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, 1997
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.
A Delaware Corporation Employer Identification
No. 31-0978313
50 East RiverCenter Blvd.
12th Floor
Covington, Kentucky 41011
Telephone (606) 655-2267
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 May 1, 1997, 34,894,320 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, 1997 and December 31,
1996 3
Condensed Consolidated Statements of
Operations for the three months ended
March 31, 1997 and 1996 4
Condensed Consolidated Statements of
Cash Flows for the three months ended
March 31, 1997 and 1996 5
Notes to Condensed Consolidated Financial
Statements 6
Item 2. - Management's Discussion and Analysis
of Financial Condition and Results of
Operations 10
PART II. Other Information
Item 6. - Exhibits and Reports on Form 8-K 17
Signatures 19
<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<CAPTION>
March 31, December 31,
1997 1996
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 12,418 $ 78,137
Accounts receivable, less allowance for
doubtful accounts of $4,265 in 1997
and $3,950 in 1996 86,326 79,502
Prepaid expenses and other current assets 17,081 8,963
Total current assets 115,825 166,602
Property and equipment, net 157,631 131,488
Intangible assets, net 1,531,138 1,290,172
Other assets 87,827 116,680
Total assets $ 1,892,421 $1,704,942
LIABILITIES
Current liabilities:
Accounts payable, accrued expenses
and other current liabilities $ 65,496 $ 55,532
Long-term debt, current portion 8,500
Total current liabilities 73,996 55,532
Long-term debt, net of current portion 688,500 670,000
5 1/2% Liquid Yield Option Notes 120,183 118,682
Other liabilities 111,035 108,914
Deferred tax liability 302,884 264,878
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred Stock, authorized and unissued
4,000,000 shares - -
Common Stock, no par value, $0.01 per share
stated value; authorized 100,000,000
shares, issued and outstanding shares:
34,834,780 in 1997 and 31,287,221 in 1996 348 313
Additional paid-in capital 538,564 432,721
Common stock warrants 31,500 26,500
Unrealized gain on investments 8,191 2,042
Retained earnings 17,220 25,360
Total shareholders' equity 595,823 486,936
Total liabilities and
shareholders' equity $ 1,892,421 $1,704,942
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, 1997 and 1996
(in thousands, except per share data)
<CAPTION>
1997 1996
<S> <C> <C>
Broadcast revenue $100,153 $ 33,572
Less agency commissions 11,325 3,498
Net revenue 88,828 30,074
Broadcast operating expenses 67,305 23,870
Depreciation and amortization 13,369 2,619
Corporate general and
administrative expenses 2,762 1,139
Operating income 5,392 2,446
Interest expense (17,176) (2,111)
Gain on sale of assets 4,695 2,539
Other income, net 405 227
(Loss) income before income taxes
and extraordinary loss (6,684) 3,101
Income tax benefit (expense) 4,100 (1,259)
(Loss) income before extraordinary
loss (2,584) 1,842
Extraordinary loss, net of income
tax benefit (5,556) (951)
Net (loss) income $ (8,140) $ 891
Net (loss) income per common share:
Before extraordinary loss $ (0.08) $ 0.09
Extraordinary loss (0.16) (0.05)
Net (loss) income per common share $ (0.24) $ 0.04
Number of common shares used in per
share computations 34,085 20,503
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, 1997 and 1996
(in thousands)
<CAPTION>
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net cash provided by operating activities 4,503 4,027
Cash flows from investing activities:
Capital expenditures (4,860) (3,437)
Cash paid for acquisitions (136,190) (48,100)
Proceeds from News Corp. Warrants sale 44,495 -
Proceeds from sale of radio stations - 6,454
Purchase of Noble warrant - (52,775)
Loans made in conjunction with acquisitions - (41,625)
Other - (841)
Net cash used by investing activities (96,555) (140,324)
Cash flows from financing activities:
Proceeds from issuance of long-term debt 77,000 190,000
Proceeds from issuance of common stock - 496
Repayment of long-term debt (50,000) (52,000)
Payment of finance cost (667) (3,697)
Other - (50)
Net cash provided by financing activities 26,333 134,749
Net decrease in cash and cash equivalents (65,719) (1,548)
Cash and cash equivalents at
beginning of period 78,137 7,437
Cash and cash equivalents at end of period $ 12,418 $ 5,889
Supplemental schedule of non-cash investing
and financing activities:
Common shares issued in acquisitions $105,900
Warrants issued in acquisitions 5,000
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
1. FINANCIAL STATEMENTS
The December 31, 1996 condensed consolidated balance sheet data
was derived from audited financial statements, but does not
include all disclosures required by generally accepted accounting
principles. 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, 1996 and the notes thereto.
