FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-12404
JACOR COMMUNICATIONS, INC.
An Ohio Corporation Employer
Identification
No. 31-0978313
1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
Telephone (513) 621-1300
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve
months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past ninety days.
Yes X No
At August 8, 1995, 18,786,640 shares of common stock were
outstanding.
JACOR COMMUNICATIONS, INC.
INDEX
Page
Number
PART I. Financial Information
Item 1. - Financial Statements
Condensed Consolidated Balance Sheets
as of June 30, 1995 and December 31,
1994 3
Condensed Consolidated Statements of
Operations for the three months and
six months ended June 30, 1995
and 1994 4
Condensed Consolidated Statements of
Cash Flows for the six months ended
June 30, 1995 and 1994 5
Notes to Condensed Consolidated Financial
Statements 6
Item 2. - Management's Discussion and Analysis
of Financial Condition and Results of
Operations 8
PART II. Other Information
Item 4. - Submission of Matters to Vote of
Security Holders 13
Item 6. - Exhibits and Reports on Form 8-K 14
Signatures 15
<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, December 31,
1995 1994
(UNAUDITED) (AUDITED)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,154,496 $ 26,974,838
Accounts receivable, less allowance for
doubtful accounts of $1,627,000 in 1995
and $1,384,000 in 1994 23,860,923 24,500,652
Other current assets 5,293,552 4,650,301
Total current assets 34,308,971 56,125,791
Property and equipment, net 25,857,417 22,628,841
Intangible assets, net 95,998,971 89,543,301
Other assets 14,354,136 5,281,422
Total assets $170,519,495 $173,579,355
LIABILITIES
Current liabilities:
Accounts payable $ 2,762,804 $ 2,723,717
Accrued payroll 2,673,515 3,274,902
Accrued federal, state and
local income tax 2,494,851 2,092,616
Other current liabilities 3,846,092 3,397,117
Total current liabilities 11,777,262 11,488,352
Long-term debt 4,000,000
Other liabilities 3,587,781 3,869,567
Deferred tax liability 8,884,456 9,177,456
Total liabilities 28,249,499 24,535,375
SHAREHOLDERS' EQUITY
Common stock, no par value, $.10 per share
stated value 1,877,655 1,959,038
Additional paid-in capital 126,432,615 137,404,815
Common stock warrants 389,891 390,167
Retained earnings 13,569,835 9,289,960
Total shareholders' equity 142,269,996 149,043,980
Total liabilities and
shareholders' equity $170,519,495 $173,579,355
The accompanying notes are an integral part
of the condensed consolidated financial statements.
</TABLE>
<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
for the three months and six months ended June 30, 1995 and 1994
(UNAUDITED)
<CAPTION>
Three Months Ended SixMonths Ended
June 30 June 30
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Broadcast revenue $34,692,538 $33,588,971 $61,533,031 $55,631,688
Less agency commissions 3,826,238 3,578,752 6,650,548 5,839,440
Net revenue 30,866,300 30,010,219 54,882,483 49,792,248
Broadcast operating expenses 22,153,655 22,231,623 42,113,315 39,422,894
Depreciation and amortization 2,228,136 2,487,786 4,340,107 4,715,768
Corporate general and
administrative expenses 856,503 926,298 1,740,529 1,808,237
Operating income 5,628,006 4,364,512 6,688,532 3,845,349
Interest expense (104,384) (136,928) (209,206) (290,474)
Other income, net 397,939 257,675 707,549 510,941
Income before
income taxes 5,921,561 4,485,259 7,186,875 4,065,816
Income tax expense (2,393,000) (2,111,000) (2,907,000) (1,912,000)
Net income $ 3,528,561 $ 2,374,259 $4,279,875 $ 2,153,816
Net income per common share $ .17 $ .11 $ .20 $ .10
Number of common shares used
in per share computations 21,161,122 21,371,111 21,254,686 21,475,091
The accompanying notes are an integral
part of the condensed consolidated financial statements.
