<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER 1-12187
[COX RADIO, INC. LOGO]
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 58-1620022
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1400 LAKE HEARN DRIVE, ATLANTA, GEORGIA 30319
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
Registrant's telephone number, including area code: (404) 843-5000
---------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
---------------
Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date.
There were 9,378,492 shares of Class A Common Stock outstanding as of
April 30, 2000.
There were 19,577,672 shares of Class B Common Stock outstanding as of
April 30, 2000.
<PAGE> 2
COX RADIO, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
TABLE OF CONTENTS
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<CAPTION>
PAGE
PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS................................................ 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS........................................... 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.......... 17
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS................................................... 18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................... 18
SIGNATURES...................................................................... 20
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2
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COX RADIO, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
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<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------- -----------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents ......................................... $ 8,561 $ 14,704
Restricted cash ................................................... 75,644 --
Accounts receivable, less allowance for doubtful accounts
of $3,138 and $2,966, respectively ............................. 68,235 74,775
Prepaid expenses and other current assets ......................... 7,238 4,387
---------- --------
Total current assets ........................................... 159,678 93,866
Plant and equipment, net ............................................ 56,988 56,582
Intangible assets, net .............................................. 799,176 829,307
Station investment note receivable .................................. -- 850
Other assets ........................................................ 5,577 6,016
---------- --------
Total assets ................................................... $1,021,419 $986,621
========== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses ............................. $ 22,102 $ 28,115
Accrued salaries and wages ........................................ 5,730 4,464
Accrued interest .................................................. 4,838 2,476
Income taxes payable .............................................. 3,105 5,462
Other current liabilities ......................................... 1,943 1,572
Amounts due to Cox Enterprises, Inc. .............................. 3,461 17,138
---------- --------
Total current liabilities ...................................... 41,179 59,227
Notes payable ....................................................... 420,119 420,105
Deferred income taxes ............................................... 146,517 128,623
---------- --------
Total liabilities .............................................. 607,815 607,955
---------- --------
Commitments and contingencies (Note 3)
Shareholders' Equity:
Preferred stock, $1.00 par value: 5,000,000 shares authorized,
None outstanding ............................................... -- --
Class A common stock, $1.00 par value; 70,000,000 shares
authorized; 9,376,372 and 9,338,661 shares outstanding at
March 31, 2000 and December 31, 1999, respectively ............. 9,376 9,339
Class B common stock, $1.00 par value; 45,000,000 shares
authorized; 19,577,672 shares outstanding at March 31, 2000
and December 31, 1999 .......................................... 19,578 19,578
Additional paid-in capital ........................................ 266,898 264,865
Retained earnings ................................................. 119,403 86,535
---------- --------
415,255 380,317
Less: Class A common stock held in treasury (39,952 shares at cost) (1,651) (1,651)
---------- --------
Total shareholders' equity ..................................... 413,604 378,666
---------- --------
Total liabilities and shareholders' equity ..................... $1,021,419 $986,621
========== ========
</TABLE>
See notes to unaudited consolidated financial statements.
3
<PAGE> 4
COX RADIO, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------
2000 1999
-------- -------
(AMOUNTS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
NET REVENUES:
Local ................................................... $54,371 $45,210
National ................................................ 17,967 13,744
Other ................................................... 3,540 1,419
------- -------
Total net revenues .................................... 75,878 60,373
COSTS AND EXPENSES:
Operating ............................................... 17,420 14,866
Selling, general and administrative ..................... 31,781 25,803
Corporate general and administrative .................... 2,843 2,186
Depreciation and amortization ........................... 7,267 6,358
Gain on sales of assets ................................. (62) --
Gain on sales of radio stations ......................... (45,348) --
------- -------
OPERATING INCOME ........................................... 61,977 11,160
OTHER INCOME (EXPENSE):
Interest income ............................................ 649 466
Interest expense ........................................... (6,940) (4,846)
Other - net ................................................ (240) (69)
------- -------
INCOME BEFORE INCOME TAXES ................................. 55,446 6,711
Income taxes ............................................... 22,578 2,887
------- -------
NET INCOME ................................................. $32,868 $ 3,824
======= =======
Net income per common share - basic ........................ $ 1.14 $ .13
======= =======
Net income per common share - diluted ...................... $ 1.13 $ .13
======= =======
Weighted average basic common shares outstanding ........... 28,925 28,577
======= =======
Weighted average diluted common shares outstanding ......... 29,135 28,884
======= =======
</TABLE>
See notes to unaudited consolidated financial statements.
4
<PAGE> 5
COX RADIO, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
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<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK ADDITIONAL TREASURY STOCK
---------------- ---------------- PAID-IN RETAINED -----------------
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS SHARES AMOUNT TOTAL
------ ------ ------ ------ ------- -------- ------ ------- -----
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT
DECEMBER 31, 1999 .......... 9,339 $9,339 19,578 $19,578 $264,865 $ 86,535 40 $ (1,651) $378,666
----- ------ ------ ------- -------- -------- ---- ---------- --------
Net income .................. -- -- -- -- -- 32,868 -- -- 32,868
Issuance of Class A
common stock
related to
incentive plans ............ 37 37 -- -- 2,033 -- -- -- 2,070
----- ------ ------ ------- -------- -------- ---- ---------- --------
BALANCE AT
MARCH 31, 2000 ............. 9,376 $9,376 19,578 $19,578 $266,898 $119,403 $ 40 (1,651) $413,604
===== ====== ====== ======= ======== ======== ==== ========== ========
</TABLE>
See notes to unaudited consolidated financial statements.
