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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 PERIOD ENDED JUNE 30, 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>
<S> <C>
DELAWARE 13-3790661
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification
organization) 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 THE REGISTRANT'S CLASS A COMMON STOCK AND CLASS B
COMMON STOCK OUTSTANDING AS OF AUGUST 7, 1998 WAS 5,818,817 AND 8,250,458,
RESPECTIVELY.
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<PAGE>
BIG CITY RADIO, INC.
PART 1 -- FINANCIAL INFORMATION
<TABLE>
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PAGE
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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....................................................... 6-9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............ 10-15
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings................................................................................ 16
Item 2. Changes in Securities and Use of Proceeds........................................................ 16
Item 3. Defaults Upon Senior Securities.................................................................. 16
Item 4. Submission of Matters to a Vote of Security Holders.............................................. 16
Item 5. Other Information................................................................................ 16
Item 6. Exhibits and Reports on Form 8-K................................................................. 17
Signatures.................................................................................................. 18
</TABLE>
1
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PART 1 -- FINANCIAL INFORMATION
ITEM. 1 FINANCIAL STATEMENTS
BIG CITY RADIO, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
(UNAUDITED) (AUDITED)
-------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................................................... $ 1,097,000 $ 80,000
Marketable securities........................................................... 82,742,000 --
Accounts receivable, net of allowance of $167,000 and $213,000 in 1998 and 1997,
respectively.................................................................. 2,635,000 2,325,000
Prepaid expenses and other current assets....................................... 489,000 252,000
-------------- -------------
Total current assets.......................................................... 86,963,000 2,657,000
Property and equipment, net....................................................... 3,179,000 2,679,000
Intangibles, net.................................................................. 53,282,000 54,115,000
Deferred financing fees........................................................... 4,378,000 612,000
Advance to purchase stations...................................................... 2,000,000 --
Other assets...................................................................... 272,000 45,000
-------------- -------------
Total assets.................................................................. $ 150,074,000 $ 60,108,000
-------------- -------------
-------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................................ $ 577,000 $ 1,125,000
Accrued expenses................................................................ 1,935,000 1,383,000
Other current liabilities....................................................... 147,000 368,000
-------------- -------------
Total current liabilities..................................................... 2,659,000 2,876,000
-------------- -------------
Senior Discount Notes............................................................. 129,433,000 --
Long term debt.................................................................... -- 30,100,000
Deferred income tax liabilities................................................... 887,000 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 5,818,817 shares.................................................. 58,000 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...................................................... 27,831,000 27,024,000
Deficit......................................................................... (10,877,000) (2,132,000)
-------------- -------------
17,095,000 25,032,000
-------------- -------------
Total liabilities and Stockholders' Equity........................................ $ 150,074,000 $ 60,108,000
-------------- -------------
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</TABLE>
2
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BIG CITY RADIO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE SIX MONTHS ENDED JUNE
30, 30,
------------------------ ------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Gross revenues........................................ $ 3,942,000 $ 3,185,000 $ 6,600,000 $ 5,283,000
Less: commissions and fees.......................... 433,000 356,000 692,000 583,000
----------- ----------- ----------- -----------
Net revenues.................................... 3,509,000 2,829,000 5,908,000 4,700,000
----------- ----------- ----------- -----------
Operating expenses:
Station operating expenses, excluding depreciation
and amortization.................................. 4,788,000 3,399,000 8,290,000 6,830,000
Corporate, general and administrative expenses...... 610,000 400,000 1,180,000 734,000
Employment stock incentives......................... 808,000 -- 808,000 --
Depreciation and amortization....................... 622,000 402,000 1,198,000 722,000
----------- ----------- ----------- -----------
Total operating expenses.......................... 6,828,000 4,201,000 11,476,000 8,286,000
----------- ----------- ----------- -----------
Operating loss.................................. (3,319,000) (1,372,000) (5,568,000) (3,586,000)
----------- ----------- ----------- -----------
Other income (expenses):
Interest expenses, net.............................. (2,645,000) (899,000) (3,640,000) (1,717,000)
Other, net.......................................... (106,000) 18,000 (143,000) 46,000
----------- ----------- ----------- -----------
Total other expenses.............................. (2,751,000) (881,000) (3,783,000) (1,671,000)
----------- ----------- ----------- -----------
