FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-12404
JACOR COMMUNICATIONS, INC.
A Delaware Corporation Employer Identification
No. 31-0978313
50 East RiverCenter Blvd. 12th Floor Telephone (606) 655-2267
Covington, Kentucky 41011
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Common Stock Purchase Warrants expiring September 18, 2001
Common Stock Purchase Warrants expiring February 27, 2002
Liquid Yield Option Notes due 2011
Liquid Yield Option Notes due 2018
Other securities for which reports are submitted pursuant to
Section 15(d) of the Act: 10 1/8% Senior Subordinated Notes due 2006
9 3/4% Senior Subordinated Notes due 2006
8 3/4% Senior Subordinated Notes due 2007
8% Senior Subordinated Notes due 2010
Indicate by check mark whether the Registrant, Jacor
Communications, Inc., (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve months (or for such
shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing
requirements for the past ninety days.
Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
The aggregate market value of the voting stock held by
nonaffiliates of Registrant as of March 2, 1998 was
$2,052,536,556.
The number of common shares outstanding as of March 2, 1998
was 50,757,782.
There are 95 pages in this document.
The index of exhibits appears on page 80.
Documents incorporated by Reference:
Portions of Registrant's definitive Proxy Statement to be
filed during April 1998 in connection with the Annual
Meeting of Shareholders presently scheduled to be held on
May 20, 1998 are incorporated by reference into Part III of
this Form 10-K.
JACOR COMMUNICATIONS, INC.
INDEX TO ANNUAL REPORT
ON FORM 10-K
Page
Part I
Item 1 Business 3
Item 2 Properties 30
Item 3 Legal Proceedings 30
Item 4 Submission of Matters to a Vote of Security
Holders *
Part II
Item 5 Market for Registrant's Common Equity and
Related Stockholder Matters 31
Item 6 Selected Financial Data 32
Item 7 Management's Discussion and Analysis of
Financial Condition and Results of
Operations 34
Item 7A Quantitative and Qualitative Disclosures
about Market Risk N/A
Item 8 Financial Statements and Supplementary Data 43
Item 9 Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure *
Part III
Item 10 Directors and Executive Officers of the
Registrant 43
Item 11 Executive Compensation 43
Item 12 Security Ownership of Certain Beneficial
Owners and Management 43
Item 13 Certain Relationships and Related
Transactions 43
Part IV
Item 14 Exhibits, Financial Statement Schedules
and Reports on Form 8-K 76
* - The response to this Item is "none".
N/A - Not Applicable
Item 1. BUSINESS
Jacor Communications, Inc. ("Jacor" or the "Company") is a
holding company engaged primarily in radio broadcasting and
providing related services to radio broadcasting companies.
As of March 2, 1998, Jacor entities owned and/or operated
169 radio stations located across the United States in 42
broadcast areas and one television station located in the
Cincinnati broadcast area. Jacor also has a joint sales
agreement to sell advertising time for one station in
Louisville. Jacor further provides programming to and sells
air time for two stations in Baja California, Mexico
pursuant to an exclusive sales agency agreement.
Jacor has also entered into agreements to acquire an
additional 24 radio stations, which will expand its presence
in nine existing broadcast areas and allow the Company to
enter nine new broadcast areas.
Business Strategy
Jacor's strategic objective is to maximize revenue and
broadcast cash flow (defined herein) by becoming the leading
radio broadcaster in geographically diverse broadcast areas
and by leveraging its expertise in programming production,
syndication and distribution. Jacor intends to acquire
individual radio stations, radio groups and/or businesses
that provide radio broadcasting services that strengthen its
strategic position in the radio industry and enhance its
operating performance. Specifically, Jacor's business
strategy centers upon:
Broadcast Area Revenue Leadership. Jacor strives to
maximize its audience ratings in each of its broadcast areas
in order to capture the largest share of the radio
advertising revenue in that area and to attract advertising
away from other media. Jacor believes that the most
effective way to capture a higher percentage of advertising
revenue is to operate multiple radio stations within a
broadcast area, tailoring each station's programming to
deliver highly effective access to a target demographic. In
implementing its multi-station strategy, Jacor utilizes its
programming expertise over a broad range of radio formats to
create distinct station personalities within a broadcast
area. Jacor further enhances its ability to increase its
revenues through a more complete coverage of the listener
base by being an industry leader in successfully operating
AM stations.
Development of "Stick" Properties. In addition to acquiring
developed, cash flow producing stations, Jacor also
strategically acquires underdeveloped "stick" properties
(i.e., properties with insignificant ratings and/or little
or no positive broadcast cash flow). Jacor believes that
acquisitions of strategically located "stick" properties
often provide greater potential for revenue and broadcast
cash flow growth than do acquisitions of developed
properties. Historically, Jacor has been able to improve
the ratings, revenue and broadcast cash flow of its "stick"
properties with increased marketing and focused programming
that complements its existing radio station formats and by
leveraging the management expertise and operational support
of regional clusters. Additionally, Jacor increases the
revenue and broadcast cash flow of "stick" properties by
encouraging advertisers to buy advertising in a package with
its more established stations. Jacor believes that the
Company's portfolio of "stick" properties creates
significant potential for revenue and broadcast cash flow
growth.
Development of Regional Clusters Around Core Broadcast
Areas. Jacor believes it can leverage its position as the
leader in a core broadcast area to create additional revenue
and broadcast cash flow opportunities by building regional
multi-station clusters around Jacor's core broadcast areas.
Utilizing programming from its core broadcast areas, Jacor
provides its regional clusters with high quality programming
which would not otherwise be economically viable in such
smaller broadcast areas, thereby spreading the costs
associated with the delivery of such programming across a
greater number of stations. By improving the ratings of its
regional stations with such enhanced programming, Jacor
believes it can generate incremental revenue and broadcast
cash flow.
Strategic Acquisitions of Complementary Stations. Jacor
focuses its acquisition strategy on acquiring stations with
powerful broadcast signals that complement its existing
portfolio and strengthen its overall competitive position.
By operating multiple stations within its broadcast areas,
Jacor seeks to position itself as the most efficient
advertising medium in a geographic location, providing
advertisers with a wide access to a variety of demographic
groups through a single purchase of advertising time.
Through the acquisition of additional stations within an
existing broadcast area, Jacor spreads its fixed costs over
a larger base of stations and creates operating efficiencies
enabling it to generate higher broadcast cash flow. Jacor
may enter additional broadcast areas, domestic or
international, through acquisitions of radio groups that
have multiple station platforms and/or through acquisitions
of individual stations in new locations where Jacor believes
a revenue-leading position can be created.
Acquisitions of Broadcast Related Businesses. Jacor
strengthens its strategic position in the radio industry
through the acquisition and operation of businesses that
provide services to radio broadcasting companies. In 1997,
Jacor significantly expanded its base of syndicated radio
programming available to both Jacor's radio stations and
other broadcasting companies. Jacor acquired for
approximately $340.3 million, a leading producer and
distributor of syndicated radio programming, research, and
other services, two leading providers of syndicated talk
radio programming, a leading provider of satellite and
network services for the radio broadcasting industry and a
leading provider of traffic reporting services in the San
Diego and Los Angeles, California broadcast areas.
In addition to generating cash flow, these broadcast related
services enhance the Company's ability to (i) increase
ratings for its existing stations, (ii) transform "stick"
properties into broadcast cash flow producing properties and
(iii) maintain long-term relationships with Jacor's on-air
talent. By combining the national reach of the Company's
radio stations with the network sales forces acquired by
Jacor, the Company seeks to maximize the value of commercial
broadcast inventory that it can then resell to national
advertisers.
Radio Station Overview
The following table and the accompanying footnotes set forth
certain information regarding the 193 radio stations that
will be owned and/or operated by Jacor upon completion of
all pending acquisitions and dispositions.
Target
1997 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
Los Angeles, CA 7
KIIS-FM Contemporary
Hit Radio Adults 18-34 4.5/7
KXTA-AM(3) Sports Men 25-54 -
Dallas, TX 4
KDMX-FM P Hot Adult
Contemporary Adults 18-34 7.1/3
KEGL-FM P Rock Men 18-34 6.9/4
Houston, TX 5
KHMX-FM P Hot Adult
Contemporary Adults 25-54 3.9/10
KTBZ-FM P Alternative Men 18-34 7.2/3
Atlanta, GA 1
WPCH-FM Soft Adult
Contemporary Women 25-54 6.9/5
WGST-AM News Talk Men 25-54 1.5/17
WGST-FM(4) News Talk Men 25-54 2.4/15
WKLS-FM Rock Men 18-34 10.4/3
San Diego, CA (5) 1
KHTS-FM Rhythmic Adults 18-34 6.0/5
KSDO-AM News Talk Men 25-54 0.8/25(T)
KJQY-FM Soft Adult
Contemporary Women 25-54 2.8/10
KOGO-AM Talk Adults 25-54 2.8/12
KKLQ-FM Contemporary
Hit Radio Adults 18-34 3.3/9
KIOZ-FM Rock Men 18-34 10.3/1
KGB-FM Classic Rock Men 25-54 9.5/1
KPOP-AM Nostalgia Adults 35-64 2.5/12
Denver, CO 1
KOA-AM News Talk /
Sports Men 25-54 9.4/2
KRFX-FM Classic Rock Men 25-54 12.4/1
KBPI-FM Alternative Men 18-34 9.8/3
KTLK-AM Talk Adults 35-64 1.1/18
KHIH-FM Smooth Jazz Adults 25-54 5.0/8(T)
KHOW-AM Talk Adults 25-54 4.5/10
KBCO-FM Adult
Alternative Adults 25-54 6.9/3(T)
KTCL-FM(4) P Alternative Men 18-34 4.9/8(T)
Target
1997 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
Minneapolis, MN 6
KSGS-AM(3) P Urban Oldies Adults 25-54 -
KMJZ-FM P New Adult
Contemporary Adults 25-54 3.4/11(T)
Phoenix, AZ 6
KGLQ-FM P Classic Hits Adults 25-54 3.3/14
KZZP-FM P Hot Adult
Contemporary Adults 25-54 4.6/6
St. Louis, MO 5
KATZ-AM Gospel Adults 35-64 2.7/13(T)
KMJM-FM Urban
Contemporary Adults 18-34 11.5/1
KATZ-FM Rhythm/Blues Adults 25-54 2.2/18
KSLZ-FM Contemporary
Hit Radio Adults 18-34 3.2/13
Tampa, FL 1
WFLA-AM News Talk /
Sports Adults 35-64 6.1/4(T)
WFLZ-FM Contemporary
Hit Radio Adults 18-34 16.8/1
WDUV-FM Easy Listening
/Nostalgia Adults 35-64 6.1/4(T)
WXTB-FM Rock Men 18-34 15.7/1
WTBT-FM Classic Rock Men 18-34 10.7/3
WAKS-FM Hot Adult
Contemporary Women 18-34 6.4/5
WDAE-AM Sports Men 25-54 1.8/16
Cincinnati, OH 1
WLW-AM News Talk /
Sports Men 25-54 12.9/1
WEBN-FM Album
Oriented Rock Men 18-34 25.4/1
WOFX-FM Classic Rock Men 25-54 9.1/3
WCKY-AM(3)(4) Sports Men 25-54 -
WAQZ-FM(4) Alternative Adults 18-34 5.0/8
WSAI-AM(4) Nostalgia Adults 35-64 2.3/13(T)
WKRC-AM News Talk Adults 35-64 5.3/5
WVMX-FM Hot Adult
Contemporary Women 25-54 7.5/5
Baltimore, MD 5
WPOC-FM P Country Adults 25-54 5.8/4
Portland, OR 1
KEX-AM Full Service/
Adult Cont. Adults 35-64 6.6/4
KKCW-FM Adult
Contemporary Women 25-54 9.7/1
KKRZ-FM Contemporary
Hit Radio Women 18-34 17.5/1
KEWS-AM News Talk Adults 35-64 4.1/10(T)
Target
1997 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
Cleveland, OH 1
WKNR-AM Sports Men 25-54 6.8/6
WTAM-AM News Talk Men 25-54 5.4/7(T)
WGAR-FM P Country Adults 25-54 7.8/4
WMJI-FM P Oldies Adults 25-54 10.1/1
WMMS-FM P Rock Men 18-34 14.2/2
WMVX-FM Adult
Contemporary Women 25-54 5.4/7
Columbus, OH 1
WTVN-AM News Talk /
Sports Adults 35-64 8.9/3
WLVQ-FM Album
Oriented Rock Men 18-34 9.4/2
WZAZ-FM Alternative Adults 18-34 6.3/6
WHOK-FM Country Adults 25-54 3.5/9
WAZU-FM Rock Men 18-34 5.2/7(T)
WFII-AM P Talk Adults 35-64 0.5/27(T)
WCOL-FM P Country Adults 25-54 9.4/2
WKFX-FM Classic Rock Men 25-54 0.9/22(T)
WNCI-FM P Contemporary
Hit Radio Adults 18-34 13.2/1
Salt Lake City, UT 2
KALL-AM Talk Adults 35-64 5.8/5
KODJ-FM Oldies Women 25-54 7.9/2
KKAT-FM Country Adults 25-54 4.4/8
KURR-FM Rock Men 18-34 5.8/4
KZHT-FM Contemporary
Hit Radio Women 18-34 5.2/7(T)
KNRS-AM(4) P News Talk Adults 35-64 0.1/30
KWLW-AM P Easy
Listening Adults 35-64 0.4/27(T)
Las Vegas, NV 1
KFMS-FM Country Adults 25-54 2.4/16
KWNR-FM Country Adults 25-54 5.1/7
KBGO-FM Oldies Women 25-54 3.2/10
KSNE-FM Adult
Contemporary Women 25-54 12.5/1
San Jose, CA 3
KSJO-FM P Rock Adults 18-34 5.3/3
Jacksonville, FL 2
WJBT-FM Urban
Contemporary Adults 18-34 8.2/4
WQIK-FM Country Adults 25-54 6.5/5
WSOL-FM Classic Soul Adults 25-54 7.5/3
WZAZ-AM Gospel Adults 35-64 3.2/10(T)
WJGR-AM News Talk /
Sports Adults 25-54 0.6/22
Louisville, KY(6) 2
WDJX-FM Contemporary
Hit Radio Adults 18-34 10.9/3
WFIA-AM Religious Adults 25-54 0.3/25(T)
WVEZ-FM Adult
Contemporary Women 25-54 12.6/2
WSFR-FM Classic Rock Men 25-54 7.8/4
WLRS-FM Alternative Men 18-34
8.7/5
Target
1997 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
Rochester, NY 2
WVOR-FM Adult
Contemporary Adults 25-54 6.0/7
WHAM-AM News Talk Adults 25-54 8.7/3
WHTK-AM Talk Adults 35-64 1.2/13(T)
WNVE-FM New Rock Men 18-34 20.0/1
WYSY-FM Soft Adult
Contemporary Women 25-54 3.6/10
WISY-FM Soft Adult
Contemporary Women 25-54 0.3/21(T)
WMAX-FM Contemporary
Hit Radio Adults 18-34 0.5/21
Dayton, OH 1
WONE-AM Nostalgia Adults 35-64 4.4/7
WBTT-FM Urban Adults 18-34 5.8/7
WLQT-FM Adult
Contemporary Women 25-54 9.9/3
WMMX-FM Hot Adult
Contemporary Women 18-34 16.8/2
WTUE-FM Rock Men 18-34 22.5/1
WXEG-FM Modern Men 18-34 11.5/2
Des Moines, IA 1
WHO-AM News Talk Men 25-54 13.3/1
KLYF-FM Adult
Contemporary Women 25-54 7.4/7
KYSY-FM(4) P Soft Adult
Contemporary Women 25-54 1.7/11(T)
Toledo, OH 1
WSPD-AM News Talk Adults 35-64 5.8/6
WVKS-FM Contemporary
Hit Radio Adults 18-34 15.1/1
WRVF-FM Adult
Contemporary Women 25-54 13.2/2(T)
WIOT-FM Rock Men 18-34 16.6/1
WCWA-AM Nostalgia Adults 35-64 1.9/11
Lexington, KY 1
WMXL-FM Hot Adult
Contemporary Women 18-34 11.3/3(T)
WLAP-AM News Talk Men 25-54 2.3/11(T)
WKQQ-FM Rock Men 18-34 25.2/1
WTKT-AM Rhythm/Blues Adults 35-64 2.9/10
WLKT-FM Contemporary
Hit Radio Adults 18-34 13.9/2(T)
WBUL-FM Country Adults 18-34 4.0/8
Target
1997 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
Youngstown, OH 2
WKBN-AM(4) P Talk Adults 25-54 7.5/6
WNIO-AM Nostalgia Adults 35-64 0.8/16(T)
WKBN-FM(4) P Soft Adult
Contemporary Adults 25-54 3.5/8
WNCD-FM Rock Adults 18-34 15.5/1
Charleston, SC 2
WEZL-FM Country Adults 25-54 9.8/1
WXLY-FM Oldies Adults 25-54 7.4/4
WLLC-FM Modern Adult
Contemporary Adults 25-54 7.7/3
WRFQ-FM Classic Rock Adults 18-34 7.0/5
Boise, ID 2
KIDO-AM News Talk Adults 25-54 3.7/11
KARO-FM Classic Rock Men 25-54 7.1/4(T)
KLTB-FM Oldies Adults 25-54 5.9/7
KFXD-AM Talk Adults 25-54 2.6/14
KCIX-FM(4) P Adult
Contemporary Women 25-54 7.8/4(T)
KXLT-FM(4) P Soft Adult
Contemporary Women 25-54 10.9/1(T)
Cedar Rapids, IA 1
WMT-AM Full Service Adults 35-64 10.1/4(T)
WMT-FM Adult
Contemporary Women 25-54 18.8/2
Santa Barbara, CA 1
KTYD-FM Rock Adults 18-34 9.4/2
KQSB-AM Talk Adults 35-64 4.4/6(T)
KSBL-FM Adult
Contemporary Adults 25-54 11.8/1
KLDZ-AM Oldies Adults 35-64 2.7/10(T)
KLDZ-FM(3) P Oldies Adults 35-64 -
Casper,WY N/A
KTWO-AM Full Service/
Country Adults 35-64 15.6/2
KMGW-FM Adult
Contemporary Women 25-54 12.5/3
Cheyenne, WY N/A
KGAB-AM(3) Talk Adults 35-64 -
KIGN-FM Rock Adults 18-34 25.0/1
KLEN-FM Soft Adult
Contemporary Women 25-54 6.7/4
KOLZ-FM Country Adults 25-54 21.9/1
Chillicothe, OH(8) N/A
WBEX-AM(4) P Talk Adults 35-64 -
WKKJ-FM(4) P Country Adults 25-54 -
Findlay, OH(8) N/A
WQTL-FM Classic Hits Adults 25-54 -
WHMQ-FM Country Adults 25-54 -
Target
1997 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
Fort Collins/Greeley, CO N/A
KCOL-AM News Talk Adults 35-64 2.5/12(T)
KPAW-FM Adult Cont./
Oldies Adults 25-54 5.1/4(T)
KGLL-FM Country Adults 25-54 3.8/8
KIIX-AM(4) P Nostalgia Adults 35-64 1.0/21(T)
Idaho Falls, ID(8) N/A
KID-AM News Talk Adults 25-54 -
KID-FM Country Adults 25-54 -
Iowa City, IA N/A
KXIC-AM(3) Talk Adults 25-54 -
KKRQ-FM Classic Rock Adults 18-34 8.1/5
Lima, OH N/A
WIMA-AM News Talk Adults 35-64 6.5/3
WIMT-FM Country Adults 25-54 17.0/1
WBUK-FM Oldies Adults 25-54 11.3/3
WMLX-FM(3) Hot Adult
Contemporary Women 18-34 -
Marion, OH(8) N/A
WMRN-AM Talk Adults 25-54 -
WDIF-FM Contemporary
Hit Radio Adults 18-34 -
WMRN-FM Country Adults 25-54 -
Medford, OR(8) N/A
KOPE-FM P Talk Adults 25-54 -
Pocatello, ID(8) N/A
KWIK-AM Sports Men 25-54 -
KPKY-FM Oldies Adults 25-54 -
KRSS-FM P Religion Adults 35-64 -
Sandusky, OH(8) N/A
WLEC-AM Nostalgia Adults 35-64 -
WCPZ-FM Hot Adult
Contemporary Women 25-54 -
WNCG-FM Oldies Adults 25-54 -
Sarasota/Bradenton, FL N/A
WSRZ-FM Oldies Adults 25-54 8.1/1
WYNF-FM Rock Men 25-54 5.5/6(T)
WSPB-AM(3) Talk Men 35-64 -
Springfield, OH(8) N/A
WIZE-AM P Nostalgia Adults 35-64 -
Twin Falls, ID(8) N/A
KLIX-AM News Talk Adults 25-54 -
KEZJ-FM Country Adults 25-54 -
KLIX-FM Oldies Adults 25-54 -
Target
1997 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
Venice/Englewood, FL(8) N/A
WAMR-AM Talk Adults 25-54 -
WCTQ-FM Country Adults 25-54 -
WLTF-FM(7) - - -
Washington Court House, OH(8) N/A
WOFR-AM Country Adults 25-54 -
WCHO-FM Country Adults 25-54 -
[FN]
___________
(T) Designates tied.
