<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended Commission File
September 30, 1996 Number 0-215-70
Evergreen Media Corporation
---------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2247099
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
433 East Las Colinas Boulevard, Suite 1130, Irving, Texas 75039
----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(972) 869-9020
--------------
(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: 34,028,466 shares of Class A
Common Stock and 3,116,066 shares of Class B Common Stock as of October 31,
1996.
<PAGE>
EVERGREEN MEDIA CORPORATION
INDEX
Page No.
--------
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets (unaudited)................ 2
Consolidated Statements of Operations (unaudited)...... 4
Consolidated Statements of Cash Flows (unaudited)...... 5
Notes to Consolidated Financial Statements (unaudited). 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 13
Part II.
Item 1. Legal Proceedings...................................... 18
Item 6. Exhibits and Reports on Form 8-K....................... 19
1
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PART I
ITEM 1. FINANCIAL STATEMENTS
EVERGREEN MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
December 31, September 30,
1995 1996
------------ -------------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents 3,430 $ 4,508
Accounts receivable, net 45,413 73,220
Prepaid expenses and other assets 2,146 4,590
-------- --------
Total current assets 50,989 82,318
Property and equipment, net 37,839 48,279
Intangible assets, net 458,787 807,820
Other assets 4,732 40,738
-------- --------
$552,347 $979,155
======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
2
<PAGE>
EVERGREEN MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, CONTINUED (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
December 31, September 30,
1995 1996
------------- --------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 15,892 $ 23,090
Current portion of long-term debt 4,000 20,875
Other current liabilities 541 436
-------- ---------
Total current liabilities 20,433 44,401
-------- ---------
Long-term debt, excluding current portion 197,000 562,625
Deferred tax liability 29,233 86,717
Other liabilities 1,104 1,055
-------- ---------
Total liabilities 247,770 694,798
-------- ---------
Stockholders' equity:
Convertible Preferred Stock.
Authorized 6,000,000 shares;
Issued and outstanding 1,610,000 shares
in 1995 and 1,604,500 in 1996. 80,500 80,225
Class A common stock, $.01 par value.
Authorized 75,000,000 shares; issued and
outstanding 24,929,529 shares in 1995 and
25,028,466 in 1996. 249 250
Class B common stock, $.01 par value.
Authorized 4,500,000 shares; issued and
outstanding 3,116,066 shares in 1995 and
1996. 31 31
Paid-in capital 317,295 318,256
Accumulated deficit (93,498) (114,405)
-------- ---------
Total stockholders' equity 304,577 284,357
-------- ---------
$552,347 $ 979,155
======== =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
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EVERGREEN MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands, except for per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
1995 1996 1995 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Gross revenues $ 54,525 90,296 $ 131,863 234,910
Less agency commissions 6,753 11,528 16,686 29,780
------------ ------------ ------------ ------------
Net revenues 47,772 78,768 115,177 205,130
Station operating expenses
excluding depreciation
and amortization 28,209 46,131 69,855 126,444
Depreciation and
amortization 16,521 21,136 33,053 65,148
Corporate general and
administrative expenses 1,230 2,150 2,925 5,348
------------ ------------ ------------ ------------
Operating expenses 45,960 69,417 105,833 196,940
------------ ------------ ------------ ------------
Operating income 1,812 9,351 9,344 8,190
------------ ------------ ------------ ------------
Nonoperating expenses:
Interest expense, net 5,084 10,173 14,344 29,212
Other expense, net - - 189 -
------------ ------------ ------------ ------------
Nonoperating expenses, net 5,084 10,173 14,533 29,212
------------ ------------ ------------ ------------
Loss before income taxes (3,272) (822) (5,189) (21,022)
Income tax benefit 921 29 376 3,734
------------ ------------ ------------ ------------
Net loss (2,351) (793) (4,813) (17,288)
Preferred stock dividends (1,208) (1,204) (3,623) (3,619)
------------ ------------ ------------ ------------
Net loss attributable to
common stockholders (3,559) $ (1,997) $ (8,436) $(20,907)
============ ============ ============ ============
Loss per common share (0.14) $(0.07) $(0.46) $(0.74)
============ ============ ============ ============
Weighted average
common shares outstanding 25,562,000 28,135,000 18,281,000 28,092,000
============ ============ ============ ============
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
4
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EVERGREEN MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30, September 30,
1995 1996
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $( 4,813) $( 17,288)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation 4,038 4,675
Amortization of goodwill, intangible
assets and other assets 29,015 60,473
Provision for doubtful accounts 728 1,395
Deferred income tax benefit (376) ( 3,734)
Changes in certain assets and liabilities,
net of effects of acquisitions:
Accounts receivable (5,078) ( 14,983)
Prepaid expenses and other current assets (144) ( 1,637)
Accounts payable and accrued expenses 3,352 1,446
Other assets (167) ( 514)
Other liabilities 459 ( 339)
--------- ---------
Net cash provided by operating activities 27,014 29,494
--------- ---------
Cash flows from investing activities:
Acquisitions, net of cash acquired (188,004) (392,764)
Escrow deposits on pending acquisitions - ( 32,500)
Proceeds from sale of assets - 32,000
Capital expenditures ( 2,153) ( 4,602)
Other ( 921) ( 5,777)
--------- ---------
Net cash used by investing activities (191,078) (403,643)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 185,993 398,250
Principal payments on long-term debt (150,182) (15,750)
Payments on other liabilities ( 584) (417)
Proceeds from issuance of common stock 132,765 687
Dividend payments on preferred stock ( 3,623) ( 3,619)
Payments for debt issuance costs ( 114) ( 3,924)
--------- ---------
Net cash provided by financing activities 164,255 375,227
--------- ---------
Increase in cash and cash equivalents 191 1,078
Cash and cash equivalents at beginning of period 1,216 3,430
--------- ---------
Cash and cash equivalents at end of period $ 1,407 $ 4,508
========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
5
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EVERGREEN MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of Presentation
---------------------
In the opinion of management, the accompanying 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 of Evergreen Media Corporation (the "Company") and subsidiaries 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
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995.
The consolidated financial statements include the accounts of the Company
and its subsidiaries, all of which are wholly-owned. All significant
intercompany balances and transactions have been eliminated in consolidation.
On August 8, 1996, the Company declared a three-for-two stock split
effected in the form of a stock dividend payable on August 26, 1996 to
shareholders of record at the close of business on August 19, 1996. All share
and per share data (other than authorized share data) contained in the
accompanying financial statements have been retroactively adjusted to give
effect to the stock dividend.
Loss per common share is based on the weighted average number of common
shares outstanding during the periods after giving retroactive effect to the
stock split. Stock options and warrants are not included in the calculation as
their effect would be antidilutive.
The Company adopted the provisions of SFAS 121, "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of" on
January 1, 1996. The adoption of this statement did not have a material effect
on the Company's financial position or results of operations.
2. Acquisitions, Dispositions, and Financings
------------------------------------------
1995 Transactions
- -----------------
In May 1995, the Company acquired Broadcasting Partners, Inc. ("BPI"), a
publicly traded radio broadcasting company with seven FM and four AM radio
stations, eight of which are in the nation's ten largest radio markets (the "BPI
Acquisition"). The BPI Acquisition was effected through the merger of a wholly-
owned subsidiary of the Company with and into BPI, with BPI surviving the merger
as a wholly-owned subsidiary of the Company. The BPI Acquisition included the
conversion of each outstanding share of BPI common stock into the
6
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right to receive $12.00 in cash and .69 shares of the Company's Class A Common
Stock, resulting in total cash payments of $94.8 million and the issuance of
5,611,009 shares of the Company's Class A Common Stock valued at $12.50 per
share. In addition, the Company retired existing BPI debt of $81.9 million and
incurred various other direct acquisition costs. The total purchase price,
including closing costs, allocated to net assets acquired was approximately
$258.6 million.
In July 1995, the Company completed a secondary public offering of
8,287,500 shares of its Class A Common Stock (the "1995 Offering). The Company
issued 7,350,000 shares in the offering, while 937,500 shares were issued in
connection with the exercise of certain warrants. Furthermore, 1,013,886 shares
were issued in the offering in connection with the exercise of the remaining
warrants outstanding pursuant to the underwriters' over-allotment option. The
net proceeds to the Company in connection with the offering of approximately
$132.7 million were used to reduce borrowings under the revolving credit portion
of the Senior Credit Facility.
1996 Completed Transactions
- ----------------------------
On January 17, 1996, the Company acquired Pyramid Communications, Inc.
("Pyramid"), a radio broadcasting company with nine FM and three AM radio
stations in five radio markets (Chicago, Philadelphia, Boston, Charlotte and
Buffalo) (the "Pyramid Acquisition"). The Pyramid Acquisition was effected
through the merger of a wholly-owned subsidiary of the Company with and into
Pyramid with Pyramid surviving the merger as a wholly-owned subsidiary of the
Company. The total purchase price, including closing costs, allocated to net
assets acquired was approximately $316.3 million.
