United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended August 31, 2001 Commission File Number: 0-24075
NBG RADIO NETWORK, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 88-0362102
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
520 SW Sixth Avenue, Suite 750
Portland, Oregon 97204
(Address of principal executive offices) (Zip Code)
(503) 802-4624
(Issuer's telephone number, including area code)
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 [ ]
The registrant has one class of Common Stock with 14,385,651 shares
outstanding as of October 12, 2001.
Transitional Small Business Issuer Disclosure Format (check one):
Yes [ ] No [X].
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NBG RADIO NETWORK, INC.
BALANCE SHEETS
ASSETS
------
August 31 August 31 November 30,
2001 2000 2000
------------------------- ----------------- ------------------
(Unaudited) (Unaudited) (Audited)
CURRENT ASSETS
Cash and cash equivalents $ 399,623 $ 565,956 $ 854,623
Receivables:
Accounts receivable, net of allowance
for doubtful accounts of $60,000 at
August 31, 2001 and November 30,
2000; $1,200 August 31, 2000 4,467,040 4,071,176 3,913,699
Unbilled receivable - - 195,739
Note receivable 167,200 167,200 167,200
Related-party receivable 219,790 107,674 82,242
Barter exchange receivables 102,054 109,074 81,881
Sales representation agreements, net of
amortization 497,776 1,168,566 3,190,003
Prepaid expenses and other current
assets 261,399 27,557 127,558
------------------------- ----------------- ------------------
Total current assets 6,114,882 6,217,203 8,612,945
------------------------- ----------------- ------------------
PROPERTY AND EQUIPMENT, net of
accumulated depreciation 172,255 201,426 188,896
INTANGIBLE ASSETS, net of
amortization 6,666,095 1,349,171 1,253,930
-------------------------
----------------- ------------------
Total assets $ 12,953,232 $ 7,767,800 $ 10,055,771
========================= ================= ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
August 31 August 31 November 30,
2001 2000 2000
------------------------- ----------------- ------------------
(Unaudited) (Unaudited) (Audited)
CURRENT LIABILITIES
Line of credit $ - $ 50,000 $ 400,000
Accounts payable 928,083 302,958 581,130
Accrued liabilities 176,339 9,831 163,912
Sales representation agreement
liabilities 365,588 948,069 3,039,727
------------------------- ----------------- ------------------
Total current liabilities 1,470,010 1,310,858 4,184,769
------------------------- ----------------- ------------------
OTHER LIABILITIES
Long-term debt, net of discount 4,121,667 - -
------------------------- ----------------- ------------------
Total other liabilities 4,121,667 - -
------------------------- ----------------- ------------------
STOCKHOLDERS' EQUITY
Preferred stock, 5,000,000 shares authorized,
and unissued
Common stock, $.001 par value;
50,000,000 common shares authorized
14,385,651, 12,273,828, and 12,321,831
common shares issued and outstanding at August
31, 2001, August 31, 2000, and November 30,
2000, respectively 14,386 12,273 12,322
Additional paid-in capital 11,290,610 6,769,799 6,795,719
Retained deficit (3,715,901) (310,064) (922,926)
Stock subscription receivable (227,540) (15,066) (14,113)
------------------------- ----------------- ------------------
Total stockholders' equity 7,361,555 6,456,942 5,871,002
------------------------- ----------------- ------------------
Total liabilities and stockholders'
equity $ 12,953,232 $7,767,800 $ 10,055,771
========================= ================= ==================
See Accompanying Notes
NBG RADIO NETWORK, INC.
