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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 quarterly period ended June 30, 2000
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 333-60575
INTEREP NATIONAL RADIO SALES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
New York 13-1865151
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
100 Park Avenue, New York, New York 10017
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (212) 916-0700
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 |_|
As of August 10, 2000, there were 5,207,161 outstanding shares of the
registrant's Class A common stock, $0.01 par value per share, and 4,083,468
outstanding shares of the registrant's Class B common stock, $0.01 par value per
share.
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PART I.
FINANCIAL INFORMATION
Item 1. Financial Statements.
INTEREP NATIONAL RADIO SALES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands except share data)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................................................................... $33,410 $66,725
Marketable securities............................................................................... 9,800 ---
Receivables, less allowance for doubtful accounts of $2,234 and $2,159, respectively................ 31,455 32,082
Representation contract buyouts receivable.......................................................... 4,800 7,529
Current portion of deferred representation contract costs........................................... 40,164 37,228
Prepaid expenses and other current assets........................................................... 1,112 1,028
--------- ---------
Total current assets................................................................................ 120,741 144,592
--------- ---------
Fixed assets, net................................................................................... 5,355 5,727
Deferred representation contract costs.............................................................. 61,403 55,103
Representation contract buyouts receivable.......................................................... 2,519 3,569
Investments and other assets........................................................................ 21,361 17,329
--------- ---------
Total assets........................................................................................ $211,379 $226,320
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses .............................................................. $16,410 $18,534
Accrued interest.................................................................................... 5,000 5,000
Representation contract buyouts payable............................................................. 29,660 26,301
Accrued employee-related liabilities................................................................ 3,635 7,623
--------- ---------
Total current liabilities........................................................................... 54,705 57,458
--------- ---------
Long-term debt...................................................................................... 100,000 100,000
--------- ---------
Representation contract buyouts payable............................................................. 28,523 29,876
--------- ---------
Other noncurrent liabilities........................................................................ 5,167 5,500
--------- ---------
Commitments and contingencies
Shareholders' equity:
Class A common stock $0.01 par value -- 20,000,000 shares authorized, 5,205,409 and 5,416,667
shares issued at June 30, 2000 and December 31, 1999, respectively............................ 52 54
Class B common stock, $0.01 par value -- 10,000,000 shares authorized, 4,085,220 and 4,923,962
shares issued at June 30, 2000 and December 31, 1999, respectively............................ 41 49
Additional paid-in-capital.......................................................................... 39,663 45,881
Accumulated deficit................................................................................. (16,772) (12,498)
--------- ---------
Total shareholders' equity.......................................................................... 22,984 33,486
--------- ---------
Total liabilities and shareholders' equity.......................................................... $211,379 $226,320
========= =========
</TABLE>
The accompanying Notes to the Unaudited Interim Consolidated Financial
Statements are an integral part of these balance sheets.
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INTEREP NATIONAL RADIO SALES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share data)
(unaudited)
<TABLE>
<CAPTION>
For the For the
Three Months Six Months
Ended June 30, Ended June 30,
---------------- ---------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Commission revenues .......................................... $26,888 $24,194 $46,994 $41,705
Contract termination revenue.................................. 7 1,237 817 3,742
--------- --------- -------- --------
Total revenues................................................ 26,895 25,431 47,811 45,447
--------- --------- -------- --------
Operating expenses:
Selling expenses.............................................. 17,196 15,981 32,760 30,627
General and administrative expenses........................... 3,059 2,587 5,966 5,186
Depreciation and amortization expense......................... 6,725 6,744 12,317 16,246
--------- --------- -------- --------
Total operating expenses...................................... 26,980 25,312 51,043 52,059
--------- --------- -------- --------
Operating income (loss)....................................... (85) 119 (3,232) (6,612)
Interest expense, net......................................... 2,113 2,430 3,942 4,812
--------- --------- -------- --------
Loss before benefit for income taxes.......................... (2,198) (2,311) (7,174) (11,424)
Benefit for income taxes...................................... (860) (948) (2,900) (4,684)
--------- --------- -------- --------
Net loss ..................................................... $(1,338) $(1,363) $(4,274) $(6,740)
========= ========= ======== ========
Basic and diluted loss per share.............................. $(0.14) $(0.23) $(0.43) $(1.14)
========= ========= ======== ========
</TABLE>
The accompanying Notes to the Unaudited Interim Consolidated Financial
Statements are an integral part of these statements.
