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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K
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|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 001-15151
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RADIO UNICA COMMUNICATIONS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 65-00856900
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
8400 NW 52ND STREET, SUITE 101
MIAMI, FLORIDA 33166
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 305-463-5000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, PAR
VALUE $.01
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. |X| YES |_| NO
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. |_|
AS OF MARCH 26, 2001, THERE WERE 21,290,402 SHARES OF COMMON STOCK, PAR VALUE
$.01 PER SHARE. BASED ON THE CLOSING PRICE ON MARCH 26, 2001 THE AGGREGATE
MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT WAS
APPROXIMATELY $83 MILLION.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE PROXY STATEMENT FOR THE 2001 ANNUAL MEETING, EXPECTED TO BE
FILED WITHIN 120 DAYS FROM THE COMPANY'S FISCAL YEAR-END, ARE INCORPORATED BY
REFERENCE INTO PART III.
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TABLE OF CONTENTS
PART I
Item 1. Business___________________________________________________________ 3
Item 2. Properties_________________________________________________________ 19
Item 3. Legal Proceedings__________________________________________________ 20
Item 4. Submission of Matters to a Vote of Security Holders________________ 20
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters______________________________________________ 22
Item 6. Selected Financial Data____________________________________________ 24
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations________________________________________ 25
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk______________________________________________________ 29
Item 8. Financial Statements and Supplemental Data_________________________ 30
Item 9. Changes in and Disagreements on Accounting and Financial Disclosure 52
PART III
Item 10. Directors and Executive Officers ________________________________ 52
Item 11. Executive Compensation_____________________________________________ 52
Item 12. Security Ownership of Certain Beneficial Owners and Management_____ 52
Item 13. Certain Relationships and Related Transactions_____________________ 52
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K___________________________________________________________ 53
PART I
THIS ANNUAL REPORT INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT"). ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT INCLUDED IN THIS
ANNUAL REPORT, INCLUDING, WITHOUT LIMITATION, THE STATEMENTS UNDER "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS",
"BUSINESS" AND ELSEWHERE HEREIN, REGARDING THE COMPANY OR ANY OF THE
TRANSACTIONS DESCRIBED HEREIN, INCLUDING THE EFFECTS OF SUCH TRANSACTIONS, ARE
FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS
REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT CAN GIVE NO
ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE BEEN CORRECT.
ITEM 1. BUSINESS
GENERAL
Radio Unica is the only national Spanish-language AM radio network in the
U.S., broadcasting 24-hours a day, 7-days a week. We began broadcasting our
network programming on January 5, 1998, producing 19 hours of live and first-run
celebrity-based news/talk, sports and information programming each weekday and
20 hours of such programming each weekend. With 17 Company-owned and/or operated
stations and our affiliated stations, our network reaches approximately 80% of
the U.S. Hispanic population. The Company-operated stations are located in 15 of
the top 20 U.S. markets in terms of Hispanic population. The markets in which we
maintain stations collectively account for approximately 68% of the total U.S.
Hispanic population.
Our uniform delivery of national programming to our stations 24 hours a
day differentiates us from other Spanish-language radio groups. Importantly, our
nationwide distribution allows us to produce high quality programming and spread
the cost of that programming over our large base of stations. Our network offers
advertisers the only Hispanic radio platform capable of delivering a consistent
and controlled message to a national audience. Additionally, our network allows
national advertisers to reach a large portion of the Hispanic population more
effectively and at a lower cost than would be the case if they had to purchase
advertising separately in each market.
We believe that our high quality, original programming gives us a
competitive advantage over other Spanish-language radio broadcasters in
marketing to the Hispanic audience. Popular Hispanic television and other well
known personalities host our programs and their broad appeal extends beyond any
particular Hispanic cultural or geographical boundaries. These national
personalities include Pedro Sevcec, Dr. Isabel Gomez-Bassols, Jorge Ramos,
Ricardo Brown, Ana Patricia Candiani, Hugo Cadelago and Mauricio Zeilic. We also
air segments featuring Cristina, the most popular Hispanic talk show host in the
U.S., and Maria Elena Salinas, the most recognized Hispanic female news anchor.
Our programming includes contemporary talk, entertainment and information
programs, news programs, hourly local and national newscasts, sports talk
programs, sports broadcasting, and other programming relevant to our national
Hispanic audience. Many of our radio programs are fully-interactive talk shows
that allow listeners nationwide to call in as active participants in the on-air
dialogue.
3
Live sporting events are an integral part of Radio Unica's network
programming, and we have acquired the broadcast rights in the United States to
numerous marquee sporting events. We have acquired the exclusive
Spanish-language radio rights for several of the most popular sporting events
among Hispanics, including Copa America 1999, 2001 and 2003, Copa Oro 2000,
2002, 2004 and 2006, the Summer Olympics in 2000 and 2004, the World Cup 2002
qualifying matches, the NBA Finals in 1999 and 2000, and Mexican National Team
and Mexican soccer league games. In addition to being an important part of our
programming, major sporting events are an important means of attracting
first-time listeners. To capture these first-time listeners, we sponsor major
promotional events in conjunction with our sports programming which serve to
solidify listener loyalty and raise awareness of the Radio Unica network.
THE HISPANIC MARKET OPPORTUNITY
We believe that Spanish-language radio targeting the Hispanic market will
continue to benefit from the following:
STRONG PROJECTED GROWTH AND GEOGRAPHIC CONCENTRATION OF THE HISPANIC
POPULATION. Hispanics represent the most rapidly growing segment of the U.S.
population. From 1989 to 2000, the Hispanic population increased from 23.7
million to 33.9 million, a 43% increase. The strong growth of the Hispanic
population is expected to continue, increasing approximately 50% by 2010, five
times the growth rate of the U.S. population as a whole. Additionally, the
Hispanic population is highly concentrated, with approximately 60% of all
Hispanics located in the top ten Hispanic markets. This concentration allows us
to cost effectively reach the majority of Hispanics through our existing network
platform.
As of the date of this report, the U.S. Census Department had distributed
certain limited 2000 U.S. Census data. Importantly, the total U.S. Hispanic
population is now reported to be 35.3 million or 12.5% of the total U.S.
population. Due to the fact that only limited data is available, the population
and demographic data throughout this report is based on industry estimates.
USE OF SPANISH AMONG HISPANICS. Spanish is the language spoken at home by
the majority of Hispanics, regardless of income or education. The number of
Hispanics who speak Spanish at home is expected to increase substantially from
over 21 million today. We believe that the continued use of Spanish among
Hispanics indicates that Spanish-language media has been and will continue to be
an important source of news, sports, information, advice and entertainment for
Hispanics.
ATTRACTIVE PROFILE OF HISPANIC CONSUMERS. The demographic profile of the
Hispanic audience makes it attractive to advertisers. We believe the larger size
(3.6 persons per household compared to the general public's average of 2.6
persons per household) and younger age of Hispanic households leads Hispanics to
spend more per household on many categories of consumer goods and services. For
example, Hispanic households spend more each year on food to be eaten at home,
children's clothing, footwear, phone services, and laundry and household
cleaning products than the average U.S. household.
INCREASING HISPANIC BUYING POWER. The US Hispanic buying power is an
estimated $443 billion in 2000, an increase of 105% since 1990. Hispanics are
expected to spend $965 billion by 2010, an increase of 129%. This increase is
five times the expected growth rate in expenditures by all consumers in the
United States.
GROWING USE OF SPANISH-LANGUAGE MEDIA BY ADVERTISERS. Advertising
expenditures to Hispanics grew from $730 million in 1992 to $2.4 billion in
2000, a compound annual growth rate of 16%. Although Hispanic consumers
represent approximately 7% of U.S. consumer spending, advertising targeting
Hispanics represents only 1% of total advertising expenditures. We believe that
the lack of Spanish-language media outlets relative to the size of the Hispanic
population has historically caused the differential between Hispanic consumer
spending and Spanish-language advertising expenditures. For example, in the
radio segment, there are approximately 536 Spanish-language commercial stations,
which constitute only 5% of all commercial radio stations in the United States,
although the Hispanic population comprises approximately 12% of the United
States population. With the increasing media access to this population, we
believe advertising expenditures will move closer towards parity with Hispanic
consumer spending. We also believe that advertisers who re-direct a portion of
their English-language budgets to Spanish-language media are able to increase
overall audience reach without incurring additional cost.
4
Furthermore, we believe that advertisers have found Spanish-language radio
advertising to be a particularly effective means to reach the growing Hispanic
audience. As a result, approximately 25% of Hispanic advertising expenditures in
2000 were directed to radio, a substantially higher percentage than radio's
overall share of national advertising expenditures.
OUR BUSINESS STRATEGY
Our strategy is to provide a leading national Spanish-language broadcast
network alternative to the major spanish-language television networks. To this
end, our business strategy is to:
CREATE POPULAR, NATIONAL, HIGH-IMPACT PROGRAMMING. Radio Unica's
programming is differentiated from other radio groups by its focus on topics and
issues relevant to today's Hispanic audience, its strong line-up of top Hispanic
personalities and its national reach. Radio Unica takes advantage of its
management's established relationships with talent, built over numerous years of
industry experience, to secure top personalities and to create high-impact
programming. In addition, management draws upon its expertise and established
track record of having created some of the most well-received Spanish-language
television programs, including the Univision programs SABADO GIGANTE and
CRISTINA. We believe that our access to talent and the programming expertise of
our senior management will continue to serve as a strong competitive advantage
in attracting advertisers and listeners.
FOSTER STRONG BRAND IDENTITY. We continue to build a strong brand identity
for our radio stations and network by promoting the Radio Unica name on-air,
using music that listeners associate with our radio stations and programs and by
engaging in a wide array of marketing and promotional activities. Our marketing
strategy includes personal appearances by on-air personalities, promotional
tie-ins with sporting events covered on our network and advertising on
Spanish-language television and billboards and in Spanish-language print media.
We believe a strong brand identity will allow us to retain and increase our
listening audience, continue to grow our advertiser base, and attract and retain
top talent.
FOCUS ON THE NEWS/TALK RADIO FORMAT. We will continue to focus on the
news/talk radio format which has broad listener appeal. News/talk programming
typically allows twice as many minutes of commercials per hour as music-based
formats. As a result, the news/talk format permits stations to capture a larger
share of advertising revenue relative to audience share. We believe that a
news/talk format is a more effective advertising medium than a music based
format, since the audience is actively listening and more attentive to the
programming. The news/talk format also enables on-air personalities to mention
the names of their station, program and network more frequently, which promotes
a high degree of name recognition and listener loyalty leading to higher ratings
and higher advertising revenue.
SELL ADVERTISING TO THE TOP 50 SPANISH-LANGUAGE ADVERTISERS. Our sales
strategy is to target the top 50 national Spanish-language advertisers who
collectively purchase the majority of Spanish-language network and national
advertising in the United States. We employ 14 in-house national sales people in
eight sales offices nationwide, as well as approximately 100 local sales people
situated throughout the markets where we own and/or operate stations. Our large,
in-house sales force allows us to maintain better control and accountability
over the sales process. We also believe that our sales force is important in
maintaining relationships with key advertisers and agencies and identifying new
advertisers. The combination of our commitment to pursue the largest
Spanish-language advertisers and our captive sales force has enabled us to
secure many premier national advertisers, including Procter & Gamble, Sears,
Wal-Mart, Chevrolet, Johnson & Johnson, Honda, Miller and Western Union.
MAINTAIN MODERN TECHNOLOGY AND REDUCE OPERATING COSTS. We operate
technologically advanced and automated nationwide production and delivery
systems which provide live programming via satellite to our owned and/or
operated and affiliate stations. At our modern production studios in Miami, we
produce substantially all of our radio programs, commercials and promotional
recordings. We deliver this programming to stations 24 hours a day via satellite
and our computer-based wide-area network. By employing modern technology and
producing and coordinating our programming from a centralized location, we are
able to operate with minimal staffing at our stations, thereby reducing
operating costs and increasing both quality of delivery and efficiency.
5
OUR EXPANSION STRATEGY
MAXIMIZE NETWORK REACH THROUGH OWNED/OPERATED AND AFFILIATE STATIONS. We
currently own and/or operate radio stations in the top 12 Hispanic markets and
in 3 other top 20 Hispanic markets. Our owned and operated stations reach
markets where approximately 68% of the Hispanic audience resides and our network
(including affiliates) reaches markets where approximately 80% of the Hispanic
audience resides. We seek to enter into agreements with affiliate stations in
smaller, less concentrated Hispanic markets so as to broaden the reach of our
network and increase its appeal to national advertisers while reducing the
amount of capital required to do so.
PURSUE STRATEGIC INFRASTRUCTURE UPGRADES. We continue to pursue signal and
other operational upgrades at our existing stations that will allow us to
enhance our market coverage. We are currently pursuing upgrades at our radio
stations in New York, Miami, Dallas, Denver, San Francisco, Sacramento and San
Diego. By expanding our market coverage at existing and acquired stations, we
believe we can further increase the Radio Unica audience and enhance the value
of our radio stations.
PROGRAMMING
Radio Unica's network programming is broadcast 24 hours a day, seven days
a week and is designed to appeal to the general Hispanic audience, including
Hispanics located in different geographic regions of the United States and from
varying cultural backgrounds. The news/talk radio format is a proven format used
by several major networks, including ABC Radio Networks, Westwood One and
Premiere Radio Networks. The share of the audience listening to stations with
this format has increased over the last several years and news/talk is one of
the most popular formats in the United States.
Radio Unica currently produces 19 hours per day of live and first-run
programming, Monday through Friday, at our network production studios in Miami.
Our daily schedule features programs hosted by celebrities, many of whom also
host or appear on popular shows on the Univision and Telemundo networks. These
on-air personalities create radio shows exclusively for Radio Unica. Cristina
and Maria Elena Salinas also host daily segments on the network.
Our programming includes:
MUY TEMPRANO. Hosted by Ricardo Brown and Ana Patricia Candiani, this show
focuses on a variety of issues, introducing various thought-provoking topics,
and allowing for plenty of listener participation. Ricardo Brown is one of the
most experienced Hispanic journalists in the country with more than 25 years in
English and Spanish media. Prior to joining Radio Unica, Brown was Chief
Correspondent at CBS TeleNoticias and was seen on Telemundo several times a
week. Ana Patricia Candiani is also the host for Telemundo program "OCURIO ASI".
Prior to arriving in the U.S., Candiani launched her career in media at Grupo
Acir and Radio Nuevo Leon in Monterrey, Mexico.
SEVCEC EN VIVO. Hosted by Pedro Sevcec, this talk show is devoted to
in-depth coverage of the top news stories of the day, other issues of importance
to the Hispanic population and interviews with prominent figures, Pedro Sevcec
was a senior reporter for Telemundo's popular TV news magazine, "OCURRIO ASI",
hosted his own talk show called SEVCEC and is now the Telemundo Network evening
news anchor.
DRA. ISABEL. This advice program hosted by Dr. Isabel Gomez-Bassols
focuses on such topics as family issues and personal relationships. Dr. Isabel
Gomez-Bassols is a noted psychologist and educator and makes frequent
appearances on such popular television shows as CRISTINA, and MIAMI AHORA.
EL GORDO Y EDUARD.H hosted by funnyman "El Gordo de Oro" Hugo Cadelago and
comedic actor Eduardo Ibarrola features non-stop humor, commentaries,
horoscopes, and focus on interactive audience participation. Hugo Cadelago,
better known to Hispanic audiences as "El Gordo" (the "Fat One"), has more than
20 years experience in both English and Spanish-language radio. Prior to joining
Radio Unica, Cadelago was the top rated Los Angeles afternoon spanish-language
AM radio host. Eduardo Ibarrola, is a well known radio and television
personality. Ibarrola has starred as a comedic actor in various highly rated
Hispanic soap operas.
6
UNICA EN DEPORTES. This sports talk show hosted by Jorge Ramos features
sports, talk, news and interviews appealing to Hispanic audiences. Jorge Ramos
has served as sports anchor for Telemundo since 1994 and in his career has
broadcast four World Cups. Joining Jorge is an experienced, well known team of
sports personalities. We have recently added Hugo Sanchez to our sports team.
Mr. Sanchez was the top ranked Mexican soccer player for 20 years and is well
regarded by Mexican soccer fans.
SPORTING EVENTS. During our major sporting events, we broadcast live,
play-by-play coverage and daily programs and interviews with players and
participants. We have obtained the exclusive United States Spanish-language
radio broadcasting rights for a number of popular sporting events including the
following:
SUMMER OLYMPICS 2000, 2004 AND 2008. Radio Unica has acquired the
Spanish-language radio broadcast rights in the United States for the 2000 and
2004 Summer Olympics and has a right of first refusal for the 2008 games. The
Olympic games are the highest profile sporting event in the world. Radio Unica's
2000 broadcasts - highlighted soccer, boxing and other events and athletes of
interest to Hispanics. We also utilized the universal awareness of the Olympics
to promote our brand and attract new listeners.
COPA AMERICA 2001 AND 2003. Copa America is the most popular international
soccer event for Hispanics after the World Cup and is held every other year.
This event is the oldest international soccer tournament and is a forum for
Latin Americans to listen to their teams compete against neighboring countries.
With South America and Mexico participating, this event offers the soccer fan
the opportunity to listen to some of the best soccer stars playing for their
national teams.
COPA ORO 2000, 2002, 2004 AND 2006. Copa Oro tournaments are held in the
alternate years from Copa America. Similar to Copa America, Copa Oro is an
international soccer event with countries in North and Central America
participating.
WORLD CUP 2002 QUALIFYING MATCHES. The World Cup is the most popular
soccer event in the world. These matches are of interest to the Hispanic
audience since they pit Latin American countries against each other in the
qualifying rounds in their quest for a World Cup trophy.
MEXICAN SOCCER. Radio Unica has the U.S. Spanish-language radio rights to
some of the most popular Mexican soccer league team games and the Mexican
national team games.
NBA FINALS 2000. Radio Unica broadcasted the 2000 NBA Finals and the 2000
All Star Game.
7
ADVERTISING REVENUE
Substantially all of our revenue is generated from the sale of network,
national and local advertising on our radio stations. The classes of advertising
are described in the following table:
CLASSES OF RADIO ADVERTISING
- ------------------------------------------------------------------------------------------------------
Network................................ Represents commercial air-time sold directly by a
network to a national advertiser to be aired during
"network" programming This unique type of advertising is
sold by a "networked" group of stations airing uniform
programming simultaneously over a significant portion of
the United States. English language networks with
capabilities similar to Radio Unica include ABC Radio
Networks, Westwood One and Premiere Radio Networks Radio
Unica sells this advertising time through its own
national sales force.
- ------------------------------------------------------------------------------------------------------
National Spot.......................... Represents commercial air-time sold to a national
advertiser within a specific local market. Most radio
stations and station groups sell this time through third
party independent representatives. Radio Unica sells
this advertising time through its own national sales
force.
- ------------------------------------------------------------------------------------------------------
Local Spot............................. Represents commercial air-time sold to an in-market
advertiser or advertising agency Local advertisers
consist primarily of local merchants and service
providers Radio Unica sells this time through its
station's local sales staff.
- ------------------------------------------------------------------------------------------------------
Sales of network and national advertising are made by our in-house
national sales force located in ten regional sales offices. Sales of local
advertising are made by our sales staffs located at each of our stations. We do
not use third party national representatives or "rep" firms. As a result, we
have more control over and greater accountability from our sales force. We also
believe that our sales force is important in maintaining relationships with key
advertisers and agencies and identifying new advertisers. We do not pass along
any of our network advertising revenue or pay cash compensation to our
affiliates.
Advertising rates charged by a radio station or network are based
primarily on the station's or network's ability to attract listeners and on the
attractiveness to advertisers of the station's or the network's listener
demographics. Rates vary depending upon a program's ability to increase sales
and popularity among an advertiser's target audience, the number of advertisers
seeking similar time slots, and the availability of alternative media in the
market. Radio advertising rates are generally highest during the morning and
afternoon drive-time hours.
