8-K/A 1 d24418_8k-a.txt FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------------ AMENDMENT No.1 TO FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------- Date of Report (Date of Earliest Event Reported): November 17, 2000 Brill Media Company, LLC (Exact name of registrant as specified in its charter) Virginia 333-44177 52-2071822 (State or other (Commission (IRS employer jurisdiction of file number) identification no.) incorporation) 420 N. W. FIFTH STREET, EVANSVILLE, INDIANA 47708 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (812) 423-6200 This Amendment No.1 amends and supplements the current Report on Form 8-K which was filed on December 4, 2000 by Brill Media Company, LLC. On November 17, 2000, certain wholly-owned subsidiaries of Brill Media Company, LLC (together with its wholly-owned subsidiaries, 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 (the "Acquisition"). Simultaneously, Mr. Alan 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 to the consolidated financial statements included in the Annual Report on Form 10-K of the Company for the fiscal year ended February 29, 2000, and was indirectly owned by Mr. Alan Brill. Accordingly, the transaction will be accounted for similar to a pooling-of-interests. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Item 7 is hereby amended by adding the following financial statements and information: (a) Financial Statements of Business Acquired - TSB IV, LLC (1) Report of Independent Auditors (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) Statement 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 February 29, 2000 (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 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BRILL MEDIA COMPANY, LLC By: BRILL MEDIA MANAGEMENT, INC., Manager Date: January 10, 2001 By /s/ ALAN R. BRILL ----------------------------------- Alan R. Brill DIRECTOR, PRESIDENT, AND CHIEF EXECUTIVE OFFICER Item 7a Financial Statements TSB IV, LLC (A Limited Liability Company) Years ended February 29, 2000 and February 28, 1999 and 1998 with Report of Independent Auditors TSB IV, LLC (A Limited Liability Company) Financial Statements Years ended February 29, 2000 and February 28, 1999 and 1998 Contents Report of Independent Auditors...............................................1 Financial Statements Statements of Financial Position.............................................2 Statements of Operations and Members' Deficiency.............................3 Statements of Cash Flows.....................................................4 Notes to Financial Statements................................................5 Report of Independent Auditors Members of TSB IV, LLC We have audited the accompanying statements of financial position of TSB IV, LLC as of February 29, 2000 and February 28, 1999 and 1998, and the related statements of operations and members' deficiency, and cash flows for each of the three years in the period ended February 29, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements 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 financial statements referred to above present fairly, in all material respects, the financial position of TSB IV, LLC at February 29, 2000 and February 28, 1999 and 1998, and the results of its operations and its cash flows for each of the three years in the period ended February 29, 2000 in conformity with accounting principles generally accepted in the United States. As discussed in Note 2 to the financial statements, in fiscal 2000 the Company changed its method of accounting for start-up costs. January 10, 2001 Ernst & Young LLP TSB IV, LLC (A Limited Liability Company) Statements of Financial Position

See accompanying notes. 2 TSB IV, LLC (A Limited Liability Company) Statements of Operations and Members' Deficiency

See accompanying notes. 3 TSB IV, LLC (A Limited Liability Company) Statements of Cash Flows

See accompanying notes. 4 TSB IV, LLC (A Limited Liability Company) Notes to Financial Statements Years ended February 29, 2000 and February 28, 1999 and 1998 1. Basis of Presentation and Business The financial statements include the accounts of TSB IV, LLC (the Company) which is owned indirectly by Alan R. Brill (Mr. Brill). The Company owns and operates a radio station in the Evansville, Indiana/Henderson, Kentucky market. The Company was organized on December 18, 1996 as a limited liability company under the laws of the state of Virginia and has a term of 50 years. 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. 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 Broadcast equipment 3 to 13 years Furniture and fixtures 3 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. 5 2. Significant Accounting Policies (continued) 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 29, 2000. 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 an ad is aired. Advertising Advertising costs are expensed as incurred and totaled $349,391, $278,561 and $288,985 for the years ended February 29, 2000 and February 28, 1999 and 1998, respectively. Comprehensive Income Net loss for the three years in the period ended February 29, 2000 is the same as comprehensive loss. Recently Issued Accounting Standards 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, $13,829 of previously capitalized start-up costs as a cumulative effect of change in accounting principle. All future start-up or preopening costs will be expensed as incurred. 6 3. Acquisitions and Dispositions In January 1997, the Company entered into a contract to purchase the assets of a radio station located in Evansville, Indiana/Henderson, Kentucky for $8,000,000 in cash. The Company further contracted to lease the programming of the radio station from the seller under a Time Brokerage Agreement (TBA) beginning in February 1997, for $31,000 per month, until transfer of the FCC license in May 1997. Accordingly, the accompanying financial statements also reflect the operations of the station pursuant to the TBA arrangement through the purchase date. The acquisition in May 1997, has been accounted for as a purchase effective on such date. The purchase price was allocated as follows: Property and equipment $ 1,800,000 Goodwill and FCC license 6,200,000 ------------ $ 8,000,000 ============ 4. Property and Equipment Property and equipment consists of the following:

