<PAGE>
FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[x] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 1997 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 0-20065
PREMIERE RADIO NETWORKS, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
IRS Employer Identification No.: 95-4083971
15260 Ventura Boulevard, Suite 500, Los Angeles, California 91403-5339
(Address of principal executive offices, including ZIP code)
(818)377-5300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to the filing
requirements for at least the past 90 days.
Yes [x] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date (net of shares held in treasury
on such date):
Class Number of Shares Outstanding
- ----- ----------------------------
Common Stock, $0.01 par value At May 9, 1997: 3,657,567
Class A Common Stock, $0.01 par value At May 9, 1997: 4,260,695
Transitional Small Business disclosure format (check one): Yes [ ] No [x]
<PAGE>
PREMIERE RADIO NETWORKS, INC.
March 31, 1997
INDEX
Page Number(s)
--------------
PART I- FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
Index 2
Condensed Consolidated Balance Sheets at March 31, 1997 (Unaudited)
and December 31, 1996 3
Condensed Consolidated Income Statements for the Three Months Ended
March 31, 1997 and 1996 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1997 and 1996 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements 6 - 9
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10 - 14
PART II- OTHER INFORMATION
ITEM 1. Legal Proceedings 15
ITEM 6. Exhibits and Reports on Form 8-K 15
Signature Page 16
2
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PREMIERE RADIO NETWORKS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
--------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $11,583,633 $14,776,436
Accounts receivable, net 6,973,406 7,165,928
Notes receivable from officer/employees 94,472 98,172
Recoverable income taxes -- 213,828
Deferred income taxes 1,000,993 1,000,993
Prepaid expenses and other assets 953,453 739,208
----------- -----------
Total current assets 20,605,957 23,994,565
Notes receivable from officer/employees 666,955 668,356
Investments 4,070,928 4,215,268
Property and equipment, net 2,375,395 2,318,939
Acquired program library and program networks, net 1,358,186 1,368,223
Intellectual property, net 28,046,988 14,002,048
Other assets 894,472 998,558
----------- -----------
Total assets $58,018,881 $47,565,957
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 2,217,194 $ 1,535,429
Accrued payroll, bonuses and retirement plan
contribution 424,645 830,788
Income taxes payable 362,300 15,920
Deferred revenue 250,000 250,000
Current portion of notes payable 100,000 505,932
----------- -----------
Total current liabilities 3,354,139 3,138,069
Notes payable, less current portion 50,107 75,125
Deferred revenue 1,516,800 1,516,800
Deferred income taxes 3,725,784 --
Other liabilities 258,482 258,482
Stockholders' equity
Common stock 36,541 35,927
Class A common stock 42,883 40,414
Additional paid-in-capital 40,997,167 34,617,213
Retained earnings 10,372,157 9,834,325
Less cost of common stock held in treasury (2,335,179) (1,950,398)
----------- -----------
Total stockholders' equity 49,113,569 42,577,481
----------- -----------
Total liabilities and stockholders' equity $58,018,881 $47,565,957
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
3
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PREMIERE RADIO NETWORKS, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1997 1996
---- ----
<S> <C> <C>
Revenue:
Gross revenue $ 8,242,056 $5,549,130
Less: agency commissions 1,052,009 672,200
----------- ----------
Net operating revenue 7,190,047 4,876,930
Operating expenses:
Production, programming and promotions 2,266,200 1,618,838
Selling, general and administrative 2,897,144 2,013,186
Depreciation and amortization 1,073,143 411,630
----------- ----------
Total operating expenses 6,236,487 4,043,654
----------- ----------
Operating income 953,560 833,276
Other income and expenses:
Interest income, net 154,758 258,457
Other income, net 16,000 11,770
----------- ----------
Income before minority interest and
income taxes 1,124,318 1,103,503
Minority interest in loss of joint venture -- 9,077
Income before income taxes 1,124,318 1,112,580
Provision for income taxes 461,465 447,000
----------- ----------
Net income $ 662,853 $ 665,580
----------- ----------
Earnings per share:
Primary earnings per share $ 0.07 $ 0.08
----------- ----------
Primary weighted average shares outstanding 10,230,421 8,926,935
----------- ----------
Fully diluted earnings per share $ 0.06 $ 0.07
----------- ----------
Fully diluted weighted average shares outstanding 10,285,389 8,991,628
----------- ----------
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
4
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PREMIERE RADIO NETWORKS, INC.