8
RADIO UNICA NETWORK
Radio Unica's 17 owned and/or operated AM stations in 15 markets and
affiliate stations comprise a network that reaches approximately 80% of the
Hispanic population. We are the only national spanish-language AM radio network
available to advertisers targeting the fast growing Hispanic market. Radio
Unica's network is differentiated from other Spanish-language radio broadcasters
by its ability to deliver uniform programming to the national Hispanic audience
over a 24 hour period. We believe that advertisers prefer this delivery as it
allows them to reach a national audience in a consistent and controlled manner.
With one contract, advertisers can reach a large portion of the Hispanic
population at a cost lower than if they had to purchase advertising separately
in each market. Radio Unica offers advertisers the opportunity to associate
their advertising message with a particular national program that will
consistently be aired at a specific time. No other Spanish-language radio
broadcasters have this capability on a national level.
ADVANTAGES TO RADIO UNICA. Although our owned and/or operated stations
reach markets where approximately 68% of Hispanics reside, through our
affiliates we are able to increase our reach to approximately 80%. Our
affiliates have allowed us to cost-effectively expand our reach and appeal to
advertisers. Affiliates allow us to enter a market without the capital
expenditures that would be required in buying or building a station. Many of our
affiliates have branded themselves as Radio Unica stations which helps build
brand awareness and listener loyalty. Additionally, the network enables us to
share the cost of programming over our owned and operated stations. We believe
that this sharing of expenses allows us to invest a larger amount in programming
compared to our competitors.
ADVANTAGES TO AFFILIATES. Affiliate stations benefit by gaining access to
Radio Unica's high-impact programming, including programs hosted by some of the
most popular Hispanic personalities and live sporting events, which would be
prohibitively expensive to create or purchase on their own. In addition,
affiliates benefit from our national advertising campaigns and promotional
materials and access to our sales, marketing and operating expertise.
9
RADIO STATIONS
The following table sets forth certain information concerning the stations
owned and/or operated by the Company and their respective markets:
Hispanic Hispanic
Rank by Population in Population Population
Hispanic Market Company-owned Market as of % of as of % of
Population Served/Station or LMA in thousands) Total Market U.S. Hispanics
- ---------- ----------------- ----------- ------------- ------------ --------------
1 Los Angeles
KBLA (AM) Owned 6,928 40.6% 20.4%
2 New York
WWRU (AM) Owned 3,776 18.5% 11.1%
WJDM (AM) Owned
3 Miami
WNMA (AM) Owned 1,522 38.8% 4.5%
WAFN (AM) Owned
4 San Francisco/San Jose
KIQI (AM) Owned 1,424 20.1% 4.2%
5 Chicago
WNTD (AM) Owned 1,354 14.2% 4.0%
6 Houston
KXYZ (AM) Owned 1,312 25.3% 3.9%
7 San Antonio
KZDC (AM) Owned 1,167 55.0% 3.5%
8 Dallas/Ft. Worth
KAHZ (AM) Owned 928 15.7% 2.7%
9 McAllen/Brownsville
KVJY (AM) Owned 874 89.5% 2.6%
10 San Diego
KURS (AM) LMA/Option 803 27.3% 2.4%
11 Phoenix
KIDR (AM) Owned 783 20.4% 2.3%
12 Fresno
KWRU (AM) Owned 737 44.3% 2.2%
15 Sacramento
KATD (AM) Owned 678 19.8% 2.0%
16 Denver
KCUV (AM) Owned 447 13.4% 1.3%
20 Tucson
KQTL (AM) Owned 346 32.5% 1.0%
---------- -----------
Totals 23,079 68.1%
========== ===========
OWNED STATIONS
LOS ANGELES. Radio Unica's radio station KBLA(AM), broadcasting on 1580
kHz, serves the Los Angeles market, which has a population of approximately 17.1
million, of which approximately 6.9 million or 40.6% are Hispanic. In July 1998,
Radio Unica acquired substantially all of the assets used in the operation of
KBLA for a purchase price of approximately $21 million. The purchase of KBLA was
financed primarily through the proceeds from our senior discount notes. KBLA is
licensed at 50,000 watts during the daytime. KBLA's transmitter site is located
in Los Angeles and enables this station to reach substantially all of the Los
Angeles market.
10
NEW YORK. Radio Unica's radio station WWRU(AM), broadcasting on 1660 kHz
in the expanded band, serves the New York City market. The New York City market
has a population of approximately 20.4 million, of which approximately 3.8
million or 18.5% are Hispanic. In January 1999, Radio Unica acquired WWRU, along
with WJDM, KAHZ, Dallas/Fort Worth, and KIDR, Phoenix for a purchase price of
approximately $30 million. The purchase of WWRU and WJDM, KAHZ and KIDR were
financed primarily through the proceeds from our senior discount notes. WWRU is
licensed at 10,000 watts during the daytime. WWRU's transmitter is located in
Carlstadt, New Jersey and enables this station to reach substantially all of the
New York City market during the day. We have received Federal Communications
Commission ("FCC") approval to upgrade our night signal in New York City which
will provide us with significantly improved market coverage at night.
In connection with the acquisition of WWRU, Radio Unica also acquired
substantially all the assets used in the operation of WJDM(AM), broadcasting on
1530 kHz. WJDM is licensed at 1,000 watts during the daytime. Broadcast time on
this station has been sold to a third party through May 30, 2001. WJDM's
transmitter is located in Elizabeth, New Jersey. The Company currently operates
WWRU pursuant to special temporary authority ("STA") pending the submission by
the Company of an application for license to cover its outstanding construction
permit. The FCC first granted the STA on April 28, 1995 for a period of six
months and has granted successive six months extensions. The Company on February
14, 2001 requested an extension to July 16, 2001 of the current STA which
expired on February 16, 2001. The Company's permit to construct WWRU, which was
modified in 1999 to authorize improvement of the station's nighttime operations,
expires December 6, 2003. Upon completion of the new nighttime facilities of
WWRU, the Company will file a license application with the Commission. The
Company cannot predict when the FCC will grant the license application, once it
is filed. Upon grant of the license, the FCC will indicate a date by which the
Company must relinquish the license for WWRU or WJDM.
MIAMI. Radio Unica's radio station WNMA(AM), broadcasting on 1210 kHz,
serves the Miami market. This market has a population of approximately 3.9
million, of which approximately 1.5 million or 38.8% are Hispanic. In May 1998,
Radio Unica acquired WNMA for approximately $9 million. The purchase of WNMA was
financed primarily through the proceeds from the issuance of preferred stock as
well as the issuance of notes payable to one of our stockholders, Warburg,
Pincus Ventures. WNMA is licensed at 25,000 watts during the daytime. WNMA's
transmitter site is located in Miami Springs, Florida and enables this station
to reach substantially all of the Miami market. We expect to complete a signal
upgrade in 2001 that will extend the signal beyond the Miami market to another
county and increase our coverage of South Florida's Hispanic population by
approximately 10%.
In connection with the acquisition of WNMA, the Company acquired WAFN(AM),
broadcasting on 1700 kHz. Broadcast time on this station has been sold to a
third party. Based on the terms of the license for WAFN, Radio Unica must
relinquish the license of either WNMA or WAFN by May 13, 2003.
SAN FRANCISCO/SAN JOSE. Radio Unica's station KIQI(AM), broadcasting on
1010 kHz, serves the San Francisco/San Jose market. This market has a population
of approximately 7.1 million, of which approximately 1.4 million or 20.1% are
Hispanic. In April 1998, Radio Unica acquired Oro Spanish Broadcasting, Inc.,
the parent of the licensee of KIQI, for approximately $12 million. The purchase
of KIQI was financed primarily through the proceeds from the issuance of
preferred stock, the issuance of notes payable to the former owners of KIQI and
the issuance of notes payable to one of our stockholders, Warburg, Pincus
Ventures. Prior to the acquisition, Oro Spanish Broadcasting, Inc. operated the
station for approximately 17 years with a Spanish-language format. KIQI is
licensed at 10,000 watts during the daytime. KIQI's transmitter is located in
Oakland, California and enables this station to reach substantially all of the
San Francisco/San Jose market during the day. We expect to be able to
significantly upgrade the signal of this station by moving our Sacramento
station to the northeast. We believe that this process will take 12 to 18
months.
CHICAGO. Radio Unica's radio station WNTD(AM), broadcasting on 950 kHz,
serves the Chicago market. This market has a population of approximately 9.5
million, of which approximately 1.4 million or 14.2% are Hispanic. In May 1999,
Radio Unica acquired WNTD for approximately $16.8 million. The purchase of WNTD
was financed through the proceeds from our senior discount notes as well as
proceeds from borrowings under our revolving credit facility. WNTD is licensed
at 1,000 watts during the daytime. WNTD's transmitter is located in Chicago,
Illinois and enables this station to reach substantially all of the Chicago
market.
HOUSTON. Radio Unica's station KXYZ(AM), broadcasting on 1320 kHz, serves
the Houston market. This market has a population of approximately 5.2 million,
of which approximately 1.4 million or 25.3% are Hispanic. In March 1998, Radio
Unica acquired an 80% economic interest in KXYZ and acquired the remaining
interest in
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September 1998 for a total of approximately $6.4 million. The purchase of KXYZ
was financed primarily through the proceeds from our senior discount notes.
Prior to the acquisition, the station was operated for approximately 13 years
with a Spanish-language format. KXYZ is licensed at 5,000 watts during the
daytime. KXYZ's transmitter is located in Pasadena, Texas and enables this
station to reach substantially all of the Houston market.
SAN ANTONIO. Radio Unica's station KZDC(AM), broadcasting on 1250 kHz,
serves the San Antonio market. This market has a population of approximately 2.1
million, of which approximately 1.2 million or 55% are Hispanic. In June 2000,
Radio Unica acquired KZDC from Lotus Texas Ltd for approximately $1.8 million.
The purchase of KZDC was financed through the net proceeds from the initial
public offering. Prior to the acquisition, Radio Unica operated the station
under a local marketing agreement with Texas Lotus Ltd. KZDC is licensed at
5,000 watts during the daytime. KZDC's transmitter site is located in San
Antonio, Texas and enables this station to reach substantially all of the San
Antonio market.
DALLAS/FORT WORTH. Radio Unica's station KAHZ(AM), broadcasting on 1360
kHz, serves the Dallas/Fort Worth market. This market has a population of
approximately 5.9 million, of which approximately 928,000 or 15.7% are Hispanic.
KAHZ is licensed at 5,000 watts during the daytime. KAHZ's transmitter is
located in Fort Worth, Texas and enables this station to reach a significant
portion of the Dallas/Forth Worth market. We have received Federal
Communications Commission ("FCC") approval to upgrade the signal which will
provide us with significantly improved market coverage. We expect to complete
the upgrade in 12 months.
McALLEN/BROWNSVILLE. Radio Unica's station KVJY(AM) broadcasting on 840
kHz, serves the McAllen market. This market has a population of approximately
1.0 million, of which approximately 874,000 or 89.5% are Hispanic. In June 2000,
Radio Unica acquired KVJY from El Pistolon Investments, L.P. for approximately
$2.5 million. The purchase of KVJY was financed through the net proceeds from
the initial public offering. From February through May 2000, Radio Unica
operated the station under a local marketing agreement with El Pistolon
Investments, L.P. KVJY is licensed at 5,000 watts during the daytime. KVJY's
transmitter is located in Edinburg, Texas and enables the station to reach
substantially all of the McAllen/Brownsville market.
PHOENIX. Radio Unica's station KIDR(AM), broadcasting on 740 kHz, serves
the Phoenix market. This market has a population of approximately 3.8 million,
of which approximately 783,000 or 20.4% are Hispanic. KIDR is licensed at 1,000
watts during the daytime. KIDR's transmitter is located in Phoenix, Arizona and
enables this station to reach substantially all of the Phoenix market.
FRESNO. Radio Unica's station KWRU(AM) broadcasting on 940 kHz, serves the
Fresno market. This market has a population of approximately 1.7 million, of
which approximately 737,000 or 44.3% are Hispanic. In June 2000, Radio Unica
acquired KWRU from Harry Pappas for approximately $7.5 million. The purchase of
KWRU was financed through the net proceeds from the initial public offering as
well as through the issuance of shares of the Company's stock. From December
1999 through June 2000, Radio Unica operated the station under a local marketing
agreement with Harry Pappas. KWRU is licensed at 50,000 watts during the
daytime. KWRU's transmitter is located in Fresno, California and enables the
station to reach substantially all of the Fresno market.
SACRAMENTO. Radio Unica's station KATD(AM) broadcasting on 990 kHz, serves
the Sacramento market. This market has a population of approximately 3.4
million, of which approximately 678,000 or 19.8% are Hispanic. In October 2000,
Radio Unica acquired KATD from Peoples Radio, Inc. for approximately $5.0
million. The purchase of KATD was financed through the net proceeds from the
initial public offering as well as through the issuance of shares of the
Company's stock. KATD is licensed at 5,000 watts during the daytime. KATD's
transmitter is located in Pittsburgh, California and enables the station to
reach a significant portion of the Sacramento market. We are pursuing an upgrade
to improve the signal of the station by moving the transmitter site closer to
Sacramento.
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DENVER. Radio Unica's station KCUV(AM) broadcasting on 1150 kHz, serves
the Denver market. This market has a population of approximately 3.3 million, of
which approximately 447,000 or 13.4% are Hispanic. In January 2000, Radio Unica
acquired KCUV from Den-Mex LLC for approximately $2.8 million. The purchase of
KCUV was financed through the net proceeds from the initial public offering.
During 1999, Radio Unica operated the station under a local marketing agreement
with Den-Mex LLC. KCUV is licensed at 5,000 watts during the daytime. KCUV's
transmitter is located in Englewood, Colorado and enables the station to reach
substantially all of the Denver market. We are pursuing an upgrade to improve
the signal of the station.
TUCSON. Radio Unica's station KQTL(AM) broadcasting on 1210 kHz, serves
the Tucson market. This market has a population of approximately 1.1 million, of
which approximately 346,000 or 32.5% are Hispanic. In August 2000, Radio Unica
acquired KQTL from Cima Broadcasting LLC for approximately $3.3 million. The
purchase of KQTL was financed through the net proceeds from the initial public
offering. From April through July 2000, Radio Unica operated the station under a
local marketing agreement with Cima Broadcasting. KQTL is licensed at 10,000
watts during the daytime. KQTL's transmitter is located in Sahuarita, Arizona
and enables the station to reach substantially all of the Tucson market.
LOCAL MARKETING AGREEMENTS (OPERATED STATIONS)
SAN DIEGO. The Company operates station KURS(AM), broadcasting on 1040
kHz, in San Diego pursuant to a Local Marketing Agreement ("LMA") with Quetzel
Bilingual Comm., Inc. Pursuant to this LMA, the Company operates, and supplies
all programming for, this station. The term of this LMA is through December 31,
2001 with an option for a one-year extension. The Company's annual LMA payment
is $744,000. The Company has an option to purchase the assets of KURS. The
option is exercisable at periodic intervals from September 1, 2000 through
December 31, 2002. KURS is licensed at 390 watts during the daytime. KURS'
transmitter site is located in Cutler, California and enables this station to
reach substantially all of the San Diego market.
AFFILIATE STATIONS
Radio Unica has several affiliate radio stations. Under our arrangements
with these stations, they are generally required to carry a minimum of eight
hours per day of our network programming. Currently, our affiliates are
substantially exceeding this minimum, broadcasting an average of 13 hours of our
programming each weekday. Our arrangements typically provide that our
programming will include a certain number of minutes per hour of network
advertising to be sold by us. We do not pass along any of our network
advertising revenue or pay cash compensation to our affiliates. We also provide
our affiliates with marketing, sales and promotional support. The terms of these
arrangements are generally one to two years, but may be terminated earlier for
certain reasons. Some of these arrangements give us a right of first refusal to
buy the station if the station owner offers to sell it.
COMPETITION
Radio broadcasting is a highly competitive business. The financial success
of each of our radio stations depends, to a significant degree, upon our
audience ratings, our share of the overall radio advertising revenue within each
geographic market and the economic health of the market. In addition, our
advertising revenue depends upon the desire of marketers to reach our audience
demographic. Our radio stations compete for audience share and advertising
revenue directly with other FM and AM radio stations and with other media within
their respective markets, such as newspapers, broadcast and cable television,
magazines, billboard advertising, transit advertising, and direct mail
advertising. Some of these radio stations and networks also broadcast
Spanish-language talk radio. Our primary competitors are Univision, Telemundo,
Hispanic Broadcasting Corporation Entravision and Spanish Broadcasting System.
Many of these entities are larger and have significantly greater resources than
Radio Unica. Additionally, our Arbitron ratings for our stations are below the
ratings of our competitors. If a competing station converts to a format similar
to that of one of our stations, or if one of our competitors strengthens its
operations, our stations could suffer a reduction in ratings and advertising
revenue. The audience ratings and advertising revenue of our individual stations
are subject to change and any adverse change in a particular market could have a
material adverse effect on our operations. There is no ranking of
Spanish-language radio networks.
The Telecommunications Act of 1996 facilitates the entry of other radio
broadcasting companies into the markets in which we operate or may operate in
the future, some of which may be larger and have more financial resources than
Radio Unica. In addition, certain of our stations compete, and in the future
other stations of Radio Unica may compete, with combinations of stations
operated by a single operator. There can be no assurance that our
13
radio stations will be able to develop, maintain or increase their current
audience ratings and radio advertising revenue.
In addition to the competition faced by our radio stations, we face
competition from other providers of radio programs, including other radio
groups that offer Spanish-language programming. Our network also competes
with other radio networks and individual radio stations for the services of
talk show personalities. Competition from existing and new radio networks may
limit the growth and profitability of our network.
SEASONALITY
The Company's revenues and cash flow are expected to be typically lowest
in the first calendar quarter and highest in the fourth calendar quarter.
Seasonal fluctuations are common in the radio broadcasting industry and are due
primarily to fluctuations in consumer spending.
PATENTS, TRADEMARKS, LICENSES, FRANCHISES AND CONCESSIONS
In the course of its business, the Company uses various trademarks, names
and service marks, including its logos, in its advertising and promotions. The
Company believes the strength of its trademarks, trade names and service marks
are important to its business and intends to continue to protect and promote its
marks as appropriate. The Company does not hold or depend upon any material
patent, government license, franchise or concession, except the broadcast
licenses granted by the FCC.
FEDERAL REGULATION OF RADIO BROADCASTING
The ownership, operation and sale of radio stations are subject to
regulation by the FCC. The FCC regulates radio broadcast stations under
authority granted by the Communications Act of 1934, as amended (the
"Communications Act"). Among other things, the FCC:
- assigns frequency bands for broadcasting;
- determines the particular frequencies, locations and power of stations;
- issues, renews, revokes and modifies station licenses;
- determines whether to approve changes in ownership or control of station
licenses;
- regulates equipment used by stations;
- imposes regulations and takes other action to prevent harmful
interference between stations;
- adopts and implements regulations and policies that directly or
indirectly affect the ownership, management, programming, operation and
employment practices of stations; and
- has the power to impose penalties for violations of its rules or the
Communications Act.
In February 1996, Congress enacted the Telecommunications Act of 1996 to
amend the Communications Act. The Telecommunications Act, among other measures,
directed the FCC to:
- eliminate the national radio ownership limits;
- liberalize the local radio ownership limits as specified in the
Telecommunications Act;
- issue broadcast licenses for periods of up to eight years; and
- eliminate the opportunity for the filing of competing applications
against broadcast license renewal applications.
In the Balanced Budget Act of 1997, Congress authorized the FCC for the
first time to conduct auctions for the awarding of construction permits for
commercial radio and television stations. To settle already pending mutually
14
exclusive applications without auctions, Congress directed the FCC to waive
existing rules as necessary. The FCC has begun to implement these provisions.
While Radio Unica is not a participant in any implementation proceeding, this
recent action should result in the awarding of construction permits for
additional radio stations, some of which might compete with Radio Unica's radio
stations.
LICENSE GRANTS AND RENEWALS. The Communications Act provides that a
broadcast license may be granted to an applicant if the grant would serve the
public interest, convenience and necessity, subject to limitations referred to
below. In deciding whether to grant a license, the FCC considers the legal,
technical, financial and other qualifications of the applicant, including
compliance with the Communications Act's limitations on alien ownership,
compliance with various rules limiting common ownership of broadcast, cable and
newspaper properties, and the "character" of the licensee and those persons
holding "attributable" interests in the licensee. Broadcast licenses are granted
for specific periods of time and, upon application, are renewable for additional
periods of time. The Telecommunications Act amended the Communications Act to
provide that broadcast licenses be granted, and thereafter renewed, for
successive terms of up to eight years each, if the FCC finds that the public
interest, convenience, and necessity would be served by the renewal .
