UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________.
Commission File Number: 333-44177
BRILL MEDIA COMPANY, LLC
(Exact name of registrant as specified in its charter)
Virginia 52-2071822
(State of Formation) (I.R.S. Employer Identification No.)
(812) 423-6200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
_X_ YES ___ NO
STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
NON-AFFILIATES OF THE REGISTRANT
None
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
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Part No Item No Description Page No
- --------------------------------------------------------------------------------
I 1 Business 3
2 Properties 18
3 Legal Proceedings 19
4 Submission of Matters to a Vote of Security Holders 19
II 5 Market for Registrant's Common Equity and Related
Stockholder Matters 19
6 Selected Consolidated Financial Data 19
7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 21
7A Quantitative and Qualitative Disclosures About Market
Risk 29
8 Financial Statements and Supplementary Data 30
9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 50
III 10 Directors and Executive Officers of the Registrant 50
11 Executive Compensation 52
12 Security Ownership of Certain Beneficial Owners and 53
Management
13 Certain Relationships and Related Transactions 54
IV 14 Exhibits, Financial Statement Schedules, and Reports 56
on Form 8-K
================================================================================
2
PART I
ITEM 1. BUSINESS
General
Brill Media Company, LLC, a Virginia limited liability company (BMC),
collectively with its direct and indirect subsidiaries (Subsidiaries), is
referred to herein as the "Company." The Company is a diversified media
enterprise that acquires, develops, manages, and operates radio stations,
newspapers and related businesses in middle markets. The Company presently owns,
operates, or manages thirteen radio stations (Stations) serving four markets
located in Pennsylvania, Kentucky/Indiana, Colorado, and Minnesota/Wisconsin.
The Company's newspaper businesses (Newspapers) operate integrated newspaper
publishing, printing and print advertising distribution operations, providing
total-market print advertising coverage throughout a thirty-six county area in
the central and northern portions of the lower peninsula of Michigan. This
operation offers a three-edition daily newspaper, twenty-three weekly
publications, four monthly real estate guides, web offset printing operations
for Newspapers' publications and outside customers, and private distribution
systems.
The Company is wholly owned indirectly by Alan R. Brill (Mr. Brill), who
founded the business and began its operations in 1981. The Company's overall
operations, including its sales and marketing strategy, long-range planning, and
management support services are managed by Brill Media Company, L.P. (BMCLP), a
limited partnership indirectly owned by Mr. Brill. See "Item 13. Certain
Relationships and Related Transactions" beginning on page 54.
The Company generally considers radio "middle markets" to be markets ranked
80 to 200 by the Arbitron Company (Arbitron). The Company considers "middle
markets" for purposes of its newspaper operations to be generally comparable to
the smaller markets in such range.
Recently Completed Transactions
In April 1999, the Company acquired a real estate magazine which has
monthly distribution of approximately 20,000 households in the northwestern
portion of the lower peninsula of Michigan.
In October 1999, the Company submitted the winning bid in accordance with
the FCC rules for auctioning broadcast spectrum for a new FM radio broadcast
signal in Wellington, Colorado. In April 2000, the Company received FCC
authorization and licensing of the station was completed. The Company expects to
begin broadcasting in fiscal 2001.
In January 2000, the Company acquired a radio station located in the
Duluth, Minnesota market. The Company had been operating the radio station
pursuant to a TBA since August 1999.
3
In February 2000, the Company sold the operating assets of its Missouri
radio stations, which had been operated pursuant to TBAs by the prospective
buyer since November 1997.
These four transactions are more fully described in Note 3 to the financial
statements included in this Report.
Radio Stations Overview
Unless otherwise indicated herein, rank for the Company's markets has been
obtained from Arbitron's RADIO MARKET REPORT issued during the fall of 1999.
Station cluster revenue rankings of the Company's radio markets have been
derived by comparing the Company's revenues in each market to the revenues for
the Company's competitors (utilizing the estimated revenues for each competing
radio station as provided by BIA Publications, Inc.).
The terms local marketing agreement (LMA), time brokerage agreement (TBA)
and joint sales agreement (JSA) are referred to in various places in this
Report. An LMA or TBA refers to an agreement, although it may take various
forms, under which one party agrees in consideration of a fee paid to provide,
on a cooperative basis, the programming, sales, marketing and similar services
for a separately owned radio station located in the same radio market and
realize the financial benefit of such activities. A JSA refers to an agreement,
similar to an LMA or TBA, under which a radio station agrees to provide the
sales and marketing services for another station while the owner of such other
radio station provides the programming for such other radio station. LMAs, TBAs
and JSAs are more fully described in "Federal Regulation of Radio Broadcasting"
beginning on page 11.
4
Set forth below is a list of the Stations, specifying their broadcasting
frequency, Federal Communications Commission (FCC) class, format, control,
market, Arbitron market rank and station cluster rank by revenues in the
respective market coverage area.
Station Cluster
FCC Owned/ Arbitron Rank by Market
Station Frequency Class Format Managed Market(s) Market Revenue Share
Rank
WIOV-FM 105.1(1) FM-B Country Owned Lancaster, PA(1) 111 1
Reading, PA(1) 131
WBKR-FM 92.5 FM-C Country Owned (Evansville,IN 128(2) 1
WKDQ-FM 99.5 FM-C Country Managed (3) and Owensboro/
WSTO-FM 96.1 FM-C Adult Hits Managed (3) Henderson, KY)
WOMI-AM 1490 AM-C News/Talk Owned
WVJS-AM 1420 AM-B News/Talk Managed (3)
KTRR-FM 102.5 FM-C2 Adult Hits Owned (Fort Collins/ 132 1
KUAD-FM 99.1 FM-C1 Country Owned Greeley/
Loveland, CO)
KKCB-FM 105.1 FM-C1 Country Owned (Duluth,MN/ 219 1
KLDJ-FM 101.7 FM-C2 Oldies Owned Superior, WI)
KUSZ-FM 107.7 FM-C2 Adult Hits Owned
WEBC-AM 560 AM-B News/Talk Owned
(1) WIOV-FM serves both Lancaster and Reading. The Company also owns and
operates WIOV-AM, an AM-C station in Reading. The station cluster revenue rank
for WIOV-FM includes WIOV-AM.
(2) The Company estimates that on a combined basis the
Evansville/Owensboro/Henderson market would have an Arbitron rank of 128 based
on separate rankings of 152 and 266 for Evansville and Owensboro, respectively.
Station cluster revenue rank for the Evansville/Owensboro/Henderson market is
provided on the FM station's primary Metro area and includes the associated AM.
WBKR-FMs Metro area is that of Owensboro with WKDQ-FM and WSTO-FM covering
Evansville.
(3) WKDQ-FM, WSTO-FM and WVJS-AM are operated by the Company and owned by
entities (Managed Affiliates) which are indirectly owned by Mr. Brill but are
not Subsidiaries.
5
Radio Industry Overview
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 is considered an efficient means of reaching specifically
identified demographic groups. Radio stations are typically classified by their
on-air format, such as country, adult contemporary, oldies or news/talk. A radio
station's format and style of presentation enable it to target certain
demographic and geographic groups. By capturing a specific listening audience
share of a market's radio audience, with particular concentration in a targeted
demographic group, a radio station is able to market its broadcasting time to
advertisers seeking to reach a specific audience. Advertisers and radio stations
utilize data published by audience measuring services, such as Arbitron, to
estimate how many people within particular geographic markets and demographic
groups listen to specific radio stations.
A radio station's local sales staff generates the majority of its local and
regional advertising sales through direct solicitations of local advertising
agencies and businesses. To generate national advertising sales, a radio station
will engage a firm that specializes in soliciting radio advertising sales on a
national level. National sales representatives obtain advertising principally
from advertising agencies located outside the radio station's market and receive
commissions based on the revenue from the advertising obtained.
The Company believes that the radio business in middle markets differs
significantly from that of the major markets. This distinction is characterized
by the lesser number of radio stations in smaller markets, the lesser number of
advertising alternatives, the greater relevance of any single business (or radio
station) to the market's life, the greater proportion of advertising that is
sold locally as opposed to national accounts and the much smaller proportion of
advertising that is controlled by agencies. For these reasons, in middle markets
a radio station has greater flexibility in competitive and sales strategy and
has greater control, through its own direct marketing efforts, on its own
success, as compared to major markets.
With fewer competitors in a middle market, a radio station can pursue
listeners on a broader basis and serve a broader spectrum of advertisers, be
less subject to competitive changes of competitors and, most importantly, deal
directly with customers and around agencies if necessary to demonstrate and
convince advertisers of the effectiveness of advertising on the station. A radio
station does not have to wait for programming to be successful to draw customers
when it can deal with potential clients directly on the basis of its
effectiveness.
As a result of ownership deregulation (see "Federal Regulation of Radio
Broadcasting", beginning on page 11), middle market owners also can achieve the
mass and efficiencies of major market operations through multiple radio station
ownership. Such deregulation has greatly increased opportunities for ownership
of radio stations in middle markets and has greatly increased the liquidity of
radio station trading in the marketplace and, therefore, the liquidity that the
financing markets are willing to offer.
6
Newspapers Overview
Set forth below is a list of the Newspapers' publications in the state of
Michigan and their respective circulation.
Newspaper Location Circulation
-------------------------------------------------------------------------------
Morning Sun Mt. Pleasant 12,900
Isabella County Herald Mt. Pleasant 15,400
Mt. Pleasant Buyers Guide Mt. Pleasant 28,200
Clare County Buyers Guide Clare 12,700
Alma Reminder Alma 20,000
Cadillac Buyers Guide Cadillac 20,100
Carson City Reminder Carson City 11,200
Edmore Advertiser Edmore 15,100
Hemlock Shoppers Guide Hemlock 10,900
Gladwin Buyers Guide Gladwin 17,300
Midland Buyers Guide Midland 24,600
St. Johns Reminder St. Johns 17,800
The Northeastern Shopper (2 Editions) Tawas City 38,900
Northern Star (2 Editions) Gaylord 18,800
Alpena Star Alpena 19,900
Presque Isle Star Alpena 6,300
Petoskey Star Ad-Vertiser Petoskey 10,600
Charlevoix County Star Petoskey 9,700
Star Ad-Vertiser Kalkaska 13,700
Star Buyer's Guide (2 Editions) West Branch 16,400
Roscommon County Star Prudenville 13,200
Straits Area Star Cheboygan 14,500
Preview Community Weekly Traverse City 33,000
AdVisor Community Weekly Traverse City 8,000
Northern Michigan Real Estate Guide Tawas City 24,000
Central Real Estate Guide Mt. Pleasant 22,000
Northern Central Real Estate Guide Gaylord 11,000
Grand Traverse Real Estate Guide Traverse City 21,000
The Newspapers serve a thirty-six county area of small communities in the
central and northern portions of the lower peninsula of Michigan, where there
are few other newspapers, one local television station, and few radio stations.
The Company has central offices and production facilities in Mt. Pleasant,
Michigan and Gaylord, Michigan and leads the central and northern Michigan
markets in media billings.
The Company's three edition daily newspaper, the MORNING SUN, has a paid
circulation averaging 12,900 readers and is the only daily newspaper published
in Gratiot, Isabella and Clare counties. The Company's twenty-three weeklies and
four monthly real estate guides are delivered free to more than 400,000
households in the central and northern portions of the lower peninsula of
Michigan. The Company's multiple products and private delivery systems permit
advertisers to buy customized advertising coverage for the portion of the local
market that best reaches their potential customers. The Company also publishes
numerous niche publications such as vacation guides and a
7
monthly business report. The Newspapers have a widely diversified base of
advertising and printing customers and during the year ended February 29, 2000,
no one customer represented more than 2% of the Company's revenues.
The Newspapers' market covers an area approximately 120 miles by 240 miles,
containing a total population in excess of 900,000 people. The area's relatively
low population density makes print the only medium to serve the market
efficiently. The Newspapers' market coverage includes the Michigan counties of
Alcona, Alpena, Antrim, Arenac, Benzie, Clare, Charlevoix, Cheboygan, Clinton,
Crawford, Emmet, Gladwin, Grand Traverse, Gratiot, Ionia, Iosco, Isabella,
Kalkaska, Leelanau, Mecosta, Midland, Missaukee, Montcalm, Montmorency, Oscoda,
Ogemaw, Osceola, Ostego, Presque Isle, Roscommon, Saginaw, Shiawassee, Wexford
and parts of Bay, Lake and MacKinac counties.
DISTRIBUTION. In addition to delivering its publications, the Newspapers
also deliver over 125 million advertising insert pieces per year to residents in
the central and northern portions of the lower peninsula of Michigan. Customized
delivery to a particular zone can be specifically created for an advertiser to
reach as few as 150 households or more than 400,000 households on a given day at
less than half the cost charged by the post office. Newspapers' distribution
systems include approximately 720 independent contractors and enable an
advertiser to buy any part of the Company's distribution area that best serves
the advertiser's needs.
Newspaper Industry Overview
Newspaper publishing is one of the oldest and largest segments of the media
industry. Newspapers are an important medium for local advertising. The
newspaper industry in the United States is comprised of the following segments:
national and major metropolitan dailies; small metropolitan suburban dailies;
suburban and community non-dailies; and free circulation "total market coverage"
publications and shoppers (Shoppers).
In many communities, the local newspaper provides a combination of social
and economic connections which make it attractive for readers and advertisers
alike. The Company believes that small metropolitan and suburban dailies as well
as suburban and community non-dailies and Shoppers are generally effective in
addressing the needs of local readers and advertisers under widely varying
economic conditions. The Company believes that because small metropolitan and
suburban daily newspapers rely on a broad base of local retail and local
classified advertising rather than more volatile national and major account
advertising, their advertising revenues tend to be relatively stable. In
addition, the Company believes such newspapers tend to publish information which
is of particular interest to the local reader and which national and major
metropolitan newspapers, television and radio generally do not report to the
same extent. Most small metropolitan and suburban daily newspapers are the only
daily local newspapers in the communities they serve. The Company believes that
relatively few daily newspapers have been established in recent years due to the
high cost of starting a daily newspaper operation and building a franchise
identity.
8
Shoppers provide nearly 100% penetration in their areas of distribution and
generally derive revenues solely from advertising. These publications have
limited or no news or editorial content. The Shoppers are delivered by carriers
and are free to the consumer.
The newspaper industry, as represented by larger markets at one end and
smaller markets on the other, is composed of two distinct sub-industries. They
differ particularly because of the influences of size, alternative claims on
readers' attention, alternative advertising vehicles, alternative newspaper
competitors, methods and costs of distribution, labor costs and flexibility,
other cost structures, and significance of the product to its readers and
customers. In all of these parameters the Company believes that in middle
markets, these factors are more favorable to the financial results and stability
of a newspaper business. These factors also create a more vital product for the
readers in a middle market than newspapers may be in a major market, which
typically has numerous and diverse information and entertainment sources.