Loss before benefit from income taxes and
extraordinary loss................................ (6,070,000) (2,253,000) (9,351,000) (5,257,000)
Income tax benefit.................................... 611,000 -- 1,101,000 --
----------- ----------- ----------- -----------
Loss before extraordinary loss........................ (5,459,000) (2,253,000) (8,250,000) (5,257,000)
Extraordinary loss on extinguishment of debt, net of
income taxes........................................ -- -- 495,000 --
----------- ----------- ----------- -----------
Net loss.............................................. $(5,459,000) $(2,253,000) $(8,745,000) $(5,257,000)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Basic and diluted loss per share:
Loss before extraordinary loss...................... $ (0.39) $ (0.24) $ (0.59) $ (0.56)
Extraordinary item.................................. -- -- (0.04) --
----------- ----------- ----------- -----------
Net loss.............................................. $ (0.39) $ (0.24) $ (0.63) $ (0.56)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Weighted average share outstanding.................... 13,988,913 9,375,520 13,982,253 9,375,520
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
3
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BIG CITY RADIO, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
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<S> <C> <C>
Cash flows from operating activities:
Net loss......................................................................... ($ 8,745,000) ($ 5,257,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization.................................................. 1,198,000 722,000
Non cash interest.............................................................. 4,277,000 54,000
Employment stock incentives.................................................... 808,000 --
Deferred income taxes.......................................................... (1,213,000) --
Extraordinary loss on extinguishment of debt................................... 582,000 --
Changes in operating assets and liabilities
(Increase) decrease in assets:
Accounts receivable........................................................ (310,000) (988,000)
Prepaid expenses and other current assets.................................. (237,000) (307,000)
Other assets............................................................... (227,000) (43,000)
Increase (decrease) in liabilities:
Accounts payable........................................................... (548,000) (56,000)
Accrued expenses........................................................... 552,000 698,000
Other liabilities.......................................................... (221,000) 223,000
------------- --------------
Net cash used in operating activities.................................... (4,084,000) (4,954,000)
------------- --------------
Cash flows from investing activities:
Purchase of property and equipment............................................... (865,000) (389,000)
Purchase of marketable securities................................................ (82,742,000) --
Cash paid and advanced for assets of radio stations acquired..................... (2,000,000) (16,938,000)
Repayment of advances to purchase stations....................................... -- 5,434,000
------------- --------------
Net cash used in investing activities.................................... (85,607,000) (11,893,000)
------------- --------------
Cash flows from financing activities:
Loans from stockholders.......................................................... -- 408,000
Proceeds from offering of Senior Discount Notes net of discount and fees of
$4,568,000..................................................................... 120,808,000 --
Drawdown on credit facility...................................................... 2,500,000 16,379,000
Repayment of existing credit facility............................................ (32,600,000) --
Other............................................................................ -- (11,000)
------------- --------------
Net cash provided by financing activities................................ 90,708,000 16,776,000
------------- --------------
Change in cash and cash equivalents.................................... 1,017,000 (71,000)
Cash and cash equivalents at beginning of period................................... 80,000 234,000
------------- --------------
Cash and cash equivalents at end of period......................................... $ 1,097,000 $ 163,000
------------- --------------
------------- --------------
</TABLE>
4
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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
(Audited)............................ 13,975,520 $ 140,000 $ 27,024,000 $ (2,132,000) $ 25,032,000
Capital contribution related to
Employment Incentive................. 93,755 1,000 807,000 -- 808,000
Net loss............................... (8,745,000) (8,745,000)
------------ ----------- ------------- -------------- -------------
Balance at June 30, 1998 (Unaudited)... 14,069,275 $ 141,000 $ 27,831,000 $ (10,877,000) $ 17,095,000
------------ ----------- ------------- -------------- -------------
------------ ----------- ------------- -------------- -------------
</TABLE>
5
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BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying 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 in all material respects the financial position of
the Company as of June 30, 1998, and the results of its operations and its cash
flows for the three and six-month periods ended June 30, 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 six
months ended June 30, 1998 and 1997 potentially dilutive shares of Common Stock
of 572,500 and 0, respectively, 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
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BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
4. RECENT DEVELOPMENTS
OFFERING OF SENIOR DISCOUNT NOTES
The Company completed a private placement of $174.0 million aggregate
principal amount at maturity of 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 corporate and working capital purposes. (See "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources").
