-----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, PGSKgG19pfAs+CLtk096jGu7N2LcF5X51DWWVyQKFgssSAGAeUGd3YJ5s7ZewLfC U9kTtyG6QBv5v/2i0Rnfhw== 0001104659-03-025689.txt : 20031112 0001104659-03-025689.hdr.sgml : 20031111 20031112123408 ACCESSION NUMBER: 0001104659-03-025689 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031106 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031112 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: 03992358 BUSINESS ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 809 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 610-660-5610 MAIL ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 809 CITY: BALA CYNWYD STATE: PA ZIP: 19004 8-K 1 a03-4955_18k.htm 8-K

 

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):  November 6, 2003

 

ENTERCOM COMMUNICATIONS CORP.

(Exact Name of Registrant as Specified in Charter)

 

Pennsylvania

 

001-14461

 

23-1701044

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

401 City Avenue, Suite 809
Bala Cynwyd, Pennsylvania

 

 

 

19004

(Address of Principal Executive Offices)

 

 

 

(Zip Code)

 

 

 

 

 

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

 

 

(Former Address of Principal Executive Offices)

 

 



 

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.’s Press Release, issued November 6, 2003.

 

Item 12.                            Results of Operations and Financial Condition

 

On November 6, 2003, Entercom Communications Corp. (the “Company”) issued a press release (the “Press Release”) announcing third quarter 2003 results and guidance for the fourth quarter of 2003.  Specifically, the Company announced that for the third quarter of 2003:

 

                                          net revenues were $107.8 million;

 

                                          station operating expenses were $ 61.2 million;

 

                                          operating income was $38.8 million; and

 

                                          net income was $21.6 million.

 

In addition, the Company announced that for the fourth quarter of 2003 the Company expects to report net revenues of between $103.0 million and $105.5 million and station operating expenses of between $59.5 million and $60.0 million.

 

A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.  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, nor shall such information be deemed to be incorporated by reference in any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

This Current Report on Form 8-K contains certain forward-looking statements that are based upon current expectations and certain unaudited pro forma information that is 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 Securities and Exchange Commission. Readers should note that these statements might be impacted by several factors including changes in the economic and regulatory climate and the business of radio broadcasting, in general.  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.

 

2



 

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: November 6, 2003

 

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Title

 

 

 

99.1

 

Entercom Communications Corp.’s Press Release, issued November 6, 2003

 

4


EX-99.1 3 a03-4955_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Entercom Communications Corp.

Reports Record Third Quarter 2003 Results

 

Record Third Quarter Net Revenues, Station Operating Income and Free Cash Flow

 

(Bala Cynwyd, PA November 6, 2003) Entercom Communications Corp. (NYSE: ETM) today reported record financial results for the quarter ended September 30, 2003. Net income was $21.6 million, or $0.41 per diluted share, as compared to $15.4 million, or $0.31 per diluted share in the prior year, representing an increase of 32% in diluted earnings per share.

 

For the quarter:

                                          Same Station Net Revenues increased 3% over the prior year to $107.8 million.

                                          Same Station Operating Expenses were flat with the prior year.

                                          Same Station Operating Income increased 6% to $46.6 million.

                                          Free Cash Flow (“FCF”) grew by 14% to $34.2 million.

                                          Earnings per Share increased by 32% to $0.41 per diluted share.

 

The Company’s Net Revenues, Station Operating Income and Free Cash Flow represent record highs for third quarter results.

 

David J. Field, President and Chief Executive Officer stated, “We are pleased to announce record-breaking results in the third quarter despite the challenging advertising environment.  Same station operating income, free cash flow and earnings per share improved by 6%, 14%, and 32%, respectively, as we continued to improve our operating performance.  While fourth quarter business conditions are disappointing, we are optimistic for 2004 and believe that the advertising market will be significantly healthier.  We have positioned ourselves for continued success through our substantial investments in our people, our brands, and our proprietary sales initiatives.”

 

Other Notes of Interest

 

The Company expects to close on the acquisition of two radio stations in Portland, Oregon (announced May 29, 2003) from Fisher Broadcasting in late November and continues to operate the stations under a Time Brokerage Agreement.

