-----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, DIMElfHowgXzSHE1CrShwmdm6HktxGJ7qgBbh9+QD2z71nlTHaOQk7w0fPXMSEay 3iZEykm/5p8u0oM5fvHYAw== 0001104659-04-021900.txt : 20040803 0001104659-04-021900.hdr.sgml : 20040803 20040803084716 ACCESSION NUMBER: 0001104659-04-021900 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040803 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040803 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: 04946637 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 a04-8667_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):  August 3, 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 August 3, 2004.

 

Item 12.                            Results of Operations and Financial Condition

 

On August 3, 2004, Entercom Communications Corp. (the “Company”) issued a press release (the “Press Release”) announcing second quarter 2004 results.  Specifically, the Company announced that for the second quarter of 2004:

 

                                net revenues were $113.7 million;

 

                                station operating expenses were $62.4 million;

 

                                operating income was $42.7 million; and

 

                                net income was $24.0 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: August 3, 2004

 

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Title

 

 

 

99.1

 

Entercom Communications Corp.’s Press Release, issued August 3, 2004.

 

4


EX-99.1 2 a04-8667_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Entercom Communications Corp.
Reports Record Second Quarter 2004 Results
Same Station Revenues Increase 5%
Net Income Per Share Increases 27% to $0.47

 

(Bala Cynwyd, Pa. August 3, 2004) Entercom Communications Corp. (NYSE: ETM) today reported record financial results for the quarter ended June 30, 2004. Net income per share increased 27% to $0.47 per share from $0.37 per share in the prior year, exceeding the Company’s original guidance.

 

For the second quarter as compared to the prior year:

                  Net revenues increased 6% to $113.7 million.

                  Same station net revenues increased 5% to $112.7 million.

                  Same station operating expenses increased 3% to $61.3 million.

                  Same station operating income increased 6% to $51.4 million.

                  Free cash flow increased 5% to $35.9 million.

 

The Company’s net revenues, station operating income and free cash flow represent record highs as a public company and the Company’s net income per share represents a record high for second quarter results.

 

David J. Field, President and Chief Executive Officer stated, “We are very pleased with our second quarter performance as we delivered record-breaking financial results, including a 27% increase in net income per share, and announced compelling new acquisitions in Indianapolis, Providence, and Buffalo.  We also moved to create additional shareholder value by deploying a portion of our strong free cash flow towards a share buyback that we announced during the quarter.

 

We are also very encouraged by the acceleration of positive industry developments.  The industry is rapidly implementing electronic invoicing to improve and simplify the purchasing process for our customers and the industry’s sales marketing arm (the Radio Advertising Bureau) has dramatically enhanced their business development capabilities over the past 60 days.  We also enthusiastically support Clear Channel’s recently announced initiative to significantly reduce commercial inventories.  Entercom has always maintained a disciplined, limited inventory policy and we remain committed to this advertiser and listener-friendly approach.”

 

During the quarter the Company repurchased stock of approximately $50 million, or 1.2 million shares, under a stock buyback program of up to $100 million authorized by Entercom’s Board of Directors on May 13, 2004.

 

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 Corp.  Entercom commenced operations of these stations under a time brokerage agreement on June 1, 2004.  The transaction is subject to appropriate governmental approvals and final closing is expected in the third quarter.  Indianapolis is the nation’s 31st largest market ranked by radio revenues and the 41st largest by Arbitron population size.

 

On May 5, 2004, the Company closed on the acquisition of WNSA-FM in Buffalo for $10.5 million from Adelphia Communications.  The station’s call letters were changed to WLKK-FM and

 

1



 

relaunched as “The Lake” on May 24, 2004.  This acquisition expands the Company’s presence to seven stations and enhances the Company’s market leading position in revenues in this market.

 

On June 15, 2004, the Company closed on the acquisition of WWRX-FM in Providence for $14.6 million from FNX Broadcasting.  The Company began operations on April 16, 2004 under a time brokerage agreement.  The Company changed the station call letters to WEEI-FM and began simulcasting most of the programming of the Company’s WEEI-AM in Boston.  WEEI is New England’s leading sports radio voice, and the nation’s premiere sports radio station.

