As filed with the Securities and Exchange Commission on June 30, 2006.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
OR
[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
for the transition period from to
Commission File Number: 1-12090
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GRUPO RADIO CENTRO, S.A. de C.V.
(Exact name of Registrant as specified in its charter)
RADIO CENTER GROUP
(Translation of Registrant's name into English)
UNITED MEXICAN STATES
(Jurisdiction of incorporation or organization)
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Constituyentes 1154, 7th Floor
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:
Name of each exchange on which
Title of each class: registered
--------------------------------------------- ------------------------------
Series A Shares, without par value New York Stock Exchange*
("Series A Shares")
Ordinary Participation Certificates ("CPOs"), New York Stock Exchange*
each CPO representing one Series A Share
American Depositary Shares ("ADSs"), each
representing nine CPOs New York Stock Exchange
*Not for trading, but only in connection with the registration of American
Depositary Shares, pursuant to the requirements of the Securities and Exchange
Commission.
Securities registered or to be registered pursuant to Section 12(g)
of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None
Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period covered by the
annual report: 162,724,561 Series A Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
[ ] Yes [X] No
If this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
[ ] Yes [X] No
Note - Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
from their obligations under those Sections.
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 whether the registrant is a large accelerated
filer, an accelerated filer or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark which financial statement item the Registrant
has elected to follow:
[ ] Item 17 [X] Item 18
If this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No
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TABLE OF CONTENTS
PAGE
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PART I....................................................................................................2
Item 1. Identity of Directors, Senior Management and Advisers..................................2
Item 2. Offer Statistics and Expected Timetable................................................2
Item 3. Key Information........................................................................2
Item 4. Information on the Company.............................................................9
Item 4A. Unresolved Staff Comments.............................................................25
Item 5. Operating and Financial Review and Prospects..........................................25
Item 6. Directors, Senior Management and Employees............................................34
Item 7. Major Shareholders and Related Party Transactions.....................................40
Item 8. Financial Information.................................................................43
Item 9. The Offer and Listing.................................................................44
Item 10. Additional Information................................................................47
Item 11. Quantitative and Qualitative Disclosures About Market Risk............................60
Item 12. Description of Securities Other than Equity Securities................................61
PART II..................................................................................................61
Item 13. Defaults, Dividend Arrearages and Delinquencies.......................................61
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds..........61
Item 15. Controls and Procedures...............................................................61
Item 16A. Audit Committee Financial Expert......................................................62
Item 16B. Code of Ethics........................................................................62
Item 16C. Principal Accountant Fees and Services................................................63
Item 16D. Exemptions from the Listing Standards for Audit Committees............................63
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers................64
PART III.................................................................................................64
Item 17. Financial Statements..................................................................64
Item 18. Financial Statements..................................................................64
Item 19. Exhibits..............................................................................65
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 "U.S.$" 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, 2005.
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. 10.628 to
U.S.$1.00, the noon buying rate for pesos at December 30, 2005 as published by
the Federal Reserve Bank of New York. The translation to U.S. dollars at the
December 30, 2005 exchange rate may not accurately represent the financial
condition of the Company in U.S. dollar terms as of a subsequent date. On June
16, 2006, the noon buying rate for pesos was Ps. 11.42 to U.S.$1.00. See Item 3,
"Key Information--Exchange Rate Information," for information regarding exchange
rates since January 1, 2001.
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. These factors, some of which are discussed in Item 3, "Key
Information--Risk Factors," include 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, the loss of one or more
key customers or a reduction in the advertising expenditures of key customers, a
change in the seasonality of the Company's business, the ability of the Company
to make additional investments in radio operations or renew its broadcasting
licenses, significant developments in the Mexican economic or political
situation, changes in the Company's regulatory environment or fluctuations in
inflation rates or exchange rates. 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 25 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, including differences related to certain cash flow information,
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, 2005. The
effect of the inflation accounting principles described above has not been
reversed in the reconciliation to U.S. GAAP. See Note 25 to the Consolidated
Financial Statements.
2
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
2005(1) 2005 2004 2003
------------- -------------- -------------- ---------------
(in thousands, except per-ADS data)
OPERATING DATA:
Mexican GAAP:
Broadcasting revenue................... U.S.$ 55,619 Ps. 591,124 Ps. 569,992 Ps. 896,832
Broadcasting expenses, excluding
depreciation and amortization 36,236 385,120 399,410 536,516
------------- -------------- -------------- ---------------
Broadcasting income.................... 19,383 206,004 170,582 360,316
Depreciation and amortization.......... 3,482 37,009 101,135 123,266
Corporate, general and administrative
expenses............................ 1,973 20,968 22,120 65,417
------------- -------------- -------------- ---------------
Operating income(2).................... 13,928 148,027 47,327 171,633
Comprehensive cost of financing (1,201) (12,763) 18,781 35,758
Other expenses, net.................... (4,575) (48,618) (47,721) (71,720)
Extraordinary item(2).................. - - - 370,335
Net income (loss)(3)................... 6,108 64,927 (39,560) (267,172)
Minority interest...................... 1 14 (5) 5
Net income (loss) per ADS(3)(4) ....... 0.34 3.59 (2.19) (14.78)
Common shares outstanding(4)........... 162,657 162,657 162,560 162,705
U.S. GAAP:
Broadcasting revenue................... U.S.$ 55,619 Ps. 591,124 Ps. 569,992 Ps. 896,832
Operating income (loss)(2)(5).......... 9,327 99,133 48,701 (358,426)
Net income (loss)(3)(5)................ 6,107 64,913 11,701 (354,997)
Net income (loss) per ADS(3)(4)(5)..... 0.34 3.59 0.65 (19.63)
Dividends per ADS(6)................... - - - 3.39
BALANCE SHEET DATA:
Mexican GAAP:
Working capital........................ U.S.$ (10,720) Ps. (113,938) Ps. (184,835) Ps. (137,719)
Property and equipment, net............ 44,730 475,396 505,245 510,756
Excess cost over fair value of assets
of subsidiaries..................... 72,224 767,597 759,848 828,362
Total assets........................... 148,940 1,582,936 1,534,352 1,688,421
Long term debt excluding current.......
portion............................. 5,327 56,618 117,011 184,627
Total debt(7).......................... 10,654 113,236 175,516 246,168
Shareholders' equity................... 94,263 1,001,827 935,461 975,761
U.S. GAAP:
Total assets(5)........................ U.S.$ 152,562 Ps. 1,621,431 Ps. 1,572,848 Ps. 1,686,043
Shareholders' equity(5)................ 97,832 1,039,762 973,410 953,305
Year Ended December 31,
-------------------------------
2002 2001
-------------- --------------
(in thousands, except per-ADS
data)
OPERATING DATA:
Mexican GAAP:
Broadcasting revenue................... Ps. 802,589 Ps. 847,786
Broadcasting expenses, excluding
depreciation and amortization ...... 521,334 548,160
-------------- --------------
Broadcasting income.................... 281,255 299,626
Depreciation and amortization.......... 122,096 132,823
Corporate, general and administrative
expenses............................ 50,991 56,956
-------------- --------------
Operating income(2).................... 108,168 109,847
Comprehensive cost of financing ....... 57,837 13,693
Other expenses, net.................... (57,052) (82,602)
Extraordinary item(2).................. - -
Net income (loss)(3)................... 2,469 20,077
Minority interest...................... 15 19
Net income (loss) per ADS(3)(4) ....... 0.14 1.10
Common shares outstanding(4)........... 163,783 163,918
U.S. GAAP:
Broadcasting revenue................... Ps. 802,589 Ps. 847,786
Operating income (loss)(2)(5)......... 131,407 194,895
Net income (loss)(3)(5)................ 82,842 105,334
Net income (loss) per ADS(3)(4)(5) .... 4.55 5.78
Dividends per ADS(6)................... - 7.79
BALANCE SHEET DATA:
Mexican GAAP:
Working capital........................ Ps. (342) Ps. (54,236)
Property and equipment, net............ 539,069 573,013
Excess cost over fair value of assets
of subsidiaries..................... 914,793 997,293
Total assets........................... 1,944,311 2,098,226
Long term debt excluding current
portion............................. 179,120 254,854
Total debt(7).......................... 385,809 450,317
Shareholders' equity................... 1,304,886 1,308,717
U.S. GAAP:
Total assets(5)........................ Ps. 2,001,712 Ps. 2,158,807
Shareholders' equity(5)................ 1,361,757 1,368,769
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(1) Peso amounts have been translated into U.S. dollars solely for the
convenience of the reader at the rate of Ps. 10.628 per U.S. dollar, the
noon buying rate for pesos on December 30, 2005, as published by the
Federal Reserve Bank of New York. See "--Exchange Rate Information."
(2) Extraordinary item in 2003 reflects a provision of Ps. 370.3 million for
the contingent liability related to the Infored arbitration proceeding.
Unlike treatment under Mexican GAAP, for purposes of U.S. GAAP, such
provision is charged against operating income. See Notes 10 and 25 to the
Consolidated Financial Statements.
(3) 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 25 to the Consolidated Financial Statements.
(4) 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 and dividends per ADS under U.S. GAAP.
(5) 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 year ended 2001. The operating loss under U.S. GAAP
for the year ended December 31, 2003 includes a goodwill impairment charge
of Ps. 165.7 million determined under SFAS 142. There was no impairment
charge required under SFAS 142 for the years ended December 31, 2004 and
2005. See Note 25 to the Consolidated Financial Statements. In accordance
with Bulletin C-15 "Deterioro en el Valor de los Activos de Larga Duracion
y su Disposicion" under Mexican GAAP, long-lived assets as of January 1,
2005, including goodwill, are no longer amortized; rather they are subject
to impairment testing on at least an annual basis. The Company conducted
impairment analysis for the year ended December 31, 2005, and this analysis
resulted in no impairment adjustment.
(6) The Company's dividend payment in any particular year relates to the
immediately preceding fiscal year. The Company did not pay any dividends in
2002 with respect to 2001, in 2004 with respect to 2003 or in 2005 with
respect to 2004.
(7) Total debt consists of bank debt.
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. There can be
no assurance that the government will maintain its current policies with regard
to the peso or that the peso will not appreciate or depreciate significantly
again in the future.
The following table sets forth, for the periods indicated, the high,
low, average and period-end exchange rate for the purchase of U.S. dollars,
expressed in pesos per U.S. dollar.
PERIOD EXCHANGE RATE(1)
----------------------------------- -------------------------------------------------
Year Ended December 31, High Low Average(2) Period End
----------------------------------- ---------- ---------- ---------- ----------
2001 .............................. 9.97 8.95 9.33 9.16
2002 .............................. 10.43 9.00 9.75 10.43
2003 .............................. 11.41 10.11 10.85 11.24
2004 .............................. 11.64 10.81 11.31 11.15
2005 .............................. 11.41 10.41 10.87 10.63
Month Ended 2005:
December .......................... 10.77 10.41
Month Ended 2006:
January ........................... 10.64 10.44
February .......................... 10.53 10.43
March ............................. 10.95 10.46
April ............................. 11.16 10.86
May ............................... 11.31 10.84
June (through June 16, 2006) ...... 11.46 11.28
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(1) Source: Noon buying rate for pesos reported by the Federal Reserve Bank of
New York.
(2) Average of month-end rates.
On June 16, 2006, the noon buying rate was Ps. 11.42 to U.S.$1.00.
Fluctuations in the exchange rate between the peso and the U.S. dollar
will affect the U.S. dollar equivalent of the peso price of Series A Shares on
the Bolsa Mexicana de Valores, S.A. de C.V. (the "Mexican Stock Exchange") and
the price of ADSs on the New York Stock Exchange ("NYSE"). The Company pays cash
dividends in pesos, and exchange rate fluctuations will affect the U.S. dollar
amounts received by holders of ADSs upon conversion by Citibank N.A., as
depositary for the ADSs (the "Depositary"), of cash dividends on the Series A
Shares underlying the CPOs represented by the ADSs.
4
RISK FACTORS
RISKS RELATING TO OUR OPERATIONS
Increased competition or a decline in popularity of any of our radio
formats could reduce our audience share and result in a loss of revenue
Radio broadcasting in Mexico is highly competitive, and programming
popularity, an important factor in advertising sales, is readily susceptible to
change. Our average Mexico City audience share has decreased during recent
years, including a decline from 33.4% in 2001 to 32.0% in 2003 and, following an
increase in 2004 to 34.7%, a slight decline in 2005 to 34.6%. There can be no
assurance that increased competition within, or a decline in the popularity of,
a given format segment will not decrease our aggregate audience share in the
future. In addition, we face strong competition from both television and various
print media for advertising revenues. If we are unable to respond to an increase
in competition or a decline in the popularity of any of our radio formats, our
revenue and profitability could suffer material adverse consequences.
If we lose one or more of our key customers, we could lose a significant
amount of our revenue
Our two largest individual customers in 2005, 2004 and 2003 were
Gigante, S.A. de C.V. ("Gigante") and Comercial Mexicana, S.A. de C.V.
("Comercial Mexicana"). In 2005, 2004 and 2003, Gigante accounted for 4.4%, 5.6%
and 3.5%, respectively, of our total broadcasting revenue, while Comercial
Mexicana accounted for 4.1%, 4.9% and 3.6%, respectively, of our total
broadcasting revenue. The companies comprising Grupo Carso S.A. de C.V. ("Grupo
Carso"), collectively, and Grupo Gigante, S.A. de C.V. ("Grupo Gigante"),
collectively, are key customers. In 2005 and 2003, the companies comprising
Grupo Carso collectively accounted for 6.8% and 5.2% of our total broadcasting
revenue, respectively, while in 2004, the companies comprising Grupo Gigante
collectively accounted for 7.0% of our total broadcasting revenue. We cannot
assure you that Gigante and Comercial Mexicana or the companies comprising Grupo
Carso or Grupo Gigante will continue to purchase advertising from us at current
levels. The loss of our relationship with any one of our principal customers
could have a material adverse effect on our results of operations.
A decrease in advertising expenditures by political campaigns could
substantially reduce our revenue
Our business is significantly affected by the advertising expenditures
of political parties during election campaigns in Mexico. While our revenue has
increased significantly during the congressional elections that occur every
three years (including in 2003 and in 2006), our revenue has increased even more
significantly during presidential elections, which occur every six years
(coinciding with congressional elections), including in 2000 and 2006. In 2003,
2004 and 2005, advertising by political parties accounted for 21.1%, 0.06% and
2.3% of total broadcasting revenue, respectively. In the first quarter of 2006,
political advertising accounted for 31.0% of total broadcasting revenue. A
decrease in advertising expenditures by political campaigns during an election
year could have a material adverse impact on our results of operations.
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.
5
The Mexican Federal Competition Commission may prohibit us from making
additional investments in radio operations in Mexico
We, like all Mexican radio licensees, are subject to regulation by
several Mexican governmental agencies. As a result of such regulation, radio
licenses are subject to review and possible revocation, and licensees are
prohibited from transferring or assigning their radio broadcasting licenses
without prior governmental approval of both the transfer and its terms. As a
result of the increase in our share of the Mexico City radio market following
completion of the acquisition of Radiodifusion RED in 1996, we are required by
the Mexican Comision Federal de Competencia (the "Federal Competition
Commission") to seek its prior approval in connection with any future
investments in radio operations in Mexico, including, without limitation,
purchases and leases of radio stations, interests in other radio concerns or
transmission sites, irrespective of the size of such investments or their
related audience share. To the best of our knowledge, other Mexican radio
broadcasting companies are not generally subject to this requirement. No
assurance can be given that we will be permitted by the Federal Competition
Commission to make any particular investment should we desire to do so.
If the Mexican government does not renew our broadcasting licenses,
our business could be harmed
To broadcast commercial radio in Mexico, a broadcaster must have a
license from the Secretaria de Comunicaciones y Transportes (the Secretary of
Communication and Transportation or "SCT"). Because the SCT generally grants
renewals to licensees that have substantially complied with applicable law, we
expect that our future renewal applications will be granted. However, if we
would be unable to renew these licenses in the future, our business could be
significantly harmed.
Our investments in non-radio businesses may not be successful due to our
limited experience outside the radio broadcasting industry
In addition to our ownership and operation of radio stations and the
radio network, Organizacion Impulsora de Radio, we may invest from time to time
in other media or communications businesses. Our experience in these businesses
may be limited, and there can be no assurance that any such business venture
would succeed.
RISKS RELATING TO OUR PRINCIPAL SHAREHOLDERS AND CAPITAL STRUCTURE
Holders of ADSs are not entitled to attend shareholders meetings and have
no voting rights
Holders of the CPOs, and therefore holders of the ADSs, have no voting
rights with respect to the underlying Series A Shares. Pursuant to the trust
agreement under which the CPOs are issued, the trustee for the CPOs will vote
the Series A Shares held in the trust in the same manner as the majority of the
Series A Shares that are not held in the trust and that are voted at the
relevant shareholders meeting. Holders of the CPOs are not entitled to attend or
to address our shareholders meetings.
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 84,020,646 Series A Shares, or 51.6% of all
outstanding Series A Shares as of June 15, 2006. Some of these Aguirre family
members own Series A Shares and/or ADSs in addition to the Series A Shares held
by the Mexican trusts.
6
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.
Future sales of Series A Shares by the controlling shareholders may affect
future market prices of the Series A Shares, CPOs and ADSs
Actions by members of the Aguirre family, directly or through the two
Mexican trusts through which they hold their Series A Shares, with respect to
the disposition of their Series A Shares, may adversely affect the trading price
of the Series A Shares or the CPOs on the Mexican Stock Exchange and the price
of the ADSs on the NYSE. There are no contractual restrictions on the rights of
members of the Aguirre family to sell ADSs, CPOs or Series A Shares.
You may not be able to participate in any future preemptive rights offering
and, as a result, your equity interest in us may be diluted
Under current 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.
We cannot assure you that we will file a registration statement with
the SEC to allow holders of ADSs in the United States to participate in a
preemptive rights offering. In addition, under current Mexican law, sales by the
Depositary of preemptive rights and distribution of the proceeds from such sales
to the ADS holders are not possible. As a result, the equity interest of ADS
holders in us would be diluted proportionately. Under the new Mexican Securities
Market Law, preemptive rights will not arise upon the sale of newly issued
shares in a public offering or the resale of shares of capital stock previously
repurchased by us.
RISKS RELATING TO MEXICO
Economic developments in Mexico may adversely affect our business
Our financial condition and results of operations are generally
affected by the strength of the Mexican economy, as the demand for advertising,
revenue from which is the principal source of our earnings, generally declines
during periods of economic difficulty.
7
In 2004 and 2005, Mexico's gross domestic product, or GDP, grew by 4.4%
and 3.0%, respectively, and inflation was 5.19% and 3.33%, respectively. In
2006, according to preliminary estimates of the Mexican government, GDP is
expected to grow by 4.04% and inflation is expected to be 3.4%. If the Mexican
economy contracts or if inflation and interest rates increase significantly, our
business, financial condition and results of operations could suffer material
adverse consequences.
Economic conditions in Mexico are heavily influenced by the condition
of the U.S. economy due to various factors, including commercial trade pursuant
to the North American Free Trade Agreement, U.S. investment in Mexico and
emigration from Mexico to the United States. Events and conditions affecting the
U.S. economy may adversely affect our business, results of operations, prospects
and financial condition. In addition, in the past, economic crises in Asia,
Russia, Brazil and other emerging markets have adversely affected the Mexican
economy and could do so again.
High levels of inflation and high interest rates in Mexico could adversely
affect our financial condition and results of operations
Mexico has experienced high levels of inflation and high domestic
interest rates. The annual rate of inflation, as measured by changes in the
National Consumer Price Index, was 3.33% for 2005. Inflation for the first
quarter of 2006 was 0.86%. 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
9.2% during 2005. On June 13, 2006, the 28-day Cetes rate was 7.02%. High
interest rates in Mexico could adversely affect our financing costs.
Political events in Mexico could affect Mexican economic policy and our
operations
Mexican political events may significantly affect our operations and
the performance of Mexican securities, including our securities. Presidential
elections in Mexico occur every six years, and the next election will occur in
July 2006. Elections to both houses of the Mexican Congress will also occur in
July 2006. The profile of a new administration and the overall distribution of
seats in a new Congress will naturally influence regulatory policy and the
overall management of the Mexican economy in future years. We cannot assure you
that a new administration, with or without a majority in Congress of the same
party as the president, will not have a broad adverse effect on growth trends in
the Mexican broadcasting industry or in the economy generally, or directly and
adversely affect us.
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 2005, the peso appreciated against the U.S.
dollar by year end by 4.66%, but the average value of the peso against the U.S.
dollar during 2005 was 3.89% lower than in 2004. In 2004, the peso appreciated
against the U.S. dollar by year end by 0.8%, and the average value of the peso
against the U.S. dollar during 2004 was 4.24% higher than in 2003. In 2003, the
peso depreciated against the U.S. dollar at year end by 7.77%, and the average
value of the peso against the U.S. dollar during 2003 was 11.28% lower than in
2002. No assurance can be given that the peso will not depreciate in value
relative to the U.S. dollar in the future.
8
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.
A small portion of our operating costs is also payable in U.S. dollars.
Although at March 31, 2006, we had no U.S. dollar-denominated indebtedness, we
may incur non-peso-denominated indebtedness in the future. Declines in the value
of the peso relative to other currencies increase our obligations payable in
U.S. dollars, increase our operating costs, increase our interest costs in pesos
relative to any U.S. dollar-denominated indebtedness, result in foreign exchange
losses and could adversely affect our ability to meet our U.S.
dollar-denominated obligations. Additionally, since substantially all our
revenue is denominated in pesos, increased costs resulting from a decline in the
value of the peso relative to the U.S. dollar will not be offset by any
exchange-related increase in revenue.
Severe devaluation or depreciation of the peso may also result in
disruption of the international foreign exchange markets and may limit our
ability to transfer or to convert pesos into U.S. dollars and other currencies
for the purpose of making timely payments of our obligations or our operating
costs payable in U.S. dollars.
Developments in other emerging market countries may affect prices of the
ADSs
As is the case with respect to securities of issuers from other
emerging markets, 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 these 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 past years, for example,
prices of both Mexican debt securities and Mexican equity securities dropped
substantially as a result of developments in Russia, Asia, Brazil and Argentina.
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, 7th Floor, 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 almost 60 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.
9
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. The Company completed a
subsequent public offering of ADSs and CPOs during the third quarter of 1996. On
June 30, 2003, all CPOs held by holders that qualified as Mexican investors, as
defined in the Company's bylaws (see Item 10, "Additional
Information--Bylaws and Mexican Law--Limitations Affecting Non-Mexican
Holders--Share Ownership"), were exchanged for Series A Shares held in the CPO
Trust (see Item 9, "The Offer and Listing"). In connection with the amended CPO
trust arrangement, the Series A Shares commenced trading on the Mexican Stock
Exchange under the symbol "RCENTRO.A" on June 30, 2003. The Series A Share
listing is deemed to include the CPOs, such that the Series A Share trading line
reflects trading of both Series A Shares and CPOs.
CAPITAL EXPENDITURES AND DIVESTITURES
Capital Expenditures
Capital expenditures were Ps. 7.4 million in 2005, Ps. 21.4 million in
2004 and Ps. 19.3 million in 2003. In 2005, 2004 and 2003 capital expenditures
were financed from working capital.
In 2004, the Company spent approximately U.S.$1 million to update its
main computer and digital storage system. The Company also purchased company
automobiles and motorcycles for the news program La Red. The balance of the
Company's capital expenditures during the 2003-2005 period were primarily for
broadcasting equipment.
Capital Divestitures
The Company had no significant capital divestitures in 2005. Capital
divestitures were Ps. 8.2 million in 2004, reflecting the sale of used Company
automobiles and used computer equipment, and Ps. 9.8 million in 2003, reflecting
primarily the sale of used company automobiles (see Notes 1 and 11 to the
Consolidated Financial Statements).
BUSINESS OVERVIEW
Grupo Radio Centro is a leading radio-broadcasting company in Mexico
and for over 30 years has been the leading radio broadcaster, in terms of
audience share, in Mexico City, the most populous city in North America. Grupo
Radio Centro's principal activities are the production and broadcasting of
musical and entertainment programs, news and special event programs. The
Company's revenue is derived primarily from the sale of commercial airtime to
advertising agencies and businesses. The Company's Mexico City average audience
share for the year ended December 31, 2005 was 34.6%, more than twice that of
the next most popular radio-broadcasting company in Mexico City for the same
period. See "--Broadcasting Operations" and "--Competition."
10
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 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, 2005, Grupo Radio Centro's radio stations ranked
as five of the top ten FM radio stations out of a total of 29 FM stations and
three of the top ten AM stations out of a total of 34 AM stations. See
"--Business Strategy."
In addition to its radio-broadcasting activities, the Company, under
the trade name Organizacion Impulsora de Radio, acts as the national sales
representative for, and provides programming to, a network of affiliates in
Mexico. At December 31, 2005, the Company had 106 affiliates in 72 cities
throughout Mexico.
BUSINESS STRATEGY
The Company's strategy is to optimize cash flow from operations by
maintaining its leading market position, offering advertisers top-ranked
stations in almost every major station format and continuing its focus on
operating efficiency and cost control.
Maintenance of Leading Market Position
The Company is focused on maintaining its current position as the
leading radio broadcaster in Mexico City, offering advertisers top-ranked
stations in almost all of the major station formats, including Grupera--Diverse
Musical Genres, Juvenil--Youth Oriented, Spanish Language--Contemporary Music,
English Language--Classic Rock, English Language--Contemporary Music, Spanish
Language--Classics, News/Talk Show and English Language--Music/News. By
maintaining a strong presence in the major station formats, management believes
that the Company will maximize its share of total radio advertising
expenditures. Management bases such belief on the following rationale: (i) a
broadcaster's revenue is correlated with its ability to maximize the number of
listeners within an advertiser's given demographic parameters and (ii) the
Company's stations currently cover almost all of the demographic segments of the
radio audience sought by advertisers. In addition, by managing its stations as a
portfolio and offering a broad range of advertising packages, the Company
believes that it differentiates itself from its smaller competitors, who cannot
offer as comprehensive coverage of the Mexican radio audience. The Company is
able to offer advertisers exposure to listening audiences targeted to correspond
with the demographic profiles they seek, and is able to provide advertisers with
their choice of either focused or broad audience exposure across a comprehensive
range of income classes and age segments.
In order to maximize the audience share of its portfolio of stations,
the Company recognizes the need to be responsive to the requirements of its
listeners and advertisers, tailoring its stations to the changing circumstances
of the market. The Company seeks to manage its station portfolio by (i)
balancing the mix of its station formats to correspond to the needs of the
overall market and (ii) being proactive in the management of each individual
station format and adjusting to the evolution of its particular market segment.
11
OIR Network Strategy
As a complement to its radio-broadcasting activities, Grupo Radio
Centro operates, and continues its efforts to expand, its OIR radio network. The
Company simultaneously transmits its news program La Red from 5:45 a.m. to 10:00
a.m. to the 22 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."
