not be indicative of amounts which might be incurred with
unrelated parties.
The Companies' cash and financing requirements are managed on a centralized
basis by the Parent. Accordingly, the Companies' available cash is deposited in,
and cash requirements are transferred from, corporate accounts on a regular
basis. Such transactions are recorded through the due-from-Parent account.
The due-from-Parent account is noninterest bearing and has no specified
repayment date, which may not be indicative of arrangements that could be made
with unrelated parties. Arrangements with unrelated parties could produce
results substantially different from these reflected herein.
In June 1996, Parent Company debt of $14,000,000 was retired through
adjustment to the Parent company account.
F-41
<PAGE> 128
KBSG, INC. AND KNDD, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 4: EMPLOYEE BENEFIT PLANS
The Companies participate in a pension and other employee benefit plans
offered by the Parent covering substantially all employees. The Companies'
expenses related to the plans were not significant for the year ended December
31, 1995.
NOTE 5: RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Subsequent to December 31, 1995, SFAS No. 121, Accounting for the
Impairment of Long-lived Assets and for Long-lived Assets to be Disposed Of,
became effective. SFAS No. 121 requires the Companies to analyze their
long-lived assets, such as fixed assets, identifiable intangibles, and goodwill,
for impairment when events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable. Adoption of this standard
is not expected to have a material effect on the financial statements.
Other subsequently issued pronouncements, such as SFAS No. 123, Stock-based
Compensation, SFAS No. 128, Earnings per Share, SFAS No. 130, Segment
Information, SFAS No. 131, Reporting Comprehensive Income, Statement of Position
(SOP) 98-1, Reporting the Costs of Computer Software Developed or Obtained for
Internal Use, SOP 98-5, Reporting the Costs of Start-up Activities, either do
not apply to the Companies or their adoption is not expected to have a material
effect on the financial statements.
F-42
<PAGE> 129
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of
Entertainment Communications, Inc. and Subsidiaries:
We have audited the accompanying combined balance sheet of the Portland, Oregon
and Rochester, New York Radio Groups of Heritage Media Services,
Inc. -- Broadcasting Segment (the Company) as of December 31, 1997, and the
related combined statements of operations, stockholders' equity and cash flows
of the Portland, Oregon and Rochester, New York Radio Groups of Heritage Media
Services, Inc. -- Broadcasting Segment (the Predecessor) for the eight months
ended August 31, 1997 and of the Company for the four months ended December 31,
1997. These financial statements are the responsibility of the Company's and the
Predecessor's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 1997, and the results of operations and cash flows of the
Predecessor for the eight months ended August 31, 1997, and of the Company for
the four months ended December 31, 1997, in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN LLP
Baltimore, Maryland,
May 29, 1998
F-43
<PAGE> 130
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
COMBINED BALANCE SHEET
AS OF DECEMBER 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
1997
--------
<S> <C>
ASSETS
CURRENT ASSETS:
Cash...................................................... $ 594
Accounts receivable, net of allowance for doubtful
accounts of $166....................................... 3,474
Prepaid expenses and other current assets................. 41
Deferred barter costs..................................... 113
Deferred tax asset........................................ 64
--------
Total current assets.............................. 4,286
PROPERTY, PLANT AND EQUIPMENT, net.......................... 4,497
DUE FROM AFFILIATE.......................................... 1,719
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net................ 116,171
--------
Total Assets...................................... $126,673
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 520
Deferred revenue.......................................... 11
Deferred barter revenue................................... 108
--------
Total current liabilities......................... 639
DEFERRED TAX LIABILITY...................................... 98
OTHER LONG-TERM LIABILITIES................................. 292
--------
Total Liabilities................................. 1,029
--------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value, 10,000 shares authorized
and 10,000 shares issued and outstanding............... 10
Additional paid-in capital................................ 127,035
Accumulated deficit....................................... (1,401)
--------
Total Stockholders' Equity........................ 125,644
--------
Total Liabilities and Stockholders' Equity........ $126,673
========
</TABLE>
The accompanying notes are an integral part of this combined balance sheet.
F-44
<PAGE> 131
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
PREDECESSOR COMPANY
------------ ------------
EIGHT MONTHS FOUR MONTHS
ENDED ENDED
AUGUST 31, DECEMBER 31,
1997 1997
------------ ------------
<S> <C> <C>
NET REVENUES:
Station broadcasting revenues, net of agency commissions
of $1,060 and $1,845, respectively..................... $10,449 $ 5,635
Revenues realized from station barter arrangements........ 847 464
------- -------
Total net revenues................................ 11,296 6,099
------- -------
OPERATING EXPENSES:
Programming and production................................ 4,024 2,059
Selling, general and administrative....................... 1,618 830
Corporate overhead allocation............................. 814 478
Expenses realized from station barter arrangements........ 922 411
Depreciation of property and equipment.................... 395 251
Amortization of acquired intangible broadcasting assets
and other assets....................................... 775 2,623
------- -------
Total operating expenses.......................... 8,548 6,652
------- -------
Broadcast operating income (loss)................. 2,748 (553)
------- -------
OTHER INCOME (EXPENSE):
Interest expense.......................................... 651 265
Other expense, net........................................ -- 21
------- -------
Income (loss) before provision for income taxes... 2,097 (839)
PROVISION FOR INCOME TAXES.................................. 1,339 562
------- -------
Net income (loss)................................. $ 758 $(1,401)
======= =======
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-45
<PAGE> 132
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL RETAINED EARNINGS/
--------------- PAID-IN (ACCUMULATED STOCKHOLDER'S
SHARES AMOUNT CAPITAL DEFICIT) EQUITY
------ ------ ---------- ------------------ -------------
<S> <C> <C> <C> <C> <C>
PREDECESSOR:
BALANCE, January 1, 1997......... 10 $ 10 $ -- $ 7,041 $ 7,051
HMC noncash capital
contributions............... -- -- 1,209 -- 1,209
Net income.................... -- -- -- 758 758
Acquisition by News
Corporation................. -- -- 125,291 (7,799) 117,492
----- ------ -------- ------- --------
BALANCE, August 31, 1997......... 10 $ 10 $126,500 $ -- $126,510
===== ====== ======== ======= ========
COMPANY:
BALANCE, September 1, 1997....... 10 $ 10 $126,500 $ -- $126,510
News Corporation noncash
capital contributions....... -- -- 535 -- 535
Net loss...................... -- -- -- (1,401) (1,401)
----- ------ -------- ------- --------
BALANCE, December 31, 1997....... 10 $ 10 $127,035 $(1,401) $125,644
===== ====== ======== ======= ========
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-46
<PAGE> 133
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
PREDECESSOR COMPANY
------------ ------------
EIGHT MONTHS FOUR MONTHS
ENDED ENDED
AUGUST 31, DECEMBER 31,
1997 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... $ 758 $(1,401)
Adjustments to reconcile net income (loss) to net cash
flows from operating activities-
Depreciation of property and equipment................. 395 251
Amortization of acquired intangible broadcasting assets
and other assets...................................... 775 2,623
Changes in assets and liabilities, net of effects of
acquisitions-
(Increase) decrease in accounts receivable, net........ 121 (225)
Net effect of change in deferred barter revenue and
deferred barter
costs................................................ 76 (49)
Increase in prepaid expenses and other current
assets................................................ (15) (15)
Increase in deferred tax asset......................... (50) (15)
Increase (decrease) in accounts payable and accrued
expenses.............................................. (826) 150
Increase (decrease) in deferred revenue................ (75) 11
(Decrease) increase in deferred tax liability.......... 99 (1)
Decrease in other long-term liabilities................ (12) (25)
------- -------
Net cash flows from operating activities.......... 1,246 1,304
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment..................... (157) (11)
Acquisitions, net of cash acquired........................ (1,859) --
------- -------
Net cash flows from investing activities.......... (2,016) (11)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in due to affiliates............................. (512) --
Increase in due from affiliates........................... -- (1,719)
Capital contributions made by Parent...................... 1,209 535
------- -------
Net cash flows from financing activities.......... 697 (1,184)
------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ (73) 109
CASH, beginning of period................................... 558 485
------- -------
CASH, end of period......................................... $ 485 $ 594
======= =======
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest.................................... $ -- $ 21
======= =======
Cash paid for income taxes................................ $ 152 $ 29
======= =======
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-47
<PAGE> 134
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
Heritage Media Services, Inc. ("HMSI") operates in two
segments -- Marketing Services and Broadcasting. Heritage Media Corporation is
the parent company of HMSI, (collectively referred to hereafter as either "HMC"
or the "Parent"). The Broadcasting Segment was wholly-owned and operated by
HMSI, which was owned by HMC through August 31, 1997 (the "Predecessor"). In
July 1997, HMC entered into an asset sale agreement with Sinclair Broadcast
Group, Inc. ("SBG") whereby SBG would acquire 100% of the Broadcasting Segment
(which consisted of six television stations in three markets and 24 radio
stations in seven markets) for $630 million in cash. Effective September 1,
1997, The News Corporation Limited ("News Corporation") acquired all of the
license and nonlicense assets of HMC. Due to certain regulatory requirements,
News Corporation has established a trust to hold all of the license and
nonlicense assets of the Broadcasting Segment until the sale to SBG has closed.
The acquisition was accounted for under the purchase method of accounting
whereby the purchase price was allocated to property and programming assets and
acquired intangible broadcasting assets of $51.4 million and $578.6 million,
respectively.
