FORM 10-QSB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ----- ACT OF 1934
For the quarterly period ended September 30, 1996
_____ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to __________________________
Commission File Number 0-26530
TRIATHLON BROADCASTING COMPANY
(Exact name of small business issuer as specified in its charter)
DELAWARE 33-0668235
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Symphony Towers
750 B Street, Suite 1920
San Diego, CA 92101
(Address of principal executive offices)
(619) 239-4242
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares of the Company's equity outstanding as of November 14,
1996 is: 3,102,344 shares of Class A Common Stock, par value $.01 per share;
244,890 shares of Class B Common Stock, par value $.01 per share; 50,000
shares of Class C Common Stock, par value $.01 per share; 1,444,366 shares of
Class D Common Stock, par value $.01 per share; and 5,834,000 Depository
Shares, each representing a one-tenth interest in a share of 9% Mandatory
Convertible Preferred Stock, par value $.01 per share.
Transitional Small Business Disclosure Format. Yes [ ] No [X]
TRIATHLON BROADCASTING COMPANY
FORM 10-QSB
INDEX
Page
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements
- ------- --------------------
Condensed consolidated balance sheets - September 30, 1996 (unaudited)
and March 31, 1996 3
Condensed consolidated statements of operations - Three and six months
ended September 30, 1996 and 1995 (unaudited) 4
Condensed consolidated statements of cash flows - Six months
ended September 30, 1996 and 1995 (unaudited) 5
Condensed consolidated statements of stockholders' equity -Six months
ended September 30, 1996 (unaudited) 6
Notes to condensed consolidated financial statements 7
Item 2. Management's Discussion and Analysis or Plan of Operation 11
- ------- ---------------------------------------------------------
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 17
- ------- ---------------------------------------------------
Item 5. Other Information 19
- ------- -----------------
Item 6. Exhibits and Reports on Form 8-K. 20
- ------- ---------------------------------
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRIATHLON BROADCASTING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
September 30, March 31,
1996 1996
(unaudited) (Note)
ASSETS
Current Assets
Cash and cash equivalents $ 12,783 $ 36,845
Accounts receivable, net 4,120 1,394
Notes receivable from officer 50 50
Other current assets 758 88
----------- ------------
Total Current Assets 17,711 38,377
Property and equipment - less accumulated depreciation 5,334 2,809
Intangible assets, net of accumulated amortization 41,408 19,339
Other assets, principally deposits for station acquisitions 7,215 8,856
---------- ----------
$ 71,668 $ 69,381
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Due to affiliates $ 613 $ 4,270
Accounts payable and accrued expenses 2,734 1,520
---------- ----------
Total Current Liabilities 3,347 5,790
Deferred taxes 2,502 2,502
Deferred compensation 129 27
Stockholders' Equity
Preferred Stock 12 11
Common Stock 48 48
Paid-in-capital 66,784 62,370
Accumulated deficit (1,154) (1,367)
---------- ----------
65,690 61,062
--------- ---------
$ 71,668 $ 69,381
======== ========
Note: The balance sheet at March 31, 1996 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements.
See accompanying notes to condensed consolidated financial statements.
3
TRIATHLON BROADCASTING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
Three Months Ended Six Months Ended September 30,
September 30,
1996 1995 1996 1995
Net revenues .......................... $ 5,424 $ 135 $ 9,950 $ 135
------- ------- ------- -------
Operating expenses
Station operating expenses ..... 3,795 119 $ 7,028 119
Depreciation and amortization .. 427 36 760 36
Corporate expenses ............. 311 24 802 24
Deferred compensation .......... 113 81 226 81
------- ------- ------- -------
Total operating expenses 4,646 260 8,816 260
------- ------- ------- -------
Operating income ...................... 778 (125) 1,134 (125)
Interest expense - net ................ 418 5 867 12
------- ------- ------- -------
Income (loss) before income taxes ..... 360 (130) 267 (137)
Provision for income taxes ............ 54 -- 54 --
------- ------- ------- -------
Net income (loss) ..................... 306 (130) 213 (137)
Preferred stock dividend requirement .. 1,378 -- 2,724 --
------- ------- ------- -------
Net loss applicable to common stock ... $(1,072) $ (130) $(2,511) $ (137)
======= ======= ======= =======
Net loss per common share ............. $ (.22) $ (0.05) $ (0.52) $ (0.10)
======= ======= ======= =======
Weighted average common shares
outstanding ....................... 4,842 2,417 4,842 1,331
See accompanying notes to condensed consolidated financial statements.
