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8-K - FORM 8-K - AUDACY, INC.d350390d8k.htm

Exhibit 99.1

 

LOGO

Entercom Communications Corp.

Reports First Quarter Results

(Bala Cynwyd, Pa. May 10, 2012) Entercom Communications Corp. (NYSE: ETM) today reported financial results for the quarter ended March 31, 2012.

First Quarter Highlights

 

   

Net revenues for the quarter decreased 3% to $80.0 million

 

   

Station expenses decreased 4% to $59.6 million

 

   

Station operating income decreased 1% to $20.4 million

 

   

Adjusted EBITDA was flat at $15.1 million

David J. Field, President and Chief Executive Officer stated: “Entercom’s first quarter adjusted EBITDA was flat versus the prior year as operating expenses declined 4%, offsetting the dilutive impact of our extensive 2011 station reformatting on Q1 revenue. We expect these reformatted brands to have a small positive impact on second quarter revenues, with further sequential progress during the second half of the year. Our brand launches and ongoing listener and advertiser related innovation have strengthened our competitive position and enhanced our future growth prospects.”

Additional Information

In April, the Company entered into a definitive agreement to acquire the leading urban station in the San Francisco market 102.9 KBLX-FM (“KBLX”) from Inner City Media Corporation and its subsidiaries for $25.0 million in cash. KBLX is now the fourth brand in the Company’s San Francisco cluster, joining its existing lineup of adult contemporary 96.5 KOIT-FM, sports talk The Game 95.7 KGMZ-FM and classic rock 98.5/102.1 KUFX-FM. Entercom began operating KBLX under a time brokerage agreement on May 1. The closing of the transaction is subject to certain customary closing conditions, including approval of the Federal Communications Commission which is expected later this year.

During the quarter, the Company reduced its outstanding net senior debt by $17.4 million. As of March 31, 2012, the Company had $11.1 million in cash and $592.3 million of senior debt. Net interest expense increased in the first quarter by $8.1 million as a result of the Company’s recent refinancing of its prior credit facility which had very favorable borrowing costs.

 

Exhibit 99.1 - Page 1


Earnings Conference Call and Company Information

Entercom will hold a conference call regarding the quarterly earnings release on May 10, 2012 at 10:00 AM Eastern Time. Investors will have the opportunity to submit questions to the Company regarding the first quarter earnings release by emailing their inquiries to questions@Entercom.com. Questions should be sent at least 10 minutes prior to the call. The Company will only discuss inquiries made by email prior to the conference call. The public may access the conference call by dialing 888-889-0278 (passcode: Entercom). A replay of the conference call will be available and can be accessed either by dialing 888-566-0705 or by visiting the Company’s website: www.entercom.com. Additional information and reconciliation of same station results are available on the Company’s website at www.entercom.com.

Entercom Communications Corp. (NYSE: ETM), led by President and CEO David J. Field, is one of the five largest radio broadcasting companies in the United States, with a nationwide portfolio of 111 stations in 23 markets, including San Francisco, Boston, Seattle, Denver, Portland, Sacramento and Kansas City.

Known for developing unique and highly successful, locally-programmed stations, Entercom is home to some of radio’s most distinguished brands and compelling personalities. The company is also the radio broadcast partner of the Boston Red Sox, Boston Celtics, Buffalo Bills, Buffalo Sabres, Kansas City Royals, Memphis Grizzlies, New Orleans Saints, Oakland Athletics and San Jose Sharks.

Entercom focuses on creating effective integrated marketing solutions for its customers that incorporate the company’s audio, digital and experiential assets. Additionally, the company has a long-standing commitment to responsible corporate citizenship and environmental stewardship. Entercom stations play a vital, hands-on role in improving their communities, providing over $100 million in annual support for local charitable organizations.

The company’s radio stations have received numerous awards, including multiple Edward R. Murrow Awards for excellence in broadcast journalism and National Association of Broadcasters (NAB) Marconi Awards for excellence in radio broadcasting.