Generally, the FCC renews broadcast licenses without a hearing. The
Telecommunications Act requires the FCC to grant an application for renewal of a
broadcast license if:
- the station has served the public interest, convenience and necessity;
- there have been no serious violations by the licensee of the
Communications Act or the rules and regulations of the FCC; and
- there have been no other violations by the licensee of the
Communications Act or the rules and regulations of the FCC which, taken
together, would constitute a pattern of abuse.
Accordingly, the FCC does not entertain competing applications against
broadcast license renewal applications. The Telecommunications Act provides that
if the FCC, after notice and an opportunity for a hearing, decides that the
requirements for renewal have not been met and that no mitigating factors
warrant lesser sanctions, it may deny a renewal application. Only after denying
an application for renewal may the FCC accept applications by third parties to
operate on the frequency of the former licensee. The Communications Act
continues to authorize the filing of petitions to deny against the renewal of
broadcast license applications during particular periods of time following the
filing of renewal applications. Petitions to deny can be used by interested
parties, including members of the public, to raise issues concerning the
qualifications of the renewal applicant.
There are no renewal applications currently pending for any of Radio
Unica's broadcast licenses. Radio Unica does not anticipate any material
difficulty in obtaining license renewals for full terms in the future, however,
there can be no assurance that the licenses of each of our stations will be
renewed or will be renewed without conditions or sanctions.
The FCC or its staff may reconsider its renewal of an application during
specified time periods on their own motion or by request of the petitioner, and
the petitioner may also appeal within a certain period actions by the FCC to the
U.S. Court of Appeals. If the FCC does not, on its own motion, or upon a request
by an interested party for reconsideration or review, review a staff grant or
its own action within the applicable time periods, and if no further
reconsideration, review or appeals are sought within the applicable time
periods, an action by the FCC or its staff becomes a "Final Order."
15
LICENSE ASSIGNMENTS AND TRANSFERS OF CONTROL. The Communications Act
prohibits the assignment of an FCC license or the transfer of control of a
corporation holding such a license without the prior approval of the FCC.
Applications to the FCC for such assignments or transfers are subject to
petitions to deny by interested parties and must satisfy requirements similar to
those for renewal and new station applications, such as the various FCC rules
limiting common ownership of media properties in a given market. Many
transactions involving radio stations provide, as a waivable pre-condition to
closing, that the FCC consent to the transaction has become a "Final Order."
OWNERSHIP RULES. Rules of the FCC limit the number and location of
broadcast stations in which one licensee may have an attributable interest.
"Attributable interests" are discussed in greater detail below. The FCC,
pursuant to the Telecommunications Act, eliminated the previously existing
"national radio ownership rule." Consequently, there now is no limit imposed by
the FCC on the number of radio stations one party may own nationally.
The "local radio ownership rule" limits the number of stations in a radio
market in which any one individual or entity may have a control position or
attributable ownership interest. Under the Telecommunications Act, the FCC
revised its rules to set the local radio ownership limits as follows:
- in markets with 45 or more commercial radio stations, a party may
own up to eight commercial radio stations, no more than five of
which are in the same service (AM or FM);
- in markets with 30-44 commercial radio stations, a party may own up
to seven commercial radio stations, no more than four of which are
in the same service;
- in markets with 15-29 commercial radio stations, a party may own up
to six commercial radio stations, no more than four of which are in
the same service; and
- in markets with 14 or fewer commercial radio stations, a party may
own up to five commercial radio stations, no more than three of
which are in the same service, provided that no party may own more
than 50% of the commercial stations in the market.
FCC cross-ownership rules also prohibit one party from having attributable
interests in a radio station and a daily newspaper in the same market and
restrict the number of radio and television stations a party may own in the same
geographic area, although such limits may be waived by the FCC. The "radio
television cross-ownership rule", permits common ownership of up to two
television stations and up to six radio stations or one television station and
seven radio stations in any market where at least 20 independently owned media
voices remain in the market. A party is permitted to own up to two television
stations and up to four radio stations in any market where at least 10 voices
remain after the combination is effected and to own up to two television
stations and one radio station regardless of the number of voices in the market.
Media voices include other radio stations, television stations, daily newspapers
and cable systems but do not include low power radio or low power television
stations. The FCC is presently evaluating its radio/ newspaper cross-ownership
rule. Radio Unica cannot predict whether the FCC will adopt any change in this
rule.
On December 6, 2000, the FCC adopted a Notice of Proposed Rulemaking
seeking comment on whether and how to modify themethods used in counting radio
stations for purposes of applying the multiple and cross-ownership rules. Under
the current rule, the FCC defines a radio market based on overlapping signal
contours. The FCC has requested comment on a number of alternative methods for
defining a radio market, including but not limited to: relying on a commercially
determined market definition service such as Arbitron; counting only those
stations that overlap a certain percentage of the contour of one or more
mutually overlapping stations; and counting only those stations whose contours
overlap or intersect the overlap area of the principal city contours of the
stations whose ownership is being merged. The FCC has not proposed to apply any
counting methodology changes retroactively to existing ownership combinations.
Radio Unica, however, cannot predict what, if any, methodology changes will be
made by the FCC and cannot predict whether any such changes will affect Radio
Unica's ability to acquire additional radio stations in the future.
ATTRIBUTION RULES. All holders of attributable interests must comply with,
or obtain waivers of, the FCC's multiple and cross-ownership rules. Under the
current FCC rules, an individual or other entity owning or having voting control
of 5% or more of a corporation's voting stock is considered to have an
attributable interest in
16
the corporation and its stations, except that banks holding such stock in their
trust accounts, investment companies, and certain other passive interests are
not considered to have an attributable interest unless they own or have voting
control over 20% or more of such stock. An officer or director of a corporation
or any general partner of a partnership also is deemed to hold an attributable
interest in the media entity. Since 1984, whenever a single shareholder holds a
majority of the voting stock of a corporate licensee, the FCC has considered
other shareholders of the licensee, unless they are also officers or directors
of the licensee, exempt from attribution. Recently, the FCC repealed this
single-majority-shareholder exception to the attribution of broadcast interests,
but grandfathered minority shareholdings acquired before December 14, 2000.
Holders of non-voting stock generally will not be attributed an interest
in the issuing entity, and holders of bona fide debt and instruments such as
warrants, convertible debentures, options, or other non-voting interests with
rights to conversion to voting interests generally will not be attributed such
an interest unless and until the conversion is effected.
Under the "Equity/Debt Plus" attribution rule, however, if the holder of
an otherwise non-attributable interest is either (1) a "major program supplier"
or (2) a same-market media entity subject to the broadcast multiple ownership
rules, its interest in a licensee or other media entity will be attributed if
the total interest (aggregating both debt and equity) exceeds 33 percent of the
total asset value of the licensee or media entity. A "major program supplier" is
defined as any entity that provides more than 15 percent of a station's total
weekly broadcast programming hours.
Under current FCC rules, any stockholder of Radio Unica with 5% or more of
the outstanding votes (except for qualified institutional investors, for which
the 20% threshold is applicable), will be considered to hold attributable
interests in Radio Unica. Such holders of attributable interests must comply
with or obtain waivers of the FCC's multiple and cross-ownership rules.
Currently, none of the attributable stockholders, officers or directors of Radio
Unica have any other media interests besides those of Radio Unica that implicate
the FCC's multiple ownership limits except that affiliates of Warburg, Pincus
Ventures hold interests in several daily newspapers none of which is published
in communities served by Radio Unica stations.
The FCC will consider a radio station providing programming and sales on
another local radio station pursuant to a local marketing agreement to have an
attributable ownership interest in the other station for purposes of the FCC's
radio multiple ownership rules. In particular, a radio station is not permitted
to enter into a local marketing agreement giving it the right to program more
than 15% of the broadcast time, on a weekly basis, of another local radio
station which it could not own under the FCC's local radio ownership rules.
Same-market local marketing agreements are also subject to the FCC's prohibition
against common ownership of a radio station and a local daily newspaper.
ALIEN OWNERSHIP LIMITS. Under the Communications Act, broadcast licenses
may not be granted, transferred or assigned to any corporation of which more
than one-fifth of the capital stock is owned of record or voted by aliens, who
consist of non-U.S. citizens or entities or their representatives or foreign
governments or their representatives or by foreign corporations. Where the
corporation owning the license is controlled by another corporation, the parent
corporation cannot have more than one-fourth of its capital stock owned of
record or voted by aliens, if the FCC finds it in the public interest to refuse
or revoke the license. The FCC has issued interpretations of existing law under
which these ownership restrictions in slightly modified form apply to other
forms of business organizations, including general and limited partnerships. The
FCC also prohibits a licensee from continuing to control broadcast licenses if
the licensee otherwise falls under alien influence or control in a manner
determined by the FCC to be in violation of the Communications Act or contrary
to the public interest.
17
PROGRAMMING REQUIREMENTS. While the FCC has relaxed or eliminated many of
its regulatory requirements related to programming and content, radio stations
are still required to broadcast programming responsive to the problems, needs
and interests of the stations' service areas and must comply with various rules
promulgated under the Communications Act that regulate political broadcasts and
advertisements, sponsorship identifications, indecent programming and other
matters. Failure to observe these or other FCC rules can result in the
imposition of monetary forfeitures, in the grant of a "short" (less than full
term) license term or, where there have been serious or a pattern of violations,
license revocation. The FCC also has imposed equal employment opportunity rules
on licensees. Under recently revised equal employment opportunity rules,
broadcast licensees, such as Radio Unica were required to not discriminate in
hiring practices, to file certain employment reports annually and at other
times, to certify compliance with the rules, and to conduct "broad outreach" in
their recruiting efforts by widely disseminating information regarding job
openings. On January 16, 2001, the United States Court of Appeals for the D.C.
Circuit found unconstitutional and vacated the revised equal employment
opportunity rules that required licensees to conduct "broad outreach" in their
recruitment efforts. On March 2, 2001, the FCC petitioned the D.C. Circuit for a
partial rehearing. In the meantime, the FCC has suspended its equal employment
opportunity outreach program rules. Broadcast licensees, such as Radio Unica,
however, still must afford equal opportunity in employment to all qualified
persons.
AGREEMENTS WITH OTHER BROADCASTERS. Over the past several years a
significant number of broadcast licensees, including Radio Unica, have entered
into cooperative agreements with other stations in their markets. One typical
example is a local marketing agreement between two separately or co-owned
stations, whereby the licensee of one station programs substantial portions or
all of the broadcast day on the other licensee's station, subject to ultimate
editorial and other controls being exercised by the latter licensee, and sells
advertising time during such program segments for its own account. The FCC has
held that local marketing agreements do not per se constitute a transfer of
control and are not contrary to the Communications Act provided that the
licensee of the station maintains ultimate responsibility for and control over
of its broadcast station. As is the case with Radio Unica in certain
circumstances the local marketing agreement is entered into in anticipation of
the sale of the station, with the proposed acquirer providing programming for
the station while the parties are awaiting the necessary regulatory approvals to
the transaction.
FCC rules also prohibit a radio licensee from simulcasting more than 25%
of its programming on other radio stations in the same broadcast service (i.e.,
AM-AM), whether it owns both stations or operates one or both through a LMA,
where such stations serve substantially the same geographic area as defined by
the stations' principal community contours. One exception to the simulcast rule
permits unlimited simulcasting on an expanded band AM station of the programming
of a corresponding commonly owned non-expanded band AM station in the same
market. Radio Unica formerly took advantage of the FCC's exception to the
general rule for simulcasting on an expanded band station (WAFN) in order to
simulcast in Miami.
LOW POWER RADIO BROADCAST SERVICE. On January 20, 2000, the FCC adopted
rules creating a new, low power FM radio service. These rules became effective
on April 17, 2000. This new radio service consists of two classes of low FM
stations: one class with a maximum power of 100 watts that could reach an area
with a radius of approximately three and a half miles; and another with a
maximum power level of 10 watts that could reach an area with a radius of one to
two miles. This new service will be exclusively noncommercial, and the stations
will operate throughout the FM band. Existing licensees, like Radio Unica, are
prohibited from owning or having a relationship with these new low power FM
radio stations. In December 2000, the FCC announced the first group of
noncommercial educational applicants that are eligible for new low power FM
radio licenses. Pursuant to legislation enacted by the 106th Congress, these
applicants currently are only eligible for licenses if the low power FM stations
fully protect full service FM and FM translator stations authorized on
third-adjacent channels. A bill recently introduced in the United States Senate,
however, would require the FCC to license low power FM stations even if the
stations violated third-adjacent channel protections. Under this proposed
legislation, full service radio licensees that experience harmful interference
from low power FM radio stations could complain to the FCC and seek damages.
Implementation of this low power radio service will provide an additional audio
programming service that could compete with Radio Unica's stations for
listeners. In addition, if the proposed legislation were enacted, Radio Unica
could experience interference from low power FM radio stations. Radio Unica
cannot predict whether this recently introduced legislation will be enacted or
what effect the low power FM service will have on its operations.
18
PROPOSED REGULATORY CHANGES. The Congress and the FCC have under
consideration, and may in the future consider and adopt, new laws, regulations
and policies regarding a wide variety of matters that could, directly or
indirectly:
- affect the operation, programming, technical requirements, ownership
and profitability of Radio Unica and its radio broadcast stations;
- result in the loss of audience share and advertising revenues of
Radio Unica's radio broadcast stations;
- affect the ability of Radio Unica to acquire additional radio
broadcast stations or finance such acquisitions;
- affect cooperative agreements and/or financing arrangements with
other radio broadcast licensees; or
- affect Radio Unica's competitive position in relationship to other
advertising media in its markets.
Such matters include, for example:
- changes to the license, authorization and renewal process;
- proposals to revise the FCC's equal employment opportunity rules in
response to the recent action by the United States Court of Appeals
for the D.C. Circuit and other matters relating to minority and
female involvement in broadcasting;
- proposals to alter the benchmark or thresholds for attributing
ownership interest in broadcast media;
- proposals to change rules or policies relating to political
broadcasting;
- changes to technical and frequency allocation matters, including
those relative to the implementation of digital audio broadcasting
on both a satellite and terrestrial basis;
- proposals to restrict or prohibit the advertising of beer, wine and
other alcoholic beverages on radio;
- changes in the FCC's multiple ownership, alien ownership and
cross-ownership policies; and
- proposals to limit the tax deductibility of advertising expenses by
advertisers.
Although Radio Unica believes the foregoing discussion is sufficient to
provide the reader with a general understanding of all material aspects of FCC
regulations that affect Radio Unica, it does not purport to be a complete
summary of all provisions of the Communications Act or FCC rules and policies.
Reference is made to the Communications Act, FCC rules, and the public notices
and rulings of the FCC for further information.
EMPLOYEES
As of December 31, 2000, the Company employed approximately 345 full-time
employees. As of such date, none of the Company's employees were represented by
unions. Management believes that its relations with its employees are good.
ITEM 2. PROPERTIES
The Company's corporate headquarters is located in Miami, Florida. The
types of properties required to support each of the Company's owned and operated
stations and stations operated under LMAs include land, office space,
broadcasting studios and towers where broadcasting transmitters and antenna
equipment are located. The Company leases space in the building housing its
corporate headquarters under a lease expiring in 2004. The land, broadcasting
studios and office space of the Company's owned and operated stations and of the
stations operated by the Company under LMAs are located in leased facilities
with lease terms expiring at various dates through December 2023.
The Company owns the transmitter, building and equipment and, in certain
markets, the building and land for each of its owned and operated stations. The
transmitter sites for the Company's stations are material to the
19
Company's overall operations. Management believes that the Company's properties
are in good condition and are suitable for its operations, however, the Company
continually seeks opportunities to upgrade its properties.
ITEM 3. LEGAL PROCEEDINGS
The Company is not currently involved in any material litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the directors
and executive officers of the Company and certain key employees of Radio Unica
Network, Inc.
NAME AGE POSITION
- ------------------------------- ---------- ----------------------------
Joaquin F. Blaya 55 Chairman of the Board and
Chief Executive Officer
Jose C. Cancela 43 President and Director
Steven E. Dawson 37 Chief Financial Officer,
Executive Vice President,
Secretary and Director
Andrew C. Goldman 53 Executive Vice President,
Business Affairs and Director
Blaine R. Decker 49 Executive Vice President,
Network Sales
Omar Marchant 65 Vice President,
Programming of
Radio Unica Network, Inc.
Adriana Grillet 47 Vice President of
Promotions, Affilliate
Relations and Community
Affairs of Radio Unica
Network, Inc.
Roy Pressman 47 Vice President,
Engineering of
Radio Unica Network, Inc.
Manuel Borges 32 Vice President of Finance
Leonard S. Coleman Jr. 52 Director
Richard Dillon 67 Director
Sidney Lapidus 63 Director
John D. Santoleri 37 Director
20
JOAQUIN F. BLAYA. Mr. Blaya has been Chairman of the Board of Directors and
Chief Executive Officer of the Company since August 1997. From 1995 through
1996, Mr. Blaya served as the President of Solomon International Latino, the
Latin American division of Solomon International Enterprises, an international
telecommunications company. From 1992 through 1995, Mr. Blaya was the President,
Chief Executive Officer and a member of the Board of Directors of Telemundo, the
second largest U.S. Spanish-language television network. Prior to that, Mr.
Blaya was employed by Univision since 1971 in various positions, the latest
being President and a member of Univision's Board of Directors.
JOSE C. CANCELA. Mr. Cancela has been President of the Company since September
1998. He initially joined the Company in July 1998 serving as President,
Network. From 1992 through 1998, Mr. Cancela served as Executive Vice President
of Telemundo, responsible for the overall management of Telemundo's owned and
operated television stations in Puerto Rico and Miami. From 1990 to 1992, Mr.
Cancela was the Vice President of the Univision Southwest Station Group.
STEVEN E. DAWSON. Mr. Dawson has been Chief Financial Officer, Executive Vice
President, Secretary and a Director of the Company since August 1997. From 1991
through 1997, Mr. Dawson was employed by Telemundo in several positions, the
most recent being Vice President, Finance and Controller. Prior to that, Mr.
Dawson was employed at Coopers & Lybrand since 1986. Mr. Dawson is a Certified
Public Accountant.
ANDREW C. GOLDMAN. Mr. Goldman has been a Director and Executive Vice President,
Business Affairs of the Company since August 1997. Mr. Goldman served in
different capacities for Univision from 1981 to 1993 including as Executive Vice
President and President of Galavision. Prior to joining Univision, Mr. Goldman
was the Senior Vice President of Marketing at Teleprompter Corporation. Mr.
Goldman has served as President and Director of Cable Television Administration
and Marketing Society (CTAM), and as Founder and Director of the Cable
Advertising Bureau (CAB).
BLAINE R. DECKER. Mr. Decker has served as the Company's Executive Vice
President, Network Sales since October 1997. He was previously employed by
KWHY-TV Los Angeles as General Sales Manager from November 1995 through October
1997. From February 1984 through February 1995, Mr. Decker was employed by
Univision as Senior Vice President, Network Sales and in other management
positions. Prior to joining Univision, Mr. Decker was employed by Arbitron
Ratings Company as Vice President of Sales and Marketing from January 1980
through February 1984.
OMAR MARCHANT. Mr. Marchant has served as Radio Unica Network, Inc.'s Vice
President, Programming and as Creative Director since September 1997. Mr.
Marchant has been employed in various media-related capacities including TV
host, radio disc jockey, radio director, producer and creator of jingles and
producer of TV specials for the Latin and general market. Additionally, Mr.
Marchant served as Senior Vice President and Creative Director for Telemundo
from June 1992 through July 1994 and as Vice President and Director of
Promotions and Special Events or in other capacities for Univision from
September 1972 through July 1994.