Acquisition Strategy
The Company seeks to acquire underperforming middle market media businesses
whose acquisition costs are low relative to potential revenues and cashflow. The
Company focuses on developing significant long-term franchises in middle
markets. The Company then seeks to improve revenues and cashflow, using its
particular promotional, marketing, sales, programming and editorial approaches.
The Company targets businesses that it believes operate in underdeveloped market
segments with a low level of competition and a strong economic base, as well as
radio stations with competitive technical facilities and businesses that are
located in areas deemed desirable for relocation in terms of personnel
recruitment.
The Company believes that its acquisition strategy, properly implemented,
has a number of specific benefits, including (i) diversification of revenues and
cashflow across a broader base of industries, properties and markets, (ii)
geographic clustering which has allowed improved cashflow margins through the
consolidation of facilities, centralized newsgathering, cross-selling of
advertising and elimination of redundant expenses, (iii) improved access to
consultants and other industry resources, (iv) greater appeal to qualified
industry management talent and (v) efficiencies from economies of scale.
If and when achieved, new acquisitions may adversely affect near-term
operating results due to increased capital requirements, transitional management
and operating adjustments, increased interest costs associated with acquisiton
debt, and other factors. Any future acquisitions may be highly-leveraged, and
such acquisitions well may increase the Company's overall leveraged position.
There can be no assurance that debt or equity financing for such acquisitions
will be available on acceptable terms, or that the Company will be able to
identify or consummate any new acquisitions. Any failure to make necessary
acquisitions, or the making of unsuccessful acquisitions, could have a material,
adverse effect on the future financial condition and operating results of the
Company.
9
Advertising Sales
Virtually all of the Company's revenue is generated from local, regional
and national advertising for its Stations and Newspapers. During the year ended
February 29, 2000, approximately 97% of the Company's revenues were generated
from the sale of local and regional advertising. Additional revenue is generated
from the sale of national advertising, network compensation payments and other
miscellaneous transactions. The major categories of the Company's advertisers
include retailers, restaurants, fast food, automotive and grocery. Each local
sales staff solicits advertising either directly from the local advertiser or
indirectly through an advertising agency with emphasis placed on direct contact.
In so doing, the Company seeks to address individual advertiser needs and more
effectively design an advertising campaign to help the advertiser sell its
product. The Company employs personnel in each of its markets to produce
advertisements for the customers. National sales are obtained via outside firms
specializing in advertising on a national level. The firms are paid a commission
based on a percentage of gross revenue from national advertising. Local and
regional sales are predominantly generated by the Company's local sales staff.
Competition
GENERAL. Each of the Company's Stations and Newspapers competes in varying
degrees with other newspapers, magazines, direct mail, free shoppers, outdoor
advertising, other FM and AM radio stations, television and cable television
stations, and other media present within their respective markets. Radio
broadcasting and newspaper distribution also are exposed to competition from
developing media technologies, such as the delivery of audio programming through
cable television or telephone wires, the introduction of digital radio
broadcasting, which may provide a medium for the delivery by satellite or
terrestrial means of multiple audio programming formats to local and national
audiences, the increasing development and use of direct mail advertising, the
growth of wireless communications and fiber optic delivery systems, the
development of televised shopping programs, the potential for televised
"newspapers," and the increasing growth of the Internet. The Stations and
Newspapers also may encounter competition from future, unforeseen developments
in technology that subsequently may be commercialized, and at all times they
will face potential, additional competition from new or expanding market
entrants. The Company cannot predict what effect, if any, these or other new
technologies or competitors may have on the Company.
RADIO. The radio broadcasting industry is highly competitive. The success
of each of the Company's Stations in its middle markets depends largely upon the
effectiveness of its direct marketing and sales efforts and its share of the
overall advertising revenue within its market supported by its audience ratings.
The Company's audience ratings and advertising revenues are subject to change,
and any adverse change in a particular market affecting advertising expenditures
or in the relative market positions of the radio stations located in that market
could have a material adverse effect on the revenue of the Company's Stations
located in that market. There can be no assurance that any one of the Company's
Stations will be able to maintain or increase its current audience ratings or
advertising revenue market share.
10
Past changes in the FCC's policies and rules permit increased ownership and
operation of multiple local radio stations. Management believes that radio
stations that operate under common management or elect to take advantage of
joint arrangements such as LMAs or JSAs may in certain circumstances have lower
operating costs and may be able to offer advertisers more attractive rates and
services. Although the Company currently operates multiple Stations in each of
its markets and intends to pursue the creation of additional multiple radio
station groups, the Company's competitors in certain markets include operators
of multiple radio stations or operators who already have entered into LMAs or
JSAs. The Company also competes with other radio station groups to purchase
additional radio stations. Some of these groups are owned or operated by
companies that have substantially greater financial and other resources than the
Company.
NEWSPAPERS. The Company's Newspapers compete primarily with other daily and
weekly newspapers, shoppers, shared mail packages and other local advertising
media. The Newspapers also compete in varying degrees for advertisers and
readers with magazines, other radio stations, broadcast television, telephone
book directories and other communications media that operate in their markets.
The Company believes that its production systems and technologies, which enable
it to publish separate editions in narrowly targeted zones, allow it to compete
effectively in its markets.
Federal Regulation of Radio Broadcasting
GENERAL. The ownership, operation and sale of broadcast stations, including
those licensed to the Company, are subject to the jurisdiction of the FCC, which
acts under authority derived from the Communications Act of 1934, as amended
(Communications Act). Among other things, the FCC assigns frequency bands for
broadcasting; issues broadcast station licenses; determines whether to approve
changes in ownership or control of broadcast station licenses; regulates certain
equipment used by broadcast stations; adopts and implements regulations and
policies that directly or indirectly affect the ownership, operation and
employment practices of broadcast stations, and has the power to impose
penalties for violations of its rules under the Communications Act.
The following is a brief summary of certain provisions of the
Communications Act and of specific FCC regulations and policies. Failure to
observe these or other rules and policies can result in the imposition of
various sanctions, including monetary forfeitures, the grant of "short" (less
than the maximum) license renewal terms or, for particularly egregious
violations, the denial of a license renewal application, the revocation of a
license or the denial of FCC consent to acquire additional broadcast properties
or to sell presently-owned broadcast properties unconditionally. Reference
should be made to the Communications Act, FCC rules and the public notices and
rulings of the FCC for further information concerning the nature and extent of
federal regulation of broadcast stations.
LICENSE GRANT AND RENEWAL. Radio broadcast licenses are granted for maximum
terms of eight years. Licenses may be renewed through an application to the FCC.
The FCC may not consider competing applications for the frequency being used by
the renewal applicant if the FCC finds that the broadcast station has served the
public
11
interest, convenience and necessity, that there have been no serious violations
by the licensee of the Communications Act or the rules and regulations of the
FCC, and that there have been no other violations by the licensee of the
Communications Act or the rules and regulations of the FCC that, when taken
together, would constitute a pattern of abuse.
Petitions to deny license renewals can be filed by interested parties,
including members of the public. Such petitions may raise various issues before
the FCC. The FCC is required to hold hearings on renewal applications if the FCC
is unable to determine that renewal of a license would serve the public
interest, convenience and necessity, or if a petition to deny raises a
"substantial and material question of fact" as to whether the grant of the
renewal application would be prima facie inconsistent with the public interest,
convenience and necessity. Also, during certain periods when a renewal
application is pending, the transferability of the applicant's license is
restricted. No such petitions are currently pending against any of the Company's
Stations.
The FCC classifies each AM and FM station. An AM station operates on either
a clear channel, regional channel or local channel. A clear channel is one on
which AM stations are assigned to serve wide areas. Clear channel AM stations
are classified as either: Class A stations, which operate on an unlimited time
basis and are designated to render primary and secondary service over an
extended area; Class B stations, which operate on an unlimited time basis and
are designed to render service only over a primary service area; and Class D
stations, which operate either during daytime hours only, during limited times
only or on an unlimited time basis with low nighttime power. A regional channel
is one on which Class B and Class D AM stations may operate and serve primarily
a principal center of population and the rural areas contiguous to it. A local
channel is one on which AM stations operate on an unlimited time basis and serve
primarily a community and the suburban and rural areas immediately contiguous
thereto. Class C AM stations operate on a local channel and are designed to
render service only over a primary service area that may be reduced as a
consequence of interference.
The minimum and maximum facilities requirements for an FM station are
determined by its class. FM class designations depend upon the geographic zone
in which the transmitter of the FM station is located. In general, commercial FM
stations are classified as follows, in order of increasing power and antenna
height: Class A, B1, B, C3, C2, C1 and C. The parameters for each classification
are as follows:
Class Maximum Power Maximum Antenna Height (HAAT)* in Meters
--------------------------------------------------------------------------
A 6 kw 100
B1 25 kw 100
B 50 kw 150
C3 25 kw 100
C2 50 kw 150
C1 100 kw 299
C 100 kw 600
* Height Above Average Terrain
12
The following table sets forth the market, call letters, FCC license
classification, HAAT, power and frequency of each of the Stations owned,
operated or managed by the Company, assuming the consummation of the Pending
Transactions, and the date on which each Station's FCC license expires.
FCC HAAT in Power in Date of FCC
Market Station Class Meters Kilowatts Frequency License
- ------------------------------------------------------------------------------------------------------
Lancaster/Reading, PA WIOV-FM B 212 25 105.1 mhz 8/1/06
WIOV-AM C NA 1 1240 khz 8/1/06
Evansville, IN and WBKR-FM C 320 100 92.5 mhz 8/1/04
Owensboro/Henderson, WOMI-AM C NA 1 1490 khz 8/1/04
KY WVJS-AM B NA 5 1420 khz 8/1/04
WSTO-FM C 303 100 96.1 mhz 8/1/04
WKDQ-FM C 300 100 99.5 mhz 8/1/04
Fort Collins/Greeley/ KUAD-FM C1 200 100 99.1 mhz 4/1/05
Loveland, CO KTRR-FM C2 150 50 102.5 mhz 4/1/05
Duluth, MN and KKCB-FM C1 240 100 105.1 mhz 4/1/05
Superior, WI KLDJ-FM C2 251 25 101.7 mhz 4/1/05
WEBC-AM B NA 5 560 khz 4/1/05
KUSZ-FM C2 278 50 107.7 mhz 4/1/05
OWNERSHIP MATTERS. The Communications Act prohibits the assignment of a
broadcast license or the transfer of control of a broadcast licensee without the
prior approval of the FCC. In determining whether to assign, transfer, grant or
renew a broadcast license, the FCC considers a number of factors pertaining to
the licensee, including compliance with various rules limiting common ownership
of media properties, the "character" of the licensee and those persons holding
"attributable" interests therein, compliance with the Communications Act,
including the limitation on alien ownership, as well as compliance with other
FCC rules and policies. As part of the license renewal and transfer application
process, notice of the filing of such application is made and third parties are
provided with opportunities to file informal objections or formal petitions to
deny the application. Interested parties also may seek review of the grant of an
application by the full FCC and by federal courts.
The Communications Act and FCC rules also generally restrict the common
ownership, operation or control of radio broadcast stations serving the same
local market, of a radio broadcast station and a television broadcast station
serving the same local market, and of a radio broadcast station and a daily
newspaper serving the same local market. Under these "cross-ownership" rules,
absent waivers, the Company would not be permitted to acquire any television
broadcast station (other than low power television) in a local market where it
already owned any radio broadcast station, or acquire a daily newspaper and
retain such common ownership through the next renewal cycle for the radio
stations in the market where the daily newspaper is acquired.
In response to changes in the Communications Act adopted in 1996, the FCC
amended its multiple ownership rules to eliminate the national limits on
ownership of AM and FM stations. The FCC's broadcast multiple ownership rules
restrict the number
13
of radio stations one person or entity may own, operate or control on a local
level. These limits are:
(i) in a market with 45 or more commercial radio stations, a person or
entity may own, operate or control or have an attributable ownership
interest in up to eight commercial radio stations, not more than five of
which are in the same service (FM or AM);
(ii) in a market with between 30 and 44 (inclusive) commercial radio
stations, a person or entity may own, operate or control or have an
attributable ownership interest in up to seven commercial radio stations,
not more than four of which are in the same service;
(iii) in a market with between 15 and 29 (inclusive) commercial radio
stations, a person or entity may own, operate or control or have an
attributable ownership interest in up to six commercial radio stations, not
more than four of which are in the same service;
(iv) in a market with 14 or fewer commercial radio stations, a person or
entity may own, operate or control or have an attributable ownership
interest in up to five commercial radio stations, not more than three of
which are in the same service, except that a person or entity may not own,
operate or control more than 50% of the radio stations in such market.
None of these multiple ownership rules requires any change in the Company's
current ownership of radio stations. However, these rules will limit the number
of additional stations which the Company may acquire or control in the future in
its markets.
The FCC generally applies its television/radio/newspaper cross-ownership
rules and its broadcast multiple ownership rules by considering the
"attributable," or cognizable interests held by a person or entity. A person or
entity can have an attributable interest in a radio station, television station
or daily newspaper by being an officer, director, partner, member or shareholder
of a company that owns that station or newspaper. Whether that interest is
cognizable under the FCC's ownership rules is determined by the FCC's
attribution rules. If an interest is attributable, the FCC treats the person or
entity who holds that interest as the "owner" of the radio station, television
station or daily newspaper in question for purposes of applying the FCC's
ownership rules.
With respect to a corporation, officers and directors and persons or
entities that directly or indirectly can vote 5% or more of the corporation's
stock (20% or more of such stock in the case of insurance companies, investment
companies, bank trust departments and certain other "passive investors" that
hold such stock for investment purposes only) generally are attributed with
ownership of whatever radio stations, television stations and daily newspapers
the corporation owns.
With respect to a partnership, the interest of a general partner is
attributable, as is the interest of any limited partner who is "materially
involved" in the media-related activities of the partnership. Debt instruments,
nonvoting stock, options and warrants for
14
voting stock that have not yet been exercised, limited partnership interests
where the limited partner is not "materially involved" in the media-related
activities of the partnership, and minority (under 5%) voting stock, generally
do not subject their holders to attribution. Limited liability companies
("LLC"), are treated the same as limited partnerships for purposes of the FCC
attribution rules. Thus, if members were insulated from material involvement in
the media-related activities of the LLC, their interests would not be
attributable.
Since under the doctrine of attributed ownership, all of the Company's
Stations are deemed to be owned by Mr. Brill, the FCC multiple ownership rules
could serve to limit to some extent the ability of the Company to acquire
additional broadcast stations in some markets.
PROGRAMMING AND OPERATION. The Communications Act requires broadcasters to
serve the "public interest." Since 1981, the FCC gradually has relaxed or
eliminated many of the more formalized procedures it developed to promote the
broadcast of certain types of programming responsive to the needs of a broadcast
station's community of license. However, licensees continue to be required to
determine community problems, needs and interests, to broadcast programming that
is responsive to such problems, needs and interest, and to maintain records
demonstrating such responsiveness. Complaints from listeners concerning a
broadcast station's programming will be considered by the FCC when it evaluates
the licensee's renewal application, but such complaints also may be filed and
considered at any time.
