<PAGE>
FORM 10-QSB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ----- ACT OF 1934
For the quarterly period ended March 31, 1997
- ----- TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ---------------------- to ---------------------
Commission File Number 0-26530
TRIATHLON BROADCASTING COMPANY
(Exact name of small business issuer as specified in its charter)
DELAWARE 33-0668235
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Symphony Towers
750 B Street, Suite 1920
San Diego, CA 92101
(Address of principal executive offices)
(619) 239-4242
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares of the Company's equity outstanding as of May 9, 1997 is:
3,148,533 shares of Class A Common Stock, par value $.01 per share; 244,890
shares of Class B Common Stock, par value $.01 per share; 50,000 shares of
Class C Common Stock, par value $.01 per share; 1,444,366 shares of Class D
Common Stock, par value $.01 per share; and 5,834,000 Depositary Shares, each
representing a one-tenth interest in a share of 9% Mandatory Convertible
Preferred Stock, par value $.01 per share.
Transitional Small Business Disclosure Format. Yes No x
<PAGE>
TRIATHLON BROADCASTING COMPANY
FORM 10-QSB
INDEX
Page
----
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements
- ------- --------------------
Condensed consolidated balance sheets - March 31, 1997 (unaudited)
and December 31, 1996 3
Condensed consolidated statements of operations - Three months
ended March 31, 1997 and 1996 (unaudited) 4
Condensed consolidated statements of cash flows - Three months
ended March 31, 1997 and 1996 (unaudited) 5
Condensed consolidated statements of stockholders' equity - Three months
ended March 31, 1997 (unaudited) 6
Notes to condensed consolidated financial statements 7
Item 2. Management's Discussion and Analysis or Plan of Operation 10
- ------- ---------------------------------------------------------
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. 16
- ------- ---------------------------------
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRIATHLON BROADCASTING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
--------- ------------
(unaudited) (Note)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 2,658 $ 3,083
Accounts receivable, net 4,597 4,523
Notes receivable from officer 100 75
Other current assets 253 290
------------ ------------
Total current assets 7,608 7,971
Property and equipment - less accumulated depreciation 7,737 7,534
Intangible assets, net of accumulated amortization 76,566 65,159
Other assets, principally deposits and $6.0 million note
receivable related to radio station acquisitions 13,807 7,730
------------ -----------
$ 105,718 $ 88,394
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Due to affiliates $ 417 $ 335
Accounts payable and accrued expenses 3,601 2,963
Notes payable -- current portion 642 179
------------ -----------
Total current liabilities 4,660 3,477
Notes payable 30,358 12,821
Non-compete payable 300 --
Deferred taxes 7,630 7,630
Deferred compensation 96 84
Stockholders' equity
Preferred stock 12 12
Common stock 48 48
Paid-in-capital 65,075 66,215
Deferred compensation (593) (682)
Accumulated deficit (1,868) (1,211)
------------ -----------
Total stockholders' equity 62,674 64,382
------------ -----------
$ 105,718 $ 88,394
============ ===========
</TABLE>
Note: The condensed consolidated balance sheet at December 31, 1996 has been
derived from the audited 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.
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
TRIATHLON BROADCASTING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1997 1996
---- ----
<S> <C> <C>
Net revenues $ 5,661 $ 2,061
Operating expenses
Station operating expenses 4,406 1,709
Depreciation and amortization 752 176
Corporate expenses 490 313
Deferred compensation 100 47
-------- --------
Total operating expenses 5,748 2,245
-------- --------
Operating loss (87) (184)
Interest expense - net (570) (411)
-------- --------
Loss before extraordinary item (657) (595)
Extraordinary item - loss on early extinguishment of debt -- (320)
-------- --------
Net loss (657) (915)
Preferred stock dividend requirement (1,377) (314)
-------- --------
Net loss applicable to common stock $ (2,034) $ (1,229)
======== ========
Loss per common share:
Loss before extraordinary item $ (.42) $ (.15)
Extraordinary item -- (.10)
-------- --------
Net loss per common share $ (.42) $ (.25)
======== ========
Weighted average common shares outstanding 4,862 4,842
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
TRIATHLON BROADCASTING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1997 1996
---- ----
<S> <C> <C>
Cash flow from operating activities $ 596 $ 264
Investing activities
Acquisition of net assets of radio stations including
advance fees and deposits (17,545) (14,642)
Capital expenditures (181) (219)
Due to affiliate 82 (70)
-------- ---------
(17,644) (14,931)
Financing activities
Borrowings 18,000 9,000
Debt repayment -- (9,000)
Financing costs -- (2,926)
Net proceeds from sale of preferred stock -- 49,392
Preferred stock dividends (1,377) --
-------- ---------
16,623 46,466
Net (decrease) increase in cash and cash equivalents (425) 31,799
Cash and cash equivalents at beginning of period 3,083 5,046
-------- ---------