2. ACQUISITIONS AND DISPOSITIONS
Completed Radio Station Acquisitions
In January 1997, the Company acquired the FCC licenses and
broadcast assets of KIDO-AM and KLTB-FM in Boise, Idaho and KARO-
FM in Caldwell, Idaho for a purchase price of $11.0 million from
Colfax Communications, Inc.
In February 1997, the Company purchased certain assets, a
construction permit and related real estate for unconstructed
radio station WEDD-FM in Englewood, Florida for an aggregate of
$0.8 million from Sarasota-Charlotte Broadcasting Corporation.
Also in February 1997, the Company acquired Regent Communications,
Inc. for an approximate aggregate value of $179.9 million, which
included (i) the issuance of approximately 3.55 million shares of
common stock valued at $105.9 million, (ii) the issuance of
warrants to acquire 500,000 shares of common stock at $40 per
share valued at $5.0 million, (iii) the repayment of approximately
$64.0 million in debt, and (iv) approximately $5.0 million in
cash. Regent owned, operated or represented 19 radio stations
located in Kansas City, Salt Lake City, Las Vegas, Louisville, and
Charleston.
In March 1997, the Company acquired the FCC licenses and broadcast
assets of WHO-AM and KLYF-FM in Des Moines and WMT-AM and WMT-FM
in Cedar Rapids for a purchase price of $52.5 million in cash from
Palmer Broadcasting Limited Partnership.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. ACQUISITIONS AND DISPOSITIONS, Continued
All of the above acquisitions have been accounted for as
purchases. The excess cost over the fair value of net assets
acquired is being amortized over 40 years. The results of
operations of the acquired businesses are included in the
Company's financial statements since the respective dates of
acquisition. Assuming each of the first quarter 1997 and 1996
acquisitions had taken place at the beginning of 1996, unaudited
pro forma consolidated results of operations would have been as
follows:
Pro Forma (Unaudited)
Quarter Ended March 31,
1997 1996
Net revenue $ 118,360 $ 107,902
Net loss (4,665) (9,043)
Net loss per common share ($0.11) ($0.21)
Recently Completed Radio Station Acquisitions and Dispositions
In April 1997, Jacor acquired the FCC licenses of WIOT-FM and WCWA-
AM in Toledo, Ohio and the real estate and transmission facilities
necessary to operate the stations for a purchase price of $13.0
million.
In April 1997, Jacor exchanged the assets of two radio stations in
Phoenix, KSLX-AM and KSLX-FM, for the assets of two radio stations
in San Diego, KGB-FM and KPOP-AM. The assets exchanged were
valued at approximately $45.0 million.
In April 1997, Jacor exchanged the FCC licenses and broadcast
assets of WKRQ-FM, licensed to Cincinnati, for the assets of WVOR-
FM, WHAM-AM and WHTK-AM, licensed to Rochester, New York, and
$16.0 million.
In April 1997, Jacor acquired the FCC licenses and broadcast
assets of WNVE-FM in Rochester, New York for a purchase price of
$5.5 million.
