UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2001
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________.
Commission File Number: 333-44177
BRILL MEDIA COMPANY, LLC
(Exact name of registrant as specified in its charter)
Virginia 52-2071822
(State of Formation) (I.R.S. Employer Identification No.)
(812) 423-6200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: None
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 such filing
requirements for the past 90 days.
_X_ YES ___ NO
STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
NON-AFFILIATES OF THE REGISTRANT
None
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
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Item
Part No No Description Page No
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I 1 Business 3
2 Properties 19
3 Legal Proceedings 20
4 Submission of Matters to a Vote of Security Holders 20
II 5 Market for Registrant's Common Equity and Related
Stockholder Matters 20
6 Selected Consolidated Financial Data 20
7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 22
7A Quantitative and Qualitative Disclosures About Market
Risk 30
8 Financial Statements and Supplementary Data 32
9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 52
III 10 Directors and Executive Officers of the Registrant 52
11 Executive Compensation 54
12 Security Ownership of Certain Beneficial Owners and
Management 56
13 Certain Relationships and Related Transactions 56
IV 14 Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 58
- --------------------------------------------------------------------------------
2
PART I
ITEM 1. BUSINESS
General
Brill Media Company, LLC, a Virginia limited liability company (BMC),
collectively with its direct and indirect subsidiaries (Subsidiaries), is
referred to herein as the "Company." The Company is a diversified media
enterprise that acquires, develops, manages, and operates radio stations,
newspapers and related businesses in middle markets. The Company presently owns,
operates, or manages thirteen radio stations (Stations) serving four markets
located in Pennsylvania, Kentucky/Indiana, Colorado, and Minnesota/Wisconsin.
The Company's newspaper businesses (Newspapers) operate integrated newspaper
publishing, printing and print advertising distribution operations, providing
total-market print advertising coverage throughout a thirty-six county area in
the central and northern portions of the lower peninsula of Michigan. These
operations offer a three-edition daily newspaper, twenty-three weekly
publications, two monthly real estate guides, two web offset printing operations
for Newspapers' publications and outside customers, and three private
distribution systems.
The Company is wholly owned indirectly by Alan R. Brill (Mr. Brill),
who founded the business and began its operations in 1981. The Company's overall
operations, including its sales and marketing strategy, long-range planning, and
management support services are managed by Brill Media Company, L.P. (BMCLP), a
limited partnership indirectly owned by Mr. Brill. See "Item 13. Certain
Relationships and Related Transactions" beginning on page 56.
The Company generally considers radio "middle markets" to be markets
ranked 80 to 200 by the Arbitron Company (Arbitron). The Company considers
"middle markets" for purposes of its newspaper operations to be generally
comparable to the smaller markets in such range.
Recently Completed Transactions
In October 1999, the Company submitted the winning bid of $1,561,000 in
accordance with the FCC rules for auctioning broadcast spectrum for a new FM
radio broadcast signal in Wellington, Colorado. The Company paid the FCC an
initial deposit of $312,000 in October 1999 with the balance due after final FCC
authorization. In April 2000, the Company received FCC authorization and
licensing of the station was completed and the remaining amount of $1,249,000
was paid. The Company expects to begin broadcasting in fiscal 2002.
In November 2000, certain wholly-owned subsidiaries of the Company paid
$1,099 in cash to acquire 100% of the membership interests of TSB IV, LLC (T4L),
a Virginia limited liability company, pursuant to an Agreement for Transfer of
Membership Interest. Simultaneously, Mr. Brill made a capital contribution of
$1,099 in cash to the
3
Company. Prior to the transaction, T4L had been a Managed Affiliate of the
Company as described in Note 9 to the consolidated financial statements of the
Company for the fiscal year ended February 28, 2001 and was indirectly owned by
Mr. Brill.
The consolidated financial statements give retroactive effect to the
acquisition of T4L, which was accounted for similar to a pooling-of-interests
due to the related party nature of the transaction. Accordingly, the net assets
acquired from T4L were recorded at T4L's book value and the results of
operations of the Company include the historical results of operations of T4L.
T4L's assets, at book value, included current assets of $394,000,
broadcasting equipment of $1,501,000 and intangibles of $5,770,000. T4L's
liabilities totaled approximately $14 million at November 17, 2000 and included
accounts payable, other accrued expenses, a promissory note payable of
$12,906,000 to the Company, as well as other purchase money and capital lease
obligations including a capitalized lease to a related party.
In addition, for the years ended February 29, 2000 and February 28,
1999 revenues were $2,219,000 and $2,256,000 and net loss was $1,669,000 and
$1,513,000, respectively.
Radio Stations Overview
Unless otherwise indicated herein, rank for the Company's markets has
been obtained from Arbitron's RADIO MARKET REPORT issued during the spring of
2001 reporting on fall 2000 research. Station cluster revenue rankings of the
Company's radio markets have been derived by comparing the Company's revenues in
each market to the revenues for the Company's competitors (utilizing the
estimated revenues for each competing radio station as provided by BIA
Publications, Inc.).
The terms local marketing agreement (LMA), time brokerage agreement
(TBA) and joint sales agreement (JSA) are referred to in various places in this
Report. An LMA or TBA refers to an agreement, although it may take various
forms, under which one party agrees in consideration of a fee paid to provide,
on a cooperative basis, the programming, sales, marketing and similar services
for a separately owned radio station located in the same radio market and
realize the financial benefit of such activities. A JSA refers to an agreement,
similar to an LMA or TBA, under which a radio station agrees to provide the
sales and marketing services for another station while the owner of such other
radio station provides the programming for such other radio station. LMAs, TBAs
and JSAs are more fully described in "Federal Regulation of Radio Broadcasting"
beginning on page 11.
4
Set forth below is a list of the Stations, specifying their
broadcasting frequency, Federal Communications Commission (FCC) class, format,
control, market, Arbitron market rank and station cluster rank by revenues in
the respective market coverage area.
Station Cluster
FCC Owned/ Arbitron Rank by Market
Station Frequency Class Format Managed Market(s) Market Revenue Share
------- --------- ----- ------ ------- --------- Rank -------------
----
WIOV-FM 105.1(1) FM-B Country Owned Lancaster, PA(1) 112 11
Reading, PA(1) 133 3
WBKR-FM 92.5 FM-C Country Owned (Evansville, IN 129(2) 1
WKDQ-FM 99.5 FM-C Country Owned and Owensboro/
WSTO-FM 96.1 FM-C Adult Hits Managed (3) Henderson, KY)
WOMI-AM 1490 AM-C News/Talk Owned
WVJS-AM 1420 AM-B News/Talk Operated
pursuant
to a TBA
KTRR-FM 102.5 FM-C2 Adult Hits Owned (Fort Collins/ 131 1
KUAD-FM 99.1 FM-C1 Country Owned Greeley/
Loveland, CO)
KKCB-FM 105.1 FM-C1 Country Owned (Duluth, MN/ 224(4) 1
KLDJ-FM 101.7 FM-C2 Oldies Owned Superior, WI)
KUSZ-FM 107.7 FM-C2 Adult Hits Owned
WEBC-AM 560 AM-B News/Talk Owned
(1) WIOV-FM serves both Lancaster and Reading. The Company also owns and
operates WIOV-AM, an AM-C station in Reading. The station cluster revenue rank
for WIOV-FM includes WIOV-AM.
(2) The Company estimates that on a combined basis the Evansville / Owensboro /
Henderson market would have an Arbitron rank of 129 based on separate rankings
of 156 and 276 for Evansville and Owensboro, respectively. Station cluster
revenue rank for the Evansville/Owensboro/Henderson market is provided on the FM
station's primary Metro area and includes the associated AM. WBKR-FM's Metro
area is that of Owensboro with WKDQ-FM and WSTO-FM covering Evansville.
(3) WSTO-FM is managed by the Company and owned by an entity, which is
indirectly owned by Mr. Brill, but is not a Subsidiary (Managed Affiliate).
(4) The Company does not subscribe to the Arbitron service in this market. Both
market rank and revenue share have been estimated by the Company, without the
benefit of any independent investigation or confirmation of a paid service
provider.
5
Radio Industry Overview
Radio stations generate the majority of their revenue from the sale of
advertising time to local and national spot advertisers and national network
advertisers. Radio is considered an efficient means of reaching specifically
identified demographic groups. Radio stations are typically classified by their
on-air format, such as country, adult contemporary, oldies or news/talk. A radio
station's format and style of presentation enable it to target certain
demographic and geographic groups. By capturing a specific listening audience
share of a market's radio audience, with particular concentration in a targeted
demographic group, a radio station is able to market its broadcasting time to
advertisers seeking to reach a specific audience. Advertisers and radio stations
utilize data published by audience measuring services, such as Arbitron, to
estimate how many people within particular geographic markets and demographic
groups listen to specific radio stations.
A radio station's local sales staff generates the majority of its local
and regional advertising sales through direct solicitations of local advertising
agencies and businesses. To generate national advertising sales, a radio station
will engage a firm that specializes in soliciting radio advertising sales on a
national level. National sales representatives obtain advertising principally
from advertising agencies located outside the radio station's market and receive
commissions based on the revenue from the advertising obtained.
The Company believes that the radio business in middle markets differs
significantly from that of the major markets. This distinction is characterized
by the lesser number of radio stations in smaller markets, the lesser number of
advertising alternatives, the greater relevance of any single business (or radio
station) to the market's life, the greater proportion of advertising that is
sold locally as opposed to national accounts and the much smaller proportion of
advertising that is controlled by agencies. For these reasons, in middle markets
a radio station has greater flexibility in competitive and sales strategy and
has greater control, through its own direct marketing efforts, on its own
success, as compared to major markets.
With fewer competitors in a middle market, a radio station can pursue
listeners on a broader basis and serve a broader spectrum of advertisers, be
less subject to competitive changes of competitors and, most importantly, deal
directly with customers and around agencies if necessary to demonstrate and
convince advertisers of the effectiveness of advertising on the station. A radio
station does not have to wait for programming to be successful to draw customers
when it can deal with potential clients directly on the basis of its
effectiveness.
As a result of ownership deregulation (see "Federal Regulation of Radio
Broadcasting", beginning on page 11), middle market owners also can achieve the
mass and efficiencies of major market operations through multiple radio station
ownership. Such deregulation has greatly increased opportunities for ownership
of radio stations in middle markets and has greatly increased the liquidity of
radio station trading in the marketplace and, therefore, the liquidity that the
financing markets are willing to offer.
6
Newspapers Overview
Set forth below is a list of the Newspapers' publications in the state
of Michigan and their respective circulation.
Newspaper Location Circulation
----------------------------------------------------------------------------
Morning Sun Mt. Pleasant 13,275
Isabella County Herald Mt. Pleasant 11,355
Mt. Pleasant Buyers Guide Mt. Pleasant 28,605
Clare County Buyers Guide Clare 12,670
Alma Reminder Alma 19,730
Cadillac Buyers Guide Cadillac 19,825
Carson City Reminder Carson City 10,870
Edmore Advertiser Edmore 14,635
Hemlock Shoppers Guide Hemlock 10,945
Gladwin Buyers Guide Gladwin 16,880
Midland Buyers Guide Midland 24,555
St. Johns Reminder St. Johns 17,770
The Northeastern Shopper (2 Editions) Tawas City 40,300
Northern Star (2 Editions) Gaylord 19,550
Alpena Star Alpena 20,650
Presque Isle Star Alpena 6,450
Petoskey Star Ad-Vertiser Petoskey 10,150
Charlevoix County Star Petoskey 10,150
Star Ad-Vertiser Kalkaska 14,700
Star Buyer's Guide (2 Editions) West Branch 16,200
Roscommon County Star Prudenville 13,400
Straits Area Star Cheboygan 15,150
Preview Community Weekly Traverse City 31,260
AdVisor Community Weekly Honor 8,650
Northern Michigan Real Estate Guide Mt. Pleasant 18,500
Central Real Estate Guide Mt. Pleasant 16,000
The Newspapers serve a thirty-six county area of small communities in
the central and northern portions of the lower peninsula of Michigan, where
there are few other newspapers, one local television station, and few radio
stations. The Company has central offices and production facilities in Mt.
Pleasant, Michigan and Gaylord, Michigan and leads the central and northern
Michigan markets in media billings.
The Company's three edition daily newspaper, the MORNING SUN, has paid
daily circulation of 11,880 and paid Sunday circulation of 13,075 subscribers
and is the only daily newspaper published in Gratiot, Isabella and Clare
counties. The Company's twenty-six weeklies and two monthly real estate guides
are delivered free to more than 400,000 households in the central and northern
portions of the lower peninsula of Michigan. The Company's multiple products and
private delivery systems permit advertisers to buy customized receivership and
readership in the portion of the local
7
market(s) that best reaches their potential customers. The Company also
publishes numerous niche publications such as vacation guides. The Newspapers
have a widely diversified base of advertising and printing customers and during
the year ended February 28, 2001, no one customer represented more than 2% of
the Company's revenues.
The Newspapers' market covers an area approximately 120 miles by 240
miles, containing a total population in excess of 900,000 people. The area's
relatively low population density makes print the only medium to serve the
market efficiently. The Newspapers' market coverage includes the Michigan
counties of Alcona, Alpena, Antrim, Arenac, Benzie, Clare, Charlevoix,
Cheboygan, Clinton, Crawford, Emmet, Gladwin, Grand Traverse, Gratiot, Ionia,
Iosco, Isabella, Kalkaska, Leelanau, Mecosta, Midland, Missaukee, Montcalm,
Montmorency, Oscoda, Ogemaw, Osceola, Otsego, Presque Isle, Roscommon, Wexford
and parts of Bay, Lake, Saginaw, Shiawassee and Mackinac counties.
DISTRIBUTION. In addition to delivering its publications, the
Newspapers also deliver over 125 million advertising insert pieces per year to
residents in the central and northern portions of the lower peninsula of
Michigan. Customized delivery to a particular zone can be specifically created
for an advertiser to reach as few as 150 households or more than 400,000
households on a given day at less than half the cost charged by the post office.
Newspapers' distribution systems include approximately 685 independent
contractors and enable an advertiser to buy any part of the Company's
distribution area that best serves the advertiser's needs.
Newspaper Industry Overview
Newspaper publishing is one of the oldest and largest segments of the
media industry. Newspapers are an important medium for local advertising. The
newspaper industry in the United States is comprised of the following segments:
national and major metropolitan dailies; small metropolitan suburban dailies;
suburban and community non-dailies; and free circulation "total market coverage"
publications and shoppers (Shoppers).