 

Third Quarter Guidance

 

For the third quarter of 2004, based on the current business outlook, the Company expects to report an increase in same station net revenues of 2 - 3% over the prior year’s net revenues of $109.3 million. The Company expects a charge of $0.7 million representing a time brokerage agreement expense for the period prior to the anticipated closing on the Indianapolis transaction.

 

The Company is in the process of syndicating a new Senior Credit Facility, and expects to close on a five-year revolver with a syndicate of banks in early August.  The facility will be used to replace the Company’s existing credit facility and provide a source of funding for acquisitions, share repurchases and general corporate purposes.   The Company expects to record a charge of up to $2.0 million in the third quarter to write off unamortized debt issuance costs related to the current credit facility.

 

As of June 30, 2004, the Company had $12 million in cash and cash equivalents. The Company had outstanding $265 million of Senior Debt and $150 million of Senior Subordinated Notes due in 2014.  Additionally, the number of shares outstanding as of June 30, 2004, was 50.3 million.

 

For purposes of same station comparisons, last year’s same station third quarter net revenues were $109.3 million and station operating expenses were $62.1 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 Tuesday, August 3, 2004 at 8:45 AM Eastern Time. The public may access the conference call by dialing 888-405-9176. A replay of the conference call will be available through August 7, 2004 by dialing 800-945-7576. 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.

 

Entercom is the nation’s fourth largest radio broadcaster, operating in Boston, Seattle, Denver, Portland, Sacramento, Kansas City, Indianapolis, 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.

 

2



 

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.

 

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 Second Quarter 2004

Earnings Release

 

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED FINANCIAL DATA

(amounts in thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

CONDENSED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Revenues

 

$

113,677

 

$

107,632

 

$

200,715

 

$

188,627

 

 

 

 

 

 

 

 

 

 

 

Station Operating Expenses

 

62,356

 

59,748

 

116,879

 

111,128

 

 

 

 

 

 

 

 

 

 

 

Corporate General and Administrative Expenses, Including Non-Cash Compensation Expense of $172 and $118 for the Three Months Ended June 30, 2004 and 2003, Respectively, and $317 and $211 for the Six Months Ended June 30, 2004 and 2003, Respectively

 

3,943

 

3,726

 

7,651

 

7,263

 

Depreciation and Amortization

 

3,778

 

3,839

 

7,780

 

7,296

 

Time Brokerage Agreement Fees

 

181

 

100

 

181

 

702

 

Net Loss on Sale or Disposition of Assets

 

718

 

102

 

749

 

178

 

Operating Income

 

42,701

 

40,117

 

67,475

 

62,060

 

 

 

 

 

 

 

 

 

 

 

Other Expense (Income) Items:

 

 

 

 

 

 

 

 

 

Interest Expense, Including Amortization of Deferred Financing Costs of $244 and $245 for the Three Months Ended June 30, 2004 and 2003, Respectively, and $488 and $565 for the Six Months Ended June 30, 2004 and 2003, Respectively

 

4,800

 

5,258

 

9,618

 

10,595

 

Financing Cost of Convertible Preferred Securities

 

 

67

 

 

2,020

 

Interest Income

 

(43

)

(99

)

(109

)

(389

)

Loss on Extinguishment of Debt

 

 

3,795

 

 

3,795

 

Net (Gain) Loss on Derivative Instruments

 

(1,361

)

400

 

(1,031

)

335

 

Loss on investments

 

176

 

 

176

 

 

Total Other Expense

 

3,572

 

9,421

 

8,654

 

16,356

 

 

 

 

 

 

 

 

 

 

 

Income Before Income Taxes

 

39,129

 

30,696

 

58,821

 

45,704

 

Income Taxes

 

15,097

 

11,556

 

22,825

 

17,240

 

Net Income

 

$

24,032

 

$

19,140

 

$

35,996

 

$

28,464

 

Net Income Per Share - Basic

 

$

0.47

 

$

0.37

 

$

0.70

 

$

0.56

 

Net Income Per Share - Diluted

 

$

0.47

 

$

0.37

 

$

0.70

 

$

0.56

 

 

 

 

 

 

 

 

 

 

 

Weighted Common Shares Outstanding - Basic

 

51,051

 

51,209

 

51,270

 

50,543

 

Weighted Common Shares Outstanding - Diluted

 

51,413

 

51,931

 

51,716

 

51,200

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

Capital Expenditures

 