12
BROADCASTING OPERATIONS
Radio Stations
Except as noted, the following table sets forth certain information
about the Mexico City radio stations operated by Grupo Radio Centro as of
December 31, 2005:
INRA(1) INRA(1) INRA(1) ARBITRON(2)
2005 TOTAL 2005 TOTAL 2005 2005 TOTAL
POWER MARKET AUDIENCE BAND MARKET
STATION FREQUENCY (WATTS) STATION FORMAT RANK(3) SHARE(4) RANK(5) RANK(3)
----------------- --------- ------- ------------------------------------- ---------- ---------- ------- -----------
XEQR-FM.......... 107.3 mhz 100,000 Grupera--Diverse Musical Genres 1 9.5% 1 1
XERC-FM.......... 97.7 mhz 100,000 Juvenil--Youth Oriented 2 6.2% 2 4
XEJP-FM.......... 93.7 mhz 100,000 Spanish Language--Contemporary Music 4 5.3% 4 2
XHFO-FM(6)....... 92.1 mhz 150,000 English Language--Classic Rock 7 3.8% 7 8
XHFAJ-FM......... 91.3 mhz 100,000 English Language--Contemporary Music 9 3.6% 9 10
XEQR-AM.......... 1030 khz 50,000 Spanish Language--Talk Show / 17 2.1% 2 9
Contemporary Music
XEJP-AM.......... 1150 khz 50,000 Spanish Language Classics 18 2.0% 3 15
XERED-AM......... 1110 khz 100,000 News / Talk Show 31 0.9% 11 30
XHRED-FM......... 88.1 mhz 100,000 News / English Language--Music 36 0.6% 23 29
XERC-AM.......... 790 khz 50,000 News 42 0.4% 16 42
XEN-AM........... 690 khz 100,000 News / Talk Show 45 0.3% 19 45
ARBITRON(2) ARBITRON(2)
2005 TOTAL 2005 TARGET
POWER AUDIENCE BAND DEMOGRAPHIC
STATION FREQUENCY (WATTS) STATION FORMAT SHARE(4) RANK(5) SEGMENTS
----------------- --------- ------- ------------------------------------- ----------- ----------- -----------
XEQR-FM.......... 107.3 mhz 100,000 Grupera--Diverse Musical Genres 15.0% 1 13-44 years
XERC-FM.......... 97.7 mhz 100,000 Juvenil--Youth Oriented 6.5% 4 8-34 years
XEJP-FM.......... 93.7 mhz 100,000 Spanish Language--Contemporary Music 7.3% 2 18-44 years
XHFO-FM(6)....... 92.1 mhz 150,000 English Language--Classic Rock 4.3% 8 18-44 years
XHFAJ-FM......... 91.3 mhz 100,000 English Language--Contemporary Music 2.7% 9 13-24 years
XEQR-AM.......... 1030 khz 50,000 Spanish Language--Talk Show / 3.6% 1 25+ years
Contemporary Music
XEJP-AM.......... 1150 khz 50,000 Spanish Language Classics 2.1% 4 35+ years
XERED-AM......... 1110 khz 100,000 News / Talk Show 0.5% 11 25+ years
XHRED-FM......... 88.1 mhz 100,000 News / English Language--Music 0.6% 19 25+ years
XERC-AM.......... 790 khz 50,000 News 0.3% 19 25+ years
XEN-AM........... 690 khz 100,000 News / Talk Show 0.3% 22 25+ years
----------
(1) Source: International Research Associates Mexicana, S.A. de C.V. ("INRA").
(2) Source: Arbitron Inc.
(3) Total market rank is determined based on each station's annual average
share of the total radio audience.
(4) Total audience share represents each station's annual average share of the
total radio audience.
(5) Band rank is determined based on each station's annual average share of the
radio audience within its broadcasting frequency band (i.e., either AM or
FM).
(6) XHFO-FM is operated by Grupo Radio Centro pursuant to an operating
agreement that will terminate on January 2, 2009.
13
XHFO-FM is operated by Grupo Radio Centro pursuant to an operating
agreement that will terminate on January 2, 2009. For the year ended December
31, 2005, XHFO-FM accounted for approximately 10.8% of Grupo Radio Centro's
broadcasting revenue.
Programming
The Company currently produces all of the programming for the stations
it owns or operates. Prior to March 3, 2004, however, the Monitor news program
and Red Vial, a Mexico City traffic report, were produced by Infored, S.A. de
C.V. (see Item 8, "Financial Information--Other Financial Information--Legal and
Arbitration Proceedings"). The news program that replaced Monitor and the
traffic report that replaced Red Vial are produced by the Company. In addition,
the Company provides programming to its network of affiliates.
Programming produced by the Company includes playing recorded music,
coverage of live music events (such as concerts), special musical programs and
news and talk show programs. For example, through its Noticentro news division,
the Company produces daily news programs consisting of three-minute updates and
ten-minute summaries of local, national and international news that are
broadcast through Formato 21, the Company's 24-hour, all-news station, and a
majority of its other stations in Mexico City.
Grupo Radio Centro's programming strategy is to tailor the format of
each of its stations to attract targeted demographic segments of the radio
audience sought by advertisers. To ensure that its programming remains
responsive to shifting demographic trends and audience tastes, Grupo Radio
Centro uses its internal research division (which regularly conducts
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 2005, Grupo Radio Centro conducted approximately 303,000
interviews. Grupo Radio Centro believes that no competitor has developed an
internal research capability as extensive as its own.
Production and Transmission of Programming
Grupo Radio Centro has 18 production studios in which musical material,
advertisements, informational messages and promotional spots are recorded on
digital audio tape ("DAT"). In addition, Grupo Radio Centro maintains 13 on-air
studios, each of which is linked to Grupo Radio Centro's automated programming
computer network via optical fiber. In most cases, Grupo Radio Centro has
maintained a consistent design for both production and on-air studios to provide
a familiar work environment for employees and to reduce the risk of error. Grupo
Radio Centro's primary studio operations are substantially all digital and
utilize state-of-the-art computer networks for the recording, scheduling and
playing of all news, music, promotional and advertising material. Currently, the
Company has a single high speed network with a transmission speed measured in
Gigabytes per second installed in both on-air studios and production studios,
totaling 30 workstations.
The Company's Digital Recording System records the audio of music, news
and promotional and advertising material on hard disks from a storage system
thereby transferring the audio directly to each workstation and then to an audio
console. This programming feed is then processed and sent to one of several
transmitter sites via VHF digital or analog studio transmitter links or via
digital microwave high-speed E1 links. Each signal is periodically monitored for
quality. During 2005, the Digital Recording System was updated for
advertisements and music.
In July 2004, Grupo Radio Centro's news division installed and began
operating a "News Room" system that enables news writers to provide radio
announcers with information by creating a text crawl that runs across a
flat-panel screen while the announcers are on air. The system is used primarily
by Formato 21, although it also provides information to news centers in other
radio stations. This upgrade has reduced considerably the amount of paper
consumed during news programs.
14
During 2006, the Company plans to replace six analog mixer consoles
with digital mixer consoles. The replacements will be made at radio stations
XEJP-AM, XERC-AM (two consoles) and at one studio and two transmitter cabins
used by OIR.
Each station has a main transmitter with back-up support. All AM
transmitters incorporate solid-state design. Each transmitter site has a diesel
generator with automatic transfer that allows rapid switchover to back-up power
in the event of power outages. In addition, the main FM transmitter facility is
equipped with an uninterruptible power supply to prevent the loss of airtime
during a transfer to back-up power. Grupo Radio Centro uses sophisticated
multiplexing networks for transmission, which allows five of its AM stations to
operate at three sites, each site using one antenna system. Similarly, five FM
stations are multiplexed into a common twenty-four-panel antenna situated on
Cerro del Chiquihuite, which Grupo Radio Centro believes is ideally located at
540 meters above the average terrain level in Mexico City. A sixth FM station
operated by the Company transmits from the World Trade Center building in Mexico
City.
Currently, all AM and FM radio broadcast signals in Mexico are analog.
There are various efforts underway around the world to develop, test and
implement digital audio broadcasting ("DAB"). If implemented, DAB would largely
eliminate fading, static and other interference that adversely affects the
listening experience. Various DAB proposals have been made in Mexico that focus
upon either the United States "in-band" broadcasting model (using existing
allocations of AM or FM spectrum) or the European "out-of-band" broadcasting
model. The Camara Nacional de la Industria de Radio y Television (the Mexican
Trade Association for Broadcasters or "CIRT"), of which the Company is a member,
is in the process of analyzing such proposals. The Company is an active
participant in CIRT's efforts to obtain favorable regulation of DAB when, and
if, such technology is implemented in Mexico. CIRT has created a task force with
the SCT in order to introduce DAB in Mexico in the future.
In March 2000, the SCT issued an order reserving a certain band of
radio frequency (the "L" band) for research and development of digital audio
broadcasting. In October 2000, the SCT issued an order amending all existing AM
and FM band radio licenses to allow licensees to engage in DAB using
technologies to be approved in the future by the SCT. There can be no assurance,
however, as to whether or when DAB will be introduced.
In October 2003, the SCT granted the Company permission to install, in
its Cerro del Chiquihuite plant, a digital radio system named the Eureka 147 DAB
System to simultaneously transmit the programming of radio stations Radio
Red-FM, Stereo Joya, Alfa Radio, Stereo 97.7 and La Z. During 2005, the Company
installed in its Cerro del Chiquihuite plant, on an experimental basis, a more
powerful Eureka 147 DAB System transmission station, which simultaneously
transmits programming of Radio Red-FM and Alfa Radio, and an HD Radio-AM (or
"IBOC-AM," an in-band on-channel AM system for transmitting digital information
over existing stations) transmission station, which transmits programming of "La
69." In 2005, the Company demonstrated, for the benefit of CIRT and SCT
representatives, the applicability and capabilities of DMB (Digital Multimedia
Broadcasting) technology, which enables a single broadcasting station to
transmit video, audio and data for multiple applications.
In 2003, Grupo Radio Centro completed a project to increase the power
of several radio stations--XERED-AM, XEJP-AM and XEN-AM--from 50 to 100
kilowatts, 20 to 50 kilowatts and 50 to 100 kilowatts, respectively. The
objective of this effort is to improve the stations' presence, coverage and
quality of reception in Mexico City's metropolitan area. Definitive
authorization from the SCT to increase the broadcasting power of these stations
was granted in April 2004.
15
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 and engineering staff give it a
competitive edge in Mexico City radio broadcasting.
Sale of Airtime and Marketing
Commercial airtime for Grupo Radio Centro's radio stations is sold both
to advertising agencies and directly to businesses. The top ten customers in
each of 2005, 2004 and 2003 accounted for approximately 33.0%, 33.1% and 33.4%,
respectively, of total broadcasting revenue of the Company. Our two largest
individual customers in 2005, 2004 and 2003 were Gigante and Comercial Mexicana.
In 2005, 2004 and 2003, Gigante accounted for 4.4%, 5.6% and 3.5%, respectively,
of our total broadcasting revenue, while Comercial Mexicana accounted for 4.1%,
4.9% and 3.6%, respectively, of our total broadcasting revenue. The companies
comprising Grupo Carso, collectively, and Grupo Gigante, collectively, also are
key customers. In 2005 and 2003, the companies comprising Grupo Carso
collectively accounted for 6.8% and 5.2%, respectively, of our total
broadcasting revenue, while in 2004, the companies comprising Grupo Gigante
collectively accounted for 7.0% of our total broadcasting revenue. Sales of
commercial airtime 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."
In addition to the Company's corporate clients, the two largest Mexican
political parties, the PRI and the PAN, together accounted for 2.5% of the
Company's total broadcasting revenue in 2005, compared to 0% in 2004, reflecting
the beginning of the campaign advertising expenditures in connection with the
July 2006 presidential and congressional elections. Political advertising
accounted for 31.0% of the Company's total broadcasting revenue in the first
quarter of 2006, compared to 1.4% in the first quarter of 2005.
At December 31, 2005, the Company had a sales force of 29 individuals,
of which 12 marketed primarily to advertising agencies and major customer
accounts and 17 marketed to small and mid-sized accounts.
Grupo Radio Centro establishes its advertising rates by considering the
cost per thousand listeners as a reference to ensure that its rates are
competitive. The Company offers package discounts to its clients who purchase
airtime on multiple stations, offering the largest discounts to clients who
purchase airtime on all of its stations. Higher rates apply to clients who
purchase commercial airtime for "special events," such as live concerts and
special news features.
In addition, the Company sells commercial airtime 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 2005, revenue
recognized under advance-sale arrangements, including related interest income,
accounted for approximately 36.0% of total broadcasting revenue, as compared to
36.2% for 2004 and 43.8% for 2003. See Note 15 to the Consolidated Financial
Statements.
16
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 future inflation rates may reduce the attractiveness of
these plans for such advertisers.
OIR NETWORK
Grupo Radio Centro, under the trade name OIR, provides national sales
representation, programming and broadcast-related services to a network of
affiliates. At December 31, 2005, Grupo Radio Centro had 106 affiliates located
in 72 cities throughout Mexico. During the last three years, broadcasting
revenue from OIR-related activities ranged from 2.5% to 2.8% of total
broadcasting revenue. In 2005, approximately 2.5% of the Company's revenue was
attributable to its work through OIR, and no single affiliate represented more
than 13.3% of total OIR-related revenue.
At December 31, 2005, 13 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 advertising aimed at a national
audience is sold through networks of affiliated radio stations. Pursuant to its
standard affiliate agreement, which is terminable at will by either party on 60
days notice, OIR agrees to purchase commercial airtime from affiliated stations,
compensating such stations for their airtime with a percentage of the revenue
obtained on the resale of commercial airtime 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. In December of 2005, the Company
installed a new satellite up-link system with state-of-the-art technologies,
including Digital Video Broadcasting, or DVB transmission, with ten digital
stereo channels. As of December 31, 2005, all of our affiliates were able to
receive OIR special event programs via satellite from Mexico City. Between
January and March 2006, the receivers of our affiliates that obtain OIR programs
via satellite were replaced with more cost-effective units.
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, 2005, there were 51 commercial radio stations in
Mexico City (28 AM and 23 FM stations) and twelve not-for-profit, public-service
stations (six AM and six FM). These constitute all of the currently available
radio broadcast channels within Mexico City's AM and FM frequency spectrum.
17
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 May 31,
2006, 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
Televisa Radio (TVR) .............. 4 3 7
NRM Comunicaciones (NRM) .......... 3 3 6
Grupo Radio Formula ............... 3 2 5
Grupo Imagen ...................... 0 2 2
MVS Radio (MVS) ................... 0 2 2
------------ ------------ ------------
Total .................... 18 22 40
----------
(1) Source: Grupo Radio Centro.
(2) In September 2000, Grupo Televisa S.A. de C.V. offered to acquire a 50.05%
interest in Grupo ACIR. As of May 2001, the Federal Competition Commission
had rejected the proposed acquisition and a subsequent appeal of that
rejection by Grupo Televisa. Grupo Televisa has appealed the rejection in
the Mexican courts, which have not decided the matter.
18
MEXICO CITY RADIO AUDIENCE SHARE (1970-2005)(1)
[CHART APPEARS HERE]
----------
(1) Source: INRA.
(2) In 1995, the Company began operating the three stations owned by Radio
Programas de Mexico. Accordingly, the Company's audience share includes the
audience share of these three stations beginning in 1995. In 1996, the
Company acquired these stations.
(3) In 1995, the three stations owned by Grupo Artsa were acquired by Grupo
Acir.
(4) In 1994, NRM no longer owned XECO-AM and XEUR-AM, and in 1995, NRM
purchased XHMM-FM.
(5) Includes average audience share of stations owned by Grupo Imagen until
Grupo Imagen's separation from MVS in December 1999.
Since 2002, the Company's average Mexico City audience share increased
gradually from 32.0% in 2003 to 34.7% in 2004 before declining slightly to 34.6%
in 2005. The Company has experienced gradual declines in previous years, which
were mainly attributable to increased competition from other radio stations that
adopted formats similar to the Company's most successful formats, including
Juvenil--Youth Oriented, Grupera--Diverse Musical Genres and News/Talk Show.
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, 2005, represented only 10.4% of the total radio audience. However,
there can be no assurance that competition within, or a decline in the
popularity of, a given format segment will not decrease the Company's aggregate
audience share in the future. In addition, the Company faces strong competition
from both television and various print media for advertising revenue.
OIR Network Competition
As with radio broadcasting, the Mexican radio-network market is highly
competitive. As of December 31, 2005, there were 30 radio networks serving 708
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.
19
SIGNIFICANT SUBSIDIARIES
The following table sets forth the Company's significant subsidiaries
at May 31, 2006:
PERCENTAGE OF
JURISDICTION OF OWNERSHIP AND
NAME OF THE COMPANY ESTABLISHMENT VOTING INTEREST DESCRIPTION
---------------------------------------------------------- --------------- --------------- -------------------
XEQR, S.A. de C.V. Mexico 99.9% Radio Station
XERC, S.A. de C.V. Mexico 99.9% Radio Station
XEEST, S.A. de C.V. Mexico 99.9% Radio Station
XEQR-FM, S.A. de C.V. Mexico 99.9% Radio Station
XERC-FM, S.A. de C.V. Mexico 99.9% Radio Station
XEJP-FM, S.A. de C.V. Mexico 99.9% Radio Station
XEDKR-AM, S.A. de C.V. Mexico 99.2% Radio Station
Radio Red, S.A. de C.V. Mexico 99.9% Radio Station
Radio Red-FM, S.A. de C.V. Mexico 99.9% Radio Station
Radio Sistema Mexicano, S.A. Mexico 99.9% Radio Station
Estacion Alfa, S.A. de C.V. Mexico 99.9% Radio Station
Emisora 1150, S.A. de C.V. Mexico 99.9% Radio Station
Radio Centro Publicidad, S.A. de C.V. Mexico 99.9% Marketing Company
GRC Publicidad, S.A. de C.V. Mexico 99.9% Marketing Company
GRC Medios, S.A. de C.V. Mexico 99.9% Marketing Company
Promotora Tecnica de Servicios Profesionales, S.A. de C.V. Mexico 99.9% Service Company
Publicidad y Promociones Internacionales, S.A. de C.V. Mexico 99.9% Service Company
Promo Red, S.A. de C.V. Mexico 99.9% Service Company
GRC Radiodifusion, S.A.(formerly Aerocer, S.A.) Mexico 99.9% Service Company
Universal de Muebles e Inmuebles, S.A. de C.V. Mexico 99.8% Real Estate Company
Inmobiliaria Radio Centro, S.A. de C.V. Mexico 99.9% Real Estate Company
Desarrollos Empresariales, S.A. de C.V. Mexico 99.9% Sub-holding Company
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
20
Grupo Radio Centro, in addition to being the parent company, is also a
marketing company.
PROPERTY AND EQUIPMENT
All of Grupo Radio Centro's tangible assets are located in Mexico. At
December 31, 2005, the net book value of all property and equipment was
approximately Ps. 475.4 million (U.S.$44.7 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, 2005, 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 and has been upgraded in December
2005 and the first quarter of 2006 (see "--Business Strategy--Programming").
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.
Substantially all of the Company's property, excluding its broadcasting
equipment, may become subject to a first priority lien under our credit
facility. See "Operating and Financial Review and Prospects--Liquidity and
Capital Resources--Indebtedness--Undrawn Credit Facility."
21
REGULATORY FRAMEWORK
The business of Grupo Radio Centro is subject to regulation and
oversight by the SCT and the Comision Federal de Telecomunicaciones (the Federal
Telecommuncations Commission or the "Cofetel"). The SCT is part of the executive
branch of the Mexican federal government and Cofetel is an agency of the SCT.
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. We are also subject to oversight by
the Procuraduria Federal del Consumidor (Agency For Consumer Protection) and the
Federal Competition Commission.
Regulation of Radio Broadcasting by Mexico
Licenses. Under the Federal Radio and Television Law, amended by the
Mexican Congress in April 2006, 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 Cofetel and, after a
formal review process of all competing applications, a license is granted to an
applicant with a specific term of 20 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 a preferential right to renew the license for periods
of up to 20 years (with most terms for renewal currently being up to 12 years)
under a non-competitive renewal process. Renewals are generally granted to
licensees that have substantially complied with the applicable law. The licenses
for nine of Grupo Radio Centro's radio stations set to expire in 2004 were
renewed and are now set to expire in 2016. The license for XHRED-FM is set to
expire in 2007, and the license for XEJP-FM is set to expire in 2012. The
licenses for XEDKR-AM (in Guadalajara) and XESTN-AM (in Monterrey) will expire
in October 2015 and November 2015, respectively.
The licenses contain restrictions on the transfer of shares of the
licensee, including the following: the transfer must be to a qualifying Mexican
person; the transfer cannot result in a concentration of radio broadcasting
holdings that may be contrary to the public interest; and the transfer cannot
result in a gain to the seller. All such transfers are subject to prior notice
to the SCT. In addition, any transfer of the license is subject to the prior
approval of the SCT. A license may only be assigned if it has been in effect for
more than three years, the licensee has complied with all of its obligations
under the license and the Federal Competition Commission has provided an opinion
in favor of the assignment.
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.
22
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.
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. 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 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 1998. Recent amendments to the law took effect on June 29, 2006.
23
As a result of the increase in Grupo Radio Centro's share of the Mexico
City radio market following completion of the RED acquisition, the Company is
required by the Federal Competition Commission to seek its prior approval in
connection with any future acquisitions of radio stations in Mexico, including,
without limitation, purchases or leases of radio stations, interests in other
radio concerns or transmission sites, irrespective of the size of such
investments or their related audience share, a requirement to which, to the best
knowledge of the Company, other Mexican broadcasting companies are not subject
generally. Although the Company received Federal Competition Commission approval
of its acquisition of XEN-AM in July 2001 because the Company sold two of its AM
stations in 2000, no assurance can be given that the Company will be permitted
by the Federal Competition Commission to make any additional investments should
it desire to do so.
The 2006 amendments to the Federal Economic Competition Law will
strengthen the authority of the Federal Competition Commission, will expand the
definition of monopolistic practices, will provide a more rigorous approval
process for business combinations and will establish more stringent penalties,
including substantially higher fines and the divestiture of assets. As a result
of this amendment, it is possible that the Federal Competition Commission will
exercise stricter enforcement of the Federal Economic Competition Law, which
could restrict our operations.
The Federal Telecommunications Law became effective in Mexico on June
8, 1995 and was amended by the Mexican Congress in April 2006. The amended
Federal Telecommunications Law subjects radio and television broadcasting
companies such as Grupo Radio Centro to the oversight of the Cofetel. The
Federal Telecommunications Law also covers the transmission of radio signals at
certain frequencies at which the Company may wish to transmit in the future.
Among other requirements, this law provides that licenses for the transmission
of radio signals at certain frequencies be granted pursuant to a competitive
bidding procedure.
In April 2006, the Mexican Congress also amended the Federal Radio and
Television Law, among other things, to allow radio and television broadcasting
companies such as Grupo Radio Centro to apply for authorizations to provide
telecommunications services.
Mexican law prohibits 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 did
not changed these Mexican regulations.
Intellectual Property
Mexico. Grupo Radio Centro (directly or through its subsidiaries) has
registered or filed for registration with the Instituto Mexicano de la
Propriedad Industrial (the Mexican Institute of Industrial Property) the
following service marks (and their corresponding design, where indicated):
o "Radio Red" o "Stereo 97.7"
o "Joya" o "Alegria"
o "El Fonografo del Recuerdo" o "Centro"
o "Variedades" o "Formato 21"
o "Stereo Joya" o "Hoy"
o "NotiCentro" (and design) o "OIR"
o "Sensacion" (and design) o "Palco Deportivo"
o "Universal" (and design) o "To2"
In addition, Grupo Radio Centro (directly or through its subsidiaries)
has registered or filed for registration the following commercial slogans:
o "CRC Radiodifusion Internacional"
o "Grupo Radio Centro Radiodifusion de Mexico al Mundo"
o "ORC Radiodifusion Valle de Mexico"
o "OIR Radiodifusion Nacional"
o "Radio Centro, la Estacion de la Gran Familia Mexicana"
o "SER, Servicios Especializados de Radiodifusion"
24
Grupo Radio Centro also obtained the following service marks in
connection with the acquisition of RED:
o "Radio Programas de Mexico" o "UNIRED"
o "RPM" o "SERVIRED"
o "ALFA 91.3" o "AUTORED"
o "BANG"
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:
o "Radio Exitos" o "Frente a Frente . . .
o "Radio Centro" Fuera Mascaras"
o "En Concierto" o "Radio Sensacion"
o "Reinas de la Popularidad" o "Radio Variedades"
o "Cadena Radio Centro CRC"
Grupo Radio Centro has also registered on the principal register of the
USPTO a sound mark consisting of a series of musical notes and the words "Radio
Variedades."
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion should be read in conjunction with the
Consolidated Financial Statements and the Notes thereto included elsewhere in
this Annual Report. Grupo Radio Centro's Consolidated Financial Statements have
been prepared in accordance with Mexican GAAP, which differ in certain respects
from U.S. GAAP. Note 25 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, including differences related to certain cash
flow information, 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, restated its
fixed assets 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, 2005. 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, its 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 airtime. The primary operating
expenses involved in owning and operating radio stations are employee salaries,
programming expenses, promotion and advertising expenses and depreciation and
amortization.
25
SEASONALITY OF SALES
Grupo Radio Centro's revenue varies throughout the year. Sales of
commercial airtime, 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. Grupo Radio Centro historically has had sufficient cash
flow from operations to meet its operating needs in all four calendar quarters.
The general pattern held in 2005 and 2004, as revenue from the sale of
commercial airtime was highest in the fourth quarter. In 2003, there was a
departure from this general pattern because revenue from the sale of commercial
airtime was highest in the second quarter, due to increased advertising
expeditures related to congressional political campaigns, and lowest in the
third quarter.
Advertising expenditures by political campaigns represent an important
part of the Company's total broadcasting revenue. While the Company's revenue
increases significantly during the congressional elections that occur every
three years (including in 2003 and 2006), an even more significant increase in
revenue results from presidential elections, which occur every six years
(coinciding with congressional elections), including in 2000 and 2006. In
connection with the July 2006 presidential and congressional elections,
political advertising accounted for 31.0% of the Company's total broadcasting
revenue in the first quarter of 2006, compared to 1.4% in the first quarter of
2005. In 2005 and 2004, years in which no elections occurred, advertising by
political parties constituted only 2.57% and 0.06%, respectively, of total
broadcasting revenue. In 2003, in connection with congressional elections that
took place in July 2003, advertising by political parties amounted to 21.1% of
total broadcasting revenue. See Item 4, "Information on the Company--Business
Overview--Broadcasting Operations--Sale of Airtime 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 2005, 2004 and
2003.
BROADCASTING INCOME,
EXCLUDING DEPRECIATION AND
BROADCASTING REVENUE AMORTIZATION
------------------------------ ------------------------------
2005 2004 2003 2005 2004 2003
-------- -------- -------- -------- -------- --------
First Quarter .............. 18.0% 21.1% 22.8% 9.7% 2.5% 23.2%
Second Quarter ............. 23.8 21.1 31.0 19.8 17.0 37.6
Third Quarter .............. 27.3 24.2 21.3 31.8 23.4 14.5
Fourth Quarter ............. 30.9 33.6 24.9 38.7 57.1 24.7
-------- -------- -------- -------- -------- --------
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. The annual
rate of inflation in Mexico, as measured by changes in the National Consumer
Price Index, was 3.33% for 2005. Inflation for the first quarter of 2006 was
0.86%. The adverse effects of high inflation on the Mexican economy might result
in lower demand for broadcast advertising.
26
COST-CONTROL MEASURES
Part of the Company's operating strategy is cost control. In 2005,
production costs for news programming produced by the Company decreased 18.4%,
primarily due to reductions in the total compensation paid to on-air
personalities and their production crews. Personnel expenses decreased 4.9% in
2004 and 1.9% in 2003, mainly as a result of a reduction in personnel. The
change in personnel in 2003 resulted in severance payments of Ps. 4.2 million,
which were included under other expenses (net). The Company made no severance
payments in 2004 or 2005. See Note 18 to the Consolidated Financial Statements.
