-----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, I1v/aaYpgxnuTpbFACYniZZKQXM341TSxr2Af9EJ+hHjxJyoO/vN5xDSr9Tebvj+ 5cHEyzQ9CEJIH70LHOM0ww== 0000950148-96-002453.txt : 19961107 0000950148-96-002453.hdr.sgml : 19961107 ACCESSION NUMBER: 0000950148-96-002453 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19961106 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEFTEL BROADCASTING CORP CENTRAL INDEX KEY: 0000922503 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 990113417 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24516 FILM NUMBER: 96654762 BUSINESS ADDRESS: STREET 1: 6767 WEST TROPICANA AVE CITY: LAS VEGAS STATE: NV ZIP: 89603 BUSINESS PHONE: 7023673322 10-Q/A 1 FORM 10-Q/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) [x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] FOR THE QUARTER ENDED JUNE 30, 1996 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] For the Transition period from ___________ to ____________ Commission file number 0-24516 HEFTEL BROADCASTING CORPORATION (Exact name of registrant as specified in its charter) Delaware 99-0113417 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6767 West Tropicana Avenue Las Vegas, Nevada 89103 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (702) 367-3322 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock, $.001 Par Value Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. Yes [x] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Class Outstanding at August 12, 1996 - ----- ------------------------------ Class A Common Stock, $.001 Par Value 11,547,731 shares Class B Common Stock, $.001 Par Value 810,587 shares (shares held as treasury stock) 2 HEFTEL BROADCASTING CORPORATION June 30, 1996 INDEX PART I FINANCIAL INFORMATION PAGE Item 1. Financial Statements (Unaudited) 3 Condensed Consolidated Balance Sheets as of June 30, 1996 and September 30, 1995 3 Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended June 30, 1996 and 1995 4 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 1996 and 1995 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II OTHER INFORMATION Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11 SIGNATURES 13
2 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, SEPTEMBER 30, 1996 1995 ----------- ------------- (UNAUDITED) (NOTE) ASSETS Current assets: Cash $ 3,900,401 $ 5,404,310 Accounts receivable, net 19,090,032 15,501,811 Other current assets 3,842,719 4,601,377 ------------ ------------ Total current assets 26,833,152 25,507,498 Property and equipment, at cost 26,380,785 17,580,114 Less accumulated depreciation and amortization (6,522,096) (5,335,151) ------------ ------------ 19,858,689 12,244,963 Intangible assets 131,395,925 114,895,925 Less accumulated amortization (7,894,640) (5,643,246) ------------ ------------ 123,501,285 109,252,679 Other non-current assets 10,290,177 4,632,144 ------------ ------------ Total assets $180,483,303 $151,637,284 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 726,688 $ 795,758 Accounts payable and accrued expenses 8,477,520 8,906,469 Amounts payable to officers and stockholders 641,355 838,241 ------------ ------------ Total current liabilities 9,845,563 10,540,468 Long-term debt and other obligations, less current portion 126,861,265 97,515,661 Stockholders' equity (Notes 2, 5 and 6): Series A Preferred Stock, cumulative, $.001 par value 336 336 Undesignated series preferred stock, $.001 par value -- -- Class A Common Stock, $.001 par value 6,824 6,192 Class B Common Stock, $.001 par value 4,167 4,680 Other stockholders' equity, net 43,765,148 43,569,947 ------------ ------------ Total stockholders' equity 43,776,475 43,581,155 ------------ ------------ Total liabilities and stockholders' equity $180,483,303 $151,637,284 ============ ============
