As filed with the Securities and Exchange Commission on June 30, 2003
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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, 2002
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from to
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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)
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 representing New York Stock Exchange*
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: 162,724,561 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
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..................................................27
Item 6. Directors, Senior Management and Employees....................................................34
Item 7. Major Shareholders and Related Party Transactions.............................................39
Item 8. Financial Information.........................................................................41
Item 9. The Offer and Listing.........................................................................42
Item 10. Additional Information.......................................................................44
Item 11. Quantitative and Qualitative Disclosure About Market Risk....................................58
Item 12. Description of Securities other than Equity Securities.......................................59
PART II ........................................................................................................60
Item 13. Defaults, Dividend Arrearages And Delinquencies..............................................60
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.................60
Item 15. Controls and Procedures......................................................................60
Item 16. [Reserved]...................................................................................60
PART III .......................................................................................................60
Item 17. Financial Statements.........................................................................60
Item 18. Financial Statements.........................................................................60
Item 19. Exhibits.....................................................................................60
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, 2002.
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. 10.425 to
$1.00, the noon buying rate for pesos at December 31, 2002 as published by the
Federal Reserve Bank of New York. The peso/U.S. dollar exchange rate is volatile
and, accordingly, the translation to U.S. dollars at the December 31, 2002
exchange rate may not accurately represent the financial condition of the
Company in U.S. dollar terms as of a subsequent date. On June 25, 2003, the noon
buying rate for pesos was Ps. 10.482 to $1.00. See Item 3, "Key
Information--Exchange Rate Information," for information regarding exchange
rates since January 1, 1998.
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 or both. 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 27 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, 2002. The
effect of the inflation accounting principles described above has not been
reversed in the reconciliation to U.S. GAAP. See Note 27 to the Consolidated
Financial Statements.
In 1999, Grupo Radio Centro elected early to adopt the provisions of
Bulletin D-4, issued by the Mexican Institute of Public Accountants and
officially effective beginning January 1, 2000. In accordance with Bulletin D-4,
the Company's financial statements recognize the income tax effects of the
differences in bases of assets and liabilities between financial accounting and
accounting for tax reporting purposes. In prior years through December 31, 1998,
Grupo Radio Centro recognized the effects of deferred taxes for certain timing
differences expected to reverse over a definite period of time. However, the
Company's adoption of Bulletin D-4 gave rise to additional deferred taxes
resulting in a net deferred tax expense of Ps. 61.6 million recognized in the
statement of income 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. 87.1 million in 1999.
This cumulative effect is presented as a separate component in shareholders'
equity.
2
Year Ended December 31,
---------------------------------------------------------------------------------
2002(1) 2002 2001 2000 1999 1998
------ ---- ---- ---- ----
(in thousands, except per-ADS data)
Operating Data:
Mexican GAAP:
Broadcasting Revenue............. $68,118 710,135 750,103 1,000,832 865,569 800,051
Broadcasting Expenses, Excluding
Depreciation and Amortization 44,248 461,286 485,001 446,484 434,559 457,069
------- --------- --------- --------- --------- ---------
Broadcasting Income.............. 23,870 248,849 265,102 554,348 431,010 342,982
Depreciation and Amortization.... 10,363 108,030 117,519 112,631 97,507 99,435
Corporate, General and
Administrative Expenses......... 4,328 45,117 50,393 72,807 56,260 61,379
------- --------- --------- --------- --------- ---------
Operating Income................. 9,179 95,702 97,190 368,910 277,243 182,168
Comprehensive Financing Expense.. 4,908 51,176 12,115 31,916 22,685 16,407
Other Income (Expense), Net...... (4,842) (50,479) (73,084) (61,287) (10,868) (63,163)
Net Income(2).................... 209 2,178 17,763 246,083 117,806 46,292
Minority Interest................ 1 14 16 215 1 2
Net Income per ADS(2)(3)......... 0.01 0.12 0.97 12.98 5.51 2.16
Common Shares Outstanding(3)..... 163,235 163,235 163,918 170,512 192,236 193,133
U.S. GAAP:
Broadcasting Revenue............. 68,118 710,135 750,103 1,000,832 865,569 800,051
Operating Income(7).............. 11,152 116,268 172,442 442,713 333,822 238,745
Net Income(2) (7)................ 7,031 73,293 93,202 319,898 224,245 70,911
Net Income per ADS(2)(3) (7)..... 0.38 4.04 5.12 16.88 10.49 3.30
Dividends per ADS(4)............. 0.00 0.00 6.66 2.40 0.00 10.13
Common Shares Outstanding(3)..... 163,235 163,235 163,918 170,512 192,236 193,133
Balance Sheet Data:
Mexican GAAP:
Working Capital.................. (29) (247) (47,988) 155,394 157,890 65,126
Property and Equipment, Net...... 45,753 476,973 507,007 518,520 572,565 604,327
Excess Cost over Fair Value of 77,642 809,417 882,413 851,227 908,951 966,674
Assets of Subsidiaries........
Total Assets..................... 165,021 1,720,331 1,856,528 1,898,712 1,964,061 1,988,076
Long Term Debt Excluding Current 15,203 158,487 225,496 295,775 0 0
Portion.......................
Total Debt....................... 32,746 341,369 398,445 369,719 68,641 81,071
Shareholders' Equity............. 110,751 1,154,630 1,157,992 1,265,879(5) 1,659,057(6) 1,768,583
U.S. GAAP:
Total Assets..................... 169,864 1,771,132 1,910,131 1,949,367 1,999,236 2,023,726
Shareholders' Equity(3).......... 115,572 1,204,893 1,211,071 1,316,029 1,690,897 1,684,650
(1) Peso amounts have been translated into U.S. dollars solely for the
convenience of the reader at the rate of Ps. 10.425 per U.S. dollar, the
noon buying rate for pesos on December 31, 2002, as published by the
Federal Reserve Bank of New York. See
"--Exchange Rate Information."
(2) 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 27 to the Consolidated Financial
Statements.
(3) 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.
(4) 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 and in 1999 with respect to 1998.
(5) In December 2000, the Company reduced its capital by Ps. 343.0 million
(nominal amount) through a payment to its shareholders of that amount. See
Item 5, "Operating and Financial Review and Prospects--Liquidity and
Capital Resources."
(6) In 1999, the Company elected to adopt early the provisions of Bulletin D-4
issued by the Mexican Institute of Public Accountants, which became
effective on January 1, 2000. The cumulative effect of adopting Bulletin
D-4 for years prior to December 31, 1998 was the recognition in 1999 of
Ps. 87.1 million in additional deferred tax liabilities. See Note 21 to
the Consolidated Financial Statements.
(7) 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, 2000, 1999 and 1998. See Note 27
to the Consolidated Financial Statements.
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. For much of
1998, the foreign exchange markets were volatile as a result of financial crises
in Asia and Russia and financial turmoil in certain Latin American countries,
including Brazil and Venezuela. The peso declined during this period, but was
relatively stable from 1999 until 2001. In 2002 and early 2003 the peso declined
significantly, but in March 2003, it began to rise in value. There can be no
assurance that the government will maintain its current policies with regard to
the peso or that the peso will not further depreciate or appreciate
significantly 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.
Period Exchange Rate(1)
- ------ ----------------------------------------------------
Year Ended December 31, High Low Average(2) Period End
---- ---- ---------- ----------
1998.................................................. 10.63 8.04 9.24 9.90
1999.................................................. 10.60 9.24 9.56 9.48
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
Month Ended 2002:
December.............................................. 10.43 10.10
Month Ended 2003:
January............................................... 10.98 10.32
February.............................................. 11.06 10.77
March................................................. 11.24 10.66
April................................................. 10.77 10.31
May................................................... 10.43 10.11
- ---------------
(1) Source: Noon buying rate for pesos reported by the Federal Reserve Bank of
New York.
(2) Average of month-end rates.
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.
On June 25, 2003, the noon buying rate was Ps. 10.482 to $1.00.
4
RISK FACTORS
Risks Relating to Our Operations
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. In the last five years, our average Mexico City audience share decreased
from 36.8% in 1998 to 31.4% in 2002. 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 largest single customer in 2002 and 2000, Comercial Mexicana, S.A. de
C.V., accounted for 5.5% and 6.6%, respectively, of our total broadcasting
revenue in those years. Our largest single customer in 2001, Gigante, S.A. de
C.V., accounted for 7.7% of our total broadcasting revenue in 2001. In 2002 and
2001, the companies comprising Grupo Gigante, S.A. de C.V. accounted for 7.3%
and 9.3%, respectively, of our total broadcasting revenue in those years, while
the companies comprising Grupo Cifra accounted for 8.3% of total broadcasting
revenue in 2000. We cannot assure you that Comercial Mexicana, S.A. de C.V., and
the companies comprising Grupo Gigante, S.A. de C.V. will continue to purchase
advertising from us at current levels. The termination 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 congressional elections, which occur every three
years, our revenue has increased even more significantly during presidential
elections, which occur every six years (coinciding with congressional
elections), including 2000. In 2000, 2001 and 2002, advertising by political
parties accounted for 20.9%, 0.1% and 6.1% 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."
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."
5
A decline in the popularity of the Monitor program could materially and
adversely affect our financial condition and results of operations
In connection with the acquisition of Radiodifusion RED in 1996, we
acquired the exclusive right to the radio broadcasting of Monitor, Mexico City's
most popular radio news program. The Monitor program is our largest source of
revenue. However, in recent years there has been a decline in the percentage of
the Company's revenues attributable to the program from 31.5% in 2000 to 22.9%
in 2002 and a decline in the program's popularity with its audience share
declining from 7.0% in 2000 to 5.4% in 2002. Moreover, the program's popularity
may be attributable to its long-standing principal anchor, Jose Gutierrez Vivo,
the loss of whose services could have a material adverse effect on Monitor's
performance. We have an agreement that Gutierrez Vivo will continue as host of
Monitor until December 2003, and Infored, S.A. de C.V., the company he controls,
has agreed to produce the program for us until 2015. On May 7, 2002, we received
a notice from Gutierrez Vivo and Infored initiating an arbitration proceeding
pursuant to which they seek rescission of the agreement and damages. The
arbitration proceeding is in process, and we expect the arbitration panel to
render a decision on or before August 31, 2003. We believe that we have valid
defenses to the claims set forth in the arbitration notice based on the relevant
provisions of the agreement. Nevertheless, our failure to prevail on any of
these claims could materially and adversely affect Monitor's performance, our
results of operations and our financial condition. A further material loss in
audience share of the Monitor program also could have a material adverse effect
on our financial results. See Item 4, "Information on the Company--Business
Overview--Broadcasting Operations--Production of Programming by Infored."
Termination of the operating agreement for XHFO-FM could reduce our revenue
We manage and operate, but do not own, one of Mexico City's most
popular radio stations, XHFO-FM. That station is an important source of revenue.
The agreement pursuant to which we operate XHFO-FM is scheduled to terminate on
January 2, 2005. There can be no assurance that we will be able to extend this
agreement or what the terms of any such extension might be. See Item 4,
"Information on the Company--Business Overview--Broadcasting Operations--Radio
Stations."
Failure to comply with the financial covenants in one of our loan
agreements would enable the lender under that agreement to accelerate the
maturity of the loan, which would have a material adverse affect on our
financial condition
We currently have indebtedness with an outstanding principal amount of
Ps. 198.5 million under a loan agreement with Scotiabank Inverlat, S.A. This
loan agreement contains covenants requiring us to maintain certain financial
ratios. In the past we have been required to obtain from the lender waivers of
our failure to comply with these covenants. 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 failures. See Item 5,
"Operating and Financial Review and Prospects--Liquidity and Capital Resources"
and Note 15 to the Consolidated Financial Statements.
We have substantial short-term indebtedness that must be refinanced or
extended, and if we are unable to do so, it will have a material adverse
effect on our financial condition
We currently have indebtedness with an outstanding principal amount of
Ps. 50.0 million due on July 17, 2003. See Item 5, "Operating and Financial
Review and Prospects--Liquidity and Capital Resources" and Note 15 to the
Consolidated Financial Statements. We intend to extend the maturity of this
6
loan. However, if we are unable to extend its maturity or otherwise refinance
this loan, it may have a material adverse effect on our financial condition.
The 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, we are required by the
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."
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 with respect to 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 7, "Major
Shareholders and Related Party Transactions--Major Shareholders" and Item 10,
"Additional Information--Bylaws--Voting
Rights" and "--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. These Aguirre family members have established two Mexican trusts, which
they control, that together hold 51,604,262 Series A Shares and 32,416,381 CPOs.
The Series A Shares and CPOs held by these trusts represent 51.6% of all
outstanding Series A Shares. See Item 7, "Major Shareholders and Related Party
Transactions--Major Shareholders" and Item 10, "Additional
7
Information--Bylaws--Voting Rights" and "--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 or CPOs by the controlling shareholders may
affect future market prices of the ADSs
Actions by members of the Aguirre family, directly or through the two
Mexican trusts through which they hold their Series A Shares and CPOs, with
respect to the disposition of their Series A Shares (whether in the form of CPOs
or ADSs), may adversely affect the trading price of 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 is 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 demand for advertising,
revenue from which is the principal source of our earnings, generally declines
during periods of economic difficulty.
Mexico experienced a severe economic crisis following the devaluation
of the peso in December 1994. In recent years, economic crises in Asia, Russia,
Brazil and other emerging markets have adversely affected the Mexican economy
and could do so again. In 2001 and 2002, Mexico's gross domestic product, or
GDP, decreased by 0.3% and grew by 0.9%, respectively, and inflation decreased
to 4.4% and rose to 5.7%, respectively. In 2003, according to preliminary
estimates of the Mexican government, GDP is expected to grow by 3.0% and
inflation is expected to be 3.0%. 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.
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.
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 2002, the peso depreciated against the U.S.
dollar at year-end by approximately 12.8%, and the average value of the peso
against the U.S. dollar during 2002 was 4.2% lower than in 2001. In 2001, the
peso appreciated against the U.S. dollar by 4.8% at year-end, and the average
value of the peso against the U.S. dollar during 2001 was 1.7% higher than in
2000. In 2000, the peso depreciated slightly against the U.S. dollar at
year-end, but the average value of the peso against the U.S. dollar during 2000
was 1.0% higher than in 1999. 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."
Although at May 31, 2003, we had no U.S. dollar denominated
indebtedness, at December 31, 2002, 30% of our indebtedness was denominated in
U.S. dollars, and we may in the future incur non-peso-denominated indebtedness.
A small portion of our operating costs are also payable in U.S. dollars.
Declines in the value of the peso relative to other currencies increase our
interest costs in pesos relative to U.S. dollar denominated indebtedness,
increase our operating costs payable in U.S. dollars, result in foreign exchange
losses and could adversely affect our ability to meet our interest and principal
9
obligations under U.S. dollar denominated indebtedness. Additionally, since
substantially all our revenue is denominated in pesos, increased financing (or
other) 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 Disclosure 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 interest and principal on our
indebtedness 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.
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 5.7% for 2002. Inflation for the first
quarter of 2003 was 1.0%. 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
7.1% during 2002. On April 29, 2003, the 28-day Cetes rate was 6.7%. High
interest rates in Mexico could adversely affect our financing costs.
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.
Capital Expenditures and Divestitures
Capital Expenditures
Capital expenditures in 2002, 2001 and 2000 were Ps. 32.1 million, Ps.
146.7 million and Ps. 10.8 million, respectively. In 2002, capital expenditures
were financed from working capital. In 2001, capital expenditures were financed
from working capital and short-term bank loans. In 2000, capital expenditures
were financed from working capital.
The Company's principal capital expenditures in 2001 were made in
connection with its purchase of the Mexico City radio station XEN-AM on December
31, 2001. The total purchase price was approximately $6.0 million, including
11
approximately $1.0 million in monthly payments under an operating agreement
effective up to the consummation of the purchase, $3.4 million in deposits and
cash delivered upon consummation of the purchase and $1.6 million in payments to
a third party, primarily in connection with the termination of a marketing
services contract between the third party and the previous owners of XEN-AM.
Approximately $4.8 million of the total purchase price was paid in 2001 and the
remaining balance of $1.2 million was paid during 2002. See "--Business
Overview--Business Strategy--Maintenance of Leading Market Position," Item 10,
"Additional Information--Material Contracts" and Note 24 to the Consolidated
Financial Statements.
Additionally, in February 2001 the Company purchased To2, a company
owning an Internet portal, for a total purchase price of $2.15 million,
including the assumption of certain liabilities totaling $1.25 million. In March
2001, the Company purchased Palco Deportivo, a company providing sports-related
content for various media, for a total purchase price of $4.7 million, including
the assumption of certain liabilities totaling $0.7 million. These acquisitions
were financed with short-term bank loans. See Item 5, "Operating and Financial
Review and Prospects--Liquidity and Capital Resources" and Note 25 to the
Consolidated Financial Statements.
The balance of the Company's capital expenditures in the 2000-2002
period were primarily for broadcasting equipment.
Capital Divestitures
See Notes 1 and 12 to the Consolidated Financial Statements.
The Company's capital divestitures from 2000 to 2002 amounted to Ps.
24.1 million in 2002, reflecting primarily the sale of real estate, Ps. 3.6
million in 2001, reflecting primarily the sale of equipment and Ps. 29.1 million
in 2000, reflecting primarily the sale of a tract of land.
BUSINESS OVERVIEW
Grupo Radio Centro is a leading radio-broadcasting company in Mexico
and for each of the last 31 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 programs, news, interviews and special event programs.
