- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 1997
Commission File No. 333-30795
RADIO ONE, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1166660
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5900 Princess Garden Parkway,
8th Floor
Lanham, Maryland 20706
(Address of principal executive offices)
(301) 306-1111
Registrant's telephone number, including area code
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.
Class Outstanding at August 11, 1997
----- ------------------------------
Class A Common Stock, $.01 Par Value 138.45
Class B Common Stock, $.01 Par Value 0
================================================================================
<PAGE>
RADIO ONE, INC. AND SUBSIDIARY
------------------------------
Form 10-Q
For the Quarter Ended June 29, 1997
TABLE OF CONTENTS
-----------------
Page
----
PART I FINANCIAL INFORMATION
ITEM 1 Consolidated Financial Statements 3
Consolidated Balance Sheets 4
December 31, 1996 and June 29, 1997 (Unaudited)
Consolidated Statements of Operations 5
Three months and six months ended June 30, 1996 and
June 29, 1997(Unaudited)
Consolidated Statements of Stockholders' Equity 6
Six months ended June 29, 1997 (Unaudited)
Consolidated Statements of Cash Flows 7
Six months ended June 30, 1996 and June 29, 1997
(Unaudited)
Notes to Unaudited Consolidated Financial Statements 8
ITEM 2 Management's Discussion and Analysis of Financial 10
Condition and Results of Operations
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings 13
ITEM 2 Changes in Securities 13
ITEM 3 Defaults upon Senior Securities 13
ITEM 4 Submission of Matters to a Vote of Security Holders 13
ITEM 5 Other Information 13
ITEM 6 Exhibits and Reports on Form 8-K 13
SIGNATURE 14
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
(See pages 4-7 -- This page intentionally left blank.)
3
<PAGE>
RADIO ONE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1996 AND JUNE 29, 1997
<TABLE>
<CAPTION>
December 31, June 29,
1996 1997
(Unaudited)
----------- -----------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,708,295 $ 8,782,042
Trade accounts receivable, net of allowance
for doubtful accounts of $765,200 and
$953,042,respectively 6,419,468 7,474,895
Prepaid expenses and other 117,025 331,280
------------- -------------
Total Current Assets 8,244,788 16,588,217
PROPERTY AND EQUIPMENT, net 3,007,004 3,521,700
INTANGIBLE ASSETS, net 39,358,127 57,182,814
OTHER ASSETS 1,166,861 3,556
------------- -------------
Total Assets $ 51,776,780 $ 77,296,287
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable $ 388,581 $ 955,657
Accrued expenses 1,452,444 2,035,210
Current portion of long-term debt 5,633,286 --
------------- -------------
Total Current Liabilities 7,474,311 2,990,867
LONG-TERM DEBT AND DEFERRED INTEREST,
net of current portion 59,305,225 73,251,615
------------- -------------
Total Liabilities 66,779,536 76,242,482
COMMITMENTS AND CONTINGENCIES -- --
SENIOR CUMULATIVE REDEEMABLE PREFERRED STOCK -- 20,931,013
------------- -------------
STOCKHOLDERS' DEFICIT:
Preferred stock, $9,490 par value, 100 shares
authorized, no shares issued and outstanding -- --
Common stock - Class A, $.01 par value, 1,000 shares
authorized, 138.45 shares issued and outstanding 1 1
Common stock - Class B, $.01 par value, 1,000 shares
authorized, no shares issued and outstanding -- --
Additional paid-in capital 1,205,189 --
Accumulated deficit (16,207,946) (19,877,209)
------------- -------------
Total stockholders' deficit (15,002,756) (19,877,208)
------------- -------------
Total Liabilities and Stockholders' Deficit $ 51,776,780 $ 77,296,287
============= =============
4
</TABLE>
<PAGE>
RADIO ONE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 29, June 30, June 29,
1996 1997 1996 1997
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
---------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
REVENUES:
Broadcast revenues, including
barter revenues of $252,182,
$262,721, $602,890 and
$505,358, respectively $ 7,084,742 $ 8,827,680 $12,359,503 $ 15,126,031
Less: Agency commissions 908,083 1,124,225 1,512,885 1,890,029
------------ ------------ ------------ ------------
Net broadcast revenues 6,176,659 7,703,455 10,846,618 13,236,002
------------ ------------ ------------ ------------
OPERATING EXPENSES:
Program and technical 1,052,952 1,537,031 1,904,021 2,733,242
Selling, general and administrative 2,477,422 3,080,216 4,900,873 5,858,243
Corporate expenses 274,003 385,168 619,960 1,080,281