In April 1997, Jacor acquired the FCC licenses and broadcast
assets of: (i) WIMA-AM and WIMT-FM, licensed in Lima, Ohio, (ii)
WBUK-FM, licensed to Ft. Shawnee, Ohio, and (iii) the construction
permit for WLVZ-FM, licensed to St. Mary's, Ohio, for an aggregate
purchase price of $6.5 million.
In April 1997, Jacor purchased the FCC licenses and broadcast
assets of KBGO-FM in Las Vegas for $3.0 million in cash, pursuant
to an agreement originally entered into by Regent Communications,
Inc. prior to the closing of the Regent transaction.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. ACQUISITIONS AND DISPOSITIONS, Continued
Recently Completed Radio Station Acquisitions and Dispositions
In May 1997, Jacor acquired the FCC licenses of WSPB-AM, WSRZ-FM
and WYNF-FM in Sarasota, Florida and purchased leasehold interests
in real estate and transmission facilities necessary to operate
the stations for a purchase price of $12.9 million.
In May 1997, Jacor acquired the FCC licenses and broadcast assets
of WAZU-FM (formerly WAHC-FM), licensed to Circleville, Ohio and
WHQK-FM (formerly WAKS-FM), licensed to Marysville, Ohio, for
approximately $8.3 million.
In May 1997, Jacor acquired the FCC license and broadcast assets
of radio station KOTK-AM in Portland, Oregon, for a purchase price
of $8.3 million.
Pending Radio Station Acquisitions and Dispositions
The Company has also entered into agreements to purchase the FCC
licenses and substantially all of the broadcast assets of 33
stations in the following broadcast areas:
Total Escrow
Purchase Amount
Location Price Paid
San Diego, California $ 27.0 $ 3.7
Lexington and Georgetown, Kentucky 24.1 1.2
Greeley and Ft. Collins, Colorado 7.2 3.6
Sebring, Florida 0.2 -
Lexington, Louisville, and
Munfordville, Kentucky 10.5 0.7
Irondequoit, Canadaigua and
Honeoye Falls, New York 7.0 0.3
Spanish Fork, Utah 4.5 0.1
Santa Barbara and Carpinteria,
California 15.0 0.3
Cleveland, Ohio 46.0 -
Cheyenne, Wyoming 5.5 0.8
Sandusky, Ohio 7.7 0.5
Garden City and Eagle, Idaho 8.0 8.0
Salt Lake City, Utah 1.2 0.1
Total $163.9 $ 19.3
In the second quarter of 1997, Jacor entered into a binding
agreement to sell KCBQ-AM, San Diego, WEZL-FM and WXLY-FM,
Charleston, SC, and WXZZ-FM, Lexington to JS Communications, Inc.
for $23.0 million.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. ACQUISITIONS AND DISPOSITIONS, Continued
Pending and Completed Syndication and Other Acquisitions
In April 1997, the Company acquired substantially all of the
assets relating to the broadcast distribution and related print
and electronic media publishing businesses of EFM Media
Management, for $50.0 million.
In April 1997, Jacor purchased the assets of NSN Network Services,
a leading provider of satellite and network services for the radio
broadcasting industry, for $11.0 million, consisting of
approximately $9.3 million in cash and $1.7 million in shares of
Jacor common stock.
Also in April 1997, the Company acquired the assets of Airwatch
Communications, Inc. and Airtraffic Communications, Inc. for a
purchase price of approximately $18.0 million.
Additionally, in April 1997, Jacor entered into an agreement to
acquire Premiere Radio Networks, Inc. (the "Merger Agreement") for
aggregate consideration of approximately $185.8 million. The
Premiere stockholders will receive $13.50 in cash and .1525424
shares of Jacor common stock for each outstanding share of
Premiere common stock. The Merger Agreement consideration is
subject to adjustment if the agreement is not consummated by July
31, 1997 or, if the average closing price of Jacor common stock
for the 10 trading days prior to consummation of the agreement is
less than $26.50 or more than $32.50.
3. OTHER ASSETS
The Company's investment in the News Corp. Warrants was sold in
February 1997 for $44.5 million and the Company recorded a pretax
gain of $4.7 million.