Cash and cash equivalents at end of period $ 2,658 $ 36,845
======== =========
Supplemental cash flow information:
Interest paid $ 794 $ 410
Issuance of Class A Common Stock in connection
with an acquisition $ 237 $ --
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
TRIATHLON BROADCASTING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Series B Mandatory
Convertible Convertible Class A Class B Class C Class D
Preferred Preferred Common Common Common Common
Stock Stock Stock Stock Stock Stock
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1996 $6 $6 $31 $2 $1 $14
Issuance of 22,464 shares of
Common Stock upon acquisition
of stations
Deferred compensation
Dividends on Mandatory
Convertible Preferred Stock
($.236 per share)
Net loss
---- ------ ---- ---- ----- -----
Balances at March 31, 1997 $6 $6 $31 $2 $1 $14
==== ====== ==== ==== ===== =====
</TABLE>
(RESTUBBED FROM TABLE ABOVE)
<TABLE>
<CAPTION>
Total
Paid-In Deferred Accumulated Stockholders'
Capital Compensation Deficit Equity
------- ------------ ------- ------
<S> <C> <C> <C> <C>
Balances at December 31, 1996 $66,215 $(682) $(1,211) $64,382
Issuance of 22,464 shares of
Common Stock upon acquisition
of stations 237 237
Deferred compensation 89 89
Dividends on Mandatory
Convertible Preferred Stock
($.236 per share) (1,377) (1,377)
Net loss (657) (657)
------- ------- ------- -------
Balances at March 31, 1997 $65,075 $(593) $(1,868) $62,674
======= ======= ======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
6
<PAGE>
TRIATHLON BROADCASTING COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-QSB and
Item 310(b) of Regulation S-B. 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, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for an interim period
are not necessarily indicative of the results that may be expected for a full
year. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Triathlon Broadcasting Company
("Company") annual report on Form 10-KSB for the transition period from April
1, 1996 to December 31, 1996.
The accompanying unaudited condensed consolidated financial
statements' include the accounts and transactions of the Company and its
wholly-owned subsidiaries. All significant intercompany transactions and
accounts have been eliminated.
The Company's revenues vary throughout the year. As is typical in the
radio broadcasting industry, the Company's first quarter generally produces the
lowest revenues for the year and the fourth quarter generally produces the
highest revenues for the year. The Company's 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.
NOTE 2 - ACQUISITIONS AND DISPOSITIONS
The Company currently owns and operates, sells advertising on behalf
of or provides programming to 23 FM and 10 AM radio stations in seven markets
in the Western United States. Upon consummation of the Pending Acquisitions (as
defined herein) and the Little Rock Disposition (as defined herein), the
Company will own and operate, sell advertising on behalf of or provide
programming to 32 radio stations and one radio network in six markets.
On January 9, 1997 and April 25, 1997, respectively, the Company
purchased radio stations KZSN-FM and KZSN-AM, both operating in the Wichita,
Kansas market, and radio stations KSSN-FM and KMVK-FM, both operating in the
Little Rock, Arkansas market, from Southern Skies Corporation ("Southern
Skies") for an aggregate purchase price of $22.6 million, 46,189 shares of the
Company's Class A Common Stock and entered into a non-competition agreement
with one of the principals of Southern Skies Corporation under which it will
pay $750,000 over a 5 year period. Also on April 25, 1997, the Company
purchased radio station KOLL-FM, operating in the Little Rock market, from SFX
Broadcasting Inc. ("SFX"), for an aggregate purchase price of $4.1 million.
The Company had provided services for radio station KOLL-FM pursuant to a local
market agreement ("LMA") since March 15, 1996.
The acquisitions were accounted for using the purchase method of
accounting and were financed through additional borrowings available under the
Company's $40.0 million credit agreement with AT&T Capital Corporation (the
"Credit Agreement"). The operating results of the stations acquired from
Southern Skies, operating in Wichita, Kansas, are included in the accompanying
unaudited condensed consolidated statement of operations since the acquisition
as of January 10, 1997.
The Company entered into an agreement in July 1996 to purchase radio
stations KGOR-FM and KFAB-AM, operating in the Omaha, Nebraska market, and
the exclusive Muzak franchise for the Lincoln and Omaha, Nebraska markets, from
American Radio Systems for an aggregate purchase price of $38.0 million (the
"Omaha Acquisition"). The Company has provided a deposit in the form of a
letter of credit, pursuant to which it has segregated $2.0 million, and
anticipates consummating the Omaha Acquisition during the second quarter of
1997. The FCC licenses for the radio stations subject to the Omaha Acquisition
expire on June 1, 1997. Renewal applications with respect to these stations
were filed with the FCC and such applications are pending. The Company is
negotiating with American Radio Systems to consummate the Omaha Acquisitions
subject to certain conditions prior to the final grant by the FCC of the
license renewal.
