<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 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 33-92732
CAPSTAR RADIO BROADCASTING PARTNERS, INC.
(Formerly named Commodore Media, Inc.)
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 13-3034720
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
600 CONGRESS AVENUE
SUITE 1400
AUSTIN, TEXAS 78701
(Address of principal executive offices) (Zip Code)
</TABLE>
(512) 340-7800
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
AT NOVEMBER 7, 1997, 475,874,792 SHARES OF COMMON STOCK, PAR VALUE $.01 PER
SHARE, OF CAPSTAR RADIO BROADCASTING PARTNERS, INC. (THE "REGISTRANT"), WERE
OUTSTANDING.
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CAPSTAR RADIO BROADCASTING PARTNERS, INC. AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
<TABLE>
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PAGE
NUMBER
------
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PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets as of September 30, 1997
(unaudited) and December 31, 1996........................... 2
Consolidated Statements of Operations for the three months
ended September 30, 1997 and 1996 (unaudited)............... 3
Consolidated Statements of Operations for the nine months
ended September 30, 1997 and 1996 (unaudited)............... 4
Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 1997 and 1996 (unaudited)........ 5
Consolidated Statement of Stockholder's Equity (Deficit) for
the nine months ended September 30, 1997 (unaudited)........ 6
Notes to Consolidated Financial Statements (unaudited)...... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 17
Item 4. PART II -- OTHER INFORMATION
Submission of Matters to a Vote of Security Holders......... 26
Item 6. Exhibits and Reports on Form 8-K............................ 26
</TABLE>
1
<PAGE> 3
ITEM 1. FINANCIAL STATEMENTS.
CAPSTAR RADIO BROADCASTING PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
(UNAUDITED) (RESTATED)
(NOTE)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 11,477,591 $ 9,160,694
Accounts receivable, net of allowance for doubtful
accounts of $1,954,076 and $1,166,834 at September 30,
1997 and December 31, 1996, respectively................ 49,751,379 17,248,970
Note receivable........................................... 1,522,652 --
Refundable income taxes................................... -- 1,111,940
Prepaid expenses and other current assets................. 3,014,570 600,206
------------ ------------
Total current assets................................ 65,766,192 28,121,810
Property and equipment, net................................. 99,479,737 28,962,385
Intangibles and other, net.................................. 741,572,679 339,276,608
Other non-current assets.................................... 1,301,200 3,281,802
------------ ------------
Total assets........................................ $908,119,808 $399,642,605
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current portion of long-term debt......................... $ 115,406 $ 3,936,317
Accounts payable and accrued expenses..................... 17,537,445 7,849,752
Accrued interest.......................................... 8,120,427 996,474
Income taxes payable...................................... 1,938,359 --
------------ ------------
Total current liabilities........................... 27,711,637 12,782,543
Long-term debt, net of current portion...................... 301,272,524 152,233,972
Due to Parent............................................... 24,972,750 --
Deferred income taxes....................................... 91,227,213 83,608,220
------------ ------------
Total liabilities................................... 445,184,124 248,624,735
------------ ------------
Commitments and contingencies
Redeemable preferred stock:
GulfStar Communications, Inc., $.01 par value, 507,500
shares authorized, issued and outstanding at December 31,
1996, aggregate liquidation preference of $27,052,500 in
1996...................................................... -- 23,097,788
Stockholder's equity:
GULFSTAR COMMUNICATIONS, INC.:
Common stock, voting, $0.01 par value, 100,000 shares
authorized, 10,986 shares issued and outstanding at
December 31, 1996....................................... -- 109
Common stock, Class A, nonvoting, $0.01 par value, 60,000
shares authorized, 49,033 shares issued and outstanding
at December 31, 1996.................................... -- 490
Common stock, Class B, nonvoting, $0.01 par value, 10,000
shares authorized, no shares issued and outstanding at
December 31, 1996....................................... -- --
Common stock, Class C voting, $0.01 par value, 100,000
shares authorized, 3,172 shares issued and outstanding
at December 31, 1996.................................... -- 31
Additional paid-in capital................................ -- 11,871,525
Stock subscriptions receivable............................ -- (2,090,024)
Unearned compensation..................................... -- (1,518,120)
CAPSTAR RADIO BROADCASTING PARTNERS, INC.:
Common Stock, $.01 par value, 500,000,000 and 350,000
shares authorized, 475,874,792 and 106,757,000 shares
issued and outstanding at September 30, 1997 and
December 31, 1996, respectively......................... 4,758,747 1,067,570
Additional paid-in capital................................ 491,014,139 125,110,576
ACCUMULATED DEFICIT......................................... (32,837,202) (6,522,075)
------------ ------------
Total stockholder's equity.......................... 462,935,684 127,920,082
------------ ------------
Total liabilities and stockholder's equity.......... $908,119,808 $399,642,605
============ ============
</TABLE>
- ---------------
Note: The consolidated balance sheet at December 31, 1996 has been derived from
the audited consolidated financial statements at that date but does not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
The accompanying notes are an integral part of the consolidated financial
statements.
2
<PAGE> 4
CAPSTAR RADIO BROADCASTING PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
------------- -------------
(RESTATED)
<S> <C> <C>
Gross broadcast revenue..................................... $ 54,101,151 $ 9,634,201
Less: agency commissions.................................... (2,853,604) (985,861)
------------ -----------
Net broadcast revenue..................................... 51,247,547 8,648,340
Operating expenses:
Programming, technical and news........................... 8,411,833 1,984,310
Sales and promotion....................................... 14,723,603 2,596,832
General and administrative................................ 7,931,002 1,699,734
Direct programmed music and entertainment................. 3,880,232 --
Corporate expenses.......................................... 4,293,721 1,077,774
Depreciation and amortization............................... 8,032,633 639,744
------------ -----------
Operating income............................................ 3,974,523 649,946
Other expense:
Interest expense.......................................... (7,972,978) (1,340,772)
Other expenses, net....................................... (4,168,084) (128,003)
------------ -----------
Loss before benefit for income taxes and extraordinary
loss...................................................... (8,166,539) (818,829)
Benefit (provision) for income taxes........................ (883,853) 769,365
------------ -----------
Loss before extraordinary item.............................. (9,050,392) (49,464)
Extraordinary item, loss on early extinguishment of debt,
net of tax benefit of $883,853 and $457,429 for the three
months ended September 30, 1997 and 1996, respectively.... (1,442,076) (746,332)
------------ -----------
Net loss.................................................... (10,492,468) (795,796)
Dividends, accretion and redemption of preferred stock...... (5,378,859) (555,251)
------------ -----------
Net loss attributable to common stock....................... $(15,871,327) $(1,351,047)
============ ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE> 5
CAPSTAR RADIO BROADCASTING PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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<CAPTION>
FOR THE NINE MONTHS ENDED
------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
------------- -------------
(RESTATED)
<S> <C> <C>
Gross broadcast revenue..................................... $125,949,358 $23,386,654
Less: agency commissions.................................... (9,545,740) (2,316,627)
------------ -----------
Net broadcast revenue..................................... 116,403,618 21,070,027
Operating expenses:
Programming, technical and news........................... 19,916,085 5,009,129
Sales and promotion....................................... 32,038,225 6,269,570
General and administrative................................ 18,967,840 4,630,117
Direct programmed music and entertainment................. 7,973,052 --
Corporate expenses.......................................... 9,399,031 1,035,297
Corporate expenses -- noncash compensation.................. 10,817,712 --
Depreciation and amortization............................... 17,211,014 1,869,392
------------ -----------
Operating income............................................ 80,659 2,256,522
Other expense:
Interest expense.......................................... (18,541,279) (3,219,154)
Other expenses, net....................................... (4,155,353) (789,425)
------------ -----------
Loss before benefit for income taxes and extraordinary
loss...................................................... (22,615,973) (1,752,057)
Benefit (provision) for income taxes........................ (1,405,679) 532,903
------------ -----------
Loss before extraordinary item.............................. (24,021,652) (1,219,154)
Extraordinary item, loss on early extinguishment of debt,
net of tax benefit of $1,405,679 and $457,429 for the nine
months ended September 30, 1997 and 1996, respectively.... (2,293,475) (746,332)
------------ -----------
Net loss.................................................... (26,315,127) (1,965,486)
Dividends, accretion and redemption of preferred stock...... (7,071,557) (555,251)
------------ -----------
Net loss attributable to common stock....................... $(33,386,684) $(2,520,737)
============ ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE> 6
CAPSTAR RADIO BROADCASTING PARTNERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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<CAPTION>
FOR THE NINE MONTHS ENDED
------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
------------- -------------
(RESTATED)
<S> <C> <C>
Net cash (used in) provided by operating activities......... $ 566,877 $ (675,739)
Cash flows from investing activities:
Purchase of property and equipment........................ (7,539,344) (979,604)
Payments for deferred acquisition costs and intangible
assets................................................. (7,555,835) (888,565)
Proceeds from sale of assets.............................. 35,932,464 --
Acquisitions of stations and companies, net of cash
acquired............................................... (417,982,172) (13,819,266)
Other investing activities, net........................... (590,839) 121,272
------------- ------------
Net cash used in investing activities.................. (397,735,726) (15,566,163)
------------- ------------
Cash flows from financing activities:
Proceeds from issuance of common stock to Parent.......... 308,933,667 --
Proceeds from issuance of preferred stocks, net........... -- 24,881,932
Proceeds from issuance of debt............................ 199,225,392 --
Proceeds from credit facilities........................... 81,806,380 5,547,309
Payment of financing related costs........................ (16,601,506) --
Repayment of amounts borrowed............................. (164,911,761) (13,210,226)
Principal repayments on capital lease obligations......... (62,138) (38,330)
Advances from Parent...................................... 1,016,724 --
Redemption of preferred stock............................. (811,012) --
Dividends paid............................................ (9,110,000) --
------------- ------------
Net cash provided by financing activities.............. 399,485,746 17,180,685
------------- ------------
Net increase in cash and cash equivalents................... 2,316,897 938,783
Cash and cash equivalents at beginning of period............ 9,160,694 220,049
------------- ------------
Cash and cash equivalents at end of period.................. $ 11,477,591 $ 1,158,832
============= ============
Supplemental disclosure of cash flow information:
Cash payments during the year for:
Interest paid.......................................... $ 6,808,510 $ 3,391,816
============= ============
Taxes paid............................................. $ 191,243 $ --
============= ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
5
<PAGE> 7
CAPSTAR RADIO BROADCASTING PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
GULFSTAR COMMUNICATIONS, INC.
