FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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 wholly owned subsidiary of Clear Channel Communications, Inc.)
A Delaware Corporation Employer Identification No. 74-2916308
50 East RiverCenter Blvd. 12th Floor Telephone (606) 655-2267
Covington, Kentucky 41011
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Common Stock Purchase Warrants expiring September 18, 2001
Common Stock Purchase Warrants expiring February 27, 2002
Liquid Yield Option Notes due 2011
Liquid Yield Option Notes due 2018
Other securities for which reports are submitted pursuant to
Section 15(d) of the Act: 10 1/8% Senior Subordinated Notes due 2006
9 3/4% Senior Subordinated Notes due 2006
8 3/4% Senior Subordinated Notes due 2007
8% Senior Subordinated Notes due 2010
Indicate by check mark whether the Registrant, Jacor
Communications, Inc., (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
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The Registrant, Jacor Communications, Inc., meets the conditions
set forth in General Instruction I(1)(a) and (b) of Form 10-K and
is therefore filing this Form with the reduced disclosure format.
None of the Registrant's voting stock was held by nonaffiliates
as of March 15, 2000.
The number of common shares outstanding as of March 15, 2000 was 1.
There are 88 pages in this document.
The index of exhibits appears on page 81.
<PAGE>
JACOR COMMUNICATIONS, INC.
INDEX TO ANNUAL REPORT
ON FORM 10-K
Page
Part I
Item 1 Business 3
Item 2 Property Holdings 35
Item 3 Legal Proceedings 35
Item 4 Submission of Matters to a Vote of Security Holders **
Part II
Item 5 Market for Registrant's Common Equity and Related
Stockholder Matters 36
Item 6 Selected Financial Data **
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 37
Item 7A Quantitative and Qualitative Disclosures about
Market Risk *
Item 8 Financial Statements and Supplementary Data 46
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure *
Part III
Item 10 Directors and Executive Officers of Registrant **
Item 11 Executive Compensation **
Item 12 Security Ownership of Certain Beneficial Owners and
Management **
Item 13 Certain Relationships and Related Transactions **
Part IV
Item 14 Exhibits, Financial Statement Schedules and Reports
on Form 8-K 80
* - The response to this Item is "none".
** - Omitted pursuant to General Instruction I(1)(a) and (b) of Form 10-K
<PAGE>
Item 1. BUSINESS
Jacor Communications, Inc. ("Jacor" or the "Company"), a wholly-
owned subsidiary of Clear Channel Communications, Inc. ("Clear
Channel"), is a holding company engaged primarily in radio
broadcasting and providing related services to radio broadcasting
companies. The Company operates in a single reportable segment,
broadcasting radio and television. As of March 15, 2000, the
broadcasting radio and television segment includes 257 radio
stations owned and/or operated in 77 broadcast areas throughout
the United States, six radio stations operated under joint sales
agreements or exclusive agency agreements, Premiere Radio
Networks, Inc., a radio syndication business, two television
stations located in the Cincinnati and Defiance, Ohio broadcast
areas and other miscellaneous immaterial broadcast related
businesses.
Jacor has also entered into agreements to acquire an additional
seven radio stations, which will expand its presence in two
existing broadcast areas and allow the Company to enter one new
broadcast area, and to dispose of the assets of seventeen radio
stations and the intellectual property of another radio station
in twelve broadcast areas.
At close of business on May 4, 1999 the Company consummated a
merger with Clear Channel (the "Clear Channel Merger" or
"Merger"), whereby each share of Jacor common stock was exchanged
for Clear Channel common stock. See Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of
Operations for a detailed discussion of the Merger.
Business Strategy
Jacor's strategic objective is to maximize revenue and broadcast
cash flow (defined herein) by becoming the leading radio
broadcaster in geographically diverse broadcast areas and by
leveraging its expertise in programming production, syndication
and distribution. Specifically, Jacor's business strategy
centers upon:
Broadcast Area Revenue Leadership. Jacor strives to maximize its
audience ratings in each of its broadcast areas in order to
capture the largest share of the radio advertising revenue in
that area and to attract advertising away from other media.
Jacor believes that the most effective way to capture a higher
percentage of advertising revenue is to operate multiple radio
stations within a broadcast area, tailoring each station's
programming to deliver highly effective access to a target
demographic. In implementing its multi-station strategy, Jacor
utilizes its programming expertise over a broad range of radio
formats to create distinct station personalities within a
broadcast area. Jacor further enhances its ability to increase
its revenues through a more complete coverage of the listener
base by being an industry leader in successfully operating AM
stations.
<PAGE>
Development of "Stick" Properties. In addition to acquiring
developed, cash flow producing stations, Jacor also strategically
acquires underdeveloped "stick" properties (i.e., properties with
insignificant ratings and/or little or no positive broadcast cash
flow). Jacor believes that acquisitions of strategically located
"stick" properties often provide greater potential for revenue
and broadcast cash flow growth than do acquisitions of developed
properties. Historically, Jacor has been able to improve the
ratings, revenue and broadcast cash flow of its "stick"
properties with increased marketing and focused programming that
complements its existing radio station formats and by leveraging
the management expertise and operational support of regional
clusters. Additionally, Jacor increases the revenue and
broadcast cash flow of "stick" properties by encouraging
advertisers to buy advertising in a package with its more
established stations. Jacor believes that the Company's
portfolio of "stick" properties creates significant potential for
revenue and broadcast cash flow growth.
Development of Regional Clusters Around Core Broadcast Areas.
Jacor believes it can leverage its position as the leader in a
core broadcast area to create additional revenue and broadcast
cash flow opportunities by building regional multi-station
clusters around Jacor's core broadcast areas. Utilizing
programming from its core broadcast areas, Jacor provides its
regional clusters with high quality programming which would not
otherwise be economically viable in such smaller broadcast areas,
thereby spreading the costs associated with the delivery of such
programming across a greater number of stations. By improving
the ratings of its regional stations with such enhanced
programming, Jacor believes it can generate incremental revenue
and broadcast cash flow.
Additionally, Jacor strengthens its strategic position in the
radio industry through the operation of businesses that provide
services to radio broadcasting companies. Jacor owns a leading
producer and distributor of syndicated radio programming,
research, and other services, a leading provider of satellite and
network services for the radio broadcasting industry and a
leading provider of traffic reporting services in the San Diego,
Los Angeles, and Santa Ana, California, Tampa, Florida and
Denver, Colorado broadcast areas.
In addition to generating cash flow, these broadcast related
services enhance the Company's ability to (i) increase ratings
for its existing stations, (ii) transform "stick" properties into
broadcast cash flow producing properties and (iii) maintain long-
term relationships with Jacor's on-air talent. By combining the
national reach of the Company's radio stations with the network
sales forces acquired by Jacor, the Company seeks to maximize the
value of commercial broadcast inventory that it can then resell
to national advertisers.
<PAGE>
Radio Station Overview
The following table and the accompanying footnotes set forth
certain information as of March 15, 2000 regarding the 246 radio
stations that will be owned and/or operated by Jacor upon
completion of all pending acquisitions and dispositions.
<TABLE>
<CAPTION>
Target
Pending 1998 Combined Demographic
Broadcast Acquisition (P)/ Radio Revenue Target Share %/
Area/Station(1) Disposition (PD) Rank Format Demographic Rank(2)
<S> <C> <C> <C> <C> <C>
Los Angeles, CA 5
KXTA-AM Sports Men 25-54 1.2/28
KIIS-FM Contemporary
Hit Radio Adults 18-34 6.1/3
KACD-FM PD Adult
Alternative Adults 25-54 0.6/32T
KBCD-FM PD Adult
Alternative Adults 25-54 0.5/36T
San Francisco, CA N/A
KXJO-FM(3) PD Rock Men 18-34 -
Dallas, TX 5
KDMX-FM Hot Adult
Contemporary Women 25-54 5.4/4
KEGL-FM Rock Men 18-34 17.2/1
Atlanta, GA 2
WGST-AM News Talk Men 25-54 2.6/16
WGST-FM(4) News Talk Men 25-54 3.0/12
WKLS-FM Rock Men 18-34 11.7/2
WPCH-FM Soft Adult
Contemporary Women 25-54 7.0/5
WMKJ-FM(3) Soft Adult
Contemporary Women 25-54 -
Houston, TX 4
KHMX-FM Hot Adult
Contemporary Women 25-54 7.6/3
KTBZ-FM Alternative Men 18-34 6.2/4
KKTL-FM PD Alternative Men 18-34 0.2/29T
Denver, CO 1
KHOW-AM Talk Adults 35-64 4.9/7
KOA-AM News Talk /
Sports Men 25-54 7.9/3
KTLK-AM Talk Adults 35-64 1.0/20T
KBCO-FM Adult
Alternative Adults 25-54 9.8/1
KBPI-FM Rock Men 18-34 10.0/2
KHIH-FM Smooth Jazz Adults 25-54 3.1/11
KRFX-FM Classic Rock Men 25-54 10.4/1
KTCL-FM Alternative Men 18-34 6.0/6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Target
Pending 1998 Combined Demographic
Broadcast Acquisition (P)/ Radio Revenue Target Share %/
Area/Station(1) Disposition (PD) Rank Format Demographic Rank(2)
<S> <C> <C> <C> <C> <C>
Phoenix, AZ 5
KMXP-FM Hot Adult
Contemporary Women 25-54 3.5/9
KZZP-FM Contemporary
Hit Radio Adults 18-34 5.8/5
San Diego, CA (5) 1
KOGO-AM News Talk Men 25-54 4.6/7
KPOP-AM Nostalgia Adults 35-64 1.3/22
KSDO-AM PD Talk Adults 35-64 1.0/25T
KGB-FM Classic Rock Men 25-54 8.5/1
KHTS-FM Contemporary
Hit Radio Adults 18-34 7.3/4
KIOZ-FM Rock Men 18-34 11.8/1
KJQY-FM Soft Adult
Contemporary Women 25-54 3.9/7T
KMSX-FM Hot Adult
Contemporary Women 25-54 3.9/7T
St. Louis, MO 3
KATZ-AM Gospel Adults 35-64 3.2/12
KATZ-FM Urban
Contemporary Adults 25-54 3.9/10
KMJM-FM Adult Urban
Contemporary Adults 35-64 5.6/5
KSLZ-FM Contemporary
Hit Radio Adults 18-34 5.9/8
KSD-FM Hot Adult
Contemporary Women 25-54 3.0/13
KLOU-FM Oldies Adults 25-54 4.5/8
Cincinnati, OH 1
WCKY-AM Sports Men 25-54 2.0/14
WKRC-AM News Talk Men 25-54 3.0/11
WLW-AM News Talk /
Sports Men 25-54 11.2/2
WSAI-AM Nostalgia Adults 35-64 1.5/14T
WKFS-FM Contemporary
Hit Radio Adults 18-34 8.0/3
WEBN-FM Rock Men 18-34 29.5/1
WOFX-FM Classic Rock Men 25-54 6.8/4
WVMX-FM Hot Adult
Contemporary Women 25-54 6.8/5
Portland, OR 1
KEWS-AM Talk Adults 35-64 1.0/19
KEX-AM News Talk Men 25-54 5.4/7
KKCW-FM Soft Adult
Contemporary Women 25-54 12.7/1
KKRZ-FM Contemporary
Hit Radio Adults 18-34 11.3/1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Target
Pending 1998 Combined Demographic
Broadcast Acquisition (P)/ Radio Revenue Target Share %/
Area/Station(1) Disposition (PD) Rank Format Demographic Rank(2)
<S> <C> <C> <C> <C> <C>
Tampa, FL 1
WDAE-AM Sports Men 25-54 3.1/12
WFLA-AM News Talk /
Sports Men 25-54 6.7/2T
WFLZ-FM Contemporary
Hit Radio Adults 18-34 15.3/1
WMTX-FM Hot Adult
Contemporary Women 25-54 6.7/3
WTBT-FM Classic Rock Men 25-54 6.7/2T
WXTB-FM Rock Men 18-34 20.7/1
Baltimore, MD 4
WPOC-FM PD Country Adults 25-54 6.8/3
WOCT-FM Classic Rock Men 25-54 4.2/7
WCAO-AM Gospel Adults 35-64 3.7/7
Cleveland, OH 1
WTAM-AM News Talk Men 25-54 8.0/4
WGAR-FM Country Adults 25-54 9.0/1
WMJI-FM Oldies Adults 25-54 8.5/2
WMMS-FM Rock Men 18-34 14.7/1T
WMVX-FM Hot Adult
Contemporary Women 25-54 8.1/4
Columbus, OH 1
WFII-AM Talk Adults 35-64 1.0/20T
WTVN-AM News Talk /
Sports Men 25-54 8.2/2
WCOL-FM Country Adults 25-54 7.6/3
WNCI-FM Contemporary
Hit Radio Adults 18-34 12.3/1
WZAZ-FM Alternative Men 18-34 3.7/7T
Salt Lake City, UT 3
KALL-AM Talk Adults 35-64 2.4/15
KNRS-AM News Talk Men 25-54 3.1/14
KWLW-AM Classic
Country Adults 35-64 1.7/21
KKAT-FM Country Adults 25-54 3.5/12
KODJ-FM Oldies Adults 25-54 4.3/7
KURR-FM Rock Men 18-34 7.4/4
KZHT-FM Contemporary
Hit Radio Adults 18-34 6.3/4
Las Vegas, NV 2
KQOL-FM Oldies Adults 25-54 4.2/11
KFMS-FM Contemporary
Hit Radio Adults 18-34 1.4/15T
KSNE-FM Soft Adult
Contemporary Women 25-54 11.3/1
KWNR-FM Country Adults 25-54 6.9/3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Target
Pending 1998 Combined Demographic
Broadcast Acquisition (P)/ Radio Revenue Target Share %/
Area/Station(1) Disposition (PD) Rank Format Demographic Rank(2)
<S> <C> <C> <C> <C> <C>
Jacksonville, FL (6) 2
WJBT-FM Urban
Contemporary Adults 18-34 11.2/3
WQIK-FM Country Adults 25-54 6.6/5T
WSOL-FM Urban Adult
Contemporary Adults 25-54 9.9/3
San Jose, CA 2
KSJO-FM PD Rock Men 18-34 8.9/1
KUFX-FM PD Classic Rock Men 25-54 4.6/5
KCNL-FM PD Adult
Alternative Adults 25-54 0.8/30T
Albuquerque, NM 4
KLSK-FM Classic Rock Men 25-54 3.2/8T
KPEK-FM Hot Adult
Contemporary Adults 18-34 6.0/4
KTEG-FM Alternative Men 18-34 12.0/2
Rochester, NY 2
WHAM-AM News Talk Men 25-54 11.1/2
WHTK-AM Sports Talk Men 25-54 3.8/8T
WISY-FM Soft Adult
Contemporary Women 25-54 0.8/17T
WNVE-FM Alternative Men 18-34 13.8/1
WKGS-FM Contemporary
Hit Radio Adults 18-34 5.5/8
WVOR-FM Hot Adult
Contemporary Women 25-54 9.4/2
WLCL-FM Jammin'
Oldies Adults 25-54 1.5/15
Dayton, OH 1
WONE-AM Nostalgia Adults 35-64 2.5/11
WBTT-FM Contemporary
Hit Radio Adults 18-34 7.1/6
WLQT-FM Soft Adult
Contemporary Women 25-54 13.6/2
WMMX-FM Hot Adult
Contemporary Women 25-54 15.7/1
WTUE-FM Rock Men 18-34 16.1/1
WXEG-FM Alternative Men 18-34 8.6/2T
Riverside/San Bernadino, CA 8
KCKC-AM(3) Spanish Adults 25-54 -
KDIF-AM Spanish Adults 25-54 0.8/28T
Syracuse, NY 3
WBBS-FM Country Adults 25-54 12.9/1
</TABLE>
<PAGE>
<TABLE>
Target
Pending 1998 Combined Demographic
Broadcast Acquisition (P)/ Radio Revenue Target Share %/
Area/Station(1) Disposition (PD) Rank Format Demographic Rank(2)
<S> <C> <C> <C> <C> <C>
Toledo, OH 2
WCWA-AM Nostalgia Adults 35-64 1.1/14T
WSPD-AM News Talk Men 25-54 7.7/5
WIOT-FM Rock Men 18-34 12.2/2
WRVF-FM Soft Adult
Contemporary Women 25-54 16.0/1
WVKS-FM Contemporary
Hit Radio Adults 18-34 18.7/1
Des Moines, IA 1
WHO-AM News Talk Men 25-54 9.7/2
KMXD-FM Hot Adult
Contemporary Women 25-54 9.2/2T
KLYF-FM Soft Adult
Contemporary Women 25-54 6.6/7T
Lexington, KY 1
WLAP-AM News Talk Men 25-54 4.7/8
WTKT-AM Nostalgia Adults 35-64 0.8/21T
WBUL-FM Country Adults 25-54 9.9/2
WKQQ-FM Rock Men 18-34 16.9/1
WLKT-FM Contemporary
Hit Radio Adults 18-34 12.3/1
WMXL-FM Hot Adult
Contemporary Women 25-54 7.8/3T
WBTF-FM (4) P Urban
Contemporary Adults 18-34 7.8/5T
Youngstown, OH 2
WKBN-AM News Talk Men 25-54 3.0/7T
WNIO-AM Nostalgia Adults 35-64 1.0/17T
WNCD-FM Rock Men 18-34 20.0/1
WBTJ-FM (4) P Contemporary
Hit Radio Adults 18-34 4.6/7
WBBG-FM (4) P Oldies Adults 25-54 7.4/6
WICT-FM (4) P Country Adults 25-54 2.2/11T
WMXY-FM Hot Adult
Contemporary Women 25-54 10.3/2T
WPAO-AM (3)(4) P PD N/A N/A -
WRTK-AM (4) P PD Nostalgia Adults 35-64 1.3/15T
WTNX-FM (4) P Soft Adult
Contemporary Women 25-54 1.9/10T
Boise, ID 2
KFXD-AM Classic
Country Adults 35-64 1.6/16T
KIDO-AM News Talk Men 25-54 6.5/4T
KARO-FM Rock Men 18-34 9.0/3
KCIX-FM Hot Adult
Contemporary Adults 18-34 6.6/5T
KLTB-FM Oldies Adults 25-54 9.7/1
KXLT-FM Soft Adult
Contemporary Women 25-54 9.5/2T
</TABLE>
<PAGE>
<TABLE>
Target
Pending 1998 Combined Demographic
Broadcast Acquisition (P)/ Radio Revenue Target Share %/
Area/Station(1) Disposition (PD) Rank Format Demographic Rank(2)
<S> <C> <C> <C> <C> <C>
Charleston, SC (6) 2
WEZL-FM Country Adults 25-54 9.0/2
WALC-FM Hot Adult
Contemporary Adults 18-34 3.9/7T
WRFQ-FM Classic Rock Men 25-54 7.2/3T
WXLY-FM Oldies Adults 25-54 8.2/3
WSCC-AM News Talk Men 25-54 2.6/12T
Jackson, MI N/A
WYJS-FM PD Oldies Adults 25-54 2.4/13T
Shreveport, LA 2
KEEL-AM News Talk Men 25-54 5.4/7
KWKH-AM Classic
Country Adults 35-64 2.3/13
KITT-FM Country Adults 25-54 5.1/8
KRUF-FM Contemporary
Hit Radio Adults 18-34 7.8/5
KVKI-FM Adult
Contemporary Women 25-54 11.0/4
Cedar Rapids, IA 1
WMT-AM Full Service Adults 35-64 8.8/4
WMT-FM Hot Adult
Contemporary Women 25-54 11.1/4
Santa Barbara, CA 1
KTMS-AM News Talk Men 25-54 4.4/6T
KXXT-AM Sports Men 25-54 2.2/14T
KTYD-FM Rock Men 18-34 13.7/1
KIST-FM Oldies Adults 25-54 4.8/5T
KSBL-FM Soft Adult
Contemporary Women 25-54 14.5/1
KBKO-AM (4) P Spanish Adults 25-54 3.4/10
KSPE-FM (4) P Spanish Adults 25-54 6.8/4
Bismarck, ND 1
KFYR-AM News Talk Men 25-54 -
KYYY-FM Hot Adult
Contemporary Adults 18-34 -
Albany, OR (8) N/A
KRKT-AM Classic
Country Adults 35-64 -
KRKT-FM Country Adults 25-54 -
Ames, IA (8) N/A
KASI-AM Sports Men 25-54 -
KCCQ-FM Alternative Men 18-34 -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Target
Pending 1998 Combined Demographic
Broadcast Acquisition (P)/ Radio Revenue Target Share %/
Area/Station(1) Disposition (PD) Rank Format Demographic Rank(2)
<S> <C> <C> <C> <C> <C>
Anaheim, CA (8) N/A
KEZY-AM PD Ethnic /
Variety Adults 25-54 -
KXMX-FM PD Hot Adult
Contemporary Women 25-54 -
Barnwell, SC (8) N/A
WBUB-AM Gospel Adults 35-64 -
Burlington, IA (8) N/A
KBUR-AM Talk Adults 35-64 -
KGRS-FM Hot Adult
Contemporary Adults 18-34 -
Casper,WY N/A
KTWO-AM News Talk Men 25-54 17.9/2
KMGW-FM (9) PD Adult
Contemporary Women 25-54 4.3/7T
KKTL-AM Talk Adults 35-64 2.2/10T
KMLD-FM (9) P PD Oldies Adults 25-54 7.8/6
KRVK-FM (4) P Rock Men 18-34 9.1/3T
KTRS-FM (4) P Contemporary
Hit Radio Adults 18-34 21.7/1
KWYY-FM (4) P Country Adults 25-54 9.8/4
Centralia, WA (8) N/A
KELA-AM Talk Adults 35-64 -
KMNT-FM Country Adults 25-54 -
Cheyenne, WY N/A
KGAB-AM Talk Adults 35-64 8.9/2T
KIGN-FM Rock Men 18-34 21.4/1
KLEN-FM Adult
Contemporary Women 25-54 10.7/2T
KOLZ-FM Country Adults 25-54 8.5/2T
KMUS-FM Country Adults 25-54 6.8/4T
Chillicothe, OH (8) N/A
WBEX-AM Talk Adults 35-64 -
WCHI-AM Classic
Country Adults 35-64 -
WFCB-FM Oldies Adults 25-54 -
Corvallis, OR (8) N/A
KEJO-AM Nostalgia Adults 35-64 -
KFLY-FM Adult
Contemporary Women 25-54 -
KLOO-AM Talk Adults 35-64 -
KLOO-FM Classic Rock Men 25-54 -