In many communities, the local newspaper provides a combination of
social and economic connections which make it attractive for readers and
advertisers alike. The Company believes that small metropolitan and suburban
dailies as well as suburban and community non-dailies and Shoppers are generally
effective in addressing the needs of local readers and advertisers under widely
varying economic conditions. The Company believes that because small
metropolitan and suburban daily newspapers rely on a broad base of local retail
and local classified advertising rather than more volatile national and major
account advertising, their advertising revenues tend to be relatively stable. In
addition, the Company believes such newspapers tend to publish information which
is of particular interest to the local reader and which national and major
metropolitan newspapers, television and radio generally do not report to the
same extent. Most small metropolitan and suburban daily newspapers are the only
daily local newspapers in the communities they serve. The Company believes that
relatively few daily newspapers
8
have been established in recent years due to the high cost of starting a daily
newspaper operation and building a franchise identity.
Shoppers provide nearly 100% household penetration in their areas of
distribution and generally derive revenues solely from advertising. These
publications have limited or no news or editorial content. The Shoppers are
delivered by carriers and are free to the consumer.
The newspaper industry, as represented by larger markets at one end and
smaller markets on the other, is composed of two distinct sub-industries. They
differ particularly because of the influences of size, alternative claims on
readers' attention, alternative advertising vehicles, alternative newspaper
competitors, methods and costs of distribution, labor costs and flexibility,
other cost structures, and significance of the product to its readers and
customers. In all of these parameters the Company believes that in middle
markets, these factors are more favorable to the financial results and stability
of a newspaper business. These factors also create a more vital product for the
readers in a middle market than newspapers may be in a major market, which
typically has numerous and diverse information and entertainment sources.
Acquisition Strategy
The Company seeks to acquire under performing middle market media
businesses whose acquisition costs are low relative to potential revenues and
cashflow. The Company focuses on developing significant long-term franchises in
middle markets. The Company then seeks to improve revenues and cashflow, using
its particular promotional, marketing, sales, programming and editorial
approaches. The Company targets businesses that it believes operate in
underdeveloped market segments with a low level of competition and a strong
economic base, as well as radio stations with competitive technical facilities
and businesses that are located in areas deemed desirable for relocation in
terms of personnel recruitment.
The Company believes that its acquisition strategy, properly
implemented, has a number of specific benefits, including (i) diversification of
revenues and cashflow across a broader base of industries, properties and
markets, (ii) geographic clustering which has allowed improved cashflow margins
through the consolidation of facilities, centralized newsgathering,
cross-selling of advertising and elimination of redundant expenses, (iii)
improved access to consultants and other industry resources, (iv) greater appeal
to qualified industry management talent and (v) efficiencies from economies of
scale.
If and when achieved, new acquisitions may adversely affect near-term
operating results due to increased capital requirements, transitional management
and operating adjustments, increased interest costs associated with acquisition
debt, and other factors. Any future acquisitions may be highly-leveraged, and
such acquisitions well may increase the Company's overall leveraged position.
There can be no assurance that debt or equity financing for such acquisitions
will be available on acceptable terms, or that the Company will be able to
identify or consummate any new acquisitions. Any failure to
9
make necessary acquisitions, or the making of unsuccessful acquisitions, could
have a material adverse effect on the future financial condition and operating
results of the Company.
Advertising Sales
Virtually all of the Company's revenue is generated from local,
regional and national advertising for its Stations and Newspapers. During the
year ended February 28, 2001, approximately 97% of the Company's revenues were
generated from the sale of local and regional advertising. Additional revenue is
generated from the sale of national advertising, network compensation payments
and other miscellaneous transactions. The major categories of the Company's
advertisers include retailers, restaurants, fast food, automotive and grocery.
Each local sales staff solicits advertising either directly from the local
advertiser or indirectly through an advertising agency with emphasis placed on
direct contact. In so doing, the Company seeks to address individual advertiser
needs and more effectively design an advertising campaign to help the advertiser
sell its product. The Company employs personnel in each of its markets to
produce advertisements for the customers. National sales are obtained via
outside firms specializing in advertising on a national level. The firms are
paid a commission based on a percentage of gross revenue from national
advertising. The Company's local sales staff predominantly generates local and
regional sales.
Competition
GENERAL. Each of the Company's Stations and Newspapers competes in
varying degrees with other newspapers, magazines, direct mail, free shoppers,
outdoor advertising, other FM and AM radio stations, television and cable
television stations, and other media present within their respective markets.
Radio broadcasting and newspaper distribution also are exposed to competition
from developing media technologies, such as the delivery of audio programming
through cable television or telephone wires, the introduction of digital radio
broadcasting, which may provide a medium for the delivery by satellite or
terrestrial means of multiple audio programming formats to local and national
audiences, the increasing development and use of direct mail advertising, the
growth of wireless communications and fiber optic delivery systems, the
development of televised shopping programs, the potential for televised
"newspapers," and the increasing growth of the Internet. The Stations and
Newspapers also may encounter competition from future, unforeseen developments
in technology that subsequently may be commercialized, and at all times they
will face potential, additional competition from new or expanding market
entrants. The Company cannot predict what effect, if any, these or other new
technologies or competitors may have on the Company.
RADIO. The radio broadcasting industry is highly competitive. The
success of each of the Company's Stations in its middle markets depends largely
upon the effectiveness of its direct marketing and sales efforts and its share
of the overall advertising revenue within its market supported by its audience
ratings. The Company's
10
audience ratings and advertising revenues are subject to change, and any adverse
change in a particular market affecting advertising expenditures or in the
relative market positions of the radio stations located in that market could
have a material adverse effect on the revenue of the Company's Stations located
in that market. There can be no assurance that any one of the Company's Stations
will be able to maintain or increase its current audience ratings or advertising
revenue market share.
Past changes in the FCC's policies and rules permit increased ownership
and operation of multiple local radio stations. Management believes that radio
stations that operate under common management or elect to take advantage of
joint arrangements such as LMAs or JSAs may in certain circumstances have lower
operating costs and may be able to offer advertisers more attractive rates and
services. Although the Company currently operates multiple Stations in each of
its markets and intends to pursue the creation of additional multiple radio
station groups, the Company's competitors in certain markets include operators
of multiple radio stations or operators who already have entered into LMAs or
JSAs. The Company also competes with other radio station groups to purchase
additional radio stations. Some of these groups are owned or operated by
companies that have substantially greater financial and other resources than the
Company.
NEWSPAPERS. The Company's Newspapers compete primarily with other daily
and weekly newspapers, shoppers, shared mail packages and other local
advertising media. The Newspapers also compete in varying degrees for
advertisers and readers with magazines, other radio stations, broadcast
television, telephone book directories and other communications media that
operate in their markets. The Company believes that its production systems and
technologies, which enable it to publish separate editions in narrowly targeted
zones, allow it to compete effectively in its markets.
Federal Regulation of Radio Broadcasting
GENERAL. The ownership, operation and sale of broadcast stations,
including those licensed to the Company, are subject to the jurisdiction of the
FCC, which acts under authority derived from the Communications Act of 1934, as
amended (Communications Act). Among other things, the FCC assigns frequency
bands for broadcasting; issues broadcast station licenses; determines whether to
approve changes in ownership or control of broadcast station licenses; regulates
certain equipment used by broadcast stations; adopts and implements regulations
and policies that directly or indirectly affect the ownership, operation and
employment practices of broadcast stations, and has the power to impose
penalties for violations of its rules under the Communications Act.
The following is a brief summary of certain provisions of the
Communications Act and of specific FCC regulations and policies. Failure to
observe these or other rules and policies can result in the imposition of
various sanctions, including monetary forfeitures, the grant of "short" (less
than the maximum) license renewal terms or, for particularly egregious
violations, the denial of a license renewal application, the
11
revocation of a license or the denial of FCC consent to acquire additional
broadcast properties or to sell presently-owned broadcast properties
unconditionally. Reference should be made to the Communications Act, FCC rules
and the public notices and rulings of the FCC for further information concerning
the nature and extent of federal regulation of broadcast stations.
LICENSE GRANT AND RENEWAL. Radio broadcast licenses are granted for
maximum terms of eight years. Licenses may be renewed through an application to
the FCC. The FCC may not consider competing applications for the frequency being
used by the renewal applicant if the FCC finds that the broadcast station has
served the public interest, convenience and necessity, that there have been no
serious violations by the licensee or by parties with attributable interests in
the licensee of the Communications Act or the rules and regulations of the FCC,
and that there have been no other violations by the licensee or by parties with
attributable interests in the licensee of the Communications Act or the rules
and regulations of the FCC that, when taken together, would constitute a pattern
of abuse.
Petitions to deny license renewals can be filed by interested parties,
including members of the public. Such petitions may raise various issues before
the FCC. The FCC is required to hold hearings on renewal applications if the FCC
is unable to determine that renewal of a license would serve the public
interest, convenience and necessity, or if a petition to deny raises a
"substantial and material question of fact" as to whether the grant of the
renewal application would be prima facie inconsistent with the public interest,
convenience and necessity. Also, during certain periods when a renewal
application is pending, the transferability of the applicant's license is
restricted. No such petitions are currently pending against any of the Company's
Stations.
The FCC classifies each AM and FM station. An AM station operates on a
clear channel, regional channel or local channel. A clear channel is one on
which AM stations are assigned to serve wide areas. Clear channel AM stations
are classified as either: Class A stations, which operate on an unlimited time
basis and are designed to render primary and secondary service over an extended
area; Class B stations, which operate on an unlimited time basis and are
designed to render service only over a primary service area; and Class D
stations, which operate either during daytime hours only, during limited times
only or on an unlimited time basis with low nighttime power. A regional channel
is one on which Class B and Class D AM stations may operate and serve primarily
a principal center of population and the rural areas contiguous to it. A local
channel is one on which AM stations operate on an unlimited time basis and serve
primarily a community and the suburban and rural areas immediately contiguous
thereto. Class C AM stations operate on a local channel and are designed to
render service only over a primary service area that may be reduced as a
consequence of interference.
Its class determines the minimum and maximum facilities requirements
for an FM station. FM class designations depend upon the geographic zone in
which the transmitter of the FM station is located. In general, commercial FM
stations are
12
classified as follows, in order of increasing power and antenna height: Class A,
B1, B, C3, C2, C1, C0 and C. The parameters for each classification are as
follows:
Class Maximum Power Maximum Antenna Height (HAAT)* in Meters
- ---------- ------------------- -----------------------------------------------
A 6 kw 100
B1 25 kw 100
B 50 kw 150
C3 25 kw 100
C2 50 kw 150
C1 100 kw 299
C0 100 kw 450
C 100 kw 600
* Height Above Average Terrain
The following table sets forth the market, call letters, FCC license
classification, HAAT, power and frequency of each of the Stations owned,
operated or managed by the Company, and the date on which each Station's FCC
license expires.
FCC HAAT in Power in Date of FCC
Market Station Class Meters Kilowatts Frequency License
----------------------- ------------ --------- ------------- --------------- ------------ ----------------
Lancaster/Reading, PA WIOV-FM B 212 25 105.1 mhz 8/1/06
WIOV-AM C NA 1 1240 khz 8/1/06
Evansville, IN and WBKR-FM C 320 100 92.5 mhz 8/1/04
Owensboro/Henderson, WOMI-AM C NA 1 1490 khz 8/1/04
KY WVJS-AM B NA 5 1420 khz 8/1/04
WSTO-FM C 303 100 96.1 mhz 8/1/04
WKDQ-FM C 300 100 99.5 mhz 8/1/04
Fort Collins/Greeley/ KUAD-FM C1 200 100 99.1 mhz 4/1/05
Loveland, CO KTRR-FM C2 150 50 102.5 mhz 4/1/05
Duluth, MN and KKCB-FM C1 240 100 105.1 mhz 4/1/05
Superior, WI KLDJ-FM C2 251 25 101.7 mhz 4/1/05
WEBC-AM B NA 5 560 khz 4/1/05
KUSZ-FM C2 278 50 107.7 mhz 4/1/05
The Company holds a construction permit issued by the FCC to construct
a new FM broadcast station on channel 232, licensed to Wellington, Colorado,
which is part of the Fort Collins/Greeley/Loveland, Colorado radio market. The
station will be a Class C3 facility and will operate on 94.3 mhz with a HAAT of
168 meters and a power of 8.7 kilowatts. This construction permit was issued on
April 21, 2000 and will expire on April 21, 2003 unless the station is
constructed and on the air prior to that date or the expiration of the permit
has been extended pursuant to the FCC rules.
OWNERSHIP MATTERS. The Communications Act prohibits the assignment of a
broadcast license or the transfer of control of a broadcast licensee without the
prior
13
approval of the FCC. In determining whether to assign, transfer, grant or renew
a broadcast license, the FCC considers a number of factors pertaining to the
licensee, including compliance with various rules limiting common ownership of
media properties, the "character" of the licensee and those persons holding
"attributable" interests therein, compliance with the Communications Act,
including the limitation on alien ownership, as well as compliance with other
FCC rules and policies. As part of the license renewal and transfer application
process, notice of the filing of such application is made and third parties are
provided with opportunities to file informal objections or formal petitions to
deny the application. Interested parties also may seek review of the grant of an
application by the full FCC and by federal courts.
The Communications Act and FCC rules also generally restrict the common
ownership, operation or control of radio broadcast stations serving the same
local market, of a radio broadcast station and a television broadcast station
serving the same local market, and of a radio broadcast station and a daily
newspaper serving the same local market. Under these "cross-ownership" rules,
absent waivers, the Company would not be permitted to acquire any television
broadcast station (other than low power television) in a local market where it
already owned any radio broadcast station, or acquire a daily newspaper and
retain such common ownership through the next renewal cycle for the radio
stations in the market where the daily newspaper is acquired.
In response to changes in the Communications Act adopted in 1996, the
FCC amended its multiple ownership rules to eliminate the national limits on
ownership of AM and FM stations. The FCC's broadcast multiple ownership rules
restrict the number of radio stations one person or entity may own, operate or
control on a local level. These limits are:
(i) in a market with 45 or more commercial radio stations, a person or
entity may own, operate or control or have an attributable ownership
interest in up to eight commercial radio stations, not more than five
of which are in the same service (FM or AM);
(ii) in a market with between 30 and 44 (inclusive) commercial radio
stations, a person or entity may own, operate or control or have an
attributable ownership interest in up to seven commercial radio
stations, not more than four of which are in the same service;
(iii) in a market with between 15 and 29 (inclusive) commercial radio
stations, a person or entity may own, operate or control or have an
attributable ownership interest in up to six commercial radio stations,
not more than four of which are in the same service; and
(iv) in a market with 14 or fewer commercial radio stations, a person
or entity may own, operate or control or have an attributable ownership
interest in up to five commercial radio stations, not more than three
of which are in the same
14
service, except that a person or entity may not own, operate or control
more than 50% of the radio stations in such market.
