<PAGE>
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, 1998
OR
/ / 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 001-13715
BIG CITY RADIO, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 13-3790661
<S> <C>
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
11 SKYLINE DRIVE, HAWTHORNE, NEW YORK 10532
(Address and zip code of principal executive offices)
(914) 592-1071
(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 / /
THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF MAY 7, 1998 WAS
13,975,520.
<PAGE>
BIG CITY RADIO, INC.
PART 1 -- FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets.............................................................................. 2
Consolidated Statements of Operations.................................................................... 3
Consolidated Statements of Cash Flows.................................................................... 4
Consolidated Statement of Stockholders' Equity........................................................... 5
Notes to Consolidated Financial Statements............................................................... 6-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................................................ 9-14
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.................................................................................. 15
Item 2. Changes in Securities and Use of Proceeds.......................................................... 15
Item 3. Defaults Upon Senior Securities.................................................................... 15
Item 4. Submission of Matters to a Vote of Security Holders................................................ 15
Item 5. Other Information.................................................................................. 15
Item 6. Exhibits and Reports on Form 8-K................................................................... 15
Signatures............................................................................................... 16
</TABLE>
1
<PAGE>
PART 1 -- FINANCIAL INFORMATION
ITEM. 1 FINANCIAL STATEMENTS
BIG CITY RADIO, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1998 1997
-------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................................................... $ 88,755,000 $ 80,000
Accounts receivable, net of allowance of $213,000 and $189,000 in 1997 and 1998,
respectively.................................................................. 1,820,000 2,325,000
Prepaid expenses and other current assets....................................... 417,000 252,000
-------------- -------------
Total current assets.......................................................... 90,992,000 2,657,000
Property and equipment, net....................................................... 3,067,000 2,679,000
Intangibles, net.................................................................. 53,733,000 54,115,000
Deferred financing fees........................................................... 4,541,000 612,000
Other assets...................................................................... 72,000 45,000
-------------- -------------
Total assets.................................................................. $ 152,405,000 $ 60,108,000
-------------- -------------
-------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable................................................................ $ 1,097,000 $ 1,125,000
Accrued expenses................................................................ 2,058,000 1,383,000
Other current liabilities....................................................... 81,000 368,000
-------------- -------------
Total current liabilities..................................................... 3,236,000 2,876,000
-------------- -------------
Notes payable
Senior Discount Notes........................................................... 125,900,000 --
Long term debt.................................................................. -- 30,100,000
Deferred income tax liabilities................................................... 1,523,000 2,100,000
Stockholders' Equity:
Preferred stock $.01 par value. Authorized 20,000,000 shares; zero shares issued
and outstanding............................................................... -- --
Common Stock, Class A, $.01 par value. Authorized 80,000,000 shares; issued and
outstanding 5,725,062 shares.................................................. 57,000 57,000
Common Stock, Class B, $.01 par value. Authorized 20,000,000 shares; issued and
outstanding 8,250,458 shares.................................................. 83,000 83,000
Additional paid-in capital...................................................... 27,024,000 27,024,000
Deficit......................................................................... (5,418,000) (2,132,000)
-------------- -------------
Net Stockholders' Equity........................................................ 21,746,000 25,032,000
-------------- -------------
Total liabilities and Stockholder's Equity........................................ $ 152,405,000 $ 60,108,000
-------------- -------------
-------------- -------------
</TABLE>
2
<PAGE>
BIG CITY RADIO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AND 1998
<TABLE>
<CAPTION>
1998 1997
------------- -------------
<S> <C> <C>
Gross revenues...................................................................... $ 2,658,000 $ 2,098,000
Less: commissions and fees........................................................ 259,000 228,000
------------- -------------
Net revenues.................................................................... 2,399,000 1,870,000
Operating expenses
Station operating expenses, excluding depreciation and amortization............... 3,502,000 3,430,000
Corporate, general and administrative expenses.................................... 570,000 334,000
Depreciation and amortization..................................................... 576,000 319,000
------------- -------------
Total operating expenses........................................................ 4,648,000 4,083,000
------------- -------------
Operating loss................................................................ (2,249,000) (2,213,000)
------------- -------------
Other income (expenses):
Interest expense, net............................................................. (995,000) (818,000)
Other, net........................................................................ (37,000) 28,000
------------- -------------
Total other expenses............................................................ (1,032,000) (790,000)
------------- -------------
Loss before benefit from income taxes and extraordinary loss.................... (3,281,000) (3,003,000)
Income tax benefit................................................................ 490,000 --
------------- -------------
Loss before extraordinary loss.................................................... (2,791,000) (3,003,000)
Extraordinary loss on extinguishment of debt, net of income taxes................. 495,000 --
------------- -------------
Net loss.......................................................................... $ (3,286,000) $ (3,003,000)
------------- -------------
------------- -------------
Basic and diluted loss per share:
Loss before extraordinary item.................................................. $ (0.20) $ (0.32)
Extraordinary item.............................................................. (0.04) --
------------- -------------
Net loss.......................................................................... $ (0.24) $ (0.32)
------------- -------------
------------- -------------
Weighted average shares outstanding............................................... 13,975,520 9,375,520
------------- -------------
------------- -------------
</TABLE>
3
<PAGE>
BIG CITY RADIO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1997 AND 1998
<TABLE>
<CAPTION>
1998 1997
-------------- -------------
<S> <C> <C>
Cash flows from operating activities
Net loss......................................................................... $ (3,286,000) $ 3,003,000
Adjustments to reconcile net loss to net cash used
in operating activities........................................................
