<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1999 Commission file number 1-9645
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-1787539
(State of Incorporation) (I.R.S. Employer Identification No.)
200 CONCORD PLAZA, SUITE 600
SAN ANTONIO, TEXAS 78216-6940
(210) 822-2828
(Address and telephone number
of principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each class of the issuer's
classes of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Class Outstanding at May 4, 1999
- ------------------------------ ----------------------------
<S> <C>
Common Stock, $.10 par value 327,078,075
</TABLE>
Page 1 of 22
<PAGE> 2
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
Part I -- Financial Information
Item 1. Unaudited Financial Statements
Consolidated Balance Sheets at March 31, 1999 and December 31, 1998 3
Consolidated Statements of Operations for the three months ended March 31, 1999 and 1998 5
Consolidated Statements of Cash Flows for the three months ended March 31, 1999 and 1998 6
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Part II -- Other Information
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 6. Exhibits and reports on Form 8-K 17
(a) Exhibits
(b) Reports on Form 8-K
Signatures 18
Index to Exhibits 19
</TABLE>
Page 2 of 22
<PAGE> 3
PART I
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
(Unaudited) (*)
----------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 30,290 $ 36,498
Income tax receivable 7,118 --
Accounts receivable, less allowance of $13,073 at March 31,
1999 and $13,508 at December 31, 1998 279,994 307,372
Other current assets 86,587 66,090
----------- -----------
Total Current Assets 403,989 409,960
PROPERTY, PLANT AND EQUIPMENT
Land, buildings and improvements 177,694 158,089
Structures and site leases 1,665,527 1,627,704
Transmitter and studio equipment 236,220 235,099
Furniture and other equipment 105,872 101,681
Construction in progress 61,241 52,038
----------- -----------
2,246,554 2,174,611
Less accumulated depreciation (312,354) (258,824)
----------- -----------
1,934,200 1,915,787
INTANGIBLE ASSETS
Contracts 386,813 393,748
Licenses and goodwill 4,253,564 4,223,432
Other intangible assets 94,361 89,577
----------- -----------
4,734,738 4,706,757
Less accumulated amortization (369,351) (315,275)
----------- -----------
4,365,387 4,391,482
OTHER ASSETS
Notes receivable 56,612 53,675
Investments in, and advances to, nonconsolidated affiliates 337,668 324,835
Other assets 117,727 109,269
Other investments 274,488 334,910
----------- -----------
TOTAL ASSETS $ 7,490,071 $ 7,539,918
=========== ===========
</TABLE>
* From audited financial statements
See Notes to Consolidated Financial Statements
Page 3 of 22
<PAGE> 4
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
(Unaudited) (*)
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 54,962 $ 60,855
Accrued interest 27,283 13,168
Accrued expenses 133,576 148,318
Accrued income taxes -- 4,554
Current portion of long-term debt 27,023 7,964
Other current liabilities 21,641 23,285
----------- -----------
Total Current Liabilities 264,485 258,144
Long-term debt 2,260,694 2,323,643
Deferred income taxes 364,247 383,564
Other long-term liabilities 72,141 75,533
Minority interest 22,637 15,605
SHAREHOLDERS' EQUITY
Common stock 26,618 26,370
Additional paid-in capital 4,165,879 4,067,297
Retained earnings 210,926 223,662
Other (22,727) 6,888
Unrealized gain on investments 125,171 161,185
Cost of shares held in treasury -- (1,973)
----------- -----------
Total shareholders' equity 4,505,867 4,483,429
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 7,490,071 $ 7,539,918
=========== ===========
</TABLE>
* From audited financial statements
See Notes to Consolidated Financial Statements
Page 4 of 22
<PAGE> 5
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended
March 31, March 31,
1999 1998
--------- ---------
<S> <C> <C>
Gross revenue $ 421,607 $ 229,849
Less: agency commissions 44,820 26,207
--------- ---------
Net revenue 376,787 203,642
Operating expenses 244,822 123,774
Depreciation and amortization 110,648 43,011
Corporate expenses 12,447 5,909
--------- ---------
Operating income 8,870 30,948
Interest expense 31,832 25,701
Other income (expense) - net 10,919 2,795
--------- ---------
Income (loss) before income taxes (12,043) 8,042
Income taxes 2,889 4,259
--------- ---------
Income (loss) before equity in earnings
of nonconsolidated affiliates (14,932) 3,783
Equity in earnings of nonconsolidated affiliates 2,196 1,796
--------- ---------
Net income (loss) (12,736) 5,579
Other comprehensive income, net of tax:
Foreign currency translation adjustments (26,992) --
Unrealized gains on securities:
Unrealized holding gain (loss) arising during period (20,455) 9,199
Less: reclassification adjustment for gains
included in net income (15,559) (2,605)
--------- ---------
Comprehensive income (loss) $ (75,742) $ 12,173
========= =========
Net income per common share:
Basic $ (.05) $ .03
========= =========
Diluted $ (.05) $ .02
========= =========
</TABLE>
See Notes to Consolidated Financial Statements
Page 5 of 22
<PAGE> 6
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Three Months Ended
March 31, March 31,
1999 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $(12,736) $ 5,579
RECONCILING ITEMS:
Depreciation 55,056 18,041
Amortization of intangibles 55,592 24,970
Deferred taxes 2,944 1,500
Amortization of film rights 4,385 4,144
Payments on film liabilities (4,223) (4,573)
Recognition of deferred income 3,368 (352)
(Gain) loss on disposal of assets 1,288 (387)
