1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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: 001-14461
Entercom Communications Corp.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1701044
(State or other jurisdiction of incorporation of organization) (I.R.S. Employer Identification No.)
401 CITY AVENUE, SUITE 409
BALA CYNWYD, PENNSYLVANIA 19004
(Address of principal executive offices and Zip Code)
(610) 660-5610
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class A Common Stock, $.01 par value - 33,569,953 Shares Outstanding
as of May 5, 2000
Class B Common Stock, $.01 par value - 10,531,805 Shares Outstanding
as of May 5, 2000
Class C Common Stock, $.01 par value - 1,096,836 Shares Outstanding
as of May 5, 2000
2
ENTERCOM COMMUNICATIONS CORP.
INDEX
PAGE
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements.................................................................................3
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................................................11
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk..........................................16
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings...................................................................................17
ITEM 2. Changes in Securities and Use of Proceeds...........................................................17
ITEM 3. Defaults Upon Senior Securities.....................................................................17
ITEM 4. Submission of Matters to a Vote of Security Holders.................................................17
ITEM 5. Other Information...................................................................................17
ITEM 6. Exhibits and Reports on Form 8-K....................................................................18
SIGNATURES ....................................................................................................20
2
3
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND MARCH 31, 2000
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
ASSETS
DECEMBER 31, MARCH 31,
1999 2000
---- ----
CURRENT ASSETS
Cash and cash equivalents $ 11,262 $ 10,446
Accounts receivable, net of allowance for doubtful accounts 51,926 55,827
Prepaid expenses and deposits 4,247 4,736
Prepaid and refundable federal and state income taxes 4,884
Deferred tax assets 1,773 2,110
Station acquisition deposits 1,212 1,536
----------- -----------
Total current assets 70,420 79,539
----------- -----------
INVESTMENTS, AT FAIR VALUE 9,870 7,717
PROPERTY AND EQUIPMENT - AT COST
Land and land easements and land improvements 9,833 10,178
Building 9,375 9,568
Equipment 66,780 69,155
Furniture and fixtures 11,338 11,507
Leasehold improvements 6,565 6,563
----------- -----------
103,891 106,971
Accumulated depreciation (16,837) (19,170)
----------- -----------
87,054 87,801
Capital improvements in progress 3,369 4,520
----------- -----------
Net property and equipment 90,423 92,321
RADIO BROADCASTING LICENSES AND OTHER INTANGIBLES -NET 1,214,969 1,213,473
DEFERRED CHARGES AND OTHER ASSETS -NET 10,366 10,275
----------- -----------
TOTAL $ 1,396,048 $ 1,403,325
=========== ===========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3
4
ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND MARCH 31, 2000
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY
DECEMBER 31, MARCH 31,
1999 2000
---- ----
CURRENT LIABILITIES
Accounts payable $ 18,380 $ 16,507
Accrued liabilities:
Salaries 6,188 5,044
Interest 1,208 1,525
Other 798 924
Income taxes payable 946
Long-term debt due within one year 10 11
----------- -----------
Total current liabilities 27,530 24,011
----------- -----------
SENIOR DEBT 465,760 472,758
----------- -----------
DEFERRED TAX LIABILITY 91,147 95,849
----------- -----------
Total liabilities 584,437 592,618
----------- -----------
COMPANY-OBLIGATED MANDATORILY REDEEMABLE CONVERTIBLE
PREFERRED SECURITIES OF SUBSIDIARY HOLDING SOLELY CONVERTIBLE
DEBENTURES OF THE COMPANY 125,000 125,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred Stock
Class A common stock 333 333
Class B common stock 105 105
Class C common stock 14 14
Additional paid-in capital 744,933 745,735
Accumulated deficit (59,104) (59,190)
Unearned compensation (192) (426)
Accumulated other comprehensive income (loss) 522 (864)
----------- -----------
Total shareholders' equity 686,611 685,707
----------- -----------
TOTAL $ 1,396,048 $ 1,403,325
=========== ===========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4
5
ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 AND 2000
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
---------------------------
1999 2000
---- ----
NET REVENUES $ 39,599 $ 70,877
OPERATING EXPENSES:
Station operating expenses 28,909 46,193
Depreciation and amortization 4,861 10,477
Corporate general and administrative expenses 1,801 3,167
Net expense from time brokerage agreement fees 652 4
Loss on sale of assets 7
------------ ------------
Total operating expenses 36,223 59,848
------------ ------------
OPERATING INCOME 3,376 11,029
------------ ------------
OTHER EXPENSE (INCOME) ITEMS:
Interest expense 3,586 9,390
Financing cost of Company-obligated mandatorily
redeemable convertible preferred securities of
subsidiary holding solely convertible debentures
of the Company 1,953
Interest income (544) (106)
------------ ------------
Total other expense 3,042 11,237
------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT) 334 (208)
INCOME TAXES (BENEFIT)
Income taxes (benefit) - C Corporation 791 (122)
Income taxes - S Corporation 125
Deferred income taxes for conversion from an S
to a C Corporation 79,845
------------ ------------
Total income taxes (benefit) 80,761 (122)
------------ ------------
NET LOSS $(80,427) $(86)
============ ============
NET LOSS PER SHARE
Net loss per share - basic and diluted $(2.48) $(0.00)
============ ============
PRO FORMA DATA
PRO FORMA NET INCOME DATA:
Income before income taxes $ 334
Pro forma income taxes 127
------------
PRO FORMA NET INCOME $ 207
============
PRO FORMA EARNINGS PER SHARE:
Pro forma earnings per share - basic and diluted $ 0.01
============
WEIGHTED AVERAGE SHARES:
Basic 32,477,995 45,188,010
Diluted 32,802,870 45,507,861
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5
6
ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
THREE MONTHS ENDED MARCH 31, 1999 AND 2000
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
------------------------
1999 2000
---- ----
NET LOSS ($80,427) ($ 86)
OTHER COMPREHENSIVE LOSS (NET OF TAX BENEFIT)
Unrealized losses on investments - net of $0.9
million tax benefit in 2000 -- (1,386)
-------- --------
COMPREHENSIVE LOSS (80,427) (1,472)