Depreciation and amortization.................................................... 576,000 319,000
Non cash interest................................................................ 545,000 27,000
Deferred income taxes............................................................ (577,000) --
Extraordinary loss on extinguishment of debt..................................... 582,000 --
Change in operating assets and liabilities
Increase (decrease) in assets:
Account receivable........................................................... 505,000 (198,000)
Prepaid expenses and other current assets.................................... (165,000) (112,000)
Other assets................................................................. (27,000) (86,000)
Increase (decrease) in liabilities:
Accounts payable............................................................. (28,000) (144,000)
Accrued expenses............................................................. 675,000 1,113,000
Other liabilities............................................................ (288,000) (562,000)
-------------- -------------
Net cash used in operating activities...................................... (1,488,000) (2,646,000)
-------------- -------------
Cash flows from investing activities:
Purchase of property and equipment............................................. (545,000) (183,000)
-------------- -------------
Net cash used in investing activities...................................... (545,000) (183,000)
-------------- -------------
Cash flows from financing activities:
Loans from stockholders........................................................ -- 202,000
Proceeds from offering of Senior Discount Notes
net of discount and fees of $4,568,000....................................... 120,808,000 --
Drawdown on credit facility.................................................... 2,700,000 2,600,000
Repayment of existing credit facility.......................................... (32,800,000) --
-------------- -------------
Net cash provided by financing activities.................................. 90,708,000 2,802,000
-------------- -------------
Change in cash and cash equivalents........................................ 88,675,000 (27,000)
Cash and cash equivalents at beginning of period........................... 80,000 234,000
-------------- -------------
Cash and cash equivalents at end of period................................. $ 88,755,000 $ 207,000
-------------- -------------
-------------- -------------
</TABLE>
4
<PAGE>
BIG CITY RADIO, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
------------------------ PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
------------ ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997.............. 13,975,520 $ 140,000 $ 27,024,000 $ (2,132,000) $ 25,032,000
Net loss.................................. (3,286,000) (3,286,000)
------------ ---------- ------------- ------------- -------------
Balance at March 31, 1998................. 13,975,520 $ 140,000 $ 27,024,000 $ (5,418,000) $ 21,746,000
------------ ---------- ------------- ------------- -------------
------------ ---------- ------------- ------------- -------------
</TABLE>
5
<PAGE>
BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying interim consolidated financial statements include the
accounts of Big City Radio, Inc. and all its subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
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
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The accompanying interim consolidated financial statements have been
prepared without audit pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations although the Company believes that the disclosures made are adequate
to make the information presented not misleading. These financial statements
should be read in conjunction with the consolidated financial statements and
related footnotes included in the Company's Form 10-K/A for the year ended
December 31, 1997 (the "1997 Form 10-K"). In the opinion of management all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the financial position of the Company as of March 31, 1998, the
results of its operations and its cash flows for the three-month periods ended
March 31, 1998 and 1997, have been included. The results of operations for the
interim period are not necessarily indicative of the results which may be
realized for the full year.
2. EARNINGS PER SHARE
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share," is effective for financial statements issued for periods ending after
December 15, 1997. SFAS No. 128 replaces Accounting Principles Board Opinion
(APB) No. 15 and simplifies the computation of earnings per share (EPS) by
replacing the presentation of primary EPS with a presentation of basic EPS.
Basic EPS includes no dilution and is computed by dividing income available to
common stockholders by the weighted average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution from securities that
could share in the earnings of the Company, similar to fully diluted EPS under
APB No. 15. The statement requires dual presentation of basic and diluted EPS by
entities with complex capital structures. The Company adopted SFAS No. 128 for
the financial statements ended December 31, 1997. The Company had for the three
months ended March 31, 1997 and 1998 potentially dilutive shares of Common Stock
of 0 and 572,500 which were not included in the computation of diluted EPS
because to do so would have been antidilutive.
3. REPORTING COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income." This statement, which establishes standards
for reporting and disclosure of comprehensive income, is effective for interim
and annual periods beginning after December 15, 1997, although earlier adoption
is permitted. Reclassification of financial information for earlier periods
presented for comparative purposes is required under SFAS No. 130. The Company
has adopted SFAS No. 130 effective January 1, 1998 and its adoption has not had
any impact on the Company's consolidated financial position or results of
operations.