See notes to condensed consolidated financial statements. NOTE: The balance sheet at September 30, 1995 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. 3 4 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, NINE MONTHS ENDED JUNE 30, ------------------------------ ---------------------------- 1996 1995 1996 1995 ------------------------------ ---------------------------- (UNAUDITED) (UNAUDITED) Net revenues $19,900,061 $16,629,786 $53,053,497 $46,643,810 Operating expenses 15,943,343 12,314,335 43,096,469 37,271,695 ----------- ----------- ----------- ----------- Operating income 3,956,718 4,315,451 9,957,028 9,372,115 Other expense: Interest expense, net (3,201,298) (1,350,497) (7,935,512) (3,711,745) Other expense, net (including cost relating to unconsummated acquisitions) (1,117,862) (140,889) (1,324,579) (361,625) ----------- ----------- ----------- ----------- (4,319,160) (1,491,386) (9,260,091) (4,073,370) ----------- ----------- ----------- ----------- Income (loss) before minority interest and provision for income taxes (362,442) 2,824,065 696,937 5,298,745 Minority interest -- (351,305) -- (1,428,337) Provision for income taxes -- -- (65,000) (53,000) ----------- ----------- ----------- ----------- Net income (loss) from continuing operations (362,442) 2,472,760 631,937 3,817,408 Discontinued operations: Loss on discontinued operations of CRC (500,326) 689,601 (1,608,167) (135,398) ----------- ----------- ----------- ----------- Net income (loss) $ (862,768) $ 3,162,361 $ (976,230) $ 3,682,010 =========== =========== =========== =========== Net income (loss) per common and common equivalent share from continuing operations $(0.04) $ 0.22 $ 0.06 $0.34 ====== ====== ====== ===== Net income (loss) per common and common equivalent share $(0.09) $ 0.29 $(0.10) $0.33 ====== ====== ====== ===== Weighted average common shares outstanding 10,143,397 10,969,623 10,326,354 10,898,156 =========== =========== =========== ===========
See notes to condensed consolidated financial statements. 4 5 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JUNE 30 ------------------------------ 1996 1995 ------------- ------------ (UNAUDITED) NET CASH PROVIDED BY OPERATING ACTIVITIES $ 674,642 $ 3,653,546 INVESTING ACTIVITIES: Purchases of property and equipment (3,825,926) (2,919,443) Payments relating to pending and completed business acquisitions (21,341,051) (5,559,708) ------------- ------------ Net cash used in investing activities (25,166,977) (8,479,151) FINANCING ACTIVITIES: Proceeds from borrowings under credit agreement 28,459,267 15,475,000 Payment of debt issue cost (5,199,877) -- Repayment of long-term debt (681,983) (504,243) Net change in amounts due to/from officers and stockholders (68,200) (552,501) Proceeds from exercise of stock options and warrants 512,782 -- Redemption of Preferred Stock -- (1,960,290) Payment of cumulative Preferred Stock dividends (33,563) (2,861,308) ------------- ------------ Net cash provided by financing activities 22,988,426 9,596,658 ------------- ------------ Net increase/(decrease) in cash (1,503,909) 4,771,053 Cash at beginning of period 5,404,310 10,218,911 ------------- ------------ Cash at end of period $ 3,900,401 $ 14,989,964 ============= ============
See notes to condensed consolidated financial statements. 5 6 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 1996 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended June 30, 1996 are not necessarily indicative of the results that may be expected for the year ended September 30, 1996. For further information, refer to the consolidated financial statements and footnotes thereto included in Heftel Broadcasting Corporation's Annual Report on Form 10-K for the year ended September 30, 1995. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common and common equivalent shares (if dilutive) outstanding during each period. For purposes of this computation, cumulative preferred stock dividends are deducted from net income (loss) during each period in which preferred stock is outstanding, although preferred stock dividends may not have been actually declared or paid during these periods. 2. STOCKHOLDERS' EQUITY
JUNE 30, SEPTEMBER 30, 1996 1995 ------------ ------------ Stockholders' equity (Notes 5 and 6): Series A Preferred Stock, cumulative, $.001 par value, 2,600,000 shares authorized, 335,634 issued and outstanding at June 30, 1996 and September 30, 1995 Liquidation preference of $342,347 at June 30, 1996 ($355,772 at September 30, 1995) $ 336 $ 336 Undesignated series preferred stock, $.001 par value, 2,400,000 shares authorized, none issued or outstanding -- -- Class A Common Stock, $.001 par value, 30,000,000 shares authorized, 6,823,518 issued and outstanding at June 30, 1996 (6,191,799 at September 30, 1995) 6,824 6,192 Class B Common Stock, $.001 par value, 7,000,000 shares authorized, 4,167,116 issued and outstanding at June 30, 1996 (4,679,763 at September 30, 1995) 4,167 4,680 Additional paid-in capital 96,898,263 95,693,269 Accumulated deficit (44,849,328) (43,839,535) Less treasury stock at cost, 810,587 shares (4,019,735) (4,019,735) Notes receivable from stockholders related to purchase of stock (4,264,052) (4,264,052) ------------ ------------ Net stockholders' equity $ 43,776,475 $ 43,581,155 ============ ============