======== ========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6
7
ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1999 AND 2000
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
1999 2000
---- ----
OPERATING ACTIVITIES:
Net loss ($80,427) ($86)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation 1,319 2,366
Amortization of radio broadcasting licenses, other intangibles
and deferred charges 3,542 8,111
Deferred taxes 79,959 4,365
Non-cash stock-based compensation expense 62 204
Loss on disposition of assets 7
Changes in assets and liabilities which provided (used) cash:
Accounts receivable 5,853 (3,901)
Prepaid expenses (43) (489)
Accounts payable, accrued liabilities and income taxes payable (2,287) (7,479)
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 7,978 3,098
--------- ---------
INVESTING ACTIVITIES:
Additions to property and equipment (2,281) (2,596)
Purchases of radio station assets (58,187) (8,000)
Deferred charges and other assets (80) (220)
Purchase of investments (157)
Proceeds held in escrow from sale of Tampa stations 75,000
Station acquisition deposits 66 (324)
Proceeds from sale of property, equipment and other assets 21
--------- ---------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES 14,518 (11,276)
--------- ---------
FINANCING ACTIVITIES:
Net proceeds from initial public offering 236,007
Proceeds from issuance of long-term debt 64,000 12,000
Payments of long-term debt (246,501) (5,002)
Proceeds from issuance of common stock related to an incentive plan 364
Dividends paid to S Corporation shareholders (75,181)
--------- ---------
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES (21,675) 7,362
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 821 (816)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 6,469 11,262
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 7,290 $ 10,446
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION ----
Cash paid during the period for:
Interest $ 4,583 $ 9,030
========= =========
Interest paid for TIDES $ 1,953
=========
Income taxes $ 586 $ 400
========= =========
SUPPLEMENTAL DISCLOSURES ON NON-CASH INVESTING AND FINANCING ACTIVITIES -
In connection with the Company's Initial Public Offering completed during the
three months ended March 31, 1999, the Convertible Subordinated Note, net of
deferred finance charges, of $96,400 was converted into equity.
In connection with the purchase of the 1% minority interest in ECI License
Company, L.P., the Company issued a short-term note payable in the amount of
$3,100.
In connection with the issuance of certain awards of Restricted Stock for 11,112
shares and 5,000 shares of Class A Common Stock for the three-month periods
ended March 31, 1999 and March 31, 2000, respectively, the Company increased its
additional paid-in-capital by $250 and $266 for the three-month periods ended
March 31, 1999 and March 31, 2000, respectively.
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7
8
ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1999 AND 2000
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements for Entercom
Communications Corp. (the "Company") have been prepared in accordance with (1)
generally accepted accounting principles for interim financial information and
(2) the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments, consisting of only normal recurring accruals,
considered necessary for a fair presentation have been included.
This Form 10-Q should be read in conjunction with the financial
statements and notes thereto included in the Company's audited financial
statements as of December 31, 1999, and filed with the Securities and Exchange
Commission (the "SEC") on March 28, 2000 as part of the Company's Form 10-K.
Operating results for the three-month period ended March 31, 2000 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. Certain prior year amounts have been reclassified to
conform to the current year's presentation, which had no effect on net income or
shareholders' equity.
As a result of the revocation of its S Corporation election on
January 28, 1999,and its conversion to a C Corporation, for the three-month
period ended March 31, 1999, the Company recorded a deferred income tax expense
of approximately $79.8 million to reflect the cumulative effect of temporary
differences between the tax and financial reporting bases of the Company's
assets and liabilities attributable to the period prior to its conversion to a C
Corporation.
On January 29, 1999, the Company's Class A Common Stock began trading
on the New York Stock Exchange.
The unaudited pro forma net income and pro forma earnings per share
data reflect adjustments for income taxes as if the Company had been subject to
federal and state income taxes based upon a pro forma effective tax rate of 38%
applied to taxable income before income taxes, which is adjusted for permanent
differences between tax and book income, for the three-month period ending March
31, 1999.
The net loss per share and pro forma earnings per share are
calculated in accordance with Statement of Financial Accounting Standards No.
128 and, are based on the weighted average number of shares of Common Stock
outstanding and dilutive common equivalent shares which include stock options
(using the treasury stock method). For the period ended March 31,2000, the
effect of the conversion of the Convertible Preferred Securities, Term Income
Deferrable Equity Securities ("TIDES") for the calculation of earnings per share
was anti-dilutive.
2. ACQUISITIONS
Completed Acquisitions
For the Three Months Ended March 31, 2000
On February 23, 2000, the Company acquired from the Wichita Stations
Trust ("Wichita Trust"), all of the assets related to radio stations KEYN-FM,
KWCY-FM, KQAM-AM, KFH-AM and KNSS-AM, serving the Wichita, Kansas radio market
for $8.0 million. Broadcasting licenses and other intangibles in the amount of
$6.3 million were recorded in connection with this transaction.
Unaudited Pro Forma Information for Acquisitions
The following unaudited pro forma summary presents the consolidated
results of operations as if the transactions which occurred during the period of
January 1,1999 through March 31, 2000, had all occurred as of January 1, 1999,
after giving effect to certain adjustments, including depreciation and
amortization of assets and interest expense on any debt incurred to fund the
acquisitions which would have been incurred had such acquisitions and other
transactions occurred as of January 1, 1999. These unaudited pro forma results
have been prepared for comparative purposes only and do not purport to be
indicative of (1) what would have occurred had the acquisitions and other
transactions been made as of that date or (2) results which may occur in the
future.