</TABLE>
<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1995 and 1994
(UNAUDITED)
<CAPTION>
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income $ 4,279,875 $ 2,153,816
Adjustments to reconcile net income
to net cash used by operating activities:
Depreciation 1,442,798 1,238,623
Amortization of intangibles 2,897,310 3,477,145
Provision for losses on accounts
receivable 554,562 512,388
Decrease in deferred tax liability (293,000) (251,300)
Other 111,097 (339,840)
Change in current assets and current
liabilities net of effects of
acquisitions and disposals:
Increase in accounts receivable (37,596) (4,516,464)
Increase in other current assets (1,050,751) (736,559)
Increase (decrease) in accounts
payable (139,363) 995,141
Increase in accrued payroll,
accrued interest and other
current liabilities 249,823 308,060
Net cash provided by operating activities 8,014,755 2,841,010
Cash flows from investing activities:
Payments received on notes receivable 392,500 950,000
Capital expenditures (2,037,563) (866,429)
Cash paid for acquisitions (17,248,732) (7,688,038)
Net proceeds from the sale of assets 1,919,189
Loans originated and other (3,612,443) (3,870,005)
Net cash used by investing activities (22,506,238) (9,555,283)
Cash flows from financing activities:
Proceeds from issuance of long-term debt 4,000,000
Proceeds from issuance of common stock 172,191 518,420
Repurchase of common stock (11,226,050)
Payment of restructuring expenses (275,000) (19,729)
Net cash (used) provided by financing
activities (7,328,859) 498,691
Net decrease in cash and cash equivalents (21,820,342) (6,215,582)
Cash and cash equivalents at
beginning of period 26,974,838 28,617,599
Cash and cash equivalents at end of period $ 5,154,496 $22,402,017
The accompanying notes are an integral part
of the condensed consolidated financial statements.
</TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. FINANCIAL STATEMENTS
The financial statements included herein have been prepared
by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission.
Although certain information and footnote disclosures
normally included in financial statements prepared in
accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and
regulations, the Company believes that the disclosures are
adequate to make the information presented not misleading and reflect
all adjustments consisting only of normal recurring adjustments) which
are necessary for a fair presentation of results of operations for
such periods. Results for interim periods may not be indicative of
results for the full year. It is suggested that these financial
statements be read in conjunction with the
consolidated financial statements for the year ended
December 31, 1994 and the notes thereto.
2. PER SHARE DATA
Income per share for the six months and three months ended
June 30, 1995 and 1994 is based on the weighted average number of common
shares outstanding and gives effect to both dilutive stock options
and dilutive stock purchase warrants during the periods. Fully diluted
earnings per share is not presented since it approximates primary
earnings per share.
3. ACQUISITIONS
In August 1995, a subsidiary of the Company entered into an
agreement to acquire the assets of radio stations WJBT(FM) and WZAZ(AM)
in Jacksonville, Florida for $3,750,000. The asset purchase is
subject to FCC approval and the satisfaction of certain other
conditions. Pending consummation of the transaction, the Company's
subsidiary has entered into a Local Marketing Agreement which began
July 3, 1995, and will expire on the purchase date.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. ACQUISITIONS, Continued
In August 1995, a subsidiary of the Company acquired the
business and certain operating assets of radio station WHJX(FM) in
Jacksonville, Florida for $4,500,000 in cash.
In August 1995, a subsidiary of the Company acquired the
business and certain operating assets of radio stations WDUV(FM) and
WBRD(AM) in Tampa, Florida for $14,000,000 in cash.
4. COMMON STOCK BUY BACK
During the quarter ended June 30, 1995, the Company
purchased and retired 842,000 shares of its own Common Stock at a cost
of $11,226,050.
The Company's Board of Directors has authorized the Company
to purchase up to 1,519,700 shares of its own Common Stock from time to
time in open-market or negotiated transactions.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company began 1995 with no outstanding debt and $27.0 million in cash and
cash equivalents. During the first six months of 1995 the Company used $20.8
million in cash for acquisitions of radio stations and for loans and $11.2
million in cash to purchase shares of its own Common Stock. These funds came
from cash on hand together with cash provided from operating activities and a
$4.0 million draw under the Company's Credit Agreement.