ADRIANA GRILLET. Ms. Grillet has served as Radio Unica Network, Inc's Vice
President of Promotions, Affilliate Relations and Community Affairs since
January 2001. From August 1997 through December 2000 Ms. Grillet served as Radio
Unica Network, Inc.'s Vice President, Affiliate Relations. Ms. Grillet had
previously served as Director of Affiliate Relations for Caracol (Latino
Broadcasting Company) from April 1996 through July 1997 and CBS Americas from
February 1992 through April 1996. From 1992 through 1996 Ms. Grillet also served
as a program production consultant at WADO-NY and from 1988 through 1992 as
Senior Program Producer.
ROY PRESSMAN. Mr. Pressman has served as Radio Unica Network, Inc.'s Vice
President, Engineering since December 1997. Mr. Pressman has over 20 years of
experience in building and managing radio station facilities. From August 1997
to December 1997, Mr. Pressman served as Director of Engineering at Clear
Channel Communications, Inc. ("Clear Channel"). He was employed as Vice
President, Engineering at Paxson Communications Corp., the predecessor to Clear
Channel, from August 1993 to July 1997. Prior to that, Mr. Pressman was employed
as Director of Engineering at Gilmore Broadcasting, Inc.
21
MANUEL BORGES. Mr. Borges has served as Vice President of Finance since February
2000. From July 1998 through January 2000, Mr. Borges served as Director of
Finance. From October 1992 through July 1998, Mr. Borges was employed at
PriceWaterhouseCoopers LLP where he held several positions, the most recent
being Manager in the Business Assurance practice. Mr. Borges is a Certified
Public Accountant.
LEONARD S. COLEMAN JR. Mr. Coleman, a Director of the Company since November 18,
1999, has served as Senior Advisor of Major League Baseball since 1999. From
1994 to 1999, Mr. Coleman was president of the National League of Major League
Baseball. He previously served in the New Jersey government cabinet as
Commissioner of Energy and as Commissioner of the New Jersey Department of
Community Affairs. Mr. Coleman also currently serves on the Board of Directors
of the Omnicom Group, H.J. Heinz Company, Cendant Corporation, Owens Corning and
New Jersey Resources. He is also a director of the Advisory Board of the Martin
Luther King, Jr. Center for Non-Violent Social Change; The Metropolitan Opera;
The Schumann Fund; the Children's Defense Fund and Seton Hall University. Mr.
Coleman is also Chairman of the Jackie Robinson Foundation.
RICHARD DILLON. Mr. Dillon, a Director of the Company since November 18, 1999,
has been a Chairman of Dillon, Allman & Partners, a marketing agency that
specializes in the healthcare industry, since January 1999. Prior thereto, Mr.
Dillon founded Mendoza Dillon, an advertising agency specializing in the U.S.
Hispanic market in 1976, which he sold in 1988. Prior to establishing his
company, Mr. Dillon was President of Johnson & Johnson, Mexico, and held senior
marketing and management positions with General Foods in the U.S. and Mexico. He
also served as President of Squibb Beechnut Life Savers, Canada.
SIDNEY LAPIDUS. Mr. Lapidus, a Director of the Company since September 1998, is
a Managing Director and a member of Warburg, where he has been employed since
1967. Mr. Lapidus is also a director of Caribiner International, Inc., Grubb &
Ellis Company, Information Holdings Inc., Journal Register Company, Lennar Corp.
and several private companies.
JOHN D. SANTOLERI. Mr. Santoleri has been a Director of the Company since August
1997. Mr. Santoleri is a Managing Director and a member of Warburg, Pincus &
Company LLC ("Warburg") where he has been employed since 1989. Warburg is the
managing entity of Warburg, Pincus Ventures, L.P., the Company's controlling
stockholder. Prior to joining Warburg, Pincus, he was a Vice President of The
Harlan Company, a New York-based real estate consulting and investment banking
boutique. Mr. Santoleri is a Director of Cephren, Inc., Radiowave.com, and
Tradiant, Inc. He also serves on the board of directors of Children for Children
Foundation and is a member of the stewardship committee of St. James' Church in
Manhattan.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET PRICE FOR COMMON STOCK
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "UNCA". The following table sets forth (the period subsequent to the
Company's IPO date of October 19, 1999) the high and low closing prices per
share as reported by the Nasdaq National Market.
YEAR ENDED DECEMBER 31, 1999
HIGH LOW
Fourth Quarter $32.00 $22.94
YEAR ENDED DECEMBER 31, 2000
HIGH LOW
First Quarter $30.63 $ 9.88
Second Quarter 12.00 3.94
Third Quarter 8.06 3.88
Fourth Quarter 4.31 2.25
As of March 22, 2001 there were approximately 23 stockholders of record.
The Company believes it has more than 2,000 beneficial owners of its common
stock.
22
DIVIDEND POLICY
The Company has never paid or declared any cash dividends on its common
stock and has no plans to do so in the foreseeable future. The Company currently
intends to retain future earnings, if any, to finance the expansion of its
business. Future dividends, if any, will depend on, among other things, the
Company's results of operations, capital requirements and on such other factors
as the Board of Directors of the Company may, in its discretion, consider
relevant. The Company's 11 3/4% Senior Discount Notes due 2006 and the revolving
credit facility have covenants restricting among other things, the payment of
dividends. For the year ended December 31, 2000, the Company did not declare nor
pay any dividends.
INITIAL PUBLIC OFFERING
On October 19, 1999, the Company's first registration statement under the
Securities Act of 1933 was declared effective by the Securities and Exchange
Commission (File No. 333-82561). The offering commenced October 19, 1999 and was
consummated on October 22, 1999. Pursuant to this offering, the Company sold an
aggregate of 6,840,000 shares of its common stock at a price of $16.00 per
share. Pursuant to exercise of an over-allotment option, Warburg, Pincus
Ventures, L.P. ("WPV"), the majority stockholder of the Company, sold 1,026,000
shares of common stock at a price of $16.00 per share. The Company did not
receive any of the proceeds from the sale by WPV. The managing underwriters were
Salomon Smith Barney, Bear Stearns & Co. Inc., Donaldson, Lufkin & Jenrette and
CIBC World Markets. All the shares registered were sold resulting in aggregate
proceeds to the Company of $109,440,000 before the underwriting discount. The
underwriting discount was $1.12 per share for an aggregate of $7,660,800.
The net proceeds received by the Company from the offering were
approximately $99,450,000. In connection with the offering, the Company incurred
an estimated $9,990,000 of expenses, including underwriting discounts of
$7,660,800, and other expenses of the offering of approximately $2,329,200. The
payments were all made to persons who were not directors, officers, 10%
stockholders or affiliates.
From the effective date of the registration statement through December
31, 2000, the net proceeds from the offering have been used for the following
purposes; none of which was paid to persons who were officers, directors, 10%
stockholders or affiliates.
(IN MILLIONS)
-------------
Repayments of amounts outstanding under the revolving credit facility $ 16.5
Acquisition of radio stations 16.4
Other purposes, including deposits on time brokerage agreements and
acquisition of radio broadcasting rights 5.0
Capital expenditures 5.1
Working capital and other 12.3
Investment in unconsolidated companies 3.5
Acquisition of Company stock held in treasury 1.3
Temporary investments in cash and cash equivalents 39.3
-------
$ 99.4
=======
23
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data set forth below as of and for the years ended
December 31, 2000, 1999, 1998 and 1997, and as of December 31, 1996 and for the
end of the period from September 12, 1996 (inception) through December 31, 1996,
have been derived from the consolidated financial statements of the Company,
which were audited by Ernst & Young LLP, independent certified public
accountants. The selected historical financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the financial statements, including the notes
thereto, appearing elsewhere in this annual report.
FOR THE PERIOD FROM
FOR THE YEAR ENDED SEPTEMBER 12, 1996
DECEMBER 31, (INCEPTION) THROUGH
-------------------------------------------------------------- DECEMBER 31,
2000 1999 1998 1997 1996
------------- ------------ ------------- ----------- ------------
STATEMENT OF OPERATIONS DATA:
Net revenue $ 30,095,711 $ 16,217,180 $ 8,218,043 $ -- $ --
Operating expenses
Stock option compensation expense 3,162,976 19,591,106 -- -- --
LMA termination fee -- 2,000,000 -- -- --
Other 45,494,822 36,032,810 28,196,739 1,802,816 40,000
------------- ------------- ------------- ------------- -------------
Loss from operations (18,562,087) (41,406,736) (19,978,696) (1,802,816) (40,000)
Interest expense, net (11,578,871) (12,355,973) (4,289,658) (12,765) --
Other (2,985,917) (20,719) (14,867) -- --
------------- ------------- ------------- ------------- -------------
Loss before income taxes (33,126,875) (53,783,428) (24,283,221) (1,815,581) (40,000)
Income tax (expense) benefit 809,448 (311,989) 2,446,745 -- --
------------- ------------- ------------- ------------- -------------
Net loss (32,317,427) (54,095,417) (21,836,476) (1,815,581) (40,000)
Accrued dividends on preferred stock -- 3,149,389 2,850,608 119,490 --
------------- ------------- ------------- ------------- -------------
Net loss applicable to common shareholders $ (32,317,427) $ (57,244,806) $ (24,687,084) $ (1,935,071) (40,000)
============= ============= ============= ============= =============
OTHER FINANCIAL DATA:
Depreciation and amortization $ 6,126,862 $ 5,184,941 $ 1,696,376 $ -- $ --
EBITDA (1) (12,435,225) (36,221,795) (18,282,320) (1,802,816) (40,000)
Adiusted EBITDA (2) (9,272,249) (14,630,689) (18,282,320) (1,802,816) (40,000)
BALANCE SHEET DATA (AT END OF PERIOD):
Cash and cash equivalents $ 39,274,817 $ 76,806,025 $ 38,894,144 $ 1,126,862 $ 5,000
Working capital 47,735,901 80,555,141 52,867,136 1,047,193 5,000
Total assets 185,871,571 201,086,566 123,503,442 6,678,088 5,000
Long-term debt 132,227,425 118,190,542 105,779,128 -- --
Series A redeemable cumulative preferred
stock -- -- 38,266,437 5,316,990 --
Stockholders' equity(deficit) 48,782,234 76,951,974 (26,305,524) (1,922,571) 5,000
(1) EBITDA is defined as loss from operations plus depreciation and
amortization.
(2) Adiusted EBITDA is defined as loss from operations plus depreciation and
amortization, stock option compensation expense and lma termination fee.
24
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the accompanying consolidated financial statements, the notes thereto and the
supplemental data included in this annual report.
GENERAL
The Company, incorporated on September 12, 1996 (inception), was organized
for the purpose of producing, broadcasting and distributing Spanish-language
radio programming in the United States. The Company's strategy is to develop its
radio network as a national advertising platform that is attractive to national
advertisers. The network is comprised of owned and operated stations, stations
operated under LMAs and affiliated stations. The Company launched its network on
January 5, 1998 with 30 affiliated stations and three stations operated under
LMAs.
The Company generates revenue from sales of network advertising time and
sales of advertising time on the Company-owned and operated stations and
stations operated under LMAs (collectively "O&Os"). Advertising rates are, in
large part, based upon the network's and each station's ability to attract
audiences in demographic groups targeted by advertisers. All revenues are stated
net of any agency commissions.
The Company's operating expenses consist of network programming expenses,
marketing and selling costs, including commissions paid to the Company's sales
staff, technical and engineering costs, and general and administrative expenses.
As is true of other radio operators, the Company's performance is
customarily measured by its earnings before net interest, taxes, depreciation
and amortization ("EBITDA"). EBITDA is defined as operating income (loss) plus
depreciation and amortization. EBITDA is presented not as an alternative measure
of operating results or cash flow from operations (as determined in accordance
with generally accepted accounting principles ("GAAP")), but because it is a
widely accepted supplemental financial measure of a company's ability to service
debt. The Company's calculation of EBITDA may not be comparable to similarly
titled measures reported by other companies since all companies do not calculate
this non-GAAP measure in the same fashion. The Company's EBITDA calculation is
not intended to represent cash used in operating activities, since it does not
include interest and taxes and changes in operating assets and liabilities, nor
is it intended to represent the net increase or decrease in cash, since it does
not include cash provided by (used in) investing and financing activities.
On October 19, 1999, the Company completed an initial public offering
("IPO") of 6,840,000 shares of its common stock at an IPO price of $16.00 per
share. The Company received net proceeds from the IPO of approximately $99.4
million on October 22, 1999. The net proceeds from the IPO were and will be used
to repay the indebtedness under the revolving credit facility, to acquire radio
stations, upgrade existing stations and for general corporate purposes.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2000 COMPARED TO THE YEAR ENDED DECEMBER 31, 1999
NET REVENUE. Net revenue increased by approximately $13.9 million or 86%
to approximately $30.1 million for the year ended December 31, 2000 from
approximately $16.2 million for the year ended December 31, 1999. The increase
in net revenue relates to an increase in the Company's customer base due to the
continued growth of the Company's network and O&Os, and the increase in the
number of O&Os.
25
OPERATING EXPENSES. Operating expenses decreased by approximately $9.0
million or 16% to approximately $48.6 million for the year ended December 31,
2000 from approximately $57.6 million for the year ended December 31, 1999. The
decrease in operating expenses is due to the non-cash stock option compensation
expense charge of approximately $3.2 million in 2000 as compared to
approximately $19.6 million in 1999 and the one-time payment of $2.0 million to
terminate the LMA agreement for Los Angeles radio station KVCA-AM in 1999. These
decreases were offset in part by increased costs of network programming of
approximately $0.8 million, increased depreciation and amortization relating to
the increase in the number of O&Os of approximately $0.9 million and cost
increases associated with the increase in the number of O&Os.
Direct operating expenses increased by approximately $3.1 million or 83%
to approximately $6.8 million for the year ended December 31, 2000 from
approximately $3.7 million for the year ended December 31, 1999. The increase in
direct operating expenses is primarily due to the increase in the number of
O&Os.
Selling, general and administrative expenses increased by approximately
$3.6 million or 31% to approximately $15.4 million for the year ended December
31, 2000 from approximately $11.8 million for the year ended December 31, 1999.
The increase in selling, general and administrative expenses primarily relates
to the variable costs associated with the increase in sales as well as the
increase in the number of O&Os.
Network expenses increased by approximately $0.8 million or 6% to
approximately $13.0 million for the year ended December 31, 2000 from
approximately $12.2 million for the year ended December 31, 1999. The increase
in network expenses is mainly due to the increase in cost of network
programming.
Corporate expenses increased by approximately $1.0 million or 32% to
approximately $4.0 million for the year ended December 31, 2000 from
approximately $3.0 million for the year ended December 31, 1999. The increase in
corporate expenses is mainly due to increased costs for personnel, professional
and other costs associated with the growth of the Company.
Depreciation and amortization increased by approximately $0.9 million or
18% to approximately $6.1 million for the year ended December 31, 2000 from
approximately $5.2 million for the year ended December 31, 1999. The increase in
depreciation and amortization is due to additions of fixed and intangible assets
arising from the acquisition of new O&Os as well as the addition of fixed assets
relating to the buildout of existing O&Os.
Stock option compensation expense decreased by approximately $16.4 million
or 84% to approximately $3.2 million for the year ended December 31, 2000 from
approximately $19.6 million for the year ended December 31, 1999. Stock option
compensation expense represents a non-cash charge relating to the vesting of
variable options granted to employees of the Company, prior to October 19, 1999,
to purchase approximately 1.3 million shares of common stock at exercise prices
ranging from $0.03 to $1.72 per share. These stock options vested on October 19,
1999, upon the completion of the IPO.
OTHER INCOME (EXPENSE). Other income (expense) decreased by approximately
$2.2 million or 18% to approximately $(14.6) million for the year ended December
31, 2000 from approximately $(12.4) million for the year ended December 31,
1999. Other income (expense) for the year ended December 31, 2000 included
interest income of approximately $3.6 million, interest expense of approximately
$15.1 million and loss on an investment in an unconsolidated company of
approximately $3.0 million. Interest expense primarily relates to the interest
on the outstanding balance of the Senior Discount Notes. The Company had
approximately $1.7 million in interest income and $14.1 million in interest
expense during the year ended December 31, 1999.
INCOME TAX BENEFIT (EXPENSE). The Company recorded an income tax benefit
in 2000 of approximately $0.8 million as compared to an income tax expense of
approximately $0.3 million for the year ended December 31, 1999. The benefit in
2000 results from the Company's ability to utilize a portion of its net
operating tax loss carryfowards to offset existing deferred tax liabilities.
26
NET LOSS. Net loss decreased by approximately $21.8 million or 40% to
approximately $32.3 million for the year ended December 31, 2000 as compared to
a net loss of approximately $54.1 million for the year ended December 31, 1999.
The decrease in net loss is primarily the result of increased revenue, the
decrease of approximately $16.4 million in non-cash stock option compensation
and the one-time payment of $2.0 million made during 1999 to terminate the LMA
agreement for Los Angeles radio station KVCA-AM.
EBITDA. EBITDA, less the non-cash charge relating to the stock option
compensation expense of approximately $3.2 million and $19.6 million during
December 31, 2000 and 1999, respectively and the one-time payment of $2.0
million, during 1999, to terminate the LMA agreement for Los Angeles radio
station KVCA-AM, increased by approximately $5.4 million or 37% to approximately
$(9.2) million for the year ended December 31, 2000 as compared to approximately
$(14.6) million for the year ended December 31, 1999. EBITDA increased by
approximately $23.8 million or 66% to approximately $(12.4) million for the year
ended December 31, 2000 as compared to approximately $(36.2) million for the
comparable period in the prior year. The increase in EBITDA is mainly the result
of the increase in revenue, the decrease in stock option compensation expense in
2000 and other charge occurring during 1999 as mentioned above.
YEAR ENDED DECEMBER 31, 1999 COMPARED TO THE YEAR ENDED DECEMBER 31, 1998
NET REVENUE. Net revenue increased by approximately $8.0 million or 97% to
approximately $16.2 million for the year ended December 31, 1999 from
approximately $8.2 million for the year ended December 31, 1998. The increase in
net revenue relates to an increase in the Company's customer base due to the
strengthening of the Company's network and O&Os and the increase in the number
of O&Os.
OPERATING EXPENSES. Operating expenses increased by approximately $29.4
million or 104% to approximately $57.6 million for the year ended December 31,
1999 from approximately $28.2 million for the year ended December 31, 1998. The
increase in operating expenses is due to a one-time non-cash stock option
compensation expense charge of approximately $19.6 million, a one-time payment
of $2.0 million to terminate the LMA agreement for Los Angeles radio station
KVCA-AM, increased depreciation and amortization relating to the increase in the
number of O&Os of approximately $3.5 million as well as increased costs
associated with the increase in the number of O&Os.
Direct operating expenses increased by approximately $1.9 million or 102%
to approximately $3.7 million for the year ended December 31, 1999 from
approximately $1.8 million for the year ended December 31, 1998. The increase in
direct operating expenses is primarily due to the increase in the number of O&Os
as well as increased promotion spending for new O&Os.
Selling, general and administrative expenses increased by approximately
$1.7 million or 18% to approximately $11.8 million for the year ended December
31, 1999 from approximately $10.1 million for the year ended December 31, 1998.
The increase in selling, general and administrative expenses primarily relates
to the increase in the number of O&Os.
Network expenses increased by approximately $0.4 million or 3% to
approximately $12.2 million for the year ended December 31, 1999 from
approximately $11.8 million for the year ended December 31, 1998. The increase
in network expenses is mainly due to the increase in cost of network programming
as well as increased network advertising.
Corporate expenses increased by approximately $0.3 million or 10% to
approximately $3.1 million for the year ended December 31, 1999 from
approximately $2.8 million for the year ended December 31, 1998. The increase in
corporate expenses is mainly due to increased costs of executive management,
legal and professional fees and other costs.
Depreciation and amortization increased by approximately $3.5 million or
206% to approximately $5.2 million for the year ended December 31, 1999 from
approximately $1.7 million for the year ended December 31, 1998. The increase in
depreciation and amortization is due to additions of fixed and intangible assets
arising from the acquisition of new O&Os.
Stock option compensation expense relates to a non-cash charge of
approximately $19.6 million relating to the vesting of variable options granted
to employees of the Company to purchase approximately 1.3 million shares of
27
common stock at exercise prices ranging from $0.03 to $1.72 per share. These
stock options vested on October 19, 1999, upon the completion of the IPO.