Gain on sale of other investments (15,559) (2,606)
Equity in earnings of nonconsolidated affiliates (823) (200)
Increase (decrease) minority interest 10 (48)
CHANGES IN OPERATING ASSETS AND LIABILITIES:
(Increase) decrease accounts receivable 28,237 25,354
Increase (decrease) accounts payable (6,131) 201
Increase (decrease) accrued interest 14,115 1,411
Increase (decrease) accrued expenses and other liabilities (23,578) (4,111)
Increase (decrease) accrued income and other taxes (11,672) 751
-------- --------
Net cash provided by operating activities 90,273 69,674
</TABLE>
Page 6 of 22
<PAGE> 7
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
SCHEDULE RECONCILING NET INCOME TO NET CASH
FLOWS PROVIDED BY OPERATING ACTIVITIES
(UNAUDITED)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Three Months Ended
March 31, March 31,
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in notes receivable - net (2,937) 35,373
Increase in investments in and advances to
nonconsolidated affiliates - net (12,011) (1,409)
Purchases of investments -- (6,855)
Proceeds from sale of investments 20,796 4,084
Purchases of property, plant and equipment (36,711) (8,038)
Proceeds from disposal of assets 3,013 2,395
Acquisition of broadcasting assets (2,700) (111,281)
Acquisition of outdoor assets (89,700) (106,466)
Increase in other intangible assets (2,823) (8,144)
Increase in other-net (25,042) (871)
----------- -----------
Net cash used in investing activities (148,115) (201,212)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of long-term debt 105,502 171,000
Payments on long-term debt (146,931) (1,110,396)
Payments of current maturities (1,016) (62)
Proceeds from exercise of stock options 13,856 1,795
Proceeds from issuance of common stock 80,223 577,819
Proceeds from issuance of convertible debt -- 492,500
----------- -----------
Net cash provided by financing activities 51,634 132,656
Net (decrease) increase in cash and cash equivalents (6,208) 1,118
Cash and cash equivalents at beginning of period 36,498 24,657
----------- -----------
Cash and cash equivalents at end of period $ 30,290 $ 25,775
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
Page 7 of 22
<PAGE> 8
]
CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1: PREPARATION OF INTERIM FINANCIAL STATEMENTS
The consolidated financial statements have been prepared by Clear Channel
Communications, Inc. (the "Company") pursuant to the rules and regulations of
the Securities and Exchange Commission ("SEC") and, in the opinion of
management, include all adjustments (consisting only of normal recurring
accruals and adjustments necessary for adoption of new accounting standards)
necessary to present fairly the results of the interim periods shown. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such SEC rules and regulations. Management
believes that the disclosures made are adequate to make the information
presented not misleading. The results for the interim periods are not
necessarily indicative of results for the full year. The financial statements
contained herein should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's 1998 Annual Report on
Form 10-K.
The consolidated financial statements include the accounts of the Company and
its subsidiaries, the majority of which are wholly-owned. Investments in
companies in which the Company owns 20 percent to 50 percent of the voting
common stock or otherwise exercises significant influence over operating and
financial policies of the company are accounted for under the equity method. All
significant intercompany transactions are eliminated in the consolidation
process. Certain reclassifications have been made to the 1998 consolidated
financial statements to conform to the 1999 presentation.
Note 2: RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 Accounting for Derivative Instruments and
Hedging Activities. Statement 133 establishes new rules for the recognition and
measurement of derivatives and hedging activities. Statement 133 is effective
for years beginning after June 15, 1999. The Company plans to adopt this
statement in fiscal year 2000. Management does not believe adoption of this
statement will materially impact the Company's financial position or results of
operations.
Note 3: RECENT DEVELOPMENTS
On May 4, 1999, the Company closed its merger with Jacor Communications, Inc.
("Jacor"). Pursuant to the terms of the agreement, each share of Jacor common
stock was exchanged for 1.1573151 shares of the Company's common stock or
approximately 60.9 million shares. In addition, the Company assumed
approximately $1.4 billion of Jacor's long-term debt, as well as Jacor's Liquid
Yield Option Notes with an accreted value of approximately $309.4 million. Jacor
options and stock appreciation rights outstanding at the time of the merger are
now exercisable for approximately 4.7 million shares of the Company's common
stock. In addition, Jacor common stock purchase warrants and Liquid Yield Option
Notes are exercisable or convertible into approximately 12.6 million shares of
our common stock. The Company refinanced $850 million of Jacor's long term debt
at the closing of the merger using the Company's credit facility. This
acquisition will be accounted for as a purchase with resulting additional
goodwill of approximately $3.0 billion, which will be amortized over 25 years on
a straight-line basis. This purchase price allocation is preliminary and the
results of operations of Jacor will be included in the Company's financial
statements beginning May 1, 1999.