In May 1996, the Company amended its senior credit facility with a group of
commercial banks (the "Senior Credit Facility"), which resulted in reducing the
margin applied to the participating banks' prime rate or Eurodollar rate on
borrowings under the Senior Credit Facility. The Company is actively engaged in
negotiations with certain of the lenders party to the Senior Credit Facility
regarding the establishment of a new, expanded credit facility (the "Financing
Transaction") that would (i) replace the Senior Credit Facility, (ii) provide
the Company with additional borrowing capacity and (iii) fund the financing
requirements of the Pending Transactions as well as other potential
acquisitions.
On May 3, 1996, the Company acquired WKLB-FM in Boston from Fairbanks
Communications, Inc. for $34 million in cash plus various other direct
acquisition costs. The acquisition of WKLB-FM was financed through borrowings of
$33 million under the Senior Credit Facility in addition to $1 million in escrow
funds paid by the Company in October 1995 and funded from working capital. As
discussed below, the Company has agreed with Greater Media Radio, Inc. ("Greater
Media") to exchange WKLB-FM (now known as WROR-FM) for WGAY-FM in Washington,
D.C.
On July 19, 1996, the Company sold WHTT-FM and WHTT-AM in Buffalo to
Mercury Radio Communications, L.P. for $19.5 million in cash, and on August 1,
1996 the Company sold WSJZ-FM in Buffalo to American Radio Systems Corporation
7
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for $12.5 million in cash. The $19.5 million in proceeds from the sale of WHTT-
FM and WHTT-AM were applied toward the purchase price of KYLD-FM in San
Francisco (discussed below), while the $12.5 million in proceeds from the sale
of WSJZ-FM (held in escrow at September 30, 1996) were applied toward the
purchase price of WEDR-FM in Miami (discussed below). The Company also entered
into time brokerage agreements (effective April 15, 1996 for WSJZ-FM and April
25, 1996 for WHTT-FM and WHTT-AM) to sell substantially all of the broadcast
time of these stations pending the completion of the sales. All of these Buffalo
stations had been acquired as part of the Pyramid Acquisition. Accordingly, the
assets of these stations were classified as assets held for sale in connection
with the purchase price allocation of the Pyramid Acquisition, and no gain or
loss was recognized by the Company upon consummation of the sales. WHTT-FM,
WHTT-AM and WSJZ-FM combined net losses of approximately $123,000 have been
excluded from the consolidated statement of operations for the nine months ended
September 30, 1996. Interest costs during the holding period of approximately
$1.2 million as of September 30, 1996 have been allocated to the purchase price
of the stations.
On August 14, 1996, the Company acquired KYLD-FM in San Francisco from
Crescent Communications, L.P. for $44.0 million in cash plus various other
direct acquisition costs. The Company had previously been operating KYLD-FM
under a time brokerage agreement since May 1, 1996. The acquisition of KYLD-FM
was financed through the proceeds of $19.5 million from the sale of WHTT-FM and
WHTT-AM in Buffalo (discussed above), as well as through borrowings of $24.5
million under the Senior Credit Facility (of which $5 million was borrowed by
the Company and paid as escrow funds in April 1996).
On October 17, 1996, the Company completed a secondary public offering of
9,000,000 shares of its Class A Common Stock (the "1996 Offering"). The net
proceeds of approximately $256.0 million were used to reduce borrowings under
the New Revolving Loan portion of the Senior Credit Facility.
On October 18, 1996, the Company acquired WEDR-FM in Miami from an
affiliate of The Rivers Group for $65 million in cash plus various other direct
acquisition costs. The acquisition of WEDR-FM was financed through proceeds of
$12.5 million from the sale of WSJZ-FM in Buffalo (discussed above), as well as
through borrowings of $52.5 million under the Senior Credit Facility (of which
$3 million was borrowed by the Company and paid as escrow funds in June 1996 and
is held in escrow at September 30, 1996).
Pending Transactions
- -------------------------
On June 13, 1996, the Company entered an asset exchange agreement with
Greater Media under which the Company will exchange WKLB-FM in Boston for WGAY-
FM in Washington, D.C. After also initially agreeing to purchase from Greater
Media WWRC-AM in Washington, D.C. for $22.5 million in cash, the Company has
subsequently agreed with Greater Media to exchange WQRS-FM in Detroit (which, as
discussed below, the Company has agreed to acquire from Secret Communications,
L.P. ("Secret") for $32.0 million in cash) for WWRC-AM and $9.5 million in cash.
The Company has been operating WGAY-FM and WWRC-AM under time brokerage
agreements with Greater Media, and Greater Media has been operating WKLB-FM
under a time brokerage agreement with the Company, in
8
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each case since June 17, 1996. The acquisition of WWRC-AM, expected to close in
the first quarter of 1997, will be financed through borrowings of $22.5 million
under the Senior Credit Facility. The Company expects that the exchange of WKLB-
FM for WGAY-FM will be completed in the fourth quarter of 1996 and that the
exchange of WQRS-FM for WWRC-AM will be completed in the first quarter of 1997.
The Company retains the right to acquire WWRC-AM from Greater Media under the
original contract irrespective of whether the acquisition of WQRS-FM from Secret
is consummated.
On July 15, 1996, the Company entered into an agreement with Century
Chicago Broadcasting, L.P. to acquire WPNT-FM in Chicago for $73.8 million in
cash. Consummation of the acquisition of WPNT-FM would result in the Company's
ownership of six FM radio stations in the Chicago market, or one station in
excess of the maximum number of FM stations under common ownership in a market
of Chicago's size established by the recent passage of the Telecommunications
Act of 1996 (the "1996 Act). Accordingly, under the terms of the contract to
purchase WPNT-FM, the Company has agreed to dispose of one FM station in Chicago
on or prior to March 15, 1997. On September 27, 1996, the Company filed an
application with the FCC to transfer one of the Chicago FM stations currently
owned by the Company - WEJM-FM - to a trust through which the Company would
retain the economic interest in WEJM-FM, but no control, pending the sale of the
station by the trust. The Company reserves the right to sell WEJM-FM or any of
its other Chicago FM stations to an unrelated third party prior to (and instead
of) transferring WEJM-FM to the trust. The acquisition of WPNT-FM, expected to
close in the first quarter of 1997, will be financed through borrowings of $73.3
million under the Senior Credit Facility (of which $5.0 million was borrowed by
the Company and is held in escrow at September 30, 1996) and $500,000 funded
from working capital and held in escrow at September 30, 1996.
On August 12, 1996, the Company entered into an agreement with Secret to
acquire WMXD-FM and WJLB-FM in Detroit for $168.0 million in cash and WFLN-FM in
Philadelphia for $37.8 million. The Company also entered into an agreement to
operate WMXD-FM and WJLB-FM under time brokerage agreements effective September
1, 1996. The Company entered into a separate agreement with Chancellor
Broadcasting Company ("Chancellor") on August 12, 1996 to acquire WWWW-FM and
WDFN-AM in Detroit for $30.0 million in cash. Prior to entering into this
agreement, the Company had provided certain sales and promotional functions to
WWWW-FM and WDFN-AM under a joint sales agreement since February 14, 1996 and,
has subsequently operated the stations under a time brokerage agreement since
April 1, 1996. The purchase agreement replaced a put and call arrangement
regarding the stations that had been in place between the Company and Chancellor
since January 9, 1996. The Company also entered into a separate agreement with
Secret on August 12, 1996 to acquire WQRS-FM in Detroit for $32 million in cash.
As discussed above, the Company will swap WQRS-FM at closing to Greater Media
for WWRC-AM in Washington and $9.5 million in cash. In connection with its
review under the HSR Act, on October 30, 1996, the Department of Justice ("DOJ")
requested additional information concerning the Secret and Chancellor
Transactions. The Company is in the process of providing that information at
this time. The Company believes that the Secret and Chancellor Transactions do
not violate applicable antitrust laws. The Company anticipates closing both
transactions during the first quarter of 1997, although there can be no
assurance that this will be the case. These transactions will be financed
through borrowings of $234.3 million under the Senior Credit Facility and $1.5
million funded from working capital and held in escrow at September 30, 1996.