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1997 1996
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 662,853 $ 665,580
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sale of fixed assets -- (11,770)
Depreciation and amortization 1,073,143 411,629
Decrease in allowance for doubtful accounts -- (107,000)
Changes in operating assets and liabilities:
Accounts receivable 192,522 (639,495)
Income taxes 560,208 210,999
Prepaid expenses and other current assets (214,245) 686,666
Notes receivable from officer/employees 5,101 380,078
Other assets 5,086 26,406
Accounts payable and accrued liabilities 219,081 (360,004)
Deferred income -- (83,326)
Deferred income taxes (100,209) --
----------- -----------
Net cash provided by operating activities 2,403,540 1,179,763
INVESTING ACTIVITIES
Acquisition of property and equipment (256,704) (1,500,000)
Acquisition of intangible assets (4,897,590) (100,000)
Net proceeds from sale of property and equipment -- 20,000
----------- -----------
Net cash used in investing activities (5,154,294) (521,674)
FINANCING ACTIVITIES
Repayment of borrowings (440,307) (2,862,500)
Net proceeds from issuance of Class A common stock -- 22,031,304
Purchase of treasury stock (384,781) --
Exercise of stock options 383,039 32,850
Net cash (used in) provided by financing activities (442,049) 20,564,154
----------- -----------
(Decrease) increase in cash and cash equivalents (3,192,803) 21,222,243
Cash and cash equivalents at beginning of period 14,776,436 5,432,088
----------- -----------
Cash and cash equivalents at end of period $11,583,633 $26,654,331
----------- -----------
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
5
<PAGE>
PREMIERE RADIO NETWORKS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements of Premiere
Radio Networks, Inc. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information
and in accordance with the instructions to Form 10-QSB and Article 10 of
Regulation S-B. Accordingly, the financial statements do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of the
Company's management, all adjustments (consisting only of normal, recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the three-month period ended March 31, 1997 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 1997.
It is suggested that the accompanying unaudited condensed consolidated
financial statements be read in conjunction with the consolidated financial
statements and accompanying notes included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1996.
NOTE 2. EARNINGS PER SHARE
Earnings per share are based upon the combined weighted average number
of shares outstanding during each interim period which include, where
appropriate, the assumed exercise of dilutive stock options and warrants to
purchase common stock. In computing earnings per share for the three months
ended March 31, 1997 and 1996, the Company utilized the modified treasury
stock method which assumes the exercise of all outstanding options and
warrants to purchase common stock, and the use of the assumed proceeds
thereof to purchase up to a maximum of 20% of the then outstanding common
stock of the Company. Excess proceeds, if any, derived from the assumed
purchase of such shares are assumed to be utilized to first reduce the
outstanding balances of notes payable and second for investment in short
term, cash equivalent marketable securities.
As a result, for purposes of determining primary earnings per share for
the three months ended March 31, 1997 and 1996, net income has been adjusted
for the hypothetical reduction in interest expense ($3,546 and $7,911,
respectively), and for hypothetical interest income related to the assumed
investment in marketable securities ($14,914 and $1,933, respectively), such
adjustments having been made net of applicable income taxes.
Primary earnings per share for the three months ended March 31, 1997
and 1996 are based upon 10,230,421 and 8,926,935 weighted average number of
shares outstanding, respectively. Fully diluted earnings per share for the
three months ended March 31, 1997 and 1996 are based upon 10,285,389 and
8,991,628 weighted average number of shares outstanding, respectively.
6
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PREMIERE RADIO NETWORKS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
On March 13, 1996 the Company declared a one-for-two stock dividend of
Class A Common Stock, effected in the form of a three-for-two stock split, which
was paid on April 1, 1996 to all holders of the Company's Common Stock and Class
A Common Stock on the March 22, 1996 record date for such dividend (the "Class A
Dividend"). Per share earnings in each of the foregoing interim periods reflect
the Class A Dividend.