6
<PAGE>
BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. RECENT DEVELOPMENTS
INITIAL PUBLIC OFFERING
The Company successfully completed the initial public offering (the "Initial
Public Offering" or "IPO") of 4,600,000 shares of Common Stock on December 24,
1997 at an offering price of $7.00 per share, generating $28.5 million of net
proceeds for the Company which were used by the Company to repay outstanding
indebtedness under its then existing Credit Facility (the "Old Credit
Facility"). In connection with the consummation of the Initial Public Offering,
the Company changed its fiscal year-end from September 30 to December 31. In
addition, simultaneously with the consummation of the Initial Public Offering,
Stuart and Anita Subotnick (the "Principal Stockholders") contributed
approximately $13.3 million of stockholder loans to the Company (the "Equity
Contribution"), the Company reclassified each share of its then-existing common
stock (the "Old Common Stock") into 7,610 shares of Class A Common Stock, and
the Principal Stockholders exchanged their shares of Class A Common Stock for
shares of Class B Common Stock, par value $.01 per share (the "Class B Common
Stock") (collectively, the "Reclassification"). Each share of Class A Common
Stock entitles its holder to one vote per share on all matters voted upon by the
Company's stockholders, whereas each share of Class B Common Stock entitles its
holder to ten votes per share on all matters voted upon by the Company's
stockholders. In addition, holders of Class B Common Stock vote as a separate
class to elect up to 75% of the members of the Company's Board of Directors.
Each share of Class B Common Stock is convertible at any time into one share of
Class A Common Stock. The Principal Stockholders own all of the outstanding
shares of Class B Common Stock.
OFFERING OF SENIOR DISCOUNT NOTES
The Company completed a private placement of $174.0 million aggregate
principal amount 11 1/4% Senior Discount Notes due 2005 (the "Notes") on March
17, 1998 (the "Notes Offering"), generating approximately $125.4 million of
gross proceeds for the Company of which the Company used approximately $32.8
million to repay outstanding indebtedness under its Old Credit Facility. The
Company intends to use the remaining proceeds of the Notes Offering to finance
the acquisition costs of radio station properties and for general working
capital purposes. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources".
5. SUBSEQUENT EVENTS
On April 20, 1998, the Company signed agreements to acquire substantially
all of the assets of four radio stations in Chicago (WLRT-FM, Kankakee, Ill.,
WCBR-FM, Arlington Heights, Ill, and WDEK-FM and WLBK-AM, DeKalb, Ill.) It is
the Company's intention that certain of these stations will be reconfigured and
resold immediately following the closing of the acquisitions.
On April 27, 1998, the Company signed an agreement to acquire all of the
stock of Radio New Jersey, owner of the FCC licenses of WRNJ-FM, Belvidere, NJ
and WRNJ-AM, Hackettstown, NJ. Simultaneously with this acquisition agreement,
the Company agreed to sell substantially all of the assets of WRNJ-AM to one of
the previous stockholders of Radio New Jersey.
The consummation of the above acquisitions remains subject to a number of
significant conditions to closing, including the consent of the FCC to the
assignment of these stations' FCC licenses and, in the case of the New Jersey
stations, the consent of the FCC for the transfer of control from Radio New
Jersey, to
7
<PAGE>
BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. SUBSEQUENT EVENTS (CONTINUED)
the Company. The results of operations of the assets of the radio stations to be
retained will be included in the Company's consolidated financial statements
following the closing dates of the transactions.
SUBSIDIARY GUARANTORS
Pursuant to the terms of the indenture relating to the 11.25% Senior
Discount Notes due 2005 (the "Indenture"), the direct subsidiaries of Big City
Radio, Inc.--consisting of Odyssey Traveling Billboards, Inc., Big City
Radio-NYC, L.L.C., Big City Radio-LA, L.L.C., Big City Radio-CHI, L.L.C., and
WRKL Rockland Radio, L.L.C. (collectively, the Subsidiary Guarantors)--have,
jointly and severally, fully and unconditionally guaranteed the obligations of
Big City Radio, Inc. with respect to these Notes.
All of the Subsidiary Guarantors except Odyssey Traveling Billboards, Inc.
(the "Station Subsidiaries"), were created in December 1997 as special purpose
Delaware limited liability companies formed at the request of the lenders under
the Credit Facility for the sole purpose of facilitating the Credit Facility by
holding the Company's Federal Communications Commission ("FCC") radio licenses.
