SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 11, 2002
ENTERCOM COMMUNICATIONS CORP.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 001-14461 23-1701044
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
401 City Avenue, Suite 409, Bala Cynwyd, Pennsylvania 19004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 660-5610
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Item 9. Regulation FD Disclosure
Entercom Communications Corp. ("Entercom") has included in this release selected
unaudited summary pro forma financial information for the year ended December
31, 2001 and the new outstanding share information resulting from Entercom's
recently completed equity offering of 4,025,000 shares of Class A common stock
on March 5, 2002 (including 525,000 shares sold pursuant to the underwriters'
over-allotment option on March 8, 2002). As of March 31, 2002, Entercom had
49,473,696 basic shares outstanding and for the three months ended March 31,
2002, expects the quarter's weighted basic shares to be approximately
46,600,000.
The unaudited summary pro forma information includes the effect of the following
transactions or events as though each had been completed as of January 1, 2001:
- The acquisition of two stations in Greensboro, NC. The company began
operations of these stations under a time brokerage agreement on
December 5, 2001 and completed the acquisition of these stations on
February 8, 2002.
- The acquisition of three stations in Denver from Tribune Broadcasting
Company. On February 1, 2002, the company began operating these
stations under a time brokerage agreement. The closing of the
transaction may be delayed at the option of Tribune, not to exceed
three years, and also is conditioned on the approval of the Federal
Communications Commission.
- The acquisition of one station in Denver from Emmis Communications
Corporation. On March 16, 2002, the company began operating this
station under a time brokerage agreement. The closing of this
transaction is expected to occur in the second quarter of 2002.
- The termination of a joint sales agreement for KING-FM in Seattle
effective February 28, 2002.
- The expiration in the second quarter of 2001 of the contract with the
Boston Celtics for broadcast of games on our Boston station WEEI-AM.
The unaudited summary pro forma information presented below sets forth our
historical net revenues, station operating expenses and broadcast cash flow for
the periods indicated as adjusted for the effects of the transactions or events
referenced above. Such information does not purport to represent what our
results of operations would actually have been had these transactions occurred
on the date indicated or to project our results of operations for any future
period or date. The unaudited summary pro forma information should be read in
conjunction with our consolidated financial statements included in our Annual
Report on Form 10-K for the year ended December 31, 2001 and our Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31, 2001, June 30,
2001 and September 30, 2001, including, in each case, the section "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained therein.
Summary Pro Forma Financial Information
(amounts in millions, unaudited)
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Three Months Ended Year Ended
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March 31, June 30, September 30, December 31, December 31,
2001 2001 2001 2001 2001
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Net Revenues $ 75.2 $ 102.3 $ 92.5 $ 90.6 $ 360.6
Station Operating Expenses 49.2 57.7 55.6 50.8 213.3
Broadcast Cash Flow (1) 26.0 44.6 36.9 39.8 147.3
(1) Broadcast cash flow consists of operating income before depreciation and
amortization, net expense (income) from time brokerage agreement fees, corporate
general and administrative expenses and net gains (losses) on sale of assets.
Although broadcast cash flow is not a measure of performance or liquidity
calculated in accordance with generally accepted accounting principles, Entercom
believes that these measures are useful in evaluating its performance because
they are widely used in the broadcast industry to measure a radio company's
operating performance. However, investors should not consider broadcast cash
flow in isolation or as a substitute for operating income, cash flows from
operating activities or any other measure for determining our operating
performance or liquidity that is calculated in accordance with generally
accepted accounting principles. In addition because broadcast cash flow is not
calculated in accordance with generally accepted accounting principles, it is
not necessarily comparable to similarly titled measures employed by other
companies.
This news announcement contains certain forward-looking statements that are
based upon current expectations and certain unaudited summary 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 U.S.
Securities and Exchange Commission. Readers should note that these statements
may be impacted by several factors including changes in the economic and
regulatory climate and the business of radio broadcasting, in general. The
unaudited summary pro forma information reflects adjustments and is presented
for comparative purposes only and does not purport to be indicative of what
actually would have occurred and is not indicative of future operating results
or financial position. Accordingly, our actual performance may differ materially
from those stated or implied herein. Entercom assumes no obligation to publicly
update or revise any unaudited summary pro forma information or forward-looking
statements.
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.
Date: April 11, 2002 By: /s/ Stephen F. Fisher
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Stephen F. Fisher
Executive Vice President and Chief
Financial Officer