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED August 31, NINE MONTHS ENDED August 31,
--------------------------------------- ---------------------------------------------
2001 2000 2001 2000
----------------- ------------------ ------------------- ---------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
REVENUES
Advertising income $ 3,300,823 $ 2,806,192 $ 9,450,542 $ 8,069,426
Kiosk income 385,493 300,800 907,677 419,146
Interest income 1,834 140 5,952 5,432
----------------- ------------------ ------------------- ---------------------
Total revenues 3,688,150 3,107,132 10,364,171 8,494,004
DIRECT COSTS 3,037,390 1,893,136 8,068,697 4,474,621
----------------- ------------------ ------------------- ---------------------
GROSS MARGIN 650,760 1,213,996 2,295,474 4,019,383
----------------- ------------------ ------------------- ---------------------
GENERAL AND ADMINISTRATIVE EXPENSES
Wages and employee benefits 791,922 520,056 2,193,359 1,284,694
Travel and entertainment 79,039 58,132 251,818 146,746
Consulting and professional 697,376 135,142 1,201,000 343,847
Advertising 26,181 24,933 49,288 47,444
Depreciation and amortization 410,756 108,196 625,920 325,102
Postage and printing 33,227 52,298 94,893 122,493
Rent 36,040 26,465 82,992 75,501
Interest 254,437 1,487 275,115 2,977
Office supplies 9,973 18,562 43,022 45,905
Telephone 17,256 26,649 70,120 66,726
Other expenses 73,187 31,414 200,922 118,974
----------------- ------------------ ------------------- ---------------------
Total general and
administrative expenses 2,429,394 1,003,334 5,088,449 2,580,409
----------------- ------------------ ------------------- ---------------------
Net income (loss) before
provision for income taxes (1,778,634) 210,662 (2,792,975) 1,438,974
Provision for income taxes - - - -
----------------- ------------------ ------------------- ---------------------
Net income (loss) $(1,778,634) $ 210,662 $ (2,792,975) $ 1,438,974
================= ================== =================== =====================
Basic earnings (loss) per share of
common stock $ (0.12) $ 0.02 $ (0.20) $ 0.11
================= ================== =================== =====================
Diluted earnings (loss) per share of
common stock $ (0.12) $ 0.01 $ (0.20) $ 0.10
================= ================== =================== =====================
Weighted average number of shares
outstanding - basic 14,365,851 12,190,293 13,791,470 12,175,293
================= ================== =================== =====================
Weighted average number of
shares outstanding - diluted 14,365,851 14,659,301 13,791,470 14,522,689
================= ================== =================== =====================
See Accompanying Notes
NBG RADIO NETWORK, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
Stock Other
Additional Retained Subscription Comprehen-
Common Stock Paid-In Deficit Receivable sive Total
Capital Income
----------------------- ------------ ------------ ------------ ------------ -----------
Shares Amount
----------- ----------
BALANCE, November 30, 1998 10,490,700 $ 10,490 $ 3,930,211 $ (484,763) $ (180,757) - $3,275,181
Issuance of common shares for
business acquisition 350,000 350 1,266,650 - -
- 1,267,000
Exercise of options and 1,319,593 1,320 1,511,550 - - -
warrants 1,512,870
Services provided for payment
of subscribed shares - - - - 74,744 - 74,744
Net loss for the year - - - (1,264,275) - - (1,264,275)
Change in unrealized loss on
marketable securities - - - - - (31,250) (31,250)
----------- ---------- ------------ ------------ ------------ ------------ -----------
BALANCE, November 30, 1999 12,160,293 12,160 6,708,411 (1,749,038) (106,013) (31,250) 4,834,270
Exercise of options 161,538 162 87,308 - - - 87,470
Services provided for payment
of subscribed shares - - - - 91,900 - 91,900
Net income for the year - - - 826,112 - - 826,112
Change in unrealized loss on
marketable securities - - - - - 31,250 31,250
----------- ---------- ------------ ------------ ------------ ------------ -----------
BALANCE, November 30, 2000 12,321,831 $ 12,322 $ 6,795,719 (922,926) $ (14,113) $ - $5,871,002
Issuance of common shares 1,351,920 1,352 1,800,568 - - - 1.801,920
Exercise of options 577,590 578 312,457 - - - 313,035
Issuance of common shares for
services 134,000 134 231,870 - (228,000) - 4,000
Services provided for payment
of subscribed shares - - - - -
14,537 14,573
Allocated value of option for 2,150,000
warrants - - 2,150,000 - - -
Net Loss - - (2,792,975) -
- - (2,792,975)
----------- ---------- ------------ ------------ ------------ ------------ -----------
BALANCE, August 31, 2001 14,385,651 $ 14,386 $11,290,610 $(3,715,901) $(227,540) $ - $7,361,555
=========== ========== ============ ============ ============ ============ ===========
See Accompanying Notes
NBG RADIO NETWORK, INC.
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED AUGUST 31
(Unaudited)
---------------------------------------------
2001 2000
---------------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (2,792,975) $ 1,438,974
Adjustments to reconcile net income (loss) to cash from
operating activities: Depreciation and amortization 625,920 325,102
Shares issued for services 4,000
Amortization of long-term debt discount to interest expense 71,667 -
Services provided in payment of subscribed shares 14,573 90,947
Sales representation contract agreement amortization, net
of acquisition adjustments 2,440,473 (12,877)
Changes in assets and liabilities:
Accounts receivable (546,341) (1,949,969)
Loan receivable - (167,200)
Unbilled receivables 195,739 -
Barter exchange receivable (20,173) 39,062
Prepaid expenses and other assets (283,841) 2,721
Securities available for sale - 468,750
Deferred programming revenue - (500,000)
Payments on sales representation agreement liabilities (2,962,139) (207,620)
Accounts payable 269,214 123,309
Accrued liabilities 12,427 (21,784)
---------------------- ------------------
Net cash from operating activities (2,971,456) (370,585)
---------------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Related-party receivables $ (137,548) $ (60,212)
Unrealized gain on investment security - 31,250
Net cash paid for acquisition of Glenn Fisher Entertainment
Corporation (5,253,689) -
Acquisition of property and equipment (7,262) (38,089)
---------------------- ------------------
Net cash from investing activities (5,398,499) (67,051)
---------------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings of long-term debt 6,200,000 -
Issuance of common stock 1,801,920 61,500
Proceeds from stock options exercised and issuance of common
stock 313,035 -
Shares issued for services 4,000 -
Discount on debt 2,150,000 -
Net (payments) advances on line of credit (400,000) 50,000
Net cash from financing activities 7,914,955 111,500
---------------------- ------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(455,000) (326,136)
CASH, beginning of year 854,623 892,092
---------------------- ------------------
CASH, end $ 399,623 $ 565,956
====================== ==================
NBG RADIO NETWORK, INC.
