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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
XXX QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: August 31, 1998
___TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from:_____ to:_____
NBG RADIO NETWORK, INC.
(Exact name of registrant as specified in its charter)
Nevada, USA 88-0362102
- ------------------------ ------------------------
(Place of Incorporation) (IRS Employer ID Number)
520 SW 6(th) Avenue, Suite 750, Portland, OR 97204
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(Address of registrant's principal executive office)
(503) 802-4724
-----------------------------
(Registrant's telephone number)
Indicate by check mark whether the registrant has (1) filed all reports required
to be filed by Section 13 of 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 xxx No
--- ---
The number of shares of each class of common stock outstanding as of
August 31, 1998: 10,091,694
Transitional Small Business Disclosure Format Yes No xxx
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NBG RADIO NETWORK, INC.
INDEX TO FORM 10-Q
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PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements:
Balance Sheet:
- August 31, 1998 and August 31, 1997...............................3
Statement of Operations:
- For the Three Months Ended
August 31, 1998 and August 31, 1997...............................4
Statement of Cash Flow:
- For the Three Months Ended
August 31, 1998 and August 31, 1997...............................5
Notes to Financial Statements.......................................6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................8
PART II - OTHER INFORMATION.................................................10
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NBG RADIO NETWORK, INC.
FORM 10Q
NBG RADIO NETWORK, INC.
CONSOLIDATED BALANCE SHEETS
AUGUST 31, 1998 AND 1997
UNAUDITED
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<CAPTION>
August 31, August 31,
1998 1997
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ASSETS
Current Assets
Cash and cash equivalents $2,414,202 $ 35,918
Accounts receivable, net 904,648 207,744
Inventory 737,750 821,969
Other current assets 206,616 14,061
Deferred tax asset 468 468
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Total Current Assets $4,263,684 $1,080,160
Property and equipment, net $ 129,774 $ 97,496
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TOTAL ASSETS $4,393,458 $1,177,656
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 142,739 $ 143,510
Other current liabilities 0 73,948
Current portion of long term debt 153,084 251,433
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Total Current Liabilities $ 295,823 $ 468,891
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Other Liabilities
Long term debt $ 354,590 $ 367,263
Deferred income tax 10,327 5,914
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Total Other Liabilities $ 364,917 $ 373,177
Stockholders' Equity
Common stock, $0.001 par value;
authorized 20,000,000 shares,
issued and outstanding
10,091,694 $1,009,169 $ 500
Additional paid in capital 2,676,832 188,973
Subscribed shares 0 305,000
Retained earnings 46,717 (158,885)
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Total Stockholders' Equity $3,732,718 $ 335,558
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LIABILITIES AND STOCKHOLDERS' EQUITY $4,393,458 $1,177,656
</TABLE>
The accompanying notes are an integral part of these unaudited financial
statements.
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NBG RADIO NETWORK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED AUGUST 31, 1998 AND 1997
UNAUDITED
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Three months ended Nine months ended
August 31, August 31,
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1998 1997 1998 1997
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REVENUES
Advertising income $ 489,792 $ 440,173 $1,842,687 $ 583,290
Promotion income 24,000 0 24,000 0
Music production income 3,972 5,905 17,577 13,624
--------- --------- ---------- --------
Total Revenue $ 517,764 $ 446,078 $1,884,264 596,914
COST OF SALES 53,198 59,288 350,671 93,725
--------- --------- ---------- --------
GROSS PROFIT $ 464,566 $ 386,790 $1,533,593 503,189
--------- --------- ---------- --------
GENERAL AND ADMINISTRATIVE EXPENSES
Advertising $ 80,837 $ 20,556 $ 120,639 $ 24,799
Wages and employee benefits 126,795 76,611 352,501 204,598
Rent 12,222 9,170 36,530 43,471
Interest 43,041 41,869 56,134 43,677
Depreciation 12,157 5,258 20,834 14,103
Professional fees 56,160 13,231 89,958 65,178
Other 259,152 99,221 599,540 189,011
--------- --------- ---------- --------
Total General and Administrative $ 590,364 $ 265,916 $1,276,136 $ 584,837
Net income before taxes ($125,798) $ 120,874 $ 257,457 ($ 81,648)
Income tax expense 0 0 0 0
--------- --------- ---------- --------
Net income ($125,789) $ 120,874 $ 257,457 ($ 81,648)
--------- --------- ---------- --------
Net gain or (loss) per share ($0.02) $0.10 $0.10 ($0.07)
--------- --------- ---------- --------
</TABLE>
The accompanying notes are an integral part of these unaudited financial
statements.