 

As of September 30, 2003, the Company had $25 million in cash and cash equivalents. The Company had outstanding $258 million of Senior Debt and $150 million of Senior Subordinated Notes due in 2014.

 

Weighted average shares outstanding for the third quarter were 51.4 million basic and 52.0 million diluted. Shares of the Company’s common stock are traded on the New York Stock Exchange under the symbol ETM.

 

Effective January 1, 2003 the Company changed its effective tax rate to 37.5% from 40.0% in the prior year as a result of the review of actual and expected federal and state tax expenses.

 

1



 

Fourth Quarter Guidance

 

For the fourth quarter of 2003, based on the current business outlook, the Company expects to report net revenues of $103.0 million to $105.5 million with station operating expenses of $59.5 million to $60.0 million.  The Company expects to pay a TBA fee of $0.3 million in the fourth quarter for the period prior to the expected closing on the Portland station acquisitions in the fourth quarter.  This guidance would result in reported earnings per diluted share of approximately $0.36 - $0.39.

 

This guidance equates to same station net revenue performance of approximately flat to down 2%.  For the quarter, net revenues will be affected by the absence of $3 million in political and non-traditional revenues (NTR) realized last year.  Were it not for these factors, revenue guidance would be up in the low single digits.

 

For purposes of same station comparisons, last year’s pro forma fourth quarter net revenues were $105.4 million and station operating expenses were $58.6. Prior year pro forma results, adjusted for acquisitions and dispositions of radio stations and significant contracts are available on the Company’s website.

 

Earnings Conference Call and Company Information

 

Entercom will hold a conference call regarding the quarterly earnings release on Thursday, November 6, 2003 at 11:00 AM Eastern Time.   The public may access the conference call by dialing 877-546-1570.  A replay of the conference call will be available through November 13, 2003 by dialing 888-566-0632.  A webcast of the conference call will be available beginning 48 hours after the call on the Company’s website for a period of one week.  Entercom’s website is located at www.entercom.com.

 

The Company 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.

 

Certain Definitions

 

With the adoption of Regulation G by the SEC, Station Operating Income replaces Broadcast Cash Flow as the metric used by management to assess the performance of our stations. Station Operating Income is calculated in the same manner as Broadcast Cash Flow.

 

It is important to note that Station Operating Income, Same Station Net Revenues, Same Station Operating Expenses, Same Station Operating Income and Free Cash Flow are not measures of performance or liquidity calculated in accordance with generally accepted accounting principles (“GAAP”). Management believes that these measures are useful as a way to evaluate the Company and the means for management to evaluate our radio stations’ performance and operations. Management believes that these measures are useful to an investor in evaluating our

 

2



 

performance because they are widely used in the broadcast industry to measure a radio company’s operating performance. You should not consider these non-GAAP measures in isolation or as substitutes for net income, operating income, or any other measure for determining our operating performance that is calculated in accordance with generally accepted accounting principles. These non-GAAP measures are not necessarily comparable to similarly titled measures employed by other companies.

 

Station Operating Income consists of operating income before depreciation and amortization, time brokerage agreement fees, corporate general and administrative expenses and gain or loss on sale of assets.

 

Free Cash Flow consists of operating income (i) plus depreciation and amortization, non-cash compensation expense (which is otherwise included in corporate general and administrative expenses) and (ii) less net interest expense (excluding amortization of deferred financing costs), gains (loss) on sale of assets, taxes paid (refunded) and capital expenditures.

 

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: (i) relate to operations; (ii) have a significant effect on the net revenues and or station operating expenses of a particular market; and (iii) are accounted for as a separate business unit.

 

Note Regarding Forward-Looking Statements

 

The information in this news release is being widely disseminated in accordance with the Securities and Exchange Commission’s Regulation FD.