Its 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, 2002 was 31.4%, almost 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, 2002, Grupo Radio Centro's radio stations ranked
as three of the top ten FM radio stations out of a total of 28 FM stations and
two of the top ten AM stations out of a total of 34 AM stations. The Company's
12
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 ("OIR"), acts as the national
sales representative for, and provides programming to, a network of affiliates
in Mexico. At December 31, 2002, the Company had 110 affiliates in 71 cities
throughout Mexico.
Business Strategy
The Company's strategy is to optimize cash flow from operations through
(i) maintaining its leading market position, offering advertisers top-ranked
stations in almost every major station format, and (ii) 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 almost all 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,
through 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 stations to correspond to the needs of the overall
market and (ii) being proactive in the management of each individual station
format and adjusting to competition and the evolution of its particular market
segment.
In 1996, the Company acquired Radiodifusion RED, S.A. ("RED"),
including XHRCA-FM, XHRED-FM and XERED-AM, RED's principal stations in Mexico
City, and one AM station in each of Guadalajara and Monterrey, XEDKR-AM and
XESNT-AM, respectively. See "--Broadcasting Operations--Production of
Programming by Infored." The RED acquisition, together with the renewal in 1998
of the Company's exclusive radio-broadcasting rights to the Monitor program, are
examples of the Company's efforts to maintain the overall balance of its
portfolio. The RED acquisition and subsequent renewal of Monitor broadcasting
rights were undertaken in large part to solidify the Company's presence in the
important News/Talk Show format, increase its FM band exposure and increase its
exposure to the higher-income demographic segment of the market (i.e., the
listening audience of Monitor). See "--Broadcasting Operations--Production of
Programming by Infored."
13
On December 31, 2001, the Company purchased the Mexico City radio
station XEN-AM. The SCT approved the acquisition of XEN-AM on April 8, 2003. See
"--Capital Expenditures and Divestitures--Capital Expenditures," and Item 10,
"Additional Information--Material Contracts." The purchase of XEN-AM, a
News/Talk Show station, represents the Company's effort to further increase its
operations in this important format.
The Company believes its ability to successfully adapt its portfolio to
take advantage of changes in the radio marketplace is enhanced by its in-depth
market research, programming innovations, marketing capabilities,
state-of-the-art technology and experienced management team.
Cost Controls
As a complement to the above strategy, which focuses on broadcasting
revenue, the Company will continue its rigorous efforts to control costs and
maximize operating efficiency. During 1997, the Company retained the services of
IMPAC, an efficiency consultant. This consultant made a number of
recommendations to improve operating efficiency, including the reduction of
certain expenses and the reduction of personnel in certain areas. The Company
continues to implement many of these recommendations, in addition to its own
cost-cutting initiatives. To further control costs, the Company ceased
operations of its Internet portal company, To2, in October 2002.
OIR Network
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 Monitor from 5:45 a.m. to 10:00 a.m. to the 32
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."
14
Broadcasting Operations
Radio Stations
Except as noted, the following sets forth certain information about the
Mexico City radio stations operated by Grupo Radio Centro as of December 31,
2002:
INRA(1) INRA(1) INRA(1) Arbitron(2) Arbitron(2) Arbitron(2)
2002 Total 2002 Total 2002 2002 Total 2002 Total 2002 Target
Power Station Market Audience Band Market Audience Band Demographic
Station Frequency (Watts) Format Rank(3) Share(4) Rank(5) Rank(3) Share(4) Rank(5) Segments
- -------- --------- ------- ------- ----------- --------- ------ ---------- ---------- -------- ---------
XEQR-FM.... 107.3 mhz 100,000 Grupera--Diverse 1 8.68% 1 1 16.20% 1 13-44 years
Musical Genres
XEJP-FM.... 93.7 mhz 100,000 Spanish 3 4.72% 3 3 5.6% 3 18-44 years
Language--Contemporary
Music
XERC-FM.... 97.7 mhz 100,000 Juvenil--Youth 5 4.30% 5 6 4.30% 6 8-34 years
Oriented
XHFO-FM(6). 92.1 mhz 150,000 English 10 3.33% 9 8 3.90% 8 18-44 years
Language--Classic
Rock
XHFAJ-FM... 91.3 mhz 100,000 English 12 3.00% 11 17 1.90% 12 13-24 years
Language--Contemporary
Music
XERED-AM... 1110 khz 50,000 News / Talk 14 2.64% 2 15 2.10% 4 25+ years
Show
XERC-AM(7). 790 khz 50,000 News 45 0.28% 19 48 0.30% 27 25+ years
XHRED-FM... 88.1 mhz 100,000 News / English 25 1.36% 19 20 1.40% 15 25+ years
Language--Music
XEQR-AM.... 1030 khz 50,000 Spanish 33 0.73% 10 30 0.70% 12 25+ years
Language--Talk
Show /
Contemporary
Music
XECMQ-AM(7) 1150 khz 20,000 Spanish 20 1.95% 3 11 3.00% 1 35+ years
Language
Classics
XEN-AM(8).. 690 khz 50,000 News / Talk 49 0.24% 23 36 0.50% 17 25+ years
Show
(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, 2005. All other stations listed
above are owned by the Company.
(7) In October 22, 2001 the Company switched the programming of the stations
XERC-AM and XECMQ-AM.
(8) On March 1, 2001, the Company began operating XEN-AM. On December 31, 2001,
the Company acquired XEN-AM. The Company's ownership of this station was
approved by the SCT on April 8, 2003.
15
XHFO-FM is operated by Grupo Radio Centro pursuant to an operating
agreement that will terminate on January 2, 2005. For the year ended December
31, 2002, XHFO-FM accounted for approximately 9.8% of Grupo Radio Centro's
broadcasting revenue. There can be no assurance that the Company will be able to
extend this agreement beyond January 2, 2005 or what the terms of any such
extension might be.
Programming
The Company generally produces the programming for the stations it owns or
operates, except for the Monitor news program, Mexico City's most popular radio
news program, and Red Vial, a Mexico City traffic report, which are provided to
the Company by Infored (see "--Production of Programming by Infored"). Grupo
Radio Centro also 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. The Company also produces En
Concierto, a week-long program (divided into one-hour daily segments) that
features exclusive interviews with, and the music of, some of Mexico's most
popular musical artists, with each week's program focusing on a single artist.
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 2002, Grupo Radio
Centro conducted approximately 616,000 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 and promotional spots are recorded on digital audio tape ("DAT").
In 2002, the Company modernized eight production studios, upgrading the analogue
systems with digital audio systems. In addition, Grupo Radio Centro maintains 13
on-air studios, each of which is linked to Grupo Radio Centro's automated
programming computer network. 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, promotional and advertising material. Currently, the Company has two
networks installed in both on-air studios and production studios, totaling 21
administration and storage system units.
Music recorded on DAT is fed directly to an audio console. All other
broadcast material is transferred to on-line hard-disk storage on one of Grupo
Radio Centro's computer network workstations, and is accessible at the audio
console via the Company's computer network. This programming feed is then
processed, periodically monitored for quality and relayed to one of several
transmitter sites via either digital or analog microwave studio transmitter
links ("STL"). Current radio stations that are digitalized through STL are
XHRED-FM, XHFO-FM, XHFAJ-FM, XEJP-FM, XERC-FM and XEQR-FM.
16
Each station has a main transmitter and two back-up transmitters. 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 two sites, each site using one antenna. 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
Grupo Radio Centro transmits from the World Trade Center in Mexico City.
Grupo Radio Centro has initiated a project to increase the power of several
radio stations--XERED-AM, XECMQ-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. The technical part of project is complete, and
the Company is only waiting for definitive authorization from the SCT.
Although currently all AM and FM radio broadcast signals in Mexico are
analog, various efforts are underway around the world to develop, test and
implement digital audio broadcasting ("DAB"). DAB, if implemented, would largely
eliminate fading, static and other interference that adversely affects the
listening experience. Various current 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, particularly the European model. 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 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. Currently, the New
Technologies Committee of the CIRT is interested in installing an experimental
radio station in Mexico City. In addition to following this project closely, the
Company is participating in and actively supporting the development of this
experimental station.
Production of Programming by Infored
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 RED. As a result of these transactions, in addition to
acquiring five radio stations owned by RED, the Company also acquired exclusive
radio broadcasting rights to the Monitor news program, the most popular news and
talk radio program in Mexico. Contemporaneously with the acquisition of RED, the
Company assumed a programming services agreement between RED and Infored
pursuant to which Infored provided news programming and production services,
including the production of Monitor, to the Company. Monitor, which is broadcast
on XERED-AM, is rebroadcast on XHRED-FM in Mexico City and on XEDKR-AM and
XESTN-AM in Guadalajara and Monterrey, respectively. Broadcasting revenue from
XERED-AM and XHRED-FM attributable to Monitor represents a significant portion
of Grupo Radio Centro's total broadcasting revenue. Approximately 31.5%, 23.0%
and 22.9% of the Company's broadcasting revenue for 2000, 2001 and 2002,
respectively, was attributable to Monitor. In addition, the Company's OIR radio
17
network transmits Monitor simultaneously to 20 stations affiliated through the
OIR network and 12 non-affiliated stations outside the Mexico City metropolitan
area.
On December 23, 1998, the Company entered into a new programming services
agreement (the "Infored Agreement") with Infored and Mr. Gutierrez Vivo, the
principal anchor of Monitor, who acquired a controlling interest in Infored on
the same date. The Infored Agreement supersedes the previous agreement between
the Company and Infored, and specifies that Gutierrez Vivo and Infored will
continue to provide the Company with original news programs and special-event
productions for radio until 2015, and will now do so on an exclusive basis. The
Infored Agreement provides that Jose Gutierrez Vivo will continue as Monitor's
host until the end of 2003, or later if he chooses, and will remain as CEO of
Infored until 2015. Furthermore, this agreement prohibits Gutierrez Vivo both
from competing with any programming produced by Infored for the Company and from
providing services related to radio broadcasting to anyone other than the
Company during the term of the agreement. In addition, the Infored Agreement
provides that Infored will work with the Company to develop two new projects:
Monitor Internacional, which will seek to broaden Monitor's focus and distribute
the program internationally, and Monitor Internet, which will seek to adapt
Monitor for distribution through the Internet. These projects were pending as of
December 31, 2002.
Under the Infored Agreement, the Company agreed to make a one-time payment
to Infored totaling approximately $15.4 million, of which $4.0 million and Ps.
4.0 million (nominal amount) was paid at signing and the balance of $11.0
million was paid over the course of 1999. In addition, Grupo Radio Centro pays
Infored monthly production fees based on the revenues derived from Monitor and
the amount of budgeted expenses, which generally reflect increases due to
Mexico's inflation rate, to cover Infored's radio programming operations. The
Company also agreed to transfer to Infored two AM radio stations, XEFAJ-AM and
XEJP-AM. These transfers were completed in April 2000. Under the terms of an
operating agreement dated December 23, 1998, the Company continued to manage
sales for these stations until February 1, 2002.
On May 7, 2002, we received a notice from Mr. Gutierrez Vivo and Infored
initiating an arbitration proceeding pursuant to which they seek rescission of
the Infored Agreement and damages. The arbitration proceeding is in process, and
we expect the arbitration panel to render a decision on or before August 31,
2003. Although we believe we have valid defenses to Mr. Gutierrez Vivo's claims
based on the relevant provisions of the agreement, there can be no assurance
that we will prevail on any of these claims.
Investment in Technology
Grupo Radio Centro consistently invests 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, engineering staff and capital
improvement and modernization efforts 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
18
of 2002, 2001 and 2000 accounted for approximately 31.4%, 37.7% and 37.3%,
respectively, of total broadcasting revenue of the Company. Our largest single
customer in 2002 and 2000, Comercial Mexicana, S.A. de C.V., accounted for 5.5%
and 6.6%, respectively, of our total broadcasting revenue in those years. Our
largest single customer in 2001, Gigante, S.A. de C.V., accounted for 7.7% of
our total broadcasting revenue in 2001. In 2002 and 2001, the companies
comprising Grupo Gigante, S.A. de C.V. accounted for 7.3% and 9.3%,
respectively, of our total broadcasting revenue in those years, while the
companies comprising Grupo Cifra accounted for 8.3% of total broadcasting
revenue in 2000. In addition to the Company's corporate clients, the two largest
Mexican political parties, the PRI and the PAN, together accounted for 10.4% of
the Company's total broadcasting revenue in 2000, reflecting the significant
campaign advertising expenditures associated with the sexennial presidential
election and the triennial congressional elections that year. In 2001, by
contrast, the two political parties contributed virtually no revenue while in
2002 they 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, 2002, the Company had a sales force of 28 individuals, of
which 17 marketed primarily to advertising agencies and major customer accounts
and 11 marketed to small and mid-sized accounts. Within its advertising agency
and major-account sales force, there is a further division of coverage
responsibility between a "news team," which focuses on the news program Formato
21, broadcast on XERED-AM, XHRED-FM, XERC-AM and XEN-AM, and a traffic report
produced for the Company by Infored, and a "music team," which is responsible
for the Company's music stations (although both teams coordinate closely in
account coverage).
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. The Company
invests cash deposited pursuant to advance sales, and includes interest
generated on such investments in broadcasting revenue. In 2002, revenue
recognized under advance-sale arrangements, including related interest income,
accounted for approximately 41.4% of total broadcasting revenue, as compared to
53.3% for 2001 and 53.8% for 2000. See Note 16 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 2003 may reduce the attractiveness of these plans for such
advertisers.
19
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, 2002, Grupo Radio Centro had 110 affiliates located
in 71 cities throughout Mexico. During the last three years, broadcasting
revenue from OIR-related activities was 1.4% to 2.1% of total broadcasting
revenue. In 2002, approximately 1.4% of the Company's revenue was attributable
to its work through OIR, and no single affiliate represented more than 10.4% of
total OIR-related revenue.
At December 31, 2002, 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, 2002, 49
affiliates were able to receive such programs via satellite from Mexico City and
the remaining affiliates received recorded programming on conventional or DAT
cassettes.
Internet and Other Media AM
On February 16, 2001, the Company acquired To2, an Internet portal company.
The Company used this acquisition to evaluate the possibilities of leveraging
the Internet as a complementary medium to radio for distribution of the
Company's content. In October 2002, the Company decided to cease operations of
this Internet subsidiary because of its limited profitability and to control
costs.
On March 14, 2001, the Company acquired Palco Deportivo, a company
providing sports-related content for radio, television, various print media and
its own Internet portal. In addition to using this acquisition to explore the
use of other media, the Company broadcasts Palco Deportivo radio programming
daily on XEQR-AM and broadcasts Palco Deportivo radio spots and advertisements
on other Company stations. See "--The Company--Capital Expenditures and
Divestitures--Capital Expenditures," "--Business Strategy--Internet and Other
Media," Item 5, "Operating and Financial Review and Prospects--Liquidity and
Capital Resources" and Note 25 to the Consolidated Financial Statements.
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, 2002, there were 55 commercial radio stations in
Mexico City (31 AM and 24 FM stations) and seven not-for-profit, public-service
stations (consisting of three AM and four FM). These constitute all of the
currently available radio broadcast channels within Mexico City's AM and FM
frequency spectrum.
20
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 25,
2003, 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)................................ 2 3 5
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........................................ 16 22 38
(1) Source: Grupo Radio Centro.
(2) In September 2000, Grupo Televisa 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.
21
Mexico City Radio Audience Share (1970-2002)1
[Graph of Mexico City Radio Audience Share (1970-2002)]
(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, these
stations were acquired by Grupo Radio Centro.
(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.
Since 1995, the Company's average Mexico City audience share has
declined from 37.1% to 31.4% in 2002. This decline is mainly attributable to
increased competition from other radio stations that have adopted formats
similar to the Company's most successful formats, including Juvenil--Youth
Oriented, Grupera--Diverse Musical Genres and News/Talk Show. For example,
several of the Company's competitors have created radio talk shows hosted by
popular television personalities to compete directly with the Monitor program,
which is hosted by Mr. Gutierrez Vivo.
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, 2002, represented only 8.8% 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
22
aggregate audience share in the future. In addition, the Company faces strong
competition from both television and various print media for advertising
revenue.
OIR Network
As with radio broadcasting, the Mexican radio-network market is highly
competitive. As of December 31, 2002, there were 26 radio networks serving 736
AM radio stations and 437 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, 2002:
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 99.9% 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, S.A. de Mexico 99.9% Marketing Company
C.V.
GRC Publicidad, S.A. de C.V. Mexico 99.9% Marketing Company
23
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.
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 99.9% Real State Company
S.A. de C.V.
Inmobiliaria Radio Centro, S.A. de Mexico 99.9% Real State Company
C.V.
Desarrollos Empresariales, S.A. de Mexico 99.9% Sub-holding Company
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, 2002, the net book value of all property and equipment was
approximately Ps. 477.0 million ($45.8 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, 2002, 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.
24
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.
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 15 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 are set to expire in 2004. The licenses
for XEDKR-AM (in Guadalajara) and XESTN-AM (in Monterrey) are set to expire in
October 2003 and November 2003, respectively. The Company has already submitted
the application to the SCT for the renewal of the licenses set to expire in 2003
and 2004. In addition, the licenses for XHRED-FM and XEN-AM are 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 itself 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.
25
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.