6 7 3. STATION ACQUISITION On March 25, 1996, the Company acquired the assets of radio station WPAT-AM, which serves the New York City market for approximately $19.5 million. The acquisition was financed through additional borrowings under the Company's Credit Agreement. 4. LONG-TERM DEBT On January 10, 1996, the Company borrowed $1.5 million under its Credit Agreement and issued a $1.5 million promissory note in connection with the acquisition of real property in Miami on which an AM transmitting tower is located. On March 13, 1996, the Company completed an Amended and Restated Credit Agreement with its lender resulting in an increase to the total credit facilities from $100 million to $175 million and the commencement of principal payments was deferred until December 31, 1996. Other terms of the amended Credit Agreement remained substantially the same. On March 25, 1996, the Company borrowed an additional $20 million under the Credit Agreement. The proceeds were used to fund the acquisition of the assets of WPAT-AM in New York. Subsequent to June 30, 1996, the Company entered into a credit agreement with a new lender (Note 6). 5. STOCKHOLDERS' EQUITY In December 1995, the Company issued an aggregate of 519,339 stock options to various employees of the Company under its Stock Option Plan. The exercise price ranged from $15.25 to $15.50 per share, the market price at the date of issuance. The options vest over a period ranging from two to three years. On January 2, 1996 the Company issued 44,811 shares of common stock to one of the parties to the acquisition of WLXX-AM in Chicago in accordance with the terms of the purchase agreement. In March and April 1996, the Company's board of directors approved the payment of cumulative dividends through December 31, 1995, and through March 31, 1996, respectively, on the outstanding Series A Preferred Stock. Such dividend payments totaled $26,851 and $6,713, respectively. In April 1996, the Company's board of directors also approved the payment of cumulative dividends from April 1, 1996 through June 30, 1996 on the outstanding Series A Preferred Stock. Such dividend payment totaled $6,713 and was paid in July 1996. Subsequent to June 30, 1996, the Company redeemed all of the Series A Preferred Stock outstanding and paid cumulative dividends through the redemption date (Note 6). 6. SUBSEQUENT EVENTS Change in Control of Company On August 5, 1996, Clear Channel Radio, Inc., a wholly owned subsidiary of Clear Channel Communications, Inc. (Clear Channel), completed a stock purchase and tender offer of the Company's Class A and B Common Stock for $23 per share. The consummation of these transactions, as more fully described below, increases Clear Channel's investment in the Company from a previously owned 21% interest to 62%. Clear Channel is a diversified radio and television broadcasting company. 7 8 Pursuant to a Stockholder Purchase Agreement dated June 1, 1996 between Clear Channel and Mr. Cecil Heftel, former Chairman and Co-Chief Executive Officer, Mr. Carl Parmer, former President and Co-Chief Executive officer and members of the Heftel family, Clear Channel acquired 160,000 shares of the Company's Class A Common Stock and 3,356,529 shares of the Company's Class B Common Stock on August 5, 1996 (each share of Class B Common Stock converts automatically into one share of Class A Common Stock upon sale). An additional 1,156,017 shares of Class A Common Stock were acquired by Clear Channel upon the exercise of stock options and warrants held by the selling stockholders. Under a separate Tender Offer Agreement dated June 1, 1996 between the Company and Clear Channel, Clear Channel also acquired 231,776 shares of the Company's Class A Common Stock, of which an aggregate of 199,167 shares were tendered by employees of the Company upon the exercise of their stock options on August 5, 1996. Additional shares of Class A Common Stock were tendered to Clear Channel by public shareholders. On September 9, 1996, the Company's Board of Directors approved a plan to discontinue the