Also in Nebraska, the Company has entered into an agreement to
purchase Pinnacle Sports Productions, LLC (the "Pinnacle
7
<PAGE>
TRIATHLON BROADCASTING COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
Acquisition") which broadcasts all of the men's football, basketball and
baseball games and women's basketball and volleyball games of the University of
Nebraska. The purchase price of approximately $3.3 million may be increased by
$1.7 million if the University of Nebraska renews its contract with the Company
in 2001 for a minimum of an additional three year term. The Company anticipates
consummating the Pinnacle Acquisition in May 1997.
"Pending Acquisitions" refers collectively to the Omaha Acquisition
and the Pinnacle Acquisition.
The Company has received a proposal from AT&T Capital Corporation and
Union Bank of California (the "Lender") and expects to enter into a credit
agreement ("Proposed Credit Agreement"). Should the Company be unable to
finance the Omaha Acquisition, the Company would forfeit deposits of
$2 million. Each of the Pending Acquisitions is subject to a number of
conditions, certain of which are beyond the Company's control such as approval
of the Federal Communication Commission.
The Company has entered into an agreement with Clear Channel Radio,
Inc. ("Clear Channel"), pursuant to which the Company will sell to Clear
Channel, radio stations KOLL-FM, KSSN-FM and KMVK-FM, each operating in the
Little Rock, Arkansas market (the "Little Rock Disposition"). The aggregate
sale price is $20.0 million. While the purchase agreement with respect to the
Little Rock Disposition contemplates that the consummation of the Little Rock
Disposition could be as late as two years from the date of the agreement, the
Company anticipates that the Little Rock Disposition will be consummated during
the fourth quarter of 1997.
In the event that the Little Rock Disposition is not consummated
within six months of the filing (the "Filing Date") of the requisite
applications with the FCC and the Justice Department in connection with the
Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the "HSR Act")
due to the failure to obtain the necessary regulatory consents, Clear Channel
has agreed to guarantee the $20.0 million loan that the Company expects to
obtain under the Proposed Credit Agreement. In the event that the closing has
not occurred within 18 months of the Filing Date due to the failure to obtain
such consents, Clear Channel has agreed to make a $20.0 million loan to the
Company to be secured only by the assets of the radio stations subject to the
Little Rock Disposition. The proceeds of this loan will be used to repay
$20.0 million to be obtained under the Proposed Credit Agreement.
Note 3 - Related Party Transactions
Other Assets at March 31, 1997 includes $750,000 paid to SFX
Broadcasting, Inc., which receives the fees payable to SCMC under the Amended
and Restated SCMC Agreement. The Sillerman Companies, Inc. ("TSC") provides
services to the Company on behalf of SCMC which has retained final
responsibility for the performance of the Amended and Restated SCMC Agreement.
Both SCMC and TSC are controlled by Robert F.X. Sillerman. The $750,000 payment
to SFX represents an advance on investment advisory fees. Fees due to TSC in
connection with the Omaha Acquisition, Pinnacle Acquisition and Little Rock
Disposition are $945,000 and will be reduced by this advance payment.
Note 4 - DOJ Information Request
Following the passage of the Telecommunications Act of 1996, the
Department of Justice (the "DOJ") indicated its intention to investigate
certain existing industry practices that had not been previously subject to
anti-trust review. The Company has received information requests regarding
joint selling agreement ("JSA") the Company had from September 1 to December
31, 1996 in the Wichita, Kansas market (the "Witchita JSA") and the JSA the
Company has in Colorado Springs, Colorado and Spokane, Washington markets
(the "Citadel JSA"). These information requests also cover another JSA which
the Company has in Spokane, Washington. The Citadel JSA provided approximately
20% of the Company's net revenue's during the three months ended March 31, 1997.
In the event the DOJ requires the termination or modification of the Citadel
JSA, the Company believes that it will not have a long-term material adverse
effect on the Company. During the three months ended December 31, 1996, the
Company provided $300,000 in connection with the estimated legal costs related
to compliance with the DOJ information results.
Note 5 - Loss Per Common Share
Loss per common share is based upon the net loss applicable to common
shares which is net of preferred stock dividends
8
<PAGE>
TRIATHLON BROADCASTING COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
and upon the weighted average of common shares outstanding during the period.
