SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
Commission File No. 0-25969
RADIO ONE, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
52-1166660 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
5900 Princess Garden Parkway,
7th Floor
Lanham, Maryland 20706
(Address of principal executive offices)
(301) 306-1111
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 ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class |
Outstanding at May 12, 2003 | |
| Class A Common Stock, $.001 Par Value |
22,399,297 | |
| Class B Common Stock, $.001 Par Value |
2,867,463 | |
| Class C Common Stock, $.001 Par Value |
3,132,458 | |
| Class D Common Stock, $.001 Par Value |
76,200,964 |
RADIO ONE, INC. AND SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2003
TABLE OF CONTENTS
| Page | ||||
| PART I. |
FINANCIAL INFORMATION |
|||
| Item 1. |
3 | |||
| Consolidated Balance Sheets as of December 31, 2002 and March 31, 2003 (Unaudited) |
4 | |||
| Consolidated Statements of Operations for the Three Months Ended March 31, 2002 and 2003 (Unaudited) |
5 | |||
| 6 | ||||
| Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2002 and 2003 (Unaudited) |
7 | |||
| 8 | ||||
| 11 | ||||
| 12 | ||||
| Consolidating Balance Sheet as of March 31, 2003 (Unaudited) |
14 | |||
| Consolidating Statement of Operations for the Three Months Ended March 31, 2002 (Unaudited) |
16 | |||
| Consolidating Statement of Operations for the Three Months Ended March 31, 2003 (Unaudited) |
17 | |||
| Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2002 (Unaudited) |
18 | |||
| Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2003 (Unaudited) |
20 | |||
| Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
22 | ||
| Item 4. |
30 | |||
| PART II. |
OTHER INFORMATION |
|||
| Item 1. |
32 | |||
| Item 2. |
32 | |||
| Item 3. |
32 | |||
| Item 4. |
32 | |||
| Item 5. |
32 | |||
| Item 6. |
32 | |||
| 34 | ||||
| 35 |
PART I. FINANCIAL INFORMATION
(See pages 4-21 — This page intentionally left blank.)
3
RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31, 2002 |
March 31, |
|||||||
| ASSETS |
(Unaudited) |
|||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ |
86,115,000 |
|
$ |
83,466,000 |
| ||
| Trade accounts receivable, net of allowance for doubtful accounts of $5,733,000 and $6,092,000, respectively |
|
64,565,000 |
|
|
52,411,000 |
| ||
| Prepaid expenses and other |
|
2,017,000 |
|
|
1,992,000 |
| ||
| Income tax receivable |
|
3,650,000 |
|
|
3,650,000 |
| ||
| Deferred income tax asset |
|
2,965,000 |
|
|
2,965,000 |
| ||
| Total current assets |
|
159,312,000 |
|
|
144,484,000 |
| ||
| PROPERTY AND EQUIPMENT, net |
|
41,622,000 |
|
|
42,377,000 |
| ||
| GOODWILL, net |
|
79,002,000 |
|
|
112,041,000 |
| ||
| RADIO BROADCASTING LICENSES, net |
|
1,670,311,000 |
|
|
1,639,451,000 |
| ||
| OTHER INTANGIBLE ASSETS, net |
|
27,313,000 |
|
|
24,910,000 |
| ||
| OTHER ASSETS |
|
6,800,000 |
|
|
6,617,000 |
| ||
| Total assets |
$ |
1,984,360,000 |
|
$ |
1,969,880,000 |
| ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| CURRENT LIABILITIES: |
||||||||
| Accounts payable |
$ |
7,211,000 |
|
$ |
7,743,000 |
| ||
| Accrued interest |
|
14,103,000 |
|
|
7,443,000 |
| ||
| Accrued compensation |
|
12,184,000 |
|
|
11,210,000 |
| ||
| Income taxes payable |
|
1,200,000 |
|
|
1,055,000 |
| ||
| Other accrued expenses |
|
8,122,000 |
|
|
8,264,000 |
| ||
| Fair value of derivative instruments |
|
4,888,000 |
|
|
5,740,000 |
| ||
| Other current liabilities |
|
401,000 |
|
|
484,000 |
| ||
| Current portion of long-term debt |
|
52,500,000 |
|
|
52,500,000 |
| ||
| Total current liabilities |
|
100,609,000 |
|
|
94,439,000 |
| ||
| LONG-TERM DEBT, net of current portion |
|
597,501,000 |
|
|
584,376,000 |
| ||
| DEFERRED INCOME TAX LIABILITY |
|
42,227,000 |
|
|
46,061,000 |
| ||