Defiance, OH (8) N/A
WDFM-FM Hot Adult
Contemporary Women 25-54 -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Target
Pending 1998 Combined Demographic
Broadcast Acquisition (P)/ Radio Revenue Target Share %/
Area/Station(1) Disposition (PD) Rank Format Demographic Rank(2)
<S> <C> <C> <C> <C> <C>
Findlay, OH (8) N/A
WQTL-FM Rock Men 18-34 -
WIMJ-FM Oldies Adults 25-54 -
Fort Collins/Greeley, CO N/A
KCOL-AM (3) News Talk Men 25-54 -
KIIX-AM (3) Sports Men 25-54 -
KGLL-FM Country Adults 25-54 2.2/127
KPAW-FM Classic Hits Adults 18-34 5.6/7T
Fort Madison, IA (8) N/A
KBKB-AM Talk Adults 35-64 -
KBKB-FM Country Adults 25-54 -
Grand Forks, ND N/A
KKXL-FM Nostalgia Adults 35-64 5.4/6T
Greenville, OH (8) N/A
WBKI-FM Country Adults 25-54 -
Helen, GA (8) N/A
WHEL-FM Oldies Adults 25-54 -
Hogansville, GA (8) N/A
WGSE-AM News Talk Men 25-54 -
WMAX-FM Hot Adult
Contemporary Women 25-54 -
Idaho Falls, ID (8) N/A
KID-AM News Talk Men 25-54 -
KID-FM Country Adults 25-54 -
Iowa City, IA (8) N/A
KXIC-AM Talk Adults 35-64 -
KKRQ-FM Rock Men 18-34 -
Lancaster/Antelope Valley, CA (8) N/A
KAVL-AM Sports Men 25-54 -
KAVS-FM Contemporary
Hit Radio Adults 18-34 -
KYHT-FM Contemporary
Hit Radio Adults 18-34 -
Lima, OH N/A
WIMA-AM News Talk Men 25-54 4.0/7T
WBUK-FM Oldies Adults 25-54 7.1/5
WIMT-FM Country Adults 25-54 17.3/1
WMLX-FM Hot Adult
Contemporary Women 25-54 10.2/1T
Lorain, OH (8) N/A
WAKS-FM Contemporary
Hit Radio Adults 18-34 -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Target
Pending 1998 Combined Demographic
Broadcast Acquisition (P)/ Radio Revenue Target Share %/
Area/Station(1) Disposition (PD) Rank Format Demographic Rank(2)
<S> <C> <C> <C> <C> <C>
Marion, OH (8) N/A
WMRN-AM Talk Adults 35-64 -
WDIF-FM Adult
Contemporary Women 25-54 -
WMRN-FM Country Adults 25-54 -
McMinnville, TN (8) N/A
WBMC-AM Southern
Gospel/Talk Adults 35-64 -
WTRZ-FM Country Adults 25-54 -
WWEE-FM Adult
Contemporary Women 25-54 -
Medford, OR N/A
KLDZ-FM Oldies Adults 25-54 4.5/7T
KMED-AM Nostalgia Adults 35-64 4.7/5T
KRWQ-FM Country Adults 25-54 9.1/4
KZZE-FM Rock Men 18-34 19.2/1
KKJJ-FM Adult
Contemporary Women 25-54 2.1/11
Moorehead City, NC (7) N/A
WMBL-AM -
Mt. Sterling, KY (8) N/A N/A N/A
WMST-FM P -
New Castle, PA (8) N/A
WKST-AM PD Adult
Contemporary Women 25-54 -
WKST-FM Adult
Contemporary Women 25-54 -
WBZY-AM Full Service Adults 35-64 -
Newnan, GA (8) N/A
WCOH-AM Country Adults 25-54 -
Parkersburg, WV N/A
WDMX-FM P Oldies Adults 25-54 10.8/4
WLTP-AM P Talk Adults 35-64 1.1/11
WNUS-FM P Country Adults 25-54 17.2/1
WRVB-FM P Contemporary
Hit Radio Adults 18-34 18.5/3
WRZZ-FM P Classic Rock Men 25-54 11.1/3T
Pocatello, ID (8) N/A
KWIK-AM News Talk Men 25-54 -
KPKY-FM Oldies Adults 25-54 -
KLLP-FM Soft Adult
Contemporary Women 25-54 -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Target
Pending 1998 Combined Demographic
Broadcast Acquisition (P)/ Radio Revenue Target Share %/
Area/Station(1) Disposition (PD) Rank Format Demographic Rank(2)
<S> <C> <C> <C> <C> <C>
Punta Gorda, FL (8) N/A
WCCF-AM Talk Adults 35-64 -
WIKX-FM Country Adults 25-54 -
WCVU-FM Beautiful
Music Adults 35-64 -
Sandusky/Clyde, OH (8) N/A
WLEC-AM Nostalgia Adults 35-64 -
WMJK-FM Oldies Adults 25-54 -
WCPZ-FM Hot Adult
Contemporary Women 25-54 -
Santa Clarita, CA (8) N/A
KIIS-AM Contemporary
Hit Radio Men 18-34 -
Sarasota, FL N/A
WSPB-AM(3) News Talk/
Sports Men 25-54 -
WSRZ-FM Oldies Adults 25-54 4.9/5T
WYNF-FM Rock Men 18-34 2. 3/9T
WAMR-AM Sports Men 25-54 3.7/8
WCTQ-FM Country Adults 25-54 4.6/7T
WDDV-FM Beautiful
Music Adults 35-64 8.9/1
Springfield, OH (8) N/A
WIZE-AM Nostalgia Adults 35-64 -
Thousand Oaks, CA (8) N/A
KBET-AM Sports Men 25-54 -
Tiffin, OH (8) N/A
WTTF-AM Adult
Contemporary Women 25-54 -
WCKY-FM Country Adults 25-54 -
Twin Falls, ID (8) N/A
KLIX-AM News Talk Men 25-54 -
KEZJ-FM Country Adults 25-54 -
KLIX-FM Oldies Adults 25-54 -
Walnut Creek, CA (8) N/A
KFJO-FM PD Rock Men 18-34 -
Washington Court House, OH (8) N/A
WMXV-AM Country Adults 25-54 -
WCHO-FM Country Adults 25-54 -
Yakima, WA N/A
KIT-AM News Talk/
Sports Men 25-54 11.3/3
</TABLE>
[FN]
___________
(T) Designates tied.
<PAGE>
(1) Jacor also owns a pending application for a
construction permit in Vancouver, Washington, and the
broadcast assets only of a station in Port St. Joe,
Florida.
(2) Share and rank information is derived from the Fall
1999 Arbitron Metro Area Rating Survey.
(3) These stations do not have Arbitron ratings.
(4) Jacor provides programming to and sells airtime for
WGST-FM in Atlanta, Georgia; KBKO-AM and KSPE-FM in
Ellwood, California; WBTF-FM in Lexington, Kentucky;
KRVK-FM, KTRS-FM and KWYY-FM in Casper, Wyoming; and
WBTJ-FM, WBBG-FM, WICT-FM, WPAO-AM, WRTK-AM and WTNX-FM
in Youngstown, Ohio pursuant to Local Marketing
Agreements (LMAs). At any time after September 30,
1999 and before September 30, 2003 Cherokee
Broadcasting can "put" WGST-FM to Jacor for a price of
$31.0 million. At any time after May 21, 2003 and
before September 30, 2003, Jacor can "call" the station
for the same price.
(5) Excludes XTRA-AM, XTRA-FM and XHRM-FM, stations Jacor
provides programming to and sells airtime for under
exclusive agency agreements.
(6) Excludes WJGR-AM and WZAZ-AM, Jacksonville, Florida,
and WSSP-FM in Charleston, South Carolina on which
Jacor sells advertising time pursuant to a Joint Sales
Agreement (JSA).
(7) Station is not currently broadcasting.
(8) These broadcast areas are not ranked by Arbitron.
(9) Acquirer is operating station under LMA.
<PAGE>
All rankings by revenue or billings that are contained in
the above table are based on 1998 information contained in
Duncan's Radio Market Guide (1999 ed.). All information
concerning ratings and audience listening information is
derived from the Fall 1999 Arbitron Metro Area Ratings
Survey (the "Fall 1999 Arbitron"). A Jacor subsidiary owns
a 40% interest in a limited liability company that purchased
the assets formerly owned by Duncan American Radio, Inc.
Premiere Radio Networks, Inc.
Jacor currently owns, produces and distributes syndicated
programming for radio broadcasting through its wholly-owned
subsidiary, Premiere Radio Networks, Inc. ("Premiere"),
including such programs as The Rush Limbaugh Show and The
Dr. Laura Program. The Rush Limbaugh Show is a nationally
syndicated talk radio program broadcast on more than 600
radio stations. The Dr. Laura Program is a nationally
syndicated talk radio program broadcast on more than 450
radio stations. Currently these programs are the two
highest rated syndicated talk radio programs in the United
States. Premiere is also the producer and distributor of
other syndicated programs and services, including Rick Dees
in the Morning, Rick Dees Weekly Top 40, After MidNite with
Blair Garner and The Jim Rome Show.
Premiere's services include comprehensive radio research
services, morning show prep and internet content services,
and a national, in-house sales force. Premiere's Mediabase
24/7 research service provides music play lists and on-air
promotion tracking and call-out research for eleven radio
formats, which research services help radio station
affiliates increase their audience share and ratings.
Several leading radio industry publications now use
Mediabase 24/7 music charts, as do 26 record labels.
Instead of requiring cash payments, Premiere provides the
research services in exchange for the right to broadcast an
agreed amount of commercial advertisements during the radio
station's broadcast. This practice makes Premiere's
services more attractive to radio stations which have
limited cash resources and/or excess inventory of available
advertising time. The total amount of broadcast time that
Premiere has available for sale to advertisers constitutes
Premiere's commercial broadcast inventory.
Premiere's national, in-house network radio sales force and
infrastructure sells commercial broadcast inventory to more
than 500 national advertisers. Premiere leverages its sales
force and generates additional revenues without significant
additional overhead costs by providing network advertising
sales representation services, on a commission basis, to
third-party radio networks and independent syndicated
programming and service suppliers that do not have their own
sales forces. Premiere is presently the second largest
network radio advertising sales representative in the United
States in terms of its gross billings. It presently
represents nineteen independent radio networks, including
WOR Radio Networks, TM Century and Accutrack.
<PAGE>
Television
Jacor owns a television station in the Cincinnati broadcast
area where it currently owns and operates multiple radio
stations, and one low-power television station in Defiance,
Ohio. By operating a television station in Cincinnati where
Jacor has a significant radio presence, Jacor has realized
operating efficiencies including shared news departments and
reduction of administrative overhead. Jacor currently
operates the Cincinnati television station under a temporary
waiver of a Federal Communications Commission ("FCC")
rule that restricts ownership of television and radio
stations in the same market. This waiver will continue until
at least the year 2004 when the FCC is scheduled to
undertake a comprehensive review and reevaluation of its
broadcast ownership rules.
The following table sets forth certain information regarding
the Cincinnati television station and the broadcast area in
which it operates:
<TABLE>
<CAPTION>
Station Rank (1)
Commercial
National TV Stations in
Broadcast Households Adults Broadcast Cable
Broadcast Area in DMA(1) TV Aged Area Subscriber Network
Area/Station Rank(1) (000s) Households 25-54 VHF UHF % Affiliation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cincinnati/WKRC 32 820 1(T) 1(T) 3 3 64 CBS
</TABLE>
[FN]
___________
T Designates tied.
(1) Rankings for Designated Market Area ("DMA"), 6:00 a.m. to 2:00 a.m.,
Sunday-Saturday for "TV Households" and "Adults aged 25-54." This
market information is from the November 1999 Nielsen Station Index.
Similar information is not available for the
Defiance, Ohio television station.
<PAGE>
Advertising
Radio stations generate the majority of their revenue from
the sale of advertising time to local and national spot
advertisers and national network advertisers. Radio serves
primarily as a medium for local advertising. The growth in
total radio advertising revenue tends to be fairly stable
and has generally grown at a rate faster than the Gross
National Product ("GNP"). Advertising revenue has risen more
rapidly during the past 10 years than either inflation or
the GNP. Total advertising revenue for the radio industry in
1998 was approximately $15.4 billion, as reported by the
Radio Advertising Bureau, its highest level in the
industry's history.
During the year ended December 31, 1999, approximately 80%
of Jacor's radio station broadcast revenue was generated
from the sale of local advertising and approximately 20%
from the sale of national advertising. Jacor believes that
radio is one of the most efficient, cost-effective means for
advertisers to reach specific demographic groups. The
advertising rates charged by Jacor's radio stations are
based primarily on (i) the station's ability to attract an
audience in the demographic groups targeted by its
advertisers (as measured principally by quarterly Arbitron
rating surveys that quantify the number of listeners tuned
to the station defined at various times), (ii) the number of
stations in the market that compete for the same demographic
group, (iii) the supply of and demand for radio advertising
time and (iv) the supply and pricing of alternative
advertising media.
Jacor emphasizes an aggressive local sales effort because
local advertising represents a large majority of Jacor's
revenues. Jacor's local advertisers include automotive,
retail, financial institutions and services and health care.
Each station's local sales staff solicits advertising,
either directly from the local advertiser or through an
advertising agency for the local advertisers. Jacor pays a
higher commission rate to the sales staff for generating
direct sales because Jacor believes that through a strong
relationship directly with the advertiser, it can better
understand the advertiser's business needs and more
effectively design an advertising campaign to help the
advertiser sell its product. Jacor employs personnel in each
market to produce commercials for the advertisers. National
advertising sales for most of Jacor's stations are made by
Jacor's national sales managers in conjunction with the
efforts of an independent advertising representative who
specializes in national sales and is compensated on a
commission-only basis.
Jacor believes that sports broadcasting, absent unusual
circumstances, is a stable source of advertising revenues.
There is less competition for the sports listener, since
only one radio station can offer a particular game. In
addition, due to the higher degree of audience
predictability, sports advertisers tend to sign contracts
which are generally longer term and more stable than Jacor's
other advertisers. Jacor's sales staffs are particularly
skilled in sales of sports advertising.
<PAGE>
According to the Radio Advertising Bureau's publication
Radio Marketing Guide and Fact Book for Advertisers, Fall
1999 to Spring 2000, each week radio reaches approximately
95.4% of all Americans over the age of 12. More than
one-half of all radio listening is done outside the home, in
contrast to other advertising mediums, and four out of five
adults are reached by car radio each week. The average
listener spends approximately three hours and 12 minutes per
weekday listening to radio. The highest portion of radio
listenership occurs during the morning, particularly between
the time a listener wakes up and the time the listener
reaches work. This "morning drive time" period reaches more
than 82% of people over 12 years of age each week and, as a
result, radio advertising sold during this period achieves
premium advertising rates.
Jacor believes operating multiple stations in a market gives
it significant opportunities in competing for advertising
dollars. Each multiple station platform better positions
Jacor to access a significant share of a given demographic
segment making Jacor stations more attractive to advertisers
seeking to reach that segment of the population.
Competition
The radio broadcasting industry is a highly competitive
business. The success of each of Jacor's stations will
depend significantly upon its audience ratings and its share
of the overall advertising revenue within its market.
Jacor's stations will compete for listeners and advertising
revenue directly with other radio stations as well as many
other advertising media within their respective markets.
Radio stations compete for listeners primarily on the basis
of program content and by hiring high-profile talent that
appeals to a particular demographic group. By building in
each of its markets a strong listener base comprised of a
specific demographic group, Jacor will be able to attract
advertisers seeking to reach those listeners.
In addition to management experience, factors which are
material to competitive position include the station's rank
among radio stations in its market, transmitter power,
assigned frequency, audience characteristics, local program
acceptance and the number and characteristics of other
stations in the market area, and other advertising media in
that market. Jacor attempts to improve its competitive
position with promotional campaigns aimed at the demographic
groups targeted by its stations and by sales efforts
designed to attract advertisers. The FCC's policies and
rules permit joint ownership and joint operation of local
radio stations in certain circumstances. Those stations
taking advantage of these joint arrangements may in certain
circumstances have lower operational costs and may be able
to offer advertisers more attractive rates and services.
Jacor's audience ratings and competitive position will be
subject to change, and any adverse change in a particular
market could have a material adverse effect on the revenue
of Jacor's stations in that market. Although Jacor believes
that each of its stations will be able to compete
effectively in the market, there can be no assurance that
any one of its stations will be able to maintain or increase
its current audience ratings and advertising revenue.
<PAGE>
Although the radio broadcasting industry is highly
competitive, some legal restrictions on entry exist. The
operation of a radio broadcast station requires a license
from the FCC and the number of radio stations that can
operate in a given market is limited by the availability of
the FM and AM radio frequencies that the FCC will license in
that market.
Jacor's stations also compete directly for advertising
revenues with other media, including broadcast television,
cable television, newspapers, magazines, direct mail,
coupons and billboard advertising. In addition, the radio
broadcasting industry is subject to competition from new
media technologies that are being developed or introduced,
such as the delivery of audio programming by cable
television systems and the Internet and by digital audio
broadcasting. Increasingly, audiences are able to access
audio program services over the Internet, including out-of-
market stations and programming not otherwise available over
broadcast stations. This activity introduces new
competition for audience attention, particularly for people
who might otherwise listen to local radio stations in the
workplace. The Internet also creates new competition for
advertisers, both for spots within programming and with
respect to ancillary advertising outlets such as web pages.
The Internet is still evolving rapidly, and Jacor cannot
assure that these developments will not have an adverse
effect on its future operations. The radio broadcasting
industry historically has grown despite the introduction of
new technologies for the delivery of entertainment and
information, such as television broadcasting, cable
television, audio tapes and compact discs. Greater
population and greater availability of radios, particularly
car and portable radios, have contributed to this growth.