During January 1998, Entertainment Communications, Inc. ("Entercom")
entered into an Asset Purchase Agreement with Tuscaloosa Broadcasting Inc.,
Sinclair Radio of Portland Licensee, Inc. and Sinclair Radio of Rochester
Licensee, Inc. (collectively referred to hereafter as "Sinclair") to acquire
KKSN-AM, KKSN-FM and KKRH-FM, all serving the Portland, Oregon radio market and
WBBF-AM, WBBF-FM, WKLX-FM and WQRV-FM, all serving the Rochester, New York radio
market for a purchase price of $126.5 million. Simultaneously with the above
agreement, Entercom entered into a Time Brokerage Agreement ("TBA") with
Sinclair whereby, effective March 1, 1998, Entercom programs these stations for
the period prior to consummation of the purchase agreement and Sinclair receives
a monthly TBA fee of $631,500. Closing on this transaction is expected in June
1998. The accompanying combined financial statements include the accounts of the
Portland, Oregon and Rochester, New York Radio Group, which are collectively
referred to hereafter as "the Company."
The accompanying December 31, 1997, balance sheet and related statements of
operations and cash flows for the four-month period ended December 31, 1997, are
presented on a new basis of accounting, reflecting the impact of the News
Corporation acquisition. The accompanying financial statements for the
eight-month period ended August 31, 1997, are presented as "Predecessor"
financial statements.
Disclosure of Certain Significant Risks and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Concentration of Credit Risk
The Company's revenues and accounts receivable relate primarily to the sale
of advertising within the radio stations' broadcast areas. Credit is extended
based on an evaluation of the customers' financial condition. Credit losses are
provided for in the financial statements.
In the opinion of management, credit risk with respect to trade receivables
is limited due to the large number of diversified customers and the geographic
diversification of the Company's customer base. The Company performs ongoing
credit evaluations of its customers and believes that adequate allowances for
any
F-48
<PAGE> 135
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
uncollectable trade receivables are maintained. At December 31, 1997, no
receivable from any customer exceeded 5% of stockholders' equity, and no
customer accounted for more than 10% of net revenues for the eight months ended
August 31, 1997 or for the four months ended December 31, 1997.
Acquired Intangible Broadcasting Assets
Acquired intangible broadcasting assets are being amortized over periods of
4 to 40 years. These amounts result from the acquisition of certain radio
station license and nonlicense assets by The News Corporation (see Note 1). The
Company monitors the individual financial performance of each of the stations
and continually evaluates the realizability of intangible and tangible assets
and the existence of any impairment to its recoverability based on the projected
undiscounted cash flows of the respective stations.
Intangible assets consist of the following as of December 31, 1997 (in
thousands):
<TABLE>
<CAPTION>
AMORTIZATION
PERIOD 1997
------------ --------
<S> <C> <C>
Goodwill.......................................... 40 years $1,897
FCC licenses...................................... 15-25 years 52,092
Other............................................. 4-25 years 65,172
--------
119,161
Less: Accumulated amortization.................... 2,626
--------
$116,535
========
</TABLE>
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is recorded on the straight-line basis over the estimated useful
lives of the assets. Property and equipment at December 31, 1997, are summarized
as follows (in thousands):
<TABLE>
<CAPTION>
USEFUL LIFE 1997
----------- ------
<S> <C> <C>
Land........................................................ -- $ 442
Broadcasting equipment...................................... 5-25 years 366
Buildings and improvements.................................. 12-30 years 3,684
Other equipment............................................. 4-8 years 256
------
4,748
Less: Accumulated depreciation.............................. 251
------
$4,497
======
</TABLE>
Barter Transactions
Certain program contracts provide for the exchange of advertising air time
in lieu of cash payments for the rights to such programming. These contracts are
recorded as the programs are aired at the estimated fair value of the
advertising air time given in exchange for the program rights. Network
programming is excluded from these calculations.
The Company broadcasts certain customers' advertising in exchange for
equipment, merchandise and services. The estimated fair value of the equipment,
merchandise or services received is recorded as deferred barter costs and the
corresponding obligation to broadcast advertising is recorded as deferred barter
revenues.
F-49
<PAGE> 136
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The deferred barter costs are expensed or capitalized as they are used, consumed
or received. Deferred barter revenues are recognized as the related advertising
is aired.
Revenues
Revenue from the sale of commercial broadcast time to advertisers is
recognized when the commercials are broadcast. Promotional fees are recognized
as services are rendered.
2. ACCRUED EXPENSES:
Accrued expenses consist of the following at December 31, 1997, (in
thousands):
<TABLE>
<CAPTION>
1997
----
<S> <C>
Commissions................................................. $193
Payroll and employee benefits............................... 137
Other....................................................... 187
----
$517
====
</TABLE>
3. DUE TO AFFILIATE:
The Predecessor had an arrangement with HMSI whereby HMSI would provide
certain management and other services to the Predecessor. The services provided
included consultation and direct management assistance with respect to
operations and strategic planning. The Predecessor was allocated approximately
$814,000 of corporate overhead expenses for these services for the eight months
ended August 31, 1997.
In order to fund acquisitions and provide operating funds, HMSI entered
into a Bank Credit Agreement. The debt used to finance acquisitions and fund
daily operations of the Predecessor was recorded by the Predecessor as due to
affiliate in the year ending December 31, 1996. HMSI allocated interest at a
rate of approximately 10.0%, which approximated the average rate paid on the
borrowings. Associated with the HMSI debt, the Predecessor was allocated
approximately $0.6 million of deferred financing costs in 1996. The deferred
financing costs were fully amortized in accordance with the acquisition by News
Corporation on September 1, 1997.
4. INCOME TAXES:
The Parent files a consolidated federal tax return and separate state tax
returns for each of its subsidiaries in certain filing jurisdictions. It is the
Parent's policy to pay the federal income tax provision of the Company. The
accompanying financial statements have been prepared in accordance with the
separate return method of FASB 109, whereby the allocation of the federal tax
provision due to the Parent is based on what the Company's current and deferred
federal tax provision would have been had the Company filed a federal income tax
return outside of its consolidated group. The Company is not required to
reimburse the Parent for its federal tax provision. Accordingly, this amount is
recorded as a capital contribution in the accompanying consolidated financial
statements. No federal deferred tax assets or liabilities are recorded because
those amounts are considered currently paid to or received by the Parent. The
federal and state tax provision was calculated based on pretax income, plus or
minus permanent book-to-tax differences, times the statutory tax rate of 40%.
The Company had no alternative minimum tax credit carryforwards as of December
31, 1997. The effective tax rate in the current year exceeds the statutory tax
rate of 40% due to the effects of nondeductible goodwill.
F-50
<PAGE> 137
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The provision for income taxes consists of the following (in thousands):
<TABLE>
<CAPTION>
PREDECESSOR COMPANY
------------ ------------
EIGHT MONTHS FOUR MONTHS
ENDED ENDED
AUGUST 31, DECEMBER 31,
1997 1997
------------ ------------
<S> <C> <C>
Current:
Federal.................................................. $1,267 $523
State.................................................... 81 33
------ ----
1,348 556
------ ----
Deferred:
Federal.................................................. -- --
State.................................................... (9) 6
------ ----
(9) 6
------ ----
Provision for income taxes................................. $1,339 $562
====== ====
</TABLE>
The following is a reconciliation of federal income taxes at the applicable
statutory rate to the recorded provision (in thousands):
<TABLE>
<CAPTION>
PREDECESSOR COMPANY
------------ ------------
EIGHT MONTHS FOUR MONTHS
ENDED ENDED
AUGUST 31, DECEMBER 31,
1997 1997
------------ ------------
<S> <C> <C>
Statutory federal income taxes............................. $ 703 $ (504)
Adjustments:
State income taxes, net of federal effect................ 82 (59)
Non-deductible goodwill amortization..................... 276 1,125
Other.................................................... 278 --
------ ------
Provision for income taxes................................. $1,339 $ 562
====== ======
</TABLE>
The following table summarizes the state tax effects of the significant
types of temporary differences between financial reporting basis and tax basis
which were generated during the years ended December 31, 1997 (in thousands):
<TABLE>
<CAPTION>
1997
----
<S> <C>
Deferred Tax Assets:
Bad debt reserve.......................................... $14
Accruals.................................................. 27
Other intangibles......................................... 23
---
$64
===
Deferred Tax Liability:
Depreciation.............................................. $98
===
</TABLE>
5. EMPLOYEE BENEFIT PLAN:
Company employees were covered by HMC's Retirement Savings Plan (the Plan)
through December 31, 1997, whereby participants contributed portions of their
annual compensation to the Plan and
F-51
<PAGE> 138
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
certain contributions were made at the discretion of the Company based on
criteria set forth in the Plan Agreement. Participants are generally 100% vested
in Company contributions after five years of employment with the Company.
Company expenses under the Plan were not material for the year ended December
31, 1997.
6. RELATED PARTY TRANSACTIONS:
The Company received certain advances from HMC during the eight months
ended August 31, 1997, which were evidenced by a subordination agreement. All
advances from HMC were repaid on August 31, 1997.
7. CONTINGENCIES AND OTHER COMMITMENTS:
Leases and Contracts
The Company and its subsidiaries lease certain real property and
transportation and other equipment under noncancellable operating leases
expiring at various dates through 2015. The Company also has long-term
contractual obligations with two major broadcast ratings firms that provide
monthly ratings services and guaranteed store contracts. Rent expense under
these leases for the eight months ended August 31, 1997, and for the four months
ended December 31, 1997, was approximately $210,000 and $105,000, respectively.
Future minimum payments under the leases are as follows (in thousands):
<TABLE>
<S> <C>
1998........................................................ $ 392
1999........................................................ 386
2000........................................................ 386
2001........................................................ 371
2002........................................................ 357
2003 and thereafter......................................... 814
------
$2,706
======
</TABLE>
Litigation
Lawsuits and claims are filed against the Company from time to time in the
ordinary course of business which are generally incidental to its business.