The Company's Credit Agreement provides for a senior secured reducing revolving
credit facility with a commitment of $45 million ($41.2 million at June 30,
1995 - see following paragraph) that expires on December 31, 2000 (the
"Revolver") and a senior secured acquisition facility with a commitment of $55
million (the "Acquisition Facility") that expires on September 30, 1996. The
Credit Agreement contains restrictive covenants, and the indebtedness
thereunder is collateralized by liens on substantially all of the assets of the
Company and its operating subsidiaries and by a pledge of the operating
subsidiaries' stock. The indebtedness under the Credit Agreement is guaranteed
by those subsidiaries. Both facilities may be used for acquisitions permitted
under conditions set forth in the Credit Agreement. Interest under the Credit
Agreement is payable, at the option of the Company, at alternative rates equal
to the Eurodollar rate plus 1.25% to 2.25% or the base rate announced by Banque
Paribas plus 0.25% to 1.25%.
The Credit Agreement requires that the commitment under the Revolver be reduced
in the quarter commencing January 1, 1994 and continuing quarterly thereafter
(reduced by $3.8 million as of June 30, 1995). After the Acquisition Facility
commitment terminates on September 30, 1996, the Credit Agreement requires 17
equal quarterly amortization payments. The Credit Agreement further requires
that, with certain exceptions, the Company prepay the loans and reduce the
commitments under the Credit Agreement with excess cash flow and the net
proceeds from certain sales of assets and capital stock.
The Company entered into an interest rate protection agreement in March 1993 on
a notional amount of $22.5 million for a three-year term for a cost of $0.1
million. This agreement provided protection against the rise in the three-
month LIBOR interest rate beyond a level of 7.25%. The current three-month
LIBOR interest rate is 5.88%.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
LIQUIDITY AND CAPITAL RESOURCES, Continued
During the six months ended June 30, 1995, the Company, through its
subsidiaries, made capital expenditures of approximately $2.0 million. The
Company expects to make acquisitions, loans and capital expenditures in the
range of $30 million to $35 million for the remainder of the year ended
December 31, 1995.
Management believes that its existing cash balance, cash generated from
operations and the availability of borrowings under the Credit Agreement will
be sufficient to meet its liquidity and capital needs for the foreseeable
future, under existing market conditions.
CASH FLOW
Cash flows provided by operating activities, inclusive of working capital were
$8.0 million and $2.8 million for the first six months of 1995 and 1994,
respectively. The net cash provided of $8.0 million for the first six months
of 1995 results primarily from the add back of depreciation and amortization
expense to net income for the period. The net cash provided of $2.8 million
for the first six months of 1994 results primarily from the net income of $2.2
million generated during that period. Cash flows used by investing activities
were ($22.5) million and ($9.6) million for the first six months of 1995 and
1994, respectively. The net cash used by investing activities for both six-
month periods results from payments made for acquisitions, loans and capital
expenditures. The 1994 amount is net of $2.8 million of payments received on
notes and from the sale of assets. Cash flows used by financing activities
were $7.3 million for the first half of 1995 principally due to the repurchase
of the Company's common stock ($11.2 million) net of the borrowings under the
Company's Credit Agreement ($4.0 million). Cash flows provided by financing
activities were $0.5 million for the comparable 1994 period due primarily to
the issuance of common stock.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
RESULTS OF OPERATIONS
THE SIX MONTHS ENDED JUNE 30, 1995 COMPARED TO THE SIX MONTHS
ENDED JUNE 30, 1994
Broadcast revenue for the first six months of 1995 was $61.5 million, an
increase of $5.9 million or 10.6% from $55.6 million during the first six
months of 1994. This increase resulted from an increase in advertising rates
in both local and national advertising and from the revenue generated at those
properties owned or operated during the 1995 first six months but not during
the comparable 1994 period. On a "same station" basis - reflecting results
from stations operated in the first six months of both 1995 and 1994 -
broadcast revenue for the 1995 period was $58.8 million, an increase of $3.7
million or 6.8% from $55.1 million for the 1994 period.
Agency commissions for the first six months of 1995 were $6.7 million, an
increase of $0.9 million or 13.9% from $5.8 million during the first six months
of 1994 due to the increase in broadcast revenue.