Broadcast stations also must pay regulatory and application fees and follow
various FCC rules that regulate, among other things, political advertising, the
broadcast of obscene or indecent programming, sponsorship identification and
technical operations (including limits on radio frequency radiation). The
broadcast of contests and lotteries is regulated by FCC rules. The FCC also
require licensees to develop and implement programs designed to promote equal
employment opportunities for women and minorities and submit reports to the FCC
on these matters annually and in connection with a renewal application.
Failure to observe these or other rules and policies can result in the
imposition of various sanctions, including monetary forfeitures, the grant of
"short" (less than the maximum) renewal terms or, for particularly egregious
violations, the denial of a license renewal application or the revocation of a
license.
FCC rules regarding human exposures to levels of radio frequency radiation
require applicants for new broadcast stations, renewals of broadcast licenses or
modifications 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
radio frequency radiation in excess of certain guidelines. More restrictive
radiation limits became effective on October 15, 1997. To date, such regulations
have not had a material effect on the Company's business and the Company
anticipates that such regulations will not have a material effect on its
business in the future.
15
LOCAL MARKETING AGREEMENTS. Since the early 1990s, a number of radio
stations, including certain of the Company's Stations, have entered into LMAs
and TBAs. These agreements take various forms. Separately-owned and licensed
radio stations may agree to function cooperatively in terms of programming,
advertising sales and other matters, subject to compliance with the antitrust
laws and the FCC's rules and policies, including the requirement that the
licensee of each radio station maintain independent control over the programming
and other operations of its own radio station. The FCC has held that such
agreements do not violate the Communications Act as long as the licensee of the
radio station that is being substantially programmed by another entity maintains
responsibility for, and control over, operations of its radio station and
otherwise ensures compliance with applicable FCC rules and policies and that the
entity providing the programming is in compliance with the FCC local ownership
rules.
A radio station that brokers substantial time on another radio station in
its market or engages in an LMA with a radio station in the same market will be
considered to have an attributable ownership interest in the brokered radio
station for purposes of the FCC's ownership rules, discussed above. As a result,
a radio station may not enter into an LMA that allows it to program more than
15% of the broadcast time, on a weekly basis, of another local radio station
that it could not own under the FCC's local multiple ownership rules. FCC rules
also prohibit the broadcast 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) where the two radio stations serve substantially the same geographic
area, whether the licensee owns the radio stations or owns one and programs the
other through an LMA arrangement.
Another example of a cooperative agreement between independently owned
radio stations in the same market is a JSA, whereby one radio station sells
advertising time both on itself and on a radio station under separate ownership.
In the past, the FCC has determined that issues of joint advertising sales
should be left to antitrust enforcement. JSAs are not deemed by the FCC to be
attributable for the purpose of its multiple ownership rules.
ANTITRUST CONSIDERATIONS. The Company is aware that the U.S. Federal Trade
Commission (FTC) and the Antitrust Division of the U.S. Department of Justice
(DOJ), which evaluate transactions to determine whether those transactions
should be challenged under the federal antitrust laws, have been increasingly
active recently in their review of radio station acquisitions, particularly
where an operator proposes to acquire additional radio stations in its existing
markets.
For an acquisition meeting certain size thresholds, the Hart-Scott-Radio
Act (HSR Act) and the rules promulgated thereunder require the parties to file
Notification and Report Forms with the FTC and the DOJ and to observe specified
waiting period requirements before consummating the acquisition. At any time
before or after the consummation of a proposed acquisition, the FTC or the DOJ
could take such action under the antitrust laws as it deems necessary or
desirable in the public interest, including seeking to enjoin the acquisition or
seeking divestiture of the business acquired or other assets of the acquiring
company. Acquisitions that are not required to be reported under the HSR Act may
be investigated by the FTC or the DOJ under the antitrust laws before
16
or after consummation. In addition, private parties may under certain
circumstances bring legal action to challenge an acquisition under the antitrust
laws.
As part of its increased scrutiny of radio station acquisitions, the DOJ
has stated publicly that it believes that LMAs, JSAs and other similar
agreements customarily entered into in connection with radio station transfers
prior to the expiration of the waiting period under the HSR Act could violate
the HSR Act because they may constitute acquisitions or joint ventures subject
to the filing and waiting period provisions of the HSR Act.
If the Company should grow in size, whether through acquisitions or
otherwise, it will become increasingly vulnerable to scrutiny under various
antitrust and similar regulatory laws administered by various federal and state
authorities, laws and regulations in which considerations of absolute or
relative size or market share may be relevant if not controlling. Such laws and
regulations are quite complex and subject to amendment and to frequent
variations in interpretation or enforcement. As a result of such increased
scrutiny, the Company could experience delays, increased costs, and compelled
changes in connection with future transactions. If it were to be determined that
one or more of the Company or its Subsidiaries had violated or were violating
one or more of such laws or regulations, in addition to liability for resulting
damages, any affected entity could face potential regulatory or court-ordered
divestiture of one or more properties. Any such result could have a material
adverse effect upon the Company.
From time to time, the Congress and the FCC have considered, and in the
future may consider and adopt, new or revised laws, regulations, and policies
regarding a wide variety of matters that, directly or indirectly, could affect
the operation, ownership, and profitability of the Stations, result in the loss
of audience share and advertising revenues for the Stations, or affect the
Company's ability to acquire additional radio stations or to finance such
acquisitions. Such matters include: proposals to impose spectrum use or other
fees on FCC licensees; the FCC's equal employment opportunity rules and matters
relating to political broadcasting; technical and frequency allocation matters;
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; the creation of a new low power FM
radio service that could result in additional radio station competition in the
Company's markets; changes to broadcast technical requirements; proposals to
allow telephone or cable television companies to deliver audio and video
programming to the home through existing phone lines; and proposals to limit the
tax deductibility of advertising expenses by advertisers.
The FCC has recently authorized the filing of applications for low power FM
stations on any FM frequency. These stations are limited in power to maximums of
either 100 watts ERP or 10 watts ERP, and are prohibited from causing
interference to existing or future full service commercial FM stations. Low
Power FM stations may not operate as commercial stations and only noncomercial,
educational and public safety entities are eligible to operate low power FM
stations. Commercial broadcast licensees are concerned that the new low power
stations may cause more interference than predicted by the FCC technical rules,
and are challenging the creation of this new service.
17
The Company cannot predict whether any proposed changes will be adopted or
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 the Company.
The foregoing brief description does not purport to be comprehensive and
reference should be made to the Communications Act, the Telecommunications Act
of 1996, the FCC's rules, and the public notices and rulings of the FCC for
further information concerning the nature and extent of federal regulation of
radio broadcast stations.
Employees
At February 29, 2000, the Company employed approximately 431 persons
full-time and 102 persons part-time. None of such employees is covered by
collective bargaining agreements, and the Company considers its relations with
its employees to be good. Approximately 720 independent contractors distribute
the Newspapers' publications.
The Company employs several on-air personalities with large loyal audiences
in their respective markets. The loss of one of these personalities could result
in a short-term loss of audience share, but the Company does not believe that
any such loss would have a material adverse effect on the Company's financial
condition or results of operations.
Operating Segments
Revenues and other information for the Company's radio and newspaper
operating segments are provided in Note 10 of the financial statements included
in this Report.
ITEM 2. PROPERTIES
The types of properties required to support the Stations include offices,
studios, transmitter sites and antenna sites. A Station's studios are generally
housed with its offices in business districts, while transmitter sites and
antenna sites are generally located so as to provide maximum market coverage.
The Company owns studio facilities in Ephrata, Pennsylvania; Owensboro,
Kentucky; Windsor, Colorado; and transmitter and antenna sites in Reading,
Pennsylvania; Owensboro, Kentucky; and Duluth, Minnesota. The Company leases its
remaining studio and office facilities, and leases certain transmitter and
antenna sites. The Company does not anticipate any difficulties in renewing any
facility leases or in leasing alternative or additional space, if required. The
Company owns substantially all of its other station equipment, consisting
principally of transmitting antennae, transmitters, studio equipment and general
office equipment.
The Newspapers' facilities for administration, printing and distribution
are leased. The Company does not anticipate any difficulties in renewing any
facility leases or in
18
leasing alternative or additional space, if required. The Company owns a late
model Goss Community press line and other various modern editorial, classified,
composing and camera equipment.
No one property is material to the Company's operations. The Company
believes that its properties are generally in good condition and suitable for
its operations; however, it continually looks for opportunities to upgrade its
properties and intends to upgrade studios, office space, and transmission
facilities in certain markets.
ITEM 3. LEGAL PROCEEDINGS
Currently and from time to time the Company is involved in litigation
incidental to the conduct of its business, but it is not a party to any lawsuit
or proceeding that, in the opinion of the Company, is likely to have a material
adverse effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The operating agreement of BMC provides that its business shall be managed
by its manager, which presently is Brill Media Management, Inc. (Media). Media
also is a Subsidiary of BMC. In lieu of an annual meeting, the current directors
of Media were appointed by written consent as of February 8, 2000.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The common equity of BMC is comprised of membership interests (Membership
Interests), all of which are indirectly owned by Mr. Brill.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data presented below should be read in
conjunction with the consolidated financial statements of Brill Media Company,
LLC and notes thereto included elsewhere in this Report and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
beginning on page 21.
19
The selected consolidated financial data (except for the other financial and
operating data) of Brill Media Company, LLC (i) as of February 29, 1996 has been
derived from the audited combined financial statements of The Radio and
Newspaper Businesses of Alan R. Brill and (ii) for the year ended February 29,
1996 and as of and for the years ended February 28 and 29, 1997, 1998, 1999, and
2000 have been derived from the audited consolidated financial statements of
Brill Media Company, LLC.
Fiscal Year Ended February 28 or 29,
2000 1999 1998 1997 1996
-------------------------------------------------------------
Statement of Operations Data: (dollars in thousands)
Revenues:
Radio $ 15,855 $ 14,922 $ 15,038 $ 13,596 $ 13,096
Newspapers 26,964 25,511 14,529 13,440 12,217
-------------------------------------------------------------
Total revenues 42,819 40,433 29,567 27,036 25,313
Operating expenses:
Operating departments 31,862 29,764 20,806 19,043 18,640
Incentive plan 276 (614) (620) 628 1,467
Other 45 293 291 86 37
Management fees 2,681 2,583 2,075 1,945 1,833
Depreciation and amortization 3,051 2,865 1,863 1,395 1,312
-------------------------------------------------------------
Total operating expenses 37,915 34,891 24,415 23,097 23,289
-------------------------------------------------------------
Operating income 4,904 5,542 5,152 3,939 2,024
Other income (expense):
Interest expense, net (12,967) (11,744) (9,470) (7,432) (7,130)
Other, net 5,870 (171) (101) 1,007 (80)
-------------------------------------------------------------
Total other income (expense) (7,097) (11,915) (9,571) (6,425) (7,210)
-------------------------------------------------------------
Loss before income taxes and
extraordinary items (2,193) (6,373) (4,419) (2,486) (5,186)
Income tax provision (benefit) 333 229 149 286 (39)
-------------------------------------------------------------
Loss before extraordinary items (2,526) (6,602) (4,568) (2,772) (5,147)
Extraordinary items (a) -- -- (4,124) -- 6,915
Cumulative effect of change in
accounting principle (151) -- -- -- --
-------------------------------------------------------------
Net income (loss) $ (2,677) $ (6,602) $ (8,692) $ (2,772) $ 1,768
=============================================================
Other Financial and Operating Data:
Net cash provided by (used in)
Operating activities $ 880 $ 2,066 $ 2,201 $ (513) $ 37
Investing activities 1,047 (8,052) (22,387) 59 (1,167)
Financing activities 12,401 (2,191) 30,328 (845) 2,654
Cash dividends declared -- -- 12,210 520 --
Media Cashflow (b) 13,445 13,099 10,740 8,010 6,673
EBITDA (b) 7,955 8,407 7,015 5,334 3,336
Capital expenditures excluding
acquisitions 1,425 1,502 959 1,269 977
Statement of Financial Position Data:
Cash and cash equivalents $ 17,068 $ 2,740 $ 10,918 $ 775 $ 2,075
Working capital (deficit) 15,368 (90) 11,374 1,014 2,398
Intangible and other assets 28,713 23,459 22,012 7,855 7,411
Total assets 85,560 66,825 66,149 26,442 26,011
Total debt (c) 132,604 116,167 110,057 50,475 61,636
Members' deficiency (53,773) (54,097) (47,510) (26,610) (38,354)
(a) The extraordinary item in fiscal 1998 reflects a $1.3 million write-off of
previously deferred financing costs along with a prepayment penalty of $2.8
million related to the early extinguishment of senior debt. In fiscal 1996,
the extraordinary item reflects an adjustment of accrued interest in the
amount of $7.0 million related to subordinated debt for which contingent
interest had been accrued at the maximum rate but was reduced at maturity
pursuant to terms of an alternative valuation formula,
20
as defined in the agreement. The gain was offset by the write-off of
certain previously deferred financing fees of $.1 million.
(b) Media Cashflow represents EBITDA plus incentive plan expense, management
fees, time brokerage fees paid, acquisition related consulting expense,
income from temporary cash investments and interest income from loans made
by the Company to Managed Affiliates. EBITDA represents operating income
plus depreciation and amortization expense. Media Cashflow and EBITDA as
used above include the results of operations of unrestricted subsidiaries
and therefore differ from the same terms as defined in the indenture
(Indenture) under which the Company's Senior Notes (as defined below) were
issued. Management fees payable to BMCLP are subordinated, to the extent
provided in the Indenture, to the prior payment of the Senior Notes.
Although Media Cashflow and EBITDA are not measures of performance
calculated in accordance with GAAP, management believes that these measures
are useful to an investor in evaluating the Company because these measures
are widely used in the media industry to evaluate a media company's
operating performance. However, Media Cashflow and EBITDA should not be
considered in isolation or as substitutes for net income, cash flows from
operating activities and other income or cash flow statements prepared in
accordance with GAAP as measures of liquidity or profitability. In
addition, Media Cashflow and EBITDA as determined by the Company may not be
comparable to related or similar measures as reported by other companies
and do not represent funds available for discretionary use.
(c) Total long-term debt including due to affiliates includes the Senior Notes,
the Senior Secured Facility (as defined below), secured obligations,
mortgage obligations, obligations under capital leases, secured
subordinated obligations, appreciation notes, unsecured obligations and
performance incentive plan liabilities.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
The following discussion and analysis of the financial condition and
results of operations of the Company should be read in conjunction with the
consolidated financial statements of Brill Media Company, LLC and notes thereto
included elsewhere in this Report.