5
<PAGE> 6
COX RADIO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------
2000 1999
------------ -----------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ................................................................ $32,868 $ 3,824
Items not requiring cash:
Depreciation ............................................................ 1,301 1,637
Amortization ............................................................ 5,966 4,721
Deferred income taxes ................................................... 17,894 265
Gain on sales of assets ................................................. (62) --
Gain on sales of radio stations ......................................... (45,348) --
Changes in assets and liabilities (net of effects of acquisitions and
dispositions):
Decrease in accounts receivable ......................................... 5,739 8,523
(Decrease) increase in accounts payable and accrued expenses ............ (1,472) 938
Increase in accrued salaries and wages .................................. 1,266 300
Increase in accrued interest ............................................ 2,362 3,113
Increase (decrease) in taxes payable .................................... (1,642) 1,975
Other, net .............................................................. (2,480) (1,574)
------- -------
Net cash provided by operating activities .......................... 16,392 23,722
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ...................................................... (1,787) (1,780)
Acquisitions, net of cash acquired ........................................ (4,523) (18,132)
Decrease in station investment note receivable ............................ 850 6,400
Decrease (increase) in other long-term assets ............................. 246 (2,142)
Proceeds from sales of assets ............................................. 419 --
Proceeds from sales of radio stations ..................................... 75,000 --
Increase in cash restricted for investment ................................ (75,644) --
Decrease in amounts due to Cox Enterprises ................................ (13,677) (7,257)
------- -------
Net cash used in investing activities .............................. (19,116) (22,911)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings of long-term debt .......................................... 14 17
Proceeds from stock options exercised ..................................... 1,355 977
Repurchase of Class A common stock ........................................ -- (1,651)
Decrease in book overdrafts ............................................... (4,788) (779)
------- -------
Net cash used in financing activities .............................. (3,419) (1,436)
------- -------
Net decrease in cash and cash equivalents ................................. (6,143) (625)
Cash and cash equivalents at beginning of period .......................... 14,704 6,479
------- -------
Cash and cash equivalents at end of period ................................ $ 8,561 $ 5,854
======= =======
</TABLE>
See notes to unaudited consolidated financial statements.
6
<PAGE> 7
COX RADIO, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND OTHER INFORMATION
Cox Radio is a leading national radio broadcasting company whose
business, which constitutes one reportable segment, is devoted to acquiring,
developing and operating radio stations located throughout the United States.
Cox Enterprises indirectly owns approximately 68% of the common stock of Cox
Radio and has approximately 95% of the voting power of Cox Radio.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnote disclosures required by generally accepted accounting principles for
complete financial statements. In the opinion of management, the financial
statements reflect all adjustments considered necessary for a fair statement of
the results of operations and financial position for the interim periods
presented. All such adjustments are of a normal, recurring nature. These
unaudited consolidated interim financial statements should be read in
conjunction with the audited consolidated financial statements for the year
ended December 31, 1999 and notes thereto contained in Cox Radio's Annual Report
on Form 10-K, as amended, filed with the Securities and Exchange Commission
(Commission File No. 1-12187).
The results of operations for the three months ended March 31, 2000 are
not necessarily indicative of the results to be expected for the year ending
December 31, 2000 or any other interim period.
Certain prior year amounts have been reclassified for comparative
purposes.
2. ACQUISITIONS AND DISPOSITIONS OF BUSINESSES
During the past several years, Cox Radio has actively managed its
portfolio of radio stations through selected acquisitions, dispositions and
exchanges, as well as through the use of local marketing agreements, or LMAs,
and joint sales agreements, or JSAs. Under an LMA, the company operating a
station provides programming, sales and marketing services. Under a JSA, the
company operating a station provides sales and marketing services. The broadcast
revenues and operating expenses of stations operated by Cox Radio under LMAs and
JSAs have been included in Cox Radio's operations since the respective dates of
such agreements.
All consummated and pending acquisitions discussed below have been or
will be accounted for using the purchase method. As such, the results of
operations of the acquired stations have been or will be included in the results
of operations from the date of acquisition. Specific transactions entered into
or consummated by Cox Radio during the three months ended March 31, 2000 and
through May 1, 2000 are discussed below. In addition, the pending AMFM Inc.
transaction has been included below due to its significance.
In August 1999, Cox Radio agreed to acquire from AMFM Inc. WEDR-FM in
Miami, Florida; WFOX-FM in Atlanta, Georgia; WFYV-FM, WAPE-FM, WBWL-AM, WKQL-FM,
WMXQ-FM and WOKV-AM in Jacksonville, Florida; WEFX-FM, WNLK-AM, WKHL-FM and
WSTC-AM in Stamford/Norwalk, Connecticut; and WPLR-FM and local sales rights at
WYBC-FM in New Haven, Connecticut in exchange for KFI-AM and KOST-FM in Los
Angeles, California plus approximately $3 million. In October 1999, Cox Radio
began operating the stations to be acquired (other than WYBC-FM) pursuant to an
LMA and WYBC-FM pursuant to a JSA. Pending certain regulatory approvals,
including obtaining a temporary waiver of the FCC's newspaper-radio
cross-ownership rule for the acquisition of WFOX-FM in Atlanta, Cox Radio
anticipates consummating this transaction in the second half of 2000.
In January 2000, Cox Radio acquired the assets of KRTQ-FM (formerly
KTFX-FM) in Tulsa, Oklahoma for consideration of $3.5 million. Cox Radio had
been operating this station pursuant to an LMA since January 1999.
7
<PAGE> 8
Also in January 2000, Cox Radio disposed of the assets of KACE-FM and
KRTO-FM, serving the Los Angeles, California market, for consideration of
approximately $75 million.
On March 3, 2000, Cox Radio entered into an agreement to acquire the
assets of radio stations KKBQ-FM, KLDE-FM and KKTL-FM, serving the Houston,
Texas market, and WKHK-FM, WMXB-FM, WKLR-FM and WTVR-AM, serving the Richmond,
Virginia market, for consideration of approximately $380 million. Pending
receipt of all necessary legal and regulatory approvals, Cox Radio anticipates
closing this transaction during the second half of 2000.
For tax purposes, Cox Radio intends to account for the disposition of
KACE-FM and KRTO-FM, serving the Los Angeles, California market, and the
acquisition of WKHK-FM, WMXB-FM, WKLR-FM and WTVR-AM, serving the Richmond,
Virginia market, as like-kind exchanges. Tax rules allow Cox Radio to defer a
substantial portion of the related tax gains on these transactions upon the
reinvestment of the net proceeds in qualifying future acquisitions. Restricted
cash of $75.6 million was held in escrow pending reinvestment and has been
reported in the March 31, 2000 Consolidated Balance Sheet as restricted cash.
On March 14, 2000, Cox Radio entered into an agreement to acquire the
outstanding capital stock of Marlin Broadcasting, Inc., which owns radio
stations WTMI-FM serving Miami, WCCC-FM and WCCC-AM serving Hartford,
Connecticut and WBOQ-FM serving Gloucester, Massachusetts, for approximately
$125 million. As part of this transaction, Cox Radio will sell certain assets of
Marlin comprising WCCC-FM, WCCC-AM and WBOQ-FM to certain principals of Marlin
for approximately $25 million. Pending receipt of all necessary legal and
regulatory approvals, Cox Radio anticipates closing these transactions during
the second half of 2000.