6. Income Taxes The Company is a limited liability company whose taxable income or loss for federal and state income tax purposes is ultimately passed through to Mr. Brill. Accordingly, the financial statements include no provision for federal or state income taxes. 7 7. Long-Term Debt Long-term debt consists of a purchase money note to a bank payable monthly which matures in September 2002. Aggregate maturities of long-term obligations during the next three years are as follows: Fiscal Year Amount ---------------------------- 2001 $ 4,011 2002 4,104 2003 2,590 In March 2000, the Company entered into a capital lease for equipment totaling $262,500 with a related company for $4,589 per month and maturing February 2007. 8. Commitments and Contingencies The Company leases certain equipment. Rent expense for fiscal 2000, 1999 and 1998 was $9,421, $6,549 and $5,693, respectively. At February 29, 2000 the Company had no operating leases that have initial or remaining noncancelable terms in excess of one year. In March 2000, the Company began leasing studio and administrative offices from a related party for $5,333 per month plus reimbursement of common operating costs. 9. Transactions With Related Parties In addition to the related party transactions discussed in Notes 7 and 8, the Company had the following related party transactions. 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. In addition, a wholly-owned subsidiary of Brill Media Company, LLC (together with its wholly-owned subsidiaries, BMCLLC), a related company, provided certain management services to the Company for which it received management fees of $10,000 per month. 8 9. Transactions With Related Parties (continued) The Company incurred management fees to BMCLP and BMCLLC in fiscal 2000, 1999 and 1998 of $323,741, $320,857 and $307,813, respectively. At February 29, 2000 and February 28, 1999 and 1998, $448,293, $234,552 and $33,695 of management fees are unpaid, non-interest-bearing, and are included in amounts payable to related parties in the accompanying statements of financial position. At February 29, 2000, February 28, 1999 and February 28, 1998, the unsecured note payable to BMCLLC totaled $12,296,834, $11,215,375, and $9,792,375 respectively. The note bears interest at 12%, payable semi-annually. Principal and any outstanding accrued interest is due November 2003. This note replaced the third party borrowings used to purchase the radio station. As part of this transaction, deferred financing costs associated with the original third party financing were written off in the amount of $259,915 and are included in the accompanying statement of operations as an extraordinary item. Amounts due to related parties at February 29, 2000 and February 28, 1999 also include other operating payables of $16,059 and $14,609 respectively. Amounts due to related parties at February 28, 1998 include other operating payables of $5,616, and accrued interest payable of $193,938. 10. Subsequent Events On November 17, 2000, certain wholly-owned subsidiaries of Brill Media Company, LLC paid $1,099 in cash to acquire 100% of the membership interests of the Company pursuant to an Agreement for Transfer of Membership Interest. A subsidiary of Brill Media Company, LLC was the holder of the note payable discussed in Note 9. 9 TSB IV, LLC (A Limited Liability Company) Financial Statements Contents Statements of Financial Position...............................................1 Statements of Operations and Members' Deficiency...............................2 Statements of Cash Flows.......................................................3 Notes to Financial Statements..................................................4 TSB IV, LLC (A Limited Liability Company) Statements of Financial Position