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
26
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
"--Business Overview--Business Strategy") because the Company sold two of its AM
stations in 2000 (see "--Business Overview--Broadcasting Operations--Production
of Programming by Infored"), 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.
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 Direccion General de Desarrollo
Tecnologico (the General Directorate of Technological Development) of the
Secretaria de Economia (the "Ministry of Economy") the following service marks
(and their corresponding design, where indicated): "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." Pursuant to the Infored
Agreement (see "--Business Overview--Broadcasting Operations--Production of
Programming by Infored"), the Company also obtained licenses to use the
following service marks: "Monitor," "Millenium," "Opinometro," "Guia del
Empresario," "Auto Sistema," and "En Confianza."
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." Certain of these
service marks have been licensed to Heftel in connection with the sale of CRC to
Heftel.
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
27
been prepared in accordance with Mexican GAAP, which differ in certain respects
from U.S. GAAP. Note 27 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, 2002. See Item 3, "Key Information--Selected Financial Data."
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. However, Grupo Radio Centro historically has had sufficient
cash flow from operations to meet its operating needs in all four calendar
quarters. In 2000, there was a departure from this general pattern in that the
Company's second quarter, instead of fourth quarter, revenue was the highest for
the year because of increased advertising expenditures related to political
campaigns.
Advertising expenditures by political campaigns represent an important
part of the Company's total broadcasting revenue. While the Company's revenue
increases significantly during congressional elections, which occur every three
years, an even more significant increase in revenue results from presidential
elections, which occur every six years (coinciding with congressional
elections), including 2000. In 1997, political advertising in connection with
congressional elections and the Mexico City gubernatorial election represented
9.0% of the Company's total broadcasting revenue. In 1998 and 1999, advertising
by political parties decreased to 1.1% and 6.5%, respectively, of total
broadcasting revenue. In 2000, in connection with the presidential and
congressional elections, political advertising increased to 20.9% of the
Company's total broadcasting revenue. Advertising by political parties decreased
to 0.1% of total broadcasting revenue in 2001 and increased to 6.1% of total
broadcasting revenue in 2002, mainly due to the elections in the State of
Mexico, which was realized in the first quarter of 2003. 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 each of the
years ended December 31, 2002, 2001 and 2000.
28
Broadcasting Income,
Excluding Depreciation and
Broadcasting Revenue Amortization
----------------------------- -----------------------------
2002 2001 2000 2002 2001 2000
---- ---- ---- ---- ---- ----
First Quarter....................... 16.6% 20.1% 21.6% (0.3%) 15.4% 17.8%
Second Quarter...................... 24.8 23.2 33.5 19.7 23.2 34.7
Third Quarter....................... 20.9 25.1 23.3 10.3 21.5 20.4
Fourth Quarter...................... 37.7 31.6 21.6 70.3 39.9 27.1
---- ---- ---- ---- ---- ----
Total.......................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
===== ===== ===== ===== ===== =====
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.
Additionally, a decline in the value of the peso increases interest expense and
results in exchange losses on the Company's foreign-currency denominated
indebtedness.
Cost-Control Measures
An important element of the Company's operating strategy is cost
control. In 2000, personnel expenses increased 6.2% as compared to 1999. This
increase was mainly attributable to increased sales commissions paid to sales
personnel in connection with increased broadcasting revenue, which were only
partially offset by a decrease in personnel expenses in connection with a 16.8%
reduction in personnel. In 2001, personnel expenses decreased 2.0% from the
previous year as a result of decreased sales commissions paid to sales personnel
in connection with decreased sales. 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. The changes in personnel in 2000 and 2001 resulted
in severance payments of Ps. 1.0 million, and Ps. 4.5 million, respectively,
which are included in other expenses (net). See Note 23 to the Consolidated
Financial Statements.
2002 vs. 2001 Results of Operations
For the year ended December 31, 2002, broadcasting revenue was Ps.
710.1 million, a 5.3% decrease as compared with Ps. 750.1 million reported for
2001. This decrease is mainly due to the slowdown of the Mexican economy in 2002
compared with 2001, which was partially offset by advertising revenues generated
from political parties during the fourth quarter of 2002.
The Company's broadcasting expenses (excluding depreciation and
amortization and corporate, general and administrative expenses) for the year
ended December 31, 2002 were Ps. 461.3 million, a 4.9% decrease as compared with
Ps. 485.0 million reported for 2001. This decrease is primarily attributable to
the cancellation of non-productive programs and better control of operating and
advertising expenses of the Company in the fourth quarter of 2002.
Broadcasting income for the year ended December 31, 2002 was Ps. 248.8
million, a 6.1% decrease as compared with Ps. 265.1 reported for 2001. This
decrease is primarily due to the decrease in broadcasting revenue, which was
partially offset by the reduction in broadcasting expenses during 2002.
29
Depreciation and amortization for the year ended December 31, 2002
decreased 8.0% to Ps. 108.0 million, from Ps. 117.5 million reported for 2001.
This decrease is primarily attributable to the write-off of goodwill in
connection with some of the Company's subsidiaries in the fourth quarter of
2002. See Notes 14, 24 and 25 to the Consolidated Financial Statements.
Corporate, general and administrative expenses for the year ended
December 31, 2002 were Ps. 45.1 million, a decrease of 10.5% as compared with
Ps. 50.4 million reported for 2001. This decrease was mainly due to lower
executive compensation.
Operating income for 2002 was Ps. 97.5 million, representing a decrease
of 1.5% compared with Ps. 97.2 million reported for 2001. This decrease is
primarily attributable to the decrease in depreciation and amortization during
2002.
Comprehensive financing cost increased from Ps. 12.1 million during
2001 to Ps. 51.2 million reported for 2002. This increase is primarily
attributable to a foreign exchange loss of Ps. 42.0 million for 2002, as
compared with a foreign exchange gain of Ps. 17.2 million for 2001, as a result
of the weakening of the peso against the U.S. dollar in the fourth quarter of
2002. This unfavorable change was partially offset by a decline in interest
expense from Ps. 35.4 million in 2001 to Ps. 20.0 million in 2002, primarily
resulting from a decrease in bank debt during 2002.
Other expenses, net, were Ps. 50.5 million in 2002, compared with Ps.
73.1 million reported for 2001. This 30.9% decrease is mainly attributable to
the closing of operations of To2, one of our subsidiaries engaged in Internet
activities, which resulted in expense savings compared to expenses incurred for
that subsidiary for the fourth quarter of 2001.
As a result, loss before provisions for income tax and employees profit
sharing for the year ended December 31, 2002 was Ps. 6.0 million compared with
an income before provisions for income tax and employee profit sharing of Ps.
12.0 million for 2001. The Company reported a negative provision for income tax
and employees profit sharing of Ps. 8.1 million for 2002, compared to a credit
of Ps. 5.8 million for 2001 that primarily resulted from the use of tax loss
carryforwards in 2001. See Note 21 to the Consolidated Financial Statements.
As a result of the foregoing factors, net income for 2002 decreased
87.7% to Ps. 2.2 million, compared with Ps. 17.8 million reported for 2001.
2001 vs. 2000 Results of Operations
For the year ended December 31, 2001, broadcasting revenue was Ps.
750.1 million, a 25.1% decrease as compared with Ps. 1,000.8 million reported
for 2000. This decrease is mainly due to a decrease in advertising expenditures
by political parties, which was partially offset by revenues generated by
XEN-AM.
The Company's broadcasting expenses (excluding depreciation and
amortization and general and administrative corporate expenses) for the year
ended December 31, 2001 were Ps. 485.0 million, an 8.6% increase as compared
with Ps. 446.5 million reported for 2000. This increase is mainly due to
operating expenses related to XEN-AM, which the Company began operating in March
2001, and Red Deportiva, a sports-news program produced by Infored that was
launched in January 2001.
Broadcasting income for the year ended December 31, 2001 was Ps. 265.1
million, a 52.2% decrease as compared with Ps. 554.3 million reported for 2000.
This decrease is primarily due to the decrease in broadcasting revenue during
2001.
30
Depreciation and amortization for the year ended December 31, 2001
increased 4.3% to Ps. 117.5 million, from Ps. 112.6 million reported for 2000,
and included the write-down of goodwill associated with Palco Deportivo and
XEN-AM. See Notes 14, 24 and 25 to the Consolidated Financial Statements.
General and administrative corporate expenses for the year ended
December 31, 2001 were Ps. 50.3 million, a decrease of 30.8% as compared with
Ps. 72.8 million reported for 2000. This decrease is mainly attributable to a
decrease in fees paid to Infored by the Company for general management and
administrative functions in connection with the production of the Monitor
program.
The Company's operating income for 2001 was Ps. 97.2 million,
representing a decrease of 73.7% compared with Ps. 368.9 million reported for
2000. This decrease is primarily attributable to the decrease in broadcasting
income in 2001.
The Company's comprehensive financing cost for the year ended December
31, 2001 was Ps. 12.1 million, a 62.0% decrease as compared with Ps. 31.9
million reported for 2000. This decrease is primarily attributable to a foreign
exchange gain of Ps. 17.2 million for 2001, as compared with a foreign exchange
loss of Ps. 8.0 million for 2000, as a result of a strengthening of the peso
against the dollar from 2000 to 2001. The decrease is also attributable to a
gain on monetary position of Ps. 3.2 million for 2001, as compared with a loss
on monetary position of Ps. 12.0 million for 2000, resulting from the Company
having net monetary liabilities in 2001 as compared with net monetary assets in
2000. The factors contributing to the decrease in the comprehensive financing
cost were partially offset by a 90.6% increase in interest expense from Ps. 18.5
million in 2000 to Ps. 35.3 million in 2001, primarily resulting from a $35.3
million loan obtained from Banco Inverlat, S.A. (now Scotiabank Inverlat, S.A.)
in the fourth quarter of 2000.
The Company's other expenses, net for 2001 were Ps. 73.1 million,
compared with Ps. 61.3 million reported for 2000. This 19.2% increase is mainly
attributable to losses incurred in connection with the non-radio
broadcasting-related activities of the Company's two subsidiaries, To2 and Palco
Deportivo, which were purchased by the Company during the first quarter of 2001.
The Company reported income before provisions for income tax and
employees profit sharing for the year ended December 31, 2001 of Ps. 12.0
million as compared with Ps. 275.7 million for 2000. The Company recorded an
income tax and employees profit sharing credit of Ps. 5.8 million for 2001 due
primarily to the use in 2001 of tax loss carryforwards. See Note 21 to the
Consolidated Financial Statements.
As a result of the foregoing, net income for 2001 decreased by 92.8% to
Ps. 17.8 million, compared with Ps. 246.0 million reported for 2000.
Liquidity and Capital Resources
The Company's primary source of liquidity is cash flow from operations.
The Company's operating activities provided Ps. 38.7 million in 2002, Ps. 149.1
million in 2001 and Ps. 451.9 million in 2000. Cash flow from operations
historically has been sufficient to cover the Company's working capital needs.
At December 31, 2000, working capital was Ps. 155.4 million. However, at
December 31, 2001, the working capital deficit was Ps. 48.0 million, due
primarily to the Company's acquisitions of XEN-AM, Palco Deportivo, and To2,
which were financed mainly through short-term loans. At December 31, 2002,
working capital was Ps. 0.2 million. See Notes 24 and 25 to the Consolidated
Financial Statements. The Company expects to be able to meet its working capital
needs in 2003 with cash flow from its operations.
31
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.
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. As amended by a letter
agreement, dated April 17, 2001, the loan agreement provided for an annual
interest rate of LIBOR plus 3.00% (beginning May 1, 2001) and the payment of
principal beginning October 31, 2001. The Company used the proceeds of the loan
to fund a capital reduction in the amount of Ps. 358.1 million (Ps. 343 million,
nominal amount), resulting in a payment of that amount to shareholders. See Item
8, "Financial Information--Other Financial Information--Dividend Policy."
The Scotiabank Inverlat 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 its assets and enter into
transactions with affiliates. As of December 31, 2001, the Company was not in
compliance with the covenants requiring that the Company maintain a certain
ratio of total liabilities to EBITDA and a certain level of tangible capital,
each as defined in the loan agreement. The Company obtained a waiver from
Scotiabank Inverlat of its non-compliance with the tangible capital financial
covenant through December 31, 2001 and the total liabilities to EBITDA financial
covenant through March 31, 2002. Scotiabank Inverlat additionally agreed to
amend the total liabilities to EBITDA financial covenant in the loan agreement
to increase the ratio permitted through December 31, 2003. As a condition to the
granting of the waiver and the amendment, the Company agreed to convert the
denomination of $13.6 million 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 not to 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. See Note 15 to the
Consolidated Financial Statements.
Under a subsequent amendment to the Scotiabank Inverlat loan agreement
on December 10, 2002, the Company agreed to convert the remaining $23.3 million
of the outstanding balance under the loan agreement from U.S. dollars into
Mexican pesos, to pay interest equal to TIIE plus a variable rate ranging from
2.0% to 3.25%, depending on the ratio of the Company's total liabilities to
EBITDA, and not to pay any dividends for so long as the Company is not in
compliance with financial covenants in the loan agreement during three
consecutive quarters starting with the fourth quarter of 2002. As of December
31, 2002 and the end of the first quarter of 2003, the Company was in compliance
with all of its financial covenants in the loan agreement. The Company and
Scotiabank Inverlat are discussing an extension of the loan's maturity until
October 31, 2007, which would reduce the size of payments beginning in October
2003.
At December 31, 2002, the Company's total indebtedness was Ps. 341.4
million, of which Ps. 182.9 million was short-term indebtedness and Ps. 158.5
million was long-term indebtedness. The Company's long-term indebtedness was
related to the Scotiabank Inverlat loan described above. The Company's
short-term indebtedness was related to the current portion of the Scotiabank
Inverlat loan and to several short-term promissory notes issued by the Company
between 2001 and 2003.
The first promissory note, dated July 24, 2002, represented
indebtedness owing to BBVA Bancomer, S.A. in the principal amount of $5.0
million, bore interest at an annual interest rate equal to LIBOR plus 1.35% and
matured on January 17, 2003. The second promissory note, dated August 2, 2002,
represented indebtedness owing to BBVA Bancomer, S.A. in the principal amount of
$1.5 million, initially bore interest at an annual rate of LIBOR plus 1.2% and
32
matured on January 17, 2003. On January 17, 2003, both promissory notes owing to
BBVA Bancomer, S.A. were combined and their maturities extended. The combined
promissory note, dated January 17, 2003, represented indebtedness owing to BBVA
Bancomer, S.A. in the principal amount of $6.5 at an annual interest rate of
2.5% and matured on May 19, 2003. On May 19, 2003, the Company paid the $6.5
million to BBVA Bancomer, S.A. and agreed to a new short-term loan in the amount
of Ps. 50.0 million, which bears interest at an annual rate of 6.9% and is
scheduled to mature on July 17, 2003.
The third promissory note, dated November 12, 2002, represented
indebtedness owing to Banco Nacional de Mexico, S.A. in the principal amount of
$3.5 million, bore interest at an annual rate of 3.2% and matured on January 10,
2003. On January 10, 2003, the promissory note was extended until March 11, 2003
and the annual interest rate lowered to 2.78%. The principal and interest were
paid off at maturity on March 11, 2003. See Note 15 to the Consolidated
Financial Statements. The proceeds of the promissory notes described above were
used to finance the Company's acquisitions of XEN-AM, Palco Deportivo and To2.
See Item 4, "Information on the Company--The Company--Capital Expenditures and
Divestitures--Capital Expenditures" and Notes 24 and 25 to the Consolidated
Financial Statements.
The Company has not entered into any arrangements for the purpose of
hedging interest rate or currency risk.
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. 76.0 million. In 2002, the Company repurchased from the public
market 1,230,400 shares at an aggregate cost of Ps. 4.7 million (Ps. 4.6
million, nominal amount), representing approximately 0.7% of outstanding capital
stock. During 2001, the Company's principal use of funds, other than for
operating purposes and capital expenditures (see Item 4, "Information on the
Company--The Company--Capital Expenditures and Divestitures--Capital
Expenditures"), was the payment of dividends totaling Ps. 125.6 million (Ps.
115.0 million, nominal amount). During 2000 the Company's principal use of
funds, other than for operating purposes, capital expenditures and the capital
reduction described above, was to repurchase outstanding capital stock and to
pay dividends. In 2000, the Company repurchased from the public market
20,963,286 shares at an aggregate cost of Ps. 214.6 million (Ps. 184.4 million,
nominal amount), representing approximately 11.3% of outstanding capital stock,
and paid Ps. 50.2 million (Ps. 42.7 million, nominal amount) in dividends. Grupo
Radio Centro may from time to time repurchase its outstanding equity securities
if market conditions and other relevant considerations make such repurchases
appropriate.
U.S. GAAP Reconciliation
Net income under U.S. GAAP for 2002, 2001 and 2000 was Ps. 73.3
million, Ps. 93.2 million and Ps. 319.9 million, respectively. The difference
between net income under U.S. GAAP and Mexican GAAP was primarily attributable
in 2002, 2001 and 2000, to the amortization of goodwill with respect companies
purchased from related parties. Under 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 now 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 and
determined that no impairment adjustment was necessary.
Shareholders' equity under U.S. GAAP at December 31, 2002, December 31,
2001 and December 31, 2000 was approximately Ps. 1.2 billion, Ps. 1.2 billion
and Ps. 1.3 billion, respectively. In 2002, 2001 and 2000, the difference
between shareholders' equity under U.S. GAAP and Mexican GAAP was mainly due to
33
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.
