UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the six months ended June 30, 1997 Commission File Number 1-13674
Katz Media Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3779269
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
125 West 55th Street, New York, New York 10019
(Address of principal executive offices - Zip Code)
(212) 424-6000
(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 [_]
At August 4, 1997 13,682,523 shares of the Registrant's common stock were
outstanding.
<PAGE>
INDEX
PAGE
----
Item 1 - Financial Statements
- ------
Consolidated Balance Sheets.......................................... 2
Consolidated Statements of Operations................................ 3
Consolidated Statements of Cash Flows................................ 4
Notes to Consolidated Financial Statements........................... 5-6
Item 2 - Management's Discussion and Analysis of
- ------
Financial Condition and Results of Operations................... 7-10
Part II Other Information
-----------------
Item 1 - Legal Proceedings............................................... 10
- ------
Item 4 - Submission Of Matters To A Vote Of Security Holders............. 10
- ------
Item 6 - Exhibits And Reports On Form 8-K................................ 11
- ------
Signatures............................................................... 12
Financial Data Schedule.................................................. 13
1
<PAGE>
<TABLE>
<CAPTION>
KATZ MEDIA GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(000's Omitted, Except Share and Per Share Information)
June 30, December 31,
-------- ------------
1997 1996
---- ----
(Unaudited) (Note)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents...................................................... $ 5,058 $ 5,222
Accounts receivable, net of allowance for doubtful accounts of $1,300 62,825 68,884
Deferred costs on purchases of station representation contracts................ 22,015 21,428
Prepaid expenses and other current assets ..................................... 1,386 1,293
Total current assets.................................................... 91,284 96,827
Fixed assets, net................................................................. 15,711 15,740
Deferred income taxes............................................................. 961 260
Deferred costs on purchases of station representation contracts................... 89,084 74,399
Intangible assets, net ........................................................... 215,000 218,808
Other assets, net ................................................................ 28,924 29,697
Total assets............................................................ $440,964 $ 435,731
Liabilities and Stockholders' Equity Current liabilities:
Accounts payable and accrued liabilities....................................... $ 59,807 $ 46,800
Deferred income on sales of station representation contracts .................. 12,868 14,548
Income taxes payable........................................................... -- 1,811
Total current liabilities............................................... 72,675 63,159
Deferred income on sales of station representation contracts...................... 8,255 4,787
Long-term debt.................................................................... 215,622 217,622
Other liabilities, principally deferred rent and representation contracts payable 46,953 47,184
Commitments and contingencies..................................................... -- --
Stockholders' equity
Preferred stock, $.01 par value, 4,000,000 shares authorized, no
shares issued or outstanding................................................. -- --
Common stock, $.01 par value, 26,000,000 shares authorized, 13,673,700
shares issued................................................................ 137 137
Paid-in-capital................................................................ 129,650 129,649
Carryover basis adjustment..................................................... (20,047) (20,047)
Accumulated deficit............................................................ (10,560) (6,452)
99,180 103,287
Unearned stock compensation.................................................... (165) (220)
Treasury stock, at cost, 206,083 and 14,583 shares in 1997 and 1996, respectively (1,556) (88)
Total stockholders' equity............................................... 97,459 102,979
Total liabilities and stockholders' equity............................... $440,964 $ 435,731
Note: The consolidated balance sheet at December 31, 1996 has
been derived from audited financial statements at that date.
The accompanying notes are an integral part of these consolidated financial statements.
2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
KATZ MEDIA GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(000's Omitted, Except Share and Per Share Information)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ----------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating revenues, net...................... $ 45,452 $ 48,115 $ 82,690 $ 86,397
----------- ----------- ----------- -----------
Operating expenses:..........................
Salaries and related costs................... 25,114 25,919 49,026 49,953
Selling, general and administrative.......... 10,103 9,876 20,149 19,466
Depreciation and amortization................ 355 2,830 2,722 5,840
Restructuring Charge......................... 7,095 -- 7,095 --
----------- ----------- ----------- -----------
Total operating expenses............... 42,667 38,625 78,992 75,259
----------- ----------- ----------- -----------
Operating income....................... 2,785 9,490 3,698 11,138
----------- ----------- ----------- -----------
Other expense (income):......................
