-----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, O6GDCHP9pSDzEAfYkI/sCiWkSvtHSvrN4GNd40ZRyTfIhiVvkuMr6mNLqmqaGXUP cMfgEMxi2dMr3bgJmUdArQ== 0000912057-96-029097.txt : 19961213 0000912057-96-029097.hdr.sgml : 19961213 ACCESSION NUMBER: 0000912057-96-029097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961206 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961212 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR COMMUNICATIONS INC CENTRAL INDEX KEY: 0000702808 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 310978313 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12404 FILM NUMBER: 96679919 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 8-K 1 FORM 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 AND EXCHANGE ACT OF 1934 Date of Report: November 27, 1996 JACOR COMMUNICATIONS, INC. DELAWARE (State or Other Jurisdiction of Incorporation) 0-12404 31-0978313 (Commission File No.) (IRS Employer Identification No.) 1300 PNC Center 201 East Fifth Street Cincinnati, Ohio 45202 (513) 621-1300 Item 2. Acquisition or Disposition of Assets On September 26, 1996, Citicasters Co. ("Citicasters"), an indirect subsidiary of Jacor Communications, Inc. (the "Company") entered into an agreement with Pacific and Southern Company, Inc. ("Pacific and Southern"), an indirect subsidiary of Gannett Co., Inc., whereby Citicasters agreed to exchange the assets of its Tampa, Florida television station for the assets of six of Pacific and Southern's radio stations (the "Exchange"). The completion of the Exchange was subject to various conditions including the receipt of consents from regulatory authorities, including the approval of the Federal Communications Commission ("FCC"), and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"). The Exchange was also contingent upon the satisfactory completion of due diligence by each of Citicasters and Pacific and Southern. The Company received early termination of the HSR Act waiting period on November 5, 1996. The due diligence period was satisfactorily completed on November 29, 1996. The initial order from the FCC was obtained on December 6, 1996. On December 9, 1996, the parties consummated the Exchange subject only to a possible unwinding of the transaction in the event a final order from the FCC cannot be obtained. Accordingly, the Company, through Citicasters, now owns KIIS-FM and KIIS-AM, Los Angeles; KSDO-AM and KKBH-FM, San Diego; and WUSA-FM and WDAE-AM, Tampa-St. Petersburg, and Pacific and Southern owns WTSP-TV, Tampa. The Company will rename WUSA-FM to WUKS-FM as Gannett retained the WUSA-FM call letters. The radio stations acquired by the Company in the San Diego and Tampa markets increase the Company's existing portfolio of stations in those markets. The Los Angeles radio stations provide the Company with its initial access to that market. In connection with the closing of the Exchange, Citicasters and Pacific and Southern agreed that they will value the exchanged assets at $170.0 million for tax purposes. No cash was payable in connection with the Exchange, other than for the payment of approximately $296,000 by Citicasters to Pacific and Southern for certain adjustments and prorations as specified in the asset exchange agreement. The Exchange also provides for additional post-closing adjustments and prorations which are not expected to be material. Item 5. Other Events On November 27, 1996, the Company entered into an agreement providing for the purchase for cash of three radio stations in Lexington, Kentucky. Those stations are WTKT-AM, WKQQ-FM and WXZZ-FM. On December 6, 1996, the Company entered into an agreement providing for the purchase for cash of two radio stations in Central Ohio. Those stations are WAKS-FM, Marysville, Ohio, and WAHC-FM, Circleville, Ohio. On December 9, 1996, the Company also entered into agreements to purchase for cash three additional stations in Colorado. Those stations are KCOL-AM and KPAW-FM, Fort Collins, Colorado, and KGLL-FM, Greely, Colorado. The total purchase price to be paid for these stations aggregates approximately $39.5 million. All of the transactions described in this Item 5 are subject to various conditions, including approval by the FCC. The acquisition of the Lexington stations is further subject to termination or expiration of the applicable waiting periods under the HSR Act. Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired. Report of Independent Accountants Financial Statements: Combined Balance Sheets as of December 31, 1995 and September 29, 1996. Combined Statements of Operations for the years ended December 25, 1994 and December 31, 1995 and for the nine month period ended September 29, 1996. 2 Combined Statements of Changes in Parent Company's Investment in Radio Stations for the years ended December 25, 1994 and December 31, 1995 and the nine month period ended September 29, 1996. Combined Statements of Cash Flows for the years ended December 25, 1994 and December 31, 1995 and the nine month period ended September 29, 1996. Notes to Financial Statements. (b) Pro Forma Financial Information. Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 1995 and the nine month period ended September 30, 1996. Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 1996. Notes to Unaudited Pro Forma Financial Information. (c) Exhibits 2.1 Asset Exchange Agreement dated as of September 26, 1996 between Citicasters Co. and Pacific and Southern Company, Inc. (omitting schedules and exhibits not deemed material).* 23.1 Consent of Coopers & Lybrand L.L.P. *Incorporated by reference from the Registrant's Form 8-K dated October 11, 1996. 3 Signatures 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. JACOR COMMUNICATIONS, INC. December 12, 1996 By: /s/ Jon M. Berry ------------------------------------- Jon M. Berry, Senior Vice President and Treasurer 4 REPORT OF INDEPENDENT ACCOUNTANTS To the Shareholders and Board of Directors of Jacor Communications, Inc. We have audited the accompanying combined balance sheets of the Selected Gannett Radio Stations as of December 31, 1995 and September 29, 1996 and the related combined statements of operations, changes in Parent Company's investment in radio stations and cash flows for the years ended December 25, 1994 and December 31, 1995 and the nine month period ended September 29, 1996. These financial statements are the responsibility of the Station'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 financial statements referred to above present fairly, in all material respects, the combined financial position of the Selected Gannett Radio Stations as of December 31, 1995 and September 29, 1996 and the combined results of their operations and their cash flows for the years ended December 25, 1994 and December 31, 1995 and the nine month period ended September 29, 1996, in conformity with generally accepted accounting principles. COOPERS & LYBRAND L.L.P. Cincinnati, Ohio November 15, 1996 1 SELECTED GANNETT RADIO STATIONS COMBINED BALANCE SHEETS AS OF DECEMBER 31, 1995 AND SEPTEMBER 29, 1996
DECEMBER 31, SEPTEMBER 29, 1995 1996 ------------ ------------- Current assets: Cash and cash equivalents $ 4,694 $ 2,229 Accounts receivable, less allowance for doubtful accounts of $213,648 in 1995 and $251,851 in 1996 7,888,111 8,217,358 Prepaid expenses 20,713 384,732 Other current assets 73,973 86,277 ------------ ------------- Total current assets 7,987,491 8,690,596 Property and equipment, net 3,302,726 3,044,042 Intangible assets, net 8,622,503 8,349,482 ------------ ------------- Total assets $ 19,912,720 $ 20,084,120 ------------ ------------- ------------ ------------- Current liabilities: Accounts payable $ 148,283 $ 482,380 Accrued payroll 510,467 422,787 Accrued income tax payable to Parent Company 3,902,670 2,788,727 Other current liabilities 175,950 461,002 ------------ ------------- Total current liabilities 4,737,370 4,154,896 Commitments and contingencies Parent Company's investment in radio stations 15,175,350 15,929,224 ------------ ------------- Total liabilities and Parent Company's investment in radio stations $ 19,912,720 $ 20,084,120 ------------ ------------- ------------ -------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE COMBINED FINANCIAL STATEMENTS. 2 SELECTED GANNETT RADIO STATIONS COMBINED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 25, 1994 AND DECEMBER 31, 1995 AND FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 29, 1996