None of these multiple ownership rules requires any change in the
Company's current ownership of radio stations. However, these rules will limit
the number of additional stations which the Company may acquire or control in
the future in its markets.
The FCC generally applies its television/radio/newspaper
cross-ownership rules and its broadcast multiple ownership rules by considering
the "attributable," or cognizable interests held by a person or entity. A person
or entity can have an attributable interest in a radio station, television
station or daily newspaper by being an officer, director, partner, member or
shareholder of a company that owns that station or newspaper or by holding more
than one-third of the equity and debt of a broadcast licensee and either (i)
providing a significant amount of programming to that broadcast licensee or (ii)
owning another broadcast station in the same market. Whether that interest is
cognizable under the FCC's ownership rules is determined by the FCC's
attribution rules. If an interest is attributable, the FCC treats the person or
entity that holds that interest as the "owner" of the radio station, television
station or daily newspaper in question for purposes of applying the FCC's
ownership rules.
With respect to a corporation, officers and directors and persons or
entities that directly or indirectly can vote 5% or more of the corporation's
stock (20% or more of such stock in the case of insurance companies, investment
companies, bank trust departments and certain other "passive investors" that
hold such stock for investment purposes only) generally are attributed with
ownership of whatever radio stations, television stations and daily newspapers
the corporation owns.
With respect to a partnership, the interest of a general partner is
attributable, as is the interest of any limited partner who is "materially
involved" in the media-related activities of the partnership. Debt instruments
(except as noted above with respect to a one-third combination of debt plus
equity), nonvoting stock, options and warrants for voting stock that have not
yet been exercised, limited partnership interests where the limited partner is
not "materially involved" in the media-related activities of the partnership,
and minority (under 5%) voting stock, generally do not subject their holders to
attribution. Limited liability companies ("LLC"), are treated the same as
limited partnerships for purposes of the FCC attribution rules. Thus, if members
were insulated from material involvement in the media-related activities of the
LLC, their interests would not be attributable.
Since under the doctrine of attributed ownership, all of the Company's
Stations are deemed to be owned by Mr. Brill, the FCC multiple ownership rules
could serve to limit to some extent the ability of the Company to acquire
additional broadcast stations in some markets.
The FCC issued a Notice of Proposed Rule Making in MM Docket No. 00-244
on December 13, 2000 to consider whether to amend the rules insofar as they
determine the
15
size of a radio market and count the number of radio stations in a
market in which one party has attributable interests. Any changes in the FCCs
radio ownership rules that may be adopted in this proceeding could also limit to
some extent the ability of the Company to acquire additional radio broadcast
stations in some markets.
PROGRAMMING AND OPERATION. The Communications Act requires broadcasters
to serve the "public interest." Since 1981, the FCC gradually has relaxed or
eliminated many of the more formalized procedures it developed to promote the
broadcast of certain types of programming responsive to the needs of a broadcast
station's community of license. However, licensees continue to be required to
determine community problems, needs and interests, to broadcast programming that
is responsive to such problems, needs and interests, and to maintain records
demonstrating such responsiveness. Complaints from listeners concerning a
broadcast station's programming will be considered by the FCC when it evaluates
the licensee's renewal application, but such complaints also may be filed and
considered at any time.
Broadcast stations also must pay regulatory and application fees and
follow various FCC rules that regulate, among other things, political
advertising, the broadcast of obscene or indecent programming, sponsorship
identification and technical operations (including limits on radio frequency
radiation). The broadcast of contests and lotteries is regulated by FCC rules.
In the past, the FCC has also required licensees to develop and implement
programs designed to promote equal employment opportunities for women and
minorities and submit reports to the FCC on these matters annually and in
connection with a renewal application. Recent court decisions have held that the
FCC's equal employment rules are unconstitutional, and the FCC has suspended
those rules pending further review.
Failure to observe these or other rules and policies can result in the
imposition of various sanctions, including monetary forfeitures, the grant of
"short" (less than the maximum) renewal terms or, for particularly egregious
violations, the denial of a license renewal application or the revocation of a
license.
FCC rules regarding human exposures to levels of radio frequency
radiation require applicants for new broadcast stations, renewals of broadcast
licenses or modifications of existing licenses to inform the FCC at the time of
filing such applications whether a new or existing broadcast facility would
expose people to radio frequency radiation in excess of certain guidelines. More
restrictive radiation limits became effective on October 15, 1997. To date, such
regulations have not had a material effect on the Company's business and the
Company anticipates that such regulations will not have a material effect on its
business in the future.
LOCAL MARKETING AGREEMENTS. Since the early 1990s, a number of radio
stations, including certain of the Company's Stations, have entered into LMAs
and TBAs. These agreements take various forms. Separately-owned and licensed
radio stations may agree to function cooperatively in terms of programming,
advertising sales
16
and other matters, subject to compliance with the antitrust laws and the FCC's
rules and policies, including the requirement that the licensee of each radio
station maintain independent control over the programming and other operations
of its own radio station. The FCC has held that such agreements do not violate
the Communications Act as long as the licensee of the radio station that is
being substantially programmed by another entity maintains responsibility for,
and control over, operations of its radio station and otherwise ensures
compliance with applicable FCC rules and policies and that the entity providing
the programming is in compliance with the FCC local ownership rules.
A radio station that brokers substantial time on another radio station
in its market or engages in an LMA with a radio station in the same market will
be considered to have an attributable ownership interest in the brokered radio
station for purposes of the FCC's ownership rules, discussed above. As a result,
a radio station may not enter into an LMA that allows it to program more than
15% of the broadcast time, on a weekly basis, of another local radio station
that it could not own under the FCC's local multiple ownership rules. FCC rules
also prohibit a broadcast licensee from simulcasting more than 25% of its
average weekly programming on another radio station in the same broadcast
service (i.e., AM-AM or FM-FM) where the two radio stations serve substantially
the same geographic area, whether the licensee owns the radio stations or owns
one and programs the other through an LMA arrangement.
Another example of a cooperative agreement between independently owned
radio stations in the same market is a JSA, whereby one radio station sells
advertising time both on itself and on a radio station under separate ownership.
In the past, the FCC has determined that issues of joint advertising sales
should be left to antitrust enforcement. JSAs are not deemed by the FCC to be
attributable for the purpose of its multiple ownership rules.
ANTITRUST CONSIDERATIONS. The Company is aware that the U.S. Federal
Trade Commission (FTC) and the Antitrust Division of the U.S. Department of
Justice (DOJ), which evaluate transactions to determine whether those
transactions should be challenged under the federal antitrust laws, have been
increasingly active recently in their review of radio station acquisitions,
particularly where an operator proposes to acquire additional radio stations in
its existing markets.
For an acquisition meeting certain size thresholds, the
Hart-Scott-Radio Act (HSR Act) and the rules promulgated there under require the
parties to file Notification and Report Forms with the FTC and the DOJ and to
observe specified waiting period requirements before consummating the
acquisition. At any time before or after the consummation of a proposed
acquisition, the FTC or the DOJ could take such action under the antitrust laws
as it deems necessary or desirable in the public interest, including seeking to
enjoin the acquisition or seeking divestiture of the business acquired or other
assets of the acquiring company. Acquisitions that are not required to be
reported under the HSR Act may be investigated by the FTC or the DOJ under the
antitrust laws before or after consummation. In addition, private parties may
under certain circumstances bring legal action to challenge an acquisition under
the antitrust laws.
17
As part of its increased scrutiny of radio station acquisitions, the
DOJ has stated publicly that it believes that LMAs, JSAs and other similar
agreements customarily entered into in connection with radio station transfers
prior to the expiration of the waiting period under the HSR Act could violate
the HSR Act because they may constitute acquisitions or joint ventures subject
to the filing and waiting period provisions of the HSR Act.
If the Company should grow in size, whether through acquisitions or
otherwise, it will become increasingly vulnerable to scrutiny under various
antitrust and similar regulatory laws administered by various federal and state
authorities, laws and regulations in which considerations of absolute or
relative size or market share may be relevant if not controlling. Such laws and
regulations are quite complex and subject to amendment and to frequent
variations in interpretation or enforcement. As a result of such increased
scrutiny, the Company could experience delays, increased costs, and compelled
changes in connection with future transactions. If it were to be determined that
one or more of the Company or its Subsidiaries had violated or were violating
one or more of such laws or regulations, in addition to liability for resulting
damages, any affected entity could face potential regulatory or court-ordered
divestiture of one or more properties. Any such result could have a material
adverse effect upon the Company.
From time to time, the Congress and the FCC have considered, and in the
future may consider and adopt, new or revised laws, regulations, and policies
regarding a wide variety of matters that, directly or indirectly, could affect
the operation, ownership, and profitability of the Stations, result in the loss
of audience share and advertising revenues for the Stations, or affect the
Company's ability to acquire additional radio stations or to finance such
acquisitions. Such matters include: proposals to impose spectrum use or other
fees on FCC licensees; the FCC's equal employment opportunity rules and matters
relating to political broadcasting; technical and frequency allocation matters;
proposals to restrict or prohibit the advertising of beer, wine, and other
alcoholic beverages on radio; changes in the FCC's cross-interest, multiple
ownership, and cross-ownership rules and policies; the creation of a new low
power FM radio service that could result in additional radio station competition
in the Company's markets; changes to broadcast technical requirements; proposals
to allow telephone or cable television companies to deliver audio and video
programming to the home through existing phone lines; and proposals to limit the
tax deductibility of advertising expenses by advertisers.
The Company cannot predict whether any proposed changes will be adopted
or what other matters might be considered in the future, nor can it judge in
advance what impact, if any, the implementation of any of these proposals or
changes might have on the Company.
The foregoing brief description does not purport to be comprehensive
and reference should be made to the Communications Act, the Telecommunications
Act of 1996, the FCC's rules, and the public notices and policies of the FCC for
further
18
information concerning the nature and extent of federal regulation of radio
broadcast stations.
Employees
At February 28, 2001, the Company employed approximately 500 persons
full-time and 120 persons part-time. None of such employees is covered by
collective bargaining agreements, and the Company considers its relations with
its employees to be good. Approximately 685 independent contractors distribute
the Newspapers' publications.
The Company employs several on-air personalities with large loyal
audiences in their respective markets. The loss of one of these personalities
could result in a short-term loss of audience share, but the Company does not
believe that any such loss would have a material adverse effect on the Company's
financial condition or results of operations.
Operating Segments
Revenues and other information for the Company's radio and newspaper
operating segments are provided in Note 10 of the consolidated financial
statements included in this Report.
ITEM 2. PROPERTIES
The types of properties required to support the Stations include
offices, studios, transmitter sites and antenna sites. A Station's studios are
generally housed with its offices in business districts, while transmitter sites
and antenna sites are generally located so as to provide maximum market
coverage.
The Company owns studio facilities in Ephrata, Pennsylvania; Owensboro,
Kentucky; Windsor, Colorado; and transmitter and antenna sites in Reading,
Pennsylvania; Owensboro, Kentucky; Henderson, Kentucky; and Superior, Wisconsin.
The Company leases its remaining studio and office facilities, and leases
certain transmitter and antenna sites. The Company does not anticipate any
difficulties in renewing any facility leases or in leasing alternative or
additional space, if required. The Company owns substantially all of its other
station equipment, consisting principally of transmitting antennae,
transmitters, studio equipment and general office equipment.
The Newspapers' facilities for administration, printing and
distribution are all leased, with the exception of its northern-most printing
facility located in Gaylord, Michigan, which the Company owns. The Company does
not anticipate any difficulties in renewing any facility leases or in leasing
alternative or additional space, if required. The Company owns a late model Goss
Community press line and other various modern editorial, classified, composing
and camera equipment.
19
No one property is material to the Company's operations. The Company
believes that its properties are generally in good condition and suitable for
its operations; however, it continually looks for opportunities to upgrade its
properties and intends to upgrade studios, office space, and transmission
facilities in certain markets.
ITEM 3. LEGAL PROCEEDINGS
Currently and from time to time the Company is involved in litigation
incidental to the conduct of its business, but it is not a party to any lawsuit
or proceeding that, in the opinion of the Company, is likely to have a material
adverse effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The operating agreement of BMC provides that its manager shall manage
its business, which presently is Brill Media Management, Inc. (Media). Media
also is a Subsidiary of BMC. In lieu of an annual meeting, Messrs. Alan Brill,
Robert M. Leich, Philip C. Fisher, Clifton E. Forrest and Charles W. Laughlin
were appointed directors of Media by written consent as of February 10, 2001.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The common equity of BMC is comprised of membership interests
(Membership Interests), all of which are indirectly owned by Mr. Brill.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data presented below should be read
in conjunction with the consolidated financial statements of Brill Media
Company, LLC and notes thereto included elsewhere in this Report and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" beginning on page 22. The selected consolidated financial data
(except for the other financial and operating
20
data) of Brill Media Company, LLC have been derived from the audited
consolidated financial statements of Brill Media Company, LLC for the respective
years.