Interest expense............................. 5,440 5,109 10,841 10,134
Interest income.............................. (89) (61) (110) (111)
----------- ----------- ----------- -----------
Total other expense, net............... 5,351 5,048 10,731 10,023
----------- ----------- ----------- -----------
(Loss) income before income
tax provision (benefit).................... (2,566) 4,442 (7,033) 1,115
Income tax provision (benefit)............... 1,058 2,839 (2,925) 719
----------- ----------- ----------- -----------
Net (loss) income..................... ($3,624) $ 1,603 ($4,108) $ 396
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Net (loss) income per common share........... ($.27) $ .11 ($.30) $ .03
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Weighted average common shares............... $13,494,005 $13,992,627 $13,484,565 $13,825,999
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
The accompanying notes are an integral part of these consolidated financial statements.
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
KATZ MEDIA GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(000's Omitted, Except Share and Per Share Information)
(Unaudited)
Six Months Ended
June 30,
------------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income before adjustments......................................... ($4,108) $ 396
------ -------
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Depreciation and amortization............................................ 2,722 5,840
Amortization of debt issuance costs...................................... 292 --
Deferred rent............................................................ 558 790
Non-cash compensation expense for stock options.......................... 55 593
Non-cash 401K contribution............................................... 786 --
Restructuring charge..................................................... 7,095 --
Changes in assets and liabilities:........................................
Decrease (increase) in accounts receivable........................... 6,271 (2,987)
(Increase) in deferred taxes.......................................... (701) --
(Increase) in other assets............................................ (1,213) (1,665)
Increase in accounts payable and accrued liabilities.................. 1,791 848
(Decrease) in income taxes payable.................................... (1,811) (847)
(Decrease) in other liabilities....................................... (1,064) --
Other, net............................................................ 955 280
------ -------
Total adjustments.......................................................... 15,736 2,852
------ -------
Net cash provided by operating activities............................... 11,628 3,248
------ -------
Cash flows from investing activities:
Capital expenditures....................................................... (1,842) (4,106)
Payments received on sales of station representation contracts............. 17,363 9,677
Payments made on purchases of station representation contracts............. (23,845) (21,488)
------ -------
Net cash (used in) investing activities................................ (8,324) (15,917)
------ -------
Cash flows from financing activities:
Credit facilities borrowing.................................................. 39,800 36,000
Credit facilities repayments................................................. (41,800) (21,700)
Repurchase of company common stock........................................... (1,468) --
Retirement of 12 3/4% Senior Subordinated Notes.............................. -- (1,740)
------ -------
Net cash (used in) provided by financing activities..................... (3,468) 12,560
------ -------
Net decrease in cash and cash equivalents...................................... (164) (109)
Cash and cash equivalents, beginning of period.................................. 5,222 2,350
------ -------
Cash and cash equivalents, end of period........................................ $5,058 $ 2,241
------ -------
------ -------
The accompanying notes are an integral part of these consolidated financial statements.
4
</TABLE>
<PAGE>
KATZ MEDIA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
JUNE 30, 1997
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Due to the seasonality of the business of Katz Media Group, Inc.
(the "Company"), operating results for the six months ended June 30, 1997 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1997. For further information, refer to the consolidated 1996
financial statements and footnotes thereto included in the Company's Form 10-K
filed March 27, 1997 (File No. 1-13674).
2. EARNINGS (LOSS) PER COMMON SHARE
Net earnings (loss) per common share is calculated by dividing net earnings
(loss) by the number of weighted average shares of common stock outstanding for
the period adjusted for the incremental shares attributed to outstanding options
to purchase common stock using the treasury stock method.