9
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On September 4, 1996, the Company entered into a binding letter of intent
with EZ Communications, Inc. ("EZ") to swap five of the Company's six stations
in the Charlotte market (WPEG-FM, WBAV-AM, WBAV-FM, WRFX-FM and WFNZ-AM), which
were acquired as part of the Pyramid Acquisition and the BPI Acquisition, for
WIOQ-FM and WUSL-FM in Philadelphia. As part of this transaction, the Company
has also agreed to sell to EZ its sixth radio station in Charlotte, WNKS-FM, for
$10.0 million in cash (the exchange and the sale being referred to herein as the
"Philadelphia/Charlotte Transaction"). The consummation of the sale of WNKS-FM
is contingent on consummation of the exchange of the Company's five other
Charlotte stations for EZ's two Philadelphia stations, but consummation of the
exchange is not contingent on consummation of the sale. The consummation of the
Philadelphia/Charlotte Transaction would result in EZ's ownership of stations in
excess of the maximum number of stations under common ownership in a market of
Charlotte's size established by the 1996 Act. Accordingly, EZ has agreed with a
third party to dispose of certain of its Charlotte FM stations in order to
consummate the exchange with the Company. The Philadelphia/Charlotte Transaction
is expected to be completed in the first quarter of 1997.
On September 19, 1996, the Company entered into an agreement with The Brown
Organization to acquire KKSF-FM, KDFC-FM and KDFC-AM in San Francisco for $115.0
million in cash (the "San Francisco Transaction"). The Company also entered into
an agreement on September 19, 1996 to operate the stations under a time
brokerage agreement effective November 1, 1996. KDFC-AM is currently operated
by a third party under a time brokerage agreement, and the Company expects this
arrangement to continue after consummation of the San Francisco Transaction. The
San Francisco Transaction, expected to be completed in the first quarter of
1997, will be financed through borrowings of $115.0 million under the Senior
Credit Facility (of which $10.0 million was borrowed by the Company and is held
in escrow at September 30, 1996).
On September 19, 1996, the Company entered into an agreement with Beasley
FM Acquisition Corp. and certain of its affiliates to acquire WDAS-FM and WDAS-
AM in Philadelphia for $103.0 million in cash (the "WDAS-FM/AM Transaction"). In
connection with the WDAS-FM/AM Transaction, the Company issued a $5.0 million
letter of credit for the benefit of the seller. Consummation of the WDAS-FM/AM
Transaction, the Philadelphia/Charlotte Transaction and the acquisition of WFLN-
FM from Secret would result in the Company's ownership of six FM radio stations
in the Philadelphia market, or one station in excess of the maximum number of FM
stations under common ownership in a market of Philadelphia's size established
by the 1996 Act. Accordingly, in order to comply with the FCC's multiple
ownership rules, the Company filed on October 10, 1996 an application with the
FCC to transfer one of the Philadelphia FM stations to be acquired (WFLN-FM) to
a trust through which the Company would retain the economic interest in the
station, but no control, pending sale of the station by the trust. The Company
reserves the right to sell WFLN-FM or any of its other Philadelphia FM stations
to an unrelated third party prior to (and instead of) transferring WFLN-FM to
the trust. The contract relating to the WDAS-FM/AM Transaction requires that the
disposition or transfer of one of the Company's Philadelphia FM stations occur
by May 1, 1997. The WDAS-FM/AM Transaction, expected to be completed in the
first quarter of 1997, will be financed through borrowings of $103.0 million
under the Senior Credit Facility.
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Consummation of each Pending Transaction is subject to various conditions,
including approval from the FCC and review under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"). The Company believes that
FCC approval of the 1996 Pending Transactions will be forthcoming in the
ordinary course, but there can be no assurance that this will be the case.
Escrow funds of $32.5 million paid by the Company in connection with the
Pending Transactions have been classified as other assets in the accompanying
balance sheet.
Summary of Net Assets Acquired
- ------------------------------
The BPI Acquisition, the Pyramid Acquisition and the acquisitions of WKLB-
FM in Boston and KYLD-FM in San Francisco discussed above were accounted for as
purchases. Accordingly, the accompanying consolidated financial statements
include the results of operations of the acquired entities from the dates of
acquisition.
A summary of the net assets acquired follows:
<TABLE>
<CAPTION>
Year Ended Nine Months Ended
December 31, September 30,
1995 1996
------------- ------------------
<S> <C> <C>
Working capital, including
cash of $492 in 1995 and
$1,011 in 1996 $ 12,012 $ 11,218
Assets held for sale - 32,000
Property and equipment 11,684 10,513
Intangible assets 264,650 401,830
Deferred tax liability (29,712) ( 61,218)
-------- ---------
$258,634 $ 394,343
======== =========
</TABLE>
The consolidated condensed results of operations data for the nine months ended
September 30, 1995 and 1996, as if the BPI Acquisition, the 1995 Offering, the
Pyramid Acquisition and the KYLD-FM Acquisition, had occurred at January 1,
1995, follows:
<TABLE>
<CAPTION>
Nine Months Ended
September 30, September 30,
1995 1996
------------- -------------
<S> <C> <C>
Net revenues $ 181,046 $ 199,555
Operating income (loss) ( 3,571) 6,504
Net loss ( 14,223) ( 4,895)
Net loss per common share $( 0.64) $( 0.30)
</TABLE>
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The above pro forma results of operations are presented pursuant to
applicable accounting rules relating to business acquisitions and are not
necessarily indicative of the actual results that would have been achieved had
these transactions occurred at the beginning of 1995, nor are they indicative of
future results of operations.
3. Contingencies
-------------
The Company is involved in several lawsuits that are incidental to its
business. A discussion of certain of these lawsuits is contained in Part II,
Item 1, "Legal Proceedings", of this Form 10-Q. The Company believes that the
ultimate resolution of the lawsuits will not have a material effect on its
financial position or results of operations.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
-------------------------------------------------
GENERAL
- --------
The performance of a radio station group is customarily measured by its
ability to generate broadcast cash flow. The two components of broadcast cash
flow are gross revenues (net of agency commissions) and operating expenses
(excluding depreciation and amortization and corporate general and
administrative expense). The primary source of revenues is the sale of
broadcasting time for advertising. The Company's most significant operating
expenses for purposes of the computation of broadcast cash flow are employee
salaries and commissions, programming expenses, and advertising and promotion
expenses. The Company strives to control these expenses by working closely with
local station management. The Company's revenues vary throughout the year. As
is typical in the radio broadcasting industry, the Company's first calendar
quarter generally produces the lowest revenues, and the fourth quarter generally
produces the highest revenues.
Data on broadcast cash flow, although not calculated in accordance with
generally accepted accounting principles, is widely used in the broadcast
industry as a measure of a company's operating performance. Nevertheless, this
measure should not be considered in isolation or as a substitute for operating
income, cash flows from operating activities or any other measure for
determining the Company's operating performance or liquidity that is calculated
in accordance with generally accepted accounting principles. Broadcast cash
flow does not take into account the Company's debt service requirements and
other commitments and, accordingly, broadcast cash flow is not necessarily
indicative of amounts that may be available for dividends, reinvestment in the
Company's business or other discretionary uses.
COMPARISON OF THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996, TO THREE AND NINE
MONTHS ENDED SEPTEMBER 30, 1995
Results of operations for the three and nine months ended September 30,
1996 are not comparable to results of operations for the same periods in 1995
due to the impact of the various station acquisitions and dispositions, time
brokerage agreements and financings discussed in Note 2 of the unaudited
condensed financial statements included elsewhere in this Form 10-Q.
Furthermore, the results of operations for the remainder of 1996 will be
affected by the aforementioned transactions.
Net revenues for the nine months ended September 30, 1996 increased 78.1%
to $205.1 million compared to $115.2 million for the nine months ended September
1995. Net revenues for the three months ended September 30, 1996 increased
64.9% to $78.8 million compared to $47.8 million for the third quarter of 1995.
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Station operating expenses excluding depreciation and amortization for the
nine months ended September 30, 1996 increased 81.0% to $126.4 million compared
to $69.9 million for the nine months ended September 30, 1995. Station
operating expenses excluding depreciation and amortization for the three months
ended September 30, 1996 increased 63.5% to $46.1 million compared to $28.2
million for the third quarter of 1995.
Station operating income excluding depreciation and amortization and
corporate, general and administrative expense (broadcast cash flow) for the nine
months ended September 30, 1996 increased 73.6% to $78.7 million compared to
$45.3 million for the nine months ended September 30, 1995. Broadcast cash flow
for the three months ended September 30, 1996 increased 66.8% to $32.6 million
compared to $19.6 million for the third quarter of 1995.
The increase in net revenues, station operating expenses, and broadcast
cash flow for the three and nine months ended September 30, 1996 was primarily
attributable to the impact of the various station acquisitions, dispositions and
time brokerage agreements discussed above, in addition to the overall net
operational improvements realized by the Company's radio stations.
Depreciation and amortization for the nine months ended September 30, 1996
increased 97.1% to $65.1 million compared to $33.1 million for the same period
in 1995. Depreciation and amortization for the three months ended September 30,
1996 increased 27.9% to $21.1 million compared to $16.5 million for the third
quarter of 1995. The increase represents additional depreciation and
amortization expenses due to the impact of recent acquisitions, offset by
decreases due to certain intangibles which became fully amortized in 1995 and
1996.
