BIG CITY RADIO INC - 10-Q Quarterly Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-Q

(MARK ONE)

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE PERIOD ENDED SEPTEMBER 30, 2002

OR

/ / 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 001-13715

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BIG CITY RADIO, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 13-3790661
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

110 EAST 42ND STREET, NEW YORK, NEW YORK 10017
(Address and zip code of principal executive offices)

(212) 599-3510
(Registrant's telephone number, including area code)

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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 / /

The number of shares of the registrant's Class A common stock and Class B
common stock outstanding as of November 8, 2002 was 6,226,817 and 8,250,458,
respectively.

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BIG CITY RADIO, INC.
PART 1--FINANCIAL INFORMATION

2

PART 1--FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIG CITY RADIO, INC.
CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements

3

BIG CITY RADIO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

See accompanying notes to consolidated financial statements

4

BIG CITY RADIO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

See accompanying notes to consolidated financial statements

5

BIG CITY RADIO, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

See accompanying notes to consolidated financial statements

6

BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The Company owns and operates radio stations in three of the largest radio
markets in the United States. The Company's radio broadcast properties are
located in or adjacent to major metropolitan markets and utilize innovative
engineering techniques and low-cost, ratings-driven operating strategies to
develop these properties into successful metropolitan radio stations.

The Company owns HIH Acquisition, Inc. ("HIH") which in turn owns United
Publishers of Florida, Inc., ("UPF") which published the Hispanic music trade
magazine, "Disco," operated a graphic design business and owns the
LatinMusicTrends.com website. In response to the continued downturn in the music
industry advertising marketplace, during June 2002, the Company ceased the
operation of UPF, and wrote-off the remaining $108,000 of goodwill associated
with UPF. As discussed in Note 6, this was treated as discontinued operations.
The Company also owns Independent Radio Rep, LLC, an in-house rep firm to
represent it in generating national Hispanic radio business.

The accompanying consolidated financial statements include the accounts of
Big City Radio, Inc. and all its subsidiaries. All significant intercompany
accounts and transactions have been eliminated.

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
disclosures 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 and the
assumptions could prove to be inaccurate.

The accompanying interim consolidated financial statements have been
prepared without audit pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures made are
adequate to make the information presented not misleading. These financial
statements should be read in conjunction with the consolidated financial
statements and related footnotes included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2001 (the "2001 Form 10-K"). In the
opinion of management all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly in all material respects the financial
position of the Company as of September 30, 2002 and the results of its
operations for the three and nine months ended September 30, 2002 and 2001, and
its cash flows for the nine months ended September 30, 2002 and 2001 have been
included. The results of operations for the interim period are not necessarily
indicative of the results which may be realized for the full year.

2. EARNINGS PER SHARE

Basic earnings per share excludes all dilutive securities. It is based upon
the weighted average number of common shares outstanding during the period.
Diluted earnings per share reflects the potential dilution that would occur if
securities to issue common stock were exercised or converted into common stock.
In calculating diluted earnings per share, no potential shares of common stock
are included in the computation when a loss from continuing operations available
to common stockholders exists. For the three months and nine months ended
September 30, 2002 and 2001, the Company had losses from continuing operations.
The Company had antidilutive options amounting to 1,338,000 and 1,833,000 at
September 30, 2002 and 2001, respectively, which were not included in the
computation of

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BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. EARNINGS PER SHARE (CONTINUED)
diluted EPS. In addition, if an acquisition by any person, group of affiliated
persons or entity of all of the stock of the Company or of all or substantially
all of the assets of the Company, occurs on or prior to November 1, 2004 at a
price of at least $4.00 per share of Class A Common Stock, the former
stockholders of HIH will be entitled to receive 600,000 shares of the Company's
Class A Common Stock.

3. ACQUIRED INTANGIBLE ASSETS AND GOODWILL

The carrying amount of unamortized intangible assets are as follows (in
thousands):

The amortization expense on broadcast license was $0 and $2,207,000 for the
nine months ended September 30, 2002 and 2001, respectively. The amortization
expense on goodwill was $0 and $239,000 for the nine months ended September 30,
2002 and 2001, respectively.

The following table presents net loss (in thousands) and basic and diluted
net loss per share as if the broadcast license and goodwill had not been
amortized during the periods presented.

4. RECENT ACCOUNTING PRONOUNCEMENTS

BUSINESS COMBINATIONS AND GOODWILL AND OTHER INTANGIBLE ASSETS

In July 2001, the Financial Accounting Standards Board or FASB issued
SFAS 141, BUSINESS COMBINATIONS, and SFAS 142, GOODWILL AND OTHER INTANGIBLE
ASSETS. SFAS 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001 as well as all purchase
method business combinations completed after June 30, 2001. SFAS 141 also
specifies criteria

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BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
that intangible assets acquired in a purchase method business combination must
meet to be recognized and reported apart from goodwill, noting that any purchase
price allocable to an assembled workforce may not be accounted for separately.
SFAS 142 requires that goodwill and intangible assets with indefinite useful
lives no longer be amortized, but instead be tested for impairment at least
annually in accordance with the provisions of SFAS 142. SFAS 142 requires that
intangible assets with definite useful lives be amortized over their respective
estimated useful lives to their estimated residual values, and reviewed for
impairment in accordance with SFAS 144, ACCOUNTING FOR THE IMPAIRMENT OR
DISPOSAL OF LONG-LIVED ASSETS.

The Company adopted SFAS 141 and SFAS 142 effective January 1, 2002. Any
goodwill and any intangible asset determined to have an indefinite useful life
that was acquired in a purchase business combination completed after June 30,
2001 will not be amortized, but will continue to be evaluated for impairment in
accordance with the appropriate pre-SFAS 142 accounting literature. Goodwill and
intangible assets acquired in business combinations completed before July 1,
2001 have been amortized through December 31, 2001.

SFAS 141 requires that upon adoption of SFAS 142, the Company evaluate its
existing intangible assets and goodwill that was acquired in a prior purchase
business combination, and make any necessary reclassifications in order to
conform with the new criteria in SFAS 141 for recognition apart from goodwill.
Upon adoption of SFAS 142, the Company reassessed the useful lives and residual
values of all intangible assets acquired in business combinations accounted for
using the purchase method. In addition, to the extent the Company identified an
intangible asset as having an indefinite useful life, the Company was required
to test the intangible asset for impairment in accordance with the provisions of
SFAS 142 within the first interim period. Any impairment loss would have been
measured as of the date of adoption and recognized as the cumulative effect of a
change in accounting principle. No significant adjustments or impairment losses
resulted from the adoption of SFAS 141 and SFAS 142.

In connection with the transitional goodwill impairment evaluation,
SFAS 142 required the Company to perform an assessment of whether there was an
indication that goodwill was impaired as of the date of adoption. To accomplish
this the Company identified its reporting units and determined the carrying
value of each reporting unit by assigning the assets and liabilities, including
the existing goodwill and intangible assets, to those reporting units as of the
date of adoption. To the extent a reporting unit's carrying amount exceeds its
fair value, an indication exists that the reporting unit's goodwill may be
impaired and the Company must perform the second step of the transitional
impairment test. In the second step, the Company compared the implied fair value
of the reporting unit's goodwill, determined by allocating the reporting unit's
fair value to all of it assets (recognized and unrecognized) and liabilities in
a manner similar to a purchase price allocation in accordance with SFAS 141, to
its carrying amount, both of which would be measured as of the date of adoption.
Any transitional impairment loss was required to be recognized as the cumulative
effect of a change in accounting principle in the Company's statement of
earnings. No such loss resulted from the Company's adoption of SFAS 142.

In accordance with SFAS 142, the Company discontinued the amortization of
goodwill and intangible assets (comprised of broadcast license) effective
January 1, 2002. During the quarter ended March 31, 2002, the Company completed
the transitional impairment test, which did not result in impairment of recorded
intangible assets. In June 2002, the Company ceased the operation of UPF, and

9

BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
wrote off the remaining $108,000 of goodwill associated with UPF. As of
September 30, 2002, the Company has no remaining unamortized goodwill, and has
unamortized broadcast licenses in the amount of $76,955,000.

ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE
DISPOSED OF

In August 2001, the FASB issued SFAS No. 144, ACCOUNTING FOR THE IMPAIRMENT
OR DISPOSAL OF LONG-LIVED ASSETS ("SFAS 144"), which supersedes both SFAS
No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF ("SFAS 121"), and the accounting and reporting
provisions of APB Opinion No. 30, REPORTING THE RESULTS OF OPERATIONS--REPORTING
THE EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS, AND EXTRAORDINARY, UNUSUAL
AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS ("Opinion 30"), for the
disposal of a segment of a business (as previously defined in that Opinion).
SFAS 144 retains the fundamental provisions in SFAS 121 for recognizing and
measuring impairment losses on long-lived assets held for use and long-lived
assets to be disposed of by sale, while also resolving significant
implementation issues associated with SFAS 121. For example, SFAS 144 provides
guidance on how a long-lived asset that is used as part of a group should be
evaluated for impairment, establishes criteria for when a long-lived asset is
held for sale, and prescribes the accounting for a long-lived asset that will be
disposed of other than by sale. SFAS 144 retains the basic provisions of Opinion
30 on how to present discontinued operations in the income statement but
broadens that presentation to include a component of an entity (rather than a
segment of a business). Unlike SFAS 121, an impairment assessment under
SFAS 144 will never result in a write-down of goodwill. Rather, goodwill is
evaluated for impairment under SFAS 142, GOODWILL AND OTHER INTANGIBLE ASSETS.

The Company adopted SFAS 144 on January 1, 2002. The adoption of SFAS 144
did not have a material impact on the financial position, cash flows, or results
of operations of the Company. The Company discontinued its publishing operations
during June 2002. This was treated as a discontinued operation under SFAS 144.

In June 2002, the Financial Accounting Standards Board issued FASB Statement
No. 146, ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
("SFAS 146") which nullifies Emerging Issues Task Force (EITF) Issue No. 94-3
LIABILITY RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION BENEFITS AND OTHER COSTS
TO EXIT AN ACTIVITY (including Certain Costs Incurred in a Restructuring)
("Issue 94-3").

The principal difference between this Statement and Issue 94-3 relates to
its requirements for recognition of a liability for a cost associated with an
exit or disposal activity. This Statement requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. Under Issue 94-3, a liability for an exit cost as defined in Issue
94-3 was recognized at the date of an entity's commitment to an exit plan. Under
SFAS 146, a commitment to a plan, by itself, does not create a present
obligation to others that meets the definition of a liability. SFAS 146 also
establishes that fair value is the objective for initial measurement of the
liability.

The Company is required to adopt SFAS 146 on exit and disposal activities
that are initiated after December 31, 2002, with early application encouraged.
The Company will adopt SFAS 146 on those transactions after December 31, 2002.
As of the present day, the Company does not expect a material impact on the
financial position, cash flow or results of operations of the Company in
connection with adopting SFAS 146.

10

BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. SENIOR DISCOUNT NOTES

OFFERING OF SENIOR DISCOUNT NOTES

The Company completed a private placement of $174.0 million aggregate
principal amount, at maturity, of 11.25% Senior Discount Notes due 2005 (the
"Notes") on March 17, 1998 (the "Notes Offering"), generating approximately
$125.4 million of gross proceeds for the Company of which the Company used
approximately $32.6 million to repay outstanding indebtedness under its previous
credit facility. The Company has used the proceeds of the Notes Offering to
finance the acquisition costs of radio station properties and the remaining
proceeds were used for general working capital purposes. On March 15, 2001, the
Notes commenced accruing cash interest at 11.25% per annum. Semi-annual cash
interest payments of $9.8 million commenced on September 15, 2001. (For a
discussion of the Company's current liquidity issues, including events of
default under the Indenture governing the Notes and the acceleration of the
principal of and interest on the Notes, see note 7 below.)

SUBSIDIARY GUARANTORS

Pursuant to the terms of the indenture relating to the Notes (the
"Indenture"), the direct subsidiaries of Big City Radio, Inc.--consisting of
Odyssey Traveling Billboards, Inc., Big City Radio-NYC, L.L.C., Big City
Radio-LA, L.L.C., Big City Radio-CHI, L.L.C. (collectively, the "Subsidiary
Guarantors") have, jointly and severally, fully and unconditionally guaranteed
the obligations of Big City Radio, Inc. with respect to the Notes.

All of the then existing Subsidiary Guarantors except Odyssey Traveling
Billboards, Inc. (the "Station Subsidiaries"), were created in December 1997 as
special purpose Delaware limited liability companies formed for the sole purpose
of holding the Company's Federal Communications Commission ("FCC") radio
licenses. The operating agreements for the Station Subsidiaries limit the
activities of these companies to owning the FCC radio licenses. Odyssey
Traveling Billboards, Inc. owns and operates certain vehicles used to advertise
for the Company's radio stations. Because the Station Subsidiaries have entered
into assignment and use agreements with the Company whereby the Company manages
and directs the day-to-day operations of the radio stations, pays all expenses
and capital costs incurred in operating the radio stations, and retains all
advertising and other receipts collected in operating the radio stations, the
Station Subsidiaries have no income or expenses other than the amortization of
the FCC licenses. Odyssey Travelling Billboards, Inc. is similarly a special
purpose corporation with no income and only expenses.

The covenants in the Notes and the Indenture do not restrict the ability of
the Station Subsidiaries to make cash distributions to the Company.

Accordingly, set forth below is certain condensed consolidating and
consolidated financial information for the parent company, Big City Radio, Inc.
and for the Subsidiary Guarantors, with consolidation adjustments, as of
September 30, 2002 and for the nine months ended September 30, 2001 and 2002.

11

BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. SENIOR DISCOUNT NOTES (CONTINUED)
CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2002

12

BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. SENIOR DISCOUNT NOTES (CONTINUED)

CONSOLIDATING STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2001

13

BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. SENIOR DISCOUNT NOTES (CONTINUED)

CONSOLIDATING STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2002

This summarized financial information for the Subsidiary Guarantors has been
prepared from the books and records maintained by the Subsidiary Guarantors and
the Company. The summarized financial information may not necessarily be
indicative of the results of operations or financial position had the Subsidiary
Guarantors operated as independent entities.

14

BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. DISCONTINUED OPERATIONS

During June 2002, the Company discontinued the operation of UPF (which was
comprised solely of publishing operations), and wrote off the remaining $108,000
of goodwill associated with its acquisition. The decision to terminate
publishing operations was made in response to the continued downturn in the
music industry advertising marketplace. As UPF's publishing operation
represented the only publishing operations of Big City Radio, Inc., the
Company's consolidated financial statements for all periods presented have been
adjusted to reflect the publishing operations as discontinued operations in
accordance with SFAS 144.

Summarized financial information for the discontinued operations is as
follows:

During the quarter ended June 30, 2002, the Company transferred $78,000 of
property and equipment previously from the discontinued operations to the
continuing operations, no liabilities of the discontinued operations remained.

7. LIQUIDITY AND GOING CONCERN

As is described more fully below, events of default exist under the
Indenture governing the Company's Notes and the Company has entered into a
Forbearance Agreement with the holders of approximately $128 million principal
amount at maturity of the Notes, although the Forbearance Agreement will not
prevent the trustee under the Indenture or note-holders that are not parties to
the Forbearance Agreement from pursuing remedies under the Indenture, as
provided therein.

The Company has incurred substantial net losses since inception primarily
due to the broadcast cash flow deficits of the start up of its radio stations.
In addition, since the majority of its broadcast properties are in stages of
development, either as a result of pending FCC applications or appeals thereof
that, if granted, will permit the Company to effect engineering enhancements or
upgrades, or as a result of having recently changed formats, the Company expects
to generate significant net losses for the foreseeable future. In addition,
because of the Company's substantial indebtedness, a significant portion of the
Company's broadcast cash flow is required for debt service. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Furthermore, on November 4, 2002, the Company announced its intention to auction
its stations. No assurances can be provided that the Company will be successful
in selling the stations at all or selling the stations at prices sufficient to
pay the principal and interest on the Notes. In the absence of successful sales,
the Company will consider other strategic alternatives, including filing for
protection under the United States bankruptcy laws. No adjustments have been
made in the accompanying unaudited consolidated financial statements as a result
of these uncertainties.

15

BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. LIQUIDITY AND GOING CONCERN (CONTINUED)
During April 2001, the Company made a request of its bank lender that the
Company be permitted to draw down on its Revolving Credit Facility. The lender
declined to permit the Company to draw on this Revolving Credit Facility due to
the Company's lack of compliance with a covenant that required that the
Company's consolidated financial statements for the year ended December 31, 2000
be reported on by the Company's independent accountants without a "going concern
or like qualification or exception." As a result of its inability to draw on the
Revolving Credit Facility, the Company issued a promissory note (the "Affiliate
Promissory Note") on May 8, 2001 to borrow up to $5,000,000 from Stuart
Subotnick, a majority shareholder, in order to meet the Company's short-term
working capital needs. All amounts payable under the Promissory Note were repaid
on October 12, 2001 from proceeds available from the Bridge Loan (as defined
below).

Cash interest commenced accruing on the Company's Notes on March 15, 2001
and semi-annual payments commenced on September 15, 2001. The Company failed to
make the initial interest payment on September 15, 2001. However, under the
terms of the Indenture, there is a grace period of thirty days in which to pay
the interest due. On October 12, 2001, the Company obtained the Bridge Loan, and
used the proceeds from borrowing under the Bridge Loan to pay the September 15,
2001 Note interest payment and applicable additional interest, and to repay the
indebtedness and accrued interest on the Affiliate Promissory Note.