Management of the Company does not believe the resolution of such matters will
have a significant effect on its liquidity, financial position or results of
operations.
F-52
<PAGE> 139
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
COMBINED BALANCE SHEETS
AS OF DECEMBER 31, 1997 AND MARCH 31, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
PREDECESSOR COMPANY
DECEMBER 31, MARCH 31,
1997 1998
------------ --------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash...................................................... $ 594 $ --
Accounts receivable, net of allowance for doubtful
accounts of $166....................................... 3,474 --
Prepaid expenses and other current assets................. 41 --
Deferred barter costs..................................... 113 --
Deferred tax asset........................................ 64 --
-------- --------
Total current assets.............................. 4,286 --
PROPERTY, PLANT AND EQUIPMENT, net.......................... 4,497 5,152
DUE FROM AFFILIATE.......................................... 1,719 --
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net................ 116,171 116,934
-------- --------
Total Assets...................................... $126,673 $122,086
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 520 $ --
Deferred revenue.......................................... 11 --
Deferred barter revenue................................... 108 --
Due to parent............................................. -- 70
-------- --------
Total current liabilities......................... 639 70
DEFERRED TAX LIABILITY...................................... 98 --
OTHER LONG-TERM LIABILITIES................................. 292 --
-------- --------
Total Liabilities................................. 1,029 70
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value, 10,000 shares authorized
and 10,000 and 0 shares issued and outstanding......... 10 --
Additional paid-in capital................................ 127,035 122,827
Accumulated deficit....................................... (1,401) (811)
-------- --------
Total Stockholders' Equity........................ 125,644 122,016
-------- --------
Total Liabilities and Stockholders' Equity........ $126,673 $122,086
======== ========
</TABLE>
The accompanying notes are an integral part of these combined balance sheets.
F-53
<PAGE> 140
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
PREDECESSOR PREDECESSOR COMPANY
THREE MONTHS TWO MONTHS ONE MONTH
ENDED ENDED ENDED
MARCH 31, 1997 FEBRUARY 28, 1998 MARCH 31, 1998
-------------- ----------------- --------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
NET REVENUES:
Station broadcasting revenue, net of agency
commissions of $611 and $387, respectively.... $3,349 $ 2,169 $ --
Revenues realized from station barter
arrangements.................................. 249 187 --
Time brokerage agreement revenues............... -- -- 635
------ ------- -----
Total net revenues.................... 3,598 2,356 635
OPERATING EXPENSES:
Programming and production...................... 1,303 824 3
Selling, general and administrative............. 885 603 --
Expenses realized from station barter
arrangements.................................. 245 280 --
Depreciation of property and equipment.......... 147 126 78
Amortization of acquired intangible broadcasting
assets and other assets....................... 287 1,503 663
------ ------- -----
Total operating expenses.............. 2,867 3,336 744
------ ------- -----
Broadcast operating income (loss)..... 731 (980) (109)
------ ------- -----
OTHER EXPENSE:
Interest expense................................ 261 -- 702
------ ------- -----
Income (loss) before provision for
income taxes........................ 470 (980) (811)
PROVISION FOR INCOME TAXES...................... 52 40 --
------ ------- -----
Net income (loss)..................... $ 418 $(1,020) $(811)
====== ======= =====
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-54
<PAGE> 141
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
PREDECESSOR PREDECESSOR COMPANY
THREE MONTHS TWO MONTHS ONE MONTH
ENDED ENDED ENDED
MARCH 31, 1997 FEBRUARY 28, 1998 MARCH 31, 1998
-------------- ----------------- --------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................. $ 418 $(1,020) $(811)
Adjustments to reconcile net income (loss) to
net cash flows from operating activities-
Depreciation of property and equipment...... 147 126 78
Amortization of acquired intangible
broadcasting assets and other assets..... 287 1,503 663
Changes in certain assets and liabilities, net
of effects of acquisitions:
Decrease in accounts receivable, net........ 644 415 --
Net effect of change in deferred barter
revenue and deferred barter costs........ (6) 96 --
Increase in prepaid expenses and other
assets................................... (9) (3) --
(Decrease) increase in accounts payable and
accrued expenses......................... (535) 76 --
Decrease in deferred revenue................ (3) -- --
Decrease in other long-term liabilities..... (1) (70) --
------- ------- -----
Net cash flows from operating
activities........................ 942 1,123 (70)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment......... (82) (7) --
Acquisitions, net of cash acquired............ (1,894) -- --
------- ------- -----
Net cash flows from investing
activities........................ (1,976) (7) --
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in due to affiliates...... 995 (1,111) 70
------- ------- -----
Net cash flows from financing
activities........................ 995 (1,111) 70
------- ------- -----
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS................................. (39) 5 --
CASH, beginning of period..................... 558 594 --
------- ------- -----
CASH, end of period........................... $ 519 $ 599 $ --
======= ======= =====
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-55
<PAGE> 142
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
Heritage Media Services, Inc. ("HMSI") operates in two
segments -- Marketing Services and Broadcasting. Heritage Media Corporation is
the parent company of HMSI, (collectively referred to hereafter as either "HMC"
or the "Parent"). The Broadcasting Segment was wholly-owned and operated by
HMSI, which was owned by HMC through August 31, 1997 (the "Predecessor"). In
July 1997, HMC entered into an asset sale agreement with Sinclair Broadcast
Group, Inc. ("SBG") whereby SBG would acquire 100% of the Broadcasting Segment
(which consisted of six television stations in three markets and 24 radio
stations in seven markets) for $630 million in cash. Effective September 1,
1997, The News Corporation Limited ("News Corporation") acquired all of the
license and nonlicense assets of HMC. Due to certain regulatory requirements,
News Corporation established a trust to hold all of the license and nonlicense
assets of the Broadcasting Segment until the sale to SBG had closed. The
acquisition was accounted for under the purchase method of accounting whereby
the purchase price was allocated to property and programming assets and acquired
intangible broadcasting assets of $51.4 million and $578.6 million,
respectively.
During January 1998, Entertainment Communications, Inc. ("Entercom")
entered into an Asset Purchase Agreement with Tuscaloosa Broadcasting Inc.,
Sinclair Radio of Portland Licensee, Inc. and Sinclair Radio of Rochester
Licensee, Inc. (collectively referred to hereafter as "Sinclair") to acquire
KKSN-AM, KKSN-FM and KKRH-FM, all serving the Portland, Oregon radio market and
WBBF-AM, WBBF-FM, WKLX-FM and WQRV-FM, all serving the Rochester, New York radio
market for a purchase price of $126.5 million. Simultaneously with the above
agreement, Entercom entered into a Time Brokerage Agreement ("TBA") with
Sinclair whereby, effective March 1, 1998, Entercom programs these stations for
the period prior to consummation of the purchase agreement and Sinclair receives
a monthly TBA fee of $631,500. Effective March 1, 1998, SBG completed its
acquisition of the Portland, Oregon and Rochester, New York Radio Groups from
News Corporation. The acquisition was accounted for under the purchase method of
accounting whereby the purchase price was allocated to the assets to be sold. In
June 1998, Entercom closed its transaction with Sinclair. The accompanying
combined financial statements include the accounts of the Portland, Oregon and
Rochester, New York Radio Group, which are collectively referred to hereafter as
"the Company."
The accompanying March 31, 1998, balance sheet and the related statements
of operations and cash flows for the one-month period ended March 31, 1998, are
presented on a new basis of accounting, reflecting the impact of the acquisition
by SBG. The accompanying financial statements for the three months ended March
31, 1997, and the two months ended February 28, 1998, are presented as
"Predecessor" financial statements.
Interim Financial Statements
The combined financial statements for the period ended March 31, 1997, the
two months ended February 28, 1998, and the one month ended March 31, 1998, are
unaudited, but in the opinion of management, such financial statements have been
presented on the same basis as the audited combined financial statements and
include all adjustments, consisting only of normal recurring adjustments
necessary for a fair presentation of the financial position and results of
operations, and cash flows for these periods. The results of operations
presented in the accompanying financial statements are not necessarily
representative of operations for an entire year.
F-56
<PAGE> 143
INDEPENDENT AUDITORS' REPORT
Entercom Communications Corp.:
We have audited the accompanying combined balance sheet of the Boston Radio
Market of CBS Radio, Inc. (the "Boston Radio Market") (formerly American Radio
Systems Corporation ("ARS") prior to the sale of ARS to CBS on June 4, 1998),
which is comprised of radio properties owned by CBS Radio, Inc., a wholly owned
subsidiary of CBS Corporation ("CBS") as of December 31, 1997, and the related
combined statements of operations and equity and cash flows for the year ended
December 31, 1997. These financial statements are the responsibility of the
management of the Boston Radio Market. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the combined financial position of the Boston Radio Market as of
December 31, 1997, and the results of their combined operations and their
combined cash flows for the year then ended in conformity with generally
accepted accounting principles.
The accompanying combined financial statements have been prepared from the
separate accounting records maintained by the Boston Radio Market while owned by
ARS and may not be indicative of the conditions that would have existed or the
results of operations had the assets to be sold been operated as an unaffiliated
company. As discussed in Note 1, certain of the operating expenses represent
allocations made by ARS in the accompanying financial statements.
In August 1998, CBS Radio, Inc. entered into an agreement to sell the net
assets of the Boston Radio Market to Entercom Communications Corp. On December
11, 1998, CBS Radio Inc. sold the net assets of WRKO-AM and WEEI-AM, which
comprise a portion of the Boston Radio Market, to Entercom Communications Corp.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
September 18, 1998
(December 11, 1998 as to Note 7)
F-57
<PAGE> 144
THE BOSTON RADIO MARKET OF CBS RADIO, INC.
