United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A (Amendment No. 1)
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended February 28, 2001
Commission File Number: 0-24075
NBG RADIO NETWORK, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 88-0362102
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
520 SW Sixth Avenue, Suite 750
Portland, Oregon 97204
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (503) 802-4624
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
The registrant has one class of Common Stock 14,191,651 outstanding as of
April 9, 2001.
Transitional Small Business Issuer Disclosure Format (check one): Yes [ ]
No [X].
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NBG RADIO NETWORK, INC.
BALANCE SHEETS
ASSETS
------
February 28 February 29 November 30
(Unaudited) (Unaudited) (Audited)
------------ ------------ ------------
2001 2000 2000
------------ ------------ ------------
CURRENT ASSETS
Cash and cash equivalents $ 238,607 $ 340,742 $ 854,623
Marketable equity securities, at fair value - 468,750 -
Receivables:
Accounts receivable, net of allowance for
Doubtful accounts of $60,000 in 2001 and 3,919,712 2,691,601 3,913,699
$1,200 in 2000
Unbilled receivable 172,865 - 195,739
Note receivable 167,200 - 167,200
Related-party receivable 5,790 47,462 82,242
Barter exchange receivables 81,880 144,934 81,881
Sales representation agreements, net of 2,972,086 2,098,774 3,190,003
amortization
Prepaid expenses and other current assets 232,539 27,557 127,558
------------ ------------ ------------
Total current assets 7,790,679 5,819,820 8,612,945
------------ ------------ ------------
PROPERTY AND EQUIPMENT, net of accumulated 179,373 192,853 188,896
depreciation
INTANGIBLE ASSETS, net of amortization 1,158,688 1,539,655 1,253,930
------------ ------------ ------------
Total assets $ 9,128,740 $ 7,552,328 $10,055,771
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Line of credit $ 400,000 $ - $ 400,000
Accounts payable 340,692 129,376 581,130
Accrued liabilities 3,939 10,762 163,912
Deferred programming revenue - 500,000 -
Sales representation agreement liabilities 2,182,049 1,998,484 3,039,727
------------ ------------ ------------
Total current liabilities 2,926,680 2,638,622 4,184,769
------------ ------------ ------------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value; 50,000,000
common shares authorized
13,321,831 and 12,160,293 common shares 13,322 12,160 12,322
issued and outstanding and 5,000,000 preferred
shares authorized 0 issued and outstanding at
February 28, 2001 and February 29, 2000,
respectively
Additional paid-in-capital 7,587,094 6,708,412 6,795,719
Retained deficit (1,398,816) 1,720,491) (922,926)
Stock subscription receivable 460 (55,125) (14,113)
Unrealized loss on marketable equity - (31,250) -
securities, net of tax
------------ ------------ ------------
Total stockholders' equity 6,202,060 4,913,706 5,871,002
------------ ------------ ------------
Total liabilities and stockholders' equity $ 9,128,740 $ 7,552,328 $10,055,771
============ ============ ============
See Accompanying Notes
NBG RADIO NETWORK, INC.