For more information, please visit www.entercom.com.

Certain Definitions

All references to per share data, unless stated otherwise, are presented as per diluted share. All references to shares outstanding, unless stated otherwise, are presented to exclude unvested restricted stock units. All references to net debt are outstanding debt net of cash on hand.

Station expenses consist of station operating expenses excluding non-cash compensation expense.

Corporate expenses consist of corporate general and administrative expenses excluding non-cash compensation expense.

 

Exhibit 99.1 - Page 2


Station operating income consists of operating income (loss) before: depreciation and amortization; time brokerage agreement fees (income); corporate general and administrative expenses; non-cash compensation expense (which is otherwise included in station operating expenses); impairment loss; merger and acquisition costs; and gain or loss on sale or disposition of assets.

Adjusted EBITDA consists of net income (loss), adjusted to exclude: income taxes (benefit); total other expense; depreciation and amortization; time brokerage agreement fees (income); non-cash compensation expense (which is otherwise included in station operating expenses and corporate G&A expenses); impairment loss; merger and acquisition costs; and gain or loss on sale or disposition of assets.

Free cash flow consists of operating income (loss): (i) plus depreciation and amortization, net (gain) loss on sale or disposal of assets; non-cash compensation expense (which is otherwise included in station operating expenses and corporate general and administrative expenses), impairment loss; merger and acquisition costs; and (ii) less net interest expense (excluding amortization of deferred financing costs), taxes paid and capital expenditures.

Adjusted net income consists of net income (loss) adjusted to exclude: (i) income taxes (benefit) as reported; (ii) gain/loss on sale of assets, derivative instruments and investments; (iii) non-cash compensation expense; (iv) other income; (v) impairment loss; (vi) merger and acquisition costs; and (vii) gain/loss on early extinguishment of debt. For purposes of comparability, income taxes are reflected at the expected statutory federal and state income tax rate of 42% without discrete items of tax.

Adjusted net income per share includes any dilutive equivalent shares when not anti-dilutive.

Same station 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 (excluding non-cash compensation expense).

Non-GAAP Financial Measures

It is important to note that station operating income, station expense, corporate expense, same station net revenues, same station expenses, same station operating income, adjusted EBITDA, adjusted net income, adjusted net income per share 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 as a measure of a radio company’s operating performance.

 

Exhibit 99.1 - Page 3


Certain adjusted non-GAAP financial measures are presented in this release (e.g., adjusted net income and adjusted net income per share). The adjustments exclude gain/loss on sale of assets, derivative instruments, and investments; non-cash compensation expense, other income, impairment loss and gain/loss on early extinguishment of debt. Management believes these adjusted non-GAAP measures provide useful information to Management and investors by excluding certain income, expenses and gains and losses that may not be indicative of the Company’s core operating and financial results. Similarly, Management believes these adjusted measures are a useful performance measure because certain items included in the calculation of net income (loss) may either mask or exaggerate trends in the Company’s ongoing operating performance. Further, the reconciliations corresponding to these adjusted measures, by identifying the individual adjustments, provide a useful mechanism for investors to consider these adjusted measures with some or all of the identified adjustments.

Management uses these non-GAAP financial measures on an ongoing basis to help track and assess the Company’s financial performance. You, however, should not consider non-GAAP measures in isolation or as substitutes for net income (loss), 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. The accompanying financial tables provide reconciliations to the nearest GAAP measure of all non-GAAP measures provided in this release.

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 reflect adjustments and are presented for comparative purposes only and do 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-Operations and Chief Financial Officer

610-660-5647

 

Exhibit 99.1 - Page 4


First Quarter 2012

Earnings Release

ENTERCOM COMMUNICATIONS CORP.

