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Nassau Broadcasting Corp – IPO: ‘S-1’ on 5/9/00

On:  Tuesday, 5/9/00, at 5:21pm ET   ·   Accession #:  950109-0-2016   ·   File #:  333-36634

Previous ‘S-1’:  None   ·   Next & Latest:  ‘S-1/A’ on 6/28/00

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/09/00  Nassau Broadcasting Corp          S-1                   11:1.1M                                   Donnelley R R & S… 01/FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)                251   1.02M 
 2: EX-2.1      Purchase & Exchange Agreement 03/24/00                70    252K 
 3: EX-2.3      Asset Purchase Agreement 02/29/00                     59    215K 
 4: EX-2.5      Asset Purchase Agreement 01/21/99                     30    106K 
 5: EX-2.7      Asset Purchase Agreement 08/07/98                     29    100K 
 6: EX-10.2     Time Brokerage Agreement 01/21/00                     31     60K 
 7: EX-21.1     Subsidiaries of the Registrant                         1      5K 
 8: EX-23.1     Consent of Grant Thornton LLP                          1      6K 
 9: EX-23.2     Consent of Ernst & Young LLP                           1      6K 
10: EX-23.3     Consent of Deloitte & Touche LLP                       1      6K 
11: EX-23.4     Consent of Weeks Holderbaum Huber & Degraw, LLP        1     11K 


S-1   —   Registration Statement (General Form)
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Michael S. Libretti
2Banc of America Securities LLC
4Summary
6Pending Acquisitions
71999
9The offering
14Market and Industry Data and Industry Terms
15Risk Factors
22Reorganization
26Use of Proceeds
"Dividend Policy
27Capitalization
28Dilution
30Unaudited Pro Forma Consolidated Financial Data
31Year ended December 31, 1999
37Selected Historical Financial Data
39Management's Discussion and Analysis of Financial Condition and Results of Operations
44Investing activities
"Financing activities
45New credit facility
46Senior discount notes
"Old credit facility
48Industry Overview
50Business
61Wchr (Fm)
71Management
"G. Daniel Henrickson, Jr
74Executive Compensation
"Indirect Ownership of Stock
77Stock Incentive Plan
81Related Party Transactions
83Principal Stockholders
85Description of Capital Stock
87Anti-takeover Effects of Provisions of Delaware law and Our Certificate of Incorporation and By-Laws
89Registration Rights
90Shares Eligible for Future Sale
92Material United States Federal Tax Consequences to Non-U.S. Holders of Our Class A Common Stock
94Underwriting
99Legal Matters
"Experts
"Where You Can Find Additional Information
100Index to Financial Statements
104Nassau Broadcasting Partners, L.P
108Notes to Financial Statements
115Wsus(Fm)
116Wilt(Am)
"Wjhr (Am)
130Aurora Communications, LLC (A Limited Liability Company)
132Total
134Notes to Consolidated Financial Statements
145Notes to Combined Financial Statements
152Statement of Cash Flows for the period of January 1, 1999 to October 26, 1999
166Westchester Radio, LLC
179Statement of Cash Flows for the period April 2, 1998 (date of inception) to December 31, 1998
188Commodore Media of Westchester, Inc
189Statement of Operations and Retained Earnings for the period of January 1, 1998 to April 1, 1998
190Statement of Cash Flows for the period of January 1, 1998 to April 1, 1998
197Statement of Operations and Retained Earnings for the year ended December 31, 1997
198Statement of Cash Flows for the year ended December 31, 1997
205Statement of Operations and Accumulated Deficit for the year ended December 31, 1996
206Statement of Cash Flows for the year ended December 31, 1996
213Combined Statement of Operations and Division Equity for the period of January 1, 1998 to May 29, 1998
214Combined Statement of Cash Flows for the period of January 1, 1998 to May 29, 1998
221Combined Statement of Operations and Division Equity for the year ended December 31, 1997
222Combined Statement of Cash Flows for the year ended December 31, 1997
229Combined Statement of Operations and Division Equity for the year ended December 31, 1996
230Combined Statement of Cash Flows for the year ended December 31, 1996
243Item 13. Other Expenses of Issuance and Distribution
"Item 14. Indemnification of Directors and Officers
"Item 15. Recent Sales of Unregistered Securities
244Item 16. Exhibits and Financial Statement Schedules
247Item 17. Undertakings
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As filed with the Securities and Exchange Commission on May 9, 2000 Registration Statement No. 333- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- Nassau Broadcasting Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 4832 Applied for (State or Other (Primary Standard (I.R.S. Employer Jurisdiction of Industrial Identification Number) Incorporation or Classification Code Organization) Number) 619 Alexander Road Princeton, New Jersey 08540 (609) 452-9696 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) -------------- Michael S. Libretti Executive Vice President and Chief Financial Officer Nassau Broadcasting Corporation 619 Alexander Road Princeton, New Jersey 08540 (609) 452-9696 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------- Copies to: Phyllis G. Korff, Esq. Michael J. Schiavone, Esq. Skadden, Arps, Slate, Meagher & Shearman & Sterling Flom LLP 599 Lexington Avenue Four Times Square New York, New York 10022 New York, New York 10036-6522 Tel: (212) 848-4000 Tel: (212) 735-3000 Fax: (212) 848-7179 Fax: (212) 735-2000 -------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box: [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [_] -------------- CALCULATION OF REGISTRATION FEE [Download Table] -------------------------------------------------------------------------------- Title of Each Class of Proposed Maximum Aggregate Amount of Registration Securities To Be Registered Offering Price(1) Fee -------------------------------------------------------------------------------- Class A common stock, $.01 par value................. $190,000,000 $50,160 -------------------------------------------------------------------------------- (1)Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(o) of the Securities Act. -------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ------------------------------------------------------------------------------- -------------------------------------------------------------------------------
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +The information in this prospectus is not complete and may be changed. We may + +not sell these securities until the registration statement filed with the + +Securities and Exchange Commission is effective. This prospectus is not an + +offer to sell these securities and it is not soliciting an offer to buy these + +securities in any state where the offer or sale is not permitted. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ Subject to Completion Preliminary Prospectus dated May 9, 2000 P R O S P E C T U S Shares Nassau Broadcasting Corporation Class A Common Stock ----------- This is Nassau's initial public offering. Nassau is selling all of the shares. The U.S. underwriters are offering shares in the U.S. and Canada and the international managers are offering shares outside the U.S. and Canada. We expect the public offering price to be between $ and $ per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares will be quoted on the Nasdaq National Market under the symbol "NBCR." Investing in the class A common stock involves risks that are described in the "Risk Factors" section beginning on page 13 of this prospectus. ----------- [Download Table] Per Share Total --------- ----- Public offering price............................. $ $ Underwriting discount............................. $ $ Proceeds, before expenses, to Nassau.............. $ $ The U.S. underwriters may also purchase up to an additional shares from Nassau at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover over-allotments. The international managers may similarly purchase up to an additional shares from Nassau. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The shares of class A common stock will be ready for delivery on or about , 2000. ----------- Merrill Lynch & Co. Salomon Smith Barney ----------- Banc of America Securities LLC ----------- The date of this prospectus is , 2000.
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TABLE OF CONTENTS [Download Table] Page ---- Summary.................................................................. 1 Risk Factors............................................................. 13 Reorganization........................................................... 20 Pending Acquisitions..................................................... 21 Use of Proceeds.......................................................... 24 Dividend Policy.......................................................... 24 Capitalization........................................................... 25 Dilution................................................................. 26 Unaudited Pro Forma Consolidated Financial Data.......................... 28 Selected Historical Financial Data....................................... 31 Management's Discussion and Analysis of Financial Condition and Results of Operations........................................................... 33 Industry Overview........................................................ 42 Business................................................................. 44 Management............................................................... 65 Related Party Transactions............................................... 74 Principal Stockholders................................................... 75 Description of Capital Stock............................................. 77 Shares Eligible for Future Sale.......................................... 82 Material United States Federal Tax Consequences to Non-U.S. Holders of Our Class A Common Stock................................................ 84 Underwriting............................................................. 86 Legal Matters............................................................ 90 Experts.................................................................. 90 Where You Can Find Additional Information................................ 90 Index to Financial Statements............................................ F-1 --------------- You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. Special note regarding forward-looking statements This prospectus contains forward-looking statements that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "forecast," "predict," "intend," "potential" or "continue" or the negative of such terms or other comparable terminology. These forward-looking statements are based on current expectations about future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The risks set forth under "Risk Factors" and elsewhere in this prospectus could cause our future operating results to differ materially from those contemplated by our forward-looking statements. In addition, factors that we are not currently aware of could harm our future operating results. i
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SUMMARY This is only a summary and does not contain all of the information that may be important to you. You should read the entire prospectus, including the risk factors section and our financial statements and related notes, before making an investment decision. Nassau Broadcasting Corporation We are a radio broadcasting company focused on building local radio station clusters in demographically attractive suburban areas surrounding major metropolitan markets in the northeastern United States. Pro forma for pending acquisitions, we will own and/or operate 17 FM and 15 AM stations located in nine markets in New Jersey, Pennsylvania, New York and Connecticut. We have assembled market-leading radio station clusters that serve highly populated suburban areas characterized by above average affluence and retail sales per capita. We believe that these market characteristics provide us with significant growth potential. On a historical basis, we had net revenues of $31.4 million and broadcast cash flow of $10.6 million for the year ended December 31, 1999 and net revenues of $7.3 million and broadcast cash flow of $2.0 million for the three months ended March 31, 2000. After giving effect to a recent tower-related asset sale and our pending acquisitions, each of which we describe more fully below, we would have had, on a pro forma basis, net revenues of $55.9 million and broadcast cash flow of $20.6 million for the year ended December 31, 1999 and net revenues of $12.9 million and broadcast cash flow of $4.5 million for the three months ended March 31, 2000. By acquiring, developing and operating radio stations in high growth suburban markets, we have substantially increased the net revenues and broadcast cash flow of our stations resulting in 21.0% and 33.0% two-year compound annual same station net revenue and same station broadcast cash flow growth, respectively. We have organized our stations into four clusters: Northern, Northwestern, Central and Shore. We also have a division called the Jersey Radio Network that markets all of our stations to national advertisers. After giving effect to our pending acquisitions, our stations will cover over 6.7 million listeners. Competitive Strengths We believe that the following competitive strengths have been critical to our success: . Strengthening underperforming stations. We have a demonstrated record of developing and strengthening underperforming radio stations into viable, competitive local brands that produce significant revenue and cash flow increases; . Identifying and developing markets. We have been able to identify and define markets that were previously underdeveloped in terms of their total radio revenues. We seek markets that have lower radio market revenue relative to total retail sales as compared to the national average and/or where radio has historically captured only a small portion of total local advertising expenditure. . Covering contiguous suburban markets. We provide comprehensive coverage of suburban markets surrounding the New York and Philadelphia metropolitan areas, which we believe are demographically attractive and have strong revenue growth potential; . Operating stations effectively. We have generated consistent organic growth on a same station basis at both our developing and established stations; and 3
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. Acquiring and integrating stations. We have successfully acquired and integrated 19 stations during the past five years. The combination of operating our stations in market clusters and having advertising, sales and programming expertise has enabled us to achieve the following growth: . same station net revenues increased 25.0% from 1998 to 1999; and . same station broadcast cash flow increased 42.0% from 1998 to 1999. We calculated same station results for the periods presented above for stations we operated as of January 1, 1998 and continued to operate through December 31, 1999. Operating Strategy We intend to continue to grow our business, both organically and through acquisitions, by pursuing the following strategies: . Building station clusters. We operate multiple stations within each of our markets and cluster them to provide coverage over a series of geographically adjacent markets. This clustering strategy provides beneficial operating efficiencies and delivers extensive coverage of diverse and attractive demographic groups to advertisers in a cost- effective manner. . Improving station programming. We recognize the importance of radio stations to the local markets and continue to increase the local content of our station programming. In addition, we focus on continually enhancing our stations programming to increase our audience share. . Enhancing brand awareness. We brand and market individual stations to improve audience recognition, loyalty and ratings. We have branded our national sales force as the Jersey Radio Network to provide radio advertising schedules that compliment traditional metro market schedules in New York and/or Philadelphia. We intend to re-brand our national sales force after we complete our acquisition. . Cultivating a broad base of advertisers. We continue to develop our sales force to proactively service local and national advertisers. Acquisition Strategy We intend to continue to expand our presence in demographically attractive suburban areas surrounding major metropolitan markets, primarily in the Northeast. We target markets that have lower radio market revenue relative to total retail sales as compared to the national average and/or where radio has historically captured only a small portion of total local advertising expenditure. We seek to acquire stations that enable us to strengthen further our presence in existing markets or to create leadership positions in new, complementary markets. Frequently, the suburban areas we target are markets that have fragmented ownership of radio stations or a limited number of fully developed local stations. We are especially attracted by the opportunity to acquire underperforming stations with the potential for significantly increased revenues. We have an established process to integrate new stations into our portfolio, culture and operating philosophy. As we integrate our acquisitions, we involve senior management in the design and execution of plans to revitalize any underperforming stations and transform them into more profitable ones. 4
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Pending Acquisitions We have signed definitive purchase agreements in connection with the following acquisitions: . all of the outstanding equity interests of Aurora Communications, LLC, which owns nine stations in the Westchester, New York, Bridgeport, Connecticut and Danbury, Connecticut markets, for approximately $185.0 million, of which $178.0 million remains due; . two radio stations located in Allentown, Pennsylvania from Clear Channel Communications, Inc. for approximately $30.0 million, of which $24.0 million remains due; . seven radio stations that we currently operate under local marketing agreements, for a total of approximately $46.6 million, of which $18.9 million remains due; . all of the outstanding stock of Manahawkin Communications Corporation, which owns a construction permit to build a new radio station, WCHR (FM), in the New Jersey market of Monmouth and Ocean counties, for approximately $4.7 million, of which $2.6 million remains due; and . one radio station located in Mount Pocono, Pennsylvania from Tiab Communications Corporation for $100. We have not received regulatory approvals in connection with any of these acquisitions and, with respect to some of them, we have not yet applied to the Federal Communications Commission, or FCC, for approval. We cannot assure you that any regulatory body will grant final orders approving these acquisitions or that we or any other relevant party will be able to satisfy all of the other conditions required to close these acquisitions. The completion of this offering is not conditioned upon the consummation of any of the pending transactions. 5
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Station Portfolio The following table sets forth information as of the date of this prospectus with respect to stations we own, operate or have agreed to acquire: [Enlarge/Download Table] 1999 Radio Group 1999 1999 1999 Stations Rank in Market Radio Market Number of Radio Market --------- Market Market Rank Revenue Rank Listeners Revenue Growth FM AM Revenue ------ ------ ------------ --------- -------------- -- ---- ----------- Northern (1) Westchester, NY (2)..... 1 2 161,600 16.8% 2 1 N/A Bridgeport, CT.......... 112 91 320,100 5.6% 1 1 1 Danbury, CT............. 189 190 148,600 8.0% 2 2 2 Northwestern Sussex, NJ.............. 239 250 188,900 16.7% 3 1 1 Newburgh-Middletown, NY..................... 141 258 18,500 9.8% 1 1 5 Wilkes Barre-Scranton, PA..................... 64 77 64,900 11.3% 1 2 4 Allentown, PA (3)....... 67 76 235,100 6.8% 1 1 3 Central Trenton, NJ............. 138 100 858,800 14.6% 2 4 1 Shore Monmouth-Ocean, NJ (4).. 47 83 419,300 21.3% 4 2 1 --------- ---- ---- Total................. 2,415,800 17 15 ========= ==== ==== -------- (1) Consists of the nine radio stations we expect to acquire through our acquisition of Aurora Communications, LLC. (2) Falls within the greater New York market. (3) Consists of the two stations we expect to acquire from Clear Channel Communications, Inc. (4) Includes the construction permit of WCHR (FM), which we will acquire upon the completion of our acquisition of Manahawkin Communications Corporation. 6
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History, Recapitalization and Reorganization Louis F. Mercatanti, Jr., our President and Chief Executive Officer, acquired WPST (FM) and WHWH (AM) in Trenton, New Jersey through the purchase of Nassau Broadcasting Company in 1986. Nassau Broadcasting Partners, L.P. was formed in December 1995 to consolidate the radio assets that Mr. Mercatanti had acquired through that time. In May 2000, we undertook a recapitalization in which, among other things, we: . entered into a new credit facility that provides for borrowings of up to $144.0 million; . issued and sold units consisting of senior discount notes and limited partnership units for gross proceeds of $60.0 million. The limited partnership units were converted into shares of our class A common stock as of the date of this offering; . repaid all outstanding obligations under our old credit facility and all $42.4 million of our outstanding subordinated discount notes which had been issued to our existing stockholders; and . redeemed $2.5 million of equity interests of, and paid a $2.9 million preferred distribution to, Mr. Mercatanti, one of our stockholders. Until immediately prior to this offering, we were a limited partnership whose principal subsidiaries were single-member limited liability companies. In connection with this offering, we have terminated our limited partnership status and have become a corporation. Before giving effect to this offering, each of our stockholders owns an amount of our common stock representing its previous economic interest in Nassau Broadcasting Partners, L.P. Most of our existing stockholders own class B common stock, which has 10 votes per share and provides them with majority voting control of the corporation. In February 2000, we completed the sale of our tower-related assets to affiliated entities controlled by Mr. Mercatanti for $10.0 million. These affiliated entities then immediately transferred the bulk of these assets to Pinnacle Towers Inc., which has in turn leased tower space back to us. In addition, these affiliates have leased some assets to us. Our principal executive offices are located at 619 Alexander Road, Princeton, New Jersey 08540, our telephone number is (609) 452-9696, and the address of our website is www.nassaubroadcasting.com. The information on our website is not part of this prospectus. 7
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The Offering Class A common stock offered by us: [Download Table] U.S. offering....................... shares International offering.............. shares ---------------- Total........................... shares Shares outstanding after the offering.. shares of class A common stock shares of class B common stock shares of class C common stock Voting rights.......................... Class A common stockholders have one vote for each share, class B common stockholders have ten votes for each share and class C common stockholders have no votes. Conversion rights...................... Class B common stockholders may at any time convert their shares into shares of class A common stock on a one-for- one basis. In addition, the shares of class B common stock convert automatically into shares of class A common stock on a one-for-one basis upon their transfer to someone other than a permitted transferee. Class C common stockholders may only convert their shares into shares of class A or class B common stock at the option of the holders upon satisfying conditions specified in our certificate of incorporation. Use of proceeds........................ We estimate that our net proceeds from this offering without exercise of the underwriters' over-allotment options will be approximately $ million. We intend to use these net proceeds: . to redeem all of our outstanding senior discount notes; .to finance a portion of the acquisition of Aurora Communications; . to finance most of the acquisition of two Allentown, Pennsylvania radio stations; and . to pay transaction costs and provide for general corporate purposes. Risk factors........................... See "Risk Factors" and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our class A common stock. Nasdaq National Market symbol.......... NBCR The number of shares of class A common stock outstanding after the offering excludes: . shares of class A common stock we have reserved for issuance under our stock incentive plan, of which options to acquire shares have already been issued under this plan at a weighted average option price of $ ; and . up to additional shares of class A common stock issuable upon exercise of the underwriters' over-allotment options. 8
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Summary Pro Forma Consolidated Financial Data In the table below, we provide you with our summary unaudited pro forma consolidated financial data as of the dates and for the periods indicated. Our unaudited pro forma consolidated statement of operations data for the year ended December 31, 1999 and for the three months ended March 31, 2000 give effect to the following transactions as though they had occurred on January 1, 1999 and January 1, 2000, respectively: . our recapitalization and reorganization; . the completion of this offering and the application of the net proceeds as described in this prospectus; . the completion of our acquisition of Aurora Communications; . the completion of our acquisition of two radio stations in Allentown, Pennsylvania; . the completion of our acquisitions of WILT (AM) and WCHR (FM); . the completion of our acquisitions of seven stations that we currently operate under local marketing agreements; and . our tower-related asset sale. Our unaudited pro forma consolidated balance sheet data as of March 31, 2000 gives effect to those of the transactions listed above that are expected to occur after March 31, 2000, as if they had occurred on March 31, 2000. We have included all adjustments, consisting only of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of this data. We based the pro forma adjustments on available information and on assumptions that we believe are reasonable under the circumstances. We provide you with our summary unaudited pro forma consolidated financial data for illustrative purposes only and not to indicate what our results of operations or financial position would have been if the transactions described above had been consummated on the date indicated or to indicate future results of operations or financial positions. The summary unaudited pro forma consolidated financial data are based on assumptions and adjustments described in the notes to the unaudited pro forma consolidated financial data included elsewhere in this prospectus. You should read the following data in conjunction with the historical financial statements and related notes, the unaudited pro forma consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. 9
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Summary Pro Forma Consolidated Financial Data [Download Table] Year Ended Three Months Ended December 31, 1999 March 31, 2000 ----------------- -------------------- (unaudited) (dollars in thousands, except per share data) Statement of Operations Data: Gross revenues......................... $ 60,868 $14,153 Less agency and outside commissions.... 4,990 1,239 -------- ------- Net revenues......................... 55,878 12,914 -------- ------- Operating expenses..................... 35,230 8,427 Depreciation and amortization.......... 14,649 3,862 Corporate general and administrative expenses.............................. 2,280 587 Local marketing agreement fees......... 700 175 -------- ------- Total operating expenses............. 52,859 13,051 -------- ------- Operating income (loss)............ 3,019 (137) -------- ------- Other income (expense) Investment income.................... 2,562 453 Gain on sale of assets............... 567 1,633 Interest expense..................... (12,711) (3,228) Total other expense.................. (9,582) (1,142) -------- ------- Loss before extraordinary items...... $ (6,563) $(1,279) ======== ======= Basic and diluted net loss per common share................................. $ $ ======== ======= Weighted average shares used in determining net loss per share........ ======== ======= Other Data: Broadcast cash flow (1)................ $ 20,648 $ 4,487 EBITDA (1)............................. 18,368 3,900 After-tax cash flow (1)................ 7,519 950 As of March 31, 2000 -------------------- (unaudited) (in thousands) Balance Sheet Data: Cash and cash equivalents.............. $ 2,001 Working capital........................ 5,932 Total assets........................... 305,950 Total indebtedness..................... 130,714 Stockholders' equity................... 68,473 -------- (1) The term "broadcast cash flow" means operating income (loss) before depreciation and amortization expense, corporate general and administrative expenses and local marketing agreement fees. The term "EBITDA" means operating income (loss) before depreciation and amortization expense and local marketing agreement fees. The term "after-tax cash flow" means income (loss) before extraordinary items, minus net gain on sale of assets, plus depreciation and amortization expense. Although broadcast cash flow, EBITDA and after-tax cash flow are not measures of performance calculated in accordance with GAAP, we believe that they are useful to an investor in evaluating our performance because they are measures widely used in the broadcasting industry to evaluate a radio company's operating performance. However, you should not consider broadcast cash flow, EBITDA and after-tax cash flow in isolation or as substitutes for net income, cash flow from operating activities and other income or cash flow statement data prepared in accordance with GAAP, or as measures of liquidity or profitability. Broadcast cash flow, EBITDA and after-tax cash flow, as we define these terms, may not be comparable to similarly titled measures used by other companies. 10
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Summary Historical Financial Data In the table below, we provide you with our summary historical financial data as of the dates and for the periods indicated. The historical financial data that appear below are those of Nassau Broadcasting Partners, L.P. We have derived the statement of operations data for each of the years in the three- year period ended December 31, 1999 from the financial statements of Nassau Broadcasting Partners, L.P. included elsewhere in this prospectus. We have derived the statement of operations data for the three months ended March 31, 1999 and 2000 and the balance sheet data as of March 31, 2000 from the unaudited financial statements of Nassau Broadcasting Partners, L.P. which have been prepared on the same basis as the audited financial statements and reflect all adjustments, consisting only of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of this data. Results for the three-month period ended March 31, 2000 are not necessarily indicative of results that may be expected for the entire year or for any future period. You should read the following data in conjunction with the historical financial statements and related notes, the unaudited pro forma consolidated financial statements and related notes, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. [Download Table] Three Months Year Ended December 31, Ended March 31, -------------------------- ----------------- 1997 1998 1999 1999 2000 -------- ------- ------- ------- -------- (unaudited) (in thousands) Statement of Operations Data: Gross revenues................. $ 20,891 $27,349 $34,295 $ 6,811 $ 7,893 Less agency and outside commissions................... 1,812 2,353 2,893 544 612 -------- ------- ------- ------- -------- Net revenues.................. 19,079 24,996 31,402 6,267 7,281 -------- ------- ------- ------- -------- Operating expenses............. 13,437 17,227 20,794 4,570 5,318 Depreciation and amortization.. 2,139 2,364 2,634 603 822 Corporate general and administrative expenses....... 1,995 1,825 2,280 500 587 Local marketing agreement fees.......................... 1,666 2,271 2,517 725 640 -------- ------- ------- ------- -------- Total operating expenses...... 19,237 23,687 28,225 6,398 7,367 -------- ------- ------- ------- -------- Operating income (loss)...... (158) 1,309 3,177 (131) (86) -------- ------- ------- ------- -------- Other income (expense) Investment income............. 530 992 2,562 154 453 Gain on sale of assets........ -- 3,176 567 142 1,633 Interest expense.............. (6,367) (8,781) (10,946) (2,718) (3,024) Special management fee........ (744) -- -- -- -- -------- ------- ------- ------- -------- Total other expense.......... (6,581) (4,613) (7,817) (2,423) (938) -------- ------- ------- ------- -------- Income (loss) before extraordinary item.......... (6,739) (3,304) (4,640) (2,554) (1,024) Extraordinary loss on early retirement of debt............ -- (677) -- -- -- -------- ------- ------- ------- -------- Net loss..................... $ (6,739) $(3,980) $(4,640) $(2,554) $(1,024) ======== ======= ======= ======= ======== Other Data: Broadcast cash flow (1)........ $ 5,642 $ 7,769 $10,608 $ 1,697 $ 1,963 EBITDA (1) 3,647 ,944 8,328 1,197 1,376 After-tax cash flow (1)........ (4,600) (4,116) (2,573) (2,093) (1,835) Net cash provided by (used in) Operating activities.......... (3,393) (1,408) (165) 104 117 Investing activities.......... (18,541) 3,90 (8,68) (6,892) (4,577) Financing activities.......... 17,172 3,847 2,071 (536) 6,269 footnote on following page 11
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[Download Table] As of March 31, 2000 -------------------- (unaudited) (in thousands) Balance Sheet Data: Cash and cash equivalents.................................. $ 2,397 Working capital............................................ 8,428 Total assets............................................... 82,686 Total indebtedness......................................... 97,412 Stockholders equity........................................ (21,489) -------- (1) The term "broadcast cash flow" means operating income (loss) before depreciation and amortization expense, corporate general and administrative expenses and local marketing agreement fees. The term "EBITDA" means operating income (loss) before depreciation and amortization expense and local marketing agreement fees. The term "after-tax cash flow" means income (loss) before extraordinary items, minus net gain on sale of assets, plus depreciation and amortization expense. Although broadcast cash flow, EBITDA and after-tax cash flow are not measures of performance calculated in accordance with GAAP, we believe that they are useful to an investor in evaluating our performance because they are measures widely used in the broadcasting industry to evaluate a radio company's operating performance. However, you should not consider broadcast cash flow, EBITDA and after-tax cash flow in isolation or as substitutes for net income, cash flow from operating activities and other income or cash flow statement data prepared in accordance with GAAP, or as measures of liquidity or profitability. Broadcast cash flow, EBITDA and after-tax cash flow, as we define these terms, may not be comparable to similarly titled measures used by other companies. 11--1
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Market and Industry Data and Industry Terms Local Marketing Agreements. We use the term local marketing agreement in various places in this prospectus. A typical local marketing agreement is an agreement under which a FCC licensee of a radio station makes available, for a fee, air time on its station to another person. This person provides programming to be broadcast during this air time, collects revenues from advertising it sells for broadcast during this programming and pays related expenses. Statistics. Unless otherwise indicated: . we based metropolitan statistical areas on the Arbitron Radio Metro and Television Market Population Estimates 1999; . we obtained radio market rankings, radio market revenue rankings, radio market revenue growth and other radio market data from BIA Research, Inc., or BIA, a recognized broadcasting research firm; . we calculated our revenue rankings in each radio market by aggregating radio revenues of all radio stations in that market, as derived from BIA, and calculating each radio station's percentage share of this aggregate revenue. The radio station with the highest percentage share is ranked first in the market, the radio station with the second highest percentage share is ranked second, and so forth; . we obtained total industry listener and revenue levels from the Radio Advertising Bureau, a national trade organization; . we derived number of listeners data from the Fall 1999 Arbitron Market Report; . we derived all audience share data and audience rankings, including ranking by population, from surveys of people 12 years of age and older, listening Monday through Sunday, 6 a.m. to 12 midnight, and based on the Fall 1999 Arbitron Market Report pertaining to each market, as reported by BIA; and . we obtained all county-wide retail sales information from the 1999 edition of Sales and Marketing Management, a recognized publication containing market and economic research data. Information About Financial Data As you review the financial information contained in this prospectus, you should note the following: . the term "net revenues" means gross revenues less agency and outside commissions incurred for selling air time; . the term "broadcast cash flow" means operating income (loss) before depreciation and amortization expense, corporate general and administrative expenses and local marketing agreement fees; . the term "EBITDA" means operating income (loss) before depreciation and amortization expense and local marketing agreement fees; and . the term "after-tax cash flow" means income (loss) before extraordinary items, minus net gain on sale of assets, plus depreciation and amortization expense. 12
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RISK FACTORS You should consider the risks described below before making an investment decision. We believe that the risks and uncertainties described below are the principal material risks facing us as of the date of this prospectus. In the future, we may become subject to additional risks that are not currently known to us. If any of the following risks occur, our business, financial condition or results of operations could be materially adversely affected. The trading price of our class A common stock could decline due to any of the following risks, and you might lose all or part of your investment. Risks relating to our business We have a history of losses that if continued could adversely affect the market price of our class A common stock and our ability to raise capital. Since our inception, we have incurred substantial net losses and have never generated positive cash flow from operations. We believe that we will continue to incur losses while we pursue our strategy of acquiring radio stations and developing our network. We will also incur losses during the initial reformatting and assimilation process with respect to the radio stations that we acquire. We cannot be certain that we will become profitable or generate positive cash flow. Our inability to become profitable may adversely affect the market price of our class A common stock, which in turn may adversely affect our ability to raise additional capital through debt or equity issuances. Our substantial level of debt could limit our ability to grow and compete. As of March 31, 2000, after giving pro forma effect to our pending acquisitions, our recapitalization and reorganization and this offering, we would have had outstanding long-term debt (inclusive of current portion) of approximately $130.7 million. Our substantial level of debt could have adverse consequences to holders of our class A common stock, including the following: . it may be difficult for us to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate or other purposes; . we may have to dedicate a substantial portion of cash flow from our operations to make interest and principal payments on our debt; . if we are unable to service our debt, we may be forced to sell some of our assets because our credit facility is secured by substantially all of our assets; and . we may be more vulnerable to economic downturns, limited in our ability to withstand competitive pressures and less flexible in adjusting rapidly to changing business and economic conditions. Our ability to satisfy all of our debt obligations depends upon our future operating performance, which will be affected by general economic conditions and financial, business and other factors, many of which are beyond our control. 13
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Our acquisition strategy may not yield the results that we anticipate. We have experienced rapid growth and intend to continue to grow by acquiring radio stations in suburban areas surrounding major metropolitan markets, primarily in the Northeast. This strategy is subject to a variety of risks, including: . a reduction in the number of suitable acquisition targets resulting from continued industry consolidation; . increases in prices for radio stations due to increased competition for acquisition opportunities; . an inability to negotiate definitive purchase agreements on satisfactory terms; . our failure to complete, or unanticipated delays in completing, acquisitions due to difficulties in obtaining regulatory approval; . difficulty in integrating the operations, systems and management of our acquired stations and absorbing the increased demands on our administrative, operational and financial resources; . the diversion of management's attention from their other business concerns; . the loss of key employees of acquired stations; and . an inability to strengthen underperforming stations. If we are not able to address successfully these risks, it could materially harm our business and impair the value of our class A common stock. We may not be able to close our pending acquisitions. Our pending acquisitions will not close unless we and the other relevant parties satisfy or waive all the conditions to closing. In addition, we cannot waive legal and regulatory requirements, such as FCC approval. To date, we have not received final orders from the FCC approving any of our pending acquisitions. As a result, we cannot assure you that we will be able to close any of these acquisitions within the expected time frame or at all. In addition, we may be subject to further examination by the Department of Justice or the Federal Trade Commission pursuant to federal antitrust laws. Any decision by the Department of Justice or the Federal Trade Commission to challenge any proposed acquisition could affect our ability to close our pending acquisitions. Depending on the size of the acquisition, a failure to close, or a substantial delay in closing, could have a material adverse effect upon our business prospects, financial condition and results of operations. The completion of this offering is not conditional upon the consummation of any of our pending acquisitions. Our inability to manage effectively our rapid growth could adversely affect our operations. We have experienced rapid growth in a relatively short period of time and expect to continue to experience rapid growth in the future. The management of this growth will require, among other things, continued development of our financial and management controls and management information systems, stringent cost controls, increased marketing activities, the ability to attract and retain qualified management personnel and the training of new personnel. We intend to hire additional personnel in order to manage our expected growth and expansion. Failure to successfully manage our rapid growth or difficulties in managing a larger number of radio stations could have a material adverse effect on our business and the value of our class A common stock. Our ability to raise additional financing for future growth may be limited. We may require financing in excess of that provided under our new credit facility. We cannot assure you that our new credit facility or any other agreements to which we are a party will permit additional financing or that additional financing will be available to us or, if available, that the financing would be on terms acceptable to us. If we are unable to finance our growth strategy, we may be unable to compete successfully with other broadcasters and as a result we may lose audience share and advertisers which would lead to a decline in our revenues. 14
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Our operations are concentrated in a limited number of markets. A downturn in any of our markets could adversely affect our revenue and cash flow. Our stations are located in a limited number of markets in the northeastern United States. Upon completion of our pending acquisitions, we will own and/or operate stations in nine markets. A significant decline in net broadcasting revenue from our stations in any one of these markets, and particularly in our two largest existing markets, the Trenton, New Jersey and the Monmouth-Ocean, New Jersey markets, could have a material adverse effect on our operations and financial condition. The loss of key personnel and on-air radio talent could disrupt our business and result in a loss of advertising revenue. Our business depends on the continued efforts, abilities and expertise of our senior officers, key employees and on-air radio talent. The loss of our key personnel or talent could result in a loss of our listening audience and consequently a loss of advertising revenue. We believe that our future success will depend on our ability to: . attract and retain highly skilled and qualified management personnel; . expand, train and manage our employee base; and . develop, attract and retain on-air radio talent. The terms of our debt restrict the decisions we can make about our business. Our new credit facility contains covenants that restrict our ability to: . incur additional indebtedness, contingent liabilities and liens; . redeem or repurchase capital stock and redeem, repurchase or prepay subordinated debt; . pay cash dividends or make other distributions on our capital stock; . enter into specified investments or joint ventures; . consolidate, merge or effect asset sales; . make capital expenditures; . enter into sale and leaseback transactions; . sell or discount accounts receivable; . enter into transactions with stockholders and affiliates; and . change the nature of our business. In addition, our new credit facility requires us to maintain financial ratios with respect to interest coverage, fixed charge coverage and senior and total debt. A breach of any of these covenants could result in a default under our new credit facility. Upon the occurrence of an event of default under our new credit facility, the lenders could elect to declare this debt to be due and payable immediately and could terminate their commitments to make further extensions of credit. If the debt under our new credit facility were accelerated, we cannot assure you that our assets would be sufficient to repay in full this debt and our other debt. Our quarterly results are subject to seasonal fluctuations; these fluctuations could cause volatility in the market price of our class A common stock. Typically, our revenues are lowest in the first quarter and highest in the fourth quarter. This seasonality could cause fluctuations in the market price of our class A common stock, including a drop in the market price of our class A common stock in response to our first quarter earnings. 15
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Risks relating to our industry If we are unable to compete effectively against other radio stations and other media companies, we may suffer a decrease in advertising revenue. Radio broadcasting is a highly competitive business. The Telecommunications Act of 1996 facilitates the entry of other radio broadcasting companies into the markets in which we operate or may operate in the future. The financial success of each of our radio stations will depend, to a significant degree, upon our audience ratings, our share of the overall radio advertising revenue within each geographic market and the economic health of that market. In addition, our advertising revenues depend upon the attractiveness to advertisers of our audience demographic groups. Our radio stations compete for audience share and advertising revenue directly with other FM and AM radio stations as well as with other advertising media within their respective markets, including the following: . newspapers; . billboard advertising and mass transit; . broadcast and cable television; . magazines; . direct mail; and . the Internet. Some of these radio stations have the same broadcasting formats as our radio stations and compete for the same audience demographic groups in the same market. In addition, many of these entities are larger and have significantly greater resources than we do and as a result we may be unable to compete successfully with them. If we are unable to compete successfully, we will lose audience share and advertisers and our revenues will decline. We must be able to respond to rapidly changing technology, services and standards which characterize our industry in order to remain competitive. The radio broadcasting industry is subject to rapidly changing technology, services and standards. The FCC has authorized the satellite delivery of digital audio broadcasting and is considering ways to introduce new technologies to the radio broadcast industry, including terrestrial delivery of digital audio broadcasting and the standardization of available technologies which significantly enhance the sound quality of AM and FM broadcasts. We cannot predict the effect that new technology will have on our industry, financial condition and results of operations. Several new media technologies are currently being developed. For example: . cable television operators have introduced a service commonly referred to as "cable radio" which provides cable television subscribers with several high-quality music, news and other information channels; . direct satellite broadcast television companies are supplying subscribers with several high-quality music channels; . the Internet offers new and diverse forms of audio content distribution; . satellite digital audio radio technology, initially developed for automotive applications, could result in new satellite radio services; and . the introduction of in-band on-channel digital radio and new low- power FM radio could result in additional radio services being broadcast on the frequencies currently occupied by traditional FM and AM radio services. 16
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We cannot assure you that we will be able to adopt new technologies on a timely basis, or at all, in order to compete effectively with other participants in the radio broadcast industry. We may not receive regulatory approval for transfers of licenses related to pending and future acquisitions. The Communications Act of 1934 and FCC rules and regulations limit the number of stations that one individual or entity can own, directly or by attribution, in a market, and requires FCC approval for transfers of control of FCC licensees and assignments of FCC licenses. The filing of petitions or complaints against us or any FCC licensee from which we propose to acquire a station could result in the FCC delaying the grant of, refusing to grant, or imposing conditions on its consent to the assignment or transfer of control of FCC licenses. The Federal Trade Commission and the Department of Justice evaluate acquisitions to determine whether they serve the public interest and whether they should be challenged under federal antitrust laws. After the passage of the Telecommunications Act of 1996, the Department of Justice has become more aggressive in reviewing proposed acquisitions of radio stations and radio networks. The Department of Justice is particularly concerned when the proposed buyer already owns one or more radio stations in the market of the station it is seeking to buy. Recently, the Department of Justice has challenged a number of radio broadcasting transactions. Some of those challenges ultimately resulted in consent decrees requiring, among other things, divestitures of certain stations by the proposed buyer. In general, the Department of Justice has more closely scrutinized radio broadcasting acquisitions that result in market shares in excess of 40% of local radio advertising revenue in a given market. Similarly, the FCC has announced new procedures to review proposed radio broadcasting transactions even if the proposed acquisition otherwise complies with the FCC's ownership limitations. In particular, the FCC, as part of its initial analysis, may invite interested parties to submit comments regarding ownership concentration concerns in a particular local radio market. Because our operations are concentrated in the northeastern suburban markets, we cannot assure you that our activities will not be reviewed or that the FCC will grant us the necessary approvals to implement our acquisition strategy. If we are unable to obtain these approvals, we may have to alter our business plan. If we fail to maintain our licenses, the FCC could terminate our ability to own and operate our radio network. In order to operate, radio broadcasters must maintain radio broadcasting licenses issued by the FCC. These licenses are ordinarily issued for a maximum term of eight years and may be renewed. Although we may apply to renew these licenses, third parties may challenge our renewal applications. We cannot assure you that our licenses will be renewed. In addition, if we or any of our officers, directors or significant stockholders violates the FCC's rules and regulations or the Communications Act, is convicted of a felony, or is otherwise found to be disqualified from being a party to a FCC license, the FCC may commence a proceeding to impose sanctions against us. The broadcasting industry is subject to extensive and changing federal regulation. The Communications Act requires prior approval from the FCC for the issuance, renewal, modification, transfer of control or assignment of broadcasting station operating licenses. The Telecommunications Act and FCC rules limit the number of broadcasting properties that we may acquire in any market, and regulate operating practices of radio stations. Additionally, the Communications Act and FCC rules and regulations impose limitations on non-U.S. ownership and voting of our capital stock. The Telecommunications Act creates significant new opportunities for broadcasting companies, but also creates uncertainties as to how the FCC and the courts will enforce and interpret the Telecommunications Act. The number of radio stations we may acquire or operate pursuant to local marketing agreements in any market, overall and in each of the AM and FM services is limited by the Telecommunications Act and FCC rules and regulations. That number may vary depending upon whether the interests in other radio stations or certain other media properties of certain of our affiliates are attributable to those affiliates under FCC rules. The 17
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FCC generally applies its ownership limits to "attributable" broadcast interests held by an individual, corporation, partnership or other association. The interests of our officers, directors and stockholders with five percent or greater voting power are generally attributable to us. Certain of our officers and directors, and at least one of our stockholders, have attributable broadcast interests outside of their involvement with us. These attributable interests may limit the number of radio stations that we may acquire or own in any market in which these officers or directors (or stockholders) hold or acquire outside attributable broadcast interests. Governmental regulations and policies may change over time and such changes could have a material adverse impact upon our business, results of operations or financial condition. For example, the FCC has recently indicated it may propose new rules to define a "market" for purposes of the local radio station ownership limits in the Telecommunications Act and the FCC's multiple ownership rules, which if adopted could reduce the number of stations that we would be allowed to acquire in some markets. Risks relating to our ownership structure Our class B common stockholders will continue to control our company, which could adversely affect you. The holders of our class B common stock, which has 10 votes per share, will own % of the outstanding voting power of our common stock, will be able to exercise a controlling influence over us and generally will be able to determine the outcome of all corporate actions requiring stockholder approval. As a result, these holders will be in a position to continue to control all matters affecting us, including: . composition of our board of directors and, through it, our direction and policies, including the appointment and removal of officers; . mergers or other business combinations involving us; . acquisition or disposition of assets; . future issuances of common stock or other securities; . incurrence of debt; . amendments, waivers and modifications to our agreements; and . the payment of dividends on our common stock. The interests of our class B common stockholders may conflict with your interests. The extra voting rights of the class B common stockholders and our ability to issue additional shares of class B common stock could adversely affect the value of the class A common stock. Additional shares of class B common stock can be authorized by the majority vote of voting stockholders acting together as one class. As a result, class A common stockholders generally will not be able to prevent the authorization of additional shares of class B common stock. 18
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Risks relating to our class A common stock Sales of class A common stock after this offering could cause the market price of our class A common stock to decline. If our stockholders sell substantial amounts of our class A common stock in the public market following this offering, including shares issued upon the exercise of outstanding options, the market price of our class A common stock could decline. These sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. The shares sold in this offering will be freely tradeable immediately upon completion of this offering. In addition, no later than the 181st day after completion of this offering, our existing stockholders will be able to sell their shares of our common stock, and have the right to require us to register those shares for sale to the public. Our existing stockholders would be able to sell their shares before the 181st day if the underwriters waive contractual lockup restrictions. Sales of these shares could cause the market price of our class A common stock to decline. In addition, following the completion of this offering, we intend to register under the Securities Act the shares of class A common stock reserved for issuance under our stock incentive plan. Options to acquire shares of class A common stock have already been issued under this plan at a weighted average exercise price of $ . Once the stock incentive plan shares are registered, the class A common stock issued upon exercise of the options will be freely tradeable beginning on the 181st day after completion of this offering or earlier if the underwriters waive contractual lockup restrictions. Provisions of our organizational documents, Delaware law and federal law may have anti-takeover effects that could prevent a change in control, even if this would be beneficial to stockholders. Provisions of our organizational documents and Delaware law could make it more difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders. Provisions in our organizational documents include: . a classified board of directors, in which our board is divided into three classes with three-year terms with only one class elected at each annual meeting of stockholders, which means that a holder of a majority interest in our common stock will need two annual meetings of stockholders to gain control of the board; . a provision which prohibits our stockholders from acting by written consent without a meeting; . a provision which permits only the board of directors, the president or the chairman to call special meetings of stockholders; and . a provision which requires advance notice to the company of items of business to be brought before stockholders' meetings. 19
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REORGANIZATION Immediately prior to this offering, we effected a reorganization in which all equity holders of Nassau Broadcasting Partners, L.P. contributed their equity interests in the limited partnership to Nassau Broadcasting Corporation, a newly formed corporation, in exchange for common stock of Nassau Broadcasting Corporation. As a result of the reorganization, Nassau Broadcasting Partners, L.P. is terminated, all of the assets previously held by Nassau Broadcasting Partners, L.P. are now held by Nassau Broadcasting Corporation and the limited liability companies which were wholly owned subsidiaries of Nassau Broadcasting Partners, L.P. are now wholly owned subsidiaries of Nassau Broadcasting Corporation. Before giving effect to this offering, each of our stockholders owns an amount of our common stock representing its previous economic interest in Nassau Broadcasting Partners, L.P. The following table shows the common stock issued in the reorganization. [Download Table] Pre-offering Economic Number Of Shares Of Class A, Interest In Our Common Class B Limited Stock Issued In The Or Class C Partnership (1) Reorganization Common Stock --------------- ------------------- ------------ Spectrum Equity Investors, L.P......................... 30.0% Spectrum Equity Investors II, L.P......................... 17.0 Grotech Partners IV, L.P..... 12.7 Toronto Dominion Capital (U.S.A.), Inc............... 12.7 Louis F. Mercatanti, Jr...... 20.3 Others (2)................... 7.3 ----- ----- ----- Total...................... 100.0% ===== ===== ===== (1) On May 4, 2000, we redeemed $2.5 million of equity interests in Nassau Broadcasting Partners, L.P. which were held by Louis F. Mercatanti, Jr. Mr. Mercatanti also has a right to require Nassau Broadcasting Partners to redeem a further $5.0 million of his equity interests at any time, provided there is no existing event of default under our new credit facility, and no new event of default would result. We calculated these percentages assuming that as of the date of our reorganization, we have redeemed $7.5 million of Mr. Mercatanti's equity interests. (2) Includes shares of our class A common stock issued upon conversion of limited partnership units which we issued to Merrill Lynch Capital Corporation, an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, on May 4, 2000. 20
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PENDING ACQUISITIONS We have several acqusitions currently pending which, if completed, will result in the purchase by us of ten FM and ten AM radio stations. Consummation of these pending acquisitions is subject to receipt of final regulatory approvals. The table below sets forth information regarding each of the pending acquisitions. [Enlarge/Download Table] No. of Call Purchase Seller Market Stations Letters Price ------ ------ -------- ------- ------------- (in millions) Owners of Aurora Westchester, NY 3 WFAS (FM) $185.0 (1) Communications, LLC ... WFAF (FM) WFAS (AM) Bridgeport, CT 2 WEBE (FM) WICC (AM) Danbury, CT 4 WAXB (FM) WRKI (FM) WINE (AM) WPUT (AM) Clear Channel Allentown, PA 2 WODE (FM) 30.0 Communications, Inc. .. WEEX (AM) Owners of Manahawkin Communications Corporation............ Monmouth-Ocean, NJ 1 WCHR (FM) (2) 4.7 Tiab Communications Corporation............ Wilkes Barre-Scranton 1 WILT (AM) -- Multicultural Radio Trenton, NJ 1 WJHR (AM) 2.5 Broadcasting, Inc...... Port Jervis Broadcasting Newburgh-Middletown, NY 2 WTSX (FM) 2.7 Co., Inc............... WDLC (AM) Great Scott Broadcasting Trenton, NJ 2 WNJO (FM) 20.0 Ltd.................... WCHR (AM) Owners of North Shore Broadcasting Corp. and Monmouth-Ocean, NJ 2 WOBM (FM) 21.4 Seashore Broadcasting WOBM (AM) Corp. ................. -------- (1) Purchase price is subject to a working capital adjustment. (2) Construction permit. Regulatory Filings We filed an application for consent to acquire WNJO (FM) and WCHR (AM) with the FCC on September 10, 1998. The FCC issued a letter of inquiry dated March 1, 1999 seeking additional information on the radio market concentration in Trenton, New Jersey, which we subsequently provided. The application remains pending before the FCC. We filed an application for consent to acquire control of Manahawkin Communications Corporation, which holds the construction permit for WCHR (FM), with the FCC on September 13, 1999. New Jersey Broadcasting Partners, L.P. and Jersey Shore Broadcasting Corp. challenged this transfer of control application before the FCC on the grounds of premature transfer of control and undue market concentration. We filed a response to this challenge but the transfer application remains pending before the FCC. In addition, on June 23, 1999, New Jersey Broadcasting Partners, L.P. filed a complaint against this acquisition with the Merger Task Force, Antitrust Division, U.S. Department of Justice. To date, the Department of Justice has taken no action on this complaint. 21
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On March 10, 2000, we filed an application with the FCC to acquire two radio stations from Clear Channel Communications, Inc. The FCC placed this assignment application on public notice on April 4, 2000. Interested parties had until May 4, 2000 to challenge our acquisition of these stations. To date, no party has challenged this application. In addition, we filed an application with the Department of Justice for approval of the acquisition under the Hart- Scott-Rodino Antitrust Improvements Act of 1976. The Department of Justice has not yet given this approval. On April 3, 2000, we filed applications with the FCC to acquire nine stations from Aurora Communications, LLC. The FCC placed these applications on public notice on April 25, 2000. Interested parties have until May 25, 2000 to challenge our acquisition of these stations. In addition, we filed an application with the Department of Justice for approval of the acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Department of Justice has not yet given this approval. On April 18, 2000, we filed an application with the FCC to acquire WILT (AM) in Mount Pocono, Pennsylvania from Tiab Communications Corporation. The FCC has not yet placed the application on public notice. All of these assignment applications remain pending before the FCC. We expect the FCC will approve all of these acquisitions, but we cannot assure you that we will obtain any or all of the regulatory approvals we seek. We have not yet applied for FCC approval of our acquisitions of the seven radio stations that we currently operate under local marketing agreements. We intend to file our applications to acquire these stations shortly after we complete this offering. Once we file our applications, third parties may file petitions to deny or a request for reconsideration or judicial review or the FCC may reject our applications. In addition, other factors beyond our control may delay or prevent the closing of these acquisitions. Acquisition Agreements Aurora Communications, LLC. On March 24, 2000, we entered into a purchase and exchange agreement with the owners of Aurora Communications to purchase all of their equity interests, and thereby acquire its nine stations, for total consideration of $185.0 million, consisting of $35.0 million in our equity, $85.0 million in cash and $65.0 million in assumed debt. The cash amount is subject to a working capital adjustment. We have irrevocably deposited $7.0 million toward the purchase of Aurora Communications. WODE (FM) and WEEX (AM), Allentown, Pennsylvania. On February 29, 2000, we entered into an asset purchase agreement with Clear Channel to purchase these stations for total cash consideration of $30.0 million. We have irrevocably deposited $6.0 million toward the purchase of these stations. WCHR (FM), Manahawkin, New Jersey. On August 25, 1999, we entered into a stock purchase agreement with the owners of all the outstanding stock of Manahawkin Communications Corporation, the holder of a construction permit in the Monmouth-Ocean market, for total cash consideration of $4.7 million, of which $2.1 million has been paid. This permit allows the holder to construct and operate a radio station on a temporary basis. Once the radio station has begun operating, the holder can apply to the FCC for a broadcast license. WILT (AM), Mount Pocono, Pennsylvania. On January 31, 1999, we entered into an agreement with Nassau Broadcasting Holdings, Inc. to acquire WILT (AM) for total consideration of $100, as well as approximately $130,000 paid to Nassau Broadcasting Holdings Inc. to fund the restructuring plan of WILT (AM), which we have paid in full. WJHR (AM), Flemington, New Jersey. On January 21, 1999, we entered into an asset purchase agreement with Multicultural Radio Broadcasting, Inc. to purchase this radio station for total cash consideration of $2.5 million. We have irrevocably deposited $130,000 toward the purchase of this station. 22
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WTSX (FM) and WDLC (AM), Newburgh-Middletown, New York. On August 7, 1998, we entered into an asset purchase agreement with Port Jervis Broadcasting Co., Inc., to acquire these radio stations for total cash consideration of approximately $2.7 million. We have irrevocably deposited $600,000 toward the purchase of these stations. WCHR (AM) and WNJO (FM), Trenton, New Jersey. On August 30, 1996, we entered into an asset purchase agreement with Great Scott Broadcasting Ltd. to acquire these radio stations for total cash consideration of $20.0 million. We have either paid or placed in escrow the full acquisition price of these stations. WOBM (FM) and WOBM (AM), Toms River, New Jersey and Lakewood, New Jersey. On July 1, 1996, we entered into a stock purchase agreement to purchase all of the outstanding stock of North Shore Broadcasting Corp. and Seashore Broadcasting Corp., the owners of these stations, for total consideration of $21.4 million. We have irrevocably deposited $2.0 million and paid a total of $5.0 million in scheduled monthly payments toward the purchase of these stations. 23
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USE OF PROCEEDS We estimate that the net proceeds from the sale of shares of our class A common stock, after deducting the underwriting discount and estimated offering expenses, will be approximately $ million, assuming an initial offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus. If the underwriters exercise their over- allotment options in full, we estimate that the net proceeds we will receive will be approximately $ million. We will use the net proceeds in the following manner: . $60.0 million plus approximately $2.0 million of accretion to redeem all of our outstanding senior discount notes issued to repay subordinated discount notes held by some of our existing stockholders and to repay a portion of the borrowings under our old credit facility; . $78.0 million to finance a portion of the acquisition of Aurora Communications; . $24.0 million to finance a portion of the acquisition of the Allentown, Pennsylvania radio stations; and . the remainder to pay transaction costs and provide for general corporate purposes. The following table illustrates how we intend to finance the acquisitions of Aurora Communications and the Allentown, Pennsylvania radio stations: [Download Table] Sources of Funds ---------------- New credit facility: Term loan A-1........... $ 33,000,000 Term loan A-2........... 5,000,000 Term loan C............. 25,000,000 ------------ 63,000,000 This class A common stock offering................ 102,000,000(1) Cash on hand............. 2,000,000 ------------ Total.................... $167,000,000 ============ [Download Table] Uses of Funds ------------- Aurora Communications acquisition: Cash.................. $ 78,000,000(1) Assumption and repayment of liabilities........... 65,000,000 ------------ 143,000,000(2) Acquisition of Allentown, Pennsylvania radio stations: Cash.................. 24,000,000(3) ------------ Total.................. $167,000,000 ============ -------- (1) These amounts are subject to a working capital adjustment. (2) Does not include $7.0 million irrevocably deposited toward the Aurora Communications purchase price and $35.0 million of such purchase price that we expect to pay for in shares of our class C common stock. (3) Does not include $6.0 million irrevocably deposited toward the purchase price of these stations. If the Aurora Communications or the Allentown, Pennsylvania stations acquisitions do not close, then we will use the proceeds intended for these transactions to pay down additional debt, possibly to finance other acquisitions, to provide for general corporate purposes or for any combination of these proposed uses. Other than the pending acquisitions described elsewhere in this prospectus, we have not entered into any agreements, arrangements or understandings to proceed with any acquisitions. We intend to invest the net proceeds in U.S. government securities or other interest bearing short-term investment grade securities until the proceeds are used for the purposes described above. DIVIDEND POLICY We do not expect to pay any cash dividends or distributions on our capital stock for the foreseeable future. We currently intend to retain future earnings, if any, to finance the expansion of our business. Our credit facility restricts our ability to pay cash dividends. 24