Nine Months 1994 1995 1996 ------------ ------------ ------------ Broadcast revenue $ 43,137,949 $ 44,427,284 $ 31,509,536 Less agency commissions 5,993,617 6,324,614 4,449,021 ------------ ------------ ------------ Net revenue 37,144,332 38,102,670 27,060,515 Broadcast operating expenses 28,242,877 26,924,177 19,128,146 Depreciation and amortization 947,251 963,840 713,218 Corporate general and administrative expenses 891,118 1,245,388 892,997 ------------ ------------ ------------ Operating income 7,063,086 8,969,265 6,326,154 Other income, net 95,485 5,848 9,556 ------------ ------------ ------------ Income before income taxes 7,158,571 8,975,113 6,335,710 Income tax expense 3,067,652 3,858,422 2,724,355 ------------ ------------ ------------ Net income $ 4,090,919 $ 5,116,691 $ 3,611,355 ------------ ------------ ------------ ------------ ------------ ------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE COMBINED FINANCIAL STATEMENTS. 3 SELECTED GANNETT RADIO STATIONS COMBINED STATEMENTS OF CHANGES IN PARENT COMPANY'S INVESTMENT IN RADIO STATIONS FOR THE YEARS ENDED DECEMBER 25, 1994 AND DECEMBER 31, 1995 AND FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 29, 1996
Nine Months 1994 1995 1996 ------------ ------------ ------------ Balance, beginning of year $ 16,641,431 $ 15,852,782 $ 15,175,350 Net funds remitted to Parent Company (4,879,568) (5,794,123) (2,857,481) Net income from operations 4,090,919 5,116,691 3,611,355 ------------ ------------ ------------ Balance, end of year $ 15,852,782 $ 15,175,350 $ 15,929,224 ------------ ------------ ------------ ------------ ------------ ------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE COMBINED FINANCIAL STATEMENTS. 4 SELECTED GANNETT RADIO STATIONS COMBINED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 25, 1994 AND DECEMBER 31, 1995 AND FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 29, 1996
Nine Months 1994 1995 1996 ------------ ------------ ------------ Cash flow from operating activities: Net income $ 4,090,919 $ 5,116,691 $ 3,611,355 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 583,223 599,812 440,197 Amortization of intangible assets 364,028 364,028 273,021 Change in allowance for doubtful accounts 44,360 (38,600) 38,203 Changes in operating assets and liabilities: Accounts receivable (746,724) 385,183 (367,450) Prepaid expenses 1,753 (6,037) (364,019) Other current assets 45,391 (32,674) (12,304) Accounts payable (5,861) (482,568) 334,097 Accrued payroll and other current liabilities 177,662 (245,530) 197,372 Accrued income tax payable to Parent Company 1,302,686 806,021 (1,113,943) ------------ ------------ ------------ Net cash provided by operating activities 5,857,437 6,466,326 3,036,529 ------------ ------------ ------------ Cash flows from investing activities: Capital expenditures (951,545) (702,595) (181,513) ------------ ------------ ------------ Cash flow from financing activities: Funds remitted to Parent Company (4,879,568) (5,794,123) (2,857,481) ------------ ------------ ------------ Net increase (decrease) in cash and cash equivalents 26,324 (30,392) (2,465) Cash and cash equivalents at beginning of year 8,762 35,086 4,694 ------------ ------------ ------------ Cash and cash equivalents at end of year $ 35,086 $ 4,694 $ 2,229 ------------ ------------ ------------ ------------ ------------ ------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE COMBINED FINANCIAL STATEMENTS. 5 SELECTED GANNETT RADIO STATIONS NOTES TO COMBINED FINANCIAL STATEMENTS 1. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS: a. DESCRIPTION OF BUSINESS: The combined financial statements include the operations of six radio stations, KIIS-FM and KIIS-AM in Los Angeles, KSDO-AM and KKBH-FM in San Diego and WDAE-AM and WUSA-FM in Tampa-St. Petersburg, (the "Selected Gannett Radio Stations" or the "Stations") owned and operated by Pacific and Southern Company Inc., a subsidiary of Gannett Co., Inc. (the "Parent Company" or "Gannett"). In September 1996, Jacor Communications, Inc. ("Jacor") entered into an agreement to acquire the Selected Gannett Radio Stations in exchange for Jacor's Tampa television station, WTSP-TV. The Stations' fiscal years end on the last Sunday of the calendar year. The Stations' 1995 fiscal year ended on December 31, 1995, and encompassed a 53-week period. The Stations' 1994 fiscal year encompassed a 52-week period. b. REVENUES: Revenues for commercial broadcasting advertisements are recognized when the commercial is broadcast. c. CONCENTRATIONS OF CREDIT RISK: Financial instruments which potentially subject the Stations to concentrations of credit risk consist principally of accounts receivable. Concentrations of credit risk associated with accounts receivable are limited due to the large number of customers comprising the Stations' customer base. d. PROPERTY AND EQUIPMENT: Property and equipment are stated at cost less accumulated depreciation; depreciation is provided on the straight-line basis over the estimated useful lives of the assets as follows: Land improvements 15 years Buildings 30 to 40 years Machinery and equipment 5 to 20 years Furniture and fixtures 7 to 10 years Leasehold improvements Remaining life of the lease e. INTANGIBLE ASSETS: Intangible assets are stated at cost less accumulated amortization; amortization is provided principally on the straight-line basis over the following lives: FCC Licenses and goodwill 40 years 6 NOTES TO COMBINED FINANCIAL STATEMENTS, CONTINUED 1. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS, CONTINUED: f. USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. g. INCOME TAXES: The Stations' operating results are included in the consolidated federal income tax return of Gannett. The income tax provision is computed at Gannett's effective income tax rate of 43%, for federal and state income tax purposes, which approximates the rate as if a separate provision for the Stations was computed on a stand-alone basis. 2. RELATED PARTY TRANSACTIONS: Corporate general and administrative expenses, primarily related to management and accounting, are allocated to the Stations as determined by the Parent Company. General and administrative costs totaling $891,118, $1,245,388 and $892,997 were allocated to the Stations for the years ended December 1994 and 1995 and nine months ended September 1996, respectively. 3. PROPERTY AND EQUIPMENT: Property and equipment at December 31, 1995 and September 29, 1996 consist of the following: 1995 1996 ----------- ----------- Land $ 218,089 $ 218,089 Building and improvements 1,317,842 1,364,883 Machinery and equipment 6,436,658 6,019,835 Furniture and fixtures 1,414,153 1,301,582 Leasehold improvements 93,053 93,053 Construction in progress 94,305 246,898 ----------- ----------- Less accumulated depreciation (6,271,374) (6,200,298) ----------- ----------- $ 3,302,726 $ 3,044,042 ----------- ----------- ----------- ----------- 7 NOTES TO COMBINED FINANCIAL STATEMENTS, CONTINUED 4. INTANGIBLE ASSETS: Intangible assets at December 31, 1995 and September 29, 1996 consist of the following: 1995 1996 ------------ ------------ FCC Licenses and goodwill $ 14,561,131 $ 14,561,131 Less accumulated amortization (5,938,628) (6,211,649) ------------ ------------ $ 8,622,503 $ 8,349,482 ------------ ------------ ------------ ------------ 5. COMMITMENTS AND CONTINGENCIES: a. LEASE AND EMPLOYMENT AGREEMENT OBLIGATIONS: The Stations lease certain land and facilities used in their operations. The Stations also have various employment agreements with selected radio personalities that provide for, among other things, base compensation, incentive bonuses and various production support. Future minimum payments under lease and employment agreements are as follows: 1996 (3 months) $ 1,513,423 1997 5,701,582 1998 5,337,481 1999 5,784,929 2000 and thereafter 4,191,058 ------------ Total commitments $ 22,528,473 ------------ ------------ b. LEGAL PROCEEDINGS: The Stations are party to various legal proceedings. In the opinion of management, the ultimate resolution of such proceedings will not have a significant effect on the financial position or results of operations of the Stations. In August of 1996, the Stations