The operating agreements for the Station Subsidiaries limit the activities of
these companies to owning the FCC radio licenses. Odyssey Traveling Billboards,
Inc. ("Odyssey") owns and operates certain vehicles used to advertise for the
Company's radio stations. Becasue the Station Subsidiaries have entered into
assignment and use agreements with the Company whereby the Company manages and
directs the day-to-day operations of the radio stations, pays all expenses and
capital costs incurred in operating the radio stations, and retains all
advertising and other receipts collected in operating the radio stations, and
retains all advertising and other receipts collected in operating the radio
stations, the Station Subsidiaries have no income or expenses other than the
amortization of the FCC licenses. Odyssey is similarly a special purpose
corporation with no income and only expenses.
The covenants in the Notes, the Indenture and the Revolving Credit Facility
do not restrict the ability of the Station Subsidiaries to make cash
distributions to the Company.
Accordingly, set forth below is certain summarized financial information
(within the meaning of Section 1-02(bb) of Regulation S-X) for the Subsidiary
Guarantors, as of and for the three months ended March 31, 1998 and 1997 on an
as if pooling basis given the common control relationship of Big City Radio and
the Subsidiary Guarantors.
<TABLE>
<CAPTION>
1998 1997
------------ -------------
<S> <C> <C>
Current assets....................................................................... -- --
Noncurrent assets.................................................................... 53,727,000 28,774,000
Current liabilities.................................................................. -- --
Noncurrent liabilities............................................................... -- --
Net sales............................................................................ -- --
Costs and Expenses................................................................... -- --
Depreciation and Amortization........................................................ 360,000 238,000
Net Loss............................................................................. (360,000) (238,000)
</TABLE>
The summarized financial information for the Subsidiary Guarantors has been
prepared from the books and records maintained by the Subsidiary Guarantors and
the Company. The summarized financial information may not necessarily be
indicative of the results of operations or financial position had the Subsidiary
Guarantors operated as independent entities.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Certain information included herein contains statements that constitute
"forward-looking statements" containing certain risks and uncertainties. See
"Special Note Regarding Forward-Looking Statements".
GENERAL
The Company owns and operates three FM radio stations in Los Angeles,
KLYY-FM, KSYY-FM, and KVYY-FM, all trimulcasting on 107.1 FM to form "Southern
California's Modern Rock Y-107". These stations were acquired in 1996.
In the New York area, the Company owns and operates WWVY-FM, WWXY-FM, and
WWZY-FM, all trimulcasting on 107.1 FM to form "New Country Y-107". The New
Country Y-107 trimulcast began on December 30, 1996. WWVY-FM and WWZY-FM were
operated under Local Marketing Agreements ("LMAs") throughout the periods from
January 1, 1997 to April 1, 1997 and June 5, 1997, respectively.
In Chicago the Company owns and operates WXXY-FM and WYXX-FM, both
simulcasting on 103.1 FM as "FM 103.1 Chicago Heart and Soul". These stations
were acquired on August 8, 1997, but were operated as stand-alone,
brokered-programming FM, and leased to the previous owner under a LMA agreement,
respectively, until the Company commenced operation of "FM 103.1 Chicago Heart
and Soul" in early February 1998.
On April 20, 1998, the Company signed agreements to acquire substantially
all of the assets of four radio stations in Chicago (WLRT-FM, Kankakee, Ill.,
WCBR-FM, Arlington Heights, Ill., and WDEK-FM and WLBK-AM, DeKalb, Ill.) It is
the Company's intention that certain of these stations will be reconfigured and
resold immediately following the closing of the acquisitions.
On April 27, 1998, the Company signed an agreement to acquire all of the
stock of Radio New Jersey, owner of the FCC licenses of WRNJ-FM, Belvidere, NJ
and WRNJ-AM, Hackettstown, NJ. Simultaneously with this agreement, the Company
agreed to sell substantially all of the assets of WRNJ-AM to one of the previous
stockholders of Radio New Jersey. The remaining WRNJ-FM operates on 107.1 FM and
was added to the Company's New Country Y-107 trimulcast under a LMA agreement,
effective April 28, 1998.
RESULTS OF OPERATIONS
The Company's financial results are dependent on a number of factors,
including the general strength of the local and national economies, local market
competition, the relative efficiency and effectiveness of radio broadcasting
compared to other advertising media, government regulation and policies and the
Company's ability to provide popular programming.
The Company's primary source of revenue is the sale of advertising. Each
station's total revenue is determined by the number of advertisements aired by
the station and the advertising rates that the station is able to charge.
Given the fact that the Company's strategy involves developing a brand new
metropolitan area radio station, the initial revenue base is zero and subject to
factors other than ratings and radio broadcasting seasonality. After the
start-up period, as is typical in the radio broadcasting industry, the Company's
first calendar quarter generally will produce the lowest revenues for the year,
and the fourth quarter generally will produce 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 produce commensurate revenues
in the period in which the expenses are incurred.
9
<PAGE>
THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997.