Broadcast operating expenses for the first six months of 1995 were $42.1
million, an increase of $2.7 million or 6.8% from $39.4 million during the
first six months of 1994. These expenses increased as a result of expenses
incurred at those properties owned or operated during the first six months of
1995 but not during the comparable 1994 period and, to a lesser extent,
increased selling and other payroll costs and programming costs. On a "same
station" basis, broadcast operating expenses for the 1995 period were $39.8
million, an increase of $1.5 million or 3.8% from $38.3 million for the 1994
period.
Station operating income excluding depreciation and amortization for the six
months ended June 30, 1995 was $12.8 million, an increase of $2.4 million or
23.1% from the $10.4 million for the six months ended June 30, 1994. The
strike-shortened Major League Baseball season in 1995 and the loss of the
Atlanta Braves broadcast rights after the 1994 season impacts the comparability
of broadcast revenue and operating expenses for the six-month period. However,
the Company does not anticipate a material impact on station operating income
for 1995 due to the impact of baseball broadcasting. On a "same station"
basis, station operating income excluding depreciation and amortization for the
1995 period was $12.7 million, an increase of $1.7 million or 15.5% from $11.0
million for the 1994 period.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
RESULTS OF OPERATIONS
THE SIX MONTHS ENDED JUNE 30, 1995 COMPARED TO THE SIX MONTHS
ENDED JUNE 30, 1994, Continued
Depreciation and amortization for the first six months of 1995 and 1994 was
$4.3 million and $4.7 million, respectively.
Operating income for the first six months of 1995 was $6.7 million, an increase
of $2.9 million or 73.9% from an operating income of $3.8 million during the
first six months of 1994.
Interest expense for the first six months of 1995 and 1994 was $0.2 million and
$0.3 million, respectively.
Net income for the first six months of 1995 was $4.3 million, compared to net
income of $2.2 million for the first six months of 1994. The 1995 period
includes a $2.9 million of income tax while the 1994 period includes $1.9
million of income tax expense.
THE THREE MONTHS ENDED JUNE 30, 1995 COMPARED TO THE THREE MONTHS
ENDED JUNE 30, 1994
Broadcast revenue for the second quarter of 1995 was $34.7 million, an increase
of $1.1 million or 3.3% from $33.6 million during the second quarter of 1994.
This increase resulted from an increase in advertising rates in both local and
national advertising and from the revenue generated at those properties owned
or operated during the 1995 second quarter but not during the comparable 1994
period. On a "same station" basis - reflecting results from stations operated
in the second quarter of both 1995 and 1994 - broadcast revenue for the 1995
and 1994 periods was $33.2 million and $33.1 million, respectively.
Agency commissions for the second quarter of 1995 were $3.8 million, an
increase of $0.2 million or 6.9% from $3.6 million during the second quarter of
1994 due to the increase in broadcast revenue.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
RESULTS OF OPERATIONS
THE THREE MONTHS ENDED JUNE 30, 1995 COMPARED TO THE THREE MONTHS
ENDED JUNE 30, 1994, Continued
Broadcast operating expenses for the second quarter of 1995 and 1994 were $22.2
million. These expenses increased as a result of expenses incurred at those
properties owned or operated during the 1995 second quarter but not during the
comparable 1994 period and, to a lesser extent, increased selling and other
payroll costs and programming costs. However, these increases were offset by a
decrease in broadcast rights' fees for professional baseball due to the loss of
the Atlanta Braves broadcast rights after the 1994 season. On a "same station"
basis, broadcast operating expenses for the 1995 period were 20.9 million, a
decrease of $0.4 million or 1.6% from $21.3 million for the 1994 period.
Station operating income excluding depreciation and amortization for the three
months ended June 30, 1995 was $8.7 million, an increase of $0.9 million or
12.0% from the $7.8 million for the three months ended June 30, 1994. The
strike-shortened Major League Baseball season in 1995 and the loss of the
Atlanta Braves broadcast rights after the 1994 season impacts the comparability
of broadcast revenue and operating expenses for the second quarter and will
also impact the third quarter. On a "same station" basis, station operating
income excluding depreciation and amortization for the 1995 period was $8.6
million, an increase of $0.3 million or 3.0% from $8.3 million for the 1994
period.