4
TRIATHLON BROADCASTING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended September 30,
1996 1995
------------ ----------
Cash (used in)/provided by operations .............. $ (3,059) $ 107
Investing activities
Acquisition of net assets of radio stations (24,389) (6,770)
Capital expenditures ...................... (628) --
Deposits on radio station acquisitions .... (277) --
-------- --------
(25,294) (6,770)
Financing activities
Net proceeds from sale of preferred stock .. 7,015 --
Preferred stock dividends .................. (2,724) --
Net proceeds from initial public offering .. -- 11,387
-------- --------
4,291 11,387
Net (decrease)/increase in cash and cash equivalents (24,062) 4,724
Cash and cash equivalents at April 1, 1996 ......... 36,845 --
-------- --------
Cash and cash equivalents at September 30, 1996 .... $ 12,783 $ 4,724
======== ========
Supplemental cash flow information:
Cash paid for interest $ 293
========
Cash paid for taxes $ 35
========
Non-cash operating and financing activities:
Restricted cash transferred by SCMC in exchange
for issuance of Common Stock and Liability $ 765
========
Conversion of Liability to Radio Investors, Inc. into:
Note Payable $ 515
Common Stock 247
--------
$ 762
========
See accompanying notes to condensed consolidated financial statements.
5
TRIATHLON BROADCASTING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
SIX MONTHS ENDED SEPTEMBER 30, 1996
(in thousands)
(unaudited)
Series B Mandatory
Convertible Convertible Class A Class B Class C Class D
Preferred Preferred Common Common Common Common
Stock Stock Stock Stock Stock Stock
----- ----- ----- ----- ----- -----
Balances at March 31, 1996 $6 $5 $28 $2 $4 $14
Issuance of 63 shares of Mandatory
Convertible Preferred Stock 1
Issuance of 317 shares of Class A
Common Stock upon conversion
of Class C Common Stock on a
one-for-one basis 3 (3)
Deferred compensation
Dividends on Mandatory
Convertible Preferred Stock
Net income
---- ---- ----- ---- ---- -----
Balances at September 30, 1996 $6 $6 $31 $2 $1 $14
== == === == == ===
Total
Paid-In Accumulated Stockholders'
Capital Deficit Equity
------- ------- ------
Balances at March 31, 1996 $62,370 $(1,367) $61,062
Issuance of 63 shares of Mandatory 7,014 7,015
Convertible Preferred Stock
Issuance of 317 shares of Class A
Common Stock upon conversion
of Class C
Common Stock on a
one-for-one basis
124 124
Deferred compensation
Dividends on Mandatory (2,724) (2,724)
Convertible Preferred Stock 213 213
Net income ------- --------- ----------
$66,784 $(1,154) $65,690
Balances at September 30, 1996 ======= ======= =======
See accompanying notes to condensed consolidated financial statements.
6
TRIATHLON BROADCASTING COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and
Item 310(b) of Regulation S-B. 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 an interim
period are not necessarily indicative of the results that may be expected for
a full year. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Triathlon Broadcasting
Company ("Company") annual report on Form 10-KSB for the year ended March 31,
1996. The condensed consolidated financial statements include the amounts of
the Company and its wholly owned subsidiaries.
The Company's revenues vary throughout the year. As is typical in the radio
broadcasting industry, the Company's fourth fiscal quarter (first calendar
quarter) generally produces the lowest revenues for the year and the third
fiscal quarter (fourth calendar quarter) generally produces the highest
revenues for the year. The Company's operating results in any period may be
affected by the incurrence of advertising and promotion expenses that do not
necessarily produce commensurate revenues until the impact of the advertising
and promotion is realized in future periods.
NOTE 2 - MANDATORY CONVERTIBLE PREFERRED STOCK
In March 1996, the Company completed an offering of 5,834,000 Depositary
Shares, including the partial exercise of the underwriters' over-allotment in
April 1996, each representing a one-tenth interest in a share of 9% Mandatory
Convertible Preferred Stock (the "Preferred Stock") at a price of $10.50 per
share (the "Preferred Stock Offering"). The Company's net proceeds from the
Preferred Stock Offering was approximately $56,400,000.
NOTE 3- ACQUISITIONS
The Company did not commence radio station ownership and operations until
September 13, 1995. As of September 30, 1996, the Company owns and operates,
sells advertising pursuant to Joint Sales Agreements ("JSAs") or provided
programming and sells advertising pursuant to Local Marketing Agreements
("LMAs") on 23 FM and 11 AM radio stations in the following seven markets:
Wichita, Kansas; Lincoln, Nebraska; Omaha, Nebraska; Little Rock, Arkansas;
Colorado Springs, Colorado; Spokane, Washington; and Tri-Cities, Washington.
Stations Owned and Operated. In September 1995, the Company acquired radio
stations KRBB(FM), KWSJ(FM), KFH-AM, and KQAM-AM, each operating in the
Wichita, Kansas market, for an aggregate purchase price of $5.9 million. On
January 24, 1996, the Company acquired radio stations KZKX(FM) and KTGL(FM),
each operating in the Lincoln, Nebraska market, for an aggregate purchase
price of approximately $9.7 million.