Brill Media Company, LLC was organized in 1997. The Subsidiaries, all of
which are wholly-owned, include various radio, newspaper and related businesses.
The Stations own and operate FM and AM radio stations in Pennsylvania, Colorado,
Indiana/Kentucky, and Minnesota/Wisconsin. The Newspapers own and operate
integrated newspaper publishing, printing and print advertising distribution
operations, providing total-market print advertising coverage throughout a
thirty-six county area in the central and northern portions of the lower
peninsula of Michigan. The historical financial statements of Brill Media
Company, LLC included elsewhere in this Report include the financial position
and results of operations on a consolidated basis.
21
The Stations' revenues are derived primarily from advertising revenues. In
general, each Station receives revenues for advertising sold for placement
within the Station's programming. Advertising is sold in time increments and is
priced primarily based on a Station's program's popularity within the
demographic group an advertiser desires to reach, as well as quality of service
provided to the customer, creativity in marketing the client's products and
services, the personal relationship between the Station's account executive and
the client, and the client's view of the popularity of the Station among its
target customer base. In addition, advertising rates are affected by the number
of advertisers competing for available time, the size and demographic make-up of
the markets served by the Stations and the availability of alternative
advertising media in the market area. Rates are highest during the most
desirable listening hours, with corresponding reductions during other hours.
During the year ended February 29, 2000, over 90% of the Stations'
advertising revenues were generated from local and regional advertising, which
is sold primarily by a Station's sales staff. The remainder of the advertising
revenues represents national advertising and network compensation payments. In
addition to any commissions paid to its sales staff, the Stations generally pay
commissions to advertising agencies on local and regional advertising and to
sales representation firms on national advertising. The advertising revenues of
a Station generally are highest in the second and fourth calendar quarters of
each year, due in part to increases in consumer advertising in the spring and
retail advertising in the period leading up to and including the holiday season.
During the year ended February 29, 2000, no single customer in any of the
Stations' markets provided more than 2% of the Company's revenues.
In the broadcasting industry, radio stations often utilize trade (or
barter) agreements to exchange advertising time for goods or services (such as
other media advertising, travel or lodging), in lieu of cash. In order to
preserve most of its on-air inventory for cash advertising, the Company
generally enters into trade agreements only if the goods or services bartered to
the Company will be used in the Company's business. The Company has minimized
its use of trade agreements and has sold over 90% of its radio advertising time
for cash for the year ended February 29, 2000. In addition, it is the Company's
general policy not to pre-empt radio advertising spots paid for in cash with
radio advertising spots paid for in trade.
Each Station's financial results depend on a number of factors, including
the general strength of the local and national economies, population growth, the
ability to provide popular programming, local market and regional competition,
the relative efficiency of radio broadcasting compared to other advertising
media, signal strength, development of competitive technologies and government
regulation and policies.
The Newspapers' revenues are derived primarily from advertising and
subscription revenues and to a lesser extent, from printing and print
distribution revenues. In general, newspaper publications receive revenue for
advertising sold to reach readership within its geographical distribution area
and its customers' marketing areas. The combined coverage and timing of the
numerous weekly publications and the daily publications provide the Newspapers
with flexibility and efficiencies to create a competitive advantage in
attracting advertisers. As an inducement to its customers, the Newspapers offer
advertisers more efficient buys when they purchase ad placement in
22
multiple publications. The Newspapers have a widely diversified customer base,
and for the year ended February 29, 2000, no single customer of the Newspapers
represented more than 2% of the Company's revenues. The Newspapers' financial
results are dependent on a number of factors, particularly those that impact
local retail sales, including the general strength of the local and national
economies, population growth, local and regional market competition and the
perceived relative efficiency of newspapers compared to other advertising media.
The following table sets forth the percentage of revenues generated by the
Company's Stations and Newspapers.
Years Ended February 28 or 29
Revenues 2000 1999 1998 1997 1996
- --------------------------------------------------------------------------------
Stations 37% 37% 51% 50% 52%
Newspapers 63% 63% 49% 50% 48%
------------------------------------------------------------
100% 100% 100% 100% 100%
============================================================
The primary operating expenses incurred in the ownership and operation of
the Stations include employee salaries and commissions, programming, advertising
and promotion expenses. For the Newspapers, the primary operating expenses are
employee salaries and commissions, newsprint and delivery charges. Newsprint
represents the Newspapers' single largest raw material expense, the cost of
which is cyclical and may vary widely from period to period.
The Company also incurs and will continue to incur significant depreciation
and amortization expense as a result of completed and future acquisitions of
radio stations and newspapers as well as interest expense due to existing
borrowings and future borrowings. The consolidated financial statements of Brill
Media Company, LLC tend not to be directly comparable from period to period due
to the Company's acquisition and disposition activity.
Results of Operations
Year Ended February 29, 2000 Compared to Year Ended February 28, 1999
Revenues for the year ended February 29, 2000 were $42.8 million, a $2.4
million or 5.9% increase from $40.4 million for the prior fiscal year. The
Stations' revenues were $15.8 million, up 6.3% from $14.9 million for the prior
fiscal year and Newspapers' revenues were $27.0 million, up 5.7% from $25.5
million for the prior fiscal year.
Stations' revenues increased $.9 million or 6.3% from the prior fiscal
year. The fiscal 2000 acquisition accounted for $.2 million of this
increase with the remainder due to continuing same station growth within
each market.
The Newspapers' revenues increased $1.5 million or 5.7% from the prior
fiscal year. Fiscal 2000 and 1999 acquisitions accounted for $1.4 million
of the increase.
23
Operating expenses for the year ended February 29, 2000 were $37.9 million,
an increase of $3.0 million or 8.7% from the prior fiscal year.
The Stations' operating expenses increased $.6 million or 5.0% from the
prior fiscal year. The fiscal 2000 acquisitions accounted for $.2 million
of this increase.
The Newspapers' operating expenses increased $2.4 million over the prior
fiscal year. Of this increase, $1.9 million was attributable to the 2000
and 1999 acquisitions; $.9 million was attributable to increases in
non-cash provisions for amortization, depreciation and incentive plan; with
same Newspapers' operating costs decreasing by $.4 million.
As a result of the above, operating income for the year ended February 29,
2000 was $4.9 million, a decrease of $.6 million or 11.5% from the prior fiscal
year.
Other income (expense) for the year ended February 29, 2000 was $7.1
million of net expense, a decrease of $4.8 million or 40.4% over the prior
comparative period. This is primarily due to the gain on sale of assets of $6.0
million offset by an increase in net interest expense associated with the
additional borrowing and financing activities for the acquisitions referenced
above.
Year Ended February 28, 1999 Compared to Year Ended February 28, 1998
Revenues for the year ended February 28, 1999 were $40.4 million, a $10.9
million or 36.8% increase from $29.5 million for the prior fiscal year. The
Stations' revenues were $14.9 million, down less than 1% from $15.0 million for
the prior fiscal year and Newspapers' revenues were $25.5 million, up 75.6% from
$14.5 million for the prior fiscal year.
Stations' revenues, excluding the Missouri Properties, increased $1.0
million or 7.3% from the prior fiscal year. This increase is due to
continuing operations growth within each market.
The Newspapers' revenues increased $11.0 million or 75.6% from the prior
fiscal year. Fiscal 1999 and 1998 acquisitions accounted for $10.2 million
of the increase.
Operating expenses for the year ended February 28, 1999 were $34.9 million,
an increase of $10.5 million or 42.9% from the prior fiscal year.
The Stations' operating expenses, excluding the Missouri Properties,
increased $1.3 million or 11.6% from the prior fiscal year primarily as a
result of salary and promotional related expenditures incurred to expand
existing markets. Total operating expenses of the Stations decreased $.2
million from the prior fiscal year.
The Newspapers' operating expenses increased $10.7 million over the prior
fiscal year. Of this increase, $9.5 million was attributable to the 1999
and 1998 acquisitions.
24
As a result of the above, operating income for the year ended February 28,
1999 was $5.5 million, an increase of $.4 million or 7.6% from the prior fiscal
year.
Other income (expense) for the year ended February 28, 1999 was $11.9
million of net expense, an increase of $2.3 million or 24.5% over the prior
comparative period. This is primarily due to an increase in net interest expense
associated with the additional borrowing and financing activities for the
acquisitions referenced above.
Liquidity and Capital Resources
Generally, the Company's operating expenses are paid before its advertising
revenues are collected. As a result, working capital requirements have increased
as the Company has grown and will likely increase in the future.
Net cash provided by operating activities was $.9 million, $2.1 million and
$2.2 million for the years ended February 29, 2000 and February 28, 1999 and
1998, respectively.
The decrease of $1.2 million in cash provided by operating activities in
fiscal 2000 from fiscal 1999 is primarily attributable to increased net
interest payments and by operating activities of the 1999 and 2000
acquisitions.
The decrease in cash provided by operating activities in fiscal 1999 from
fiscal 1998 is attributable to the increased payment of interest and
management fees, along with the timing related to the collection of
receivables and the payment of operating expenses.
Net cash provided by (used in) investing activities was $1.0 million,
($8.1) million and ($22.4) million for the years ended February 29, 2000 and
February 28, 1999, and 1998, respectively.
The cash provided by investing activities for fiscal 2000 is primarily
attributable to the proceeds from the sale of the Missouri Properties,
offset by additional loans to Managed Affiliates and related parties,
newspaper and radio acquisitions and the purchase of property and
equipment. The increase of $9.1 million in cash provided by investing
activities from fiscal 1999 is related primarily to proceeds from the sale
of the Missouri Properties and decreased loans to Managed Affiliates and
related parties in fiscal 2000, offset by a deposit with the FCC for the
Wellington, Colorado radio station (see Dispositions and Acquisitions).
The cash used in investing activities for fiscal 1999 is primarily
attributable to the additional loans to Managed Affiliates and related
parties, a newspaper and a radio acquisition and the purchase of property
and equipment. The decrease of $14.3 million in cash used in investing
activities from fiscal 1998 is related primarily to decreased loans to
Managed Affiliates, newspaper acquisitions and a non-compete agreement
payment, offset by increased purchases of property and equipment and loans
to related parties in fiscal 1999, and the receipt of amounts due from
related parties in fiscal 1998.
25
Net cash provided by (used in) financing activities was $12.4 million,
($2.2) million and $30.3 million for the years ended February 29, 2000 and
February 28, 1999 and 1998, respectively.
The cash provided by financing activities for the current year is
attributable primarily to $15 million in proceeds from the Senior Secured
Facility entered into during October 1999. The increase was offset by
payment of costs associated with the credit facility and principal payments
of long-term obligations. Included in the principal payments of long-term
obligations was $3 million of Appreciation Notes that were redeemed by
proceeds provided by a capital contribution made by Mr. Brill. The increase
in cash provided by financing activities of $14.6 million from the prior
fiscal year is related primarily to the proceeds from the Senior Secured
Facility, net of repayments of long-term debt, and payments of deferred
financing fees.
The use of cash for financing activities for fiscal 1999 is attributable
primarily to payments of amounts due to related parties and the proceeds
from long-term debt, net of repayments. The increase in cash used for
financing activities of $32.5 million from fiscal 1998 is related primarily
to decreased proceeds from long-term debt, net of repayments from long-term
debt, payments of deferred financing fees and dividends.
EBITDA was $8.0 million, $8.4 million and $7.0 million for the years ended
February 29, 2000 and February 28, 1999 and 1998, respectively. Media Cashflow
was $13.4 million, $13.1 million and $10.7 million for the years February 29,
2000 and February 28, 1999 and 1998, respectively. Media Cashflow represents
EBITDA plus incentive plan expense, management fees, time brokerage fees paid,
acquisition related consulting expense, income from temporary cash investments
and interest income from loans made by the Company to Managed Affiliates. EBITDA
represents operating income plus depreciation and amortization expense. Media
Cashflow and EBITDA as used above include the results of operations from
unrestricted subsidiaries and therefore differ from the same terms as defined in
the Indenture under which the Company's Senior Notes were issued.
Although Media Cashflow and EBITDA are not measures of performance
calculated in accordance with GAAP, management believes that these measures are
useful in evaluating the Company and are widely used in the media industry to
evaluate a media company's performance. However, Media Cashflow and EBITDA
should not be considered in isolation or as substitutes for net income, cash
flows from operating activities and other income or cash flow statements
prepared in accordance with GAAP as measures of liquidity or profitability. In
addition, Media Cashflow and EBITDA as determined by the Company may not be
comparable to related or similar measures as reported by other companies and do
not represent funds available for discretionary use.
The Company has loaned $20 million to Managed Affiliates and received in
return the Managed Affiliate Notes which are unsecured, mature on January 1,
2001 and bear interest at a rate of 12% per annum. The Company is evaluating
various options relating to the maturity of the notes receivable from Managed
Affiliates, including the
26
possibility of an extension. Accordingly, the Company has presented these notes
as long-term on the accompanying consolidated statement of financial position.
The Senior Notes indenture generally limits the Company to $20 million of
outstanding loans to managed affiliates. The proceeds of such loans have been
used by the Managed Affiliates to purchase property, equipment, and intangibles
and provide working capital. It is anticipated that similar relationships may be
initiated with other affiliates in the future. The aggregate amount of Managed
Affiliate Notes may not exceed $20 million unless the Company meets certain
conditions as described below in "Certain Relationship and Related
Transactions". For the year ended February 29, 2000, the Managed Affiliates
reported combined revenues of $4.7 million, net loss of $2.8 million and Media
Cashflow of $.8 million.
Long-term obligations include the Company's 12% senior notes due 2007
(Senior Notes). The Senior Notes require semi-annual cash interest payments on
each June 15 and December 15 of $6.3 million. The Company redeemed the
Appreciation Notes on June 15, 1999 at a redemption price of $3 million.
In October 1999, as permitted under the Indenture governing the Senior
Notes, the Company borrowed $15 million under a secured credit facility with a
senior lender (the Senior Secured Facility) which matures October 2004. The
facility bears interest, payable monthly, at the prime rate plus 1% with a
minimum interest rate of 8% per annum (effectively 9.75% at February 29, 2000).
The facility restricts the Company from essentially the same defined limitations
as contained in the Indenture and includes certain financial covenants with
respect to earnings and asset coverage. The facility is secured by substantially
all assets of the restricted subsidiaries as defined in the Indenture.
The Company's ability to pay interest on the Senior Notes and the Senior
Secured Facility when due, and to satisfy its other obligations depends upon its
future operating performance, and will be affected by financial, business,
market, technological, competitive and other conditions, developments,
pressures, and factors, many of which are beyond the control of the Company. The
Company is highly leveraged, and many of its competitors are believed to operate
with much less leverage and to have significantly greater operating and
financial flexibility and resources.