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share", which will be effective for financial statements for both interim and
annual periods after December 31, 1997. Earlier adoption is not permitted,
therefore, the Company will adopt SFAS No. 128 at December 31, 1997. Under SFAS
No. 128, the Company must present basic and diluted earnings per share. Had the
Company adopted SFAS No. 128 at June 30, 1997, basic earnings per share and
diluted earnings per share would have been the same as the amount currently
presented in the financial statements for the six months ended June 30, 1997 and
1996.
3. STOCK REPURCHASE PLAN
During the three months ended March 31, 1997, the Board of Directors
approved and the Company announced a program for the repurchase of up to two
million shares of the Company's Common Stock in open market or negotiated
transactions. The repurchased shares are intended to be held as treasury stock
and be available for general corporate purposes. As of June 30, 1997,
approximately 191,500 shares had been repurchased.
4. RECENT DEVELOPMENTS
On July 14, 1997, the Company entered into a Merger Agreement which
provides for the acquisition of the Company by a newly formed company (Morris
Acquisition Corporation) jointly owned by Chancellor Broadcasting Company and
Evergreen Media Corporation, two clients of the Company. Also on this date,
Morris Acquisition Corporation announced a tender offer of $11.00 a share for
100% of the outstanding shares of the Katz Media Group, Inc. It is anticipated
the transaction will be completed in the third quarter of 1997, subject to
regulatory clearance.
5
<PAGE>
5. RESTRUCTURING CHARGE
During the second quarter of 1997, the Company completed a review of its
operations, including its real estate requirements, in an effort to promote the
effectiveness of its operations and enhance its competitive position in the
marketplace and general efficiencies. As a result of these efforts the Company
has recorded a restructuring charge of $7.1 million, representing severance and
other related costs of $3.8 million and costs associated with consolidating
certain real estate facilities totaling approximately $3.3 million. Through June
30, 1997, approximately $0.8 million of these costs have been paid by the
Company. The Company anticipates the balance of these restructuring costs to be
paid by year end 1999.
6. RECLASSIFICATION
Certain amounts in the 1996 consolidated financial statements have been
reclassified to conform to the current year presentation.
6
<PAGE>
KATZ MEDIA GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
- -------
The following discussion is based upon and should be read in conjunction
with the Consolidated Financial Statements, including the notes thereto,
included elsewhere herein.
The net operating revenues of the Company are derived from commissions on
the sale of national spot advertising air time for radio and television clients.
Commission rates are negotiated and set forth in the client's individual
representation contracts. The key to the Company's success is the maintenance of
its current representation contracts with client stations and the acquisition of
new representation contracts. The primary operating expenses of the Company are
employee salaries, rents, commission-related payments to employees, data
processing expenses, and depreciation and amortization. The Company's financial
results have been impacted by three significant factors: (i) trends in
advertising expenditures, (ii) buyouts of station representation contracts, and
(iii) acquisitions of representation firms. The effect of these factors on the
Company's financial condition and results of operations have varied from period
to period.
This quarterly report on Form 10-Q, contains forward looking statements,
which represent the Company's expectations or beliefs concerning future events
that involve risks and uncertainties, including those associated with the effect
of national and regional economic conditions, the levels of advertising on the
Company's stations, the ability of the Company to obtain new clients and retain
existing clients, changes in ownership of client stations and client stations of
the Company's competitors, other developments at clients of the Company, the
ability of the Company to realize cost reductions from its cost containment
efforts, and developments from recent changes in the regulatory environment for
its clients.
Business
- --------
The Company operates as a single segment business and is the only full
service media representation firm in the United States serving all types of
broadcast media, with leading market shares in the representation of radio and
television stations and through NCC (a 50% owned joint venture) cable systems.
During the second quarter of 1997, the Company's percentage composition of gross
billings (representing the aggregate dollar amount of advertising placed on
client stations or systems) by broadcast media was as follows: 55.5% for
television; 37.4% for radio; and 7.1% for cable (on a 100% owned basis),
interactive/Internet and international. Gross billings during the second quarter
of 1997 as compared with the second quarter of 1996 decreased 11.2% for
television and increased 16.4% for radio and 19.7% for cable (on a 100% owned
basis), internet/Interactive and international. The composition of gross
billings by broadcast media during the second quarter of 1996 aggregated 62.1%
for television, 31.9% for radio, and 6.0% for cable (on a 100% owned basis),
interactive/Internet and international.