OTHER INCOME (EXPENSE). Other income (expense) increased by approximately
$(8.1) million or 188% to approximately $(12.4) million for the year ended
December 31, 1999 from approximately $(4.3) million for the year ended December
31, 1998. Other income (expense) for the year ended December 31, 1999 included
interest income of approximately $1.7 million, and interest expense of
approximately $14.1 million. Interest expense primarily relates to the interest
on the outstanding balance of the Senior Discount Notes. The Company had
approximately $1.7 million in interest income and $6.0 million in interest
expense during the year ended December 31, 1998.
INCOME TAX EXPENSE. The Company recorded an income tax expense in 1999 of
approximately $0.3 million as compared to an income tax benefit of approximately
$2.4 million for the year ended December 31, 1998. The expense results from the
Company only being able to utilize a portion of its net operating tax loss
carryfowards in the future to offset existing deferred tax liabilities.
NET LOSS. Net loss increased by approximately $32.3 million or 148% to
approximately $54.1 million for the year ended December 31, 1999 as compared to
a loss of approximately $21.8 million for the year ended December 31, 1998. The
increase in net loss is mainly the result of the one-time non-cash stock option
compensation expense charge of approximately $19.6 million, a one-time payment
of $2.0 million to terminate the LMA agreement for Los Angeles radio station
KVCA-AM, the increase in the operating costs and depreciation and amortization
resulting from the increase in the number of O&Os, and the increase in interest
expense resulting from the Senior Discount Notes and borrowing under the
revolving credit facility.
EBITDA. EBITDA, less the non-cash charge relating to the stock option
compensation expense of approximately $19.6 million and the one-time payment of
$2.0 million to terminate the LMA agreement for Los Angeles radio station
KVCA-AM increased by approximately $3.7 million or 20% to approximately $(14.6)
million for the year ended December 31, 1999 as compared to approximately
$(18.3) million for the year ended December 31, 1998. EBITDA decreased by
approximately $17.9 million or 98% to approximately $(36.2) million for the year
ended December 31, 1999 as compared to approximately $(18.3) million for the
comparable period in the prior year. The decrease in EBITDA is mainly a result
of the non-cash charge relating to the stock option compensation expense and the
one-time charge mentioned above as well as increased costs associated with the
operation of the Company's O&Os.
LIQUIDITY AND CAPITAL RESOURCES
The Company has had negative cash flows since inception. Working capital
and financing for the Company's acquisitions to date have been provided
primarily by the proceeds from the initial public offering, the issuance of the
11 3/4 % Senior Discount Notes due August 1, 2006 and the issuance of promissory
notes, common stock and preferred stock to the Company's stockholders.
The Company's primary sources of liquidity are the remaining proceeds from
the initial public offering (see Note 1 to the financial statements).
The Company is currently restructuring certain of its revolving credit
facility financial covenants. Until these covenants are revised, the Company
will have no additional borrowing capacity under the revolving credit facility.
Net cash used in operating activities decreased by approximately $6.5
million to approximately $12.7 million for the year ended December 31, 2000 as
compared to approximately $19.2 million for the year ended December 31, 1999.
Net cash used in investing activities was approximately $23.2 million and $40.7
million for the years ended December 31, 2000 and 1999, respectively. The
decrease of $17.5 million from 2000 to 1999 is primarily due to the cost of
station acquisitions that took place during 2000 as compared to 1999. Net cash
(used in) provided by financing activities was $(1.7) million and $97.8 million
for the years ended December 31, 2000 and 1999, respectively. Cash used in
financing activities for the year ended December 31, 2000 primarily relates to
the acquisition of treasury stock. Cash provided by financing activities for the
year ended December 31, 1999 included the proceeds from the Company's initial
public offering.
Capital expenditures primarily relate to the purchase of broadcast
equipment for the network and O&Os, leasehold improvements, computer equipment
and telecommunications equipment. Capital expenditures were approximately $3.6
million and $3.8 million for the years ended December 31, 2000 and 1999,
respectively.
28
The Company believes that its current cash position and the remaining
proceeds from the initial public offering, will provide adequate resources to
fund the Company's operating expenses, working capital requirements, capital
expenditures and acquisitions until its business strategy provides the Company
with sufficient operating cash flow. There can be no assurance that such
business strategy will be successfully implemented or that the future cash flows
of the Company will be sufficient to meet all of the Company's obligations and
commitments. The failure to generate such sufficient cash flow could
significantly adversely affect the market value of the Company's common stock
and Senior Discount Notes, and the Company's ability to pay the principal of and
interest on the Senior Discount Notes.
The known impact on future operating results related to the Senior
Discount Notes will be annual interest expense through August 1, 2006 as
follows:
YEAR ENDED DECEMBER 31,
(IN MILLIONS)
-------------
2001........ $ 16.0 2004.......... $ 18.6
2002........ 17.9 2005.......... 18.6
2003........ 18.6 2006.......... 10.8
Expected interest payments under the terms of the Senior Discount Notes
are as follows:
YEAR ENDED DECEMBER 31,
---------------------------
(IN MILLIONS)
----------------
2003.... $ 18.6
2004.... 18.6
2005.... 18.6
2006.... 10.8
ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133). SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
It requires an entity to recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
SFAS No. 133, as amended by SFAS No. 137, was adopted by the Company as of
January 1, 2001 and did not have a significant impact on our consolidated
financial statements.
In November 1999, the Emerging Issues Task Force ("EITF") of the FASB
issued EITF 99-17, "Accounting for Advertising Barter Transactions", which
provides guidance on barter transactions that involve nonmonetary exchanges of
advertising. EITF 99-17 requires an entity to account for barter advertising
revenues and expenses at the determinable fair value of the advertising
surrendered or received in the exchange, or at book value if the fair value
cannot be determined within reasonable limits. The adoption of EITF 99-17 did
not have a significant impact on our consolidated financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risk exposure with respect to financial instruments is to
changes in the "prime rate" in the United States of America. We may borrow up to
$20 million under our revolving credit facility (see Liquidity and Capital
Resources). Amounts outstanding under the revolving credit facility bear
interest, at the Company's option, at the bank's prime rate plus 1.25% or LIBOR
plus 2.50%. At December 31, 2000 there were no amounts outstanding under the
revolving credit facility.
29
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
INDEX TO FINANCIAL STATEMENTS
Page
Number
-------
Report of Independent Certified Public Accountants 31
Consolidated Balance Sheets as of December 31, 2000 and 1999 32
Consolidated Statements of Operations for the Years Ended
December 31, 2000, 1999 and 1998 33
Consolidated Statements of Changes in Series A Redeemable
Cumulative Preferred Stock and Stockholders' Equity (Deficit)
For the Years Ended December 31, 2000, 1999 and 1998 34
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998 35
Notes to Consolidated Financial Statements 36
30
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
Radio Unica Communications Corp.
We have audited the accompanying consolidated balance sheets of Radio
Unica Communications Corp. (formerly Radio Unica Holdings Corp.) and
subsidiaries as of December 31, 2000 and 1999, and the related consolidated
statements of operations, changes in Series A redeemable cumulative preferred
stock and stockholders' equity (deficit) and cash flows for each of the three
years in the period ended December 31, 2000. Our audits also included the
financial statement schedules listed in the Index of Item 14(a). These financial
statements and schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Radio Unica Communications Corp. and subsidiaries at December 31, 2000 and 1999,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended December 31, 2000, in conformity with
accounting principles generally accepted in the United States of America. Also,
in our opinion, the related financial statement schedules, when considered in
relation to the basic financial statements taken as a whole, present fairly in
all material respects the information set forth therein.
/s/ Ernst & Young LLP
Miami, Florida
February 23, 2001
31
RADIO UNICA COMMUNICATIONS CORP.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
-------------------------------
Current assets: 2000 1999
- ---------------------------------------------------------------------------------------------------
Cash and cash equivalents $ 39,274,817 $ 76,806,025
Restricted cash -- 305,000
Accounts receivable, net of allowance for doubtful accounts of
$824,261 and $255,242 at December 31, 2000 and 1999, respectively 8,120,255 5,145,345
Prepaid expenses and other current assets 4,102,427 2,504,909
------------- -------------
Total current assets 51,497,499 84,761,279
Property and equipment, net 22,369,517 17,434,918
Broadcast licenses, net of accumulated amortization of $6,685,734
and $3,463,192 at December 31, 2000 and 1999, respectively 101,969,501 84,665,873
Other intangible assets, net 7,711,404 9,093,528
Other assets 2,323,650 5,130,968
------------- -------------
$ 185,871,571 $ 201,086,566
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ---------------------------------------------------------------------------------------------------
Current liabilities:
Accounts payable $ 946,267 $ 1,877,162
Accrued expenses 2,508,674 2,112,909
Deferred revenue 262,440 --
Current portion of notes payable 44,217 216,067
------------- -------------
Total current liabilities 3,761,598 4,206,138
Other liabilities 165,000 165,000
Notes payable 45,707 76,911
Deferred taxes 1,144,531 1,953,979
Senior discount notes 131,972,501 117,732,564
Commitments and contingencies
Stockholders' equity
Preferred stock; $.O1 par value; 5,000,000 shares authorized;
no shares issued or outstanding -- --
Common stock; $.01 par value; 40,000,000 shares authorized;
21,290,402 and 20,942,837 shares issued and outstanding at
December 31, 2000 and 1999, respectively 212,904 209,428
Additional paid-in capital 161,421,490 158,795,542
Treasury stock at cost, 478,800 and 0 shares at December 31, 2000
and 1999, respectively (1,315,644) --
Stockholder notes receivable (329,069) --
Deferred compensation expense (1,102,546) (4,265,522)
Accumulated deficit (110,104,901) (77,787,474)
------------- -------------
Total stockholders' equity 48,782,234 76,951,974
------------- -------------
185,871,571 $ 201,086,566
============= =============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
32
RADIO UNICA COMMUNICATIONS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------------------
2000 1999 1998
- -------------------------------------------------------------------------------------------------------------
Net revenue $ 30,095,711 $ 16,217,180 $ 8,218,043
Operating expenses:
Direct operating 6,858,971 3,747,894 1,852,832
Selling, general and administrative 15,487,676 11,839,845 10,064,219
Network 12,993,178 12,213,570 11,812,105
Corporate 4,028,135 3,046,560 2,771,207
Depreciation and amortization 6,126,862 5,184,941 1,696,376
LMA termination fee -- 2,000,000 --
Stock option compensation 3,162,976 19,591,106 --
------------ ------------ ------------
48,657,798 57,623,916 28,196,739
------------ ------------ ------------
Loss from operations (18,562,087) (41,406,736) (19,978,696)
Other income (expense):
Interest expense (15,146,458) (14,053,053) (6,038,483)
Interest income 3,567,587 1,697,080 1,748,825
Equity in loss of equity investee -- -- (14,867)
Other, net (2,985,917) (20,719) --
------------ ------------ ------------
(14,564,788) (12,376,692) (4,304,525)
------------ ------------ ------------
Loss before income taxes (33,126,875) (53,783,428) (24,283,221)
Income tax benefit (expense) 809,448 (311,989) 2,446,745
------------ ------------ ------------
Net loss (32,317,427) (54,095,417) (21,836,476)
Accrued dividends on Series A redeemable
cumulative preferred stock -- 3,149,389 2,850,608
------------ ------------ ------------
Net loss applicable to common stockholders $(32,317,427) $(57,244,806) $(24,687,084)
============ ============ ============
Net loss per common share applicable to
common stockholders - basic and diluted $ (1.53) $ (4.37) $ (2.86)
============ ============ ============
Weighted average common shares
outstanding - basic and diluted 21,130,551 13,090,048 8,636,882
============ ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
33
RADIO UNICA COMMUNICATIONS CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SERIES A REDEEMABLE CUMULATIVE PREFERRED
STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
SERIES A
REDEEMABLE
CUMULATIVE ADDITIONAL
PREFERRED STOCK COMMON STOCK PAID-IN
---------------------------- ---------------------------- CAPITAL
SHARES AMOUNT SHARES AMOUNT (DEFICIENCY)
------------- ------------- ------------- ------------- -------------
Balance as of December 31, 1997 51,975 $ 5,316,990 1,627,500 $ 16,275 $ (83,265)
Issuance of Series A
redeemable cumulative
preferred stock and common
stock 148,500 14,850,000 4,650,000 46,500 103,500
Conversion of notes payable
and promissory notes payable
to stockholders to Series A
redeemable cumulative preferred
stock and common stock 154,700 15,469,965 4,844,130 48,441 107,821
Redemption and cancellation of
Series A redeemable cumulative
preferred stock and common stock (2,110) (221,126) (66,056) (660) (1,471)
Issuance of Series A redeemable
cumulative preferred stock and
common stock 495 49,500 15,500 155 345
Stockholder note receivable issued
for Series A redeemable cumulative
preferred stock and common stock -- (49,500) -- -- (500)
Accrued dividends on Series A
redeemable cumulative preferred stock -- 2,850,608 -- -- (2,850,608)
Net loss -- -- -- -- --
------------- ------------- ------------- ------------- -------------
Balance at December 31, 1998 353,560 38,266,437 11,071,074 110,711 (2,724,178)
Issuance of Series A redeemable
cumulative preferred stock and
common stock 347 34,651 10,850 108 242
Accrued dividends on Series A redeemable
cumulative preferred stock -- 3,149,389 -- -- (3,149,389)
Repayment of stockholder note
receivable issued for Series A
redeemable cumulative preferred
stock and common stock -- 49,500 -- -- 500
Issuance of common stock -- -- 46,004 460 1,024
Net proceeds from issuance of
common stock in a public offering,
net of offering expenses of $9,991,113 -- -- 6,840,000 68,400 99,380,487
Exchange of Series A redeemable
cumulative preferred stock for
common stock (353,907) (41,499,977) 2,974,909 29,749 41,470,228
Stock option compensation expense -- -- -- -- 19,591,106
Deferred compensation expense -- -- -- -- 4,265,522
Stockholder note receivable issued
for common stock -- -- -- -- (40,000)
Net loss -- -- -- -- --
------------- ------------- ------------- ------------- -------------
Balance at December 31, 1999 -- -- 20,942,837 209,428 158,795,542
Issuance of common stock -- -- 347,565 3,476 2,625,948
Stock option compensation expense -- -- -- -- --
Treasury stock purchased -- -- -- -- --
Stockholder notes receivable -- -- -- -- --
Net loss -- -- -- -- --
------------- ------------- ------------- ------------- -------------
Balance at December 31, 2000 -- $ -- 21,290,402 $ 212,904 $ 161,421,490
============= ============= ============= ============= =============
TREASURY STOCK STOCKHOLDER DEFERRED
---------------------------- NOTES COMPENSATION ACCUMULATED
SHARES AMOUNT RECEIVABLE EXPENSE DEFICIT TOTAL
------------- ------------- ------------- ------------- ------------- -----------
Balance as of December 31, 1997 -- $ -- $ -- $ -- $ (1,855,581) $ (1,922,571)
Issuance of Series A
redeemable cumulative
preferred stock and common
stock -- -- -- -- -- 150,000
Conversion of notes payable
and promissory notes payable
to stockholders to Series A
redeemable cumulative preferred
stock and common stock -- -- -- -- -- 156,262
Redemption and cance11ation of
Series A redeemable cumulative
preferred stock of and common stock -- -- -- -- -- (2,131)
Issuance of Series A redeemable
cumulative preferred stock and
common stock -- -- -- -- -- 500
Stockholder note receivable issued
for Series A redeemable cumulative
preferred stock and common stock -- -- -- -- -- (500)
Accrued dividends in on Series A
redeemable cumulative preferred stock -- -- -- -- -- (2,850,608)
Net loss -- -- -- -- (21,836,476) (21,836,476)
------------- ------------- ------------- ------------- ------------- -------------
Balance at December 31, 1998 -- -- -- -- (23,692,057) (26,305,524)
Issuance of Series A redeemable
cumulative preferred stock and
common stock -- -- -- -- -- 350
Accrued dividends on Series A redeemable
cumulative preferred stock -- -- -- -- -- (3,149,389)
Repayment of stockholder note
receivable issued for Series A
redeemable cumulative preferred
stock and common stock -- -- -- -- -- 500
Issuance of common stock -- -- -- -- -- 1,484
Net proceeds from issuance of
common stock in a public offering,
net of offering expenses of $9,991,113 -- -- -- -- -- 99,448,887
Exchange of Series A redeemable
cumulative preferred stock for
common stock -- -- -- -- -- 41,499,977
Stock option compensation expense -- -- -- -- -- 19,591,106
Deferred compensation expense -- -- -- (4,265,522) -- --
Stockholder note receivable issued
for common stock -- -- -- -- -- (40,000)
Net loss -- -- -- -- (54,095,417) (54,095,417)
------------- ------------- ------------- ------------- ------------- -------------
Balance at December 31, 1999 -- -- -- (4,265,522) (77,787,474) 76,951,974
Issuance of common stock -- -- -- -- -- 2,629,424
Stock option compensation expense -- -- -- 3,162,976 -- 3,162,976
Treasury stock purchased (478,800) (1,315,644) -- -- -- (1,315,644)
Stockholder notes receivable -- -- (329,069) -- -- (329,069)
Net loss -- -- -- -- (32,317,427) (32,317,427)
------------- ------------- ------------- ------------- ------------- -------------
Balance at December 31, 2000 (478,800) (1,315,644) $ (329,069) (1,102,546) $(110,104,901) $ 48,782,234
============= ============= ============= ============= ============= =============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
34
RADIO UNICA COMMUNICATIONS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------------------------
2000 1999 1998
------------- ------------- -------------
OPERATING ACTIVITIES
Net loss $ (32,317,427) $ (54,095,417) $ (21,836,476)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 6,126,862 5,184,941 1,696,376
Provision for bad debt 569,019 139,211 116,031
Equity in loss of equity investee -- -- 14,867
Interest on notes payable paid with the issuance of preferred
and common stock -- -- 261,227
Loss on invesment in an unconsolidated company 3,008,000 -- --
Accretion of interest on senior discount notes 14,239,937 12,703,436 5,029,128
Amortization of deferred financing costs 770,832 770,832 321,181
Stock option compensation expense 3,162,976 19,591,106 --
Deferred income taxes (809,448) 311,989 (2,446,745)
Amortization of deferred revenue (822,350) -- --
Other (284,500) (285,063) --
Change in assets and liabilities:
Accounts receivable (3,543,929) (4,210,897) (1,252,384)
Prepaid expenses and other current assets (1,313,018) 457,915 (3,433,576)
Radio broadcasting rights -- -- 1,650,000
Other assets (352,588) (339,765) (299,558)
Accounts payable (930,895) 955,098 551,046
Accrued expenses (169,445) (500,856) 324,743
Radio broadcasting rights obligation -- -- (2,385,000)
Deposit payable -- 165,000 --
------------- ------------- -------------
Net cash used in operating activities (12,665,974) (19,152,470) (21,689,140)
------------- ------------- -------------
INVESTING ACTIVITIES
Acquisition of property and equipment (3,595,804) (3,771,857) (5,336,309)
Restricted cash-escrow account 305,000 12,295,000 (12,600,000)
Repayment of advances to equity investee -- -- 1,016,590
Deposit on acquisition of radio station -- (4,500,000) --
Acquisition of radio stations (16,391,241) (44,723,582) (43,409,440)
Investment in unconsolidated companies (3,512,900) -- --
Covenants not to compete -- -- (276,743)
------------- ------------- -------------
Net cash used in investing activities (23,194,945) (40,700,439) (60,605,902)
------------- ------------- -------------
FINANCING ACTIVITIES
Proceeds from issuance of senior discount notes, net -- -- 95,535,581
Net proceeds from issuance of common stock 129,424 99,450,821 --
Deferred financing costs -- (1,135,581) --
Proceeds from issuance of Series A redeemable cumulative
preferred stock and common stock -- 44,550 15,000,000
Proceeds from issuance of notes payable to stockholders -- -- 21,795,000
Repayment on notes payable to stockholders -- -- (6,795,000)
Repayment on note payable issued in connection with
the acquisition of KIQI-AM San Francisco (155,000) (595,000) (5,250,000)
Redemption and cancellation of preferred stock and common stock -- -- (223,257)
Acquisition of Company's common stock held in treasury (1,315,644) -- --
Stockholder note receivable (329,069) -- --
------------- ------------- -------------
Net cash (used in) provided by financing activities (1,670,289) 97,764,790 120,062,324
------------- ------------- -------------
Net (decrease) increase in cash and cash equivalents (37,531,208) 37,911,881 37,767,282
Cash and cash equivalents at beginning of year 76,806,025 38,894,144 1,126,862
------------- ------------- -------------
Cash and cash equivalents at end of year $ 39,274,817 $ 76,806,025 $ 38,894,144
============= ============= =============
Supplemental disclosures of cash flow information:
Investment in unconsolidated company in exchange for advertising $ 1,000,000 $ -- $ --
============= ============= =============
Reclassification of other assets to broadcast license and property
and equipment upon the consummation of the acquisitions of radio
stations $ 4,678,322 $ -- $ --
============= ============= =============
Issuance of common stock for acquisition of radio stations $ 2,500,000 $ -- $ --
============= ============= =============
Reclassification of prepaid expenses to broadcast licenses upon
consummation of the acquisitions of radio stations $ -- $ 2,500,000 $ --
============= ============= =============
Note payable issued in connection with the acquisition of
KIQI-AM San Francisco $ -- $ -- $ 6,000,000
============= ============= =============
Exchange of Series A redeemable cumulative preferred
stock for common stock $ -- $ 41,499,977 $ --
============= ============= =============
Cash paid for interest $ 215,614 $ 478,600 $ 413,712
============= ============= =============
The accompanying notes are an integral part of these financial statements.