Corporate general and administrative expenses for the nine months ended
September 30, 1996 increased 82.8% to $5.3 million compared to $2.9 million for
the same period in 1995. Corporate general and administrative expenses for the
three months ended September 30, 1996 increased 74.8% to $2.2 million compared
to $1.2 million for the third quarter of 1995. The increase is due to the
growth of the Company primarily related to recent acquisitions.
As a result of the above factors, the Company realized $8.2 million of
operating income for the nine months ended September 30, 1996 compared to $9.3
million for the third quarter of 1995. The Company realized $9.4 million of
operating income for the three months ended September 30, 1996 compared to $1.8
million for the third quarter of 1995.
Interest expense for the nine months ended September 30, 1996 increased
103.6% to $29.2 million compared to $14.3 million for the same period in 1995.
Interest expense for the three months ended September 30, 1995 increased 100.2%
to $10.2 million compared to $5.1 million for the third quarter of 1995. The net
increase in interest expense was primarily due to additional bank borrowings
required to finance the acquisitions of BPI, Pyramid, WKLB-FM and KYLD-FM offset
by repayment of borrowings from the net proceed of the 1995 Offering and an
overall decrease in the Company's borrowing rates.
The income tax benefit for the nine and three months ended September 30,
1996 is comprised of current federal and state tax expense and a deferred
federal income tax benefit.
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The net loss attributable to common stockholders for the nine months ended
September 30, 1996 was $20.9 million compared to a $8.4 million net loss for the
same period in 1995. The increase in net loss attributable to common
stockholders for the nine months ended September 30, 1996 was primarily due to
the increase in depreciation and amortization expense and interest expense
related to recent acquisitions. The net loss attributable to common stockholders
for the three months ended September 30, 1996 was $2.0 million compared to a
$3.6 million net loss for the third quarter of 1995.
The loss per common share for the nine months ended September 30, 1996 was
$(0.74) compared to a $(0.46) loss per common share for the same period in 1995.
The loss per common share for the three months ended September 30, 1996 was
$(0.07) compared to a $(0.14) loss per common share for the third quarter of
1995. The increase in the net loss per common share for the nine months ended
September 30, 1996 is a result of the above mentioned factors.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Overview
--------
The Company historically has generated sufficient cash flow from operations
to finance its existing operational requirements, debt service requirements and
preferred stock dividends, and the Company anticipates that this will continue
to be the case.
On October 17, 1996, the Company completed a secondary public offering of
9,000,000 shares of its Class A Common Stock ("1996 Offering") at a public
offering price of $30.625 per share. The net proceeds of approximately $256.0
million were used to reduce borrowings under the New Revolving Loan portion of
the Senior Credit Facility.
The total cash financing required to consummate the Pending Transactions
(as discussed in Note 2 to the unaudited condensed financial statements included
in this Form 10-Q) is expected to be $550.0 million. Of this amount,
approximately $17.0 million has already been advanced by the Company to various
sellers in the form of escrow deposits or other upfront payments. In addition,
the Company expects to receive $10.0 million in cash from the sale of WNKS-FM to
EZ. Accordingly, the Company will require $523.0 million in additional
financing to consummate the 1996 Pending Transactions, of which at October 31,
1996 approximately $267.0 million would have been available to the Company under
the Company's $625.0 million Senior Credit Facility, after giving effect to the
application of the net proceeds of the 1996 Offering on October 17, 1996 to
repay borrowings thereunder and the reduction of available borrowings resulting
from the issuance of a $5.0 million letter of credit in connection with the
WDAS-FM/AM Transaction.
The Company is actively engaged in negotiations with certain of the lenders
party to the Senior Credit Facility regarding the establishment of a new,
expanded credit facility (the "Financing Transaction") that would (i)
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replace the Senior Credit Facility, (ii) provide the Company with additional
borrowing capacity and (iii) fund the financing requirements of the Pending
Transactions as well as other potential acquisitions. In the event that the
Financing Transaction is not consummated, the Company will need to consider
sales of assets or pursue other sources of debt or equity capital in order to
consummate the Pending Transactions, and the Company may pursue these possible
sources in any event. There can be no assurance that the Company will be
successful in establishing an expanded credit facility, or that alternative
sources of funding will be available on acceptable terms.
The Senior Credit Facility
--------------------------
In connection with the Pyramid Acquisition, the Company amended and
restated the Senior Credit Facility. Under the amended agreement, dated January
17, 1996, the $150.0 million Term Loan and the $ 200.0 million Revolving Loan
remained in place, and the Company also established an additional revolving
facility of up to $275.0 million (the "New Revolving Loan"). At September 30,
1996, the Company had drawn $150.0 million of the Term Loan, $199.0 million of
the Revolving Loan, and $223.5 million of the New Revolving Loan. The Company's
ability to make additional borrowings under the New Revolving Loan is subject to
compliance with certain financial ratios and other conditions set forth in the
Senior Credit Facility. Substantially all of the assets of the Company and its
subsidiaries are pledged to secure performance of the Company's obligations
under the Senior Credit Facility.
Borrowings under the Senior Credit Facility bear interest at a rate based,
at the option of the Company, on the participating banks' prime rate or
Eurodollar rate, plus an incremental rate. Without giving effect to the interest
rate swap and cap agreements described in the following paragraph, the interest
rate on the $150.0 million outstanding under the Term Loan at September 30, 1996
was 7.25% on a blended basis, based on Eurodollar rates, and the interest rates
on $185.0 million and $14.0 million of advances outstanding under the Revolving
Loan were 7.26% and 8.875% at September 30, 1996, based on the Eurodollar and
prime rates, respectively. The interest rate on the $223.5 million outstanding
under the New Revolving Loan at September 30, 1996 was 7.23% on a blended basis,
based on Eurodollar rates.
As required by the terms of the Senior Credit Facility, the Company has
entered into interest rate swap agreements with certain of the participating
banks under the Senior Credit Facility. These swap agreements have the effect
of reducing the impact of changes in interest rates on the Company's floating
rate debt under the Senior Credit Facility. At September 30, 1996, interest rate
swap agreements covering a notional balance of $325.0 million were outstanding.
These outstanding swap agreements mature during 1996 and 1997 and require the
Company to pay a fixed rate of 4.96% - 6.38% while the counterparty pays a
floating rate based on the six-month London Interbank Borrowing Offered Rate
("LIBOR") plus an incremental rate. In addition to these swap agreements, and in
connection with the BPI Acquisition, the Company assumed interest rate cap
agreements covering a notional balance of $35.0 million. These outstanding
interest rate cap agreements provide fixed rates ranging from 6.0% to 8.0% and
mature during 1996 and 1997. During the nine months ended September 30, 1995 and
1996, the Company recognized charges
16
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(income) under its interest rate swap and cap agreements of ($272,000) and
$21,461, respectively. Because the interest rate swap and cap agreements are
with banks that are lenders under the Senior Credit Facility, the Company is not
exposed to credit loss.
The Term Loan is payable in quarterly installments beginning March 31, 1997
and ending June 30, 2002, while availability under the Revolving Loan reduces
quarterly commencing March 31, 1997 and ending June 30, 2002. Availability under
the New Revolving Loan reduces quarterly beginning March 31, 1998 and ending
December 31, 2002.
In May 1996, the Company amended the Senior Credit Facility which resulted
in reducing the margin applied to the participating banks' prime rate or
Eurodollar rate on borrowings under the Senior Credit Facility.
Senior Notes
------------
The Company's Senior Notes due 1999 (the "Senior Notes") were originally
issued by the Company in 1989. The Senior Notes bear interest at a fixed rate of
11.6% per annum. Amortization of the Senior Notes began August 1, 1994 and is
payable in equal quarterly installments of $1.0 million through May 1, 1999. The
Senior Notes are equally and ratably secured by the same collateral package
securing the Senior Credit Facility, and the Senior Notes and the Senior Credit
Facility rank equal in right of payment with each other. At September 30, 1996,
$11.0 million in principal amount of the Senior Notes was outstanding.
Forward Looking Statements
--------------------------
When used in the preceding and following discussion, the words "expects,"
"anticipates" and similar expressions are intended to identify forward looking
statements. Such statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those expressed in any of
the forward looking statements. Such risks and uncertainties include, but are
not limited to, industrywide market factors and regulatory developments
affecting the Company's operations and the acquisitions and dispositions of
broadcast properties described elsewhere herein.