COMBINED BALANCE SHEETS
DECEMBER 31, 1997 AND SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
PREDECESSOR CURRENT
OWNER OWNER
------------ -------------
DECEMBER 31, SEPTEMBER 30,
1997 1998
------------ -------------
(UNAUDITED)
(NOTE 1)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Accounts and notes receivable (less allowances for
doubtful accounts of $2,140,000 in 1997 and $848,539
(unaudited) in 1998)................................... $ 8,246,194 $ 7,853,713
Prepaid expenses and other assets......................... 486,976 841,911
Deposits and other current assets -- related parties...... 6,695 --
----------- ------------
Total............................................. 8,739,865 8,695,624
----------- ------------
PROPERTY AND EQUIPMENT -- Net............................... 11,799,363 6,224,161
----------- ------------
OTHER ASSETS:
Intangible assets -- net.................................. 33,006,828 132,358,075
Other assets.............................................. 94,758 89,861
----------- ------------
Total............................................. 33,101,586 132,447,936
----------- ------------
TOTAL....................................................... $53,640,814 $147,367,721
=========== ============
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable.......................................... $ 994,252 $ 676,317
Accrued compensation...................................... 303,104 440,290
Accrued expenses.......................................... 794,867 2,915,381
Capitalized lease obligation.............................. 137,762 47,212
----------- ------------
Total............................................. 2,229,985 4,079,200
COMMITMENTS AND CONTINGENCIES (Note 6)
EQUITY...................................................... 51,410,829 143,288,521
----------- ------------
TOTAL....................................................... $53,640,814 $147,367,721
=========== ============
</TABLE>
See notes to combined financial statements.
F-58
<PAGE> 145
THE BOSTON RADIO MARKET OF CBS RADIO, INC.
COMBINED STATEMENTS OF OPERATIONS AND EQUITY
YEAR ENDED DECEMBER 31, 1997, NINE MONTHS ENDED SEPTEMBER 30, 1997,
FIVE MONTHS ENDED MAY 31, 1998, AND FOUR MONTHS ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
PREDECESSOR OWNER CURRENT OWNER
---------------------------------------------------- -------------------
YEAR ENDED NINE MONTHS FIVE MONTHS FOUR MONTHS
DECEMBER 31, ENDED SEPTEMBER 30, ENDED MAY 31, ENDED SEPTEMBER 30,
1997 1997 1998 1998
------------ ------------------- ------------- -------------------
(UNAUDITED)
(UNAUDITED) (UNAUDITED) (NOTE 1)
<S> <C> <C> <C> <C>
NET REVENUES................ $37,331,314 $28,764,056 $14,994,176 $ 12,103,681
----------- ----------- ----------- ------------
OPERATING EXPENSES:
Operating expenses,
excluding depreciation,
amortization, general
and administrative
expenses............... 27,747,140 21,205,835 12,205,334 9,823,762
Depreciation and
amortization........... 2,852,025 2,428,522 1,245,587 1,417,764
General and
administrative......... 5,092,850 3,828,835 2,630,801 1,428,257
----------- ----------- ----------- ------------
Total operating
expenses........ 35,692,015 27,463,192 16,081,722 12,669,783
----------- ----------- ----------- ------------
OPERATING INCOME (LOSS)
BEFORE INCOME TAXES....... 1,639,299 1,300,864 (1,087,546) (566,102)
INCOME TAX EXPENSE
(BENEFIT)................. 660,600 524,248 (438,300) (228,139)
----------- ----------- ----------- ------------
NET INCOME (LOSS)........... 978,699 776,616 (649,246) (337,963)
EQUITY, BEGINNING OF
PERIOD.................... 27,760,648 27,760,648 51,410,829 50,916,914
NET CONTRIBUTION............ 22,671,482 23,701,248 155,331 92,709,570
----------- ----------- ----------- ------------
EQUITY, ENDING THE PERIOD... $51,410,829 $52,238,512 $50,916,914 $143,288,521
=========== =========== =========== ============
</TABLE>
See notes to combined financial statements.
F-59
<PAGE> 146
THE BOSTON RADIO MARKET OF CBS RADIO, INC.
COMBINED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1997, NINE MONTHS ENDED SEPTEMBER 30, 1997,
FIVE MONTHS ENDED MAY 31, 1998, AND FOUR MONTHS ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
CURRENT
PREDECESSOR OWNER OWNER
-------------------------------------------- -------------
NINE MONTHS FIVE MONTHS FOUR MONTHS
YEAR ENDED ENDED ENDED ENDED
DECEMBER 31, SEPTEMBER 30, MAY 31, SEPTEMBER 30,
1997 1997 1998 1998
------------ ------------- ----------- -------------
(UNAUDITED)
(UNAUDITED) (UNAUDITED) (NOTE 1)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).................... $ 978,699 $ 776,616 $ (649,246) $ (337,963)
Reconciliation of net income to cash
provided by operating activities:
Depreciation and amortization..... 2,852,025 2,428,522 1,245,585 1,417,764
Loss on disposal of property and
equipment....................... 28,021 19,560 -- --
Change in assets and liabilities:
Accounts receivable............. 405,299 (605,537) (834,450) 1,226,961
Prepaid expenses................ (324,285) (410,999) (803,662) 448,727
Other assets.................... 709,979 703,850 7,480 4,112
Accounts payable and accrued
expenses..................... (975,450) (448,358) 1,627,167 222,047
Net cash provided by operating
activities (Note 1).................. $ 3,674,288 $ 2,463,654 $ 592,874 $ 2,981,648
----------- ----------- ----------- -----------
CASH FLOWS USED FOR INVESTING
ACTIVITIES:
Purchase of property and equipment... (1,396,694) (1,074,510) (365,543) (74,824)
Proceeds from sale of property....... 60,654 35,577 -- --
----------- ----------- ----------- -----------
Net cash used for investing
activities................. (1,336,040) (1,038,933) (365,543) (74,824)
----------- ----------- ----------- -----------
CASH FLOWS USED FOR FINANCING
ACTIVITIES:
Repayments of long-term debt......... (189,840) (155,639) (85,000) (72,865)
Net transfer to Owner................ (2,148,408) (1,269,082) (142,331) (2,833,959)
----------- ----------- ----------- -----------
Net cash used for financing
activities................. (2,338,248) (1,424,721) (227,331) (2,906,824)
----------- ----------- ----------- -----------
CASH, BEGINNING AND END OF PERIOD...... $ -- $ -- $ -- $ --
=========== =========== =========== ===========
</TABLE>
- ---------------
NONCASH ACTIVITIES:
In 1997, the Predecessor Owner acquired $24.8 million in assets,
principally intangible assets, which were financed by the Owners.
In 1997, the Predecessor Owner transferred assets to an affiliate of the
Stations totaling approximately $1 million.
In 1998, the Current Owner applied the CBS purchase price to increase
intangible assets by $98.3 million and decrease property and equipment by $5.6
million.
See notes to combined financial statements.
F-60
<PAGE> 147
THE BOSTON RADIO MARKET OF CBS RADIO, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1997, NINE MONTHS ENDED SEPTEMBER 30, 1997,
FIVE MONTHS ENDED MAY 31, 1998, AND FOUR MONTHS ENDED SEPTEMBER 30, 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business and Basis of Presentation -- The accompanying financial statements
present the combined assets, liabilities and operations of the Boston Radio
Market of CBS Radio, Inc. (the "Boston Radio Market"), which is comprised of
radio stations WRKO-AM, WEEI-AM, WEGQ-FM, WAAF-FM, serving the Boston,
Massachusetts, radio market, and WWTM-AM, serving the Worcester, Massachusetts,
radio market (the "Stations"). Through June 4, 1998, the Stations were owned by
American Radio Systems Corporation (the "Predecessor Owner" or "ARS"), an
operator of radio stations throughout the United States. On June 4, 1998, ARS
was acquired by CBS Radio, Inc., a wholly owned subsidiary of CBS Corporation
(collectively with CBS Radio, Inc., "CBS" or the "Current Owner"). In connection
with the acquisition of ARS by CBS (the "ARS/CBS merger"), CBS was required to
sell the Boston Radio Market to comply with certain regulations of the Federal
Communications Commission. During August 1998, CBS entered into purchase and
sale agreements with Entercom Communications Corp. ("Entercom") to sell the net
assets of the Boston Radio Market for approximately $140.0 million, subject to
receipt of regulatory approval which is expected to be received during 1998 (See
note 7 for further discussion). CBS and ARS are referred to as the Stations'
"Owners" for purposes of these notes to combined financial statements. All
significant intercompany transactions have been eliminated in combination.
Interim Financial Information -- The financial statements for the nine
months ended September 30, 1997, the five months ended May 31, 1998, and the
four months ended September 30, 1998 are unaudited. Except for the application
of Accounting Principle Board Opinion No. 16, "Business Combination," to the
Station's financial statements while owned by the Current Owner, the
accompanying unaudited interim financial statements have been prepared on a
basis substantially consistent with that of the audited Predecessor Owner's
financial statements included herein. For purposes of preparing the Current
Owner's unaudited financial statements, the ARS/CBS merger is assumed to have
occurred on May 31, 1998. In the opinion of management, such unaudited financial
statements include all adjustments, which are only of a normal and recurring
nature, considered necessary for a fair presentation. Operating results for the
unaudited periods presented are not necessarily indicative of the results that
may be expected for a full year.
Revenue Recognition -- Revenues are recognized when advertisements are
broadcast.
Property and Equipment -- Property and equipment at December 31, 1997 are
recorded at cost, and depreciation is computed using straight-line and
accelerated methods over estimated useful lives ranging from three to twenty
years. Property and equipment at September 30, 1998, reflects the allocation of
the CBS purchase price to the Stations' assets, net of depreciation computed
using straight-line methods over estimated useful lives ranging from three to
thirty-nine years.