LOSS CONTINGENCY
In 2002, Infored, S.A. de C.V. ("Infored") and Jose Gutierrez Vivo
initiated an arbitration proceeding against us, seeking rescission of contract
and damages. In March 2004, an arbitration panel of the International Chamber of
Commerce notified us of its decision to rescind the contract and award Infored
and Mr. Gutierrez Vivo, collectively, U.S.$21.1 million, which represents the
amount we would have been required to pay under the contract. As a result of the
damages award, we recorded a provision for this contingent liability in the
amount of U.S.$21.1 million as of December 31, 2003. For the years ended
December 31, 2005 and 2004, we also recorded Ps. 13.3 million and Ps. 6.6
million, respectively, in interest relating to this provision. As of March 31,
2006, the provision amounted to Ps. 253.6 million. We successfully challenged
the validity of the arbitration award, and on June 16, 2006, a Mexican court set
aside and refused to enforce in Mexico the arbitration award. As a result, the
provision was reversed and recorded as an extraordinary income item in June
2006. See Item 8, "Financial Information--Other Financial Information--Legal and
Arbitration Proceedings".
RECENT ACCOUNTING PRONOUNCEMENTS
In March of 2003, the Instituto Mexicano de Contadores Publicos (the
"IMCP") issued Bulletin C-15 "Deterioro en el Valor de los Activos de Larga
Duracion y su Disposicion" (Impairment of the Value of Long-Lived Assets and
their Disposal or "C-15"), which must be applied to financial statements for
periods beginning January 1, 2004. C-15 sets forth, among other things, new
rules for the calculation and recognition of impairment losses, including any
subsequent reversals. C-15 establishes the criteria used to determine whether
impairment of a long-lived asset in use, either tangible or intangible
(including goodwill), has occurred. To calculate impairment loss, it is
necessary to determine the asset's recovery value. Recovery value is defined as
the greater of the net sales price of a cash-generating unit of the asset and
the asset's use value, which is the present value of estimated future cash
flows. In accordance with C-15, the Company conducted impairment analysis for
the year ended December 31, 2005 of its Ps. 1.2 billion of long-lived assets,
including goodwill, and this analysis resulted in no impairment.
In March of 2004, the IMCP issued Bulletin B-7 "Adquisiciones de
Negocios" (Business Acquisitions or "B-7"), which must be applied to financial
statements for periods beginning January 1, 2005. B-7 establishes that the
purchase price method is the only permissible method to account for business
combinations, including acquisitions, investment in the shares of an associated
entity and combinations accomplished by transferring cash, assets, debt
issuances or shares. The goodwill of an acquired entity is no longer amortized;
rather it is subject to impairment testing, in accordance with Bulletin C-15, on
at least an annual basis. B-7 requires that goodwill still being amortized on
its effective date cease amortization and be subject to impairment testing. As a
result of the adoption of B-7, the Company's Ps. 767.6 million of goodwill as of
December 31, 2005 was subject to impairment testing, and this testing resulted
in no impairment. For impairment evaluation purposes, we have only one operating
segment, which consists of one reporting unit, and all goodwill is allocated to
that operating segment.
27
Effective January 1, 2005, the Company adopted amendments to Bulletin
D-3, "Labor Obligations," which sets forth guidelines relating to the
recognition of a liability for severance payments at the end of a work
relationship for reasons other than restructuring. The severance payments are
recorded in accordance with actuarial calculations based on the Company's
severance indemnity history over the last three years. The liability recorded by
the Company for the year ended December 31, 2005 as a result of adopting the
amendment to this bulletin was Ps. 8.7 million.
CRITICAL ACCOUNTING POLICIES
Impairment Testing
The Company is required to test for impairment of its long-lived assets
in use, including goodwill and other intangible assets, at least on an annual
basis. To calculate impairment loss of long-lived assets in use, it is necessary
to determine the asset's recovery value. Recovery value is defined as the
greater of the net sales price of a cash-generating unit of the asset and the
asset's use value, which is the present value of estimated future cash flows.
The determination of the underlying assumptions related to the recoverability of
long-lived assets, including goodwill and other intangible assets, is subjective
and requires the exercise of considerable judgment. Any changes in key
assumptions about the Company's business and prospects, or changes in market
conditions, could result in an impairment charge.
2005 VS. 2004 RESULTS OF OPERATIONS
Broadcasting revenue is derived primarily from the sale of commercial
airtime to advertising agencies and businesses. For the year ended December 31,
2005, broadcasting revenue was Ps. 591.1 million, a 3.7% increase compared to
the Ps. 570.0 million reported for 2004. This increase was mainly attributable
to higher advertising expenditures by the Company's clients, which purchased
more airtime during the year ended December 31, 2005 compared to 2004.
Broadcasting expenses (excluding depreciation, amortization and
corporate, general and administrative expenses) include the cost of personnel,
the cost of sales, costs related to the Company's marketing and promotional
efforts and other miscellaneous expenses related to the Company's broadcasting
operations. The Company's broadcasting expenses (excluding depreciation,
amortization and corporate, general and administrative expenses) for the year
ended December 31, 2005 were Ps. 385.1 million, a 3.6% decrease compared to the
Ps. 399.4 million reported for 2004. This reduction in broadcasting expenses was
primarily attributable to (i) lower news programming costs, which resulted from
the termination of news programming produced for the Company by a third party at
the end of the first quarter of 2004, and (ii) lower costs for the production of
news programs produced by the Company during the year ended December 31, 2005
compared to 2004. These two factors were partially offset by an increase in the
allowance for doubtful accounts and the creation of a reserve covering severance
payments to the Company's terminated employees as required under Bulletin D-3
"Labor Obligations."
Broadcasting income (i.e., broadcasting revenue minus broadcasting
expenses, excluding depreciation, amortization and corporate, general and
administrative expenses) for the year ended December 31, 2005 was Ps. 206.0
million, representing an increase of 20.8% compared to the Ps. 170.6 million
reported for the same period of 2004. This increase was attributable mainly to
the increase in broadcasting revenue and the decrease in broadcasting expenses
described above.
The Company's gross margin (broadcasting income divided by broadcasting
revenue) for 2005 was 34.8%, an increase of 16.4% compared to the gross margin
of 29.9% for 2004. This increase was mainly attributable to an increase in
broadcasting revenue from 2004 to 2005 and a decrease in broadcasting expenses
from 2004 to 2005 for the reasons described above.
28
For the year ended December 31, 2005, depreciation and amortization was
Ps. 37.0 million, a decrease of 63.4% compared to the Ps. 101.1 million reported
for 2004. This decrease was due to the fact that the Company did not amortize
goodwill in 2005 (compared to Ps. 68.5 million of goodwill that was amortized in
2004) as a result of the implementation of a new accounting principle, Bulletin
B-7. See "--Recent Accounting Pronouncements."
Corporate, general and administrative expenses consist of the salaries,
bonuses and other compensation paid to the Company's key executive officers and
the Chairman of its Board of Directors. The Company's corporate, general and
administrative expenses for the year ended December 31, 2005 totalled Ps. 21.0
million, a slight decrease compared to the Ps. 22.1 million reported for the
same period of 2004, which resulted primarily from the Company no longer
recording the compensation of an executive officer in corporate, general and
administrative expenses, but rather in costs of personnel, which is included in
broadcasting expenses.
The Company reported operating income of Ps. 148.0 million for 2005, an
increase of 212.9% compared to operating income of Ps. 47.3 million reported for
2004, principally due to an increase in broadcasting income, which primarily
resulted from the increase in broadcasting revenue and the decrease in
broadcasting expenses described above, and the decrease in depreciation and
amortization.
Under Mexican GAAP, comprehensive cost of financing reflects interest
income, interest expense, foreign currency exchange gain or loss and the gain or
loss attributable to the effects of inflation on monetary liabilities and
assets. The Company's comprehensive cost of financing for the year ended
December 31, 2005 was Ps. 12.8 million, a decrease of 32.0% compared to a
comprehensive cost of financing of Ps. 18.8 million for 2004. This change is
mainly attributable to a gain on foreign currency exchange, net of Ps. 10.5
million for 2005, which resulted from the appreciation of the Peso against the
U.S. Dollar in 2005, compared to a loss on foreign currency exchange, net of Ps.
2.6 million reported for 2004. The effect of this difference was partially
offset by a gain on net monetary position of Ps. 6.7 million for the year ended
December 31, 2005 compared to a gain on net monetary position of Ps. 16.0
million for 2004, which resulted primarily from (i) a lower rate of inflation
for 2005 compared to the rate of inflation for 2004 and (ii) lower net monetary
liabilities in 2005 compared to net monetary liabilities in 2004.
Other expenses, net is other expenses net of other income. Other
expenses include, among other things, compensation paid to members of the
Company's Executive Committee, maintenance and leasing costs of real property
not in use, costs related to the arbitration proceeding with Infored and Mr.
Gutierrez Vivo and other consultant and legal fees. Other income includes, among
other things, the increase in book value of buildings held for sale and income
from the sale of surplus broadcasting supplies and recovery of expenses. Other
expenses, net for the year ended December 31, 2005 were Ps. 48.6 million, a 1.9%
increase compared to Ps. 47.7 million reported for 2004. Although there was a
decrease in other expenses in 2005 compared to 2004 due to a reduction in 2005
of legal fees related to the arbitration with Infored and Gutierrez Vivo, this
was more than offset by a decrease in other income in 2005 compared to 2004. In
2004, the Company recorded higher other income primarily due to the reappraisal
of certain real estate assets of the Company.
For the year ended December 31, 2005, the Company reported income
before provisions for income tax and employee profit sharing of Ps. 86.6 million
compared to a loss before provisions for income tax and employee profit sharing
of Ps. 19.2 million for 2004 as a result of the factors described above.
The statutory rate of the Mexican corporate income tax was 30.0% in
2005, 33.0% in 2004 and 34.0% in 2003. Like other Mexican companies, we are
required by law to pay our employees, in addition to their agreed compensation
and benefits, profit sharing in an aggregate amount equal to 10% of our taxable
income (calculated without reference to inflation adjustments). During 2005, the
Company recorded provisions for income tax and employee profit sharing of Ps.
21.7 million compared to provisions for income tax and employee profit sharing
of Ps. 20.4 million for 2004. This increase was primarily due to the increase in
taxable income for the year ended December 31, 2005 compared to 2004, which
offset the effect of the Company's application of tax loss carryforwards.
29
As a result of the foregoing, the Company reported net income of Ps.
64.9 million for the year ended December 31, 2005 compared to a net loss of Ps.
39.6 million for the same period of 2004.
2004 VS. 2003 RESULTS OF OPERATIONS
For the year ended December 31, 2004, broadcasting revenue was Ps.
570.0 million, a 36.4% decrease compared to Ps. 896.8 million reported for 2003.
This decrease was mainly attributable to a decline in political party
advertising expenditures following the July 2003 congressional elections, as
well as the termination of a former news program at the end of the first quarter
of 2004.
The Company's broadcasting expenses (excluding depreciation,
amortization and corporate, general and administrative expenses) for 2004 were
Ps. 399.4 million, a 25.6% decrease compared to Ps. 536.5 million reported for
the year ended December 31, 2003. This decrease was primarily attributable to
lower production costs for news programming, which a third party produced for
the Company until the end of the first quarter of 2004.
Broadcasting income (i.e., broadcasting revenue minus broadcasting
expenses, excluding depreciation, amortization and corporate, general and
administrative expenses) for 2004 was Ps. 170.6 million, representing a decrease
of 52.7% from the Ps. 360.3 million reported for the year ended December 31,
2003. This decrease was primarily attributable to the decrease in broadcasting
revenue resulting from the decrease in political advertising in 2004 compared to
2003.
The Company's gross margin (broadcasting income divided by broadcasting
revenue) for 2004 was 29.9%, a decrease of 25.6% compared to the gross margin of
40.2% for 2003. This decrease was mainly attributable to the decrease in
broadcasting revenue from 2003 to 2004, which was greater than the decrease in
broadcasting expenses from 2003 to 2004, the decreases in broadcasting revenue
and broadcasting expenses being due to the reasons described above.
Depreciation and amortization for 2004 was Ps. 101.1 million, a
decrease of 18.0% compared to Ps. 123.3 million reported for the year ended
December 31, 2003. This decrease was mainly due to the write-off of goodwill in
connection with a Company subsidiary during 2003.
The Company's corporate, general and administrative expenses for 2004
were Ps. 22.1 million, a decrease of 66.2% compared to Ps. 65.4 million reported
for 2003. This decrease occurred primarily because the Company paid lower fees
during 2004 to a third party after it ceased producing news programs for the
Company.
For 2004, the Company reported operating income of Ps. 47.3 million
compared to operating income of Ps. 171.6 million reported for 2003. The
substantial decline in political advertising during 2004 contributed to this
72.4% decrease.
The Company's comprehensive cost of financing for 2004 was Ps. 18.7
million, a decrease of 47.6% from the comprehensive cost of financing of Ps.
35.7 million reported for 2003. This result was primarily attributable to (i) a
gain in net monetary position of Ps. 16.0 million for 2004 compared to a loss of
Ps. 0.3 million for 2003 due to higher net monetary liabilities for 2004 and
(ii) a decrease in foreign currency exchange loss, net, which fell to Ps. 2.6
million for 2004 from Ps. 7.0 million for 2003. The factors leading to the
decrease in the Company's comprehensive cost of financing were partially offset
by an increase in interest expense for 2004.
30
Other expenses, net, for the year ended December 31, 2004 were Ps. 47.7
million, a 33.5% decrease compared to Ps. 71.7 million reported for 2003. This
decrease is attributable to (i) the recognition of income in 2004 following the
reappraisal of certain real estate assets of the Company, (ii) severance
payments made during the first quarter of 2003 in connection with personnel
reductions and (iii) lower expenses in 2004 due to the termination of operations
in 2003 of certain Internet-related subsidiaries of the Company.
The Company reported a loss before extraordinary item and provisions
for income tax and employee profit sharing for 2004 of Ps. 19.2 million, in
contrast to income of Ps. 64.2 million reported for 2003.
The Company reported a loss before provisions for income tax and
employee profit sharing of Ps. 19.2 million for 2004, compared to a loss before
provisions for income tax and employee profit sharing of Ps. 306.2 million for
2003. The larger loss before provisions for income tax and employee profit
sharing for 2003 was due to the provision for the contingent liability that
resulted from the damages award in the arbitration proceeding with Infored and
Mr. Gutierrez Vivo.
For 2004, the Company recorded provisions for income tax and employee
profit sharing of Ps. 20.4 million, compared to a reduction in provision for
income tax and employee profit sharing of Ps. 39.0 million for 2003.
As a result of the foregoing, the Company had a net loss of Ps. 39.6
million for the year ended December 31, 2004, compared to net loss of Ps. 267.2
million for 2003.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of liquidity is cash flow from operations.
The Company's operating activities provided Ps. 138.7 million in 2005, Ps. 24.9
million in 2004 and Ps. 241.0 million in 2003. Cash flow from operations
historically has been sufficient to cover the Company's working capital needs.
Nevertheless, at December 31, 2005 and 2004, the Company had a working capital
deficit of Ps. 113.9 million and Ps. 184.8 million, respectively, due to the
recorded provision for the contingent liability in connection with the
arbitration proceeding with Infored and Mr. Gutierrez Vivo.
The Company expects to be able to meet its additional working capital
needs in 2006 with cash flow from its operations. Grupo Radio Centro invests its
cash balances generally in short-term peso instruments, including overnight and
time deposits, repurchase agreements, certificates of deposit and commercial
paper of certain Mexican issuers. The Company has not entered into any
arrangements for the purpose of hedging interest rate or currency risk.
During 2005, the Company's principal use of funds, other than operating
purposes and capital expenditures, was the payment of indebtedness totaling Ps.
62.3 million and the acquisition of all the outstanding shares of Aerocer, S.A.,
an aircraft service company, for a total cash purchase price of Ps. 10.8
million, which includes Ps. 7.7 million in excess book value. In 2005, the
Company repurchased on the open market 133,300 Series A Shares at an aggregate
cost of Ps. 1.4 million (Ps. 1.2 million nominal amount). During 2004, the
Company's principal use of funds, other than operating purposes and capital
expenditures, was the payment of indebtedness totaling Ps. 70.6 million. In
2004, the Company repurchased on the open market 115,000 Series A Shares at an
aggregate cost of Ps. 740,000 (Ps. 692,544 nominal amount). During 2003, the
Company's principal use of funds, other than for operating purposes and capital
expenditures, was the payment of indebtedness totaling Ps. 139.6 million and the
payment of dividends totaling Ps. 61.3 million (Ps. 55.0 million nominal
amount). In 2003, the Company repurchased on the open market 57,000 shares of
the Company at an aggregate cost of Ps. 403,000 (Ps. 360,000 nominal amount).
Grupo Radio Centro may from time to time repurchase its outstanding equity
securities if market conditions and other relevant considerations make such
repurchases appropriate.
31
Indebtedness
Scotiabank Inverlat Loan Agreement. On October 30, 2000, we entered
into a five-year loan agreement for a U.S.$35 million loan from Scotiabank
Inverlat, S.A. Over time, we entered into several amendments to the loan
agreement to modify, among other terms, the maturity of the loan, the principal
amount of the loan, the denomination of the principal amount, the annual
interest rate and several financial covenants. On March 31, 2005, we obtained a
waiver from Scotiabank Inverlat of non-compliance with covenants requiring us to
maintain a certain ratio of total liabilities to EBITDA. On May 6, 2005, we
entered into an amendment to the Scotiabank Inverlat loan agreement to increase
the ratio of total liabilities to EBITDA for all periods of the year ending
December 31, 2005. At December 31, 2005, we were in compliance with all
covenants under the Scotiabank Inverlat loan agreement. As of December 31, 2005,
the loan bore interest at an annual rate of 10.3% and was scheduled to mature on
October 31, 2007. On May 17, 2006, we prepaid the outstanding balance of Ps.
84.9 million under the loan agreement.
At December 31, 2005, our total indebtedness was Ps. 113.2 million, all
of which was related to the Scotiabank Inverlat loan. Our short-term
indebtedness was Ps. 56.6 million relating to the current portion of the
Scotiabank Inverlat loan, while our long-term indebtedness was Ps. 56.6 million
relating to the non-current portion of the Scotiabank Inverlat loan. See Note 14
to the Consolidated Financial Statements. We currently have no bank debt.
Undrawn Credit Facility. On May 16, 2006, we entered into a credit
facility with GE Capital CEF Mexico, S. de R.L. de C.V. and Banco Inbursa,
Institucion de Banca Multiple, Grupo Financiero Inbursa for a secured,
guaranteed peso-denominated loan in a principal amount equivalent to U.S.$21.0
million. The credit facility is guaranteed by several of our subsidiaries and
will be secured by a first priority lien on substantially all of our property,
including our corporate headquarters and excluding any equipment used for
broadcasting. The credit facility provides that, subject to certain conditions,
we may draw down on it at any time before May 16, 2008, provided that a final
judgment has been rendered in connection with the execution of the arbitration
award in favor of Infored and Mr. Gutierrez Vivo. A final judgment in our favor
was issued on June 16, 2006. The principal remaining conditions to drawing down
include that there be no material adverse change resulting in a loss or
liability to us equivalent to 5% or more of our total assets (as such condition
is more fully defined in the credit facility); that the loan be secured by a
first priority lien on substantially all of our property in favor of the
lenders; and that no event of default under the credit facility has occurred.
The credit facility also contains restrictive covenants and covenants requiring
us to maintain quarterly financial ratios (using terms defined in the credit
facility). The financial covenants include an interest coverage ratio of at
least 3 to 1, a total debt to EBITDA ratio of no more than 2 to 1, a fixed
charges coverage ratio of at least 1.75 to 1, a cash balance of at least
U.S.$1.75 million, and shareholders' equity of at least Ps. 850 million. If any
of the conditions to draw down is not met, we will be unable to obtain funds
under the credit facility.
We may use the proceeds of the credit facility for working capital
purposes in an amount up to Ps. 100 million, with the remaining amount, upon the
lenders' approval, for other corporate purposes. If we draw down on the credit
facility, we will be required to repay the principal amount of the loan in ten
semi-annual installments and make quarterly interest payments at an annual rate
equal to the 28-day Mexican Interbank Equilibrium Interest Rate (Tasa de Interes
Interbancaria de Equilibrio or TIIE) plus 2.75%. As of the date of this Annual
Report, we have not drawn down on the line of credit.
32
OFF-BALANCE SHEET ARRANGEMENTS
In 2005, the Company had no off-balance sheet arrangements that have
or, in the opinion of the Company, are reasonably likely to have a current or
future effect on the Company's financial condition.
CONTRACTUAL OBLIGATIONS
In the table below we set forth our long-term debt obligations as of
December 31, 2005, and the period in which these obligations come due.
Currently, we have no long-term debt obligations, capital lease obligations,
operating leases, irrevocable purchase obligations or other long-term
obligations.
PAYMENTS DUE BY PERIOD
(IN THOUSANDS)
(AS OF DECEMBER 31, 2005)
--------------------------------------------------------------------
LESS THAN 1 MORE THAN 5
TOTAL YEAR 1-3 YEARS 3-5 YEARS YEARS
----------- ------------ ----------- ---------- -----------
Long-term debt obligations(1)... Ps. 113,236 Ps. 56,618 Ps. 56,618 - -
----------
(1) On May 17, 2006, the Company prepaid all amounts outstanding under its loan
agreement with Scotiabank Inverlat.
U.S. GAAP RECONCILIATION
Net income (loss) under U.S. GAAP for 2005 was Ps. 64.9 million, for
2004 was Ps. 11.7 million and for 2003 was (Ps. 355.0 million). The slight
difference between net income under U.S. GAAP and Mexican GAAP for the year
ended December 31, 2005 was due to the treatment under U.S. GAAP of minority
interest in subsidiaries of the Company as a liability. The difference between
net income under U.S. GAAP and Mexican GAAP for the years ended December 31,
2004 and 2003 was primarily attributable to the amortization of goodwill with
respect companies purchased from related parties. Under Mexican GAAP prior to
December 31, 2004, goodwill was amortized using a straight-line method based on
an asset's estimated useful life. As a result of Statement of Financial
Accounting Standard No. 142, "Goodwill and Other Intangible Assets,"
amortization of goodwill under U.S. GAAP ceased as of January 1, 2002, and U.S.
GAAP requires testing goodwill for impairment at least once a year. In
accordance with the requirements of SFAS 142, the Company performed an analysis
for impairment of its goodwill as of December 31, 2003, December 31, 2004 and
December 31, 2005. For the years ending December 31, 2005 and 2004, no
impairment adjustment was necessary. For the year ending December 31, 2003, a
goodwill impairment adjustment under U.S. GAAP was necessary in the amount of
Ps. 165.8 million (U.S.$15.6 million) relating to the rescission of the December
23, 1998 program services agreement between the Company and Infored and Mr.
Gutierrez Vivo, whereby Infored and Mr. Gutierrez Vivo agreed to provide the
Company with original news programs and special-event productions for radio
until 2015, and the associated decline in anticipated advertising revenues.
Operating income (loss) under U.S. GAAP for the years ended December
31, 2005, 2004 and 2003 was Ps. 99.1 million, Ps. 48.7 million and (Ps. 358.4
million), respectively. The principal differences between operating income
(loss) under Mexican GAAP and U.S. GAAP are that (1) with respect to all
periods, certain other expenses, net of the Company that are classified as
non-operating charges under Mexican GAAP are charged against operations under
U.S. GAAP and (2) with respect to the years ended December 31, 2004 and 2003,
goodwill, including goodwill arising from entities under common control, that is
amortized under Mexican GAAP is not amortized under U.S. GAAP. In addition, for
the year ended December 31, 2003, the Company's extraordinary item relating to
the provision for the contingent arbitration losses is classified as a
non-operating charge to earnings under Mexican GAAP, whereas for U.S. GAAP
reporting purposes this represents an operating charge against the Company's
earnings.
33
Shareholders' equity under U.S. GAAP was approximately Ps. 1,039.8
million at December 31, 2005, Ps. 973.4 million at December 31, 2004 and Ps.
953.3 million at December 31, 2003. In 2005, 2004 and 2003, the difference
between shareholders' equity under U.S. GAAP and Mexican GAAP was mainly due to
the treatment of amortization of goodwill for the years ended December 31, 2004
and 2003 with respect to companies purchased from related parties. The
amortization of goodwill under U.S. GAAP was not permitted as of January 1,
2002, but was not prohibited under Mexican GAAP until as of January 1, 2005.
For a further discussion of the differences between Mexican GAAP and
U.S. GAAP as they relate to Grupo Radio Centro, see Note 25 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 2005, 2004 and 2003 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 25 to the Consolidated Financial
Statements).
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
DIRECTORS
Management of the business of the Company is vested in the Board of
Directors. The bylaws provide that the Board of Directors shall consist of a
minimum of seven and a maximum of twenty directors and an equal number of their
respective alternate directors. Each director and alternate director is elected
by the Company's shareholders by simple majority vote at the annual ordinary
general meeting for a term of one year. Alternate directors are authorized to
serve on the Board of Directors in place of directors who are unable to attend
meetings or otherwise participate in the activities of the Board of Directors.
Directors and alternate directors may be Mexican or foreign, but both the
majority of directors and the majority of alternate directors must be Mexican.
Of the total number of directors, and their respective alternate
directors, at least 25% must be independent directors. Independent directors may
not be individuals related to the Company, such as, among others, employees or
officers of the Company, shareholders with directive power over officers of the
Company, important clients, suppliers, debtors or creditors of the Company, or
their respective shareholders, directors or employees. Alternate directors only
serve in place of their respective regular directors and, in the case of
alternate directors of independent directors, must also meet the requirements
for independent directors.
The Board of Directors currently consists of twelve members. Alejandro
Sepulveda de la Fuente is the Secretary to the Board of Directors. The current
members of the Board of Directors were reelected at the annual shareholders
meeting on April 27, 2006. Their names, positions, ages and information on their
principal business activities outside Grupo Radio Centro are listed below. In
addition to the "other directorships" listed below, two Aguirre members of the
Board of Directors, Francisco Aguirre and Maria Adriana Aguirre, sit on the
boards of directors of various radio stations in Mexico.
34
Francisco Aguirre G. Age: 64
(Chairman) Years as director: 6
Principal occupation: Private Investor
Other directorships: Chairman of the board of
Grupo Radio Mexico, S.A. de C.V.
Maria Esther Aguirre G. Age: 66
(First Vice President) Years as director: 6
Principal occupation: Private Investor
Maria Adriana Aguirre G. Age: 59
(Second Vice President) Years as director: 6
Principal occupation: Private Investor
Ana Maria Aguirre G. Age: 61
Years as director: 35
Principal occupation: Private Investor
Other directorships: Director of Avon Cosmeticos, S.A. de C.V.
Carlos Aguirre G. Age: 51
Years as director: 6
Principal occupation: General Director of Grupo Radio Centro
Rafael Aguirre G. Age: 48
Years as director: 13
Principal occupation: Private Investor
Other directorships: Director of the Quintana Roo branch of HSBC
Mexico, S.A. (formerly Banco
Internacional, S.A.); Director of the
Yucatan Peninsula branch of
Banco Nacional de Mexico, S.A.
Jose Manuel Aguirre G. Age: 43
Years as director: 6
Principal occupation: Real Estate Investor
Pedro Beltran N. Age: 62
Years as director: 4
Principal occupation: Finance and Administrative Director and Chief
Financial Officer of Grupo Radio Centro
Luis Alfonso Cervantes Muniz Age: 50
Years as director: 1
Principal occupation: Attorney
Gustavo Gabriel Llamas Monjardin Age: 43
Years as director: 1
Principal occupation: Public Accountant
Thomas Harold Raymond Moffet Age: 64
Years as director: 6
Principal occupation: President of Amsterdam Pacific Capital, LLC
(a financial advisory firm)
Luis de la Fuente Baca Age: 60
Years as director: 6
Principal occupation: Financial Advisor
35
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.
Francisco Aguirre G., Maria Esther Aguirre G., Maria Adriana Aguirre
G., Ana Maria Aguirre G., Carlos Aguirre G., Rafael Aguirre G. and Jose Manuel
Aguirre G. are shareholders of the Company; Pedro Beltran N. is an employee of
the Company and Luis Alfonso Cervantes Muniz is an advisor to affiliates of the
Company; and Thomas Harold Raymond Moffet, Gustavo Gabriel Llamas Monjardin and
Luis de la Fuente Baca are independent directors, as defined under the Mexican
Securities Market Law.