Depreciation and amortization 1,041,437 1,286,610 2,224,697 2,365,888
------------ ------------ ------------ ------------
Total operating expenses 4,845,814 6,289,025 9,649,551 12,037,654
------------ ------------ ------------ ------------
Broadcast operating income 1,330,845 1,414,430 1,197,067 1,198,348
INTEREST EXPENSE,
Including amortization of
deferred financing costs 1,822,038 2,429,628 3,613,872 4,194,956
OTHER (INCOME) EXPENSE,
NET (53,726) (87,021) (53,726) (107,385)
------------ ------------ ------------ ------------
Loss before provision
for income taxes and
extraordinary item (437,467) (928,177) (2,363,079) (2,889,223)
PROVISION FOR INCOME
TAXES -- -- -- --
------------ ------------ ------------ ------------
Loss before extraordinary item (437,467) (928,177) (2,363,079) (2,889,223)
EXTRAORDINARY ITEM:
Loss on early retirement of debt -- 1,985,229 -- 1,985,229
------------ ------------ ------------ ------------
Net loss $ (437,467) $ (2,913,406) $(2,363,079) $ (4,874,452)
============ ============ ============ ============
</TABLE>
5
<PAGE>
RADIO ONE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE SIX MONTHS ENDED JUNE 29, 1997
<TABLE>
<CAPTION>
Common Common Additional Total
Preferred Stock Stock Paid-In Accumulated Stockholders'
Stock Class A Class B Capital Deficit Deficit
------------ ------------- ------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, as of
December 31, 1996 $ -- $ 1 $ -- $ 1,205,189 $ (16,207,946) $ (15,002,756)
Net loss -- -- -- -- (4,874,452) (4,874,452)
Effect of Conversion to
C Corporation -- -- -- (1,205,189) 1,205,189 --
BALANCE, as of ------------ ------------- ------------- -------------- --------------- ----------------
June 29 1997
(unaudited) $ -- $ 1 $ -- $ -- $ (19,877,209) $ (19,877,208)
============ ============= ============= ============== =============== ================
</TABLE>
6
<PAGE>
RADIO ONE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
June 30, June 29,
1996 1997
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,363,079) $ (4,874,452)
Adjustments to reconcile net loss to net cash from
operating activities:
Depreciation and amortization 2,224,697 2,365,888
Amortization of debt financing costs and
unamortized discount 183,095 485,186
Loss on extinguishment of debt -- 1,985,229
Deferred interest 1,125,751 1,087,148
Effect of change in operating assets and liabilities-
Decrease (increase) in trade accounts receivable 24,993 (1,055,427)
Decrease (increase) in prepaid expenses and other 79,475 (214,255)
(Increase) decrease in other assets (115,617) 163,305
Increase (decrease) in accounts payable (405,972) 567,077
Increase in accrued expenses 347,161 582,766
------------- --------------
Net cash flows from operating activities 1,100,504 1,092,465
------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (107,625) (664,129)
Payments for station purchase -- (19,107,084)
------------- --------------
Net cash flows from investing activities (107,625) (19,771,213)
------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt (2,103,264) (45,599,162)
Proceeds from new debt -- 72,750,000
Deferred debt financing cost -- (1,398,343)
------------- --------------
Net cash flows from financing activities (2,103,264) 25,752,495
------------- --------------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (1,110,385) 7,073,747
CASH AND CASH EQUIVALENTS, beginning of year 2,702,868 1,708,295
------------- --------------
CASH AND CASH EQUIVALENTS, end of year $ 1,592,483 $ 8,782,042
============== ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for-
Interest $ 1,705,877 $ 1,479,564
============== ==============
Income taxes $ -- $ --
============== ==============
</TABLE>
7
<PAGE>
RADIO ONE, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 29, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Organization and Business
Radio One, Inc. (a Delaware corporation) and its subsidiary, Radio One
Licenses, LLC (a Delaware limited liability company) (collectively referred to
as the Company) were organized to acquire, operate and maintain radio
broadcasting stations. The Company owns and operates three radio stations in
Washington, D.C.; WOL-AM, WMMJ-FM and WKYS-FM, four radio stations in Baltimore,
Maryland; WWIN-AM, WWIN-FM, WOLB-AM and WERQ-FM and one radio station in
Philadelphia, Pennsylvania; WPHI-FM. Effective January 1, 1996, Radio One, Inc.
converted to an S corporation until May, 1997, when it converted back to a C
corporation.