FINANCIAL DATA

(amounts in thousands, except per share data)

(unaudited)

 

     Three Months Ended
March 31,
 
     2012     2011  

STATEMENTS OF OPERATIONS

    

Net Revenues

   $ 79,966      $ 82,514   
  

 

 

   

 

 

 

Station Expenses

     59,567        61,815   

Station Expense - Non-Cash Compensation

     106        105   

Corporate Expenses

     5,337        5,586   

Corporate Expenses - Non-Cash Compensation

     1,291        3,035   

Depreciation And Amortization

     2,759        2,892   

Merger And Acquisition Costs

     —          1,542   

Net Time Brokerage Agreement Fees

     —          244   

Net Loss On Sale Or Disposition of Assets

     16        20   
  

 

 

   

 

 

 

Total Operating Expenses

     69,076        75,239   
  

 

 

   

 

 

 

Operating Income

     10,890        7,275   
  

 

 

   

 

 

 

Other Expense (Income) Items:

    

Net Interest Expense

     14,073        5,972   

Net Gain On Derivative Instruments

     (788     —     

Other Income

     (13     —     
  

 

 

   

 

 

 

Total Other Expense

     13,272        5,972   
  

 

 

   

 

 

 

Income Before Income Taxes (Benefit)

     (2,382     1,303   

Income Taxes (Benefit))

     (1,333     282   
  

 

 

   

 

 

 

Net Income

   $ (1,049   $ 1,021   
  

 

 

   

 

 

 

Net Income Per Share - Basic

   $ (0.03   $ 0.03   
  

 

 

   

 

 

 

Net Income Per Share - Diluted

   $ (0.03   $ 0.03   
  

 

 

   

 

 

 

Weighted Common Shares Outstanding - Basic

     36,483        36,053   
  

 

 

   

 

 

 

Weighted Common Shares Outstanding - Diluted

     36,483        37,865   
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

    

Capital Expenditures

   $ 881      $ 869   
  

 

 

   

 

 

 

Income Taxes Paid

   $ 99      $ 82   
  

 

 

   

 

 

 

Cash Interest

   $ 7,026      $ 4,818   
  

 

 

   

 

 

 
     March 31,  
     2012     2011  

SELECTED BALANCE SHEET DATA

    

Cash And Cash Equivalents

   $ 11,061      $ 1,330   

Total Assets

     912,514        896,524   

Current Debt

     16,886        203,026   

Senior Debt (including Current Debt)

     592,276        638,155   

Senior Notes

     217,162        —     

Total Shareholders’ Equity

     251,254        175,139   

 

Exhibit 99.1 - Page 5


OTHER FINANCIAL DATA

     Three Months Ended
March 31,
 
     2012     2011  

Reconciliation Of GAAP Station Operating Expenses To Station Expenses

    

Station Operating Expenses

   $ 59,673      $ 61,920   

Station Expenses - Non-Cash Compensation

     (106     (105
  

 

 

   

 

 

 

Station Expenses

   $ 59,567      $ 61,815   
  

 

 

   

 

 

 

Reconciliation Of GAAP Corporate General & Administrative Expenses To Corporate Expenses

    

Corporate General & Administrative Expenses

   $ 6,628      $ 8,621   

Corporate Expenses - Non-Cash Compensation

     (1,291     (3,035
  

 

 

   

 

 

 

Corporate Expenses

   $ 5,337      $ 5,586   
  

 

 

   

 

 

 

Reconciliation Of GAAP Operating Income To Station Operating Income

    

Operating Income

   $ 10,890      $ 7,275   

Corporate Expenses

     5,337        5,586   

Corporate Expenses - Non-Cash Compensation

     1,291        3,035   

Station Expenses - Non-Cash Compensation

     106        105   

Depreciation And Amortization

     2,759        2,892   

Merger And Acquisition Costs

     —          1,542   

Net Time Brokerage Agreement Fees

     —          244   

Net Loss On Sale Or Disposition of Assets

     16        20   
  

 