The bylaws provide that the Board of Directors shall meet at least once
every three months and that either the Chairman of the Board of Directors, the
Secretary, at least 25% of the members of the Board of Directors or any
statutory auditor of the Company shall be entitled to call for a meeting of the
Board.
The bylaws provide that holders of Series A Shares representing 10% of
the capital stock of the Company shall be entitled to appoint one regular member
of the Board of Directors and such member's alternate.
The bylaws also provide that the Board of Directors shall present to
the shareholders at the annual shareholders meeting the reports of the Audit
Committee. The bylaws of the Company were amended on April 22, 2005 to provide
that, independently and without prejudice to the exercise of the powers granted
to the Board of Directors pursuant to current Mexican law, the Board of
Directors shall be entitled to grant or delegate in favor of the Audit Committee
those powers that it deems necessary or convenient to comply with the legal and
regulatory provisions applicable to the Company, as well as to determine the
rules pursuant to which the Audit Committee shall exercise such powers,
including the right to revoke or modify them.
36
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.
The current members of the Executive Committee are Jose Manuel Aguirre
G. (president), Carlos Aguirre G. (vice president), Ana Maria Aguirre G., Maria
Esther Aguirre G., Maria Adriana Aguirre G., Rafael Aguirre G. and Francisco
Aguirre G.
Audit Committee
The Audit Committee currently consists of three regular members of the
Board of Directors appointed to the Audit Committee by the shareholders at the
annual shareholders meeting. All of the members of the Audit Committee must be
independent directors as defined under applicable laws and regulations.
The Audit Committee makes non-binding recommendations to the Board of
Directors with respect to certain transactions, including any transactions
entered into by the Company and/or its subsidiaries with related parties, any
purchase or sale of more than 10% of the Company's and/or its subsidiaries'
assets, any guarantee for an amount exceeding 30% of the Company's and/or its
subsidiaries' assets and transactions involving more than 1% of the Company's
and/or its subsidiaries' assets. Under the amended bylaws, as described above,
the Board of Directors has delegated to the Audit Committee, among other powers,
the power to hire or remove the external auditor and approve any permitted
non-audit services to be rendered by the external auditors, and to hire
independent advisors as it may deem necessary in order to carry out its duties
in accordance with applicable laws and regulations, independently and without
prejudice to the powers of the Board of Directors pursuant to Mexican
legislation. The Audit Committee must prepare an annual report on its activities
for presentation to the shareholders at the annual shareholders meeting and to
the Board of Directors. For a meeting of the Audit Committee to be valid, the
majority of its members must be present and the Audit Committee must adopt its
resolutions by majority vote. The Company's statutory auditor must attend all
meetings of the Audit Committee but is not entitled to vote at such meetings.
There can be no assurance that recommendations of the Audit Committee will
ensure that any arrangements with related parties are on an arm's-length basis.
Currently, the Audit Committee consists of three members: Thomas Harold
Raymond Moffet, Gustavo Gabriel Llamas Monjardin and Luis de la Fuente Baca, as
committee chairman. As required by our bylaws and applicable laws and
regulations, all members are independent members as defined under Mexican
Securities Market Law and Rule 10A-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). See Item 16A, "Audit Committee Financial
Expert."
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.
37
The Company currently has one statutory auditor, Sergio Hernandez
Gonzalez, 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: 27
General Director Years of service: 32
Pedro Beltran N. Years as officer: 20
Finance and Administrative Director Years of service: 20
and Chief Financial Officer
Arturo Yanez F. Years as officer: 22
Director of Auditing Years of service: 22
Sergio Gonzalez L. Years as officer: 22
Operations Director Years of service: 22
Luis Cepero A. Years as officer: 23
Audio Engineering Director Years of service: 45
Eduardo Stevens A. Years as officer: 16
Transmission Engineering Director Years of service: 26
Gonzalo Yanez V. Years as officer: 6
Marketing Director Years of service: 9
Rodolfo Nava C. Years as officer: 6
Treasurer and Financial Information Years of service: 20
Manager
Alvaro Fajardo de la Mora Years as officer: 21
General Counsel Years of service: 21
Luis Miguel Carrasco N. Years as officer: 8
Commercial Director Years of service: 13
COMPENSATION
For the year ended December 31, 2005, the aggregate compensation for
the executive officers of the Company paid or accrued in that year for services
in all capacities was Ps. 19.1 million, of which approximately Ps. 3.2 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.
38
The total of payments to Executive Committee members for attendance at
Executive Committee meetings during 2005 was Ps. 17.2 million. The total of
payments to directors for attendance at Board of Director meetings during 2005
was Ps. 275,880. The total payments to Audit Committee members for attendance at
Audit Committee meetings during 2005 was Ps. 203,280.
BOARD PRACTICES
None of the directors have entered into a service contract with the
Company that provides for benefits upon termination of employment.
EMPLOYEES
At December 31, 2005, Grupo Radio Centro employed a total of 422
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 December 31, 2004, the Company employed a total of 395 full-time
employees, and at December 31, 2003, the Company employed a total of 394
full-time employees. Grupo Radio Centro also employs a varying number of
temporary employees. During 2005, the Company employed an average of 67
temporary employees.
Negotiations with Union employees are conducted at the industry level
pursuant to a national contract (the "Contrato Ley") that is administered by the
Union and that provides for general employment terms applicable to all Union
employees, although particular enterprises within the radio broadcasting
industry may negotiate separate contractual arrangements with the Union in the
event exceptions from the Contrato Ley are desired. All of Grupo Radio Centro's
current contractual relations with Union employees are pursuant to the stated
terms of the Contrato Ley. The current Contrato Ley will expire on January 31,
2008; however, salary increases are implemented annually. On February 1, 2006,
the Company and the Union agreed to a 4.5% 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 20, 2006, the Aguirre members of the Board of Directors had
beneficial ownership, primarily through the two Mexican trusts through which
they hold their Series A Shares, of 85,331,916 Series A Shares of the Company,
representing 52.6% 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.
SIGNIFICANT DIFFERENCES BETWEEN NEW YORK STOCK EXCHANGE CORPORATE GOVERNANCE
STANDARDS AND OUR CORPORATE GOVERNANCE PRACTICES
Pursuant to Section 303A.11 of the Listed Company Manual of the New
York Stock Exchange (NYSE), we have prepared a summary of the ways in which our
corporate governance practices differ from those of U.S. domestic companies
under the NYSE's corporate governance rules. This summary can be accessed on our
web site at http://www.grc.com.mx.
39
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
MAJOR SHAREHOLDERS
The Company was incorporated as Tecnica de Desarrollo Publicitario,
S.A. de C.V. on June 8, 1971, with its principal shareholders being members of
the Aguirre family. The Company has undergone several changes in nominal
ownership, but ultimate control has always resided with the Aguirre family.
On June 3, 1998, all of the Series A Shares and CPOs owned by the
Aguirre family, which were held in a trust established by the Aguirre family in
1992 (the "Old Controlling Trust"), were divided into two trusts (the Old
Controlling Trust and the "New Controlling Trust" and, together, the
"Controlling Trusts"). Prior to the division, 50% of the Series A Shares and
CPOs of the Company held by the Old Controlling Trust was held for the benefit
of Maria Esther G. de Aguirre, with the remainder divided equally among her
children. Simultaneously with the division, Maria Esther G. de Aguirre acquired
a 50% interest in each of the Controlling Trusts and transferred those interests
to her children in equal parts, but reserved her rights to vote and receive
dividends in respect of the Series A Shares and CPOs previously held for her
benefit (the "reserved rights").
On May 25, 1999, four members of the Aguirre family made a gift of
their interest in the Company's Series A Shares and CPOs held by the Controlling
Trusts to Maria Esther G. de Aguirre. On the same date, the Aguirre family
amended the terms of the Controlling Trusts to transfer, on such date, the
reserved rights held by Maria Esther G. de Aguirre to her children in equal
parts and to transfer, upon the occurrence of certain events, the trust
interests gifted to her by her four children to her seven other children--Maria
Esther Aguirre G., Francisco Aguirre G., Maria Adriana Aguirre G., Ana Maria
Aguirre G., Carlos Aguirre G., Rafael Aguirre G. and Jose Manuel Aguirre G.
On April 5, 2000, Maria Esther G. de Aguirre made a gift of her
approximate 36% interest in the Controlling Trusts to her seven children holding
interests in such trusts. Following this gift and an amendment of the terms of
the Controlling Trusts to remove Maria Esther G. de Aguirre as grantor and
beneficiary, those seven children owned, in equal parts, 100% of the interests
in the Controlling Trusts. Under the terms of the Controlling Trusts, the Series
A Shares held by each trust are ordinarily voted as directed by a majority of
the beneficiaries of the trust.
The following table sets forth certain information regarding the
beneficial ownership of Series A Shares by beneficial holders of more than 5% of
the outstanding Series A Shares as of June 20, 2006. All CPOs previously held by
the Controlling Trusts were converted to Series A Shares in 2003.
SERIES A SHARES PERCENTAGE OF
NAME OF PERSON OR GROUP BENEFICIALLY OWNED SERIES A SHARES(1)
--------------------------------------------- ------------------ ------------------
Old Controlling Trust........................ 11,669,527 7.2%
New Controlling Trust........................ 72,351,119 44.6%
Maria Esther Aguirre Gomez................... 84,527,780 (2)(3) 52.1%
Francisco de Jesus Aguirre Gomez............. 84,020,646 (2) 51.8%
Maria Adriana Aguirre Gomez.................. 84,020,646 (2) 51.8%
Ana Maria Aguirre Gomez...................... 84,070,246 (2)(4) 51.9%
Carlos de Jesus Aguirre Gomez................ 84,535,413 (2)(5) 52.1%
Rafael Felipe de Jesus Aguirre Gomez......... 84,215,415 (2)(6) 51.9%
Jose Manuel Aguirre Gomez.................... 84,065,646 (2)(7) 51.9%
40
----------
(1) Percentages are based on 162,125,261 Series A Shares issued and
outstanding as of June 20, 2006.
(2) All Series A Shares beneficially owned by the Old Trust and the New
Trust (the "Family Shares") are held for the benefit of the Aguirre
Family and are deemed to be beneficially owned by each member of the
Aguirre Family, each of whom is deemed to share power to vote or
dispose, or direct the vote or disposition of, the Family Shares as a
member of each of the Technical Committees.
(3) Includes 402,374 Series A Shares and 11,640 ADSs beneficially owned by
Maria Esther Aguirre Gomez, in addition to the Family Shares.
(4) Includes 49,600 Series A Shares beneficially owned by Ana Maria
Aguirre Gomez, in addition to the Family Shares.
(5) Includes 249,267 Series A Shares and 29,500 ADSs beneficially owned by
Carlos de Jesus Aguirre Gomez, in addition to the Family Shares
(6) Includes 21,641 ADSs beneficially owned by Rafael Felipe de Jesus
Aguirre Gomez, in addition to the Family Shares
(7) Includes 5,000 ADSs beneficially owned by Jose Manuel Aguirre Gomez,
in addition to the Family Shares.
The voting rights of the holders of Series A Shares not held in the
form of CPOs or ADSs are identical.
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 and Mexican Law--Limitations Affecting Non-Mexican
Holders--Share Ownership." At June 6, 2006, to the best knowledge of the
Company, approximately 34.1% of the outstanding Series A Shares were represented
by ADSs. It is not practical for the Company to determine the number of U.S.
holders of CPOs or ADSs, the portion of each class of securities held in Mexico
or the number of record holders in Mexico.
RELATED PARTY TRANSACTIONS
The Company engages in a variety of transactions with affiliates.
Pursuant to the Company's bylaws, the related party transaction policy adopted
by the Company's Board of Directors in February 2006 and Mexican law, the Audit
Committee of Company's Board of Directors must express an opinion on, and
Company's Board of Directors has exclusive power to approve, any transaction
with a related party unless the transaction (i) is within the ordinary course of
Company's business; (ii) entails the purchase or sale of less than 10% of the
Company's assets, a guarantee for less than 30% of Company's assets or any other
transaction involving less than 1% of the Company's assets; or (iii) is carried
out at a market price similar to what would be obtained from a third party.
41
Family Control of OIR Network Affiliates
In addition to their participation in the Company, members of the
Aguirre family owned or controlled 13 of the 106 affiliates in the network
serviced by OIR at December 31, 2005. Affiliated stations owned or controlled by
members of the Aguirre family accounted for approximately 13.7%, 18.9% and 18.9%
of OIR revenue (or 0.3%, 0.5% and 0.5% of Grupo Radio Centro's total
broadcasting revenue) for the fiscal years ended December 31, 2005, 2004 and
2003, 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 airtime to related parties, on terms that
are more favorable than those provided to unrelated parties. The Company does
not believe that such transactions have been material.
Service Contract
On January 5, 2000, Grupo Radio Centro entered into a contract with an
entity owned by Francisco Aguirre Gomez, Chairman of the Board of Directors of
the Company, for an indefinite term pursuant to which this entity is compensated
for consulting services and the sale of airtime provided to the Company by Mr.
Aguirre. The Company incurred expenses under this contract totaling Ps. 5.3
million in 2005, Ps. 13.1 million in 2004 and Ps. 10.8 million in 2003. See Note
6 to the Consolidated Financial Statements.
Sale of Goods and Services
The Company makes available to employees, including key management
personnel, and directors and directors' family members goods and services
obtained by the Company in barter transactions. These goods and services are
offered to executive officers and directors at discounts that are comparable to
the discounts offered to the Company's employees. The Company received a total
of Ps. 1.9 million and Ps. 1.0 million in 2005 and 2004, respectively, from
executive officers and directors and their families in connection with these
transactions. See Note 6 to the Consolidated Financial Statements.
Attention to Aguirre Family Matters
Carlos Aguirre G., the General Director, and to a lesser extent, Pedro
Beltran, the Chief Financial Officer, Arturo Yanez, the Internal Auditor, and
Alvaro Fajardo, the General Counsel, have spent a portion of their time on
Aguirre family matters for which Grupo Radio Centro has not been separately
compensated.
Loans to Executive Officers
From January 1, 2004 until June 2005, the Company extended credit to
eight of its executive officers in compensatory transactions that are customary
in Mexico. The maximum aggregate amount outstanding during this period was Ps.
0.9 million (nominal amount), and the loans ranged from non-interest bearing
loans to loans with an annual rate of interest of 12.0%. These loans have been
repaid in full.
42
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-45.
OTHER FINANCIAL INFORMATION
Legal and Arbitration Proceedings
Through a series of transactions effected in 1995 and early 1996, the
Company acquired five radio stations owned by RED as well as the exclusive radio
broadcasting rights to Monitor, a news and talk radio program. On December 23,
1998, the Company entered into the Infored Agreement with Infored and Mr.
Gutierrez Vivo, the principal anchor of Monitor, to provide the Company with
original news programs and special-event productions for radio until 2015 (the
"Infored Agreement"). The Infored Agreement provided that Mr. Gutierrez Vivo
would continue as Monitor's host until at least the end of 2003.
In May 2002, Mr. Gutierrez Vivo and Infored initiated an arbitration
proceeding pursuant to which they sought rescission of the Infored Agreement and
damages. On March 1, 2004, the International Chamber of Commerce ("ICC")
notified the Company that, by majority vote of two of the three arbitrators, the
ICC panel held that the Company was in breach of its contract with Infored and
Mr. Gutierrez Vivo. As a result, the contract was rescinded and Infored and Mr.
Gutierrez Vivo together were awarded a total of U.S.$21.1 million in damages,
which represents the amount the Company would be required to pay under the
contract after taking into account prepayments made by the Company. The Company
challenged the validity of this decision in the Mexican courts, and, in November
of 2004, the arbitration award was set aside. On August 11, 2005, District Judge
6 of Civil Matters granted Infored and Mr. Guitierrez Vivo an amparo, in effect
overturning the November 2004 decision. On August 25, 2005, we challenged
District Judge 6's ruling in a proceeding before the Federal District's
Thirteenth Circuit Court of Civil Matters. On June 16, 2006, the Federal
District's Thirteenth Circuit Court of Civil Matters set aside and refused to
enforce in Mexico the arbitration award. This ruling is not subject to further
judicial review in Mexico.
The Company plans to initiate proceedings in the Mexican courts to
recover up to U.S.$15 million in amounts that it had prepaid for future services
to be provided by Infored and Mr. Gutierrez Vivo under the contract between the
parties. In addition, the Company plans to continue with the two legal
proceedings against Mr. Gutierrez Vivo and Ms. Maria Ivonne Gutierrez Vivo that
had been suspended pending a final determination on the arbitration award. The
Company and a subsidiary, along with four minority shareholders, brought the
suits to seek rescission of the stock purchase agreement entered into as an
"accessory contract" to the Infored Agreement. One case pertains to the shares
of the licensee of the radio station formerly known as XEJP-AM (now XENET-AM),
while the other case pertains to the shares of the licensee of the radio station
formerly known as XEFAJ-AM (now XEINFO-AM).
The Company is involved in a variety of labor claims initiated by
former employees between 2000 and 2004 seeking an aggregate amount of
approximately Ps. 33.0 million. The Company has not recorded a provision for
these claims, as the Company's management believes that the cases will be
resolved in favor of the Company.
43
Other than proceedings related to labor claims and proceedings related
to the arbitration with Infored described above, neither the Company nor any of
its subsidiaries is currently engaged in any material litigation or arbitration,
and no material litigation or claim is known to the Company to be pending or
threatened against the Company or any of its subsidiaries.
Dividend Policy
The table below sets forth each of the dividends paid by the Company
during the period 2001-2005, together with per-Series A Share (in nominal pesos
and U.S. dollars) and per-ADS amounts translated into U.S. dollars at the
exchange rate in effect on each of the respective payment dates.
FISCAL YEAR DIVIDEND PER DIVIDEND PER
WITH RESPECT TO AGGREGATE AMOUNT SERIES A SHARE SERIES A SHARE DIVIDEND PER ADS
WHICH DIVIDEND OF DIVIDEND PAID (NOMINAL (U.S. (U.S.
DATE DIVIDEND PAID PAID(1) (NOMINAL PESOS) PESOS)(2) DOLLARS)(2) DOLLARS)(2)(3)
------------------------ --------------- ----------------- -------------- -------------- ----------------
March 9, 2001.......... 2000 115,000,000 0.70 0.07 0.65
August 22, 2003........ 2002 55,000,000 0.34 0.03 0.28
----------
(1) The Company paid no dividends with respect to 2003, 2004 or 2005.
(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 27, 2006, no dividend was declared with respect to
2005. See Item 10, "Additional Information--Bylaws and Mexican Law--Dividends."
ITEM 9. THE OFFER AND LISTING
Since July 1, 1993, the CPOs and the ADSs have been listed on the
Mexican Stock Exchange and the NYSE, respectively. The ADSs have been issued by
the Depositary. Each ADS represents nine CPOs. Each CPO represents a financial
interest in one Series A Share.
The CPOs were originally issued by Nacional Financiera, S.N.C.,
Institucion de Banca de Desarrollo, Direccion Fiduciaria ("Nafin") as trustee
for the trust (the "CPO Trust") created by the trust agreement, dated May 24,
1993, as amended, among the Old Controlling Trust and the Company, as grantors,
and Nafin, as CPO trustee. At a general meeting of the Company's shareholders on
April 25, 2003 and a general meeting of the CPO holders on May 19, 2003, the
shareholders and CPO holders approved several amendments to the CPO Trust. On
June 27, 2003, the parties to the CPO Trust agreement entered into an amended
and restated CPO Trust agreement (the "Amended CPO Trust Agreement"), reflecting
those amendments, including the following:
44
o 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").
o The term of the CPO Trust was extended 20 years until June 29,
2023 (which term may be further extended).
o On June 30, 2003, all CPOs held by holders that qualified as
Mexican investors, as defined in the Company's bylaws (see Item
10, "Additional Information--Bylaws and Mexican Law--Limitations
Affecting Non-Mexican Holders"), were exchanged for Series A
Shares held in the CPO Trust. As of June 30, 2003, qualifying
Mexican investors held Series A Shares and no longer held CPOs.
Non-Mexican holders of CPOs as of June 30, 2003 continued to hold
CPOs and, as holders of CPOs, are not entitled to withdraw the
Series A Shares held in the CPO Trust.
In connection with the Amended CPO Trust, the Series A Shares commenced
trading on the Mexican Stock Exchange under the symbol "RCENTRO.A" on June 30,
2003. The Series A Share listing is deemed to include the CPOs, such that the
Series A Share trading line will reflect trading of both Series A Shares and
CPOs.
Holders of CPOs are able to sell their CPOs (i) to a non-Mexican
investor, in which event the non-Mexican investor would receive such CPOs, or
(ii) to a Mexican investor, in which event the Mexican investor would receive
the Series A Shares underlying such CPOs, directly or by keeping them deposited
at an account at Indeval, maintained by such investor or by an authorized
institution. Indeval or S.D. Indeval, S.A. de C.V., Institucion para el Deposito
de Valores is a privately-owned securities depositary that acts as a
clearinghouse for Mexican Stock Exchange transactions.
The 2003 amendments to the CPO Trust did not affect the rights or
interests of holders of ADSs.
45
PRICE HISTORY
The following table sets forth, for the periods indicated, the reported
high and low sale prices for the Series A Shares and the CPOs on the Mexican
Stock Exchange (on a nominal basis) and the reported high and low sale prices
for the ADSs on the NYSE.
MEXICAN NEW YORK
STOCK EXCHANGE STOCK EXCHANGE
--------------------- ---------------------
AMOUNTS PER SERIES A
SHARE AND PER CPO AMOUNTS PER ADS
(IN NOMINAL PESOS) (IN U.S. DOLLARS)
--------------------- ---------------------
HIGH LOW HIGH LOW
--------- --------- --------- ---------
2001 ............................. 9.00 5.30 8.25 5.20
----
2002 ............................. 6.30 2.25 6.24 1.76
----
2003 ............................. 8.50 2.40 7.45 1.61
----
2004
----
First Quarter ................. 8.45 5.70 7.14 4.63
Second Quarter ................ 7.50 5.30 5.98 4.05
Third Quarter ................. 7.70 7.10 6.36 5.12
Fourth Quarter ................ 8.48 7.50 6.87 6.11
2005
----
First Quarter ................. 9.92 8.20 7.75 6.77
Second Quarter ................ 9.30 8.08 7.50 6.45
Third Quarter ................. 9.21 8.60 7.70 7.07
Fourth Quarter ................ 8.70 8.35 7.63 7.00
MOST RECENT SIX MONTHS
----------------------
December 2005 ................. 8.60 8.35 7.50 7.00
January 2006 .................. 8.40 8.20 7.48 7.10
February 2006 ................. 8.20 8.20 7.68 7.28
March 2006 .................... 8.50 7.15 7.40 5.66
April 2006 .................... 8.60 7.15 6.45 5.50
May 2006 ...................... 9.50 8.00 7.00 6.10
June 2006 (through June 16) ... 9.20 8.20 6.49 6.05
TRADING ON THE MEXICAN STOCK EXCHANGE
The Mexican Stock Exchange, located in Mexico City, is the only stock
exchange in Mexico. Founded in 1907, it is organized as a corporation whose
shares are held by brokerage firms that are exclusively authorized to trade on
the Exchange. Trading on the Mexican Stock Exchange takes place through the
Sentra, an automated system; the Exchange's opening and closing times are fixed
so that the Exchange's trading day coincides with the trading day of the NYSE.
The Mexican Stock Exchange operates a system of automatic suspension of trading
in shares of a particular issuer as a means of controlling excessive price
volatility, but under current regulations this system does not apply to
securities, such as the CPOs, that are directly or indirectly (for example,
through ADSs) quoted on a stock exchange (including, for these purposes, the
NYSE) outside Mexico.
Settlement is effected two business days after a share transaction on
the Mexican Stock Exchange. Deferred settlement, even by mutual agreement, is
not permitted without the approval of the CNBV. Most securities traded on the
Mexican Stock Exchange, including those of Grupo Radio Centro, are on deposit
with Indeval.
46
ITEM 10. ADDITIONAL INFORMATION
BYLAWS AND MEXICAN LAW
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."
The bylaws of the Company were amended on April 22, 2005 to provide,
among other things, that all the members of the Audit Committee must be
independent and that the Board of Directors is entitled to grant to the Audit
Committee any powers that it deems necessary or appropriate.
MEXICAN SECURITIES MARKET LAW
On December 30, 2005, a new Mexican Securities Market Law was enacted
and published in the Diario Oficial de la Federacion (the "Official Gazette").
The new law will be effective on June 28, 2006, 180 days following its
publication and in some cases will allow an additional period of 180 days (late
December 2006) for Mexican issuers to adopt the new corporate governance
requirements in the new law. The new law will introduce significant changes to
the current regime in which issuers operate, including:
o the establishment of the sociedad anonima bursatil, a separate
corporate form of organization for issuers with stock registered
with the CNBV and listed on the Mexican Stock Exchange, which
provides for a new set of corporate governance requirements;
o the redefinition of the functions and structure of the board of
directors, including (i) increasing the number of members of the
board of directors (up to 21, with independent members comprising
at least 25%) and (ii) requiring that the status of members of
the board of directors as independent be determined by the
shareholders' meeting, subject to the CNBV's authority to
challenge such determination;
o the application of a legal framework to the chief executive
officer (director general) and executive officers (directivos
relevantes) entrusted with the day-to-day management of the
issuer;
o the adoption of a clear definition of fiduciary duties, including
but not limited to the duty of care and the duty of loyalty, for
members of the board of directors and its secretary, the chief
executive officer and other executive officers;
o the increase in liability for members of the board of directors
and its secretary with respect to the operations and performance
of the issuer, including (i) payment of damages and losses
resulting from the breach of their duty of care or loyalty and
(ii) criminal penalties from one to 12 years of imprisonment for
certain illegal acts involving willful misconduct. Civil actions
under (i) may be brought by the issuer or by shareholders that
represent 5% or more of the capital stock of the issuer; and
criminal actions under (ii) may only be brought by the Secretaria
de Hacienda y Credito Publico (Mexican Ministry of Finance and
Public Credit), after consultation with the CNBV;
47
o the elimination of the requirement that the issuer have a
statutory auditor and the delegation of specific obligations of
corporate governance and oversight to the audit committee, the
corporate practices committee and the external auditors;
o the requirement that all the members of the audit and corporate
practices committees be independent as such term is defined under
the new law, except with respect to the corporate practices
committee in the case of issuers like us that have a controlling
shareholder;
o the enhancement of the functions and responsibilities of the
audit committee, including (i) the evaluation of the performance
of the external auditors, (ii) the review and discussion of the
financial statements of the issuer and the conveyance to the
board of directors of the committee's recommendations regarding
the approval of such financial statements, (iii) the surveillance
of internal controls and internal audit procedures of the issuer,
(iv) the reception and analysis of recommendations and
observations regarding the committee's functions by the
shareholders, members of the board of directors and senior
management, and the authority to act upon such recommendations
and observations, (v) the authority to call a shareholders'
meeting and to contribute to the meeting's agenda and (vi) the
oversight of the execution of resolutions enacted at meetings of
shareholders or the Board of Directors;
o the requirement that the shareholders' meeting approve all
transactions that represent 20% or more of the consolidated
assets of the issuer within a given fiscal year; and
o the inclusion of a new set of rules requiring an issuer to obtain
prior authorization from the CNBV to effect public offerings of
securities and tender offers.
ORGANIZATION AND REGISTER
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 Registro Publico de Comercio de la
Ciudad de Mexico (the "Public Registry of Commerce of Mexico City") on August
28, 1992 under number 20694. Under the new Mexican Securities Market Law, Grupo
Radio Centro will adopt the corporate form of sociedad anonima bursatil de
capital variable on or before late December 2006 through an amendment to its
bylaws, which will require it to adhere to the new requirements described above.
