THIS DOCUMENT IS A COPY OF A DOCUMENT FILED ON MARCH 31, 1997 PURSUANT TO A RULE
201 TEMPORARY HARDSHIP EXEMPTION.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K
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Annual Report Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
For the Fiscal Year Ended December 31, 1996 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)
(703) 591-1000
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of Each Exchange on Which Registered
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Class A Common Stock, NASDAQ National Market
par value $.01 per share
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
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9.75% Senior Subordinated Notes Due 2005
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and
will not be contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X].
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 17, 1997 was approximately $245,224,122. As of March 17,
1997, 6,465,128 shares of Class A Common Stock and 2,697,897 shares of Class B
Common Stock were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Portions of the proxy statement for the annual shareholders meeting are
incorporated by reference into Part III.
EZ COMMUNICATIONS, INC.
TABLE OF CONTENTS
Part I Page
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ITEM 1. Business 3-12
ITEM 2. Properties 12-13
ITEM 3. Legal Proceedings 13-14
ITEM 4. Submission of Matters to a Vote of Security Holders 14
Part II
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ITEM 5. Market for the Registrant's Common Equity and
Related Stockholder Matters 14-15
ITEM 6. Selected Financial Data 15-16
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16-19
ITEM 8. Financial Statements and Supplementary Data 19-20
ITEM 9. Changes In and Disagreements With Accountants On
Accounting and Financial Disclosure 20
Part III
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ITEM 10. Directors and Executive Officers of the Registrant 20
ITEM 11. Executive Compensation 20
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management 20
ITEM 13. Certain Relationships and Related Transactions 20
Part IV
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ITEM 14. Exhibits, Financial Statement Schedule, and Reports On
Form 8-K 20-26
Signatures 27
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EZ desires to take advantage of the new "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. EZ's Report on Form 10-K
contains "forward-looking statements" including statements concerning
projections, plans, objectives, future events or performance and underlying
assumptions and other statements which are other than statements of historical
fact. For a description of the important factors, among others, that may have
affected and could in the future affect EZ's actual results and could cause EZ's
actual results for subsequent periods to differ materially from those expressed
in any forward-looking statement made by or on behalf of EZ, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations".
PART I
ITEM 1. BUSINESS
BACKGROUND
EZ Communications, Inc. (the "Company" or "EZ") is a publicly traded
radio broadcasting company that, as of March 17, 1997, owns and/or operates
twenty FM and six AM radio stations serving eight of the nation's top 40 radio
revenue markets (Philadelphia, Seattle, St. Louis, Pittsburgh, Sacramento,
Kansas City, Charlotte and New Orleans). EZ owns at least two FM stations in
each of its markets. The Company's portfolio of stations is diversified in terms
of format, target demographics, geographic location and phase of development.
The Company believes that this diversity helps to insulate the Company from
downturns in specific markets and changes in musical tastes.
The Company's strategy is to acquire and operate radio stations in
large markets with an emphasis on the nation's 30 largest markets. As part of
this strategy, the Company seeks to maximize its presence in each of its markets
through, among other things, the ownership of multiple station combinations. The
Company seeks to own and operate multiple station combinations as a way to
establish a leading position in each of its markets as measured by audience
ratings and revenue share. Operating multiple station combinations has enabled
the Company to program a greater number of stations, strategically position
those stations in a variety of formats, attract top talent, and improve the
range of products and services available to advertisers, thereby making EZ's
stations a more attractive alternative to advertisers and better positioning EZ
to compete effectively for available dollars against other media, including
newspapers and television. Additionally, multiple station combinations allow
station consolidation and centralization, creating certain cost and operational
efficiencies and enhancing consistency of management and talent excellence.
The Company regularly evaluates potential acquisitions both in markets
that it does not currently serve and in markets in which it would like to
achieve a larger presence. Acquisition candidates may include individual
stations, pairs of stations in a single market or groups of stations that may
operate in a number of major markets. After acquiring a station, the Company
seeks to improve net revenue and broadcast cash flow by a variety of means such
as changing the station's programming format, reducing its operating expenses,
or combining its operations with an existing station operated by the Company in
the same market. The Company intends to continue to pursue opportunities for
expansion, including opportunities to acquire multiple radio stations in the
same local market as allowed under the recently enacted Telecommunications Act
of 1996.
EZ's management team has significant experience in the radio
broadcasting industry. As of March 17, 1997, the Company has owned and operated
37 radio stations in 15 different geographic markets with a variety of
programming formats during the Company's 29 year history. EZ was founded in 1967
by Arthur Kellar, Chairman of the Board, and in 1974 Alan Box, President and
Chief Executive Officer, joined the Company. Together, Mr. Kellar and Mr. Box
own 29.5% of the outstanding capital stock of the Company, representing 80.7% of
the voting power of the Company.
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RECENT DEVELOPMENTS
The Merger
In August 1996, the Company entered into a merger agreement (as amended
in September 1996) with American Radio Systems Corporation ("American") pursuant
to which the Company will be merged directly with and into American with
American continuing as the surviving entity. Pursuant to the merger agreement,
each holder of the Company's Common Stock will receive (i) $11.75 in cash and
(ii) 0.9 shares of American's Class A Common Stock per share. In February 1997,
the companies received regulatory consent to the merger from the Department of
Justice. Ultimate consummation of the merger, which is expected in the second
quarter of 1997, is still subject to the consent of the Federal Communications
Commission.
Recent Acquisitions and Pending Sales and Exchanges
Set forth below is a discussion of the Company's acquisitions and
dispositions of radio stations since January 1, 1996, which have not been
described in the 1995 or previous Annual or Quarterly Reports, as well as a
discussion of pending sales and exchanges.
Recent Acquisition. 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 a Time Brokerage Agreement ("TBA"). The purchase price of
the acquisition, which was consummated in July 1996, was funded from borrowings
under the Company's Credit Facility. This acquisition provided the Company with
a third FM station in St. Louis, as well as a formidable position in the adult
contemporary format. The addition of KFNS-AM (sports format) complements the
Company's rights to the NFL's St. Louis Rams broadcasts.
Pending Sales. In December 1996, the Company entered into an agreement
to sell the assets of KMPS-AM Seattle for approximately $2 million. Consummation
of the transaction, which is expected to close in the second quarter of 1997, is
subject to certain conditions, including the consents of certain third parties,
and the Federal Communications Commission's approval of the transfer of the
broadcast licenses.
In November 1996, the Company entered into an agreement to sell the
assets of KTRS-AM, formerly KSD-AM St. Louis for approximately $10 million. In
January 1997, the buyer began programming and marketing the station pursuant to
a Local Marketing Agreement ("LMA"). Consummation of the transaction, which is
expected to close in the second quarter of 1997, is subject to certain
conditions, including the consents of certain third parties, and the Federal
Communications Commission's approval of the transfer of the broadcast licenses.
Pending Exchanges. 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 and $7,500,000 in
cash for stations KBKS-FM (formerly 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 to occur in
the second quarter of 1997, is subject to the consent of the Federal
Communications Commission ("FCC"), which first must grant the pending
application for renewal of the license of WEZB-FM, and the expiration or earlier
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended ("HSR Act").
In December 1996, the Company entered into an asset exchange agreement
with an unrelated party, whereby the Company will exchange stations WIOQ-FM and
WUSL-FM Philadelphia for stations WRFX-FM, WPEG-FM, WBAV-FM, WBAV-AM, and
WFNZ-AM Charlotte, and an asset purchase agreement to purchase station WNKS-FM
Charlotte for approximately $10 million. Consummation of the asset exchange
agreement is not conditioned on consummation of the asset purchase agreement,
although consummation of the asset purchase agreement is conditioned on
consummation of the asset exchange agreement. Consummation of the exchange and
the acquisition, which is expected in the second quarter of 1997, is subject to
the consent of the FCC. In order,
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among other things, to meet applicable FCC requirements, the Company is required
to place WRFX-FM in an insulated voting trust or sell the station. In December
1996, the Company sought authority to place the station in a trust. In February
1997, the Company entered into an asset exchange agreement with an unrelated
party, whereby the Company will exchange station WRFX-FM Charlotte for station
WDSY-FM Pittsburgh and $20 million cash consideration. Consummation of the
exchange, which is expected in the second or third quarters of 1997, is subject
to the consent of the FCC and the expiration or earlier termination of the HSR
waiting period.
GENERAL
Operating Philosophy
The Company seeks to maximize its audience ratings for each of its
stations and to generally achieve the largest possible share of radio
advertising revenue in its markets. By operating multiple station combinations
in its markets, the Company has the opportunity to position its stations in
complementary formats that may enable the Company to achieve a high
concentration of listeners in a variety of formats, attract top talent, and
improve the range of products and services available to advertisers, thereby
making the Company's stations a more attractive alternative to advertisers and
better positioning the Company to compete effectively for available dollars
against other media, including newspapers and television. Additionally, multiple
station combinations allow station consolidation and centralization, creating
certain cost and operational efficiencies and enhancing consistency of
management and talent excellence.
The Company employs a variety of innovative techniques to increase its
audience ratings and to generate revenue in its markets. As an example of that
effort, the Company's Seattle station, KMPS-FM, became during 1994, the first
commercial country station to have an interactive world-wide web site on the
Internet. During 1995, that station continued to evolve its Internet
applications, by forming collaborations offering Internet access to listeners
and broadcasting the station's programming in real time on the Internet. While
in its early stages, management believes that these Internet applications have
the potential to create supplemental revenue sources for the Company.
The Company believes that effective sales training is essential to
strong operating performance and believes that its training is superior to the
industry as a whole. The Company has a comprehensive sales training program,
called "A Promise For Excellence," which emphasizes the staged, on-going
development of the Company's sales professionals. The program includes, among
other things, sales managers' training meetings, regular Company-wide sales
staff conference calls and testing, auditing, and oversight by the training
committee. As an adjunct to the training and management of its sales staff, the
Company's stations have, for over 18 years, participated in a sales incentive
travel program developed by the Company and known as the "EZ Marketing Seminar."
This incentive travel program involves owners and managers of some of the
largest advertisers in the Company's various markets, and enables the Company's
general managers and senior executives to establish ongoing relationships with
these key advertisers.
The Company concentrates on developing its general managers, who are
responsible for the day-to-day operations of the stations in their respective
geographic markets and are compensated, in part, based on their station's
financial performance. To enhance internal coordination and to effect broader
usage of successful sales and programming techniques, the Company holds
quarterly meetings and monthly conference calls among its senior managers. While
day-to-day operations of the stations are run by the general managers, the
Company minimizes costs by centralizing common functions such as long-range
planning, the establishment of policies and procedures, general accounting and
auditing, resource allocation, regulatory compliance and license renewals.
In an effort to add and retain new listeners, the Company's stations
typically will engage in significant local promotional activities which include
extensive community involvement. The Company's Seattle stations were presented
with the national Humanitarian Award by the Country Music Association, the
Company's Pittsburgh station received the Media Awareness Award (Radio) by the
National Commission Against Drunk Driving in
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recognition of its Designated Driver Program and one of the Company's
Philadelphia stations has been widely acclaimed for its "Stop the Violence"
program. In addition, in St. Louis, the Company has created an extensive program
known as "Outreach St. Louis, Inc.," which features a daily, informational radio
segment on St. Louis area non-profit organizations designed to educate the
public on how to access or support the valuable services provided by such
organizations. It also acts as a broker to match requests for goods or services
with donors, and serves as the vehicle for a grant-funding program to place
charitable contributions with qualifying recipients.
Acquisition Strategy
The Company endeavors to make acquisitions of stations that have
positive broadcast cash flow, that have the potential for greater revenue and
significant operating efficiencies and that can create opportunities for
multiple station ownership in a market. In analyzing potential acquisitions, the
Company generally considers (i) the size, rate of growth and projected future
rate of growth of the market's revenue, population and retail sales, (ii)
whether the proposed station has a competitive signal with a broad market
coverage area, (iii) whether there is a niche in the local spectrum of radio
formats or whether one of the station's competitors has an obvious
vulnerability, (iv) the operating history and financial performance of the
station, (v) the terms of the purchase and (vi) the minimum level of performance
that can be expected from the station under the Company's management.