-----------------------------------------------------------------------------
CLASS A CLASS B CLASS C
COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK
----------------- ----------------- ----------------- -----------------
NUMBER PAR NUMBER PAR NUMBER PAR NUMBER PAR
OF SHARES VALUE OF SHARES VALUE OF SHARES VALUE OF SHARES VALUE
--------- ----- --------- ----- --------- ----- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GULFSTAR COMMUNICATIONS, INC.:
Balance at January 1, 1997,
(Restated)............................. 10,986 $ 109 49,033 $ 490 -- -- 3,172 $ 31
Issuance of Common stock............... 356 4 -- -- -- -- -- --
Conversion of Class A Common stock to
Class C Common stock................. -- -- (39,033) (390) -- -- 39,033 390
Dividends and accretion on Redeemable
preferred stock...................... -- -- -- -- -- -- -- --
Accrued interest on Stock subscriptions
receivable........................... -- -- -- -- -- -- -- --
Conversion of Class C Common stock to
Class A Common stock................. -- -- 10,102 101 -- -- (10,102) (101)
Payments received on Stock
subscriptions receivable............. -- -- -- -- -- -- -- --
Compensation expense................... -- -- -- -- -- -- -- --
CAPSTAR RADIO BROADCASTING PARTNERS,
INC.:
Issuances of Common stock.............. -- -- -- -- -- -- -- --
Equity contribution from Parent........ -- -- -- -- -- -- -- --
Issuances of shares in connection with
the GulfStar merger.................. (11,342) (113) (20,102) (201) -- -- (32,103) (320)
Redemption of preferred stock by
Parent............................... -- -- -- -- -- -- -- --
Dividends.............................. -- -- -- -- -- -- -- --
Net loss............................... -- -- -- -- -- -- -- --
------- ----- ------- ----- -- -- ------- -----
Balance at September 30, 1997........... -- -- -- -- -- -- -- --
======= ===== ======= ===== == == ======= =====
<CAPTION>
CAPSTAR RADIO
GULFSTAR COMMUNICATIONS, INC. BROADCASTING PARTNERS, INC.
------------------------------------------- ---------------------------------------
COMMON STOCK
ADDITIONAL STOCK ------------------------ ADDITIONAL
PAID-IN SUBSCRIPTIONS UNEARNED NUMBER OF PAR PAID-IN
CAPITAL RECEIVABLE COMPENSATION SHARES VALUE CAPITAL
------------ ------------- ------------ ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
GULFSTAR COMMUNICATIONS, INC.:
Balance at January 1, 1997,
(Restated)............................. $ 11,871,525 $(2,090,024) $(1,518,120) 106,757,000 $1,067,570 $125,110,576
Issuance of Common stock............... 299,621 (299,625) -- -- -- --
Conversion of Class A Common stock to
Class C Common stock................. -- -- -- -- -- --
Dividends and accretion on Redeemable
preferred stock...................... (1,692,698) -- -- -- -- --
Accrued interest on Stock subscriptions
receivable........................... 130,664 (130,664) -- -- -- --
Conversion of Class C Common stock to
Class A Common stock................. -- -- -- -- -- --
Payments received on Stock
subscriptions receivable............. -- 35,534 -- -- -- --
Compensation expense................... 7,232,032 -- 1,518,120 -- -- --
CAPSTAR RADIO BROADCASTING PARTNERS,
INC.:
Issuances of Common stock.............. -- -- -- 284,155,386 2,841,553 342,173,625
Equity contribution from Parent........ -- -- -- -- -- 37,849,796
Issuances of shares in connection with
the GulfStar merger.................. (12,462,285) 2,484,779 -- 84,962,406 849,624 40,572,230
Redemption of preferred stock by
Parent............................... (5,378,859) -- -- -- -- --
Dividends.............................. -- -- -- -- -- (54,692,088)
Net loss............................... -- -- -- -- -- --
------------ ----------- ----------- ----------- ---------- ------------
Balance at September 30, 1997........... -- -- -- 475,874,792 $4,758,747 $491,014,139
============ =========== =========== =========== ========== ============
<CAPTION>
TOTAL
(ACCUMULATED STOCKHOLDER'S
DEFICIT) EQUITY
------------ -------------
<S> <C> <C>
GULFSTAR COMMUNICATIONS, INC.:
Balance at January 1, 1997,
(Restated)............................. $ (6,522,075) $127,920,082
Issuance of Common stock............... -- --
Conversion of Class A Common stock to
Class C Common stock................. -- --
Dividends and accretion on Redeemable
preferred stock...................... -- (1,692,698)
Accrued interest on Stock subscriptions
receivable........................... -- --
Conversion of Class C Common stock to
Class A Common stock................. -- --
Payments received on Stock
subscriptions receivable............. -- 35,534
Compensation expense................... -- 8,750,152
CAPSTAR RADIO BROADCASTING PARTNERS,
INC.:
Issuances of Common stock.............. -- 345,015,178
Equity contribution from Parent........ -- 37,849,796
Issuances of shares in connection with
the GulfStar merger.................. -- 31,443,714
Redemption of preferred stock by
Parent............................... -- (5,378,859)
Dividends.............................. -- (54,692,088)
Net loss............................... (26,315,127) (26,315,127)
------------ ------------
Balance at September 30, 1997........... $(32,837,202) $462,935,684
============ ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
6
<PAGE> 8
CAPSTAR RADIO BROADCASTING PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(UNAUDITED)
NOTE 1 -- BASIS OF PRESENTATION
Information with respect to the three and nine month periods ended
September 30, 1997 and 1996 is unaudited. The accompanying unaudited
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the unaudited interim consolidated financial
statements contain all adjustments, consisting of normal recurring accruals,
considered necessary for a fair presentation. Operating results for the three
and nine month periods ended September 30, 1997, are not necessarily indicative
of the results that may be expected for the year ended December 31, 1997, or for
any other interim period. For further information, refer to the consolidated
financial statements and footnotes thereto for Capstar Radio Broadcasting
Partners, Inc. included in: Form 10-K for the year ended December 31, 1996 of
Capstar Radio Broadcasting Partners, Inc. (formerly named Commodore Media, Inc.)
and its Subsidiaries ("Capstar Radio" or the "Company") and the consolidated
financial statements and footnotes thereto for GulfStar Communications, Inc. and
Subsidiaries ("Former GulfStar") included in the Company's Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-25683), dated July 8, 1997.
The Company is a wholly owned subsidiary of Capstar Broadcasting Partners,
Inc. ("Capstar Partners") and all of the outstanding common stock of Capstar
Partners is owned by Capstar Broadcasting Corporation ("Capstar Broadcasting").
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries.
On October 16, 1996, Capstar Radio was acquired pursuant to a merger
agreement dated June 21, 1996 with Capstar Partners, a holding company
controlled by Hicks, Muse, Tate & Furst Equity Fund III, L.P. ("Hicks Muse
Equity, Fund III").
In June 1997, Capstar Broadcasting, a newly formed holding company,
acquired all of the issued and outstanding common stock of Capstar Partners in
exchange for common stock of Capstar Broadcasting.
In July 1997, Capstar Broadcasting acquired Former GulfStar, a company
controlled by the general partner of Hicks Muse Equity Fund III. The acquisition
was effected through a merger of Former GulfStar with and into a newly formed,
wholly owned subsidiary of Capstar Broadcasting, with this subsidiary as the
surviving corporation. Pursuant to the merger agreement, each share of Former
GulfStar's common stock was converted into the right to receive shares of
Capstar Broadcasting, subject to a conversion ratio calculated based on the
relative value of Capstar Broadcasting and Former GulfStar, principally
determined by utilizing projected broadcast cash flows for the year ending
December 31, 1998. Concurrently with the merger: (i) the surviving corporation
was renamed GulfStar Communications, Inc. ("GulfStar"), (ii) Capstar
Broadcasting exchanged its shares of GulfStar for additional shares of Capstar
Partners (iii) Capstar Partners exchanged its shares of GulfStar for additional
shares of Capstar Radio. As a result of the merger and its related transactions,
GulfStar became a wholly owned subsidiary of the Company. Due to the fact that
Capstar Broadcasting and GulfStar were under common control, the transfer of the
assets and liabilities of GulfStar have been accounted for at historical cost in
a manner similar to a pooling-of-interests except that the acquisition by
Capstar Broadcasting of the minority interest of Former GulfStar has been
accounted for by the purchase method. The accompanying consolidated financial
statements have been restated for all periods presented to give retroactive
effect to the merger and present the financial statements of GulfStar as the
historical consolidated financial statements of the Company for the periods
prior to
7
<PAGE> 9
CAPSTAR RADIO BROADCASTING PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Capstar Partners' acquisition of Capstar Radio on October 16, 1996, and the
combined consolidated results of operations for the periods that Capstar Radio
and GulfStar (collectively, the "Company") were under common control. The
restated financial statements also reflect the application of "push down"
accounting for the new basis of accounting for the purchased assets and assumed
liabilities in connection with Capstar Partners' acquisition of Capstar Radio on
October 16, 1996.
NOTE 2 -- RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128 "Earnings Per
Share" which establishes standards for computing and presenting earnings per
share. SFAS No. 128 is effective for financial statements issued for periods
ending after December 15, 1997.
In February 1997, the FASB issued SFAS No. 129, "Disclosure of Information
About Capital Structure." SFAS No. 129 consolidates the existing disclosure
requirements to disclose certain information about an entity's capital
structure. The statement is effective for financial statements issued for
periods ending after December 15, 1997.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income," which establishes standards for reporting and display of comprehensive
income and its components in a full set of general-purpose financial statements.