There can be no assurance, however, that the development or
introduction in the future of any new media technology will
not have an adverse effect on the radio broadcasting
industry. Jacor also competes with other radio station
groups to purchase additional stations.
<PAGE>
Television stations compete for audiences and advertising
revenues with radio and other television stations and
multichannel video program distributors in their market
areas and with other advertising media such as newspapers,
magazines, outdoor advertising and direct mail. Competition
for sales of television advertising time is based primarily
on the anticipated and actually delivered size and
demographic characteristics of audiences as determined by
various services, price, the time of day when the
advertising is to be broadcast, competition from other
television stations, including affiliates of broadcast
television networks, cable television systems and other
media and general economic conditions. Competition for
audiences is based primarily on the selection of
programming, the acceptance of which is dependent on the
reaction of the viewing public, which is often difficult to
predict. Additional elements that are material to the
competitive position of television stations include
management experience, authorized power and assigned
frequency. The broadcasting industry is continually faced
with technical changes and innovations, the popularity of
competing entertainment and communications media, changes in
labor conditions, and governmental restrictions or actions
of Federal regulatory bodies, including the FCC, any of
which could possibly have a material effect on a television
station's operations and profits. There are sources of video
service other than conventional television stations, the
most common being cable television, which can increase
competition for a broadcast television station by bringing
into its market distant broadcast signals not otherwise
available to the station's audience, serving as a
distribution system for national satellite-delivered
programming and other non-broadcast programming originated
on a cable system and selling advertising time to local
advertisers. Other principal sources of competition include
home video exhibition, direct-to-home broadcast satellite
television services and multichannel multipoint distribution
services.
Moreover, technological advances and regulatory changes
affecting program delivery through fiber optic telephone
lines and video compression could lower entry barriers for
new video channels and encourage the development of
increasingly specialized "niche" programming. The Telecom
Act permits telephone companies to provide video
distribution services via radio communication, on a common
carrier basis, as "cable systems" or as "open video
systems", each pursuant to different regulatory schemes.
Jacor is unable to predict the effect that these
technological and regulatory changes will have on the
broadcast television industry and on the future
profitability and value of a particular broadcast television
station.
The Internet also may have a substantial competitive impact
on television stations, either by providing an alternative
means of distributing video programming (through streaming
or other technologies) or by otherwise attracting audience
and thereby reducing the audiences for broadcast television.
The Internet is undergoing rapid changes and development and
Jacor cannot evaluate its effects.
<PAGE>
Jacor cannot predict what other matters might be considered
in the future, nor can it judge in advance what impact, if
any, the implementation of any of these proposals or changes
might have on its business.
Regulation of Business
Existing Regulation and 1996 Legislation
Television and radio broadcasting are subject to the
jurisdiction of the FCC under the Communications Act of
1934 (the "Communications Act"). The Communications Act
prohibits the operation of a television or radio
broadcasting station except under a license issued by the
FCC and empowers the FCC, among other things, to:
- - issue, renew, revoke and modify broadcasting licenses;
- - assign frequency bands;
- - determine stations' frequencies, locations, and power;
- - regulate the equipment used by stations;
- - adopt other regulations to carry out the provisions of
the Communications Act;
- - impose penalties for violation of such regulations; and
- - impose fees for processing applications and other
administrative functions.
The Communications Act prohibits the assignment of a license
or the transfer of control of a licensee without prior
approval of the FCC. Under the Communications Act, the FCC
also regulates certain aspects of the operation of cable
television systems and other electronic media that compete
with broadcasting stations.
The Telecommunications Act of 1996 (the "1996 Act")
represented the most comprehensive overhaul of the country's
telecommunications laws in more than 60 years. The
Communications Act originated at a time when telephone and
broadcasting technologies were quite distinct and addressed
different consumer needs. As a consequence, both the
statute and its implementing regulatory scheme were designed
to compartmentalize the various sectors of the
telecommunications industry. The 1996 Act removed or relaxed
the statutory barriers to telephone company entry into the
video programming delivery business, to cable company
provision of telephone service, and to common ownership of
broadcast television and cable properties.
The 1996 Act also significantly changed both the process for
renewal of broadcast station licenses and the broadcast
ownership rules. The 1996 Act established a "two-step"
renewal process that limits the FCC's discretion to consider
applications filed in competition with an incumbent's
renewal application. The 1996 Act also substantially
liberalized the national broadcast ownership rules,
eliminating the national radio limits and easing the
national restrictions on television ownership. The 1996 Act
also relaxed local radio ownership restrictions, but left
local television ownership restrictions in place pending
further FCC review.
<PAGE>
This new regulatory flexibility has engendered aggressive
local, regional, and/or national acquisition campaigns.
Removal of previous station ownership limitations on leading
media companies, such as existing networks and major station
groups, has increased sharply the competition for and the
prices of attractive stations.
License Grant and Renewal
Prior to the passage of the 1996 Act, television and radio
broadcasting licenses generally were granted or renewed for
periods of five and seven years, respectively, upon a
finding by the FCC that the "public interest, convenience,
and necessity" would be served thereby. At the time an
application is made for renewal of a television or radio
license, parties in interest may file petitions to deny the
application, and others may object informally to grant of
the application. Such parties, including members of the
public, may comment upon matters related to whether renewal
is warranted, including the service the station has provided
during the preceding license term. Prior to passage of the
1996 Act, any person or entity also was permitted to file a
competing application for authority to operate on the
station's channel and replace the incumbent licensee.
Renewal applications were granted without a hearing if there
were no competing applications and if issues raised by
petitioners to deny or informal objectors to such
applications were not serious enough to cause the FCC to
order a hearing. If competing applications were filed, or
if sufficiently serious issues were raised by a petitioner
or objector, a full comparative hearing was required.
Under the 1996 Act, the statutory restriction on the length
of broadcast licenses has been amended to allow the FCC to
grant broadcast licenses to both television and radio
stations for terms of up to eight years. The 1996 Act also
requires renewal of a broadcast license if the FCC finds
that
- - the station has served the public interest,
convenience, and necessity;
- - there have been no serious violations of either the
Communications Act or the FCC's rules and regulations by the
licensee; and
- - there have been no other serious violations which taken
together constitute a pattern of abuse.
In making its determination, the FCC may still consider
petitions to deny and informal objections, and may order a
hearing if such petitions or objections raise sufficiently
serious issues, but cannot consider whether the public
interest would be better served by a person or entity other
than the renewal applicant. Instead, under the 1996 Act,
competing applications for the same frequency may be
accepted only after the FCC has denied an incumbent's
application for renewal of license.
Although in the vast majority of cases broadcast licenses
are renewed by the FCC even when petitions to deny or
informal objections are filed, there can be no assurance
that any of our stations' licenses will be renewed at the
expiration of their terms.
<PAGE>
Multiple Ownership Restrictions
The FCC has promulgated rules that, among other things,
limit the ability of individuals and entities to own or have
an "attributable interest" in broadcast stations, as well as
other specified mass media entities. Prior to the passage
of the 1996 Act, these rules included limits on the number
of radio and television stations that could be owned on both
a national and local basis. On a national basis, the rules
generally precluded any individual or entity from having an
attributable interest in more than 20 AM radio stations, 20
FM radio stations and 12 television stations. Moreover, the
aggregate audience reach of the co-owned television stations
could not exceed 25% of all U.S. television households.
The 1996 Act completely revised the television and radio
ownership rules via changes the FCC implemented in two
orders issued on March 8, 1996. With respect to television,
the 1996 Act and the FCC's subsequently issued orders
eliminated the 12-station national limit for station
ownership and increased the national audience reach
limitation from 25% to 35%. On a local basis, however, the
1996 Act did not alter current FCC rules prohibiting an
individual or entity from holding an attributable interest
in more than one television station in a market. The 1996
Act did require the FCC to conduct a rulemaking proceeding,
however, to determine whether to retain or modify this so-
called "TV duopoly rule," including narrowing the rule's
geographic scope and permitting some two-station
combinations at least in certain (large) markets. In August
1999, the FCC completed this rulemaking and adopted a
revised television duopoly rule. Under the new rule,
permissible common ownership of television stations is
dictated by Nielsen Designated Market Areas, or "DMAs." A
company may own two television stations in a DMA if the
stations' Grade B contours do not overlap. Conversely, a
company may own television stations in separate DMAs even if
the stations' service contours do overlap. Furthermore, a
company may own two television stations in a DMA with
overlapping Grade B contours if (i) at least eight
independently owned and operating full-power television
stations will remain in the DMA after the combination; and
(ii) at least one of the commonly owned stations is not
among the top four stations in the market in terms of
audience share. The FCC will presumptively waive these
criteria and allow the acquisition of a second same-market
television station where the station being acquired is shown
to be "failed" or "failing" (under specific FCC definitions
of those terms), or authorized but not built. A buyer
seeking such a waiver must also demonstrate that it is the
only buyer ready, willing, and able to operate the station,
and that sale to an out-of-market buyer would result in an
artificially depressed price.
With respect to radio licensees, the 1996 Act and the FCC's
subsequently issued rule changes eliminated the national
ownership restriction, allowing one entity to own nationally
any number of AM or FM broadcast stations. The 1996 Act and
the FCC's implementing rules also greatly eased local radio
ownership restrictions. The maximum allowable number of
stations that may be commonly owned in a market varies
depending on the number of radio stations within that
market, as determined using a method prescribed by the FCC.
In markets with more than 45 stations, one company may own,
operate, or control eight stations, with no more than five
in any one service (AM or FM). In markets of 30-44
stations, one company may own seven stations, with no more
than four in any one service; in markets with 15-29
stations, one entity may own six stations, with no more than
four in any one service. In markets with 14 commercial
stations or less, one company may own up to five stations or
50% of all of the stations, whichever is less, with no more
than three in any one service. These new rules permit
common ownership of substantially more stations in the same
market than did the FCC's prior rules, which at most allowed
ownership of no more than two AM stations and two FM
stations even in the largest markets.
<PAGE>
Irrespective of FCC rules governing radio ownership,
however, the Antitrust Division of the United States
Department of Justice ("Antitrust Division") and the Federal
Trade Commission ("FTC") have the authority to determine
that a particular transaction presents antitrust concerns.
Following the passage of the 1996 Act, the Antitrust
Division has become more aggressive in reviewing proposed
acquisitions of radio stations, particularly in instances
where the proposed acquirer already owns one or more radio
stations in a particular market and seeks to acquire another
radio station in the same market. The Antitrust Division
has, in some cases, obtained consent decrees requiring radio
station divestitures in a particular market based on
allegations that acquisitions would lead to unacceptable
concentration levels. The FCC has also been more aggressive
in independently examining issues of market concentration
when considering radio station acquisitions. The FCC has
delayed its approval of numerous proposed radio station
purchases by various parties because of market concentration
concerns, and generally will not approve radio acquisitions
where the Antitrust Division has expressed concentration
concerns, even if the acquisition complies with the FCC's
numerical station limits. Moreover, in recent months the
FCC has followed a policy of giving specific public notice
of its intention to conduct additional ownership
concentration analysis, and soliciting public comment on
"the issue of concentration and its effect on competition
and diversity," with respect to certain applications for
consent to radio station acquisitions based on advertising
revenue shares or other criteria.
In 1992, the FCC adopted rules with respect to so-called
local marketing agreements, or "LMAs", by which the licensee
of one radio station provides substantially all the
programming for another licensee's station in the same
market and sells all of the advertising within that
programming. Under these rules, in determining the number
of radio stations that a single entity may control, an
entity that owns one or more radio stations in a market and
programs a station in the same market pursuant to an LMA is
required, under certain circumstances, to count the LMA
station toward its local radio ownership limits even though
it does not own the station. As a result, in a market where
Jacor or Clear Channel own one or more radio stations, the
Company generally cannot provide programming under an LMA to
another radio station if the station cannot be acquired
under the local radio ownership rules.
In August 1999, the FCC adopted rules for television LMAs
similar to those that govern radio LMAs. As is the case for
radio LMAs, an entity that owns a television station and
programs more than 15% of the broadcast time on another
television station in the same market is now required to
count the LMA station toward its television ownership limits
even though it does not own the station. Thus, in the
future with respect to markets in which Jacor or Clear
Channel own television stations, the Company generally will
not be able to enter into an LMA with another television
station in the same market if the station cannot be acquired
under the revised television duopoly rule.
In adopting these new rules concerning television LMAs,
however, the FCC provided "grandfathering" relief for LMAs
that were in effect at the time of the rule change.
Television LMAs that were in place at the time of the new
rules and were entered into before November 5, 1996, were
allowed to continue at least through 2004, when the FCC is
scheduled to undertake a comprehensive review and re-
evaluation of its broadcast ownership rules. Such LMAs
entered into after November 5, 1996, were allowed to
continue until August 5, 2001, at which point they must be
terminated unless they comply with the revised television
duopoly rule.
<PAGE>
A number of cross-ownership rules pertain to licensees of
television and radio stations. FCC rules, the
Communications Act or both generally prohibit an individual
or entity from having an attributable interest in both a
television station and a daily newspaper or cable television
system that is located in the same market served by the
television station.
Prior to August 1999, FCC rules also generally prohibited
common ownership of a television station and one or more
radio stations in the same market, although the FCC in many
cases allowed such combinations under waivers of the rule.
In August 1999, however, the FCC comprehensively revised its
radio/television cross-ownership rule. The revised rule
permits the common ownership of one television and up to
seven same-market radio stations, or up to two television
and six same-market radio stations, if the market will have
at least twenty separately owned broadcast, newspaper and
cable "voices" after the combination. Common ownership of
up to two television and four radio stations is permissible
when ten "voices" will remain, and common ownership of up to
two television and one radio station is permissible in all
markets regardless of voice count. The radio/television
limits, moreover, are subject to the compliance of the
television and radio components of the combination with the
television duopoly rule and the local radio ownership
limits, respectively. Waivers of the radio/television cross-
ownership rule are available only where the station being
acquired is "failed" (i.e., off the air for at least four
months or involved in court-supervised involuntary
bankruptcy or insolvency proceedings). A buyer seeking such
a waiver must also demonstrate that it is the only buyer
ready, willing, and able to operate the station, and that
sale to an out-of-market buyer would result in an
artificially depressed price.
There are nine markets where Jacor or Clear Channel own both
radio and television stations under temporary and
conditional waivers of the prior radio/television cross-
ownership rule. In some of these markets, the number of
radio stations Jacor or Clear Channel own complies with the
limit imposed by the revised rule, and Clear Channel has
asked the FCC to permanently authorize its common ownership
of its radio and television stations in such markets. In
those markets where the number of radio stations Jacor or
Clear Channel own exceeds the limit under the revised rule,
the present television/radio combinations nonetheless may be
retained at least until 2004, when the FCC is scheduled to
undertake a comprehensive review and re-evaluation of its
broadcast ownership rules. As with grandfathered television
LMAs, beginning in September 2000 Clear Channel will have
the opportunity to obtain permanent authorization for its
non-compliant radio/television combinations by demonstrating
to the FCC, among other things, the public interest benefits
the combinations have produced and the extent to which the
combinations have enabled the television stations involved
to convert to digital operation.
<PAGE>
The 1996 Act eliminated a statutory prohibition against
common ownership of television broadcast stations and cable
systems serving the same area, but left the current FCC rule
in place. The 1996 Act stipulates that the FCC should not
consider the repeal of the statutory ban in any review of
its applicable rules. The legislation also eliminated the
FCC's former network/cable cross-ownership limitations, but
allowed the FCC to adopt regulations if necessary to ensure
carriage, appropriate channel positioning, and
nondiscriminatory treatment of non-affiliated broadcast
stations on network-owned cable systems. The FCC eliminated
the restriction and determined that additional safeguards
were not necessary at this time.
The 1996 Act did not alter the FCC's newspaper/broadcast
cross-ownership restrictions. However, the FCC is
considering whether to change the policy pursuant to which
it considers waivers of the radio/newspaper cross-ownership
rule. Finally, the 1996 Act and the FCC's subsequently
issued rule changes revised the long-standing "dual network"
rule to permit television broadcast stations to affiliate
with an entity that maintains two or more networks, unless
the combination is composed of (a) two of the four existing
networks (ABC, CBS, NBC or FOX) or (b) any of the four
existing networks and one of the two emerging networks (WB
or UPN).
Expansion of the Company's broadcast operations in
particular areas and nationwide will continue to be subject
to the FCC's ownership rules and any further changes the FCC
or Congress may adopt. Significantly, the 1996 Act requires
the FCC to review its remaining ownership rules biennially
as part of its regulatory reform obligations to determine
whether its various rules are still necessary. The first
such biennial review commenced March 13, 1998, with the
FCC's adoption of a notice of inquiry soliciting comment on
its ownership rules. In this notice of inquiry, the FCC has
requested specific comment on
- - the manner in which the FCC counts stations for
purposes of the local radio multiple ownership rule;
- - the "UHF discount," under which UHF television stations
are attributed with only 50% of their reach for purposes of
the national television audience reach limit;
- - the prohibition on common ownership of a daily
newspaper and a radio or TV broadcast station in the same
market; and
- - the prohibition on common ownership of a television
station and a cable system in the same market.
We cannot predict the impact of the biennial review process
or any other agency or legislative initiatives upon the
FCC's broadcast rules. Further, the 1996 Act's relaxation
of the FCC's ownership rules has increased the level
of competition in many markets in which our stations are
located.
<PAGE>
Under the FCC's ownership rules, a direct or indirect
purchaser of certain types of our securities could violate
FCC regulations or policies if that purchaser owned or
acquired an "attributable" interest in other media
properties in the same areas as stations owned by us or in a
manner otherwise prohibited by the FCC. All officers and
directors of a licensee and any direct or indirect parent,
as well as general partners, limited partners and limited
liability company members who are not properly "insulated"
from management activities, and stockholders who own five
percent or more of the outstanding voting stock of a
licensee, either directly or indirectly, generally will be
deemed to have an attributable interest in the license.
Certain institutional investors who exert no control or
influence over a licensee may own up to twenty percent of
such outstanding voting stock before attribution occurs.
Under current FCC regulations, debt instruments, non-voting
stock, properly insulated limited partnership and limited
liability company interests as to which the licensee
certifies that the interest holders are not "materially
involved" in the management and operation of the subject
media property, and voting stock held by minority
stockholders in cases in which there is a single majority
stockholder generally are not subject to attribution unless
such interests implicate the FCC's recently-adopted
"equity/debt plus," or "EDP," rule. Under the EDP rule, an
aggregate interest in excess of 33% of a licensee's total
asset value (equity plus debt) is attributable if the
interest holder is either a major program supplier
(providing over 15% of the licensee's station's total weekly
broadcast programming hours) or a same-market media owner
(including broadcasters, cable operators, and newspapers).
To the best of our knowledge at present, none of our
officers, directors or five percent stockholders holds an
interest in another television station, radio station, cable
television system or daily newspaper that is inconsistent
with the FCC's ownership rules and policies.
Alien Ownership Restrictions
The Communications Act restricts the ability of foreign
entities or individuals to own or hold certain interests in
broadcast licenses. Foreign governments, representatives of
foreign governments, non-U.S. citizens, representatives of
non-U.S. citizens, and corporations or partnerships
organized under the laws of a foreign nation are barred from
holding broadcast licenses. Non-U.S. citizens,
collectively, may directly or indirectly own or vote up to
twenty percent of the capital stock of a corporate licensee.
In addition, a broadcast license may not be granted to or
held by any corporation that is controlled, directly or
indirectly, by any other corporation more than one-fourth of
whose capital stock is owned or voted by non-U.S. citizens
or their representatives, by foreign governments or their
representatives, or by non-U.S. corporations, if the FCC
finds that the public interest will be served by the refusal
or revocation of such license. The FCC has interpreted this
provision of the Communications Act to require an
affirmative public interest finding before a broadcast
license may be granted to or held by any such corporation,
and the FCC has made such an affirmative finding only in
limited circumstances. Since we or our parent serve as a
holding company for subsidiaries that serve as licensees for
our stations, we may be restricted from having more than one-
fourth of our stock owned or voted directly or indirectly by
non-U.S. citizens, foreign governments, representatives of
non-foreign governments, or foreign corporations.