NET REVENUES in the three months ended March 31, 1998 were $2,399,000 as
compared to $1,870,000 for the three months ended March 31, 1997, an increase of
$529,000, or 28%. This increase was due primarily to increases in the net
revenues of Y-107 LA and Y-107 NY in the three months ended March 31, 1998 when
compared to the corresponding period of the prior year.
STATION OPERATING EXPENSES EXCLUDING DEPRECIATION AND AMORTIZATION in the
three months ended March 31, 1998 were $3,502,000 as compared to $3,430,000 for
the three months ended March 31, 1997, an increase of $72,000, or 2%. This
increase was due principally to (i) FM 103.1 Chicago Heart and Soul commencing
operations in early February 1998 resulting in $319,000 of station operating
expenses in Chicago for the three months ended March 31, 1998, and (ii) small
increases in station operating expenses at Y-107 LA and WRKL-AM. These increases
were offset by a reduction in the station operating expenses of Y-107 NY in the
three months ended March 31, 1998, primarily due to the fact that Y-107 NY
incurred $355,000 of LMA fees in the three months ended March 31, 1997.
CORPORATE, GENERAL AND ADMINISTRATIVE EXPENSES in the three months ended
March 31, 1998 were $570,000 as compared to $334,000 for the three months ended
March 31, 1997, an increase of $236,000, or 71%. This increase was due primarily
to increased administrative expenses to support the growth of the company.
DEPRECIATION AND AMORTIZATION EXPENSES in the three months ended March 31,
1998 were $576,000 as compared to $319,000 for the three months ended March 31,
1997, an increase of $257,000 or 81%. This increase was due primarily to the
amortization of intangibles and depreciation of capital assets of the Chicago
stations and two of the three Y-107 NY stations, all of which were acquired
after March 31, 1997.
INTEREST EXPENSE NET OF INTEREST INCOME in the three months ended March 31,
1998 was $995,000 as compared to $818,000 for the three months ended March 31,
1997, an increase of $177,000, or 22%. This increase reflects increased
borrowings under the Old Credit Facility made to fund the Company's Chicago and
New York acquisitions, and the replacement of these borrowings by the funds
raised with the issuance of the Notes on March 17, 1998. In the three months
ended March 31, 1998 and 1997, the average outstanding total debt for the
Company was $46,664,000 and $42,377,000, respectively. The average rate of
interest on the outstanding debt was 9.4% and 7.9% respectively. The Company
expects interest expense to increase substantially in the future due to the
issuance of the Notes.
NET LOSSES in the three months ended March 31, 1998 were $3,286,000 as
compared to $3,003,000 for the three months ended March 31, 1997. The increase
in the net loss of $283,000 was primarily attributable to (a) higher
depreciation and amortization expenses, corporate general and administrative
expenses, and interest expense incurred as part of the radio station
acquisitions and growth of the Company and (b) the extraordinary loss on the
extinguishment of debt net of income taxes of $495,000, offset by increased net
revenues and a tax benefit in the three months ended March 31, 1998 of $490,000.
LIQUIDITY AND CAPITAL RESOURCES
The Company has reported net losses since inception primarily due to
broadcast cash flow deficits characteristic of the start up of Y-107 LA and
Y-107 NY, and depreciation and amortization charges relating to the Company's
acquisition of radio stations, as well as interest charges on its outstanding
debt. In addition, because its broadcast properties are in the early stages of
development, the Company expects to generate significant net losses as it
continues to expand its presence in major markets. Accordingly, the Company
expects to generate consolidated net losses for the foreseeable future. As a
result, working capital needs have been met by borrowings, including loans from
the Principal Stockholders (which borrowings were contributed to the capital of
the Company immediately prior to the consummation of the Initial Public
Offering) and borrowings under the Old Credit Facility. The Company has entered
into employment contracts with thirteen individuals comprised of mainly officers
and senior management that
10
<PAGE>
provide for minimum salaries and incentives based upon specified levels of
performance. The minimum payments under these contracts are $1,295,000 in 1998,
$470,000 in 1999 and $300,000 in 2000.
The Company has never paid cash or stock dividends on shares of common
stock. The Company will continue to report net losses throughout the start up
period for the Chicago Stations. Furthermore, it intends to retain future
earnings for use in its business and does not anticipate paying dividends on
shares of its Common Stock in the foreseeable future.
CASH FLOWS FROM OPERATING ACTIVITIES
In both the three months ended March 31, 1997 and 1998, the Company reported
cash used in operations. In the three months ended March 31, 1997 this negative
cash flow was predominantly due to the funding of the start-up operations of
Y-107 NY, together with interest expense from increased borrowings under the Old
Credit Facility. In the three months ended March 31, 1998 the deficit was
predominantly due to the start-up operating losses of Y-107 NY and FM 103.1
Chicago, together with interest expense on borrowings under the Old Credit
Facility to finance the Company's radio station acquisitions. The reduction in
cash used in operations for the three months ended March 31, 1998 when compared
to the three months ended March 31, 1997 was due primarily to (i) a reduction in
net cash interest expense as a result of issuance of the Notes on March 17, 1998
to retire the Old Credit Facility, and (ii) a net reduction of approximately
$700,000 in the funding of accounts receivable between the periods.