SFAS No. 130 is effective for fiscal years beginning after December 15, 1997.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information," which establishes standards for the way
that public business enterprises report information about operating segments in
annual financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas, and major customers. SFAS No. 131 is
effective for financial statements for periods beginning after December 15,
1997.
Management does not believe the implementation of SFAS No. 128, No. 129,
No. 130 and No. 131 will have a material effect on its consolidated financial
statements.
NOTE 3 -- CONSUMMATED ACQUISITIONS AND DISPOSITION (THROUGH SEPTEMBER 30, 1997)
In January 1997, the Company acquired substantially all of the assets of
Tippie Communications of CC, Inc., the owner of radio station KNCN-FM in Corpus
Christi, Texas. The acquisition cost was approximately $2.5 million in cash.
In February 1997, the Company acquired substantially all of the assets of
South Plains Broadcasting Company, Inc., the owner of radio stations KZII(FM)
and KFYO(AM) in Lubbock, Texas. The acquisition cost was approximately $3.2
million.
In February 1997, the Company acquired substantially all of the assets of
J. Thomas Development of N.M., Inc., et. al., owners of radio stations KTRA-FM
and KDAG-FM in Farmington, New Mexico, KCQL-AM in Aztec, New Mexico and KKFG-FM,
Bloomfield, New Mexico. The acquisition cost was approximately $6.3 million.
In February 1997, the Company acquired Osborn Communications Corporation
("Osborn"), subsequently renamed Southern Star Communications, Inc. ("Southern
Star"). Osborn owned and operated or provided services to 17 stations (11 FM and
6 AM). The acquisition cost was approximately $102.9 million, including
1,636,361 shares of the Company's common stock (having a fair value of $1.10 per
share).
In March 1997, the Company acquired from Noalmark Broadcasting Corporation
substantially all of the assets used or held for use in the operation of radio
stations KKIX-FM and KKZQ-FM in the
8
<PAGE> 10
CAPSTAR RADIO BROADCASTING PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Fayetteville and Lowell, Arkansas markets, respectively. The acquisition cost
was approximately $11.5 million.
In April 1997, the Company acquired substantially all of the assets of City
Broadcasting Co., Inc. (the "City Acquisition"), the owner and operator of two
radio stations (one FM and one AM), for approximately $3.0 million, EZY Com,
Inc., (the "EZY Acquisition"), the owner and operator of two radio stations (one
FM and one AM) for approximately $5.0 million and Roper Broadcasting, Inc. (the
"Roper Acquisition"), the owner and operator of one FM station for approximately
$4.0 million (the City Acquisition, EZY Acquisition and the Roper Acquisition
are collectively referred to as the "Space Coast Acquisitions"). The radio
stations acquired in the Space Coast Acquisitions serve the
Melbourne-Titusville-Cocoa, Florida Market.
In April 1997, the Company sold substantially all of the assets of three
radio stations (two FM and one AM) in the Ft. Myers, Florida market. The sales
price was approximately $11.0 million.
In May 1997, the Company acquired all of the outstanding capital stock of
Dixie Broadcasting, Inc. and Radio WBHP, Inc., the owners and operators of three
radio stations (one FM and two AM) in the Huntsville, Alabama market. The
acquisition cost was approximately $23.4 million.
In May 1997, the Company acquired substantially all of the assets of Fort
Smith FM, Inc., the owner and operator of two radio stations (one FM and one AM)
in Fort Smith, Arkansas. The acquisition cost was approximately $3.5 million.
In May 1997, the Company acquired substantially all of the assets of
Texarkana Broadcasting, Inc., the owners and operators of two FM radio stations
in Texarkana, Texas. The purchase price was approximately $5.0 million.
In May 1997, the Company acquired substantially all of the assets Taylor
Communications Corporation's two radio stations (one FM and one AM) in the
Tuscaloosa, Alabama market. The stations were managed by Osborn pursuant to a
local marketing agreement ("LMA") since December 1996. The acquisition cost was
approximately $1.3 million.
In June 1997, Capstar Broadcasting executed an agreement with GulfStar
whereby in July 1997, Capstar Broadcasting acquired GulfStar through a merger
(the "GulfStar Merger") (see Note 1). The Company also repaid approximately
$119.5 million of GulfStar's indebtedness, which was funded with the proceeds of
the Preferred Stock Offering, the Hicks Muse GulfStar Equity Investment and the
Capstar BT Equity Investment.
In July 1997, the Company acquired substantially all of the assets of
Community Pacific Broadcasting Company L.P. ("Community Pacific"), the owner and
operator of 11 radio stations (six FM and five AM) in four markets located in
the Western United States and Iowa, including Anchorage, Alaska, Modesto and
Stockton, California, and Des Moines, Iowa. The acquisition cost was
approximately $35.9 million.
In July 1997, the Company acquired substantially all of the assets of
Cavalier Communications L.P., the owner and operator of five radio stations
(four FM and one AM) in the Roanoke/Lynchburg, Virginia market. The acquisition
cost was approximately $8.3 million.
In July 1997, the Company acquired all of the capital stock of radio
station KIOC-FM, in Beaumont, Texas. The acquisition cost was approximately $2.6
million.
In August 1997, the Company acquired substantially all of the assets of
McForhun, Inc. and Livingston, Inc., the owners and operators of two radio
stations (one FM and one AM) in the Baton Rouge, Louisiana market. The
acquisition cost was approximately $8.0 million.
9
<PAGE> 11
CAPSTAR RADIO BROADCASTING PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In August 1997, Benchmark Communications Radio Limited Partnership, L.P.
("Benchmark") became an indirect wholly owned subsidiary of the Company through
a series of mergers and stock purchases (the "Benchmark Acquisition"). Benchmark
owns and operates 30 radio stations (20 FM and 10 AM) in 10 markets in the
Southeastern United States, including Dover, Delaware; Salisbury-Ocean City,
Maryland; Montgomery, Alabama; Shreveport, Louisiana; Jackson, Mississippi;
Statesville, North Carolina; Columbia, South Carolina; Greenville, South
Carolina; Roanoke-Lynchburg, Virginia; and Westchester, Virginia markets. The
acquisition cost was approximately $192.1 million. Due to FCC ownership limits,
the four stations acquired in the Jackson, Mississippi market were sold in
October 1997, as discussed in Note 4.
In August 1997, the Company acquired substantially all of the assets of The
Madison Radio Group, the owner and operator of six radio stations (four FM and
two AM) in the Madison, Wisconsin market. The acquisition cost was approximately
$41.6 million.
In August 1997, the Company acquired substantially all of the assets of
Emerald City Radio Partners, L.P. used or useful in the operation of radio
station WNOK-FM. The purchase price of the acquisition cost was approximately
$10.0 million.
In September 1997, the Company sold all of the outstanding capital stock of
Bryan Broadcasting Operating Company, Inc., an indirect wholly-owned subsidiary
of the Company ("BBOC"). BBOC owns and operates three radio stations (two FM and
one AM) in Bryan-College Station, Texas. The sales price was approximately
$600,000.
In September 1997, the Company acquired substantially all of the assets of
WRIS, Inc., the owner and operator of an FM radio station in the Salem, Virginia
market. The acquisition cost was approximately $3.4 million.
In September 1997, the Company acquired substantially all of the assets of
Booneville Broadcasting Company and Arklahoma Communications Company
(collectively, "Booneville"), the owners and operators of an FM radio station in
the Fort Smith, Arkansas market. The acquisition cost for Booneville was
approximately $1.6 million.
In September 1997, the Company contributed substantially all of the assets
of radio station WJBR-FM in Wilmington, Delaware to a newly formed limited
liability corporation.
For financial statement purposes, all of the acquisitions described above,
except for the GulfStar Merger, were accounted for using the purchase method of
accounting, with the purchase price allocated to the assets acquired
(principally intangible assets) and the liabilities assumed based on their
estimated fair values at the dates of acquisition. Certain of the recent
transactions are based on preliminary estimates of the fair value of the net
assets acquired and subject to final adjustment. The excess of purchase price
over the estimated fair value of the net assets acquired has been recorded as
FCC licenses and goodwill. The assets and liabilities of these acquisitions and
the results of their operations and cash flows for the period from the date of
acquisition are included in the accompanying consolidated financial statements.
10
<PAGE> 12
CAPSTAR RADIO BROADCASTING PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Unaudited proforma results of the Company for the aforementioned
acquisitions and dispositions which were completed during the nine months ended
September 30, 1997, as if they were purchased or sold on January 1, 1996 are as
follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
------------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Net revenue.............................................. 152,332 141,924
======== ========
Loss before extraordinary item........................... (22,675) (16,260)
======== ========
Net loss before dividends and accretion on preferred
stock.................................................. (24,968) (17,006)
======== ========
</TABLE>
NOTE 4 -- PENDING ACQUISITIONS AND DISPOSITION (AS OF SEPTEMBER 30, 1997)
In January 1997, the Company agreed to acquire substantially all of the
assets of Commonwealth Broadcasting of Arizona, L.L.C. ("Commonwealth").
Commonwealth owns and operates three radio stations (two FM and one AM) in Yuma,
Arizona. The purchase price will equal approximately $5.3 million payable in
cash. The Company has secured its obligation to consummate the acquisition by
placing into escrow a letter of credit in the amount of $262,500. The Company
anticipates that the acquisition will be consummated in January 1998.
In March 1997, the Company acquired an option to acquire substantially all
of the assets of Noalmark Broadcasting Corporation used or held for use in the
operation of two radio stations (one FM and one AM) in Longview, Texas. The
purchase price will equal approximately $2.4 million, payable in cash, of which
$1.0 million was paid in cash by the Company on the date of the agreement and
the Company has agreed to make payments at the closing under two noncompete
agreements in an aggregate amount equal to $800,000. In most circumstances, the
option payment is not refundable. The Company may exercise its option, in its
sole discretion, on or before March 2000. The Company and Noalmark entered into
an LMA in connection with the two stations, pursuant to which the Company
provides certain sales, programming and marketing services for the stations.