Fiscal Year Ended February 28 or 29,
2001 2000 1999 1998 1997
--------------------------------------------------------
Statement of Operations Data: (dollars in thousands)
Revenues:
Radio $ 17,723 $ 17,954 $ 17,058 $ 16,947 $ 13,714
Newspaper 28,090 26,964 25,511 14,528 13,440
--------------------------------------------------------
Total revenues 45,814 44,918 42,569 31,475 27,155
Operating expenses:
Operating departments 35,760 33,728 31,678 22,543 19,112
Incentive plan (791) 276 (614) (620) 628
Other -- 45 293 372 117
Management fees 2,905 2,885 2,784 2,263 1,958
Depreciation and amortization 3,570 3,322 3,133 2,059 1,395
--------------------------------------------------------
Total operating expenses 41,444 40,256 37,274 26,617 23,210
--------------------------------------------------------
Operating income 4,370 4,662 5,295 4,858 3,945
Other income (expense):
Interest expense, net (15,433) (14,380) (13,010) (10,713) (7,449)
Other, net (321) 5,870 (171) (108) 1,007
--------------------------------------------------------
Total other income (expense) (15,754) (8,510) (13,181) (10,821) (6,442)
--------------------------------------------------------
Loss before income taxes and extraordinary items (11,384) (3,848) (7,886) (5,963) (2,497)
Income tax provision 134 332 229 149 287
--------------------------------------------------------
Loss before extraordinary items (11,518) (4,180) (8,115) (6,112) (2,784)
Extraordinary items (a) -- -- -- 4,384 --
Cumulative effect of change in accounting
principle (b) -- 165 -- -- --
--------------------------------------------------------
Net loss $ (11,518) $ (4,345) $ (8,115) $ (10,496) $ (2,784)
========================================================
Other Financial and Operating Data:
Net cash provided by (used in)
Operating activities $ (7,154) $ (228) $ 718 $ 877 $ (417)
Investing activities (2,954) 2,111 (6,704) (19,976) (732)
Financing activities (871) 12,403 (2,185) 29,294 (133)
Cash dividends declared -- -- -- (12,210) (520)
Media Cashflow (c) 10,961 12,079 11,715 9,532 8,043
EBITDA (c) 7,940 7,983 8,427 6,917 5,340
Capital expenditures excluding acquisitions (2,414) (1,443) (1,577) (984) (1,283)
Statement of Financial Position Data:
Cash and cash equivalents $ 6,123 $ 17,102 $ 2,817 $ 10,988 $ 1,593
Working capital 3,534 15,155 23 11,388 948
Intangible and other assets 27,797 29,053 29,518 28,234 7,980
Total assets 74,188 81,119 63,845 64,678 27,484
Total debt (d) 136,256 132,615 116,181 110,073 50,516
Members' deficiency (70,253) (58,769) (57,424) (49,325) (26,620)
Amounts for fiscal 2000, 1999, 1998 and 1997 were restated to reflect the
inclusion of T4L.
(a) The extraordinary item in fiscal 1998 reflects a $1.6 million write-off of
previously deferred financing costs along with a prepayment penalty of $2.8
million related to the early extinguishment of senior debt.
(b) The cumulative effect of change in accounting principle in fiscal 2000
resulted from the write-off of previously capitalized start-up costs.
21
(c) The term Media Cashflow represents EBITDA plus incentive plan expense,
management fees, time brokerage fees paid, acquisition related consulting
expense and interest income from loans made by the Company to Managed
Affiliates. EBITDA represents operating income plus depreciation and
amortization expense. As used above Media Cashflow and EBITDA include the
results of unrestricted subsidiaries and therefore differ from the same
terms as defined in the Indenture for the Company's Senior Notes
(Indenture). Management fees payable to BMCLP are subordinated, to the
extent provided in the Indenture, to the prior payment of the Senior Notes.
Although Media Cashflow and EBITDA are not measures of performance
calculated in accordance with GAAP, management believes that these measures
are useful to an investor in evaluating the Company because these measures
are widely used in the media industry to evaluate a media company's
operating performance. However, Media Cashflow and EBITDA should not be
considered in isolation or as substitutes for net income, cash flows from
operating activities and other income or cash flow statements prepared in
accordance with GAAP as measures of liquidity or profitability. In
addition, Media Cashflow and EBITDA as determined by the Company may not be
comparable to related or similar measures as reported by other companies
and do not represent funds available for discretionary use.
(d) Total debt includes the Senior Notes, the Senior Secured Facility (as
defined below), secured obligations, mortgage obligations, obligations
under capital leases, secured subordinated obligations, appreciation notes,
unsecured obligations (including obligations due to affiliates) and
performance incentive plan liabilities.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
The following discussion and analysis of the financial condition and
results of operations of the Company should be read in conjunction with the
consolidated financial statements of Brill Media Company, LLC and notes thereto
included elsewhere in this Report.
Brill Media Company, LLC was organized in 1997. The Subsidiaries, all
of which are wholly-owned, include various radio, newspaper and related
businesses. The Stations own and operate FM and AM radio stations in
Pennsylvania, Colorado, Indiana/Kentucky, and Minnesota/Wisconsin. The
Newspapers own and operate integrated newspaper publishing, printing and print
advertising distribution operations, providing total-market print advertising
coverage throughout a thirty-six county area in the central and northern
portions of the lower peninsula of Michigan. The historical financial statements
of Brill Media Company, LLC included elsewhere in this Report include the
financial position and results of operations on a consolidated basis.
22
The Stations' revenues are derived primarily from advertising revenues.
In general, each Station receives revenues for advertising sold for placement
within the Station's programming. Advertising is sold in time increments and is
priced primarily based on a Station's program's popularity within the
demographic group an advertiser desires to reach, as well as quality of service
provided to the customer, creativity in marketing the client's products and
services, the personal relationship between the Station's account executive and
the client, and the client's view of the popularity of the Station among its
target customer base. In addition, advertising rates are affected by the number
of advertisers competing for available time, the size and demographic make-up of
the markets served by the Stations and the availability of alternative
advertising media in the market area. Rates are highest during the most
desirable listening hours, with corresponding reductions during other hours.
During the year ended February 28, 2001, over 92% of the Stations'
advertising revenues were generated from local and regional advertising, which
is sold primarily by a Station's sales staff. The remainder of the advertising
revenues represents national advertising and network compensation payments. In
addition to any commissions paid to its sales staff, the Stations generally pay
commissions to advertising agencies on local and regional advertising and to
sales representation firms on national advertising. The advertising revenues of
a Station generally are highest in the second and fourth calendar quarters of
each year, due in part to increases in consumer advertising in the spring and
retail advertising in the period leading up to and including the holiday season.
During the year ended February 28, 2001, no single customer in any of the
Stations' markets provided more than 2% of the Company's revenues.
In the broadcasting industry, radio stations often utilize trade (or
barter) agreements to exchange advertising time for goods or services (such as
other media advertising, travel or lodging), in lieu of cash. In order to
preserve most of its on-air inventory for cash advertising, the Company
generally enters into trade agreements only if the goods or services bartered to
the Company will be used in the Company's business. The Company has minimized
its use of trade agreements and has sold over 90% of its radio advertising time
for cash for the year ended February 28, 2001. In addition, it is the Company's
general policy not to pre-empt radio advertising spots paid for in cash with
radio advertising spots paid for in trade.
Each Station's financial results depend on a number of factors,
including the general strength of the local and national economies, population
growth, the ability to provide popular programming, local market and regional
competition, the relative efficiency of radio broadcasting compared to other
advertising media, signal strength, development of competitive technologies and
government regulation and policies.
The Newspapers' revenues are derived primarily from advertising and
subscription revenues and to a lesser extent, from printing and print
distribution revenues. In general, newspaper publications receive revenue for
advertising sold to reach readership within its geographical distribution area
and its customers' marketing areas. The combined coverage and timing of the
numerous weekly publications and the daily
23
publications provide the Newspapers with flexibility and efficiencies to create
a competitive advantage in attracting advertisers. As an inducement to its
customers, the Newspapers offer advertisers more efficient buys when they
purchase ad placement in multiple publications. The Newspapers have a widely
diversified customer base, and for the year ended February 28, 2001, no single
customer of the Newspapers represented more than 2% of the Company's revenues.
The Newspapers' financial results are dependent on a number of factors,
particularly those that impact local retail sales, including the general
strength of the local and national economies, population growth, local and
regional market competition and the perceived relative efficiency of newspapers
compared to other advertising media.
The following table sets forth the percentage of revenues generated by
the Company's Stations and Newspapers.
Years Ended February 28 or 29
Revenues 2001 2000 1999 1998 1997
------------------------------------------------------------------------------
Stations 39% 40% 40% 54% 51%
Newspapers 61% 60% 60% 46% 49%
------------------------------------------------------------
100% 100% 100% 100% 100%
============================================================
The primary operating expenses incurred in the ownership and operation
of the Stations include employee salaries and commissions, programming,
advertising and promotion expenses. For the Newspapers, the primary operating
expenses are employee salaries and commissions, newsprint and delivery charges.
Newsprint represents the Newspapers' single largest raw material expense, the
cost of which is cyclical and may vary widely from period to period.
The Company also incurs and will continue to incur significant
depreciation and amortization expense as a result of completed and future
acquisitions of radio stations and newspapers as well as interest expense due to
existing borrowings and future borrowings. The consolidated financial statements
of Brill Media Company, LLC tend not to be directly comparable from period to
period due to the Company's acquisition and disposition activity.
Results of Operations
Year Ended February 28, 2001 Compared to Year Ended February 28, 2000
Revenues for the year ended February 28, 2001 were $45.8 million, a $.9
million or 2.0% increase from $44.9 million for the prior fiscal year. The
Stations' revenues were $17.7 million, down 1.3% from $18.0 million for the
prior fiscal year and Newspapers' revenues were $28.1 million, up 4.2% from
$27.0 million for the prior fiscal year.
Stations' revenues, excluding last year's TBA fees from the Missouri
radio stations which have been sold, increased $.4 million or 2.4% from
the prior fiscal year.
24
The Newspapers' revenues increased $1.1 million or 4.2% from the prior
fiscal year.
Operating expenses for the year ended February 28, 2001 were $41.4
million, an increase of $1.2 million or 3.0% from the prior fiscal year.
The Stations' operating expenses increased $.3 million or 1.8% from the
prior fiscal year.
The Newspapers' operating expenses increased $.9 million over the prior
fiscal year. Included in this net increase is an increase of $1.9
million in operating expenses, which were a direct result of the
increase in compensation to attract and retain qualified employees in
the tightening job market and also an increase in newsprint costs as
compared to the prior fiscal year. This amount is offset by a decrease
of $1.0 million attributable to the net decrease in non-cash provisions
for amortization, depreciation and incentive plan. The change in the
incentive plan from the prior year is primarily the result of decreased
operating profits of certain newspaper properties.
As a result of the above, operating income for the year ended February
28, 2001 was $4.4 million, a decrease of $.3 million or 6.3% from the prior
fiscal year.
Other income (expense) for the year ended February 28, 2001 was $15.8
million of net expense, an increase of $7.3 million or 85.1% over the prior
comparative period. Of this $7.3 million increase, $6.0 million is from gain on
sale of assets of the Missouri properties recognized in fiscal 2000, with the
remainder attributable to increases in interest expense associated with the
additional borrowing and financing activities of fiscal 1999 and 2000.
Year Ended February 29, 2000 Compared to Year Ended February 28, 1999
Revenues for the year ended February 29, 2000 were $44.9 million, a
$2.3 million or 5.5% increase from $42.6 million for the prior fiscal year. The
Stations' revenues were $18.0 million, up 5.2% from $17.1 million for the prior
fiscal year and Newspapers' revenues were $27.0 million, up 5.7% from $25.5
million for the prior fiscal year.
Stations' revenues increased $.9 million or 5.2% from the prior fiscal
year. The fiscal 2000 acquisition accounted for $.2 million of this
increase with the remainder due to continuing same station growth
within each market.
The Newspapers' revenues increased $1.5 million or 5.7% from the prior
fiscal year. Fiscal 2000 and 1999 acquisitions accounted for $1.4
million of the increase.
25
Operating expenses for the year ended February 29, 2000 were $40.3
million, an increase of $3.0 million or 8.0% from the prior fiscal year.
The Stations' operating expenses increased $.6 million or 4.0% from the
prior fiscal year. The fiscal 2000 acquisitions accounted for $.2
million of this increase.
The Newspapers' operating expenses increased $2.4 million over the
prior fiscal year. Of this increase, $1.9 million was attributable to
the 2000 and 1999 acquisitions; $.9 million was attributable to
increases in non-cash provisions for amortization, depreciation and
incentive plan. The increase in the incentive plan was due to improved
operating profits of certain newspaper properties. Excluding the
acquisitions and the non-cash provisions, the Newspapers' operating
costs decreased by $.4 million.
As a result of the above, operating income for the year ended February
29, 2000 was $4.7 million, a decrease of $.6 million or 12% from the prior
fiscal year.
Other income (expense) for the year ended February 29, 2000 was $8.5
million of net expense, a decrease of $4.7 million or 35.4% over the prior
comparative period. This is primarily due to the gain on sale of assets of $6.0
million offset by an increase in net interest expense associated with the
additional borrowing and financing activities for the acquisitions referenced
above.
Liquidity and Capital Resources
Generally, the Company's operating expenses are paid before its
advertising revenues are collected. As a result, working capital requirements
have increased as the Company has grown and will likely increase in the future.
Net cash provided by (used in) operating activities was ($7.2) million,
($.2) million and $.7 million for the years ended February 28, 2001, February
29, 2000 and February 28, 1999, respectively.
The increase of $6.9 million in cash used in operating activities in
fiscal 2001 from fiscal 2000 is primarily attributable to increased net
interest payments and by operating activities.
The decrease of $.9 million in cash provided by operating activities in
fiscal 2000 from fiscal 1999 is primarily attributable to increased net
interest payments and by operating activities of the 1999 and 2000
acquisitions.
Net cash provided by (used in) investing activities was ($3.0) million,
$2.1 million and ($6.7) million for the years ended February 28, 2001, February
29, 2000 and February 28, 1999, respectively.
26
The cash used in investing activities for fiscal 2001 is primarily
attributable to the purchase of property and equipment along with the
payment of the final installment on the acquisition of a new broadcast
frequency in Wellington, Colorado (see Note 3 to the Consolidated
Financial Statements included in Item 8), offset by the net repayment
of loans between related parties and the Managed Affiliate.
The cash provided by investing activities for fiscal 2000 is primarily
attributable to the proceeds from the sale of the Missouri Properties,
offset by additional loans to the managed affiliate and related
parties, newspaper and radio acquisitions and the purchase of property
and equipment.
The cash used in investing activities for fiscal 1999 is primarily
attributable to the additional loans to Managed Affiliates and related
parties, a newspaper and a radio acquisition and the purchase of
property and equipment.
Net cash provided by (used in) financing activities was ($.9) million,
$12.4 million and ($2.2) million for the years ended February 28, 2001, February
29, 2000 and February 28, 1999, respectively.
The cash used in financing activities for the current year is
attributable primarily to principal payments on long-term obligations.
The cash provided by financing activities for fiscal 2000 is
attributable primarily to $15 million in proceeds from the Senior
Secured Facility entered into during October 1999. The increase was
offset by payment of costs associated with the credit facility and
principal payments of long-term obligations. Included in the principal
payments of long-term obligations was $3 million of Appreciation Notes
that were redeemed by proceeds provided by a capital contribution made
by Mr. Brill.