For a further discussion of the differences between Mexican GAAP and
U.S. GAAP as they relate to Grupo Radio Centro, see Note 27 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 2002, 2001 and 2000 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 27 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. At the shareholders meeting held on April 25, 2003, the Company
amended its bylaws. See Item 10, "Additional Information--Bylaws." The bylaws,
as amended, 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 25, 2003. 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, the Aguirre members of the
Board of Directors, except for Ana Maria Aguirre and Rafael Aguirre, sit on the
boards of directors of various radio stations in Mexico.
34
Francisco Aguirre G. Age: 61
(Chairman) Years as director: 3
Principal occupation: Private Investor
Other directorships: Chairman of the board of Grupo Radio Mexico,
S.A. de C.V.
Maria Esther Aguirre G. Age: 63
(Vice President) Years as director: 3
Principal occupation: Private Investor
Maria Adriana Aguirre G. Age: 56
(Vice President) Years as director: 3
Principal occupation: Private Investor
Ana Maria Aguirre G. Age: 58
Years as director: 32
Principal occupation: Private Investor
Other directorships: Director of Avon Cosmeticos, S.A. de C.V.
Carlos Aguirre G. Age: 48
Years as director: 3
Principal occupation: General Director of Grupo Radio Centro
Rafael Aguirre G. Age: 45
Years as director: 10
Principal occupation: Private Investor
Other directorships: Chairman of the Board of the Quintana Roo
branch of Bancrecer, S.A.; Director of the
Quintana Roo branch of Banco
Internacional, S.A.; Director of the
Yucatan Peninsula branch of Banco Nacional
de Mexico, S.A.
Jose Manuel Aguirre G. Age: 40
Years as director: 3
Principal occupation: Private Investor
Pedro Beltran N. Age: 59
Years as director: 1
Principal occupation: Finance and Administrative Director and Chief
Financial Officer of Grupo Radio Centro
Sergio Nino M. Age: 62
Years as director: 1
Principal occupation: Financial Advisor
Jose Raymundo Leal M. Age: 57
Years as director: 1
Principal occupation: Financial Advisor
35
Thomas Harold Raymond Moffet Age: 61
Years as director: 3
Principal occupation: President of Amsterdam Pacific Securities,
LLC (a financial advisory firm)
Luis de la Fuente Baca Age: 57
Years as director: 3
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 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 and that the Board of Directors shall be entitled to appoint and
remove the external auditor, taking into consideration the recommendation of the
Audit Committee.
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 Francisco Aguirre G.
(chairman), Jose Manuel Aguirre G. (vice president), Ana Maria Aguirre G., Maria
Esther Aguirre G., Maria Adriana Aguirre G., Carlos Aguirre G. and Rafael
Aguirre G.
Audit Committee
The Audit Committee consists of three regular members of the Board of
Directors appointed to the Audit Committee by the shareholders at the annual
shareholders meeting. The chairman of the Audit Committee and the majority of
its members must be independent directors as independent is defined under
Mexican securities market law.
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. The Audit Committee may make recommendations to
the Board of Directors for the hiring or removal of the external auditor and the
approval of any additional non-audit services to be rendered by the external
auditors, and to propose the hiring of independent advisors as it may deem
necessary in order to make recommendations. 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. All resolutions of
the Audit Committee must be approved by at least a majority of its independent
members. 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 Jose Manuel Aguirre G. and two
independent directors: Thomas Harold Raymond Moffet and Luis de la Fuente Baca,
as committee chairman. Both Mr. Moffet and Mr. de la Fuente Baca have provided
financial advisory services to the Aguirre family.
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, Alejandro Martinez C.,
and one alternate statutory auditor, Patricio Montiel F.
Executive Officers
The executive officers of Grupo Radio Centro are as follows:
Carlos Aguirre G. Years as officer: 24
General Director Years of service: 29
37
Martha Resendiz G. Years as officer: 7(1)
Corporate Marketing Director Years of service: 7
Pedro Beltran N. Years as officer: 17
Finance and Administrative Director and Years of service: 17
Chief Financial Officer
Arturo Yanez F. Years as officer: 19
Administrative Sub-Director Years of service: 19
Sergio Gonzalez L. Years as officer: 19
Operations Director Years of service: 19
Luis Cepero A. Years as officer: 20
Audio Engineering Director Years of service: 42
Eduardo Stevens A. Years as officer: 13
Transmission Engineering Director Years of service: 23
Gonzalo Yanez V. Years as officer: 3
Marketing Director Years of service: 6
Rodolfo Nava C. Years as officer: 3
Audit and Information Manager Years of service: 17
Alvaro Fajardo de la Mora Years as officer: 18
General Counsel Years of service: 18
(1) Ms. Resendiz was appointed to her position with Grupo Radio Centro in
January 1996. Prior to joining the Company, she had served 16 years as an
officer of RED.
Compensation
For the year ended December 31, 2002, the aggregate compensation for
the executive officers of the Company paid or accrued in that year for services
in all capacities was Ps. 20.0 million, of which approximately Ps. 3.0 million
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 2002 was Ps. 15.3 million. The total of
payments to directors for attendance at Board of Director meetings during 2002
was Ps. 341,000.
Employees
At December 31, 2002, Grupo Radio Centro employed a total of 394
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, 2001 and December 31, 2000, the Company
employed a total of 406 and 396 full-time employees, respectively. Grupo Radio
38
Centro also employs a varying number of temporary employees. During 2002, the
Company employed an average of 117 temporary employees.
Negotiations with Union employees are conducted at the industry level
pursuant to a global 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,
2004; however, salary increases are implemented annually. On February 1, 2003,
the Company and the Union agreed to a 5.0% 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 25, 2003, the Aguirre members of the Board of Directors had
beneficial ownership, through the two Mexican trusts through which they hold
their Series A Shares and CPOs, of 51,604,262 Series A Shares of the Company and
32,416,381 CPOs, together representing 51.6% 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.
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"). As a result of this division, the Old Controlling Trust
held 11,669,528 CPOs and the New Controlling Trust held 51,604,262 Series A
Shares and 20,746,853 CPOs. 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").
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
39
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
ownership of Series A Shares by holders of more than 5% of the outstanding
Series A Shares as of June 25, 2003.
As of June 25, 2003
-----------------------------------
Percentage of:
Series A Shares Series A Shares (not All Series A
Name of Person or Group Owned CPOs Owned in CPO form) Shares(1)
- ---------------------------------- --------------- ---------- -------------------- -----------
Old Controlling Trust............. -- 11,669,528 -- 7.2%
New Controlling Trust............. 51,604,262 20,746,853 100.0% 44.4%
(1) Percentages are based on 162,724,561 Series A Shares issued and outstanding
as of June 25, 2003.
The voting rights of the holders of Series A Shares not held in the
form of CPOs or ADSs are identical.
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." At June 25,
2003, to the best knowledge of the Company, approximately 33% of the outstanding
Series A Shares were represented by ADSs. To the best knowledge of the Company,
the number of CPOs not held in the form of ADSs at June 25, 2003 (other than
those held by the Controlling Trusts as described above) was approximately 14%
of the outstanding Series A Shares. It is not practical for the Company to
determine the number of U.S. holders of such CPOs or ADSs.
40
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 110 affiliates in the network
serviced by OIR at December 31, 2002. Affiliated stations owned or controlled by
members of the Aguirre family accounted for approximately 25.6%, 24.4% and 20.1%
of OIR revenue (or 0.3%, 0.3% and 0.4% of Grupo Radio Centro's total
broadcasting revenue) for the fiscal years ended December 31, 2002, 2001 and
2000, 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 Radio
Emisora XHSP-FM, S.A. de C.V., a company owned by Francisco Aguirre Gomez,
chairman of the Board of Directors of the Company, for an indefinite term
pursuant to which Radio Emisora XHSP-FM is compensated for services provided to
the Company by Mr. Aguirre. The Company incurred expenses under this contract
totaling Ps. 7.6 million, Ps. 7.6 million and Ps. 7.2 million in 2002, 2001 and
2000, respectively. 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 Administrative
Sub-Director, 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.
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-47.
Other Financial Information
Legal and Arbitration Proceedings
As of June 25, 2003, other than the arbitration proceeding described
under Item 4, "Business Overview--Broadcasting Operations--Production of
Programming by Infored," 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.
41
Dividend Policy
The table below sets forth each of the dividends paid by the Company
during the period 1999-2002, 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.
Date Dividend Paid Fiscal Year with Aggregate Amount Dividend Per Dividend Per Dividend Per
Respect to which of Dividend Paid Series A Share Series A ADS
Dividend Paid(1) (Nominal Pesos) (Nominal Share (U.S. (U.S.
Pesos)(2) dollars)(2) dollars)(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
(1) The Company paid no dividends with respect to 1998 or 2001.
(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 25, 2003, no dividend was declared with respect to
2002; however, 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."
On December 7, 2000, the Company reduced its capital by Ps. 343 million
(nominal amount) through a payment to its shareholders of that amount. The
payment was funded through a $35 million loan obtained from Scotiabank Inverlat
on October 30, 2000 which contains a covenant effectively limiting the Company's
ability to pay dividends in the future. See Item 5, "Operating and Financial
Review and Prospects--Liquidity and Capital Resources."
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:
42
- 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).
- As of June 30, 2003, all CPOs held by holders that qualify as Mexican
investors, as defined in the Company's bylaws (see "--Limitations
Affecting Non-Mexican Holders"), will be exchanged for Series A Shares
held in the CPO Trust. As of June 30, 2003, qualifying Mexican
investors will not hold CPOs but rather will directly hold Series A
Shares. Non-Mexican holders of CPOs will continue to hold CPOs and
will not be entitled to withdraw the Series A Shares held in the CPO
Trust.
In connection with the Amended CPO Trust, the Series A Shares will
commence 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 will continue to be 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 Institucion para el Deposito de Valores, S.A.
de C.V. is a privately owned securities depositary that acts as a clearinghouse
for Mexican Stock Exchange transactions.
The amendments to the CPO Trust do 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 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 CPO Amounts per ADS
------------------------ -----------------------
(in nominal pesos) (in U.S. dollars)
High Low High Low
1998...................................................... 14.70 4.90 15.56 4.19
- ----
1999...................................................... 10.00 4.20 9.00 3.75
- ----
2000...................................................... 15.00 6.90 14.50 5.75
- ----
2001
- ----
First Quarter....................................... 9.00 6.56 8.25 6.13
Second Quarter ..................................... 8.00 5.60 7.34 5.50
Third Quarter....................................... 7.31 5.95 7.40 5.40
Fourth Quarter...................................... 6.02 5.30 6.08 5.20
2002
- ----
First Quarter....................................... 6.30 5.05 6.24 5.10
Second Quarter .................................. 5.95 2.61 6.00 2.61
Third Quarter....................................... 3.55 3.30 3.63 2.65
43
Mexican New York
Stock Exchange Stock Exchange
------------------------ -----------------------
Amounts per CPO Amounts per ADS
------------------------ -----------------------
(in nominal pesos) (in U.S. dollars)
High Low High Low
Fourth Quarter...................................... 3.49 2.25 2.64 1.76
2003
- ----
First Quarter ...................................... 3.00 2.40 2.52 1.61
Most Recent Six Months
- ----------------------
December 2002....................................... 3.49 2.40 1.76 1.95
January 2003........................................ 2.40 2.40 2.05 1.78
February 2003....................................... 2.40 2.40 1.84 1.61
March 2003.......................................... 3.00 2.40 2.52 1.88
April 2003.......................................... 4.20 3.00 3.70 2.40
May 2003............................................ 5.00 4.00 4.30 3.10
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 Comision Nacional Bancaria y de
Valores (National Banking and Securities Commission, 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."
At the annual shareholders meeting held on April 25, 2003, the Company
amended its bylaws. The amendments were intended, among other things, to comply
with the general provisions applicable to issuers and other participants in the
securities market, published by the CNBV on March 19, 2003.
44
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.
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
45
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 20 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 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
46
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.
47
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 will be 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.
48
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
(Banco Internacional, S.A., Institucion de Banca Multiple, Grupo Financiero
Bital). 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.
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.
49
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.
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
50
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.
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
51
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. Subsequently, on December 10, 2002, the Company
amended the loan agreement again and converted 100% of the indebtedness from
U.S. dollars to Mexican pesos. See Item 5, "Operating and Financial Review and
Prospects--Liquidity and Capital Resources".
On March 1, 2001, the Company entered into agreements to operate and,
subject to the approval of the SCT and the Federal Competition Commission, to
later purchase the radio station XEN-AM for approximately $6.0 million,
including approximately $1.0 million in monthly payments under an operating
agreement effective up to the consummation of the purchase, $3.4 million in
deposits and cash delivered upon consummation of the purchase and $1.6 million
in payments to a third party, primarily in connection with the termination of a
marketing services contract between the third party and the previous owner of
XEN-AM. On December 31, 2001, the Company consummated the purchase of XEN-AM,
subject to the approval of the SCT. The SCT approved the purchase on April 8,
2003. See Item 4, "Information on the Company--Capital Expenditures and
Divestitures--Capital Expenditures," and "--Business Overview--Business
Strategy--Maintenance of Leading Market Position," Item 5, "Operating and
Financial Review and Prospects--Liquidity and Capital Resources" and Note 24 to
the Consolidated Financial Statements.
On June 29, 2001, 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
52
operates the radio station XHFO-FM. The agreement is scheduled to terminate on
January 2, 2005. 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 and a Protocol 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
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, unless he or
she has resided in another country for more than 183 calendar days during the
year and can demonstrate that he or she became a resident of that country for
tax purposes. 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.
53
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 in respect of the Series A Shares
represented by CPOs or ADSs after December 31, 2002 and before January 1, 2009
is subject to taxation at a maximum rate of 15%. U.S. holders should consult
their own tax adviser 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.
Income generated on the sale of CPOs 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 in order to benefit from this exemption.
Notwithstanding the Mexican taxes on capital gains 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 or
fixed base 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.
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.
54
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 after
May 5, 2003 and before January 1, 2009 generally is subject to taxation at a
maximum rate of 15%. The net long-term capital gain recognized by an individual
holder before May 6, 2003 generally is subject to taxation at a maximum rate of
20%.
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.
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
55
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.
56
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.
57
Item 11. Quantitative and Qualitative Disclosure About Market Risk
The Company is exposed to market risk from changes in currency exchange
rates and interest 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 years ended
December 31, 2002 and 2001, U.S. dollar-denominated assets represent principally
bank deposits and marketable securities, and U.S. dollar-denominated liabilities
represent primarily bank loans. See Notes 4 and 15 to the Consolidated Financial
Statements.
At December 31, 2002 At December 31, 2001
(in thousands) (in thousands)
---------------------------- ----------------------------
U.S. dollar-denominated assets............................ $ 1,187 $2,298
U.S. dollar-denominated liabilities....................... ($10,000) ($41,171)
-------- --------
Net liability position.................................... ($8,813) ($38,873)
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 the debt service obligations with respect to the Company's
foreign currency-denominated indebtedness. 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 indebtedness would increase.
The Company generally does not hedge or enter into derivative transactions with
respect to its foreign currency exposure.
At December 31, 2002, the Company's total foreign currency-denominated
indebtedness amounted to $10.0 million consisting of an aggregate outstanding
principal amount of $6.5 million under short-term bank loans from BBVA Bancomer,
S.A., and an aggregate outstanding amount of $3.5 million from Banco Nacional de
Mexico, S.A. See Item 5, "Operating and Financial Review and
Prospects--Liquidity and Capital Resources" and Note 15 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 and interest expenses of
approximately Ps. 4.3 million in 2003, including approximately Ps. 2.3 million
in additional operating expenses and Ps. 2.0 million in additional interest
expense. The additional interest expense would reflect the increased cost in
pesos of servicing the Company's U.S. dollar denominated loans, based on the
amount and terms of the loans the Company expects to have outstanding during
2003 and, with respect to floating-rate loans, assuming an interst rate for
each such loan in 2003 based on the applicable reference interest rate as of
December 31, 2002. As of May 31, 2003, the Company had no indebtedness
denominated in a foreign currency.
A hypothetical and unfavorable 10% change in the currency exchange rate
on December 31, 2002 would have resulted in an estimated foreign exchange loss
of approximately Ps. 9.2 million for 2002, reflecting the increased value in
pesos of the Company's net foreign currency-denominated liability position.
58
Interest Rate Risk
The Company's interest rate risk exists principally with respect to its
indebtedness bearing interest at a floating rate and the indebtedness with
respect to which it intends to negotiate an extension of the maturities. At
December 31, 2002, the Company's principal outstanding floating-rate
indebtedness consisted of the Scotiabank Loan. As the interest rate for that
loan is based on TIIE, increases in TIIE will increase the Company's interest
expense with respect to the loan. Additionally, the Company intends to negotiate
an extension of the July 17, 2003 maturity of its Ps. 50.0 million loan from
BBVA Bancomer, S.A. (see Item 5, "Operating and Financial Review and
Prospects--Liquidity and Capital Resources"). Such negotiation may result in an
increase in the applicable interest rates. The Company generally does not hedge
or enter into derivative transactions with respect to its interest rate
exposure.
A hypothetical increase of 100 basis points in the interest rates
applicable to the Scotiabank Loan and the loan with respect to which the Company
expects to negotiate a maturity extension, based on the amount of such loans the
Company expects to have outstanding during 2003, would result in additional
interest expense of approximately $2.4 million in 2003.