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INTEREP NATIONAL RADIO SALES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the
Six Months Ended
June 30,
-------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss.......................................................................................... $(4,274) $(6,740)
Adjustments to reconcile loss to net cash provided by operating activities:
Depreciation and amortization..................................................................... 12,317 16,246
Changes in assets and liabilities-
Receivables.......................................................................................
Receivables....................................................................................... 627 1,518
Representation contract buyouts receivable........................................................ 3,779 5,402
Prepaid expenses and other current assets......................................................... (84) (596)
Other noncurrent assets........................................................................... (3,619) (3,200)
Accounts payable and accrued expenses............................................................. (2,124) (3,659)
Accrued interest.................................................................................. --- 28
Accrued employee-related liabilities.............................................................. (3,988) (3,957)
Other noncurrent liabilities...................................................................... (333) (4,963)
----------- ----------
Net cash provided by operating activities......................................................... 2,301 79
----------- ----------
Cash flows from investing activities:
Additions to fixed assets......................................................................... (317) (2,078)
Increase in other investments..................................................................... (1,340) ---
Purchase of marketable securities................................................................. (9,800) ---
----------- ----------
Net cash used in investing activities............................................................. (11,457) (2,078)
----------- ----------
Cash flows from financing activities:
Station representation contract payments.......................................................... (17,931) (14,686)
Stock repurchases................................................................................. (6,228) (12)
Other, net........................................................................................ --- 82
----------- ----------
Net cash used in financing activities............................................................. (24,159) (14,616)
----------- ----------
Net decrease in cash and cash equivalents......................................................... (33,315) (16,615)
Cash and cash equivalents, beginning of period.................................................... 66,725 32,962
----------- ----------
Cash and cash equivalents, end of period.......................................................... $33,410 $16,347
=========== ==========
Supplemental disclosures of cash flow information: Cash paid during the period
for:
Interest paid............................................................................... $5,000 $4,972
Income taxes paid........................................................................... 172 1,080
Non-cash investing and financing activities:
Station representation contracts acquired................................................... $19,936 $12,704
=========== ==========
</TABLE>
The accompanying Notes to the Unaudited Interim Consolidated Financial
Statements are an integral part of these statements.
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INTEREP NATIONAL RADIO SALES, INC.
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except share information)
1. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Interep
National Radio Sales, Inc. ("Interep"), together with its subsidiaries
(collectively, the "Company"), and have been prepared in accordance with the
rules and regulations of the Securities and Exchange Commission. Accordingly,
certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. All significant intercompany transactions and
balances have been eliminated.
The consolidated financial statements as of June 30, 2000 and 1999
are unaudited; however, in the opinion of management, such statements include
all adjustments necessary for a fair presentation of the results for the periods
presented. The interim financial statements should be read in conjunction with
the audited financial statements and notes thereto included in the Company's
Consolidated Financial Statements for the year ended December 31, 1999, which
are available upon request of the Company. Due to the seasonal nature of the
Company's business, the results of operations for the interim periods are not
necessarily indicative of the results that might be expected for future interim
periods or for the full year ended December 31, 2000.
Revenue Recognition
The Company is a national representation ("rep") firm serving radio
broadcast clients throughout the United States. Commission revenue is derived
from sales of advertising time for radio stations under representation
contracts. Commissions and fees are recognized in the month the advertisement is
broadcast. In connection with its unwired network business, the Company collects
fees for unwired network radio advertising and, after deducting its commissions,
remits the fees to the respective radio stations. In instances when the Company
is not legally obligated to pay a station until the corresponding receivable is
paid, fees payable to stations have been offset against the related receivable
from advertising agencies in the accompanying consolidated balance sheets.