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NBG RADIO NETWORK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED AUGUST 31, 1998 AND 1997
UNAUDITED
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Nine months ended
August 31,
1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net gain or (loss) $ 257,457 $ (81,648)
Adjustments to reconcile net income to cash
Provided by operating activities:
Shares issued for services 50,000 0
Depreciation 20,834 14,103
Changes in operating assets and liabilities:
Accounts receivable (690,763) (134,280)
Inventory 14,441 (59,181)
Other current assets (192,276) (14,061)
Accounts payable (1,403) 61,092
Other current liabilities (108,412) 51,038
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Net Cash Flows From Operating Activities $ (650,122) $(162,937)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of equipment $ (58,330) $ (11,232)
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Net Cash Flows From Investing Activities $ (58,330) $ (11,232)
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NET CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock $ 116,268 $ 0
Exercised warrants 569,430 0
Exercised stock options 335,590 0
Private placement proceeds 2,000,000 0
Payments on long term debt (131,567) (65,373)
Shares issued for debt 120,240 0
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Net Cash Flows From Financing Activities $3,009,961 $ (65,373)
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Net increase (decrease) in cash and
cash equivalents $2,301,509 $ (239,542)
Cash and cash equivalents at the beginning of
the period $ 112,693 $ 275,460
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Cash and Cash Equivalents at the end of the
period $2,414,202 $ 35,918
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</TABLE>
The accompanying notes are an integral part of these unaudited financial
statements.
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NBG RADIO NETWORK, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
August 31, 1998 and 1997
NOTE 1: ORGANIZATION AND BUSINESS ACTIVITY.
NBG Radio Network, Inc. was incorporated under the laws of the State of Nevada
on March 27, 1996. The Company produces and syndicates radio programs to over
1500 radio stations across the country
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary. Intercompany
transactions have been eliminated.
REVENUE RECOGNITION - The Company recognizes revenues from the sale of
commercial advertising when the buyer has made and unconditional commitment to
secure air time on the network and the Company has completed the act of
fulfilling the advertising during the secured time. Barter revenue from the sale
of commercial radio spots is recognized at the time the commercial spots have
aired on the network.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid instruments
purchased with original maturities of less than three months to be cash
equivalents.
INVENTORIES - Inventories consist of radio programs and production sound
libraries and are stated at the lower of cost (first in first out basis) or
market. Inventories are classified as current assets because management
anticipates that they will turnover in one year or less. The cost of inventories
are expensed as cost of sales when they are sold.
INCOME TAXES - Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes currently due plus
deferred taxes related primarily to differences between the basis of certain
assets and liabilities for financial and tax reporting. The deferred taxes
represent the future tax return consequences of those differences, which will
either be taxable or deductible when the assets and liabilities are recovered or
settled.
PROPERTY AND EQUIPMENT - Property and equipment are stated at cost. Depreciation
is calculated on a straight line basis over the estimated useful lives of the
assets ranging from 7 to 31 years. Maintenance and repairs are charged to
operations when incurred. Betterments and renewals are capitalized.
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DIVIDEND POLICY - The Company anticipates that for the foreseeable future, its
earnings will be retained for use in its business and no cash dividends will be
paid. Declaration and payments of dividends will remain with the discretion of
the Company's board of directors and will depend on the Company's growth,
profitability, financial condition and other factors which the board of
directors may deem appropriate.