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED AUGUST 31
-------------------------------------------
2001 2000
---------------------- ----------------
(Unaudited) (Unaudited)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ 48,188 $ 1,487
====================== ================
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES
Capitalization of programming contract assets and
recognition of related liabilities $ 288,000 $ 1,354,994
====================== ================
Allocated value of issued option to acquire warrants to
additional paid-in capital $ 2,150,000 $ -
====================== ================
Issuance of common stock for services, net of stock
subscription receivable $ 228,000 $ -
====================== ================
See Accompanying Notes
NOTE 1 - ORGANIZATION AND BUSINESS ACTIVITY
NBG Radio Network, Inc. (the "Company") was organized under the laws of
the state of Nevada on March 27, 1996, with the name of Nostalgia
Broadcasting Corporation. In January 1998, the stockholders approved
the Company's name change to NBG Radio Network, Inc. The Company
creates, produces, distributes and is a sales representative for
national radio programs, and offers other miscellaneous services to
radio stations. The Company offers radio programs to the radio stations
in exchange for commercial broadcast time, which the Company sells to
national advertisers.
NOTE 2 - BASIS OF PRESENTATION
The accompanying financial statements of NBG Radio Network, Inc. (the
"Company") have been prepared in accordance with the instructions to
Form 10-QSB. They do not include all information and footnotes
necessary for a fair presentation of financial position and results of
operations and cash flows in conformity with accounting principles
generally accepted in the United States of America. These financial
statements should be read in conjunction with the financial statements
and related notes contained in the Company's Annual Report on Form
10-KSB for the year ended November 30, 2000. In the opinion of
management, all adjustments considered necessary (consisting only of
normal recurring adjustments) for a fair presentation have been
included in the interim period. Certain reclassifications have been
made to prior period financial statements to conform to current period
financial statement presentation.
Operating results for the three and nine month periods ended August 31,
2001 and 2000, are not necessarily indicative of the results that may
be expected for the year ended November 30, 2001, or any future period.
The interim consolidated financial statements include the accounts of
NBG Radio Network, Inc. and its wholly owned subsidiaries, Glenn Fisher
Entertainment Corporation ("GFEC"), NBG Solutions, Inc., NBG Travel
Exclusives, Inc. and NBG Interactive, Inc., after elimination of
inter-company transactions and balances. NBG Travel Exclusives, Inc.
and NBG Interactive, Inc. Have had no significant activity since 1999.
NOTE 3 - EARNINGS (LOSS) PER SHARE OF COMMON STOCK
Basic earnings (loss) per share of common stock is computed by dividing
net income (loss) available to common shareholders by the
weighted-average number of common shares outstanding during the period.
Diluted earnings per share reflects the potential dilution that could
occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the Company.
NOTE 4 - ACQUISITION OF GLENN FISHER ENTERTAINMENT CORPORATION
Basis of Presentation - On June 29, 2001, the Company acquired all of
the common stock of GFEC for approximately $5.3 million from GFEC's
sole shareholder, Glenn Fisher. As of the date of the acquisition, GFEC
became a wholly owned subsidiary of the Company.
The acquisition of GFEC was accounted for using the purchase method of
accounting. Under this method of accounting, the assets acquired and
liabilities assumed by the Company were recorded at their respective
fair market values at the effective date of acquisition as follows:
Goodwill $3,792,689
Identifiable intangibles (contract rights) 1,518,688
Assets 733,287
Liabilities (764,239)
-----------
Total consideration for GFEC $5,280,425
===========
In accordance with the acquisition agreement, the Company was obligated
to pay up to $400,000 for certain tax related matters incurred by the
former shareholder of GFEC, with total consideration for GFEC not to
exceed $5.4 million. To date, these costs include, but may not be
limited to, a liability of $280,425.
Identifiable intangible assets (contract rights) of $1,518,688 have
been recognized and will be amortized over the lives of the underlying
assets, which have a weighted average life of 2.5 years. Goodwill, the
excess of the purchase price over the fair value of the assets acquired
and liabilities assumed, has been recorded at $3,792,689. Amortization
of identifiable intangible assets and goodwill resulted in a charge to
earnings of approximately $298,000 for the period from acquisition
(June 29, 2001) to August 31, 2001.
In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No 142, Goodwill and Other Intangible
Assets, which will become effective for fiscal years beginning after
December 15, 2001. Under the new accounting pronouncement, goodwill
(and intangible assets deemed to have indefinite lives) will no longer
be amortized but will be subject to annual impairment tests in
accordance with the Statement. Other intangible assets, including
recorded contract rights, will continue to be amortized over their
useful lives. During 2002, the Company will perform the first of the
required impairment tests of goodwill and indefinite lived intangible
assets but has not yet determined what the effect of these tests will
be on the earnings and financial position of the Company, if any.