On October 31, 2001, the Company completed the sale of its four Phoenix
radio stations to Hispanic Broadcasting Corporation for a cash purchase price of
$34 million, which resulted in a gain of $2.3 million. The Company used a
portion of the proceeds from this sale to repay indebtedness under the Bridge
Loan and has been using the remainder of the sale proceeds to fund ongoing
operations. However, because of the Company's substantial indebtedness, the
remainder of the Phoenix stations sales proceeds was required for the March 15,
2002 semi-annual interest payment and to fund ongoing operations. Moreover, the
Company did not have the necessary cash resources to make the September 15, 2002
interest payment of $9.8 million on the Notes. The Company had available
approximately $3.4 million of cash, cash equivalents and marketable securities
at September 30, 2002. The grace period with respect to the non-payment of
interest lapsed on October 15, 2002, thereby resulting in an event of default
under the Indenture governing the Notes. On October 17, 2002, certain holders of
the Company's Notes delivered notice to the Company declaring the principal and
interest on all of the Notes to be immediately due and payable.

Furthermore, the Indenture permits the Company to reinvest the net proceeds
from the sale of the Phoenix stations in broadcast assets for a period of up to
one year from the date of this asset sale. Thereafter, any portion of the
approximately $18 million of net proceeds which remained after the repayment of
the Bridge Loan that were not reinvested in broadcast assets were required to be
used to make an offer to repurchase the Notes. As described above, the Company
used a portion of the net proceeds to repay indebtedness under the Bridge Loan
and has been using the remainder of the sale proceeds to fund the March 15, 2002
semi-annual interest payment and ongoing operations. The Company did not make an
offer to repurchase the Notes, because it does not have sufficient cash
resources to consummate such an offer. As a result, an event of default has
occurred under the Indenture governing the Notes.

The Company has evaluated its strategic alternatives and the most efficient
use of its capital, including, without limitation, the sale of the Company's
broadcast assets and, depending on market conditions, debt and/or equity
financing and purchasing, restructuring, recapitalizing, refinancing or

16

BIG CITY RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. LIQUIDITY AND GOING CONCERN (CONTINUED)
otherwise retiring certain of the Company's securities in the open market or by
other means, in each case subject to the restrictions contained in the Indenture
governing the Notes. As a result, on November 4, 2002 the Company announced it
had retained Jorgenson Broadcast Brokerage to market and conduct an auction of
all of the Company's radio stations.

Proceeds from any sales of the stations will be utilized first to pay
principal and interest in respect of the Notes and to pay any other Company
liabilities, with any remaining proceeds to be distributed to the Company's
shareholders. The sale of any of the stations will be subject to the approval of
the Company's Board of Directors as well as the approval of the Federal
Communications Commission. If the sale of the stations constitutes a sale of all
or substantially all of the assets of the Company, then the station sale will be
subject to shareholder approval.

No assurances can be provided that the Company will be successful in selling
the stations at all or selling the stations at prices sufficient to pay the
principal and interest on the Notes. In the absence of successful sales, the
Company will consider other strategic alternatives including filing for
protection under the United States bankruptcy code. In addition, because an
event of default exists under the Company's Indenture, the Company could also be
subject to an involuntary filing under the bankruptcy code. No adjustments have
been made in the accompanying unaudited consolidated financial statements as a
result of these uncertainties.

The Company, the Subsidiary Guarantors and the holders of approximately
$128 million principal amount at maturity of the Notes entered into a
Forbearance Agreement on November 13, 2002. Under the Forbearance Agreement, the
signatory note-holders have agreed to forbear, through January 31, 2003, from
taking, initiating or continuing any action to enforce the Company's payment
obligations under the Notes (including, without limitation, any involuntary
bankruptcy filing against the Company) or against any property, officers,
directors, employees or agents of the Company to collect on or enforce payment
of any indebtedness or obligations, or to otherwise assert any claims or causes
of action seeking payment under the Notes, in each case arising under or
relating to the payment default or the default arising from the failure to make
the required offer to repurchase Notes or other existing defaults known to the
signatory note-holders as of the date thereof. The Company agreed to conduct the
auction of its stations in a good faith manner designed to sell the assets as
soon as practicable for cash consideration in an amount at least sufficient to
satisfy the Notes. In the event that the signatory note-holders reasonably
believe that the Company is not conducting the auction process in good faith or
is not operating or managing the business and financial affairs of the Company
in good faith in the ordinary course and consistent with past practices, they
may notify the Company in writing and may elect to terminate the Forbearance
Agreement. The Company further agreed not to pay, discharge or satisfy any
liability or obligation except for obligations reflected on the Company's
balance sheet as of December 31, 2001 or incurred in the ordinary course since
that date which are paid, discharged or satisfied for fair and equivalent value
in the ordinary course of business and consistent with past practices. The
Forbearance Agreement will not prevent the trustee under the Indenture or
note-holders that are not parties to the Forbearance Agreement from pursuing
remedies under the Indenture, as provided therein.

17

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Certain statements set forth below under this caption constitute
"Forward-Looking Statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). See "Special Note
Regarding Forward-Looking Statements".

RECENT DEVELOPMENTS

As is described more fully below, events of default exist under the
Indenture governing the Company's Notes and the Company has entered into a
Forbearance Agreement with the holders of approximately $128 million principal
amount at maturity of the Notes, although the Forbearance Agreement will not
prevent the trustee under the Indenture or note-holders that are not parties to
the Forbearance Agreement from pursuing remedies under the Indenture, as
provided therein.

The Indenture governing the Notes permits the Company to reinvest the net
proceeds from the sale of the Phoenix stations in broadcast assets for a period
of up to one year from the date of this asset sale. Thereafter, the Company must
make an offer to repurchase the Notes using any remaining net proceeds after
such reinvestment and repayment of specified indebtedness. The Company used a
portion of the net proceeds to repay indebtedness and has been using the
remainder of the sale proceeds to fund the March 15, 2002 semi-annual interest
payment and ongoing operations. The Company did not make an offer to repurchase
the Notes, because it does not have sufficient cash resources to consummate such
an offer. As a result, an event of default has occurred under the Indenture
governing the Notes.

The Company failed to make the September 15, 2002 semi-annual interest
payment of $9.8 million due on the Notes. At September 30, 2002, the Company had
available approximately $3.4 million of cash, cash equivalents and marketable
securities. The Company's cash resources were insufficient to enable the Company
to make the semi-annual interest payment within the thirty day grace period, and
this period lapsed on October 15, 2002, thereby resulting in an event of default
under the Indenture governing the Notes. On October 17, 2002, a group of holders
of the Notes delivered a notice to the Company declaring the principal and
interest on all of the Notes to be immediately due and payable.

The Company has evaluated its strategic alternatives and the most efficient
use of the Company's capital, including, without limitation, the sale of the
Company's broadcast assets and, depending on market conditions, debt and/or
equity financing and purchasing, restructuring, recapitalizing, refinancing or
otherwise retiring certain of the Company's securities in the open market or by
other means, in each case subject to the restrictions contained in the Indenture
governing the Notes. As a result, on November 4, 2002 the Company announced it
had retained Jorgenson Broadcast Brokerage to market and conduct an auction of
all of the Company's radio stations.

Proceeds from any sales of the stations will be utilized first to pay
principal and interest in respect of the Notes and to pay any other Company
liabilities, with any remaining proceeds to be distributed to the Company's
shareholders. The sale of any of the stations will be subject to the approval of
the Company's Board of Directors as well as the approval of the Federal
Communications Commission. If the sale of the stations constitutes a sale of all
or substantially all of the assets of the Company, then the station sale will be
subject to shareholder approval.

No assurances can be provided that the Company will be successful in selling
the stations at all or selling the stations at prices sufficient to pay the
principal and interest on the Notes. In the absence of successful sales, the
Company will consider other strategic alternatives including filing for
protection under the United States bankruptcy code. In addition, because an
event of default exists under the

18

Company's Indenture, the Company could also be subject to an involuntary filing
under the bankruptcy code.

