<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended March 31, 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.
-----------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
New York 13-1865151
--------------------------------------- -------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
100 Park Avenue, New York, New York 10017
---------------------------------------- -------------------------------
(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 May 8, 2000, there were 5,491,890 outstanding shares of the
registrant's Class A common stock, $0.01 par value per share, and 4,098,739
outstanding shares of the registrant's Class B common stock, $0.01 par value per
share.
<PAGE>
PART I.
FINANCIAL INFORMATION
Item 1. Financial Statements.
INTEREP NATIONAL RADIO SALES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands except share data)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---------- ------------
(unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents............................................................................ $ 41,567 $ 66,725
Marketable securities................................................................................ 9,800 ---
Receivables, less allowance for doubtful accounts of $2,203 and $2,159, respectively................. 32,631 32,082
Representation contract buyouts receivable........................................................... 5,913 7,529
Current portion of deferred representation contract costs............................................ 37,747 37,228
Prepaid expenses and other current assets............................................................ 3,361 1,028
-------- --------
Total current assets................................................................................. 131,019 144,592
-------- --------
Fixed assets, net..................................................................................... 5,567 5,727
Deferred representation contract costs................................................................ 56,913 55,103
Station contract rights, net.......................................................................... 417 670
Representation contract buyouts receivable............................................................ 2,917 3,569
Investments and other assets.......................................................................... 17,917 16,659
-------- --------
Total assets.......................................................................................... $214,750 $226,320
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses................................................................. $ 16,222 $ 18,534
Accrued interest...................................................................................... 2,500 5,000
Representation contract buyouts payable............................................................... 27,402 26,301
Accrued employee-related liabilities.................................................................. 2,916 7,623
-------- --------
Total current liabilities............................................................................. 49,040 57,458
-------- --------
Long-term debt........................................................................................ 100,000 100,000
-------- --------
Representation contract buyouts payable............................................................... 29,714 29,876
-------- --------
Other noncurrent liabilities.......................................................................... 5,446 5,500
-------- --------
Commitments and contingencies
Shareholders' equity:
Class A common stock $0.01 par value -- 20,000,000 shares authorized, 6,241,890 and 5,416,667
shares issued at March 31, 2000 and December 31, 1999, respectively............................. 62 54
Class B common stock, $0.01 par value -- 10,000,000 shares authorized, 4,098,739 and 4,923,962
shares issued at March 31, 2000 and December 31, 1999, respectively............................. 41 62
Additional paid-in-capital............................................................................ 45,881 45,881
Accumulated deficit................................................................................... (15,434) (12,498)
-------- --------
Total shareholders' equity............................................................................ 30,550 33,486
-------- --------
Total liabilities and shareholders' equity............................................................. $214,750 $226,320
======== ========
</TABLE>
The accompanying Notes to Unaudited Interim Consolidated Financial Statements
are an integral part of these balance sheets.
-2-
<PAGE>
INTEREP NATIONAL RADIO SALES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share data)
(unaudited)
<TABLE>
<CAPTION>
For the
Three Months
Ended March 31,
------------------
2000 1999
------- -------
<S> <C> <C>
Commission revenues................................. $20,106 $17,511
Contract termination revenue........................ 810 2,505
------- -------
Total revenues...................................... 20,916 20,016
------- -------
Operating expenses:
Selling expenses.................................... 15,564 14,646
General and administrative expenses................. 2,907 2,599
Depreciation and amortization expense............... 5,592 9,502
------- -------
Total operating expenses............................ 24,063 26,747
------- -------
Operating loss...................................... (3,147) (6,731)
Interest expense, net............................... 1,829 2,382
------- -------
Loss before benefit for income taxes................ (4,976) (9,113)
Benefit for income taxes............................ (2,040) (3,736)
------- -------
Net loss............................................ $(2,936) $(5,377)
======= =======
Basic and diluted loss per share.................... $(0.28) $(0.91)
======= =======
</TABLE>
The accompanying Notes to Unaudited Interim Consolidated Financial Statements
are an integral part of these statements.
-3-
<PAGE>
INTEREP NATIONAL RADIO SALES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the
Three Months Ended
March 31,
--------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss..................................................................... $ (2,936) $(5,377)
Adjustments to reconcile loss to net cash provided by operating activities:
Depreciation and amortization................................................ 5,592 9,502
Changes in assets and liabilities-
Receivables.................................................................. (549) 8,063
Representation contract buyouts receivable................................... 2,268 2,695
Prepaid expenses and other current assets.................................... (2,333) (699)
Other noncurrent assets...................................................... (74) (236)
Accounts payable and accrued expenses........................................ (2,312) (4,534)
Accrued interest............................................................. (2,500) (2,472)
Accrued employee-related liabilities......................................... (4,707) (3,476)
Other noncurrent liabilities................................................. (54) (3,019)
-------- -------
Net cash (used in) provided by operating activities.......................... (7,605) 447
-------- -------
Cash flows from investing activities:
Additions to fixed assets.................................................... (184) (1,155)
Increase in other investments................................................ (1,340) ---
Purchase of marketable securities............................................ (9,800) ---
-------- -------
Net cash used in investing activities........................................ (11,324) (1,155)
-------- -------
Cash flows from financing activities:
Station representation contract payments..................................... (6,229) (9,026)
Purchases of treasury stock.................................................. --- (12)
-------- -------
Net cash used in financing activities........................................ (6,229) (9,038)
-------- -------
Net decrease in cash and cash equivalents.................................... (25,158) (9,746)
Cash and cash equivalents, beginning of period............................... 66,725 32,962
-------- -------
Cash and cash equivalents, end of period..................................... $ 41,567 $23,216
======== =======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest paid.............................................................. $ 5,000 $ 4,972
Income taxes paid.......................................................... 37 403
Non-cash investing and financing activities:
Station representation contracts acquired.................................. $ 7,169 $ 2,919
======== =======
</TABLE>
The accompanying Notes to Unaudited Interim Consolidated Financial Statements
are an integral part of these statements.