(1) Jacor also owns or has the right to purchase three
insignificant stations in Sebring, Florida, and one each in
Morro Bay, California, Santa Rosa, California and Thousand
Oaks, California. Jacor also owns pending applications for
construction permits in both Casper, Wyoming and Vancouver,
Washington.
(2) Share and rank information is derived from the Fall 1997
Arbitron Metro Area Rating Survey.
(3) These stations do not have Arbitron ratings.
(4) Jacor provides programming to and sells airtime for WGST-FM
in Atlanta, Georgia; KYSY-FM in Des Moines, Iowa; WBEX-AM
and WKKJ-FM in Chillicothe, Ohio; WKBN-AM and WKBN-FM in
Youngstown, Ohio; WAQZ-FM, WSAI-AM and WCKY-AM in
Cincinnati, Ohio; KNRS-AM in Salt Lake City, Utah; KCIX-FM
and KXLT-FM in Boise, Idaho; KIIX-AM in Ft. Collins,
Colorado; and KTCL-FM in Denver, Colorado pursuant to Local
Marketing Agreements (LMAs). At any time after September
30, 1999 and before September 30, 2003, Cherokee
Broadcasting can "put" WGST-FM to Jacor for a price of $31.0
million. At any time after May 21, 2003 and before
September 30, 2003, Jacor can "call" the station for the
same price.
(5) Assumes the disposition of KXGL-FM and KMCG-FM currently
owned by Nationwide. Also, excludes XTRA-AM and XTRA-FM,
stations Jacor provides programming to and sells airtime for
under an exclusive sales agency agreement.
(6) Excludes WSJW-FM in Louisville, Kentucky on which Jacor
sells advertising time pursuant to a Joint Sales Agreement
(JSA).
(7) WLTF-FM is an unconstructed station and, as such, is not yet
operating.
(8) These broadcast areas are not ranked by Arbitron.
All rankings by revenue or billings that are contained in the
above table are based on 1996 information contained in Duncan's
Radio Market Guide (1997 ed.). All information concerning ratings
and audience listening information is derived from the Fall 1997
Arbitron Metro Area Ratings Survey (the "Fall 1997 Arbitron"). A
Jacor affiliate owns a 40% interest in a limited liability
company that purchased the assets formerly owned by Duncan
American Radio, Inc.
Broadcasting Related Businesses and Services
Jacor currently owns, produces and distributes syndicated
programming for radio broadcasting, including such programs as
Rush Limbaugh, The Dr. Laura Schlessinger Show and Dr. Dean
Edell. The Rush Limbaugh Show is a nationally syndicated talk
radio program broadcast on more than 600 radio stations. The Dr.
Laura Schlessinger Show is a nationally syndicated talk radio
program broadcast on more than 400 radio stations. The Dr. Dean
Edell Show is a health care and medicine talk radio program
broadcast on more than 300 radio stations. Currently these
programs are three of the four highest rated syndicated talk
radio programs in the United States. Jacor is also the producer
and distributor of other syndicated programs and services,
including Leeza Gibbons Entertainment Tonight on the Radio, The
Michael Reagan Show, After MidNite with Blair Garner and The Jim
Rome Show. These nationally syndicated programs and services are
currently broadcast on more than 4,000 radio stations pursuant to
over 6,300 contracts.
Jacor's broadcasting related services include comprehensive radio
research services and a national, in-house sales force. Premiere
Radio Networks, Inc.'s, ("Premiere"), mediabase research service
provides music play-list and on-air promotion tracking and call-
out research for seven radio formats, which research services
help radio station affiliates increase their audience share and
ratings. Jacor provides the research services in exchange for
commercial broadcast inventory instead of on a cash basis in
order to make the service more attractive to radio stations which
have limited cash resources and/or excess commercial broadcast
inventory.
Premiere's national, in-house network radio sales force and
infrastructure sells commercial broadcast inventory to more than
350 national advertisers. Jacor leverages its sales force and
generates additional revenues without significant additional
overhead costs by providing network advertising sales
representation services, on a commission basis, to third-party
radio networks and independent syndicated programming and service
suppliers that do not have their own sales forces. Jacor
believes that Premiere is presently the second largest network
radio advertising sales representative in the United States in
terms of its gross billings. It presently represents nine
independent radio networks, including WOR Radio Networks, One-on-
One Sports Radio Network and Accuweather. Also, upon Jacor's
acquisition of MultiVerse, Premiere became the network radio
sales representative for shows such as Country Heartlines with
John Crenshaw and Beyond the Beltway with Bruce Dumont.
Television
Jacor owns a television station in the Cincinnati broadcast area
where it currently owns and operates multiple radio stations. By
operating a television station in the broadcast area where Jacor
has a significant radio presence, Jacor has realized operating
efficiencies including shared news departments and reduction of
administrative overhead. Jacor currently operates this television
station under a temporary waiver of an FCC rule that restricts
ownership of television and radio stations in the same market.
This waiver will continue until at least six months after the FCC
completes a pending rulemaking proceeding in which it is
considering whether to substantially liberalize this rule.
The following table sets forth certain information regarding the
Cincinnati television station and the broadcast area in which it
operates:
Station Rank (1)
Commercial
National TV Stations in
Broadcast Households Adults Broadcast Cable
Broadcast Area in DMA(1) TV Aged Area Subscriber Network
Area/Station Rank(1) (000s) Households 25-54 VHF UHF % Affiliation
Cincinnati/WKRC 30 797 2(T) 3 3 3 62 CBS
[FN]
___________
T Designates tied.
(1) Rankings for Designated Market Area ("DMA"), 6:00 a.m. to
2:00 a.m., Sunday-Saturday for "TV Households" and "Adults
aged 25-54." This market information is from the January
1998 Nielsen Station Index.
Advertising
Radio stations generate the majority of their revenue from the
sale of advertising time to local and national spot advertisers
and national network advertisers. Radio serves primarily as a
medium for local advertising. The growth in total radio
advertising revenue tends to be fairly stable and has generally
grown at a rate faster than the Gross National Product ("GNP").
Advertising revenue has risen more rapidly during the past 10
years than either inflation or the GNP. Total advertising revenue
in 1997 was in excess of $12.0 billion, as reported by the Radio
Advertising Bureau, its highest level in the industry's history.
During the year ended December 31, 1997, approximately 79% of
Jacor's radio station broadcast revenue (adjusted to include the
effect of Jacor's acquisitions), would have been generated from
the sale of local advertising and approximately 21% from the sale
of national advertising. Jacor believes that radio is one of the
most efficient, cost-effective means for advertisers to reach
specific demographic groups. The advertising rates charged by
Jacor's radio stations are based primarily on (i) the station's
ability to attract an audience in the demographic groups targeted
by its advertisers (as measured principally by quarterly Arbitron
rating surveys that quantify the number of listeners tuned to the
station at various times), (ii) the number of stations in the
market that compete for the same demographic group, (iii) the
supply of and demand for radio advertising time and (iv) the
supply and pricing of alternative advertising media.
Jacor emphasizes an aggressive local sales effort because local
advertising represents a large majority of Jacor's revenues.
Jacor's local advertisers include automotive, retail, financial
institutions and services and health care. Each station's local
sales staff solicits advertising, either directly from the local
advertiser or through an advertising agency for the local
advertisers. Jacor pays a higher commission rate to the sales
staff for generating direct sales because Jacor believes that
through a strong relationship directly with the advertiser, it
can better understand the advertiser's business needs and more
effectively design an advertising campaign to help the advertiser
sell its product. Jacor employs personnel in each market to
produce commercials for the advertisers. National advertising
sales for most of Jacor's stations are made by Jacor's national
sales managers in conjunction with the efforts of an independent
advertising representative who specializes in national sales and
is compensated on a commission-only basis.
Jacor believes that sports broadcasting, absent unusual
circumstances, is a stable source of advertising revenues. There
is less competition for the sports listener, since only one radio
station can offer a particular game. In addition, due to the
higher degree of audience predictability, sports advertisers tend
to sign contracts which are generally longer term and more stable
than Jacor's other advertisers. Jacor's sales staffs are
particularly skilled in sales of sports advertising.
According to the Radio Advertising Bureau's publication 1997
Radio Marketing Guide and Fact Book for Advertisers, each week
radio reaches approximately 95.5% of all Americans over the age
of 12. More than one-half of all radio listening is done outside
the home, in contrast to other advertising mediums, and four out
of five adults are reached by car radio each week. The average
listener spends approximately three hours and 12 minutes per day
listening to radio. The highest portion of radio listenership
occurs during the morning, particularly between the time a
listener wakes up and the time the listener reaches work. This
"morning drive time" period reaches more than 82% of people over
12 years of age and, as a result, radio advertising sold during
this period achieves premium advertising rates.
Jacor believes operating multiple stations in a market gives it
significant opportunities in competing for advertising dollars.
Each multiple station platform better positions Jacor to access a
significant share of a given demographic segment making Jacor
stations more attractive to advertisers seeking to reach that
segment of the population.
Competition; Changes in the Broadcasting Industry
The radio broadcasting industry is a highly competitive business.
The success of each of Jacor's stations will depend significantly
upon its audience ratings and its share of the overall
advertising revenue within its market. Jacor's stations will
compete for listeners and advertising revenue directly with other
radio stations as well as many other advertising media within
their respective markets. Radio stations compete for listeners
primarily on the basis of program content and by hiring
high-profile talent that appeals to a particular demographic
group. By building in each of its markets a strong listener base
comprised of a specific demographic group, Jacor will be able to
attract advertisers seeking to reach those listeners.
In addition to management experience, factors which are material
to competitive position include the station's rank among radio
stations in its market, transmitter power, assigned frequency,
audience characteristics, local program acceptance and the number
and characteristics of other stations in the market area, and
other advertising media in that market. Jacor attempts to improve
its competitive position with promotional campaigns aimed at the
demographic groups targeted by its stations and by sales efforts
designed to attract advertisers. The FCC's policies and rules
permit joint ownership and joint operation of local radio
stations in certain circumstances. Those stations taking
advantage of these joint arrangements may in certain
circumstances have lower operational costs and may be able to
offer advertisers more attractive rates and services.
Jacor's audience ratings and competitive position will be subject
to change, and any adverse change in a particular market could
have a material adverse effect on the revenue of Jacor's stations
in that market. Although Jacor believes that each of its stations
will be able to compete effectively in the market, there can be
no assurance that any one of its stations will be able to
maintain or increase its current audience ratings and advertising
revenue.
Although the radio broadcasting industry is highly competitive,
some legal restrictions on entry exist. The operation of a radio
broadcast station requires a license from the FCC and the number
of radio stations that can operate in a given market is limited
by the availability of the FM and AM radio frequencies that the
FCC will license in that market.
Jacor's stations also compete directly for advertising revenues
with other media, including broadcast television, cable
television, newspapers, magazines, direct mail, coupons and
billboard advertising. In addition, the radio broadcasting
industry is subject to competition from new media technologies
that are being developed or introduced, such as the delivery of
audio programming by cable television systems and the Internet
and by digital audio broadcasting. The radio broadcasting
industry historically has grown despite the introduction of new
technologies for the delivery of entertainment and information,
such as television broadcasting, cable television, audio tapes
and compact discs. Greater population and greater availability of
radios, particularly car and portable radios, have contributed to
this growth. There can be no assurance, however, that the
development or introduction in the future of any new media
technology will not have an adverse effect on the radio
broadcasting industry. Jacor also competes with other radio
station groups to purchase additional stations.
The FCC has allocated and auctioned spectrum in the "S-band"
between 2320 and 2345 MHz for a new technology, satellite digital
audio radio services ("DARS"), to deliver audio programming. In
March 1997, the FCC adopted and announced its final DARS service
and auction rules. The FCC granted DARS licenses to two
companies, Satellite CD Radio, Inc. and American Mobile Radio
Corporation, in October 1997, authorizing each of them to launch
and operate a satellite DARS system in order to offer continuous
nationwide radio programming with compact disc quality sound.
DARS may provide a medium for the delivery by satellite or
terrestrial means of multiple new audio programming formats to
local and/or national audiences. Digital technology also may be
used in the future by terrestrial radio broadcast stations either
on existing or alternate broadcasting frequencies, and the FCC
has stated that it will consider making changes to its rules to
permit AM and FM radio stations to offer digital sound following
industry analysis of technical standards. In addition, the FCC
has authorized an additional 100 kHz of band width for the AM
band and has allocated frequencies in this new band to certain
existing AM station licensees that applied for migration prior to
the FCC's cut-off date. At the end of a transition period, those
licensees will be required to return to the FCC either the
license for their existing AM band station or the license for the
expanded AM band station. None of the stations to be affiliated
with the Company have sought authorizations for operations on the
expanded AM band, because such signals operate at a lower power
and have less coverage and thereby are not consistent with
Jacor's strategic objectives.
Television stations compete for audiences and advertising
revenues with radio and other television stations and
multichannel video program distributors ("MVPDs") in their market
areas and with other advertising media such as newspapers,
magazines, outdoor advertising and direct mail. Competition for
sales of television advertising time is based primarily on the
anticipated and actually delivered size and demographic
characteristics of audiences as determined by various services,
price, the time of day when the advertising is to be broadcast,
competition from other television stations, including affiliates
of television broadcast networks, cable television systems and
other media and general economic conditions. Competition for
audiences is based primarily on the selection of programming, the
acceptance of which is dependent on the reaction of the viewing
public, which is often difficult to predict. Additional elements
that are material to the competitive position of television
stations include management experience, authorized power and
assigned frequency. The broadcasting industry is continually
faced with technical changes and innovations, the popularity of
competing entertainment and communications media, changes in
labor conditions, and governmental restrictions or actions of
Federal regulatory bodies, including the FCC, any of which could
possibly have a material effect on a television station's
operations and profits. There are sources of video service other
than conventional television stations, the most common being
cable television, which can increase competition for a
broadcasting television station by bringing into its market
distant broadcasting signals not otherwise available to the
station's audience, serving as a distribution system for national
satellite-delivered programming and other non-broadcast
programming originated on a cable system and selling advertising
time to local advertisers. Other principal sources of competition
include home video exhibition, direct-to-home broadcast satellite
television services ("DBS") and multichannel multipoint
distribution services ("MMDS").
Moreover, technology advances and regulatory changes affecting
programming delivery through fiber optic telephone lines and
video compression could lower entry barriers for new video
channels and encourage the development of increasingly
specialized "niche" programming. The Telecom Act permits
telephone companies to provide video distribution services via
radio communication, on a common carrier basis, as "cable
systems" or as "open video systems" ("OVS"), each pursuant to
different regulatory schemes. Jacor is unable to predict the
effect that technological and regulatory changes will have on the
broadcast television industry and on the future profitability and
value of a particular broadcast television station.
Recent acquisitions of, or investments in, cable multiple-system
operators ("MSOs") by local exchange carriers ("LECs"), including
the Regional Bell Operating Companies ("RBOCs") in the United
States, market tests by both LECs and cable MSOs in various
states, and major infrastructure upgrades announced by both LECs
and cable MSOs, presage major expansion of wired communications
networks and consequently their capacities to deliver video
programming. The Telecom Act repealed the "telephone
company/cable television cross-ownership prohibition," thereby
enabling LECs, including the RBOCs, to provide cable television
service in their telephone service areas. LECs may not, however,
acquire more than a 10 percent ownership interest in, or enter
into joint ventures with, cable systems in their telephone
service areas. The Telecom Act also gives LECs the option to
provide video programming services over an OVS, in which
programming on no more than one-third of the system's channels
may be selected by the LEC or its affiliates. The OVS model may
be attractive to LECs because it is not subject to many of the
regulatory requirements applicable to traditional cable systems,
such as the requirement to obtain a local cable television
franchise. In addition, a number of LECs have announced their
intention to provide video programming services over MMDS
"wireless cable" systems.
In addition, the FCC authorizes DBS services throughout the
United States. Currently, three FCC permittees, DirecTv, United
States Satellite Broadcasting and Echo Star, provide subscription
DBS services via high power communications satellites and small
dish receivers, and other companies provide direct-to-home video
service using lower powered satellites and larger receivers. DBS
and MMDS, as well as other new technologies, will further
increase competition in the delivery of video programming.
Jacor cannot predict what other matters might be considered in
the future, nor can it judge in advance what impact, if any, the
implementation of any of these proposals or changes might have on
its business.
Federal Regulation of Broadcasting
The ownership, operation and sale of stations are subject to the
jurisdiction of the FCC, which acts under authority granted by
the Communications Act. Among other things, the FCC assigns
frequency bands for broadcasting; determines the particular
frequencies, locations and power of stations; issues, renews,
revokes and modifies station licenses; determines whether to
approve changes in ownership or control of station licenses;
regulates equipment used by stations; adopts and implements
regulations and policies that directly or indirectly affect the
ownership, operation and employment practices of stations; and
has the power to impose penalties for violations of its rules or
the Communications Act.
License Grants and Renewals. The Communications Act provides
that a broadcast station license may be granted to an applicant
if the grant would serve the public interest, convenience and
necessity, subject to certain limitations referred to below. In
making licensing determinations, the FCC considers the legal,
technical, financial and other qualifications of the applicant,
including compliance with the Communications Act's limitations on
alien ownership, compliance with various rules limiting common
ownership of broadcast, cable and newspaper properties, and the
"character" of the licensee and those persons holding
"attributable" interests in the licensee. Broadcast station
licenses are granted for a term not to exceed eight years and,
upon application, are renewable for additional terms.
The Telecom Act amends the Communications Act to require the FCC
to grant an application for renewal of a broadcast station
license if: (1) the station has served the public interest,
convenience and necessity; (2) there have been no serious
violations by the licensee of the Communications Act or the
rules and regulations of the FCC; and (3) there have been no
other violations by the licensee of the Communications Act or the
rules and regulations of the FCC which, taken together, would
constitute a pattern of abuse. The Communications Act authorizes
the filing of petitions to deny against license renewal
applications during particular periods of time following the
filing of renewal applications. Petitions to deny can be used by
interested parties, including members of the public, to raise
issues concerning the qualifications of the renewal applicant.
The FCC accepts radio station license renewal applications during
pre-designated cycles based on geographic location. The current
radio license renewal cycle is nearly completed, and most of
Jacor's radio station licenses have been renewed for full terms
of eight years (with expiration dates ranging from 2003 to 2005.
Still pending at the FCC are Jacor's renewal applications for its
New York stations, which are still subject to public comment.
Also pending are renewal applications for certain Jacor stations
in California, Columbus, Idaho and Las Vegas. These applications
remain pending while the FCC evaluates compliance with its
environmental, equal employment opportunity ("EEO") and/or
indecency guidelines. Regarding EEO compliance, certain Jacor
station renewals have been the subject of petitions to deny
and/or petitions for reconsideration filed by the Rainbow-PUSH
Coalition. In those instances where the FCC has reviewed the
matter, it has issued full term renewals to the Jacor station,
and Jacor anticipates that all its pending renewal applications
will likewise be renewed for full eight year terms.
When the FCC considers a proposed transfer of control of an FCC
licensee that holds multiple FCC licenses, some of which licenses
are subject to pending renewal applications, FCC policy provides
that so long as there are no unresolved issues pertaining to the
qualifications of the transferor or the transferee and so long as
the transferee is willing to substitute itself as the renewal
applicant, the FCC will grant a transfer application for a
licensee holding multiple licenses and permit consummation of the
transfer notwithstanding the pendency of renewal applications for
one or several of the licensee's stations. To date, the FCC has
not extended this policy to transactions where all the stations
being sold are subject to renewal applications.