8
9
THREE MONTHS ENDED
MARCH 31,
1999 2000
---- ----
(AMOUNTS IN THOUSANDS)
Net Revenues $ 60,010 $ 71,365
Net loss before losses on sale of assets (4,863) (142)
Net loss (4,867) (142)
3. DEBT
The Company has a bank credit agreement (the "Bank Facility") with a
syndicate of banks which provides for senior secured credit of $650.0 million
consisting of: (1) a $325.0 million reducing revolving credit facility
("Revolver") and (2) a $325.0 million multi-draw term loan ("Term Loan"), to be
fully drawn no later than September 29, 2000, in a maximum of four draws of no
less than $50.0 million each. The Revolver and Term Loan, which mature on
September 30, 2007, each reduce on a quarterly basis beginning September 30,
2002 in quarterly amounts that vary from $12.2 million to $16.3 million for each
loan. As of March 31, 2000, the Company had approximately $472.5 million of
borrowings outstanding under the Bank Facility, in addition to outstanding
Letters of Credit in the amounts of $7.5 million and $5.0 million.
In January, 2000, the Company entered into interest rate collar
transactions with different banks to hedge a portion of its variable rate debt
under the Bank Facility and also to comply with a covenant under the Bank
Facility. Each transaction is comprised of two transactions entered into
simultaneously for a rate cap and for a rate floor. Under these transactions,
the Company's base LIBOR can not exceed the cap nor can the Company's base
LIBOR be less than the floor at the time of any quarterly reset date. The total
notional amount of these transactions is $168.0 million. The interest rates
for the floor varies from 6.25% to 6.34% and the interest rates for the cap
varies from 7.50% to 8.25%, with each of these transactions having a term which
varies from 24 months to 30 months.
4. COMMITMENTS AND CONTINGENCIES
Pending Acquisitions
The Company entered into a preliminary agreement on February 6, 1996,
to acquire the assets of radio station KWOD-FM, Sacramento, California, from
Royce International Broadcasting Corporation ("Royce"), subject to approval by
the FCC, for a purchase price of $25.0 million. Notwithstanding efforts by the
Company to pursue this transaction, Royce has been nonresponsive. On July 28,
1999, the Company commenced a legal action seeking to enforce this agreement,
and subsequently Royce filed a cross-complaint against the Company asking for
damages, an injunction and costs and filed a separate action against the
Company's President. This separate action against the Company's President was
dismissed without leave to amend in February 2000. The Company intends to pursue
its legal action against Royce and seek dismissal of the cross-complaint.
However, the Company cannot determine if and when the transaction might occur.
On December 16, 1999, the Company completed the acquisition of 41 of
46 radio stations from Sinclair Broadcast Group ("Sinclair"). Of the five
remaining radio stations under agreement with Sinclair, the Company expects to
acquire, (1) subject to FCC approval, for $0.6 million, the assets of WKRF-FM
(currently operating under a time brokerage agreement), serving the
Wilkes-Barre/Scranton, Pennsylvania radio market where the Company already owns
eight radio stations and (2) subject to FCC and Department of Justice approval,
for $122.0 million, the assets of KCFX-FM, KQRC-FM, KCIY-FM and KXTR-FM, serving
the Kansas City radio market, where the Company already owns seven radio
stations. In connection with the purchase of the four Kansas City radio
stations, federal broadcasting regulations require the Company to divest three
stations. To comply with these regulations, the Company will sell three stations
for cash (see Note 7). Pursuant to the acquisition of the four Kansas City radio
stations from Sinclair, the purchase price increased by approximately $1.8
million as of March 23, 2000, and will increase by approximately $0.9 million
for each 30 day period thereafter until the later of the closing or the
termination of the agreement.
On February 17, 2000, the Company entered into an agreement to
acquire WHYZ-AM, a radio station serving the Greenville, South Carolina radio
market, from WHYZ Radio, L.P. ("WHYZ") in the amount of $1.5 million in cash. On
May 4, 2000, the Company accepted an offer by WHYZ to terminate this transaction
without penalty to either party.
On February 17, 2000 and March 10, 2000, the Company entered into
separate asset purchase agreements to acquire KDGS-FM and KAYY-FM, two radio
stations serving the Wichita, Kansas radio market from Gary and Viola Violet
("Violet") in the total amount of $5.2 million in cash. It is anticipated that
these transactions will close in the second calendar quarter of 2000.
Contingencies
The Company is subject to various outstanding claims which arose in
the ordinary course of business and to other legal proceedings. In the opinion
of management, any liability of the Company which may arise out of or with
respect to these matters will not materially affect the financial position,
results of operations or cash flows of the Company.
9
10
5. CONVERTIBLE PREFERRED SECURITIES
On September 30, 1999, the Company entered into an agreement to sell
2,500,000 Convertible Preferred Securities, Term Income Deferrable Equity
Securities ("TIDES"), including underwriters' over-allotments at an offering
price of $50.00 per security. Subject to certain deferral provisions, the trust
pays quarterly calendar distributions. The first distribution was paid on
December 31, 1999. The TIDES represent undivided preferred beneficial ownership
interests in the assets of the trust. The trust used the proceeds to purchase
from the Company an equal amount of 6-1/4% Convertible Subordinated Debentures
due 2014. The Company owns all of the common securities issued by the trust. The
trust exists for the sole purpose of issuing the common securities and the
TIDES. The trust is a wholly-owned subsidiary of the Company, with the sole
assets of the trust consisting of the $125.0 million aggregate principal amount
of the Company's 6-1/4% Convertible Subordinated Debentures due September 30,
2014. The Company has entered into several contractual arrangements for the
purpose of fully, irrevocably and unconditionally guaranteeing the trust's
obligations under the TIDES. The holders of the TIDES have a preference with
respect to each distribution and amounts payable upon liquidation, redemption or
otherwise over the holders of the common securities of the trust. Each TIDES is
convertible into shares of the Company's Class A Common Stock at the rate of
1.1364 shares of Class A Common Stock for each TIDES. The Company completed this
offering on October 6, 1999, and issued 2,500,000 TIDES at $50.00 per TIDES. The
net proceeds to the Company after deducting underwriting discounts and other
offering expenses, was $120.5 million.