Page 8 of 22
<PAGE> 9
The results of operations for the three month periods ending March 31, 1999 and
1998 does not include the operations of Jacor. Assuming this merger and the
acquisitions of Universal Outdoor Holding, Inc. ("Universal") and More Group Plc
("More Group") had occurred at January 1, 1998, unaudited pro forma consolidated
results of operations for the three months ended March 31, 1999 and 1998 would
have been as follows:
Pro Forma (Unaudited)
Three Months Ended March 31
In thousands, except per share data
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Net revenue $ 571,450 $ 460,626
Net income (loss) $ 474 $ (65,407)
Net income (loss) per share:
Basic $ 0.00 $ (0.22)
Diluted $ 0.00 $ (0.22)
</TABLE>
The pro forma information above is presented in response to applicable
accounting rules relating to business acquisitions and is not necessarily
indicative of the actual results that would have been achieved had the
acquisitions of Universal and More Group and the merger with Jacor occurred at
the beginning of 1998, nor is it indicative of future results of operations. The
Company had other acquisitions during the first quarter of 1999 and during 1998,
the effects of which, individually and in aggregate, were not material to the
Company's consolidated financial position or results of operations.
To facilitate possible future acquisitions as well as public offerings, the
Company filed a registration statement on Form S-3 on April 12, 1999 covering a
combined $2 billion of debt securities, junior subordinated debt securities,
preferred stock, common stock, warrants, stock purchase contracts and stock
purchase units (the "shelf registration statement"). The shelf registration
statement also covers preferred securities that may be issued from time to time
by the Company's three Delaware statutory business trusts and guarantees of such
preferred securities by the Company.
Note 4 SEGMENT DATA
In thousands of dollars
<TABLE>
<CAPTION>
March 31,
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
Net revenue
Broadcasting $ 151,173 $ 134,295
Outdoor 225,614 69,347
----------- -----------
Consolidated $ 376,787 $ 203,642
Operating expenses
Broadcasting $ 97,913 $ 86,656
Outdoor 146,909 37,118
----------- -----------
Consolidated $ 244,822 $ 123,774
Depreciation and Amortization
Broadcasting $ 27,985 $ 25,172
Outdoor 82,663 17,839
----------- -----------
</TABLE>
Page 9 of 22
<PAGE> 10
<TABLE>
<S> <C> <C>
Consolidated $ 110,648 $ 43,011
Operating income
Broadcasting $ 18,974 $ 18,812
Outdoor (10,104) 12,136
----------- -----------
Consolidated $ 8,870 $ 30,948
Total identifiable assets
Broadcasting $ 2,568,834 $ 2,199,105
Outdoor 4,921,237 1,400,522
----------- -----------
Consolidated $ 7,490,071 $ 3,599,627
</TABLE>
Net revenue of $77,169 and identifiable assets of $1,229,508 derived from the
Company's foreign operations are included in the March 31, 1999 data above.
Page 10 of 22
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Comparison of Three Months Ended March 31, 1999 to Three Months Ended March 31,
1998.
CONSOLIDATED
(In thousands of dollars, except per share data)
<TABLE>
<CAPTION>
Three Months Ended March 31, As-Reported Pro Forma
---------------------------- % Increase % Increase
Consolidated 1999 1998 (Decrease) (Decrease)
------------ --------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenue $ 376,787 $ 203,642 85.0 % 18.3 %
Operating expenses 244,822 123,774 97.8 % 19.2 %
Depreciation and amortization 110,648 43,011 157.3 % 40.0 %
Operating income 8,870 30,948 (71.3)% (63.6)%
Interest expense 31,832 25,701 23.9 %
Net income (loss) (12,736) 5,579 (238.7)%
Net income (loss) per share:
Basic $ (.05) $ .03 (266.7)%
Diluted $ (.05) $ .02 (350.0)%
</TABLE>
The majority of the growth in the "as reported" net revenue and operating
expenses for the quarter ended March 31, 1999 was due to the acquisitions of
Universal Outdoor Holding, Inc. ("Universal") in April of 1998 and More Group
Plc ("More Group"), which has been included in the operations of the Company
since July 1998. In addition, 2 radio stations and 1,136 outdoor display faces
were purchased during the first three months of 1999, the effects of which,
individually and in the aggregate, were not material to the Company's
consolidated financial position or results of operations.
The majority of the increase in "as reported" depreciation and amortization was
primarily due to the acquisition of the tangible and intangible assets
associated with the purchase of the above-mentioned business combinations.