On April 10, 1996, the Company acquired the assets of KTNP(FM), operating in
the Omaha, Nebraska market, from 93.3 Inc. for a purchase price of $2.7
million, and the assets of KXKT(FM) from Valley Broadcasting Inc., also
operating in the Omaha market, for a purchase price of $8.1 million creating a
duopoly in this market. Also in April 1996, the Company acquired from Sterling
Realty Organization Co. the assets of KALE-AM and KIOK(FM), each operating in
the Tri-Cities, Washington market, for an aggregate purchase price of $1.2
million.
7
TRIATHLON BROADCASTING COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
On May 15, 1996, the Company acquired the assets of KISC(FM), KNFR(FM) and
KAQQ-AM, each operating in the Spokane, Washington market, from Silverado
Broadcasting Company, Inc., for an aggregate purchase price of approximately
$8.75 million (the "Silverado Acquisition"). The Company had been providing
programming and selling advertising on these stations since March 1, 1996,
pursuant to an LMA. In connection with the Silverado Acquisition, the Company
also assumed Silverado's rights and obligations under two JSAs for KNJY(FM)
and KCDA(FM) operating in the Spokane market. Pursuant to these JSAs, the
Company pays to the station owners a fee determined pursuant to formulas based
on net collected revenues.
In June 1996, the Company acquired KIBZ(FM), KKNB(FM) and KHAT-AM from Rock
Steady, Inc., each operating in Lincoln, Nebraska, for an aggregate purchase
price of $3.3 million. The Company, since January 29, 1996, had been selling
advertising on KIBZ(FM) and KKNB(FM) pursuant to a JSA. The JSA terminated
upon the acquisition.
Stations Under JSA or LMA. Pursuant to a JSA entered into in September 1995,
the Company began selling advertising on FM radio station in the Wichita
market, KEYN(FM). The JSA is for a term of 5 years or until the closing of the
Company's acquisition of KEYN(FM), whichever is earlier. The Company retains
all of the revenue it receives from the sale of advertising time less a
monthly payment to the owner.
On January 15, 1996, the Company entered into an agreement to acquire from
Pourtales Radio Partnership, for an aggregate purchase price of $22.5 million,
radio stations KVOR-AM, KSPZ(FM), KTWK-AM and KVUU(FM) each operating in the
Colorado Springs, Colorado market (collectively, the "Colorado Springs
Stations"), radio stations KEYF-AM/FM, KUDY-AM and KKZX(FM) each operating in
the Spokane, Washington market (collectively, the "Spokane Stations") and
radio stations KEGX(FM) and KTCR-AM , each operating in the Tri-Cities,
Washington market (collectively, the "Tri-Cities Stations"), and to assume an
LMA on July 1, 1996 for radio station KNLT(FM), also operating in the
Tri-Cities, Washington market (the "Pourtales Acquisition"). In connection
with the Pourtales Acquisition, the Company made a non-refundable deposit in
the form of an irrevocable stand-by letter of credit in the amount of $925,000
and made further non-refundable deposits in the aggregate amount of $2
million. The Company has also entered into an LMA to provide programming on
the Colorado Springs Stations and Spokane Stations ("Colorado Springs/Spokane
LMA") until the Pourtales Acquisition is consummated. The additional $2
million deposit is being recorded as a financing expense by the Company during
the period of the Colorado Springs/Spokane LMA. Additionally, to take
advantage of certain synergies in these markets the Company entered into a JSA
with Citadel Broadcasting Company with respect to the stations subject to the
Colorado Springs/Spokane LMA whereby Citadel sells advertising time on these
stations and shares the Broadcast Cash Flow with the Company. Further, on July
1, 1996, the Company began selling advertising on and providing programming to
the Tri-Cities Stations pursuant to an LMA until the Pourtales Acquisition is
consummated.
In March 1996, the Company and Multi-Market Radio, Inc. ("MMR"), an affiliate,
entered into an LMA pursuant to which the Company provides programming and
sells advertising on KOLL(FM), which operates in the Little Rock, Arkansas
market, pending the consummation of the acquisition of the station by the
Company. In July 1996, the Company entered into an agreement with MMR to
purchase KOLL(FM) (the "MMR Acquisition") for a purchase price of $4.1
million, based on an independent valuation. In connection with entering into
the LMA, the Company made a payment of $3.5 million to MMR which will be
credited towards the purchase price of the station.
As of September 1, 1996, the Company began selling advertising on radio
stations KKRD(FM), KRZZ(FM) and KNSS-AM operating in the Wichita, Kansas
market pursuant to a JSA with SFX Broadcasting, Inc., an affiliate; for
8
TRIATHLON BROADCASTING COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
a monthly fee which ranges from $75,000 per month to $100,000 per month, and
an additional monthly payment of approximately $175,000 which is subject to
adjustment based on the actual operating expenses of the stations (the
"Wichita JSA"). The agreement has a ten-year term with an option by the
Company to extend the agreement for an additional ten years upon payment of a
$1.0 million fee to SFX prior to September 1, 2003. The agreement is subject
to termination upon a "change of control" of the Company, as defined in the
agreement. The Company has received a request from the Department of Justice
to provide information regarding the agreement, and there can be no assurance
that the Department of Justice will allow the Company to continue to provide
services under the agreement.
