-----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, TgW0n1eCiTOVktvAEJuxjubFDHTmRVVnZPMY8BCbDEPY45xv5rKehl724nf3jaXl n3Zj7hDpb+6ziH1InuUpPw== 0001104659-04-011331.txt : 20040427 0001104659-04-011331.hdr.sgml : 20040427 20040427093037 ACCESSION NUMBER: 0001104659-04-011331 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040427 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040427 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: 04755706 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 a04-4893_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):  April 27, 2004

 

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 April 27, 2004.

 

Item 12.         Results of Operations and Financial Condition

 

On April 27, 2004, Entercom Communications Corp. (the “Company”) issued a press release (the “Press Release”) announcing first quarter 2004 results and guidance for the second quarter of 2004.  Specifically, the Company announced that for the first quarter of 2004:

 

      net revenues were $87.0 million;

 

      station operating expenses were $54.5  million;

 

      operating income was $24.8 million; and

 

      net income was $12.0 million.

 

The Company also announced that for the second quarter of 2004 the Company expects to report net income per diluted share of between $0.44 - $0.45 vs. $0.37 in the second quarter of the prior year.

 

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:  April 26, 2004

 

 

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Title

 

 

 

99.1

 

Entercom Communications Corp.’s Press Release, issued April 27, 2004.

 

4


EX-99.1 2 a04-4893_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Entercom Communications Corp.
Reports Record First Quarter 2004 Results
Net Income Per Share Increases 28%

 

(Bala Cynwyd, Pa. April 27, 2004) Entercom Communications Corp. (NYSE: ETM) today reported record financial results for the quarter ended March 31, 2004. Net income per share increased 28% to $0.23 per share from $0.18 per share in the prior year.

 

For the first quarter as compared to the prior year:

                  Net revenues increased 7% to $87.0 million.

                  Same station net revenues increased 6% to $87.0 million.

                  Same station operating expenses increased 3% to $54.5 million.

                  Same station operating income increased 10% to $32.5 million.

                  Free cash flow increased 40% to $21.5 million.

                  Net income per share increased 28% to $0.23.

 

The Company’s net revenues, station operating income, net income per share and free cash flow represent record highs for first quarter results.

 

David J. Field, President and Chief Executive Officer stated, “We are very pleased with our record-breaking results as we delivered strong growth in net revenues and station operating income, and grew our net income per share and free cash flow by 28% and 40%, respectively.  In addition, our future prospects continue to improve, driven by a number of recent positive developments, including our newly announced acquisitions in Indianapolis, Providence and Buffalo, encouraging progress with our sales and brand initiatives, and improving business conditions.”

 

During the first quarter the Company announced two acquisitions:  WNSA-FM in Buffalo, which will expand the Company’s market-leading Buffalo cluster and WWRX-FM in Providence, RI, which the Company began operating on April 16th with a sports talk format utilizing selected programming of WEEI-AM in Boston, one of the nation’s leading sports talk stations.  Entercom has filed with the FCC for a change in call letters from WWRX-FM to WEEI-FM. Both of these transactions, which are subject to appropriate approvals, are expected to close late in the second quarter.

 

On April 22, 2004, Entercom announced the signing of a definitive agreement to purchase the assets of three radio stations, WZPL-FM, WTPI-FM and WXNT-AM, in Indianapolis for $73.5 million from Indianapolis-based MyStar Communications Corporation.   Indianapolis is the nation’s 31st largest market ranked by radio revenues and the 41st largest by Arbitron population size. Entercom expects to commence operations of these stations under a time brokerage agreement in June.  The transaction is subject to regulatory approvals and final closing is expected in the third quarter.

 

As of March 31, 2004, the Company had $28 million in cash and cash equivalents. The Company had outstanding $228 million of Senior Debt and $150 million of Senior Subordinated Notes due in 2014.

 

Second Quarter Guidance

 

For the second quarter of 2004, based on the current business outlook, the Company expects to report an increase in same station net revenues of 6% to approximately $114 million and an increase

 

1



 

in same station operating expenses of 5% to approximately $62.5 million.  This guidance would result in second quarter net income per share of $0.44 - $0.45 vs. $0.37 in the prior year.   The second quarter’s expense growth rate is higher than past quarters due to timing of certain projects and brand investments.   The Company expects to report same station operating expense growth of 4% or less in the second half of the year.

 

For purposes of same station comparisons, last year’s same station second quarter net revenues were $107.6 million and station operating expenses were $59.3 million.  Prior year same station results 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 April 27, 2004 at 10:00 AM Eastern Time.   The public may access the conference call by dialing 888-323-2711.  A replay of the conference call will be available through May 3, 2004 by dialing 800-947-6436.  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.  The Company’s website is located at www.entercom.com.

 

The Company is the nation’s fourth largest radio broadcaster, operating in Boston, Seattle, Denver, Portland, Sacramento, Kansas City, Milwaukee, New Orleans, Norfolk, Buffalo, Memphis, Providence, Greensboro, Greenville/Spartanburg, Rochester, Madison, Wichita, Wilkes Barre/Scranton, Gainesville-Ocala, and Longview/Kelso, WA.

 

Certain Definitions

 

All references to per share data, unless stated otherwise, are presented as per diluted share.

 

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. The Company calculates Station Operating Income 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 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.

