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 March 31, 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 April 27, 1995, 19,616,279 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 March 31, 1995 and December 31,
1994 3
Condensed Consolidated Statements of
Operations for the three months ended
March 31, 1995 and 1994 4
Condensed Consolidated Statements of
Cash Flows for the three months ended
March 31, 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 7
PART II. Other Information
Item 6. - Exhibits and Reports on Form 8-K 11
Signatures 12
<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
March 31, December 31,
1995 1994
(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 32,664,911 $ 26,974,838
Accounts receivable, less allowance for
doubtful accounts of $1,488,000 in 1995
and $1,348,000 in 1994 19,432,951 24,500,652
Other current assets 5,413,944 4,650,301
Total current assets 57,511,806 56,125,791
Property and equipment, net 22,749,049 22,628,841
Intangible assets, net 88,114,972 89,543,301
Other assets 5,385,569 5,281,422
Total assets $173,761,396 $173,579,355
LIABILITIES
Current liabilities:
Accounts payable $ 2,473,872 $ 2,723,717
Accrued payroll 1,438,909 3,274,902
Accrued federal, state and
local income tax 2,634,783 2,092,616
Other current liabilities 4,319,393 3,397,117
Total current liabilities 10,866,957 11,488,352
Other liabilities 3,816,174 3,869,567
Deferred tax liability 9,127,456 9,177,456
Total liabilities 23,810,587 24,535,375
SHAREHOLDERS' EQUITY
Common stock, no par value, $.10 per share
stated value 1,961,629 1,959,038
Additional paid-in capital 137,557,763 137,404,815
Common stock warrants 390,144 390,167
Retained earnings 10,041,273 9,289,960
Total shareholders' equity 149,950,809 149,043,980
Total liabilities and
shareholders' equity $173,761,396 $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 ended March 31, 1995 and 1994
(UNAUDITED)
<CAPTION>
1995 1994
<S> <C> <C>
Broadcast revenue $ 26,840,493 $22,042,717
Less agency commissions 2,824,310 2,260,688
Net revenue 24,016,183 19,782,029
Broadcast operating expenses 19,959,660 17,191,271
Depreciation and amortization 2,111,971 2,227,982
Corporate general and
administrative expenses 884,026 881,939
Operating income (loss) 1,060,526 (519,163)
Interest expense (104,822) (153,546)
Other income, net 309,610 253,266
Income (loss) before
income taxes 1,265,314 (419,443)
Income tax (expense) benefit (514,000) 199,000
Net income (loss) $ 751,314 $ (220,443)
Net income (loss) per
common share $ 0.04 $ (0.01)
Number of common shares used in per
share computations 21,347,440 19,528,320
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 three months ended March 31, 1995 and 1994
(UNAUDITED)
<CAPTION>
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 751,314 $ (220,443)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation 686,522 628,264
Amortization of intangibles 1,425,449 1,599,718
Provision for losses on accounts
and notes receivable 277,892 255,869
Deferred income tax provision (benefit) (50,000) 18,000
Other (198,570) (212,103)
Change in current assets and current
liabilities net of effects of
acquisitions:
Decrease in accounts receivable 4,844,835 3,415,682
Increase in other current assets (767,393) (1,565,323)
Increase (decrease) in accounts
payable (273,728) 501,592
Decrease in accrued payroll,
accrued interest and other
current liabilities (371,551) (2,039,399)
Net cash provided by operating activities 6,324,770 2,381,857
Cash flows from investing activities:
Payment received on notes receivable 300,000
Capital expenditures (707,183) (370,119)
Cash paid for acquisitions (1,458,647)
Loans originated and other (33,029) (2,762,143)
Net cash used by investing activities (740,212) (4,290,909)
Cash flows from financing activities:
Proceeds from issuance of common stock 155,515 290,514
Payment of restructuring expenses (50,000) (19,729)
Net cash provided by financing activities 105,515 270,785
Net increase (decrease) in cash and cash
equivalents 5,690,073 (1,638,267)
Cash and cash equivalents at
beginning of period 26,974,838 28,617,599
Cash and cash equivalents at end of period $ 32,664,911 $26,979,332
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 three months ended March 31, 1995
is based on the weighted average number of common shares
outstanding and gives effect to both dilutive stock
options and dilutive stock purchse warrants during the
period. Fully diluted earnings per share is not presented
since it approximates primarily earnings per share.