Intangible Assets -- Intangible assets consist primarily of goodwill, FCC
licenses, and call letters acquired in connection with the acquisition of the
Stations and are being amortized over their respective estimated useful lives
(ranging from one to forty years) using the straight-line method.
On an ongoing basis, management evaluates the recoverability of the net
carrying value of property and equipment and intangible assets by reference to
the Stations' anticipated undiscounted future cash flows generated by said
assets and comparison of carrying value to management's estimates of fair value,
generally determined by using certain accepted industry measures of value
(principally, cash flow multiple methods).
Intangible assets at September 30, 1998 reflect the allocation of the CBS
purchase price to the Stations' assets, net of amortization computed using the
straight-line method over an estimated useful life of forty years.
Income Taxes -- The results of the Stations' operations are included in the
federal and state income tax returns filed by the Stations' Owners. The
Stations' portion of the income tax provision (benefit) is allocated
F-61
<PAGE> 148
THE BOSTON RADIO MARKET OF CBS RADIO, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
at a federal and state computed statutory rate of 40.3%. The Stations' federal
and state income taxes are generally paid to, or refunded from, the Owners.
Deferred tax assets and liabilities are maintained at the Owners' ownership
levels.
Barter Transactions -- Revenues from the Stations' exchanges of advertising
time for goods or services are recognized at the fair market value of the items
received or to be received. The value of the goods and services received is
recognized in both net revenues and operating expenses. Net unearned barter
balances are included in accounts receivable.
Barter transactions are reported on a net basis within operating expenses
and balances as of and for the year ended December 31, 1997 were approximately
as follows:
<TABLE>
<CAPTION>
<S> <C>
Barter revenues.......................................... $2,273,689
Barter expenses.......................................... 1,978,702
Net barter receivable.................................... 120,852
</TABLE>
Use of Estimates -- The preparation of combined financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes to the financial statements. Management bases
its estimates on certain assumptions which they believe are reasonable in the
circumstances, and while actual results could differ from those estimates,
management does not believe that any change in those assumptions in the near
term would have a material effect on its financial position, results of
operations or liquidity.
Allocation of Certain Operating Expenses -- The operations, as presented
herein, include allocations and estimates of certain expenses, principally
corporate accounting and tax, rent, administrative salaries, and legal,
historically provided to the Stations by the Owners. The amounts of such
allocated expenses in these combined financial statements have been allocated by
management based on a variety of factors, including, for example, personnel,
labor costs and square footage. Management believes these allocations have been
made on a reasonable basis. However, the financial position and results of
operations, as presented herein, may not be the same as would have occurred had
the Stations been operated as a stand-alone entity.
Interest expense incurred by the Owners under various long-term debt
arrangements has not historically been allocated to the Stations and,
accordingly, the accompanying combined financial statements do not include
interest expense. See Note 4 for interest expense associated with a capitalized
lease obligation.
Concentration of Credit Risk -- The Stations extend credit to customers on
an unsecured basis in the normal course of business. No individual industry or
industry segment is significant to the Stations' customer base. The Stations
have policies governing the extension of credit and collection of amounts due
from customers.
Supplemental Cash Flow Information -- The Stations participate in a
centralized cash management system maintained by the Owners. Accordingly, cash
balances are not maintained at the Stations. The Stations' assets are pledged as
collateral for the Owners' long-term debt agreements.
Cash paid for interest aggregated $44,900 during 1997.
New Accounting Pronouncements -- In June 1998, the Financial Accounting
Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," which the Stations will adopt during fiscal year 2000. The
adoption of SFAS No. 133 is not expected to have a material impact on the
Stations' combined financial statements.
F-62
<PAGE> 149
THE BOSTON RADIO MARKET OF CBS RADIO, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
2. ACQUISITIONS
In January 1997, ARS completed the acquisition of WAAF-FM and WWTM-AM for
an aggregate purchase price of approximately $24.8 million (the "1997
Acquisition"). The purchase price related to the 1997 Acquisition was allocated
to the assets acquired, principally intangible assets, based on their estimated
fair value at the date of acquisition. Since the acquisition, the 1997
Acquisition has been included as a component of the Boston Radio Market. The
Predecessor Owner began programming and marketing the Stations pursuant to a
Local Marketing Agreement ("LMA") in August 1996 and, as a result, proforma
financial information has not been presented as such information would not be
materially different from the amounts presented in the historical 1997 combined
statements of operations.
3. PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS
Property and equipment consisted of the following at December 31, 1997:
<TABLE>
<S> <C>
Land and improvements....................................... $ 1,426,552
Buildings and improvements.................................. 3,133,400
Broadcast equipment(1)...................................... 8,847,524
Office and other equipment, furniture and fixtures.......... 2,382,158
Other....................................................... 7,430
-----------
Total....................................................... 15,797,064
Less accumulated depreciation............................... (3,997,701)
-----------
Property and equipment -- net............................... $11,799,363
===========
</TABLE>
- ---------------
(1) Includes approximately $570,000 of assets recorded under a capital lease
(see Note 4).
Intangible assets consisted of the following at December 31, 1997:
<TABLE>
<S> <C>
FCC licenses (estimated life 25 years)...................... $30,786,241
Goodwill (estimated life 40 years).......................... 4,246,985
Other intangibles (estimated life 1-25 years)............... 2,044,207
-----------
Total....................................................... 37,077,433
Less accumulated amortization............................... (4,070,605)
-----------
Intangible assets -- net.................................... $33,006,828
===========
</TABLE>
4. CAPITALIZED LEASE OBLIGATION
In September of 1996, an equipment lease agreement with Fleet Capital
Corporation dated May 17, 1990 was extended for an additional twenty-four
months. Upon the lease's final payment in August 1998, ownership of the property
was transferred to the Stations. Interest expense, reported within general and
administrative expense in the accompanying combined statement of operations,
aggregated $32,400 during 1997.
5. EMPLOYEE BENEFIT PLAN
Through December 31, 1997, employees of the Stations participated in a
retirement savings plan (the "Plan") sponsored by the Predecessor Owner. The
Plan is a defined contribution plan that covers eligible salaried employees who
have at least one year of service. Participants may make pre-tax contributions
to the Plan up to 10% of their compensation, not to exceed the annual limit
prescribed by the Internal Revenue Service. The Owners matched contributions to
the Plan in an amount equal to 100% of the first 5% of base compensation that a
participant contributes to the Plan, unless otherwise determined by annual
resolution. The Stations were charged $90,000 by the Predecessor Owner for the
year ended December 31, 1997.
F-63
<PAGE> 150
THE BOSTON RADIO MARKET OF CBS RADIO, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
6. COMMITMENTS AND CONTINGENCIES
Broadcast Rights -- At December 31, 1997, the Stations were committed to
the purchase of broadcast rights for various sports events and other
programming, including on-air talent, aggregating approximately $21,134,000.
This programming is not yet available for broadcast. As of December 31, 1997,
aggregate payments related to these commitments during the next five years are
as follows (in thousands):
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31
<S> <C>
1998....................................................... $ 8,042
1999....................................................... 7,266
2000....................................................... 5,408
2001....................................................... 358
2002....................................................... 60
-------
$21,134
=======
</TABLE>
Leases -- The Stations lease various offices, studios, and broadcast and
other equipment under operating leases that expire over various terms. Most
leases contain renewal options with specified increases in lease payments in the
event of renewal by the Stations.
Future minimum rental payments required under noncancelable operating
leases in effect at December 31, 1997 are approximately as follows (in
thousands):
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31
<S> <C>
1998........................................................ $ 620
1999........................................................ 473
2000........................................................ 295
2001........................................................ 286
2002........................................................ 187
Thereafter.................................................. 1,378
------
Total....................................................... $3,239
======
</TABLE>
Aggregate rent expense under operating leases for the year ended December
31, 1997 approximated $438,000.
Audience Rating and Other Service Employment Contracts -- The Stations have
entered into various noncancelable audience rating and other service and
employment contracts that expire over the next five years. Most of these
audience rating and other service agreements are subject to escalation clauses
and may be renewed for successive periods ranging from one to five years on
terms similar to current agreements, except for specified increases in payments.
Certain of these contracts will not be assumed by Entercom.
Future minimum payments required under these contracts at December 31, 1997
are as follows (in thousands):
<TABLE>
<S> <C>
1998........................................................ $2,481
1999........................................................ 2,573
2000........................................................ 1,725
2001........................................................ 699
2002........................................................ 648
------
Total....................................................... $8,126
======
</TABLE>
F-64
<PAGE> 151
THE BOSTON RADIO MARKET OF CBS RADIO, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Total expense under these contracts for the year ended December 31, 1997
approximated $2,574,000.
Litigation -- CBS has agreed to indemnify Entercom for any litigation
expenses associated with the Stations prior to the acquisition by Entercom.
* * * * * *
7. SUBSEQUENT EVENT
In relation to the agreement of sale between CBS Radio Inc. and Entercom
Communications Corp., Entercom Communications Corp. began operating WEEI-AM and
WRKO-AM on September 21, 1998 and WEGQ-FM, WAAF-FM, and WWTM-AM on September 23,
1998 under a time brokerage agreement. Under the time brokerage agreement, CBS
Radio Inc. will permit Entercom Communications Corp. to program and market the
Boston Radio Market for a fee of $590,000 per month.
On December 11, 1998 CBS Radio Inc. sold the net assets of WRKO-AM and
WEEI-AM, which comprise a portion of the Boston Radio Market, to Entercom
Communications Corp. for a purchase price of $82.0 million.