<PAGE>
Other Regulations Affecting Broadcast Stations
General. The FCC has significantly reduced its past
regulation of broadcast stations, including elimination of
formal ascertainment requirements and guidelines concerning
amounts of certain types of programming and commercial
matter that may be broadcast. There are, however, FCC rules
and policies, and rules and policies of other federal
agencies, that regulate matters such as network-affiliate
relations, the ability of stations to obtain exclusive
rights to air syndicated programming, cable systems'
carriage of local television stations and of syndicated and
network programming on distant stations, political
advertising practices, application procedures and other
areas affecting the business or operations of broadcast
stations.
Children's Television Programming. The FCC has adopted
rules to implement the Children's Television Act of 1990,
which, among other provisions, limits the permissible amount
of commercial matter in children's programs and requires
each television station to present "educational and
informational" children's programming. The FCC also has
adopted renewal processing guidelines effectively requiring
television stations to broadcast an average of three hours
per week of children's educational programming.
Closed Captioning. The FCC has adopted rules requiring
closed captioning of broadcast television programming. The
rules require generally that (i) 100% of all new programming
first published or exhibited on or after January 1, 1998
must be closed captioned within eight years, and (ii) 75% of
"old" programming which first aired prior to January 1, 1998
must be closed captioned within 10 years, subject to certain
exemptions.
Television Violence. The 1996 Act contains a number of
provisions relating to television violence. First, pursuant
to the 1996 Act, the television industry has developed a
ratings system which the FCC has approved. Furthermore,
also pursuant to the 1996 Act, the FCC has adopted rules
requiring certain television sets to include the so-called
"V-chip," a computer chip that allows blocking of rated
programming. Under these rules, half of all television
receiver models with picture screens 13 inches or greater
were required to have the "V-chip" by July 1, 1999, and all
such models were required to have the "V-chip" by January 1,
2000. In addition, the 1996 Act requires that all
television license renewal applications filed after May 1,
1995 contain summaries of written comments and suggestions
received by the station from the public regarding violent
programming.
Recent Developments, Proposed Legislation and Regulation
Equal Employment Opportunity. In April 1998, the U.S. Court
of Appeals for the D.C. Circuit concluded that the
affirmative action requirements of the FCC's Equal
Employment Opportunity ("EEO") regulations were
unconstitutional. The FCC responded to the court's ruling
in September 1998 by suspending its requirements for the
filing by broadcasters of annual employment reports and
program reports. In January 2000, the FCC adopted new EEO
rules, which (1) require broadcast licensees to widely
disseminate information about job openings to all segments
of the community; and (2) give broadcasters the choice of
implementing two FCC-suggested supplemental recruitment
measures or, alternatively, designing their own broad
recruitment/outreach program. The FCC also reinstated its
requirement that broadcasters file annual employment reports
and other EEO-related forms with the FCC.
<PAGE>
Distribution of Video Services by Telephone Companies.
Recent actions by Congress, the FCC and the courts all
presage significant future involvement in the provision of
video services by telephone companies. We cannot predict
either the timing or the extent of such involvement. These
developments all relate to a former provision of the
Communications Act that prohibited a local telephone company
from providing video programming directly to subscribers
within the company's telephone service areas. As applied by
government regulators historically, the former provision
prevented telephone companies from providing cable service
over either the telephone network or a separate cable system
located within the telephone service area. That provision
has now been superseded by the 1996 Act, which provides for
telephone company entry into the distribution of video
services either under the laws and rules applicable to cable
systems as operators of so-called "wireless cable systems",
as common carriers or under new rules devised by the FCC for
"open video systems" subject to certain common carrier
requirements.
The 1996 Act also eliminated the FCC's "video dialtone"
rules, which allowed telephone companies to provide a
transport "platform" to multiple video programmers,
including, potentially, competing program packages, on a non-
discriminatory, common carrier basis. The legislation does
not affect any video dialtone systems approved prior to
enactment of the 1996 Act. Congress instead has determined
that telephone companies may offer video programming either
as a traditional cable operator, as a so-called "wireless
cable" operator, as a common carrier, or through operation
of an "open video system." Although Congress specifically
preempted the FCC's video dialtone rules, the legislation's
directives for open video systems resemble the rules adopted
or proposed for video dialtone systems in certain respects.
These include the requirements that the operator of an open
video system offer carriage capacity to various video
programming providers under nondiscriminatory rates, terms,
and conditions; and if demand for carriage exceeds the
channel capacity of the open video system, the operator
generally is barred from devoting more than one-third of the
system's capacity to programming provided by itself or an
affiliate.
The 1992 Cable Act. On October 5, 1992, Congress enacted
the Cable Television Consumer Protection and Competition Act
of 1992 (the "1992 Cable Act"), which, among other matters,
includes provisions respecting the carriage of television
stations' signals by cable television systems. The signal
carriage, or "must carry," provisions of the 1992 Cable Act
require cable operators to carry the signals of local
commercial and non-commercial television stations and
certain low power television stations. Systems with 12 or
fewer usable activated channels and more than 300
subscribers must carry the signals of at least three local
commercial television stations. A cable system with more
than 12 usable activated channels, regardless of the number
of subscribers, must carry the signals of all local
commercial television stations, up to one-third of the
aggregate number of usable activated channels of such a
system. The 1992 Cable Act also includes a retransmission
consent provision that prohibits cable operators and other
multi-channel video programming distributors from carrying
broadcast signals without obtaining the station's consent in
certain circumstances. The "must carry" and retransmission
consent provisions are related in that a local television
broadcaster, on a cable system-by-cable system basis, must
make a choice once every three years whether to proceed
under the "must carry" rules or to waive the right to
mandatory but uncompensated carriage and negotiate a grant
of retransmission consent to permit the cable system to
carry the station's signal, in most cases in exchange for
some form of consideration from the cable operator. Cable
systems and other multi-channel video programming
distributors must obtain retransmission consent to carry all
distant commercial stations other than "super stations"
delivered via satellite.
<PAGE>
In March 1997, the U.S. Supreme Court upheld the
constitutionality of the must-carry provisions of the 1992
Cable Act. As a result, the regulatory scheme promulgated
by the FCC to implement the must-carry provisions of the
1992 Cable Act remains in effect. Whether and to what
extent such must-carry rights will extend to the new digital
television signals (see below) to be broadcast by licensed
television stations, including those owned by us, over the
next several years is still a matter to be determined in an
ongoing rulemaking proceeding initiated by the FCC in July
1998. FCC rules that impose no or limited obligations on
cable systems and other multi-channel video programming
distributors to carry the digital signals of television
broadcast stations in their local markets could adversely
affect our operations.
The 1992 Cable Act was amended in several important respects
by the 1996 Act. Most notably, as discussed above, the 1996
Act repealed the cross-ownership ban between cable and
telephone entities and the FCC's former video dialtone
rules. These actions, among other regulatory developments,
permit involvement by telephone companies in providing video
services. We cannot predict the impact that telephone
company entry into video programming will have upon the
broadcasting industry.
The 1996 Act also repealed or curtailed several cable-
related ownership and cross-ownership restrictions. For
example, as noted above, the 1996 Act eliminated the
broadcast network/cable cross-ownership limitations and the
statutory prohibition on TV/cable cross-ownership.
Advanced Television Service. The FCC has taken a number of
steps to implement digital television broadcasting service
in the United States. In December 1996, the FCC adopted a
digital television broadcast standard and, in April 1997,
adopted decisions in several pending rulemaking proceedings
that establish service rules and a plan for implementing
digital television. The FCC adopted a digital television
table of allotments that provides all authorized television
stations with a second channel on which to broadcast a
digital television signal. The FCC has attempted to provide
digital television coverage areas that are comparable to
stations' existing service areas. The FCC has ruled that
television broadcast licensees may use their digital
channels for a wide variety of services such as high-
definition television, multiple standard definition
television programming, audio, data, and other types of
communications, subject to the requirement that each
broadcaster provide at least one free video channel equal in
quality to the current technical standard.
Digital television channels will generally be located in the
range of channels from channel 2 through channel 51.
Stations must construct their DTV facilities and be on the
air with a digital signal according to a schedule by the FCC
based on the type of station and the size of the market in
which it is located. For example, all ABC, CBS, NBC and FOX
network affiliates in the 10 largest markets were required
to be on the air with a digital signal by May 1, 1999.
Affiliates of the four major networks in the top 30 markets
were required to be transmitting digital signals by November
1, 1999. All other commercial broadcasters must follow suit
by May 1, 2002.
<PAGE>
The FCC's plan calls for the digital television transition
period to end in the year 2006, at which time the FCC
expects that television broadcasters will cease non-digital
broadcasting and return one of their two channels to the
government, allowing that spectrum to be recovered for other
uses. Under the Balanced Budget Act, however, the FCC is
authorized to extend the December 31, 2006 deadline for
reclamation of a television station's non-digital channel
if, in any given case:
- - one or more television stations affiliated with ABC,
CBS, NBC or FOX in a market is not broadcasting digitally,
and the FCC determines that such stations have "exercised
due diligence" in attempting to convert to digital
broadcasting; or
- - less than 85% of the television households in the
station's market subscribe to a multichannel video service
that carries at least one digital channel from each of the
local stations in that market, and less than 85% of the
television households in the market can receive digital
signals off the air using either a set-top converter box for
an analog television set or a new digital television set.
The FCC is currently considering whether cable television
system operators should be required to carry local stations'
digital television signals in addition to the currently
required carriage of such stations' analog signals. In July
1998, the FCC issued a Notice of Proposed Rulemaking posing
seven different options for the carriage of digital signals
and solicited comments from all interested parties. The FCC
has yet to issue a decision on this matter.
The FCC also is considering the impact of low power
television ("LPTV") stations on digital broadcasting.
Currently, stations in the LPTV service are authorized with
"secondary" frequency use status, and, as such, may not
cause interference to, and must accept interference from,
full service television stations. With the conversion to
DTV now underway, LPTV stations, which already were required
to protect existing analog television stations, are now
required to protect the new DTV stations and allotments as
well. Thus, if an LPTV station causes interference to a new
DTV station, the LPTV station must either find a suitable
replacement channel or, if unable to do so, cease operating.
In recognition of the consequences the DTV transition could
have on many LPTV stations, legislation enacted in November
1999 created a new "Class A" LPTV service that will afford
some measure of primary status (i.e., interference
protection) to certain qualifying LPTV stations. Thus, in
the future, full service television stations will have to
provide interference protection to all LPTV stations
certified as Class A. In accordance with the recently
enacted law, in January 2000, the FCC sought comment on
proposed rules for the new Class A television service.
Congress has directed the FCC to finalize its rules by March
28, 2000. We cannot predict the form of the new rules or
the impact of such rules on our operation.
In December 1999, the FCC commenced a proceeding seeking
comment on the public interest obligations of digital
television broadcasters. Specifically, the Commission is
requesting information in four general areas: (1) the new
flexibility and capabilities of digital television, such as
multiple channel transmission; (2) service to local
communities in terms of providing information on public
interest activities and disaster relief; (3) enhancing
access to the media by persons with disabilities and using
DTV to encourage diversity in the digital era; and (4)
enhancing the quality of political discourse. The FCC
stated that it was not proposing new rules or policies, but
merely seeking to create a forum for public debate on how
broadcasters can best serve the public interest during and
after the transition to DTV.
<PAGE>
Implementation of digital television will improve the
technical quality of television signals received by viewers
and will give television broadcasters the flexibility to
provide new services, including high definition television
or multiple programs of standard definition television and
data transmission. However, the implementation of digital
television will also impose substantial additional costs on
television stations because of the need to replace equipment
and because some stations will need to operate at higher
utility costs. In addition, the 1996 Act allows the FCC to
charge a spectrum fee to broadcasters who use the digital
spectrum to offer subscription-based services. The FCC has
adopted rules that require broadcasters to pay a fee of 5%
of gross revenues received from ancillary or supplementary
uses of the digital spectrum for which they charge
subscription fees. We cannot predict what future actions
the FCC might take with respect to digital television, nor
can we predict the effect of the FCC's present digital
television implementation plan or such future actions on our
business. We and our parent company will incur considerable
expense in the conversion to digital television and are
unable to predict the extent or timing of consumer demand
for digital television services.
Digital Audio Radio Service. In January 1995, the FCC
adopted rules to allocate spectrum for satellite digital
audio radio service. Satellite digital audio radio service
systems potentially could provide for regional or nationwide
distribution of radio programming with fidelity comparable
to compact discs. The FCC has issued two authorizations to
launch and operate satellite digital audio radio service.
The FCC also has undertaken an inquiry regarding rules for
the terrestrial broadcast of digital audio radio service
signals, addressing, among other things, the need for
spectrum outside the existing FM band and the role of
existing broadcasters. We cannot predict the impact of
either satellite digital audio radio service or terrestrial
digital audio radio service on our business.
Low Power FM Radio Service. In January 2000, the FCC
created two new classes of noncommercial low power FM radio
stations ("LPFM"). One class (LP100) will operate with a
maximum power of 100 watts and a service radius of about 3.5
miles. The other class (LP10) will operate with a maximum
power of 10 watts and a service radius of about 1 to 2
miles. In establishing the new LPFM service, the FCC said
that its goal is to create a class of radio stations
designed "to serve very localized communities or
underrepresented groups within communities." We cannot
predict the impact of low power FM radio stations on our
business.
Direct Broadcast Satellite Systems. There are currently in
operation several direct broadcast satellite systems that
serve the United States, and it is anticipated that
additional systems will become operational over the next
several years. Direct broadcast satellite systems provide
programming on a subscription basis to those who have
purchased and installed a satellite signal receiving dish
and associated decoder equipment. Direct broadcast
satellite systems claim to provide visual picture quality
comparable to that found in movie theaters and aural quality
comparable to digital audio compact discs. We cannot
predict the impact of direct broadcast satellite systems on
our business.
<PAGE>
Congress and the FCC currently have under consideration, and
may in the future adopt, new laws, regulations and policies
regarding a wide variety of matters that could affect,
directly or indirectly, the operation and ownership of our
broadcast properties. In addition to the changes and
proposed changes noted above, such matters include, for
example, the license renewal process, spectrum use fees,
political advertising rates, and potential restrictions on
the advertising of certain products such as beer and wine.
Other matters that could affect our broadcast properties
include technological innovations and developments generally
affecting competition in the mass communications industry,
such as direct broadcast satellite service, the continued
establishment of wireless cable systems and low power
television stations, digital television and radio
technologies, the establishment of a low power FM radio
service, and the advent of telephone company participation
in the provision of video programming service.
The foregoing is a brief summary of certain provisions of
the Communications Act, the 1996 Act, the 1992 Cable Act,
and specific regulations and policies of the FCC thereunder.
This description does not purport to be comprehensive and
reference should be made to the Communications Act, the 1996
Act, the 1992 Cable Act, the FCC's rules and the public
notices and rulings of the FCC for further information
concerning the nature and extent of federal regulation of
broadcast stations. Proposals for additional or revised
regulations and requirements are pending before and are
being considered by Congress and federal regulatory agencies
from time to time. Also, various of the foregoing matters
are now, or may become, the subject of court litigation, and
we cannot predict the outcome of any such litigation or its
impact on our broadcast business.
Energy and Environmental Matters
Jacor's source of energy used in its broadcasting operations
is electricity. No limitations have been placed on the
availability of electrical power, and management believes
its energy sources are adequate. Management believes that
Jacor is currently in material compliance with all statutory
and administrative requirements as related to environmental
quality and pollution control.
Environmental Matters
The Company is subject to federal, state and local laws,
regulations and ordinances that (i) govern activities or
operations that may have adverse environmental effects (such
as emissions to air, discharges to water, and the
generation, handling, storage and disposal of solid and
hazardous wastes) or (ii) impose liability for the costs of
cleanup or other remediation of contaminated property,
including damages from spills, disposals or other releases
of hazardous substances or wastes, in certain circumstances
without regard to fault. In certain cases, such liabilities
may result from historical operations conducted on the
Company's properties by previous owners or operators of such
properties. The Company has not incurred, and does not
expect to incur, any material expenditures or liabilities
related to environmental matters.
Employees
As of December 31, 1999, Jacor employed approximately 4,800
persons, 3,700 on a full-time and 1,100 on a part-time
basis. Each Jacor broadcast area has its own complement of
employees which generally include a general manager, sales
manager, operations manager, business manager, advertising
sales staff, on-air personalities and clerical personnel.
<PAGE>
Item 2. Property Holdings
Jacor owns and leases space for the office and studio
facilities at its radio station and broadcast service
locations throughout the United States. The same is true
for Jacor's tower sites and antennae.
Jacor owns substantially all of its equipment, consisting
principally of transmitting antennae, transmitters, studio
equipment and general office equipment. The towers,
antennae and other transmission equipment used by Jacor's
stations are in generally good condition. In management's
opinion, the quality of the signals range from good to
excellent, and Jacor is committed to maintaining and
updating its equipment and transmission facilities in order
to achieve the best possible signal in the market area.
Expansion of Jacor's operations generally comes from the
acquisition of stations and their facilities. Jacor
attempts to consolidate new stations into existing locations
whenever feasible. Any future need for additional office
and studio space at existing locations will be satisfied by
the construction of additions to the Jacor-owned facilities
and, in the case of leased facilities, the lease of
additional space or the relocation of the office and studio.
Jacor's office and studio facilities are all located in
downtown or suburban office buildings and are capable of
being relocated to any suitable office facility in the
station market area. Similarly, although many of Jacor's
tower sites are strategically located, all are capable of
being relocated to suitable sites in their particular
station market areas.
Jacor leases approximately 19,162 square feet for its
corporate offices in Covington, Kentucky under a lease
expiring in 2008 with a five-year renewal option.
Although Jacor believes its properties are generally
adequate for its operations, opportunities to upgrade
facilities are continuously reviewed.
Item 3. Legal Proceedings
From time to time, Jacor becomes involved in various claims
and lawsuits that are incidental to its business. In the
opinion of Jacor's management, there are no material legal
proceedings pending against Jacor.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The Company completed a tax-free, stock for stock merger
with Clear Channel as of close of business May 4, 1999,
whereby shares of Jacor common stock were exchanged for
shares of Clear Channel stock at an agreed upon ratio. Upon
conclusion of the Merger, Clear Channel became the sole
shareholder of the Company, owning one outstanding share of
Jacor common stock, therefore there is no market for the
Company's common stock.
Prior to the Clear Channel Merger, the Company's common
stock traded on the Nasdaq National Market tier of the
Nasdaq Stock Market under the symbol "JCOR". The following
table presents the high and low sale prices for the
Company's common stock for each quarter of 1998 and the
first quarter of 1999 as reported on The Nasdaq National
Market. The stock price as of close of business May 4, 1999
was $80.25.
Price Range of
Common Stock
High Low
1998
1st Quarter............................ $63.00 $46.00
2nd Quarter............................ 63.63 50.25
3rd Quarter............................ 65.25 45.31
4th Quarter............................ 65.00 36.88
1999
1st Quarter............................ $77.25 $62.75
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
CLEAR CHANNEL MERGER
On October 8, 1998 the Company entered into a definitive
merger agreement with Clear Channel Communications, Inc.
("Clear Channel") for a tax-free, stock for stock
transaction (the "Merger" or the "Clear Channel Merger").
The Company and Clear Channel consummated the Merger at the
close of business May 4, 1999. Pursuant to terms of the
agreement, each share of Jacor common stock was exchanged
for 1.1573151 shares of Clear Channel common stock. Upon
conclusion of the Merger, Clear Channel became the sole
shareholder of the Company, owning one outstanding share of
Jacor common stock.
Upon consummation of the Merger, a change in control event
occurred with respect to the Company's credit facility,
liquid yield option notes and the senior subordinated notes.
Such change in control gave the credit facility lenders the
right to require repayment of amounts borrowed under the
facility, and required the Company to offer repayment of the
senior subordinated notes at 101% of the principal amount
and the liquid yield option notes at their issue price plus
accrued original issue discount at such date.
As a result of the Merger, all options and stock
appreciation rights for Jacor common stock not vested at the
effective time of the Merger became fully vested and
exercisable one day before the effective time of the Merger.