SUBSIDIARY GUARANTORS
Pursuant to the terms of the indenture relating to the 11 1/4% 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 the 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. Because 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, 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 June 30, 1998 and December 31,
7
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BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
4. RECENT DEVELOPMENTS (CONTINUED)
1997 and for the three and six months ended June 30, 1998 and 1997 on an as if
pooling basis given the common control relationship of Big City Radio and the
Subsidiary Guarantors.
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<CAPTION>
JUNE 30, 1998 DECEMBER 31, 1997
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<S> <C> <C>
Current assets................................................................. -- --
Noncurrent assets.............................................................. $ 53,366,000 $ 54,087,000
Current liabilities............................................................ -- --
Noncurrent liabilities......................................................... -- --
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED, SIX MONTHS ENDED,
JUNE 30, JUNE 30,
-------------------- --------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales........................................ -- -- -- --
Costs and expenses............................... -- -- -- --
Depreciation and amortization.................... $ 360,000 $ 350,000 $ 720,000 $ 588,000
Net loss......................................... $(360,000) $(350,000) $(720,000) $(588,000)
</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.
ACQUISITIONS
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 (See Note 5 below).
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, Belvedere, NJ
and WRNJ-AM, Hackettstown, NJ. Simultaneously with the execution of this
acquisition agreement, the Company agreed to sell substantially all of the
assets of WRNJ-AM to one of the existing stockholders of Radio New Jersey.
Effective April 27,1998, the Company commenced operations of WRNJ-FM under a
local marketing agreement.
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.
EMPLOYMENT INCENTIVE
On June 17, 1998, 93,755 shares of Class A Common Stock were issued to the
Chief Executive Officer pursuant to his employment agreement. The Company
recorded a non-cash charge of $808,000 for the three months ended June 30, 1998.
5. SUBSEQUENT EVENTS
On July 6, 1998, the Board of Directors granted stock options to purchase an
aggregate of 344,500 shares of Class A Common Stock under the 1998 Incentive
Stock Plan to certain employees and officers of the Company, at an exercise
price of $7.8125 per share. The majority of these awards vest over a four year
period, with the first 20% vesting immediately at the date of the grant and the
remainder vesting 20% per annum, thereafter.
8
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BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
5. SUBSEQUENT EVENTS (CONTINUED)
On August 4, 1998, the Company completed the acquisition of substantially
all of the assets of WCBR-FM, Arlington Heights, Illinois, a Chicago area radio
station (the "Station"). Pursuant to the Asset Purchase Agreement dated April
20, 1998 (the "Purchase Agreement") by and between Darrel Peters Productions,
Inc., an Illinois corporation ("DPP"), the Company acquired certain assets (the
"Purchased Assets"), consisting primarily of FCC licenses, permits and
authorizations to operate the Station, studio equipment, transmission equipment,
broadcast equipment, translator equipment, satellite earth station equipment,
auxiliary station equipment, towers, antennae, office and computer equipment and
tangible personal property of every kind and description used in the operation
of the Station, and certain related tangible and intangible assets, including
goodwill, used primarily in connection with the operation by DPP of the Station.
The cash purchase price of the Purchased Assets was $14 million. In addition to
the cash purchase price the Company granted a credit to DPP for trade services,
airtime, or such other valuable consideration, as set forth in the Trade
Agreement executed between the Company and DPP (the "Trade Agreement"), having a
present value of approximately $500,000 (the "Trade Consideration"). The Trade
Consideration is to be redeemed by DPP over a ten (10) year period, in
accordance with the Trade Agreement.
The cash purchase price was paid from the proceeds of the Company's private
placement on March 17, 1998 of $174.0 million aggregate principal amount at
maturity of 11 1/4% Senior Discount Notes due 2005.
DPP is a privately-held company which is the licensee of the Station and
prior to the sale of the Purchased Assets, which consisted of equipment and
other physical property, owned and operated the Station and used the Purchased
Assets in such capacity. The Company intends to use these assets in the same
capacity.
On August 7, 1998, the proposed acquisition of WLRT-FM, Kankakee, Illinois
was completed.