F-65
<PAGE> 152
- ------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING SHAREHOLDER OR ANY
UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 1
Risk Factors.......................... 10
Use of Proceeds....................... 17
Recapitalization, Chase Conversion and
Former S Corporation Status......... 17
Dividend Policy....................... 19
Dilution.............................. 20
Capitalization........................ 21
CBS Transactions...................... 22
Completed Transactions................ 22
Unaudited Pro Forma Financial
Information......................... 25
Selected Historical Financial Data.... 33
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 35
Business.............................. 43
Management............................ 62
Certain Relationships and Related
Party Transactions.................. 69
Selling Shareholder................... 69
Security Ownership of Certain
Beneficial Owners................... 70
Description of Capital Stock.......... 72
Shares Eligible for Future Sale....... 76
Underwriting.......................... 77
Notice to Canadian Residents.......... 79
Legal Matters......................... 80
Experts............................... 80
Additional Information................ 80
Index to Financial Statements......... F-1
</TABLE>
------------------
UNTIL , 1999 (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING),
ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
- ------------------------------------------------------
- ------------------------------------------------------
[ENTERCOM LOGO]
Entercom Communications Corp.
10,850,000 Shares
Class A Common Stock
($.01 par value)
PROSPECTUS
Credit Suisse First Boston
BT Alex. Brown
Goldman, Sachs & Co.
Morgan Stanley Dean Witter
------------------------------------------------------
<PAGE> 153
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth fees payable to the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc., and other
estimated expenses expected to be incurred in connection with the issuance and
distribution of securities being registered. All such fees and expenses shall be
paid by the Company.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 76,950
NASD Fee.................................................... 24,650
New York Stock Exchange Listing Fee......................... 75,000
Printing and Engraving Expenses............................. 400,000
Accounting Fees and Expenses................................ 1,350,000
Legal Fees and Expenses..................................... 500,000
Transfer Agent Fees and Expenses............................ 25,000
Miscellaneous............................................... 150,000
-------------
Total............................................. $ 2,601,600
=============
</TABLE>
- ---------------
* To be filed by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Articles of Incorporation provide that
the Company's directors shall not be personally liable to the Company and its
shareholders for monetary damages for any action taken, or any failure to take
any action, unless: (i) the director has breached or failed to perform the
duties of his or her office under applicable provisions of Pennsylvania law, and
(ii) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness. This provision does not eliminate the duty of care,
and, in appropriate circumstances, equitable remedies such as an injunction or
other forms of non-monetary relief would remain available under Pennsylvania
law. The provision does not affect a director's responsibilities under any other
law, such as federal securities laws, criminal laws or state or federal
environmental laws. The Company's Amended and Restated Bylaws provide that the
Company shall indemnify its officers and directors to the fullest extent
permitted by Pennsylvania law, including some instances in which indemnification
is otherwise discretionary under Pennsylvania law.
In general, any officer or director of the Company shall be indemnified by
the Company against expenses including attorneys' fees, judgments, fines and
settlements actually and reasonably incurred by that person in connection with a
legal proceeding as a result of such relationship, whether or not the
indemnified liability arises from an action by or in the right of the Company,
if the officer or director acted in good faith and in the manner believed to be
in, or not opposed to, the Company's best interest, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the conduct
was unlawful. Such indemnity is limited to the extent that (i) such person is
not otherwise indemnified and (ii) such indemnifications are not prohibited by
Pennsylvania law or any other applicable law.
Any indemnification under the previous paragraph (unless ordered by a
court) shall be made by the Company only as authorized in the specific case upon
the determination that indemnification of the director or officer is proper in
the circumstances because that person has met the applicable standard of conduct
set forth above. Such determination shall be made (i) by the Board of Directors
by a majority vote of a quorum of disinterested directors who are not parties to
such action or (ii) if such quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion. To the extent that a director or officer of the Company shall
be successful in prosecuting an indemnity claim, the
II-1
<PAGE> 154
reasonable expenses of any such person and the fees and expenses of any special
legal counsel engaged to determine the possibility of indemnification shall be
borne by the Company.
Expenses incurred by a director or officer of the Company in defending a
civil or criminal action, suit or proceeding shall be paid by the Company in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that person is not entitled to be
indemnified by the Company under the Bylaws or applicable provisions of
Pennsylvania law.
The indemnification and advancement of expenses provided by, or granted
pursuant to Article VIII of the Bylaws is not deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled, both as to action in that person's official capacity and as to action
in another capacity while holding such office.
To satisfy its indemnification obligations, the Company may maintain
insurance, obtain a letter of credit, act as self-insurer, create a reserve,
trust, escrow, cash collateral or other fund or account, enter into
indemnification agreements, pledge or grant a security interest in any assets or
properties of the Company, or use any other mechanism or arrangement whatsoever
in such amounts, costs, terms and conditions as the Board of Directors shall
deem appropriate. The obligations of the Company to indemnify a director or
officer under Article VIII of the Bylaws is a contract between the Company and
such director or officer and no modification or repeal of the Bylaws shall
detrimentally affect such officer or director with regard to that person's acts
or omissions prior to such amendment or repeal.
Upon consummation of the Offering, the Company will purchase insurance for
its directors and officers for certain losses arising from claims or charges
made against them in their capacities as directors and officers of the Company.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
On May 21, 1996, the registrant sold a 7% Subordinated Convertible Note due
2003 in the principal amount of $25 million to Chase Equity Associates, L.P., an
affiliate of Chase Capital Partners, for the aggregate purchase price of $25
million, which is convertible into the registrant's common stock. The
transaction was intended to be exempt from the registration requirements of the
Securities Act by virtue of Section 4(2) thereof.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed as part of this registration
statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.01 Form of Underwriting Agreement(3)
3.01 Form of Amended and Restated Articles of Incorporation of
the Registrant(3)
3.02 Form of Amended and Restated Bylaws of the Registrant(3)
5.01 Opinion of Morgan, Lewis & Bockius LLP as to the Legality of
the Securities Being Registered(1)
10.01 Registration Rights Agreement, dated as of May 21, 1996,
between the Registrant and Chase Equity Associates, L.P.(3)
10.02 Employment Agreement, dated June 25, 1993, between the
Registrant and Joseph M. Field, as amended(3)
10.03 Employment Agreement, dated December 17, 1998, between the
Registrant and David J. Field, as amended(3)
10.04 Employment Agreement, dated December 17, 1998, between the
Registrant and John C. Donlevie, as amended(3)
</TABLE>
II-2
<PAGE> 155
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.05 Employment Agreement, dated November 13, 1998, between the
Registrant and Stephen F. Fisher(4)
10.06 Entercom 1998 Equity Compensation Plan(4)
10.07 Asset Purchase Agreement, dated as of January 26, 1998,
among the Registrant, Tuscaloosa Broadcasting, Inc.,
Sinclair Radio of Portland Licensee, Inc. and Sinclair Radio
of Rochester Licensee, Inc.(3)
10.08 Time Brokerage Agreement, dated as of January 26, 1998,
among the Registrant, Tuscaloosa Broadcasting, Inc.,
Sinclair Radio of Portland Licensee, Inc. and Sinclair Radio
of Rochester Licensee, Inc.(3)
10.09 Loan Agreement, dated as of February 13, 1998, among the
Registrant, Key Corporate Capital Inc., as administrative
agent, Bank of America, National Trust and Savings
Association, as syndication agent, and certain banks listed
therein, as amended by the First Amendment to Loan Agreement
dated October 8, 1998(3)
10.10 Asset Purchase Agreement, dated as of August 13, 1998, among
CBS Radio, Inc., CBS Radio License, Inc. and the
Registrant(3)
10.11 Time Brokerage Agreement, dated as of August 13, 1998, among
CBS Radio, Inc., CBS Radio License, Inc. and the
Registrant(3)
10.12 Asset Purchase Agreement, dated as of August 13, 1998, among
the Registrant, CBS Radio, Inc. and CBS Radio License,
Inc.(3)
10.13 Time Brokerage Agreement, dated as of August 13, 1998, among
the Registrant, CBS Radio, Inc. and CBS Radio License,
Inc.(3)
10.14 Asset Purchase Agreement, dated as of August 13, 1998, among
CBS Radio, Inc., CBS Radio License, Inc., ARS Acquisition
II, Inc. and the Registrant(3)
10.15 Time Brokerage Agreement, dated as of August 13, 1998, among
CBS Radio, Inc., CBS Radio License, Inc., ARS Acquisition
II, Inc. and the Registrant(3)
21.01 Information Regarding Subsidiaries of the Registrant(4)
23.01 Consent of Deloitte & Touche LLP, Philadelphia, PA
23.02 Consent of Deloitte & Touche LLP, Salt Lake City, UT
23.03 Consent of Deloitte & Touche LLP, Cincinnati, OH
23.04 Consent of Deloitte & Touche LLP, Seattle, WA
23.05 Consent of Deloitte & Touche LLP, Boston, MA
23.06 Consent of Arthur Andersen LLP, Baltimore, MD
23.07 Consent of Morgan, Lewis & Bockius LLP (included in opinion
filed as Exhibit 5.01)(1)
24.01 Power of Attorney (included on signature page of
Registration Statement filed August 13, 1998)(2)
24.02 Power of Attorney for signature of Stephen F. Fisher(4)
24.03 Power of Attorney for signature of Michael R. Hannon
27.01 Financial Data Schedule
</TABLE>
II-3
<PAGE> 156
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
99.01 Consent of Person About to Become a Director from Michael R.
Hannon(2)
99.02 Consent of Person About to Become a Director from David
Berkman
</TABLE>
- ---------------
(1) To be filed by amendment.
(2) Previously filed with Registration Statement dated August 13, 1998.
(3) Previously filed with Registration Statement dated November 4, 1998.
(4) Previously filed with Registration Statement dated December 8, 1998.