SHARE CAPITAL
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."
48
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
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.
49
DIVIDENDS
At the annual ordinary general meeting of holders of Series A Shares,
the Board of Directors submits the financial statements of the Company for the
previous fiscal year, together with a report thereon by the Board, to the
holders of Series A Shares for approval. The holders of Series A Shares, once
they have approved the financial statements, determine the allocation of the
Company's net profits for the preceding year. They are required by law to
allocate at least 5% of such net profits to a legal reserve, which is not
thereafter available for distribution except as a stock dividend, until the
amount of the legal reserve equals 20% of the Company's historical capital stock
(before effect of restatement). See Note 19 to the Consolidated Financial
Statements. Thereafter, the shareholders may determine and allocate a certain
percentage of net profits to any special reserve, including a reserve for
open-market purchases of the Company's Series A Shares. The remainder of net
profits is available for distribution. All Series A Shares outstanding and fully
paid at the time a dividend or other distribution is declared are entitled to
share equally in such dividend or other distribution. Series A Shares that are
only partially paid participate in dividends or other distributions in the same
proportion that such Series A Shares have been paid at the time of the dividends
or other distributions.
LIQUIDATION
Upon liquidation of the Company, one or more liquidators may be
appointed to wind up its affairs. All fully paid and outstanding Series A Shares
will be entitled to participate equally in any distribution upon liquidation.
Series A Shares that are only partially paid participate in such distribution
upon liquidation in the proportion that they have been paid at the time of
liquidation.
PREEMPTIVE RIGHTS
Except as described below, in the event of a capital increase, a holder
of existing Series A Shares has a preferential right to subscribe for a
sufficient number of Series A Shares to maintain the holder's existing
proportionate holdings of Series A Shares. Shareholders will not have preemptive
rights to subscribe for Series A Shares issued (i) in connection with mergers,
(ii) on the conversion of convertible debentures or (iii) for placement in a
public offering, if an extraordinary general shareholders meeting called for
such purpose approved such issuance and waived preemptive rights in connection
therewith in accordance with the procedures specified in the Company's bylaws.
Preemptive rights must be exercised within 15 days following the publication of
notice of the capital increase in the Diario Oficial de la Federacion. Under
Mexican law, preemptive rights cannot be waived in advance and cannot be
represented by an instrument that is negotiable separately from the
corresponding share. Holders of CPOs or ADSs that are U.S. persons or located in
the United States will be unable to participate in the exercise of such
preemptive rights absent registration of the preemptive rights offering under
the Securities Act, which the Company is not obligated to do.
Under the new Mexican Securities Market Law, however, if Grupo Radio
Centro were to increase its capital stock to effect a public offering of newly
issued shares or were to resell any repurchased shares, no preemptive rights
would be available to the holders of outstanding shares as a result of the
issuance or resale.
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.
50
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 Secretaria de Economia (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 Investment 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.
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.
51
Voting Rights
Each Series A Share entitles the holder thereof to one vote at any
meeting of the shareholders of the Company. Holders of CPOs (and holders of ADSs
representing CPOs) are not entitled to exercise voting rights with respect to
the Series A Shares underlying such CPOs. Pursuant to the terms of the Amended
CPO Trust Agreement, the CPO Trustee votes the Series A Shares held in the CPO
Trust in the same manner as holders of a majority of the Series A Shares not
held in the CPO Trust and voted at the relevant shareholders meeting. The
Controlling Trusts hold a substantial majority of the Series A Shares not held
in the form of CPOs. As a result, the Controlling Trusts and, indirectly,
members of the Aguirre family have the power to elect a majority of the
directors of, and control, the Company. Additionally, holders of CPOs or ADSs
are not entitled to attend or to address the Company's shareholders meetings.
Rights of Appraisal
Whenever the shareholders approve a change of corporate purpose, change
of nationality or restructuring from one type of corporate form to another, any
shareholder who has voted against such change or restructuring has the right to
withdraw from the Company and receive the amount calculated as specified in
Mexican law attributable to its shares, provided such shareholder exercises its
right to withdraw during the 15-day period following the meeting at which such
change was approved. Because the CPO Trustee is required to vote the Shares held
in the CPO Trust in the same manner as the holders of a majority of the Series A
Shares that are not held in the CPO Trust and that are voted at the shareholders
meeting, under no circumstances will the Series A Shares underlying the CPOs be
voted against any such change and therefore appraisal rights will not be
available to holders of CPOs or ADSs.
Termination of the CPO Trust
The Amended CPO Trust Agreement and the CPOs issued under the public
deed evidencing the issuance of CPOs pursuant to the Amended CPO Trust Agreement
(which deed is registered with the Public Registry of Commerce of Mexico City)
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.
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 Foreign Investment Commission,
the Mexican Stock Exchange, the Asociacion Mexicana de Intermediarios Bursatiles
(the Mexican Association of Securities Brokerage Firms) and the common
representative of the CPO holders (HSBC, S.A., Institucion de Banca Multiple,
Grupo Financiero HSBC). Actions taken by the CPO Technical Committee are
required to be approved by a majority of the members present at any meeting of
such committee at which at least the majority of the members are present.
52
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.
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.
53
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 who 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 Mexican law, the Company's bylaws include a
provision whereby the shareholders holding the majority of the voting shares or
having the power to control decisions in the general shareholders meeting or
appoint the majority of the Board of Directors (the "Controlling Shareholders")
will be required to make a public offer to purchase all outstanding shares in
case the Company requests cancellation of the registration of its securities
with the Registro Nacional de Valores (National Registry of Securities and or
"RNV") or such registry is cancelled by the CNBV. If the Controlling
Shareholders make such a purchase offer but do not acquire 100% of the shares of
the Company's capital stock, then, prior to cancellation of the registration of
its securities from the RNV, 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 the
Mexican Stock Exchange.
54
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 the (i)
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)
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.
55
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
On September 7, 2004, the Company entered into an agreement to extend
the term of the Operating Agreement, dated as of December 14, 1998, between the
Company and Comercializadora Siete, S.A. de C.V., under which the Company
operates the radio station XHFO-FM. The agreement is scheduled to terminate on
January 2, 2009. See Note 8 to the Consolidated Financial Statements.
For a description of the Company's bank credit facilities, see Item 5,
"Operating and Financial Review and Prospects--Liquidity and Capital
Resources--Indebtedness."
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.
56
The summary is based upon tax laws of the United States and Mexico as
in effect on the date of this Annual Report, which are subject to change.
Holders of CPOs or ADSs should consult their own tax advisers as to the U.S.,
Mexican or other tax consequences of the purchase, ownership and disposition of
CPOs or ADSs, including, in particular, the effect of any foreign, state or
local tax law.
In general, for U.S. federal tax purposes, and for purposes of the
Convention for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with Respect to Taxes on Income and the Protocols thereto (the "Tax
Treaty") between the United States and Mexico, entered into force on January 1,
1994, holders of CPOs or ADSs will be treated as the beneficial owners of the
Series A Shares represented by those CPOs or ADSs.
TAXATION OF DIVIDENDS
Mexican Tax Considerations
During 2006, there will be no Mexican income or withholding tax levied
on holders of the CPOs or ADSs who are non-residents of Mexico for tax purposes
(as described below) on dividends paid, either in cash or in any other form, by
the Company.
For purposes of Mexican taxation, an individual is considered to be a
resident of Mexico if he or she has established a home in Mexico. However, if
such individual has a home in a foreign country as well, he or she will be
considered a resident of Mexico if his or her center of vital interests is
located in Mexico. A Mexican citizen is presumed to be a resident of Mexico for
tax purposes unless such person can demonstrate otherwise. A legal entity is
considered to be a resident of Mexico if it has been incorporated under the laws
of Mexico or if its principal administrative office is located in Mexico.
U.S. Tax Considerations
The gross amount of any dividends paid with respect to the Series A
Shares represented by CPOs or ADSs, to the extent paid out of the Company's
current or accumulated earnings and profits, as determined for U.S. tax
purposes, generally will be includible in the gross income of a U.S. holder as
ordinary income on the day on which the dividends are received by the CPO
Trustee and will not be eligible for the dividends received deduction allowed to
corporations under the Internal Revenue Code of 1986, as amended. Dividends,
which will be paid in pesos, will be includible in the income of a U.S. holder
in a U.S. dollar amount calculated in general by reference to the exchange rate
in effect on the day they are received by the CPO Trustee. U.S. holders should
consult their own tax advisors regarding the treatment of foreign currency gain
or loss, if any, on any pesos received that are converted into U.S. dollars on a
date subsequent to the date of receipt by the CPO Trustee.
Subject to certain exceptions for short-term and hedged positions, the
U.S. dollar amount of dividends received by an individual prior to January 1,
2011 with respect to the ADSs will be subject to taxation at a maximum rate of
15% if the dividends are "qualified dividends." Dividends paid on the ADSs will
be treated as qualified dividends if (i) the ADSs are readily tradable on an
established securities market in the United States and (ii) the Company was not,
in the year prior to the year in which the dividend was paid, and is not, in the
year in which the dividend is paid, a passive foreign investment company
("PFIC"). The ADSs are listed on the New York Stock Exchange, and will qualify
as readily tradable on an established securities market in the United States so
long as they are so listed. Based on the Company's audited financial statements
and relevant market and shareholder data, the Company believes that it was not
treated as a PFIC for U.S. federal income tax purposes with respect to its 2005
taxable year. In addition, based on the Company's audited financial statements
and its current expectations regarding the value and nature of its assets, the
sources and nature of its income, and relevant market and shareholder data, the
Company does not anticipate becoming a PFIC for its 2006 taxable year.
57
The U.S. Treasury has announced its intention to promulgate rules pursuant to
which holders of ADSs or common stock and intermediaries though whom such
securities are held will be permitted to rely on certifications from issuers to
establish that dividends are treated as qualified dividends. Because such
procedures have not yet been issued, it is not clear whether the Company will be
able to comply with them. Holders of ADSs or CPOs should consult their own tax
advisers regarding the availability of the reduced dividend tax rate in the
light of their own particular circumstances.
A holder of CPOs or ADSs that is, with respect to the United States, a
foreign corporation or nonresident alien individual (a "non-U.S. holder")
generally will not be subject to U.S. federal income or withholding tax on
dividends received on CPOs or ADSs, unless such income is effectively connected
with the conduct by the non-U.S. holder of a trade or business in the United
States.
TAXATION OF CAPITAL GAINS
Mexican Tax Considerations
Gains on the sale or other disposition of ADSs by holders who are
non-residents of Mexico for tax purposes, will generally not be subject to
Mexican income or withholding tax. Deposits of CPOs in exchange for ADSs and
withdrawals of CPOs in exchange for ADSs will not give rise to any Mexican tax
or transfer duties.
Income generated on the sale of CPOs during 2006 by individuals or
legal entities who are non-residents of Mexico for tax purposes through the
Mexican Stock Exchange or any other stock exchange or securities market in
Mexico that is recognized by the Mexican Ministry of Finance, are generally
exempt from Mexican taxes. However, sales effected through a public offering
must comply with certain restrictions set forth in the Mexican Income Tax Law in
order to benefit from this exemption.
Notwithstanding the Mexican taxes on capital gains that could apply in
certain cases (as described above), capital gains realized on the disposition of
CPOs by a U.S. holder who is eligible for tax benefits under the Tax Treaty
generally will not be subject to Mexican tax, unless such gains are attributable
to a permanent establishment of such U.S. holder in Mexico or if the U.S. holder
owned, directly or indirectly, 25% or more of the issuer's capital stock within
the 12-month period preceding such sale or other disposition.
Exemption under the Tax Treaty requires that the U.S. holder appoints a
legal representative in Mexico for income tax purposes prior to the sale and
provides such a representative with a U.S. tax residence certificate issued by
the U.S. Internal Revenue Service. Additionally, the U.S. holder must file a
notice with the Mexican tax authorities within 30 days after the appointment has
been made.
Income 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. Proceeds obtained
from these sales or dispositions would be subject to a 25% tax. Under certain
circumstances, nonresident corporations and individuals, alternatively, may
elect to pay a 20% tax on the profits obtained from these transactions.
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.
58
Consequently, if a Mexican withholding tax is imposed on the sale or disposition
of CPOs or ADSs, a U.S. holder that does not receive significant foreign source
income from other sources may not be able to derive effective U.S. foreign tax
credit benefits in respect of these Mexican taxes. U.S. holders should consult
their own tax advisors regarding the application of the foreign tax credit rules
to their investment in, and disposition of, CPOs or ADSs.
Gain or loss realized by a U.S. holder on such sale, redemption or
other disposition generally will be long-term capital gain or loss if, at the
time of disposition, the CPOs or ADSs have been held for more than one year. The
net amount of long-term capital gain recognized by an individual holder is taxed
at a reduced rate.
Deposits and withdrawals of CPOs by U.S. holders in exchange for ADSs
will not result in the realization of gain or loss for U.S. federal income tax
purposes. Such an exchanging U.S. holder will have a tax basis in the securities
received equal to the basis such holder had in the exchanged securities. A U.S.
holder's holding period for securities received in such an exchange will include
the holding period such U.S. holder had in the securities prior to such
exchange.
A non-U.S. holder of CPOs or ADSs will not be subject to U.S. federal
income or withholding tax on gain realized on the sale of CPOs or ADSs, unless
(i) such gain is effectively connected with the conduct by the non-U.S. holder
of a trade or business in the United States or (ii) in the case of gain realized
by an individual non-U.S. holder, the non-U.S. holder is present in the United
States for 183 days or more in the taxable year of the sale and certain other
conditions are met.
OTHER MEXICAN TAXES
There are no inheritance, gift, succession or value added taxes
applicable to the ownership, transfer, exchange or disposition of CPOs or ADSs
by holders that are non-residents of Mexico for tax purposes. There are no
Mexican stamp, issue, registration or similar taxes or duties payable by holders
of CPOs or ADSs.
Unless it can be proved that the services were not utilized in Mexico,
commissions paid in brokerage transactions for the sale of CPOs on the Mexican
Stock Exchange are subject to a value added tax rate of 15%.
U.S. BACKUP WITHHOLDING TAX AND INFORMATION REPORTING REQUIREMENTS
In general, information reporting requirements will apply to payments
by a paying agent within the United States to a non-corporate (or other
non-exempt) U.S. holder of dividends in respect of the CPOs or ADSs or the
proceeds received on the sale or other disposition of the CPOs or ADSs, and a
backup withholding tax may apply to such amounts if the U.S. holder fails to
provide an accurate taxpayer identification number to the paying agent. Amounts
withheld as backup withholding tax will be creditable against the U.S. holder's
U.S. federal income tax liability, provided that the required information is
furnished to the U.S. Internal Revenue Service.
DOCUMENTS ON DISPLAY
Grupo Radio Centro is subject to the information requirements of the
Exchange Act. 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 100 F Street,
N.E, Room 1580, Washington, D.C. 20549.
59
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
http://www.grc.com.mx. (This URL is intended to be an inactive textual reference
only. It is not intended to be an active hyperlink to our web site. The
information on our web site, which might be accessible through a hyperlink
resulting from this URL, is not and shall not be deemed to be, incorporated into
this Annual Report.)
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in currency exchange
rates.
FOREIGN CURRENCY EXCHANGE RISK
The Company's principal foreign currency exchange risk involves changes
in the value of the peso relative to the U.S. dollar. Provided below is a
summary of the Company's net foreign currency exposure. For the year ended
December 31, 2005, the U.S. dollar-denominated assets represented bank deposits.
The Company entered into these instruments for purposes other than trading
purposes. The U.S. dollar-denominated contingent liabilities in 2005 represented
a potential obligation in connection with the arbitration proceeding with
Infored described under Item 8, "Financial Information--Other Financial
Information--Legal and Arbitration Proceedings." See Notes 4 and 10 to the
Consolidated Financial Statements.
AT DECEMBER 31, 2005
(in thousands)
--------------------
U.S. dollar-denominated assets...................... U.S.$ 40
U.S. dollar-denominated contingent liabilities...... (22,843)
--------------------
Net liability position including
contingent liabilities........................... U.S.$ (22,803)
Decreases in the value of the peso relative to the U.S. dollar will
increase the cost in pesos of the Company's foreign currency-denominated costs
and expenses and of any obligation of the Company with respect to any foreign
currency-denominated liabilities. A depreciation of the peso relative to the
U.S. dollar also will result in foreign exchange losses, as the peso value of
the Company's foreign currency-denominated contingent liability would increase.
The Company generally does not hedge or enter into derivative transactions with
respect to its foreign currency exposure.
Although the Company had no foreign-currency denominated indebtedness
at December 31, 2005, the Company's total foreign currency-denominated
contingent liabilities at such date amounted to U.S.$23.2 million in connection
with the Infored arbitration proceeding. See Item 8, "Financial
Information--Other Financial Information--Legal and Arbitration Proceedings" and
Note 10 to the Consolidated Financial Statements. Additionally, a small portion
of the Company's operating expenses are payable in U.S. dollars.
A hypothetical and unfavorable 10% change in the currency exchange rate
would result in total additional operating expenses of approximately Ps. 3.4
million in 2005. A hypothetical and unfavorable 10% change in the currency
exchange rate on December 31, 2005 would have resulted in an estimated foreign
exchange loss of approximately Ps. 24.2 million for 2005, reflecting the
increased value in pesos of the Company's net foreign currency-denominated
liability position including contingent liabilities.
60
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
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
DISCLOSURE CONTROLS AND PROCEDURES
We have evaluated, with the participation of our chief executive
officer and chief financial officer, the effectiveness of our disclosure
controls and procedures as of December 31, 2005. There are inherent limitations
to the effectiveness of any system of disclosure controls and procedures,
including the possibility of human error and the circumvention or overriding of
the controls and procedures. Accordingly, even effective disclosure controls and
procedures can only provide reasonable assurance of achieving their control
objectives. Based upon our evaluation, our chief executive officer and chief
financial officer concluded that the disclosure controls and procedures, as of
December 31, 2005, were effective to provide reasonable assurance that (i)
information required to be disclosed in the reports we file and submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and (ii) information required to
be disclosed in the reports that we file or submit under the Exchange Act is
accumulated and communicated to management, including our chief executive and
chief financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure. There has
been no change in our internal control over financial reporting during 2005 that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted an
evaluation of the effectiveness of our internal control over financial reporting
based on the framework in Internal Control--Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
61
Our internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. Our internal control over
financial reporting includes those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
Company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Based on our evaluation under the framework in Internal
Control--Integrated Framework, our management concluded that our internal
control over financial reporting was effective as of December 31, 2005.
Our management's assessment of the effectiveness of our internal
control over financial reporting as of December 31, 2005 has been audited by BDO
Hernandez Marron y Cia., S.C., an independent registered public accounting firm,
as stated in their report which appears under Item 18 of our Annual Report on
Form 20-F.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Luis de la Fuente Baca
qualifies as an "audit committee financial expert" and as independent, as
independence is defined under the Mexican Securities Market Law and the rules of
the New York Stock Exchange that are applicable to foreign private issuers. Mr.
de la Fuente Baca acquired his expertise by serving as the chief executive or
chief financial officer of various Mexican corporations over the last 30 years.
See Item 6. "Directors, Senior Management and Employees--Directors--Audit
Committee."
ITEM 16B. CODE OF ETHICS
We have adopted a code of ethics, as defined in Item 16B of Form 20-F
under the Exchange Act. Our code of ethics applies to our chief executive
officer, chief financial officer and principal accounting officer or persons
performing similar functions. Our code of ethics is available on our website at
http://www.grc.com.mx. If we amend the provisions of our code of ethics that
apply to our chief executive officer, chief financial officer, principal
accounting officer or persons performing similar functions, or if we grant any
waiver of such provisions, we will disclose such amendment or waiver on our
website at the same address.
62
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
AUDIT FEES
The following table sets forth the fees billed to us by our independent
registered public accounting firm, BDO Hernandez, Marron y Cia., SC ("BDO"), for
the fiscal years ended December 31, 2004 and 2005:
YEAR ENDED DECEMBER 31,
---------------------------
2004 2005
--------- ---------
(in thousands)
Audit fees................ Ps. 1,834 Ps. 2,029
Audit-related fees........ 0 320
Tax fees.................. 0 0
All other fees............ 0 0
--------- ---------
Total fees......... Ps. 1,834 Ps. 2,349
Audit fees in the above table are the aggregate fees billed by BDO
in connection with the audit of our annual financial statements and the review
of our interim financial statements and statutory and regulatory audits.
Audit-related fees in the above table are the aggregate fees incurred in
connection with the evaluation and review by BDO of our internal control over
financial reporting.
AUDIT COMMITTEE APPROVAL POLICIES AND PROCEDURES
Our audit committee has not established pre-approval policies and
procedures for the engagement of our independent auditors for services. Our
audit committee expressly approves on a case-by-case basis any engagement of our
independent auditors for audit and non-audit services provided to our
subsidiaries or to us.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
63
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
(d)
(c) Maximum # (or Approx.
Total # of Shares U.S. Dollar Value) of
(a) (b) Purchased as Part of Shares that May Yet Be
Total # of Shares Average Price Publicly Announced Purchased Under the
Period Purchased (a) Paid per Share Plans or Programs Plans or Programs
--------------------------------- ------------------- ----------------- ----------------------- ------------------------
Month # 1 -- -- -- --
(Jan. 1, 2005-Jan. 31, 2005)
Month # 2 -- -- -- --
(Feb. 1, 2005-Feb. 28, 2005)
Month # 3 -- -- -- --
(Mar. 1, 2005-Mar. 31, 2005)
Month # 4 -- -- -- --
(Apr. 1, 2005-Apr. 30, 2005)
Month # 5 91,900 Ps. 9.19 -- --
(May 1, 2005-May 31, 2005) Series A Shares
Month # 6 -- -- -- --
(Jun. 1, 2005-Jun. 30, 2005)
Month # 7 -- -- -- --
(Jul. 1, 2005-Jul. 31, 2005)
Month # 8 23,400 Ps. 8.81 -- --
(Aug. 1, 2005-Aug. 31, 2005) Series A Shares
Month # 9 18,000 Ps. 9.16 -- --
(Sept. 1, 2005-Sept. 30, 2005) Series A Shares
Month # 10 -- -- -- --
(Oct. 1, 2005-Oct. 31, 2005)
Month # 11 -- -- -- --
(Nov. 1, 2005-Nov. 30, 2005)
Month # 12 -- -- -- --
(Dec. 1, 2005-Dec. 31, 2005)
------------------- ----------------- ----------------------- ------------------------
Total 133,300 Ps. 9.12 -- --
Series A Shares
=================== ================= ======================= ========================
(a) All of the Series A Shares purchased by the Company during 2005 were
purchased in open-market transactions on the Mexican Stock Exchange. None
of these purchases were made pursuant to a publicly announced share
repurchase plan or program.
PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
See pages F-1 through F-45, incorporated by reference herein.
64
ITEM 19. EXHIBITS
Documents filed as exhibits to this annual report:
(a) LIST OF FINANCIAL STATEMENTS
Consolidated Financial Statements of Grupo Radio Centro, S.A. de C.V. for the
Years Ended December 31, 2005, 2004 and 2003
Report of independent auditors......................................................................... F-1
Consolidated balance sheets as of December 31, 2005 and 2004........................................... F-5
Consolidated statements of operations for the years ended December 31, 2005, 2004 and 2003............. F-6
Consolidated statements of changes in shareholders' equity for the years ended
December 31, 2005, 2004 and 2003.................................................................... F-7
Consolidated statements of changes in financial position for the years ended
December 31, 2005, 2004 and 2003.................................................................... F-8
Notes to the consolidated financial statements as of and for the years ended December 31, 2005, 2004
and 2003............................................................................................. F-9
All other supplemental schedules relating to the Company are omitted
because they are not required or because the required information, where
material, is contained in the Consolidated Financial Statements or Notes
thereto.
(b) LIST OF EXHIBITS
Charter (Escritura Constitutiva), together with an English translation(a).................................. 1.1
Amended and Restated Bylaws of Grupo Radio Centro, S.A. de C.V., dated April 22, 2005, filed as an English
translation (j)........................................................................................ 1.2
Deposit Agreement, dated June 30, 1993, among Grupo Radio Centro, S.A. de C.V., Citibank N.A. and holders
from time to time of American Depositary Receipts issued thereunder, including the form of American
Depositary Receipt(d).................................................................................. 2.1
Amended and Restated Controlling Trust Agreement, No. F/23020-1, dated April 24, 1992, with amendments
dated September 2, 1992, May 18, 1993 and September 14, 1993, between certain members of the Aguirre
family and Bancomer, S.A., as trustee, together with an English translation (b)........................ 3.1
Amended and Restated CPO Trust Agreement, dated as of June 27, 2003, between GE Capital Bank S.A.,
Institucion de Banca Multiple, GE Capital Grupo Financiero, as CPO Trustee, and Grupo Radio Centro,
S.A. de C.V., filed as an English translation(h)....................................................... 3.2
Trust Agreement, dated June 3, 1998, among certain principal shareholders of Grupo Radio Centro, S.A. de
C.V., together with an English translation(c).......................................................... 3.3
Amended and Restated Public Deed, dated as of June 27, 2003 (the "Amended and Restated CPO Deed"), filed as
an English translation(h).............................................................................. 4.1
65
Modifying Agreement, dated December 14, 1998, between Grupo Radio Centro, S.A. de C.V. and Comercializadora
Siete, S.A. de C.V., modifying Service Agreement, dated October 2, 1995 with respect to XHFO-FM,
together with an English translation (e)............................................................... 4.2
Modifying Agreement, dated June 29, 2001, between Grupo Radio Centro, S.A. de C.V. and Comercializadora
Siete, S.A. de C.V., modifying Service Agreement, dated October 2, 1995, with respect to XHFO-FM,
together with an English translation(g)................................................................ 4.3
Modifying Agreement, dated September 7, 2004, between Grupo Radio Centro, S.A. de C.V. and Comercializadora
Siete, S.A. de C.V., modifying Service Agreement, dated October 2, 1995 with respect to XHFO-FM, filed
as an English translation(j)........................................................................... 4.4
Programming Services Agreement, dated December 23, 1998, among Grupo Radio Centro, S.A. de C.V., Infored
and Jose Gutierrez Vivo, together with an English translation(e)....................................... 4.5
Loan Agreement, dated October 30, 2000, between Grupo Radio Centro, S.A. de C.V. and Banco Inverlat, S.A.,
(the "Loan Agreement"), together with an English translation(f)........................................ 4.6
Letter Agreement, dated April 17, 2001, between Grupo Radio Centro, S.A. de C.V. and Scotiabank Inverlat,
S.A. (formerly Banco Inverlat, S.A.), amending Loan Agreement, together with an English translation(f). 4.7
Waiver and Amendment Letter, dated June 19, 2002, executed by Scotiabank Inverlat and Grupo Radio Centro,
S.A. de C.V. in connection with the Loan Agreement(g).................................................. 4.8
Amendment, dated December 10, 2002, to the Loan Agreement, filed as an English translation(h).............. 4.9
Amendment, dated December 3, 2003, to the Loan Agreement, filed as an English translation(i)............... 4.10
Amendment, dated as of June 29, 2004, to the Loan Agreement, filed as an English translation(i)............ 4.11
Waiver Letter, dated March 31, 2005, executed by Scotiabank Inverlat, S.A. in connection with the Loan
Agreement, filed as an English translation(j).......................................................... 4.12
Amendment, dated as of May 6, 2005, to the Loan Agreement, filed as an English translation(j).............. 4.13
Simple Credit Agreement, dated May 16, 2006, among Grupo Radio Centro, S.A. de C.V, as borrower; Radio
Centro Publicidad, S.A. de C.V., GRC Publicidad, S.A. de C.V. and GRC Medios, S.A. de C.V., as several
obligors; Desarrollos Empresariales, S.A. de C.V., Radiodifusion Red, S.A. de C.V., Inmobilaria Radio
Centro, S.A. de C.V. and Universal de Muebles e Inmuebles, S.A. de C.V., as guarantors; and GE Capital
CEF Mexico, S. de R.L. de C.V. and Banco Inbursa, S.A., Institucion de Banca Multiple, Grupo Financiero
Inbursa, as creditors, filed as an English translation................................................. 4.14
List of Subsidiaries of the Company........................................................................ 8.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.................................... 12.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.................................... 12.2
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.................................... 13.1
---------------
(a) Incorporated by reference to the Company's Registration Statement on Form
F-1 (Reg. No. 333-63878) filed on June 4, 1993.