NOTE 3. ACCOUNTING CHANGE
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No.
128"). SFAS No. 128 establishes standards for computing and presenting earnings
per share ("EPS") and supersedes APB Opinion No. 15, "Earnings Per Share" ("APB
No. 15"). SFAS No. 128 replaces the presentation of primary EPS with a
presentation of basic EPS. Basic EPS excludes the dilutive effects, if any, of
common stock equivalents, and is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding during
the period. SFAS No. 128 also requires dual presentation of basic EPS and
diluted EPS on the face of the income statement for all periods presented.
Diluted EPS is computed similarly to fully diluted EPS pursuant to APB No. 15,
with certain modifications. SFAS No. 128 is effective for financial statements
issued for periods ending after December 15, 1997, including interim periods.
Early adoption is not permitted and the SFAS No. 128 requires restatement of all
prior-period EPS data presented after the SFAS No. 128's effective date.
The Company will adopt SFAS No. 128 effective with its 1997 year end. Pro
forma earnings per share data calculated in accordance with SFAS 128 for the
three months ended March 31, 1997 and 1996, is as follows:
THREE MONTHS ENDED
MARCH 31,
-------------------
1997 1996
---- ----
Net income $ 662,853 $ 665,580
Basic earnings per share $0.08 $0.10
Weighted average shares outstanding 7,848,888 6,928,396
Diluted earnings per share $0.07 $0.07
Weighted average shares outstanding 10,097,385 8,964,497
7
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PREMIERE RADIO NETWORKS, INC.
NOTE 4. ACQUISITION OF AFTER MIDNITE ENTERTAINMENT, INC.
On January 7, 1997, pursuant to the terms of an Agreement and Plan of
Merger By and Among the Company, After MidNite Entertainment, Inc. ("AME") and
the Shareholders of AME ("Merger Agreement"), a wholly-owned merger subsidiary
of the Company was merged into AME (the "Merger"). As a result of the Merger,
the Company owns 100% of the outstanding stock of AME. The Merger consideration
consisted of $3,900,000 cash and 400,000 shares of the Company's Class A Common
Stock. Under the terms of the Merger Agreement with AME, the Company has agreed
to pay additional consideration either in cash or additional shares of Class A
Common Stock, at its option, if the market value of the Class A Common Stock is
less than $16.00 per share one year from the closing date of the transaction.
Pursuant to the terms of the Merger Agreement, the former AME shareholders
have assumed all pre-acquisition accounts payable or other obligations of AME,
except for certain commitments under real property and equipment leases. In
addition, the former AME shareholders retained AME's pre-acquisition accounts
receivable and cash balances as of the closing date of the transaction. The
acquisition of AME has been accounted for by the Company as a purchase.
In connection with the acquisition of AME, the Company entered into various
agreements with a former shareholder of AME, whereby, among other things, the
Company paid the shareholder a transaction fee in the amount of $500,000. In
addition, the Company has agreed to retain the shareholder under a two-year
consulting agreement and the shareholder was nominated to the Company's board of
directors in January 1997.
The following summarized, unaudited pro-forma statements of operations give
effect to the acquisition of AME; and the Company's acquisitions of Cutler
Productions, Inc. and SJM Productions, Inc. (collectively "Cutler") in October
1996, and of Philadelphia Music Works, Inc. ("PMW") in September 1996 as if
these acquisitions had occurred at the beginning of each of the periods
presented, and after giving effect to certain adjustments, including the
inclusion of the operations of AME, Cutler and PMW and the issuance of 400,000
shares of the Class A Common Stock in connection with the acquisition of AME.
The summarized, unaudited pro-forma statements of operations do not purport to
be indicative of the results of operations that actually would have resulted had
the acquisitions of AME, Cutler and PMW occurred on the dates indicated, and is
not intended to be indicative of future results.
THREE MONTHS ENDED
MARCH 31,
-------------------
1997 1996
---- ----
Net operating revenue $7,190,000 $6,568,000
Operating income 954,000 365,000
Net income 663,000 391,000
Primary earnings per share $0.07 $0.04
Weighted average number of shares
outstanding 10,257,088 9,246,935
8
<PAGE>
PREMIERE RADIO NETWORKS, INC.