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CAPITALIZATION The following table sets forth our actual capitalization as of March 31, 2000, our capitalization as adjusted to give effect to the offering but not the application of the proceeds from this offering as contemplated, and our pro forma capitalization, as adjusted, as of March 31, 2000 as if the following events that occurred or will occur after March 31, 2000 occurred on March 31, 2000: . our recapitalization and reorganization; . the completion of this offering and the application of the net proceeds as contemplated; . the completion of our acquisition of Aurora Communications; . the completion of our acquisition of two radio stations in Allentown, Pennsylvania; . the completion of our acquisitions of WILT (AM) and WCHR (FM); and . the completion of our acquisitions of seven stations that we currently operate under local marketing agreements. You should read this table together with the sections of this prospectus entitled "Unaudited Pro Forma Consolidated Financial Data," "Selected Historical Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and related notes and the unaudited pro forma consolidated financial statements and related notes included elsewhere in this prospectus. [Download Table] As of March 31, 2000 --------------------------- (unaudited) (in thousands) Pro Forma, As As Actual Adjusted Adjusted -------- -------- -------- Old credit facility................................ $ 56,139 $ $ New credit facility................................ -- Senior discount notes.............................. -- Subordinated discount notes........................ 40,159 Other debt......................................... 1,114 -------- ----- ----- Total long-term debt........................... 97,412 Partners' deficit.................................. (21,489) Stockholders' equity (1): Preferred stock, $.01 par value; shares authorized; none issued and outstanding......... -- Class A common stock, $.01 par value; shares authorized; shares issued and outstanding as adjusted; shares issued and outstanding pro forma as adjusted............................... -- Class B common stock, $.01 par value; shares authorized; shares issued and outstanding as adjusted; shares issued and outstanding pro forma as adjusted............................... -- Class C common stock, $.01 par value; shares authorized; shares issued and outstanding as adjusted; shares issued and outstanding pro forma as adjusted............................... -- Paid-in capital.................................. -- -------- ----- ----- Total stockholders' equity..................... -- -------- ----- ----- Total capitalization........................... $ 75,923 $ $ ======== ===== ===== -------- (1) Does not include (i) shares of class A common stock issuable upon exercise of options granted or which may be granted under our stock incentive plan, and (ii) up to shares of class A common stock issuable upon the exercise of the underwriters' over-allotment options. 25
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DILUTION Purchasers of the shares of class A common stock offered by this prospectus will experience an immediate and substantial dilution in net tangible book value per share. Dilution is the amount by which the initial public offering price paid by the purchasers of the shares of our class A common stock will exceed the net tangible book value per share of our common stock after the offering. The net tangible book value per share of our common stock is determined by subtracting total liabilities from the total book value of the tangible assets and dividing the difference by the number of shares of our common stock deemed to be outstanding on the date the book value is determined. As of March 31, 2000, we had a deficit in pro forma net tangible book value of approximately $(222.0) million, or $ per share, after giving effect to the following, but excluding this offering: . our recapitalization and reorganization; . the completion of our acquisition of Aurora Communications; . the completion of our acquisition of two radio stations in Allentown, Pennsylvania; . the completion of our acquisitions of WILT (AM) and WCHR (FM); and . the completion of our acquisitions of seven stations that we currently operate under local marketing agreements. Assuming the sale of shares of our class A common stock at the initial public offering price of $ per share and, the conversion of all outstanding shares of class B and class C common stock into shares of class A common stock, and deducting the underwriting discount and estimated offering expenses, our pro forma net tangible book value as of March 31, 2000 would have been a deficit of $ , or $ per share. This represents an immediate increase in pro forma net tangible book value to existing stockholders of $ per share and an immediate dilution to new investors of $ per share. The following table illustrates the per share dilution: [Download Table] Assumed initial public offering price per share...................... $ Pro forma net tangible book value deficiency per share as of March 31, 2000.......................................................... $ Increase in pro forma net tangible book value per share attributable to new investors purchasing shares in the offering... ---- Pro forma net tangible book value deficiency per share after the of- fering.............................................................. ---- Pro forma dilution per share to new investors........................ $ ==== 26
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The following table summarizes, on a pro forma basis as of March 31, 2000, the differences between existing common stockholders immediately prior to this offering and new investors purchasing class A common stock in connection with this offering, with respect to the number of shares of our common stock purchased, the total consideration paid and the average price per share paid. The table assumes no exercise of the underwriters' over-allotment options. [Download Table] Shares Purchased Consideration -------------- ------------- Average Price Number Percent Paid Percent Per Share ------ ------- ----- ------- ------------- Existing stockholders................ % $ % $ New investors........................ ---- ----- ----- ----- Total.............................. 100.0% $ 100.0% ==== ===== ===== ===== The foregoing discussion and tables assume no exercise of any stock options outstanding. There are options outstanding to purchase shares of our class A common stock at a weighted average exercise price of $ per share. To the extent that any of these options are exercised, there will be further dilution to the new investors. 27
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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA Our historical financial statements and the historical audited financial statements of some of the businesses we plan to acquire are included elsewhere in this prospectus. The unaudited pro forma consolidated financial data presented here should be read together with those financial statements and related notes. The unaudited pro forma consolidated statement of operations data for the year ended December 31, 1999 and for the three months ended March 31, 2000 give effect to the following transactions as if they had occurred on January 1, 1999 and January 1, 2000, respectively: . our recapitalization and reorganization; . the completion of this offering and the application of the net proceeds as described in this prospectus; . the completion of our acquisition of Aurora Communications; . the completion of our acquisition of two radio stations in Allentown, Pennsylvania; . the completion of our acquisitions of WILT (AM) and WCHR (FM); . the completion of our acquisitions of seven stations that we currently operate under local marketing agreements; and . our tower-related asset sale. The unaudited pro forma consolidated balance sheet as of March 31, 2000 gives effect to those of the transactions listed above that are expected to occur after March 31, 2000, as if they had occurred on March 31, 2000. We have included all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of this data. We based the pro forma adjustments on available information and on assumptions that we believe are reasonable under the circumstances. The pro forma consolidated financial data are not necessarily indicative of the results of operations or financial position that we would have achieved had the transactions described above occurred on the dates indicated, and should not be construed as being representative of future results of operations. Our results of operations for the three months ended March 31, 2000 and for any future quarters are not necessarily indicative of results that may be expected over the entire year or for any future period. 28
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NASSAU BROADCASTING CORPORATION UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS Year Ended December 31, 1999 (dollars in thousands, except per share data) [Enlarge/Download Table] Nassau Aurora Allentown Pro Forma Consolidated Broadcasting Stations(1) Stations Adjustments Pro Forma ------------ ----------- --------- ----------- ------------ Gross revenues.......... $ 34,295 $ 23,245 $ 4,135 $ (807)(2) $ 60,868 Less agency and outside commissions............ 2,893 1,729 368 -- 4,990 -------- -------- ------- ------- -------- Net revenues........ 31,402 21,516 3,767 (807) 55,878 -------- -------- ------- ------- -------- Operating expenses...... 20,794 12,250 2,282 (96) 35,230 Depreciation and amortization........... 2,634 2,324 705 8,985 (3) 14,649 Corporate general and administrative expenses............... 2,280 2,863 -- (2,863)(4) 2,280 Local marketing agreement fees......... 2,517 -- -- (1,817)(5) 700 -------- -------- ------- ------- -------- Total operating expenses........... 28,226 17,437 2,987 4,209 52,859 -------- -------- ------- ------- -------- Operating income (loss)............. 3,176 4,079 780 (5,016) 3,019 -------- -------- ------- ------- -------- Other income and (expenses): Investment income..... 2,562 1,157 29 (1,186)(6) 2,562 Gain on sale of assets............... 567 -- -- -- 567 Interest expense...... (10,946) (6,618) -- 4,853 (7) (12,711) Loss on impairment of intangibles.......... (13,250) 13,250 (8) -- -------- -------- ------- ------- -------- Total other income (expenses)......... (7,817) (18,711) 29 16,917 (9,582) -------- -------- ------- ------- -------- Net income (loss)... $ (4,641) $(14,632) $ 809 $11,901 $ (6,563) ======== ======== ======= ======= ======== Net earnings per common share--basic and diluted................ ======== ======== Weighted average shares outstanding--basic and diluted................ ======== ======== -------- (1) The financial information shown for Aurora Communications is based on the historical audited financial statements of the seller and the seller's predecessor entities as follows: Westchester Radio LLC; Capstar Trust; WEBE/WICC (Division of Media Partners, L.P.). (2) We have eliminated tower revenues (807) and expenses (96) to give effect to the sale of the tower-related assets. (3) We have adjusted depreciation and amortization to (i) eliminate the depreciation and depreciation expense recorded by Aurora Communications and the Allentown, Pennsylvania stations (3029); (ii) eliminate the depreciation of tower-related assets (43); (iii) eliminate our amortization of deferred finance costs on our old credit facility (560); (iv) record depreciation and amortization expense on the acquisitions (12,000); and (v) record amortization of the financing costs incurred for our new credit facility (617). (4) We have eliminated the corporate general and administrative expenses recorded by Aurora Communications (2863). (5) We have eliminated all local marketing agreement fees, except those relating to WSBG (FM) and WVPO (AM), as there is no agreement to purchase those stations (1817). (6) We have eliminated investment income recorded by Aurora Communications and the Allentown, Pennsylvania stations (1186). 29
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(7) We adjusted interest expense to (i) eliminate interest related to the tower assets (181); (ii) eliminate interest recorded by Aurora Communications (6618); (iii) eliminate interest for the debt that has been fully paid off in connection with our recapitalization (10,404), and (v) to record interest on our new credit facility assuming $130 million outstanding (12,350). (8) We have eliminated loss on the impairment of intangibles recorded by Westchester Radio LLC, the predecessor of Aurora Communications (13,250). (9) The Aurora purchase agreement requires a termination payment to one of its senior executives in the approximate amount of $1,000. We have not included this amount in the accompanying unaudited pro forma consolidated financial statements. (10) We incurred financing costs in the approximate amount of $3,000 in connection with our new credit facility. Since the subordinated discount notes were paid off from the proceeds of the offering, we did not reflect these expenses in the accompanying unaudited pro forma consolidated financial statements. (11) Prior to the offering, we intend to convert to a corporation which will be subject to income tax at the corporate level. For pro forma purposes, we have established a valuation allowance to the extent of the net deferred tax asset, which primarily relates to net operating losses. 29--1
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NASSAU BROADCASTING CORPORATION UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended March 31, 2000 (dollars in thousands, except per share data) [Enlarge/Download Table] Nassau Aurora Allentown Pro Forma Consolidated Broadcasting Stations(1) Stations Adjustments Pro Forma ------------ ----------- --------- ----------- ------------ Gross revenues.......... $ 7,893 $ 5,511 $ 875 $ (126)(2) $14,153 Less agency and outside commissions............ 612 551 76 1,239 ------- ------- ----- ------ ------- Net revenues........ 7,281 4,960 799 (126) 12,914 ------- ------- ----- ------ ------- Operating expenses...... 5,318 2,639 487 (17)(3) 8,427 Depreciation and amortization........... 822 756 177 2,107 3,862 Corporate general and administrative expenses............... 587 568 -- (568)(4) 587 Local marketing agreement fees......... 640 -- -- (465)(5) 175 ------- ------- ----- ------ ------- Total operating expenses........... 7,367 3,963 664 1,057 13,051 ------- ------- ----- ------ ------- Operating income (loss)............. (86) 997 135 (1,183) (137) ------- ------- ----- ------ ------- Other income and (expenses): Investment income..... 453 5 -- (5)(6) 453 Gain on sale of assets............... 1,633 -- -- -- 1,633 Interest expense...... (3,024) (1,977) -- 1,773 (7) (3,228) ------- ------- ----- ------ ------- Total other income (expenses)......... (938) (1,972) -- 1,768 (1,142) ------- ------- ----- ------ ------- Net income (loss)... $(1,024) $ (975) $ 135 $ 585 (8) $(1,279) ======= ======= ===== ====== ======= Net earnings per common share--basic and diluted................ $ $ ======= ======= Weighted average shares outstanding--basic and diluted................ ======= ======= -------- (1) The financial information shown for Aurora stations is based on the historical audited financial statements of the seller and the seller's predecessor entities as follows: Westchester Radio LLC; Capstar Trust; WEBE/WICC (Division of Media Partners, L.P.). (2) We have eliminated tower revenues (126) and expenses (17) to give effect to the sale of the tower-related assets. (3) We have adjusted depreciation and amortization expense to (i) eliminate the depreciation recorded by Aurora Communications and the Allentown, Pennsylvania stations (933); (ii) eliminate our amortization of deferred finance costs on our old credit facility (114); (iii) record depreciation and amortization expense on the acquisitions (3,000); and (iv) record amortization of the financing costs incurred for our new credit facility (154). (4) We have eliminated the corporate general and administrative expenses recorded by Aurora Communications (568). (5) We have eliminated all local marketing agreement fees, except those relating to WSBG (FM) and WVPO (AM), as there is no agreement to purchase those stations (465). (6) We have eliminated investment income recorded by Aurora Communications (5). (7) We have adjusted interest expense to (i) eliminate interest related to the tower assets (29); (ii) eliminate interest recorded by Aurora Communications (1,977); (iii) eliminate interest for the debt that has been fully paid off in connection with our recapitalization (2,599); (iv) eliminate the expense of our subordinated discount notes associated with our old credit facility (225) and (v) record interest on our new credit facility assuming $130 million outstanding (3,057). 30
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(8) The Aurora purchase agreement requires a termination payment to one of its senior executives in the approximate amount of $1,000. We have not included this amount in the accompanying unaudited pro forma consolidated financial statements. (9) We incurred financing costs in the approximate amount of $3,000 in connection with our new credit facility. Since the subordinated discount notes were paid off from the proceeds of the offering, we did not reflect these expenses in the accompanying unaudited pro forma consolidated financial statements. (10) Prior to the offering, we intend to convert to a corporation which will be subject to income tax at the corporate level. For pro forma purposes, we have established a valuation allowance to the extent of the net deferred tax asset, which primarily relates to net operating losses. 30--1
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NASSAU BROADCASTING CORPORATION UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET As of March 31, 2000 (dollars in thousands) [Enlarge/Download Table] Pro Forma Pro Forma Pro Forma Adjustments Pro Forma Adjustments Adjustments Nassau For The For The For The For The Consolidated Historical Recapitalization Recapitalization Offering(5) Acquisitions(8) Pro Forma ---------- ---------------- ---------------- ----------- --------------- ------------ ASSETS CURRENT ASSETS: Cash....................... $ 2,397 $ (996)(1) $ 1,401 $108,700 $(108,100) $ 2,001 Marketable securities...... 2,100 (2,100)(1) -- -- -- -- Accounts receivable, net... 5,456 -- 5,456 -- -- 5,456 Prepaid and other current assets.................... 652 -- 652 -- -- 652 -------- ------- -------- -------- --------- -------- Total Currents Assets.... 10,605 (3,096) 7,509 108,700 (108,100) 8,109 Property and Equipment, net.. 5,672 -- 5,672 -- 16,500 22,172 OTHER ASSETS: Deferred costs, net........ 1,040 5,660 (2) 6,700 (3,000) -- 3,700 Intangibles, net........... 26,317 -- 26,317 -- 245,502 271,819 Deposits................... 38,902 -- 38,902 -- (38,902) -- Other assets............... 150 -- 150 -- -- 150 -------- ------- -------- -------- --------- -------- Total Assets............. $ 82,686 $ 2,564 $ 85,250 $105,700 $ 115,000 $305,950 ======== ======= ======== ======== ========= ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses.......... $ 1,705 $ -- $ 1,705 $ -- $ -- $ 1,705 Capitalized lease obligations, current...... 472 -- 472 -- -- 472 -------- ------- -------- -------- --------- -------- Total Current Liabilities.. 2,177 -- 2,177 -- -- 2,177 Senior Debt.................. 56,139 (6,539)(3) 49,600 -- 80,000 129,600 Subordinated Debt............ 40,159 17,219 (3) 57,378 (57,378) -- -- Capitalized Lease Obligations, Long Term...... 642 -- 642 -- -- 642 Deferred Income.............. 5,058 -- 5,058 -- -- 5,058 -------- ------- -------- -------- --------- -------- Total Liabilities........ 104,175 10,680 114,855 (57,378) 80,000 137,477 -------- ------- -------- -------- --------- -------- EQUITY: Stockholders' Equity....... -- 133,473 (7) 35,000 168,473 Partners' deficit.......... (21,489) (8,116)(4) (29,605) 29,605 (6) -- -- -------- ------- -------- -------- --------- -------- Total Equity............. (21,489) (8,116) (29,605) 163,078 35,000 168,473 -------- ------- -------- -------- --------- -------- Total Liabilities And Equity.................. $ 82,686 $ 2,564 $ 85,250 $105,700 $ 115,000 $305,950 ======== ======= ======== ======== ========= ======== -------- (1) Cash used in the recapitalization resulted from (i) the proceeds of our senior discount notes and our new credit facility (109,600); (ii) payoff of our old credit facility and our subordinated discount notes (100,538); (iii) the payment of a redemption of some equity interests and a preferred distribution to Louis F. Mercatanti, Jr. (5,458) and (iv) the financing costs incurred in the recapitalization (6,700). 30--2
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(2) We expensed previously deferred finance costs on our old credit facility (1,040) and deferred financing costs incurred in our recapitalization (6,700). (3) We paid off our old credit facility (56,139) and our subordinated discount notes (40,158) from the proceeds of our senior discount notes (49,600) and our new credit facility (57,378). (4) The increase in partners' deficit resulting from the recapitalization was due to the distributions to the equity holder (5,458); the accretion and other costs on the new credit facility (5,280) and the proceeds allocated to limited partnership units issued in connection with the new credit facility (2,622). (5) The offering was recorded as follows: [Download Table] Gross proceeds.................................................. 190,000 Costs of offering............................................... (14,300) Repayment of subordinated discount notes........................ (62,000) Redemption of some equity interests............................. (5,000) -------- Net proceeds.................................................... $108,700 ======== (6) We converted to a corporation immediately prior to this offering. (7) The financing costs associated with our new credit facility were written off when our old credit facility was repaid (3,000). The accretion on the repayment of subordinated debt (4,622) was also charged to accumulated deficit. (8) We financed and recorded the acquisitions as follows: [Download Table] Other Stations Including those Under Local Aurora Allentown Marketing Stations Stations Agreements Total -------- --------- --------------- -------- Cash payments...................... $ 83,000 $24,000 $ 1,100 $108,100 Reduction of deposits.............. 7,000 6,000 25,902 38,902 Increase in debt................... 60,000 -- 20,000 80,000 Issuance of common stock........... 35,000 -- -- 35,000 -------- ------- ------- -------- Total............................ $185,000 $30,000 $47,002 $262,002 ======== ======= ======= ======== Professional fees associated primarily with the stations under local marketing agreements, in the approximate amount of $1,100, are included as deposits in the table above. 30--3
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SELECTED HISTORICAL FINANCIAL DATA The table below sets forth selected historical financial data of Nassau Broadcasting Partners, L.P. and its predecessors, Nassau Broadcasting Company, Inc. and Nassau Broadcasting Holdings, Inc., as of the dates and for the periods indicated. The selected combined statement of operations data for the year ended December 31, 1995 are derived from audited financial statements of Nassau Broadcasting Company, Inc. and Nassau Broadcasting Holdings, Inc. which are not included in this prospectus. The selected consolidated statement of operations data for the year ended December 31, 1996 and the consolidated balance sheet data as of December 31, 1995, 1996 and 1997 are derived from audited financial statements of Nassau Broadcasting Partners, L.P. which are not included in this prospectus. The statement of operations data for the years ended December 31, 1997, 1998 and 1999 and the balance sheet data as of December 31, 1998 and 1999 have been derived from audited financial statements of Nassau Broadcasting Partners, L.P. and are included elsewhere in this prospectus. The statement of operations data for the three months ended March 31, 1999 and 2000 and the balance sheet data as of March 31, 2000 have been derived from the unaudited financial statements of Nassau Broadcasting Partners, L.P. which, in the opinion of management, have been prepared on the same basis as the audited financial statements and reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of this data. Results for the three-month period ended March 31, 2000 are not necessarily indicative of results that may be expected for the entire year or for any future period. You should read the following data in conjunction with the historical financial statements and related notes, the unaudited pro forma consolidated financial statements and related notes, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. [Enlarge/Download Table] Three Months Year Ended December 31, Ended March 31, -------------------------------------------------- ----------------- 1995 1996 1997 1998 1999 1999 2000 ------- ------- ------- -------------- -------- ------- -------- (unaudited) (in thousands) Statement of Operations Data: Gross revenues.............. $ 5,999 $12,906 $20,891 $27,349 $ 34,295 $ 6,811 $ 7,893 Less agency and outside commissions................ 487 1,082 1,812 2,353 2,893 544 612 ------- ------- ------- ------- -------- ------- -------- Net revenues.............. 5,512 11,824 19,079 24,996 31,402 6,267 7,281 ------- ------- ------- ------- -------- ------- -------- Operating expenses.......... 3,916 7,001 13,437 17,227 20,794 4,570 5,318 Depreciation and amortization............... 274 851 2,139 2,364 2,634 603 822 Corporate general and administrative expenses.... 370 1,583 1,995 1,825 2,280 500 587 Local marketing agreement fees....................... -- 1,307 1,666 2,271 2,517 725 640 ------- ------- ------- ------- -------- ------- -------- Total operating expenses.. 4,560 10,742 19,237 23,687 28,225 6,398 7,367 ------- ------- ------- ------- -------- ------- -------- Operating income........ 952 1,082 (158) 1,309 3,177 (131) (86) ------- ------- ------- ------- -------- ------- -------- Other income (expenses) Investment income......... -- -- 530 992 2,562 154 453 Gain on sale of assets.... -- -- -- 3,176 567 142 1,633 Interest expense.......... (2,042) (2,334) (6,367) (8,781) (10,946) (2,718) (3,024) Write-off of debt offering costs.................... -- (851) -- -- -- -- -- Special management fee.... -- -- (744) -- -- -- -- ------- ------- ------- ------- -------- ------- -------- Total other income (expenses)............. (2,042) (3,185) (6,581) (4,613) (7,817) (2,423) (938) ------- ------- ------- ------- -------- ------- -------- Income (loss) before extraordinary item..... (1,090) (2,103) (6,739) (3,304) (4,640) (2,554) (1,024) Extraordinary loss on early retirement of debt......... -- -- -- (677) -- -- -- ------- ------- ------- ------- -------- ------- -------- Net income (loss)....... $(1,090) $(2,103) $(6,739) $(3,981) $ (4,640) $(2,554) $ (1,024) ======= ======= ======= ======= ======== ======= ======== 31
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[Enlarge/Download Table] Three Months Ended March Year Ended December 31, 31, ------------------------------------------- --------------- 1995 1996 1997 1998 1999 1999 2000 ------ -------- -------- ------ ------- ------- ------ (unaudited) (in thousands) Other Data: Broadcast cash flow (1).................... $1,596 $ 4,823 $ 5,642 $7,769 $10,608 $ 1,697 $1,963 EBITDA (1).............. 1,225 3,240 3,647 5,944 8,328 1,197 1,376 After-tax cash flow (1).................... (817) (1,252) (4,600) (4,116) (2,573) (2,093) (1,835) Net cash provided by (used in) Operating activities.. (897) (1,362) (3,393) (1,408) (165) (281) (754) Investing activities.. (3,480) (28,061) (18,541) 3,902 (8,368) (6,429) (6,082) Financing activities.. (4,341) (33,893) 17,172 3,847 2,071 (104) (7,060) [Download Table] As of As of December 31, March 31, --------------------------------------------- ----------- 1995 1996 1997 1998 1999 2000 ------- ------- ------- -------- -------- ----------- (unaudited) (in thousands) Balance Sheet Data: Cash and cash equivalents............ $ 1,000 $ 5,471 $ 747 $ 7,090 $ 587 $ 2,397 Working capital......... 612 7,018 6,046 12,897 7,278 8,546 Total assets............ 9,599 44,503 57,445 69,835 74,768 82,686 Total indebtedness...... 14,597 50,113 65,299 82,808 90,445 97,412 Partners' deficit....... (5,789) (7,793) (9,032) (15,595) (19,510) (21,489) -------- (1) Although broadcast cash flow, EBITDA and after-tax cash flow are not measures of performance calculated in accordance with GAAP, management believes that they are useful to an investor in evaluating our performance because they are measures widely used in the broadcasting industry to evaluate a radio company's operating performance. However, you should not consider broadcast cash flow, EBITDA and after-tax cash flow in isolation or as substitutes for net income, cash flow from operating activities and other income or cash flow statement data prepared in accordance with GAAP, or as measures of liquidity or profitability. Broadcast cash flow, EBITDA and after-tax cash flow, as we define these terms, may not be comparable to similarly titled measures used by other companies. 32
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis together with "Unaudited Pro Forma Consolidated Financial Data," "Selected Historical Financial Data" and the financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. The statements are based on current expectations and actual results could differ materially from those discussed here. Factors that could cause or contribute to such difference include, but are not limited to, those discussed below and elsewhere in this prospectus, particularly in the "Risk Factors" section. Overview We were founded in December 1986 with the purchase of WPST (FM) and WHWH (AM) in Trenton, New Jersey by Louis F. Mercatanti, Jr., our President and Chief Executive Officer. With the enactment of the Telecommunications Act of 1996, industry deregulation has allowed us to create a unified regional radio broadcasting group with 21 clustered radio stations. Today, we are a radio broadcasting company focused on building local radio station clusters in demographically attractive suburban areas surrounding major metropolitan markets in the northeastern United States. We currently own and/or operate 11 FM and 10 AM stations in five markets. We are currently in the process of acquiring Aurora Communications, LLC, which operates nine stations in three markets, and two Allentown, Pennsylvania stations from Clear Channel Communications, Inc. Following these and other pending acquisitions, we will own and/or operate 17 FM and 15 AM stations in nine markets. We have increased the net revenues and broadcast cash flow of our stations resulting in 21.0% and 33.0% two-year compound annual same station broadcast cash flow growth, respectively. For the year ended December 31, 1999, giving pro forma effect to our recent tower-related asset sale, our recapitalization and reorganization and our pending acquisitions, as if we had completed these transactions as of January 1, 1999, we would have had net revenues of $55.9 million, broadcast cash flow of $20.6 million and a net loss of $6.6 million. For the three months ended March 31, 2000, giving pro forma effect to our recent tower-related asset sale, our recapitalization and reorganization and our pending acquisitions, as if we had completed these transactions as of January 1, 2000, we would have had net revenues of $12.9 million, broadcast cash flow of $4.5 million and a net loss before extraordinary items of $1.3 million. In May 2000, we undertook a recapitalization in which we: . entered into a new credit facility that provides for borrowings of up to $144.0 million; . issued and sold units consisting of senior discount notes and limited partnership units for gross proceeds of $60.0 million. The limited partnership units were converted into shares of our class A common stock as of the date of this offering; . repaid all outstanding obligations under our old credit facility and all our $42.4 million of outstanding subordinated discount notes which had been issued to our existing stockholders; and . redeemed $2.5 million of equity interests of, and paid a $2.9 million preferred distribution to, Mr. Mercatanti, one of our stockholders. Until immediately prior to this offering, we were a limited partnership whose principal subsidiaries were single-member limited liability companies. The limited partnership, Nassau Broadcasting Partners, L.P., was a flow-through entity for federal and some state and local income tax purposes, and the limited liability companies were disregarded for federal and some state and local tax purposes. As a result, our net income (loss) for 33
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federal and some state and local income tax purposes had been reported by, and taxed directly to, our equity holders, rather than by and to us. In connection with this offering, we have terminated our limited partnership status and have become subject to federal and applicable state and local corporate income tax as a subchapter C corporation. Our principal source of revenue is the sale of broadcasting time on our radio stations for advertising. As a result, our revenue is affected primarily by the advertising rates our radio stations charge. Advertising rates charged by a radio station are based primarily on the station's ability to attract listeners in a given market and on the attractiveness to advertisers of the station's listener demographics. Rates vary depending upon a program's popularity among the listeners an advertiser is seeking to attract, the number of advertisers vying for available air time and the availability of advertising time on other radio stations and alternative media in the market. Radio advertising rates generally are highest during the morning and afternoon drive- time hours which are the peak hours for radio listening. The number of advertisements that a radio station can broadcast within any given time period without jeopardizing listener levels, and the resulting ratings, are limited in part by the format of that station. Each of our stations has a general predetermined level of on-air inventory that it makes available for advertising. Available inventory may vary at different times of the day but tends to remain stable over time. Much of our selling activity is based on demand for our radio stations' on-air inventory and, in general, we respond to this demand by varying prices rather than by changing the available inventory. Radio stations often utilize trade or barter agreements to exchange advertising time for goods or services, such as other media advertising, travel or lodging, in lieu of cash. In order to preserve most of our on-air inventory for cash advertising, we generally enter into trade agreements only if we will use the goods or services bartered to us in our business. We have minimized our use of trade agreements and in 1999 we sold over 96% of our advertising time for cash. In addition, we generally do not preempt advertising spots paid for in cash with advertising spots paid for in trade. Historically, our broadcast revenues have varied through the year. As is typical in the radio broadcasting industry, we expect our first calendar quarter to produce the lowest revenues for the year, and we expect the fourth calendar quarter to produce the highest revenues for the year. Our 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. In 1999, we derived approximately 75% of our gross revenues from the sale of local advertising, and approximately 25% from the sale of national advertising. Local advertising, which is sold primarily by each station's sales staff, is important to us because it represents a stable revenue source which is less affected by economic downturns. We receive higher rates for national advertising and consequently we also focus on obtaining national advertisers. However, we believe that the volume of national advertising revenue is more susceptible to changes in the economic environment and a less reliable source over the long-term. To generate national advertising sales, we engage Katz Communications, Inc., a national advertising representation firm. In addition, we have created a division called Jersey Radio Network to market to national advertisers the importance of utilizing our radio stations to complement any New York-Philadelphia radio schedule. In 1999, no single advertiser accounted for 1% of our gross revenue. Our operating expenses are primarily sales commissions and programming, engineering, advertising and promotional expenses. We aim to control these expenses by working closely with local station management. We also have incurred and will continue to incur significant depreciation and amortization expense as a result of completed and future acquisitions of stations. We typically collect our advertising revenue within 120 days of the date on which we air the related advertisement. Most accrued expenses, however, are paid within 45 to 60 days. As a result of this time lag, working capital requirements have increased as we have grown and are likely to increase in the future. 34
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We have generated net losses primarily as a result of significant charges for depreciation and amortization relating to the acquisition of radio stations and interest charges on outstanding debt. We amortize FCC licenses and goodwill attributable to the acquisition of radio stations over a period ranging from 25 to 40 years. Based upon the large number of acquisitions we expect to consummate within the next six months, we anticipate that depreciation and amortization charges will continue to be significant for several years. To the extent that we complete additional acquisitions, our interest expense and depreciation and amortization charges are likely to increase. If this occurs, we would expect to continue to incur net losses. The performance of a radio broadcasting company, such as ours, is customarily measured by its ability to generate broadcast cash flow and EBITDA. Broadcast cash flow consists of operating income (loss) before depreciation and amortization, corporate general and administrative expenses, and local marketing agreement fees. "EBITDA" consists of operating income (loss) before depreciation and amortization expense and local marketing agreement fees. Broadcast cash flow and EBITDA, as we define them, may not be comparable to similarly titled measures used by other companies. Although broadcast cash flow and EBITDA are not measures of performance calculated in accordance with generally accepted accounting principles, we believe that they are accepted by the broadcasting industry as generally recognized measures of performance and are used by analysts who report publicly on the operating performance of radio broadcasting companies. Nevertheless, you should not consider these measures in isolation or as a substitute for operating income, net income, net cash provided by operating activities or any other measure for determining our operating performance or liquidity that is calculated in accordance with generally accepted accounting principles. Our financial results are dependent on a number of factors, including the general strength of the local and national economies, population growth, the ability to provide popular programming, local market competition, the relative efficiency of radio broadcasting compared to other media, signal strength and government regulation and policies. Results of Operations Three months ended March 31, 2000 compared to three months ended March 31, 1999 Net revenues for the three months ended March 31, 2000 were $7.3 million compared to $6.3 million for the three months ended March 31, 1999, an increase of 16.2%. This increase was due primarily to the increased focus of our sales force in growing the sale of commercial time to local and national advertisers. Operating expenses for the three months ended March 31, 2000 were $5.3 million compared to $4.6 million for the three months ended March 31, 1999, an increase of 16.4%. The increase was attributable primarily to continuing investments in our programming and sales personnel at the station level. As a result of the factors described above, broadcast cash flow was $2.0 million for the three months ended March 31, 2000 compared to $1.7 million for the three months ended March 31, 1999, an increase of 15.7%. Corporate general and administrative expenses for the three months ended March 31, 2000 was $587,000 compared to $500,000 for the three months ended March 31, 1999, an increase of 17.4%. This increase was attributable primarily to additional professional fees and investment in additional personnel necessary to manage our growing radio station portfolio. As a result of the factors described above, EBITDA was $1.4 million for the three months ended March 31, 2000 compared to $1.2 million for the three months ended March 31, 1999, an increase of 15.0%. Depreciation and amortization expense for the three months ended March 31, 2000 was $822,000 compared to $603,000 for the three months ended March 31, 1999, an increase of 36.3%. This increase reflected the amortization of goodwill associated with the acquisition of WNJO (FM) and WCHR (AM) recorded in the quarter ended March 31, 2000. 35
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Local marketing agreement fees for the three months ended March 31, 2000 were $640,000 compared to $725,000 for the three months ended March 31, 1999, a decrease of 11.7%. The decrease reflected a reduction in the amount of local marketing agreement fees paid under existing agreements. As a result of the factors described above, our operating loss for the three months ended March 31, 2000 was $86,000 compared to $131,000 for the three months ended March 31, 1999, a decrease of 34.4%. Other expenses for the three months ended March 31, 2000 was $938,000 compared to $2.4 million for the three months ended March 31, 1999. The change is attributable primarily to the gain recognized in the sale of tower-related assets. As a result of the factors described above, our net loss for the three months ended March 31, 2000 was $1.0 million compared to a net loss of $2.5 million for the three months ended March 31, 1999. Year ended December 31, 1999 compared to year ended December 31, 1998 Net revenues for the year ended December 31, 1999 were $31.4 million compared to $25.0 million for the year ended December 31, 1998, an increase of 25.6%. This increase in revenues was driven primarily by the underlying economics of the markets we operated in, improved selling efforts and the overall strong performance of our established stations as well as the maturation of our developing stations. Operating expenses for 1999 were $20.8 million compared to $17.2 million for 1998, an increase of 20.7%. The increase was due to increased investments in programming talent, increased advertising and promotion expenditures and sales expenses associated with higher revenues. As a result of the factors described above, broadcast cash flow was $10.6 million for 1999 compared to $7.8 million for 1998, an increase of 36.5%. Corporate general and administrative expenses for 1999 totaled $2.3 million compared to $1.8 million for 1998, an increase of 24.9%. The increase was attributable primarily to the addition of a corporate controller, increased legal fees as we continually examine new opportunities for growth and performance based compensation increases. As a result of the factors described above, EBITDA was $8.3 million for 1999 compared to $5.9 million for 1998, an increase of 40.1%. Depreciation and amortization expense for 1999 was $2.6 million compared to $2.4 million for 1998, an increase of 11.5%. This increase reflected the write-off of deferred financing costs associated with our old credit facility and amortization of goodwill associated with the acquisitions of WNJO (FM) and WCHR (AM). Local marketing agreement fees for 1999 were $2.5 million compared to $2.3 million in 1998, an increase of 10.8%. The increase was due to the local marketing agreement initiated in November 1998 for WSBG (FM) and WVPO (AM) in Stroudsburg, Pennsylvania. Operating income for 1999 was $3.2 million compared to $1.3 million in 1998, an increase of 142.6%. This increase was primarily attributable to the strong revenue growth coupled with management's control of expenses. Other expenses for 1999 was $7.8 million compared to $4.6 million in 1998. This increase was attributable to the gain recognized on the sale of WSBG (FM) and WVPO (AM) in 1998. As a result of the factors described above, our net loss for 1999 was $4.6 million compared to $4.0 million in 1998. 36
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Year ended December 31, 1998 compared to year ended December 31, 1997 Net revenues for the year ended December 31, 1998 were $25.0 million compared to $19.1 million for the year ended December 31, 1997, an increase of 31.0%. The increase was due to management's continued focus on station by station growth. 1998 also included a full twelve months of operating results for WBBO (FM) which went on the air in May 1997. WNJO (FM) and WCHR (AM) were successfully switched to new formats in mid-1998. Operating expenses for 1998 were $17.2 million compared to $13.4 million in 1997, an increase of 28.2%. The increase was primarily attributable to the commencement of operation of WNJO (FM), WCHR (AM), WBBO (FM) in 1998 as well as expenses associated with higher revenues. As a result of the factors described above, broadcast cash flow was $7.8 million in 1998 compared to $5.6 million in 1997, an increase of 37.7%. Corporate general and administrative expenses were $1.8 million in 1998 compared to $2.0 million in 1997, a decrease of 8.5%. This decrease was attributable primarily to a reduction in fees paid under a management consulting agreement which terminated in 1997. As a result of the factors described above, EBITDA was $5.9 million for 1998 compared to $3.6 million for 1997, an increase of 63.0%. Depreciation and amortization expense for 1998 was $2.4 million compared to $2.1 million for 1997, an increase of 10.5%. The increase was attributable primarily to the full year of depreciation and amortization expense associated with the radio stations acquired in 1997. Local marketing agreement fees were $2.3 million in 1998 compared to $1.7 million in 1997, an increase of 36.3%. New local marketing agreements were initiated in 1998 for WTSX (FM) and WDLC (AM) in Port Jervis, New York, and WSBG (FM) and WVPO (AM) in Stroudsburg, Pennsylvania. As a result of the factors described above, operating income for 1998 was $1.3 million compared to a loss of $158,000 in 1997. Other expense for 1999 was $4.6 million in 1998 and $6.6 million in 1997. The decrease was attributable to the gain recognized on the sale of WSBG (FM) and WVPO (AM) in 1998. As a result of the factors described above, our net loss for 1998 was $4.0 million compared to $6.7 million in 1997. Liquidity and Capital Resources Overview. We have financed our acquisitions from one or a combination of the following sources: . our credit facilities; . borrowings from our equity investors and others; . additional equity issuance; . asset sales; and . internally generated broadcast cash flow. 37
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Our other liquidity needs have been for working capital, debt service, capital expenditures and other general corporate purposes. In the future, we expect that our principal liquidity requirements will be for acquisitions of additional radio stations, working capital, debt service and other general corporate purposes. We expect to finance future acquisitions through a combination of bank borrowings and internally generated funds. We will use the net proceeds from this offering in the following manner: . $60.0 million plus approximately $2.0 million of accretion to redeem all of our outstanding senior discount notes incurred to repay subordinated discount notes held by some of our existing stockholders and to repay a portion of the borrowings under our old credit facility; . $78.0 million to finance a portion of the acquisition of Aurora Communications; . $24.0 million to finance the acquisition of the two Allentown, Pennsylvania radio stations; and . the remainder to pay transaction costs and provide for general corporate purposes. As of March 31, 2000, we held $2.4 million in cash and cash equivalents, held $2.1 million in marketable securities available for sale, and had $1.0 million available under our old credit facility. Our pending acquisitions have an aggregate purchase price of $266.3 million with a remaining cash requirement of $188.5 million. Based on our current debt obligations, we anticipate that our debt service costs for the twelve months ending March 31, 2001 will be $12.0 million. Under our new credit facility, we can currently borrow up to $144.0 million, subject to compliance with financial ratios and covenants. We believe that the net proceeds from this offering, together with the availability under our new credit facility and cash on hand should be sufficient to permit us to meet our financial obligations for at least the next twelve months. We had working capital of $7.3 million at December 31, 1999, $12.9 million at December 31, 1998 and $6.0 million at December 31, 1997. Operating Activities. Our operating activities used $165,083 in 1999 compared to $1.4 million used in 1998. The change relates primarily to improved working capital management in 1999. Investing Activities. Our investing activities used $8.4 million in 1999, primarily for payments due under the purchase agreement for WNJO (FM) and WCHR (AM). Financing Activities. Cash provided by financing activities totaled $2.1 million in 1999. In 1999, we drew against our old credit facility to make payments under existing asset purchase agreements. As of March 31, 2000, we had an outstanding balance under our old credit facility of approximately $56.0 million and availability under our old credit facility of $1.0 million for future acquisitions and other corporate purposes. Giving pro forma effect to the following transactions as of March 31, 2000, we would have had an outstanding balance under our new credit facility of approximately $129.6 million and availability under our new credit facility of $14.4 million for future acquisitions and other corporate purposes: . our recapitalization and reorganization; . the completion of this offering and the application of the net proceeds as contemplated; . the completion of our acquisition of Aurora Communications; . the completion of our acquisition of two radio stations in Allentown, Pennsylvania; . the completion of our acquisitions of seven radio stations that we currently operate under local marketing agreements; . the completion of our acquisition of Manahawkin Communications Corporation, the owner of a construction permit to build a new radio station, WCHR (FM), in the New Jersey market of Monmouth and Ocean counties; and . the completion of our acquisition of one radio station in Mount Pocono, Pennsylvania. 38
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New Credit Facility. Our new credit facility is secured by substantially all our assets, including our ownership interests in each of our subsidiaries. Our principal operating subsidiary, Nassau Broadcasting I, LLC, is the borrower under our new credit facility. However, we have, and each of our other subsidiaries has, fully and unconditionally guaranteed all of our obligations under this facility. The terms we use below have the meaning given to them in our new credit facility. The new credit facility consists of the following: . $20.0 million revolving credit facility, approximately $4.6 million of which we have drawn in connection with our recapitalization and which we use to provide for general corporate purposes. The revolving credit facility bears interest at the following annual rates: (1) during the periods that the loan is an Alternative Base Rate Loan, the Alternative Base Rate, plus the Applicable Margin, and (2) during the periods that the loan is a LIBOR Loan, for each related Interest Period, the LIBO Rate for the loan for that Interest Period, plus the Applicable Margin. This loan matures in June, 2006. . $33.0 million term loan A1, which we will use to finance a portion of the purchase price of Aurora Communications in the form of repayment of debt of Aurora Communications. This loan bears interest at the following annual rates: (1) during the periods that the loan is an Alternative Base Rate Loan, the Alternative Base Rate, plus the Applicable Margin, and (2) during the periods that the loan is a LIBOR Loan, for each related Interest Period, the LIBO Rate for the loan for that Interest Period, plus the Applicable Margin. This loan will amortize on a quarterly basis and matures in June, 2006. . $26.0 million term loan A2, $5 million of which we have drawn in connection with our recapitalization and the remainder of which we will use to finance a portion of the purchase price of stations we currently operate under local marketing agreements. This loan bears interest at the following annual rates: (1) during the periods that the loan is an Alternative Base Rate Loan, the Alternative Base Rate, plus the Applicable Margin, and (2) during the periods that the loan is a LIBOR Loan, for each related Interest Period, the LIBO Rate for the loan for that Interest Period, plus the Applicable Margin. This loan will amortize on a quarterly basis and matures in June, 2006. . $40.0 million term loan B, which we have drawn in connection with our recapitalization and to fund an equity redemption. This loan bears interest at the following annual rates: (1) during the periods that the loan is an Alternative Base Rate Loan, the Alternative Base Rate, plus the Applicable Margin, and (2) during the periods that the loan is a LIBOR Loan, for each related Interest Period, the LIBO Rate for the loan for that Interest Period, plus the Applicable Margin. This loan will have minimal amortization over its life and matures in June, 2007, at which time a balloon payment will be due. . $25.0 million term loan C, which we will use to finance a portion of the purchase price of Aurora Communications in the form of repayment of debt of Aurora Communications. This loan bears interest at the following annual rates: (1) during the periods that the loan is an Alternative Base Rate Loan, the Alternative Base Rate, plus the Applicable Margin, and 39
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(2) during the periods that the loan is a LIBOR Loan, for each related Interest Period, the LIBO Rate for the loan for that Interest Period, plus the Applicable Margin. This loan will have minimal amortization over its life and matures in June, 2008, at which time a balloon payment will be due. Our new credit facility prohibits us from paying cash dividends and restricts our ability to make other distributions with respect to our capital stock. Our new credit facility also contains other customary restrictive covenants. Among other things, these covenants limit our ability to: . incur additional indebtedness, contingent liabilities and liens; . redeem or repurchase capital stock and redeem, repurchase or prepay subordinated debt; . enter into certain investments or joint ventures; . consolidate, merge or effect asset sales; . make capital expenditures; . enter sale and leaseback transactions; . sell or discount accounts receivable; . enter into transactions with stockholders and affiliates; or . change the nature of our business. We are also required to satisfy financial covenants, which require us to maintain specified financial ratios and to comply with financial tests, such as ratios for interest coverage, fixed charge coverage and senior and total debt. Our new credit facility contains events of default typical for this type of facility (subject in each case to certain grace periods and materiality thresholds), including, without limitation, (1) non-payment of amounts due under the credit facility, (2) material misrepresentations, (3) covenant defaults, (4) cross-defaults to other indebtedness, (5) judgment defaults, (6) bankruptcy, and (7) a change of control of the principal operating company, Nassau Broadcasting I, LLC or its successors. Senior Discount Notes. On May 4, 2000, we issued and sold units consisting of senior discount notes and limited partnership units for gross proceeds of $60.0 million. The limited partnership units were converted into shares of class A common stock as of the date of this offering. These senior discount notes will be fully repaid from the proceeds of this offering. The proceeds from these senior discount notes were used to repay the subordinated discount notes held by some of our equity holders. Old Credit Facility. On May 4, 2000, we repaid approximately $58.1 million in then-outstanding borrowings under our old credit facility from borrowings under our new credit facility and from proceeds of our senior discount notes. Subordinated Discount Notes, Preferred Distribution and Equity Redemption. On May 4, 2000, we repaid all outstanding subordinated discount notes that we had issued to our existing stockholders in an amount of $42.4 million and made a preferred distribution to Louis F. Mercatanti, Jr. under the Nassau Broadcasting partnership agreement, in an amount of $2.9 million. In addition, Nassau Broadcasting, L.P. redeemed $2.5 million of equity interests held by Mr. Mercatanti, who also has the right to require us to redeem a further $5.0 million of equity interests at any time provided there is no existing event of default under our new credit facility and no new event of default would result. Pending Acquisitions. We expect that the total cash required to fund our pending acquisitions is approximately $231.3 million, with a remaining cash requirement of $188.5 million. The consummation of our pending acquisitions is subject to conditions, including approval of the FCC. Although we believe the closing conditions are customary for transactions of this type, these conditions may not be satisfied. We believe that the FCC ultimately will approve the proposed acquisitions, but we cannot be certain of this. Therefore, we do not know when these acquisitions will close, if at all. 40
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Qualitative and Quantitative Disclosures about Market Risk Market risk is the risk of loss arising from adverse changes in market rates and prices such as interest rates, foreign currency exchange rate and commodity prices. Our primary exposure to market risk is interest rate risk associated with our new credit facility. Amounts borrowed under the new credit facility incur interest at the Alternate Base Rate or the LIBO Rate plus the then Applicable Margin depending on the outstanding principal balance under our new credit facility. We are required to fix the interest rate of, or enter into interest rate hedging arrangements for, approximately 50% of the aggregate principal amount then outstanding under our new credit facility. Historically, we believe that we have not been exposed to market risk which has had a material adverse effect on our operations. Year 2000 Compliance We have experienced no material problems as a result of the year 2000 issue. We do not anticipate experiencing any latent material problems. Costs to ensure that our systems are year 2000 compliant have not been, and are not expected to be, material. Inflation To date, our results of operations have not been impacted materially by inflation. Recent Pronouncements In September 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," which requires entities to recognize all derivatives in their financial statements as either assets or liabilities measured as fair value. SFAS No. 133 also specifies new methods of accounting for hedging transactions, prescribes the items and transactions that may be hedged and specifies detailed criteria to be met to qualify for hedge accounting. SFAS No. 133, as amended by SFAS No. 137, is effective for fiscal years beginning after June 15, 2000. We are evaluating the impact that this statement will have on our results of operations and financial position. In January 2000, the Emerging Issues Task Force reached a consensus on Issue No. 99-17, "Accounting for Advertising Barter Transactions," to be effective for transactions entered into after January 20, 2000. The consensus states that advertising barter transactions should be accounted for at fair value and that the fair value recognized be disclosed in the financial statements, if there is verifiable objective evidence provided by sufficient cash transactions received by the seller of the advertising or similar advertising. We do not expect EITF No. 99-17 to have a material effect on our financial statements. 41
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INDUSTRY OVERVIEW Radio stations generate the majority of their revenue from the sale of advertising time to local and national spot advertisers and national network advertisers. Radio gives advertisers an economy of scale with regard to targeting demographic groups in specific geographic locations compared to other forms of media advertising. As a result, radio broadcasting is affordable to both large and small advertisers, although it serves primarily as a medium for local advertising. According to the Radio Advertising Bureau's Radio and Marketing Guide & Fact Book for Advertisers: Fall 1999 to Spring 2000, from 1990 to 1999, local advertising revenue as a percentage of total radio advertising revenue in the United States has ranged from approximately 77% to 80%. The growth in total radio advertising revenue has been fairly stable in the past six years, growing between approximately 8% and 15% annually. Total radio advertising in 1999 reached an estimated $17.7 billion, which represents almost 15% growth over the prior year. Radio is considered an efficient, cost-effective means of reaching specifically identified demographic groups. Stations are typically classified by their on-air format such as country, adult contemporary, oldies or news/talk. A station's format and style of presentation enable it to target particular segments of listeners sharing certain demographic features. By capturing a specific share of a market's radio listening audience, with particular concentration in a targeted demographic group, a station is able to market its broadcasting time to advertisers seeking to reach a defined audience. Advertisers and stations use data published by audience measuring services, such as Arbitron, to estimate how many people within particular geographical markets and demographic groups listen to each station in those markets. In addition, rates vary depending upon a program's popularity among the listeners an advertiser is seeking to attract, the number of advertisers vying for available air time and the availability of alternative advertising media in the market. Radio advertising rates generally are highest during the morning and afternoon drive-time hours which are the peak hours for radio audience listening. The number of advertisements that can be broadcast without jeopardizing listening levels and the resulting ratings is limited in part by the format of a particular station and the local competitive environment. Although the number of advertisements that are broadcast during any given time period may vary, the total number of advertisements broadcast on a particular station generally does not vary significantly from year to year. A station's local sales staff generates the majority of its local advertising sales through direct solicitations of local advertising agencies and businesses. To generate national advertising sales, a station usually will engage a firm that specializes in soliciting radio-advertising sales on a national level. National sales representatives obtain advertising principally from advertising agencies located outside the station's market and receive commissions based on the revenue from the advertising they obtain. Consumer Reach Radio is a powerful medium through which to reach consumers. Radio is able to reach consumers more frequently than television or cable because it can be listened to outside the home, in cars and in the workplace. According to the Radio Advertising Bureau's Radio and Marketing Guide & Fact Book for Advertisers: Fall 1999 to Spring 2000, radio reaches 75% of consumers 12 years of age and older everyday and with more radio listening occurring outside the home, radio advertising is confronted with less competition in attracting consumers than other mediums of advertising. Every week, radio reaches 95% of all consumers 12 years of age and older. Radio is also the number one medium close to the point of purchase as it reaches 63% of adults 25 to 54 years old within one hour of making their largest purchase of the day. More than 60% of all radio listening is done outside the home, and radio reaches four out of five adults travelling in vehicles each week. The average listener spends approximately three hours and 12 minutes every weekday listening to radio. The highest portion of radio listenership occurs during the morning, particularly between the time a listener wakes up and the time the listener reaches work. Each week, this "morning drive time" period reaches more than 80% of people 12 years of age and older and, as a result, radio advertising sold during this period achieves premium advertising rates. 42
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Radio listeners have gradually shifted over the years from AM (amplitude modulation) to FM (frequency modulation) stations. FM reception is generally clearer and provides greater tonal range and higher fidelity than AM reception. FM's listener share is now in excess of 75%, despite the fact that the number of AM and FM commercial stations in the United States is approximately equal. The area served by AM stations is determined by a combination of frequency, transmitter power and antenna orientation. Power, operating frequency, antenna patterns and day/night operating modes are required to determine the effective service area of an AM station. The area served by FM stations is determined by a combination of transmitter power and antenna height, with stations divided into classes according to their anticipated service area. The minimum and maximum facilities requirements for an FM station are determined by its class. FM class designations depend upon the geographic zone in which the transmitter of the FM station is located. In general, commercial FM stations are classified as follows, in order of increasing power and antenna height: Class A, B1, C3, B, C2, C1 and C. Class C FM stations operate at 100 kilowatts of power with up to 1,968 feet of antenna elevation above average terrain. They are the most powerful FM stations, providing service to a large area, typically a substantial portion of a state. Class B FM stations operate at up to 50 kilowatts of power with up to 500 feet of antenna elevation. These stations typically serve large metropolitan areas as well as their associated suburbs. Class A FM stations operate at 6 kilowatts with up to 328 feet of antenna elevation, and serve smaller cities and towns or suburbs of larger cities. License Grant and Renewal Radio broadcast licenses are granted and renewed for maximum terms of eight years. Licenses may be renewed through an application to the FCC. Petitions to deny license renewal applications can be filed by interested parties, including members of the public. 43
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BUSINESS We focus on building local radio station clusters in demographically attractive suburban areas surrounding major metropolitan markets in the Northeast. Our primary strategy is to capture leadership positions in the markets in which we currently operate and, while growing those markets, also expand to other attractive suburban markets with strong growth opportunities. We attribute our broadcast cash flow growth on a same station basis of 33% over the past two years to our ability to identify and define underdeveloped markets and transform radio stations into competitive local brands. Operating Strategy We intend to grow our business, both organically and through acquisitions, by pursuing the following strategies: Build station clusters and operate multiple stations within new markets We operate stations in clusters to provide coverage over a series of adjacent markets. Clustering enables us to realize operational efficiencies through a combined sales force and shared support functions for each cluster. Joint promotions among our stations enable us to create larger marketing programs than an individual radio station could otherwise economically afford. Each radio cluster presents advertisers with multiple opportunities to reach their target audiences and achieve their marketing objectives. Synergies derived from clustering enable us to present cost efficient solutions to advertisers. If an advertiser desires airtime on several stations, we provide it with one point of contact within our organization and request only one order form. Improve station programming to increase audience share We recognize the importance of focusing on the local community to ensure that our radio stations address the public interest. In many of our markets, improving the coverage of local stories has filled a void in the community and created audience loyalty. For example, last year we recognized the growing desire for sports coverage in Trenton, New Jersey with the introduction of professional hockey and baseball teams. To respond to this community interest, we established WTTM (AM) in May 1999 as the first all sports station and the exclusive radio broadcaster of ESPN in this market. In addition to focusing on local interests, we also actively participate in community events and charities. We invest in our on-air talent and program directors who monitor the content and advertising on our stations to ensure each station is operating under its designed format. We continually search for ways to improve our programming as we evolve with our listeners. Our goal is to retain or improve station ratings, which we believe is essential to achieve consistent growth. We attempt to do this by creating distinct, highly visible profiles for our on-air personalities, particularly those broadcasting during "morning drive-time," which is traditionally between 6:00 am and 10:00 am, weekdays. We recently detected an opportunity to grow the audience for the hot adult contemporary format during the evening hours, a typically weaker time period. We designed an original interactive show built around the radio personality, Roberta, that we believe will captivate a significant number of listeners. Based on the current success in syndicating this program on several of our stations, we intend to syndicate Roberta nationally later this year. 44
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Enhance brand awareness We believe brand awareness and brand loyalty are essential to achieving a sizable audience, which attracts advertising revenue. To maintain or improve audience ratings, we brand and market individual stations. Creating a brand for a station facilitates the ability of people in the local community to identify with the station. For example, in 1997, we branded WJLK (FM) in the Monmouth- Ocean market as "The POINT." The POINT's concept and design is intended to reflect the lifestyle of its target audience. The station ranks first in its target demographic audience, women 25-54 years old, among all local and New York stations in the Monmouth-Ocean market. Cultivate a broad base of advertisers We focus on the needs of both local and national advertisers by developing a sales force trained to proactively service local and national advertisers in creative ways. We have an ongoing training program which includes seminars offered by the Radio Advertising Bureau and other industry groups as well as in-house training organized by management. Our sales force seeks to design advertising packages which include those stations in a cluster that best fit an advertiser's needs. We utilize Katz Communications, Inc., or Katz, a national advertising representation firm, to obtain national advertising for our stations. We also use Jersey Radio Network, our own national sales force, to locate additional national advertisers. Acquisition Strategy Identification of target stations We seek to expand our presence by acquiring additional stations in demographically attractive suburban areas surrounding major metropolitan markets, primarily in the Northeast. We target radio markets that are underdeveloped and have lower radio market revenue relative to total retail sales as compared to the national average and/or where radio has historically captured only a small portion of total local advertising for all media. We identify and seek to acquire stations that we believe will enable us to create leadership positions in ratings and format in our existing markets or new, complementary markets and provide us with the opportunity to increase revenues and broadcast cash flow. In executing this strategy, we focus on properties which: . provide a regional fit with our overall portfolio; . provide proximity to larger markets that may lead to increased economic expansion into our markets; . are situated in previously unconsolidated markets with fragmented individual ownership of stations; and . provide the opportunity to assemble a group of stations that have competitive signal strength and that are diversified in format to provide a wide range of target audiences for advertisers. Integration of acquired stations Since 1995, we have acquired or signed local marketing agreements to operate 19 radio stations. We have developed an efficient process to integrate new stations into our portfolio, culture and operating philosophy. Our integration process consists of the following key elements: . improving local presence of stations through top-quality on-air talent and programming personnel; . building an experienced sales force through continued recruitment and on-going training; and . designing marketing efforts to build brand awareness for each station. We intend to transform stations in our portfolio that currently contribute minimal broadcast cash flow into profitable stations. After identifying an underperforming station, senior management carefully analyzes the 45
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characteristics of the station, including the current programming and the audience's perception of the station, and uses market studies to determine market receptivity for change. In designing a plan to revitalize the station, senior management examines how the station profile fits with our existing portfolio in terms of station reach, format and audience. We then focus on hiring and retaining strong on-air talent and programming personnel to create a dynamic station and garner new listeners. By implementing our acquisition strategy, we have quickly achieved success in many of our markets, such as: WJLK (FM)--Monmouth-Ocean, NJ. After acquiring WJLK (FM) and WQNJ (FM) in October 1996, we began the process of disconnecting the simulcast of WJLK (FM) and WQNJ (FM), while at the same time adjusting the format on WJLK (FM) to hot adult contemporary. In May 1997, we relaunched WQNJ (FM) as WBBO (FM) in a contemporary hit radio format and have since increased combined net revenues of these stations from $3.6 million in 1996 to $7.8 million in 1999. WNNJ (FM)--Sussex, NJ. After acquiring WNNJ (FM) in August 1996, we determined the listeners targeted by the station's hot adult contemporary format were more receptive to our two other adult contemporary stations in the area, WSUS (FM) and WSBG (FM). In 1997, we changed the station's format to classic hits and increased the signal power to 25,000 watts. WNNJ (FM) now shares the number one market position with WSUS (FM) in the 25-54 year old target demographic audience. WNJO (FM)--Trenton, NJ. When we acquired WNJO (FM) in May 1997, the station was broadcasting a religious format. Given the high signal power of 50,000 watts, we believed we could move the religious format to an AM station without losing significant revenue and implement a more popular format on the FM station. In March 1998, we placed the religious format on WCHR (AM) and implemented an oldies format on WNJO (FM). With the addition of this signal, we had two 50,000-watt FM stations in the Trenton market and also a very strong FM presence in the Philadelphia metropolitan market. After the format change, the combined net revenues of WNJO (FM) and WCHR (AM) increased by 322% over the next two years. Advertising All of our revenue is derived from advertising. Similar to other radio stations, we have a sales force that solicits local advertising and we employ Katz as our national sales representative. Further, we believe that some national advertisers represent opportunities for additional, directly-generated revenue. These advertisers are primarily national businesses that do not have a direct presence in our markets. We created a division called Jersey Radio Network to target these advertisers. Jersey Radio Network is a sales force that focuses on conveying to advertisers the importance of utilizing our radio stations to complement a New York or Philadelphia radio advertising schedule. Through Jersey Radio Network, we offer a simple process with flexibility and creativity to adapt to an advertiser's desire to target our affluent suburban markets. With our expansion throughout the Northeast, we intend to expand this concept to supplement any major metropolitan market in which we operate. We believe that through direct advertiser relationships we can better understand the advertiser's business needs and more effectively design an advertising campaign to help the advertiser sell its product. As a result, we pay a higher commission rate to both our local sales staff and Jersey Radio Network sales staff than our national representative for generating sales. Our employees work with our advertisers in each of our markets to produce commercials in our technologically advanced facilities. Advertising rates charged by a radio station are based primarily on the station's ability to attract listeners in a given market and on the attractiveness to advertisers of the station's listener demographics. We believe that having multiple stations in a market enables us to offer a variety of rates to advertisers. We believe 46