License Assignments and Transfers of Control. The Communications
Act prohibits the assignment of a license or the transfer of
control of a corporation holding such a license without the prior
approval of the FCC. Applications to the FCC for such assignments
or transfers are subject to petitions to deny by interested
parties and must satisfy requirements similar to those for
renewal and new station applicants.
Ownership Rules. Current FCC regulations impose significant
restrictions on certain positional and ownership interests in
broadcast television stations, cable systems and other media.
Under current FCC rules, an individual or other entity owning or
having voting control of 5% or more of a corporation's voting
stock is considered to have an attributable interest in the
corporation and its stations, except that banks holding such
stock in their trust accounts, investment companies, and certain
other passive interests are not considered to have an
attributable interest unless they own or have voting control over
10% or more of such stock. The FCC is currently evaluating
whether to raise the foregoing benchmarks to 10% and 20%,
respectively. An officer or director of a corporation or any
general partner of a partnership also is deemed to hold an
attributable interest in the media license. Jacor cannot predict
whether the FCC will adopt these or any other proposals.
Minority voting stockholders in corporations controlled by a
single majority shareholder and holders of non-voting stock
generally will not be attributed an interest in the issuing
entity, and holders of debt and instruments such as warrants,
convertible debentures, options, or other non-voting interests
with rights of conversion to voting interests generally will not
be attributed such an interest unless and until such conversion
is effected. The FCC is currently considering whether it should
attribute non-voting stock, or perhaps non-voting stock interests
when combined with other rights, such as voting shares or
contractual relationships, along with its review of its other
attribution policies. Jacor cannot predict whether the FCC will
adopt these or other changes in its attribution policies.
Under the current rules, shareholders of the Company with 5% or
more of the outstanding votes (except for qualified institutional
investors, for which the 10% benchmark is applicable), if any,
are considered to hold attributable interests in the Company.
Such holders of attributable interests must comply with or obtain
waivers of the FCC's multiple and cross ownership limits.
Zell/Chilmark Fund L.P. is the holder of approximately 27.6% of
Jacor's Common Stock. Jacor is in the process of determining
whether any individual or entity has acquired 5% or more of the
outstanding stock of Jacor; however certain qualified investors
need not submit such a report until 45 days after the end of the
calendar year. In the event that Jacor learns of a new
attributable shareholder and if such shareholder holds interests
that exceed the FCC limits on media ownership, Jacor has the
corporate power to redeem stock of its shareholder to the extent
necessary to be in compliance with FCC and Communications Act
requirements, including limits on media ownership by attributable
parties and alien ownership.
The "local radio ownership rule" limits the number of stations in
a radio market in which any one individual or entity may have a
control position or attributable ownership interest, as follows:
(a) in markets with 45 or more commercial radio stations, a party
may own up to eight commercial radio stations, no more than five
of which are in the same service (AM or FM); (b) in markets with
30-44 commercial radio stations, a party may own up to seven
commercial radio stations, no more than four of which are in the
same service; (c) in markets with 15-29 commercial radio
stations, a party may own up to six commercial radio stations, no
more than four of which are in the same service; and (d) in
markets with 14 or fewer commercial radio stations, a party may
own up to five commercial radio stations, no more than three of
which are in the same service, provided that no party may own
more than 50% of the commercial stations in the market. In
addition, the FCC's "cross interest" policy may prohibit a party
with an attributable interest in one station in a market from
also holding either a "meaningful" non-attributable equity
interest (e.g., non-voting stock, voting stock, limited
partnership interests) or key management position in another
station in the same market, or which may prohibit local stations
from combining to build or acquire another local station. The FCC
is currently evaluating its local ownership limits and the
cross-interest policy as well as policies governing attributable
ownership interests. Jacor cannot predict whether the FCC will
adopt any changes in these policies or, if so, what the new
policies will be.
The rules also generally prohibit the acquisition of an ownership
or control position in a television station and one or more radio
stations serving the same market (termed the "one-to-a-market"
rule). Current FCC policy looks favorably upon waiver requests
relating to television and AM/FM radio combinations in the top 25
television markets where at least 30 separately owned broadcast
stations will remain after the combination. One-to-a-market
waiver requests in other markets, as well as those in the top 25
television markets that involve the combination of a television
station and more than one same service (AM or FM) radio station,
currently are evaluated by the FCC pursuant to a fact-based,
five-part, case-by-case review. The FCC also has an established
policy for granting waivers that involve "failed" stations. The
FCC currently is considering changes to its one-to-a-market
waiver standards in a pending rule-making proceeding. The FCC
also is reviewing and may modify its current prohibitions
relating to ownership or control positions in a daily newspaper
and a broadcast station in the same market. In conjunction with
Jacor's acquisition of the Citicasters stations, the FCC granted
Jacor's request for waivers of the one-to-a-market rule to permit
common ownership of radio stations and a television station in
each of Cincinnati and Tampa-St. Petersburg, subject to the
outcome in the pending rule-making proceeding. The FCC waiver
directed that should divestiture be required as a result of that
rule-making proceeding, Jacor will be required to file an
application for FCC consent to sell the necessary stations within
six months from the release of the FCC order in the rule-making
proceeding. The Company disposed of WTSP-TV, St. Petersburg in
December 1996. The sale of that station rendered moot the
one-to-a-market waiver granted Jacor for radio and television
ownership in Tampa-St. Petersburg. There can be no assurance that
the FCC will adopt a revised one-to-a-market policy in its
rule-making proceeding that would permit the Company to continue
to own WKRC-TV, Cincinnati, along with all of its current
Cincinnati-area radio stations. If divestitures are required,
there can be no assurance that Jacor would be able to obtain full
value for such stations or that such sales would not have a
material adverse impact upon Jacor's business, financial
condition or results of operations.
The Communications Act prohibits the issuance of a broadcast
license to, or the holding of a broadcast license by, any
corporation of which more than 20% of the capital stock is
beneficially or nominally owned or voted by non-U.S. citizens or
their representatives or by a foreign government or a
representative thereof, or by any corporation organized under the
laws of a foreign country (collectively, "Aliens"). The
Communications Act also authorizes the FCC, if the FCC determines
that it would be in the public interest, to prohibit the issuance
of a broadcast license to, or the holding of a broadcast license
by, any corporation directly or indirectly controlled by any
other corporation of which more than 25% of the capital stock is
beneficially or nominally owned or voted by Aliens. The FCC has
issued interpretations of existing law under which these
restrictions in modified form apply to other forms of business
organizations, including partnerships. The FCC also prohibits a
licensee from continuing to control broadcast licenses if the
licensee otherwise falls under Alien influence or control in a
manner determined by the FCC to be in violation of the
Communications Act or contrary to the public interest. No
officers, directors or significant shareholders of Jacor are
known by Jacor to be Aliens.
Regulation of Broadcast Operations. In order to retain licenses,
broadcasters are obligated, under the Communications Act, to
serve the "public interest." Since the late 1970s, the FCC
gradually has relaxed or eliminated many of the more formalized
regulatory procedures and requirements developed to promote the
broadcast of certain types of programming responsive to the
problems, needs, and interests of a station's community of
license.
The regulatory changes have provided broadcast stations with
increased flexibility to design their program formats and have
provided relief from some record keeping and FCC filing
requirements. However, licensees continue to be required to
present programming that is responsive to significant community
issues and to maintain certain records demonstrating such
responsiveness. Complaints from listeners concerning a station's
programming have been considered by the FCC when evaluating
licensee renewal applications and at other times.
Stations still are required to follow various rules promulgated
under the Communications Act that regulate political broadcasts,
political advertisements, sponsorship identifications, technical
operations and other matters. "Equal Opportunity" and affirmative
action requirements also exist. Failure to observe these or other
rules can result in the imposition of monetary forfeitures or in
the grant of a "short" (less than full term) license term or
license revocation. The Telecom Act states that the FCC may deny,
after a hearing, the renewal of a broadcast license for serious
violations of the Communications Act or the FCC's rules or where
there have been other violations which together constitute a
pattern of abuse.
The FCC has adopted rules regarding human exposure to levels of
radio frequency ("RF") radiation. These rules require applicants
for new broadcast stations, renewals of broadcast licenses or
modification of existing licenses to inform the FCC at the time
of filing such applications whether a new or existing broadcast
facility would expose people to RF radiation in excess of certain
guidelines.
Agreements With Other Broadcasters. Over the past several years
a significant number of broadcast licensees, including certain of
Jacor's subsidiaries, have entered into cooperative agreements
with other stations in their market. These agreements may take
varying forms, subject to compliance with the requirements of the
FCC's rules and policies and other laws. One typical example is a
TBA or LMA between two separately owned stations serving a common
service area, whereby the licensee of one station programs
substantial portions of the broadcast day on the other licensee's
station, subject to ultimate editorial and other controls being
exercised by the latter licensee, and sells advertising time
during such program segments for its own account. Another is a
JSA pursuant to which a licensee sells advertising time on both
its own station or stations and on another separately owned
station.
The FCC has held that LMAs do not per se constitute a transfer of
control and are not contrary to the Communications Act provided
that the licensee of the station maintains complete
responsibility for and control over operations of its broadcast
station (including, specifically, control over station finances,
personnel and programming) and complies with applicable FCC rules
and with antitrust laws. At present, the FCC is considering
whether it should treat as attributable multiple business
arrangements among local stations, such as joint sales
accompanied by debt financing. Jacor cannot predict whether the
FCC would require the termination or restructuring of Jacor's
JSAs or other arrangements in the future.
Under certain circumstances, the FCC will consider a radio
station brokering time on another radio station serving the same
market to have an attributable ownership interest in the brokered
station for purposes of the FCC's radio multiple ownership rules.
In particular, a radio station is not permitted to enter into a
LMA giving it the right to program more than 15% of the broadcast
time, on a weekly basis, of another local radio station which it
could not own under the FCC's local radio ownership rules.
The FCC's rules also prohibit a radio licensee from simulcasting
more than 25% of its programming on another radio station in the
same broadcast service (i.e., AM-AM or FM-FM) whether it owns
both stations or operates both through a LMA where both stations
serve substantially the same geographic area.
Legislation and Regulation of Television Operations. Television
stations are regulated by the FCC pursuant to provisions of the
Communications Act and the FCC rules that are in many instances
the same or similar to those applicable to radio stations.
Besides technical differences between television and radio,
principal variances in regulation relate to limits on national
and local ownership, LMAs and simulcasts, children's programming
requirements, advanced television service, signal carriage rights
on cable systems, license terms, "V-chip" technology and
network/affiliate relations.
The current FCC rules prohibit common ownership or control of
television stations with overlapping "Grade B" service contours
(unless established waiver standards are met) (the "Duopoly
Rule"). An FCC rule-making proceeding is in process to determine
whether to retain, modify or eliminate the Duopoly Rule. The
current FCC rules permit an entity to have an attributable
interest in an unlimited number of television stations so long as
such stations do not reach in the aggregate more than 35% of the
national television audience. (For purposes of this limitation,
UHF stations are attributed with 50% of the television households
in their market.) Additionally, the rules prohibit (with certain
qualifications) the holder of an attributable interest in a
television station from also having an attributable interest in a
radio station, daily newspaper or cable television system serving
a community located within the relevant coverage area of that
television station. As noted above, the radio/television
one-to-a-market rule and the broadcast/daily newspaper
restriction are currently under review.
Currently, LMAs between television stations are not treated as
attributable interests and there is no restriction on same-market
television simulcasts. The FCC is considering in a pending
rule-making proceeding whether to treat television LMAs similar
to radio LMAs for multiple ownership rule purposes. Jacor's
television station is not a participant in any LMAs.
Pursuant to legislation enacted in 1991, the amount of commercial
matter that may be broadcast during programming designed for
children 12 years of age and younger has been limited to 12
minutes per hour on weekdays and 10.5 minutes per hour on
weekends. In addition, television stations are required to
broadcast a minimum of three hours per week of "core" children's
educational programming, which, among other things, must have
programming serving the educational and informational needs of
children 16 years of age and under as a significant purpose. A
television station found not to have complied with the "core"
programming requirements or the children's commercial limitations
could face sanctions, including monetary fines and the possible
non-renewal of its broadcasting license.
The FCC has taken a number of steps to implement digital
television ("DTV") service (including high-definition television)
in the United States. On February 17, 1998, the FCC adopted a
final table of digital channel allotments and rules for the
implementation of DTV. The table of digital allotments provides
each existing television station licensee or permittee with a
second broadcast channel to be used during the transition to DTV,
conditioned upon the surrender of one of the channels at the end
of the DTV transition period. The implementing rules permit
broadcasters to use their assigned digital spectrum flexibly to
provide either standard or high-definition video signals and
additional services, including, for example, data transfer,
subscription video, interactive materials, and audio signals,
subject to the requirement that they continue to provide at least
one free, over-the-air television service. The FCC has set a
target date of 2006 for expiration of the transition period,
subject to biennial reviews to evaluate the progress of DTV,
including the rate of consumer acceptance. Conversion to DTV may
reduce the geographic reach of Jacor's stations or result in
increased interference, with, in either case, a corresponding
loss of population coverage. DTV implementation will impose
additional costs on Jacor, primarily due to the capital costs
associated with construction of DTV facilities and increased
operating costs both during and after the transition period. In
addition, the Telecom Act requires the FCC to assess and collect
a fee for any use of a broadcaster's DTV channel for which it
receives subscription fees or other compensation other than
advertising revenue. The FCC has pending a rulemaking proceeding
to implement this requirement.
Pursuant to the Cable Act of 1992 (the "1992 Act"), television
broadcasters are required to make triennial elections to exercise
either certain "must-carry" or "retransmission consent" rights in
connection with their carriage by cable systems in each
broadcaster's local market. By electing must-carry rights, a
broadcaster demands carriage on a specified channel on cable
systems within its Area of Dominant Influence ("ADI"), in general
as defined by the Arbitron 1991-92 Television Market Guide.
Alternatively, if a broadcaster chooses to exercise
retransmission consent rights, it can prohibit cable systems from
carrying its signal or grant the appropriate cable system the
authority to retransmit the broadcast signal for a fee or other
consideration.
The Telecom Act directed the broadcast and cable television
industries to develop and transmit an encrypted rating in all
video programming that, when used in conjunction with so-called
"V-Chip" technology, would permit the blocking of programs with a
common rating. On March 12, 1998, the FCC voted to accept an
industry proposal providing for a voluntary ratings system under
which all video programming will be designated in one of six
categories in order to permit the electronic blocking of selected
video programming. The FCC has begun a separate proceeding to
address technical issues related to the "V-Chip".
The FCC's closed captioning rules, which became effective January
1, 1998, provide for the phased implementation of a universal on-
screen captioning requirement with respect to the vast majority
of video programming. The rules divide programming into two
groups: pre-rule programming (which is defined to be programming
that was first published or exhibited on or before January 1,
1998 by any distribution method) and new programming (programming
that was first published or exhibited after that date). Pre-rule
programming is subject to no specific requirements until the
first calendar quarter of 2008. In that quarter, 75% of all pre-
rule programming actually aired is required to be captioned.
Beginning in the first calendar quarter of 2000, new programming
that is not otherwise exempt from captioning requirements is
subject to a series of quarterly benchmarks, until by January 1,
2006, 95% of all new, non-exempt programming is to be captioned.
Jacor's Cincinnati television station is a CBS-network affiliate
and a VHF station. The FCC currently is reviewing certain of its
rules governing the relationship between broadcast television
networks and their affiliated stations. The FCC is conducting a
rule-making proceeding to examine its rules prohibiting broadcast
television networks from representing their affiliated stations
for the sale of non-network advertising time and from influencing
or controlling the rates set by their affiliates for the sale of
such time. Separately, the FCC is conducting a rule-making
proceeding to consider the relaxation or elimination of its rules
prohibiting broadcast networks from (a) restricting their
affiliates' right to reject network programming; (b) reserving an
option to use specified amounts of their affiliates' broadcast
time; and (c) forbidding their affiliates from broadcasting the
programming of another network; and to consider the relaxation of
its rule prohibiting network-affiliated stations from preventing
other stations from broadcasting the programming of their
network.
Proposed Changes. The FCC has not yet implemented formally
certain of the changes to its rules necessitated by the Telecom
Act. Moreover, the Congress and the FCC have under consideration,
and may in the future consider and adopt, new laws, regulations
and policies regarding a wide variety of matters that could,
directly or indirectly, (i) affect the operation, ownership and
profitability of Jacor and its broadcast stations, (ii) result in
the loss of audience share and advertising revenues of Jacor's
radio broadcast stations, (iii) affect the ability of Jacor to
acquire additional broadcast stations or finance such
acquisitions, (iv) affect current cooperative agreements and/or
financing arrangements with other radio broadcast licensees, or
(v) affect Jacor's competitive position in relationship to other
advertising media in its markets. Such matters include, for
example, changes to the license authorization and renewal
process; proposals to revise the FCC's equal employment
opportunity rules and other matters relating to minority and
female involvement in broadcasting; proposals to alter the
benchmarks or thresholds for attributing ownership interest in
broadcast media; proposals to change rules or policies relating
to political broadcasting; changes to technical and frequency
allocation matters, including those relative to the
implementation of DTV and digital audio broadcasting on both a
satellite and terrestrial basis; proposals to restrict or
prohibit the advertising of beer, wine and other alcoholic
beverages on radio; changes in the FCC's cross-interest, multiple
ownership and cross-ownership policies; proposals to allow
greater telephone company participation in the delivery of audio
and video programming; proposals to limit the tax deductibility
of advertising expenses by advertisers; the implementation of
"V-chip" technology; and changes to children's television
programming requirements, signal carriage rights on cable systems
and network affiliate relations.
Although Jacor believes the foregoing discussion is sufficient to
provide the reader with a general understanding of all material
aspects of FCC regulations that affect Jacor, it does not purport
to be a complete summary of all provisions of the Communications
Act or FCC rules and policies. Reference is made to the
Communications Act, FCC rules and the public notices and rulings
of the FCC for further information.
Antitrust Considerations. Certain acquisitions by Jacor of
broadcasting companies, radio station groups or individual radio
stations will be subject to review by the Antitrust Division and
the FTC pursuant to the provisions of the HSR Act. Generally,
acquisitions involving assets valued at $15.0 million or more,
and certain acquisitions of voting securities, come within the
purview of the Hart Scott Rodino Act ("HSR Act"). Although it is
likely that many proposed acquisitions will not require the
parties to the transaction to comply with the HSR Act, or if such
compliance is required, will result in rapid clearance by the
antitrust agencies, in certain instances, the antitrust agencies
may choose to investigate the proposed acquisition, particularly
if it appears that such acquisition will result in substantial
concentration within a specific market. Any decision by an
antitrust agency to challenge a proposed acquisition could affect
the ability of Jacor to consummate the proposed acquisition, or
to consummate the acquisition on the proposed terms.
The Antitrust Division and the FTC determine between themselves
which agency is to take a closer look at a proposed transaction.
The Antitrust Division or the FTC, as the case may be, may then
issue a formal request for additional information ("the Second
Request"). Under the HSR Act, if a Second Request is issued, the
waiting period then would be extended and would expire at
11:59 p.m., on the twentieth calendar day after the date of
substantial compliance by both parties with such Second Request.
Only one extension of the waiting period pursuant to a request
for additional information is authorized by the HSR Act.
Thereafter, such waiting period may be extended only by court
order or with the consent of the parties. In practice, complying
with a request for additional information or material can take a
significant amount of time. In addition, if the Antitrust
Division or the FTC raises substantive issues in connection with
a proposed transaction, the parties frequently engage in
negotiations with the relevant governmental agency concerning
possible means of addressing those issues and may agree to delay
consummation of the transaction while such negotiations continue.
Subsequent to the passage of the Telecom Act, the radio broadcast
industry has been subject to an increased amount of scrutiny by
the Antitrust Division. Such scrutiny caused Jacor to experience
delays in closing both its merger with Citicasters Inc. (now
known as JCC) (the "Citicasters Merger") and its acquisition of
Noble Broadcast Group, Inc. (the "Noble Acquisition") and to
incur increased transaction costs. Jacor could experience
similar delays and increased costs in connection with future
transactions.
