SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 1996
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 0-16265
EZ COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0829355
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10800 MAIN STREET
FAIRFAX, VIRGINIA 22030
(Address of principal executive offices) (Zip code)
(703) 591-1000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES * NO
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock April 30, 1996
--------------------- --------------
Class A Common Stock, $.01 par value per share 6,419,824 shares
Class B Common Stock, $.01 par value per share 2,677,897 shares
EZ COMMUNICATIONS, INC.
INDEX
Part I - Financial Information Page
----
Item 1. Financial Statements
Consolidated Balance Sheets at
March 31, 1996 and December 31, 1995 3-4
Consolidated Statements of Operations for the Three
Months Ended March 31, 1996 and 1995 5
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1996 and 1995 6
Notes to Consolidated Financial Statements 7-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-10
Part II - Other Information
- - ---------------------------
Item 1. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11-17
Signatures 18
- - ---------- --
Exhibit Index
2
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EZ COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(UNAUDITED)
MARCH 31, December 31,
ASSETS 1996 1995
- - -------------------------------------------------------------------------
CURRENT ASSETS
Cash $24,315 $33,275
Accounts receivable, less allowance of $691
at March 31, 1996 14,136 16,678
and $772 at December 31, 1995
Trade receivables - barter 1,346 933
Prepaid expenses and other current assets 3,665 4,327
------------------------
TOTAL CURRENT ASSETS 43,462 55,213
PROPERTY, PLANT AND EQUIPMENT
Land 1,451 1,451
Buildings and improvements 8,939 8,710
Broadcast equipment 22,215 21,032
Furniture and other equipment 10,377 9,936
Construction in progress 784 249
------------------------
43,766 41,378
Less accumulated depreciation 22,011 21,456
------------------------
21,755 19,922
INTANGIBLE ASSETS
Goodwill and broadcast licenses 159,158 132,730
Purchased contracts and other 6,587 6,280
------------------------
165,745 139,010
Less accumulated amortization 17,212 15,896
------------------------
148,533 123,114
OTHER ASSETS 6,884 7,007
------------------------
$220,634 $205,256
========================
See notes to consolidated financial statements
3
EZ COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(UNAUDITED)
MARCH 31, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 1996 1995
- - -------------------------------------------------------------------------
CURRENT LIABILITIES
Accounts payable $1,883 $1,537
Accrued expenses 1,575 2,144
Accrued interest 5,554 1,643
Deferred income 1,416 1,203
Other 655 653
------------------------
TOTAL CURRENT LIABILITIES 11,083 7,180
LONG-TERM DEBT, LESS CURRENT PORTION 161,857 148,833
DEFERRED INCOME TAXES 7,751 7,944
OTHER LIABILITIES 16 16
SHAREHOLDERS' EQUITY
Preferred stock, no par value, authorized
1,000,000 shares, no shares issued and
outstanding Class A Common stock, par value
$.01 per share, authorized 25,000,000 shares,
issued and outstanding 64 64
6,379,824 shares at March 31, 1996 and 6,378,824
shares at December 31, 1995 Class B Common stock,
par value $.01 per share, authorized 27 27
5,000,000 shares, issued and outstanding
2,677,897 shares
Additional paid-in-capital 38,207 38,194
Retained earnings 1,629 2,998
------------------------
39,927 41,283
------------------------
$220,634 $205,256
========================
See notes to consolidated financial statements
4
EZ COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(UNAUDITED)
Three Months Ended March 31,
------------------------------
1996 1995
- - -------------------------------------------------------------------------
REVENUE
Gross broadcasting revenue $22,157 $18,704
Less: agency commissions 2,784 2,323
------------ ------------
Net broadcasting revenue 19,373 16,381
BROADCASTING EXPENSES 14,360 12,132
------------ ------------
STATION OPERATING INCOME BEFORE CORPORATE
EXPENSES, DEPRECIATION AND AMORTIZATION
5,013 4,249
Corporate expenses 913 927
Depreciation and amortization 2,142 1,589
------------ ------------
