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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 6, 2001
Radio One, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 333-30795 52-1166660
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
5900 PRINCESS GARDEN PARKWAY
7TH FLOOR
LANHAM, MARYLAND 20706
(Address of Principal Executive Offices, including Zip Code)
(301) 306-1111
(Registrant's Telephone Number, Including Area Code)
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Item 7 Financial Statements, Pro Forma Information and Exhibits
The purpose of this Current Report on Form 8-K is to update certain
financial statements and pro forma information initially included in Radio One,
Inc.'s filing of Amendment No. 1 to Form 8-K which we filed with the SEC on
April 9, 2001 (File No. 000-25969; Film No. 1598370).
(a) Financial statement of businesses acquired.
1
BLUE CHIP BROADCASTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December
2001 31, 2000
------------ -----------
Unaudited
ASSETS:
Cash and cash equivalents......................... $ 1,064,690 $ 893,474
Accounts receivable, less allowance for doubtful
accounts of $406,000 and $352,000, respectively.. 6,011,099 6,602,909
Prepaid expenses and other........................ 612,692 248,310
------------ -----------
Total current assets............................ 7,688,481 7,744,693
Property and equipment, net....................... 8,413,966 8,829,222
Intangible assets, net............................ 77,431,628 80,889,744
Other............................................. 1,276,716 1,271,254
------------ -----------
Total assets.................................... $ 94,810,791 $98,734,913
============ ===========
LIABILITIES:
Current portion of long-term debt................. $ 2,953,379 $ 2,934,836
Accounts payable, trade........................... 778,113 724,512
Accrued expenses.................................. 1,828,022 1,548,640
Accrued interest.................................. 383,661 56,168
Other............................................. 173,563 20,079
------------ -----------
Total current liabilities....................... 6,116,738 5,284,235
Long-term debt.................................... 46,286,637 48,245,242
Accrued interest, subordinated debt............... 3,343,556 3,113,759
Other............................................. 67,586 73,260
------------ -----------
Total liabilities............................... 55,814,517 56,716,496
Commitments and contingencies
Series B redeemable common stock, $.01 par value,
776,962 shares authorized, issued and
outstanding; liquidation value of $40,000,000.... 40,000,000 40,000,000
Series D redeemable common stock, $.01 par value,
398,794 shares authorized, issued and
outstanding; liquidation value of $31,823,836 and
$31,306,027 at March 31, 2001 and December 31,
2000, respectively............................... 31,823,836 31,306,027
STOCKHOLDERS' DEFICIT:
Series A common stock, $.01 par value, 1,031,429
shares authorized, 1,015,063 issued and
outstanding...................................... 10,151 10,151
Series C common stock, $.01 par value, 199,114
shares authorized, none issued or outstanding....
Accumulated deficit............................... (32,837,713) (29,297,761)
------------ -----------
Total stochholders' deficit..................... (32,827,562) (29,287,610)
------------ -----------
Total liabilities, redeemable preferred stock
and stockholders' deficit...................... $ 94,810,791 $98,734,913
============ ===========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
2
BLUE CHIP BROADCASTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended March 31, 2001 and 2000
(unaudited)
2001 2000
----------- ------------
Broadcast revenue.................................. $ 7,202,276 $ 6,546,185
Barter revenue..................................... 222,468 170,857
Other revenues..................................... 565,981 467,534
Less agency commissions............................ (887,244) (893,229)
----------- ------------
Net revenue...................................... 7,103,481 6,291,347
Broadcast operating expenses....................... 5,326,944 4,440,699
Barter expense..................................... 228,363 170,857
Depreciation and amortization...................... 1,954,964 1,566,625
Corporate general and administrative............... 684,077 422,358
Terminated acquisition costs....................... 339,611
----------- ------------
Operating loss................................... (1,090,867) (648,803)
Interest expense................................... (1,498,155) (1,549,817)
Interest income.................................... 7,595
(Loss) gain on sale of radio station............... (433,121) --
----------- ------------
Net loss......................................... (3,022,143) (2,191,025)
Series D redeemable stock dividends................ (517,809)
Accretion of increased redemption value of Series B
redeemable common stock........................... (10,500,000)
----------- ------------
Net loss applicable to common stock............... $(3,539,952) $(12,691,025)
=========== ============
Basic and Diluted Loss Per Common Share............
Net loss per common share......................... $ (1.62) $ (7.08)
Weighted Average Common Shares Outstanding.........
Basic and Diluted................................. 2,190,819 1,792,025
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
BLUE CHIP BROADCASTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2001 and 2000
(unaudited)
2001 2000
----------- -----------
Cash flows from operating
activities:
Net cash provided by
operating activities... $ 611,498 $ 427,167
----------- -----------
Cash flows from investing
activities:
Capital expenditures.... (90,946) (216,033)
Cash paid for
acquisitions........... (2,077,600)
Purchase of intangible
asset.................. (60,000)
Cash receipts from sale
of assets.............. 1,750,000 9,000
Deposits and other...... (5,462) (1,650,000)
----------- -----------
Net cash provided by (used
in) investing
activities............... 1,593,592 (3,934,633)
----------- -----------
Cash flows from financing
activities:
Issuance of long-term
debt................... 1,000,000 4,000,000
Repayment of long-term
debt................... (2,939,646) (338,136)
Payment of debt issuance
costs.................. (88,767) (108,122)
Payment of equity
issuance costs......... (20,849)
Other................... (5,461) (14,863)
----------- -----------
Net cash (used in)
provided by financing
activities............... (2,033,874) 3,518,030
----------- -----------
Net increase in cash...... 171,216 10,564
Cash and cash equivalents,
beginning of year........ 893,474 1,612,105
----------- -----------
Cash and cash equivalents,
end of year.............. $ 1,064,690 $ 1,622,669
=========== ===========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
BLUE CHIP BROADCASTING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Financial Statements
The December 31, 2000 condensed consolidated balance sheet data was derived
from audited financial statements, but does not include all disclosures required
by generally accepted accounting principles. The financial statements included
herein have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Although certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, the Company
believes that the disclosures are adequate to make the information presented not
misleading and reflect all adjustments (consisting only of normal recurring
adjustments) which are necessary for a fair presentation of results of
operations for such periods. Results for interim periods may not be indicative
of results for the full year. It is suggested that these condensed consolidated
financial statements be read in conjunction with the consolidated financial
statements for the year ended December 31, 2000 and the notes thereto, included
in the Radio One Form 8-K dated April 9, 2001.