The aggregate purchase price for these stations was approximately
$19,500,000, of which $19,000,000 was paid in cash. Management's preliminary
estimate of the fair value of the assets acquired in these transactions, subject
to further review and appraisal is as follows:
<TABLE>
<S> <C>
Fixed Assets.................................................... $ 100,000
FCC Broadcast Licenses.......................................... 19,400,000
</TABLE>
The fair value of the fixed assets and land acquired is determined by
reference to replacement value on an individual asset basis and comparable
property, respectively. The remaining purchase price is assigned to the FCC
license.
The following unaudited pro forma results of operations illustrate the
effect of these acquisitions and assume that the acquisitions occurred at the
beginning of each of the periods presented:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------------
<S> <C> <C>
1998 1997
------------- -------------
Net revenues........................................................................ $ 6,826,000 $ 5,628,000
Loss from continuing operations..................................................... (9,425,000) (5,344,000)
Pro forma loss per share............................................................ $ (0.63) $ (0.57)
</TABLE>
9
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain statements set forth below under this caption constitute
"Forward-Looking Statements" within the meaning of 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"). 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 and 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, Belvedere, NJ
and WRNJ-AM, Hackettstown, NJ. Simultaneously with the execution of this
agreement, the Company agreed to sell substantially all of the assets of WRNJ-AM
to one of the existing 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, effective April 28, 1998.
RESULTS OF OPERATIONS
BACKGROUND
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 brand new
metropolitan area radio stations, 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.
10
<PAGE>
THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30,
1997.
NET REVENUES for the three months ended June 30, 1998 were $3,509,000 as
compared to $2,829,000 for the three months ended June 30, 1997, an increase of
$680,000, or 24%. This increase was due primarily to increases in the net
revenues of Y-107 NY, FM 103.1 Chicago, and WRKL-AM in the three months ended
June 30, 1998 when compared to the corresponding period of the prior year.
STATION OPERATING EXPENSES EXCLUDING DEPRECIATION AND AMORTIZATION for the
three months ended June 30, 1998 were $4,788,000 as compared to $3,399,000 for
the three months ended June 30, 1997, an increase of $1,389,000, or 41%. This
increase was due principally to (i) the start-up operations of FM 103.1 Chicago
Heart and Soul throughout the three months ended June 30, 1998, and (ii)
increases in station operating expenses at Y-107 NY and Y-107 LA, primarily due
to the timing of advertising and promotion expenses.
CORPORATE, GENERAL AND ADMINISTRATIVE EXPENSES for the three months ended
June 30, 1998 were $610,000 as compared to $400,000 for the three months ended
June 30, 1997, an increase of $210,000, or 53%. This increase was due primarily
to increased administrative expenses to support the growth of the Company.
DEPRECIATION AND AMORTIZATION EXPENSES for the three months ended June 30,
1998 were $622,000 as compared to $402,000 for the three months ended June 30,
1997, an increase of $220,000, or 55%. This increase was due primarily to the
amortization of intangibles and depreciation of capital assets of the Chicago
stations which were acquired after June 30, 1997.
INTEREST EXPENSE NET OF INTEREST INCOME for the three months ended June 30,
1998 was $2,645,000 as compared to $899,000 for the three months ended June 30,
1997, an increase of $1,746,000, or 194%. This increase reflects increased
borrowings made to fund the Company's Chicago and New York acquisitions, and
additional interest resulting from the issuance of Senior Discount Notes on
March 17, 1998. In the three months ended June 30, 1998 and 1997, the average
outstanding total debt for the Company was $128,261,000 and $51,670,000,
respectively. The average rate of interest on the outstanding debt was 11.25%
and 7.4%, respectively. The Company expects interest expense to increase
substantially in the future due to the issuance of the Senior Discount Notes.
NET LOSSES for the three months ended June 30, 1998 were $5,459,000 as
compared to $2,253,000 for the three months ended June 30, 1997. The increase in
the net loss of $3,206,000 was primarily attributable to higher station
operating expenses, depreciation and amortization expenses, corporate general
and administrative expenses, employee stock incentive compensation, and interest
expense incurred as part of the radio station acquisitions and growth of the
Company, offset by increased net revenues and a net tax benefit in the three
months ended June 30, 1998 of $611,000.
SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997.
NET REVENUES for the six months ended June 30, 1998 were $5,908,000 as
compared to $4,700,000 for the six months ended June 30, 1997, an increase of
$1,208,000, or 26%. This increase was due primarily to increases in the net
revenues of Y-107 NY, WRKL-AM, and FM 103.1 Chicago for the six months ended
June 30, 1998 when compared to the corresponding period of the prior year.