The Antitrust Division or the FTC could also compel changes in
the proposed terms of acquisitions. This is evidenced by Jacor's
agreement with the Antitrust Division in connection with the
Citicasters Merger pursuant to which Jacor agreed to divest WKRQ-
FM in Cincinnati by February 1997 and to inform the Antitrust
Division of certain transactions in Cincinnati that would not
otherwise be reportable under the HSR Act. Antitrust Division
scrutiny also resulted in Jacor terminating its agreement to
finance the acquisition of WGRR-FM in Cincinnati by Tsunami
Communications, Inc., the entity with whom Jacor has a joint
sales agreement ("JSA") for a Denver radio station. Subsequent
to such termination, Jacor received from the Antitrust Division a
civil investigative demand relating to the proposed transaction.
In November 1996, the Antitrust Division suspended Jacor's
obligation to respond to this civil investigative demand.
In addition, Jacor has received an industry-wide civil
investigative demand relating to JSAs pursuant to which the
Antitrust Division is examining the antitrust implications of
such arrangements. Jacor antiticpates that the Antitrust
Division's determinations of the permissibility of JSAs will
depend on the specific characteristics of the markets, stations
and relationships being reviewed. Jacor believes that its
existing JSAs are appropriate under applicable antitrust laws and
that its JSAs are not material to its business as such
arrangements only account for less than 1.0% of Jacor's net
revenues.
Although Jacor does not believe that antitrust considerations
will adversely affect Jacor's ability to successfully implement
its business strategy, the effects of the Antitrust Division's
heightened level of scrutiny on the radio broadcast industry and
on Jacor are uncertain. There can be no assurance that these
concerns will not negatively impact Jacor.
Energy and Environmental Matters
Jacor's source of energy used in its broadcasting operations is
electricity. No limitations have been placed on the availability
of electrical power, and management believes its energy sources
are adequate. Management believes that Jacor is currently in
material compliance with all statutory and administrative
requirements as related to environmental quality and pollution
control.
Environmental Matters
The Company is subject to federal, state and local laws,
regulations and ordinances that (i) govern activities or
operations that may have adverse environmental effects (such as
emissions to air, discharges to water, and the generation,
handling, storage and disposal of solid and hazardous wastes) or
(ii) impose liability for the costs of cleanup or other
remediation of contaminated property, including damages from
spills, disposals or other releases of hazardous substances or
wastes, in certain circumstances without regard to fault. In
certain cases, such liabilities may result from historical
operations conducted on the Company's properties by previous
owners or operators of such properties. The Company has not
incurred, and does not expect to incur, any material expenditures
or liabilities related to environmental matters.
Employees
As of December 31, 1997, Jacor employed approximately 4,300
persons, 3,200 on a full-time and 1,100 on a part-time basis.
Each Jacor broadcast area has its own complement of employees
which generally include a general manager, sales manager,
operations manager, business manager, advertising sales staff,
on-air personalities and clerical personnel.
Item 2. Property Holdings
Jacor owns and leases space for the office and studio facilities
at its radio station and broadcast service locations throughout
the United States. The same is true for Jacor's tower sites and
antennae.
Jacor owns substantially all of its equipment, consisting
principally of transmitting antennae, transmitters, studio
equipment and general office equipment. The towers, antennae and
other transmission equipment used by Jacor's stations are in
generally good condition. In management's opinion, the quality
of the signals range from good to excellent, and Jacor is
committed to maintaining and updating its equipment and
transmission facilities in order to achieve the best possible
signal in the market area.
Expansion of Jacor's operations generally comes from the
acquisition of stations and their facilities. Jacor attempts to
consolidate new stations into existing locations whenever
feasible. Any future need for additional office and studio space
at existing locations will be satisfied by the construction of
additions to the Jacor-owned facilities and, in the case of
leased facilities, the lease of additional space or the
relocation of the office and studio. Jacor's office and studio
facilities are all located in downtown or suburban office
buildings and are capable of being relocated to any suitable
office facility in the station market area. Similarly, although
many of Jacor's tower sites are strategically located, all are
capable of being relocated to suitable sites in their particular
station market areas.
Jacor leases approximately 19,162 square feet for its corporate
offices in Covington, Kentucky under a lease expiring in 2008
with a five-year renewal option.
Although Jacor believes its properties are generally adequate for
its operations, opportunities to upgrade facilities are
continuously reviewed.
Item 3. Legal Proceedings
From time to time, Jacor becomes involved in various claims and
lawsuits that are incidental to its business. In the opinion of
Jacor's management, there are no material legal proceedings
pending against Jacor.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The Company's common stock trades on the Nasdaq National Market
tier of the Nasdaq Stock Market under the symbol "JCOR". The
following table presents the high and low sale prices for the
Company's common stock for each quarter of 1996 and 1997 as
reported on The Nasdaq National Market.
Price Range of
Common Stock
1996 High Low
1st Quarter........................... $22.25 $16.00
2nd Quarter........................... 31.25 19.50
3rd Quarter........................... 35.00 24.75
4th Quarter........................... 36.38 23.75
1997
1st Quarter............................ $31.75 $25.63
2nd Quarter............................ 38.63 26.50
3rd Quarter............................ 46.25 37.25
4th Quarter............................ 55.63 36.50
At March 2, 1998, there were approximately 1,600 record holders
of common stock including shares held in nominee name and the
last reported sale price on the Nasdaq National Market was $57.88
per share.
The Company has neither declared nor paid any dividends on its
common stock to date. The Company's existing agreements with its
lenders limit the payment of dividends. It is the Company's
present policy to retain all earnings for the requirements of the
business.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
Item 6. Selected Financial Data
The following table (in thousands except for per share data) sets
forth certain data for the periods indicated and should be read
in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations":
1997 1996 1995 1994 1993
Statement of
Operations Data (a):
Net broadcast
revenue $530,574 $223,761 $118,891 $107,010 $ 89,932
Operating income 81,213 39,360 18,617 13,483 6,625
Income before
extraordinary loss 3,404 8,071 10,965 7,852 1,438
Net (loss) income (b) (4,052) 5,105 10,965 7,852 1,438
Basic per share data (c):
Before extraordinary
loss $ .08 $ .32 $ .58 $ .40 $ .11
Extraordinary loss (.18) (.12) - - -
Diluted per share data (c):
Before extraordinary
loss $ .08 $ .30 $ .53 $ .37 $ .10
Extraordinary loss (.18) (.11) - - -
Other Financial
Data (d):
Broadcast cash flow $173,791 $ 72,696 $ 31,601 $ 26,542 $ 20,412
Balance Sheet Data:
Total assets $2,601,878 $1,704,942 $208,839 $173,579 $159,909
Long-term debt 987,500 670,000 45,500 - -
Liquid Yield
Option Notes 125,300 118,682 - - -
Shareholders' equity 916,351 486,936 139,073 148,794 140,413
(a) The comparability of the information reflected in this
selected
financial data is affected by the acquisition and
disposition of certain properties. For information related
to acquisitions and dispositions in 1997 and 1996 see Note 2
of Notes to Consolidated Financial Statements.
(b) Net income for the years ended December 31, 1997 and 1996
include as extraordinary items losses of $7.5 million and
$3.0 million, respectively, net of income tax benefit,
related to the write-off of debt financing costs due to
significant amendments to the Company's Credit Facility (See
Note 7 in the Notes to Consolidated Financial Statements).
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
Item 6. Selected Financial Data, Continued
(c) Earnings per share calculations have been made in accordance
with Statement on Financial Accounting Standards No. 128,
"Earnings Per Share", ("SFAS 128"). SFAS 128 became effective
for the fourth quarter of 1997 calculations. Prior year
calculations have been restated to reflect the adoption of SFAS
128.
(d) "Broadcast cash flow" means operating income before
depreciation and amortization and corporate general and
administrative expenses. The Company's management believes
that broadcast cash flow is helpful in understanding cash
flow generated from its broadcasting in comparing operating
performance of the Company's broadcast entities to other
broadcast companies. Broadcast cash flow is also a key
factor in the Company's assessment of performance.
Broadcast cash flow should not be considered an alternative
to net income as an indicator of the Company's overall
performance.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
GENERAL
The following discussion should be read in conjunction with the
financial statements beginning on page 43.
This Report includes certain forward-looking statements within
the meaning of Section 27A of the Securities Act. When used in
this Report, the words "believes," "anticipates," "expects" and
similar expressions are intended to identify forward-looking
statements. Such statements are subject to a number of risks and
uncertainties. Actual results in the future could differ
materially from those described in the forward-looking statement
as a result of the matters discussed in this Report generally.
The Company undertakes no obligation to publicly release the
results of any revisions to these forward-looking statements that
may be made to reflect any future events or circumstances.
In the following analysis, management discusses broadcast cash
flow. Broadcast cash flow should not be considered in isolation
from, or as a substitute for, operating income, net income or
cash flow and other consolidated income or cash flow statement
data computed in accordance with generally accepted accounting
principles or as a measure of the Company's profitability or
liquidity. Although this measure of performance is not
calculated in accordance with generally accepted accounting
principles, it is widely used in the broadcasting industry as a
measure of a company's operating performance. Broadcast cash
flow assists in comparing performance on a consistent basis
across companies without regard to depreciation and amortization,
which can vary significantly depending on accounting methods
(particularly where acquisitions are involved). It also excludes
non-operating factors such as historical cost bases, and the
effect of corporate general and administrative expenses, which
generally do not relate directly to the performance of
broadcasting entities.
The performance of a broadcasting group, such as the Company, is
customarily measured by its ability to generate broadcast cash
flow. The primary source of the Company's revenue is the sale of
broadcasting time on its stations for advertising. The Company
also generates revenue through the sale of broadcasting time on
non-owned radio stations in exchange for providing syndicated
programming and comprehensive radio research services to the
stations, by providing sales representation services to third
parties, and through syndicated program fees. The Company's
significant operating expenses are employee salaries, sports
broadcasting rights fees, programming expenses, advertising and
promotion expenses, rental of premises for studios and
transmitting equipment and music license royalty fees. Jacor has
installed company-wide general ledger accounting software to
assist local management in measuring and controlling operating
expenses.
The Company's radio station revenue is affected primarily by the
advertising rates the Company's stations are able to charge.
These rates are, in large part, based on a station's ability to
attract audiences in the demographic groups targeted by its
advertisers, as principally measured by Arbitron Metro Area
Ratings Surveys.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
GENERAL, Continued
Most advertising contracts are short-term and run only for a few
weeks. Most of the Company's revenue is generated from local
advertising, which is sold by the station's sales staff. In
1997, approximately 79% of the Company's gross station revenue
was from local advertising and approximately 21% was from
national advertising. A station's local sales staff solicits
advertising, either directly from the local advertiser or through
an advertising agency for the local advertiser. National
advertising sales for most of the Company's stations are made by
the Company's national sales managers in conjunction with the
efforts of an independent advertising representative who
specializes in national sales and is compensated on a commission-
only basis.
The Company's broadcasting services include the distribution of
syndicated programming for radio broadcasting, comprehensive
radio research services and a national, in-house sales force.
The Company generates revenue through the distribution of
syndicated programming in two ways: (i) through the sale of
broadcasting time on non-owned radio stations in exchange for
providing syndicated programming to those stations, and (ii)
syndicated program fees. The Company, through its wholly owned
subsidiary, Premiere Radio Networks, Inc. ("Premiere"), provides
research services, including music play-list and on-air promotion
tracking and call-out research, for seven radio formats, in
exchange for commercial broadcast inventory instead of on a cash
basis in order to make the services more attractive to radio
stations which have limited cash resources and/or excess
commercial broadcast inventory. Premiere sells commercial
broadcast inventory to more than 350 national advertisers. The
Company leverages its sales force and generates additional
revenues without significant additional overhead costs by
providing network advertising sales representation services, on a
commission basis, to third-party networks and independent
syndicated programming and service suppliers that do not have
their own sales forces.
Sports broadcasting and the full-service programming features
play an integral part in the Company's operating strategy. As a
result, because of the rights fees and related costs of
broadcasting professional baseball and football, the costs
related to the full-service programming features of its AM radio
stations, as well as the Company's business strategy to acquire
"stick" properties (i.e., properties with insignificant ratings
and/or little or no positive broadcast cash flow), the Company's
broadcast cash flow margins are typically lower than its
competitors'.
General economic conditions have an impact on the Company's
business and financial results. From time to time the broadcast
areas in which the Company operates experience weak economic
conditions that may negatively affect revenue of the Company.
However, management believes that this impact is somewhat
softened by the Company's diverse geographical presence. The
financial results of the Company's business are seasonal.
Revenues are generally higher in the second, third and fourth
calendar quarters than in the first quarter.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES
Recent liquidity needs have been driven by the Company's
acquisition strategy. The Company's acquisitions since 1996 have
been financed with funds raised through a combination of debt and
equity instruments. An important factor in management financing
decisions includes maintenance of leverage ratios consistent with
their long-term growth strategy. The Company currently has
sufficient funds to finance all pending acquisitions with
availability to pursue other significant acquisitions.
Based upon current levels of the Company's operations and
anticipated growth, it is expected that operating cash flow will
be sufficient to meet expenditures for operations, administrative
expenses and debt service related to acquisitions for the
foreseeable future.
Financing Activities
Cash provided by financing activities was $552.9 million for the
year ended December 31, 1997, as compared to $905.1 million for
the year ended December 31, 1996 and $24.2 million for the year
ended December 31, 1995. The change between years is due
primarily to funds raised for the acquisition of radio stations
and broadcasting related service companies.
Credit Facilities
In September 1997, the Company entered into a new $1.15 billion
credit facility (the "Credit Facility") with a syndicate of banks
and other financial institutions. The interest rate pricing on
the Credit Facility has been reduced to reflect the Company's
improved capitalization and current market terms. The Credit
Facility provides loans to the Company in two components: (i) a
reducing revolving credit facility (the "Revolving Credit
Facility") of up to $750 million under which the aggregate
commitments will reduce on a semi-annual basis commencing in June
2000; and (ii) a $400 million amortizing term loan (the "Term
Loan")that would reduce on a semi-annual basis commencing in
December 1999. The Term Loan and the Revolving Credit Facility
expire on December 31, 2004. Amounts repaid or prepaid under the
Term Loan may not be reborrowed. The Credit Facility bears
interest at a rate that fluctuates with an applicable margin,
with a minimum applicable margin to a maximum of 1.75%, based on
the Company's ratio of total debt to earnings before interest,
taxes, depreciation and amortization for the four consecutive
fiscal quarters then most recently ended (the "Leverage Ratio"),
plus a bank base rate or a Eurodollar base rate, as applicable.
At March 2, 1998, the average interest rate on Credit Facility
borrowings was 6.51%. The Company pays interest on the unused
portion of the Revolving Credit Facility at a rate ranging from
0.250% to 0.375% per annum, based on the Company's Leverage
Ratio.
As of March 2, 1998, the Company had $400.0 million of
outstanding indebtedness under the Term Loan and available
borrowings of $750.0 million pursuant to the Revolving Credit
Facility.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES, Continued
Debt and Equity Offerings
In May 1997, the Company completed an offering of 6,650,000
shares of common stock at $31.00 per share net of underwriting
discounts of $1.31 per share (the "Offering"). The over-
allotment option was also exercised by the underwriters resulting
in the issuance of an additional 997,500 shares. Net proceeds to
the Company from the Offering were approximately $227.0 million.
Concurrently with the Offering, the Company sold 673,628 shares
of common stock for $20.0 million to affiliated designees of the
Company's largest shareholder, The Zell/Chilmark Fund L.P.
In June 1997, the Company issued $150.0 million of 8 3/4% Senior
Subordinated Notes (the "8 3/4% Notes") in a private placement
offering. The 8 3/4% Notes were subsequently registered with the
Securities and Exchange Commission. Net proceeds to the Company
were $147.0 million. The 8 3/4% Notes will mature on June 15,
2007. Interest on the 8 3/4% Notes is payable semi-annually.
The 8 3/4% Notes will be redeemable at the option of the
Company, in whole or in part, at any time on or after June 15,
2002. The redemption prices commence at 104.375% and are reduced
by 1.458% annually until June 15, 2005 when the redemption price
is 100%.
1998 Offerings
In February 1998, the Company completed offerings of 5.1 million
shares of common stock, 8% Senior Subordinated Notes due 2010,
and 4 3/4% Liquid Yield Option Notes ("1998 LYONs") (collectively
the "February 1998 Offerings"). Net proceeds from the February
1998 Offerings were $525.0 million, of which $197.5 million was
used to pay off the then outstanding balance of the Revolving
Credit Facility. The remaining proceeds are currently held in
short-term highly liquid securities.
Investing Activities
Cash flows used for investing activities were $658.3 million for
the year ended December 31, 1997 as compared to $859.3 million
for the year ended December 31, 1996 and $64.3 million for the
year ended December 31, 1995. The variations from year to year
are related to varying station acquisition activity and capital
expenditures, as described below.
Completed Acquisitions and Dispositions
During 1997, the Company completed the following: acquisitions of
86 radio stations in 33 different broadcast areas; three like-
kind exchanges, whereby the Company exchanged five stations in
three markets and net cash of $11.0 million for nine stations in
two markets; acquisition of a producer and distributor of
syndicated radio programming, research and other services; two
providers of syndicated talk radio programming; a provider of
satellite and network services for the radio broadcasting
industry, and; a provider of traffic reporting services in the
San Diego and Los Angeles, California broadcast areas. The
Company paid cash consideration for the above acquisitions of
approximately $680.2 million in 1997, in addition to
approximately $29.8 million of cash deposited in escrow in 1996.
The acquisitions were funded through: (i) net proceeds of $246.2
million from a common stock offering, (ii) net proceeds of $147.0
million from the issuance of 8 3/4% notes, (iii) borrowings under
the Credit Facility, and (iv) proceeds of approximately $93.3
million from the sale of certain investments and two radio
stations.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES, Continued
Acquisitions and Dispositions Completed Subsequent to December
31, 1997
Through March 2, 1998, the Company completed acquisitions of
eight radio stations in three existing broadcast areas and one
new broadcast area for aggregate cash consideration of
approximately $25.5 million, of which approximately $9.3 million
was placed in escrow in 1997. The Company also completed a like-
kind exchange of four radio stations in Kansas City, Missouri for
six radio stations in Dayton, Ohio. In February, the Company
completed the acquisition of two broadcast related businesses for
approximately $3.1 million in cash, plus additional contingent
cash consideration of up to $1.6 million over three years. These
acquisitions were funded through borrowings under the Revolving
Credit Facility.
Pending Acquisitions and Dispositions
In December 1997, the Company entered into a binding agreement to
purchase the assets of Nationwide Communications, Inc.'s 17 radio
stations (the "Nationwide Transaction") for $620.0 million, of
which $30.0 million was placed in escrow in 1997. The stations
are located in Dallas, Houston, Minneapolis, Phoenix, Baltimore,
San Diego, Cleveland and Columbus. The Company anticipates this
transaction will close in the second quarter of 1998.
In January 1998, the Company entered into a binding agreement to
acquire all of the stock of Chancellor Broadcasting Co.,
syndicator of Art Bell's national network radio programs, Talk
Radio Network, Inc., syndicator of 17 radio programs, and radio
station KOPE-FM in Medford, Oregon, for approximately $9.0
million.
In February 1998, the Company entered into a binding agreement with
Smith Broadcasting, Inc. to purchase a construction permit for a
new FM radio station in Vancouver, Washington for approximately
$20.7 million in cash, all of which was paid in escrow in 1998.
The Company has entered into agreements to purchase FCC licenses and
substantially all of the broadcast assets of 14 stations in nine
of the Company's existing broadcast areas and in two new
broadcast areas for a total purchase price of approximately $68.1
million in cash, of which $12.8 million has already been paid in
escrow through March 2, 1998, and to exchange the assets of one
station for another station in one broadcast area. The Company
has also entered into agreements to sell the FCC licenses and
substantially all of the broadcast assets of two radio stations
in one broadcast area for approximately $0.2 million in cash.
The Company will finance its pending acquisitions from a
combination of the net proceeds from the February 1998 Offerings
and borrowings under the Revolving Credit Facility.
Additionally, the Company has signed a letter of intent to sell
two radio stations in the San Diego broadcast area for $65.2
million upon the consummation of the Nationwide Transaction.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES, Continued
Capital Expenditures
The Company had capital expenditures of $20.0 million, $11.9
million and $5.0 million for the years ended December 31, 1997,
1996 and 1995, respectively. The Company's capital expenditures
consist primarily of broadcasting equipment purchases and tower
upgrades. Also, in 1997, the Company purchased and installed
company-wide, general ledger accounting, accounts payable, and
payroll and human resources software and related hardware
components necessary to utilize those systems.