See accompanying notes. 1 TSB IV, LLC (A Limited Liability Company) Statements of Operations and Members' Deficiency (Unaudited) Six Months Ended August 31 2000 1999 ------------------------------- Revenues $ 970,493 $ 1,207,958 Operating expenses: Operating departments 867,253 876,929 Management fees 148,314 170,079 Depreciation 79,208 55,344 Amortization 79,190 79,190 ------------------------------- 1,173,965 1,181,542 ------------------------------- Operating income (loss) (203,472) 26,416 Other income (expense): Interest - related party, net (780,438) (693,605) Interest - other, net (4,611) (916) Loss on sale of assets, net (113,541) -- ------------------------------- (898,590) (694,521) ------------------------------- Loss before cumulative effect of change in accounting principle (1,102,062) (668,105) Cumulative effect of change in accounting principle -- 13,829 ------------------------------- Net loss (1,102,062) (681,934) Members' deficiency, beginning of period (4,995,653) (3,327,104) ------------------------------- Members' deficiency, end of period $(6,097,715) $(4,009,038) =============================== See accompanying notes. 2 TSB IV, LLC (A Limited Liability Company) Statements of Cash Flows (Unaudited)

See accompanying notes. 3 TSB IV, LLC (A Limited Liability Company) Notes to the Financial Statements (Unaudited) 1. Basis of Presentation The accompanying unaudited financial statements include the accounts of TSB IV, LLC (the Company), which is indirectly owned by Alan R. Brill. These statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the six-month period ended August 31, 2000 are not necessarily indicative of the results that may be expected for the year ending February 28, 2001. For further information, refer to the audited financial statements for the year ended February 29, 2000. 2. Transactions with Related Parties During the first six months of fiscal 2001, the Company entered into a capital lease for equipment totaling $262,500 with a related company payable at $4,589 per month, maturing February 2007. In addition, the Company leases studio space and administrative offices from related party for $5,333 per month, plus reimbursement of common operating costs. 3. Subsequent Events On November 17, 2000, certain wholly-owned subsidiaries of Brill Media Company, LLC paid $1,099 in cash to acquire 100% of the membership interests of the Company pursuant to an Agreement for Transfer of Membership Interest. A subsidiary of Brill Media Company, LLC is the holder of the note payable to a related party as further discussed in Note 9 to the Company's audited financial statements for the year ended February 29, 2000. 4 BRILL MEDIA COMPANY, LLC UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated financial statements give effect to the acquisition (the "Acquisition") of TSB IV, LLC by certain wholly owned subsidiaries of Brill Media Company, LLC (the "Company"). The Company has accounted for the Acquisition similar to a pooling-of-interests due to the related party nature of the transaction. The unaudited pro forma condensed consolidated statement of financial position gives effect to the Aquisition as if it occurred on August 31, 2000. The unaudited pro forma condensed consolidated statements of operations for the year ended February 29, 2000 and six months ended August 31, 2000 give effect to the Acquisition as if it had occurred on March 1, 1999. The pro forma adjustments are based on available information and certain assumptions that the Company believes are reasonable under the circumstances. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the separate historical financial statements of TSB IV, LLC and Brill Media Company, LLC, and related notes thereto included in this Report, in the Quarterly Report on Form 10Q of the Company for the quarter ended August 31, 2000 and in the Annal Report on Form 10K of the Company for the year ended February 29, 2000. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the actual results of operations or financial position that would have occurred had the acquisition by Brill Media Company, LLC of TSB IV, LLC occurred on the dates indicated nor are they necessarily indicative of future operating results or financial position and are not intended to be a projection of future results or trends. 1 BRILL MEDIA COMPANY, LLC UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATONS YEAR ENDED FEBRUARY 29, 2000

See accompanying notes. 2 BRILL MEDIA COMPANY, LLC NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED FEBRUARY 29, 2000 (A) To reflect the elimination of management fees paid by TSB IV, LLC to a wholly owned subsidiary of the Company in the amount of $10,000 per month. (B) To reflect the elimination of interest expense on a note payable by TSB IV, LLC to a wholly owned subsidiary of the Company. 3 BRILL MEDIA COMPANY, LLC UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AUGUST 31, 2000

4 BRILL MEDIA COMPANY, LLC NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AUGUST 31, 2000 (A) To reflect the elimination of related party interest. (B) To reflect the elimination of a related party note. 5 BRILL MEDIA COMPANY, LLC UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATONS SIX MONTHS ENDED AUGUST 31, 2000

See accompanying notes. 6 BRILL MEDIA COMPANY, LLC NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS SIX MONTHS ENDED AUGUST 31, 2000 (A) To eliminate the rent for studio space and related occupancy expenses paid by TSB IV, LLC to the Company. (B) To reflect the elimination of management fees paid by TSB IV, LLC to the Company in the amount of $10,000 per month. (C) To reflect the elimination of interest expense on the related party note. 7

BRILL MEDIA CO LLC 8-K/A