Depreciation and amortization for the second quarter of 1995 and 1994 was $2.2
million and $2.5 million, respectively.
Operating income for the second quarter of 1995 was $5.6 million, an increase
of $1.2 million or 29.0% from $4.4 million during the second quarter of 1994.
Interest expense for the second quarter of 1995 and 1994 was $0.1 million.
Net income for the second quarter of 1995 was $3.5 million, compared to net
income of $2.4 million reported by the Company for the second quarter of 1994.
The 1995 period includes $2.4 million of income tax expense while the 1994
period includes $2.1 million of income tax expense.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders
The Annual Meeting of Shareholders was held on May 17, 1995. At such meeting
the shareholders were asked to vote upon (1) a proposal to adopt the Jacor
Communications, Inc. 1995 Employee Stock Purchase Plan; (2) a proposed
amendment to the Jacor Communications, Inc. 1993 Stock Option Plan and (3) a
proposed amendment to the Company's Amended and Restated Articles of
Incorporation.
The specific matters voted upon and the results of the voting
were as follows:
(1) The proposal to adopt the Jacor Communications, Inc. 1995
Employee Stock Purchase Plan providing for the sale of up to
200,000 shares of the Company's Common Stock to Company employees:
Shares Voted "FOR" 16,051,449 (81.8%)
Shares Voted "AGAINST" 543,474
Shares "ABSTAINING" 3,811
(2) The proposal to amend the Jacor Communications, Inc. 1993
Stock Option Plan to increase the number of shares of the
Company's Common Stock eligible for issuance upon the exercise of
options granted under the Stock Option Plan from 1,519,218 shares to
2,769,218 shares:
Shares Voted "FOR" 15,979,603 (81.5%)
Shares Voted "AGAINST" 616,670
Shares "ABSTAINING" 2,461
(3) The proposal to amend the Company's Amended and Restated
Articles of Incorporation to clarify the Company's ability to purchase
and redeem its own shares:
Shares Voted "FOR" 16,387,554 (83.5%)
Shares Voted "AGAINST" 209,105
Shares "ABSTAINING" 2,075
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION, Continued
Item 4. Submission of Matters to Vote of Security Holders,
Continued
Each proposal received more than the required votes necessary for
approval by the Company's outstanding shares of common stock and was thereby
adopted.
The Company's shareholders also re-elected eight incumbent Directors of the
Company to serve for an additional one year term expiring at the 1996 Annual
Meeting of Shareholders.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Number Description Page
3 Amended and Restated Articles of
Incorporation of the Company (as
of August 8, 1995) 16
11 Statement re computation of consolidated
income per common share 20
27 Financial Data Schedule 21
99 Press Release dated August 2, 1995 22
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
JACOR COMMUNICATIONS, INC.
(Registrant)
DATED: August 10, 1995 BY /s/ R. Christopher Weber
R. Christopher Weber,
Senior Vice President and
Chief Financial Officer
EXHIBIT 3
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
JACOR COMMUNICATIONS, INC.
First: The name of said corporation shall be:
JACOR COMMUNICATIONS, INC.
Second: The place in Ohio where its principal office is to
be located is the City of Cincinnati, Hamilton County.
Third: The purpose or purposes for which the corporation is
formed are:
Any lawful act or activity for which corporations may be
formed under Sections 1701.01 through 1701.98, inclusive, of the Revised Code.
Fourth: The maximum aggregate number of shares which the corporation is
authorized to have outstanding is Forty-Four Million (44,000,000) shares,
divided into four classes. The first class consists of Twenty Million
(20,000,000) shares of Class A common stock, without par value. The second
class consists of Twenty Million (20,000,000) shares of Class B common stock,
without par value. The third class consists of Two Million (2,000,000) shares
of Class A preferred stock, without par value. The fourth class consists of
Two Million (2,000,000) shares of Class B preferred stock, without par value.