Long-term Debt - The Company financed the acquisition of GFEC through a
$6.2 million credit facility with MCG Finance Corporation ("MCG"). The
credit facility is secured by all of the assets of the Company,
including the stock of the Company's subsidiaries, and is structured to
allow for the possibility of additional funding of up to $10 million.
In exchange for $6.2 million, the Company, along with each and all of
its subsidiaries, including GFEC, issued MCG a note with a face value
of $6.2 million. As additional consideration for the $6.2 million, the
Company issued MCG an option to acquire warrants to acquire the
Company's common stock. The fair market value of this option is
estimated to be $2.15 million. With the proceeds, the Company acquired
the stock of GFEC, retired its outstanding line of credit in the amount
of $500,000, and paid financing fees and costs related to the
acquisition (see Note 4 to the financial statements). The Company also
received excess cash to fund potential purchase price adjustments and
meet the Company's working capital obligations. Disbursement of the
funds was as follows:
MCG credit facility $6,200,000
Acquisition price of GFEC
common stock $(5,000,000)
Pre-payments by the Company 300,000
-------
Paid to Glenn Fisher $(4,700,000)
Pay-off of the Company's line of credit (500,000)
Prepaid loan fee (150,000)
Financing Fees and costs (233,700)
---------
(5,583,700)
Net cash to the Company $616,300
From the date of acquisition (June 29, 2001) to August 31, 2001,
interest expense related to the financing, including deferred interest,
was $158,685. Interest expense recognized for the amortization of the
pro rata share allocated to common stock warrants was $71,666 for the
same period.
Pro Forma Results of Operations - The following unaudited pro forma
financial information has been prepared using the purchase method of
accounting and is based on the historical financial statements of the
Company and GFEC assuming the acquisition had been concluded at the
beginning of the periods presented. The unaudited pro forma condensed
financial information combines GFEC's balance sheet as of December 31,
2000 with the balance sheet of the Company as of November 30, 2000;
and, GFEC's statement of income for the three and nine months ended
September 30, 2001 with the Company's statement of income for the three
and nine months ended August 31, 2001. Certain amounts in the
historical financial statements of GFEC have been reclassified and
adjusted to conform with the Company's historical financial
presentation. All inter-company transactions have been eliminated.
The effect of the Company's acquisition of GFEC is discussed further in
"Management's Discussion and Analysis" (see Part I, Item 2).
Intercompany Transactions - Prior to the acquisition of GFEC, the
Company and GFEC entered into a number of joint business transactions.
In its transactions with the Company, GFEC sold the Company its rights
to employment and syndication agreements with radio program
personalities or producers pursuant to sales representation agreements.
The sales representation agreements were recorded by GFEC as contracts
receivable and deferred revenues when the determinable amount of
noncancellable agreements were identified. In its transactions with
GFEC, the Company recognized its liabilities to GFEC in accordance with
the acquired sales representation agreements. The costs of the sales
representation agreements were deferred by the Company until such time
that they were matched with related programming revenues.
In consolidation, the intercompany contracts receivable and deferred
revenue balances recognized by GFEC and the unamortized sales
representation agreement costs and contract liabilities recognized by
the Company were eliminated, resulting in the recognition of $539,754
in additional goodwill.
Acquisition Costs and Anticipated Cost Savings - In connection with the
financing with MCG, the Company incurred financing related costs of
$383,700. The costs are primarily related to due diligence and legal
costs incurred by the lender, investment banking fees, and loan fees.
This figure does not include the Company's legal or accounting costs
incurred in connection with the acquisition of GFEC.
The Company expects to increase pre-tax income by achieving annual cost
savings of $855,000, $772,000 and $1,129,000 for the years ending
November 30, 2001, 2002 and 2003, respectively, by acquiring GFEC and
the rights to the employment, production, and syndication agreements.
However, there can be no assurance that anticipated operating cost
savings will be achieved in the amounts or at the times anticipated.
Consulting Agreement - As part of the acquisition by the Company, Glenn
Fisher, the former president and sole shareholder of GFEC, entered into
a three-year consulting agreement with the Company. Terms of the
consulting agreement provide for monthly payments of $16,667 to Fisher
for the three-year period covered by the consulting agreement (see
Exhibit 10.7).
Item 2. Management's Discussion and Analysis or Plan of Operation
-----------------------------------------------------------------
Forward Looking Statements
--------------------------
The information set forth below (and in Note 4 of the interim financial
statements) relating to matters that are not historical facts are "forward
looking statements" within the meaning of Section 21E of the Securities Exchange
Act of 1934 and involve risks and uncertainties which could cause actual results
to differ materially from those contained in such forward looking statements.
