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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 SEPTEMBER 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)
DELAWARE 13-3790661
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
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 OCTOBER 20, 1998 WAS 5,818,817 AND 8,250,458,
RESPECTIVELY.
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BIG CITY RADIO, INC.
PART I--FINANCIAL INFORMATION
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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............. 10-16
PART II--OTHER INFORMATION
Item 1. Legal Proceedings................................................................................. 17
Item 2. Changes in Securities and Use of Proceeds......................................................... 17
Item 3. Defaults Upon Senior Securities................................................................... 17
Item 4. Submission of Matters to a Vote of Security Holders............................................... 17
Item 5. Other Information................................................................................. 17
Item 6. Exhibits and Reports on Form 8-K.................................................................. 17
Signatures................................................................................................ 18
</TABLE>
1
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIG CITY RADIO, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
(UNAUDITED) (AUDITED)
-------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................................................... $ 8,490,000 $ 80,000
Marketable securities........................................................... 51,217,000 --
Accounts receivable, net of allowance of $171,000 and $213,000 in
1998 and 1997, respectively................................................... 3,146,000 2,325,000
Interest receivable............................................................. 1,618,000 --
Prepaid expenses and other current assets....................................... 673,000 252,000
-------------- -------------
Total current assets........................................................ 65,144,000 2,657,000
Property and equipment, net....................................................... 3,884,000 2,679,000
Intangibles, net.................................................................. 78,232,000 54,115,000
Deferred financing fees........................................................... 4,215,000 612,000
Advance to purchase stations...................................................... 450,000 --
Other assets...................................................................... 91,000 45,000
-------------- -------------
Total assets................................................................ $ 152,016,000 $ 60,108,000
-------------- -------------
-------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................................ $ 1,034,000 $ 1,125,000
Accrued expenses................................................................ 1,568,000 1,383,000
Other current liabilities....................................................... 169,000 368,000
-------------- -------------
Total current liabilities................................................... 2,771,000 2,876,000
-------------- -------------
Senior discount notes............................................................. 133,023,000 --
Long term debt.................................................................... 2,850,000 30,100,000
Deferred income tax liabilities................................................... 469,000 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 and 5,725,082 shares in 1998 and 1997,
respectively.................................................................. 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
Accumulated deficit............................................................. (15,069,000) (2,132,000)
-------------- -------------
Net stockholders' equity........................................................ 12,903,000 25,032,000
-------------- -------------
Total liabilities and stockholders' equity.................................. $ 152,016,000 $ 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ------------------------------
1998 1997 1998 1997
------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Gross revenues..................................... $ 4,531,000 $ 3,202,000 $ 11,131,000 $ 8,485,000
Less: commissions and fees....................... 495,000 364,000 1,187,000 947,000
------------- ------------- -------------- --------------
Net revenues............................... 4,036,000 2,838,000 9,944,000 7,538,000
------------- ------------- -------------- --------------
Operating expenses:
Station operating expenses, excluding
depreciation and amortization.................. 4,461,000 3,004,000 12,751,000 9,834,000
Corporate, general and administrative expenses... 721,000 370,000 2,063,000 1,104,000
Employment stock incentives...................... -- 3,713,000 808,000 3,713,000
Depreciation and amortization.................... 701,000 501,000 1,737,000 1,223,000
------------- ------------- -------------- --------------
Total operating expenses..................... 5,883,000 7,588,000 17,359,000 15,874,000
------------- ------------- -------------- --------------
Operating loss............................. (1,847,000) (4,750,000) (7,415,000) (8,336,000)
------------- ------------- -------------- --------------
Other income (expenses):
Interest expense, net............................ (2,761,000) (1,438,000) (6,401,000) (3,155,000)
Other, net....................................... (2,000) 10,000 (145,000) 56,000
------------- ------------- -------------- --------------
Total other (expenses)....................... (2,763,000) (1,428,000) (6,546,000) (3,099,000)
------------- ------------- -------------- --------------
Loss before benefit from income taxes and
extraordinary loss............................... (4,610,000) (6,178,000) (13,961,000) (11,435,000)
Income tax benefit................................. 418,000 -- 1,519,000 --
------------- ------------- -------------- --------------
Loss before extraordinary loss..................... (4,192,000) (6,178,000) (12,442,000) (11,435,000)
Extraordinary loss on extinguishment of debt, net
of income taxes.................................. -- -- 495,000 --
------------- ------------- -------------- --------------
Net loss........................................... $ (4,192,000) $ (6,178,000) $ (12,937,000) $ (11,435,000)
------------- ------------- -------------- --------------
------------- ------------- -------------- --------------
Basic and diluted loss per share:
Loss before extraordinary loss................... $ (0.30) $ (0.66) $ (0.89) $ (1.22)
Extraordinary item............................... -- -- (0.04) --
------------- ------------- -------------- --------------
Net loss........................................... $ (0.30) $ (0.66) $ (0.92) $ (1.22)
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------------- ------------- -------------- --------------
Weighted average shares outstanding................ 14,069,275 9,375,520 14,011,580 9,375,520
------------- ------------- -------------- --------------
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</TABLE>
3
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BIG CITY RADIO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
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1998 1997
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Cash flows from operating activities:
Net loss....................................................................... $ (12,937,000) $ (11,435,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization................................................ 1,737,000 1,223,000
Non cash interest............................................................ 8,030,000 93,000
Employment stock incentives.................................................. 808,000 3,713,000
Deferred income taxes........................................................ (1,631,000) --
Extraordinary loss on extinguishment of debt................................. 582,000 --
Changes in operating assets and liabilities..................................