Basis of Presentation
The accompanying consolidated financial statements include the accounts of
Radio One, Inc. and its wholly owned subsidiary, Radio One Licenses, LLC. All
significant intercompany accounts and transactions have been eliminated in
consolidation. The accompanying consolidated financial statements are presented
on the accrual basis of accounting in accordance with generally accepted
accounting principles. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. While actual results could differ from those
estimates, management believes that actual results will not be materially
different from amounts provided in the accompanying consolidated financial
statements.
Interim Financial Statements
The consolidated financial statements for the six months ended June 30,
1996 and June 29, 1997 are unaudited, but in the opinion of management, such
financial statements have been presented on the same basis as the audited
consolidated financial statements and include all adjustments, consisting only
of normal recurring adjustments necessary for a fair presentation of the
financial position and results of operations, and cash flows for these periods.
As permitted under the applicable rules and regulations of the Securities
and Exchange Commission, these financial statements do not include all
disclosures normally included with audited consolidated financial statements,
and, accordingly, should be read in conjunction with the consolidated financial
statements and notes thereto as of December 31, 1996 and 1995 and for the years
then ended. The results of operations presented in the accompanying financial
statements are not necessarily representative of operations for an entire year.
2. SENIOR SUBORDINATED NOTES OFFERING:
------------------------------------
On May 19, 1997, the Company purchased certain assets of Jarad Broadcasting
Company of Pennsylvania, Inc., owner of radio station WDRE-FM, licensed to
Jenkintown, Pennsylvania, for approximately $16.0 million. In connection with
the purchase, the Company entered into a three-year noncompete agreement
totaling $4.0 million with the former owners. Following this acquisition, the
Company converted the call letters of radio station WDRE-FM to WPHI-FM.
To finance the WDRE-FM acquisition and to refinance certain other debt, the
Company issued approximately $85.5 million of 12% Senior Subordinated Notes due
2004. The notes were sold at a discount, with the net proceeds to the Company of
approximately $72.8 million. The notes pay cash interest at 7% per annum through
May 15, 2000, and at 12% thereafter. In connection with this debt offering, the
Company retired approximately $45.7 million of debt outstanding with the
proceeds from the offering. The Company also
8
<PAGE>
exchanged approximately $20.9 million of 15% Senior Cumulative Redeemable
Preferred Stock, which must be redeemed by May 24, 2005, for an equal amount of
the Company's then outstanding subordinated notes. In connection with these
refinancings, the Company recognized an extraordinary loss of approximately $2.0
million during the quarter ended June 29, 1997. Also in connection with the
conversion of the subordinated debt to preferred stock, the Company was
converted back to a C corporation for federal income tax purposes. In connection
with the conversion to a C corporation, in accordance with SEC Staff Accounting
Bulletin 4.B, the Company transferred the amount of the undistributed losses at
the date of conversion, up to the amount of additional paid-in capital at that
date, to additional paid-in capital. The Company recorded a 100% valuation
allowance on the income tax benefit generated from the losses after the
conversion, at the realization of the net operating loss carryforward it created
is not assured.
3. ACQUISITIONS:
-------------
On May 19, 1997, the Company acquired the broadcast assets of WDRE-FM
licensed to Jenkintown, Pennsylvania, for approximately $20 million. The Company
financed this purchase with a portion of the proceeds from the issuance of
approximately $85.5 million of 12% Senior Subordinated Notes Due 2004. The
Company assumed operational responsibility of WDRE-FM on February 8, 1997, under
a local marketing agreement with Jarad Broadcasting Company of Pennsylvania,
Inc. at which time the company changed the musical format of WDRE-FM from modern
rock to urban.
A portion of the proceeds from the 12% Senior Subordinated Notes discussed
above was also used to repay all indebtedness under the NationsBank credit
agreement. Concurrent with the issuance, the Company converted its subordinated
notes, consisting of approximately $17 million in principal and approximately
$3.9 million in accrued and unpaid interest, into Senior Cumulative Exchangeable
Redeemable Preferred Stock.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the unaudited
consolidated financial statements and notes thereto included in this Quarterly
Report and the audited financial statements and Management Discussion and
Analysis combined in the Company's Confidential Offering Circular dated May 14,
1997.
RESULTS OF OPERATIONS
- ---------------------
Comparison of periods ended June 29, 1997 to the periods ended June 30,
1996.