The Company, the Subsidiary Guarantors and the holders of approximately
$128 million principal amount at maturity of the Notes entered into a
Forbearance Agreement on November 13, 2002. Under the Forbearance Agreement, the
signatory note-holders have agreed to forbear, through January 31, 2003, from
taking, initiating or continuing any action to enforce the Company's payment
obligations under the Notes (including, without limitation, any involuntary
bankruptcy filing against the Company) or against any property, officers,
directors, employees or agents of the Company to collect on or enforce payment
of any indebtedness or obligations, or to otherwise assert any claims or causes
of action seeking payment under the Notes, in each case arising under or
relating to the payment default or the default arising from the failure to make
the required offer to repurchase Notes or other existing defaults known to the
signatory note-holders as of the date thereof. The Company agreed to conduct the
auction of its stations in a good faith manner designed to sell the assets as
soon as practicable for cash consideration in an amount at least sufficient to
satisfy the Notes. In the event that the signatory note-holders reasonably
believe that the Company is not conducting the auction process in good faith or
is not operating or managing the business and financial affairs of the Company
in good faith in the ordinary course and consistent with past practices, they
may notify the Company in writing and may elect to terminate the Forbearance
Agreement. The Company further agreed not to pay, discharge or satisfy any
liability or obligation except for obligations reflected on the Company's
balance sheet as of December 31, 2001 or incurred in the ordinary course since
that date which are paid, discharged or satisfied for fair and equivalent value
in the ordinary course of business and consistent with past practices. The
Forbearance Agreement will not prevent the trustee under the Indenture or
note-holders that are not parties to the Forbearance Agreement from pursuing
remedies under the Indenture, as provided therein.

The rules of the American Stock Exchange, on which the Company's Class A
Common Stock is listed, require that the Company maintain an audit committee
with at least three members who are independent directors. In June 2002, the
Company added a third independent director to serve on its board and on the
audit committee. The American Stock Exchange Board of Governors recently
approved new corporate governance measures which include increasing the
independence of boards of directors of Amex-listed companies and tightening the
definition of "independent." These measures could have the effect of
disqualifying one or more members of the Company's audit committee from serving
as independent directors. The measures approved by the Amex Board of Governors
require the promulgation of formal rules that are subject to SEC review and
approval. The Company will review such rules upon their adoption to ensure
compliance.

Recently, the Company's Class A Common Stock was subject to a listing review
by the American Stock Exchange. The Exchange noted that the Company's
shareholders' equity, its losses from continuing operations and its net losses
do not comply with the Exchange's listing standards, and such noncompliance
could be the basis for delisting. The Company responded with a plan of action
addressing these comments and in June the Exchange completed its review and
granted an extension to the Company. To remain listed, the Company was required
to meet certain quarterly milestones which are contained in a business plan that
was submitted by the Company to the Exchange. On November 6, 2002, the Company
reported that it had received a letter from the American Stock Exchange advising
the Company that the Exchange planed to file an application with the Securities
Exchange Commission to strike the Company's common stock from listing and
registration on the Exchange. The letter cited the Company's failure to satisfy
Exchange continued listing standards regarding stockholders' equity and losses
from continuing operations, as well as the failure of the Company to submit a
plan to the Exchange demonstrating that the Company will be able to regain
compliance with such continued listing standards. The Company has exercised its
limited right to appeal the Staff's determination. The appeal is scheduled to be
heard on December 10, 2002. Any delisting of the Company's common stock

19

from the Exchange will likely have a material adverse effect on the liquidity of
the Company's common stock.

In light of the number and complexity of the issues facing the Company noted
above, the Company cannot give any assurance as to the outcome of its efforts to
resolve these issues.

GENERAL

Throughout the periods reported upon in this quarterly report on Form 10-Q,
the Company owned and operated radio stations in three of the largest radio
markets in the United States. The Company's radio broadcast properties are
located in or adjacent to major metropolitan markets and utilize innovative
engineering techniques and low-cost, ratings-driven operating strategies to
develop these properties into successful metropolitan radio stations.

In the Los Angeles area, the Company owns and operates three FM radio
stations, KLYY-FM, KSYY-FM, and KVYY-FM, all trimulcasting on 107.1 FM to form
"Viva 107.1" (the "LA Stations"). The Company acquired these stations in 1996.
In May 2000, the Company filed an application to upgrade the KLYY-FM, Arcadia,
California Class A signal to a Class B1. In October 2002, the FCC denied the
Company's application. On November 8, 2002, the Company filed an application for
review appealing this decision.

In the New York area, the Company owns and operates four FM radio stations,
WYNY-FM, WWXY-FM, WWZY-FM, and WWYY-FM, all programmed on 107.1 FM to form
"Rumba 107.1", a Hispanic contemporary hit radio format (the "New York
Stations"). Prior to May 9, 2002, the New York Stations were programmed as "New
Country Y-107". New County Y-107 began broadcasting on December 4, 1996. The
Company operated WWXY-FM and WWZY-FM under Local Marketing Agreements ("LMAs")
throughout the periods from December 1996 to April 1, 1997 and June 5, 1997,
their effective acquisition dates, respectively, and the Company operated
WWYY-FM under an LMA throughout the period from April 27, 1998 to August 13,
1998, its effective acquisition date. The Company has owned and operated WYNY-FM
since January 1, 1995. In early August 2002, the Company filed with the FCC a
request for a construction permit to increase the power of WWZY-FM, Long Branch
NJ, which broadcasts from a site in the Atlantic Highlands area of New Jersey.

In the Chicago area, the Company owns five radio stations, WXXY-FM and
WYXX-FM, both simulcasting on 103.1 FM as "Viva 103.1," and WKIE-FM, WKIF-FM,
and WDEK-FM, trimulcasting as Energy92 (Viva 103.1 and Energy92 are collectively
referred to herein as, the "Chicago Stations"). The Company acquired the Viva
103.1 stations on August 8, 1997. The Company operated WXXY-FM as a stand-alone,
brokered-programming FM station and leased WYXX-FM to the previous owner under
an LMA agreement until the Company commenced operation of this simulcast in
early February 1998. The 103.1 simulcast began broadcasting its current Hispanic
contemporary hit radio format of "Viva 103.1" in January 2001. The Company
acquired WKIE-FM and WKIF-FM on August 4 and 7, 1998, respectively. On
February 25, 1999 the Company acquired WDEK-FM and added it to the Energy92
stations to form a trimulcast. These stations commenced operations as Energy92,
a contemporary dance hit radio format in January 2001.

On July 30, 1999, the Company acquired KEDJ-FM, Sun City, Arizona and
KDDJ-FM, Globe, Arizona. The Company operated KEDJ-FM and KDDJ-FM, simulcasting
as The Edge with its modern rock format and Howard Stern morning show. On
September 22, 1999, the Company acquired KBZR-FM, Arizona City, Arizona, and
added it to The Edge stations to form a trimulcast. On September 29, 1999, the
Company acquired KSSL-FM (formerly KMYL-FM), Wickenberg, Arizona. In
February 2000, the Company began operating KSSL-FM as a stand-alone radio
station broadcasting its Hispanic contemporary hit radio format. On October 31,
2001, the Company sold its four Phoenix station properties, KEDJ-FM, KDDJ-FM,
KBZR-FM and KSSL-FM, to Hispanic Broadcasting Corporation for an aggregate cash
purchase price of $34,000,000.

20

On November 1, 1999, the Company consummated the acquisiton, in an all stock
transaction, of all the issued and outstanding stock of Hispanic Internet
Holdings, Inc., a privately held bilingqual Online Service Provider for the U.S.
Hispanic and Latin American markets. During 2001, the Company ceased the
development and operation of its Internet portal site, TodoAhora.com, and
wrote-off $897,000 of goodwill associated with the internet operations.

On November 8, 2000, the Company acquired United Publishers of
Florida, Inc., which published the Hispanic music trade magazine, "Disco,"
operated a graphic design business and owns the LatinMusicTrend.com website. In
response to the continued downturn in the music industry advertising
marketplace, during June 2002, the Company ceased the operation of United
Publishers of Florida, Inc., and wrote-off the remaining $108,000 of goodwill
associated with United Publishers of Florida, Inc.

In November 2000, the Company formed Independent Radio Reps, LLC, a
wholly-owned subsidiary. This in-house rep firm was formed to compete for
Hispanic National radio advertising business.

RESULTS OF OPERATIONS

BACKGROUND

The Company's financial results are dependent on a number of factors,
including the general strength of the local and national economies, local market
competition, the relative efficiency and effectiveness of and radio broadcasting
compared to other advertising media, government regulation and policies and the
Company's ability to provide popular programming.

The Company's primary source of revenue is the sale of advertising. Each
station's total revenue is determined by the number of advertisements aired by
the station and the advertising rates that the station is able to charge.
Publishing revenues were derived principally from the sale of advertising
announcements. Furthermore, the magazine company derived revenues from contract
graphic design projects.

Because the Company's strategy involves developing brand new metropolitan
area radio stations, the initial revenue base is zero and subject to factors
other than ratings and radio broadcasting seasonality. After the start-up
period, as is typical in the radio broadcasting industry, the Company's first
calendar quarter generally will produce the lowest revenues for the year, and
the fourth quarter generally will produce the highest revenues for the year. The
Company's operating results in any period may be affected by the incurrence of
advertising and promotion expenses that do not produce commensurate revenues in
the period in which the expenses are incurred.