Such risks and uncertainties include, but are not limited to, the following:
o A decline in national and regional advertising
o Preference by customers of other forms of advertising such as newspapers
and magazines, outdoor advertising, network radio advertising, yellow page
directories and point of sale advertising
o Loss of executive management personnel
o Ability to maintain and establish new relations with radio stations
o Ability to predict public taste with respect to entertainment programs
Three Months and Nine Months Ended August 31, 2001 and 2000
-----------------------------------------------------------
Reference is made to Item 6, "Management's Discussion and Analysis or Plan
of Operation" included in the Company's annual report on Form 10-KSB for the
year ended November 30, 2000, as amended, on file with the Securities and
Exchange Commission. The following discussion and analysis pertains to the
Company's results of operations for the three-month and nine-month periods ended
August 31, 2001, compared to the results of operations for the three-month and
nine-month periods ended August 31, 2000, and to the Company's financial
condition as of November 30, 2000 and August 31, 2001.
REVENUES. Revenues for the three months ended August 31, 2001 were
$3,688,150 as compared to revenues of $3,107,132 for the same period in 2000,
representing an increase of $581,018, or 19%. Total revenues for the nine months
ended August 31, 2001 were $10,364,171 compared to total revenues of $8,494,004
for the same period in 2000, representing an increase of $1,870,167, or 22%.
This increase was due to the Company's acquisition of sales representation
agreements and new programming over the last six months (including contracts
acquired from GFEC). These sales representation agreements complement the
Company's current programming lineup. The sales representation agreements allow
the Company to sell commercial broadcast inventory on behalf of independent
third party program producers. In exchange for this service the Company keeps a
commission based upon the advertising time sold within the program. Thus,
through these new acquired programs there has been an increase in programming
inventory available for sale by the Company. The Company has acquired 17 new
programs and services since September 30, 2000. These acquisitions increase the
amount of commercial broadcast programming the Company has available to sell and
air in the top media markets across the country. In addition to increased
programming inventory, the Company's has continued to grow its network of radio
station affiliates airing its programs. The Company has increased its listening
audience by successfully adding stations in the top media markets. Finally, the
Company's wholly owned subsidiary NBG Solutions, Inc. has increased its revenues
from $419,146 for the nine-month period ended August 31, 2000 to $907,677 for
the comparable nine-month period in 2001.
DIRECT COSTS. Direct costs for the three months ended August 31, 2001 and
2000 were $3,037,390 and $1,893,136, respectively, representing an increase of
$1,144,254, or 60%. Direct costs for the nine months ended August 31, 2001 and
2000 were $8,068,697 and $4,474,621 respectively, representing an increase of
$3,594,076, or 80%. The increase for the three-month and nine-month periods is
due primarily to the increase in the number of programs and services the Company
currently provides. Since September 30, 2000 the Company has added 17 new
programs or services to its lineup. These additions have lead to the increase in
the total cost of producing the Company's programs. Long-form programs are more
expensive to produce due to the increase cost of delivery of the program via
satellite and the extra telephone charges incurred for caller driven programs.
Short-form programs are distributed on CD via the mail, a much less expensive
form of distribution. In addition to the higher production costs, the new
programs acquired by the Company have high profile hosts such as Snoop Dogg,
Hollywood Hamilton, and Dave Koz. The Company pays larger fees to these high
profiled hosts because their programs are aired in top media markets. In
addition to increasing the Company's programming lineup the number of sales
representation contracts have increased. Under a sales representation agreement,
the Company may sell commercial broadcast time to radio stations on behalf of a
third party
program producer. The Company keeps a sales commission and pays the balance of
the sale price to the third party program producer. These payments were
$748,145, an increase of $454,276, or 155% for the three months ended August 31,
2001 compared to the same period in 2000. For the nine months ended August 31,
2001 sales representation payments were $2,105,165, an increase of 219% compared
to the same period in 2000. Finally, on June 29, 2001 the Company completed the
acquisition of GFEC. Prior to the Company's acquisition of GFEC, the Company
served as the primary sales representation firm for GFEC. As provided for by the
sales representation contracts with GFEC the Company made non-refundable
deposits for commercial broadcast time. Due to the cancellation of programming a
portion of the pre-paid commercial broadcast time was never used. The Company's
write-off to direct costs for these non-refundable deposits of unused
programming inventory was $315,123.
GROSS MARGIN. Gross margin for the three months ended August 31, 2001 was
$650,760, a decrease of $563,236, or 46%, compared to the same period in 2000.