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED FEBRUARY 28, 2001 and FEBRUARY 29,
2000
(Unaudited)
--------------------------------------------------------
2001 2000
------------------------ ---------------------------
REVENUES
Advertising income $ 2,826,898 $ 1,849,007
Kiosk income 89,500 75,716
Interest income 3,587 5,260
------------------------ ---------------------------
Total revenues 2,919,985 1,929,983
DIRECT COSTS 2,104,854 1,147,645
------------------------ ---------------------------
GROSS MARGIN 815,131 782,338
------------------------ ---------------------------
GENERAL AND ADMINISTRATIVE EXPENSES
Wages and employee benefits 625,608 367,244
Travel and entertainment 91,680 35,802
Consulting and professional 109,096 94,681
Advertising 13,909 10,303
Depreciation and amortization 107,516 106,540
Postage and printing 30,311 28,865
Rent 31,059 24,347
Interest 16,321 633
Office supplies 22,796 12,653
Telephone 24,899 11,776
Other expenses 92,826 60,947
------------------------ ---------------------------
Total general and 1,166,021 753,791
administrative expenses
------------------------ ---------------------------
Net income (loss) before provision for (350,890) 28,547
income taxes
Provision for income taxes 125,000 -
------------------------ ---------------------------
Net income (loss) $ (475,890) $ 28,547
======================== ===========================
Basic loss per share of common stock $ (0.04) $ 0.00
======================== ===========================
Weighted average number of shares 12,955,341 12,160,293
outstanding
======================== ===========================
See Accompanying Notes
NBG RADIO NETWORK, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
Other
Additional Stock Comprehen-
Common Stock Paid-In Retained Subscription sive Total
Capital Deficit Receivable Income
--------------------- ------------ ----------- ------------ ------------ -----------
Shares Amount
---------- ---------
BALANCE, November 30, 1998 10,490,700 $ 10,490 $ 3,930,211 $ (484,763) $ (180,757) - $3,275,181
Issuance of common shares for
business acquisition 350,000 350 1,266,650 - - - 1,267,000
Exercise of options and 1,319,593 1,320 1,511,550 - - - 1,512,870
warrants
Services provided for payment
of subscribed shares - - - - 74,744 - 74,774
Net loss for the year - - - (1,264,275) - - (1,264,275)
Change in unrealized loss on
marketable securities - - - - - (31,250) (31,250)
---------- --------- ------------ ----------- ------------ ------------ -----------
BALANCE, November 30, 1999 12,160,293 12,160 6,708,411 (1,749,038) (106,013) (31,250) 4,834,270
Exercise of options 161,538 162 87,308 - - - 87,470
Services provided for payment
of subscribed shares - - - - 91,900 - 91,900
Net income for the year - - - 826,112 - - 826,112
Change in unrealized loss on
marketable securities - - - - - 31,250 31,250
---------- --------- ------------ ----------- ------------ ------------ -----------
Balance November 30, 2000 12,321,831 $ 12,322 $ 6,795,719 $ (922,926) $ (14,113) $ - $5,871,002
Issuance of common shares 547,000 547 546,453 - - - 547,000
Exercise of options 453,000 453 244,922 - - - 245,375
Services provided for payment
of subscribed shares - - - - 14,573 - 14,573
Net Income (Loss) - - - (475,890) - - (641,475)
---------- --------- ------------ ----------- ------------ ------------ -----------
Balance February 28, 2001 13,321,831 $ 13,322 $7,587,094 $(1,398,816) $ 460 $ - $6,202,060
========== ========= ============ =========== ============ ============ ===========
See Accompanying Notes
NBG RADIO NETWORK, INC.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED
FEBRUARY 28 and 29
(Unaudited)
-------------------------------
2001 2000
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income/Loss $ (475,890) $ 28,547
Adjustments to reconcile net income/loss to cash from
operating activities: Depreciation and amortization 107,516 106,540
Services provided in payment of subscribed shares 14,573 50,888
Changes in assets and liabilities:
Accounts receivable (6,013) 3,202
Unbilled receivable 22,874 (570,394)
Related party receivable 76,452
Barter exchange receivable 1
Prepaid expenses and other current assets (104,981) 2,721
Sales representation agreements 217,917 (943,085)
Payments on programming contract liabilities (857,678) 842,795
Accounts payable (240,438) (50,273)
Accrued liabilities (159,973) (20,853)
------------- -------------
Net cash from operating activities (1,405,640) (549,912)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Issuance of common stock $ 547,000 $ -
Stock options exercised 245,375 -
Acquisition of property and equipment (2,751) (1,438)
------------- -------------
Net cash from investing activities 789,624 (1,438)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash from financing activities - -
------------- -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(616,016) (551,350)
CASH, beginning of year 854,623 892,092
------------- -------------
CASH, end of year $ 238,607 $ 340,742
============= =============
NBG RADIO NETWORK, INC.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED
FEBRUARY 28 and 29
(Unaudited)
-------------------------------
2001 2000
------------- -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid for interest $ 16,321 $ 633
============= =============
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Capitalization of programming contract assets and
recognition of related liabilities $ 288,000 $ 1,138,996
============= =============
Issuance of common stock for services, net of stock $ 14,573 $ 50,888
subscription receivable ($460 and ($55,125))
============= =============
See Accompanying Notes
NOTE 1 - ORGANIZATION AND BUSINESS ACTIVITY
NBG Radio Network, Inc. (the Company) was organized under the laws of the
state of Nevada on March 27, 1996, with the name of Nostalgia
Broadcasting Corporation. In January 1998, stockholders approved the
Company's name change to NBG Radio Network, Inc. The Company creates,
produces, distributes and is a sales representative for national radio
programs, and offers other miscellaneous services to the radio industry.