EARNINGS PER SHARE - The computation of earnings per share is based upon the
weighted average number of share outstanding during the period.
COMMON STOCK - In March of 1996, 475,000 shares of common stock were issued for
$180,000. In September of 1996, 25,000 shares of common stock were transferred
to an officer of the Company in exchange for services rendered valued at $9,473.
Also in September of 1996, inventory was acquired in exchange for 10,000
subscribed common shares at a value of $5,000.
In November of 1996, the Company completed a private placement in which 600,000
units were subscribed for $300,000. Each unit consists of one common share and
one warrant. The warrants were immediately exercisable and tradeable after the
closing of the offering. Each warrant entitled the holder to purchase one
additional share at a price of $1.00 per share during a six month period after
the closing of the offering. The warrants were extended to expire on August 31,
1998.
In July 1998, the Company completed a private placement in which 250,000 units
were issued for $500,000. Each unit consists of one common share and one
warrant. The warrants are immediately exercisable and tradeable after the
closing of the offering. Each warrant entitled the holder to purchase one
additional share at a price of $2.25 during the eighteen month period ending
January 31, 2000, or if not exercised by this date, the holder can purchase one
additional share at a price of $2.50 with an expiration date of July 31, 2001.
In July 1998, the Company completed a private placement in which 500,000 units
were issued for $1,500,000. Each unit consists of one common share and one
warrant. The warrants are immediately exercisable and tradeable after the
closing of the offering. Each warrant entitled the holder to purchase one
additional share at a price of $3.00 with an expiration date of July 31, 1999.
On July 15, 1998, the Board of Directors approved a three to one stock split of
their common shares effective July 31, 1998.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
INTRODUCTION
The Company is a national radio syndicator that also offers marketing, promotion
and software products. The Company offers it's programming to radio stations and
all other services to any business looking to increase their revenues. Founded
in March of 1996 the Company offers a wide array of syndicated programs on their
four networks - Entertainment, Financial, Sports and Entertainment.
The Company presently produces and distributes 28 syndicated programs and
services to over 1500 radio station affiliates across the country. The Company
offers these programs to radio stations on a barter basis. Each program has
advertising time inside the show that the Company sells to national advertisers
for cash. The group of radio stations which contract with the Company to
broadcast a particular program constitutes a "radio network". The Company
derives a significant part of their revenue from selling the commercial
broadcast time on their radio networks to advertisers desiring national
coverage. The Company also derives a portion of it's revenues from selling their
marketing, promotion and software services. This discussion should be read in
conjunction with the related financial statements and notes to the financial
statements.
THREE MONTHS AND NINE MONTHS ENDED AUGUST 31, 1998 COMPARED TO THREE MONTHS AND
NINE MONTHS ENDED AUGUST 31, 1997.
OPERATING REVENUES. Gross revenues for the nine months ended August 31, 1998 and
1997 were $1.8 million and $597,000 respectively, representing an increase of
$1.2 million, or 201%. Net operating revenues increased $1.0 million, or 200%,
from $500,000 to $1.5 million for the same period. These increases are primarily
due to the Company increasing the number of syndicated shows from 18 to 28 over
the time period being discussed. This provides the Company with additional
commercial time to sell to national advertisers. In addition to this increase,
the Company also increased their radio station affiliate base by 33% over the
same time period. The cost of goods sold associated with these revenues is
essentially a 15% agency commission that is charged on all advertising dollars
generated by the Company.
GENERAL AND ADMINISTRATIVE EXPENSES. As the Company expands its programming and
services we also expand the promotion of these programs and services. As a
result, the advertising dollars spent in the three months ended August 31, 1998
increased 300%, from $20,000 in 1997 to $80,000 in 1998. However, the increased
advertising resulted in substantial increased revenues for the Company. The
general and administrative expenses for the three
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months ended August 31, 1998 and 1997 increased from $265,916 to $590,364. This
122% increase is well below the increase of net revenues of 200%. The increase
in general and administrative expenses in absolute dollars is principally due to
the Company's expansion of its sales and marketing efforts related to the launch
of new programs and services. The decreased general and administrative expenses
as a percentage of net operating revenues was principally due to the effects of
higher overall net revenues and the nature of fixed and semi-variable components
of general and administrative expenses.