In June 1997, the Company agreed to acquire substantially all of the assets
of Quass Broadcasting Company ("Quass"). Quass owns and operates three radio
stations (two FM and one AM). The purchase price will equal approximately $14.9
million payable in cash. The Company has secured its obligation to consummate
the acquisition by placing into escrow a letter of credit in the amount of
$750,000. Subsequent to September 30, 1997, Quass has entered into an LMA, with
a third party, in connection with the AM station referred to above. The Company
anticipates that the acquisition will be consummated in January 1998.
In June 1997, the Company entered into an agreement to acquire all of the
outstanding preferred stock, common stock and common stock equivalents of
Patterson Broadcasting, Inc. ("Patterson"). The purchase price will equal
approximately $215.0 million payable in cash. The Company secured its obligation
to consummate the acquisition by placing into escrow a letter of credit in the
amount of $10 million. Patterson owns and operates 39 radio stations (25 FM and
14 AM) in the Savannah, Georgia; Allentown and Harrisburg, Pennsylvania; Fresno,
California; Honolulu, Hawaii; Battle Creek and Grand Rapids, Michigan; Reno,
Nevada; Springfield, Illinois; and Pensacola, Florida markets. FCC approval is
pending and the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, has not yet terminated. The U.S.
Department of Justice has raised an issue with the Company regarding the number
of radio stations that the Company will own in the Allentown-Bethlehem,
Pennsylvania area upon completion of the acquisition. In order to resolve this
matter, the Company has agreed with the U.S. Department of Justice to dispose of
two radio stations to
11
<PAGE> 13
CAPSTAR RADIO BROADCASTING PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
be acquired from Patterson in the Allentown-Bethlehem, Pennsylvania area. The
Company has already signed an agreement with Clear Channel Communications, Inc.
to dispose of these stations. The Company anticipates that the acquisition will
be consummated in February 1998.
In June 1997, the Company agreed to acquire substantially all of the assets
of Grant Radio Group, L.L.C. ("Grant"). Grant owns and operates one FM radio
station in Tuscaloosa, Alabama. The purchase price will equal approximately $3.2
million payable in cash. The Company has secured its obligation to consummate
the acquisition by placing into escrow cash in the amount of $160,000. The
Company anticipates that the acquisition will be consummated in December 1997.
In June 1997, the Company agreed to acquire substantially all of the assets
of Knight Radio, Inc., Knight Communications Corporation and Knight Broadcasting
of New Hampshire, Inc. (collectively, "Knight Quality"). Knight Quality owns and
operates eight radio stations (five FM and three AM) in various markets
including Portsmouth-Rochester and Manchester, New Hampshire, Burlington,
Vermont and Worcester, Massachusetts. The purchase price will equal
approximately $55.0 million payable in cash. The Company anticipates that the
acquisition will be consummated in January 1998.
In July 1997, the Company agreed to acquire substantially all the assets
used or useful in the operation of radio station KEPG-FM in Victoria, Texas. The
purchase price will equal approximately $32,500 payable in cash. There is
pending litigation not involving the Company regarding the FCC license for this
radio station which may affect the Company's ability to consummate the
acquisition. The Company can not predict when this matter will be resolved.
In August 1997, the Company agreed to acquire all of the assets of KOSO,
Inc. used or held for use in the operation of radio station KOSO-FM, in
Patterson, California. The purchase price will equal approximately $6.8 million.
The Company has secured its obligation to consummate the acquisition by placing
into escrow a letter of credit in the amount of $400,000. The Company expects
the acquisition to be consummated in January 1998.
In August 1997, the Company agreed to acquire all of the assets of KRNA,
Inc. used or held for use in the operation of radio station KRNA-FM in Iowa
City, Iowa. The purchase price will equal approximately $7.0 million. The
Company has secured its obligation to consummate the acquisition by placing into
escrow a letter of credit in the amount of $350,000. The Company expects the
acquisition to be consummated in January 1998.
In August 1997, the Company agreed to acquire all of the assets of KRNA,
Inc. used or held for use in the operation of radio station KXMX-FM, in Cedar
Rapids, Iowa. The purchase price will equal approximately $3.1 million. The
Company has secured its obligation to consummate the acquisition by placing into
escrow a letter of credit in the amount of $155,000. The Company expects the
acquisition to be consummated in January 1998.
In September 1997, the Company agreed to acquire all of the assets of East
Penn Broadcasting Company, Inc., a Delaware corporation, used or held for use in
the operation of an AM radio station in Allentown, Pennsylvania. The purchase
price will equal approximately $2.1 million, with approximately $1.0 million
payable in cash at closing and approximately $1.0 million in an unsecured
promissory note payable to seller. The Company has secured its obligation to
consummate the acquisition by placing into escrow a letter of credit in the
amount of $155,000. The Company currently provides certain sales and marketing
services to this station pursuant to a Joint Sales Agreement. The Company
expects the acquisition to be consummated in January 1998.
In September 1997, the Company agreed to acquire all of the assets of
McCarthy Wireless, Inc., a California corporation, used or held for use in the
operation of radio stations KNCQ-FM in Redding, California, KEWB-FM in Anderson,
California and KEGR-FM in Red Bluff, California. The purchase
12
<PAGE> 14
CAPSTAR RADIO BROADCASTING PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
price will equal approximately $6.2 million payable in cash. The Company has
secured its obligation to consummate the acquisition by placing into escrow a
letter of credit in the amount of $325,000. The Company expects the acquisition
to be consummated in January 1998.
In October 1997, the Company acquired substantially all of the assets of
Ameron Broadcasting, Inc., the owner and operator of three radio stations (two
FM and one AM) in the Birmingham, Alabama market. The acquisition cost for the
assets of Ameron was approximately $32.6 million in cash.
In October 1997, the Company acquired substantially all of the assets of
Griffith Broadcasting, Inc., the owner and operator of three FM radio stations
in the Huntsville, Alabama market. The acquisition cost was approximately $5.8
million in cash.
In October 1997, the Company acquired substantially all of the assets of
American General Media of Texas, Inc., the owner and operator of one FM radio
station in the Lubbock, Texas market. The purchase price was approximately $3.4
million in cash.
In October 1997, the Company acquired substantially all of the assets of
KLAW Broadcasting, Inc., the owner and operator of two FM radio stations in
Lawton, Oklahoma market. The acquisition cost was approximately $2.5 million in
cash.
In October 1997, the Company acquired substantially all of the assets of
KJEM-FM, the owner and operator of one FM radio station in the Fayetteville,
Arkansas market. The acquisition cost was approximately $2.0 million in cash.
In October 1997, the Company agreed to acquire all of the assets of Big
Chief Broadcasting Co., an Arkansas corporation, used or held for use in the
operation of radio stations KTCS-AM/FM in Ft. Smith, Arkansas. The purchase
price will equal approximately $9.0 million payable in cash. The Company has
secured its obligation to consummate the acquisition by placing into escrow a
letter of credit in the amount of $450,000. The closing is to be held after the
consent of the FCC to assign the broadcast license, and the Company expects the
acquisition to be consummated in January 1998.
In October 1997, the Company agreed to acquire all of the assets of Class
Act of Texas, Inc., a Texas corporation, used or held for use in the operation
of radio stations KTBQ-FM and KSFA-AM in Lufkin, Texas. The purchase price will
equal approximately $700,000 payable in cash. The Company has secured its
obligation to consummate the acquisition by placing into escrow a letter of
credit in the amount of $50,000. FCC approval is pending. The Company expects
the acquisition to be consummated in January 1998.
In October 1997, the Company entered into an agreement to sell
substantially all of the assets of four stations (two FM and two AM) in the
Jackson, Mississippi market to Clear Channel Radio, Inc. for approximately $20
million.
In October 1997, the Company agreed to acquire substantially all of the
assets of radio station WMHS (FM) in the Montgomery, Alabama market from John
Reynolds d/b/a Bentley Broadcast Association. Currently, the Company is
operating WMHS-FM under an LMA. The purchase price for WMHS-FM is approximately
$2.0 million. The Company expects the acquisition to be consummated in January
1998.
In November 1997, the Company agreed to acquire substantially all of the
assets of KATQ Radio, Inc. used or held for use in the operation of two radio
stations (one FM and one AM) in the Texarkana, Texas/Arkansas market. The
purchase price will equal approximately $640,000. The Company has secured its
obligation to consummate the acquisition by placing into escrow a letter of
credit in the amount of $30,000. The Company and KATQ Radio, Inc. expect to file
an application with the FCC for
13
<PAGE> 15
CAPSTAR RADIO BROADCASTING PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
approval to transfer control of such radio stations to the Company in November
1997. The Company expects the acquisition to be consummated in the first quarter
of 1998.
In November 1997, the Company agreed to acquire substantially all of the
assets of Americom II used or held for use in the operation of three radio
stations (two FM and one AM) in the Fresno, California market. The purchase
price will approximate $21.0 million. The Company has secured its obligation to
consummate the acquisition by placing into escrow a letter of credit in the
amount of $1.05 million. The Company and Americom II expect to file an
application with the FCC for approval to transfer control of such radio stations
to the Company in November 1997. The Company expects the acquisition to be
consummated in the first quarter of 1998.
In November 1997, the Company agreed to exchange substantially all of the
assets used or useful in the Company's operation of three radio stations (two FM
and one AM) in the Reno, Nevada market for substantially all of the assets used
in Americom Las Vegas Limited Partnership's operation of a FM radio station in
the Fresno, California market. The three stations to be exchanged by the Company
will be acquired from Patterson Broadcasting, Inc. in February 1998. The Company
has secured its obligation to consummate the exchange by placing into escrow a
letter of credit in the amount of $300,000. The Company and Americom Las Vegas
Limited Partnership expect to file an application with the FCC for approval to
transfer control of the radio stations in November 1997. The Company expects the
exchange to be consummated in the first quarter of 1998. The agreement with
Americom II and the agreement with Americom Las Vegas Limited Partnership are
conditioned upon the simultaneous consummation of the other agreement.