Item 12. Description of Securities other than Equity Securities
Not applicable.
59
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
Within the 90 days prior to the date of this report, the Company
carried out an evaluation under the supervision and with the participation of
the Company's management, including the General Director and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. 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 and as of the date of the Company's evaluation, the General Director
and Chief Financial Officer concluded that the disclosure controls and
procedures are effective to provide reasonable assurance that information
required to be disclosed in the reports the Company files and submits under the
Exchange Act is recorded, processed, summarized and reported as and when
required.
Item 16. [Reserved]
PART III
Item 17. Financial Statements
Not applicable.
Item 18. Financial Statements
See pages F-1 through F-47, incorporated by reference herein.
Item 19. Exhibits
Documents filed as exhibits to this annual report:
60
(a) List of Financial Statements
Consolidated Financial Statements of Grupo Radio Centro, S.A. de C.V. for the Years Ended
December 31, 2002, 2001 and 2000
Report of independent auditors......................................................................... F-1
Consolidated balance sheets as of December 31, 2002 and 2001........................................... F-3
Consolidated statements of income for the years ended December 31, 2002, 2001 and 2000................. F-4
Consolidated statements of changes in shareholders' equity for the years ended
December 31, 2002, 2001 and 2000.................................................................... F-5
Consolidated statements of changes in financial position for the years ended
December 31, 2002, 2001 and 2000.................................................................... F-6
Notes to consolidated financial statements as of and for the years ended December 31, 2002,
2001 and 2000....................................................................................... 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 25, 2003, filed as an English
translation................................................................................................. 1.2
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....................................................................... 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
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)....................................................................................... 4.1
Amended and Restated Public Deed, dated as of June 27, 2003 (the "Amended and Restated CPO Deed"), filed as
an English translation...................................................................................... 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(e).............................................................................. 4.3
61
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)................................................ 4.4
Loan Agreement, dated October 30, 2000, between Grupo Radio Centro, S.A. de C.V. and Banco Inverlat, S.A.,
together with an English translation(f)..................................................................... 4.5
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 of October 30, 2000, together with an English
translation(f).............................................................................................. 4.6
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, dated October 30, 2000(g)............................... 4.7
Amendment, dated December 10, 2002, to the Loan Agreement, dated October 30, 2000, filed as an English
translation................................................................................................. 4.8
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).............................................................................. 4.9
List of Subsidiaries of the Company......................................................................... 8.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002..................................... 12.1
- ----------------------
(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.
(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.
62
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.
Dated: June 30, 2003
GRUPO RADIO CENTRO, S.A. de C.V.
By: /s/ Pedro Beltran Nasr
---------------------------------------------
Pedro Beltran Nasr
Chief Financial Officer
63
CERTIFICATIONS
I, Carlos Aguirre Gomez , certify that:
1. I have reviewed this annual report on Form 20-F of Grupo Radio
Centro, S.A. de C.V.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: June 30, 2003
/s/ Carlos Aguirre Gomez
-------------------------
Carlos Aguirre Gomez
General Director
CERTIFICATIONS
I, Pedro Beltran Nasr, certify that:
1. I have reviewed this annual report on Form 20-F of Grupo Radio
Centro, S.A. de C.V.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: June 30, 2003
/s/ Pedro Beltran Nasr
-----------------------
Pedro Beltran Nasr
Chief Financial Officer
GRUPO RADIO CENTRO, S.A. DE C.V.
--------------------------------
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
Page
------------------
Report of independent auditors
F-1 to F-2
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2002 and 2001 F-3
Consolidated Statements of Income
for the years ended December 31, 2002, 2001 and 2000 F-4
Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 31, 2002, 2001, and 2000 F-5
Consolidated Statements of Changes in Financial Position
for the years ended December 31, 2002, 2001, and 2000 F-6
Notes to the Consolidated Financial Statements F-7 to F-47
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, 2002 and 2001, and the related
consolidated statements of income, changes in shareholders' equity and changes
in financial position for each of the years in the three year period ended
December 31, 2002. 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 the United States of America and in Mexico. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the 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 as of December 31, 2002 and 2001, and the 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, 2002, 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,
2002, and the shareholders' equity and changes in financial position as of
December 31, 2002 and 2001, to the extent summarized in Note 27 to the
accompanying consolidated financial statements.
These consolidated financial statements have been translated into English solely
for the convenience of readers of this language.
BDO International
Mexico City
February 20, 2003, except for Note 15,
which dates are March 11 and May 19, 2003
F-2
GRUPO RADIO CENTRO, S.A. DE C.V.
------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2002 AND 2001
------------------------------------------------------------
(Unless otherwise specified, all amounts bearing the symbol "Ps" are expressed in
thousands of constant Mexican pesos with purchasing power as of December 31, 2002.
Amounts bearing the symbol "US$" are expressed in thousands of US dollars.)
2002 2002 2001
-------------- ------------- -------------
(Note 2)
ASSETS
------
CURRENT:
Cash and temporary investments (Note 5) US$ 3,771 Ps 39,315 Ps 70,436
Accounts receivable:
Broadcasting, net of allowance for doubtful
accounts of Ps1,600 and Ps1,427 20,644 215,218 156,538
Other receivables (Note 7) 571 5,947 5,787
Income taxes recoverable 1,672 17,427 47,305
Value - added tax receivable - - 10,761
-------------- ------------- -------------
22,887 238,592 220,391
-------------- ------------- -------------
Guarantee deposits (Note 8) 663 6,915 7,258
Prepaid expenses (Note 11) 1,554 16,197 14,100
-------------- ------------- -------------
Total current assets 28,875 301,019 312,185
-------------- ------------- -------------
Prepaid expenses (Note 11) 10,031 104,571 120,142
Property and equipment, net
(Notes 12 and 15) 45,753 476,973 507,007
Deferred charges, net (Note 13) 1,700 17,719 15,930
Excess cost over net book value of net assets of
subsidiaries, net (Note 14) 77,642 809,417 882,413
Guarantee deposits (Note 8) 719 7,491 14,517
Other assets 301 3,141 4,334
-------------- ------------- -------------
US$ 165,021 Ps 1,720,331 Ps 1,856,528
============== ============= =============
2002 2002 2001
-------------- -------------- -------------
(Note 2)
LIABILITIES
-----------
CURRENT:
Notes payable (Note 15) US$ 17,543 Ps 182,882 Ps 172,949
Advances from customers
(Note 16) 3,915 40,821 86,426
Suppliers and other accounts
payable (Note 17) 6,168 64,244 94,069
Taxes payable (Note 18) 1,278 13,319 6,729
-------------- -------------- -------------
Total current liabilities 28,904 301,266 360,173
LONG-TERM:
Notes payable (Note 15) 15,203 158,487 225,496
Reserve for labor obligations
(Note 19) 2,414 25,167 19,732
Deferred taxes (Note 21) 7,749 80,781 93,135
-------------- -------------- ------------
Total liabilities 54,270 565,701 698,536
-------------- -------------- ------------
SHAREHOLDERS' EQUITY
(Note 20):
Capital stock 98,910 1,031,139 1,037,698
Retained earnings 16,253 169,436 167,272
Reserve for repurchase of shares 3,508 36,567 34,733
Surplus on restatement of capital 386 4,082 4,005
Cumulative effect on prior years
of initial recognition of deferred
income taxes (Note 21) (8,358) (87,132) (86,240)
-------------- -------------- -------------
110,699 1,154,092 1,157,468
Minority interest 52 538 524
-------------- -------------- -------------
110,751 1,154,630 1,157,992
-------------- -------------- -------------
US$ 165,021 Ps 1,720,331 Ps 1,856,528
============== ============== =============
The accompanying notes are an integral part of these consolidated financial statements.
F-3
GRUPO RADIO CENTRO, S.A. DE C.V.
--------------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------------
(Unless otherwise specified, all amounts bearing the symbol "Ps" are expressed
in thousands of constant Mexican pesos with purchasing power as of December 31, 2002.
Amounts bearing the symbol "US$" are expressed in thousands of US dollars.)
2002 2002 2001 2000
----------------- ---------------- ---------------- ---------------
(Note 2 )
BROADCASTING REVENUES US$ 68,118 Ps 710,135 Ps 750,103 Ps 1,000,832
Broadcasting expenses, excluding
depreciation and amortization 44,248 461,286 485,001 446,484
----------------- ---------------- ---------------- ---------------
Broadcasting income 23,870 248,849 265,102 554,348
Depreciation and amortization 10,363 108,030 117,519 112,631
General and administrative corporate expenses
(Note 22) 4,328 45,117 50,393 72,807
----------------- ---------------- ---------------- ---------------
Operating income 9,179 95,702 97,190 368,910
----------------- ---------------- ---------------- ---------------
COMPREHENSIVE COST OF FINANCING
Interest expense 1,920 20,032 35,354 18,551
Interest income (214) (2,229) (2,831) (6,799)
Loss (gain) on foreign currency exchange,
net (Note 4) 4,035 42,061 (17,190) 8,075
(Gain) loss on net monetary position (833) (8,688) (3,218) 12,089
----------------- ---------------- ---------------- ---------------
4,908 51,176 12,115 31,916
----------------- ---------------- ---------------- ---------------
Other expenses, net (Note 23) 4,842 50,479 73,084 61,287
----------------- ---------------- ---------------- ---------------
Income (loss) before provisions (571) (5,953) 11,991 275,707
Provisions (benefit) for income taxes and
employee profit sharing (Note 21) (780) (8,131) (5,772) 29,624
----------------- ---------------- ---------------- ---------------
Net income US$ 209 Ps 2,178 Ps 17,763 Ps 246,083
================= ============= ============= ============
NET INCOME APPLICABLE TO:
Majority interest US$ 208 Ps 2,164 Ps 17,747 Ps 245,868
Minority interest 1 14 16 215
----------------- ---------------- ---------------- ---------------
US$ 209 Ps 2,178 Ps 17,763 Ps 246,083
================= ============= ============= ============
NET INCOME PER SHARE US$ 0 Ps 0.013 Ps 0.108 Ps 1.500
================= ============= ============= ============
The accompanying notes are an integral part of these consolidated financial statements.
F-4
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
----------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------------
(Unless otherwise specified, all amounts bearing the symbol "Ps" are expressed
in thousands of constant Mexican pesos with purchasing power as of December 31, 2002.
Amounts bearing the symbol "US$" are expressed in thousands of US dollars.)
Cumulative
effect on
prior years
of
Surplus initial
Reserve (deficit) recognition
for on
Capital Retained repurchase Stock restatement Minority of deferred Comprehensive
stock earnings of shares premium of capital interest income taxes Total income
------------ ----------- ---------- ------------- ----------- -------- ------------------------ -------------
Balances as of
December 31,
1999 (Note 20) Ps 667,269 Ps 137,735 Ps 63,228 Ps 1,049,388 Ps(172,667) Ps 293 Ps (86,184) Ps1,659,062 Ps 31,622
=============
Increase to
the reserve
for the
repurchase of
shares - (36,459) 36,459 - - - - - -
Repurchase of
shares (127,776) - (86,755) - - - - (214,531) -
Net income for
the year - 246,083 - - - - - 246,083 246,083
Dividends paid - (50,221) - - - - - (50,221) -
Capitalization
of premium on
issue of
shares and
deficit on
restatement of
capital 876,721 - - (1,049,388) 172,667 - - - -
Refund of
shareholders'
equity (378,516) - - - - - - (378,516) -
Recognition of
deferred
income tax
related to the
holding of
non-
monetary
assets (Note
21) - - - - 4,005 - - 4,005 4,005
Minority
interest - (215) - - - 215 - - -
Balances as of
December 31,
------------ ----------- ---------- ------------- ----------- -------- ----------- ------------ -------------
2000 (Note 20) 1,037,698 296,923 12,932 - 4,005 508 (86,184) 1,265,882 Ps 250,088
=============
Increase to
the reserve
for the
repurchase of
shares - (21,837) 21,837 - - - - - -
Repurchase of
shares (1,287) - (163) - - - - (1,450) -
Net income for
the year - 17,763 - - - - - 17,763 17,763
Dividends paid - (125,561) - - - - - (125,561) -
Sales of
shares 1,287 - 127 - - - - 1,414 -
Cumulative
effect of
recognition of
deferred
income taxes - - - - - - (56) (56) (56)
Minority
interest - (16) - - - 16 - - -
Balances as of
December 31,
------------ ----------- ---------- ------------- ----------- -------- ----------- ------------ -------------
2001 (Note 20) 1,037,698 167,272 34,733 - 4,005 524 (86,240) 1,157,992 Ps 17,707
=============
Repurchase of
shares (6,559) - 1,834 - - - - (4,725) -
Net income for
the year - 2,178 - - - - - 2,178 2,178
Cumulative effect
of recognition
of
deferred
income taxes - - - - 77 - (892) (815) (815)
Minority
interest - (14) - - - 14 - - -
------------ ----------- ---------- ------------- ----------- -------- ----------- ------------ -------------
Balances as of
December 31,
2002 (Note 20) Ps1,031,139 Ps 169,436 Ps 36,567 Ps - Ps 4,082 Ps 538 Ps (87,132) Ps1,154,630 Ps 1,363
============ =========== ========== ============= =========== ======== =========== ============ =============
The accompanying notes are an integral part of these consolidated financial statements.
F-5
GRUPO RADIO CENTRO, S.A. DE C.V.
--------------------------------------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
--------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
-----------------------------------------------------
(Unless otherwise specified, all amounts bearing the symbol "Ps" are expressed
in thousands of constant Mexican pesos with purchasing power as of December 31, 2002.
Amounts bearing the symbol "US$" are expressed in thousands of US dollars.)
2002 2002 2001 2000
----------------- -------------- --------------- ---------------
(Note 2)
OPERATING ACTIVITIES:
- ---------------------
Net income for the year US$ 209 Ps 2,178 Ps 17,763 Ps 246,083
Charges (credits) to income not
affecting resources:
Depreciation and amortization 3,540 36,901 42,064 38,601
Amortization of goodwill 6,823 71,129 75,455 74,030
Deferred income taxes (1,304) (13,598) (9,487) (23,658)
Advance payments 1,543 16,089 10,031 23,071
Reduction in book value of buildings held for sale
(Note 12) 161 1,687 1,373 1,997
----------------- -------------- --------------- ---------------
10,972 114,386 137,199 360,124
Net change in accounts receivable,
accounts payable and other (7,263) (75,713) 11,924 91,816
----------------- -------------- --------------- ---------------
Resources provided by operating activities 3,709 38,673 149,123 451,940
----------------- -------------- --------------- ---------------
FINANCING ACTIVITIES:
- --------------------
Repurchase of shares (453) (4,725) (36) (214,531)
Increase in bank loans (5,474) (57,076) 28,709 300,862
Dividends paid and minority interest - - (125,561) (50,221)
Refund of shareholders' equity - - - (378,516)
----------------- -------------- --------------- ---------------
Resources used in financing activities (5,927) (61,801) (96,888) (342,406)
----------------- -------------- --------------- ---------------
INVESTING ACTIVITIES:
- -----------------------
Excluding the recognition of the effects of inflation:
Land - - - 15,916
Equipment (2,304) (24,029) (23,123) 846
Building - - - 637
Buildings held for sale 1,538 16,036 - -
Guarantee deposits - - (21,927) 847
Purchase of equity securities - - (104,820) (14,954)
Effects of inflation - - (8,173) (1,475)
----------------- -------------- --------------- ---------------
Resources (provided by) used in investing activities (766) (7,993) (158,043) 1,817
----------------- -------------- --------------- ---------------
(Decrease) increase in cash and temporary
investments (2,984) (31,121) (105,808) 111,351
Cash and temporary investments
at beginning of year 6,755 70,436 176,244 64,895
----------------- -------------- --------------- ---------------
Cash and temporary investments
at end of year US$ 3,771 Ps 39,315 Ps 70,436 Ps 176,246
================= ============== =============== ===============
The accompanying notes are an integral part of these consolidated financial statements.
F-6
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
(Unless otherwise specified, all amounts bearing the symbol "Ps" are
expressed in thousands of constant Mexican pesos with purchasing
power as of December 31, 2002. Amounts bearing the symbol "US$"
are expressed in thousands of US 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") is a Mexican radio broadcasting enterprise incorporated on June 8,
1971. Its 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.
The following companies, which comprise or formerly comprised
Grupo Radio Centro, operate in various sectors of the radio broadcasting
industry. Grupo Radio Centro owns approximately 99.9% of most of its
subsidiaries.
Companies Notes 2002 2001 2000
- -------------------------------------------------------------------- --------- -------- --------- ----------
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 --
Marketing companies:
X X X
Grupo Radio Centro, S.A. de C.V.
Radio Centro Publicidad, S.A. de C.V. X X X
Compania de Servicios Publicitarios, S.A. de C.V.
(formerly Fuerza Vital, S.A. de C.V.) d -- -- X
GRC Publicidad, S.A. de C.V. e X X X
GRC Medios, S.A. de C.V. f X X --
F-7
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
Companies
- ------------------------------------------------------------------
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
Organizacion Impulsora de Radio, S.A. de C.V. d -- -- X
Real estate companies:
X X
Universal de Muebles e Inmuebles, S.A. de C.V. g X
Inmobiliaria Radio Centro, S.A. de C.V. g 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. k X X X
Non-operating companies:
Industrias Telecentro, S.A. de C.V. h -- -- X
Mensajes Digitales, S.A. de C.V. h -- -- X
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. i X X X
Publicidad Mega, S.A. de C.V. i d -- -- X
Internet companies:
To2 Mexico, S.A. de C.V. j 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 24).
d These subsidiaries were merged with Radio Centro Publicidad, S.A. de
C.V. on October 1, 2001.