On April 2, 2000, the LMA for WCNN-AM, serving the Atlanta, Georgia
market, terminated.
Also in April 2000, Cox Radio disposed of the assets of KGMZ-FM,
serving the Honolulu, Hawaii market, for approximately $6.6 million. Cox Radio
continues to manage this station's local, regional and national advertising
sales efforts under a JSA. In addition, Cox Radio is a guarantor of the buyer's
financing for this transaction.
On May 1, 2000, Cox Radio acquired the assets of KINE-FM, KCCN-FM and
KCCN-AM, serving the Honolulu, Hawaii market, for consideration of approximately
$17.8 million.
The following unaudited pro forma summary of operations presents the
consolidated results of operations as if all consummated and pending
transactions had occurred on January 1, 1999 and does not purport to be
indicative of what would have occurred had these transactions been made as of
that date or of results which may occur in the future.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------------
2000 1999
---- ----
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
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Net revenues ............................................... $ 85,102 $ 72,154
Net ........................................................ $ 4,341 $ 2,345
========== ==========
Basic pro forma net income per common ...................... $ .15 $ .08
share
========== ==========
Diluted pro forma net income per common .................... $ .15 $ .08
share
========== ==========
Basic pro forma shares outstanding ......................... 28,925 28,577
========== ==========
Diluted pro forma shares outstanding ....................... 29,135 28,884
========== ==========
</TABLE>
8
<PAGE> 9
3. COMMITMENTS AND CONTINGENCIES
On March 7, 1997, Cox Radio entered into a $300 million, five-year,
senior, unsecured revolving credit facility with certain guarantors and banks,
including Texas Commerce Bank National Association, as Administrative Agent,
Nationsbank of Texas, N.A., as Syndications Agent, and Citibank, N.A., as
Documentation Agent. The interest rate is based on the London Interbank Offered
Rate plus a spread determined by the ratio of Cox Radio's debt to EBITDA. This
facility includes a commitment fee on the unused portion of the total amount
available of .1% to .25% based on the ratio of Cox Radio's debt to EBITDA. Cox
Radio borrowed approximately $110 million under this bank credit facility to
consummate its acquisition of NewCity Communications in 1997. At March 31, 2000
and December 31, 1999, Cox Radio had approximately $220 million of outstanding
indebtedness under the bank credit facility and had approximately $80 million
available under the bank credit facility. The interest rate applied to amounts
due under the bank credit facility was 6.58% at March 31, 2000 and 6.9% at
December 31, 1999. The bank credit facility contains, among other provisions,
defined requirements as to ratio of debt to EBITDA and ratio of EBITDA to
interest expense. At March 31, 2000 and December 31, 1999, Cox Radio was in
compliance with these covenants. Borrowings under the bank credit facility
approximate fair value based upon the current borrowing rates available to Cox
Radio.
On May 26, 1998, Cox Radio issued and sold an aggregate of $200 million
principal amount of notes in an offering exempt from registration under Rule
144A of the Securities Act of 1933, as amended, which have been exchanged for
notes which have been registered under the Securities Act of 1933. The notes
consist of $100 million principal amount of 6.25% notes due in full in 2003 and
$100 million principal amount of 6.375% notes due in full in 2005. Pursuant to
the Registration Rights Agreement dated as of May 26, 1998 among Cox Radio, its
then-wholly owned subsidiaries WSB, Inc. and WHIO, Inc. (each a former guarantor
of the notes), NationsBanc Montgomery Securities LLC, Chase Securities, Inc.,
and J.P. Morgan Securities, Inc., on December 14, 1998, Cox Radio consummated an
exchange offer pursuant to which Cox Radio exchanged $200 million principal
amount of the notes originally sold on May 26, 1998, for an aggregate of $200
million principal amount of notes (the terms and form of which are the same in
all material respects as the original notes, except as to restrictions on
transfer) which have been registered under the Securities Act of 1933. As a
result of the mergers of WSB, Inc. and WHIO, Inc. into Cox Radio, WSB, Inc. and
WHIO, Inc. are no longer guarantors of the notes. As a result of the transfer of
certain Federal Communications Commission licenses, permits and authorizations
held by Cox Radio to CXR Holdings, Inc., a wholly-owned subsidiary of Cox Radio,
CXR Holdings became a guarantor of the notes on February 1, 1999. At March 31,
2000 and December 31, 1999, the estimated fair value of these notes was
approximately $191.3 and $191.0 million, respectively, based on quoted market
prices.
In September 1997, Cox Radio entered into interest rate swap agreements
with certain lenders providing bank financing under the bank credit facility.
Pursuant to the interest rate swap agreements, Cox Radio has exchanged its
floating rate interest obligations on an aggregate of $100 million in principal
amount at an average fixed rate of 6.23% per annum having an average maturity of
6.25 years. The fixing of interest rates for this period reduces Cox Radio's
exposure to the uncertainty of floating interest rates. The differential paid or
received on the interest rate swap agreements is recognized as an adjustment to
interest expense. The counterparties to these interest rate swap agreements are
a diverse group of major financial institutions. Cox Radio is exposed to credit
loss in the event of nonperformance by these counterparties. However, Cox Radio
does not anticipate nonperformance by these counterparties, and no material loss
would be expected from their nonperformance. The fair value of the interest rate
swap agreements was not recognized in the consolidated financial statements
since they are accounted for as hedges. The estimated fair value of the interest
rate swap agreements, based on current market rates, approximated a net
receivable of $2.3 million and $1.9 million at March 31, 2000 and December 31,
1999, respectively.
On May 2, 2000, Cox Radio's universal shelf registration statement
filed on Form S-3 with the Securities and Exchange Commission was declared
effective. Under the universal shelf registration statement, Cox Radio and two
financing trusts sponsored by Cox Radio may from time to time offer and issue
debentures, notes, bonds and other evidences of indebtedness and forward
contracts in respect of any
9
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such indebtedness, shares of preferred stock, shares of Class A Common Stock,
warrants, stock purchase contracts and stock purchase units of Cox Radio and
preferred securities of the Cox Radio trusts for a maximum aggregate offering
amount of $750 million. Unless otherwise described in future prospectus
supplements, Cox Radio intends to use the net proceeds from the sale of
securities registered under this universal shelf registration statement for
general corporate purposes, which may include additions to working capital, the
repayment or redemption of existing indebtedness and the financing of capital
expenditures and acquisitions.