6. SHAREHOLDERS' EQUITY
During the three months ended March 31, 1999 and the three months
ended March 31, 2000, the Company issued non-qualified options to purchase
798,111 shares and 467,750 shares, respectively, of its Class A Common Stock at
prices ranging from $18.00 to $31.88 and $31.88 to $59.44, respectively, per
share. All of the options become exercisable over a four-year period. In
connection with the grant of options with exercise prices below fair market
value at the time of grant and the grant of options issued to non-employees, the
Company recognized non-cash stock-based compensation expense in the amount of
$52,000 and $173,000 for the three months ended March 31, 1999 and 2000,
respectively.
During the three months ended March 31, 1999 and the three months
ended March 31, 2000, the Company issued certain Restricted Stock awards,
consisting of rights to 11,112 shares and 5,000 shares, respectively, of Class A
Common Stock. Such shares vest ratably on each of the next four anniversary
dates of the grant. In connection with these awards, the Company recognized
non-cash stock-based compensation expense in the amount of $10,400 and $31,000
for the three months ended March 31, 1999 and 2000, respectively.
7. SUBSEQUENT EVENTS
On May 4, 2000, the Company accepted an offer by WHYZ to terminate an
agreement between the Company and WHYZ without penalty to either party (see Note
4).
On May 9, 2000, Chase Capital converted 300,000 shares of Class C
Common Stock to 300,000 shares of Class A Common Stock.
On May 11, 2000, the Company entered into an agreement to sell to
Susquehanna Radio Corp. for $113.0 million in cash, the assets of three radio
stations serving the Kansas City radio market. The three stations consist of two
stations currently owned by the Company, KCMO-AM and KCMO-FM and one station,
KCFX-FM (including the contract rights to broadcast the Kansas City Chief
football games) that is included as part of the four Kansas City stations under
agreement with the Sinclair Broadcast Group (see Note 4). The Company expects to
close on this transaction in the third quarter of the year 2000.
On May 11, 2000, the Company entered into an asset purchase agreement
with Woodward Communications, Inc. to acquire WOLX-FM, WMMM-FM and WYZM-FM for
$14.6 million in cash, serving the Madison, Wisconsin radio market. The Company
expects to close on this transaction in the third quarter of the year 2000.
10
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This report contains, in addition to historical information,
statements by us with regard to our expectations as to financial results and
other aspects of our business that involve risks and uncertainties and may
constitute forward looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These statements reflect our current views and are based on certain assumptions.
Actual results could differ materially from those currently anticipated as a
result of a number of factors, including, but not limited to, the following: (1)
the possibility that our acquisition of the four stations from Sinclair in the
Kansas City market will not be consummated; (2) the highly competitive nature
of, and new technologies in, the radio broadcasting industry; (3) our dependence
upon our Seattle radio stations; (4) the risks associated with our acquisition
strategy generally; (5) the control of us by Joseph M. Field and members of his
immediate family; (6) our vulnerability to changes in federal legislation or
regulatory policy; and (7) those matters discussed below.
GENERAL
Founded in 1968, we are the fourth largest radio broadcasting company
in the United States based upon pro forma 1999 gross revenues derived from the
latest edition of BIA Consulting, Inc., after giving effect to all completed
transactions and acquisitions awaiting approval at the Federal Communications
Commission. We have assembled a nationwide portfolio of 95 owned or operated
stations, including acquisitions that are pending, and after our required
divestiture of three stations in Kansas City. This portfolio consists of 95
stations (61 FM and 34 AM) in 18 markets, including 12 of the country's top 50
radio advertising markets. Our station groups rank among the three largest
clusters, based on Duncan's Radio Market Guide (1999 ed.) 1998 gross revenues,
in 17 of our 18 markets.
A radio broadcasting company's revenues are derived primarily from
the sale of broadcasting time to local and national advertisers. These revenues
are largely determined by the advertising rates that a radio station is able to
charge and the number of advertisements that can be broadcast without
jeopardizing listener levels. Advertising rates are primarily based on three
factors: (1) a station's audience share in the demographic groups targeted by
advertisers, as measured principally by quarterly reports issued by the Arbitron
Ratings Company; (2) the number of radio stations in the market competing for
the same demographic groups; and (3) the supply of and demand for radio
advertising time.
Several factors may adversely affect a radio broadcasting company's
performance in any given period. In the radio broadcasting industry, seasonal
revenue fluctuations are common and are due primarily to variations in
advertising expenditures by local and national advertisers. Typically, revenues
are lowest in the first calendar quarter of the year. We generally incur
advertising and promotional expenses to increase "listenership" and Arbitron
ratings. However, since Arbitron reports ratings quarterly, any increased
ratings and therefore increased advertising revenues tend to lag behind the
incurrence of advertising and promotional spending.
Radio broadcasting companies often derive revenues from time
brokerage agreements and joint sales agreements. In a time brokerage agreement,
a radio station operator will enter into an agreement to provide a substantial
amount of the broadcast programming for a radio station that is owned by a
separate licensee. In a joint sales agreement, a licensed radio station operator
agrees to sell commercial advertising for a radio station that is owned by a
separate licensee. Typically, we use time brokerage agreements and joint sales
agreements to operate radio stations that we have agreed to acquire prior to the
time that the acquisition is completed. We include revenues recognized under a
time brokerage agreement or a similar sales agreement for stations operated by
us prior to acquiring the stations in net revenues, while we reflect operating
expenses associated with these stations in station operating expenses.
Consequently, there is no difference in the method of revenue and operating
expense recognition between a station operated by us under a time brokerage
agreement or joint sales agreement and a station owned and operated by us.