The Company believes that there are several potential benefits that
result from operating multiple stations within the same market. First, each
additional station in a market provides the Company with a larger amount of the
prime advertising time to make available for sale to potential advertisers.
Second, the more signals programmed by the Company, the greater the audience
share the Company can achieve in a particular target demographic group. Third,
the Company is able to consolidate administrative, engineering and management
expenses to produce substantial cost savings. Finally, the purchase of
additional stations in an existing market allows the Company to take advantage
of its market expertise and existing relationships with advertisers.
The Company does not apply a fixed formula to determine the purchase
price of radio stations. The Company does not focus solely on multiples of
broadcast cash flow because it generally seeks to acquire untapped potential in
addition to existing broadcast cash flow. Assessing a station's potential is
more difficult in markets in which the Company does not have an existing station
group. With multiple station ownership, the Company can use its current
operating experience and existing relationships with advertisers in a particular
market in assessing the degree of improvement in programming service and
broadcast cash flow that is possible from a potential acquisition in that
market. The Company frequently evaluates potential acquisitions of radio
stations. However, the Company has no present understanding, commitment or
agreement with respect to any such acquisition other than as described in
"Recent Developments - Pending Acquisition".
Advertising Sales
Virtually all of the Company's revenues are generated from the sale of
local and national advertising for broadcast on its radio stations. Additional
broadcasting revenue is generated from network compensation payments and other
miscellaneous transactions. Local sales are made by a station's sales staff.
National sales are made by firms specializing in radio advertising sales on the
national level, in exchange for a commission from the Company that is based on
the Company's gross revenue from the advertising obtained. Approximately 80% of
the Company's broadcasting revenue for the year ended December 31, 1996, was
generated from the sale of local advertising.
The Company believes that radio is an efficient and cost-effective
means for advertisers to reach specific demographic groups. Advertising rates
charged by radio stations are based primarily on (i) a station's audience share
within the demographic groups targeted by advertisers, (ii) the number of
stations in the market competing for the same demographic groups, (iii) the
supply of and demand for radio advertising time and (iv) certain qualitative
factors. Rates are generally highest during morning and afternoon commuting
hours.
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A station's listenership is reflected in ratings surveys that estimate
the number of listeners tuned to a station and the time they spend listening to
that station. Each station's ratings are used by advertisers and advertising
representatives to consider advertising with the station, and are used by the
Company to chart audience growth, set advertising rates and adjust programming.
The radio broadcast industry's principal ratings service is Arbitron, which
publishes monthly and quarterly ratings surveys for significant domestic radio
markets. These surveys are the Company's primary source of ratings data with
respect to its stations.
Competition
The success of each of the Company's radio stations is dependent, to a
significant degree, upon its audience ratings and its share of the overall
advertising revenue within its market. The radio broadcasting industry is a
highly competitive business. The Company's radio stations compete for listeners
and advertising revenue directly with other radio stations, as well as other
media within their markets. The Company's audience ratings and market share are
subject to change and any adverse change in a particular market could have a
material and 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 and increase its current audience ratings and
advertising revenue market share.
The radio broadcasting industry is also subject to competition from new
media technologies that may be developed or introduced, such as the delivery of
audio programming by cable television systems and by digital audio broadcasting
formats to local and national audiences. On March 3, 1997, the FCC announced a
plan to auction two satellite radio slots to the four pending applicants that
have proposed to offer satellite delivered digital radio service. The auction is
scheduled for April 1, 1997. Also, on March 3, 1997, the FCC issued technical
and service rules for the new service. The Company cannot predict at this time
the effect, if any, that any such new technologies may have on the radio
broadcasting industry. The radio broadcasting industry historically has grown in
terms of total revenues despite the introduction of new technologies for the
delivery of entertainment and information, such as television broadcasting,
cable television, audio tapes, compact disks and cellular telephones.
Companies that operate radio stations must always be alert to the
possibility of another station changing its programming format to compete
directly for listeners and advertisers. There are typically other
well-capitalized firms competing in the same geographic markets as the Company.
If these firms decide to convert one of their stations to a format similar to
that of one of the Company's radio stations in the same geographic area, the
result could be lower ratings and advertising revenue, increased promotion and
other expenses and consequently lower station operating income.
As a result of abolition of the national limit on the number of
stations that may be owned by one entity and liberalization of the local
ownership rules by the Telecommunications Act of 1996 (the "1996 Act"), the
radio industry has shown a trend toward consolidation which is likely to
continue. The trend towards consolidation will increase competition among
purchasers for radio stations, including stations which the Company may find
attractive, which may, in turn, increase the price of such stations to the
Company.
Employees
At December 31, 1996, the Company employed 484 full time and 231 part
time persons. With the exception of the on-air announcers of stations WBZZ-FM
and WZPT-FM Pittsburgh and WIOQ-FM Philadelphia, who are members of the American
Federation of Television and Radio Artists ("AFTRA"), the Company's employees
are not covered by collective bargaining agreements. The AFTRA agreements for
Pittsburgh and Philadelphia expire in May 1997 and July 1998, respectively. The
Company considers its relations with its employees and AFTRA to be good.
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Community Involvement
The Company considers its community involvement to be of considerable
importance, and to that end each of the Company's stations participates in many
community programs, fund raisers and activities that benefit a wide variety of
organizations. Charitable organizations that have been the beneficiaries of the
Company's marathons, walkathons, swimathons, parades, food banks, fairs and
festivals include, among others, the United Negro College Fund, Ronald McDonald
house, Big Brothers, Big Sisters, Red Cross, United Way, Salvation Army and
research foundations seeking cures for multiple sclerosis, cystic fibrosis,
leukemia, sickle cell anemia and AIDS and helping to fight drug abuse.
Subsidiaries
The Company conducts all of its operations through direct and indirect
subsidiaries. In addition, in 1995, the Company formed a wholly-owned
subsidiary, Radio Data Group, Inc. ("RDG"), to explore new technologies with
potential applications to radio broadcasting. RDG does not contribute materially
to the Company's revenue. In June 1996, three unrelated third parties, including
American, each bought a 25% equity interest in RDG.
Federal Regulation of Radio Broadcasting
The radio broadcasting industry is subject to extensive and changing
regulation governing among other things, technical operations; ownership,
business, and employment practices; and certain types of program content
(including indecent and obscene program material).
The ownership, operation and sale of radio broadcast stations
(including those licensed to the Company) are subject to the jurisdiction of the
FCC, which acts under authority granted by the Communications Act. The
Communications Act prohibits the assignment of an FCC license or any transfer of
control of an FCC licensee without the prior written approval of the FCC. In
determining whether to grant requests for consents to such assignments or
transfers, and in determining whether to grant or renew a radio broadcast
license, the FCC considers a number of factors pertaining to the licensee (and
proposed licensee) including compliance with alien ownership restrictions, rules
governing the multiple ownership and cross-ownership of broadcast and other
media properties, the "character" of the applicant and those persons or entities
holding "attributable" interests in the applicant, and compliance with the
Anti-Drug Abuse Act of 1988. Among other things, the FCC assigns frequency bands
for radio broadcast stations; issues, renews, revokes and modifies radio
broadcast station licenses; regulates transmitting equipment used by radio
broadcast stations; adopts and implements regulations and policies that directly
or indirectly affect the ownership, operation, program content and employment
and business practices of radio broadcast stations. The FCC also has the power
to impose penalties for violations of its rules and the Communications Act.
On February 8, 1996, the President signed the Telecommunications Act of
1996 ("Telecommunications Act") which substantially amended the Communications
Act. The Telecommunications Act, among other things, eliminated the national
radio broadcast ownership restrictions in the FCC's broadcast ownership
regulations and raised the ceiling on the number of radio broadcast stations
that a single entity may own in a local radio market. The precise number of
stations that may be commonly owned in a particular local market depends upon
the number of commercial radio stations serving the local market.
The following is a brief summary of certain provisions of the
Communications Act and specific FCC rules and policies. Reference should be made
to the Communications Act, 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.
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License Renewal. Under the Telecommunications Act, radio broadcast
licenses are granted for maximum terms of eight years and upon application may
be renewed for additional terms. Broadcast licenses may be renewed through an
application to the FCC. The Communications Act authorizes the filing of
petitions to deny against a license renewal application during specified periods
after the renewal application has been filed. Interested parties, including
members of the listening public, may file petitions to deny as a means to raise
issues concerning the renewal applicant's qualifications. The Telecommunications
Act removed the opportunity for the filing of competing applications against an
incumbent licensee at renewal time. Instead, the FCC will renew the broadcast
licenses if the incumbent meets three requirement: (1) the station has served
the public interest, convenience and necessity; (2) the licensee has not
seriously violated the Communications Act or the FCC rules; and (3) there have
been no other violations, which, taken together, would constitute a pattern of
abuse of the Communications Act or the FCC rules. If an applicant for renewal
fails to satisfy this tripartite standard, the FCC nevertheless may renew the
license on appropriate terms and conditions, including renewal for less than a
full license term. The FCC may not consider applications for the channel by
other parties until it first has decided to deny the renewal to the incumbent.
Before denying renewal to an incumbent, the FCC must allow the licensee a
hearing on the licensee's alleged failure to satisfy the statutory standard. The
Communications Act prohibits the FCC from considering whether another licensee
would be preferable until it first has determined that the incumbent does not
qualify for renewal. In recent years, there have been a number of petitions to
deny filed with respect to broadcast license renewal applications, but in the
vast majority of cases the FCC has renewed incumbent operators' stations
licenses. Also, during certain periods when a renewal application is pending,
the transferability of the applicant's license may be restricted. The Company is
not aware of any facts or circumstances that would prevent it from obtaining
renewal of the radio broadcast licenses that it holds other than those items
described under Item 3: "Legal Proceedings" below. There can be no assurance,
however, that each of the Company's licenses will necessarily be renewed.
The following table sets forth the calendar year in which the Company
acquired each of its radio stations and the current expiration date of each
station's main FCC broadcast license:
FCC Station License Renewal Dates
Geographic Calendar Year of Current License
Station Call Letters Market Served Acquisition Expiration Date
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WIOQ-FM* Philadelphia, PA 1989 8/1/98
WUSL-FM* Philadelphia, PA 1994 8/1/98
KMPS-FM Seattle-Tacoma, WA 1986 2/1/98
KZOK-FM Seattle-Tacoma, WA 1994 2/1/98
KYCW-FM Seattle-Tacoma, WA 1996 2/1/98
KBKS-FM+ Seattle-Tacoma, WA 1996 2/1/98
KRPM-AM+ Seattle-Tacoma, WA 1996 2/1/98
KMPS-AM* Seattle-Tacoma, WA 1986 2/1/98
KYKY-FM St. Louis, MO 1985 2/1/97(2)
KEZK-FM St. Louis, MO 1996 2/1/05
KSD-FM St. Louis, MO 1993 2/1/97(2)
KFNS-AM St. Louis, MO 1996 12/1/04
KTRS-AM*+ St. Louis, MO 1993 2/1/97(2)
WBZZ-FM Pittsburgh, PA 1977 8/1/98(1)
WZPT-FM Pittsburgh, PA 1994 8/1/98
KNCI-FM Sacramento, CA 1986 12/1/97
KRAK-FM Sacramento, CA 1994 12/1/97
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KHTK-AM Sacramento, CA 1986 12/1/97
KFKF-FM Kansas City, MO 1996 6/1/97
KBEQ-FM Kansas City, MO 1995 2/1/05
KOWW-AM Kansas City, MO 1995 2/1/97(3)
WSOC-FM Charlotte, NC 1992 12/1/03
WSSS-FM Charlotte, NC 1972 12/1/03
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(1) See "Legal Proceedings" below for a discussion of the competing application
filed for the WBZZ-FM license and the petition to deny filed with respect
to the WBZZ-FM license renewal application. The application has been
granted, and the Company is awaiting administrative finality of that
action.
