FORM 10-K/A
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.
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. Instead of requiring cash payments, Jacor provides the research
services in exchange for the right to broadcast an agreed amount of commercial
advertisements during the radio station's broadcasts. This practice makes
Jacor's services more attractive to radio stations which have limited cash
resources and/or excess inventory of available advertising time. The total
amount of broadcast time that Jacor has available for sale to advertisers
constitutes Jacor's 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
___________
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.
Certain of the Company's indirect, wholly-owned subsidiaries hold all of
the Company's broadcast licenses. Because all of those subsidiaries are
owned entirely by U.S. entities, the Company fully satisfies the 20% Alien
ownership test. The Company must also satisfy the 25% Alien ownership test
because it is the parent holding company of those subsidiaries that hold
broadcast licenses.
The Company does not know the exact percent of the Company which is currently
owned or voted, either directly or indirectly, by Aliens. However, the Company
conducted a thorough survey in 1994 of its public shareholders relating to
Alien ownership. The survey indicated that Alien ownership was substantially
less than 25%. The Company has no reason to expect a substantial change in the
proportion of Alien ownership of its publicly-held stock as a result of
subsequent public offerings. All stock issued under the public offerings were
through the Depository Trust Company, which requires its participants to
segregate for recordation purposes those stock purchases made by or on the
behalf of Aliens. The Company has not learned of any significant changes in
Alien ownership. To the extent that the Company learns in the future of
significant changes in Alien ownership, it has the corporate power to redeem
stock of its shareholders to the extent necessary to remain in compliance with
FCC and Communications Act requirements.
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.
Jacor does not believe that the FCC's existing ownership rules restrict its
operations in any material manner. The FCC's existing station ownership rules
may restrict Jacor from acquiring radio and/or television stations in markets
where Jacor has, or would like to be, a significant presence. Jacor also
considers the impact of the FCC's station ownership rules when evaluating
possible acquisitions. If the FCC's numerical ownership limits would be
exceeded as a result of an acquisition, Jacor would need to divest one or more
of either the stations to be acquired or Jacor's existing stations as a
prerequisite to obtaining FCC approval of the transaction.
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.
Jacor believes the foregoing discussion provides the reader with all material
aspects of FCC regulations that affect Jacor. 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.
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
radio programs and comprehensive radio research services. The Company enters
into contracts with radio stations throughout the country to supply them with
syndicated programs such as "The Rush Limbaugh Show" and "The Dr. Laura
Schlessinger Show". The Company generates revenue from distributing its
syndicated programming in two ways: (i) by selling commercial broadcast
inventory received in exchange for the syndicated programming, and (ii) cash
programming fees. Aside from the "Rush Limbaugh Show" and "The Dr.
Schlessinger Show", most of the Company's syndicated programs are sold in
exchange for commercial broadcast inventory. In those cases, the Company's
revenues depend on how successful the Company is in selling air time to
advertisers at attractive rates.
The Company, through its wholly owned subsidiary, Premiere Radio Networks, Inc.
("Premiere"), also 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. This
practice makes the services more attractive to radio stations which have
limited cash resources and/or excess commercial broadcast inventory.
Premiere's in house sales force 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 (the "Offering"). The over-allotment option was also
exercised by the underwriters resulting in the issuance of an additional
997,500 shares. After the payment of underwriting discounts of $1.31 per
share, the 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 to affiliated designees of the Company's largest shareholder, The
Zell/Chilmark Fund L.P., at the identical net per share price of $29.69 for
proceeds of $20.0 million.
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.
See the table beginning on page 5 for a detailed list by market of the 180
radio stations owned and operated by the Company, assuming that all pending
acquisitions and dispositions are completed.
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.
The increase resulted primarily from favorable ratings and a strong advertising
environment.
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, due
to the increase in broadcast revenue.
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. The increase resulted primarily from increased selling,
programming, and promotion expenses.
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 3,452 6,342 1,260
Other expense (481) (626) (168)
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:
FCC Broadcasting licenses 40 Years
Goodwill 40 Years
Contracts and other
intellectual property 3 to 25 Years
Effective January 1, 1996, the Company adopted Statement of Accounting
Standards (SFAS) No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of. Prior to 1996, the
Company accounted for the impairment of intangible assets under Accounting
Principles Board (APB) opinion No. 17. The adoption of this statement did
not impact the Company's policy for reviewing the carrying value of
intangible assets. 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, FCC
licenses and other intangible assets 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, FCC
licenses and other intangible assets will be reduced to their respective
fair values.
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 is
a wholly-owned subsidiary of Jacor and the Subsidiary Guarantors are
wholly-owned subsidiaries of JCC. 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 1,360 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.