STATION OPERATING EXPENSES EXCLUDING DEPRECIATION AND AMORTIZATION for the
six months ended June 30, 1998 were $8,290,000 as compared to $6,830,000 for the
six months ended June 30, 1997, an increase of $1,460,000, or 21%. This increase
was due principally to FM 103.1 Chicago Heart and Soul commencing operations in
early February 1998. Furthermore, increases in station operating expenses at
Y-107 LA and WRKL-AM were partially offset by a reduction in the station
operating expenses of Y-107 NY in the six months ended June 30, 1998 when
compared to the six months ended June 30, 1998.
CORPORATE, GENERAL AND ADMINISTRATIVE EXPENSES for the six months ended June
30, 1998 were $1,180,000 as compared to $734,000 for the six months ended June
30, 1997, an increase of $446,000, or 61%. This increase was due primarily to
increased administrative expenses to support the growth of the company.
DEPRECIATION AND AMORTIZATION EXPENSES for the six months ended June 30,
1998 were $1,198,000 as compared to $722,000 for the six months ended June 30,
1997, an increase of $476,000, or 66%. This
11
<PAGE>
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 for the six months ended June 30,
1998 was $3,640,000 as compared to $1,717,000 for the six months ended June 30,
1997, an increase of $1,923,000, or 112%. This increase reflects increased
borrowings made to fund the Company's Chicago and New York acquisitions, and
additional interest resulting from the issuance of Senior Discount Notes on
March 17, 1998. In the six months ended June 30, 1998 and 1997, the average
outstanding total debt for the Company was $87,463,000 and $47,023,000,
respectively. The average rate of interest on the outstanding debt was 11.0% and
7.7% respectively. The Company expects interest expense to increase
substantially in the future due to the issuance of the Senior Discount Notes.
NET LOSSES for the six months ended June 30, 1998 were $8,745,000 as
compared to $5,257,000 for the six months ended June 30, 1997. The increase in
the net loss of $3,488,000 was primarily attributable to (a) higher station
operating expenses, depreciation and amortization expenses, corporate general
and administrative expenses, employee stock incentive compensation, 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 net tax benefit
in the six months ended June 30, 1998 of $1,101,000.
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 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), borrowings under the Old Credit Facility and the issuance of
the Senior Discount Notes. The Company has entered into various employment
contracts with thirteen individuals comprised of mainly officers and senior
management that provide for minimum salaries and incentives based upon specified
levels of performance. The minimum payments under these contracts are $863,000
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. Furthermore, it intends to retain any 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 six months ended June 30, 1998 and 1997, the Company reported
cash used in operations. In the six months ended June 30, 1998 the deficit was
predominantly due to the start-up operating losses of Y-107 NY and FM 103.1
Chicago. In the six months ended June 30, 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. The reduction in cash used in operations for the six months ended June
30, 1998 when compared to the six months ended June 30, 1997 was due primarily
to a reduction in net cash interest expense as a result of issuance of the
Senior Discount Notes on March 17, 1998, a portion of the proceeds of which were
used to retire the Old Credit Facility.
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (excluding acquisitions of radio stations) were
$865,000 and $389,000 for the six months ended June 30, 1998 and 1997,
respectively. These expenditures primarily reflect costs associated with the FCC
Power Increases and other technical improvements at the Company's stations, the
upgrade
12
<PAGE>
and expansion of the studio and broadcast facilities, computer support
equipment, and the purchase of promotional vehicles for the new station
properties. 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
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 at maturity 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 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 Company is currently in
compliance with all covenants
13
<PAGE>
and other restrictions under the Notes and anticipates that it will continue to
meet the requirements of the Notes.
On July 6, 1998, the Company completed an exchange offer for the Notes, in
which the holders of outstanding Notes exchanged their Notes for newly-issued
Notes registered under the Securities Act of 1933. The new Notes have the same
terms as the exchanged Notes, except that the new Notes are so registered. The
amount exchanged was $172,500,000 aggregate principal amount at maturity of
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) or the
London Interbank Borrowing Rate (in which case the applicable margin will
initially be 3.00% 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 fees 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 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
footnotes 4 and 5, "Recent Developments" and "Subsequent Events," in the Notes
to Consolidated Financial Statements. The Company had available approximately
$83.8 million of cash and cash equivalents on hand and marketable securities at
June 30, 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 and cash equivalents on hand, marketable
securities, 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.