(2) Renewal pending. See "Legal Proceedings"
(3) Renewal pending.
+ Stations currently being programmed and marketed pursuant to TBAs.
* Stations currently under contract for sale.
Ownership Matters. Under the Communications Act, a broadcast license
may not be granted to or held by any corporation that has more than one-fifth of
its capital stock owned or voted by aliens or their representatives, by foreign
governments or their representatives, or by non-U.S. corporations. Under the
Communications Act, a broadcast license also may not be granted to or held by
any corporation more than one-fourth of the capital stock of which is owned of
record, voted, or subject to control by aliens, unless specific FCC
authorization is obtained. These restrictions apply in modified form to other
forms of business organizations, including partnerships. The Company, which
serves as a holding company for its radio station subsidiaries, therefore may be
restricted from having more than one-fourth of its stock owned or voted by
aliens, foreign governments or non-U.S. corporations. The Amended and Restated
Articles of Incorporation of the Company contain prohibitions on alien ownership
and control that reflect these prohibitions contained in the Communications Act.
Prior to adoption of the 1996 Act, the FCC's broadcast multiple
ownership rules restricted the number of radio stations one person or entity
could own, operate or control both on a national and on a local level. Effective
March 15, 1996, the rules were changed to remove the national limit on radio
station ownership and to liberalize the local rules to provide as follows:
(i) In a market with forty-five or more commercial radio stations, one
party may own, operate, or control up to eight commercial radio
stations, no more than five of which may be in the same service
(AM or FM). The number of stations in a "market" is determined by
counting the stations having overlapping city grade contours.
(ii) In a radio market having thirty to forty-four commercial radio
stations, the limit is seven stations, no more than four of which
may be in the same service.
(iii) In a radio market having between fifteen and twenty-nine
commercial radio stations, one party may own, operate, or control
up to six commercial radio stations, no more than four of which
may be in the same service.
(iv) In a market with fourteen or fewer commercial radio stations, one
party may own, operate, or control up to five commercial radio
stations, no more than three of which may be in the same service,
but in no event may one party own, operate, or control more than
fifty percent of the stations in the market.
(v) Notwithstanding these numerical limits, a single party may be
permitted to own, operate, or control a radio station if doing so
would increase the number of stations in operation, presumably
when, for example, a silent station is returned to operation by a
new owner.
The FCC's rules also generally restrict the common ownership, operation
or control of a radio broadcast station and a television broadcast station
serving the same local market, as well as of a radio broadcast station and a
daily newspaper serving the same local market. Under these "cross-ownership"
rules, absent waivers from the FCC, the Company would not be permitted to
acquire any daily newspaper or television broadcast station (other than
low-power television) in a local market where it then owned any radio broadcast
station; however, the FCC's rules provide for the liberal grant, if certain
conditions are satisfied, of a waiver of the rule prohibiting common
10
ownership of radio and television stations in the same geographic market in the
top 25 television markets. The prohibition on ownership of radio and television
stations in the same market is currently being re-examined in an FCC rulemaking
as a result of directives in the Telecommunications Act, which said the waiver
standard is to be extended to the top 50 markets. The FCC has also initiated an
inquiry to evaluate its radio/newspaper cross-ownership provisions.
In applying the provisions of its multiple ownership rules, the FCC has
determined that interests in stations licensed to corporate licensees will be
deemed to be attributed to (or deemed owned by) the holders of such corporate
interests, and will then be deemed cognizable for purposes of the ownership
rules, pursuant to the following criteria: (a) any voting stock interest
amounting to five percent or more of the outstanding voting stock of a corporate
broadcast licensee will be attributable; (b) no minority voting stock interest
will be attributable if there is a single holder of more than fifty percent of
the outstanding voting stock of the corporate broadcast licensee; and (c)
certain investment companies, insurance companies, and banks holding stock
through their trust departments in trust accounts which exert no control or
influence over a licensee will be considered to have an attributable interest
only if they hold ten percent or more of the outstanding voting stock of a
corporate broadcast licensee. In addition, corporate officers and directors and
general partners and noninsulated limited partners of partnerships may be
personally attributed with the media interests of the corporations or
partnerships of which they are officers, directors, or partners. Debt
instruments, non-voting stock, options and warrants for voting stock that have
not yet been exercised generally do not subject their holders to attribution. In
addition, the FCC has a "cross-interest" policy that under certain circumstances
could prohibit a person or entity with an attributable interest in a broadcast
station or daily newspaper from having a "meaningful" nonattributable interest
in another broadcast station or daily newspaper in the same local market. Among
other things, "meaningful" interests could include significant equity interests
(including non-voting stock, nonattributable voting stock and nonattributable
limited partnership interests) and significant employment positions.
The FCC's attribution rules and cross-interest policy are also being
reexamined in a current FCC rulemaking, and certain of the standards may be made
more or less restrictive as a result. Among the many proposals under
consideration are an increase in the voting stock benchmarks, modification of
the single majority stockholder exemption from attribution, exemption of certain
widely held limited partnership interests from attribution when each individual
interest represents an insignificant percentage of the total partnership equity,
and standards to govern interests in limited liability corporations and other
new forms of business entities. The Telecommunications Act also ordered the FCC
to conduct biennial review of all its broadcast multiple ownership rules.
Because of the current multiple and cross-ownership rules, a purchaser
of the Company's Class A Common Stock who acquires an "attributable" interest in
the Company may violate the FCC's rules if it also has an attributable interest
in other television or radio stations or in daily newspapers in the same market.
Such a purchaser may thus be restricted in respect of the other companies in
which it may invest, to the extent that those investments give rise to an
attributable interest. If an attributable shareholder of the Company violates
any of these ownership rules, the Company may be unable to obtain from the FCC
one or more authorizations needed to conduct its radio station business and may
be unable to obtain FCC consents for certain future acquisitions; however, as
long as the FCC's rules remain unchanged and one person or entity (such as the
Principal Shareholders) holds more than 50% of the combined voting power of the
Company's total Common Stock, a shareholder of the Company generally would not
acquire an attributable interest in the Company. Until modified, the
cross-interest policy may also limit the permissible investments a purchaser of
the Company's Class A common Stock may make or hold.
Local Marketing Agreements. In recent years, a number of radio
stations, including certain of the Company's stations, have entered into what
commonly are referred to as "local marketing agreements" (LMAs) or "time
brokerage agreements" (TBAs). These agreements take various forms.
Separately-owned and licensed 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. The FCC has held that
such radio agreements are permissible as long as the licensee of the station
that is being substantially programmed by another
11
entity maintains ultimate responsibility for, and control over, operations of
its broadcast station and otherwise ensures compliance with applicable FCC rules
and policies.
A station that brokers more than 15% of the broadcast time, on a weekly
basis, of another local station pursuant to a TBA or an LMA will be considered
to have an attributable interest in the brokered station for purposes of the
FCC's ownership rules discussed above. As a result, the owner of a broadcast
station may not enter into an LMA that allows it to provide such a level of
programming on another local station unless it could own that station under the
FCC's local multiple ownership rules. FCC rules also prohibit a broadcast
licensee from simulcasting more than 25% of its programming on another station
in the same broadcast service (i.e., AM/AM or FM/FM) when the two stations serve
substantially the same geographic area, whether the licensee owns the stations
or owns one and programs the other through an LMA arrangement.
Programming and Operation. The Communications Act requires broadcasters
to serve the "public interest". Since the early 1980s, 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 station's community of license; however, licensees continue to be required to
present programming that is responsive to community problems, needs and
interests, and to maintain certain records demonstrating such responsiveness.
Complaints from listeners concerning a station's programming will be considered
by the FCC at any time and also when it evaluates the licensee's renewal
application. Stations must follow various FCC rules and policies 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). In addition, licensees must develop and
implement programs designed to promote equal employment opportunities and must
submit reports to the FCC on these matters annually and in connection with any
renewal application or broadcast acquisition. The broadcast of contests and
lotteries is also regulated by FCC rules.
Proposed Changes. In January 1995, the FCC allocated spectrum for
satellite delivery of digital radio. On March 3, 1997 the agency announced that
on April 1, 1997, it will auction the two satellite radio slots to four pending
applicants. On March 3, 1997, the FCC also announced technical and service rules
for the new service, including requirements that the satellite radio providers
adhere to the FCC's political broadcasting and equal employment opportunity
rules. At the same time, the FCC put the applicants on notice that the agency
may adopt a requirement similar to the four-to-seven-percent channel set-aside
that is imposed on the direct broadcast satellite industry for the provision of
educational programming. Radio industry groups are also conducting trials of
in-band terrestrial delivery of digital audio service.
As noted, the FCC has several pending rulemakings that may affect the
Company, including those implementing the 1996 Act. In addition, the Congress
and the FCC may in the future consider and adopt, new laws, regulations and
policies regarding a wide variety of matters that could, directly or indirectly,
affect the operation, ownership and profitability of the Company's radio
broadcast stations, result in the loss of audience share and advertising
revenues for the Company's radio broadcast stations and affect the ability of
the Company to acquire additional radio broadcast stations or finance such
acquisitions.
ITEM 2. PROPERTIES
The Company owns its corporate headquarters, which are located at 10800
Main Street in Fairfax, Virginia.
The properties used by the Company's radio stations consist of office
and studio facilities, towers and tower and transmitter sites. FM antennas are
located on either Company-owned or leased towers, and AM towers are either owned
or leased. Stations' studio and sales offices are generally located in downtown
or business districts. Transmitter and tower sites are generally located at
sites which provide maximum market coverage.
12
The Company presently owns: its studio facility and a tower and
transmitter site in Pittsburgh; one office and studio facility and two AM tower
(one of which will be sold with KTRS-AM) and transmitter sites in St. Louis; its
office, studio facility and a tower for its Charlotte stations; its office,
studio and AM tower and transmitter site in Sacramento; one office and studio
facility and a tower and transmitter site in Philadelphia; one FM and two AM
tower and transmitter sites (one of which will be sold with KMPS-AM) in Seattle;
and its AM tower and transmitter site in Kansas City.
The Company owns substantially all of the equipment it uses, including
its transmitting antennas, transmitters, studio equipment and general office
equipment. The Company believes that its properties are in good condition and
suitable for its operations; however, the Company continually reviews
opportunities to upgrade its equipment.
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company becomes involved in various claims and
lawsuits that are incidental to its business.
Currently, commercial radio stations are required to file license
renewal applications with the FCC every eight years. Following the filing of
renewal applications, "parties in interest," a term which includes competitors
and community groups, have a specified period of time in which they may file
petitions requesting that the FCC deny the renewal application or designate it
for hearing. In addition, prior to adoption of the Telecommunications Act, if
any party wished to file an application seeking that station's license, the
challenger could do so by filing an application shortly before the expiration of
the license.
In June 1991, Allegheny Communications Group, Inc. ("Allegheny") filed
a competing application and a Petition to Deny against the license renewal
application of EZ Communications, Inc. ("EZ") for station WBZZ-FM in Pittsburgh.
On November 9, 1996, EZ entered into a settlement agreement (the "Settlement
Agreement") with Allegheny, pursuant to which Allegheny agreed to dismiss its
application with prejudice and EZ agreed to purchase the stock of Allegheny for
$4.5 million. On February 21, 1997, the Settlement Agreement was approved by an
administrative law judge of the Federal Communications Commission in an order
that granted the WBZZ-FM renewal application and dismissed the Allegheny
application. The judges decision will become administratively final on April 2,
1997.
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 FCC. A
petition to deny the application dated April 25, 1996, was filed, alleging,
among other things, that the licensee presented indecent and obscene programming
and improperly maintained the station's public inspection file; and contended
that the licensee is not qualified to do business in Louisiana. The licensee
filed its opposition to the petition to deny on June 17, 1996. The petitioners
filed a reply dated July 11, 1996. Informal objections have also been filed
against the WEZB-FM renewal application, raising allegations similar to those in
the petition. While the Company cannot predict the outcome of these matters
involving WEZB-FM at this time, the Company believes that the challenges will
not have a material adverse effect on the Company. There can be no assurance,
however, that the renewal application will be granted.