On March 6, 2000, Cox Radio was named as a defendant in a putative
class action suit filed in the state court in Gwinnett County, Georgia, alleging
violations of the federal Telephone Consumer Protection Act and related Georgia
telemarketing laws. The complaint seeks statutory damages in the amount of
$1,500, plus actual and punitive damages and attorneys' fees, on behalf of each
person "throughout the State of Georgia" who received an unsolicited
pre-recorded telephone message delivering an "advertisement" from a Cox Radio
radio station. On May 1, 2000, the lawsuit was dismissed without prejudice. The
plaintiff does, however, reserve the right to pursue the action against Cox
Radio at a later date.
4. GUARANTOR FINANCIAL INFORMATION
CXR Holdings, Inc., a wholly-owned subsidiary of Cox Radio, was formed
on September 11, 1998, and Cox Radio transferred certain of its Federal
Communications Commission licenses, permits and authorizations to CXR Holdings
as of January 1, 1999. CXR Holdings became the guarantor of Cox Radio's $200
million notes pursuant to a full and unconditional guarantee on February 1,
1999. Separate financial statements and other disclosures concerning CXR
Holdings are not presented because CXR Holdings is comprised primarily of
non-operating assets, including Federal Communications Commission licenses,
permits and authorizations and cash royalties, and such separate financial
statements and other disclosures would not be meaningful to investors. The
following table sets forth condensed financial information of CXR Holdings as of
March 31, 2000 and December 31, 1999 and for the three month periods ended March
31, 2000 and 1999.
<TABLE>
<CAPTION>
AS OF
MARCH 31, DECEMBER 31,
2000 1999
---------------------------
(AMOUNTS IN THOUSANDS)
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ASSETS:
Accounts receivable - Cox Radio $ 29,034 $ 15,066
Intangible assets, net 392,192 391,832
Other assets 58 767
-------- --------
Total assets ............. $421,284 $407,665
======== ========
Shareholder's equity .......... $421,284 $407,665
======== ========
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
2000 1999
----------------------------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
Royalty income - Cox Radio .. $ 9,874 $ 6,870
Other income, net ........... 288 --
Depreciation and amortization (2,533) (1,160)
------- -------
Operating income ............ $ 7,629 $ 5,710
======= =======
</TABLE>
10
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5. EARNINGS PER COMMON SHARE AND CAPITAL STRUCTURE
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
2000 1999
---- ----
(AMOUNTS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
NET INCOME ..................................................... $ 32,868 $ 3,824
======== ========
BASIC NET INCOME PER COMMON SHARE
Weighted-average common shares outstanding ..................... 28,925 28,577
======== ========
Basic net income per common share .............................. $ 1.14 $ .13
======== ========
DILUTED NET INCOME PER COMMON SHARE
Weighted-average common shares outstanding - basic ............. 28,925 28,577
Shares issuable on exercise of dilutive options ............. 838 749
Shares assumed to be purchased with proceeds from options ... (671) (616)
Shares issuable pursuant to employee stock purchase plan .... 76 186
Shares assumed to be purchased with proceeds from
employee stock purchase plan ............................. (33) (12)
-------- --------
Shares applicable to diluted net income per common share ....... 29,135 28,884
======== ========
Diluted net income per common share ............................ $ 1.13 $ .13
======== ========
</TABLE>
In January 1999, Cox Radio reacquired 39,952 shares of previously
restricted Class A Common Stock from employees for cash consideration of
approximately $1.7 million which was used to pay employee withholding taxes.
On February 7, 2000, Cox Radio announced that its Board of Directors
approved a three-for-one stock split which could be effected promptly following
Cox Radio's May 11, 2000 Annual Meeting of Stockholders. If approved, the stock
split would result in a decrease in par value of each share, including shares of
preferred stock (authorized with no shares presently outstanding), from $1.00 to
$0.33 per share. At the Annual meeting of Stockholders, the stockholders will
also vote on a proposal to amend Cox Radio's Articles of Incorporation to
increase authorized (a) Class A Common Stock from 70,000,000 to 210,000,000
shares; (b) Class B Common Stock from 45,000,000 to 135,000,000 shares; and (c)
preferred stock from 5,000,000 to 15,000,000. If approval is received, the stock
split will be effected as a dividend payable on May 19, 2000 to stockholders of
record on May 12, 2000, unless the Board determines that the stock split is no
longer in the best interests of Cox Radio and its stockholders. Because approval
is pending until May 11, 2000, financial information contained elsewhere in
these financial statements has not been adjusted to reflect the impact of the
proposed stock split.
Pro forma actual and weighted average shares outstanding and earnings
per common share amounts, after giving retroactive effect to the three-for-one
stock split, are presented below for all of the per share amounts disclosed in
the consolidated financial statements and the notes to the consolidated
financial statements:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------
MARCH 31,
---------
2000 1999
---- ----
(AMOUNTS IN THOUSANDS,
EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Shares outstanding
Class A Common Stock ............................ 28,128 27,063
Class B Common Stock ............................ 58,733 58,733
Per share data
Net income per share - basic .................... $ 0.38 $ 0.04
Net income per share - diluted .................. $ 0.38 $ 0.04
Weighted average shares outstanding - basic ..... 86,775 85,731
Weighted average shares outstanding - diluted ... 87,405 86,652
</TABLE>
11
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
accompanying unaudited historical Consolidated Statements of Income for the
three month periods ended March 31, 2000 and 1999.
This report contains forward-looking statements that are subject to
risks and uncertainties. Forward-looking statements include, but may not be
limited to, the information regarding future cash requirements of Cox Radio and
statements regarding the intent, belief or current expectations of Cox Radio and
its management. For such statements, Cox Radio claims the protection of the safe
harbor for forward-looking statements contained in Section 21E of the Securities
Exchange Act of 1934, as amended. Cox Radio's results could differ materially
from those discussed in each forward-looking statement due to various factors
which are outside Cox Radio's control, including competition for audience share
and advertising revenue from other radio stations, electronic and print media
and new media technologies and governmental regulation of the radio broadcasting
industry. For a more detailed discussion of these factors and others, see the
Risk Factors section of Cox Radio's Annual Report on Form 10-K, as amended, for
the year ended December 31, 1999 (Commission File No. 1-12187).