Additional Stations to be Acquired. On February 8, 1996, the Company entered
into an agreement with Southern Skies Corporation and its affiliate Arkansas
Skies Corporation (collectively, "Southern Skies") to acquire radio stations
KZSN(FM) and KZSN-AM, and KSSN(FM) and KMVK(FM) operating in the Wichita,
Kansas and Little Rock, Arkansas markets, respectively, for an aggregate
purchase price of $24.5 million (the "Southern Skies Acquisition"). A portion
of the purchase price of the Southern Skies Acquisition equal to $.5 million
will be paid by delivery of 46,189 shares of Class A Common Stock and the
Company has granted registration rights to Southern Skies with respect to such
shares. In addition, $750,000 of such purchase price will be paid over five
years in consideration for one of the principals entering into a
non-competition agreement. The Company has provided a deposit in the form of a
letter of credit in the amount of approximately $1.2 million.
On October 17 , 1996, the Company entered into an agreement to acquire radio
stations KGOR(FM) and KFAB-AM, both serving the Omaha, Nebraska market from
American Radio Systems Corporation for $39 million (the "ARS Acquisition"). In
addition to the two stations, the Company will acquire the exclusive Muzak
franchise for the Omaha and Lincoln, Nebraska markets. The Company has
provided a deposit in the form of a letter of credit in the amount of
$2,000,000.
The Pourtales Acquisition, the MMR Acquisition, the Southern Skies Acquisition
and the ARS Acquisition are hereafter referred to as the Pending Acquisitions.
There can be no assurance that the Company will be able to consummate the
Pending Acquisitions. The Company's cash on hand, anticipated cash from
operations, and amounts which may be available under a proposed Credit
Agreement will not be sufficient to fund all of the Pending Acquisitions. Each
of these acquisitions is subject to a number of conditions, certain of which
are beyond the Company's control. They are subject to the approval of the
Federal Communications Commission. Additionally, the Federal Trade Commission
and the Department of Justice (" Antitrust Agencies") have indicated their
intention to review matters related to the concentration of ownership within
markets even when the ownership in question is permitted under the provisions
of the Telecommunication Act of 1996 (the "Recent Legislation"). While the
Company believes that each of its Pending Acquisitions does not represent or
result in an impermissible concentration of ownership, there can be no
assurance that the Antitrust Agencies will not take a contrary position which
could delay or prevent the consummation of any or all of the Pending
Acquisitions or require the Company to restructure its ownership in the
relevant market or markets.
NOTE 4 - INCOME TAXES
A provision for income taxes has been reflected in the Statements of
Operations for the three and nine month periods ended September 30, 1996, in
accordance with FAS 109, Accounting for Income Taxes.
9
TRIATHLON BROADCASTING COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 5 - LOSS PER COMMON SHARE
Loss per common share is based upon the net loss applicable to common shares
which is net of preferred stock dividends and upon the weighted average of
common shares outstanding during the period. The conversion of securities
convertible into common stock and the exercise of stock options were not
assumed in the calculation of loss per common share because the effect would
be antidilutive.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
INTRODUCTION
The following discussion of the financial condition and results of operations
of the Company should be read in conjunction with the consolidated financial
statements and related notes thereto. The following discussion contains
certain forward-looking statements that involve risks and uncertainties. The
Company's actual results could differ materially from those discussed herein.
Factors that could cause or contribute to such differences include, but are
not limited to, risks and uncertainties relating to leverage, the need for
additional funds, consummation of the Pending Acquisitions, integration of the
Company's acquisitions since it started operations, the ability of the Company
to achieve certain costs savings, the management of growth, the introduction
of new technology, changes in the regulatory environment, the popularity of
radio as a broadcasting and advertising medium and changing consumer tastes.
The Company currently owns and operates, provides programming to or sells
advertising on 23 FM and 11 AM radio stations in seven markets: Wichita,
Kansas; Lincoln, Nebraska; Omaha, Nebraska; Little Rock, Arkansas; Colorado
Springs, Colorado; Tri-Cities, Washington and Spokane, Washington. In
addition, the Company has pending acquisitions subject to FCC approval.