On August 6, 1996, each of EZ and American received an informal inquiry
from the Division of Enforcement of the Securities and Exchange Commission
regarding trading activity in the stock of EZ prior to the announcement of the
proposed merger with American discussed below. On September 11, 1996, the
Division of Enforcement informally requested that each of EZ and American
voluntarily provide certain documents in connection with the Division's inquiry.
Such documents were provided to the Division by EZ on September 26, 1996 and by
American on September 27, 1996.
13
On January 2, 1997, the Rainbow-PUSH Coalition filed a petition to deny
the applications for renewal of the licenses of KTRS-AM, KSD-FM and KYKY-FM in
St. Louis, alleging violations of the FCC's EEO rule and policies. On February
18, 1997, the Company and the petitioner filed a joint request for approval of a
settlement agreement, pursuant to which the renewal applications would be
granted and the petition dismissed.
In the opinion of management, resolution of the above described matters
will not have a material effect on the Company's financial position, results of
operations or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On December 17, 1996, the Company held a meeting of its shareholders
for purposes of voting on the merger of the Company with American. At that
meeting, the shareholders approved the Company's merger with American. See
"Recent Developments - The Merger".
On December 2, 1996, American distributed a Consent Solicitation
Statement and related materials to each holder of EZ's 9.75% Senior Subordinated
Notes Due 2005 (the "Notes") pursuant to which American sought the consent of
such holders to certain amendments (the "Proposed Amendments") to the EZ
Indenture dated as of November 21, 1995. The purpose of the Proposed Amendments
was to facilitate the merger of EZ and American by permitting a direct merger of
EZ into American rather than into a wholly-owned subsidiary of American. The
Proposed Amendments will also permit the Note Indenture to function effectively
with the indenture under which American's existing 9% Senior Subordinated Notes
due 2006 (the "American Notes") were issued and therefore would allow American
to be the direct obligor of both the Notes and the American Notes. In connection
with this consent solicitation, American agreed to pay to each holder of the
Notes who delivered a valid consent prior to December 10, 1996 (the "Consent
Date") a consent fee in the amount of $5.00 for each $1,000 in principal amount
of the Notes in respect of which such consent was delivered. A majority of the
holders of the Notes consented to the Proposed Amendments prior to the Consent
Date.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Shares of the Company's Class A Common Stock, par value $.01 per share
(the "Class A Shares"), have been quoted on the Nasdaq National Market System
under the symbol EZCIA since the consummation of the Company's initial public
offering in August 1993. The following table sets forth, for the calendar
quarters indicated, the high and low sales prices of the Class A Shares on the
Nasdaq National Market System, as reported in published financial sources. There
is no public trading market for the Company's Class B Common Stock, par value
$.01 per share (the "Class B Shares").
Year High Low
---- ---- ---
1996:
First Quarter 21 3/4 16 1/4
Second Quarter 24 3/4 18 1/2
Third Quarter 45 1/2 23 3/4
Fourth Quarter 44 1/2 32
Year High Low
---- ---- ---
1995:
First Quarter 17 12 1/4
Second Quarter 19 15
Third Quarter 20 3/4 17 3/4
Fourth Quarter 19 1/4 15 1/4
As of March 17, 1997, there were 136 holders of record of the Class A
Shares (which number does not include the number of stockholders whose shares
are held of record by a broker or clearing agency but does include
14
each such brokerage house or clearing agency as one record holder). As of March
17, 1997, there were two holders of record of the Class B Shares.
The Company has not paid dividends on its shares of common stock since
the fiscal year ended March 31, 1991, and the payment of dividends is restricted
by the terms of the Credit Facility and the Indenture. It is not anticipated
that any dividends will be paid on any shares of any class of the Company's
common stock in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
Year Nine Months
Ended Ended Year Ended
March 31, December 31, December 31,
--------------------------------------------------------------------
1993 1993(3) 1994 1995 1996
---- ------- ---- ---- ----
(in thousands, except per share data)
Statement of Operations Data (1):
Net broadcasting revenue $47,482 $40,695 $66,013 $83,668 $105,963
Broadcasting expenses 34,779 27,262 42,951 55,652 68,084
-------------------------------------------------------------------
Station operating income before corporate expenses, 12,703 13,433 23,062 28,016 37,879
merger costs and depreciation and amortization
Corporate expenses 2,559 1,963 3,325 3,556 3,808
Merger costs 10,433
Depreciation and amortization 3,652 2,726 5,388 6,757 9,104
-------------------------------------------------------------------
Operating income 6,492 8,744 14,349 17,703 14,534
Other income (expense)
Interest expense (5,526) (2,754) (5,313) (10,799) (20,360)
Gain (loss) on sale of assets, net 547 (1,038) (860)
Other income and expenses, net (553) (251) 316 (685) (450)
-------------------------------------------------------------------
(5,532) (4,043) (5,857) (11,484) (20,810)
-------------------------------------------------------------------
Income (loss) before taxes and extraordinary item 960 4,701 8,492 6,219 (6,276)
Federal and state income tax expense (benefit) 997 1,983 3,670 2,975 (1,590)
-------------------------------------------------------------------
Income (loss) before extraordinary item (37) 2,718 4,822 3,244 (4,686)
Extraordinary gain (loss) less applicable income taxes (550) (1,343) (1,001)
-------------------------------------------------------------------
Net income (loss) $(587) $2,718 $3,479 $2,243 $(4,686)
===================================================================
Income (loss) per common share
Income (loss) before extraordinary item $(0.01) $0.37 $0.54 $0.36 $(0.52)
Extraordinary item (0.09) (0.15) (0.11)
-------------------------------------------------------------------
Net income (loss) per common share $(0.10) $0.37 $0.39 $0.25 $(0.52)
===================================================================
Weighted average common shares outstanding 5,931 7,400 8,969 9,029 9,096
===================================================================
Cash dividends per common share
===================================================================
March 31, December 31,
------------------------------------------------------------------
1993 1993 1994 1995 1996
---- ---- ---- ---- ----
(in thousands)
Balance Sheet Data:
Working capital $3,768 $8,383 $12,144 $47,380 $4,804
Notes receivable (2) 4,500 3,000 3,670 653 637
Net intangible assets 38,384 50,268 110,284 123,114 215,415
Total assets 68,369 90,241 176,588 205,256 284,408
Long-term debt, less current portion 61,313 42,400 124,500 148,833 211,445
Shareholders' equity (deficit) (4,177) 34,421 37,900 41,283 38,148
- ----------
(1) Year-to-year comparisons are significantly affected by the timing of
acquisitions and dispositions of radio stations. During the year ended
March 31, 1993, the Company acquired an additional station in Charlotte in
a tax-free exchange for its station serving Miami (December 1992) which it
had acquired in 1983, sold its two stations serving Phoenix (June 1992)
which it had acquired in 1986, and completed the sale of its two stations
serving Jacksonville (August 1992). During the nine months ended December
31, 1993, the Company acquired additional AM and FM stations in St. Louis
(which it began operating under an LMA in September 1993) and operated an
additional FM in Sacramento under a JSA (October 1993, which sale closed in
February 1994). During that same period the Company recorded losses of
$600,000 and $438,000 on the sales of station KQBR-FM serving Sacramento
and the Company's Miami building, respectively. During the year ended
December 31, 1994, the Company acquired additional FM stations in
Pittsburgh (which the Company had operated since January 1993), Seattle
(August 1994), Philadelphia (October 1994, which the Company had operated
pursuant to an LMA effective July 1994), and Miami (October 1994, which was
immediately LMA'd to an unrelated party). During that same period the
Company recorded a loss of $860,000 on the sale of the Company's office and
studio building in Sacramento, During the year ended December 31, 1995, the
Company acquired an additional FM and AM station in New Orleans (January
1995 and February 1995). During the year ended December 31, 1996, the
Company acquired additional FM stations in Kansas City, Seattle and St.
Louis (January 1996, May 1996 and July 1996) and one
15
additional AM station in St. Louis (July 1996). The Company also sought FCC
approval to exchange its two FM and AM stations in New Orleans for an
additional AM and FM station in Seattle.
(2) Includes a $3,000,000 note related to the sale of the Company's radio
station serving Las Vegas. The note, including all accrued and unpaid
interest thereon, was paid in full in June 1995.
(3) The Company changed its fiscal year end from March 31 to December 31.
Accordingly, the information provided above only reflects nine months of
operating activities while all other information provided reflects a full
year of operations.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company desires to take advantage of the new "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995. The Company's
Report on Form 10-K contains "forward-looking statements" including
statements concerning projections, plans, objectives, future events or
performance and underlying assumptions and other statements which are
other than statements of historical fact. The Company wishes to caution
readers that the following important factors, among others, may have
affected and could in the future affect the Company's actual results and
could cause the Company's actual results for subsequent periods to differ
materially from those expressed in any forward-looking statement made by
or on behalf of the Company: (a) the Company's ability to meet debt
service requirements; (b) the Company's ability to compete successfully
with other radio broadcasters; (c) the possibility of adverse governmental
action or regulatory restrictions from those administering the Antitrust
laws, the FCC or other governmental authorities; (d) the availability of
funds under its credit agreement to fund acquisitions for the foreseeable
future, or, if such funds are inadequate, the ability of the Company to
obtain new or additional debt or equity financing and the potential
dilutive effect of any such equity financing, and (e) the Company's
ability to successfully operate existing and any subsequently acquired
stations.
General
The Company's financial results are dependent on a number of factors,
including the general strength of the local and national economies, population
growth, ability to provide popular programming, local market competition,
relative efficiency of radio broadcasting compared to other advertising media,
signal strength and government regulation and policies. The primary operating
expenses involved in owning and operating radio stations are employee salaries,
depreciation and amortization, programming expenses, solicitation of advertising
and promotion expenses.
The Company's revenues are affected primarily by the advertising rates
the Company's stations are able to charge. These rates are in large part based
on a station's ability to attract audiences in the demographic groups targeted
by its advertisers, as measured principally by quarterly reports by independent
national rating services. Because audience ratings in the local market are
crucial to a station's financial success, the Company endeavors to develop
strong listener loyalty. The Company believes that the diversification of
formats on its radio stations helps the Company to insulate itself from the
effects of changes in musical tastes of the public on any particular format.
RESULTS OF OPERATIONS
Year Ended December 31, 1996 to Year Ended December 31, 1995
The Company's net broadcasting revenue was $105,963,000 for the year
ended December 31, 1996, an increase of 27% from $83,668,000 for the same period
in 1995. The increase was attributed to the acquisitions of additional radio
stations in Kansas City, Seattle and St. Louis (whose results have been included
in the Company's reported results since January 1996, March 1996 and April 1996,
respectively) and to increased advertising revenue in each of the Company's
markets. In addition, the Company reported excellent growth from stations in
Seattle and its Philadelphia cluster of stations.
16
Broadcast cash flow was $37,879,000 for the year ended December 31,
1996, an increase of 35% from $28,016,000 for the year ended December 31, 1995.
This increase was partially attributable to the increases in net revenue
described above. In addition, the Company's strategy of operating multiple
station combinations has allowed station consolidation and centralization,
creating certain cost and operational efficiencies. As a result of these expense
reductions, broadcast cash flow as a percentage of net revenue has increased to
36% in 1996 from 33% in 1995.
On a same station basis (pro forma assuming that all acquisitions and
dispositions had occurred at the beginning of 1995), the Company's net revenue
and broadcast cash flow increased 5% and 13%, respectively, for the year ended
December 31, 1996 as compared to 1995.
Corporate expenses were $3,808,000 for the year ended December 31,
1996, an increase of 7% from $3,556,000 in 1995. The increase was primarily
attributed to incentive bonuses paid to executives.
