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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
|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 _________.
Commission File Number
0-24516
HISPANIC BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
99-0113417
Delaware (I.R.S. Employer
(State of Incorporation) Identification No.)
3102 Oak Lawn Avenue, Suite 215
Dallas, Texas 75219
Telephone (214) 525-7700
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: Class A Common Stock
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES |X| NO |_|
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. |_|
On March 15, 2001, the aggregate market price of the Class A Common Stock held
by non-affiliates of the Company was approximately $954.1 million. (For
purposes hereof, directors, executive officers and 10% or greater shareholders
have been deemed affiliates).
On March 15, 2001, there were 80,685,252 outstanding shares of Class A Common
Stock, $.001 par value per share.
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.
1
HISPANIC BROADCASTING CORPORATION
INDEX TO FORM 10-K
Page
Number
PART I.
Item 1. Business ......................................................... 3
Item 2. Properties ....................................................... 15
Item 3. Legal Proceedings ................................................ 16
Item 4. Submission of Matters to a Vote of Security Holders .............. 16
PART II.
Item 5. Market for Registrant's Class A Common Stock and
Related Stockholder Matters ...................................... 17
Item 6. Selected Financial Data .......................................... 18
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations .............................. 19
Item 7a. Quantitative and Qualitative Disclosures About Market
Risk ............................................................. 24
Item 8. Financial Statements and Supplementary Data ...................... 26
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure .............................. 43
PART III.
Item 10. Directors and Executive Officers of the Registrant ............... 44
Item 11. Executive Compensation ........................................... 44
Item 12. Security Ownership of Certain Beneficial Owners and
Management ....................................................... 44
Item 13. Certain Relationships and Related Transactions ................... 44
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K ......................................................... 45
2
PART I.
ITEM 1. BUSINESS
General
Hispanic Broadcasting Corporation (the "Company") is the largest
Spanish-language radio broadcasting company in the United States and currently
owns and programs 47 radio stations in 13 markets. Our stations are located in
12 of the 15 largest Hispanic markets in the United States, including Los
Angeles, New York, Miami, San Francisco/San Jose, Chicago, Houston, San Antonio,
Dallas/Fort Worth, McAllen/Brownsville/Harlingen, San Diego, Phoenix and El
Paso. In addition, we also operate the HBC Radio Network, which is one of the
largest Spanish-language radio broadcast networks in the United States in terms
of audience delivery and HBCi which operates the Company's radio station
Internet websites.
Our strategy is to own and program top performing Spanish-language
radio stations, principally in the 15 largest Spanish-language radio markets
in the United States. Based on the results of the Fall 2000 Arbitron Ratings
Book, we operated the leading Spanish-language radio station in the adult
25-54 age group, as measured by audience share, in 10 of the 13 markets where
we operated during the fall rating period. Our current strategy is to acquire
or develop additional Spanish-language radio stations in the leading Hispanic
markets.
We frequently evaluate strategic opportunities, both within and outside
our existing line of business, that closely relate to serving the Hispanic
market, including opportunities outside of the United States. We expect to
pursue additional acquisitions from time to time and may decide to dispose of
certain businesses. Such acquisitions or dispositions could be material.
The following table sets forth certain information regarding the radio
stations that we owned and programmed as of December 31, 2000:
No. of Stations
Ranking of Market by -----------------
Hispanic Population (a) Market AM FM
- ----------------------- --------------------------------------------------------
1 Los Angeles 1 4
2 New York 1 1
3 Miami 2 2
4 San Francisco/San Jose 0 2
5 Chicago 2 1
6 Houston 2 5
7 San Antonio 2 4
8 Dallas/Fort Worth 2 5
9 McAllen/Brownsville/Harlingen 1 2
10 San Diego 0 2
11 Phoenix 0 1
13 El Paso 2 1
26 Las Vegas 1 1
-----------------
Total 16 31
=================
(a) Ranking of the principal radio market served by the Company's station(s)
among all U.S. radio markets by Hispanic population as reported by
Strategy Research Corporation - 2000 U.S. Hispanic Market Study.