GENERAL
Cox Radio is a leading national radio broadcast company whose business,
which constitutes one reportable segment, is devoted to acquiring, developing
and operating radio stations located throughout the United States. Cox
Enterprises indirectly owns approximately 68% of the Common Stock of Cox Radio
through its wholly-owned subsidiary, Cox Broadcasting, Inc. and has
approximately 95% of the voting power of Cox Radio.
The performance of a radio station group, such as Cox Radio, is customarily
measured by its ability to generate Broadcast Cash Flow, EBITDA and After-tax
Cash Flow. Broadcast Cash Flow is defined as net revenues less station operating
expenses. EBITDA is defined as operating income excluding the gain on sales of
assets and radio stations plus depreciation and amortization. After-tax Cash
Flow is defined as income (loss) before extraordinary items excluding gain on
sales of assets and radio stations plus depreciation, amortization and deferred
tax expense. Although Broadcast Cash Flow, EBITDA and After-tax Cash Flow are
not recognized under generally accepted accounting principles, they are accepted
by the broadcasting industry as generally recognized measures of performance and
are used by analysts who report publicly on the condition and performance of
broadcasting companies. For the foregoing reasons, Cox Radio believes that these
measures will be useful to investors. However, Broadcast Cash Flow, EBITDA or
After-tax Cash Flow should not be considered to be an alternative to operating
income or cash flows from operating activities (as a measure of liquidity), each
as determined in accordance with generally accepted accounting principles, or an
indicator of Cox Radio's performance under generally accepted accounting
principles.
The primary source of Cox Radio's revenues is the sale of local and national
advertising. Historically, approximately 73% and 25% of Cox Radio's net revenues
have been generated from local and national advertising, respectively. Cox
Radio's most significant station operating expenses are employees' salaries and
benefits, commissions, programming expenses and advertising and promotional
expenditures.
Cox Radio's revenues vary throughout the year. As is typical in the radio
broadcasting industry, Cox Radio's revenues and broadcast cash flows are
typically lowest in the first quarter and higher in the second and fourth
quarters. Cox Radio's operating results in any period may be affected by the
incurrence of advertising and promotional expenses that do not necessarily
produce commensurate revenues until the impact of the advertising and promotion
is realized in future periods.
12
<PAGE> 13
ACQUISITIONS AND DISPOSITIONS
During the past several years, Cox Radio has actively managed its
portfolio of radio stations through selected acquisitions, dispositions and
exchanges, as well as through the use of local marketing agreements, or LMAs,
and joint sales agreements, or JSAs. Under an LMA, the company operating a
station provides programming, sales and marketing services. Under a JSA, the
company operating a station provides sales and marketing services. The broadcast
revenues and operating expenses of stations operated by Cox Radio under LMAs and
JSAs have been included in Cox Radio's operations since the respective dates of
such agreements.
All consummated and pending acquisitions discussed below have been or
will be accounted for using the purchase method. As such, the results of
operations of the acquired stations have been or will be included in the results
of operations from the date of acquisition. Specific transactions entered into
or consummated by Cox Radio during the three months ended March 31, 2000 and
through May 1, 2000 are discussed below. In addition, the pending AMFM Inc.
transaction has been included below due to its significance.
In August 1999, Cox Radio agreed to acquire from AMFM Inc. WEDR-FM in
Miami, Florida; WFOX-FM in Atlanta, Georgia; WFYV-FM, WAPE-FM, WBWL-AM, WKQL-FM,
WMXQ-FM and WOKV-AM in Jacksonville, Florida; WEFX-FM, WNLK-AM, WKHL-FM and
WSTC-AM in Stamford/Norwalk, Connecticut; and WPLR-FM and local sales rights at
WYBC-FM in New Haven, Connecticut in exchange for KFI-AM and KOST-FM in Los
Angeles, California plus approximately $3 million. In October 1999, Cox Radio
began operating the stations to be acquired (other than WYBC-FM) pursuant to an
LMA and WYBC-FM pursuant to a JSA. Pending certain regulatory approvals,
including obtaining a temporary waiver of the FCC's newspaper-radio
cross-ownership rule for the acquisition of WFOX-FM in Atlanta, Cox Radio
anticipates consummating this transaction in the second half of 2000.
In January 2000, Cox Radio acquired the assets of KRTQ-FM (formerly
KTFX-FM) in Tulsa, Oklahoma for consideration of $3.5 million. Cox Radio had
been operating this station pursuant to an LMA since January 1999.
Also in January 2000, Cox Radio disposed of the assets of KACE-FM and
KRTO-FM, serving the Los Angeles, California market, for consideration of
approximately $75 million.
On March 3, 2000, Cox Radio entered into an agreement to acquire the
assets of radio stations KKBQ-FM, KLDE-FM and KKTL-FM, serving the Houston,
Texas market, and WKHK-FM, WMXB-FM, WKLR-FM and WTVR-AM, serving the Richmond,
Virginia market, for consideration of approximately $380 million. Pending
receipt of all necessary legal and regulatory approvals, Cox Radio anticipates
closing this transaction during the second half of 2000.
For tax purposes, Cox Radio intends to account for the disposition of
KACE-FM and KRTO-FM, serving the Los Angeles, California market, and the
acquisition of WKHK-FM, WMXB-FM, WKLR-FM and WTVR-AM, serving the Richmond,
Virginia market, as like-kind exchanges. Tax rules allow Cox Radio to defer a
substantial portion of the related tax gains on these transactions upon the
reinvestment of the net proceeds in qualifying future acquisitions. Restricted
cash of $75.6 million was held in escrow pending reinvestment and has been
reported in the March 31, 2000 Consolidated Balance Sheet as restricted cash.
On March 14, 2000, Cox Radio entered into an agreement to acquire the
outstanding capital stock of Marlin Broadcasting, Inc., which owns radio
stations WTMI-FM serving Miami, WCCC-FM and WCCC-AM serving Hartford,
Connecticut and WBOQ-FM serving Gloucester, Massachusetts, for approximately
$125 million. As part of this transaction, Cox Radio will sell certain assets of
Marlin comprising WCCC-FM, WCCC-AM and WBOQ-FM to certain principals of Marlin
for approximately $25 million. Pending receipt of all necessary legal and
regulatory approvals, Cox Radio anticipates closing these transactions during
the second half of 2000.