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (excluding acquisitions of radio stations) were
$183,000 and $545,000 for the three months ended March 31, 1997 and 1998
respectively. These expenditures primarily reflect costs associated with the
increase in the power of certain of the Company's radio stations to the six
kilowatt level and other technical improvements at the Company's stations, the
upgrade and expansion of the studio and broadcast facilities, computer support
equipment, and the purchase of promotional vehicles for the newly formed
trimulcast stations. The Company has to date spent less than $250,000 per
station group for the upgrades and other technical improvements associated with
the implementation of its STMC-TM- concept for power increases at such station
groups.
CASH FLOWS FROM FINANCING ACTIVITIES
Under the terms of the Old Credit Facility, the Company had a $35.0 million
reducing revolving loan facility, of which amount Mr. Subotnick had guaranteed
the payment of up to $6.0 million. The amounts outstanding under the Old Credit
Facility were repaid with the proceeds of the Notes Offering on March 17, 1998.
The Company completed a private placement of $174.0 million aggregate
principal amount of Notes on March 17, 1998, generating approximately $125.4
million of gross proceeds for the Company of which the Company used
approximately $32.8 million to repay outstanding indebtedness under its Old
Credit Facility. The Company intends to use the remaining proceeds of the Notes
Offering to finance the acquisition costs of radio station properties and for
general working capital purposes.
The Notes were issued at an original issue discount and will accrete in
value until March 15, 2001 at a rate of 11 1/4% per annum, compounded
semi-annually, to an aggregate principal amount of $174.0 million. Cash interest
will not accrue on the Notes prior to March 15, 2001. Thereafter, interest on
the Notes will accrue at a rate of 11 1/4% per annum and will be payable in cash
semi-annually, commencing September 15, 2001. The Notes will mature on March 14,
2005 but may be redeemed after March 15, 2001 at the option of the Company, in
whole or in part at a redemption price of 105.625%, 102.813% or 100.000% if
redeemed during the 12-month period commencing on March 15, 2002, 2003 and 2004,
respectively. In addition, up to 33 1/3% of the original principal amount of the
Notes may be redeemed at the option of the Company
11
<PAGE>
prior to March 15, 2001 at a redemption price equal to 111.25% of the accreted
value of the Notes with net cash proceeds of one or more equity offerings of the
Company so long as there is a public market for the Class A Common Stock at the
time of such redemption and provided that at least 66 2/3% of the original
principal amount of the Notes remains outstanding.
Holders of the Notes have the right to require the Company to repurchase
their Notes upon a "change of control" of the Company, at a price equal to 101%
of the accreted value of the Notes if such repurchase occurs prior to March 15,
2001 or 101% of the principal amount of such Notes if such repurchase occurs
thereafter, plus accrued and unpaid interest, if any, to the purchase date. A
"change of control" for purposes of the Notes is deemed to occur (i) when any
person other than the Principal Stockholders, the management and their
affiliates (the "Permitted Holders"), becomes the owner of more than 35% of the
total voting power of the Company's stock and the Permitted Holders own in the
aggregate a lesser percentage of such voting power and do not have the right or
ability to elect a majority of the Board of Directors, (ii) when the Board of
Directors does not consist of a majority of continuing directors, (iii) upon the
occurrence of a sale or transfer of all or substantially all of the assets of
the Company taken as a whole, or (iv) upon the adoption by the stockholders of a
plan for the liquidation or dissolution of the Company.
Payments under the Notes are guaranteed on a senior unsecured basis by the
Company's Restricted Subsidiaries, as defined in the Indenture governing the
Notes; as of May 11, 1998, all of the Company's subsidiaries were Restricted
Subsidiaries. The Notes contain certain financial and operational covenants and
other restrictions with which the Company and its Restricted Subsidiaries must
comply, including restrictions on the incurrence of additional indebtedness,
investments, payment of dividends on and redemption of capital stock and the
redemption of certain subordinated obligations, sales of assets and the use of
proceeds therefrom, transactions with affiliates, creation and existence of
liens, the types of businesses in which the Company may operate, asset swaps,
restriction on distributions from Restricted Subsidiaries, sales of capital
stock of Restricted Subsidiaries and consolidations, mergers and transfers of
all or substantially all of the Company's assets. The covenants, in the Notes,
the Indenture and the Revolving Credit Facility (as defined below) do not
restrict the ability of the Company's Restricted Subsidiaries to make cash
distributions to the Company. The Company is currently in compliance with all
covenants and other restrictions under the Notes and anticipates that it will
continue to meet the requirements of the Notes.