entered into an agreement with a third party to settle a contract dispute. Under terms of the settlement agreement, KSDO-AM and KKBH-FM in San Diego will provide the third party with approximately 7,600 minutes of advertising time to be run over a period of two years. Station management can preempt any advertising spot to be provided to the third party for a fee of $50 per ten second spot. 8 NOTES TO COMBINED FINANCIAL STATEMENTS, CONTINUED 6. RETIREMENT PLAN: Employees of the Stations are eligible for various retirement and profit sharing plans, provided by Gannett, under which substantially all full-time employees are covered. The Gannett Retirement Plan, a defined benefit pension plan, is the Stations' principal retirement plan and covers eligible employees of the Stations. Benefits under the Gannett Retirement Plan are based on years of service and final average pay. The Stations' pension cost was approximately $360,000, $367,000 and $386,000 for 1994, 1995 and 1996, respectively. Since the Stations' employees are not specifically identified within the pension fund, the actuarial present value of benefit obligations and net assets available for benefits are not determinable. 9 JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES UNAUDITED PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1996 (IN THOUSANDS)
Selected Tampa Total Jacor Gannett Television Combined Historical Stations Divestiture Pro Forma ---------- ---------- ----------- ----------- ASSETS Current assets: Cash and cash equivalents $52,821 $52,821 Accounts receivable 70,782 70,782 Other current assets 12,897 12,897 ---------- ---------- ---------- ----------- Total current assets 136,500 0 0 136,500 Property and equipment, net 141,259 11,072 (21,573) 130,758 Intangible assets, net 1,341,430 158,928 (148,427) 1,351,931 Other assets 98,032 98,032 ---------- ---------- ---------- ----------- $1,717,221 $170,000 ($170,000) $1,717,221 ---------- ---------- ---------- ----------- ---------- ---------- ---------- ----------- LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities: Accounts payable, accrued expenses and other current liabilities $51,898 $51,898 ---------- ---------- ---------- ----------- Total current liabilities 51,898 0 0 51,898 Long-term debt 626,250 626,250 5.5% Liquid Yield Option Notes 117,090 117,090 Deferred taxes and other liabilities 393,728 393,728 ---------- ---------- ---------- ----------- TOTAL LIABILITIES 1,188,966 0 0 1,188,966 Shareholders' equity: Common stock, $.01 par value 312 312 Additional paid-in capital 430,307 430,307 Common stock warrants 72,644 72,644 Retained earnings 24,992 24,992 ---------- ---------- ---------- ----------- TOTAL SHAREHOLDERS' EQUITY 528,255 0 0 528,255 ---------- ---------- ---------- ----------- $1,717,221 $0 $0 $1,717,221 ---------- ---------- ---------- ----------- ---------- ---------- ---------- -----------
See accompanying notes to unaudited proforma condensed consolidated financial statements. 1 JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES UNAUDITED PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1995 (IN THOUSANDS, EXCEPT PER SHARE DATA)
Jacor/Noble/Citicasters Selected Tampa Acquisition Total Combined Gannett Television Proforma Combined Pro Forma Stations Divestiture Adjustments Pro Forma --------- --------- ----------- ----------- --------- Net revenue $303,469 $38,103 ($34,803) $306,769 Broadcast operating expenses 195,744 26,924 (19,421) 203,247 Depreciation and amortization 46,840 964 (5,870) 4,119 (1) 46,053 Corporate general and administrative expenses 6,655 1,246 (1,246)(2) 6,655 -------- -------- -------- -------- -------- Operating income 54,230 8,969 (9,512) (2,873) 50,814 Interest expense (60,438) (60,438) Interest and investment income 870 870 Other income (expense), net (594) 6 (174) (762) -------- -------- -------- -------- -------- Income (loss) before income taxes and extraordinary items (5,932) 8,975 (9,686) (2,873) (9,516) Income tax (expense) credit (2,963) (3,858) 3,874 1,150(3) (1,796) -------- -------- -------- -------- -------- Income (loss) before extraordinary items ($8,895) $5,117 ($5,812) ($1,723) ($11,312) -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Income per common share ($0.29) ($0.38) Number of common shares used in per share computations 30,158 30,158