OPERATING INCOME 1,958 1,733
OTHER INCOME (EXPENSES)
Interest expense (4,039) (2,592)
Other, net 149 (199)
------------ ------------
(3,890) (2,791)
NET LOSS BEFORE TAXES (1,932) (1,058)
Federal and state income tax benefit (563) (465)
------------ ------------
NET LOSS $(1,369) $(593)
============ ============
NET (LOSS) INCOME PER COMMON SHARE $(0.15) $(0.07)
============ ============
Weighted average common shares outstanding 9,057 8,983
============ ============
See notes to consolidated financial statements
5
EZ COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(UNAUDITED)
Three months ended
March 31,
1996 1995
- - -------------------------------------------------------------------------
OPERATING ACTIVITIES
Net loss $(1,369) $(593)
Adjustments to reconcile net loss to net cash
provided by
operating activities:
Depreciation and amortization 2,142 1,589
Other changes not affecting cash (29) (328)
Changes in operating assets and
liabilities
Decrease in accounts receivable 2,379 2,097
Increase (decrease) in accrued interest 3,911 (220)
Other 242 (1,769)
------------------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 7,276 776
INVESTING ACTIVITIES
Proceeds from sale of radio station 21,250
Purchases of radio stations (28,000) (8,750)
Purchases of property, plant and equipment, (801) (435)
net
Other, net (448) (345)
------------------------
NET CASH (USED IN) PROVIDED BY
INVESTING ACTIVITIES (29,249) 11,720
FINANCING ACTIVITIES
Issuance of notes payable 16,800
Repayments of notes payable (3,800)
Proceeds from long-term debt 9,500
Principal payments on long-term debt (23,062)
Proceeds from the exercise of employee stock 13 520
options
------------------------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 13,013 (13,042)
------------------------
DECREASE IN CASH (8,960) (546)
CASH AT BEGINNING OF PERIOD 33,275 2,723
------------------------
CASH AT END OF PERIOD $24,315 $2,177
========================
See notes to consolidated financial statements
6
EZ COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three-month period
ended March 31, 1996 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1996. For further information, refer
to the consolidated financial statements and footnotes thereto included in the
Company's Annual Report to Shareholders and Annual Report on Form 10-K for the
year ended December 31, 1995.
NOTE B -- ACQUISITIONS OF RADIO STATIONS
In March 1995, the Company acquired the assets of stations KBEQ AM/FM
Kansas City, Missouri for approximately $7,650,000. The purchase price of the
acquisition was funded from borrowings under the Company's former Credit
Facility. Concurrently with the execution of the agreement to acquire KBEQ
AM/FM, the Company also entered into an option and asset purchase agreement with
an unrelated party to acquire station KFKF-FM Kansas City (the "Kansas City
Acquisition"). Upon the consummation of the acquisition of KBEQ AM/FM, the
Company entered into a Time Brokerage Agreement ("TBA") with the owner of KFKF
for them to program and market KBEQ AM/FM. In August 1995, the Company elected
to exercise its option to acquire KFKF-FM. The KFKF-FM option and asset purchase
agreement provided for an aggregate purchase price of $28,000,000, of which
$15,000,000 was paid in connection with the closing of the Kansas City
Acquisition, which occurred in January 1996, and $13,000,000 was financed
through the Company's issuance of two promissory notes to the seller of the
station due in December 1996 and January 1997 (the "Kansas City Notes"). The
Kansas City Notes bear interest at 8.49%. The $15,000,000 paid at closing was
provided from proceeds from the Company's November 1995 issuance of $150,000,000
of 9.75% Senior Subordinated Notes due 2005 (the "Notes"). It is the Company's
intention to use the proceeds from the Notes to retire the Kansas City Notes.
In March 1996, the Company entered into an agreement to acquire the assets
of station KYCW-FM Seattle for $26,000,000. At the same time, the Company began
7
programming and marketing the station pursuant to a TBA. The acquisition is
expected to be funded from borrowings under the Company's Credit Facility. The
consummation of the acquisition, which is expected in May 1996, is subject to
the consent of the Federal Communications Commission.