17
<PAGE>
PART II
ITEM 1. - LEGAL PROCEEDINGS
- ------- -----------------
In August 1993, the Company terminated an agreement with Sagittarius
Broadcasting Company (an affiliate of Infinity Broadcasting Corporation) and One
Twelve, Inc. (collectively, the "Claimants" or the "Plaintiffs") pursuant to
which programming featuring radio personality Howard Stern was broadcast on
radio station WLUP-AM (now WMVP-AM) in Chicago. The Claimants allege that
termination of the agreement was wrongful and have sued the Company in the
Supreme Court of the State of New York, County of New York. The agreement
required payments to the Claimants in the amount of $2.6 million, plus five
percent of advertising revenues generated by the programming over the three year
term of the agreement. A total of approximately $680,000 was paid to the
Claimants pursuant to the agreement prior to termination. Claimants' original
complaint alleged claims for breach of contract, indemnification, breach of
fiduciary duty and fraud. Plaintiffs' aggregate prayer for relief in the
original complaint totaled $45 million. On July 12, 1994, the Court granted the
Company's motion to dismiss Plaintiffs' claims for fraud and breach of fiduciary
duty. On June 6, 1995, the Court denied the Plaintiffs' motion for summary
judgment on their contract and indemnification claims and this order has been
affirmed on appeal. On May 17, 1996, after the close of discovery, the Company
filed a motion for summary judgment seeking the dismissal of the remaining
claims in the original complaint. Plaintiffs have opposed the Company's summary
judgment motion. On July 1, 1996, Plaintiffs moved for leave to amend their
complaint in order to add claims for breach of the covenant of good faith and
fair dealing, tortious interference with business advantage and prima facia
tort. In the proposed amended complaint, Plaintiffs seek compensatory and
punitive damages in excess of $25 million. The Company has opposed Plaintiffs'
motion for leave to amend. The Court has not yet ruled on the Company's motion
for summary judgment or decided whether to permit Plaintiffs to so amend their
complaint. The Company believes that it acted within its rights in terminating
the agreement.
The Company is also involved in various other claims and lawsuits which are
generally incidental to its business. The Company is vigorously contesting all
such matters and believes that their ultimate resolution, as well as the matter
discussed in the preceding paragraph, will not have a material adverse effect on
its consolidated financial position or results of operations.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit
No. Description of Exhibit
- ------- ----------------------
(a) 2.1 Purchase Agreement, dated as of February 3, 1993, among The Rusk
Corporation, 511 Lovett Venture and Evergreen Media Corporation
of Houston (see table of contents for list of omitted exhibits).
(a) 2.2 Purchase Agreement by and between Metroplex Communications, Inc.
and Evergreen Media Corporation of Jacksonville (see table of
contents for list of omitted exhibits).
(a) 2.2A Second Amendment to Purchase Agreement, dated April 29, 1993, by
and between Metroplex Communications, Inc. and Evergreen Media
Corporation of North Florida.
(a) 2.3 Purchase Agreement, dated as of October 16, 1992, by and between
Evergreen Media Corporation of Washington, D.C. and WPNT, Inc.
(see table of contents for list of omitted exhibits).
(a) 2.3A Amendment to Purchase Agreement, dated April 29, 1993, by and between
Evergreen Media Corporation of Washington, D.C. and WPNT, Inc.
(b) 2.4 Asset Purchase Agreement by and between Major Broadcasting of Chicago,
Inc. and Evergreen Media Corporation of Illinois dated as of June 30,
1993 (see table of contents for list of omitted exhibits and
schedules).
(b) 2.5 Purchase Agreement by and among Evergreen Media Corporation of Dallas,
the Company and Armadillo Broadcasting, L.P. dated as of June 18, 1993
(see table of contents for list of omitted schedules).
(c) 2.6 Purchase Agreement by and among Evergreen Media Corporation of
Washington, D.C., KASP License Corp., WKBQ License Corp. and Zimco,
Inc. (see table of contents for list of omitted exhibits and
schedules).
(d) 2.7 Asset Purchase Agreement, dated November 19, 1993, by and among Hirsch
Holdings of Cleveland, Inc. Evergreen Media Corporation of North
Florida and Evergreen Media Corporation of Jacksonville (see table of
contents for list of omitted exhibits and schedules).
(e) 2.8 Asset Purchase Agreement, dated as of December 10, 1993, by and
between Bay Broadcasting Corporation and Evergreen Media Corporation
of Jacksonville (see table of contents for list of omitted exhibits
and schedules).
(f) 2.9 Plan of Reorganization and Merger by and between Evergreen Media
Corporation and Broadcasting Partners, Inc., dated as of January 31,
1995, as amended, including the Form of Registration Rights Agreement
19
<PAGE>
among MLGA Fund I, L.P., MLGA Fund II, L.P., MLGA/BPI Partners I,
L.P., MLGAL Partners, Limited Partnership and Evergreen Media
Corporation (see table of contents for a list of omitted schedules).
(g) 2.9A Agreement dated as of January 31, 1995 among Evergreen Media
Corporation, Broadcasting Partners, Inc., the holders of the shares of
capital stock of Broadcasting Partners, Inc. and Scott K. Ginsburg,
holder of shares of capital stock of Evergreen Media Corporation.
(f) 2.10 Plan and Agreement of Merger among Evergreen Media Partners
Corporation, Evergreen Media Corporation and Broadcasting Partners,
Inc., dated as of April 12, 1995.
(h) 2.11 Agreement and Plan of Merger by and among Pyramid Communications,
Inc., Evergreen Media Corporation and Evergreen Media/Pyramid
Corporation dated as of July 14, 1995 (see table of contents for list
of omitted exhibits and schedules).
(i) 2.11A Amendment to Plan and Agreement of Merger by and among Pyramid
Communications, Inc., Evergreen Media Corporation and Evergreen
Media/Pyramid Corporation dated September 7, 1995.
(i) 2.11B Amendment to Plan and Agreement of Merger by and among Pyramid
Communications, Inc., Evergreen Media Corporation and Evergreen
Media/Pyramid Corporation dated January 11, 1996.
(j) 2.12 Purchase Agreement between Fairbanks Communications, Inc. and
Evergreen Media Corporation dated October 12, 1995 (see table of
contents for list of omitted exhibits and schedules).
(n) 2.13 Option Agreement dated as of January 9, 1996 between Chancellor
Broadcasting Company and Evergreen Media Corporation (including Form
of Advertising Brokerage Agreement and Form of Asset Purchase
Agreement).
(o) 2.14 Asset Purchase Agreement dated April 4, 1996 between American Radio
Systems Corporation and Evergreen Media Corporation of Buffalo (see
table of contents for list of omitted exhibits and schedules).
(o) 2.15 Asset Purchase Agreement dated April 11, 1996 between Mercury Radio
Communications, L.P. and Evergreen Media Corporation of Los Angeles,
Evergreen Media/Pyramid Holdings Corporation, WHTT (AM) License Corp.
and WHTT (FM) License Corp (see table of contents for list of omitted
exhibits and schedules).
(o) 2.16 Asset Purchase Agreement dated April 19, 1996 between Crescent
Communications L.P. and Evergreen Media Corporation of Los Angeles
(see table of contents for list of omitted exhibits and schedules).
(p) 2.17 Asset Purchase Agreement dated June 13, 1996 between Evergreen Media
Corporation of Los Angeles and Greater Washington Radio, Inc. (see
table of contents for list of omitted exhibits and schedules).
20
<PAGE>
(p) 2.18 Asset Exchange Agreement dated June 13, 1996 among Evergreen Media
Corporation of Los Angeles, Evergreen Media Corporation of the Bay
State, WKLB License Corp., Greater Media Radio, Inc. and Greater
Washington Radio, Inc. (see table of contents for list of omitted
exhibits and schedules).
(p) 2.19 Purchase Agreement dated June 27, 1996 between WEDR, Inc., Seller and
Evergreen Media Corporation of Los Angeles, Buyer. (See table of
contents for list of omitted schedules)
(p) 2.20 Time Brokerage Agreement dated July 10, 1996 by and between Evergreen
Media Corporation of Detroit, as Licensee, and Kidstar Interactive
Media Incorporated, as Time Broker.
(p) 2.21 Asset Purchase Agreement dated July 15, 1996 by and among Century
Chicago Broadcasting L.P., an Illinois limited partnership,
("Seller"), Century Broadcasting Corporation, a Delaware Corporation
("Century"), Evergreen Media Corporation of Los Angeles, a Delaware
Corporation ("Parent"), and Evergreen Media Corporation of Chicago, a
Delaware Corporation ("Buyer").
(p) 2.22 Asset Purchase Agreement dated August 12, 1996 by and among
Chancellor Broadcasting Company, Shamrock Broadcasting, Inc. and
Evergreen Media Corporation of the Great Lakes.