Clear Channel assumed all of these options and stock
appreciation rights on the same terms and conditions as were
applicable prior to the effective time of the Merger. The
holders may exercise such options and stock appreciation
rights for or with respect to shares of Clear Channel common
stock at an exercise price adjusted to reflect the exchange
ratio of the Merger.
Additionally, the Merger resulted in each holder of the
Company's common stock warrants becoming entitled to
exercise such warrants for shares of Clear Channel common
stock instead of Jacor common stock. Upon the exercise of
such warrants after the Merger, the holders of such warrants
will receive that number of shares of Clear Channel common
stock that the holder would have received if he or she had
exercised such warrants for shares of Jacor common stock
immediately prior to the effective time of the Merger, as
adjusted to reflect the exchange ratio of the Merger.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
GENERAL
The following discussion should be read in conjunction with
the financial statements beginning on page 49.
This Report includes certain forward-looking statements
within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act. When used in this Report,
the words "believes," "anticipates," "expects" and similar
expressions are intended to identify forward-looking
statements. Such statements are subject to a number of
risks and uncertainties. Actual results in the future could
differ materially from those described in the forward-
looking statement as a result of the matters discussed in
this Report generally. The Company undertakes no obligation
to publicly release the results of any revisions to these
forward-looking statements that may be made to reflect any
future events or circumstances.
In the following analysis, management discusses broadcast
cash flow. Broadcast cash flow 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. Broadcast cash flow assists in
comparing 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). It also
excludes non-operating factors such as historical cost
bases, and the effect of corporate general and
administrative expenses, which generally do not relate
directly to the performance of broadcasting entities.
The performance of a broadcasting group, such as the
Company, is customarily measured by its ability to generate
broadcast cash flow. The primary source of the Company's
revenue is the sale of broadcasting time on its stations for
advertising. The Company also generates revenue through the
sale of broadcasting time on non-owned radio stations in
exchange for providing syndicated programming and
comprehensive radio research services to the stations, by
providing sales representation services to third parties,
and through syndicated program fees. The Company's
significant operating expenses are employee salaries, sports
broadcasting rights fees, programming expenses, advertising
and promotion expenses, rental of premises for studios and
transmitting equipment and music license royalty fees.
The Company's radio station revenue is affected primarily by
the advertising rates the Company's stations are able to
charge. These rates are, in large part, based on a
station's ability to attract audiences in the demographic
groups targeted by its advertisers, as principally measured
by Arbitron Metro Area Ratings Surveys.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
GENERAL, Continued
Most advertising contracts are short-term and run only for a
few weeks. Most of the Company's revenue is generated from
local advertising, which is sold by the station's sales
staff. In 1999, approximately 80% of the Company's gross
station revenue was from local advertising and approximately
20% was from national advertising. A station's local sales
staff solicits advertising, either directly from the local
advertiser or through an advertising agency for the local
advertiser. National advertising sales for most of the
Company's stations are made by the Company's national sales
managers in conjunction with the efforts of an independent
advertising representative who specializes in national sales
and is compensated on a commission-only basis.
The Company's broadcasting services include the distribution
of syndicated radio programs and comprehensive radio
research services. The Company enters into contracts with
radio stations throughout the country to supply them with
syndicated programs such as The Rush Limbaugh Show and The
Dr. Laura Program. The Company generates revenue from
distributing its syndicated programming in two ways: (i)
selling commercial broadcast inventory received in exchange
for the syndicated programming, and (ii) cash programming
fees. Aside from The Rush Limbaugh Show and The Dr. Laura
Program, most of the Company's syndicated programs are sold
in exchange for commercial broadcast inventory. In those
cases, the Company's revenues depend on how successful the
Company is in selling air time to advertisers at attractive
rates.
The Company, through its wholly owned subsidiary, Premiere
Radio Networks, Inc. ("Premiere"), also provides research
services, including music play lists and on-air promotion
tracking and call-out research, for eleven radio formats, in
exchange for commercial broadcast inventory instead of on a
cash basis. This practice makes the services more
attractive to radio stations which have limited cash
resources and/or excess commercial broadcast inventory.
Premiere's in house sales force sells commercial broadcast
inventory to more than 500 national advertisers. Premiere
leverages its sales force and generates additional revenues
without significant additional overhead costs by providing
network advertising sales representation services, on a
commission basis, to third-party networks and independent
syndicated programming and service suppliers that do not
have their own sales forces.
Sports broadcasting and the full-service programming
features play an integral part in the Company's operating
strategy. As a result, because of the rights fees and
related costs of broadcasting professional baseball and
football, the costs related to the full-service programming
features of its AM radio stations, as well as the Company's
business strategy to acquire "stick" properties (i.e.,
properties with insignificant ratings and/or little or no
positive broadcast cash flow), the Company's broadcast cash
flow margins are typically lower than its competitors'.
General economic conditions have an impact on the Company's
business and financial results. From time to time the
broadcast areas in which the Company operates experience
weak economic conditions that may negatively affect revenue
of the Company. However, management believes that this
impact is somewhat softened by the Company's diverse
geographical presence. The financial results of the
Company's business are seasonal. Revenues are generally
higher in the second, third and fourth calendar quarters
than in the first quarter.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES
Recent liquidity needs have been driven by the Company's
acquisition strategy. The Company's acquisitions since 1996
have been financed with funds raised through a combination
of debt and equity instruments. The Company currently has
sufficient resources to finance all pending acquisitions.
Financing Activities
Cash used by financing activities was $125.8 million for the
year ended December 31, 1999, as compared to cash provided
of $744.8 million for the year ended December 31, 1998 and
$552.9 million for the year ended December 31, 1997. The
change between years is due primarily to payment of the
outstanding debt under the Company's credit facility and
$22.1 million of the Company's senior subordinated notes due
to the Clear Channel Merger. Additionally, the change is
due in part to the amount of cash necessary for the
acquisition of radio stations and broadcasting related
service companies in the respective years.
Investing Activities
Cash flows used for investing activities were $123.4 million
for the year ended December 31, 1999 as compared to $836.0
million for the year ended December 31, 1998 and $658.3
million for the year ended December 31, 1997. The
variations from year to year are related to varying station
acquisition and disposition activities and capital
expenditures, as described below.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES, Continued
Completed Acquisitions and Dispositions
During 1999, the Company acquired the stock of one and the
broadcast assets and FCC licenses of 31 radio stations and
one low-powered television station in five of the Company's
existing broadcast areas and 14 new broadcast areas for cash
consideration of approximately $116.7 million, of which
approximately $10.5 million was placed in escrow in 1997 and
1998. These acquisitions were funded primarily through
borrowings under the Company's credit facility, which was
paid in full by Clear Channel at the date of the Merger.
The broadcast assets and FCC licenses of 15 radio stations,
and the broadcast assets of one additional radio station,
valued at approximately $86.6 million, in two of the
Company's existing broadcast areas and eight new broadcast
areas, were purchased in part with proceeds held by a
qualified intermediary from the sale of five and exchange of
one station in two broadcast areas, valued at $103.0
million. The remaining cash held by the qualified
intermediary was returned to the Company. The Company also
purchased the stock of one broadcasting services company for
approximately $55.0 million, with contingent consideration
of up to approximately $13.2 million due in 2002. The
Company also sold the broadcast assets and FCC license of
one radio station for $5.0 million in cash.
Recently Completed Dispositions
During the first quarter of 2000, the Company disposed of
the FCC licenses and substantially all of the broadcast
assets of two stations in one broadcast area that had been
placed in trust at the date of the Clear Channel Merger.
Pending Acquisitions and Dispositions
The Company has entered into agreements to purchase the
stock of one and the FCC licenses and substantially all of
the broadcast assets of 18 radio stations in five of the
Company's existing broadcast areas and three new broadcast
areas for approximately $32.6 million in cash, of which
approximately $2.1 million has been placed in escrow. The
Company expects all financing of its pending acquisitions
will be provided by cash flows from operating activities or
its parent company, Clear Channel.
The Company has also entered into agreements to sell the
intellectual property of one station and the FCC licenses
and broadcast assets of seventeen additional stations in
twelve broadcast areas.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES, Continued
See the table beginning on page 5 for a detailed list by
market of the 246 radio stations owned and/or operated by
the Company upon completion of all pending acquisitions and
dispositions.
Capital Expenditures
The Company had capital expenditures of $63.7 million, $36.2
million and $20.0 million for the years ended December 31,
1999, 1998 and 1997, respectively. The Company's capital
expenditures for operations consist primarily of
broadcasting equipment purchases, tower upgrades, and new
facilities to consolidate duplicate operating locations.
Additionally, in 1999 and 1998 capital expenditures
included outlays of cash for the Company's ongoing digital
automation project and in 1997 capital expenditures included
a centralized accounting system and the Company's wide area
network.
Operating Activities
For the year ended December 31, 1999, cash flow provided by
operating activities was $237.3 million, as compared to
$82.6 million for the year ended December 31, 1998 and $56.0
million for the year ended December 31, 1997. The change is
primarily due to an increase in operating income related to
acquisitions.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS
The Company operates in a single reportable segment,
broadcast radio and television. At December 31, 1999, the
segment includes 257 radio stations in 77 broadcast areas,
Premiere, two television stations and several insignificant
broadcast service companies. Substantially all revenues are
generated from the sale of commercial broadcast inventory,
market research, traffic reporting and satellite
connectivity.
The Company's management evaluates each broadcast area's
performance based on operating income before corporate
expenses, interest expense, income taxes, gains or losses
and miscellaneous expenses. Specific industry related
performance measures also reviewed by management include
"Broadcast Cash Flow", which excludes depreciation and
amortization from the operating income measurement defined
above.
Financial information for 1999 includes results of
operations through May 4, 1999, stated on a historical cost
basis and the results of operations from May 5, 1999 through
December 31, 1999, after applying push down accounting as
described in Note 2 of the consolidated financial
statements.
Financial information for the Company's segment is as
follows (in thousands):
<TABLE>
<CAPTION>
Favorable Favorable
(Unfavorable) Unfavorable)
For the years ended December 31, 1999 Change 1998 Change 1997
<S> <C> <C> <C> <C> <C>
Net revenues $ 986,713 30.8% $ 754,468 42.2% $ 530,574
Broadcast operating expenses 620,643 (24.7%) 497,861 (39.5%) 356,783
Broadcast cash flow 366,070 42.7% 256,607 47.7% 173,791
Depreciation & amortization 287,451 (138.8%) 120,392 (53.4%) 78,485
Operating income before Corporate
general and administrative expense 78,619 (42.3%) 136,215 42.9% 95,306
Corporate general and administrative
expense (23,133) (17.5%) (19,684) (39.7%) (14,093)
Net operating income $ 55,486 (52.4%) $ 116,531 43.5% $ 81,213
</TABLE>
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS, Continued
<TABLE>
<CAPTION>
Favorable Favorable
(Unfavorable) (Unfavorable)
For the years ended December 31, 1999 Change 1998 Change 1997
<S> <C> <C> <C> <C> <C>
Other Consolidated Statements of
Operations Data:
Interest expense $ (110,715) (3.2%) $ (107,295) (30.3%) $ (82,315)
Gain on sale of assets $ 130,385 1096.6% $ 10,896 (2.1%) $ 11,135
Income tax expense $ (53,045) (88.8%) $ (28,100) (192.7%) $ (9,600)
Extraordinary loss $ (13,185) - % $ - - % $ (7,456)
Net income (loss) $ 3,402 261.1% $ 942 123.2% $ (4,052)
Other Consolidated Financial
Statement Data:
Capital expenditures $ 63,716 75.9% $ 36,232 81.3% $ 19,980
Radio station and other
acquisitions $ 151,316 (81.1%) $ 800,211 9.4% $ 731,616
Total assets $7,509,017 119.5% $3,420,708 31.5% $2,601,878
</TABLE>
Discussion of Broadcast Radio and Television Segment Financial Statement
Changes
The increase in net revenue from 1998 to 1999, and from 1997 to 1998 is due
primarily to revenue generated at those properties owned or operated during
1999, but not during the comparable 1998 period, and during 1998, but not
during the comparable 1997 period, respectively.
The increase in radio broadcast operating expenses from 1998 to 1999, and
from 1997 to 1998 is due primarily to expenses incurred at those properties
owned or operated during 1999 but not during the comparable 1998 period,
and during 1998 but not during the comparable 1997 period, respectively.
Depreciation and amortization expense increased from 1998 to 1999 due to
the write up of intangible assets to fair value due to the Clear Channel
Merger. Depreciation and amortization expense increased from 1997 to 1998
due to acquisitions made during 1997 and 1998.
Operating income decreased from 1998 to 1999 due to the increase in
amortization and depreciation expense. Operating income increased from
1997 to 1998 as a result of the acquisitions made throughout 1997 and 1998,
and to a lesser extent, increases in operating performance.
Discussion of Other Consolidated Statements of Operations Data
Interest expense increased from 1998 to 1999, and from 1997 to 1998 due to
increases in outstanding debt incurred in connection with the Company's
acquisitions.
The gain on sale of assets in 1999 is the result of the exchange of five
stations in Louisville, Kentucky and one station in Tampa, Florida prior to
the Clear Channel Merger, as well as the sale of two of the Company's
equity investments. The gain on sale of assets in 1998 resulted primarily
from the exchange of two radio stations in San Diego, California and three
radio stations in Columbus, Ohio in August 1998. The gain on the sale of
assets in 1997 resulted primarily from the sale of the Company's investment
in warrants in February 1997 and in an equity security in May 1997.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS, Continued
The increase in income tax expense from 1998 to 1999 was due to increased
taxable income resulting from higher revenues, as well as gains on the sale
of assets. The effective tax rate increased as well, as a result of an
increase in non-deductible goodwill resulting from the Clear Channel
Merger. Income tax expense increased from 1997 to 1998 due to
approximately $14.8 million in deferred tax expense related to gains
recorded on the exchange of certain radio stations.
The Company recognized an extraordinary loss in 1999 due to the tender
offer on the Company's 10 1/8% Senior Subordinated Notes, 9 3/4% Senior
Subordinated Notes, 8 3/4% Senior Subordinated Notes, and 8% Senior
Subordinated Notes. See Footnote 7 to the Consolidated Financial
Statements. The Company recognized extraordinary losses in 1997 related to
the write off of debt financing costs due to significant amendments to the
Company's Credit Facility.
Year 2000 Computer System Compliance
In prior years, the Company discussed the nature and progress of plans to
become Year 2000 ready. In late 1999, Jacor completed the remediation and
testing of systems. As a result of those planning and implementation
efforts, the Company experienced no significant disruptions in mission
critical information technology and non-information technology systems and
believe those systems successfully responded to the Year 2000 date changes.
An immaterial amount was expensed to operations during 1999 in connection
with remediating of the systems. Jacor is not aware of any material
problems resulting from year 2000 issues, either with the Company's
products, internal systems, or the products and services of third parties.
The Company will continue to monitor its mission critical computer
applications and those of its suppliers and vendors throughout the year
2000 to ensure that any latent Year 2000 matters that may arise are
addressed promptly.
Recent Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for
Derivative Instruments and Hedging Activities." SFAS 133 requires that an
entity recognize all derivatives as either assets or liabilities in the
balance sheet and measure such instruments at fair value. SFAS 133 is
amended by Statement of Financial Accounting Standards No. 137 ("SFAS
137"), "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133," and is effective
for years beginning after June 15, 2000. The Company plans to adopt this
statement in fiscal year 2001. Management does not believe adoption of
this statement will materially impact our financial position or results of
operations.
<PAGE>
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 7A is not applicable to the Company.
Item 8. Financial Statements and Supplementary Data
Page
Report of Independent Auditors - Ernst & Young LLP 47
Report of Independent Auditors - PricewaterhouseCoopers LLP 48
Consolidated Balance Sheets: December 31, 1999 and 1998 49
Consolidated Statements of Operations and Comprehensive Income:
for the period from May 5, 1999 through December 31, 1999,
the period from January 1, 1999 through May 4, 1999, and
for the years ended December 31, 1998 and 1997 50
Consolidated Statements of Shareholders' Equity:
for the period from May 5, 1999 through December 31, 1999,
the period from January 1, 1999 through May 4, 1999, and
the years ended December 31, 1998 and 1997 52
Consolidated Statements of Cash Flows:
for the period from May 5, 1999 through December 31, 1999,
the period from January 1, 1999 through May 4, 1999, and
for the years ended December 31, 1998 and 1999 54
Notes to Consolidated Financial Statements 56
Quarterly Financial Data 79
<PAGE>
Report of Independent Auditors
Board of Directors
Jacor Communications
We have audited the accompanying consolidated balance sheet of Jacor
Communications, Inc. as of December 31, 1999 and the related consolidated
statements of operations and comprehensive income, shareholder's equity and
cash flows for the period from May 5, 1999 through December 31, 1999, and
the period from January 1, 1999 through May 4,1999 (Predecessor). These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Jacor
Communications, Inc. at December 31, 1999 and the consolidated results of
its operations and its cash flows for the period from May 5, 1999 through
December 31, 1999, and the period from January 1, 1999 to May 4, 1999
(Predecessor), in conformity with accounting principles generally accepted
in the United States.
/s/ Ernst & Young LLP
March 24, 2000
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Shareholders and
Board of Directors of
Jacor Communications, Inc.
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations and comprehensive income,
shareholders' equity and cash flows, as of and for each of the two years in
the period ended December 31, 1998, present fairly, in all material
respects, the financial position, results of operations and cash flows of
Jacor Communications, Inc. and its subsidiaries as of and for each of the
two years in the period ended December 31, 1998, in conformity with
accounting principles generally accepted in the United States. These
financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion
expressed above. We have not audited the consolidated financial statements
of Jacor Communications, Inc. and its subsidiaries for any period
subsequent to December 31, 1998.