Gross margin for the nine months ended August 31, 2001 was $2,295,474, a
decrease of $1,723,909, or 43%, compared to the same period in 2000. The primary
reason for the decrease for the three-month and nine-month periods is that the
Company acquired a majority of its new programs and services during the fourth
quarter of 2000. In the Company's industry it is typical to sell commercial
advertising six to twelve months in advance. As a result, the Company recognized
only an initial portion of the revenues from these new programs in the third
quarter of 2001. The Company anticipates recognizing increasing revenues for
these new programs in the fourth quarter of 2001. However, the Company has and
will continue to have production costs associated with these programs in the
interim periods. Due to the economic downturn, advertising rates have decreased
throughout the industry. Although the Company has increased its programming
lineup and its presence in top media markets, the Company's growth coupled with
the decline in advertising rates has resulted in a smaller gross margin for the
nine months ended August 31, 2001 compared to the same period in 2000.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
for the three months ended August 31, 2001 were $2,429,394, representing an
increase of $1,426,060, or 142%, over the same period in 2000. For the nine
months ended August 31, 2001 general and administrative expenses increased
$2,653,831, or 103%, over the same period in 2000. The increase for the
three-month and nine-month periods is due to increased wages and employee
benefits, professional fees, depreciation and amortization, and interest
expense. The Company increased the staff size in order to support the Company's
growth. Management also decided to provide additional benefits to its employees,
including life insurance, disability insurance, and an increase in health and
medical benefits. The increase in professional fees is primarily a result of the
acquisition of GFEC (see Note 4 to financial statements) and a new investor
relations campaign. Amortization expense increased $298,240 as a result of
identifiable intangibles (contract rights) and goodwill acquired in the
acquisition of GFEC. Finally, the interest expense for the debt outstanding
under the Company's credit facility (discussed below) was $230,372 for the
period ended August 31, 2001.
INCOME TAXES. Due to loss carry forwards there was no provision for income
taxes during the three months ended August 31, 2001. For the nine months ended
August 31, 2001 the Company paid $125,000 in estimated taxes. The payment will
likely be refunded to the Company.
NET INCOME (LOSS) AND EARNINGS (LOSS) PER SHARE. Net loss for the three
months ended August 31, 2001 was $1,778,634, or $.12 per diluted share, compared
to net income of $210,662, or $.01 per diluted share, for the same period in
2000. Net loss for the nine months ended August 31, 2001 was $2,792,975, or $.20
per diluted share, compared to net income of $1,438,974, or $.10 per diluted
share, for the same period in 2000. The loss for the three-month and nine-month
periods in 2001 was primarily due to the overall downturn in economic conditions
resulting in the cancellation or changes to advertising revenues. The Company
also incurred increased non-cash expenses for the amortization of intangible
assets reported in the acquisition of GFEC and interest expense associated with
the financing for the GFEC acquisition in the third quarter.
On June 29, 2001 the Company acquired all of the common stock of GFEC for
$5,280,425 and, as of the date of the acquisition, GFEC became a wholly owned
subsidiary of the Company. Prior to the acquisition of GFEC, the Company,
through sales representation contracts, was the primary sales agent for GFEC. In
consideration for the sales representation rights the Company paid a monthly fee
to GFEC. The Company anticipates cost savings arising from this acquisition as a
result of not having to pay the monthly fee to GFEC but rather only paying
monthly operating expenses necessary to service these representation contracts
(see Note 4 to the financial statements). In addition to these anticipated cost
savings the Company also anticipates that it will recognize additional revenue
from the GFEC program the Company was not the sales representative agent for
prior to this acquisition.
Pro-Forma results of operations have been prepared assuming the
acquisition had been concluded at the beginning of the periods presented (see
Note 4 to the financial statements). The following is a discussion of those
results of operations.
PRO-FORMA REVENUES. Total consolidated revenues for the three months ended
August 31, 2001 were $3,688,150 compared to pro-forma revenues of $3,722,912,
representing an increase of $34,762, or 0.94%. Total consolidated revenues for
the nine months ended August 31, 2001 were $10,364,171 compared to total
consolidated pro-forma revenues of $10,407,158, representing an increase of
$42,987, or 0.4%. This increase was due to the recognition of revenue from one
program owned by GFEC that the Company was not the sales representative for
prior to the acquisition of GFEC.
PRO-FORMA NET (LOSS) AND EARNINGS (LOSS) PER SHARE. Net consolidated loss for
the three months ended August 31, 2001 was $1,778,634, or $0.08 per share,
compared to a net consolidated pro-forma loss of $2,627,036, or $0.18 per share,
representing an increase in the loss of $848,802. Net consolidated loss for the
nine months ended August 31, 2001 was $2,792,975, or $0.23 per share, compared
to a net consolidated pro-forma loss of $4,881,996, or $0.40 per share,
representing and increase of $2,089,021. The main reason for the increased loss
is the amortization and interest expense increase as a result of the acquisition
of GFEC. For the three months ended August 31, 2001 amortization of goodwill and
intangibles on a pro-forma basis increased $447,360 and interest expense
increased $343,563. For the nine months ended August 31, 2001 amortization of
goodwill and intangibles on a pro-forma basis increased $1,188,492 and interest
expense increased $1,029,180.
Liquidity and Capital Resources
-------------------------------
Historically, the Company has financed its working capital requirements
through cash flows generated from operations and financing activities. The
Company's working capital at August 31, 2001 was $4.46 million compared to $5.11
million at August 31, 2000. The primary cause for the Company's decrease in
working capital was the acquisition of GFEC. When the Company acquired GFEC, it
could no longer recognize its sales representation contracts with GFEC on its
balance sheet because generally accepted accounting principles prohibit the
recognition of intercompany transactions (see Note 4 to the financial
statements).