The conversion of securities convertible into common stock and the exercise of
stock options were not assumed in the calculation of loss per common share
because the effect would be antidilutive.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("FAS
128"). FAS 128 establishes standards for computing and presenting earnings per
share ("EPS") and supersedes APB Opinion No. 15, "Earnings Per Share" ("Opinion
15"). FAS 128 replaces the presentation of primary EPS with a presentation of
basic EPS which excludes dilution and is computed by dividing income available
to common stockholders by the weighted-average number of common shares
outstanding during the period. This statement also requires dual presentation
of basic EPS and diluted EPS on the face of the income statement for all
periods presented. Diluted EPS is computed similarly to fully diluted EPS
pursuant to Opinion 15, with some modifications. FAS 128 is effective for
financial statements issued for periods ending after December 15, 1997,
including interim periods. Early adoption is not permitted and the statement
requires restatement of all prior-period EPS data presented after the effective
date.
The Company will adopt FAS 128 effective with its 1997 year end.
Management does not believe the implementation of FAS 128 will have a material
effect on the Company's EPS calculations.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the condensed
consolidated financial statements and related notes thereto. The following
discussion contains certain forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially 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 ability to obtain financing, consummation of the Pending Acquisitions and
the Little Rock Disposition (see Note 2 to the Condensed Consolidated Financial
Statements), integration of the recently completed acquisitions, the ability of
the Company to achieve certain cost savings, 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.
GENERAL
The Company owns and operates radio stations primarily in medium and
small markets in the Midwestern and Western United States. The Company
currently owns and operates, sells advertising on behalf of or provides
programming to 23 FM and 10 AM radio stations in seven markets. Upon
consummation of the Pending Acquisitions and the Little Rock Disposition, the
Company will own and operate, sell advertising on behalf of or provide
programming to 32 radio stations and one radio network in six markets.
The following chart sets forth certain information with respect to the
Company's stations after giving effect to the Pending Acquisitions and the
Little Rock Disposition:
<TABLE>
<CAPTION>
NUMBER OF STATIONS OPERATED
NUMBER OF STATIONS CURRENTLY NUMBER OF STATIONS TO BE FOLLOWING PENDING ACQUISITIONS AND
MARKET (1) OPERATED(1) ACQUIRED LITTLE ROCK DISPOSITION
- ---------- -------- -------- -----------------------
AM FM
-- --
<S> <C> <C> <C> <C>
Omaha,
Nebraska(2)..... 2 2 1 3
Spokane,
Washington...... 8(3)(4) 0 3 5
Wichita, Kansas...... 7 0 3 4
Colorado Springs,
Colorado........ 4(3) 0 2 2
Lincoln,
Nebraska(2)..... 4 0 0 4
Tri-Cities,
Washington...... 5(5) 0 2 3
-- -- -- --
Total............. 30 2 11 21
</TABLE>
- --------------
(1) Does not include three stations operating in the Little Rock, Arkansas
market, currently owned and operated by the Company and to be sold in
the Little Rock Disposition.
(2) The Company has entered into an agreement to acquire the rights to the
University of Nebraska Network pursuant to the Pinnacle Acquisition.
(3) Includes four stations in each of the Colorado Springs and Spokane
markets for which Citadel Broadcasting Company sells advertising
pursuant to a joint sales agreement.
(4) Includes one station that is not owned by the Company but on which it
sells advertising pursuant to a joint sales agreement.
10
<PAGE>
(5) Includes one station that is not owned by the Company but on which it
provides services and sells advertising pursuant to a local marketing
agreement.
On February 12, 1997, the Company adopted a change in the Company's
fiscal year end to December 31, effective December 31, 1996.
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 net revenues less station operating expenses. 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 that
is calculated in accordance with GAAP.
The primary source of the Company's revenues 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 seeks to reduce
expenses at the stations by implementing cost controls, operating the stations
as groups in their respective markets and lowering overhead by combining and
centralizing administrative and financing functions of its stations.
The Company's revenues are primarily affected by the advertising rates
its radio stations charge. 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 seeks to diversify
the formats on its stations, which 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 audience
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 market conditions. In the broadcasting industry, radio
stations often utilize trade (or barter) agreements which exchange advertising
time for goods or services (such as travel or lodging), instead of for cash.
The Company generates most of its revenue from local advertising, which is sold
primarily by a station's sales staff. 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. 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.
The Company's revenues vary throughout the year. As is typical in the
radio broadcasting industry, the Company's first quarter generally produces the
lowest revenues for the year, and the fourth quarter generally produces the
highest revenues for the year. The Company's 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 Department of Justice, Antitrust Division ("DOJ") is investigating
the Citadel JSA in connection with the concentration of radio station ownership
within Colorado Springs, Colorado and Spokane, Washington. The DOJ is
increasingly scrutinizing the radio broadcasting industry. In a recent case,
the DOJ has, for the first time, requested the termination of a radio station
JSAs that, in the opinion of the DOJ, would have given a radio station owner,
together with its proposed acquisition of other radio stations in the area,
control over more than 60% of radio advertising revenue in the area. The
Citadel JSA currently may be deemed to provide Citadel control over
approximately 52.2% and 46.6% of the sales of radio advertising in the Spokane,
Washington market and the Colorado Springs, Colorado market, respectively. The
Citadel JSA provided approximately 20% of the Company's net revenues in the
quarter ending March 31, 1997. In the event the DOJ requires the termination or
modification of the Citadel JSA the Company believes that it will not have a
long-term material adverse effect on the Company because the Company believes
that (i) it can more efficiently provide the services currently performed by
Citadel, and (ii) the Citadel JSA fee structure does not reflect such
efficiencies.