Representation Contract Termination Revenue and Contract Acquisition Costs
The Company's station representation contracts usually renew
automatically from year to year unless either party provides written notice of
termination at least twelve months prior to the next automatic renewal date. In
accordance with industry practice, in lieu of termination, an arrangement is
normally made for the purchase of such contracts by a successor representative
firm. The purchase price paid by the successor representation firm is generally
based upon the historic commission income projected over the remaining contract
period, plus two months.
Costs of obtaining station representation contracts are deferred and
amortized over the life of the new contract. Such amortization is included in
the accompanying consolidated statements of operations as a component of
depreciation and amortization expense. Amounts that are to be amortized during
the next year are included as current assets in the accompanying consolidated
balance sheets. Income earned from the loss of station representation contracts
(contract termination revenue) is recognized on the effective date of the buyout
agreement.
In addition, costs incurred as a result of commission rate reductions
are deferred and amortized over the remaining life of the existing
representation agreement. Such amortization is included in the accompanying
consolidated statements of operations as a component of depreciation and
amortization expense.
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Earnings (Loss) Per Share
Basic loss per share (EPS) for each of the respective periods has
been computed by dividing the net loss by the weighted average number of common
shares outstanding during the period. Basic EPS has been computed using the
weighted average shares of common stock outstanding of 9,640,803 and 5,907,859
for the three months ended June 30, 2000 and 1999, respectively, and 9,937,744
and 5,908,385 for the six months ended June 30, 2000 and 1999, respectively.
Diluted EPS reflects the potential dilution that could occur if the outstanding
options to purchase common stock were exercised. Diluted EPS has been computed
using the weighted average shares of common stock outstanding of 9,640,803 and
5,907,859 for the three months ended June 30, 2000 and 1999, respectively, and
9,937,744 and 5,908,385 for the six months ended June 30, 2000 and 1999,
respectively.
2. Segment Reporting
In 1998, the Company adopted Statement of Financial Accounting
Standards No. 131, "Disclosure About Segments of an Enterprise and Related
Information". The Statement requires the Company to report segment financial
information consistent with the presentation made to the Company's management
for decision making purposes. The Company is managed as one segment and all
revenues are derived solely from radio representation operations and related
activities. The Company's management decisions are based on operating cash flow
(defined as operating income before depreciation, amortization, and management
fees), general and administrative expenses of $5,966 and $5,186 for the six
months ended June 30, 2000 and 1999, respectively, and adjusted EBITDA (income
excluding contract termination revenue before interest, taxes, depreciation and
amortization)of $8,268 and $5,892 for the six months ended June 30, 2000 and
1999, respectively.
3. Stockholders' Equity
In January 2000, the Company's Employee Stock Ownership Plan sold
812,500 shares of Class B common stock pursuant to an underwriters'
over-allotment provision in connection with the Company's initial public
offering in December 1999. Upon the sale, these shares were converted to shares
of Class A common stock.
On March 31, 2000, the Board of Directors of the Company authorized a
program to repurchase up to 1,000,000 shares of its Class A common stock in open
market transactions. On May 1, 2000, the Board of Directors authorized an
additional 1,000,000 shares to be repurchased at the Company's discretion based
upon market conditions. As of June 30, 2000, 1,050,000 shares had been
repurchased under this program for an aggregate cost of $6,228.
4. Commitments and Contingencies
The Company may be involved in various legal actions from time to
time arising in the normal course of business. In the opinion of management,
there are no matters outstanding that would have a material adverse effect on
the consolidated financial position or results of operations of the Company.