(p) 2.23 Asset Purchase Agreement dated as of August 12, 1996 between Secret
Communications Limited Partnership and Evergreen Media Corporation of
Los Angeles (WQRS-FM). (See table of contents for list of omitted
exhibits and schedules)
(p) 2.24 Asset Purchase Agreement dated as of August 12, 1996 between Secret
Communications Limited Partnership and Evergreen Media Corporation of
Los Angeles. (See table of contents for list of omitted schedules)
(q) 2.25 Letter of intent dated August 27, 1996 between EZ Communications, Inc.
and Evergreen Media Corporation.
(q) 2.26 Asset Purchase Agreement dated September 19, 1996 between Beasley-FM
Acquisition Corp., WDAS License Limited Partnership and Evergreen
Media Corporation of Los Angeles.
(q) 2.27 Asset Purchase Agreement dated September 19, 1996 between The Brown
Organization and Evergreen Media Corporation of Los Angeles.
(a) 3.1A Restated Certificate of Incorporation of Evergreen Media Corporation,
dated November 6, 1992.
(k) 3.1B Certificate of Amendment of Restated Certificate of Incorporation of
Evergreen Media Corporation.
(a) 3.2 Restated Bylaws of Evergreen Media Corporation.
21
<PAGE>
(a) 3.3 Certificate of Designation, Preferences, and Relative Rights
Qualifications, Limitations and Restrictions of the Series A Preferred
Stock of Evergreen Media Corporation.
(a) 3.4 Certificate of Designation relating to the Company's Series 1 13 3/4%
Junior Exchangeable Preferred Stock.
(a) 3.5 Certificate of Designation relating to the Company's Series 2 13 3/4%
Junior Exchangeable Preferred Stock.
(k) 3.6 Certificate of Designation relating to the Company's Convertible
Exchangeable Preferred Stock.
(a) 4.1 Specimen Class A Common Stock certificate.
(k) 4.1A Specimen Convertible Preferred Stock certificate.
(k) 4.1B Form of Indenture between the Company and the Bank of New York,as
Trustee, relating to the Company's Exchange Debentures that may be
issued in exchange for shares of the Convertible Preferred Stock.
(a) 4.2 Senior Secured Credit Facilities for Evergreen Media Corporation of
Los Angeles (the "Borrower") from Various Lending Institutions (the
"Banks"), Some of Which are also Acting as Co-Agents (the "Co-Agents")
with Toronto Dominion (Texas), Inc. (the "Agent"), as Agent for the
Co-Agents and the Banks, dated as of November 6,1992, together with
the form of Assignment of Partnership Interests attached thereto as
Exhibit A, the form of Assignment of Rights by General Partner
attached thereto as Exhibit B, the form of Borrowers Pledge Agreement
attached thereto as Exhibit C, and the forms of other collateral
documents attached thereto as Exhibits D through U.
(a) 4.2A Waiver and Consent, dated March 31, 1993, between Evergreen Media
Corporation of Los Angeles and the Toronto-Dominion Bank, the Bank of
New York, Bank of Montreal, The First National Bank of Boston, Nations
Bank of Texas, N.A., Fleet Bank of Massachusetts, N.A., ABN AMRO Bank
N.V., Society National Bank, Banque Paribas, and Toronto Dominion
(Texas), Inc.
(d) 4.2B First Amendment to Loan Agreement, dated June 25, 1993, between the
Company, the Banks, the Co-Agents and the Agent.
(d) 4.2C Second Amendment to Loan Agreement and other Loan Agreements, dated
October 27, 1993, between the Company, the Banks, the Co-Agents and
the Agent.
(a) 4.3 Amended and Restated Note Purchase Agreement, dated November 1992,
between Evergreen Media Corporation of Los Angeles and Teachers
Insurance and Annuity Association of America.
(a) 4.3A Waiver and Consent, dated April 15, 1993, between Evergreen Media
Corporation of Los Angeles and Teachers Insurance and Annuity
Association of America.
22
<PAGE>
(d) 4.3B Amendment, Waiver and Consent, dated October 27, 1993, between
Evergreen Media Corporation of Los Angeles and Teachers Insurance and
Annuity Association of America.
(l) 4.3C Amended and Restated Note Purchase Agreement, dated as of November 28,
1994, between Evergreen Media Corporation of Los Angeles and Teachers
Insurance and Annuity Association of America.
(m) 4.3D First Amendment to Amended and Restated Note Purchase Agreement, dated
as of April 12, 1995, between Evergreen Media Corporation of Los
Angeles and Teachers Insurance and Annuity Association of America.
(b) 4.6 Letter Agreement, dated May 7, 1993, by and among Evergreen Media
Corporation, DLJ Merchant Banking Partners, L.P., DLJ International
Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Offshore
Partners, C.V., Lehman Brothers Merchant Banking Portfolio Partnership
L.P., Lehman Brothers Offshore Investment Partnership Japan L.P.,
Lehman Brothers Offshore Investment Partnership L.P. and Shearson
Lehman Brothers Capital Partners II L.P.
(l) 4.7 Loan Agreement dated November 28, 1994 Among Evergreen Media
Corporation of Los Angeles, Various Financial Institutions (the
"Lenders"); the Bank of New York and NationsBank of Texas, N.A., as
Agents and Toronto Dominion (Texas), Inc., as Administrative Agent for
the Lenders together with certain collateral documents attached
thereto as exhibits, including Assignment of Partnership Interests,
Borrowers Pledge Agreement, Parent Company Guaranty, Security
Agreement, Stock Pledge Agreement, Subsidiary Guaranty, Subsidiary
Pledge Agreement and Subsidiary Security Agreement.
(m) 4.7A First Amendment to Loan Agreement, dated April 12, 1995, among
Evergreen Media Corporation of Los Angeles, Various Financial
Institutions (the "Lenders"); the Bank of New York and NationsBank of
Texas, N.A., as Agents and Toronto Dominion (Texas), Inc., as
Administrative Agent for the Lenders.
(i) 4.8 Amended and Restated Loan Agreement dated as of January 17, 1996 among
Evergreen Media Corporation of Los Angeles, the financial institutions
whose names appear as Lenders on the signature pages thereof (the
"Lenders"), The Toronto Dominion Bank, The Bank of New York and
NationsBank of Texas, N.A., as Arranging Agents, The Bank of New York,
as Syndication Agent, NationsBank of Texas, N.A., as Documentation
Agent, and Toronto Dominion (Texas), Inc. as Administrative Agent for
the Lenders together with certain collateral documents attached
thereto as exhibits, including Assignment of Partnership Interests,
Borrower's Pledge Agreement, Parent Company Guarantee, Security
Agreement, Stock Pledge Agreement, Subsidiary Guarantee, Subsidiary
Pledge Agreement and Subsidiary Security Agreement.
(o) 4.8A First Amendment to Loan Agreement, dated May 8, 1996, between the
Company, the Banks, the Co-Agents and the Agent.
23
<PAGE>
(i) 4.9 Amended and Restated Note Purchase Agreement dated as of January 17,
1996 among Evergreen Media Corporation of Los Angeles and Teachers
Insurance and Annuity Association of America.
(a) 10.1 Securities Purchase Agreement, dated November 6, 1992, among DLJ
Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ
Merchant Banking Funding, Inc., DLJ Offshore Partners, C.V., Evergreen
Media Corporation, and Evergreen Media Corporation of Los Angeles.
(a) 10.2 Stockholders Agreement, dated November 6, 1992, among Merchant Banking
Partners, L.P., DLJ International Partners, C.V., DLJ Merchant Banking
Funding, Inc., DLJ Offshore Partners C.V., Evergreen Media
Corporation, and Evergreen Media Corporation.
(b) 10.2A Amendment No. 1 to DLJ Stockholders Agreement dated as of May 10,
1993 among the Company, DLJ Merchant Banking Partners, L.P., DLJ
International Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ
Offshore Partners, C.V. and Scott K. Ginsburg.
(a) 10.3 Registration Rights Agreement, dated as of November 6, 1992 among DLJ
Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ
Merchant Banking Funding, Inc., DLJ Offshore Partners, C.V., and
Evergreen Media Corporation.
(a) 10.4 Warrant Certificate, dated November 6, 1992, certifying that DLJ
Merchant Banking Partners, L.P., or its assigns is entitled to
purchase shares of Class A Common Stock, par value $0.01 per share, of
the Company.
(a) 10.5 Partnership Interest Purchase Agreement, dated November 6, 1992,
between The Sheet Metal Workers' National Pension Fund and Evergreen
Media Corporation.
(a) 10.6 Warrant Agreement, dated November 6, 1992, between The Sheet Metal
Workers' National Pension Fund and Evergreen Media Corporation.
(a) 10.7 Stock Purchase Agreement, dated May 15, 1989, entered into by and
among Evergreen Media Corporation, Shearson Lehman Hutton Merchant
Banking Portfolio Partnership L.P., Shearson Lehman Hutton Offshore
Investment Partnership L.P., Shearson Lehman Hutton Offshore
Investment Partnership Japan L.P., Shearson Lehman Hutton Capital
Partners II L.P., and Mid-America Capital Resources, Inc.
