SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Excange Act of 1934
Date of Report (Date of earliest event reported) June 26, 2002
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INTEREP NATIONAL RADIO SALES, INC.
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(Exact Name of Registrant as Specified in Charter)
New York 000-28395 13-1865151
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Park Avenue, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 916-0700
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________________________________________________________________________________
(Former name or former address, if changed since last report.)
Item 5. Other Events.
As previously reported, on June 7, 2002, we signed an agreement
to issue 50,000 units for an aggregate purchase price of $5 million. Each unit
consists of one share of Series A Convertible Preferred Stock and 6.25 warrants
to acquire an equal number of shares of our Class A common stock. The
transaction was completed on June 26, 2002. We will use the proceeds for working
capital. This transaction was a follow-on to our issuance of 60,000 such units
in May 2002, which was reported in our Quarterly Report on Form 10-Q for our
fiscal quarter ended March 31, 2002 and our Current Report on Form 8-K filed
with the Securities and Exchange Commission on June 3, 2002.
In conjunction with the customary Nasdaq review of these
transactions, and in order to comply with applicable Nasdaq requirements, we
have included in this Current Report our unaudited interim pro forma
consolidated balance sheet as of May 31, 2002.
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Interep National Radio Sales, Inc.
Unaudited Pro Forma Consolidated Balance Sheets
May 31, 2002
(in thousands)
The unaudited interim pro forma consolidated balance sheet includes the
accounts of Interep National Radio Sales, Inc. together with its subsidiaries
(the "Company"). In the opinion of management, the unaudited pro forma
consolidated balance sheet includes all adjustments necessary for a fair
presentation. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. All significant intercompany transactions have
been eliminated.
The Company issued 110,000 units, each consisting of one share of $100 face
amount, Series A convertible preferred stock and 6.25 warrants to purchase
shares of the Company's Class A common stock at an exercise price of $4.00 per
share. Cumulative dividends on the Series A preferred stock accrue at a rate of
4% per annum, payable annually in cash or in additional shares of the Series A
preferred stock, at the election of the Company. Shares of the Series A
preferred stock are convertible into Class A common stock at $4 per share. The
Company received $6 million of the total $11 million gross proceeds from the
issue of these securities in May 2002. The pro forma adjustment reflects the
issuance of the additional $5 million, net of expenses of $0.1 million, as
though the transaction occurred on May 31, 2002.
Pro Forma
ASSETS Actual Adjustments Pro Forma
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Current Assets:
Cash and cash equivalents $ 10,026 5,000 $ 15,026
Receivables, net of allowance for doubtful accounts of $1,805 22,722 22,722
Representation contract buyouts receivable 2,000 2,000
Current portion of deferred representation contracts 38,177 38,177
Prepaid expenses and other current assets 1,013 1,013
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Total current assets 73,938 78,938
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Fixed assets, net 3,598 3,598
Deferred representation contracts 58,735 58,735
Investments and other assets 20,178 20,178
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Total assets $ 156,449 $ 161,449
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 8,326 100 $ 8,426
Accrued interest 4,125 4,125
Representation contract buyouts payable 15,631 15,631
Accrued employee-related liabilities 2,706 2,706
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Total current liabilities 30,788 30,888
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Long-term debt 99,000 99,000
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Representation contract buyouts payable 15,260 15,260
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Other noncurrent liabilities 4,084 4,084
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Shareholders' equity:
Series A convertible preferred stock 1 1
Class A common stock 51 51
Class B common stock 43 43
Additional paid-in-capital 45,692 4,900 50,592
Accumulated deficit (38,470) (38,470)
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Total shareholders' equity 7,317 12,217
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Total liabilities and shareholders' equity $ 156,449 $ 161,449
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The unaudited interim pro forma consolidated balance sheet should be read in
conjunction with our consolidated financial statements included in our
previously filed Form 10-K.
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Item 7. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit No. Description
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3.1(1) Certificate of Amendment of the Restated Certificate of
Incorporation
4.1(1) Form of Warrant
10.1(1) Form of Stock Purchase Agreement
10.2(1) Form of Registration Rights Agreement
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(1) Incorporated by reference to our Quarterly Report on Form 10-Q for our
fiscal quarter ended March 31, 2002, filed with the Commission on May 15,
2002.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTEREP NATIONAL RADIO SALES, INC.
(Registrant)
Date: July 3, 2002 By: /s/ William J. McEntee, Jr.
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William J. McEntee, Jr.
Vice President and
Chief Financial Officer
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