In February 2000, a client of the Company was served a summons and
complaint in an action filed in New York State Supreme Court for alleged breach
of various national sales representation agreements. The plaintiffs seek damages
of approximately $8 million. The Company has agreed to indemnify the defendant
from and against any loss, liability, cost or expense incurred in the action.
Management believes the defendant has meritorious factual and legal defenses to
the action and intends to vigorously defend the claims.
In December 1999, the Company's representation agreement with Clear
Channel Communications was terminated. In April 2000, the Company filed an
action in the Supreme Court of the State of New York seeking damages arising out
of Clear Channel's alleged breach of contract of its national sales
representation agreement with the Company. As of June 30, 2000, the Company had
$7.3 million of current deferred costs on representation contract purchases and
$9.4 million of current representation contract buyout payables resulting from
the purchase of the Clear Channel representation agreement in 1996. Management
believes that the deferred costs will be realized and the buyout payables will
be assumed as part of the outcome of this action.
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5. Guarantor Subsidiaries
Effective January 1, 2000, the Company transferred all of its
operations to its wholly-owned subsidiaries. Accordingly, the financial
information previously provided for guarantor subsidiaries is no longer
meaningful or required, as the guarantor subsidiaries' results of operations are
the same as the Company's consolidated results of operations.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The following discussion is based on and should be read in
conjunction with the Consolidated Financial Statements, including the notes
thereto, included elsewhere in this Report.
Some of the statements contained in this Report are "forward-looking
statements" that are not based on historical facts and that reflect management's
current views and estimates about future economic circumstances, industry
conditions and our performance and financial results. Because these
forward-looking statements are based on many assumptions and involve risks and
uncertainties, there are important factors that could cause actual results to
differ materially from those expressed or implied by these forward-looking
statements. Although we believe that the expectations in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements.
Overview
We derive a substantial majority of our revenues from commissions on
sales by us of national spot radio advertising air time for the radio stations
we represent. Generally, national spot advertising time is purchased by
advertising agencies or media buying services retained by advertisers. We
receive commissions from our client radio stations based on the national spot
radio advertising billings of the station, net of standard advertising agency
and media buying services commissions. We enter into written representation
contracts with our clients which include negotiated commission rates. Because
commissions are based on the prices paid to radio stations for spots, our
revenue base is regularly and automatically adjusted for inflation.
Our operating results generally depend on:
. increases and decreases in the size of the total national spot
radio advertising market;
. changes in our share of this market;
. acquisitions and terminations of representation contracts; and
. operating expense levels.
The effect of these factors on our financial condition and results of operations
has varied from period to period.
Total U.S. national spot radio advertising annual revenues have grown
from an estimated $1.29 billion to an estimated $2.31 billion during the five
years ended December 31, 1999. The performance of the national spot radio
advertising market is influenced by a number of factors, including, but not
limited to, general economic conditions, consumer attitudes and spending
patterns, the share of total advertising spent on radio and the share of total
radio advertising represented by national spot radio.
Our share of the national spot advertising market changes as a result
of increases and decreases in the amount of national spot advertising broadcast
by our clients. Moreover, our market share increases as we acquire
representation contracts with new client stations and decreases if current
client representation contracts are terminated. Thus, our ability to attract new
clients and to retain existing clients significantly affects our market share.
The value of representation contracts which have been acquired or
terminated during the last few years has tended to increase due to a number of
factors, including the consolidation of ownership in the radio broadcast
industry following the passage of the Telecommunications Act of 1996. In recent
years, we have increased our representation contract acquisition activity, and
we have devoted a significant amount of our resources to these acquisitions. At
the same time, we have received an increased amount of contract termination
revenue. We base
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our decisions to acquire a representation contract on the
market share opportunity presented and an analysis of the costs and net benefits
to be derived. We continuously seek opportunities to acquire additional
representation contracts on attractive terms, while maintaining our current
clients. Our ability to acquire and maintain representation contracts has had,
and will continue to have, a significant impact on our revenues and cash flows.