The Notes contain customary events of default including payment defaults and
default in the performance of other covenants, certain bankruptcy defaults,
judgment and cross defaults, and failure of a subsidiary guarantee to be in full
force and effect.
In connection with the consummation of the Notes Offering, the Company
entered into the Revolving Credit Facility with The Chase Manhattan Bank
("Chase") providing for up to $15.0 million of availability, based upon a
multiple of the Company's Los Angeles Stations' cash flow. The Revolving Credit
Facility will mature on the fifth anniversary of March 17, 1998 and amounts
outstanding under the Revolving Credit Facility will bear interest at an
applicable margin plus, at the Company's option, Chase's prime rate (in which
case the applicable margin will initially be 2.00% subject to reduction upon
obtaining performance criteria based on the Company's leverage ratio). The
Company's obligations under the Revolving Credit Facility are secured by a
pledge of substantially all of the Company's and its Restricted Subsidiaries'
assets. The Company will pay a fee of 0.5 percent per annum, on the aggregate
unused portion of the facility.
The Revolving Credit Facility contains certain financial and operational
covenants and other restrictions with which the Company must comply, including,
among others, limitations on capital expenditures, the incurrence of additional
indebtedness, restrictions on sales of assets, restrictions on the use of
borrowings, limitations on paying cash dividends and redeeming or repurchasing
capital stock of the Company or the Notes, and requirements to maintain certain
minimum interest coverage ratios. The
12
<PAGE>
Company is currently in compliance with all covenants and other restrictions
under the Revolving Credit Facility and anticipates that it will continue to
meet the requirements of the Revolving Credit Facility.
The Revolving Credit Facility contains customary events of default,
including material misrepresentations, payment defaults and default in the
performance of other covenants, certain bankruptcy and ERISA defaults, judgment
and cross defaults, revocation of any of the Company's broadcast licenses and
change in control. The Revolving Credit Facility also provides that an event of
default will occur upon the occurrence of a "change of control" as defined in
the Revolving Credit Facility. For purposes of the Revolving Credit Facility, a
change of control will occur when (i) any person or group other than the
Principal Stockholders and their affiliates obtains the power to elect a
majority of the Board of Directors, (ii) the Company fails to own 100% of the
capital stock of its subsidiaries owning any of the FCC broadcast licenses, or
(iii) the Board of Directors does not consist of a majority of continuing
directors, as defined.
The Company is actively reviewing potential STMC-TM-, and other station
acquisition candidates. As of the date of this report, the Company has no
binding commitments for any such acquisitions, except for those detailed in
footnote 5, "Subsequent Events." After giving effect to the Notes Offering and
application of net proceeds therefrom, the Company had available approximately
$88.8 million of cash on hand at March 31, 1998 and up to $15.0 million of
borrowing capacity under the Revolving Credit Facility, which can be used for
working capital purposes, including financing any such acquisitions. Cash on
hand and amounts available under the Revolving Credit Facility may not be
sufficient to support the Company's growth strategy and as a result the Company
may require additional debt or equity financing in order to acquire additional
radio stations and accomplish its long-term business strategies. There can be no
assurance that any such financing will be available or available on acceptable
terms. In addition, because of the Company's substantial indebtedness, a
significant portion of the Company's broadcast cash flow will be required for
debt service.
The Company anticipates that the net proceeds of the Notes Offering, its
available borrowing capacity and its broadcast cash flow from operations will be
sufficient to finance its capital expenditure programs, as well as existing
operational and debt service requirements, through December 31, 1998. Management
believes that its long term liquidity needs will be satisfied through a
combination of (i) the Company's successful implementation and execution of its
growth strategy to acquire and build a major market broadcast group; and (ii)
the Company's properties achieving positive operating results and cash flows
through revenue growth and control of operating expenses. If the Company is
unable successfully to implement its strategy, the Company may be required to
obtain additional financing through public or private sale of debt or equity
securities of the Company or otherwise restructure its capitalization.
YEAR 2000
Some of the Company's older computer programs were written using two digits
rather than four to define the application year. As a result, those computer
programs each have time-sensitive softwares that recognize a date using "00" as
the year 1900 rather than the year 2000. This could cause system failure or
miscalculations causing disruptions of operations, including, among other
things, temporary inability to process transactions, send invoices, or engage in
similar normal business activities.
The Company has completed the review of its systems and has initiated formal
communications with all of its significant suppliers and large customers to
determine the extent to which the Company's interface systems are vulnerable to
those third parties' failure to remedy their own year 2000 issues. All of the
systems tested and a majority of the third parties reviewed to date are year
2000 compliant. Year 2000 costs are not expected to have a material impact on
the Company's ongoing results of operations. There is no guarantee that the
systems of other companies on which the Company's systems rely will be timely
converted and would not have an adverse effect on the Company' systems.
