As filed with the Securities and Exchange Commission on June 29, 2005.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
For the fiscal year ended December 31, 2004
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: 1-12090
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GRUPO RADIO CENTRO, S.A. DE C.V.
(Exact name of registrant as specified in its charter)
RADIO CENTER GROUP
(Translation of registrant's name into English)
UNITED MEXICAN STATES
(Jurisdiction of incorporation or organization)
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Constituyentes 1154 (7(degree) Piso)
Col. Lomas Altas
C.P. 11950, Mexico, D.F., Mexico
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS: NAME OF EACH EXCHANGE ON WHICH REGISTERED
---------------------------------------------------------------- -----------------------------------------
Series A Shares, without par value ("Series A Shares") New York Stock Exchange*
Ordinary Participation Certificates ("CPOs"), each CPO New York Stock Exchange*
representing one Series A Share
American Depositary Shares ("ADSs"), each representing nine CPOs New York Stock Exchange
*Not for trading, but only in connection with the registration of American
Depositary Shares, pursuant to the requirements of the Securities and Exchange
Commission.
Securities registered or to be registered pursuant to
Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period covered by the
annual report: 162,552,561 Series A Shares
Indicate by check mark whether the Registrant (1) has filed all reports
required to be file 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.
[X] Yes [ ] No
Indicate by check mark which financial statement item the Registrant has
elected to follow:
[ ] Item 17 [X] Item 18
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TABLE OF CONTENTS
PAGE
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PART I...........................................................................................................2
Item 1. Identity of Directors, Senior Management and Advisers..........................................2
Item 2. Offer Statistics and Expected Timetable........................................................2
Item 3. Key Information................................................................................2
Item 4. Information on the Company....................................................................11
Item 5. Operating and Financial Review and Prospects..................................................25
Item 6. Directors, Senior Management and Employees....................................................34
Item 7. Major Shareholders and Related Party Transactions.............................................44
Item 8. Financial Information.........................................................................47
Item 9. The Offer and Listing.........................................................................48
Item 10. Additional Information.......................................................................50
Item 11. Quantitative and Qualitative Disclosures About Market Risk...................................63
Item 12. Description of Securities Other than Equity Securities.......................................63
PART II.........................................................................................................64
Item 13. Defaults, Dividend Arrearages and Delinquencies..............................................64
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.................64
Item 15. Controls and Procedures......................................................................64
Item 16A. Audit Committee Financial Expert............................................................64
Item 16B. Code of Ethics..............................................................................64
Item 16C. Principal Accountant Fees and Services......................................................65
Item 16D. Exemptions from the Listing Standards for Audit Committees..................................65
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers......................66
PART III........................................................................................................66
Item 17. Financial Statements.........................................................................66
Item 18. Financial Statements.........................................................................66
Item 19. Exhibits.....................................................................................67
INTRODUCTION
Grupo Radio Centro is a corporation organized under the laws of the
United Mexican States. As used in this Annual Report and except as the context
otherwise requires, the terms "Grupo Radio Centro" and "the Company" refer to
Grupo Radio Centro, S.A. de C.V. and its consolidated subsidiaries.
PRESENTATION OF FINANCIAL INFORMATION
In this Annual Report references to "pesos" or "Ps." are to the lawful
currency of the United Mexican States ("Mexico"). References herein to "U.S.
dollars" or "$" are to United States dollars.
The Company publishes its financial statements in pesos. Pursuant to
generally accepted accounting principles in Mexico ("Mexican GAAP"), financial
data for all periods in the financial statements included in Item 18 (the
"Consolidated Financial Statements") and, unless otherwise indicated, throughout
this Annual Report, have been restated in constant pesos (having the same
purchasing power for each period indicated taking into account inflation) as of
December 31, 2004.
This Annual Report contains translations of certain peso amounts into
U.S. dollars at specified rates solely for the convenience of the reader. These
translations should not be construed as representations that the peso amounts
actually represent such U.S. dollar amounts or could be converted into U.S.
dollars at the rate indicated. Unless otherwise indicated, such U.S. dollar
amounts have been translated from pesos at an exchange rate of Ps. 11.15 to
$1.00, the noon buying rate for pesos at December 31, 2004 as published by the
Federal Reserve Bank of New York. The peso/U.S. dollar exchange rate has
experienced periods of volatility and, accordingly, the translation to U.S.
dollars at the December 31, 2004 exchange rate may not accurately represent the
financial condition of the Company in U.S. dollar terms as of a subsequent date.
On June 23, 2005, the noon buying rate for pesos was Ps. 10.79 to $1.00. See
Item 3, "Key Information--Exchange Rate Information," for information regarding
exchange rates since January 1, 2000.
The term "billion" as used in this Annual Report means one thousand
million.
FORWARD-LOOKING STATEMENTS
This Annual Report contains words, such as "believe," "expect" and
"anticipate" and similar expressions that identify forward-looking statements
that reflect the Company's views about future events and financial performance.
Actual results could differ materially from those projected in such
forward-looking statements as a result of various factors that may be beyond the
Company's control, including, but not limited to, effects on the Company from
competition with its broadcasting and other operations, material changes in the
performance or popularity of key radio stations or broadcast programs,
significant developments in the Mexican economic or political situation or
changes in the Company's regulatory environment. Accordingly, readers are
cautioned not to place undue reliance on these forward-looking statements. In
any event, these statements speak only as of their dates, and the Company
undertakes no obligation to update or revise any of them, whether as a result of
new information, future events or otherwise.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
SELECTED FINANCIAL DATA
The following table presents selected consolidated financial information
of the Company and its subsidiaries for each of the periods indicated. This
information, to the extent applicable, should be read in conjunction with, and
is qualified in its entirety by reference to, the Consolidated Financial
Statements, including the notes thereto, included elsewhere in this Annual
Report. Grupo Radio Centro's financial statements are prepared in accordance
with Mexican GAAP, which differ in certain respects from generally accepted
accounting principles in the United States ("U.S. GAAP"). Note 26 to the
Consolidated Financial Statements provides a description of the principal
differences between Mexican GAAP and U.S. GAAP as they relate to Grupo Radio
Centro and a reconciliation to U.S. GAAP of operating income, net income and
shareholders' equity.
Grupo Radio Centro's financial statements were prepared giving effect to
Bulletin B-10 and Bulletin B-12 issued by the Mexican Institute of Public
Accountants. Generally, Bulletin B-10 is designed to provide for the recognition
of certain effects of inflation by requiring Grupo Radio Centro to restate
non-monetary assets and liabilities using the Mexican Consumer Price Index (the
"INPC"), to restate the components of shareholders' equity using the INPC, to
restate its fixed assets using the INPC and to record gains or losses in
purchasing power from holding monetary assets or liabilities. Bulletin B-12
requires that the statement of changes in financial position reconcile changes
from the restated historical balance sheet for the prior year to the current
balance sheet. Pursuant to Mexican GAAP, the selected consolidated financial
information set forth below, and all data in the related Consolidated Financial
Statements, have been restated in constant pesos at December 31, 2004. The
effect of the inflation accounting principles described above has not been
reversed in the reconciliation to U.S. GAAP. See Note 26 to the Consolidated
Financial Statements.
2
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------
2004(1) 2004 2003 2002
-------------- -------------- -------------- --------------
(in thousands, except per-ADS data)
OPERATING DATA:
Mexican GAAP:
Broadcasting Revenue ................. $ 49,454 Ps. 551,608 Ps. 867,913 Ps. 776,704
Broadcasting Expenses, Excluding
Depreciation and Amortization ..... 34,654 386,528 519,216 504,520
-------------- -------------- -------------- --------------
Broadcasting Income .................. 14,800 165,080 348,697 272,184
Depreciation and Amortization ........ 8,775 97,873 119,291 118,158
Corporate, General and
Administrative Expenses ........... 1,871 20,872 63,307 49,346
-------------- -------------- -------------- --------------
Operating Income(3) .................. 4,154 46,335 166,099 104,680
Comprehensive Financing Expense ...... 1,628 18,177 34,606 55,972
Other (Expense), Net ................. (4,188) (46,715) (69,407) (55,212)
Extraordinary Item(3) ................ 0 0 358,390 0
Net Income (Loss)(4) ................. (3,431) (38,284) (258,554) 2,389
Minority Interest .................... 0 (5) 5 15
Net Income (Loss) per ADS(4)(5) ...... (0.19) (2.12) (14.30) 0.13
Common Shares Outstanding(5) ......... 162,560 162,560 162,722 163,235
U.S. GAAP:
Broadcasting Revenue ................. $ 49,454 Ps. 551,608 Ps. 867,913 Ps. 776,704
Operating Income (Loss)(2)(3) ........ 4,963 55,357 (338,026) 127,169
Net Income (Loss)(2)(4) .............. 1,808 20,164 (335,322) 80,170
Net Income (Loss) per ADS(2)(4)(5) ... 0.10 1.12 (18.55) 4.42
Dividends per ADS(6) ................. 0 0 3.31 0
Common Shares Outstanding(5) ......... 162,560 162,560 162,722 163,235
BALANCE SHEET DATA:
Mexican GAAP:
Working Capital ...................... $ (16,036) Ps. (178,870) Ps. (133,277) Ps. (331)
Property and Equipment, Net .......... 43,836 488,950 494,283 521,683
Excess Cost over Fair Value of
Assets of Subsidiaries ............ 65,926 735,341 801,646 885,289
Total Assets ......................... 133,125 1,484,866 1,633,966 1,881,603
Long Term Debt Excluding Current
Portion ........................... 10,152 113,237 178,672 173,343
Total Debt ........................... 15,228 169,855 238,229 373,366
Shareholders' Equity(7) .............. 81,164 905,295 944,318 1,262,801
U.S. GAAP:
Total Assets(2) ...................... $ 136,465 Ps. 1,522,120 Ps. 1,631,665 Ps. 1,937,153
Shareholders' Equity(2) .............. 84,456 942,021 922,586 1,317,837
YEAR ENDED DECEMBER 31,
-------------------------------
2001 2000
-------------- --------------
(in thousands, except
per-ADS data)
OPERATING DATA:
Mexican GAAP:
Broadcasting Revenue ................. Ps. 820,443 Ps. 1,094,647
Broadcasting Expenses, Excluding
Depreciation and Amortization ..... 530,481 488,336
-------------- --------------
Broadcasting Income .................. 289,962 606,311
Depreciation and Amortization ........ 128,539 123,189
Corporate, General and
Administrative Expenses ........... 55,119 79,632
-------------- --------------
Operating Income(3) .................. 106,304 403,490
Comprehensive Financing Expense ...... 13,251 34,908
Other (Expense), Net ................. (79,938) (67,032)
Extraordinary Item(3) ................ 0 0
Net Income (Loss)(4) ................. 19,429 269,150
Minority Interest .................... 18 236
Net Income (Loss) per ADS(4)(5) ...... 1.06 14.20
Common Shares Outstanding(5) ......... 163,918 170,512
U.S. GAAP:
Broadcasting Revenue ................. Ps. 820,443 Ps. 1,094,647
Operating Income (Loss)(2)(3) ........ 188,609 484,211
Net Income (Loss)(2) (4) ............. 101,937 349,885
Net Income (Loss) per ADS(2)(4)(5) ... 5.59 18.46
Dividends per ADS(6) ................. 7.28 2.63
Common Shares Outstanding(5) ......... 163,918 170,512
BALANCE SHEET DATA:
Mexican GAAP:
Working Capital ...................... Ps. (52,487) Ps. 169,960
Property and Equipment, Net .......... 554,532 567,125
Excess Cost over Fair Value of
Assets of Subsidiaries ............ 965,128 931,019
Total Assets ......................... 2,030,554 2,076,692
Long Term Debt Excluding Current
Portion ........................... 246,634 323,500
Total Debt ........................... 435,793 404,376
Shareholders' Equity(7) .............. 1,266,508 1,384,537
U.S. GAAP:
Total Assets(2) ...................... Ps. 2,089,181 Ps. 2,132,095
Shareholders' Equity(2) .............. 1,324,623 1,439,437
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(1) Peso amounts have been translated into U.S. dollars solely for the
convenience of the reader at the rate of Ps. 11.15 per U.S. dollar, the
noon buying rate for pesos on December 31, 2004, as published by the
Federal Reserve Bank of New York. See "--Exchange Rate Information."
(2) Pursuant to Statement of Financial Accounting Standard No. 142 (SFAS 142)
under U.S. GAAP, amortization of goodwill ceased as of January 1, 2002. For
purposes of presentation and comparison, SFAS 142 was applied to the
financial data for the years ended 2001 and 2000. The operating loss under
U.S. GAAP for the year ended December 31, 2003 includes a goodwill
impairment charge of Ps. 160.4 million determined under SFAS 142. There was
no impairment charge required under SFAS 142 for the year ended December
31, 2004. See Note 26 to the Consolidated Financial Statements.
(3) Extraordinary item reflects a provision of Ps. 358.4 million for the
contingent liability related to the Infored arbitration proceeding. Unlike
treatment under Mexican GAAP, for purposes of U.S. GAAP, such provision is
charged against operating income. See Notes 10 and 26 to the Consolidated
Financial Statements.
(4) In accordance with Mexican GAAP, net income does not give effect to
minority interest. In contrast, net income under U.S. GAAP does give effect
to minority interest. See Note 26 to the Consolidated Financial Statements.
(5) Amounts shown are the weighted average number of Series A Shares
outstanding, which was used for purposes of computing net income per ADS
under both Mexican and U.S. GAAP.
(6) The Company's dividend payment in any particular year relates to the
immediately preceding fiscal year. The Company did not pay any dividends in
2002 with respect to 2001 or in 2004 with respect to 2003.
(7) In December 2000, the Company reduced its capital by Ps. 343.0 million
(nominal amount) through a payment to its shareholders of that amount.
3
EXCHANGE RATE INFORMATION
Mexico has a free market for foreign exchange, and the Mexican
government allows the peso to float freely against the U.S. dollar. The peso was
relatively stable in 2000 and 2001, but declined significantly in 2002 and
continued to decline through 2003. In 2004 and in 2005 to date, the peso has
appreciated slightly. There can be no assurance that the government will
maintain its current policies with regard to the peso or that the peso will
continue to appreciate or not depreciate significantly again in the future.
The following table sets forth, for the periods indicated, the high,
low, average and period-end exchange rate for the purchase of U.S. dollars,
expressed in pesos per U.S. dollar.
EXCHANGE RATE(1)
-------------------------------------------------
PERIOD HIGH LOW AVERAGE(2) PERIOD END
---------------------------------- ---------- ---------- ---------- ----------
YEAR ENDED DECEMBER 31,
2000 ............................. 10.09 9.18 9.47 9.62
2001 ............................. 9.97 8.95 9.33 9.16
2002 ............................. 10.43 9.00 9.75 10.43
2003 ............................. 11.41 10.11 10.85 11.24
2004 ............................. 11.64 10.81 11.31 11.15
MONTH ENDED 2004:
November ......................... 11.53 11.24
December ......................... 11.33 11.11
MONTH ENDED 2005:
January .......................... 11.41 11.17
February ......................... 11.21 11.04
March ............................ 11.33 10.98
April ............................ 11.23 11.04
May .............................. 11.03 10.88
June (through June 23, 2005) ..... 10.88 10.76
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(1) Source: Noon buying rate for pesos reported by the Federal Reserve Bank of
New York.
(2) Average of month-end rates.
On June 23, 2005, the noon buying rate was Ps. 10.79 to $1.00.
Fluctuations in the exchange rate between the peso and the U.S. dollar
will affect the U.S. dollar equivalent of the peso price of Series A Shares on
the Bolsa Mexicana de Valores, S.A. de C.V. (the "Mexican Stock Exchange") and
the price of ADSs on the New York Stock Exchange ("NYSE"). The Company pays cash
dividends in pesos, and exchange rate fluctuations will affect the U.S. dollar
amounts received by holders of ADSs upon conversion by Citibank N.A., as
depositary for the ADSs (the "Depositary"), of cash dividends on the Series A
Shares underlying the CPOs represented by the ADSs.
4
RISK FACTORS
RISKS RELATING TO OUR OPERATIONS
If we fail to prevail in our challenge in the Mexican courts to the damage
award granted in the arbitration proceedings with Infored and Mr. Gutierrez
Vivo, our financial condition would be materially and adversely affected
In 2002, Infored, S.A. de C.V. ("Infored"), the producer of the news
program Monitor, and Jose Gutierrez Vivo, the principal anchor of Monitor,
initiated an arbitration proceeding against us, seeking rescission of contract
and damages. On March 1, 2004, an arbitration panel of the International Chamber
of Commerce (the "ICC") notified us of the ICC panel's decision to rescind the
contract and to award Infored and Mr. Gutierrez Vivo together a total of $21.1
million, which represents the amount we would be required to pay after taking
into account the amounts prepaid by us under the contract. We challenged the
validity of this decision in the Mexican courts, and Civil Judge 63 of the
Federal District Superior Court of Justice set aside the arbitration award in
November of 2004. Infored and Mr. Guitierrez have initiated an amparo proceeding
to contest Civil Judge 63's ruling. An amparo is a type of proceeding used to
challenge the legality of a decision under Mexican law. We commenced a separate
amparo proceeding to contest the order that we pay the costs and expenses of the
proceedings. The amparo proceedings have been consolidated before District Judge
6 of Civil Matters, and briefs and evidence were accepted from the parties until
May 12, 2005. We do not currently know when District Judge 6 will issue a
decision on the case. See Item 8, "Financial Information--Other Financial
Information--Legal and Arbitration Proceedings."
If District Judge 6 overturns the ruling of Civil Judge 63, Infored and
Mr. Gutierrez would likely prevail in the proceeding they commenced in front of
Civil Judge 31 of the Federal District Superior Court of Justice to execute and
enforce the arbitration award, which is currently suspended in accordance with
Mexican law pending the resolution of the arbitration award's validity by
District Judge 6. If this occurs, it is likely that we will not have sufficient
financial resources to pay the award unless we are able to obtain additional
financing, in which case we expect to pursue various potential sources of funds
to cover our obligations with respect to such award, including medium-term or
long-term financing up to $21.1 million. No assurance can be given that such
funds will be obtained. Failure by us to prevail in our challenge to the damage
award would materially and adversely affect our financial condition.
If we do not comply with the financial covenants in our loan agreement, the
lender under that agreement could accelerate the maturity of the loan
We have indebtedness with an outstanding principal amount of Ps. 141.5
million at June 16, 2005 under a loan agreement with Scotiabank Inverlat, S.A.
This loan agreement contains covenants requiring us to maintain certain
quarterly and year-end financial ratios. If we breach any of these covenants,
the amount then outstanding under the loan agreement could be accelerated by the
lender. In the past, including for the first quarter of 2005, we have obtained
from the lender waivers of our failure to comply with these covenants. We have
also amended the loan agreements in the past to modify the financial ratios for
certain periods, including for the third and fourth quarters of 2004 and for the
year ending December 31, 2005, to avoid possible breaches for these periods.
There can be no assurance that we will be able to comply with these covenants in
the future or that, if we fail to comply, we will be able to obtain waivers of
such noncompliance or additional amendments. See Item 5, "Operating and
Financial Review and Prospects--Liquidity and Capital
Resources--Indebtedness--Scotiabank Inverlat Loan Agreement."
5
Increased competition or a decline in popularity of any of our radio
formats could reduce our audience share and result in a loss of revenue
Radio broadcasting in Mexico is highly competitive, and programming
popularity, an important factor in advertising sales, is readily susceptible to
change. Our average Mexico City audience share has decreased during recent
years, including a decline from 33.6% in 2000 to 32.0% in 2003, but increased in
2004 to 34.7%. See Item 4, "Information on the Company--Business
Overview--Competition." There can be no assurance that increased competition
within, or a decline in the popularity of, a given format segment will not
decrease our aggregate audience share in the future. In addition, we face strong
competition from both television and various print media for advertising
revenues. If we are unable to respond to an increase in competition or a decline
in the popularity of any of our radio formats, our revenue and profitability
could suffer material adverse consequences.
If we lose one or more of our key customers, we could lose a significant
amount of our revenue
Our two largest individual customers in 2004, 2003 and 2002 were
Gigante, S.A. de C.V. ("Gigante") and Comercial Mexicana, S.A. de C.V.
("Comercial Mexicana"). In 2004, 2003 and 2002, Gigante accounted for 5.6%, 3.5%
and 5.3%, respectively, of our total broadcasting revenue, while Comercial
Mexicana accounted for 4.9%, 3.6% and 5.5%, respectively, of our total
broadcasting revenue. The companies comprising Grupo Carso, collectively, and
Grupo Gigante, S.A. de C.V. ("Grupo Gigante"), collectively, are key customers.
In 2004 and 2002, the companies comprising Grupo Gigante collectively accounted
for 7.0% and 7.3%, respectively, of our total broadcasting revenue, while in
2003, the companies comprising Grupo Carso collectively accounted for 5.2% of
our total broadcasting revenue. We cannot assure you that Gigante and Comercial
Mexicana or the companies comprising Grupo Carso or Grupo Gigante will continue
to purchase advertising from us at current levels. The loss of our relationship
with any one of our principal customers could have a material adverse effect on
our results of operations. See Item 4, "Information on the Company--Business
Overview--Broadcasting Operations--Sale of Air Time and Marketing."
A decrease in advertising expenditures by political campaigns could
substantially reduce our revenue
Our business is significantly affected by the advertising expenditures
of political parties during election campaigns in Mexico. While our revenue has
increased significantly during the congressional elections that occur every
three years (including in 2003), our revenue has increased even more
significantly during presidential elections, which occur every six years
(coinciding with congressional elections), including in 2000. In 2002, 2003 and
2004, advertising by political parties accounted for 6.1%, 21.1% and 0.06% of
total broadcasting revenue, respectively. A decrease in advertising expenditures
by political campaigns during an election year could have a material adverse
impact on our results of operations. See Item 4, "Information on the
Company--Business Overview--Broadcasting Operations--Sale of Air Time and
Marketing," and Item 5, "Operating and Financial Review and
Prospects--Seasonality of Sales."
The seasonal nature of our business affects our revenue
Our business is seasonal. Our revenue from advertising sales, which we
recognize when the advertising is aired, is generally highest in the fourth
quarter because of the high level of advertising during the holiday season.
Accordingly, our results of operations depend disproportionately on revenue
recognized in the fourth quarter, and a low level of fourth quarter advertising
revenue could have a material adverse effect on our results of operations for
the year. See Item 4, "Information on the Company--Business
Overview--Broadcasting Operations--Sale of Air Time and Marketing" and Item 5,
"Operating and Financial Review and Prospects--Seasonality of Sales."
6
The Mexican Federal Competition Commission may prohibit us from making any
further investments in radio operations in Mexico
We, like all Mexican radio licensees, are subject to regulation by
several Mexican governmental agencies. As a result of such regulation, radio
licenses are subject to review and possible revocation, and licensees are
prohibited from transferring or assigning their radio broadcasting licenses
without prior governmental approval of both the transfer and its terms. As a
result of the increase in our share of the Mexico City radio market following
completion of the acquisition of Radiodifusion RED in 1996, we are required by
the Mexican Comision Federal de Competencia (the "Federal Competition
Commission") to seek its prior approval in connection with any future
investments in radio operations in Mexico, including, without limitation,
purchases and leases of radio stations, interests in other radio concerns or
transmission sites, irrespective of the size of such investments or their
related audience share. To the best of our knowledge, other Mexican radio
broadcasting companies are not generally subject to this requirement. No
assurance can be given that we will be permitted by the Federal Competition
Commission to make any particular investment should we desire to do so. See Item
4, "Information on the Company--Regulatory Framework--Regulation of Radio
Broadcasting by Mexico--Other."
If the Mexican government does not renew our broadcasting licenses, our
business could be harmed
To broadcast commercial radio in Mexico, a broadcaster must have a
license from the Secretaria de Comunicaciones y Transportes (the Secretary of
Communication and Transportation or "SCT"). Because the SCT generally grants
renewals to licensees that have substantially complied with applicable law, we
expect that our future renewal applications will be granted. However, if we
would be unable to renew these licenses in the future, our business could be
significantly harmed.
Our investments in non-radio businesses may not be successful due to our
limited experience outside the radio broadcasting industry
In addition to our ownership and operation of radio stations and the
radio network, Organizacion Impulsora de Radio, we may invest from time to time
in other media or communications businesses. Our experience in these businesses
may be limited, and there can be no assurance that any such business venture
would succeed.
RISKS RELATING TO OUR PRINCIPAL SHAREHOLDERS AND CAPITAL STRUCTURE
Holders of ADSs are not entitled to attend shareholders meetings and have no
voting rights
Holders of the CPOs, and therefore holders of the ADSs, have no voting
rights with respect to the underlying Series A Shares. Pursuant to the trust
agreement under which the CPOs are issued, the trustee for the CPOs will vote
the Series A Shares held in the trust in the same manner as the majority of the
Series A Shares that are not held in the trust and that are voted at the
relevant shareholders meeting. Holders of the CPOs are not entitled to attend or
to address our shareholders meetings. See Item 10, "Additional
Information--Bylaws--Voting Rights" and "Additional
Information--Bylaws--Limitations Affecting Non-Mexican Holders--Voting Rights."
Certain members of the Aguirre family effectively control our management and
the decisions of the shareholders, and their interests may differ from those
of other shareholders
Certain members of the Aguirre family have the power to elect a majority
of our directors and control our management because they own a substantial
majority of the outstanding Series A Shares not held in the form of CPOs.
7
These Aguirre family members have established two Mexican trusts, which they
control, that together hold 84,020,646 Series A Shares, or 51.6% of all
outstanding Series A Shares as of June 23, 2005. Some of these Aguirre family
members own Series A Shares and/or ADSs in addition to the Series A Shares held
by the Mexican trusts. See Item 7, "Major Shareholders and Related Party
Transactions--Major Shareholders" and Item 10, "Additional
Information--Bylaws--Voting Rights" and "Additional
Information--Bylaws--Limitations Affecting Non-Mexican Holders--Voting Rights."
Our bylaws include provisions that could delay or prevent a takeover and
thus deprive you of a premium over the market price of the ADSs or otherwise
adversely affect the market price of the ADSs
The bylaws include certain provisions that could delay, defer or prevent
a third party from acquiring us, despite the possible benefit to our
shareholders. These provisions include restrictions on the acquisition, without
the approval of the Board of Directors, of shares or other securities of the
Company representing 30% or more of our capital stock and restrictions on
agreements and other arrangements, without the approval of the Board of
Directors, for the exercise of voting rights in respect of shares representing
30% or more of the Company's capital stock. These provisions may deprive you of
a premium over the market price of the ADSs or otherwise adversely affect the
market price of the ADSs. See Item 10, "Additional Information--Bylaws--Other
Provisions--Anti-Takeover Provisions."
Future sales of Series A Shares by the controlling shareholders may affect
future market prices of the Series A Shares, CPOs and ADSs
Actions by members of the Aguirre family, directly or through the two
Mexican trusts through which they hold their Series A Shares, with respect to
the disposition of their Series A Shares, may adversely affect the trading price
of the Series A Shares or the CPOs on the Mexican Stock Exchange and the price
of the ADSs on the NYSE. There are no contractual restrictions on the rights of
members of the Aguirre family to sell ADSs, CPOs or Series A Shares.
You may not be able to participate in any future preemptive rights offering
and, as a result, your equity interest in us may be diluted
Under Mexican law, if we issue new shares for cash as a part of a
capital increase, we must generally grant our shareholders the right to purchase
a sufficient number of shares to maintain their existing ownership percentage.
Rights to purchase shares in these circumstances are known as preemptive rights.
We may not legally be permitted to allow holders of ADSs in the United States to
exercise any preemptive rights in any future capital increases unless (i) we
file a registration statement with the U.S. Securities and Exchange Commission
(the "SEC") with respect to that future issuance of shares or (ii) the offering
qualifies for an exemption from the registration requirements of the U.S.
Securities Act of 1933 (the "Securities Act"). At the time of any future capital
increase, we will evaluate the costs and potential liabilities associated with
filing a registration statement with the SEC, the benefits of preemptive rights
to holders of ADSs in the United States and any other factors that we consider
important in determining whether to file a registration statement.
There can be no assurance that we will file a registration statement
with the SEC to allow holders of ADSs in the United States to participate in a
preemptive rights offering. In addition, under current Mexican law, sales by the
Depositary of preemptive rights and distribution of the proceeds from such sales
to the ADS holders are not possible. As a result, the equity interest of ADS
holders in us would be diluted proportionately. See Item 10, "Additional
Information--Bylaws--Preemptive Rights."
8
RISKS RELATING TO MEXICO
Economic developments in Mexico may adversely affect our business
Our financial condition and results of operations are generally affected
by the strength of the Mexican economy, as the demand for advertising, revenue
from which is the principal source of our earnings, generally declines during
periods of economic difficulty.
In 2003 and 2004, Mexico's gross domestic product, or GDP, grew by 1.3%
and 4.4%, respectively, and inflation was 3.98% and 5.19%, respectively. In
2005, according to preliminary estimates of the Mexican government, GDP is
expected to grow by 3.7% and inflation is expected to be 4.0%. If the Mexican
economy contracts or if inflation and interest rates increase significantly, our
business, financial condition and results of operations could suffer material
adverse consequences.
Economic conditions in Mexico are heavily influenced by the condition of
the U.S. economy due to various factors, including commercial trade pursuant to
the North American Free Trade Agreement (NAFTA), U.S. investment in Mexico and
emigration from Mexico to the United States. Events and conditions affecting the
U.S. economy may adversely affect our business, results of operations, prospects
and financial condition.
In addition, in the past, economic crises in Asia, Russia, Brazil and
other emerging markets have adversely affected the Mexican economy and could do
so again.
High levels of inflation and high interest rates in Mexico could adversely
affect our financial condition and results of operations
Mexico has experienced high levels of inflation and high domestic
interest rates. The annual rate of inflation, as measured by changes in the
National Consumer Price Index, was 5.19% for 2004. Inflation for the first
quarter of 2005 was 0.79%. If inflation in Mexico does not remain within the
government's projections, we might not be able to raise our broadcast
advertising rates to keep pace with inflation. More generally, the adverse
effects of high inflation on the Mexican economy might result in lower demand
for broadcast advertising.
Interest rates on 28-day Mexican treasury bills, or Cetes, averaged
6.82% during 2004. On June 21, 2005, the 28-day Cetes rate was 9.62%. High
interest rates in Mexico could adversely affect our financing costs.
Political events in Mexico could affect Mexican economic policy and our
operations
Mexican political events may significantly affect our operations and the
performance of Mexican securities, including our securities. In the Mexican
national elections held in July 2000, Vicente Fox of the opposition Partido
Accion Nacional (National Action Party or PAN) won the presidency. His victory
ended more than 70 years of presidential rule by the Partido Revolucionario
Institucional (the Institutional Revolutionary Party or PRI). Neither the PRI
nor the PAN currently has a majority in the Congress or Senate. The lack of a
majority party in the legislature and the lack of alignment between the
legislature and the President has resulted in deadlock and prevented the timely
implementation of economic reforms. Continued delays could have a material
adverse effect on the Mexican economy and on our business.
9
Depreciation of the peso relative to the U.S. dollar could adversely affect
our financial condition and results of operations
The value of the peso has been subject to significant fluctuations with
respect to the U.S. dollar in the past and may be subject to significant
fluctuations in the future. In 2004, the peso appreciated against the U.S.
dollar by year-end by 0.8%, but the average value of the peso against the U.S.
dollar during 2004 was 4.24% lower than in 2003. In 2003, the peso depreciated
against the U.S. dollar at year-end by 7.77%, and the average value of the peso
against the U.S. dollar during 2003 was 11.28% lower than in 2002. In 2002, the
peso depreciated against the U.S. dollar at year-end by approximately 13.9%, and
the average value of the peso against the U.S. dollar during 2002 was 4.5% lower
than in 2001. No assurance can be given that the peso will not depreciate in
value relative to the U.S. dollar in the future.
Fluctuations in the exchange rate between the peso and the U.S. dollar
will affect the U.S. dollar value of an investment in our equity securities and
of dividend and other distribution payments on those securities. See "--Exchange
Rate Information."
On March 1, 2004, as a result of the Infored Arbitration Proceeding, the
Company was ordered to pay $21.1 million in damages. The Company challenged the
validity of this decision in the Mexican courts. In November of 2004, Civil
Judge 63 of the Federal District Superior Court of Justice set aside the
arbitration award, but the parties have contested this decision in an amparo
proceeding. There can be no assurance that Civil Judge 63's ruling will be
upheld in this amparo proceeding. Any award that we are ultimately obligated to
pay as a result of the Infored Arbitration Proceeding would be payable in U.S.
dollars.
A small portion of our operating costs is also payable in U.S. dollars.
Although at December 31, 2004, we had no U.S. dollar-denominated indebtedness,
we may in the future incur non-peso-denominated indebtedness. Declines in the
value of the peso relative to other currencies increase our obligations payable
in U.S. dollars, increase our operating costs, increase our interest costs in
pesos relative to any U.S. dollar-denominated indebtedness, result in foreign
exchange losses and could adversely affect our ability to meet our U.S.
dollar-denominated obligations. Additionally, since substantially all our
revenue is denominated in pesos, increased costs resulting from a decline in the
value of the peso relative to the U.S. dollar will not be offset by any
exchange-related increase in revenue. See Item 11, "Quantitative and Qualitative
Disclosures About Market Risk."
Severe devaluation or depreciation of the peso may also result in
disruption of the international foreign exchange markets and may limit our
ability to transfer or to convert pesos into U.S. dollars and other currencies
for the purpose of making timely payments of our obligations or our operating
costs payable in U.S. dollars.
Developments in other emerging market countries may affect prices of the
ADSs
The market value of securities of Mexican companies is, to varying
degrees, affected by economic and market conditions in other emerging market
countries. Although economic conditions in such countries may differ
significantly from economic conditions in Mexico, investors' reactions to
developments in any of these other countries may have an adverse effect on the
market value of securities of Mexican issuers. In late October 1997, prices of
both Mexican debt securities and Mexican equity securities dropped
substantially, precipitated by a sharp drop in value of Asian markets.
Similarly, in the second half of 1998, prices of Mexican securities were
adversely affected by the economic crises in Russia and Brazil. There can be no
assurance that the market value of our securities would not be adversely
affected by events elsewhere, especially in emerging market countries.
10
ITEM 4. INFORMATION ON THE COMPANY
THE COMPANY
ORGANIZATION
Grupo Radio Centro is a corporation (sociedad anonima de capital
variable) organized under the laws of Mexico. Grupo Radio Centro is a holding
company that operates through its subsidiaries.
Grupo Radio Centro's principal executive offices are located at
Constituyentes 1154 (7(degree) Piso), Col. Lomas Altas, C.P. 11950, Mexico,
D.F., Mexico. The telephone number of Grupo Radio Centro at this location is
(525) 55-728-4800.