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we will be able to increase our rates and fully sell our advertising time as new and existing advertisers recognize the desirability of our stations' diverse formats. Each station broadcasts a predetermined number of advertisements each hour with the actual number depending upon the format of a particular station. We determine the number of advertisements broadcast hourly that can maximize each of our station's available revenue dollars without jeopardizing its listener levels. Our revenue mix between local and national advertising varies significantly by market. Currently, approximately 75% of our advertising is local and approximately 25% is national. We believe that local revenues are important as they represent a stable revenue source which is less affected by economic downturns. However, we also view national advertising as important because it generally commands a higher dollar rate for each advertising spot than local advertising. Station Portfolio Our stations are clustered in demographically attractive mid-size suburban areas, particularly those surrounding the New York and Philadelphia metropolitan areas. This enables us to co-ordinate our sales effort and realize operating efficiencies in our sales, programming, engineering and accounting divisions. The following table sets forth information about our stations and the markets we serve and will serve upon completion of the acquisition of Aurora Communications, the acquisition of the Allentown, Pennsylvania radio stations and our other pending acquisitions. The sources for this information are described under "Summary-- Market and Industry Data and Industry Terms." [Enlarge/Download Table] 1993-1998 1999 1999 1999 Radio Market 1999 Stations Radio Group Market Radio Market Average Annual Radio Market --------- Rank in Market Rank Revenue Rank Revenue Growth Revenue Growth FM AM Market Revenue ------------------------ ------ ------------ -------------- -------------- ---- ---- -------------- Northern(1) Westchester, NY(2)...... 1 2 10.8% 16.8% 2 1 N/A Bridgeport, CT.......... 112 91 8.9% 5.6% 1 1 1 Danbury, CT............. 189 190 5.3% 8.0% 2 2 2 Northwestern Sussex, NJ.............. 239 250 N/A 16.7% 3 1 1 Newburgh-Middletown, NY..................... 141 258 0% 9.8% 1 1 5 Wilkes Barre-Scranton, PA..................... 64 77 6.5% 11.3% 1 2 4 Allentown, PA(3)........ 67 76 7.5% 6.8% 1 1 3 Central Trenton, NJ............. 138 100 11.5% 14.6% 2 4 1 Shore Monmouth-Ocean, NJ(4)... 47 83 5.6% 21.3% 4 2 1 ---- ---- Total stations........ 17 15 ==== ==== -------- (1) Consists of the nine radio stations we expect to acquire through our acquisition of Aurora Communications, LLC. (2) Falls within the greater New York market. (3) Consists of two stations we expect to acquire from Clear Channel Communications, Inc. (4) Includes the construction permit of WCHR (FM), which we will acquire upon the completion of our acquisition of Manahawkin Communications Corporation. The following is a general description of each of our markets and our radio stations within these markets. Information relating to radio market revenue rank, radio market revenue and revenue growth of stations is derived from BIA. 47
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WESTCHESTER, NEW YORK 1999 Radio Market Revenue Rank: 2 [Enlarge/Download Table] Target Audience Share Audience Rank Date Demographic in Target in Target Station Call Letters Acquired Format Audience Demographic(1) Demographic(1) ------------------------ -------- ------------------ ----------- -------------- -------------- WFAS (FM)............... pending Adult contemporary 25-54W 5.8 3 WFAF (FM)............... pending Adult contemporary 25-54W N/A N/A WFAS (AM)............... pending News/talk/sports 40-64 N/A N/A -------- (1) Westchester County only. Market Overview Currently radio stations in Westchester County are listed under the New York, New York market. Arbitron is in the process of designating Westchester as a recognized market. Based on 1999 population estimates, it would be the 58th largest radio market in the United States. Westchester Stations Upon receiving final approval from the FCC, we will acquire Aurora Communications which owns the following three radio stations in Westchester County. WFAS (FM), known to its listeners by its branded name "Westchester Radio," broadcasts on two frequencies--103.9, covering southern Westchester county and 106.3, covering northern Westchester County which is licensed as WFAF (FM). WFAS (FM) targets the 25-54 year old demographic audience with an adult contemporary format and includes local news, Westchester traffic updates, weather, and other local information. We promote the station throughout the year by sponsoring numerous charity events and expositions, which we believe emphasizes our community orientation. WFAF (FM) began simulcasting WFAS (FM) in an adult contemporary format at the end of 1999 in an effort to reduce expenses. We believe that the signal is very viable in the Westchester market and intend to relaunch the station with a new format by the end of 2001. WFAS (AM) broadcasts a news/talk/sports format for Westchester County. Established over 60 years ago, WFAS (AM) was Westchester's first radio station. We position this station as "News/Talk 1230" with local news, traffic and weather information, local and national talk shows, block programming and sports news. In addition, we include daily appearances by local civic, service, and business leaders and spot news coverage, and we participate in community events to promote WFAS (AM) as Westchester's favorite local radio station. BRIDGEPORT, CONNECTICUT 1999 Radio Market Revenue Rank: 91 [Enlarge/Download Table] Target Audience Share Audience Rank Date Demographic in Target in Target Station Call Letters Acquired Format Audience Demographic Demographic ------------------------ -------- ------------------ ----------- -------------- ------------- WEBE(FM)................ pending Adult contemporary 25-54W 10.8% 2 WICC(AM)................ pending Full service 35-64 7.5% 2 48
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Market Overview The Bridgeport radio market ranks 91st in the United States based on 1999 radio market revenue. Radio market revenues in Bridgeport have grown from approximately $12.8 million in 1993 to approximately $20.7 million in 1999, representing a compound average annual revenue growth rate of 8.3%. Radio market revenue grew 5.6% during the year ended December 31, 1999, as compared to the prior year. Bridgeport Stations Upon receiving final approval from the FCC, we will purchase two radio stations in Bridgeport from Aurora Communications. WEBE (FM) broadcasts an adult contemporary format that we believe has a strong listener following in Fairfield County. Founded in 1982, WEBE (FM) is a Class B FM station, broadcasting at 50,000 watts. As of the Fall 1999 Arbitron Market Report, WEBE (FM) ranked number two in its target demographic audience group of women 25-54 years old. WEBE (FM)'s primary competition is WEZN (FM), which broadcasts an adult contemporary format. WICC (AM), established in 1926, was Bridgeport's first radio station. WICC (AM) has ranked number one among listeners 12 years of age and older in the Bridgeport metropolitan area in six of the last ten Arbitron Market Reports. The station's full-service format includes news and information, long term radio personalities, evening talk shows and weekend specialty shows. Our "Family Breakfast Show" on WICC (AM) ranks number one among listeners 12 years of age and older in all of Fairfield County. DANBURY, CONNECTICUT 1999 Radio Market Revenue Rank: 190 [Enlarge/Download Table] Target Audience Share Audience Rank Date Demographic in Target in Target Station Call Letters Acquired Format Audience Demographic Demographic ------------------------ -------- ------------------- ----------- -------------- ------------- WRKI(FM)................ pending Album oriented rock 25-54 8.8% 2 WAXB(FM)................ pending Oldies 35-64 3.6% 7 WINE(AM)................ pending Adult standards 50+ 0.8% N/A WPUT(AM)................ pending Adult standards 50+ N/A N/A Market Overview The Danbury market ranks 190th in the United States based on 1999 radio market revenue. Radio market revenues in Danbury have grown from approximately $5.8 million in 1993 to approximately $8.1 million in 1999, representing a compound average annual revenue growth rate of 5.7%. Radio market revenue grew 8.0% during the year ended December 31, 1999, as compared to the prior year. Danbury Stations Upon receiving final approval from the FCC, we will acquire Aurora Communications, which owns four radio stations in Danbury. WRKI (FM) is known to listeners by its brandname "I-95." Established in 1957, this station has operated under an album oriented rock format since the 1970s. WRKI (FM) is a Class B FM station, broadcasting at 50,000 watts and covering Fairfield and New Haven Counties, Connecticut, and parts of New York State. The station currently ranks second in its target demographic audience in the Danbury market with an 8.8% share. Overall in Fairfield County, WRKI (FM) has a 10.0% revenue share. 49
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WAXB (FM), founded in 1964, currently broadcasts an oldies format and ranks seventh in its target demographic audience in Danbury with a 3.6% audience share. We believe that the station is underperforming and intend to improve its performance by instituting programming changes. WINE (AM) switched from an unsuccessful satellite country format to adult standards in the beginning of this year and is presently the only station broadcasting this format in its market. This format is simulcast on WPUT (AM) to reach a greater audience. We believe that the success of this format on similar signals in similar markets has been proven. WPUT (AM), which was founded in 1958, simulcasts the WINE (AM) adult standards format. SUSSEX, NEW JERSEY 1999 Radio Market Revenue Rank: 250 [Enlarge/Download Table] Target Audience Share Audience Rank Date Demographic in Target in Target Station Call Letters Acquired Format Audience Demographic Demographic ------------------------ -------- ------------------ ----------- -------------- ------------- WNNJ(FM)................ 8/96 Classic hits 25-54 13.8% 1 WSUS(FM)................ 4/97 Adult contemporary 25-54 13.8% 1 WHCY(FM)................ 3/96 Country 18-49 3.5% 8 WNNJ(AM)................ 8/96 Adult standards 50+ N/A N/A Market Overview The Sussex market ranks 250th in the United States based on 1999 radio market revenue. Radio market revenues in Sussex have grown from approximately $2.4 million in 1995 to approximately $4.9 million in 1999, representing a compound average annual revenue growth rate of 19.5%. Radio market revenue grew 16.7% during the year ended December 31, 1999, as compared to the prior year. Sussex Stations We own and operate four radio stations, one AM and three FM, in the Sussex market. We requested Arbitron make Sussex a recognized market in 1997. The addition of WHCY (FM) has allowed our sales force to market four stations with different formats and listener bases to advertisers in this market. Of our four stations, two ranked first in 1999 in their respective target demographic audiences. WNNJ (FM) broadcasts a classic hits format. WNNJ (FM)'s signal reaches all of Northwestern New Jersey, the Poconos in Pennsylvania and Orange County in New York. After acquiring WNNJ (FM) in August 1996, we changed the station's format from hot adult contemporary to classic hits and increased the signal power to 25,000 watts. In 1999, WNNJ (FM) shared the number one market position with its sister station, WSUS (FM), in the 25-54 year old target demographic audience, with a market share of 13.8%. WSUS (FM) began operations in 1972. We acquired the station in 1997 and reprogrammed its format to adult contemporary with a focus on local news and issues. With this programming focus, the station now ranks number one in the market, based on the Fall 1999 Arbitron Market Report for listeners 12 years of age and older. WSUS (FM) also ranks first in the 25-54 year old target demographic audience. The station's signal reaches Sussex, Morris and Warren Counties in New Jersey, along with Orange County in New York and Pike County in Pennsylvania. WHCY (FM) broadcasts country music and focuses on events in the country music world. In addition, WHCY (FM) provides local news, weather and traffic reports to its listeners. Based on the Fall 1999 Arbitron Market Report, WHCY (FM) has an overall market share of 3.4% for listeners 12 years of age and older, an increase of 90.0% since we acquired the station. WHCY (FM) currently ranks eighth in the market. 50
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WNNJ (AM) programs an adult standards format, targeting listeners 50 years of age and older by featuring musical hits of the past five decades from big band classics to soft contemporary. NEWBURGH-MIDDLETOWN, NEW YORK 1999 Radio Market Revenue Rank: 258 [Enlarge/Download Table] Target Audience Share Audience Rank Date Demographic in Target in Target Station Call Letters Operated Format Audience Demographic Demographic ------------------------ -------- --------------- ----------- -------------- ------------- WTSX(FM)................ 8/98 Oldies 35-64 N/A N/A WDLC(AM)................ 8/98 Adult standards 50+ N/A N/A Market Overview The Newburgh-Middletown market ranks 258th in the United States based on 1999 radio market revenue. Radio market revenues in Newburgh-Middletown did not change from 1993 to 1998. However, radio market revenue grew 9.8% during the year ended December 31, 1999, as compared to the prior year. Newburgh-Middletown Stations We currently operate two radio stations pursuant to a local marketing agreement, in what Arbitron designates as the Newburgh-Middletown market. We do not subscribe to Arbitron in respect of this market due to signal limitations of our stations. We entered into a local marketing agreement for the stations to increase our listener base in the Sussex, Pike, Sullivan and Orange counties which are not reflected in the Newburgh-Middletown market. Therefore, we believe the ratings for this market are not meaningful. WTSX (FM) changed to an oldies format after we began operating the station in August 1998. As part of our branding strategy to increase listener recognition, we branded WTSX (FM) as "Fox 96.7." This brand consists of a carefully designed play list of the most popular songs from the 1960s, promotions, specialty weekends, local personalities, and an emphasis on local news and community information. WDLC (AM) changed to an adult standards format after we began operating the station and targets listeners of 50 years of age and older. Its format features musical hits of the past five decades from big classics to soft contemporary and provides news and information for the local community. WILKES BARRE-SCRANTON, PENNSYLVANIA 1999 Radio Market Revenue Rank: 77 [Enlarge/Download Table] Target Audience Share Audience Rank Date Demographic in Target in Target Station Call Letters Operated Format Audience Demographic(1) Demographic(1) ------------------------ -------- ---------------------- ----------- -------------- -------------- WSBG(FM)................ 3/95 Hot adult contemporary 18-34W 15.5% 1 WVPO(AM)................ 3/95 Adult standards 50+ N/A N/A WILT(AM)................ 11/99 ESPN sports 25-54M N/A N/A -------- (1) Monroe County only. Market Overview Wilkes Barre-Scranton is the 77th largest radio market in the United States based on 1999 radio market revenue. Radio market revenues in the Wilkes Barre-Scranton market have grown from approximately $17.4 million in 1993 to approximately $26.5 million in 1999, representing a compound average annual revenue growth rate of 7.3%. Radio market revenue grew 11.3% during the year ended December 31, 1999, as 51
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compared to the prior year. Although our stations are listed in the greater Wilkes Barre-Scranton market, due to the mountainous terrain, our stations primarily serve Monroe County, which is a part of the Wilkes Barre-Scranton market and do not compete in the remainder of the market. Wilkes Barre-Scranton Stations We operate WILT (AM) in Mount Pocono and operate WSBG (FM) and WVPO (AM) under a local marketing agreement with Multicultural Radio Broadcasting, Inc., the owner of the stations. WSBG (FM) is currently ranked as Monroe County's number one radio station, with a hot adult contemporary format. WSBG (FM) shares group promotions, imaging and content with its sister station WJLK (FM), "The POINT". We emphasize the station's commitment to the community and raise brand awareness through a variety of charity and promotional events. WVPO (AM) targets potential listeners 50 years of age and older. Its adult standard format features musical hits of the past five decades from big band classics to soft contemporary. In 1999, the Associated Press and Pennsylvania Broadcasters Association recognized WVPO (AM) for its outstanding news and public service. WILT (AM), a soon-to-be acquired station which started programming in March 2000, broadcasts the ESPN sports format for the area. ALLENTOWN, PENNSYLVANIA 1999 Radio Market Revenue Rank: 76 [Enlarge/Download Table] Target Audience Share Audience Rank Date Demographic in Target in Target Station Call Letters Acquired Format Audience Demographic Demographic ------------------------ -------- ---------------- ----------- -------------- ------------- WODE(FM)................ pending Oldies 35-64W 14.8% 2 WEEX(AM)................ pending News/talk/sports 25-54 N/A N/A Market Overview Allentown is the 76th largest radio market in the United States based on 1999 radio market revenue. Radio market revenues in the Allentown market have grown from approximately $17.4 million in 1993 to approximately $26.7 million in 1998, representing a compound average annual revenue growth rate of 7.4%. Radio market revenue grew 6.8% during the year ended December 31, 1999, as compared to the prior year. Allentown Stations Upon receiving final approval from the FCC, we will purchase two radio stations in Allentown for $30.0 million from Clear Channel, further strengthening our northwestern cluster. WODE (FM) broadcasts heritage oldies and consistently ranks in the top five stations in the market for the demographic audience 12 years of age and older. WODE (FM) utilizes a carefully designed play list of Allentown's most popular songs from the 1960s, offers promotions, and emphasizes a strong community commitment by providing local content, traffic and weather. We intend to improve the programming to further maximize market opportunities. WEEX (AM) currently programs a news/talk/sports format. We intend to review the programming on the station and seek to make improvements. 52
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TRENTON, NEW JERSEY 1999 Radio Market Revenue Rank: 100 [Download Table] Station Target Audience Share Audience Rank Call Date Demographic in Target in Target Letters Operated Format Audience Demographic Demographic ------- -------- ---------------------- ----------- -------------- ------------- WPST (FM).. 12/86 Contemporary hit radio 18-34 13.1% 1 WNJO (FM).. 5/97 Oldies 35-64 9.0% 1 WHWH (AM).. 12/86 Financial news 25-54 -- N/A WJHR (AM) (1)... 2/99 Financial news 25-54 -- N/A WTTM (AM).. 5/99 ESPN sports 18-54 -- N/A WCHR (AM).. 5/97 Religion N/A N/A -------- (1) WJHR (AM) is licensed to Flemington, NJ Market Overview Trenton is the 100th largest radio market in the United States based on 1999 radio market revenue. Radio market revenues in the Trenton market have grown from approximately $9.5 million in 1993 to approximately $18.8 million in 1999, representing a compound average annual revenue growth rate of 12.0%. Radio market revenue grew 14.6% during the year ended December 31, 1999, as compared to the prior year. Trenton Stations We own the radio stations WHWH (AM), WTTM (AM) and WPST (FM) in the Trenton market. We currently operate three additional radio stations, WCHR (AM), WNJO (FM) and WJHR (AM), under local marketing agreements. We expect to close our acquisition of WCHR (AM) and WNJO (FM) upon receiving final approval from the FCC for the transfer of these licenses. We have paid or escrowed all of the purchase price for the stations. We expect to file for the transfer of the license of WJHR (AM) after the consummation of this offering. WPST (FM) broadcasts a contemporary hit radio format. We believe it is the market's most popular station. Its Class B FM 50,000-watt signal covers Central New Jersey and Philadelphia. WPST (FM) is programmed as a mass appeal pop culture radio station, playing today's hit music, offering promotions, featuring interesting on-air personalities, and focusing on local issues. WPST (FM) and its programming team have won numerous industry awards from Billboard, Gavin, The Friday Morning Quarterback and Bobby Poe. WPST (FM) has also been named "Best Radio Station in Philadelphia" by Philadelphia magazine. Based on the Fall 1999 Arbitron Market Report, WPST (FM) had an audience share of 13.1% for its target demographic audience, the largest in the Trenton market. Although WPST (FM) targets the 18-34 year old demographic audience, the station ranks number one in every demographic audience from 12-54 years old. WNJO (FM) is an oldies radio station. The station programmed a religious format before we began operating the station in May 1997 and moved the religious format to WCHR (AM). With the addition of this signal, we have two Class B 50,000-watt FM stations in the Trenton market and also a strong FM presence in the Philadelphia metropolitan market. The WNJO (FM) brand consists of a play list of the most popular songs from the 1960s, promotions, specialty weekends and local personalities. In 1999, the station had an audience share of 9.0% in the 35-64 year old target demographic audience, the largest in the Trenton market. Before we began operating the station, it had a 0.5% market share of this demographic audience. WHWH (AM), Trenton's financial news station, provides live news covering Wall Street to Main Street, the Associated Press, Bloomberg News and business talk 24 hours a day. The station broadcasts its 5,000 watt signal to listeners in Central New Jersey and Bucks County, Pennsylvania. In January 2000, we expanded the coverage of its format to include WJHR (AM) in Hunterdon County, New Jersey. 53
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WJHR (AM) changed its format to financial news in January 2000. Except for local news and traffic, the station builds off the format of WHWH (AM). WTTM (AM) is a 24-hour sports and sports talk station. The station was launched in May 1999 and was strategically designed to coincide with the market's increased interest in sports, including minor league ice hockey and baseball, which resulted from the introduction of new sports facilities in the area. We believed this interest was not being addressed in the market and used this opportunity to target sports fans. In addition, the station is the market's exclusive radio broadcaster of ESPN. The station features some of America's most popular sports personalities, inside information and breaking news in the world of sports. The station also focuses on local New Jersey sports teams. WTTM (AM) is the only signal that offers the market total sports content in the morning. WCHR (AM) is Trenton's religious and inspirational talk station. The station provides syndicated programming featuring introspective talk and inspirational music. MONMOUTH-OCEAN, NEW JERSEY 1999 Radio Market Revenue Rank: 83 [Enlarge/Download Table] Target Audience Share Audience Rank Date Demographic in Target in Target Station Call Letters Operated Format Audience Demographic Demographic ------------------------ -------- ---------------------- ----------- -------------- ------------- WBBO (FM)............... 5/96 Contemporary hit radio 18-34W 6.0% 5 WJLK (FM)............... 5/96 Hot adult contemporary 25-54W 7.7% 1 WOBM (FM)............... 7/96 Adult contemporary 35-64W 7.7% 2 WCHR (FM) (1)........... TBD TBD TBD N/A N/A WADB (AM)............... 5/96 Adult standards/news 55+ 3.9% 9 WOBM (AM)............... 7/96 Adult standards/news 55+ 11.3% 1 -------- (1) We are acquiring Manahawkin Communications Corporation, the owner of a construction permit to build this station. Market Overview Monmouth-Ocean is the 83rd largest radio market in the United States based on 1999 radio market revenue. Radio market revenues in the Monmouth-Ocean market have grown from approximately $13.5 million in 1993 to approximately $21.6 million in 1999, representing a compound average annual revenue growth rate of 8.1%. Radio market revenue grew 21.3% during the year ended December 31, 1999, as compared to the prior year. Monmouth-Ocean Stations We own and operate the radio stations WBBO (FM), WJLK (FM) and WADB (AM) in the Monmouth-Ocean market. Additionally, we currently operate two Monmouth- Ocean radio stations, WOBM (AM) and WOBM (FM), under a local marketing agreement with North Shore Broadcasting Corporation and Seashore Broadcasting Corporation respectively, the owners of the stations. We have entered into an agreement to purchase these two stations, which is subject to final approval from the FCC. WBBO (FM) was acquired with WJLK (FM) and WADB (AM) in November 1996. The station was originally a simulcast of WJLK (FM). We relaunched the station in May 1997 with a contemporary hit radio format in the Jersey Shore market. Based on the Fall 1999 Arbitron Market Report, the station had 6.0% of the Monmouth- Ocean market, ranking fifth in the 18-34 year old women target demographic audience. 54
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WJLK (FM) is a hot adult contemporary station. We have operated the station since May 1996 and have developed a new programming strategy and brand. We designed "The POINT" as a new style of hot adult contemporary for the 25-54 year old demographic audience. Based on the Fall 1999 Arbitron Market Report, The POINT had an audience share of 7.7% in its target demographic audience of women 25-54 years old, ranking first among all local and New York stations in the Monmouth-Ocean market. WOBM (FM) plays adult contemporary music and offers local news. The station has a strong community commitment. WOBM (FM)'s signal covers the Ocean County portion of the Monmouth-Ocean market. We repositioned the station to a "soft rock" concept which we believe has resulted in a more focused product and stronger brand image. Based on the Fall 1999 Arbitron Market Report, WOBM (FM) had an audience share of 7.0% in its target demographic audience of women 25-54 years old, ranking second among all local and New York stations in the Monmouth-Ocean market. WCHR (FM). Upon receiving final approval from the FCC of our purchase of Manahawkin Communications Corporation, the owner of the construction permit, currently constructing the radio station, we will commence operations and receive a license from the FCC. WCHR (FM) will have the largest signal covering the Monmouth-Ocean market. WADB (AM) targets listeners of 50 years of age and older with its adult standards format, broadcasting musical hits of the past five decades from big band hits to soft contemporary classics. WOBM (AM), known as "Wonderful Memories," broadcasts an adult standards format, targeting listeners 50 years of age and older in Ocean County, New Jersey. The station also focuses heavily on local information and news. We believe that this format will continue to be successful in Ocean County, in which approximately one-third of the population is over 55 years of age. Competition; Changes in the Broadcasting Industry Overview. The radio broadcasting industry is highly competitive. The success of each of our stations depends largely upon its audience ratings and its share of the overall advertising revenue within its market. Our stations compete for listeners and advertising revenue directly with other radio stations within their respective markets. Radio stations compete for listeners primarily on the basis of program content that appeals to a particular demographic group. By building a strong listener base consisting of specific demographic groups in each of our markets, we are able to attract advertisers seeking to reach those listeners. The following are some of the factors that are important to a radio station's competitive position: . management experience; . the station's local audience rank in its market; . transmitter power; . assigned frequency; . audience characteristics; . local program acceptance; and . the number and characteristics of other radio stations and other advertising media in the market area. In addition, we attempt to improve our competitive position with promotional campaigns aimed at the demographic groups targeted by our stations and by sales efforts designed to attract advertisers. 55
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Main competitors. Our stations compete for audiences and advertising revenues within their respective markets directly with other radio stations, as well as with other media such as newspapers, magazines, network and cable television, outdoor advertising and direct mail. In addition, the radio broadcasting industry is subject to competition from new media technologies that are being developed or introduced such as: . cable television operators have introduced a service commonly referred to as "cable radio" which provides cable television subscribers with several high-quality channels of music, news and other information; . direct satellite broadcast television companies are supplying subscribers with several high quality music channels; . the Internet offers new and diverse forms of program distribution; . satellite digital audio radio technology, initially developed for automotive applications, could result in new high quality satellite radio services; and . the introduction of in-band on-channel digital radio and new low- power FM radio could provide radio services in the same bandwidth currently occupied by traditional FM and AM radio services. The FCC has adopted rules for the establishment of low-powered FM stations that are designed to serve small localized areas. The radio broadcasting industry historically has grown despite the introduction of new technologies for the delivery of entertainment and information, such as, television broadcasting, cable television, audio tapes and compact discs. A growing population and greater availability of radios, particularly car and portable radios, have contributed to this growth. We cannot assure you, however, that this historical growth will continue or that the development or introduction in the future of any new media technology or low-powered FM stations will not have an adverse effect on the radio broadcasting industry. The FCC has adopted licensing and operating rules for satellite delivered audio and awarded two licenses for this service in April 1997. Satellite delivered audio may provide a medium for the delivery by satellite or terrestrial means of multiple new audio programming formats to local and/or national audiences. Digital technology also may be used in the future by terrestrial radio broadcast stations either on existing or alternate broadcasting frequencies, and the FCC has stated that it will consider making changes to its rules to permit AM and FM radio stations to offer digital sound following industry analysis of technical standards. In addition, the FCC has authorized an additional 100 kHz of bandwidth for the AM band and has allotted frequencies in this new band to certain existing AM station licensees that applied for migration to the expanded AM band. Those licensees will be required to return to the FCC either the license for their existing AM band station or the license for the expanded AM band station at the end of a transition period. We cannot predict what other matters might be considered in the future by the FCC, nor can we assess in advance what impact, if any, the implementation of any of these proposals or changes might have on our business. On-air talent. We employ a number of on-air personalities and generally enter into employment agreements with these personalities to protect our interests in those relationships. The loss of some of these personalities could result in a short-term loss of audience share, but we do not believe that the loss would have a material adverse effect on our business. Federal Regulation of Radio Broadcasting The radio broadcasting industry is subject to extensive and changing regulation of, among other things, program content, advertising content, technical operations and business and employment practices. The 56
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ownership, operation and sale of radio stations are subject to the jurisdiction of the FCC. Among other things, the FCC: . assigns frequency bands for broadcasting; . determines the particular frequencies, locations and operating power of stations; . issues, renews, revokes and modifies station licenses; . determines whether to approve changes in ownership or control of station licenses; . regulates equipment used by stations; and . adopts and implements regulations and policies that directly affect the ownership, operation and employment practices of stations. The FCC has the power to impose penalties for violations of its rules or the Communications Act, including the imposition of monetary forfeitures, the issuance of short-term licenses, the imposition of a condition on the renewal of a license, nonrenewal of licences and the revocation of operating authority. The following is a brief summary of some provisions of the Communications Act and of specific FCC regulations and policies. The summary is not a comprehensive listing of all of the regulations and policies affecting radio stations. For further information concerning the nature and extent of federal regulation of radio stations, you should refer to the Communications Act, FCC rules and FCC public notices and rulings. FCC Licenses. Radio stations operate pursuant to renewable broadcasting licenses that are ordinarily granted by the FCC for maximum terms of eight years. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is pending. During the periods when renewal applications are pending, petitions to deny license renewals can be filed by interested parties, including members of the public. The FCC is required to hold hearings on a station's renewal application if a substantial or material question of fact exists as to whether the station has served the public interest, convenience and necessity. If, as a result of an evidentiary hearing, the FCC determines that the licensee has failed to meet certain requirements and that no mitigating factors justify the imposition of a lesser sanction, then the FCC may deny a license renewal application. Only after a license renewal application is denied will the FCC accept and consider competing applications for the vacant frequency. Historically, the FCC has generally renewed licenses. We have no reason to believe that our licenses will not be renewed in the ordinary course, although we cannot assure you that any or all of our licenses will be renewed. The non-renewal of one or more of our licenses could have a material adverse effect on our business. The FCC classifies each AM and FM station. An AM station operates on either a clear channel, regional channel or local channel. A clear channel is one on which AM stations are assigned to serve wide areas. Clear channel AM stations are classified as either: Class A stations, which operate on an unlimited time basis and are designated to render primary and secondary service over an extended area; Class B stations, which operate on an unlimited time basis and are designed to render service only over a primary service area; or Class D stations, which operate either during daytime hours only, during limited times only or on an unlimited time basis with low night-time power. A regional channel is one on which Class B and Class D AM stations may operate and serve primarily a principal center of population and the rural areas contiguous to it. A local channel is one on which AM stations operate on an unlimited time basis and serve primarily a community and the immediately contiguous suburban and rural areas. Class C AM stations operate on a local channel and are designed to render service only over a primary service area that may be reduced as a consequence of interference. The minimum and maximum facilities requirements for an FM station are determined by its class. FM class designations depend upon the geographic zone in which the transmitter of the FM station is located. In general, commercial FM stations are classified as follows, in order of increasing power and antenna height: Class A, B1, C3, B, C2, C1 and C. 57
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The following table sets forth the metropolitan market served, call letters, FCC license classification, frequency, power and FCC license expiration date of each of the stations that we will own and/or operate upon the completion of all pending acquisitions. Our licenses are held by our wholly-owned subsidiary. Pursuant to FCC rules and regulations, many AM radio stations are licensed to operate at a reduced power during the nighttime broadcasting hours, which results in reducing the radio station's coverage during the nighttime hours of operation. Both power ratings are shown. For FM stations, the maximum effective radiated power in the main lobe is given. [Enlarge/Download Table] Daytime Nighttime Expiration FCC Power Power Date of Market Station Class Frequency (in watts) (in watts) FCC License ------------------------ -------- ----- ----------- ---------- ---------- ------------ Northern Westchester, NY......... WFAS (FM) A 103.9 MHz 600 600 June, 2006 WFAF (FM) A 106.3 MHz 1,400 1,400 June, 2006 WFAS (AM) C 1,230.0 kHz 1,000 1,000 June, 2006 Bridgeport, CT.......... WEBE (FM) B 107.9 MHz 50,000 50,000 April, 2006 WICC (AM) B 600.0 kHz 1,000 500 April, 2006 Danbury, CT............. WRKI (FM) B 95.1 MHz 29,500 29,500 April, 2006 WAXB (FM) A 105.5 MHz 900 900 June, 2006 WINE (AM) B 940.0 kHz 680 4 April, 2006 WPUT (AM) B 1,510.0 kHz 1,000 1,000 June, 2006 Northwestern Sussex, NJ.............. WNNJ (FM) B1 103.7 MHz 2,300 2,300 June, 2006 WSUS (FM) A 102.3 MHz 590 590 June, 2006 WHCY (FM) A 106.3 MHz 430 430 June, 2006 WNNJ (AM) B 1,360.0 kHz 2,000 2,000 June, 2006 Newburgh-Middletown, NY..................... WTSX (FM) A 96.7 MHz 890 890 June, 2006 WDLC (AM) C 1,490.0 kHz 1,000 1,000 June, 2006 Wilkes Barre-Scranton, PA..................... WSBG (FM) A 93.5 MHz 550 550 August, 2006 WVPO (AM) B 840.0 kHz 250 0 August, 2006 WILT (AM) B 960.0 kHz 1,000 24 August, 2006 Allentown, PA........... WODE (FM) B 99.9 MHz 50,000 50,000 August, 2006 WEEX (AM) C 1230.0 kHz 1,000 1,000 August, 2006 Central Trenton, NJ............. WPST (FM) B 97.5 MHz 50,000 50,000 June, 2006 WNJO (FM) B 94.5 MHz 50,000 50,000 June, 2006 WHWH (AM) B 1,350.0 kHz 5,000 5,000 June, 2006 WJHR (AM) B 1,040.0 kHz 4,700 1,000 June, 2006 WTTM (AM) B 1,680.0 kHz 10,000 1,000 (1) WCHR (AM) B 920.0 kHz 1,400 1,000 June, 2006 Shore Monmouth-Ocean, NJ...... WBBO (FM) A 98.5 MHz 6,000 6,000 June, 2006 WJLK (FM) A 94.3 MHz 1,300 1,300 June, 2006 WOBM (FM) A 92.7 MHz 1,400 1,400 June, 2006 WCHR (FM) B 105.7 MHz 25,000 25,000 N/A WADB (AM) B 1,310.0 kHz 2,500 1,000 June, 2006 WOBM (AM) B 1,160.0 kHz 5,000 8,900 June, 2006 -------- (1) We are currently operating this station under temporary authority from the FCC. We are awaiting the issuance of a formal license, which will expire five years after the date of issuance. 58
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Transfer or Assignment of License. The Communications Act prohibits the assignment of broadcast licenses or the transfer of control of a broadcast licensee without the prior approval of the FCC. In determining whether to grant such approval, the FCC considers a number of factors pertaining to the licensee and proposed licensee, including: . compliance with the various rules limiting common ownership of media properties in a given market; . the character of the licensee and those persons holding attributable interests in the licensee; and . history of compliance with the Communications Act's limitations on alien ownership as well as compliance with other FCC regulations and policies. To obtain FCC consent to assign or transfer control of a broadcast license, appropriate applications must be filed with the FCC. If the application involves a substantial change in ownership or control, for example, the transfer or acquisition of more than 50.0% of the voting stock, the application must be placed on public notice for not less than 30 days during which time petitions to deny or other objections against the application may be filed by interested parties, including members of the public. These types of petitions are filed from time to time with respect to proposed acquisitions. If the FCC grants an assignment or transfer application, interested parties have 30 days from public notice of the grant to seek reconsideration of that grant. The FCC usually has an additional ten days to set aside the grant on its own motion. If the application does not involve a substantial change in ownership or control, it is a pro forma application, which is not subject to the public notice and 30-day petition to deny procedure. The pro forma application is nevertheless subject to informal objections that may be filed against it at any time until the FCC acts on the application. When ruling on an assignment or transfer application, the FCC is prohibited from considering whether the public interest might be served by an assignment or transfer of control of the broadcast license to any party other than the assignee or transferee specified in the application. Multiple Ownership Rules. The Communications Act and FCC rules impose specific limits on the number of commercial radio stations an entity can own in a single market. These rules may preclude us from acquiring certain stations we might otherwise seek to acquire. The rules also effectively prevent us from selling stations in a market to a buyer that has reached its ownership limit in the market unless that buyer divests other stations. The local radio ownership rules are as follows: . in markets with 45 or more commercial radio stations, ownership is limited to eight commercial stations, no more than five of which can be either AM or FM; . in markets with 30 to 44 commercial radio stations, ownership is limited to seven commercial stations, no more than four of which can be either AM or FM; . in markets with 15 to 29 commercial radio stations, ownership is limited to six commercial stations, no more than four of which can be either AM or FM; and . in markets with 14 or fewer commercial radio stations, ownership is limited to five commercial stations or no more than 50.0% of the market's total, whichever is lower, and no more than three of which can be either AM or FM. The FCC is also reportedly considering proposing a policy that would give special review to a proposed transaction if it would enable a single owner to attain a high degree of revenue concentration in a market. In connection with this, the FCC, in its public notices, has invited comment on the impact of concentration of media voices in proposed transactions, and has delayed or refused its consent in some cases because of revenue concentration. The FCC recently revised its radio/television cross-ownership rule to allow for greater common ownership of television and radio stations. The revised radio/television cross-ownership rule permits a single 59
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owner to own up to two television stations, consistent with the FCC's rules on common ownership of television stations, together with one radio station in all markets. In addition, an owner will be permitted to own additional radio stations, not to exceed the local ownership limits for the market, as follows: . in markets where 20 media voices will remain, an owner may own an additional five radio stations, or, if the owner only has one television station, an additional six radio stations; and . in markets where 10 media voices will remain, an owner may own an additional three radio stations. A "media voice" includes each independently owned, full-power television and radio station and each daily newspaper that has a circulation exceeding 5.0% of the households in the market, plus one voice for all cable television systems operating in the market. In addition to the limits on the number of radio stations and radio/ television combinations that a single owner may own, the FCC's broadcast/newspaper cross-ownership rule prohibits the same owner from owning a broadcast station and a daily newspaper in the same geographic market. The FCC generally applies its ownership limits to attributable interests held by an individual, corporation, partnership or other association. In the case of corporations controlling broadcast licenses, the interests of officers, directors and those who, directly or indirectly, have the right to vote 5% or more of the corporation's voting stock are generally attributable. In addition, certain passive investors are attributable if they hold 20.0% or more of the corporation's voting stock. If a single individual or entity controls more than 50.0% of a corporation's voting stock, however, the interests of other stockholders are generally not attributable unless the stockholders are also officers or directors of the corporation. The FCC treats all partnership interests as attributable, except for those limited partnership interests that under FCC policies are considered "insulated" from "material involvement" in the management or operation of the media related activities of the partnership. The FCC currently treats limited liability companies like limited partnerships for purposes of attribution. The FCC recently adopted a new rule, known as the equity-debt-plus rule, that causes certain creditors or investors to be attributable owners of a station, regardless of whether there is a single majority stockholder. Under this new rule, a major programming supplier or a same-market owner will be an attributable owner of a station if the supplier or owner holds debt or equity, or both, in the station that is greater than 33.0% of the value of the station's total debt plus equity. A major programming supplier includes any programming supplier that provides more than 15.0% of the station's weekly programming hours. A same-market owner includes any attributable owner of a media company, including broadcast stations, cable television and newspapers, located in the same market as the station, but only if the owner is attributable under an FCC attribution rule other than the equity-debt-plus rule. If attribution under the equity-debt-plus rule results in a violation of the FCC's multiple ownership rules, each affected party must come into compliance with those rules, by reducing or eliminating the party's interest in the affected media outlets or obtaining a waiver from the FCC, no later than August 5, 2000. The attribution rules limit the number of radio stations we may acquire or own in any market. Alien Ownership Rules. The Communications Act prohibits the issuance or holding of broadcast licenses by persons who are not U.S. citizens, whom the FCC rules refer to as "aliens," including any corporation if more than 20.0% of its capital stock is owned or voted by aliens. In addition, the FCC may prohibit any corporation from holding a broadcast license if the corporation is controlled by any other corporation of which more than 25.0% of the capital stock is owned of record or voted by aliens, if the FCC finds that the prohibition is in the public interest. Our certificate of incorporation prohibits the ownership, voting and transfer of our capital stock in violation of the FCC restrictions, and prohibits the issuance of capital stock or the voting rights such capital stock represents to or for the account of aliens or corporations otherwise subject to domination or control by aliens in excess of the FCC limits. The certificate of incorporation authorizes our board of directors to enforce these prohibitions. For example, the certificate of incorporation provides for the redemption of shares of our capital stock by action of the board of directors to the extent necessary to comply with these alien ownership restrictions. 60
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Local Marketing Agreements. Over the past few years, a number of radio stations have entered into what have commonly been referred to as local marketing agreements. While these agreements may take varying forms, under a typical local marketing agreement, separately owned and licensed radio stations agree to enter into cooperative arrangements of varying sorts, subject to compliance with the requirements of antitrust laws and with FCC's rules and policies. Under these arrangements, separately owned stations could agree to function cooperatively in programming, advertising sales and similar matters, subject to the requirement that the licensee of each station maintain independent control over the programming and operations of its own station. One typical type of local marketing agreement is a programming agreement between two separately-owned radio stations serving a common service area, whereby the licensee of one station provides substantial portions of the broadcast programming for airing on the other licensee's station, subject to ultimate editorial and other controls being exercised by the latter licensee, and sells advertising time during those program segments. The FCC's rules provide that a radio station that brokers more than 15.0% of the weekly broadcast time on another station serving the same market will be considered to have an attributable ownership interest in the brokered station for purposes of FCC's local radio ownership limits. As a result, in a market where we own a radio station, we would not be permitted to enter into a local marketing agreement with another radio station in the same market if we could not own the brokered station under the multiple ownership rules, unless our programming on the brokered station constituted 15% or less of the brokered station's programming time on a weekly basis. FCC rules also prohibit a broadcast station from duplicating more than 25.0% of its programming on another station in the same broadcast service, that is AM-AM or FM-FM, through a local marketing agreement where the brokered and brokering stations which it owns or programs serve substantially the same area. Programming and Operations. The Communications Act requires broadcasters to serve the public interest. The FCC gradually has relaxed or eliminated many of the more formalized procedures it had developed in the past to promote the broadcast of certain types of programming responsive to the needs of a station's community of license. A licensee continues to be required, however, to present programming that is responsive to community problems, needs and interests and to maintain records demonstrating this responsiveness. Complaints from listeners concerning a station's programming often will be considered by the FCC when it evaluates renewal applications of a licensee, but listener complaints may be filed at any time. Complaints are required to be maintained in the station's public file and generally may be considered by the FCC at any time. Stations also must pay regulatory and application fees and follow various rules promulgated under the Communications Act. Those rules regulate, among other things, political advertising, sponsorship identifications, the advertisement of contests and lotteries, obscene and indecent broadcasts and technical operations, including limits on human exposure to radio frequency radiation. In January 2000, the FCC adopted new rules prohibiting employment discrimination by broadcast stations on the basis of race, religion, color, national origin and gender; and requiring broadcasters to implement programs to promote equal employment opportunities at their stations. The rules generally require broadcast stations to disseminate information about job openings widely so that all qualified applicants, including minorities and women, have an adequate opportunity to compete for the job. Broadcasters may fulfill this requirement by sending the station's job vacancy information to organizations that request it, participating in community outreach programs or designing an alternative recruitment program. Broadcasters with five or more full-time employees must place in their public files annually a report detailing their recruitment efforts and must file a statement with the FCC certifying compliance with the rules every two years. Broadcasters with ten or more full- time employees must file their annual reports with the FCC midway through their license term. Broadcasters also must file employment information with the FCC annually for statistical purposes. These new equal employment opportunity rules are designed to replace the FCC's prior rules, some of which were ruled unconstitutional by the U.S. Court of Appeals for the District of Columbia Circuit. Proposed and Recent Changes. Congress and the FCC may in the future consider and adopt new laws, regulations and policies regarding a wide variety of matters that could affect, directly or indirectly, the 61
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operation, ownership and profitability of our radio stations, including the loss of audience share and advertising revenues for our radio stations, and an inability to acquire additional radio stations or to finance those acquisitions. These matters may include: . changes in the FCC's cross-interest, multiple ownership and attribution policies; . regulatory fees, spectrum use fees or other fees on FCC licenses; . foreign ownership of broadcast licenses; . restatement in revised form of the FCC's equal employment opportunity rules and revisions to the FCC's rules relating to political broadcasting; . technical and frequency allocation matters; and . proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages on radio. The FCC currently is considering standards for evaluating, authorizing, and implementing terrestrial digital audio broadcasting technology, including in-band on-channel technology for FM radio stations. Digital audio broadcasting's advantages over traditional analog broadcasting technology include improved sound quality and the ability to offer a greater variety of auxiliary services. In-band on-channel technology would permit an FM station to transmit radio programming in both analog and digital formats, or in digital only formats, using the bandwidth that the radio station is currently licensed to use. It is unclear what regulations the FCC will adopt regarding digital audio broadcasting or in-band on-channel technology and what effect such regulations would have on our business or the operations of our radio stations. In January 2000, the FCC voted to adopt rules creating a new low-power FM radio service. The new low-power stations will operate at a maximum power of between 10 and 100 watts in the existing FM commercial and noncommercial band. Low-power stations may be used by governmental and nonprofit organizations to provide noncommercial educational programming or public safety and transportation radio services. No existing broadcaster or other media entity, including us, will be permitted to have an ownership interest or enter into any program or operating agreement with any low-power FM station. During the first two years of the new service, applicants must be based in the area that they propose to serve. Applicants will not be permitted to own more than one station nationwide during the initial two-year period. After the initial two-year period, entities will be allowed to own up to five stations nationwide, and after three years, the limit will be raised to ten stations nationwide. A single person or entity may not own two low-power stations whose transmitters are less than seven miles from each other. The authorizations for the new stations will not be transferable. The FCC has stated that it intends to begin accepting applications for new stations during the next several months. At this time, it is difficult to assess the competitive impact of these new stations. The new low-power stations must comply with certain technical requirements aimed at protecting existing FM radio stations from interference, although we cannot be certain of the level of interference that low-power stations will cause after they begin operating. Moreover, if low-power FM stations are licensed in the markets in which we operate our stations, the low- power stations may compete for listeners. The low-power stations may also limit our ability to obtain new licenses or to modify our existing facilities, although FCC engineers have conducted interference testing and have concluded that the new 10-watt power FM stations will not produce unacceptable levels of interference to existing FM stations, such as those owned by us. Finally, the FCC has adopted procedures for the auction of broadcast spectrum in circumstances where two or more parties have filed for new or major change applications which are mutually exclusive. Such procedures may limit our efforts to modify or expand the broadcast signals of our stations. 62
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We cannot predict what other matters might be considered in the future by the FCC or Congress, nor can we judge in advance what impact, if any, the implementation of any of these proposals or changes might have on our business. Federal Antitrust Laws. The agencies responsible for enforcing the federal antitrust laws, the Federal Trade Commission or the Department of Justice, may investigate certain acquisitions. We cannot predict the outcome of any specific FTC or Department of Justice investigation. Any decision by the FTC or the Department of Justice to challenge a proposed acquisition could affect our ability to consummate an acquisition or to consummate it on the terms acceptable to us. For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino Act requires the parties to file Notification and Report Forms concerning antitrust issues with the FTC and the Department of Justice and to observe specified waiting period requirements before consummating the acquisition. If the investigating agency raises substantive issues in connection with a proposed transaction, then the parties frequently engage in lengthy discussions or negotiations with the investigating agency concerning possible means of addressing those issues, including restructuring the proposed acquisition or divesting assets. In addition, the investigating agency could file suit in federal court to enjoin the acquisition or to require the divestiture of assets, among other remedies. Acquisitions that are not required to be reported under the Hart-Scott-Rodino Act may be investigated by the FTC or the Department of Justice under the antitrust laws before or after consummation. In addition, private parties may under certain circumstances bring legal actions to challenge an acquisition under the antitrust laws. As part of its increased scrutiny of radio station acquisitions, the Department of Justice has stated publicly that it believes that local marketing agreements, joint sales agreements and other similar agreements customarily entered into in connection with radio station transfers could violate the Hart- Scott-Rodino Act if such agreements take effect prior to the expiration of the waiting period under the Hart-Scott-Rodino Act. Furthermore, the Department of Justice has noted that joint sales agreements may raise antitrust concerns under Section 1 of the Sherman Act and has challenged joint sales agreements in certain locations. The Department of Justice also has stated publicly that it has established certain revenue and audience share concentration benchmarks with respect to radio station acquisitions, above which a transaction may receive additional antitrust scrutiny. However, to date, the Department of Justice has also investigated transactions that do not meet or exceed these benchmarks and has cleared transactions that do exceed these benchmarks. Employees On March 31, 2000, we had a staff of 236 full-time employees and 78 part- time employees. We believe that our relations with our employees are good. Environmental As the owner, lessee or operator of various real properties and facilities, we are subject to various federal, state and local environmental laws and regulations. Historically, compliance with these laws and regulations has not had a material adverse effect on our business. There can be no assurance, however, that compliance with existing or new environmental laws and regulations will not require us to make significant expenditures of funds. 63
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Properties And Facilities The types of facilities required to support each of our radio stations include offices, studios and transmitter and antenna sites. We typically lease our studio and office space with lease terms that expire in six months to ten years. Our principal executive offices are located at 619 Alexander Road, Princeton, New Jersey 08540. We lease the majority of our main transmitter and antenna sites. The transmitter and antenna site for each station is generally located so as to provide maximum market coverage, consistent with the station's FCC license. After completion of our acquisition of Aurora Communications, we will own some additional antenna sites and studio and office space. No single facility is material to us. We believe that our facilities are generally in good condition and suitable for our operations. However, we continually look for opportunities to upgrade our facilities and may do so in the future. Substantially all of our properties and equipment serve as collateral for our obligations under our new credit facility. Seasonality We expect that our operations and revenues will be seasonal in nature, with generally lower revenue generated in the first quarter of the year and generally higher revenue generated in the fourth quarter of the year. The seasonality of our business causes, and is likely to continue to cause, a significant variation in our quarterly operating results. Legal Proceedings From time to time, we are involved in litigation incidental to the conduct of our business, but we are not currently a party to any lawsuit or proceeding. 64
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MANAGEMENT Directors, executive officers and senior officers The names of our executive officers, directors and senior officers and their respective ages and positions are as follows: [Download Table] Name Age Position ---- --- -------- Louis F. Mercatanti, Jr. ........ 43 President, Chief Executive Officer and Director Michael S. Libretti.............. 36 Executive Vice President, Chief Financial Officer and Director Joan E. Gerberding............... 50 President of Jersey Radio Network G. Daniel Henrickson, Jr. ....... 48 Executive Vice President and General Manager Peter D. Tonks................... 49 Executive Vice President and Director of Accounting & Human Resources Anthony A. Gervasi, Jr. ......... 32 Senior Vice President of Engineering & Technology Michelle Stankowski.............. 31 Senior Vice President of Programming Donald E. Dalesio................ 38 Vice President and General Manager Reuel H. Musselman, Jr. ......... 50 Vice President and General Manager Brion B. Applegate............... 46 Director William B. Collatos.............. 46 Director Stuart D. Frankel................ 52 Director There are no family relationships between any persons identified above. The following are brief biographies of the persons identified above. Louis F. Mercatanti, Jr., our founder, is our President and Chief Executive Officer and a director and had until our reorganization held those positions at our general partner since its inception in early 1995. Mr. Mercatanti acquired all of our equity from Nassau Broadcasting Company in December 1986 and operated the stations prior to the founding of the limited partnership. In 1995, Mr. Mercatanti co-founded the partnership with Brion B. Applegate and William B. Collatos of Spectrum Equity Investors, L.P. and Stuart D. Frankel of Grotech Capital Group. Since the founding of the partnership, Mr. Mercatanti has devoted substantially all of his time to the management of the partnership. He has been responsible for formulating our annual operating budgets and managing all of our financing requirements. Mr. Mercatanti was actively involved in several other successful entrepreneurial activities prior to his founding of the partnership. Michael S. Libretti is our Executive Vice President, Chief Financial Officer and Director and had until our reorganization held those positions at our general partner since December 1997. Mr. Libretti joined our general partner in November 1996 and served as its Senior Vice President of Operations from then until December 1997. From 1986 to November 1996, Mr. Libretti worked in various capacities for AT&T Capital Corporation. During his last three years at AT&T Capital he served as a Director of the Capital Markets Division responsible for providing financing to the media industry. From 1990 to 1993, Mr. Libretti was actively involved in providing project financing for the energy industry, as well as leveraged lease financing to the aircraft industry. Prior to 1990, Mr. Libretti was involved in a variety of projects in accounting, systems, acquisition analysis, sales and budgeting. During his career with AT&T Capital, he was involved in numerous financings with an aggregate value in excess of $1.0 billion. Joan E. Gerberding has served as President of our Jersey Radio Network since March 1997. She had been Executive Vice President of the limited partnership from 1995 to 1997. Prior to that, she served in various management capacities with Nassau Broadcasting Company since 1981. G. Daniel Henrickson, Jr. is our Executive Vice President and General Manager and had until our reorganization held those positions at our general partner since March 1995. His duties include the management of our stations in the Central Region. Prior to being named Executive Vice President of our general partner, he served in various management capacities with Nassau Broadcasting Company since 1990. 65
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Peter D. Tonks is our Executive Vice President and Director of Accounting & Human Resources and had until our reorganization held those positions at our general partner since March 1995. From 1980 to March 1995, he served as President and Chief Executive Officer of Tonks & Company, CPAs. Anthony A. Gervasi, Jr. is our Senior Vice President of Engineering & Technology and had until our reorganization held those positions at our general partner since December 1998. Prior to that, he had been Director of Engineering from 1995 to 1997 and Vice President of Engineering from 1997 to 1998, of our general partner. From September 1992 through October 1995, Mr. Gervasi was Director of Engineering of a radio station at Chancellor Media. Michelle Stankowski is our Senior Vice President of Programming and manages our programming division for all our stations. She had until our reorganization held various positions at our general partner since 1987. Ms. Stankowski is the Chairperson of the Programming Committee for the National Association of Broadcasters 2000 Radio Show and the Chairperson of the New Jersey Broadcasters' Association and Mid- Atlantic States Annual Convention. Donald E. Dalesio is our Vice President and General Manager and had until our reorganization held those positions at our general partner since September 1996. Prior to that, Mr. Dalesio had been General Sales Manager of Clear Channel Communications, Inc. from May 1995 to August 1996. From 1991 through 1995, he was Vice President of Group Operations at H&D Broadcast Group. Reuel H. Musselman, Jr. is our Vice President and General Manager and had until our reorganization held those positions at our general partner since 1996. Prior to that, Mr. Musselman had been general manager of Clearview Broadcasting Company from September 1992 to October 1996. Brion B. Applegate is a director and had until our reorganization served as a director of our general partner since 1995. Mr. Applegate has been a general partner of Spectrum Equity Associates, L.P., the managing general partner of Spectrum Equity Associates, L.P., since 1993. Mr. Applegate is also the President and a shareholder and director of Applegate & Collatos, Inc., a company which provides management services to Spectrum. From 1982 through 1993, Mr. Applegate was a partner with Burr, Egan & Deleage & Co., a venture capital firm, in which he supervised the company's investments in numerous broadcasting companies. Mr. Applegate serves on the boards of directors of Network Access Solutions, Inc. and Tut Systems, Inc. William B. Collatos is a director and had until our reorganization served as a director of our general partner since 1995. Mr. Collatos is currently a general partner of Spectrum Equity Associates, L.P. Mr. Collatos is also an officer, director and shareholder of Applegate & Collatos, Inc., a company which provides management services to Spectrum. Mr. Collatos serves on the boards of directors of ITXC Corporation and Jazztel, PLC. Stuart D. Frankel is a director and had until our reorganization served as a director of our general partner since 1995. Mr. Frankel currently serves as a Managing Director and the Secretary of Grotech Capital Group IV, LLC, the general partner of Grotech Partners IV, L.P., supervising certain of Grotech's venture capital investments. Mr. Frankel has also served as a Managing Director and the Secretary of Grotech Management Company, the provider of management services to Grotech. Mr. Frankel serves as a principal for several other venture capital funds and as the general partner of several real estate partnerships. Election of Directors Directors are elected at our annual meeting of stockholders and hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her resignation or removal, if earlier. 66
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Indemnification of Directors Section 145 of the Delaware General Corporation Law allows us to indemnify officers, directors and any corporate agents under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. Our certificate of incorporation and our by- laws provide for indemnification of our directors, officers, employees and other agents to the extent and under the circumstances permitted by the Delaware General Corporation Law. We expect to enter into agreements with our directors and executive officers that require us, among other things, to indemnify them to the fullest extent permitted by Delaware law against certain liabilities that may arise because of their status or service as directors and executive officers. We also intend to purchase directors and officers liability insurance, which provides coverage against liabilities, including liabilities under the Securities Act. Compensation of Directors Directors who are also employees of our company will receive no additional compensation for service as a director. We reimburse directors for their reasonable expenses incurred in connection with attending board or committee meetings. We expect that each outside director (a director who is not an employee of our company and who owns, together with his or her affiliates, less than 1% of our voting power) will automatically be granted stock options under our stock incentive plan. These grants are described under "Stock Plans-- Stock Incentive Plan." Committees of the Board of Directors Prior to or immediately following the consummation of this offering, we will establish an executive committee consisting of , , and . The executive committee will have the authority to approve our acquisition and divestiture of business entities for a price of up to $ million, the appointment of our senior officers or those of our affiliates and termination of their employment, the preparation and approval of short-term and long-term budgets, and other material policy-level decisions. Prior to or immediately following the consummation of this offering, we will establish an audit committee of the board of directors which will consist solely of three or more independent directors. In addition, we will adopt an audit committee charter. The audit committee will review, act on and report to the board of directors with respect to various auditing and accounting matters, including the selection of our auditors, the scope of the annual audits, fees to be paid to the auditors, the performance of our independent auditors and our accounting practices. Prior to or immediately following the consummation of this offering, we will establish a compensation committee of the board of directors which will consist of at least two independent directors. The compensation committee will determine the salaries and incentive compensation of our officers and provide recommendations for the salaries and incentive compensation of our other employees and consultants. The compensation committee will also administer our stock incentive plan. Compensation Committee Interlocks and Insider Participation During the year ended December 31, 1999, our general partner had no compensation committee. The equivalent function for 1999 was performed by the board of directors of our general partner. Following the completion of the offering, compensation decisions will be made by a newly established compensation committee of our board of directors. 67