(b) Incorporated by reference to the Company's Annual Report on Form 20-F
(Commission File No. 001-12090) filed on December 31, 1993.
(c) Incorporated by reference to the Company's Annual Report on Form 20-F
(Commission File No. 001-12090) filed on June 30, 1998.
(d) Incorporated by reference to the Company's Registration Statement on
Form F-6 (Reg. No. 333-8224) filed on January 16, 1998.
(e) Incorporated by reference to the Company's Annual Report on Form 20-F
(Commission File No. 001-12090) filed on June 30, 1999.
(f) Incorporated by reference to the Company's Annual Report on Form 20-F
(Commission File No. 001-12090) filed on May 9, 2001.
(g) Incorporated by reference to the Company's Annual Report on Form 20-F
(Commission File No. 001-12090) filed on June 24, 2002.
(h) Incorporated by reference to the Company's Annual Report on Form 20-F
(Commission File No. 001-12090) filed on June 30, 2003.
(i) Incorporated by reference to the Company's Annual Report on Form 20-F
(Commission File No. 001-12090) filed on July 1, 2004, as
amended by amendment filed on July 2, 2004.
(j) Incorporated by reference to the Company's Annual Report on Form 20-F
(Commission File No. 001-12090) filed on June 29, 2005.
66
SIGNATURE
Pursuant to the requirements of Section 12 of the Exchange Act, the
registrant certifies that it meets all the requirements for filing on Form 20-F
and has duly caused and authorized the undersigned to sign this annual report on
its behalf.
Date: June 30, 2006
GRUPO RADIO CENTRO, S.A. de C.V.
By: /s/ Pedro Beltran Nasr
----------------------------
Pedro Beltran Nasr
Chief Financial Officer
67
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
TOGETHER WITH
AUDITORS' REPORT
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
---------------
Report of independent auditors F-1 through F-4
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2005 and 2004 F-5
Consolidated Statements of Operations
for the years ended December 31, 2005, 2004 and 2003 F-6
Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 31, 2005, 2004, and 2003 F-7
Consolidated Statements of Changes in Financial Position
for the years ended December 31, 2005, 2004, and 2003 F-8
Notes to the Consolidated Financial Statements F-9 to F-45
REPORT OF INDEPENDENT REGISTERED PUBLIC ACOUNTING FIRM
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 described in Note 1 to the
consolidated financial statements) as of December 31, 2005 and 2004, and the
related consolidated statements of operations, changes in shareholders' equity
and changes in financial position for each of the years ended December 31, 2005,
2004 and 2003. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in Mexico and the standards of the Public Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. 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.
As discussed in Note 3d to the consolidated financial statements, effective
January 1, 2005, the Company adopted the new accounting method prescribed by
Bulletin B-7, "Business Acquisitions". Under this new Bulletin, amortization of
goodwill is no longer permitted under Mexican GAAP. This Bulletin also requires
that any unamortized balances in goodwill be subject to impairment
testing, in accordance with the guidelines of Bulletin C-15, "Impairment in the
Value of Long-Lived Assets and their Disposal".
F-1
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, 2005 and 2004, and the
consolidated results of their operations, the changes in their shareholders'
equity and the changes in their financial position for each of the years ended
December 31, 2005, 2004 and 2003, in conformity with accounting principles
generally accepted in Mexico.
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 ended December 31, 2005, 2004 and 2003 and the
shareholders' equity and changes in financial position as of December 31, 2005,
2004 and 2003, to the extent summarized in Note 25 to the accompanying
consolidated financial statements.
These consolidated financial statements have been translated into English solely
for the convenience of readers of this language.
HERNANDEZ, MARRON Y CIA., S.C.
/s/ Bernardo Soto Penafiel
----------------------------------
Bernardo Soto Penafiel, CPA
Partner
Mexico City
March 1, 2006, except for Note 26 which is dated as of June 16, 2006
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
Grupo Radio Centro, S.A. de C.V. and subsidiaries
We have audited management's assessment, included in the accompanying
Management's Report on Internal Control over Financial Reporting, that Grupo
Radio Centro, S.A. de C.V. and its subsidiaries maintained effective internal
control over financial reporting as of December 31, 2005, based on criteria
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Grupo Radio Centro,
S.A. de C.V.'s management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is to express an
opinion on management's assessment and an opinion on the effectiveness of the
Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
F-3
In our opinion, management's assessment that Grupo Radio Centro, S.A. de C.V.
and its subsidiaries maintained effective internal control over financial
reporting as of December 31, 2005, is stated fairly, in all material respects,
based on COSO criteria. Also in our opinion, Grupo Radio Centro, S.A. de C.V.
and its subsidiaries maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2005, based on the COSO
criteria.
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated financial
statements of Grupo Radio Centro, S.A. de C.V. and its subsidiaries as of
December 31, 2005 and 2004, and the related consolidated statements of
operations, changes in stockholders' equity and changes in financial position
for each of the three years ended December 31, 2005, 2004 and 2003, and our
report dated March 1, 2006, except for Note 26 which is dated as of June 16,
2006, expressed an unqualified opinion on these consolidated financial
statements.
Hernandez Marron y Cia, S.C.
/s/ Bernardo Soto Penafiel
--------------------------------
June 16, 2006
Mexico City
F-4
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2005 AND 2004
(Unless otherwise specified, all amounts bearing the symbol "Ps" are expressed
in thousands of constant Mexican pesos with purchasing power as of December 31,
2005. Amounts bearing the symbol "US$" are expressed in thousands of American
dollars).
2005 2005 2004
---------------- ---------------- ----------------
(Note 2)
ASSETS
------
CURRENT:
Cash and temporary investments (Note 5) US$ 8,200 Ps 87,147 Ps 22,434
Accounts receivable:
Broadcasting, net of allowance for doubtful
accounts of Ps 12,378 for 2005 and Ps 7,658
for 2004 20,466 217,514 176,239
Other receivables (Note 7) 494 5,256 4,884
Income taxes recoverable 1,048 11,132 16,056
---------------- ---------------- ----------------
22,008 233,902 197,179
---------------- ---------------- ----------------
Guarantee deposits (Note 8) - - 595
Others prepaid expenses 978 10,390 12,812
---------------- ---------------- ----------------
Total current assets 31,186 331,439 233,020
---------------- ---------------- ----------------
Accounts receivable for Broadcasting Long-Term - - 25,158
Property and equipment, net (Notes 11) 44,730 475,396 505,245
Deferred charges, net (Note 12) 497 5,284 7,754
Excess cost over net book value of net assets
of subsidiaries, net (Note 13) 72,224 767,597 759,848
Other assets 303 3,220 3,327
---------------- ---------------- ----------------
Total Assets US$ 148,940 Ps 1,582,936 Ps 1,534,352
================ ================ ================
2005 2005 2004
---------------- ---------------- ----------------
(Note 2)
LIABILITIES
-----------
CURRENT:
Notes payable (Note 14) US$ 5,327 Ps 56,618 Ps 58,505
Advances from customers
(Note 15) 7,841 83,337 54,756
Suppliers and other accounts
payable (Note 16) 3,112 33,073 33,517
Taxes payable (Note 17) 2,461 26,151 19,849
Contingent liability (Note 10) 23,165 246,198 251,228
---------------- ---------------- ----------------
Total current liabilities 41,906 445,377 417,855
LONG-TERM:
Notes payable (Note 14) 5,327 56,618 117,011
Reserve for labor liabilities
(Note 18) 3,616 38,441 26,139
Deferred taxes (Note 20) 3,828 40,673 37,886
---------------- ---------------- ----------------
Total liabilities 54,677 581,109 598,891
---------------- ---------------- ----------------
SHAREHOLDERS' EQUITY (Note 19):
-------------------------------
Capital stock 109,647 1,165,327 1,164,414
Cumulative deficit (10,512) (111,715) (176,628)
Reserve for repurchase of shares 3,921 41,675 41,149
Surplus on restatement of capital 443 4,709 4,709
Cumulative effect on prior years
of initial recognition of deferred
income taxes (Note 20) (9,266) (98,476) (98,476)
Effects of labor liabilities (24) (253) (253)
---------------- ---------------- ----------------
Majority shareholders' equity 94,209 1,001,267 934,915
Minority interest 54 560 546
---------------- ---------------- ----------------
Total shareholders' equity 94,263 1,001,827 935,461
---------------- ---------------- ----------------
US$ 148,940 Ps 1,582,936 Ps 1,534,352
================ ================ ================
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(Unless otherwise specified, all amounts bearing the symbol "Ps" are expressed
in thousands of constant Mexican pesos with purchasing power as of December 31,
2005. Amounts bearing the symbol "US$" are expressed in thousands of American
dollars).
2005 2005 2004 2003
------------ ------------ ------------ ------------
(Note 2)
BROADCASTING REVENUE US$ 55,619 Ps 591,124 Ps 569,992 Ps 896,832
Broadcasting expenses, excluding
depreciation and amortization 36,236 385,120 399,410 536,516
------------ ------------ ------------ ------------
Broadcasting income 19,383 206,004 170,582 360,316
Depreciation and amortization 3,482 37,009 101,135 123,266
Corporate, general and administrative expenses (Note 21) 1,973 20,968 22,120 65,417
------------ ------------ ------------ ------------
Operating income 13,928 148,027 47,327 171,633
------------ ------------ ------------ ------------
COMPREHENSIVE COST OF FINANCING
Interest expense 2,889 30,704 32,733 29,454
Interest income (68) (725) (577) (1,057)
(Gain) loss on foreign currency exchange, net (Note 4) (989) (10,514) 2,617 7,024
(Gain) loss on net monetary position (631) (6,702) (15,992) 337
------------ ------------ ------------ ------------
1,201 12,763 18,781 35,758
------------ ------------ ------------ ------------
Other expenses, net (Note 22) 4,575 48,618 47,721 71,720
------------ ------------ ------------ ------------
Income (loss) before extraordinary item and provisions 8,152 86,646 (19,175) 64,155
Extraordinary item (Note 10) - - - 370,335
------------ ------------ ------------ ------------
Income (loss) before provisions 8,152 86,646 (19,175) (306,180)
Benefit (provision) for income taxes and
employee profit sharing (Note 20) 2,044 21,719 20,385 (39,008)
------------ ------------ ------------ ------------
Net income (loss) US$ 6,108 Ps 64,927 Ps (39,560) Ps (267,172)
============ ============ ============ ============
NET INCOME (LOSS) APPLICABLE TO:
Majority interest US$ 6,107 Ps 64,913 Ps (39,555) Ps (267,177)
Minority interest 1 14 (5) 5
------------ ------------ ------------ ------------
US$ 6,108 Ps 64,927 Ps (39,560) Ps (267,172)
============ ============ ============ ============
NET INCOME (LOSS) PER SHARE US$ 0.038 Ps 0.399 Ps (0.243) Ps (1.1589)
============ ============ ============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(Unless otherwise specified, all amounts bearing the symbol "Ps" are expressed
in thousands of constant Mexican pesos with purchasing power as of December 31,
2005. Amounts bearing the symbol "US$" are expressed in thousands of American
dollars.)
CUMULATIVE
EFFECT ON
PRIOR YEARS
OF INITIAL
RETAINED RESERVE FOR SURPLUS ON RECOGNITION OF
CAPITAL EARNINGS REPURCHASE OF RESTATEMENT OF DEFERRED
STOCK (DEFICIT) SHARES CAPITAL INCOME TAXES
-------------- -------------- -------------- -------------- --------------
BALANCES AS OF DECEMBER 31,
2002 (NOTE 19) Ps 1,165,379 Ps 191,443 Ps 41,327 Ps 4,709 Ps (98,476)
Repurchase of shares (328) - (75) - -
Effect of additional liability
from labor liabilities - - - - -
Dividends paid - (61,339) - - -
Net income for the year - (267,172) - - -
Minority interest - (5) - - -
-------------- -------------- -------------- -------------- --------------
BALANCES AS OF DECEMBER 31,
2003 (NOTE 19) 1,165,051 (137,073) 41,252 4,709 (98,476)
Repurchase of shares (637) - (103) - -
Net loss for the year - (39,560) - - -
Minority interest - 5 - - -
-------------- -------------- -------------- -------------- --------------
BALANCES AS OF DECEMBER 31,
2004 (NOTE 19) 1,164,414 (176,628) 41,149 4,709 (98,476)
Sale of shares 913 - 526 - -
Net loss for the year - 64,927 - - -
Minority interest - (14) - - -
-------------- -------------- -------------- -------------- --------------
BALANCES AS OF DECEMBER 31,
2005 (NOTE 19) Ps 1,165,327 Ps (111,715) Ps 41,675 Ps 4,709 Ps (98,476)
============== ============== ============== ============== ==============
EFFECTS OF
LABOR MINORITY COMPREHENSIVE
LIABILITIES INTEREST TOTAL INCOME (LOSS)
-------------- -------------- -------------- --------------
BALANCES AS OF DECEMBER 31,
2002 (NOTE 19) Ps - Ps 546 Ps 1,304,928 Ps 1,551
==============
Repurchase of shares - - (403) -
Effect of additional liability
from labor liabilities (253) - (253) (253)
Dividends paid - - (61,339) -
Net income for the year - - (267,172) (267,172)
Minority interest - 5 -
-------------- -------------- -------------- --------------
BALANCES AS OF DECEMBER 31,
2003 (NOTE 19) (253) 551 975,761 (267,425)
==============
Repurchase of shares - - (740) -
Net loss for the year - - (39,560) (39,560)
Minority interest - (5) - -
-------------- -------------- -------------- --------------
BALANCES AS OF DECEMBER 31,
2004 (NOTE 19) (253) 546 935,461 (39,560)
==============
Sale of shares - - 1,439 -
Net loss for the year - - 64,927 64,927
Minority interest - 14 - -
-------------- -------------- -------------- --------------
BALANCES AS OF DECEMBER 31,
2005 (NOTE 19) Ps (253) Ps 560 Ps 1,001,827 Ps 64,927
============== ============== ============== ==============
The accompanying notes are an integral part of these consolidated financial
statements.
F-7
GRUPO RADIO CENTRO, S.A. DE C.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(Unless otherwise specified, all amounts bearing the symbol "Ps" are expressed
in thousands of constant Mexican pesos with purchasing power as of December 31,
2005. Amounts bearing the symbol "US$" are expressed in thousands of American
dollars.)
2005 2005 2004 2003
------------ ------------ ------------ ------------
OPERATING ACTIVITIES:
---------------------
Net (loss) income for the year US$ 6,108 Ps 64,927 Ps (39,560) Ps (267,172)
Increases (decreases) to income not
affecting resources:
Depreciation and amortization 3,482 37,009 32,621 36,839
Amortization of goodwill - - 68,514 86,429
Deferred income taxes 262 2,787 8,139 (61,550)
Labor Liabilities (Note 18) 1,158 12,302 5,451 5,758
Advance payments 228 2,422 - 128,460
Reduction in book value of buildings held for sale
(Note 11) 73 773 (8,114) 1,529
------------ ------------ ------------ ------------
11,311 120,220 67,051 (69,707)
Net change in accounts receivable,
accounts payable and other 1,746 18,546 (42,140) 310,790
------------ ------------ ------------ ------------
Resources provided by operating activities 13,057 138,766 24,911 241,083
------------ ------------ ------------ ------------
FINANCING ACTIVITIES:
---------------------
Repurchase of shares 135 1,439 (740) (403)
Repayments of bank loans (5,860) (62,279) (70,652) (139,641)
Dividends paid - - - (61,339)
------------ ------------ ------------ ------------
Resources used in financing activities (5,725) (60,840) (71,392) (201,383)
------------ ------------ ------------ ------------
INVESTING ACTIVITIES:
---------------------
Goodwill (729) (7,749) - -
Deferred charges 185 1,961 - -
Excluding the recognition of the effects of inflation:
Equipment (699) (7,424) (13,280) (9,484)
Guarantee deposits - - 7,546 -
------------ ------------ ------------ ------------
Resources used in investing activities (1,243) (13,212) (5,734) (9,484)
------------ ------------ ------------ ------------
Increase (decrease) in cash and temporary Investments 6,089 64,714 (52,215) 30,216
Cash and temporary investments at beginning of year 2,111 22,433 74,648 44,432
------------ ------------ ------------ ------------
Cash and temporary investments at end of year US$ 8,200 Ps 87,147 Ps 22,433 Ps 74,648
============ ============ ============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
F-8
(Unless otherwise specified, all amounts bearing the symbol "Ps" are expressed
in thousands of constant Mexican pesos with purchasing power as of December 31,
2005. Amounts bearing the symbol "US$" are expressed in thousands of U.S.
dollars).
NOTE 1 LINE OF BUSINESS AND COMPOSITION OF THE COMPANIES
----------------------------------------------------------
Grupo Radio Centro, S.A. de C.V. ("Grupo Radio Centro" or "the Company") was
incorporated on June 8, 1971. Grupo Radio Centro is a Mexican commercial
broadcasting company whose principal line of business is the production and
radio broadcasting of musical programs, news, interviews and special events. Its
revenues are derived primarily from the sale of commercial airtime to
advertising agencies and businesses. The Company also operates a radio network
in Mexico.
Grupo Radio Centro owns approximately 99.9% of most of its subsidiaries, which
comprise the following companies:
COMPANIES NOTES 2005 2004 2003
---------------------------------------------------------- ----- ---- ---- ----
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
Radio Red, S.A. de C.V. (Red-AM and XESTN-AM) 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. X X X
MARKETING COMPANIES:
Radio Centro Publicidad, S.A. de C.V. X X X
GRC Publicidad, S.A. de C.V. X X X
GRC Medios, S.A. de C.V. X X X
F-9
COMPANIES NOTES 2005 2004 2003
---------------------------------------------------------- ----- ---- ---- ----
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
To2 Mexico, S.A. de C.V. X X X
GRC Radiodifusion, S.A. (formerly Aerocer, S.A.) (b) X
REAL ESTATE COMPANIES:
Universal de Muebles e Inmuebles, S.A. de C.V. X X X
Inmobiliaria Radio Centro, S.A. de C.V. 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. X X X
NON-OPERATING COMPANIES:
Musica, Musica, Musica, S.A. de C.V. X X X
Promotora de Exitos, S.A. de C.V. X X X
Producciones Artisticas Internacionales, S.A. de C.V. X X X
(a) Radio station managed and operated by Comercializadora Siete de Mexico,
S.A. de C.V.
(b) Subsidiary as of November 30, 2005 (see Note 13)
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 expire in December 2007, one in
December 2012, one in October 2015, one in November 2015 and nine in July
2016.
F-10
The Company's marketing companies, which include the parent Grupo Radio
Centro, S.A. de C.V., are responsible for the programming and sale of
commercial airtime for broadcast by the Company's radio stations.
The Company's service companies provide commercial, technical and
administrative personnel to the companies comprising Grupo Radio Centro.
The Company's real estate companies own the land and buildings where the
transmission facilities of the Company's radio stations and its commercial
companies are located, including the building where the head offices and
studios of Grupo Radio Centro and its subsidiaries are located.
The Company's non-operating companies were incorporated for the purpose of
developing new investment projects and are not currently active.
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, 2005 and
2004, and the statements of operations, changes in shareholders' equity and
changes in financial position for the years ended December 31, 2005, 2004 and
2003. All intercompany balances and transactions have been eliminated in
consolidation.
CONVENIENCE TRANSLATIONS:
The US dollar amounts (denoted by the symbol "US$") shown in the 2005 financial
statements have been included solely for the convenience of the reader and were
translated at the rate of Ps 10.628/US$ 1.00, the noon buying rate of Mexican
pesos on December 30, 2005, 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-11
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,
2005, 2004 and 2003, are expressed in constant Mexican pesos with
purchasing power as of December 31, 2005, as determined by applying
factors derived from the National Consumer Price Index ("NCPI")
published by the Banco de Mexico.
2005 2004 2003
------- ------ ------
Restatement factor using Mexican Inflation 1.03332 1.0519 1.0398
- Capital stock, cumulative earnings (deficit), reserve for repurchase
of shares, cumulative effect on prior years of initial recognition of
deferred income taxes and the effect of labor liabilities include
their restatement effects, determined by applying factors derived from
the NCPI from the date of their contribution or generation of earnings
(loss). These restatements reflect the reserves required to maintain
shareholders' equity accounts at constant levels.
- Surplus on restatement of capital represents the accumulated gain from
holding non-monetary assets. This gain represents the difference
between the value of non-monetary assets, recorded at acquisition cost
as compared to the value of the assets as restated using factors
derived from the NCPI.
- Comprehensive cost of financing consists of interest income and
expense, net foreign-exchange gains or losses and the gain or loss on
net monetary position.
- (Gain) loss on net monetary position represents the effects of
inflation, as measured by the NCPI, on the net monetary assets and
liabilities held during the year.
F-12
b. TEMPORARY INVESTMENTS:
Temporary investments are stated at cost, plus interest earned, which
amount may not exceed market value.
c. PROPERTY AND EQUIPMENT:
The Company recognizes the effects of inflation through adjustments in
general price levels by applying factors derived from the NCPI. Related
depreciation is calculated based on estimated useful lives of assets both
for acquisition costs and restatement increases.
During the years ended December 31, 2005, 2004 and 2003, the Company
reviewed the realizable values of those buildings held for sale, and
determined that a reduction was required in their book values for 2005 in
the amount of Ps 773. An increase was required for 2004 in the amount of Ps
8,114, and for 2003 a reduction was required in the amount of Ps 1,529.
These amounts have been recognized in other expenses, net in the
accompanying statements of operations (see Notes 11 and 22).
d. EXCESS COST OVER NET BOOK VALUE OF NET ASSETS OF SUBSIDIARIES:
As of January 1, 2005, in compliance with the guidelines of Bulletin B-7,
"Business Acquisitions", goodwill recorded in connection with the
acquisition of an entity is no longer amortized; rather it is subject to
impairment testing in accordance with the guidelines of Bulletin C-15,
"Impairment in the Value of Long-Lived Assets and their Disposal". No
impairment adjustment was necessary for the year ended December 31, 2005.
e. INCOME TAX ("IT"), BUSINESS ASSETS TAX ("BAT"), EMPLOYEES STATUTORY
PROFIT-SHARING ("ESPS") AND DEFERRED INCOME TAXES:
Provisions for IT, BAT and ESPS are recognized in the period incurred, and
the effects of deferred IT and ESPS are recognized in accordance with
Bulletin D-4, "Accounting Treatment of Income Tax, Business Assets Tax and
Employees Statutory Profit Sharing" ("Bulletin D-4"). Bulletin D-4 requires
deferred IT to be determined by applying the statutory income tax rate to
the temporary differences between the book value and tax value of assets
and liabilities, when applicable and subject to a recoverability analysis,
tax loss carryforwards and other recoverable taxes and tax credits.
Bulletin D-4 also requires the determination of the effect of deferred ESPS
resulting from temporary differences, which are of a non-recurring nature,
arising from the reconciliation of the net income of the period and the
taxable income of the period for ESPS. For the years 2005 and 2003, the
Company did not have any non-recurring temporary differences.
F-13
Income taxes are computed based on a consolidated return basis and employee
profit sharing is computed on a separate return basis for each entity in
the consolidated group. The effect of a statutory income tax rate change is
recognized in the income statement of the period in which the rate change
officially occurs (see Note 20).
f. ADVANCES FROM CUSTOMERS:
Advances from customers are recognized as income when the corresponding
airtime is transmitted.
g. EMPLOYEE BENEFITS:
The costs related to benefits to which employees are entitled as a result
of seniority premiums and pension plans in the case of union personnel, or
by law or by Company grant, are recognized in the results of operations as
services are rendered on the basis of the present value of the benefits
determined under actuarial estimates. The amortization of unrecognized
prior service cost, which represents 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 are recognized as an expense in the year in which they are
paid.
The Company has recorded a reserve for the estimated accrued seniority
premiums and pension benefits, the amount of which was determined through
actuarial estimates (see Note 18).
As of January 1, 2005, the Company adopted the new Bulletin D-3, which sets
forth guidelines related to the recognition of payments upon the
termination of a labor relationship. As a result, the Company recognized a
liability and net cost for the period amounting to Ps 8,659.
Effective January 1, 2005, the Company adopted amendments to Bulletin D-3,
"Labor Obligations," which sets forth guidelines relating to the
recognition of a liability for severance payments at the end of a work
relationship for reasons other than restructuring. The severance payments
are recorded in accordance with actuarial calculations based on the
Company's severance indemnity history over the last three years. The
liability recorded by the Company for the year ended December 31, 2005 as a
result of adopting the amendment to this bulletin was Ps 8.7 million.
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, 2005, 2004
and 2003.
F-14
i. TRANSACTIONS IN FOREIGN CURRENCIES:
Transactions in foreign currencies are recorded at the buying rate
published by the Banco de Mexico (Central Bank), which rate is comparable
to the Federal Reserve Bank of New York, on the dates on which they are
entered into and/or settled. Assets and liabilities in foreign currencies
are stated in Mexican pesos at the year-end closing rates of exchange.
Exchange differences are recorded directly in results of operations.
j. RECOGNITION OF BROADCASTING INCOME:
Income is recognized when the corresponding airtime is broadcast.
k. BARTER TRANSACTIONS:
Grupo Radio Centro exchanges advertising time for products and services
from time to time. 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 transactions does not
exceed market value.
l. USE OF ESTIMATES:
The preparation of financial statements requires management to make
estimates and assumptions that affect the recorded amounts of assets and
liabilities at the date of the financial statements and the recognized
amounts of revenues and expenses during the reported periods. Actual
results could differ from those estimates.
m. CONCENTRATION OF CREDIT RISK
Broadcasting Revenue:
The Company's principal source of revenue is generated by broadcasting
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 2005, 2004 and 2003.
F-15
n. REPURCHASE OF SHARES:
In accordance with Mexico's current Stock Market Law, the Company has
created a capital reserve from retained earnings, called "Reserve for
Repurchase of Shares", to be used to support trading of its shares. Shares
repurchased by the Company are treated as treasury shares. Should these
shares not be offered anew to the investing public within one year, these
shares must be canceled, thus resulting in a reduction of common stock.
o. COMPREHENSIVE INCOME:
The Company follows the practice of recognizing "Comprehensive Income" per
the guidelines of Bulletin B-4, issued by the Mexican Institute of Public
Accountants, which sets out disclosure and presentation rules concerning
comprehensive income and its components.
The total comprehensive income presented in the statement of changes in
shareholders' equity, which results from the performance of the Company for
the period ended December 31, 2005 and is included on the balance sheet as
part of shareholders' equity pursuant to generally accepted accounting
principles in Mexico ("Mexican GAAP"), is represented by net income (loss)
in 2003 plus additional liability for retirement payments.
p. IMPAIRMENT OF LONG-LIVED ASSETS:
The Company tests goodwill and other long-lived assets for impairment when
events or changes indicate that the recorded book value of these assets
might not be recovered from the future cash flows they generate. To test
for impairment the Company compares the book value of goodwill and other
long-lived assets with their expected future cash flows, which are
discounted to present value. If the cash flows of an asset are greater than
or equal to the asset's book value, there is no impairment charge. However,
if these cash flows are less than the asset's book value, the asset is
considered impaired. To determine the amount of impairment, which the
Company recognizes in its results for the year, the Company calculates the
difference between (i) the asset's cash flows, discounted to present value,
which the Company estimates the asset could generate in the future, and
(ii) the asset's book value. As of December 31, 2005, there was no
impairment of the Company's goodwill and long-lived assets.