In November 1997, the Company sold substantially all of the assets of radio
station KASH-AM in Anchorage, Alaska to Chinook Concert Broadcasting, Inc. The
selling price was approximately $135,000 in cash.
In November 1997, the Company acquired substantially all of the assets of
COMCO Broadcasting, Inc. ("COMCO"), the owner and operator of six radio stations
(four FM and two AM) in the Anchorage and Fairbanks, Alaska markets. The
purchase price was approximately $6.7 million in cash.
As part of the Company's ongoing acquisition strategy, the Company is
continually evaluating certain other potential acquisition opportunities. As of
November 13, 1997, the Company has entered into 11 separate nonbinding letters
of intent to acquire and/or exchange substantially all of the assets of the
respective potential sellers used or useful in the operations of each seller's
radio stations, each of which is subject to various conditions, including the
ability of the Company to enter into a definitive agreement to acquire such
assets. No assurances can be given that definitive agreements will be entered
into to acquire such assets or that such acquisitions will be consummated.
NOTE 5 -- LONG-TERM DEBT
On June 17, 1997, the Company issued (the "Capstar Radio Notes Offering")
$200.0 million in aggregate principal amount of its 9 1/4% Senior Subordinated
Notes due 2007. The proceeds from the issuance of such subordinated notes were
used to finance acquisitions by the Company during the quarter ended September
30, 1997. On September 16, 1997, the Company exchanged its 9 1/4% Senior
Subordinated Notes due 2007 (the "1997 Notes"), which were registered under the
Securities Act, for all of the outstanding 9 1/4% Senior Subordinated Notes due
2007 previously issued on June 17, 1997. The terms of the 1997 Notes are
identical in all material respects to the subordinated notes issued on June 17,
1997, except that the 1997 Notes do not bear restrictive legends restricting the
transfer thereof. The 1997 Notes, which mature on July 1, 2007, are general
unsecured obligations of the Company and rank pari passu in right of payment to
the Company's 13 1/4% Senior Subordinated Notes due 2003 (the "1995 Notes").
Interest on the 1997 Notes is payable semi-annually on January 1 and
14
<PAGE> 16
CAPSTAR RADIO BROADCASTING PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
July 1 of each year, commencing on January 1, 1998. The 1997 Notes are
redeemable at the option of the Company, in whole or in part, on or after July
1, 2002, at the redemption prices set forth in the indenture governing the 1997
Notes, plus accrued and unpaid interest to the date of redemption. In addition,
prior to July 1, 2001, the Company may, at its option, redeem up to 25% of the
aggregate principal amount of the 1997 Notes originally issued with the net cash
proceeds of one or more Public Equity Offerings or Major Asset Sales (both as
defined in the indenture governing the 1997 Notes), at the redemption prices set
forth in the indenture; provided, however, that after any such redemption there
is outstanding at least 75% of the aggregate principal amount of the 1997 Notes
originally issued.
On February 20, 1997, the Company entered into a credit facility (the
"Former Credit Facility") with various banks and Bankers Trust Company, as
administrative agent, which consisted of a $50.0 million revolving loan
facility. On August 12, 1997, the Company amended and restated the Former Credit
Facility (the "Credit Facility"). The Credit Facility consists of a $200.0
million revolving loan facility, and an additional $150 million of multiple
advancing term loans subject to future commitment availability from the banks
party to the Credit Facility. $75.0 million of the revolving loan facility is
available to the Company for the issuance of letters of credit. Indebtedness
under the Credit Facility is collateralized by the grant of a first priority
perfected pledge of the Company's assets, including, without limitation, the
capital stock of its subsidiaries. Capstar Broadcasting, Capstar Partners and
all of the direct and indirect subsidiaries of Capstar Partners (other than the
Company) have guaranteed the Credit Facility, which guarantees have been
collateralized by grants of a first priority perfected pledge of substantially
all of their assets, including Capstar Broadcasting's pledge of capital stock of
Capstar Partners and Capstar Partners' pledge of the capital stock of the
Company. Borrowings under the Credit Facility bear interest at floating rates
and require interest payments on varying dates depending on the interest rate
option selected by the Company. All loans outstanding under the Credit Facility
will mature 2004. As of November 12, 1997, a principal balance of $72.2 million
(excluding $19.9 million of outstanding letters of credit) was outstanding under
a Credit Facility and approximately $106.7 million would have been available for
borrowing thereunder.
NOTE 6 -- STOCKHOLDER'S EQUITY
On February 20, 1997, the Company amended its Certificate of Incorporation
to reflect a new capital structure consisting of 350,000,000 authorized shares
of common stock, par value $.01 per share ("Common Stock"). Immediately upon the
filing of the amendment, each previously issued share of Class A common stock,
par value $.01 per share, and Class B common stock, par value $.01 per share, of
the Company was converted into 106,757,000 shares of Common Stock. The
consolidated financial statements have been adjusted retroactively to reflect
this conversion.
At various dates during 1997, the Company issued a total of 284,155,386
shares of common stock to Capstar Partners, its sole stockholder, at purchase
prices ranging from $1.10 to $1.33 per share. The net proceeds were used in part
to fund various acquisitions and retire existing indebtedness of the Company and
the companies that were acquired.
On February 20, 1997 Capstar Partners exchanged 1,636,361 shares of common
stock, par value $.01 per share, of Capstar Partners having a deemed value of
$1.8 million for shares of common stock of Osborn also having a deemed value of
$1.8 million as part of the purchase price of the acquisition of Osborn and
contributed its interest in Osborn to the Company. In addition, during 1997,
Capstar Partners paid $1 million of expenses previously recorded as deferred
acquisition costs related to the Capstar Radio Acquisition. The Company has
reflected these contributions as additional paid-in capital.
In June 1997, the Company amended its Certificate of Incorporation to
increase the number of authorized shares of Common Stock to 500,000,000 shares.
15
<PAGE> 17
CAPSTAR RADIO BROADCASTING PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In July 1997, the Company dividended the common stock of Pacific Star to
Capstar Partners. The common stock of Pacific Star was valued at approximately
$34 million. In September 1997, the Company issued Capstar Partners 25,550,442
shares of Common Stock at a purchase price of $1.33 per share for the
contribution of the common stock of Pacific Star back to the Company.
In connection with the July 1997 GulfStar Merger (See "Item 1. Financial
Statements -- Note 1"), the Company recorded $5.4 million relating to the
premium paid for the redemption of GulfStar's preferred stock.
In August 1997, the Company issued 1,578,943 shares of common stock to
Capstar Partners at a purchase price of $1.33 per share relating to the
Benchmark Acquisition.
In September 1997, the Company declared and paid to Capstar Partners cash
dividends totaling approximately $9.1 million relating to (i) the Bryan, Texas
disposition and (ii) funds to be used in the acquisition of Cavalier
Communications L.P. (approximately $8.3 million).
In September 1997, the Company declared a dividend to Capstar Partners for
$11.6 million.
NOTE 7 -- DIRECT PROGRAMMED MUSIC AND ENTERTAINMENT
The Company, through Southern Star, distributes programmed music (primarily
MUZAK) in certain markets in the southeast. Revenue and costs associated with
the distribution of the programmed music are included in gross broadcast revenue
and direct programmed music and entertainment, respectively, in the 1997
consolidated statement of operations from the date of the acquisition of Osborn
in February 1997.
NOTE 8 -- EXTRAORDINARY ITEM
On February 20, 1997, in connection with the financing of the acquisition
of Osborn, the Company repaid its outstanding loan balance (including principal
and interest) under the Company's senior credit facility (the "AT&T Credit
Facility") with AT&T Commercial Finance Corporation and recognized an
extraordinary loss of approximately $868,000 as a result of the write off of
unamortized deferred financing costs plus a prepayment penalty. In July 1997 and
in connection with the GulfStar Merger, the Company recorded an extraordinary
loss on early extinguishment of certain GulfStar debt of approximately $1.4
million.
16
<PAGE> 18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion of the consolidated financial condition and
results of operations of the Company should be read in conjunction with the
consolidated financial statements and related notes thereto. The following
discussion contains certain forward-looking statements that reflect the
Company's current views with respect to future events and financial performance
and involve risks and uncertainties. The words "anticipate," "believe,"
"expect," "plan," "intend," "estimate," "project," "will," "could," "may" and
similar expressions are intended to identify forward looking statements. The
Company's actual results could differ materially and adversely from those
discussed herein. Factors that could cause or contribute to such differences
include, but are not limited to, risks and uncertainties relating to leverage,
the need for additional funds, consummation of the pending acquisitions,
integration of the recently completed acquisitions, the ability of the Company
to achieve certain cost savings, the ability of the Company to compete
effectively, the management of growth, the introduction of new technology,
changes in the regulatory environment, the popularity of radio as a broadcasting
and advertising medium and changing consumer tastes. The Company undertakes no
obligation to publicly release the results of any revisions to these
forward-looking statements that may be made to reflect any future events or
circumstances.
THE COMPANY
As of September 30, 1997, the Company owns and operates, provides
programming to or sells advertising on behalf of 165 radio stations located in
43 markets. This represents growth from June 3, 1997 of 95 radio stations and 25
markets. Following completion of the pending acquisitions and the pending
dispositions, the Company will own and operate, provide programming to or sell
advertising on behalf of 245 radio stations located in 61 markets.
The performance of a radio station group, such as the Company, is
customarily measured by its ability to generate Broadcast Cash Flow. "Broadcast
Cash Flow" is defined as operating income before corporate expenses, noncash
compensation expense and depreciation and amortization. Although Broadcast Cash
Flow is not a measure of performance calculated in accordance with generally
accepted accounting principles ("GAAP"), the Company believes that Broadcast
Cash Flow is accepted by the broadcasting industry as a generally recognized
measure of performance and is used by analysts who report publicly on the
performance of broadcasting companies. Nevertheless, this measure should not be
considered in isolation or as a substitute for operating income, net income, net
cash provided by operating activities or any other measure for determining the
Company's operating performance or liquidity which is calculated in accordance
with GAAP.