Following industry practice, we generally act as the exclusive
national rep firm for each of our client radio stations under a written
contract. If a station terminates its contract prior to the scheduled
termination date, the station is typically obligated to make a payment to us, as
required by the contract or in accordance with industry practice. This amount is
approximately equal to the commissions we would have earned during the unexpired
term of the canceled contract, plus an additional two months of "spill-over"
commissions. "Spill-over" commissions are those earned on advertising placed or
committed to prior to the contract termination but broadcast later. In practice,
a successor rep firm enters a new contract with the station and assumes the
obligation to make the termination payments. These payments are usually made in
equal monthly installments over a period of one-half the number of months
remaining under the terminated contract. To illustrate, assume a station
terminates a representation contract with a competing rep firm and that contract
has a remaining unexpired term of 12 months. If we acquire the representation
contract, our payment obligation to the competing rep firm would be 14 months of
commissions payable in seven equal monthly installments. However, certain
contracts representing material revenues permit clients in certain circumstances
to terminate their agreements with less than 12-months' notice and pay
termination and evergreen payments over shorter periods of time.
We recognize revenues on a contract termination as of the effective
date of the termination. When a contract is terminated, we write off in full the
unamortized portion, if any, of the expense we originally incurred on our
acquisition of the contract. When we enter into a representation contract with a
new client, we amortize the contract acquisition cost in equal monthly
installments over the life of the new contract. As a result, our operating
income is affected, negatively or positively, by the acquisition or loss of
client stations.
We are unable to forecast any trends in contract buyout activity, or
in the amount of revenues or expenses that will likely be associated with
buyouts during a particular period. Generally, the amount of revenue resulting
from the buyout of a representation contract depends on the length of the
remaining term of the contract and the revenue generated under the contract
during the 12-month "trailing period" preceding the date of termination. The
amount recognized by us as contract termination revenue in any period is not,
however, indicative of contract termination revenue that may be realized in any
future period. Historically, the level of buyout activity has varied from period
to period. Additionally, the length of the remaining terms, and the commission
revenue generation, of the contracts which are terminated in any period vary to
a considerable extent. Accordingly, while buyout activity and the size of buyout
payments has increased since 1996, its impact on our revenues and income is
expected to be uncertain, due to the variables of contract length and commission
generation.
While the commission revenues generated under a representation
contract during a trailing period is used in calculating the buyout amount we
pay to acquire that contract, it should not be relied on as an indicator of the
future commission revenues we will generate under that contract. Our revenues
will depend on a number of factors, including the amount of national spot
advertising broadcast by the station involved. This, in turn, will be affected
by factors such as general and local economic conditions, consumer attitudes and
spending patterns, the share of total advertising spent on radio and the share
of total radio advertising represented by national spot radio.
During 1999, we entered the Internet advertising business. Revenues
and expenses from this business will be affected by the level of advertising on
the Internet generally, the prices obtained for advertising on the Internet and
our ability to obtain contracts from high-traffic Internet websites and from
Internet advertisers.
Our selling and corporate expense levels are dependent on management
decisions regarding operating and staffing levels and on inflation. Selling
expenses represent all costs associated with our marketing, sales and sales
support functions. Corporate expenses include items such as corporate
management, corporate communications, financial services, advertising and
promotion expenses, Internet advertising development expenses and employee
benefit plan contributions.
Our business normally follows the pattern of advertising expenditures
in general. It is seasonal to the extent that radio advertising spending
increases during the fourth calendar quarter in connection with the Christmas
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season and tends to be weaker during the first calendar quarter. Radio
advertising also generally increases during the second and third quarters due to
holiday-related advertising, school vacations and back-to-school sales.
Additionally, radio tends to experience increases in the amount of advertising
revenues as a result of special events such as presidential election campaigns.
Further, the level of advertising revenues of radio stations, and therefore our
level of revenues, is susceptible to prevailing general and local economic
conditions and the corresponding increases or decreases in the budgets of
advertisers, as well as market conditions and trends affecting advertising
expenditures in specific industries.