HISTORY
Grupo Radio Centro is a family-controlled radio broadcasting company
with roots in Mexican radio broadcasting dating back over 50 years. Francisco
Aguirre J., the founder of Grupo Radio Centro, initiated his radio broadcasting
activities in 1946. In 1952, he founded Organizacion Radio Centro ("ORC"), the
sole owner and operator of two radio stations, Radio Centro and Radio Exitos. In
1965, the Company formed Organizacion Impulsora de Radio ("OIR"), to provide
national sales representation to affiliated radio stations outside Mexico City.
It was incorporated as Tecnica de Desarrollo Publicitario, S.A. de C.V. on June
8, 1971, and renamed Grupo Radio Centro, S.A. de C.V. on July 14, 1992. The
bylaws of the Company provide for its existence until 2070. In 1973, Grupo Radio
Centro expanded its broadcasting activities by establishing three new FM radio
stations, thus consolidating its position as the market leader in Mexico City
radio broadcasting. In 1983, Grupo Radio Centro began broadcasting outside
Mexico and in 1986 created Cadena Radio Centro ("CRC") to provide programming
and network sales representation to affiliated radio stations serving primarily
the rapidly growing Spanish-speaking population of the United States. The
Company sold CRC in August 1994.
In 1989, the Aguirre family began a comprehensive process of corporate
reorganization designed to consolidate Grupo Radio Centro's radio operations
under the common ownership of the Company and the family's non-radio-related
operations under the common ownership of another company controlled by the
Aguirre family outside Grupo Radio Centro. The purpose of the reorganization was
to permit Grupo Radio Centro to focus on radio-related operations and to acquire
the balance of shares of its radio broadcasting subsidiaries that were owned
directly or indirectly by members of the Aguirre family outside Grupo Radio
Centro. As a result of the reorganization, the Company acquired substantially
all of the shares of its radio broadcasting subsidiaries with the last transfer
of shares occurring in March 1993. In the third quarter of 1993, the Company
completed an initial public offering of its ADSs and CPOs, listing such
securities on the NYSE and the Mexican Stock Exchange, respectively. The Company
completed a subsequent public offering of ADSs and CPOs during the third quarter
of 1996. On June 30, 2003, all CPOs held by holders that qualified as Mexican
investors, as defined in the Company's bylaws (see Item 10, "Additional
Information--Bylaws--Limitations Affecting Non-Mexican Holders--Share
Ownership"), were exchanged for Series A Shares held in the CPO Trust (see Item
9, "The Offer and Listing"). In connection with the Amended CPO Trust, the
Series A Shares commenced trading on the Mexican Stock Exchange under the symbol
"RCENTRO.A" on June 30, 2003. The Series A Share listing is deemed to include
the CPOs, such that the Series A Share trading line will reflect trading of both
Series A Shares and CPOs.
11
CAPITAL EXPENDITURES AND DIVESTITURES
Capital Expenditures
Capital expenditures in 2004, 2003 and 2002 were Ps. 20.7 million, Ps.
19.7 million and Ps. 35.1 million, respectively. In 2004, 2003 and 2002 capital
expenditures were financed from working capital.
In 2004, the Company spent approximately $1 million to update its main
computer and digital storage system. The Company also purchased company
automobiles and motorcycles for the news program La Red.
The balance of the Company's capital expenditures in the 2002-2004
period were primarily for broadcasting equipment.
Capital Divestitures
The Company's capital divestitures from 2002 to 2004 amounted to Ps. 7.9
million in 2004, reflecting the sale of used Company automobiles and used
computer equipment, Ps. 20.5 million in 2003, reflecting primarily the sale of
used company automobiles, and Ps. 26.3 million in 2002, reflecting primarily the
sale of real estate (see Notes 1 and 11 to the Consolidated Financial
Statements).
BUSINESS OVERVIEW
Grupo Radio Centro is a leading radio-broadcasting company in Mexico and
for over 30 years has been the leading radio broadcaster, in terms of audience
share, in Mexico City, the most populous city in North America. Grupo Radio
Centro's principal activities are the production and broadcasting of musical and
entertainment programs, news and special event programs. The Company's revenue
is derived primarily from the sale of commercial air time to advertising
agencies and businesses. The Company's Mexico City average audience share for
the year ended December 31, 2004 was 34.7%, more than twice that of the next
most popular radio-broadcasting company in Mexico City for the same period. See
"--Broadcasting Operations" and "--Competition."
Grupo Radio Centro currently owns eight AM and five FM radio stations,
and manages and operates an additional FM station. Of the 14 radio stations it
owns or operates, Grupo Radio Centro operates five AM and six FM stations in
Mexico City. The remaining three AM radio stations, including one in Mexico
City, are currently managed and operated by third parties pursuant to operating
agreements.
The Company manages the 11 radio stations it operates in Mexico City as
a portfolio, combining in-depth market research and programming innovation with
continuous investment in state-of-the-art technology and human resources to
produce high-quality, popular programs that target substantially all of the
demographic segments of the Mexico City radio audience sought by advertisers.
For the year ended December 31, 2004, Grupo Radio Centro's radio stations ranked
as five of the top ten FM radio stations out of a total of 29 FM stations and
three of the top ten AM stations out of a total of 34 AM stations. The Company's
station portfolio includes one or more of the leading stations, in terms of
audience share, in most of the major station format categories (such as
Juvenil--Youth Oriented and News/Talk Show) in Mexico City. See "--Business
Strategy."
In addition to its radio-broadcasting activities, the Company, under the
trade name Organizacion Impulsora de Radio, acts as the national sales
representative for, and provides programming to, a network of affiliates in
Mexico. At December 31, 2004, the Company had 106 affiliates in 74 cities
throughout Mexico.
12
BUSINESS STRATEGY
The Company's strategy is to optimize cash flow from operations through
maintaining its leading market position, offering advertisers top-ranked
stations in almost every major station format, and continuing its focus on
operating efficiency and cost control.
Maintenance of Leading Market Position
The Company is focused on maintaining its current position as the
leading radio broadcaster in Mexico City, offering advertisers top-ranked
stations in almost all of the major station formats, including Spanish
Language--Contemporary Music, Spanish Language--Classics, English
Language--Music, English Language--Contemporary Music, English Language--Classic
Rock, Juvenil--Youth Oriented, Grupera--Diverse Musical Genres and News/Talk
Show. By maintaining a strong presence in the major station formats, management
believes that the Company will maximize its share of total radio advertising
expenditures. Management bases such belief on the following rationale: (i) a
broadcaster's revenue is correlated with its ability to maximize the number of
listeners within an advertiser's given demographic parameters and (ii) the
Company's stations currently cover almost all of the demographic segments of the
radio audience sought by advertisers. In addition, by managing its stations as a
portfolio and offering a broad range of advertising packages, the Company
believes that it differentiates itself from its smaller competitors, who cannot
offer as comprehensive coverage of the Mexican radio audience. The Company is
able to offer advertisers exposure to listening audiences targeted to correspond
with the demographic profiles they seek, and is able to provide advertisers with
their choice of either focused or broad audience exposure across a comprehensive
range of income classes and age segments.
In order to maximize the audience share of its portfolio of stations,
the Company recognizes the need to be responsive to the requirements of its
listeners and advertisers, tailoring its stations to the changing circumstances
of the market. The Company seeks to manage its station portfolio by (i)
balancing the mix of its station formats to correspond to the needs of the
overall market and (ii) being proactive in the management of each individual
station format and adjusting to the evolution of its particular market segment.
OIR Network Strategy
As a complement to its radio-broadcasting activities, Grupo Radio Centro
operates, and continues its efforts to expand, its OIR radio network. The
Company simultaneously transmits its news program La Red from 5:45 a.m. to 10:00
a.m. to the 20 largest commercial markets in Mexico outside the Mexico City
metropolitan area. While increasing programming and service revenue, the
operation of OIR also facilitates the Company's overall marketing efforts,
offering advertisers access to radio stations on a nationwide basis. See "--OIR
Network."
13
BROADCASTING OPERATIONS
Radio Stations
Except as noted, the following table sets forth certain information
about the Mexico City radio stations operated by Grupo Radio Centro as of
December 31, 2004:
INRA(1) INRA(1) INRA(1) ARBITRON(2) ARBITRON(2)
2004 TOTAL 2004 TOTAL 2004 2004 TOTAL 2004 TOTAL
POWER MARKET AUDIENCE BAND MARKET AUDIENCE
STATION FREQUENCY (WATTS) STATION FORMAT RANK(3) SHARE(4) RANK(5) RANK(3) SHARE(4)
---------------- --------- ------- ------------------------------- ---------- ---------- ------- ----------- -----------
XEQR-FM......... 107.3 mhz 100,000 Grupera--Diverse Musical Genres 1 9.1% 1 1 14.1%
XEJP-FM......... 93.7 mhz 100,000 Spanish Language--Contemporary 4 4.9% 4 3 6.6%
Music
XERC-FM......... 97.7 mhz 100,000 Juvenil--Youth Oriented 2 6.5% 2 2 7.0%
XHFO-FM(6)...... 92.1 mhz 150,000 English Language--Classic Rock 9 3.4% 9 8 3.6%
XHFAJ-FM........ 91.3 mhz 100,000 English Language--Contemporary 5 4.2% 5 9 3.1%
Music
XHRED-FM........ 88.1 mhz 100,000 News / English Language--Music 35 0.8% 24 25 0.9%
XERED-AM........ 1110 khz 100,000 News / Talk Show 24 1.3% 5 28 0.7%
XERC-AM......... 790 khz 50,000 News 47 0.3% 20 33 0.4%
XEQR-AM......... 1030 khz 50,000 Spanish Language--Talk Show / 19 2.0% 2 12 2.9%
Contemporary Music
XEJP-AM......... 1150 khz 50,000 Spanish Language Classics 18 2.1% 1 15 2.1%
XEN-AM.......... 690 khz 100,000 News / Talk Show 48 0.3% 21 48 0.2%
ARBITRON(2)
2004 TARGET
BAND DEMOGRAPHIC
STATION RANK(5) SEGMENTS
---------------- ----------- -----------
XEQR-FM......... 1 13-44 years
XEJP-FM......... 3 18-44 years
XERC-FM......... 2 8-34 years
XHFO-FM(6)...... 8 18-44 years
XHFAJ-FM........ 9 13-24 years
XHRED-FM........ 18 25+ years
XERED-AM........ 10 25+ years
XERC-AM......... 13 25+ years
XEQR-AM......... 1 25+ years
XEJP-AM......... 3 35+ years
XEN-AM.......... 22 25+ years
----------
(1) Source: International Research Associates Mexicana, S.A. de C.V. ("INRA").
(2) Source: Arbitron Inc.
(3) Total market rank is determined based on each station's annual average
share of the total radio audience.
(4) Total audience share represents each station's annual average share of the
total radio audience.
(5) Band rank is determined based on each station's annual average share of the
radio audience within its broadcasting frequency band (i.e., either AM or
FM).
(6) XHFO-FM is operated by Grupo Radio Centro pursuant to an operating
agreement that will terminate on January 2, 2009.
14
XHFO-FM is operated by Grupo Radio Centro pursuant to an operating
agreement that will terminate on January 2, 2009. For the year ended December
31, 2004, XHFO-FM accounted for approximately 11.06% of Grupo Radio Centro's
broadcasting revenue.
Programming
The Company currently produces all of the programming for the stations
it owns or operates. Prior to March 3, 2004, however, the Monitor news program
and Red Vial, a Mexico City traffic report, were produced by Infored (see Item
8, "Financial Information--Other Financial Information--Legal and Arbitration
Proceedings"). The news program that replaced Monitor and the traffic report
that replaced Red Vial are produced by the Company. In addition, the Company
provides programming to its network of affiliates.
Programming produced by the Company includes playing recorded music,
coverage of live music events (such as concerts), special musical programs and
news and talk show programs. For example, through its Noticentro news division,
the Company produces daily news programs consisting of three-minute updates and
ten-minute summaries of local, national and international news that are
broadcast through Formato 21, the Company's 24-hour, all-news station, and a
majority of its other stations in Mexico City.
Grupo Radio Centro's programming strategy is to tailor the format of
each of its stations to attract targeted demographic segments of the radio
audience sought by advertisers. To ensure that its programming remains
responsive to shifting demographic trends and audience tastes, Grupo Radio
Centro uses its internal research division (which conducts daily door-to-door
interviews throughout Mexico City) as well as commercially available data to
assess the listening habits and tastes of the Mexico City population. In 2004,
Grupo Radio Centro conducted approximately 450,000 interviews. Grupo Radio
Centro believes that no competitor has developed an internal research capability
as extensive as its own.
Production and Transmission of Programming
Grupo Radio Centro has 18 production studios in which musical material,
advertisements, informational messages and promotional spots are recorded on
digital audio tape ("DAT"). During 2004, the Digital Recording System was
updated for advertisements and music. In addition, Grupo Radio Centro maintains
13 on-air studios, each of which is linked to Grupo Radio Centro's automated
programming computer network via optical fiber. In most cases, Grupo Radio
Centro has maintained a consistent design for both production and on-air studios
to provide a familiar work environment for employees and to reduce the risk of
error. Grupo Radio Centro's primary studio operations are substantially all
digital and utilize state-of-the-art computer networks for the recording,
scheduling and playing of all news, music, promotional and advertising material.
Currently, the Company has a single network with a velocity measured in
Gigabytes installed in both on-air studios and production studios, totaling 30
workstations.
The Digital Recording System records the audio of music, news and
promotional and advertising material on hard disks from a storage system thereby
transferring the audio directly to each workstation and then to an audio
console. This programming feed is then processed and sent to one of several
transmitter sites via VHF digital or analog studio transmitter links or via
digital linear high-speed E1 links. Each signal is periodically monitored for
quality.
In July 2004, Grupo Radio Centro's news division installed and began
operating a "News Room" system that enables news writers to provide radio
announcers with information by creating a text crawl that runs across a
flat-panel screen while the announcers are on air. The system is used primarily
by Formato 21, although it also provides information to news centers in other
radio stations. This upgrade has reduced considerably the amount of paper
consumed during news programs.
15
Over the next two years, the Company plans to replace six analog mixer
consoles with digital mixer consoles. The replacements are to occur at radio
stations XEJP-AM, XERC-AM (two consoles) and at one studio and two transmitter
cabins used by OIR.
Each station has a main transmitter with back-up support. All AM
transmitters incorporate solid-state design. Each transmitter site has a diesel
generator with automatic transfer that allows rapid switchover to back-up power
in the event of power outages. In addition, the main FM transmitter facility is
equipped with an uninterruptible power supply to prevent the loss of air time
during a cutover to back-up power. Grupo Radio Centro uses sophisticated
multiplexing networks for transmission, which allows five of its AM stations to
operate at three sites, each site using one antenna system. Similarly, five FM
stations are multiplexed into a common eight-bay panel antenna situated on Cerro
del Chiquihuite, which Grupo Radio Centro believes is ideally located at 540
meters above the average terrain level in Mexico City. A sixth FM station
operated by the Company transmits from the World Trade Center in Mexico City.
Currently all AM and FM radio broadcast signals in Mexico are analog.
There are various efforts underway around the world to develop, test and
implement digital audio broadcasting ("DAB"). If implemented, DAB would largely
eliminate fading, static and other interference that adversely affects the
listening experience. Various DAB proposals have focused upon either the United
States "in-band" broadcasting model (using existing allocations of AM or FM
spectrum) or the European "out-of-band" broadcasting model. The Camara Nacional
de la Industria de Radio y Television (the Mexican Trade Association for
Broadcasters or "CIRT"), of which the Company is a member, is in the process of
analyzing such proposals. The Company is an active participant in CIRT's efforts
to obtain favorable regulation of DAB when, and if, such technology is
implemented in Mexico. CIRT has created a task force with the Secretaria de
Comunicaciones y Transportes (the Secretary of Communication and Transportation
or "SCT") in order to introduce DAB in Mexico in the future.
In March 2000, the SCT issued an order reserving a certain band of radio
frequency (the "L" band) for research and development of digital audio
broadcasting. In October 2000, the SCT issued an order amending all existing AM
and FM band radio licenses to allow licensees to engage in DAB using
technologies to be approved in the future by the SCT. There can be no assurance,
however, as to whether or when DAB will be introduced.
In October 2003, the SCT granted the Company permission to install in
its Cerro del Chiquihuite plant, a digital radio system named DAB Eureka 147
which simultaneously transmits the programming of the radio stations Radio
Red-FM, Stereo Joya, Alfa Radio, Stereo 97.7 and La Z. The Company also
installed a digital transmitter system through which the Company broadcasts the
programming of the radio station Alfa Radio. The results of such tests will be
provided to the SCT. In addition, the Company plans to continue testing
"IBOC-AM", an in-band on-channel AM system for transmitting digital information
over existing stations.
In 2003, Grupo Radio Centro completed a project to increase the power of
several radio stations--XERED-AM, XEJP-AM and XEN-AM, from 50 to 100 kilowatts,
20 to 50 kilowatts and 50 to 100 kilowatts, respectively. The objective of this
effort is to improve the stations' presence, coverage and quality of reception
in Mexico City's metropolitan area. Definitive authorization from the SCT was
granted in April 2004.
16
Investment in Technology
Grupo Radio Centro consistently has invested in state-of-the-art
equipment, the development and deployment of new operating systems and the
training of its engineering and operating personnel. Grupo Radio Centro believes
these investments enable it to produce high quality programming with few
scheduling or on-air errors and to broadcast a superior signal to listeners'
radios. In addition, Grupo Radio Centro's computer system allows it to maintain
a certifiable log of advertising and to generate real-time affidavits certifying
that advertisements have been aired when and as requested, thereby reducing its
clients' monitoring costs and enhancing client goodwill. Grupo Radio Centro
believes that its state-of-the-art equipment and engineering staff give it a
competitive edge in Mexico City radio broadcasting.
Sale of Air Time and Marketing
Commercial air time for Grupo Radio Centro's radio stations is sold both
to advertising agencies and directly to businesses. The top ten customers in
each of 2004, 2003 and 2002 accounted for approximately 33.1%, 33.4% and 31.4%,
respectively, of total broadcasting revenue of the Company. Our two largest
individual customers in 2004, 2003 and 2002 were Gigante, S.A. de C.V.
("Gigante") and Comercial Mexicana, S.A. de C.V. ("Comercial Mexicana"). In
2004, 2003 and 2002, Gigante accounted for 5.6%, 3.5% and 5.3%, respectively, of
our total broadcasting revenue, while Comercial Mexicana accounted for 4.9%,
3.6% and 5.5%, respectively, of our total broadcasting revenue. The companies
comprising Grupo Carso, collectively, and Grupo Gigante, S.A. de C.V. ("Grupo
Gigante"), collectively, are key customers. In 2004 and 2002, the companies
comprising Grupo Gigante collectively accounted for 7.0% and 7.3%, respectively,
of our total broadcasting revenue, while in 2003, the companies comprising Grupo
Carso collectively accounted for 5.2% of our total broadcasting revenue.
In addition to the Company's corporate clients, Instituto Federal
Electoral, a public organization responsible for organizing presidential and
congressional elections, accounted for none of our total broadcasting revenue in
2004, a decrease from 8.1% in 2003. The two largest Mexican political parties,
the PRI and the PAN, together accounted for none of the Company's total
broadcasting revenue in 2004, compared to 8.5% in 2003, reflecting the
significant campaign advertising expenditures associated with the triennial
congressional elections held in 2003. In 2002, the two political parties
accounted for 1.3% of broadcasting revenue.
Sales of commercial air time vary throughout the year and are generally
highest in the fourth quarter of the year and lowest in the first quarter of the
year. See Item 5, "Operating and Financial Review and Prospects--Seasonality of
Sales."
At December 31, 2004, the Company had a sales force of 27 individuals,
of which 12 marketed primarily to advertising agencies and major customer
accounts and 15 marketed to small and mid-sized accounts.
Grupo Radio Centro establishes its advertising rates by considering the
cost per thousand listeners as a reference to ensure that its rates are
competitive. The Company offers package discounts to its clients who purchase
air time on multiple stations, offering the largest discounts to clients who
purchase air time on all of its stations. Higher rates apply to clients who
purchase commercial air time for "special events," such as live concerts and
special news features.
In addition, the Company sells commercial air time in advance under a
plan pursuant to which advertisers who deposit cash with Grupo Radio Centro in
an amount equal to their advertising commitment for an agreed period are
guaranteed the rate in effect at the time of the purchase for the agreed period,
and are granted bonus advertising time in addition to the time purchased.
17
The Company invests cash deposited pursuant to advance sales, and includes
interest generated on such investments in broadcasting revenue. In 2004, revenue
recognized under advance-sale arrangements, including related interest income,
accounted for approximately 36.2% of total broadcasting revenue, as compared to
43.8% for 2003 and 41.4% for 2002. See Note 15 to the Consolidated Financial
Statements.
The effect of such advance sales is to substitute the increased interest
income earned on the advance sale payments for a portion of the operating income
foregone because of the reduced effective rate on the advertising time subject
to the advance-sale arrangements. The Company believes that such advance sales
are advantageous to Grupo Radio Centro because the interest income generated by
the proceeds of such advance sales offsets in part the effective reduction in
advertising rates associated with such sales, and because the bonus advertising
time granted to purchasers is "dead time" (i.e., time that would not otherwise
be sold). The Company also believes that its advance-sales plan attracts
advertisers who would not otherwise purchase advertising time because of the
benefits of guaranteed rates and bonus time. However, any decrease in the
inflation rate for 2005 may reduce the attractiveness of these plans for such
advertisers.
OIR NETWORK
Grupo Radio Centro, under the trade name OIR, provides national sales
representation, programming and broadcast-related services to a network of
affiliates. At December 31, 2004, Grupo Radio Centro had 106 affiliates located
in 74 cities throughout Mexico. During the last three years, broadcasting
revenue from OIR-related activities was 2.8% to 1.4% of total broadcasting
revenue. In 2004, approximately 2.8% of the Company's revenue was attributable
to its work through OIR, and no single affiliate represented more than 12.9% of
total OIR-related revenue.
At December 31, 2004, 16 of the Company's OIR-related affiliates were
owned or controlled by shareholders of the Company. Except as disclosed
elsewhere (see Item 7, "Major Shareholders and Related Party
Transactions--Related Party Transactions" and Note 6 to the Consolidated
Financial Statements), all commercial relations between such shareholder-owned
or shareholder-controlled stations and Grupo Radio Centro are on an arm's-length
basis.
Outside Mexico City, virtually all national radio advertising (i.e.,
advertising aimed at a national audience) is sold through networks of affiliated
radio stations. Pursuant to its standard affiliate agreement, terminable at will
by either party on 60 days notice, OIR agrees to purchase commercial air time
from affiliated stations, compensating such stations for their air time with a
percentage of the revenue obtained on the resale of commercial air time to
national advertisers. The affiliates agree to broadcast certain programs at
specified times with advertising spots of specified duration. Compensation paid
to affiliates varies depending on the size of the affiliate's market.
OIR transmits special event programs, including national advertising,
directly to certain affiliates via satellite. As of December 31, 2004, 56
affiliates were able to receive such programs via satellite from Mexico City and
the remaining affiliates received recorded programming on conventional or DAT
cassettes.
COMPETITION
Radio broadcasting in Mexico is highly competitive, and programming
popularity, an important factor in advertising sales, is readily susceptible to
change. As of December 31, 2004, there were 56 commercial radio stations in
Mexico City (30 AM and 26 FM stations) and seven not-for-profit, public-service
stations (consisting of four AM and three FM). These constitute all of the
currently available radio broadcast channels within Mexico City's AM and FM
frequency spectrum.
18
Set out below is a table showing the number of stations in Mexico City
operated by Grupo Radio Centro and each of its six main competitors at June 23,
2005, and a chart depicting the audience share of each, including the audience
share of the stations owned by RED until 1994 and by the Company thereafter.
OPERATION OF MEXICO CITY STATIONS BY GRUPO RADIO CENTRO
AND ITS PRINCIPAL COMPETITORS(1)
AM STATIONS FM STATIONS TOTAL
----------- ----------- -----
Grupo Radio Centro (GRC)............ 5 6 11
Grupo ACIR (ACIR)(2)................ 3 4 7
Nucleo Radio Mil (NRM).............. 3 3 6
Radiopolis (TVR)(3)................. 3 3 6
Organizacion Radio Formula (ORF).... 3 2 5
Grupo Imagen(4)..................... 0 2 2
Multivision Radio (MVS)(5).......... 0 2 2
----------- ----------- -----
Total...................... 17 22 39
----------
(1) Source: Grupo Radio Centro.
(2) In September 2000, Grupo Televisa S.A. de C.V. offered to acquire a 50.05%
interest in Grupo ACIR. As of May 2001, the Federal Competition Commission
had rejected the proposed acquisition and a subsequent appeal of that
rejection by Grupo Televisa. Grupo Televisa has appealed the rejection in
the Mexican courts, which have not decided the matter.
(3) A subsidiary of Grupo Televisa.
(4) Formerly part of MVS.
(5) Formerly known as Frecuencia Modulada Mexicana.
19
MEXICO CITY RADIO AUDIENCE SHARE (1970-2004)(1)
[CHART APPEARS HERE]
----------
(1) Source: INRA.
(2) In 1995, the Company began operating the three stations owned by Radio
Programas de Mexico. Accordingly, the Company's audience share includes the
audience share of these three stations beginning in 1995. In 1996, the
Company acquired these stations.
(3) In 1994, NRM no longer owned XECO-AM and XEUR-AM, and in 1995, NRM
purchased XHMM-FM.
(4) In 1995, the three stations owned by Grupo Artsa were acquired by Grupo
Acir.
(5) Includes average audience share of stations owned by Grupo Imagen until
Grupo Imagen's separation from MVS in December 1999.
Beginning in 2002, the Company's average Mexico City audience share
began gradually increasing, rising from 31.2% in 2002 to 32.0% in 2003 and then
to 34.7% in 2004. Prior to that time, the Company experienced a gradual decline,
which was mainly attributable to increased competition from other radio stations
that adopted formats similar to the Company's most successful formats, including
Juvenil--Youth Oriented, Grupera--Diverse Musical Genres and News/Talk Show.
Although the Company believes that its balanced portfolio of station
formats following the RED acquisition reduces the impact of a decline in
audience share of any one format segment or station (for example, the Company's
most popular station, which was the top-ranked station in Mexico City for the
year ended December 31, 2004, represented only 9.1% of the total radio
audience), there can be no assurance that competition within, or a decline in
the popularity of, a given format segment will not decrease the Company's
aggregate audience share in the future. In addition, the Company faces strong
competition from both television and various print media for advertising
revenue.
20
OIR Network Competition
As with radio broadcasting, the Mexican radio-network market is highly
competitive. As of December 31, 2004, there were 30 radio networks serving 725
AM radio stations and 423 FM radio stations outside Mexico City. The Company
believes that the popularity of its programming, its long-standing experience in
the Mexican radio broadcasting market and the quality of its broadcast-related
services enable the Company's affiliates that are serviced by OIR to compete
effectively.
SIGNIFICANT SUBSIDIARIES
The following table sets forth the Company's significant subsidiaries at
December 31, 2004:
PERCENTAGE OF
JURISDICTION OF OWNERSHIP AND
NAME OF THE COMPANY ESTABLISHMENT VOTING INTEREST DESCRIPTION
--------------------------------- --------------- --------------- -------------------
XEQR, S.A. de C.V. Mexico 99.9% Radio Station
XERC, S.A. de C.V. Mexico 99.9% Radio Station
XEEST, S.A. de C.V. Mexico 99.9% Radio Station
XEQR-FM, S.A. de C.V. Mexico 99.9% Radio Station
XERC-FM, S.A. de C.V. Mexico 99.9% Radio Station
XEJP-FM, S.A. de C.V. Mexico 99.9% Radio Station
XEDKR-AM, S.A. de C.V. Mexico 99.2% Radio Station
Radio Red, S.A. de C.V. Mexico 99.9% Radio Station
Radio Red-FM, S.A. de C.V. Mexico 99.9% Radio Station
Radio Sistema Mexicano, S.A. Mexico 99.9% Radio Station
Estacion Alfa, S.A. de C.V. Mexico 99.9% Radio Station
Emisora 1150, S.A. de C.V. Mexico 99.9% Radio Station
Grupo Radio Centro, S.A. de C.V. Mexico 99.9% Marketing Company
Radio Centro Publicidad, Mexico 99.9% Marketing Company
S.A. de C.V.
GRC Publicidad, S.A. de C.V. Mexico 99.9% Marketing Company
GRC Medios, S.A. de C.V. Mexico 99.9% Marketing Company
Promotora Tecnica de Servicios Mexico 99.9% Service Company
Profesionales, S.A. de C.V.
21
Publicidad y Promociones Mexico 99.9% Service Company
Internacionales, S.A. de C.V.
Promo Red, S.A. de C.V. Mexico 99.9% Service Company
Universal de Muebles e Inmuebles, Mexico 99.8% Real Estate Company
S.A. de C.V.
Inmobiliaria Radio Centro, Mexico 99.9% Real Estate Company
S.A. de C.V.
Desarrollos Empresariales, Mexico 99.9% Sub-holding Company
S.A. de C.V.
Radiodifusion Red, S.A. de C.V. Mexico 99.9% Sub-holding Company
Enlaces Troncales, S.A. de C.V. Mexico 99.9% Sub-holding Company
PROPERTY AND EQUIPMENT
All of Grupo Radio Centro's tangible assets are located in Mexico. At
December 31, 2004, the net book value of all property and equipment was
approximately Ps. 488.9 million ($43.8 million).
Grupo Radio Centro's principal executive offices and studios are located
in Mexico City and are owned by Grupo Radio Centro. In 1992 Grupo Radio Centro
purchased the Constituyentes building, a modern, 102,000 square foot building of
which, at December 31, 2004, the Company occupied approximately 81,000 square
feet with the remainder available for leasing to third parties. In March 1994,
Grupo Radio Centro moved its principal offices and broadcasting operations
(excluding transmitter antennae and related equipment) into the Constituyentes
building. Grupo Radio Centro also owns the transmitter sites and antenna sites
used by most of its Mexico City radio stations, including related back-up
facilities. In addition, Grupo Radio Centro currently leases
satellite-transmission facilities in Mexico City from the Mexican government. As
a result of a 1993 change in applicable Mexican law, Grupo Radio Centro
purchased and received authorization from Telecomunicaciones de Mexico, a
state-owned entity, to operate its own up-link equipment. This up-link equipment
has been operational since the end of 1994. Grupo Radio Centro continues to own
the building in which its administrative offices and studios were located
immediately prior to its move into the Constituyentes building. Grupo Radio
Centro also owns the land in Mexico City on which the transmission facilities of
XERED-AM are located.
Grupo Radio Centro believes that its facilities are adequate for its
present needs and are suitable for their intended purpose.
REGULATORY FRAMEWORK
The business of Grupo Radio Centro is subject to regulation and
oversight by the SCT. The SCT is part of the executive branch of the Mexican
federal government. Regulation and oversight are governed by the Ley Federal de
Radio y Television (the "Federal Radio and Television Law"), the Ley Federal de
Telecomunicaciones (the "Federal Telecommunications Law"), the regulations
issued pursuant to these laws and the licenses granted by the SCT.
22
Regulation of Radio Broadcasting by Mexico
Licenses. Under the Federal Radio and Television Law, owners and
operators of radio stations in Mexico must obtain a license from the Mexican
government through the SCT to broadcast over a specified channel. Applications
are submitted to the SCT and, after a formal review process of all competing
applications and an objection period by third parties, a license is granted to
an applicant with a specific term of up to 30 years. The SCT may terminate or
revoke the license at any time upon the occurrence of, among others, the
following events: failure to construct broadcasting facilities within a
specified time period; changes in the location of the broadcasting facilities or
changes in the frequency assigned without prior governmental authorization;
failure to broadcast for more than 60 days without reasonable justification; and
any violation of any of the other terms of the license. Under Mexican law, in
the event of revocation of the license for certain specified reasons, Grupo
Radio Centro would forfeit its transmission and antenna facilities with respect
to the license. In the event of early termination of the license for other
causes, the Mexican government would have a right of first refusal to purchase
all these assets at a price fixed by an independent appraiser. In addition, in
the event that the SCT terminates or revokes a license, the licensee may not
obtain a new license for five years and, in some cases, may be forbidden from
obtaining a new license. Under current law governing the regulation of the
licensing and use of the respective AM and FM frequency spectrums, no additional
licenses may be granted for the Mexico City market.
The licensee has rights to renew the license for periods of up to 30
years (with most terms for renewal currently being up to 12 years) under a
non-competitive renewal process. Renewals are generally granted to licensees
that have substantially complied with the applicable law. The licenses for nine
of Grupo Radio Centro's radio stations were to expire in 2004, but were renewed
and are now set to expire in 2016. The licenses for XEDKR-AM (in Guadalajara)
and XESTN-AM (in Monterrey) will expire in October 2015 and November 2015,
respectively. In addition, the license for XHRED-FM is set to expire in 2007,
and the license for XEJP-FM is set to expire in 2012.
The licenses contain restrictions on the transfer of shares of the
licensee, including the following: the transfer must be to a qualifying Mexican
person; the transfer cannot result in a concentration of radio broadcasting
holdings that may be contrary to the public interest; and the transfer cannot
result in a gain to the seller. All such transfers are subject to prior notice
to the SCT. In addition, any transfer of the license is subject to the prior
approval of the SCT. A license may only be assigned if it has been in effect for
more than three years and the licensee has complied with all of its obligations
under the license.
Supervision of Operations. The SCT conducts regular inspections of the
operations of the radio stations, and the companies or persons to which licenses
have been granted must file annual technical, statistical, financial and legal
reports with the SCT.
Under Mexican law, radio programming is not subject to judicial or
administrative censorship, except that programming is subject to various
regulations, including prohibitions on foul language and programming that is
contrary to the general principles of right conduct, national security or public
order.
Radio programming is required to promote Mexico's cultural, social and
ideological identity, and each licensee is required to make available each day
up to 30 minutes of cultural or educational programming, or programming
regarding family counseling or other social matters. The programming to be used
to fulfill this requirement is provided to the broadcaster by the Mexican
government.
23
Each licensee is required, during political campaigns, to provide a
limited amount of broadcast time free of charge to all registered political
parties.
Networks. There are no Mexican regulations governing the ownership and
operation of a radio broadcasting network, such as OIR's network, separate from
the regulations applicable to operating a radio station.
Restrictions on Advertising. Mexican law regulates the type and contents
of advertising that may be broadcast on radio. In addition, licensees are
prohibited from broadcasting advertisements that are misleading. The
advertisements of certain products and services are subject to restrictions or
require government approval prior to their broadcast. Moreover, the Mexican
government must approve any advertisement of lotteries or raffles, or any
advertisement that promotes bonuses to consumers for purchasing products or
services.
Mexican law also regulates the amount of advertising that may be
broadcast in any day. Under Mexican regulations, no more than 40% of broadcast
time may be used for advertisements, divided proportionately among broadcasting
hours. Generally, radio stations can have up to 12 two-minute breaks for
advertisements per hour. Grupo Radio Centro, from time to time, has obtained
waivers from the Mexican government with respect to these regulations.