Interest expense increased primarily due to an increase in the average amount of
debt outstanding -- which resulted from the above-mentioned business
combinations. The majority of the decrease in operating income and net income
also was primarily due to the increase in depreciation and amortization expense
resulting from the aforementioned business combinations.
Pro forma presentation referred to above assumes the acquisition and/or merger
of Universal and More Group occurred on January 1, 1998. Pro forma net revenue
increased due to improved advertising rates in the broadcasting segment. In
addition, improved occupancy, increased advertising rates and other less
significant acquisitions within the outdoor segment also contributed to the
increase in pro forma net revenue. Pro forma operating expenses increased
primarily from the incremental selling costs related to the additional revenues
Page 11 of 22
<PAGE> 12
LIQUIDITY AND CAPITAL RESOURCES
The major sources of capital for the Company have been cash flow from
operations, advances on its revolving long-term line of credit (the "credit
facility"), and funds provided by various stock, convertible and other bond
offerings, and other borrowings. As of March 31, 1999 and December 31, 1998, the
Company had the following debt outstanding:
<TABLE>
<CAPTION>
(In millions of dollars)
March 31, 1999 December 31, 1998
-------------- -----------------
<S> <C> <C>
Credit facility - domestic $ 949.1 $1,007.5
Credit facility - international 126.3 103.7
Senior convertible notes 575.0 575.0
Long-term bonds 600.0 600.0
Other borrowings 37.3 45.4
-------- --------
Total $2,287.7 $2,331.6
======== ========
</TABLE>
In addition, the Company had $30.3 million in unrestricted cash and cash
equivalents on hand at March 31, 1999.
On April 12, 1999 the Company filed a registration statement on Form S-3
covering a combined $2 billion of debt securities, junior subordinated debt
securities, preferred stock, common stock, warrants, stock purchase contracts
and stock purchase units (the "shelf registration statement"). The shelf
registration statement also covers preferred securities that may be issued from
time to time by the Company's three Delaware statutory business trusts and
guarantees of such preferred securities by the Company.
CREDIT FACILITY:
DOMESTIC: The Company has a revolving credit facility for $2 billion, of which
$949.1 million is outstanding and, taking into account other letters of credit,
$1,034.7 million is available for future borrowings. The credit facility
converts into a reducing revolving line of credit on the last business day of
September 2000, with quarterly repayment of the outstanding principal balance to
begin the last business day of September 2000 and continue during the subsequent
five year period, with the entire balance to be repaid by the last business day
of June 2005. During the first three months of the year, the Company made
principal payments on the credit facility totaling $111.8 million and drew down
$53.4 million.
INTERNATIONAL: The Company has a (pound)100 million, or approximately $161.2
million, revolving credit facility with a group of international banks. This
international credit facility allows for borrowings in various foreign
currencies, which are used to hedge net assets in those currencies. At March 31,
1999, approximately $34.9 million, was available for future borrowings and
$126.3 million, was outstanding. This credit facility converts into a reducing
revolving facility on January 10, 2000 with annual payments of (pound)12 million
due in 2000 and 2001. The credit facility expires on January 10, 2002. At March
31, 1999, interest rates varied from 3.1% to 8.0%.
SENIOR CONVERTIBLE NOTES:
The Company has $575 million of 2.625% senior convertible notes due April 1,
2003. The notes are convertible into the Company's common stock at any time
following the date of original issuance, unless previously redeemed, at a
conversion price of $61.95 per share, subject to adjustment in certain events.
Interest on the notes is payable semiannually on each April 1 and October 1. The
notes are redeemable, in whole or in part, at the option of the Company at any
time on or after April 1, 2001 and until March 31, 2002 at 101.050%; on or after
April 1, 2002 and until March 31, 2003 at 100.525%; and on or after April 1,
2003 at 100%, plus accrued interest.
Page 12 of 22
<PAGE> 13
BONDS:
The Company has $300 million 7.25% debentures due October 15, 2027, $175 million
6.875% senior debentures due June 15, 2018 and $125 million 6.625% senior notes
due June 15, 2008. Interest on the debentures is payable semiannually on April
15 and October 15. Interest on the senior debentures and senior notes is payable
semiannually on each June 15 and December 15.
OTHER:
During the first three months of 1999, the Company purchased the broadcasting
assets of two radio stations in two markets for $2.7 million plus the exchange
of one radio station, and acquired approximately 547 additional outdoor display
faces in 14 domestic markets and 589 additional outdoor display faces in 2
international markets for a total of $89.7 million. In addition, the Company
purchased capital equipment totaling $36.7 million.
Future acquisitions of broadcasting stations, outdoor advertising facilities and
other media-related properties affected in connection with the implementation of
the Company's acquisition strategy are expected to be financed from increased
borrowings under the credit facility, additional public equity and debt
offerings and cash flow from operations. The Company believes that cash flow
from operations as well as the proceeds from securities offerings made by the
Company from time to time will be sufficient to make all required future
interest and principal payments on the credit facility, senior convertible notes
and bonds, and will be sufficient to fund all anticipated capital expenditures.