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Executive Compensation The following table sets forth, for the years ended December 31, 1999, 1998 and 1997 the compensation paid to the chief executive officer and the other four most highly paid executives in 1999, all of whom continued to serve as executive officers of our general partner and all of whom serve as executive officers of our corporation. Summary Compensation Table [Download Table] Long-Term Compensation ------------ Annual Compensation Shares ----------------- Indirectly All Other Name and Principal Position Year Salary Bonus Owned (1) Compensation --------------------------- ---- -------- -------- ------------ ------------ Louis F. Mercatanti, Jr. .... 1999 $275,000 $150,000 -- $12,263 (2) President and Chief 1998 275,000 125,000 -- 25,299 Executive Officer 1997 275,000 188,000 -- 24,197 Michael S. Libretti.......... 1999 140,000 91,515 75,000 8,225 (3) Executive Vice President and 1998 130,000 61,000 350,000 14,460 Chief Financial Officer 1997 130,000 30,000 175,000 13,113 Joan E. Gerberding........... 1999 150,000 45,000 15,000 3,380 (4) President, Jersey Radio 1998 150,000 35,000 45,000 5,981 Network 1997 150,000 27,000 215,000 6,006 G. Daniel Henrickson, Jr. ... 1999 150,000 20,500 25,000 7,515 (5) Executive Vice President and 1998 130,000 35,000 25,000 12,773 General Manager 1997 130,000 26,000 225,000 13,101 Peter D. Tonks............... 1999 135,000 31,000 10,000 5,990 (6) Executive Vice President and 1998 130,000 6,500 25,000 16,551 Director of Accounting & Human Resources 1997 127,000 6,000 15,000 16,671 -------- (1) As we describe more fully below under the heading "--Indirect Ownership of Stock," options were granted by one of our stockholders, Nassau Broadcasting Company. Upon exercise, at $0.15 per share, these employees will indirectly own some of our shares. (2) Consists of a $2,083 matching contribution made by Nassau Broadcasting Partners, L.P. to the Nassau Broadcasting Partners, L.P. 401(k) plan and $10,180 in respect of term life and disability premiums paid by Nassau Broadcasting Partners, L.P. (3) Consists of a $2,272 matching contribution made by Nassau Broadcasting Partners, L.P. to the Nassau Broadcasting Partners, L.P. 401(k) plan and $5,953 in respect of term life and disability premiums paid by Nassau Broadcasting Partners, L.P. (4) Consists of a $1,940 matching contribution made by Nassau Broadcasting Partners, L.P. to the Nassau Broadcasting Partners, L.P. 401(k) plan and $1,440 in respect of term life and disability premiums paid by Nassau Broadcasting Partners, L.P. (5) Consists of a $2,172 matching contribution made by Nassau Broadcasting Partners, L.P. to the Nassau Broadcasting Partners, L.P. 401(k) plan and $5,343 in respect of term life and disability premiums paid by Nassau Broadcasting Partners, L.P. (6) Represents premiums paid by Nassau Broadcasting Partners, L.P. in respect of term life and disability insurance. Indirect Ownership of Stock Some of our employees have been granted options by one of our stockholders, Nassau Broadcasting Company or NBC, to acquire stock of NBC at an exercise price of $0.15 per share. NBC granted these options to these employees as additional compensation for services provided by these employees to Nassau Broadcasting Partners, L.P. We expect that these employees will exercise all of their options prior to this offering. Accordingly, by reason of their ownership of NBC stock, these employees will indirectly own approximately 5.0% of our company. 68
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The following table sets forth, with respect to the chief executive officer of our general partner and the four other most highly compensated executive officers, information concerning their indirect ownership of our stock as a result of their ownership of the stock of Nassau Broadcasting Company. [Download Table] Percent of Shares Value of Shares Indirectly Shares Indirectly Owned by Indirectly Name Owned Employees Owned * ---- ---------- ---------- ---------- Louis F. Mercatanti, Jr........................ -- -- Michael S. Libretti............................ 600,000 0.49% Joan E. Gerberding............................. 275,000 0.22% G. Daniel Henrickson, Jr....................... 275,000 0.22% Peter D. Tonks................................. 87,000 0.07% * Based on $ per share, the mid-point of the range. 69
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Stock and Option Ownership of Executive Officers Messrs. Mercatanti, Libretti, Henrickson and Tonks and Ms. Gerberding together own shares of our class A common stock and shares of our class B common stock. We will grant all of our executive officers and directors additional options to purchase shares of our class A common stock at the time of the completion of the offering. In addition, some or all of our executive officers may purchase shares of our class A common stock in the offering from the shares reserved for our employees, directors, affiliates, and other individuals whom we feel have contributed to the success of our company. 69--1
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Employment Agreements We intend to enter into employment agreements with Louis J. Mercatanti, Jr., our President and Chief Executive Officer, Michael S. Libretti, our Executive Vice President and Chief Financial Officer and Peter D. Tonks, our Executive Vice President and Director of Accounting & Human Resources. The terms of these agreements have not yet been established. Stock Incentive Plan We intend to adopt a stock incentive plan. The purpose of the plan will be to promote our long-term growth and profitability by providing key people with incentives to improve stockholder value and to contribute to our growth and financial success and by enabling us to attract, retain and reward the best available persons for positions of substantial responsibility. We expect that the following will generally describe the terms of the plan once adopted. General. We have reserved for issuance up to % of the number of shares of our outstanding common stock outstanding from time to time, on a fully diluted basis, subject to equitable adjustment upon the occurrence of any stock dividend or other distribution, stock split, merger, consolidation, combination, share repurchase or exchange or similar corporate transaction or event. If an award granted under the plan expires or is terminated for any reason, the shares of common stock underlying the award will again be available for purposes of the plan. No individual may be granted awards relating to more than % of the common stock outstanding on a fully diluted basis, in any 12-month period. Types of Awards. The following awards may be granted under the plan: . stock options, including incentive and nonqualified stock options; . restricted stock; . phantom stock; . stock bonuses; and/or . other stock based awards. Administration. The plan will be administered by our board of directors. In the alternative, the board of directors may appoint a committee consisting of not less than two members of the board of directors to administer the plan on behalf of the board of directors, subject to the terms and conditions as the board of directors may prescribe, and for this purpose, the body administering the plan will be referred to as the committee. The committee will be organized in a manner so as to satisfy the provisions of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934 and Section 162(m) of the Internal Revenue Code, and the plan will be interpreted in a manner consistent with the requirements of those rules and regulations. The committee has full authority, subject to the provisions of the plan, among other things, to determine the persons to whom awards will be granted, to determine the type of award to be granted, the number of shares to be made subject to awards, the exercise price and other terms and conditions of the awards, and to interpret the plan and prescribe, amend and rescind rules and regulations relating to the plan. The board of directors or the committee may delegate to any of our senior management the authority to make grants of awards to our employees who are not our executive officers or directors. Eligibility. Awards may be granted under the plan to employees, directors, including directors who are not employees, and consultants of our company or any of our affiliates, as selected by the committee. Terms and Conditions of Options. Options may be either incentive stock options, as that is defined in Section 422 of the Internal Revenue Code, or nonqualified stock options. The exercise price of a stock option granted under the plan is determined by the committee at the time the option is granted, but the exercise 70
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price of an incentive stock option may not be less than the fair market value per share of common stock on the date of grant. Stock options are exercisable at the times and upon the conditions that the committee may determine, as reflected in the applicable option agreement. Generally, the exercise period will be determined by the committee, but in the case of any incentive stock option, the exercise period may not exceed ten years from the date of grant. The option exercise price must be paid in full at the time of exercise, and is payable by any one of the following methods or a combination thereof: . in cash or cash equivalents; . the surrender of previously acquired shares of common stock that have been held by the participant for at least six months prior to the date of surrender; . if so determined by the committee as of the grant date, authorization for us to withhold a number of shares otherwise payable upon the exercise of an option; or . through a broker cashless exercise procedure approved by us. The committee may, in its sole discretion, authorize us to make or guarantee loans to a participant to assist the participant in exercising options. The committee may provide at the time of grant of an option that the participant may elect to exercise all or part of the option before it becomes vested and exercisable. If the participant elects to exercise all or part of a non-vested option, the participant will be issued shares of restricted stock which will become vested in accordance with the vesting schedule set forth in the original option agreement. The stock will be subject to our repurchase option if the optionee's employment or service terminates prior to its vesting. Outside Director Options. Outside directors, which are non-employee directors who own, together with their affiliates, less than 1% of the voting power of our company will be eligible for automatic grants of non-qualified options under the plan. Each outside director has been granted an option to purchase shares of common stock. Following this offering, each outside director will be granted upon his or her first election or appointment to the board of directors, an option to purchase shares of common stock. In addition, immediately following each annual meeting of stockholders after the initial public offering, each outside director then serving who has been re- elected or re-appointed at such stockholder meeting may be granted, in the sole discretion of our board, an option to purchase shares of common stock. Each option granted under the plan to an outside director will have an exercise price equal to the fair market value of the common stock on the date of grant and will become exercisable in three equal parts on the date of grant, the first anniversary of the date of grant and the second anniversary of the date of grant, provided that the director is still serving as an outside director as of the date of vesting of the option. Each option granted to an outside director will expire on the tenth anniversary of the date of grant of the option. The other terms of the options granted to outside directors will be consistent with the terms of options granted to employees. Restricted Stock. The plan provides for awards of common stock that are subject to restrictions on transferability and other restrictions imposed by the committee. Except to the extent restricted under the awarded agreement relating to the restricted stock, a participant granted restricted stock will have all of the rights of a stockholder. Phantom Stock. The plan provides for the award of phantom stock which, upon vesting, entitles the participant granted the award to receive an amount in cash equal to the fair market value of the number of shares subject to the award. Vesting of all or a portion of a phantom stock award may be subject to various conditions established by the committee. 71
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Stock Bonuses; Other Awards. The plan provides that awards of shares of common stock may be made to employees in the discretion of the committee. In addition, other awards valued in whole or in part by reference to, or otherwise based on, common stock may be granted either alone or in addition to other awards under the plan, in the committee's discretion. Termination of Employment. Unless otherwise determined by the committee, the unvested portion of awards granted under the plan will immediately be cancelled upon termination of a participant's employment or service with us. If a participant's employment or service terminates other than because of death, disability or retirement, all options that are exercisable at the time of termination may be exercised by the participant for no longer than 90 days after the date of termination. If a participant's employment or service terminates for cause, all options held by the participant will immediately terminate. If a participant's employment or service terminates as a result of death, all options that are exercisable at the time of death may be exercised by the participant's heirs or distributees for one year. If a participant's employment or service terminates because of disability or retirement, all options that are exercisable at the time of termination may be exercised for a period of one year immediately following termination. In no case may an option be exercised after it expires in accordance with its terms. In the event that, within months following a change in control, an optionee's employment terminated by us without cause or by the optionee for good reason, the unvested portion of the optionee's options will become fully vested and exercisable on the date of termination. Amendment, Termination of Plan. The board of directors may modify or terminate the plan or any portion of the plan at any time, except that an amendment that requires stockholder approval in order for the plan to continue to comply with any law, regulation or stock exchange requirement will not be effective unless approved by the requisite vote of our stockholders. Amendment or termination of the plan cannot adversely affect an outstanding awarded without the awarded holder's consent. No options may be granted under the plan after the date immediately preceding the tenth anniversary of its adoption date. Since the amount of benefits to be received by any plan participant who is out employee or an employee of any of our affiliates is determined by the committee, the amount of future benefits to be allocated by any employee or group of employees under the plan in any particular year is not determinable. Management Incentive Plan We intend to adopt a management incentive plan. The purposes of the management incentive plan will be to reinforce corporate business goals and to promote the achievement of annual and long-range financial, business and other objectives by providing for the payment of cash bonuses to our officers and other key employees. We expect that the following will generally describe the terms of the plan once adopted. The plan will be administered by the compensation committee of our board of directors. The compensation committee will have the authority to determine who will participate in the plan and to determine the terms and conditions of incentive awards granted under the plan. The payment of bonuses under the management incentive plan will be based on the achievement during a performance period determined by the compensation committee of specific performance goals set by the compensation committee, which may include any, all or none of the following: . pre-tax income or after tax income; . operating profits; . return on equity, assets, capital or investments; . earnings or book value per share; . sales or revenue; . operating expenses; 72
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. increases in the market price of common stock; . implementation or completion or critical projects or processes; . comparison of actual performance during a performance period against budget for that period; . growth of revenue; or . reduction in expenses. Minimum bonuses will be based on achievement of 80.0% of the performance goals, target bonuses will be based on the achievement of 100.0% of the performance goals and maximum bonuses will be based on achievement of 125.0% of the performance goals. A bonus will be paid only if the participant is employed by us or our affiliates on the date the bonus is to be paid. Under the plan, no payment may be made to one of our executive officers that exceeds 150.0% of the officer's annual base salary. Any successor of ours will be required to assume the plan at the time of a change in control, and will be obligated to honor the terms of the plan during the performance period during which the change in control occurs. 73
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RELATED PARTY TRANSACTIONS Registration Rights Agreements On May , 2000, we entered into a registration rights agreement with most of our existing stockholders, in which we granted them registration rights in respect of % of our currently outstanding common stock. We have also agreed to enter into a registration rights agreement with the sellers of Aurora Communications, who will receive our common stock as partial consideration towards the purchase price, once we complete this acquisition. Under these registration rights agreements, beginning 180 days after this offering until , 2006, the holders of the registrable securities will have the right to demand three registrations. Under each demand registration right, holders owning at least 17.5% of the outstanding registrable securities can require us to effect a registration of their shares, and the holders of the other shares subject these registration rights can also require us to register their shares at the same time. The holders of these registrable securities will also have "piggy-back" registration rights. Under these piggy-back registration rights, if we propose to register any other common stock under the Securities Act, we will generally have to register the registrable securities whose holders exercise these piggy-back rights. In addition, once we become eligible to file registration statements on Form S-3, holders of registrable securities generally can require us at any time to register their shares on a Form S-3 registration statement so long as no registration is for less than $5.0 million of registrable securities. All of these registration rights are subject to limitations and conditions, including, in the case of the piggy-back registration rights, the right of underwriters of an offering to limit the number of shares to be included in a registration. We would bear all registration expenses incurred in connection with these registrations, except for any underwriting discounts and selling commissions. In addition, on May 4, 2000, we entered into a registration rights agreement with holders of the shares of our class A common stock that were issued upon conversion of the limited partnership units issued with our senior discount notes. Under this registration rights agreement beginning 180 days after this offering, the holders of these registrable securities have the right to demand two registrations. Under each of these demand registration rights, holders owning at least 10.0% of these shares can require us to effect a registration of their shares, and the holders of the other shares subject these registration rights can also require us to register their shares at the same time. The holders of these registrable securities will also have "piggy- back" registration rights. Under these piggy-back rights, if we propose to register any other common stock under the Securities Act, we will generally have to register the registrable securities whose holders exercise these piggy- back rights. Both the demand and piggy-back registration rights are subject to limitations and conditions, including, in the case of the piggy-back registration rights, the right of underwriters of an offering to limit the number of shares to be included in a registration. We would bear all registration expenses incurred in connection with these registrations, except for any underwriting discounts and selling commissions. Sale of Tower-Related Assets In February 2000, we completed the sale of our tower-related assets to affiliated entities controlled by Louis F. Mercatanti, Jr., our President and Chief Executive Officer, for $10.0 million. These affiliated entities then immediately transferred the bulk of these assets to Pinnacle Towers Inc., which has in turn leased required tower space back to us. In addition, some of our affiliates have leased assets to us. Our lease payments to affiliated entities controlled by Mr. Mercatanti are expected to be approximately $250,000 this year. 74
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Subordinated Discount Notes, Redemption and Preferred Distributions From 1995 to 1997, we issued 8.0% subordinated discount notes to some of our existing stockholders. On May 4, 2000, we fully repaid all of these subordinated discount notes with a portion of the proceeds from the sale of units consisting of our senior discount notes and limited partnership units, as follows. [Download Table] Issuer Amount Repaid ------ ------------- (in millions) Spectrum Equity Investors, L.P.................................... $18.1 Spectrum Equity Investors II, L.P. ............................... 9.5 Grotech Partners IV, L.P.......................................... 7.7 Toronto Dominion Capital (U.S.A.), Inc............................ 7.1 ----- Total........................................................... $42.4 ===== We used an aggregate of $5.4 million of the proceeds from the sale of the units described above to redeem some equity interests of, and to make a preferred distribution to, Louis F. Mercatanti Jr., pursuant to the Nassau Broadcasting partnership agreement. Loans to Stockholder and Employee In 1998, and November, 1999, we advanced an aggregate of $100,000, with an interest rate of 8.0% per annum, due and payable on or prior to November 30, 2001, to Joan E. Gerberding, our President of Jersey Radio Network, to purchase a residence. In December, 1999 we loaned an aggregate of $590,000 to Louis F. Mercatanti, Jr., one of our existing stockholders, to finance a portion of the purchase price of a communications tower. This loan accrued interest at a rate of 8.0% per annum and was repaid in full by Mr. Mercatanti in March, 2000. In March 2000, we loaned $200,000 interest-free to Mr. Mercatanti to enable him to purchase some real property. Mr. Mercatanti repaid this loan in full in May, 2000. 74--1
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PRINCIPAL STOCKHOLDERS The following table sets forth information with respect to the beneficial ownership of our common stock upon our incorporation and as adjusted to reflect the sale of the shares of common stock offered hereby by: . each person who we know owns beneficially more than 5.0% of our common stock; . each of our directors, including our chief executive officer; . our four most highly compensated executive officers, other than our chief executive officer, who were serving as executive officers of our general partner at the end of 1999; and . all of our directors and executive officers as a group. [Enlarge/Download Table] Common Stock ----------------------------------------------- Class A Class B Class C --------------- --------------- --------------- % of Total % of Total % of % of % of Economic Voting Number Class Number Class Number Class Interest Power of Post- of Post- of Post- Post- Post- Stockholder Shares Offering Shares Offering Shares Offering Offering Offering ----------- ------ -------- ------ -------- ------ -------- ---------- ---------- Spectrum Equity Investors, L.P. (1)............... Spectrum Equity Investors II, L.P. (1)............... Grotech Partners IV, L.P. (2)............... Toronto Dominion Capital (U.S.A.), Inc. (3)..... Louis F. Mercatanti, Jr. (4).................... Michael S. Libretti (4).................... Joan E. Gerberding (4).. G. Daniel Henrickson, Jr. (4)................ Peter D. Tonks (4)...... Brion B. Applegate...... William B. Collatos..... Stuart D. Frankel....... All directors and executive officers as a group (12 persons)..... (1) The address of both Spectrum Equity Investors, L.P. and Spectrum Equity Investors II, L.P. is 333 Middlefield Road, Suite 200, Menlo Park, CA 94025. (2) The address of Grotech Partners IV, L.P. is 9690 Deerco Road, Timonium, MD 21093. (3) The address of Toronto Dominion Capital (U.S.A.), Inc. is c/o TD Securities USA, Inc., 31 West 52nd Street, New York, NY 10019. (4) The address of Mr. Mercatanti, Mr. Libretti, Ms. Gerberding, Mr. Henrickson and Mr. Tonks is c/o Nassau Broadcasting Corporation, 619 Alexander Road, Princeton, New Jersey 08540. The table above does not give effect to the million shares of class C common stock to be issued to BancAmerica Capital Investors SBIC I, L.P. and several individuals in connection with the Aurora Communications acquisition. We will issue these shares on the closing date of that acquisition. 75
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Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares of common stock. The number of shares beneficially owned includes shares of common stock issuable upon the exercise of options or warrants that are currently exercisable or exercisable within 60 days of the date of this prospectus. Percentage of beneficial ownership is based on shares of common stock outstanding as of the date of this prospectus and shares of common stock outstanding after completion of this offering. 76
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DESCRIPTION OF CAPITAL STOCK The following description of our capital stock and provisions of our certificate of incorporation and by-laws is only a summary. For a more detailed description, see our certificate of incorporation and by-laws, copies of which we have filed as exhibits to our registration statement. Our capital stock consists of shares of class A common stock, par value $0.01 per share, shares of class B common stock, par value $0.01 per share, shares of class C common stock, par value $0.01 per share, and shares of preferred stock, par value $0.01 per share. Common Stock On the closing date of this offering, there will be shares of class A common stock issued and outstanding, excluding shares to be issued if underwriters and international managers exercise their over-allotment options, shares of class B common stock and shares of class C common stock. Voting rights. Each share of class A common stock will be entitled to one vote and each share of class B common stock will be entitled to ten votes, while shares of class C common stock will generally not be entitled to any votes. Except as otherwise provided by law, and subject to any voting rights granted to holders of any outstanding shares of preferred stock, the holders of our outstanding shares of class A common stock and the holders of our outstanding shares of class B common stock will vote on all matters on which stockholders are entitled to vote. Except as otherwise provided by law, and subject to any voting rights granted to holders of any outstanding preferred stock, amendments to the certificate of incorporation must be approved by a majority of votes entitled to be cast by all holders of class A common stock and class B common stock, voting together as a single class. However, amendments to the certificate of incorporation that would alter or change the powers, preferences or special rights of the class A common stock, class B common stock or class C common stock so as to affect them adversely also must be approved by a majority of the votes entitled to be cast by the holders of the shares affected by the amendment, voting as a separate class. Any amendment to our certificate of incorporation to increase or decrease the authorized shares of any class requires the approval of the holders of a majority of the common stock, voting together as a single class. Dividends. Holders of class A common stock, class B common stock and class C common stock will share equally on a per share basis, based on the number of shares of common stock held, in any dividend declared by the board of directors, subject to any preferential rights of any outstanding preferred stock. Dividends consisting of shares of class A common stock, class B common stock and class C common stock may be paid only as follows: (1) shares of class A common stock may be paid only to holders of shares of class A common stock, shares of class B common stock may be paid only to holders of class B common stock and shares of class C common stock may be paid only to holders of shares of class C common stock; and (2) shares will be paid proportionally with respect to each outstanding share of class A common stock, class B common stock and class C common stock. We may not subdivide or combine shares of either class of common stock without at the same time proportionally subdividing or combining shares of the other class. Conversion of class A common stock. Class A common stock is convertible into shares of class C common stock at any time on a one-for-one basis. Conversion of class B common stock. Class B common stock is convertible into shares of class A common stock or class C common stock at any time on a one-for-one basis. In addition, upon a transfer to anyone other than a permitted class B transferee, shares of class B common stock automatically convert into shares of class A common stock on a one-for-one basis. 77
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Conversion of class C common stock. Class C common stock is convertible into shares of class A or class B common stock at the option of the holder, at any time on a one-for-one basis, so long as the holder would not have an attributable interest in radio stations pursuant to the FCC's multiple ownership rules as a result of such conversion. Other rights. In the event of any merger or consolidation with or into another company in connection with which shares of common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of common stock, regardless of class, will be entitled to receive the same kind and amount of shares of stock and other securities and property, including cash. On liquidation, dissolution or winding up, after payment in full of the amounts required to be paid to holders of preferred stock, if any, all holders of common stock, regardless of class, are entitled to share ratably in any assets available for distribution to holders of shares of common stock. No shares of any class of common stock are subject to redemption or have preemptive rights to purchase additional shares of common stock. Upon consummation of the offering, all the outstanding shares of our class A common stock will be legally issued, fully paid and nonassessable. Preferred Stock The board of directors will be authorized, without stockholder approval, to issue from time to time up to million shares of preferred stock in one or more series and to fix or alter the designations, preferences, rights and any qualifications, limitations or restrictions of the shares of each series. The specific matters that our board may determine include the following: . the designation of each series; . the number of shares of each series; . the rate of any dividends; . whether any dividends will be cumulative or noncumulative; . the terms of any redemption; . the amount payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of our company; . rights and terms of any conversion or exchange; . restrictions on the issuance of shares of the same series or any other series; and . any voting rights. Upon the closing of the offering, there will be no shares of preferred stock outstanding. We have no present plans to issue any shares of preferred stock. See "--Anti-takeover Effects of Provisions of Delaware law and Our Certificate of Incorporation and By-Laws" for more information. Options As of the date of this prospectus, options to purchase a total of shares of class A common stock were outstanding, of which are subject to lockup agreements entered into with the underwriters. 78
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The total of shares of class A common stock that may be subject to the granting of options under our stock incentive plan will be equal to shares of common stock. We refer you to "Management--Executive Compensation--Stock Incentive Plan" and "Shares Eligible for Future Sale." Limitation on Liability of Directors Our certificate of incorporation provides that our directors will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability imposed by law, as in effect from time to time: . for any breach of the director's duty of loyalty to us or our stockholders; . for any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law; . for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or . for any transaction from which the director derived an improper personal benefit. The inclusion of this provision in our certificate of incorporation may have the effect of reducing the likelihood of derivative litigation against or directors and may discourage or deter stockholders or us from bringing a lawsuit against our directors for breach of their duty of care, even though such an action, if successful, might otherwise have benefitted us and our stockholders. Foreign Ownership Our certificate of incorporation restricts the ownership, voting and transfer of our capital stock, including the class A common stock, in accordance with the Communications Act and the rules of the FCC, which prohibit the issuance of more than 25% of our outstanding capital stock, or more than 25% of the voting rights such stock represents, to or for the account of aliens, as defined by the FCC, or corporations otherwise subject to domination or control by aliens. Our certificate of incorporation prohibits any transfer of our capital stock that would cause a violation of this prohibition. The certificate of incorporation authorizes the board of directors to take action to enforce these prohibitions, including restricting the transfer of shares of capital stock to aliens and placing a legend restricting foreign ownership on the certificates representing the class A common stock. In addition, the certificate of incorporation provides for the redemption of shares of our capital stock by action of the board of directors to the extent necessary to comply with alien ownership restrictions. Anti-takeover Effects of Provisions of Delaware Law and Our Certificate of Incorporation and By-Laws Some of the provisions of our certificate of incorporation and by-laws and Section 203 of the Delaware General Corporation Law could have the following effects, among others: . delaying, deferring or preventing a change in control; . delaying, deferring or preventing the removal of our existing management; . deterring potential acquirors from making an offer to our stockholders; and . limiting our stockholders' opportunity to realize premiums over prevailing market prices of our class A common stock in connection with offers by potential acquirors. This could be the case, notwithstanding that a majority of our stockholders might benefit from such a change in control or offer. The following is a summary of these provisions. 79
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A classified board of directors. We have a classified board of directors, which means that our board is divided into three classes with three-year terms with only one class elected at each annual meeting of stockholders. As a result, a holder of a majority of our common stock will need two annual meetings of stockholders to gain control of the board. Directors, and not stockholders, fix the size of our board of directors. Our certificate of incorporation and by-laws provide that the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of our board of directors, but in no event shall it consist of less than one nor more than six members. Board vacancies to be filled by remaining directors, and not stockholders. Our certificate of incorporation and by-laws provide that any vacancies on our board of directors will be filled by the affirmative vote of the majority of the remaining directors, even if less than a quorum, or by a sole remaining director. In any event, no vacancy shall be filled by our stockholders. Advance notice for stockholder proposals. Our by-laws contain provisions requiring that advance notice be delivered to us of any business to be brought by a stockholder before an annual meeting and providing for procedures to be followed by stockholders in nominating persons for election to our board of directors. Generally, such advance notice provisions require that the stockholder must give written notice to us not less than 120 calendar days before the date our proxy statement was released to stockholders in connection with our previous year's annual meeting. Our by-laws provide that the notice must set forth specific information regarding the stockholder and each director nominee by the stockholder or other business proposed by the stockholder. Section 203 of the Delaware General Corporation Law. Nassau is a Delaware corporation and subject to Section 203 of the Delaware General Corporation Law. Generally, Section 203 prohibits a publicly held Delaware company from engaging in a "business combination" with an "interested stockholder" for a period of three years after the time such stockholder became an interested stockholder unless, as described below, specified conditions are satisfied. Thus, it may make acquisition of control of our company more difficult. The prohibitions in Section 203 of the Delaware General Corporation Law do not apply if: . prior to the time the stockholder became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; . upon consummation of the transaction, which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85.0% of the voting stock of the corporation outstanding at the time the transaction commenced; and . at or subsequent to the time the stockholder became an interested stockholder, the business combination is approved by the board of directors and authorized by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. Under Section 203 of the Delaware General Corporation Law, a "business combination" includes: . any merger or consolidation of the corporation with the interested stockholder; . any sale, lease, exchange or other disposition, except proportionately as a stockholder of such corporation, to or with the interested stockholder of assets of the corporation having an aggregate market value equal to 10.0% or more of either the aggregate market value of all the assets of the corporation or the aggregate market value of all the outstanding stock of the corporation; . transactions resulting in the issuance or transfer by the corporation of stock of the corporation to the interested stockholder; 80
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. transactions involving the corporation, which have the effect of increasing the proportionate share of the corporation's stock of any class or series that is owned by the interested stockholder; and . transactions in which the interested stockholder receives financial benefits provided by the corporation. Under Section 203 of the Delaware General Corporation Law, an "interested stockholder" generally is: . any person that owns 15.0% or more of the outstanding voting stock of the corporation; . any person that is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether or not such person is an interested stockholder; or . the affiliates or associates of either of the above-stated categories person. Under some circumstances, Section 203 of the Delaware General Corporation Law makes it more difficult for an "interested stockholder" to effect various business combinations with us for a three-year period, although our stockholders may elect to exclude us from the restrictions imposed thereunder. Registration Rights All of our current stockholders have, or will have, registration rights for their securities. Registration of these securities under the Securities Act would result in those shares becoming freely tradeable by persons not affiliated with us. For a more complete explanation of these registration rights, you should read "Related Party Transactions--Registration Rights Agreement" and "Shares Eligible for Future Sale--Registration Rights." Transfer Agent and Registrar The transfer agent and registrar for our class A common stock is American Stock Transfer & Trust Company. Nasdaq Stock Market Listing We expect the shares to be approved for quotation on the Nasdaq National Market, subject to notice of issuance, under the symbol "NBCR." 81
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SHARES ELIGIBLE FOR FUTURE SALE Prior to the offering, there has been no public market for our common stock. Although we can make no prediction as to the effect, if any, that sales of shares of common stock by our existing stockholders would have on the market price of our class A common stock prevailing from time to time, sales of substantial amounts of common stock or the availability of the shares for sale could adversely affect prevailing market prices. Upon completion of the offering, we will have outstanding shares of class A common stock, shares of class B common stock and shares of class C common stock. If the underwriters exercise their over-allotment options in full, we will have a total of shares of class A common stock outstanding, shares of class B common stock outstanding and shares of class C common stock outstanding. All of the shares of class A common stock to be sold in the offering will be freely tradable without restrictions or further registration under the Securities Act, except that shares purchased by our "affiliates" as defined in Rule 144 under the Securities Act will be subject to the resale limitations of Rule 144. The shares of class A common stock, class B common stock and class C common stock owned by our existing stockholders are "restricted securities" within the meaning of Rule 144 and may not be sold in the absence of registration under the Securities Act other than pursuant to Rule 144 under the Securities Act or another exemption from registration under the Securities Act. Shares of our class A common stock, class B common stock and class C common stock outstanding prior to this offering and any shares of common stock acquired by any of our affiliates will be subject to the resale limitations of Rule 144 of the Securities Act. Rule 144 defines an affiliate as a person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the issuer. In general, beginning 90 days after the date of this prospectus, a stockholder who has beneficially owned shares of our common stock for at least one year may, within any three-month period, sell up to the greater of: . 1.0% of the total number of shares of class A common stock then outstanding; or . the average weekly trading volume of the shares of class A common stock during the four calendar weeks preceding the stockholder's required filing of notice of sale. Rule 144 requires stockholders to aggregate their sales with other stockholders with which it is affiliated for purposes of complying with this volume limitation. A stockholder who has owned shares of our common stock for at least two years, and who has not been our affiliate for at least three months, may sell shares of our common stock free from the volume limitation and notice requirements of Rule 144. The shares of class A common stock authorized for issuance pursuant to options that may be granted under the stock incentive plan may be either authorized but unissued shares or treasury shares obtained by us through market or private purchases. See "Management--Executive Compensation--Stock Incentive Plan." We intend to register under the Securities Act the shares of common stock issuable upon the exercise of options granted pursuant to the stock incentive plan. We and our executive officers and directors and most of our existing stockholders have agreed, with limited exceptions, not to sell or transfer any common stock for 180 days after the date of this prospectus without first obtaining the written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc. Specifically, we and these other individuals have agreed not to directly or indirectly . offer, pledge, sell or contract to sell any common stock, other than common stock issued by us in connection with our purchase of Aurora Communications; 82
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. sell any option or contract to purchase any common stock; . purchase any option or contract to sell any common stock; . grant any option, right or warrant for the sale of any common stock, other than pursuant to our stock incentive plan; . lend or otherwise dispose of or transfer any common stock; . request or demand that we file a registration statement related to any common stock; or . enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise. This lockup provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. As a result of contractual restrictions, notwithstanding possible earlier eligibility for sale under the provisions of Rule 144 promulgated under the Securities Act, which are summarized above, shares subject to lockup agreements will not be saleable until the agreements expire. Registration Rights We have granted registration rights to most of our stockholders pursuant to the registration rights agreement described in "Related Party Transactions-- Registration Rights Agreement." 83
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MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK The following is a general summary of the material United States federal income and estate tax consequences of the purchase, ownership, and sale or other taxable disposition of our class A common stock by any person or entity (a "non-U.S. Holder") other than: . a citizen or individual resident of the United States; . a partnership, corporation or other entity created or organized in or under the laws of the United States or of any political subdivision thereof; . a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person; and . an estate, the income of which is includible in gross income for United States federal income tax purposes regardless of its source. This summary does not address all tax considerations that may be relevant to non-U.S. Holders in light of their particular circumstances or to certain non-U.S. Holders that may be subject to special treatment under United States federal income or estate tax laws. This summary is based upon the Internal Revenue Code of 1986, as amended, existing, temporary and proposed Treasury regulations promulgated thereunder, and administrative and judicial decision thereof, all as in effect on the date of this prospectus and all of which are subject to change, possibly with retroactive effect. In addition, this summary does not address the effect of any state, local or foreign tax laws. Each prospective purchaser of class A common stock should consult its tax advisor with respect to the tax consequences of purchasing, owning and disposing of the class A common stock. Dividends Dividends paid to a non-U.S. Holder of class A common stock generally will be subject to a withholding of United States federal income tax at a 30 percent rate or such lower rate as may be specified by an applicable income tax treaty unless: . the dividend is effectively connected with the conduct of a trade or business of the non-U.S. Holder within the United States; or . if an income tax treaty applies, it is attributable to a United States permanent establishment of the non-U.S. Holder, in which case the dividend will be taxed at ordinary United States federal income tax rates. If the non-U.S. Holder is a corporation, such effectively connected income may also be subject to an additional "branch profits tax" equal to 30.0% of its effectively connected earnings and profits for the taxable year, as adjusted for certain items, unless an applicable income tax treaty provides otherwise. A non-U.S. Holder generally is required to satisfy certain certification requirements in order to claim treaty benefits or otherwise claim a reduction of, or exemption from, the withholding described above. 84
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Sale or Other Disposition of Common Stock A non-U.S. Holder generally will not be subject to United States federal income tax in respect of any gain recognized on the sale or other taxable disposition of class A common stock unless one of the following applies: . the gain is effectively connected with the conduct of a trade or business of the non-U.S. Holder within the United States; and, if an income treaty applies, is attributable to a U.S. permanent establishment of the non-U.S. Holder. Unless an applicable income tax treaty provides otherwise, the non-U.S. Holder will be taxed on its net effectively connected gain derived from the sale under the regular graduated United States federal income tax rates. If the non- U.S. Holder is a foreign corporation, it may be subject to an additional branch profits tax equal to 30.0% of its effectively connected earnings and profits for the taxable year, as adjusted for certain items, unless an applicable income tax treaty provides otherwise; . in the case of a non-U.S. Holder who is an individual and holds the class A common stock as a capital asset, the holder is present in the United States for 183 or more days in the taxable year of the sale or other taxable disposition and certain other tests are met; in this case, the non-U.S. Holder will be subject to a flat 30.0% tax on the gain derived from the sale, which may be offset by certain United States capital losses; . the non-U.S. Holder is subject to tax pursuant to the provisions of United States federal income tax law applicable to certain United States expatriates; or . we are or have been a "United States real property holding corporation" at any time during the five-year period ending on the date of disposition (or, if shorter, the non-U.S. Holder's holding period), unless both (i) the non-U.S. Holder held, actually or constructively, no more than 5.0% of our outstanding class A common stock and (ii) our stock is "regularly traded on an established securities market," for purpose of these rules. We believe that we will not constitute a United States real property holding corporation immediately after the offering and we do not expect to become a United States real property holding corporation. Estate Tax Class A common stock owned or treated as owned by an individual non-U.S. Holder at the time of death will be includible in the individual's gross estate for United States federal estate tax purposes, unless an applicable estate treaty provides otherwise, and may be subject to United States federal estate tax. Backup Withholding Under the backup withholding rules, dividends payable to a non-U.S. holder and the proceeds from any disposition of class A common stock by a non- U.S. holder may be subject to backup withholding at the rate of 31.0% unless the non-U.S. holder (i) is a corporation or comes within certain other exempt categories and demonstrates that fact when required or (ii) provides a current taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with applicable requirements of the backup withholding rules. 85
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UNDERWRITING We intend to offer the shares in the U.S. and Canada through the U.S. underwriters and elsewhere through the international managers. Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc. and Banc of America Securities LLC are acting as U.S. representatives of the U.S. underwriters named below. Subject to the terms and conditions described in a U.S. purchase agreement among us and the U.S. underwriters, and concurrently with the sale of shares to the international managers, we have agreed to sell to the U.S. underwriters, and the U.S. underwriters severally have agreed to purchase from us, the number of shares listed opposite their names below. [Download Table] Number U.S. Underwriter of Shares ---------------- --------- Merrill Lynch, Pierce, Fenner & Smith Incorporated............................................ Salomon Smith Barney Inc. ....................................... Banc of America Securities LLC .................................. ---- Total....................................................... ==== We have also entered into an international purchase agreement with the international managers, for whom Merrill Lynch International and Salomon Brothers International Limited are acting as lead managers, for sale of the shares outside the U.S. and Canada. Subject to the terms and conditions in the international purchase agreement, and concurrently with the sale of shares to the U.S. underwriters pursuant to the U.S. purchase agreement, we have agreed to sell to the international managers, and the international managers severally have agreed to purchase shares from us. The initial public offering price per share and the total underwriting discount per share are identical under the U.S. purchase agreement and the international purchase agreement. The U.S. underwriters and the international managers have agreed to purchase all of the shares sold under the U.S. and international purchase agreements if any of these shares are purchased. If an underwriter defaults, the U.S. and international purchase agreements provide that the purchase commitments of the nondefaulting underwriters may be increased or the purchase agreements may be terminated. The closings for the sale of shares to be purchased by the U.S. underwriters and the international managers are conditioned on one another. We have agreed to indemnify the U.S. underwriters and the international managers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the U.S. underwriters and international managers may be required to make in respect of those liabilities. The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the purchase agreements, such as the receipt by the underwriters of officer's certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. Commissions and Discounts The U.S. representatives have advised us that the U.S. underwriters propose initially to offer the shares to the public at the initial public offering price on the cover page of this prospectus and to dealers at that price less a concession not in excess of $ per share. The U.S. underwriters may allow, and the dealers may reallow, a discount not in excess of $ per share to other dealers. After the initial public offering, the public offering price, concession and discount may be changed. 86
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The following table shows the public offering price, underwriting discount and proceeds before expenses to Nassau. In addition, the table includes certain other items considered by the NASD to be underwriting compensation for purposes of the NASD's Conduct Rules. The information assumes either no exercise or full exercise by the U.S. underwriters and the international managers of their over-allotment options. [Download Table] Per Share Without Option With Option --------- -------------- ----------- Public offering price.................. $ $ $ Underwriting discount.................. $ $ $ Proceeds, before expenses, to Nassau... $ $ $ Other items............................ $ $ $ Merrill Lynch Capital Corporation, an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, owns shares of our class A common stock which were received upon conversion of limited partnership units acquired in connection with our recapitalization. The compensation in the table above in the line titled "other items" was computed based on the difference between the $ offering price and $ , the price deemed to be paid for the shares of class A common stock held by Merrill Lynch Capital Corporation. The expenses of the offering, not including the underwriting discount, are estimated at $ and are payable by us, as set forth in the following table. [Download Table] SEC registration fee...................................................... $ NASD filing fee........................................................... Nasdaq National Market listing fee........................................ Printing and engraving expenses........................................... Legal fees and expenses................................................... Accounting fees and expenses.............................................. Blue sky fees and expenses (including legal fees)......................... Transfer agent and registrar fees and expenses............................ Premiums for director and officer insurance............................... Miscellaneous............................................................. ---- Total................................................................... $ ==== Over-allotment Options We have granted an option to the U.S. underwriters to purchase up to additional shares at the public offering price less the underwriting discount. The U.S. underwriters may exercise this option for 30 days from the date of this prospectus solely to cover any over-allotments. If the U.S. underwriters exercise this option, each will be obligated, subject to conditions contained in the purchase agreements, to purchase a number of additional shares proportionate to that U.S. underwriter's initial amount reflected in the above table. We have also granted an option to the international managers, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares to cover any over-allotments on terms similar to those granted to the U.S. underwriters. Intersyndicate Agreement The U.S. underwriters and the international managers have entered into an intersyndicate agreement that provides for the coordination of their activities. Under the intersyndicate agreement, the U.S. underwriters and the international managers may sell shares to each other for purposes of resale at the initial public offering price, less an amount not greater than the selling concession. Under the intersyndicate agreement, the U.S. underwriters and any dealer to whom they sell shares will not offer to sell or sell shares to persons who are non-U.S. or non-Canadian persons or to persons they believe intend to resell to persons who are non-U.S. or 87
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non-Canadian persons, except in the case of transactions under the intersyndicate agreement. Similarly, the international managers and any dealer to whom they sell shares will not offer to sell or sell shares to U.S. persons or Canadian persons or to persons they believe intend to resell to U.S. or Canadian persons, except in the case of transactions under the intersyndicate agreement. Reserved Shares At our request, the underwriters have reserved for sale, at the initial public offering price, up to shares offered by this prospectus for sale to some of our directors, officers, employees and business associates. If these persons purchase reserved shares, this will reduce the number of shares available for sale to the general public. Any reserved shares that are not orally confirmed for purchase within one day of the pricing of this offering will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus. Purchasers of shares pursuant to the reserved share program generally will not be subject to lock-up agreements in respect of the shares so purchased unless required by the Conduct Rules of the NASD. The NASD's Conduct Rules will require that some purchasers of shares who are affiliated or associated with NASD members or who hold senior positions at financial institutions or members of their immediate families be subject to three-month lock up agreements. No Sales of Similar Securities We and our executive officers and directors and most of our existing stockholders have agreed, with limited exceptions, not to sell or transfer any common stock for 180 days after the date of this prospectus without first obtaining the written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc. Specifically, we and these other individuals have agreed not to directly or indirectly . offer, pledge, sell or contract to sell any common stock, other than common stock issued by us in connection with our purchase of Aurora Communications; . sell any option or contract to purchase any common stock; . purchase any option or contract to sell any common stock; . grant any option, right or warrant for the sale of any common stock, other than pursuant to our stock incentive plan; . lend or otherwise dispose of or transfer any common stock; . request or demand that we file a registration statement related to any common stock; or . enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise. This lockup provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. 87--1
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Quotation on the Nasdaq National Market We expect the shares to be approved for quotation on the Nasdaq National Market, subject to notice of issuance, under the symbol "NBCR." Before this offering, there has been no public market for our class A common stock. The initial public offering price will be determined through negotiations among us and the U.S. representatives and lead managers. In addition to prevailing market conditions, the primary factors to be considered in determining the initial public offering price are . the valuation multiples of publicly traded companies that the U.S. representatives and the lead managers believe to be comparable to us; . our financial information; . the history of, and the prospects for, our company and the industry in which we compete; . an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues; . the present state of our development; . the general condition of the securities market at the time of this offering; and . the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours. An active trading market for the shares may not develop. It is also possible that after the offering the shares will not trade in the public market at or above the initial public offering price. The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority. 88
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Price Stabilization, Short Positions and Penalty Bids Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our class A common stock. However, the U.S. representatives may engage in transactions that stabilize the price of the class A common stock, such as bids or purchases to peg, fix or maintain that price. If the underwriters create a short position in the class A common stock in connection with the offering, i.e., if they sell more shares than are listed on the cover of this prospectus, the U.S. representatives may reduce that short position by purchasing shares in the open market. The U.S. representatives may also elect to reduce any short position by exercising all or part of the over- allotment options described above. Purchases of the class A common stock to stabilize its price or to reduce a short position may cause the price of the class A common stock to be higher than it might be in the absence of such purchases. The U.S. representatives may also impose a penalty bid on underwriters and selling group members. This means that if the U.S. representatives purchase shares in the open market to reduce the underwriters' short position or to stabilize the price of such shares, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those shares. The imposition of a penalty bid may also affect the price of the shares in that it discourages resales of those shares. Neither we nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the class A common stock. In addition, neither we nor any of the underwriters makes any representation that the U.S. representatives or the lead managers will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice. These transactions may be effected on the Nasdaq National Market, in the over- the-counter market or otherwise. Other Relationships Merrill Lynch, Pierce, Fenner & Smith Incorporated has acted as our financial advisor in connection with our pending acquisition of Aurora Communications and our reorganization. In addition, Merrill Lynch has acted as sole placement agent with respect to our units consisting of senior discount notes and limited partnership units, and as sole lead arranger, book running manager and syndication agent with respect to our new credit facility. Merrill Lynch has received customary fees and commissions for these transactions. Merrill Lynch Capital Corporation, an affiliate of Merrill Lynch, owns $20.0 million aggregate principal amount of our senior discount notes and shares of our class A common stock. Merrill Lynch Capital Corporation is also a lender under our new credit facility. We expect to issue shares of class C common stock to BancAmerica Capital Investors SBIC I, L.P., an affiliate of Banc of America Securities LLC, in connection with the Aurora Communications acquisition. Merrill Lynch Capital Corporation has agreed that it will not, with limited exceptions, sell, transfer, assign, pledge or hypothecate any shares of class A common stock for one year after the date of this prospectus. 89
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LEGAL MATTERS The validity of the class A common stock offered in this prospectus and certain other legal matters will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Certain legal matters will be passed upon for the underwriters by Shearman & Sterling, New York, New York. EXPERTS Our historical financial statements at December 31, 1998 and 1999, and for each of the three years in the period ended December 31, 1999 appearing in this prospectus and registration statement were audited by Grant Thornton LLP, independent auditors, as set forth in their report thereon appearing elsewhere in this prospectus, and are included in reliance upon such report given on their authority as experts in accounting and auditing. The consolidated financial statements of Aurora Communications, LLC at December 31, 1999, and for the period January 20, 1999 (commencement of operations) to December 31, 1999 appearing in this prospectus have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere in this prospectus, and are included in reliance upon such report given on their authority as experts in accounting and auditing. This historical financial statements of WEBE and WICC Radio Stations (divisions of ML Media Partners, L.P.) at December 31, 1997 and 1998 and for each of the three years in the period ended December 31, 1998 appearing in this prospectus have been audited by Deloitte & Touche LLP, independent auditors, as stated in its reports appearing herein and elsewhere in this prospectus, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The historical financial statements of (i) Capstar Trust, at December 31, 1998 and at October 26, 1999 and for the period May 29, 1998 to October 26, 1999; (ii) Westchester Radio, LLC at December 31, 1998 and October 26, 1999 and for the period April 2, 1998 to October 26, 1999; (iii) Commodore Media of Westchester, Inc. at December 31, 1996 and 1997 and at April 1, 1998 and for the period from January 1, 1996 to April 1, 1998, and (iv) WRKI, WAXB, WPVT, WZZN and WINE (operating divisions of Commodore Media of Norwalk, Inc.) at December 31, 1996 and 1997 and at May 29, 1998 and for the period from January 1, 1996 to May 29, 1998, appearing in this prospectus were audited by Weeks Holderbaum Huber & DeGraw, LLP, independent auditors, as set forth in their report thereon appearing elsewhere in this prospectus, and are included in reliance upon such report given on their authority as experts in accounting and auditing. WHERE YOU CAN FIND ADDITIONAL INFORMATION We have filed a registration statement on Form S-1 with the SEC covering our class A common stock. For further information about us and the class A common stock, you should refer to our registration statement and its exhibits. This prospectus summarizes material provisions of contracts and other documents to which we refer you. Since the prospectus may not contain all the information that you may find important, you should review the full text of these documents. We have included copies of these documents as exhibits to our registration statement. After the offering, we will be subject to the reporting requirements of the Securities Exchange Act of 1934. We will fulfill these requirements by filing periodic reports, proxy statements and other information with the SEC. We intend to furnish our stockholders with annual reports containing consolidated financial statements certified by an independent accounting firm. Our SEC filings will be available over the internet at the SEC's website at http://www.sec.gov. You may also read, without charge, or copy, at prescribed rates, any document we filed at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800- SEC-0330 for more information about the public reference rooms and their copy charges. You may also inspect our SEC reports and other information at Nasdaq's website at http://www.nasdaq.com. 90
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INDEX TO FINANCIAL STATEMENTS [Download Table] Page ---- Nassau Broadcasting Partners, L.P.--Audited Financial Statements Report of Independent Certified Public Accountants................... F-4 Balance Sheets as of December 31, 1999 and 1998...................... F-5 Statements of Operations and Comprehensive Loss for the years ended December 31, 1999, 1998 and 1997.................................... F-6 Statement of Partners' Capital (Deficit) for the years ended December 31, 1999, 1998 and 1997............................................. F-7 Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997............................................................ F-8 Notes to Financial Statements........................................ F-9 Nassau Broadcasting Partners, L.P.--Unaudited Interim Financial Statements Balance Sheets as of March 31, 2000 and 1999......................... F-21_1 Statements of Operations for the three months ended March 31, 2000 and 1999............................................................ F-21_2 Statements of Cash Flows for the three months ended March 31, 2000 and 1999............................................................ F-21_3 Notes to Financial Statements........................................ F-21_4 Aurora Communications, LLC (A Limited Liability Company)--Audited Consolidated Financial Statements Report of Independent Auditors....................................... F-24 Consolidated Balance Sheet as of December 31, 1999................... F-25 Consolidated Statement of Operations for the period January 20, 1999 (commencement of operations) to December 31, 1999................... F-26 Consolidated Statement of Members' Capital for the period January 20, 1999 (commencement of operations) to December 31, 1999.............. F-27 Consolidated Statement of Cash Flows for the period January 20, 1999 (commencement of operations) to December 31, 1999................... F-28 Notes to Consolidated Financial Statements........................... F-29 WEBE and WICC Radio Stations (Divisions of MLMedia Partners, L.P.)-- Audited Combined Financial Statements Independent Auditors' Report......................................... F-38 Balance Sheets as of December 31, 1998 and 1997...................... F-39 Statements of Operations and Accumulated Earnings (Deficit) for the years ended December 31, 1998, 1997 and 1996........................ F-40 Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996............................................................ F-41 Notes to Combined Financial Statements............................... F-42 Capstar Trust (A Trust)--Audited Financial Statements Independent Auditors' Report......................................... F-46 Balance Sheet as of October 26, 1999................................. F-47 F-1
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[Download Table] Page ---- Statement of Operations and Beneficiaries' Equity for the period of January 1, 1999 to October 26, 1999............................................... F-47--1 Statement of Cash Flows for the period of January 1, 1999 to October 26, 1999.................................................. F-47--2 Notes to Financial Statements...................................... F-47--3 Capstar Trust (A Trust)--Audited Financial Statements Independent Auditors' Report....................................... F-47--7 Balance Sheet as of December 31, 1998.............................. F-47--8 Statement of Operations and Beneficiaries' Equity for the period from May 29, 1998 (date of inception) to December 31, 1998.......................... F-47--9 Statement of Cash Flows for the period from May 29, 1998 (date of inception) to December 31, 1998................................... F-47--10 Notes to Financial Statements...................................... F-47--11 Westchester Radio, LLC--Audited Financial Statements Independent Auditors' Report....................................... F-48 Balance Sheet as of October 26, 1999............................... F-49 Statement of Operations and Members' Deficiency for the period January 1, 1999 to October 26, 1999.................................................. F-50 Statement of Cash Flows for the period January 1, 1999 to October 26, 1999.......................................................... F-51 Notes to Financial Statements...................................... F-52 Westchester Radio, LLC--Audited Financial Statements Independent Auditors' Report....................................... F-61 Balance Sheet as of December 31, 1998.............................. F-62 Statement of Operations and Members' Deficiency for the period April 2, 1998 (date of inception) to December 31, 1998.......................... F-63 Statement of Cash Flows for the period April 2, 1998 (date of in- ception) to December 31, 1998..................................... F-64 Notes to Financial Statements...................................... F-65 Commodore Media of Westchester, Inc.--Audited Financial Statements Independent Auditors' Report....................................... F-74 Balance Sheet as of April 1, 1998.................................. F-75 Statement of Operations and Retained Earnings for the period of January 1, 1998 to April 1, 1998.................................. F-76 Statement of Cash Flows for the period of January 1, 1998 to April 1, 1998........................................................... F-77 Notes to Financial Statements...................................... F-78 Commodore Media of Westchester, Inc.--Audited Financial Statements Independent Auditors' Report....................................... F-84 Balance Sheet as of December 31, 1997.............................. F-85 Statement of Operations and Retained Earnings for the year ended December 31, 1997................................................. F-86 F-1--1