2. Radio One Merger
On February 7, 2001, the Company and the Company's stockholders entered into
a definitive merger agreement with Radio One, Inc. ("Radio One") providing for
the merger of the Company with and into a wholly owned subsidiary of Radio One.
All of the Company's subsidiaries will become wholly owned subsidiaries of
Radio One subsequent to the merger. The Company's stockholders will receive
aggregate consideration of $190,000,000 less the consolidated liabilities of
the Company and other adjustments as defined in the merger agreement. The net
proceeds payable to the Company's stockholders will consist of a minimum of
$25,000,000 in cash and a maximum of $50,000,000 in cash, with the balance
consisting of Radio One Class D common stock valued at $14 per share. In June
2001, the Company received the necessary regulatory approvals to consummate the
merger with Radio One. Subsequent to receiving these approvals, Radio One
exercised their right per the merger agreement to extend the closing date of
the transaction to no later than August 15, 2001. The merger is intended to
constitute a reorganization under Section 368(a) of the Internal Revenue Code;
therefore, any gain attributable to the stock consideration received by the
Company's stockholders will not be immediately subject to federal income taxes.
The Company has incurred approximately $350,000 in legal and accounting fees
related to the merger, of which approximately $225,000 were incurred in the
first quarter of 2001. These costs have been expensed as incurred as corporate
expenses.
3. Dispositions
On March 16, 2001, the Company sold the FCC license and certain broadcast
assets of WFIA-AM in Louisville, Kentucky for $1,750,000. The Company
recognized a loss of approximately $433,000 related to the sale.
4. Subsequent Events
In June 2001, the Company sold the FCC license and certain broadcast assets
of WBTF-FM in Lexington, Kentucky for $1,100,000 in cash at closing and a
promissory note in the amount of $1,500,000. The Company expects to close on
the sale of WLXD-FM for $400,000 in cash sometime in the fourth quarter of
2001.
5
(b) Pro forma financial information.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma consolidated financial statements for the
year ended December 31, 2000 and the three months ended March 31, 2001 (the "Pro
Forma Consolidated Financial Statements") are based on the historical
Consolidated Financial Statements of Radio One included in our Annual Report on
Form 10-K for the year ended December 31, 2000 which we filed with the SEC on
April 2, 2001 (File No. 000-25969, Film No. 1591885) and our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2001 which we filed with the SEC
on May 15, 2001 (File No. 000-25969, Film No. 1637108).
The pro forma amounts for the year ended December 31, 2000, and the three
months ended March 31, 2001, are adjusted to give effect to the following
transactions as if they had occurred on January 1, 2000:
. our acquisitions of:
-- WPLY-FM in Philadelphia;
-- Davis Broadcasting (through which we acquired six radio stations:
WTHB-AM, WAEG-FM, WAKB-FM, WAEJ-FM and WFXA-FM in Augusta, and WCHH-
FM (formerly WCCJ-FM) in Charlotte;
-- WYJZ-FM, WHHH-FM, WTLC-FM (formerly WBKS-FM) and WDNI-LP (formerly
W53AV-LP) in Indianapolis; and
-- twelve radio stations from Clear Channel Communications, Inc. and
AMFM, Inc. (KKBT-FM in Los Angeles, KMJQ-FM and KBXX-FM in Houston,
WVCG-AM in Miami, KBFB-FM in Dallas, WZAK-FM and WJMO-AM in
Cleveland, WFXC-FM, WFXK-FM, WNNL-FM and WQOK-FM in Raleigh-Durham,
and the subsequently divested WJMZ-FM in Greenville);
. our pending acquisitions of:
-- WJMO-FM (formerly WPLZ-FM), WCDX-FM, WPZE-FM and WGCV-AM in
Richmond;
-- Blue Chip Broadcasting, Inc. (through which we expect to acquire
sixteen radio stations: WIZF-FM and WDBZ-AM in Cincinnati, WCKX-FM,
WXMG-FM and WJYD-FM in Columbus, WGTZ-FM, WING-FM, WING-AM and WKSW-
FM in Dayton, WDJX-FM, WBLO-FM, WGZB-FM, WULV-FM, WMJM-FM and WLRS-
FM in Louisville, and KTTB-FM in Minneapolis); and
-- WPEZ-FM in Atlanta (pro forma balance sheet only);
. the divestiture of KJOI-AM in Dallas;
. the use of proceeds from our bank credit facility used to finance
partially the Clear Channel/AMFM and Blue Chip acquisitions; and
. the issuance on May 18, 2001 of $300 million of 8 7/8% senior
subordinate notes due 2011.
The pro forma balance sheet data are adjusted to give effect to the
transactions described above as if they had occurred as of March 31, 2001,
unless the transactions had actually occurred prior to that date.
The pro forma financial statements were prepared using financial accounting
standards in effect as of March 31, 2001. Thus, the pro forma financial
statements do not reflect the accounting of the Financial Accounting Standards
Board (FASB) pronouncement on Business Combinations and Intangible Assets--
Accounting for Goodwill, which became effective on June 30, 2001. The new
pronouncement requires the use of a non-amortization approach to account for
certain purchased intangible assets. Under the non-amortization approach
certain intangible assets would be tested for impairment, rather than being
amortized to earnings.
These transactions are described in the accompanying notes to the Pro Forma
Consolidated Financial Statements. The pro forma data are based upon available
information and certain assumptions that management believes are reasonable.
The Pro Forma Consolidated Financial Statements do not purport to represent
what our results of operations or financial condition would actually have been
had these transactions occurred on the dates indicated or to project our
results of operations or financial condition for any future period or date. The
6
Pro Forma Consolidated Financial Statements should be read in conjunction with
our Consolidated Financial Statements, the historical consolidated financial
statements of Blue Chip and its subsidiaries, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in our
Annual Report on Form 10-K for the year ended December 31, 2000 which we filed
with the SEC on April 2, 2001 (File No. 000-25969, Film No. 1591885), and our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 which we
filed with the SEC on May 15, 2001 (File No. 000-25969, Film No. 1637108).