Depreciation and amortization were $9,104,000 for the year ended
December 31, 1996, an increase of 35% from $6,757,000 for the same period in
1995. The change was primarily attributed to the increase in depreciable and
amortizable assets resulting from the recent 1996 acquisitions of radio stations
in Kansas City, Seattle and St. Louis. The depreciable cost of the 1996
acquisitions totaled $102,000,000.
Interest expense was $20,360,000 for the year ended December 31, 1996,
an increase of 89% from $10,799,000 for the year ended December 31, 1995. This
increase was due to an increase in the aggregate amount of long-term debt
outstanding during the respective periods resulting from the acquisitions
previously noted, the issuance of the Notes and a higher weighted average
interest rate in 1996. In addition, certain payments required pursuant to TBAs
in Seattle and St. Louis totaling $1,657,000 were included in interest expense
during 1996.
The Company reported a net loss of $4,686,000 ($0.52 per share) for the
year ended December 31, 1996 compared to net income of $2,243,000 ($0.25 per
share) for the year ended December 31, 1995. The net loss for 1996 was the
result of the Company's recognition of approximately $10,433,000 of costs
associated with its pending merger with American Radio Systems Corporation, as
well as higher depreciation and amortization expense and interest expense from
the Company's station acquisitions in Kansas City, Seattle and St. Louis.
Year Ended December 31, 1995 to Year Ended December 31, 1994
The Company's net broadcasting revenue was $83,668,000 for the year
ended December 31, 1995, an increase of 27% from $66,013,000 for the same period
in 1994. The increase was attributed to the acquisition of stations in
Philadelphia and Seattle (which were acquired in the second half of 1994),
stations in New Orleans (which were acquired in the first half of 1995) and to
increased advertising revenue in each of the Company's markets. The Company also
experienced significant increases in net broadcasting revenue from recent format
changes in Pittsburgh, Charlotte and New Orleans.
Broadcast cash flow was $28,016,000 for the year ended December 31,
1995, an increase of 21% from $23,062,000 for the year ended December 31, 1994.
The increase was attributed to the higher net revenue, the inclusion of the
results of the acquired stations and improved results of the recent format
changes in Charlotte, Pittsburgh and New Orleans. Increases in broadcast cash
flow were mitigated by startup losses attributable to the Company's broadcast of
the NFL's St. Louis Rams. As a result of these startup losses, broadcast cash
flow as a percentage of net broadcast revenue decreased to 33% in 1995 from 35%
in 1994.
On a same station basis (pro forma assuming that all acquisitions and
dispositions had occurred at the beginning of 1994), the Company's net revenue
and broadcast cash flow increased 11% and 8%, respectively, for the year ended
December 31, 1995 as compared to 1994.
Corporate expenses were $3,556,000 for the year ended December 31,
1995, an increase of 7% from $3,325,000 in 1994. The increase was primarily
attributed to increases in insurance and investor relations costs.
17
Depreciation and amortization were $6,757,000 for the year ended
December 31, 1995, an increase of 25% from $5,388,000 for the same period in
1994. The change was primarily attributed to the increase in depreciable and
amortizable assets resulting from the recent acquisitions of radio stations in
Sacramento, Pittsburgh, Seattle, Philadelphia, New Orleans and Kansas City.
Interest expense was $10,799,000 for the year ended December 31, 1995,
an increase of 103% from $5,313,000 for the year ended December 31, 1994. This
increase was due to an increase in the aggregate amount of long-term debt
outstanding during the respective periods due to the acquisitions previously
noted.
The Company reported net income of $2,243,000 ($0.25 per share) for the
year ended December 31, 1995 compared to net income of $3,479,000 ($0.39 per
share) for the year ended December 31, 1994, representing a decrease of 36%. Net
income reported in 1995 was the result of the items affecting net broadcasting
revenue, broadcast cash flow, depreciation and amortization and interest expense
previously discussed, as well as the loss from the Company's NFL broadcast
rights. Net income for the year ended December 31, 1995 was significantly
impacted by an extraordinary loss, net of tax, of $1,001,000 ($0.11 per share),
resulting from the write-off of capitalized costs from the Company's previous
credit facility. Net income before extraordinary items was $3,244,000 ($0.36 per
share) for the year ended December 31, 1995, as compared to $4,822,000 ($0.54
per share) for the same period in 1994, a decrease of 33% and $0.18 per share.
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 $6,783,000, $7,139,000, and $9,959,000 for the years ended December 31,
1996, 1995 and 1994. The decrease for the year ended December 31, 1996 was the
result of decreased net income (influenced by higher interest expense and costs
associated with the merger) and higher levels of receivables resulting from
increased net broadcasting revenue caused by the Company's acquisitions. The
decrease for the year ended December 31, 1995 was principally the result of
decreased net income and higher levels of receivables resulting from increased
net broadcasting revenue caused by the 1995 acquisitions.
During the year ended December 31, 1996, the Company made net capital
expenditures totaling $6,999,000 compared to $2,834,000 for the same period in
1995. During 1996, the Company incurred costs of approximately $3,100,000 to
complete the construction of a new office and studio facility and upgrade
broadcast equipment in Sacramento. In addition, the Company purchased its
current headquarters building in December 1996. The building is carried at its
net realizable value of $1,800,000. Additionally during 1996, the Company
incurred costs of approximately $1,200,000 to upgrade one office and studio
facility and expand and refurbish another office and studio facility in
Philadelphia. This project was substantially completed at December 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, 1997.
At December 31, 1996, total long-term debt outstanding was
$221,345,000, which consisted of indebtedness related to the Company's 9.75%
Senior Subordinated Notes due 2005, sold to the public in 1995 ($150,000,000)
(the "Notes"), $62,500,000 outstanding under the Credit Facility and $9,900,000
related to a note payable from the purchase of KFKF-FM Kansas City. The Kansas
City Note was retired January 2, 1997. The Company expects that cash flow from
operating activities in fiscal 1997 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.
18
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.
Inflation
The Company does not precisely measure the impact of inflation on its
operations. However, the impact of inflation on the Company's operations has not
been significant to date.
Recent Accounting Pronouncement
In March 1997, the Financial Accounting Standards Board released FAS
No. 128 "Earnings Per Share", which will be effective for fiscal 1997. FAS No.
128 will require the Company to restate amounts previously reported as earnings
per share to comply with the requirements of the new standard; while the Company
is in the process of evaluating the impact of FAS No. 128, it does not expect
that adoption will have a dilutive effect on previously reported earnings per
share.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements are included on Pages F-1 through
F-15 of this Report on Form 10-K.
QUARTERLY FINANCIAL DATA (Unaudited)
Summarized quarterly financial data for the years ended December 31, 1996 and
1995 appear below:
March 31, June 30, September 30, December 31,
Quarter Quarter Quarter Quarter Year
--------- -------- ------------ ------------ -----
(In Thousands Except Per Share Amounts)
1996
Net broadcasting revenue $19,373 $27,978 $27,922 $30,690 $105,963
Broadcasting expenses 14,360 17,841 17,304 18,579 68,084
Station operating income 5,013 10,137 10,618 12,111 37,879
Operating income 1,958 7,074 7,238 (1,736) 14,534
Net income before
extraordinary item (1,369) 1,530 1,838 (6,685) (4,686)
Net income (loss) (1,369) 1,530 1,838 (6,685) (4,686)
Net income (loss) per share:
Net income before
extraordinary item $(0.15) $0.17 $0.20 $(0.73) $(0.52)
Net income (loss) $(0.15) $0.17 $0.20 $(0.73) $(0.52)
Average number of
common shares 9,057 9,091 9,101 9,135 9,096
1995
Net broadcasting revenue $16,381 $21,983 $21,826 $23,478 $83,668
Broadcasting expenses 12,132 14,026 14,576 14,918 55,652
Station operating income 4,249 7,957 7,250 8,560 28,016
Operating income 1,733 5,376 4,649 5,945 17,703
Net income before
extraordinary item (593) 1,427 1,115 1,295 3,244
Net income (loss) (593) 1,427 1,115 294 2,243
Net income (loss) per share:
Net income before
extraordinary item $(0.07) $0.16 $0.12 $0.14 $0.36
Net income (loss) $(0.07) $0.16 $0.12 $0.03 $0.25
Average number of
common shares 8,983 9,025 9,052 9,056 9,029
19
(1) The fourth quarter of 1996 reflects a charge of approximately $10,433,000
related principally to costs of the Company's pending merger.
(2) The fourth quarter of 1995 reflects an extraordinary net loss of $1,001,000
related to the write-off of unamortized debt issuance costs resulting from the
Company's refinancing of the former credit facility.
(3) Earnings per share does not accumulate due to rounding.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
In August 1996, the Company entered into a merger agreement (as amended
in September 1996) with American Radio Systems Corporation ("American") pursuant
to which the Company will be merged directly with and into American with
American continuing as the surviving entity. On January 31, 1997, as a result of
the pending merger, the Company's Board of Directors dismissed Ernst & Young LLP
and engaged the firm of Deloitte & Touche LLP, American's independent auditors,
as its independent auditors. Prior to the change, the firm of Ernst & Young LLP
had been the Company's independent auditors. Ernst & Young did not resign, nor
did they decline to stand for reelection. The independent auditors' report on
the financial statements for the years ended December 31, 1994 and 1995,
respectively, did not contain an adverse opinion or a disclaimer of opinion, or
was qualified or modified as to uncertainty, audit scope, or accounting
principles. There was no disagreement(s) with Ernst & Young LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure or any "reportable events" as defined in Item 304(a)(i)(v) of
Regulation S-K during the years ended December 31, 1995 and 1994 and the
subsequent period from December 31, 1995 through January 31, 1997.
PART III
The information required by this Part is incorporated by reference
from the registrant's definitive proxy statement (to be filed pursuant to
Regulation 14A).
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON
FORM 8-K
(a) 1. Financial Statements.
2. Financial Statement Schedules.
The financial statements and schedule listed in the index to
the Consolidated Financial Statements of the Company that appears on Page 28 of
this Report on Form 10-K are filed as part of this Report.
(b) Reports on Form 8-K filed in the fourth quarter of 1996.
There were no Reports on Form 8-K filed in the fourth quarter
of 1996.
(c) Exhibits
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)
20
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)
4.05 -- Consent Solicitation Statement dated December 2, 1996, of American
Radio Systems Corporation relating to $150,000,000 9.75% Senior
Subordinated Notes due 2005 of the Company*
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)
21
Exhibit
Number Exhibit Title
- ------- -------------
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)
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) Exhibit Number
Exhibit Title
22
Exhibit
Number Exhibit Title
- ------- -------------
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") 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)
10.40 -- Amendment No.1, dated as of June 1, 1995, to the Box Employment
Agreement(14) Exhibit Number Exhibit Title
23
Exhibit
Number Exhibit Title
- ------- -------------
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)(16)
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)(16)
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)(16)
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)(16)
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)(16)
10.49 -- Agreement and Plan of Merger dated as of August 5, 1996, and as
amended and restated as of September 27, 1996, by and between the
Company and American Radio Systems Corporation (the "Merger
Agreement")(17)
10.50 -- The EZ Voting Agreement (17)
10.51 -- The American Voting Agreement (17)
10.52 -- Settlement Agreement dated November 9, 1996, by and among EZ
Pittsburgh, Inc., Allegheny Communications Group, Inc. ("AGCI") and
AGCI's officers, directors, and shareholders (18)
10.53 -- Joint Request for Approval of Settlement Agreement, dated November
12, 1996, by EZ Pittsburgh, Inc. and Allegheny Communications Group,
Inc. (18)
10.54 -- Asset Purchase Agreement, dated as of December 12, 1996, by and
between PBI, EZ Seattle, Inc. and Inspiration Media, Inc., relating
to KMPS-AM (KMPS-AM Sale) *
24
Exhibit
Number Exhibit Title
- ------- -------------
10.55 -- Asset Purchase Agreement, dated as of November 18, 1996, by and
among Charter Communications Radio of St. Louis, L.L.C., PBI and EZ
St. Louis, Inc., related to KSD-AM (KSD-AM Sale) *
10.56 -- Local Marketing Agreement, dated as of January 17, 1997, by and
between PBI, EZ St. Louis, Inc. and KSD-AM, L.L.C., relating to
KSD-AM, St. Louis (KSD LMA) *
10.57 -- Asset Exchange Agreement, dated as of December 5, 1996, by and among
EZ, PBI, EZ Philadelphia, Inc., Evergreen Media Corporation of Los
Angeles, Evergreen Media Corporation of Charlotte, Evergreen Media
Corporation of the East, Evergreen Media Corporation of
Carolinaland, WBAV/WBAV-FM/WPEG License Corp. and WRFX License Corp.
related to WIOQ-FM, WUSL-FM, WBAV-AM, WBAV-FM, WPEG-FM and WRFX-FM
(the Philadelphia/Charlotte Exchange) *
10.58 -- Asset Purchase Agreement, dated as of December 5, 1996, by and among
EZ, PBI, EZ Charlotte, Inc., Evergreen Media Corporation of Los
Angeles, Evergreen Media Corporation of the East, and Evergreen
Media Corporation of Carolinaland related to WNKS-FM (WNKS Purchase)
*
10.59 -- Asset Exchange Agreement, dated as of February 25, 1997, by and
between EZ, PBI, EZ Philadelphia, Inc., SFX Broadcasting, Inc. and
SFX Holdings, Inc. relating to WRFX-FM and WDSY-FM (the
Charlotte/Pittsburgh Exchange) *
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 Deloitte & Touche LLP, Independent Auditors*
23.02 -- Consent of Ernst & Young LLP, Independent Auditors*
24.01 -- Powers of Attorney
* Filed herewith.