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[Download Table] Page ---- Statement of Cash Flows for the year ended December 31, 1997......... F-87 Notes to Financial Statements........................................ F-88 Commodore Media of Westchester, Inc.--Audited Financial Statements Independent Auditors' Report......................................... F-94 Balance Sheet as of December 31, 1996................................ F-95 Statement of Operations and Accumulated Deficit for the year ended December 31, 1996................................................... F-96 Statement of Cash Flows for the year ended December 31, 1996......... F-97 Notes to Financial Statements........................................ F-98 WRKI/WAXB/WPVT/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.)--Audited Combined Financial Statements Independent Auditors' Report......................................... F-124 Combined Balance Sheet as of May 29, 1998............................ F-125 Combined Statement of Operations and Division Equity for the period of January 1, 1998 to May 29, 1998.................................. F-126 Combined Statement of Cash Flows for the period of January 1, 1998 to May 29, 1998........................................................ F-127 Notes to Financial Statements........................................ F-128 WRKI/WAXB/WPVT/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.)--Audited Combined Financial Statements Independent Auditors' Report......................................... F-134 Combined Balance Sheet as of December 31, 1997....................... F-135 Combined Statement of Operations and Division Equity for the year ended December 31, 1997............................................. F-136 Combined Statement of Cash Flows for the year ended December 31, 1997................................................................ F-137 Notes to Financial Statements........................................ F-138 WRKI/WAXB/WPVT/WZZN/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.)--Audited Combined Financial Statements Independent Auditors' Report......................................... F-144 Combined Balance Sheet as of December 31, 1996....................... F-145 Combined Statement of Operations and Division Equity for the year ended December 31, 1996............................................. F-146 Combined Statement of Cash Flows for the year ended December 31, 1996................................................................ F-147 Notes to Financial Statements........................................ F-148 F-1--2
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Partners of Nassau Broadcasting Partners, L.P. We have audited the accompanying balance sheets of Nassau Broadcasting Partners, L.P. as of December 31, 1999 and 1998 and the related statements of operations and comprehensive loss, partners' capital (deficit) and cash flows for each of the three years in the period ended December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nassau Broadcasting Partners, L.P. as of December 31, 1999 and 1998, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Grant Thornton LLP Edison, New Jersey March 1, 2000 F-4
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NASSAU BROADCASTING PARTNERS, L.P. BALANCE SHEETS [Download Table] December 31, -------------------------- 1999 1998 ------------ ------------ ASSETS CURRENT ASSETS Cash and cash equivalents........................ $ 587,362 $ 7,050,051 Marketable securities............................ 2,201,080 1,779,788 Due from broker.................................. -- 762,710 Accounts receivable (net of allowance for doubtful accounts of $316,000 and $331,000 in 1999 and 1998, respectively).................... 6,645,514 5,257,065 Prepaid expenses and other current assets........ 223,664 206,308 Note receivable--officer......................... 590,000 90,000 ------------ ------------ Total current assets........................... 10,247,620 15,145,922 PROPERTY AND EQUIPMENT, NET........................ 11,792,237 11,316,879 OTHER ASSETS Certificates of deposit--restricted.............. 77,586 39,913 Deferred costs................................... 805,436 1,230,923 Cost in excess of net assets acquired............ 26,504,288 27,253,280 Deposits......................................... 25,100,484 15,599,133 Note receivable--officer......................... 100,000 36,000 Other assets..................................... 140,129 72,331 ------------ ------------ $ 74,767,780 $ 70,694,381 ============ ============ LIABILITIES AND PARTNERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses............ $ 1,683,042 $ 1,082,145 Loan payable--broker............................. 805,270 769,846 Mortgages payable--current....................... 127,340 115,824 Capitalized lease obligations--current........... 354,057 320,709 ------------ ------------ Total current liabilities...................... 2,969,709 2,288,524 SENIOR DEBT........................................ 47,938,871 43,994,812 SUBORDINATED NOTES PAYABLE......................... 39,099,013 35,091,620 MORTGAGES PAYABLE, LONG-TERM....................... 2,099,363 2,226,703 CAPITALIZED LEASE OBLIGATIONS, LONG-TERM........... 826,376 1,058,754 DEFERRED INCOME.................................... 282,000 -- DEFERRED GAIN...................................... 1,062,000 1,629,000 COMMITMENTS AND CONTINGENCIES PARTNERS' DEFICIT.................................. (19,509,552) (15,595,032) ------------ ------------ $ 74,767,780 $ 70,694,381 ============ ============ The accompanying notes are an integral part of these statements. F-5
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NASSAU BROADCASTING PARTNERS, L.P. STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS [Download Table] Year ended December 31, -------------------------------------- 1999 1998 1997 ------------ ----------- ----------- Gross revenues......................... $ 34,295,261 $27,349,044 $20,891,079 Less agency and outside commissions.... 2,893,603 2,352,913 1,811,723 ------------ ----------- ----------- Net revenues....................... 31,401,658 24,996,131 19,079,356 ------------ ----------- ----------- Operating expenses, excluding depreciation, amortization, corporate general and administrative expenses, and local marketing agreement fees.... 20,793,685 17,226,676 13,437,147 Depreciation and amortization expense.. 2,634,479 2,363,711 2,138,981 Corporate general and administrative expenses.............................. 2,280,157 1,825,305 1,995,151 Local marketing agreement fees......... 2,516,718 2,271,176 1,665,990 ------------ ----------- ----------- 28,225,039 23,686,868 19,237,269 ------------ ----------- ----------- Operating income (loss)............ 3,176,619 1,309,263 (157,913) ------------ ----------- ----------- Other income (expenses) Interest and dividend income......... 26,634 65,336 210,709 Realized gains on marketable securities.......................... 2,536,577 926,531 319,269 Gain on sale of radio stations....... 567,000 3,176,496 -- Interest expense..................... (10,946,358) (8,781,184) (6,367,215) Special management fee............... -- -- (744,140) ------------ ----------- ----------- (7,816,147) (4,612,821) (6,581,377) ------------ ----------- ----------- Loss before extraordinary item..... (4,639,528) (3,303,558) (6,739,290) Extraordinary loss on early retirement of debt............................... -- (676,514) -- ------------ ----------- ----------- NET LOSS........................... (4,639,528) (3,980,072) (6,739,290) ------------ ----------- ----------- Unrealized gain on marketable securities Unrealized holding gains arising during the year..................... 1,213,318 488,310 -- Less reclassification adjustment for gains included in net income........ (488,310) -- -- ------------ ----------- ----------- Other comprehensive income............. 725,008 488,310 -- ------------ ----------- ----------- Comprehensive loss................. $ (3,914,520) $(3,491,762) $(6,739,290) ============ =========== =========== The accompanying notes are an integral part of these statements. F-6
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NASSAU BROADCASTING PARTNERS, L.P. STATEMENT OF PARTNERS' CAPITAL (DEFICIT) Years ended December 31, 1997, 1998 and 1999 [Download Table] Accumulated other Total Accumulated comprehensive partners' deficit income deficit ------------ ------------- ------------ Balances, January 1, 1997........... $ (7,792,845) -- $ (7,792,845) Net loss............................ (6,739,290) -- (6,739,290) Increase attributable to subordinated debt option........... 5,500,000 -- 5,500,000 ------------ ---------- ------------ Balances, December 31, 1997......... (9,032,135) -- (9,032,135) Net loss............................ (3,980,072) -- (3,980,072) Unrealized gain on marketable securities......................... -- $ 488,310 488,310 Distributions....................... (3,071,135) -- (3,071,135) ------------ ---------- ------------ Balances, December 31, 1998......... (16,083,342) 488,310 (15,595,032) Net loss............................ (4,639,528) -- (4,639,528) Unrealized gain on marketable securities, net of reclassification adjustment......................... -- 725,008 725,008 ------------ ---------- ------------ Balances, December 31, 1999......... $(20,722,870) $1,213,318 $(19,509,552) ============ ========== ============ The accompanying notes are an integral part of this statement. F-7
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NASSAU BROADCASTING PARTNERS, L.P. STATEMENTS OF CASH FLOWS [Download Table] Year ended December 31, --------------------------------------- 1999 1998 1997 ----------- ------------ ------------ Cash flows from operating activities Net loss............................. $(4,639,528) $ (3,980,072) $ (6,739,290) Adjustments to reconcile net loss to net cash used in operating activities.......................... Extraordinary loss on early retirement of debt................. -- 676,514 -- Depreciation........................ 1,192,000 1,090,478 660,554 Amortization of deferred costs...... 560,487 495,073 755,578 Amortization of subordinated debt discount........................... 901,896 1,100,004 642,000 Amortization of costs in excess of net assets acquired................ 881,992 778,160 722,849 Subordinated debt interest.......... 3,105,497 3,422,028 2,821,432 Deferred senior debt interest....... 1,459,059 494,812 -- Gain on sale of radio stations...... (567,000) (3,176,496) -- Gain on sale of marketable securities......................... (2,536,577) (926,531) (319,269) Changes in operating assets and liabilities Accounts receivable................. (1,388,449) (1,192,491) (940,486) Prepaid expenses and other current assets............................. (17,356) (92,545) (42,406) Prepaid management fee.............. -- -- 50,000 Accounts payable and accrued expenses........................... 600,896 (96,459) (1,004,000) Deferred income..................... 282,000 -- -- ----------- ------------ ------------ Net cash used in operating activities....................... (165,083) (1,407,525) (3,393,038) ----------- ------------ ------------ Cash flows from investing activities Purchase of certificates of deposit--restricted, net........... (37,673) (1,913) (38,000) Purchases of property and equipment.......................... (1,667,364) (911,579) (3,204,608) Acquisition of radio stations....... -- -- (5,052,220) Sale of radio stations, net of selling costs...................... -- 6,778,716 -- Deposits for stations to be acquired and other costs.................... (9,634,351) (4,292,721) (8,769,153) Sale (purchase) of marketable securities, net.................... 3,603,008 2,088,789 (1,270,083) Repayment of prepaid management fee................................ -- 400,000 -- Loans to president and officer...... (564,000) (126,000) -- Increase in other assets............ (67,798) (33,499) (207,141) ----------- ------------ ------------ Net cash (used in) provided by investing activities............. (8,368,178) 3,901,793 (18,541,205) ----------- ------------ ------------ Cash flows from financing activities Proceeds from senior debt........... 2,485,000 43,500,000 -- Payment of senior debt.............. -- (25,000,000) -- (Payments on) proceeds from subordinated debt.................. -- (9,890,597) 17,500,000 Payments of other debt.............. (358,852) (384,499) (377,738) Proceeds from other debt............ 79,424 -- 50,000 Increase in deferred costs.......... (135,000) (1,307,265) -- Distribution to Partners............ -- (3,071,135) -- ----------- ------------ ------------ Net cash provided by financing activities....................... 2,070,572 3,846,504 17,172,262 ----------- ------------ ------------ NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS............. (6,462,689) 6,340,772 (4,761,981) Cash and cash equivalents at beginning of year................... 7,050,051 709,279 5,471,260 ----------- ------------ ------------ Cash and cash equivalents at end of year................................ $ 587,362 $ 7,050,051 $ 709,279 =========== ============ ============ Supplemental disclosures of cash flow information: Cash paid during the year for Interest........................... $ 4,952,226 $ 3,916,497 $ 2,621,972 =========== ============ ============ Supplemental information on noncash investing and financing activities: (1) Capital lease obligations of $1,016,594 and $50,000 were incurred during the years ended December 31, 1998 and 1997, respectively. The Company entered into leases for new broadcast equipment. (2) Mortgage obligations of $2,575,000 were incurred in 1998. The accompanying notes are an integral part of these statements. F-8
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NASSAU BROADCASTING PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS NOTE A--SUMMARY OF ACCOUNTING POLICIES 1. Business Nassau Broadcasting Partners, L.P. (the "Company") is principally engaged in the management and operation of radio broadcast stations in suburban markets located between the New York and Philadelphia metropolitan areas. As of December 31, 1999, the Company owns and/or operates nineteen radio stations. Following are descriptions of the partners in the Company and certain affiliates: Nassau Broadcasting Company, Inc. ("NBC")--Limited partner which, on a fully diluted basis, holds a 79% equity interest in the Company. NBC is wholly owned by Nassau Broadcast Holdings, Inc. ("NBH"), in which the Company's President and Chief Executive Officer of the Company, has a 90% interest. The remaining 10% of NBH is owned by an affiliate related to the President and Chief Executive Officer of the Company. Nassau Holdings, Inc. ("NHI")--Limited partner, which, on a fully diluted basis, holds a 20% equity interest in the Company. NHI is wholly owned by the President and Chief Executive Officer of the Company. Nassau Broadcasting Partners, Inc. ("NBPI")--General partner which, on a fully diluted basis, holds a 1% equity interest and 100% of the voting rights in the Company. The President and Chief Executive Officer of the Company has a 52.4% equity interest and 33.4% voting interest in NBPI. 2. Revenue Recognition Revenues for commercial broadcasting advertisements are recognized when the commercial is broadcast. 3. Property and Equipment Property and equipment are recorded at cost. Depreciation is provided on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the lease term or estimated useful lives of the assets. Depreciation for tax purposes is based upon the original cost basis of all assets using accelerated methods. 4. Marketable Securities The Company has evaluated its investment policies consistent with Statement of Financial Accounting Standards No. 115 ("SFAS No. 115"), "Accounting for Certain Investments in Debt and Equity Securities," and determined that its investment securities, all of which are equity securities, are to be classified as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported as a component of partners' capital. The cost of securities sold is based on the specific identification method. 5. Cost in Excess of Net Assets Acquired The excess of cost over fair value of the net tangible assets acquired consists of FCC licenses and goodwill, which are being amortized by the straight-line method over twenty-five to forty years. Accumulated amortization is $2,468,000 and $1,719,000 at December 31, 1999 and 1998, respectively. F-9
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NASSAU BROADCASTING PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) 6. Deferred Costs Deferred costs consist of legal and financing fees incurred in connection with the issuance of the senior and subordinated notes and are being amortized over the terms of the respective debt instruments. 7. Income Taxes The Partnership does not pay income taxes on income; rather, the partners are taxed on their share of partnership income. Accordingly, the Partnership does not make any provisions in its accounts for income taxes. 8. Partners Distribution On August 28, 1998, the Company entered into a senior loan agreement from which a portion of the proceeds was used to repay subordinated notes held by the Company and for distributions to the Company's Partners. 9. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. These funds are insured by the Federal Deposit Insurance Corporation up to an aggregate maximum of $100,000 per institution. At various times throughout the year, the Company maintains cash balances at banks in excess of $100,000. 10. Local Marketing Agreements The Company enters into local marketing agreements ("LMAs") with respect to certain radio stations it intends to acquire. The Company operates the stations under the LMA whereby the Company agrees to purchase from the broadcast station licensee certain broadcast time and provide programming to and sell advertising on the stations during the purchased time. Fees incurred pursuant to various local marketing are recognized as station operating expenses in the period the services received occur. The Company's financial statements include broadcasting revenues and station operating expenses of stations marketed under LMAs. The broadcast station licensee retains responsibility for ultimate control of the station in accordance with FCC policies. When applicable, the LMA terminates upon the closing of the acquisition of the station. The Company operated up to nine stations under such agreements in 1999 and eight stations under such agreements in 1998 and 1997. 11. Impairment of Long Lived Assets and Identifiable Intangibles The Company reviews long-lived assets, identifiable intangibles and goodwill and will reserve for impairment whenever events or changes in circumstances indicate the carrying amount of assets may not be fully recoverable. 12. Barter Transactions Revenue from barter transactions (advertising provided in exchange for goods and services) is recognized as income when commercials are broadcast, and merchandise or services received are charged to expense when received or used. Barter valuation is based upon management's estimates of fair value of goods or services received. Barter revenue was approximately $1,353,000, $1,184,000 and $1,075,000 for the years F-10
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NASSAU BROADCASTING PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) ended December 31, 1999, 1998 and 1997, respectively. Available barter credits as of December 31, 1999 and 1998 are not material to the Company's financial statements. 13. Concentrations of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments, marketable securities and accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers comprising the Company's customer base. 14. Corporate General and Administrative Expenses Corporate general and administrative expenses consist of corporate overhead costs not specifically allocable to any of the Company's individual stations. 15. Special Management Fee The special management fee incurred in 1997, as approved by the Board of Directors and in accordance with the management consulting agreement with NBH, was in recognition of the successful completion of an acquisition plan initiated in 1995. 16. Comprehensive (Income) Loss Comprehensive income (loss) encompasses net income (loss) and other comprehensive income (loss). The only item of other comprehensive income presently applicable to the Company is the unrealized gain on the fair value of marketable securities available for sale. Where applicable, reclassification adjustments are made for realized gains or losses on such marketable securities that were included in comprehensive income in prior years. 17. Advertising Expenses Costs associated with advertising are expensed as incurred and amounted to approximately $1.4 million, $1.0 million, and $700,000 for the years ended December 31, 1999, 1998 and 1997, respectively. 18. Certificates of Deposit--Restricted The Company purchased a $75,000 certificate of deposit in April 1999 which secures a standby letter of credit (see Note F-3). The certificate of deposit bears interest at a rate of 4.93% and matures April 2001. The balance at December 31, 1999, including accrued interest, is $77,586. In December 1997, the Company purchased a $38,000 certificate of deposit which secured a standby letter of credit. The letter of credit expired in March 1999, at which time the certificate of deposit was redeemed for approximately $40,000. 19. Deferred Income In 1999, the Company received $350,000 pursuant to an agreement with an advertising representation firm. This amount was recorded as deferred income and is being recognized as a reduction of agency fees over thirty-six months. The amount recognized in 1999 was $68,000. F-11
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NASSAU BROADCASTING PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) 20. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. 21. Significant New Accounting Pronouncements In September 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 ("SFAS No. 133"), "Accounting for Derivative Instruments and Hedging Activities," which requires entities to recognize all derivatives in their financial statements as either assets or liabilities measured as fair value. SFAS No. 133 also specifies new methods of accounting for hedging transactions, prescribes the items and transactions that may be hedged and specifies detailed criteria to be met to qualify for hedge accounting. SFAS No. 133, as amended by SFAS No. 137, is effective for fiscal years beginning after June 15, 2000. The Company is evaluating the impact that this statement will have on its results of operations, financial position and related disclosures. In January 2000, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 99-17, "Accounting for Advertising Barter Transactions," to be effective for transactions entered into after January 20, 2000. The consensus states that advertising barter transactions should be accounted for at fair value and that the fair value recognized be disclosed in the financial statements, if there is verifiable objective evidence provided by sufficient cash transactions received by the seller of the advertising or similar advertising. EITF No. 99-17 is not expected to have a material effect on the Company's financial statements. 22. Use of Estimates In preparing the Company's financial statements in conformity with accounting principles generally accepted in the United States, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE B--PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31, 1999 and 1998: [Download Table] Depreciable life 1999 1998 ----------------------- ----------- ----------- Broadcast equipment........... 7 years $ 8,805,832 $ 7,868,697 Land and improvements......... 3,566,737 3,500,145 Buildings and improvements.... 10-31.5 years 1,803,423 1,397,643 Office equipment.............. 7 years 670,692 641,519 Computers..................... 5 years 528,094 463,163 Vehicles...................... 3 years 246,545 183,598 Lesser of term of Leasehold improvements........ lease or life of assets 1,193,448 1,100,958 ----------- ----------- 16,814,771 15,155,723 Less accumulated depreciation................. 5,022,534 3,838,844 ----------- ----------- $11,792,237 $11,316,879 =========== =========== F-12
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NASSAU BROADCASTING PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) NOTE C--SENIOR DEBT Senior debt represents notes payable to a financial institution in the amounts of $43.5 and $2.485 million. The loans bear interest at 11% current plus 3.25% deferred interest and are collateralized by all of the assets of the Company. In addition, the partners, all of which are corporations, have pledged their corporate stock as a guarantee. All principal and deferred interest are due in full August 28, 2001. The Company has $47 million available pursuant to these agreements, of which $45.985 million has been borrowed. Senior debt payable at December 31, 1999 and 1998 consists of the following: [Download Table] 1999 1998 ----------- ----------- Original proceeds.................................... $43,500,000 $43,500,000 Additional proceeds.................................. 2,485,000 -- Deferred interest.................................... 1,953,871 494,812 ----------- ----------- $47,938,871 $43,994,812 =========== =========== The term notes require that the Company achieve certain minimum annual net revenues and broadcasting cash flows. The agreements also limit capital expenditures, operating leases, corporate overhead expenses, and certain acquisitions or loans. The Company obtained a waiver, dated February 22, 2000, for the capital expenditure and corporate overhead limitations with which the Company was not in compliance at December 31, 1999. The next compliance date for these covenants is December 31, 2000. NOTE D--SUBORDINATED DEBT Subordinated debt represents 8% subordinated notes payable to an investor group, due and payable in full, including all accrued interest, on March 27, 2002. The subordinated debt holders have an option to purchase a majority partnership interest. This option can be exercised at any time prior to the expiration of the option on June 30, 2010. Subordinated debt discount in the amount of $5,500,000 has been allocated to the value of the option based on the relative fair values of the underlying debt and the option and is being accreted over the term of the debt. In 1998, a portion of the subordinated debt was repaid thereby giving rise to an extraordinary loss in writing off a pro rata share of the subordinated debt discount. F-13
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NASSAU BROADCASTING PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) The components of subordinated debt as of December 31, are as follows: [Download Table] 1999 1998 ----------- ----------- Balance at beginning of year, including accrued interest........................................... $38,173,102 $44,641,675 Accrued interest.................................... 3,105,497 3,422,024 ----------- ----------- 41,278,599 48,063,699 Repayment........................................... -- (9,890,597) ----------- ----------- Subordinated debt................................... 41,278,599 38,173,102 ----------- ----------- Subordinated debt discount Original amount................................... 5,500,000 5,500,000 Amortization through end of year.................. (3,320,414) (1,742,004) Write-off attributable to repayment............... -- (676,514) ----------- ----------- 2,179,586 3,081,482 ----------- ----------- Subordinated debt, net of discount.................. $39,099,013 $35,091,620 =========== =========== NOTE E--MORTGAGES PAYABLE Mortgages payable at December 31, 1999 and 1998 are summarized below: [Download Table] 1999 1998 ---------- ---------- Mortgage payable to a financial institution at 300 basis points per annum in excess of weekly average yield on US Treasury securities, fixed for five years, collateralized by real property, guaranteed by the President of the Company, and due June 1, 2013. Principal and interest are payable monthly............. $1,035,702 $1,078,430 Mortgage payable to seller bearing interest at 10%, collateralized by real property and due February 1, 2008. Principal and interest are payable monthly....... 876,801 944,006 Mortgage payable to sellers bearing interest at 10%, collateralized by real property and due January 23, 2003. Principal and interest are payable monthly. The mortgage was paid in full in February 2000............. 314,200 320,091 ---------- ---------- 2,226,703 2,342,527 Less current maturities................................. 127,340 115,824 ---------- ---------- Mortgages payable--long-term portion.................... $2,099,363 $2,226,703 ========== ========== Maturities of mortgages payable as of December 31, 1999 are as follows: [Download Table] 2000.............................................................. $ 127,340 2001.............................................................. 139,842 2002.............................................................. 153,611 2003.............................................................. 168,744 2004.............................................................. 160,905 Thereafter........................................................ 1,476,261 ---------- Total........................................................... $2,226,703 ========== F-14
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NASSAU BROADCASTING PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) NOTE F--COMMITMENTS 1. Leases The Company leases office, studio and tower space under noncancellable operating leases expiring through 2018. The Company has an option to renew its corporate office lease for four consecutive five-year periods commencing July 1, 2001. Rent expense for the years ended December 31, 1999, 1998 and 1997 was approximately $610,000, $450,000 and $220,000, respectively. Future minimum lease commitments are as follows: [Download Table] 2000............................................................. $1,021,000 2001............................................................. 986,000 2002............................................................. 783,000 2003............................................................. 770,000 2004............................................................. 766,000 Thereafter....................................................... 4,145,000 ---------- Total minimum lease commitments................................ $8,471,000 ========== The Company leases certain broadcast equipment under capitalized lease agreements. The cost of leased equipment included in property and equipment was approximately $1,697,000 and $1,675,000 at December 31, 1999 and 1998, respectively, and the accumulated amortization was approximately $530,000 and $330,000 at December 31, 1999 and 1998, respectively. Future minimum lease payments for assets under capital leases at December 31, 1999 are as follows: [Download Table] 2000.............................................................. $ 380,444 2001.............................................................. 302,112 2002.............................................................. 12,405 2003.............................................................. 364,788 2004.............................................................. -- Thereafter........................................................ 467,689 --------- Total minimum lease payments.................................... 1,527,438 Less amount representing interest................................. 347,005 --------- Present value of net minimum lease payments....................... 1,180,433 Less current maturities........................................... 354,057 --------- Long-term obligation.............................................. $ 826,376 ========= NHI and NBC have guaranteed a lease obligation of approximately $500,000. 2. Stock Option Plan The Board of Directors of NBC has approved a stock option plan for employees of the Company to secure options in NBC. The plan is effective upon the issuance of final FCC approval for the transfer of the licenses of WNJO (FM) and WCHR (AM) to the Company. These options have the effect of diluting the equity holdings in NBC of the Company's President and Chief Executive Officer. As of December 31, 1999, there were 1.2 million options contingently issued to officers of the Company at an exercise price of $0.15 per share. F-15
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NASSAU BROADCASTING PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) 3. Letter of Credit The Company has a $75,000 standby letter of credit, which relates to a payment obligation to a vendor. The standby letter of credit is secured by a certificate of deposit. (Note A-18.) 4. Employment Agreements The Company has entered into employment agreements with its President and Chief Executive Officer and its Executive Vice President of Operations and Finance. The minimum compensation to be paid in 2000 pursuant to these agreements is $425,000. In addition, pursuant to the employment agreements, these employees are eligible for bonuses based on results of operations. The agreements expire on December 31, 2000. NOTE G--ACQUISITIONS WOBM (FM) and WOBM (AM) On July 1, 1996, the Company entered into an agreement to purchase all of the issued and outstanding capital stock of Seashore Broadcasting Inc. and Northshore Broadcasting Inc. ("Seashore") for $16 million. Seashore owns and operates WOBM (FM) and WOBM (AM) located in the Toms River area in New Jersey. The Company paid a $2 million deposit and final closing is scheduled for July 1, 2000, pending FCC approval. In a related transaction, the Company entered into an LMA effective July 1, 1996 with Seashore pursuant to which the Company programs all of the broadcast time of the stations and sells all of the commercial time during its programming. Also, the Company retains certain revenues of the licensee and has agreed to make monthly LMA payments of $83,333, increasing in annual increments to maximum monthly payments of $108,333, through the later of June 30, 2000 or the closing, and reimburse certain operating expenses incurred during the term of the agreement. The agreement expires on closing. WSUS (FM) On May 30, 1997, the Company acquired substantially all of the net operating assets of WSUS Communications, Inc., which operated one radio station, WSUS (FM), located in Franklin, New Jersey, for a purchase price of approximately $5 million. The above acquisition has been accounted for by the purchase method of accounting. The purchase price has been allocated to the assets acquired, principally intangible assets, and the liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair value of the net assets acquired has been recorded as costs in excess of net assets acquired. The operating results of this acquisition are included in the Company's results of operations from the date of acquisition. Pro forma results of operations have not been included as the amounts are not material to the Company's financial statements. WNJO (FM) and WCHR (AM) On June 1, 1997, the Company entered into an agreement, as amended, with Great Scott Broadcasting ("Great Scott") to purchase substantially all of the assets of WNJO (FM) and WCHR (AM), located in the F-16
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NASSAU BROADCASTING PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) Trenton, New Jersey area, for a purchase price of $20,000,000. At December 31, 1999, the entire purchase price had been paid and is reflected as deposits on the balance sheet. The FCC has not yet approved the transaction. If the FCC fails to approve the transaction and the Company is unsuccessful in appealing that decision, the stations would be remarketed for a period of three years. Depending upon the ultimate sales price to a third-party purchaser, the Company may or may not be made whole in recovering its deposits. Concurrently, the Company entered into an LMA with Great Scott pursuant to which the Company has the right to program all of the broadcast time of the stations and sell all of the commercial time during its programming beginning June 1, 1997. The Company pays $75,000 per month pursuant to this agreement. Effective February 8, 1999, the $75,000 per month payment was applied to the final payment due under the Asset Purchase Agreement. These payments are included in deposits on the accompanying balance sheet. Upon a reduction of the payments pursuant to the LMA agreement in September 1999, the Company continues to recognize revenues and expenses in accordance with the terms of the LMA, and has commenced amortizing the deposits on these stations over a period of 25 years. The amount amortized in 1999 was approximately $130,000. WTSX (FM) and WDLC (AM) On August 7, 1998, the Company entered into an option agreement to acquire the assets of Port Jervis Broadcasting Co., Inc. ("Port Jervis"), which operates WTSX (FM) and WDLC (AM), licensed to broadcast in Port Jervis, New York, for a purchase price of approximately $2,700,000. The option agreement calls for an option payment of $550,000 plus monthly option payments of $12,500 and extends for a period of 36 months. Concurrently, the Company entered into an LMA with Port Jervis for the operation of the stations requiring monthly payments ranging from $10,000 at the outset to $25,000 commencing August 1, 2000. WILT (AM) In 1998, NBH submitted a Chapter 11 Plan of Reorganization for Tiab Communications Corporation which owns the FCC license for WILT (AM) in Mt. Pocono, Pennsylvania. An agreement between NBH and the Company provides that in exchange for the funding of the bankruptcy plan and associated legal costs, the Company has received an option to purchase TIAB or the FCC license from NBH for a nominal amount. On February 12, 1999, the Plan of Reorganization was confirmed and funded by the Company in the amount of $110,000. At December 31, 1999, WILT (AM) was not yet on the air and all amounts disbursed to date are reflected as deposits on the accompanying balance sheet. WJHR (AM) On January 21, 1999, the Company entered into an agreement to purchase all of the assets of WJHR-AM in Flemington, New Jersey for $2,500,000. Final closing is scheduled for November 18, 2001. Concurrent with this transaction, the Company entered into an LMA for the operation of the radio station until November 18, 2001. The agreement calls for quarterly payments of $50,000 for the term of the agreement. The Company has already irrevocably deposited $130,000 toward the purchase of this station, which is included in deposits on the accompanying balance sheet. F-17
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NASSAU BROADCASTING PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) WCHR (FM) On August 18, 1999, the Company exercised its option to purchase for $4,675,000 the stock of a corporation which owns the permit to construct an FM radio station in Ocean County, New Jersey. The Company has paid approximately $2 million of the purchase price as of the date of this report. Such amounts have been included in deposits on the accompanying balance sheet. The closing on this acquisition is pending FCC approval. NOTE H--OTHER LOCAL MARKETING AGREEMENTS On November 12, 1998, the Company sold all of the assets associated with WSBG (FM) and WVPO (AM) in Stroudsburg, Pennsylvania for approximately $6.8 million. Concurrent with that transaction, the Company entered into an LMA for its operation of the stations for a period of 36 months. The agreement requires the Company to make quarterly payments in the amount of $175,000, which are recorded as operating expenses of the radio stations. The Company has accounted for these transactions as a sale-leaseback arrangement whereby $1,700,000 of the gain on sale of the radio stations is being deferred and credited to gain on sale of radio stations over the thirty-six months of that agreement. The deferred gain recognized in 1999 and 1998 was $567,000 and $71,000, respectively. NOTE I--MARKETABLE SECURITIES The following is a summary of marketable securities at December 31: [Download Table] 1999 1998 ---------- ---------- Equity securities: Fair value........................................... $2,201,080 $1,779,788 Cost................................................. 987,762 1,291,478 ---------- ---------- Unrealized gain.................................... $1,213,318 $ 488,310 ========== ========== At December 31, 1999 and 1998, the Company had loans from its broker totaling $805,270 and $769,846, respectively. At December 31, 1999 and 1998, the interest rate on the loans was 8.5% and 7.75%, respectively. The loans are secured by the Company's marketable securities in the Company's investment account. NOTE J--SEGMENT INFORMATION The Company manages and operates radio stations in the New York and Philadelphia metropolitan areas. The Company considers its business to consist of one reportable operating segment, based on radio stations operated, sharing similar economic characteristics in the nature of the advertising sold, method of broadcasting and listener base. All the Company's revenue is earned within the Northeastern United States. NOTE K--RELATED PARTY TRANSACTIONS Certain investors in NBPI have purchased from the principal shareholder in the majority partner, NBC ("Grantor"), an option to purchase a majority partnership interest. The option is exercisable at any time at an exercise price of $500,000 and expires June 10, 2010. The investors have the right to require the Grantor to repurchase the unexercised option units upon the sale, transfer, assignment or other disposition of all or F-18
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NASSAU BROADCASTING PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) substantially all of the Company's assets. The repurchase price of the unexercised option units varies based on terms specified in the partnership agreement. In 1997, a special management fee of $744,140 was paid to NBH, as approved by the Company's partners. On January 23, 1998, NBH purchased twenty-five percent of the stock of a corporation which owns an AM radio station license. In the same transaction, NBH also acquired the real estate and broadcasting towers of the AM station and an FM station. On February 1, 1998, NBH assigned, at cost, all rights and title under the aforementioned transaction to the Company. In 1996, the Company advanced $450,000 to NBH as a prepayment of a then existing consulting agreement. $50,000 of the prepayment was expensed in 1997, with the remaining $400,000 being repaid to the Company in 1998 upon termination of the consulting agreement. In 1998, the Company acquired a parcel of real property for approximately $1 million that was owned by a partnership in which the president of the Company was a partner. At December 31, 1999 and 1998, the President and Chief Executive Officer of the Company was indebted to the Company in the amount of $590,000 and $90,000, respectively. These amounts bear interest at the rate of 8% and were repaid in full, with interest, in February 2000 and March 1999, respectively. At December 31, 1999 and 1998, the Company had notes receivable from an officer totaling $100,000 and $36,000, respectively, which bear interest at 8% per annum. Principal and interest are due in full on November 30, 2001. NOTE L--EMPLOYEE BENEFIT PLAN The Company maintains a defined contribution plan covering all employees who have one year of service and are age twenty-one or older. Under the provisions of the plan, the Company matches 25% of the first 8% of the participant's compensation contributed as elective deferrals. The Company's contribution in 1999, 1998 and 1997 amounted to $100,706, $76,497 and $87,350, respectively. NOTE M--ACCOUNTS PAYABLE AND ACCRUED EXPENSE Accounts payable and accrued expenses consist of the following at December 31, [Download Table] 1999 1998 ---------- ---------- Accounts payable...................................... $ 767,519 $ 644,020 Accrued commissions................................... 281,875 268,891 Accrued interest...................................... 435,580 -- Other accrued expenses................................ 198,068 169,234 ---------- ---------- $1,683,042 $1,082,145 ========== ========== F-19
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NASSAU BROADCASTING PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) NOTE N--FAIR VALUE OF FINANCIAL INSTRUMENTS Statement of Financial Accounting Standards No. 107, "Disclosures About Fair Value of Financial Instruments," requires that the Company disclose estimated fair values for its financial instruments. The following summary presents a description of the methodologies and assumptions used to determine such amounts: Limitations Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instruments; they are subjective in nature and involve uncertainties and matters of judgment, and, therefore, cannot be determined with precision. These estimates do not reflect any premium or discounts that could result from offering for sale at one time the Company's entire holdings of a particular instrument. Changes in assumptions could significantly affect these estimates. Since the fair value is estimated as of December 31, 1999 and 1998, the amounts that will actually be realized or paid at settlement or maturity of the instruments could be significantly different. Cash Equivalents and Certificates of Deposit The carrying amount is assumed to be the fair value because of the liquidity of the instruments. Marketable Securities The carrying amount represents fair value based on quoted market price. Accounts Receivable and Notes Receivable The carrying amount is assumed to be the fair value because of the short-term maturity of the portfolio. The carrying amount of the noncurrent note receivable is assumed to be the fair value because the note receivable earns interest at prevailing rates. Long-term Obligations The fair values of the Company's notes payable, mortgages payable, senior debt and other long-term obligations approximate the terms in the marketplace at which they could be replaced in the aggregate. Therefore, the fair value approximates the carrying value of these financial instruments in the aggregate. NOTE O--SUBSEQUENT EVENTS On February 24, 2000, the Company sold its tower related broadcasting assets and real property to affiliated entities controlled by the Company's President and Chief Executive Officer for $10.0 million. These affiliated entities then immediately sold the bulk of these assets to a third party, who has leased tower space back to the Company. On February 29, 2000, the Company entered into an asset purchase agreement with Clear Channel Communications Inc. ("Clear Channel") to purchase two Allentown, Pennsylvania stations for total F-20
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NASSAU BROADCASTING PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) consideration of $30 million payable in cash. In March 2000, the Company has irrevocably deposited $6 million toward the purchase of these stations. Unaudited On March 24, 2000, the Company entered into a purchase and exchange agreement with the owners of Aurora Communications, LLC ("Aurora") to purchase all of their stock, and thereby acquire the nine stations owned by Aurora for total consideration of $185 million, consisting of $35 million in common stock of the Company, $85 million in cash and $65 million in assumption of debt. The cash amount is subject to a working capital adjustment. In March 2000, the Company irrevocably deposited $7 million toward the purchase of Aurora. On March 1, 2000, the Company entered into an additional $10 million term loan agreement with its Senior Lender. The proceeds from this loan were used for deposits on the Aurora and Clear Channel acquisitions. The Company's equity investors have committed financing for the Aurora and Clearview Channel acquisitions. The Company intends to conduct an initial public offering ("IPO") for a yet to be determined number of shares of Class A common stock. Prior to the IPO, the Company plans to issue $60 million aggregate principal of senior discount notes due 2010. The Company has also entered into a commitment letter with a lender for the arrangement of senior credit facilities in an amount of up to $144 million. There is no assurance that these transactions will occur, or that they will occur under the terms and amounts noted above. Prior to the consummation of the IPO, the Company intends to convert to a corporation, which will result in the Company being subject to Federal, state and local corporate income taxes. In connection with the transactions discussed above, the President and Chief Executive Officer of the Company is eligible to receive $7.5 million for a redemption of a partial equity interest as well as receiving approximately $3 million as a distribution in accordance with the terms of the Company's partnership agreement. Certain marketable equity securities held by the Company as of December 31, 1999 declined by approximately $800,000 as of April 25, 2000. Management of the Company believes this decline is to be temporary. F-21
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Nassau Broadcasting Partners, L.P. BALANCE SHEETS [Download Table] March 31, December 2000 31, 1999 ----------- ----------- (unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents.......................... $ 2,396,819 $ 587,362 Marketable securities.............................. 2,099,734 2,201,080 Accounts receivable (net of allowance for doubtful accounts of $353,000 and $316,000 in 2000 and 1999, respectively)............................... 5,456,265 6,645,514 Prepaid expenses and other current assets.......... 450,848 223,664 Due from officer................................... 201,306 590,000 ----------- ----------- Total current assets............................. 10,604,972 10,247,620 PROPERTY AND EQUIPMENT, NET.......................... 5,672,422 11,792,237 OTHER ASSETS Certificates of deposit-restricted -- 77,586 Deferred costs..................................... 1,039,596 805,436 Cost in excess of net assets acquired.............. 26,317,040 26,504,288 Deposits........................................... 38,902,228 25,100,484 Note receivable-officer............................ 100,000 100,000 Other assets....................................... 50,250 140,129 ----------- ----------- $82,686,508 $74,767,780 =========== =========== LIABILITIES AND PARTNERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses.............. $ 1,705,265 $ 1,683,041 Loan payable-broker................................ -- 805,270 Mortgages payable-current.......................... -- 127,341 Capitalized lease obligations-current.............. 471,665 354,057 ----------- ----------- Total current liabilities........................ 2,176,930 2,969,709 SENIOR DEBT.......................................... 56,138,603 47,938,871 SUBORDINATED NOTES PAYABLE........................... 40,159,232 39,099,013 MORTGAGES PAYABLE, LONG-TERM......................... 2,099,363 CAPITALIZED LEASE OBLIGATIONS, LONG-TERM............. 642,484 826,376 DEFERRED INCOME...................................... 252,834 282,000 DEFERRED GAIN........................................ 4,805,250 1,062,000 COMMITMENTS AND CONTINGENCIES PARTNERS' DEFICIT.................................... (21,488,825) (19,509,552) ----------- ----------- $82,686,508 $74,767,780 =========== =========== The accompanying notes are an integral part of these statements. F-21--1
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Nassau Broadcasting Partners, L.P. STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS [Download Table] Three months ended March 31, ------------------------ 2000 1999 ----------- ----------- (unaudited) Gross revenues....................................... $ 7,893,311 $ 6,810,687 Less agency and outside commissions.................. 611,533 543,884 ----------- ----------- Net revenues..................................... 7,281,778 6,266,803 ----------- ----------- Operating expenses, excluding depreciation, amortization, corporate general and administrative expenses, and local marketing agreement fees........ 5,318,209 4,569,762 Depreciation and amortization expense................ 822,093 602,832 Corporate general and administrative expenses........ 587,050 500,435 Local marketing agreement fees....................... 639,571 725,261 ----------- ----------- 7,366,923 6,398,290 ----------- ----------- Operating loss................................... (85,145) (131,487) ----------- ----------- Other income (expense) Interest and dividend income....................... 11,099 -- Realized gains on marketable securities............ 441,457 153,665 Gain on sale of radio stations and tower assets.... 1,632,536 141,750 Interest expense................................... (3,024,268) (2,718,400) ----------- ----------- (939,176) (2,422,985) ----------- ----------- NET LOSS......................................... (1,024,321) (2,554,472) ----------- ----------- Unrealized gain on marketable securities Unrealized holding gains (losses) arising during the period........................................ (513,495) (335,332) Less reclassification adjustment for gains included in net income..................................... (441,457) (153,665) ----------- ----------- Other comprehensive loss............................. (954,952) (488,997) ----------- ----------- Comprehensive loss............................... $(1,979,273) $(3,043,469) =========== =========== The accompanying notes are an integral part of these statements. F-21--2
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NASSAU BROADCASTING PARTNERS, L.P. STATEMENTS OF CASH FLOWS [Download Table] Three months ended March 31, ------------------------ 2000 1999 ----------- ----------- (unaudited) Cash flows from operating activities Net loss........................................... $(1,024,321) $(2,554,472) Adjustments to reconcile net loss to net cash provided by operating activities Depreciation and amortization..................... 320,725 301,464 Amortization of deferred costs.................... 114,120 114,120 Amortization of subordinated debt discount........ 225,474 275,001 Amortization of costs in excess of net assets acquired......................................... 387,248 187,248 Subordinated debt interest........................ 834,745 772,648 Deferred senior debt interest..................... 377,779 353,438 Gain on sale of radio stations and tower assets... (1,632,536) (141,750) Gain on sale of securities........................ (441,457) (153,665) Changes in operating assets and liabilities....... Accounts receivable.............................. 1,189,249 714,025 Prepaid expenses and other current assets........ (227,184) (196,767) Accounts payable and accrued expenses............ 22,224 433,041 Deferred income.................................. (29,166) -- ----------- ----------- Net cash provided by operating activities....... 116,900 104,331 ----------- ----------- Cash flows from investing activities Purchases of property and equipment................ (234,614) (178,260) Sale of tower assets............................... 9,890,000 -- Deposits for radio stations to be acquired and other costs....................................... (14,123,021) (4,596,260) Sale (purchase) of marketable securities, net...... (407,663) (2,130,123) Payments received on due from officer, net......... 388,694 -- (Increase) decrease in other assets................ (89,969) 12,863 ----------- ----------- Net cash used in investing activities........... (4,576,573) (6,891,780) ----------- ----------- Cash flows from financing activities Proceeds from senior debt, net..................... 7,821,955 -- Proceeds (principal payments) of other debt........ (1,204,815) 585,704 Increase in deferred costs......................... (348,280) (50,000) ----------- ----------- Net cash provided by (used in) financing activities..................................... 6,268,860 535,704 ----------- ----------- NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS.................................... 1,809,187 (6,251,745) Cash and equivalents at beginning of period.......... 587,632 7,050,051 ----------- ----------- Cash and equivalents at end of period................ $ 2,396,819 $ 798,306 =========== =========== The accompanying notes are an integral part of these statements. F-21--3
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Nassau Broadcasting Partners, L.P. NOTES TO FINANCIAL STATEMENTS March 31, 2000 and 1999 NOTE A--GENERAL In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly Nassau Broadcasting Partners, L.P.'s (the "Company") financial position at March 31, 2000 and the results of operations and cash flows for the three months ended March 31, 2000 and 1999. Certain financial information which is normally included in financial statements prepared in accordance with generally accepted accounting principles, but which is not required for interim reporting purposes, has been condensed or omitted. The accompanying financial statements need to be read in conjunction with the financial statements and notes thereto included elsewhere in this prospectus. Any adjustments that have been made to the financial statements are of a normal recurring nature. Significant New Accounting Pronouncements In September 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 ("SFAS No. 133"), "Accounting for Derivative Instruments and Hedging Activities," which requires entities to recognize all derivatives in their financial statements as either assets or liabilities measured as fair value. SFAS No. 133 also specifies new methods of accounting for hedging transactions, prescribes the items and transactions that may be hedged and specifies detailed criteria to be met to qualify for hedge accounting. SFAS No. 133, as amended by SFAS No. 137, is effective for fiscal years beginning after June 15, 2000. The Company is evaluating the impact that this statement will have on its results of operations, financial position and related disclosures. In January 2000, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 99-17, "Accounting for Advertising Barter Transactions," to be effective for transactions entered into after January 20, 2000. The consensus states that advertising barter transactions should be accounted for at fair value and that the fair value recognized be disclosed in the financial statements, if there is verifiable objective evidence provided by sufficient cash transactions received by the seller of the advertising or similar advertising. Adoption of EITF No. 99-17 did not have a material effect on the Company's financial statements. F-21--4
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Nassau Broadcasting Partners, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) March 31, 2000 and 1999 NOTE B--RELATED PARTY TRANSACTIONS On February 24, 2000, the Company sold its tower-related broadcasting assets and real property, net of liabilities to Nassau Tower Holdings, LLC ("NTH"), an entity controlled by the Company's President and Chief Executive Officer for $10 million. These affiliated entities then immediately sold the bulk of these assets to a third party. In connection with the above transaction, the Company entered leases for tower space with NTH for certain assets the Company sold to NTH. In addition, the Company is also leasing tower space from the third party who purchased the assets from NTH. The Company paid approximately $20,000 rent to NTH for the three months ended March 31, 2000. The initial terms of the leases are for ten years with options to renew for four consecutive five-year periods. For the portion of the assets not leased back, the Company has recorded a gain of $1,475,870. In addition, a portion of the assets have been accounted for as sales leaseback arrangements and accordingly, the gain, approximately which amounted to $1.8 million, has been deferred and will be amortized over the lease terms. The remainder of the realized gain which amounted to approximately $2.1 million, will be recognized when the Company fulfills its obligations. The gain recognized on the sales lease back assets was $15,000 for the three months ended March 31, 2000. During the first quarter of 2000, the Company advanced its President and Chief Executive Officer approximately $200,000. This advance, which was noninterest-bearing, was repaid in full in May 2000. NOTE C--ACQUISITIONS AND DISPOSITION On February 29, 2000, the Company entered into an asset purchase agreement with Clear Channel Communications Inc. ("Clear Channel") to purchase two Allentown, Pennsylvania, stations for total consideration of $30 million payable in cash. In March 2000, the Company deposited $6 million toward the purchase of these stations. On March 24, 2000, the Company entered into a purchase and exchange agreement with the owners of Aurora Communications, LLC ("Aurora") to purchase all of their stock, and thereby acquire the nine stations owned by Aurora for total consideration of $185 million, consisting of $35 million in common stock of the Company, $85 million in cash and $65 million in assumption of debt. The cash amount is subject to a working capital adjustment. In March 2000, the Company deposited $7 million toward the purchase of Aurora. F-21--5
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Nassau Broadcasting Partners, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) March 31, 2000 and 1999 NOTE D--SENIOR AND OTHER DEBT Senior Debt On March 1, 2000, the Company entered into an additional $10 million term loan agreement with its Senior Lender. The proceeds from this loan were used for deposits on the Aurora and Clear Channel acquisitions. The loan bears interest at the rate of 11% current plus 3.25% deferred interest. All principal and deferred interest are due in full on August 28, 2001. In connection with the loan, the Company paid approximately $348,000 in financing costs, which were deferred and are being amortized over the term of the loan. Mortgage Payable In connection with the Tower sale, NTH assumed certain mortgage obligations of the Company. NOTE E--SUBSEQUENT EVENTS Senior Credit Facility In May 2000, the Company entered into a senior credit facility for approximately $144 million. The credit facility consists of the following: $33.0 million A1 term loan, which will finance a portion of the purchase price of Aurora Communications in the form of repayment of debt of Aurora Communications. This loan will amortize on a quarterly basis and matures on June, 2006. $26.0 million A2 term loan, $5 million of which will be used to repay part of current senior credit facilities and the remainder of which will finance part of the purchase price of stations we currently operate under local marketing agreements. This loan will amortize on a quarterly basis and matures on June, 2006. F-21--6
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Nassau Broadcasting Partners, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) March 31, 2000 and 1999 NOTE E (continued) $40.0 million B term loan, which will be used to repay borrowings under the current senior credit facility and fund an equity redemption. This loan will have minimal amortization over its life and matures on June, 2007, at which time a balloon payment will be due. $25.0 million C term loan, which will pay part of the purchase price of Aurora Communications in the form of repayment of debt of Aurora Communications. This loan will have minimal amortization over its life and matures on June, 2008, at which time a balloon payment will be due. $20.0 million revolving credit facility, of which the Company has drawn $4.6 million to date, which matures on June, 2006. All of the above loans bear interest at an alternative base rate or LIBOR, as more fully described in the Senior Credit Facility Agreement. The credit facility contains events of default typical for these types of facilities (subject in each case to certain grace periods and materiality thresholds), including, without limitation, (i) nonpayment of amounts under the credit facility, (ii) material misrepresentations, (iii) covenant defaults, (iv) cross-defaults to their indebtedness, (v) judgment defaults, (vi) bankruptcy and (vii) a change of control. Senior Discount Notes In 2000, the Company issued $60.0 million aggregate principal amount of 13% senior discount notes due 2010, along with warrants to purchase equity interests to several institutions. In May 2000, the Company repaid $58.0 million in then-outstanding borrowings under its current senior secured credit facility from borrowings under the new credit facility and from proceeds of the senior discount notes. Subordinated Notes, Preferred Distribution and Redemption of Equity Interest In May 2000, the Company repaid all outstanding subordinated notes payable, which amounted to $42.4 million, and made a preferred distribution to the President and Chief Executive Officer of the Company under the partnership agreement, in an amount of $2.9 million. In addition, the Company's President and Chief Executive Officer is eligible to receive $7.5 million for a redemption of a partial equity interest, of which he has received $2.5 million. F-21--7
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Nassau Broadcasting Partners, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) March 31, 2000 and 1999 NOTE E (continued) The Company intends to conduct an initial public offering ("IPO") for a yet to be determined number of shares of Class A common stock. There is no assurance that this transaction will occur. Prior to the consummation of the IPO, the Company intends to convert to a corporation, which will result in the Company being subject to Federal, state and local corporate income taxes. F-21--8
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REPORT OF INDEPENDENT AUDITORS The Members Aurora Communications, LLC We have audited the accompanying consolidated balance sheet of Aurora Communications, LLC as of December 31, 1999, and the related consolidated statements of operations, members' capital and cash flows for the period January 20, 1999 (commencement of operations) to December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Aurora Communications, LLC at December 31, 1999 and the consolidated results of its operations and its cash flows for the period January 20, 1999 (commencement of operations) to December 31, 1999, in conformity with accounting principles generally accepted in the United States. ERNST AND YOUNG, LLP New York, New York February 25, 2000 F-24
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AURORA COMMUNICATIONS, LLC (A Limited Liability Company) CONSOLIDATED BALANCE SHEET December 31, 1999 [Download Table] ASSETS Current assets: Cash and cash equivalents..................................... $ 1,096,594 Accounts receivable, less allowance for doubtful accounts of $43,789...................................................... 3,694,071 Prepaid expenses and other current assets..................... 164,477 ------------ Total current assets........................................ 4,955,142 Property and equipment, at cost, less accumulated depreciation of $157,829.................................................... 5,713,402 FCC licenses and goodwill, net of accumulated amortization of $666,779....................................................... 92,012,735 Deferred financing costs, net of accumulated amortization of $119,772....................................................... 2,179,283 ------------ Total assets................................................ $104,860,562 ============ LIABILITIES AND MEMBERS' CAPITAL Current liabilities: Accounts payable and accrued expenses......................... $ 1,105,550 Accrued wages and sales commissions........................... 277,897 Accrued interest payable...................................... 807,359 ------------ Total current liabilities................................... 2,190,806 Long-term debt.................................................. 64,256,250 Other noncurrent liabilities.................................... 383,005 Commitments and contingencies................................... -- Members' capital: Members interests............................................. 38,605,270 Accumulated deficit........................................... (574,769) ------------ Total members' capital...................................... 38,030,501 ------------ Total liabilities and members' capital...................... $104,860,562 ============ See accompanying notes. F-25
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AURORA COMMUNICATIONS, LLC (A Limited Liability Company) CONSOLIDATED STATEMENT OF OPERATIONS For the period January 20, 1999 (commencement of operations) to December 31, 1999 [Download Table] Net revenues....................................................... $6,204,731 Operating expenses: Selling.......................................................... 1,111,258 Programming and promotion........................................ 1,198,369 Technical........................................................ 113,594 General and administrative....................................... 682,963 Depreciation and amortization.................................... 824,608 Corporate expenses............................................... 743,766 ---------- Total operating expenses....................................... 4,674,558 ---------- Operating income................................................... 1,530,173 Interest income.................................................... 32,345 Interest expense................................................... 2,137,287 ---------- Net loss........................................................... $ (574,769) ========== See accompanying notes. F-26
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AURORA COMMUNICATIONS, LLC (A Limited Liability Company) CONSOLIDATED STATEMENT OF MEMBERS' CAPITAL [Enlarge/Download Table] Total Preferred Units Common Units Additional --------------------- --------------- Paid-in Accumulated Units Value Units Value Capital Deficit Total --------- ----------- --------- ----- ---------- ----------- ----------- Balance at January 20, 1999................... -- $ -- -- $ -- $ -- $ -- $ -- Issued in connection with May 3, 1999 capitalization......... 52,500 525,000 2,743,678 -- -- -- 525,000 Issued in connection with August 31, 1999 capitalization......... 3,807,500 38,075,000 1,898,572 -- -- -- 38,075,000 Other issuance.......... -- -- -- -- 5,270 5,270 Net loss................ -- -- -- -- -- (574,769) (574,769) --------- ----------- --------- ----- ------ --------- ----------- Balance at December 31, 1999................... 3,860,000 $38,600,000 4,642,250 $ -- $5,270 $(574,769) $38,030,501 ========= =========== ========= ===== ====== ========= =========== See accompanying notes. F-27
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AURORA COMMUNICATIONS, LLC (A Limited Liability Company) CONSOLIDATED STATEMENT OF CASH FLOWS For the period January 20, 1999 (commencement of operations) to December 31, 1999 [Download Table] Cash flows from operating activities Net loss......................................................... $ (574,769) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization.................................. 824,608 Non-cash interest expense...................................... 502,777 Non-cash compensation expense.................................. 5,270 Changes in current assets and current liabilities: Increase in accounts receivable.............................. (3,694,071) Increase in prepaid expenses and other current assets........ (164,477) Increase in accounts payable and accrued expenses............ 1,105,550 Increase in accrued wages and sales commissions.............. 277,897 Increase in accrued interest payable......................... 807,359 ----------- Total adjustments............................................ (335,087) ----------- Net cash used in operating activities............................ (909,856) ----------- Cash flows from investing activities Payments for business acquisitions............................... (98,343,310) Capital expenditures............................................. (207,435) ----------- Net cash used in investing activities............................ (98,550,745) ----------- Cash flows from financing activities Proceeds from issuance of long-term debt, net.................... 64,256,250 Proceeds from issuance of membership interests................... 38,600,000 Debt issuance costs.............................................. (2,299,055) ----------- Net cash provided by financing activities........................ 100,557,195 ----------- Net increase in cash and cash equivalents........................ 1,096,594 Cash and cash equivalents at beginning of period................. -- ----------- Cash and cash equivalents at end of period....................... $ 1,096,594 =========== See accompanying notes. F-28
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AURORA COMMUNICATIONS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1999 1. Nature of Business and Organization Aurora Communications, LLC (the "Company") is a limited liability company formed in January 1999 and is engaged in the acquisition and operation of radio stations throughout the United States. The Company is a subsidiary of Aurora Management, Inc., its majority owner and managing member. Pursuant to its limited liability company agreement, the Company shall continue until the earlier of its dissolution by its members or December 31, 2049. 2. Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany items and transactions have been eliminated. Depreciation Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets, as follows: [Download Table] Buildings......................................................... 39 years Furniture and fixtures............................................ 5-7 years Broadcasting equipment............................................ 3-15 years Transportation equipment.......................................... 5 years Expenditures for maintenance and repairs are charged to operations as incurred. Intangible Assets Deferred financing costs of $2.2 million are amortized over the term of the related debt on a straight-line basis, which approximates the interest method. FCC licenses and goodwill, in the amount of $92.0 million, represent the excess of acquisition cost over the amounts assigned to other assets acquired in the Company's acquisitions, and is amortized on a straight-line basis over a 40-year period. It is the Company's policy to account for FCC licenses, goodwill and all other intangible assets at the lower of amortized cost or estimated realizable value. As part of an ongoing review of the valuation and amortization of intangible assets of the Company and its subsidiaries, management assesses the carrying value of the intangible assets if facts and circumstances suggest that there may be impairment. If this review indicates that the intangibles will not be recoverable as determined by a non-discounted cash flow analysis of the operating assets over the remaining amortization period, the carrying value of the intangible assets would be reduced to estimated realizable value. Barter Transactions Revenue from barter transactions (advertising provided in exchange for goods and services) is recognized when advertisements are broadcast, and merchandise or services received are charged to expense (or F-29