operations of the radio network owned by the Company's wholly-owned subsidiary Spanish Coast-to-Coast, d.b.a. Cadena Radio Centro (CRC) effective August 5, 1996. Consequently, the accompanying condensed consolidated statements of operations have been restated to reflect the effects of the discontinued operations of CRC for each of the periods presented. Refinanced Credit Agreement On August 5, 1996, concurrent with the completion of the transactions described above, the Company borrowed $135 million under a Credit Agreement with a new lender which provides a total credit facility of $155 million. The proceeds were used to retire all of the outstanding debt under the Company's existing credit agreement and to pay certain non-compete and employment contract settlements plus certain transaction and other costs relating to the stockholder purchase agreement and tender offer. The terms, covenants and conditions of the new credit agreement are similar to those under the former credit agreement, except that the entire principal balance outstanding plus unpaid interest is due in January 1998. The principal maturities of long-term debt as of June 30, 1996 reflect the terms of the new Credit Agreement. As a result of and in connection with the completion of the transactions described in the preceding paragraphs, the Company estimates it will have certain one-time charges during the quarter ended September 30, 1996 of approximately $45 million, before tax benefits, which are expected to be minimal. Such charges relate primarily to the payment of employment contract settlements with former senior executives, the write-off of unamortized financing costs relating to the retired debt, and transaction and other restructuring costs. Proposed Merger Plan On July 10, 1996, Clear Channel issued a press release announcing its plans to submit to the Company's board of directors a proposal and plan to have the Company acquire Tichenor Media Systems, Inc. Tichenor, is a Dallas-based Spanish language broadcaster with twenty radio stations in six markets. Under the terms of the merger plan, Tichenor shareholders would exchange their capital stock for approximately 5.68 million shares of the Company's Class A Common Stock plus approximately $3.2 million in cash. The completion of this acquisition is subject to approval by the board of directors and shareholders of the Company and Tichenor, and by the Federal Trade Commission and Federal Communications Commission. 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF THREE MONTHS ENDED JUNE 30, 1996 TO THREE MONTHS ENDED JUNE 30, 1995 Net revenues increased by $3.3 million, or 19.9%, to $19.9 million in the three months ended June 30, 1996 from $16.6 million in the same quarter of 1995. Operating expenses increased by $3.6 million, or 29.3%, to $15.9 million in the three months ended June 30, 1996 from $12.3 million in the same period of 1995. The increases in net revenues and operating expenses over the same period of 1996 are due primarily to the results of operations of additional radio stations acquired during fiscal 1995, and to increases in programming and promotion expenses resulting from programming changes in the Miami market. Interest expense, net of interest income, increased by $1.9 million, or 137%, to $3.2 million in the three months ended June 30, 1996 from $1.4 million in the same period of 1995 primarily as a result of increased borrowings of $50.6 million, or 65.8%, over the same period of the prior year. The proceeds of borrowings were used primarily for business acquisitions and certain capital expenditures. On September 9, 1996, the Company's Board of Directors approved a plan to discontinue the operations of the radio network owned by the Company's wholly-owned subsidiary Spanish Coast-to-Coast, d.b.a. Cadena Radio Centro (CRC) effective August 5, 1996. Consequently, the accompanying condensed consolidated statements of operations have been restated to reflect the effects of the discontinued operations of CRC for each of the periods presented. The losses from discontinued operations increased $1,190,000 to $500,000 in the three months ended June 30, 1996 from income of $690,000 in the same period of 1995 primarily as a result of continuing softness of network revenue. For the three months ended June 30, 1996, a net loss of $863,000 was incurred compared to net income of $3.2 million in the same