(Increase) decrease in assets:
Accounts receivable...................................................... (821,000) (726,000)
Interest receivable...................................................... (1,618,000) --
Prepaid expenses and other current assets................................ (421,000) (429,000)
Other assets............................................................. (46,000) (236,000)
Increase (decrease) in liabilities:
Accounts payable......................................................... (91,000) 45,000
Accrued expenses......................................................... 185,000 514,000
Other liabilities........................................................ (199,000) 576,000
-------------- --------------
Net cash used in operating activities.................................. (6,422,000) (6,662,000)
-------------- --------------
Cash flows from investing activities:
Purchase of property and equipment............................................. (1,551,000) (398,000)
Purchase of marketable securities.............................................. (51,217,000) --
Cash paid and advanced for assets of radio stations acquired................... (23,108,000) (27,230,000)
Repayment of advances to purchase stations..................................... -- 5,434,000
-------------- --------------
Net cash used in investing activities.................................. (75,876,000) (22,194,000)
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Cash flows from financing activities:
Loans from stockholders........................................................ -- 619,000
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 28,319,000
Repayment of credit facility................................................... (32,600,000) --
-------------- --------------
Net cash provided by financing activities.............................. 90,708,000 28,938,000
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Change in cash and cash equivalents.................................. 8,410,000 82,000
Cash and cash equivalents at beginning of period................................. 80,000 234,000
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Cash and cash equivalents at end of period....................................... $ 8,490,000 $ 316,000
-------------- --------------
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</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............................... -- -- -- (12,937,000) (12,937,000)
------------ ---------- ------------- -------------- --------------
Balance at September 30, 1998
(Unaudited).......................... 14,069,275 $ 141,000 $ 27,831,000 $ (15,069,000) $ 12,903,000
------------ ---------- ------------- -------------- --------------
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</TABLE>
5
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BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 September 30, 1998, and the results of its operations and its
cash flows for the three and nine-month periods ended September 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 nine
months ended September 30, 1998 and 1997 potentially dilutive shares of Common
Stock of 1,559,500 and 21,400, 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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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 holding 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 September 30, 1998 and December 31, 1997 and for the three and
nine months ended September 30, 1998 and 1997 on an "as if pooling" basis given
the common control relationship of Big City Radio, Inc. and the Subsidiary
Guarantors.
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SEPTEMBER 30, 1998 DECEMBER 31, 1997
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<S> <C> <C>
Current assets............................................................. -- --
Noncurrent assets.......................................................... $ 78,151,000 $ 54,087,000
Current liabilities........................................................ -- --
Noncurrent liabilities..................................................... -- --
</TABLE>
7
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<TABLE>
<CAPTION>
THREE MONTHS ENDED, NINE MONTHS ENDED,
SEPTEMBER 30, SEPTEMBER 30,
------------------------ --------------------------
1998 1997 1998 1997
----------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Net sales.................................................. -- -- -- --
Costs and expenses......................................... -- -- -- --
Depreciation and amortization.............................. $ 439,000 $ 380,000 $ 1,159,000 $ 968,000
Net loss................................................... $ (439,000) $ (380,000) $ (1,159,000) $ (968,000)
</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
In August, the Company closed two transactions in which it acquired
substantially all of the assets of two radio stations in the Chicago
metropolitan area (WLRT-FM, Kankakee, Ill. and WCBR-FM, Arlington Heights,
Ill.). On April 15, 1998, the Company signed an agreement to acquire
substantially all of the assets of two radio stations licensed to operate in
DeKalb, Illinois (WDEK-FM and WLBK-AM). Upon closing of this transaction, the
Company intends to operate the three recently acquired FM stations together as
its second station in the Chicago metropolitan area.