Results of Operations
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999
Commission revenue. Commission revenue for the second quarter of 2000
increased to $26.9 million, or approximately 11.1%, from $24.2 million in the
comparable 1999 period. This $2.7 million increase was primarily attributable to
increased sales of national spot advertising on client stations and commissions
generated by new representation contracts, offset, in part, by the loss of
commission revenues from terminated contracts, principally those with stations
owned by Clear Channel Communications Inc., which were terminated in December
1999. Our new Internet advertising business, which we began in 1999, earned
commissions of approximately $0.2 million in the second quarter of 2000.
Contract termination revenue. Contract termination revenue in the
second quarter of 2000 decreased to less than $0.1 million from $1.2 million in
the second quarter of 1999, a decrease of $1.2 million. This decrease was
attributable to the fact that fewer contracts were terminated in the second
quarter of 2000 as compared to the comparable 1999 period.
Selling expenses. Selling expenses for the second quarter of 2000
increased to $17.2 million from $16.0 million during the comparable 1999 period.
This increase of $1.2 million, or approximately 7.6%, was primarily due to
employee compensation increases associated with the growth in commission
revenues. Costs relating to our entry into the Internet advertising business
were approximately $0.5 million in the second quarter of 2000, as compared to
$0.3 million in the first quarter of 1999.
General and administrative expenses. General and administrative
expenses for the second quarter of 2000 increased to $3.1 million from $2.6
million for second quarter of 1999. This $0.5 million or 19.2% increase
reflected new expenses related to our becoming a public company.
Depreciation and amortization. Depreciation and amortization for the
second quarter of 2000 and 1999 was virtually unchanged at $6.7 million.
Amortization of new representation contracts offset the reduction resulting from
the completion of the amortization of certain older representation contracts.
Operating loss. Operating loss for the second quarter of 2000 was
less than $0.1 million, as compared to a profit of $0.1 million during the
comparable 1999 period, for the reasons discussed above.
Interest expense, net. Interest expense, net decreased $0.3 million,
or 13.1%, to $2.1 million for the second quarter of 2000, from $2.4 million for
the second quarter of 1999. This decrease resulted primarily from interest
received on cash reserves, which partially offset interest payable on our Senior
Subordinated Notes.
Benefit for income taxes. The benefit for income taxes for the second
quarter of 2000 and 1999 was virtually unchanged at $0.9 million, reflecting the
small change in operating profit/loss.
Net Loss. Our net loss after tax was approximately $1.3 million for
the second quarter of 2000, a decrease of less than $0.1 million from the
comparable 1999 period, and was due to the factors discussed above.
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Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999
Commission revenue. Commission revenue for the first half of 2000
increased to $47.0 million, or approximately 12.7%, from $41.7 million in the
comparable 1999 period. This $5.3 million increase was primarily attributable to
increased sales of national spot advertising on client stations and commissions
generated by new representation contracts, offset, in part, by the loss of
commission revenues from terminated contracts, principally those with stations
owned by Clear Channel, which were terminated in December 1999. Our new Internet
advertising business earned commissions of approximately $0.4 million in the
second half of 2000.
Contract termination revenue. Contract termination revenue in the
first half of 2000 decreased to $0.8 million from $3.7 million in the first half
of 1999, a decrease of $2.9 million, or 78.2%. This decrease was attributable to
the fact that fewer contracts were terminated in the first half of 2000 as
compared to the comparable 1999 period.
Selling expenses. Selling expenses for the first half of 2000
increased to $32.8 million from $30.6 million during the comparable 1999 period.
This increase of approximately $2.2 million, or 7.0%, was primarily due to
employee compensation increases associated with the growth in commission
revenues. Costs relating to our entry into the Internet advertising business
amounted to approximately $1.0 million in the first half of 2000, as compared to
$0.5 million in the same period of 1999.