In the following analysis, we discuss broadcast cash flow and after
tax cash flow. Broadcast cash flow consists of operating income before
depreciation and amortization, net expense (income) from time brokerage
agreement fees, corporate general and administrative expenses and gain or loss
on sale of assets. After tax cash flow consists of net income (pro forma after
tax cash flow consists of pro forma net income) minus gain on sale of assets
(net of tax) or plus loss on sale of assets (net of tax benefit), plus the
following: depreciation and amortization, non-cash compensation expense (which
is otherwise included in corporate general and administrative expense) and the
amount of the deferred tax provision (or minus the deferred tax benefit).
Broadcast cash flow margin represents broadcast cash flow as a percentage of net
revenue. Although broadcast cash flow, broadcast cash flow margin and after tax
cash flow are not measures of performance or liquidity calculated in accordance
with generally accepted accounting principles, we believe that these measures
are useful to an investor in evaluating our performance because they are widely
used in the broadcast industry to measure a radio company's operating
performance. However, you should not consider broadcast cash flow, broadcast
cash flow margin and after tax cash flow in isolation or as substitutes for
operating income, cash flows from operating activities or any other measure for
determining our operating performance or liquidity that is calculated in
accordance with generally accepted accounting principles. In addition, because
broadcast cash flow, broadcast cash flow margin and after tax cash flow are not
calculated in accordance with generally accepted accounting principles, they are
not necessarily comparable to similarly titled measures employed by other
companies.
We calculate "same station" growth by (1) comparing the performance
of stations operated by us throughout a relevant period to the performance of
those same stations (whether or not operated by us) in the prior year's
corresponding period excluding the effect of barter revenues and expenses and
discontinued operations and (2) averaging those growth rates
11
12
for the period presented. "Same station broadcast cash flow margin" is the
broadcast cash flow margin of the stations included in our same station
calculations. For purposes of the following discussion, pro forma net income
represents historical income before income taxes, adjusted as if we were treated
as a C Corporation during all relevant periods at an effective tax rate of 38%,
applied to income before income taxes, including permanent differences between
tax and book income.
RESULTS OF OPERATIONS
The following presents the results of our operations for the three
months ended March 31, 2000 and March 31, 1999, and should be read in
conjunction with our condensed consolidated financial statements and the related
notes included elsewhere in this Form 10-Q. Our results of operations represent
the operations of the radio stations owned or operated pursuant to time
brokerage agreements or joint sales agreements during the relevant periods.
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1999
THREE MONTHS ENDED
------------------
MARCH 31, 1999 MARCH 31, 2000
(AMOUNTS IN THOUSANDS)
NET REVENUES $39,599 $70,877
Increase of $31,278 or 79.0%
--------------------------------------------------------------------
Net revenues increased 79.0% to $70.9 million for the three months
ended March 31, 2000 from $39.6 million for the three months ended March 31,
1999. Of the increase, $22.4 million is attributable to stations that we
acquired or that we were in the process of acquiring since January 1, 1999. On a
same station basis, net revenues increased 18.9% to $69.7 million from $58.6
million. Same station revenue growth was led by increases in Sacramento,
Seattle, Boston, Norfolk, Milwaukee and Greenville due to improved selling
efforts.
THREE MONTHS ENDED
------------------
MARCH 31, 1999 MARCH 31, 2000
(AMOUNTS IN THOUSANDS)
STATION OPERATING EXPENSES $28,909 $46,193
Increase of $17,284 or 59.8%
--------------------------------------------------------------------
Percentage of Net Revenues 73.0% 65.2%
Station operating expenses increased 59.8% to $46.2 million for the
three months ended March 31, 2000 from $28.9 million for the three months ended
March 31, 1999. Of the increase, $14.9 million is attributable to stations that
we acquired or that we were in the process of acquiring since January 1, 1999.
On a same station basis, station operating expenses increased 7.7 % to $44.9
million from $41.7 million.
THREE MONTHS ENDED
------------------
MARCH 31, 1999 MARCH 31, 2000
(AMOUNTS IN THOUSANDS)
DEPRECIATION AND AMORTIZATION $4,861 $10,477
Increase of $5,616 or 115.5%
--------------------------------------------------------------------
Percentage of Net Revenues 12.3% 14.8%
Depreciation and amortization increased 115.5% to $10.5 million for
the three months ended March 31, 2000 from $4.9 million for the three months
ended March 31, 1999. The increase was mainly attributable to our acquisitions
since January 1, 1999.
THREE MONTHS ENDED
------------------
MARCH 31, 1999 MARCH 31, 2000
(AMOUNTS IN THOUSANDS)
CORPORATE GENERAL AND
ADMINISTRATIVE EXPENSES $1,801 $3,167
Increase of $1,366 or 75.8%
--------------------------------------------------------------------
Percentage of Net Revenues 4.5% 4.5%
Corporate general and administrative expenses increased 75.8% to $3.2
million for the three months ended March 31, 2000 from $1.8 million for the
three months ended March 31, 1999. The increase was mainly attributable to
higher administrative expenses associated with supporting our growth. Also
included is non-cash stock-based compensation expense of $0.2 million for the
three months ended March 31, 2000 and $0.1 million for the three months ended
March 31, 1999.
12
13
THREE MONTHS ENDED
------------------
MARCH 31, 1999 MARCH 31, 2000
(AMOUNTS IN THOUSANDS)
INTEREST EXPENSE (INCLUDING FINANCING
COST OF TIDES) $3,586 $11,343
Increase of $7,757 or 216.3%
--------------------------------------------------------------------
Percentage of Net Revenues 9.1% 16.0%
Interest expense, including the financing cost on our 6-1/4%
Convertible Preferred Securities Term Income Deferrable Equity Securities
(TIDES), increased 216.3% to $11.3 million for the three months ended March 31,
2000 from $3.6 million for the three months ended March 31, 1999. The increase
in interest expense was mainly attributable to an increase in outstanding
indebtedness used to fund the acquisition of radio station assets and the
financing cost on the TIDES, net of a reduction in outstanding indebtedness due
to the use of the proceeds from our October 1999 Class A Common Stock and TIDES
offerings.