In each of its markets, the Company seeks to maximize the economic outlook
of its broadcast properties by selecting the most competitively viable formats,
engaging experienced and talented management, and by optimizing the signal
coverages of its transmitting facilities.

The foregoing summary of the Company's business describes general factors
affecting the Company's business, and does not reflect the liquidity and going
concern issues described in Note 7 to Consolidated Financial Statements and in
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Recent Developments and--Liquidity and Capital Resources and--Cash
Flows From Financing Activities.

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED WITH THREE MONTHS ENDED
SEPTEMBER 30, 2001

NET REVENUES for the three months ended September 30, 2002 were $3,464,000
compared with $5,883,000 for the three months ended September 30, 2001, a
decrease of $2,419,000 or 41.1%. This decrease was due primarily to (i) the lack
of revenues at the Phoenix stations for the three months ended September 30,
2002 compared to net revenues at the Phoenix stations of $1,249,000 for the
three

21

months ended September 30, 2001, due to the sale of the Phoenix stations on
October 31, 2001, and (ii) decreased net revenues at the New York stations for
the three months ended September 30, 2002 compared to the same period in 2001,
resulting from the change in format of the New York stations on May 9, 2002, and
(iii) decreased net revenues at the LA Stations and Energy92 in Chicago for the
three months ended September 30, 2002 compared to the same period in 2001,
resulting from an adverse competitive environment, and ratings declines,
respectively.

STATION OPERATING EXPENSES EXCLUDING DEPRECIATION AND AMORTIZATION for the
three months ended September 30, 2002 were $3,844,000 compared with $5,110,000
for the three months ended September 30, 2001, a decrease of $1,266,000 or
24.8%. This decrease was due principally to decreased operating expenses of
$1,189,000 for the Phoenix stations which the Company sold on October 31, 2001,
and the reduction in operating expenses for New York, Chicago and LA Stations.

INTERNET OPERATING EXPENSES EXCLUDING DEPRECIATION AND AMORTIZATION for the
three months ended September 30, 2002 were $0 compared with $117,000 for the
three months ended September 30, 2001, a decrease of $117,000 or 100.0%. This
decrease was due to the closure of the Internet operations in the second half of
2001.

CORPORATE, GENERAL AND ADMINISTRATIVE EXPENSES for the three months ended
September 30, 2002 were $1,044,000 compared with $1,018,000 for the three months
ended September 30, 2001, an increase of $26,000, or 2.6%. The increase was
primarily attributable to higher legal and professional fees and liability
insurance expenses, partially offset by lower personnel costs in 2002.

DEPRECIATION AND AMORTIZATION EXPENSES for the three months ended
September 30, 2002 were $365,000 compared with $1,253,000 for the three months
ended September 30, 2001, a decrease of $888,000, or 70.9%. This decrease was
due to (i) the adoption of SFAS No. 142 on January 1, 2002, which eliminated
amortization expense for goodwill and intangible assets for the three months
ended September 30, 2002, and (ii) the elimination of depreciation expense at
the Phoenix stations compared to the same period in 2001 resulting from the sale
of these properties on October 31, 2001.

INTEREST EXPENSE for the three months ended September 30, 2002 was
$5,144,000 compared with $5,180,000 for the three months ended September 30,
2001, a decrease of $36,000, or 0.7%. The decrease in interest expense was due
primarily to the absence of a promissory note to an affiliate of the Company,
which was repaid on October 12, 2001. In the three months ended September 30,
2002 and 2001, the average outstanding total debt for the Company was
$174,000,000 and $175,692,000 respectively. The average rate of interest on the
outstanding debt was 11.82% and 11.79% for the three months ended September 30,
2002 and 2001, respectively. Interest income for the three months ended
September 30, 2002 was $23,000 compared with $8,000 for the three months ended
September 30, 2001. This increase was a result of a higher average balance of
investments in marketable securities due to the sale of the Company's Phoenix
stations in October 2001.

LOSSES FROM DISCONTINUED OPERATIONS for the three months ended
September 30, 2002 were $64,000 compared with $77,000 for the three months ended
September 30, 2001. During June 2002, the Company discontinued its UPF operation
and wrote-off $108,000 of the remaining UPF goodwill. The decision to terminate
UPF operations was made in response to the continued downturn in the music
industry advertising marketplace. As UPF's publishing operation represented the
only publishing operations of Big City Radio, Inc., the Company's consolidated
financial statements for all periods presented have been adjusted to reflect the
publishing operations as discontinued operations.

NET LOSSES for the three months ended September 30, 2002 were $6,955,000
compared with $7,008,000 for the three months ended September 30, 2001. The
decrease in net loss of $53,000, or 0.8%, was primarily attributable to (i) the
absence of operating losses of the Phoenix stations due to the sale of these
properties on October 31, 2001, (ii) lower station operating expenses and
internet expenses, and (iii) the adoption of SFAS 142 which resulted in no
amortization expense for goodwill and intangible assets for the three months
ended September 30, 2002, partially offset by lower net

22

revenues at the New York, LA and Energy92 Chicago stations, and the absence of
the Phoenix stations net revenues compared to the corresponding quarter in 2001.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED WITH NINE MONTHS ENDED
SEPTEMBER 30, 2001

NET REVENUES for the nine months ended September 30, 2002 were $10,227,000
as compared with $15,705,000 for the nine months ended September 30, 2001, a
decrease of $5,478,000 or 34.9%. This decrease was due primarily to (i) the lack
of revenues at the Phoenix stations for the nine months ended September 30, 2002
compared to net revenues at the Phoenix stations of $3,710,000 for the nine
months ended September 30, 2001, due to the sale of the Phoenix stations on
October 31, 2001, and (ii) decreased net revenues at the New York stations for
the nine months ended September 30, 2002 compared to the same period in 2001,
due to declining ratings linked to signal deficiencies that existed from
September 2001 through April 2002, caused by a variety of transmission problems
in the New York and New Jersey areas indirectly resulting from the September
terrorist incident, and the change in format of the New York stations on May 9,
2002, and (iii) decreased net revenues at the LA Stations for the nine months
ended September 30, 2002 compared to the same period in 2001, resulting from an
adverse competitive environment. This decrease was partially offset by increased
broadcast and concert revenues of the Chicago Viva 103.1 station, compared to
the corresponding nine months ended September 30, 2001.

STATION OPERATING EXPENSES EXCLUDING DEPRECIATION AND AMORTIZATION for the
nine months ended September 30, 2002 were $12,026,000 compared with $16,731,000
for the nine months ended September 30, 2001, a decrease of $4,705,000 or 28.1%.
This decrease was due principally to decreased operating expenses of $3,512,000
for the Phoenix stations which the Company sold on October 31, 2001, and the
reduction in operating expenses for the New York and LA stations. This decrease
was partially offset by the increased concert and sales expenses for the Chicago
Viva 103.1 station for the nine months ended September 30, 2002.

INTERNET OPERATING EXPENSES EXCLUDING DEPRECIATION AND AMORTIZATION for the
nine months ended September 30, 2002 were $0 compared with $421,000 for the nine
months ended September 30, 2001, a decrease of $421,000 or 100.0%. This decrease
was due principally to the closure of the Internet operations in the second half
of 2001

CORPORATE, GENERAL AND ADMINISTRATIVE EXPENSES for the nine months ended
September 30, 2002 were $2,816,000 compared with $2,752,000 for the nine months
ended September 30, 2001, an increase of $64,000 or 2.3%. The increase was
primarily attributable to higher legal and professional fees and liability
insurance expenses, partially offset by lower personnel costs in 2002.

DEPRECIATION AND AMORTIZATION EXPENSES for the nine months ended
September 30, 2002 were $1,126,000 compared with $3,748,000 for the nine months
ended September 30, 2001, a decrease of $2,622,000, or 70.0%. This decrease was
due to (i) the adoption of SFAS No. 142 on January 1, 2002, which eliminated
amortization expense for goodwill and intangible assets for the nine months
ended September 30, 2002, and (ii) the elimination of depreciation expense at
the Phoenix stations compared to the same period in 2001 resulting from the sale
of these properties on October 31, 2001.

INTEREST EXPENSE for the nine months ended September 30, 2002 was
$15,181,000 compared with $15,016,000 for the nine months ended September 30,
2001, an increase of $165,000 or 1.1%. This increase reflects additional
interest resulting from the higher accreted principal amount of the Notes for
the nine months ended September 30, 2002 when compared to the nine months ended
September 30, 2001. In the nine months ended September 30, 2002 and 2001, the
average outstanding total debt for the Company was $174,000,000 and $174,391,000
respectively. The average rate of interest on the outstanding debt was 11.63%
and 11.47% for the nine months ended September 30, 2002 and 2001, respectively.
Interest income for the nine months ended September 30, 2002 was $128,000
compared with $42,000 for the nine months ended September 30, 2001. This
increase was a

23

result of a higher average balance of investments in marketable securities due
to the sale of the Company's Phoenix stations in October 2001.