4. RECENTLY ISSUED ACCOUNTING STANDARDS
In March 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share". The Company will implement the Statement in the fourth
quarter 1997. Diluted Earnings Per Share, as defined by the
Statement, is expected to approximate the Company's fully diluted
Earnings Per Share, as currently calculated. The Company will
also be required to present basic earnings per share, which will
be calculated using the weighted average shares of common stock
outstanding for the reporting period without giving effect to
outstanding options, warrants or other potentially dilutive
securities.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
GENERAL
The following discussion should be read in conjunction with the
financial statements beginning on page 3.
In the following analysis, management discusses station operating
income excluding depreciation and amortization. Station operating
income excluding depreciation and amortization should not be considered
in isolation from, or as a substitute for, operating income, net income
or cash flow and other consolidated income or cash flow statement data
computed in accordance with generally accepted accounting principles or
as a measure of the Company's profitability or liquidity. Although
this measure of performance is not calculated in accordance with
generally accepted accounting principles, it is widely used in the
broadcasting industry as a measure of a company's operating performance
because it assists in comparing station performance on a consistent
basis across companies without regard to depreciation and amortization,
which can vary significantly depending on accounting methods
(particularly where acquisitions are involved) or non-operating factors
such as historical cost bases. Station operating income excluding
depreciation and amortization also excludes the effect of corporate
general and administrative expenses, which generally do not relate
directly to station performance.
LIQUIDITY AND CAPITAL RESOURCES
Radio Station Acquisitions completed during the three months ended
March 31, 1997
In the first quarter of 1997, the Company completed acquisitions of 26
radio stations in 9 different broadcast areas for aggregate
consideration of approximately $244 million, net of $5.8 million placed
in escrow in 1996. The purchase price was funded through borrowings of
$77 million under the Credit Facility, proceeds of $44.5 million from
the sale of certain investments, the issuance of 3.55 million shares of
Jacor common stock valued at $105.9 million, the issuance of warrants
to acquire 500,000 shares of Jacor common stock valued at $5.0 million
and the utilization of approximately $6 million in excess cash. The
following is a description of the completed transactions:
In January 1997, the Company acquired the FCC licenses and broadcast
assets of KIDO-AM and KLTB-FM in Boise, Idaho and KARO-FM in Caldwell,
Idaho for a purchase price of $11.0 million from Colfax Communications,
Inc., of which $0.5 million was placed in escrow in 1996.
In February 1997, the Company purchased certain assets, a construction
permit and related real estate for unconstructed radio station WEDD-FM
in Englewood, Florida for an aggregate of $0.8 million from Sarasota-
Charlotte Broadcasting Corporation.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES, Continued
Also in February 1997, the Company acquired Regent Communications, Inc.
for an approximate aggregate value of $179.9 million, which included
(i) the issuance of approximately 3.55 million shares of common stock
valued at $105.9 million, (ii) the issuance of warrants to acquire
500,000 shares of common stock at $40 per share valued at $5.0 million,
(iii) the repayment of approximately $64.0 million in debt, and (iv)
approximately $5.0 million in cash. Regent owned, operated or
represented 19 radio stations located in Kansas City, Salt Lake City,
Las Vegas, Louisville, and Charleston.
In March 1997, the Company acquired the FCC licenses and broadcast
assets of WHO-AM and KLYF-FM in Des Moines and WMT-AM and WMT-FM in
Cedar Rapids for a purchase price of $52.5 million in cash from Palmer
Broadcasting Limited Partnership, of which $5.2 million was placed in
escrow in 1996.
Recently Completed Radio Station Acquisitions and Dispositions
In the second quarter of 1997, the Company completed acquisitions of 16
radio stations in 11 broadcast areas for aggregate consideration of
approximately $57.5 million, of which approximately $17.0 million was
placed in escrow. The Company also exchanged one radio station for
three additional stations plus $16 million in cash. The acquisitions
were funded primarily from borrowings under the Credit Facility. The
following is a description of the transactions:
In April 1997, Jacor acquired the FCC licenses of WIOT-FM and WCWA-AM
in Toledo, Ohio and the real estate and transmission facilities
necessary to operate the stations for a purchase price of $13.0
million.