 

This news announcement contains certain forward-looking statements that are based upon current expectations and certain unaudited pro forma information that is 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 Securities and Exchange Commission. Readers should note that these statements might 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:
Steve Fisher
Executive Vice President and Chief Financial Officer
610-660-5647

 

3



 

Entercom Third Quarter 2003
Earnings Release

 

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED FINANCIAL DATA

(amounts in thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

CONDENSED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

Net Revenues

 

$

107,788

 

$

106,719

 

$

296,415

 

$

289,367

 

 

 

 

 

 

 

 

 

 

 

Station Operating Expenses

 

61,171

 

61,829

 

172,299

 

170,651

 

Corporate General and Administrative Expenses, Including Non-Cash Compensation Expense of: (i)$127 and $131 for the Three Months Ended September 30, 2003 and 2002 and (ii) $338 and $1,047 for the Nine Months Ended September 30, 2003 and 2002.

 

3,642

 

3,437

 

10,905

 

10,704

 

Depreciation and Amortization

 

3,681

 

4,372

 

10,977

 

11,698

 

Time Brokerage Agreement Fees

 

467

 

1,317

 

1,169

 

6,682

 

Net (Gain) Loss on Sale of Assets

 

(9

)

(1,136

)

169

 

(1,147

)

Operating Income

 

38,836

 

36,900

 

100,896

 

90,779

 

 

 

 

 

 

 

 

 

 

 

Other Expense (Income) Items:

 

 

 

 

 

 

 

 

 

Interest Expense, Including Amortization of Deferred Financing Costs of: (i) $244 and $318 for the Three Months Ended September 30, 2003 and 2002 and (ii) $809 and $887 for the Nine Months Ended September 30, 2003 and 2002.

 

5,010

 

6,449

 

15,605

 

19,093

 

Financing Cost of Convertible Preferred Securities

 

 

1,953

 

2,020

 

5,859

 

Interest Income

 

(45

)

(595

)

(434

)

(1,706

)

Loss on Extinguishment of Debt

 

 

 

3,795

 

 

Equity Loss from Unconsolidated Affiliate

 

 

1,547

 

 

3,352

 

Net (Gain) Loss on Derivative Instruments

 

(705

)

1,827

 

(370

)

2,269

 

Total Other Expense

 

4,260

 

11,181

 

20,616

 

28,867

 

 

 

 

 

 

 

 

 

 

 

Income Before Income Taxes and Accounting Change

 

34,576

 

25,719

 

80,280

 

61,912

 

 

 

 

 

 

 

 

 

 

 

Income Taxes

 

13,016

 

10,334

 

30,256

 

24,894

 

 

 

 

 

 

 

 

 

 

 

Income Before Accounting Change

 

21,560

 

15,385

 

50,024

 

37,018

 

Cumulative Effect of Accounting Change, Net of Taxes

 

 

 

 

(138,876

)

Net Income (Loss)

 

$

21,560

 

$

15,385

 

$

50,024

 

$

(101,858

)

 

 

 

 

 

 

 

 

 

 

Income Before Accounting Change Per Share - Basic

 

$

0.42

 

$

0.31

 

$

0.98

 

$

0.76

 

Net Income (Loss) Per Share - Basic

 

$

0.42

 

$

0.31

 

$

0.98

 

$

(2.09

)

 

 

 

 

 

 

 

 

 

 

Income Before Accounting Change Per Share - Diluted

 

$

0.41

 

$

0.31

 

$

0.97

 

$

0.75

 

Net Income (Loss) Per Share - Diluted

 

$

0.41

 

$

0.31

 

$

0.97

 

$

(2.06

)

 

 

 

 

 

 

 

 

 

 

Weighted Common Shares Outstanding - Basic

 

51,353

 

49,784

 

50,816

 

48,670

 

Weighted Common Shares Outstanding - Diluted

 

51,976

 

50,277

 

51,462

 

49,493

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

Capital Expenditures

 

$

3,564

 

$

2,840

 

$

11,992

 

$

6,317

 

Income Taxes Paid

 

$

195

 

$

 

$

205

 

$

 

 

SELECTED BALANCE SHEET DATA

 

 

 

September 30,

 

 

 

2003

 

2002

 

Cash and Cash Equivalents

 

$

25,076

 

$

71,045

 

Working Capital

 

33,260

 

98,423

 

Total Assets

 

1,551,549

 

1,553,688

 

Senior Debt (including current portion)

 

258,266

 

300,938

 