NET INCOME. Operating income for the nine months ended August 31, 1998 was
$257,457, an increase of $339,000, or 415%. The increased net income was
primarily due to increased net advertising revenues resulting from the growth of
established programming and as well as the launch of new programming.
LIQUIDITY AND CAPITAL RESOURCES. Historically, the Company has financed its cash
flow requirements through cash flows generated from operations and financing
activities.
The Company's working capital at August 31, 1998 was $2.4 million as compared to
$35,000 at August 31, 1997. This increase in working capital was primarily
attributable to private placement stock offerings for common stock in the
Company with warrants attached.
On July 1, 1998 the Company offered a private placement of stock in the amount
of 250,000 shares at a price of $2.00 per share. Each share has a warrant
attached that expires on July 31, 2001. If the warrants are exercised prior to
January 31, 2000 the effective strike price is $2.25. If the warrants are
exercised between February 1, 2000 and July 31, 2001 the effective strike price
is $2.50. The proceeds raised from this offering was $500,000.
On July 31, 1998 the Company offered a private placement of stock in the amount
of 500,000 shares at a price of $3.00 per share. Each share has a warrant
attached that expires on July 31, 1999. The strike price of the warrant is
$3.50. The proceeds raised from this offering was $1.5 million.
Management believes that its available cash together with operating revenues
will be sufficient to fund the Company's working capital requirements through
November 30, 1999.
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Part II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company has one legal issue that has been settled in their favor. A client
of the Company has signed a confession of judgement in favor of the Company. The
judgement awards the Company proceeds of $70,000 plus interest at a rate of 10%
since June 24,1997. In addition to the money and accrued interest the defendant
also must pay all attorney fees, costs and disbursements on behalf of the
Company in conjunction with this case. The Company assumes collection of this
judgement during the next fiscal year which ends November 30, 1999.
Item 2. Changes in Securities
On July 1, 1998 the Company offered a private placement of common stock in the
amount of 250,000 shares at a price of $2.00. The private placement sold out for
$500,000.
On July 31, 1998 the Company offered a private placement of common stock in the
amount of 500,000 shares at a price of $3.00. The private placement sold out for
$1,500,000.
On July 15, 1998 the Board of Directors approved a three to one stock split to
be effective on July 31, 1998 to all shareholders.
Item 3. Default Upon Senior Securities - None -
Item 4. Submission of Matters to a Vote of Security Holders- None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K - None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this FORM 10Q report to be signed on its behalf by
the undersigned thereto duly authorized.
NBG RADIO NETWORK, INC.
-----------------------
(Registrant)
Date: October 13, 1998
/s/ JOHN A. HOLMES
- --------------------------------------
John A. Holmes, President/CEO/Director
Date: October 13, 1998
/s/ JOHN J. BRUMFIELD
- --------------------------------------------
John J. Brumfield, Vice President/Controller
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTERNAL
FINANCIAL DATA AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10Q-SB
AS OF 8-31-98.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> NOV-30-1998 NOV-30-1997
<PERIOD-START> DEC-01-1997 DEC-01-1996
<PERIOD-END> AUG-31-1998 AUG-31-1997
<TOTAL-ASSETS> 4,393,458 1,177,656
0 0
0 0
<COMMON> 3,686,001 187,473
<OTHER-SE> 46,717 305,000
<TOTAL-LIABILITY-AND-EQUITY> 4,393,458 1,177,656
<TOTAL-REVENUES> 1,884,264 596,914
<INCOME-TAX> 10,327 5,914
<INCOME-CONTINUING> 257,457 (81,648)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 257,457 (81,648)
<EPS-PRIMARY> 0.10 (0.07)
<EPS-DILUTED> 0.06 (0.05)
</TABLE>