35
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND PRESENTATION
Radio Unica Corp., a Florida corporation incorporated on September 12,
1996 ("Old Radio Unica"), was merged into Radio Unica Corp. ("Corp"), a Delaware
corporation, on August 7, 1997. As a result of the merger, the investors of Old
Radio Unica exchanged all of their common shares in Old Radio Unica for 500
shares of common stock and 4,950 shares of preferred stock of Corp, the
surviving corporation. The merger was accounted for as a combination of entities
under common control in a manner similar to a pooling.
Radio Unica Communications Corp. (the "Company") (formerly Radio Unica
Holdings Corp.), a Delaware Corporation, was incorporated on June 29, 1998,
pursuant to which Corp was reorganized and became a wholly owned subsidiary of
the Company (the "Reorganization"). In connection with the Reorganization, the
holders of Corp's common stock and Series A redeemable cumulative preferred
stock exchanged their shares for shares of the Company's common stock and Series
A redeemable cumulative preferred stock bearing identical rights and preferences
to Corp's then existing common stock and Series A cumulative redeemable
preferred stock. The existing shares of Corp's common stock and Series A
redeemable cumulative preferred stock were cancelled. Corp subsequently
authorized and issued 100 shares par value $0.01 of common stock to the Company.
The Reorganization was accounted for as a combination of entities under common
control in a manner similar to a pooling. The Company was formed for the purpose
of producing, broadcasting and distributing Spanish language radio programming
in the United States. The Company launched its network on January 5, 1998 and
began broadcasting programming to radio broadcast stations that it operates and
to affiliated stations in the United States of America and abroad.
On October 19, 1999, the Company completed an initial public offering
("IPO") of 6,840,000 shares of its common stock at an IPO price of $16.00 per
share. The Company received net proceeds from the IPO of approximately $99.4
million on October 22, 1999. The net proceeds from the IPO were and will be used
to repay the indebtedness under the revolving credit facility, to acquire radio
stations, upgrade existing stations and for general corporate purposes.
2. SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany balances and transactions
have been eliminated in consolidation. The Company accounts for investments in
20% to 50% owned companies and for investments in over 50% owned companies over
which the Company does not have control under the equity method of accounting.
SHARE DIVIDEND
Effective July 6, 1999, the Company changed its name from Radio Unica
Holdings Corp. to Radio Unica Communications Corp. Also on that date, the
Company's Board of Directors approved a share dividend of 370 common shares
payable for each common share, subject to consummation of the Company's proposed
IPO. Also on that date, the Company's Board of Directors approved an increase in
the authorized common shares from 100,000 common shares to 40,000,000 common
shares, and an increase in the authorized preferred shares from 450,000
preferred shares to 5,000,000 preferred shares. Effective September 16, 1999,
the Company's Board of Directors rescinded the share dividend of 370 common
shares payable for each common share. Also on that date, the Company's Board of
Directors approved a share dividend of 310 common shares payable for each common
share, subject to consummation of the Company's IPO. As a result, all references
in the financial statements to number of shares and per share amounts have been
restated to give retroactive recognition to such dividend.
36
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
CASH EQUIVALENTS
The Company defines as cash equivalents all highly liquid investments with
a maturity of three months or less at the time of purchase.
RESTRICTED CASH
Restricted cash represents escrow accounts established by the Company in
connection with asset purchase agreements or local marketing agreements.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is recorded on a
straight-line basis over the estimated useful lives of the related assets, which
range from 3 to 30 years. Leasehold improvements are capitalized and amortized
over their estimated useful lives or the remaining life of the lease, whichever
is shorter.
INTANGIBLE ASSETS
Intangible assets are recorded at cost. Amortization of intangible assets
is provided in amounts sufficient to relate the asset cost to operations over
the estimated useful lives on a straight-line basis. Intangible assets consist
primarily of broadcast licenses, goodwill and other identifiable intangible
assets. The estimated useful lives are as follows:
Broadcast licenses 30 years
Goodwill 30 years
Other intangibles 1-5 years
The Company evaluates periodically the propriety of the carrying amount
of intangible assets as well as the amortization period to determine whether
current events or circumstances warrant adjustments to the carrying value
and/or revised estimates of useful lives. This evaluation consists of the
projection of undiscounted operating income before depreciation,
amortization, nonrecurring charges and interest for the Company's radio
stations and network over the remaining amortization periods of the related
intangible assets. If such projections indicate that undiscounted operating
income, as adjusted, is not expected to be adequate to recover the carrying
amounts of the related intangible assets, a loss is recognized to the extent
the carrying amount of the asset exceeds its fair value. At this time, the
Company believes that no impairment of goodwill or other intangible assets
has occurred and that no reduction of the estimated useful lives is warranted.
REVENUE RECOGNITION
Revenue is derived primarily from the sale of commercial announcements to
local, national and network advertisers. Revenue is recognized as commercials
are broadcast.
ADVERTISING COSTS
The Company incurs various marketing and promotional costs to add and
maintain listenership. These costs are charged to expense as incurred and for
the years ended December 31, 2000, 1999 and 1998 amounted to approximately $2.5
million, $3.5 million and $3.6 million, respectively.
37
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
BARTER TRANSACTIONS
Barter transactions represent advertising time exchanged for promotional
items, advertising, supplies, equipment and services. Barter transactions are
recorded at the estimated fair value of the goods or services received or
rendered, if rendered services are deemed to be a better indicator of fair
value. Revenues from barter transactions are recognized as income when
advertisements are broadcast. Expenses are recognized when goods or services are
used. Barter amounts are not significant to the Company's consolidated financial
statements.
INCOME TAXES
The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes".
Deferred tax assets and liabilities are determined based upon differences
between the financial statements and income tax basis of assets and liabilities
using enacted tax rates in effect for the year in which the differences are
expected to reverse. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion
of the deferred tax assets will not be realized.
ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS
The Company accounts for the impairment of long-lived assets under the
provisions of SFAS No. 121, "Accounting For The Impairment Of Long-Lived
Assets". SFAS No. 121 requires impairment losses to be recorded on long-lived
assets when indications of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amounts. If the carrying value of the assets will not be recoverable,
as determined based on the undiscounted cash flows estimated, the carrying value
of the assets are reduced to fair value. Generally, fair value will be
determined using valuation techniques such as expected discounted cash flows or
appraisals, as appropriate. The Company has not recorded any impairment losses.
ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments of cash and cash equivalents, accounts
receivable, accounts payable and accrued expenses approximate fair value because
of their short duration to maturity. The fair value of the long-term debt is
based on quoted market prices. At December 31, 2000, the fair value of the
Senior Discount Notes was approximately $103 million.
USE OF ESTIMATES
The preparation of financial statements in accordance with accounting
principles generally accepted I nthe United States of America requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Accordingly, actual results
could differ from those reported.
BUSINESS SEGMENTS
Pursuant to SFAS No. 131, "Disclosure About Segments of a Business
Enterprise and Related Information", the Company is required to report segment
information. As the Company only operates in one business segment, no additional
reporting is required.
38
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
LOSS PER SHARE
Basic loss per share is calculated using the weighted average common
shares outstanding during the periods. Common equivalent shares from stock
options, using the treasury stock method, are also included in the diluted
per share calculations unless their effect of inclusion would be
antidilutive. The Company did not include any stock options in the
calculation of diluted earnings per share for the years ended December 31,
2000, 1999 and 1998, since their inclusion would be antidilutive. For the
years ended December 31, 2000, 1999 and 1998 there was no difference between
the basic and diluted EPS calculations.
RECLASSIFICATION
Certain amounts appearing in the 1999 consolidated financial statements
have been reclassified to conform with the 2000 presentation.
3. ACQUISITIONS
2000 ACQUISITIONS
On October 18, 1999, the Company entered into an asset purchase agreement
with Den-Mex LLC to acquire Denver radio station KCUV-AM for a cash purchase
price of $2.7 million. On January 3, 2000, after receiving the consent of the
Federal Communications Commission (the "FCC") to assign the broadcasting
license, the Company completed the acquisition.
On December 23, 1999, the Company entered into an asset purchase agreement
with Harry Pappas to acquire Fresno radio station KWRU-AM for a purchase price
of $7.5 million. The purchase price was comprised of approximately $5.5 million
in cash and 76,555 shares of the Company's common stock valued at $2.0 million.
On June 28, 2000, after receiving the consent of the FCC to assign the
broadcasting license, the Company completed the acquisition.
On February 11, 2000, the Company entered into an asset purchase agreement
with El Pistolon Investments, L.P. to acquire McAllen radio station KVJY-AM for
a cash purchase price of $2.5 million. On June 1, 2000, after receiving the
consent of the FCC to assign the broadcasting license, the Company completed the
acquisition.
On April 12, 2000, the Company entered into an asset purchase agreement
with Texas Lotus, Ltd. to acquire San Antonio radio station KZDC-AM for a
cash purchase price of $1.8 million. The Company operated the station under a
local marketing agreement, for a monthly fee of $62,500 from January 1998
through July 27, 2000, at which time the Company received the consent of the
FCC to assign the broadcasting license, and completed the acquisition.
On April 27, 2000, the Company entered into an asset purchase agreement
with Cima Broadcasting, L.L.C. to acquire Tucson radio station KQTL-AM for a
cash purchase price of approximately $3.3 million. On August 4, 2000, after
receiving the consent of the FCC to assign the broadcasting license, the Company
completed the acquisition.
On June 8, 2000, the Company entered into an asset purchase agreement with
Peoples Radio, Inc. to acquire Pittsburgh, California radio station KATD-AM for
approximately $5.0 million. The purchase price was comprised of approximately
$4.5 million cash and 87,500 shares of the Company's common stock valued at
approximately $0.5 million. On October 18, 2000, after receiving the consent of
the FCC to assign the broadcasting license, the Company completed the
acquisition.
39
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. ACQUISITIONS, CONTINUED
1999 ACQUISITIONS
On October 27, 1998, the Company entered into an asset purchase agreement
with Children's Broadcasting Corporation to acquire certain assets of New York
City area radio stations WWRU-AM and WJDM-AM, Dallas/Ft. Worth radio station
KAHZ-AM and Phoenix radio station KIDR-AM for a purchase price of $29.25
million. In connection with this acquisition, the Company entered into a
two-year non-compete agreement with the seller for $750,000. Other costs
associated with the transaction were approximately $441,000. The Company
operated these stations under a Time Brokerage Agreement (also known as local
marketing agreements and referred to herein as "LMAs") for a monthly fee of
$200,000 until the transaction closed. An advanced payment of $2.5 million was
made to Children's Broadcasting Corporation with the execution of the LMA. On
January 14, 1999, after receiving the consent of the FCC to assign the
broadcasting licenses, the Company completed the acquisitions. The Company's
permit to construct WWRU, which was modified in 1999 to authorize improvement of
the station's nighttime operations, expires December 6, 2003. Upon completion of
the new nighttime facilities of WWRU, the Company will file a license
application with the Commission. The Company cannot predict when the FCC will
grant the license application, once it is filed. Upon grant of the license, the
FCC will indicate a date by which the Company must relinquish the license for
WWRU or WJDM.
On February 22, 1999, the Company entered into an asset purchase agreement
with One-on-One to acquire certain assets of Chicago radio station WNTD-AM for a
cash purchase price of approximately $16.7 million. Other costs associated with
the transaction were approximately $60,000. On May 14, 1999, after receiving the
consent of the FCC to assign the broadcasting license, the Company completed the
acquisition.
1998 ACQUISITIONS
On January 26, 1998, the Company entered into an asset purchase agreement
with One-on-One Sports License of Florida, L.L.C. and One-on-One Sports Radio of
Florida L.L.C. to acquire Miami radio stations WNMA-AM and WAFN-AM for a cash
purchase price of $9.0 million. On May 13, 1998, after receiving the consent of
the FCC to assign the broadcasting licenses, the Company completed the
acquisitions. The Company operated the stations under a LMA for a monthly fee of
$72,500 from February 1, 1998 to May 13, 1998. Based on current FCC guidelines,
the license of either WNMA or WAFN must be relinquished by the Company by
October 8, 2002.
On February 20, 1998, the Company entered into a stock purchase agreement
with Oro Spanish Broadcasting, Inc. to acquire San Francisco radio station
KIQI-AM for $11.5 million. In connection with this acquisition, the Company
entered into a five-year non-compete agreement with the seller for $500,000. On
April 30, 1998, after receiving the consent of the FCC to transfer the
broadcasting license, the Company completed the acquisition of all the common
stock of Oro Spanish Broadcasting, Inc. The purchase price was comprised of a $6
million cash payment and a $6 million promissory note. The promissory note bore
interest at 8% and is payable monthly. On July 2, 1998 the Company revised
certain terms of and paid down $5.25 million against the promissory note. The
Company operated the station under a LMA for a monthly fee of $58,000 from March
2, 1998 to April 30, 1998. Effective February 1999, the Company ceased interest
payments on the note. The Company has offset certain costs and expenses related
to the acquired entity against the balance due. In April 2000, the Company
settled the remaining amounts due under the note for a payment of $155,000. The
Company accounted for the acquisition as a purchase and, accordingly, the
purchase price was allocated to the assets acquired and liabilities assumed
based on appraisals and other estimates of the underlying values.
On May 20, 1998, the Company entered into an asset purchase agreement to
acquire the assets of Los Angeles radio station KBLA-AM from subsidiaries of
Sinclair Communications, Inc. for $21 million in cash. On July 30, 1998, after
receiving the FCC's consent to assign the broadcasting licenses, the Company
completed the acquisition.
40
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. ACQUISITIONS, CONTINUED
1998 ACQUISITIONS, CONTINUED
On October 27, 1997, the Company obtained 49.9% of the ownership and
voting rights of Blaya, Inc., a newly formed company. The remaining ownership
interest was held by one of the stockholders of the Company.
On December 24, 1997, Blaya, Inc. entered into an asset purchase agreement
with 13 Radio Corporation ("13 Radio"), a CBS Broadcasting ("CBS") subsidiary,
to acquire Houston radio station KXYZ-AM, for a cash purchase price of $6.4
million. In connection with this acquisition, the Company advanced $1,016,590 to
Blaya, Inc., which was reflected in investments and advances to equity investee.
Also on December 24, 1997, Blaya, Inc. entered into a LMA with 13 Radio
effective as of January 5, 1998. The LMA made available to Blaya, Inc.
substantially all of the broadcasting time of the station, pending the
completion of the acquisition, which was subject to FCC consent. The Company
entered into an LMA with Blaya, Inc. for substantially all of the broadcasting
time of the station for a fee of $165,000 per quarter. Blaya, Inc. did not have
any operations during 1997.
On March 6, 1998, Blaya, Inc.'s capital stock was divided into the
following two classes: (i) Class A common stock with rights identical to all
other shares of Blaya, Inc.'s capital stock except that each share is entitled
to cast 4.016 votes and (2) Class B common stock with rights identical to all
other shares of Blaya, Inc.'s capital stock except that each share is entitled
to cast 1 vote. On March 6, 1998, the Company acquired 800 shares of Blaya,
Inc.'s Class B common stock, representing 49.9% of the voting rights and 80% of
the economic ownership rights in Blaya, Inc., in exchange for its 499 shares of
common stock in Blaya, Inc. and $640,000. On the same day, the Company loaned
Mr. Blaya $160,000 in the form of a 10 year 9% promissory note. These proceeds
were used by Mr. Blaya to purchase 200 shares of Blaya, Inc.'s Class A common
stock representing 50.1% of the voting rights and 20% of the economic ownership
rights in Blaya, Inc. In connection with this equity investment, the
stockholders of Blaya, Inc. entered into a stockholders agreement that provided
the Company the right of first refusal if the majority voting stockholder
decided to sell any interest in Blaya, Inc.
On March 10, 1998, the Company entered into a promissory note in the
amount of $5.7 million with Blaya, Inc. The proceeds were used to complete the
asset purchase agreement with 13 Radio and to pay related closing costs. The
promissory note bore interest of 9% compounded quarterly and was payable
annually. The entire principal amount outstanding under the promissory note was
due and payable in full on the earliest to occur of (i) the termination of the
LMA, (ii) fifteen days following the date when 50% of the voting stock was
transferred to any party or substantially all the assets of Blaya, Inc. were
sold, or (iii) March 10, 2008. The promissory note was secured by substantially
all of the assets of Blaya, Inc.
On March 11, 1998, Blaya Inc. completed the acquisition of certain assets
of 13 Radio for $6.4 million pursuant to an asset purchase agreement dated
December 24, 1997. Other costs associated with the transaction were
approximately $100,000. On June 10, 1998, the Company entered into a stock
purchase agreement with the majority-voting stockholder of Blaya, Inc. to
purchase his remaining 50.1% voting rights and 20% ownership interest in Blaya,
Inc. (the "Remaining Interest"). On September 11, 1998, the Company completed
the acquisition of the Remaining Interest for $160,000 and, accordingly, Blaya,
Inc., became a wholly owned subsidiary of the Company and Radio Unica of Houston
License Corp., a wholly owned subsidiary of Blaya, Inc., became an indirect,
wholly owned subsidiary of the Company. The majority-voting stockholder of
Blaya, Inc. repaid the $160,000, plus interest, he owed the Company pursuant to
the 10 year 9% promissory note. In addition, the $5.7 million promissory note
was cancelled by the Company and the Company accounted for such cancellation as
a contribution to Blaya, Inc.'s capital.
41
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. ACQUISITIONS, CONTINUED
1998 ACQUISITIONS, CONTINUED
The Company accounted for the acquisition of Blaya, Inc. as a purchase and
accordingly, the purchase price was allocated to the assets acquired and
liabilities assumed based on appraisals and other estimates of the underlying
values. The operations of Blaya, Inc. are included in the consolidated statement
of operations of the Company beginning on September 11, 1998.
The pro forma results of operations of the Company for the year ended
December 31, 1998 assuming the Oro Spanish Broadcasting, Inc. and Blaya, Inc.
acquisitions had been consummated as of January 1, 1998 and assuming Blaya, Inc.
had acquired 13 Radio as of January 1, 1998 are as follows:
FOR THE YEAR ENDED
DECEMBER 31,
1998
Net revenue $ 8,529,015
==============
Net loss applicable to common stockholders $ (25,004,564)
==============
Net loss per common share applicable to
common stockholders - basic and diluted (2.90)
==============
The acquisitions of the assets of WNMA-AM and WAFN-AM, Miami, KBLA-AM, Los
Angeles, WWRU-AM and WJDM-AM, New York, KAHZ-AM, Dallas/Ft.Worth, KIDR-AM,
Phoenix, WNTD-AM, Chicago, KCUV-AM, Denver, KVJY-AM, McAllen, KWRU-AM, Fresno,
KZDC-AM, San Antonio, KQTL-AM, Tucson and KATD-AM, Pittsburgh were not the
purchases of businesses, as the format and language of the stations were changed
and the Company did not assume responsibility for any employees. The
acquisitions were accounted for as purchases and, accordingly, the purchase
price was allocated to the assets acquired and liabilities assumed based on
appraisals and other estimates of their underlying values.