3
The Company believes Spanish-language radio broadcasting has significant
growth potential for the following reasons:
>> The U.S. Hispanic population is growing rapidly. The U.S. Hispanic
population grew from an estimated 27.3 million (approximately 10.4% of the
total United States population) at the end of 1995 to an estimated 35.3
million (approximately 12.5% of the total United States population) by the
end of year 2000. The growth rate is approximately four times the growth
rate for the total United States population during the same period.
>> The U.S. Hispanic population is concentrated in 15 markets. Approximately
67.0%, or approximately 23.7 million, of all U.S. Hispanics live in these
markets. The U.S. Hispanic population in the top fifteen markets, as a
percentage of the total population in such markets, has increased from
approximately 17.0% in 1980 to approximately 27.3% in 2000. The percentage
concentration of Hispanics in the top fifteen markets is more than twice
the percentage of Hispanics in the U.S. as a whole. Since 1980, the
Hispanic population growth has represented approximately 52.2% of the
total population growth in the top fifteen Hispanic markets.
>> U.S. Hispanics represent an attractive consumer market. Advertisers target
Hispanics because, on average, they are younger, their households are
larger in size and they routinely spend a greater percentage of their
income on many different kinds of goods and services than do non-Hispanic
households. The Company believes that, as a result, advertisers have
substantially increased their use of Spanish media. Total Spanish-language
advertising revenues have increased from approximately $1.1 billion in
1995 to an estimated $2.4 billion in 2000. This represents a compound
annual growth rate of approximately 17.5%, which is substantially greater
than the estimated growth rate for total advertising for the comparable
period.
The Company was incorporated under the laws of the State of Delaware in
1992. The Company's principal executive offices are located at 3102 Oak Lawn
Avenue, Suite 215, Dallas, Texas 75219 and the telephone number is (214)
525-7700.
On May 25, 2000, the Company began trading its stock on the New York Stock
Exchange (the "NYSE"). The Company's shares were previously traded on the Nasdaq
National Market under the ticker symbol "HBCCA". Upon listing with the NYSE, the
ticker symbol for the Company's Class A Common Stock changed to "HSP". The
change in the exchange on which the Company's shares are traded did not affect
the validity or transferability of its outstanding securities or affect its
capital or corporate structure and its stockholders were not required to
exchange any certificates representing any of its securities held by them.
Spanish-Language Radio Industry
Due to differences in origin, Hispanics are not a homogeneous group. The
music, culture, customs and Spanish dialects vary from one radio market to
another. Consequently, the Company programs its stations in a manner responsive
to the local preferences of the target demographic audience in each of the
markets it serves. A well-researched mix of Spanish-language music and on-air
programming at an individual station can attract a wide audience targeted by
advertisers. Programming is continuously monitored to maintain its quality and
relevance to the target audience. Most music formats are primarily variations of
Regional Mexican, Tropical, Tejano and Contemporary music styles. The local
program director selects music from the various music styles that best reflect
the music preferences of the local
4
Hispanic audiences. A brief description of the Company's programming follows:
Regional Mexican. Regional Mexican consists of various types of music
played in different regions of Mexico. Ranchera music, originating in Jalisco,
Mexico, is a traditional folkloric music commonly referred to as Mariachi music.
Mariachi music features acoustical instruments and is considered the music
indigenous to Mexicans who have lived in the country towns. Nortena means
northern, and is representative of Northern Mexico. Featuring an accordion,
Nortena has a Polka sound with a distinct Mexican flavor. Banda is a regional
music from the state of Sinaloa, Mexico and is popular in California. Banda
resembles up-tempo marching band music with synthesizers. Regional Mexican also
includes Cumbia music, which originates in Colombia.
Tropical. The Tropical format primarily consists of Salsa, Merengue, and
Cumbia music. Salsa is dance music combining Latin Caribbean rhythms with jazz.