The use of cash for financing activities for fiscal 1999 is
attributable primarily to repayments of long-term debt, net of proceeds
from borrowings.
EBITDA was $7.9 million, $8.0 million and $8.4 million for the years
ended February 28, 2001, February 29, 2000 and February 28, 1999, respectively.
Media Cashflow was $11.0 million, $12.1 million and $11.7 million for the same
three comparative periods. The term Media Cashflow represents EBITDA plus
incentive plan expense, management fees, time brokerage fees paid, acquisition
related consulting expense and interest income from loans made by the Company to
Managed Affiliates. EBITDA represents operating income plus depreciation and
amortization expense. As used above Media Cashflow and EBITDA include the
results of unrestricted subsidiaries and therefore differ from the same terms as
defined in the Indenture for the Company's Senior Notes.
27
Although Media Cashflow and EBITDA are not measures of performance
calculated in accordance with GAAP, management believes that these measures are
useful in evaluating the Company and are widely used in the media industry to
evaluate a media company's performance. However, Media Cashflow and EBITDA
should not be considered in isolation or as substitutes for net income, cash
flows from operating activities and other income or cash flow statements
prepared in accordance with GAAP as measures of liquidity or profitability. In
addition, Media Cashflow and EBITDA as determined by the Company may not be
comparable to related or similar measures as reported by other companies and do
not represent funds available for discretionary use.
The Company has loaned $8.3 million to a Managed Affiliate and received
in return a Managed Affiliate Note, which is unsecured, matures on November 15,
2003 and bears interest at a rate of 12% per annum. The Indenture generally
limits the Company to $20 million of outstanding loans to Managed Affiliates
unless the Company meets certain conditions as described below in "Certain
Relationship and Related Transactions". The proceeds of such loans have been
used by Managed Affiliates to purchase property, equipment, and intangibles and
provide working capital. It is anticipated that similar relationships may be
initiated with other affiliates in the future. For the year ended February 28,
2001, the Managed Affiliate reported revenues of $2.5 million, a net loss of
$1.0 million and Media Cashflow of $.6 million.
Long-term obligations include the Company's 12% senior notes due 2007
(Senior Notes). The Senior Notes require semi-annual cash interest payments on
each June 15 and December 15 of $6.3 million.
In October 1999, as permitted under the Indenture, the Company borrowed
$15 million under a secured credit facility with a senior lender (the Senior
Secured Facility), which matures October 2004. The facility bears interest,
payable monthly, at the prime rate plus 1% with a minimum interest rate of 8%
per annum (effectively 9.5% at February 28, 2001). The facility restricts the
Company from essentially the same defined limitations as contained in the
Indenture and includes certain financial covenants with respect to earnings and
asset coverage. The facility is secured by substantially all assets of the
restricted subsidiaries as defined in the Indenture.
The Company's ability to pay interest on the Senior Notes and the
Senior Secured Facility when due, and to satisfy its other obligations depends
upon its future operating performance, and will be affected by financial,
business, market, technological, competitive and other conditions, developments,
pressures, and factors, many of which are beyond the control of the Company. The
Company is highly leveraged, and many of its competitors are believed to operate
with much less leverage and to have significantly greater operating and
financial flexibility and resources.
Historically, the Company has achieved significant growth through
acquisitions. In order for the Company to achieve needed future growth in
revenues and earnings and to replace the revenues and earnings of properties
that may be sold by one or more of the Subsidiaries from time to time,
additional acquisitions may be necessary. Meeting this
28
need for acquisitions will depend upon several factors, including the continued
availability of suitable financing. There can be no assurance that the Company
can or will successfully acquire and integrate future operations. In connection
with future acquisition opportunities, the Company, or one or more of its
subsidiaries, may need to incur additional indebtedness or issue additional
equity or debt instruments. There can be no assurance that debt or equity
financing for such acquisitions will be available on acceptable terms, or that
the Company will be able to identify or consummate any new acquisitions.
The Indenture limits the Company's ability to incur additional
indebtedness. Limitations in the Indenture on the Company's ability to incur
additional indebtedness, together with the highly leveraged nature of the
Company, could limit operating activities, including the Company's ability to
respond to market conditions, to provide for unanticipated capital investments
and to take advantage of business opportunities.
The Company's primary liquidity needs are to fund capital expenditures,
provide working capital, meet debt service requirements and make acquisitions.
The Company's principal sources of liquidity are cashflow from operations, cash
on hand, repayments on notes receivable, proceeds from sales of properties and
indebtedness permitted under the Indenture. The Company believes that liquidity
from such sources should be sufficient to permit the Company to meet its debt
service obligations, capital expenditures and working capital needs for the next
12 months, although additional capital resources may be required in connection
with the further implementation of the Company's acquisition strategy.
In the past, depreciation, amortization, and interest charges have
contributed significantly to net losses incurred by the Company, and it is
expected that such net losses will continue in the future. On a combined basis,
the Company and its predecessors reported a net loss in all five of the prior
fiscal years. In the fiscal year ended February 28, 2001, the Company reported a
net loss of $11.5 million. While the Company expects that the Subsidiaries'
cashflow will improve, the Company nonetheless expects that the Subsidiaries
will continue to incur substantial net losses.
Capital expenditures in fiscal 2001 were $2.4 million of which $.6
million related to Station operations and $1.8 related to Newspaper operations.
The Company anticipates that capital expenditures in fiscal 2002 will
approximate $1.0 million for existing properties.
Seasonality
Seasonal revenue fluctuations are common in the newspaper and radio
broadcasting industries, caused by localized fluctuations in advertising
expenditures. Accordingly, the Stations' and Newspapers' quarterly operating
results have fluctuated in the past and will fluctuate in the future as a result
of various factors, including seasonal demands of retailers and the timing and
size of advertising purchases. Generally, in each
29
calendar year the lowest level of advertising revenues occurs in the first
quarter and the highest levels occur in the second and fourth quarters.
Inflation
The Company believes that inflation affects its business no more than
it generally affects other similar businesses.
Income Taxes
The taxable income or loss of the Company's "S" corporation and limited
liability company subsidiaries for federal income tax purposes is passed through
to Mr. Brill. Accordingly, the financial statements include no provision for
federal income taxes of the Company's "S" corporation or limited liability
company subsidiaries. Certain of the Company's subsidiaries are "C"
corporations. The "C" corporations are in loss carryforward positions at
February 28, 2001 for income tax purposes. As a result of net operating loss
carryforwards and temporary differences, the "C" corporations have net deferred
tax assets at February 28 or 29, 2001 and 2000 of approximately $8.4 million and
$7.6 million, respectively and have established equivalent valuation allowances.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's market risk sensitive instruments do not subject the
Company to material risk exposures, except for such risks related to interest
rate fluctuations. As of February 28, 2001, the Company has debt outstanding of
approximately $136.3 million. Senior Notes with a carrying value of $103.4
million have an estimated fair value of approximately $56.7 million. The fair
market value of the Company's remaining debt of $32.9 million approximates its
carrying value.
Fixed interest rate debt totals approximately $119.9 million as of
February 28, 2001 and includes: the Senior Notes which bear cash interest,
payable semiannually, at a rate of 12% until maturity on December 15, 2007;
other debt with stated rates of 7% to 10%; and capital leases with effective
rates of 12%. The remainder of the debt totaling $16.4 million, or 12% of the
total, is variable rate debt. The majority of such debt is the Senior Secured
Facility, which currently bears interest at 9.5% (all of which are described in
the notes to the financial statements included in Item 8 below).
At February 28, 2001 long-term debt matures as follows:
- --------------------- ------------ ----------- ----------- ------------ ----------- ------------- -------------
Fiscal Year 2002 2003 2004 2005 2006 Thereafter Total
- --------------------- ------------ ----------- ----------- ------------ ----------- ------------- -------------
Senior Notes, net
of unamortized
discount of
$1,594,712 $ -- $ -- $ -- $ -- $ -- $103,405,288 $103,405,288
Senior Secured
Facility -- -- -- 15,000,000 -- -- 15,000,000
Other 1,332,628 1,403,043 3,395,266 1,402,591 808,314 9,508,795 17,850,637
---------- ---------- ----------- ----------- ------------ ------------ ------------
$1,332,628 $1,403,043 $ 3,395,266 $16,402,591 $ 808,314 $112,914,083 $136,255,925
========== ========== =========== =========== ============ ============ ============
30
At February 29, 2000 long-term debt includes:
Total
------------
Senior Notes, net
of unamortized
discount of
$ 1,829,553 $ 103,170,447
Senior Secured
Facility 15,000,000
Other 14,444,357
------------
$132,614,804
============
31
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Brill Media Company, LLC
(A Limited Liability Company)
Consolidated Financial Statements
Years ended February 28 or 29, 2001, 2000 and 1999
Contents
Report of Independent Auditors...............................................33
Consolidated Financial Statements
Consolidated Statements of Financial Position................................34
Consolidated Statements of Operations and Members' Deficiency................35
Consolidated Statements of Cash Flows........................................36
Notes to Consolidated Financial Statements...................................38
32
Report of Independent Auditors
The Members of Brill Media Company, LLC
We have audited the accompanying consolidated statements of financial position
of Brill Media Company, LLC as of February 28, 2001 and February 29, 2000, and
the related consolidated statements of operations and members' deficiency and
cash flows for each of the three years in the period ended February 28, 2001.
Our audits also included the financial statement schedule listed in the Index at
Item 14(a). These financial statements and schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Brill
Media Company, LLC at February 28, 2001 and February 29, 2000, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended February 28, 2001, in conformity with accounting
principles generally accepted in the United States. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
Ernst & Young LLP
Chicago, Illinois
April 27, 2001
Brill Media Company, LLC
(A Limited Liability Company)
Consolidated Statements of Financial Position
February 28 or 29
2001 2000
-----------------------------
Assets
Current assets:
Cash and cash equivalents $ 6,123,340 $ 17,101,966
Accounts receivable, net of allowance for doubtful
accounts in 2001 - $233,962 and 2000 - $285,744 5,735,542 5,505,522
Inventories 533,546 563,493
Other current assets 660,059 532,992
-----------------------------
Total current assets 13,052,487 23,703,973
Notes receivable from managed affiliates 8,302,167 7,703,166
Property and equipment 31,150,125 24,826,645
Less: Accumulated depreciation (10,580,030) (9,714,759)
-----------------------------
Net property and equipment 20,570,095 15,111,886
Goodwill and FCC licenses, net of accumulated
amortization in 2001 - $3,371,126 and
2000 - $2,789,223 20,796,324 19,790,361
Covenants not to compete, net of accumulated
amortization in 2001 - $3,480,556 and
2000 - $2,488,074 2,136,170 3,127,752
Other assets, net 4,864,591 6,135,344
Amounts due from related parties 4,466,268 5,546,334
-----------------------------
$ 74,188,102 $ 81,118,816
=============================
Liabilities and members' deficiency
Current liabilities:
Amounts payable to related parties $ 3,372,480 $ 2,123,767
Accounts payable 1,017,897 1,149,041
Accrued payroll and related expenses 961,041 973,007
Accrued interest 2,753,111 2,759,999
Other accrued expenses 80,896 267,206
Current maturities of long-term obligations 1,332,628 1,275,823
-----------------------------
Total current liabilities 9,518,053 8,548,843
Long-term notes and other obligations 134,923,297 131,338,981
Members' deficiency (70,253,248) (58,769,008)
-----------------------------
$ 74,188,102 $ 81,118,816
=============================
See accompanying notes.
34
Brill Media Company, LLC
(A Limited Liability Company)
Consolidated Statements of Operations and Members' Deficiency
Years ended February 28 or 29
2001 2000 1999
------------------------------------------
Revenues $ 45,813,716 $ 44,917,774 $ 42,569,360
Operating expenses:
Operating departments 35,759,544 33,728,523 31,678,699
Incentive plan (791,000) 276,300 (614,300)
Management fees 2,905,319 2,884,902 2,784,238
Time brokerage agreement fees, net -- 19,742 46,429
Consulting -- 24,990 246,135
Depreciation 2,008,898 1,721,833 1,583,996
Amortization 1,561,523 1,599,699 1,549,296
------------------------------------------
41,444,284 40,255,989 37,274,493
------------------------------------------
Operating income 4,369,432 4,661,785 5,294,867
Other income (expense):
Interest income - managed affiliates 906,333 890,219 825,283
Interest income- advances from/loans to related
parties, net 407,048 291,586 107,807
Interest income - other 579,237 185,612 338,296
Interest expense - long-term notes and other
obligations (16,416,912) (14,596,720) (13,678,979)
Amortization of deferred financing costs (908,695) (1,150,948) (602,149)
Gain (loss) on sale of assets, net (161,352) 6,038,027 2,700
Other, net (159,838) (167,586) (173,637)
------------------------------------------
(15,754,179) (8,509,810) (13,180,679)
------------------------------------------
Loss before income taxes, extraordinary item and
cumulative effect of change in accounting principle (11,384,747) (3,848,025) (7,885,812)
Income tax provision 133,592 332,543 229,390
------------------------------------------
Loss before extraordinary item and cumulative effect of
change in accounting principle (11,518,339) (4,180,568) (8,115,202)
Cumulative effect of change in accounting principle -- 164,808 --
------------------------------------------
Net loss (11,518,339) (4,345,376) (8,115,202)
Members' deficiency, beginning of year (58,769,008) (57,423,632) (49,324,510)
Capital contributions 34,099 3,000,000 16,080
------------------------------------------
Members' deficiency, end of year $(70,253,248) $(58,769,008) $(57,423,632)
==========================================
See accompanying notes.