7.625% Senior Subordinated Notes

 

150,000

 

150,000

 

Total Shareholders’ Equity

 

1,004,807

 

869,094

 

 

4



 

OTHER FINANCIAL DATA

 

 

 

Three Months Ended
September 30,

 

 

 

2003

 

2002

 

Same Station Computations:

 

 

 

 

 

Net Revenues - Reconciliation of Same Station Net Revenues to GAAP:

 

 

 

 

 

Net Revenues as Reported

 

$

107,788

 

$

106,719

 

Net Acquisitions and Divestitures of Radio Stations and Significant Contracts

 

 

(1,701

)

Same Station Net Revenues

 

$

107,788

 

$

105,018

 

 

 

 

 

 

 

Station Operating Expenses - Reconciliation of Same Station Operating Expenses to GAAP:

 

 

 

 

 

Station Operating Expenses as Reported

 

$

61,171

 

$

61,829

 

Net Acquisitions and Divestitures of Radio Stations and Significant Contracts

 

 

(771

)

Same Station Operating Expenses

 

$

61,171

 

$

61,058

 

 

 

 

 

 

 

Reconciliation of Station Operating Income and Same Station Operating Income to GAAP (Operating Income):

 

 

 

 

 

Operating Income as Reported

 

$

38,836

 

$

36,900

 

Depreciation and Amortization

 

3,681

 

4,372

 

Corporate General and Administrative Expenses

 

3,642

 

3,437

 

Time Brokerage Agreement Fees

 

467

 

1,317

 

Net Gain on Sale of Assets

 

(9

)

(1,136

)

Station Operating Income

 

46,617

 

44,890

 

Net Acquisitions and Divestitures of Radio Stations and Significant Contracts

 

 

(930

)

Same Station Operating Income

 

$

46,617

 

$

43,960

 

 

 

 

 

 

 

Reconciliation of Free Cash Flow to GAAP (Net Income):

 

 

 

 

 

Net Income as Reported

 

$

21,560

 

$

15,385

 

Depreciation and Amortization

 

3,681

 

4,372

 

Deferred Financing Costs Included in Interest Expense

 

244

 

318

 

Non-Cash Compensation Expense

 

127

 

131

 

Net Gain on Sale of Assets

 

(9

)

(1,136

)

Equity Loss from Unconsolidated Affiliate

 

 

1,547

 

Net (Gain) Loss on Derivative Instruments

 

(705

)

1,827

 

Income Taxes

 

13,016

 

10,334

 

Capital Expenditures

 

(3,564

)

(2,840

)

Taxes (Paid) Refunded

 

(195

)

14

 

Free Cash Flow

 

$

34,155

 

$

29,952

 

 

 

 

 

 

 

Calculation of Free Cash Flow from GAAP (Operating Income):

 

 

 

 

 

Operating Income as Reported

 

$

38,836

 

$

36,900

 

Depreciation and Amortization

 

3,681

 

4,372

 

Non-Cash Compensation Expense

 

127

 

131

 

Interest expense, net of interest income and deferred financing costs

 

(4,721

)

(7,489

)

Capital Expenditures

 

(3,564

)

(2,840

)

Net Gain on Sale of Assets

 

(9

)

(1,136

)

Taxes (Paid) Refunded

 

(195

)

14

 

Free Cash Flow

 

$

34,155

 

$

29,952

 

 

Prior Year’s Data For Fourth Quarter

 

Three Months
Ended
December 31,
2002

 

Reconciliation of Prior Year’s Same Station Net Revenues to GAAP (Net Revenues):

 

 

 

Net Revenues as Reported

 

$

101,922

 

Net Acquisitions and Divestitures of Radio Stations and Significant Contracts

 

3,452

 

Same Station Net Revenues

 

$

105,374

 

 

 

 

 

Reconciliation of Prior Year’s Same Station Operating Expenses to GAAP (Station Operating Expenses):

 

 

 

Station Operating Expenses as Reported

 

$

55,382

 

Net Acquisitions and Divestitures of Radio Stations and Significant Contracts

 

3,166

 

Same Station Operating Expenses

 

$

58,548

 

 

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