The preferred shares are senior to the common shares, and the common shares are
subject to the rights and preferences of the preferred shares as hereinafter
set forth.
(a) Dividends on Common Stock. So long as any preferred shares shall
remain outstanding, no dividend shall be declared or paid or any distribution
made on the common shares or on any other class of shares junior to the
preferred shares, and no shares of common or of any other class junior to the
preferred shares shall be purchased or retired, and no moneys shall be made
available for a sinking fund for such purpose unless dividends for all past
dividend periods shall have been paid or declared (and funds for the payment
thereof set apart) on all outstanding preferred shares of all series. Subject
to the above provisions, and not otherwise, dividends may be paid from time to
time on the common shares or other junior issues out of funds legally available
for the purpose as and when declared by the Board of Directors.
(b) Liquidation Rights. In the event of any liquidation, dissolution, or
winding up of the affairs of the corporation, whether voluntary or involuntary,
the holders of the preferred shares of each series shall be entitled to be paid
in full the liquidation price fixed by the Board of Directors for the
respective series at or before the time of issuance thereof, plus an additional
amount equal to any accrued unpaid dividends. All such payments or
distributions to or among the preferred shareholders are to be made before any
sum shall be paid to or distributed among the holders of the common shares.
Liquidation rights of different classes or series of preferred stock shall be
as determined by the Board of Directors pursuant to Article Fourth, Section (f)
below.
(c) Voting Rights. The holders of Class A common stock and Class A
preferred shares shall have full voting rights (provided that, except as
otherwise required by law, the Class A common shares and the Class A preferred
shares shall vote together and not separately). The holders of Class B
preferred shares shall not be entitled to vote at meetings of the shareholders
of the corporation or to receive notice of such meetings, except as otherwise
provided herein or as required by law or as lawfully fixed by the Board of
Directors with respect to each series of Class B preferred shares. The holders
of Class B common shares shall have no voting rights. Upon the occurrence of
the later of (i) the consent (which does not need to have become final) by the
Federal Communications Commission (the "FCC") to the transfer of control of the
corporation to Zell/Chilmark Fund L.P. ("Z-C") (unless the FCC does not consent
to the transfer of control of the corporation to Z-C, in which case this clause
(i) shall be satisfied by the FCC's consent to a transfer of control of the
corporation upon the sale by Z-C of its Class B common shares) and (ii) the
sale of the corporation's stock to Z-C by the corporation's creditors pursuant
to the Restructuring Agreement dated as of September 20, 1992, the Class B
common shares shall automatically be converted into Class A common stock on a
one shares for one share basis (the "Automatic Conversion"), and the former
holders of Class B common stock shall have the right to exchange their
certificates representing Class B common stock for certificates representing
Class A common stock. From the time of the Automatic Conversion forward, (x)
the Class B common stock shall cease to exist, without reducing the maximum
aggregate number of authorized shares which the corporation is authorized to
have outstanding, (y) the number of authorized shares allocated to the Class B
common stock shall become added to and become part of the authorized shares of
Class A common stock; and (z) the Class A common stock (which shall have
40,000,000 authorized shares) shall become retitled as "Common Stock." The
Board of Directors is authorized to adopt, without shareholder approval, an
amendment to these amended Articles and to file a certificate thereof pursuant
to the applicable law to reflect the changes described in (x), (y) and (z)
above.
(d) Preemptive Rights. No holder of shares of common or preferred stock
shall be entitled as a matter of right to subscribe for or purchase any part of
any new or additional issue of shares, or securities convertible into shares of
any kind whatsoever, whether now or hereafter authorized, and whether issued
for cash, property, services, by way of dividends, or otherwise.
(e) Conversion. Except as provided in Section (c) of this Article
Fourth, the holders of common stock shall have no right to convert their shares
to shares of any other class or any other series.