| Total liabilities |
|
740,337,000 |
|
|
724,876,000 |
| ||
| STOCKHOLDERS’ EQUITY: |
||||||||
| Convertible preferred stock, $.001 par value, 1,000,000 shares authorized and 310,000 shares issued and outstanding; liquidation preference of $1,000 per share plus cumulative dividends at 6.5% per year, unpaid dividends were $4,198,000 as of December 31, 2002 and March 31, 2003 |
|
— |
|
|
— |
| ||
| Common stock – Class A, $.001 par value, 30,000,000 shares authorized, 22,398,000 shares issued and outstanding |
|
23,000 |
|
|
23,000 |
| ||
| Common stock – Class B, $.001 par value, 150,000,000 shares authorized, 2,867,000 shares issued and outstanding |
|
3,000 |
|
|
3,000 |
| ||
| Common stock – Class C, $.001 par value, 150,000,000 shares authorized, 3,132,000 shares issued and outstanding |
|
3,000 |
|
|
3,000 |
| ||
| Common stock – Class D, $.001 par value, 150,000,000 shares authorized, 76,171,000 and 76,183,000 shares issued and outstanding |
|
76,000 |
|
|
76,000 |
| ||
| Accumulated other comprehensive loss |
|
(3,006,000 |
) |
|
(3,530,000 |
) | ||
| Stock subscriptions receivable |
|
(33,344,000 |
) |
|
(33,807,000 |
) | ||
| Additional paid-in capital |
|
1,408,435,000 |
|
|
1,408,528,000 |
| ||
| Accumulated deficit |
|
(128,167,000 |
) |
|
(126,292,000 |
) | ||
| Total stockholders’ equity |
|
1,244,023,000 |
|
|
1,245,004,000 |
| ||
| Total liabilities and stockholders’ equity |
$ |
1,984,360,000 |
|
$ |
1,969,880,000 |
| ||
The accompanying notes are an integral part of these consolidated balance sheets.
4
RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended | |||||||
| 2002 |
2003 | ||||||
| (Unaudited) | |||||||
| REVENUE: |
|||||||
| Broadcast revenue, including barter revenue of $786,000 and 784,000, respectively |
$ |
65,937,000 |
|
$ |
71,994,000 | ||
| Less: agency commissions |
|
7,626,000 |
|
|
8,564,000 | ||
| Net broadcast revenue |
|
58,311,000 |
|
|
63,430,000 | ||
| OPERATING EXPENSES: |
|||||||
| Program and technical, exclusive of depreciation and amortization shown separately below |
|
11,502,000 |
|
|
12,616,000 | ||
| Selling, general and administrative |
|
20,996,000 |
|
|
21,746,000 | ||
| Corporate expenses |
|
2,915,000 |
|
|
3,633,000 | ||
| Depreciation and amortization |
|
4,422,000 |
|
|
4,514,000 | ||
| Total operating expenses |
|
39,835,000 |
|
|
42,509,000 | ||
| Operating income |
|
18,476,000 |
|
|
20,921,000 | ||
| INTEREST EXPENSE, including amortization of deferred financing costs |
|
16,917,000 |
|
|
10,450,000 | ||
| LOSS ON DISPOSAL OF ASSETS, net |
|
(10,000 |
) |
|
— | ||
| OTHER INCOME, net |
|
528,000 |
|
|
667,000 | ||
| Income before provision for income taxes and cumulative effect of accounting change |
|
2,077,000 |
|
|
11,138,000 | ||
| PROVISION FOR INCOME TAXES |
|
816,000 |
|
|
4,228,000 | ||
| Income before cumulative effect of accounting change |
|
1,261,000 |
|
|
6,910,000 | ||
| CUMULATIVE EFFECT OF ACCOUNTING CHANGE, net of income taxes of $15,038,000 |
|
(29,847,000 |
) |
|
— | ||
| Net (loss) income |
$ |
(28,586,000 |
) |
$ |
6,910,000 | ||
| NET (LOSS) INCOME APPLICABLE TO COMMON STOCKHOLDERS |
$ |
(33,621,000 |
) |
$ |
1,875,000 | ||
| BASIC AND DILUTED NET (LOSS) INCOME PER COMMON SHARE: |
|||||||
| Net (loss) income before cumulative effect of accounting change |
|
(.04 |
) |
|
.02 | ||
| Cumulative effect of accounting change |
|
(.31 |
) |
|
— | ||
| Net (loss) income |
$ |
(.35 |
) |
$ |
.02 | ||
| WEIGHTED AVERAGE SHARES OUTSTANDING |
|||||||
| Basic |
|
94,229,000 |
|
|
104,576,000 | ||
| Diluted |
|
94,229,000 |
|
|
104,863,000 | ||
The accompanying notes are an integral part of these consolidated statements.
5
RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2002, AND FOR THE THREE MONTHS ENDED MARCH 31, 2003 (UNAUDITED)
| Convertible preferred stock |
Common stock Class A |
||||||