$

1,639

 

$

4,963

 

$

3,365

 

$

8,428

 

Income Taxes Paid

 

$

5,350

 

$

 

$

6,535

 

$

10

 

 

 

 

June 30,

 

 

 

2004

 

2003

 

SELECTED BALANCE SHEET DATA

 

 

 

 

 

Cash and Cash Equivalents

 

$

12,184

 

$

12,315

 

Working Capital

 

19,818

 

18,490

 

Total Assets

 

1,682,584

 

1,541,789

 

Senior Debt

 

264,535

 

274,989

 

7.625% Senior Subordinated Notes

 

150,000

 

150,000

 

Total Shareholders’ Equity

 

1,019,788

 

981,826

 

 

4



 

 

 

Three Months Ended
June 30,

 

 

 

2004

 

2003

 

OTHER FINANCIAL DATA

 

 

 

 

 

Same Station Computations:

 

 

 

 

 

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

 

 

 

 

 

Net Revenues as Reported

 

$

113,677

 

$

107,632

 

Net Acquisitions and Divestitures of Radio Stations and Significant Contracts

 

(970

)

15

 

Same Station Net Revenues

 

$

112,707

 

$

107,647

 

 

 

 

 

 

 

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

 

 

 

 

 

Station Operating Expenses as Reported

 

$

62,356

 

$

59,748

 

Net Acquisitions and Divestitures of Radio Stations and Significant Contracts

 

(1,027

)

(456

)

Same Station Operating Expenses

 

$

61,329

 

$

59,292

 

 

 

 

 

 

 

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

 

 

 

 

 

Operating Income as Reported

 

$

42,701

 

$

40,117

 

Corporate General and Administrative Expenses

 

3,943

 

3,726

 

Depreciation and Amortization

 

3,778

 

3,839

 

Time Brokerage Agreement Fees

 

181

 

100

 

Net Loss on Sale or Disposition of Assets

 

718

 

102

 

Station Operating Income

 

51,321

 

47,884

 

Net Acquisitions and Divestitures of Radio Stations and Significant Contracts

 

57

 

471

 

Same Station Operating Income

 

$

51,378

 

$

48,355

 

 

 

 

 

 

 

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

 

 

 

 

 

Net Income as Reported

 

$

24,032

 

$

19,140

 

Depreciation and Amortization

 

3,778

 

3,839

 

Deferred Financing Costs Included in Interest Expense

 

244

 

245

 

Non-Cash Compensation Expense

 

172

 

118

 

Net Loss on Sale or Disposition of Assets

 

718

 

102

 

Loss on Extinguishment of Debt

 

 

3,795

 

Loss on investments

 

176

 

 

Net (Gain) Loss on Derivative Instruments

 

(1,361

)

400

 

Income Taxes

 

15,097

 

11,556

 

Capital Expenditures

 

(1,639

)

(4,963

)

Taxes Paid

 

(5,350

)

 

Free Cash Flow

 

$

35,867

 

$

34,232

 

 

 

 

 

 

 

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

 

 

 

 

 

Operating Income as Reported

 

$

42,701

 

$

40,117

 

Depreciation and Amortization

 

3,778

 

3,839

 

Non-Cash Compensation Expense

 

172

 

118

 

Interest Expense, Net of Interest Income and Deferred Financing Costs

 

(4,513

)

(4,981

)

Capital Expenditures

 

(1,639

)

(4,963

)

Net Loss on Sale or Disposition of Assets

 

718

 

102

 

Taxes Paid

 

(5,350

)

 

Free Cash Flow

 

$

35,867

 

$

34,232

 

 

 

 

 

 

 

Prior Year’s Data For Third Quarter

 

 

 

 

 

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

 

 

 

 

 

Net Revenues as Reported

 

 

 

$

107,788

 

Net Acquisitions and Divestitures of Radio Stations and Significant Contracts

 

 

 

1,465

 

Same Station Net Revenues

 

 

 

$

109,253

 

 

 

 

 

 

 

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

 

 

 

 

 

Station Operating Expenses as Reported

 

 

 

$

61,171

 

Net Acquisitions and Divestitures of Radio Stations and Significant Contracts

 

 

 

932

 

Same Station Operating Expenses

 

 

 

$

62,103

 

 

5


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