<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 1995 Commission file number 0-14702
Infinity Broadcasting Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-2766282
(State of incorporation) (I.R.S. Employer
Identification No.)
600 Madison Avenue
New York, New York 10022
(Address of principal executive offices)
(212)750-6400
(Registrant's telephone number, including area code)
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 such 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 of the issuer's classes of
common stock, as of the latest practicable date: 27,544,059 shares of Class A
Common Stock, 3,700,028 shares of Class B Common Stock and 496,114 shares of
Class C Common Stock as of May 4, 1995.
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INFINITY BROADCASTING CORPORATION
INDEX
Page No.
________
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets . . . . . . 1
Consolidated Statements of Operations . 3
Consolidated Statements of Stockholders'
Equity. . . . . . . . . . . . . . . . . 4
Consolidated Statements of
Cash Flows. . . . . . . . . . . . . . . 5
Notes to Consolidated Financial
Statements. . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . 7
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K . . . . . . . 9
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<TABLE>
INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES
ITEM 1. FINANCIAL STATEMENTS
______ ____________________
<CAPTION>
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 31, Dec. 31,
1995 1994
__________ ________
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 9,622 $ 7,720
Receivables, net 60,879 76,549
Prepaid expenses and other current assets 1,051 536
________ ________
Total Current Assets 71,552 84,805
Property and equipment, net 21,533 22,288
Intangible assets, net 430,727 441,187
Other assets 13,931 13,873
________ ________
$537,743 $562,153
See accompanying Notes to Consolidated Financial Statements
</TABLE>
1
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<TABLE>
INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, CONTINUED
(Dollars in thousands)
<CAPTION>
March 31, Dec. 31,
1995 1994
___________ _________
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
<S> <C> <C>
Current Liabilities:
Accounts payable and other accrued expenses $ 13,367 $16,035
Accrued compensation 5,053 6,142
Accrued interest 4,713 9,605
Income taxes 7,594 7,927
Other current liabilities 15,632 16,219
Current portion of long-term debt -- --
_________ _______
Total Current Liabilities 46,359 55,928
_________ _______
Long-term debt 519,750 531,750
Stockholders' equity (deficiency):
Preferred stock, $0.01 par value:
1,000,000 shares authorized, none issued -- --
Class A Common Stock, $.002 par value:
75,000,000 shares authorized; 28,768,933
shares issued in 1994 and 29,014,759
shares in 1995 58 58
Class B Common Stock, $.002 par value:
17,500,000 shares authorized; issued
and outstanding 3,845,541 shares in
1994 and 3,700,028 shares in 1995 8 8
Class C Common Stock, $.002 par value:
30,000,000 shares authorized; issued
and outstanding 496,114 shares in
1994 and 1995 1 1
Additional paid-in capital 260,410 260,093
Retained earnings (deficit) (250,336) (250,841)
_________ _______
10,141 9,319
Less treasury stock at cost, 1,304,400 shares
in 1994 and 1,404,400 shares in 1995 (38,507) (34,844)
_________ _______
Total stockholders' equity (deficiency) (28,366) (25,525)
_________ _______
$537,743 $562,153
See accompanying Notes to Consolidated Financial Statements
</TABLE>
2
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<TABLE>
INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands except per share amounts)
<CAPTION>
Three Months Ended
March 31, March 31,
1995 1994
_________ _________
<S> <C> <C>
Total revenues $ 72,031 $ 54,955
Less agency commissions 9,704 6,772
_________ _________
Net revenues 62,327 48,183
Station operating expenses excluding
depreciation and amortization 37,326 30,362
Depreciation and amortization 11,572 10,503
Corporate general and administrative expenses 1,244 1,117
_________ _________
Operating income 12,185 6,201
Other income (expense)
Interest expense (11,679) (10,103)
Interest income 101 40
_________ _________
Earnings (loss) before income taxes 607 (3,862)
Income taxes 102 2
_________ _________
Net earnings (loss) $ 505 (3,864)
========= =========
Net earnings (loss) per share $ .01 $ (.09)
_________ _________
Average shares and equivalents 44,829,750 43,959,684
========= =========
See accompanying Notes to Consolidated Financial Statements
</TABLE>
3