(b) FINANCIAL STATEMENT SCHEDULE
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-4
<PAGE> 157
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Bala Cynwyd, Pennsylvania, on January
6, 1999.
ENTERCOM COMMUNICATIONS CORP.
By: /s/ JOSEPH M. FIELD
------------------------------------
Joseph M. Field
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<C> <S> <C>
/s/ JOSEPH M. FIELD Chairman of the Board and Chief January 6, 1999
- ----------------------------------------------------- Executive Officer (Principal
Joseph M. Field Executive Officer)
/s/ DAVID J. FIELD President, Chief Operating January 6, 1999
- ----------------------------------------------------- Officer and a Director
David J. Field
* Executive Vice President, January 6, 1999
- ----------------------------------------------------- Secretary, General Counsel and
John C. Donlevie a Director
* Senior Vice President and Chief January 6, 1999
- ----------------------------------------------------- Financial Officer (Principal
Stephen F. Fisher Financial Officer)
* Treasurer and Controller January 6, 1999
- ----------------------------------------------------- (Principal Accounting Officer)
Eugene D. Levin
* Director January 6, 1999
- -----------------------------------------------------
Marie H. Field
* Director January 6, 1999
- -----------------------------------------------------
Herbert Kean, M.D.
* Director January 6, 1999
- -----------------------------------------------------
Lee Hague
* Director January 6, 1999
- -----------------------------------------------------
Thomas H. Ginley, M.D.
* Director January 6, 1999
- -----------------------------------------------------
S. Gordon Elkins
* Director January 6, 1999
- -----------------------------------------------------
Michael R. Hannon
*By: /s/ DAVID J. FIELD
------------------------------------------------
David J. Field
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 158
The accompanying consolidated financial statements give effect to the completion
of the 185 to 1 split of the Company's outstanding common stock which will take
place on the effective date of the offering. The following report is in the form
which will be furnished by Deloitte & Touche, LLP upon completion of the stock
split of the Company's outstanding common stock described in Note 13 to the
consolidated financial statements and assuming that from December 31, 1998 to
the date of such completion no other material events have occurred that would
affect the accompanying consolidated financial statements or required
disclosures therein:
INDEPENDENT AUDITORS' REPORT
"To the Board of Directors of
Entercom Communications Corp.:
We have audited the accompanying consolidated financial statements of
Entercom Communications Corp. and subsidiaries (the "Company") as of September
30, 1997 and 1998 and for each of the three years in the period ended September
30, 1998 and have issued our report thereon dated December 31, 1998 (January,
1999 as to Note 13) (which expresses an unqualified opinion and includes an
explanatory paragraph relating to the restatement described in Note 14)
(included elsewhere in this Registration Statement). Our audits also included
the financial statement schedule listed in Item 16 of this Registration
Statement. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
Philadelphia, PA
December 31, 1998
(January, 1999 as to Note 13)"
Deloitte & Touche LLP
January 4, 1999
<PAGE> 159
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
ENTERCOM COMMUNICATIONS CORP.
YEARS ENDED SEPTEMBER 30, 1996, 1997, AND 1998
<TABLE>
<CAPTION>
ADDITIONS
BALANCE AT CHARGED TO DEDUCTIONS
BEGINNING COSTS AND FROM BALANCE AT
ALLOWANCE FOR DOUBTFUL ACCOUNTS OF PERIOD EXPENSES RESERVES(A) END OF PERIOD
------------------------------- ---------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
1996.................................. $ 63,524 $318,599 $265,283 $116,840
1997.................................. 116,840 548,726 373,566 292,000
1998.................................. 292,000 920,381 845,381 367,000
</TABLE>
- ---------------
(A) Uncollectible accounts written off.
<PAGE> 160
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
10.03 Employment Agreement, dated December 17, 1998, between the
Registrant and David J. Field, as amended
10.04 Employment Agreement, dated December 17, 1998, between the
Registrant and
John C. Donlevie, as amended
23.01 Consent of Deloitte & Touche LLP, Philadelphia, PA
23.02 Consent of Deloitte & Touche LLP, Salt Lake City, UT
23.03 Consent of Deloitte & Touche LLP, Cincinnati, OH
23.04 Consent of Deloitte & Touche LLP, Seattle, WA
23.05 Consent of Deloitte & Touche LLP, Boston, MA
23.06 Consent of Arthur Andersen LLP, Baltimore, MD
24.03 Power of Attorney for signature of Michael R. Hannon
27.01 Financial Data Schedule
99.02 Consent of Person About to Become a Director from David J.
Berkman
</TABLE>
<PAGE> 1
Exhibit 10.03
To: David J. Field December 23, 1998
From: Joseph M. Field
Re: Employment Agreement
This memorandum will confirm the amendment and restatement of the terms
of your Employment Agreement with Entercom. We have agreed that effective
October 1, 1998 the terms of your employment as President and Chief Operating
Officer of Entercom shall be as follows:
1. SALARY Your semi-monthly salary shall be $14,583.33 (annual rate of
$350,000). Your salary will be increased annually effective October 1, of each
year commencing October 1, 1999. The increase shall be a percentage equal to the
percentage increase in the Consumer Price Index for All Urban Consumers
("CPI-U") as published by the U.S. Department of Labor for the immediately
preceding September, compared to the CPI-U for the month of September one month
earlier.
2. ANNUAL INCENTIVE BONUS You will be eligible for an annual cash bonus
of up to $125,000 as of the end of each fiscal year of the Company. The amount
of such bonus will be determined in the sole discretion of the CEO of the
company or the Compensation Committee of the Board of Directors based on a
review of the Company's performance and your performance during the fiscal year
then ended. You must work through the end of the fiscal year to be eligible for
a bonus for that year and the bonus will be determined and then paid after the
completion of the financial statements for the fiscal year in question.
3. STOCK OPTIONS In the event the Company consummates the planned
Initial Public Offering ("IPO") of its Class A Common Stock and subject to the
approval of the Compensation Committee of the Board of Directors, you will be
awarded options under the Entercom 1998 Equity Compensation Plan to purchase
Class A common stock totaling $3,000,000 in value at 80% of the IPO price. Such
options will have a ten year term, will vest 25% per year at the end of each of
the first four years following the award and will contain such other terms as
determined by the Compensation Committee of the Board of Directors. You will
also be eligible for future discretionary awards of options by the Compensation
Committee.
4. OTHER COMPENSATION AND BENEFITS You will be provided with the use of
a Company automobile to be selected by the Company. You will be responsible for
gas for this automobile and the Company will be responsible for all repairs,
maintenance and insurance for this automobile. You will be eligible to
participate in the Company's 401(k) Plan and you will be provided with coverage
under the Company's life insurance and LTD insurance plans and any other
benefits generally available to officers of the Company, and you and your
dependants will be provided with coverage under the Company's major medical and
dental insurance plans.
<PAGE> 2
5. CONFIDENTIALITY AND INTELLECTUAL PROPERTY Your position involves a
close and confidential relationship in which you will be privy to propriety
information of the Company, including without limitation, business plans,
acquisition strategy, research, consulting reports, computer programs and sales,
technical, financial and programming practices and data which you agree will be
held in the strictest confidence at all times. All trade secret, copyright,
trademark and/or other intellectual property rights of any kind developed while
this agreement is in effect which relate to the Company's business or to your
duties hereunder shall be considered a "work for hire" and shall be and remain
the sole and exclusive property of the Company and you shall to the extent
deemed necessary or desirable by the Company, cooperate and assist the Company
in assigning to the Company and perfecting, filing and recording any such rights
in the name of the Company.
6. TERMINATION It is understood that your position is one of executive
authority involving the exercise of discretion in matters affecting the vital
interests of the Company, including the existence and degree of profitability of
the enterprise and the maintenance and renewal of its principal assets, its FCC
broadcast licenses. It is therefore essential that the relationship at all times
be one of complete confidence and mutual understanding with respect to policies
and goals. Accordingly it is expressly understood that nothing herein shall be
construed as altering the "at will" nature of your employment and either party
retains the right to terminate this agreement at any time either for good cause
or solely for the convenience of either party, provided that, except where there
is good cause for said termination, each party agrees to give at least thirty
(30) days notice in advance of said termination. If you give notice of
termination, the Company may at its option, waive such notice and accept your
termination effective at any time prior to the expiration of the notice period.
7. EMPLOYEE SOLICITATION It is understood and agreed that for the one
year period following the termination of your employment with the Company you
will not, without the express prior written permission of the Company, employ,
offer to employ, counsel a third party to employ, or participate in any manner
in the recommendation, recruitment or solicitation of the employment of any
person who was an employee of the Company on the date of the termination of your
employment or at any time within the 90 days prior thereto. In the event that
any such person shall be employed in a position under your direct or indirect
supervision within such one year period without the Company's express prior
written permission, it shall be conclusively presumed that this restriction has
been violated.
8. ENTIRE AGREEMENT This agreement constitutes the sole agreement
between you and the Company relating to the compensation and other terms of your
employment. It supersedes all previous agreements whether written or oral,
except that any incentive bonus with respect to the fiscal year ending September
30, 1998 shall be paid in accordance with your prior agreement.
<PAGE> 3
Please confirm your agreement to the foregoing by signing and returning
this memo.
Very truly yours,
Joseph M. Field
Chairman and CEO
ACCEPTED AND AGREED
- ---------------------------
David J. Field
Date:
---------------------
<PAGE> 1
Exhibit 10.04
To: John C. Donlevie December 23, 1998
From: Joseph M. Field
Re: Employment Agreement
This memorandum will confirm the amendment and restatement of the terms
of your Employment Agreement with Entercom. We have agreed that effective
October 1, 1998 the terms of your employment as Executive Vice President and
General Counsel of Entercom shall be as follows:
1. SALARY Your semi-monthly salary shall be $9,375.00 (annual rate of
$225,000). Your salary will be increased annually effective October 1, of each
year commencing October 1, 1999. The increase shall be a percentage equal to the
percentage increase in the Consumer Price Index for All Urban Consumers
("CPI-U") as published by the U.S. Department of Labor for the immediately
preceding September, compared to the CPI-U for the month of September one month
earlier.