The above acquisitions have been accounted for by the purchase method of
accounting. The purchase price has been allocated to the assets acquired based
on their fair values at the date of the acquisition. The excess of the purchase
price over the estimated fair values of the net assets acquired has been
recorded as goodwill and broadcast licenses.
In March 1996, the Company entered into an asset exchange agreement with
an unrelated party, whereby the Company agreed to exchange stations WEZB-FM,
WRNO-FM and WBYU-AM New Orleans for stations KCIN-FM and KRPM-AM Seattle. At the
same time, both parties began programming and marketing the stations pursuant to
separate TBA's. The consummation of the exchange, which is expected in the third
quarter of 1996, is subject to the consent of the Federal Communications
Commission and will be accounted for as a non-monetary exchange of similar
productive assets; therefore no gain or loss will be recorded for financial
reporting purposes.
The operating results of the acquisitions of WBYU-AM (which occurred in
February 1995) are included in the Company's results of operations since
February 1995 and the operating results of the acquisitions of KBEQ AM/FM and
KFKF-FM are included in the Company's consolidated results of operations since
January 1996. The following unaudited pro forma summary presents the
consolidated results of operations as if the acquisitions had occurred at the
beginning of the periods presented, and, after giving effect to certain
adjustments, including the elimination of certain expenses, and the inclusion of
depreciation and amortization of assets acquired and interest expense on the
acquisition debt. These pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of what would have occurred
had the acquisition been made as of those dates or results which may occur in
the future (in thousands, except per share data).
Three Months Ended March 31,
1996 1995
---- ----
(Unaudited)
Net broadcasting revenue $19,148 $18,183
Net loss (1,316) (946)
Loss per common share:
Net loss per common share $ (0.15) $ (0.11)
8
NOTE C -- INCOME TAXES
In March 1996, the IRS approved the Company's request to change (for tax
purposes) its method of accounting for broadcast licenses. This change will
allow the Company to recognize certain tax benefits through 2001.
NOTE D -- SUBSEQUENT EVENTS
In April 1996, the Company entered into an agreement to acquire the assets
of stations KEZK-FM and KFNS-AM St. Louis for $48,000,000. At the same time, the
Company began programming and marketing the stations pursuant to an TBA. The
acquisition will be funded from borrowings under the Company's Credit Facility.
The consummation of the acquisition, which is expected in the third quarter of
1996, is subject to the consent of the Federal Communications Commission.
NOTE E -- RECLASSIFICATIONS
Certain 1995 amounts have been reclassified for comparative purposes.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
The Company's net broadcasting revenue was $19,373,000 for the three
months ended March 31, 1996, an increase of 18% from $16,381,000 for the same
period in 1995. The increase was attributed to the acquisition of stations KBEQ
AM/FM and KFKF-FM Kansas City (which were acquired in January 1996), strong
results from KZOK-FM Seattle, KYKY-FM St. Louis, both Charlotte stations,
significantly improved results from WIOQ-FM Philadelphia, as well as a continued
growth in advertising revenue in all of the Company's markets.
Broadcast cash flow (defined as station operating income before corporate
expenses and depreciation and amortization) was $5,013,000 for the three months
ended March 31, 1996, an increase of 18% from $4,249,000 for the three months
ended March 31, 1995. The increase was attributed to higher net revenue as well
as the inclusion of the results of the acquired stations.
On a same station basis (pro forma assuming that all acquisitions had
occurred at the beginning of 1995), the Company's net revenue increased 5% for
the three months ended March 31, 1996. On a same station basis, broadcast cash
flow increased 9% for that same period.
Depreciation and amortization were $2,142,000 for the three months ended
March 31, 1996, an increase of 35% from $1,589,000 for the same period in 1995.
This increase was primarily attributed to the increase in depreciable and
amortizable assets resulting from recent acquisitions of radio stations in New
Orleans and Kansas City, as well as costs associated with the Company's November
1995 issuance of $150,000,000 of 9.75% Senior Subordinated Notes due 2005 (the
"Notes").