After an acquisition, the total consideration of such acquisition will be
allocated to the tangible and intangible assets acquired and liabilities
assumed, if any, based upon their respective estimated fair values. The
allocation of the aggregate total consideration included in the Pro Forma
Consolidated Financial Statements is preliminary as we believe further
refinement is impractical at this time. However, we do not expect that the
final allocation of the total consideration will materially differ from the
preliminary allocations.
7
Unaudited Pro Forma Consolidated Statement of Operations and Other Data
Year Ended December 31, 2000
--------------------------------------------------------------------------------------------
Pro Forma
Pro Forma for
Completed for Pending Completed Pro Forma
Transactions Completed Transactions and Pending Offering as
Historical(a) Adjustments(b) Transaction Adjustments(c) Transactions Adjustments Adjusted
------------- -------------- ----------- -------------- ------------ ----------- ----------
(in thousands)
Statement of Operations:
Net broadcast revenue.. $ 155,666 $ 70,527 $226,193 $31,469 $257,662 -- $ 257,662
Station operating
expenses.............. 77,280 30,585 107,865 21,728 129,593 -- 129,593
Corporate expenses..... 6,303 910 7,213 170 7,383 -- 7,383
Depreciation and
amortization.......... 63,207 58,808 122,015 15,315 137,330 -- 137,330
----------- -------- -------- ------- -------- ----- ----------
Operating income
(loss)................ 8,876 (19,776) (10,900) (5,744) (16,644) -- (16,644)
Interest expense....... 32,407 28,316 60,723 4,170 64,893 1,221(d) 66,114
Other income (expense),
net................... 20,084 (20,053) 31 34 65 -- 65
Income tax expense
(benefit)............. 804 -- 804 -- 804 (804)(e) --
----------- -------- -------- ------- -------- ----- ----------
Net loss............... $ (4,251) $(68,145) $(72,396) $(9,880) $(82,276) $(417) $ (82,693)
=========== ======== ======== ======= ======== ===== ==========
Net loss applicable to
common stockholders.... $ (13,487) $ (102,845)
=========== ==========
Earnings per Common
Share:
Basic and diluted...... $ (.16) $ (1.11)
Weighted Average Common
Shares Outstanding
Basic and diluted...... 84,540 92,448
Statement of Cash Flows:
Cash flows from:
Operating activities... $ 55,686
Investing activities... (1,220,023)
Financing activities... 1,178,995
Other Data:
Broadcast cash flow(f).. $ 78,386 $ 128,069
Broadcast cash flow
margin(g).............. 50.4% 49.7%
EBITDA(f)............... $ 72,271 $ 120,874
EBITDA margin(g)........ 46.4% 46.9%
After tax cash flow(f).. $ 48,712 $ 32,675
Cash interest
expense(h)............. 28,581 61,034
Capital expenditures.... 3,665 5,168
Ratio of total debt to EBITDA............................................................................. 6.4x
Ratio of EBITDA to interest expense....................................................................... 1.8x
Ratio of EBITDA to cash interest expense(h)............................................................... 2.0x
Ratio of earnings to fixed charges(i)..................................................................... --
8
Footnotes for the Unaudited Pro Forma Consolidated Statement of Operations and
Other Data for the Year Ended December 31, 2000
(a) See the consolidated financial statements included in our Annual Report
on Form 10-K for the year December 31, 2000 which we filed with the SEC
on April 2, 2001 (File No. 000-25969, Film No. 1591885).
(b) The table below gives effect to the acquisitions completed during the
period January 1, 2000 through December 31, 2000, as if they occurred on
January 1, 2000. The operating results include activities of these
entities during 2000 prior to the period acquired by Radio One. The 2000
operating results after the acquisition by Radio One are included in the
Radio One historical amounts:
Historical
-----------------------------------------------------------------------------------------------------------
WPLY Davis Shirk AMFM Clear Channel Pro Forma
Historical(/1/) Historical(/2/) Historical(/3/) Historical(/4/) Historical(/4/) Adjustments(/5/) Total
--------------- --------------- --------------- --------------- --------------- ---------------- --------
(in thousands)
Statement of
Operations:
Net broadcast
revenue......... $1,405 $1,534 $2,189 $32,246 $33,153 $ -- $ 70,527
Station operating
expenses........ 726 961 1,539 15,342 12,138 (121)(/6/) 30,585
Corporate
expenses........ 117 49 8 -- -- 736(/7/) 910
Depreciation and
amortization.... 6 135 160 5,947 3,488 49,072(/8/) 58,808
------ ------ ------ ------- ------- -------- --------
Operating income
(loss)......... 556 389 482 10,957 17,527 (49,687) (19,776)
Interest
expense......... -- -- 85 -- -- 28,231(/9/) 28,316
Other income
(expense), net.. 9 -- 22 -- -- (20,084)(/10/) (20,053)
Income tax
allocation...... -- -- -- (4,382) (7,011) 11,393(/11/) --
------ ------ ------ ------- ------- -------- --------
Net income
(loss)......... $ 565 $ 389 $ 419 $ 6,575 $10,516 $(86,609) $(68,145)
====== ====== ====== ======= ======= ======== ========
- --------
(/1/)The column represents the historical results of operations for the period
ended February 28, 2000, that were obtained from unaudited financial
statements.
(/2/)The column represents the historical results of operations for the period
ended June 7, 2000, the date the stations were purchased by Radio One. As
these stations acquired did not prepare stand-alone financial statements,
these financial statements were carved out from a larger entity and
include the direct revenue and expenses charged to those stations and an
allocation of those expenses which benefitted the stations but were not
directly charged to the stations. As these results of operations include
allocated expenses, these financial statements do not represent what the
results from operations would have been if the stations operated on a
stand-alone basis or what they would have been if they were owned by
Radio One.