11
<PAGE>
RESULTS OF OPERATIONS
The Company's consolidated financial statements are not directly
comparable from period to period due to acquisition activity.
THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996
Net revenues increased approximately $3.6 million to approximately
$5.7 million for the three months ended March 31,1997 from approximately $2.1
million for the three month period in 1996 as a result of acquisitions and
operating agreements entered into during calendar 1996 and the growth at
continuously owned and operated stations. Net revenues from the stations owned
and operated by the Company as of March 31, 1997 were approximately $5.7
million for the three months ended March 31, 1997 which represented a 34%
increase over the net revenues on a same station basis for 1996 quarter.
Despite the growth in net revenues, the Company continued to be impacted by
disruptions in sales efforts as a result of restructuring of sales management
and turnover of sales staff during the periods after the acquisitions of
stations. The Company expects the impact of these disruptions to continue in
the short term and may experience similar disruptions in the future. Net
revenues during the 1996 quarter, were impacted by disruptions in sales
efforts as a result of the pending sales the radio stations to the Company.
The three months ended March 31, 1997 was also favorably impacted by the
inclusion in net revenues of the reimbursement for operating expenses under
the joint selling agreement ("JSA") the Company entered into with Citadel
Broadcasting, Inc. with respect to four FM and four FM radio stations in the
Spokane, Washington and the Colorado Springs, Colorado markets (the "Citadel
JSA"). No reimbursement was recorded during the three months ended March 31,
1996 since the Company operated those radio stations under a local marketing
agreement ("LMA") with Pourtales Radio Partnership at that time.
Station operating expenses increased by approximately $2.7 million in
three months ended March 31, 1997 to approximately $4.4 million from
approximately $1.7 million for three months ended March 31, 1996 primarily due
to the inclusion of expenses related to the acquisitions and operating
agreements entered into during calendar 1996. On a same station basis for the
radio stations owned and operated by the Company as of March 31, 1997,
operating expenses for the three months ended March 31, 1997 increased 21% as
compared to the three months ended March 31, 1996. Station operating expenses
during the period prior to the Company's operation and/or ownership lack
comparability in some instances as a result of the absence of certain costs
including salaries for owner-management. The benefits of the Company's cost
reduction programs and efficiencies of combined operations in the markets
served during the three months ended March 31, 1997 did not fully offset the
impact of the additional required costs not incurred in the prior period by the
former owners. In addition, selling costs increased due to restructuring and
turnover of sales staff. Further, station operating expenses during the three
months ended March 31, 1997 include amounts expended for radio stations
subject to the Citadel JSA for which no expenses were included in the prior
year quarter.
Broadcast Cash Flow for the three months ended March 31, 1997 was
approximately $1.3 million with Broadcast Cash Flow as a percentage of net
revenues ("Broadcast Cash Flow Margin") of 22.2% versus Broadcast Cash Flow of
approximately $352,000 and Broadcast Cash Flow Margin of 17.1% for the three
months ended March 31, 1996. Broadcast Cash Flow Margin in the three months
ended March 31, 1997 was reduced by approximately 3% by the impact of recording
as revenues the reimbursement of expenses under the Citadel JSA and including
the related expenses in station operating expenses. On a same station basis,
Broadcast Cash Flow for the three months ended March 31, 1997 increased
approximately 122% as compared to $571,000 for the three months ended March
31, 1996 principally as a result of increased net revenues in the Spokane,
Washington and Omaha, Nebraska markets.
Depreciation and amortization expense for the three months ended March
31, 1997 was approximately $752,000 versus approximately $176,000 for the 1996.
The increase was attributable to the additional depreciation of fixed assets
and amortization of intangible assets resulting from acquisitions consummated
during calendar 1996.
Corporate expenses consisting primarily of officer's salary, financial
consulting and professional fees and expenses, and corporate office expenses
for the three months ended March 31, 1997 were approximately $490,000 as
compared to $312,000 for the three months ended March 31, 1996. Included in
corporate expense are fees paid to SFX for services rendered by TSC under the
Amended and Restated SCMC Agreement of $142,000 and $76,000 for the three
months ended March 31, 1997 and the three months ended March 31, 1996,
respectively.
12
<PAGE>
The Company recorded deferred compensation expense of $100,000 for the
three months ended March 31, 1997 and $47,000 in prior period. This recurring
expense, not currently, and in some cases, never affecting cash flow, is
related to stock, stock options and stock appreciation rights granted to
officers, directors and advisors in prior periods.