9
Interest expense was $4,039,000 and $2,592,000 for the three months ended
March 31, 1996 and 1995, respectively. This increase was due to an increase in
the aggregate amount of debt outstanding during the respective periods resulting
from the acquisitions previously noted and the Notes issuance. The increase is
also attributed to a higher weighted average interest rate in 1996.
The Company reported net losses of $1,369,000 ($0.15 per share) and
$593,000 ($0.07 per share) for the three months ended March 31, 1996 and 1995,
respectively. The increased net loss and higher net loss per common share in
1996 are principally the result of increased interest expense and depreciation
and amortization.
Liquidity and Capital Resources
The Company's liquidity needs arise from its debt service, working capital
and capital expenditure requirements. Historically, the Company has met its
liquidity needs with internally generated funds and has financed the acquisition
of radio broadcasting properties with bank borrowings and proceeds from the sale
of the Company's securities. Cash flow from operating activities was $7,276,000,
and $776,000 for the three months ended March 31, 1996 and 1995. The increase
for the three months ended March 31, 1996 was principally the result of higher
levels of net revenue, lower levels of receivables from the previous year end,
as well as increased accrued interest resulting from the semi-annual interest
payment schedule of the Notes.
During the three months ended March 31, 1996, the Company made net capital
expenditures totaling $801,000 compared to $435,000 for the same period in 1995.
During 1996, the Company incurred costs of $535,000 to construct a new office
and studio facility for its Sacramento properties. The total cost of this
project will be approximately $3,400,000 and will be completed in 1996. Total
costs incurred to date with respect to this project totaled $1,139,000 at March
31, 1996. The Company expects maintenance capital expenditures for its radio
station group to be less than $1,000,000 for the year ended December 31, 1996
and expects to incur acquisition-related capital expenditures totaling
approximately $5,500,000 through 1996 to upgrade and/or consolidate its
operations in Sacramento, Pittsburgh and Philadelphia.
Between January 1995 and March 1996, the Company borrowed an aggregate of
$15,000,000 under various credit facilities to finance in part the acquisitions
of KBEQ AM/FM and WRNO. Net proceeds from the sale of the Notes were used to
repay in full all amounts outstanding under the Company's $135,000,000 Credit
Facility (the "Former Credit Facility"). Concurrent with the sale of the Notes,
the Company entered into a new $125,000,000 Credit Facility, of which there were
no amounts outstanding as of March 31, 1996. At March 31, 1996, total long-term
debt outstanding was $161,857,000, which consisted of indebtedness related to
the Notes as well as the Kansas City Notes. It is the Company's intention to use
the proceeds from the Notes to retire the Kansas City Notes. The current maximum
borrowing amount available under the Credit Facility is $125,000,000. The
Company expects that cash flow from operating activities in fiscal 1996 will be
sufficient to fund all debt service costs and capital expenditure requirements.
In addition, the Company's Credit Facility permits the Company to incur an
additional $50,000,000 of debt as long as the Company remains in compliance with
certain covenants after incurring such debt.
Both the Indenture governing the Notes and the Credit Facility contain
certain financial and operational covenants and other restrictions with which
the Company must comply, including among others, prohibiting the payment of
dividends, limitations on making capital expenditures, incurring additional
indebtedness, redeeming or repurchasing capital stock of the Company,
restrictions on the use of borrowings, requirements to maintain certain
financial ratios and limitations on acquisitions and dispositions of stations in
certain circumstances. The Company is in compliance with such covenants and
restrictions.
10
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On January 31, 1996, EZ New Orleans, Inc. filed an application for the
renewal of the license of WEZB-FM in New Orleans, Louisiana with the Federal
Communications Commission. A petition to deny the application dated April 25,
1996, has been filed. The petition alleges, among other things, that the
licensee has presented indecent and obscene programming and improperly
maintained the station's public inspection file; it also contends that the
licensee is not qualified to do business in New Orleans. On May 1, 1996, an
informal objection was filed against the WEZB (FM) renewal application. The
informal objection also alleges that the licensee has presented indecent and
obscene programing. The licensee's opposition to the petition to deny is due
on May 28, 1996. The licensee will address the concerns set forth in the
informal objection at the same time. While the Company cannot predict the
outcome of this matter at this time, the Company believes that the petition to
deny and the informal objection will not have a material adverse effect on the
Company. There can be no assurance, however, that the renewal application will
be granted.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's Annual Meeting of Shareholders held on April 23, 1996,
the shareholders elected the following individuals for one-year terms to the
Board of Directors: Arthur Kellar, Alan Box, Woodley A. Allen, C. Barrie
Cook, George W. Johnson, John W. King, James R. McKay and Glenn W. Saunders,
Jr.