(/3/)The column represents the historical results of operations for the period
ended June 8, 2000, the date the stations were purchased by Radio One,
that were obtained from unaudited financial statements of Shirk, Inc. and
IBL, L.L.C.
(/4/)The column represents the historical results of operations of the
stations for the period ended August 25, 2000, the date the stations were
purchased by Radio One. See the financial statements included in our
Amendment No. 1 to the Current Report on Form 8-K which we filed with the
SEC on April 9, 2001 (File No. 000-25969, Film No. 1598370).
(/5/)Pro forma adjustments related to the sale of KJOI-AM (formerly KLUV-AM)
for $16.0 million have not been included in this statement of operations
as the activity for the year ended December 31, 2000 is not significant
as KJOI-AM was purchased on September 25, 2000.
(/6/)To eliminate expenses which Radio One does not expect to incur going
forward, which consist primarily of corporate officers' salaries.
(/7/)To record additional corporate expenses of $910,000 which Radio One
expects to incur related to the acquisitions and to eliminate $174,000 in
corporate expenses which Radio One does not expect to incur going
forward.
(/8/)To record additional depreciation and amortization expense that would
have been recorded if the acquisitions had occurred and the payment of
the additional $4.0 million purchase price of Richmond II based on the
earn out provision calculated as follows:
Excess purchase price over tangible assets acquired of WPLY-FM,
Davis, Shirk, AMFM
and Clear Channel amortized over 15 years......................... $58,523
Additional purchase price paid for Richmond II of $4.0 million
amortized over 15 years.......................................... 133
Amortization of the $3.5 million in acquisition costs over 15
years............................................................ 152
Less: Previously recorded amortization expense.................... 9,736
-------
Total........................................................... $49,072
=======
9
(/9/)To reflect the interest expense on the bank credit facility, to record
the amortization of deferred finance costs and to eliminate interest
expenses of the entities purchased.
Assumed $570.0 million used of the line of credit at 7.5% to fund
the acquisitions................................................. $27,787
Amortization of the $5.7 million in financing costs using the
effective interest method........................................ 529
Less: Interest expense that would not have been incurred.......... 85
-------
Total........................................................... $28,231
=======
(/10/)To eliminate Radio One's historical interest income as excess cash would
have been used to partially finance the acquisitions.
(/11/)To eliminate the historical tax expense as Radio One would have had a
net loss as to which it would have provided a 100% valuation reserve to
offset the deferred income tax benefit.
(c) The table below gives effect to the acquisitions pending as of December
31, 2000.
Richmond III Blue Chip Adjusted Pro Forma
Historical(/1/) Historical(/2/) WFIA-AM(/3/) Lexington(/4/) Blue Chip Adjustments Total
--------------- --------------- ------------ -------------- --------- ----------- -------
Statement of Operations:
Net broadcast revenues.. $-- $32,214 $451 $ 294 $31,469 $ -- $31,469
Station operating
expenses............... -- 22,943 297 605 22,041 (313)(/5/) 21,728
Corporate expenses...... -- 2,060 -- -- 2,060 (1,890)(/5/) 170
Depreciation and
amortization........... -- 7,515 175 246 7,094 8,221(/6/) 15,315
Asset Impairment Loss... -- 2,560 -- 2,560 -- -- --
---- ------- ---- ------- ------- ------- -------
Operating income
(loss)................ -- (2,864) (21) (3,117) 274 (6,018) (5,744)
Interest expense........ -- 6,321 -- -- 6,321 (2,151)(/7/) 4,170
Other income............ -- 39 1 4 34 -- 34
---- ------- ---- ------- ------- ------- -------
Net income (loss)...... $-- $(9,146) $(20) $(3,113) $(6,013) $(3,867) $(9,880)
==== ======= ==== ======= ======= ======= =======
- --------
(/1/)All broadcast revenues and expenses of Richmond III for the period are
recorded in the financial statements of Radio One because Radio One has a
Local Marketing Agreement with Richmond III during the period.
(/2/)The column represents the historical results of operations for the year
ended December 31, 2000 for Blue Chip Broadcasting. See the Consolidated
Financial Statements included in our Amendment No. 1 to the Current Report
on Form 8-K which we filed with the SEC on April 9, 2001 (File No. 000-
25969. Film No. 1598370).
(/3/)The column represents the historical results of operations for the year
ended December 31, 2000 for WFIA-AM owned by Blue Chip (station not
acquired by Radio One).
(/4/)The column represents the historical results of operations for the year
ended December 31, 2000 for the Lexington Region Stations owned by Blue
Chip (stations not acquired by Radio One).
(/5/)To eliminate expenses which Radio One does not expect to incur going
forward, which consist primarily of one time costs incurred by Blue Chip,
corporate officers' salaries and other corporate office expenses.
(/6/)To record additional depreciation and amortization expense that would
have been recorded if the acquisition had occurred on January 1, 2000,
calculated as the excess purchase price over tangible assets acquired
amortized over 15 years calculated as follows:
Excess purchase price over tangible assets acquired of Blue Chip
amortized over 15 years........................................... $11,693
Excess purchase price over tangible assets acquired of Richmond III
amortized over 15 years........................................... 2,186
Less: Previously recorded amortization expense..................... 5,658
-------
Total............................................................ $ 8,221
=======
(/7/)To reflect the interest expense on the bank credit facility, and to
eliminate LMA fees paid by Radio One:
Assumed $89.1 million used of the line of credit at 7.5% to fund
the acquisitions................................................ $ 6,683
Less: LMA Fees paid to Richmond III.............................. 2,796
Less: Interest expense that would not have been incurred on
outstanding debt................................................ 6,038
-------
Total.......................................................... $(2,151)
=======
10
(d) To reflect the interest expense on the Notes, including the amortization
of deferred financing costs related to the Notes, and the reduction in
interest expense related to the repayment of a portion of the bank credit
facility and the 12% Senior Subordinated Notes, calculated as follows:
Interest expense on the Notes at 8 7/8%........................... $ 26,625
Amortization of deferred financing costs related to the Notes of
approximately $8.8 million to be amortized using the effective
interest method.................................................. 1,254
Less: Interest expense on the bank credit facility and the 12%
Senior Subordinated Notes........................................ (26,438)
Less: Amortization of deferred financing costs on the 12% Senior
Subordinated Notes............................................... (220)
--------
Total........................................................... $ 1,221
========
(e) To eliminate Radio One's historical tax expense as Radio One would have
had a net loss as to which it would have provided a 100% valuation reserve
to offset the deferred income tax benefit.