The Company sets its minimum advertising rates and registers such rates
with the SCT. No advertising may be sold at rates lower than those so
registered. There are no restrictions on maximum rates that may be charged.
Broadcast Tax. Since 1969, all radio stations in Mexico have been
subject to a tax payable by granting the Mexican government the right to use a
portion of broadcast time. Historically, the Mexican government was entitled to
use up to 12.5% of all daily radio broadcast time. Beginning on October 10,
2002, radio stations must satisfy this tax by providing the Mexican government
35 minutes of broadcasting time between the hours of 6:00 a.m. and midnight, in
spots lasting between 20 to 30 seconds. The use of this time is not cumulative
and any time not used by the Mexican government in any day is forfeited. The
time must be distributed on a proportional and equitable basis throughout the
relevant programming period. The programming of public service announcements
provided by the Mexican government is prohibited from competing with the
licensee's programming and, if it is made to promote the consumption of products
or services, must be limited to general promotions of Mexico's goods and
services.
Other. In June 1993, the Ley Federal de Competencia Economica (Federal
Economic Competition Law), a law to promote fair competition and to prevent
monopolistic practices, became effective, and regulations thereunder were
published in March 1998. As a result of the increase in Grupo Radio Centro's
share of the Mexico City radio market following completion of the RED
acquisition, the Company is required by the Federal Competition Commission to
seek its prior approval in connection with any future acquisitions of radio
stations in Mexico, including, without limitation, purchases or leases of radio
stations, interests in other radio concerns or transmission sites, irrespective
of the size of such investments or their related audience share, a requirement
to which, to the best knowledge of the Company, other Mexican broadcasting
companies are not subject generally. Although the Company received Federal
Competition Commission approval of its acquisition of XEN-AM in July 2001 (see
Note 23 to the Consolidated Financial Statements) because the Company sold two
of its AM stations in 2000, no assurance can be given that the Company will be
permitted by the Federal Competition Commission to make any additional
investments should it desire to do so.
24
The Federal Telecommunications Law became effective in Mexico on June 8,
1995. Although this law does not affect the transmission of radio signals of the
type transmitted by the Company's radio stations, it does cover the transmission
of radio signals at certain frequencies at which the Company may wish to
transmit in the future. Among other requirements, this new law provides that
licenses for the transmission of radio signals at certain frequencies be granted
pursuant to a competitive bidding procedure.
There is a general prohibition on the ownership of radio broadcasting
companies by non-Mexicans and Mexican corporations that allow foreign ownership
of their voting securities. The adoption of the North American Free Trade
Agreement has not changed these Mexican regulations.
Intellectual Property
Mexico. Grupo Radio Centro (directly or through its subsidiaries) has
registered or filed for registration with the Instituto Mexicano de la
Propriedad Industrial (the Mexican Institute of Industrial Property) of the
Secretaria de Economia (the "Ministry of Economy") the following service marks
(and their corresponding design, where indicated): "Radio Red," "Joya," "El
Fonografo del Recuerdo," "Variedades," "Stereo Joya," "NotiCentro" (and design),
"Sensacion" (and design), "Universal" (and design), "Stereo 97.7," "Alegria,"
"Centro," "Formato 21," "Hoy," "OIR," "Palco Deportivo" and "To2." In addition,
Grupo Radio Centro (directly or through its subsidiaries) has registered or
filed for registration the following commercial slogans: "CRC Radiodifusion
Internacional," "Grupo Radio Centro Radiodifusion de Mexico al Mundo," "ORC
Radiodifusion Valle de Mexico," "OIR Radiodifusion Nacional," "Radio Centro, la
Estacion de la Gran Familia Mexicana" and "SER, Servicios Especializados de
Radiodifusion." Grupo Radio Centro also obtained the following service marks in
connection with the acquisition of RED: "Radio Programas de Mexico," "RPM,"
"ALFA 91.3," "BANG," "UNIRED," "SERVIRED" and "AUTORED."
United States. Grupo Radio Centro has registered on the principal
register of the United States Patent and Trademark Office (the "USPTO") the
following service marks: "Radio Exitos," "Radio Centro," "En Concierto," "Reinas
de la Popularidad," "Frente a Frente . . . Fuera Mascaras," "Radio Sensacion,"
"Radio Variedades" and "Cadena Radio Centro CRC." Grupo Radio Centro has also
registered on the principal register of the USPTO a sound mark consisting of a
series of musical notes and the words "Radio Variedades."
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion should be read in conjunction with the
Consolidated Financial Statements and the Notes thereto included elsewhere in
this Annual Report. Grupo Radio Centro's Consolidated Financial Statements have
been prepared in accordance with Mexican GAAP, which differ in certain respects
from U.S. GAAP. Note 26 to the Consolidated Financial Statements provides a
description of the principal differences between Mexican GAAP and U.S. GAAP, as
they relate to Grupo Radio Centro, and a reconciliation to U.S. GAAP of
operating income, net income and shareholders' equity.
Among other things, Mexican GAAP requires that financial statements
recognize certain effects of inflation. In accordance with these requirements,
the Company has restated non-monetary assets and liabilities using the INPC,
restated the components of shareholders' equity using the INPC, recorded gains
or losses in purchasing power from holding monetary assets or liabilities and
restated financial data for all periods in the Consolidated Financial
Statements, and throughout this Annual Report, in constant pesos as of December
31, 2004. See Item 3, "Key Information--Selected Financial Data."
25
GENERAL
Grupo Radio Centro's operating performance is dependent on a number of
factors, including its ability to produce popular radio programs that attract
the demographic segments of the radio audience sought by advertisers, its share
of the total radio audience, the relative advertising cost efficiency of radio
compared to other media, competition, the strength of its radio signals and the
quality of its sound, the rate of growth of the local and national economies and
government regulation and policies. Grupo Radio Centro's revenue is generated
mainly from the sale of commercial air time. The primary operating expenses
involved in owning and operating radio stations are employee salaries,
programming expenses, promotion and advertising expenses and depreciation and
amortization.
SEASONALITY OF SALES
Grupo Radio Centro's revenue varies throughout the year. Sales of
commercial air time, Grupo Radio Centro's primary source of revenue, are
generally highest in the fourth quarter of the year and lowest in the first
quarter of the year. Nonetheless, Grupo Radio Centro historically has had
sufficient cash flow from operations to meet its operating needs in all four
calendar quarters. In 2003, there was a departure from this general pattern in
that the revenue from the sale of commercial air time was highest in the second
quarter, instead of the fourth quarter, of the year because of increased
advertising expenditures related to congressional political campaigns, and
lowest in the third quarter of the year. The general pattern held in 2004, as
revenue from the sale of commercial air time was highest in the fourth quarter.
Advertising expenditures by political campaigns represent an important
part of the Company's total broadcasting revenue. While the Company's revenue
increases significantly during the congressional elections that occur every
three years (including in 2003), an even more significant increase in revenue
results from presidential elections, which occur every six years (coinciding
with congressional elections), including in 2000. Advertising by political
parties constituted 6.1% of total broadcasting revenue in 2002, mainly due to
the elections in the State of Mexico, which occurred in the first quarter of
2003. In 2003, in connection with congressional elections that took place in
July 2003, advertising by political parties increased to 21.1%. However, in
2004, a year in which no elections occurred, advertising by political parties
constituted only 0.06% of total broadcasting revenue. See Item 4, "Information
on the Company--Business Overview--Broadcasting Operations--Sale of Air Time and
Marketing."
The following table sets forth the Company's broadcasting revenue and
broadcasting income (excluding depreciation and amortization) on a quarterly
basis, in each case as a percentage of its respective total, for 2004, 2003 and
2002.
BROADCASTING INCOME (LOSS),
EXCLUDING DEPRECIATION AND
BROADCASTING REVENUE AMORTIZATION
------------------------------ ------------------------------
2004 2003 2002 2004 2003 2002
-------- -------- -------- -------- -------- --------
First Quarter .... 21.1% 22.8% 16.6% 2.5% 23.2% (0.3)%
Second Quarter ... 21.1 31.0 24.8 17.0 37.6 19.7
Third Quarter .... 24.2 21.3 20.9 23.4 14.5 10.3
Fourth Quarter ... 33.6 24.9 37.7 57.1 24.7 70.3
-------- -------- -------- -------- -------- --------
Total .......... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
26
ECONOMIC CONDITIONS IN MEXICO
Grupo Radio Centro's financial condition and results of operations are
generally affected by the strength of the Mexican economy, as demand for
advertising, revenue from which is the principal source of the Company's
earnings, generally declines during periods of economic difficulty. The annual
rate of inflation in Mexico, as measured by changes in the National Consumer
Price Index, was 5.19% for 2004. Inflation for the first quarter of 2005 was
0.79%. The adverse effects of high inflation on the Mexican economy might result
in lower demand for broadcast advertising.
COST-CONTROL MEASURES
An important element of the Company's operating strategy is cost
control. In 2002, personnel expenses decreased 6.7% mainly as a result of
decreased sales commissions paid to sales personnel in connection with decreased
sales. The Company also ceased the operations of its Internet portal company,
To2. In 2004 and 2003, personnel expenses decreased 4.9% and 1.9%, respectively,
mainly as a result of a reduction in personnel. The change in personnel in 2003
resulted in severance payments of Ps. 4.1, which are included in other expenses
(net). The Company made no severance payments in 2004. See Note 22 to the
Consolidated Financial Statements.
LOSS CONTINGENCY
As a result of the damages awarded in the arbitration proceeding with
Infored and Mr. Gutierrez Vivo, we have recorded a provision for this contingent
liability in the amount of $21.1 million. For the year ended December 31, 2004,
we also recorded Ps. 6.4 million in interest relating to this provision. We have
challenged the validity of the arbitration award in Mexican courts. Although
Civil Judge 63 of the Federal District Superior Court of Justice set aside the
award, the parties have contested this ruling in an amparo proceeding, and thus
there can be no assurance that we ultimately will prevail in our challenge to
the arbitration award (see Item 8, "Financial Information--Other Financial
Information--Legal and Arbitration Proceedings").
RECENT ACCOUNTING PRONOUNCEMENTS
In March of 2003, the Instituto Mexicano de Contadores Publicos (the
"IMCP") issued Bulletin C-15 "Deterioro en el Valor de los Activos de Larga
Duracion y su Disposicion" (Impairment of the Value of Long-Lived Assets and
their Disposal) ("C-15"), which must be applied to financial statements for
periods beginning January 1, 2004. C-15 sets forth, among other things, new
rules for the calculation and recognition of impairment losses, including any
subsequent reversals. C-15 establishes the criteria used to determine whether
impairment of a long-lived asset in use, either tangible or intangible
(including goodwill), has occurred. To calculate impairment loss, it is
necessary to determine the asset's recovery value, recovery value being defined
as the greater of the net sales price of a cash-generating unit of the asset and
the asset's use value, which is the present value of estimated future cash
flows. In accordance with C-15, the Company conducted impairment analysis for
the year ended December 31, 2004 of its Ps. 1.2 billion of long-lived assets,
including goodwill, and this analysis resulted in no impairment.
In March of 2004, the IMCP issued Bulletin B-7 "Adquisiciones de
Negocios" (Business Acquisitions) ("B-7"), which must be applied to financial
statements for periods beginning January 1, 2005. B-7 establishes that the
purchase price method is the only permissible method to account for business
combinations, including acquisitions, investment in the shares of an associated
entity and combinations accomplished by transferring cash, assets, debt
issuances or shares. The goodwill of an acquired entity is no longer amortized;
rather it is subject to impairment testing, in accordance with Bulletin C-15, on
at least an annual basis. B-7 requires that goodwill still being amortized on
its effective date cease amortization and be subject to impairment testing. As a
result of the adoption of B-7, the Company's Ps. 735.3 million of goodwill as of
December 31, 2004 will, for periods beginning January 1, 2005, be subject to
annual impairment testing instead of amortization.
27
CRITICAL ACCOUNTING POLICIES
Impairment Testing
In light of the recent accounting changes described above, the Company
is now required to test for impairment of its long-lived assets in use,
including goodwill and other intangible assets, at least on an annual basis. To
calculate impairment loss of long-lived assets in use, it is necessary to
determine the asset's recovery value, recovery value being defined as the
greater of the net sales price of a cash-generating unit of the asset and the
asset's use value, which is the present value of estimated future cash flows.
The determination of the underlying assumptions related to the recoverability of
long-lived assets, including goodwill and other intangible assets, is subjective
and requires the exercise of considerable judgment. Any changes in key
assumptions about the Company's business and prospects, or changes in market
conditions, could result in an impairment charge.
2004 VS. 2003 RESULTS OF OPERATIONS
For the year ended December 31, 2004, broadcasting revenue was Ps. 551.6
million, a 36.4% decrease compared to Ps. 867.9 million reported for 2003. This
decrease was mainly attributable to a decline in political party advertising
expenditures following the July 2003 congressional elections, as well as the
termination of a former news program at the end of the first quarter of 2004.
The Company's broadcasting expenses (excluding depreciation,
amortization and corporate, general and administrative expenses) for 2004 were
Ps. 386.5 million, a 25.6% decrease compared to Ps. 519.2 million reported for
the year ended December 31, 2003. This decrease was primarily attributable to
lower production costs for news programming, which a third party produced for
the Company until the end of the first quarter of 2004.
Broadcasting income (i.e., broadcasting revenue minus broadcasting
expenses, excluding depreciation, amortization and corporate, general and
administrative expenses) for 2004 was Ps. 165.1 million, representing a decrease
of 52.7% from the Ps. 348.7 million reported for the year ended December 31,
2003. This decrease was primarily attributable to the decrease in broadcasting
revenue resulting from the decrease in political advertising in 2004 compared to
2003.
The Company's gross margin (broadcasting income divided by broadcasting
revenues) for 2004 was 29.6%, a decrease of 25.5% compared to the gross margin
of 40.2% for 2003. This decrease was mainly attributable to the decrease in
broadcasting revenue from 2003 to 2004, which was greater than the decrease in
broadcasting expenses from 2003 to 2004, the decreases in broadcasting revenue
and broadcasting expenses being due to the reasons described above.
Depreciation and amortization for 2004 was Ps. 97.9 million, a decrease
of 18.0% compared to Ps. 119.3 million reported for the year ended December 31,
2003. This decrease was mainly due to the write-off of goodwill in connection
with a Company subsidiary during 2003.
The Company's corporate, general and administrative expenses for 2004
were Ps. 20.9 million, a decrease of 66.9% compared to Ps. 63.3 million reported
for 2003. This decrease occurred primarily because the Company paid lower fees
during 2004 to a third party after it ceased producing news programs for the
Company.
For 2004, the Company reported operating income of Ps. 46.3 million
compared to operating income of Ps. 166.1 million reported for 2003. The
substantial decline in political advertising during 2004 contributed to this
72.1% decrease.
28
The Company's comprehensive financing cost for 2004 was Ps. 18.2
million, a decrease of 47.5% from the comprehensive financing cost of Ps. 34.6
million reported for 2003. This result was primarily attributable to (i) a gain
in net monetary position of Ps. 15.5 million for 2004 compared to a loss of Ps.
0.3 million for 2003 due to higher net monetary liabilities for 2004 and (ii) a
decrease in foreign currency exchange loss, net, which fell to Ps. 2.5 million
for 2004 from Ps. 6.8 million for 2003. The factors leading to the decrease in
the Company's comprehensive financing cost were partially offset by an increase
in interest expense for 2004.
Other expenses, net, for the year ended December 31, 2004 were Ps. 46.7
million, a 32.7% decrease compared to Ps. 69.4 million reported for 2003. This
decrease is attributable to (i) the recognition of income in 2004 following the
reappraisal of certain real estate assets of the Company, (ii) severance
payments made during the first quarter of 2003 in connection with personnel
reductions and (iii) lower expenses in 2004 due to the termination of operations
in 2003 of certain Internet-related subsidiaries of the Company.
The Company reported a loss before extraordinary item and provisions for
income tax and employee profit sharing for 2004 of Ps. 18.6 million, in contrast
to income of Ps. 62.1 million reported for 2003.
The Company reported a loss before provisions for income tax and
employee profit sharing of Ps. 18.6 million for 2004, compared to a loss before
provisions for income tax and employee profit sharing of Ps. 296.3 million for
2003. The larger loss before provisions for income tax and employee profit
sharing for 2003 was due to the provision for the contingent liability that
resulted from the damages award in the arbitration proceeding with Infored and
Mr. Gutierrez Vivo.
For 2004, the Company recorded provisions for income tax and employee
profit sharing of Ps. 19.7 million, compared to a reduction in provision for
income tax and employee profit sharing of Ps. 37.8 million for 2003.
As a result of the foregoing, the Company had a net loss of Ps. 38.3
million for the year ended December 31, 2004, compared to net loss of Ps. 258.6
million for 2003.
2003 VS. 2002 RESULTS OF OPERATIONS
For the year ended December 31, 2003, broadcasting revenue was Ps. 867.9
million, representing a 11.7% increase compared to Ps. 776.7 million reported
for the same period of 2002. This increase was mainly attributable to higher
advertising expenditures from political parties in connection with the
congressional elections that took place in July 2003.
The Company's broadcasting expenses (excluding depreciation,
amortization and corporate, general and administrative expenses) for the year
ended December 31, 2003, were Ps. 519.2 million, a 2.9% increase compared to Ps.
504.5 million reported for the same period of 2002, principally as a result of
fees paid in connection with new programming for one of the Company's radio
stations.
Broadcasting income (broadcasting revenue minus broadcasting expenses,
excluding depreciation, amortization and corporate, general and administrative
expenses) for the year ended December 31, 2003 was Ps. 348.7 million, an
increase of 28.1% compared to broadcasting income of Ps. 272.2 million reported
for the same period of 2002. This increase was mainly attributable to higher
broadcasting revenue.
The Company's gross margin (broadcasting income divided by broadcasting
revenues) for 2003 was 40.2%, an increase of 14.6% compared to the gross margin
of 35.0% for 2002. This increase was mainly attributable to the increase in
broadcasting revenue from 2002 to 2003, which was greater than the increase in
broadcasting expenses from 2002 to 2003, the increases in broadcasting revenue
and broadcasting expenses being due to the reasons described above.
29
Depreciation and amortization expenses for the year ended December 31,
2003 were Ps. 119.3 million, representing an increase of 1.0% compared to Ps.
118.2 million reported for the same period of 2002.
The Company's corporate, general and administrative expenses during 2003
were Ps. 63.3 million, an increase of 28.3% compared to Ps. 49.3 million
reported for the same period of 2002. This increase was mainly due to higher
executive compensation and higher revenue-based fees paid to Infored in
connection with the production of the radio news program Monitor during 2003.
As a result of the foregoing, the Company's operating income for the
year ended December 31, 2003 was Ps. 166.1 million, an increase of 58.7%
compared to operating income of Ps. 104.7 million reported for the same period
of 2002.
The Company's comprehensive financing cost decreased from Ps. 56.0
million during 2002 to Ps. 34.6 million reported for 2003. This favorable change
of 38.2% is mainly attributable to a decrease in the foreign exchange loss, net,
from Ps. 46.0 million for 2002 to Ps. 6.8 million for 2003, resulting from the
Company's conversion of its U.S. dollar-denominated bank loans to Mexican
peso-denominated bank loans during the fourth quarter of 2002. The improvement
in foreign exchange loss, net, was partially offset by a loss on monetary
position of Ps. 0.3 million in 2003 compared to a gain on monetary position of
Ps. 9.5 million in 2002, as well as an increase in interest expense resulting
from higher interest rates in 2003.
Other expenses, net, were Ps. 69.4 million in 2003, representing an
increase of 25.7% compared to Ps. 55.2 million reported for 2002. This increase
is mainly due to the sale of certain non-broadcasting assets at a gain during
2002 compared to the sale of certain non-broadcasting assets at a loss during
2003, combined with an increase in expenses related to the arbitration
proceeding with Infored.
For the year ended December 31, 2003, the Company reported income before
extraordinary items and provisions for income tax and employee profit sharing of
Ps. 62.1 million compared to a loss before extraordinary items and provisions
for income tax and employee profit sharing of Ps. 6.5 million reported for 2002.
As a result of the provision for the contingent liability under Mexican
GAAP resulting from the damages award granted in the arbitration proceeding with
Infored and Mr. Gutierrez Vivo, the Company reported an extraordinary item
charge in the amount of Ps. 358.4 million for 2003, resulting in a loss before
provisions for income tax and employee profit sharing of Ps. 296.3 million for
2003 compared to a loss before provisions for income tax and employee profit
sharing of Ps. 6.5 million reported for 2002.
The Company recorded an income tax and employee profit sharing credit of
Ps. 37.8 million for 2003 compared to Ps. 8.9 million for 2002.
As a result of the foregoing factors, the Company recorded a net loss
for 2003 of Ps. 258.5 million compared to a net gain of Ps. 2.4 million reported
for 2002.
30
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of liquidity is cash flow from operations.
The Company's operating activities provided Ps. 24.1 million in 2004, Ps. 233.3
million in 2003 and Ps. 42.3 million in 2002. Cash flow from operations
historically has been sufficient to cover the Company's working capital needs.
Nevertheless, at December 31, 2004 and 2003, the Company had a working capital
deficit of Ps. 178.9 million and Ps. 133.3 million, respectively, due to the
recorded provision for the contingent liability in connection with the
arbitration proceeding with Infored and Mr. Gutierrez Vivo.
As a result of the damages awarded in the Infored arbitration
proceeding, we have recorded a provision for this contingent liability in the
amount of $21.1 million. Although Civil Judge 63 of the Federal District
Superior Court of Justice set aside the arbitration award in November of 2004,
this ruling has been challenged in an amparo proceeding. Should Civil Judge 63's
decision be overturned in this amparo proceeding, Infored and Mr. Gutierrez Vivo
would likely prevail in the recognition and execution proceeding they brought in
another court. If this occurs, it is likely that the Company will not have
sufficient financial resources to pay the arbitration award, in which case the
Company expects to pursue various potential sources of funds, including
medium-term or long-term financing up to $21.1 million. No assurance can be
given that such funds will be obtained.
The Company expects to be able to meet its additional working capital
needs in 2005 with cash flow from its operations.
Grupo Radio Centro invests its cash balances generally in short-term
peso instruments, including overnight and time deposits, repurchase agreements,
certificates of deposit and commercial paper of certain Mexican issuers.
Indebtedness
Scotiabank Inverlat Loan Agreement. On October 30, 2000, the Company
obtained a five-year, $35 million loan from Banco Inverlat, S.A. (now Scotiabank
Inverlat, S.A.), with interest payable quarterly, at an annual rate equal to the
90-day London Interbank Offered Rate (LIBOR) plus 3.25%, and principal payable
bi-annually. The Company used the proceeds of the loan to fund a capital
reduction in the amount of Ps. 391.6 million (Ps. 343 million, nominal amount),
resulting in a payment of that amount to shareholders. Several amendments to the
loan agreement have modified the annual interest rate (now 10.3%), the maturity
of the loan (now October 31, 2007) and the denomination of the principal amount
outstanding (now pesos), in addition to other terms, as described below. English
translations of all of these amendments and the original agreement are filed as
exhibits to this Form 20-F.
On December 3, 2003, the Company and Scotiabank Inverlat signed an
amendment to the Scotiabank Inverlat loan agreement to increase the principal
amount outstanding of the loan by Ps. 50 million, to extend the loan's maturity
to October 31, 2007 and to fix the annual interest rate of the consolidated loan
at 10.3%, subject to the Company's compliance with several conditions, including
a certain ratio of total liabilities to EBITDA (earnings before interest, taxes,
depreciation and amortization), as defined in the amendment to the loan
agreement. Failure to comply with such ratio will result in incremental
quarterly adjustments to the annual interest rate up to a maximum interest rate
of 11.55%. Currently, no quarterly adjustments are in effect, and thus the
current annual interest rate of the loan is 10.3%. The proceeds of the
additional loan described above were used to pay in full the outstanding
principal of a short-term loan with BBVA Bancomer, S.A.
The Scotiabank Inverlat loan agreement, as amended, contains covenants
requiring the Company to maintain certain financial ratios and to comply with
other financial conditions that, among other things, limit the Company's ability
to incur additional indebtedness, pay dividends, pledge its assets and enter
into transactions with affiliates. If the Company breaches any of these
covenants, the amount then outstanding under the loan agreement could be
accelerated by the lender or the interest rate could be increased. On several
previous occasions, the Company was not in compliance with certain of these
covenants, and the Company obtained waivers from Scotiabank Inverlat of its
non-compliance.
31
In addition, Scotiabank Inverlat agreed to amend several financial covenants in
the loan agreement to increase temporarily the ratios permitted. As a condition
of these waivers and amendments, the Company agreed, among other things, to
convert a portion of the amount then outstanding under the loan agreement from
U.S. dollars into Mexican pesos; to pay interest at a set rate or at a fixed or
variable percentage above the Mexican Interbank Equilibrium Interest Rate (Tasa
de Interes Interbancaria de Equilibrio or TIIE) on all or a portion of the loan
upon the occurrence of certain events; and not to pay any dividends for so long
as the Company is not in compliance, and for a certain period thereafter, with
any of the financial covenants in the loan agreement as amended. See Note 14 to
the Consolidated Financial Statements.
On March 31, 2005, the Company obtained a waiver from Scotiabank
Inverlat of its non-compliance with the covenants of the loan agreement
requiring the Company to maintain a certain ratio of total liabilities to
EBITDA. In addition, the Company and Scotiabank Inverlat signed an amendment to
the Scotiabank Inverlat loan agreement on May 6, 2005 to increase the ratio of
total liabilities to EBITDA for all periods of the year ending December 31,
2005.
At December 31, 2004, the Company's total indebtedness was Ps. 169.8
million, all of which was related to the Scotiabank Inverlat loan described
above. The Company's short-term indebtedness was Ps. 56.6 million relating to
the current portion of the Scotiabank Inverlat loan, while the Company's
long-term indebtedness was Ps. 113.2 million relating to the non-current portion
of the Scotiabank Inverlat loan. The Company's total indebtedness is Ps. 141.5
million at June 16, 2005, all of which is related to the Scotiabank Inverlat
loan described above.
The Company has not entered into any arrangements for the purpose of
hedging interest rate or currency risk.
During 2004, the Company's principal use of funds, other than operating
purposes and capital expenditures, was the payment of indebtedness totaling Ps
68.3 million. In 2004, the Company repurchased on the open market 115,000 Series
A Shares at an aggregate cost of Ps. 692,544. During 2003, the Company's
principal use of funds, other than for operating purposes and capital
expenditures, was the payment of indebtedness totaling Ps. 135.1 million and the
payment of dividends totaling Ps. 59.3 (Ps. 55.0 million, nominal amount). In
2003, the Company repurchased on the open market 57,000 shares of the Company at
an aggregate cost of Ps. 389,203 (Ps. 360,000 nominal amount). During 2002, the
Company's principal use of funds, other than for operating purposes and capital
expenditures, was for the payment of indebtedness totaling Ps. 62.4 million. In
2002, the Company repurchased from the public market 1,230,400 shares at an
aggregate cost of Ps. 5.2 million (Ps. 4.6 million, nominal amount),
representing approximately 0.7% of outstanding capital stock. Grupo Radio Centro
may from time to time repurchase its outstanding equity securities if market
conditions and other relevant considerations make such repurchases appropriate.
32
OFF-BALANCE SHEET ARRANGEMENTS
In 2004, the Company had no off-balance sheet arrangements that have or,
in the opinion of the Company, are reasonably likely to have a current or future
effect on the Company's financial condition.
CONTRACTUAL OBLIGATIONS
In the table below we set forth our long-term debt obligations as of
December 31, 2004, and the period in which these obligations come due. We have
no capital lease obligations, operating leases, irrevocable purchase obligations
or other long-term obligations.
PAYMENTS DUE BY PERIOD
(in thousands)
(as of December 31, 2004)
--------------------------------------------------------------
LESS THAN MORE THAN
TOTAL 1 YEAR 1-3 YEARS 3-5 YEARS 5 YEARS
----------- ---------- ----------- --------- ---------
Contractual Obligations
Long-Term Debt Obligations...... Ps. 169,855 Ps. 56,618 Ps. 113,237 Ps. 0 Ps. 0
Total........................ Ps. 169,855 Ps. 56,618 Ps. 113,237 Ps. 0 Ps. 0
U.S. GAAP RECONCILIATION
Net income (loss) under U.S. GAAP for 2004, 2003 and 2002 was Ps. 20.2
million, Ps. (335.3 million) and Ps. 80.2 million, respectively. The difference
between net income under U.S. GAAP and Mexican GAAP was primarily attributable
in all three periods to the amortization of goodwill with respect companies
purchased from related parties. Under current Mexican GAAP, goodwill is
amortized using a straight-line method based on an asset's estimated useful
life. In July 2001, the Financial Accounting Statements Board issued Statement
of Financial Accounting Standard No. 142, "Goodwill and Other Intangible
Assets." As a result of SFAS 142, amortization of goodwill under U.S. GAAP
ceased as of January 1, 2002, and U.S. GAAP requires testing goodwill for
impairment at least once a year. The Company was required to adopt this standard
for the year ending December 31, 2002 on its consolidated financial statements
under U.S. GAAP. In accordance with the requirements of SFAS 142, the Company
performed an analysis for impairment of its goodwill as of December 31, 2002,
December 31, 2003 and December 31, 2004. For the years ending December 31, 2004
and 2002, no impairment adjustment was necessary. For the year ending December
31, 2003, a goodwill impairment adjustment under U.S. GAAP was necessary in the
amount of Ps. 160.4 million ($13.6 million) relating to the rescission of the
December 23, 1998 program services agreement between the Company and Infored and
Mr. Gutierrez Vivo, whereby Infored and Mr. Gutierrez Vivo agreed to provide the
Company with original news programs and special-event productions for radio
until 2015 (the "Infored Agreement"), and the associated decline in anticipated
advertising revenues.
Operating income (loss) under U.S. GAAP for the years ended December 31,
2004, 2003 and 2002 was Ps. 55.3 million, Ps. (338.0 million) and Ps. 127.2
million, respectively. The principal differences between operating income (loss)
under Mexican GAAP and U.S. GAAP for these periods are that (1) goodwill,
including goodwill arising from entities under common control, that is amortized
under Mexican GAAP is not amortized under U.S. GAAP and (2) certain expenses,
net of the Company that are classified as non-operating charges under Mexican
GAAP are charged against operations under U.S. GAAP. In addition, for the year
ended December 31, 2003, the Company's extraordinary item relating to the
provision for the contingent arbitration losses is classified as a non-operating
charge to earnings under Mexican GAAP, whereas for U.S. GAAP reporting purposes
this represents an operating charge against the Company's earnings.
33
Shareholders' equity under U.S. GAAP at December 31, 2004, December 31,
2003 and December 31, 2002 was approximately Ps. 0.9 billion, Ps. 0.9 billion
and Ps. 1.3 billion, respectively. In 2004, 2003 and 2002, the difference
between shareholders' equity under U.S. GAAP and Mexican GAAP was mainly due to
the treatment of amortization of goodwill with respect to companies purchased
from related parties and the prohibition against amortization of goodwill under
U.S. GAAP as of January 1, 2002. As of January 1, 2005, Mexican GAAP treats
amortization of goodwill with respect to companies purchased from related
parties similarly to U.S. GAAP and likewise prohibits amortization of goodwill.
(see "--Recent Accounting Pronouncements").
For a further discussion of the differences between Mexican GAAP and
U.S. GAAP as they relate to Grupo Radio Centro, see Note 26 to the Consolidated
Financial Statements. Pursuant to Mexican GAAP, Grupo Radio Centro's financial
statements recognize certain effects of inflation in accordance with Bulletin
B-10 and Bulletin B-12; these effects have not been reversed in the
reconciliation to U.S. GAAP. Due to the Company's adoption of Bulletin D-4 in
1999, the Company's financial statements for 2004, 2003 and 2002 include an
expanded recognition of deferred taxes under Mexican GAAP that more closely
parallels U.S. GAAP. Accordingly, there were no differences related to deferred
taxes that had to be reconciled between Mexican and U.S. GAAP for purposes of
the Consolidated Financial Statements (see Note 26 to the Consolidated Financial
Statements).
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
DIRECTORS
Management of the business of the Company is vested in the Board of
Directors. The bylaws provide that the Board of Directors shall consist of a
minimum of seven and a maximum of twenty directors and an equal number of their
respective alternate directors. Each director and alternate director is elected
by the Company's shareholders by simple majority vote at the annual ordinary
general meeting for a term of one year. Alternate directors are authorized to
serve on the Board of Directors in place of directors who are unable to attend
meetings or otherwise participate in the activities of the Board of Directors.
Directors and alternate directors may be Mexican or foreign, but both the
majority of directors and the majority of alternate directors must be Mexican.
Of the total number of directors, and their respective alternate
directors, at least 25% must be independent directors. Independent directors may
not be individuals related to the Company, such as, among others, employees or
officers of the Company, shareholders with directive power over officers of the
Company, important clients, suppliers, debtors or creditors of the Company, or
their respective shareholders, directors or employees. Alternate directors only
serve in place of their respective regular directors and, in the case of
alternate directors of independent directors, must also meet the requirements
for independent directors.
The Board of Directors currently consists of twelve members. Alejandro
Sepulveda de la Fuente is the Secretary to the Board of Directors. The current
members of the Board of Directors were elected at the annual shareholders
meeting on April 22, 2005. Their names, positions, ages and information on their
principal business activities outside Grupo Radio Centro are listed below. In
addition to the "other directorships" listed below, two Aguirre members of the
Board of Directors, Francisco Aguirre and Maria Adriana Aguirre, sit on the
boards of directors of various radio stations in Mexico.
34
Francisco Aguirre G. Age: 63
(Chairman) Years as director: 5
Principal occupation: Private Investor
Other directorships: Chairman of the board of Grupo Radio
Mexico, S.A. de C.V.
Maria Esther Aguirre G. Age: 65
(First Vice President) Years as director: 5
Principal occupation: Private Investor
Maria Adriana Aguirre G. Age: 58
(Second Vice President) Years as director: 5
Principal occupation: Private Investor
Ana Maria Aguirre G. Age: 60
Years as director: 34
Principal occupation: Private Investor
Other directorships: Director of Avon Cosmeticos, S.A. de C.V.
Carlos Aguirre G. Age: 50
Years as director: 5
Principal occupation: General Director of Grupo Radio Centro
Rafael Aguirre G. Age: 47
Years as director: 12
Principal occupation: Private Investor
Other directorships: Director of the Quintana Roo branch of
HSBC Mexico, S.A. (formerly Banco
Internacional, S.A.); Director of the
Yucatan Peninsula branch of Banco
Nacional de Mexico, S.A.