The primary source of the Company's revenue is the sale of advertising time
on its radio stations. The Company's most significant station operating expenses
are employee salaries and commissions, programming expenses and advertising and
promotional expenditures. The Company strives to control these expenses by
working closely with local station management.
The Company's revenues are primarily affected by the advertising rates its
radio stations can obtain in the face of competition from radio and other media.
The Company's advertising rates are in large part based on a station's ability
to attract audiences in the demographic groups targeted by its advertisers, as
measured principally by Arbitron (an independent rating service) on a quarterly
basis. Because audience ratings in local markets are crucial to a station's
financial success, the Company endeavors to develop strong listener loyalty. The
Company believes that the diversification of formats on its stations helps to
insulate it from the effects of changes in the musical tastes of the public in
any particular format. The number of advertisements that can be broadcast
without jeopardizing listening levels (and the resulting ratings) is limited in
part by the format of a particular station. The Company's stations strive to
maximize revenue by constantly managing the number of commercials available for
sale and adjusting prices based upon local competitive conditions. In the
broadcasting industry, radio stations often utilize trade (or barter) agreements
which exchange advertising time for goods or
17
<PAGE> 19
services (such as travel or lodging), instead of for cash. The Company seeks to
minimize its use of such agreements. The Company's advertising contracts are
generally short-term. Advertising revenue is either from local advertising or
national advertising. To generate national advertising sales, the Company
engages independent advertising sales representatives that specialize in
national sales for each of its stations.
The radio broadcasting industry is highly competitive and the Company's
stations are located in highly competitive markets. The financial results of
each of the Company's stations are dependent to a significant degree upon its
audience ratings and its share of the overall advertising revenue within the
station's geographic market. Each of the Company's stations competes for
audience share and advertising revenue directly with over FM and AM radio
stations, as well as with other media, including newspapers and television,
within their respective markets. The Company's audience ratings and market share
are subject to change, and any adverse change in audience rating and market
share in any particular market could have a material and adverse effect on the
Company's net revenues. Although the Company competes with other radio stations
with comparable programming formats in most of its markets, if another station
in the market were to convert its programming format to a format similar to one
of the Company's radio stations, if a new radio station were to adopt a
competitive format, or if an existing competitor were to strengthen its
operations, the Company's stations could suffer a reduction in ratings or
advertising revenue and could require increased promotional and other expenses.
In addition, certain of the Company's stations compete, and in the future other
stations may compete, with groups of stations in a market operated by a single
operator. As a result of the Telecommunication Act of 1996 (the "Telecom Act")
the radio broadcasting industry has become increasingly consolidated, resulting
in the existence of radio broadcasting companies which are significantly larger,
with greater financial resources, than the Company. Furthermore, the Telecom Act
will permit other radio broadcasting companies to enter the markets in which the
Company operates or may operate in the future. Although the Company believes
that each of its stations is able to compete effectively in its market, there
can be no assurance that any of the Company's stations will be able to maintain
or increase current audience ratings and advertising revenue market share. The
Company's stations also compete with other advertising media such as newspapers,
television, magazines, billboard advertising, transit advertising and direct
mail advertising. Radio broadcasting is also subject to competition from new
media technologies that are being developed or introduced, such as the delivery
of audio programming by cable television systems or the introduction of digital
audio broadcasting. The Company cannot predict the effect, if any, which these
technologies may have on the radio broadcasting industry.
The Company's revenues vary throughout the year. As is typical in the radio
broadcasting industry, the Company's first calendar quarter generally produces
the lowest revenues for the year, and the fourth calendar quarter generally
produces the highest revenues for the year. The Company's radio operating
results in any period may be affected by the incurrence of advertising and
promotion expenses that do not necessarily produce commensurate revenues until
the impact of the advertising and promotion is realized in future periods. The
Company anticipates that the second and third quarters will reflect the highest
revenues from the Company's concert promotion activities.
Because the Company has incurred substantial indebtedness for its
acquisitions for which it has significant debt service requirements, and because
the Company has significant charges for noncash compensation, dividends and
accretion on preferred stock and depreciation and amortization expense related
to the fixed assets and intangibles acquired in its acquisitions, the Company
expects that it will report net losses attributable to common stock for the
foreseeable future, which losses may be greater than those historically
experienced by the Company.
RESULTS OF OPERATIONS
The Company's consolidated financial statements tend not to be directly
comparable from period to period due to acquisition and disposition activity.
The major acquisitions in 1997, all of which have
18
<PAGE> 20
been accounted for using the purchase method of accounting, except for the
GulfStar Merger, and major dispositions were as follows:
In January 1997, the Company acquired substantially all of the assets of
Tippie Communications of CC, Inc., the owner of radio station KNCN-FM in Corpus
Christi, Texas. The acquisition cost was approximately $2.5 million.
In February 1997, the Company acquired substantially all of the assets of
South Plain Broadcasting Company, Inc., the owner of radio stations KZII(FM) and
KFYO(AM) in Lubbock, Texas. The acquisition cost was approximately $3.2 million.
In February 1997, the Company acquired substantially all of the assets of
J. Thomas Development of N.M., Inc., et. al., owners of radio stations KTRA-FM
and KDAG-FM in Farmington, New Mexico, KCQL-AM in Aztec, New Mexico and KKFGFM,
Bloomfield, New Mexico. The acquisition cost was approximately $6.3 million
In February 1997, the Company acquired Osborn Communications Corporation
("Osborn"), subsequently renamed Southern Star Communications, Inc. ("Southern
Star"). Osborn owned and operated or provided services to 17 stations (11 FM and
6 AM). The acquisition cost was approximately $102.9 million, including
1,636,361 shares of common stock (having a deemed value of $1.10 per share).
In March 1997, the Company acquired from Noalmark Broadcasting Corporation
substantially all of the assets used or held for use in the operation of radio
stations KKIX-FM and KKZQ-FM in the Fayettville and Lowell, Arkansas markets,
respectively. The acquisition cost was approximately $11.5 million.
In April 1997, the Company acquired substantially all of the assets of City
Broadcasting Co., Inc. (the "City Acquisition"), the owner and operator of two
radio stations (one FM and one AM), for approximately $3.0 million, EZY Com,
Inc., (the "EZY Acquisition"), the owner and operator of two radio stations (one
FM and one AM) for approximately $5.0 million and Roper Broadcasting, Inc. (the
"Roper Acquisition"), the owner and operator of one FM station for approximately
$4.0 million (the City Acquisition, EZY Acquisition and the Roper Acquisition
are collectively referred to as the "Space Coast Acquisitions"). The radio
stations acquired in the Space Coast Acquisitions serve the
Melbourne-Titusville-Cocoa, Florida Market.
In April 1997, the Company sold substantially all of the assets of three
radio stations (two FM and one AM) in the Ft. Myers, Florida market. The sales
price was approximately $11.0 million.
In May 1997, the Company acquired all of the outstanding capital stock of
Dixie Broadcasting, Inc. and Radio WBHP, Inc., the owners and operators of three
radio stations (one FM and two AM) in the Huntsville, Alabama market. The
acquisition cost was approximately $23.0 million.
In May 1997, the Company acquired substantially all of the assets of Fort
Smith FM, Inc., the owner and operator of two radio stations (one FM and one AM)
in Fort Smith, Arkansas. The acquisition cost was approximately $3.5 million.
In May 1997, the Company acquired substantially all of the assets of
Texarkana Broadcasting, Inc., the owners and operators of two FM radio stations
in Texarkana, Texas. The purchase price was approximately $5.0 million.
In May 1997, the Company acquired substantially all of the assets Taylor
Communications Corporation's two radio stations (one FM and one AM) in the
Tuscaloosa, Alabama market. The stations were managed by Osborn pursuant to a
local marketing agreement ("LMA") since December 1996. The acquisition cost was
approximately $1.3 million.
In June 1997, Capstar Broadcasting executed an agreement with GulfStar
whereby in July 1997, Capstar Broadcasting acquired GulfStar through a merger
(the "GulfStar Merger") (see Note 1). The Company also repaid approximately
$119.5 million of GulfStar's indebtedness, which was funded with
19
<PAGE> 21
the proceeds of the Preferred Stock Offering, the Hicks Muse GulfStar Equity
Investment and the Capstar BT Equity Investment.
In July 1997, the Company acquired substantially all of the assets of
Community Pacific Broadcasting Company L.P. ("Community Pacific"), the owner and
operator of 11 radio stations (six FM and five AM) in four markets located in
the Western United States and Iowa, including Anchorage, Alaska, Modesto and
Stockton, California, and Des Moines, Iowa. The acquisition cost was
approximately $35.9 million.
In July 1997, the Company acquired substantially all of the assets of
Cavalier Communications L.P., the owner and operator of five radio stations
(four FM and one AM) in the Roanoke/ Lynchburg, Virginia market. The acquisition
cost was approximately $8.3 million.
In July 1997, the Company acquired all of the capital stock of radio
station KIOC-FM, in Beaumont, Texas. The purchase price was approximately $2.6
million.
In August 1997, the Company acquired substantially all of the assets of
McForhun, Inc. and Livingston, Inc., the owners and operators of two radio
stations (one FM and one AM) in the Baton Rouge, Louisiana market. The
acquisition cost was approximately $8.0 million.
In August 1997, Benchmark Communications Radio Limited Partnership, L.P.
("Benchmark") became an indirect wholly owned subsidiary of the Company through
a series of mergers and stock purchases (the "Benchmark Acquisition"). Benchmark
owns and operates 30 radio stations (20 FM and 10 AM) in 10 markets in the
Southeastern United States, including Dover, Delaware; Salisbury-Ocean City,
Maryland; Montgomery, Alabama; Shreveport, Louisiana; Jackson, Mississippi;
Statesville, North Carolina; Columbia, South Carolina; Greenville, South
Carolina; Roanoke-Lynchburg, Virginia; and Westchester, Virginia markets. The
acquisition cost was approximately $192.1 million. Due to FCC ownership limits,
the four stations acquired in the Jackson, Mississippi market were sold in
October 1997. See "Item 1. Financial Statements -- Note 4".