period of 1995. The net loss as compared to net income over prior year is due primarily to the increase in interest expense, increased programming and promotional expense and an increase in expenses relating to unconsummated business acquisitions. See Note 6 to accompanying Condensed Consolidated Financial Statements. COMPARISON OF NINE MONTHS ENDED JUNE 30, 1996 TO NINE MONTHS ENDED JUNE 30, 1995 Net revenues increased by $6.4 million, or 13.7%, to $53.0 million in the nine months ended June 30, 1996 from $46.6 million in the same period of 1995. Operating expenses increased by $5.8 million, or 15.6%, to $43.1 million in the nine months ended June 30, 1996 from $37.3 million in the same period of 1995. The increases in net revenues and operating expenses over the same period of 1996 are due primarily to the results of operations of additional radio stations acquired during fiscal 1995 and to increases in programming and promotion expenses resulting from programming changes in the Miami market. Interest expense, net of interest income, increased by $4.2 million, or 113.8%, to $7.9 million in the nine months ended June 30, 1996 from $3.7 million in the same period of 1995 primarily as a result of increased borrowings over the same period of the prior year. The proceeds of borrowings were used primarily for business acquisitions and certain capital expenditures. On September 9, 1996, the Company's Board of Directors approved a plan to discontinue the operations of the radio network owned by the Company's wholly-owned subsidiary Spanish Coast-to-Coast, dba Cadena Radio Centro (CRC) effective August 5, 1996. Consequently, the accompanying condensed consolidated statements of operations have been restated to reflect the effects of the discontinued operations of CRC for each of the periods presented. The losses from discontinued operations increased by $1,473,000 9 10 to $1,608,000 in the nine months ended June 30, 1996 from $135,000 in the same period of 1995 primarily as a result of continuing softness of network revenue. For the nine months ended June 30, 1996, a net loss of $976,000 was incurred compared to net income of $3.7 million in the same period of 1995. The decrease in net income is due primarily to increases in promotional expenses over prior year amounts resulting from format changes at two of the Company's Miami radio stations and interest expense resulting from increased borrowings. See Note 6 to accompanying Condensed Consolidated Financial Statements. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities for the nine months ended June 30, 1996 was $675,000 compared to net cash provided of $3.7 million for the same period in 1995. Generally, capital expenditures are financed from cash generated from operations and long-term borrowings. In January 1996, the Company borrowed $1.5 million under its Credit Agreement to fund the acquisition of real property in Miami on which an AM transmitting tower is located. On March 13, 1996, the Company completed an Amended and Restated Credit Agreement with its lender resulting in an increase to the total credit facilities from $100 million to $175 million and the commencement of principal payments was deferred until December 31, 1996. Other terms of the amended Credit Agreement remained substantially the same. On March 25, 1996, the Company borrowed an additional $20 million under the Credit Agreement to fund the acquisition of the assets of WPAT-AM in New York. As of June 30, 1996, the Company had $121.5 million outstanding under its $175 million Credit Agreement. Borrowings under the Credit Agreement bear interest at a floating rate based on either (I) the agent bank's Eurodollar rate plus an incremental rate, or (ii) the higher of the agent bank's prime rate plus an incremental rate or the federal funds rate plus an incremental rate. On August 5, 1996, the Company borrowed $135 million under a Credit Agreement with a new lender which provides a total credit facility of $155 million. The proceeds were used to retire all of the outstanding debt under the Company's existing credit agreement and to pay certain non-compete and employment contract settlements, and certain transaction and other costs relating to the stockholder purchase agreement and tender offer agreements described in Note 6 to the Condensed Consolidated Financial Statements. The terms, covenants and conditions of the new