 

2



 

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 First Quarter 2004

Earnings Release

 

 

 

Three Months Ended March 31,

 

 

 

2004

 

2003

 

CONDENSED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

Net Revenues

 

$

87,038

 

$

80,995

 

 

 

 

 

 

 

Station Operating Expenses

 

54,523

 

51,380

 

Corporate General and Administrative Expenses, Including Non-Cash Compensation Expense of $145 and $93 for the Three Months Ended March 31, 2004 and 2003, respectively

 

3,708

 

3,537

 

Depreciation and Amortization

 

4,002

 

3,457

 

Time Brokerage Agreement Fees

 

 

602

 

Net Loss on Sale of Assets

 

31

 

76

 

 

 

 

 

 

 

Operating Income

 

24,774

 

21,943

 

 

 

 

 

 

 

Other Expense (Income) Items:

 

 

 

 

 

Interest Expense, Including Amortization of Deferred Financing Costs of $244 and $320 for the Three Months Ended March 31, 2004 and 2003, respectively

 

4,818

 

5,337

 

Financing Cost of Convertible Preferred Securities

 

 

1,953

 

Interest Income

 

(66

)

(290

)

Net Loss (Gain) on Derivative Instruments

 

330

 

(65

)

Total Other Expense

 

5,082

 

6,935

 

 

 

 

 

 

 

Income Before Income Taxes

 

19,692

 

15,008

 

Income Taxes

 

7,728

 

5,684

 

Net Income

 

$

11,964

 

$

9,324

 

Net Income Per Share - Basic

 

$

0.23

 

$

0.19

 

Net Income Per Share - Diluted

 

$

0.23

 

$

0.18

 

 

 

 

 

 

 

Weighted Common Shares Outstanding - Basic

 

51,489

 

49,870

 

Weighted Common Shares Outstanding - Diluted

 

52,082

 

50,478

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

Capital Expenditures

 

$

1,726

 

$

3,465

 

Income Taxes Paid

 

$

1,185

 

$

10

 

 

SELECTED BALANCE SHEET DATA

 

 

 

March 31,

 

 

 

2004

 

2003

 

Cash and Cash Equivalents

 

$

27,911

 

$

51,254

 

Working Capital

 

21,118

 

65,657

 

Total Assets

 

1,581,367

 

1,564,751

 

Senior Debt

 

227,790

 

272,493

 

7.625% Senior Subordinated Notes

 

150,000

 

150,000

 

Total Shareholders’ Equity

 

1,045,681

 

899,350

 

 

4



 

OTHER FINANCIAL DATA

 

 

 

Three Months Ended
March 31,

 

 

 

2004

 

2003

 

Same Station Computations:

 

 

 

 

 

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

 

 

 

 

 

Net Revenues as Reported

 

$

87,038

 

$

80,995

 

Net Acquisitions and Divestitures of Radio Stations and Significant Contracts

 

 

1,360

 

Same Station Net Revenues

 

$

87,038

 

$

82,355

 

 

 

 

 

 

 

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

 

 

 

 

 

Station Operating Expenses as Reported

 

$

54,523

 

$

51,380

 

Net Acquisitions and Divestitures of Radio Stations and Significant Contracts

 

 

1,376

 

Same Station Operating Expenses

 

$

54,523

 

$

52,756

 

 

 

 

 

 

 

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

 

 

 

 

 

Operating Income as Reported

 

$

24,774

 

$

21,943

 

Corporate General and Administrative Expenses

 

3,708

 

3,537

 

Depreciation and Amortization

 

4,002

 

3,457

 

Time Brokerage Agreement Fees

 

 

602

 

Net Loss on Sale of Assets

 

31

 

76

 

Station Operating Income

 

32,515

 

29,615

 

Net Acquisitions and Divestitures of Radio Stations and Significant Contracts

 

 

(16

)

Same Station Operating Income

 

$

32,515

 

$

29,599

 

 

 

 

 

 

 

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

 

 

 

 

 

Net Income as Reported

 

$

11,964

 

$

9,324

 

Depreciation and Amortization

 

4,002

 

3,457

 

Deferred Financing Costs Included in Interest Expense

 

244

 

320

 

Non-Cash Compensation Expense

 

145

 

93

 

Net Loss on Sale of Assets

 

31

 

76

 

Net Loss (Gain) on Derivative Instruments

 

330

 

(65

)

Income Taxes

 

7,728

 

5,684

 

Capital Expenditures

 

(1,726

)

(3,465

)

Taxes Paid

 

(1,185

)

(10

)

Free Cash Flow

 

$

21,533

 

$

15,414

 

 

 

 

 

 

 

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

 

 

 

 

 

Operating Income as Reported

 

$

24,774

 

$

21,943

 

Depreciation and Amortization

 

4,002

 

3,457

 

Non-Cash Compensation Expense

 

145

 

93

 

Interest Expense, Net of Interest Income and Deferred Financing Costs

 

(4,508

)

(6,680

)

Capital Expenditures

 

(1,726

)

(3,465

)

Net Loss on Sale of Assets

 

31

 

76

 

Taxes Paid

 

(1,185

)

(10

)

Free Cash Flow

 

$

21,533

 

$

15,414

 

 

 

 

 

 

 

Prior Year’s Data For Second Quarter Reconciliation of Prior Year’s Same Station Net Revenues to GAAP (Net Revenues):

 

 

 

 

 

Net Revenues as Reported

 

 

 

$

107,632

 

Net Acquisitions and Divestitures of Radio Stations and Significant Contracts

 

 

 

15

 

Same Station Net Revenues

 

 

 

$

107,647

 

 

 

 

 

 

 

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

 

 

 

 

 

Station Operating Expenses as Reported

 

 

 

$

59,748

 

Net Acquisitions and Divestitures of Radio Stations and Significant Contracts

 

 

 

(456

)

Same Station Operating Expenses

 

 

 

$

59,292

 

 

5


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