<TABLE>
<CAPTION>
Three months Three months Six months Six months
ended June 30, ended June 29, ended June 30, ended June 29,
1996 1997 1996 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net broadcast revenues $ 6,176,659 $ 7,703,455 $ 10,846,618 $ 13,236,002
------------- ------------- ------------- -------------
Operating expenses
excluding depreciation and
amortization 3,804,377 5,002,415 7,424,854 9,671,766
Depreciation and amortization 1,041,437 1,286,610 2,224,697 2,365,888
------------- ------------- ------------- -------------
Broadcast operating income 1,330,845 1,414,430 1,197,067 1,198,348
Interest expense 1,822,038 2,429,628 3,613,872 4,194,956
Other (income) expense, net (53,726) (87,021) (53,726) (107,385)
------------- ------------- ------------- -------------
Loss before provision for
income taxes (437,467) (928,177) (2,363,079) (2,889,223)
Provision for income taxes -- -- -- --
------------- ------------- ------------- -------------
Loss before extraordinary item (437,467) (928,177) (2,363,079) (2,889,223)
Extraordinary item - 1,985,229 - 1,985,229
------------- ------------- ------------- -------------
Net loss $ (437,467) $ (2,913,406) $ (2,363,079) $ (4,874,452)
============= ============= ============= =============
OTHER DATA:
Broadcast cash flow (a) $2,646,285 $ 3,086,208 $ 4,041,724 $ 4,644,517
Broadcast cash flow margin 42.8% 40.1% 37.3% 35.1%
Operating cash flow (b) $2,372,282 $ 2,701,040 $ 3,421,764 $ 3,564,236
Operating cash flow margin 38.4% 35.1% 31.6% 26.9%
Corporate Expenses $ 274,003 $ 385,168 $ 619,960 $ 1,080,281
</TABLE>
Net broadcast revenues increased to approximately $7.7 million for the
three months ended June 29, 1997 from approximately $6.2 million for the three
months ended June 30, 1996 or 24.2%. Net broadcast revenues increased to
approximately $13.2 million for the six months ended June 29, 1997 from
approximately $10.8 million for the six months ended June 30, 1996 or 22.2%.
These increases in net broadcast revenues were the result of the Company's
acquisition of radio station WPHI-FM in Philadelphia, Pennsylvania as well as
broadcast revenue growth in the Washington, DC and Baltimore, Maryland markets
as the Company benefited from ratings increases at its larger radio stations as
well as market industry growth.
Operating expenses excluding depreciation and amortization increased to
approximately $5.0 million for the three months ended June 29, 1997 from
approximately $3.8 million for the three months ended June 30, 1996 or 31.6%.
Operating expenses excluding depreciation and amortization increased to
approximately $9.7 million for the six months ended June 29, 1997 from
approximately $7.4 million for the six months ended June 30, 1996 or 31.1%.
These increases in expenses were attributable to disproportionately higher
expenses relative to revenues at the recently acquired Philadelphia radio
station, as well as to expenses driven by the revenue growth at the Company's
radio stations and increased overhead expenses related to operating a Company
with newly-created public reporting responsibility.
10
<PAGE>
Broadcast operating income increased to approximately $1.4 million for the
three months ended June 29, 1997 from approximately $1.3 million for the three
months ended June 30, 1996 or 7.7%. Operating income was unchanged at
approximately $1.2 million for the six months ended June 29, 1997 from the six
months ended June 30, 1996. This increase for the quarter and flat performance
for the year-to-date period is attributable to the increases in broadcast
revenues offset by higher operating expenses and higher depreciation and
amortization expenses as well start-up losses related to the Philadelphia
acquisition.
Interest expense increased to approximately $2.4 million for the three
months ended June 29, 1997 from approximately $1.8 million for the three months
ended June 30, 1996 or 33.3%. Interest expense increased to approximately $4.2
million for the six months ended June 29, 1997 from approximately $3.6 million
for the six months ended June 30, 1996 or 16.7%. These increases relate
primarily to the May 19, 1997 issuance of the Company's approximately $85.5
million in 12% Senior Subordinated Notes Due 2004 and the associated retirement
of the Company's outstanding indebtedness of approximately $45.7 million under
the Company's bank credit facility.