Jose Manuel Aguirre G. Age: 42
Years as director: 5
Principal occupation: Real Estate Investor
Pedro Beltran N. Age: 61
Years as director: 3
Principal occupation: Finance and Administrative Director and
Chief Financial Officer of Grupo Radio
Centro
Gustavo Gabriel Llamas Monjardin Age: 42
Years as director: 0
Principal occupation: Public Accountant
Luis Alfonso Cervantes Muniz Age: 49
Years as director: 0
Principal occupation: Attorney
35
Thomas Harold Raymond Moffet Age: 63
Years as director: 5
Principal occupation: President of Amsterdam Pacific
Securities, LLC (a financial advisory
firm)
Luis de la Fuente Baca Age: 59
Years as director: 5
Principal occupation: Financial Advisor
Ms. Maria Esther G. de Aguirre is the Honorary Chairperson for life of
the Board of Directors of the Company and also is the mother of Francisco
Aguirre G., Maria Adriana Aguirre G., Maria Esther Aguirre G., Ana Maria Aguirre
G., Carlos Aguirre G., Rafael Aguirre G. and Jose Manuel Aguirre G.
The bylaws require that any of the following transactions be previously
approved by the Board of Directors: (i) transactions entered into between the
Company and/or its subsidiaries and any related party of the Company and/or its
subsidiaries outside the ordinary course of business; (ii) the purchase or sale
of 10% or more of the Company's and/or its subsidiaries' assets; (iii) the
granting of a guarantee resulting in a potential liability exceeding 30% of the
Company's and/or its subsidiaries' assets; and (iv) any transaction, other than
the transactions described above, involving an amount in excess of one percent
of the Company's and/or its subsidiaries' assets.
The bylaws provide that the Board of Directors shall meet at least once
every three months and that either the Chairman of the Board of Directors, the
Secretary, at least 25% of the members of the Board of Directors or any
statutory auditor of the Company shall be entitled to call for a meeting of the
Board.
The bylaws provide that holders of Series A Shares representing 10% of
the capital stock of the Company shall be entitled to appoint one regular member
of the Board of Directors and such member's alternate.
The bylaws also provide that the Board of Directors shall present to the
shareholders at the annual shareholders meeting the reports of the Audit
Committee. The bylaws of the Company were amended on April 22, 2005 to provide
that, independently and without prejudice to the exercise of the powers granted
to the Board of Directors pursuant to Mexican law, particularly the Mexican
Securities Market Law and other applicable regulations, the Board of Directors
shall be entitled to grant or delegate in favor of the Audit Committee those
powers that it deems necessary or convenient to comply with the legal and
regulatory provisions applicable to the Company, as well as to determine the
rules pursuant to which the Audit Committee shall exercise such powers,
including the right to revoke or modify them.
Executive Committee
The Company's bylaws provide that at an ordinary general meeting, the
shareholders may elect, by simple majority vote, an Executive Committee of five
to seven members from among the Company's directors or alternate directors
elected or designated at such shareholders meeting. The bylaws of the Company
provide that the Executive Committee, with certain exceptions, is vested with
all powers of the Board of Directors. Alternate Executive Committee members are
authorized to serve on the Executive Committee in place of members who are
unable to attend meetings or otherwise participate in the activities of the
Executive Committee.
36
The current members of the Executive Committee are Jose Manuel Aguirre
G. (president), Carlos Aguirre G. (vice president), Ana Maria Aguirre G., Maria
Esther Aguirre G., Maria Adriana Aguirre G., Rafael Aguirre G. and Francisco
Aguirre G.
Audit Committee
The Audit Committee currently consists of three regular members of the
Board of Directors appointed to the Audit Committee by the shareholders at the
annual shareholders meeting. All of the members of the Audit Committee must be
independent directors as defined under applicable laws and regulations.
The Audit Committee makes non-binding recommendations to the Board of
Directors with respect to certain transactions, including any transactions
entered into by the Company and/or its subsidiaries with related parties, any
purchase or sale of more than 10% of the Company's and/or its subsidiaries'
assets, any guarantee for an amount exceeding 30% of the Company's and/or its
subsidiaries' assets and transactions involving more than 1% of the Company's
and/or its subsidiaries' assets. Under the amended bylaws, as described above,
the Board of Directors has delegated to the Audit Committee, among other powers,
the power to hire or remove the external auditor and approve any permitted
non-audit services to be rendered by the external auditors, and to hire
independent advisors as it may deem necessary in order to carry out its duties
in accordance with applicable laws and regulations, independently and without
prejudice to the powers of the Board of Directors pursuant to Mexican
legislation. The Audit Committee must prepare an annual report on its activities
for presentation to the shareholders at the annual shareholders meeting and to
the Board of Directors. For a meeting of the Audit Committee to be valid, the
majority of its members must be present and the Audit Committee must adopt its
resolutions by majority vote. The Company's statutory auditor must attend all
meetings of the Audit Committee but is not entitled to vote at such meetings.
There can be no assurance that recommendations of the Audit Committee will
ensure that any arrangements with related parties are on an arm's-length basis.
Currently, the Audit Committee consists of three members: Thomas Harold
Raymond Moffet, Gustavo Gabriel Llamas Monjardin and Luis de la Fuente Baca, as
committee chairman. As required by our bylaws and Mexican law, all members are
independent members as defined under Mexican Securities Market Law and Rule
10A-3 under the Securities Exchange Act of 1934, as amended.
Statutory Auditors
The Company's bylaws provide for one or more statutory auditors to be
elected at the ordinary general meeting of shareholders and, if determined at
such meeting, their respective alternates. Additionally, the bylaws provide that
holders of shares, with or without voting rights, representing 10% of the
capital stock of the Company shall be entitled to appoint one statutory auditor,
and such statutory auditor may not be removed until all other statutory auditors
are removed. Under Mexican law, the duties of statutory auditors include, among
other things, the examination of the operations, books, records and any other
documents of a company and the presentation of a report of such examination at
the annual ordinary general meeting of shareholders. The statutory auditors are
required to attend all meetings of the Board of Directors, Executive Committee,
Audit Committee and shareholders of the Company.
The Company currently has one statutory auditor, Sergio Hernandez
Gonzalez, and one alternate statutory auditor, Patricio Montiel F.
37
EXECUTIVE OFFICERS
The executive officers of Grupo Radio Centro are as follows:
Carlos Aguirre G. Years as officer: 26
General Director Years of service: 31
Pedro Beltran N. Years as officer: 19
Finance and Administrative Director Years of service: 19
and Chief Financial Officer
Arturo Yanez F. Years as officer: 21
Internal Auditor Years of service: 21
Sergio Gonzalez L. Years as officer: 21
Operations Director Years of service: 21
Luis Cepero A. Years as officer: 22
Audio Engineering Director Years of service: 44
Eduardo Stevens A. Years as officer: 15
Transmission Engineering Director Years of service: 25
Gonzalo Yanez V. Years as officer: 5
Marketing Director Years of service: 8
Rodolfo Nava C. Years as officer: 5
Audit and Information Manager Years of service: 19
Alvaro Fajardo de la Mora Years as officer: 20
General Counsel Years of service: 20
Luis Miguel Carrasco N. Years as officer: 7
Commercial Director Years of service: 12
COMPENSATION
For the year ended December 31, 2004, the aggregate compensation for the
executive officers of the Company paid or accrued in that year for services in
all capacities was Ps. 17.6 million, of which approximately Ps. 570,000 was paid
in the form of bonus awards. These bonus awards were determined based on various
factors, including quarterly financial results and station ratings and rankings.
The total of payments to Executive Committee members for attendance at
Executive Committee meetings during 2004 was Ps. 17.8 million. The total of
payments to directors for attendance at Board of Director meetings during 2004
was Ps. 268,620.
BOARD PRACTICES
None of the directors have entered into a service contract with the
Company that provides for benefits upon termination of employment.
38
EMPLOYEES
At December 31, 2004, Grupo Radio Centro employed a total of 395
full-time employees, fewer than half of whom are members of the Sindicato de
Trabajadores de la Industria de Radio y Television, Similares y Conexos de la
Republica Mexicana (the Radio and Telecommunications Workers Union or the
"Union"). At each of December 31, 2003 and December 31, 2002, the Company
employed a total of 394 full-time employees. Grupo Radio Centro also employs a
varying number of temporary employees. During 2004, the Company employed an
average of 84 temporary employees.
Negotiations with Union employees are conducted at the industry level
pursuant to a national contract (the "Contrato Ley") that is administered by the
Union and that provides for general employment terms applicable to all Union
employees, although particular enterprises within the radio broadcasting
industry may negotiate separate contractual arrangements with the Union in the
event exceptions from the Contrato Ley are desired. All of Grupo Radio Centro's
current contractual relations with Union employees are pursuant to the stated
terms of the Contrato Ley. The current Contrato Ley will expire on January 31,
2006; however, salary increases are implemented annually. On February 1, 2005,
the Company and the Union agreed to a 4.7% increase in salaries. Relations
between Grupo Radio Centro, its workers and the Union have historically been
good; there have been no material disputes between any of the radio broadcasting
subsidiaries of Grupo Radio Centro and any of their employees since the founding
of Grupo Radio Centro.
SHARE OWNERSHIP
As of June 1, 2005, the Aguirre members of the Board of Directors had
beneficial ownership, primarily through the two Mexican trusts through which
they hold their Series A Shares, of 85,861,276 Series A Shares of the Company,
representing 52.8% of the outstanding Series A Shares. See Item 7, "Major
Shareholders and Related Party Transactions--Major Shareholders."
None of the Company's other directors or officers is the beneficial
owner of more than 1% of the Company's outstanding capital stock.
SIGNIFICANT DIFFERENCES BETWEEN NEW YORK STOCK EXCHANGE CORPORATE GOVERNANCE
STANDARDS AND OUR CORPORATE GOVERNANCE PRACTICES
Pursuant to Section 303A.11 of the Listed Company Manual of the New York
Stock Exchange (NYSE), we are required to provide a summary of the significant
ways in which our corporate governance practices differ from those required for
U.S. companies under the NYSE listing standards. We are a Mexican corporation
with shares listed on the Mexican Stock Exchange (Bolsa Mexicana de Valores S.A.
de C.V.). Our corporate governance practices are governed by our bylaws, the
Mexican Securities Market Law (Ley del Mercado de Valores) and the regulations
issued by the Mexican National Banking and Securities Commission (Comision
Nacional Bancaria y de Valores) ( the "CNBV"). We also generally comply on a
voluntary basis with the Mexican Code of Best Corporate Practices (Codigo de
Mejores Practicas Corporativas) as indicated below, which was created in January
2001 by a group of Mexican business leaders and was endorsed by the Mexican
Banking and Securities Commission. On an annual basis, we file a report with the
Mexican Banking and Securities Commission and the Mexican Stock Exchange
regarding our compliance with the Mexican Code of Best Corporate Practices.
39
The table below discloses the significant differences between our
corporate governance practices and the NYSE standards.
NYSE STANDARDS OUR CORPORATE GOVERNANCE PRACTICES
-------------------------------------- ---------------------------------------
Director Independence. Majority of Pursuant to the Mexican Securities
board of directors must be Market Law and our bylaws, our
independent. "Controlled companies," shareholders are required to appoint a
which would include our company if it board of directors of between seven
were a U.S. issuer, are exempt from and 20 members, of whom at least 25%
this requirement. A controlled company must be independent. Our board of
is one in which more than 50% of the directors is not required to make a
voting power is held by an individual, determination as to the independence
group or another company, rather than of our directors.
the public. Section 303A.01
A director is not independent if such Under Article 14 Bis of the Mexican
director is: Securities Market Law and our bylaws,
a director is not independent if such
director is:
(i) a person who the board (i) an employee or officer of the
determines has a material direct company (one-year cooling off
or indirect relationship with the period);
company, its parent or a
consolidated subsidiary;
(ii) an employee (or has been (ii) a shareholder that, without
within the last three years), or being an employee or officer of
whose immediate family member is the company, has influence or
(or has been within the last three authority over the company's
years) an executive officer, of officers;
the company, its parent or a
consolidated subsidiary, other
than former employment as interim
chairman, CEO or other executive
officer;
40
NYSE STANDARDS OUR CORPORATE GOVERNANCE PRACTICES
-------------------------------------- ---------------------------------------
(iii) a person who receives, or (iii) a consultant, or partner or
whose immediate family member employee of a consultant, to the
receives, during any twelve-month company or its affiliates, where
period within the last three the income from the company
years, more than $100,000 in represents 10% or more of the
direct compensation from the overall income of such consultant;
company, its parent or a
consolidated subsidiary, other
than: director and committee fees
or deferred compensation for prior
services only; compensation for
service as interim chairman, CEO
or other executive officer; or
compensation received by an
immediate family member for
service as a non-executive
employee;
(iv) a current partner or employee (iv) an important client,
(or former partner or employee supplier, debtor or creditor (or a
within the last three years who partner, director or employee
personally worked on the company's thereof). A client and supplier is
audit during that time), or whose considered important where its
immediate family member is a sales to or purchases from the
current partner or current company represent more than 10% of
employee who participates in the the client's or supplier's total
firm's audit, assurance or tax sales or purchases. A debtor or
compliance (but not tax planning) creditor is considered important
practice (or former partner or whenever the relevant financing
employee within the last three represents more than 15% of the
years who personally worked on the company's assets or of the
company's audit during that time), debtor's or creditor's assets;
of a firm serving as the internal
or external auditor of the
company, its parent or a
consolidated subsidiary;
(v) an executive officer (or has (v) an employee of a fund,
been within the last three years), association or civil company that
or whose immediate family member receives contributions from the
is (or has been within the last company that represent more than
three years) an executive officer, 15% of the total contributions
of another company whose received;
compensation committee includes
(or included) an executive officer
of the listed company, its parent
or a consolidated subsidiary; or
41
NYSE STANDARDS OUR CORPORATE GOVERNANCE PRACTICES
-------------------------------------- ---------------------------------------
(vi) a current employee of a (vi) a CEO or other high ranking
company, or whose immediate family officer of another company in
member is a current executive which the issuer's CEO or other
officer of a company, that has high ranking officer is a member
made payments to, or received of the board of directors; or
payments from, the listed company,
its parent or a consolidated
subsidiary for property or
services in an amount which, in
any of the last three fiscal
years, exceeds the greater of $1
million or 2% of such other
company's consolidated gross
revenues (contributions to tax
exempt organizations are not
deemed "payments," but
contributions made to any tax
exempt organization in which any
independent director serves as an
executive officer must be
disclosed in the company's proxy
(or, if no proxy is filed, its
Form 10-K / annual report) if,
within the preceding three years,
contributions in any single fiscal
year exceeded the greater of $1
million or 2% of such tax exempt
organization's consolidated gross
revenues)).
"Immediate family member" includes (vii) a "family member" related to
a person's spouse, parents, any of the persons mentioned above
children, siblings, mothers and in (i) through (vi). "Family
fathers-in-law, sons and member" includes a person's
daughters-in-law and anyone (other spouse, concubine or other
than domestic employees) who relative of up to three degrees of
shares the person's home. consanguinity or affinity, in the
Individuals who are no longer case of (i) and (ii) above, and a
immediate family members due to spouse, concubine or other
legal separation, divorce or death relative of up to one degree of
(or incapacity) are excluded. consanguinity or affinity in the
Section 303A.02(b) case of (iii) through (vi) above.
Executive Sessions. Non-management There is no similar requirement under
directors must meet regularly without our bylaws or applicable Mexican law.
management in executive sessions over
which a non-management director must
preside. The name of the
non-management director presiding at
all such sessions (or the procedure by
which one is selected for each
session) must be disclosed in the
company's proxy (or, if no proxy is
filed, its Form 10-K / annual report).
Independent directors should meet
alone in an executive session at least
once a year. Section 303A.03
Audit committee. Audit committee We will be required to comply with
satisfying the independence and other Rule 10A-3 under the Securities
requirements of Rule 10A-3 under the Exchange Act of 1934 by July 31, 2005.
Securities Exchange Act of 1934 ("Rule The members of our audit committee are
10A-3") and the more stringent not required to satisfy the NYSE
requirements under the NYSE standards independence and other audit committee
is required. Sections 30 3A.06, standards that are not prescribed by
303A.07 Rule 10A-3.
42
NYSE STANDARDS OUR CORPORATE GOVERNANCE PRACTICES
-------------------------------------- ---------------------------------------
Our audit committee complies with the
requirements of the Mexican Securities
Market Law and has the following
attributes:
We have a three-member audit
committee, composed of regular members
of the board of directors and
appointed by the shareholders at the
ordinary general shareholders meeting.
Under our bylaws, all of the members
of our audit committee must be
independent directors. All members of
our audit committee are independent as
such term is defined under the Mexican
Securities Market Law and Rule 10A-3.
Our audit committee operates pursuant
to the Mexican Securities Market Law,
the regulations issued by the CNBV and
our bylaws.
Pursuant to our bylaws and Mexican
law, our audit committee submits an
annual report regarding its activities
to our board of directors, which in
turn presents the report to our
shareholders at the ordinary general
shareholders meeting.
Nominating/corporate governance We are not required to have a
committee. Nominating/corporate nominating/corporate governance
governance committee of independent committee. The Mexican Code of Best
directors is required. The committee Corporate Practices does not expressly
must have a charter specifying the recommend forming such a committee,
purpose, duties and annual evaluation but rather recommends that the
procedures of the committee. Evaluation and Compensation Committee
"Controlled companies," which would recommend the procedures to nominate
include our company if it were a U.S. the Chief Executive Officer and other
issuer, are exempt from these high-ranking officers to the Board of
requirements. Section 303A.04 Directors.
Compensation committee. Compensation The Code of Best Corporate Practices
committee of independent directors is recommends, but does not require, that
required, which must approve CEO we have an Evaluation and Compensation
compensation and offer recommendations Committee. Our bylaws require that our
to the board concerning non-CEO directors' compensation be determined
executive officer compensation. The by the shareholders at the ordinary
committee must have a charter general shareholders meeting.
specifying the purpose, duties and
evaluation procedures of the
committee. "Controlled companies,"
which would include our company if it
were a U.S. issuer, are exempt from
this requirement. Section 303A.05
43
NYSE STANDARDS OUR CORPORATE GOVERNANCE PRACTICES
-------------------------------------- ---------------------------------------
Equity compensation plans. Equity Shareholder approval is not required
compensation plans, and material under Mexican law or our bylaws for
amendments thereto, require the adoption and amendment of an
shareholder approval, subject to equity compensation plan. Currently,
limited exemptions. Section 303A.08 we do not have an equity compensation
plan.
Code of Ethics. Corporate governance We have adopted a code of ethics
guidelines and a code of business applicable to our chief executive
conduct and ethics are required, with officer, chief financial officer and
disclosure of any waiver for directors principal accounting officer or
or executive officers. persons performing similar functions.
Sections 303A.01, 303A.10 We are required by Item 16B of Form
20-F to disclose any waivers granted
to such persons. A copy of our code of
ethics is available on our website at
www.radiocentro.com.mx.
Certifications. CEO must (1) certify Mexican securities regulations require
annually that unaware of any violation us to submit to the CNBV a report and
of the NYSE corporate governance certification of our Chairman and
listing standards and (2) notify the Secretary regarding the degree of our
NYSE in writing after any executive compliance with the provisions of the
officer becomes aware of any material Mexican Code of Best Corporate
non-compliance with NYSE corporate Practices.
governance standards. An annual
Written Affirmation (as well as Our CEO is not required to certify
interim Written Affirmations in annually that he is unaware of any
certain circumstances) must be violation of the NYSE corporate
executed and submitted to the NYSE in governance listing standards.
the form it prescribes. Section 303A.12 Currently, our CEO does not submit
such an annual certification.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
MAJOR SHAREHOLDERS
The Company was incorporated as Tecnica de Desarrollo Publicitario, S.A.
de C.V. on June 8, 1971, with its principal shareholders being members of the
Aguirre family. The Company has undergone several changes in nominal ownership,
but ultimate control has always resided with the Aguirre family.
On June 3, 1998, all of the Series A Shares and CPOs owned by the
Aguirre family, which were held in a trust established by the Aguirre family in
1992 (the "Old Controlling Trust"), were divided into two trusts (the Old
Controlling Trust and the "New Controlling Trust" and, together, the
"Controlling Trusts"). Prior to the division, 50% of the Series A Shares and
CPOs of the Company held by the Old Controlling Trust was held for the benefit
of Maria Esther G. de Aguirre, with the remainder divided equally among her
children. Simultaneously with the division, Maria Esther G. de Aguirre acquired
a 50% interest in each of the Controlling Trusts and transferred those interests
to her children in equal parts, but reserved her rights to vote and receive
dividends in respect of the Series A Shares and CPOs previously held for her
benefit (the "reserved rights").
44
On May 25, 1999, four members of the Aguirre family made a gift of their
interest in the Company's Series A Shares and CPOs held by the Controlling
Trusts to Maria Esther G. de Aguirre. On the same date, the Aguirre family
amended the terms of the Controlling Trusts to transfer, on such date, the
reserved rights held by Maria Esther G. de Aguirre to her children in equal
parts and to transfer, upon the occurrence of certain events, the trust
interests gifted to her by her four children to her seven other children--Maria
Esther Aguirre G., Francisco Aguirre G., Maria Adriana Aguirre G., Ana Maria
Aguirre G., Carlos Aguirre G., Rafael Aguirre G. and Jose Manuel Aguirre G.
On April 5, 2000, Maria Esther G. de Aguirre made a gift of her
approximate 36% interest in the Controlling Trusts to her seven children holding
interests in such trusts. Following this gift and an amendment of the terms of
the Controlling Trusts to remove Maria Esther G. de Aguirre as grantor and
beneficiary, those seven children owned, in equal parts, 100% of the interests
in the Controlling Trusts. Under the terms of the Controlling Trusts, the Series
A Shares held by each trust are ordinarily voted as directed by a majority of
the beneficiaries of the trust.
The following table sets forth certain information regarding the
beneficial ownership of Series A Shares by beneficial holders of more than 5% of
the outstanding Series A Shares as of June 1, 2005. All CPOs previously held by
the Controlling Trusts were converted to Series A Shares in 2003.
SERIES A SHARES PERCENTAGE OF
BENEFICIALLY SERIES A
NAME OF PERSON OR GROUP OWNED SHARES(1)
-------------------------------------------- --------------- --------------
Old Controlling Trust........................ 11,669,527 7.2%
New Controlling Trust........................ 72,351,119 44.5%
Maria Esther Aguirre Gomez................... 84,527,780(2)(3) 51.9%
Francisco de Jesus Aguirre Gomez............. 84,020,646(2) 51.6%
Maria Adriana Aguirre Gomez.................. 84,020,646(2) 51.6%
Ana Maria Aguirre Gomez...................... 84,644,606(2)(4) 52.0%
Carlos de Jesus Aguirre Gomez................ 84,535,413(2)(5) 52.0%
Rafael Felipe de Jesus Aguirre Gomez......... 84,215,415(2)(6) 51.8%
Jose Manuel Aguirre Gomez.................... 84,020,646(2) 51.6%
----------
(1) Percentages are based on 162,724,561 Series A Shares issued and
outstanding as of June 23, 2005.
(2) All Series A Shares beneficially owned by the Old Trust and the New
Trust (the "Family Shares") are held for the benefit of the Aguirre
Family and are deemed to be beneficially owned by each member of the
Aguirre Family, each of whom is deemed to share power to vote or
dispose, or direct the vote or disposition of, the Family Shares as a
member of each of the Technical Committees.
(3) Includes 402,374 Series A Shares and 11,640 ADSs beneficially owned by
Maria Esther Aguirre Gomez, in addition to the Family Shares.
(4) Includes 519,200 Series A Shares and 11,640 ADSs beneficially owned by
Ana Maria Aguirre Gomez, in addition to the Family Shares.
(5) Includes 249,267 Series A Shares and 29,500 ADSs beneficially owned by
Carlos de Jesus Aguirre Gomez, in addition to the Family Shares.
(6) Includes 21,641 ADSs beneficially owned by Rafael Felipe de Jesus
Aguirre Gomez, in addition to the Family Shares.
The voting rights of the holders of Series A Shares not held in the form
of CPOs or ADSs are identical.
45
The bylaws of the Company prohibit the ownership of Series A Shares by
persons who do not qualify as Mexican investors. See Item 10, "Additional
Information--Bylaws--Limitations Affecting Non-Mexican Holders--Share
Ownership." At June 10, 2005, to the best knowledge of the Company,
approximately 34.9% of the outstanding Series A Shares were represented by ADSs.
It is not practical for the Company to determine the number of U.S. holders of
CPOs or ADSs, the portion of each class of securities held in Mexico or the
number of record holders in Mexico.
RELATED PARTY TRANSACTIONS
Family Control of OIR Network Affiliates
In addition to their participation in the Company, members of the
Aguirre family owned or controlled 16 of the 106 affiliates in the network
serviced by OIR at December 31, 2004. Affiliated stations owned or controlled by
members of the Aguirre family accounted for approximately 18.9%, 18.9% and 25.6%
of OIR revenue (or 0.5%, 0.5% and 0.3% of Grupo Radio Centro's total
broadcasting revenue) for the fiscal years ended December 31, 2004, 2003 and
2002, respectively. Grupo Radio Centro has provided administrative and other
services to such family-owned stations in the OIR network and under certain
circumstances has provided commercial air time to related parties, on terms that
are more favorable than those provided to unrelated parties. The Company does
not believe that such transactions have been material.
Service Contract
On January 5, 2000, Grupo Radio Centro entered into a contract with an
entity owned by Francisco Aguirre Gomez, chairman of the Board of Directors of
the Company, for an indefinite term pursuant to which this entity is compensated
for consulting services and the sale of air time provided to the Company by Mr.
Aguirre. The Company incurred expenses under this contract totaling Ps. 12.7
million, Ps. 10.5 million and Ps. 8.3 million in 2004, 2003 and 2002,
respectively. See Note 6 to the Consolidated Financial Statements.
Sale of Goods and Services
The Company makes available to employees, including key management
personnel, and directors and directors' family members goods and services
obtained by the Company in barter transactions. These goods and services are
offered to executive officers and directors at discounts that are comparable to
the discounts offered to the Company's employees. The Company received a total
of Ps. 1.0 million and Ps. 3.7 in 2004 and 2003, respectively, from executive
officers and directors and their families in connection with these transactions.
See Note 6 to the Consolidated Financial Statements.
Attention to Aguirre Family Matters
Carlos Aguirre G., the General Director, and to a lesser extent, Pedro
Beltran, the Chief Financial Officer, Arturo Yanez, the Internal Auditor, and
Alvaro Fajardo, the General Counsel, have spent a portion of their time on
Aguirre family matters for which Grupo Radio Centro has not been separately
compensated.
Loans to Executive Officers
From January 1, 2004 until a recent date, the Company extended credit to
eight of its executive officers in compensatory transactions that are customary
in Mexico. The maximum aggregate amount outstanding during this period was Ps.
0.9 million, and the loans ranged from non-interest bearing loans to loans with
an annual rate of interest of 12.0%. These loans have been repaid in full.
46
For further information regarding transactions between Grupo Radio
Centro and related parties, see Note 6 to the Consolidated Financial Statements.
ITEM 8. FINANCIAL INFORMATION
CONSOLIDATED FINANCIAL STATEMENTS
See Item 18, "Financial Statements" and pages F-1 through F-44.
OTHER FINANCIAL INFORMATION
Legal and Arbitration Proceedings
Through a series of transactions effected in 1995 and early 1996, the
Company acquired five radio stations owned by RED as well as the exclusive radio
broadcasting rights to Monitor, a news and talk radio program. On December 23,
1998, the Company entered into the Infored Agreement with Infored and Mr.
Gutierrez Vivo, the principal anchor of Monitor, to provide the Company with
original news programs and special-event productions for radio until 2015. The
Infored Agreement provided that Mr. Gutierrez Vivo would continue as Monitor's
host until at least the end of 2003.
In May 2002, however, Mr. Gutierrez Vivo and Infored initiated an
arbitration proceeding pursuant to which they sought rescission of the Infored
Agreement and damages. On March 1, 2004, the International Chamber of Commerce
(the "ICC") notified the Company that, by majority vote of two of the three
arbitrators, the ICC panel held that the Company was in breach of its contract
with Infored and Mr. Gutierrez Vivo. As a result, the contract was rescinded and
Infored and Mr. Gutierrez Vivo together were awarded a total of $21.1 million in
damages, which represents the amount the Company would be required to pay after
taking into account prepayments made by the Company. The Company challenged the
validity of this decision in the Mexican courts, and, in November of 2004, Civil
Judge 63 of the Federal District Superior Court of Justice set aside the
arbitration award. The decision of Civil Judge 63 is currently being contested
in an amparo proceeding before District Judge 6 of Civil Matters. If District
Judge 6 overturns Civil Judge 63's decision, Infored and Mr. Gutierrez Vivo
would likely prevail in the recognition and execution proceeding they brought in
front of Civil Judge 31 of the Federal District Superior Court of Justice. If
this occurs, it is likely that the Company will not have sufficient financial
resources to pay the arbitration award unless it is able to obtain additional
financing.
In March 2004, the Company replaced its Infored-produced programming,
including Monitor, with similar programming that the Company produces.
In addition, the Company and its subsidiary Desarrollos Empresariales,
S.A. de C.V., along with four minority shareholders, have filed two lawsuits
against Mr. Gutierrez Vivo and Maria Ivonne Gutierrez Vivo before Civil Judge 11
of the Federal District Superior Court of Justice. The lawsuits seek rescission
of the stock purchase agreement entered into as an "accessory contract" to the
Infored Agreement. One case pertains to the shares of the licensee of the radio
station formerly known as XEJP-AM (now XENET-AM), while the other case pertains
to the shares of the licensee of the radio station formerly known as XEFAJ-AM
(now XEINFO-AM). Both proceedings are in the evidence submission stage.
The Company is involved in a variety of labor claims initiated by former
employees between 2000 and 2004 seeking an aggregate amount of approximately Ps.
47.8 million. The Company believes these claims to be without merit and is
defending its interests in these matters vigorously.
47
As of June 23, 2005, other than proceedings related to labor claims and
proceedings related to the arbitration with Infored described above, neither the
Company nor any of its subsidiaries is engaged in any material litigation or
arbitration, and no material litigation or claim is known to the Company to be
pending or threatened against the Company or any of its subsidiaries.
Dividend Policy
The table below sets forth each of the dividends paid by the Company
during the period 2000-2004, together with per-Series A Share (in nominal pesos
and U.S. dollars) and per-ADS amounts translated into U.S. dollars at the
exchange rate in effect on each of the respective payment dates.
FISCAL YEAR DIVIDEND PER
WITH RESPECT AGGREGATE AMOUNT SERIES A SHARE DIVIDEND PER DIVIDEND PER ADS
TO WHICH OF DIVIDEND PAID (Nominal SERIES A SHARE (U.S.dollars)
DATE DIVIDEND PAID DIVIDEND PAID(1) (Nominal Pesos) Pesos)(2) (U.S.dollars)(2) (2)(3)
-------------------- ---------------- ---------------- ---------------- ---------------- ----------------
March 3, 2000 ...... 1999 42,700,000 0.24 0.02 0.23
March 9, 2001 ...... 2000 115,000,000 0.70 0.07 0.65
August 22, 2003 .... 2002 55,000,000 0.34 0.03 0.28
----------
(1) The Company paid no dividends with respect to 2001 and 2003.
(2) Per Series A Share and ADS amounts calculated based on weighted average
number of shares outstanding during the year in which the dividend was
paid.
(3) Nominal peso amounts have been translated to U.S. dollar amounts at the
noon buying rate for pesos on the date of payment of the dividend, as
published by the Federal Reserve Bank of New York.
The amount of future dividends will depend upon Grupo Radio Centro's
operating results, financial condition and capital requirements and upon general
business conditions. The declaration, amount and payment of dividends are
determined by a majority vote of the holders of the Series A Shares, generally
upon the recommendation of the Company's Board of Directors. At the annual
shareholders meeting of April 22, 2005, no dividend was declared with respect to
2004. Depending on the Company's financial position and compliance with the
covenants in its loan agreement with Scotiabank Inverlat, the Company may
declare dividends in the future. See Item 10, "Additional
Information--Bylaws--Dividends."
ITEM 9. THE OFFER AND LISTING
Since July 1, 1993, the CPOs and the ADSs have been listed on the
Mexican Stock Exchange and the NYSE, respectively. The ADSs have been issued by
the Depositary. Each ADS represents nine CPOs. Each CPO represents a financial
interest in one Series A Share.
The CPOs were originally issued by Nacional Financiera, S.N.C.,
Institucion de Banca de Desarrollo, Direccion Fiduciaria ("Nafin") as trustee
for the trust (the "CPO Trust") created by the trust agreement, dated May 24,
1993, as amended, among the Old Controlling Trust and the Company, as grantors,
and Nafin as CPO trustee. At a general meeting of the Company's shareholders on
April 25, 2003 and a general meeting of the CPO holders on May 19, 2003, the
shareholders and CPO holders approved several amendments to the CPO Trust. On
June 27, 2003, the parties to the CPO Trust agreement entered into an amended
and restated CPO Trust agreement (the "Amended CPO Trust Agreement"), reflecting
those amendments, including the following:
48
. Nafin was replaced as the CPO trustee by GE Capital Bank, S.A.,
Institucion de Banca Multiple, GE Capital Grupo Financiero, Division
Fiduciaria, as successor trustee for the CPO Trust (the "CPO Trustee").
. The term of the CPO Trust was extended 20 years until June 29, 2023
(which term may be further extended).
. On June 30, 2003, all CPOs held by holders that qualified as Mexican
investors, as defined in the Company's bylaws (see Item 10, "Additional
Information--Bylaws--Limitations Affecting Non-Mexican Holders"), were
exchanged for Series A Shares held in the CPO Trust. As of June 30,
2003, qualifying Mexican investors held Series A Shares and no longer
held CPOs. Non-Mexican holders of CPOs as of June 30, 2003 continued to
hold CPOs and, as holders of CPOs, are not entitled to withdraw the
Series A Shares held in the CPO Trust.
In connection with the Amended CPO Trust, the Series A Shares commenced
trading on the Mexican Stock Exchange under the symbol "RCENTRO.A" on June 30,
2003. The Series A Share listing is deemed to include the CPOs, such that the
Series A Share trading line will reflect trading of both Series A Shares and
CPOs.
Holders of CPOs are able to sell their CPOs (i) to a non-Mexican
investor, in which event the non-Mexican investor would receive such CPOs, or
(ii) to a Mexican investor, in which event the Mexican investor would receive
the Series A Shares underlying such CPOs, directly or by keeping them deposited
at an account at Indeval, maintained by such investor or by an authorized
institution. Indeval or S.D. Indeval, S.A. de C.V., Institucion para el Deposito
de Valores is a privately-owned securities depositary that acts as a
clearinghouse for Mexican Stock Exchange transactions.
The 2003 amendments to the CPO Trust did not affect the rights or
interests of holders of ADSs.