LOSSES FROM DISCONTINUED OPERATIONS for the nine months ended September 30,
2002 were $658,000 compared with $447,000 for the nine months ended
September 30, 2001. During June 2002, the Company discontinued its UPF operation
and wrote-off $108,000 of the remaining goodwill. The decision to terminate UPF
operations was made in response to the continued downturn in the music industry
advertising marketplace. As UPF's publishing operations represented the only
publishing operations of Big City Radio, Inc., the Company's consolidated
financial statements for all periods presented have been adjusted to reflect the
publishing operations as discontinued operations.

NET LOSSES for the nine months ended September 30, 2002 were $21,416,000
compared with $23,518,000 for the nine months ended September 30, 2001. The
decrease in net loss of $2,102,000, or 8.9%, was primarily attributable to
(i) the absence of operating losses of the Phoenix stations due to the sale of
these properties on October 31, 2001, (ii) lower station operating expenses and
internet expenses, (iii) the adoption of SFAS 142 which resulted in no
amortization expense for goodwill and intangible assets for the nine months
ended September 30, 2002, and (iv) revenues from concert events at the LA and
Chicago stations for the nine months ended September 30, 2002, partially offset
by lower net revenues at the New York, LA and Chicago Energy92 stations, and the
absence of the Phoenix stations net revenues compared to the corresponding nine
months ended September 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

The Company has incurred substantial net losses since inception primarily
due to broadcast cash flow deficits characteristic of the start up of its radio
stations. In addition, since the majority of its broadcast properties are in
stages of development, either as a result of pending FCC applications and their
appeals that, if granted, will permit the Company to effect engineering
enhancements or upgrades, or as a result of having recently changed formats, the
Company expects to generate significant net losses for the foreseeable future.

As a result of these factors, working capital needs have been met by
borrowings, including loans from Stuart and Anita Subotnick (the "Principal
Stockholders"), loans under the credit agreement dated as of May 30, 1996 with
the Chase Manhattan Bank (as amended, the "Old Credit Facility") and the
issuance of the Notes. The net proceeds of approximately $120,808,000 from the
Notes Offering were used to repay approximately $32,600,000 of the Old Credit
Facility. Simultaneously with the completion of the Note Offering, the Company
obtained a revolving credit facility (the "Revolving Credit Facility") with The
Chase Manhattan Bank ("Chase") in the amount of $15.0 million. The Revolving
Credit Facility was terminated upon repayment of the Bridge Loan. Most recently
working capital needs have been met first from the proceeds of the Bridge Loan
and subsequent to October 31, 2001 from the proceeds of the sale of the
Company's Phoenix radio stations.

The Company has entered into employment contracts with 9 individuals, mainly
officers and senior management that provide for minimum salaries and incentives
based upon specified levels of performance. The minimum payments under these
contracts are $1,599,000 in 2002 and $606,000 in 2003.

The Company has never paid cash or stock dividends and does not anticipate
doing so in the foreseeable future. The Company will continue to report net
losses throughout the start up period for the Chicago and New York Stations, and
is attempting to sell these stations, with the expectation that any successful
sales will be completed before the Company is able to generate positive
operating income or net income. Furthermore, the Company intends to retain
future earnings for use in its business and does not anticipate paying dividends
on shares of its common stock in the foreseeable future.

24

CASH FLOWS FROM OPERATING ACTIVITIES

In the nine months ended September 30, 2002 and 2001, respectively, the
Company used cash in its operations. In the nine months ended September 30,
2002, the deficit was predominantly due to the payment of cash interest on the
Company's Notes of approximately $9.8 million on March 15, 2002, and operating
losses of the New York Stations, Chicago Stations, Independent Radio Reps, LLC,
and internet and publishing businesses. In the nine months ended September 30,
2001, the deficit was predominantly due to operating losses of the New York and
Chicago Stations, and the start-up operations of the internet and publishing
businesses and Independent Radio Reps, LLC.

CASH FLOWS FROM INVESTING ACTIVITIES

Capital expenditures (excluding acquisitions of radio stations) were
$251,000 and $552,000 for the nine months ended September 30, 2002 and 2001,
respectively. These expenditures primarily reflect costs associated with
technical improvements at the Company's stations, in particular, the expansion
of the studio and broadcast facilities, and computer support equipment. In the
nine months ended September 30, 2002, the Company sold $11,921,000 of marketable
securities to generate cash for general working capital and interest payment on
the Notes. In the nine months ended September 30, 2001, the Company sold
$1,895,000 of marketable securities to generate cash for general working capital
purposes.

CASH FLOWS FROM FINANCING ACTIVITIES

During the nine months ended September 30, 2001, the Company borrowed
$2,235,000 from an affiliate of the Company. The amount outstanding under the
note was repaid on October 12, 2001.

The Company completed a private placement of $174.0 million aggregate
principal amount at maturity of Notes on March 17, 1998 (the "Notes Issuance
Date"), generating approximately $125.4 million of gross proceeds for the
Company of which the Company used approximately $32.6 million to repay
outstanding indebtedness under its Old Credit Facility. The Company has used the
proceeds of the Notes Offering to finance the acquisition costs of radio station
properties and for general working capital purposes.

The Notes were issued at an original issue discount and accreted in value
until March 15, 2001 at a rate of 11.25% per annum, compounded semi-annually to
an aggregate principal amount of $174.0 million. Cash interest began accruing on
the Notes on March 15, 2001 at a rate of 11.25% per annum and is payable in cash
semi-annually, each March 15 and September 15 through and including March 15,
2005. The Notes will mature on March 15, 2005 but may be redeemed at the option
of the Company, in whole or in part at a redemption price of 105.625%, 102.813%
or 100.000% if redeemed during the 12-month period commencing on March 15 of
2002, 2003 and on and after 2004, respectively.

Holders of the Notes have the right to require the Company to repurchase
their Notes upon a "change of control" of the Company, at a price equal to the
principal amount of such Notes. A "change of control" for purposes of the Notes
is deemed to occur (i) when any person other than the Principal Stockholders,
the management and their affiliates (the "Permitted Holders"), becomes the owner
of more than 35% of the total voting power of the Company's stock and the
Permitted Holders own in the aggregate a lesser percentage of such voting power
and do not have the right or ability to elect a majority of the Board of
Directors, (ii) upon certain changes in the composition of the Board of
Directors, (iii) upon the occurrence of a sale or transfer of all or
substantially all of the assets of the Company taken as a whole, or (iv) upon
the adoption by the stockholders of a plan for the liquidation or dissolution of
the Company.

25

Payments under the Notes are guaranteed on a senior unsecured basis by the
Company's Restricted Subsidiaries (as defined in the Indenture). As of
September 30, 2002, all of the Company's subsidiaries were Restricted
Subsidiaries. The Notes contain certain financial and operational covenants with
which the Company and its Restricted Subsidiaries must comply, including
covenants regarding the incurrence of additional indebtedness, investments,
payment of dividends on and redemption of capital stock and the redemption of
certain subordinated obligations, sales of assets and the use of proceeds
therefrom, transactions with affiliates, creation and existence of liens, the
types of businesses in which the Company may operate, asset swaps, distributions
from Restricted Subsidiaries, sales of capital stock of Restricted Subsidiaries
and consolidations, mergers and transfers of all or substantially all of the
Company's assets.

On July 6, 1998, the Company completed an exchange offer for the Notes, in
which the holders of substantially all outstanding Notes exchanged their Notes
for newly-issued Notes registered under the Securities Act of 1933. The new
Notes have the same terms as the exchanged Notes, except that the new Notes are
so registered. The amount exchanged was $172,500,000 aggregate principal amount
at maturity of Notes.

The Notes contain customary events of default including payment defaults and
default in the performance of other covenants, certain bankruptcy defaults,
judgment and cross defaults, and failure of a subsidiary guarantee to be in full
force and effect. As is described more fully below, events of default exist
under the Indenture governing the Company's Notes, and the Company has entered
into a Forbearance Agreement with the holders of approximately $128 million
principal amount at maturity of the Notes.

Cash interest commenced accruing on the Notes on March 15, 2001 and
semi-annual cash interest payments commenced on September 15, 2001. The Company
failed to make the initial interest payment on September 15, 2001, however,
under the terms of the Indenture, a grace period of thirty days exists in which
to pay the interest due. On October 12, 2001 the Company obtained the Bridge
Loan, and used the proceeds from borrowing under the Bridge Loan to pay the
September 15, 2001 Note interest payment, applicable additional interest, and
the indebtedness and accrued interest on the Affiliate Promissory Note, at that
date.