In April 1997, Jacor exchanged the assets of two radio stations in
Phoenix, KSLX-AM and KSLX-FM, for the assets of two radio stations in
San Diego, KGB-FM and KPOP-AM. The assets exchanged were valued at
approximately $45.0 million.
In April 1997, Jacor exchanged the FCC licenses and broadcast assets of
WKRQ-FM, licensed to Cincinnati, for the assets of WVOR-FM, WHAM-AM and
WHTK-AM, licensed to Rochester, New York, and $16.0 million.
In April 1997, Jacor acquired the FCC licenses and broadcast assets of
WNVE-FM in Rochester, New York for a purchase price of $5.5 million.
In April 1997, Jacor acquired (i) WIMA-AM and WIMT-FM, licensed in
Lima, Ohio, (ii) WBUK-FM, licensed to Ft. Shawnee, Ohio, and (iii) the
construction permit for WLVZ-FM, licensed to St. Mary's, Ohio, for an
aggregate purchase price of $6.5 million.
In April 1997, Jacor purchased the FCC licenses and broadcast assets of
KBGO-FM in Las Vegas for $3.0 million in cash, pursuant to an agreement
originally entered into by Regent Communications, Inc. prior to the
closing of the Regent transaction.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES, Continued
Recently Completed Radio Station Acquisitions and Dispositions
In May 1997, Jacor acquired the FCC licenses of WSPB-AM, WSRZ-FM and
WYNF-FM in Sarasota, Florida and purchased leasehold interests in real
estate and transmission facilities necessary to operate the stations
for a purchase price of $12.9 million.
In May 1997, Jacor acquired the FCC licenses and other broadcast assets
of WAZU-FM (formerly WAHC-FM), licensed to Circleville, Ohio and WHQK-
FM (formerly WAKS-FM), licensed to Marysville, Ohio, for approximately
$8.3 million.
In May 1997, Jacor acquired the FCC license and broadcast assets of
radio station KOTK-AM in Portland, Oregon, for a purchase price of $8.3
million.
Pending Radio Station Acquisitions and Dispositions
The Company has also entered into agreements which have not yet been
consummated to purchase the FCC licenses and substantially all of the
broadcast assets of 33 stations in the following broadcast areas:
Total Escrow
Purchase Amount
Location Price Paid
San Diego, California $ 27.0 $ 3.7
Lexington and Georgetown, Kentucky 24.1 1.2
Greeley and Ft. Collins, Colorado 7.2 3.6
Sebring, Florida 0.2 -
Lexington, Louisville, and
Munfordville, Kentucky 10.5 0.7
Irondequoit, Canadaigua and
Honeoye Falls, New York 7.0 0.3
Spanish Fork, Utah 4.5 0.1
Santa Barbara and Carpinteria,
California 15.0 0.3
Cleveland, Ohio 46.0 -
Cheyenne, Wyoming 5.5 0.8
Sandusky, Ohio 7.7 0.5
Garden City and Eagle, Idaho 8.0 8.0
Salt Lake City, Utah 1.2 0.1
Total $163.9 $ 19.3
In the second quarter of 1997, Jacor entered into a binding agreement
to sell KCBQ-AM, San Diego, WEZL-FM and WXLY-FM, Charleston, SC, and
WXZZ-FM, Lexington to JS Communications, Inc. for $23.0 million.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES, Continued
Pending and Completed Syndication and Other Acquisitions
In April 1997, the Company acquired substantially all of the assets
relating to the broadcast distribution and related print and electronic
media publishing businesses of EFM Media Management, for $50.0 million
in cash.
