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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) March 22, 1999
(March 22, 1999)
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TRIATHLON BROADCASTING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-26530 13-0668235
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
SYMPHONY TOWERS
750 B STREET, SUITE 1920
SAN DIEGO, CALIFORNIA 92101
(Address, including Zip Code,
of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 239-4242
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No Change
(Former name or former address, if changed since last report)
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TRIATHLON BROADCASTING COMPANY
ITEM 5. OTHER EVENTS.
On March 22, 1999, Triathlon Broadcasting Company issued its
earnings release for the quarter and year ended December 31, 1998. A copy of
the release is attached to this report as Exhibit 99.1 and is incorporated
into this report by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
C. Exhibits.
Description Exhibit
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Press Release dated March 22, 1999 99.1
1
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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 hereunto duly authorized.
TRIATHLON BROADCASTING COMPANY
Dated: March 22, 1999 By: /s/ Norman Feuer
-----------------------------------
Name: Norman Feuer
Title: Chief Executive Officer
2
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EXHIBIT INDEX
Description Exhibit
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Press Release dated March 22, 1999 99.1
3
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FOR IMMEDIATE RELEASE
FROM: Triathlon Broadcasting Company CONTACT:
Symphony Towers The Sillerman Companies
Suite 1920 650 Madison Ave
750 B Street New York, NY 10022
San Diego, CA 92101 Attn: Timothy J Klahs
Tel: 212-407-9126
Fax: 212-702-0126
TRIATHLON BROADCASTING ANNOUNCES YEAR-END RESULTS
NET REVENUES UP 21%, BROADCAST CASH FLOW UP 36%
SAN DIEGO, March 22, 1999 -- Triathlon Broadcasting Company (NASDAQ: TBCOA)
today announced results for the year ended December 31, 1998.
Net revenues increased 21% to a level of $40.6 million compared to $33.6 million
in the previous year. Similarly, 1998 broadcast cash flow (defined as net
revenues less station operating expenses) grew 36% to a level of $13.9 million
versus $10.2 million in 1997. For the quarter ended December 31, 1998, net
revenues increased 12% to approximately $11.9 million while broadcast cash flow
grew 35% to approximately $4.6 million.
On a pro forma basis, assuming all stations owned and operated as of December
31, 1998 were owned for all periods reported, 1998 revenues would have increased
9% over the previous year, and broadcast cash flow would have increased
approximately 26% over last year.
- more -
34
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Norman Feuer, President and Chief Executive Officer of Triathlon, said, "We
have again posted record results for the latest quarter and for the year. We
are especially pleased to achieve both significant growth and substantial
margin improvement simultaneously. We note that our pro forma margins grew
more than 4 points from 29.8% to 34.1%. We are especially gratified by our
efforts in the West. In Colorado Springs, we experienced exceptional growth
posting a revenue gain of 38% and cash flow increase of 87% for the quarter.
Similarly, in Tri Cities, our stations also had impressive gains with pro forma
fourth quarter revenue growth of 24% and cash flow increase of 134%. While 1998
was an extremely successful year by any measure, we hope to continue this kind
of performance into the future."
As previously announced, the company will hold a special meeting on March 24,
1999 at 10:00 a. m. local time at the offices of Winston & Strawn, 200 Park
Avenue, 41st Floor, New York, NY to vote on adopting the merger agreement with
Capstar Radio Broadcasting Partners, Inc. As of today, based on signed
shareholder lock-up agreements with certain inside shareholders and revocable
proxies received in hand, it is anticipated that the merger will be approved.
The Company presently owns, operates, or provides services to thirty-two radio
stations in six markets in the western United States:
- station list and financial tables follow -
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Wichita, KS Colorado Springs, CO
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KRBB-FM KSPZ-FM
KWSJ-FM KVUU-FM
KEYN-FM KVOR-AM
KZSN-FM KTWK-AM
KQAM-AM
KFH-AM Spokane, WA
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KCDA-FM*
Lincoln, NE KKZX-FM
- ----------- KISC-FM
KIBZ-FM KNFR-FM
KKNB-FM KEYF-FM
KZKX-FM KUDY-AM
KTGL-FM KAQQ-AM
KEYF-AM
Omaha, NE
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KTNP-FM
KXKT-FM Tri-Cities, WA
KGOR-FM --------------
KFAB-AM KEGX-FM
KNLT-FM**
KIOK-FM
KTCR-AM
KALE-AM
KUJ-FM**
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* Joint Sales Agreement
** Local Marketing Agreement
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Triathlon Broadcasting Company and Subsidiaries
Consolidated Statements of Operations
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1996 1997 1998
------------------ ------------------ -------------------
<S> <C> <C> <C>
Broadcast revenues $21,199,549 $37,173,722 $45,024,865
Less agency commissions (2,236,448) (3,532,530) (4,442,292)
------------------ ------------------ -------------------
Net revenues 18,963,101 33,641,192 40,582,573
Operating expenses:
Station operating expenses 13,678,117 23,414,919 26,727,063
Depreciation and amortization 1,426,759 4,134,523 4,794,393
Corporate expenses 1,719,283 2,068,085 2,077,139
Deferred compensation 365,992 389,759 141,250
DOJ information request costs 300,000 - -
------------------ ------------------ -------------------
Total operating expenses 17,490,151 30,007,286 33,739,845
------------------ ------------------ -------------------
Income from operations 1,472,950 3,633,906 6,842,728
Interest expense (2,581,423) (4,766,153) (5,994,459)
Interest income 729,403 401,294 66,810
Other expense (includes approx. $ 1 million in merger (59,766) (137,572) (1,192,755)
related expenses for 1998) ------------------ ------------------ -------------------
Loss before extraordinary item (438,836) (868,525) (277,676)
Extraordinary item (320,000) (958,080) -
------------------ ------------------ -------------------
Net loss (758,836) (1,826,605) (277,676)
Preferred stock dividend requirement 4,414,523 5,507,296 5,507,296
------------------ ------------------ -------------------
Net loss applicable to common stock (5,173,359) (7,333,901) (5,784,972)
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Loss per common share--basic:
Loss before extraordinary item $ (0.97) $ (1.30) $ (1.18)
Extraordinary item $ (0.10) $ (0.20) -
------------------ ------------------ -------------------
Net loss per common share--basic $ (1.07) $ (1.50) $ (1.18)
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Weighted average common shares 4,841,600 4,882,000 4,893,966
outstanding--basic
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</TABLE>