F-8
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
e Subsidiary as of May 12, 2000 (see Note 10).
f Subsidiary as of April 2, 2001 (see Note 25).
g 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. On September 30, 2002 the
Trust was terminated.
h These subsidiaries were merged with Desarrollos Empresariales, S.A. de
C.V. on October 1, 2001.
i These subsidiaries were incorporated as a result of the merger between
Grupo Radio Centro (the merging company) and Centraltena (the merged
company) effective October 13, 1999.
j Subsidiary as of February 16, 2001 (see Note 25).
k 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
25).
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 will be up for renewal in December 2012, one in December 2007, nine in
July 2004 one in October 2003 and one in November 2003.
In November 2002, renewals for the two concessions set to
expire in 2003, and subsequent to 2003 renewals for nine concessions, all set to
expire in 2004 were submitted to the Ministry of Communication and
Transportation (Secretaria de Comunicaciones y Transportes).
The Company's marketing companies are or were 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, through the Trust
described in Note 1g, 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.
F-9
The Internet companies were acquired to explore the Company's
opportunities for distributing its content through the Internet. On October 1,
2002 the Internet company To2 Mexico ceased operations.
In October 2001, the Company restructured itself to decrease
the number of holding companies and simplify management. This restructuring
resulted in mergers and acquisitions 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
14):
- - 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 14).
* 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 by Grupo Radio Centro, S.A. de C.V.
for Ps 50 in June 2001).
F-10
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
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, 2002 and 2001, and for the years ended December 31, 2002, 2001 and
2000. All intercompany balances and transactions have been eliminated in
consolidation.
Convenience statements:
The 2002 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 10.425/US$1.00, the noon buying
rate of Mexican pesos on December 31, 2002, 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.
Certain amounts reported to the consolidated financial
statements as of December 31, 2001 have been reclassified to conform to the 2002
presentation.
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, 2002, 2001
and 2000, are expressed in constant Mexican pesos with
purchasing power as of December 31, 2002, as determined by
applying factors derived from the National Consumer Price Index
("INPC") published by the Banco de Mexico.
2002 2001 2000
------------ ---------- ------------
Restatement factor using Mexican Inflation 1.057 1.044 1.089
- Capital stock, retained earnings, 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 INPC from the
F-11
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
date of their contribution or generation. These restatements
reflect the reserves required to maintain shareholders' equity
accounts at constant levels.
- 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 INPC.
- (Gain) loss on net monetary position represents the effects of
inflation, as measured by the INPC, on the net monetary assets
and liabilities held during the year.
- Comprehensive cost of financing consists of interest income and
expense, foreign-exchange gains or losses, and the gain or loss
on net monetary position.
b. Temporary investments:
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 INPC. Related depreciation is calculated based on
estimated useful lives of assets, as determined by independent
appraisers, both for acquisition costs and restatement
increases.
During 2002, 2001 and 2000, impairment losses relating to
buildings held for sale and amounting to Ps 1,687, Ps 1,373 and
Ps 3,878, respectively, were recognized in other expenses in the
accompanying statements of income (see Note 23).
d. Goodwill
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:
IT, BAT and ESPS expense 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 profit sharing ("Bulletin
D-4"), effective January 1, 2000. Bulletin D-4 requires deferred
IT to be determined by applying the enacted statutory income tax
rate to the total temporary differences between the book value
and tax value of assets and liabilities, considering when
F-12
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
available, and subject to a recoverability analysis, tax loss
carryforwards as well as other recoverable taxes and tax
credits. Bulletin D-4 also requires a determination of the
effect of deferred ESPS for those temporary differences, which
are of non-recurring nature, arising from the reconciliation of
the net income of the period and the taxable income of the
period for ESPS.
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. In 1999, 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 deferred tax effects of the
difference in bases of assets and liabilities recognized for
financial and tax reporting purposes. The cumulative initial
deferred IT effects, arising from the adoption of the Bulletin,
were recognized on January 1, 1999 against shareholders' equity
as the "Cumulative effect on prior years of initial recognition
of deferred income taxes". The effect of a statutory tax rate
change is recognized in the income statement of the period in
which the change occurs and is officially declared (see Note
21).
f. Advances from customers:
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.
On January 1, 2000, the Company established a pension plan for
union personnel. The Company has recorded a reserve for the
estimated accrued seniority premium and pension benefits, the
amount of which was determined also through actuarial estimates
(see Note 19).
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.
F-13
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
h. Earnings per share:
Net income per share is computed on the basis of the weighted
average number of shares outstanding for the years ended
December 31, 2002, 2001 and 2000.
i. Transactions in foreign currencies:
Recorded at the buying rate published by the Banco de Mexico
(Central Bank) in 2002, which rate is comparable to the Federal
Reserve Bank of New York on the dates they are entered into
and/or settled. For 2001 and 2000, the rates used were at the
noon buying rate of the Federal Reserve Bank of New York.
Monetary assets and liabilities in foreign currencies are stated
in Mexican pesos at the year-end closing rates of exchange. The
exchange differences are applied to the year's results from
operations.
j. Recognition of broadcasting income:
Recognized when the corresponding airtime is broadcast.
k. Barter transactions:
The Company 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 reported amounts of
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reported periods. Actual results could differ from those
estimates.
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 2002, 2001 and 2000.
F-14
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
Monitor Program:
In the case of a loss of services rendered by Infored, S.A. de C.V. for the
production of the Monitor program, there could be an adverse effect in the
Company's results from operations.
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 if the
Company repurchases 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, the Law
requires that the treasury shares 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, 2002 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. New pronouncements:
In December 2001, the Mexican Institute of Public Accountants
issued Bulletin C-9, "Liabilities, Accruals, Contingent Assets
and Liabilities and Commitments". This Bulletin is effective
January 1, 2003 and supersedes former Bulletin C-9,
"Liabilities" and Bulletin C-12, "Contingencies and
Commitments". Bulletin C-9 establishes additional guidance
clarifying the accounting for liabilities, accruals and
contingent assets and liabilities, and establishes new standards
for the use of present value techniques to measure liabilities,
and the accounting for the early settlement of liabilities and
convertible debt. Additionally, new Bulletin C-9 establishes new
rules for disclosing commitments arising from current business
operations.
F-15
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
The Company estimates that the adoption of Bulletin C-9 will not
have a material effect on its financial statements.
In January 2002, the Mexican Institute of Public Accountants
issued Bulletin C-8, "Intangible Assets", which is effective
January 1, 2003 and supersedes former Bulletin C-8,
"Intangibles". Bulletin C-8 requires development costs to be
capitalized as intangible assets if the criteria for intangible
asset recognition are met. The main elements for capitalization
are that costs incurred should be properly identified, there are
expected future benefits, and that the company has control over
such benefits. Expenditures not meeting the new criteria and
incurred after the effective date of new Bulletin C-8 should be
expensed as incurred. Pre-operating expenses previously
recognized under former Bulletin C-8 will continue to be
amortized, subject to periodic impairment evaluations.
Development costs incurred in a pre-operating stage may be
capitalized after meeting the new criteria under Bulletin C-8.
In addition, this Bulletin also requires that intangible assets
acquired in a business combination be accounted for at fair
value at the date of the purchase and be separately reported,
unless their cost cannot be reasonably determined, in which case
they should be reported as goodwill. Also, if there is no active
market for these assets, they should be reduced to the amount of
goodwill (excess of cost over book value) or to zero. These
assets are also subject to periodic impairment evaluations.
Amortization of goodwill should be reported in operating
expenses.
In 2002, the Company elected early to adopt the provisions of
Bulletin C-8, which had no material effect on its financial
statements.
NOTE 4 Position in foreign currencies
The consolidated balance sheets as of December 31, 2002 and
2001, include the following assets and liabilities in US dollars, valued at the
closing year-end foreign exchange rates of Ps 10.3125 / US$ 1.00 and Ps
9.156/US$1.00, respectively:
2002 2001
------------------------ -----------------------
Cash and marketable securities US$ 1,187 US$ 2,298
Liabilities(1) (10,000) (41,171)
------------------------ -----------------------
Net liabilities US$ (8,813) US$ (38,873)
======================== =======================
(1) Corresponds to bank loans with Banco Nacional de Mexico, S.A. for US$3,500
and with BBVA Bancomer, S.A. for US$6,500.
F-16
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
At February 20, 2003, the date of these financial statements,
the foreign-exchange rate was Ps 11.03/US$ 1.00.
As of December 31, 2002 and 2001, the net book value of the
Company's property and equipment denominated in foreign currencies was as
follows:
2002 2001
----------------- ------------------
Transmission equipment US$ 1,929 US$ 2,210
Studio equipment 1,575 2,303
Helicopters 500 676
Other 355 403
----------------- ------------------
Net assets in US dollars US$ 4,359 US$ 5,592
================= ==================
NOTE 5 Cash and temporary investments
2002 2001
----------------- ------------------
Cash Ps 218 Ps 554
Short-term investments, mainly at fixed interest 39,097 69,882
rates
----------------- ------------------
Ps 39,315 Ps 70,436
================= ==================
Temporary investments as of December 31, 2002 and 2001
consisted primarily of deposits at fixed interest rates, 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 may sell
broadcast time or programming services to various other companies that are
related through common ownership. These 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.
F-17
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
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.
During the years ended December 31, 2002, 2001 and 2000, the
Company conducted the following transactions with related parties:
2002 2001 2000
------------------- ----------------- -----------------
Income:
-------
Sale of airtime and services Ps 186 Ps 765 Ps 125
rendered
Building rent 265 288 266
Sale of transportation equipment 178 -- 2,167
Sale of computer equipment 3 154 201
Security services -- -- 106
Recovery of expenses 305 -- --
Other 189 292 207
Sundry - shareholders 2,786 2,381 4,439
Expenses:
---------
Purchase of airtime and services Ps (2,110) Ps (1,387) Ps (2,962)
received
Fees paid to Radio Emisora (7,580) (7,557) (7,173)
XHSP-FM, S.A. de C.V.
On January 5, 2000 the Company entered into a contract with
Radio Emisora XHSP-FM, S.A. de C.V., a Company owned by Francisco Aguirre Gomez,
the president and a shareholder of the Company, for an indefinite term pursuant
to which Radio Emisora provides promotional services to the Company. The Company
incurred expenses for such services under this contract totaling Ps 7,580
(historical amount), Ps 7,557 (Ps 7,150 historical amount) and Ps 7,173 (Ps
6,500 historical amount) in 2002, 2001 and 2000, respectively.
F-18
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
NOTE 7 Other receivables
At December 31, 2002 and 2001, the balances in other receivables consisted
of the following:
2002 2001
----------------- -----------------
Officers and employees Ps 3,329 Ps 3,852
Other (1) 2,618 1,935
----------------- -----------------
Ps 5,947 Ps 5,787
================= =================
(1) At December 31, 2002 and 2001, the amounts include Ps
1,723 and Ps 1,051, respectively, for receivables from shareholders.
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, the
Company entered on October 2, 1995 into a Service Agreement (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 24 month
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. On December 15, 2000, the parties renewed the First Modifying Agreement
for a term of one year.
On June 29, 2001, the parties entered into a second Modifying
Agreement renewing and modifying the First Modifying Agreement, effective
January 3, 2002 for a term of thirty-six-months. Under this agreement, the
Company is entitled to a monthly fee equal to Ps 160 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 is to be refunded in monthly
installments over the thirty-six month term.
F-19
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
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 million (Ps 146,308 historical amount) paid in May 1995 and a fixed
payment of Ps 241,610 (historical amount) with 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 entering into a programming-services agreement
with Infored, S.A. de C.V., and Jose Gutierrez Vivo ("Mr. Gutierrez") (see Note
11), 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 Desarrollos Empresariales, a subsidiary of the Company.
This sale resulted in a loss for tax purposes of Ps 168,914 (Ps 159,805
historical amount) (see Note 21).
NOTE 10 Investment in GRC Publicidad
On April 4, 2000, Q-Tel, S.A. de C.V., spun-off certain of its
operations to form a new entity, GRC Publicidad, S.A. de C.V. ("GRC
Publicidad"), in contemplation of the acquisition of this entity by the Company.
On May 12, 2000, Grupo Radio Centro acquired 138,039,429 shares of common stock
(representing 99.93% of the total outstanding shares) of GRC Publicidad, for Ps
15,757 in cash (Ps 14,278 historical amount).
As of the date of the spin-off, GRC Publicidad had a net
shareholders' deficit of Ps 15,757. Accordingly, Grupo Radio Centro's capital
contribution was recorded as an excess of cost over net book value of the shares
acquired (goodwill) (see Note 14). In addition, as of the date of acquisition,
GRC Publicidad had tax loss carryforwards totaling Ps 308,696 (Ps 279,731
historical amount), and had paid Ps 30,651 (Ps 27,775 historical amount) in
taxes on assets in excess of income taxes in prior years. The tax loss
carryforwards can be used to offset future taxable income of Grupo Radio Centro
and the tax on assets is refundable under certain conditions, in accordance with
Mexico's current Income Tax Law (see Note 21).
F-20
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
NOTE 11 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") with Infored, S.A. de
C.V., the producer of the Monitor news and talk-show, and Mr.Gutierrez ,
Monitor's host, who acquired a controlling interest in Infored on the same date.
The Production Contract replaced the previous 10-year contract
between the Company and Infored, which was to expire in 2005. Under the
Production Contract, Mr. Gutierrez and Infored will continue 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. Infored also agreed to work
with the Company in developing two new projects: "Monitor Internacional", which
will seek to widen the focus of Monitor to an international level, and "Monitor
Internet", which will seek to adapt Monitor for distribution on the Internet.
Under the terms of the Production Contract, Mr. Gutierrez will
continue hosting Monitor until the end of 2003, or later if he so chooses, and
will remain as CEO of Infored until 2015. The Production Contract prohibits Mr.
Gutierrez from competing against any programming produced by Infored for the
Company, and from providing radio-broadcasting-related services to any entity
other than the Company, during the term of the Production Contract.
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 of approximately US$ 15,400. Of this amount,
US$ 4,400 and Ps 4,417 (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 pays Infored monthly production fees
based on the revenues derived from Monitor and the amount of budgeted expenses,
which generally reflect increases due to Mexico's inflation rate, to cover
Infored's radio programming operations.
Prepayments made under the Production Contract as of December
31, 2002 and 2001, were as follows:
2002 2001
----------------- -----------------
Short-term Ps 9,093 Ps 9,611
Long-term 104,571 120,142
----------------- -----------------
Ps 113,664 Ps 129,753
================= =================
F-21
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
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 was responsible, under separate agreements, for selling airtime,
maintaining the transmission engineering equipment, and renting broadcasting
buildings for these stations until February 1, 2002.
NOTE 12 Property and equipment
As of December 31, 2002 and 2001, the balances in property and
equipment consisted of the following:
Depreciation
per annum 2002 2001
----------------- ----------------- -------------------
Buildings 2.22% Ps 280,341 Ps 280,341
Transmission equipment 11.87% 105,503 92,704
Studio equipment 15.94% 109,569 109,371
Office furniture and equipment 16.48% 39,737 39,185
Computer equipment 32.22% 54,238 52,551
Transportation equipment 28.30% 32,036 32,155
Helicopters 18.18% 29,614 29,614
Leasehold improvements 5.00% 10,661 8,814
----------------- -------------------
661,699 644,735
Less-- Accumulated depreciation (338,649) (308,147)
----------------- -------------------
323,050 336,588
Land 122,383 122,383
28,238 44,271
Buildings held for sale, net
3,302 3,765
Equipment in transit
----------------- -------------------
Ps 476,973 Ps 507,007
================= ===================
Inmobiliaria Radio Centro, S.A. de C.V., which owns through a
trust (see Note 1g) the building housing the main executive offices and studios
of the Company, rented part of the building to Maxcom during 2002 and 2001.
Rental income for 2002 and 2001 amounted to Ps 210 and Ps 206, respectively.
During the years ended December 31, 2002 and 2001, the Company
reviewed the realizable values of those buildings held for sale, and determined
F-22
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
that a reduction was required in their book values of Ps 1,687 and Ps 1,373,
respectively. These amounts have been recognized in other expenses in the
accompanying statements of income (see Note 23).
On September 10, 2002, the Company sold some of its obsolete fixed assets
for US$2,163, resulting in a gain on sale of Ps 8,694.
NOTE 13 Deferred charges
As of December 31, 2002 and 2001, deferred charges consisted
of the following:
2002 2001
----------------- -------------------
Systems development projects Ps 5,383 Ps 5,383
Installation expenses 8,533 7,013
Licenses and patents 1,634 271
----------------- -------------------
15,550 12,667
Less-- Accumulated amortization (9,134) (6,895)
----------------- -------------------
6,416 5,772
Labor liabilities (see Note 19):
Intangible assets 11,303 10,158
----------------- -------------------
Ps 17,719 Ps 15,930
================= ===================
NOTE 14 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 Desarrollos
Empresariales, 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 745,114 (Ps 738,339 historical amount) (see Note 9).