In April 1997, Jacor purchased the assets of NSN Network Services, a
leading provider of satellite and network services for the radio
broadcasting industry, for $11.0 million, consisting of $9.3 million in
cash and $1.7 million in shares of Jacor common stock.
Also in April 1997, the Company acquired the assets of Airwatch
Communications, Inc. and Airtraffic Communications, Inc. for a purchase
price of approximately $18.0 million in cash.
Additionally, in April 1997, Jacor entered into an agreement to acquire
Premiere Radio Networks, Inc. (the "Merger Agreement") for aggregate
consideration of approximately $185.8 million. The Premiere
stockholders will receive $13.50 in cash and .1525424 shares of Jacor
common stock for each outstanding share of Premiere common stock. The
Merger Agreement consideration is subject to adjustment if the
agreement is not consummated by July 31, 1997 or, if the average
closing price of Jacor common stock for the 10 trading days prior to
consummation of the agreement is less than $26.50 or more than $32.50.
Pending Acquisition Financing
As of May 1, 1997, the Company had approximately $562 million of
outstanding indebtedness under the Credit Facility, which includes all
borrowings necessary to fund the recently completed transactions, and
available borrowings of $188 million. The Company will finance the
pending acquisitions utilizing available borrowings under the Credit
Facility, to the extent available, and proceeds from a proposed
offering of equity securities under the omnibus shelf registration
statement. The Company estimates, after completion of an offering and
the completion of all the pending acquisitions, outstanding borrowings
under the Credit Facility of approximately $628 million. The Company
believes that various additional sources are also available to fund
future acquisitions. Such sources include the issuance of additional
equity and or debt securities of the Company.
Credit Facilities and Other
In June 1996, the Company entered into a new credit facility (the
"Credit Facility") which provided availability of $600 million. During
February 1997, the Credit Facility was amended resulting in expanded
availability of up to $750 million. The Credit Facility provides loans
to Jacor in three components: (i) a reducing revolving credit facility
of up to $450 million under which the aggregate commitments would
reduce on a semi-annual basis commencing in June 1999; (ii) a $200
million amortizing term loan that would reduce on a semi-annual basis
commencing in December 1997; and (iii) a $100 million amortizing term
loan that would reduce on a semi-annual basis commencing in December
1998. As of April 1997, the average interest rate on Credit Facility
borrowings was 7.125%.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES, Continued
The issuance of additional debt would negatively impact the Company's
debt-to-equity ratio and its results of operations and cash flows due
to higher amounts of interest expense. Any issuance of additional
equity would soften this impact to some extent.
RESULTS OF OPERATIONS
The Three Months Ended March 31, 1997 Compared to the Three Months
Ended March 31, 1996
Broadcast revenue for the first quarter of 1997 was $100.2 million, an
increase of $66.6 million or 198.2% from $33.6 million during the first
quarter of 1996. This increase resulted from the revenue generated at
those properties owned or operated during the first quarter of 1997 but
not during the comparable 1996 period. On a "same station" basis -
reflecting results from stations operated in the first quarter of both
1997 and 1996 - broadcast revenue for 1997 was $35.8 million, an
increase of $4.7 million or 15.1% from $31.1 million for 1996. This
increase resulted from an increase in advertising rates in both local
and national advertising.
Agency commissions for the first quarter of 1997 were $11.3 million, an
increase of $7.8 million or 223.8% from $3.5 million during the first
quarter of 1996 due to the increase in broadcast revenue.
Broadcast operating expenses for the first quarter of 1997 were $67.3
million, an increase of $43.4 million or 182.0% from $23.9 million
during the first quarter of 1996. These expenses increased as a result
of expenses incurred at those properties owned or operated during the
first quarter of 1997 but not during the comparable 1996 period. On a
"same station" basis, broadcast operating expenses for the first
quarter of 1997 were $28.3 million, an increase of $2.9 million or
11.5% from $25.4 million for the first quarter of 1996. This increase
resulted from increased selling, payroll and programming costs.