THREE MONTHS ENDED
------------------
MARCH 31, 1999 MARCH 31, 2000
(AMOUNTS IN THOUSANDS)
INCOME (LOSS) BEFORE INCOME TAXES
(BENEFIT) $334 ($208)
Decrease of ($542)
--------------------------------------------------------------------
Percentage of Net Revenues 0.8% (0.3%)
Income (loss) before income taxes (benefit) decreased to a loss of
$0.2 million for the three months ended March 31, 2000 from income of $0.3
million for the three months ended March 31, 1999. Of the decrease, $8.2 million
is attributable to an increase in net interest expense and financing cost as a
result of the factors described above, offset by an increase in operating income
of $7.7 million.
THREE MONTHS ENDED
------------------
MARCH 31, 1999 MARCH 31, 2000
(AMOUNTS IN THOUSANDS)
NET LOSS ($80,427) ($86)
Decrease of $80,341
--------------------------------------------------------------------
Net loss decreased to $0.1 million for the three months ended March
31, 2000 from $80.4 million for the three months ended March 31, 1999. Of the
decrease, $79.8 million is attributable to the recording of a one-time non-cash
deferred income tax expense of $79.8 million as a result of the revocation of
our S Corporation election and our conversion to a C Corporation during the
three months ended March 31, 1999. We recorded this expense to reflect the
cumulative effect of temporary differences between the tax and financial
reporting bases of our assets and liabilities attributable to our conversion to
a C Corporation.
THREE MONTHS ENDED
------------------
MARCH 31, 1999 MARCH 31, 2000
(AMOUNTS IN THOUSANDS)
NET LOSS TO PRO FORMA NET INCOME $207 ($86)
Decrease of ($293)
--------------------------------------------------------------------
Net income decreased to a loss of $0.1 million for the three months
ended March 31, 2000 from pro forma net income of $0.2 million for the three
months ended March 31, 1999. Of the decrease, $4.9 million is attributable an
increase in net interest expense and financing cost, net of tax, as a result of
an increase in outstanding indebtedness used to fund the acquisition of radio
stations and the financing cost on the TIDES, net of a reduction in outstanding
indebtedness due to the use of the proceeds from our October 1999 Class A Common
Stock and TIDES offerings, offset by an increase in operating income of $4.6
million, net of tax, due to improved operations of existing radio stations and
the acquisitions of new radio stations.
OTHER DATA THREE MONTHS ENDED
------------------
MARCH 31, 1999 MARCH 31, 2000
(AMOUNTS IN THOUSANDS)
BROADCAST CASH FLOW $10,690 $24,684
Increase of $13,994 or 130.9%
--------------------------------------------------------------------
13
14
Broadcast cash flow increased 130.9% to $24.7 million for the three
months ended March 31, 2000 from $10.7 million for the three months ended March
31, 1999. Of the increase, $7.6 million is attributable to stations that we
acquired or that we were in the process of acquiring since January 1, 1999. On a
same station basis, broadcast cash flow increased 46.8% to $24.7 million from
$16.8 million.
THREE MONTHS ENDED
------------------
MARCH 31, 1999 MARCH 31, 2000
(AMOUNTS IN THOUSANDS)
BROADCAST CASH FLOW MARGIN Increase of 27.0% 34.8%
--------------------------------------------------------------------
The broadcast cash flow margin increased to 34.8% for the three
months ended March 31, 2000 from 27.0% for the three months ended March 31,
1999. The increase is attributable to improved revenues and expense management.
On a same station basis, our broadcast cash flow margin increased to 35.0% from
29.0%.
THREE MONTHS ENDED
------------------
MARCH 31, 1999 MARCH 31, 2000
(AMOUNTS IN THOUSANDS)
AFTER TAX CASH FLOW TO PRO FORMA AFTER
TAX CASH FLOW $6,400 $14,968
Increase of $8,568 or 133.9%
--------------------------------------------------------------------
After tax cash flow increased 133.9% to $15.0 million for the three
months ended March 31, 2000 from pro forma after tax cash flow of $6.4 million
for the three months ended March 31, 1999. The increase is attributable to
improved operations of existing stations and the net effect of newly acquired
properties, taking into consideration pro forma income taxes as though we had
reported as a C Corporation during the entire three month period ended March 31,
1999. The amount of the deferred income tax expense was $4.4 million for the
three months ended March 31, 2000 and the amount of the pro forma deferred
income tax expense was $1.3 million for the three months ended March 31, 1999.
14
15
LIQUIDITY AND CAPITAL RESOURCES
We use a significant portion of our capital resources to consummate
acquisitions. These acquisitions are funded from one or a combination of the
following sources: (1) our bank facility (described below); (2) the swapping of
our radio stations in transactions which qualify as "like-kind" exchanges under
Section 1031 of the Internal Revenue Code; and (3) internally-generated cash
flow.
Net cash flows provided by operating activities were $3.1 million and
$8.0 million for the three months ended March 31, 2000 and 1999, respectively.
Changes in our net cash flows provided by operating activities are primarily a
result of changes in advertising revenues and station operating expenses, which
are affected by the acquisition of stations during those periods. The
acquisition of 41 radio stations from Sinclair on December 16, 1999 and five
radio stations from Wichita Trust on February 23, 2000, had a significant impact
on the current period's cash flow due to an increase in accounts receivable and
prepaid expenses, offset by an increase in accounts payable, accrued liabilities
and income taxes payable.
Net cash flows used by investing activities were $11.3 million for
the three months ended March 31, 2000 and net cash flows provided by investing
activities were $14.5 million for the three months ended March 31, 1999. Net
cash flows provided by financing activities were $7.4 million and net cash flows
used by financing activities were $21.7 million for the three months ended March
31, 2000 and 1999, respectively. The cash flows for the three months ended March
31, 2000 reflect an acquisition consummated and the related borrowing. The cash
flows for the three months ended March 31, 1999 reflect (1) an acquisition
consummated and the related borrowing; (2) net proceeds from our initial public
offering and the related payment of long-term debt; (3) use of the proceeds from
the sale of the Tampa stations and (4) the partial payment of the distribution
to our S Corporation Shareholders.