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AURORA COMMUNICATIONS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) capitalized as appropriate) when received or used. Barter revenue and expense reflected in the consolidated statement of operations for the period ended December 31, 1999 was $490,791 and $412,269, respectively. Revenue The primary source of revenue is the sale of advertising to local, regional and national customers. Revenue is presented net of advertising commissions of $719,134, and is recognized when advertisements are broadcast. Cash Equivalents Cash equivalents consist of short-term, highly liquid investments which are readily convertible into cash and have an original maturity of three months or less when purchased. Advertising and promotion Expenditures for advertising and promotion are charged to expense as incurred and totaled $430,000 in 1999. Income Taxes No provision for federal, state or local income taxes or credits has been reflected in the accompanying financial statements because such obligations or credits are liabilities or benefits of the members. Risks and Uncertainties The preparation of financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results may differ from those estimates. Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of trade receivables. The Company's revenue is derived primarily from local broadcast advertisers who are impacted by the local economy. The Company routinely assesses the credit worthiness of its customers and generally does not require collateral or other security to support customer receivables. 3. Acquisitions At December 31, 1999, the Company owned and operated five FM and four AM radio stations. On August 31, 1999, the Company acquired substantially all the assets of radio stations WEBE-FM/WICC-AM, Bridgeport, Connecticut for $66.0 million plus transaction costs. On October 27, 1999, the Company acquired substantially all the assets of radio stations WFAS-AM/WFAS-FM/WFAF-FM (formerly WZZN-FM), Westchester County, New York for $20.25 million plus transaction costs. F-30
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AURORA COMMUNICATIONS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) On October 27, 1999, the Company acquired substantially all the assets of radio stations WRKI-FM/WINE-AM, Danbury, Connecticut and WAXB-FM/WPUT-AM, Patterson, New York for $11.25 million plus transaction costs. All of the acquisitions have been accounted for using the purchase method of accounting. Accordingly, the purchase price of each acquisition has been allocated to the assets based upon their respective estimated fair values at the date of acquisition. The results of operations of the properties acquired are included in the Company's consolidated results of operations from the respective dates of acquisition. The aggregate purchase prices have been allocated to the assets acquired and liabilities assumed as follows: [Download Table] Current assets.................................................. $ 63,507 Property and equipment.......................................... 5,663,796 FCC licenses and goodwill....................................... 92,679,514 ----------- 98,406,817 ----------- Current liabilities........................................... (237,921) ----------- $98,168,896 =========== 4. Pro Forma Financial Information (Unaudited) [Download Table] Year ended December 31, 1999 Net revenues.................................................. $ 21,495,573 Net loss...................................................... $ (2,055,385) The unaudited pro forma information for the year ended December 31, 1999 assumes that the acquisitions described in Note 3, had occurred on January 1, 1999. The pro forma information is not necessarily indicative either of the results of operations that would have occurred had these transactions been made at the beginning of the period, or of future results of operations. 5. Long-Term Debt A summary of long-term debt as of December 31, 1999 is as follows: [Download Table] Term loan at the LIBOR rate plus 3.5%; interest payable monthly; quarterly commitment reductions from March 31, 2000 through December 31, 2005 (A)(C)............................. $20,000,000 Revolving loan at the LIBOR rate plus 3.5%; interest payable monthly; matures November 30, 2005 (A)(C).................... 30,756,250 Subordinated debentures; cash interest payable quarterly at 8%; payment-in-kind interest compounds quarterly at 9%; principal due in September 2006 (B)(C)....................... 13,500,000 ----------- 64,256,250 Less current portion.......................................... -- ----------- $64,256,250 =========== (A) On August 31, 1999, Aurora Holding, LLC ("Holding"), a wholly-owned subsidiary of the Company entered into credit facilities totaling $75.0 million with Heller Financial, Inc. and Union Bank of California, N.A., as agents (the "Senior Loans"). The Senior Loans consist of a $20.0 million term loan and a $55.0 million revolving loan. The initial borrowings under the Senior Loans were used to partially fund the F-31
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AURORA COMMUNICATIONS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Company's acquisitions, pay transaction costs and provide working capital. The Senior Loans contain covenants which require, among other things, that Holding and its subsidiaries maintain certain financial levels, principally with respect to EBITDA (earnings before interest, income tax, depreciation and amortization) and leverage ratios, and limit the amount of capital expenditures. The Senior Loans also restrict the payment of cash dividends. The Senior Loans are collateralized by pledges of the tangible and intangible assets of Holding and its subsidiaries, as well as the membership interests of Holding and its subsidiaries. At December 31, 1999, the Company has additional availability under the revolving credit facility of $24.2 million, of which $5.4 million may currently be borrowed. No amounts due under the term loan are classified as current liabilities on the consolidated balance sheet at December 31, 1999 because the availability under the revolving facility is sufficient to pay amounts scheduled to be repaid in 2000 under the term loan. The Company pays an annual commitment fee of 0.5% of the unused commitment. (B) On September 10, 1999, Holding entered into a subordinated loan agreement with Allied Capital Corporation and Allied Investment Corporation which provides for subordinated debentures totaling $13.5 million. Proceeds from the debentures were used to partially fund the Company's acquisitions and to pay transaction costs. The subordinated debentures mature in September 2006 and bear interest at 17%. From the date of issuance through the first anniversary, interest is paid quarterly in cash at a rate of 8% per year. From the first anniversary to the second anniversary, interest is paid quarterly in cash at a rate of 9% per year. From the second anniversary through maturity, interest is paid quarterly in cash at a rate of 10% per year. Deferred interest accrues and compounds quarterly equal to the difference between 17% and the cash pay rate and is payable at the maturity date. The subordinated loan agreement contains covenants which require, among other things, that Holding and its subsidiaries maintain certain financial levels, principally with respect to EBITDA (earnings before interest, income tax, depreciation and amortization) and leverage ratios, and limit the amount of capital expenditures. The subordinated loan agreement also restricts the payment of cash dividends. Payment of amounts owed under the debentures is guaranteed by the Company and Holdings' subsidiaries. (C) In the event of a default under the Senior Loans or the subordinated debentures prior to June 29, 2000, upon notice by a lender, the members of the Company shall be required to make additional capital contributions of an amount up to 75% of the trailing twelve month broadcast cash flow of the Company's radio stations measured at the date of acquisition. The proceeds from such contributions shall be used to repay a portion of the Senior Loans' principal. The obligation to make such additional capital contributions shall terminate when certain conditions are met, principally with respect to completing additional radio station acquisitions that provide greater geographic diversity. At December 31, 1999, exclusive of the Revolving loan, the aggregate amounts of long-term debt due scheduled during the next five years are as follows: [Download Table] Year: Amount ----- ----------- 2000............................................................. $ 2,000,000 2001............................................................. 2,500,000 2002............................................................. 3,000,000 2003............................................................. 3,500,000 2004............................................................. 4,000,000 Thereafter....................................................... 18,500,000 Cash paid for interest during 1999 was approximately $827,000. The fair value of the debt approximates net book value. F-32
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AURORA COMMUNICATIONS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 6. Property and Equipment Property and equipment at December 31, 1999 consists of the following: [Download Table] Land............................................................. $1,107,644 Buildings........................................................ 1,238,520 Equipment........................................................ 3,525,067 ---------- 5,871,231 Less accumulated depreciation.................................... (157,829) ---------- $5,713,402 ========== At December 31, 1999, all property and equipment is pledged as collateral for the debt disclosed in Note 5. 7. Commitments The Company leases office and broadcast tower space, vehicles and office equipment. Rental expense amounted to approximately $159,000 for the period from commencement of operations through December 31, 1999. The minimum aggregate annual rentals under non-cancelable operating leases are payable as follows: [Download Table] Year: Amount ----- ---------- 2000.............................................................. $ 576,000 2001.............................................................. 261,000 2002.............................................................. 231,000 2003.............................................................. 184,000 2004.............................................................. 147,000 Thereafter........................................................ 219,000 ---------- $1,618,000 ========== 8. Related Party Transactions The Company pays Aurora Management, Inc., its managing member, a management and monitoring fee at the annual rate of $150,000 per year. Under the long-term debt agreements described in Note 5, the Company borrowed funds from certain members of the Company or their affiliates. Interest on the outstanding principal amounts and certain other fees are paid to such members or their affiliates. On October 27, 1999, the Company acquired substantially all the assets of radio stations WFAS-AM/WFAS-FM/WFAF-FM (formerly WZZN-FM), Westchester County, New York from Westchester Radio, LLC (see Note 3). At the time of the acquisition, Frank G. Washington, a member of the Company, was a member of Westchester Radio, LLC. F-33
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AURORA COMMUNICATIONS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 9. Members' Capital The classes of the Company's membership interests consist of Preferred Units and Common Units (which are further designated as Invested Common Units, Callable Common Units and Promoted Common Units). Preferred equity interests The Company may issue Preferred Units, no par value, which are non- convertible. During 1999, the Company had issued 3,860,000 preferred units for an aggregate $38.6 million. The holders of Preferred Units are entitled to a preferred return at the annual rate of 10%, compounded quarterly, cumulative to the extent not distributed. Undistributed preferred dividends as of December 31, 1999 were approximately, $1,293,000. Common equity interests The Company may issue Common Units, no par value, which represent a common profits percentage. Each holder of Preferred Units received an equal number of Invested Common Units. At December 31, 1999, issued and outstanding Invested Common Units, Callable Common Units, Promoted Common Units and Total Common Units were 3,860,000; 255,238; 527,012; and 4,642,250, respectively. Allocation of profits and losses/liquidation preference After giving effect to tax distributions, if any, paid to the members, the Company's net income is allocated to the members' capital accounts in the following priority: (i) to the Preferred Unit holders until the aggregate net income allocated equals the aggregate net losses previously allocated to the Preferred Unit holders; (ii) to the Preferred Unit holders in an amount equal to the cumulative preferred return; and (iii) to the members in accordance with their respective common profits percentages. Net losses of the Company, after giving effect to tax distributions, if any, paid to the members, are allocated to the members' capital accounts in the following priority: (i) to the members until the aggregate net losses allocated to the members' Common Units equals the aggregate net income previously allocated to the members with respect to their Common Units; (ii) to the members in proportion to their respective adjusted common capital account balances until the adjusted common account balances of all members have been reduced to zero; (iii) to the Preferred Unit holders until the aggregate net losses allocated to the Preferred Unit holders equals the excess, if any, of the sum of aggregate net income allocated to the Preferred Units over the amount of aggregate tax distributions and preferred return distributions made to the Preferred Unit holders; and (iv) to the Preferred Unit holders in proportion to their respective adjusted capital account balances until the adjusted capital account balances of all Preferred Unit holders have been reduced to zero. Upon a liquidation of the Company, after all the Company's liabilities have been paid, remaining proceeds shall be distributed as follows: (i) to the Preferred Unit holders in an amount equal to the lesser of such Preferred Unit holder's adjusted preferred capital contribution, and such Preferred Unit holders positive capital account balance; (ii) to the Common Unit holders in proportion to their positive capital account balances. Optional equity contributions On or prior to April 3, 2000, a member of the Company and director of Aurora Management, Inc., may at his option make additional capital contributions with an aggregate value of up to $900,000. During the first quarter of 2000, the capital contribution was made by the member. F-34
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AURORA COMMUNICATIONS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) On or prior to May 3, 2004, the Company's President, Chief Executive Officer and member, may make additional capital contributions at his option with an aggregate value of up to approximately $1,652,000. 10. Impact of Year 2000 (Unaudited) In late 1999, the Company completed its remediation and testing of systems. As a result of its planning and implementation efforts, the Company experienced no significant disruptions in mission critical information technology and non-information technology systems and believes those systems successfully responded to the Year 2000 date change. Costs incurred by the Company in connection with remediating its systems were immaterial. The Company is not aware of any material problems resulting from Year 2000 issues, either with the programming of its radio stations, its internal systems, or the products and services of third parties. The Company will continue to monitor its mission critical computer applications and those of its significant suppliers and vendors throughout the year 2000 to ensure that any latent Year 2000 matters that may arise are addressed promptly. 11. Subsequent Event (Unaudited) On March 24, 2000, the Company's members entered into an agreement to sell all the ownership interests in the Company to Nassau Broadcasting Partners, L.P. for approximately $185.0 million less long-term debt, consisting of approximately $150.0 million plus an ownership interest in Nassau Broadcasting Partners, L.P. The transaction is subject to various regulatory approvals. F-35
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INDEPENDENT AUDITORS' REPORT WEBE and WICC Radio Stations (Divisions of ML Media Partners, L.P.) We have audited the accompanying combined balance sheets of WEBE and WICC Radio Stations (Divisions of ML Media Partners, L.P.) (collectively, the "Combined Group") as of December 31, 1998 and 1997, and the related combined statements of operations and accumulated earnings (deficit), and cash flows for each of the three years in the period ended December 31, 1998. These financial statements are the responsibility of the Combined Group's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such combined financial statements present fairly, in all material respects, the financial position of WEBE and WICC Radio Stations (Divisions of ML Media Partners, L.P.) at December 31, 1998 and 1997, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1998 in conformity with generally accepted accounting principles. Deloitte & Touche LLP New York, New York August 27, 1999 F-38
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WEBE AND WICC RADIO STATIONS (Divisions of ML Media Partners, L.P.) COMBINED BALANCE SHEETS December 31, 1998 and 1997 [Download Table] 1998 1997 ----------- ----------- ASSETS CURRENT ASSETS: Cash and cash equivalents............................ $ 3,920,462 $ 555,002 Accounts receivable--trade, less allowance for doubtful accounts of $115,841 in 1998 and $78,572 in 1997................................................ 2,203,635 1,902,249 Prepaid barter expense............................... 49,776 84,342 Other current assets................................. 28,209 21,329 ----------- ----------- Total current assets............................... 6,202,082 2,562,922 ----------- ----------- PROPERTY: Building............................................. 76,368 76,368 Towers and antennas.................................. 751,881 750,096 Broadcasting equipment............................... 1,250,000 1,314,502 Furniture, fixtures and office equipment............. 388,981 385,457 Leasehold improvements............................... 155,232 155,232 Vehicles............................................. -- 20,790 ----------- ----------- Total.............................................. 2,622,462 2,702,445 Less accumulated depreciation and amortization....... 2,521,037 2,597,617 ----------- ----------- PROPERTY--Net.......................................... 101,425 104,828 ----------- ----------- OTHER ASSETS: Goodwill............................................. 14,777,376 14,777,376 Other intangible assets.............................. 761,624 761,624 ----------- ----------- Total.............................................. 15,539,000 15,539,000 Less accumulated amortization........................ 4,356,407 3,972,745 ----------- ----------- OTHER ASSETS--Net...................................... 11,182,593 11,566,255 ----------- ----------- TOTAL ASSETS........................................... $17,486,100 $14,234,005 =========== =========== LIABILITIES AND DIVISIONAL EQUITY CURRENT LIABILITIES: Accounts payable..................................... $ 31,278 $ 15,982 Deferred barter revenue.............................. 94,175 147,207 Accrued liabilities--other........................... 327,920 450,736 Payable to affiliates................................ 1,688,693 2,874,228 ----------- ----------- Total current liabilities.......................... 2,142,066 3,488,153 ----------- ----------- COMMITMENTS (Note 4) DIVISIONAL EQUITY: Division capital..................................... 4,500,000 4,500,000 Payable to affiliates................................ 5,244,248 4,869,581 Accumulated earnings................................. 5,599,786 1,376,271 ----------- ----------- Total.............................................. 15,344,034 10,745,852 ----------- ----------- TOTAL LIABILITIES AND DIVISIONAL EQUITY................ $17,486,100 $14,234,005 =========== =========== See notes to combined financial statements. F-39
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WEBE AND WICC RADIO STATIONS (Divisions of ML Media Partners, L.P.) COMBINED STATEMENTS OF OPERATIONS AND ACCUMULATED EARNINGS (DEFICIT) Years Ended December 31, 1998, 1997 and 1996 [Download Table] 1998 1997 1996 ----------- ----------- ----------- REVENUE: Local................................ $ 9,496,654 $ 9,063,957 $ 7,467,180 National............................. 2,777,925 2,194,956 1,753,774 Trades............................... 445,752 614,201 572,519 Other................................ 571,863 426,240 443,473 ----------- ----------- ----------- Total.............................. 13,292,194 12,299,354 10,236,946 Less commissions of agencies......... 1,632,323 1,478,419 1,223,346 ----------- ----------- ----------- NET REVENUE............................ 11,659,871 10,820,935 9,013,600 ----------- ----------- ----------- OPERATING EXPENSES BEFORE DEPRECIATION AND AMORTIZATION: Direct............................... 602,410 590,407 494,376 Technical............................ 240,970 231,854 247,733 Programming.......................... 990,498 994,339 816,721 News................................. 259,388 248,508 273,873 Selling.............................. 2,052,515 1,994,603 1,701,447 Promotion............................ 610,757 717,685 455,956 General and administrative........... 1,334,684 1,401,451 1,337,873 Corporate administrative............. 271,218 298,284 327,868 Management fee....................... 450,488 1,068,552 650,965 ----------- ----------- ----------- Total.............................. 6,812,928 7,545,683 6,306,812 ----------- ----------- ----------- OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION...................... 4,846,943 3,275,252 2,706,788 DEPRECIATION AND AMORTIZATION.......... (410,373) (538,887) (561,945) ----------- ----------- ----------- OPERATING INCOME....................... 4,436,570 2,736,365 2,144,843 INTEREST EXPENSE....................... (213,055) (204,363) (458,369) ----------- ----------- ----------- NET INCOME............................. 4,233,515 2,532,002 1,686,474 ACCUMULATED EARNINGS (DEFICIT), BEGINNING OF YEAR..................... 1,376,271 (1,155,731) (2,842,205) ----------- ----------- ----------- ACCUMULATED EARNINGS (DEFICIT), END OF YEAR.................................. $ 5,599,786 $ 1,376,271 $(1,155,731) =========== =========== =========== See notes to combined financial statements. F-40
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WEBE AND WICC RADIO STATIONS (Divisions of ML Media Partners, L.P.) COMBINED STATEMENTS OF CASH FLOWS Years Ended December 31, 1998, 1997 and 1996 [Download Table] 1998 1997 1996 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income............................... $4,223,515 $2,532,002 $1,686,474 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation........................... 26,711 95,760 118,104 Amortization........................... 383,662 443,127 443,841 Bad debt expense....................... 56,026 45,336 64,633 Changes in operating assets (increase) decrease: Accounts receivable.................. (357,412) (248,784) (269,555) Prepaid barter expense............... 34,566 43,014 (126,011) Other current assets................. (6,880) 18,937 (9,605) Changes in operating liabilities increase (decrease): Accounts payable and other accrued liabilities......................... (107,519) (116,776) (40,514) Deferred barter revenue.............. (53,032) 22,766 124,258 ---------- ---------- ---------- Net cash provided by operating activities........................ 4,199,637 2,835,382 1,991,625 ---------- ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES-- Capital expenditures..................... (23,309) (29,663) (16,419) ---------- ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES-- Net decrease in payable to parent and affiliates.............................. (810,868) (3,135,510) (1,332,044) ---------- ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............................... 3,365,460 (329,791) 643,162 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR...................................... 555,002 884,793 241,631 ---------- ---------- ---------- CASH AND CASH EQUIVALENTS, END OF YEAR..... $3,920,462 $ 555,002 $ 884,793 ========== ========== ========== See notes to combined financial statements. F-41
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WEBE AND WICC RADIO STATIONS (Divisions of ML Media Partners, L.P.) NOTES TO COMBINED FINANCIAL STATEMENTS Years Ended December 31, 1988, 1997 and 1996 1. ORGANIZATION, OWNERSHIP AND OPERATIONS WEBE and WICC radio stations (collectively, the "Combined Group") are divisions of ML Media Partners, L.P. ("ML"). Both of the radio stations are located in Fairfield County, Connecticut. Based upon regular assessments of the Combined Group's operations performed by key management, the Combined Group has determined that is reportable segment is commercial radio broadcasting. The economic characteristics, services, production process, customer type and distribution methods for the Combined Group's two radio statements are substantially similar and have therefore been aggregated as one reportable segment. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Combination--The accompanying combined financial statements include the accounts of the Combined Group. All significant intercompany balances and transactions have been eliminated in combination. Property--Property is stated at cost less accumulated depreciation and amortization. Leasehold improvements are amortized over their estimated useful lives or the length of the lease, whichever is shorter. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: [Download Table] Years ----- Buildings............................................................ 20-30 Towers and antennas.................................................. 7-20 Broadcasting equipment............................................... 7-8 Furniture, fixtures, and office equipment............................ 3-7 Vehicles............................................................. 5 Asset Impairment--The individual entities within the Combined Group assess the impairment of their respective long-lived assets on a regular basis or immediately upon the occurrence of a significant event in the marketplace or an event that directly impacts such assets. The methodology varies depending on the type of asset but typically consists of comparing the net book value of the asset to either: (1) the undiscounted expected future cash flows generated by the asset, and/or (2) the current market values obtained from industry sources. If the net book value of a particular asset is materially higher than the estimated net realizable value, and the asset is considered to be permanently impaired, the radio stations will write down the net book value of the asset accordingly. The Combined Group relies on industry sources and its experience in the particular marketplace to determine whether an asset impairment is other than temporary. As of December 31, 1998, based on the opinion of management, no such impairments had occurred. Intangible Assets--Intangible assets consist of advertiser lists, favorable market area, favorable program format, permits, agreements, contracts, goodwill and organizational costs which are stated at cost, less accumulated amortization, as determined by management for WICC and by independent appraisals for WEBE. These intangible assets are being amortized over the shorter of their respective expiration dates for 40 years. Revenue Recognition--Local and national advertising revenues are recorded when the corresponding commercials spots are aired. F-42
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WEBE AND WICC RADIO STATIONS (Divisions of ML Media Partners, L.P.) NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued) Years Ended December 31, 1998, 1997 and 1996 Barter Transactions--As is customary in the broadcasting industry, the Combined Group engages in the bartering of commercial air time for various goods and services. The goods and services are capitalized or expensed as appropriate, when received or utilized. Revenues are recognized when the commercial spots are aired. At December 31, 1998 and 1997, the Combined Group had deferred barter revenue (net of prepaid barter expense) of $44,399 and $62,865, respectively. During 1998, 1997 and 1996 the Combined Group had expenses of $424,287, $676,288 and $597,548, respectively, and revenues of $445,752, $614,201 and $572,519, respectively, in connection with barter transactions. Cash Equivalents--Cash equivalents represent liquid investments with an original maturity of 90 days or less. Use of Estimates--The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. ALLOCATED BORROWINGS On July 19, 1989, ML and Wincom Broadcasting Corporation and its wholly- owned subsidiary Win Communications, Inc. (collectively, "Wincom" which is wholly-owned by ML) entered into an amended and restated credit, security and pledge agreement (the "Wincom-WEBE-WICC Loan") with Chemical Bank (currently doing business as Chase Manhattan Bank and subsequently referred to herein as "Chase") which was used to replace and repay other debt agreements and finance the acquisition of WICC. The Combined Group has been allocated a portion of the Wincom-WEBE-WICC Loan based on each station's percentage of broadcast cashflow to the total broadcast cash flow of Wincom Communications and WEBE and WICC. The Combined Group's allocated portion of the related obligations was $1,688,693 and $2,874,228 at December 31, 1998 and 1997, respectively and is included in payable to affiliates--current on the combined balance sheets. The Wincom-WEBE-WICC Loan was structured as a revolving credit line that provided for borrowings of up to $35,000,000 through December 31, 1990. The Wincom-WEBE-WICC Loan converted to a term loan on December 31, 1990. Principal payments were scheduled to commence on March 31, 1991 and to continue quarterly through June 30, 1997. ML, if no event of default had occurred, had options to elect to pay interest on the Wincom-WEBE-WICC Loan based upon the bank's reference rate or London Interbank Offered Rates, plus applicable margins. As a result of defaults under the Wincom-WEBE-WICC Loan, the lender has restricted interest rate options to reference rate only. The Wincom-WEBE-WICC Loan required that the Wincom-WEBE-WICC group maintain minimum covenant levels of certain ratios such as debt to operating profit and debt service coverage, and restrict such items as: cash disbursements; the payment of management fees; distributions or dividends; additional indebtedness; or asset sales by or at Wincom, WEBE or WICC. The Wincom-WEBE-WICC Loan also included other standard and usual loan covenants. Borrowings under the Wincom-WEBE-WICC Loan were nonrecourse to ML and are collateralized with substantially all of the assets of the Wincom-WEBE-WICC Group. F-43
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WEBE AND WICC RADIO STATIONS (Divisions of ML Media Partners, L.P.) NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued) Years Ended December 31, 1998, 1997 and 1996 On July 30, 1993, ML and Chase executed a Second Amendment to the Wincom- WEBE-WICC Loan (the "Restructuring Agreement"), effective January 1, 1993, which cured all previously outstanding defaults pursuant to the Wincom-WEBE- WICC Loan. In addition, as part of the restructuring process, ML agreed to sell substantially all of the assets of Indianapolis Stations owned by Wincom, WRZX- FM and WCKN-AM. Such sale was consummated on October 1, 1993. The Restructuring Agreement provided for the outstanding principal and interest due Chase as of December 31, 1992 (approximately $24.7 million and $2.0 million, respectively) to be divided into three notes as follows: a Series A Term Loan in the amount of $13 million; a Series B Term Loan in the amount of approximately $11.7 million; and a Series C Term Loan in the amount of approximately $2.0 million. As a result of the payment of the Series B Term Loan from the net proceeds of the sale of the Indianapolis Stations exceeding $6 million (described above), the full principal amount of the Series C Term Loan was forgiven by Chase on October 1, 1993 pursuant to the terms of the Restructuring Agreement. The Series A Term Loan was paid in full as of December 31, 1998. On January 28, 1999, the remaining principal and interest of the Series B term loan was paid in full. The Combined Group's allocated portion of this loan is included in payable to affiliates - current on the combined balances sheets. 4. OPERATING LEASES The Combined Group leases broadcast facilities and certain other equipment under operating lease agreements. Several of the leases contain renewal options and require payment for real estate taxes and other operating costs. Minimum future rental commitments at December 31, 1998 under all noncancelable operating leases in excess of one year, are as follows: [Download Table] Year Amount ---- -------- 1999.............................................................. $205,656 ======== Total rent expense for the years ended December 31, 1998, 1997 and 1996 was $210,906, $256,902 and $355,232, respectively. 5. INCOME TAXES As operating divisions of ML, WEBE, and WICC are included in the tax returns of ML. ML is not subject to income taxes because all income and expenses are allocated to the individual partners of ML for inclusion in their respective tax returns. Accordingly, no income tax provision is recorded for WEBE and WICC in the accompanying combined statements of operations. 6. RELATED PARTY TRANSACTIONS The payable to affiliates represents the amount payable by the Combined Group, principally to ML. ML does not assess interest to the Combined Group on its outstanding intercompany balances. F-44
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WEBE AND WICC RADIO STATIONS (Divisions of ML Media Partners, L.P.) NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued) Years Ended December 31, 1998, 1997 and 1996 The Combined Group is charged management fees by ML. These fees amounted to $450,488, $1,068,552 and $650,965 in 1998, 1997 and 1996, respectively. The Combined Group also incurred corporate administrative fees to RP Radio LLC., (which took over management of the radio station in 1996). Amounts incurred in 1998, 1997 and 1996 were $271,218, $298,284 and $327,868, respectively. The activity in the payable to affiliates account for the years ended December 31, 1998, 1997, and 1996 is as follows: [Download Table] 1998 1997 1996 ---------- ---------- ---------- Balance, beginning of year............... $4,869,581 $3,579,610 $3,044,486 Transfers from ML and affiliates--net.... 374,667 1,289,971 535,124 ---------- ---------- ---------- Balance, end of year..................... $5,244,248 $4,869,581 $3,579,610 ========== ========== ========== 7. FAIR VALUE OF FINANCIAL INSTRUMENTS SFAS No. 107, Disclosures about Fair Value of Financial Instruments, requires companies to report the fair value of certain on- and off-balance- sheet assets and liabilities which are defined as financial instruments. Assets, including cash and cash equivalents and accounts receivable, and liabilities, such as accounts payable and amounts payable to parent and affiliates, are carried at amounts which approximate fair value. 8. SUBSEQUENT EVENT On April 22, 1999, ML Media Partners L.P. entered into an asset purchase agreement to sell the assets of WEBE and WICC for $66 million. The effective closing date for this transaction is August 31, 1999. F-45
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INDEPENDENT AUDITORS' REPORT To the Trustee Capstar Trust We have audited the accompanying balance sheet of Capstar Trust (a trust) as of October 26, 1999, and the related statements of operations and beneficiaries' equity and cash flows for the period of January 1, 1999 to October 26, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Capstar Trust as of October 26, 1999, and the results of its operations and its cash flows for the period of January 1, 1999 to October 26, 1999 in conformity with generally accepted accounting principles. Weeks Holderbaum Huber & DeGraw LLP January 21, 2000 F-46
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CAPSTAR TRUST BALANCE SHEET October 26, 1999 [Download Table] ASSETS Current Assets: Cash and cash equivalents....................................... $ 567,697 Accounts receivable, less allowance for doubtful accounts of $71,838........................................................ 585,355 Other current assets............................................ 31,350 ------------ Total Current Assets.......................................... 1,184,402 Property, Plant and Equipment--Net................................ 1,943,749 Intangible Assets--Net............................................ 7,464,336 Security Deposits................................................. 2,005 ------------ Total assets...................................................... $ 10,594,492 ============ LIABILITY AND BENEFICIARIES' EQUITY Current Liability: Accounts payable and accrued expenses........................... $ 247,834 Beneficiaries' Equity........................................... 10,346,658 ------------ Total liabilities and beneficiaries' equity................... $ 10,594,492 ============ The Notes to Financial Statements are an Integral Part of this Statement F-47
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CAPSTAR TRUST STATEMENT OF OPERATIONS AND BENEFICIARIES' EQUITY For the period of January 1, 1999 to October 26, 1999 [Download Table] Revenues: Broadcast revenue................................................ $ 3,578,756 Less: agency commissions......................................... (249,121) ----------- Net Broadcast Revenue.......................................... 3,329,635 Other Non-broadcast Revenue...................................... 7,734 ----------- Total Revenue.................................................. 3,337,369 Expenses: Programming and technical........................................ 638,370 Sales and advertising............................................ 1,096,967 Administrative................................................... 640,153 ----------- Total Expenses................................................. 2,375,490 ----------- Income from Operations............................................. 961,879 Other (Income) Expenses: Depreciation..................................................... 144,592 Amortization..................................................... 172,174 Other expenses................................................... 47,693 Interest income.................................................. (13,731) ----------- Total Other (Income) Expenses.................................. 350,728 ----------- Net Income......................................................... 611,151 Beneficiaries' Equity at Beginning of Period....................... 10,485,507 Distributions to Beneficiary....................................... (750,000) ----------- Beneficiaries' Equity at End of Period............................. $10,346,658 =========== The Notes to Financial Statements are an Integral Part of this Statement F-47--1
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CAPSTAR TRUST STATEMENT OF CASH FLOWS For the period of January 1, 1999 to October 26, 1999 [Download Table] Cash Flows From Operating Activities: Net income....................................................... $ 611,151 Adjustments to Reconcile Net income to Net Cash Provided by Operating Activities: Depreciation and amortization.................................... 316,766 Bad debt (recovery).............................................. (41,519) Increase in accounts receivable.................................. (74,106) Decrease in other current asset.................................. 6,553 Increase in accounts payable..................................... 158,874 --------- Total Adjustments.............................................. 366,568 --------- Net cash provided by operating activities.......................... 977,719 Cash Flows From Investing Activities: Purchase of property and equipment............................... (159,953) Cash Flows from Financing Activities: Distributions to beneficiary..................................... (750,000) --------- Net Increase in Cash and Cash Equivalents.......................... 67,766 Cash and Cash Equivalents at Beginning of Period................... 499,931 --------- Cash and Cash Equivalents at End of Period......................... $ 567,697 ========= The Notes to Financial Statements are an Integral Part of this Statement F-47--2
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CAPSTAR TRUST NOTES TO FINANCIAL STATEMENTS NOTE 1--SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Business Capstar Trust (the Company) operates several radio stations in the Danbury, Connecticut area. The Company commenced operations on May 29, 1999 upon the contribution of the assets by the grantor. The Company derives its revenue primarily from the sale of radio advertising. Contribution of Assets On May 29, 1999, Capstar Broadcasting Corporation (the Grantor) contributed all of the rights, title, interest and obligations in all of the assets, properties, contracts, leases and agreements of four radio stations known by the call letters WRKI, WAXB, WPUT and WINE to the Trust. Revenue Recognition Broadcasting operations derive revenue primarily from the sale of program time and commercial announcements to local, regional and national advertisers. Revenue is recognized when the program and commercial announcements are broadcast. Advertising Costs The Company incurs various marketing and promotional costs to add and maintain listenership. These are expensed as incurred. Use of Estimates The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from those estimates. Concentration of Credit Risk The Company maintains balances in a money market fund. Such balances are not FDIC insured. The Company periodically maintains cash balances in excess of the FDIC insurance limit in its financial institution. The radio broadcasting industry is subject to federal regulation by the Federal Communications Commission. These governmental regulations and policies could change over time and there can be no assurance that such changes would not have a material impact upon the Company. The Company's revenue and accounts receivable primarily relates to advertising of products and services within the radio stations' broadcast areas. The Company performs ongoing credit evaluations of its customers' financial condition and, generally requires no collateral from its customers. Credit losses have been within management's expectations and adequate allowances for any uncollectible accounts receivable are maintained. F-47--3
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CAPSTAR TRUST NOTES TO FINANCIAL STATEMENTS--(Continued) Property and Equipment The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the lesser of the term of the related lease or the estimated useful lives of the assets. Depreciation is computed on the straight-line method for financial reporting purposes and double declining balance method for income tax purposes. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. The useful lives of property and equipment for purposes of computing depreciation are: [Download Table] Office equipment.............................................. 3-7 years Studio equipment.............................................. 7-10 years Leasehold improvements........................................ 10-20 years Buildings and broadcast tower................................. 20 years Income Taxes The Company is treated as a grantor trust for tax purposes. Accordingly, the items of income, loss and credit are taxed directly to the beneficiary. Cash Flows For purposes of the statement of cash flows, cash equivalents include time deposits, certificates of deposits, and all highly liquid debt instruments with original maturities of three months or less. There were no cash payments for interest and income taxes. Barter Transactions The Company barters unsold advertising time for products and services. Such transactions are recorded at the estimated fair value of the products or services received. Barter revenue is recorded when commercials are broadcast, and related expenses are recorded when the bartered product or service is used. The fair value of barter and trade-out transactions is included in broadcasting revenue and broadcasting expense. Barter transactions charged to operations were as follows: [Download Table] Trade sales....................................................... $ 484,938 Trade expense..................................................... (526,372) --------- Net Trade Out................................................... $ (41,434) ========= F-47--4
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CAPSTAR TRUST NOTES TO FINANCIAL STATEMENTS--(Continued) NOTE 2--PROPERTY, PLANT AND EQUIPMENT Property and equipment consisted of the following at October 26, 1999: [Download Table] Land, building and improvements.................................. $ 999,636 Vehicles......................................................... 3,290 Studio and transmission equipment................................ 1,206,141 Office equipment and fixtures.................................... 193,599 ---------- Total.......................................................... 2,402,666 Less: accumulated depreciation (458,917) ---------- Net Property and Equipment....................................... $1,943,749 ========== Depreciation expense changed to operations amounted to $144,592 for the period. NOTE 3--INTANGIBLE ASSETS Intangible assets consisted of the following at October 26, 1999: [Download Table] Amortization Period ------------ FCC license......................................... 40 years $8,003,448 Goodwill............................................ 40 years 32,000 Favorable lease..................................... 9 years 56,108 -------- ---------- Total............................................... 8,091,556 Less: accumulated amortization...................... (627,220) -------- ---------- Net Intangible Assets............................... $7,464,336 ======== ========== Amortization expense changed to operations amounted to $172,174 for the period. The Company periodically evaluates intangible assets for potential impairment by analyzing the operating results, future cash flows on an undiscounted basis, trends and prospects of the Company's stations, as well as by comparing them to their competitors. The Company also takes into consideration recent acquisition patterns within the broadcast industry, the impact of recently enacted or potential FCC rules and regulations and any other events or circumstances which might indicate potential impact. At this time, in the opinion of management, no impairment has occurred. NOTE 4--COMMITMENTS Operating Leases The Company leases office equipment under an operating lease expiring in 2003. The Company also leases various tower facilities under operating leases which do not currently have a definitive expiration date. F-47--5
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CAPSTAR TRUST NOTES TO FINANCIAL STATEMENTS--(Continued) The Company also contracts for a variety of services and equipment through short term agreements and leases under cash or barter arrangements. These agreements and leases are renewed or replaced at the end of their term at the discretion of management. Minimum future rentals under noncancelable operating leases having remaining terms in excess of one year for each of the next five years and in the aggregate are as follows: [Download Table] Year ended October 26, 2000............................................................ $ 233,765 2001............................................................ 144,928 2002............................................................ 141,832 2003............................................................ 150,066 2004............................................................ 50,793 --------- Total Minimum Lease Payments.................................. $ 721,384 ========= NOTE 6--PENSION PLAN The Company has a 401(k) Profit Sharing Plan covering all full time employees meeting eligibility requirements. The Company matches fifty percent of the employees contributions up to six percent of compensation. For the period ended October 26, 1999, the Company contributed $14,148. NOTE 7--SUBSEQUENT SALE OF CAPSTAR TRUST On October 27, 1999, the assets, excluding cash, and equivalents, and accounts receivable, of the Capstar Trust were purchased by Aurora Communications, LLC. The gross proceeds from the sale were $11,273,787. F-47--6
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INDEPENDENT AUDITORS' REPORT To the Trustee Capstar Trust We have audited the accompanying balance sheet of Capstar Trust (a trust) as of December 31, 1998, and the related statements of operations and beneficiaries' equity and cash flows for the period May 29, 1998 (date of inception) to December 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Capstar Trust as of December 31, 1998, and the results of its operations and its cash flows for the period of May 29, 1998 (date of inception) to December 31, 1998 in conformity with generally accepted accounting principles. Weeks Holderbaum Huber & DeGraw LLP February 11, 1999 (except for Note 7, as to which the date is October 27, 1999) F-47--7
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CAPSTAR TRUST BALANCE SHEET December 31, 1998 [Download Table] ASSETS Current Assets: Cash and cash equivalents........................................ $ 499,931 Accounts receivable, less allowance for doubtful accounts of $113,357........................................................ 469,730 Other current assets............................................. 37,903 ----------- Total Current Assets........................................... 1,007,564 Property, Plant and Equipment--Net................................. 1,927,705 Intangible Assets--Net............................................. 7,637,193 Security Deposits.................................................. 2,005 ----------- TOTAL ASSETS..................................................... $10,574,467 =========== LIABILITY AND BENEFICIARIES' EQUITY Current Liability: Accounts payable and accrued expenses............................ 88,960 Beneficiaries' Equity............................................ 10,485,507 ----------- TOTAL LIABILITIES AND BENEFICIARIES' EQUITY.................... $10,574,467 =========== The Notes to Financial Statements are an Integral Part of this Statement F-47--8
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CAPSTAR TRUST STATEMENT OF OPERATIONS AND BENEFICIARIES' EQUITY For the period of May 29, 1998 (date of inception) to December 31, 1998 [Download Table] Revenues: Broadcast revenue................................................ $ 2,329,270 Less: agency commissions......................................... (155,879) ----------- Net Broadcast Revenue.......................................... 2,173,391 Other Non-broadcast Revenue...................................... 6,016 Total Revenue.................................................. 2,179,407 Expenses: Programming and technical........................................ 398,393 Sales and advertising............................................ 807,306 Administrative................................................... 420,998 ----------- Total Expenses................................................. 1,626,697 ----------- Income from Operations............................................. 552,710 Other (Income) Expenses: Corporate Expense................................................ 33,112 Depreciation..................................................... 87,606 Amortization..................................................... 121,236 Interest income.................................................. (8,348) ----------- Total Other (Income) Expenses.................................. 233,606 ----------- Net Income......................................................... 319,104 Beneficiaries' Equity at Beginning of Period....................... -- Contributed Capital................................................ 10,416,403 Distributions to Beneficiary....................................... (250,000) ----------- Beneficiaries' Equity at End of Period............................. $10,485,507 =========== The Notes to Financial Statements are an Integral Part of this Statement F-47--9
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CAPSTAR TRUST STATEMENT OF CASH FLOWS For the period May 29, 1998 (date of inception) to December 31, 1998 [Download Table] Cash Flows From Operating Activities: Net income....................................................... $ 319,104 Adjustments to Reconcile Net income to Net Cash Provided by Operating Activities: Depreciation and amortization.................................. 208,842 Bad debt provision (recovery).................................. 20,009 Decrease in accounts receivable................................ 173,358 Increase in other current assets............................... (22,785) Payment of security deposits................................... (380) Increase in accounts payable................................... 88,960 ----------- Total Adjustments............................................ 468,004 ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES.................... 787,108 Cash Flows From Investing Activities: Organization costs............................................. (3,442) Purchase of property and equipment............................. (34,535) ----------- NET CASH USED BY INVESTING ACTIVITIES........................ (37,977) Cash Flows from Financing Activities: Payment of distribution to beneficiary......................... (250,000) ----------- Net Increase in Cash and Cash Equivalents...................... 499,131 Cash and Cash Equivalents at Beginning of Period............... 800 ----------- Cash and Cash Equivalents at End of Period..................... $ 499,931 =========== Summary of Noncash Financing Activities: Contribution of assets by grantor.............................. $10,416,403 =========== The Notes to Financial Statements are an Integral Part of this Statement F-47--10
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CAPSTAR TRUST NOTES TO FINANCIAL STATEMENTS NOTE 1--SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Business Capstar Trust (the Company) operates several radio stations in the Danbury, Connecticut area. The Company commenced operations on May 29, 1998 upon the contribution of the assets by the grantor. The Company derives its revenue primarily from the sale of radio advertising. Contribution of Assets On May 29, 1998, Capstar Broadcasting Corporation (the Grantor) contributed all of the rights, title, interest and obligations in all of the assets, properties, contracts, leases and agreements of four radio stations known by the call letters WRKI, WAXB, WPUT and WINE to the Trust. Revenue Recognition Broadcasting operations derive revenue primarily from the sale of program time and commercial announcements to local, regional and national advertisers. Revenue is recognized when the program and commercial announcements are broadcast. Advertising Costs The Company incurs various marketing and promotional costs to add and maintain listenership. These are expensed as incurred. Use of Estimates The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from those estimates. Concentration of Credit Risk The Company maintains balances in a money market fund. Such balances are not FDIC insured. The Company periodically maintains cash balances in excess of the FDIC insurance limit in its financial institution. The radio broadcasting industry is subject to federal regulation by the Federal Communications Commission. These governmental regulations and policies could change over time and there can be no assurance that such changes would not have a material impact upon the Company. The Company's revenue and accounts receivable primarily relates to advertising of products and services within the radio stations' broadcast areas. The Company performs ongoing credit evaluations of its customers' financial condition and, generally requires no collateral from its customers. Credit losses have been within management's expectations and adequate allowances for any uncollectible accounts receivable are maintained. F-47--11
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CAPSTAR TRUST NOTES TO FINANCIAL STATEMENTS--(Continued) Property and Equipment The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the lesser of the term of the related lease or the estimated useful lives of the assets. Depreciation is computed on the straight-line method for financial reporting purposes and double declining balance method for income tax purposes. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. The useful lives of property and equipment for purposes of computing depreciation are: [Download Table] Office equipment................................................. 3-7 years Studio equipment................................................. 7-10 years Leasehold improvements........................................... 10-20 years Buildings and broadcast tower.................................... 20 years Income Taxes The Company is treated as a grantor trust for tax purposes. Accordingly, the items of income, loss and credit are taxed directly to the beneficiary. Cash Flows For purposes of the statement of cash flows, cash equivalents include time deposits, certificates of deposits, and all highly liquid debt instruments with original maturities of three months or less. Cash paid for interest and income taxes are as follows: [Download Table] Interest............................................................... $ -- Income taxes........................................................... -- Barter Transactions The Company barters unsold advertising time for products and services. Such transactions are recorded at the estimated fair value of the products or services received. Barter revenue is recorded when commercials are broadcast, and related expenses are recorded when the bartered product or service is used. The fair value of barter and trade-out transactions is included in broadcasting revenue and broadcasting expense. Barter transactions charged to operations were as follows: [Download Table] Trade sales....................................................... $ 359,909 Trade expense..................................................... (423,317) --------- Net Trade Out................................................... $ (63,408) ========= F-47--12
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CAPSTAR TRUST NOTES TO FINANCIAL STATEMENTS--(Continued) NOTE 2--PROPERTY, PLANT AND EQUIPMENT Property and equipment consisted of the following at December 31, 1998: [Download Table] Land, building and improvements.................................. $ 992,917 Vehicles......................................................... 3,290 Studio and transmission equipment................................ 1,124,535 Office equipment and fixtures.................................... 121,971 ---------- Total.......................................................... 2,242,713 Less: accumulated depreciation................................... (315,008) ---------- Net Property and Equipment....................................... $1,927,705 ========== Depreciation charged to operations amounted to $87,606. NOTE 3--INTANGIBLE ASSETS Intangible assets consisted of the following at December 31, 1998: [Download Table] FCC license...................................................... $8,003,448 Goodwill......................................................... 32,000 Favorable lease.................................................. 56,108 Organization costs............................................... 3,442 ---------- Total.......................................................... 8,094,998 Less: accumulated amortization................................... (457,805) ---------- $7,637,193 ========== Amortization charged to operations amount to $121,236. The Company periodically evaluates intangible assets for potential impairment by analyzing the operating results, future cash flows on an undiscounted basis, trends and prospects of the Company's stations, as well as by comparing them to their competitors. The Company also takes into consideration recent acquisition patterns within the broadcast industry, the impact of recently enacted or potential FCC rules and regulations and any other events or circumstances which might indicate potential impact. At this time, in the opinion of management, no impairment has occurred. Note 4--Commitments Operating Leases The Company leases office equipment under an operating lease expiring in 2003. The Company also leases various tower facilities under operating leases which do not currently have a definitive expiration date. F-47--13
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CAPSTAR TRUST NOTES TO FINANCIAL STATEMENTS--(Continued) The Company also contracts for a variety of services and equipment through short term agreements and leases under cash or barter arrangements. These agreements and leases are renewed or replaced at the end of their term at the discretion of management. Note 3--Intangible Assets Intangible assets consisted of the following at December 31, 1998: [Download Table] FCC license...................................................... $8,003,448 Goodwill......................................................... 32,000 Favorable lease.................................................. 56,108 Organization costs............................................... 3,442 ---------- Total.......................................................... 8,094,998 Less: accumulated amortization................................... (457,805) ---------- Net Intangible Assets............................................ $7,637,193 ========== Amortization charged to operations amounted to $121,236. The Company periodically evaluates intangible assets for potential impairment by analyzing the operating results, future cash flows on an undiscounted basis, trends and prospects of the Company's stations, as well as by comparing them to their competitors. The Company also takes into consideration recent acquisition patterns within the broadcast industry, the impact of recently enacted or potential FCC rules and regulations and any other events or circumstances which might indicate potential impact. At this time, in the opinion of management, no impairment has occurred. Note 4--Commitments Operating Leases The Company leases office equipment under an operating lease expiring in 2003. The Company also leases various tower facilities under an operating lease which do not currently have a definitive expiration date. The Company also contracts for a variety of services and equipment through short term agreements and leases under cash or barter arrangements. These agreements and leases are renewed or replaced at the end of their term at the discretion of management. F-47--14
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INDEPENDENT AUDITORS' REPORT To the Members Westchester Radio, LLC We have audited the accompanying balance sheet of Westchester Radio, LLC (a limited liability company) as of October 26, 1999, and the related statements of operations and members' deficiency and cash flows for the period of January 1, 1999 to October 26, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Westchester Radio, LLC as of October 26, 1999, and the results of its operations and its cash flows for the period of January 1, 1999 to October 26, 1999 in conformity with generally accepted accounting principles. Weeks Holderbaum Huber & DeGraw LLP January 4, 2000 F-48
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WESTCHESTER RADIO, LLC BALANCE SHEET October 26, 1999 [Download Table] ASSETS CURRENT ASSETS: Cash and cash equivalents...................................... $ 256,496 Accounts receivable, less allowance for doubtful accounts of $55,000....................................................... 836,822 Other current assets........................................... 20,428 ------------ Total current assets......................................... 1,113,746 PROPERTY, PLANT AND EQUIPMENT--NET............................... 2,440,304 Intangible assets--net......................................... 18,178,136 Security deposits.............................................. 7,732 ------------ Total assets................................................. $ 21,739,918 ============ LIABILITY AND MEMBERS' DEFICIENCY CURRENT LIABILITIES: Current maturities of long-term debt........................... $ 1,963,873 Accounts payable and accrued expenses.......................... 406,761 ------------ Total current liabilities.................................... 2,370,634 LONG-TERM DEBT................................................... 38,167,660 MEMBERS' DEFICIENCY.............................................. (18,798,376) ------------ TOTAL LIABILITIES AND MEMBERS' DEFICIENCY.................... $ 21,739,918 ============ The Notes to Financial Statements are an Integral Part of this Statement F-49
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WESTCHESTER RADIO, LLC STATEMENT OF OPERATIONS AND MEMBERS' DEFICIENCY For the Period of January 1, 1999 to October 26, 1999 [Download Table] Revenues: Broadcast revenue.............................................. $ 4,228,178 Less: agency commissions....................................... (396,621) ------------ Net broadcast revenue........................................ 3,831,557 Other non broadcast revenue...................................... 120,071 ------------ Total revenue................................................ 3,951,628 Expenses: Programming and technical...................................... 623,392 Sales and advertising.......................................... 1,133,766 Administrative................................................. 899,211 ------------ Total expenses............................................... 2,656,369 ------------ Income from operations........................................... 1,295,259 Other (income) expenses: Partnership administration..................................... 204,584 Depreciation................................................... 124,838 Amortization................................................... 783,090 Loss on impairment of intangible assets........................ 13,250,000 Interest expense............................................... 3,376,846 Interest income................................................ (6,851) ------------ Total other (income) expenses................................ 17,732,507 ------------ NET LOSS..................................................... (16,437,248) Members' deficiency at beginning of period....................... (2,361,128) ------------ Members' deficiency at end of period............................. $(18,798,376) ============ The Notes to Financial Statements are an Integral Part of this Statement F-50
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WESTCHESTER RADIO, LLC STATEMENT OF CASH FLOWS For the Period of January 1, 1999 to October 26, 1999 [Download Table] Cash flows from operating activities: Net loss........................................................ $(16,437,248) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization................................. 907,928 Loss on impairment of intangible assets....................... 13,250,000 Noncash interest accrued on long-term obligations............. 1,740,921 Decrease in accounts receivable............................... 135,340 Decrease in other current assets.............................. 25,590 Increase in accounts payable.................................. 97,699 Recovery of security deposits................................. 695 ------------ Total adjustments........................................... 16,158,173 ------------ Net cash used by operating activities....................... (279,075) Cash flows from investing activities: Purchase of property and equipment............................ (81,496) Cash flows from financing activities: Proceeds from member loans.................................... 1,359,548 Repayment of bank loans....................................... (937,500) Principle payments on installment obligation.................. (2,952) ------------ Net cash provided by financing activities................... 419,096 NET INCREASE IN CASH AND CASH EQUIVALENTS................... 58,525 Cash and cash equivalents at beginning of period................ 197,971 ------------ Cash and cash equivalents at end of period...................... $ 256,496 ============ The Notes to Financial Statements are an Integral Part of this Statement F-51
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WESTCHESTER RADIO, LLC NOTES TO FINANCIAL STATEMENTS NOTE 1--SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Business Westchester Radio, LLC (the Company) operates several radio stations in Westchester County, New York. The Company commenced operations on April 2, 1999 with the contribution of the assets of WFAS-FM, WFAS-AM and WZZN-FM from Commodore Media of Westchester, Inc. The Company derives its revenue primarily from the sale of radio advertising. Acquisition of Assets On April 2, 1999, the Company acquired the net assets and FCC license of WFAS-FM, WFAS-AM and WZZN-FM (the Stations) from Commodore Media of Westchester, Inc. in a business combination accounted for as a purchase. The total cost of the acquisition was $35,500,000, which exceeded the fair value of the net assets of the stations by $32,332,961, which has been allocated to the stations FCC license and goodwill. The excess is being amortized on the straight line method over forty years. (See note 3 and 9) Revenue Recognition Broadcasting operations derive revenue primarily from the sale of program time and commercial announcements to local, regional and national advertisers. Revenue is recognized when the program and commercial announcements are broadcast. Advertising Costs The Company incurs various marketing and promotional costs to add and maintain listenership. These costs are expensed as incurred. Use of Estimates The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from those estimates. Concentration of Credit Risk In the ordinary course of business, the Company maintains cash balances in a money market fund. Such balances are not FDIC insured. The Company periodically maintains cash balances with financial institutions in excess of the $100,000 FDIC insurance limit. The Company's business activity is with customers located within the immediate geographic area. Blocks of advertising time are generally sold on credit on standard business terms. The Company's revenue and accounts receivable primarily relates to advertising of products and services within the radio stations' broadcast areas. The Company performs ongoing credit evaluations of its F-52
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WESTCHESTER RADIO, LLC NOTES TO FINANCIAL STATEMENTS--(Continued) customers' financial condition and generally requires no collateral from its customers. Credit losses have been within management's expectations and adequate allowances for any uncollectible accounts receivables are maintained. The radio broadcasting industry is subject to federal regulation by the Federal Communications Commission. These governmental regulations and policies could change over time and there can be no assurance that such changes would not have a material impact upon the Company. Property and Equipment The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the lesser of the term of the related lease or the estimated useful lives of the assets. Depreciation is computed on the straight line method for financial reporting purposes and double declining balance method for income tax purposes. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. The useful lives of property and equipment for purposes of computing depreciation are: [Download Table] Office equipment................................................. 5-7 years Studio equipment................................................. 7 years Building, leasehold improvements and tower....................... 10-40 years Debt Acquisition Costs Legal and banking fees and other expenses associated with acquisition of the bank financing are being amortized using the interest method over the term of the underlying note. Amortization expense charged to operations for the period was $109,487. Income Taxes The Company, a limited liability company, has elected to be treated as a partnership for income tax purposes. Accordingly, the items of income, loss and credit are taxed directly to the members. Cash Flows For purposes of the statement of cash flows, cash equivalents include time deposits, certificates of deposits, and all highly liquid debt instruments with original maturities of three months or less. Cash paid for interest and income taxes are as follows: [Download Table] Interest.......................................................... $1,458,846 Income taxes...................................................... -- F-53
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WESTCHESTER RADIO, LLC NOTES TO FINANCIAL STATEMENTS--(Continued) Barter Transactions The Company barters unsold advertising time for products and services. Such transactions are recorded at the estimated fair value of the products or services received. Barter revenue is recorded when commercials are broadcast and related expenses are recorded when the bartered product or service is used. The fair value of barter and trade-out transactions is included in broadcasting revenue and broadcasting expense. Barter transactions charged to operations were as follows for the period of January 1, 1999 to October 26, 1999: [Download Table] Trade sales...................................................... $ 753,875 Trade expense.................................................... (809,810) --------- Net Trade Out Transactions....................................... $ (55,935) ========= NOTE 2--PROPERTY, PLANT AND EQUIPMENT Property and equipment consisted of the following at October 26, 1999: [Download Table] Land............................................................. $ 573,900 Buildings and leasehold improvements............................. 975,469 Studio and transmission equipment................................ 827,714 Music library.................................................... 3,500 Office equipment and fixtures.................................... 235,120 Property held under capital lease................................ 21,215 ---------- Total.......................................................... 2,636,918 Less: accumulated depreciation................................... (196,614) ---------- Net Property and Equipment....................................... $2,440,304 ========== Depreciation charged to operations amounted to $124,838 for the period. Property and equipment are pledged as collateral for bank loans (See Note 4). NOTE 3--INTANGIBLE ASSETS Intangible assets consisted of the following at October 26, 1999: [Download Table] FCC license..................................................... $16,832,961 Goodwill........................................................ 2,250,000 Debt acquisition costs.......................................... 580,500 ----------- Total......................................................... 19,663,461 Less: accumulated amortization.................................. (1,485,325) ----------- Net Intangible Assets........................................... $18,178,136 =========== Amortization charged to operations amounted to $783,090 for the period. F-54