PRICE HISTORY
The following table sets forth, for the periods indicated, the reported
high and low sale prices for the Series A Shares and the CPOs on the Mexican
Stock Exchange (on a nominal basis) and the reported high and low sale prices
for the ADSs on the NYSE.
MEXICAN NEW YORK
STOCK EXCHANGE STOCK EXCHANGE
----------------------- -----------------------
AMOUNTS PER SERIES A
SHARE AND PER CPO AMOUNTS PER ADS
(in nominal pesos) (in U.S. dollars)
----------------------- -----------------------
HIGH LOW HIGH LOW
---------- ---------- ---------- ----------
2000 ........................... 15.00 6.90 14.50 5.75
2001 ........................... 9.00 5.30 8.25 5.20
2002 ........................... 6.30 2.25 6.24 1.76
2003
First Quarter ................ 3.00 2.40 2.52 1.61
Second Quarter ............... 6.65 3.00 5.75 2.40
Third Quarter ................ 8.41 5.95 7.45 4.95
Fourth Quarter ............... 8.50 7.16 7.00 5.86
49
MEXICAN NEW YORK
STOCK EXCHANGE STOCK EXCHANGE
----------------------- -----------------------
AMOUNTS PER SERIES A
SHARE AND PER CPO AMOUNTS PER ADS
(in nominal pesos) (in U.S. dollars)
----------------------- -----------------------
HIGH LOW HIGH LOW
---------- ---------- ---------- ----------
2004
First Quarter ................ 8.45 5.70 7.14 4.63
Second Quarter ............... 7.50 5.30 5.98 4.05
Third Quarter ................ 7.70 7.10 6.36 5.12
Fourth Quarter ............... 8.48 7.50 6.87 6.11
2005
First Quarter ................ 9.92 8.20 7.75 6.77
MOST RECENT SIX MONTHS
December 2004 ................ 8.24 7.90 6.87 6.50
January 2005 ................. 8.20 8.20 7.60 6.77
February 2005 ................ 8.20 8.20 7.70 7.20
March 2005 ................... 9.92 8.20 7.75 7.50
April 2005 ................... 9.30 9.30 7.50 6.45
May 2005 ..................... 9.30 8.08 7.14 6.50
June 2005 (through June 23) .. 8.65 8.65 7.39 6.95
TRADING ON THE MEXICAN STOCK EXCHANGE
The Mexican Stock Exchange, located in Mexico City, is the only stock
exchange in Mexico. Founded in 1907, it is organized as a corporation whose
shares are held by brokerage firms that are exclusively authorized to trade on
the Exchange. Trading on the Mexican Stock Exchange takes place through the
Sentra, an automated system; the Exchange's opening and closing times are fixed
so that the Exchange's trading day coincides with the trading day of the NYSE.
The Mexican Stock Exchange operates a system of automatic suspension of trading
in shares of a particular issuer as a means of controlling excessive price
volatility, but under current regulations this system does not apply to
securities, such as the CPOs, that are directly or indirectly (for example,
through ADSs) quoted on a stock exchange (including, for these purposes, the
NYSE) outside Mexico.
Settlement is effected two business days after a share transaction on
the Mexican Stock Exchange. Deferred settlement, even by mutual agreement, is
not permitted without the approval of the CNBV. Most securities traded on the
Mexican Stock Exchange, including those of Grupo Radio Centro, are on deposit
with Indeval.
ITEM 10. ADDITIONAL INFORMATION
BYLAWS
Set forth below is certain information concerning the Company's capital
stock and a brief summary of certain significant provisions of the Company's
bylaws and Mexican law. This description does not purport to be complete and is
qualified by reference to the bylaws of the Company, which have been filed as an
exhibit to this Annual Report, and Mexican law. For a description of the
Company's bylaws relating to the Board of Directors, Executive Committee and
statutory auditors, see Item 6, "Directors, Senior Management and Employees."
50
The bylaws of the Company were amended on April 22, 2005 to provide,
among other things, that all the members of the Audit Committee must be
independent and that the Board of Directors is entitled to grant to the Audit
Committee any powers that it deems necessary or appropriate.
ORGANIZATION, REGISTER AND PURPOSE
The Company was incorporated on June 8, 1971, as a Mexican limited
liability stock company (sociedad anonima de capital variable) in accordance
with Chapter V of the Ley General de Sociedades Mercantiles (the "Mexican
Companies Law"). It was registered in the Public Registry of Commerce of Mexico
City on August 28, 1992 under number 20694.
The capital stock of the Company consists of Series A Shares. In
addition to Series A Shares, the bylaws permit the issuance, upon the approval
of the CNBV, of special series of shares with limited or no voting rights.
Additionally, the bylaws permit the Company to issue and sell debt securities
(certificados bursatiles).
VOTING RIGHTS
Each Series A Share entitles the holder thereof to one vote at any
meeting of the shareholders of the Company. Holders of CPOs are not entitled to
exercise the voting rights corresponding to the Series A Shares held in the CPO
Trust. Such voting rights are exercisable only by the CPO Trustee, which is
required to vote all such Series A Shares in the same manner as the holders of a
majority of the Series A Shares that are not held in the CPO Trust and that are
voted at a shareholders meeting. See "--Limitations Affecting Non-Mexican
Holders--Voting Rights."
SHAREHOLDERS MEETINGS
General shareholders meetings may be ordinary meetings or extraordinary
meetings. Extraordinary general meetings are those called to consider certain
matters specified in Article 182 of the Mexican Companies Law and the Company's
bylaws, including, principally, amendments of the bylaws, liquidation, and
merger and transformation from one form of company to another. In addition, the
Company's bylaws require an extraordinary general meeting to consider the
removal of the Company's capital stock from listing on the Mexican Stock
Exchange or any foreign stock exchange. General meetings called to consider all
other matters are ordinary meetings, which are held at least once each year.
An ordinary general meeting of the holders of Series A Shares must be
held at least once each year to consider the approval of the financial
statements of the Company and certain of its subsidiaries for the preceding
fiscal year, to elect directors for holders of Series A Shares (all of whom are
elected annually for terms of one year), statutory auditors and members of the
Executive Committee, to determine the allocation of the profits or losses of the
preceding year and to consider approval of the report on the Company's
repurchase and sale of shares and the report on the actions of the Audit
Committee.
The quorum for an ordinary general meeting of the Series A Shares in
first call is 50% of such shares, and action may be taken by a majority of the
Series A Shares present. If a quorum is not available, a second meeting may be
called at which action may be taken by a majority of the Series A Shares
present, regardless of the number of such shares. The quorum for an
extraordinary general meeting is 75% of the Series A Shares. If a quorum is not
available, a second meeting may be called, provided that at least 50% of the
Series A Shares entitled to vote are present. Actions at an extraordinary
general meeting may be taken by a 50% vote of all outstanding Series A Shares on
first and successive calls.
51
Shareholders meetings may be called by the Board of Directors, the
statutory auditors or a court. The Board of Directors or the statutory auditors
may be required to call a meeting of the shareholders by the holders of 33% of
the Series A Shares. Additionally, holders of shares, with full or limited
voting rights, representing 10% of the capital stock of the Company may require
the Board of Directors or the statutory auditors to call shareholders meetings
and, in the event that such holders do not have sufficient information on the
matters to be voted on, request postponements of shareholders meetings. Notice
of meetings must be published in the Diario Oficial de la Federacion or a
newspaper of general circulation in Mexico City at least 15 days prior to the
meeting. In order to attend a meeting, shareholders must deposit their Series A
Shares with the Company's Secretary at its office in Mexico City or any
appointed registrar, or submit certificates evidencing a deposit with Indeval.
If entitled to attend the meeting, a shareholder may be represented by proxy.
The directors and statutory auditors of the Company may not act as proxies.
Holders of the Company's shares, with full or limited voting rights,
representing 20% of the capital stock of the Company have the right to seek
judicial remedies to block any actions taken by the shareholders with respect to
which such holders have the right to vote. Holders of CPOs and ADSs representing
CPOs are not entitled to call shareholders meetings or seek judicial remedies to
block actions taken by the shareholders.
DIVIDENDS
At the annual ordinary general meeting of holders of Series A Shares,
the Board of Directors submits the financial statements of the Company for the
previous fiscal year, together with a report thereon by the Board, to the
holders of Series A Shares for approval. The holders of Series A Shares, once
they have approved the financial statements, determine the allocation of the
Company's net profits for the preceding year. They are required by law to
allocate at least 5% of such net profits to a legal reserve, which is not
thereafter available for distribution except as a stock dividend, until the
amount of the legal reserve equals 20% of the Company's historical capital stock
(before effect of restatement). See Note 19 to the Consolidated Financial
Statements. Thereafter, the shareholders may determine and allocate a certain
percentage of net profits to any special reserve, including a reserve for
open-market purchases of the Company's Series A Shares. The remainder of net
profits is available for distribution. All Series A Shares outstanding and fully
paid at the time a dividend or other distribution is declared are entitled to
share equally in such dividend or other distribution. Series A Shares that are
only partially paid participate in dividends or other distributions in the same
proportion that such Series A Shares have been paid at the time of the dividends
or other distributions.
LIQUIDATION
Upon liquidation of the Company, one or more liquidators may be
appointed to wind up its affairs. All fully paid and outstanding Series A Shares
will be entitled to participate equally in any distribution upon liquidation.
Series A Shares that are only partially paid participate in such distribution
upon liquidation in the proportion that they have been paid at the time of
liquidation.
PREEMPTIVE RIGHTS
Except as described below, in the event of a capital increase, a holder
of existing Series A Shares has a preferential right to subscribe for a
sufficient number of Series A Shares to maintain the holder's existing
proportionate holdings of Series A Shares. Shareholders will not have preemptive
rights to subscribe for Series A Shares issued (i) in connection with mergers,
(ii) on the conversion of convertible debentures or (iii) for placement in a
public offering, if an extraordinary general shareholders meeting called for
such purpose approved such issuance and waived preemptive rights in connection
therewith in accordance with the procedures specified in the Company's bylaws.
Preemptive rights must be exercised within 15 days following the publication of
notice of the capital increase in the Diario Oficial de la
52
Federacion. Under Mexican law, preemptive rights cannot be waived in advance and
cannot be represented by an instrument that is negotiable separately from the
corresponding share. Holders of CPOs or ADSs that are U.S. persons or located in
the United States will be unable to participate in the exercise of such
preemptive rights absent registration of the preemptive rights offering under
the Securities Act, which the Company is not obligated to do.
VARIABLE CAPITAL
Under the Company's bylaws and Mexican law, the Company's capital stock
must consist of fixed capital and may have, in addition, variable capital.
Shares of the Company's fixed capital stock are called Class I shares and shares
of the Company's variable capital stock are called Class II shares. The fixed
portion of the Company's capital stock may only be increased or decreased by
resolution of an extraordinary general meeting of shareholders, whereas the
variable portion of the Company's capital stock may be increased or decreased by
resolution of an ordinary or extraordinary general meeting of shareholders.
Increases and decreases in the variable portion of the capital stock must be
recorded in the Company's book of capital variations.
Currently, the Company's outstanding capital stock consists only of
fixed capital. In the event the Company should have any outstanding variable
capital, its outstanding shares will not be specifically assigned to the fixed
or variable portion.
LIMITATIONS AFFECTING NON-MEXICAN HOLDERS
Share Ownership
Ownership by non-Mexican investors of shares of Mexican enterprises is
regulated by the 1993 Ley de Inversion Extranjera (the "Foreign Investment
Law"), as amended, and the 1998 Reglamento de la Ley de Inversion Extranjera y
del Registro Nacional de Inversiones Extranjeras (the "Foreign Investment
Regulations") thereunder. The Ministry of Economy and the Comision Nacional de
Inversiones Extranjeras (the "Foreign Investment Commission") are responsible
for the administration of the Foreign Investment Law and the Foreign Investment
Regulations.
The Foreign Investment Law reserves certain economic activities
exclusively for the state and reserves certain other activities (such as radio
broadcasting) exclusively for Mexican individuals or Mexican corporations the
bylaws of which contain a prohibition on ownership by non-Mexicans of the
corporation's voting securities. However, the Foreign Investment Law allows
foreign investors to own non-voting securities, such as the CPOs, of companies
subject to foreign investment restrictions.
In addition to the limitations established by the Foreign Investment
Law, the Federal Radio and Television Law and the licenses granted by the SCT
provide restrictions on ownership by non-Mexicans of shares of Mexican
enterprises holding licenses for radio, such as those held by Grupo Radio
Centro.
In order to comply with these restrictions, the Company's bylaws limit
ownership of Series A Shares to qualifying Mexican investors. The Company,
however, has received approval from the Foreign Investments Commission to have
up to 73.5% of its capital stock represented by CPOs issued by the CPO Trust.
The CPOs do not have any restrictions on non-Mexican ownership, except that
foreign governments or their agencies may not own them. The foregoing
restriction does not prevent foreign state-owned enterprises organized as
separate entities with their own assets to own CPOs. Pursuant to the Amended CPO
Trust Agreement, the CPOs may be owned only by holders that do not qualify as
Mexican investors as defined in the Company's bylaws. A holder that acquires
CPOs in violation of the restrictions on Mexican ownership will have none of the
rights of a CPO holder with respect to those CPOs.
53
The Series A Shares may be owned only by holders that qualify as Mexican
investors as defined in the Company's bylaws. A holder that acquires Series A
Shares in violation of the restrictions on non-Mexican ownership will have none
of the rights of a shareholder with respect to those Series A Shares.
The Foreign Investment Law and Foreign Investment Regulations also
require that the Company register any foreign owner of its shares, or the
depositary with respect to ADSs or global depositary shares representing its
shares or ordinary participation certificates representing such shares, with the
Registro Nacional de Inversiones Extranjeras (National Registry of Foreign
Investment). A foreign owner of Series A Shares that has not been registered is
not entitled to vote such Series A Shares or to receive dividends with respect
to such Series A Shares. The Direccion General de Inversion Extranjera (General
Directorate of Foreign Investment) has informed Grupo Radio Centro that it is
not required to register any foreign owner of CPOs.
Voting Rights
Each Series A Share entitles the holder thereof to one vote at any
meeting of the shareholders of the Company. Holders of CPOs (and holders of ADSs
representing CPOs) are not entitled to exercise voting rights with respect to
the Series A Shares underlying such CPOs. Pursuant to the terms of the Amended
CPO Trust Agreement, the CPO Trustee votes the Series A Shares held in the CPO
Trust in the same manner as holders of a majority of the Series A Shares not
held in the CPO Trust and voted at the relevant shareholders meeting. The
Controlling Trusts hold a substantial majority of the Series A Shares not held
in the form of CPOs. As a result, the Controlling Trusts and, indirectly,
members of the Aguirre family have the power to elect a majority of the
directors of, and control, the Company. Additionally, holders of CPOs or ADSs
are not entitled to attend or to address the Company's shareholders meetings.
Rights of Appraisal
Whenever the shareholders approve a change of corporate purpose, change
of nationality or restructuring from one type of corporate form to another, any
shareholder who has voted against such change or restructuring has the right to
withdraw from the Company and receive the amount calculated as specified in
Mexican law attributable to its shares, provided such shareholder exercises its
right to withdraw during the 15-day period following the meeting at which such
change was approved. Because the CPO Trustee is required to vote the Shares held
in the CPO Trust in the same manner as the holders of a majority of the Series A
Shares that are not held in the CPO Trust and that are voted at the shareholders
meeting, under no circumstances will the Series A Shares underlying the CPOs be
voted against any such change and therefore appraisal rights will not be
available to holders of CPOs or ADSs.
Termination of the CPO Trust
The Amended CPO Trust Agreement and the CPOs issued under the public
deed evidencing the issuance of CPOs pursuant to the Amended CPO Trust Agreement
(which deed is registered with the Public Registry of Commerce of the Federal
District of Mexico) are scheduled to expire 20 years after the date of execution
of the Amended CPO Trust Agreement. The CPO Trust may be extended by the CPO
Trustee upon receipt six months prior to termination of written notice from the
CPO Technical Committee (as defined below). If no such notice is received, the
CPO Trustee will commence the procedure for the termination of the Amended CPO
Trust Agreement. At the time of such termination, the CPO Trustee will proceed
to sell the Series A Shares held in the CPO Trust and distribute the proceeds of
such sale to the holders of the CPOs on a pro rata basis in accordance with the
number of CPOs owned by each holder. Notwithstanding the foregoing, the Amended
CPO Trust Agreement cannot be terminated if any dividends or other distributions
previously received by the CPO Trustee remain unpaid to the CPO holders.
54
Upon the expiration of the Amended CPO Trust Agreement, subject to
obtaining the applicable authorizations from the Mexican government, the CPO
Trustee and any CPO holder may execute a new trust agreement with the same terms
as the Amended CPO Trust Agreement. There can be no assurance that a new trust
agreement will be executed.
Administration of the CPO Trust
Pursuant to the terms of the Amended CPO Trust Agreement, the CPO Trust
will continue to be administered by the CPO Trustee under the direction of a
technical committee. The technical committee of the CPO Trust (the "CPO
Technical Committee") consists of four members and their respective alternates.
Each of the following appoints one member: the Mexican National Foreign
Investment Commission, the Mexican Stock Exchange, the Mexican Association of
Securities Brokerage Firms, and the common representative of the CPO holders
(HSBC, S.A., Institucion de Banca Multiple, Grupo Financiero HSBC). Actions
taken by the CPO Technical Committee are required to be approved by a majority
of the members present at any meeting of such committee at which at least the
majority of the members are present.
OTHER PROVISIONS
Redemption
The Series A Shares are subject to redemption in connection with either
(i) a reduction of share capital or (ii) a redemption with retained earnings,
which, in either case, must be approved by the Company's shareholders at an
extraordinary shareholders meeting. The Series A Shares subject to any such
redemption would be selected by the Company by lot or, in the case of redemption
with retained earnings, by purchasing Series A Shares by means of a tender offer
conducted on the Mexican Stock Exchange, in accordance with the Mexican
Companies Law.
Purchase by the Company of its Shares
The Company generally may not repurchase its shares, subject to certain
exceptions. First, the Company may repurchase shares for cancellation with
distributable earnings pursuant to a decision of an extraordinary general
meeting of shareholders. Second, pursuant to judicial adjudication, the Company
may acquire the shares of a shareholder in satisfaction of a debt owed by such
shareholder to the Company. The Company must sell any shares acquired pursuant
to judicial adjudication within three months; otherwise, the Company's capital
stock will be reduced and such shares will be cancelled. Third, in accordance
with its bylaws, the Company is permitted to repurchase its own shares on the
Mexican Stock Exchange under certain circumstances with funds from a special
reserve created for such purpose. Shares repurchased by the Company may be held
by the Company only for a stated period of time. If, at the expiration of such
period, the shares have not been sold to investors, the capital stock must be
reduced proportionally. The maximum amount that may be authorized by the
shareholders to be spent by the Company for the repurchase of shares (see
"--Shareholders Meetings" above) may not exceed the sum of net income for the
prior year plus retained earnings.
55
Purchase of Shares by Subsidiaries of the Company
Subsidiaries or other entities controlled by the Company may not
purchase, directly or indirectly, shares of the Company, or shares of companies
that are majority shareholders of the Company or of subsidiaries of the Company.
Withdrawal Rights
In the event the Company should have any outstanding variable capital,
the outstanding variable portion of the Company's capital stock may be fully or
partially withdrawn by the shareholders. The minimum fixed portion of the
Company's capital stock (the "Minimum Capital") specified in the Company's
corporate charter cannot be withdrawn. A shareholder who wishes to effect a
total or partial withdrawal of its Series A Shares must notify the Company in an
authenticated written notice to that effect. If notice of withdrawal is received
prior to the last quarter of the fiscal year, the withdrawal becomes effective
at the end of the fiscal year in which the notice is given. Otherwise, the
withdrawal becomes effective at the end of the following fiscal year.
Reimbursement of withdrawn Series A Shares is made at the lower of (i)
95% of the average Series A Share price quoted on the Mexican Stock Exchange,
taking into account the trading volume during the 30 days prior to the date on
which the withdrawal becomes effective for a period up to six months; and (ii)
the book value per share as calculated from the Company's financial statements
(as approved at the annual ordinary general meeting of shareholders) for the
fiscal year immediately preceding that in which withdrawal becomes effective. In
the event that the period in which the shares were traded is less than 30 days,
the actual number of days in which the shares were traded will be taken into
account. If the shares are not traded during such period, the book value of the
shares will be used. Any such amount to be paid by the Company becomes due on
the day following the annual ordinary general meeting of shareholders referred
to in clause (ii) above.
Because the Minimum Capital cannot be withdrawn, requests for
withdrawals are satisfied only to the extent of the available variable capital
and in the order in which they are received; requests which are received
simultaneously are fulfilled pro rata to the extent of the available variable
capital. Currently, all Series A Shares of the Company constitute Minimum
Capital.
Conflict of Interest
A shareholder that votes on a business transaction in which its interest
conflicts with that of the Company may be liable for damages, but only if the
transaction would not have been approved without its vote.
Actions Against Directors
Actions for civil liabilities against directors may be initiated by
resolution passed at a general ordinary shareholders meeting. In the event the
shareholders decide to bring such action, the directors against whom such action
is to be brought immediately cease to be directors. Shareholders representing
not less than 33% of the outstanding Series A Shares may directly bring such
action against directors, provided that (i) such shareholders did not vote in
favor of abstaining from such action at a relevant shareholders meeting and (ii)
the claim covers all damages allegedly suffered by the Company and not only by
such shareholders. Shareholders representing 15% of capital stock of the Company
have the right to directly bring actions for civil liabilities against
directors, statutory auditors and members of the Audit Committee in their
capacity as such. Any recovery of damages with respect to actions for civil
liabilities against directors will be for the benefit of the Company and not for
the shareholders bringing such actions.
56
Obligations of Majority Shareholders
In compliance with CNBV regulations, the Company's bylaws include a
provision whereby the shareholders holding the majority of the voting shares or
having the power to control decisions in the general shareholders meeting or
appoint the majority of the Board of Directors (the "Controlling Shareholders")
will be required to make a public offer to purchase all outstanding shares in
case the Company requests cancellation of the registration of its securities
with the Registro Nacional de Valores (National Registry of Securities and or
"RNV") or such registry is cancelled by the CNBV. If the Controlling
Shareholders make such a purchase offer but do not acquire 100% of the shares of
the Company's capital stock, then, prior to cancellation of the registration of
its securities from the RNVI, the Company shall place in trust for a minimum of
six months an amount of funds necessary to acquire the remaining shares at the
purchase offer price.
According to the bylaws of the Company, the price of the offer must be
at least the higher of (i) the average trading price during the previous 30 days
on which the shares may have been quoted for a period up to six months prior to
the effective date of the offer, or (ii) the book value of the shares in
accordance with the most recent quarterly report submitted to the CNBV and to
the Mexican Stock Exchange.
The trade value in the Mexican Stock Exchange shall be the average price
for the volume of operations that have been carried out during the last 30 days
in which the shares of the issuer have been traded, prior to the date of the
offer during a period that cannot exceed six months. In the event that the
period in which the shares were traded is less than 30 days, the actual number
of days in which the shares were traded will be taken into account. If the
shares are not traded within such period of time, the book value of the shares
will be used.
The Board of Directors of the Company must provide its opinion regarding
the price of the public offer within the five business days prior to the
commencement of the offer, taking into account the interests of the minority
shareholders and the opinion of the Audit Committee. In case that the Board has
a conflict of interest, it shall present an opinion issued by an independent
expert appointed by the Audit Committee.
In the event that the Controlling Shareholders obtain the consent of the
shareholders representing 95% of the capital stock of the Company by means of
resolution adopted at a shareholders meeting, and the price offered for the
shares is less than 300,000 investment units (as defined under Mexican law), it
will not be necessary that the Controlling Shareholders carry out a public offer
in the understanding that in order to the request of cancellation, the Company
shall place in trust for a minimum of six months an amount of funds necessary to
acquire the remaining shares at the same price of the offer.
Finally, the bylaws provide that the Controlling Shareholders may
request authorization from the CNBV to use a different basis for the
determination of the price provided that the Board of Directors presents a
recommendation to establish a different price, after taking into account the
opinion of the Audit Committee, together with the report of an independent
expert confirming that the price is consistent with article 16 of the Securities
Market Law.
Duration
The Company's existence under the bylaws continues until 2070.
57
Anti-Takeover Provisions
The bylaws contain certain provisions intended to delay or prevent a
takeover of the Company by any person or persons. The bylaws require the
approval of two-thirds of the members of the Board of Directors for (i) the
acquisition by any person or related persons, through one or more consecutive
transactions of any nature, of shares or other securities with full voting
rights representing 30% or more of the capital stock of the Company and (ii) the
entering into by any person or persons of any agreement or arrangement for the
exercise of voting rights in respect of 30% or more of the capital stock of the
Company.
Any acquisition of shares or other securities of the Company which has
not been approved by the Board of Directors as required will not be recorded in
the stock registry book of the Company, will not be acknowledged by the Company
and will not entitle the acquiring person to vote or exercise any other rights
in respect of the acquired shares or securities. Similarly, any person entering
into any voting agreement or arrangement which has not been approved by the
Board of Directors as required will not be entitled to exercise the relevant
voting rights whether in the general shareholders meeting or the Board of
Directors meetings. In the event of either an acquisition of shares or
securities of the Company or the entering into of a voting agreement or
arrangement without the required approval of the Board of Directors, the Board
of Directors will have the right to take certain actions including requiring the
acquirer of shares to sell such shares through a public offering, requiring such
acquirer to acquire all or part of the remaining shares of the Company, the
rescission of the acquisition of shares and the termination of such voting
agreement or arrangement.
To the extent that the Board of Directors has the right to approve any
acquisition of shares or other securities or any agreement for the exercise of
voting rights, the Board of Directors shall decide to approve such transaction
based on the following factors: (i) the nationality, moral and financial status
and other characteristics of the contemplated acquirer, (ii) the potential
advantages and disadvantages of the contemplated acquirer's participation in the
Company and (iii) the contemplated acquirer's experience in the radio
broadcasting industry.
The Chairman and the Secretary of the Board of Directors must be
notified, within five days, of any acquisition of shares or other securities or
the entering into of any voting agreements or arrangements involving 5% or more
of the capital stock of the Company.
MATERIAL CONTRACTS
The Company entered into a $35 million loan agreement with Banco
Inverlat, S.A. (now Scotiabank Inverlat, S.A.) on October 30, 2000 and amended
the agreement on April 17, 2001. On December 10, 2002, the Company amended the
loan agreement and converted 100% of the indebtedness from U.S. dollars to
Mexican pesos. On December 3, 2003, the Company amended the loan agreement to
increase the principal amount outstanding of the underlying loan by Ps. 50
million, to extend the loan's maturity to October 31, 2007 and to fix the annual
interest rate of the consolidated loan at 10.3%, which is contingent upon the
Company's compliance with a certain ratio of total liabilities to EBITDA as
defined in the amendment to the loan agreement. Failure to comply with such
ratio will result in incremental adjustments quarterly to the annual interest
rate as set forth in the amendment up to a maximum interest rate of 11.55%. The
consolidated loan has an aggregate principal amount of Ps. 141.5 million at June
16, 2005. See Item 5, "Operating and Financial Review and Prospects--Liquidity
and Capital Resources--Indebtedness--Scotiabank Inverlat Loan Agreement."
58
On September 7, 2004, the Company entered into an agreement to extend
the term of the Operating Agreement, dated as of December 14, 1998, between the
Company and Comercializadora Siete, S.A. de C.V., under which the Company
operates the radio station XHFO-FM. The agreement is scheduled to terminate on
January 2, 2009. See Note 8 to the Consolidated Financial Statements.
Other than the foregoing, the only material contracts entered into by
the Company in the two-year period prior to this filing have been entered into
in the ordinary course of business.
EXCHANGE CONTROLS
Mexico has had a free market for foreign exchange since 1991, and the
government has allowed the peso to float freely against the U.S. dollar since
December 1994. There can be no assurance that the government will maintain its
current foreign exchange policies. See Item 3, "Key Information--Exchange Rate
Information."
TAXATION
The following summary contains a description of the principal U.S.
federal income and Mexican federal tax consequences of the purchase, ownership
and disposition of CPOs or ADSs by a holder that is a citizen or resident of the
United States or a U.S. domestic corporation or that otherwise will be subject
to U.S. federal income tax on a net income basis in respect of the CPOs or ADSs
(a "U.S. holder"), but it does not purport to be a comprehensive description of
all of the tax considerations that may be relevant to an investment in CPOs or
ADSs. In particular, this summary deals only with U.S. holders that will hold
CPOs or ADSs as capital assets and does not address the tax treatment of U.S.
holders that are subject to special tax rules or that own or are treated as
owning 10% or more of the voting shares (including CPOs) of the Company. This
summary also includes a limited description of certain U.S. tax consequences
with respect to non-U.S. holders.
The summary is based upon tax laws of the United States and Mexico as in
effect on the date of this Annual Report, which are subject to change. Holders
of CPOs or ADSs should consult their own tax advisers as to the U.S., Mexican or
other tax consequences of the purchase, ownership and disposition of CPOs or
ADSs, including, in particular, the effect of any foreign, state or local tax
law.
In general, for U.S. federal tax purposes, and for purposes of the
Convention for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with Respect to Taxes on Income and the Protocols thereto (the "Tax
Treaty") between the United States and Mexico, entered into force on January 1,
1994, holders of CPOs or ADSs will be treated as the beneficial owners of the
Series A Shares represented by those CPOs or ADSs.
TAXATION OF DIVIDENDS
Mexican Tax Considerations
During 2005, there will be no Mexican income or withholding tax levied
on holders of the CPOs or ADSs who are non-residents of Mexico for tax purposes
(as described below) on dividends paid, either in cash or in any other form, by
the Company.
For purposes of Mexican taxation, an individual is considered to be a
resident of Mexico if he or she has established a home in Mexico. However, if
such individual has a home in a foreign country as well, he or she will be
considered a resident of Mexico if his or her center of vital interests is
located in Mexico. A Mexican citizen is presumed to be a resident of Mexico for
tax purposes unless such person can demonstrate otherwise. A legal entity is
considered to be a resident of Mexico if it has been incorporated under the laws
of Mexico or if its principal administrative office is located in Mexico.
59
U.S. Tax Considerations
The gross amount of any dividends paid with respect to the Series A
Shares represented by CPOs or ADSs, to the extent paid out of the Company's
current or accumulated earnings and profits, as determined for U.S. tax
purposes, generally will be includible in the gross income of a U.S. holder as
ordinary income on the day on which the dividends are received by the CPO
Trustee and will not be eligible for the dividends received deduction allowed to
corporations under the Internal Revenue Code of 1986, as amended. Dividends,
which will be paid in pesos, will be includible in the income of a U.S. holder
in a U.S. dollar amount calculated in general by reference to the exchange rate
in effect on the day they are received by the CPO Trustee. U.S. holders should
consult their own tax advisors regarding the treatment of foreign currency gain
or loss, if any, on any pesos received that are converted into U.S. dollars on a
date subsequent to the date of receipt by the CPO Trustee.
Subject to certain exceptions for short-term and hedged positions, the
U.S. dollar amount of dividends received by an individual prior to January 1,
2009 with respect to the ADSs will be subject to taxation at a maximum rate of
15% if the dividends are "qualified dividends." Dividends paid on the ADSs will
be treated as qualified dividends if (i) the ADSs are readily tradable on an
established securities market in the United States and (ii) the Company was not,
in the year prior to the year in which the dividend was paid, and is not, in the
year in which the dividend is paid, (a) a passive foreign investment company
("PFIC") or (b) for dividends paid prior to 2005 tax year, a foreign personal
holding company ("FPHC") or foreign investment company ("FIC"). The ADSs are
listed on the New York Stock Exchange, and will qualify as readily tradable on
an established securities market in the United States so long as they are so
listed. Based on the Company's audited financial statements and relevant market
and shareholder data, the Company believes that it was not treated as a PFIC,
FPHC or FIC for U.S. federal income tax purposes with respect to its 2004
taxable year. In addition, based on the Company's audited financial statements
and its current expectations regarding the value and nature of its assets, the
sources and nature of its income, and relevant market and shareholder data, the
Company does not anticipate becoming a PFIC for its 2005 taxable year. The U.S.
Treasury has announced its intention to promulgate rules pursuant to which
holders of ADSs or common stock and intermediaries though whom such securities
are held will be permitted to rely on certifications from issuers to establish
that dividends are treated as qualified dividends. Because such procedures have
not yet been issued, it is not clear whether the Company will be able to comply
with them. Holders of ADSs or CPOs should consult their own tax advisers
regarding the availability of the reduced dividend tax rate in the light of
their own particular circumstances.
A holder of CPOs or ADSs that is, with respect to the United States, a
foreign corporation or nonresident alien individual (a "non-U.S. holder")
generally will not be subject to U.S. federal income or withholding tax on
dividends received on CPOs or ADSs, unless such income is effectively connected
with the conduct by the non-U.S. holder of a trade or business in the United
States.
TAXATION OF CAPITAL GAINS
Mexican Tax Considerations
Gains on the sale or other disposition of ADSs by holders who are
non-residents of Mexico for tax purposes, will generally not be subject to
Mexican income or withholding tax. Deposits of CPOs in exchange for ADSs and
withdrawals of CPOs in exchange for ADSs will not give rise to any Mexican tax
or transfer duties.
60
Income generated on the sale of CPOs during 2005 by individuals or legal
entities who are non-residents of Mexico for tax purposes through the Mexican
Stock Exchange or any other stock exchange or securities market in Mexico that
is recognized by the Mexican Ministry of Finance, are generally exempt from
Mexican taxes. However, sales effected through a public offering must comply
with certain restrictions set forth in the Mexican Income Tax Law in order to
benefit from this exemption.
Notwithstanding the Mexican taxes on capital gains that could apply in
certain cases (as described above), capital gains realized on the disposition of
CPOs by a U.S. holder who is eligible for tax benefits under the Tax Treaty
generally will not be subject to Mexican tax, unless such gains are attributable
to a permanent establishment of such U.S. holder in Mexico or if the U.S. holder
owned, directly or indirectly, 25% or more of the issuer's capital stock within
the 12-month period preceding such sale or other disposition.
Exemption under the Tax Treaty requires that the U.S. holder appoints a
legal representative in Mexico for income tax purposes prior to the sale and
provides such a representative with a U.S. tax residence certificate issued by
the U.S. Internal Revenue Service. Additionally, the U.S. holder must file a
notice with the Mexican tax authorities within 30 days after the appointment has
been made.
Gains on sales or other dispositions of CPOs made in circumstances other
than those described above, generally would be subject to Mexican tax,
regardless of the nationality or residence of the transferor.