NOTE 5. SUBSEQUENT EVENT -- SALE OF 100% OF THE COMPANY'S COMMON STOCK TO JACOR
COMMUNICATIONS, INC.
On April 7, 1997, the Company and Archon Communications, Inc. announced
that they had signed definitive agreements with Jacor Communications, Inc.
("Jacor") pursuant to which Jacor will acquire 100% of the outstanding Common
Stock, Class A Common Stock and common stock equivalents of the Company for cash
and Jacor common stock valued at approximately $185 million or approximately $18
per share, consisting of $13.50 in cash with the balance in Jacor common stock.
The acquisition price is subject to adjustment in certain circumstances. Actual
closing of the merger transaction is subject to customary closing conditions.
9
<PAGE>
PREMIERE RADIO NETWORKS, INC.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
The Company is an independent creator, producer and distributor of
innovative comedy, entertainment and music related programs, and a supplier of
research and other services for the radio industry. Founded in 1987, the
Company's wide array of syndicated programs and research and other services are
utilized by more than 4,000 independently owned radio station affiliates located
in virtually every major market in the United States.
The Company presently produces and distributes 52 syndicated programs and
services which it distributes to radio station affiliates in exchange for
commercial broadcast time. The group of radio stations which contract with the
Company to broadcast a particular program or utilize one of its services
constitutes a "radio network." The Company derives a significant portion of its
revenues from selling the commercial broadcast time on its radio networks to
advertisers desiring national coverage. The Company also derives a portion of
its revenues by acting as an exclusive sales representative for third-party
network radio program producers, distributors and service providers.
This discussion should be read in conjunction with the financial
statements, related notes and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1996.
As a result of the Company's growth in sales representation services for
third-party program producers, its acquisitions of AME, Philadelphia Music
Works, Inc. ("PMW"), Cutler Productions, Inc. and SJM Productions, Inc.
(collectively "Cutler") and Broadcast Results Group, Inc. ("BRG"),
period-to-period results of operations may not be comparable, and the results of
operations for the three months ended March 31, 1997 may not be indicative of
results for the year ended December 31, 1997.
In the discussion and analysis set forth below, the Company discusses its
"EBITDA" and "EBITDA Margin". EBITDA consists of net income before interest,
provision for income taxes, depreciation and amortization, other income
(expense) and minority interest. EBITDA Margin is EBITDA as a percentage of net
operating revenue. EBITDA does not represent cash flows as defined by generally
accepted accounting principles and does not necessarily indicate that cash flows
are sufficient to fund all of the Company's liquidity requirements. EBITDA
should not be considered in isolation or as a substitute for net income, cash
from operating activities or other measures of liquidity determined in
accordance with generally accepted accounting principles. The Company believes
that EBITDA is a measure of financial performance widely used in the media and
broadcasting industries and is useful to investors as a measure of the Company's
financial performance.
10
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PREMIERE RADIO NETWORKS, INC.
CERTAIN FORWARD-LOOKING STATEMENTS
This Form 10-QSB, contains certain forward-looking statements and other
statements within the meaning of 21E of the Securities and Exchange Act of
1934. There can be no assurance that the Company has accurately identified
and properly weighed all of the factors which affect market conditions for
the Company's programs and services, that the public information regarding
market conditions and other factors upon which the Company has relied is
accurate or complete, or that the Company's analysis of the market and demand
for its commercial broadcast inventory, programs and services is correct and,
as a result, the strategy based upon such analysis will be successful.
Factors which could affect the market for the Company's commercial broadcast
inventory, programs and services include the competition for radio
advertising revenues, competition for advertising revenues with other media,
preferences of radio listeners and changes in the laws, rules and regulations
affecting the broadcast industry.
THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996
OPERATING REVENUE. Gross revenue for the three months ended March 31,
1997 and 1996 were $8.2 million and $5.5 million, respectively, representing
an increase of $2.7 million, or 49%. Net operating revenue increased $2.3
million, or 47% from $4.9 million for the three months ended March 31, 1996,
to $7.2 million for the three months ended March 31, 1997. These increases
were principally due to increased gross advertising revenues resulting from
acquisitions of other independent network radio programmers and service
providers of $2.2 million ($1.8 million net revenue) and the continued growth
in research services and the launch of new programs and services which were
offset, in part, by lower overall revenues on certain syndicated comedy
programs.
PRODUCTION, PROGRAMMING AND PROMOTIONS EXPENSES. Production,
programming and promotions expenses for the three months ended March 31,
1997 and 1996 were $2.3 million and $1.6 million, respectively, representing
an increase of $0.7 million, or 40%. As a percentage of net operating
revenue, production, programming and promotions expenses were 31.5% and 33.2%
for the three months ended March 31, 1997 and 1996, respectively,
representing a decrease as a percentage of net operating revenue of 1.7%.
The increase in production, programming and promotions expenses in absolute
dollars is attributable to $0.3 million from added production and programming
costs associated with the acquisitions of Cutler and PMW which were completed
during the later half of 1996 and the acquisition of AME on January 7, 1997;
and $0.3 million from costs associated with the production of new programs
and services. All of the acquisitions and new programs and services are
included in the Company's results of operations from their date of
acquisition or introduction.
The decrease in production, programming and promotions expense as a
percentage of net operating revenue was principally due to the effects of
higher overall levels of operating revenue and the nature of fixed and
semi-variable components of production, programming and promotions expenses.
11
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PREMIERE RADIO NETWORKS, INC.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the three months ended March 31, 1997 and 1996
were $2.9 million and $2.0 million, respectively, representing an increase of
$0.9 million or 44%. The increase in selling, general and administrative
expenses in terms of absolute dollars was due to the incremental overhead
costs associated with acquired companies such as Cutler, PMW and AME of $0.5
million, and increased salaries, sales and related costs associated with the
Company's growth in programming and services. As a percentage of net
operating revenue, selling, general and administrative expenses were 40.3%
and 41.3% during the three months ended March 31, 1997 and 1996,
respectively, representing a decrease as a percentage of net operating
revenue of 1.0%. The decrease in selling, general and administrative expenses
as a percentage of net operating revenues was principally due to the effects
of higher overall levels of gross operating revenue and the nature of fixed
and variable components of selling, general and administrative expenses.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
was $1.1 million and $0.4 million for the three months ended March 31, 1997
and 1996, respectively, representing an increase of $0.7 million, or 161%.
This increase was principally due to increased amortization expenses
associated with acquisitions of the intellectual properties of Cutler, PMW
and AME.
OPERATING INCOME. Operating income for the three months ended March
31, 1997 was $1.0 million, an increase of $0.1 million, or 14%, over the same
three-month period in 1996. The increased operating income was principally
due to higher operating revenue and the operating leverage occurring as a
result of the fixed and semi-variable nature of certain of the Company's
operating expenses, which was offset by higher depreciation and amortization
expense.
EBITDA AND EBITDA MARGIN. EBITDA, or net income before interest,
provision for income taxes, depreciation and amortization, other income
(expense) and minority interest, increased by $0.8 million to $2.0 million
during the three months ended March 31, 1997 as compared to $1.2 million
during the three months ended March 31, 1996. In addition, EBITDA as a
percentage of net operating revenue ("EBITDA Margin") increased from 25.5% to
28.1% during the three months ended March 31, 1996 as compared to the three
months ended March 31, 1997, respectively. The increased EBITDA and EBITDA
Margin were primarily attributable to higher overall net operating revenue
and the relatively fixed and semi-variable nature of certain of the Company's
operating costs.
OTHER INCOME. Other income (net) for the three months ended March 31,
1997 was $0.2 million, a decrease of $0.1 million as compared to the same
period in 1996. Other income for the three months ended March 31, 1996
included increased interest income (net) of $0.1 million attributable to the
Company's higher cash balances that were being invested in short-term, cash
equivalent marketable securities. The Company's decreased cash balance at
March 31, 1997 reflect the use of the Company's cash on hand to fund its
acquisitions of AME, Cutler and PMW. See "Liquidity and Capital Resources."