(f) Broadcast cash flow consists of operating income before depreciation,
amortization, local marketing agreement fees and corporate expenses.
EBITDA consists of operating income before depreciation, amortization,
non-cash compensation expense and local marketing agreement fees. After-
tax cash flow consists of income before income tax benefit (expense) and
extraordinary items, minus net gain on sale of assets (net of tax) and the
current income tax provision, plus depreciation and amortization and non-
cash compensation expense. Although broadcast cash flow, EBITDA and after-
tax cash flow are not measures of performance or liquidity calculated in
accordance with GAAP, we believe that these measures are useful to an
investor in evaluating Radio One because these measures are widely used in
the broadcast industry as a measure of a radio broadcasting company's
performance. Nevertheless, broadcast cash flow, EBITDA and after-tax cash
flow should not be considered in isolation from or as a substitute for net
income, cash flows from operating activities and other income or cash flow
statement data prepared in accordance with GAAP, or as a measure of
profitability or liquidity. Moreover, because broadcast cash flow, EBITDA
and after-tax cash flow are not measures calculated in accordance with
GAAP, these performance measures are not necessarily comparable to
similarly titled measures employed by other companies.
(g) Broadcast cash flow margin is defined as broadcast cash flow divided by
net broadcast revenue. EBITDA margin is defined as EBITDA divided by net
broadcast revenue.
(h) Cash interest expense is calculated as interest expense less non-cash
interest, including the accretion of principal, the amortization of
discounts on debt and the amortization of deferred financing costs, for
the indicated period. Cash interest expense for the pro forma ratio of
EBITDA to cash interest expense excludes only the amortization of deferred
financing costs.
(i) For purposes of this calculation, earnings consist of income (loss) before
income taxes, extraordinary items and fixed charges. Fixed charges consist
of interest expense, including the amortization of discounts on debt and
the amortization of deferred financing costs and rent expense. Earnings
were insufficient to cover fixed charges on a pro forma as adjusted basis
for the year ended December 31, 2000, by approximately $82.7 million.
11
Unaudited Pro Forma Consolidated Statement of Operations and Other Data
Three Months Ended March 31, 2001
----------------------------------------------------------------
Pending Pro Forma Pro
Transactions for Pending Offering Forma as
Historical(a) Adjustments(b) Transactions Adjustments Adjusted
------------- -------------- ------------ ----------- --------
(in thousands)
Statement of Operations
Network broadcast
revenue.............. $ 47,925 $ 6,990 $ 54,915 $ -- $ 54,915
Station operating
expenses............. 25,972 5,418 31,390 -- 31,390
Corporate expenses.... 2,078 50 2,128 -- 2,128
Depreciation and
amortization......... 31,524 3,807 35,331 -- 35,331
-------- ------- -------- ------- --------
Operating income
(loss)............... (11,649) (2,285) (13,934) -- (13,934)
Interest expense...... 15,701 1,023 16,724 257 (c) 16,981
Gain on sale of
assets............... 4,272 -- 4,272 -- 4,272
Other income
(expense),net........ 596 -- 596 -- 596
Income tax benefit.... (7,309) -- (7,309) 7,309 (d) --
-------- ------- -------- ------- --------
Net loss............ $(15,173) $(3,308) $(18,481) $(7,566) $(26,047)
======== ======= ======== ======= ========
Net loss applicable to
common stockholders.... $(20,211) $(31,085)
======== ========
Earnings per common
share:
Basic and diluted..... $ (0.23) $ (0.33)
Weighted average common
shares outstanding:
Basic and diluted..... 86,801 94,831
Statement of Cash Flows:
Cash flows from:
Operating activities.. $ 19,148
Investing activities.. 1,723
Financing activities.. (17,505)
Other Data:
Broadcast cash flow(e).. $ 21,953 $ 23,525
Broadcast cash flow
margin(f).............. 45.8 % 42.8 %
EBITDA(e)............... $ 20,113 $ 21,635
EBITDA margin(f)........ 42.0 % 39.4 %
After tax cashflow(e)... $ 1,720 $ 1,962
Cash interest
expense(g)............. 12,450 13,417
Capital expenditures.... 1,651 1,742
Ratio of EBITDA to interest expenses....................................... 1.3x
Ratio of EBITDA to cash interest expense(g)................................ 1.6x
Ratio of earnings to fixed charges(h)...................................... --
Footnotes for the Unaudited Pro Forma Consolidated Statement of Operations and
Other Data for the Three Months Ended March 31, 2001
(a) See the consolidated financial statements included in our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2001 which we filed with the
SEC on May 15, 2001 (File No. 000-25969, Film No. 1637108).
(b) The table below gives effect to the acquisitions pending as of July 26,
2001.
12
Richmond III Blue Chip WFIA- Adjusted Pro Forma
Historical(/1/) Historical(/2/) AM(/3/) Lexington(/4/) Blue Chip Adjustments Total
--------------- --------------- ------- -------------- --------- ----------- -------
Statement of Operations:
Net broadcast revenues.. $-- $ 7,103 $77 $ 36 $ 6,990 $ -- $ 6,990
Station operating
expenses............... -- 5,555 47 90 5,418 -- 5,418
Corporate expenses...... -- 684 -- -- 684 (634)(/5/) 50
Depreciation and
amortization........... -- 1,955 38 32 1,885 1,922 (/6/) 3,807
---- ------- --- ---- ------- ------ -------
Operating loss........ -- (1,091) (8) (86) (997) (1,288) (2,285)
Interest expense........ -- 1,498 -- -- 1,498 (475)(/7/) 1,023
Loss on sale of assets.. -- (433) -- -- (433) 433 (/5/) --
---- ------- --- ---- ------- ------ -------
Net loss.............. $-- $(3,022) $(8) $(86) $(2,928) $ (380) $(3,308)
==== ======= === ==== ======= ====== =======
- --------
(/1/) All broadcast revenues and expenses of Richmond III for the period are
recorded in the financial statements of Radio One because Radio One has a
Local Marketing Agreement with Richmond III during the period.