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<TABLE>
INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(In thousands)
<CAPTION>
Class A Class B Class C
Common Stock Common Stock Common Stock Add'l Retained Treasury Stock
____________ ____________ ____________ Paid-in Earnings ______________
Shares Amt Shares Amt Shares Amt Capital (Deficit) Shares Amt Total
______ ___ ______ ___ ______ ___ _______ _________ ______ ___ _____
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
Dec. 31, 1994 28,769 $58 3,845 $ 8 496 $ 1 $260,093 $(250,841) 1,304 $(34,844) $(25,525)
Net earnings for the
three months ended
March 31, 1995 -- -- -- -- -- -- -- 505 -- -- 505
Issuance of Class A
Common Stock 101 -- -- -- -- -- 317 -- -- -- 317
Conversion of Class B
Common Stock to
Class A Common Stock 145 -- (145) -- -- -- -- -- -- -- --
Treasury Stock
acquired -- -- -- -- -- -- -- -- 100 (3,663) (3,663)
______ ___ _____ ___ ___ ___ ________ __________ _____ ________ _________
Balance at March
31, 1995
(Unaudited) 29,015 $58 3,700 $ 8 496 $ 1 $260,410 $(250,336) 1,404 $(38,507) $(28,366)
______ ___ _____ ___ ___ ___ ________ __________ _____ ________ _________
See accompanying Notes to Consolidated Financial Statements
</TABLE>
4
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<TABLE>
INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
<CAPTION>
March 31, March 31,
1995 1994
__________ ___________
<S> <C> <C>
Net cash flow from (used in) operating activities:
Net earnings (loss) $ 505 $ (3,864)
Depreciation and amortization 11,572 10,503
Amortization of deferred financing costs 507 413
__________ ___________
12,584 7,052
Decrease in receivables 15,670 8,278
(Increase) decrease in other current assets (515) 963
Increase (decrease) in accounts payable
and accrued expenses (4,677) 3,094
Decrease in accrued interest (4,892) (3,401)
Other, net 36 17
__________ ___________
Net cash flow from operating activities 18,206 16,003
__________ ___________
Investing Activities:
Capital expenditures 358 298
Acquisitions:
Intangibles -- 116,451
Property and Equipment -- 2,000
__________ ___________
Net cash used for investing activities 358 118,749
__________ ___________
Cash provided (required) before financing
activities 17,848 (102,746)
__________ ___________
Financing Activities:
Borrowings under debt agreements -- 119,000
Reduction of debt (12,000) (20,437)
Proceeds from issuance of stocks 317 53
Financing costs (600) --
Repurchase of Class A Common Stock (3,663) --
__________ ___________
Net financing activities (15,946) 98,616
(Increase) decrease in cash
and cash equivalents (1,902) 4,130
__________ ___________
Total financing activities $ (17,848) $ 102,746
__________ ___________
See accompanying Notes to Consolidated Financial Statements
</TABLE>
5
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INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
In the opinion of management the unaudited interim financial statements
contain all adjustments, consisting of normal recurring accruals, necessary to
present fairly the financial position, results of operations and cash flows
for the periods presented.
Interim periods are not necessarily indicative of results to be expected
for the year. It is suggested that these financial statements be read in
conjunction with the Consolidated Financial Statements and the notes thereto
of the Company for the year ended December 31, 1994.
The consolidated financial statements include the accounts of the Company
and its subsidiaries, which are all wholly owned. All significant
intercompany balances and transactions have been eliminated in consolidation.
Earnings per common share are based on the weighted average number of
common shares and common equivalent shares outstanding during the period.
On April 27, 1995, the Company announced a three-for-two stock split in the
form of a stock dividend payable on May 19, 1995 to shareholders of record at
the close of business on May 12, 1995. The accompanying financial statements
do not reflect the effect of the stock dividend.
2. Acquisitions
In February 1994, the Company acquired Los Angeles radio station KRTH-FM
from Beasley FM Acquisition Corp. for approximately $116 million, plus costs.
In June 1994, the Company acquired Washington, D.C. radio stations
WPGC-AM/FM from Cook Inlet Radio Partners, L.P. and Cook Inlet Radio License
Partnership, L.P. for approximately $61 million, plus assumption of certain
liabilities and costs.
In June 1994, the Company acquired Detroit radio station WXYT-AM from Fritz
Broadcasting, Inc. for approximately $23 million, plus costs.