- ----------
(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").
25
(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.
(16) Incorporated by reference to similarly numbered exhibit in the Company's
Form 10-Q for the quarterly period ended March 31, 1996 (File No.
0-16265) originally filed with the Securities and Exchange Commission on
May 15, 1996.
(17) Incorporated by reference to similarly numbered exhibit in the Company's
Form 10-Q for the quarterly period ended June 30, 1996 (File No.
0-16265) originally filed with the Securities and Exchange Commission on
August 14, 1996.
(18) Incorporated by reference to similarly numbered exhibit in the Company's
Form 10-Q/A for the quarterly period ended September 30, 1996 (File No.
0-16265) originally filed with the Securities and Exchange Commission on
December 9, 1996.
26
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
COVERED BY INDEPENDENT AUDITORS' REPORT
Item 14(a)
(1) Independent Auditors' Reports...........................................F-1
Consolidated balance sheets as of December 31, 1996 and 1995............F-3
Consolidated statements of operations for each of the years in the
three-year period ended December 31, 1996..............................F-4
Consolidated statements of shareholders' equity for each of the years
in the three-year period ended December 31, 1996.......................F-5
Consolidated statements of cash flows for each of the years in the
three-year period ended December 31, 1996..............................F-6
Notes to consolidated financial statements..............................F-7
Financial statement schedule for each of the years in the three-year
period ended December 31, 1996
(2) Valuation and qualifying accounts......................................F-16
All other schedules have been omitted because the required information
either is not applicable or is shown in the financial statements or notes
thereto.
28
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
EZ Communications, Inc.
We have audited the accompanying consolidated balance sheet of EZ
Communications, Inc. and subsidiary as of December 31, 1996, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
the year then ended. Our audit also included the 1996 financial statement
schedule listed at the Index for Item 14(a). These financial statements and
financial statement schedule are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of EZ Communications, Inc. and
subsidiary at December 31, 1996, and the results of their operations and their
cash flows for the year then ended in conformity with generally accepted
accounting principles. Also, in our opinion, such 1996 financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 26, 1997
F-1
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
EZ Communications, Inc.
We have audited the accompanying consolidated balance sheet of EZ
Communications, Inc. as of December 31, 1995, and the related consolidated
statements of operations, shareholders' equity, and cash flows for the two years
in the period ended December 31, 1995. Our audits also included the 1994 and
1995 financial statement schedule listed in Item 14(a). These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of EZ
Communications, Inc. at December 31, 1995, and the consolidated results of its
operations and its cash flows for the two years in the period ended December 31,
1995, in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Washington, D.C.
February 9, 1996
F-2
EZ COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands except share data)
December 31,
ASSETS 1996 1995
---------------------
CURRENT ASSETS
Cash and cash equivalents $ 3,053 $ 33,275
Accounts receivable, less allowance of $1,029 and $772 at
December 31, 1996 and 1995, respectively 23,659 16,678
Trade receivables - barter 1,465 933
Prepaid expenses and other current assets 3,571 3,674
--------- --------
TOTAL CURRENT ASSETS 31,748 54,560
NOTES RECEIVABLE 637 653
PROPERTY, PLANT AND EQUIPMENT
Land 1,577 1,451
Buildings and improvements 13,380 8,710
Broadcast equipment 23,189 21,032
Furniture and other equipment 7,177 9,936
Construction in progress 841 249
--------- --------
46,164 41,378
Less accumulated depreciation 16,007 21,456
--------- --------
30,157 19,922
INTANGIBLE ASSETS
Goodwill and broadcast licenses 229,029 132,730
Purchased contracts and other 6,497 6,280
--------- --------
235,526 139,010
Less accumulated amortization 20,111 15,896
--------- --------
215,415 123,114
OTHER ASSETS 6,451 7,007
--------- --------
$ 284,408 $205,256
========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,249 $ 1,537
Accrued merger costs 8,940
Accrued expenses 2,761 2,797
Accrued interest 2,075 1,643
Deferred income 1,019 1,203
Current portion of long-term debt 9,900
--------- --------
TOTAL CURRENT LIABILITIES 26,944 7,180
LONG-TERM DEBT, LESS CURRENT PORTION 211,445 148,833
DEFERRED INCOME TAXES 7,871 7,944
OTHER LIABILITIES 16
COMMITMENTS AND CONTINGENCIES
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 6,444,744 shares
at December 31, 1996 and 6,378,824 shares at December 31, 1995 65 64
Class B Common Stock, par value $.01 per share, authorized
5,000,000 shares, issued and outstanding 2,697,897 shares
at December 31, 1996 and 2,677,897 shares at December 31, 1995 27 27
Additional paid-in capital 39,744 38,194
(Accumulated deficit) retained earnings (1,688) 2,998
--------- --------
38,148 41,283
--------- --------
$ 284,408 $205,256
========= ========
See notes to consolidated financial statements
F-3
EZ COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share data)
Year Ended December 31,
-----------------------
1996 1995 1994
- ------------------------------------------------------------------------------------------------------------
Revenue
Gross broadcasting revenue $ 121,219 $ 95,642 $ 75,793
Less: agency commissions 15,256 11,974 9,780
--------- -------- --------
Net broadcasting revenue 105,963 83,668 66,013
Broadcasting expenses
Program expenses 30,863 26,379 18,861
Selling expenses 26,536 19,110 15,280
General and administrative expenses 7,905 8,084 6,936
Technical expenses 2,780 2,079 1,874
--------- -------- --------
Total broadcasting expenses 68,084 55,652 42,951
Station Operating Income Before Corporate Expenses, Merger Costs,
Depreciation and Amortization 37,879 28,016 23,062
Corporate expenses 3,808 3,556 3,325
Merger costs 10,433
Depreciation and amortization 9,104 6,757 5,388
--------- -------- --------
Operating Income 14,534 17,703 14,349
Other (expenses) income
Interest expense (20,360) (10,799) (5,313)
Loss on sale of building (860)
Other income (expenses), net (450) (685) 316
--------- -------- --------
(20,810) (11,484) (5,857)
(Loss) Income Before Taxes and Extraordinary Item (6,276) 6,219 8,492
Federal and state income tax expense (benefit)
Current (1,517) 1,915 3,441
Deferred (73) 1,060 229
--------- -------- --------
(1,590) 2,975 3,670
(Loss) Income Before Extraordinary Item (4,686) 3,244 4,822
Loss on extinguishment of debt, less applicable
income tax benefit of $918 and $878 (1,001) (1,343)
--------- -------- --------
Net (Loss) Income $ (4,686) $ 2,243 $ 3,479
========= ======== ========
(Loss) income per common share
(Loss) income before extraordinary item $ (0.52) $ 0.36 $ 0.54
Extraordinary item (0.11) (0.15)
--------- -------- --------
Net (Loss) Income Per Common Share $ (0.52) $ 0.25 $ 0.39
========= ======== ========
Weighted average common shares outstanding 9,096 9,029 8,969
========= ======== ========
See notes to consolidated financial statements
F-4
EZ COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands)
Class A Class B
Common Common Retained
Stock Stock Additional Earnings
------------------------------- Paid-In (Accumulated
Shares Amount Shares Amount Capital Deficit) Total
------ ------ ------ ------ ------- -------- -----
Balance at December 31, 1993 6,291 $63 2,678 $27 $37,055 $(2,724) $34,421
Net income for year 3,479 3,479
------------------------------------------------------------------------------------
Balance at December 31, 1994 6,291 63 2,678 27 37,055 755 37,900
Net income for year 2,243 2,243
Exercise of employee stock
options 88 1 1,139 1,140
------------------------------------------------------------------------------------
Balance at December 31, 1995 6,379 64 2,678 27 38,194 2,998 41,283
Net loss for year (4,686) (4,686)
Grant of compensatory options 433 433
Transfer of Class A shares
to Class B shares (20) 20
Exercise of employee stock
options 86 1 1,117 1,118
------------------------------------------------------------------------------------
Balance at December 31, 1996 6,445 $65 2,698 $27 $39,744 $(1,688) $38,148
==================================================================================
See notes to consolidated financial statements
F-5
EZ COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------------
Operating Activities
Net (loss) income $(4,686) $2,243 $3,479
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation and amortization 9,104 6,757 5,388
Provision for losses on accounts receivable 898 654 382
Provision for deferred income taxes (73) 1,060 229
Extraordinary item-loss on extinguishment of debt 1,919 2,221
Loss on sale of building 860
Other 433
Changes in operating assets and liabilities:
Increase in accounts receivable (7,879) (3,358) (4,472)
Decrease (increase) in refundable income taxes,
prepaids and other current assets 103 (2,055) 483
Increase (decrease) in accounts payable and accrued
liabilities 1,761 (307) 1,835
Accrued merger costs 8,940
Other (1,818) 226 (446)
------------- -------------- ------------------
Net Cash Provided By Operating Activities 6,783 7,139 9,959
Investing Activities
Proceeds from sale of radio stations 21,250 2,500
Purchases of property, plant and equipment (6,999) (2,834) (3,015)
Purchase of radio stations (102,000) (16,250) (86,080)
Proceeds from notes receivable 16 3,017
Increase in note receivable (670)
Other (1,540) (935) (1,040)
------------- -------------- ------------------
Net Cash (Used In) Provided By Investing Activities (110,523) 4,248 (88,305)
Financing Activities
Proceeds from issuance of Senior Subordinated Notes 148,814
Proceeds from long-term debt 86,300 21,000 161,500
Principal payments on debt (13,900) (145,500) (80,369)
Proceeds from exercise of employee stock options 1,118 1,140
Costs associated with the issuance of Senior
Subordinated Notes (4,997)
Costs associated with refinancing (1,292) (2,061)
------------- -------------- ------------------
Net Cash Provided By Financing Activities 73,518 19,165 79,070
------------- -------------- ------------------
(Decrease) Increase In Cash (30,222) 30,552 724
Cash At Beginning of Year 33,275 2,723 1,999
------------- -------------- ------------------
Cash At End of Year $3,053 $33,275 $2,723
============= ============== ==================
See notes to consolidated financial statements
F-6
EZ COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation: The consolidated financial statements include the
accounts of EZ Communications, Inc. (the "Company") and its wholly-owned
subsidiary, Professional Broadcasting, Incorporated, a radio broadcasting
corporation. Wholly-owned subsidiaries of Professional Broadcasting,
Incorporated include EZ St. Louis, Inc., EZ Pittsburgh, Inc., EZ Charlotte,
Inc., EZ Philadelphia, Inc., EZ New Orleans, Inc. , EZ Sacramento, Inc., EZ
Seattle, Inc. and EZ Kansas City, Inc. (collectively the "license
subsidiaries"), all of which are non-operating corporations whose sole assets
are the licenses granting the Company the right to broadcast in that particular
radio market. All significant intercompany balances and transactions have been
eliminated.