In August 1997, the Company acquired substantially all of the assets of The
Madison Radio Group, the owner and operator of six radio stations (four FM and
two AM) in the Madison, Wisconsin market. The acquisition cost was approximately
$41.6 million.
In August 1997, the Company acquired substantially all of the assets of
Emerald City Radio Partners, L.P. used or useful in the operation of radio
station WNOK-FM. The acquisition cost was approximately $10.0 million.
In September 1997, the Company sold all of the outstanding capital stock of
Bryan Broadcasting Operating Company, Inc., an indirect wholly-owned subsidiary
of the Company ("BBOC"). BBOC owns and operates three radio stations (two FM and
one AM) in Bryan-College Station, Texas. The sales price was approximately
$600,000.
In September 1997, the Company acquired substantially all of the assets of
WRIS, Inc., the owner and operator of an FM radio station in the Salem, Virginia
market. The acquisition cost was approximately $3.4 million.
In September 1997, the Company acquired substantially all of the assets of
Booneville Broadcasting Company and Arklahoma Communications Company
(collectively, "Booneville"), the owners and operators of an FM radio station in
the Fort Smith, Arkansas market. The acquisition cost for Booneville was
approximately $1.6 million.
In September 1997, the Company contributed substantially all of the assets
of radio station WJBR-FM in Wilmington, Virginia to a newly formed limited
liability corporation.
20
<PAGE> 22
The following table presents summary consolidated financial data of the
Company (as restated) for the three months ended September 30, 1997 and 1996.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
------------- -------------
<S> <C> <C>
OPERATING DATA:
Net broadcast revenue................................ $ 51,247,547 $ 8,648,340
Station operating expenses........................... 34,946,670 6,280,876
Corporate expenses................................... 4,293,721 1,077,774
Depreciation and amortization........................ 8,032,633 639,744
Operating income..................................... 3,974,523 649,946
Interest expense..................................... 7,972,978 1,340,772
Net loss attributable to common stock........ $ (15,871,327) $ (1,351,047)
OTHER DATA:
Broadcast cash flow(1)............................... $ 16,300,877 $ 2,367,464
Broadcast cash flow margin........................... 31.8% 27.4%
EBITDA(2)............................................ $ 12,007,156 $ 1,289,690
</TABLE>
- ---------------
(1) Broadcast cash flow consists of operating income before corporate expenses,
non-cash stock option compensation expense and depreciation and
amortization.
(2) EBITDA consists of operating income before depreciation and amortization.
Three Months Ended September 30, 1997 Compared to Three Months Ended September
30, 1996
Net Broadcast Revenue. Net broadcast revenue increased $42.6 million or
492.6% to $51.2 million for the three months ended September 30, 1997 from $8.6
million for the three months ended September 30, 1996. Net broadcast revenue
increases are a result of the continuing acquisitions of the Company through
September 30, 1997.
Station Operating Expenses. Station operating expenses increased $28.7
million or 456.4% to $34.9 million for the three months ended September 30, 1997
from $6.3 million for the three months ended September 30, 1996. The increase is
attributable to additional operating expenses as a result of continuing
acquisitions of the Company through September 30, 1997.
Broadcast Cash Flow. As a result of the factors described above, broadcast
cash flow increased approximately $13.9 million or 588.5% to $16.3 million for
the three months ended September 30, 1997 from $2.4 million for the same period
in 1996. The broadcast cash flow margin was 31.8% for the three months ended
September 30, 1997 compared to 27.4% for the same period in 1996.
Corporate Expenses. Corporate expenses increased approximately $3.2 million
or 298.4% to approximately $4.3 million for the three months ended September 30,
1997 from approximately $1.1 for the same period in 1996. This increase was
primarily due to the additional corporate expense associated with the Company's
parent and other radio station operations from acquisitions in 1997.
Other Operating Expenses. Depreciation and amortization increased $7.4
million to $8.0 million for the three months ended September 30, 1997 from
approximately $640,000 for the three months ended September 30, 1996 primarily
due to the various acquisitions consummated during 1996 and 1997.
Operating Income. As a result of the factors described above, the Company's
results for the three months ended September 30, 1997 reflected an operating
income of $4.0 million compared to $650,000 for the three months ended September
30, 1996.
Interest Expense. Interest expense increased approximately $6.6 million or
494.7% to $8.0 million for the three months ended September 30, 1997 from $1.3
million for the three months ended September 30, 1996. The increase is primarily
attributable to additional borrowings under the Company's credit facility to
fund the Company's acquisitions.
21
<PAGE> 23
Net Loss Attributable to Common Stock. As a result of the factors described
above, the Company recorded net loss of $15.9 million for the three months ended
September 30, 1997 as compared to a net loss attributable to common stock of
$1.4 million for the three months ended September 30, 1996.
EBITDA. As a result of the factors described above, EBITDA increased
approximately $10.7 million or 831.0% to $12.0 million for the three months
ended September 30, 1997 from $1.3 million for the three months ended September
30, 1996. The EBITDA margin for the three months ended September 30, 1997 was
23.4% compared to 14.9% for the same period in 1996.
The following table presents summary consolidated financial data of the
Company (as restated) for the nine months ended September 30, 1997 and 1996.
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
------------- -------------
<S> <C> <C>
OPERATING DATA:
Net broadcast revenue................................ $ 116,403,618 $ 21,070,027
Station operating expenses........................... 78,895,202 15,908,816
Corporate expenses................................... 9,399,031 1,035,297
Corporate expenses -- noncash compensation........... 10,817,712 --
Depreciation and amortization........................ 17,211,014 1,869,392
Operating income..................................... 80,659 2,256,522
Interest expense..................................... 18,541,279 3,219,154
Net loss attributable to common stock........ $ (33,386,684) $ (2,520,737)
OTHER DATA:
Broadcast cash flow(1)............................... $ 37,508,416 $ 5,161,211
Broadcast cash flow margin........................... 32.2% 24.5%
EBITDA(2)............................................ $ 17,291,673 $ 4,125,914
Net cash (used in) provided by operating
activities........................................ $ 566,877 $ (675,739)
Net cash used in investing activities................ $(397,735,726) $(15,566,163)
Net cash provided by financing activities............ $ 399,485,746 $ 17,180,685
</TABLE>
- ---------------
(1) Broadcast cash flow consists of operating income before corporate expenses,
corporate expenses -- noncash compensation expense and depreciation and
amortization.
(2) EBITDA consists of operating income before depreciation and amortization.
Nine Months Ended September 30, 1997 Compared to Nine Months Ended September
30, 1996
Net Broadcast Revenue. Net broadcast revenue increased $95.3 million or
452.5% to $116.4 million for the nine months ended September 30, 1997 from $21.1
million for the nine months ended September 30, 1996. Net broadcast revenue
increases are a result of the continuing acquisitions of the Company through
September 30, 1997.
Station Operating Expenses. Station operating expenses increased $63.0
million or 395.9% to $78.9 million for the nine months ended September 30, 1997
from $15.9 million for the nine months ended September 30, 1996. The increase is
attributable to additional operating expenses as a result of continuing
acquisitions of the Company through September 30, 1997.
Broadcast Cash Flow. As a result of the factors described above, broadcast
cash flow increased approximately $32.3 million or 626.7% to $37.5 million for
the nine months ended September 30, 1997 from $5.2 million for the same period
in 1996. The broadcast cash flow margin was 32.2% for the nine months ended
September 30, 1997 compared to 24.5% for the same period in 1996.
Corporate Expenses. Corporate expenses, including noncash compensation,
increased approximately $19.2 million or 1,852.8% to approximately $20.2 million
for the nine months ended September 30, 1997 from approximately $1.0 million for
the same period in 1996. This increase was primarily
22
<PAGE> 24
due to the additional corporate expense associated with the Company's parent,
and other radio station operations acquired during 1996 and 1997. During the
nine months ended September 30, 1997, the Company recognized approximately $10.8
million of noncash compensation expense.
Other Operating Expenses. Depreciation and amortization increased $15.3
million to $17.2 million for the nine months ended September 30, 1997 from
approximately $1.9 million for the nine months ended September 30, 1996
primarily due to the various acquisitions consummated during 1996 and 1997.
Operating Income. As a result of the factors described above, the Company's
results for the nine months ended September 30, 1997 reflected an operating
income of $80,659 compared to $2.3 million for the nine months ended September
30, 1996. The decrease is primarily attributable to the increased depreciation
and amortization expense.
Interest Expense. Interest expense increased approximately $15.3 million or
476.0% to $18.5 million for the nine months ended September 30, 1997 from $3.2
million for the nine months ended September 30, 1996. The increase is primarily
attributable to additional borrowings under the Company's credit facility to
fund the Company's acquisitions.
Net Loss Attributable to Common Stock. As a result of the factors described
above, net loss increased approximately $30.9 million to $33.4 million for the
nine months ended September 30, 1997 from $2.5 million for the nine months ended
September 30, 1996.
EBITDA. As a result of the factors described above, EBITDA increased
approximately $13.2 million or 319.1% to $17.3 million for the nine months ended
September 30, 1997 from $4.1 million for the nine months ended September 30,
1996. The EBITDA margin for the nine months ended September 30, 1997 was 14.9%
compared to 19.6% for the same period in 1996.
LIQUIDITY AND CAPITAL RESOURCES
Pursuit of the Company's acquisition strategy has required a significant
portion of the Company's capital resources. See "Item 1. Financial
Statements -- Notes 3 and 4." As a result of the financing of its acquisitions,
the Company has a substantial amount of long-term indebtedness, and for the
foreseeable future, the Company will use a large percentage of its cash to make
payments under the Credit Facility, the 1995 Notes and the 1997 Notes.