The results of the shareholders' voting on the election of the directors were
as follows:
Arthur Kellar For:31,354,786 Against 87,800 Abstain 27,785
Alan Box For:31,354,786 Against 87,800 Abstain 27,785
Woodley A. Allen For:31,354,786 Against 87,800 Abstain 27,785
C. Barrie Cook For:31,354,786 Against 87,800 Abstain 27,785
George W. Johnson * For:31,354,786 Against 87,800 Abstain 27,785
John W. King For:31,354,786 Against 87,800 Abstain 27,785
James R. McKay For:31,354,786 Against 87,800 Abstain 27,785
Glenn W. Saunders, Jr. * For:31,354,786 Against 87,800 Abstain 27,785
In addition, the following matters were voted upon by the shareholders of the
Company:
To ratify the appointment of Ernst & Young as independent public accountants for
the Company for the fiscal year ending December 31, 1996.
Votes
- - -------------------------------------------------------------------------------
For Against Abstain
--- ------- -------
31,457,146 100 12,500
* In accordance with the Company's Articles of Incorporation, the holders of
Class A Common Stock, exclusive of all other shareholders, are entitled to elect
two of the Company's directors. Directors identified by an asterisk are Class A
nominees.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed herewith:
Exhibit
Number Exhibit Title
- - ------ -------------
2.01 -- Asset Purchase Agreement dated February 21, 1992 by and
between Professional Broadcasting, Incorporated, a
wholly-owned subsidiary of the Company ("PBI"), and
Sundance Broadcasting of Wisconsin, Inc. (Phoenix sale)(2)
11
Exhibit
Number Exhibit Title
- - ------ -------------
2.02 -- Asset Purchase Agreement dated April 29, 1992 by and among
PBI and Phalen & Associates, Inc. (Jacksonville sale)(2)
2.03 -- Asset Exchange Agreement dated October 15, 1992 between the
Company and WSOC Radio, Inc. (Miami/Charlotte Exchange)(2)
2.04 -- Asset Sale Agreement dated June 30, 1989 by and between PBI
and Americom Las Vegas (Las Vegas sale)(2)
2.05 -- Asset Purchase and Sale Agreement dated October 27, 1993,
by and between KYLO Radio, Inc., the Company and Syndicated
Communications Venture Partners II, L.P. relating to
KQBR-FM, Davis, California (Sacramento Sale)(8)
3.01 -- The Company's Amended and Restated Articles(2)
3.02 -- The Company's Amended and Restated Bylaws(2)
4.01 -- Revised specimen certificate for Class A Common Stock(2)
4.02 -- Revised specimen certificate for Class B Common Stock(2)
4.03 -- Indenture, dated as of November 1, 1986, between the
Company and Crestar Bank, as successor Trustee(2)
4.04 -- Indenture, dated as of November 21, 1995, between the
Company and State Street Bank and Trust Company, as
Trustee(15)
10.01 -- 1993 Equity Incentive Plan of the Company(2)
10.02 -- Form of Stock Option Agreement of the Company(3)
10.03 -- Form of Stock Option Exercise Agreement of the Company(3)
10.04 -- The Company's Savings and Security Plan(2)
10.05 -- Credit Agreement, dated as of July 29, 1992, between the
Company, PBI, The Chase Manhattan Bank (National
Association), The Bank of California, N.A. and Society
National Bank, as amended (the "1992 Credit Facility")(2)
10.06 -- Stock Purchase Agreement dated October 9, 1992 by and among
PBI, Miklos Benedek and KYLO Radio, Inc. (Sacramento
purchase)(9)
10.07 -- Time Brokerage Agreement dated as of January 1, 1993 by and
between the Company, as Time Broker, Pittsburgh Partners,
L.P., as Licensee, and Signature Broadcasting Partners,
L.P., as Guarantor, relating to the broadcast time of
WMXP-FM, Pittsburgh, Pennsylvania (Pittsburgh LMA)(2)
10.08 -- Asset Purchase Agreement dated as of January 1, 1993 by and
among the Company, Pittsburgh Partners, L.P. and Signature
Broadcasting Partners, Ltd (Pittsburgh purchase)(10)
12
Exhibit
Number Exhibit Title
- - ------ -------------
10.10 -- Employment Agreement between the Company and Arthur C.