(b) 10.7A Master Agreement, dated as of May 10, 1993, made and entered into
among Scott K. Ginsburg, Lehman Brothers Merchant Banking Portfolio
Partnership, L.P., Lehman Brothers Offshore Investment Partnership,
L.P., Lehman Brothers Offshore Investment Partnership Japan L.P. and
Shearson Lehman Capital Partners II L.P., Mid-America Capital
Resources, Inc., DLJ Merchant Banking Partners, L.P., DLJ
International Partners, C.V., DLJ Merchant Banking Funding, Inc. DLJ
Offshore Partners, C.V., with Exhibits thereto.
(b) 10.7C Amendment No. 1 to 1989 Stock Purchase Agreement dated as of May 17,
1993 by and among the Company, Lehman Brothers Merchant Banking
24
<PAGE>
Portfolio Partnership, L.P., Lehman Brothers Offshore Investment
Partnership, L.P., Lehman Brothers Offshore Investment Partnership
Japan, L.P., Shearson Lehman Brothers Capital Partners, II, L.P.,
Mid America Capital Resources, Inc., and Scott K. Ginsburg.
(a) 10.8 Time Brokerage Agreement, dated October 16, 1992, between Evergreen
Media Corporation of Washington, D.C. and WPNT, Inc.
(a) 10.9 Time Brokerage Agreement, dated May 30, 1992, between Evergreen
Media Corporation of Jacksonville and Metroplex Communications, Inc.
(a) 10.10 Time Brokerage Agreement, dated October 9, 1992, between Evergreen
Media Corporation of Dallas and Armadillo Broadcasting,L.P.
+(a) 10.11 1992 Key Employee Stock Option Plan, dated August 5, 1992.
+(a) 10.12 1993 Key Employee Stock Option Plan, dated March 15, 1993.
+(a) 10.13 Employment Agreement, dated May 1, 1989, by and between Evergreen
Media Corporation and Scott K. Ginsburg, as amended.
+(a) 10.14 Employment Agreement, dated March 1, 1993, by and between
Evergreen Media Corporation of Los Angeles and James de Castro.
+(a) 10.15 Option Agreement, dated March 1, 1993, by and between Evergreen
Media Corporation and James de Castro.
+(a) 10.16 Employment Agreement, dated March 23, 1993, by and between
Evergreen Media Corporation of Los Angeles and Matthew E. Devine.
+(a) 10.17 Option Agreement, dated March 1, 1993, between Evergreen Media
Corporation and Matthew E. Devine.
(a) 10.18 Equipment Lease, dated July 1, 1986, between Statewide Broadcasting
of Dallas, Inc. and Midway Equipment Leasing, Inc.
(a) 10.19 Equipment Lease, dated July 1, 1986, between Statewide Broadcasting
of Duval County, Inc. and Midway Equipment Leasing, Inc.
(b) 10.20 Local Programming and Marketing Agreement by and between Major
Broadcasting of Chicago, Inc. and Evergreen Media Corporation of
Illinois dated as of June 30, 1993 (see table of contents for list
of omitted exhibits and schedules).
(k) 10.21 Letter Agreement, dated October 19, 1993, between the Company and
the Sheet Metal Workers' Union National Pension Fund.
(c) 10.22 Non-Competition Agreement between Evergreen Media Corporation
Illinois, Major Broadcasting of Chicago, Inc., and the other
Covenantors named therein.
(f) 10.23 Evergreen Media Corporation Stock Option Plan for Non-employee
Directors (included as Annex E to the Joint Proxy
Statement/Prospectus)
25
<PAGE>
+(n) 10.24 Employment Agreement dated November 28, 1995 by and between
Evergreen Media Corporation and Matthew E. Devine.
+(n) 10.25 Employment Agreement dated November 28, 1995 by and between
Evergreen Media Corporation and James de Castro.
+(n) 10.26 Employment Agreement dated February 9, 1996 by and between
Evergreen Media Corporation and Kenneth J. O'Keefe.
+(o) 10.27 Employment Agreement, dated April 15, 1996 by and between
Evergreen Media Corporation and Scott K. Ginsburg, as amended.
+(o) 10.28 1995 Stock Option Plan for executive officers and key employees
of Evergreen Media Corporation.
*27 Financial Data Schedule
- ---------------------
*Filed herewith.
+Management contract or compensatory arrangement.
(a) Incorporated by reference to the identically numbered exhibit to the
Company's Registration Statement on Form S-1, as amended (Reg. No. 33-
60036).
(b) Incorporated by reference to the identically numbered exhibit to the
Company's Report on Form 10-Q for the quarterly period ended June 30, 1993
(c) Incorporated by reference to the identically numbered exhibit to the
Company's Report on Form 8-K dated December 27, 1993.
(d) Incorporated by reference to the identically numbered exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended December
1993 (File No. 0-215-70).
(e) Incorporated by reference to the identically numbered exhibit to the
Company's Report on Form 8-K dated April 25, 1994.
(f) Incorporated by reference to the identically numbered exhibit to the
Company's Registration Statement on Form S-4, as amended (Reg. No. 33-
89838).
(g) Incorporated by reference to Exhibit No. 4.8 to the Company's Registration
Statement on Form S-4, as amended (Reg. No. 33-89838).
(h) Incorporated by reference to the identically numbered exhibit to the
Company's Report on Form 8-K dated July 14, 1995.
(i) Incorporated by reference to the identically numbered exhibit to the
Company's Report on Form 8-K dated January 17, 1996.
(j) Incorporated by reference to the identically numbered exhibit to the
Company's Report on Form 10-Q for the quarterly period ending September
26
<PAGE>
30,1995.
(k) Incorporated by reference to the identically numbered exhibit to the
Company's Registration Statement on Form S-1, as amended (Reg. No. 33-
69752).
(l) Incorporated by reference to the identically numbered exhibit to the
Company's Registration Statement on Form S-3, as amended (Reg. No. 33-
85506).
(m) Incorporated by reference to the identically numbered exhibit to the
Company's Report on Form 10-Q for the quarterly period ended March 31,1995.
(n) Incorporated by reference to the identically numbered exhibit to the
Company's Report on Form 10-K for the fiscal year ended December 31, 1995.
(o) Incorporated by reference to the identically numbered exhibit to the
Company's report on Form 10-Q for the quarterly period ending March
31,1996.
(p) Incorporated by reference to the identically numbered exhibit to the
Company's report on Form 10-Q for the quarterly period ended June 30, 1996.
(q) Incorporated by reference to the identically numbered exhibit to the
Company's Registration Statement on Form S-3, as amended (Reg. No. 333-
12453).
(b) Reports on Form 8-K
A report on Form 8-K dated August 23, 1996, was filed by the Company
with the Securities and Exchange Commission on August 23, 1996. It
reported under Item 5 that on June 27, 1996, the Company entered into
an agreement to purchase from WEDR, Inc. the assets used in the
operation of WEDR-FM, 99.1 MHz, Miami, Florida, for a purchase price
of $65 million. The Report on Form 8-K also included (i) Independent
Auditors' Report, (ii) Balance Sheet of WEDR, Inc. at December 31,
1995 and at June 30, 1996 (unaudited), (iii) Statements of Earnings
and Retained Earnings of WEDR, Inc. for the year ended December 31,
1995 and the six months ended June 30, 1995 and 1996, (iv) Statements
of Cash Flows for the year ended December 31, 1995 and the six months
ended June 30, 1995 and 1996, and (v) Notes to Financial Statements.
A report on Form 8-K dated September 3, 1996, was filed by the Company
with the Securities and Exchange Commission on September 3, 1996 and
was amended on Form 8-K/A dated September 3, 1996 and filed with the
Securities and Exchange Commission on September 20, 1996. The report,
as amended, reported the following under Item 5: (i) on August 8, 1996
the Company declared a three-for-two split effected in the form of a
stock dividend payable on August 26, 1996 to shareholders of record at
the close of business on August 19, 1996 and (ii) on May 15, 1996, the
shareholders of the Company amended its Certificate of Incorporation
to increase the authorized shares of the Company from 31,000,000 to
75,000,000. The Report on Form 8-K also provided the following
information: (i) the Company's Consolidated Financial Statements as of
27
<PAGE>
December 31, 1995 and (ii) the Company's Consolidated Financial
Statements as of March 31, 1996 and for the three month period ended
March 31, 1995 and 1996.