credit agreement are similar to those under the former credit agreement, except that the entire principal balance outstanding plus unpaid interest is due in January 1998. The principal maturities of long-term debt as of June 30, 1996 reflect the terms of the new credit agreement. Available cash on hand plus cash provided by operations were sufficient to pay interest due under the Credit Agreement and fund certain capital expenditures during the nine months ended June 30, 1996. The Company believes it will have sufficient cash flow to finance its operations and satisfy its debt service requirements. The Company regularly reviews potential acquisitions of additional radio stations. Any future acquisitions are expected to be financed through additional borrowings under the Credit Agreement and/or cash provided by operations. 10 11 PART II - OTHER INFORMATION ITEM 5. OTHER INFORMATION Change in Control of Company On August 5, 1996, Clear Channel Radio, Inc., a wholly owned subsidiary of Clear Channel Communications, Inc. (Clear Channel), completed a stock purchase and tender offer of the Company's Class A and B Common Stock for $23 per share. The consummation of these transactions, as more fully described in Note 6 to the Condensed Consolidated Financial Statements, increases Clear Channel's investment in the Company from a previously owned 21% interest to 62%. Clear Channel is a diversified radio and television broadcasting company. In connection with the change in control of the Company described above, the following new directors and officers were elected: L. Lowry Mays Director, President and Chief Executive Officer Ernesto Cruz Director B.J. McCombs Director James M. Raines Director John H. Williams Director Mark P. Mays Senior Vice President John T. Kendrick Senior Vice President, Chief Financial Officer and Assistant Secretary Kenneth E. Wyker Vice President for Legal Affairs and Secretary Herbert W. Hill Vice President and Controller Randall T. Mays Vice President and Treasurer
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits The following exhibits are included herein. 2.1 Tender Offer Agreement, dated June 1, 1996, between the Company and Clear Channel Radio, Inc. ("Clear Channel") (incorporated herein by reference to Exhibit 99(c)(1) of Clear Channel's Schedule 14D-1 filed on June 7, 1996). 2.2 Amendment No. 1 to Tender Offer Agreement, dated June 6, 1996 (incorporated herein by reference to Exhibit 99(c)(9) of Clear Channel's Schedule 14D-1 filed on June 7, 1996). 2.3 Amendment No. 2 to Tender Offer Agreement, dated June 20, 1996 (incorporated by reference to Exhibit (c)(3) of the Company's Schedule 14D-9 dated June 20, 1996). 2.4 Confidentiality Letter Agreement dated May 31, 1996, between the Company and Clear Channel (incorporated herein by reference to Exhibit 99(c)(12) of Clear Channel's Schedule 14D-1 filed on June 7, 1996). 11 12 10.1 Agreement Not To Compete, dated June 1, 1996, between the Company and Carl Parmer (incorporated herein by reference to Exhibit 99(c)(4) of Clear Channel's Schedule 14D-1 filed on June 7, 1996). 10.2 Agreement Not To Compete, dated June 1, 1996, between the Company and Cecil Heftel (incorporated herein by reference to Exhibit 99 (c)(3) of Clear Channel's Schedule 14D-1 filed on June 7, 1996). 10.3 Settlement Agreement, dated June 1, 1996, between the Company and Carl Parmer (incorporated herein by reference to Exhibit 99 (c)(6) of Clear Channel's Schedule 14D-1 filed on June 7, 1996). 10.4 Settlement Agreement, dated June 1, 1996, between the Company and Cecil Heftel (incorporated herein by reference to Exhibit 99 (c)(5) of Clear Channel's Schedule 14D-1 filed on June 7, 1996). 10.5 Amendment No. 1 to Employment Agreement dated May 31, 1996, between KTNQ/KLVE, Inc. and Richard Heftel. 11.0 Statement re: Computation of Per Share Earnings (b) Reports on Form 8-K During the quarter ended June 30, 1996, the Company filed the following reports on Form 8-K: (1) 8-K dated June 14, 1996 and (2) 8-K dated June 20, 1996. 