Loss per share for the three months ended March 31, 1994
is based on the weighted average number of shares of
common stock outstanding. The Company's common stock
equivalents were anti-dilutive and, therefore, were not
included in the computation.
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. The $27.0 million of cash and cash
equivalents together with the funds available under the Company's
Credit Agreement, as amended, are available to finance
acquisitions of radio groups and/or radio stations and for
general corporate purposes.
The Company's Credit Agreement provides for a senior secured
reducing revolving credit facility with a commitment of $45
million ($42.0 million at March 31, 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 $3.0 million as of
March 31, 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 6.19%.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
LIQUIDITY AND CAPITAL RESOURCES, Continued
During the quarter ended March 31, 1995, the Company, through its
subsidiaries, made capital expenditures of approximately $0.7
million. The Company expects to make acquisitions, loans and
capital expenditures in the range of $24 million to $27 million
for the remainder of the year ended December 31, 1995.
Management believes that its existing cash balances, 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 $6.3 million and $2.4 million for the first three
months of 1995 and 1994, respectively. The net cash provided of
$6.3 million for the first quarter of 1995 results primarily from
the add back of depreciation and amortization expense to net
income together with the cash generated from the change in
working capital for the period. The net cash provided of $2.4
million for the first quarter of 1994 results primarily from the
add back of depreciation and amortization expense to the net loss
of $0.2 million. Cash flows used by investing activities were
($0.7) million and ($4.3) million for the first quarter of 1995
and 1994, respectively. The net cash used of $($0.7) million by
investing activities for the first quarter of 1995 results
primarily from payments made for capital expenditures. The net
cash used of ($4.3) million by investing activities for the first
quarter of 1994 results from payments made for acquisitions,
loans and capital expenditures. Cash flows provided by financing
activities were $0.1 million and $0.3 million for the first three
months of 1995 and 1994, respectively, principally due to the
proceeds from the issuance of additional common stock.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
RESULTS OF OPERATIONS
THE THREE MONTHS ENDED MARCH 31, 1995 COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 1994
Broadcast revenue for the first quarter of 1995 was $26.8
million, an increase of $4.8 million or 21.8% from $22.0 million
during the first 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 first quarter but not during
the comparable 1994 period.
Agency commissions for the first quarter of 1995 were $2.8
million, an increase of $0.5 million or 24.9% from $2.3 million
during the first quarter of 1993 due to the increase in broadcast
revenue.
Broadcast operating expenses for the first quarter of 1995 were
$20.0 million, an increase of $2.8 million or 16.1% from $17.2
million during the first quarter of 1994. These expenses
increased as a result of expenses incurred at those properties
owned or operated during the 1995 first quarter but not during
the comparable 1994 period and, to a lesser extent, increased
selling and other payroll costs and programming costs.
Station operating income excluding depreciation and amortization
for the three months ended March 31, 1995 was $4.1 million, an
increase of $1.5 million or 56.6% from the $2.6 million for the
three months ended March 31, 1994. The strike-shortened Major
League Baseball season in 1995 and the loss of the Atlanta Braves
broadcast rights after the 1994 season will impact the
comparability of broadcast revenue and operating expenses for the
second and third quarters. However, the Company does not
anticipate a material impact on station operating income for 1995
due to the impact of baseball broadcasting.
Depreciation and amortization for the first quarter of 1995 and
1994 was $2.1 million and $2.2 million, respectively.
Operating income for the first quarter of 1995 was $1.1 million,
a $1.6 million improvement from an operating loss of $0.5 million
during the first quarter of 1994.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
RESULTS OF OPERATIONS
THE THREE MONTHS ENDED MARCH 31, 1995 COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 1994, Continued
Interest expense for the first quarter of 1995 and 1994 was $0.1
million and $0.2 million, respectively.