The Company offers radio programs to the industry in exchange for
commercial broadcast time, which the Company sells to national
advertisers.
NOTE 2 - PRINCIPLES OF CONSOLIDATION
The interim consolidated financial statements include the accounts NBG
Radio Network, Inc. and its wholly owned subsidiaries, NBG Solutions,
Inc., NBG Travel Exclusives, Inc. and NBG Interactive, Inc., after
elimination of inter-company transactions and balances.
The interim financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. The financial information included in this
interim report has been prepared by management without audit by
independent public accountants who do not express an opinion thereon. The
Company's annual report will contain audited financial statements. In the
opinion of management, all adjustments, including normal recurring
accruals necessary for fair presentation of results of operations for the
interim periods included herein have been made. The results of operations
for the three months ended February 28, 2001, are not necessarily
indicative of results to be anticipated for the year ending November 30,
2001. Certain amounts for 2000 have been restated to conform with the
2001 presentation.
NOTE 3 - EARNINGS PER COMMON SHARE
Earnings per common share is calculated by dividing net income by the
weighted average shares outstanding.
Item 2. Management's Discussion and Analysis or Plan of Operation
-----------------------------------------------------------------
Forward Looking Statements
--------------------------
The information set forth below relating to matters that are not
historical facts are "forward looking statements" within the meaning of Section
21E of the Securities Exchange Act of 1934 and involve risks and uncertainties
which could cause actual results to differ materially from those contained in
such forward looking statements. Such risks and uncertainties include, but are
not limited to, the following:
o A decline in national and regional advertising
o Preference by customers of other forms of advertising such as newspapers
and magazines, outdoor advertising, network radio advertising, yellow page
directories and point of sale advertising
o Loss of executive management personnel
o Ability to maintain and establish new relations with radio stations
o Ability to predict public taste with respect to entertainment programs
Three Months Ended February 28, 2001 and February 29, 2000
----------------------------------------------------------
Reference is made to Item 6, "Management's Discussion and Analysis or Plan
of Operation" included in the Company's annual report on Form 10-KSB for the
year ended November 30, 2000, as amended, on file with the Securities and
Exchange Commission. The following discussion and analysis pertains to the
Company's results of operations for the three-month period ended February 28,
2001, compared to the results of operations for the three-month period ended
February 29, 2000, and to changes in the Company's financial condition from
November 30, 2000 to February 28, 2001.
REVENUES. Total revenues for the three months ended February 28, 2001 were
$2,919,985 compared to revenues of $1,929,983 for the same period in 1999,
representing an increase of $990,002, or 51%. This increase was principally due
to the Company's acquisition of sales representation agreements over the last
six months. The sales representation agreements allow the Company to sell
commercial broadcast inventory on behalf of an independent third party program
producer. In exchange for this service the Company keeps a commission based upon
the advertising time sold within the program. Thus, the increase in inventory
available for sale by the Company has resulted in significant revenue growth. In
addition to this, the Company has continued to grow its network of radio station
affiliates airing their programs. Not only has the Company been able to increase
its listening audience, it also has been successful in adding stations in the
top media markets. The combination of more listeners in top markets has enabled
the Company to charge higher rates for its commercial broadcast time. The
increase in rates has led to an increase in revenues.
DIRECT COSTS. Direct costs for the three months ended February 28, 2001
and 2000 were $2,104,854 and $1,147,645, respectively, representing an increase
of $957,209, or 83%. The increase is due primarily to the increase in the number
of programs and services the Company currently provides. Since September of 2000
the Company has added 16 new programs or services to its lineup. These additions
have led to the increase in the total cost of producing the Company's programs.
Long-form programs are more expensive to produce due to the increased cost of
delivery of the program via satellite and the extra telephone charges incurred
for caller driven programs. Short-form programs are distributed on CD via the
mail, a much less expensive form of distribution.
GROSS MARGIN. Gross margin for the three months ended February 28, 2001
was $815,131, an increase of $32,793, or 4%, compared to the same period 2000.