(f) Preferred Stock. The Board of Directors is authorized, subject to
any limitations prescribed by law, to provide from time to time for the
issuance of the shares of the Class A preferred stock and the Class B preferred
stock in series, and to adopt, without shareholder approval, an amendment to
these Articles and to file a certificate thereof pursuant to the applicable law
to establish the characteristics of each series including the following:
(1) Series. The number of shares of that series, which may
subsequently be increased or decreased (but not below the number of shares of
that series then outstanding) by resolution of the Board of Directors, and the
distinctive designation thereof;
(2) Dividends. The rights in respect of dividends on the shares of
that series, whether dividends shall be cumulative and, if so, from which date
or dates and the relative rights or priority, if any, of payment of dividends
on shares of that series and any limitations, restrictions or conditions on the
payment of dividends;
(3) Liquidation Rights. The relative amounts, and the relative
rights or priority, if any, of payment in respect of shares of that series,
which the holders of the shares of that series shall be entitled to receive
upon any liquidation, dissolution or winding up of the corporation;
(4) Redemption. The terms and conditions (including the price or
prices, which may vary under different conditions and at different redemption
dates), if any, upon which all or any part of the shares of that series may be
redeemed, and any limitations, restrictions or conditions on such redemption;
(5) Retirement. The terms, if any, of any purchase, retirement or
sinking fund to be provided for the shares of that series;
(6) Conversion. The terms, if any, upon which the shares of that
series shall be convertible into or exchangeable for shares of any other class,
classes or series, or other securities, whether or not issued by the
corporation;
(7) Restrictions on Indebtedness. The restrictions, limitations and
conditions, if any, upon issuance of indebtedness of the corporation so long as
any shares of that series are outstanding; and
(8) Miscellaneous. Any other preferences and relative,
participating, optional or other rights and limitations of that series not
inconsistent with law, the provisions of this Section (f) or any resolution of
the Board of Directors pursuant hereto (including preferences, rights and
limitations of that series relative to the common stock or other preferred
stock of the corporation).
Fifth: When authorized by the affirmative vote of a majority of the Board
of Directors of the Corporation, without the action or approval of the
shareholders of the Corporation, the Corporation may redeem, purchase or
contract to purchase, at any time and from time to time, shares of any class of
stock issued by the Corporation for such prices and upon and subject to such
terms and conditions as the Corporation's Board of Directors may determine.
Sixth: These Amended and Restated Articles of Incorporation supersede and
replace the existing Amended Articles of Incorporation.
<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
EXHIBIT 11
Computation of Consolidated Income Per Common Share
for the three months and six months ended June 30, 1995 and 1994
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Income for primary and
fully diluted computation:
Income $3,528,561 $2,374,259 $4,279,875 $ 2,153,816
Primary (1):
Weighted average common shares
and all other dilutive
securities:
Common stock 19,283,515 19,581,945 19,439,784 19,555,281
Stock purchase warrants 835,403 755,470 793,682 844,297
Stock options 742,204 733,696 721,220 775,513
Contingently issuable
common shares 300,000 300,000 300,000 300,000
21,161,122 21,371,111 21,254,686 21,475,091
Primary income per
common share $ .17 $ .11 $ .20 $ .10
<FN>
NOTES:
1. Fully diluted earnings per share is not presented since it
approximates primary income per share.
</TABLE>
EXHIBIT 99
Contact: Chris Weber
513/621-1300
or
Kirk Brewer
312/466-4042
JACOR REPORTS CONTINUING IMPROVEMENTS
IN OPERATIONS
CINCINNATI, August 2, 1995 - JACOR Communications, Inc. (NASDAQ: JCOR), owner
and operator of radio stations in six U.S. markets, today reported a 23-percent
increase in broadcast cash flow during the six months ended June 30,1995, and a
12-percent increase in broadcast cash flow for the second quarter of 1995.
Jacor's broadcast cash flow for the 1995 six-month period rose 23 percent
to $12.8 million from $10.4 million in the same six-month period of 1994.
Second quarter broadcast cash flow rose 12 percent to $8.7 million in 1995 from
$7.8 million in the same quarter of 1994. Net revenues for the six-month
period rose 10 percent to $54.9 million from $49.8 million in the 1994 period.
Second quarter 1995 net revenues rose 3 percent to $30.9 million from $30.0
million in the 1994 period. The strike-shortened Major League Baseball season
in 1995 and the loss of the Atlanta Braves broadcast rights after the 1994
season impacted the comparability of broadcast revenue and broadcast cash flow
for the six-month period and second quarter.