General and administrative expenses. General and administrative
expenses for the first half of 2000 increased to $6.0 million from $5.2 million
for the comparable period of 1999. This $0.8 million or 15.0% increase primarily
reflects new expenses related to our becoming a public company.
Depreciation and amortization. Depreciation and amortization
decreased to $12.3 million, or 24.2%, during the first half of 2000, from $16.2
in the comparable 1999 period. This decrease of $3.9 million was primarily due
to the completion of the amortization of certain representation contracts,
partially offset by the amortization of new representation contacts.
Operating loss. The operating loss for the first half of 2000 was
$3.2 million, a decline of $3.4 million, or 51.1%, compared to $6.6 million
during the first half of 1999, for the reasons discussed above.
Interest expense, net. Interest expense, net decreased $0.9 million,
or 18.1%, to $3.9 million for the first half of 2000, from $4.8 million for the
first half of 1999. This decrease primarily resulted from interest received on
cash reserves, which partially offset interest payable on our Senior
Subordinated Notes.
Benefit for income taxes. The benefit for income taxes for the first
half of 2000 declined $1.8 million, or 38.1%, to $2.9 million, compared to $4.7
million for the first half of 1999. This decrease resulted from the lower
operating loss in the first half of 2000.
Net Loss. Our net loss after tax of approximately $4.3 million for
the first half of 2000, a decrease of $2.5 million, or 36.6%, from the
comparable 1999 period. This improvement was attributable to the factors
discussed above.
Liquidity and Capital Resources
Our cash requirements have been primarily funded by cash provided
from operations and financing transactions. In December 1999 we closed our
initial public offering, which resulted in net proceeds of $46.8 million. At
June 30, 2000, we had cash and cash equivalents of $33.4 million and working
capital of $66.0 million.
Cash provided by operating activities during the first half of 2000
was $2.3 million, as compared to $0.1 million during the first half of 1999.
This fluctuation was primarily attributable to changes in receivables pertaining
to representation contract buyouts. The first half of our fiscal year is
normally weaker than the second half due to seasonality.
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Net cash used in investing activities is primarily attributable to
the purchase of marketable securities, capital expenditures and investments in
private companies. Net cash used in investing activities was $11.5 million in
the first six months of 2000, of which $9.8 million was invested in marketable
securities, $1.3 million was invested in Internet advertising firms and the
balance was used for capital expenditures. In December 1999, Ralph Guild
acquired additional shares in one of such firms from its founders at a price
higher than we paid. In February 2000, we invested an additional $1.14 million
in the same firm, on the same terms as our initial investment.
Overall cash used for financing activities of $24.2 million during
the first half of 2000 was used for acquisitions of representation contracts,
and $6.2 million was used to purchase shares of our Class A Common Stock in the
open market under our stock repurchase program announced in March 2000.
In general, as we acquire new representation contracts, we use more
cash and, as our contracts are terminated, we receive additional cash. For the
reasons noted above in "Overview", we are not able to predict the amount of cash
we will require for contract acquisitions, or the cash we will receive on
contract terminations, from period to period.
In July 1998 we issued 10% Senior Subordinated Notes in the aggregate
principal amount of $100.0 million due July 1, 2008. Interest on the Senior
Subordinated Notes is payable in semi-annual payments of $5.0 million. The
Senior Subordinated Notes, while guaranteed by our subsidiaries, are unsecured
and are junior in right of payment to any amounts outstanding under the
revolving credit agreement described below, as well as to certain other
indebtedness. We used a portion of the net proceeds from the issuance of the
Senior Subordinated Notes to repay the then outstanding balance of our bank
debt. Additionally, we redeemed all of the outstanding shares of our then
outstanding Series A preferred stock and Series B preferred stock, together with
all of the associated shares of common stock then subject to redemption. As of
December 31, 1999, we terminated our $10.0 million revolving credit facility. We
had never borrowed any amounts under that agreement.