On April 2, 2000, the LMA for WCNN-AM, serving the Atlanta, Georgia
market, terminated.
13
<PAGE> 14
Also in April 2000, Cox Radio disposed of the assets of KGMZ-FM,
serving the Honolulu, Hawaii market, for approximately $6.6 million. Cox Radio
continues to manage this station's local, regional and national advertising
sales efforts under a JSA. In addition, Cox Radio is a guarantor of the buyer's
financing for this transaction.
On May 1, 2000, Cox Radio acquired the assets of KINE-FM, KCCN-FM and
KCCN-AM, serving the Honolulu, Hawaii market, for consideration of approximately
$17.8 million.
RESULTS OF OPERATIONS
Three months ended March 31, 2000 compared to three months ended March 31, 1999
Net revenues for the first quarter of 2000 increased $15.5 million to
$75.9 million, a 25.7% increase over the first quarter of 1999. This increase
was primarily a result of the acquisition of radio stations in Tampa, Florida;
Louisville, Kentucky; and Honolulu, Hawaii; the acquisition of the operations of
radio stations in Jacksonville, Florida; New Haven, Connecticut;
Stamford-Norwalk, Connecticut; Atlanta, Georgia; and Miami, Florida; and offset
somewhat by the disposition of stations in Syracuse, New York and the operations
of KFI-AM and KOST-FM in Los Angeles, California. In addition there were
significant increases in net revenues at the stations in Atlanta, Georgia; Long
Island, New York; and Orlando, Florida; which were realized as a result of
continued strong ratings performance.
Station operating expenses increased $8.5 million to $49.2 million, an
increase of 21.0% over the first quarter of 1999. This increase was primarily as
a result of the acquisition of radio stations in Tampa, Florida; Louisville,
Kentucky; and Honolulu, Hawaii, the acquisition of the operations of radio
stations in Jacksonville, Florida; New Haven, Connecticut; Stamford-Norwalk,
Connecticut; Atlanta, Georgia; and Miami, Florida and offset somewhat by the
disposition of stations in Syracuse, New York and the disposition of the
operations of KFI-AM and KOST-FM in Los Angeles, California, and also due to
higher programming and sales related costs which are driven by ratings and
revenues, respectively.
Broadcast cash flow increased $7.0 million to $26.7 million, a 35.4%
increase over the first quarter of 1999 for the reasons discussed above.
Corporate general and administrative expenses increased $0.7 million to
$2.8 million primarily due to higher overhead costs incurred as a result of the
increase in number of stations owned and/or operated in 2000.
Operating income increased $50.8 million to $62.0 million for the first
quarter of 2000, primarily as a result of a $46.6 million pre-tax gain on the
sale of KACE-FM and KRTO-FM in Los Angeles, California and for the reasons
discussed above.
Interest expense during the first quarter of 2000 totaled $6.9 million
as compared to first quarter 1999 of $4.8 million as a result of borrowings
incurred to complete Cox Radio's acquisitions during 1999 and the first quarter
of 2000.
Net income increased $29.0 million to $32.9 million for the first
quarter of 2000, primarily as a result of an after-tax gain of $27.9 million on
the sale of KACE-FM and KRTO-FM in Los Angeles, California in January 2000 and
for the reasons discussed above.
14
<PAGE> 15
LIQUIDITY AND CAPITAL RESOURCES
Cox Radio's primary source of liquidity is cash provided by operations.
Historically, cash requirements have been funded by Cox Radio's operating
activities and through borrowings under Cox Radio's bank credit facility
described below. For the three months ended March 31, 2000 as compared to the
three months ended March 31, 1999, cash from operations decreased $7.4 million
to $16.3 million, primarily attributable to the gain on sales of radio stations
and the net change in working capital accounts. In addition, cash requirements
historically have been funded on a temporary basis through intercompany advances
from Cox Enterprises under a revolving credit facility with Cox Enterprises.
Borrowings, if any, by Cox Radio under the Cox Enterprises credit facility would
typically be repaid by Cox Radio within 30 days. Borrowings, if any, under the
Cox Enterprises credit facility would accrue interest at Cox Enterprises'
commercial paper rate plus .40%. Cox Enterprises continues to perform day-to-day
cash management services for Cox Radio.
On March 7, 1997, Cox Radio entered into a $300 million, five-year,
senior, unsecured revolving credit facility with certain guarantors and banks,
including Texas Commerce Bank National Association, as Administrative Agent,
Nationsbank of Texas, N.A., as Syndications Agent, and Citibank, N.A., as
Documentation Agent. The interest rate is based on the London Interbank Offered
Rate plus a spread determined by the ratio of Cox Radio's debt to EBITDA. This
facility includes a commitment fee on the unused portion of the total amount
available of .1% to .25% based on the ratio of Cox Radio's debt to EBITDA. Cox
Radio borrowed approximately $110 million under this bank credit facility to
consummate its acquisition of NewCity Communications in 1997. At March 31, 2000
and December 31, 1999, Cox Radio had approximately $220 million of outstanding
indebtedness under the bank credit facility and had approximately $80 million
available under the bank credit facility. The interest rate applied to amounts
due under the bank credit facility was 6.58% at March 31, 2000 and 6.9% at
December 31, 1999. The bank credit facility contains, among other provisions,
defined requirements as to ratio of debt to EBITDA and ratio of EBITDA to
interest expense. At March 31, 2000 and December 31, 1999, Cox Radio was in
compliance with these covenants. Borrowings under the bank credit facility
approximate fair value based upon the current borrowing rates available to Cox
Radio.
On May 26, 1998, Cox Radio issued and sold an aggregate of $200 million
principal amount of notes in an offering exempt from registration under Rule
144A of the Securities Act of 1933, as amended, which have been exchanged for
notes which have been registered under the Securities Act of 1933. The notes
consist of $100 million principal amount of 6.25% notes due in full in 2003 and
$100 million principal amount of 6.375% notes due in full in 2005. Pursuant to
the Registration Rights Agreement dated as of May 26, 1998 among Cox Radio, its
then-wholly owned subsidiaries WSB, Inc. and WHIO, Inc. (each a former guarantor
of the notes), NationsBanc Montgomery Securities LLC, Chase Securities, Inc.,
and J.P. Morgan Securities, Inc., on December 14, 1998, Cox Radio consummated an
exchange offer pursuant to which Cox Radio exchanged $200 million principal
amount of the notes originally sold on May 26, 1998, for an aggregate of $200
million principal amount of notes (the terms and form of which are the same in
all material respects as the original notes, except as to restrictions on
transfer) which have been registered under the Securities Act of 1933. As a
result of the mergers of WSB, Inc. and WHIO, Inc. into Cox Radio, WSB, Inc. and
WHIO, Inc. are no longer guarantors of the notes. As a result of the transfer of
certain Federal Communications Commission licenses, permits and authorizations
held by Cox Radio to CXR Holdings, Inc., a wholly-owned subsidiary of Cox Radio,
CXR Holdings became a guarantor of the notes on February 1, 1999. At March 31,
2000 and December 31, 1999, the estimated fair value of these notes was
approximately $191.3 and $191.0 million, respectively, based on quoted market
prices.