Operating Activities
For the year ended December 31, 1997, cash flow provided by
operating activities was $56.0 million, as compared to $24.9
million for the year ended December 31, 1996 and $20.6 million
for the year ended December 31, 1995. The change is primarily
due to an increase in operating income related to acquisitions.
RESULTS OF OPERATIONS
The Year Ended 1997 Compared to The Year Ended 1996
Broadcast revenue for 1997 was $595.2 million, an increase of
$344.7 million or 137.6% from $250.5 million during 1996. This
increase resulted primarily from the revenue generated at those
properties owned or operated during 1997 but not during 1996,
including revenues generated from commercial broadcast time
received and rights fees from recently acquired syndicated
programming. On a "same station" basis - reflecting results from
stations operated for the entire twelve months of both 1997 and
1996 - broadcast revenue for 1997 was $167.5 million, an increase
of $17.7 million or 11.8% from $149.8 million for 1996.
Agency commissions for 1997 were $64.7 million, an increase of
$38.0 million or 142.3% from $26.7 million during 1996 due to the
increase in broadcast revenue. On a "same station" basis,
agency commissions for 1997 were $17.4 million, an increase of
$1.6 million or 10.1% from $15.8 million for 1996.
Broadcast operating expenses for 1997 were $356.8 million, an
increase of $205.7 million or 136.1% from $151.1 million during
1996. These expenses increased primarily as a result of expenses
incurred at those properties, including broadcast related service
businesses, owned or operated during 1997 but not during 1996.
On a "same station" basis, broadcast operating expenses for 1997
were $103.1 million, an increase of $8.2 million or 8.6% from
$94.9 million for 1996.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS, Continued
Depreciation and amortization for 1997 and 1996 was $78.5 million
and $23.4 million, respectively. The increase was due to
acquisitions during 1997 and the effects of a full year of
depreciation and amortization for those additions occurring at
various dates through 1996.
Operating income for 1997 was $81.2 million, an increase of $41.8
million or 106.1% from an operating income of $39.4 million for
1996. The increase in operating income is primarily the result
of acquisitions made at various dates in 1996 and 1997.
Interest expense for 1997 was $82.3 million, an increase of $50.1
million or 155.6% from $32.2 million for 1996. Interest expense
increased due to an increase in outstanding debt that was
incurred in connection with acquisitions.
The gain on the sale of assets in 1997 resulted primarily from
the sale of the Company's investment in News Corp. Warrants in
February 1997 and in Paxson Communications Corporation stock in
May 1997. The gain on sale of assets in 1996 resulted from the
sale of two FM radio stations in Knoxville.
Income tax expense was $9.6 million for 1997 and $7.3 million for
1996. The effective tax rate increased in 1997 due to an increase
in non-deductible goodwill resulting from acquisitions.
The Company recognized extraordinary losses of $7.5 million and
$3.0 million, net of income tax credit, in 1997 and 1996,
respectively, related to the write off of debt financing costs
due to significant amendments to the Company's Credit Facility
(See Note 7 in the Notes to Consolidated Financial Statements).
Net loss for 1997 was $4.1 million, compared to net income of
$5.1 million reported by the Company for 1996.
The Year Ended 1996 Compared to the Year Ended 1995
Broadcast revenue for 1996 was $250.5 million, an increase of
$117.4 million or 88.2% from $133.1 million during 1995. This
increase resulted from the revenue generated at those properties
owned or operated during 1996 but not during the comparable 1995
period. On a "same station" basis - reflecting results from
stations operated for the entire twelve months of both 1996 and
1995 - broadcast revenue for 1996 was $135.5 million, an increase
of $13.8 million or 11.3% from $121.7 million for 1995. This
increase resulted from an increase in advertising rates in both
local and national advertising.
Agency commissions for 1996 were $26.7 million, an increase of
$12.5 million or 87.9% from $14.2 million during 1995 due to the
increase in broadcast revenue.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS, Continued
Broadcast operating expenses for 1996 were $151.1 million, an
increase of $63.8 million or 73.1% from $87.3 million during
1995. These expenses increased as a result of expenses incurred
at those properties owned or operated during 1996 but not during
the comparable 1995 period. On a "same station" basis, broadcast
operating expenses for 1996 were $82.9 million, an increase of
$4.9 million or 6.3% from $78.0 million for 1995. This increase
resulted from increased selling, payroll and programming costs.
Depreciation and amortization for 1996 and 1995 was $23.4 million
and $9.5 million, respectively. This increase was due to the
acquisitions in 1996.
Operating income for 1996 was $39.4 million, an increase of $20.8
million or 111.4% from an operating income of $18.6 million for
1995.
Interest expense in 1996 was $32.2 million, an increase of $30.8
million from $1.4 million in 1995. Interest expense increased
due to an increase in outstanding debt that was incurred in
connection with acquisitions.
Income tax was $7.3 million for 1996 and 1995. The effective tax
rate increased in 1996 due to an increase in non-deductible
goodwill resulting from the 1996 acquisitions.
In 1996 the Company recognized an extraordinary loss of
approximately $3.0 million related to the write off of debt
financing costs.
Net income for 1996 was $5.1 million, compared to net income of
$11.0 million reported by the Company for 1995.
Year 2000 Computer System Compliance
The Year 2000 issue ("Y2K") is the result of computer programs
written with date sensitive codes that contain two digits (rather
than four) to define the year. As the year 2000 approaches,
certain computer systems may be unable to accurately process
certain date-based information as the program may interpret the
year 2000 as 1900. The Company has embarked on a project to
identify all of the potential impacts of Y2K on its business
operations and to bring all necessary business systems to full
compliance.
The Company is currently in the process of performing an
organization-wide assessment of its computer systems' compliance
with Y2K. The Company hired a third party advisor, Coopers &
Lybrand L.L.P., to assist in developing an assessment and
compliance plan. Also, the Company has hired a Y2K project
manager to oversee the implementation of the Company's Y2K plan
throughout the Company and has identified a Y2K assessment
coordinator in each broadcast area. In March 1998, the Company
began implementing its assessment methodology in each broadcast
area with a target inventory completion date of April 30, 1998.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS, Continued
Assessments to date indicate that certain equipment and software
will need to be replaced or updated to comply with Y2K.
Management believes that necessary non-compliant operating
systems will be replaced by December 1998 in conjunction with the
Company's ongoing strategic technology plan initiated in 1996.
During 1997, as a part of that strategic plan, the Company
implemented a centralized computer system, which is Y2K compliant
and includes general ledger, accounts payable, payroll and human
resources functions. All broadcast areas are currently utilizing
these standardized accounting systems. Management believes that
costs to comply with Y2K will not result in a material increase
in the Company's anticipated ongoing capital expenditures to
advance the Company's technology. The Company believes that its
Y2K compliance issues will be resolved on a timely basis and that
any related costs will not have a material impact on the
Company's operations, cash flows or financial condition of future
periods.
Recent Pronouncements
In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 130 ("SFAS 130"),
"Reporting Comprehensive Income". SFAS 130 requires the
reporting of comprehensive income in financial statements by all
entities that provide a full set of financial statements. The
term "comprehensive income" describes the total of all components
of comprehensive income including net income. The statement only
deals with reporting and display issues. It does not consider
recognition or measurement issues. The Company will implement
SFAS 130 in the first quarter of 1998.
Also in June 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 131 ("SFAS
131"), "Disclosures about Segments of an Enterprise and Related
Information". SFAS 131 provides accounting guidance for
reporting information about operating segments in annual
financial statements and requires such enterprises to report
selected information about operating segments in interim
financial reports. The statement uses a "management approach" to
identify operating segments and provides specific criteria for
operating segments. SFAS 131 is effective for the year ended
December 31, 1998 and will be required for interim periods in
1999. The Company is currently evaluating the impact SFAS 131
will have on its financial statements, if any.
Item 8. Financial Statements and Supplementary Data
Page
Report of Independent Accountants 44
Consolidated Balance Sheets: December 31, 1997 and 1996 45
Consolidated Statements of Operations:
Years ended December 31, 1997, 1996 and 1995 46
Consolidated Statements of Shareholders' Equity:
Years ended December 31, 1997, 1996 and 1995 47
Consolidated Statements of Cash Flows:
Years ended December 31, 1997, 1996 and 1995 49
Notes to Consolidated Financial Statements 51
Quarterly Financial Data 74
PART III
The information required by the following items will be included
in Jacor Communications, Inc.'s definitive Proxy Statement which
will be provided within 120 days after the end of the
Registrant's fiscal year:
Item 10 Directors and Executive Officers of the Registrant
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners and
Management
Item 13 Certain Relationships and Related Transactions
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and
Board of Directors of
Jacor Communications, Inc.
We have audited the accompanying consolidated balance sheets of
Jacor Communications, Inc. and Subsidiaries as of December 31,
1997 and 1996, and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the
three years in the period ended December 31, 1997. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Jacor Communications, Inc. and Subsidiaries
as of December 31, 1997 and 1996, and the consolidated results of
their operations and their cash flows for each of the three years
in the period ended December 31, 1997, in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
February 11, 1998
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
(In thousands, except share amounts)
1997 1996
ASSETS
Current assets:
Cash and cash equivalents $ 28,724 $ 78,137
Accounts receivable, less allowance for
doubtful accounts of $6,195 in 1997
and $3,950 in 1996 135,073 79,502
Prepaid expenses and other 33,790 8,963
Total current assets 197,587 166,602
Property and equipment, net 206,809 131,488
Intangible assets, net 2,128,718 1,290,172
Other assets 68,764 116,680
Total assets $ 2,601,878 $ 1,704,942
LIABILITIES
Current liabilities:
Accounts payable $ 17,294 $ 12,600
Accrued expenses and other 68,971 30,774
Accrued payroll 15,246 7,562
Accrued income taxes 16,738 4,596
Total current liabilities 118,249 55,532
Long-term debt 987,500 670,000
Liquid Yield Option Notes 125,300 118,682
Deferred tax liability 338,867 264,878
Other liabilities 115,611 108,914
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred Stock, authorized and unissued
4,000,000 shares - -
Common Stock, no par value, $0.01 per share
stated value; authorized 100,000,000
shares, issued and outstanding shares:
45,689,677 in 1997 and 31,287,221 in 1996 457 313
Additional paid-in capital 863,086 432,721
Common stock warrants 31,500 26,500
Unrealized gain on investments - 2,042
Retained earnings 21,308 25,360
Total shareholders' equity 916,351 486,936
Total liabilities and
shareholders' equity $ 2,601,878 $ 1,704,942
The accompanying notes are an integral
part of the consolidated financial statements.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
for the years ended December 31, 1997, 1996 and 1995
(In thousands, except per share amounts)
1997 1996 1995
Broadcast revenue $ 595,229 $ 250,461 $ 133,103
Less agency commissions 64,655 26,700 14,212
Net revenue 530,574 223,761 118,891
Broadcast operating expenses 356,783 151,065 87,290
Depreciation and amortization 78,485 23,404 9,483
Corporate general and
administrative expenses 14,093 9,932 3,501
Operating income 81,213 39,360 18,617
Interest expense (82,315) (32,244) (1,444)
Gain on sale of assets 11,135 2,539 -
Other income, net 2,971 5,716 1,092
Income before
income taxes and
extraordinary loss 13,004 15,371 18,265
Income tax expense (9,600) (7,300) (7,300)
Income before
extraordinary loss 3,404 8,071 10,965
Extraordinary loss, net
of income tax benefit (7,456) (2,966) -
Net (loss) income $ (4,052) $ 5,105 $ 10,965
Basic net (loss) income
per common share:
Before extraordinary loss $ .08 $ .32 $ .58
Extraordinary loss (.18) (.12) -
Net (loss) income
per common share $(.10) $ .20 $ .58
Diluted net (loss) income
per common share:
Before extraordinary loss $ .08 $ .30 $ .53
Extraordinary loss (.18) (.11) -
Net (loss) income
per common share $(.10) $ .19 $ .53
Number of common shares used
in Basic calculation 40,460 25,433 18,908
Number of common shares used
in Diluted calculation 42,163 26,442 20,532
The accompanying notes are an integral
part of the consolidated financial statements.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
for the years ended December 31, 1997, 1996 and 1995
(In thousands)
Common Stock Additional Common Unrealized
Shares Stated Paid-In Stock Gain on Retained
Value Capital Warrants Investments Earnings Total
- ---------------------------------------------------------------------------------------------
Balances,
December 31,
1994 19,590 $196 $139,168 $390 - $9,290 $149,044
Purchase and
retirement
of stock (1,515) (15) (21,679) - - - (21,694)
Employee stock
purchases 44 1 474 - - - 475
Exercise of
stock options 28 - 195 - - - 195
Other 10 - 90 (2) - - 88
Net income - - - - - 10,965 10,965
- ---------------------------------------------------------------------------------------------
Balances,
December 31,
1995 18,157 182 118,248 388 - 20,255 139,073
Common stock
offering 11,250 113 301,636 - - - 301,749
Employee stock
purchases 48 - 672 - - - 672
Exercise of
stock options 106 1 650 - - - 651
Conversion of
warrants 1,726 17 14,704 (374) - - 14,347
Purchase of
warrants - - (5,080) (14) - - (5,094)
Issuance of
warrants - - - 26,500 - - 26,500
Unrealized gain
on investments - - - - $2,042 - 2,042
Stock related
compensation - - 1,891 - - - 1,891
Net income - - - - - 5,105 5,105
- ---------------------------------------------------------------------------------------------
Balances,
December 31,
1996 31,287 $313 $432,721 $26,500 $2,042 $25,360 $486,936
- ---------------------------------------------------------------------------------------------
(Continued)
The accompanying notes are an integral part
of the consolidated financial statements.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
for the years ended December 31, 1997, 1996 and 1995
(In thousands)
(Continued)
Common Stock Additional Common Unrealized
Shares Stated Paid-In Stock Gain on Retained
Value Capital Warrants Investments Earnings Total
- ---------------------------------------------------------------------------------------------
Balances,
December 31,
1996 31,287 $313 $432,721 $26,500 $2,042 $25,360 $486,936
Common stock
offering 8,321 83 246,079 - - - 246,162
Stock issued for
Acquisitions 5,774 58 179,370 - - - 179,428
Employee stock
purchases 87 1 2,137 - - - 2,138
Exercise of
stock options 220 2 3,030 - - - 3,032
Issuance of
warrants - - - 5,000 - - 5,000
Sale of
investments - - - - (2,042) - (2,042)
Other - - (251) - - - (251)
Net loss - - - - - (4,052) (4,052)
- ---------------------------------------------------------------------------------------------
Balances,
December 31,
1997 45,689 $457 $863,086 $31,500 - $21,308 $916,351
The accompanying notes are an integral part
of the consolidated financial statements.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1997, 1996 and 1995
(In thousands)
1997 1996 1995
Cash flows from operating activities:
Net (loss) income $ (4,052) $ 5,105 $ 10,965
Adjustments to reconcile net (loss)
income to net cash provided by
operating activities:
Depreciation 17,836 7,661 3,251
Amortization of intangible assets 60,649 15,743 6,232
Extraordinary loss 7,456 2,966 -
Non-cash interest expense 6,618 4,327 -
Provision for bad debts
and other 1,155 1,870 1,374
Deferred income taxes (6,648) (233) (560)
Gain on sale of assets (11,135) (2,539) -
Changes in operating assets and
liabilities, net of effects
of acquisitions and disposals:
Accounts receivable (37,495) (18,626) (2,344)
Prepaid expense and other assets (9,637) (4,076) 1,029
Accounts payable 4,694 10,054 (424)
Accrued expenses and other
liabilities 26,599 2,655 1,102
Net cash provided by
operating activities 56,040 24,907 20,625
(Continued)
The accompanying notes are an integral
part of the consolidated financial statements.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1997, 1996 and 1995
(In thousands)
(Continued)
1997 1996 1995
Cash flows from investing activities:
Capital expenditures $ (19,980) $(11,852) $ (4,969)
Cash paid for acquisitions (680,206) (826,302) (34,008)
Deposits on broadcast stations (51,410) (23,608) -
Purchase of intangible assets - - (15,536)
Proceeds from sale of assets 93,263 6,595 -
Loans originated and other - (4,097) (9,827)
Net cash used by investing
activities (658,333) (859,264) (64,340)
Cash flows from financing activities:
Issuance of long-term debt 627,700 973,000 45,500
Issuance of common stock 246,161 316,726 758
Repayment of long-term debt (310,200) (471,600) -
Payment of financing costs (13,659) (27,435) -
Stock options exercised 2,272 - -
Issuance of LYONs - 115,172 -
Purchase of common stock - - (21,694)
Other 606 (806) (387)
Net cash provided by
financing activities 552,880 905,057 24,177
Net (decrease) increase in cash
and cash equivalents (49,413) 70,700 (19,538)
Cash and cash equivalents at
beginning of year 78,137 7,437 26,975
Cash and cash equivalents at
end of year $ 28,724 $ 78,137 $ 7,437
Supplemental disclosures of cash
flow information:
Cash paid for:
Interest $ 72,191 $ 5,300 $ 1,400
Income taxes $ 5,383 $ 4,992 $ 6,662
Supplemental schedule of non-cash
investing and financing activities:
Fair value of assets exchanged $ 120,000 $ 170,000 -
Liabilities assumed in acquisitions $ 120,325 $ 296,187 -
The accompanying notes are an integral
part of the consolidated financial statements.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS
Description of Business
As of December 31, 1997 the Company owned and/or operated
159 radio stations and one television station in 39
broadcast areas throughout the United States. The Company
also engages in businesses complementary to its radio and
television stations, including producing and distributing
syndicated programs, traffic reporting services for radio
and television, and research services.
Principles of Consolidation
The accompanying consolidated financial statements include
the accounts of Jacor Communications, Inc. and its
subsidiaries. All significant intercompany accounts and
transactions have been eliminated.
Revenues
Revenues for commercial broadcasting advertisements are
recognized when the commercial is broadcast. Revenues from
syndicated program fees are recognized over the term of the
contracts.
Barter Transactions
Barter transactions are reported at the estimated fair value
of the product or service received. Revenue from barter
transactions (advertising provided in exchange for goods and
services) is recognized as income when advertisements are
broadcast, and merchandise or services received are charged
to expense when received or used. If merchandise or
services are received prior to the broadcast of the
advertising, a liability (deferred barter revenue) is
recorded. If the advertising is broadcast before the
receipt of the goods or services, a receivable is recorded.
Consolidated Statements of Cash Flows
For purposes of the consolidated statements of cash flows,
the Company considers all highly liquid investments with an
original maturity of three months or less, when purchased,
to be cash equivalents. The effect of barter transactions
has been eliminated.
Concentrations of Credit Risk
Financial instruments which potentially subject the Company
to concentrations of credit risk consist principally of
temporary cash investments and accounts receivable.
Concentrations of credit risk with respect to accounts
receivable are limited due to the large number of customers
comprising the Company's customer base and their dispersion
across many different geographic areas of the country.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS, Continued
Property and Equipment
Property and equipment are stated at cost less accumulated
depreciation; depreciation is provided on the straight-line
basis over the estimated useful lives of the assets as
follows:
Land improvements 20 Years
Buildings 25 Years
Equipment 3 to 20 Years
Furniture and fixtures 5 to 12 Years
Leasehold improvements Life of lease
Intangible Assets
Intangible assets are stated at cost less accumulated
amortization; amortization is provided principally on the
straight-line basis over the following lives:
Broadcasting licenses 40 Years
Goodwill 40 Years
Contracts and other
intellectual property 3 to 25 Years
The carrying value of intangible assets is reviewed by the
Company when events or circumstances suggest that the
recoverability of an asset may be impaired. If this review
indicates that goodwill and licenses will not be
recoverable, as determined based on the undiscounted cash
flows of the entity over the remaining amortization period,
the carrying value of the goodwill and licenses will be
reduced accordingly.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and disclosure of
contingent assets and liabilities, at the dates of the
financial statements and the reported amounts of revenues
and expenses during the reporting periods. Actual results
could differ from those estimates.