Historically, the Company has achieved significant growth through
acquisitions. In order for the Company to achieve needed future growth in
revenues and earnings and to replace the revenues and earnings of properties
that may be sold by one or more of the Subsidiaries from time to time,
additional acquisitions may be necessary. Meeting this need for acquisitions
will depend upon several factors, including the continued availability of
suitable financing. There can be no assurance that the Company can or will
successfully acquire and integrate future operations. In connection with future
acquisition opportunities, the Company, or one or more of its subsidiaries, may
need to incur additional indebtedness or issue additional equity or debt
instruments. There can be no assurance that debt or equity financing for such
acquisitions will be available on acceptable terms, or that the Company will be
able to identify or consummate any new acquisitions.
The Indenture limits the Company's ability to incur additional
indebtedness. Limitations in the Indenture on the Company's ability to incur
additional indebtedness,
27
together with the highly leveraged nature of the Company, could limit operating
activities, including the Company's ability to respond to market conditions, to
provide for unanticipated capital investments and to take advantage of business
opportunities.
The Company's primary liquidity needs are to fund capital expenditures,
provide working capital, meet debt service requirements and make acquisitions.
The Company's principal sources of liquidity are expected to be cashflow from
operations, cash on hand and indebtedness permitted under the Indenture. The
Company believes that liquidity from such sources should be sufficient to permit
the Company to meet its debt service obligations, capital expenditures and
working capital needs for the next 12 months, although additional capital
resources may be required in connection with the further implementation of the
Company's acquisition strategy.
In the past, depreciation, amortization, and interest charges have
contributed significantly to net losses incurred by the Company, and it is
expected that such net losses will continue in the future. On a combined basis,
the Company and its predecessors reported a net loss in four of the last five
fiscal years. In the fiscal year ended February 29, 2000, the Company reported a
net loss of $2.7 million. While the Company expects that the Subsidiaries'
cashflow will improve, the Company nonetheless expects that the Subsidiaries
will continue to incur substantial net losses. There can be no assurance that
the Company will not continue to generate net losses in the future.
Capital expenditures in fiscal 2000 were $1.4 million of which $.5 million
related to Station operations and $.9 related to Newspaper operations. The
Company anticipates that capital expenditures in fiscal 2001 will approximate
$1.2 million for existing properties.
Seasonality
Seasonal revenue fluctuations are common in the newspaper and radio
broadcasting industries, caused by localized fluctuations in advertising
expenditures. Accordingly, the Stations' and Newspapers' quarterly operating
results have fluctuated in the past and will fluctuate in the future as a result
of various factors, including seasonal demands of retailers and the timing and
size of advertising purchases. Generally, in each calendar year the lowest level
of advertising revenues occurs in the first quarter and the highest levels occur
in the second and fourth quarters.
Inflation
The Company believes that inflation affects its business no more than it
generally affects other similar businesses.
Income Taxes
The taxable income or loss of the Company's "S" corporation and limited
liability company subsidiaries for federal income tax purposes is passed through
to Mr. Brill. Accordingly, the financial statements include no provision for
federal income taxes of the Company's "S" corporation or limited liability
company subsidiaries. Certain of the Company's subsidiaries are "C"
corporations. The "C" corporations are in loss
28
carryforward positions at February 29, 2000 for income tax purposes. As a result
of net operating loss carryforwards and temporary differences, the "C"
corporations have net deferred tax assets at February 28 or 29, 2000 and 1999 of
approximately $7.6 million and $8.6 million, respectively and have established
equivalent valuation allowances.
Impact of Year 2000
The Company is not aware of any interruption to its hardware, software,
Station broadcast systems, Newspaper publishing, production and distribution
systems, business office systems and ancillary equipment related to the passing
of January 1, 2000.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's market risk sensitive instruments do not subject the Company
to material risk exposures, except for such risks related to interest rate
fluctuations. As of February 29, 2000, the Company has debt outstanding of
approximately $132.6 million. Senior Notes with a carrying value of $103.2
million have an estimated fair value of approximately $69.3 million. The fair
market value of the Company's remaining debt of $29.4 million approximates its
carrying value.
Fixed interest rate debt totals approximately $116.2 million as of February
29, 2000 and includes: the Senior Notes which bear cash interest, payable
semiannually, at a rate of 12% until maturity on December 15, 2007; and other
debt, the majority of which have stated rates of 7% to 8%. The remainder of the
debt totaling $16.4 million, or 12.4% of the total, is variable rate debt. The
majority of such debt is the Senior Secured Facility, which currently bears
interest at 9.75% (all of which are described in the notes to the financial
statements included in Item 8 below).
At February 29, 2000 long-term debt matures as follows:
===================================================================================================================================
Fiscal Year 2001 2002 2003 2004 2005 Thereafter Total
- -----------------------------------------------------------------------------------------------------------------------------------
Senior Notes, net of
unamortized discount of
$1,829,553 $ -- $ -- $ -- $ -- $ -- $103,170,447 $103,170,447
Senior Secured
Facility -- -- -- -- 15,000,000 -- 15,000,000
Other 1,271,812 1,122,941 1,238,074 3,170,151 1,013,960 6,626,714 14,443,652
-----------------------------------------------------------------------------------------------------------------
$ 1,271,812 $ 1,122,941 $ 1,238,074 $ 3,170,151 $ 16,013,960 $105,410,218 $132,604,099
=================================================================================================================
At February 28, 1999 long-term debt includes:
===================================================================================================================================
Total
- -----------------------------------------------------------------------------------------------------------------------------------
Senior Notes, net
of unamortized
discount of
$5,538,868 $ 99,461,132
Appreciation Notes,
net of
unamortized
discount of
$148,882 2,851,118
Other 13,854,604
-----------------------------------------------------------------------------------------------------------------
$116,166,854
=================================================================================================================
29
Brill Media Company, LLC
(A Limited Liability Company)
Consolidated Financial Statements
Years ended February 29, 2000 and February 28, 1999 and 1998
Contents
Report of Independent Auditors ............................................. 31
Consolidated Financial Statements
Consolidated Statements of Financial Position .............................. 32
Consolidated Statements of Operations and Members' Deficiency .............. 33
Consolidated Statements of Cash Flows ...................................... 34
Notes to Consolidated Financial Statements ................................. 36
30
Report of Independent Auditors
The Members of Brill Media Company, LLC
We have audited the accompanying consolidated statements of financial position
of Brill Media Company, LLC as of February 29, 2000 and February 28, 1999, and
the related consolidated statements of operations and members' deficiency and
cash flows for each of the three years in the period ended February 29, 2000.
Our audits also included the financial statement schedule listed in the Index at
Item 14(a). These financial statements and schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Brill
Media Company, LLC at February 29, 2000 and February 28, 1999, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended February 29, 2000, in conformity with auditing
standards generally accepted in the United States. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
Ernst & Young LLP
Chicago, Illinois
April 28, 2000
31
Brill Media Company, LLC
(A Limited Liability Company)
Consolidated Statements of Financial Position
February 28 or 29
2000 1999
------------------------------
Assets
Current assets:
Cash and cash equivalents $ 17,068,088 $ 2,740,244
Accounts receivable, net of allowance for doubtful accounts in
2000 - $271,734 and 1999 - $211,697 5,225,803 5,021,759
Inventories 563,493 495,377
Other current assets 511,054 368,183
------------------------------
Total current assets 23,368,438 8,625,563
Notes receivable from managed affiliates 20,000,000 18,263,747
Property and equipment 22,906,426 23,118,587
Less: Accumulated depreciation 9,427,644 10,295,485
------------------------------
Net property and equipment 13,478,782 12,823,102
Goodwill and FCC licenses, net of accumulated amortization in
2000 - $2,354,702 and 1999 - $2,308,780 13,904,570 13,808,957
Covenants not to compete, net of accumulated amortization in
2000 - $2,488,074 and 1999 - $1,594,930 3,127,752 3,977,407
Other assets, net 6,133,957 5,672,201
Amounts due from related parties 5,546,334 3,654,279
------------------------------
$ 85,559,833 $ 66,825,256
==============================
Liabilities and members' deficiency
Current liabilities:
Amounts payable to related parties $ 1,658,489 $ 637,141
Accounts payable 1,111,237 1,288,100
Accrued payroll and related expenses 936,876 750,334
Accrued interest 2,759,999 1,642,244
Other accrued expenses 262,271 437,185
Current maturities of long-term obligations 1,271,812 3,960,435
------------------------------
Total current liabilities 8,000,684 8,715,439
Long-term notes and other obligations 131,332,287 112,206,419
Members' deficiency (53,773,138) (54,096,602)
------------------------------
$ 85,559,833 $ 66,825,256
==============================
See accompanying notes
32
Brill Media Company, LLC
(A Limited Liability Company)
Consolidated Statements of Operations and Members' Deficiency
Years ended February 28 or 29
2000 1999 1998
--------------------------------------------
Revenues $ 42,819,239 $ 40,433,447 $ 29,566,647
Operating expenses:
Operating departments 31,861,558 29,763,933 20,805,920
Incentive plan 276,300 (614,300) (620,000)
Management fees 2,681,161 2,583,381 2,074,834
Time brokerage agreement fees, net 19,742 46,429 48,000
Consulting 24,990 246,135 242,992
Depreciation 1,610,411 1,479,401 1,086,846
Amortization 1,441,164 1,386,268 776,064
--------------------------------------------
37,915,326 34,891,247 24,414,656
--------------------------------------------
Operating income 4,903,913 5,542,200 5,151,991
Other income (expense):
Interest - managed affiliates 2,302,002 2,090,933 1,759,329
Interest - related parties, net 291,586 107,807 165,167
Interest - other, net (14,410,027) (13,341,049) (10,683,620)
Amortization of deferred financing costs (1,150,948) (602,149) (710,893)
Gain (loss) on sale of assets, net 6,038,027 2,700 (6,909)
Other, net (167,567) (173,636) (93,853)
--------------------------------------------
(7,096,927) (11,915,394) (9,570,779)
--------------------------------------------
Loss before income taxes, extraordinary item and
cumulative effect of change in accounting
principle (2,193,014) (6,373,194) (4,418,788)
Income tax provision 332,543 229,390 148,868
--------------------------------------------
Loss before extraordinary item and cumulative
effect of change in accounting principle
(2,525,557) (6,602,584) (4,567,656)
Extraordinary item -- -- (4,124,209)
--------------------------------------------
Loss before cumulative effect of change in
accounting principle (2,525,557) (6,602,584) (8,691,865)
--------------------------------------------
Cumulative effect of change in accounting principle 150,979 -- --
--------------------------------------------
Net loss (2,676,536) (6,602,584) (8,691,865)
Members' deficiency, beginning of year (54,096,602) (47,509,998) (26,609,973)
Capital contributions 3,000,000 15,980 1,840
Dividends -- -- (12,210,000)
--------------------------------------------
Members' deficiency, end of year $(53,773,138) $(54,096,602) $(47,509,998)
============================================
See accompanying notes.
33
Brill Media Company, LLC
(A Limited Liability Company)
Consolidated Statements of Cash Flows
Years ended February 28 or 29
2000 1999 1998
--------------------------------------------
Operating activities
Net loss $ (2,676,536) $ (6,602,584) $ (8,691,865)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 3,051,575 2,865,669 1,862,910
Amortization of deferred financing costs
and original issue discount 5,045,642 5,315,364 1,502,729
Management fees accrual 570,317 598,891 670,833
Related parties interest accrual 29,595 207,216 (24,444)
Additional interest accrual -- -- 2,874,964
Incentive plan accrual 276,300 (614,300) (620,000)
(Gain) loss on sale of assets, net (6,038,027) (2,700) 6,909
Cumulative effect of change in
accounting principle 150,979 -- --
Extraordinary item -- -- 4,124,209
Changes in operating assets and
liabilities, net of the effect of
acquisitions:
Accounts receivable (204,044) (1,250,180) (238,368)
Other current assets (278,753) 337,783 (371,229)
Accounts payable (176,863) 513,748 (22,866)
Other accrued expenses 1,129,367 697,233 1,126,733
--------------------------------------------
Net cash provided by operating activities 879,552 2,066,140 2,200,515
Investing activities
Purchase of property and equipment (1,424,677) (1,502,408) (959,409)
Purchase of newspapers, net of cash
acquired (55,035) (557,640) (6,574,233)
Purchase of radio station (1,000,000) (583,707) --
Proceeds from sale of radio stations 7,399,928 -- --
Proceeds from sale of assets 246,455 92,929 30,915
Loans to managed affiliates (1,736,253) (1,948,000) (15,907,346)
Payment for noncompetition agreement -- -- (3,000,000)
Increase in other assets (426,230) (53,235) (134,059)
Loans to related parties (1,957,000) (3,500,000) --
Decrease in amounts due from related
parties -- -- 4,157,453
--------------------------------------------
Net cash provided by (used in) investing
activities 1,047,188 (8,052,061) (22,386,679)
34
Brill Media Company, LLC
(A Limited Liability Company)
Consolidated Statements of Cash Flows (continued)
Years ended February 28 or 29
2000 1999 1998
-----------------------------------------------
Financing activities
Increase (decrease) in amounts due to
related parties $ 486,851 $ (735,455) $ 353,944
Payment of deferred financing costs and
other (1,470,118) (503,420) (8,902,305)
Principal payments on long-term
obligations (6,159,027) (2,409,503) (70,890,441)
Proceeds from long-term borrowings 16,543,398 1,440,950 122,475,376
Payment of short-term obligation -- -- (500,000)
Capital contributions 3,000,000 15,980 1,840
Dividends -- -- (12,210,000)
-----------------------------------------------
Net cash provided by (used in) financing
activities 12,401,104 (2,191,448) 30,328,414
-----------------------------------------------
Net increase (decrease) in cash and cash
equivalents 14,327,844 (8,177,369) 10,142,250
Cash and cash equivalents at beginning of
year 2,740,244 10,917,613 775,363
-----------------------------------------------
Cash and cash equivalents at end of year $ 17,068,088 $ 2,740,244 $ 10,917,613
===============================================
Supplemental disclosures of cash flow
information:
Interest paid $ 9,581,197 $ 8,666,871 $ 5,977,788
Income taxes paid: 313,438 132,051 157,432
See accompanying notes.
35
Brill Media Company, LLC
(A Limited Liability Company)
Notes to Consolidated Financial Statements
Years ended February 29, 2000 and February 28, 1999 and 1998
1. Basis of Presentation and Business
Basis of Presentation
The consolidated financial statements include the accounts of Brill Media
Company, LLC and its subsidiaries, all of which are wholly owned (collectively
the Company or BMC). BMC's members are directly owned by Alan R. Brill (Mr.
Brill). All intercompany balances and transactions have been eliminated in
consolidation.
In December 1997, various radio and newspaper businesses owned by Mr. Brill were
contributed, at historical cost, to a newly formed limited liability company,
BMC Holdings, LLC (Holdings), a wholly owned subsidiary of BMC. BMC and Holdings
were formed in 1997 with minimal capital contributions and had no operations
prior to the contribution of the radio and newspaper businesses. This
reorganization of entities under common control has been presented in these
consolidated financial statements similar to a pooling of interest. Accordingly,
all prior periods have been restated to reflect the reorganization.