In September 1997, Cox Radio entered into interest rate swap agreements
with certain lenders providing bank financing under the bank credit facility.
Pursuant to the interest rate swap agreements, Cox Radio has exchanged its
floating rate interest obligations on an aggregate of $100 million in principal
amount at an average fixed rate of 6.23% per annum having an average maturity of
6.25 years. The fixing of interest rates for this period reduces Cox Radio's
exposure to the uncertainty of floating interest rates. The differential paid or
received on the interest rate swap agreements is recognized as an adjustment to
interest expense. The counterparties to these interest rate swap agreements are
a diverse group of major
15
<PAGE> 16
financial institutions. Cox Radio is exposed to credit loss in the event of
nonperformance by these counterparties. However, Cox Radio does not anticipate
nonperformance by these counterparties, and no material loss would be expected
from their nonperformance. The fair value of the interest rate swap agreements
was not recognized in the consolidated financial statements since they are
accounted for as hedges. The estimated fair value of the interest rate swap
agreements, based on current market rates, approximated a net receivable of $2.3
million and $1.9 million at March 31, 2000 and December 31, 1999, respectively.
Future cash requirements are expected to include capital expenditures,
principal and interest payments on indebtedness and funds for acquisitions. Cox
Radio expects its operations to generate sufficient cash to meet its capital
expenditures and debt service requirements. Additional cash requirements,
including funds for pending or other acquisitions, will be funded from various
sources, including the proceeds from bank financing and, if or when appropriate,
other issuances of Company securities.
On May 2, 2000, Cox Radio's universal shelf registration statement
filed on Form S-3 with the Securities and Exchange Commission was declared
effective. Under the universal shelf registration statement, Cox Radio and two
financing trusts sponsored by Cox Radio may from time to time offer and issue
debentures, notes, bonds and other evidences of indebtedness and forward
contracts in respect of any such indebtedness, shares of preferred stock, shares
of Class A Common Stock, warrants, stock purchase contracts and stock purchase
units of Cox Radio and preferred securities of the Cox Radio trusts for a
maximum aggregate offering amount of $750 million. Unless otherwise described in
future prospectus supplements, Cox Radio intends to use the net proceeds from
the sale of securities registered under this universal shelf registration
statement for general corporate purposes, which may include additions to working
capital, the repayment or redemption of existing indebtedness and the financing
of capital expenditures and acquisitions.
16
<PAGE> 17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Interest rate risk is the risk that the Company will incur economic
losses due to adverse changes in interest rates. The Company manages
interest-rate risk through the use of fixed- and floating-rate debt, and through
the use of derivatives.
In 1998, Cox Radio issued and sold an aggregate of $200 million
principal amount of notes in an offering exempt from registration under Rule
144A of the Securities Act of 1933, as amended, which have been exchanged for
notes which have been registered under the Securities Act of 1933. The notes
consist of $100 million principal amount of 6.25% notes due in full in 2003 and
$100 million principal amount of 6.375% notes due in full in 2005. At March 31,
2000 and December 31, 1999, the estimated fair value of these notes was
approximately $191.3 million and $191.0 million, respectively, based on quoted
market prices.
In 1997, Cox Radio entered into a $300 million, five-year, senior,
unsecured revolving credit facility with certain guarantors and banks, including
Texas Commerce Bank National Association, as Administrative Agent, Nationsbank
of Texas, N.A., as Syndications Agent, and Citibank, N.A., as Documentation
Agent. The interest rate is based on the London Interbank Offered Rate plus a
spread determined by the ratio of debt to EBITDA. At March 31, 2000 and December
31, 1999, Cox Radio had approximately $220 million and $100 million,
respectively, of outstanding indebtedness under the bank credit facility and had
approximately $80 million and $200 million, respectively, available under the
bank credit facility. The interest rate applied to amounts due under the bank
credit facility was 6.58% and 6.90% at March 31, 2000 and December 31, 1999,
respectively. Borrowings under the bank credit facility approximate fair value
based upon the current borrowing rates available to Cox Radio.
In September 1997, Cox Radio entered into interest rate swap agreements
with certain lenders providing bank financing under the bank credit facility.
Pursuant to the interest rate swap agreements, Cox Radio has exchanged its
floating rate interest obligations on an aggregate of $100 million in principal
at an average fixed rate of 6.23% per annum having an average maturity of 6.25
years. The fixing of interest rates for this period reduces Cox Radio's exposure
to the uncertainty of floating interest rates. The differential paid or received
on the interest rate swap agreements is recognized as an adjustment to interest
expense. The counterparties to these interest rate swap agreements are a diverse
group of major financial institutions. Cox Radio is exposed to credit loss in
the event of nonperformance by these counterparties. However, Cox Radio does not
anticipate nonperformance by these counterparties, and no material loss would be
expected from their nonperformance. The fair value of the interest rate swap
agreements was not recognized in Cox Radio's consolidated financial statements
since they are accounted for as hedges. The estimated fair value of the interest
rate swap agreements, based on current market rates, approximated a net
receivable of $2.3 million and $1.9 million at March 31, 2000 and December 31,
1999, respectively.