PricewaterhouseCoopers LLP
Cincinnati, Ohio
February 12, 1999
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
(A wholly owned subsidiary of Clear Channel Communications, Inc.)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
(In thousands, except share amounts)
<CAPTION>
Predecessor
1999 1998
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 8,194 $ 20,051
Accounts receivable, less allowance for
doubtful accounts of $8,346 in 1999
and $8,303 in 1998 233,722 201,466
Other current assets 38,515 32,796
Total current assets 280,431 254,313
Property and equipment, net 334,019 281,049
Intangible assets, net 6,844,174 2,749,348
Other assets 50,393 135,998
Total assets $ 7,509,017 $ 3,420,708
LIABILITIES
Current liabilities:
Accounts payable $ 19,241 $ 20,015
Accrued payroll 22,447 16,238
Accrued expenses and other 123,298 86,184
Accrued income taxes 34,761 5,963
Current portion long-term debt - 35,000
Total current liabilities 199,747 163,400
Due to Clear Channel, net 827,122 -
Long-term debt 571,405 1,289,574
Liquid Yield Option Notes ("LYONs") 490,809 306,202
Deferred income taxes 782,496 345,478
Other long-term liabilities 89,867 112,988
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:
1 in 1999 and 51,184,217 in 1998 - 512
Additional paid-in capital 4,354,744 1,124,057
Common stock warrants 252,862 30,819
Accumulated other comprehensive income - 25,428
Retained (deficit) earnings (60,035) 22,250
Total shareholders' equity 4,547,571 1,203,066
Total liabilities and
shareholders' equity $ 7,509,017 $ 3,420,708
The accompanying notes are an integral
part of the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
(A wholly owned subsidiary of Clear Channel Communications, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
for the period from May 5, 1999 through December 31, 1999,
the period from January 1, 1999 through May 4, 1999,
and for the years ended December 31, 1998 and 1997
(In thousands, except per share amounts)
<CAPTION>
Predecessor
May 5, 1999 January 1,
through 1999
December 31, through
1999 * May 4, 1999 1998 1997
<S> <C> <C> <C> <C>
Broadcast revenue $ 805,068 $ 306,824 $ 850,720 $ 595,229
Less agency commissions 90,002 35,177 96,252 64,655
Net revenue 715,066 271,647 754,468 530,574
Broadcast operating expenses 428,566 192,077 497,861 356,783
Depreciation and amortization 240,500 46,951 120,392 78,485
Corporate general and
administrative expenses 15,760 7,373 19,684 14,093
Operating income 30,240 25,246 116,531 81,213
Interest expense (70,984) (39,731) (107,295) (82,315)
Gain on sale of assets - 130,385 10,896 11,135
Other (expense) income (5,361) (163) 8,910 2,971
(Loss) income before
income taxes and
extraordinary loss (46,105) 115,737 29,042 13,004
Income tax expense (745) (52,300) (28,100) (9,600)
(Loss) income before
extraordinary loss (46,850) 63,437 942 3,404
Extraordinary loss, net
of income tax benefit (13,185) - - (7,456)
Net (loss) income (60,035) 63,437 942 (4,052)
Other comprehensive (loss)
income before tax:
Unrealized gains on securities - - 42,380 2,697
Less: reclassification adjustment
for gains included in net
(loss) income - (42,380) - (6,100)
Other comprehensive (loss)
income, before tax - (42,380) 42,380 (3,403)
Income tax benefit (expense)
related to items of other
comprehensive (loss) income - 16,952 (16,952) 1,361
Other comprehensive (loss)
income, net of tax - (25,428) 25,428 (2,042)
Comprehensive (loss) income $ (60,035) $ 38,009 $ 26,370 $ (6,094)
(Continued)
</TABLE>
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
(A wholly owned subsidiary of Clear Channel Communications, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
for the period from May 5, 1999 through December 31, 1999,
the period from January 1, 1999 through May 4, 1999,
and for the years ended December 31, 1998 and 1997
(In thousands, except per share amounts)
(Continued)
<CAPTION>
Predecessor
May 5, 1999 January 1,
through 1999
December 31, through
1999 * May 4, 1999 1998 1997
<S> <C> <C> <C> <C>
Basic net income (loss)
per common share:
Before extraordinary loss $ 1.24 $ .02 $ .08
Extraordinary loss - - (.18)
Net income (loss)
per common share $ 1.24 $ .02 $(.10)
Diluted net income (loss)
per common share:
Before extraordinary loss $ 1.07 $ .02 $ .08
Extraordinary loss - - (.18)
Net income (loss)
per common share $ 1.07 $ .02 $(.10)
Number of common shares used
in Basic calculation 51,299 50,389 40,460
Number of common shares used
in Diluted calculation 61,916 54,565 42,163
</TABLE>
[FN]
* Earnings per share information is not presented subsequent to May 4,
1999. At the date of the Merger all of the outstanding stock of the
Company was exchanged for Clear Channel common stock rendering the
calculation not meaningful.
The accompanying notes are an integral
part of the consolidated financial statements.
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
(A wholly owned subsidiary of Clear Channel Communications, Inc.)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
for the period from May 5, 1999 through December 31, 1999,
the period from January 1, 1999 through May 4, 1999, and
the years ended December 31, 1998 and 1997
(In thousands)
<CAPTION>
Accumulated
Common Stock Additional Common Other Retained
Shares Stated Paid-In Stock Comprehensive Earnings
Value Capital Warrants Income (Deficit) Total
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances,
December 31,
1996 31,287 $313 $ 432,721 $26,500 $ 2,042 $25,360 $ 486,936
(Predecessor)
- ---------------------------------------------------------------------------------------------
Common stock
offering 8,321 83 246,079 - - - 246,162
Stock issued for
acquisitions 5,774 58 179,370 - - - 179,428
Employee stock
purchases 87 1 2,137 - - - 2,138
Exercise of
stock options 220 2 3,030 - - - 3,032
Issuance of
warrants - - - 5,000 - - 5,000
Other
comprehensive
income - - - - (2,042) - (2,042)
Other - - (251) - - - (251)
Net loss - - - - - (4,052) (4,052)
- ---------------------------------------------------------------------------------------------
Balances,
December 31,
1997 45,689 $457 $ 863,086 $31,500 - $21,308 $ 916,351
(Predecessor)
- ---------------------------------------------------------------------------------------------
Common stock
offering 5,073 51 244,888 - - - 244,939
Employee stock
purchases 70 - 3,080 - - - 3,080
Exercise of
stock options 277 3 4,707 - - - 4,710
Conversion of
warrants 70 1 3,504 (681) - - 2,824
Other
comprehensive
income - - - - $25,428 - 25,428
LYONs conversions 5 - 194 - - - 194
Other - - 4,598 - - - 4,598
Net income - - - - - 942 942
- ---------------------------------------------------------------------------------------------
Balances,
December 31,
1998 51,184 $512 $1,124,057 $30,819 $25,428 $22,250 $1,203,066
(Predecessor)
</TABLE>
(Continued)
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
(A wholly owned subsidiary of Clear Channel Communications, Inc.)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
for the period from May 5, 1999 through December 31, 1999,
the period from January 1, 1999 through May 4, 1999, and
the years ended December 31, 1998 and 1997
(In thousands)
(Continued)
<CAPTION>
Accumulated
Common Stock Additional Common Other Retained
Shares Stated Paid-In Stock Comprehensive Earnings
Value Capital Warrants Income (Deficit) Total
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances,
December 31,
1998 51,184 $512 $1,124,057 $30,819 $25,428 $22,250 $1,203,066
(Predecessor)
- ---------------------------------------------------------------------------------------------
Employee stock
purchases 25 - 1,354 - - - 1,354
Exercise of
stock options 1,301 13 22,263 - - - 22,276
Conversion of
warrants 23 - 1,138 (219) - - 919
Other
comprehensive
income - - - - (25,428) - (25,428)
LYONs conversions 50 1 1,903 - - - 1,904
Net income - - - - - 63,437 63,437
- ---------------------------------------------------------------------------------------------
Balances,
May 4, 1999 52,583 $526 $1,150,715 $30,600 - $85,687 $1,267,528
(Predecessor)
- ---------------------------------------------------------------------------------------------
Purchase
accounting
adjustment (52,583) (526) 3,204,029 222,828 - (85,687) 3,340,644
Conversion of
warrants - - - (566) - - (566)
Net loss - - - - - (60,035) (60,035)
- ---------------------------------------------------------------------------------------------
Balances,
December 31,
1999 - $ - $4,354,744 $252,862 $ - $(60,035) $4,547,571
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
(A wholly owned subsidiary of Clear Channel Communications, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the period from May 5, 1999 through December 31, 1999,
the period from January 1, 1999 through May 4, 1999,
and for the years ended December 31, 1998 and 1997
(In thousands)
<CAPTION>
Predecessor
May 5, 1999 January 1,
through 1999
December 31, through
1999 May 4, 1999 1998 1997
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (60,035) $ 63,437 $ 942 $ (4,052)
Adjustments to reconcile net
(loss) income to net cash
provided by operating
activities:
Depreciation 23,053 10,194 26,457 17,836
Amortization of intangibles 217,447 32,943 93,935 60,649
Extraordinary loss 13,185 - - 7,456
Non-cash interest expense 2,711 4,311 17,227 6,618
Provision for bad debts
and other 301 (259) 2,108 1,155
Deferred taxes 14,304 - 14,956 (6,648)
Gain on sale of assets - (130,385) (10,896) (11,135)
Changes in operating assets
and liabilities, net of
effects of acquisitions
and disposals:
Accounts receivable (42,957) 10,658 (68,319) (37,495)
Other current assets (27,871) (951) (1,451) (9,637)
Accounts payable, accrued
expenses and other 57,212 49,962 7,640 31,293
Net cash provided by
operating activities 197,350 39,910 82,599 56,040
</TABLE>
(Continued)
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
(A wholly owned subsidiary of Clear Channel Communications, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the period from May 5, 1999 through December 31, 1999,
the period from January 1, 1999 through May 4, 1999,
and for the years ended December 31, 1998 and 1997
(In thousands)
(Continued)
<CAPTION>
Predecessor
May 5, 1999 January 1,
through 1999
December 31, through
1999 May 4, 1999 1998 1997
<S> <C> <C> <C> <C>
Cash flows from investing activities:
Capital expenditures $ (47,214) $ (16,502) $ (36,232) $ (19,980)
Cash paid for acquisitions (41,549) (102,111) (786,992) (680,206)
Deposits on broadcast stations - (7,656) (13,219) (51,410)
Proceeds from sale of assets - 175,622 10,400 93,263
Cash held in trust 83,000 (83,000) - -
Merger costs (69,500) - - -
Loans originated and other - (14,450) (10,000) -
Net cash used by investing
activities (75,263) (48,097) (836,043) (658,333)
Cash flows from financing activities:
Issuance of long-term debt - 180,000 534,539 627,700
Common stock proceeds, net of
issuance costs - 19,232 249,243 248,433
Repayment of long-term debt - (115,000) (197,500) (310,200)
Payment of financing costs and other - - (8,461) (13,053)
Issuance of LYONs - - 166,950 -
Advances from Clear Channel, net (209,989) - - -
Net cash (used) provided by
financing activities (209,989) 84,232 744,771 552,880
Net (decrease) increase in cash
and cash equivalents (87,902) 76,045 (8,673) (49,413)
Cash and cash equivalents at
beginning of period 96,096 20,051 28,724 78,137
Cash and cash equivalents at
end of period $ 8,194 $ 96,096 $ 20,051 $ 28,724
Supplemental disclosures of cash
flow information:
Cash paid for:
Interest $ 46,300 $ 24,409 $ 87,253 $ 72,191
Income taxes $ 44,204 $ 12,914 $ 8,588 $ 5,383
Supplemental schedule of non-cash
investing and financing activities:
Fair value of assets exchanged $ - $ 20,000 $ 258,566 $120,000
Liabilities assumed in acquisitions $ - $ - $ 19,263 $120,325
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS
Description of Business
Jacor Communications, Inc. (the "Company" or "Jacor"), a
wholly-owned subsidiary of Clear Channel Communications,
Inc. ("Clear Channel"), operates in a single reportable
segment, broadcast radio and television, which derives its
revenue from the sale of commercial broadcast inventory,
market research, traffic reporting and satellite
connectivity. Prior to the Clear Channel Merger, the
Company operated in a single reportable segment - Radio,
which included all of the Company's radio stations and
Premiere Radio Networks, Inc. Aggregated segments included
in the caption "other" included one television station and
various broadcast related businesses.
As of December 31, 1999 the Company owned, operated, and/or
sold advertising time for 263 radio stations and two
television stations in 77 broadcast areas throughout the
United States.
On May 4, 1999 Jacor was merged with a wholly-owned
subsidiary of Clear Channel Communications (the "Merger"),
as more fully described in Note 2. The Merger was accounted
for as a purchase business combination and, accordingly,
purchase accounting adjustments, including goodwill, have
been pushed down and are reflected in these financial
statements subsequent to May 4, 1999. The financial
statements for periods ended before May 5, 1999, were
prepared using Jacor's historical basis of accounting and
are designated as "Predecessor". The comparability of
operating results for the Predecessor periods and the
periods subsequent to the Merger date are affected by the
purchase accounting adjustments.
Principles of Consolidation
The accompanying consolidated financial statements include
the accounts of Jacor Communications, Inc. and its
subsidiaries. All significant intercompany accounts and
transactions have been eliminated. Certain prior year
amounts have been reclassed to conform to 1999 presentation.
These changes had no impact on previously reported results
of operations or shareholders' equity.
Revenue Recognition
Revenues for commercial broadcasting advertisements are
recognized when the commercial is broadcast. Revenues from
syndicated program fees are recognized over the term of the
contracts.
Barter Transactions
Barter transactions are reported at the estimated fair value
of the product or service received. Revenue from barter
transactions (advertising provided in exchange for goods and
services) is recognized as income when advertisements are
broadcast, and merchandise or services received are charged
to expense when received or used. If merchandise or
services are received prior to the broadcast of the
advertising, a liability (deferred barter revenue) is
recorded. If the advertising is broadcast before the
receipt of the goods or services, a receivable is recorded.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS, Continued
Cash and Cash Equivalents
The Company considers all highly liquid investments with an
original maturity of three months or less, when purchased,
to be cash equivalents.
Concentrations of Credit Risk
Financial instruments which potentially subject the Company
to concentrations of credit risk consist principally of
temporary cash investments and accounts receivable.
Concentrations of credit risk with respect to accounts
receivable are limited due to the large number of customers
comprising the Company's customer base and their dispersion
across many different geographic areas of the country.
Property and Equipment
Property and equipment are stated at cost less accumulated
depreciation; depreciation is provided on the straight-line
basis over the estimated useful lives of the assets as
follows:
Buildings 10 to 30 Years
Structures and site leases 2 to 20 Years
Transmitter and studio equipment 7 to 15 Years
Furniture and other equipment 2 to 10 Years
Leasehold improvements Life of lease
Expenditures for repairs and maintenance are charged to
operations as incurred. Expenditures for renewal and
betterments are capitalized.
Intangible Assets
Intangible assets are stated at cost less accumulated
amortization; amortization is provided principally on the
straight-line basis over the following lives:
FCC Broadcasting licenses
and goodwill 25 Years
Contracts and other
intellectual property 3 to 25 Years
Prior to the Clear Channel Merger, the Company amortized FCC
broadcasting licenses and goodwill over 40 years.
The carrying value of intangible assets is reviewed by the
Company when events or circumstances suggest that the
recoverability of an asset may be impaired. If this review
indicates that goodwill, FCC licenses and other intangible
assets will not be recoverable, as determined based on the
undiscounted cash flows of the entity over the remaining
amortization period, the carrying value of the goodwill, FCC
licenses, and other intangible assets will be reduced to
their respective fair values.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS, Continued
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and disclosure of
contingent assets and liabilities, at the dates of the
financial statements and the reported amounts of revenues
and expenses during the reporting periods. Actual results
could differ from those estimates.
Fair Value of Financial Instruments
The fair value of the Company's publicly traded debt is
based on quoted market prices. It was not practicable to
estimate the fair value of borrowings under the Company's
Credit Facility since there is no liquid market for this
debt.
Stock Based Compensation Plans
The Company accounts for its employee and director stock
based compensation plans in accordance with APB Opinion No.
25. The Company has elected not to adopt the cost
recognition provisions of Statement of Financial Accounting
Standards No. 123, ("SFAS 123") "Accounting for Stock Based
Compensation". The Company follows only the disclosure
provisions of SFAS 123 as permitted by the statement.
Income Taxes
The Company accounts for income taxes using the liability
method. Under this method, deferred tax assets and
liabilities are determined based on differences between
financial reporting bases and tax bases of assets and
liabilities and are measured using the enacted tax rates
expected to apply to taxable income in the periods in which
the deferred tax asset or liability is expected to be
realized or settled.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. CLEAR CHANNEL MERGER
On October 8, 1998 the Company entered into a definitive
merger agreement with Clear Channel for a tax-free, stock
for stock transaction (the "Merger" or the "Clear Channel
Merger"). The Company and Clear Channel consummated the
Merger at the close of business May 4, 1999. Pursuant to
terms of the agreement, each share of Jacor common stock was
exchanged for 1.1573151 shares of Clear Channel common
stock. Upon conclusion of the Merger, Clear Channel became
the sole shareholder of the Company, owning one outstanding
share of Jacor common stock.
Clear Channel accounted for its acquisition of the Company
as a purchase and purchase accounting adjustments, including
goodwill, have been pushed down and reflected in the
consolidated financial statements of the Company subsequent
to May 4, 1999. The consolidated financial statements of
the Company for the periods ended before May 5, 1999, were
prepared using the Company's historical basis of accounting
and are designated as "Predecessor." The comparability of
operating results for the Predecessor and the periods
subsequent to May 4, 1999 encompassing push down accounting
are affected by the purchase accounting adjustments
including the amortization of goodwill over a period of 25
years.
This purchase price allocation is preliminary pending
completion of appraisals and other fair value analysis of
assets and liabilities, which the Company anticipates will
be completed during the second quarter of 2000. The
following table summarizes the preliminary changes made to
the accounts of the Company subsequent to May 4, 1999 as a
result of applying push down accounting:
Adjustments
(in thousands)
Goodwill and other intangible assets $4,130,669
Total assets $4,130,669
Current liabilities $ 120,000
Long-term debt (638,837)
Other liabilities 1,308,862
Shareholders' equity 3,340,644
Total liabilities and equity $4,130,669
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. CLEAR CHANNEL MERGER, Continued
Upon consummation of the Merger, a change in control event
occurred with respect to covenants in the Company's credit
facility, LYONs and each outstanding issue of the senior
subordinated notes. Such change in control gave the credit
facility lenders the right to require repayment of amounts
borrowed under the facility, and required the Company to
offer repayment of the senior subordinated notes at 101% of
the principal amount and the liquid yield option notes at
their issue price plus accrued original issue discount at
such date. Approximately $22.1 million of senior
subordinated notes were tendered in connection with the
repayment offer.
As a result of the Merger, all options and stock
appreciation rights for Jacor common stock not vested at the
effective time of the Merger became fully vested and
exercisable one day before the effective time of the Merger.
Clear Channel assumed all of these options and stock
appreciation rights on the same terms and conditions as were
applicable prior to the effective time of the Merger. The
holders may exercise such options and stock appreciation
rights for or with respect to shares of Clear Channel common
stock at an exercise price adjusted to reflect the exchange
ratio of the Merger.
In August 1998, the Company entered into an advisory
agreement with Equity Group Investments, Inc. ("EGI"), an
affiliate of the Company's largest shareholder, the
Zell/Chilmark Fund L.P., whereby the Company agreed to pay
EGI a fee equal to .75% of the equity value of the Company,
as defined in the advisory agreement, on any change in
control event. As a result of the Merger, EGI received a
fee of approximately $38.2 million.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. ACQUISITIONS
Completed 1999 Acquisitions and Dispositions
During 1999, the Company acquired the stock of one and the
broadcast assets and FCC licenses of 31 radio stations and
one low-powered television station in five of the Company's
existing broadcast areas and 14 new broadcast areas for cash
consideration of approximately $116.7 million in cash, of
which approximately $10.5 million was placed in escrow in
1997 and 1998.
The Company also completed five separate transactions,
selling five stations and exchanging one station in two
broadcast areas, valued at $103.0 million, for the broadcast
assets and FCC licenses of 15 radio stations, and the
broadcast assets of one additional radio station, valued in
total at approximately $86.6 million, in two of the
Company's existing broadcast areas and eight new broadcast
areas. The remaining cash held by the qualified
intermediary was returned to the Company. Also in 1999, the
Company purchased the stock of one broadcasting services
company for approximately $55.0 million, with contingent
consideration of up to $13.2 million due in 2002.
Additionally, the Company sold the broadcast assets and FCC
license of one radio station for $5.0 million in cash.
Completed 1998 Acquisitions and Dispositions
Nationwide Related Transactions
In August 1998, the Company completed the acquisition of
substantially all broadcast related assets of Nationwide
Communications Inc. ("Nationwide") for total cash
consideration of approximately $555 million, of which $30.0
million was placed in escrow in 1997, plus acquisition
costs. Simultaneously with the Nationwide acquisition, but
in separate transactions, the Company effected the exchange
and sale of certain radio stations in order to satisfy
antitrust concerns raised by the Department of Justice in
connection with the Nationwide acquisition. For financial
reporting purposes, the Company recorded the exchange of
eight radio stations as sale transactions, receiving non-
cash consideration in the form of nine radio stations with
aggregate fair values of $195 million. Additionally, one
other radio station was sold for $10.l million in cash. The
Company recorded net pre-tax gains of $10.9 million, which
was measured by the difference between the fair value of the
radio stations exchanged or sold and the carrying value of
the properties. The Company believes that certain of the
transactions qualify as tax-deferred like-kind exchanges,
therefore, the income tax expense of approximately $14
million associated with the gains is included in the
deferred component of income tax expense. The radio
stations received in the exchange transactions were recorded
as purchase transactions at their respective fair values.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. ACQUISITIONS, Continued
Other Transactions
Also during 1998, the Company completed acquisitions of 47
radio stations in 10 existing and 17 new broadcast areas for
a purchase price consisting of approximately $237.0 million
in cash, of which $18.8 million was placed in escrow in
1997, and the assumption of approximately $10.7 million in
debt owed to wholly-owned subsidiaries of the Company.