2. ANNUAL INCENTIVE BONUS You will be eligible for an annual cash bonus
of up to $75,000 as of the end of each fiscal year of the Company. The amount of
such bonus will be determined in the sole discretion of the CEO of the company
or the Compensation Committee of the Board of Directors based on a review of the
Company's performance and your performance during the fiscal year then ended.
You must work through the end of the fiscal year to be eligible for a bonus for
that year and the bonus will be determined and then paid after the completion of
the financial statements for the fiscal year in question.
3. STOCK OPTIONS In the event the Company consummates the planned
Initial Public Offering ("IPO") of its Class A Common Stock and subject to the
approval of the Compensation Committee of the Board of Directors, you will be
awarded options under the Entercom 1998 Equity Compensation Plan to purchase
Class A common stock totaling $3,000,000 in value at 80% of the IPO price. Such
options will have a ten year term, will vest 25% per year at the end of each of
the first four years following the award and will contain such other terms as
determined by the Compensation Committee of the Board of Directors. You will
also be eligible for future discretionary awards of options by the Compensation
Committee.
4. OTHER COMPENSATION AND BENEFITS You will be provided with the use of
a Company automobile to be selected by the Company. You will be responsible for
gas for this automobile and the Company will be responsible for all repairs,
maintenance and insurance for this automobile. You will be eligible to
participate in the Company's 401(k) Plan and you will be provided with coverage
under the Company's life insurance and LTD insurance plans and any other
benefits generally available to officers of the Company, and you and your
dependants will be provided with coverage under the Company's major medical and
dental insurance plans.
<PAGE> 2
5. CONFIDENTIALITY AND INTELLECTUAL PROPERTY Your position involves a
close and confidential relationship in which you will be privy to propriety
information of the Company, including without limitation, business plans,
acquisition strategy, research, consulting reports, computer programs and sales,
technical, financial and programming practices and data which you agree will be
held in the strictest confidence at all times. All trade secret, copyright,
trademark and/or other intellectual property rights of any kind developed while
this agreement is in effect which relate to the Company's business or to your
duties hereunder shall be considered a "work for hire" and shall be and remain
the sole and exclusive property of the Company and you shall to the extent
deemed necessary or desirable by the Company, cooperate and assist the Company
in assigning to the Company and perfecting, filing and recording any such rights
in the name of the Company.
6. TERMINATION It is understood that your position is one of executive
authority involving the exercise of discretion in matters affecting the vital
interests of the Company, including the existence and degree of profitability of
the enterprise and the maintenance and renewal of its principal assets, its FCC
broadcast licenses. It is therefore essential that the relationship at all times
be one of complete confidence and mutual understanding with respect to policies
and goals. Accordingly it is expressly understood that nothing herein shall be
construed as altering the "at will" nature of your employment and either party
retains the right to terminate this agreement at any time either for good cause
or solely for the convenience of either party, provided that, except where there
is good cause for said termination, each party agrees to give at least thirty
(30) days notice in advance of said termination. If you give notice of
termination, the Company may at its option, waive such notice and accept your
termination effective at any time prior to the expiration of the notice period.
7. EMPLOYEE SOLICITATION It is understood and agreed that for the one
year period following the termination of your employment with the Company you
will not, without the express prior written permission of the Company, employ,
offer to employ, counsel a third party to employ, or participate in any manner
in the recommendation, recruitment or solicitation of the employment of any
person who was an employee of the Company on the date of the termination of your
employment or at any time within the 90 days prior thereto. In the event that
any such person shall be employed in a position under your direct or indirect
supervision within such one year period without the Company's express prior
written permission, it shall be conclusively presumed that this restriction has
been violated.
8. ENTIRE AGREEMENT This agreement constitutes the sole agreement
between you and the Company relating to the compensation and other terms of your
employment. It supersedes all previous agreements whether written or oral,
except that any incentive bonus with respect to the fiscal year ending September
30, 1998 shall be paid in accordance with your prior agreement.
<PAGE> 3
Please confirm your agreement to the foregoing by signing and returning
this memo.
Very truly yours,
Joseph M. Field
Chairman and CEO
ACCEPTED AND AGREED
- ---------------------------
John C. Donlevie
Date:
---------------------
<PAGE> 1
EXHIBIT 23.01
The accompanying consolidated financial statements and independent
auditor's report referred to in the following consent give effect to the
completion of the 185 for 1 split of the Company's outstanding common stock
which will take place on the effective date of the offering. The following
independent auditors' consent is in the form which will be furnished by
Deloitte & Touche LLP upon completion of the stock split of the Company's
outstanding common stock described in Note 13 to the consolidated financial
statements and assuming that from December 31, 1998 to the date of such
completion no other material events have occurred that would affect the
accompanying consolidated financial statements or required disclosure therein:
INDEPENDENT AUDITORS' CONSENT
"To the Board of Directors of
Entercom Communications Corp.
Bala Cynwyd, Pennsylvania
We consent to the use in this Amendment No. 3 to Registration Statement No.
333-61381 of Entercom Communications Corp. of our report dated December 31, 1998
(January , 1999 as to Note 13) (which expresses an unqualified opinion and
includes an explanatory paragraph relating to the restatement described in Note
14), appearing in the Prospectus, which is a part of this Registration
Statement, and of our report dated December 31, 1998 (January , 1999 as to
Note 13) related to the financial statement schedule included elsewhere in this
Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
Philadelphia, Pennsylvania
January , 1999"
Deloitte & Touche LLP
January 4, 1999
<PAGE> 1
Exhibit 23.02
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors of
Entercom Communications Corp.
Bala Cynwyd, Pennsylvania
We consent to the use in this Amendment No. 3 to Registration Statement No.
333-61381 of Entercom Communications Corp. of our report dated June 10, 1998,
appearing in the Prospectus, which is a part of this Registration Statement,
and to the reference to us under the heading "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
Salt Lake City, Utah
January 4, 1999
<PAGE> 1
Exhibit 23.03
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors of
Entercom Communications Corp.
Bala Cynwyd, Pennsylvania
We consent to the use in this Amendment No. 3 to Registration Statement No.
333-61381 of Entercom Communications Corp. of our report dated May 21, 1998,
appearing in the Prospectus, which is a part of this Registration Statement,
and to the reference to us under the heading "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
Cincinnati, Ohio
January 4, 1999
<PAGE> 1
Exhibit 23.04
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors of
Entercom Communications Corp.
Bala Cynwyd, Pennsylvania
We consent to the use in this Amendment No. 3 to Registration Statement No.
333-61381 of Entercom Communications Corp. of our report dated May 29, 1998,
appearing in the Prospectus, which is a part of this Registration Statement, and
to the reference to us under the heading "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
Seattle, Washington
January 4, 1999
<PAGE> 1
Exhibit 23.05
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors of
Entercom Communications Corp.
Bala Cynwyd, Pennsylvania
We consent to the use in this Amendment No. 3 to Registration Statement No.
333-61381 of Entercom Communications Corp. of our report dated September 18,
1998 (December 11, 1998 as to Note 7), appearing in the Prospectus, which is a
part of this Registration Statement, and to the reference to us under the
heading "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
January 4, 1999
<PAGE> 1
Exhibit 23.06
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of this
Registration Statement under the Securities Act of 1933.
/s/ ARTHUR ANDERSEN LLP
-----------------------
Baltimore, Maryland,
January 4, 1999
<PAGE> 1
EXHIBIT 24.03
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Michael R. Hannon constitutes and
appoints Joseph M. Field and David J. Field, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his person's name, place and stead, in any and
all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement and additional registration
statements pursuant to Rule 462(b) of the Securities Act, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each said attorney-in-fact
and agent full power and authority to do and perform each and every act in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them or their or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
/s/ Michael R. Hannon
---------------------
Michael R. Hannon
December 29, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> SEP-30-1998
<CASH> 6,666
<SECURITIES> 0
<RECEIVABLES> 32,891
<ALLOWANCES> 367
<INVENTORY> 0
<CURRENT-ASSETS> 51,125
<PP&E> 52,736
<DEPRECIATION> 9,679
<TOTAL-ASSETS> 522,945
<CURRENT-LIABILITIES> 16,761
<BONDS> 321,037
0
0
<COMMON> 215
<OTHER-SE> 182,970
<TOTAL-LIABILITY-AND-EQUITY> 522,945
<SALES> 0
<TOTAL-REVENUES> 132,998
<CGS> 104,064
<TOTAL-COSTS> 104,064
<OTHER-EXPENSES> 4,527
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,504
<INCOME-PRETAX> 9,892
<INCOME-TAX> 453
<INCOME-CONTINUING> 9,439
<DISCONTINUED> 0
<EXTRAORDINARY> 2,376
<CHANGES> 0
<NET-INCOME> 7,063
<EPS-PRIMARY> 0.06
<EPS-DILUTED> 0.06
</TABLE>
<PAGE> 1
Exhibit 99.02
CONSENT OF PERSON ABOUT TO BECOME A DIRECTOR
I, David Berkman, hereby consent to the use, in the Registration Statement
on Form S-1 of Entercom Communications Corp., a Pennsylvania corporation (the
"Company"), to which this Consent is filed as an exhibit, of my name as a
person about to become a Director of the Company.
/S/David Berkman
-----------------------
David Berkman
December 30, 1998