Net income for the first quarter of 1995 was $0.8 million,
compared to a net loss of $0.2 million reported by the Company
for the first quarter of 1994. The 1994 period includes a $0.2
million tax benefit while the 1995 period includes $0.5 million
of income tax expense.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Number Description Page
11 Statement re computation of consolidated
income (loss) per common share 13
27 Financial Data Schedule 14
99 Press Release dated April 19, 1995 15
(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: April 27, 1995 BY /s/ R. Christopher Weber
R. Christopher Weber,
Senior Vice President and
Chief Financial Officer
<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
EXHIBIT 11
Computation of Consolidated Income (Loss) Per Common Share
for the three months ended March 31, 1995 and 1994
<CAPTION>
1995 1994
<S> <C> <C>
Income (loss) for primary
diluted computation:
Income (loss) $ 751,314 $ (220,443)
Primary (1):
Weighted average common
shares and dilutive common
stock equivalents:
Common stock 19,597,789 19,528,320
Stock purchase warrants 749,223 (2)
Stock options 700,428 (2)
Contingently issuable
common shares 300,000
21,347,440 19,528,320
Primary net income
(loss) per common share $ 0.04 $ (0.01)
</TABLE>
[FN]
NOTES:
1. Fully diluted loss per share is not presented since it
approximates primary loss per share.
2. The effect on primary and fully diluted loss per share of
outstanding common stock equivalents was antidilutive.
EXHIBIT 99
JACOR REPORTS SIGNIFICANT IMPROVEMENTS IN OPERATIONS
CINCINNATI, April 19 - Jacor Communications, Inc. (NASDAQ-JCOR),
owner and operator of radio stations in six U.S. markets, today
reported a 57-percent increase in broadcast cash flow during the
quarter ended March 31, 1995.
Jacor's first-quarter broadcast cash flow rose to $4.1 million in
1995 from $2.6 million in the same quarter of 1994. First-
quarter net revenues rose 21 percent to $24.0 million from $19.8
million in the 1994 period.
On a "same station" basis - reflecting results from stations
operated in the first quarter of both 1995 and 1994 - Jacor's
broadcast cash flow rose 54 percent to $4.1 million for the first
quarter of 1995 from $2.7 million in the same period last year.
The company reported net income of $0.8 million, or 4 cents per
share, during the first three months of 1995. Results for the
same period last year reflected a net loss of ($0.2 million), or
(1 cent) per share.
Jacor Communications, Inc., headquartered in Cincinnati, is the
nations 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.
CONTACT: Chris Weber
513/621-1300
OR
Kirk Brewer
312/466-4096
<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended March 31, 1995 and 1994
(UNAUDITED)
<CAPTION>
1995 1994
<S> <C> <C>
Broadcast revenue $ 26,840,493 $ 22,042,717
Less agency commission 2,824,310 2,260,688
Net revenue 24,016,183 19,782,029
Broadcast operating expenses 19,959,660 17,191,271
Broadcast cash flow (1) 4,056,523 2,590,758
Depreciation and amortization 2,111,971 2,227,982
Corporate general and
administrative expenses 884,026 881,939
Operating income (loss) 1,060,526 (519,163)
Interest expense (104,822) (153,546)
Other income, net 309,610 253,266
Income (loss) before
income taxes 1,265,314 (419,443)
Income tax (expense) benefit (514,000) 199,000
Net income (loss) $ 751,314 $ (220,443)
Net income (loss) per
common share $ 0.04 $(0.01)
Number of common shares used
in per share computations 21,347,440 19,528,320
</TABLE>
[FN]
(1) Operating income before depreciation and amortization and
corporate general and administrative expenses.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 32,665
<SECURITIES> 0
<RECEIVABLES> 21,021
<ALLOWANCES> 1,488
<INVENTORY> 0
<CURRENT-ASSETS> 57,512
<PP&E> 27,907
<DEPRECIATION> 5,158
<TOTAL-ASSETS> 173,761
<CURRENT-LIABILITIES> 10,867
<BONDS> 0
<COMMON> 1,962
0
0
<OTHER-SE> 147,989
<TOTAL-LIABILITY-AND-EQUITY> 173,761
<SALES> 0
<TOTAL-REVENUES> 26,840
<CGS> 0
<TOTAL-COSTS> 22,784
<OTHER-EXPENSES> 2,996
<LOSS-PROVISION> 278
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,265
<INCOME-TAX> 514
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 751
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