The purchase price of the above acquisitions were funded by borrowings
under the Company's bank credit agreement (the "Credit Agreement").
The operating results of these acquisitions are included in the Company's
consolidated results of operations from the date of acquisition. The
following unaudited pro forma summary presents the consolidated results of
operations as if the acquisitions had occurred as of the beginning of 1995 and
1994, after giving effect to certain adjustments,
6
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including amortization of intangible assets and interest expense on the
acquisition debt. These pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of what would have occurred
had the acquisitions been made as of those dates or of results which may occur
in the future.
<TABLE>
<CAPTION>
Three Months Ended March 31,
1995 1994
____ ____
(Unaudited)
<S> <C> <C>
Net revenues $ 62,327 $ 54,778
Net earnings (loss) 505 (5,335)
Net earnings (loss) per common share .01 (0.12)
</TABLE>
On April 21, 1995, the Company acquired Dallas/Ft. Worth radio station
KLUV-FM from TK Communications, Inc. for approximately $51 million, plus
costs.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
FIRST QUARTER OF 1995 COMPARED TO FIRST QUARTER OF 1994
Net revenues for the first quarter of 1995 were $62,327,000 as compared to
$48,183,000 for the first quarter of 1994, an increase of approximately
$14,144,000 or 23%. The increase was due principally to higher advertising
revenues at most of the Company's stations, and the acquisitions of WXYT- AM
(Detroit) effective June 28, 1994, WPGC-AM/FM (Washington, D.C.) effective
June 20, 1994 and KRTH-FM (Los Angeles) effective February 15, 1994. On a pro
forma basis, assuming the above acquisitions had occurred as of the beginning
of 1994, net revenues for the first quarter of 1995 would have increased by
approximately 14%.
Station operating expenses excluding depreciation and amortization for the
first quarter of 1995 were $37,326,000 as compared to $30,362,000 for the
first quarter of 1994, an increase of approximately $6,964,000 or 19%. The
increase was principally due to the acquisitions of WXYT-AM, WPGC-AM/FM, and
KRTH-FM, expenses associated with higher revenues and higher programming
expenses. On a pro forma basis, assuming the above acquisitions had occurred
as of the beginning of 1994, station operating expenses for the first quarter
of 1995 would have increased by approximately 10%.
7
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Depreciation and amortization expense for the first quarter of 1995 was
$11,572,000 as compared to $10,503,000 for the first quarter of 1994, an
increase of approximately $1,069,000 or 9%. The increase was due to the
depreciation and amortization expense associated with the above acquisitions,
partially offset by lower depreciation and amortization expense at the
Company's other radio stations.
Operating income for the first quarter of 1995 was $12,185,000 as compared
to $6,201,000 for the first quarter of 1994, an increase of approximately 49%.
The increase was due principally to improved results at the Company's radio
stations.
Net financing expense (defined as interest expense less interest income)
for the first quarter of 1995 was $11,578,000 as compared to $10,063,000 for
the first quarter of 1994, an increase of approximately 13%. The increase was
due principally to additional borrowings in connection with the above
acquisitions as well as higher interest rates during 1995.
Net income for the first quarter of 1995 was $505,000 as compared to a net
loss of $3,864,000 for the first quarter of 1994, an improvement of
approximately $4,369,000.
LIQUIDITY AND CAPITAL RESOURCES
_______________________________
For the first quarter of 1995, cash from operating activities was
approximately $18,206,000, as compared to $16,003,000 for the first quarter of
1994, an increase of approximately $2,203,000. The increase was principally
due to improved earnings in 1995 as well as lower working capital
requirements.
During the three months ended March 31, 1995, the Company paid down
approximately $12 million of long-term debt and purchased 100,000 shares of
its Class A Common Stock at a cost of approximately $3.7 million.
As of March 31, 1995, the Company had undrawn borrowing capacity of
approximately $380 million under the Credit Agreement.
On April 21, 1995, the Company completed acquisition of Dallas/Ft. Worth
radio station KLUV-FM for approximately $51 million, plus costs. The purchase
price was funded by borrowings under the Credit Agreement.
8
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<PAGE>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description of Exhibit
2(a) Purchase Agreement, dated as of June 16, 1993,
among Beasley FM Acquisition Corp., Infinity
Broadcasting Corporation of California and the
Company. (This exhibit can be found as Exhibit
2(e) to the Company's Quarterly Report on Form 10-
Q for the quarter ended June 30, 1993 (File No. 0-
14702) and is incorporated herein by reference.)