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WESTCHESTER RADIO, LLC NOTES TO FINANCIAL STATEMENTS--(Continued) The Company periodically evaluates intangible assets for potential impairment by analyzing the operating results, future cash flows on an undiscounted basis, trends and prospects of the Company's stations, as well as by comparing them to their competitors. The Company also takes into consideration recent acquisition patterns within the broadcast industry, the impact of recently enacted or potential FCC rules and regulations and any other events or circumstances which might indicate potential impact. During the period, certain intangible assets (Goodwill) that was acquired in 1998 were deemed to be impaired. This impairment arouse due to the subsequent sale of the stations assets, which is more fully described in note 9. As a result, Goodwill has been written down by $13,250,000. The write off of Goodwill is included in the Financial Statement as Loss on Impairment. NOTE 4--LONG-TERM DEBT Long-term debt consists of the following at October 26, 1999: [Download Table] Line of credit--bank Interest payable quarterly in arrears at 10%, matures April 2004, Secured by all assets of the company and guaranteed by the parent corporation of a member; maximum available credit $1,000,000..................................................... $ 397,500 Term obligation--bank Interest at 10% payable quarterly in arrears, quarterly payments of principal which are currently $312,500. Matures April 2004, secured by all assets of the company and guaranteed by the parent corporation of a member................................. 23,125,000 Loan payable This obligation is the result of the payments by the guarantor of the bank obligations above of interest and principle on behalf of the Company. This obligation has no stated interest and no maturity date (see note 7).............................. 3,290,241 Note payable--This note has a face value in the amount of $56,884,769 due April 2008. Interest accrues on this obligation at 18% per annum through April 2008. (See Note 7)................ 13,302,279 Capital Lease Obligation.......................................... 16,513 ----------- Total Long-term Debt.......................................... 40,131,533 Less: Current Portion......................................... (1,963,873) ----------- Long-term Debt................................................ $38,167,660 =========== The following are the maturities of long-term debt for each of the next five years: [Download Table] Year Ending October 26, 2000............................................................ $ 1,960,000 2001............................................................ 1,875,000 2002............................................................ 2,187,500 2003............................................................ 9,375,000 2004............................................................ 8,125,000 ----------- $23,522,500 =========== At October 26, 1999, the Company had $602,500 of unused lines of credit with a bank to be drawn upon as needed. F-55
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WESTCHESTER RADIO, LLC NOTES TO FINANCIAL STATEMENTS--(Continued) On October 27, 1999 the bank obligations were repaid from the proceeds of the sale (Note 9) and payments by a member under their guarantee obligation. The bank loan agreements contain various covenants pertaining to the maintenance of various record keeping, reporting and ratio requirements. Specifically, at October 26, 1999, the Company was in default of the covenants related to the maintenance of its leverage ratio, interest coverage ratio, and net broadcast earnings. Under the terms of the agreement, the bank may call the loan if the Company is in violation of any restrictive covenant. However, the obligations have subsequently been fully repaid. Capital Lease The Company is the lessee of office equipment under capital leases expiring in various years through 2003. The assets and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. The assets are depreciated over the lower of their related lease terms or their estimated productive lives. Depreciation of assets under capital leases is included in depreciation expense for the period. Depreciation on assets under capital leases charged to expense for the period was $4,690. Following is a summary of property held under capital leases: [Download Table] Phone System...................................................... $21,215 Less: Accumulated depreciation.................................... (6,205) ------- Net............................................................... $15,010 ======= Minimum future lease payments under capital leases as of October 26, 1999 for each of the next five years and in the aggregate are: [Download Table] Year Ended October 26, 1999: 2000............................................................ $ 5,352 2001............................................................ 5,352 2002............................................................ 5,352 2003............................................................ 3,122 ------- Total minimum lease payments.................................. 19,178 Less: Amount representing interest................................ (2,665) ------- Present value of net minimum lease payments....................... $16,513 ======= Interest rates on this capitalized lease is 14.35% and is imputed based on the lower of company's incremental borrowing rate at the inception of the lease or the lessor's implicit rate of return. F-56
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WESTCHESTER RADIO, LLC NOTES TO FINANCIAL STATEMENTS--(Continued) NOTE 5--COMMITMENTS Guarantee of Indebtedness The Company has guaranteed the 13 1/4% senior subordinated notes dated April 2, 1995 which have a principal value of $76,808,000 of Capstar Radio Broadcasting Partners, Inc., the parent corporation of the Company's nonvoting member. Employment Contract The Company has entered into an employment contract with its managing member through April 2000 that provides for a minimum annual salary. At October 26, 1999, the total commitment was $150,000 per annum. Operating Leases The Company leases various tower facilities under operating leases which have various expiration dates. The Company also contracts for a variety of services and equipment through short term agreements and leases under cash or barter arrangements. These agreements and leases are renewed or replaced at the end of their term at the discretion of management. Minimum future rentals under noncancelable operating leases having remaining terms in excess of one year for each of the next five years and in the aggregate are as follows: [Download Table] Year ended October 26, 2000............................................................ $ 7,500 2001............................................................ 7,500 2002............................................................ 7,500 2003............................................................ 7,500 2004............................................................ 7,500 ------- Total Minimum Lease Payments.................................. $37,500 ======= NOTE 6--PENSION PLAN The Company has a 401(k) Profit Sharing Plan covering all full time employees meeting eligibility requirements. The Company matches fifty percent of the employees contributions up to six percent of compensation. For the period ended October 26, 1999, the Company contributed $15,052. NOTE 7--RELATED PARTIES As part of the acquisition of the stations, the Company borrowed from the parent corporation of one of its members, moneys to complete the acquisition. The note has a face value of $56,884,769 and is due in April 2008. The note has been discounted to its present value at the rate of 18% and was, accordingly, assigned a value of $10,150,000 and is subordinate to the bank obligations. The Company, subsequent to the contribution of the net assets of Commodore Media of Westchester Inc., refinanced those assets and distributed $35,000,000 of the proceeds to its member. F-57
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WESTCHESTER RADIO, LLC NOTES TO FINANCIAL STATEMENTS--(Continued) The note including accumulated interest is convertible at the option of the holder at any time, into a maximum of 13,000 member interests in the company based on a prescribed formula (See Note 8). The Company, as a result of its inability to cover principal and interest payments on its bank lines as they came due, relied on the guarantee of a member to meet the obligations. At October 26, 1999, the member had advanced a total of $3,290,241 to the Company to meet its obligations. NOTE 8--MEMBERS' EQUITY The members of the Company have liability for the debts, obligations and liabilities of the Company up to the amount of capital contributed to the Company. The Company is authorized to issue up to 14,000 limited liability company interests which may be designated as voting interests or nonvoting interests upon issuance. Subject to obtaining necessary consent, outstanding nonvoting interests are convertible, at any time, upon the election of the holder into a like number of voting interests. At October 26, 1999, the Company had a total of 1,000 interests outstanding, of which 700 were voting interests. NOTE 9--SUBSEQUENT SALE OF THE COMPANY On October 27, 1999, the tangible assets, FCC license and goodwill of the company were purchased by Aurora of Westchester L.L.C. The total selling price was $20,250,000. F-58
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INDEPENDENT AUDITORS' REPORT To the Members Westchester Radio, LLC We have audited the accompanying balance sheet of Westchester Radio, LLC (a limited liability company) as of December 31, 1998, and the related statements of operations and members' deficiency and cash flows for the period April 2, 1998 (date of inception) to December 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Westchester Radio, LLC as of December 31, 1998, and the results of its operations and its cash flows for the period of April 2, 1998 (date of inception) to December 31, 1998 in conformity with generally accepted accounting principles. Weeks Holderbaum Huber & DeGraw LLP February 19, 1999 (except for Note 9, as to which the date is October 27, 1999) F-61
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WESTCHESTER RADIO, LLC BALANCE SHEET December 31, 1998 [Download Table] ASSETS CURRENT ASSETS: Cash and cash equivalents....................................... $ 197,971 Accounts receivable, less allowance for doubtful accounts of $111,673....................................................... 972,162 Other current assets............................................ 46,018 ----------- Total current assets.......................................... 1,216,151 PROPERTY, PLANT AND EQUIPMENT--NET................................ 2,483,646 Intangible assets--net............................................ 32,211,227 Security deposits................................................. 8,427 ----------- Total assets.................................................. $35,919,451 =========== LIABILITY AND MEMBERS' DEFICIENCY CURRENT LIABILITIES: Current maturities of long-term debt............................ $ 1,253,479 Accounts payable and accrued expenses........................... 309,062 ----------- Total current liabilities..................................... 1,562,541 LONG-TERM DEBT.................................................... 36,718,038 MEMBERS' DEFICIENCY............................................... (2,361,128) ----------- Total liabilities and members' deficiency..................... $35,919,451 =========== The notes to financial statements are an integral part of this statement. F-62
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WESTCHESTER RADIO, LLC STATEMENT OF OPERATIONS AND MEMBERS' DEFICIENCY For the Period of April 2, 1998 (date of inception) to December 31, 1998 [Download Table] Revenues: Broadcast revenue............................................... $ 4,036,192 Less: agency commissions........................................ (385,014) ----------- Net broadcast revenue......................................... 3,651,178 ----------- Other non broadcast revenue....................................... 118,873 ----------- Total revenue................................................. 3,770,051 ----------- Expenses: Programming and technical....................................... 605,440 Sales and advertising........................................... 1,009,839 Administrative.................................................. 777,257 ----------- Total expenses................................................ 2,392,536 ----------- Income from operations............................................ 1,377,515 Other (income) expenses: Reorganization/start up cost.................................... 67,246 Depreciation.................................................... 71,776 Amortization.................................................... 702,234 Interest expense................................................ 3,248,178 Interest income................................................. (791) ----------- Total other (income) expenses................................. 4,088,643 ----------- NET LOSS...................................................... (2,711,128) Members' equity at beginning of period............................ -- Contributed capital............................................... 350,000 ----------- Members' deficiency at end of period.............................. $(2,361,128) =========== The notes to financial statements are an integral part of this statement. F-63
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WESTCHESTER RADIO, LLC STATEMENT OF CASH FLOWS For the Period April 2, 1998 (date of inception) to December 31, 1998 [Download Table] Cash Flows From Operating Activities: Net Loss....................................................... $(2,711,128) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization.................................. 774,010 Bad debt provision (recovery).................................. (19,173) Noncash interest accrued on long-term obligations.............. 1,411,358 Increase in accounts receivable................................ (135,834) Increase in other current assets............................... (22,935) Increase in accounts payable................................... 116,236 ----------- Total adjustments............................................ 2,123,662 ----------- Net cash used by operating activities........................ (587,466) Cash flows from investing activities: Acquisition of stations........................................ (35,500,000) Purchase of property and equipment............................. (23,417) ----------- Net cash used by investing activities........................ (35,523,417) ----------- Cash flows from financing activities: Proceeds from bank loans....................................... 25,580,000 Proceeds from member loans..................................... 12,080,778 Proceeds from capital contributions............................ 350,000 Repayment of bank loans........................................ (1,120,500) Principle payments on installment obligation................... (1,624) Payment of debt acquisition costs.............................. (580,000) ----------- Net cash provided by financing activities.................... 36,308,654 ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS.................... 197,771 Cash and cash equivalents at beginning of period................. 200 ----------- Cash and cash equivalents at end of period....................... $ 197,971 =========== Noncash financing activities: Financing under capital lease.................................. $ 21,215 =========== The notes to financial statements are an integral part of this statement. F-64
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WESTCHESTER RADIO, LLC NOTES TO FINANCIAL STATEMENTS NOTE 1--SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Business Westchester Radio, LLC (the Company) operates several radio stations in Westchester county, New York. The Company commenced operations on April 2, 1998 with the contribution of the assets of WFAS-FM, WFAS-AM and WZZN-FM from Commodore Media of Westchester, Inc. The Company derives its revenue primarily from the sale of radio advertising. Contribution of Assets On April 2, 1998, the Company acquired the net assets and FCC license of WFAS-FM, WFAS-AM and WZZN-FM (the Stations) from Commodore Media of Westchester, Inc. in a business combination accounted for as a purchase. The results of operations of the acquired stations are included in the accompanying financial statements since the date of acquisition. The total cost of the acquisition was $35,500,000, which exceeded the fair value of the net assets of the stations by $32,332,961, which has been allocated to the stations FCC license and goodwill. The excess is being amortized on the straight line method over forty years. Revenue Recognition Broadcasting operations derive revenue primarily from the sale of program time and commercial announcements to local, regional and national advertisers. Revenue is recognized when the program and commercial announcements are broadcast. Advertising Costs The Company incurs various marketing and promotional costs to add and maintain listenership. These are expensed as incurred. Use of Estimates The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from those estimates. Concentration of Credit Risk In the ordinary course of business, the Company maintains cash balances in a money market fund. Such balances are not FDIC insured. The Company periodically maintains cash balances with financial institutions in excess of the $100,000 FDIC insurance limit. The Company's business activity is with customers located within the immediate geographic area. Blocks of advertising time are generally sold on credit on standard business terms. F-65
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WESTCHESTER RADIO, LLC NOTES TO FINANCIAL STATEMENTS--(Continued) The Company's revenue and accounts receivable primarily relates to advertising of products and services within the radio stations' broadcast areas. The Company performs ongoing credit evaluations of its customers' financial condition and generally requires no collateral from its customers. Credit losses have been within management's expectations and adequate allowances for any uncollectible accounts receivables are maintained. The radio broadcasting industry is subject to federal regulation by the Federal Communications Commission. These governmental regulations and policies could change over time and there can be no assurance that such changes would not have a material impact upon the Company. Property and Equipment The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the lesser of the term of the related lease or the estimated useful lives of the assets. Depreciation is computed on the straight line method for financial reporting purposes and double declining balance method for income tax purposes. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. The useful lives of property and equipment for purposes of computing depreciation are: [Download Table] Office equipment................................................. 5-7 years Studio equipment................................................. 7 years Building, leasehold improvements and tower....................... 10-40 years Debt Acquisition Costs Legal and banking fees and other expenses associated with acquisition of the bank financing are being amortized using the interest method over the term of the underlying note. Amortization expense charged to operations in 1998 was $95,991. Income Taxes The Company, a limited liability company, has elected to be treated as a partnership for income tax purposes. Accordingly, the items of income, loss and credit are taxed directly to the members. Cash Flows For purposes of the statement of cash flows, cash equivalents include time deposits, certificates of deposits, and all highly liquid debt instruments with original maturities of three months or less. Cash paid for interest and income taxes are as follows: [Download Table] Interest.......................................................... $1,836,820 Income taxes...................................................... -- F-66
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WESTCHESTER RADIO, LLC NOTES TO FINANCIAL STATEMENTS--(Continued) Barter Transactions The Company barters unsold advertising time for products and services. Such transactions are recorded at the estimated fair value of the products or services received. Barter revenue is recorded when commercials are broadcast and related expenses are recorded when the bartered product or service is used. The fair value of barter and trade-out transactions is included in broadcasting revenue and broadcasting expense. Barter transactions charged to operations were as follows for the period of April 2, 1998 to December 31, 1998: [Download Table] Trade sales...................................................... $ 650,240 Trade expense.................................................... (712,658) --------- Net trade out transactions..................................... $ (62,418) ========= NOTE 2--PROPERTY, PLANT AND EQUIPMENT Property and equipment consisted of the following at December 31, 1998: [Download Table] Land............................................................. $ 573,900 Buildings and leasehold improvements............................. 954,623 Studio and transmission equipment................................ 802,518 Music library.................................................... 3,500 Office equipment and fixtures.................................... 199,666 Property held under capital lease................................ 21,215 ---------- Total.......................................................... 2,555,422 Less: accumulated depreciation................................... (71,776) ---------- Net property and equipment....................................... $2,483,646 ========== Depreciation charged to operations amounted to $71,776 for the period April 2, 1998 to December 31, 1998. Property and equipment are pledged as collateral for bank loans (See Note 4). NOTE 3--INTANGIBLE ASSETS Intangible assets consisted of the following at December 31, 1998: [Download Table] FCC license..................................................... $16,832,961 Goodwill........................................................ 15,500,000 Debt acquisition costs.......................................... 580,500 ----------- Total......................................................... 32,913,461 Less: accumulated amortization.................................. (702,234) ----------- Net intangible assets........................................... $32,211,227 =========== Amortization charged to operations amounted to $702,234 for the period April 2, 1998 to December 31, 1998. F-67
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WESTCHESTER RADIO, LLC NOTES TO FINANCIAL STATEMENTS--(Continued) The Company periodically evaluates intangible assets for potential impairment by analyzing the operating results, future cash flows on an undiscounted basis, trends and prospects of the Company's stations, as well as by comparing them to their competitors. The Company also takes into consideration recent acquisition patterns within the broadcast industry, the impact of recently enacted or potential FCC rules and regulations and any other events or circumstances which might indicate potential impact. At this time, in the opinion of management, no impairment has occurred. NOTE 4--LONG-TERM DEBT Long-term debt consists of the following at December 31, 1998: [Download Table] Line of credit--bank Interest payable quarterly in arrears at 8.0625%, matures April 2004, Secured by all assets of the company and guaranteed by the parent corporation of a member; maximum available credit $1,000,000..................................................... $ 397,500 Term obligation--bank Interest at 8.0625% payable quarterly in arrears, quarterly payments of principal which are currently $312,500. Matures April 2004, secured by all assets of the company and guaranteed by the parent corporation of a member.......................... 24,062,500 Loan payable This obligation is the result of the payments by the guarantor of the bank obligations above of interest and principle on behalf of the Company. This obligation has no stated interest and no maturity date (see note 7).............................. 1,930,693 Note payable--This note has a face value in the amount of $56,884,769 due April 2008. Interest accrues on this obligation at 18% per annum through April 2008. (See Note 7)................ 11,561,358 ----------- Total long-term debt.......................................... 37,952,051 Less: Current Portion......................................... (1,250,000) ----------- Long-term Debt................................................ $36,702,051 =========== The following are the maturities of long-term debt for each of the next five years: [Download Table] Year Ending December 31, 1999........................................................... $ 1,250,000 2000........................................................... 1,718,750 2001........................................................... 1,875,000 2002........................................................... 2,343,750 2003........................................................... 12,812,125 ----------- $19,999,625 =========== At December 31, 1998, the Company had $602,500 of unused lines of credit with a bank to be drawn upon as needed. The bank loan agreements contain various covenants pertaining to the maintenance of various record keeping, reporting and ratio requirements. F-68
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WESTCHESTER RADIO, LLC NOTES TO FINANCIAL STATEMENTS--(Continued) Specifically, at December 31, 1998, the Company was in default of the covenants related to the maintenance of its leverage ratio, interest coverage ratio, and net broadcast earnings. Under the terms of the agreement, the bank may call the loan if the Company is in violation of any restrictive covenant. As of February 19, 1999, the bank had not waived the requirement. Capital Lease The Company is the lessee of office equipment under capital leases expiring in various years through 2003. The assets and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. The assets are depreciated over the lower of their related lease terms or their estimated productive lives. Depreciation of assets under capital leases is included in depreciation expense for 1998. Depreciation on assets under capital leases charged to expense in 1998 was $1,515. Following is a summary of property held under capital leases: [Download Table] Phone System........................................................ $21,215 Less: Accumulated depreciation...................................... (1,515) ------- Net................................................................. $19,700 ======= Minimum future lease payments under capital leases as of December 31, 1998 for each of the next five years and in the aggregate are: [Download Table] Year Ended December 31: 1999.............................................................. $ 5,352 2000.............................................................. 5,352 2001.............................................................. 5,352 2002.............................................................. 5,352 2003.............................................................. 2,230 ------- Total minimum lease payments.................................... 23,638 Less: Amount representing interest.................................. (4,257) ------- Present value of net minimum lease payments......................... $19,381 ======= Interest rates on this capitalized lease is 14.35% and is imputed based on the lower of company's incremental borrowing rate at the inception of the lease or the lessor's implicit rate of return. NOTE 5--COMMITMENTS Guarantee of Indebtedness The Company has guaranteed the 13 1/4% senior subordinated notes dated April 2, 1995 which have a principal value of $76,808,000 of Capstar Radio Broadcasting Partners, Inc., the parent corporation of the Company's nonvoting member. F-69
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WESTCHESTER RADIO, LLC NOTES TO FINANCIAL STATEMENTS--(Continued) Employment Contract The Company has entered into an employment contract with its managing member through April 2000 that provides for a minimum annual salary. At December 31, 1998, the total commitment was $150,000 per annum. Operating Leases The Company leases various tower facilities under operating leases which does not currently have various expiration dates. The Company also contracts for a variety of services and equipment through short term agreements and leases under cash or barter arrangements. These agreements and leases are renewed or replaced at the end of their term at the discretion of management. Minimum future rentals under noncancelable operating leases having remaining terms in excess of one year for each of the next five years and in the aggregate are as follows: [Download Table] Year ended December 31, 1999.............................................................. $16,182 2000.............................................................. 7,500 2001.............................................................. 7,500 2002.............................................................. 7,500 2003.............................................................. 7,500 ------- Total minimum lease payments.................................... $46,182 ======= NOTE 6--PENSION PLAN The Company has a 401(k) Profit Sharing Plan covering all full time employees meeting eligibility requirements. The Company matches fifty percent of the employees contributions up to six percent of compensation. For the period ended December 31, 1998, the Company contributed $7,674. NOTE 7--RELATED PARTIES As part of the acquisition of the stations, the Company borrowed from the parent corporation of one of its members, moneys to complete the acquisition. The note has a face value of $56,884,769 and is due in April 2008. The note has been discounted to its present value at the rate of 18% and was, accordingly, assigned a value of $10,150,000 and is subordinate to the bank obligations. The Company subsequent to the contribution of the net assets of Commodore Media of Westchester Inc. refinanced those assets and distributed $35,000,000 of the proceeds to its member. The note including accumulated interest is convertible at the option of the holder at any time, into a maximum of 13,000 member interests in the company based on a prescribed formula (See Note 8). The Company, as a result of its inability to cover principal and interest payments on its bank lines as they came due, relied on the guarantee of a member to meet the obligations. At December 31, 1998, the member had advanced $1,930,693 to the Company to meet its obligations. F-70
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WESTCHESTER RADIO, LLC NOTES TO FINANCIAL STATEMENTS--(Continued) NOTE 8--MEMBERS' EQUITY The members of the Company have liability for the debts, obligations and liabilities of the Company up to the amount of capital contributed to the Company. The Company is authorized to issue up to 14,000 limited liability company interests which may be designated as voting interests or nonvoting interests upon issuance. Subject to obtaining necessary consent, outstanding nonvoting interests are convertible, at any time, upon the election of the holder into a like number of voting interests. At December 31, 1998, the Company had a total of 1,000 interests outstanding, of which 700 were voting interests. NOTE 7--SUBSEQUENT SALE OF THE COMPANY On October 27, 1999, the tangible assets, FCC license and goodwill of the company were purchased by Aurora of Westchester L.L.C. The total cost of the acquisition was $22,250,000. F-71
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INDEPENDENT AUDITORS' REPORT To the Stockholders Commodore Media of Westchester, Inc. We have audited the accompanying balance sheet of Commodore Media of Westchester, Inc. as of April 1, 1998 and the related statements of operations and retained earnings and cash flows for the period of January 1, 1998 to April 1, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Commodore Media of Westchester, Inc. as of April 1, 1998, and the results of its operations and its cash flows for the period of January 1, 1998 to April 1, 1998 in conformity with generally accepted accounting principles. Weeks Holderbaum Huber & DeGraw, LLP July 29, 1999 F-74
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COMMODORE MEDIA OF WESTCHESTER, INC. BALANCE SHEET April 1, 1998 [Download Table] ASSETS Current Assets: Cash and cash equivalents........................................ $ 9,681 Accounts receivable, less allowance for doubtful accounts of $130,846........................................................ 817,154 Other current assets............................................. 17,306 ----------- Total Current Assets........................................... 844,141 Property, Plant and Equipment--Net................................. 1,683,789 Intangible Assets--Net............................................. 31,979,119 Security Deposits.................................................. 8,427 ----------- Total Assets................................................... $34,515,476 =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liability: Accounts payable and accrued expenses............................ $ 179,554 Due to Parent Corporation and Affiliates......................... 9,029,851 Stockholders Equity: Common stock, 100 shares authorized, issued, and outstanding..... 100 Additional paid-in-capital....................................... 23,596,134 Retained earnings................................................ 1,709,837 ----------- Total Stockholders Equity...................................... 25,306,071 ----------- Total Liabilities and Stockholders' Equity..................... $34,515,476 =========== Notes to Financial Statements are an Integral Part of this Statement F-75
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COMMODORE MEDIA OF WESTCHESTER, INC. STATEMENT OF OPERATIONS AND RETAINED EARNINGS For the period of January 1, 1998 to April 1, 1998 [Download Table] Revenues: Broadcast revenue................................................ $ 1,163,673 Less: agency commissions......................................... (101,200) ----------- Net Broadcast Revenue.......................................... 1,062,473 Other non-broadcast revenue...................................... 44,684 ----------- Total Revenue.................................................. 1,107,157 Expenses: Programming and technical........................................ 193,364 Sales and advertising............................................ 283,875 Administrative................................................... 285,088 ----------- Total Expenses................................................. 762,327 ----------- Income from Operations............................................. 344,830 Other Expenses: Depreciation..................................................... 30,000 Amortization..................................................... 208,489 ----------- Total Other Expenses........................................... 238,489 ----------- Net Income......................................................... 106,341 Retained Earnings at Beginning of Period........................... 1,603,496 ----------- Retained Earnings at End of Period................................. $ 1,709,837 =========== The Notes to Financial Statements are an Integral Part of this Statement F-76
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COMMODORE MEDIA OF WESTCHESTER, INC. STATEMENT OF CASH FLOWS For the period of January 1, 1998 to April 1, 1998 [Download Table] Cash Flows from Operating Activities: Net Income....................................................... $ 106,341 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and amortization.................................... 238,489 Bad debt provision (recovery).................................... (34,184) Decrease in accounts receivable.................................. 437,821 Decrease in other current assets................................. 48,894 Decrease in security deposits.................................... 480 Decrease in accounts payable..................................... (201,611) --------- Total Adjustments.............................................. 489,889 --------- Net cash provided by operating activities...................... 596,230 Cash Flows From Investing Activities: Purchase of property and equipment............................... (44,502) Cash Flows from Financing Activities: Net repayment of advances to parent corporation and affiliates... (625,614) --------- Net Decrease in Cash and Cash Equivalents........................ (73,886) Cash and Cash Equivalents at Beginning of Period................. 83,567 --------- Cash and Cash Equivalents at End of Period....................... $ 9,681 ========= The Notes to Financial Statements are an Integral Part of this Statement F-77
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COMMODORE MEDIA OF WESTCHESTER, INC. NOTES TO FINANCIAL STATEMENTS Note 1--Significant Accounting Policies Organization and Nature of Business Commodore Media of Westchester, Inc. (the Company) operates several radio stations in Westchester county, New York. The signals licensed by the Federal Communications Commission (FCC) include WFAS-FM, WFAS-AM and WZZN-FM (the Stations). The Company derives its revenue primarily from the sale of radio advertising. Commodore Media of Westchester, Inc. is a wholly owned subsidiary of Capstar Broadcasting Corporation. Sale of Stations On April 2, 1998, the Company contributed all of its net assets and its related licenses to Westchester Radio, LLC. in exchange for a 100% membership interest. The company's membership interest was comprised of 700 voting and 300 nonvoting shares. Westchester Radio, LLC. subsequently refinanced the assets of the station and made a distribution back to the company in the amount of $35,000,000. The company subsequently sold its voting interests and retained its 30% nonvoting interest of the Limited Liability Company. The business combination has been accounted for as a purchase. This financial statement contains the results of operations and the financial position of the company immediately before the contribution of assets to Westchester Radio, LLC. Revenue Recognition Broadcasting operations derive revenue primarily from the sale of program time and commercial announcements to local, regional and national advertisers. Revenue is recognized when the program and commercial announcements are broadcast. Advertising Costs The Company incurs various marketing and promotional costs to add and maintain listenership. These are expensed as incurred. Use of Estimates The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from those estimates. Concentration of Credit Risk The Company's business activity is with customers located within the immediate geographic area. Blocks of advertising time are generally sold on credit on standard business terms. F-78
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COMMODORE MEDIA OF WESTCHESTER,INC. NOTES TO FINANCIAL STATEMENTS--(Continued) The Company's revenue and accounts receivable primarily relates to advertising of products and services within the radio stations' broadcast areas. The Company performs ongoing credit evaluations of its customers' financial condition and, generally requires no collateral from its customers. Credit losses have been within management's expectations and adequate allowances for any uncollectible accounts receivables are maintained. The radio broadcasting industry is subject to federal regulation by the Federal Communications Commission. These governmental regulations and policies could change over time and there can be no assurance that such changes would not have a material impact upon the Company. Property and Equipment The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the lesser of the term of the related lease or the estimated useful lives of the assets. Depreciation is computed on the straight line method for financial reporting purposes and double declining balance for income tax purposes. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. The useful lives of property and equipment for purposes of computing depreciation are: [Download Table] Office equipment................................................. 5-7 years Studio equipment................................................. 7 years Building, leasehold improvements and tower....................... 10-40 years Income Taxes The Company files a consolidated income tax return with its corporate parent. Cash Flows For purposes of the statement of cash flows, cash equivalents include time deposits, certificates of deposits, and all highly liquid debt instruments with original maturities of three months or less. There was no cash paid for interest and income taxes. Barter Transactions The Company barters unsold advertising time for products and services. Such transactions are recorded at the estimated fair value of the products or services received. Barter revenue is recorded when commercials are broadcast and related expenses are recorded when the bartered product or service is used. F-79
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COMMODORE MEDIA OF WESTCHESTER, INC. NOTES TO FINANCIAL STATEMENTS--(Continued) The fair value of barter and trade-out transactions is included in broadcasting revenue and broadcasting expense. Barter transactions charged to operations were as follows: [Download Table] Trade sales...................................................... $ 245,893 Trade expense.................................................... (163,592) --------- Net Trade Transactions......................................... $ 82,301 ========= Note 2--Property, Plant and Equipment Property and equipment consisted of the following at April 1, 1998: [Download Table] Land............................................................. $ 420,000 Buildings and leasehold improvements............................. 685,762 Studio and transmission equipment................................ 565,797 Music library.................................................... 2,556 Office equipment and fixtures.................................... 151,396 ---------- Total.......................................................... 1,825,511 Less: accumulated depreciation................................... (141,722) ---------- Net Property and Equipment....................................... $1,683,789 ========== Depreciation charged to operations amounted to $30,000. Property and equipment are pledged as collateral for various obligations of the company's corporate parent. (See Note 4). Note 3--Intangible Assets Intangible assets consisted of the following at April 1, 1998: [Download Table] FCC license..................................................... $33,157,140 Goodwill........................................................ 32,000 ----------- Total......................................................... 33,189,140 Less: accumulated amortization.................................. (1,210,021) ----------- Net Intangible Assets........................................... $31,979,119 =========== Amortization charged to operations amounted to $208,489. The Company periodically evaluates intangible assets for potential impairment by analyzing the operating results, future cash flows on an undiscounted basis, trends and prospects of the Company's stations, as well as by comparing them to their competitors. The Company also takes into consideration recent acquisition patterns within the broadcast industry, the impact of recently enacted or potential FCC rules and regulations and any other events or circumstances which might indicate potential impact. At this time, in the opinion of management, no impairment has occurred. F-80
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COMMODORE MEDIA OF WESTCHESTER, INC. NOTES TO FINANCIAL STATEMENTS--(Continued) Note 4--Related Parties The company receives advances from and pays advances to its parent corporation and other related affiliated companies. In addition the Parent Corporation allocates expenses, based on revenue, to the company, which are related to corporate overhead and other costs related to the management and operation of the stations. The company has pledged substantially all of its assets as a cross guarantor on a variety of corporate obligations. Note 5--Commitments Operating Leases The Company leases various tower facilities under operating leases, which do not currently have expiration dates. The Company also contracts for a variety of services and equipment through short-term agreements and leases under cash or barter arrangements. These agreements and leases are renewed or replaced at the end of their term at the discretion of management. Minimum future rentals under noncancelable operating leases having remaining terms in excess of one year for each of the next five years and in the aggregate are as follows: [Download Table] Year ended April 1, 1999............................................................. $ 16,182 2000............................................................. 7,500 2001............................................................. 7,500 2002............................................................. 7,500 2003............................................................. 7,500 -------- Total Minimum Lease Payments................................... $ 46,182 ======== Note 6--Pension Plan The Company has a 401(k) Profit Sharing Plan covering all full time employees meeting eligibility requirements. The Company matches fifty percent of the employee's contributions up to six percent of compensation. For the period ended April 1, 1998, the Company contributed $8,760. F-81
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INDEPENDENT AUDITORS' REPORT To the Stockholders: Commodore Media of Westchester, Inc. We have audited the accompanying balance sheet of Commodore Media of Westchester, Inc. as of December 31, 1997, and the related statements of operations, retained earnings and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Commodore Media of Westchester, Inc. as of December 31, 1997, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. Weeks Holderbaum Huber & DeGraw LLP July 29, 1999 F-84
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COMMODORE MEDIA OF WESTCHESTER, INC. BALANCE SHEET December 31, 1997 [Download Table] ASSETS CURRENT ASSETS: Cash and cash equivalents....................................... $ 83,567 Accounts receivable, less allowance for doubtful accounts of $165,030....................................................... 1,220,791 Other current assets............................................ 66,200 ------------ Total Current Assets.......................................... 1,370,558 PROPERTY, PLANT AND EQUIPMENT--NET................................ 1,669,287 Intangible Assets--Net............................................ 32,187,608 Security Deposits................................................. 8,907 ------------ Total Assets.................................................. $ 35,236,360 ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITY: Accounts payable and accrued expenses........................... $ 381,165 Due to Parent Corporation and Affiliates.......................... 9,655,465 Stockholders' Equity: Common stock, 100 shares authorized, issued, and outstanding.... 100 Additional paid-in-capital...................................... 23,596,134 Retained earnings............................................... 1,603,496 ------------ Total Stockholders' Equity.................................... 25,199,730 ------------ Total Liabilities and Stockholders' Equity.................... $ 35,236,360 ============ The Notes to Financial Statements are an Integral Part of this Statement F-85
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COMMODORE MEDIA OF WESTCHESTER, INC. STATEMENT OF OPERATIONS AND RETAINED EARNINGS For the year ended December 31, 1997 [Download Table] Revenues: Broadcast revenue........ $ 6,142,742 Less: agency commissions.... (596,167) ----------- Net Broadcast Revenue...... 5,546,575 Other non- broadcast revenue........ 156,398 ----------- Total Revenue...... 5,702,973 Expenses: Programming and technical...... 1,000,691 Sales and advertising.... 830,649 Administrative.. 1,258,264 ----------- Total Expenses..... 3,089,604 ----------- Income from Operations....... 2,613,369 Other Expenses: Depreciation.... 103,640 Amortization.... 829,729 ----------- Total Other Expenses..... 933,369 ----------- Net Income........ 1,680,000 Accumulated Deficit at beginning of year, as previously reported......... (96,656) Contribution of net assets of station WZZN by parent company... 20,152 ----------- Accumulated Deficit at beginning of year, as restated......... (76,504) ----------- Retained Earnings at End of Year... $ 1,603,496 =========== The Notes to Financial Statements are an Integral Part of this Statement F-86
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COMMODORE MEDIA OF WESTCHESTER, INC. STATEMENT OF CASH FLOWS For the year ended December 31, 1997 [Download Table] Cash Flows from Operating Activities: Net Income....................................................... $ 1,680,000 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and amortization.................................. 933,369 Bad debt provision (recovery).................................. (11,980) Increase in accounts receivable................................ (240,722) Increase in other current assets............................... (66,200) Increase in security deposits.................................. (793) Increase in accounts payable................................... 56,683 ----------- Total Adjustments............................................ 670,357 ----------- Net cash provided by operating activities.................... 2,350,357 Cash Flows from Investing Activities: Purchase of property and equipment............................. (76,948) Cash Flows from Financing Activities: Net repayment of advances from parent corporation and affiliates.................................................... (2,228,542) ----------- Net Increase in Cash and Cash Equivalents........................ 44,867 Cash and Cash Equivalents at Beginning of Period................. 38,700 ----------- Cash and Cash Equivalents at End of Period....................... $ 83,567 =========== The Notes to Financial Statements are an Integral Part of this Statement F-87
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COMMODORE MEDIA OF WESTCHESTER, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1--SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Business Commodore Media of Westchester, Inc. (the Company) operates several radio stations in Westchester county, New York. The signals licensed by the Federal Communications Commission (FCC) include WFAS-FM, WFAS-AM and WZZN-FM (the Stations). The Company derives its revenue primarily from the sale of radio advertising. The company is a wholly owned subsidiary of Capstar Broadcasting. Purchase and Sale of Stations On January 1, 1997 the net assets of WZZN-FM were transferred to the company by its parent corporation. In April 1998, the Company was sold to Westchester Radio LLC., who acquired the net assets and FCC license of the Stations from Commodore Media of Westchester, Inc. in a business combination accounted for as a purchase. Revenue Recognition Broadcasting operations derive revenue primarily from the sale of program time and commercial announcements to local, regional and national advertisers. Revenue is recognized when the program and commercial announcements are broadcast. Advertising Costs The Company incurs various marketing and promotional costs to add and maintain listenership. These are expensed as incurred. Use of Estimates The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from those estimates. Concentration of Credit Risk The Company's business activity is with customers located within the immediate geographic area. Blocks of advertising time are generally sold on credit on standard business terms. The Company's revenue and accounts receivable primarily relates to advertising of products and services within the radio stations' broadcast areas. The Company performs ongoing credit evaluations of its customers' financial condition and, generally requires no collateral from its customers. Credit losses have been within management's expectations and adequate allowances for any uncollectible accounts receivables are maintained. F-88
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COMMODORE MEDIA OF WESTCHESTER, INC. NOTES TO FINANCIAL STATEMENTS--(Continued) The radio broadcasting industry is subject to federal regulation by the Federal Communications Commission. These governmental regulations and policies could change over time and there can be no assurance that such changes would not have a material impact upon the Company. Property and Equipment The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the lesser of the term of the related lease or the estimated useful lives of the assets. Depreciation is computed on straight line method for financial reporting purposes and double declining balance method for income tax purposes. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. The useful lives of property and equipment for purposes of computing depreciation are: [Download Table] Office equipment............................................... 5-7 years Studio equipment............................................... 7 years Building, leasehold improvements and tower..................... 10-40 years Income Taxes The Company files a consolidated income tax return with its corporate parent. Cash Flows For purposes of the statement of cash flows, cash equivalents include time deposits, certificates of deposits, and all highly liquid debt instruments with original maturities of three months or less. There was no cash paid for interest and income taxes. Barter Transactions The Company barters unsold advertising time for products and services. Such transactions are recorded at the estimated fair value of the products or services received. Barter revenue is recorded when commercials are broadcast and related expenses are recorded when the bartered product or service is used. The fair value of barter and trade-out transactions is included in broadcasting revenue and broadcasting expense. Barter transactions charged to operations were as follows: [Download Table] Trade sales..................................................... $ 792,021 Trade expense................................................... (725,383) --------- Net Trade Revenue............................................. $ 66,638 ========= F-89
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COMMODORE MEDIA OF WESTCHESTER, INC. NOTES TO FINANCIAL STATEMENTS--(Continued) NOTE 2--PROPERTY, PLANT AND EQUIPMENT Property and equipment consisted of the following at December 31, 1997: [Download Table] Land............................................................. $ 420,000 Buildings and leasehold improvements............................. 669,900 Studio and transmission equipment................................ 565,797 Music library.................................................... 2,556 Office equipment and fixtures.................................... 122,755 ---------- Total.......................................................... 1,781,008 Less: accumulated depreciation................................... (111,721) ---------- Net Property and Equipment....................................... $1,669,287 ========== Depreciation charged to operations amounted to $103,640. Property and equipment are pledged as collateral for various obligations of the company's corporate parent. (See Note 4). NOTE 3--INTANGIBLE ASSETS Intangible assets consisted of the following at December 31, 1997: [Download Table] FCC license..................................................... $33,157,140 Goodwill........................................................ 32,000 ----------- Total......................................................... 33,189,140 Less: accumulated amortization.................................. (1,001,532) ----------- Net Intangible Assets........................................... $32,187,608 =========== Amortization charged to operations amounted to $829,729. The Company periodically evaluates intangible assets for potential impairment by analyzing the operating results, future cash flows on an undiscounted basis, trends and prospects of the Company's stations, as well as by comparing them to their competitors. The Company also takes into consideration recent acquisition patterns within the broadcast industry, the impact of recently enacted or potential FCC rules and regulations and any other events or circumstances which might indicate potential impact. At this time, in the opinion of management, no impairment has occurred. NOTE 4--RELATED PARTIES The company receives advances from and pays advances to its parent corporation and other related affiliated companies. In addition the Parent Corporation allocates expenses, based on revenue, to the company, which are related to corporate overhead and other costs related to the management and operation of the stations. The company has pledged substantially all of its assets as a cross guarantor on a variety of corporate obligations. F-90
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COMMODORE MEDIA OF WESTCHESTER,INC. NOTES TO FINANCIAL STATEMENTS--(Continued) NOTE 5--COMMITMENTS Operating Leases The Company leases various tower facilities under operating leases, which do not currently have expiration dates. The Company also contracts for a variety of services and equipment through short-term agreements and leases under cash or barter arrangements. These agreements and leases are renewed or replaced at the end of their term at the discretion of management. Minimum future rentals under noncancelable operating leases having remaining terms in excess of one year for each of the next five years and in the aggregate are as follows: [Download Table] Year ended December 31, 1998............................................................... $16,152 1999............................................................... 16,182 2000............................................................... 7,500 2001............................................................... 7,500 2002............................................................... 7,500 ------- Total Minimum Lease Payments..................................... $54,834 ======= NOTE 6--PENSION PLAN The Company has a 401(k) Profit Sharing Plan covering all full time employees meeting eligibility requirements. The Company matches fifty percent of the employee's contributions up to six percent of compensation. F-91
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INDEPENDENT AUDITORS' REPORT To the Stockholders Commodore Media of Westchester, Inc. We have audited the accompanying balance sheet of Commodore Media of Westchester, Inc. as of December 31, 1996, and the related statements of operations and accumulated deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Commodore Media of Westchester, Inc. as of December 31, 1996, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. Weeks Holderbaum Huber & DeGraw LLP July 29, 1999 F-94
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COMMODORE MEDIA OF WESTCHESTER, INC. BALANCE SHEET December 31, 1996 [Download Table] ASSETS CURRENT ASSETS: Cash............................................................ $ 38,700 Accounts receivable, less allowance for doubtful accounts of $153,050....................................................... 968,089 ----------- Total current assets.......................................... 1,006,789 PROPERTY, PLANT AND EQUIPMENT--NET................................ 1,695,979 INTANGIBLE ASSETS--NET............................................ 33,017,337 SECURITY DEPOSITS................................................. 8,114 ----------- Total assets.................................................. $35,728,219 =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITY: Accounts payable and accrued expenses........................... $ 324,482 DUE TO PARENT CORPORATION AND AFFILIATES.......................... 11,904,159 STOCKHOLDERS' EQUITY: Common stock, 100 shares authorized, issued, and outstanding.... 100 Additional paid in capital...................................... 23,596,134 Accumulated deficit............................................. (96,656) ----------- Total stockholders' equity.................................... 23,499,578 ----------- Total liabilities and stockholders' equity.................... $35,728,219 =========== The Notes to Financial Statements are an Integral Part of this Statement F-95
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COMMODORE MEDIA OF WESTCHESTER, INC. STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT For the year ended December 31, 1996 [Download Table] REVENUES: Broadcast revenue................................................ $4,684,186 Less: agency commissions......................................... (413,135) ---------- Net broadcast revenue.......................................... 4,271,051 Other non-broadcast revenue...................................... 132,530 ---------- Total revenue.................................................. 4,403,581 EXPENSES: Programming and technical........................................ 730,283 Sales and advertising............................................ 1,214,288 Administrative................................................... 749,771 ---------- Total expenses................................................. 2,694,342 ---------- INCOME FROM OPERATIONS............................................. 1,709,239 OTHER EXPENSES: Corporate management and overhead allocation..................... 1,146,542 Depreciation..................................................... 103,085 Amortization..................................................... 266,502 Interest expense................................................. 921,757 ---------- Total other expenses........................................... 2,437,886 ---------- NET LOSS........................................................... (728,647) RETAINED EARNINGS AT BEGINNING OF YEAR............................. 631,991 ---------- ACCUMULATED DEFICIT AT END OF YEAR................................. $ (96,656) ========== The Notes to Financial Statements are an Integral Part of this Statement F-96
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COMMODORE MEDIA OF WESTCHESTER, INC. STATEMENT OF CASH FLOWS For the year ended December 31, 1996 [Download Table] CASH FLOWS FROM OPERATING ACTIVITIES: Net loss......................................................... $(728,647) ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED BY OPERATING ACTIVITIES: Depreciation and amortization.................................... 369,586 Bad debt provision (recovery).................................... (29,850) Decrease in accounts receivable.................................. 90,290 Decrease in other current assets................................. 21,948 Increase in accounts payable..................................... 60,419 --------- Total adjustments.............................................. 512,393 --------- Net cash used by operating activities.......................... (216,254) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment............................... (139,917) CASH FLOWS FROM FINANCING ACTIVITIES: Net advances from parent corporation and affiliates.............. 366,402 --------- NET INCREASE IN CASH AND CASH EQUIVALENTS.......................... 10,231 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD................... 28,469 --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD......................... $ 38,700 ========= The Notes to Financial Statements are an Integral Part of this Statement F-97
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COMMODORE MEDIA OF WESTCHESTER, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1--SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Business Commodore Media of Westchester, Inc. (the Company) operates several radio stations in Westchester County, New York. The signals licensed by the Federal Communications Commission (FCC) included in this presentation, operate by the call letters of WFAS-FM and WFAS-AM. The Company derives its revenue primarily from the sale of radio advertising. Sale of Stations In October 1996 the stations were purchased by Capstar Broadcasting in a business combination which was accounted for as a purchase. The result of the transaction is that the company is a wholly owned subsidiary of Capstar Broadcasting. The results of operations of the acquired stations are included in the accompanying financial statements for the entire period. The total cost of the acquisition, exceeded the fair value of the net assets of the stations by approximately $33,200,000 which has been allocated to the stations FCC license and goodwill. The excess in being amortized on the straight-line method over forty years. On April 2, 1998, the Company was sold to Westchester Radio LLC. who acquired the net assets and FCC license of WFAS-FM, WFAS-AM and WZZN-FM (the Stations) from Commodore Media of Westchester, Inc. in a business combination accounted for as a purchase. Revenue Recognition Broadcasting operations derive revenue primarily from the sale of program time and commercial announcements to local, regional and national advertisers. Revenue is recognized when the program and commercial announcements are broadcast. Advertising Costs The Company incurs various marketing and promotional costs to add and maintain listenership. These are expensed as incurred. Use of Estimates The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from those estimates. Concentration of Credit Risk The Company's business activity is with customers located within the immediate geographic area. Blocks of advertising time are generally sold on credit on standard business terms. F-98
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COMMODORE MEDIA OF WESTCHESTER,INC. NOTES TO FINANCIAL STATEMENTS--(Continued) The Company's revenue and accounts receivable primarily relates to advertising of products and services within the radio stations' broadcast areas. The Company performs ongoing credit evaluations of its customers' financial condition and, generally requires no collateral from its customers. Credit losses have been within management's expectations and adequate allowances for any uncollectible accounts receivables are maintained. The radio broadcasting industry is subject to federal regulation by the Federal Communications Commission. These governmental regulations and policies could change over time and there can be no assurance that such changes would not have a material impact upon the Company. Property and Equipment The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the lesser of the term of the related lease or the estimated useful lives of the assets. Depreciation is computed on straight line method for financial reporting purposes and double declining balance method for income tax purposes. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. The useful lives of property and equipment for purposes of computing depreciation are: [Download Table] Office equipment................................................. 5-7 years Studio equipment................................................. 7 years Building, leasehold improvements and tower....................... 10-40 years Income Taxes The Company files its income tax return on a consolidated basis with its parent company. Cash Flows For purposes of the statement of cash flows, cash equivalents include time deposits, certificates of deposits, and all highly liquid debt instruments with original maturities of three months or less. Cash paid for interest and income taxes are as follows: [Download Table] Interest........................................................... $ 921,757 Income taxes....................................................... -- Barter Transactions The Company barters unsold advertising time for products and services. Such transactions are recorded at the estimated fair value of the products or services received. Barter revenue is recorded when commercials are broadcast and related expenses are recorded when the bartered product or service is used. F-99
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COMMODORE MEDIA OF WESTCHESTER,INC. NOTES TO FINANCIAL STATEMENTS--(Continued) The fair value of barter and trade-out transactions is included in broadcasting revenue and broadcasting expense. Barter transactions charged to operations were as follows: [Download Table] Trade sales....................................................... $ 671,622 Trade expense..................................................... (566,740) --------- Net Trade Revenue Transactions.................................. $ 104,882 ========= NOTE 2--PROPERTY, PLANT AND EQUIPMENT Property and equipment consisted of the following at December 31, 1996: [Download Table] Land............................................................. $ 420,000 Buildings and leasehold improvements............................. 639,766 Studio and transmission equipment................................ 536,162 Music library.................................................... 2,556 Office equipment and fixtures.................................... 118,862 ---------- Total.......................................................... 1,717,346 Less: accumulated depreciation................................... (21,367) ---------- Net Property and Equipment....................................... $1,695,979 ========== Depreciation charged to operations amounted to $103,085. Property and equipment are pledged as collateral for various obligation of the company's corporate parent. (See Note 4). NOTE 3--INTANGIBLE ASSETS Intangible assets consisted of the following at December 31, 1996: [Download Table] FCC license..................................................... $33,157,140 Goodwill........................................................ 32,000 ----------- Total......................................................... 33,189,140 Less: accumulated amortization.................................. (171,803) ----------- Net Intangible Assets........................................... $33,017,337 =========== Amortization charged to operations amounted to $266,502. The Company periodically evaluates intangible assets for potential impairment by analyzing the operating results, future cash flows on an undiscounted basis, trends and prospects of the Company's stations, as well as by comparing them to their competitors. The Company also takes into consideration recent acquisition patterns within the broadcast industry, the impact of recently enacted or potential FCC rules and regulations and any other events or circumstances which might indicate potential impact. At this time, in the opinion of management, no impairment has occurred. F-100
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COMMODORE MEDIA OF WESTCHESTER,INC. NOTES TO FINANCIAL STATEMENTS--(Continued) NOTE 4--RELATED PARTIES The company receives advances from and pays advances to its parent corporation and other related affiliated companies. In addition the parent corporation allocates expenses, based on revenue, to the company, which are related to corporate overhead and other costs related to the management and operation of the stations. During 1996 these allocations amounted to approximately $834,000. The company has pledged substantially all of its assets as a cross guarantor on a variety of corporate obligations. NOTE 5--COMMITMENTS Operating Leases The Company leases various tower facilities under operating leases, which do not currently have expiration dates. The Company also contracts for a variety of services and equipment through short-term agreements and leases under cash or barter arrangements. These agreements and leases are renewed or replaced at the end of their term at the discretion of management. Minimum future rentals under noncancelable operating leases having remaining terms in excess of one year for each of the next five years and in the aggregate are as follows: [Download Table] Year ended December 31, 1997.............................................................. $11,710 1998.............................................................. 16,152 1999.............................................................. 16,182 2000.............................................................. 7,500 2001.............................................................. 7,500 ------- Total Minimum Lease Payments...................................... $59,044 ======= NOTE 6--PENSION PLAN The Company has a 401(k) Profit Sharing Plan covering all full time employees meeting eligibility requirements. The Company matches fifty percent of the employee's contributions up to six percent of compensation. F-101
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INDEPENDENT AUDITORS' REPORT To the Division Manager of WRKI, WAXB, WPUT, WINE We have audited the accompanying combined balance sheet of WRKI, WAXB, WPUT, and WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) (the Divisions) as of May 29, 1998, and the related combined statements of operations and division equity and cash flows for the period of January 1, 1998 to May 29, 1998. These financial statements are the responsibility of the Divisions' management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of WRKI, WAXB, WPUT, and WINE as of May 29, 1998, and the results of their combined operations and their combined cash flows for the period of January 1, 1998 to May 29, 1998 in conformity with generally accepted accounting principles. Weeks Holderbaum Huber & DeGraw, LLP August 11, 1999 (except for Note 7, as to which the date is October 27, 1999) F-124
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WRKI/WAXB/WPUT/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) COMBINED BALANCE SHEET May 29, 1998 [Download Table] ASSETS Current Assets: Cash............................................................. $ 800 Accounts receivable, less allowance for doubtful accounts of $129,800........................................................ 663,099 ----------- Total Current Assets........................................... 663,899 Property, Plant and Equipment, net................................. 1,980,776 Intangible Assets, net............................................. 7,754,987 Other Assets....................................................... 16,743 ----------- Total Assets..................................................... $10,416,405 =========== LIABILITIES AND DIVISION EQUITY Accounts payable and accrued expenses.............................. $ 129,385 Division Equity.................................................... 10,287,020 ----------- Total Liabilities and Division Equity.......................... $10,416,405 =========== The Notes to Financial Statements are an Integral Part of this Statement F-125