4. SENIOR DISCOUNT NOTES AND SENIOR SECURED REVOLVING CREDIT FACILITY
SENIOR DISCOUNT NOTES
On July 27, 1998, Corp sold in an unregistered offering to qualified
institutional buyers and accredited institutional investors $158,088,000
aggregate principal amount at maturity of Corp's 11 3/4% Senior Discount Notes
due August 1, 2006 (the "Old Notes"). Cash interest on the Old Notes would not
accrue or be payable prior to August 1, 2002. Thereafter, cash interest would
accrue at a rate of 11 3/4% per annum on the principal amount at maturity of the
Old Notes through and including the maturity date and would be payable
semi-annually on August 1 and February 1 of each year. In connection with this
transaction, Corp received net proceeds of approximately $94.4 million after
deducting issuance expenses of approximately $5.6 million.
The Old Notes were general senior unsecured obligations of Corp and ranked
pari-passu in right of payment with all existing and future unsecured and
unsubordinated indebtedness of Corp and senior in right of payment to any
subordinated indebtedness of Corp. The Old Notes were guaranteed on a senior
unsecured basis, as to payment of principal, premium if any, and interest, by
the Guarantors, which consist of Corp's Domestic Restricted Subsidiaries (as
defined in the Indenture, dated July 27, 1998 between Corp, Wilmington Trust as
trustee and the Guarantors named therein (the "Indenture")), on a full,
unconditional, joint and several basis. The Old Notes were redeemable at any
time and from time to time at the option of Corp, in whole or in part on or
after August 1, 2002, plus accrued and unpaid interest thereon to the date of
redemption.
42
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. SENIOR DISCOUNT NOTES AND SENIOR SECURED REVOLVING CREDIT FACILITY, CONTINUED
SENIOR DISCOUNT NOTES, CONTINUED
In addition, on or prior to August 1, 2001, Corp could redeem, at its
option, up to 35% of the aggregate principal amount at maturity of the Old Notes
with the net proceeds of one or more Equity Offerings, as defined, at 111.75% of
the Accreted Value thereof, as defined in the Indenture, as long as Old Notes
representing at least $65.0 million of the aggregate initial Accreted Value of
the Old Notes originally issued remained outstanding after each such redemption
and that such redemption occurred within 90 days of the closing of any such
Equity Offering.
Upon a Change of Control as defined in the Indenture, Corp would be
required to offer to repurchase the Old Notes at a purchase price equal to (i)
101% of the Accreted Value thereof, if the purchase date was on or prior to
August 1, 2002, or (ii) 101% of the principal amount at maturity thereof, plus
accrued and unpaid interest thereon, if any, to the purchase date, if such date
was after August 1, 2002.
The Old Notes restricted, among other things, Corp's ability to incur
additional indebtedness, pay dividends or make certain other restricted
payments, consummate certain asset sales, create liens on assets, enter into
transactions with affiliates, make investments, loans or advances, consolidate
or merge with or into any other person or convey, transfer or lease all or
substantially all of its assets or change the business conducted by Corp.
On December 17, 1998, in order to satisfy certain obligations of Corp
under a Registration Rights Agreement, dated July 22, 1998, between Corp, CIBC
Oppenheimer Corp. and Bear, Stearns & Co. Inc., Corp completed the registration
of the Old Notes and exchanged the Old Notes for newly issued 11 3/4% Senior
Discount Notes Series B due 2006 (the "New Notes").
The form and terms of the New Notes are substantially the same as the Old
Notes, except that the New Notes have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), and hence are not subject to certain
transfer restrictions, registration rights and related liquidated damages
provisions applicable to the Old Notes. The New Notes evidence the same debt as
the Old Notes and are entitled to the benefits of the Indenture. The Indenture
provides for the issuance of both the Old Notes and the New Notes.
SENIOR SECURED REVOLVING CREDIT FACILITY
On July 8, 1998, Corp entered into a credit agreement with a bank for a
senior secured revolving credit facility (the "Revolving Credit Facility")
providing for up to $20.0 million of availability. The revolving credit facility
will mature in May 2002. Amounts outstanding under the revolving credit facility
bear interest at the higher of the (i) bank's prime rate plus 1.25% or (ii)
LIBOR plus 2.50%. The obligations under the revolving credit facility are
guaranteed by the Company and secured by substantially all the assets of Corp
and its subsidiaries.
Corp has paid and pays certain fees in connection with the revolving
credit facility, including a commitment fee of 0.50% per annum on the aggregate
unused portion of the revolving credit facility. At December 31, 2000, there
were no amounts outstanding under the revolving credit facility. However, the
Company's borrowing capacity was reduced by $145,000 due to the issuance of a
letter of credit by the Company.
The revolving credit facility contains certain financial and operational
covenants and customary events of default, including, among others, payment
defaults and default in the performance of other covenants, breach of
representations or warranties, cross-default to other indebtedness, certain
bankruptcy or ERISA defaults, the entry of certain judgments against Corp or any
subsidiary, and any security interest or guarantee that ceases to be in effect.
The revolving credit facility also provides that an event of default will occur
upon the occurrence of a "change of control", as defined.
The Company is currently restructuring certain of its financial covenants
with the bank. Until such time that these covenants are revised, the Company has
no additional borrowing capacity under the revolving credit facility.
43
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. INVESTMENTS
On June 26, 2000 the Company acquired approximately 3% of a Spanish and
Portugese language Sports portal (the "Venture") through the purchase of
preferred stock, in exchange for $2.0 million in cash and $1.0 million in
advertising on the Company's network. At December 31, 2000, the Company
evaluated the carrying value of its investment in the Venture and noted that
due to the financial condition of the Venture, there existed an impairment in
the carrying value of its investment. Accordingly, at December 31, 2000,
based on the information available, the Company wrote off the entire carrying
value in its investment in the Venture. The loss on this investment is
reflected in the accompanying statement of operations for the year ended
December 31, 2000, as part of Other, net.
On July 18, 2000, the Company acquired approximately 13% of Estrellamundo,
LLC for $1.5 million in cash. As of February 9, 2001, Estrellamundo, LLC
completed construction and commenced operations of its Latin-themed restaurant
and club located within Disneyland in Anaheim, California. Certain officers of
the Company are also investors in Estrellamundo, LLC.
Subsequent to year end, the Company guaranteed a $3.5 million loan for
Estrellamundo LLC. The loan was guaranteed through the issuance of a letter of
credit and reduces the Company's borrowing capacity under the revolving credit
facility. In exchange for this guarantee, the Company received an additional
10.5% equity interest in Estrellamundo LLC.
6. PROMISSORY NOTES PAYABLE
On July 15 and July 24, 1997, the Company entered into promissory notes
payable with several stockholders amounting to $365,000. On April 17, 1998 the
Company converted $365,000 in notes payable to stockholders plus accrued
interest of $22,323 into 3,835 shares of Series A redeemable cumulative
preferred stock and 120,070 shares of common stock valued at $383,450 and
$3,873, respectively.
In April, May and June 1998, the Company entered into four promissory
notes payable to Warburg Pincus Ventures ("WPV") in the aggregate amount of
approximately $21.8 million. Such notes bore interest at 10% per annum and were
due on demand. On June 30, 1998, the Company converted $15 million in promissory
notes payable to WPV plus $238,904 in accrued interest into 150,865 shares of
Series A redeemable cumulative preferred stock and 4,724,060 shares of common
stock valued at $15,086,515 and $152,389, respectively. The Company paid the
remaining $6.8 million on July 15, 1998.
7. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
USEFUL LIVES DECEMBER 31,
(YEARS) 2000 1999
------------ --------- ---------
Land - $ 4,029,554 $ 3,339,119
Building 30 1,431,341 1,271,559
Broadcast equipment 7 15,194,934 10,719,737
Leasehold improvements 10 2,297,926 1,685,581
Office equipment, computers & software 3-5 2,473,126 1,771,603
Furniture & fixtures 5 1,055,633 731,858
Automobiles 5 351,927 223,841
----------- -----------
26,834,441 19,743,298
Less: Accumulated depreciation and amortization 4,464,924 2,308,380
----------- -----------
$22,369,517 $17,434,918
=========== ===========
Depreciation expense for the years ended December 31, 2000, 1999 and 1998
was $2,156,544, $1,614,554 and $693,826, respectively.
44
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. OTHER INTANGIBLE ASSETS
Other intangible assets consist of the following:
USEFUL LIVES DECEMBER 31,
(YEARS) 2000 1999
------------ ----------- -----------
Goodwill 30 $ 4,088,735 $ 4,088,735
Deferred financing costs 4-8 5,600,000 5,600,000
Covenants not to compete 1-5 1,526,743 1,526,743
----------- -----------
11,215,478 11,215,478
Less: Accumulated amortization 3,504,074 2,121,950
----------- -----------
$ 7,711,404 $ 9,093,528
=========== ===========
Amortization expense for other intangible assets for the years ended
December 31, 2000, 1999 and 1998 was $1,382,124, $1,550,994 and $570,956,
respectively. Amortization expense relating to the deferred financing costs of
$770,832 for each of the years ended December 31, 2000 and 1999, respectively
and $321,181 for the year ended December 31, 1998 was classified as interest
expense.
9. INCOME TAXES
HISTORICAL
The components of the income tax benefit (expense) are as follows:
YEAR ENDED DECEMBER 31,
---------------------------------------------------
2000 1999 1998
----------- ----------- -----------
Deferred $ 809,448 $ (311,989) $ 2,446,745
----------- ----------- -----------
$ 809,448 $ (311,989) $ 2,446,745
=========== =========== ===========
The differences between the federal statutory income tax and the effective
income tax rate are summarized below:
YEAR ENDED DECEMBER 31,
--------------------------------------------
2000 1999 1998
------------ ------------- -------------
Tax benefit at federal statutory rate $ 11,566,788 $ 18,824,200 $ 8,499,127
State income tax benefit, net of federal benefit 1,515,715 1,739,268 1,239,329
Permanent differences (1,248,781) (6,984,390) (60,111)
Other (135,208) 23,078 58,775
Increase in valuation allowance (10,889,066) (13,914,145) (7,290,375)
------------ ------------- -------------
$ 809,448 $ (311,989) $ 2,446,745
============ ============= =============
45
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. INCOME TAXES, CONTINUED
Deferred income taxes reflect the tax effects of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's net deferred income taxes are as follows:
YEAR ENDED
DECEMBER 31,
------------------------
2000 1999
----------- ----------
Deferred tax assets:
Net operating loss carryforwards $39,306,356 $25,501,585
Other 442,969 161,755
----------- -----------
39,749,325 25,663,340
Valuation allowance (32,644,449) (21,755,383)
----------- -----------
Total deferred tax assets 7,104,876 3,907,957
Deferred tax liabilities:
Depreciation and amortization (8,215,362) (5,835,113)
Other (34,045) (26,823)
----------- -----------
(8,249,407) (5,861,936)
----------- -----------
Total net deferred taxes $(1,144,531) $(1,953,979)
=========== ===========
SFAS No. 109 requires a valuation allowance to reduce the deferred tax
assets reported if based on the weight of the evidence, it is more likely
than not that some portion or all of the deferred tax assets will not be
realized. After consideration of all the evidence, both positive and
negative, management has determined that a $32,644,449 valuation allowance at
December 31, 2000 is necessary to reduce the deferred tax assets to the
amount that will more likely than not be realized. The change in the
valuation allowance in 2000 is approximately $10,889,000. At December 31,
2000, the Company has available net operating loss carryforwards of
approximately $97,920,000 of which approximately $94,923,000 expire in the
years 2018 through 2020 and the remaining $2,997,000 expires in years 2007
through 2012.
10. PREFERRED STOCK
The Company has 5,000,000 authorized shares of Preferred Stock (the
"Preferred Stock"), $.01 par value, of which no shares were issued and
outstanding at December 31, 2000 and 1999.
Prior to October 19, 1999, the Company had 5,000,000 authorized shares of
redeemable, 10% cumulative, nonconvertible, voting, Series A Preferred Stock,
$.01 par value. In connection with the IPO, all the outstanding shares of Series
A redeemable cumulative preferred stock were exchanged for an aggregate of
2,974,909 shares of common stock. The total liquidation value of the Series A
redeemable cumulative preferred stock on the date of the IPO was $41,499,977
which included accrued dividends of $6,119,487.
On August 28, 1998, the Company, pursuant to a separation agreement
between the Company and its former President and Chief Operating Officer,
redeemed and cancelled 2,110 shares of Series A redeemable cumulative preferred
stock and 66,030 shares of common stock of the Company in exchange for $223,257.
46
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. STOCK OPTION PLAN
On August 8, 1997, Corp adopted the 1997 Stock Option Plan (the Plan),
which provides for the granting of incentive stock options to purchase shares of
Corp's common stock to officers, directors and key employees responsible for the
direction and management of Corp and to non-employee consultants and independent
contractors. At December 31, 1997, Corp reserved 6,200,000 shares of its common
stock for issuance under the Plan. The vesting period and the terms of the
incentive stock options granted are established by a Committee of the Board of
Directors (the Committee). The incentive stock options expire no later than ten
years from the date of grant. Upon the adoption of the Plan, Corp granted
options to its employees to purchase 2,387,000 shares of its common stock. Upon
consummation of the Reorganization, the Plan was assumed by the Company and each
option to purchase one share of Corp's common stock was converted into an option
to purchase one share of the Company's common stock, exercisable upon the same
terms and conditions as they were under Corp's stock option plan, and Corp's
stock option plan was cancelled.
In 1998, the Company granted options to its employees to purchase
2,844,870 shares of the Company's common stock. Of the 2,844,870 options
granted, 678,280 vested immediately, 407,650 vest ratably over time and 635,500
vest upon the attainment of certain performance goals as determined by the
Committee. Of the 635,500 options, 130,888 vested on December 31, 1998. The
exercise price of the 678,280 options which vested immediately, the 407,650
options which vest ratably over time and the 130,888 options which vested on
December 31, 1998 is $0.03 per share, which was determined by the Committee to
be the fair market value at the date of grant, or, in the case of the 130,888
options, on the date they vested. As a result, no compensation expense has been
recognized on these options under the provisions of APB Opinion No. 25. The
remaining 1,123,440 options have an exercise price of $1.10 to $1.72 per share
and vest upon (i) the sale of the Company or substantially all of its assets,
(ii) an IPO, or (iii) an issuance of capital stock of the Company that would
result in WPV and/or its affiliates in the aggregate ceasing to control more
common stock of the Company than any other single stockholder. Compensation
expense for the 1,123,440 options is recognized to the extent that the market
value of the shares exceeds the option price when vesting for these options
becomes probable. Vesting for these options was not deemed probable as of
December 31, 1998 and no compensation expense was recorded for these options as
of December 31, 1998.
During 1999, the Company granted options to its employees to purchase
1,914,667 shares of the Company's common stock. Of the 1,914,667 options
granted, 1,821,357 vest ratably over time and 31,620 vest upon the attainment of
certain performance goals as determined by the Committee. The exercise price of
the 1,821,357 options which vest ratably over time range from $0.03 to $32.00
per share, which was determined by the Committee to be the fair market value at
the date of grant. As a result, no compensation expense has been recognized on
these options under the provisions of APB Opinion No. 25. The remaining 61,690
options have an exercise price of $1.10 to $1.72 per share and vest upon (i) the
sale of the Company or substantially all of its assets, (ii) an IPO, or (iii) an
issuance of capital stock of the Company that would result in WPV and/or its
affiliates in the aggregate ceasing to control more common stock of the Company
than any other single stockholder.
During 1999, the 31,620 and 61,690 options granted in 1999 and the 635,500
and 1,123,400 options granted in 1998, which were variable options, were valued
at the IPO of $16.00 per share. Compensation expense of approximately
$19,591,000, representing the extent that the market value of the shares
exceeded the option price, was charged to operations immediately and
approximately $4.3 million will be charged to operations over the remaining
vesting period. Approximately $3.2 million was charged to operations in 2000.
During 2000, the Company granted options to its employees to purchase
528,600 shares of the Company's common stock. All the options granted during
2000 vest ratably over time. The exercise price of the 528,600 options range
from $3.44 to $30.63 per share, the fair market value at the date of grant. As a
result, no compensation expense has been recognized on these options under the
provisions of APB Opinion No. 25.
47
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. STOCK OPTION PLAN, CONTINUED
Changes to the plan for 2000, 1999 and 1998 are as follows:
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------
2000 1999 1998
----------------------- ----------------------- ----------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
OPTION PRICE OPTION PRICE OPTION PRICE
----------- ------ ----------- ------ ----------- -----
Outstanding at beginning of year 4,634,525 $ 6.75 2,844,870 $ 0.58 2,387,000 $0.03
Granted 528,600 7.35 1,914,667 15.61 2,844,870 0.58
Exercised (183,510) 0.71 (46,004) 0.03 -- --
Cancelled (265,254) 15.73 (79,008) 1.05 (2,387,000) 0.03
----------- ------ ----------- ------ ----------- -----
Outstanding at end of year 4,714,361 $ 6.50 4,634,525 $ 6.75 2,844,870 $0.58
=========== ====== =========== ====== =========== =====
Options exercisable at year-end 2,934,477 $ 2.70 2,529,246 $ 0.65 972,228 $0.03
=========== ====== =========== ====== =========== =====
The following table summarizes information about stock options outstanding at
December 31, 2000:
------------------------------------------------ -----------------------
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------ -----------------------
WEIGHTED
AVERAGE WEIGHTED
REMAINING AVERAGE
EXERCISE PRICE NUMBER CONTRACTUAL NUMBER EXERCISE
RANGE OUTSTANDING LIFE EXERCISABLE PRICE
-------------- ----------- ----------- ----------- ----------
$0.03 - $1.72 2,626,884 5.45 2,538,132 $ 0.60
$3.44 - $5.88 372,100 9.51 - -
$9.88 - $11.50 126,400 9.20 - -
$16.00 - $25.75 1,576,977 8.80 393,945 $ 16.02
$26.00 - $32.00 12,000 8.89 2,400 $ 29.11
The weighted average per share fair values of options granted under the
stock option plan during 2000, 1999 and 1998, based on the Black-Scholes option
valuation model, were $6.56, $6.20 and $0.008, respectively. Had compensation
expense for the stock option grants been determined based in the fair value at
the grant date for awards consistent with the methods of SFAS No. 123, the
Company's pro forma net loss would have increased for each year as indicated
BELOW:
48
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. STOCK OPTION PLAN, CONTINUED
YEAR ENDED DECEMBER 31,
---------------------------------------------------
2000 1999 1998
---------- ------------- -------------
Net loss applicable to common
stockholders
As reported $ (32,317,427) $ (57,244,806) $ (24,687,084)
================ =============== ==============
Pro forma $ (35,227,356) $ (57,819,967) $ (24,688,270)
================ =============== ==============
Net loss per share applicable
to common stockholders
As reported $ (1.53) $ (4.37) $ (2.86)
================ =============== ==============
Pro forma $ (1.67) $ (4.42) $ (2.86)
================ =============== ==============
The following weighted average assumptions were used in the Black-Scholes model:
DECEMBER 31,
-------------------------------------
2000 1999 1998
---------- ----------- ------------
Expected life 5 years 5 years 5 years
Interest rate 6.50% 6.50% 6.00%
Volatility 310% 130% -
Dividend Yield - - -
The following weighted average assumptions were used in the Black-Scholes
model:
The Black-Scholes options valuation model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because changes in the subjective input assumptions can materially
affect the fair value estimate, the existing models, in management's opinion, do
not necessarily provide a reliable single measure of the fair value of the
Company's stock options.
12. COMMITMENTS
QUETZEL BILINGUAL COMM., INC., TIME BROKERAGE AGREEMENT
On December 29, 1999, the Company entered into a LMA with Quetzel
Bilingual Comm., Inc. to operate San Diego radio station KURS, effective January
1, 2000. The term of this LMA is through December 31, 2001 with an option for a
one-year extension. The Company's annual LMA payment is $744,000. The Company
has an option to purchase the assets of KURS. The option is exercisable at
periodic intervals through December 31, 2002.
