-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BB2Kven7Syj4FXC3pH8NlcxvemPKEnHgT6Rry6/rN6qHeE6aEd3PhVpInqXHP91W 2GytdeSYIf6lfO0xQOiNFA== 0000950144-00-006175.txt : 20000511 0000950144-00-006175.hdr.sgml : 20000511 ACCESSION NUMBER: 0000950144-00-006175 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COX RADIO INC CENTRAL INDEX KEY: 0001018522 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 581620022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12187 FILM NUMBER: 624689 BUSINESS ADDRESS: STREET 1: C/O COX ENTERPRISES INC STREET 2: 1400 LAKE HEARN DR CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048435000 MAIL ADDRESS: STREET 1: C/O COX ENTERPRISES INC STREET 2: 1400 LAKE HEARN DR CITY: ATLANTA STATE: GA ZIP: 30319 10-Q 1 COX RADIO, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ COMMISSION FILE NUMBER 1-12187 [COX RADIO, INC. LOGO] (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 58-1620022 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 1400 LAKE HEARN DRIVE, ATLANTA, GEORGIA 30319 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (404) 843-5000 --------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] --------------- Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date. There were 9,378,492 shares of Class A Common Stock outstanding as of April 30, 2000. There were 19,577,672 shares of Class B Common Stock outstanding as of April 30, 2000. 2 COX RADIO, INC. FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000 TABLE OF CONTENTS
PAGE PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS................................................ 3 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS........................................... 12 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.......... 17 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS................................................... 18 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................... 18 SIGNATURES...................................................................... 20
2 3 PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS COX RADIO, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MARCH 31, DECEMBER 31, 2000 1999 ----------- ----------- (AMOUNTS IN THOUSANDS) ASSETS Current Assets: Cash and cash equivalents ......................................... $ 8,561 $ 14,704 Restricted cash ................................................... 75,644 -- Accounts receivable, less allowance for doubtful accounts of $3,138 and $2,966, respectively ............................. 68,235 74,775 Prepaid expenses and other current assets ......................... 7,238 4,387 ---------- -------- Total current assets ........................................... 159,678 93,866 Plant and equipment, net ............................................ 56,988 56,582 Intangible assets, net .............................................. 799,176 829,307 Station investment note receivable .................................. -- 850 Other assets ........................................................ 5,577 6,016 ---------- -------- Total assets ................................................... $1,021,419 $986,621 ========== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued expenses ............................. $ 22,102 $ 28,115 Accrued salaries and wages ........................................ 5,730 4,464 Accrued interest .................................................. 4,838 2,476 Income taxes payable .............................................. 3,105 5,462 Other current liabilities ......................................... 1,943 1,572 Amounts due to Cox Enterprises, Inc. .............................. 3,461 17,138 ---------- -------- Total current liabilities ...................................... 41,179 59,227 Notes payable ....................................................... 420,119 420,105 Deferred income taxes ............................................... 146,517 128,623 ---------- -------- Total liabilities .............................................. 607,815 607,955 ---------- -------- Commitments and contingencies (Note 3) Shareholders' Equity: Preferred stock, $1.00 par value: 5,000,000 shares authorized, None outstanding ............................................... -- -- Class A common stock, $1.00 par value; 70,000,000 shares authorized; 9,376,372 and 9,338,661 shares outstanding at March 31, 2000 and December 31, 1999, respectively ............. 9,376 9,339 Class B common stock, $1.00 par value; 45,000,000 shares authorized; 19,577,672 shares outstanding at March 31, 2000 and December 31, 1999 .......................................... 19,578 19,578 Additional paid-in capital ........................................ 266,898 264,865 Retained earnings ................................................. 119,403 86,535 ---------- -------- 415,255 380,317 Less: Class A common stock held in treasury (39,952 shares at cost) (1,651) (1,651) ---------- -------- Total shareholders' equity ..................................... 413,604 378,666 ---------- -------- Total liabilities and shareholders' equity ..................... $1,021,419 $986,621 ========== ========
See notes to unaudited consolidated financial statements. 3 4 COX RADIO, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED MARCH 31, ------------------------- 2000 1999 -------- ------- (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) NET REVENUES: Local ................................................... $54,371 $45,210 National ................................................ 17,967 13,744 Other ................................................... 3,540 1,419 ------- ------- Total net revenues .................................... 75,878 60,373 COSTS AND EXPENSES: Operating ............................................... 17,420 14,866 Selling, general and administrative ..................... 31,781 25,803 Corporate general and administrative .................... 2,843 2,186 Depreciation and amortization ........................... 7,267 6,358 Gain on sales of assets ................................. (62) -- Gain on sales of radio stations ......................... (45,348) -- ------- ------- OPERATING INCOME ........................................... 61,977 11,160 OTHER INCOME (EXPENSE): Interest income ............................................ 649 466 Interest expense ........................................... (6,940) (4,846) Other - net ................................................ (240) (69) ------- ------- INCOME BEFORE INCOME TAXES ................................. 55,446 6,711 Income taxes ............................................... 22,578 2,887 ------- ------- NET INCOME ................................................. $32,868 $ 3,824 ======= ======= Net income per common share - basic ........................ $ 1.14 $ .13 ======= ======= Net income per common share - diluted ...................... $ 1.13 $ .13 ======= ======= Weighted average basic common shares outstanding ........... 28,925 28,577 ======= ======= Weighted average diluted common shares outstanding ......... 29,135 28,884 ======= =======