On August 4 and 7, 1998, the Company completed the acquisitions of WCBR-FM,
Arlington Heights, Illinois and WLRT-FM, Kankakee, Illinois. The operations of
these stations have been included in the consolidated statements of operations
from these dates. The aggregate purchase price for these stations was
$19,500,000 excluding acquisition related expenses, 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................................................... $ 200,000
FCC Broadcast Licenses......................................... 19,300,000
</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.
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. These acquisitions and sale were completed on August
14, 1998. It is the Company's intention to liquidate Radio New Jersey and
transfer the FCC license of WRNJ-FM to its Subsidiary Guarantor, Big City
Radio-NYC, L.L.C. The aggregate purchase price for WRNJ-FM was $5,350,000
excluding acquisition related expenses, of which $3,000,000 was paid in cash and
the remainder was satisfied by the issuance of two promissory notes totaling
$2,350,000, bearing interest at 8.5% per annum. 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................................................... $ 25,000
FCC Broadcast Licenses......................................... 5,325,000
</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.
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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>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------------
1998 1997
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<S> <C> <C>
Net revenues.................................................. $ 11,285,000 $ 9,606,000
Income (loss) from continuing operations...................... (13,738,000) (11,101,000)
Pro forma loss per share...................................... $(0.91) $(1.18)
</TABLE>
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 INCENTIVES
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 at the then market value 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.
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 metropolitan 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. On August
14, 1998, the Company acquired all of the stock of Radio New Jersey, owner of
the FCC licenses of WRNJ-FM, Belvedere, NJ and WRNJ-AM, Hackettstown, NJ.
Simultaneously at the closing, the Company sold 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 an LMA, effective April 28, 1998.
In the Chicago metropolitan area, 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.
In April 1998, the Company signed agreements to acquire substantially all of
the assets of four radio stations in the Chicago metropolitan area (WLRT-FM,
Kankakee, Ill., WCBR-FM, Arlington Heights, Ill., and WDEK-FM and WLBK-AM,
DeKalb, Ill.) On August 4 and 7, 1998, the Company completed the acquisition of
WCBR-FM, Arlington Heights, Ill. And WLRT-FM, Kankakee, Ill., respectively. It
is the Company's intention, upon completion of the WDEK-FM/WLBK-AM acquisition,
to configure and develop the three FM assets to operate as its second FM station
in the Chicago metropolitan area.
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
10
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affected by the incurrence of advertising and promotion expenses that do not
produce commensurate revenues in the period in which the expenses are incurred.
THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1997.
NET REVENUES for the three months ended September 30, 1998 were $4,036,000
as compared to $2,838,000 for the three months ended September 30, 1997, an
increase of $1,198,000, or 42%. This increase was due primarily to increases in
the net revenues of Y-107 NY and Y-107 LA, and the commencement of operation of
FM 103.1 Chicago Heart and Soul in February 1998. The existing radio stations'
revenue growth as compared to the corresponding period in the prior year was
$837,000 or 30%, and the remaining revenue growth of $361,000 was due to the
commencement of station FM 103.1.
STATION OPERATING EXPENSES EXCLUDING DEPRECIATION AND AMORTIZATION for the
three months ended September 30, 1998 were $4,461,000 as compared to $3,004,000
for the three months ended September 30, 1997, an increase of $1,457,000, or
49%. This increase was due principally to (i) the start-up operations of FM
103.1 Chicago Heart and Soul throughout the three months ended September 30,
1998, and (ii) increases in station operating expenses at Y-107 NY and Y107 LA,
primarily due to the introduction of morning show programming and LMA fees and
expenses relating to WRNJ-FM.
CORPORATE, GENERAL AND ADMINISTRATIVE EXPENSES for the three months ended
September 30, 1998 were $721,000 as compared to $370,000 for the three months
ended September 30, 1997, an increase of $351,000, or 95%. 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 September
30, 1998 were $701,000 as compared to $501,000 for the three months ended
September 30, 1997, an increase of $200,000, or 40%. This increase was due
primarily to a full quarter of amortization of intangibles and depreciation of
capital assets of the FM 103.1 Chicago stations, and initial amortization of
intangibles and depreciation of capital assets for the WCBR-FM Arlington, Ill.,
WLRT-FM Kankakee, Ill., and WRNJ-FM Hackettstown acquisitions during this
quarter.
INTEREST EXPENSE NET OF INTEREST INCOME for the three months ended September
30, 1998 was $2,761,000 as compared to $1,438,000 for the three months ended
September 30, 1997, an increase of $1,323,000, or 92%. 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 September 30, 1998
and 1997, the average outstanding total debt for the Company was $132,692,000
and $65,129,000, respectively. The average rate of interest on the outstanding
debt was 11.5% and 7.4%, respectively.