INCOME TAXES. The provision for income taxes for the three months
ended March 31, 1997 and 1996 was $0.5 million and $0.4 million,
respectively. The estimated effective tax rate utilized by the Company for
the three months ended March 31, 1997 was 41.0%, while the estimated
effective tax rate for the three months ended March 31, 1996 was 40.2%.
12
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PREMIERE RADIO NETWORKS, INC.
NET INCOME AND EARNINGS PER SHARE. Net income for the three months
ended March 31, 1997 and 1996 was $0.7 million, or $0.07 per share ($0.06 per
share fully diluted), and $0.7 million, or $0.08 per share ($0.07 per share
fully diluted), respectively. Primary earnings per share, which includes the
dilutive effects of stock options and warrants to purchase Common Stock and
Class A Common Stock, are based upon 10,230,421 and 8,926,935 weighted
average number of shares outstanding for the three months ended March 31,
1997 and 1996, respectively. Fully diluted earnings per share are based upon
10,285,389 and 8,991,628 weighted average number of shares outstanding for
the three months ended March 31, 1997 and 1996, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has financed its cash flow requirements
through cash flows generated from operations and financing activities.
Net cash provided by operating activities for the three months ended
March 31, 1997 and 1996 was $2.4 million and $1.2 million, respectively. The
increased cash flows from operations during the 1997 interim period was
principally due to increased operating income and changes in operating assets
and liabilities.
Net cash (used in) investing activities for the three months ended
March 31, 1997 and 1996 was $(5.2) million and $(0.5) million, respectively.
The increase in net cash (used in) investing activities during the 1997
interim period is primarily attributable to the acquisition of AME.
Net cash (used in) provided by financing activities for the three months
ended March 31, 1997 and 1996 were $(0.4) million and $20.6 million,
respectively. Net cash provided by financing activities during the 1996
interim period included approximately $22.0 million attributable to the net
proceeds generated from the sale of Class A Common Stock in January 1996
which was offset, in part, by the Company's repayment of bank debt.
The Company's working capital at March 31, 1997 was $17.3 million as
compared to $20.9 million at December 31, 1996. This decrease in working
capital was primarily attributable to the Company's acquisition of AME.
On July 28, 1995, the Company, Archon Communications, Inc. ("ACI") and
certain management stockholders entered into a Commitment Agreement pursuant
to which ACI agreed to purchase up to $10.8 million principal amount of
debentures (the "Debentures"). The Company's call rights with respect to the
Debentures expired on October 28, 1996.
In connection with the BRG acquisition, the Company issued a
non-interest bearing note in the face amount of $412,500 which was paid in
full in January 1997. In connection with the PMW acquisition, the Company
issued a 6.5% interest note payable in the face amount of $200,000 due in
eight equal quarterly installments principal plus accrued interest. In
addition, the Company amended and restated an August 29, 1995 agreement
pursuant to which it had entered into future commitments to acquire licenses
to three (3) production music libraries from Canary Productions, Inc.
("Canary"). Under the amended and restated agreement, the Company has
entered into future commitments to
13
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PREMIERE RADIO NETWORKS, INC.
acquire one (1) additional production music library, four (4) production
music libraries in total, from Canary. During February 1997, the Company paid
Canary a nominal amount for the first such library.
On January 25, 1996, the Company completed the sale of 1,500,000 shares
(of which 1,360,000 shares were sold by the Company and 140,000 shares by
certain management shareholders of the Company) of its Class A Common Stock
at $18.25 per share (after giving effect to the Stock Dividend, holders
received 2,250,000 shares of Class A Common Stock from the sale) pursuant to
a public offering, and received net proceeds (net of underwriting discounts,
commissions and expenses) of approximately $22.0 million.
Management believes that its available cash together with operating
revenues will be sufficient to fund the Company's working capital
requirements through December 31, 1997.
SEASONALITY
Although not readily detectible because of the impact of acquisitions,
the Company's revenues have historically been highest in the second and third
quarters and lowest in the first and fourth quarters. Other than sales
commissions paid to the Company's sales personnel, costs do not vary
significantly with respect to the seasonal fluctuation of revenues.