Other income increased to $87,021 for the three months ended June 29, 1997
from $53,726 for the three months ended June 30, 1996 or 62.0%. Other income
increased to $107,385 for the six months ended June 29, 1997 from $53,726 for
the six months ended June 30, 1996 or 100.0%. These increases were primarily
attributable to higher interest income due to higher cash balances associated
with the Company's cash flow growth and capital raised in the Company's high
yield debt offering.
Loss before provision for income taxes decreased to ($928,177) for the
three months ended June 29, 1997 from ($437,467) for the three months ended June
30, 1996. Loss before provision for income taxes decreased to approximately
($2.9) million for the six months ended June 29, 1997 from approximately ($2.4)
million for the six months ended June 30, 1996. These declines were due to the
higher interest expenses associated with the Company's recent high yield debt
offering.
Net income decreased to approximately ($2.9) million for the three months
ended June 29, 1997 from ($437,467) for the three months ended June 30, 1996.
Net income decreased to approximately ($4.9) million for the six months ended
June 29, 1997 from approximately ($2.4) million for the six months ended June
30, 1996. These declines were due to an approximately $2.0 million loss on the
early retirement of the indebtedness under the Company's bank credit facility
with the proceeds from the Company's recent high yield debt offering as well as
the conversion of the Company's then outstanding subordinated debt into Senior
Cumulative Redeemable Preferred Stock.
Broadcast cash flow increased to approximately $3.1 million for the three
months ended June 29, 1997 from approximately $2.6 million for the three months
ended June 30, 1996 or 19.2%. Broadcast cash flow increased to approximately
$4.6 million for the six months ended June 29, 1997 from approximately $4.0
million for the six months ended June 30, 1996 or 15.0%. These increases are
attributable to the increases in broadcast revenues partially offset by higher
operating expenses as described above.
Operating cash flow increased to approximately $2.7 million for the three
months ended June 29, 1997 from approximately $2.4 million for the three months
ended June 30, 1996 or 12.5%. Operating cash flow increased to approximately
$3.6 million for the six months ended June 29, 1997 from approximately $3.4
million for the six months ended June 30, 1996 or 5.9%. These increases are
attributable to the increases in broadcast revenues partially offset by higher
operating expenses and higher corporate expenses as described above.
(a) "Broadcast cash flow" is defined as broadcast operating income plus
corporate expenses and depreciation and amortization of both tangible and
intangible assets. The Company has presented broadcast cash flow data,
which the Company believes is comparable to the data provided by other
companies in the industry, because such data are commonly used as a measure
of performance for broadcast companies. However, broadcast cash flow does
not purport to represent cash provided by operating activities as reflected
in the Company's consolidated statements of cash flow, is not a measure of
financial performance under generally accepted accounting principles and
should not be considered in isolation or as a substitute for measure of
performance prepared in accordance with generally accepted accounting
principles. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
(b) "Operating cash flow" is defined as broadcast cash flow less corporate
expenses and is a commonly used measure of performance for broadcast
companies. Operating cash flow does not purport to represent cash provided
by operating activities as reflected in the Company's consolidated
statements of cash flow, is not
11
<PAGE>
a measure of financial performance under generally accepted accounting
principles and should not be considered in isolation or as a substitute for
measure of performance prepared in accordance with generally accepted
accounting principles.
LIQUIDITY AND CAPITAL RESOURCES
The capital structure of the Company consists of the Company's outstanding
long-term debt, preferred stock and stockholders' equity. The stockholders'
equity consists of common stock, additional paid-in capital and accumulated
deficit. The Company's balance of cash and cash equivalents was approximately
$1.7 million at December 31, 1996. The Company's balance of cash and cash
equivalents was approximately $8.8 million as of June 29, 1997. The Company's
primary source of liquidity is cash provided by operations.
Net cash flow from operating activities was flat at approximately $1.1
million for the six months ended June 29, 1997 from the six months ended June
30, 1996. Non cash expenses of depreciation and amortization increased to
approximately $2.4 million for the for the six months ended June 29, 1997 from
approximately $2.2 million for the six months ended June 30, 1996 or 9.1%. The
Company also realized an approximately $2.0 million non-cash loss on the
extinguishment of debt related to the refinancing of its bank credit facility
with proceeds from its high yield offering during the second quarter as well as
the conversion of the Company's then outstanding subordinated debt into Senior
Cumulative Redeemable Preferred Stock. This non-cash loss was offset by a larger
net loss for the six months ended June 29, 1997 relative to the prior year
period, leading to the flat net cash flow from operating activities from
year-to-year.