Depreciation and amortization for the first quarter of 1997 and 1996
was $13.4 million and $2.6 million, respectively. This increase was
due to the acquisitions in 1996 and the first quarter of 1997.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS, Continued
Operating income for the first quarter of 1997 was $5.4 million, an
increase of $3.0 million or 120.4% from an operating income of $2.4
million for the first quarter of 1996.
Interest expense in the first quarter of 1997 was $17.2 million, an
increase of $15.1 million from $2.1 million in the first quarter of
1996. Interest expense increased due to an increase in outstanding
debt that was incurred in connection with acquisitions.
The gain on the sale of assets in 1997 resulted from the sale of the
News Corp. Warrants in February 1997. The gain on the sale of assets
in 1996 resulted from the sale of two FM radio stations in Knoxville.
Income tax benefit was $4.1 million for the first quarter of 1997 and
income tax expense for the first quarter of 1996 was $1.3 million. The
effective tax rate increased in the first quarter of 1997 due to an
increase in non-deductible goodwill resulting from acquisitions.
In the first quarter of 1997 the Company recognized an extraordinary
loss of approximately $5.6 million related to the write off of debt
financing costs. Also, in the first quarter of 1996, the Company
recognized an extraordinary loss of approximately $1.0 million related
to the write off of debt financing costs.
Net loss for the first quarter of 1997 was $8.1 million, compared to
net income of $0.9 million reported by the Company for the first
quarter of 1996.
CASH FLOWS
Cash flows provided by operating activities, inclusive of working
capital, were $4.5 million and $4.0 million for the three months ended
March 31, 1997 and 1996, respectively. Cash flows provided by
operating activities for the first quarter of 1997 resulted primarily
from the add-back of $13.4 million of depreciation and amortization
together with the add-back of $5.6 million for the extraordinary loss
net of ($4.7) million from the gain on sale of radio stations together
with the ($1.7) million net change in working capital resulting in a
net loss of ($8.1) million for the period. Cash flows provided by
operating activities for the comparable 1996 period resulted primarily
from the add-back of $2.6 million of depreciation and amortization
together with the add-back of $1.0 million for the extraordinary loss
net of ($2.5) million from the gain on sale of radio stations to net
income of $0.9 million for the period.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS, Continued
Cash flows used by investing activities were ($96.6) million and
($140.3) million for the three months ended March 31, 1997 and 1996,
respectively. Investing activities include capital expenditures of
$4.9 million and $3.4 million for the first quarter of 1997 and 1996,
respectively. Investing activities during the first quarter of 1997
resulted primarily from the acquisition of broadcast properties of
$131.1 million partially offset by the proceeds from the sale of the
News Corp. Warrants. Investing activities during the first quarter of
1996 include expenditures of $48.1 million, $52.8 million, $41.6
million and $0.8 million, respectively, for acquisitions, the purchase
of the Noble warrant, loans made to Noble and in connection with the
Company's JSAs and other. Additionally, investing activities for the
1996 period is net of $6.5 million of proceeds from the sale of radio
stations WMYU-FM and WWST-FM in Knoxville.
Cash flows provided by financing activities were $26.3 million and
$134.7 million for the three months ended March 31, 1997 and 1996,
respectively. Cash flows provided by financing activities during the
first quarter of 1997 resulted primarily from the $27.0 million net
borrowings under the Credit Facility partially offset by $0.7 million
of paid finance costs. Cash flows provided by financing activities
during the first quarter of 1996 resulted primarily from the $190.0
million in borrowings under the former credit facility, together with
$0.5 million in proceeds received from the issuance of common stock
upon the exercise of outstanding stock options net of the $52.0 million
of reduction in long-term debt and $3.7 million of paid finance costs.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Number Description Page
11 Computation of Consolidated Income (Loss) Per
Common Share 20
27 Financial Data Schedule 21
(b) Reports on Form 8-K
1. Form 8-K dated January 9, 1997. This Form 8-K
described an agreement reached by the Company with
American Radio Systems to exchange the assets of
one radio station in Cincinnati for the assets of
three radio stations in Rochester, New York, and
an option to acquire the assets of a fourth Rochester
radio station.