The Company also completed two separate exchanges of
broadcast properties, exchanging five stations in two
broadcast areas for seven stations in two broadcast areas.
The Company sold six broadcast properties in three broadcast
areas for approximately $1.1 million in cash.
During 1998, the Company completed acquisitions of two
broadcasting service companies and the assets of five other
broadcasting service companies for a purchase price of
approximately $14.5 million in cash, a note payable of
approximately $0.8 million, plus additional contingent
consideration of up to $1.6 million payable over three
years.
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 25 years. Prior to
the Clear Channel Merger, excess cost over the fair value of
net assets acquired was 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. The Company's 1999
completed acquisitions both individually and in the
aggregate are immaterial to the Company's results of
operations. Assuming each of the 1998 acquisitions had
taken place at the beginning of 1997, unaudited pro forma
consolidated results of operations would have been as
follows (in thousands except per share amounts):
Pro Forma (Unaudited)
Year Ended December 31,
1998 1997
Net revenue $824,616 $714,853
Net loss before extraordinary loss (9,568) (14,263)
Diluted loss per common share
before extraordinary loss $(.19) $(.28)
These unaudited pro forma amounts do not purport to be
indicative of the results that might have occurred if the
foregoing transactions had been consummated on the indicated
dates.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. ACQUISITIONS, Continued
Recently Completed Dispositions
During the first quarter of 2000, the Company disposed of
the FCC licenses and substantially all of the broadcast
assets of two stations in one broadcast area that had been
placed in trust at the date of the Clear Channel Merger.
Pending Acquisitions and Dispositions
As of March 15, 2000, the Company has entered agreements to
purchase the stock of one and the FCC licenses and
substantially all of the broadcast assets of 18 radio
stations in five of the Company's existing broadcast areas
and three new broadcast areas for approximately $32.6
million in cash, of which approximately $2.1 million has
been paid in escrow.
The Company has also entered into agreements to sell the
intellectual property of one station and the FCC licenses
and broadcast assets of seventeen additional stations in
twelve broadcast areas.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. PROPERTY AND EQUIPMENT
Property and equipment at December 31, 1999 and 1998 consist
of the following (in thousands):
1999 1998
Land, buildings and improvements $ 93,776 $ 73,301
Transmitter and studio equipment 187,575 208,698
Furniture and other equipment 58,516 43,685
Construction in progress 19,697 10,518
359,564 336,202
Less accumulated depreciation (25,545) (55,153)
$334,019 $281,049
5. INTANGIBLE ASSETS
Intangible assets at December 31, 1999 and 1998 consist of
the following (in thousands):
1999 1998
Broadcasting licenses and
goodwill $6,722,447 $2,530,496
Contracts and other
intellectual assets 337,418 400,674
7,059,865 2,931,170
Less accumulated amortization (215,691) (181,822)
$6,844,174 $2,749,348
The 1999 intangible assets reflect the effects of applying push down
accounting due to the Clear Channel Merger.
6. OTHER ASSETS
At December 31, 1998 the Company recorded an unrealized
gain, net of tax, of $25.4 million on an investment in a
marketable equity security. In January 1999 the Company
sold the investment and recognized a pretax gain of $83.5
million.
<PAGE>
JACOR COMMUNICATIONS,INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. LONG-TERM DEBT
The Company's debt obligations at December 31, 1999 and 1998
consist of the following (in thousands):
1999 1998
Credit Facility borrowings........ $ - $ 750,000
10 1/8% Senior Subordinated Notes,
due 2006....................... 106,811 100,000
9 3/4% Senior Subordinated Notes,
due 2006....................... 188,633 170,000
8 3/4% Senior Subordinated Notes,
due 2007....................... 163,693 150,000
8% Senior Subordinated Notes,
due 2010....................... 112,268 119,574
$ 571,405 $1,289,574
Credit Facility
Prior to the Clear Channel Merger, the Company, through
Jacor Communications Company ("JCC"), had a $1.15 billion
credit facility (the "Credit Facility") with a group of
banks and other financial institutions (the "Lenders"). The
Credit Facility consisted of two components, a revolving
credit facility ("Revolving Credit Facility") of up to
$750.0 million and a term loan ("Term Loan") of up to $400.0
million. At May 4, 1999, the Company had $400.0 million of
outstanding indebtedness under the Term Loan and $450.0
million of outstanding indebtedness under the Revolving
Credit Facility. Upon consummation of the Merger, a change
in control event occurred with respect to covenants in the
Credit Facility, giving the Credit Facility Lenders the
right to require repayment of amounts borrowed under the
Credit Facility. Clear Channel paid in full the outstanding
balance under the Credit Facility at the date of the Merger.
At December 31, 1998, the Company had $400.0 million of
outstanding indebtedness under the Term Loan and $385.0
million of outstanding indebtedness under the Revolving
Credit Facility. At December 31, 1998 the average interest
rate on Credit Facility borrowings was 6.20%.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. LONG-TERM DEBT, Continued
Senior Subordinated Notes
The Company has four series of Senior Subordinated Notes: 10
1/8% Senior Subordinated Notes (the "10 1/8% Notes") due
2006; 9 3/4% Senior Subordinated Notes (the "9 3/4% Notes") due
2006; 8 3/4% Senior Subordinated Notes (the "8 3/4% Notes) due
2007, and; 8% Senior Subordinated Notes (the "8% Notes") due
2010 (collectively, the "Notes"). At the date of the
Merger, the Notes were revalued to fair market value,
resulting in a merger premium of $30.5 million being added
to the face value of the Notes. The following schedule
summarizes information related to the Notes (in thousands):
Fair Market Interest
Maturity Face Value at Payment
Issue Date Value Merger Date Schedule
10 1/8% Notes 06/15/06 $100,000 $107,042 Semi-annual
9 3/4% Notes 12/15/06 $170,000 $182,363 Semi-annual
8 3/4% Notes 06/15/07 $150,000 $156,167 Semi-annual
8 % Notes 02/15/10 $120,000 $124,512 Semi-annual
As a result of the Clear Channel Merger, a change in control
event occurred with respect to the Notes, requiring the
Company to offer repayment of the Notes at 101% of the
principal amount. Approximately $22.1 million of Notes were
tendered in connection with the repayment offer. In
December 1999, Clear Channel completed a tender offer for
the Notes through an agent acting on the behalf of Clear
Channel, whereby Notes with a face value of approximately
$516.6 million were redeemed. Cash settlement of the amount
due to the agent was completed on January 14, 2000, and
included approximately $21.3 million in premiums and agency
fees. Clear Channel recognized an extraordinary charge of
approximately $13.2 million, net of approximately $8.1
million of income tax, in the fourth quarter of 1999. At
12/31/99, the Notes include the face value of the
outstanding Notes, net of discount, accrued interest,
unamortized merger premium, and tender premium and agency
fees, as follows (in thousands):
Tender Face
Unamortized Premium Value
Face Value Accrued Merger and Agency after
Issue at 12/31/99 Interest Premium Fees Tender
10 1/8% Notes $ 96,997 $ 407 $ 6,381 $ 3,026 $ 639
9 3/4% Notes $170,000 $ 690 $ 11,278 $ 6,665 $ 100
8 3/4% Notes $149,475 $ 544 $ 5,660 $ 8,014 $ 260
8 % Notes $101,057 $ 3,035 $ 4,615 $ 3,561 $ 234
As a wholly-owned subsidiary of Clear Channel, the Company
also guarantees the outstanding debt of Clear Channel.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. LIQUID YIELD OPTION NOTES
1998 Liquid Yield Option Notes
In February 1998, the Company issued 4 3/4% Liquid Yield
Option Notes ("1998 LYONs") due 2018 in the aggregate
principal amount at maturity of $426.9 million. Each 1998
LYON had an issue price of $391.06 and a principal amount at
maturity of $1,000. At the date of the Merger, the 1998
LYONs were revalued to fair market value, resulting in a
merger premium of approximately $48.5 million. As a result
of the Clear Channel Merger, a change in control event
occurred with respect to the 1998 LYONs, requiring the
Company to offer repayment of the 1998 LYONs at their issue
price plus accrued original issue discount at such date.
Twenty-two 1998 LYONs were presented for repayment. At
December 31, 1999, the 1998 LYONs had a balance, net of
redemptions, conversions to common stock, amortization of
premium, and accretion of interest, of approximately $229.3
million, and an approximate fair market value of $286.0
million. At December 31, 1998, the 1998 LYONs had a
balance, net of redemptions, conversions to common stock,
and accretion of interest, of approximately $174.1 million,
and an approximate fair market value of $205.4 million.
Each 1998 LYON is convertible, at the option of the holder,
at any time on or prior to maturity, into Clear Channel
common stock at a conversion rate of 7.227 shares per 1998
LYON. At December 31, 1999, approximately 3.1 million
shares of Clear Channel common stock were reserved for
conversion of the 1998 LYONs.
The 1998 LYONs are not redeemable by the Company prior to
February 9, 2003. Thereafter, the LYONs are redeemable for
cash at any time at the option of the Company, in whole or
in part, at redemption prices equal to the issue price plus
accrued original issue discount to the date of redemption.
The 1998 LYONs can be purchased by the Company, at the
option of the holder, on February 9, 2003, February 9, 2008,
and February 9, 2013 for a purchase price of $494.52,
$625.35 and $790.79 (representing issue price plus accrued
original issue discount to each date), respectively,
representing a 4 3/4% yield per annum to the holder on such
date. The Company, at its option, may elect to pay the
purchase price on any such purchase date in cash or Clear
Channel common stock, or any combination thereof.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. LIQUID YIELD OPTION NOTES, Continued
1996 Liquid Yield Option Notes
In June 1996, the Company issued 5 1/2% Liquid Yield Option
Notes ("1996 LYONs") due 2011 in the aggregate principal
amount at maturity of $259.9 million. Each 1996 LYON had an
issue price of $443.14 and a principal amount at maturity of
$1,000. At the date of the Merger, the 1996 LYONs were
revalued to fair market value, resulting in a merger premium
of approximately $132.2 million. As a result of the Clear
Channel Merger, a change in control event occurred with
respect to the 1996 LYONs, requiring the Company to offer
repayment of the 1996 LYONs at their issue price plus
accrued original issue discount at such date. One hundred
fifty 1996 LYONs were presented for repayment. At December
31, 1999, the 1996 LYONs had a balance, net of redemptions,
conversions to common stock, amortization of premium, and
accretion of interest, of approximately $261.6 million, and
an approximate fair market value of $344.8 million. At
December 31, 1998, the 1996 LYONs had a balance, net of
redemptions, conversions to common stock, and accretion of
interest, of approximately $132.1 million, and an
approximate fair market value of $232.0 million.
Each 1996 LYON is convertible, at the option of the holder,
at any time on or prior to maturity, into Clear Channel
common stock at a conversion rate of 15.522 shares per 1996
LYON. At December 31, 1999, approximately 3.9 million
shares of Clear Channel common stock were reserved for
conversion of the 1996 LYONs.
The 1996 LYONs are not redeemable by the Company prior to
June 12, 2001. Thereafter, the 1996 LYONs are redeemable
for cash at any time at the option of the Company, in whole
or in part, at redemption prices equal to the issue price
plus accrued original issue discount to the date of
redemption.
The 1996 LYONs can be purchased by the Company, at the
option of the holder, on June 12, 2001 and June 12, 2006,
for a purchase price of $581.25 and $762.39 (representing
issue price plus accrued original issue discount to each
date), respectively, representing a 5 1/2% yield per annum
to the holder on such date. The Company, at its option, may
elect to pay the purchase price on any such purchase date in
cash or Clear Channel common stock, or any combination
thereof.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. CAPITAL STOCK
Common Stock
As a result of the Clear Channel Merger, each share of Jacor
common stock was exchanged for 1.1573151 shares of Clear
Channel common stock. Upon conclusion of the Merger, Clear
Channel became the sole shareholder of the Company, owning
one outstanding share of Jacor common stock.
In February 1998, the Company completed an offering of
5,073,000 shares of Jacor common stock at $50.50 per share,
net of underwriting discounts of $2.02 per share. Net
proceeds to the Company were approximately $244.9 million.
Warrants
1997 Warrants
In connection with the 1997 acquisition of Regent
Communications, Inc., the Company issued warrants (the "1997
Warrants") to acquire 500,000 shares of Jacor common stock
with an exercise price of $40 per share, expiring in
February 2002. Upon consummation of the Merger, the 1997
Warrants were revalued to fair market value, resulting in an
increase of $12.7 million.
1996 Warrants
In connection with the 1996 acquisition of Citicasters,
Inc., the Company issued warrants (the "1996 Warrants") to
acquire 4,400,000 shares of Jacor common stock with an
exercise price of $28 per share, expiring in September 2001.
Upon consummation of the Merger, the 1996 Warrants were
revalued to fair market value, resulting in an increase of
$210.2 million.
As a result of the Clear Channel Merger, each holder of the
Company's 1997 Warrants and 1996 Warrants (collectively, the
"Warrants") became entitled to exercise such Warrants for
shares of Clear Channel common stock instead of Jacor common
stock. Upon exercise of such Warrants after the date of the
Merger, the holders of such Warrants will receive that
number of shares of Clear Channel common stock that the
holder would have received if she or he had exercised such
Warrants for shares of Jacor common stock immediately prior
to the effective time of the Merger, as adjusted to reflect
the exchange ratio of the Merger.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. STOCK BASED COMPENSATION PLANS
As a result of the Merger, all options and stock
appreciation rights issued under the Company's stock based
compensation plans not vested at the effective time of the
Merger became fully vested and exercisable one day before
the effective time of the Merger. Clear Channel assumed all
of these options and stock appreciation rights on the same
terms and conditions as were applicable prior to the
effective time of the Merger. The holders may exercise such
options and stock appreciation rights for or with respect to
shares of Clear Channel common stock at an exercise price
adjusted to reflect the exchange ratio of the Merger. All
shares previously available for grant under the Company's
stock based compensation plans were no longer available
subsequent to the Merger.
1993 Stock Option Plan
Under the Company's 1993 stock option plan (the "1993
Plan"), options to acquire up to 2,769,218 shares of common
stock can be granted to directors, officers and key
employees at no less than the fair market value of the
underlying stock on the date of grant. The 1993 Plan
permits the granting of non-qualified stock options (NQSOs)
as well as incentive stock options(ISOs). Between 25% and
30% of the options vest on the date of grant and between 20%
and 30% vest on each of the next three anniversaries of the
grant date. Options expire 10 years after grant and the
plan will terminate no later than February 7, 2003.
1997 Long-Term Incentive Stock Plan
The 1997 Long-Term Incentive Stock Plan ("the Long-Term
Plan") authorizes the issuance of up to 1,800,000 shares of
Common Stock pursuant to the grant or exercise of stock
options, including NQSOs and ISOs, restricted stock, stock
appreciation rights (SARs), and certain other instruments to
executive officers and other key employees, subject to board
approval and certain other restrictions. Stock options may
not be granted at less than the fair market value of the
underlying stock on the date of grant. Twenty-five percent
of the options vest on the date of the grant and 25% vest on
each of the next three anniversaries of the grant date.
Options expire 10 years after grant.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. STOCK BASED COMPENSATION PLANS, Continued
1997 Non-Employee Directors Stock Plan and Stock Purchase Plan
The 1997 Non-Employee Directors Stock Plan (the "Directors
Stock Plan") authorizes the issuance of up to 350,000 shares
of Jacor Common Stock pursuant to the grant or exercise of
NQSOs, SARs, restricted stock and other performance
instruments. Stock options may not be granted at less than
the fair market value of the underlying stock on the date of
grant. Twenty-five percent of the options vest on the date
of the grant and 25% vest on each of the next three
anniversaries of the grant date. Options expire 10 years
after grant. Also, the Company adopted a stock purchase
plan for its non-employee directors authorizing the issuance
of up to 150,000 shares of Jacor common stock. Stock may be
purchased at a 15% discount from fair value and purchases
are limited to $100,000 per director in a calendar year.
Information pertaining to the plans for the years ended
December 31, 1997 and 1998, and for the period ended May 4,
1999, is as follows:
Number of Weighted Average
Shares Exercise Price
1997:
Outstanding at beginning of year.. 2,056,610 $12.26
Granted........................... 1,196,188 $24.92
Exercised......................... (212,679) $11.61
Surrendered....................... (15,490) $26.71
Outstanding at end of year........ 3,024,629 $17.20
Exercisable at end of year........ 2,228,095 $13.72
Available for grant at end of year 1,476,930
1998:
Outstanding at beginning of year.. 3,024,629 $17.20
Granted........................... 921,800 $53.31
Exercised......................... (245,698) $15.32
Surrendered....................... (9,083) $22.52
Outstanding at end of year........ 3,691,648 $26.33
Exercisable at end of year........ 2,435,686 $18.37
Available for grant at end of year 555,130
January 1 - May 4, 1999:
Outstanding at beginning of year.. 3,691,648 $26.33
Granted........................... 310,950 $67.00
Exercised......................... (64,554) $18.25
Surrendered....................... (1,500) $28.63
Outstanding at May 4, 1999........ 3,936,544 $29.69
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. STOCK BASED COMPENSATION PLANS, Continued
The fair value of each stock option granted is estimated on
the date of grant using the Black-Scholes option-pricing
model with the following assumptions for grants in 1999,
1998, and 1997, respectively: risk-free interest rates are
different for each grant and range from 5.24% to 6.51%; the
expected lives of options are 5 years; and volatility of
approximately 35% for all grants. A summary of the fair
value of options granted in 1999, 1998 and 1997 follows:
1999 1998 1997
Weighted-average fair value of
options granted at-the-money $27.45 $30.87 $12.26
Weighted-average fair value of
options granted at a discount - - $28.15
Weighted-average fair value of all
options granted during the year $27.45 $30.87 $16.29
The options granted at a discount in 1997 were related to
approximately 304,000 options outstanding to purchase
Premiere common stock, which were converted to equivalent
Jacor NQSOs at the time of the merger.
The following table summarizes information about stock
options outstanding at May 4, 1999:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
Weighted Weighted Weighted
Range of Number Average Average Number Average
Exercise Outstanding Remaining Exercise Exercisable Exercise
Prices at 5/04/99 Life Price at 5/04/99 Price
$5.74 to $9.65 1,072,993 3.98 $ 6.11 1,072,993 $ 6.11
$12.70 to $19.96 293,929 6.14 $16.00 293,929 $16.00
$21.25 to $30.66 1,301,122 7.78 $26.46 959,634 $26.43
$37.25 to $52.88 894,800 8.67 $51.93 444,150 $52.08
$53.00 to $67.00 373,700 9.73 $65.59 102,497 $65.15
$ 5.74 to $67.00 3,936,544 8.56 $29.69 2,873,203 $23.12
On May 4, 1999, option holders exercised an additional
869,352 options which had become vested and exercisable as a
result of the Merger.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. STOCK BASED COMPENSATION PLANS, Continued
Employee Stock Purchase Plan
Under the 1995 Employee Stock Purchase Plan, the Company is
authorized to issue up to 700,000 shares of common stock to
its full-time and part-time employees, all of whom are
eligible to participate. Under the terms of the Plan,
employees can choose each year to have up to 10 percent of
their annual base earnings withheld to purchase the
Company's common stock. The purchase price of the stock is
85% of the lower of its beginning-of-period or end-of-period
market price. Under the Plan, the Company sold 24,936
shares for approximately $54.29 per share in 1999, 66,151
shares for approximately $43.80 per share and 3,441 shares
for approximately $52.06 per share in 1998, and 74,767
shares for approximately $23.27 per share and 12,376 shares
for approximately $32.19 per share in 1997. The fair market
value of the right to acquire common stock under the Stock
Purchase Plan was $19.59 per share in 1999, $15.74 per share
granted on January 1 and $15.73 per share granted on July 1
in 1998, and $8.40 per share granted on January 1 and $9.80
per share granted on July 1 in 1997.