U.S. Tax Considerations
Gain or loss realized by a U.S. holder on the sale or other disposition
of CPOs or ADSs will be subject to U.S. federal income taxation as capital gain
or loss in an amount equal to the difference between the amount realized on the
disposition and such U.S. holder's tax basis in the ADSs or the CPOs. Gain, if
any, realized by a U.S. holder on the sale or other disposition of CPOs or ADSs
generally will be treated as U.S. source income for U.S. foreign tax credit
purposes. Consequently, if a Mexican withholding tax is imposed on the sale or
disposition of CPOs or ADSs, a U.S. holder that does not receive significant
foreign source income from other sources may not be able to derive effective
U.S. foreign tax credit benefits in respect of these Mexican taxes. U.S. holders
should consult their own tax advisors regarding the application of the foreign
tax credit rules to their investment in, and disposition of, CPOs or ADSs.
Gain or loss realized by a U.S. holder on such sale, redemption or other
disposition generally will be long-term capital gain or loss if, at the time of
disposition, the CPOs or ADSs have been held for more than one year. The net
amount of long-term capital gain recognized by an individual holder is taxed at
a reduced rate.
Deposits and withdrawals of CPOs by U.S. holders in exchange for ADSs
will not result in the realization of gain or loss for U.S. federal income tax
purposes. Such an exchanging U.S. holder will have a tax basis in the securities
received equal to the basis such holder had in the exchanged securities. A U.S.
holder's holding period for securities received in such an exchange will include
the holding period such U.S. holder had in the securities prior to such
exchange.
A non-U.S. holder of CPOs or ADSs will not be subject to U.S. federal
income or withholding tax on gain realized on the sale of CPOs or ADSs, unless
(i) such gain is effectively connected with the conduct by the non-U.S. holder
of a trade or business in the United States or (ii) in the case of gain realized
by an individual non-U.S. holder, the non-U.S. holder is present in the United
States for 183 days or more in the taxable year of the sale and certain other
conditions are met.
61
OTHER MEXICAN TAXES
There are no inheritance, gift, succession or value added taxes
applicable to the ownership, transfer, exchange or disposition of CPOs or ADSs
by holders that are non-residents of Mexico for tax purposes. There are no
Mexican stamp, issue, registration or similar taxes or duties payable by holders
of CPOs or ADSs.
Unless it can be proved that the services were not utilized in Mexico,
commissions paid in brokerage transactions for the sale of CPOs on the Mexican
Stock Exchange are subject to a value added tax rate of 15%.
U.S. BACKUP WITHHOLDING TAX AND INFORMATION REPORTING REQUIREMENTS
In general, information reporting requirements will apply to payments by
a paying agent within the United States to a non-corporate (or other non-exempt)
U.S. holder of dividends in respect of the CPOs or ADSs or the proceeds received
on the sale or other disposition of the CPOs or ADSs, and a backup withholding
tax may apply to such amounts if the U.S. holder fails to provide an accurate
taxpayer identification number to the paying agent. Amounts withheld as backup
withholding tax will be creditable against the U.S. holder's U.S. federal income
tax liability, provided that the required information is furnished to the U.S.
Internal Revenue Service.
DOCUMENTS ON DISPLAY
Grupo Radio Centro is subject to the information requirements of the
Securities Exchange Act of 1934, as amended. In accordance with these
requirements, Grupo Radio Centro files reports, including annual reports on Form
20-F, and other information with the SEC. These materials, including this Annual
Report, and the exhibits thereto, may be inspected and copied at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20459.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-800-SEC-0330. Any materials filed by Grupo Radio Centro may
also be read and copied at the SEC's regional office at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. As a foreign private
issuer, Grupo Radio Centro has been required to make filings with the SEC by
electronic means since November 2002. Any filings the Company makes
electronically will be available to the public over the Internet at the SEC's
web site at http://www.sec.gov and Grupo Radio Centro's website at
www.radiocentro.com.mx. (This URL is intended to be an inactive textual
reference only. It is not intended to be an active hyperlink to our web site.
The information on our web site, which might be accessible through a hyperlink
resulting from this URL, is not and shall not be deemed to be, incorporated into
this Annual Report.)
62
Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in currency exchange
rates.
FOREIGN CURRENCY EXCHANGE RISK
The Company's principal foreign currency exchange risk involves changes
in the value of the peso relative to the U.S. dollar. Provided below is a
summary of the Company's net foreign currency exposure. For the year ended
December 31, 2004, the U.S. dollar-denominated assets represented bank deposits.
The U.S. dollar-denominated contingent liabilities in 2004 represented a
potential obligation in connection with the arbitration proceeding with Infored
described under Item 4, "Business Overview--Broadcasting Operations--Production
of Programming by Infored." See Notes 4, 10 and 14 to the Consolidated Financial
Statements.
AT DECEMBER 31, 2004
(in thousands)
--------------------
U.S. dollar-denominated assets..................................... $ 11
U.S. dollar-denominated contingent liabilities..................... (21,471)
--------------------
Net liability position including contingent liabilities.... $ (21,460)
Decreases in the value of the peso relative to the U.S. dollar will
increase the cost in pesos of the Company's foreign currency-denominated costs
and expenses and of any obligation of the Company with respect to any foreign
currency-denominated liabilities. A depreciation of the peso relative to the
U.S. dollar also will result in foreign exchange losses, as the peso value of
the Company's foreign currency-denominated contingent liability would increase.
The Company generally does not hedge or enter into derivative transactions with
respect to its foreign currency exposure.
Although the Company had no foreign-currency denominated indebtedness at
December 31, 2004, the Company's total foreign currency-denominated contingent
liabilities at such date amounted to $21.8 million in connection with the
Infored Arbitration Award. See Item 8, "Financial Information--Other Financial
Information--Legal and Arbitration Proceedings" and Note 10 to the Consolidated
Financial Statements. Additionally, a small portion of the Company's operating
expenses are payable in U.S. dollars.
A hypothetical and unfavorable 10% change in the currency exchange rate
would result in total additional operating expenses of approximately Ps. 3.1
million in 2004. A hypothetical and unfavorable 10% change in the currency
exchange rate on December 31, 2004 would have resulted in an estimated foreign
exchange loss of approximately Ps. 23.9 million for 2004, reflecting the
increased value in pesos of the Company's net foreign currency-denominated
liability position including contingent liabilities.
Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
63
PART II
Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
MATERIAL MODIFICATIONS TO SECURITY HOLDERS' RIGHTS
None.
USE OF PROCEEDS
Not applicable.
Item 15. CONTROLS AND PROCEDURES
We carried out an evaluation under the supervision and with the
participation of our management, including our chief executive officer and chief
financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of December 31, 2004. There are inherent
limitations to the effectiveness of any system of disclosure controls and
procedures, including the possibility of human error and the circumvention or
overriding of the controls and procedures. Accordingly, even effective
disclosure controls and procedures can only provide reasonable assurance of
achieving their control objectives. Based upon our evaluation, our chief
executive officer and chief financial officer concluded that the disclosure
controls and procedures, as of December 31, 2004, were effective to provide
reasonable assurance that information required to be disclosed in the reports we
file and submit under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported as and when required. There has
been no change in our internal control over financial reporting during 2004 that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Luis de la Fuente Baca
qualifies as an "audit committee financial expert" within the meaning of this
Item 16A.
Item 16B. CODE OF ETHICS
We have adopted a code of ethics, as defined in Item 16B of Form 20-F
under the Securities Exchange Act of 1934, as amended. Our code of ethics
applies to our chief executive officer, chief financial officer and principal
accounting officer or persons performing similar functions. Our code of ethics
is available on our website at www.radiocentro.com.mx. If we amend the
provisions of our code of ethics that apply to our chief executive officer,
chief financial officer, principal accounting officer or persons performing
similar functions, or if we grant any waiver of such provisions, we will
disclose such amendment or waiver on our website at the same address.
64
Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES
The following table sets forth the fees billed to us by our independent
registered public accounting firm, BDO Hernandez, Marron y Cia., SC, for the
fiscal years ended December 31, 2003 and 2004:
YEAR ENDED DECEMBER 31,
-------------------------
2003 2004
----------- -----------
(in thousands)
Audit fees................ Ps. 1,746 Ps. 2,067
Audit-related fees........ 0 0
Tax fees.................. 0 0
Other fees................ 0 0
----------- -----------
Total fees......... Ps. 1,746 Ps. 2,067
Audit fees in the above table are the aggregate fees billed in
connection with the audit of our annual financial statements and the review of
our interim financial statements and statutory and regulatory audits.
AUDIT COMMITTEE APPROVAL POLICIES AND PROCEDURES
Our audit committee has not established pre-approval policies and
procedures for the engagement of our independent auditors for services. Our
audit committee expressly approves on a case-by-case basis any engagement of our
independent auditors for audit and non-audit services provided to our
subsidiaries or to us.
During 2004, no services were provided to our Company by our independent
registered public accounting firm pursuant to the de minimis exception to the
pre-approval requirement provided by paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X.
Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
65
Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
(d)
(c) Maximum # (or Approx.
Total # of Shares (or Dollar Value) of
(a) (b) Units) Purchased as Shares (or Units) that
Total # of Shares Average Price Part of Publicly May Yet Be Purchased
(or Units) Paid per Share Announced Plans or Under the Plans or
Period Purchased (a) (or Units) Programs Programs
------------------------------ ----------------- -------------- --------------------- ----------------------
Month # 1 -- -- -- --
(Jan. 1, 2004-Jan. 31, 2004)
Month # 2 -- -- -- --
(Feb. 1, 2004-Feb. 29, 2004)
Month # 3 110,000 Ps. 6.14 -- --
(Mar. 1, 2004-Mar. 31, 2004) Series A Shares
Month # 4 5,000 Ps. 5.98 -- --
(Apr. 1, 2004-Apr. 30, 2004) Series A Shares
Month # 5 -- -- -- --
(May 1, 2004-May 31, 2004)
Month # 6 -- -- -- --
(Jun. 1, 2004-Jun. 30, 2004)
Month # 7 -- -- -- --
(Jul. 1, 2004-Jul. 31, 2004)
Month # 8 900 Ps. 7.60 -- --
(Aug. 1, 2004-Aug. 31, 2004) Series A Shares
Month # 9 99,000 Ps. 7.62 -- --
(Sept. 1, 2004-Sept. 30, 2004) Series A Shares
Month # 10 27,000 Ps. 8.48 -- --
(Oct. 1, 2004-Oct. 31, 2004) Series A Shares
Month # 11 90,200 Ps. 8.08 -- --
(Nov. 1, 2004-Nov. 30, 2004) Series A Shares
Month # 12 25,500 Ps. 8.24 -- --
(Dec. 1, 2004-Dec. 31, 2004) Series A Shares
----------------- -------------- --------------------- ----------------------
Total 357,600 Ps. 7.37 -- --
Series A Shares
================= ============== ===================== ======================
(a) All of the Series A Shares purchased by the Company during 2004 were
purchased in open-market transactions on the Mexican Stock Exchange. None
of these purchases were made pursuant to a publicly announced share
repurchase plan or program.
PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
See pages F-1 through F-44, incorporated by reference herein.
66
ITEM 19. EXHIBITS
Documents filed as exhibits to this annual report:
(a) LIST OF FINANCIAL STATEMENTS
Consolidated Financial Statements of Grupo Radio Centro, S.A. de C.V. for the
Years Ended December 31, 2004, 2003 and 2002
Report of independent auditors......................................................................... F-1
Consolidated balance sheets as of December 31, 2004 and 2003........................................... F-3
Consolidated statements of operations for the years ended December 31, 2004, 2003 and 2002............. F-4
Consolidated statements of changes in shareholders' equity for the years ended
December 31, 2004, 2003 and 2002...................................................................... F-5
Consolidated statements of changes in financial position for the years ended
December 31, 2004, 2003 and 2002...................................................................... F-6
Notes to the consolidated financial statements as of and for the years ended December 31, 2004, 2003
and 2002.............................................................................................. F-7
All other supplemental schedules relating to the Company are omitted
because they are not required or because the required information, where
material, is contained in the Consolidated Financial Statements or Notes
thereto.
(b) LIST OF EXHIBITS
Charter (Escritura Constitutiva), together with an English translation(a).................................. 1.1
Amended and Restated Bylaws of Grupo Radio Centro, S.A. de C.V., dated April 22, 2005, filed as an English
translation(h)......................................................................................... 1.2
Deposit Agreement, dated June 30, 1993, among Grupo Radio Centro, S.A. de C.V., Citibank N.A. and holders
from time to time of American Depositary Receipts issued thereunder, including the form of American
Depositary Receipt(d).................................................................................. 2.1
Amended and Restated Controlling Trust Agreement, No. F/23020-1, dated April 24, 1992, with amendments
dated September 2, 1992, May 18, 1993 and September 14, 1993, between certain members of the Aguirre
family and Bancomer, S.A., as trustee, together with an English translation (b)........................ 3.1
Amended and Restated CPO Trust Agreement, dated as of June 27, 2003, between GE Capital Bank S.A.,
Institucion de Banca Multiple, GE Capital Grupo Financiero, as CPO Trustee, and Grupo Radio Centro,
S.A. de C.V., filed as an English translation(h)....................................................... 3.2
Trust Agreement, dated June 3, 1998, among certain principal shareholders of Grupo Radio Centro, S.A. de
C.V., together with an English translation(c).......................................................... 3.3
Amended and Restated Public Deed, dated as of June 27, 2003 (the "Amended and Restated CPO Deed"), filed as
an English translation(h).............................................................................. 4.1
67
Modifying Agreement, dated December 14, 1998, between Grupo Radio Centro, S.A. de C.V. and Comercializadora
Siete, S.A. de C.V., modifying Service Agreement, dated October 2, 1995 with respect to XHFO-FM,
together with an English translation(e)................................................................ 4.2
Modifying Agreement, dated June 29, 2001, between Grupo Radio Centro, S.A. de C.V. and Comercializadora
Siete, S.A. de C.V., modifying Service Agreement, dated October 2, 1995, with respect to XHFO-FM,
together with an English translation(g)................................................................ 4.3
Modifying Agreement, dated September 7, 2004, between Grupo Radio Centro, S.A. de C.V. and Comercializadora
Siete, S.A. de C.V., modifying Service Agreement, dated October 2, 1995 with respect to XHFO-FM, filed
as an English translation.............................................................................. 4.4
Programming Services Agreement, dated December 23, 1998, among Grupo Radio Centro, S.A. de C.V., Infored
and Jose Gutierrez Vivo, together with an English translation(e)....................................... 4.5
Loan Agreement, dated October 30, 2000, between Grupo Radio Centro, S.A. de C.V. and Banco Inverlat, S.A.,
(the "Loan Agreement"), together with an English translation(f)........................................ 4.6
Letter Agreement, dated April 17, 2001, between Grupo Radio Centro, S.A. de C.V. and Scotiabank Inverlat,
S.A. (formerly Banco Inverlat, S.A.), amending Loan Agreement, together with an English translation(f). 4.7
Waiver and Amendment Letter, dated June 19, 2002, executed by Scotiabank Inverlat and Grupo Radio Centro,
S.A. de C.V. in connection with the Loan Agreement(g).................................................. 4.8
Amendment, dated December 10, 2002, to the Loan Agreement, filed as an English translation(h).............. 4.9
Amendment, dated December 3, 2003, to the Loan Agreement, filed as an English translation(i)............... 4.10
Amendment, dated as of June 29, 2004, to the Loan Agreement, filed as an English translation(i)............ 4.11
Waiver Letter, dated March 31, 2005, executed by Scotiabank Inverlat, S.A. in connection with the Loan
Agreement, filed as an English translation............................................................. 4.12
Amendment, dated as of May 6, 2005, to the Loan Agreement, filed as an English translation................. 4.13
List of Subsidiaries of the Company(h)..................................................................... 8.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.................................... 12.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.................................... 12.2
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.................................... 13.1
----------
(a) Incorporated by reference to the Company's Registration Statement on Form
F-1 (Reg. No. 333-63878) filed on June 4, 1993.
(b) Incorporated by reference to the Company's Annual Report on Form 20-F
(Commission File No. 001-12090) filed on December 31, 1993.
(c) Incorporated by reference to the Company's Annual Report on Form 20-F
(Commission File No. 001-12090) filed on June 30, 1998.
(d) Incorporated by reference to the Company's Registration Statement on Form
F-6 (Reg. No. 333-8224) filed on January 16, 1998.
(e) Incorporated by reference to the Company's Annual Report on Form 20-F
(Commission File No. 001-12090) filed on June 30, 1999.
68
(f) Incorporated by reference to the Company's Annual Report on Form 20-F
(Commission File No. 001-12090) filed on May 9, 2001.
(g) Incorporated by reference to the Company's Annual Report on Form 20-F
(Commission File No. 001-12090) filed on June 24, 2002.
(h) Incorporated by reference to the Company's Annual Report on Form 20-F
(Commission File No. 001-12090) filed on June 30, 2003.
(i) Incorporated by reference to the Company's Annual Report on Form 20-F
(Commission File No. 001-12090) filed on July 1, 2004, as amended by amendment
filed on July 2, 2004.
69
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant certifies that it meets all the requirements for
filing on Form 20-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: June 29, 2005
GRUPO RADIO CENTRO, S.A. de C.V.
By: /s/ Pedro Beltran Nasr
----------------------------
Pedro Beltran Nasr
Chief Financial Officer
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
TOGETHER WITH
AUDITORS' REPORT
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
-----------
Report of independent auditors F-1 and F-2
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2004 and 2003 F-3
Consolidated Statements of Operations
for the years ended December 31, 2004, 2003 and 2002 F-4
Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 31, 2004, 2003, and 2002 F-5
Consolidated Statements of Changes in Financial Position
for the years ended December 31, 2004, 2003, and 2002 F-6
Notes to the Consolidated Financial Statements F-7 to F-44
REPORT OF INDEPENDENT AUDITORS
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
GRUPO RADIO CENTRO, S.A. DE C.V.
We have audited the accompanying consolidated balance sheets of Grupo Radio
Centro, S.A. de C.V. and subsidiaries (as defined in Note 1 to the consolidated
financial statements) as of December 31, 2004 and 2003, and the related
consolidated statements of operations, changes in shareholders' equity and
changes in financial position for each of the years in the three year period
ended December 31, 2004. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in Mexico and the standards of the Public Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Grupo Radio Centro,
S.A. de C.V. and subsidiaries at December 31, 2004 and 2003, and the
consolidated results of their operations, the changes in their shareholders'
equity and the changes in their financial position for each of the years in the
three year period ended December 31, 2004, in conformity with accounting
principles generally accepted in Mexico.
F-1
Accounting principles generally accepted in Mexico vary in certain significant
respects from accounting principles generally accepted in the United States of
America. The application of the latter would have affected the results from
operations for each of the years in the three year period ended December 31,
2004, and the shareholders' equity and changes in financial position as of
December 31, 2004 and 2003, to the extent summarized in Note 26 to the
accompanying consolidated financial statements.
These consolidated financial statements have been translated into English solely
for the convenience of readers of this language.
HERNANDEZ, MARRON Y CIA., S.C.
/s/ Bernardo Soto Penafiel
---------------------------
BERNARDO SOTO PENAFIEL, CPA
PARTNER
MEXICO CITY
FEBRUARY 14, 2005
F-2
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2004 AND 2003
(Unless otherwise specified, all amounts bearing the symbol "Ps" are expressed
in thousands of constant Mexican pesos with purchasing power as of
December 31, 2004.
Amounts bearing the symbol "US$" are expressed in thousands of
American dollars).
2004 2004 2003
-------------- -------------- --------------
(Note 2)
ASSETS
CURRENT:
Cash and temporary investments (Note 5) US$ 1,946 Ps 21,710 Ps 72,241
Accounts receivable:
Broadcasting, net of allowance for
doubtful accounts of Ps 7,411 for
2004 and Ps 7,796 for 2003 15,291 170,555 227,456
Other receivables (Note 7) 424 4,726 4,151
Income taxes recoverable 1,393 15,538 -
-------------- -------------- --------------
17,108 190,819 231,607
-------------- -------------- --------------
Guarantee deposits (Note 8) 52 576 7,274
Others prepaid expenses 1,112 12,399 9,972
-------------- -------------- --------------
Total current assets 20,218 225,504 321,094
-------------- -------------- --------------
NON CURRENT:
Accounts receivable for Broadcasting
Long-Term 2,183 24,347 -
Property and equipment, net (Notes 11) 43,836 488,950 494,283
Deferred charges, net (Note 12) 673 7,504 13,034
Excess cost over net book value of net
assets of subsidiaries, net (Note 13) 65,926 735,341 801,646
Guarantee deposits (Note 8) - - 606
Other assets 289 3,220 3,303
-------------- -------------- --------------
US$ 133,125 Ps 1,484,866 Ps 1,633,966
============== ============== ==============
LIABILITIES
CURRENT:
Notes payable (Note 14) US$ 5,076 Ps 56,618 Ps 59,557
Advances from customers (Note 15) 4,751 52,990 62,754
Suppliers and other accounts payable
(Note 16) 2,908 32,436 56,267
Taxes payable (Note 17) 1,722 19,209 27,403
Contingent liability (Note 10) 21,797 243,121 248,390
-------------- -------------- --------------
Total current liabilities 36,254 404,374 454,371
LONG-TERM:
Notes payable (Note 14) 10,152 113,237 178,672
Reserve for labor liabilities (Note 18) 2,268 25,296 27,818
Deferred taxes (Note 20) 3,287 36,664 28,787
-------------- -------------- --------------
Total liabilities 51,961 579,571 689,648
-------------- -------------- --------------
SHAREHOLDERS' EQUITY (Note 19):
Capital stock 101,028 1,126,862 1,127,478
Cumulative deficit (15,328) (170,974) (132,695)
Reserve for repurchase of shares 3,570 39,822 39,922
Surplus on restatement of capital 409 4,557 4,557
Cumulative effect on prior years of initial
recognition of deferred income taxes
(Note 20) (8,544) (95,300) (95,300)
Effects of labor liabilities (18) (200) (177)
-------------- -------------- --------------
Majority shareholders' equity 81,117 904,767 943,785
Minority interest 47 528 533
-------------- -------------- --------------
Total shareholders' equity 81,164 905,295 944,318
-------------- -------------- --------------
US$ 133,125 Ps 1,484,866 Ps 1,633,966
============== ============== ==============
The accompanying notes are an integral part of these consolidated
financial statements.
F-3
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(Unless otherwise specified, all amounts bearing the symbol "Ps" are expressed
in thousands of constant Mexican pesos with purchasing power as of
December 31, 2004.
Amounts bearing the symbol "US$" are expressed in thousands of
American dollars).
2004 2004 2003 2002
-------------- -------------- -------------- --------------
(Note 2)
BROADCASTING REVENUES US$ 49,454 Ps 551,608 Ps 867,913 Ps 776,704
Broadcasting expenses, excluding
depreciation and amortization 34,654 386,528 519,216 504,520
-------------- -------------- -------------- --------------
Broadcasting income 14,800 165,080 348,697 272,184
Depreciation and amortization 8,775 97,873 119,291 118,158
General and administrative corporate expenses
(Note 21) 1,871 20,872 63,307 49,346
-------------- -------------- -------------- --------------
Operating income 4,154 46,335 166,099 104,680
-------------- -------------- -------------- --------------
COMPREHENSIVE COST OF FINANCING
Interest expense 2,838 31,678 28,505 21,909
Interest income (50) (559) (1,023) (2,438)
Loss on foreign currency exchange,
net (Note 4) 227 2,533 6,798 46,004
(Gain) loss on net monetary position (1,387) (15,475) 326 (9,503)
-------------- -------------- -------------- --------------
1,628 18,177 34,606 55,972
-------------- -------------- -------------- --------------
Other expenses, net (Note 22) 4,188 46,715 69,407 55,212
-------------- -------------- -------------- --------------
(Loss) income before extraordinary
item and provisions (1,662) (18,557) 62,086 (6,504)
Extraordinary item (Note 10) - - 358,390 -
-------------- -------------- -------------- --------------
Loss before provisions (1,662) (18,557) (296,304) (6,504)
Benefit (provision) for income taxes and
employee profit sharing (Note 20) (1,769) (19,727) 37,750 8,893
-------------- -------------- -------------- --------------
Net (loss) income US$ (3,431) (38,284) Ps (258,554) Ps 2,389
============== ============== ============== ==============
NET (LOSS) INCOME APPLICABLE TO:
Majority interest US$ (3,431) Ps (38,279) Ps (258,559) Ps 2,374
Minority interest - (5) 5 15
-------------- -------------- -------------- --------------
US$ (3,431) (38,284) Ps (258,554) Ps 2,389
============== ============== ============== ==============
NET (LOSS) INCOME PER SHARE US$ (0.021) (0.235) Ps (1.589) Ps 0.013
============== ============== ============== ==============
The accompanying notes are an integral part of these consolidated
financial statements.
F-4
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(Unless otherwise specified, all amounts bearing the symbol "Ps" are expressed
in thousands of constant Mexican pesos with purchasing power as of
December 31, 2004.
Amounts bearing the symbol "US$" are expressed in thousands of
American dollars.)
CUMULATIVE
EFFECT ON
PRIOR YEARS OF
INITIAL
RETAINED RESERVE FOR SURPLUS ON RECOGNITION
CAPITAL EARNINGS REPURCHASE RESTATEMENT OF DEFERRED
STOCK (DEFICIT) OF SHARES OF CAPITAL INCOME TAXES
-------------- -------------- -------------- -------------- --------------
Balances as of December 31,
2001 (Note 19) Ps 1,135,007 Ps 182,852 Ps 37,991 Ps 4,473 Ps (94,328)
Repurchase of shares (7,212) - 2,004 - -
Recognition of Subsidiaries'
deferred income taxes - - - 84 (972)
Net income for the year - 2,389 - - -
Minority interest - (15) - - -
-------------- -------------- -------------- -------------- --------------
Balances as of December 31,
2002 (Note 19) 1,127,795 185,226 39,995 4,557 (95,300)
Repurchase of shares (317) - (73) - -
Effect of additional liability from
labor liabilities - - - - -
Dividends paid - (59,362) - - -
Net loss for the year - (258,554) - - -
Minority interest - (5) - - -
-------------- -------------- -------------- -------------- --------------
Balances as of December 31,
2003 (Note 19) 1,127,478 (132,695) 39,922 4,557 (95,300)
Repurchase of shares (616) - (100) - -
Effect of additional liability from
labor liabilities - - - - -
Net loss for the year - (38,284) - - -
Minority interest - 5 - - -
-------------- -------------- -------------- -------------- --------------
Balances as of December 31,
2004 (Note19) Ps 1,126,862 Ps (170,974) Ps 39,822 Ps 4,557 Ps (95,300)
============== ============== ============== ============== ==============
EFFECTS OF
LABOR MINORITY COMPREHENSIVE
LIABILITIES INTEREST TOTAL INCOME (LOSS)
-------------- -------------- -------------- --------------
Balances as of December 31,
2001 (Note 19) Ps - Ps 513 Ps 1,266,508 Ps 19,367
==============
Repurchase of shares - - (5,208) -
Recognition of Subsidiaries'
deferred income taxes - - (888) (888)
Net income for the year - - 2,389 2,389
Minority interest - 15 - -
-------------- -------------- -------------- --------------
Balances as of December 31,
2002 (Note 19) - 528 1,262,801 Ps 1,501
==============
Repurchase of shares - - (390) -
Effect of additional liability from
labor liabilities (177) - (177) (177)
Dividends paid - - (59,362) -
Net loss for the year - - (258,554) (258,554)
Minority interest - 5 - -
-------------- -------------- -------------- --------------
Balances as of December 31,
2003 (Note 19) (177) 533 944,318 Ps (258,731)
==============
Repurchase of shares - - (716) -
Effect of additional liability from
labor liabilities (23) - (23) (23)
Net loss for the year - - (38,284) (38,284)
Minority interest - (5) - -
-------------- -------------- -------------- --------------
Balances as of December 31,
2004 (Note 19) Ps (200) Ps 528 Ps 905,295 Ps (38,307)
============== ============== ============== ==============
The accompanying notes are an integral part of these consolidated
financial statements.
F-5
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(Unless otherwise specified, all amounts bearing the symbol "Ps" are expressed
in thousands of constant Mexican pesos with purchasing power as of
December 31, 2004.
Amounts bearing the symbol "US$" are expressed in thousands of
American dollars.)
2004 2004 2003 2002
-------------- -------------- -------------- --------------
OPERATING ACTIVITIES:
Net (loss) income for the year US$ (3,431) Ps (38,284) Ps (258,554) Ps 2,389
Increases (decreases) to income not
affecting resources:
Depreciation and amortization 2,830 31,568 35,649 40,362
Amortization of goodwill 5,945 66,305 83,642 77,796
Deferred income taxes 706 7,877 (59,566) (14,873)
Labor liabilities (Note 18) 473 5,275 5,572 5,573
Advance payments - - 124,318 17,594
Reduction in book value of buildings
held for sale (Note 11) (705) (7,852) 1,480 1,845
-------------- -------------- -------------- --------------
5,818 64,889 (67,459) 130,686
Net change in accounts receivable,
accounts payable and other (3,656) (40,781) 300,768 (88,385)
-------------- -------------- -------------- --------------
Resources provided by operating
activities 2,162 24,108 233,309 42,301
-------------- -------------- -------------- --------------
FINANCING ACTIVITIES:
Repurchase of shares (64) (716) (390) (5,208)
Repayments of bank loans (6,130) (68,374) (135,138) (62,389)
Dividends paid - - (59,362) -
-------------- -------------- -------------- --------------
Resources used in financing
activities (6,194) (69,090) (194,890) (67,597)
-------------- -------------- -------------- --------------
INVESTING ACTIVITIES:
Excluding the recognition of the effects
of inflation:
Equipment (1,153) (12,852) (9,178) (26,282)
Buildings held for sale - - - 17,540
Guarantee deposits 654 7,303 - -
-------------- -------------- -------------- --------------
Resources used in investing
activities (499) (5,549) (9,178) (8,742)
-------------- -------------- -------------- --------------
(Decrease) increase in cash and temporary
investments (4,531) (50,531) 29,241 (34,038)
Cash and temporary investments
at beginning of year 6,477 72,241 43,000 77,038
-------------- -------------- -------------- --------------
Cash and temporary investments
at end of year US$ 1,946 Ps 21,710 Ps 72,241 Ps 43,000
============== ============== ============== ==============
The accompanying notes are an integral part of these consolidated
financial statements.
F-6
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
(Unless otherwise specified, all amounts bearing the symbol "Ps" are
expressed in thousands of constant Mexican pesos with purchasing power as of
December 31, 2004. Amounts bearing the symbol "US$" are expressed in thousands
of American dollars).
NOTE 1 LINE OF BUSINESS AND COMPOSITION OF THE COMPANIES
Grupo Radio Centro, S.A. de C.V. ("Grupo Radio Centro" or "the
Company") was incorporated on June 8, 1971. Grupo Radio Centro is a Mexican
commercial broadcasting Company whose principal line of business is the
production and radio broadcasting of musical programs, news, interviews and
special events. Its revenues are derived primarily from the sale of commercial
airtime to advertising agencies and businesses. The Company also operates a
radio network in Mexico.
Grupo Radio Centro owns approximately 99.9% of most of its
subsidiaries, which comprise the following Companies:
COMPANIES NOTES 2004 2003 2002
--------------------------------------------------- --------- -------- -------- ---------
RADIO STATIONS:
XEQR, S.A. de C.V. X X X
XERC, S.A. de C.V. X X X
XEEST, S.A. de C.V. (a) X X X
XEQR-FM, S.A. de C.V. X X X
XERC-FM, S.A. de C.V. X X X
XEJP-FM, S.A. de C.V. X X X
XEDKR-AM, S.A. de C.V. X X X
XESTN-AM (b) X X X
Radio Red, S.A. de C.V. X X X
Radio Red-FM, S.A. de C.V. X X X
Estacion Alfa, S.A. de C.V. X X X
Emisora 1150, S.A. de C.V. (formerly XECMQ) X X X
Radio Sistema Mexicano, S.A. (c) X X X
MARKETING COMPANIES:
Grupo Radio Centro, S.A. de C.V. X X X
Radio Centro Publicidad, S.A. de C.V. X X X
GRC Publicidad, S.A. de C.V. X X X
GRC Medios, S.A. de C.V. (d) X X X
--------------------------------------------------------------------------------------------------
F-7
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
COMPANIES NOTES 2004 2003 2002
--------------------------------------------------- --------- -------- -------- ---------
SERVICE COMPANIES:
Promotora Tecnica de Servicios Profesionales,
S.A. de C.V. X X X
Publicidad y Promociones Internacionales,
S.A. de C.V. X X X
Promo Red, S.A. de C.V. X X X
REAL ESTATE COMPANIES:
Universal de Muebles e Inmuebles, S.A. de C.V. (e) X X X
Inmobiliaria Radio Centro, S.A. de C.V. (e) X X X
SUB-HOLDING COMPANIES:
Desarrollos Empresariales, S.A. de C.V. X X X
Radiodifusion Red, S.A. de C.V. X X X
Enlaces Troncales, S.A. de C.V. (f) X X X
NON-OPERATING COMPANIES:
Musica, Musica, Musica, S.A. de C.V. X X X
Promotora de Exitos, S.A. de C.V. X X X
Producciones Artisticas Internacionales,
S.A. de C.V. (g) X X X
INTERNET COMPANIES:
To2 Mexico, S.A. de C.V. (h) X X X
--------------------------------------------------------------------------------------------------
NOTES:
(a) Radio station managed and operated by Comercializadora Siete de Mexico,
S.A. de C.V.
(b) Radio station acquired by Radio Red, S.A. de C.V. on September 6, 2000 to
operate in Monterrey, Nuevo Leon.
(c) Subsidiary as of December 31, 2001 (see Note 23).
(d) Subsidiary as of April 2, 2001 (see Note 24).
(e) On July 8, 2000, Grupo Radio Centro established Trust N(degree) 151548,
with Banco Internacional, S.A., as trustee, to act as the real estate
administrator for Universal de Muebles e Inmuebles, S.A. de C.V. and
Inmobiliaria Radio Centro, S.A. de C.V., which acted as trust settlor and
beneficiary. On September 30, 2002 the Trust was terminated and
consequently the real estate is administered by the above-mentioned real
estate companies.
F-8
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
(f) Includes Palco Deportivo.Com, S.A. de C.V. and related companies, all of
which were merged into this subsidiary on October 1, 2001 (see Note 24).
(g) The subsidiary was incorporated as a result of the merger between Grupo
Radio Centro (the merging company) and Centraltena (the merged company).
(h) Subsidiary as of February 16, 2001 (see Note 24).
The Company's radio-station operations include the production and
broadcasting of musical programs, news, interviews, special events and
advertising in Mexico City's metropolitan area. They are based on limited-term
concessions, subject to renewal, granted by Mexico's Ministry of Communications
and Transportation ("SCT"). One of the station concessions granted to the
Company expired in October 2003 and one in November 2003. Nine expired in July
2004, one will expire in December 2007 and one in December 2012.
In November 2002, renewal applications for the two concessions that
expired in 2003, and in May and June 2003, renewal applications for the nine
concessions that expired in 2004, were submitted to the Ministry of
Communication and Transportation (Secretaria de Comunicaciones y Transportes).