2. Form 8-K dated January 24, 1997. This Form 8-K
described agreements between the Company and (i)
James E. Champlin and various affiliates to
purchase the assets of certain radio stations in
Lexington, Louisville, and Munfordville, Kentucky,
(ii) Lima Broadcasting Co. to purchase the assets
of certain radio stations in Lima and Fort Shawnee,
Ohio and the construction permit for a radio station
in St. Marys, Ohio, and (iii) The Great Lakes Talking
Wireless Machine, LLC, to purchase the assets of a
radio station in South Bristol, New York.
3. Form 8-K(A) dated March 7, 1997. This Form 8-K(A)
amended the Company's Form 8-K dated October 23,
1996, and described the completed merger of the
Company and Regent Communications, Inc., and that
the Company had acquired an additional radio
station from Southwest Radio Las Vegas, Inc. and
the right to acquire an additional radio station in
Las Vegas. This Form 8-K(A) also described
agreements to acquire three radio stations in
Ironequoit, Canadaigua, and Honeoye Falls, New York
from Auburn Cablevision, Inc., and one radio
station in Portland, Oregon, from EXCL Communications,
Inc. This Form 8-K(A) also described agreements the
Company reached to sell its investment in warrants of
News Corp. as well as its interest in Australia's
Wonderland Partnership.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
4. Form 8-K dated March 21, 1997. This Form 8-K
described an agreement between the Company and
EFM Media Management, Inc., EFM Publishing, Inc.,
and Pam Media, Inc. (collectively the "EFM
Companies") whereby the Company will acquire
all of the assets relating to the broadcast
distribution and related print and electronic
media publishing businesses of the EFM Companies.
5. Form 8-K(A) dated March 26, 1997. This Form 8-K(A)
amended the Company's Form 8-K dated March 21,
1997, and included the audited financial statements
of the EFM Companies.
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: May 5, 1997 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, 1997 and 1996
(in thousands, except per share data)
<CAPTION>
1997 1996
<S> <C> <C>
Income for primary and fully
diluted computation:
(Loss) Income $ (8,140) $ 891
Primary (1):
Weighted average common
shares and dilutive common
stock equivalents:
Common stock outstanding 32,588 18,183
Stock purchase warrants - 1,125
Stock options 1,197 895
Contingently issuable
common shares 300 300
34,085 20,503
Primary (loss) income
per common share:
Before extraordinary loss $ (0.08) $ 0.09
Extraordinary loss $ (0.16) $ (0.05)
$ (0.24) $ 0.04
<FN>
NOTES:
1. Fully diluted income (loss) per share is not presented since it
approximates primary income (loss) per share.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 12,418
<SECURITIES> 0
<RECEIVABLES> 90,591
<ALLOWANCES> 4,265
<INVENTORY> 0
<CURRENT-ASSETS> 115,825
<PP&E> 175,182
<DEPRECIATION> 17,551
<TOTAL-ASSETS> 1,892,421
<CURRENT-LIABILITIES> 73,996
<BONDS> 808,683
0
0
<COMMON> 348
<OTHER-SE> 595,475
<TOTAL-LIABILITY-AND-EQUITY> 1,892,421
<SALES> 0
<TOTAL-REVENUES> 100,153
<CGS> 0
<TOTAL-COSTS> 78,630
<OTHER-EXPENSES> 16,131
<LOSS-PROVISION> 368
<INTEREST-EXPENSE> 17,176
<INCOME-PRETAX> (6,684)
<INCOME-TAX> (4,100)
<INCOME-CONTINUING> (2,584)
<DISCONTINUED> 0
<EXTRAORDINARY> (5,556)
<CHANGES> 0
<NET-INCOME> (8,140)
<EPS-PRIMARY> (.24)
<EPS-DILUTED> (.24)
</TABLE>