2(b) Asset Purchase Agreement, dated as of October 4,
1993, between Cook Inlet Radio Partners, L.P. and
Cook Inlet Radio License Partnership, L.P. and
Infinity Broadcasting Corporation of Maryland and
the Company. (This exhibit can be found as Exhibit
2(f) to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1993 (File No.
0-14702) and is incorporated herein by reference.)
2(c) Asset Purchase Agreement, dated as of March 8,
1994, by and between Fritz Broadcasting, Inc.,
Infinity Broadcasting Corporation of Detroit and
the Company. (This exhibit can be found as Exhibit
2(h) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993 (File No. 0-
14702) and is incorporated herein by reference.)
2(d) Asset Purchase Agreement, dated as of September 12,
1994, by and between TK Communications, Inc. and
Infinity Broadcasting Corporation of Dallas. (This
exhibit can be found as Exhibit 2(f) to the
Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994 (File No. 0-14702)
and is incorporated herein by reference.)
10(a)* Seventh Amendment, effective as of May 19, 1995, to
the Employment Agreement, dated September 10, 1990,
between the Company and Mel Karmazin.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during
the quarter ended March 31, 1995.
* Denotes management contract or compensatory plan or
arrangement required to be filed as an exhibit pursuant to
item 6(a) of Form 10-Q.
9
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<PAGE>
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.
INFINITY BROADCASTING CORPORATION
(Registrant)
/s/ Farid Suleman
_________________________________
Farid Suleman,
Vice President-Finance/
Chief Financial Officer
Dated: May 11, 1995
10
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<PAGE>
Exhibit 10(a)
SEVENTH AMENDMENT TO
EMPLOYMENT AGREEMENT
The Employment Agreement between Infinity Broadcasting Corporation, a
Delaware corporation (the "Company"), and Mel Karmazin, made as of September
10, 1990 and amended as of September 30, 1991, February 4, 1992, June 30,
1993, August 16, 1993 and June 13, 1994 (the "Employment Agreement"), is
hereby further amended as follows, effective as of May 19, 1995 or such other
date on which the three-for-two stock split in the form of a 50% stock
dividend declared by the Board of Directors of the Company on April 27, 1995
is distributed to stockholders (the "Effective Date").
1. The first sentence of the first paragraph of Exhibit B to the
Employment Agreement is amended to read as follows:
"For each year that the EBITDA target is met, commencing with the fiscal
year ending December 31, 1994, the Executive shall be granted, no later than
the thirtieth day following the filing by Company of its Form 10-K with the
SEC for such year, an option to acquire 168,750 shares of the Class B common
stock of the Employer. The number of shares specified in the preceding
sentence shall be adjusted by the Compensation Committee, as it shall in good
faith determine to be appropriate to prevent any diminution or enlargement of
the Executive's rights by reason of any future increase or decrease in the
number of shares of Class A common stock or Class B common stock occurring at
any time during the Term resulting from a stock split, stock dividend,
recapitalization or other capital adjustment or contribution of capital or
other assets to the Company."
IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment
to be duly executed as of the Effective Date.
INFINITY BROADCASTING CORPORATION
By: /s/ Michael Wiener
______________________________
Michael A. Wiener
Co-Chairman of the Board and Secretary
/s/ Mel Karmazin
______________________________
MEL KARMAZIN
11
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<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000792863
<NAME> INFINITY BROADCASTING CORP
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 9622
<SECURITIES> 0
<RECEIVABLES> 62999
<ALLOWANCES> 2120
<INVENTORY> 0
<CURRENT-ASSETS> 1051
<PP&E> 33311
<DEPRECIATION> 11778
<TOTAL-ASSETS> 537743
<CURRENT-LIABILITIES> 46359
<BONDS> 0
<COMMON> 67
0
0
<OTHER-SE> (28433)
<TOTAL-LIABILITY-AND-EQUITY> 537743
<SALES> 0
<TOTAL-REVENUES> 62327
<CGS> 0
<TOTAL-COSTS> 37326
<OTHER-EXPENSES> 12816
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11679
<INCOME-PRETAX> 607
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</TABLE>