13
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this report, including those utilizing phrases "will,"
"expects," "intends," "estimates," "contemplates," and similar phrases, are
"forward-looking" statements (as such term is defined in Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") including
statements regarding, among other items, (i) the Company's growth strategy, (ii)
the Company's intention to acquire additional radio stations and to enter
additional markets, including its ability to do so at attractive valuations,
(iii) the Company's expectation of improving the coverage areas of its radio
stations, and (iv) the Company's ability to successfully implement its business
strategy. Certain, but not necessarily all, of such forward-looking statements
can be identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "should," or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy that involve risks and other factors which may cause the actual
results, performance and achievements of the Company and its subsidiaries to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
but are not limited to, the following: (i) changes in the Company's competitors,
(ii) changes in the regulatory framework, (iii) changes in audience tastes, and
(iv) changes in the economic conditions of local markets. Other factors which
may materially affect actual results include, among others, the following:
general economic and business conditions, industry capacity, demographic
changes, changes in political, social and economic conditions and various other
factors beyond the Company's control. The Company does not undertake and
specifically declines any obligation to publicly release the results of any
revisions which may be made to any forward-looking statements to reflect events
or circumstances after the date of such statements or to reflect the occurrence
of anticipated or unanticipated events.
14
<PAGE>
PART II -- OTHER INFORMATION
ITEM 1 -- LEGAL PROCEEDINGS
The Company is involved in litigation from time to time in the ordinary
course of its business. In Management's opinion, the outcome of all pending
legal proceedings, individually and in the aggregate, will not have a material
adverse effect on the Company.
ITEM 2 -- CHANGES IN SECURITIES AND USE OF PROCEEDS
On March 17, 1998, the Company completed a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended, of $174.0 million aggregate principal amount at maturity of 11 1/4%
Senior Discount Notes due 2005. The Company paid approximately $3,761,880
(2.162% per note) in discounts to the initial purchasers of the Notes. The Notes
Offering generated approximately $125.4 million of gross proceeds for the
Company of which the Company used approximately $32.8 million to repay
outstanding indebtedness under its Old Credit Facility. The Company intends to
use the remaining proceeds of this offering to finance the acquisition costs of
radio station properties and for general working capital purposes.
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
(a) Exhibits
Exhibit Number
11 *Computation of Earnings Per Share
27 *Financial Data Schedule for the period ended March 31, 1998
(b) Reports on Form 8-K
No reports were filed during the quarter for which this report was filed.
- ------------------------
* Filed herewith
15
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
<TABLE>
<S> <C> <C>
BIG CITY RADIO, INC.
By: /s/ PAUL R. THOMSON
-----------------------------------------
Paul R. Thomson
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND TREASURER
</TABLE>
Dated: May 15, 1998
16
<PAGE>
EXHIBIT 11
BIG CITY RADIO, INC.
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
----------------------------
<S> <C> <C>
1998 1997
------------- -------------
Net loss.......................................................................... $ (3,286,000) $ (3,003,000)
------------- -------------
------------- -------------
Weighted average number of shares outstanding--Basic Weighted average number of
common shares outstanding....................................................... 13,975,520 9,375,520
Dilutive effect of stock options after application of treasury stock method
------------- -------------
Weighted average number of shares outstanding..................................... 13,975,520 9,375,520
------------- -------------
------------- -------------
Net loss per share:
Basic (a)..................................................................... $ (0.24) $ (0.32)
------------- -------------
------------- -------------
</TABLE>
- ------------------------
(a) In calculating diluted earnings per share, no potential shares of common
stock are to be included in the computation of diluted earnings per share
when a loss from continuing operations available to common stockholders
exists. For the three months ended March 31, 1998, the Company had a loss
from continuing operations.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BIG CITY
RADIO, INC FIRST QUARTER 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 88755
<SECURITIES> 0
<RECEIVABLES> 2009
<ALLOWANCES> (189)
<INVENTORY> 0
<CURRENT-ASSETS> 90992
<PP&E> 4052
<DEPRECIATION> (985)
<TOTAL-ASSETS> 152405
<CURRENT-LIABILITIES> 3236
<BONDS> 125900
0
0
<COMMON> 140
<OTHER-SE> 21606
<TOTAL-LIABILITY-AND-EQUITY> 152405
<SALES> 0
<TOTAL-REVENUES> 2399
<CGS> 0
<TOTAL-COSTS> 4648
<OTHER-EXPENSES> 37
<LOSS-PROVISION> 24
<INTEREST-EXPENSE> 995
<INCOME-PRETAX> (3281)
<INCOME-TAX> (490)
<INCOME-CONTINUING> (2791)
<DISCONTINUED> 0
<EXTRAORDINARY> 495
<CHANGES> 0
<NET-INCOME> (3286)
<EPS-PRIMARY> (0.24)
<EPS-DILUTED> 0
</TABLE>