17
<PAGE> 18
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On March 6, 2000, Cox Radio was named as a defendant in a putative class
action suit filed in the state court in Gwinnett County, Georgia, alleging
violations of the federal Telephone Consumer Protection Act and related Georgia
telemarketing laws. The complaint seeks statutory damages in the amount of
$1,500, plus actual and punitive damages and attorneys' fees, on behalf of each
person "throughout the State of Georgia" who received an unsolicited
pre-recorded telephone message delivering an "advertisement" from a Cox Radio
radio station. On May 1, 2000, the lawsuit was dismissed without prejudice. The
plaintiff does, however, reserve the right to pursue the action against Cox
Radio at a later date.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Listed below are the exhibits which are filed as part of this
Report (according to the number assigned to them in Item 601
of Regulation S-K):
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------------------------------
<S> <C> <C>
(1) 2.1 -- Agreement and Plan of Merger, dated
as of July 1, 1996, by and among
Cox Radio, Inc., New Cox Radio II,
Inc., NewCity Communications, Inc.
and certain stockholders of NewCity
Communications, Inc. (2)
(1) 2.2 -- Guaranty by Cox Broadcasting, Inc.,
dated as of July 1, 1996, in favor
of NewCity Communications, Inc.
(1) 3.1 -- Amended and Restated Certificate of
Incorporation of Cox Radio, Inc.
(1) 3.2 -- Amended and Restated Bylaws of Cox
Radio, Inc.
(3) 4.1 -- Indenture dated as of May 26, 1998
between Cox Radio, Inc., The Bank
of New York, WSB, Inc., and WHIO,
Inc.
(4) 4.2 -- Supplemental Indenture dated as of
February 1, 1999 by and among
trustee, Cox Radio, Inc. and CXR
Holdings, Inc.
(5) 4.3 -- Registration Rights Agreement dated
May 26, 1998 among Cox Radio, Inc.,
WSB, Inc., WHIO, Inc., and
Nationsbanc Montgomery Securities,
LLC, Chase Securities, Inc., and
J.P. Morgan Securities, Inc.
(6) 4.4 -- Specimen of Class A Common Stock
Certificate.
(7)10.1 -- Credit Agreement, dated as of March
7, 1997, by and among Cox Radio,
Inc., Texas Commerce Bank National
Association, Nationsbank of Texas,
N.A. and Citibank, N.A.,
individually and as agents, and the
other banks signatory thereto (2)
(1) 10.2 -- New CEI Credit Facility.
(1) 10.3 -- Cox Radio, Inc. Long-Term Incentive
Plan.
(1) 10.4 -- Cox Radio, Inc. 1997 Employee Stock
Purchase Plan.
(1) 10.5 -- Cox Radio, Inc. Restricted Stock
Plan for Non-Employee Directors
</TABLE>
18
<PAGE> 19
<TABLE>
<S> <C>
(1) 10.6 -- Tax Allocation and Indemnification
Agreement, dated as of September
30, 1996, by and between Cox
Enterprises, Inc. and Cox Radio,
Inc.
(8) 10.7 -- Cox Radio, Inc. 1999 Employee Stock
Purchase Plan.
(9) 10.8 -- Asset Exchange Agreement dated
August 30, 1999 by and among Cox
Radio, Inc. and AMFM Inc.
(10)10.9 -- Merger Agreement dated March 14,
2000 by and among Marlin
Broadcasting, Inc., Cox Radio,
Inc., Cox Miami Merger Sub, Inc.
and Marling Broadcasting, LLC
(11)10.10 -- Asset Purchase Agreement dated
March 3, 2000 by and among Clear
Channel Broadcasting, Inc., Clear
Channel Broadcasting Licenses,
Inc., Citicasters Co., Capstar
Radio Operating Company, Capstar TX
Limited Partnership, AMFM Texas
Broadcasting, L.P., AMFM Texas
Licenses Limited Partnership and
Cox Radio, Inc., CXR Holdings, Inc.
27.1 -- Financial Data Schedule (for SEC
use only)
</TABLE>
- ----------
(1) Incorporated by reference to the corresponding exhibit of Cox Radio's
Registration Statement on Form S-1 (Commission File No. 333-08737).
(2) Schedules and Exhibits intentionally omitted.
(3) Incorporated by reference to Exhibit 4.1 of Cox Radio's Registration
Statement on Form S-4 (Commission File No. 333-61179).
(4) Incorporated by reference to the corresponding exhibit of Cox Radio's
Report of From 10-Q for the period ending March 31, 1999 (Commission File
No. 1-12187)
(5) Incorporated by reference to Exhibit 4.2 of Cox Radio's Registration
Statement on Form S-4 (Commission File No. 333-61179).
(6) Incorporated by reference to Exhibit 4.3 of Cox Radio's Registration
Statement on Form S-1 (Commission File No. 333-08737).
(7) Incorporated by reference to Cox Radio's Annual Report on Form 10-K for the
period ending December 31, 1996 (Commission File No. 1-12187).
(8) Incorporated by reference to Cox Radio's Annual Report on Form 10-K for the
period ending December 31, 1999 (Commission File No. 1-12187).
(9) Incorporated by reference to Exhibit 99.1 of Cox Radio's Report on Form
8-K dated August 30, 1999 and filed September 17, 1999 (Commission File
No. 1-12187).
(10) Incorporated by reference to Exhibit 2.2 of Cox Radio's Report on Form 8-K
dated April 19, 2000 (Commission File No. 1-12187).
(11) Incorporated by reference to Exhibit 2.3 of Cox Radio's Report on Form 8-K
dated April 19, 2000 (Commission File No. 1-12187).
(b) Reports on Form 8-K
None
19
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COX RADIO, INC.
May 10, 2000 /s/ Maritza C. Pichon
--------------------------------
Maritza C. Pichon
Chief Financial Officer
(Principal Financial Officer and
duly authorized officer)
20
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF COX RADIO, INC. FOR THE THREE MONTHS ENDED MARCH 31,
2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 84,205
<SECURITIES> 0
<RECEIVABLES> 71,373
<ALLOWANCES> (3,138)
<INVENTORY> 0
<CURRENT-ASSETS> 159,678
<PP&E> 97,431
<DEPRECIATION> (40,443)
<TOTAL-ASSETS> 1,021,419
<CURRENT-LIABILITIES> 41,179
<BONDS> 420,119
0
0
<COMMON> 28,954
<OTHER-SE> 384,650
<TOTAL-LIABILITY-AND-EQUITY> 1,021,419
<SALES> 0
<TOTAL-REVENUES> 75,878
<CGS> 0
<TOTAL-COSTS> 49,201
<OTHER-EXPENSES> 10,110
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,940
<INCOME-PRETAX> 55,446
<INCOME-TAX> 22,578
<INCOME-CONTINUING> 32,868
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 32,868
<EPS-BASIC> 1.14
<EPS-DILUTED> 1.13
</TABLE>