See notes to unaudited consolidated financial statements. 4 5 COX RADIO, INC. CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
CLASS A CLASS B COMMON STOCK COMMON STOCK ADDITIONAL TREASURY STOCK ---------------- ---------------- PAID-IN RETAINED ----------------- SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS SHARES AMOUNT TOTAL ------ ------ ------ ------ ------- -------- ------ ------- ----- (AMOUNTS IN THOUSANDS) BALANCE AT DECEMBER 31, 1999 .......... 9,339 $9,339 19,578 $19,578 $264,865 $ 86,535 40 $ (1,651) $378,666 ----- ------ ------ ------- -------- -------- ---- ---------- -------- Net income .................. -- -- -- -- -- 32,868 -- -- 32,868 Issuance of Class A common stock related to incentive plans ............ 37 37 -- -- 2,033 -- -- -- 2,070 ----- ------ ------ ------- -------- -------- ---- ---------- -------- BALANCE AT MARCH 31, 2000 ............. 9,376 $9,376 19,578 $19,578 $266,898 $119,403 $ 40 (1,651) $413,604 ===== ====== ====== ======= ======== ======== ==== ========== ========
See notes to unaudited consolidated financial statements. 5 6 COX RADIO, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, -------------------------- 2000 1999 ------------ ----------- (AMOUNTS IN THOUSANDS) CASH FLOWS FROM OPERATING ACTIVITIES: Net income ................................................................ $32,868 $ 3,824 Items not requiring cash: Depreciation ............................................................ 1,301 1,637 Amortization ............................................................ 5,966 4,721 Deferred income taxes ................................................... 17,894 265 Gain on sales of assets ................................................. (62) -- Gain on sales of radio stations ......................................... (45,348) -- Changes in assets and liabilities (net of effects of acquisitions and dispositions): Decrease in accounts receivable ......................................... 5,739 8,523 (Decrease) increase in accounts payable and accrued expenses ............ (1,472) 938 Increase in accrued salaries and wages .................................. 1,266 300 Increase in accrued interest ............................................ 2,362 3,113 Increase (decrease) in taxes payable .................................... (1,642) 1,975 Other, net .............................................................. (2,480) (1,574) ------- ------- Net cash provided by operating activities .......................... 16,392 23,722 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ...................................................... (1,787) (1,780) Acquisitions, net of cash acquired ........................................ (4,523) (18,132) Decrease in station investment note receivable ............................ 850 6,400 Decrease (increase) in other long-term assets ............................. 246 (2,142) Proceeds from sales of assets ............................................. 419 -- Proceeds from sales of radio stations ..................................... 75,000 -- Increase in cash restricted for investment ................................ (75,644) -- Decrease in amounts due to Cox Enterprises ................................ (13,677) (7,257) ------- ------- Net cash used in investing activities .............................. (19,116) (22,911) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings of long-term debt .......................................... 14 17 Proceeds from stock options exercised ..................................... 1,355 977 Repurchase of Class A common stock ........................................ -- (1,651) Decrease in book overdrafts ............................................... (4,788) (779) ------- ------- Net cash used in financing activities .............................. (3,419) (1,436) ------- ------- Net decrease in cash and cash equivalents ................................. (6,143) (625) Cash and cash equivalents at beginning of period .......................... 14,704 6,479 ------- ------- Cash and cash equivalents at end of period ................................ $ 8,561 $ 5,854 ======= =======
See notes to unaudited consolidated financial statements. 6 7 COX RADIO, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION AND OTHER INFORMATION Cox Radio is a leading national radio broadcasting company whose business, which constitutes one reportable segment, is devoted to acquiring, developing and operating radio stations located throughout the United States. Cox Enterprises indirectly owns approximately 68% of the common stock of Cox Radio and has approximately 95% of the voting power of Cox Radio. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, the financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal, recurring nature. These unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 1999 and notes thereto contained in Cox Radio's Annual Report on Form 10-K, as amended, filed with the Securities and Exchange Commission (Commission File No. 1-12187). The results of operations for the three months ended March 31, 2000 are not necessarily indicative of the results to be expected for the year ending December 31, 2000 or any other interim period. Certain prior year amounts have been reclassified for comparative purposes. 2. ACQUISITIONS AND DISPOSITIONS OF BUSINESSES During the past several years, Cox Radio has actively managed its portfolio of radio stations through selected acquisitions, dispositions and exchanges, as well as through the use of local marketing agreements, or LMAs, and joint sales agreements, or JSAs. Under an LMA, the company operating a station provides programming, sales and marketing services. Under a JSA, the company operating a station provides sales and marketing services. The broadcast revenues and operating expenses of stations operated by Cox Radio under LMAs and JSAs have been included in Cox Radio's operations since the respective dates of such agreements. All consummated and pending acquisitions discussed below have been or will be accounted for using the purchase method. As such, the results of operations of the acquired stations have been or will be included in the results of operations from the date of acquisition. Specific transactions entered into or consummated by Cox Radio during the three months ended March 31, 2000 and through May 1, 2000 are discussed below. In addition, the pending AMFM Inc. transaction has been included below due to its significance. In August 1999, Cox Radio agreed to acquire from AMFM Inc. WEDR-FM in Miami, Florida; WFOX-FM in Atlanta, Georgia; WFYV-FM, WAPE-FM, WBWL-AM, WKQL-FM, WMXQ-FM and WOKV-AM in Jacksonville, Florida; WEFX-FM, WNLK-AM, WKHL-FM and WSTC-AM in Stamford/Norwalk, Connecticut; and WPLR-FM and local sales rights at WYBC-FM in New Haven, Connecticut in exchange for KFI-AM and KOST-FM in Los Angeles, California plus approximately $3 million. In October 1999, Cox Radio began operating the stations to be acquired (other than WYBC-FM) pursuant to an LMA and WYBC-FM pursuant to a JSA. Pending certain regulatory approvals, including obtaining a temporary waiver of the FCC's newspaper-radio cross-ownership rule for the acquisition of WFOX-FM in Atlanta, Cox Radio anticipates consummating this transaction in the second half of 2000. In January 2000, Cox Radio acquired the assets of KRTQ-FM (formerly KTFX-FM) in Tulsa, Oklahoma for consideration of $3.5 million. Cox Radio had been operating this station pursuant to an LMA since January 1999. 