The increase in gross margin during the first quarter of 2001 was principally
due to the Company's significant increase in total revenues for the first three
months of 2001. As a percentage of total revenues, gross margin was 28% in 2001
and 41% 2000. The primary reason for the decrease in percentage is that the
Company acquired a majority of its new programs and services during the fourth
quarter of 2000. In the Company's industry, commercial advertising is typically
sold six to twelve months in advance. As a result, the Company will begin to
recognize revenues for these new programs in the second and third quarters of
2001. However, the Company has and will continue to have production costs
associated with these programs in the interim periods. Gross margin percentage
will be reduced until revenues are recognized for the remainder of 2001.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
for the three months ended February 28, 2001 was $1,166,021, representing an
increase of $412,230, or 55% over the same period in 2000. The increase is
partially due to an increase in wages and employee benefits of $258,364, or 70%,
from $367,244 for the three months ended February 29, 2000 to $625,608 for the
same period in 2001. This increase is mainly due to the increase in staff size
necessary to support the growth of the Company. Management also decided to
provide additional benefits to its employees, including life insurance,
disability insurance, and an increase in health and medical benefits. Travel and
entertainment increased 156% from $35,802 in 2000 to $91,680 in 2001, due to the
increased size of the Company's advertising and affiliate sales staff. The
increased travel led to an increase in advertising sales and the number of radio
station affiliates in top media markets airing the Company's programs.
Management expects general and administrative expenses to continue growing as
the Company pursues acquisition of new programming and continues to develop
existing programs.
INCOME TAXES. During the three months ended February 28, 2001, the Company
paid $125,000 in estimated income taxes. Due to loss carry forwards there was no
provision for income taxes during the three months ended February 29, 2000.
NET LOSS AND EARNINGS PER SHARE. Net loss for the three months ended
February 28, 2001 was $475,890, or $.04 per share. Net income for the three
months ended February 29, 2000 was $28,547, or $.00 per share. The loss for 2001
was mainly due to the addition of many new programs that will not recognize any
revenue until later in 2001 but will continue to have production expenses in the
interim periods.
Earnings per share are based upon a weighted average of 12,955,341 and
12,160,293 shares outstanding on February 28, 2001 and February 29, 2000,
respectively.
Liquidity and Capital Resources
-------------------------------
Historically, the Company has financed its cash flow requirements through
cash flows generated from operations and financing activities. The Company's
working capital at February 28, 2001 was $4.86 million compared to $3.18 million
at February 29, 2000. The increase in working capital was primarily due to an
increase in accounts receivable in connection with the growth in total revenues
of the Company.
In January 2001 the Company completed a private placement of 547,000 units
at $1.00 per unit. Each unit consisted of one share of common stock and one
warrant to purchase one share of common stock, exercisable immediately. The
warrants are exercisable for $1.50 and expire on January 19, 2003. The Company
received proceeds of $547,000 from the private placement.
The Company has no long-term debt. Currently the Company has a line of
credit of up to $500,000 from Western Bank, which is secured by accounts
receivable, inventory, equipment, and intangibles. The line of credit is to be
paid back on July 31, 2001 at an interest rate of prime plus one-half percent.
As of February 28, 2001 the Company had advances of $400,000 on the line of
credit.
Management believes that its available cash together with operating
revenues will be sufficient to fund the Company's working capital requirements
through November 30, 2001. The Company's management further believes it has
sufficient liquidity to implement its expansion and acquisition strategies.
PART II - OTHER INFORMATION
---------------------------
Item 2. Changes in Securities
------------------------------
(c) In January 2001, the Company completed a private placement of 547,000 units
at $1.00 per unit. Each unit consisted of one share of common stock and one
warrant to purchase one share of common stock, exercisable immediately. The
warrants are exercisable for $1.50 and expire on January 19, 2003. The Company
received proceeds of $547,000 from the private placement. The private placement
was made to a single accredited investor and was exempt from registration under
Sections 4(2) and 4(6) of the Securities Act of 1933 and under Rule 506 of
Regulation D.
Item 6. Exhibits and Reports on Form 8-K
----------------------------------------
(b) No reports on Form 8-K were required to be filed during the quarter ended
February 28, 2001.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NBG RADIO NETWORK, INC.,
a Nevada corporation
Date: June 4, 2001 By: /s/ John J. Brumfield
----------------------------------------------
John J. Brumfield, Chief Financial Officer
Vice President, Finance
(Principal Financial and Accounting Officer)