 

   

 

 

 

Station Operating Income

   $ 20,399      $ 20,699   
  

 

 

   

 

 

 

Reconciliation Of GAAP Net Income (Loss) To Adjusted EBITDA

    

Net Income (Loss)

   $ (1,049   $ 1,021   

Income Taxes (Benefit)

     (1,333     282   

Total Other Expense

     13,272        5,972   

Corporate Expenses - Non-Cash Compensation

     1,291        3,035   

Station Expenses - Non-Cash Compensation

     106        105   

Depreciation And Amortization

     2,759        2,892   

Merger And Acquisition Costs

     —          1,542   

Net Time Brokerage Agreement Fees

     —          244   

Net Loss On Sale Or Disposition of Assets

     16        20   
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 15,062      $ 15,113   
  

 

 

   

 

 

 

Reconciliation Of GAAP Net Income (Loss) To Free Cash Flow

    

Net Income (Loss)

   $ (1,049   $ 1,021   

Depreciation And Amortization

     2,759        2,892   

Deferred Financing Costs Included In Interest Expense

     1,118        963   

Amortization Of Original Issue Discount Included In Interest Expense

     59        —     

Non-Cash Compensation Expense

     1,397        3,140   

Net Loss On Sale Or Disposition of Assets

     16        20   

Merger And Acquisition Costs

     —          1,542   

Net Gain On Derivative Instruments

     (788     —     

Other Income

     (13     —     

Income Taxes (Benefit)

     (1,333     282   

Capital Expenditures

     (881     (869

Income Taxes Paid

     (99     (82
  

 

 

   

 

 

 

Free Cash Flow

   $ 1,186      $ 8,909   
  

 

 

   

 

 

 

Reconciliation Of GAAP Operating Income To Free Cash Flow:

    

Operating Income

   $ 10,890      $ 7,275   

Depreciation and Amortization

     2,759        2,892   

Non-Cash Compensation Expense

     1,397        3,140   

Merger And Acquisition Costs

     —          1,542   

Interest Expense, Net of Interest And Dividend Income, Deferred Financing Costs & OID

     (12,896     (5,009

Capital Expenditures

     (881     (869

Net Loss On Sale Or Disposition of Assets

     16        20   

Income Taxes Paid

     (99     (82
  

 

 

   

 

 

 

Free Cash Flow

   $ 1,186      $ 8,909   
  

 

 

   

 

 

 

Reconciliation Of GAAP Net Income (Loss) To Adjusted Net Income (Loss)

    

Net Income (Loss)

   $ (1,049   $ 1,021   

Income Taxes (Benefit)

     (1,333     282   

Net Loss On Sale Or Disposition of Assets

     16        20   

Merger And Acquisition Costs

     —          1,542   

Net Gain On Derivative Instruments

     (788     —     

Other Income

     (13     —     

Non-Cash Compensation Expense

     1,397        3,140   
  

 

 

   

 

 

 

Adjusted Income (Loss) Before Income Taxes

     (1,770     6,005   

Income Taxes (Benefit)

     (743     2,522   
  

 

 

   

 

 

 

Adjusted Net Income (Loss)

   $ (1,027   $ 3,483   
  

 

 

   

 

 

 

Weighted Average Diluted Shares Outstanding

    

Weighted Average Diluted Shares Outstanding - Diluted, As Reported

     36,483        37,865   

Shares Considered Anti-Dilutive When Reporting A Net Loss

     1,126        —     

Shares Considered Anti-Dilutive When Reporting An Adjusted Net Loss

     (1,126     —     
  

 

 

   

 

 

 

Weighted Average Diluted Shares Outstanding - Diluted

     36,483        37,865   
  

 

 

   

 

 

 

Adjusted Net Income (Loss) Per Share - Diluted

   $ (0.03   $ 0.09   
  

 

 

   

 

 

 

 

Exhibit 99.1 - Page 6