(/2/) The column represents the historical results of operations for the three
months ended March 31, 2001 for Blue Chip Broadcasting. See the Unaudited
Consolidated Financial Statements included elsewhere in this report.
(/3/) The column represents the historical results of operations for the period
from January 1, 2001 to March 16, 2001 for WFIA-AM owned by Blue Chip
(station not acquired by Radio One).
(/4/) The column represents the historical results of operations for the three
months ended March 31, 2001 for the Lexington Region stations owned by
Blue Chip (stations not acquired by Radio One).
(/5/) To eliminate expenses which Radio One does not expect to incur going
forward, which consist primarily of one time costs incurred by Blue Chip,
corporate officers' salaries and other corporate office expenses.
(/6/) To record additional depreciation and amortization expense that would
have been recorded if the acquisition had occurred on January 1, 2001,
calculated as the excess purchase price over tangible assets acquired
amortized over 15 years calculated as follows:
Excess purchase price over tangible assets acquired of Blue Chip
amortized over 15 years............................................ $2,942
Excess purchase price over tangible assets acquired of Richmond III
amortized over 15 years............................................ 547
Less: Previously recorded amortization expenses..................... 1,567
------
Total............................................................. $1,922
======
(/7/) To reflect the interest expense on the bank credit facility, and to
eliminate LMA fees paid by Radio One:
Assumed $85.2 million used of the line of credit at 7.75% to fund
the acquisitions................................................. $1,651
Less: LMA Fees paid to Richmond III............................... 699
Less: Interest expense that would not have been incurred on
outstanding debt................................................. 1,427
------
Total........................................................... $ (475)
======
(c) To reflect the interest expense on the Notes, including the amortization
of deferred financing costs related to the Notes, and the reduction in
interest expense related to repayment of a portion of the bank credit
facility and the 12% Senior subordinated Notes, calculated as follows:
Interest expense on the Notes at 8 7/8.............................. $6,657
Amortization of deferred financing costs related to the Notes of
approximately $8.8 million to be amortized using the effective
interest method.................................................... 313
Less: Interest expense on the bank credit facility and the 12%
Senior Subordinated Notes.......................................... (6,658)
Less: Amortization of deferred financing costs on the 12% Senior
Subordinated Notes................................................. (55)
------
Total............................................................. $ 257
======
13
Unaudited Pro Forma Consolidated Statement of Operations and Other Data
Three Months Ended March 31, 2001
------------------------------------------------------------------------------
Pending Pro Forma Pro
Transactions for Pending Offering Forma as
Historical(a) Adjustments(b) Transactions Adjustments Adjusted
------------------------------------------------------------------------------
(in thousands)
Statement of Operations
Network broadcast
revenue..................... $ 47,925 $ 6,990 $ 54,915 $ -- $ 54,915
Station operating
expenses.................... 25,972 5,418 31,390 -- 31,390
Corporate expenses........... 2,078 50 2,128 -- 2,128
Depreciation and
amortization................ 31,524 3,807 35,331 -- 35,331
-------- ------- -------- ------ --------
Operating income
(loss)...................... (11,649) (2,285) (13,934) -- (13,934)
Interest expense............. 15,701 1,023 16,724 257 (c) 16,981
Gain on sale of
assets...................... 4,272 -- 4,272 -- 4,272
Other income
(expense), net.............. 596 -- 596 -- 596
Income tax benefit........... (7,309) -- (7,309) 7,309 (d) --
-------- ------- -------- ------ --------
Net loss.................... $(15,173) $(3,306) $(18,481) $(7,566) $(26,047)
======== ======= ======== ====== ========
Net loss applicable to common
stockholders.................. $(20,211) $(31,085)
======== ========
Earnings per common share:
Basic and diluted........... $ (0.23) $ (0.33)
Weighted average common
shares outstanding:
Basic and diluted............ 86,801 94,831
Statement of Cash Flows:
Cash flows from:
Operating activities......... $ 19,148
Investing activities......... 1,723
Financing activities......... (17,505)
Other Data:
Broadcast cash flow(e)......... $ 21,953 $ 23,525
Broadcast cash flow margin(f).. 45.8 % 42.8 %
EBITDA(e)...................... $ 20,113 $ 21,635
EBITDA margin(f)............... 42.0 % 39.4 %
After tax cashflow(e).......... $ 1,720 $ 1,962
Cash interest expense(g)....... 12,450 13,417
Capital expenditures........... 1,651 1,742
Ratio of EBITDA to interest expenses...................................................................... 1.3x
Ratio of EBITDA to cash interest expense(g)............................................................... 1.6x
Ratio of earnings to fixed charges(h)..................................................................... --
Footnotes for the unaudited Pro Forma Consolidated Statement of Operations and
Other Data for the Three Months Ended March 31, 2001
(a) See the consolidated financial statements included in our Quarterly Report
on Form 1O-Q for the quarter ended March 31, 2001 which we filed with the
SEC on May 15, 2001 (File No. 000-25969, Film No. 1637108).
(b) The table below gives effect to the acquisitions pending as of July 17,
2001.
14
(d) To eliminate Radio One's historical tax benefit as Radio One would have
reversed all of its deferred tax liabilities, thereby not recognizing a tax
benefit.
(e) Broadcast cash flow consists of operating income before depreciation,
amortization, local marketing agreement fees and corporate expenses. EBITDA
consists of operating income before depreciation, amortization, non-cash
compensation expense and local marketing agreement fees. After tax cash
flow consists of income before income tax benefit (expense) and
extraordinary items, minus net gain on sale of assets (net of tax) and the
current income tax provision, plus depreciation and amortization expense
and non-cash compensation expense. Although broadcast cash flow, EBITDA and
after tax cash flow are not measures of performance or liquidity calculated
in accordance with GAAP, we believe that these measures are useful to an
investor in evaluating Radio One because these measures are widely used in
the broadcast industry as a measure of a radio broadcasting company's
performance. Nevertheless, broadcast cash flow, EBITDA and after tax cash
flow should not be considered in isolation from or as a substitute for net
income, cash flows from operating activities and other income or cash flow
statement data prepared in accordance with GAAP, or as a measure of
profitability or liquidity. Moreover, because broadcast cash flow, EBITDA
and after tax cash flow are not measures calculated in accordance with
GAAP, these performance measures are not necessarily comparable to
similarly titled measures employed by other companies.