7 8 Also in January 2000, Cox Radio disposed of the assets of KACE-FM and KRTO-FM, serving the Los Angeles, California market, for consideration of approximately $75 million. On March 3, 2000, Cox Radio entered into an agreement to acquire the assets of radio stations KKBQ-FM, KLDE-FM and KKTL-FM, serving the Houston, Texas market, and WKHK-FM, WMXB-FM, WKLR-FM and WTVR-AM, serving the Richmond, Virginia market, for consideration of approximately $380 million. Pending receipt of all necessary legal and regulatory approvals, Cox Radio anticipates closing this transaction during the second half of 2000. For tax purposes, Cox Radio intends to account for the disposition of KACE-FM and KRTO-FM, serving the Los Angeles, California market, and the acquisition of WKHK-FM, WMXB-FM, WKLR-FM and WTVR-AM, serving the Richmond, Virginia market, as like-kind exchanges. Tax rules allow Cox Radio to defer a substantial portion of the related tax gains on these transactions upon the reinvestment of the net proceeds in qualifying future acquisitions. Restricted cash of $75.6 million was held in escrow pending reinvestment and has been reported in the March 31, 2000 Consolidated Balance Sheet as restricted cash. On March 14, 2000, Cox Radio entered into an agreement to acquire the outstanding capital stock of Marlin Broadcasting, Inc., which owns radio stations WTMI-FM serving Miami, WCCC-FM and WCCC-AM serving Hartford, Connecticut and WBOQ-FM serving Gloucester, Massachusetts, for approximately $125 million. As part of this transaction, Cox Radio will sell certain assets of Marlin comprising WCCC-FM, WCCC-AM and WBOQ-FM to certain principals of Marlin for approximately $25 million. Pending receipt of all necessary legal and regulatory approvals, Cox Radio anticipates closing these transactions during the second half of 2000. On April 2, 2000, the LMA for WCNN-AM, serving the Atlanta, Georgia market, terminated. Also in April 2000, Cox Radio disposed of the assets of KGMZ-FM, serving the Honolulu, Hawaii market, for approximately $6.6 million. Cox Radio continues to manage this station's local, regional and national advertising sales efforts under a JSA. In addition, Cox Radio is a guarantor of the buyer's financing for this transaction. On May 1, 2000, Cox Radio acquired the assets of KINE-FM, KCCN-FM and KCCN-AM, serving the Honolulu, Hawaii market, for consideration of approximately $17.8 million. The following unaudited pro forma summary of operations presents the consolidated results of operations as if all consummated and pending transactions had occurred on January 1, 1999 and does not purport to be indicative of what would have occurred had these transactions been made as of that date or of results which may occur in the future.
THREE MONTHS ENDED MARCH 31, ------------------------------ 2000 1999 ---- ---- (IN THOUSANDS, EXCEPT PER SHARE DATA) Net revenues ............................................... $ 85,102 $ 72,154 Net ........................................................ $ 4,341 $ 2,345 ========== ========== Basic pro forma net income per common ...................... $ .15 $ .08 share ========== ========== Diluted pro forma net income per common .................... $ .15 $ .08 share ========== ========== Basic pro forma shares outstanding ......................... 28,925 28,577 ========== ========== Diluted pro forma shares outstanding ....................... 29,135 28,884 ========== ==========
8 9 3. COMMITMENTS AND CONTINGENCIES On March 7, 1997, Cox Radio entered into a $300 million, five-year, senior, unsecured revolving credit facility with certain guarantors and banks, including Texas Commerce Bank National Association, as Administrative Agent, Nationsbank of Texas, N.A., as Syndications Agent, and Citibank, N.A., as Documentation Agent. The interest rate is based on the London Interbank Offered Rate plus a spread determined by the ratio of Cox Radio's debt to EBITDA. This facility includes a commitment fee on the unused portion of the total amount available of .1% to .25% based on the ratio of Cox Radio's debt to EBITDA. Cox Radio borrowed approximately $110 million under this bank credit facility to consummate its acquisition of NewCity Communications in 1997. At March 31, 2000 and December 31, 1999, Cox Radio had approximately $220 million of outstanding indebtedness under the bank credit facility and had approximately $80 million available under the bank credit facility. The interest rate applied to amounts due under the bank credit facility was 6.58% at March 31, 2000 and 6.9% at December 31, 1999. The bank credit facility contains, among other provisions, defined requirements as to ratio of debt to EBITDA and ratio of EBITDA to interest expense. At March 31, 2000 and December 31, 1999, Cox Radio was in compliance with these covenants. Borrowings under the bank credit facility approximate fair value based upon the current borrowing rates available to Cox Radio. On May 26, 1998, Cox Radio issued and sold an aggregate of $200 million principal amount of notes in an offering exempt from registration under Rule 144A of the Securities Act of 1933, as amended, which have been exchanged for notes which have been registered under the Securities Act of 1933. The notes consist of $100 million principal amount of 6.25% notes due in full in 2003 and $100 million principal amount of 6.375% notes due in full in 2005. Pursuant to the Registration Rights Agreement dated as of May 26, 1998 among Cox Radio, its then-wholly owned subsidiaries WSB, Inc. and WHIO, Inc. (each a former guarantor of the notes), NationsBanc Montgomery Securities LLC, Chase Securities, Inc., and J.P. Morgan Securities, Inc., on December 14, 1998, Cox Radio consummated an exchange offer pursuant to which Cox Radio exchanged $200 million principal amount of the notes originally sold on May 26, 1998, for an aggregate of $200 million principal amount of notes (the terms and form of which are the same in all material respects as the original notes, except as to restrictions on transfer) which have been registered under the Securities Act of 1933. As a result of the mergers of WSB, Inc. and WHIO, Inc. into Cox Radio, WSB, Inc. and WHIO, Inc. are no longer guarantors of the notes. As a result of the transfer of certain Federal Communications Commission licenses, permits and authorizations held by Cox Radio to CXR Holdings, Inc., a wholly-owned subsidiary of Cox Radio, CXR Holdings became a guarantor of the notes on February 1, 1999. At March 31, 2000 and December 31, 1999, the estimated fair value of these notes was approximately $191.3 and $191.0 million, respectively, based on quoted market prices. In September 1997, Cox Radio entered into interest rate swap agreements with certain lenders providing bank financing under the bank credit facility. Pursuant to the interest rate swap agreements, Cox Radio has exchanged its floating rate interest obligations on an aggregate of $100 million in principal amount at an average fixed rate of 6.23% per annum having an average maturity of 6.25 years. The fixing of interest rates for this period reduces Cox Radio's exposure to the uncertainty of floating interest rates. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense. The counterparties to these interest rate swap agreements are a diverse group of major financial institutions. Cox Radio is exposed to credit loss in the event of nonperformance by these counterparties. However, Cox Radio does not anticipate nonperformance by these counterparties, and no material loss would be expected from their nonperformance. The fair value of the interest rate swap agreements was not recognized in the consolidated financial statements since they are accounted for as hedges. The estimated fair value of the interest rate swap agreements, based on current market rates, approximated a net receivable of $2.3 million and $1.9 million at March 31, 2000 and December 31, 1999, respectively. On May 2, 2000, Cox Radio's universal shelf registration statement filed on Form S-3 with the Securities and Exchange Commission was declared effective. Under the universal shelf registration statement, Cox Radio and two financing trusts sponsored by Cox Radio may from time to time offer and issue debentures, notes, bonds and other evidences of indebtedness and forward contracts in respect of any 9 10 such indebtedness, shares of preferred stock, shares of Class A Common Stock, warrants, stock purchase contracts and stock purchase units of Cox Radio and preferred securities of the Cox Radio trusts for a maximum aggregate offering amount of $750 million. Unless otherwise described in future prospectus supplements, Cox Radio intends to use the net proceeds from the sale of securities registered under this universal shelf registration statement for general corporate purposes, which may include additions to working capital, the repayment or redemption of existing indebtedness and the financing of capital expenditures and acquisitions. On March 6, 2000, Cox Radio was named as a defendant in a putative class action suit filed in the state court in Gwinnett County, Georgia, alleging violations of the federal Telephone Consumer Protection Act and related Georgia telemarketing laws. The complaint seeks statutory damages in the amount of $1,500, plus actual and punitive damages and attorneys' fees, on behalf of each person "throughout the State of Georgia" who received an unsolicited pre-recorded telephone message delivering an "advertisement" from a Cox Radio radio station. On May 1, 2000, the lawsuit was dismissed without prejudice. The plaintiff does, however, reserve the right to pursue the action against Cox Radio at a later date. 4. GUARANTOR FINANCIAL INFORMATION CXR Holdings, Inc., a wholly-owned subsidiary of Cox Radio, was formed on September 11, 1998, and Cox Radio transferred certain of its Federal Communications Commission licenses, permits and authorizations to CXR Holdings as of January 1, 1999. CXR Holdings became the guarantor of Cox Radio's $200 million notes pursuant to a full and unconditional guarantee on February 1, 1999. Separate financial statements and other disclosures concerning CXR Holdings are not presented because CXR Holdings is comprised primarily of non-operating assets, including Federal Communications Commission licenses, permits and authorizations and cash royalties, and such separate financial statements and other disclosures would not be meaningful to investors. The following table sets forth condensed financial information of CXR Holdings as of March 31, 2000 and December 31, 1999 and for the three month periods ended March 31, 2000 and 1999.
AS OF MARCH 31, DECEMBER 31, 2000 1999 --------------------------- (AMOUNTS IN THOUSANDS) ASSETS: Accounts receivable - Cox Radio $ 29,034 $ 15,066 Intangible assets, net 392,192 391,832 Other assets 58 767 -------- -------- Total assets ............. $421,284 $407,665 ======== ======== Shareholder's equity .......... $421,284 $407,665 ======== ========
THREE MONTHS ENDED MARCH 31, 2000 1999 ---------------------------- (AMOUNTS IN THOUSANDS) Royalty income - Cox Radio .. $ 9,874 $ 6,870 Other income, net ........... 288 -- Depreciation and amortization (2,533) (1,160) ------- ------- Operating income ............ $ 7,629 $ 5,710 ======= =======
10 11 5. EARNINGS PER COMMON SHARE AND CAPITAL STRUCTURE
THREE MONTHS ENDED MARCH 31, ---------------------------- 2000 1999 ---- ---- (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) NET INCOME ..................................................... $ 32,868 $ 3,824 ======== ======== BASIC NET INCOME PER COMMON SHARE Weighted-average common shares outstanding ..................... 28,925 28,577 ======== ======== Basic net income per common share .............................. $ 1.14 $ .13 ======== ======== DILUTED NET INCOME PER COMMON SHARE Weighted-average common shares outstanding - basic ............. 28,925 28,577 Shares issuable on exercise of dilutive options ............. 838 749 Shares assumed to be purchased with proceeds from options ... (671) (616) Shares issuable pursuant to employee stock purchase plan .... 76 186 Shares assumed to be purchased with proceeds from employee stock purchase plan ............................. (33) (12) -------- -------- Shares applicable to diluted net income per common share ....... 29,135 28,884 ======== ======== Diluted net income per common share ............................ $ 1.13 $ .13 ======== ========
In January 1999, Cox Radio reacquired 39,952 shares of previously restricted Class A Common Stock from employees for cash consideration of approximately $1.7 million which was used to pay employee withholding taxes. On February 7, 2000, Cox Radio announced that its Board of Directors approved a three-for-one stock split which could be effected promptly following Cox Radio's May 11, 2000 Annual Meeting of Stockholders. If approved, the stock split would result in a decrease in par value of each share, including shares of preferred stock (authorized with no shares presently outstanding), from $1.00 to $0.33 per share. At the Annual meeting of Stockholders, the stockholders will also vote on a proposal to amend Cox Radio's Articles of Incorporation to increase authorized (a) Class A Common Stock from 70,000,000 to 210,000,000 shares; (b) Class B Common Stock from 45,000,000 to 135,000,000 shares; and (c) preferred stock from 5,000,000 to 15,000,000. If approval is received, the stock split will be effected as a dividend payable on May 19, 2000 to stockholders of record on May 12, 2000, unless the Board determines that the stock split is no longer in the best interests of Cox Radio and its stockholders. Because approval is pending until May 11, 2000, financial information contained elsewhere in these financial statements has not been adjusted to reflect the impact of the proposed stock split. Pro forma actual and weighted average shares outstanding and earnings per common share amounts, after giving retroactive effect to the three-for-one stock split, are presented below for all of the per share amounts disclosed in the consolidated financial statements and the notes to the consolidated financial statements:
THREE MONTHS ENDED ------------------ MARCH 31, --------- 2000 1999 ---- ---- (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Shares outstanding Class A Common Stock ............................ 28,128 27,063 Class B Common Stock ............................ 58,733 58,733 Per share data Net income per share - basic .................... $ 0.38 $ 0.04 Net income per share - diluted .................. $ 0.38 $ 0.04 Weighted average shares outstanding - basic ..... 86,775 85,731 Weighted average shares outstanding - diluted ... 87,405 86,652
11 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the accompanying unaudited historical Consolidated Statements of Income for the three month periods ended March 31, 2000 and 1999. This report contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements include, but may not be limited to, the information regarding future cash requirements of Cox Radio and statements regarding the intent, belief or current expectations of Cox Radio and its management. For such statements, Cox Radio claims the protection of the safe harbor for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as amended. Cox Radio's results could differ materially from those discussed in each forward-looking statement due to various factors which are outside Cox Radio's control, including competition for audience share and advertising revenue from other radio stations, electronic and print media and new media technologies and governmental regulation of the radio broadcasting industry. For a more detailed discussion of these factors and others, see the Risk Factors section of Cox Radio's Annual Report on Form 10-K, as amended, for the year ended December 31, 1999 (Commission File No. 1-12187). GENERAL Cox Radio is a leading national radio broadcast company whose business, which constitutes one reportable segment, is devoted to acquiring, developing and operating radio stations located throughout the United States. Cox Enterprises indirectly owns approximately 68% of the Common Stock of Cox Radio through its wholly-owned subsidiary, Cox Broadcasting, Inc. and has approximately 95% of the voting power of Cox Radio. The performance of a radio station group, such as Cox Radio, is customarily measured by its ability to generate Broadcast Cash Flow, EBITDA and After-tax Cash Flow. Broadcast Cash Flow is defined as net revenues less station operating expenses. EBITDA is defined as operating income excluding the gain on sales of assets and radio stations plus depreciation and amortization. After-tax Cash Flow is defined as income (loss) before extraordinary items excluding gain on sales of assets and radio stations plus depreciation, amortization and deferred tax expense. Although Broadcast Cash Flow, EBITDA and After-tax Cash Flow are not recognized under generally accepted accounting principles, they are accepted by the broadcasting industry as generally recognized measures of performance and are used by analysts who report publicly on the condition and performance of broadcasting companies. For the foregoing reasons, Cox Radio believes that these measures will be useful to investors. However, Broadcast Cash Flow, EBITDA or After-tax Cash Flow should not be considered to be an alternative to operating income or cash flows from operating activities (as a measure of liquidity), each as determined in accordance with generally accepted accounting principles, or an indicator of Cox Radio's performance under generally accepted accounting principles. The primary source of Cox Radio's revenues is the sale of local and national advertising. Historically, approximately 73% and 25% of Cox Radio's net revenues have been generated from local and national advertising, respectively. Cox Radio's most significant station operating expenses are employees' salaries and benefits, commissions, programming expenses and advertising and promotional expenditures. Cox Radio's revenues vary throughout the year. As is typical in the radio broadcasting industry, Cox Radio's revenues and broadcast cash flows are typically lowest in the first quarter and higher in the second and fourth quarters. Cox Radio's operating results in any period may be affected by the incurrence of advertising and promotional expenses that do not necessarily produce commensurate revenues until the impact of the advertising and promotion is realized in future periods. 12 13 ACQUISITIONS AND DISPOSITIONS During the past several years, Cox Radio has actively managed its portfolio of radio stations through selected acquisitions, dispositions and exchanges, as well as through the use of local marketing agreements, or LMAs, and joint sales agreements, or JSAs. Under an LMA, the company operating a station provides programming, sales and marketing services. Under a JSA, the company operating a station provides sales and marketing services. The broadcast revenues and operating expenses of stations operated by Cox Radio under LMAs and JSAs have been included in Cox Radio's operations since the respective dates of such agreements. All consummated and pending acquisitions discussed below have been or will be accounted for using the purchase method. As such, the results of operations of the acquired stations have been or will be included in the results of operations from the date of acquisition. Specific transactions entered into or consummated by Cox Radio during the three months ended March 31, 2000 and through May 1, 2000 are discussed below. In addition, the pending AMFM Inc. transaction has been included below due to its significance. In August 1999, Cox Radio agreed to acquire from AMFM Inc. WEDR-FM in Miami, Florida; WFOX-FM in Atlanta, Georgia; WFYV-FM, WAPE-FM, WBWL-AM, WKQL-FM, WMXQ-FM and WOKV-AM in Jacksonville, Florida; WEFX-FM, WNLK-AM, WKHL-FM and WSTC-AM in Stamford/Norwalk, Connecticut; and WPLR-FM and local sales rights at WYBC-FM in New Haven, Connecticut in exchange for KFI-AM and KOST-FM in Los Angeles, California plus approximately $3 million. In October 1999, Cox Radio began operating the stations to be acquired (other than WYBC-FM) pursuant to an LMA and WYBC-FM pursuant to a JSA. Pending certain regulatory approvals, including obtaining a temporary waiver of the FCC's newspaper-radio cross-ownership rule for the acquisition of WFOX-FM in Atlanta, Cox