The ratio of earnings to fixed charges is as follows:
<TABLE>
<CAPTION>
3 Months ended
March 31, Year Ended
- --------------------- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 1998 1998 1997 1996 1995 1994
- ------ ------ ------ ------ ------ ------ ------
.68 1.29 1.83 2.32 3.63 3.32 5.54
</TABLE>
The ratio of earnings to fixed charges has been computed on a total enterprise
basis. Earnings represent income from continuing operations before income taxes
less equity in undistributed net income (loss) of unconsolidated affiliates plus
fixed charges. Fixed charges represent interest, amortization of debt discount
and expense, and the estimated interest portion of rental charges. The Company
had no Preferred Stock outstanding and paid no dividends thereon for any period
presented.
YEAR 2000
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs or hardware that have date-sensitive software or embedded
chips may recognize a date using "00" as the year 1900 rather than the year
2000. This could cause a system failure or miscalculations in the Company's
broadcasting, outdoor and corporate locations which could cause disruptions of
operations, including, among other things, a temporary inability to produce
broadcast signals, process financial transactions, or engage in similar normal
business activities.
Based on recent system evaluations, surveys, and on-site inventories, the
Company determined that it would be required to modify or replace portions of
its software and certain hardware so that those systems will properly utilize
dates beyond December 31, 1999. The Company presently believes that with
modifications or replacements of existing software and certain hardware, the
Year 2000 issue can be mitigated. If such modifications and replacements are not
made, or are not completed in time, the Year 2000 issue could have a material
impact on the Company's operations.
The Year 2000 issue involves the identification and assessment of the existing
problem, plan of remediation, as well as a testing and implementation plan. To
date, the Company has substantially completed the identification and assessment
process, with the following significant financial and operational components
identified as being affected by the Year 2000 issue:
Page 13 of 22
<PAGE> 14
o Computer hardware running critical financial and operational software that
is not capable of recognizing a four-digit code for the applicable year.
o Advertising inventory management software responsible for managing,
scheduling and billing customer's broadcasting and outdoor advertising
purchases.
o Broadcasting studio equipment and software necessary to deliver radio and
television programming.
o Corporate financial accounting and information system software.
o Significant non-technical systems and equipment that may contain
microcontrollers which are not Year 2000 compliant.
The Company has instituted the following remediation plan to address the Year
2000 issues:
A computer hardware replacement plan for computers running essential broadcast,
operational and financial software applications with Year 2000 compatible
computers has been instituted. As of December 31, 1998 approximately 50% of all
essential computers related to broadcast or studio equipment are Year 2000
compatible. Approximately 95% of all essential financial based computers are
Year 2000 compliant. The Company anticipates this replacement plan to be 100%
complete by the end of the third quarter in 1999.
Software upgrades or replacement with advertising inventory management software
which is Year 2000 compliant have been planned, are in process, or have been
completed as of March 31, 1999. The Company has received assurances from its
software vendors, with a few minor exceptions, that supply its advertising
inventory management software that their software is Year 2000 compliant. For
these non-compliant vendors, the Company will install inventory management
software from a compliant vendor by the end of the third quarter of 1999.
Approximately 95% of the broadcasting properties have Year 2000 compliant
advertising inventory management software as of March 31, 1999. All of the
outdoor advertising inventory management software is currently being upgraded
and is targeted for Year 2000 compliance at the end of the second quarter of
1999.
The Company has received assurances from its software vendors that supply
broadcasting digital automation systems that the software used by the Company is
currently compliant or has upgrades currently available that are compliant.
Broadcast software and studio equipment is considered to be 80% compliant as of
March 31, 1999 and is anticipated to be 100% compliant by the third quarter of
1999.
Financial accounting software for the broadcasting segment has been replaced and
is Year 2000 compliant. Financial accounting software for the outdoor segment
has been upgraded to be Year 2000 compliant.
While the Company believes its efforts will provide reasonable assurance that
material disruptions will not occur due to internal failure, the possibility of
interruption still exists.
The Company is currently querying other significant vendors that do not share
information systems with it (external agents). To date, the Company is not aware
of any external agent with a Year 2000 issue that would materially impact its
results of operations, liquidity, or capital resources. However, the Company has
no means of ensuring that external agents will be Year 2000 ready. The inability
of external agents to complete their Year 2000 resolution process in a timely
fashion could materially impact the Company. The effect of non-compliance by
external agents is not determinable.