In October 1996, the Company assumed the 1995 Notes in connection with the
acquisition of Commodore Media, Inc. The 1995 Notes are limited in aggregate
principal amount to $76.8 million and bear interest at a rate of 13 1/4% per
annum, of which only 7 1/2% is payable in cash up to May 1, 1998. Beginning on
May 1, 1998, the 1995 Notes will bear cash interest at a rate of 13 1/4% per
annum until maturity. The 1995 Notes require semi-annual cash interest payments
on each May 1 and November 1 of $2.9 million through May 1, 1998, and $5.2
million from November 1, 1998, until maturity. On June 17, 1997, the Company
issued the 1997 Notes. Interest on the 1997 Notes is payable semi-annually on
January 1 and July 1 of each year, commencing on January 1, 1998, at a rate of
9 1/4% per annum. The 1997 Notes mature on July 1, 2007. The Company entered
into the Credit Facility in August 1997, which provides for, among other things,
borrowings of up to $200.0 million under a revolving credit facility. Borrowings
under the Credit Facility bear interest at floating rates and require interest
payments on varying dates depending on the interest rate option selected by the
Company. As of November 12, 1997, a principal balance of $72.2 million
(excluding $19.9 million of outstanding letters of credit) was outstanding under
the Credit Facility and approximately $106.7 million would have been available
for borrowing thereunder.
In addition to debt service, the Company's principal liquidity requirements
will be for working capital and general corporate purposes, including capital
expenditures, which are not expected to be material in amount, and to consummate
its pending acquisitions and, as appropriate opportunities arise, to acquire
additional radio stations. The Company intends to fund the aggregate purchase
price for its pending acquisitions with borrowings under the Credit Facility and
a combination of indebted-
23
<PAGE> 25
ness of Capstar Broadcasting, Capstar Partners and/or the Company and/or capital
stock of Capstar Broadcasting or its subsidiaries. The Company anticipates that
it will fund the pending acquisitions with indebtedness, rather than capital
stock, to the fullest extent then permitted under the debt incurrence covenants
contained in the indentures governing the 1997 Notes, the 1995 Notes and the
Credit Facility. The Company has not determined the terms of any such
indebtedness or capital stock. The Company's ability to make such borrowings and
issue such indebtedness and capital stock will depend upon many factors,
including, but not limited to, the Company's success in operating and
integrating its radio stations and the condition of the capital markets at the
times of consummation of its pending acquisitions. No assurances can be given
that such financings can be consummated on terms considered to be favorable by
management or at all.
Management believes that the proceeds from the commitment by Hicks, Muse,
Tate & Furst Equity Fund III, L.P. ("HM Fund III") and its affiliates to invest
an additional $50.0 million in equity of Capstar Broadcasting (for which Capstar
Broadcasting has committed to issue capital stock in exchange therefor) and cash
from operating activities, together with available revolving credit borrowings
under the Credit Facility, should be sufficient to permit the Company to fund
its operations and meet its obligations under the agreements governing its
existing indebtedness. The Company may require financing for additional future
acquisitions, if any, and there can be no assurance that it would be able to
obtain such financing for on terms considered to be favorable by management.
Management evaluates potential acquisition opportunities on an on-going basis
and has had, and continues to have, preliminary discussions concerning the
purchase of additional stations. The Company expects that in connection with the
financing of future acquisitions, it may consider disposing of stations in its
markets.
Net cash provided by (used in) operating activities was $567,000 and
$(676,000) for the nine-month periods ended September 30, 1997 and 1996,
respectively. Changes in the Company's net cash provided by operating activities
are primarily the result of the Company's completed acquisitions and station
operating agreements entered into during the periods and their effects on income
from operations and working capital requirements.
Net cash used in investing activities was $397.7 million and $15.6 million
for the nine-month periods ended September 30, 1997 and 1996, respectively. Net
cash provided by financing activities was $399.5 million and $17.2 million for
the nine-month periods ended September 30, 1997 and 1996, respectively. These
cash flows primarily reflect the borrowings, capital contributions and
expenditures for station acquisitions and dispositions and includes the effects
of the acquisition of Capstar Radio in October 1996.
EXTRAORDINARY ITEM
In connection with the acquisition of Osborn, the Company repaid the AT&T
Credit Facility. The repayment of the AT&T Credit Facility resulted in an
extraordinary loss of approximately $868,000 as a result of the write off of
unamortized deferred financing costs plus a prepayment penalty. In July 1997 and
in connection with the GulfStar Merger, the Company recorded an extraordinary
loss on early extinguishment of certain GulfStar debt of approximately $1.4
million.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, the FASB issued SFAS No. 128 "Earnings Per Share" which
establishes standards for computing and presenting earnings per share. SFAS No.
128 is effective for financial statements issued for periods ending after
December 15, 1997.
In February 1997, the FASB issued SFAS No. 129 "Disclosure of Information
About Capital Structure" which establishes disclosure requirements for an
entity's capital structure. SFAS No. 129 is effective for financial statements
issued for periods ending after December 15, 1997.
24
<PAGE> 26
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income," which establishes standards for reporting and display of comprehensive
income and its components in a full set of general-purpose financial statements.
SFAS No. 130 is effective for fiscal years beginning after December 15, 1997.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Restated Information," which establishes standards for the way
that public business enterprises report information about operating segments in
annual financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas, and major customers. SFAS No. 131 is
effective for financial statements for periods beginning after December 15,
1997.
Management does not believe the implementation of SFAS No. 128, No. 129,
No. 130 and No. 131 will have a material effect on its consolidated financial
statements.
25
<PAGE> 27
PART II -- OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Pursuant to the written consent of Capstar Partners, the sole stockholders
of the Company, dated as of August 8, 1997, Capstar Partners elected Eric C.
Neuman as the sole director of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
4.1 -- Amendment No. 11 to Indenture, dated as of April 21,
1995, among the Registrant, IBJ Schroder Bank & Trust
Company, as Trustee, and the guarantors named therein,
governing Capstar Radio's 13 1/4% Senior Subordinated
Notes due 2003.(1)
10.1 -- Agreement and Plan of Merger dated June 16, 1997, by and
among GulfStar Communications, Inc., Capstar Broadcasting
Corporation ("Capstar Broadcasting"), CBC-GulfStar Merger
Sub, Inc. and the stockholders listed therein.(2)
10.2 -- First Amendment to Employment Agreement dated February
14, 1997, effective July 1, 1997, among Capstar
Broadcasting Partners, Inc. ("Capstar Partners"), Capstar
Broadcasting, and R. Steven Hicks.(1)
10.3 -- Employment Agreement dated July 1, 1997, between Capstar
Broadcasting and Paul D. Stone.(2)
10.4 -- Employment Agreement dated July 1, 1997, between Capstar
Broadcasting and William S. Banowsky, Jr.(2)
10.5 -- Employment Agreement dated September 22, 1997, between
Capstar Broadcasting and Steven Dinetz.(1)
10.6 -- Employment Agreement dated September 22, 1997, between
Capstar Broadcasting and Eric W. Neumann.(1)
27.1 -- Financial Data Schedule.*
</TABLE>
- ---------------
* Previously filed.
(1) Incorporated by reference to Capstar Partner's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997. File No. 333-25683.
(2) Incorporated by reference to Capstar Partners' Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-25683), dated July 8, 1997.
(b) Reports on Form 8-K
During the quarter ended September 30, 1997, the following reports on Form
8-K were filed:
Current Report on Form 8-K/A dated May 1, 1997, relating to the Company's
acquisition of Dixie Broadcasting, Inc. and Radio WBHP, Inc. Item 7 was
reported.
Current Report on Form 8-K dated July 8, 1997, relating to the Company's
acquisition of GulfStar Communications, Inc. and Community Pacific Broadcasting
L.P. Items 2 and 7 were reported.
Current Report on Form 8-K/A dated July 8, 1997, relating to the Company's
acquisition of GulfStar Communications, Inc. and Community Pacific Broadcasting
L.P. Item 7 was reported.
Current Report on Form 8-K dated August 6, 1997, relating to the Company's
acquisition of Benchmark Communications Radio Limited Partnership. Items 2 and 7
were reported.
26
<PAGE> 28
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.
CAPSTAR RADIO BROADCASTING
PARTNERS, INC.
By: /s/ PAUL D. STONE
----------------------------------
Paul D. Stone
Executive Vice President
Date: March 27, 1998
27
<PAGE> 29
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
4.1 -- Amendment No. 11 to Indenture, dated as of April 21,
1995, among the Registrant, IBJ Schroder Bank & Trust
Company, as Trustee, and the guarantors named therein,
governing Capstar Radio's 13 1/4% Senior Subordinated
Notes due 2003.(1).......................................
10.1 -- Agreement and Plan of Merger dated June 16, 1997, by and
among GulfStar Communications, Inc., Capstar Broadcasting
Corporation ("Capstar Broadcasting"), CBC-GulfStar Merger
Sub, Inc. and the stockholders listed therein.(2)........
10.2 -- First Amendment to Employment Agreement dated February
14, 1997, effective July 1, 1997, among Capstar
Broadcasting Partners, Inc. ("Capstar Partners"), Capstar
Broadcasting, and R. Steven Hicks.(1)....................
10.3 -- Employment Agreement dated July 1, 1997, between Capstar
Broadcasting and Paul D. Stone.(2).......................
10.4 -- Employment Agreement dated July 1, 1997, between Capstar
Broadcasting and William S. Banowsky, Jr.(2).............
10.5 -- Employment Agreement dated September 22, 1997, between
Capstar Broadcasting and Steven Dinetz.(1)...............
10.6 -- Employment Agreement dated September 22, 1997, between
Capstar Broadcasting and Eric W. Neumann.(1).............
27 -- Financial Data Schedule.*
</TABLE>
- ---------------
* Filed herewith.
(1) Incorporated by reference to Capstar Partner's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997. File No. 333-25683.
(2) Incorporated by reference to Capstar Partners' Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-25683), dated July 8, 1997.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
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