Assuming the consummation of each of the acquisitions, the Company will own or
operate 40 radio stations in the following seven markets:
Number of
Stations
Number of Presently Under Additional
Stations LMA or JSA Number of
Presently Which Will Be Stations To Be Stations Total Number
Owned Acquired Acquired Under LMA or JSA of Stations
Market AM FM AM FM AM FM AM FM AM FM
------ -- -- -- -- -- -- -- -- -- --
Wichita, Kansas.............. 2 2 -- 1 1 1 1(2) 2(2) 4 6
Lincoln, Nebraska............ 1(1) 4 -- -- -- -- -- -- 1 4
Omaha, Nebraska.............. -- 2 -- -- 1 1 -- -- 1 3
Colorado Springs, Colorado -- -- 2 2 -- -- -- -- 2 2
Tri-Cities, Washington....... 1 1 1 1 -- -- -- 1 2 3
Spokane, Washington.......... 1 2 2 2 -- -- -- 2 3 6
Little Rock, Arkansas........ -- -- -- 1 -- 2 -- -- -- 3
-- -- -- - -- - -- -- -- -
Total..................... 5 11 5 7 2 4 1 5 13 27
= == = = = = = = == ==
(1) KHAT-AM is not currently operating and the Company is exploring options
for the FCC License for this station.
(2) The Company began selling advertising on KKRD(FM), KRZZ(FM) and KNSS-AM
pursuant to a JSA, effective September 1, 1996.
The performance of a radio station group, such as the Company, is customarily
measured by its ability to generate Broadcast Cash Flow. Broadcast Cash Flow
is defined as net revenues less station operating expenses and excludes
depreciation, amortization and corporate and non-cash compensation expenses.
Broadcast Cash Flow, although not calculated in accordance with generally
accepted accounting principles ("GAAP"), is widely used in the broadcasting
industry as a measure of a radio broadcasting company's operating performance.
Broadcast Cash Flow is not an alternative to operating income, net income or
net cash provided by operating activities or any other measure for determining
the Company's operating performance or liquidity which is calculated in
accordance with GAAP. The primary source of the Company's revenues is from the
sale of radio advertising time. The Company's most significant
11
station operating expenses are employee salaries and commissions, programming
expenses and advertising and promotional expenses. The Company strives to
control these expenses by working closely with local station management.
The Company's revenues are primarily affected by the advertising rates charged
by radio stations. The Company's advertising rates are in large part based on
a station's ability to attract audiences in the demographic groups targeted by
its advertisers, as measured principally by Arbitron on a quarterly basis.
Because audience ratings in local markets are crucial to a station's financial
success, the Company endeavors to develop strong listener loyalty. In
addition, revenues of radio stations may be affected by many other factors
including: (i) the popularity of programming; (ii) regulatory restrictions on
types of programming or advertising (such as beer, wine, liquor and cigarette
advertising); (iii) competition within national, regional or local markets
from programming on other stations and from other media; and (iv) loss of
market share to other technologies.
The number of advertisements that can be broadcast without jeopardizing
listening levels (and the resulting ratings) is limited in part by the format
of a particular station. The Company will strive to maximize station revenue
by managing the number of commercials available for sale and adjusting prices
based upon local market conditions. In the broadcasting industry, radio
stations often utilize trade or barter agreements, which exchange advertising
time for goods or services (such as travel or lodging), instead of for cash.
The Company seeks to minimize its use of trade agreements.
The radio broadcasting industry is highly competitive and the Company's
stations are located in highly competitive markets. The financial results of
each of the Company's stations are dependent to a significant degree upon its
audience ratings and its share of the overall advertising revenue within the
station's geographic market. Each of the Company's stations competes for
audience share and advertising revenue directly with other FM and AM radio
stations, as well as with other media, within their respective markets. The
Company's audience ratings and market share are subject to change, and any
adverse change in audience rating and market share in any particular market
could have a material and adverse effect on the Company's net revenues.
Although the Company competes with other radio stations with comparable
programming formats in most of its markets, if another station in the market
were to convert its programming format to a format similar to one of the
Company's radio stations, if a new radio station were to adopt a competitive
format, or if an existing competitor were to strengthen its operations, the
Company's stations could suffer a reduction in ratings or advertising revenue
and could require increased promotional and other expenses. In addition,
certain of the Company's stations compete, and in the future other stations
may compete, with groups of stations in a market operated by a single
operator. As a result of the Telecommunications Act of 1996 (the "Recent
Legislation"), the radio broadcasting industry has become increasingly
consolidated, resulting in the existence of radio broadcasting companies which
are significantly larger, with greater financial resources, than the Company.
Furthermore, the Recent Legislation will permit other radio broadcasting
companies to enter the markets in which the Company operates or may operate in
the future. Although the Company believes that each of its stations is able to
compete effectively in its market, there can be no assurance that any of the
Company's stations will be able to maintain or increase current audience
ratings and advertising revenue market share. The Company's stations also
compete with other advertising media such as newspapers, television,
magazines, billboard advertising, transit advertising and direct mail
advertising. Radio broadcasting is also subject to competition from new media
technologies that are being developed or introduced, such as the delivery of
audio programming by cable television systems or the introduction of digital
audio broadcasting. The Company cannot predict the effect, if any of these new
technologies may have on the radio broadcasting industry.
The Company's advertising contracts are generally short-term. The Company
generates most of its revenue from local advertising, which is sold primarily
by a station's sales staff. To generate national advertising sales, the
Company engages independent advertising sales representatives that specialize
in national sales for each of its stations.