In the ordinary course of business, the Company has acquired or plans to acquire
a significant amount of Year 2000 compliant hardware and software. These
purchases are part of specific operational and financial system enhancements
with completion dates during 1998 and early 1999 that were planned without
specific regard to the Year 2000 issue. These system enhancements resolve many
Year 2000 problems and have not been delayed as a result of any additional
efforts addressing the Year 2000 issue. Accordingly, these costs have not been
included as part of the costs of Year 2000 remediation. However, there are
several hardware and software expenditures that
Page 14 of 22
<PAGE> 15
have been or will be incurred to specifically remediate Year 2000
non-compliance. Incremental hardware and software costs that the Company has
attributed to the Year 2000 issue are estimated at $2,700,000 plus or minus 15%.
The majority of these expenditures will be incurred over the next 6 months. Of
this cost, approximately 25% will be expensed as modification or upgrade costs
with the remaining costs being capitalized as new hardware or software. As of
March 31, 1999, approximately $160,000 has been charged to expense and
$1,200,000 capitalized as a result of expenditures. Sources of funds for these
expenditures will be supplied through cash flow generated from operations and/or
available borrowings from the Company's credit facility. The Company's
accounting policy is to expense costs incurred due to maintenance, modification
or upgrade costs and to capitalize the cost of new hardware and software.
The Company believes it has an effective program in place to resolve the Year
2000 issue in a timely manner. As noted above, the Company has not yet completed
all necessary phases of the Year 2000 program. In the event that the Company
does not complete any additional phases, it could experience disruptions in its
operations, including among other things, a temporary inability to produce
broadcast signals, process financial transactions, or engage in similar normal
business activities. In addition, disruptions in the economy generally resulting
from the Year 2000 issues could also materially adversely affect the Company.
The Company could be subject to litigation for computer systems failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
The Company has contingency plans for certain critical applications in sites
deemed significant to operations. These contingency plans involve, among other
actions, manual work around for on-air and financial systems, a store of Year
2000 compliant computers available for rapid deployment, backup generators at
key broadcast and transmitter sites and staffing strategies to affect such
contingency plans.
RISKS REGARDING FORWARD LOOKING STATEMENTS
Except for the historical information, this report contains various
"forward-looking statements" which represent the Company's expectations or
beliefs concerning future events, including the future levels of cash flow from
operations. The Company cautions that these forward-looking statements involve a
number of risks and uncertainties and are subject to many variables which could
have an adverse effect upon the Company's financial performance. These variables
include economic conditions, the ability of the Company to integrate the
operations of Universal, More Group and Jacor, shifts in population and other
demographics, level of competition for advertising dollars, fluctuations in
operating costs, technological changes and innovations, changes in labor
conditions, changes in governmental regulations and policies, effects from the
Year 2000 issue and certain other factors set forth in the Company's SEC
filings. Actual results in the future could differ materially from those
described in the forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Interest Rate Risk
At March 31, 1999, approximately 47% of the Company's long-term debt bears
interest at variable rates. Accordingly, the Company's earnings and after tax
cash flow are affected by changes in interest rates. Assuming the current level
of borrowings at variable rates and assuming a two percentage point change in
the first three months of 1999 average interest rate under these borrowings, it
is estimated that the Company's first three months of 1999 interest expense
would have changed by $5.4 million and that the Company's first three months of
1999 net income would have changed by $3.5 million. In the event of an adverse
change in interest rates, management would likely take actions to further
mitigate its exposure. However, due to the uncertainty of the actions that would
be taken and their possible effects, the analysis assumes no such actions.
Further the analysis does not consider the effects of the change in the level of
overall economic activity that could exist in such an environment.
The Company currently hedges a portion of its outstanding debt with interest
rate swap agreements that effectively fix the interest at rates from 4.25% to
10.0% on $1.0 billion of its current borrowings. These agreements expire
Page 15 of 22
<PAGE> 16
from May 1999 to January 2001. The fair value of these agreements at March 31,
1999 and settlements of interest during the first three months of 1999 were not
material.
Equity Price Risk
The carrying value of the Company's available-for-sale equity securities is
affected by changes in their quoted market prices. It is estimated that a 20%
change in the market prices of these securities would change their carrying
value at March 31, 1999 by $40.8 million.
Foreign Currency
The Company has operations in 25 countries throughout Europe and Asia. All
foreign operations are measured in their local currencies. As a result, the
Company's financial results could be affected by factors such as changes in
foreign currency exchange rates or weak economic conditions in the foreign
markets in which the Company has operations. To mitigate a portion of the
exposure to risk of currency fluctuations throughout Europe and Asia to the
British pound, the Company has a natural hedge through borrowings in some other
currencies. This hedge position is reviewed monthly. The Company maintains no
derivative instruments to mitigate the exposure to translation and/or
transaction risk. However, this does not preclude the adoption of specific
hedging strategies in the future. The Company's foreign operations reported a
loss of $13.2 million for the first three months of 1999. It is estimated that a
5% change in the value of the U.S. dollar to the British pound would change net
income for the first three months of 1999 by $1.0 million.
Page 16 of 22
<PAGE> 17
PART II -- OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A special meeting of shareholders of the Company was held on March 26, 1999. The
shareholders approved the issuance of the Company's common stock in the merger
with Jacor.