JACOR Communications, Inc. - Pg. 2
On a "same station" basis -- reflecting results from stations operated in
the first six months of both 1995 and 1994 -- Jacor's broadcast cash flow rose
15 percent to $12.7 million for the first six months of 1995 from $11.0 million
in the same period last year. Broadcast cash flow on a "same station" basis
for the second quarter of 1995 rose 3 percent to $8.6 million from $8.3 million
for the second quarter of 1994. On a same station basis, adjusted for the 1994
Atlanta Braves broadcast rights, Jacor's 1995 year-to-date and 1995 second
quarter broadcast cash flow rose 27 percent and 19 percent, respectively, over
those of the comparable 1994 periods.
The Company reported net income of $4.3 million or 20 cents per share,
during the first six months of 1995. Results for the same period last year
reflected net income of $2.2 million, or 10 cents per share. Net income for
the second quarter of 1995 was $3.5 million or 17 cents per share, an increase
of 49 percent from the net income of $2.4 million or 11 cents per share
reported by the Company for the second quarter of 1994.
Jacor Communications, Inc., headquartered in Cincinnati, is the nation's
eighth largest radio group. The Company plans to pursue growth through
continued acquisitions of complementary stations in its existing markets, and
radio groups or individual stations with significant presence in the top 25
markets.
<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
for the three months and six months ended June 30, 1995 and 1994
(UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Broadcast revenue $34,692,538 $33,588,971 $61,533,031 $55,631,688
Less agency commissions 3,826,238 3,578,752 6,650,548 5,839,440
Net revenue 30,866,300 30,010,219 54,882,483 49,792,248
Broadcast operating expenses 22,153,655 22,231,623 42,113,315 39,422,894
Broadcast cash flow (1) 8,712,645 7,778,596 12,769,168 10,369,354
Depreciation and amortization 2,228,136 2,487,786 4,340,107 4,715,768
Corporate general and
administrative expenses 856,503 926,298 1,740,529 1,808,237
Operating income 5,628,006 4,364,512 6,688,532 3,845,349
Interest expense (104,384) (136,928) (209,206) (290,474)
Other income, net 397,939 257,675 707,549 510,941
Income before income taxes 5,921,561 4,485,259 7,186,875 4,065,816
Income tax expense (2,393,000) (2,111,000) (2,907,000) (1,912,000)
Net income $ 3,528,561 $ 2,374,259 $ 4,279,875 $ 2,153,816
Net income per
common share $ .17 $ .11 $ .20 $ .10
Number of common shares used
in per share computations 21,161,122 21,371,111 21,254,686 21,475,091
<FNl
(1) Operating income before depreciation and amortization and corporate
general and administrative expenses.
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
EXHIBIT 27
Financial Data Schedule
for the six months ended June 30, 1995
Fiscal-Year-End December 31, 1995
Period-End June 30, 1995
Item Description Amount (1)
Cash and cash items 5,154
Marketable securities 0
Notes and accounts receivable-trade 25,283
Allowances for doubtful accounts 1,627
Inventory 0
Total current assets 34,309
Property, plant and equipment 31,571
Accumulated depreciation 5,714
Total assets 170,519
Total current liabilities 11,777
Bonds, mortgages and similar debt 4,000
Preferred stock-mandatory redemption 0
Preferred stock-no mandatory redemption 0
Common stock 1,878
Other stockholders' equity 140,392
Total liabilities and stockholders' equity 170,519
Net sales of tangible products 0
Total revenues 61,533
Cost of tangible goods sold 0
Total costs and expenses applicable to
sale and revenues 48,764
Other costs and expenses 6,080
Provision for doubtful accounts and notes 555
Interest and amortization of debt discount 0
Income before taxes and other items 7,187
Income tax expense 2,907
Income/loss continuing operations 0
Discontinued operations 0
Extraordinary items 0
Cumulative effect - changes in accounting
principles 0
Net income 4,280
Earnings per share - primary .20
Earnings per share - fully diluted .20
(1) Dollars in thousands except per share amounts.
</TABLE>