(f) Broadcast cash flow margin is defined as broadcast cash flow divided by net
broadcast revenue. EBITDA margin is defined as EBITDA divided by net
broadcast revenue.
(g) Cash interest expense is calculated as interest expense less non-cash
interest, including the accretion of principal, the amortization of
discounts on debt and the amortization of deferred financing costs, for the
indicated period. Cash interest expense for the pro forma ratio of EBITDA
to cash interest expense excludes only the amortization of deferred
financing costs.
(h) For purposes of this calculation, earnings consist of income (loss) before
income taxes, extraordinary items and fixed charges. Fixed charges consist
of interest expense, including the amortization of discounts on debt and
the amortization of deferred financing costs and rent expense. Earnings
were insufficient to cover fixed charges on a pro forma as adjusted basis
for the three months ended March 31, 2001, by approximately $26.0 million.
15
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of March 31, 2001
-------------------------------------------------------
Radio One Pending Notes Pro Forma
Historical(a) Transactions(b) Offering as Adjusted
------------- --------------- --------- -----------
(in thousands)
ASSETS
Current Assets:
Cash and cash
equivalents.......... $ 24,245 $(18,917) $ (3,278)(c) $ 2,050
Trade accounts
receivable, net...... 36,565 5,873 -- 42,438
Prepaid expenses and
other................ 5,127 613 -- 5,740
Income tax
receivable........... 1,750 -- -- 1,750
Deferred income
taxes................ 2,476 -- -- 2,476
---------- -------- --------- ----------
Total current
assets............. 70,163 (12,431) (3,278) 54,454
Property and equipment,
net.................... 32,543 7,802 -- 40,345
Intangible assets, net.. 1,610,175 265,530 7,612 (d) 1,883,317
Other assets............ 16,799 (5,133) -- 11,666
---------- -------- --------- ----------
Total assets........ $1,729,680 $255,768 $ 4,334 $1,989,782
========== ======== ========= ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and
accrued expenses..... $ 33,370 $ 3,084 $ (3,896)(e) $ 32,558
Other current
liabilities.......... 4,083 -- -- 4,083
---------- -------- --------- ----------
Total current
liabilities........ 37,453 3,084 (3,896) 36,641
Bank Credit Facility.. 550,000 140,200 (200,000)(e) 490,200
12% Senior
Subordinated Notes
due 2004............. 84,451 -- (84,451)(e) --
8 7/8% Senior
Subordinated Notes... -- -- 300,000 (e) 300,000
Other debt............ 90 64 -- 154
SWAP agreements
liability............ 9,733 -- -- 9,733
Deferred tax
liability............ 17,632 -- -- 17,632
---------- -------- --------- ----------
Total liabilities... 699,359 143,348 11,653 854,360
---------- -------- --------- ----------
Stockholders' Equity
(Deficit):
Preferred stock....... -- -- -- --
Class A common stock.. 23 -- -- 23
Class B common stock.. 3 -- -- 3
Class C common stock.. 3 -- -- 3
Class D common stock.. 58 -- -- 58
Accumulated
comprehensive income
adjustments.......... (6,570) -- -- (6,570)
Stock subscriptions
receivable........... (9,005) -- -- (9,005)
Additional paid in
capital.............. 1,105,714 112,420 -- 1,218,134
Accumulated deficit... (59,905) -- (7,319)(f) (67,224)
---------- -------- --------- ----------
Total stockholders'
equity............. 1,030,321 112,420 (7,319) 1,135,422
---------- -------- --------- ----------
Total liabilities
and stockholders'
equity............. $1,729,680 $255,768 $ 4,334 $1,989,782
========== ======== ========= ==========
- --------
(a) See the Consolidated Financial Statements included in our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2001 which we filed with the
SEC on May 15, 2001 (File No. 000-25969, Film No. 1637108).
16
(b) The table below gives effect to the pending transactions as of July 26,
2001 as if they had occurred on March 31, 2001.