On October 18, 1996, the Company acquired from related parties
100% of the outstanding shares of Compania de Servicios Publicitarios, S.A. de
C.V. (formerly Fuerza Vital). The purchase price was in excess of the book value
of net assets and resulted in goodwill recorded by the Company of Ps 23,497 (Ps
12,099 historical amount).
As described in Note 10, the Company acquired GRC Publicidad
on May 12, 2000, recognizing Ps 15,757 (Ps 14,278 historical amount) in
goodwill. In accordance with accounting principles generally accepted in Mexico,
goodwill is amortized using a straight-line method over the estimated period
F-23
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
required for the related investment to generate income sufficient to offset its
purchase price. For the year ended December 31, 2000, GRC Publicidad, generated
income of Ps 287,288 (Ps 260,333 historical amount), resulting in the full
amortization of this goodwill during 2000.
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 25),
which is being amortized over two years from the date of acquisition.
On December 31, 2000, the Company acquired Radio Sistema
Mexicano, S.A. de C.V. and recorded goodwill in the amount of Ps 50,640 (see
Notes 1 and 24) 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 1, 2001 (see Notes 1 and 25). As
a result of these acquisitions the Company recorded goodwill in an aggregate
amount of Ps 42,270 (Ps 38,715 historical amount), which is being amortized over
20 years from the date of acquisition.
At December 31, 2002 and 2001, the Company had total goodwill of Ps 809,417
and Ps 882,413, respectively, which, except as otherwise noted above, is being
amortized over 20 years from the date of acquisition of the relevant subsidiary.
F-24
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
NOTE 15 Notes payable
At December 31, 2002 and 2001, notes payable consisted of the
following:
2002 2001
----------------- -------------------
Short-term:
Scotiabank Inverlat, S.A. (a) Ps 79,757 Ps 75,488
BBVA Bancomer, S.A. (b) 67,031 58,067
Banco Nacional de Mexico, S.A. (c) 36,094 19,695
Ixe, S.A. de C.V. (d) -- 19,699
----------------- -------------------
182,882 172,949
Long-term:
Scotiabank Inverlat, S.A. (a) 158,487 225,496
----------------- -------------------
Ps 341,369 Ps 398,445
================= ===================
- --------------------
Notes:
(a) Represents payment obligations under a loan agreement and related
promissory note in the amount of US$ 35,000 dated October 30, 2000,
initially bearing interest payable quarterly at an annual rate of LIBOR +
3.25% (8.945% at December 31, 2000), with principal payable semi annually
from April 30, 2001 to October 31, 2005. On April 17, 2001, the loan
agreement and promissory note were amended to change the annual interest
rate to LIBOR + 3.00% (5.54% as of December 31, 2001) beginning on May 1,
2001, and to delay the first payment of principal of US$ 3,900 until
October 31, 2001.
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 its assets and enter into transactions
with affiliates except those required in the normal course of its
operations. As of December 31, 2001, the Company was not in compliance with
the covenants requiring that the Company maintain a certain ratio of total
liabilities to EBITDA, (operating income before deducting depreciation and
amortization), as defined in the loan agreement and a certain level of
tangible capital (shareholders' equity minus deferred taxes, guaranteed
deposits, prepaid expenses, investments in subsidiaries, intangible assets
(including goodwill), deferred charges and accounts receivable with respect
to affiliates and subsidiaries), as defined in the loan agreement. The
Company has obtained a waiver from Scotiabank Inverlat of its
non-compliance with the tangible capital financial covenant through
December 31, 2001 and the total liabilities to EBITDA financial covenant
through March 31, 2002. Scotiabank Inverlat additionally agreed to amend
the total liabilities to EBITDA financial covenant in the loan agreement to
increase the ratio permitted through December 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. 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.
(b) Represents payment obligations under two promissory notes. The first
promissory note, dated July 30, 2001, is in the amount of US$ 5,000 with an
annual interest rate of 4.95% and principal and interest payable January
25, 2002. On January 25, 2002, the maturity of the first promissory note
was extended to July 24, 2002 and the annual interest rate was decreased to
3.14%. On July 24, 2002, the first promissory note was extended to January
17, 2003 and the annual interest rate was modified to LIBOR + 1.35% (3.403%
as of December 31, 2002). The second promissory note, dated April 5, 2002,
was in the amount of US$ 700 with an annual interest rate of LIBOR +
0.63135% and principal and interest payable on August 2, 2002. On August 2,
2002, the promissory note was increased to US$ 1,500 at an annual interest
rate of LIBOR + 1.1985% (3.50421% as of December 31, 2002). Principal and
F-25
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
interest on the second promissory note were payable on January 17, 2003. On
January 17, 2003, both promissory notes were combined and their maturities
extended. This combined promissory note, in the amount of US$ 6,500 with an
annual interest rate of 2.5%, was paid on May 19, 2003. On this date, the
Company contracted a new short-term loan in the amount of Ps 50.0 million,
bearing interest at an annual rate of 6.90%, scheduled to mature on July
17, 2003.
(c) Represents a payment obligation under a promissory note dated March 19,
2002, in the amount of
US$ 3,500 with an annual interest rate of 3.58% and principal and
interest initially payable on September 13, 2002. On September 13, 2002,
the promissory note was extended and its annual interest rate decreased
to 3.21% with principal and interest payable on November 12, 2002. On
November 12, 2002, the promissory note was extended to January 10, 2003
and the annual interest rate lowered to 3.20%. On January 10, 2003, the
promissory note was extended and its annual interest rate was lowered to
2.78%. The principal and interest were paid at maturity on March 11,
2003.
(d) Represents a payment obligation under a promissory note, dated July 12,
2001, in the amount of US$ 2,036, bearing an annual interest rate of LIBOR
+ 2.6% (4.54% as of December 31, 2001), with interest paid monthly and
principal paid on January 15, 2002.
The US dollar balances were converted to pesos at the foreign-exchange
rate of Ps 10.3125/US$ 1.00 in 2002 and Ps 9.156/US$ 1.00 in 2001.
NOTE 16 Advances from customers
Advances from customers amounted to Ps 40,821 and Ps 86,426 as
of December 31, 2002 and 2001, 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 (see Note 21).
NOTE 17 Suppliers and other accounts payable
At December 31, 2002 and 2001, suppliers and other accounts
payable consisted of the following:
2002 2001
----------------- -------------------
Media and service suppliers Ps 53,054 Ps 64,751
Salaries and fees payable 5,151 8,642
Interest 2,801 4,060
Employee profit sharing 988 1,084
Other 2,250 4,113
Former owners of Radio Sistema Mexicano, S.A. de -- 11,419
C.V. (see Note 24)
----------------- -------------------
Ps 64,244 Ps 94,069
================= ===================
NOTE 18 Income taxes and other taxes payable
At December 31, 2002 and 2001, income tax and other taxes
payable were comprised of the following:
2002 2001
----------------- -------------------
Taxes on wages and salaries Ps 5,664 Ps 6,729
Value-added tax 7,655 --
----------------- -------------------
Ps 13,319 Ps 6,729
================= ===================
F-26
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
NOTE 19 Seniority premiums
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.
The actuarial calculations as of December 31, 2002 and 2001,
are summarized below:
2002 2001
---------------------------------------------- ----------------
Seniority Pension Total Seniority
premium Plan Premium and
pension plan
--------------- ------------ --------------- ----------------
Changes in projected-benefit liabilities
Projected-benefit liabilities at the Ps 20,493 Ps 997 Ps 21,490 Ps 19,245
beginning of the year
Service cost 1,626 62 1,688 1,328
Interest cost 861 39 900 792
Actuarial gain 3,040 (34) 3,006 312
Benefits paid (169) (19) (188) (187)
--------------- ------------ --------------- ----------------
Projected-benefit liabilities at the end Ps 25,851 Ps 1,045 Ps 26,896 Ps 21,490
of the year
=============== ============ =============== ================
Assets of the plan Ps 0 Ps 0 Ps 0 Ps 0
=============== ============ =============== ================
Funded status
Ps (25,851) Ps (1,045) Ps (26,896) Ps (21,490)
Unrecognized net actuarial loss 2,439 171 2,610 (639)
Unrecognized prior service costs 10,388 60 10,448 12,435
--------------- ------------ --------------- ----------------
Net accrued benefit obligation Ps (13,024) Ps (814) Ps (13,838) Ps (9,694)
=============== ============ =============== ================
Accrued benefit obligation
Ps 24,191 Ps 950 Ps 25,141 Ps 19,852
=============== ============ =============== ================
Additional liability (seniority premiums)
Ps 11,167 Ps 136 Ps 11,303 Ps 10,158
=============== ============ =============== ================
Intangible assets (see Note 13)
Ps 11,167 Ps 136 Ps 11,303 Ps 10,158
=============== ============ =============== ================
Total labor liabilities Ps 24,191 Ps 976 Ps 25,167 Ps 19,732
=============== ============ =============== ================
F-27
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
Weighted-average assumptions at December 31,
2002 2001
------------------------------- ----------------
Seniority Pension Seniority
Premium Plan Premium
-------------- --------------- ----------------
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) 5.08 14.99 6.08 and
15.99
Components of net cost of benefits for the year
2002 2001
---------------------------------------------- ---------------
Seniority Pension Seniority
premium Plan Total Premium
--------------- ------------ --------------- ---------------
Service cost Ps 1,626 Ps 65 Ps 1,691 Ps 1,329
Interest cost 861 41 902 793
Amortization of prior service cost 2,486 17 2,503 1,986
--------------- ------------ --------------- ---------------
--------------- ------------ --------------- ---------------
Net cost for the year Ps 4,973 Ps 123 Ps 5,096 Ps 4,108
=============== ============ =============== ===============
NOTE 20 Shareholders' equity
The shareholders of the Company approved the following changes in the
Company's capital structure during 2002 and 2001:
During 2002:
a) Repurchase from the public market of 1,230,400 shares,
representing 0.7% of outstanding shares and totaling
Ps 4,725 (Ps 4,576 historical amount).
During 2001:
a) The reserve for repurchase of shares was increased by
Ps 21,837 (Ps 20,000 historical amount).
b) Payments of dividends amounting to Ps 125,561
(Ps 115,000 historical amount).
After the aforementioned changes, as of December 31, 2002, the
capital stock of the Company was comprised of 247,414,768 authorized common
nominative shares, representing the minimum fixed capital with no withdrawal
F-28
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
rights, of which 162,724,561 shares were outstanding and fully paid for and
84,690,207 shares were treasury share. Shares of stock may only be owned by
Mexican investors. Capital stock is represented by shares with no par value, and
valued as follows:
Amount Shares
-----------------------
Total authorized capital stock 247,414,768
Treasury shares (84,690,207)
-----------------------
Total outstanding capital stock 162,724,561
=======================
Fixed capital stock, subscribed to and paid for Ps 841,118
Increase from restatement to express in constant Mexican 190,021
pesos with purchasing power as of December 31, 2002
-----------------------
Ps 1,031,139
=======================
The changes in the number of outstanding shares as of ended December 31, 2002
and 2001, were as follows:
2002 2001
--------------------- ----------------------
Shares outstanding at the beginning of the year 163,954,961 163,954,961
===================== ======================
Shares outstanding at the end of the year 162,724,561 163,954,961
===================== ======================
Capital stock at the end of the year, expressed in constant Mexican pesos with
purchasing power as of December 31, 2002
Ps 1,031,139 Ps 1,037,698
===================== ======================
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, 2002 and 2001, was Ps 22,179 and Ps 21,310,
respectively.
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 21).
In accordance with the new Mexican Income Tax Law, the statutory income tax rate
F-29
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
is 35% for 2002. However this rate will change to 34% for 2003, 33% for 2004 and
32% for 2005 and subsequent years.
NOTE 21 Income taxes
Taxable income differs from accounting income due to permanent
differences, principally due to non-deductible expenses (primarily for goodwill)
and on items included in the income statement to reflect the effects of
inflation, and to 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, 2002 and 2001 is as follows:
2002 2001
-------------------- ---------------------
Statutory tax rate 35.0% 35.0%
Recognition of the effects of inflation 50.2% (19.1%)
Nondeductible expenses (primarily goodwill) 392.4% 185.0%
Utilization and recognition of benefits of tax loss
carryforwards (615.6%) (249.0%)
-------------------- ---------------------
Effective income tax (benefit) rate (138.0%) (48.1%)
==================== =====================
Provisions for income tax and employee profit sharing for the
years ending December 31, 2002 and 2001 were as
follows:
2002 2001
-------------------- ---------------------
Current income tax payable Ps 2,575 Ps 1,240
Tax on assets 2,159 1,790
Deferred income tax benefit (12,949) (9,005)
-------------------- ---------------------
Total income tax (benefit) (8,215) (5,975)
-------------------- ---------------------
Current employee profit sharing 733 685
Deferred employee profit sharing (649) (482)
-------------------- ---------------------
Total employee profit sharing 84 203
-------------------- ---------------------
Total Ps (8,131) Ps (5,772)
==================== =====================
F-30
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
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. Beginning in 2002, in the
determination of consolidated income tax, 60% of the taxable result of the
controlling entity should be taken into account, unless such entity obtains
taxable income, in which case 100% should be taken into account, until the
restated balance of the individual tax loss carryforwards that accrued before
2001 are amortized.
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 excluded from any operating loss carryforward
benefits available at the consolidated level.
Beginning in 2002, a new income tax law became effective in
Mexico, establishing that the income tax rate will be decreased from 35% by 1%
each year, beginning in 2003 until it reaches 32% in 2005.
In 1999, 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.
In prior years through December 31, 1998, Grupo Radio Centro
had 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 additional deferred taxes resulting in a net
deferred tax expense of Ps 3,068 recognized in the statement of income for the
year ended December 31, 1999. The cumulative effect of adopting Bulletin D-4 for
years prior to December 31, 1998 resulted in additional deferred tax liabilities
of Ps 86,184 to be recognized. The cumulative effects of deferred income tax
from companies acquired during 2002 and 2001 was Ps 56 and Ps 892, respectively.
This cumulative effect as of December 31, 2002 stands at Ps 87,132 and is
presented as a separate component in shareholders' equity
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. As of December 31,
2002, the Company's restated cumulative tax loss carryforwards were as follows:
Fiscal year Amount Expiration year
incurred
-------------- ------------------- -----------------
1993 Ps 2,166 2003
1994 2,495 2004
1995 5,346 2005
1996 1,587 2006
1997 25 2007
1998 1,876 2008
1999 25,778 2009
2001 7,829 2011
-------------------
Ps 47,102
===================
F-31
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
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, 2002, the excess of tax on assets paid over income taxes payable was as
follows:
Fiscal year Amount Expiration year
incurred
-------------- ------------------- -----------------
1993 Ps 8,244 2003
1994 7,633 2004
1995 4,909 2005
1996 4,242 2006
1997 2,929 2007
1998 1,218 2008
1999 1,354 2009
-------------------
Ps 30,529
===================
During 2002, the Company offset its taxable income by utilizing tax loss
carryforwards in the amount of Ps 76,604 (historical amounts) from GRC Medios,
S.A. de C.V. and Ps 99 from Radio Sistema Mexicano, S.A. de C.V.
In 2001, the Company offset its taxable income by utilizing tax loss
carryforwards in the amounts of Ps 5,488 from Palco Deportivo Multimedia, S.A.
de C.V., Ps 10,162 from Palco Deportivo Mexico, S.A. de C.V., Ps 1,270 from
Palco Deportivo.Com, S.A. de C.V. and Ps 58,765 from GRC Medios, S.A. de C.V. In
addition, in 2001, the Company had a tax deduction of Ps 5,164 as a result of
the tax loss incurred in the sale of its shares of Radiodifusion Red, S.A. de
C.V. (see Note 9).
The balance of deferred taxes as of December 31, 2002 and 2001,
consists of the following components:
F-32
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
2002 2001
------------------- --------------------
Prepaid expenses for Infored services Ps (40,280) Ps (46,420)
Property and equipment (75,755) (84,373)
Advances from customers 13,879 30,249
Labor liabilities 10,980 4,309
Tax loss carryforwards 8,241 --
Other 2,154 3,100
------------------ ---------------------
Net deferred tax liability Ps (80,781) Ps (93,135)
================== =====================
Income taxes and employee profit sharing are calculated using
the liability method which requires recognizing deferred tax assets and
liabilities based on differences in bases of assets and liabilities between
financial accounting and accounting for tax reporting purposes. The current tax
rate is used to determine the deferred tax assets and liabilities.
Within the surplus from restatement of capital as of December
31, 2000, is the recognition of Ps 4,005 corresponding to the effects of
deferred taxes derived from the difference of the property and equipment balance
as of that date and the acquisition cost of these same assets as restated
through the application of factors derived from the INPC, as published by the
Banco de Mexico.
The net fiscal profit account for tax purposes (the "CUFIN")
represents the amount of accumulated earnings which may be distributed without
additional corporate tax charge to the Company. As of December 31, 2002, this
account amounted to Ps 269,830.
The reinvested net fiscal profit account for tax purposes (the
"CUFINRE") represents the amount of accumulated earnings which, 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 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,
2002 and 2001, this account amounted to Ps 0.
As of December 31, 2002, capital stock, restated for tax
purposes, which constituted the capital contributions account, amounted to Ps
1,052,243.
NOTE 22 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. During 2002 payment for this policy was
not approved. However as of December 31, 2001, payments made under this policy
and approved by the Compensation Committee amounted to Ps 2,852, and were
recorded as general and administrative corporate expenses.