Salsa symbolizes music from Puerto Rico, Cuba, and the Dominican Republic and is
popular with Hispanics living in New York, Miami and Chicago. Merengue music is
up-tempo dance music originating in the Dominican Republic.
Tejano. Tejano music originated in Texas and is based on Mexican themes
but is indigenous to Texas. It is a combination of contemporary rock, Ranchera,
and country music. The lyrics are primarily sung in Spanish. The on-air talent
speak in Spanish and English.
Contemporary. The Contemporary format includes pop, Latin rock, and
ballads. This format is similar to English adult contemporary and contemporary
hit radio stations.
Full Service. The Full Service format includes all the traditional radio
services: music, news, sports, traffic reports, special information programs and
weather.
News/Talk. News includes local, national, international reports and
weather, business, traffic and sports. Talk includes commentary, analysis,
discussion, interviews, call-ins and information shows.
Spanish Oldies. The Spanish Oldies format includes songs of all styles
which were hits in Mexico in the 1960s and 1970s.
5
Company's Stations
The following table sets forth information regarding the radio stations
owned or programmed by the Company as of December 31, 2000:
Ranking of
Market by Primary
Hispanic Demographic
Population Market(1) Station Station Format(2) Market
- --------------------------------------------------------------------------------------------------
1 Los Angeles KLVE(FM) Contemporary A 25-54
KSCA(FM) Regional Mexican A 25-54
KTNQ(AM) Spanish Oldies A 35+
KRCD(FM) Spanish Oldies A 35+
KRCV(FM) Spanish Oldies A 35+
2 New York WCAA(FM) Contemporary A 18-34
WADO(AM) News/Talk A 25+
3 Miami WAMR(FM) Contemporary A 25-54
WRTO(FM) Tropical A 18-34
WAQI(AM) News/Talk A 35+
WQBA(AM) News/Talk A 35+
4 San Francisco/San Jose KSOL(FM) Regional Mexican A 25-54
KZOL(FM) Regional Mexican A 25-54
5 Chicago WOJO(FM) Regional Mexican A 25-54
WIND(AM) News/Talk A 35+
WLXX(AM) Tropical A 18-49
6 Houston KLTN(FM) Regional Mexican A 18-49
KOVE(FM) Contemporary A 25-54
KOVA(FM) Contemporary A 25-54
KLTO(FM) Contemporary A 25-54
KRTX(FM) Contemporary A 18-34
KLAT(AM) News/Talk A 25-54
KRTX(AM) Contemporary A 18-34
7 San Antonio KXTN(FM) Tejano A 25-54
KROM(FM) Regional Mexican A 25-54
KXTN(AM) Tejano A 25-54
KCOR(AM) News/Talk A 35+
KBBT(FM) Contemporary A 18-34
KCOR(FM) Spanish Oldies A 35+
6
Ranking of
Market by Primary
Hispanic Demographic
Population Market(1) Station Station Format(2) Market
- --------------------------------------------------------------------------------------------------
8 Dallas/Fort Worth KLNO(FM) Regional Mexican A 18-49
KHCK(FM) Tejano A 18-49
KDXT(FM) Contemporary A 18-49
KDXX(FM) Contemporary A 18-49
KDOS(FM) Contemporary A 18-49
KESS(AM) Spanish Oldies A 25-54
KDXX(AM) Contemporary A 18-49
9 McAllen/Brownsville/Harlingen KGBT(FM) Regional Mexican A 25-54
KIWW(FM) Tejano A 25-54
KGBT(AM) News/Talk A 25-54
10 San Diego KLQV(FM) Contemporary A 25-54
KLNV(FM) Regional Mexican A 18-49
11 Phoenix KHOT(FM) Regional Mexican A 25-54
13 El Paso KBNA(FM) Contemporary A 25-54
KBNA(AM) Regional Mexican A 25-54
KAMA(AM) Spanish Oldies A 25-54
26 Las Vegas KISF(FM) Regional Mexican A 18-49
KLSQ(AM) Spanish Oldies A 25-54
(1) Actual city of license may differ from the metropolitan market served.