12
The Company's revenues vary throughout the year. As is typical in the radio
broadcasting industry, the Company's fourth fiscal quarter (first calendar
quarter) generally produces the lowest revenues for the year and the third
fiscal quarter (fourth calendar quarter) generally produces the highest
revenues for the year. The Company's operating results in any period may be
affected by the incurrence of advertising and promotion expenses that do not
necessarily produce commensurate revenues until the impact of the advertising
and promotion is realized in future periods.
The Company may experience significant charges to results of operations as a
results of charges anticipated high levels of depreciation and amortization
arising from the acquisitions as well as interest expense arising under the
Proposed Credit Agreement (as defined herein) and any future borrowings
resulting from station acquisitions and financing therefor.
RESULTS OF OPERATIONS
The Company did not commence radio broadcast operations until September 13,
1995. The same station pro forma comparisons described below compare the
Company's results of operations for the stations owned and operated at
September 30, 1996 as if such stations were owned for all periods discussed.
THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS
ENDED SEPTEMBER 30, 1995
Net revenues (total revenues less agency commissions) for the three months
ended September 30, 1996 were $5,424,000 versus $135,000 for the prior year
period. On a same station basis, pro forma net revenues increased 3.4 % to
$7,218,000 for the 1996 period from $6,984,000 for the three months ended
September 30, 1995. The increase was attributable to increased advertising
revenues in the Spokane and Tri-Cities, Washington and Omaha, Nebraska
markets, the full impact of which was limited due to format changes at two
stations in these markets.
Station operating expenses for the three months ended September 30, 1996 was
$3,795,000 versus $119,000 for the three months ended September 30, 1995. On a
same station basis, pro forma station operating expenses increased 1.7% to
$5,405,000 for 1996 from $5,313,000 for the three month period ended September
30,1995. The benefits of the Company's cost reduction programs and
efficiencies of combined operations in the markets served have not been fully
implemented and were offset by increased promotional expense, begun in the
first quarter of 1996, related to station format changes in the Omaha and
Tri-Cities markets. In addition, the pro forma station operating expenses for
the 1996 quarter includes an adjustment arising from the sale of advertising
time in connection with JSA agreements for certain stations in Spokane and
Colorado Springs markets.
Broadcast Cash Flow for the three month period ended September 30, 1996 was
$1,629,000 with a Broadcast Cash Flow Margin (broadcast cash flow as a
percentage of net revenues) of 30 % versus Broadcast Cash Flow of $16,000 and
Broadcast Cash Flow Margin of 11.9% for the prior year three month period. On
a same station basis, pro forma Broadcast Cash Flow increased 8.5% to
$1,813,000 for the three month period ended September 30, 1996 from $1,671,000
for the 1995 period principally as a result of the revenue increase mentioned
above.
Depreciation and amortization expenses for the three month period ended
September 30, 1996 was $427,000 versus $36,000 for 1995 period. The increase
was attributable to the acquisitions since September 30, 1995.
Corporate expenses consisting primarily of officer's salary, professional fees
and expenses and corporate office expenses for the 1996 three month period
were $311,000 as compared to $24,000 in 1995. The increase in corporate
expense are principally the result of the increased number of stations owned,
operated or served as well as operating for the entire quarter in 1996.
13
The Company recorded deferred compensation expense of $113,000 in 1996 and
$81,000 in 1995. This recurring expense, not currently affecting cash flow, is
related to stock options and stock appreciation rights granted to officers,
directors and advisors in the prior year.
Operating income (net revenues less total operating expenses) for the three
month period ended September 30, 1996 was $778,000 as compared to an operating
loss of $125,000 in the comparable prior year period. The improvement in
operating income results form the inclusion of a full quarter's results of
operations in the 1996 period for stations acquired during the 1995 period and
the additional results of operations, for applicable periods, for stations
acquired subsequent to September 30, 1995.
Net interest expense for the 1996 period was $418,000, principally financing
costs as a result of delays in closing on certain acquisitions, net of
interest income of $189,000 from the Company's investment of cash which will
be used for the Pending Acquisitions.
The provision for income taxes is $54,000 for the three month period ended
September 30, 1996. The Company did not provide for taxes in the prior year
period since a loss was anticipated for the first fiscal year.
Net income for the three months ended September 30, 1996 was $306,000 as
compared to a net loss of $130,000 in the prior year period. Net loss
applicable to common stock for this period was $1,072,000 after the provision
for dividends of $1,378,000 for preferred stock issued in March and April
1996.
SIX MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO SIX MONTHS
ENDED SEPTEMBER 30, 1995
Net revenues for the six month period ended September 30, 1996 were $9,950,000
versus $135,000 for the prior year period. On a same station basis, pro forma
net revenues decreased 1.3 % to $14,137,000 for the 1996 period from
$14,329,000 for the six month period ended September 30, 1995. The decrease
was attributable to decreased advertising at certain stations as a result of
adjustments to the programming format instituted by the Company, principally
during the first quarter 1996. The format changes were instituted to better
position the stations for future growth.