-4-
<PAGE>
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 March 31, 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 ending 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 representation 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 which 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.
-5-
<PAGE>
Earnings (Loss) Per Share
Basic loss per share (EPS) for each of the respective periods have 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 10,340,629 and 5,908,904
for the three months ended March 31, 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 10,340,629 and 5,908,904
for the three months ended March 31, 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 $2,907 and $2,599 for the three months ended
March 31, 2000 and 1999, respectively, and adjusted EBITDA (income excluding
contract termination revenue before interest, taxes, depreciation and
amortization) of $1,635 and $266, respectively.
3. Stockholders' Equity
In January 2000, the Company's ESOP 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.
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. The program will be implemented at the Company's discretion
depending upon market conditions. As of March 31, 2000, no shares had been
repurchased under this program.
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 March 31, 2000, the Company had $8 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.
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.
-6-
<PAGE>
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 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.
-7-
<PAGE>
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, their 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 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.
-8-
<PAGE>
Results of Operations
Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
Commission revenue. Commission revenue for the first quarter of 2000
increased to $20.1 million, or approximately 14.8%, from $17.5 million in the
comparable 1999 period. This $2.6 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 first quarter of 2000.
Contract termination revenue. Contract termination revenue in the first
quarter of 2000 decreased to $0.8 million from $2.5 million in the first quarter
of 1999, a decrease of $1.7 million, or 67.7%. This decrease was attributable to
the fact that fewer large contracts were terminated in the first quarter as
compared to the comparable 1999 period. The value of representation contracts
acquired or terminated during the last few years has generally tended to
increase due to the factors discussed above.
Selling expenses. Selling expenses for the first three months of 2000
increased to $15.6 million from $14.6 million during the comparable 1999 period.
This increase of $1.0 million, or approximately 6.3%, 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 first quarter of 2000, as compared to
$0.2 million in the first quarter of 1999.
General and administrative expenses. General and administrative expenses
for the first quarter of 2000 increased modestly to $2.9 million from $2.6
million for first quarter of 1999. This $0.3 million or 11.8% increase reflected
new expenses related to our becoming a public company.
Depreciation and amortization. Depreciation and amortization decreased to
$5.6 million, or 41.1%, during the first quarter of 2000, from $9.5 million in
the comparable 1999 period. This decrease of $3.9 million was primarily due to
the completion of the amortization of certain representation contracts.
Operating loss. Operating loss decreased by $3.6 million, or 53.2%, for the
first quarter of 2000 to $3.1 million, as compared to a loss of $6.7 million
during the comparable 1999 period for the reasons discussed above.
Interest expense, net. Interest expense, net decreased $0.6 million, or
23.2%, to $1.8 million for the first quarter of 2000, from $2.4 million for the
first quarter 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 decreased by $1.7
million to approximately $2.0 million for the first quarter of 2000 compared to
$3.7 million for the comparable 1999 period, as a result of the decrease in the
amount of the operating loss discussed above.
Net Loss. Our net loss after tax of approximately $2.9 million for the
first three months of 2000, a $2.5 million decrease from the $5.4 million loss
for the comparable 1999 period, was due to the reasons discussed above. Due to
the seasonality of our business, the first quarter is normally our weakest
quarter.
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 March 31,
3000, we had cash and cash equivalents of $41.6 million, marketable securities
of $9.8 million and working capital of $82.0 million.
-9-
<PAGE>
Cash used by operating activities during the first quarter of 2000 was $7.6
million, as compared to cash provided by operating activities of $0.45 million
during the first quarter of 1999. This fluctuation was primarily attributable
to changes in receivables pertaining to representation contract buyouts. As
noted above, the first quarter is normally our weakest quarter due to
seasonality.
Net cash used in investing activities is primarily attributable to capital
expenditures and investments in private companies. Net cash used in investing
activities was $11.3 million in the first three 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 $6.2 million during the first
quarter of 2000 was used for acquisitions of representation contracts.
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.
-10-
<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.
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 March 31, 2000
-11-
<PAGE>
SIGNATURES
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.
April 12, 2000 By /s/ William J. McEntee, Jr.
--------------------------------
William J. McEntee, Jr.
Vice President and
Chief Financial Officer
-12-
<PAGE>
EXHIBIT INDEX
27.1 Financial Data Schedule.
-13-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF OPERATIONS AND CONSOLIDATED BALANCE SHEETS OF INTEREP
NATIONAL RADIO SALES, INC. AND SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 41,567
<SECURITIES> 0
<RECEIVABLES> 34,834
<ALLOWANCES> 2,203
<INVENTORY> 0
<CURRENT-ASSETS> 131,019
<PP&E> 23,752
<DEPRECIATION> 18,185
<TOTAL-ASSETS> 214,750
<CURRENT-LIABILITIES> 49,040
<BONDS> 100,000
0
0
<COMMON> 103
<OTHER-SE> (15,434)
<TOTAL-LIABILITY-AND-EQUITY> 214,750
<SALES> 20,106
<TOTAL-REVENUES> 20,916
<CGS> 0
<TOTAL-COSTS> 24,063
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,829
<INCOME-PRETAX> (4,976)
<INCOME-TAX> (2,040)
<INCOME-CONTINUING> (2,936)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,936)
<EPS-BASIC> (0.28)
<EPS-DILUTED> (0.28)
</TABLE>