RADIO BROADCASTING RIGHTS
The Company has entered into Radio Broadcasting Rights Agreements ("Rights
Agreements") with Inter/Forever Sports, Inc. for several large soccer events
including Copa America 2001 and 2003, Copa Oro 2000, 2002, 2004 and 2006 and
elimination games for the 2002 World Cup (collectively the "Soccer Events"). The
Rights Agreements grant the Company exclusive Spanish-language radio broadcast
rights in the United States of America for the Soccer Events.
49
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. COMMITMENTS, CONTINUED
RADIO BROADCASTING RIGHTS, CONTINUED
At December 31, 2000, future minimum obligations under the Rights
Agreements are as follows:
2001 $ 925,000
2002 1,050,000
2003 1,250,000
2004 500,000
2005 500,000
2006 500,000
-----------
$4,725,000
===========
LEASES
The Company leases office space, land, broadcasting studios and certain
equipment under operating leases, which expire at various dates through December
2023. Certain leases contain renewal options and provide for base rental
payments plus escalation charges for real estate taxes and operating expenses.
At December 31, 2000, future minimum lease payments under such leases are as
follows:
2001 $1,280,000
2002 1,217,000
2003 1,096,000
2004 984,000
2005 722,000
Thereafter 3,077,000
-----------
$8,376,000
===========
Total rent expense for the years ended December 31, 2000, 1999 and 1998
was approximately $1,450,000, $943,000, and $526,000, respectively.
13. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of the quarterly results of operations for the
years ended December 31, 2000 and 1999:
2000
-----------------------------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31
--------------- ------------ --------------- --------------
Net revenues $ 6,217,703 $ 7,745,933 $ 8,677,436 $ 7,454,639
Net loss (8,944,221) (6,755,320) (6,486,810) (10,131,076)
Net loss applicable to common shareholders (8,944,221) (6,755,320) (6,486,810) (10,131,076)
Net loss per common share -basic and diluted $ (0.43) $ (0.32) $ (0.31) $ (0.48)
2000
-----------------------------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31
--------------- ------------ --------------- --------------
Net revenues $ 1,765,914 $ 4,581,368 $ 4,733,967 $ 5,135,931
Net loss (9,763,779) (9,447,465) (27,838,491) (7,045,682)
Net loss applicable to common shareholders (10,722,332) (10,424,674) (28,845,650) (7,252,150)
Net loss per common share -basic and diluted $ (0.97) $ (0.94) $ (2.60) $ (0.38)
Basic and diluted loss per common share are computed independently for
each of the periods presented, accordingly, the sum of the quarterly loss per
share amounts may not agree to the total for the year.
50
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. STOCKHOLDER NOTES RECEIVABLE
On November 1, 2000, the Company's Board of Directors authorized loans
to the Company's Chairman and Chief Executive Officer ("CEO") as well as the
Company's Chief Financial Officer ("CFO") of up to $550,000 and $200,000,
respectively. The proceeds of these notes may only be used by the CEO and CFO
to purchase shares of the Company's common stock. The full recourse notes
bear interest at a rate of 8% per year and mature on November 13, 2005. The
notes have been classified in the accompanying balance sheet as a decrease to
stockholders' equity. At December 31, 2000, the amounts outstanding under
these notes totaled $329,069. Interest receivable of $2,267 at December 31,
2000 is included in other assets.
51
ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The information required by Item 10 with respect to directors, nominees
and executive officers of the Company is incorporated by reference to the
information set forth in the Company's Definitive Schedule 14A Proxy Statement
to be filed with the Securities and Exchange Commission not later than 120 days
after the Company's fiscal year end.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference to the
information set forth in the Company's Definitive Schedule 14A Proxy Statement
to be filed with the Securities and Exchange Commission not later than 120 days
after the Company's fiscal year-end.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The information required by Item 12 is incorporated by reference to the
information set forth in the Company's Definitive Schedule 14A Proxy Statement
to be filed with the Securities and Exchange Commission not later than 120 days
after the Company's fiscal year-end.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated by reference to the
information set forth in the Company's Definitive Schedule 14A Proxy Statement
to be filed with the Securities and Exchange Commission not later than 120 days
after the Company's fiscal year-end.
52
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) 1. FINANCIAL STATEMENTS
The following financial statements have been filed under Item 8 of this report:
Report of Independent Certified Public Accountants
Consolidated Balance Sheets as of December 31, 2000 and 1999
Consolidated Statements of Operations for the Years Ended December 31, 2000,
1999 and 1998
Consolidated Statements of Changes in Series A Redeemable Cumulative Preferred
Stock and Stockholders' Equity (Deficit) for the Years Ended December 31,
2000, 1999 and 1998
Consolidated Statements of Cash Flows for the Years Ended December 31, 2000,
1999 and 1998
Notes to Consolidated Financial Statements
(A) 2. FINANCIAL STATEMENT SCHEDULES
Schedule I - Condensed Financial Information of Radio Unica Communications Corp.
Schedule II - Valuation and Qualifying Accounts
(B) REPORTS ON FORM 8-K
None
53
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF
RADIO UNICA COMMUNICATIONS CORP.
CONDENSED BALANCE SHEETS
DECEMBER 31,
-------------------------------
ASSETS 2000 1999
- ---------------------------------------------------------------------------------------------------------
Current assets:
Cash and cash equivalents $ 39,131,198 $ 74,409,982
Interest receivable 2,267 410,174
Prepaid expenses 1,950 -
------------ ------------
Total current assets 39,135,415 74,820,156
Investments in and intercompany receivable from wholly owned subsidiary 9,586,454 2,124,818
Other assets 137,136 7,000
------------ ------------
$ 48,859,005 $ 76,951,974
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
- ---------------------------------------------------------------------------------------------------------
Current liabilities:
Accrued expenses $ 76,771 $ --
Commitments and contingencies
Stockholders' equity:
Preferred stock; $.O1 par value; 5,000,000 shares authorized;
no shares issued or outstanding -- --
Common stock; $.01 par value; 40,000,000 shares authorized; 21,290,402
shares and 20,942,837 shares issued and outstanding at December 31,
2000 and 1999, respectively 212,904 209,428
Additional paid-in capital 161,421,490 158,795,542
Treasury stock at cost, 478,800 and 0 shares at December 31,
2000 and 1999, respectively (1,315,644) --
Stockholder notes receivable (329,069) --
Deferred compensation expense (1,102,546) (4,265,522)
Accumulated deficit (110,104,901) (77,787,474)
------------ -------------
Total stockholders' equity 48,782,234 76,951,974
------------ -------------
$ 48,859,005 $ 76,951,974
============ =============
54
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF
RADIO UNICA COMMUNICATIONS CORP.
CONDENSED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
2000 1999
- -----------------------------------------------------------------------------
Operating expenses:
Selling, general and administrative $ 534,217 $ 77,734
Equity in net loss of subsidiary 32,083,542 35,467,533
Stock option compensation 3,162,976 19,591,106
-------------- -------------
Loss from operations (35,780,735) (55,136,373)
Other income (expense):
Interest income 3,463,308 1,040,956
-------------- -------------
3,463,308 1,040,956
-------------- -------------
Loss before income taxes (32,317,427) (54,095,417)
Income tax (expense) benefit -- --
-------------- -------------
Net loss (32,317,427) (54,095,417)
Accrued dividends on Series A redeemable
cumulative preferred stock -- 3,149,389
-------------- -------------
Net loss applicable to common shareholders $ (32,317,427) $ (57,244,806)
============== =============
55
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF
RADIO UNICA COMMUNICATIONS CORP.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
2000 1999
------------ -------------
Operating activities:
Net loss $(32,317,427) $(54,095,417)
Adjustments to reconcile net loss to net cash
used in operating activities:
Equity in net loss of subsidiary 32,083,542 35,467,533
Stock option compensation expense 3,162,976 19,591,106
Change in assets and liabilities:
Interest receivable 407,908 (410,174)
Accrued expenses 76,771 --
Prepaid expenses and other assets (132,085) (7,000)
------------ ------------
Net cash provided by operating activities 3,281,685 546,048
------------ ------------
INVESTING ACTIVITIES:
Due from subsidiary, net (37,045,180) (25,586,887)
Investment in equity investee -- (44,550)
------------ ------------
Net cash used in investing activities (37,045,180) (25,631,437)
------------ ------------
FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 129,424 99,450,821
Proceeds from issuance of Series A redeemable
cumulative preferred stock and common stock -- 44,550
Stockholder notes receivable (329,069) --
Acquistion of treasury stock (1,315,644) --
------------ ------------
Net cash (used in) provided by financing activities (1,515,289) 99,495,371
------------ ------------
Net increase in cash and cash equivalents (35,278,784) 74,409,982
Cash and cash equivalents at the beginning of year 74,409,982 --
------------ ------------
Cash and cash equivalents at end of year $ 39,131,198 $ 74,409,982
============ ============
Exchange of Series A redeemable cumulative preferred
stock for common stock $ -- $ 41,499,977
============ ============
Issuance of common stock on behalf of subsidiary for
purchase of radio stations $ 2,500,000 $ --
============ ============
56
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
In the parent company-only financial statements of Radio Unica
Communications Corp. (formerly Radio Unica Holdings Corp.) (the Company), the
investment in the wholly owned subsidiary is stated at cost plus equity in the
net loss of subsidiary since inception. The parent company-only financial
statements should be read in conjunction with Radio Unica Communications Corp.'s
consolidated financial statements which are included herein.
2. INITIAL PUBLIC OFFERING
On October 19, 1999, the Company completed an initial public offering
("IPO") of 6,840,000 shares of its common stock at an IPO price of $16.00 per
share. The Company received net proceeds from the IPO of approximately $99.4
million on October 22, 1999. The net proceeds from the IPO were and will be used
to repay the indebtedness under the revolving credit facility, to acquire radio
stations, upgrade existing stations and for general corporate purposes.
3. PREFERRED STOCK
In connection with the IPO, all the outstanding shares of Series A
redeemable cumulative preferred stock were exchanged for an aggregate of
2,974,909 shares of common stock. The total liquidation value of the Series A
redeemable cumulative preferred stock on the date of the IPO was $41,499,977,
which included accrued dividends of $6,119,487.
4. STOCK OPTION PLAN
On August 8, 1997, Radio Unica Corp. ("Corp"), a wholly owned subsidiary
of the Company, adopted the 1997 Stock Option Plan (the Plan), which provides
for the granting of incentive stock options to purchase shares of Corp's common
stock to officers, directors and key employees responsible for the direction and
management of Corp and to non-employee consultants and independent contractors.
At December 31, 1997, Corp reserved 6,200,000 shares of its common stock for
issuance under the Plan. The vesting period and the terms of the incentive stock
options granted are established by a Committee of the Board of Directors (the
Committee). The incentive stock options expire no later than ten years from the
date of grant. Upon the adoption of the Plan, Corp granted options to its
employees to purchase 2,387,000 shares of its common stock. Upon consummation of
the Reorganization (see Note 1 to the Company's consolidated financial
statements), the Plan was assumed by the Company and each option to purchase
one share of Corp's common stock was converted into an option to purchase one
share of the Company's common stock, exercisable upon the same terms and
conditions as they were under Corp's stock option plan, and Corp's stock
option plan was cancelled.
In 1998, the Company granted options to its employees to purchase
2,844,870 shares of the Company's common stock. Of the 2,844,870 options
granted, 678,280 vested immediately, 407,650 vest ratably over time and 635,500
vest upon the attainment of certain performance goals as determined by the
Committee. Of the 635,500 options, 130,888 vested on December 31, 1998. The
exercise price of the 678,280 options which vested immediately, the 407,650
options which vest ratably over time and the 130,888 options which vested on
December 31, 1998 is $0.03 per share, which was determined by the Committee to
be the fair market value at the date of grant, or, in the case of the 130,888
options, on the date they vested. As a result, no compensation expense has been
recognized on these options under the provisions of APB Opinion No. 25. The
remaining 1,123,440 options have an exercise price of $1.10 to $1.72 per share
and vest upon (i) the sale of the Company or substantially all of its assets,
(ii) an IPO, or (iii) an issuance of capital stock of the Company that would
result in WPV and/or its affiliates in the aggregate ceasing to control more
common stock of the Company than any other single stockholder. Compensation
expense for the 1,123,440 options is recognized to the extent that the market
value of the shares exceeds the option price when vesting for these options
becomes probable. Vesting for these options was not deemed probable as of
December 31, 1998 and no compensation expense was recorded for these options as
of December 31, 1998.
57
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF
RADIO UNICA COMMUNICATIONS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
4. STOCK OPTION PLAN
During 1999, the Company granted options to its employees to purchase
1,914,667 shares of the Company's common stock. Of the 1,914,667 options
granted, 1,821,357 vest ratably over time and 31,620 vest upon the attainment of
certain performance goals as determined by the Committee. The exercise price of
the 1,821,357 options which vest ratably over time range from $0.03 to $32.00
per share, which was determined by the Committee to be the fair market value at
the date of grant. As a result, no compensation expense has been recognized on
these options under the provisions of APB Opinion No. 25. The remaining 61,690
options have an exercise price of $1.10 to $1.72 per share and vest upon (i) the
sale of the Company or substantially all of its assets, (ii) an IPO, or (iii) an
issuance of capital stock of the Company that would result in WPV and/or its
affiliates in the aggregate ceasing to control more common stock of the Company
than any other single stockholder.
During 1999, the 31,620 and 61,690 options granted in 1999 and the 635,500
and 1,123,400 options granted in 1998, which were variable options, were
valued at the initial public offering price of $16.00 per share. Compensation
expense of approximately $19,591,000, representing the extent that the market
value of the shares exceeded the option price, was charged to operations
immediately and approximately $4.3 million will be charged to operations over
the remaining vesting period.
During 2000, the Company granted options to its employees to purchase
528,600 shares of the Company's common stock. All the options granted during
2000 vest ratably over time. The exercise price of the 528,600 options range
from $3.44 to $30.63 per share, which was determined by the Committee to be the
fair market value at the date of grant. As a result, no compensation expense has
been recognized on these options under the provisions of APB Opinion No. 25.
5. STOCKHOLDER NOTES RECEIVABLE
On November 1, 2000, the Company's Board of Directors authorized loans to
the Company's Chairman and Chief Executive Officer ("CEO") as well as the
Company's Chief Financial Officer ("CFO") of up to $550,000 and $200,000,
respectively. The proceeds of the notes may only be used by the CEO and CFO to
purchase the shares of the Company's common stock. The full recourse notes bear
interest at a rate of 8% per year and mature on November 13, 2005. The notes
have been classified in the accompanying balance sheet as a decrease to
stockholders' equity. At December 31, 2000, the amounts outstanding under these
notes totaled $329,069. Interest receivable of $2,267 at December 31, 2000 is
included in other assets.
58
RADIO UNICA COMMUNICATION CORP.
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
ADDITIONS
---------
BALANCE AT CHARGED CHARGES BALANCE AT
BEGINNING OF TO COSTS TO OTHER END OF
DESCRIPTION YEAR AND EXPENSES ACCOUNTS DEDUCTION YEAR
- ----------- ---- ------------ -------- --------- ----
2000:
Allowance for doubtful trade accounts
receivable $ 255,242 $ 909,644 $ - (340,625) $ 824,261
============ =========== ======= ========= ===========
Deferred tax valuation allowance $ 21,755,383 10,889,066 $ - $ - 32,644,449
============ =========== ======= ========= ===========
1999:
Allowance for doubtful trade accounts
receivable $ 116,031 $ 160,208 $ - $ 20,997 $ 255,242
============ =========== ======= ========= ============
Deferred tax valuation allowance $ 7,841,238 $13,914,145 $ - $ - $ 21,755,383
============ =========== ======= ========= ============
1998:
Allowance for doubtful trade accounts
receivable $ - $ 118,098 $ - 2,067 $ 116,031
============ =========== ======= ========= ============
Deferred tax valuation allowance $ 550,863 $ 7,290,375 $ - $ - $ 7,841,238
============ =========== ======= ========= ============
59
(C) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K
EXHIBIT
NUMBER DESCRIPTION
- --------------------------------------
3.1** Certificate of Incorporation
3.2** Bylaws
4.1* Indenture dated as of July 27, 1998 between Radio Unica Corp.
and Wilmington Trust Company, as Trustee.
10.1* Credit Agreement, dated as of July 8, 1998 among Radio Unica
Corp., Radio Unica Holdings Corp., the several banks and other
financial institutions from time to time parties thereto and
Canadian Imperial Bank of Commerce, in its individual capacity
and as Agent ("CIBC").
10.2**** Amendment No. 2 to Credit Agreement, dated as of February 22,
2000 among Radio Unica Corp, Radio Unica Communications
Corp.(formerly known as Radio Unica Holdings Corp), the several
banks and other financial institutions from time to time parties
to the CIBC, as issuer of certain letters of credit and as agent
for the Lenders thereunder.
10.3**** Amendment No. 3 to Credit Agreement, dated as of June 20, 2000
among Radio Unica Corp, Radio Unica Communications Corp.(formerly
known as Radio Unica Holdings Corp), the several banks and other
financial institutions from time to time parties to the CIBC, as
issuer of certain letters of credit and as agent for the Lenders
thereunder.
10.4**** Amendment No. 4 to Credit Agreement, dated as of March 8, 2001
among Radio Unica Corp, Radio Unica Communications Corp.(formerly
known as Radio Unica Holdings Corp), the several banks and other
financial institutions from time to time parties to the CIBC, as
issuer of certain letters of credit and as agent for the Lenders
thereunder.
10.5* Form of Non Competition and Confidentiality Agreement with each
of Joaquin F. Blaya and Steven E. Dawson, dated August 13, 1997.
10.6* Agreement, dated as of January 15, 1998, entered into by and
between Radio Unica Corp. and Jorge Ramos.
10.7* Amended and Restated Artist Agreement, dated as of June 5, 1998,
entered into by and between Radio Unica Network, Inc. and Raque
Productions (for services of Pedro Sevcec).
10.8* Independent Contractor Agreement dated as of June 30, 1998
between Radio Unica Network, Inc. and Dra Isabel, Inc. (for
services of Isabel Gomez Bassols).
10.9*** Time Brokerage Agreement dated as of December 29, 1999 buy and
between Radio Unica Corp and Quetzal Bilingual Comm., Inc.
10.10*** Option Agreement dated as of December 29, 1999 buy and between
Radio Unica Corp and Quetzal Bilingual Comm., Inc.
21.1**** Subsidiaries
23.1**** Consent of Ernst & Young LLP
---------------
60
* Incorporated by reference from Registration Statement on Form S-4 (No.
333-61211) of Radio Unica Corp. as amended, as declared effective by the
Securities and Exchange Commission on December 18,1998.
** Incorporated by reference from Registration Statement on Form S-1 (No
333-82561) of Radio Unica Communications Corp, as amended, as declared
effective by the Securities and Exchange Commission on October 19, 1999.
*** Incorporated by reference from Annual Report on Form 10-K for the year
ended December 31, 1999 filed by Radio Unica Communications Corp.
**** Filed herewith
61
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on March 28, 2001.
Radio Unica Communications Corp.
By: /s/ Joaquin F. Blaya
--------------------
Joaquin F. Blaya
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Joaquin F. Blaya Chairman of the Board March 28, 2001
- -------------------------- Chief Executive Officer
Joaquin F. Blaya
/s/ Jose C. Cancela President and Director March 28, 2001
- -------------------------
Jose C. Cancela
/s/ Steven E. Dawson Chief Financial Officer, March 28, 2001
- ------------------------- Executive Vice President
Steven E. Dawson Secretary and Director
/s/ Manuel Borges Vice President of Finance March 28, 2001
- ------------------------- (Principal Accounting Officer)
Manuel Borges
/s/ John D. Santoleri Director March 28, 2001
- -------------------------
John D. Santoleri
/s/ Sidney Lapidus Director March 28, 2001
- -------------------------
Sidney Lapidus
/s/ Andrew C. Goldman Director March 28, 2001
- -------------------------
Andrew C. Goldman
/s/ Leonard S. Coleman Jr. Director March 28, 2001
- --------------------------
Leonard S. Coleman Jr.
/s/ Richard Dillon Director March 28, 2001
- --------------------------
Richard Dillon
62