Station operating expenses for the six months ended September 30, 1996 was
$7,028,000 versus $119,000 in the prior year period. On a same station basis,
pro forma station operating expenses decreased 1.7% to $10,879,000 for 1996
from $11,054,000 for the six month period ended September 30,1995. The
benefits of the Company's cost reduction programs and efficiencies of combined
operations in the markets served which have not been fully implemented in all
markets were partially offset by increased promotional expense related to
station format changes in the Lincoln, Omaha and Tri-Cities markets and the
pro forma adjustments in connection with the JSA agreements in Colorado
Springs and Spokane.
Broadcast Cash Flow for the six month period ended September 30, 1996 was
$2,922,000 with a Broadcast Cash Flow Margin of 29.4% versus Broadcast Cash
Flow of $16,000 and Broadcast Cash Flow Margin of 11.9% for the prior year six
month period. On a same station basis, pro forma Broadcast Cash Flow decreased
.5% to $3,258,044 for the six month period ended September 30, 1996 from
$3,275,000 for the 1995 period, principally, as a result of the revenue
decreases related to the station format changes mentioned above.
Depreciation and amortization expenses for the six month period ended
September 30, 1996 was $760,000 versus $36,000 for 1995 period. The increase
was principally attributable to the acquisitions since September 30, 1995.
14
Corporate expenses for the 1996 six month period were $802,000 as compared to
$24,000 in 1995. The increase is corporate expense is directly attributable to
six months of actual operations in 1996 versus a partial month for the prior
year.
The Company recorded deferred compensation expense of $226,000 in 1996 and
$81,000 in 1995. This recurring expense, not currently affecting cash flow, is
related to stock options and stock appreciation rights granted to officers,
directors and advisors principally in October 1995.
Operating income for the six month period ended September 30, 1996 was
$1,134,000 as compared to an operating loss of $125,000 in the comparable
prior year period. The improvement in operating income results from the
inclusion of the results of operations for six months in the 1996 period for
stations acquired during the 1995 period and the additional results of
operations, for applicable periods, for stations acquired subsequent to
September 30, 1995.
Net interest expense for the 1996 period was $867,000, principally financing
costs as a result of delays in closing on certain acquisitions, net of
interest income of $425,000 versus $12,000 for the six months ended September
30, 1995.
The provision for income taxes is $54,000 for the six month period ended
September 30, 1996. No provision was required in the 1995 period.
Net income for the six month period ended September 30, 1996 was $213,000 as
compared to a net loss of $137,000 in the prior year period. Net loss
applicable to common stock for this period was $2,511,000 after the provision
for dividends of $2,724,000.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operating activities for the six months ended September 30, 1996
totaled $3,059,000. Cash used for investing activities for the period of
$25,294,000 related to acquisitions, capital expenditures and deposits and
other costs of Pending Acquisitions. Cash provided by financing activities for
the Company totaled $4,291,000 and related primarily to the proceeds of the
over-allotment from the Preferred Stock Offering reduced by the payments of
dividends to the preferred stockholders.
The Company's principal source of funds has been the net proceeds from the
Initial Public Offering of approximately $12,900,000, a $9,000,000 credit
agreement from AT&T Commercial Finance Corporation (the "Credit Agreement")
and net proceeds from the Preferred Stock Offering, of approximately
$56,400,000. The cost of the acquisitions completed through September 30, 1996
of approximately $46,529,000, including deposits in connection with the
Pending Acquisitions, were financed with the proceeds from the Company's
Initial Public Offering and the Preferred Stock Offering. Amounts borrowed
under the Credit Agreement for acquisitions were also repaid with proceeds
from the Company's Initial Public Offering and the Preferred Stock Offering.
As of November 12, 1996, the Company has entered into agreements to consummate
the Pending Acquisitions pursuant to which it will acquire eleven FM and seven
AM stations for an aggregate purchase price of $90,100,000. In order to
consummate the Pending Acquisitions, the Company must seek additional funding
sources as amounts available under the Proposed Credit Agreement (see below)
and cash on hand and from operations will not be sufficient to fund the
purchase price of all of the Pending Acquisitions.
The Company has received a commitment letter from AT&T for a proposed credit
agreement (the "Proposed Credit Agreement") of up to $40,000,000 which will be
used to fund a portion of the purchase price of the Pending Acquisitions.
Pursuant to the proposal, the amount of funding available under the Proposed
Credit Agreement will be limited to an amount, which equals 5.5 times
historical 12-month trailing Broadcast Cash Flow. The calculation
15
of Broadcast Cash Flow is made on a pro forma basis which includes the
trailing 12 month Broadcast Cash Flow of the stations currently owned and/or
operated by the Company and the stations subject to the Pending Acquisitions.