Operating loss (net revenues less total operating expenses) for the
three months ended March 31, 1997 was approximately $87,000 as compared to
$184,000 for the three months ended March 31, 1996. The reduction in the
operating loss results principally from the inclusion of three full months of
operations for stations acquired during calendar 1996.
Net interest expense for the three months ended March 31, 1997 was
approximately $570,000 as compared to $411,000 for the three months ended
March 31, 1996. The net increase in expense was principally attributable to the
increased borrowing to complete the acquisition of radio stations from
Pourtales Radio Partnership in November 1996 and the purchase of radio stations
operating in Wichita, Kansas from Southern Skies, in January 1997.
Net loss before extraordinary item for the three months ended March
31, 1997 was $657,000 versus a loss of $595,000 for the three months ended
March 31, 1996 period. In the three months ended March 31, 1996, the Company
incurred an extraordinary loss in connection with the write-off of deferred
financing costs of $320,000 associated with the early extinguishment of debt.
Net loss for the three months ended March 31, 1997 and 1996 was $657,000 and
$915,000, respectively. Net loss applicable to common stock for the three
months ended March 31, 1997 was approximately $2 million as compared to
approximately $1.2 million for the three months ended March 31, 1996. The
increase in the net loss applicable to common stock was principally due to the
three month provision for dividends in the 1997 period on the Depositary
Shares each representing a one-tenth interest in a share of 9% Mandatory
Convertible Preferred Stock issued in March 1996 (the "Preferred Stock
Offering").
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company's principal sources of funds have been
the proceeds from the Company's initial public offering on September 5, 1997
(the "Initial Public Offering") of approximately $12.9 million, the borrowing
of $9.0 million under the loan agreement with AT&T Capital Corporation (the
"Initial Loan Agreement"), net proceeds of approximately $56.4 million from the
Preferred Stock Offering and the borrowing of $40.0 million under the Credit
Agreement. The cost of the acquisitions completed through March 31, 1997 of
approximately $84.7 million, including deposits in connection with Pending
Acquisitions, were financed with the proceeds from the Company's Initial Public
Offering, the Preferred Stock Offering and the Credit Agreement. As of March
31, 1997, the Company entered into agreements with respect to the Pending
Acquisitions for an aggregate purchase price of approximately $40.0 million,
not including deposits. In order to consummate the Omaha Acquisition, the
Company anticipates entering into the Proposed Credit Agreement and borrowing
thereunder. The Company intends to use cash on hand to finance the initial
payments required for the Pinnacle Acquisition. In addition, in April 1997, the
Company entered into agreement with respect to the Little Rock Disposition for
$20.0 million.
Cash flow from operating activities for the three months ended March
31, 1997 was approximately $596,000 as compared to $264,000 for the prior
period. The increase in cash flow from operating activities was principally the
result of improved broadcast flow margins. Cash used in investing activities
was approximately $17.6 million and approximately $14.9 million during the
three months ended March 31, 1997 and the three months ended March 31, 1996,
respectively, and primarily related to the acquisitions of radio stations. Cash
flow from financing activities during these periods amounted to approximately
$16.6 million and $46.5 million, respectively, principally related to
borrowings under the Credit Agreement during the three months ended March 31,
1997 and net proceeds form the Preferred Stock Offering in the 1996 period.
Proposed Credit Agreement. The aggregate purchase price of the Pending
Acquisitions is approximately $40.0 million, not including approximately $2.0
million segregated to secure deposits and the $1.7 million contingent portion
of the purchase price of the Pinnacle Acquisition. The Company has received a
proposal from its Lenders and anticipates receiving a commitment letter with
respect to the Proposed Credit Agreement, which the Company intends to use to
provide the $40.0 million necessary to consummate the Omaha Acquisitions. The
Company's ability to borrow funds under the Proposed Credit Agreement will be
conditioned on meeting certain financial ratios discussed below and therefore,
the maximum amounts which might become available under the facility, and the
maximum amounts actually available to the Company at any particular time may be
substantially less.
The Company believes that, the Proposed Credit Agreement will consist
of four senior secured credit facilities. The
13
<PAGE>
first facility will be an 18-month term loan in the amount of $20.0 million
(the "Little Rock Facility"). The Little Rock Facility will bear interest at
LIBOR + 3.25% for so long as the agreement with respect to the Little Rock
Disposition is in force, and at rates up to LIBOR + 5.50% if that agreement is
no longer in force. The Little Rock Facility must be paid from the proceeds of
the Little Rock Disposition, which is anticipated to be consummated during the
fourth quarter of 1997 for a sale price of $20.0 million. Clear Channel, the
buyer, has agreed to guarantee the Little Rock Facility if the FCC and HSR
approvals required to consummate the Little Rock Disposition are not obtained
within six months after the filings requesting such approvals, and has agreed
to loan the Company $20.0 million, if such approvals are not obtained within 18
months after such filings.