35
Brill Media Company, LLC
(A Limited Liability Company)
Consolidated Statements of Cash Flows
Years ended February 28 or 29
2001 2000 1999
-----------------------------------------
Operating activities
Net loss $(11,518,339) $(4,345,376) $(8,115,202)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 3,570,421 3,321,532 3,133,292
Amortization of deferred financing costs and
original issue discount 1,196,807 5,045,642 5,315,364
Management fees accrual 838,385 784,058 799,748
Related parties interest accrual 52,196 26,594 13,249
Incentive plan accrual (791,000) 276,300 (614,300)
(Gain) loss on sale of assets, net 161,352 (6,038,027) (2,700)
Cumulative effect of change in accounting principle -- 164,808 --
Changes in operating assets and liabilities,
net of the effect of acquisitions:
Accounts receivable (230,020) (161,785) (1,317,487)
Other current assets (97,120) (249,646) 305,133
Accounts payable (131,144) (184,237) 505,563
Other accrued expenses (205,164) 1,132,279 695,128
-----------------------------------------
Net cash provided by (used in) operating activities (7,153,626) (227,858) 717,788
Investing activities
Purchase of property and equipment (2,414,351) (1,442,689) (1,576,939)
Purchase of newspapers, net of cash acquired -- (55,035) (557,640)
Purchase of radio stations and FCC licenses (1,248,800) (1,312,200) (583,707)
Proceeds from sale of radio stations -- 7,399,928 --
Proceeds from sale of assets 218,622 246,455 92,929
Loans to managed affiliates (599,001) (654,794) (525,000)
(Increase) decrease in other assets 35,178 (114,030) (54,014)
Repayment from (loans to) related parties 1,054,000 (1,957,000) (3,500,000)
-----------------------------------------
Net cash provided by (used in) investing activities (2,954,352) 2,110,635 (6,704,371)
36
Brill Media Company, LLC
(A Limited Liability Company)
Consolidated Statements of Cash Flows (continued)
Years ended February 28 or 29
2001 2000 1999
-------------------------------------------
Financing activities
Increase (decrease) in amounts payable to related
parties $ 382,470 $ 491,467 $ (725,685)
Payment of deferred financing costs and other -- (1,470,118) (503,420)
Principal payments on long-term obligations (1,466,320) (6,162,098) (2,412,548)
Proceeds from long-term borrowings 179,103 16,543,398 1,440,950
Capital contributions 34,099 3,000,000 16,080
-------------------------------------------
Net cash provided by (used in) financing activities (870,648) 12,402,649 (2,184,623)
-------------------------------------------
Net increase (decrease) in cash and cash equivalents (10,978,626) 14,285,426 (8,171,206)
Cash and cash equivalents at beginning of year 17,101,966 2,816,540 10,987,746
-------------------------------------------
Cash and cash equivalents at end of year $ 6,123,340 $ 17,101,966 $ 2,816,540
===========================================
Supplemental disclosures of cash flow information:
Interest paid $ 16,135,687 $ 9,583,670 $ 8,668,701
Income taxes paid: 255,958 313,438 130,151
See accompanying notes.
37
Brill Media Company, LLC
(A Limited Liability Company)
Notes to Consolidated Financial Statements
Years ended February 28 or 29 for 2001, 2000 and 1999
1. Basis of Presentation and Business
Basis of Presentation
The consolidated financial statements include the accounts of Brill Media
Company, LLC and its subsidiaries, all of which are wholly owned (collectively
the Company or BMC). BMC's members are directly owned by Alan R. Brill (Mr.
Brill). All inter-company balances and transactions have been eliminated in
consolidation.
BMC was organized in 1997 as a limited liability company under the laws of the
state of Virginia and has a term of 50 years.
Business
The Company is a diversified media enterprise that acquires, develops, manages,
and operates radio stations, newspapers and related businesses in middle
markets. The Company presently owns, operates or manages thirteen radio stations
serving four markets located in Pennsylvania, Kentucky/Indiana, Colorado, and
Minnesota/Wisconsin (collectively referred to herein as Radio), and
additionally, manages a radio station located in the Kentucky/Indiana market
that is owned by an affiliate of the Company - see Note 9. The Company operates
integrated newspaper publishing, printing and print advertising distribution
operations, providing total-market print advertising coverage throughout a
thirty-six county area in the central and northern portions of the lower
peninsula of Michigan (collectively referred to herein as News). These
operations offer a three-edition daily newspaper, twenty-three weekly
publications, two monthly real estate guides, two web offset printing operations
for newspaper publications and outside customers, and three private distribution
systems.
38
2. Significant Accounting Policies
Cash Equivalents
The Company considers all highly liquid investments purchased with a maturity of
three months or less to be cash equivalents.
Inventories
Inventories, consisting primarily of newsprint, are stated at the lower of cost
(first in, first out) or market.
Property and Equipment
Property and equipment are stated at cost. Depreciation is provided under the
straight-line method over the estimated useful lives of the various assets as
follows:
Buildings and improvements 10 to 40 years
Towers and antennae 13 to 20 years
Machinery and equipment 5 to 25 years
Broadcast equipment 3 to 10 years
Furniture and fixtures 5 to 10 years
Intangible Assets
Goodwill and FCC licenses are being amortized as required by generally accepted
accounting principles. Amortization is calculated on the straight-line basis
over a period of 40 years.
Covenants not to compete are being amortized on the straight-line basis over the
agreements' terms of five to six years.
Deferred financing costs and favorable leasehold rights are being amortized on
the straight-line basis over the terms of the underlying debt (5-10 years) or
leases (3-20 years).
Long-Lived Assets
The Company annually considers whether indicators of impairment of long-lived
assets held for use (including intangibles) are present. If such indicators are
present, the Company determines whether the sum of the estimated undiscounted
future cash flows is less than their carrying amounts. The Company recognizes
any impairment loss based on the excess of the carrying amount of the assets
over their fair value. No impairment loss has been recognized during the three
years ended February 28, 2001.
39
2. Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when advertising is aired by Radio or a
publication is distributed by News. Radio also receives fees under time
brokerage agreements (TBA), which are recognized based on a stated amount per
month.
Advertising
Advertising costs are expensed as incurred and totaled $1,233,000, $1,613,000
and $1,419,000 in fiscal 2001, 2000 and 1999 respectively.
Comprehensive Income
Net loss for each of the three years in the period ended February 28, 2001 is
the same as comprehensive loss.
Start-Up Costs
The Company adopted AcSEC Statement of Position 98-5 "Reporting on the Costs of
Start-Up Activities" in the first quarter of fiscal 2000 and wrote-off, as
required, approximately $165,000 of previously capitalized start-up costs as a
cumulative effect of change in accounting principle. All subsequent start-up or
preopening costs are expensed as incurred.
Reclassifications
Certain amounts in the fiscal 2000 consolidated financial statements have been
reclassified to conform to the fiscal 2001 presentation.
3. Acquisitions and Dispositions
In November 1998, the Company acquired three weekly shopping guide publications
and a print distribution operation reaching approximately 66,000 households in
the northwestern portion of the lower peninsula of Michigan (the 1999 News
acquisition). Total consideration was $1,409,000, which consisted of $558,000 in
cash and a secured seller
40
3. Acquisitions and Dispositions (continued)
note valued at $851,000. The Company also entered into a six-year covenant not
to compete valued at $406,000.
In February 1999, the Company purchased radio station KTRR-FM, located in
Loveland, Colorado, which it had been operating pursuant to a TBA since
August 5, 1996. The purchase price of $2,134,000 included $584,000 in cash, a
note payable of $1,350,000 and a $200,000 nonrefundable payment made in fiscal
1997. The Company also entered into a five-year covenant not to compete valued
at $180,000.
In April 1999, the Company acquired a real estate magazine, which has monthly
distribution of approximately 20,000 households in the northwestern portion of
the lower peninsula of Michigan (the 2000 News acquisition). Total consideration
was $217,000, which consisted of $55,000 cash and a secured seller note valued
at $162,000. The Company also entered into a six-year covenant not to compete
valued at $54,000.
In October 1999, the Company submitted the winning bid of $1,561,000 in
accordance with the FCC rules for auctioning broadcast spectrum for a new FM
radio broadcast signal in Wellington, Colorado. The Company paid the FCC an
initial deposit of $312,000 in October 1999 with the balance due after final FCC
authorization. In April 2000, the Company received FCC authorization and
licensing of the station was completed and the remaining amount of $1,249,000
was paid. The Company expects to begin broadcasting in fiscal 2002.
In January 2000, the Company acquired radio station KUSZ-FM located in the
Duluth, Minnesota market for $1,000,000 in cash and a five-year covenant not to
compete valued at $156,000. The Company had been operating the radio station
pursuant to a TBA since August 1999.
In February 2000, the Company sold the operating assets of its Missouri radio
stations (collectively, the Missouri Properties), which had been operated
pursuant to TBAs by the prospective buyer since November 1997. The sales price
was $7,419,000 and resulted in a pretax gain of $6,175,000, net of related
expenses.
In November 2000, certain wholly-owned subsidiaries of the Company paid $1,099
in cash to acquire 100% of the membership interests of TSB IV, LLC (T4L), a
Virginia limited liability company, pursuant to an Agreement for Transfer of
Membership Interest. Simultaneously, Mr. Brill made a capital contribution of
$1,099 in cash to the Company. Prior to the transaction, T4L had been a "managed
affiliate" of the Company as described in Note 9 and was indirectly owned by Mr.
Brill.
The consolidated financial statements give retroactive effect to the acquisition
of T4L, which was accounted for similar to a pooling-of-interests due to the
related party nature of the transaction. Accordingly, the net assets acquired
from T4L were recorded at T4L's
41
3. Acquisitions and Dispositions (continued)
book value and the results of operations of the Company include the historical
results of operations of T4L.
T4L assets, at book value, included current assets of $394,000, broadcasting
equipment of $1,501,000 and intangibles of $5,770,000. T4L liabilities totaled
approximately $14 million at November 17, 2000 and included accounts payable,
other accrued expenses, a promissory note payable of $12,906,000 to the Company,
as well as other purchase money and capital lease obligations including a
capitalized lease to a related party.
In addition, for the years ended February 29, 2000 and February 28, 1999
revenues were $2,219,000 and $2,256,000 and net loss was $1,669,000 and
$1,513,000, respectively.
Other than the acquisition of T4L, the above acquisitions have been accounted
for as purchases, and except where stated otherwise the financial statements
include the results of operations from the acquisition dates.
4. Property and Equipment
Property and equipment consists of the following:
February 28 or 29
2001 2000
------------------------
Land $ 691,100 $ 771,100
Buildings and improvements 9,143,804 4,171,674
Towers and antennae 2,529,108 2,431,958
Machinery and equipment 9,465,008 9,012,591
Broadcast equipment 4,852,304 4,426,922
Furniture and fixtures 4,468,801 3,512,400
Construction in progress -- 500,000
------------------------
$31,150,125 $24,826,645
========================
Property and equipment includes the following assets under capital leases:
February 28 or 29
2001 2000
----------------------
Buildings and improvements $5,847,602 $1,964,665
Machinery and equipment 227,838 227,838
Broadcast equipment 665,332 538,614
Furniture and fixtures 592,211 371,434
----------------------
$7,332,983 $3,102,551
======================
Amortization of property and equipment under capital leases is included with
depreciation expense in the statements of operations and members' deficiency.
42
5. Other Assets
Other assets consist of the following:
February 28 or 29
2001 2000
----------------------
Deferred financing costs $7,461,161 $7,461,961
Favorable leasehold rights 215,584 212,384
Other 446,430 823,566
----------------------
8,123,175 8,497,911
Less: Accumulated amortization 3,258,584 2,362,567
----------------------
$4,864,591 $6,135,344
======================
6. Income Taxes
The taxable income or loss of the Company's "S" corporation or limited liability
company subsidiaries for federal and state income tax purposes is ultimately
passed through to Mr. Brill. Accordingly, the financial statements include no
provision for federal income taxes of the Company's "S" corporation or limited
liability company subsidiaries. Certain of the Company's subsidiaries are "C"
corporations. The Company calculates its current and deferred income tax
provisions for the "C" corporations using the liability method. Under the
liability method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax basis of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse.
At February 28, 2001, the "C" corporations had net operating loss carryforwards
of approximately $19 million for federal income tax purposes which expire in
fiscal 2002 through 2021.
43
6. Income Taxes (continued)
As a result of net operating loss carryforwards and temporary differences, the
"C" corporations have a net deferred tax asset and have established a valuation
allowance as follows:
February 28 or 29
2001 2000
-------------------------
Gross deferred tax assets:
Incentive plan expense $ 649,600 $ 1,199,688
Net operating loss carryforwards 7,597,111 6,842,998
Other 177,921 418,898
-------------------------
8,424,632 8,461,584
Gross deferred tax liabilities:
Deferred gain on replacement assets -- (846,456)
-------------------------
Net deferred tax asset 8,424,632 7,615,128
Valuation allowance (8,424,632) (7,615,128)
-------------------------
Net deferred tax asset recognized in the balance
sheet $ -- $ --
=========================
Effective January 1, 2001, a "C" corporation subsidiary elected "S" corporation
status. Accordingly, the Company reversed all deferred taxes at
December 31, 2000 except net operating loss carryforwards. The reversal had no
impact on the provision due to an offsetting valuation allowance. The net
operating loss carryforwards may be utilized in future years under certain
circumstances in accordance with Internal Revenue Service regulations.
In addition, in fiscal 2001, the Company wrote off a deferred tax asset of $3.2
million against the related valuation allowance for net operating loss
carryforwards of the Missouri Properties as it was determined the Company would
not be able to utilize these net operating losses in future years.