BMC was organized as a limited liability company under the laws of the state of
Virginia and has a term of 50 years.
Business
The Company is a diversified media enterprise that acquires, develops, manages,
and operates radio stations, newspapers and related businesses in middle
markets. The Company presently owns or operates ten radio stations serving four
markets located in Pennsylvania, Kentucky/Indiana, Colorado, and
Minnesota/Wisconsin (collectively referred to herein as Radio), and
additionally, manages three radio stations located in the Kentucky/Indiana
market that are owned by affiliates of the Company - see Note 9. The Company
operates integrated newspaper publishing, printing and print advertising
distribution operations, providing total-market print advertising coverage
throughout a thirty-six-county area in the central and northern portions of the
lower peninsula of Michigan (collectively referred to herein as News). These
operations offer a three-edition daily newspaper, twenty-three weekly
publications, four monthly real estate guides, two web offset printing
operations for newspaper publications and outside customers, and three private
distribution companies.
36
2. Significant Accounting Policies
Cash Equivalents
The Company considers all highly liquid investments purchased with a maturity of
three months or less to be cash equivalents.
Inventories
Inventories, consisting primarily of newsprint, are stated at the lower of cost
(first in, first out) or market.
Property and Equipment
Property and equipment are stated at cost. Depreciation is provided under the
straight-line method over the estimated useful lives of the various assets as
follows:
Buildings and improvements 10 to 40 years
Towers and antennae 13 to 20 years
Machinery and equipment 3 to 25 years
Broadcast equipment 3 to 13 years
Furniture and fixtures 3 to 10 years
Intangible Assets
Goodwill and FCC licenses are being amortized as required by generally accepted
accounting principles. Amortization is calculated on the straight-line basis
over a period of 40 years.
Covenants not to compete are being amortized on the straight-line basis over the
agreements' terms of five to six years.
Deferred financing costs and favorable leasehold rights are being amortized on
the straight-line basis over the terms of the underlying debt (5-10 years) or
leases (3-20 years).
Long-Lived Assets
The Company annually considers whether indicators of impairment of long-lived
assets held for use (including intangibles) are present. If such indicators are
present, the Company determines whether the sum of the estimated undiscounted
future cash flows is less than their carrying amounts. The Company recognizes
any impairment loss based on the excess of the carrying amount of the assets
over their fair value. No impairment loss has been recognized during the three
years ended February 29, 2000.
37
2. Significant Accounting Policies (continued)
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 amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when advertising is aired by Radio or a
publication is distributed by News. Radio also receives fees under time
brokerage agreements (TBA) which are recognized based on a stated amount per
month.
Advertising
Advertising costs are expensed as incurred and totaled $1,264,000, $1,138,000
and $1,089,000 in fiscal 2000, 1999 and 1998 respectively.
Comprehensive Income
Net loss for the three years in the period ended February 29, 2000 is the same
as comprehensive loss.
Recently Issued Accounting Standard
The Company adopted AcSEC Statement of Position 98-5 "Reporting on the Costs of
Start-Up Activities" in the first quarter of fiscal 2000 and wrote-off, as
required, approximately $151,000 of previously capitalized start-up costs as a
cumulative effect of change in accounting principle. All future start-up or
preopening costs will be expensed as incurred.
3. Acquisitions and Dispositions
In July 1997, the Company paid $3,000,000 for a noncompetition agreement among
the Company, one of the managed affiliates (see Note 9), and the former owner of
the related radio stations.
During the year ended February 28, 1998, the Company acquired eleven weekly
shopping guide publications, a printing business and two print distribution
operations reaching approximately 164,000 households in the north-central
portion of the lower peninsula of Michigan (the 1998 News acquisitions) for an
aggregate purchase price of $10,306,000. The Company paid cash in the aggregate
of $6,574,000 and entered into notes payable with the sellers valued at
$3,732,000. The Company also secured covenants not to
38
3. Acquisitions and Dispositions (continued)
compete from the various sellers valued at $1,116,000. Two weekly shopping guide
publications and one print distribution operation were acquired in October 1997
and nine weekly shopping guide publications, the printing business and one
distribution operation were acquired in February 1998.
The purchase price for the 1998 News acquisitions has been allocated as follows:
Property and equipment $ 3,300,000
Intangibles 6,713,000
Inventory 252,000
Other assets, net of current liabilities 41,000
-----------
$10,306,000
===========
In November 1998, the Company acquired three weekly shopping guide publications
and a print distribution operation reaching approximately 66,000 households in
the north-western portion of the lower peninsula of Michigan (the 1999 News
acquisition). Total consideration was $1,409,000, which consisted of $558,000 in
cash and a secured seller note valued at $851,000. The Company also entered into
a six-year covenant not to compete valued at $406,000.
In February 1999, the Company purchased radio station KTRR-FM, located in
Loveland, Colorado, which it had been operating pursuant to a TBA since August
5, 1996. The purchase price of $2,134,000 included $584,000 in cash, a note
payable of $1,350,000 and a $200,000 nonrefundable payment made in fiscal 1997.
The Company also entered into a five-year covenant not to compete valued at
$180,000.
In April 1999, the Company acquired a real estate magazine which has monthly
distribution of approximately 20,000 households in the northwestern portion of
the lower peninsula of Michigan (the 2000 News acquisition). Total consideration
was $217,000, which consisted of $55,000 cash and a secured seller note valued
at $162,000. The Company also entered into a six-year covenant not to compete
valued at $54,000.
In October 1999, the Company submitted the winning bid of $1,561,000 in
accordance with the FCC rules for auctioning broadcast spectrum for a new FM
radio broadcast signal in Wellington, Colorado. The Company paid the FCC an
initial deposit of $312,000 in October 1999 with the balance due after final FCC
authorization. In April 2000, the Company received FCC authorization and
licensing of the station was completed and the remaining amount of $1,249,000
was paid. The Company expects to begin broadcasting in fiscal 2001.
In January 2000, the Company acquired radio station KUSZ-FM located in the
Duluth, Minnesota market for $1,000,000 in cash and a five-year covenant not to
compete valued at $156,000. The Company had been operating the radio station
pursuant to a TBA since August 1999.
39
3. Acquisitions and Dispositions (continued)
In February 2000 the Company sold the operating assets of its Missouri radio
stations (collectively, the Missouri Properties), which had been operated
pursuant to TBAs by the prospective buyer since November 1997. The sales price
was $7,419,000 and resulted in a pretax gain of $6,175,000, net of related
expenses.
The above acquisitions have been accounted for as purchases, and except where
stated otherwise the financial statements include the results of operations from
the acquisition dates. The 2000 pro forma consolidated operating results
reflecting the 2000 acquisitions and dispositions for the full year would not
have been materially different from reported amounts.
4. Property and Equipment
Property and equipment consists of the following:
February 28 or 29
2000 1999
----------------------------
Land $ 571,100 $ 611,304
Buildings and improvements 3,917,174 3,221,159
Towers and antennae 1,579,087 2,698,636
Machinery and equipment 9,012,591 8,581,513
Broadcast equipment 3,969,786 4,474,479
Furniture and fixtures 3,356,688 3,031,496
Construction in progress 500,000 500,000
----------------------------
$22,906,426 $23,118,587
============================
Property and equipment includes the following assets under capital leases:
February 28 or 29
2000 1999
---------------------------
Buildings and improvements $1,964,665 $ 828,337
Towers and antennae -- 700,000
Machinery and equipment 258,830 227,838
Broadcast equipment 538,613 487,957
Furniture and fixtures 340,442 272,554
---------------------------
$3,102,551 $2,516,686
===========================
Amortization of property and equipment under capital leases is included with
depreciation expense in the statements of operations and members' deficiency.
40
5. Other Assets
Other assets consist of the following:
February 28 or 29
2000 1999
-------------------------
Deferred financing costs $7,461,960 $6,090,493
Favorable leasehold rights 218,453 391,587
Other 791,919 479,816
-------------------------
8,472,332 6,961,896
Less: Accumulated amortization 2,338,375 1,289,695
-------------------------
$6,133,957 $5,672,201
=========================
6. Income Taxes
The taxable income or loss of the Company's "S" corporation or limited liability
company subsidiaries for federal income tax purposes is ultimately passed
through to Mr. Brill. Accordingly, the financial statements include no provision
for federal income taxes of the Company's "S" corporation or limited liability
company subsidiaries. Certain of the Company's subsidiaries are "C"
corporations. The Company calculates its current and deferred income tax
provisions for the "C" corporations using the liability method. Under the
liability method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax basis of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse.
At February 29, 2000, the "C" corporations had net operating loss carryforwards
of approximately $17.1 million for federal income tax purposes which expire in
fiscal 2001 through 2020.
41
6. Income Taxes (continued)
As a result of net operating loss carryforwards and temporary differences, the
"C" corporations have a net deferred tax asset and have established a valuation
allowance as follows:
February 28 or 29
2000 1999
--------------------------
Gross deferred tax assets:
Incentive plan expense $ 1,199,688 $ 1,136,280
Net operating loss carryforwards 6,842,998 7,991,492
Other 418,898 467,623
--------------------------
8,461,584 9,595,395
Gross deferred tax liabilities:
Deferred gain on replacement assets (846,456) (894,881)
Other -- (96,081)
--------------------------
(846,456) (990,962)
--------------------------
Net deferred tax asset 7,615,128 8,604,433
Valuation allowance (7,615,128) (8,604,433)
--------------------------
Net deferred tax asset recognized in the
balance sheet $ -- $ --
==========================
The components of the provision for income taxes are as follows:
Year ended February 28 or 29
2000 1999 1998
------------------------------------
Current federal tax $ 92,301 $ -- $ 22,954
Current state tax 240,242 229,390 125,914
------------------------------------
$332,543 $229,390 $148,868
====================================
42
6. Income Taxes (continued)
The provision or benefit for income taxes for the "C" corporations differs from
the amount computed by applying the United States federal income tax rate to
income or loss before income taxes, extraordinary item and the cumulative effect
of change in accounting principle. A reconciliation of the differences is as
follows:
Year ended February 28 or 29
2000 1999 1998
-----------------------------------------
"C" corporations income tax provision or
(benefit) at statutory federal tax rate $ 1,008,405 $ (912,424) $(1,584,605)
Increase (decrease) resulting from:
State income taxes of "C"
Corporations, net of federal benefit 177,954 (19,516) (171,636)
Net operating losses for which the tax
benefit has not been recorded -- 1,073,440 1,864,242
Utilization of net operating loss
carryforwards (1,027,648) -- --
Alternative minimum tax 92,301 -- --
Non-"C" corporations income tax
provision and other, net 81,531 87,890 40,867
-----------------------------------------
Income tax provision $ 332,543 $ 229,390 $ 148,868
=========================================
7. Long-Term Notes and Other Obligations
Long-term obligations consist of the following:
February 28 or 29
2000 1999
---------------------------
Senior unsecured notes (net of unamortized discount of
$1,829,553 and $5,538,868, respectively) $103,170,447 $ 99,461,132
Senior secured facility 15,000,000 --
Senior secured obligations, payable either monthly or
quarterly 4,691,600 4,950,911
Mortgage obligations, payable monthly 950,802 1,004,990
Capital leases, payable monthly 1,795,174 690,318
Subordinated secured obligations, payable monthly 2,390,656 2,633,451
Appreciation notes (net of unamortized discount of
$148,882 in 1999) -- 2,851,118
Unsecured obligations, payable monthly 1,408,420 1,654,234
Performance incentive plans 3,197,000 2,920,700
---------------------------
132,604,099 116,166,854
Less: Current maturities 1,271,812 3,960,435
---------------------------
$131,332,287 $112,206,419
===========================
43
On December 30, 1997, the Company issued $105,000,000 of 12% senior unsecured
notes (the Senior Notes) and $3,000,000 of appreciation notes (the Appreciation
Notes), both due in 2007. The Company received net proceeds of approximately
$96.8 million. The proceeds were used, in part, to pay off the Company's
existing senior note of $70 million plus accrued interest of $1.9 million and a
prepayment penalty of $2.8 million. The Company also wrote off previously
deferred financing costs of $1,324,000 related to the senior note. This expense,
plus the prepayment penalty, has been reflected as an extraordinary loss on the
early extinguishment of debt in the accompanying 1998 statement of operations
and members'deficiency.
The Senior Notes bear cash interest, payable semiannually, at a rate of 12%. The
Senior Notes were issued at a discount of approximately $10,539,000, which is
being amortized to yield an effective interest rate of 12.2%. The Senior Notes
are only redeemable at the Company's option in the event of an initial public
offering or beginning December 15, 2002, at the following redemption prices
(expressed in percentages of principle amount), plus accrued and unpaid
interest:
Redemption
Periods Beginning December 15, Price
----------------------------------------------------------------
2002 106%
2003 104%
2004 102%
2005 and thereafter 100%
Following one or more public offerings of the Company's capital stock with
aggregate proceeds of at least $25 million, the Company may redeem up to 25% of
the aggregate principal amount of the Senior Notes at 112% of the principal
amount, plus accrued and unpaid interest provided the principal amount
outstanding after any such redemption is at least $79 million.
Upon the occurrence of a change in control, as defined, each holder of the
Senior Notes has the right to require the Company to purchase all or any part of
such holder's notes, at 101% of the principal amount thereof, plus accrued and
unpaid interest.
The Senior Notes are senior unsecured obligations of the Company. The Senior
Notes are unconditionally guaranteed, fully, jointly, and severally, by each of
the direct and indirect subsidiaries of BMC (the Guarantors), all of which are
wholly owned. BMC is a holding company and has no operations, assets, or cash
flows separate from its investments in its subsidiaries. Accordingly, separate
financial statements and other disclosures concerning the Guarantors have not
been presented because management has determined that they would not be material
to investors.
44
7. Long-Term Notes and Other Obligations (continued)
Brill Media Management, Inc., a wholly-owned subsidiary of BMC and the co-issuer
of the Senior Notes, has minimal assets and liabilities ($100 cash and $100
capital at February 29, 2000; and $50 cash, $50 due from related parties and
$100 capital at February 28, 1999) and no income or expenses since its formation
in October 1997.
The Senior Notes restrict BMC and its restricted subsidiaries from the following
in excess of defined limitations: incurring additional indebtedness; making
restricted payments; creating or permitting any liens to exist; making
distributions; selling assets and subsidiary stock; transactions with
affiliates; completing sale/leaseback transactions; creating new subsidiaries or
designating unrestricted subsidiaries; engaging in other than permitted business
activities; and completing mergers and acquisitions.