A report on Form 8-K dated September 20, 1996 was filed with the
Securities and Exchange Commission on September 20, 1996. It reported
the following under Item 5: (i) On July 15, 1996, the Company entered
into an agreement to purchase from Century Chicago Broadcasting L.P.
the assets used in the operation of WPNT-FM, 100.3 MHz, Chicago,
Illinois, for a purchase price of $73.75 million. The Company also
provided financial information in regard to Century Chicago
Broadcasting, L.P. including (a) Report of Independent Accountants;
(b) Balance Sheets at December 31, 1995 and June 30, 1996 (unaudited);
(C) Statements of Operations and Partners' Deficit for the year ended
December 31, 1995 and for the six months ended June 30, 1995 and 1996
(unaudited); (d) Statements of Cash Flows for the year ended December
31, 1995 and for the six months ended June 30, 1995 and 1996
(unaudited) and (e) Notes to Financial Statements. (ii) On August 12,
1996, the Company entered into an agreement to purchase from Secret
Communications L.P. the assets used in the operation of WJLB-FM, 97.9
MHz and WMXD-FM, 92.3 MHz, Detroit, Michigan, for a purchase price of
$168.0 million. The Company also provided financial information in
regard to WJLB/WMXD, Detroit including (a) Independent Auditors'
Report; (b) Combined Balance Sheets at June 30, 1995 and at June 30,
1996; (c) Combined Statements of Operations for the year ended June
30, 1996 and the eleven months ended June 30, 1995; (d) Combined
Statements of Cash Flows for the year ended June 30, 1996 and the
eleven months ended June 30, 1995 and (e) Notes to Financial
Statements. (iii) On August 14, 1996, the Company acquired the assets
used in the operation of KYLD-FM, 107.7 MHz, San Francisco,
California, from Crescent Communications, L.P. for a purchase price of
$44 million. The Company also provided financial information in regard
to KYLD-FM (A Division of Crescent Communications, L.P.) (a)
Independent Auditors' Report; (b) Balance Sheet at December 31, 1995
and at June 30, 1996 (unaudited); (c) Statements of Operations and
Partners' Deficiency for the year ended December 31, 1995 and the six
months ended June 30, 1995 and 1996 (unaudited); (d) Statements of
Cash Flows for the year ended December 31, 1995 and the six months
ended June 30, 1995 and 1996 (unaudited). (iv) On June 13, 1996, the
Company entered an asset exchange agreement with Greater Media under
which the Company will exchange WKLB-FM for WGAY-FM. After also
initially agreeing to purchase from Greater Media WWRC-AM in
Washington, D.C. for $22.5 million in cash, the Company has
subsequently agreed with Greater Media to exchange WQRS-FM in Detroit
(which, as discussed below, the Company has agreed to acquire from
Secret Communications, L.P. for $32.0 million in cash) for WWRC-AM and
$9.5 million in cash. (v) On June 27, 1996, the Company entered into
an agreement with an affiliate of The Rivers Group to acquire WEDR-FM
in Miami for $65.0 million in cash (including $3.0 million paid by the
Company in escrow). (vi) On July 15, 1996, the Company entered into an
agreement with Century Chicago Broadcasting, L.P. to acquire WPNT-FM
in Chicago for $73.8 million in cash (including $5.0 million already
paid by the Company for an option to purchase the station and $0.5
28
<PAGE>
million paid by the Company in escrow). (vii) On August 12, 1996, the
Company entered into an agreement with Secret Communications, L.P.
("Secret") to acquire WMXD-FM and WJLB-FM in Detroit for $168.0
million in cash and WFLN-FM in Philadelphia for $37.8 million in cash.
(viii) On August 12, 1996, the Company entered into an agreement with
Chancellor Broadcasting Company ("Chancellor") to acquire WWWW-FM and
WDFN-AM in Detroit for $30.0 million in cash (including $1.5 million
paid in escrow by the Company). (ix) On September 4, 1996, the Company
entered into a binding letter of intent with EZ Communications, Inc.
("EZ") to swap five of the Company's six stations in the Charlotte
market (WPEG-FM, WBAV-AM, WBAV-FM, WRFX-FM and WFNZ-AM), which were
acquired as part of the Pyramid Acquisition and the BPI Acquisition,
for WIOQ-FM and WUSL-FM in Philadelphia. As part of this transaction,
the Company has also agreed to sell to EZ its sixth radio station in
Charlotte, WNKS-FM, for $10.0 million in cash (the exchange and the
sale being referred to herein as the "Philadelphia/Charlotte
Transaction"). (x) On September 19, 1996, the Company entered into an
agreement with The Brown Organization to acquire KKSF-FM, KDFC-FM and
KDFC-AM in San Francisco for $115.0 million in cash (including $10.0
million paid by the Company in escrow) (the "San Francisco
Transaction"). (xi) On September 19, 1996, the Company entered into an
agreement with Beasley FM Acquisition Corp. and certain of its
affiliates to acquire WDAS-FM and WDAS-AM in Philadelphia for $103.0
million in cash (the "WDAS-AM/FM Transaction"). (xii) The Company
provided the following pro forma financial information, not otherwise
called for by this form but of importance to securityholders, in
regard to (a) the acquisition (the "BPI Acquisition") of Broadcasting
Partners, Inc. ("BPI") on May 12, 1995, (b) the acquisition (the
"Pyramid Aquisition") of Pyramid Communications, Inc. ("Pyramid") on
January 17, 1996, (c) the acquisition of KYLD-FM and the dispositions
of WHTT-FM/AM and WSJZ-FM in Buffalo ("the Buffalo Dispositions") (the
transactions described in clause (c) are referred to collectively as
the "Other Completed Transactions") and (d) the pending acquisitions
of WWWW-FM/WDFN-AM in Detroit, WWRC-AM in Washington, D.C., WEDR-FM in
Miami, WPNT-FM in Chicago, WJLB-FM/WMXD-FM in Detroit, WFLN-FM in
Philadelphia, WUSL-FM/WIOQ-FM in Philadelphia, WDAS-FM/AM in
Philadelphia and KKSF-FM and KDFC-FM/AM in San Francisco and the
pending dispositions of WPEG-FM, WBAV-FM/AM, WRFX-FM/AM and WNKS-FM in
Charlotte (the transactions described in clause (d) are collectively
referred to as the "Pending Transactions") and reflect the combination
of consolidated historical financial data of the Company, BPI,
Pyramid, KYLD-FM and the stations to be acquired in the Pending
Transactions and elimination of the consolidated historical data of
the stations sold in the Buffalo Dispositions and of the Charlotte
stations being swapped or sold to EZ Communications, Inc. ("EZ") in
the Philadelphia/Charlotte Transaction.
A report on Form 8-K dated September 30, 1996, was filed by the
Company with the Securities and Exchange Commission on September 30,
1996. It reported the following under Item 5: (i) the Company entered
into an agreement to purchase from Beasley-FM Acquisition Corp. the
assets used in the operation of WDAS-AM/FM (station owned and operated
by Beasley FM Acquisition Corp.), 1480 KHz and 105.3 MHz,
Philadelphia, Pennsylvania, for a purchase price of $103 million and
(ii) the Company entered into an agreement to purchase from the Brown
Organization the assets used in the operation of KKSF-FM, 103.7 MHz
and KDFC AM/FM, 1220 KHz and 102.1 MHz, San Francisco, California, for
a purchase price of $115 million. The Report on Form 8-K also provided
the following information in regard to WDAS AM/FM, KKSF-FM and KDFC
AM/FM: (a) Independent Auditor's Report, (b) Balance Sheets at
December 31, 1995 and June 30, 1996 (unaudited), (c) Statements of
Earnings and Station Equity for the year ended December 31, 1995 and
the six months ended June 30, 1995 and 1996 (unaudited), (d)
Statements of Cash Flows for the year ended December 31, 1995 and the
six months ended June 30, 1995 and 1996 (unaudited) and (e) Notes to
Financial Statements.
29
<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.
EVERGREEN MEDIA CORPORATION
---------------------------
(Registrant)
/s/ Matthew E. Devine
---------------------------
Matthew E. Devine
Senior Vice President/
Chief Financial Officer
Dated: November 13, 1996
30
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 9/30/96
CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 4,508
<SECURITIES> 0
<RECEIVABLES> 74,761
<ALLOWANCES> 1,541
<INVENTORY> 0
<CURRENT-ASSETS> 82,318
<PP&E> 72,808
<DEPRECIATION> 24,529
<TOTAL-ASSETS> 979,155
<CURRENT-LIABILITIES> 44,401
<BONDS> 562,625
80,225
0
<COMMON> 281
<OTHER-SE> 203,851
<TOTAL-LIABILITY-AND-EQUITY> 979,155
<SALES> 205,130
<TOTAL-REVENUES> 205,130
<CGS> 29,780
<TOTAL-COSTS> 196,940
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 29,212
<INCOME-PRETAX> (21,022)
<INCOME-TAX> (3,734)
<INCOME-CONTINUING> (17,288)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (20,907)
<EPS-PRIMARY> (0.74)
<EPS-DILUTED> (0.74)
</TABLE>