In connection with the consummation of the Notes Offering, the Company
entered into a revolving credit facility (the "Revolving Credit Facility") with
The Chase Manhattan Bank ("Chase") providing for up to $15.0 million of
availability, based upon a multiple of the Company's radio stations' positive
rolling four quarter broadcast cash flow. and subject to compliance with certain
financial and operational covenants. The Revolving Credit Facility was to mature
on March 17, 2003. At December 31, 2000, the Company was in compliance with all
material covenants and restrictions under the Revolving Credit Facility, with
the exception that the Independent Auditors' Report for the year ended
December 31, 2000 included a "going concern" paragraph.

During April 2001, the Company made a request of its bank lender that the
Company be permitted to draw down on its then existing Revolving Credit
Facility. The lender declined to permit the Company to draw on the Revolving
Credit Facility due to the Company's violation of a covenant discussed above. In
response to its inability to draw down on the facility, on October 12, 2001, the
Company obtained a new term loan facility (the "Bridge Loan") in the amount of
$15,000,000. The Bridge Loan was obtained by the assignment of the Company's
Revolving Credit Facility from the lender thereunder to a new lender, and was
therefore secured to the same extent as the Revolving Credit Facility. The
Bridge Loan bore interest at the rate of LIBOR plus 3.0%, or a Base Rate plus
2.0%, at the option of the Company. Net proceeds of the Bridge Loan were used to
pay the semi-annual interest on the Notes, together with applicable additional
interest thereon, and to repay indebtedness under the Affiliate Promissory Note.
The Bridge Loan was repaid on October 31, 2001

26

with a portion of the proceeds from the sale of the Phoenix radio station
properties as discussed below. The Company currently does not have a credit
facility.

On October 31, 2001, the Company completed the sale of its four Phoenix
radio properties to Hispanic Broadcasting Corporation for a cash price of
$34 million. The Indenture permits the Company to reinvest the approximately
$18 million of proceeds which remained from the sale of the Phoenix stations
after the repayment of the Bridge Loan in broadcast assets for a period of up to
one year from the date of these asset sales. Thereafter, any net proceeds that
were not timely reinvested in broadcast assets must be used to make an offer to
repurchase the Notes. As described above, the Company used a portion of the
proceeds to repay indebtedness under the Bridge Loan and has been using the
remainder of the proceeds to fund the March 15, 2002 semi-annual interest
payment due on the Notes and ongoing operations. The Company did not make an
offer to repurchase the Notes, because it does not have sufficient cash
resources to consummate such an offer. As a result, an event of default has
occurred under the Indenture governing the Notes.

The Company failed to make the September 15, 2002 semi-annual interest
payment of $9.8 million due on the Notes. At September 30, 2002, the Company had
available approximately $3.4 million of cash, cash equivalents and marketable
securities. The Company's cash resources were insufficient to enable the Company
to make the semi-annual interest payment within the thirty day grace period, and
this period lapsed on October 15, 2002, thereby resulting in an event of default
under the Indenture governing the Notes. On October 17, 2002, a group of holders
of the Notes delivered notice to the Company declaring the principal and
interest on all of the Notes to be immediately due and payable.

The Company has evaluated its strategic alternatives and the most efficient
use of the Company's capital, including, without limitation, the sale of the
Company's broadcast assets and, depending on market conditions, debt and/or
equity financing and purchasing, restructuring, recapitalizing, refinancing or
otherwise retiring certain of the Company's securities in the open market or by
other means, in each case subject to the restrictions contained in the Indenture
governing the Notes. As a result, on November 4, 2002 the Company announced it
had retained Jorgenson Broadcast Brokerage to market and conduct an auction of
all of the Company's radio stations.

Proceeds from any sales of the stations will be utilized first to pay
principal and interest in respect of the Notes and to pay any other Company
liabilities, with any remaining proceeds to be distributed to the Company's
shareholders. The sale of any of the stations will be subject to the approval of
the Company's Board of Directors as well as the approval of the Federal
Communications Commission. If the sale of the stations constitutes a sale of all
or substantially all of the assets of the Company, then the station sale will be
subject to shareholder approval.

No assurances can be provided that the Company will be successful in selling
the stations at all or selling the stations at prices sufficient to pay the
principal and interest on the Notes. In the absence of successful sales, the
Company will consider other strategic alternatives including filing for
protection under the United States bankruptcy code. In addition, because an
event of default exists under the Company's Indenture, the Company could also be
subject to an involuntary filing under the bankruptcy code.

The Company, the Subsidiary Guarantors and the holders of approximately
$128 million principal amount at maturity of the Notes entered into a
Forbearance Agreement on November 13, 2002. Under the Forbearance Agreement, the
signatory note-holders have agreed to forbear, through January 31, 2003, from
taking, initiating or continuing any action to enforce the Company's payment
obligations under the Notes (including, without limitation, any involuntary
bankruptcy filing against the Company) or against any property, officers,
directors, employees or agents of the Company to collect on or enforce payment
of any indebtedness or obligations, or to otherwise assert any claims or causes
of action seeking payment under the Notes, in each case arising under or
relating to the payment default or the default arising from the failure to make
the required offer to repurchase Notes or other existing

27

defaults known to the signatory note-holders as of the date thereof. The Company
agreed to conduct the auction of its stations in a good faith manner designed to
sell the assets as soon as practicable for cash consideration in an amount at
least sufficient to satisfy the Notes. In the event that the signatory
note-holders reasonably believe that the Company is not conducting the auction
process in good faith or is not operating or managing the business and financial
affairs of the Company in good faith in the ordinary course and consistent with
past practices, they may notify the Company in writing and may elect to
terminate the Forbearance Agreement. The Company further agreed not to pay,
discharge or satisfy any liability or obligation except for obligations
reflected on the Company's balance sheet as of December 31, 2001 or incurred in
the ordinary course since that date which are paid, discharged or satisfied for
fair and equivalent value in the ordinary course of business and consistent with
past practices. The Forbearance Agreement will not prevent the trustee under the
Indenture or note-holders that are not parties to the Forbearance Agreement from
pursuing remedies under the Indenture, as provided therein.

The rules of the American Stock Exchange, on which the Company's Class A
Common Stock is listed, require that the Company maintain an audit committee
with at least three members who are independent directors. In June 2002, the
Company added a third independent director to serve on its board and on the
audit committee. The American Stock Exchange Board of Governors recently
approved new corporate governance measures which include increasing the
independence of boards of directors of Amex-listed companies and tightening the
definition of "independent." These measures could have the effect of
disqualifying one or more members of the Company's audit committee from serving
as independent directors. The measures approved by the Amex Board of Governors
require the promulgation of formal rules that are subject to SEC review and
approval. The Company will review such rules upon their adoption to ensure
compliance.

Recently, the Company's Class A Common Stock was subject to a listing review
by the American Stock Exchange. The Exchange noted that the Company's
shareholders' equity, its losses from continuing operations and its net losses
do not comply with the Exchange's listing standards, and such noncompliance
could be the basis for delisting. The Company responded with a plan of action
addressing these comments and in June the Exchange completed its review and
granted an extension to the Company. To remain listed, the Company was required
to meet certain quarterly milestones which are contained in a business plan that
was submitted by the Company to the Exchange. On November 6, 2002, the Company
reported that it had received a letter from the American Stock Exchange advising
the Company that the Exchange planed to file an application with the Securities
Exchange Commission to strike the Company's common stock from listing and
registration on the Exchange. The letter cited the Company's failure to satisfy
Exchange continued listing standards regarding stockholders' equity and losses
from continuing operations, as well as the failure of the Company to submit a
plan to the Exchange demonstrating that the Company will be able to regain
compliance with such continued listing standards. The Company has exercised its
limited right to appeal the Staff's determination. The appeal is scheduled to be
heard on December 10, 2002. Any delisting of the Company's common stock from the
Exchange will likely have a material adverse effect on the liquidity of the
Company's common stock.