Merger of the Company: In August 1996, the Company entered into a merger
agreement (as amended in September 1996) with American Radio Systems Corporation
("American") pursuant to which the Company will either be merged with and into a
subsidiary of American or the Company will be merged directly with and into
American with American continuing as the surviving entity. Pursuant to the
merger agreement, each holder of the Company's Common Stock will receive (i)
$11.75 in cash and (ii) 0.9 shares of American's Class A Common Stock per share.
Consummation of the merger, which is expected in the second quarter of 1997, is
subject to the consent of the Federal Communications Commission ("FCC"). Costs
expected to be incurred as a result of the merger totaling $10,433,000 have been
provided for in the current period and consist primarily of professional fees,
compensation to employees of the Company and regulatory related costs. Included
in this total is $4,500,000 which will be paid pursuant to a license renewal
proceeding.
Stock-Based Compensation: In October 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards ("FAS") No. 123
"Accounting for Stock-Based Compensation". The Company adopted FAS 123 during
the year ended December 31, 1996. FAS 123 addresses the financial accounting and
reporting standards for stock-based employee compensation plans. FAS 123 permits
an entity to either record the effects of stock-based employee compensation
plans in its financial statements or present pro forma disclosures in the notes
to the financial statements. The Company has elected to provide the appropriate
disclosures in the notes to the financial statements; therefore, the adoption of
FAS 123 did not impact the Company's results of operations, liquidity or
financial position.
Property, Plant and Equipment: Property, plant and equipment are stated on the
basis of cost. Depreciation is computed using the straight-line method over the
estimated useful lives of the related assets, ranging from three to fifteen
years for broadcasting equipment and for furniture and other equipment, and from
five to twenty years for buildings and improvements. Expenditures for
maintenance and repairs are charged to operations as incurred.
Intangible Assets: Intangible assets are stated on the basis of cost and are
amortized using the straight-line method. Goodwill and broadcast licenses are
amortized over 40 years and purchased contracts are amortized over the lives of
the contracts
Long-Lived Assets: The carrying values for property, plant and equipment,
goodwill, broadcast licenses and other long-lived assets are evaluated annually
to determine whether circumstances warrant their revision in accordance with FAS
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of".
Trade Receivables--Barter and Deferred Income: In the course of business, the
Company trades air time for goods and services used principally for promotional
sales and other business activities. An asset and a liability (deferred income)
are recorded at the fair market value of the goods or services received. Barter
revenue is recorded and the liability relieved when commercials are broadcast,
and barter expense is recorded and the asset relieved when the goods or services
are received or used.
F-7
Interest Rate Swap and Cap Agreements: Interest rate swap and cap agreements are
entered into primarily as a hedge against interest exposure on variable rate
debt. The differences to be paid or received on swap and cap agreements are
included in interest expense. The Company does not enter into swap or cap
agreements for trading purposes.
Income Taxes: Deferred taxes are provided to reflect temporary differences in
bases between book and tax assets and liabilities and net operating loss
carryforwards. Deferred tax assets and liabilities are measured using currently
enacted tax rates.
Advertising Expenses: The Company expenses advertising costs as they are
incurred.
Revenue Recognition: Revenue is recognized as commercials are broadcast. The
Company's revenues vary throughout the year. The Company's first calendar
quarter historically produces the lowest revenues for the year, while each of
the other quarters produces roughly equivalent revenues.
Concentration of Credit Risk: The Company extends credit to customers on an
unsecured basis in the normal course of business. No individual industry or
industry segment is significant to the Company's customer base. The Company has
policies governing the extension of credit and collection of amounts due from
customers.
Net Income (Loss) Per Common Share: Net income (loss) per common share is based
on the weighted average number of common shares outstanding during each period.
For 1996, outstanding stock options were anti-dilutive and thus not included in
the calculation of net loss per common share.
Cash and Cash Equivalents: For financial reporting purposes, the Company
considers all highly liquid investments with a maturity of three months or less,
when purchased, to be cash equivalents.
Corporate Expenses: Corporate expenses consist of corporate overhead costs not
specifically allocable to any of the Company's individual business properties.
Significant Estimates: In the process of preparing its financial statements, the
Company estimates the appropriate carrying value of certain assets and
liabilities which are not readily apparent from other sources. The primary
estimates underlying the Company's financial statements include allowances for
potential bad debts on accounts receivable, the useful lives of its assets such
as property and intangibles and the realization of deferred tax assets.
Management bases its estimates on certain assumptions, which they believe are
reasonable in the circumstances, and while actual results could differ from
those estimates, management does not believe that any change in those
assumptions in the near term would have a material effect on financial position
or its results of operations.
Reclassifications: Certain prior year amounts have been reclassified to the 1996
presentation.
2--LONG TERM DEBT
Long-term debt at December 31, 1996 and 1995, consisted of the following:
1996 1995
------------------
(in thousands)
9.75% Senior Subordinated Notes due 2005, net of unamortized
discount of $1,055,000 and $1,167,000 at December 31, 1996 and
1995, respectively $148,945 $148,833
$125,000,000 Credit Facility, at various amounts over the
LIBOR rate (average rate of 7.91% at December 31, 1996) 62,500
Kansas City Notes at 8.49% 9,900 .
-------- --------
221,345 148,833
Less current portion 9,900 .
$211,445 $148,833
======== ========
F-8
In November 1995, the Company sold $150,000,000 of 9.75% Senior Subordinated
Notes due 2005 (the "Notes") to the public. The Notes bear interest at a rate of
9.75% per annum, payable semi-annually on June 1 and December 1 of each year,
commencing June 1, 1996. The Notes are redeemable, in whole or in part, at the
option of the Company at any time on or after December 1, 2000, at a redemption
price of 104.875% of the principal amount, plus accrued and unpaid interest to
the date of the redemption. The redemption price reduces over three years to a
redemption price of 100% of the principal amount in 2003 and thereafter. At any
time prior to December 1, 1998, the Company may redeem up to $50,000,000 of the
original aggregate principal amount of the Notes with the net proceeds of one
public offering of common stock at 109.75% of the principal amount thereof,
together with accrued and unpaid interest, if any, to the date of redemption, as
long as at least $100,000,000 of the original aggregate amount of the Notes
remain outstanding. Upon a change of control, holders of the Notes will have the
right to require the Company to repurchase their Notes at 101% of the principal
amount, thereof, plus accrued and unpaid interest, if any, to the date of the
purchase. The Notes are general unsecured obligations of the Company and are
subordinated in right of payment to all existing and future senior debt of the
Company. The Notes are guaranteed on a senior subordinated basis by the
Company's subsidiaries.
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"). Unamortized debt issuance costs of $1,919,000 related to the Former
Credit Facility were written off and are presented as an extraordinary loss of
$1,001,000 (net of a $918,000 income tax benefit) in the year ended December 31,
1995.
Concurrent with the sale of the Notes, the Company entered into a new
$125,000,000 Credit Facility (the "Credit Facility"), of which $62,500,000 was
outstanding as of December 31, 1996. The amount available under the Credit
Facility reduces on a scheduled quarterly basis from March 1998 through the
expiration date of December 2002. Additional reductions are required based on
the Company's excess cash flow and upon the occurrence of certain events (as
defined in the Credit Facility), including sales of assets. If drawn upon,
mandatory principal payments will begin in 1998. The commitment fee is 1/2 of 1%
of the unused portion. Substantially all of the Company's assets are pledged to
secure the performance of the Company under the Credit Facility. At December 31,
1996, the maximum amount available under the Credit Facility was $52,600,000.
The Credit Facility is a direct obligation of the Company, ranks senior to the
Notes and is secured by first priority pledges of all of the stock of the
Company and its subsidiaries and security interests in and liens on
substantially all of the assets of the Company and its subsidiaries.
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 has entered into interest rate swap and cap agreements. At December
31, 1996, interest rate swaps have fixed LIBOR at 7.77 percent on $20,187,500
notional principal amount of the Credit Facility with reducing principal through
December 1997. Also, interest rate caps limit LIBOR to a maximum of 9.75 percent
through December 31, 1997, on $20,187,500 notional principal amount.
The Company paid interest of $3,935,000, $10,825,000 and $18,271,000 for the
years ended December 31, 1994, 1995 and 1996, respectively. Certain payments
required pursuant to Time Brokerage Agreements ("TBA"s) in Seattle and St. Louis
totaling $1,657,000 were included in interest expense during the year ended
December 31, 1996.
Scheduled maturities of long-term debt are as follows (in thousands):
1997 $ 9,900
1998
1999
2000
F-9
2001 25,000
Thereafter 187,500
--------
$222,400
========
Proceeds from the Company's Former Credit Facility were used to repay all
amounts outstanding under the Company's then existing $70,000,000 Credit
Facility, consummate the acquisition of WUSL-FM Philadelphia and WTPX-FM, Miami
and pay other costs associated with the transactions. Unamortized debt issuance
costs of $2,221,000 related to the $70,000,000 Credit Facility were written off
and are presented as an extraordinary loss of $1,343,000 (net of a $878,000
income tax benefit) in the year ended December 31, 1994.
3--ACQUISITIONS OF RADIO STATIONS
In February 1995, the Company acquired the assets of station WBYU-AM New Orleans
for approximately $1,100,000.
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
to permit the owner 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%.
In April 1995, the Company acquired the assets of station WRNO-FM New Orleans
for $7,500,000. The Company had been programming and marketing the station
pursuant to an LMA effective January 1995.
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
programming and marketing the station pursuant to a TBA. The purchase price of
the acquisition, which was consummated in May 1996, was funded from borrowings
under the Company's Credit Facility.
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 a TBA. The
purchase price of the acquisition, which was consummated in July 1996, was
funded from borrowings under the Company's Credit Facility.
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 and $7,500,000 in cash for stations KBKS-FM
(formerly 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 to occur in the second quarter
of 1997, is subject to the consent of the Federal Communications Commission
("FCC") and the expiration or earlier termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act")
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 above acquisitions have been accounted for by the purchase method of
accounting. The purchase price has been preliminarily allocated to the assets
acquired based on their estimated fair values at the date of the acquisition.
F-10
The excess of the purchase price over the estimated fair values of the net
assets acquired has been recorded as goodwill and broadcast licenses.
The operating results of the above transactions are included in the Company's
consolidated results of operations since the date of the acquisition or the
related LMA or TBA, respectively. The following unaudited pro forma summary
presents the consolidated results of operations as if the transactions had
occurred at the beginning of the periods presented and, after giving effect to
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).
Year Ended December 31,
1996 1995
---- ----
(Unaudited)
Net broadcasting revenues $ 108,031 $ 102,859
Net loss before extraordinary items (5,324) (682)
Net loss (5,324) (1,683)
Loss per common share:
Before extraordinary item $ (0.59) $ (0.08)
Extraordinary item (0.00) (0.11)
----------- -----------
Net loss per common share $ (0.59) $ (0.19)
=========== ===========
4--COMMITMENTS
The Company leases office space and certain broadcast facilities and equipment
under long-term operating leases with options to renew. As of December 31, 1996,
the Company's minimum future commitments, under all non-cancelable lease
agreements with terms in excess of one year and other long-term broadcasting
commitments, consisted of the following (in thousands):
1997 $4,470
1998 4,384
1999 4,299
2000 261
2001 112
Thereafter 534
-------
$14,060
=======
Rent expense and amounts related to certain broadcast commitments charged to
operations for the years ended December 31, 1994, 1995 and 1996 was
approximately $1,005,000, $4,134,000 and $5,043,000, respectively.