See accompanying notes to unaudited proforma condensed consolidated financial statements. 2 JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES UNAUDITED PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 1996 (IN THOUSANDS, EXCEPT PER SHARE DATA)
Jacor/Noble/ Citicasters Citicasters Selected Tampa Acquisition Total Historical Noble Combined Gannett Television Proforma Combined Jacor Adjustments Pro Forma Stations Divestiture Adjustments Pro Forma ---------- ----------- ------------ -------- ----------- ------------ --------- Net revenue $127,520 $112,521 $240,041 $27,060 ($24,502) $242,599 Broadcast operating expenses 91,694 71,255 162,949 19,128 (14,645) 167,432 Depreciation and amortization 10,601 24,638 35,239 713 (4,403) 3,099 (1) 34,648 Corporate general and administrative expenses 4,080 1,479 5,559 893 (893)(2) 5,559 -------- -------- -------- -------- -------- -------- -------- Operating income 21,145 15,149 36,294 6,326 (5,454) (2,206) 34,960 Interest expense (13,397) (31,448) (44,845) (44,845) Interest and investment income 2,539 2,539 2,539 Other income (expense), net 4,701 (4,363) 338 10 348 -------- -------- -------- -------- -------- -------- -------- Income (loss) before income taxes and extraordinary items 14,988 (20,662) (5,674) 6,336 (5,454) (2,206) (6,998) Income tax (expense) credit (7,285) 8,265 980 (2,724) 2,182 882(3) 1,320 -------- -------- -------- -------- -------- -------- -------- Income (loss) before extraordinary items $7,703 ($12,397) ($4,694) $3,612 ($3,273) ($1,324) ($5,678) -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Income per common share $0.31 ($0.23) Number of common shares used in per share computations 24,880 24,880
See accompanying notes to unaudited proforma condensed consolidated financial statements. 3 Adjustments to Unaudited Pro Forma Financial Information (In Thousands) The following unaudited pro forma financial information ("the Pro Forma Financial Information") is based on the historical financial statements of Jacor Communications, Inc. ("Jacor"), Noble Broadcast Group, Inc. ("Noble"), Citicasters and the Selected Gannett Radio Stations and has been prepared to illustrate the effects of the Gannett radio acquisition and Tampa Television divestiture. Jacor completed the Noble and Citicasters acquisitions in 1996 and previously filed pro forma financial information related to those transactions. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 1995 and for the nine months ended September 30, 1996 give effect to the Gannett radio acquisition and Tampa Television divestiture as if such transactions has been completed January 1, 1995. The proforma condensed consolidated balance sheet as of September 30, 1996 had been prepared as if the Gannett radio acquisitions and the Tampa Television divestiture had occured on that date. (1) Represents additional amortization and depreciation based on the Selected Gannett Radio Stations. Amortization is calculated on a straight line basis over 40 years. The property and equipment is depreciated over an average depreciable life of 10 years. (2) Represents additional savings as Gannett corporate overhead will be absorbed by the current Jacor corporate structure. (3) Represents additional tax savings on the proforma adjustments using an effective rate of 40%. 4 EX-23.1 2 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statements of Jacor Communications, Inc. on Forms S-8 (File No . 33-65126, File No.33-10329 and File No. 33-56385) and on Forms S-3 (File No. 33-53612, File No. 333-06639 and File No. 333-16469) of our report dated November 15, 1996, on our audits of the combined financial statements of the Selected Gannett Radio Stations as of December 31, 1995 and September 29, 1996, and for the years ended December 25, 1994 and December 31, 1995 and for the nine month period ended September 29, 1996, which report is included in this Current Report on Form 8-K. COOPERS & LYBRAND L.L.P. Cincinnati, Ohio December 12, 1996 -----END PRIVACY-ENHANCED MESSAGE-----