Kellar dated as of June 8, 1993 (the "Kellar Employment
Agreement")(2)
10.11 -- Employment Agreement between the Company and Alan L. Box
dated as of June 8, 1993 (the "Box Employment Agreement)(2)
10.12 -- Form of Indemnity Agreement entered into by the Company
with each of its directors and executive officers(2)
10.13 -- Amendment No. 3, dated as of July 12, 1993, to the 1992
Credit Facility(2)
10.14 -- Amendment No. 4, dated as of August 10, 1993, to the 1992
Credit Facility(2)
10.15 -- Asset Purchase Agreement dated September 29, 1993, by and
between PBI and Pacific and Southern Company, Inc. relating
to KUSA-AM and KSD-FM, St. Louis, Missouri (St. Louis
purchase)(4)
10.16 -- Local Marketing Agreement dated September 29, 1993, by and
between PBI and Pacific and Southern Company, Inc. relating
to KUSA-AM and KSD-FM, St. Louis, Missouri (St. Louis
LMA)(4)
10.17 -- Agreement of Sale dated October 4, 1993, by and between PBI
and Nationwide Communications Inc. relating to KNCI-FM,
Sacramento, California (Sacramento purchase)(4)
10.18 -- Sales and Services Agreement dated October 4, 1993, by and
between PBI and Nationwide Communications Inc. relating to
KNCI-FM, Sacramento, California (Sacramento services
agreement)(4)
10.20 -- Time Brokerage Agreement dated November 10, 1993, by and
between KYLO Radio, Inc. and Syndicated Communications
Venture Partners II, L.P. relating to KQBR-FM, Davis,
California (Sacramento LMA)(4)
10.21 -- Amendment No. 5, dated as of December 17, 1993, to the 1992
Credit Facility(5)
10.22 -- Asset Purchase Agreement dated April 7, 1994 by and between
PBI and CLG Media, Inc. of Seattle, and CLG Media, Inc.,
relating to KZOK-FM, Seattle, Washington (Seattle
purchase)(6)
10.23 -- Amendment No. 6, dated as of April 12, 1994, to the 1992
Credit Facility(6)
10.24 -- Amendment No. 7, dated as of April 20, 1994, to the 1992
Credit Facility(6)
10.25 -- Asset purchase agreement dated as of May 6, 1994, by and
between PBI and Tak Communications, Inc. relating to
WUSL-FM, Philadelphia, Pennsylvania, and WTPX-FM, Ft.
Lauderdale, Florida(6)
10.26 -- Time Brokerage Agreement dated as of May 6, 1994, by and
between PBI, as Broker, and Tak Communications, Inc., as
Debtor-in-Possession ("Licensee")
13
Exhibit
Number Exhibit Title
- - ------ -------------
relating to the broadcast time of WUSL-FM, Philadelphia,
Pennsylvania (Philadelphia LMA)(6)
10.27 -- Time Brokerage Agreement dated as of May 6, 1994, by and
between PBI, as Broker, and Tak Communications, Inc., as
Debtor-in-Possession ("Licensee") relating to the broadcast
time of WTPX-FM, Miami, Florida (Miami LMA)(6)
10.28 -- Asset Purchase Agreement dated as of August 2, 1994, by and
between PBI and the Seventies Broadcasting Corporation
relating to WTPX-FM, Miami/Ft. Lauderdale (Miami/Ft.