The second facility will be a seven-year revolver in the maximum
amount of $35.0 million (the "Initial Revolver"). The Initial Revolver will
bear interest at a rate based, at the Company's option, on LIBOR or an
alternative base rate which is substantially equivalent to the Lenders' prime
rate. The interest rate may vary from LIBOR + 1.50% (or the alternative base
rate + 0.50%) to LIBOR + 2.75% (or the alternative base rate + 1.75%), based
upon the Company's consolidated leverage ratio. The amount available under the
Initial Revolver decreases on a quarterly basis, in amounts ranging from
$350,000 per quarter in mid-1998 to approximately $1.0 million per quarter
in 2004.
The third facility will be a 7.25-year term loan in the maximum amount
of $25.0 million (the "Term Loan"). The Term Loan will bear interest at LIBOR +
3.50%. The principal of the Term Loan must be reduced by $125,000 per year
(paid on a quarterly basis) until 2004, when the balance of the Term Loan will
become due.
The final facility will be a reducing revolver in the maximum amount
of $20.0 million, effective upon repayment of the Little Rock Facility (the
"Acquisition Revolver"). The payment and interest schedules for the Acquisition
Revolver are anticipated to be substantially similar to those of the Term Loan.
The Acquisition Revolver will be available to fund acquisitions by the Company
that are permitted pursuant to the terms of the Proposed Credit Agreement.
The Company believes that its ability to borrow under the Proposed
Credit Agreement will be conditioned upon having a ratio of total debt
(excluding the Little Rock Facility) to pro forma combined Broadcast Cash Flow
(excluding the Broadcast Cash Flow of the Company's Little Rock stations) of
initially 6.0, and the ratio will be reduced periodically, resulting in a
ratio of 3.0 by the year 2001. The pro forma combined historical 12 month
trailing Broadcast Cash Flow of the Company as of March 31, 1997, giving effect
to the Pending Acquisitions and the Little Rock Disposition, was approximately
$10.2 million. As a result, as of March 31, 1997, the Company would have been
able to borrow the entire $80.0 million under the Proposed Credit Agreement.
The Company anticipates borrowing substantially all of $80.0 million available
under the Proposed Credit Agreement to repay the outstanding balance under the
Credit Agreement and to consummate the Pending Acquisitions.
There can be no assurance that the Company will be able to enter into
the Proposed Credit Agreement or that the stations will achieve the cash flow
levels required thereunder to obtain the financing necessary to fund the
Pending Acquisitions. In addition, the ability of the Company to borrow under
the Proposed Credit Agreement or obtain other financing may be restricted by
the requirement to maintain certain financial ratios under the terms of the
Preferred Stock. If the Company does not enter into the Proposed Credit
Agreement or is unable to borrow thereunder, there can be no assurance that it
will otherwise be able to obtain the financing necessary to consummate the
Pending Acquisitions on terms comparable to the terms of the Proposed Credit
Agreement or on terms acceptable to the Company.
It is anticipated that the Company will be able to meet its
obligations, including debt service and dividend requirements, during the year
ending December 31, 1997. In order to fund future debt service and dividend
payments from operating income, the Company will have to improve the operating
results of its current radio stations and those to be acquired in the Pending
Acquisitions. The Company's ability to make these improvements will be subject
to prevailing economic conditions and to legal, financial, business,
regulatory, industry and other factors, many of which are beyond the Company's
control.
The Company will be required to incur additional indebtedness or raise
additional equity financing in connection with future acquisitions of radio
properties and is likely to need to incur or raise such additional financing
when the balloon payment is due in 2004 under the Proposed Credit Agreement.
There can be no assurance that the Company will be able to incur such
additional indebtedness or raise additional equity on terms acceptable to the
Company. Without such sources of funding, it is unlikely that the Company will
be able to continue to implement its acquisition strategy.
In pursuing the Company's acquisition strategy, management is also
aware that of the
14
<PAGE>
Company's current group of stations combined with the aggressive thrust towards
consolidation in the industry may, at a future time, present an attractive
opportunity to maximize stockholder value through a sale of the Company's
assets by the combination of the Company's business with that of a larger
broadcasting company. The Company has engaged TSC to actively explore
alternatives to maximize stockholder value and will continue to consider all
available opportunities.