-------------------------------------------------------------------------------
Blue Chip WFIA-AM Lexington Adjusted Richmond III Atlanta
Historical(1) Historical(2) Historical(2) Blue Chip Historical(3) Historical(4)
------------- ------------- ------------- --------- ------------- -------------
ASSETS
Current Assets:
Cash and cash equivalents.. $ 1,065 $ -- $ (5) $ 1,070 $ -- $ --
Trade accounts receivable, net.. 6,011 -- 138 5,873 -- --
Prepaid expenses and other.. 613 -- -- 613 -- --
------- ----- ------ ------- ----- -----
Total current assets.. 7,689 -- 133 7,556 -- --
Property and equipment, net.. 8,414 -- 612 7,802 -- --
Intangible assets, net.. 77,432 -- 1,250 76,182 -- --
Other assets.... 1,276 -- 16 1,260 -- --
------- ----- ------ ------- ----- -----
Total assets .. $94,811 $ -- $2,011 $92,800 $ -- $ --
======= ===== ====== ======= ===== =====
LIABILITIES AND
TOCKHOLDERS'SEQUITY
Current Liabilities:
Accounts payable and accrued
expenses....... $ 3,163 $ -- $ 79 $ 3,084 $ -- $ --
Current portion of debt.. 2,953 -- -- 2,953 -- --
------- ----- ------ ------- ----- -----
Total current liabilities.. 6,116 -- 79 6,037 -- --
Long-term debt and accrued
interest....... 49,631 -- -- 49,631 -- --
Other debt...... 68 -- 4 64 -- --
------- ----- ------ ------- ----- -----
Total liabilities.. 55,815 -- 83 55,732 -- --
------- ----- ------ ------- ----- -----
Redeemable common stock.. 71,824 -- -- 71,824 -- --
------- ----- ------ ------- ----- -----
Stockholders' Equity:
Common Stock.... 10 -- -- 10 -- --
Additional Paid-in Capital.. -- -- -- -- -- --
Accumulated (Deficit) Equity.. (32,838) -- 1,928 (34,766) -- --
------- ----- ------ ------- ----- -----
Total stockholders' (deficit)
equity..... .. (32,828) -- 1,928 (34,756) -- --
======= ===== ====== ======= ===== =====
Total liabilities, redeemable
common stock and
stockholders' equity.. $94,811 $ -- $2,011 $92,800 $ -- $ --
======= ===== ====== ======= ===== =====
-------------------------
Acquisition
Adjustments Total
----------- ---------
ASSETS
Current Assets:
Cash and cash equivalents.. $(19,987)(/5/) $(18,917)
Trade accounts receivable, net.. -- 5,873
Prepaid expenses and other.. -- 613
-------- ---------
Total current assets.. (19,987) (12,431)
Property and equipment, net.. -- 7,802
Intangible assets, net.. 189,348 (/6/) 265,530
Other assets.... (6,393)(/5/) (5,133)
-------- ---------
Total assets .. $162,968 $255,768
======== =========
LIABILITIES AND
TOCKHOLDERS'SEQUITY
Current Liabilities:
Accounts payable and accrued
expenses....... $ -- $ 3,084
Current portion of debt.. (2,953)(/7/) --
-------- ---------
Total current liabilities.. (2,953) 3,084
Long-term debt and accrued
interest....... 90,569 (/7/) 140,200
Other debt...... -- 64
-------- ---------
Total liabilities.. 87,616 143,348
-------- ---------
Redeemable common stock.. (71,824)(/8/) --
-------- ---------
Stockholders' Equity:
Common Stock.... (10)(/8/) --
Additional Paid-in Capital.. 112,420 (/9/) 112,420
Accumulated (Deficit) Equity.. 34,766 (/8/) --
-------- ---------
Total stockholders' (deficit)
equity..... .. 147,176 112,420
======== =========
Total liabilities, redeemable
common stock and
stockholders' equity.. $162,968 $255,768
======== =========
- --------
(/1/) This column represents the historical balance sheet as of March 31, 2001.
See the unaudited financial statements included elsewhere in this report.
(/2/) These columns represent the historical balance sheet information related
to WFIA-AM and Lexington stations. These stations are included in Blue
Chip historical numbers but are not being acquired by Radio One. The
balance sheet information is deducted. The assets of WFIA-AM were sold by
Blue Chip in March 2001, thus only the income statement balances are
deducted in the pro formas.
17
(/3/) All broadcast assets and liabilities as of March 31, 2001, except for the
stations' FCC licenses of Richmond III and certain tangible assets, are
recorded in the financial statements of Radio One as Radio One has an LMA
agreement with respect to Richmond III. The FCC license and tangible
assets are pro forma adjusted in Note 6.
(/4/) Historical financials related to the Atlanta acquisition have not been
included in this pro forma balance sheet because Radio One has determined
that this acquisition is a purchase of the license only.
(/5/) To reflect the use of cash as follows:
Additional debt assumed to finance the Blue Chip and Richmond
III acquisitions............................................... $140,200
Escrow deposit for the Blue Chip and Richmond III acquisition... 6,393
Less:
Assumed cash to be paid for Blue Chip acquisition............... 77,580
Purchase price for Atlanta acquisition.......................... 55,000
Purchase price for Richmond III acquisition..................... 34,000
--------
Total......................................................... $(19,987)
========
As part of the Blue Chip acquisition, Radio One has the option to pay a minimum
of $25 million and a maximum of $50 million in cash of the $190 million
purchase price, with the remainder to be paid with the issuance of stock of
Radio One and by the assumption of Blue Chip liabilities. The pro forma
financial statements assume Radio One will pay the minimum cash amount of $25
million. Radio One has the option of selling stock of the Company to generate
additional cash to pay Blue Chip the full $50 million in cash.
(/6/) To record estimated intangible assets booked as a result of the
acquisitions, calculated as follows:
Purchase price..................................................... $279,000
Less: Net tangible assets.......................................... 13,470
--------
Intangibles acquired............................................... 265,530
Less: Intangibles previously recorded.............................. 76,182
--------
Total............................................................ $189,348
========
(/7/) To eliminate debt related to the Blue Chip acquisition as Radio One is
not acquiring the debt and to reflect additional borrowings of $140.2
million on the bank facility to finance the acquisitions.
(/8/) To eliminate the Blue Chip equity balances.
(/9/) To reflect the 8,030 shares of class D common stock at $14 per share
issued to Blue Chip in the acquisition.
(c) To reflect the use of cash as follows:
Gross proceeds of the Notes..................................... $ 300,000
Repayment of bank credit facility............................... (200,000)
Repayment of 12% Senior Subordinated Notes, including premium
paid and accrued interest...................................... (94,503)
Estimated fees and expenses..................................... (8,775)
---------
Total......................................................... $ (3,278)
=========
(d) To reflect the change in deferred financing costs as a result of the
issuance of the Notes, calculated as follows:
Deferred financing costs associated with the Notes................ $ 8,775
Less: Write-off of deferred financing costs associated with the
retirement of the 12% Senior Subordinated Notes.................. (1,163)
-------
Total........................................................... $ 7,612
=======
18
(e) To reflect the issuance of the Notes, the repayment of a portion of the
indebtedness under the bank credit facility and the repayment of the 12%
Senior Subordinated Notes, including accrued interest.
(f) To reflect the increase in accumulate deficit, calculated as follows:
Write-off of deferred financing costs related to the 12% Senior
Subordinated Notes................................................ $1,163
Premium paid on retiring the 12% Senior Subordinated Notes......... 6,156
------
Total............................................................ $7,319
======
19
(c) Exhibits.
None
20
SIGNATURES
According 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 on August 6, 2001.
RADIO ONE, INC.
/s/ Scott R. Royster
-----------------------------------------
By: Scott R. Royster
Its: Chief Financial Officer and
Executive Vice President
21