Renewals of all these concessions were authorized in October and November 2004.
The Company's marketing companies are responsible for the programming
and sale of commercial airtime for broadcast by the Company's radio stations in
Mexico City's metropolitan area and, beginning in 1995, in the rest of Mexico.
The Company's service companies provide commercial, technical and
administrative personnel to the companies comprising Grupo Radio Centro.
The Company's real estate companies own the land and buildings where
the transmission facilities of the Company's radio stations and its commercial
companies are located, including the building where the head offices and studios
of Grupo Radio Centro and its subsidiaries are located.
The Company's non-operating companies were incorporated for the
purpose of developing new investment projects and are not currently active.
The Internet companies were acquired to explore the Company's
opportunities to distribute its content through the Internet. On October 1, 2002
the Internet companies To2 Mexico and Palco Deportivo ceased operations with
third parties. Since that date, the Company has only maintained operations with
affiliated companies.
F-9
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
In October 2001, the Company restructured itself to decrease the
number of holding companies and simplify management. This restructuring resulted
in transfers of shares and mergers among subsidiaries of the Company as follows:
* Desarrollos Empresariales, S.A. de C.V. acquired from Grupo Radio Centro, S.A.
de C.V. 99.99% of the shares of Radiodifusion Red, S.A. de C.V. and is the
surviving entity following mergers with each of the following subsidiaries:
. Mensajes Digitales, S.A. de C.V.
. Industrias Telecentro, S.A. de C.V.
* Enlaces Troncales, S.A. de C.V. acquired 99.99% of the shares of Promo Red,
S.A. de C.V. from Radiodifusion Red, S.A. de C.V. and is the surviving entity
following mergers with each of the following subsidiaries (see Note 13):
. Palco Deportivo.Com, S.A. de C.V.
. Palco Shop, S.A. de C.V.
. Palco Deportivo Multimedia, S.A. de C.V.
. Palco Deportivo Mexico, S.A. de C.V.
* Promo Red, S.A. de C.V. is the surviving entity following a merger with
Servicios Corporativos Palco, S.A. de C.V. (see Note 13).
* Radio Centro Publicidad, S.A. de C.V. is the surviving entity following
mergers with the following subsidiaries:
. Publicidad Mega, S.A. de C.V.
. Organizacion Impulsora de Radio, S.A. de C.V.
. Compania de Servicios Publicitarios, S.A. de C.V.
* GRC Medios, S.A. de C.V. is the surviving entity following a merger with
Expertopolis, S.A. de C.V. (acquired in June 2001).
NOTE 2 BASIS OF CONSOLIDATION AND PRESENTATION
The accompanying consolidated financial statements include the
accounts of Grupo Radio Centro and its subsidiaries, listed in Note 1, as of
December 31, 2004 and 2003, and the statements of operations, changes in
shareholders' equity and changes in financial position for the years ended
December 31, 2004, 2003 and 2002. All intercompany balances and transactions
have been eliminated in consolidation.
F-10
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
CONVENIENCE TRANSLATIONS:
The US dollar amounts (denoted by the symbol "US$") shown in the 2004
financial statements have been included solely for the convenience of the reader
and were translated at the rate of Ps 11.154/US$ 1.00, the noon buying rate of
Mexican pesos on December 31, 2004, as published by the Federal Reserve Bank of
New York. Such translation should not be construed as a representation that the
Mexican peso amounts have been or could be converted into US dollars at this or
any other rate.
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The most significant accounting policies followed by Grupo Radio
Centro in the preparation of its consolidated financial statements, are
summarized below:
a. RECOGNITION OF THE EFFECTS OF INFLATION:
- The consolidated financial statements have been prepared in accordance
with the guidelines set out in Bulletin B-10, "Recognition of the
Effects of Inflation on Financial Information," and its amendments,
issued by the Mexican Institute of Public Accountants. Therefore, the
consolidated financial statements for the years ended December 31,
2004, 2003 and 2002, are expressed in constant Mexican pesos with
purchasing power as of December 31, 2004, as determined by applying
factors derived from the National Consumer Price Index ("NCPI")
published by the Banco de Mexico.
2004 2003 2002
-------- -------- -------
Restatement factor using Mexican Inflation 1.0519 1.0398 1.057
- Capital stock, retained earnings (deficit), reserve for repurchase of
shares and cumulative effect on prior years of recognition of deferred
income tax include their restatement effects, determined by applying
factors derived from the NCPI from the date of their contribution or
generation of earnings (loss). These restatements reflect the reserves
required to maintain shareholders' equity accounts at constant levels.
F-11
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
- Surplus on restatement of capital represents the accumulated gain from
holding non-monetary assets. This gain represents the difference
between the value of non-monetary assets, recorded at acquisition cost
as compared to the value of the assets as restated using factors
derived from the NCPI.
- Comprehensive cost of financing consists of interest income and
expense, net foreign-exchange gains or losses and the gain or loss on
net monetary position.
- (Gain) loss on net monetary position represents the effects of
inflation, as measured by the NCPI, on the net monetary assets and
liabilities held during the year.
b. TEMPORARY INVESTMENTS:
Temporary investments are stated at cost, plus interest earned, which
does not exceed market value.
c. PROPERTY AND EQUIPMENT:
The Company recognizes the effects of inflation through adjustments in
general price levels by applying factors derived from the NCPI.
Related depreciation is calculated based on estimated useful lives of
assets both for acquisition costs and restatement increases.
During 2004, the Company recognized a gain relating to buildings held
for sale and amounting to Ps 7,852, and during 2003 and 2002,
impairment losses relating to buildings held for sale and amounting to
Ps 1,480 and Ps 1,845, respectively, were recognized in other expenses
in the accompanying statements of operations (see Note 22).
d. EXCESS COST OVER NET BOOK VALUE OF NET ASSETS OF SUBSIDIARIES:
Goodwill can be amortized over a period no greater than 20 years from
the date of acquisition. Amortization is calculated on the
straight-line method.
e. INCOME TAX ("IT"), BUSINESS ASSETS TAX ("BAT"), EMPLOYEES STATUTORY
PROFIT-SHARING ("ESPS") AND DEFERRED INCOME TAXES:
Provisions for IT, BAT and ESPS are recognized in the period incurred,
and the effects of deferred IT and ESPS are recognized in accordance
with Bulletin D-4, "Accounting Treatment of Income Tax, Business
Assets Tax and Employees Statutory Profit Sharing" ("Bulletin D-4").
Bulletin D-4 requires deferred IT to be determined by applying the
statutory income tax rate to the temporary differences between the
book value and tax value of assets and liabilities, when applicable
and subject to a recoverability analysis, tax loss carryforwards as
well as other recoverable taxes and tax credits.
F-12
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
Bulletin D-4 also requires the determination of the effect of deferred
ESPS that results from temporary differences that are of a
non-recurring nature arising from the reconciliation of the net income
of the period and the taxable income of the period. For the year 2004,
the Company did not have any non-recurring temporary differences, and
the effect recognized in 2003 was written off in the income statement.
Income taxes are computed based on the consolidated return basis and
employee profit sharing is computed on a separate return basis for
each entity in the consolidated group. The effect of a statutory
income tax rate change is recognized in the income statement of the
period in which the rate change officially occurs (see Note 20).
f. ADVANCES FROM CUSTOMERS:
Advances from customers are recognized as income when the
corresponding airtime is transmitted.
g. EMPLOYEE BENEFITS:
The costs related to benefits to which employees are entitled as a
result of seniority premiums and pension plans in the case of union
personnel, or by law or by Company grant, are recognized in the
results of operations on the basis of the present value of the
benefits determined under actuarial estimates, as services are
rendered. The amortization of unrecognized prior service cost, changes
in assumptions and adjustments based on experience that have not been
recognized, is based on the employee's estimated active service life.
Other benefits to which employees may be entitled, principally
severance benefits and vacations, are recognized as an expense in the
year in which they are paid.
The Company has established a pension plan for union personnel. The
Company has recorded a reserve for the estimated accrued seniority
premiums and pension benefits, the amount of which was determined
through actuarial estimates (see Note 18).
F-13
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
Other indemnities or compensation based on length of service, to
which, under the terms of Mexico's current Federal Labor Law,
employees may be entitled in the event of dismissal or death are
charged to income in the year in which they become payable.
h. EARNINGS (LOSS) PER SHARE:
Net income (loss) per share is computed on the basis of the weighted
average number of shares outstanding for the years ended December 31,
2004, 2003 and 2002.
i. TRANSACTIONS IN FOREIGN CURRENCIES:
Transactions in foreign currencies are recorded at the buying rate
published by the Banco de Mexico (Central Bank), which rate is
comparable to the Federal Reserve Bank of New York, on the dates on
which they are entered into and/or settled. Assets and liabilities in
foreign currencies are stated in Mexican pesos at the year-end closing
rates of exchange. Exchange differences are recorded directly in
results of operations.
j. RECOGNITION OF BROADCASTING INCOME:
Income is recognized when the corresponding airtime is broadcast.
k. BARTER TRANSACTIONS:
Grupo Radio Centro exchanges advertising time for products and
services. Broadcasting revenue and the related airtime cost in
connection with the barter of advertising time are recognized when the
advertising is aired, and the cost of the goods and services received
in such a barter transaction are recognized when the goods and
services are used. The Company estimates that the value of these
operations does not exceed market value.
l. USE OF ESTIMATES:
The preparation of financial statements requires management to make
estimates and assumptions that affect the recorded amounts of assets
and liabilities at the date of the financial statements and the
recognized amounts of revenues and expenses during the reported
periods. Actual results could differ from those estimates.
F-14
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
m. CONCENTRATION OF CREDIT RISK
Broadcasting Revenue:
The Company's principal source of revenue is generated from radio
broadcasting of advertising and promotions for its customers. Although
the Company has several large customer accounts, none comprised more
than 10% of the Company's total broadcasting revenue in 2004, 2003 and
2002.
n. REPURCHASE OF SHARES:
In accordance with Mexico's current Stock Market Law, the Company has
created a capital reserve from retained earnings, called "Reserve for
Repurchase of Shares", to be used to support trading of its shares.
Shares repurchased by the Company are treated as treasury shares.
Should these shares not be offered anew to the investing public within
one year, these shares must be canceled, thus resulting in a reduction
of common stock.
o. COMPREHENSIVE INCOME:
The Company follows the practice of recognizing "Comprehensive Income"
per the guidelines of Bulletin B-4, issued by the Mexican Institute of
Public Accountants, which sets out disclosure and presentation rules
concerning comprehensive income and its components.
The total comprehensive income presented in the statement of changes
in shareholders' equity, results from the performance of the Company
for the period ended December 31, 2004 and is included on the balance
sheet as part of shareholders' equity, pursuant to generally accepted
accounting principles in Mexico as net income (loss) plus deferred
income tax and any additional liability for retirement payments.
p. IMPAIRMENT OF LONG-LIVED ASSETS:
The Company tests goodwill and other long-lived assets for impairment
when events or changes indicate that the recorded book value of these
assets might not be recovered from the future cash flows they
generate. To test for impairment, the Company compares the book value
of goodwill and other long-lived assets with their expected future
cash flows, which are not discounted to present value. If the cash
flows of an asset are greater than or equal to the asset's book value,
there is no impairment charge. However, if these cash flows are less
than the asset's book value, the asset is considered impaired. To
determine the amount of impairment, which the Company recognizes in
its results for the year, the Company calculates the difference
between (i) the asset's cash flows, discounted to present value, which
the Company estimates the asset could generate in the future, and (ii)
the asset's book value.
The Company's impairment analysis reflected no impairment of its
goodwill and other long-lived assets at December 31, 2004.
F-15
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
NOTE 4 POSITION IN FOREIGN CURRENCIES
The consolidated balance sheets as of December 31, 2004 and 2003,
include the following assets and liabilities in thousands of US dollars, valued
at the closing year-end foreign exchange rates of Ps 11.2648/US$ 1.00 and Ps
11.236/US$ 1.00, respectively:
2004 2003
------------ ------------
Cash and marketable securities US$ 11 US$ 601
Liabilities (21,471) (21,016)
------------ ------------
Net liabilities US$ (21,460) US$ (20,415)
============ ============
The liabilities as of December 31, 2004 and 2003 include contingent
liabilities, including US $ 21,016, related to the Infored and Mr. Gutierrez
arbitration process (see Note 10).
At February 4, 2005, the foreign-exchange rate was Ps 11.1683/US$
1.00. The net book value of the Company's property and equipment denominated in
foreign currencies as of December 31, 2004 and 2003 was as follows:
2004 2003
------------ ------------
Transmission equipment US$ 2,436 US$ 1,776
Studio equipment 2,213 1,171
Helicopters 1,175 1,175
Other 769 402
------------ ------------
Net assets in US dollars US$ 6,593 US$ 4,524
============ ============
F-16
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
NOTE 5 CASH AND TEMPORARY INVESTMENTS
At December 31, 2004 and 2003, cash and temporary investments consisted of the
following:
2004 2003
------------ ------------
Cash Ps 3,596 Ps 1,484
Short-term investments, mainly at
fixed interest rates 18,114 70,757
------------ ------------
Ps 21,710 Ps 72,241
============ ============
Temporary investments as of December 31, 2004 and 2003 consisted
primarily of deposits at fixed interest rates and with maturities of less than
90 days. Grupo Radio Centro invests its temporary excess cash in such deposits.
NOTE 6 RELATED PARTIES
In the normal course of business, the Company purchases and sells
broadcast time or programming services to various other companies that are
related through common ownership. These purchases and sales are recorded at
rates not materially different from those charged to non-related entities for
these types of services.
The Company may also purchase assets or services from these related
parties. Grupo Radio Centro believes that the costs of such assets or services
do not exceed the prices that could be obtained from non-related entities.
The Company also provides certain services to affiliated companies on
terms that are more favorable than those available to non-related companies. The
Company does not believe that any such service arrangements with related parties
are material.
The Company also engages in various leasing or lending activities with
such related parties. The Company believes that the terms of such leasing or
lending arrangements do not significantly differ from the terms which could be
obtained from or charged to non-related companies.
F-17
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
During the years ended December 31, 2004, 2003 and 2002, the Company
conducted the following transactions with related parties:
2004 2003 2002
------------ ------------ ------------
INCOME:
Sale of airtime and services
rendered Ps 116 Ps 185 Ps 203
Sale of equipment 1,606 464 198
Building rent 290 290 289
Recovery of expenses - - 333
Other - 178 206
Sale of goods to Shareholders 1,317 3,854 3,047
EXPENSES:
Purchase of airtime and services
received (1,787) (2,013) (2,308)
Fees paid (1) (12,699) (10,536) (8,290)
(1) On January 5, 2000 the Company entered into a contract with an
entity owned by Francisco Aguirre Gomez, the president and a shareholder of the
Company. This entity provides promotional services to the Company. As of
December 31, 2004, 2003 and 2002, the Company incurred expenses for such
services under this contract totaling Ps 12,699 (historical amount), Ps 10,536
(Ps 10,016 historical amount) and Ps 8,290 (Ps 7,580 historical amount)
respectively.
During the years ended 2004, 2003 and 2002, the shareholders made
personal use of goods and services that the Company acquired from barter
operations for which they paid Ps 1,026, Ps 3,664 and Ps 2,897, respectively
(see (1) in Note 7).
NOTE 7 OTHER RECEIVABLES
At December 31, 2004 and 2003, the balances in other receivables consisted
of the following:
2004 2003
------------ ------------
Officers and employees Ps 3,240 Ps 3,003
Other (1) 1,486 1,148
------------ ------------
Ps 4,726 Ps 4,151
============ ============
(1) At December 31, 2004 and 2003, the amounts include Ps 842 and Ps
165, respectively, for receivables from shareholders.
F-18
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
NOTE 8 SERVICE AGREEMENTS
In order to manage the operations of XHFO-FM, S.A. de C.V. (the
"Station"), Desarrollos Empresariales, S.A. de C.V. ("DESA"), a wholly-owned
subsidiary of the Company entered into a Service Agreement on October 2, 1995
(the "Agreement") with the Station and with Comercializadora Siete de Mexico,
S.A. de C.V. ("Comercializadora"). Under the terms of the Agreement, DESA was
granted the right to sell the airtime of the Station in exchange for providing
operating and administrative services to Comercializadora and the Station.
On December 14, 1998, the Company entered into a Modifying Agreement
(the "First Modifying Agreement") renewing and modifying the Agreement with
Comercializadora and the Station. On December 30, 1998, a rights-ceding contract
was signed in which the Company replaced DESA, in order to continue the
operation of the Station by the Company beginning January 3, 1999 and for a term
of 24 months with an option in favor of the Company to extend the term 12 more
months. On December 15, 2000, the parties renewed the First Modifying Agreement,
and the First Modifying Agreement expired on December 31, 2001.
On June 29, 2001, the parties entered into a second Modifying
Agreement (the "Second Modifying Agreement") renewing and modifying the First
Modifying Agreement, which was effective January 3, 2002 for a term of 36
months, which expired on January 2, 2005. Under this agreement, the Company was
entitled to a monthly fee equal to Ps 166 plus US$ 207 from the total revenues
generated by the Station for providing operating and administrative services. On
July 17, 2001, the Company made a deposit of US$ 2,250 to guarantee its
compliance with this agreement, which deposit was to be refunded in monthly
installments over the 36-month term beginning January 3, 2002.
On September 7, 2004, the parties entered into a third Modifying
Agreement renewing and modifying the Second Modifying Agreement, effective
January 3, 2005 for a term of 48 months that expires on January 2, 2009. Under
this agreement, the Company is entitled to a monthly fee equal to US$ 284 from
the total revenues generated by the Station for providing operating and
administrative services. The deposit made by the Company in the original
Contract was reimbursed to the Company in 2005. This third Modifying Agreement
does not require any deposit.
F-19
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
NOTE 9 ACQUISITION OF RADIODIFUSION RED
Through a series of transactions effected in May 1995 and January
1996, the Company acquired from Corporacion Medcom, S.A. de C.V. all of the
outstanding capital stock of Radiodifusion Red. The purchase price consisted of
US$ 23,000 (Ps 146,308 historical amount) paid in May 1995 and a fixed payment
of Ps 241,610 (historical amount) and a contingent payment of Ps 80,500
(historical amount) paid in January 1996. The contingent payment was subject to
the attainment by the radio stations owned by Radiodifusion Red of certain
audience-share targets for each of the following five years.
For the years ended December 31, 1998, 1997 and 1996, the
audience-share targets were reached. Therefore, the Company was not entitled to
any refund of the contingent payment for those years. In December 1998, in
connection with the Company's programming-services agreement with Infored, S.A.
de C.V., ("Infored") and Jose Gutierrez Vivo ("Mr. Gutierrez") (see Note 10),
the Company surrendered its rights to any refund of the remaining contingent
payments for 2000 and 1999. The aggregate amount of Ps 80,500 corresponding to
the contingent payments was capitalized as part of the purchase price and
included in goodwill.
On September 30, 2001, the Company sold its shares of Radiodifusion
Red to DESA, a subsidiary of the Company. This sale resulted in a loss for tax
purposes of Ps 175,626 (Ps 159,805 historical amount) (see Note 20).
NOTE 10 INFORED PRODUCTION CONTRACT
On December 23, 1998, in order to continue collaborating in the
production of radio shows and to establish two new joint ventures, the Company
signed a new contract (the "Production Contract" or the "Infored Agreement")
with Infored, the producer at that time of the Monitor news and talk-show, and
Mr.Gutierrez, Monitor's host at that time, to provide the Company with exclusive
production services for news and special-event radio shows until June 30, 2015.
The Company committed to air these programs on XERED-AM and XHRED-FM and
affiliated radio stations.
The Production Contract, in addition to requiring the Company to
continue paying Infored for the cost of producing its shows, required the
Company to pay Infored an aggregate amount of approximately US$ 15,400. Of this
amount, US$ 4,400 and Ps 4,593 (Ps 4,003 historical amount) was paid upon
signing the Production Contract, US$ 4,000 was paid on January 31, 1999, and US$
7,000 was paid in eleven equal monthly payments starting February 28, 1999. The
aggregate amount of these advance payments is being amortized monthly in equal
amounts through June 2015. In addition, the Company paid Infored monthly
production fees based on the revenues derived from Monitor and the amount of
budgeted expenses, which generally reflected increases due to Mexico's inflation
rate, to cover Infored's radio programming operations. Between 2002 and 2004,
the Company covered these services on the basis of the last payment made in
2001.
F-20
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
The Company also transferred to Mr. Gutierrez two AM radio stations,
XEFAJ-AM, S.A. de C.V. and Emisora 1320, S.A. de C.V., at book value. The
Company continues rendering maintenance and transmission engineering services,
and leasing a broadcasting building, for these stations under separate
agreements.
On May 7, 2002, Mr. Gutierrez and Infored notified the Company that
they were initiating an arbitration proceeding pursuant to which they sought the
rescission of the Production Contract entered into on December 23, 1998 (see
Note 9) and damages, as well as payment of expenses and costs of the litigation.
On March 1, 2004 the International Chamber of Commerce ("ICC")
notified the Company that a final decision had been made in the arbitration
proceeding initiated in 2002 by Infored and Mr. Gutierrez. By a majority vote of
two of the three arbitrators, the ICC panel held that the Company had breached
the agreement with Infored and Mr. Gutierrez. As a result, the agreement has
been rescinded and Infored and Mr. Gutierrez together have been awarded Ps
248,390 (US$ 21,797) in damages, which represents the amount the Company would
be required to pay after taking into account the amounts prepaid by the Company
under the contract. Although the Company has appealed, a contingent liability
was recorded at December 31, 2003 and the prepayment, which at December 31, 2003
was Ps 110,000 (Ps 104,572 historical amount), was written off. The total amount
of the award was at Ps 358,390, which is presented in the consolidated statement
of operations as an extraordinary item.
The Company has discontinued news programming produced by Infored and
hosted by Mr. Gutierrez and now produces its news programming on its own.
On August 6, 2004, the Company challenged the effectiveness of this
decision before the Mexican courts and brought a proceeding to nullify the
arbitration award. On November 10, 2004, a Mexican judge declared the
arbitration decision nullified. Mr. Gutierrez and Infored, S.A. de C.V., have
initiated an amparo proceeding to contest this ruling. An amparo is a type of
proceeding used to challenge the legality of a decision under Mexican law. The
Company has not paid any portion of this award; the final resolution of the case
is still pending.
F-21
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
NOTE 11 PROPERTY AND EQUIPMENT
At December 31, 2004 and 2003, the balances in property and equipment
consisted of the following:
DEPRECIATION
2004 2003 (annual rate)
-------------- -------------- --------------
Buildings Ps 308,057 Ps 308,057 2.22%
Transmission equipment 121,241 119,737 11.87%
Studio equipment 125,153 120,257 15.94%
Office furniture and equipment 43,960 43,607 16.48%
Computer equipment 63,544 61,603 32.22%
Transportation equipment 35,214 34,497 28.30%
Helicopters 32,389 32,389 18.18%
Leasehold improvements 11,708 11,675 5.00%
-------------- --------------
741,266 731,822
Less- Accumulated depreciation (422,905) (400,638)
-------------- --------------
318,361 331,184
Land 133,854 133,854
Buildings held for sale, net 36,031 29,024
Equipment in transit 704 221
-------------- --------------
Ps 488,950 Ps 494,283
============== ==============
During 2004 and 2003, Inmobiliaria Radio Centro, S.A. de C.V. (see
Note 1e) rented to Maxcom part of the building in which the main executive
offices and studios of the Company are located. Rental income for 2004, 2003 and
2002 amounted to Ps 233, Ps 231 and Ps 229, respectively.
During the years ended December 31, 2004, 2003 and 2002, the Company
reviewed the realizable values of those buildings held for sale, and determined
that an increase was required in their book values for 2004 in the amount of Ps
7,852, and for the years 2003 and 2002 a reduction was required in the amounts
of Ps 1,480 and Ps 1,845, respectively. These amounts have been recognized in
other expenses, net in the accompanying statements of operations (see Note 22).
On September 10, 2002, the Company sold some of its obsolete fixed
assets for US$ 2,275, resulting in a gain on sale of Ps 9,508.
F-22
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
NOTE 12 DEFERRED CHARGES
At December 31, 2004 and 2003, deferred charges consisted of the
following:
2004 2003
-------------- --------------
Installation expenses Ps 8,670 Ps 9,337
Licenses and patents 3,191 1,077
Systems development projects - 5,888
-------------- --------------
11,861 16,302
Less -- Accumulated amortization (4,539) (10,653)
-------------- --------------
7,332 5,649
Labor liabilities (see Note 18):
Intangible assets 182 7,385
-------------- --------------
Ps 7,504 Ps 13,034
============== ==============
NOTE 13 EXCESS COST OVER NET BOOK VALUE OF NET ASSETS OF SUBSIDIARIES
The Company purchased 33% and 67% of the outstanding shares of
Radiodifusion Red on May 12, 1995 and January 9, 1996, respectively. On
September 30, 2001, Grupo Radio Centro sold these shares to DESA, one of its
subsidiaries. As a result of these purchases and sales, the Company recorded
excess cost over book value of net assets (or goodwill) amounting to Ps 446,795
(Ps 146,308 historical amount) and Ps 782,469 (Ps 313,101), respectively (see
Note 9), which is to be amortized over a period of 20 years beginning on the
date of acquisition.
On February 16, 2001, the Company acquired To2 Mexico, S.A. de C.V.
and recorded goodwill in the amount of Ps 17,184 (see Notes 1 and 24), which was
amortized over two years from the date of acquisition.
On December 31, 2001, the Company acquired Radio Sistema Mexicano,
S.A. de C.V. and recorded goodwill in the amount of Ps 52,654 (see Notes 1 and
23), which is being amortized over 20 years from the date of acquisition.
On March 14, 2001, the Company acquired Palco Deportivo.Com, S.A. de
C.V., Palco Shop, S.A. de C.V., Palco Deportivo Multimedia, S.A. de C.V. and
Palco Deportivo Mexico, S.A. de C.V. On October 1, 2001, these companies were
merged with Enlaces Troncales, S.A. de C.V. On March 14, 2001, the Company
acquired Servicios Corporativos Palco, S.A. de C.V., which was merged with Promo
Red, S.A. de C.V. on October 2, 2001 (see Notes 1 and 24). As a result of these
acquisitions the Company recorded goodwill in an aggregate amount of Ps 46,375
(Ps 38,715 historical amount), which is being amortized over 20 years from the
date of acquisition.
F-23
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
At December 31, 2004 and 2003, the Company had total goodwill of Ps
735,341 and Ps 801,646, respectively, which, except as otherwise noted above, is
being amortized over 20 years from the date of acquisition of the relevant
subsidiary.
NOTE 14 NOTES PAYABLE
At December 31, 2004 and 2003, notes payable consisted of the
following:
2004 2003
------------- -------------
SHORT-TERM:
Scotiabank Inverlat, S.A. Ps 56,618 Ps 59,557
LONG-TERM:
Scotiabank Inverlat, S.A. 113,237 178,672
------------- -------------
Ps 169,855 Ps 238,229
============= =============
The short-term and long-term notes payable represent payment
obligations under a loan agreement and related promissory note initially in the
amount of US$ 35,000, dated October 31, 2000.
The loan agreement contains covenants requiring the Company to
maintain certain financial ratios and to comply with other financial conditions
that, among other things, limit the Company's ability to incur additional
indebtedness, pay dividends, pledge or sell its assets and enter into certain
transactions with affiliates except those necessary in the normal course of its
operations. Scotiabank Inverlat agreed to amend the financial covenant requiring
that Company maintain a certain ratio of total liabilities to EBITDA (Earnings
Before Interest, Taxes, Depreciation and Amortization) to increase the ratio
permitted from the second quarter of 2002 through March 31, 2003. As a condition
to the granting of the waiver and the amendment, the Company agreed to convert
US$ 13,600 of the amount outstanding under the loan agreement from U.S. dollars
into Mexican pesos, to pay interest equal to the Mexican Interbank Equilibrium
Interest Rate (Tasa de Interes Interbancaria de Equilibrio or TIIE) plus 2.00%
on the converted portion of the loan and to not pay any dividends for so long as
the Company is not in compliance with any of the financial covenants in the loan
agreement as amended.
F-24
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
On December 10, 2002 the loan agreement was amended to convert the
denomination of the remaining US$ 23,300 of the outstanding balance from U.S.
dollars to Mexican pesos at a variable interest rate of TIIE + 2.00% to 3.25%,
depending on certain financial ratios. Principal payments are due semi-annually
beginning April 30, 2003 and interest payments are due quarterly.
On July 17, 2003, the loan agreement was further amended to extend the
term of payment from October 31, 2005 to October 31, 2007.
On December 3, 2003, a new amendment to the loan agreement was signed,
establishing an increase of Ps 50,000 (historical amount) in the principal
amount of the loan, an interest rate which is fixed between 10.30% and 11.55%
depending on the financial indicator of total liabilities to EBITDA, the payment
of principal every six months beginning April 30, 2004 and maturing on October
31, 2007 and the payment of interest quarterly.
On March 31, 2004, as a result of recognizing a provision for the
contingent liability due to the International Chamber of Commerce's award of
damages in the arbitration proceeding brought by Infored and Mr. Gutierrez, the
Company was not in compliance with the financial covenant to maintain a certain
ratio of total liabilities to EBITDA and total liabilities to total
shareholders' equity. The Company informed the bank of this situation and
requested a waiver of its non-compliance with certain of these financial ratios
(see Note 10). On June 15, 2004, the Company obtained a waiver from Scotiabank
Inverlat solely and exclusively for non-compliance with the financial covenant
to maintain a certain ratio of total liabilities to total shareholders' equity
reflected in the audited financial statements for 2003 and the internal
financial statements as of March 2004 as well as the maximum total liabilities
to EBITDA for the internal financial statements as of March 2004.
On June 29, 2004, the Company reached an agreement with Scotiabank
Inverlat in which the bank temporarily amended through December 31, 2004, the
financial ratios with which the Company had been in noncompliance, subject to
the condition that the Company refrain from paying any dividends.
On March 31, 2005, the Company obtained a waiver from Scotiabank
Inverlat of its non-compliance with the covenants of the loan agreement
requiring the Company to maintain a certain ratio of total liabilities to
EBITDA. In addition, the Company and Scotiabank Inverlat signed an amendment to
the Scotiabank Inverlat loan agreement on May 6, 2005 to increase the ratio of
total liabilities to EBITDA for all periods of the year ending December 31,
2005.
F-25
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
NOTE 15 ADVANCES FROM CUSTOMERS
Advances from customers amounted to Ps 52,990 and Ps 62,754 as of
December 31, 2004 and 2003, respectively, representing deposits from customers
for future advertising. These advances are recognized as income when the
corresponding air time is broadcast. For tax purposes, income is recognized when
the advances are received.
NOTE 16 SUPPLIERS AND OTHER ACCOUNTS PAYABLE
At December 31, 2004 and 2003, suppliers and other accounts payable
consisted of the following:
2004 2003
------------- -------------
Media and service suppliers Ps 19,466 Ps 45,154
Salaries and fees payable 8,252 6,844
Interest 2,965 1,909
Employee profit sharing 294 568
Other 1,459 1,792
------------- -------------
Ps 32,436 Ps 56,267
============= =============
NOTE 17 INCOME TAXES AND OTHER TAXES PAYABLE
At December 31, 2004 and 2003, income tax and other taxes payable were
comprised of the following:
2004 2003
------------- -------------
Taxes on wages and salaries Ps 4,942 Ps 5,305
Value-added tax 13,431 20,441
Income tax withheld from third
parties 836 1,657
------------- -------------
Ps 19,209 Ps 27,403
============= =============
NOTE 18 SENIORITY PREMIUMS AND PENSIONS
The Company maintains a reserve to cover seniority premiums and
pension plan liabilities. This reserve was determined through actuarial studies
using the projected unitary cost method, in accordance with Bulletin D-3, issued
by the Mexican Institute of Public Accountants.
F-26
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
The actuarial calculations as of December 31, 2004 and 2003, are
summarized below:
2004 2003
--------------------------------------------- -------------
SENIORITY
PREMIUM
AND
SENIORITY PENSION PENSION
PREMIUM PLAN TOTAL PLAN
------------- ------------- ------------- -------------
CHANGES IN PROJECTED-BENEFIT LIABILITIES
Projected-benefit liabilities at the
beginning of the year Ps 28,260 Ps 1,446 Ps 29,706 Ps 29,416
Service cost 1,698 84 1,782 1,849
Interest cost 901 57 958 986
Actuarial gain (5,229) (124) (5,353) (2,092)
Benefits paid (485) (30) (515) (451)
------------- ------------- ------------- -------------
Projected-benefit liabilities at the end
of the year Ps 25,145 Ps 1,433 Ps 26,578 Ps 29,708
============= ============= ============= =============
Assets of the plan Ps 0 Ps 0 Ps 0 Ps 0
============= ============= ============= =============
Benefit liabilities Ps (25,145) Ps (1,433) Ps (26,578) Ps (29,708)
Unrecognized net actuarial loss 0 0 0 242
Unrecognized prior service costs 1,214 334 1,548 9,255
------------- ------------- ------------- -------------
Net assets (liabilities) projected Ps (23,931) Ps (1,099) Ps (25,030) Ps (20,211)
============= ============= ============= =============
Accrued benefit obligation Ps 23,958 Ps 1,305 Ps 25,263 Ps 27,818
============= ============= ============= =============
Additional liability (seniority premiums) Ps - Ps 206 Ps 206 Ps 7,607
============= ============= ============= =============
Intangible assets (see Note 12) Ps - Ps 182 Ps 182 Ps 7,385
============= ============= ============= =============
Total labor liabilities Ps 23,991 Ps 1,305 Ps 25,296 Ps 27,818
============= ============= ============= =============
WEIGHTED-AVERAGE ASSUMPTIONS AT DECEMBER 31,
2004 2003
----------------------------- --------------
SENIORITY
SENIORITY PENSION PREMIUM AND
PREMIUM PLAN PENSION PLAN
------------- ------------- --------------
Discount rate (real rates) 4.00% 4.00% 4.00%
Increase in compensation rates (real rates) 1.00% 1.00% 1.00%
Amortization period of the transition liability
(years) - - 3.09 and 17.03
F-27
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
COMPONENTS OF NET COST OF BENEFITS FOR THE YEAR
2004 2003
--------------------------------------------- -------------
SENIORITY
PREMIUM
AND
SENIORITY PENSION PENSION
PREMIUM PLAN TOTAL PLAN
------------- ------------- ------------- -------------
Service cost Ps 1,698 Ps 84 Ps 1,782 Ps 1,849
Interest cost 901 57 958 986
Amortization of prior service cost 2,508 27 2,535 2,737
------------- ------------- ------------- -------------
Net cost for the year Ps 5,107 Ps 168 Ps 5,275 Ps 5,572
============= ============= ============= =============
NOTE 19 SHAREHOLDERS' EQUITY
The shareholders of the Company approved the following changes in the
Company's capital structure during 2004 and 2003:
DURING 2004:
Repurchased from the public market of 357,600 shares, representing
0.002% of outstanding shares for, Ps 716, as follows:
SHARES SHARES NET
MONTH REPURCHASED SOLD AMOUNT
---------------- ----------- ----------- ----------
March 110,000 - $ 700
April 5,000 - 31
August 900 - 7
September 99,000 - 767
October 27,000 99,900 (577)
November 90,200 117,200 (207)
December 25,500 25,500 (5)
----------- ----------- ----------
Total 357,600 242,600 $ 716
=========== =========== ==========
F-28
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
DURING 2003:
a) Payment of dividends totaling Ps 59,362 (Ps 55,000 historical
amount).
b) Repurchase from the public market of 57,000 shares, representing
0.03% of outstanding shares for, Ps 390 (Ps 360 historical
amount).