There can be no assurance that the Company will be able to enter into the
Proposed Credit Agreement or that the stations will achieve the requisite cash
flow levels required thereunder to obtain the financing necessary to fund the
Pending Acquisitions. Further, the total available under the Proposed Credit
Agreement, together with cash on hand, will not be sufficient to fund all of
the Pending Acquisitions. In the event the Company does not enter into the
Proposed Credit Agreement and/or otherwise obtains additional financing, there
can be no assurance that the Company will be able to consummate the Pending
Acquisitions and, thus, the Company may lose all, or part of the deposits
totaling $9,650,000 made in connection with the Pending Acquisitions.
The Company believes that cash flows from operations, borrowings under the
Proposed Credit Agreement and existing funds will be sufficient to meet the
Company's current operating cash requirements. However, the Company will
require additional financing to fund all of its Pending Acquisitions. In
addition, as anticipated, current dividend payments on the Preferred Stock
have been and will be made out of the remaining proceeds of the Preferred
Stock Offering and/or the Proposed Credit Agreement. In order to fund future
dividend payments from operating income, the Company will have to improve the
operating results of its current radio stations and those to be acquired in
the Pending Acquisitions. The Company's ability to make these improvements
will be subject to prevailing economic conditions and to legal, financial,
business, regulatory, industry and other factors, many of which are beyond the
Company's control.
In addition to the borrowings under the Proposed Credit Agreement, the Company
will be required to incur additional indebtedness or raise additional equity
financing in connection with the Pending Acquisitions. Further the Company
will also need to incur or raise additional financing when the balloon payment
is due in 2002 under the Proposed Credit Agreement. There can be no assurance
that the Company will be able to incur such additional indebtedness or raise
additional equity on terms acceptable to the Company. The Company's ability to
consummate the Pending Acquisitions and incur additional indebtedness will
also be restricted by the Proposed Credit Agreement. Without additional
sources of funding, it is unlikely that the Company will be able to implement
its acquisition strategy and will lose all or part of the deposits made in
connection with its Pending Acquisitions.
16
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's Annual Meeting of Stockholders, held on November 13, 1996,
the following proposals were approved:
PROPOSAL 1 - ELECTION OF DIRECTORS BY THE CLASS A COMMON STOCK,
THE CLASS B COMMON STOCK AND THE DEPOSITARY SHARES
Class A Common Class B Common Depositary
Stock Stock Shares
For Withheld For Withheld For Withheld
--- -------- --- -------- --- --------
John D. Miller 2,836,291 28,900 2,448,900 - 3,371,000 480,000
Norman Feuer 2,836,291 28,900 2,448,900 - 3,369,400 481,600
Dennis R. Ciapura 2,836,291 28,900 2,448,900 - 3,369,400 481,600
- Election of Directors by the Class A Common Stock
and the Depositary Shares
Class A Common Depositary
Stock Shares
For Withheld For Withheld
--- -------- --- --------
Frank E. Barnes III 2,835,791 29,400 3,369,160 481,840
Jeffrey W. Leiderman 2,836,291 28,900 3,370,360 480,640
PROPOSAL 2 - AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
For Against Abstain
--- -------- -------
Class A Common 852,749 67,700 12,240
Stock
Class B Common 2,448,900 -
- -
Stock
Depositary Shares 1,903,712 2,012,704 4,834,972
PROPOSAL 3 - APPROVAL OF THE COMPANY'S 1996 STOCK OPTION PLAN
For Against Abstain
--- -------- -------
Class A Common 828,822 121,920 24,260
Stock
Class B Common 2,448,900 - -
Stock
Depositary Shares 2,260,792 1,655,464 1,600
17
PROPOSAL 4 - RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 1997
For Against Abstain
--- -------- -------
Class A Common 2,838,016 20,500 7,900
Stock
Class B Common 2,448,900 - -
Stock
Depositary Shares 4,018,120 2,400 -
18
ITEM 5. OTHER INFORMATION
On November 13, 1996, the Board of Directors appointed Jan E. Chason as Chief
Financial Officer of the Company. Since June 1996, Mr. Chason has been serving
as a consultant to Sillerman Communications Management Corporation. Mr. Chason
is also the principle in JEC Consulting Associates which he began in October
1994. From 1982 until September 30, 1994, Mr. Chason was a Partner in the firm
of Ernst & Young LLP.
19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company filed Form 8-K/A on August 27, 1996.
Exhibits
10.1 Asset Purchase Agreement dated as of October 17, 1996 between
Triathlon Broadcasting of Omaha, Inc. and
American Radio Systems Corporation.
10.2 Asset Purchase Agreement dated as of July 15, 1996
between Triathlon Broadcasting of Little Rock, Inc. and
Southern Starr of Arkansas, Inc.
27 Financial Data Schedule
20
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
TRIATHLON BROADCASTING COMPANY
By: /s/Norman Feuer
---------------------------
Norman Feuer
Chief Executive Officer
By: /s/Jan E. Chason
---------------------------
Jan E. Chason
Chief Financial Officer
Dated: November 14, 1996