Lauderdale sale)(1)
10.29 -- Amendment No.8, dated as of August 9, 1994, to the 1992
Credit Facility(11)
10.30 -- Credit Agreement, dated as of October 11, 1994, between the
Company, the Subsidiary Guarantors and The Chase Manhattan
Bank (National Association), individually and as agent for
other banks (the "1994 Credit Facility")(12)
10.31 -- Asset Purchase Agreement dated as of November 28, 1994, by
and between PBI and Radio Vanderbilt, Inc. relating to
WBYU-AM, New Orleans, Louisiana (WBYU purchase)(13)
10.32 -- Amendment No. 1, dated as of December 15, 1994, to the 1994
Credit Facility(13)
10.33 -- Asset Purchase Agreement dated as of December 19, 1994, by
and between PBI and Radio WRNO-FM, Inc. relating to
WRNO-FM, New Orleans, Louisiana (WRNO purchase)(13)
10.34 -- Local Marketing Agreement dated as of December 19, 1994, by
and between PBI and Radio WRNO-FM, Inc. relating to
WRNO-FM, New Orleans, Louisiana (WRNO LMA)(13)
10.35 -- Asset Purchase Agreement dated as of January 6, 1995, by
and among PBI and Noble Broadcast of Kansas City, Inc.
relating to KBEQ AM/FM, Kansas City, Missouri (KBEQ
Purchase)(13)
10.36 -- Option and Asset Purchase Agreement dated as of January 6,
1995, by and among PBI and the Company, and KFKF
Broadcasting, Inc. and Intracoastal Broadcasting, Inc.
relating to KFKF-FM, Kansas City, Missouri (KFKF
purchase)(13)
10.37 -- Time Brokerage Agreement dated as of March 10, 1995, by and
between PBI and KFKF Broadcasting, Inc. relating to KBEQ
AM/FM (Kansas City LMA)(13)
10.38 -- KFKF Option Agreement dated as of January 6, 1995, by and
among PBI, the Company, KFKF Broadcasting, Inc. and
Intracoastal Broadcasting, Inc. as amended (KFKF Option)(14)
10.39 -- Amendment No.1, dated as of June 1, 1995, to the Kellar
Employment Agreement(14)
14
Exhibit
Number Exhibit Title
- - ------ -------------
10.40 -- Amendment No.1, dated as of June 1, 1995, to the Box
Employment Agreement(14)
10.41 -- Credit Agreement, dated as of November 20, 1995, between
the Company, the Subsidiary Guarantors and the Chase
Manhattan Bank (National Association), individually and as
agent for other banks (the "1995 Credit Facility")(15)
10.42 -- Asset Purchase Agreement, dated as of February 7, 1996 by
and between PBI and Infinity Broadcasting Corporation of
Washington relating to KYCW-FM (KYCW purchase)(15)
10.43 -- Amended and Restated Asset Purchase Agreement, dated as of
March 15, 1996, by and between PBI and Infinity
Broadcasting Corporation of Washington related to
KYCW-FM(15)
10.44 -- Asset Exchange Agreement, dates as of March 31, 1996, by
and between PBI and EZ New Orleans, Inc. and Heritage
Media, Inc. ("HMI") relating to WEZB-FM, WRNO-FM, WBYU-AM,
KCIN-FM and KRPM-AM (the New Orleans/Seattle Exchange) *
10.45 -- Time Brokerage Agreement, dated as of March 18, 1996, by
and between EZ New Orleans, Inc. and HMI relating to
WEZB-FM, WRNO-FM and WBYU-AM (the New Orleans TBA) *
10.46 -- Time Brokerage Agreement, dated as of March 18, 1996, by
and between HMI and PBI relating to KCIN-FM and KRPM-AM
(the KCIN/KRPM TBA) *
10.47 -- Asset Purchase Agreement, dated as of April 5, 1996, by and
among Par Broadcasting Company, Inc. and PBI, relating to
KEZK-FM and KFNS-AM, St. Louis (KEZK purchase) *
10.48 -- Time Brokerage Agreement, dated as April 5, 1996, by and
between PBI and Par Broadcasting Company, Inc., relating to
KEZK-FM and KFNS-AM, St. Louis (KEZK TBA) *
19.02 -- The Company's 1993 Annual Report to Shareholders(7)
19.03 -- The Company's Proxy Statement dated March 31, 1995 and
filed with the Securities and Exchange Commission on March
31, 1995(13)
19.04 -- The Company's 1994 Annual Report to Shareholders(13)
19.05 -- The Company's Proxy Statement dated March 29, 1996 and
filed with the Securities and Exchange Commission on March
29, 1996(15)
19.06 -- The Company's 1995 Annual Report to Shareholders(15)
23.01 -- Consent of Ernst & Young LLP, Independent Auditors(15)
24.01 -- Powers of Attorney
* Filed herewith.