On February 23, 2000, we borrowed approximately $7.5 million under
our bank facility to fund the $8.0 million acquisition of five stations in
Wichita. As of March 31, 2000, we had $472.5 million of borrowings outstanding
under our bank facility in addition to outstanding letters of credit in the
amounts of $5.0 million and $7.5 million. A significant amount of this
indebtedness was incurred in connection with the acquisition of 41 of Sinclair's
radio stations in December 1999, for a purchase price of $700.4 million in cash.
We expect to use the credit available under the revolving credit facility and
multi-draw term loan to fund: (1) the remaining assets under the Sinclair
acquisition, including the four Kansas City stations and (2) pending and future
acquisitions. In connection with the Sinclair acquisition, we have agreed to
purchase $5.0 million of advertising time on television stations owned and/or
programmed by Sinclair and its affiliates at prevailing rates over the next five
years. This commitment was $5.0 million as of March 31, 2000. Further, if
Sinclair rightfully terminates the asset purchase agreement for the four Kansas
City stations, Sinclair may be entitled to receive liquidated damages from us in
the maximum amount of $7.0 million. In addition, as of March 23, 2000, the
purchase price increased by approximately $1.8 million and will increase by
approximately $0.9 million for each 30 day period thereafter for so long as the
Kansas City market has not closed.
In addition to debt service and quarterly distributions under the
TIDES, our principal liquidity requirements are for working capital and general
corporate purposes, including capital expenditures, and, if appropriate
opportunities arise, acquisitions of additional radio stations. For the fiscal
year 2000, we estimate that capital expenditures will be between $10.0 and $13.0
million. We believe that cash from operating activities, together with available
revolving and term credit borrowings under our bank facility, should be
sufficient to permit us to meet our financial obligations and fund our
operations. However, we may require additional financing for future
acquisitions, if any, and we can not assure you that we will be able to obtain
such financing on terms considered to be favorable by us.
We entered into our bank facility as of December 16, 1999, with a
syndicate of banks for a $650.0 million in senior credit consisting of: (1) a
$325.0 million reducing revolving credit facility and (2) a $325.0 multi-draw
term loan, to be fully drawn no later than September 29, 2000 in a maximum of
four draws of no less than $50.0 million each. Our bank facility was established
to: (1) refinance existing indebtedness; (2) provide working capital; and (3)
fund corporate acquisitions. At our election, interest on any outstanding
principal accrues at a rate based on either LIBOR plus a spread which ranges
from 0.75% to 2.375% or on the prime rate plus a spread of up to 1.125%,
depending on our leverage ratio. The availability under our revolving credit
facility and term loan, which mature on September 30, 2007, reduces on a
quarterly basis beginning September 30, 2002 in quarterly amounts that vary from
$12.2 million to $16.3 million for each loan. Our bank facility requires us to
comply with certain financial covenants and leverage ratios that are defined
terms within the agreement. We believe we are in compliance with the covenants
and leverage ratios. Our bank facility also provides that at any time prior to
December 31, 2001, we may solicit additional incremental loans of up to $350.0
million, and we will be governed under the same terms as the term loan.
15
16
RECENT PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 133 entitled
"Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, which are
collectively referred to as derivatives, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value. The
accounting for changes in the fair value of a derivative depends on the intended
use of the derivative and the resulting designation. In June, 1999, the FASB
issued SFAS No. 137 which extends the effective date of SFAS No. 133 to fiscal
quarters of fiscal years beginning after June 15, 2000, and should not be
applied retroactively to financial statements of prior periods. Management has
not completed a full evaluation of the applicability of SFAS No. 133.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Our bank facility requires us to protect ourselves from interest rate
fluctuations through the use of derivative rate hedging instruments. As a
result, we have entered into various interest rate transactions with various
banks, which we define as "Rate Hedging Transactions", designed to mitigate our
exposure to significantly higher floating interest rates. A rate cap agreement
establishes an upper limit or "cap" for the base LIBOR rate and a rate floor
agreement establishes a lower limit or "floor" for the base LIBOR rate. Several
of the agreements cover a rate cap and a rate floor and have been entered into
simultaneously with the same bank. Swap agreements require that we pay a fixed
rate of interest on the notional amount to a bank and the bank pay to us a
variable rate equal to three-month LIBOR. Currently, we have Rate Hedging
Transactions in place for a total notional amount of $253.0 million.
All of the Rate Hedging Transactions are tied to the three-month
LIBOR interest rate, which may fluctuate significantly on a daily basis. Any
increase in the three-month LIBOR rate results in a more favorable valuation of
each of the Rate Hedging Transactions, while any decrease in the three-month
LIBOR rate results in a less favorable valuation of each of the Rate Hedging
Transactions. The three-month LIBOR rate at March 31, 2000 was higher than the
rate at December 31, 2000. This increase resulted in unrecognized gains by us
from the Rate Hedging Transactions.
See also additional disclosures regarding "Liquidity and Capital
Resources" made under Item 2, above.
16
17
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are from time to time involved in litigation incidental to the
conduct of our business, but we are not a party to any lawsuit or proceeding
which, in our opinion, is likely to have a material adverse effect on us.
We entered into a preliminary agreement on February 6, 1996, to
acquire the assets of radio station KWOD-FM, Sacramento, California, from Royce
International Broadcasting Corporation, subject to approval by the Federal
Communications Commission, for a purchase price of $25.0 million.