Results of Operations - Three Months Ended June 30, 1997
- --------------------------------------------------------
Net operating revenues for the second quarter of 1997 totaled $45.5
million, a decrease of approximately $2.6 million, or approximately 5.4%,
compared with net operating revenues of $48.1 million for the second quarter of
1996. This decrease primarily reflects the 1996 consolidation of station
ownerships, which led to net client losses and declines in gross billings in
television, offset in part by net client gains and increases in gross billings
in radio.
Operating expenses, excluding depreciation and amortization, increased
approximately $6.5 million, or 18.2%, from $35.8 million in the second quarter
of 1996 to $42.3 million in the second quarter of 1997. Salaries and related
costs decreased by approximately $0.8 million as compared to the second quarter
of 1996, primarily attributable to decreased sales compensation resulting from
decreased operating revenue. Selling, general and administrative expenses
increased by approximately $0.2 million as compared with the second quarter of
1996. During the second quarter, the Company completed a review of its
operations including real estate requirements in an effort to promote the
effectiveness of its operations, enhance its competitive position in the
marketplace and promote general efficiencies. The Company has recorded a charge
of $7.1 million, of which $3.8 million relates to severance and other related
costs and $3.3 million relates to planned facility consolidations. Operating
expenses, excluding depreciation and amortization and the restructuring charge,
as a percentage of net operating revenues, increased from 74% in the second
quarter of 1996 to 77% in the second quarter of 1997.
7
<PAGE>
Depreciation and amortization overall decreased by $2.5 million, or 87.5%,
for the second quarter of 1997 compared with the second quarter of 1996,
primarily due to the effect of increased amortization of income on contracts
sold over amortization on acquired contracts.
Operating income for the second quarter of 1997 decreased by $6.7 million
compared with the second quarter of 1996, reflecting primarily the restructuring
charge discussed above.
Interest expense, net, increased overall by $0.3 million for the second
quarter of 1997 as compared with the second quarter of 1996, primarily due to
increased borrowings and $0.1 million of increased amortization of debt issuance
costs associated with the Company's December 1996 refinancing.
Loss before income tax provision totaled $2.6 million for the second
quarter of 1997, compared with income of $4.4 million for the second quarter of
1996. This was primarily due to the components listed above.
The difference between the effective tax rate of (41.2%) compared with the
U.S. statutory rate of 35% is primarily attributable to goodwill amortization,
other nondeductible expenses and state income taxes. Due to the unusual and
non-recurring nature of the restructuring charge, its full income tax effect is
reflected in the second quarter effective tax rate.
Results of Operations - Six Months Ended June 30, 1997
- ------------------------------------------------------
Net operating revenues for the six months ended June 30, 1997 totaled $82.7
million, a decrease of approximately $3.7 million, or approximately 4.3%,
compared with net operating revenues of $86.4 million for the six months ended
June 30, 1996. This decrease primarily reflects the 1996 consolidation of
station ownerships, which led to net client losses and declines in gross
billings in television, offset in part by net client gains and increases in
gross billings in radio.
Operating expenses, excluding depreciation and amortization, increased
approximately $6.9 million, or 9.9%, from $69.4 million in the six months ended
June 30, 1996 to $76.3 million for the six months ended June 30, 1997. Salaries
and related costs decreased by approximately $0.9 million as compared to the
comparable 1996 period, primarily attributable to decreased sales compensation,
resulting from decreased operating revenue. Selling, general and administrative
expenses increased by approximately $0.7 million as compared with the comparable
1996 period, primarily due to increased information technology costs. In the
second quarter of 1997, the Company recorded a charge of $7.1 million, of which
$3.8 million relates to severance and other related costs and $3.3 million
relates to planned facility consolidations. Operating expenses, excluding
depreciation and amortization and the restructuring charge, as a percentage of
net operating revenues, increased from 80% in the six months ended June 30, 1996
to 84% in the comparable period of 1997.
