-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ErFtuAkCeXR1ZluNrX8ovNZ27X3FOoOBBpSkyYNb5lqS/iTQvRbWA4ZKF9aMEpd+ HZ1ppYozlbAbiBQuAUkT8g== 0001047469-03-012296.txt : 20030408 0001047469-03-012296.hdr.sgml : 20030408 20030408120441 ACCESSION NUMBER: 0001047469-03-012296 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030402 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERCOM COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001067837 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 231701044 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14461 FILM NUMBER: 03642313 BUSINESS ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 409 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 610-660-5610 MAIL ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 409 CITY: BALA CYNWYD STATE: PA ZIP: 19004 8-K 1 a2107732z8-k.htm 8-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 2, 2003

ENTERCOM COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in Charter)

Pennsylvania
(State or Other Jurisdiction
of Incorporation)
  001-14461
(Commission File Number)
  23-1701044
(I.R.S. Employer
Identification No.)


401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (610) 660-5610





Item 7. Exhibits

    (c)
    Exhibits

        The following exhibit is filed as part of this Current Report on Form 8-K:

Exhibit No.

  Title
99.1   Entercom Communications Corp. Press Release, issued April 2, 2003.


Item 9. Regulation FD Disclosure

        In accordance with guidance from the Securities and Exchange Commission in Release numbers 33-8216 and 34-47583, the information furnished under this Item 9 ("Regulation FD Disclosure") is intended to be furnished under Item 12 ("Results of Operations and Financial Condition"). The information in this Current Report on Form 8-K and the Exhibit attached hereto, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

        On April 2, 2003, Entercom Communications Corp. (the "Company") issued a press release (the "Press Release") announcing updated revenue guidance for the first quarter of 2003. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

        The Press Release includes a disclosure of expected "Same Station Revenues," a non-GAAP financial measure. The most directly comparable GAAP financial measure to "Same Station Net Revenues" is "Net Revenues." As required by Regulation G, a reconciliation of "Same Station Net Revenues" to "Net Revenues" is contained in the Press Release. Management of the Company believes that "Same Station Net Revenues" is useful to an investor in evaluating the Company's performance because it is widely used in the broadcast industry to measure a radio company's operating performance.

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SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    ENTERCOM COMMUNICATIONS CORP.

 

 

By:

/s/  
STEPHEN F. FISHER      
Stephen F. Fisher
Executive Vice President and
Chief Financial Officer

Dated: April 4, 2003

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EXHIBIT INDEX

Exhibit No.

  Title
99.1   Entercom Communications Corp. Press Release, issued April 2, 2003.



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SIGNATURE
EXHIBIT INDEX
EX-99.1 3 a2107732zex-99_1.htm EXHIBIT 99.1
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Exhibit 99.1

Entercom Communications Corp.
Updates First Quarter 2003 Revenue Guidance
First Quarter Same Station Revenue Estimated to Increase by 7%

        (Bala Cynwyd, PA. April 2, 2003) Entercom Communications Corp. (NYSE: ETM) today updated its revenue guidance for the first quarter of 2003 with expectations that the Company will report first quarter net revenues of approximately $81 million.

        David J. Field, President and Chief Executive Officer said, "In light of the events in Iraq and concerns on the resulting impact on the Company's revenues, we felt it appropriate to provide this indication of expected first quarter net revenues. We are quite pleased to have grown our revenue by 7% on a same station basis despite the challenges of prolonged pre-war advertiser jitters and war-related changes to ad schedules."

        The Company expects to release its first quarter earnings, along with second quarter guidance, in late April or early May. Entercom is one of the nation's five largest radio broadcasters, operating in Boston, Seattle, Denver, Portland, Sacramento, Kansas City, Milwaukee, Norfolk, New Orleans, Memphis, Buffalo, Greensboro, Rochester, Greenville/Spartanburg, Wilkes-Barre/Scranton, Wichita, Madison, Gainesville/Ocala and Longview/Kelso, WA.

        Same station operating data is computed by comparing the performance of stations operated by the Company throughout the relevant period to the comparable performance in the prior year's corresponding period. The Company includes in the same station operating data the effects of changes in status of significant contracts that relate to operations that are accounted for as a separate business unit.

        The most directly comparable GAAP financial measure to "Same Station Net Revenues" is "Net Revenues," for which a reconciliation of this GAAP financial measure to Same Station Net Revenues is computed as follows:

 
  Three Months Ended March 31,
 
 
  2003
  2002
 
 
  (in thousands)

 
Same Station Net Revenues Computation:              
  Net Revenues as Estimated or Reported   $ 81,000   $ 74,159  
  Net Acquisitions and Divestitures of Radio Stations         2,476  
  Net Acquisitions and Divestitures of Contracts Accounted for As Separate Profit Centers         (780 )
   
 
 
  Same Station Net Revenues   $ 81,000   $ 75,855  
   
 
 

        This news announcement contains forward-looking statements that are based upon current expectations and unaudited pro forma information that are presented for illustrative purposes only and involves certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Additional information and key risks are described in the Company's filings on forms 8-K, 10-Q and 10-K with the U.S. Securities and Exchange Commission. Readers should note that these statements may be impacted by several factors including changes in the economic and regulatory climate and the business of radio broadcasting, in general. The unaudited pro forma information and same station operating data reflects adjustments and is presented for comparative purposes only and does not purport to be indicative of what has occurred or indicative of future operating results or financial position. Accordingly, the Company's actual performance may differ materially from those stated or implied herein. The Company assumes no obligation to publicly update or revise any unaudited pro forma or forward-looking statements.

Contact:
Entercom Communications Corp.
Steve Fisher
Executive Vice President and CFO
610 660 5647

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