After the aforementioned changes, as of December 31, 2004, the capital
stock of the Company was comprised of 247,414,768 authorized common shares,
representing the minimum fixed capital with no withdrawal rights, of which
162,552,561 shares were outstanding and fully paid for and 84,862,207 shares
were treasury shares. Shares of stock may be owned only by Mexican investors.
Capital stock is represented by shares with no par value and valued as follows:
NUMBER OF
SHARES
----------------
Total authorized capital stock 247,414,768
Treasury shares (84,862,207)
----------------
Total outstanding capital stock 162,552,561
================
Fixed capital stock, subscribed to and paid for Ps 840,229
Increase from restatement to express in constant Mexican
pesos with purchasing power as of December 31, 2004 286,633
----------------
Ps 1,126,862
================
The changes in the number of outstanding shares as of the years ended December
31, 2003 and 2004, were as follows:
2004 2003
--------------- ---------------
Shares outstanding at the beginning of the year 162,667,561 162,724,561
=============== ===============
Shares outstanding at the end of the year 162,552,561 162,667,561
=============== ===============
Capital stock at the end of the year, expressed
in constant Mexican pesos with purchasing power
as of December 31, 2004 Ps 1,126,862 Ps 1,127,478
=============== ===============
F-29
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
Net income for the year is subject to a legal requirement that 5%
thereof be transferred to a legal reserve each year until the reserve equals 20%
of the capital stock. The legal reserve included as part of retained earnings as
of December 31, 2004 and 2003, was Ps 24,375.
If earnings for which no corporate tax has been paid are distributed,
the Company must pay corporate tax on such earnings upon the distribution of the
dividends (see discussion of CUFIN and CUFINRE in Note 20). In accordance with
Mexico's Income Tax Law, the statutory income tax rate was 34% for 2003, was 33%
for 2004 and will be 30% for 2005. The statutory income tax rate will then
decrease from 30% to 28% in the following two years such that it will be 29% for
2006 and 28% for 2007 and subsequent years.
NOTE 20 INCOME TAXES
Taxable income differs from accounting income due both to (i)
permanent differences, principal among which are the treatment of non-deductible
expenses (primarily for goodwill) and the reflection in the income statement of
the effects of inflation and (ii) timing differences affecting accounting and
taxable income in different periods.
A reconciliation of the statutory rate to the effective income tax
rate for the years ending December 31, 2004 and 2003 is as follows:
2004 2003
------------ ------------
Statutory tax rate (33.0)% (34.0)%
Recognition of the effects of inflation 8.09% 1.1%
Difference between the annual inflation adjustment and the
effects on net monetary position 80.1% 20.2%
Nondeductible expenses (primarily goodwill) 40.41% 15.8%
Utilization of tax loss carry forwards (31.6)% (17.0)%
Tax on assets 27.66% 1.2%
------------ ------------
Effective income tax rate 91.66% (12.7)%
============ ============
F-30
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
Provisions (benefit) for income tax and employee profit sharing for
the years ending December 31, 2004 and 2003 were as follows:
2004 2003
------------ ------------
Current income tax payable Ps 12,291 Ps 68,289
Tax on assets 5,129 3,682
Utilization of tax loss carryforwards (5,860) (50,618)
Deferred income tax (benefit) 5,451 (58,668)
------------ ------------
Total income tax (benefit) 17,011 (37,315)
------------ ------------
Current employee profit sharing 290 463
Deferred employee profit sharing 2,426 (898)
------------ ------------
Total employee profit sharing 2,716 (435)
------------ ------------
Total Ps 19,727 Ps (37,750)
============ ============
Beginning in 1999, determination of the consolidated income tax for
the Mexican companies took into account a maximum of 60% of the taxable income
or loss of each of the subsidiaries. In addition, commencing in 1999, the
taxable income of those subsidiaries that have tax loss carryforwards generated
before 1999 have been included in proportion to the Company's equity ownership
of such subsidiaries at the end of the period.
From 2002, in determining of the consolidated income tax for Mexican
companies, 60% of the taxable income from the controlling Company must be taken
into account unless the subsidiary has taxable income, in which case 100% will
have to be considered for the utilization of tax loss carryforwards accrued
before 2001.
The current income tax liability corresponds to the tax on 40% of the
taxable income of the subsidiaries that is not subject to consolidation for
income tax purposes and is excluded from any operating loss carryforward
benefits available at the consolidated level.
In accordance with Mexico's Income Tax Law, until December 31, 2004
the income tax rate was 34% for 2003, 33% for 2004 and will be 30% for 2005. The
income tax rate will then decrease from 30% to 28% for the next two years, such
that it will be 29% for 2006 and 28% for 2007 and subsequent years.
Grupo Radio Centro elected early to adopt the provisions of Bulletin
D-4, issued by the Mexican Institute of Public Accountants, which requires
recognizing the income tax effects of the differences in bases of assets and
liabilities between financial accounting and accounting for tax reporting
purposes.
F-31
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
Beginning December 31, 1998, Grupo Radio Centro has recognized the
effects of deferred taxes for certain timing differences expected to reverse
over a definite period of time. The Company's early adoption of Bulletin D-4
gave rise to the recognition of an additional net deferred tax expense of Ps
3,190 for the year ended December 31, 1999. The cumulative effect of adopting
Bulletin D-4 for years prior to December 31, 1998 resulted in the recognition of
additional deferred tax liabilities of Ps 94,265 (Ps 72,577 historical amount),
which is presented as a separate component in shareholders' equity. The effect
of deferred income tax from companies acquired subsequently was Ps (1,035), and
the cumulative effect as of December 31, 2004 stands at Ps (95,300).
The balance of deferred taxes as of December 31, 2004 and 2003,
consists of the following components:
2004 2003
------------ ------------
Effect of income tax:
Property and equipment Ps (77,822) Ps (80,889)
Tax on Assets 5,129 -
Advances from customers 15,898 20,709
Labor liabilities 7,441 13,376
Tax loss carryforwards 17,177 17,610
Other (1,985) 407
------------ ------------
(34,162) (28,787)
Less: Allowance for tax loss carryforwards (2,502) -
------------ ------------
Net deferred tax liability Ps (36,664) Ps (28,787)
============ ============
In accordance with Mexico's Income Tax Law, tax loss carryforwards are
subject to restatement for inflation and may be used to offset taxable income
over the ten years following their generation. The Company is authorized to
consolidate for tax purposes its subsidiary companies. As of December 31, 2004
the Company and its subsidiaries have consolidated 60% of their tax loss
carryforwards, in accordance with current Mexican Income Tax Law, as follows:
FISCAL
YEAR EXPIRATION
INCURRED AMOUNT YEAR
-------- ------------ ----------
2001 Ps 38,149 2011
2002 201 2012
------------
Ps 38,350
============
F-32
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
As of December 31, 2004, the Company and its subsidiaries have not
consolidated 40% of their tax loss carryforwards and have not consolidated the
tax loss carryforwards of the non-consolidated subsidiary, Radio Sistema
Mexicano, S.A. de C.V. As of December 31, 2004, the restated cumulative tax loss
carryforwards were as follows:
FISCAL
YEAR EXPIRATION
INCURRED AMOUNT YEAR
-------- ------------ ----------
1995 Ps 5,694 2005
1996 1,846 2006
1998 2,186 2008
1999 284 2009
2000 549 2010
2001 336 2011
2003 307 2013
2004 7,706 2014
------------
Ps 18,908
============
In accordance with Mexico's Income Tax Law, if, in any given year, the
Company pays an amount of tax on assets in excess of the amount of income tax
payable, this excess may be used to offset income taxes payable in excess of tax
on assets payable in any of the ten years following such year. As of December
31, 2004, the excess of tax on assets paid over income taxes payable was as
follows:
FISCAL
YEAR EXPIRATION
INCURRED AMOUNT YEAR
-------- ------------ ----------
1995 Ps 3,071 2005
1996 1,683 2006
1997 527 2007
2004 5,129 2010
------------
Ps 10,410
============
F-33
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
During 2004 and 2003, the Company utilized Ps 17,757 and Ps 148,876
(Ps 110,099 historical amount), respectively, of tax loss carryforwards on a
consolidated basis resulting from the period ended December 31, 2001.
During 2002, the Company utilized Ps 76,604 (historical amount) of tax
loss carryforwards from GRC Medios, S.A. de C.V. and Ps 99 (historical amount)
from Radio Sistema Mexicano, S.A. de C.V.
The net fiscal profit account for tax purposes (the "CUFIN")
represents the amount of accumulated earnings that may be distributed without
additional corporate tax charge to the Company. As of December 31, 2004, this
account amounted to Ps 235,884.
The reinvested net fiscal profit account for tax purposes (the
"CUFINRE") represents the amount of accumulated earnings that, when distributed,
will be subject to the payment of additional income tax by the Company (at rates
of approximately 5% multiplied by a factor of 1.5385 on amounts earned beginning
in 2000 and 3% multiplied by a factor of 1.5385 on amounts earned in 1999),
until such time as the total additional income tax equals 35% of the taxable
earnings corresponding to the year of generation. As of December 31, 2003 this
account amounted to Ps 0.
As of December 31, 2004, capital stock, restated for tax purposes,
which constituted the capital contributions account, amounted to Ps 1,149,278.
NOTE 21 PROVISIONS FOR SENIOR MANAGEMENT BONUSES
The Company has a policy of awarding bonuses to its senior executives
based on, among other factors, the results of the Company's annual operations
and individual performance. For the year ended December 31, 2003, provisions for
senior management bonuses were Ps 6,306 and were recorded in general corporate
and administrative expenses. For the years ended December 31, 2004 and 2002, no
provisions for senior management bonuses were approved.
F-34
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
NOTE 22 OTHER EXPENSES, NET
The components of other expenses, net, during the years ended December
31, 2004, 2003 and 2002 were as follows:
2004 2003 2002
-------------- -------------- --------------
INCOME:
Other Ps 562 Ps 1,458 Ps 4,920
Increase in book value of buildings held for sale
(see Note 11) 7,852 - -
Sale of surplus broadcasting supplies and
recovery of expenses 4,468 187 2,015
Leasing and maintenance of properties 297 290 289
Sale of equipment - - 7,412
-------------- --------------- ---------------
Total other income 13,179 1,935 14,636
-------------- --------------- ---------------
EXPENSES:
Fees to Executive Committee (18,215) (17,899) (16,695)
Maintenance and leasing costs (9,924) (11,559) (11,319)
Arbitration costs (c) (18,536) (10,858) (6,539)
Compliance with securities regulations and
corporate restructuring expenses (6,737) (9,871) (7,184)
Other (4,675) (4,593) (4,268)
Losses incurred by affiliated start-up Internet
companies (a) - (4,522) (17,990)
Indemnities to employees (b) - (4,122) -
Write-off of tax credits - (3,055) -
Loss on sale of equipment (1,807) (1,807) -
Internet subscription - (1,576) (1,819)
Reduction in book value of buildings held for sale
(see Note 11) - (1,480) (1,845)
Donation - - (2,189)
-------------- --------------- ---------------
Total other expenses (59,894) (71,342) (69,848)
-------------- --------------- ---------------
Net other expenses Ps (46,715) Ps (69,407) Ps (55,212)
============== =============== ===============
NOTES:
(a) During 2001, the Company acquired To2 Mexico, S.A. de C.V., a company
owning the Internet website www.to2.com, and Palco Deportivo.Com, S.A. de
C.V., a company owning the Internet website www.palcodeportivo.com (see
Note 24). In 2003 and 2002, these companies and certain related companies
owned by the Company incurred losses of Ps 4,522 and Ps 17,990,
respectively.
(b) In recent years the Company restructured and downsized its administrative
and operating departments, with a consequent reduction in personnel. This
resulted in severance payments, which were charged to other expenses.
(c) In 2004, 2003 and 2002, the Company paid legal fees for arbitration
commenced by Infored and Mr. Gutierrez in May 2002.
F-35
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
NOTE 23 XEN-AM AGREEMENT
On March 1, 2001, the Company entered into two agreements in
contemplation of its acquisition of Radio Sistema Mexicano, S.A. ("RSM"), the
owner of the concession for the radio station XEN-AM.
Pursuant to an operating agreement entered into with La Telera Post,
S.A. de C.V., the Company agreed to manage and operate XEN-AM. To guarantee the
performance of its obligations under the operating agreement, the Company paid
to Teresa Guadalupe Vale Castilla and Javier Vale Castilla, on behalf of La
Telera Post, a deposit of US$ 3,500, from which a monthly fee of US$ 80 was
deducted and paid to La Telera Post.
Pursuant to a stock purchase agreement entered into with Teresa
Guadalupe Vale Castilla, Javier Vale Castilla and Juan Antonio Hernandez Venegas
(together, the "Sellers"), the Company agreed to purchase, through its
subsidiary Desarrollos Empresariales, S.A. de C.V., all of the capital stock of
RSM on December 31, 2001, subject to the approvals of the Mexican Ministry of
Communication and Transport and the Federal Competition Commission, for a
purchase price of approximately US$ 3,400. To guarantee its performance under
the stock purchase agreement, the Company agreed to make monthly deposits of US$
167 up to the closing date, which amounts would be applied to the purchase
price.
The agreements provided that, on the closing date, the Company would
use approximately US$ 1,630 of the deposit under the operating agreement to pay
La Telera Post primarily in connection with the termination of a marketing
services contract between La Telera Post and RSM (US$ 1,100) and facilitation of
the transaction (US$ 530), and would pay the remaining balance of the deposit,
together with US$ 500 in cash, to the Sellers in satisfaction of the balance of
the purchase price after application of the deposits under the stock purchase
agreement.
On July 12, 2001, the Federal Competition Commission approved the
purchase of RSM by the Company, and on December 31, 2001, the parties
consummated the transaction. Upon consummation of the transaction, the Company
credited US$1,630 of the deposit under the operating agreement to La Telera Post
as described above. As of December 31, 2001, Ps 11,873 remained due to the
Sellers, including the remaining deposits under the purchase agreement to be
credited against the purchase price and US$ 500 in cash to be paid in
satisfaction of the balance of the purchase price, which was paid in 2002.
F-36
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
NOTE 24 INVESTMENTS IN PALCO DEPORTIVO AND TO2 MEXICO
PALCO DEPORTIVO
On March 14, 2001, the Company acquired Palco Deportivo.Com, S.A. de
C.V. (which was merged with Enlaces Troncales, S.A. de C.V. on September 30,
2001, a company providing sports-related content for radio, television, various
print media and its own Internet portal (see Note 1)). In connection with this
acquisition, the Company paid a purchase price of US$ 4,000 and assumed
liabilities of US$ 700.
Also on March 14, 2001, in connection with its purchase of Palco
Deportivo.Com, the Company acquired Servicios Corporativos Palco, S.A. de C.V.
(which was merged with Promo Red, S.A. de C.V. on September 30, 2001 (see Note
1)) and assumed an exclusive employment contract with Alfredo Dominguez Muro
providing that he will continue to be host of Palco Deportivo radio programming
through 2015.
TO2 MEXICO
On February 16, 2001, the Company purchased from Polom, S.A. de C.V.
100% of the shares of To2 Mexico, S.A. de C.V., an Internet portal company and
owner of the website www.to2.com. In connection with this acquisition, the
Company paid a purchase price of US$ 900 and assumed liabilities owing to
various Mexican and foreign companies in an aggregate amount of up to US$ 1,250.
This acquisition generated tax loss carryforwards that were used to
offset future taxable income of the Company on its consolidated tax return.
NOTE 25 CONTINGENCY
As of December 31, 2004, the Company is involved in legal proceedings
relating to labor claims initiated between 2000 and 2004. In the event there was
a ruling against the Company, the Company's approximate liability would be Ps
47,785. The Company has not recorded a provision for these claims, as the
Company's management believes that these cases will be resolved in favor of the
Company.
F-37
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
NOTE 26 SIGNIFICANT DIFFERENCES BETWEEN MEXICAN AND US GAAP
The financial statements of the Company are presented on the basis of
accounting principles generally accepted in Mexico ("Mexican GAAP").
Except for inflation accounting, Mexican GAAP are, in general terms,
similar to generally accepted accounting principles in the United States ("US
GAAP"). However, there are other areas in which Mexican GAAP differ from the
requirements of US GAAP.
The major differences between Mexican and US GAAP are as follows:
RECOGNITION OF THE EFFECTS OF INFLATION ON FINANCIAL INFORMATION:
The provisions of Bulletin B-10 and its amendments relating to the
recognition of the effects of inflation on financial information have no
counterpart under US GAAP. However, as Mexican GAAP includes the effects of
inflation in the primary financial statements, the US Securities and Exchange
Commission does not require the reversal of the restatement of the financial
statements recognizing the effects of inflation.
DEFERRED INCOME TAXES:
In 1999, the Company elected to adopt early the provisions of Bulletin
D-4, issued by the Mexican Institute of Public Accountants, which requires
recognizing the income tax effects of the differences in bases of assets and
liabilities for financial accounting and accounting for tax reporting purposes,
similar to US GAAP.
As under US GAAP, the Company recognized deferred taxes in prior years
for Mexican GAAP purposes for certain timing differences, such as advances from
customers and certain prepaid expenses, expected to reverse over a definite
period of time (see Note 20).
As a result of the Company's early adoption of Bulletin D-4 in 1999,
there were no differences related to deferred taxes that had to be reconciled
between Mexican and US GAAP for financial statement purposes for the years ended
December 31, 2004 and 2003, except for the balance sheet classification of
deferred taxes, under US GAAP, as current and non-current.
F-38
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
Mexican GAAP requires that all deferred taxes be classified as
long-term on the balance sheet; however, under US GAAP, balances of deferred
taxes are classified as either current or non-current, based on the
classification of the related asset or liability for financial reporting. An
analysis of the balance of deferred taxes in accordance with US GAAP, as of
December 31, 2004 and 2003, is as follows:
2004 2004 2003 2003
------------ ------------ ------------ ------------
Current deferred tax:
Advances from customers US$ 1,425 Ps 15,898 US$ 1,842 Ps 20,709
Other reserves (178) (1,985) 36 407
------------ ------------ ------------ ------------
Net current deferred asset 1,247 13,913 1,878 21,116
Non-current deferred tax
Tax loss carryforwards less
allowance 1,316 14,675 1,567 17,610
Tax on assets recoverable 460 5,129 - -
Prepaid expenses and labor
liabilities 667 7,441 1,190 13,376
Property and equipment, net (6,977) (77,822) (7,196) (80,889)
------------ ------------ ------------ ------------
Net non-current deferred tax
liability US$ (3,287) Ps (36,664) US$ (2,561) Ps (28,787)
============ ============ ============ ============
STATEMENT OF CHANGES IN FINANCIAL POSITION:
Under Mexican GAAP, the Company presents statements of changes in
financial position in constant Mexican pesos. This presentation identifies the
generation and application of resources resulting in differences between
beginning and ending financial statement balances in constant Mexican pesos.
The changes in the consolidated financial statement balances included
in this statement constitute cash-flow activity stated in constant Mexican pesos
(including monetary gains, which are considered cash gains in the financial
statements presented in constant Mexican pesos).
F-39
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
In accordance with Mexican GAAP, the reduction in current and
long-term debt due to restatement in constant Mexican pesos is presented as a
resource applied to financing activities, and the gain from monetary position is
presented as a component of operating activities. SFAS No. 95, "Statement of
Cash Flows," under US GAAP, however, does not provide guidance with respect to
inflation-adjusted financial statements. If the gain from net monetary position
were treated as a component of financing activities for US GAAP purposes, funds
provided by operating and financing activities would be as follows:
2004 2004 2003 2002
------------ ------------ ------------ ------------
Operating activities:
Resources provided by
operations, per
Mexican GAAP US$ 2,162 Ps 24,108 Ps 233,309 Ps 42,301
Less -- gain on monetary
position on current and
long-term debt (1,101) (12,279) (11,671) (22,514)
------------ ------------ ------------ ------------
Resources provided by
operations, per
US GAAP US$ 1,061 Ps 11,829 Ps 221,638 Ps 19,787
============ ============ ============ ============
Financing activities:
Resources applied to financing
activities, per Mexican
GAAP US$ (6,194) Ps (69,090) Ps (194,890) Ps (67,597)
Plus -- gain on monetary
position on current and
long-term debt 1,101 12,279 11,671 22,514
------------ ------------ ------------ ------------
Resources applied to financing
activities, per US GAAP US$ (5,093) Ps (56,811) Ps (183,219) Ps (45,083)
============ ============ ============ ============
Supplemental cash-flow
information:
Interest paid US$ 1,795 Ps 20,022 Ps 29,658 Ps 20,958
============ ============ ============ ============
Taxes paid US$ 2,593 Ps 28,910 Ps 17,847 Ps 12,913
============ ============ ============ ============
PERSONNEL COMPENSATION AND SENIORITY PREMIUMS:
Under Mexican GAAP, vacation expense is recognized when taken rather
than in the period it is earned by the employee, as is required under US GAAP.
The Company is required under the Mexican Labor Law to pay seniority
premiums to certain employees upon termination of employment. Beginning in 2000,
the Company established a pension plan for unionized personnel. The Company
determines its liabilities with respect to such benefits based upon actuarial
studies, which is similar to the US GAAP criteria of SFAS 87, "Employee
Accounting for Pensions".
MINORITY INTEREST:
Under Mexican GAAP, the minority interest in subsidiaries must be
included as a component of shareholders' equity. In accordance with US GAAP,
minority interest in subsidiaries is generally shown below liabilities on the
balance sheet.
F-40
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
GOODWILL:
Under Mexican and US GAAP, the excess of cost over net fair value of
the net assets in subsidiaries acquired is recognized as an intangible asset
("goodwill"). Under US GAAP, however, goodwill arising from entities under
common control is not recognizable. In addition, under US GAAP, effective
January 1, 2002, goodwill is no longer amortized but instead is tested for
impairment at least annually. For Mexican GAAP purposes, goodwill is amortized
based on the estimated useful lives of the assets calculated on the
straight-line method. It also establishes, among other things, new principles
for the calculation and recognition of impairment losses for long-lived assets
and including any subsequent reversals of such impairment losses.
Under U.S. GAAP, in accordance with the requirements of FAS 142, the
Company performed an analysis for impairment of its goodwill as of December 31,
2004 and 2003. There was no impairment at December 31, 2004; at December 31,
2003, there was an impairment charge of Ps 160,405. There was no impairment
charge required under Mexican GAAP.
OTHER EXPENSES, NET:
Under Mexican GAAP, certain net expenses are classified as
non-operating on the Company's statement of income. Under US GAAP, some of these
net expenses are classified as operating expenses.
In addition, for the year ended December 31, 2003, the Company's
extraordinary item relating to the provisions for contingent arbitration losses
in an amount of Ps 358,390 is classified as a non-operating charge to earnings
under Mexican GAAP whereas for U.S. GAAP reporting purposes, this represents an
operating charge against the Company's earnings.
CONVENIENCE STATEMENTS:
The 2004 US dollar amounts (denoted by the symbol "US$") shown in the
financial statements have been included solely for the convenience of the reader
and were translated at the rate of Ps 11.154/US$ 1.00, the noon buying rate of
Mexican pesos on December 31, 2004, as published by the Federal Reserve Bank of
New York. Such translation should not be construed as a representation that the
Mexican peso amounts have been or could be converted into US dollars at this or
any other rate.
F-41
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
The following is a summary of the estimated adjustments to net income
(loss) and shareholders' equity that would have been required had the Company
applied US GAAP instead of Mexican GAAP:
2004 2004 2003 2002
------------ ------------ ------------ ------------
Net (loss) income, as recorded
under Mexican GAAP US$ (3,432) Ps (38,284) Ps (258,554) Ps 2,389
US GAAP adjustments:
Amortization of goodwill
arising from entities under
common control 149 1,666 1,666 1,666
Amortization of goodwill 5,795 64,639 81,976 76,130
Goodwill impairment - - (160,405) -
Increase in book value of
buildings held for sale
(Note 11) (704) (7,852) - -
Minority interest - (5) (5) (15)
------------ ------------ ------------ ------------
Net income (loss) under US
GAAP US$ 1,808 Ps 20,164 Ps (335,322) Ps 80,170
============ ============ ============ ============
Net income (loss) per share
(basic and diluted) under US
GAAP US$ 0.01 Ps 0.12 Ps (2.06) Ps 0.49
============ ============ ============ ============
Average common shares
outstanding (000's) 162,560 162,560 162,722 163,235
============ ============ ============ ============
Shareholders' equity under
Mexican GAAP US$ 81,163 Ps 905,295 Ps 944,318 Ps 1,262,801
------------ ------------ ------------ ------------
US GAAP adjustments:
Goodwill arising from
entities under common
control (1,545) (17,234) (18,900) (20,566)
Amortization of goodwill 19,970 222,745 158,106 76,130
Goodwill impairment (14,381) (160,405) (160,405) -
Increase in book value of
buildings held for sale
(Note 11) (704) (7,852) - -
Minority interest (47) (528) (533) (528)
------------ ------------ ------------ ------------
3,293 36,726 (21,732) 55,036
------------ ------------ ------------ ------------
Shareholders' equity under
US GAAP US$ 84,456 Ps 942,021 Ps 922,586 Ps 1,317,837
============ ============ ============ ============
F-42
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
In the income statement, employee profit sharing is classified as a
component of the tax provisions and certain net expenses are classified as
non-operating under Mexican GAAP. Under US GAAP, these items should be included
or excluded as operating expenses, as applicable. The following is a
reconciliation of operating income:
2004 2004 2003 2002
------------ ------------ ------------ ------------
Operating income under Mexican
GAAP US$ 4,154 Ps 46,335 Ps 166,099 Ps 104,680
Amortization of goodwill
arising from entities under
common control 149 1,666 1,666 1,666
Other expenses, net (4,188) (46,715) (69,407) (55,212)
Provisions for contingent
arbitration losses - - (358,390) -
Amortization of other goodwill 5,795 64,639 81,976 76,128
Goodwill impairment - - (160,405) -
Increase in book value of
buildings held for sale
(Note 11) (704) (7,852) - -
Employee profit sharing (243) (2,716) 435 (93)
------------ ------------ ------------ ------------
Operating income (loss) under
US GAAP US$ 4,963 Ps 55,357 Ps (338,026) Ps 127,169
============ ============ ============ ============
The basic net (loss) income per common share is computed by dividing
the net income (loss) available to common shareholders by the weighted average
number of common shares outstanding.
Diluted net (loss) income per common share is computed by dividing the
net (loss) income available to common shareholders, adjusted on an "as if"
converted basis, by the weighted average number of common shares outstanding
plus potential dilutive securities.
For the years ended December 31, 2004, 2003 and 2002, there were no
outstanding potential dilutive securities of the Company.
EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS:
In December 2004, the FASB issued Statement of Financial Accounting
Standards No. 153, "Exchanges of Non-monetary Assets - an amendment of APB
Opinion No. 29" (SFAS 153). SFAS 153 was also a result of the FASB's project to
converge U.S. accounting standards to International Accounting Standards. The
guidance in APB Opinion No. 29, "Accounting for Non-monetary Transactions,"
includes certain exceptions to the principle that exchanges of non-monetary
assets should be measured based on the fair value of the assets exchanged. SFAS
153 eliminates the exception for similar productive assets and replaces it with
a general exception for exchanges of non-monetary assets that do not have
commercial substance. SFAS 153 defines a non-monetary exchange as having
commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. SFAS 153 will be effective for
fiscal periods beginning after June 15, 2005. The Company does not expect SFAS
153 to have a material impact on its consolidated financial position, results of
operations or cash flows.
F-43
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004, 2003 AND 2002
In December 2004, the FASB issued Statement of Financial Accounting
Standards No. 123 (Revised 2004), "Share-Based Payment" (SFAS 123R), which is a
revision of Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS 123). SFAS 123R supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees," and amends Statement of Financial
Accounting Standards No. 95, "Statement of Cash Flows" (SFAS 95). Generally, the
approach in SFAS 123R is similar to the approach described in SFAS 123. However,
SFAS 123R requires all share-based payments to employees, including grants of
stock options, to be recognized in the income statement based on their fair
values. The Company expects to adopt SFAS 123R effective July 1, 2005, as
required. SFAS 123R permits public companies to adopt its requirements using one
of two methods: (1) a "modified prospective" method, in which compensation cost
is recognized beginning with the effective date (a) based on the requirements of
SFAS 123R for all share-based payments granted after the effective date and (b)
based on the requirements of SFAS 123 for all awards granted to employees prior
to the effective date of SFAS 123R that remain unvested on the effective date;
or (2) A "modified retrospective" method which includes the requirements of the
modified prospective method described above, but also permits entities to
restate based on the amounts previously recognized under SFAS 123 for purposes
of pro forma disclosures either (a) all prior periods presented or (b) prior
interim periods of the year of adoption. As the Company has not utilized, and
does not expect to utilize, equity-based methods of employee compensation, the
adoption of this statement is not expected to have an impact on the Company's
financial condition or results of operations.
F-44
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
---------- ------------------------------------------------------------------
1.1 Charter (Escritura Constitutiva), together with an English
translation (incorporated by reference to our Registration
Statement on Form F-1 (Reg. No. 333-63878) filed on June 4, 1993).
1.2 Amended and Restated Bylaws of Grupo Radio Centro, S.A. de C.V.,
dated April 22, 2005, filed as an English translation.
2.1 Deposit Agreement, dated June 30, 1993, among Grupo Radio Centro,
S.A. de C.V., Citibank N.A. and holders from time to time of
American Depositary Receipts issued thereunder, including the
form of American Depositary Receipt (incorporated by reference
to our Registration Statement on Form F-6 (Reg. No. 333-8224)
filed on January 16, 1998).
3.1 Amended and Restated Controlling Trust Agreement, No. F/23020-1,
dated April 24, 1992, with amendments dated September 2, 1992, May
18, 1993 and September 14, 1993, between certain members of the
Aguirre family and Bancomer, S.A., as trustee, together with an
English translation (incorporated by reference to our Annual
Report on Form 20-F (Commission File No. 001-12090) filed on
December 31, 1993).
3.2 Amended and Restated CPO Trust Agreement, dated as of June 27,
2003, between GE Capital Bank S.A., Institucion de Banca Multiple,
GE Capital Grupo Financiero, as CPO Trustee, and Grupo Radio
Centro, S.A. de C.V., filed as an English translation
(incorporated by reference to our Annual Report on Form 20-F
(Commission File No. 001-12090) filed on June 30, 2003).
3.3 Trust Agreement, dated June 3, 1998, among certain principal
shareholders of Grupo Radio Centro, S.A. de C.V., together with an
English translation (incorporated by reference to our Annual
Report on Form 20-F (Commission File No. 001-12090) filed on June
30, 1998).
4.1 Amended and Restated Public Deed, dated as of June 27, 2003 (the
"Amended and Restated CPO Deed"), filed as an English translation
(incorporated by reference to our Annual Report on Form 20-F
(Commission File No. 001-12090) filed on June 30, 2003).
4.2 Modifying Agreement, dated December 14, 1998, between Grupo Radio
Centro, S.A. de C.V. and Comercializadora Siete, S.A. de C.V.,
modifying Service Agreement, dated October 2, 1995 with respect to
XHFO-FM, together with an English translation (incorporated by
reference to our Annual Report on Form 20-F (Commission File No.
001-12090) filed on June 30, 1999).
4.3 Modifying Agreement, dated June 29, 2001, between Grupo Radio
Centro, S.A. de C.V. and Comercializadora Siete, S.A. de C.V.,
modifying Service Agreement, dated October 2, 1995, with respect
to XHFO-FM, together with an English translation (incorporated by
reference to our Annual Report on Form 20-F
(Commission File No. 001-12090) filed on June 24, 2002).
4.4 Modifying Agreement, dated September 7, 2004, between Grupo Radio
Centro, S.A. de C.V. and Comercializadora Siete, S.A. de C.V.,
modifying Service Agreement, dated October 2, 1995, with respect
to XHFO-FM, filed as an English translation.
EXHIBIT INDEX
(continued)
Exhibit
Number Description of Exhibit
---------- ------------------------------------------------------------------
4.5 Programming Services Agreement, dated December 23, 1998, among
Grupo Radio Centro, S.A. de C.V., Infored and Jose Gutierrez Vivo,
together with an English translation (incorporated by reference to
our Annual Report on Form 20-F (Commission File No. 001-12090)
filed on June 30, 1999) (incorporated by reference to our Annual
Report on Form 20-F (Commission File No. 001-12090) filed on June
30, 2003).
4.6 Loan Agreement, dated October 30, 2000, between Grupo Radio
Centro, S.A. de C.V. and Banco Inverlat, S.A., (the "Loan
Agreement") together with an English translation (incorporated by
reference to our Annual Report on Form 20-F
(Commission File No. 001-12090) filed on May 9, 2001).
4.7 Letter Agreement, dated April 17, 2001, between Grupo Radio
Centro, S.A. de C.V. and Scotiabank Inverlat, S.A. (formerly Banco
Inverlat, S.A.), amending Loan Agreement, together with an English
translation (incorporated by reference to our Annual Report on
Form 20-F (Commission File No. 001-12090) filed on May 9, 2001).
4.8 Waiver and Amendment Letter, dated June 19, 2002, executed by
Scotiabank Inverlat and Grupo Radio Centro, S.A. de C.V. in
connection with the Loan Agreement (incorporated by reference to
our Annual Report on Form 20-F (Commission File No. 001-12090)
filed on June 24, 2002).
4.9 Amendment, dated December 10, 2002, to the Loan Agreement, filed
as an English translation.
4.10 Amendment, dated December 3, 2003, to the Loan Agreement, filed as
an English translation.
4.11 Amendment, dated as of June 29, 2004, to the Loan Agreement, filed
as an English translation.
4.12 Waiver Letter, dated March 31, 2005, executed by Scotiabank
Inverlat, S.A. in connection with the Loan Agreement, filed as an
English translation.
4.13 Amendment, dated as of May 6, 2005, to the Loan Agreement, filed
as an English translation.
8.1 List of Subsidiaries of the Company (incorporated by reference to
our Annual Report on Form 20-F (Commission File No. 001-12090)
filed on June 30, 2003).
12.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
12.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
13.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.