NET LOSSES for the three months ended September 30, 1998 were $4,192,000 as
compared to $6,178,000 for the three months ended September 30, 1997. The
decrease in the net loss of $1,986,000 was primarily attributable to increased
net revenues and an income tax benefit of $418,000 in the three months ended
September 30, 1998 compared to the three months ended September 30, 1997, and a
charge of $3,713,000 relating to an employee stock incentive in the three months
ended September 30, 1997. Partially offsetting these gains were increased
station operating expenses, 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.
NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1997.
NET REVENUES for the nine months ended September 30, 1998 were $9,944,000 as
compared to $7,538,000 for the nine months ended September 30, 1997, an increase
of $2,406,000, or 32%. This increase was due primarily to increases in the net
revenues of Y-107 NY and Y-107 LA, and the commencement of operation of FM 103.1
Chicago Heart and Soul in February 1998.
11
<PAGE>
STATION OPERATING EXPENSES EXCLUDING DEPRECIATION AND AMORTIZATION for the
nine months ended September 30, 1998 were $12,751,000 as compared to $9,834,000
for the nine months ended September 30, 1997, an increase of $2,917,000, or 30%.
This increase was due principally to FM 103.1 Chicago Heart and Soul commencing
operations in early February 1998.
CORPORATE, GENERAL AND ADMINISTRATIVE EXPENSES for the nine months ended
September 30, 1998 were $2,063,000 as compared to $1,104,000 for the nine months
ended September 30, 1997, an increase of $959,000 or 87%. This increase was due
primarily to increased administrative expenses to support the growth of the
company.
DEPRECIATION AND AMORTIZATION EXPENSES for the nine months ended September
30, 1998 were $1,737,000 as compared to $1,223,000 for the nine months ended
September 30, 1997, an increase of $514,000, or 42%. 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 for the nine months ended September
30, 1998 was $6,401,000 as compared to $3,155,000 for the nine months ended
September 30, 1997, an increase of $3,246,000, or 103%. 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 nine months ended September 30, 1998
and 1997, the average outstanding total debt for the Company was $102,539,000
and $53,058,000, respectively. The average rate of interest on the outstanding
debt was 11.3% 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 nine months ended September 30, 1998 were $12,937,000 as
compared to $11,435,000 for the nine months ended September 30, 1997. The
increase in the net loss of $1,502,000 was primarily attributable to (a) higher
station operating expenses, 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 (a) increased net revenues, (b) a net tax benefit in the
nine months ended September 30, 1998 of $1,519,000, and (c) a reduced charge
relating to employment stock incentives.
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, Y-107
NY, and FM103.1 Chicago, 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 twelve individuals comprised mainly of officers and senior
management that provide for minimum salaries and incentives based upon specified
levels of performance. The minimum payments under these contracts are $386,000
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.
12
<PAGE>
CASH FLOWS FROM OPERATING ACTIVITIES
In both the nine months ended September 30, 1998 and 1997, the Company used
cash in its operations. In the nine months ended September 30, 1998 the deficit
was predominantly due to the start-up operating losses of Y-107 NY and FM 103.1
Chicago. In the nine months ended September 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 nine months ended
September 30, 1998 when compared to the nine months ended September 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
$1,551,000 and $398,000 for the nine months ended September 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 and expansion of the studio and broadcast facilities, computer support
equipment, and the purchase of promotional vehicles for the new station
properties.
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 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 the principal amount of such Notes if such repurchase occurs thereafter.
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
13
<PAGE>
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 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
14
<PAGE>
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 4, "Recent Developments", in the Notes to Consolidated Financial
Statements. After giving effect to the Notes Offering and application of net
proceeds therefrom (including acquisitions, working capital and general
corporate purposes), the Company had available approximately $59.7 million of
cash and cash equivalents on hand and marketable securities at September 30,
1998 and up to $14.5 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.
The Company anticipates that its existing cash and marketable securities and
its available borrowing capacity will be sufficient to finance its capital
expenditure programs, as well as existing operational and debt service
requirements, through September 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 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 SYSTEM MODIFICATIONS
The Company is currently working to evaluate and resolve the potential
impact of the Year 2000 on the processing of date-sensitive information and
network systems. The Year 2000 problem is the result of computer programs being
written using two digits (rather than four) to define the Year 2000, which could
result in miscalculations or system failures resulting from recognition of a
date using "00" as the year 1900 rather than the year 2000.