The Company has entered into numerous employment contracts. In addition, in June
1995 the Company entered into five-year employment agreements with each of
Arthur Kellar and Alan Box. These agreements provide for the Company's Board of
Directors to annually determine the compensation of each. As of December 31,
1996, the Company's minimum future commitments, under all employment agreements
with terms in excess of one year consisted of the following (in thousands):
1997 $ 5,449
1998 2,801
1999 1,754
2000 1,428
2001 414
--------
$ 11,846
========
F-11
5--INCOME TAXES
The components of income tax (benefit) expense are as follows (in thousands):
Year Ended December 31,
-----------------------
1996 1995 1994
---- ---- ----
Current:
Federal $(1,280) $1,678 $2,852
State (237) 237 589
------- ------ ------
(1,517) 1,915 3,441
Deferred:
Federal (62) 1,042 47
State (11) 18 182
------- ------ ------
$ (73) $1,060 $ 229
======= ====== ======
$(1,590) $2,975 $3,670
======= ====== ======
Income tax (benefit) expense is different from the statutory federal income tax
rate for the following reasons (in thousands):
Year Ended December 31,
-----------------------
1996 1995 1994
---- ---- ----
Income tax at statutory rate $(2,197) $2,176 $2,972
State income tax, net of federal tax (247) 307 386
Merger costs 1,651
Goodwill amortization (973) 341 359
Other--net 176 151 (47)
------- ------ ------
Income tax (benefit) expense $(1,590) $2,975 $3.670
======= ====== ======
Significant components of the Company's net deferred tax liability as of
December 31, 1996, 1995 and 1994 are as follows (in thousands):
Year Ended December 31,
-----------------------
1996 1995 1994
---- ---- ----
Deferred tax liabilities:
Depreciation and amortization $10,173 $7,946 $6,826
Other 491 468 462
------- ------ ------
Total deferred tax liabilities 10,664 8,414 7,288
Deferred tax assets:
Merger costs 2,332
Miscellaneous allowances and accruals 461 470 404
------- ------ ------
Total deferred tax assets 2,793 470 404
------- ------ ------
Net deferred tax liabilities $ 7,871 $7,944 $6,884
======= ====== ======
The Company made income tax payments of $1,428,000 and $1,003,000 in the years
ended December 31, 1994 and 1995, respectively. The Company made no income tax
payments in the year ended December 31, 1996.
6--CAPITAL STOCK
In August and September 1993, the Company, through an initial public offering
(the "Common Stock IPO") sold 3,038,230 shares of previously unissued Class A
Common Stock resulting in net proceeds to the Company of approximately
$35,880,000. In connection with the Common Stock IPO, in June 1993, the
Shareholders approved Amended and Restated Articles of Incorporation (the
"Amended Articles"). Among other things, the Amended Articles created two new
separate classes of common stock: Class A and Class B and authorized the Company
to issue 25,000,000 shares of Class A Common Stock, par value $.01 per share and
5,000,000 shares of Class B Common Stock, par value $.01 per share. All current
shares of common stock were converted into Class A shares
F-12
with the exception of those shares owned by the two principal shareholders,
which were converted into Class B shares. The rights of these two classes are
essentially identical except that each share of Class B stock has ten votes on
certain matters. Class B Common Stock is convertible into Class A Common Stock
on a share for share basis.
The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related Interpretations
in accounting for its employee stock options because, as discussed below, the
alternative fair value accounting provided for under FAS No. 123, "Accounting
for Stock-Based Compensation," requires the use of option valuation models that
were not developed for use in valuing employee stock options. Under APB 25,
because the exercise price of a majority of the Company's employee stock options
equals the market price of the underlying stock on the date of grant, no
compensation expense is recognized. During 1996, the Company granted 20,000
stock options to employees which resulted in the recognition of $433,000 of
compensation expense. This amount has been recorded as an increase to additional
paid in capital.
The Company's 1993 Equity Incentive Plan (the "1993 Plan") provides for the
granting of incentive stock options and non qualified stock options and the
awarding of restricted stock and stock bonuses. All options are all immediately
exercisable and terminate on the earlier of termination of the optionee's
employment by the Company or five years after grant. Changes in stock options
outstanding for the years ended December 31, 1994, 1995 and 1996, were as
follows:
Weighted Average
Exercise Price
Shares Per Share
------ ---------
Options outstanding at December 31, 1993 613,000 $ 13.00
Granted
Exercised
Terminated . . .
------- --------
Options outstanding at December 31, 1994 613,000 $ 13.00
Granted
Exercised (87,667) $ 13.00
Terminated . . .
------- --------
Options outstanding at December 31, 1995 525,333 $ 13.00
Granted 105,000 $ 19.69
Exercised (85,920) $ 13.00
Terminated (30,000) $ 19.50
------- --------
Options outstanding at December 31, 1996 514,413 $ 13.99
======= ========
Pro forma information regarding net income and earnings per share is required by
Statement 123, and has been determined as if the Company had accounted for its
employee stock options under the fair value method of that Statement. The fair
value for these options was estimated at the date of grant using a Black-Sholes
option pricing model with the following weighted-average assumptions for 1996:
risk-free interest rate of 6.00%; dividend yield of 0.00%; volatility factor of
the expected market price of the Company's common stock of 0.387; and a
weighted-average expected life of the options of 3 years. There were no employee
stock options granted in 1995.
The Black-Sholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options. For purposes of pro
forma disclosures, the estimated fair value of the options is amortized to
expense over the options' vesting period. The Company's pro forma information
follows (in thousands except per share data):
F-13
1995 1996
---- ----
Pro forma net income (loss) $2,243 $(5,099)
Pro forma earnings (loss) per share $0.25 $(0.56)
The estimated weighted average fair value of compensatory and non-compensatory
option grants made during 1996 was $25.40 per share and $6.43, respectively.
7--CONTINGENCIES
From time to time, the Company becomes involved in various claims and lawsuits
that are incidental to its business. In the opinion of the Company's management,
there are no material legal proceedings pending against the Company except for a
renewal application pending and a license assignment that are being challenged.
The Company is contesting these challenges vigorously and believes that
ultimately it will prevail and the renewal application will be granted and the
license assignment will be affirmed.
8--RELATED PARTY TRANSACTIONS
Since 1985, the Company has leased a portion of the building in which its
headquarters are located from EZ Limited Partnership. The aggregate monthly
lease payments to EZ Limited Partnership under the Company's lease have been, in
the Company's opinion, no less favorable than rates that could have been
negotiated with unrelated parties in the area. EZ Limited Partnership, of which
the Company owned a 10% partnership interest through November 1996, was formed
in April 1984 to construct and own the Company's headquarters building. The
other limited partners are either directors of the Company, former directors of
the Company, or shareholders of the Company. In November 1996, the Company
bought out the other partners for total cash consideration of $267,000 and the
assumption of the partnership debt of approximately $1,450,000. In December
1996, the Company retired the mortgage associated with the building and reduced
the carrying value of the building to its estimated market value.
9--FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value of financial instruments has been determined by the
Company using available market information and appropriate valuation
methodologies. However, considerable judgment is required in interpreting data
to develop the estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that the Company could
realize in a current market exchange. The fair value estimates presented herein
are based on pertinent information available to management as of December 31,
1995 and 1996. Although management is not aware of any factors that would
significantly affect the estimated fair value amounts, such amounts have not
been comprehensively revalued for purposes of these financial statements since
that date, and current estimates of fair value may differ significantly from the
amounts presented herein.
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:
Cash and cash equivalents, accounts receivable, accounts payable,
accrued expenses and other liabilities -- These carrying amounts
approximate fair value because of the short-term nature of these financial
instruments.
Long-term debt -- The fair value of long-term debt is estimated based
on current market rates and instruments with the same risk and maturities.
The fair value of long-term debt approximated the carrying value at
December 31, 1996.
Interest rate protection agreements -- The fair value of these
agreements are obtained from dealer quotes. These values represent the
estimated amount the Company would receive or pay to terminate the
agreements
F-14
taking into consideration the current interest rates. The Company could
expect to pay $408,000 to terminate the swap and cap agreements outstanding
at December 31, 1996.
10--SUBSEQUENT EVENTS
In December 1996, the Company entered into an asset exchange agreement with an
unrelated party, whereby the Company will exchange stations WIOQ-FM and WUSL-FM
Philadelphia for stations WRFX-FM, WPEG-FM, WBAV-FM, WBAV-AM, and WFNZ-AM
Charlotte, and an asset purchase agreement to purchase station WNKS-FM Charlotte
for approximately $10 million. Consummation of the asset exchange agreement is
not conditioned on consummation of the asset purchase agreement, although
consummation of the asset purchase agreement is conditioned on consummation of
the asset exchange agreement. In order, among other things, to meet applicable
FCC requirements, the Company is required to place station WRFX-FM Charlotte in
an insulated voting trust or sell the station. In December 1996, the Company
sought authority to place the station in a trust. In February 1997, the Company
entered into an asset exchange agreement with an unrelated party, whereby the
Company will exchange station WRFX-FM Charlotte for station WDSY-FM Pittsburgh
and $20 million cash consideration. Consummation of the exchanges and
acquisition, which are expected in the second or third quarters of 1997, is
subject to the consent of the FCC and the expiration or earlier termination of
the HSR waiting periods.
In December 1996, the Company entered into an agreement to sell the assets of
KMPS-AM Seattle for approximately $2 million. Consummation of the transaction,
which is expected to close in the second quarter of 1997, is subject to the
consent of the FCC.
In November 1996, the Company entered into an agreement to sell the assets of
KTRS-AM, formerly KSD-AM, St. Louis for approximately $10 million. In January
1997, the buyer began programming and marketing the station pursuant to an LMA.
Consummation of the transaction, which is expected to close in the second
quarter of 1997, is subject to certain conditions, including the consent of
certain third parties, and the Federal Communications Commission's approval of
the transfer of the broadcast license.
F-15
EZ COMMUNICATIONS, INC.
VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE II
Column A Column B Column C Column D Column E
- --------------------------------------------------------------------------------------------------------
Balance Charged to Balance
at Beginning Costs and at End
Description of Period Expenses Deductions(1) of Period
----------- --------- -------- ------------- ---------
Allowance for doubtful accounts
Year ended December 31, 1996 $772,000 898,000 (641,000) $1,029,000
Year ended December 31, 1995 $754,000 654,000 (636,000) $772,000
Year ended December 31, 1994 $629,000 382,000 (257,000) $754,000
(1) Uncollectible accounts written off, net of recoveries.
F-16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on the 31st day of
March, 1997.
EZ COMMUNICATIONS, INC.
By: /s/ Alan Box*
--------------------------
Alan Box
Chief Executive Officer,
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Arthur Kellar* March 31, 1997 /s/ Alan Box* March 31, 1997
- ------------------------------------ -------------- ----------------------------------- --------------
Arthur Kellar Date Alan Box Date
Chairman of the Board Chief Executive Officer,
President and Director
/s/ Ronald H. Peele, Jr.* March 31, 1997 /s/ Woodley A. Allen* March 31, 1997
--------------------------------- -------------- ---------------------------------- --------------
Ronald H. Peele, Jr. Date Woodley A. Allen Date
Vice President, Secretary and Director
Treasurer +
/s/ C. Barrie Cook* March 31, 1997 /s/ George W. Johnson* March 31, 1997
----------------------------------- -------------- ----------------------------------- --------------
C. Barrie Cook Date George W. Johnson Date
Director Director
/s/ John W. King* March 31, 1997 /s/ James R. McKay* March 31, 1997
----------------------------------- -------------- ----------------------------------- --------------
John W. King Date James R. McKay Date
Director Director
/s/ Glenn W. Saunders, Jr.* March 31, 1997
- ------------------------------------ --------------
Glenn W. Saunders, Jr. Date
Director
* By: /s/ Alan Box
----------------------
Alan Box
Attorney-in-fact
- ----------------
+ Mr. Peele also performs the functions of Chief Financial Officer and Chief
Accounting Officer.