Radio anticipates consummating this transaction in the second half of 2000. In January 2000, Cox Radio acquired the assets of KRTQ-FM (formerly KTFX-FM) in Tulsa, Oklahoma for consideration of $3.5 million. Cox Radio had been operating this station pursuant to an LMA since January 1999. Also in January 2000, Cox Radio disposed of the assets of KACE-FM and KRTO-FM, serving the Los Angeles, California market, for consideration of approximately $75 million. On March 3, 2000, Cox Radio entered into an agreement to acquire the assets of radio stations KKBQ-FM, KLDE-FM and KKTL-FM, serving the Houston, Texas market, and WKHK-FM, WMXB-FM, WKLR-FM and WTVR-AM, serving the Richmond, Virginia market, for consideration of approximately $380 million. Pending receipt of all necessary legal and regulatory approvals, Cox Radio anticipates closing this transaction during the second half of 2000. For tax purposes, Cox Radio intends to account for the disposition of KACE-FM and KRTO-FM, serving the Los Angeles, California market, and the acquisition of WKHK-FM, WMXB-FM, WKLR-FM and WTVR-AM, serving the Richmond, Virginia market, as like-kind exchanges. Tax rules allow Cox Radio to defer a substantial portion of the related tax gains on these transactions upon the reinvestment of the net proceeds in qualifying future acquisitions. Restricted cash of $75.6 million was held in escrow pending reinvestment and has been reported in the March 31, 2000 Consolidated Balance Sheet as restricted cash. On March 14, 2000, Cox Radio entered into an agreement to acquire the outstanding capital stock of Marlin Broadcasting, Inc., which owns radio stations WTMI-FM serving Miami, WCCC-FM and WCCC-AM serving Hartford, Connecticut and WBOQ-FM serving Gloucester, Massachusetts, for approximately $125 million. As part of this transaction, Cox Radio will sell certain assets of Marlin comprising WCCC-FM, WCCC-AM and WBOQ-FM to certain principals of Marlin for approximately $25 million. Pending receipt of all necessary legal and regulatory approvals, Cox Radio anticipates closing these transactions during the second half of 2000. On April 2, 2000, the LMA for WCNN-AM, serving the Atlanta, Georgia market, terminated. 13 14 Also in April 2000, Cox Radio disposed of the assets of KGMZ-FM, serving the Honolulu, Hawaii market, for approximately $6.6 million. Cox Radio continues to manage this station's local, regional and national advertising sales efforts under a JSA. In addition, Cox Radio is a guarantor of the buyer's financing for this transaction. On May 1, 2000, Cox Radio acquired the assets of KINE-FM, KCCN-FM and KCCN-AM, serving the Honolulu, Hawaii market, for consideration of approximately $17.8 million. RESULTS OF OPERATIONS Three months ended March 31, 2000 compared to three months ended March 31, 1999 Net revenues for the first quarter of 2000 increased $15.5 million to $75.9 million, a 25.7% increase over the first quarter of 1999. This increase was primarily a result of the acquisition of radio stations in Tampa, Florida; Louisville, Kentucky; and Honolulu, Hawaii; the acquisition of the operations of radio stations in Jacksonville, Florida; New Haven, Connecticut; Stamford-Norwalk, Connecticut; Atlanta, Georgia; and Miami, Florida; and offset somewhat by the disposition of stations in Syracuse, New York and the operations of KFI-AM and KOST-FM in Los Angeles, California. In addition there were significant increases in net revenues at the stations in Atlanta, Georgia; Long Island, New York; and Orlando, Florida; which were realized as a result of continued strong ratings performance. Station operating expenses increased $8.5 million to $49.2 million, an increase of 21.0% over the first quarter of 1999. This increase was primarily as a result of the acquisition of radio stations in Tampa, Florida; Louisville, Kentucky; and Honolulu, Hawaii, the acquisition of the operations of radio stations in Jacksonville, Florida; New Haven, Connecticut; Stamford-Norwalk, Connecticut; Atlanta, Georgia; and Miami, Florida and offset somewhat by the disposition of stations in Syracuse, New York and the disposition of the operations of KFI-AM and KOST-FM in Los Angeles, California, and also due to higher programming and sales related costs which are driven by ratings and revenues, respectively. Broadcast cash flow increased $7.0 million to $26.7 million, a 35.4% increase over the first quarter of 1999 for the reasons discussed above. Corporate general and administrative expenses increased $0.7 million to $2.8 million primarily due to higher overhead costs incurred as a result of the increase in number of stations owned and/or operated in 2000. Operating income increased $50.8 million to $62.0 million for the first quarter of 2000, primarily as a result of a $46.6 million pre-tax gain on the sale of KACE-FM and KRTO-FM in Los Angeles, California and for the reasons discussed above. Interest expense during the first quarter of 2000 totaled $6.9 million as compared to first quarter 1999 of $4.8 million as a result of borrowings incurred to complete Cox Radio's acquisitions during 1999 and the first quarter of 2000. Net income increased $29.0 million to $32.9 million for the first quarter of 2000, primarily as a result of an after-tax gain of $27.9 million on the sale of KACE-FM and KRTO-FM in Los Angeles, California in January 2000 and for the reasons discussed above. 14 15 LIQUIDITY AND CAPITAL RESOURCES Cox Radio's primary source of liquidity is cash provided by operations. Historically, cash requirements have been funded by Cox Radio's operating activities and through borrowings under Cox Radio's bank credit facility described below. For the three months ended March 31, 2000 as compared to the three months ended March 31, 1999, cash from operations decreased $7.4 million to $16.3 million, primarily attributable to the gain on sales of radio stations and the net change in working capital accounts. In addition, cash requirements historically have been funded on a temporary basis through intercompany advances from Cox Enterprises under a revolving credit facility with Cox Enterprises. Borrowings, if any, by Cox Radio under the Cox Enterprises credit facility would typically be repaid by Cox Radio within 30 days. Borrowings, if any, under the Cox Enterprises credit facility would accrue interest at Cox Enterprises' commercial paper rate plus .40%. Cox Enterprises continues to perform day-to-day cash management services for Cox Radio. On March 7, 1997, Cox Radio entered into a $300 million, five-year, senior, unsecured revolving credit facility with certain guarantors and banks, including Texas Commerce Bank National Association, as Administrative Agent, Nationsbank of Texas, N.A., as Syndications Agent, and Citibank, N.A., as Documentation Agent. The interest rate is based on the London Interbank Offered Rate plus a spread determined by the ratio of Cox Radio's debt to EBITDA. This facility includes a commitment fee on the unused portion of the total amount available of .1% to .25% based on