15
<PAGE>
PART II. Other Information
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<TABLE>
<CAPTION>
<S> <C>
**3.1 Amended and Restated Certificate of Incorporation of Triathlon Broadcasting Company
+3.2 Certificate of Amendment to The Amended and Restated Certificate of Incorporation of Triathlon
Broadcasting Company
*3.3 By-laws of the Company
*4.1 IPO Underwriters' Warrant
*4.2 Specimen Stock Certificate for Class A Common Stock
**4.3 Certificate of Designations of the Series B Convertible Preferred Stock
**4.4 Form of Certificate of Designations of the % Mandatory Convertible Preferred Stock
**4.5 Form of Deposit Agreement relating to the % Mandatory Convertible Preferred Stock
**4.6 Form of Stock Certificate for % Mandatory Convertible Preferred Stock
**4.7 Form of Depositary Receipt Evidencing Depositary Shares
+10.61 Letter agreement dated April 3, 1997 between Sillerman Communications Management
Corporation and Triathlon Broadcasting Company
+10.62 Asset Purchase Agreement dated as of April 11, 1997 among Triathlon Broadcasting of Little
Rock, Inc., Clear Channel Radio, Inc. and Clear Channel Radio Licenses, Inc.
+10.63 Purchase and Sale Agreement dated as of April 23, 1997 by and between Paul R. Aaron,
Triathlon Sports Programming and TSPN, Inc.
+10.64 Purchase and Sale Agreement dated as of April 23, 1997 by and between Dale M. Jensen and
Triathlon Sports Programming, Inc.
27 Financial Data Schedule
</TABLE>
- ---------------
* Incorporated by reference to the Registrant's Registration Statement
on Form SB-2 (File No. 33-94316), as amended, originally filed with
the Securities and Exchange Commission on July 6, 1995.
** Incorporated by reference to the Registrant's Registration Statement
on Form SB-2 (File No. 333-1186), as amended, originally filed with
the Securities and Exchange Commission on February 9, 1996.
+ Incorporated by reference to the Registrant's Annual Report on Form
10-KSB for the transition period from April 1, 1996 to December 31,
1996, filed with the Securities and Exchange Commission on May 13,
1997.
(b) Reports on Form 8-K
Form 8-K filed with Securities and Exchange Commission on January 24,
1997 reporting certain acquisitions under Item 2 and containing under Item 7
the audited financial statements for the radio stations acquired on January 9,
1997 and to be acquired from Southern Skies Corporation for the years ended
December 31, 1995 and 1994 and the unaudited financial information as at
September 30, 1996 and for the nine months ended 1996 and 1995. In addition
the Company reported the termination of the Joint Sales Agreement for radio
stations KKRD-FM, KRZZ-FM and KNSS-AM, each operating in Wichita, Kansas
market, effective January 1, 1997 under Item 5.
Form 8K/A filed with Securities and Exchange Commission on February 4,
1997 including under Item 7(a) the audited financial statements form the
KFAB-AM, KGOR-FM and Business Music Service for the nine months period ended
September 30, 1996 and 1995 to be acquired from American Radio Systems and
under Item 7 (b) the unaudited pro forma financial information of the Company
which included radio stations acquired or to be acquired from Southern Skies
and American Systems for the year ended March 31, 1996 and for the six months
ended September 30, 1996.
Form 8K/A filed with the Securities and Exchange Commission on
February 4, 1997 including under Item 7(a) the audited financial statements for
the radio stations acquired from Pourtales Radio Partnership for the years
ended December 31, 1995 and 1994 and the unaudited financial information as of
September 30, 1996 and for the nine months ended September 30, 1996 and 1995
and under Item 7(b) the unaudited pro forma financial information of the
Company which included radio stations acquired from Pourtales Radio
Partnership for the year ended March 31, 1996 and as at and for the six months
ended September 30, 1996.
Form 8-K filed with Securities and Exchange Commission on February 13,
1997 reporting the adoption of a fiscal year ending on December 31 instead of a
fiscal year ended March 31, effective December 31, 1996.
16
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
TRIATHLON BROADCASTING COMPANY
Dated: May 15, 1997 By: /s/ Jan E. Chason
---------------------------------------
Jan E. Chason
Chief Financial Officer and Treasurer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,658,000
<SECURITIES> 0
<RECEIVABLES> 5,163,000
<ALLOWANCES> 466,000
<INVENTORY> 0
<CURRENT-ASSETS> 7,608,000
<PP&E> 8,531,000
<DEPRECIATION> 794,000
<TOTAL-ASSETS> 105,718,000
<CURRENT-LIABILITIES> 4,660,000
<BONDS> 0
6,000
6,000
<COMMON> 48,000
<OTHER-SE> 62,614,000
<TOTAL-LIABILITY-AND-EQUITY> 105,718,000
<SALES> 6,296,000
<TOTAL-REVENUES> 5,661,000
<CGS> 0
<TOTAL-COSTS> 5,041,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 764,000
<INCOME-PRETAX> (657,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (657,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,034,000)
<EPS-PRIMARY> (0.42)
<EPS-DILUTED> (0.42)
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