Depreciation and amortization overall decreased by $3.1 million, or 53.4%,
from the comparable 1996 period, primarily due to the effect of increased
amortization of income on contracts sold over amortization on acquired
contracts.
8
<PAGE>
Operating income for the six months ended June 30, 1997 decreased by $7.4
million compared with the comparable 1996 period, reflecting primarily the
restructuring charge discussed above.
Interest expense, net, increased overall by $0.7 million during the six
months ended June 30, 1997 as compared with the comparable 1996 period,
primarily due to increased borrowings and $0.3 million of increased amortization
of debt issuance costs associated with the Company's December 1996 refinancing.
Loss before income tax benefit totaled $7.0 million for the six months
ended June 30, 1997, compared with income of $1.1 million for the comparable
1996 period. This was primarily due to the components listed above.
The difference between the effective tax rate of 41.6% compared with the
U.S. statutory rate of 35% is primarily attributable to goodwill amortization,
other nondeductible expenses and state income taxes. Due to the unusual and
non-recurring nature of the restructuring charge, its full income tax effect is
reflected in the effective tax rate of 41.6% for the six months ended June 30,
1997.
Liquidity and Capital Resources
- -------------------------------
Cash provided by operating activities during the first six months of 1997
as compared with the first six months of 1996 increased $8.4 million. This
increase in cash provided by operating activities is primarily due to
improvements in the collection of accounts receivable and increases in accounts
payable and accrued liabilities offset by decreases in other liabilities.
Net cash used in investing activities during the first six months of 1997
aggregated $8.3 million, a decrease of $7.6 million compared with $15.9 million
during the first six months of 1996. This decrease in cash used in investing
activities results primarily from net decreases of $5.3 million of cash used for
net purchases of station representation contracts and $2.3 million of reduced
capital expenditures.
Overall cash used in financing activities during the first six months of
1997 aggregated $3.5 million compared with net cash provided by financing
activities in the first six months of 1996 totalling $12.6 million. The change
in cash used in financing activities is primarily attributable to net credit
facilities repayments of $2.0 million during the first six months of 1997
compared with net borrowings of $14.3 million during the first six months of
1996. In addition, during the six months ended June 30, 1997, the Company
purchased 191,500 shares of its common stock for $1.5 million.
9
<PAGE>
The following table reconciles operating income to EBITDA for the three and
six months periods ended June 30, 1997 and 1996:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ -----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating income........................................ $ 2,785 $ 9,490 $ 3,698 $11,138
Depreciation and amortization........................... 355 2,830 2,722 5,840
Non-cash rent expense................................... 246 355 558 790
Non-cash 401K contribution.............................. 423 -- 786 --
Stock option compensation charge........................ 55 229 55 593
Restructuring charge.................................... 7,095 -- 7,095 --
Other non-cash charges.................................. -- (51) -- --
EBITDA.................................................. $10,959 $12,853 $14,914 $18,361
</TABLE>
EBITDA for the second quarter of 1997 decreased approximately $1.9 million,
or 14.7%, to $11.0 million as compared with $12.9 million for the second quarter
of 1996. This decrease is primarily attributable to lower operating revenues and
relatively flat cash operating expenses, described above. The EBITDA margin for
the quarter decreased from 26.7% in the second quarter of 1996 to 24.1% in the
second quarter of 1997.
EBITDA for the first six months of 1997 decreased approximately $3.5 million,
or 19.0%, to $14.9 million as compared with $18.4 million for the first six
months of 1996. This decrease is primarily attributable to lower operating
revenues and relatively flat cash operating expenses as described above. The
EBITDA margin decreased from 21.3% in the first six months of 1996 to 18.0% in
the first six months of 1997.
The Company continuously seeks opportunities to acquire additional
representation contracts on attractive terms, and at the same time looks to
maintain its current client roster. In addition, the recent changes in ownership
of broadcast properties have fueled changes in client engagements among
independent media representation firms. These changes and the Company's ability
to acquire and maintain representation contracts can cause fluctuations in the
Company's revenues and cash flows from period to period.