The results of voting at the special meeting of the shareholders were as
follows:
PROPOSAL NO. 1
(ISSUANCE OF COMMON STOCK IN THE MERGER WITH JACOR COMMUNICATIONS, INC.)
<TABLE>
<CAPTION>
For Withhold/Against Exceptions/Abstain
----------- ---------------- ------------------
<S> <C> <C>
201,793,963 178,599 479,394
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. See Exhibit Index on Page 14
(b) Reports on Form 8-K
<TABLE>
<CAPTION>
Filing Date Items Reported Financial Statements Reported
------ ---- -------------- -----------------------------
<S> <C> <C> <C>
8-K/A 1/14/99 Purchase price None
information related
to the acquisition of
More Group Plc.
8-K/A 2/23/99 Item 5. Pro forma Pro forma statements 12/31/97
financial statements
assuming the acquisition
of More Group Plc. had
occurred on 1/1/97.
8-K/A 2/23/99 Item 5. Pro forma Pro forma statements 9/30/97
financial statements
assuming the acquisition
of Paxson Radio had
occurred on 1/1/97.
8-K/A 2/23/99 Item 5. Pro forma Pro forma statements 12/31/97
financial statements
assuming the merger with
Universal had occurred
on 1/1/97.
8-K/A 2/23/99 Item 5. Pro forma Pro forma statements 9/30/98
financial statements assuming
the merger with Jacor had
occurred on 1/1/98.
</TABLE>
Page 17 of 22
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CLEAR CHANNEL COMMUNICATIONS, INC.
Date May 5, 1999 /s/ Herbert W. Hill, Jr.
Herbert W. Hill, Jr.
Senior Vice President and
Chief Accounting Officer
Page 18 of 22
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
2.1 Agreement and Plan of Merger dated as of October 8, 1998, as
amended on November 11, 1998, among Clear Channel Communications,
Inc., CCU Merger Sub, Inc. and Jacor Communications, Inc.
(incorporated by reference to Annex A to the Company's
Registration Statement on Form S-4 (Reg. No. 333-72839) dated
February 23, 1999).
3.1 Current Articles of Incorporation of the Company (incorporated
by reference to the exhibits of the Company's Registration
Statement on Form S-3 (Reg. No. 333-33371) dated September 9,
1997).
3.2 Second Amended and Restated Bylaws of the Company (incorporated
by reference to the exhibits of the Company's Registration
Statement on Form S-3 (Reg. No. 333-33371) dated September 9,
1997).
3.3 Amendment to the Company's Articles of Incorporation
(incorporated by reference to the exhibits to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1998).
3.4 Second Amendment to the Company's Articles of Incorporation.
4.1 Buy-Sell Agreement by and between Clear Channel Communications,
Inc., L. Lowry Mays, B. J. McCombs, John M. Schaefer and John
W. Barger, dated May 31, 1977 (incorporated by reference to
the exhibits of the Company's Registration Statement on Form
S-1 (Reg. No. 33-289161) dated April 19, 1984).
4.2 Third Amended and Restated Credit Agreement by and among Clear
Channel Communications, Inc., NationsBank of Texas, N.A., as
administrative lender, the First National Bank of Boston, as
documentation agent, the Bank of Montreal and Toronto Dominion
(Texas), Inc., as co-syndication agents, and certain other
lenders dated April 10, 1997 (the "Credit Facility")
(incorporated by reference to the exhibits of the Company's
Amendment No. 1 to the Registration Statement on Form S-3 (Reg.
No. 333-25497) dated May 9, 1997).
4.3 Senior Indenture dated October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York as
Trustee (incorporated by reference to exhibit 4.2 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997).
4.4 First Supplemental Indenture dated March 30, 1998 to Senior
Indenture dated October 1, 1997, by and between the Company
and The Bank of New York, as Trustee (incorporated by
reference to the exhibits to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998).
4.5 Second Supplemental Indenture dated June 16, 1998 to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and the Bank of New York, as Trustee
(incorporated by reference to the exhibits to the Company's
Current Report on Form 8-K dated August 27, 1998).
4.6 Third Supplemental Indenture dated June 16, 1998 to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and the Bank of New York, as Trustee
(incorporated by reference to the exhibits to the Company's
Current Report on Form 8-K dated August 27, 1998).
11 Statement re: Computation of Per Share Earnings.
12 Statement re: Computation of Ratios.
27.1 Financial Data Schedule at March 31, 1999
27.2 Financial Data Schedule at March 31, 199 (incorporated by
reference to exhibit 27 of the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998).
</TABLE>
Page 19 of 22
<PAGE> 1
EXHIBIT 3.4
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF CLEAR CHANNEL COMMUNICATIONS, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following articles of
amendment to its articles of incorporation:
ARTICLE ONE
The name of the corporation is CLEAR CHANNEL COMMUNICATIONS, INC.