In October 1999, as permitted under the Indenture governing the Senior Notes,
the Company borrowed $15 million under a secured credit facility with a senior
lender (the Senior Secured Facility) which matures October 2004. The facility
bears interest, payable monthly, at the prime rate plus 1% (effectively 9.75% at
February 29, 2000) with a minimum interest rate of 8% per annum. The facility
restricts the Company from essentially the same defined limitations as contained
in the Indenture and includes certain financial covenants with respect to
earnings and asset coverage. The facility is secured by substantially all assets
of the restricted subsidiaries, as defined in the Senior Notes.
The Senior secured obligations include approximately $2.7 million of obligations
payable in quarterly installments including interest at the stated rate of 7%
with the final installments of approximately $1.9 million due February 2004 and
a $1.35 million obligation payable monthly in interest only installments at
prime plus 1% until December 2001, then in quarterly payments of principal and
interest until February 2009.
Subordinated secured obligations include approximately $1.65 million of
obligations payable in monthly installments including interest, at varying
interest rates until July 2006 and an $840,000 obligation payable monthly, with
interest at the stated rate of 7%, through October 2008 with a final installment
of $153,000 due November 2008.
The senior secured obligations, mortgage obligations and subordinated secured
obligations are secured by the respective property for which the loan was
initiated, and are effectively senior in right of payment to the Senior Notes.
During fiscal 2000, 1999 and 1998, the Company entered into new capital leases
totaling $1,511,000, $195,000 and $109,000 respectively. The present value of
obligations under capital leases at February 29, 2000 includes $1,331,000 of
amounts due to related parties of the Company. In addition, in March 2000, the
Company entered into capital leases for leasehold improvements and equipment
totaling $1,476,000 with a related company.
45
7. Long-Term Notes and Other Obligations (continued)
The Appreciation Notes were non-interest bearing and issued at a discount of
$651,000, which was amortized to yield an effective interest rate of 17%. The
Company redeemed the Appreciation Notes on June 15, 1999 for an aggregate price
of $3 million.
In addition to the obligations described above, the Company has approximately
$1.41 million of unsecured obligations which are stated net of imputed interest
and are payable through 2009.
The Company has performance incentive plans with certain executives which are
recorded as long-term obligations. Such plans accumulate value based on certain
defined performance factors. The executives were fully vested at February 29,
2000 and 1999. Payments under the terms of the plans would commence only upon
the death, disability, retirement, or termination of employment of an executive,
and can be made at the discretion of the Company in amounts and on terms no less
favorable to the executive than quarterly payments of 2.5% of the vested amount.
Aggregate maturities of long-term obligations during the next five years are as
follows:
Fiscal Year Amount
-------------------------------------------------------------------------
2001 $1,271,812
2002 1,122,941
2003 1,238,074
2004 3,170,151
2005 16,013,960
The estimated fair market value of the Senior Notes was approximately
$69,300,000 at February 29, 2000, based on the average trading price at that
date. The fair market value of the Company's remaining long-term debt
approximates its carrying value.
46
8. Commitments
The Company leases certain land, buildings, and equipment. Rent expense for
fiscal 2000, 1999, and 1998 was $633,000, $419,000, and $279,000, respectively.
Future minimum lease payments under operating leases that have initial or
remaining noncancelable terms in excess of one year as of February 29, 2000, are
as follows:
Fiscal Year Amount
-----------------------------------------------------------------
2001 $ 307,376
2002 271,026
2003 115,591
2004 101,716
2005 54,926
Thereafter 11,056
Certain litigation and claims arising in the normal course of business are
pending against the Company and its subsidiaries. While it is not possible to
predict the results of these matters, the Company is of the opinion that the
ultimate disposition of all such matters, after taking into account the
liabilities accrued with respect thereto and possible recoveries under insurance
liability policies, will not have a material adverse effect on its consolidated
financial position.
9. Transactions With Related Parties
Brill Media Company, LP (BMCLP), owned indirectly by Mr. Brill, is a group
executive management operation which provides supervisory activities and certain
corporate-wide administrative services to the Company. BMCLP earns a fee, paid
monthly as permitted, based on a percentage of revenue under standard
contractual arrangements. The Company was charged management fees by BMCLP in
fiscal 2000, 1999, and 1998 of $2,681,000, $2,583,000, and $2,075,000,
respectively. The payment of management fees is subordinated to the payment of
the Company's obligations under the Senior Notes.
The Company has management agreements and loans with affiliates, owned by Mr.
Brill, which operate radio stations in the same markets as the Company. In
accordance with the management agreements, the managed affiliates pay fixed
management fees plus a variable fee based on performance, as defined. The
Company earned management fees from these managed affiliates of $240,000 in
fiscal 2000, 1999 and 1998.
At February 29, 2000 and February 28, 1999, notes receivable from managed
affiliates totaled $20,000,000 and $18,264,000, respectively. In connection with
the Company's issuance of the Senior Notes and Appreciation Notes - see Note 7,
the Company refinanced the outstanding 17.5% notes receivable from managed
affiliates during fiscal 1998. The current notes receivable bear interest at
12%, payable semi-annually. Principal and any outstanding accrued interest is
due January 2001. The Company is
47
9. Transactions With Related Parties (continued)
evaluating various options relating to the maturity of the notes receivable from
managed affiliates, including the possibility of an extension. Accordingly, the
Company has presented these notes as long-term on the accompanying consolidated
statement of financial position. The Senior Notes indenture generally limits the
Company to $20 million of outstanding loans to managed affiliates.
At February 29, 2000, amounts due from related parties includes a $3,000,000
note receivable plus accrued interest of $38,000 from an affiliate which
operates a radio station in one of the Company's markets. This note bears
interest at the prime rate payable annually until maturity on December 31, 2003.
Also included in amounts due from related parties are notes receivable from
officers of $500,000 plus accrued interest of $19,000. The five year notes bear
interest at 6%, payable annually, with principal due at maturity. In addition,
the Company has notes receivable of $1,957,000 plus accrued interest of $32,000
from certain related parties which own newspaper and radio facilities, occupied
by the Company. These notes bear interest at the prime rate plus 1% payable
annually on December 31 of each year until maturity on November 30, 2004 or
February 25, 2005.
At February 29, 2000, amounts payable to related parties include accrued
management fees of $1,354,000 and other operating payables of $304,000. At
February 28, 1999, amounts payable to related parties include accrued management
fees of $783,000 and accrued interest payable of $37,000, net of other operating
receivables of $183,000.
48
10. Operating Segments
The Company has two operating segments: operation of AM and FM radio stations
and publication of daily and weekly newspapers and shoppers.
Information for the years ended February 29, 2000, and February 28, 1999, and
1998, regarding the Company's major operating segments is presented in the
following table:
Radio News Total
-----------------------------------------------
Revenues:
2000 $ 15,855,070 $ 26,964,169 $ 42,819,239
1999 14,922,266 25,511,181 40,433,447
1998 15,038,174 14,528,473 29,566,647
Operating income:
2000 2,101,627 2,802,286 4,903,913
1999 1,824,832 3,717,368 5,542,200
1998 1,743,993 3,407,998 5,151,991
Total assets:
2000 49,690,893 35,868,940 85,559,833
1999 41,673,635 25,151,621 66,825,256
1998 35,740,717 30,408,274 66,148,991
Depreciation and amortization expense:
2000 1,526,708 1,524,867 3,051,575
1999 1,543,812 1,321,857 2,865,669
1998 1,271,684 591,226 1,862,910
Capital expenditures:
2000 459,726 964,951 1,424,677
1999 887,824 614,584 1,502,408
1998 590,527 368,882 959,409
49
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company has not made any changes in, nor has it had any disagreements
with its accountants, on accounting and financial disclosure.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors of Media are elected annually by its sole shareholder, BMC.
Executive officers of Media are elected by, and serve at the pleasure of,
Media's board of directors.
The following table sets forth certain information with regard to Media's
principal executive officers and directors as of February 29, 2000.
Name Age Position
- --------------------------------------------------------------------------------
Alan R. Brill 57 Director, President and CEO
Robert M. Leich 57 Director
Philip C. Fisher 61 Director
Clifton E. Forrest 51 Director, Vice President (Newspapers) and
Assistant Secretary
Charles W. Laughlin 71 Director
Alan L. Beck 48 Vice President (Radio)
Donald C. TenBarge 42 Vice President, CFO, Secretary and
Treasurer
Information concerning the experience and affiliations of the directors and
executive officers of Media is as set forth below.
ALAN R. BRILL, DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER. Mr. Brill
founded the Company's predecessor beginning in 1981 and has worked in the media
industry for 27 years. Prior to starting the Company, after Peace Corps service
in Ecuador, Mr. Brill joined Arthur Young & Co. in New York City where he
practiced as a CPA with a diversified clientele. In 1972, he joined a new,
publicly-traded real estate investment trust in Atlanta as a senior financial
and administrative executive. The trust was involved in short and long-term real
estate loans, primarily to proprietary hospitals. In 1973, he was recruited by
Worrell Newspapers, Inc., a large, privately-owned newspaper group headquartered
in Charlottesville, Virginia, as its chief financial officer and named to the
company's Board of Directors. As a senior executive in the company, Mr. Brill
was involved in or responsible for all the company's numerous acquisitions and
financings, had a role in most significant operating matters and built a small
television group for the company. Soon after the founder transferred his
ownership interest to his son and withdrew from the business, Mr. Brill left
Worrell to form the Company's predecessor in 1981. Mr. Brill earned a B.A. in
economics and mathematics from DePauw University and an M.B.A. from Harvard
Business School. Mr. Brill is a Certified Public Accountant.
50
ROBERT M. LEICH, DIRECTOR. Mr. Leich is President of Diversified
Healthcare, Inc., successor to Charles Leich & Co., one of the country's largest
independent drug distributors. He is a director of Old National Bank,
Evansville, Indiana and of the National Wholesale Druggists Association. He has
served on the board of numerous civic and business organizations. Mr. Leich
graduated from Yale University and received his M.B.A. degree from Indiana
University at Bloomington.
PHILIP C. FISHER, DIRECTOR. Dr. Fisher is Dean of Business, University of
Southern Indiana and has published extensively on the case study method for
entrepreneurial businesses. He has held numerous civic and business posts,
including the board of the Evansville Chamber of Commerce and the executive
committee of the Indiana Council for Economic Education. He received his
undergraduate degree from Wayne State College, an M.B.A. from the University of
South Dakota, and a Ph.D. from the Graduate School of Business of Stanford
University.
CLIFTON E. FORREST, DIRECTOR AND VICE PRESIDENT (NEWSPAPERS). Mr. Forrest
joined the Company's predecessors in 1981 as publisher of CMN. In 1987, he moved
to Evansville to become a senior officer of BMCLP. His responsibilities consist
of managing the publishing, printing and distribution areas and overseeing
employee benefit plans, risk management programs, personnel issues, and certain
other matters. Mr. Forrest has 34 years of industry experience including 10
years at Worrell Newspapers, Inc. where he served in various roles publishing
daily and weekly newspapers in five different states. Mr. Forrest earned a B.A.
degree with an emphasis in journalism, marketing, advertising and industrial
sociology from Wichita State University.
CHARLES W. LAUGHLIN, DIRECTOR. Mr. Laughlin is a lawyer and presently of
counsel to Thompson & McMullan, P.C., a law firm in Richmond, Virginia. Mr.
Laughlin received his undergraduate degree from the College of William & Mary
and his J.D. from the University of Virginia. After completing a clerkship with
the United States Court of Appeals for the Fourth Circuit, he has practiced law
in Richmond, Virginia since 1956 and has served as counsel to the Company since
its inception.
ALAN L. BECK, VICE PRESIDENT (RADIO). Mr. Beck joined the Company's
predecessor in 1985 as President/General Manager of the Pennsylvania Stations.
After two years, he moved to the BMCLP where he became Vice President-Radio
Group Operations. Currently, his major responsibilities include supervising the
Stations and promotional companies through the general managers, and acting as a
resource for other operations. Mr. Beck has 23 years of experience in all facets
of the radio and television industries. Mr. Beck earned a B.A. degree in
marketing from Southern Illinois University.
DONALD C. TENBARGE, VICE PRESIDENT, CHIEF FINANCIAL OFFICER, SECRETARY AND
TREASURER. Mr. TenBarge joined BMCLP in 1988. He is responsible for the
financial management and reporting of all operations and companies. In addition
to managing the information systems, Mr. TenBarge also
51
participates in financing activities and acquisitions. Prior to joining BMCLP,
Mr. TenBarge was a manager in a regional CPA firm where he spent nine years
engaged in many aspects of audit, tax, systems, and financial planning. Mr.
TenBarge earned a B.S. in Accounting from the University of Evansville and is a
Certified Public Accountant.
The Company's businesses depend to a significant extent upon the efforts,
abilities, and expertise of Messrs. Brill, TenBarge, Beck, and Forrest. The loss
of any of these executives of BMCLP potentially would have an adverse effect on
the Company. Neither BMCLP nor the Company has any long-term employment contract
with Mr. Brill or any other executive officer.
To the full extent permitted by applicable Virginia law, Media is obligated
to indemnify its officers and directors for liabilities and expenses incurred by
them because of their status as officers or directors of Media.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company to Mr.
Brill, as its President, Chief Executive Officer and Treasurer, in all
capacities during the periods indicated. The Company did not pay any of its
executive officers salary and bonus in excess of $100,000 in fiscal 2000.
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Annual All Other
Name and Principal Position Year Salary Bonus Compensation Compensation
------------------------------ --------- ------------ --------- ------------------- ---------------------
Alan R. Brill, President, 2000 $0 $0 $0 $0
CEO, Treasurer and Director
1999 $0 $0 $0 $0
Mr. Brill received no compensation from the Company, and the other executive
officers of the Company received no significant compensation from the Company.
All such persons also serve as officers of, and receive compensation from,
BMCLP. BMCLP provides management services to the Company and also to affiliated
and unaffiliated entities other than the Company pursuant to administrative
management agreements. During fiscal 2000, fiscal 1999 and fiscal 1998, BMCLP
earned approximately $2.7 million, $2.6 million and $2.1 million, respectively,
for such services to the Company. See "Certain Relationships and Related
Transactions."
52
Options/SAR Grants in Fiscal 2000
The following table sets forth certain information with respect to
option grants made to Mr. Brill for the fiscal year ended February 29, 2000.
POTENTIAL
REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATES OF
SECURITIES OPTIONS/SARS STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION FOR
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION OPTION TERM
NAME GRANTED FISCAL YEAR ($/SH) DATE 5% 10%
- ------------------------------------------------------------------------------------------------------------------------
Alan R. Brill 0 N/A N/A N/A $0 $0
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 2000 AND 1999
FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/
ACQUIRED ON OPTIONS/SARS AT FISCAL SARS AT FISCAL YEAR-
EXERCISE VALUE YEAR-END, EXERCISABLE/ END, EXERCISABLE/
NAME (#)(1) REALIZED($) UNEXERCISABLE(#) UNEXERCISABLE
- -------------------------------------------------------------------------------------------------------------------------
Alan R. Brill 0 $0 0 $0
The Company made no grants to Mr. Brill of options or stock appreciation
rights, and Mr. Brill did not exercise any stock or appreciation rights, in the
fiscal year ended February 29, 2000. Mr. Brill held no options or SARs of the
Company as of February 29, 2000.