14
<PAGE>
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 June 30, 1999. 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 to successfully 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 software 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.
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 release publicly 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.
15
<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
None.
ITEM 3--DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's 1998 Annual Meeting of Stockholders held on May 12, 1998,
the holders of Class A Common Stock of the Company were asked to consider and
vote as a separate class upon the election of two members to the Company's Board
of Directors to serve a one year term as Class A Directors, and the holders of
Class A Common Stock together with the holders of Class B Common Stock were
asked to consider and vote as a single class upon the adoption of the Big City
Radio, Inc. 1998 Incentive Stock Plan and the ratification of the selection of
KPMG Peat Marwick LLP as the Company's independent accountants for the year
ending December 31, 1998.
At such a meeting, a majority of the Company's stockholders (i) elected
Michael H. Boyer and Mr. Leonard White as Class A Directors for a one year term
ending in the year 1999, (ii) adopted the 1998 Incentive Stock Plan, and (iii)
ratified the appointment of KPMG Peat Marwick LLP as the Company's independent
accountants for the year ending December 31, 1998.
The following is a summary of the voting results with respect to each of the
proposals:
<TABLE>
<CAPTION>
BROKER
PROPOSAL FOR AGAINST ABSTAIN NON-VOTES
- -------------------------------------------------------------------------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
1. The Election of Class A Directors.............................. 5,555,680 -- 53,100 --
NAME
- --------------------------------------------------------------------------
Michael H. Boyer............................................... 5,555,680 -- 53,100 --
Leonard White.................................................. 5,555,680 -- 53,100 --
2. 1998 Incentive Stock Plan...................................... 2,800,635 536,772 58,500 2,212,873
3. Ratification of the Appointment of Independent Auditors........ 5,552,003 2,100 54,677 --
</TABLE>
No other matters were submitted to a vote of the Company's stockholders,
through the solicitation of proxies or otherwise, during the second quarter of
the year ended December 31, 1998.
ITEM 5--OTHER INFORMATION.
None.
16
<PAGE>
ITEM 6--EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
NUMBER EXHIBIT
- ------------- --------------------------------------------------------------------------------------------------------
<C> <S>
11 Computation of Earnings Per Share*
27 Financial Data Schedule for the period ended June 30, 1998*
</TABLE>
- ------------------------
* Filed herewith
(b) Reports on Form 8-K
No reports were filed during the quarter for which this report was filed.
17
<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: August 12, 1998
18
<PAGE>
EXHIBIT 11
BIG CITY RADIO, INC.
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ----------------------------
<S> <C> <C> <C> <C>
1998 1997 1998 1997
------------- ------------- ------------- -------------
Net loss.............................................. $ (5,459,000) $ (2,253,000) $ (8,745,000) $ (5,257,000)
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Weighted average number of shares outstanding--Basic:
Weighted average number of shares outstanding......... 13,988,913 9,375,520 13,982,253 9,375,520
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Net loss per share:
Basic(a)............................................ $ (0.39) $ (0.24) $ (0.63) $ (0.56)
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</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 and six months ended June 30, 1998 and 1997, the
Company had a loss from continuing operations.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,097
<SECURITIES> 82,742
<RECEIVABLES> 2,802
<ALLOWANCES> 167
<INVENTORY> 0
<CURRENT-ASSETS> 86,963
<PP&E> 4,370
<DEPRECIATION> 1,191
<TOTAL-ASSETS> 150,074
<CURRENT-LIABILITIES> 2,659
<BONDS> 129,433
0
0
<COMMON> 141
<OTHER-SE> 16,954
<TOTAL-LIABILITY-AND-EQUITY> 150,074
<SALES> 0
<TOTAL-REVENUES> 5,908
<CGS> 0
<TOTAL-COSTS> 11,476
<OTHER-EXPENSES> 143
<LOSS-PROVISION> 58
<INTEREST-EXPENSE> 3,640
<INCOME-PRETAX> (9,351)
<INCOME-TAX> (1,101)
<INCOME-CONTINUING> (8,250)
<DISCONTINUED> 0
<EXTRAORDINARY> 495
<CHANGES> 0
<NET-INCOME> (8,745)
<EPS-PRIMARY> (0.63)
<EPS-DILUTED> 0
</TABLE>