Fair Value of Financial Instruments
The fair value of the Company's publicly traded debt is
based on quoted market prices. It was not practicable to
estimate the fair value of borrowings under the Company's
Credit Facility since there is no liquid market for this
debt.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS, Continued
Earnings Per Share
Basic earnings per share equals net earnings divided by the
weighted average number of common shares outstanding.
Diluted earnings per share equals net earnings divided by
the weighted average number of common shares outstanding
after giving effect to other dilutive securities.
Earnings per share calculations have been made in compliance
with Statement on Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS 128"). SFAS 128 became
effective for the fourth quarter of 1997 calculations.
Prior year calculations have been restated to reflect the
adoption of SFAS 128.
Stock Based Compensation Plans
The Company accounts for its employee and director stock
based compensation plans in accordance with APB Opinion No.
25. The Company has elected not to adopt the cost
recognition provisions of Statement of Financial Accounting
Standards No. 123, ("SFAS 123") "Accounting for Stock Based
Compensation". The Company follows only the disclosure
provisions of SFAS 123 as permitted by the statement.
Reclassifications
Certain prior year amounts have been reclassed to conform to
1997 presentation. These changes had no impact on
previously reported results of operations or shareholders'
equity.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. ACQUISITIONS
Completed 1997 Radio Station Acquisitions and Dispositions
During 1997, the Company completed acquisitions of 86 radio
stations in 33 broadcast areas for a purchase price
consisting of (i) $344.4 million in cash, of which $26.1
million was placed in escrow in 1996, (ii) the issuance of
approximately 4.3 million shares of common stock valued at
$126.8 million, and (iii) the issuance of warrants to
acquire 500,000 shares of common stock at $40 per share
valued at $5.0 million. As a result of the acquisitions,
approximately $49.8 million in goodwill was recorded by the
Company, representing acquisition costs in excess of the
fair value of identifiable tangible and intangible assets
acquired.
The Company also completed three separate like-kind
exchanges of broadcast properties, exchanging five stations
and net cash of $11.0 million, of which $3.6 million was
placed in escrow in 1996, for nine stations. The Company
sold one station in San Diego, California for $6.0 million
and one station in Lexington, Kentucky for $3.5 million.
Completed 1997 Broadcasting Services Acquisitions
In June 1997, the Company acquired by merger a company that
produces syndicated network radio programs and services
which it distributes in exchange for commercial broadcast
time that it resold to national advertisers. The total
consideration paid by the Company including payment for
certain Premiere Radio Networks, Inc. ("Premiere") warrants
and stock options, was $189.8 million, consisting of $138.8
million in cash and the issuance of 1,416,886 shares of
common stock. Approximately $104.0 million in goodwill was
recorded by the Company in conjunction with the acquisition.
In April 1997, the Company acquired substantially all of the
assets relating to the broadcast distribution and related
print and electronic media publishing businesses of Radio-
Active Media (formerly EFM Media Management), for $50.0
million in cash. Additionally, in October 1997,the Company
acquired the rights to The Dr. Laura Schlessinger Show from
Synergy Broadcasting, Inc. and the assets of Multiverse
Networks, L.L.C., a network radio sales representation firm
for $71.5 million in cash.
The Company completed the acquisition of two additional
broadcasting service companies for a purchase price of
approximately $29.0 million.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. ACQUISITIONS, Continued
Completed 1996 Radio Station Acquisitions and Exchanges
In 1996, the Company effected the following transactions:
acquired 36 radio stations and two television stations in 14
broadcast areas; acquired the right to provide programming
to and sell air time for two radio stations in one broadcast
area; exchanged via like-kind exchange one television
station for 6 radio stations in two existing broadcast areas
and one new broadcast area, and; financed the purchase of a
40% interest in a newly formed, limited liability company.
For the above transactions, the Company paid approximately
$974.0 million in cash.
All of the above acquisitions have been accounted for as
purchases. The excess cost over the fair value of net
assets acquired is being amortized over 40 years. The
results of operations of the acquired businesses are
included in the Company's financial statements since the
respective dates of acquisition. Assuming each of the 1997
and 1996 acquisitions had taken place at the beginning of
1996 and 1997, unaudited pro forma consolidated results of
operations would have been as follows:
Pro Forma (Unaudited)
Year Ended December 31,
1997 1996
Net revenue $ 591,093 $ 542,089
Net income (loss) before
extraordinary loss 403 (12,614)
Diluted income (loss) per common share $.01 ($.28)
These unaudited pro forma amounts do not purport to be
indicative of the results that might have occurred if the
foregoing transactions had been consummated on the indicated
dates.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. ACQUISITIONS, Continued
Radio Station Acquisitions Completed Subsequent to December
31, 1997
The Company completed the purchase of eight radio stations
in three existing broadcast areas and one new broadcast area
for $25.5 million in cash, and completed a like-kind
exchange of six radio stations in one broadcast area for
four radio stations in one broadcast area.
Broadcasting Services Acquisitions Completed Subsequent to
December 31, 1997
The Company acquired two radio broadcasting service
companies for $3.1 million in cash, plus additional
contingent consideration of up to $1.6 million payable over
three years.
Pending Acquisitions and Dispositions
In December 1997 the Company entered into a binding
agreement to purchase the assets of Nationwide
Communications, Inc.'s 17 radio stations (the "Nationwide
Transaction") for $620.0 million, of which $30.0 million was
placed in escrow in 1997. The stations are located in
Dallas, Houston, Minneapolis, Phoenix, Baltimore, San Diego,
Cleveland and Columbus. The Company anticipates this
transaction will close in the second quarter of 1998. The
Company has signed a letter of intent to sell two radio
stations in the San Diego broadcast area for $65.2 million
upon the consummation of the Nationwide Transaction.
In January 1998, the Company entered into a binding
agreement to acquire all of the stock of Chancellor
Broadcasting Co., syndicator of Art Bell's national network
radio programs, Talk Radio Network, Inc., syndicator of 17
radio programs, and radio station KOPE-FM in Medford,
Oregon, for approximately $9.0 million.
In February 1998, the Company entered into a binding
agreement with Smith Broadcasting, Inc. to purchase a
construction permit for a new FM radio station in Vancouver,
Washington for approximately $20.7 million in cash, all of
which was paid in escrow in 1998.
The Company has entered into agreements to purchase FCC
licenses and substantially all of the broadcast assets of 14
stations in nine of the Company's existing broadcast areas
and in two new broadcast areas for a total purchase price of
approximately $68.1 million in cash, of which $12.0 million
has already been paid in escrow through December 31, 1997,
and to exchange the assets of one station for another
station in one broadcast area. The Company has also entered
into agreements to sell the FCC licenses and substantially
all of the broadcast assets of two radio stations in one
broadcast area for approximately $0.2 million in cash.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. SUBSEQUENT OFFERINGS
In February 1998, the Company completed offerings of debt
and equity securities, as described below.
The Company completed an offering of 5,073,000 shares of
Common Stock at $50.50 per share net of underwriting
discounts of $2.02 per share (the "Stock Offering"). Net
proceeds to the Company from the Stock Offering were
approximately $245.9 million.
The Company issued $120.0 million in aggregate principal
amount at maturity of 8% Senior Subordinated Notes (the "8%
Notes") due 2010. Net proceeds to the Company were $117.1
million.
The Company issued 4 3/4% Liquid Yield Option Notes due 2018
in the aggregate principal amount at maturity of $426.9
million. Each 1998 LYON had an issue price of $391.06 and a
principal amount at maturity of $1,000. The 1998 LYONs are
convertible, at the option of the holder, at any time on or
prior to maturity, into Common Stock at a conversion rate of
6.245 shares per each 1998 LYON, for an aggregate of
approximately 2.7 million shares of common stock. Net
proceeds from the issuance of the 1998 LYONs were $161.9
million.
A portion of the net proceeds from the above transactions
was used to pay off the Revolving Credit Facility. The
remainder will be used to fund the pending acquisitions, and
are currently held in short-term, highly liquid securities.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. PROPERTY AND EQUIPMENT
Property and equipment at December 31, 1997 and 1996 consist
of the following (in thousands):
1997 1996
Land and land improvements $ 21,128 $ 14,269
Buildings 26,077 20,249
Equipment 162,885 97,491
Furniture and fixtures 19,919 7,524
Leasehold improvements 8,006 5,872
238,015 145,405
Less accumulated depreciation (31,206) (13,917)
$206,809 $131,488
5. INTANGIBLE ASSETS
Intangible assets at December 31, 1997 and 1996 consist of
the following (in thousands):
1997 1996
Broadcasting licenses $1,465,020 $ 987,953
Goodwill 404,684 250,884
Contracts and other
intellectual assets 355,668 86,489
2,225,372 1,325,326
Less accumulated amortization (96,654) (35,154)
$2,128,718 $1,290,172
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. OTHER ASSETS
The Company's other assets at December 31, 1997 and 1996
consist of the following (in thousands):
December 31, December 31,
1997 1996
News Corp Warrants $ - $ 39,800
Acquisition escrows 51,410 30,804
Marketable securities - 13,965
Other 17,354 32,111
$ 68,764 $116,680
In February 1997, the Company sold its investment in the
News Corp Warrants for $44.5 million in cash and recorded a
pretax gain of $4.7 million.
In May 1997, the Company sold its investment in Paxson
Communications Corporation stock for $20.3 million in cash
and recorded a pretax gain of $6.1 million.
JACOR COMMUNICATIONS,INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. LONG-TERM DEBT
The Company's debt obligations at December 31, 1997 and 1996
consist of the following (in thousands):
1997 1996
Credit Facility borrowings........ $567,500 $400,000
10 1/8% Senior Subordinated Notes,
due 2006....................... 100,000 100,000
9 3/4% Senior Subordinated Notes,
due 2006....................... 170,000 170,000
8 3/4% Senior Subordinated Notes,
due 2007....................... 150,000 -
$987,500 $670,000
New Credit Facility
In September 1997, the Company, through Jacor Communications
Company ("JCC"), entered into a new $1.15 billion credit
facility (the "Credit Facility") with a syndicate of banks
and other financial institutions. The Credit Facility
replaces the Company's previous credit facility entered into
in June 1996, as amended. The Credit Facility increased the
Company's borrowing capacity by $400 million and consists of
two components: (i) a revolving credit facility of up to
$750 million with a mandatory commitment reduction of $50.0
million on June 30, 2000 continuing semi-annually through
June 2003, and a final maturity date of December 31, 2004;
and (ii) a term loan of up to $400 million with a scheduled
reduction of $35.0 million on December 31, 1999 with
increasing semi-annual reductions thereafter and a final
maturity date of December 31, 2004. At December 31, 1997,
the outstanding balance of the term loan was $400.0 million.
Amounts repaid or prepaid under the Term Loan may not be
reborrowed.
The loans under the Credit Facility are guaranteed by each
of the Company's direct and indirect subsidiaries other than
certain immaterial subsidiaries. JCC's obligations under
the Credit Facility are secured by a first priority lien on
the capital stock of the Company's subsidiaries, an
assignment of all intercompany debt and of certain time
brokerage agreements, and by the guarantee of JCC's parent
company, Jacor Communications Inc. ("Jacor").
The Credit Facility bears interest at a rate that fluctuates
with an applicable margin, with a minimum applicable margin
to a maximum of 1.75%, based on the Company's ratio of total
debt to earnings before interest, taxes, depreciation and
amortization for the four consecutive fiscal quarters then
most recently ended (the "Leverage Ratio"), plus a bank base
rate or a Eurodollar base rate, as applicable. At December
31, 1997, the average interest rate on Credit Facility
borrowings was 6.60%. The Company pays interest on the
unused portion of the Revolving Credit Facility at a rate
ranging from 0.250% to 0.375% per annum, based on the
Company's Leverage Ratio.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. LONG-TERM DEBT, Continued
The Credit Facility contains covenants and provisions that
restrict, among other things, the Company's ability to: (i)
incur additional indebtedness; (ii) incur liens on its
property; (iii) make investments and advances; (iv) enter
into guarantees and other contingent obligations; (v) merge
or consolidate with or acquire another person or engage in
other fundamental changes; (vi) engage in certain sales of
assets; (vii) engage in certain transactions with
affiliates; and (viii) make restricted junior payments. The
Credit Facility also requires the satisfaction of certain
financial performance criteria (including a consolidated
interest coverage ratio, a debt-to-operating cash flow ratio
and a consolidated operating cash flow available for fixed
charges ratio) and the repayment of loans under the Credit
Facility with proceeds of certain sales of assets and debt
issuances.
In 1997 and 1996, the Company recognized extraordinary
losses of approximately $7.5 million and $3.0 million,
respectively, net of income tax credit, related to the write
off of debt financing costs due to significant amendments to
the Company's Credit Facility.
10 1/8% Senior Subordinated Notes Due 2006
Interest on the 10 1/8% Senior Subordinated Notes (the "10
1/8% Notes") is payable semi-annually. The 10 1/8% Notes
will be redeemable at the option of the Company, in whole or
in part, at any time on or after June 15, 2001. The
redemption prices commence at 105.063% and are reduced by
1.688% annually until June 15, 2004 when the redemption
price is 100%. At December 31, 1997, the market value of
the 10 1/8% Notes exceeded carrying value by approximately
$8.6 million. At December 31, 1996 the market value of the
10 1/8% Notes exceeded carrying value by approximately $3.0
million.
9 3/4% Senior Subordinated Notes Due 2006
Interest on the 9 3/4% Senior Subordinated Notes (the "9
3/4% Notes") is payable semi-annually. The 9 3/4% Notes
will be redeemable at the option of the Company, in whole or
part, at any time on or after December 15, 2001. The
redemption prices commence at 104.875% and are reduced by
1.625% annually until December 15, 2004 when the redemption
price is 100%. At December 31, 1997, the market value of
the 9 3/4% Notes exceeded carrying value by approximately
$12.1 million. At December 31, 1996 the market value of the
9 3/4% Notes exceeded carrying value by approximately $3.4
million.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. LONG-TERM DEBT, Continued
8 3/4% Senior Subordinated Notes Due 2007
In June 1997, the Company completed an offering of $150
million of its 8 3/4% Senior Subordinated Notes (the "8 3/4%
Notes"). The 8 3/4% Notes will mature on June 15, 2007.
Interest on the 8 3/4% Notes is payable semi-annually on
June 15 and December 15 of each year, commencing on December
15, 1997. The 8 3/4% Notes will be redeemable at the option
of the Company, in whole or in part, at anytime on or after
June 15, 2002. The redemption prices commence at 104.375%
and are reduced by 1.458% annually until June 15, 2005 when
the redemption price is 100%. At December 31, 1997 the
market value of the 8 3/4% Notes exceeded carrying value by
approximately $3.8 million.
The 10 1/8% Notes, 9 3/4% Notes and 8 3/4% Notes (the
"Notes") are obligations of JCC, and are jointly and
severally, fully and unconditionally guaranteed on a senior
subordinated basis by Jacor and by all of the Company's
subsidiaries (the "Subsidiary Guarantors"). JCC and each of
the Subsidiary Guarantors are wholly owned direct or
indirect subsidiaries of Jacor. Separate financial
statements of JCC and each of the Subsidiary Guarantors are
not presented because Jacor believes that such information
would not be material to investors. The direct and indirect
non-guarantor subsidiaries of Jacor are inconsequential,
both individually and in the aggregate. Additionally, there
are no current restrictions on the ability of the Subsidiary
Guarantors to make distributions to JCC, except to the
extent provided by law generally. JCC's credit facility and
the terms of the indentures governing the Notes do restrict
the ability of JCC and of the Subsidiary Guarantors to make
distributions to the Registrant.
Summarized financial information with respect to Jacor and
with respect to the Subsidiary Guarantors on a combined
basis as of December 31, 1997, 1996 and 1995 and for each of
the three years in the period ended December 31, 1997; and
with respect to JCC as of December 31, 1997 and 1996 and for
the year ended December 31, 1997 and for the period from
June 6, 1996 to December 31, 1996 is as follows:
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. LONG-TERM DEBT, Continued
Jacor _______JCC_______
1997 1996 1995 1997 1996
Operating Statement
Data (in thousands):
Net revenue - - - - -
Equity in earnings
of subsidiaries $ (1,958) $10,237 $ 10,965 $ 3,191 $11,864
Operating (loss)
income (15,387) 305 10,965 3,191 11,864
(Loss) income before
extraordinary items (4,052) 5,105 10,965 5,498 13,203
Net (loss) income (4,052) 5,105 10,965 (1,958) 10,237
Balance Sheet Data
(in thousands):
Current assets $ 1,316 $ 1,538 $ 41,203 $ 75,626
Non-current assets 1,165,970 722,918 2,122,648 1,615,504
Current liabilities 28,853 16,253 13,184 9,975
Non-current
liabilities 222,082 221,267 1,478,765 1,056,348
Shareholders' equity 916,351 486,936 671,902 273,384
Combined
Subsidiary Guarantors
1997 1996 1995
Operating Statement
Data (in thousands):
Net revenue $ 530,574 $223,761 $118,891
Equity in earnings
of subsidiaries - - -
Operating income 95,306 49,292 18,617
Income before
extraordinary items 3,191 11,864 18,617
Net income 3,191 11,864 10,965
Balance Sheet Data
(in thousands):
Current assets $ 155,068 $ 89,438
Non-current assets 2,446,810 1,615,504
Current liabilities 76,212 29,304
Non-current
liabilities 1,609,315 1,188,702
Shareholders' equity 916,351 486,936
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. LIQUID YIELD OPTION NOTES
In June 1996, the Company issued 5 1/2% Liquid Yield Option
Notes ("LYONs") due 2011 in the aggregate principal amount
at maturity of $259.9 million. Each LYON had an issue price
of $443.14 and a principal amount at maturity of $1,000. At
December 31, 1997 the accreted value of the LYONs was $125.3
million which included $6.6 million of interest accreted
during 1997. At December 31, 1996 the accreted value of the
LYONs was $118.7 million which included $3.5 million of
interest accreted during 1996.
Each LYON is convertible, at the option of the holder, at
any time on or prior to maturity, into Common Stock at a
conversion rate of 13.412 shares per LYON.
The LYONs are not redeemable by the Company prior to June
12, 2001. Thereafter, the LYONs are redeemable for cash at
any time at the option of the Company, in whole or in part,
at redemption prices equal to the issue price plus accrued
original issue discount to the date of redemption.
The LYONs will be purchased by the Company, at the option of
the holder, on June 12, 2001 and June 12, 2006, for a
purchase price of $581.25 and $762.39 (representing issue
price plus accrued original issue discount to each date),
respectively, representing a 5 1/2% yield per annum to the
holder on such date. The Company, at its option, may elect
to pay the purchase price on any such purchase date in cash
or common stock, or any combination thereof.
At December 31, 1997, the market value of the LYONs exceeded
the carrying value by approximately $64.4 million. At
December 31, 1996, the market value of the LYONs was less
than the carrying value by approximately $3.0 million.
9. CAPITAL STOCK
Warrants
In connection with a 1997 acquisition, the Company issued
warrants to acquire 500,000 shares of common stock with an
exercise price of $40 per share. The warrants expire in
February 2002.
In connection with a 1996 acquisition, the Company issued
warrants to acquire 4,400,000 shares of common stock with an
exercise price of $28 per share. The warrants expire in
September 2001.
In connection with a 1996 Stock Offering, the Company
determined that it would convert the 1,983,605 outstanding
1993 Warrants into the right to receive the Fair Market
Value (as defined) calculated to be $19.70 per Warrant.
Prior to the conversion, the Company issued 1,726,004 shares
of Common Stock with proceeds aggregating approximately
$14.3 million upon exercise of such warrants by the holders.
The Company used approximately $5.1 million of these
proceeds to fund the conversion of the remaining 1993
Warrants presented for redemption.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. STOCK BASED COMPENSATION PLANS
1993 Stock Option Plan
Under the Company's 1993 stock option plan (the "1993
Plan"), options to acquire up to 2,769,218 shares of common
stock can be granted to directors, officers and key
employees at no less than the fair market value of the
underlying stock on the date of grant. The 1993 Plan
permits the granting of non-qualified stock options
(NQSOs)as well as incentive stock options(ISOs). Between
25% and 30% of the options vest on the date of grant and
between 20% and 30% vest on each of the next three
anniversaries of the grant date. Options expire 10 years
after grant and the plan will terminate no later than
February 7, 2003. At December 31, 1997, 618 shares were
available for grant.