In January 2001 the Company completed a private placement of 547,000 units
at $1.00 per unit. Each unit consisted of one share of common stock and one
warrant to purchase one share of common stock, exercisable immediately. The
warrants are exercisable for $1.50 per share and expire on January 19, 2003. The
Company received proceeds of $547,000 from the private placement.
In March of 2001 the Company completed a private placement of 204,920
units at $1.00 per unit. Each unit consisted of one share of common stock and
one warrant to purchase one share of common stock, exercisable September 5,
2001. The warrants are exercisable for $1.50 per share and expire on March 5,
2003. The Company received proceeds of $204,920 from the private placement.
In March of 2001 the Company completed a private placement of 600,000
units at $1.75 per unit. Each unit consisted of one share of common stock and
one warrant to purchase one share of common stock exercisable immediately. The
warrants are exercisable for $2.00 per share and expire on March 31, 2003. The
Company received $1,050,000 from the private placement.
On June 29, 2001, the Company acquired GFEC for approximately $5.3 million
in cash. The acquisition was financed through a $6.2 million credit facility
with MCG. The surplus funds from the credit facility were used to retire the
Company's $500,000 line of credit with Western Bank, pay various fees and costs
associated with the acquisition, and increase the Company's working capital. The
MCG credit facility is secured by all of the Company's assets, including its
intellectual property and the stock of its subsidiaries. The credit facility is
structure to allow for the possibility of an additional $10 million in future
financing. The interest rate on the amounts outstanding under the credit
facility is comprised of two parts; a deferred fixed rate of 3.0% and a variable
rate. Currently the interest rate, including both the fixed and variable
components, is 14.71% per annum. The variable portion of the interest rate is
due quarterly while the deferred fixed portion is due upon the termination of
the credit facility. The terms of the credit facility prohibit the Company from
paying dividends or repurchasing its common stock. The Company was also required
by the credit facility to make certain amendments to the employment agreements
for John Holmes and Dean Gavoni. The credit facility terminates in June 2006
unless prepaid earlier by the Company.
As part of the consideration for the credit facility, the Company issued an
option to acquire warrants to purchase shares of common stock to MCG. To
exercise the option, MCG must agree to forgo collection of one-half of the fixed
portion of the interest rate. The option is exercisable immediately and will
expire upon the termination of the credit facility. If the option is exercised,
MCG will receive warrants to acquire 4,850,235 shares of the Company's common
stock. The warrants provide that 4,084,408 of these common shares may be
acquired at an exercise price of $1.20 per share and the remaining 765,827
common shares may be acquired at an exercise price of $3.00 per share. The
warrants become immediately exercisable and will expire on June 30, 2011.
On June 29, 2001, the Company issued 200,000 warrants to purchase common
shares to principals at Colebrooke Capital, Inc., the Company's investment
banker. The warrants were issued as compensation for the services rendered to
the Company by Colebrooke Capital, Inc. during the acquisition of GFEC and the
negotiation of the Company's credit facility with MCG. The warrants are
exercisable immediately and will expire on June 29, 2006. The exercise price for
the warrants is $1.22 per share.
On June 30, 2001, the Company loaned a total of $250,000 to four of its
officers in exchange for unsecured promissory notes. The notes carried an
interest rate of 6% and are payable in ten equal annual installments of
principal and interest starting July 1, 2002. All of these notes were assigned
to MCG as additional collateral for the credit facility.
Management believes that its available cash together with operating
revenues will be sufficient to fund the Company's working capital requirements
through November 30, 2002.
On June 29, 2001 the Company acquired all of the common stock of GFEC for
$5,280,425 and, as of the date of the acquisition, GFEC became a wholly owned
subsidiary of the Company. Prior to the acquisition of GFEC, the Company,
through sales representation contracts, was the primary sales agent for GFEC. In
consideration for the sales representation rights the Company paid a monthly fee
to GFEC. The Company anticipates cost savings arising from this acquisition as a
result of not having to pay the monthly fee to GFEC but rather only paying
monthly operating expenses necessary to service these representation contracts
(see Note 4 to the financial statements). In addition to these anticipated cost
savings the Company also anticipates that it will recognize additional revenue
from the GFEC program the Company was not the sales representative agent for
prior to this acquisition.
PART II - OTHER INFORMATION
---------------------------
Item 2. Changes in Securities
-----------------------------
(c) As part of the consideration for the credit facility, the Company
issued an option to acquire warrants to purchase shares of common stock to MCG.
To exercise the option, MCG must agree to forgo collection of one-half of the
fixed portion of the interest rate. The option is exercisable immediately and
will expire upon the termination of the credit facility. If the option is
exercised, MCG will receive warrants to acquire 4,850,235 shares of the
Company's common stock. The warrants provide that 4,084,408 of these common
shares may be acquired at an exercise price of $1.20 per share and the remaining
765,827 common shares may be acquired at an exercise price of $3.00 per share.