The Company has delegated responsibility to a group of executives to
coordinate the identification, evaluation and implementation of changes to
computer systems and applications necessary to achieve the Company's goal of a
Year 2000 date conversion which would minimize the effect on its customers and
avoid disruption to business operations. The Company is also focusing on
hardware and software tools, programming and outside forces that may affect the
Company's operations, including the Company's vendors, banks and utility
companies. The Company's analysis of the Year 2000 threat is on-going and will
be continuously updated throughout 1998 and 1999 as necessary.
The Company has written and distributed a questionnaire and project plan to
the Company's systems and operating personnel to identify all business and
computer applications, so the Company can identify potential compliance
problems. The Company has initiated communications with all of its significant
suppliers and contractors to determine their plans for remediating any Year 2000
issues that arise in the interface with the Company. The Company is currently
compiling a database of information based upon these responses, which is
expected to be completed by December 31, 1998. To the extent problems are
identified, the Company will implement corrective procedures where necessary,
then test the applications for Year 2000 compliance. The Company expects to
complete this project prior to January 1, 2000. The
15
<PAGE>
Company is, in addition, developing a contingency plan should the planned Year
2000 remedial measures prove to be less than comprehensive.
Based on the preliminary data, the Company's estimate is that the Year 2000
effort will cost $50,000, covering the period from January 1, 1998 through
December 31, 2000, out of a total expected cost of information systems of
$200,000 for this period, although there can be no assurance as to the ultimate
cost of the Year 2000 effort or the total cost of information systems. Such
costs will be expensed as incurred, except to the extent such costs are incurred
for the purchase or lease of capital equipment. The Company expects to make some
of the necessary modifications through its ongoing investment in system
upgrades. The Company believes that its exposure to this issue, based on its
internal systems, is somewhat limited by the fact that the majority of its
existing systems have been purchased or replaced since 1996 or currently remain
under development.
As of September 30, 1998, the Company had not incurred any expenses in
respect of its Year 2000 conversion effort. No other information system projects
of the Company have been deferred due to the Year 2000 efforts. The Company
expects that the source of funds for Year 2000 costs will be cash on hand.
If the Company, its customers or its vendors are unable to resolve Year 2000
processing issues in a timely manner, a material adverse effect on the Company's
results of operations and financial condition could result. Accordingly, the
Company plans to devote the necessary resources to resolve all significant Year
2000 issues.
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.
16
<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
None.
ITEM 5 -- OTHER INFORMATION.
None.
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 September 30, 1998*
</TABLE>
(b) Reports on Form 8-K
No reports were filed during the quarter for which this report was filed.
- ------------------------
* Filed herewith
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:
-----------------------------------------
Paul R. Thomson
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND TREASURER
</TABLE>
Dated: November , 1998
18
<PAGE>
EXHIBIT 11
BIG CITY RADIO, INC.
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- --------------------------------
1998 1997 1998 1997
------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C>
<CAPTION>
Net loss........................................... $(4,192,000) $(6,178,000) $(12,937,000) $(11,435,000)
------------- ------------- --------------- ---------------
------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C>
Weighted average number of shares outstanding--
Basic:
<CAPTION>
Weighted average number of shares outstanding...... 14,069,275 9,375,520 14,011,580 9,375,520
------------- ------------- --------------- ---------------
------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net loss per share:
Basic (a)........................................ $ (0.30) $ (0.66) $ (0.92) $ (1.22)
------ ------ ------ ------
------ ------ ------ ------
</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 nine months ended September 30, 1998 and 1997, the
Company had a loss from continuing operations.
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 8,490
<SECURITIES> 51,217
<RECEIVABLES> 3,317
<ALLOWANCES> 171
<INVENTORY> 0
<CURRENT-ASSETS> 65,144
<PP&E> 5,281
<DEPRECIATION> 1,397
<TOTAL-ASSETS> 152,016
<CURRENT-LIABILITIES> 2,771
<BONDS> 135,873
0
0
<COMMON> 141
<OTHER-SE> 12,762
<TOTAL-LIABILITY-AND-EQUITY> 152,016
<SALES> 0
<TOTAL-REVENUES> 9,944
<CGS> 0
<TOTAL-COSTS> 17,359
<OTHER-EXPENSES> 145
<LOSS-PROVISION> 77
<INTEREST-EXPENSE> 6,401
<INCOME-PRETAX> (13,961)
<INCOME-TAX> (1,519)
<INCOME-CONTINUING> (12,442)
<DISCONTINUED> 0
<EXTRAORDINARY> 495
<CHANGES> 0
<NET-INCOME> (12,937)
<EPS-PRIMARY> (0.92)
<EPS-DILUTED> 0
</TABLE>