F-16
q. FINANCIAL INFORMATION STANDARDS:
The Financial Information Standards ("NIF") issued by the Mexican Board for
Research and Development of Financial Standards ("CINIF") became effective
on January 1, 2006. These Standards are essentially the same as Mexican
GAAP.
The CINIF is an independent organization consisting of leading entities of
the public and private sectors that is responsible for issuing the NIF in
Mexico and that replaces the Commission on Accounting Principles ("CPC") of
the Mexican Institute of Public Accountants.
The NIF consist of standards and interpretations issued by the CINIF and by
bulletins issued by the CPC that have been transferred to the CINIF,
without change, substitution or repeal by the NIF, as well as the
International Financial Reporting Standards applicable on a supplemental
basis.
F-17
NOTE 4 POSITION IN FOREIGN CURRENCIES
---------------------------------------
The consolidated balance sheets as of December 31, 2005 and 2004, include the
following assets and liabilities in thousands of US dollars, valued at the
closing year-end foreign exchange rates of Ps 10.628/ US$ 1.00 and Ps
11.2648/US$ 1.00, respectively:
2005 2004
------------ ------------
Cash and marketable securities US$ 40 US$ 11
Liabilities (22,843) (21,471)
------------ ------------
Net liabilities US$ (22,803) US$ (21,460)
============ ============
The liabilities as of December 31, 2005 and 2004 include a contingent liability
related to the lawsuit described in Note 10.
At March 1, 2006, the foreign-exchange rate was Ps 10.4560/US$ 1.00.
The net book value of the Company's property and equipment denominated in
foreign currencies as of December 31, 2005 and 2004 was as follows:
2005 2004
------------ ------------
Transmission equipment US$ 2,315 US$ 2,436
Studio equipment 2,288 2,213
Helicopters 1,373 1,175
Other 810 769
------------ ------------
Net assets in US dollars US$ 6,786 US$ 6,593
============ ============
NOTE 5 CASH AND TEMPORARY INVESTMENTS
---------------------------------------
At December 31, 2005 and 2004, cash and temporary investments consisted of the
following:
2005 2004
------------ ------------
Cash Ps 4,268 Ps 3,716
Short-term investments, mainly at
fixed interest rates 82,879 18,718
------------ ------------
Ps 87,147 Ps 22,434
============ ============
Temporary investments as of December 31, 2005 and 2004 consisted primarily of
deposits at fixed interest rates and with maturities of less than 90 days. Grupo
Radio Centro invests its temporary excess cash in such deposits.
F-18
NOTE 6 RELATED PARTIES
------------------------
In the normal course of business, the Company purchases and sells broadcast time
or programming services to various other companies that are related through
common ownership. These purchases and sales are recorded at rates not materially
different from those charged to non-related entities for these types of
services.
The Company may also purchase assets or services from these related parties.
Grupo Radio Centro believes that the costs of such assets or services do not
exceed the prices that could be obtained from non-related entities.
The Company also provides certain services to affiliated companies on terms that
are more favorable than those available to non-related companies. The Company
does not believe that any such service arrangements with related parties are
material.
The Company also engages in various leasing activities with such related
parties. The Company believes that the terms of such leasing 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, 2005, 2004 and 2003, the Company conducted
the following transactions with related parties:
2005 2004 2003
---------- ---------- ----------
INCOME:
------
Sale of airtime and services rendered Ps 227 Ps 120 Ps 191
Sale of equipment 42 1,660 479
Building rent 290 300 300
Other - - 184
Sale of goods to Shareholders 1,956 1,361 3,982
EXPENSES:
---------
Purchase of airtime and services received (7,414) (1,847) (2,080)
Fees paid (1) (5,320) (13,122) (10,887)
(1) On January 5, 2000 the Company entered into a contract with an entity owned
by Francisco Aguirre Gomez, the president and a shareholder of the Company.
This entity provides promotional services to the Company. As of December
31, 2005, 2004 and 2003, the Company incurred expenses for such services
under this contract totaling Ps 5,320 (historical amount), Ps 13,122 (Ps
12,699 historical amount) and Ps 10,887 (Ps 10,016 historical amount),
respectively.
F-19
During the years ended 2005, 2004 and 2003, the shareholders made personal
use of goods and services that the Company acquired from barter operations
for which they paid to the Company Ps 1,956, Ps 1,060 and Ps 3,786,
respectively.
These transactions are similar to those entered into with third parties.
NOTE 7 OTHER RECEIVABLES
--------------------------
At December 31, 2005 and 2004, the balances in other receivables consisted of
the following:
2005 2004
------------ ------------
Officers and employees Ps 2,687 Ps 3,348
Other (1) 2,569 1,536
------------ ------------
Ps 5,256 Ps 4,884
============ ============
(1) At December 31, 2005 and 2004, the amounts include Ps 828 and Ps 870,
respectively, for receivables from shareholders. These receivables were
generated by goods and services that the Company acquired from barter
operations as mentioned in Note 6 (1).
NOTE 8 SERVICE AGREEMENTS
---------------------------
In order to manage the operations of XHFO-FM, S.A. de C.V. (the "Station"),
Desarrollos Empresariales, S.A. de C.V. ("DESA"), a wholly-owned subsidiary of
the Company entered into a Service Agreement on October 2, 1995 (the
"Agreement") with the Station and with Comercializadora Siete de Mexico, S.A. de
C.V. ("Comercializadora"). Under the terms of the Agreement, DESA was granted
the right to sell the airtime of the Station in exchange for providing operating
and administrative services to Comercializadora and the Station.
On December 14, 1998, the Company entered into a Modifying Agreement (the "First
Modifying Agreement") renewing and modifying the Agreement with Comercializadora
and the Station. On December 30, 1998, a rights-ceding contract was signed in
which the Company replaced DESA, in order to continue the operation of the
Station by the Company beginning January 3, 1999 and for a term of 24 months
with an option in favor of the Company to extend the term 12 additional months.
On December 15, 2000, the parties renewed the First Modifying Agreement, and the
First Modifying Agreement expired on December 31, 2001.
On June 29, 2001, the parties entered into a second Modifying Agreement (the
"Second Modifying Agreement") renewing and modifying the First Modifying
Agreement, effective January 3, 2002 for a term of 36 months expiring on January
2, 2005. Under this agreement, the Company was entitled to a monthly fee equal
to Ps 166 plus US$ 207 from the total revenues generated by the Station for
providing operating and administrative services. On July 17, 2001, the Company
made a deposit of US$ 2,250 to guarantee its compliance with this agreement,
which deposit was to be refunded in monthly installments over the 36 month term
beginning January 3, 2002.
F-20
On September 7, 2004, the parties entered into a third Modifying Agreement
renewing and modifying the Second Modifying Agreement, effective January 3, 2005
for a term of 48 months that expires on January 2, 2009. Under this agreement,
the Company is entitled to a monthly fee equal to US$ 284 from the total
revenues generated by the Station for providing operating and administrative
services. The deposit made by the Company in the original Contract was
reimbursed to the Company in 2005. This third Modifying Agreement does not
require any deposit.
NOTE 9 ACQUISITION OF RADIODIFUSION RED
-----------------------------------------
Through a series of transactions effected in May 1995 and January 1996, the
Company acquired from Corporacion Medcom, S.A. de C.V. all of the outstanding
capital stock of Radiodifusion Red. The purchase price consisted of US$ 23,000
(Ps 146,308 historical amount) paid in May 1995 and a fixed payment of Ps
241,610 (historical amount) and a contingent payment of Ps 80,500 (historical
amount) paid in January 1996. The contingent payment was subject to the
attainment by the radio stations owned by Radiodifusion Red of certain
audience-share targets for each of the succeeding five years after the
acquisition.
For the years ended December 31, 1998, 1997 and 1996, the audience-share targets
were reached. Therefore, the Company was not entitled to any refund of the
contingent payment for those years. In December 1998, in connection with the
Company's programming-services agreement with Infored, S.A. de C.V. ("Infored")
and Jose Gutierrez Vivo ("Mr. Gutierrez") (see Note 10), the Company surrendered
its rights to any refund of the remaining contingent payments for 2000 and 1999.
The aggregate amount of Ps 80,500 corresponding to the contingent payments was
capitalized as part of the purchase price and included in goodwill.
On September 30, 2001, the Company sold its shares of Radiodifusion Red to DESA,
a subsidiary of the Company. This sale resulted in a loss for tax purposes of Ps
181,480 (Ps 159,805 historical amount) (see Note 20).
NOTE 10 INFORED PRODUCTION CONTRACT
------------------------------------
On December 23, 1998, in order to continue collaborating in the production of
radio shows and to establish two new joint ventures, the Company signed a new
contract (the "Production Contract" or the "Infored Agreement") with Infored,
the producer at that time of the Monitor news and talk-show, and Mr. Gutierrez,
Monitor's host at that time, to provide the Company with exclusive production
services for news and special-event radio shows until June 30, 2015. The Company
committed to air these programs on XERED-AM and XHRED-FM and affiliated radio
stations.
F-21
The Production Contract, in addition to requiring the Company to continue paying
Infored for the cost of producing its shows, required the Company to pay Infored
an aggregate amount of approximately US$ 15,400 and Ps 4,746 (Ps 4,003
historical amount). Of this amount, US$ 4,400 and Ps 4,746 (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 was
to be amortized in equal monthly amounts through June 2015. In addition, the
Company paid Infored monthly production fees based on the revenues derived from
Monitor and the amount of budgeted expenses, which generally reflected increases
due to Mexico's inflation rate, to cover Infored's radio programming operations.
Beginning in 2002, the Company covered these services on the basis of the last
payment made in 2001.
The Company also transferred to Mr. Gutierrez two AM radio stations, XEFAJ-AM,
S.A. de C.V. and Emisora 1320, S.A. de C.V., at book value. The Company
continues rendering maintenance and transmission engineering services and
leasing a broadcasting building for these stations under separate agreements.
On May 7, 2002, Mr. Gutierrez and Infored notified the Company that they were
initiating an arbitration proceeding pursuant to which they sought the
rescission of the Production Contract entered into on December 23, 1998 (see
Note 9) and damages for alleged breach of contract, reimbursement of expenses
and costs of the litigation.
On March 1, 2004 the International Chamber of Commerce ("ICC") notified the
Company that a final decision had been made in the arbitration proceeding
initiated in 2002 by Infored and Mr. Gutierrez. By a majority vote of two of the
three arbitrators, the ICC panel held that the Company had breached the
agreement with Infored and Mr. Gutierrez. As a result, the agreement has been
rescinded and Infored and Mr. Gutierrez together have been awarded Ps 256,669
(Ps 246,198 historical amount) (US$ 21,797) in damages, which represents the
amount the Company would be required to pay after taking into account the
amounts prepaid by the Company under the contract. Although the Company has
appealed, a contingent liability was recorded at December 31, 2003 and the
prepayment, which at December 31, 2003 was Ps 113,666 (Ps104,572 historical
amount), was written off. The total amount of the award amounted to Ps 370,335,
which is presented in the consolidated statement of income as an extraordinary
item for the year ended December 31, 2003.
The Company has discontinued news programming produced by Infored and hosted by
Mr. Gutierrez and now produces its news programming on its own.
F-22
On August 6, 2004, the Company challenged the validity of this decision before
the Mexican courts and brought a proceeding to nullify the arbitration award. On
November 10, 2004, a Mexican judge set aside the arbitration decision. Mr.
Gutierrez and Infored, initiated an amparo proceeding on December 3, 2004 to
contest this ruling. An amparo is a type of proceeding used to challenge the
legality of a decision under Mexican law. The court ruled in favor of Infored
and Mr. Gutierrez on August 10, 2005. The Company filed an appeal for review of
this decision, which was suspended on February 15, 2006 because Infored and Mr.
Jose Gutierrez Vivo petitioned the First Division of the Supreme Court to
exercise its ancillary jurisdiction. The First Division of the Supreme Court
adopted a resolution by majority vote not to exercise its ancillary
jurisdiction, and the case was returned to the Thirteenth Circuit Court of Civil
Matters for resolution of the appeal brought by the Company. The court issued a
final decision to set aside the arbitration award on June 16, 2006. The Company
has not paid any portion of this award. (See Note 26).
NOTE 11 PROPERTY AND EQUIPMENT
-------------------------------
At December 31, 2005 and 2004, the balances in property and equipment consisted
of the following:
DEPRECIATION
2005 2004 (ANNUAL RATE)
------------ ------------ ------------
Buildings Ps 318,328 Ps 318,328 2.22%
Transmission equipment 127,483 125,282 11.87%
Studio equipment 129,606 129,324 15.94%
Office furniture and equipment 45,604 45,425 16.48%
Computer equipment 67,740 65,662 32.22%
Transportation equipment 37,049 36,388 28.30%
Helicopters 33,469 33,469 18.18%
Leasehold improvements 12,099 12,099 5.00%
------------ ------------
771,378 765,977
Less accumulated depreciation (471,913) (437,012)
------------ ------------
299,465 328,965
Land 138,318 138,318
Buildings held for sale, net 35,716 37,235
Equipment in transit 1,897 727
------------ ------------
Ps 475,396 Ps 505,245
============ ============
During 2005, 2004 and 2003, Inmobiliaria Radio Centro, S.A. de C.V. (see Note
1e) rented to Maxcom part of the building in which the main executive offices
and studios of the Company are located. Rental income for 2005, 2004 and 2003
amounted to Ps 236, Ps 241 and Ps 239, respectively. (See note 1e).
F-23
During the years ended December 31, 2005, 2004 and 2003, the Company reviewed
the realizable values of those buildings held for sale, and determined that a
reduction was required in their book values for 2005 in the amount of Ps 773. An
increase was required for 2004 in the amount of Ps 8,114, and for 2003 a
reduction was required in the amount of Ps 1,529. These amounts have been
recognized in other expenses, net in the accompanying statements of income (see
Note 22).
NOTE 12 DEFERRED CHARGES
-------------------------
At December 31, 2005 and 2004, deferred charges consisted of the following:
2005 2004
------------ ------------
Installation expenses Ps 9,105 Ps 8,959
Licenses and patents 1,156 3,297
------------ ------------
10,261 12,256
Less accumulated amortization (5,073) (4,689)
------------ ------------
5,188 7,567
Labor liabilities (see Note 18):
Intangible assets 96 187
------------ ------------
Ps 5284 Ps 7,754
============ ============
NOTE 13 EXCESS COST OVER NET BOOK VALUE OF NET ASSETS OF SUBSIDIARIES
----------------------------------------------------------------------
On December 31, 2001, the Company acquired Radio Sistema Mexicano, S.A. and
recorded goodwill in the amount of Ps 54,409, which until December 31, 2004, was
being amortized over 20 years from the date of acquisition. Beginning January 1,
2005, under a new pronouncement for Mexican GAAP, the amortization of goodwill
is no longer permitted. Instead, any unamortized goodwill as of January 1, 2005
is subject to impairment testing in accordance with Bulletin C-15.
On March 14, 2001, the Company acquired Palco Deportivo.Com, S.A. de C.V., Palco
Shop, S.A. de C.V., Palco Deportivo Multimedia, S.A. de C.V. and Palco Deportivo
Mexico, S.A. de C.V. On October 1, 2001, these companies were merged with
Enlaces Troncales, S.A. de C.V. On March 14, 2001, the Company acquired
Servicios Corporativos Palco, S.A. de C.V., which was merged with Promo Red,
S.A. de C.V. on October 2, 2001. As a result of these acquisitions the Company
recorded goodwill in an aggregate amount of Ps 47,921 (Ps 38,715 historical
amount), which until December 31, 2004 was being amortized over 20 years from
the date of acquisition. Beginning January 1, 2005, under a new pronouncement
for Mexican GAAP, the amortization of goodwill is no longer permitted. Instead,
any unamortized goodwill as of January 1, 2005 is subject to impairment testing
in accordance with Bulletin C-15.
F-24
On November 30, 2005, the Company acquired 100% of the shares of Aerocer, S.A.,
which leases air and ground equipment to the Company and GRC Publicidad, S.A. de
C.V. As a result of this acquisition, the Company recorded excess cost over the
fair value of the assets acquired and indebtedness assumed from GRC
Radiodifusion, S.A. (before Aerocer, S.A. de C.V.) that amounted to Ps 7,734.
(See Note 23).
On January 1, 2005, Bulletin B-7, "Business Acquisitions", took effect. This
Bulletin establishes that the purchase method of accounting is to be used to
account for business acquisitions. The purchase method was applied to the
acquisition of Aerocer, S.A. mentioned in the previous paragraph. With the
adoption of this Bulletin, as of 2005, the excess cost over the net book value
of goodwill is no longer amortized, but becomes subject to annual impairment
testing. No impairment adjustment was necessary for the year ended December 31,
2005 for the Ps 767,597 of goodwill recorded as of December 31, 2005, which
consists of the following:
Resulting from the acquisition of: Amount
---------------------------------- ------------
Radiodifusion Red Ps 689,919(1)
Radio Sistema Mexicano, S.A. 35,129(1)
Enlaces Troncales, S.A. de C.V. 32,715(1)
Aerocer, S.A. 7,734
Others 2,100(1)
------------
Ps 767,597
============
(1) Represents the net amount of goodwill that until December 31, 2005 was
being amortized over 20 years from the date of acquisition. The foreign
exchange effect until December 31, 2005 of the application of this new
Bulletin was a decrease of approximately Ps 69,000 in the amortization for
the year that would have been determined if prior rules had been applied.
F-25
NOTE 14 NOTES PAYABLE
----------------------
At December 31, 2005 and 2004, notes payable consisted of the following:
2005 2004
------------ ------------
SHORT-TERM:
Scotiabank Inverlat, S.A. Ps 56,618 Ps 58,505
LONG-TERM:
Scotiabank Inverlat, S.A. 56,618 117,011
------------ ------------
Ps 113,236 Ps 175,516
============ ============
The short-term and long-term notes payable represent payment obligations under a
loan agreement and related promissory note initially in the amount of US$
35,000, dated October 31, 2000.
The loan agreement contains covenants requiring the Company to maintain certain
financial ratios and to comply with other financial conditions that, among other
things, limit the Company's ability to incur additional indebtedness, pay
dividends, pledge or sell its assets and enter into certain transactions with
affiliates except those necessary in the normal course of its operations.
Scotiabank Inverlat agreed to amend the financial covenant requiring that the
Company maintain a certain ratio of total liabilities to EBITDA (Earnings Before
Interest, Taxes, Depreciation and Amortization) to increase the ratio permitted
from the second quarter of 2002 through March 31, 2003. As a condition to the
granting of the waiver and the amendment, the Company agreed to convert US$
13,600 of the amount outstanding under the loan agreement from U.S. dollars into
Mexican pesos, to pay interest equal to the Mexican Interbank Equilibrium
Interest Rate (Tasa de Interes Interbancaria de Equilibrio or TIIE) plus 2.00%
on the converted portion of the loan and to not pay any dividends for so long as
the Company is not in compliance with any of the financial covenants in the loan
agreement as amended.
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 plus 2.00% to 3.25%, depending
on certain financial ratios. Principal payments are due semi-annually beginning
April 30, 2003 and interest payments are due quarterly.
On July 17, 2003, the loan agreement was further amended to extend the term of
payment from October 31, 2005 to October 31, 2007.
F-26
On December 3, 2003, a new amendment to the loan agreement was signed,
establishing an increase of Ps 50,000 (historical amount) in the principal
amount of the loan, an interest rate fixed between 10.30% and 11.55% depending
on the financial indicator of total liabilities to EBITDA, the payment of
principal every six months beginning April 30, 2004 and ending on October 31,
2007 and the payment of interest quarterly.
On March 31, 2004, as a result of recognizing a provision for the contingent
liability due to the International Chamber of Commerce's award of damages in the
arbitration proceeding brought by Infored and Mr. Gutierrez, the Company was not
in compliance with the financial covenant to maintain a certain ratio of total
liabilities to EBITDA and total liabilities to total shareholders' equity. The
Company informed the bank of this situation and requested a waiver of its
non-compliance with certain of these financial ratios (see Note 10). On June 15,
2004, the Company obtained a waiver from Scotiabank Inverlat solely and
exclusively for non-compliance with the financial covenant to maintain a certain
ratio of total liabilities to total shareholders' equity reflected in the
audited financial statements for 2003 and the internal financial statements as
of March 2004 as well as the maximum total liabilities to EBITDA for the
internal financial statements as of March 2004.
On June 29, 2004, the Company reached an agreement with Scotiabank Inverlat in
which the bank temporarily amended, through December 31, 2004, the financial
ratios with which the Company had been in noncompliance, subject to the
condition that the Company refrain from paying any dividends.
On March 31, 2005, the Company obtained a waiver from Scotiabank Inverlat of its
non-compliance with the covenants of the loan agreement requiring the Company to
maintain a certain ratio of total liabilities to EBITDA. In addition, the
Company and Scotiabank Inverlat signed an amendment to the Scotiabank Inverlat
loan agreement on May 6, 2005 to increase the ratio of total liabilities to
EBITDA for all periods of the year ending December 31, 2005.
NOTE 15 ADVANCES FROM CUSTOMERS
--------------------------------
Advances from customers amounted to Ps 83,337 and Ps 54,756 as of December 31,
2005 and 2004, 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.
F-27
NOTE 16 SUPPLIERS AND OTHER ACCOUNTS PAYABLE
---------------------------------------------
At December 31, 2005 and 2004, suppliers and other accounts payable consisted of
the following:
2005 2004
------------ ------------
Media and service suppliers Ps 23,297 Ps 20,115
Salaries and fees payable 6,244 8,527
Interest 1,977 3,064
Employee profit sharing 274 304
Other 1,281 1,507
------------ ------------
Ps 33,073 Ps 33,517
============ ============
NOTE 17 INCOME TAXES AND OTHER TAXES PAYABLE
---------------------------------------------
At December 31, 2005 and 2004, income tax and other taxes payable were comprised
of the following:
2005 2004
------------ ------------
Taxes on wages and salaries Ps 4,985 Ps 5,107
Value-added tax 20,366 13,878
Income tax 322 864
Other withholdings 478 -
------------ ------------
Ps 26,151 Ps 19,849
============ ============
F-28
NOTE 18 SENIORITY PREMIUMS AND PENSIONS
---------------------------------------
The Company maintains a reserve to cover seniority premiums and pension plan
liabilities, and beginning January 1, 2005, the Company established an
additional reserve to cover severance payments. The amount of the reserves is
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, 2005 and 2004, are summarized
below:
2005 2004
-------------------------------------------------------- -----------
SENIORITY
PREMIUM
AND
SENIORITY PENSION SEVERANCE PENSION
CHANGES IN PROJECTED-BENEFIT LIABILITIES PREMIUM PLAN PAYMENTS TOTAL PLAN
----------------------------------------- ----------- ----------- ----------- ----------- -----------
Projected-benefit liabilities at the
beginning of the year Ps 25,983 Ps 1,481 Ps - Ps 27,464 Ps 30,696
Service cost 1,537 85 8,417 10,039 1,841
Interest cost 801 58 242 1,101 990
Actuarial gain (1,044) (88) (1,076) (2,208) (5,531)
Benefits paid (512) (32) - (544) (532)
----------- ----------- ----------- ----------- -----------
Projected-benefit liabilities at the end
of the year Ps 26,765 Ps 1,504 Ps 7,583 Ps 35,852 Ps 27,464
=========== =========== =========== =========== ===========
Benefit liabilities Ps (26,765) Ps (1,504) Ps (7,583) Ps (35,852) Ps (27,464)
Unrecognized net actuarial loss - - (1,076) (1,076) -
Unrecognized prior service costs (1,748) 237 - (1,513) 1,600
----------- ----------- ----------- ----------- -----------
Net liabilities projected Ps (28,513) Ps (1,269) Ps (8,659) Ps (38,441) Ps (25,864)
=========== =========== =========== =========== ===========
Accrued benefit obligation Ps 25,171 Ps 1,363 Ps 7,149 Ps 33,683 Ps 25,733
=========== =========== =========== =========== ===========
Additional liability (seniority premiums) Ps 49 Ps 96 Ps - Ps 145 Ps 213
=========== =========== =========== =========== ===========
Intangible assets (see Note 12) Ps - Ps 96 Ps - Ps 96 Ps 188
=========== =========== =========== =========== ===========
Total labor liabilities Ps 28,513 Ps 1,363 Ps 8,659 Ps 38,441 Ps 26,139
=========== =========== =========== =========== ===========
F-29
WEIGHTED-AVERAGE ASSUMPTIONS AT DECEMBER 31,
2005 2004
----------------------------------------- -----------
SENIORITY
PREMIUM
AND
SENIORITY PENSION SEVERANCE PENSION
PREMIUM PLAN PAYMENTS PLAN
----------- ----------- ----------- -----------
Discount rate (real rates) 4.00% 4.00% 4.00% 4.00%
Increase in compensation rates
(real rates) 1.00% 1.00% 1.00% 1.00%
Amortization period of the transition 6.96 and 3.09 and
liability (years) - - 12.99 17.03
COMPONENTS OF NET COST OF BENEFITS FOR THE YEAR
2005 2004
-------------------------------------------------------- -----------
SENIORITY
PREMIUM
AND
SENIORITY PENSION SEVERANCE PENSION
PREMIUM PLAN PAYMENTS TOTAL PLAN
----------- ----------- ----------- ----------- -----------
Service cost Ps 1,537 Ps 84 Ps 8,417 Ps 10,038 Ps 1,537
Interest cost 801 58 242 1,101 801
Amortization of prior service cost 1,959 20 - 1,979 1,959
----------- ----------- ----------- ----------- -----------
Net cost for the year Ps 4,297 Ps 162 Ps 8,659 Ps 13,118 Ps 4,297
=========== =========== =========== =========== ===========
F-30
NOTE 19 SHAREHOLDERS' EQUITY
-----------------------------
The shareholders of the Company approved the following changes in the Company's
capital structure during 2005, 2004 and 2003:
a) Repurchase on the open market of 133,300 shares, which represent 0.001% of
outstanding shares, and a sale of 305,300 shares for a net amount of Ps
1,439 (Ps 1,401, historical amount).
SHARES SHARES NET
MONTH REPURCHASE SOLD AMOUNT
---------------- ---------- ---------- ----------
December 2005 - 305,300 Ps 2,617
December 2005 133,300 - (1,216)
---------- ---------- ----------
Total 133,300 305,300 Ps 1,401
========== ========== ==========
DURING 2004:
(a) Repurchase on the open market of 357,600 shares, which represent 0.002% of
outstanding shares for Ps 740.
DURING 2003:
a) Payment of dividends totaling Ps 61,339 (Ps 55,000 historical amount).
b) Repurchase on the open market of 57,000 shares, which represent 0.03% of
outstanding shares for Ps 403 (Ps 360 historical amount).
F-31
After the aforementioned changes, as of December 31, 2005, the capital
stock of the Company was comprised of 247,586,768 authorized common shares,
representing the minimum fixed capital with no withdrawal rights, of which
162,724,561 shares were outstanding and fully paid for and 84,862,207
shares were treasury shares. Shares of stock may be owned only by Mexican
investors. Capital stock is represented by shares with no par value and
valued as follows:
NUMBER OF
SHARES
--------------
Total authorized capital stock 247,586,768
Treasury shares (84,862,207)
--------------
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 pesos with purchasing power as of
December 31, 2005 324,209
--------------
Ps 1,165,327
==============
The changes in the number of outstanding shares as of the years ended
December 31, 2004 and 2005, were as follows:
2005 2004
-------------- --------------
Shares outstanding at the beginning of the year 162,552,561 162,667,561
============== ==============
Shares outstanding at the end of the year 162,724,561 162,552,561
============== ==============
Capital stock at the end of the year,
expressed in constant Mexican pesos with
purchasing power as of December 31, 2005 Ps 1,165,327 Ps 1,164,414
============== ==============
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, 2005 and 2004 was Ps 25,187.