1997 Long-Term Incentive Stock Plan
In April 1997, the Board of Directors of the Company adopted
the 1997 Long-Term Incentive Stock Plan ("the Long-Term
Plan"). The Long-Term Plan authorizes the issuance of up to
1,800,000 shares of Common Stock pursuant to the grant or
exercise of stock options, including NQSOs and ISOs,
restricted stock, stock appreciation rights (SARs), and
certain other instruments to executive officers and other
key employees, subject to board approval and certain other
restrictions. Stock options may not be granted at less than
the fair market value of the underlying stock on the date of
grant. Twenty-five percent of the options vest on the date
of the grant and 25% vest on each of the next three
anniversaries of the grant date. Options expire 10 years
after grant. At December 31, 1997, 1,166,312 shares were
available for grant.
1997 Non-Employee Directors Stock Plan and Stock Purchase
Plan
In April 1997, the Board of Directors of the Company adopted
the 1997 Non-Employee Directors Stock Plan (the "Directors
Stock Plan"). The Directors Stock Plan authorizes the
issuance of up to 350,000 shares of
Jacor Common Stock pursuant to the grant or exercise of
NQSOs, SARs, restricted stock and other performance
instruments. Stock options may not be granted at less than
the fair market value of the underlying stock on the date of
grant. Twenty-five percent of the options vest on the date
of the grant and 25% vest on each of the next three
anniversaries of the grant date. Options expire 10 years
after grant. At December 31, 1997, 310,000 shares were
available for grant. Also, the Company adopted a stock
purchase plan for its non-employee directors authorizing the
issuance of up to 150,000 shares of Jacor common stock.
Stock may be purchased at a 15% discount from fair value and
purchases are limited to $100,000 per director in a calendar
year.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. STOCK BASED COMPENSATION PLANS, Continued
Information pertaining to the plans for the years ended
December 31, 1995, 1996 and 1997 is as follows:
Number of Weighted Average
Shares Exercise Price
1995:
Outstanding at beginning of year.. 1,351,310 $ 6.16
Granted........................... 245,000 $14.61
Exercised......................... (27,790) $ 5.81
Outstanding at end of year........ 1,568,520 $ 7.52
Exercisable at end of year........ 1,093,340 $ 6.57
Available for grant at end of year 1,092,618
1996:
Outstanding at beginning of year.. 1,568,520 $ 7.52
Granted........................... 594,500 $23.63
Exercised......................... (106,410) $ 6.10
Outstanding at end of year........ 2,056,610 $12.26
Exercisable at end of year........ 1,507,000 $ 8.68
Available for grant at end of year 523,118
1997:
Outstanding at beginning of year.. 2,056,610 $12.26
Granted........................... 1,196,188 $24.92
Exercised......................... (212,679) $11.61
Surrendered....................... (15,490) $26.71
Outstanding at end of year........ 3,024,629 $17.20
Exercisable at end of year........ 2,228,095 $13.72
Available for grant at end of year 1,476,930
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. STOCK BASED COMPENSATION PLANS, Continued
The fair value of each stock option granted is estimated on
the date of grant using the Black-Sholes option-pricing
model with the following assumptions for grants in 1997,
1996 and 1995, respectively: risk-free interest rates are
different for each grant and range from 5.24% to 6.51%; the
expected lives of options are 5 years; and volatility of
approximately 35% for all grants. A summary of the fair
value of options granted in 1997, 1996 and 1995 follows:
1997 1996 1995
Weighted-average fair value of
options granted at-the-money $12.26 $ 9.42 $ 5.70
Weighted-average fair value of
options granted at a premium - $ 8.46 $ 5.33
Weighted-average fair value of
options granted at a discount $28.15 - -
Weighted-average fair value of all
options granted during the year $16.29 $ 9.07 $ 5.44
The options granted at a discount in 1997 were related to
approximately 304,000 options outstanding to purchase
Premiere common stock, which were converted to equivalent
Jacor NQSOs at the time of the merger.
The following table summarizes information about stock
options outstanding at December 31, 1997:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
Weighted Weighted Weighted
Range of Number Average Average Number Average
Exercise Outstanding Remaining Exercise Exercisable Exercise
Prices at 12/31/97 Life Price at 12/31/97 Price
$5.74 to $9.65 1,239,865 5.44 $ 6.29 1,239,865 $ 6.29
$12.70 to $19.96 356,641 7.91 $15.94 299,341 $15.89
$21.25 to $30.66 1,379,123 9.02 $26.53 676,638 $25.84
$37.25 to $45.94 49,000 9.56 $39.57 12,250 $39.80
$ 5.74 to $45.94 3,024,629 7.43 $17.20 2,228,095 $13.72
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. STOCK BASED COMPENSATION PLANS, Continued
Employee Stock Purchase Plan
Under the 1995 Employee Stock Purchase Plan, the Company is
authorized to issue up to 700,000 shares of common stock to
its full-time and part-time employees, all of whom are
eligible to participate. Under the terms of the Plan,
employees can choose each year to have up to 10 percent of
their annual base earnings withheld to purchase the
Company's common stock. The purchase price of the stock is
85% of the lower of its beginning-of-period or end-of-period
market price. Under the Plan, the Company sold 74,767
shares for approximately $23.27 per share and 12,376 shares
for approximately $32.19 per share in 1997, 47,232 shares
for $14.24 per share in 1996 and 43,785 shares for $10.84
per share in 1995. The fair market value of the right to
acquire common stock under the Stock Purchase Plan was $8.40
per share granted on January 1 and $9.80 per share granted
on July 1 in 1997, $4.81 per share in 1996 and $3.71 per
share in 1995.
Had the compensation cost for the Company's stock-based
compensation plans been determined consistent with SFAS 123,
the Company's net income (loss) and net income (loss) per
common share for 1997, 1996 and 1995 would approximate
amounts below (in thousands, except per share amounts):
1997 1996 1995
Net (loss)income:
As reported $ (4,052) $ 5,105 $10,965
Pro forma $(10,691) $ 3,826 $10,398
Diluted net (loss)income per
common share:
As reported $ (0.10) $ 0.19 $ 0.52
Pro forma $ (0.25) $ 0.14 $ 0.50
In 1996, the Company recorded compensation expense of
approximately $1.9 million related to stock units issued to
officers and directors and stock options issued to non-
employees of the Company. The expense related to the stock
units was equal to the fair value of the stock for which the
units can be converted into on the date of grant. The fair
value of the options was determined using the Black-Sholes
option pricing model and the following assumptions: risk-
free interest rate of 5.79%; expected life of 5 years; and
volatility of approximately 35%. The options were 100%
vested on the date of grant.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. INCOME TAXES
Income tax expense for the years ended December 31, 1997,
1996 and 1995 is summarized as follows (in thousands):
Federal State Total
1997:
Current $13,200 $ 3,000 $16,200
Deferred (5,400) (1,200) (6,600)
7,800 1,800 9,600
Tax benefit from
extraordinary loss (4,000) (900) (4,900)
$ 3,800 $ 900 $ 4,700
1996:
Current $ 6,185 $1,348 $7,533
Deferred (185) (48) (233)
6,000 1,300 7,300
Tax benefit from
extraordinary loss (1,631) (346) (1,977)
$ 4,369 $ 954 $5,323
1995:
Current $ 6,600 $1,260 $7,860
Deferred (500) (60) (560)
$ 6,100 $1,200 $7,300
The provisions for income tax differ from the amount
computed by applying the statutory federal income tax rate
due to the following:
1997 1996 1995
Federal income tax at
the statutory rate $ 5,173 $ 5,627 $ 6,393
Amortization not deductible 3,449 1,262 606
State income taxes, net of any
current federal income tax
benefit 589 620 780
Other 389 (209) (479)
$ 9,600 $ 7,300 $ 7,300
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. INCOME TAXES, continued
The tax effects of the significant temporary differences
which comprise the deferred tax liability at December 31,
1997, 1996 and 1995 are as follows:
1997 1996 1995
Deferred tax assets:
Accrued expenses and
reserves $ (7,479) $(11,104) $(1,992)
Net operating loss
carryforwards (11,461) (12,000) -
Other (4,047) (2,098) (142)
(22,987) (25,202) (2,134)
Deferred tax liabilities:
Property and equipment 35,614 32,427 12,208
Intangibles 326,240 257,653 (1,457)
361,854 290,080 10,751
Net liability $338,867 $264,878 $ 8,617
At December 31, 1997 the Company had net operating loss
carryforwards of $28,653. The loss carryforwards expire in
the years 2008 through 2011 if not used.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. COMMITMENTS AND CONTINGENCIES
Lease and Contractual Obligations
The Company and its subsidiaries lease certain land and
facilities used in their operations. The Company also has
various employment agreements with broadcast personalities
that provide base compensation. Future minimum payments
under leases and employment agreements as of December 31,
1997 are payable as follows (in thousands):
1998 $18,122
1999 15,674
2000 11,328
2001 7,538
2002 4,799
Thereafter 9,980
$67,441
Rental expense was approximately $8,010, $3,996 and $3,471
for the years ended December 31, 1997, 1996 and 1995,
respectively.
Legal Proceedings
From time to time, the Company becomes involved in various
claims and lawsuits that are incidental to its business. In
the opinion of the Company's management, there are no
material legal proceedings pending against the Company.
13. RETIREMENT PLAN
The Company maintains a defined contribution retirement plan
covering substantially all employees who have met
eligibility requirements. The Company matches participating
employee contributions at a rate of 50% of the employee's
first 4% contributed, up to $160,000 of annual compensation.
Total expense related to this plan was $1,977,052, $756,618
and $334,253 in 1997, 1996 and 1995, respectively.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. EARNINGS PER SHARE
The following is a reconciliation of the numerators and
denominators of the basic and diluted Earnings Per Share
("EPS") computations for income before extraordinary items
for the years ended December 31, as follows (in thousands
except per share amounts):
1997 1996 1995
Net income before
extraordinary item $ 3,404 $ 8,071 $10,965
Weighted average
shares - basic 40,460 25,433 18,908
Effect of dilutive
securities:
Stock options 996 658 413
Warrants 357 - 911
Other 350 351 300
Weighted average
shares - diluted 42,163 26,442 20,532
Basic EPS $ .08 $ .32 $ .58
Diluted EPS $ .08 $ .30 $ .53
The Company's LYONs can be converted into approximately 3.5
million shares of Jacor common stock at the option of the
holder. Assuming conversion of the LYONs as of January 1,
1997 and 1996 would result in an increase in per share
amounts before extraordinary items, therefore, the LYONs are
not included in the computation of diluted EPS.
In February 1998, the Company completed an offering of 5.1
million shares of common stock and Liquid Yield Option Notes
which can be converted into approximately 2.7 million shares
of common stock at the option of the holder.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 130
("SFAS 130"), "Reporting Comprehensive Income". SFAS 130
requires the reporting of comprehensive income in financial
statements by all entities that provide a full set of
financial statements. The term "comprehensive income"
describes the total of all components of comprehensive
income including net income. The statement only deals with
reporting and display issues. It does not consider
recognition or measurement issues. The Company will
implement SFAS 130 in the first quarter of 1998.
Also in June 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 131
("SFAS 131") "Disclosures about Segments of an Enterprise
and Related Information". SFAS 131 provides accounting
guidance for reporting information about operating segments
in annual financial statements and requires such enterprises
to report selected information about operating segments in
interim financial reports. The statement uses a "management
approach" to identify operating segments and provides
specific criteria for operating segments. SFAS 131 is
effective for the year ended December 31, 1998 and will be
required for interim periods in 1999. The Company is
currently evaluating the impact SFAS 131 will have on its
financial statements, if any.
Supplementary Data
Quarterly Financial Data
for the years ended December 31, 1997 and 1996 (Unaudited)
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
1997
Net revenue $ 88,828 $ 135,553 $ 144,560 $ 161,633 $ 530,574
Operating income 5,392 24,179 25,520 26,122 81,213
Net (loss) income before
extraordinary loss (2,584) 4,145 483 4,460 3,404
Net (loss) income (8,140) 4,145 (1,417) 1,360 (4,052)
Basic net (loss)
income per
common share: (1)(2)
Before extraordinary
loss (0.08) 0.ll 0.01 0.03 0.08
Extraordinary loss (0.17) 0.00 (0.04) 0.00 (0.18)
Basic net (loss)
income per
common share (0.25) 0.11 (0.03) 0.03 (0.10)
Diluted net (loss) income
per common share: (1)(2)
Before extraordinary
loss (0.08) 0.10 0.01 0.03 0.08
Extraordinary loss (0.17) 0.00 (0.04) 0.00 (0.18)
Diluted net (loss)
income per
common share (0.25) 0.10 (0.03) 0.03 (0.10)
Quarterly Financial Data
for the years ended December 31, 1997 and 1996 (Unaudited),
Continued
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
1996
Net revenue $ 30,074 $ 43,120 $ 54,326 $ 96,241 $ 223,761
Operating income 2,544 9,372 9,229 18,215 39,360
Net income before
extraordinary loss 1,842 3,761 2,100 368 8,071
Net income 891 3,761 85 368 5,105
Basic net income per
common share: (1)(2)
Before extraordinary
loss 0.10 0.18 0.07 0.01 0.32
Extraordinary loss (0.05) 0.00 (0.06) 0.00 (0.12)
Basic net income per
common share 0.05 0.18 0.01 0.01 0.20
Diluted net income per
common share: (1)(2)
Before extraordinary
loss 0.09 0.17 0.06 0.01 0.30
Extraordinary loss (0.05) 0.00 (0.06) 0.00 (0.11)
Diluted net income
per common share 0.04 0.17 0.00 0.01 0.19
[FN]
NOTES:
(1) Earnings per share calculations have been made in
accordance with Statement on Financial Accounting Standards No.
128 "Earnings Per Share", ("SFAS 128"). SFAS 128 became
effective for fourth quarter 1997 calculations. Prior quarter
and prior year calculations have been restated to reflect the
adoption of SFAS 128.
(2) The sum of the quarterly net income (loss) per share
amounts does not equal the annual amount reported as per share
amounts are computed independently for each quarter.
Item 14. Exhibits, Financial Statements Schedules and Reports on
Form 8-K
(a) List of Documents filed as part of this Report:
(1) Financial Statements
The financial statements of the Company as set forth
under Item 8 of this Report on Form 10-K.
(2) Exhibits
See Exhibit Index.
(b) Reports on Form 8-K
The following Forms 8-K were filed during the fourth quarter
of 1997:
1. Form 8-K dated November 4, 1997. This Form 8-K
described the Company's signing of a letter of intent
to purchase the assets of 17 radio stations from
Nationwide Communications, Inc. and its affiliated
entities for a purchase price of $620.0 million, as
well as certain other immaterial Company transactions
involving the acquisition and disposition of radio
stations.
2. Form 8-K dated November 24, 1997. This Form 8-K
included the audited historical financial statements of
Archon Communications, Inc., WN Broadcasting Corp. and
Multiverse Acquisition Corp. The Company filed these
financial statements because the financial statements
of the subsidiaries acquired or formed in connection
with the related immaterial acquisitions by the Company
were not part of the Company's historical audited
consolidated financial statements, but were required to
be filed in conjunction with these new subsidiaries'
guarantees of certain debt securities that might
subsequently be offered by the Company pursuant to its
omnibus shelf registration previously filed with the
Commission.
The following Forms 8-K were filed during the first quarter
of 1998 through the date hereof:
1. Form 8-K dated January 5, 1998. This Form 8-K
described the Company's entering into of a definitive
agreement to purchase the assets of 17 radio stations
from Nationwide Communications, Inc. and its affiliated
entities for a purchase price of $620.0 million. This
Form 8-K was subsequently amended in a January 21, 1998
filing with the Commission to include the historical
audited financial statements of Nationwide
Communications and the unaudited pro forma financial
statements reflecting the financial statement effect of
such acquisition on the Company. The January 21, 1998
amendment also disclosed the Company's filing of its
preliminary prospectus supplements relating to its
proposed public offerings of common stock, liquid yield
option notes and senior subordinated notes.
Item 14. Exhibits, Financial Statements Schedules and Reports on
Form 8-K, Continued
2. Form 8-K dated February 4, 1998. This Form 8-K
described the Company's filing of its definitive
prospectus supplements relating to the offer for sale
of 5,073,000 shares of common stock in an underwritten
public offering, of $426,917,000 aggregate principal
amount at maturity of liquid yield option notes due
2018 and of $120.0 million in aggregate principal
amount at maturity of 8% Senior Subordinated Notes due
2011. This Form 8-K was subsequently amended in a
February 20, 1998 filing with the Commission to revise
certain exhibits to the initial filing reflecting the
total amount of each security sold in the three public
offerings.
JACOR COMMUNICATIONS, INC, AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
JACOR COMMUNICATIONS, INC.
(The Company)
Date March 27, 1998 By R. Christopher Weber
R. Christopher Weber,
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Company and in the capacities and on the dates
indicated.
Date March 27, 1998 Randy Michaels
Randy Michaels,
Chief Executive Officer, Director
(Principal Executive Officer)
Date March 27, 1998 Robert L. Lawrence
Robert L. Lawrence,
President and Director
Date March 27, 1998 Sam Zell
Sam Zell,
Chairman and Director
Date March 27, 1998 Sheli Z. Rosenberg
Sheli Z. Rosenberg,
Vice Chair and Director
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
SIGNATURES, Continued
Date March 27, 1998 Peter C.B. Bynoe
Peter C.B. Bynoe
Director
Date March 27, 1998 John W. Alexander
John W. Alexander,
Director
Date March 27, 1998 Rod F. Dammeyer
Rod F. Dammeyer,
Director
Date March 27, 1998 F. Philip Handy
F. Philip Handy,
Director
Date March 27, 1998 Marc Lasry
Marc Lasry,
Director
Date March 27, 1998 Mary Agnes Wilderotter
Mary Agnes Wilderotter
Director
Date March 27, 1998 R. Christopher Weber
R. Christopher Weber
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
INDEX TO EXHIBITS
Exhibit Description of Exhibit Sequentially
Number Numbered
Page
2.1 Agreement and Plan of Merger dated as of
October 8, 1996 ("Regent Merger Agreement") *
between Jacor Communications, Inc. ("Jacor")
and Regent Communications, Inc. (omitting
schedules and exhibits not deemed material).
Incorporated by reference to Exhibit 2.1 to
Jacor's Current Report on Form 8-K dated
October 23, 1996, as amended.
2.2 Warrant Agreement dated as of February 27, *
1997 between Jacor and KeyCorp Shareholder
Services, Inc., as warrant agent.
Incorporated by reference to Exhibit 2.2 to
Jacor's Current Report on Form 8-K dated May
5, 1997, as amended.
2.3 Registration Rights Agreement dated as of *
October 8, 1996 among Jacor and the parties
listed in Schedule I thereto (included as
Exhibit I to Regent Merger Agreement).
Incorporated by reference to Exhibit 2.4 to
Jacor's Current Report on Form 8-K dated
October 23, 1996, as amended.
2.4 Agreement and Plan of Merger dated *
February 12, 1996 among Citicasters Inc.
("Citicasters"), Jacor and JCAC, Inc.
Incorporated by reference to Exhibit 2.1 to
Jacor's Current Report on Form 8-K dated
February 27, 1996, as amended.
2.5 Warrant Agreement dated as of September 18, *
1996 between Jacor and KeyCorp Shareholder
Services, Inc., as warrant agent.
Incorporated by reference to Exhibit 4.1 to
Jacor's Current Report on Form 8-K dated
October 3, 1996.
2.6 Supplemental Agreement dated as of *
September 18, 1996 between Jacor and KeyCorp
Shareholder Services, Inc., as warrant
agent. Incorporated by reference to
Exhibit 4.2 of Jacor's Current Report on
Form 8-K dated October 3, 1996.
2.7 Registration Rights Agreement dated as of *
August 5, 1996 among Jacor, JCAC, Inc.,
Great American Insurance Company, American
Financial Corporation, American Financial
Enterprises, Inc., Carl H. Lindner, The
Carl H. Lindner Foundation, and S. Craig
Lindner. Incorporated by reference to
Exhibit 2.22 to Jacor's Post-Effective
Amendment No. 1 on Form S-3 to Form S-4
(File No. 333-6639).
2.8 Stock Purchase and Stock Warrant Redemption *
Agreement dated as of February 20, 1996
among Jacor, Prudential Venture
Partners II, L.P., Northeast Ventures, II,
John T. Lynch, Frank A. DeFrancesco,
Thomas R. Jiminez, William R. Arbenz, CIHC,
Incorporated, Bankers Life Holding
Corporation and Noble Broadcast Group, Inc.