Net cash flow used in investing activities was approximately $19.8 million
for the six months ended June 29, 1997 compared to $107,625 for the six months
ended June 30, 1996. During the six months ended June 29, 1997 the Company
acquired radio station WPHI-FM in Philadelphia, Pennsylvania for approximately
$20.0 million and made purchases of capital equipment totaling $664,129. During
the six months ended June 30, 1996 the Company made purchases of capital
equipment totaling $107,625.
Net cash flow from financing activities was approximately $25.8 million for
the six months ended June 29, 1997. During the six months ended June 29, 1997,
the Company completed a high yield debt offering and raised net proceeds of
approximately $72.8 million. The Company used approximately $20.0 million of the
proceeds for an acquisition and approximately $45.7 million of the proceeds to
retire the outstanding indebtedness under the Company's bank credit facility
during the six months ended June 29, 1997. Net cash flow from financing
activities was approximately ($2.1) million for the six months ended June 30,
1996 which was the amount of the debt repayments made by the Company during that
period. As a result of the aforementioned, cash and cash equivalents increased
by approximately $7.1 million during the six months ended June 29, 1997 compared
to an approximately $1.1 million decrease during the six months ended June 30,
1996.
12
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
Incorporated by reference from footnote 2 of the Notes to Unaudited
Consolidated Financial Statements
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
13
<PAGE>
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.
RADIO ONE, INC.
/s/ Scott R. Royster
---------------------------------------------------------
August 12, 1997 Scott R. Royster
Executive Vice President and Chief Financial Officer
(Principal Accounting Officer)
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements of the Company for the three fiscal years
ended December 31, 1996 and for the the three months and six months ended June
30, 1996 and June 29, 1997, and is qualify in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C> <C> <C> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS 3-MOS 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1997 DEC-31-1996 DEC-31-1997
<PERIOD-START> JAN-01-1996 MAR-31-1996 MAR-31-1997 JAN-01-1996 JAN-01-1997
<PERIOD-END> DEC-31-1996 JUN-30-1996 JUN-29-1997 JUN-30-1996 JUN-29-1997
<EXCHANGE-RATE> 1 1 1 1 1
<CASH> 1,708,295 0 0 0 8,782,042
<SECURITIES> 0 0 0 0 0
<RECEIVABLES> 7,184,668 0 0 0 8,427,837
<ALLOWANCES> (765,200) 0 0 0 (953,042)
<INVENTORY> 0 0 0 0 0
<CURRENT-ASSETS> 8,244,788 0 0 0 16,588,217
<PP&E> 5,647,831 0 0 0 6,508,408
<DEPRECIATION> (2,640,827) 0 0 0 (2,986,708)
<TOTAL-ASSETS> 51,776,780 0 0 0 77,296,287
<CURRENT-LIABILITIES> 7,474,311 0 0 0 2,990,867
<BONDS> 64,936,511 0 0 0 73,251,615
0 0 0 0 0
0 0 0 0 20,931,013
<COMMON> 1 0 0 0 1
<OTHER-SE> (15,002,757) 0 0 0 (19,877,209)
<TOTAL-LIABILITY-AND-EQUITY> 51,776,780 0 0 0 77,296,287
<SALES> 0 7,084,742 8,827,680 12,359,503 15,126,031
<TOTAL-REVENUES> 0 7,084,742 8,827,680 12,359,503 15,126,031
<CGS> 0 (908,083) (1,124,225) (1,512,885) (1,890,029)
<TOTAL-COSTS> 0 (908,083) (1,124,225) (1,512,885) (1,890,029)
<OTHER-EXPENSES> 0 4,845,814 6,289,025 9,649,551 12,037,654
<LOSS-PROVISION> 0 332,452 312,296 472,553 524,360
<INTEREST-EXPENSE> 0 1,822,038 2,429,628 3,613,872 4,194,956
<INCOME-PRETAX> 0 (437,476) (928,177) (2,363,079) (2,889,223)
<INCOME-TAX> 0 0 0 0 0
<INCOME-CONTINUING> 0 (437,476) (928,177) (2,363,079) (2,889,223)
<DISCONTINUED> 0 0 0 0 0
<EXTRAORDINARY> 0 0 (1,985,229) 0 (1,985,229)
<CHANGES> 0 0 0 0 0
<NET-INCOME> 0 (437,476) (2,913,406) (2,363,079) (4,874,452)
<EPS-PRIMARY> 0 0 0 0 0
<EPS-DILUTED> 0 0 0 0 0
</TABLE>