Notwithstanding our efforts to pursue this transaction, the seller was
non-responsive. On July 28, 1999, we commenced a legal action seeking to enforce
this agreement, and subsequently the seller filed a cross-complaint against us
asking for damages, an injunction and costs and filed a separate action against
our President. This separate action against our President was dismissed without
leave to amend in February 2000. We intend to pursue legal action against the
seller and seek dismissal of the cross-complaint. However, we cannot determine
if and when the transaction might occur.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None to report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None to report.
ITEM 5. OTHER INFORMATION
None to report.
17
18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
- ------ -----------
3.01 Amended and Restated Articles of Incorporation of the
Registrant (2)
3.02 Amended and Restated Bylaws of the Registrant (2)
4.01 Lock-up Release Agreement, dated as of May 6, 1999,
between Chase Equity Associates L.P. and Credit
Suisse Boston Corporation (3)
4.02 Form of Indenture for the Convertible Subordinated
Debentures due 2014 among Entercom Communications
Corp., as issuer and Wilmington Trust Company, as
indenture trustee (4)
10.01 Registration Rights Agreement, dated as of May 21,
1996, between the Registrant and Chase Equity
Associates, L.P. (2)
10.02 Employment Agreement, dated June 25, 1993, between
the Registrant and Joseph M. Field, as amended (2)
10.03 Employment Agreement, dated December 17, 1998,
between the Registrant and David J. Field, as amended
(2)
10.04 Employment Agreement, dated December 17, 1998,
between the Registrant and John C. Donlevie, as
amended (2)
10.05 Employment Agreement, dated November 13, 1998,
between the Registrant and Stephen F. Fisher (2)
10.06 Entercom 1998 Equity Compensation Plan (2)
10.07 Asset Purchase Agreement, dated as of May 11, 2000,
among the Registrant, Entercom Kansas City, LLC,
Entercom Kansas City License, LLC, and Susquehanna
Radio Corp. (See table of contents for list of
omitted schedules and exhibits, which the Registrant
hereby agrees to furnish supplementally to the
Securities and Exchange Commission upon request) (1)
10.08 Credit Agreement, dated as of December 16, 1999,
among Entercom Radio, LLC, as the Borrower, the
Registrant, as a Guarantor, Banc of America
Securities LLC, as Sole Lead Arranger and Book
Manager, Key Corporate Capital, Inc., as
Administrative Agent, and Co-Documentation Agent,
Bank of America, N.A., as Syndication Agent, and
Co-Documentation Agent and the Financial Institutions
listed therein (6)
10.09 Amended and Restated Asset Purchase Agreement, dated
as of August 20, 1999, among the Registrant, Sinclair
Communications, Inc., WCGV, Inc., Sinclair Radio of
Milwaukee Licensee, LLC, Sinclair Radio of New
Orleans Licensee, LLC, Sinclair Radio of Memphis,
Inc., Sinclair Radio of Memphis Licensee, Inc.,
Sinclair Properties, LLC, Sinclair Radio of
Norfolk/Greensboro Licensee, L.P., Sinclair Radio of
Buffalo, Inc., Sinclair Radio of Buffalo Licensee,
LLC, WLFL, Inc., Sinclair Radio of Greenville
Licensee, Inc., Sinclair Radio of Wilkes-Barre, Inc.
and Sinclair Radio of Wilkes-Barre Licensee, LLC.
(See table of contents for list of omitted schedules
and exhibits, which the Registrant hereby agrees to
furnish supplementally to the Securities and Exchange
Commission upon request) (5)
10.10 Asset Purchase Agreement, dated as of August 20,
1999, among the Registrant, Sinclair Communications,
Inc., Sinclair Media III, Inc. and Sinclair Radio of
Kansas City Licensee, LLC. (See table of contents for
list of omitted schedules and exhibits, which the
Registrant hereby agrees to furnish supplementally to
the Securities and Exchange Commission upon request
(5)
10.11 Asset Purchase Agreement, dated as of August 13,
1998, among the Registrant, CBS Radio, Inc. and CBS
Radio License, Inc. (2)
10.12 Time Brokerage Agreement, dated as of August 13,
1998, among the Registrant, CBS Radio, Inc. and CBS
Radio License, Inc. (2)
10.13 Asset Purchase Agreement, dated as of August 13,
1998, among CBS Radio, Inc., CBS Radio License, Inc.,
ARS Acquisition II. And the Registrant (2)
10.14 Time Brokerage Agreement, dated as of August 13,
1998, among CBS Radio, Inc., CBS Radio License, Inc.,
ARS Acquisition II, Inc. and the Registrant (2)
11.01 Reconciliation of Earnings Per Share (1)
21.01 Information Regarding Subsidiaries of the Registrant
(7)
27.01 Financial Data Schedule (1)
(1) Filed herewith.
(2) Incorporated by reference to the Company's Registration Statement on
Form S-1 (File No. 333-61381).
(3) Incorporated by reference to the Company's Quarterly Report on Form
10Q. (File No. 001-14461)
(4) Incorporated by reference to the Company's Registration Statement on
Form S-1. (File No. 333-86843)
(5) Incorporated by reference to the Company's Registration Statement on
Form S-1. (File No. 333-86397)
(6) Incorporated by reference to the Company's Current Report on Form 8-K.
(File No. 001-14461).
(7) Incorporated by reference to the Company's identically numbered exhibit
to the Annual Report on Form 10-K for the fiscal year ended December
31, 1999. (File No. 001-14461)
18
19
(b) The Company did not file any reports on Form 8-K during the three
months ended March 31, 2000.
19
20
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.
ENTERCOM COMMUNICATIONS CORP.
(Registrant)
Date: May 15, 2000 /s/ Joseph M. Field
-----------------------------------------------
Name: Joseph M. Field
Title: Chief Executive Officer
Date: May 15, 2000 /s/ David J. Field
-----------------------------------------------
Name: David J. Field
Title: President and Chief Operating Officer
Date: May 15, 2000 /s/ Stephen F. Fisher
-----------------------------------------------
Name: Stephen F. Fisher
Title: Senior Vice President and Chief Financial
Officer
20