Had the compensation cost for the Company's stock-based
compensation plans been determined consistent with SFAS 123,
the Company's net income (loss) and net income (loss) per
common share for 1999, 1998 and 1997 would approximate
amounts below (in thousands, except per share amounts):
1999 1998 1997
Net income (loss):
As reported $ 63,437 $ 942 $ (4,052)
Pro forma $ 56,664 $(17,729) $(10,691)
Diluted net income (loss) per
common share:
As reported $ 1.07 $ 0.02 $ (0.10)
Pro forma $ 0.92 $ (0.31) $ (0.25)
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. INCOME TAXES
Income tax expense for the periods ended December 31, 1999,
1998, 1997 and May 4, 1999 is summarized as follows (in
thousands):
Federal State Total
December 31, 1999:
Current $ 7,206 $ 3,091 $10,297
Deferred (8,421) (1,131) (9,552)
$(1,215) $ 1,960 $ 745
May 4, 1999:
Current $34,398 $ 2,498 $36,896
Deferred 13,580 1,824 15,404
$47,978 $ 4,322 $52,300
December 31, 1998:
Current $10,640 $ 2,500 $13,140
Deferred 12,060 2,900 14,960
$22,700 $ 5,400 $28,100
December 31, 1997:
Current $13,200 $ 3,000 $16,200
Deferred (5,400) (1,200) (6,600)
$ 7,800 $ 1,800 $ 9,600
Tax benefit from
extraordinary loss (4,000) (900) (4,900)
$ 3,800 $ 900 $ 4,700
The provisions for income tax differ from the amount
computed by applying the statutory federal income tax rate
due to the following:
12/31/99 5/4/99 12/31/98 12/31/97
Federal income tax at
the statutory rate $(16,449) $40,508 $10,167 $ 5,173
Amortization not deductible 30,964 3,949 14,446 3,449
State income taxes, net of any
current federal income tax
benefit 1,274 2,810 3,498 589
Acquisition costs and other (15,044) 5,033 (11) 389
$ 745 $52,300 $28,100 $ 9,600
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. INCOME TAXES, continued
The tax effects of the significant temporary differences
which comprise the deferred tax liability at December 31,
1999, 1998 and 1997 are as follows (in thousands):
1999 1998 1997
Deferred tax assets:
Accrued expenses and
reserves $ (7,705) $ (4,555) $ (7,479)
Net operating loss
carryforwards (13,832) (7,235) (11,461)
Long term debt (98,347) - -
Other - (1,682) (4,047)
(119,884) (13,472) (22,987)
Valuation allowance 13,832 - -
(106,052) (13,472) (22,987)
Deferred tax liabilities:
Property and equipment 25,381 40,289 35,614
Intangibles 858,989 318,661 326,240
Other 4,178 - -
888,548 358,950 361,854
Net liability $782,496 $345,478 $338,867
At December 31, 1999 the Company had net operating loss
carryforwards of $36,400. The loss carryforwards expire in
the years 2008 through 2012 if not used.
The Company established a valuation allowance in the current year
against its operating loss carryforwards following an assessment of the
likelihood of realizing such amounts. The amount of the valuation
allowance was based on past operating history, as well as restrictions
on the use of operating losses from acquisitions, tax planning
strategies, and its expectation of the level and timing of future
taxable income.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. COMMITMENTS AND CONTINGENCIES
The Company and its subsidiaries lease office space and
certain land and facilities used in their operations. Some
of the lease agreements contain renewal options and annual
rental escalation clauses (generally tied to the consumer
price index or a maximum of 5%), as well as provisions for
the payment of utilities and maintenance by the Company.
Future minimum payments under noncancelable leases as of
December 31, 1999 are payable as follows (in thousands):
2000 $ 44,213
2001 36,274
2002 25,154
2003 17,159
2004 10,037
Thereafter 67,863
$200,700
Jacor provides programming to and sells airtime for WGST-FM
in Atlanta, Georgia. At any time after September 30, 1999
and before September 30, 2003 Cherokee Broadcasting can
"put" WGST-FM to Jacor for a price of $31.0 million. At any
time after May 21, 2003 and before September 30, 2003, Jacor
can "call" the station for the same price.
Rental expense was approximately $34,460, $11,955 and $8,010
for the years ended December 31, 1999, 1998 and 1997,
respectively.
Legal Proceedings
From time to time, the Company becomes involved in various
claims and lawsuits that are incidental to its business. In
the opinion of the Company's management, liabilities, if
any, arising from these actions are either covered by
insurance or accrued reserves, or would not have a material
adverse effect on the financial condition of the Company.
13. RETIREMENT PLAN
The Company maintained a defined contribution retirement
plan covering substantially all employees who met
eligibility requirements. The Company matched participating
employee contributions at a rate of 50% of the employee's
first 4% contributed, up to $160,000 of annual compensation.
Total expense related to this plan was $1,169,562,
$2,558,647, and $1,977,052 for the period January 1 through
April 23, 1999 and the 1998 and 1997 years, respectively.
On April 23, 1999 the plan was terminated due to the Clear
Channel Merger. The Company subsequently received a
favorable determination letter from the Internal Revenue
Service and is in the process of distributing the assets of
the retirement plan to the participants.
On July 1, 1999, employees were given the opportunity to
enroll in Clear Channel's 401(k) savings plan. Both the
employees and the Company make contributions to the plan.
The Company also matches a portion of an employee's
contribution. Company matched contributions vest to the
employees based upon their year of service to the Company.
Expense for the period July 1 through December 31, 1999 was
$1,568,994.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. EARNINGS PER SHARE
The following is a reconciliation of the numerators and
denominators of the basic and diluted Earnings Per Share
("EPS") computations for income before extraordinary items
for the period from January 1, 1999 through May 4, 1999, and
the years ended December 31, 1998 and 1997 (in thousands
except per share amounts):
January 1,
through
May 4,
1999 1998 1997
Net income before
extraordinary item for
basic EPS $ 63,437 $ 942 $ 3,404
LYONs interest expense,
net of tax 2,686 - -
Net income before
extraordinary item
for diluted EPS $66,123 $ 942 $ 3,404
Weighted average
shares - basic 51,299 50,389 40,460
Effect of dilutive
securities:
Stock options 1,661 1,465 996
Warrants 2,817 2,326 357
LYONs 6,097 - -
Other 42 385 350
Weighted average
shares - diluted 61,916 54,565 42,163
Basic EPS $1.24 $ .02 $ .08
Diluted EPS $1.07 $ .02 $ .08
Earnings per share is not presented subsequent to May 4,
1999. At the date of the Merger all of the outstanding
stock of the Company was converted into Clear Channel common
stock rendering the calculation not meaningful.
Prior to the Merger, the Company's LYONs could be converted
into approximately 6.1 million shares of common stock at the
option of the holder. Assuming conversion of the LYONs as
of January 1, 1998 and 1997 would result in an increase in
per share amounts, therefore the LYONs are not included in
the computation of diluted EPS. Due to the Merger, the
LYONs are now convertible into shares of Clear Channel
common stock at the Merger conversion ratio.
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 133
("SFAS 133"), "Accounting for Derivative Instruments and
Hedging Activities." SFAS 133 requires that an entity
recognize all derivatives as either assets or liabilities in
the balance sheet and measure such instruments at fair
value. SFAS 133 is amended by Statement of Financial
Accounting Standards No. 137 ("SFAS 137"), "Accounting for
Derivative Instruments and Hedging Activities - Deferral of
the Effective Date of FASB Statement No. 133," and is
effective for years beginning after June 15, 2000. The
Company plans to adopt this statement in fiscal year 2001.
Management does not believe adoption of this statement will
materially impact our financial position or results of
operations.
16. RELATED PARTY TRANSACTIONS
As described in Note 7, Clear Channel repaid $850 million
that was outstanding under the Company's credit facility.
This transaction is reflected in Due to Clear Channel, net.
Net amounts due to Clear Channel accrue interest at 7%. The
amounts due to Clear Channel have no stated repayment terms.
Clear Channel allocates shared corporate general and
administrative expenses to Jacor based on Jacor's
proportionate share of consolidated Clear Channel revenues.
Expenses allocated to Jacor for the period May 5, 1999
through December 31, 1999 totaled approximately $4.8
million.
<PAGE>
Supplementary Data
Quarterly Financial Data
for the years ended December 31, 1999 and 1998 (in thousands, except
per share data) (Unaudited)
Predecessor
First April 1 May 5 Third Fourth Total
Quarter through through Quarter Quarter Year
May 4 June 30
1999
Net revenue $194,663 $ 76,984 $170,079 $268,645 $276,342 $986,713
Operating income 14,255 10,991 15,873 11,948 2,419 55,486
Net income (loss) 41,849 21,588 (6,239) (20,576) (33,220) 3,402
Basic net income
per common share (2) .82 .42
Diluted net income
per common share (2) .70 .36
Predecessor
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
1998
Net revenue $142,028 $183,836 $204,508 $224,096 $754,468
Operating income 3,581 29,726 39,692 43,532 116,531
Net (loss) income (6,898) 5,022 439 2,379 942
Basic net (loss)
income per
common share (1) (0.14) 0.10 0.01 0.05 0.02
Diluted net (loss) income
per common share (1) (0.14) 0.09 0.01 0.04 0.02
[FN]
NOTE:
(1) The sum of the quarterly net income (loss) per share amounts does
not equal the annual amount reported as per share amounts are computed
independently for each quarter.
(2) Earnings per share is not presented subsequent to May 4, 1999.
At the date of the Merger all of the outstanding stock of the Company
was exchanged for Clear Channel common stock rendering the calculation
not meaningful.
<PAGE>
Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K
(a) List of Documents filed as part of this Report:
(1) Financial Statements
The financial statements of the Company as set forth
under Item 8 of this Report on Form 10-K.
(2) Exhibits
See Exhibit Index.
(b) Reports on Form 8-K
The following Form 8-K was filed during the fourth quarter of 1999:
Form 8-K dated November 3, 1999. This Form 8-K described
the Company dismissing its independent accountant,
PricewaterhouseCoopers LLP, and engaging Ernst & Young LLP
as its new independent accountant, effective November 3,
1999.
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit Sequentially
Number Numbered
Page
2.1 Agreement and Plan of Merger dated as of
October 8, 1998 ("Clear Channel Merger *
Agreement") between Jacor Communications,
Inc. ("Jacor"), Clear Channel
Communications, Inc. and CCU Merger Sub
(omitting schedules and exhibits not deemed
material). Incorporated by reference to
Exhibit 2 to Jacor's Current Report on
Form 8-K dated October 9, 1998.
2.2 Warrant Agreement dated as of February 27, *
1997 between Jacor and KeyCorp Shareholder
Services, Inc., as warrant agent.
Incorporated by reference to Exhibit 2.2 to
Jacor's Current Report on Form 8-K dated May
5, 1997, as amended.
2.3 Registration Rights Agreement dated as of *
October 8, 1996 among Jacor and the parties
listed in Schedule I thereto (included as
Exhibit I to Regent Merger Agreement).
Incorporated by reference to Exhibit 2.4 to
Jacor's Current Report on Form 8-K dated
October 23, 1996, as amended.
2.4 Warrant Agreement dated as of September 18, *
1996 between Jacor and KeyCorp Shareholder
Services, Inc., as warrant agent.
Incorporated by reference to Exhibit 4.1 to
Jacor's Current Report on Form 8-K dated
October 3, 1996.
2.5 Supplemental Agreement dated as of *
September 18, 1996 between Jacor and KeyCorp
Shareholder Services, Inc., as warrant
agent. Incorporated by reference to
Exhibit 4.2 of Jacor's Current Report on
Form 8-K dated October 3, 1996.
2.6 Registration Rights Agreement dated as of *
August 5, 1996 among Jacor, JCAC, Inc.,
Great American Insurance Company, American
Financial Corporation, American Financial
Enterprises, Inc., Carl H. Lindner, The
Carl H. Lindner Foundation, and S. Craig
Lindner. Incorporated by reference to
Exhibit 2.22 to Jacor's Post-Effective
Amendment No. 1 on Form S-3 to Form S-4
(File No. 333-6639).
<PAGE>
3.1 Articles of Incorporation of Jacor. *
Incorporated by reference to Exhibit 5 to
Jacor's Form 8-A dated February 13, 1997.
3.2 Bylaws of Jacor. Incorporated by reference *
to Exhibit 6 to Jacor's Form 8-A dated
February 13, 1997.
4.1 Indenture dated as of December 17, 1996 *
between Jacor Communications Company ("JCC")
Jacor, the Subsidiary Guarantors named
therein and The Bank of New York for JCC's 9
3/4% Senior Subordinated Notes due 2006 and
Jacor's and the Subsidiary Guarantors'
Guaranty thereof. Incorporated by reference
to Exhibit 4.11 to Jacor's Form S-3
Registration Statement (File No. 333-19291).
4.2 Indenture dated as of June 12, 1996 between *
Jacor and The Bank of New York for Jacor's
Liquid Yield Option Notes Due 2011.
Incorporated by reference to Exhibit 4.23 to
Jacor's Form S-4 Registration Statement
(File No. 333-6639).
4.3 Indenture dated as of June 12, 1996 among *
Jacor, JCAC, Inc. and First Trust of
Illinois, National Association for
JCAC, Inc.'s 10 1/8% Senior Subordinated
Notes due 2006 and Jacor's Guaranty thereof.
Incorporated by reference to Exhibit 4.24 to
Jacor's Form S-4 Registration Statement
(File No. 333-6639).
4.4 Indenture dated as of June 17, 1997 between *
JCC, Jacor, the Subsidiary Guarantors named
therein and The Bank of New York for JCC's
8 3/4% Senior Subordinated Notes due 2007 and
Jacor's and the Subsidiary Guarantors'
Guaranty thereof. Incorporated by reference
to Exhibit 4.1 to Jacor's Current Report on
Form 8-K/A dated June 26, 1997.
<PAGE>
4.11 First Supplemental Indenture Dated as of *
September 16, 1997 (Supplemental to
Indenture Dated as of June 12, 1996) between
JCC, the Company and First Trust National
Association for JCC's 10 1/8% Senior
Subordinated Notes due 2006 and Jacor's
Guaranty thereof. Incorporated by reference
to Exhibit 4.5 to the Company's Current
Report on Form 8-K dated September 30, 1997.
4.12 First Supplemental Indenture Dated as of *
September 16, 1997 (Supplemental to
Indenture Dated as of December 17, 1996)
between JCC, the Company, the Subsidiary
Guarantors named therein, and The Bank of
New York for JCC's 9 3/4% Senior Subordinated
Notes due 2006 and the Company's and the
Subsidiary Guarantors' Guaranty thereof.
Incorporated by reference to Exhibit 4.6 to
the Company's Current Report on Form 8-K
dated September 30, 1997.
4.13 First Supplemental Indenture Dated as of *
September 16, 1997 (Supplemental to
Indenture Dated as of June 17, 1997) between
JCC, the Company, the Subsidiary Guarantors
named therein, and The Bank of New York for
JCC's 8 3/4% Senior Subordinated Notes due 2007
and Jacor's and the Subsidiary Guarantors'
Guaranty thereof. Incorporated by reference
to Exhibit 4.7 to the Company's Current
Report on Form 8-K dated September 30, 1997.
4.14 Indenture dated as of February 9, 1998 among *
Jacor Communications, Inc. ("Jacor"), Jacor
Communications Company ("JCC"), the
Subsidiary Guarantors named therein and the
Bank of New York for JCC's 8% Senior
Subordinated Notes due 2010 and Jacor's and
the Subsidiary Guarantors Guaranty thereof.
Incorporated by reference to Exhibit 4.20 of
the Company's Form S-3 Registration
Statement, File No. 333-51489.
4.15 Indenture dated as of February 9, 1998 *
between Jacor and the Bank of New York for
Jacor's Liquid Yield Option Notes due 2018.
Incorporated by reference to Exhibit 4.21 of
the Company's Form S-3 Registration
Statement, File No. 333-51489.
<PAGE>
10.1(+) Change in Control Agreement dated as of June *
12, 1998 by and between Jacor
Communications, Inc. and Randy Michaels.
Incorporated by reference to Exhibit 10.1 to
Jacor's Quarterly Report on Form 10-Q dated
August 14, 1998. (1)*
10.2(+) Change in Control Agreement dated as of June *
12, 1998 by and between Jacor
Communications, Inc. and Martin R. Gausvik.
Incorporated by reference to Exhibit 10.2 to
Jacor's Quarterly Report on Form 10-Q dated
August 14, 1998. (2)*
10.3(+) Advisory Agreement dated August 26, 1998 *
between the Company and Equity Group
Investments, Inc. Incorporated by reference
to Exhibit 10.1 to Jacor's Quarterly Report
on Form 10-Q dated October 30, 1998.
21 Subsidiaries of Registrant. **
Consent of Independent Auditors - Ernst & 86
23.1 Young LLP
Consent of Independent Auditors - 87
23.2 PricewaterhouseCoopers LLP
27 Financial Data Schedules. 88
[FN]
__________________
(*) Incorporated by reference as indicated.
(**) Omitted pursuant to General Instructions I(1)(a) and (b) of
Form 10-K.
(+) Management Contracts and Compensatory Arrangements.
(1) Identical agreements were also entered into as of June 12,
1998 between the Company and each of the following senior
executive officers of the Company: Robert L. Lawrence, R.
Christopher Weber, David H. Crowl, Thomas P. Owens, Jon M.
Berry, Paul F. Solomon, John Hogan, Jerome L. Kersting and Jay
Meyers.
(2) Identical agreements were also entered into as of June 12,
1998 between the Company and each of the following executive
officers of the Company: Pamela C. Taylor, Nicholas J. Miller,
William P. Suffa and Alfred Kenyon, III.
<PAGE>
JACOR COMMUNICATIONS, INC, AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
JACOR COMMUNICATIONS, INC.
(The Company)
Date March 29, 2000 By /s/ Randall T. Mays
Randall T. Mays,
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Company and in the capacities and on the dates
indicated.
Date March 29, 2000 /s/ L. Lowry Mays
L. Lowry Mays
(Principal Executive Officer)
Director
Date March 29, 2000 /s/ Mark P. Mays
Mark P. Mays
Director
Date March 29, 2000 /s/ Randall T. Mays
Randall T. Mays
(Principal Accounting and
Financial Officer)
Director
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statements (S-3 No. 333-21419 and S-3 No. 333-06639) of Jacor
Communications, Inc. and in the related Prospectuses of our
report dated March 24, 2000, with respect to the consolidated
financial statements of Jacor Communications, Inc. included in
this Annual Report (Form 10-K) for the year ended December 31,
1999.
March 24, 2000
San Antonio, Texas Ernst & Young LLP
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statements on Forms S-3 (File Nos. 333-21419 and 333-
06639) of Jacor Communications, Inc. of our report dated February
12, 1999 relating to our audits of the consolidated financial
statements of Jacor Communications, Inc. and subsidiaries as of
December 31, 1998 and 1997 and for each of the two years in the
period ended December 31, 1998, which appears in this Form 10-K.
PricewaterhouseCoopers LLP
Cincinnati, Ohio
March 29, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998 DEC-31-1997
<PERIOD-END> DEC-31-1999 DEC-31-1998 DEC-31-1997
<CASH> 8,194 20,051 28,724
<SECURITIES> 0 0 0
<RECEIVABLES> 242,068 209,769 141,268
<ALLOWANCES> 8,346 8,303 6,195
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 280,431 254,313 197,587
<PP&E> 359,564 336,202 238,015
<DEPRECIATION> 25,545 55,153 31,206
<TOTAL-ASSETS> 7,509,017 3,420,708 2,601,878
<CURRENT-LIABILITIES> 199,747 163,400 118,249
<BONDS> 1,062,214 1,595,776 1,112,800
0 0 0
0 0 0
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<TOTAL-REVENUES> 1,111,892 850,720 595,229
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<TOTAL-COSTS> 745,822 594,113 421,438
<OTHER-EXPENSES> 310,584 140,076 92,578
<LOSS-PROVISION> 42 2,108 1,155
<INTEREST-EXPENSE> 110,715 107,295 82,315
<INCOME-PRETAX> 69,632 29,042 13,004
<INCOME-TAX> 53,045 28,100 9,600
<INCOME-CONTINUING> 16,587 942 3,404
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> (13,185) 0 7,456
<CHANGES> 0 0 0
<NET-INCOME> 3,402 942 (4,052)
<EPS-BASIC> 0 .02 (.10)
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