Incentive Plan Agreements and Compensation of Directors
The Company has entered into performance incentive plan agreements (Plans)
with Clifton E. Forrest with respect to the Newspapers business and Alan L. Beck
with respect to the Stations' business (the Executives) in their capacities as
executives of the Company. The Plans accumulate increments annually based on
certain defined performance criteria. As of February 29, 2000, vested interests
of the Executives in the Plans totaled approximately $1.3 million for Mr.
Forrest and $1.5 million for Mr. Beck. Payments under the Plans will commence
only upon fulfillment of certain contingencies, including the Executive's death,
disability, retirement, or employment termination and can be paid, at the
Company's option, in amounts not to exceed quarterly payments of 2.5% of the
Executive's vested amount. The Company also participates in a defined
contribution profit sharing plan to which all Company employees may make
voluntary contributions.
In the year ended February 29, 2000, Thompson & McMullan, P.C. (to which
Mr. Laughlin is of counsel) received approximately $270,000 in fees from the
Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Mr. Brill is the ultimate owner of all of the equity of the Company.
53
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since their organization or acquisition, each Subsidiary or affiliate owner
of a Newspaper or Station has paid management fees to Brill Media Company, L.P.
(BMCLP) pursuant to management agreements (Administrative Management
Agreements). BMCLP is a limited partnership whose limited partners are Alan R.
Brill and Northwest Radio, Inc., an affiliate owned indirectly by Mr. Brill, and
whose general partner is Brill Media Company, Inc., also an affiliate of the
Company also owned by Mr. Brill. Acting pursuant to such Administrative
Management Agreements, BMCLP is responsible for and provides to the Stations and
Newspapers long-range strategic planning, management support and oversight,
establishment of primary policies and procedures, resource allocation,
accounting and auditing, regulatory and legal compliance and support, license
renewals and the evaluation of potential acquisitions. In addition, executives
of BMCLP visit the Company's Stations and Newspapers on a frequent basis to
review performance, to assist local management with programming, production,
sales, and recruiting efforts, to develop, implement, and verify overall Station
and Newspaper operating and marketing strategies, and, most importantly, to
remain aware of developments in each market. The executives of BMCLP are the
same persons that are executives of BMC (see "Directors and Executive Officers
of the Registrant"), for which they presently receive no compensation from the
Company.
Pursuant to such Administrative Management Agreements, BMCLP earns an
annual fee, paid monthly as permitted, equal to ten percent of each Station's
net cash revenues and five percent of each of the Newspapers' net cash revenues.
Non-operating Subsidiaries and affiliates pay a nominal flat fee for any such
service received. For fiscal 2000, 1999 and 1998 the aggregate amount of such
Administrative Management Agreement fees charged to Subsidiaries was
approximately $2.7 million, $2.6 million, $2.1 million, respectively.
Pursuant to reimbursement agreements, from time to time third-party
services or products (such as insurance coverage) may be provided to one or more
of the Company, its Subsidiaries, or their affiliates, in which case such costs
are reimbursed on a ratable basis to the provider, which may be BMCLP, the
Company, or another Subsidiary or affiliate.
From time to time one or more of the Subsidiaries may provide management
services to a Managed Affiliate on an agreed fee basis for services rendered.
Such fees generally consist of a nominal fixed fee plus a variable additional
fee based upon the Managed Affiliate's performance. One of the Company's
Subsidiaries, Tri-State Broadcasting, Inc. (Tri-State) has entered into such
agreements (Tri-State Agreements) with two Managed Affiliates, TSB III, LLC, the
owner and operator of Stations WSTO-FM and WVJS-AM licensed to Owensboro,
Kentucky and TSB IV, LLC, the owner and operator of Station WKDQ-FM, licensed to
Henderson, Kentucky, each an entity wholly owned indirectly by Mr. Brill.
Pursuant to the Tri-State Agreements, Tri-State will receive from each of the
Managed Affiliates a monthly fee of $10,000 and an additional
54
annual fee based upon such Managed Affiliate's financial performance. The
Company charged the Managed Affiliates $240,000 for the year ended February 29,
2000, for such services.
The Company's Newspaper operation presently leases space from an affiliate
(in which BMCLP's and the Company's executives, Messrs. Brill, Forrest, and Beck
each has an interest as a limited partner). During fiscal 2000, the Company
advanced the affiliate $1,054,000 towards the renovation of the facility. These
notes bear interest at the prime rate plus 1% payable annually on December 31 of
each year until maturity on November 30, 2004 or February 25, 2005. After the
renovations are complete, the affiliate and the Company will effect a long-term
lease for occupancy of the improved property for use as its main office and
production facility, all at a cost no greater than that required for comparable
space elsewhere in that market, if available. Renovations are expected to be
completed during the second quarter of fiscal 2001.
The Company entered into $1.2 million capital leases on market rental terms
with an affiliate, owned indirectly by Mr. Brill, for use of a studio facility
and equipment in it's Minnesota market. During fiscal 2000, the Company advanced
the affiliate $903,000 towards the renovation of the facility. The note bears
interest at the prime rate plus 1% payable annually on December 31 of each year
until maturity on November 30, 2004.
In March 2000, an affiliate, indirectly owned by Mr. Brill, entered into
capital leases for leasehold improvements and equipment totaling $1.5 million
with the Company for a newly renovated facility in the Indiana/Kentucky market.
From time to time various Company Subsidiaries and affiliates have entered
into loan transactions between themselves, which transactions are duly recorded
in the appropriate Company books and records and the annual effects of which are
fully reflected in the Company's financial statements.
During fiscal 1999, the Company advanced $3.0 million to an affiliate which
operates a radio station in one of the Company's markets. The note bears
interest at the prime rate, payable annually until maturity on December 31,
2003. Also during fiscal 1999, the Company advanced $.5 million to officers. The
five year notes bear interest at 6%, payable annually, with principal due at
maturity.
The Company has loaned $20.0 million to Managed Affiliates and received in
return therefor Managed Affiliate Notes which are unsecured, mature on January
1, 2001 and bear interest at a rate of 12% per annum. The Company is evaluating
various options relating to the maturity of the notes receivable from managed
affiliates, including the possibility of an extension. Accordingly, the Company
has presented these notes as long-term on the accompanying consolidated
statement of financial position. The proceeds of such loans have been used by
the Managed Affiliates to purchase property, equipment, and intangibles and to
provide working capital. Total interest income earned by the Company on these
loans totaled $2.3 million for the year ended February 29, 2000. It is
55
anticipated that similar relationships may be initiated with other affiliates in
the future. No transaction may cause the aggregate principal amount of Managed
Affiliate Notes then outstanding to exceed $20.0 million unless: (i) the Board
of Directors, including a majority of the disinterested members of the Board,
determines that the terms of the transaction are no less favorable than those
that could be obtained at the time of such transaction in arms-length dealings
with a person who is not an "Affiliate"; (ii) the Company obtains a written
opinion of an independent investment bank of nationally recognized standing that
the transaction is fair to the Company from a financial point of view; and (iii)
the Company at the time of the transaction is able to make a "Restricted
Payment" (as such terms are defined in the Indenture) in an amount equal to such
excess amount.
BMCLP will provide management services to certain of the Subsidiaries and
may provide such services to other affiliates. Mr. Brill owns and controls,
directly or indirectly, all of such entities, which also may enter into other
contractual relationships from time to time. Such relationships may present a
conflict between Mr. Brill's interests, as the ultimate owner of all parties to
such relationships, and the interest of the holders of the Securities.
The Company is subject to provisions of Virginia law that restrict
transactions between the Company and its directors and officers, but the Company
does not additionally have a conflicts policy.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A)(1) CONSOLIDATED FINANCIAL STATEMENTS
The following consolidated financial statements of the Company are attached
hereto (located under Item 8 Financial Statements and Supplementary Data):
Report of Independent Auditors
Consolidated Statements of Financial Position at February 29, 2000 and
February 28, 1999
Consolidated Statements of Operations and Members' Deficiency for the Years
Ended February 29, 2000 and February 28, 1999 and 1998
Consolidated Statements of Cash Flows for the Years Ended February 29, 2000
and February 28, 1999 and 1998
Notes to Consolidated Financial Statements
56
(A)(2) FINANCIAL STATEMENT SCHEDULES
The following financial statement schedule is set forth herein: Schedule
II- Valuation and Qualifying Accounts and Reserves.
All other statements and schedules have been omitted because they are not
required under related instructions, are inapplicable or are immaterial, or the
information is shown in the consolidated financial statements of the Company or
the notes thereto.
Brill Media Company, LLC
Schedule II - Valuation and Qualifying Accounts and Reserves
Deductions -
Balance at Charged to Amounts
Balance at Charged to Written Off
Description Beginning of Costs and Net of Balance at
Period Expenses Recoveries End of Period
- ------------------------------------------------------------------------------------------------------------
Year ended February 29, 2000:
Allowance for doubtful accounts $ 211,697 $ 430,253 $ (370,216) $ 271,734
Year ended February 28, 1999:
Allowance for doubtful accounts $ 174,685 $ 413,954 $ (376,942) $ 211,697
Year ended February 28, 1998:
Allowance for doubtful accounts $ 112,192 $ 402,803 $ (340,310) $ 174,685
57
(A)(3) EXHIBITS
The following exhibits are furnished with this report:
- --------------------------------------------------------------------------------
Exhibit Number Description of Exhibits
- --------------------------------------------------------------------------------
10.1 Loan and Security Agreement by and among BMC Holdings, LLC,
as Borrower, and Brill Media Company, LLC, Brill Media
Management, Inc., and BMC Holdings, Inc. as Loan Agreement
Guarantors, and Foothill Capital Corporation, as Lender
dated as of October 25, 1999*
- --------------------------------------------------------------------------------
10.2 Guarantee Inducement and Offset Agreement between BMC
Holdings, LLC, as Borrower, and Foothill Capital
Corporation, as Lender dated as of October 25, 1999*
- --------------------------------------------------------------------------------
10.3 Guarantee of OPCO Subsidiaries (as defined in the Loan and
Security Agreement) between BMC Holdings, LLC, as Borrower,
and Foothill Capital Corporation, as Lender dated as of
October 25, 1999*
- --------------------------------------------------------------------------------
10.4 Guarantee of Manager Subsidiaries (as defined in the Loan
and Security Agreement) between BMC Holdings, LLC, as
Borrower, and Foothill Capital Corporation, as Lender dated
as of October 25, 1999*
- --------------------------------------------------------------------------------
10.5 General Security and Pledge Agreement of OPCO Subsidiaries
(as defined in the Loan and Security Agreement) between BMC
Holdings, LLC, as Borrower, and Foothill Capital
Corporation, as Lender dated as of October 25, 1999*
- --------------------------------------------------------------------------------
10.6 General Security and Pledge Agreement of Manager
Subsidiaries (as defined in the Loan and Security Agreement)
between BMC Holdings, LLC, as Borrower, and Foothill Capital
Corporation, as Lender dated as of October 25, 1999*
- --------------------------------------------------------------------------------
10.7 Pledge Agreement of Borrower and Loan Agreement Guarantors
(as defined in the Loan and Security Agreement) between BMC
Holdings, LLC, as Borrower, and Foothill Capital
Corporation, as Lender dated as of October 25, 1999*
- --------------------------------------------------------------------------------
27 Financial Data Schedule
- --------------------------------------------------------------------------------
99 Press Release
- --------------------------------------------------------------------------------
* To be filed by Amendment.
58
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BRILL MEDIA COMPANY, LLC
By: BRILL MEDIA MANAGEMENT, INC.,
Manager
May 25, 2000 By /s/ Alan R. Brill
------------------------------------------
Alan R. Brill
DIRECTOR, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
May 25, 2000 By /s/ Donald C. TenBarge
------------------------------------------
Donald C. TenBarge
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER, SECRETARY AND TREASURER
(PRINCIPAL FINANCIAL
AND ACCOUNTING OFFICER)
May 25, 2000 By /s/ Robert M. Leich
------------------------------------------
Robert M. Leich
DIRECTOR
May 25, 2000 By /s/ Philip C. Fisher
------------------------------------------
Philip C. Fisher
DIRECTOR
May 25, 2000 By /s/ Clifton E. Forrest
------------------------------------------
Clifton E. Forrest
DIRECTOR AND VICE PRESIDENT
May 25, 2000 By /s/ Charles W. Laughlin
------------------------------------------
Charles W. Laughlin
DIRECTOR
59
EXHIBIT INDEX
- --------------------------------------------------------------------------------
Exhibit Number Description of Exhibits
- --------------------------------------------------------------------------------
10.1 Loan and Security Agreement by and among BMC Holdings, LLC,
as Borrower, and Brill Media Company, LLC, Brill Media
Management, Inc., and BMC Holdings, Inc. as Loan Agreement
Guarantors, and Foothill Capital Corporation, as Lender
dated as of October 25, 1999*
- --------------------------------------------------------------------------------
10.2 Guarantee Inducement and Offset Agreement between BMC
Holdings, LLC, as Borrower, and Foothill Capital
Corporation, as Lender dated as of October 25, 1999*
- --------------------------------------------------------------------------------
10.3 Guarantee of OPCO Subsidiaries (as defined in the Loan and
Security Agreement) between BMC Holdings, LLC, as Borrower,
and Foothill Capital Corporation, as Lender dated as of
October 25, 1999*
- --------------------------------------------------------------------------------
10.4 Guarantee of Manager Subsidiaries (as defined in the Loan
and Security Agreement) between BMC Holdings, LLC, as
Borrower, and Foothill Capital Corporation, as Lender dated
as of October 25, 1999*
- --------------------------------------------------------------------------------
10.5 General Security and Pledge Agreement of OPCO Subsidiaries
(as defined in the Loan and Security Agreement) between BMC
Holdings, LLC, as Borrower, and Foothill Capital
Corporation, as Lender dated as of October 25, 1999*
- --------------------------------------------------------------------------------
10.6 General Security and Pledge Agreement of Manager
Subsidiaries (as defined in the Loan and Security Agreement)
between BMC Holdings, LLC, as Borrower, and Foothill Capital
Corporation, as Lender dated as of October 25, 1999*
- --------------------------------------------------------------------------------
10.7 Pledge Agreement of Borrower and Loan Agreement Guarantors
(as defined in the Loan and Security Agreement) between BMC
Holdings, LLC, as Borrower, and Foothill Capital
Corporation, as Lender dated as of October 25, 1999*
- --------------------------------------------------------------------------------
27 Financial Data Schedule
- --------------------------------------------------------------------------------
99 Press Release
- --------------------------------------------------------------------------------
* To be filed by Amendment.
60