F-32
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 in Note 20).
NOTE 20 INCOME TAXES
---------------------
Taxable income differs from accounting income due both to (i) permanent
differences, principal among which are the treatment of non-deductible expenses
(primarily for goodwill) and the reflection in the income statement of the
effects of inflation and (ii) timing differences affecting accounting and
taxable income in different periods.
A reconciliation of the statutory rate to the effective income tax rate for the
years ending December 31, 2005 and 2004 is as follows:
2005 2004 2003
-------------- -------------- --------------
Statutory tax rate 30.0% 33.0% 34.0%
Difference between the annual inflation adjustment
and the effects on net monetary position (10.8)% (80.1)% 1.1%
Utilization of tax loss carry forwards - - (17.0)%
Nondeductible expenses (primarily goodwill) 5.8% 6.8% 37.2%
-------------- -------------- --------------
EFFECTIVE INCOME TAX RATE 25.0% (106.3)% (12.7)%
============== ============== ==============
Provisions (benefit) for income tax and employee profit sharing for the years
ending December 31, 2005 and 2004
2005 2004
-------------- --------------
Current income tax payable Ps 30,521 Ps 12,701
Tax on assets - 5,300
Utilization of tax loss carryforwards (11,865) (6,055)
Deferred income taxes 2,787 5,633
-------------- --------------
Total income tax 21,443 17,579
-------------- --------------
Current employee profit sharing 276 300
Deferred employee profit sharing - 2,506
-------------- --------------
Total employee profit sharing 276 2,806
-------------- --------------
Total Ps 21,719 Ps 20,385
============== ==============
Beginning in 1999, determination of the consolidated income tax for Mexican
companies took into account a maximum of 60% of the taxable income or loss of
each of its 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.
F-33
Beginning in 2002, in determining the consolidated income tax for Mexican
companies, 60% of the taxable income of the controlling company must be taken
into account, unless a subsidiary has taxable income, in which case 100% must be
considered for the utilization of tax loss carryforwards accrued before 2001.
The current income tax liability corresponds to 40% of the subsidiaries' taxable
income that is not subject to consolidation for income tax purposes and is
excluded, for tax purposes, from any operating loss carryforward benefits
available at the consolidated level.
In accordance with Mexico's Income Tax Law, the income tax rate was 33% for 2004
and 30% for 2005. The income tax rate will then decrease from 30% to 28% for the
next two years, such that it will be 29% for 2006 and 28% for 2007 and
subsequent years.
Deferred income tax is determined by comparing the bases of assets and
liabilities for financial accounting purposes to those for tax reporting
purposes (and by applying the income tax rate to the resulting timing
difference).
Beginning December 31, 1998, Grupo Radio Centro has recognized the effects of
deferred taxes for certain timing differences expected to reverse over a
definite period of time. The Company's early adoption of Bulletin D-4 gave rise
to the recognition of an additional net deferred tax expense of Ps 3,296 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 97,407 (Ps 72,577 historical amount), which is
presented as a separate component in shareholders' equity. The effect of
deferred income tax from companies acquired subsequently was Ps (1,069), and the
cumulative effect as of December 31, 2005 stands at Ps (98,476).
The balance of deferred taxes as of December 31, 2005 and 2004, consists of the
following components:
2005 2004
-------------- --------------
Property and equipment Ps (77,048) Ps (80,413)
Tax on Assets 5,129 5,300
Advances from customers 24,168 16,425
Labor liabilities 12,910 7,689
Tax loss carryforwards 8,674 15,164
Prepaid expenses and other items (14,506) (2,051)
-------------- --------------
Net deferred tax liability Ps (40,673) Ps (37,886)
============== ==============
F-34
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, 2005, the Company's
restated cumulative tax loss carryforwards were as follows:
FISCAL
YEAR EXPIRATION
INCURRED AMOUNT YEAR
---------- ------------ ----------
1996 4,566 2006
1997 11,546 2007
1998 15,919 2008
1999 4,842 2009
2000 2,400 2010
2001 5,674 2011
2002 12,386 2012
2003 855 2013
2004 760 2014
2005 252 2015
------------
Ps 59,200
============
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,
2005, the excess of tax on assets paid over income taxes payable was as follows:
FISCAL
YEAR EXPIRATION
INCURRED AMOUNT YEAR
---------- ------------ ----------
1996 Ps 1,756 2006
1997 550 2007
2004 5,351 2014
------------
Ps 7,657
============
During 2005 and 2004, the Company utilized Ps 39,550 and Ps 17,757 (historical
amounts) respectively, of tax loss carryforwards on a consolidated basis
resulting from the period ended December 31, 2001.
F-35
The net fiscal profit account for tax purposes (the "CUFIN") represents the
amount of accumulated earnings that may be distributed without additional
corporate tax charge to the Company. As of December 31, 2005, this account
amounted to Ps 266,618.
As of December 31, 2005, capital stock, restated for tax purposes, which
constituted the capital contributions account, amounted to Ps 1,187,406.
NOTE 21 PROVISIONS FOR SENIOR MANAGEMENT BONUSES
-------------------------------------------------
The Company has a policy of awarding bonuses to its senior executives based on,
among other factors, the results of the Company's annual operations and
individual performance. For the year ended December 31, 2003, provisions for
senior management bonuses were Ps 6,306 and were recorded in general corporate
and administrative expenses. For the years ended December 31, 2005 and 2004, no
provisions for senior management bonuses were approved.
F-36
NOTE 22 OTHER EXPENSES, NET
----------------------------
The components of other expenses, net, during the years ended December 31, 2005,
2004 and 2003 were as follows:
2005 2004 2003
------------ ------------ ------------
INCOME:
Increase in book value of buildings held for sale
(see Note 11) Ps - Ps 8,114 Ps -
Sale of surplus broadcasting supplies and
recovery of expenses 2,002 4,616 193
Leasing and maintenance of properties 311 307 300
Tax recoverable 565 2,720 -
Sale of equipment 267 - -
Other 1,521 581 1,507
------------ ------------ ------------
Total other income 4,666 16,338 2,000
------------ ------------ ------------
EXPENSES:
Fees to Executive Committee (17,174) (18,406) (18,496)
Maintenance and leasing costs (9,744) (10,255) (11,944)
Arbitration costs (a) (8,227) (18,501) (11,220)
Compliance with securities regulations and
corporate restructuring expenses (6,839) (4,398) (10,200)
Losses incurred by affiliated start-up Internet
companies (b) - - (4,673)
Indemnities to employees (c) - - (4,259)
Write-off of tax credits - - (3,157)
Write-off of other accounts receivables - (2,168) -
Loss on sale of equipment - (1,867) (1,867)
Internet subscription (1,791) - (1,629)
Reduction in book value of buildings held for sale
(see Note 11) (773) - (1,529)
Other (8,736) (7,394) (4,746)
------------ ------------ ------------
Total other expenses (53,284) (64,058) (73,720)
------------ ------------ ------------
Net other expenses Ps (48,618) Ps (47,721) Ps (71,720)
============ ============ ============
(a) In 2005, 2004 and 2003, the Company paid legal fees for arbitration
commenced by Infored and Mr. Gutierrez in May 2002.
(b) During 2001, the Company acquired To2 Mexico, S.A. de C.V., a company owning
the Internet website www.to2.com, and Palco Deportivo.Com, S.A. de C.V., a
company owning the Internet website www.palcodeportivo.com (see Note 24). In
2003, these companies and certain related companies owned by the Company
incurred losses of Ps 4,673. (See note 24).
(c) 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.
F-37
NOTE 23 INVESTMENT IN AEROCER, S.A.
------------------------------------
As mentioned in Note 1(b) and Note 13, on November 30, 2005, the Company
acquired 100% of the shares of Aerocer, S.A. ("Aerocer"), an unrelated entity no
longer in operation, for a purchase price of Ps. 10,823. Aerocer had no
operating assets and no outstanting liabilities of the date of acquisition. The
Company acquired Aerocer for purposes of utiliziing some or all of its
accumulated net operating tax losses in the Company's consolidated tax return.
Accordingly, the Company determined that the value of the estimated tax benefits
of such operating tax losses was Ps. 3,089. The excess of the purchase price
over the book value of this tax benefit of Ps. 7,734 was recorded as goodwill.
NOTE 24 CONTINGENCY
--------------------
As of December 31, 2005, the Company is involved in legal proceedings relating
to labor claims initiated between 2000 and 2004. In the event there was a ruling
against the Company, the Company's approximate liability would be Ps 33,013. The
Company has not recorded a provision for these claims as the Company's
management believes that these cases will be resolved in favor of the Company.
NOTE 25 SIGNIFICANT DIFFERENCES BETWEEN MEXICAN AND US GAAP
------------------------------------------------------------
The financial statements of the Company are presented on the basis of Mexican
GAAP.
Except for inflation accounting, Mexican GAAP are, in general terms, similar to
generally accepted accounting principles in the United States ("US GAAP").
However, there are other areas in which Mexican GAAP differ from the
requirements of US GAAP.
The major differences between Mexican and US GAAP are as follows:
RECOGNITION OF THE EFFECTS OF INFLATION ON FINANCIAL INFORMATION:
The provisions of Bulletin B-10 and its amendments relating to the recognition
of the effects of inflation on financial information have no counterpart under
US GAAP. However, as Mexican GAAP include the effects of inflation in the
primary financial statements, the US Securities and Exchange Commission does not
require the reversal of the restatement of the financial statements recognizing
the effects of inflation.
DEFERRED INCOME TAXES:
In 1999, the Company elected to adopt early the provisions of Bulletin D-4,
issued by the Mexican Institute of Public Accountants, which requires
recognizing the income tax effects of the differences in bases of assets and
liabilities for financial accounting and accounting for tax reporting purposes,
similar to US GAAP.
F-38
As under US GAAP, the Company recognized deferred taxes in prior years for
Mexican GAAP purposes for certain timing differences, such as advances from
customers and certain prepaid expenses, expected to reverse over a definite
period of time (see Note 20).
As a result of the Company's early adoption of Bulletin D-4 in 1999, there were
no differences related to deferred taxes that had to be reconciled between
Mexican and US GAAP for financial statement purposes for the years ended
December 31, 2005 and 2004, except for the balance sheet classification of
deferred taxes, under US GAAP, as current and non-current.
Mexican GAAP require 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, 2005 and 2004, is
as follows:
2005 2005 2004 2004
------------ ------------ ------------ ------------
Current deferred tax:
Advances from customers US$ 2,274 Ps 24,168 US$ 1,545 Ps 16,425
Other liabilities (1,365) (14,506) (193) (2,051)
------------ ------------ ------------ ------------
Net current deferred asset 909 9,662 1,352 14,374
============ ============ ============ ============
Non-current deferred tax
Tax loss carryforwards less
valuation allowance 816 8,674 1,427 15,164
Recoverable tax on assets 482 5,129 499 5,300
Prepaid expenses and labor
liabilities 1,215 12,910 723 7,689
Property and equipment,
net (7,250) (77,048) (7,566) (80,413)
------------ ------------ ------------ ------------
Net non-current deferred
tax liability US$ (4,737) Ps (50,335) US$ (4,917) Ps (52,260)
============ ============ ============ =============
STATEMENT OF CHANGES IN FINANCIAL POSITION:
Under Mexican GAAP, the Company presents statements of changes in financial
position in constant Mexican pesos. This presentation identifies the generation
and application of resources resulting in differences between beginning and
ending financial statement balances in constant Mexican pesos.
The changes in the consolidated financial statement balances included in this
statement constitute cash-flow activity stated in constant Mexican pesos
(including monetary gains, which are considered cash gains in the financial
statements presented in constant Mexican pesos).
F-39
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:
2005 2005 2004 2003
------------ ------------ ------------ ------------
Operating activities:
Resources provided by operations, per
Mexican GAAP US$ 13,056 Ps 138,766 Ps 24,911 Ps 241,083
Less--gain on monetary position on
current and long-term debt (532) (5,661) (12,688) (12,060)
------------ ------------ ------------ ------------
Resources provided by operations, per
US GAAP US$ 12,524 Ps 133,105 Ps 12,223 Ps 229,023
============ ============ ============ ============
Financing activities:
Resources applied to financing
activities, per Mexican
GAAP US$ (5,725) Ps (60,840) Ps (71,392) Ps (201,384)
Plus--gain on monetary position on
current and
long-term debt 532 5,661 12,688 12,060
------------ ------------ ------------ ------------
Resources applied to financing
activities, per US GAAP US$ (5,193) Ps (55,179) Ps (58,704) Ps (189,324)
============ ============ ============ ============
Supplemental cash-flow information:
Interest paid US$ 1,530 Ps 16,264 Ps 20,689 Ps 30,646
============ ============ ============ ============
Taxes paid US$ 3,616 Ps 38,431 Ps 29,873 Ps 18,442
============ ============ ============ ============
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
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, through December 31,
2004, goodwill was amortized based on the estimated useful lives of the assets
calculated on the straight-line method. Bulletin C-15 took effect on January 1,
2005 and establishes, among other things, new principles for the calculation and
recognition of impairment losses for long-lived assets, including any subsequent
reversals of such impairment losses. Effective January 1, 2005, Mexican GAAP is
consistent with US GAAP in that amortizing goodwill is no longer permitted.
Under U.S. GAAP, in accordance with the requirements of FAS 142, the Company
performed an analysis for impairment of its goodwill as of December 31, 2005,
2004 and 2003. There was no impairment at December 31, 2005 and 2004; at
December 31, 2003, there was an impairment charge of Ps 165,750. There was no
impairment charge required under Mexican GAAP at December 31, 2005, 2004 or
2003.
OTHER EXPENSES, NET:
Under Mexican GAAP, certain net expenses are classified as non-operating on the
Company's statement of income. Under US GAAP, some of these net expenses are
classified as operating expenses.
In addition, for the year ended December 31, 2003, the Company's extraordinary
item relating to provisions for contingent arbitration losses for an amount of
Ps 370,335 is classified as a non-operating charge to earnings under Mexican
GAAP whereas for U.S. GAAP reporting purposes, this represents an operating
charge against the Company's earnings.
F-41
CONVENIENCE STATEMENTS:
The 2005 US dollar amounts (denoted by the symbol "US$") shown in the financial
statements have been included solely for the convenience of the reader and were
translated at the rate of Ps 10.628/US$ 1.00, the noon buying rate of Mexican
pesos on December 31, 2005, 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.
The following is a summary of the estimated adjustments to net income (loss) and
shareholders' equity that would have been required had the Company applied US
GAAP instead of Mexican GAAP:
2005 2005 2004 2003
------------ ------------ ------------ ------------
Net income (loss), as recorded
under Mexican GAAP US$ 6,108 Ps 64,927 Ps (39,560) Ps (267,172)
US GAAP adjustments:
Amortization of goodwill
arising from entities under
common control - - 1,721 1,721
Amortization of goodwill - - 66,793 84,708
Goodwill impairment - - - (165,750)
Severance payment provision (1) - - (9,134) (8,499)
Increase in book value of buildings
held for sale (Note 11) - - (8,114) -
Minority interest (1) (14) (5) (5)
------------ ------------ ------------ ------------
Net income (loss) under US GAAP US$ 6,107 Ps 64,913 Ps 11,701 Ps (354,997)
============ ============ ============ ============
Net income (loss) per share (basic
and diluted) under US GAAP US$ 0.038 Ps 0.399 Ps 0.07 Ps (2.18)
============ ============ ============ ============
Average common shares
outstanding (000's) 162,560 162,560 162,560 162,722
============ ============ ============ ============
(1) As mentioned in Notes 3g and 18, in accordance with Mexican GAAP the
Company has adopted the new guidelines of Bulletin D-3 related to the
recognition of payments upon termination of the labor relationship
(severance payment provision). As a result, in 2005 year the Company
recognized a liability and net cost for the period amounting to Ps 8,659.
The new Bulletin does not require the severance payment provision to be
applied retroactively. However, for US GAAP, for the years ended December
31, 2004 and 2003 the Company adjusted the income statement of those years
to retroactively apply this provision.
F-42
2005 2005 2004 2003
------------ ------------ ------------ ------------
Shareholders' equity under Mexican
GAAP US$ 94,263 Ps 1,001,827 Ps 935,461 Ps 975,761
------------ ------------ ------------ ------------
US GAAP adjustments:
Goodwill arising from entities
under common control (1,676) (17,809) (17,809) (19,530)
Amortization of goodwill 21,657 230,168 230,168 163,375
Goodwill impairment (15,596) (165,750) (165,750) (165,750)
Increase in book value of
Buildings held for sale
(Note 11) (763) (8,114) (8,114) -
Minority interest (53) (560) (546) (551)
------------ ------------ ------------ ------------
3,569 37,935 37,949 (22,456)
------------ ------------ ------------ ------------
Shareholders' equity under US GAAP US$ 97,832 Ps 1,039,762 Ps 973,410 Ps 953,305
============ ============ ============ ============
F-43
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:
2005 2005 2004 2003
------------ ------------ ------------ ------------
Operating income under Mexican
GAAP US$ 13,928 Ps 148,027 Ps 47,878 Ps 171,633
Amortization of goodwill arising
from entities under common
control - - 1,721 1,721
Other expenses, net (4,575) (48,618) (48,272) (71,720)
Provisions for contingent
arbitration losses - - - (370,335)
Amortization of other goodwill - - 66,793 84,708
Goodwill impairment - - - (165,750)
Increase in book value of
buildings held for sale
(Note 11) - - (8,114) -
Severance payment provision - - (8,499) (9,134)
Employee profit sharing (26) (276) (2,806) 451
------------ ------------ ------------ ------------
Operating income (loss) under
US GAAP US$ 9,327 Ps 99,133 Ps 48,701 Ps (358,426)
============ ============ ============ ============
The basic net (loss) income per common share is computed by dividing the net
income (loss) available to common shareholders by the weighted average number of
common shares outstanding.
Diluted net (loss) income per common share is computed by dividing the net
(loss) income available to common shareholders, adjusted on an "as if" converted
basis, by the weighted average number of common shares outstanding plus
potential dilutive securities.
For the years ended December 31, 2005, 2004 and 2003, there were no outstanding
potential dilutive securities of the Company.
F-44
EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS:
In December 2004, the FASB issued Statement of Financial Accounting Standards
No. 153, "Exchanges of Non-monetary Assets - an amendment of APB Opinion No. 29"
("SFAS 153"). SFAS 153 was also a result of the FASB's project to converge U.S.
accounting standards to International Accounting Standards. The guidance in APB
Opinion No. 29, "Accounting for Non-monetary Transactions," includes certain
exceptions to the principle that exchanges of non-monetary assets should be
measured based on the fair value of the assets exchanged. SFAS 153 eliminates
the exception for similar productive assets and replaces it with a general
exception for exchanges of non-monetary assets that do not have commercial
substance. SFAS 153 defines a non-monetary exchange as having commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. SFAS 153 will be effective for fiscal
periods beginning after June 15, 2005. The Company does not expect SFAS 153 to
have a material impact on its consolidated financial position, results of
operations or cash flows.
In May 2005, the FASB issued Statement No. 154. "Accounting Changes and Error
Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3"
("SFAS 154"). SFAS 154 replaces APB Opinion No.20, "Accounting Changes" and FASB
Statement No.3. "Reporting Accounting Changes in Interim Financial Statements,"
and changes the requirements for the accounting for and reporting of a change in
accounting principle. SFAS 154 requires restatement of prior period financial
statements, unless impracticable, for changes in accounting principle. The
retroactive application of a change in accounting principle should be limited to
the direct effect of the change. Changes in depreciation, amortization or
depletion methods should be accounted for as a change in accounting estimate.
Corrections of accounting errors will be accounted for under the guidance
contained in APB Opinion No.20. The effective date of this new pronouncement is
for fiscal years beginning after December 15, 2005 and prospective application
is required. The Company does not expect the adoption of SFAS 154 to have a
material impact on its consolidated financial statements.
NOTE 26 SUBSEQUENT EVENT
-------------------------
In 2002, Infored, S.A. de C.V. ("Infored") and Jose Gutierrez Vivo initiated an
arbitration proceeding against us, seeking rescission of contract and damages.
In March 2004, an arbitration panel of the International Chamber of Commerce
notified us of its decision to rescind the contract and award Infored and Mr.
Gutierrez Vivo, collectively, US$21.1 million, which represents the amount we
would have been required to pay under the contract. As a result of the damages
awarded in the arbitration proceeding with the Infored and Mr. Gutierrez Vivo
award, we recorded a provision for this contingent liability in the amount of
US$21.1 million as of December 31, 2003. For the years ended December 31, 2005
and 2004, we also recorded Ps 13.3 million and Ps 6.6 million, respectively, in
interest related to this provision. As of March 31, 2006, the provision amounted
to Ps 253.6 million. We successfully challenged the validity of the arbitration
award in Mexican courts. Although the arbitration award was initially set aside,
Infored and Mr. Gutierrez Vivo subsequently were granted an amparo, which in
effect overturned the initial decision. We challenged the amparo in another
proceeding, and on June 16, 2006, a Mexican court set aside and refused to
enforce in Mexico the arbitration award. As a result, the provision was reversed
and recorded as an extraordinary income item in June 2006.
F-45
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
----------- ------------------------------------------------------------------
1.1 Charter (Escritura Constitutiva), together with an English
translation (incorporated by reference to our Registration
Statement on Form F-1 (Reg. No. 333-63878) filed on June 4,
1993).
1.2 Amended and Restated Bylaws of Grupo Radio Centro, S.A. de C.V.,
dated April 22, 2005, filed as an English translation
(incorporated by reference to our Annual Report on Form 20-F
(Commission File No. 001-12090) filed on June 29, 2005).
2.1 Deposit Agreement, dated June 30, 1993, among Grupo Radio Centro,
S.A. de C.V., Citibank N.A. and holders from time to time of
American Depositary Receipts issued thereunder, including the
form of American Depositary Receipt (incorporated by reference to
our Registration Statement on Form F-6 (Reg. No. 333-8224) filed
on January 16, 1998).
3.1 Amended and Restated Controlling Trust Agreement, No. F/23020-1,
dated April 24, 1992, with amendments dated September 2, 1992,
May 18, 1993 and September 14, 1993, between certain members of
the Aguirre family and Bancomer, S.A., as trustee, together with
an English translation (incorporated by reference to our Annual
Report on Form 20-F (Commission File No. 001-12090) filed on
December 31, 1993).
3.2 Amended and Restated CPO Trust Agreement, dated as of June 27,
2003, between GE Capital Bank S.A., Institucion de Banca
Multiple, GE Capital Grupo Financiero, as CPO Trustee, and Grupo
Radio Centro, S.A. de C.V., filed as an English translation
(incorporated by reference to our Annual Report on Form 20-F
(Commission File No. 001-12090) filed on June 30, 2003).
3.3 Trust Agreement, dated June 3, 1998, among certain principal
shareholders of Grupo Radio Centro, S.A. de C.V., together with
an English translation (incorporated by reference to our Annual
Report on Form 20-F (Commission File No. 001-12090) filed on June
30, 1998).
4.1 Amended and Restated Public Deed, dated as of June 27, 2003 (the
"Amended and Restated CPO Deed"), filed as an English translation
(incorporated by reference to our Annual Report on Form 20-F
(Commission File No. 001-12090) filed on June 30, 2003).
4.2 Modifying Agreement, dated December 14, 1998, between Grupo Radio
Centro, S.A. de C.V. and Comercializadora Siete, S.A. de C.V.,
modifying Service Agreement, dated October 2, 1995 with respect
to XHFO-FM, together with an English translation (incorporated by
reference to our Annual Report on Form 20-F (Commission File No.
001-12090) filed on June 30, 1999).
4.3 Modifying Agreement, dated June 29, 2001, between Grupo Radio
Centro, S.A. de C.V. and Comercializadora Siete, S.A. de C.V.,
modifying Service Agreement, dated October 2, 1995, with respect
to XHFO-FM, together with an English translation (incorporated by
reference to our Annual Report on Form 20-F (Commission File No.
001-12090) filed on June 24, 2002).
4.4 Modifying Agreement, dated September 7, 2004, between Grupo Radio
Centro, S.A. de C.V. and Comercializadora Siete, S.A. de C.V.,
modifying Service Agreement, dated October 2, 1995, with respect
to XHFO-FM, filed as an English translation (incorporated by
reference to our Annual Report on Form 20-F (Commission File No.
001-12090) filed on June 29, 2005).
Exhibit
Number Description of Exhibit
----------- ------------------------------------------------------------------
4.5 Programming Services Agreement, dated December 23, 1998, among
Grupo Radio Centro, S.A. de C.V., Infored and Jose Gutierrez
Vivo, together with an English translation (incorporated by
reference to our Annual Report on Form 20-F (Commission File No.
001-12090) filed on June 30, 1999) (incorporated by reference to
our Annual Report on Form 20-F (Commission File No. 001-12090)
filed on June 30, 2003).
4.6 Loan Agreement, dated October 30, 2000, between Grupo Radio
Centro, S.A. de C.V. and Banco Inverlat, S.A., (the "Loan
Agreement") together with an English translation (incorporated by
reference to our Annual Report on Form 20-F (Commission File No.
001-12090) filed on May 9, 2001).
4.7 Letter Agreement, dated April 17, 2001, between Grupo Radio
Centro, S.A. de C.V. and Scotiabank Inverlat, S.A. (formerly
Banco Inverlat, S.A.), amending Loan Agreement, together with an
English translation (incorporated by reference to our Annual
Report on Form 20-F (Commission File No. 001-12090) filed on May
9, 2001).
4.8 Waiver and Amendment Letter, dated June 19, 2002, executed by
Scotiabank Inverlat and Grupo Radio Centro, S.A. de C.V. in
connection with the Loan Agreement (incorporated by reference to
our Annual Report on Form 20-F (Commission File No. 001-12090)
filed on June 24, 2002).
4.9 Amendment, dated December 10, 2002, to the Loan Agreement, filed
as an English translation (incorporated by reference to our
Annual Report on Form 20-F (Commission File No. 001-12090) filed
on June 30, 2003).
4.10 Amendment, dated December 3, 2003, to the Loan Agreement, filed
as an English translation (incorporated by reference to our
Annual Report on Form 20-F (Commission File No. 001-12090) filed
on July 2, 2004).
4.11 Amendment, dated as of June 29, 2004, to the Loan Agreement,
filed as an English translation (incorporated by reference to our
Annual Report on Form 20-F (Commission File No. 001-12090) filed
on July 2, 2004).
4.12 Waiver Letter, dated March 31, 2005, executed by Scotiabank
Inverlat, S.A. in connection with the Loan Agreement, filed as an
English translation (incorporated by reference to our Annual
Report on Form 20-F (Commission File No. 001-12090) filed on June
29, 2005).
4.13 Amendment, dated as of May 6, 2005, to the Loan Agreement, filed
as an English translation (incorporated by reference to our
Annual Report on Form 20-F (Commission File No. 001-12090) filed
on June 29, 2005).
4.14 Simple Credit Agreement, dated May 16, 2006, among Grupo Radio
Centro, S.A. de C.V, as borrower; Radio Centro Publicidad, S.A.
de C.V., GRC Publicidad, S.A. de C.V. and GRC Medios, S.A. de
C.V., as several obligors; Desarrollos Empresariales, S.A. de
C.V., Radiodifusion Red, S.A. de C.V., Inmobilaria Radio Centro,
S.A. de C.V. and Universal de Muebles e Inmuebles, S.A. de C.V.,
as guarantors; and GE Capital CEF Mexico, S. de R.L. de C.V. and
Banco Inbursa, S.A., Institucion de Banca Multiple, Grupo
Financiero Inbursa, as creditors, filed as an English
translation.
8.1 List of Subsidiaries of the Company.
12.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
12.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
13.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.