The components of the provision for income taxes are as follows:
Year ended February 28 or 29
2001 2000 1999
--------------------------------------
Current federal tax $ -- $ 92,301 $ --
Current state tax 133,592 240,242 229,390
--------------------------------------
$133,592 $332,543 $229,390
======================================
44
6. Income Taxes (continued)
The provision or benefit for income taxes for the "C" corporations differs from
the amount computed by applying the United States federal income tax rate to
income or loss before income taxes, extraordinary item and the cumulative effect
of change in accounting principle. A reconciliation of the differences is as
follows:
Year ended February 28 or 29
2001 2000 1999
--------------------------------------
"C" corporations income tax provision or
(benefit)at statutory federal tax rate $(623,308) $ 1,008,405 $ (912,424)
Increase (decrease) resulting from:
State income taxes of "C"
Corporations, net of federal benefit (1,217) 177,954 (19,516)
Net operating losses for which the tax
benefit has not been recorded 733,304 -- 1,073,440
Utilization of net operating loss
carryforwards -- (1,027,648) --
Alternative minimum tax -- 92,301 --
Non-"C" corporations income tax provision
and other, net 24,813 81,531 87,890
--------------------------------------
Income tax provision $ 133,592 $ 332,543 $ 229,390
======================================
7. Long-Term Notes and Other Obligations
Long-term obligations consist of the following:
February 28 or 29
2001 2000
---------------------------------
Senior unsecured notes (net of unamortized discount of
$1,594,712 and $1,829,553 respectively) $103,405,288 $103,170,447
Senior secured facility 15,000,000 15,000,000
Senior secured obligations, payable either monthly or quarterly 4,418,951 4,691,600
Mortgage obligations, payable monthly 978,102 961,507
Capital leases, payable monthly 6,839,104 1,795,174
Subordinated secured obligations, payable monthly 1,994,504 2,390,656
Unsecured obligations, payable monthly 1,213,976 1,408,420
Performance incentive plans 2,406,000 3,197,000
---------------------------------
136,255,925 132,614,804
Less: Current maturities 1,332,628 1,275,823
---------------------------------
$134,923,297 $131,338,981
=================================
45
The Company has $105,000,000 of senior unsecured notes (the Senior Notes) due in
2007. The Senior Notes bear cash interest, payable semiannually, at a rate of
12%. The Senior Notes were issued at a discount of approximately $10,539,000,
which is being amortized to yield an effective interest rate of 12.2%. The
Senior Notes are only redeemable at the Company's option in the event of an
initial public offering or beginning December 15, 2002, at the following
redemption prices (expressed in percentages of principal amount), plus accrued
and unpaid interest:
Periods Beginning December 15, Redemption Price
------------------------------------------------------------
2002 106%
2003 104%
2004 102%
2005 and thereafter 100%
Following one or more public offerings of the Company's capital stock with
aggregate proceeds of at least $25 million, the Company may redeem up to 25% of
the aggregate principal amount of the Senior Notes at 112% of the principal
amount, plus accrued and unpaid interest provided the principal amount
outstanding after any such redemption is at least $79 million.
Upon the occurrence of a change in control, as defined, each holder of the
Senior Notes has the right to require the Company to purchase all or any part of
such holder's notes, at 101% of the principal amount thereof, plus accrued and
unpaid interest.
The Senior Notes are senior unsecured obligations of the Company. The Senior
Notes are unconditionally guaranteed, fully, jointly, and severally, by each of
the direct and indirect subsidiaries of BMC (the Guarantors), all of which are
wholly owned. BMC is a holding company and has no operations, assets, or cash
flows separate from its investments in its subsidiaries. Accordingly, separate
financial statements and other disclosures concerning the Guarantors have not
been presented because management has determined that they would not be material
to investors.
Brill Media Management, Inc., a wholly-owned subsidiary of BMC and the co-issuer
of the Senior Notes, has minimal assets and liabilities ($100 cash and $100
capital at February 28, 2001 and at February 29, 2000) and no income or expenses
since its formation in October 1997.
46
7. Long-Term Notes and Other Obligations (continued)
The Senior Notes restrict BMC and its restricted subsidiaries from the following
in excess of defined limitations: incurring additional indebtedness; making
restricted payments; creating or permitting any liens to exist; making
distributions; selling assets and subsidiary stock; transactions with
affiliates; completing sale/leaseback transactions; creating new subsidiaries or
designating unrestricted subsidiaries; engaging in other than permitted business
activities; and completing mergers and acquisitions.
In October 1999, as permitted under the Indenture governing the Senior Notes
(the Indenture), the Company borrowed $15 million under a secured credit
facility with a senior lender (the Senior Secured Facility), which matures
October 2004. The facility bears interest, payable monthly, at the prime rate
plus 1% (effectively 9.5% at February 28, 2001) with a minimum interest rate of
8% per annum. The facility restricts the Company from essentially the same
defined limitations as contained in the Indenture and includes certain financial
covenants with respect to earnings and asset coverage. The facility is secured
by substantially all assets of the restricted subsidiaries, as defined in the
Senior Notes.
The senior secured obligations include approximately $2.5 million of obligations
payable in quarterly installments including interest at the stated rate of 7%
with the final installments of approximately $1.9 million due February 2004 and
a $1.35 million obligation payable monthly in interest only installments at
prime plus 1% until December 2001, then in quarterly payments of principal and
interest until February 2009.
Subordinated secured obligations include approximately $1.2 million of
obligations payable in monthly installments including interest, at varying
interest rates until July 2006 and a $790,000 obligation payable monthly, with
interest at the stated rate of 7%, through October 2008 with a final installment
of $153,000 due November 2008.
The senior secured obligations, mortgage obligations and subordinated secured
obligations are secured by the respective property for which the loan was
initiated, and are effectively senior in right of payment to the Senior Notes
and the Senior Secured Facility.
During fiscal 2001, 2000 and 1999, the Company entered into new capital leases
totaling $5,614,000, $1,511,000, and $195,000 respectively.
47
7. Long-Term Notes and Other Obligations (continued)
In addition to the obligations described above, the Company has approximately
$1.2 million of unsecured obligations, which are stated net of imputed interest
and are payable through 2009.
The Company has performance incentive plans with certain executives, which are
recorded as long-term obligations. Such plans accumulate value based on certain
defined performance factors. The executives were fully vested at February 28,
2001. Payments under the terms of the plans would commence only upon the death,
disability, retirement, or termination of employment of an executive, and can be
made at the discretion of the Company in amounts and on terms no less favorable
to the executive than quarterly payments of 2.5% of the vested amount.
Aggregate maturities of long-term obligations during the next five years are as
follows:
Fiscal Year Amount
------------------------------------------------------------
2002 $1,332,628
2003 1,403,043
2004 3,395,266
2005 16,402,591
2006 808,314
The estimated fair market value of the Senior Notes was approximately $56.7
million at February 28, 2001, based on the average trading price at that date.
The fair market value of the Company's remaining long-term debt approximates its
carrying value.
48
8. Commitments
The Company leases certain land, buildings, and equipment. Rent expense for
fiscal 2001, 2000 and 1999 was $500,000, $599,000, and $426,000, respectively.
Future minimum lease payments under operating leases that have initial or
remaining noncancelable terms in excess of one year as of February 28, 2001, are
as follows:
Fiscal Year Amount
----------------------------------------------------------
2002 $314,940
2003 272,301
2004 162,650
2005 45,173
2006 22,209
Thereafter 239,426
Certain litigation and claims arising in the normal course of business are
pending against the Company and its subsidiaries. While it is not possible to
predict the results of these matters, the Company is of the opinion that the
ultimate disposition of all such matters, after taking into account the
liabilities accrued with respect thereto and possible recoveries under insurance
liability policies, will not have a material adverse effect on its consolidated
financial position.
9. Transactions With Related Parties
Brill Media Company, LP (BMCLP), owned indirectly by Mr. Brill, is a group
executive management operation, which provides supervisory activities and
certain corporate-wide administrative services to the Company. BMCLP earns a
fee, paid monthly as permitted, based on a percentage of revenue under standard
contractual arrangements. The Company was charged management fees by BMCLP in
fiscal 2001, 2000, and 1999 of $2,905,000, $2,885,000 and $2,784,000,
respectively. The payment of management fees is subordinated to the payment of
the Company's obligations under the Senior Notes.
The Company has a management agreement and a loan with an affiliate, owned by
Mr. Brill, which operates a radio station in the same market as the Company. In
accordance with the management agreement, the managed affiliate pays a fixed
management fee plus a variable fee based on performance, as defined. The Company
earned a management fee from the managed affiliate of $120,000 in each of fiscal
2001, 2000 and 1999.
At February 28, 2001 and February 29, 2000, the note receivable from the managed
affiliate totaled $8,302,000 and $7,703,000 respectively. The note receivable
bears interest at 12%, payable semi-annually. Principal and any outstanding
accrued interest is due November 2003. The Senior Notes indenture generally
limits the Company to $20 million of outstanding loans to managed affiliates.
49
9. Transactions With Related Parties (continued)
Capital leases with related parties were $6,510,000 at February 28, 2001 and
$1,331,000 at February 29, 2000. The interest expense on these leases was
$600,000, $48,000 and $19,000 for fiscal 2001, 2000 and 1999, respectively, and
is included in interest expense from long-term notes and other obligations in
the accompanying statements of operations.
At February 28, 2001, amounts due from related parties includes a $3,000,000
note receivable plus accrued interest of $34,000 from an affiliate which
operates a radio station in one of the Company's markets. This note bears
interest at the prime rate payable annually until maturity on December 31, 2003.
Also included in amounts due from related parties are notes receivable from
officers of $500,000 plus accrued interest of $19,000. The five year notes bear
interest at 6%, payable annually, with principal due March 2003. In addition,
the Company has notes receivable of $903,000 plus accrued interest of $10,000
from certain related parties, which owns a radio facility, leased by the
Company. The note bears interest at the prime rate plus 1% payable annually on
December 31 of each year until maturity on November 30, 2004.
At February 28, 2001, amounts payable to related parties include accrued
management fees of $2,630,000 and other operating payables of $742,000. At
February 29, 2000, amounts payable to related parties include accrued management
fees of $1,792,000 and other operating payables of $332,000.
50
10. Operating Segments
The Company has two operating segments: operation of AM and FM radio stations
and publication of daily and weekly newspapers and shoppers.
Information for the years ended February 28 or 29, 2001, 2000 and 1999,
regarding the Company's major operating segments is presented in the following
table:
Radio News Total
--------------------------------------------------
Revenues:
2001 $ 17,723,494 $ 28,090,222 $ 45,813,716
2000 17,953,605 26,964,169 44,917,774
1999 17,058,179 25,511,181 42,569,360
Operating income:
2001 1,332,997 3,036,435 4,369,432
2000 1,859,499 2,802,286 4,661,785
1999 1,577,499 3,717,368 5,294,867
Total assets:
2001 43,905,915 30,282,187 74,188,102
2000 45,249,876 35,868,940 81,118,816
1999 38,693,634 25,151,621 63,845,255
Depreciation and amortization expense:
2001 1,862,355 1,708,066 3,570,421
2000 1,796,665 1,524,867 3,321,532
1999 1,811,435 1,321,857 3,133,292
Capital expenditures:
2001 577,561 1,836,790 2,414,351
2000 477,738 964,951 1,442,689
1999 962,355 614,584 1,576,939
51
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company has not made any changes in, nor has it had any
disagreements with its accountants, on accounting and financial disclosure.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors of Media are elected annually by its sole shareholder, BMC.
Executive officers of Media are elected by, and serve at the pleasure of,
Media's board of directors.
The following table sets forth certain information with regard to Media's
principal executive officers and directors as of February 28, 2001.
Name Age Position
------------------------------------------------------------------------------
Alan R. Brill 58 Director, President and CEO
Robert M. Leich 58 Director
Philip C. Fisher 62 Director
Clifton E. Forrest 52 Director, Vice President (Newspapers) and
Assistant Secretary
Charles W. Laughlin 72 Director
Alan L. Beck 49 Vice President (Radio)
Donald C. TenBarge 43 Vice President, CFO, Secretary and Treasurer
Information concerning the experience and affiliations of the directors
and executive officers of Media is as set forth below.
ALAN R. BRILL, DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER. Mr.
Brill founded the Company's predecessor beginning in 1981 and has worked in the
media industry for 28 years. Prior to starting the Company, after Peace Corps
service in Ecuador, Mr. Brill joined Arthur Young & Co. in New York City where
he practiced as a CPA with a diversified clientele. In 1972, he joined a new,
publicly traded real estate investment trust in Atlanta as a senior financial
and administrative executive. The trust was involved in short and long-term real
estate loans, primarily to proprietary hospitals. In 1973, he was recruited by
Worrell Newspapers, Inc., a large, privately-owned newspaper group headquartered
in Charlottesville, Virginia, as its chief financial officer and named to the
company's Board of Directors. As a senior executive in the company, Mr. Brill
was involved in or responsible for all the company's numerous acquisitions and
financings, had a role in most significant operating matters and built a small
television group for the company. Soon after the founder transferred his
ownership interest to his son and withdrew from the business, Mr. Brill left
Worrell to form the Company's predecessor in 1981. Mr. Brill earned a B.A. in
economics and mathematics from DePauw University and an M.B.A. from Harvard
Business School. Mr. Brill is a Certified Public Accountant.
52
ROBERT M. LEICH, DIRECTOR. Mr. Leich is President of Diversified
Healthcare, Inc., and successor to Charles Leich & Co., one of the country's
largest independent drug distributors. He is a director of Old National Bank,
Evansville, Indiana and of the National Wholesale Druggists Association. He has
served on the board of numerous civic and business organizations. Mr. Leich
graduated from Yale University and received his M.B.A. degree from Indiana
University at Bloomington.
PHILIP C. FISHER, DIRECTOR. Dr. Fisher is Dean of Business, University
of Southern Indiana and has published extensively on the case study method for
entrepreneurial businesses. He has held numerous civic and business posts,
including the board of the Evansville Chamber of Commerce and the executive
committee of the Indiana Council for Economic Education. He received his
undergraduate degree from Wayne State College, an M.B.A. from the University of
South Dakota, and a Ph.D. from the Graduate School of Business of Stanford
University.
CLIFTON E. FORREST, DIRECTOR AND VICE PRESIDENT (NEWSPAPERS). Mr.
Forrest joined the Company's predecessors in 1981 as publisher of CMN. In 1987,
he moved to Evansville to become a senior officer of BMCLP. His responsibilities
consist of managing the publishing, printing and distribution areas and
overseeing employee benefit plans, risk management programs, personnel issues,
and certain other matters. Mr. Forrest has 35 years of industry experience
including 10 years at Worrell Newspapers, Inc. where he served in various roles
publishing daily and weekly newspapers in five different states. Mr. Forrest
earned a B.A. degree with an emphasis in journalism, marketing, advertising and
industrial sociology from Wichita State University.
CHARLES W. LAUGHLIN, DIRECTOR. Mr. Laughlin is a lawyer and presently
of counsel to Thompson & McMullan, P.C., a law firm in Richmond, Virginia. Mr.
Laughlin received his undergraduate degree from the College of William & Mary
and his J.D. from the University of Virginia. After completing a clerkship with
the United States Court of Appeals for the Fourth Circuit, he has practiced law
in Richmond, Virginia since 1956 and has served as counsel to the Company since
its inception.
ALAN L. BECK, VICE PRESIDENT (RADIO). Mr. Beck joined the Company's
predecessor in 1985 as President/General Manager of the Pennsylvania Stations.
After two years, he moved to the BMCLP where he became Vice President-Radio
Group Operations. Currently, his major responsibilities include supervising the
Stations and promotional companies through the general managers, and acting as a
resource for other operations. Mr. Beck has 24 years of experience in all facets
of the radio and television industries. Mr. Beck earned a B.A. degree in
marketing from Southern Illinois University.