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WRKI/WAXB/WPUT/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) COMBINED STATEMENT OF OPERATIONS AND DIVISION EQUITY For the period of January 1, 1998 to May 29, 1998 [Download Table] Revenues: Broadcast revenue................................................ $ 1,466,199 Less: agency commissions......................................... (102,647) ----------- Net Broadcast Revenue.......................................... 1,363,552 Other non-broadcast revenue...................................... 11,894 ----------- Total Revenue.................................................. 1,375,446 Expenses: Programming and technical........................................ 172,226 Sales and advertising............................................ 573,055 Administrative................................................... 322,743 ----------- Total Expenses................................................. 1,068,024 ----------- Income from Operations............................................. 307,422 Other Expenses: Depreciation..................................................... 60,515 Amortization..................................................... 86,300 ----------- Total Other Expenses........................................... 146,815 ----------- Net Income..................................................... 160,607 Division Equity at Beginning of Period............................. 10,346,902 Net Advances to Parent & Affiliates................................ (220,489) ----------- Division Equity at End of Period................................... $10,287,020 =========== The Notes to Financial Statements are an Integral Part of this Statement F-126
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WRKI/WAXB/WPUT/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) COMBINED STATEMENT OF CASH FLOWS For the period of January 1, 1998 to May 29, 1998 [Download Table] Cash Flows from Operating Activities: Net Income........................................................ $160,607 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and amortization..................................... 146,473 Bad debt provision................................................ (102,102) Decrease in accounts receivable................................... 32,689 Decrease in other current assets.................................. 25,653 Decrease in accounts payable...................................... (40,785) -------- Total Adjustments................................................. 61,928 -------- Net Cash Provided by Operating Activities....................... 222,535 Cash Flows from Investing Activities: Purchase of property and equipment................................ (2,046) Cash Flows from Financing Activities: Net repayment of advances from parent corporation................. (220,489) -------- Net Decrease in Cash and Cash Equivalents......................... -- Cash and Cash Equivalents at Beginning of Period.................. 800 -------- Cash and Cash Equivalents at End of Period........................ $ 800 ======== The Notes to Financial Statements are an Integral Part of this Statement F-127
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WRKI/WAXB/WPUT/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) NOTES TO FINANCIAL STATEMENTS NOTE 1--SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Business Commodore Media of Norwalk, Inc. (the Company) operates several radio stations in Connecticut and New York. The signals licensed by the FCC included in this presentation operate under the call letters of WRKI, WAXB, WPUT, and WINE (the Divisions). The Divisions derive their revenue primarily from the sale of radio advertising. Commodore Media of Norwalk, Inc. is a wholly owned subsidiary of Capstar Broadcasting. Contributions of Station Assets to Grantor Trust On May 29, 1998, Capstar Broadcasting Corporation contributed all of the rights, title, interest and obligations in all of the assets, properties, contracts, leases and agreements of the Divisions to the Capstar Trust. The company is the sole beneficiary of the trust. Revenue Recognition Broadcasting operations derive revenue primarily from the sale of program time and commercial announcements to local, regional and national advertisers. Revenue is recognized when the program and commercial announcements are broadcast. Advertising Costs The Divisions incur various marketing and promotional costs to add and maintain listenership. These costs are expensed as incurred. Use of Estimates The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from those estimates. Concentration of Credit Risk The Divisions' business activity is with customers located within the immediate geographic area. Blocks of advertising time are generally sold on credit on standard business terms. The Divisions' revenue and accounts receivable primarily relate to advertising of products and services within the radio stations' broadcast areas. The Divisions' perform ongoing credit evaluations of its customers' financial condition and, generally requires no collateral from its customers. Credit losses have been within management's expectations and adequate allowances for any uncollectible accounts receivables are maintained. The radio broadcasting industry is subject to federal regulation by the Federal Communications Commission. These governmental regulations and policies could change over time and there can be no assurance that such changes would not have a material impact upon the Divisions. F-128
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WRKI/WAXB/WPUT/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) NOTES TO FINANCIAL STATEMENTS--(Continued) Property and Equipment The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the lesser of the term of the related lease or the estimated useful lives of the assets. Depreciation is computed on the straight line method for financial reporting purposes and the double-declining balance method for income tax purposes. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. The useful lives of property and equipment for purposes of computing depreciation are: [Download Table] Office equipment................................................. 5-7 years Studio equipment................................................. 7 years Building, leasehold improvements and tower....................... 10-40 years Income Taxes The Divisions' file their income tax return on a consolidated basis with their parent company. Cash Flows For purposes of the statement of cash flows, cash equivalents include time deposits, certificates of deposits, and all highly liquid debt instruments with original maturities of three months or less. The Divisions incurred no interest expense or income taxes in the reporting period. Barter Transactions The Divisions barter unsold advertising time for products and services. Such transactions are recorded at the estimated fair value of the products or services received. Barter revenue is recorded when commercials are broadcast and related expenses are recorded when the bartered product or service is used. The fair value of barter and trade-out transactions is included in broadcasting revenue and broadcasting expense. Barter transactions charged to operations were as follows for the period of January 1, 1998 to January 29, 1998: [Download Table] Trade sales...................................................... $ 256,669 Trade expense.................................................... (258,173) --------- Net trade expense transactions................................. $ (1,504) ========= F-129
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WRKI/WAXB/WPUT/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) NOTES TO FINANCIAL STATEMENTS--(Continued) NOTE 2--PROPERTY, PLANT AND EQUIPMENT Property and equipment consisted of the following at May 29, 1998: [Download Table] Land............................................................. $ 339,214 Buildings and leasehold improvements............................. 644,746 Studio and transmission equipment................................ 1,117,583 Music library.................................................... 2,283 Office equipment and fixtures.................................... 101,998 ---------- Total.......................................................... 2,205,824 Less: accumulated depreciation................................... (225,048) ---------- Net Property and Equipment....................................... $1,980,776 ========== Property and equipment are pledged as collateral for various obligation of the divisions' corporate parent. (See Note 4). NOTE 3--INTANGIBLE ASSETS Intangible assets consisted of the following at May 29, 1998: [Download Table] FCC license...................................................... $8,003,448 Transmitter Site Lease........................................... 56,108 Goodwill......................................................... 32,000 ---------- Total.......................................................... 8,091,556 Less: accumulated amortization................................... (336,569) ---------- Net Intangible Assets............................................ $7,754,987 ========== The Divisions periodically evaluate intangible assets for potential impairment by analyzing the operating results, future cash flows on an undiscounted basis, trends and prospects of the Divisions, as well as by comparing them to their competitors. The Divisions also take into consideration recent acquisition patterns within the broadcast industry, the impact of recently enacted or potential FCC rules and regulations and any other events or circumstances which might indicate potential impact. At this time, in the opinion of management, no impairment has occurred. NOTE 4--RELATED PARTIES The Divisions receive advances from and pays advances to its parent corporation and other related affiliated companies. In addition, the parent corporation allocates expenses to the divisions based on revenue, which are related to corporate overhead and other costs related to the management and operation of the stations. The net assets of the station have been pledged on guarantees of various obligations of the corporate parent. F-130
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WRKI/WAXB/WPUT/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) NOTES TO FINANCIAL STATEMENTS--(Continued) NOTE 5--COMMITMENTS Operating Leases The Divisions lease various tower facilities under operating leases, which do not currently have expiration dates. The Divisions also contract for a variety of services and equipment through short-term agreements and leases under cash or barter arrangements. These agreements and leases are renewed or replaced at the end of their term at the discretion of management. Total rent expense for the period of January 1, 1998 to May 29, 1998 was approximately $16,000. Minimum future rentals under noncancelable operating leases having remaining terms in excess of one year for each of the next five years and in the aggregate are as follows: [Download Table] Year ended December 31, 1999............................................................. $ 40,427 2000............................................................. 41,017 2001............................................................. 42,029 2002............................................................. 43,094 2003............................................................. 43,605 -------- Total Minimum Lease Payments................................... $210,172 ======== NOTE 6--PENSION PLAN The Divisions have a 401(k) Profit Sharing Plan covering all full time employees meeting eligibility requirements. The Company matches fifty percent of the employee's contributions up to six percent of compensation. NOTE 7--SUBSEQUENT SALE OF CAPSTAR TRUST On October 27, 1999, the tangible assets, FCC license and goodwill of Capstar Trust were purchased by Aurora of Danbury, L.L.C. The total cost of the acquisition was $11,250,000. F-131
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INDEPENDENT AUDITORS' REPORT To the Division Manager of WRKI, WAXB, WPUT, WINE We have audited the accompanying combined balance sheet of WRKI, WAXB, WPUT, and WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) as of December 31, 1997, and the related combined statements of operations and division equity and cash flows for the year then ended. These financial statements are the responsibility of the Divisions' management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of WRKI, WAXB, WPUT, and WINE as of December 31, 1997, and the results of their combined operations and their combined cash flows for the year then ended in conformity with generally accepted accounting principles. Weeks Holderbaum Huber & DeGraw LLP August 11, 1999 (except for Note 7, as to which the date is October 27, 1999) F-134
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WRKI/WAXB/WPUT/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) COMBINED BALANCE SHEET December 31, 1997 [Download Table] ASSETS CURRENT ASSETS: Cash............................................................. $ 800 Accounts receivable, less allowance for doubtful accounts of $231,902........................................................ 593,685 ----------- Total current assets........................................... 594,485 PROPERTY, PLANT AND EQUIPMENT, NET................................. 2,038,905 INTANGIBLE ASSETS, NET............................................. 7,841,285 OTHER ASSETS....................................................... 42,397 ----------- Total assets................................................... $10,517,072 =========== LIABILITIES AND DIVISION EQUITY ACCOUNTS PAYABLE AND ACCRUED EXPENSES.............................. $ 170,170 DIVISION EQUITY.................................................... 10,346,902 ----------- Total liabilities and division equity.......................... $10,517,072 =========== The Notes to Financial Statements are an Integral Part of this Statement F-135
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WRKI/WAXB/WPUT/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) COMBINED STATEMENT OF OPERATIONS AND DIVISION EQUITY For the year ended December 31, 1997 [Download Table] Revenues: Broadcast revenue................................................ $ 3,975,767 Less: agency commissions......................................... (275,662) ----------- Net broadcast revenue.......................................... 3,700,105 Other non-broadcast revenue...................................... 15,754 ----------- Total revenue.................................................. 3,715,859 Expenses: Programming and technical........................................ 833,852 Sales and advertising............................................ 1,161,616 Administrative................................................... 1,069,475 ----------- Total expenses................................................. 3,064,943 ----------- Income from operations............................................. 650,916 Other expenses: Depreciation..................................................... 137,724 Amortization..................................................... 207,120 ----------- Total other expenses........................................... 344,844 ----------- Net income......................................................... 306,072 Division equity at beginning of year............................... 10,891,563 Net advances to parent and affiliates.............................. (850,733) ----------- Division equity at end of year..................................... $10,346,902 =========== The Notes to Financial Statements are an Integral Part of this Statement F-136
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WRKI/WAXB/WPUT/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) COMBINED STATEMENT OF CASH FLOWS For the year ended December 31, 1997 [Download Table] Cash flows from operating activities: Net income......................................................... $ 306,072 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization.................................... 344,745 Bad debt provision............................................... 11,384 Decrease in accounts receivable.................................. 190,802 Increase in other current assets................................. (11,778) Decrease in accounts payable..................................... (19,796) --------- Total adjustments.............................................. 515,357 --------- Net cash provided by operating activities...................... 821,429 Cash flows from investing activities: Purchase of property and equipment............................... (97,118) Cash flows from financing activities: Net repayment of advances to parent and affiliates............... (850,733) --------- NET DECREASE IN CASH AND CASH EQUIVALENTS...................... (126,422) Cash and cash equivalents at beginning of period................... 127,222 --------- Cash and cash equivalents at end of period......................... $ 800 ========= The Notes to Financial Statements are an Integral Part of this Statement F-137
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WRKI/WAXB/WPUT/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) NOTES TO FINANCIAL STATEMENTS NOTE 1--SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Business Commodore Media of Norwalk, Inc. (the Company) operates several radio stations in Connecticut and New York. The signals licensed by the FCC included in this presentation operate under the call letters of WRKI, WAXB, WPUT, and WINE (the Divisions). The Divisions derive their revenue primarily from the sale of radio advertising. Commodore Media of Norwalk, Inc. is a wholly owned subsidiary of Capstar Broadcasting. Transfer of Signals and Assets to Grantor Trust On January 1, 1997, the net assets of WZZN were transferred by the parent corporation to Commodore Media of Westchester, Inc. On May 29, 1998, Capstar Broadcasting Corporation contributed all of the rights, title, interest and obligations in all of the assets, properties, contracts, leases and agreements of the Divisions to the Capstar Trust. The company is the sole beneficiary of the trust. Revenue Recognition Broadcasting operations derive revenue primarily from the sale of program time and commercial announcements to local, regional and national advertisers. Revenue is recognized when the program and commercial announcements are broadcast. Advertising Costs The Divisions incur various marketing and promotional costs to add and maintain listenership. These costs are expensed as incurred. Use of Estimates The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from those estimates. Concentration of Credit Risk The Divisions' business activity is with customers located within the immediate geographic area. Blocks of advertising time are generally sold on credit on standard business terms. The Divisions' revenue and accounts receivable primarily relates to advertising of products and services within the radio stations' broadcast areas. The Divisions perform ongoing credit evaluations of its customers' financial condition and, generally requires no collateral from its customers. Credit losses have been within management's expectations and adequate allowances for any uncollectible accounts receivables are maintained. F-138
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WRKI/WAXB/WPUT/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) NOTES TO FINANCIAL STATEMENTS--(Continued) The radio broadcasting industry is subject to federal regulation by the Federal Communications Commission. These governmental regulations and policies could change over time and there can be no assurance that such changes would not have a material impact upon the Divisions. Property and Equipment The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the lesser of the term of the related lease or the estimated useful lives of the assets. Depreciation is computed on the straight line method for financial reporting purposes and the double declining balance method for income tax purposes. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. The useful lives of property and equipment for purposes of computing depreciation are: [Download Table] Office equipment................................................. 5-7 years Studio equipment................................................. 7 years Building, leasehold improvements and tower....................... 10-40 years Income Taxes The Divisions file their income tax return on a consolidated basis with their parent company. Cash Flows For purposes of the statement of cash flows, cash equivalents include time deposits, certificates of deposits, and all highly liquid debt instruments with original maturities of three months or less. The Divisions incurred no interest expense or income taxes in the reported period. Barter Transactions The Divisions barter unsold advertising time for products and services. Such transactions are recorded at the estimated fair value of the products or services received. Barter revenue is recorded when commercials are broadcast and related expenses are recorded when the bartered product or service is used. The fair value of barter and trade-out transactions is included in broadcasting revenue and broadcasting expense. Barter transactions charged to operations for the year ended December 31, 1997 were as follows: [Download Table] Trade sales....................................................... $ 514,208 Trade expense..................................................... (482,143) --------- Net Trade Revenue Transactions.................................. $ 32,065 ========= F-139
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WRKI/WAXB/WPUT/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) NOTES TO FINANCIAL STATEMENTS--(Continued) NOTE 2--PROPERTY, PLANT AND EQUIPMENT Property and equipment consisted of the following at December 31, 1997: [Download Table] Land............................................................. $ 339,214 Buildings and leasehold improvements............................. 644,746 Studio and transmission equipment................................ 1,115,975 Music library.................................................... 2,283 Office equipment and fixtures.................................... 101,560 ---------- Total.......................................................... 2,203,778 Less: accumulated depreciation................................... (164,873) ---------- Net Property and Equipment....................................... $2,038,905 ========== Property and equipment are pledged as collateral for various obligation of the divisions' corporate parent. (See Note 4). NOTE 3--INTANGIBLE ASSETS Intangible assets consisted of the following at December 31, 1997: [Download Table] FCC license...................................................... $8,003,448 Transmitter site lease........................................... 56,108 Goodwill......................................................... 32,000 ---------- Total.......................................................... 8,091,556 Less: accumulated amortization................................... (250,271) ---------- Net Intangible Assets............................................ $7,841,285 ========== The Divisions periodically evaluate intangible assets for potential impairment by analyzing the operating results, future cash flows on an undiscounted basis, trends and prospects of the Divisions, as well as by comparing them to their competitors. The Divisions also take into consideration recent acquisition patterns within the broadcast industry, the impact of recently enacted or potential FCC rules and regulations and any other events or circumstances which might indicate potential impact. At this time, in the opinion of management, no impairment has occurred. NOTE 4--RELATED PARTIES The divisions receive advances from and pays advances to its parent corporation and other related affiliated companies. In addition the parent corporation allocates expenses to the divisions based on revenue, which are related to corporate overhead and other costs related to the management and operation of the stations. The net assets of the Station have been pledged on guarantees of various obligations of the corporate parent. F-140
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WRKI/WAXB/WPUT/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) NOTES TO FINANCIAL STATEMENTS--(Continued) NOTE 5--COMMITMENTS Operating Leases The Divisions lease various tower facilities under operating leases, which do not currently have expiration dates. Total rent expense for 1997 was approximately $35,500. The Divisions also contract for a variety of services and equipment through short-term agreements and leases under cash or barter arrangements. These agreements and leases are renewed or replaced at the end of their term at the discretion of management. Minimum future rentals under noncancelable operating leases having remaining terms in excess of one year for each of the next five years and in the aggregate are as follows: [Download Table] Year ended December 31, 1998............................................................. $ 37,625 1999............................................................. 40,427 2000............................................................. 41,017 2001............................................................. 42,029 2002............................................................. 43,094 -------- Total Minimum Lease Payments................................... $204,192 ======== NOTE 6--PENSION PLAN The Divisions have a 401(k) Profit Sharing Plan covering all full time employees meeting eligibility requirements. The Company matches fifty percent of the employee's contributions up to six percent of compensation. NOTE 7--SUBSEQUENT SALE OF CAPSTAR TRUST On October 27, 1999, the tangible assets, FCC license and goodwill of Capstar Trust were purchased by Aurora of Danbury, L.L.C. The total cost of the acquisition was $11,250,000. F-141
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INDEPENDENT AUDITORS' REPORT To the Division Manager of WRKI, WAXB, WPUT, WZZN, WINE We have audited the accompanying combined balance sheet of WRKI, WAXB, WPUT, WZZN and WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) (the Divisions) as of December 31, 1996, and the related combined statements of operations and division equity and cash flows for the year then ended. These financial statements are the responsibility of the Divisions' management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of WRKI, WAXB, WPUT, WZZN, and WINE as of December 31, 1996, and the results of their combined operations and their combined cash flows for the year then ended in conformity with generally accepted accounting principles. Weeks Holderbaum Huber & DeGraw LLP August 11, 1999 (except for Note 7, as to which the date is October 27, 1999) F-144
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WRKI/WAXB/WPUT/WZZN/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) COMBINED BALANCE SHEET December 31, 1996 [Download Table] ASSETS CURRENT ASSETS: Cash............................................................. $ 127,222 Accounts receivable, less allowance for doubtful accounts of $220,518........................................................ 795,871 ----------- Total current assets........................................... 923,093 PROPERTY, PLANT AND EQUIPMENT, NET................................. 2,079,411 INTANGIBLE ASSETS, NET............................................. 8,048,406 OTHER ASSETS....................................................... 30,619 ----------- Total assets................................................... $11,081,529 =========== LIABILITIES AND DIVISION EQUITY Accounts payable and accrued expenses.............................. $ 189,966 Division equity.................................................... 10,891,563 ----------- Total liabilities and division equity.......................... $11,081,529 =========== The Notes to Financial Statements are an Integral Part of this Statement F-145
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WRKI/WAXB/WPUT/WZZN/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) COMBINED STATEMENT OF OPERATIONS AND DIVISION EQUITY For the year ended December 31, 1996 [Download Table] Revenues: Broadcast revenue................................................ $ 4,151,424 Less: agency commissions......................................... (304,903) ----------- Net broadcast revenue.......................................... 3,846,521 Other non-broadcast revenue...................................... 41,410 ----------- Total revenue.................................................. 3,887,931 Expenses: Programming and technical........................................ 925,407 Sales and advertising............................................ 1,436,296 Administrative................................................... 1,098,778 ----------- Total expenses................................................. 3,460,481 ----------- Income from operations............................................. 427,450 Other expenses: Depreciation..................................................... 137,724 Amortization..................................................... 207,120 ----------- Total other expenses........................................... 344,844 ----------- Net income......................................................... 82,606 Division equity at beginning of year............................... 10,808,957 ----------- Division equity at end of year..................................... $10,891,563 =========== The Notes to Financial Statements are an Integral Part of this Statement F-146
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WRKI/WAXB/WPUT/WZZN/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) COMBINED STATEMENT OF CASH FLOWS For the year ended December 31, 1996 [Download Table] Cash flows from operating activities: Net income......................................................... $ 82,606 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization.................................... 344,844 Bad debt provision............................................... 162,696 Increase in accounts receivable.................................. (489,817) Increase in other current assets................................. (29,081) Increase in accounts payable..................................... 138,875 --------- Total adjustments.............................................. 127,517 --------- Net cash provided by operating activities...................... 210,123 Cash flows from investing activities: Purchase of property and equipment............................... (10,879) Cash flows from financing activities: Net repayment of advances from equity holder..................... (231,407) --------- Net decrease in cash and cash equivalents.......................... (32,163) Cash and cash equivalents at beginning of period................... 159,385 --------- Cash and cash equivalents at end of period......................... $ 127,222 ========= The Notes to Financial Statements are an Integral Part of this Statement F-147
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WRKI/WAXB/WPUT/WZZN/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) NOTES TO FINANCIAL STATEMENTS NOTE 1--SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Business Commodore Media of Norwalk, Inc. (the Company) operates several radio stations in Connecticut and New York. The signals licensed by the FCC included in this presentation operate under the call letters of WRKI, WAXB, WPUT, WZZN, and WINE (the Divisions). The Divisions derive their revenue primarily from the sale of radio advertising. Sale of Stations In October 1996, Commodore Media of Norwalk, Inc. was purchased by Capstar Broadcasting in a business combination which was accounted for as a purchase. Pursuant to this transaction the Company became a wholly owned subsidiary of Capstar Broadcasting. During 1997, the net assets of WZZN were transferred by the parent corporation to Commodore Media of Westchester, Inc., an entity affiliated by common ownership. The results of operations of the acquired Divisions are included in the accompanying financial statements for the entire year. The total cost of the acquisition, exceeded the fair value of the net assets of the stations by approximately $8,100,000, which has been allocated to the stations FCC license and goodwill. The excess is being amortized on the straight-line method over forty years. On May 29, 1998, Capstar Broadcasting contributed all of the rights, title, interest and obligations in all of the assets, properties, contrasts, leases and agreements of the Divisions to Capstar Trust. Revenue Recognition Broadcasting operations derive revenue primarily from the sale of program time and commercial announcements to local, regional and national advertisers. Revenue is recognized when the program and commercial announcements are broadcast. Advertising Costs The Divisions incur various marketing and promotional costs to add and maintain listenership. These costs are expensed as incurred. Use of Estimates The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from those estimates. F-148
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WRKI/WAXB/WPUT/WZZN/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) NOTES TO FINANCIAL STATEMENTS--(Continued) Concentration of Credit Risk The Divisions' business activity is with customers located within the immediate geographic area. Blocks of advertising time are generally sold on credit on standard business terms. The Divisions' revenue and accounts receivable primarily relate to advertising of products and services within the radio stations' broadcast areas. The Divisions perform ongoing credit evaluations of their customers' financial condition and, generally requires no collateral from its customers. Credit losses have been within management's expectations and adequate allowances for any uncollectible accounts receivables are maintained. The radio broadcasting industry is subject to federal regulation by the Federal Communications Commission. These governmental regulations and policies could change over time and there can be no assurance that such changes would not have a material impact upon the Divisions. Property and Equipment The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the lesser of the term of the related lease or the estimated useful lives of the assets. Depreciation is computed on the straight line method for financial reporting purposes and the double-declining balance method for income tax purposes. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. The useful lives of property and equipment for purposes of computing depreciation are: [Download Table] Office equipment and fixtures.................................... 5-7 years Studio equipment................................................. 7 years Building, leasehold improvements and tower....................... 10-40 years Income Taxes The Divisions file their income tax return on a consolidated basis with their parent company. Cash Flows For purposes of the statement of cash flows, cash equivalents include time deposits, certificates of deposits, and all highly liquid debt instruments with original maturities of three months or less. The Divisions incurred no interest or income taxes in the reporting period. Barter Transactions The Divisions barter unsold advertising time for products and services. Such transactions are recorded at the estimated fair value of the products or services received. Barter revenue is recorded when commercials are broadcast and related expenses are recorded when the bartered product or service is used. F-149
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WRKI/WAXB/WPUT/WZZN/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) NOTES TO FINANCIAL STATEMENTS--(Continued) The fair value of barter and trade-out transactions is included in broadcasting revenue and broadcasting expense. Barter transactions charged to operations for the period ended December 31, 1996 were as follows: [Download Table] Trade sales....................................................... $ 484,265 Trade expense..................................................... (413,279) --------- Net trade revenue transactions.................................. $ 70,986 ========= NOTE 2--PROPERTY, PLANT AND EQUIPMENT Property and equipment consisted of the following at December 31, 1996: [Download Table] Land............................................................. $ 339,214 Buildings and leasehold improvements............................. 642,306 Studio and transmission equipment................................ 1,026,649 Music library.................................................... 2,217 Office equipment and fixtures.................................... 96,274 ---------- Total.......................................................... 2,106,660 Less: accumulated depreciation................................... (27,249) ---------- Net property and equipment....................................... $2,079,411 ========== Property and equipment are pledged as collateral for various obligation of the divisions' corporate parent. (See Note 4). NOTE 3--INTANGIBLE ASSETS Intangible assets consisted of the following at December 31, 1996: [Download Table] FCC license...................................................... $8,003,448 Goodwill......................................................... 32,000 Transmitter site lease........................................... 56,108 ---------- Total.......................................................... 8,091,556 Less: accumulated amortization................................... (43,150) ---------- Net intangible assets............................................ $8,048,406 ========== The Divisions periodically evaluate intangible assets for potential impairment by analyzing the operating results, future cash flows on an undiscounted basis, trends and prospects of the Divisions stations, as well as by comparing them to their competitors. The Divisions also take into consideration recent acquisition patterns within the broadcast industry, the impact of recently enacted or potential FCC rules and regulations and any other events or circumstances which might indicate potential impact. At this time, in the opinion of management, no impairment has occurred. F-150
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WRKI/WAXB/WPUT/WZZN/WINE (Operating Divisions of Commodore Media of Norwalk, Inc.) NOTES TO FINANCIAL STATEMENTS--(Continued) NOTE 4--RELATED PARTIES The Divisions receive advances from and pay advances to their parent corporation and other related affiliated companies. In addition the parent corporation allocates expenses to the divisions based on revenue, which are related to corporate overhead and other costs related to the management and operation of the stations. The net assets of the stations have been pledged as guarantees of various obligations of the corporate parent. NOTE 5--COMMITMENTS Operating Leases The Divisions lease various tower facilities under operating leases, which do not currently have expiration dates. Total Rent expense for 1996 was approximately $30,000. The Divisions also contracts for a variety of services and equipment through short-term agreements and leases under cash or barter arrangements. These agreements and leases are renewed or replaced at the end of their term at the discretion of management. Minimum future rentals under noncancelable operating leases having remaining terms in excess of one year for each of the next five years and in the aggregate are as follows: [Download Table] Year ended December 31, 1997............................................................. $ 35,453 1998............................................................. 37,625 1999............................................................. 40,427 2000............................................................. 41,017 2001............................................................. 42,029 -------- Total minimum lease payments................................... $196,551 ======== NOTE 6--PENSION PLAN The Divisions have a 401(k) Profit Sharing Plan covering all full time employees meeting eligibility requirements. The Divisions matches fifty percent of the employee's contributions up to six percent of compensation. NOTE 7--SUBSEQUENT SALE OF CAPSTAR TRUST On October 27, 1999, the tangible assets, FCC license and goodwill of Capstar Trust were purchased by Aurora of Danbury, L.L.C. The total cost of the acquisition was $11,250,000. F-151
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-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Through and including , 2000 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Shares Nassau Broadcasting Corporation Class A Common Stock ----------------- PROSPECTUS ----------------- Merrill Lynch & Co. Salomon Smith Barney Banc of America Securities LLC , 2000 -------------------------------------------------------------------------------- --------------------------------------------------------------------------------
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +The information in this prospectus is not complete and may be changed. We may + +not sell these securities until the registration statement filed with the + +Securities and Exchange Commission is effective. This prospectus is not an + +offer to sell these securities and it is not soliciting an offer to buy these + +securities in any state where the offer or sale is not permitted. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ Alternative Page for International Prospectus Subject to Completion Preliminary Prospectus dated May 9, 2000 P R O S P E C T U S Shares Nassau Broadcasting Corporation Class A Common Stock ----------- This is Nassau's initial public offering. Nassau is selling all of the shares. The international managers are offering shares outside the U.S. and Canada and the U.S. underwriters are offering shares in the U.S. and Canada. We expect the public offering price to be between $ and $ per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares will be quoted on the Nasdaq National Market under the symbol "NBCR." Investing in the class A common stock involves risks that are described in the "Risk Factors" section beginning on page 13 of this prospectus. ----------- [Download Table] Per Share Total --------- ----- Public offering price............................. $ $ Underwriting discount............................. $ $ Proceeds, before expenses, to Nassau.............. $ $ The international managers may also purchase up to an additional shares from Nassau at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover over- allotments. The U.S. underwriters may similarly purchase up to an additional shares from Nassau. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The shares of class A common stock will be ready for delivery on or about , 2000. ----------- Merrill Lynch International Schroder Salomon Smith Barney ----------- The date of this prospectus is , 2000. A-1
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Alternative Page for International Prospectus UNDERWRITING We intend to offer the shares outside the U.S. and Canada through the international managers and in the U.S. and Canada through the U.S. underwriters. Merrill Lynch International and Salomon Brothers International Limited are acting as lead managers for the international managers named below. Subject to the terms and conditions described in an international purchase agreement among us and the international managers, and concurrently with the sale of shares to the U.S. underwriters, we have agreed to sell to the international managers, and the international managers severally have agreed to purchase from us, the number of shares listed opposite their names below. [Download Table] Number International Manager of Shares --------------------- --------- Merrill Lynch International..................................... Salomon Brothers International Limited.......................... ---- Total...................................................... ==== We have also entered into a U.S. purchase agreement with the U.S. underwriters, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc. and Banc of America Securities LLC are acting as U.S. representatives, for sale of the shares in the U.S. and Canada. Subject to the terms and conditions in the U.S. purchase agreement, and concurrently with the sale of shares to the international managers pursuant to the international purchase agreement, we have agreed to sell to the U.S. underwriters, and the U.S. underwriters severally have agreed to purchase shares from us. The initial public offering price per share and the total underwriting discount per share are identical under the international purchase agreement and the U.S. purchase agreement. The international managers and the U.S. underwriters have agreed to purchase all of the shares sold under the international and U.S. purchase agreements if any of these shares are purchased. If an underwriter defaults, the international and U.S. purchase agreements provide that the purchase commitments of the nondefaulting underwriters may be increased or the purchase agreements may be terminated. The closings for the sale of shares to be purchased by the international managers and the U.S. underwriters are conditioned on one another. We have agreed to indemnify the international managers and the U.S. underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the international managers and U.S. underwriters may be required to make in respect of those liabilities. The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the purchase agreements, such as the receipt by the underwriters of officer's certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. Schroders is a trademark of Schroders Holdings plc and is used under license by Salomon Smith Barney. Commissions and Discounts The lead managers have advised us that the international managers propose initially to offer the shares to the public at the initial public offering price on the cover page of this prospectus and to dealers at that price less a concession not in excess of $ per share. The international managers may allow, and the dealers may reallow, a discount not in excess of $ per share to other dealers. After the initial public offering, the public offering price, concession and discount may be changed. A-2
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Alternative Page for International Prospectus The following table shows the public offering price, underwriting discount and proceeds before expenses to Nassau. In addition, the table includes certain other items considered by the NASD to be underwriting compensation for purposes of the NASD's Conduct Rules. The information assumes either no exercise or full exercise by the international managers and the U.S. underwriters of their over-allotment options. [Download Table] Per Share Without Option With Option --------- -------------- ----------- Public offering price.................. $ $ $ Underwriting discount.................. $ $ $ Proceeds, before expenses, to Nassau... $ $ $ Other items............................ Merrill Lynch Capital Corporation, an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, owns shares of our class A common stock which were received upon conversion of limited partnership units acquired in connection with our recapitalization. The compensation in the table above in the line titled "other items" was computed based on the difference between the $ offering price and $ , the price deemed to be paid for the shares of class A common stock held by Merrill Lynch Capital Corporation. The expenses of the offering, not including the underwriting discount, are estimated at $ and are payable by us, as set forth in the following table. [Download Table] SEC registration fee...................................................... $ NASD filing fee........................................................... Nasdaq National Market listing fee........................................ Printing and engraving expenses........................................... Legal fees and expenses................................................... Accounting fees and expenses.............................................. Blue sky fees and expenses (including legal fees)......................... Transfer agent and registrar fees and expenses............................ Premiums for director and officer insurance............................... Miscellaneous............................................................. ---- Total................................................................... $ ==== Over-allotment Option We have granted an option to the international managers to purchase up to additional shares at the public offering price less the underwriting discount. The international managers may exercise this option for 30 days from the date of this prospectus solely to cover any over-allotments. If the international managers exercise this option, each will be obligated, subject to conditions contained in the purchase agreements, to purchase a number of additional shares proportionate to that international manager's initial amount reflected in the above table. We have also granted an option to the U.S. underwriters, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares to cover any over-allotments on terms similar to those granted to the international managers. Intersyndicate Agreement The international managers and the U.S. underwriters have entered into an intersyndicate agreement that provides for the coordination of their activities. Under the intersyndicate agreement, the international managers and the U.S. underwriters may sell shares to each other for purposes of resale at the initial public A-3
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Alternative Page for International Prospectus offering price, less an amount not greater than the selling concession. Under the intersyndicate agreement, the international managers and any dealer to whom they sell shares will not offer to sell or sell shares to persons who are U.S. or Canadian persons or to persons they believe intend to resell to persons who are U.S. or Canadian persons, except in the case of transactions under the intersyndicate agreement. Similarly, the U.S. underwriters and any dealer to whom they sell shares will not offer to sell or sell shares to non-U.S. persons or non-Canadian persons or to persons they believe intend to resell to non-U.S. or non-Canadian persons, except in the case of transactions under the intersyndicate agreement. Reserved Shares At our request, the underwriters have reserved for sale, at the initial public offering price, up to shares offered by this prospectus for sale to some of our directors, officers, employees and business associates. If these persons purchase reserved shares, this will reduce the number of shares available for sale to the general public. Any reserved shares that are not orally confirmed for purchase within one day of the pricing of this offering will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus. Purchasers of shares pursuant to the reserved share program generally will not be subject to lock-up agreements in respect of the shares so purchased unless required by the Conduct Rules of the NASD. The NASD's Conduct Rules will require that some purchasers of shares who are affiliated or associated with NASD members or who hold senior positions at financial institutions or members of their immediate families be subject to three-month lock-up agreements. No Sales of Similar Securities We and our executive officers and directors and most of our existing stockholders have agreed, with limited exceptions, not to sell or transfer any common stock for 180 days after the date of this prospectus without first obtaining the written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc. Specifically, we and these other individuals have agreed not to directly or indirectly . offer, pledge, sell or contract to sell any common stock, other than common stock issued by us in connection with our purchase of Aurora Communications; . sell any option or contract to purchase any common stock; . purchase any option or contract to sell any common stock; . grant any option, right or warrant for the sale of any common stock, other than pursuant to our stock incentive plan; . lend or otherwise dispose of or transfer any common stock; . request or demand that we file a registration statement related to any common stock; or . enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise. This lockup provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. Quotation on the Nasdaq National Market We expect the shares to be approved for quotation on the Nasdaq National Market, subject to notice of issuance, under the symbol "NBCR." A-4
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Alternative Page for International Prospectus Before this offering, there has been no public market for our class A common stock. The initial public offering price will be determined through negotiations among us and the U.S. representatives and lead managers. In addition to prevailing market conditions, the primary factors to be considered in determining the initial public offering price are . the valuation multiples of publicly traded companies that the U.S. representatives and the lead managers believe to be comparable to us; . our financial information; . the history of, and the prospects for, our company and the industry in which we compete; . an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues; . the present state of our development; . the general condition of the securities market at the time of this offering; and . the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours. An active trading market for the shares may not develop. It is also possible that after the offering the shares will not trade in the public market at or above the initial public offering price. UK Selling Restrictions Each international manager has agreed that . it has not offered or sold and will not offer or sell any shares of shares of our class A common stock to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; . it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the class A common stock in, from or otherwise involving the United Kingdom; and . it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issuance of class A common stock to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 as amended by the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1997 or is a person to whom such document may otherwise lawfully be issued or passed on. No Public Offering Outside the United States No action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the shares of class A common stock, or the possession, circulation or distribution of this prospectus or any other material relating to us or shares of our class A common stock in any jurisdiction where action for that purpose is required. Accordingly, the shares of our class A common stock may not be offered or sold, directly or indirectly, and neither this prospectus nor any other offering material or advertisements in connection with the shares of our class A common stock may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of that country or jurisdiction. A-5
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Alternative Page for International Prospectus You may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to the offering price on the cover of this prospectus. Price Stabilization, Short Positions and Penalty Bids Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our class A common stock. However, the U.S. representatives may engage in transactions that stabilize the price of the class A common stock, such as bids or purchases to peg, fix or maintain that price. If the underwriters create a short position in the class A common stock in connection with the offering, i.e., if they sell more shares than are listed on the cover of this prospectus, the U.S. representatives may reduce that short position by purchasing shares in the open market. The U.S. representatives may also elect to reduce any short position by exercising all or part of the over- allotment options described above. Purchases of the class A common stock to stabilize its price or to reduce a short position may cause the price of the class A common stock to be higher than it might be in the absence of such purchases. The U.S. representatives may also impose a penalty bid on underwriters and selling group members. This means that if the U.S. representatives purchase shares in the open market to reduce the underwriters' short position or to stabilize the price of such shares, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those shares. The imposition of a penalty bid may also affect the price of the shares in that it discourages resales of those shares. Neither we nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the class A common stock. In addition, neither we nor any of the underwriters makes any representation that the U.S. representatives or the lead managers will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice. These transactions may be effected on the Nasdaq National Market, in the over- the-counter market or otherwise. Other Relationships Merrill Lynch, Pierce, Fenner & Smith Incorporated has acted as our financial advisor in connection with our pending acquisition of Aurora Communications and our reorganization. In addition, Merrill Lynch has acted as sole placement agent with respect to our units consisting of 13% senior discount notes due 2010 and limited partnership units, and as sole lead arranger, book running manager and syndication agent with respect to our new credit facility. Merrill Lynch has received customary fees and commissions for these transactions. Merrill Lynch Capital Corporation, an affiliate of Merrill Lynch, owns $20.0 million aggregate principal amount of our senior discount notes and shares of our class A common stock. Merrill Lynch Capital Corporation is also a lender under our new credit facility. We expect to issue shares of class C common stock to BancAmerica Capital Investors SBIC I, L.P., an affiliate of Banc of America Securities LLC, in connection with the Aurora Communications acquisition. Merrill Lynch Capital Corporation has agreed that it will not, with limited exceptions, sell, transfer, assign, pledge or hypothecate any shares of class A common stock for one year after the date of this prospectus. A-6
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Alternative Page for International Prospectus -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Through and including , 2000 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. --------------- PROSPECTUS --------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Shares Nassau Broadcasting Corporation Class A Common Stock Merrill Lynch International Schroder Salomon Smith Barney , 2000 A-7
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PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution Set forth below is a table of the registration fee for the Securities and Exchange Commission, the filing fee for the National Association of Securities Dealers, Inc., the listing fee for the Nasdaq National Market and estimates of all other expenses to be incurred in connection with the issuance and distribution of the securities described in this registration statement, other than underwriting discounts and commissions: [Download Table] SEC registration fee................................................. $ NASD filing fee...................................................... Nasdaq National Market listing fee................................... Printing and engraving expenses...................................... Legal fees and expenses.............................................. Accounting fees and expenses......................................... Blue sky fees and expenses........................................... Transfer agent and registrar fees and expenses....................... Premiums for director and officer insurance.......................... Miscellaneous expenses............................................... ---- Total.............................................................. $ ==== Item 14. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law allows for the indemnification of officers, directors and any corporate agents in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities, including reimbursement for expenses incurred arising under the Securities Act. Our certificate of incorporation and our by-laws provide for indemnification of our directors, officers, employees and other agents to the extent and under the circumstances permitted by the Delaware General Corporation Law. We also expect to enter into agreements with our directors and executive officers that require, among other things, that we indemnify them against certain liabilities that may arise by reason of their status or service as directors and executive officers to the fullest extent permitted by Delaware law. We expect to purchase directors and officers liability insurance, which provides coverage against certain liabilities, including liabilities under the Securities Act. Item 15. Recent Sales of Unregistered Securities Within the past three years, we have issued and sold securities to accredited investors or qualified institutional buyers on the dates and for the consideration set forth below in transactions exempt from registration under the Securities Act of 1933, as amended. 1. From 1995 to 1997, we issued 8.0% subordinated discount notes to our existing stockholders, all of whom are accredited investors. On May 4, 2000, we repaid all of these subordinated discount notes for aggregate consideration of $42.4 million. 2. On May 4, 2000, we issued and sold units consisting of senior discount notes and limited partnership units to qualified institutional buyers for gross proceeds of $60.0 million. 3. Immediately prior to this offering, we effected a reorganization in which all the equity interests in Nassau Broadcasting Partners, L.P., were exchanged for shares of our common stock. See the section "Reorganization" in the prospectus. 4. As part of our expected acquisition of Aurora Communications, LLC, the holders of equity interests in Aurora Communications will receive $35.0 million of our class C common stock. II-1
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Item 16. Exhibits and Financial Statement Schedules (a) Exhibits: [Download Table] Exhibit No. Description ------- ----------- 1.1** Form of U.S. purchase agreement. 1.2** Form of international purchase agreement. 2.1 Purchase and Exchange Agreement dated March 24, 2000 relating to the acquisition of Aurora Communications, LLC. 2.2** Amendment No. 1 to the Purchase and Exchange Agreement dated May 4, 2000. 2.3 Asset Purchase Agreement dated February 29, 2000 among Nassau Broadcasting Partners, L.P. and Clear Channel Communications, Inc. and Clear Channel Broadcasting Licenses, Inc. 2.4** Stock Purchase Agreement dated July 1, 1996 between Nassau Broadcasting Partners, L.P. and Joseph E. Buckelew, Jean M. Kvistad, Steven V. Lane, Edward Levy and Roy G. Simmons. 2.5 Asset Purchase Agreement dated January 21, 1999 between Nassau Broadcasting Partners, L.P. and Multicultural Radio Broadcasting, Inc. 2.6** Asset Purchase Agreement dated August 30, 1996 between Nassau Broadcasting Partners, L.P. and Great Scott Broadcasting Ltd. 2.7 Asset Purchase Agreement dated August 7, 1998 between Nassau Broadcasting Partners, L.P. and Port Jarvis Broadcasting Co., Inc. 2.8** Stock Purchase Agreement dated June , 1999 among Nassau Broadcasting Partners L.P., Jersey Devil Broadcasting Co., Southern Ocean Broadcasting, Inc., Great American Communications Co. and Manahawkin Communications Corporation. 3.1** Certificate of incorporation of the registrant. 3.2** By-laws of the registrant. 4.1** Specimen certificate for shares of class A common stock. 4.2** Specimen certificate for shares of class B common stock. 4.3** Specimen certificate for shares of class C common stock. 4.4** Units Purchase Agreement, dated May 4, 2000 relating to $60,000,000 senior discount notes. 4.5** Form of senior discount note (see Exhibit 4.4). 4.6** Credit agreement, dated May 4, 2000 among Nassau Broadcasting Partners, L.P., Merrill Lynch Capital Corporation and the other lenders. 5.1** Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to the legality of the securities being offered. 10.1** Time Brokerage Agreement dated July 1, 1996 among North Shore Broadcasting Corporation and Seashore Broadcasting Corporation and Nassau Broadcasting Partners, L.P. 10.2 Time Brokerage Agreement dated January 21, 1999 between Multicultural Radio Broadcasting, Inc. and Nassau Broadcasting Partners, L.P. 10.3** Time Brokerage Agreement dated November 12, 1998 between Multicultural Radio Broadcasting, Inc. and Nassau Broadcasting Partners, L.P. 10.4** Local Marketing Agreement dated June 1, 1997 between Great Scott Broadcasting, Ltd. and Nassau Broadcasting Partners, L.P. 10.5** Time Brokerage Agreement dated August 1, 1998 between Port Jarvis Broadcasting Co., Inc. and Nassau Broadcasting Partners, L.P. II-2
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[Download Table] Exhibit No. Description ------- ----------- 10.6** Time Brokerage Agreement dated February 12, 1997 among Manahawkin Communications Corporation, Jersey Devil Broadcasting, Inc., Southern Ocean Broadcasting, Inc., Great American Communications Co. and Nassau Broadcasting Partners, L.P. 10.7** Loan Agreement among Nassau Broadcasting Partners, L.P. and Amresco Commercial Finance, Inc. and Lenders dated August 28, 1998. 10.8** Stock Incentive Plan 10.9** Employment agreement with Louis F. Mercatanti, Jr., dated , 2000. 10.10** Employment agreement with Michael S. Libretti, dated , 2000. 10.11** Employment agreement with Peter D. Tonks, dated , 2000. 10.12** Registration Rights Agreement dated May , 2000 among Nassau Broadcasting Partners, L.P., Spectrum Equity Investors, L.P., Spectrum Equity Investors II, L.P., Grotech Partners IV, L.P., Toronto Dominion (U.S.A.), Inc, Nassau Holdings, Inc., Noel P. Rahn and Nassau Broadcasting Company 10.13** Common Stock Registration Rights dated May 4, 2000 among Nasssau Broadcasting Partners, L.P., Merrill Lynch Capital Corporation, Bank of Montreal, The Bank of Nova Scotia, OZ Master Fund, Ltd. and Caisse de Depot et Placement du Quebec. 10.14** Form of Registration Rights Agreement to be entered into among Nassau Broadcasting Corporation and some of the selling holders of equity interests of Aurora Communications, LLC. 10.15** Agreement dated January 31, 1999 by and between Nassau Broadcasting, Inc. and Nassau Broadcasting Partners, L.P. 11.1** Statement regarding computation of per share earnings. 12.1** Statement regarding computation of ratios. 21.1 Subsidiaries of the registrant. 23.1* Consent of Grant Thornton LLP. 23.2* Consent of Ernst & Young LLP. 23.3* Consent of Deloitte & Touche LLP. 23.4* Consent of Weeks Holderbaum Huber & Degraw, LLP 23.5** Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). 24* Power of attorney (included on the signature pages to this registration statement). -------- * Filed herewith. ** To be filed by amendment. (b) Financial Statement Schedules: II-2--1
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Report of Independent Certified Public Accountants on Schedule The Partners of Nassau Broadcasting Partners, L.P. In connection with our audit of the financial statements of Nassau Broadcasting Partners, L.P. referred to in our report dated March 1, 2000, which is included in the Prospectus constituting Part I of this Registration Statement, we also audited Schedule II for each of the three years in the period ended December 31, 1999. In our opinion, this schedule presents fairly, in all material respects, the information required to be set forth therein. Grant Thornton LLP Edison, NJ March 1, 2000 Nassau Broadcasting Partners, L.P. Schedule II--Valuation and Qualifying Accounts Years Ended December 31, 1999, 1998 and 1997 [Download Table] Balance at Charged beginning to Costs Deductions Balance End Description of Period and Expenses (A) of Period ----------- ---------- ------------ ---------- ----------- 1999 Allowance for doubtful accounts $331,000 $904,000 $(919,000) $316,000 ======== ======== ========= ======== 1998 Allowance for doubtful accounts $135,000 $470,000 $(274,000) $331,000 ======== ======== ========= ======== 1997 Allowance for doubtful accounts $169,000 $508,000 $(542,000) $135,000 ======== ======== ========= ======== (A) Represents write-offs II-3
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Item 17. Undertakings Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. The Registrant undertakes that: (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3--1
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SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on May 9, 2000. Nassau Broadcasting Corporation /s/ Michael S. Libretti By: _________________________________ Name: Michael S. Libretti Title: Director POWER OF ATTORNEY Each of the undersigned officers and directors of Nassau, a Delaware corporation, hereby constitutes and appoints Michael S. Libretti and Timothy R. Smith and each of them, severally, as his attorney-in-fact and agent, with full power of substitution and resubstitution, in his name and on his behalf, to sign in any and all capacities this registration statement and any and all amendments (including post-effective amendments) and exhibits to this registration statement, any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and any and all amendments (including post-effective amendments) and exhibits thereto, and any and all applications and other documents relating thereto, with the Securities and Exchange Commission, with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on May 9, 2000. [Download Table] Signature Title Date --------- ----- ---- /s/ Louis F. Mercatanti, Jr. President, Chief Executive May 9, 2000 ______________________________________ Officer, Director and Louis F. Mercatanti, Jr. Principal Executive Officer /s/ Michael S. Libretti Executive Vice President May 9, 2000 ______________________________________ and Chief Financial Michael S. Libretti Officer /s/ Peter D. Tonks Director of Accounting & May 9, 2000 ______________________________________ Human Resources and Peter D. Tonks Principal Accounting Officer /s/ Brion B. Applegate Director May 9, 2000 ______________________________________ Brion B. Applegate II-4
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[Download Table] Signature Title Date --------- ----- ---- /s/ William B. Collatos Director May 9, 2000 ______________________________________ William B. Collatos /s/ Stuart D. Frankel Director May 9, 2000 ______________________________________ Stuart D. Frankel II-5
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EXHIBIT INDEX [Download Table] Exhibit No. Description ------- ----------- 1.1** Form of U.S. purchase agreement. 1.2** Form of international purchase agreement. 2.1 Purchase and Exchange Agreement dated March 24, 2000 relating to the acquisition of Aurora Communications, LLC. 2.2** Amendment No. 1 to the Purchase and Exchange Agreement dated May 4, 2000. 2.3 Asset Purchase Agreement dated February 29, 2000 among Nassau Broadcasting Partners, L.P. and Clear Channel Communications, Inc. and Clear Channel Broadcasting Licenses, Inc. 2.4** Stock Purchase Agreement dated July 1, 1996 between Nassau Broadcasting Partners, L.P. and Joseph E. Buckelew, Jean M. Kvistad, Steven V. Lane, Edward Levy and Roy G. Simmons. 2.5 Asset Purchase Agreement dated January 21, 1999 between Nassau Broadcasting Partners, L.P. and Multicultural Radio Broadcasting, Inc. 2.6** Asset Purchase Agreement dated August 30, 1996 between Nassau Broadcasting Partners, L.P. and Great Scott Broadcasting Ltd. 2.7 Asset Purchase Agreement dated August 7, 1998 between Nassau Broadcasting Partners, L.P. and Port Jarvis Broadcasting Co., Inc. 2.8** Stock Purchase Agreement dated June , 1999 among Nassau Broadcasting Partners L.P., Jersey Devil Broadcasting Co., Southern Ocean Broadcasting, Inc., Great American Communications Co. and Manahawkin Communications Corp. 3.1** Certificate of incorporation of the registrant. 3.2** By-laws of the registrant. 4.1** Specimen certificate for shares of class A common stock. 4.2** Specimen certificate for shares of class B common stock. 4.3** Specimen certificate for shares of class C common stock. 4.4** Units Purchase Agreement, dated May 4, 2000 relating to $60,000,000 senior discount notes 4.5** Form of senior discount note (see Exhibit 4.4) 4.6** Credit agreement, dated May 4, 2000 among Nassau Broadcasting Partners, L.P., Merrill Lynch Capital Corporation and the other lenders. 5.1** Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to the legality of the securities being offered. 10.1** Time Brokerage Agreement dated July 1, 1996 among North Shore Broadcasting Corporation and Seashore Broadcasting Corporation and Nassau Broadcasting Partners, L.P. 10.2 Time Brokerage Agreement dated January 21, 1999 between Multicultural Radio Broadcasting, Inc. and Nassau Broadcasting Partners, L.P. 10.3** Time Brokerage Agreement dated November 12, 1998 between Multicultural Radio Broadcasting, Inc. and Nassau Broadcasting Partners, L.P. 10.4** Local Marketing Agreement dated June 1, 1997 between Great Scott Broadcasting, Ltd. and Nassau Broadcasting Partners, L.P. 10.5** Time Brokerage Agreement dated August 1, 1998 between Port Jarvis Broadcasting Co., Inc. and Nassau Broadcasting Partners, L.P.
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[Download Table] Exhibit No. Description ------- ----------- 10.6** Time Brokerage Agreement dated February 12, 1997 among Manahawkin Communications Corporation, Jersey Devil Broadcasting, Inc., Southern Ocean Broadcasting, Inc., Great American Communications Co. and Nassau Broadcasting Partners, L.P. 10.7** Loan Agreement among Nassau Broadcasting Partners, L.P. and Amresco Commercial Finance, Inc. and Lenders dated August 28, 1998. 10.8** Stock Incentive Plan 10.9** Employment agreement with Louis F. Mercatanti, Jr., dated , 2000. 10.10** Employment agreement with Michael S. Libretti, dated , 2000. 10.11** Employment agreement with Peter D. Tonks, dated , 2000. 10.12** Registration Rights Agreement dated May , 2000 among Nassau Broadcasting Partners, L.P., Spectrum Equity Investors, L.P., Spectrum Equity Investors II, L.P., Grotech Partners IV, L.P., Toronto Dominion (U.S.A.), Inc, Nassau Holdings, Inc., Noel P. Rahn and Nassau Broadcasting Company 10.13** Common Stock Registration Rights dated May 4, 2000 among Nasssau Broadcasting Partners, L.P., Merrill Lynch Capital Corporation, Bank of Montreal, The Bank of Nova Scotia, OZ Master Fund, Ltd. and Caisse de Depot et Placement du Quebec. 10.14** Form of Registration Rights Agreement to be entered into among Nassau Broadcasting Corporation and some of the selling stockholders in Aurora Communications, LLC. 10.15** Agreement dated January 31, 1999 by and between Nassau Broadcasting, Inc. and Nassau Broadcasting Partners, L.P. 11.1** Statement regarding computation of per share earnings. 12.1** Statement regarding computation of ratios. 21.1 Subsidiaries of the registrant. 23.1* Consent of Grant Thornton LLP. 23.2* Consent of Ernst & Young LLP. 23.3* Consent of Deloitte & Touche LLP. 23.4* Consent of Weeks Holderbaum Huber & Degraw, LLP 23.5** Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). 24* Power of attorney (included on the signature pages to this registration statement). -------- * Filed herewith. ** To be filed by amendment. (b) Financial Statement Schedules:

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