The Company's working capital requirements have been primarily provided by
operations and borrowings under its credit facilities. It is expected that the
Company's primary sources of financing for its future business activities will
continue to be from operations plus borrowings under the Company's Credit
Agreement.
On July 14, 1997, the Company entered into a Merger Agreement providing for
the merger of the Company with a jointly owned subsidiary of Chancellor
Broadcasting Company and Evergreen Media Corporation. Upon purchase of the
shares in the tender offer, a change of control will occur which will result in
the lenders' ability under the Company's Credit Agreement to accelerate the
outstanding loans and also trigger a requirement on the part of Katz Media
Corporation (a wholly owned subsidiary of the Company) to offer to repurchase
its 10 1/2% Senior Subordinated Notes due 2007. As part of the Merger Agreement,
Chancellor Broadcasting Company and Evergreen Media Corporation have agreed to
make available to the Company funds to refinance the Company's indebtedness, if
required.
10
<PAGE>
PART II Other Information
-----------------
Item 1 - Legal Proceedings
The Company, from time to time, is involved in litigation brought by former
employees and other litigation incidental to the conduct of its business. The
Company is not a party to any lawsuit or proceeding which, in the opinion of
management, is likely to have a material adverse effect on the Company.
Item 4 - Submission Of Matters To A Vote Of Security Holders
The Company's annual meeting of shareholders was held on June 10, 1997 for
the following purpose:
To elect three directors for a term of three years (James E.
Beloyianis, Michael J. Connelly and Bob Marbut).
<TABLE>
<CAPTION>
The voting for the election of the directors by the Company's shareholders
was as follows:
<S> <C> <C> <C>
James E. Beloyianis Michael J. Connelly Bob Marbut
------------------- ------------------- ----------
Affirmative 12,624,809 12,426,982 12,641,957
Negative 53,803 251,630 36,655
Abstained 0 0 0
Withheld 0 0 0
Broker non-votes 0 0 0
11
</TABLE>
<PAGE>
Item 6 - Exhibits And Reports on Form 8-K
(a) Exhibits. None
(b) Reports on Form 8-K. A current report on Form 8-K, dated July 17,
1997, was filed by the Company with the Securities and Exchange Commission to
report under Item 5 thereof the press release issued to the public on July 14,
1997 regarding the definitive merger agreement the Company entered into with
Chancellor Broadcasting Company, Evergreen Media Corporation and Morris
Acquisition Corporation, a jointly owned affiliate of Chancellor Broadcasting
Company and Evergreen Media Corporation.
There are no reportable items under Part II, Items 2-3 and 5.
12
<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.
Dated: August 12, 1997 KATZ MEDIA GROUP, INC.
By: /S/ THOMAS F. OLSON By: /S/ RICHARD E. VENDIG
------------------------------ -------------------------
Thomas F. Olson Richard E. Vendig
President and Senior Vice President
Chief Executive Officer and Director Chief Financial &
Administrative
Officer, Treasurer
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 5,058
<SECURITIES> 0
<RECEIVABLES> 62,825
<ALLOWANCES> 1,300
<INVENTORY> 0
<CURRENT-ASSETS> 91,284
<PP&E> 31,244
<DEPRECIATION> (15,533)
<TOTAL-ASSETS> 440,964
<CURRENT-LIABILITIES> 72,675
<BONDS> 0
0
0
<COMMON> 137
<OTHER-SE> 97,322
<TOTAL-LIABILITY-AND-EQUITY> 440,964
<SALES> 82,690
<TOTAL-REVENUES> 82,690
<CGS> 76,270
<TOTAL-COSTS> 76,270
<OTHER-EXPENSES> (110)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,841
<INCOME-PRETAX> (7,033)
<INCOME-TAX> (2,925)
<INCOME-CONTINUING> (4,108)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,108)
<EPS-PRIMARY> (.30)
<EPS-DILUTED> (.30)
</TABLE>