DONALD C. TENBARGE, VICE PRESIDENT, CHIEF FINANCIAL OFFICER, SECRETARY
AND TREASURER. Mr. TenBarge joined BMCLP in 1988. He is responsible for the
financial management and reporting of all operations and companies. In addition
to managing the information systems, Mr. TenBarge also
53
participates in financing activities and acquisitions. Prior to joining BMCLP,
Mr. TenBarge was a manager in a regional CPA firm where he spent nine years
engaged in many aspects of audit, tax, systems, and financial planning. Mr.
TenBarge earned a B.S. in Accounting from the University of Evansville and is a
Certified Public Accountant.
The Company's businesses depend to a significant extent upon the
efforts, abilities, and expertise of Messrs. Brill, TenBarge, Beck, and Forrest.
The loss of any of these executives of BMCLP potentially would have an adverse
effect on the Company. Neither BMCLP nor the Company has any long-term
employment contract with Mr. Brill or any other executive officer.
To the full extent permitted by applicable Virginia law, Media is
obligated to indemnify its officers and directors for liabilities and expenses
incurred by them because of their status as officers or directors of Media.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company to
Mr. Brill, as its President, Chief Executive Officer and Treasurer, in all
capacities during the periods indicated. The Company did not pay any of its
executive officers salary and bonus in excess of $100,000 in fiscal 2001.
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Annual All Other
Name and Principal Position Year Salary Bonus Compensation Compensation
------------------------------ --------- ------------ --------- ------------------- ---------------------
Alan R. Brill, President, 2001 $0 $0 $0 $0
CEO and Director
2000 $0 $0 $0 $0
Mr. Brill and the other executive officers received no compensation from the
Company. All such persons also serve as officers of, and receive compensation
from, BMCLP. BMCLP provides management services to the Company and also to
affiliated and unaffiliated entities other than the Company pursuant to
administrative management agreements. During fiscal 2001, fiscal 2000 and fiscal
1999, BMCLP earned approximately $2.9 million, $2.9 million and $2.8 million,
respectively, for such services to the Company. See "Certain Relationships and
Related Transactions."
54
Options/SAR Grants in Fiscal 2001
The following table sets forth certain information with respect to
option grants made to Mr. Brill for the fiscal year ended February 28, 2001.
POTENTIAL
REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATES OF
SECURITIES OPTIONS/SARS STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION FOR
OPTIONS/ SARS EMPLOYEES IN PRICE EXPIRATION OPTION TERM
NAME GRANTED FISCAL YEAR ($/SH) DATE 5% 10%
- -----------------------------------------------------------------------------------------------------------------------------------
Alan R. Brill 0 N/A N/A N/A $0 $0
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 2001 AND 2000
FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/
ACQUIRED ON OPTIONS/SARS AT FISCAL SARS AT FISCAL YEAR-
EXERCISE VALUE YEAR-END, EXERCISABLE/ END, EXERCISABLE/
NAME (#)(1) REALIZED ($) UNEXERCISABLE (#) UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------------------------------
Alan R. Brill 0 $0 0 $0
The Company made no grants to Mr. Brill of options or stock
appreciation rights, and Mr. Brill did not exercise any stock or appreciation
rights, in the fiscal year ended February 28, 2001. Mr. Brill held no options or
SARs of the Company as of February 28, 2001.
Incentive Plan Agreements and Compensation of Directors
The Company has entered into performance incentive plan agreements
(Plans) with Clifton E. Forrest with respect to the Newspapers' business and
Alan L. Beck with respect to the Stations' business (the Executives) in their
capacities as executives of the Company. The Plans are valued annually based on
certain defined performance criteria. As of February 28, 2001, vested interests
of the Executives in the Plans totaled approximately $.2 million for Mr. Forrest
and $1.6 million for Mr. Beck. Payments under the Plans will commence only upon
fulfillment of certain contingencies, including the Executive's death,
disability, retirement, or employment termination and can be paid, at the
Company's option, in amounts not to exceed quarterly payments of 2.5% of the
Executive's vested amount. The Company also participates in a defined
contribution profit sharing plan to which all Company employees may make
voluntary contributions.
In the year ended February 28, 2001, Thompson & McMullan, P.C. (to
which Mr. Laughlin is of counsel) received approximately $275,000 in fees from
the Company. Additionally, Messrs. Leich, Fischer and Laughlin received
compensation as Directors for Media in fiscal 2001 in the combined amount of
$45,000.
55
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Mr. Brill is the ultimate owner of all of the equity of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since their organization or acquisition, each Subsidiary or affiliate
owner of a Newspaper or Station has paid management fees to Brill Media Company,
L.P. (BMCLP) pursuant to management agreements (Administrative Management
Agreements). BMCLP is a limited partnership whose limited partner is Northwest
Radio, Inc., an affiliate owned indirectly by Mr. Brill, and whose general
partner is Brill Media Company, Inc., also an affiliate of the Company also
owned by Mr. Brill. Acting pursuant to such Administrative Management
Agreements, BMCLP is responsible for and provides to the Stations and Newspapers
long-range strategic planning, management support and oversight, establishment
of primary policies and procedures, resource allocation, accounting and
auditing, regulatory and legal compliance and support, license renewals and the
evaluation of potential acquisitions. In addition, executives of BMCLP visit the
Company's Stations and Newspapers on a frequent basis to review performance, to
assist local management with programming, production, sales, and recruiting
efforts, to develop, implement, and verify overall Station and Newspaper
operating and marketing strategies, and, most importantly, to remain aware of
developments in each market. The executives of BMCLP are the same persons that
are executives of BMC (see "Directors and Executive Officers of the
Registrant"), for which they presently receive no compensation from the Company.
Pursuant to such Administrative Management Agreements, BMCLP earns an
annual fee, paid monthly as permitted, equal to ten percent of each Station's
net cash revenues and five percent of each of the Newspapers' net cash revenues.
Non-operating Subsidiaries and affiliates pay a nominal flat fee for any such
service received. For fiscal 2001, 2000 and 1999 the aggregate amount of such
Administrative Management Agreement fees charged to Subsidiaries was
approximately $2.9 million, $2.9 million, $2.8 million, respectively.
Pursuant to reimbursement agreements, from time to time third-party
services or products (such as insurance coverage) may be provided to one or more
of the Company, its Subsidiaries, or their affiliates, in which case such costs
are reimbursed on a ratable basis to the provider, which may be BMCLP, the
Company, or another Subsidiary or affiliate.
From time to time one or more of the Subsidiaries may provide
management services to a Managed Affiliate on an agreed fee basis for services
rendered. Such fees generally consist of a nominal fixed fee plus a variable
additional fee based upon the Managed Affiliate's performance. One of the
Company's Subsidiaries, Tri-State Broadcasting, Inc. (Tri-State) has entered
into such an agreement (Tri-State Agreement) with a Managed Affiliate, TSB III,
LLC, the owner of Stations WSTO-FM and WVJS-
56
AM licensed to Owensboro, Kentucky. The entity is wholly owned indirectly by Mr.
Brill. Pursuant to the Tri-State Agreement, Tri-State will receive from the
Managed Affiliate a monthly fee of $10,000 and an additional annual fee based
upon such Managed Affiliate's financial performance. The Company charged the
Managed Affiliate $120,000 for the year ended February 28, 2001, for such
services.
During fiscal 2001, the Company entered into $1.7 million in capital
leases on market rental terms with a related affiliate, owned indirectly by Mr.
Brill, for use of operating facilities and equipment for Stations in the
companies Indiana/Kentucky market. Also in fiscal 2001, the Company entered
into a $3.6 million capital lease on market rental terms with a related
affiliate, owned indirectly by Mr. Brill, for use of operating facilities for
the Newspapers in Mt. Pleasant, Michigan.
The Company entered into $1.2 million in capital leases on market
rental terms with an affiliate, owned indirectly by Mr. Brill, for use of a
studio facility and equipment in it's Minnesota market during fiscal 2000. Also
during fiscal 2000, the Company advanced the affiliate $903,000 towards the
renovation of the facility. The note bears interest at the prime rate plus 1%
payable annually on December 31 of each year until maturity on November 30,
2004.
From time to time various Company Subsidiaries and affiliates have
entered into loan transactions between themselves, which transactions are duly
recorded in the appropriate Company books and records and the annual effects of
which are fully reflected in the Company's financial statements.
During fiscal 1999, the Company advanced $3.0 million to an affiliate,
which operates a radio station in one of the Company's markets. The note bears
interest at the prime rate, payable annually until maturity on December 31,
2003. Also during this period, the Company advanced $500,000 to officers. The
notes bear interest at 6%, payable annually, with principal due March 2003.
The Company has loaned $8.3 million to the Managed Affiliate and
received in return therefore a Managed Affiliate Note, which is unsecured,
matures on November 15, 2003 and bears interest at a rate of 12% per annum. The
proceeds of such loans have been used by the Managed Affiliate to purchase
property, equipment, and intangibles and to provide working capital. Total
interest income earned by the Company on this loan totaled $.9 million for the
year ended February 28, 2001. It is anticipated that similar relationships may
be initiated with other affiliates in the future. No transaction may cause the
aggregate principal amount of Managed Affiliate Notes then outstanding to exceed
$20.0 million unless: (i) the Board of Directors, including a majority of the
disinterested members of the Board, determines that the terms of the transaction
are no less favorable than those that could be obtained at the time of such
transaction in arms-length dealings with a person who is not an "Affiliate";
(ii) the Company obtains a written opinion of an independent investment bank of
nationally recognized standing that the transaction is fair to the Company from
a financial point of view; and (iii) the
57
Company at the time of the transaction is able to make a "Restricted Payment"
(as such terms are defined in the Indenture) in an amount equal to such excess
amount.
BMCLP will provide management services to certain of the Subsidiaries
and may provide such services to other affiliates. Mr. Brill owns and controls,
directly or indirectly, all of such entities, which also may enter into other
contractual relationships from time to time. Such relationships may present a
conflict between Mr. Brill's interests, as the ultimate owner of all parties to
such relationships, and the interest of the holders of the Securities.
The Company is subject to provisions of Virginia law that restrict
transactions between the Company and its directors and officers, but the Company
does not additionally have a conflicts policy.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS
The following consolidated financial statements of the Company are
attached hereto (located under Item 8 Financial Statements and
Supplementary Data):
Report of Independent Auditors
Consolidated Statements of Financial Position at February 28, 2001 and
February 29, 2000
Consolidated Statements of Operations and Members' Deficiency for the
Years Ended February 28 or 29, 2001, 2000 and 1999
Consolidated Statements of Cash Flows for the Years Ended February 28
or 29, 2001, 2000 and 1999
Notes to Consolidated Financial Statements
58
(a)(2) FINANCIAL STATEMENT SCHEDULES The following financial statement schedule
is set forth herein: Schedule II - Valuation and Qualifying Accounts and
Reserves.
Brill Media Company, LLC
Schedule II - Valuation and Qualifying Accounts and Reserves
Deductions -
Amounts
Balance at Charged to Written Off
Beginning of Costs and Net of Balance at
Description Period Expenses Recoveries End of Period
- ---------------------------------------------- --------------- -------------- --------------- ---------------
Year ended February 28, 2001:
Allowance for doubtful accounts $ 285,744 $ 534,744 $ (586,526) $ 233,962
Year ended February 29, 2000:
Allowance for doubtful accounts $ 231,697 $ 486,921 $ (432,874) $ 285,744
Year ended February 28, 1999:
Allowance for doubtful accounts $ 182,050 $ 482,836 $ (433,189) $ 231,697
All other statements and schedules have been omitted because they are
not required under related instructions, are inapplicable or are immaterial, or
the information is shown in the consolidated financial statements of the Company
or the notes thereto.
(a)(3) EXHIBITS
The following exhibits are furnished with this report:
Exhibit Number Description of Exhibits
- -------------- -----------------------
99 Press Release
(a)(4) REPORTS ON FORM 8-K
The Company during the fiscal fourth quarter filed, and amended, a
Report on Form 8-K dated November 17, 2000 to report the acquisition of an
affiliate TSB IV, LLC. The report included the following financial statements as
exhibits thereto:
(a) Financial Statements of Business Acquired - TSB IV, LLC
(1) Report of Independent Auditor's
(2) Statements of Financial Position as of February 28 or 29, 2000,
1999, 1998
(3) Statements of Operations and Members' Deficiency for the years
ended February 28 or 29, 2000, 1999, 1998
(4) Statements of Cash Flows for the years ended February 28 or 29,
2000, 1999, 1998
(5) Notes to Financial Statements
(a)1 Financial Statements of Business Acquired - TSB IV, LLC
(1) Statements of Financial Position as of August 31, 2000 and 1999
59
(2) Statements of Operations and Members' Deficiency for the six
months ended August 31, 2000 and 1999
(3) Statements of Cash Flows for the six months ended August 31, 2000
and 1999
(4) Notes to Financial Statements
(b) Pro Forma Financial Information of Brill Media Company, LLC
(1) Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended February 29, 2000
(2) Notes to Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended February 29, 2000
(3) Unaudited Pro Forma Condensed Consolidated Statement of Financial
Position as of August 31, 2000
(4) Notes to Unaudited Pro Forma Condensed Consolidated Statement of
Financial Position as of August 31, 2000
(5) Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the six months ended August 31, 2000
(6) Notes to Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the six months ended August 31, 2000
60
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 thereunto duly authorized.
BRILL MEDIA COMPANY, LLC
By: BRILL MEDIA MANAGEMENT, INC.,
Manager
May 24, 2001 By /s/ Alan R. Brill
----------------------------------
Alan R. Brill
DIRECTOR, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
May 24, 2001 By /s/ Donald C. TenBarge
----------------------------------
Donald C. TenBarge
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER, SECRETARY AND TREASURER
(PRINCIPAL FINANCIAL
AND ACCOUNTING OFFICER)
May 24, 2001 By /s/ Robert M. Leich
----------------------------
Robert M. Leich
DIRECTOR
May 24, 2001 By /s/ Philip C. Fisher
-------------------------------
Philip C. Fisher
DIRECTOR
May 24, 2001 By /s/ Clifton E. Forrest
-----------------------------
Clifton E. Forrest
DIRECTOR AND VICE PRESIDENT
May 24, 2001 By /s/ Charles W. Laughlin
------------------------------
Charles W. Laughlin
DIRECTOR
61
EXHIBIT INDEX
Exhibit Number Description of Exhibits
-------------- -----------------------
99 Press Release
62