("Noble") (omitting exhibits not deemed
material or filed separately in executed
form). Incorporated by reference to
Exhibit 2.1 to Jacor's Current Report on
Form 8-K dated March 6, 1996, as amended.
2.9 Investment Agreement dated as of *
February 20, 1996, among Jacor, Noble and
the Class B Stockholders (omitting exhibits
not deemed material). Incorporated by
reference to Exhibit 2.2 to Jacor's Current
Report on Form 8-K dated March 6, 1996, as
amended.
2.10 First Amendment to Stock Purchase and Stock *
and Warrant Purchase Agreement dated as of
February 20, 1996 by and among the Company,
Prudential Venture Partners II, LP,
Northeast Ventures II, John T. Lynch, Frank
A. DeFrancesco, Thomas R. Jiminez, William
R. Arbenz, CIHC Incorporated, Bankers Life
Holding Corporation and Noble Broadcast
Group, Inc., dated as of July 8, 1996 by and
among the Company, Noble Broadcast Group,
Inc., Lynch, DeFrancesco, Jiminez, Arbenz
and Phillip H. Banks, as trustee.
Incorporated by reference to Exhibit 2.1 to
Jacor's Current Report on Form 8-K dated May
5, 1997, as amended.
2.11 Second Amendment to Stock Purchase and Stock *
and Warrant Purchase Agreement dated as of
February 20, 1996 by and among the Company,
Prudential Venture Partners II, LP,
Northeast Ventures II, John T. Lynch, Frank
A. DeFrancesco, Thomas R. Jiminez, William
R. Arbenz, CIHC Incorporated, Bankers Life
Holding Corporation and Noble Broadcast
Group, Inc., dated as of December 20, 1996
by and among the Company, Noble Broadcast
Group, Inc., Lynch, DeFrancesco, Jiminez,
Arbenz and Phillip A. Banks, as trustee.
Incorporated by reference to Exhibit 2.2 to
Jacor's Current Report on Form 8-K dated May
5, 1997, as amended.
2.12 Asset Exchange Agreement dated as of *
September 26, 1996 between Citicasters Co.
and Pacific and Southern Company, Inc.
(omitting schedules and exhibits not deemed
material). Incorporated by reference to
Exhibit 2.1 to Jacor's Current Report on
Form 8-K dated October 11, 1996.
2.13 Asset Purchase Agreement dated as of March *
17, 1997 among JCC, EFM Programming, Inc.,
EFM Media Management, Inc., EFM Publishing,
Inc. and PAM Media, Inc. Incorporated by
references to Exhibit 2.1 to Jacor's Current
Report on Form 8-K dated March 21, 1997, as
amended.
2.14 Agreement and Plan of Merger dated as of *
April 7, 1997 among Jacor, Jacor
Communications Company ("JCC"), PRN Holding
Acquisition Corp. and Premier Radio
Networks, Inc. (omitting schedules and
exhibits not deemed material). Incorporated
by reference to Exhibit 2.1 to Jacor's
Current Report on Form 8-K dated April 8,
1997, as amended.
2.15 Shareholders' Agreement dated as of April 7, *
1997 by and among Jacor, JCC, Archon
Communications, Inc. ("Archon"), the
stockholders of Archon and certain
shareholders of Premiere (omitting schedules
and exhibits not deemed material).
Incorporated by reference to Exhibit 2.2 to
Jacor's Current Report on Form 8-K dated
April 8, 1997, as amended.
2.16 Stock Purchase Agreement dated as of April *
7, 1997 among Jacor, JCC, Archon
Communications Partners LLC and News America
Holdings Incorporated (omitting schedules
and exhibits not deemed material).
Incorporated by reference to Exhibit 2.3 to
Jacor's Current Report on Form 8-K dated
April 8, 1997, as amended.
2.17 Purchase Agreement dated June 11, 1997, by *
and among JCC, Jacor, the Subsidiary
Guarantors named therein (the "Subsidiary
Guarantors"), Donaldson, Lufkin & Jenrette
Securities Corporation, Chase Securities,
Inc., and Merrill Lynch, Pierce, Fenner &
Smith Incorporated. Incorporated by
reference to Exhibit 2.1 to Jacor's Current
Report on Form 8-K dated June 26, 1997, as
amended.
2.18 Registration Rights Agreement dated June 17, *
1997 among JCC, Jacor, the Subsidiary
Guarantors, Donaldson, Lufkin & Jenrette
Securities Corporation, Chase Securities,
Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated. Incorporated by
reference to Exhibit 4.2 to Jacor's Current
Report on Form 8-K dated June 26, 1997, as
amended.
2.19 Agreement of Sale dated December 19, 1997 by *
and among Nationwide Mutual Insurance
Company, Employers Insurance of Wausau,
Nationwide Communications, Inc., San Diego
Lotus Corp., The Beak and Wire Corporation,
Citicasters Co. and Jacor Communications
Company (omitting schedules and exhibits not
deemed material). Incorporated by reference
to Exhibit 2.1 to Jacor's Current Report on
Form 8-K dated January 5, 1998, as amended.
3.1 Articles of Incorporation of Jacor. *
Incorporated by reference to Exhibit 5 to
Jacor's Form 8-A dated February 13, 1997.
3.2 Bylaws of Jacor. Incorporated by reference *
to Exhibit 6 to Jacor's Form 8-A dated
February 13, 1997.
4.1 Indenture dated as of December 17, 1996 *
between Jacor Communications Company ("JCC")
Jacor, the Subsidiary Guarantors named
therein and The Bank of New York for JCC's 9
34% Senior Subordinated Notes due 2006 and
Jacor's and the Subsidiary Guarantors'
Guaranty thereof. Incorporated by reference
to Exhibit 4.11 to Jacor's Form S-3
Registration Statement (File No. 333-19291).
4.2 Indenture dated as of June 12, 1996 between *
Jacor and The Bank of New York for Jacor's
Liquid Yield Option Notes Due 2011.
Incorporated by reference to Exhibit 4.23 to
Jacor's Form S-4 Registration Statement
(File No. 333-6639).
4.3 Indenture dated as of June 12, 1996 among *
Jacor, JCAC, Inc. and First Trust of
Illinois, National Association for
JCAC, Inc.'s 10 18% Senior Subordinated
Notes due 2006 and Jacor's Guaranty thereof.
Incorporated by reference to Exhibit 4.24 to
Jacor's Form S-4 Registration Statement
(File No. 333-6639).
4.4 Indenture dated as of June 17, 1997 between *
JCC, Jacor, the Subsidiary Guarantors named
therein and The Bank of New York for JCC's
8_% Senior Subordinated Notes due 2007 and
Jacor's and the Subsidiary Guarantors'
Guaranty thereof. Incorporated by reference
to Exhibit 4.1 to Jacor's Current Report on
Form 8-K/A dated June 26, 1997.
4.5 Security Agreement dated as of June 12, 1996 *
by and between JCAC, Inc. and Chemical Bank
as Administrative Agent. Incorporated by
reference to Exhibit 4.28 to Jacor's
Form S-4 Registration Statement (File
No. 333-6639).
4.6 Pledge Agreement dated as of June 12, 1996 *
by and between Jacor and Chemical Bank, as
Administrative Agent for the Agents (as
defined in the Credit Agreement), the
Lenders and any Interest Rate Hedge
Providers. Incorporated by reference to
Exhibit 4.30 to Jacor's Form S-4
Registration Statement (File No. 333-6639).
4.7 Effectiveness Agreement dated as of *
September 16, 1997 among JCC, the Lenders
named therein (the "Lenders"), the Chase
Manhattan Bank, as Administrative Agent,
Banque Paribas, as Documentation Agent, and
Bank of America Illinois, as Syndication
Agent (omitting schedules and exhibits not
deemed material). Incorporated by reference
to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated September 30, 1997.
4.8 Credit Agreement dated as of June 12, 1996 *
as Amended and Restated as of February 14,
1997 and as Further Amended and Restated as
of September 16, 1997 among JCC, the
Lenders, Bank of America National Trust and
Savings Association (as successor by merger
to Bank of America Illinois), as Syndication
Agent, Banque Paribas, as Documentation
Agent, and the Chase Manhattan Bank, as
Administrative Agent (omitting schedules and
exhibits not deemed material) (included as
Exhibit A to Effectiveness Agreement)
("Restated Credit Agreement"). Incorporated
by reference to Exhibit 4.2 to the Company's
Current Report on Form 8-K dated September
30, 1997.
4.9 Parent Guaranty dated as of June 12, 1996 *
and as Amended and Restated as of September
16, 1997, by the Company in favor of The
Chase Manhattan Bank, as Administrative
Agent for the Agents, the Lenders and any
Interest Rate Hedge Providers (each as
defined in the Restated Credit Agreement).
Incorporated by reference to Exhibit 4.3 to
the Company's Current Report on Form 8-K
dated September 30, 1997.
4.10 Reaffirmation Agreement dated as of *
September 16, 1997 between The Chase
Manhattan Bank, as Administrative Agent for
the benefit of the Agents, the Issuing
Banks, the Lenders and any Interest Rate
Hedge Providers (each as defined in the
Restated Credit Agreement), the Company, JCC
and each subsidiary of JCC. Incorporated by
reference to Exhibit 4.4 to the Company's
Current Report on Form 8-K dated September
30, 1997.
4.11 First Supplemental Indenture Dated as of *
September 16, 1997 (Supplemental to
Indenture Dated as of June 12, 1996) between
JCC, the Company and First Trust National
Association for JCC's 10_% Senior
Subordinated Notes due 2006 and Jacor's
Guaranty thereof. Incorporated by reference
to Exhibit 4.5 to the Company's Current
Report on Form 8-K dated September 30, 1997.
4.12 First Supplemental Indenture Dated as of *
September 16, 1997 (Supplemental to
Indenture Dated as of December 17, 1996)
between JCC, the Company, the Subsidiary
Guarantors named therein, and The Bank of
New York for JCC's 9_% Senior Subordinated
Notes due 2006 and the Company's and the
Subsidiary Guarantors' Guaranty thereof.
Incorporated by reference to Exhibit 4.6 to
the Company's Current Report on Form 8-K
dated September 30, 1997.
4.13 First Supplemental Indenture Dated as of *
September 16, 1997 (Supplemental to
Indenture Dated as of June 17, 1997) between
JCC, the Company, the Subsidiary Guarantors
named therein, and The Bank of New York for
JCC's 8_% Senior Subordinated Notes due 2007
and Jacor's and the Subsidiary Guarantors'
Guaranty thereof. Incorporated by reference
to Exhibit 4.7 to the Company's Current
Report on Form 8-K dated September 30, 1997.
4.14(#) Stock Option Agreement dated as of June 23, *
1993 between Jacor and Rod F. Dammeyer
covering 10,000 shares of Jacor's common
stock. (1) Incorporated by reference to
Exhibit 4.3 to Jacor's Quarterly Report on
Form 10-Q dated August 13, 1993.
4.15(#) Stock Option Agreement dated as of *
December 15, 1994 between Jacor and Rod F.
Dammeyer covering 5,000 shares of Jacor's
common stock. (2) Incorporated by reference
to Exhibit 4.23 to Jacor's Quarterly Report
on Form 10-Q dated August 13,1993.
10.1(+) Employment Agreement dated February 20, 1996 *
by and between Noble Broadcast Group, Inc.
and John T. Lynch, as assumed by the
Registrant effective July 15, 1996.
Incorporated by reference to Exhibit 10.1 to
Jacor's Quarterly Report on Form 10-Q dated
November 14, 1996, as amended.
10.2(+) First Amendment to Employment Agreement *
dated as of December 20, 1996 between the
Company and John T. Lynch. Incorporated by
reference to Exhibit 10.1 to Jacor's Current
Report on Form 8-K dated May 5, 1997, as
amended.
10.3(+) Employment Agreement dated February 20, 1996 *
by and between Noble Broadcast Group, Inc.
and Frank A. DeFrancesco, assumed by the
Registrant effective July 15, 1996.
Incorporated by reference to Exhibit 10.2 to
Jacor's Quarterly Report on Form 10-Q dated
November 14, 1996, as amended.
10.4(+) Consulting Agreement dated as of December *
20, 1996 between the Company and John T.
Lynch. Incorporated by reference to Exhibit
10.2 to Jacor's Current Report on Form 8-K
dated May 5, 1997, as amended.
10.5(+) First Amendment to Employment Agreement *
dated as of December 20, 1996 between the
Company and Frank A. DeFrancesco.
Incorporated by reference to Exhibit 10.3 to
Jacor's Current Report on Form 8-K dated May
5, 1997, as amended.
10.6(+) Employment Agreement dated as of January 17, *
1997 between the Company and Paul F.
Solomon. Incorporated by reference to
Exhibit 10.4 to Jacor's Current Report on
Form 8-K dated May 5, 1997, as amended.
10.7(+) First Amendment to First Amendment to *
Employment Agreement dated as of December
20, 1996 between the Company and Frank A.
DeFrancesco. Incorporated by reference to
Exhibit 10.5 to Jacor's Current Report on
Form 8-K dated May 5, 1997, as amended.
10.8(+) Jacor Communications, Inc. 1993 Stock Option *
Plan. Incorporated by reference to Exhibit
99 to Jacor's Quarterly Report on Form 10-Q
dated August 13, 1993.
10.9(+) Jacor Communications, Inc. Executive Stock *
Unit Plan effective as of November 7, 1996.
10.10(+ Jacor Communications, Inc. 1996 Non-Employee *
) Directors Stock Units.
10.11(+ Jacor Communications, Inc. 1995 Employee *
) Stock Purchase Plan, as amended and restated
as of January 1, 1997. Incorporated by
reference to Annex 1 to Jacor's Proxy
Statement on Schedule 14A relating to its
May 28, 1997 Annual Meeting of Stockholders.
10.12(+ Jacor Communications, Inc. 1997 Long-Term *
) Incentive Stock Plan. Incorporated by
reference to Annex 2 to Jacor's Proxy
Statement on Schedule 14A relating to its
May 28, 1997 Annual Meeting of Stockholders.
10.13(+ Jacor Communications, Inc. 1997 Short-Term *
) Incentive Stock Plan. Incorporated by
reference to Annex 3 to Jacor's Proxy
Statement on Schedule 14A relating to its
May 28, 1997 Annual Meeting of Stockholders.
10.14(+ Jacor Communications, Inc. 1997 Non-Employee *
) Director Stock Purchase Plan. Incorporated
by reference to Annex 4 to Jacor's Proxy
Statement on Schedule 14A relating to its
May 28, 1997 Annual Meeting of Stockholders.
10.15(+ Jacor Communications, Inc. 1997 Non-Employee *
) Directors Stock Plan. Incorporated by
reference to Annex 5 to Jacor's Proxy
Statement on Schedule 14A relating to its
May 28, 1997 Annual Meeting of Stockholders.
21 Subsidiaries of Registrant. 88
23.1 Consent of Independent Accountants. 91
27 Financial Data Schedules. 92
__________________
(*) Incorporated by reference as indicated.
(+) Management Contracts and Compensatory Arrangements.
(1) Identical documents were entered into with John W. Alexander,
F. Philip Handy and Marc Lasry.
(2) Identical documents were entered into with John W. Alexander,
F. Philip Handy, Marc Lasry and Sheli Z. Rosenberg. An
additional grant of 5,000 stock options was made to each of
these five individuals in February 1996 pursuant to
substantially identical documents.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
EXHIBIT 21
The following is a list of the subsidiaries of the Company as of
December 31, 1997. All of these subsidiaries are included in the
Consolidated Financial Statements which are a part of this report.
Percentage
State of of Equity
Name of Company Relationship Incorporation Ownership
Jacor Broadcasting
Corporation Subsidiary Ohio 100%
Broadcast Finance, Inc. Subsidiary Ohio 100%
Jacor Broadcasting
of Florida, Inc. Subsidiary Florida 100%
Jacor Broadcasting
of Atlanta, Inc. Subsidiary Georgia 100%
Jacor Broadcasting
of Colorado, Inc. Subsidiary Colorado 100%
NSN Network Services,
LTD. Subsidiary Delaware 100%
Jacor Broadcasting
of Tampa Bay, Inc. Subsidiary Florida 100%
Jacor Cable, Inc. Subsidiary Kentucky 100%
Jacor Broadcasting
of San Diego, Inc. Subsidiary Delaware 100%
JBSL, Inc. Subsidiary Missouri 100%
Jacor Broadcasting
of Sarasota, Inc. Subsidiary Florida 100%
Inmobiliaria Radial,
S.A. de C.V. Subsidiary Mexico 100%
Noble Broadcast Group,
Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Denver, Inc. Subsidiary California 100%
Noble Broadcast of
San Diego, Inc. Subsidiary California 100%
Jacor Broadcasting of
St. Louis, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Toledo, Inc. Subsidiary California 100%
Nova Marketing Group
Inc. Subsidiary California 100%
Noble Broadcast
Licenses, Inc. Subsidiary California 100%
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
EXHIBIT 21, Continued
Percentage
State of of Equity
Name of Company Relationship Incorporation Ownership
Noble Broadcast
Holdings, Inc. Subsidiary Delaware 100%
Sports Radio
Broadcasting, Inc. Subsidiary California 100%
Nobro, S.C. Subsidiary Mexico 100%
Sports Radio, Inc. Subsidiary California 100%
Noble Broadcast
Center, Inc. Subsidiary California 100%
Citicasters Co. Subsidiary Ohio 100%
GACC-N26LB. Inc. Subsidiary Delaware 100%
Cine Guarantors, Inc. Subsidiary California 100%
Great American
Television
Productions, Inc. Subsidiary California 100%
Cine Guarantors II, Inc. Subsidiary California 100%
Great American
Merchandising
Group, Inc. Subsidiary New York 100%
Cine Films, Inc. Subsidiary California 100%
The Sy Fischer Company
Agency, Inc. Subsidiary California 100%
Location Productions,
Inc. Subsidiary California 100%
Location Productions
II, Inc. Subsidiary California 100%
Cine Mobile Systems
Int'l, N.V. Subsidiary Antille 100%
Cine Movil S.A. de C.V. Subsidiary Mexico 100%
Cine Guarantors II, LTD. Subsidiary Canada 100%
Jacor Licensee of
Louisville, Inc. Subsidiary Delaware 100%
Jacor Licensee of
Louisville II, Inc. Subsidiary Delaware 100%
Jacor Licensee of Salt
Lake City, Inc. Subsidiary Delaware 100%
Jacor Licensee of Salt
Lake City II, Inc. Subsidiary Delaware 100%
Jacor Licensee of
Charleston, Inc. Subsidiary Delaware 100%
Jacor Licensee of
Kansas City, Inc. Subsidiary Delaware 100%
Jacor Licensee of
Las Vegas, Inc. Subsidiary Delaware 100%
Jacor Licensee of
Las Vegas II, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Charleston, Inc. Subsidiary Delaware 100%
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
EXHIBIT 21, Continued
Percentage
State of of Equity
Name of Company Relationship Incorporation Ownership
Jacor Broadcasting of
Kansas City, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Las Vegas, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Las Vegas II, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Louisville, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Louisville II, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Salt Lake City, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Salt Lake City II, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Youngstown, Inc. Subsidiary Delaware 100%
Jacor Communications
Company Subsidiary Delaware 100%
Jacor/Premiere
Holding, Inc. Subsidiary Delaware 100%
MultiVerse Acquisition
Corp. Subsidiary Delaware 100%
Premiere Radio
Networks, Inc. Subsidiary Delaware 100%
Radio-Active
Media, Inc. Subsidiary Delaware 100%
VTTV Productions, Inc. Subsidiary California 100%
WHOK, Inc. Subsidiary Ohio 100%
Jacor Broadcasting of
Toledo, Inc. Subsidiary California 100%
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of Jacor Communications, Inc. on Forms S-8 (File No.'s
33-65126, 33-10329, 33-56385,33-61719, 333-28587, 333-28371, 333-
28399, 333-28401 and 333-28363) and on Forms S-3 (File No.'s 333-
21419 and 333-06639) of our report dated February 11, 1998, on our
audits of the consolidated financial statements of Jacor
Communications, Inc. and Subsidiaries as of December 31, 1997 and
1996 and for the years ended December 31, 1997, 1996 and 1995, which
report is included in this Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
March 27, 1998