ARTICLE TWO
The following amendment to the articles of incorporation, increasing
the number of shares that the corporation is authorized to issue from
610,000,000 shares to 910,000,000 shares, was adopted by the shareholders of the
corporation on April 27, 1999. The amendment alters or changes Article Four,
Section 1 of the original or amended articles of incorporation and the full text
of such section is as follows:
"ARTICLE FOUR
Section 1. Authorized Shares. The aggregate number of shares
which the Corporation shall have the authority to issue is 910,000,000
shares, consisting of three classes of capital stock:
(a) 900,000,000 shares of Common Stock ("Common Stock"), par
value of $.10 each;
(b) 2,000,000 shares of Class A Preferred Stock ("Class A
Preferred Stock"), par value of $1.00 each; and
(c) 8,000,000 shares of Class B Preferred Stock ("Class B
Preferred Stock"), par value of $1.00 each."
ARTICLE THREE
The number of shares of the corporation outstanding at the time of such
adoption was 266,073,575; and the number of shares entitled to vote thereon was
266,039,115.
ARTICLE FOUR
The number of shares voted for such amendment was 228,912,855; and the
number of shares voted against such amendment was 8,560,992.
Dated May 5, 1999.
CLEAR CHANNEL COMMUNICATIONS, INC.
by:
-----------------------------------------
Kenneth E. Wyker
Senior Vice President for Legal Affairs
and Secretary
Page 20 of 22
<PAGE> 1
EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE
In thousands of dollars, except per share data
<TABLE>
<CAPTION>
Three months ended
March 31,
1999 1998
--------- ---------
<S> <C> <C>
Numerator:
Net income (loss) $ (12,736) $ 5,579
Effect of dilutive securities:
Eller put/call option agreement (1,276) (1,060)
Convertible debt 2,453 --
--------- ---------
Numerator for net income per
common share - diluted $ (11,559) $ 4,519
========= =========
Denominator:
Weighted average common shares 265,850 196,986
Effect of dilutive securities:
Employee stock options 3,883 4,268
Eller put/call option agreement 1,903 2,162
Convertible debt 9,282 --
--------- ---------
Denominator for net income
per common share - diluted 280,918 203,416
========= =========
Net income (loss) per common share:
Basic $ (.05) $ .03
========= =========
Diluted $ (.05) $ .02
========= =========
</TABLE>
Page 21 of 22
<PAGE> 1
EXHIBIT 12 - COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
3 months ended
March 31, Year Ended
------------------- ---------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Income (loss) before income
taxes (12,043) 8,042 117,922 104,077 71,240 49,817 36,396
Dividends and other received from
nonconsolidated affiliates 2,952 0 9,168 4,624 10,430 1,432 0
------- ------- ------- ------- ------- ------- -------
Total (9,091) 8,042 127,090 108,701 81,670 51,249 36,396
Fixed Charges
Interest expense 31,832 25,701 135,766 75,076 30,080 20,752 7,669
Amortization of loan fees 649 424 2,220 1,451 506 1,004 82
Interest portion of rentals 4,747 1,480 16,044 6,120 424 361 262
------- ------- ------- ------- ------- ------- -------
Total fixed charges 37,228 27,605 154,030 82,647 31,010 22,117 8,013
Preferred stock dividends
Tax effect of preferred dividends 0 0 0 0 0 0 0
After tax preferred dividends 0 0 0 0 0 0 0
Total fixed charges and
preferred dividends 37,228 27,605 154,030 82,647 31,010 22,117 8,013
Total earnings available for
payment of fixed charges 25,185 35,647 281,120 191,348 112,680 73,366 44,409
======= ======= ======= ======= ======= ======= =======
Ratio of earnings to fixed
Charges 0.68 1.29 1.83 2.32 3.63 3.32 5.54
======= ======= ======= ======= ======= ======= =======
Rental fees and charges 59,338 18,503 200,550 76,500 5,299 4,510 3,273
Interest rate 8% 8% 8% 8% 8% 8% 8%
</TABLE>
Page 22 of 22
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 30,290,219
<SECURITIES> 0
<RECEIVABLES> 293,501,264
<ALLOWANCES> 13,507,549
<INVENTORY> 0
<CURRENT-ASSETS> 403,988,059
<PP&E> 2,246,554,424
<DEPRECIATION> 312,353,883
<TOTAL-ASSETS> 7,490,071,486
<CURRENT-LIABILITIES> 264,484,995
<BONDS> 1,175,000,000
0
0
<COMMON> 26,617,759
<OTHER-SE> 4,479,249,012
<TOTAL-LIABILITY-AND-EQUITY> 7,490,071,486
<SALES> 0
<TOTAL-REVENUES> 376,787,383
<CGS> 0
<TOTAL-COSTS> 244,821,928
<OTHER-EXPENSES> 1,528,110
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31,832,221
<INCOME-PRETAX> (12,043,380)
<INCOME-TAX> 2,889,296
<INCOME-CONTINUING> (12,736,060)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,736,060)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