the ratio of Cox Radio's debt to EBITDA. Cox Radio borrowed approximately $110 million under this bank credit facility to consummate its acquisition of NewCity Communications in 1997. At March 31, 2000 and December 31, 1999, Cox Radio had approximately $220 million of outstanding indebtedness under the bank credit facility and had approximately $80 million available under the bank credit facility. The interest rate applied to amounts due under the bank credit facility was 6.58% at March 31, 2000 and 6.9% at December 31, 1999. The bank credit facility contains, among other provisions, defined requirements as to ratio of debt to EBITDA and ratio of EBITDA to interest expense. At March 31, 2000 and December 31, 1999, Cox Radio was in compliance with these covenants. Borrowings under the bank credit facility approximate fair value based upon the current borrowing rates available to Cox Radio. On May 26, 1998, Cox Radio issued and sold an aggregate of $200 million principal amount of notes in an offering exempt from registration under Rule 144A of the Securities Act of 1933, as amended, which have been exchanged for notes which have been registered under the Securities Act of 1933. The notes consist of $100 million principal amount of 6.25% notes due in full in 2003 and $100 million principal amount of 6.375% notes due in full in 2005. Pursuant to the Registration Rights Agreement dated as of May 26, 1998 among Cox Radio, its then-wholly owned subsidiaries WSB, Inc. and WHIO, Inc. (each a former guarantor of the notes), NationsBanc Montgomery Securities LLC, Chase Securities, Inc., and J.P. Morgan Securities, Inc., on December 14, 1998, Cox Radio consummated an exchange offer pursuant to which Cox Radio exchanged $200 million principal amount of the notes originally sold on May 26, 1998, for an aggregate of $200 million principal amount of notes (the terms and form of which are the same in all material respects as the original notes, except as to restrictions on transfer) which have been registered under the Securities Act of 1933. As a result of the mergers of WSB, Inc. and WHIO, Inc. into Cox Radio, WSB, Inc. and WHIO, Inc. are no longer guarantors of the notes. As a result of the transfer of certain Federal Communications Commission licenses, permits and authorizations held by Cox Radio to CXR Holdings, Inc., a wholly-owned subsidiary of Cox Radio, CXR Holdings became a guarantor of the notes on February 1, 1999. At March 31, 2000 and December 31, 1999, the estimated fair value of these notes was approximately $191.3 and $191.0 million, respectively, based on quoted market prices. In September 1997, Cox Radio entered into interest rate swap agreements with certain lenders providing bank financing under the bank credit facility. Pursuant to the interest rate swap agreements, Cox Radio has exchanged its floating rate interest obligations on an aggregate of $100 million in principal amount at an average fixed rate of 6.23% per annum having an average maturity of 6.25 years. The fixing of interest rates for this period reduces Cox Radio's exposure to the uncertainty of floating interest rates. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense. The counterparties to these interest rate swap agreements are a diverse group of major 15 16 financial institutions. Cox Radio is exposed to credit loss in the event of nonperformance by these counterparties. However, Cox Radio does not anticipate nonperformance by these counterparties, and no material loss would be expected from their nonperformance. The fair value of the interest rate swap agreements was not recognized in the consolidated financial statements since they are accounted for as hedges. The estimated fair value of the interest rate swap agreements, based on current market rates, approximated a net receivable of $2.3 million and $1.9 million at March 31, 2000 and December 31, 1999, respectively. Future cash requirements are expected to include capital expenditures, principal and interest payments on indebtedness and funds for acquisitions. Cox Radio expects its operations to generate sufficient cash to meet its capital expenditures and debt service requirements. Additional cash requirements, including funds for pending or other acquisitions, will be funded from various sources, including the proceeds from bank financing and, if or when appropriate, other issuances of Company securities. On May 2, 2000, Cox Radio's universal shelf registration statement filed on Form S-3 with the Securities and Exchange Commission was declared effective. Under the universal shelf registration statement, Cox Radio and two financing trusts sponsored by Cox Radio may from time to time offer and issue debentures, notes, bonds and other evidences of indebtedness and forward contracts in respect of any such indebtedness, shares of preferred stock, shares of Class A Common Stock, warrants, stock purchase contracts and stock purchase units of Cox Radio and preferred securities of the Cox Radio trusts for a maximum aggregate offering amount of $750 million. Unless otherwise described in future prospectus supplements, Cox Radio intends to use the net proceeds from the sale of securities registered under this universal shelf registration statement for general corporate purposes, which may include additions to working capital, the repayment or redemption of existing indebtedness and the financing of capital expenditures and acquisitions. 16 17 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Interest rate risk is the risk that the Company will incur economic losses due to adverse changes in interest rates. The Company manages interest-rate risk through the use of fixed- and floating-rate debt, and through the use of derivatives. In 1998, Cox Radio issued and sold an aggregate of $200 million principal amount of notes in an offering exempt from registration under Rule 144A of the Securities Act of 1933, as amended, which have been exchanged for notes which have been registered under the Securities Act of 1933. The notes consist of $100 million principal amount of 6.25% notes due in full in 2003 and $100 million principal amount of 6.375% notes due in full in 2005. At March 31, 2000 and December 31, 1999, the estimated fair value of these notes was approximately $191.3 million and $191.0 million, respectively, based on quoted market prices. In 1997, Cox Radio entered into a $300 million, five-year, senior, unsecured revolving credit facility with certain guarantors and banks, including Texas Commerce Bank National Association, as Administrative Agent, Nationsbank of Texas, N.A., as Syndications Agent, and Citibank, N.A., as Documentation Agent. The interest rate is based on the London Interbank Offered Rate plus a spread determined by the ratio of debt to EBITDA. At March 31, 2000 and December 31, 1999, Cox Radio had approximately $220 million and $100 million, respectively, of outstanding indebtedness under the bank credit facility and had approximately $80 million and $200 million, respectively, available under the bank credit facility. The interest rate applied to amounts due under the bank credit facility was 6.58% and 6.90% at March 31, 2000 and December 31, 1999, respectively. Borrowings under the bank credit facility approximate fair value based upon the current borrowing rates available to Cox Radio. In September 1997, Cox Radio entered into interest rate swap agreements with certain lenders providing bank financing under the bank credit facility. Pursuant to the interest rate swap agreements, Cox Radio has exchanged its floating rate interest obligations on an aggregate of $100 million in principal at an average fixed rate of 6.23% per annum having an average maturity of 6.25 years. The fixing of interest rates for this period reduces Cox Radio's exposure to the uncertainty of floating interest rates. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense. The counterparties to these interest rate swap agreements are a diverse group of major financial institutions. Cox Radio is exposed to credit loss in the event of nonperformance by these counterparties. However, Cox Radio does not anticipate nonperformance by these counterparties, and no material loss would be expected from their nonperformance. The fair value of the interest rate swap agreements was not recognized in Cox Radio's consolidated financial statements since they are accounted for as hedges. The estimated fair value of the interest rate swap agreements, based on current market rates, approximated a net receivable of $2.3 million and $1.9 million at March 31, 2000 and December 31, 1999, respectively. 17 18 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On March 6, 2000, Cox Radio was named as a defendant in a putative class action suit filed in the state court in Gwinnett County, Georgia, alleging violations of the federal Telephone Consumer Protection Act and related Georgia telemarketing laws. The complaint seeks statutory damages in the amount of $1,500, plus actual and punitive damages and attorneys' fees, on behalf of each person "throughout the State of Georgia" who received an unsolicited pre-recorded telephone message delivering an "advertisement" from a Cox Radio radio station. On May 1, 2000, the lawsuit was dismissed without prejudice. The plaintiff does, however, reserve the right to pursue the action against Cox Radio at a later date. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Listed below are the exhibits which are filed as part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):
EXHIBIT NUMBER DESCRIPTION ------- ----------------------------------- (1) 2.1 -- Agreement and Plan of Merger, dated as of July 1, 1996, by and among Cox Radio, Inc., New Cox Radio II, Inc., NewCity Communications, Inc. and certain stockholders of NewCity Communications, Inc. (2) (1) 2.2 -- Guaranty by Cox Broadcasting, Inc., dated as of July 1, 1996, in favor of NewCity Communications, Inc. (1) 3.1 -- Amended and Restated Certificate of Incorporation of Cox Radio, Inc. (1) 3.2 -- Amended and Restated Bylaws of Cox Radio, Inc. (3) 4.1 -- Indenture dated as of May 26, 1998 between Cox Radio, Inc., The Bank of New York, WSB, Inc., and WHIO, Inc. (4) 4.2 -- Supplemental Indenture dated as of February 1, 1999 by and among trustee, Cox Radio, Inc. and CXR Holdings, Inc. (5) 4.3 -- Registration Rights Agreement dated May 26, 1998 among Cox Radio, Inc., WSB, Inc., WHIO, Inc., and Nationsbanc Montgomery Securities, LLC, Chase Securities, Inc., and J.P. Morgan Securities, Inc. (6) 4.4 -- Specimen of Class A Common Stock Certificate. (7)10.1 -- Credit Agreement, dated as of March 7, 1997, by and among Cox Radio, Inc., Texas Commerce Bank National Association, Nationsbank of Texas, N.A. and Citibank, N.A., individually and as agents, and the other banks signatory thereto (2) (1) 10.2 -- New CEI Credit Facility. (1) 10.3 -- Cox Radio, Inc. Long-Term Incentive Plan. (1) 10.4 -- Cox Radio, Inc. 1997 Employee Stock Purchase Plan. (1) 10.5 -- Cox Radio, Inc. Restricted Stock Plan for Non-Employee Directors
18 19 (1) 10.6 -- Tax Allocation and Indemnification Agreement, dated as of September 30, 1996, by and between Cox Enterprises, Inc. and Cox Radio, Inc. (8) 10.7 -- Cox Radio, Inc. 1999 Employee Stock Purchase Plan. (9) 10.8 -- Asset Exchange Agreement dated August 30, 1999 by and among Cox Radio, Inc. and AMFM Inc. (10)10.9 -- Merger Agreement dated March 14, 2000 by and among Marlin Broadcasting, Inc., Cox Radio, Inc., Cox Miami Merger Sub, Inc. and Marling Broadcasting, LLC (11)10.10 -- Asset Purchase Agreement dated March 3, 2000 by and among Clear Channel Broadcasting, Inc., Clear Channel Broadcasting Licenses, Inc., Citicasters Co., Capstar Radio Operating Company, Capstar TX Limited Partnership, AMFM Texas Broadcasting, L.P., AMFM Texas Licenses Limited Partnership and Cox Radio, Inc., CXR Holdings, Inc. 27.1 -- Financial Data Schedule (for SEC use only)
- ---------- (1) Incorporated by reference to the corresponding exhibit of Cox Radio's Registration Statement on Form S-1 (Commission File No. 333-08737). (2) Schedules and Exhibits intentionally omitted. (3) Incorporated by reference to Exhibit 4.1 of Cox Radio's Registration Statement on Form S-4 (Commission File No. 333-61179). (4) Incorporated by reference to the corresponding exhibit of Cox Radio's Report of From 10-Q for the period ending March 31, 1999 (Commission File No. 1-12187) (5) Incorporated by reference to Exhibit 4.2 of Cox Radio's Registration Statement on Form S-4 (Commission File No. 333-61179). (6) Incorporated by reference to Exhibit 4.3 of Cox Radio's Registration Statement on Form S-1 (Commission File No. 333-08737). (7) Incorporated by reference to Cox Radio's Annual Report on Form 10-K for the period ending December 31, 1996 (Commission File No. 1-12187). (8) Incorporated by reference to Cox Radio's Annual Report on Form 10-K for the period ending December 31, 1999 (Commission File No. 1-12187). (9) Incorporated by reference to Exhibit 99.1 of Cox Radio's Report on Form 8-K dated August 30, 1999 and filed September 17, 1999 (Commission File No. 1-12187). (10) Incorporated by reference to Exhibit 2.2 of Cox Radio's Report on Form 8-K dated April 19, 2000 (Commission File No. 1-12187). (11) Incorporated by reference to Exhibit 2.3 of Cox Radio's Report on Form 8-K dated April 19, 2000 (Commission File No. 1-12187). (b) Reports on Form 8-K None 19 20 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COX RADIO, INC. May 10, 2000 /s/ Maritza C. Pichon -------------------------------- Maritza C. Pichon Chief Financial Officer (Principal Financial Officer and duly authorized officer) 20 EX-27.1 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF COX RADIO, INC. FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 U.S. DOLLARS 3-MOS DEC-31-2000 JAN-01-2000 MAR-31-2000 1 84,205 0 71,373 (3,138) 0 159,678 97,431 (40,443) 1,021,419 41,179 420,119 0 0 28,954 384,650 1,021,419 0 75,878 0 49,201 10,110 0 6,940 55,446 22,578 32,868 0 0 0 32,868 1.14 1.13
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