F-33
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
NOTE 23 Other expenses, net
The components of other expenses, net, during the years ended
December 31, 2002, 2001 and 2000 were as follows:
2002 2001 2000
------------------- ----------------- -----------------
Income:
Sale of equipment Ps 6,776 Ps -- Ps --
Other 4,498 3,978 1,689
Sale of surplus broadcasting supplies to affiliates 1,843 1,520 1,346
of Organizacion de Impulsora de Radio
Leasing and maintenance of properties 265 288 266
------------------- ----------------- -----------------
Total other income 13,382 5,786 3,301
------------------- ----------------- -----------------
Expenses:
Losses incurred by affiliated start-up Internet (a) (16,448) (24,254) --
companies
Fees to Executive Committee (15,264) (15,525) (14,999)
Reduction in book value of buildings held for sale (1,687) (1,373) (3,878)
(see Note 12)
Maintenance and leasing costs (10,350) (10,336) (8,664)
Compliance with securities regulations and corporate (6,569) (7,768) (9,312)
restructuring expenses
Arbitration costs (c) (5,978) -- --
Internet subscription (1,663) (3,694) (2,103)
Donation (2,000) -- --
Cancellation of projects -- (2,997) (6,873)
Loss on sale of equipment -- (290) (3,094)
Indemnities to employees (b) -- (4,521) (941)
Payroll taxes from previous years -- -- (9,102)
Other (3,902) (8,112) (5,622)
------------ ----------------- -----------------
Total other expenses (63,861) (78,870) (64,588)
------------------- ----------------- -----------------
Net other expenses
Ps (50,479) Ps (73,084) Ps (61,287)
=================== ================= =================
F-34
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
- --------------------
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 25). In 2002 and 2001, these companies and certain related companies
owned by the Company incurred losses of Ps 4,603 and Ps 11,845, and Ps
15,057 and Ps 9,197, 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 2002, the Company paid legal fees for arbitration commenced by
Jose Gutierrez Vivo in May 2002.
F-35
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
NOTE 24 XEN-AM agreement
On March 31, 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 the Sellers (as defined below), 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 March 1, 2002, 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$1,630 of the deposit under the operating agreement to La Telera Post
as described above. As of December 31, 2001, Ps 11,419 was liquidated during
2002 by the Company to the Sellers, including the remaining deposits under the
purchase agreement to be credited against the purchase price and US$ 500 in cash
to be paid in satisfaction of the balance of the purchase price. This amount is
accounted for under Suppliers and other accounts payable (See Note 17). The
purchase of RSM by the Company remains subject to the approval of the Mexican
Ministry of Communication and Transport.
F-36
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
NOTE 25 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 October
1, 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 October 2, 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.
On April 2, 2001, To2 Mexico spun-off certain of its
operations to form GRC Medios, S.A. de C.V. The Company owns 99.9% of the shares
of this new company.
As of March 26, 2001, GRC Medios, S.A. de C.V. had Ps 150,020
(Ps 139,681 historical amount) of tax loss carryforwards that could be used to
offset future taxable income of the Company on its consolidated tax return.
NOTE 26 Contingencies
On May 7, 2002 the Company received a notice from Jose Elias
Gutierrez Vivo and Infored, S.A. de C.V. initiating an arbitration proceeding
pursuant to which they seek recission of the Production Contract entered into on
December 23, 1998 (see Notes 9 and 11) and damages. The arbitration proceedings
continue, and the Company expects the arbitration panel to render a decision on
or before August 31, 2003. Although the Company believes it has valid defenses
against the claims presented in the arbitration notice based on the relevant
provisions of the contract, there can be no assurance that the Company will
prevail on any of these claims.
F-37
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
NOTE 27 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 accounting standards and
practices 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 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 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 21).
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, 2002 and 2001, except for the balance sheet classification of
deferred taxes, under US GAAP, as current and non-current.
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, 2002
and 2001, is as follows:
F-38
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
2002 2002 2001 2001
----------------- ----------------- ------------------ -----------------
Current deferred tax:
Advances from customers US$ 1,331 Ps 13,879 US$ 2,901 Ps 30,249
Other reserves 207 2,154 297 3,101
Prepaid expenses for Infored (309) (3,222) (323) (3,364)
services
----------------- ----------------- ------------------ -----------------
Net current deferred asset 1,229 12,811 2,875 29,986
Non-current deferred tax
Liability :
Long-term
Tax loss carryforwards 790 8,241 -- --
Prepaid expenses and labor (2,501) (26,078) (3,716) (38,748)
liabilities
Property and equipment, net (7,266) (75,755) (8,092) (84,373)
----------------- ----------------- ------------------ -----------------
Net long-term deferred tax US$ (7,748) Ps (80,781) US$ (8,933) Ps (93,135)
liability ================= ================= ================== =================
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).
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:
F-39
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
2002 2002 2001 2000
----------------- ------------------ ------------------- -------------------
Operating activities:
Resources provided by operations, per
Mexican GAAP US$ 3,709 Ps 38,673 Ps 149,123 Ps 451,940
Less-- gain on monetary position on
current and long-term debt (1,974) (20,585) (18,458) (12,046)
----------------- ------------------ ------------------- -------------------
Resources provided by operations, per
US GAAP US$ 1,735 Ps 18,088 Ps 130,665 Ps 439,894
================= ================== =================== ===================
Financing activities:
Resources applied to financing
activities, per Mexican
GAAP US$ (5,927) Ps (61,801) Ps (96,888) Ps (342,406)
Plus-- gain on monetary position on
current and long-term debt 1,974 20,585 18,458 12,046
----------------- ------------------ ------------------- -------------------
Resources applied to financing
activities, per US GAAP US$ (3,953) Ps (41,216) Ps (78,430) Ps (330,360)
=================== ================== =================== ===================
Supplemental cash-flow information:
Interest paid US$ 1,147 Ps 19,162 Ps 29,374 Ps 12,855
================= ================== =================== ===================
Taxes paid US$ 1,113 Ps 11,807 Ps 49,644 Ps 46,272
================= ================== =================== ===================
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.
F-40
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
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.
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.
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.
Convenience statements:
The 2002 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 10.425/US$1.00, the noon buying rate of
Mexican pesos on December 31, 2002, as published by the Federal Reserve Bank of
New York. Such translation should not be construed as a representation that the
Mexican peso amounts have been or could be converted into US dollars at this or
any other rate.
F-41
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
The following is a summary of the estimated adjustments to net income
and shareholders' equity that would have been required had the Company applied
US GAAP instead of Mexican GAAP:
2002 2002 2001 2000
---------------------------------------- ----------------- -----------------
Net income, as recorded under
Mexican GAAP US$ 209 Ps 2,178 Ps 17,763 Ps 246,083
US GAAP adjustments:
Amortization of
goodwill
arising from entities under 146 1,524 1,524 1,524
common control
Amortization of goodwill 6,677 69,605 - -
------------------- ------------------- ----------------- -----------------
Minority interest (1) (14) (16) (216)
------------------- ------------------- ----------------- -----------------
Net income under US GAAP US$ 7,031 Ps 73,293 Ps 19,271 Ps 247,391
=================== =================== ================= =================
Net income per share (basic and US$ 0.04 Ps 0.44 Ps 0.11 Ps 1.45
diluted) under US GAAP =================== =================== ================= =================
Average common shares outstanding
(000's) 163,235 163,235 163,918 170,512
=================== =================== ================= =================
If SFAS No. 142 had been in effect prior to January 1, 2002, our reported
net income, net income per share and shareholders' equity would have been as
follows:
2002 2002 2001 2000
------------------- ------------------- ----------------- -------------------
Net income under US GAAP: US$ 7,031 Ps 73,293 Ps 19,271 Ps 247,391
Goodwill amortization - - 73,931 72,507
------------------- ------------------- ----------------- -------------------
Adjusted US$ 7,031 Ps 73,293 Ps 93,202 Ps 319,898-
=================== =================== ================= ===================
Net income per share under US
GAAP: US$ 0.04 Ps 0.44 Ps 0.11 Ps 1.45
Effect of goodwill amortization
- - 0.45 0.42
------------------- ------------------- ----------------- -------------------
Adjusted US$ 0.04 Ps 0.44 Ps 0.56 Ps 1.87
- -------------------------------------=================== =================== ================= ===================
Shareholders' equity under Mexican US$ 110,751 Ps 1,154,630 Ps 1,157,992 Ps 1,265,882
GAAP
F-42
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
US GAAP adjustments:
Goodwill arising from entities (1,804) (18,804) (20,328) (21,852)
under common control
Amortization of goodwill 6,677 69,605 - -
Minority interest (52) (538) (524) (508)
------------------- ------------------- ------------------- --------------------
4,821 50,263 (20,852) (22,360)
------------------- ------------------- ------------------- --------------------
Shareholders' equity under
US GAAP US$ 115,572 Ps 1,204,893 Ps 1,137,140 Ps 1,243,522
=================== =================== =================== ====================
=================== =================== =================== ===================
Shareholders' equity under US GAAP US$ 115,572 Ps 1,204,893 Ps 1,137,140 Ps 1,243,522
Goodwill amortization - - 73,931 72,507
------------------- ------------------- ------------------- -------------------
Adjusted US$ 115,572 Ps 1,204,893 Ps 1,211,071 Ps 1,316,029
================= ========= ========= =========
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:
F-43
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
2002 2002 2001 2000
----------------- ----------------- ---------------- ------------------
Operating income under Mexican US$ 9,179 Ps 95,702 Ps 97,190 Ps 368,910
GAAP
Amortization of goodwill 146 1,524 1,524 1,524
arising from
entities under common control
(4,842) (50,479) - -
Other expenses, net
Amortization of other goodwill 6,677 69,605 - -
Employee profit sharing (8) (84) (203) (228)
----------------- ----------------- ---------------- ------------------
Operating income under US GAAP US$ 11,152 Ps 116,268 Ps 98,511 Ps 370,206
================= ================= ================ ==================
If SFAS No. 142 had been in effect prior to January 1, 2002, our operating
income would have been as follows:
2002 2002 2001 2000
------------------- ------------------- ----------------- -------------------
Operating income under US GAAP: US$ 11,152 Ps 116,268 Ps 98,511 Ps 370,206
Goodwill amortization - - 73,931 72,507
------------------- ------------------- ----------------- -------------------
Adjusted US$ 11,152 Ps 116,268 Ps 172,442 Ps 442,713
- -------------------------------------=================== =================== ================= ===================
The basic net income (loss) 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 income (loss) per common share is computed by dividing the
net income (loss) 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, 2002, 2001 and 2000, there were no
outstanding potential dilutive securities of the Company.
Effect of recently issued Accounting Standards:
In July 2001, the FASB issued Statement of Financial
Accounting Standard No. 141 (SFAS 141), "Business Combinations", and Statement
F-44
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
of Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets"
(SFAS 142). SFAS 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001. SFAS 141 also sets
forth criteria for recognizing and reporting separately from goodwill intangible
assets acquired in a business combination accounted for under the purchase
method. SFAS 141 applies to all business combinations closing after June 30,
2001, except for business combinations initiated prior to June 30, 2001 that
contemplate the pooling method of accounting. As the Company's previous business
combinations have been accounted for under the purchase method, the Company does
not expect the adoption of SFAS 141 to have a material impact on its financial
position or results of operations.
For purposes of the reconciliation to U.S. GAAP, the Company
adopted SFAS 142 and SFAS 144 effective January 1, 2002. SFAS 142 eliminates the
amortization of goodwill and intangible assets with indefinite life, and
addresses the amortization of intangible assets with finite lives and impairment
testing and recognition for goodwill and intangible assets. SFAS 144 establishes
a single model for the impairment of long-lived assets and broadens the
presentation of discontinued operations to include disposal of individual
businesses. As a result of such adoption, beginning January 1, 2002,
amortization ceased for goodwill under U.S. GAAP.
As a result of the implementation of SFAS 142 and 144 during
2002, pursuant to which goodwill is defined as an intangible asset with
indefinite life and is no longer amortized, the Company ceased the amortization
of the net amounts of goodwill as of January 1, 2002; therefore such amounts
will be fixed and subject to impairment testing as required by the new rules.
For the year ended December 31, 2002, goodwill under Mexican GAAP continued to
be an amortizable intangible asset. In compliance with the accounting rules set
forth by SFAS 142, the Company assesses goodwill and indefinite-lived
intangibles for impairment annually, unless events occur that require more
frequent reviews. Long-lived assets, including amortizable intangibles, are
tested for impairment if impairment triggers occur. Discounted cash flow
analyses are used to assess the possible impairment of both amortizable and
non-amortizable intangible assets, while undiscounted cash flow analyses are
used to assess long-lived asset impairment.
If an assessment indicates impairment, the impaired asset is
written down to its fair market value based on the best information available.
Estimated fair market value is generally measured with discounted estimated
future cash flows. The useful lives of amortizable intangibles are evaluated
periodically, and subsequent to impairment reviews, to determine whether
revision is warranted. If cash flows related to a nonamortizable intangible are
not expected to continue for the foreseeable future, a useful life would be
assigned. Considerable management judgment is necessary to estimate undiscounted
and discounted future cash flows. Assumptions used for these cash flows are
consistent with internal forecasts and industry practices.
The Company adopted the provisions of SFAS 142 for US GAAP
purposes reported in 2002 and determined that no impairment adjustment was
required.
F-45
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
In June 2001, the FASB issued Statement of Financial
Accounting Standard No. 143 (SFAS 143), "Accounting for Asset Retirement
Obligations," which applies the requirements of Statement of Financial
Accounting Standard No. 19, "Financial Accounting and Reporting by Oil and Gas
Producing Companies" to all companies. SFAS 143 addresses financial accounting
and reporting for obligations associated with the retirement of tangible
long-lived assets resulting from the acquisition, construction, development
and/or normal use of such assets and the associated asset retirement costs. SFAS
143 applies to asset retirement obligations that a party is required to settle
as a result of an existing or enacted law, statute, ordinance, or written or
oral contract, or by legal construction of a contract under the doctrine of
estoppel. SFAS 143 requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The fair value of the liability
is added to the carrying amount of the associated asset and this additional
carrying amount is depreciated over the life of the asset. The liability is
accreted at the end of each period through charges to operating expense. If the
obligation is settled for an amount other than the carrying amount of the
liability, the Company will recognize a gain or loss on settlement. While the
Company is not yet required to adopt SFAS 143, it does not expect that the
adoption will have a material effect on the financial condition or results of
operations of the Company.
In April 2002, the FASB issued SFAS 145 "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". SFAS No. 145 amends existing guidance on reporting gains and
losses on the extinguishment of debt to prohibit the classification of the gain
or loss as extraordinary, as the use of such extinguishments have become part of
the risk management strategy of many companies. SFAS No. 145 also amends SFAS
No. 13 to require sale-leaseback accounting for certain lease modifications that
have economic effects similar to sale-leaseback transactions. The adoption of
SFAS No. 145 is not expected to have a material effect on the Company's
financial statements.
In June 2002, the FASB issued SFAS 146 "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and supercedes Emerging Issues Task Force (EITF) Issue 94-3 "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity". The provisions of SFAS 146 are effective for exit or disposal
activities that are initiated after December 31, 2002, with early application
encouraged. The adoption of SFAS 146 is not expected to have a material effect
on the Company's financial statements.
In November 2002, the FASB issued Interpretation 45
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness to Others, an interpretation of FASB
Statements 5, 57 and 107 and a rescission of FASB Interpretation 34". This
interpretation elaborates on the disclosures required by a guarantor in its
interim and annual financial statements about its obligations under guarantees
issued. The interpretation also clarifies that a guarantor is required to
recognize, at inception of a guarantee, the fair value of the obligation
undertaken as a liability. The initial recognition and measurement provisions of
F-46
GRUPO RADIO CENTRO, S.A. DE C.V.
----------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
AS OF DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------
the interpretation are applicable to guarantees issued or modified after
December 31, 2002 and are not expected to have a material effect on the
Company's financial statements.
In December 2002, the FASB issued SFAS 148 "Accounting for
Stock-Based Compensation - Transition and Disclosure, an amendment of FASB
Statement No. 123". This statement amends FASB Statement 123 "Accounting for
Stock-Based Compensation", to provide alternative methods of transition for a
voluntary change to the fair value method of accounting for stock-based employee
compensation. In addition, this statement amends the disclosure F-56
requirements of SFAS 123 to require prominent disclosures in both annual and
interim financial statements. The adoption of SFAS 148 is not expected to have a
material effect on the Company's financial statements.
F-47
Exhibit Index
Exhibit Page
Number Description of Exhibit Number
------ ---------------------- ------
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 25, 2003, filed as English translation.
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.
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 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).
4.2 Amended and Restated Public Deed, dated as of June 27, 2003 (the
"Amended and Restated CPO Deed"), filed as an English translation
..
4.3 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).
4.4 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 translation (incorporated by
reference to our Annual Report on Form 20-F (Commission File No.
001-12090) filed on June 30, 1999).
4.5 Loan Agreement, dated October 30, 2000, between Grupo Radio
Centro, S.A. de C.V. and Banco Inverlat, S.A., 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).
4.6 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 of October 30, 2000,
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 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, dated October 30, 2000
(incorporated by reference to our Annual Report on Form 20-F
(Commission File No. 001-12090) filed on June 24, 2002).
4.8 Amendment, dated December 10, 2002, to the Loan Agreement, dated
October 30, 2000, filed as an English translation.
4.9 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).
8.1 List of Subsidiaries of the Company.
12.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.