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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 17, 2001
ENTERCOM COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 001-14461 23-1701044
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
401 City Avenue, Suite 409, Bala Cynwyd, Pennsylvania 19004
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 660-5610
(Former Name or Former Address, if Changed Since Last Report)
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Item 9. Regulation FD Disclosure
Entercom Communications Corp. ("Entercom") has included in this filing selected
unaudited pro forma financial information for the year ended December 31, 1999
and for the nine months ended September 30, 2000. This unaudited pro forma
information includes the effect of all acquisitions and divestitures completed
during those periods, including (i) the December 1999 acquisition of stations
from Sinclair Broadcast Group, Inc.; (ii), the acquisition of seven stations in
Wichita, three stations in Madison, WI and the purchase of four stations in
Kansas City during the calendar year of 2000; (iii) the divestiture of three
stations in Kansas City during the calendar year of 2000; and (iv) the pro forma
adjustment for changes in Entercom's agreement with the Seattle Seahawks whereby
Entercom no longer sells advertising time or produces the games, but merely
broadcasts the games.
With the recent adoption by the Securities and Exchange Commission of Regulation
FD, Entercom is making the pro forma information set forth below available for
broad dissemination and expects to provide guidance with respect to future
periods as part of its scheduled conference call on February 5, 2001.
The pro forma summary information presented below is not necessarily indicative
of the results that actually would have occurred if the transactions indicated
above had been consummated at the beginning of the periods presented, and is not
intended to be a projection of future results.
Entercom Communications Corp.
Pro Forma Financials
(unaudited - $ in millions)
<TABLE>
<CAPTION>
Q1 1999 Q1 2000
------- -------
<S> <C> <C>
Net Revenues $61.3 $72.4
Operating Expenses $44.1 $47.9
Broadcast Cash Flow $17.2 $24.5
</TABLE>
<TABLE>
<CAPTION>
Q2 1999 Q2 2000
------- -------
<S> <C> <C>
Net Revenue $84.0 $98.5
Operating Expenses $52.5 $56.2
Broadcast Cash Flow $31.5 $42.3
</TABLE>
<TABLE>
<CAPTION>
Q3 1999 Q3 2000
------- -------
<S> <C> <C>
Net Revenue $86.1 $92.7
</TABLE>
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<TABLE>
<S> <C> <C>
Operating Expenses $51.8 $53.6
Broadcast Cash Flow $34.3 $39.1
</TABLE>
<TABLE>
<CAPTION>
Q4 1999
-------
<S> <C>
Net Revenues $84.1
Operating Expenses $48.8
Broadcast Cash Flow $35.3
</TABLE>
<TABLE>
<CAPTION>
1999
------
<S> <C>
Net Revenues $315.5
Operating Expenses $197.2
Broadcast Cash Flow $118.3
</TABLE>
Certain statements included in this 8-K which are not statements of historical
fact, including but not limited to those identified with the words "expect,"
"will" or "look" are intended to be, and are, identified as "forward-looking
statements," as defined in the Securities and Exchange Act of 1934, as amended,
and involve known and unknown risks, uncertainties and other factors that may
cause the actual results, performance or achievements of Entercom to be
materially different from any future result, performance or achievement
expressed or implied by such forward-looking statement. Such factors include,
among others, general economic and business conditions; fluctuations in the
demand for advertising; increased competition in the broadcasting industry;
inability to obtain necessary approvals for purchases or sale transactions or to
complete the transactions; inability to grow through suitable acquisitions and
other factors mentioned in other documents filed by Entercom with the Securities
and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENTERCOM COMMUNICATIONS CORP.
By: /s/ Stephen F. Fisher
Stephen F. Fisher
Executive Vice President
Date: ______________ Chief Financial Officer