The warrants become immediately exercisable and will expire on June 30, 2011.
On June 29, 2001, the Company issued 200,000 warrants to purchase common
shares to principals at Colebrooke Capital, Inc., the Company's investment
banker. The warrants were issued as compensation for the services rendered to
the Company by Colebrooke Capital, Inc. during the acquisition of GFEC and the
negotiation of the Company's credit facility with MCG. The warrants are
exercisable immediately and will expire on June 29, 2006. The exercise price for
the warrants is $1.22 per share.
Under the terms of the credit facility, the Company is prohibited from
paying dividends on its common stock.
Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
(a) The annual meeting of the Company was held on July 27, 2001.
(b) The only matter of vote was the election of the Board of
Directors. The following were elected as Directors of the Company:
John A. Holmes, Dick Versace, Peter Jacobsen, and Ernie
Capobianco.
(c) The following are the results of the election of Directors:
- John A. Holmes 9,520,608 votes for. 0 votes against. 0 abstain.
- Dick Versace 9,302,608 votes for. 218,000 votes against. 0 abstain.
- Peter Jacobsen 9,302,608 votes for. 218,000 votes against. 0 abstain.
- Ernie Capobianco 9,520,608 votes for. 0 votes against. 0 abstain.
Item 6. Exhibits and Reports on Form 8-K
(a) The following are exhibits required by Item 601 of Regulation S-B:
2.1. Stock Purchase Agreement dated October 6, 2000 among NBG Radio
Network, Inc., Glenn Fisher Entertainment Corporation, and Glenn
Fisher (including First Amendment to Stock Purchase Agreement
dated October 25, 2000 and Sixth Amendment to Stock Purchase
Agreement dated June 29, 2001) (Filed as Exhibit 2.1 to Form 8-K
filed on July 13, 2001).
4.1 Credit Facility Agreement dated June 29, 2001 between MCG Finance
Corporation and NBG Radio Network, Inc., including each of its
direct and indirect subsidiaries (filed with the Form 13D by MCG
Finance Corporation on July 11, 2001).
4.2 Master Security Agreement, Collateral Assignment and Equity Pledge
dated June 29, 2001 by NBG Radio Network, Inc. and Glenn Fisher
Entertainment Corporation in favor of MCG Finance Corporation
(filed as Exhibit 2 to Schedule 13D by MCG Finance Corporation on
July 11, 2001).
4.3 Intellectual Property Security Agreement dated June 29, 2001 by
NBG Radio Network, Inc. in favor of MCG Finance Corporation.
4.4 Intellectual Property Agreement dated June 29, 2001 by Glenn
Fisher Entertainment Corporation in favor of MCG Finance
Corporation.
4.5 Option and Warrant Purchase Agreement dated June 29, 2001 between
MCG Finance Corporation and NBG Radio Network, Inc. (filed as
Exhibit 3 to Schedule 13D by MCG Finance Corporation filed on July
11, 2001).
4.6 Warrant Agreement by and between NBG Radio Network, Inc. and Sean
Kenlon dated June 29, 2001.
4.7 Warrant Agreement by and between NBG Radio Network, Inc. and
Patrick Flanagan dated June 29, 2001.
4.8 Warrant Agreement by and between NBG Radio Network, Inc. and
Dakota Trust c/o Jay Landesman and Stephen R. Field, Trustees
dated June 29, 2001.
10.1 Amended and Restated Employment Agreement between John A. Holmes,
III and NBG Radio Network, Inc. dated July 1, 2001
10.2 Amended and Restated Employment Agreement between Dean Gavoni and
NBG Radio Network, Inc. dated July 1, 2001
10.3 Promissory Note and Collateral Assignment by John A. Holmes III in
favor of NBG Radio Network, Inc. dated June 30, 2001.
10.4 Promissory Note and Collateral Assignment by Dean Gavoni in favor
of NBG Radio Network, Inc. dated June 30, 2001.
10.5 Promissory Note and Collateral Assignment by JJ Brumfield in favor
of NBG Radio Network, Inc. dated June 30, 2001.
10.6 Promissory Note and Collateral Assignment by Oliver Holmes in
favor of NBG Radio Network, Inc. dated June 30, 2001.
10.7 Consulting Agreement between Glenn Fisher Entertainment
Corporation and Glenn Fisher dated June 29, 2001.
(b) The Company filed a report on Form 8-K on July 13, 2001, which
reported the acquisition of GFEC. The Company filed a report on Form 8-K/A on
September 14, 2001, which included the financial statements required in
connection with the acquisition of GFEC.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NBG RADIO NETWORK, INC.,
a Nevada corporation
Date: October 15, 2001 By:
-------------------------------------------------
John J. Brumfield, Chief Financial Officer
Vice President, Finance
(Principal Financial and Accounting Officer)