14
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PREMIERE RADIO NETWORKS, INC.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company may be a party to various legal actions
and complaints arising in the ordinary course of business. At the present
time, the Company is not a party to any such legal actions or complaints
which if adversely determined would have a material adverse effect on the
Company.
ITEM 6(a). EXHIBITS
10.28* Agreement and Plan of Merger By and Among Premiere Radio
Networks, Inc., After MidNite Entertainment, Inc. and the
Shareholders of After MidNite Entertainment, Inc. as of
January 1, 1997.
10.23* Consulting Agreement dated as of January 7, 1997 By and Between
Premiere Radio Networks, Inc. and Eric R. Weiss.
10.24* Transaction Agreement By and Between Premiere Radio Networks,
Inc. and Eric R. Weiss.
10.25* Employment Agreement between the Company and Daniel M. Yukelson,
dated January 1, 1997.
10.26* Employment Agreement between the Company and Timothy M. Kelly,
dated January 1, 1997.
11** Computation of Per Share Earnings.
ITEM 6(b). REPORTS ON FORM 8-K
The Company filed a Form 8-K dated January 20, 1997 regarding its
acquisition of After MidNite Entertainment, Inc.
The Company filed a Form 8-K dated March 19, 1997 regarding the election
of Eric R. Weiss to the Company's Board of Directors, and various agreements
between the Company and Mr. Weiss.
_________________
* Previously filed.
** Enclosed herewith.
15
<PAGE>
PREMIERE RADIO NETWORKS, INC.
Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PREMIERE RADIO NETWORKS, INC. (REGISTRANT)
By /s/ STEPHEN C. LEHMAN Date: May 9, 1997
---------------------
Stephen C. Lehman
Chairman of the Board, President
and Chief Executive Officer
By /s/ DANIEL M. YUKELSON Date: May 9, 1997
----------------------
Daniel M. Yukelson
Vice President/Finance and
Chief Financial Officer, and Secretary
(Principal Financial and Accounting Officer)
16
<PAGE>
PREMIERE RADIO NETWORK, INC.
EXHIBIT 11
COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1997
---------------------------------
PRIMARY FULLY DILUTED
------- -------------
<S> <C> <C> <C> <C>
1997 1996 1997 1996
---- ---- ---- ----
Weighted average shares outstanding 7,889,359 6,928,396 7,889,359 6,928,396
Net effect of dilutive stock options and warrants 2,341,062 1,998,539 2,396,030 2,063,232
---------- --------- ---------- ---------
Total 10,230,421 8,926,935 10,285,389 8,991,628
---------- --------- ---------- ---------
Net income $662,853 $665,580 $662,853 $665,580
Reduction in interest expense resulting from the assumed
exercise of stock options and warrants to purchase
common stock and the assumed reduction of outstanding
notes payable, net of income taxes 3,546 7,911 -- --
Increase in interest income resulting from the assumed
exercise of stock options and warrants to purchase common
stock and the assumed investment in short-term, cash
equivalent marketable securities, net of income taxes 14,914 1,933 -- --
---------- --------- ---------- ---------
Net income, as adjusted $681,313 $675,424 $662,853 $665,580
---------- --------- ---------- ---------
Per share amount $0.07 $0.08 $0.06 $0.07
----- ----- ----- -----
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 11,583,633
<SECURITIES> 0
<RECEIVABLES> 6,979,406
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20,605,959
<PP&E> 2,375,395
<DEPRECIATION> 0
<TOTAL-ASSETS> 58,018,881
<CURRENT-LIABILITIES> 3,354,139
<BONDS> 0
0
0
<COMMON> 79,424
<OTHER-SE> 49,034,145
<TOTAL-LIABILITY-AND-EQUITY> 58,018,881
<SALES> 0
<TOTAL-REVENUES> 7,190,047
<CGS> 0
<TOTAL-COSTS> 6,236,487
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (154,758)
<INCOME-PRETAX> 1,124,318
<INCOME-TAX> 461,465
<INCOME-CONTINUING> 662,853
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 662,853
<EPS-PRIMARY> .07
<EPS-DILUTED> .06
</TABLE>