12 13 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 4th day of November, 1996. HEFTEL BROADCASTING CORPORATION By: /s/ L. Lowry Mays ------------------------------------- L. Lowry Mays, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ L. Lowry Mays President, Chief November 4, 1996 - -------------------------- Executive Officer L. Lowry Mays and Director /s/ John T. Kendrick Senior Vice President November 4, 1996 - -------------------------- and Chief Financial John T. Kendrick Officer (principal accounting officer) 13 EX-10.5 2 EXHIBIT 10.5 1 Exhibit 10.5 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and entered into on May 31, 1996, by and between KTNQ/KLVE, INC., a California corporation ("Employer") and RICHARD HEFTEL, an individual ("Executive"), with reference to the following facts: A. Employer and Executive entered into an Employment Agreement dated January 31, 1994 (the "Agreement"). B. The parties now desire to amend the Agreement on the terms and conditions contained herein. The parties hereto hereby agree as follows: 1. Exhibit A of the Agreement is deleted in its entirety and replaced by Exhibit A attached hereto. 2. Section 10.3 of the Agreement is deleted in its entirety and replaced by the following Section 10.3: "10.3 Should Employer terminate this Agreement for reasons other than those specified in Section 10.1 herein, Executive shall be entitled to the present value of all of the remaining Base Salary and Cash Incentive Compensation payable hereunder for the full remainder of the Term of this Agreement, to be paid in a single sum. For purposes of calculating Cash Incentive Compensation, it shall be assumed that the difference between actual Broadcast Cash Flow and Projected Broadcast Cash Flow (as defined in Exhibit "A") for each fiscal year and the Four Month Period (as defined in Exhibit "A") shall equal the difference between the actual Broadcast Cash Flow and the Projected Broadcast Cash Flow for the fiscal year of the Employer ending immediately preceding the date of termination and it shall be assumed each quarterly bonus would be earned only if such bonus was earned for the quarter immediately preceding the date of termination. The present value calculation shall assume interest at the prime rate (as published in the Wall Street Journal) for the first business day of the month in which the termination is effective." 2 3. The first sentence of Section 11.1.2 is amended by adding "and any unpaid Cash Incentive Compensation for quarters preceding the quarter in which such termination becomes effective," immediately after "effective," and before "but shall". 4. Clause (b) of Section 13.2 is deleted in its entirety and replaced by the following new clause (b): "(b) unpaid Cash Incentive Compensation for years and quarters preceding the date of death and the Cash Incentive Compensation (both the yearly and quarterly bonuses) for the year of death pro-rated through the date of death, and" 5. Except as amended hereby, the Agreement remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment on the date first above written. KTNQ/KLVE, INC. By: /s/ John Kendrick --------------------------------- Name: John Kendrick Title: Senior Vice President and Chief Financial Officer /s/ Richard Heftel ------------------------------------ RICHARD HEFTEL -2- 3 EXHIBIT A Cash Incentive Compensation (a) If for a fiscal year of the Employer through the year ending September 30, 2000 or if for the four month period beginning October 1, 2000 and ending January 31, 2001 (the "Four Month Period"), the Broadcast Cash Flow of the Employer equals or exceeds the Projected Broadcast Cash Flow, the Executive shall receive a bonus of $50,000 plus an amount equal to 5% of the difference between the actual Broadcast Cash Flow and Projected Broadcast Cash Flow. For purposes hereof, Broadcast Cash Flow shall mean operating income, excluding depreciation and amortization, from all stations owned by the Employer for which Executive serves as the general manager. For purposes hereof the "Projected Broadcast Cash Flow" for each fiscal year is as follows:
Fiscal Year Projected Broadcast Ending September 30 Cash Flow ------------------- ------------------- 1996 14,555,000 1997 15,283,000 1998 16,047,000 1999 16,849,000 2000 17,691,000