We issued the Senior Subordinated Notes under an indenture that
limits our ability to engage in various activities. Among other things:
. we are generally not able to pay any dividends to our
stockholders, other than dividends payable in shares of
common stock;
. we can only incur additional indebtedness under limited
circumstances; and
. certain types of mergers, asset sales and changes of
control either are not permitted or permit the note
holders to demand immediate redemption of their Senior
Subordinated Notes.
The Senior Subordinated Notes may not be redeemed by us prior to July
1, 2003, except that we may redeem up to 30% of the Senior Subordinated Notes
with the proceeds of equity offerings. If certain events occurred which would be
deemed to involve a change of control under the indenture, we would be required
to offer to repurchase all of the Senior Subordinated Notes at a price equal to
101% of their aggregate principal, plus unpaid interest.
We believe that the liquidity resulting from our initial public
offering and the transactions described above, together with anticipated cash
from continuing operations, should be sufficient to fund our operations and
anticipated needs for required representation contract acquisition payments, and
to make the required 10% annual interest payments on our Senior Subordinated
Notes, for at least the next 12 months. We may not, however, generate sufficient
cash flow for these purposes or to repay the notes at maturity. Our ability to
fund our operations and required contract acquisition payments and to make
scheduled principal and interest payments will depend on our future performance,
which, to a certain extent, is subject to general economic, financial,
competitive, legislative, regulatory and other factors that are beyond our
control. We may also need to refinance all or a portion of our Senior
Subordinated Notes on or prior to maturity. There can be no assurance that we
will be able to effect any such refinancing on commercially reasonable terms, if
at all.
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<PAGE>
Year 2000 Assessment
We have dedicated resources over the past two years to address the
potential hardware, software and other computer and technology issues and
related concerns associated with the transition to the Year 2000 and to confirm
that our service providers took similar measures. As a result of those efforts,
we have not experienced any material disruptions in our operations in connection
with the transition to the Year 2000. We will continue to monitor our
operations, and those of our service providers, for potential Year 2000-related
problems. However, we do not anticipate that we will discover any future Year
2000 issues that will have a material effect on our business, results of
operations or financial condition.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
We are exposed to market risk from changes in interest rates that may
adversely affect our results of operations and financial condition. We seek to
minimize the risks from these interest rate fluctuations through our regular
operating and financing activities. Our policy is not to use financial
instruments for trading or other speculative purposes. We are not currently a
party to any financial instruments.
PART II.
OTHER INFORMATION
Item 1. Legal Proceedings.
On April 10, 2000, we commenced an action against Clear Channel
Communications, Inc. ("Clear Channel") and Katz Communications, Inc. ("Katz") in
the Supreme Court of the State of New York, County of New York. The action arose
out of the following: In February 1996, Clear Channel terminated its
representation contract with Katz and entered into a new representation contract
with us. As part of that transaction, we undertook to pay Katz approximately
$23,000,000 of buyout payments and have made more than $14,000,000 of such
payments to date. In October 1999, Clear Channel announced that it had agreed to
merge with AM/FM, Inc., the corporate parent of Katz. In December 1999, Clear
Channel terminated its representation contract with us and reassigned the
representation of its stations to Katz.
We have claimed that Clear Channel breached its representation
contract with us by wrongfully terminating it in December 1999. We are seeking
an aggregate of approximately $56,000,000 of damages from the defendants,
including, among other things, buyout payments which we claim are owed to us as
a result of Clear Channel's breach, and a declaration that we are not required
to make any further buyout payments to Katz. The court is currently considering
motions in this action.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. The Exhibits filed with this Report are listed on the
Exhibit Index immediately following the signature page.
(b) Reports on Form 8-K. No Reports on Form 8-K were filed during the
three months ended June 30, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTEREP NATIONAL RADIO SALES, INC.
August 10, 2000 By /s/ William J. McEntee, Jr.
--------------------------------
William J. McEntee, Jr.
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
27.1 Financial Data Schedule.
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