15
(1) Incorporated by reference to similarly numbered exhibit in the Company's
Registration Statement on Form S-1 (File No. 33-82392) originally filed
with the Securities and Exchange Commission on August 3, 1994.
(2) Incorporated by reference to similarly numbered exhibit in the Company's
Registration Statement on Form S-1 (File No. 33-64226) originally filed
with the Securities and Exchange Commission on June 10, 1993, as amended
("1993 S-1").
(3) Incorporated by reference to similarly numbered exhibit in the Company's
Form 10-Q for the quarterly period ended June 30, 1993 (File No. 0-16265)
originally filed with the Securities and Exchange Commission on September
17, 1993, as amended.
(4) Incorporated by reference to similarly numbered exhibit in the Company's
Form 10-Q for the quarterly period ended September 30, 1993 (File No.
0-16265) originally filed with the Securities and Exchange Commission on
November 15, 1993, as amended.
(5) Incorporated by reference to similarly numbered exhibit in the Company's
Form 8-K as of February 10, 1994 (File No. 0-16265) originally filed with
the Securities and Exchange Commission on February 25, 1994.
(6) Incorporated by reference to similarly numbered exhibit in the Company's
Form 10-Q for the quarterly period ended March 31, 1994 (File No. 0-16265)
originally filed with the Securities and Exchange Commission on May 13,
1994.
(7) Incorporated by reference to similarly numbered exhibit in the Company's
Form 10-K as of December 31, 1993 (File No. 0-16265) originally filed with
the Securities and Exchange Commission on March 31, 1994.
(8) Incorporated by reference to Exhibit 10.19 in the September 30, 1993
Form 10-Q.
(9) Incorporated by reference to Exhibit 2.05 in the 1993 S-1.
(10) Incorporated by reference to Exhibit 2.06 in the 1993 S-1.
(11) Incorporated by reference to similarly numbered exhibit in the Company's
Form 8-K as of August 23, 1994 (File No. 0-16265) originally filed with
the Securities and Exchange Commission on September 2, 1994.
(12) Incorporated by reference to similarly numbered exhibit in the Company's
Form 8-K as of October 12, 1994 (File No. 0-16265) originally filed with
the Securities and Exchange Commission on October 27, 1994.
(13) Incorporated by reference to similarly numbered exhibit in the Company's
Form 10-K as of December 31, 1994 (File No. 0-16265) originally filed with
the Securities and Exchange Commission on March 31, 1995.
(14) Incorporated by reference to Exhibit 2.01 in the Company's Registration
Statement on Form S-3 (File No. 33-98450) originally filed with the
Securities and Exchange Commission on October 20, 1995, as amended ("1995
S-3").
(15) Incorporated by reference to similarly numbered exhibit in the Company's
Form 10-K as of December 31, 1995 (File No. 0-16265) originally filed with
the Securities and Exchange Commission on March 29, 1996.
(b) Reports on Form 8-K filed in the first quarter of 1996
Form 8-K dated January 2, 1996
Item 2. Acquisition or Disposition of Assets. Acquisition of
KFKF-FM.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits. Acquisition of KFKF-FM.
16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 15, 1996 EZ COMMUNICATIONS, INC.
By: /S/ Ronald H. Peele, Jr.
--------------------------
Ronald H. Peele, Jr.
Chief Financial Officer and
Chief Accounting Officer
17