For the Four Month Period, Projected Broadcast Cash Flow is $5,733,333. If Executive's employment is terminated under Section 10.1 prior to September 30, 2000 and the termination date is other than the last day of a fiscal year, Executive will be entitled to a pro rated bonus (based on the number of full months elapsed in the fiscal year) for the portion of the year preceding the termination date if the Projected Broadcast Cash Flow for the fiscal year in which the termination occurs is met through the end of the month next preceding the termination date. If Executive's employment is terminated during, but prior to the end of, the Four Month Period, Executive will be entitled to a pro-rated bonus (based on the number of days elapsed in the Four Month Period) for the portion of the Four Month Period preceding the termination date if the Projected Broadcast Cash Flow for the Four Month Period is met through the day immediately preceding the date of termination. -3- 4 (b) For each quarter in which any station owned by Employer is ranked No. 1 in the ratings published by Arbitron in the audience twelve years of age and older, Monday through Sunday, 6:00 a.m. to midnight (the "Category"), Employer shall pay to Executive a bonus of $12,500. (c) For each quarter in which any station owned by Employer is the highest ranked Spanish language radio station in the Category and such station has a two point or greater lead over the next highest ranked Spanish language radio station in the Category based on the ratings published by Arbitron, Employer shall pay to Executive a bonus of $12,500. (d) The bonuses for each fiscal year set forth in paragraph (a) of this Exhibit shall be paid not later than 60 days after the end of the Employer's fiscal year, or if the bonus is for a part of the year, not later than 60 days after the end of the last month taken into account in determining whether the Projected Broadcast Cash Flow is met. The quarterly bonuses set forth in paragraphs (b) and (c) of this Exhibit shall be paid within 15 days after the Arbitron ratings are published. Notwithstanding the foregoing, the bonus for the Four Month Period shall be paid by March 31, 2001. -4- EX-11 3 EXHIBIT 11 1 Exhibit 11 COMPUTATIONS OF PER SHARE EARNINGS
Three Months Ended June 30 Nine Months Ended June 30 -------------------------- ----------------------------- 1996 1995 1996 1995 ------------ ----------- ------------- ------------- PRIMARY Weighted average shares outstanding 10,143,397 10,060,975 10,326,354 9,993,576 Net effect of dilutive stock options - based on the treasury stock method using average market price -- 908,648 -- 904,580 ------------ ----------- ------------- ------------- Total 10,143,397 10,969,623 10,326,354 10,898,156 ============ =========== ============= ============= Net income (loss) from continuing operations $ (362,442) $ 2,472,760 $ 631,937 $ 3,817,408 Subtract $0.08 cumulative preferred stock dividends (6,713) (6,713) (20,138) (65,878) ------------ ----------- ------------- ------------- Subtotal (369,155) 2,466,047 611,799 3,751,530 Discontinued operations (500,326) 689,601 (1,608,167) (135,398) ------------ ----------- ------------- ------------- Total $ (869,481) $ 3,155,648 $ (996,368) $ 3,616,132 ============ =========== ============= ============= Net income (loss) per share from continuing operations ($0.04) $0.22 $ 0.06 $0.34 ====== ===== ====== ===== Net income (loss) per share ($0.09) $0.29 ($0.10) $0.33 ====== ===== ====== ===== FULLY DILUTED (NOTES 1 AND 2) Weighted average shares outstanding 10,060,975 9,993,576 Net effect of dilutive stock options - based on the treasury stock method using the period-end market price, if higher than the average market price 939,536 929,729 ----------- ------------- Total 11,000,511 10,923,305 =========== ============= Net income (loss) from continuing operations $ 2,472,760 $ 3,817,408 Subtract $0.08 cumulative preferred stock dividends (6,713) (65,878) ----------- ------------- Subtotal 2,466,047 3,751,530 Discontinued operations 689,601 (135,398) ----------- ------------- Total $ 3,155,648 $ 3,616,132 =========== ============= Net income (loss) per share from continuing operations $0.22 $0.34 ===== ===== Net income (loss) per share $0.29 $0.33 ===== =====
Notes (1) For the three month period ended June 30, 1996 and 1995, and for the nine month period ended June 30, 1996, a net loss was incurred, therefore the effect of common stock equivalents is anti-dilutive under both the primary and fully diluted stock computations. (2) For the nine month period ended June 30, 1995, under the treasury stock method, the period-end market price is less than the average market price during the period, therefore the effect is anti-dilutive. However, the per share share amount is the same under both the primary and fully-dilutive computations. -----END PRIVACY-ENHANCED MESSAGE-----