In light of the number and complexity of the issues facing the Company noted
above, the Company cannot give any assurance as to the outcome of its efforts to
resolve these issues.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this report, including those utilizing the phrases
"will," "expects," "intends," "estimates," "contemplates," and similar phrases,
are "forward-looking" statements (as such term is defined in Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")), including
statements regarding, among other items, (i) the Company's expectation of
improving the coverage

28

areas of its radio stations or receipt of approvals from the FCC regarding
upgrades or enhancement of the Company's radio stations, (ii) the Company's
ability to successfully implement its business strategy, (iii) the Company's
ability to consummate asset sales and (iv) the Company's ability to raise
additional debt or equity financing or restructure its existing capital so as to
continue as a going concern. Certain, but not necessarily all, of such
forward-looking statements can be identified by the use of forward-looking
terminology such as "believes," "expects," "may," "will," "should," or
"anticipates" or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy that involve risks and uncertainties.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance and
achievements of the Company and its subsidiaries to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, but are not limited to, the
following: (i) changes in the competitive market place, including the
introduction of new technologies or formatting changes by the Company's
competitors, (ii) changes in the financial markets and in the Company's ability
to secure financing, (iii) changes in the regulatory framework, including the
possibility that U.S. or non-U.S. governments will increase regulation of the
Internet, (iv) risks that the FCC may not approve the Company's pending
applications with respect to upgrades or enhancements of the Company's stations,
(v) changes in audience tastes, and (vi) changes in the economic conditions of
local markets. Other factors which may materially affect actual results include,
among others, the following: general economic and business conditions, industry
capacity, demographic changes, changes in political, social and economic
conditions and various other factors beyond the Company's control. The Company
does not undertake and specifically declines any obligation to publicly release
the results of any revisions which may be made to any forward-looking statements
to reflect events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION

The following factors (in addition to others) could have a material and
adverse impact on the Company's business:

The Company's highly leveraged financial position poses the following risks
to stockholders:

- Events of default exist and are continuing under the Indenture governing
the Notes, which has resulted in the acceleration of the Notes (subject to
the forbearance of the note-holders that are signatories to the
Forbearance Agreement until January 31, 2003, although the Forbearance
Agreement will not prevent the trustee under the Indenture or noteholders
that are not parties to the Forbearance Agreement from pursuing remedies
under the Indenture, as provided therein) or the bankruptcy of the
Company;

- a substantial portion, and perhaps all, of any amounts realized from the
sale of the Company's radio stations and of the Company's cash flow from
operations will be required to service its indebtedness;

- the Company probably will not be able to obtain financing in the future
for working capital, capital expenditures and general corporate purposes,
and

- the Company is more vulnerable to economic downturns and its ability to
withstand competitive pressures is limited.

The Company derives substantially all of its revenues from advertisers in
diverse industries. If a number of its advertisers reduce their expenditures
because of a general economic downturn, or an economic downturn in one or more
industries or regions, or for any other reason, the Company's results of
operations would be materially and adversely affected.

29

Cash on hand is insufficient to meet the Company's obligations and
commitments. The Company has not met its interest obligations under the
Indenture and has otherwise defaulted under the Indenture which has led to
acceleration of the Notes under the Indenture (subject to the forbearance of the
note-holders that are signatories to the Forbearance Agreement until
January 31, 2003, although the Forbearance Agreement will not prevent the
trustee under the Indenture or note-holders that are not parties to the
Forbearance Agreement from pursuing remedies under the Indenture, as provided
therein). In addition, the Company probably will not be able to respond to
market conditions or meet extraordinary capital needs. The Company is attempting
to generate sufficient cash to repay its Notes by selling radio stations. These
sales might not be effected on satisfactory terms, if at all.

The Indenture contains restrictive covenants that limit its ability to:

- incur additional debt;

- pay dividends;

- merge, consolidate or sell assets;

- make acquisitions or investments; or

- change the nature of its business.

The Company currently does not have a credit agreement upon which it can
draw and it may not be able to obtain a new credit agreement.

If the Company experiences a change of control, with respect to the Notes,
the Company does not have sufficient funds to repurchase the Notes, as may be
required.

The Company has incurred losses from continuing operations in each of the
fiscal years since inception and expects to continue to experience net losses.
These future net losses, which may be greater than the Company's net losses in
the past, will be principally a result of interest expense on the Company's
outstanding debt.

The growth of revenue from the Company's radio stations could be limited if
it is unable to successfully implement its engineering enhancement plans, and if
it is forced to change formats at its radio properties in response to competitor
format changes. The Company's ability to grow is affected, amongst other
reasons, by the following:

- many competing radio station groups have greater resources available to
finance the start-up losses often associated with a format change;

- the Company might not have the financial resources necessary to implement
any FCC engineering upgrades or enhancements;

- the Company might be unable to obtain FCC approval of requested upgrades
and enhancements.

CRITICAL ACCOUNTING POLICIES AND MATERIAL ESTIMATES

The Company's discussion and analysis of its financial condition and results
of operations are based upon its consolidated financial statements, which have
been prepared in accordance with the accounting principles generally accepted in
the United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affected the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an on-going basis, the Company evaluates its
estimates, including those to broadcast rights, bad debts, intangible assets,
income taxes, and contingencies and litigation. The Company bases its estimates
on historical experience and on various other assumptions that it believes to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying

30

values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions or conditions. The Company believes the following critical
accounting policies affect its more significant judgment and estimates used in
the preparation of its consolidated financial statements.

The Company reviews the carrying values of its long-lived assets (tangible)
for impairment based upon estimated future cash flows of the stations. As of
September 30, 2002, the Company did not record any impairment related to its
long lived tangible assets or broadcast license. In June 2002, the Company
ceased the operation of United Publishers of Florida, Inc., and wrote off the
remaining $108,000 of goodwill associated with United Publishers of
Florida, Inc. Future adverse changes in market conditions, changes in technology
and other factors could reduce the expected future cash flows and result in an
impairment charge in the future.

The Company records revenue from the sale of airtime related to advertising
and contracted time at the time of broadcast. The Company maintains allowances
for doubtful accounts for estimated losses resulting from the inability of its
customers to make required payments. The Company utilizes information available
to the Company, including the timing of payments and the financial condition of
its customers to estimate the allowance for doubtful accounts. If the financial
condition of the Company's customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required. It should be noted that the Company does not have a significant
concentration of accounts receivable from one customer or industry segment.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to the impact of interest rate changes and the change
in the market values of its investments.

The Company's exposure to market rate risk for changes in interest rates
relates primarily to the Company's investment portfolio. The Company has not
used derivative financial instruments in its investment portfolio. The Company
invests its excess cash in debt instruments of the U.S. Government and its
agencies and, by policy, limits the amount of credit exposure to any one issuer.
The Company protects and perserves its invested funds by limiting default,
market and reinvestment risk.

Investments in fixed rate interest earning instruments carry a degree a of
interest rate risk. Fixed rate securities may have their fair market value
adversely impacted due to a rise in interest rates. The Company may suffer
losses in principal if forced to sell securities which have declined in market
value due to changes in interest rates.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of our disclosure controls and procedures (as such term is defined
in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as
amended, or the Exchange Act) as of a date within 90 days prior to the filing
date of this quarterly report, or the Evaluation date. Based on such evaluation,
such officers have concluded that as of the Evaluation date, our disclosure
controls and procedures are effective in alerting them on a timely basis to
material information relating to us, including our consolidated subsidiaries,
that is required to be included in our reports filed or submitted under the
Exchange Act.

(b) Changes in Internal Controls

Since the Evaluation Date, there have not been any significant changes in
our internal controls or in other factors that could significantly affect such
controls.

31

PART II--OTHER INFORMATION

ITEM 1--LEGAL PROCEEDINGS

The Company is involved in litigation from time to time in the ordinary
course of its business. In management's opinion, the outcome of all pending
legal proceedings, individually and in the aggregate, will not have a material
adverse effect on the Company.

ITEM 2--CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3--DEFAULTS UPON SENIOR SECURITIES

An event of default has occurred under the Indenture governing the Company's
11.25% Senior Discount Notes due 2005 (the "Notes") as a result of the Company's
failure to make payment of a semi-annual interest payment due under the Notes on
September 15, 2002 or during the applicable grace period, and an event of
default has occurred under section 3.7 of the Indenture concerning the Company's
failure to make an offer to repurchase Notes using a portion of the cash
proceeds from the October 31, 2001 sale of the Company's four Phoenix radio
stations to Hispanic Broadcasting Corporation. The amount of the defaulted
interest payment due on September 15, 2002 was $9.8 million, which amount
remains in arrears on the date of filing of this report.

ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5--OTHER INFORMATION

None.

ITEM 6--EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit 99.1 Chief Executive Officer Certification Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.

Exhibit 99.2 Chief Financial Officer Certification Pursuant to 18 U.S.C.
Section 1350, as aAdopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.

(b) Reports on Form 8-K

No reports were filed during the quarter for which this report was filed.

32

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

BIG CITY RADIO, INC.

By: /s/ PAUL R. THOMSON
------------------------------------------------
Paul R. Thomson
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND TREASURER

Dated: November 14, 2002

33

CERTIFICATIONS

I, Charles M. Fernandez, Chief Executive Officer, certify that;

1. I have reviewed this quarterly report on Form 10-Q of Big City Radio, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: November 14, 2002 By: /s/ Charles M. Fernandez
------------------------------------------
Charles M. Fernandez
CHIEF EXECUTIVE OFFICER

CERTIFICATIONS

I, Paul R. Thomson,, Chief Financial Officer, certify that;

1. I have reviewed this quarterly report on Form 10-Q of Big City Radio, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

c) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

d) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: November 14, 2002 /s/ Paul R. Thomson
--------------------------------------------
Paul R. Thomson
CHIEF FINANCIAL OFFICER