(2) See "--Spanish-Language Radio Industry."
The following table sets forth selected information with regard to Company owned
radio stations:
Date License Broadcast
Station/Market Acquired Expiration Date Frequency
- --------------------------------------------------------------------------------------------------
KLVE(FM), Los Angeles, CA 10/85 12/01/05 107.5 MHz
KSCA(FM), Los Angeles, CA 09/99 12/01/05 101.9 MHz
KTNQ(AM), Los Angeles, CA 10/85 12/01/05 1020 kHz
KRCD(FM), Los Angeles, CA 01/00 12/01/05 103.9 MHz
KRCV(FM), Los Angeles, CA 01/00 12/10/05 98.3 MHz
WCAA(FM), New York, NY 05/98 06/01/06 (1) 105.9 MHz
WADO(AM), New York, NY 08/94 06/01/06 1280 kHz
WAMR(FM), Miami, FL 08/94 02/01/03 107.5 MHz
WRTO(FM), Miami, FL 10/89 02/01/03 98.3 MHz
WAQI(AM), Miami, FL 10/89 02/01/03 710 kHz
WQBA(AM), Miami, FL 08/94 02/01/03 1140 kHz
KSOL(FM), San Francisco/San Jose, CA 02/97 12/01/05 98.9 MHz
KZOL(FM), San Francisco/San Jose, CA 02/97 12/01/05 99.1 MHz
WOJO(FM), Chicago, IL 02/97 12/01/04 105.1 MHz
WIND(AM), Chicago, IL 02/97 12/01/04 560 kHz
7
Date License Broadcast
Station/Market Acquired Expiration Date Frequency
- --------------------------------------------------------------------------------------------------
WLXX(AM), Chicago, IL 07/95 12/01/04 1200 kHz
KLTN(FM), Houston, TX 05/98 08/01/05 102.9 MHz
KOVE(FM), Houston, TX 02/97 08/01/05 93.3 MHz
KOVA(FM), Houston, TX 02/97 08/01/05 104.9 MHz
KLTO(FM), Houston, TX 02/97 08/01/05 104.9 MHz
KRTX(FM), Houston, TX 02/97 08/01/05 100.7 MHz
KLAT(AM), Houston, TX 02/97 08/01/05 1010 kHz
KRTX(AM), Houston, TX 02/97 08/01/05 980 kHz
KXTN(FM), San Antonio, TX 02/97 08/01/05 107.5 MHz
KROM(FM), San Antonio, TX 02/97 08/01/05 92.9 MHz
KXTN(AM), San Antonio, TX 02/97 08/01/05 1310 kHz
KCOR(AM), San Antonio, TX 02/97 08/01/05 1350 kHz
KBBT(FM), San Antonio, TX 09/00 08/01/05 98.5 MHz
KCOR(FM), San Antonio, TX 09/00 08/01/05 95.1 MHz
KLNO(FM), Dallas/Ft. Worth, TX 09/99 08/01/05 94.1 MHz
KHCK(FM), Dallas/Ft. Worth, TX 07/95 08/01/05 99.1 MHz
KDXT(FM), Dallas/Ft. Worth, TX 06/95 08/01/05 106.7 MHz
KDXX(FM), Dallas/Ft. Worth, TX 04/95 08/01/05 107.9 MHz
KDOS(FM), Dallas/Ft. Worth, TX 08/94 (2) 107.9 MHz
KESS(AM), Dallas/Ft. Worth, TX 08/94 08/01/05 1270 kHz
KDXX(AM), Dallas/Ft. Worth, TX 12/94 08/01/05 1480 kHz
KGBT(FM), McAllen/Brownsville/Harlingen, TX 02/97 08/01/05 98.5 MHz
KIWW(FM), McAllen/Brownsville/Harlingen, TX 02/97 08/01/05 96.1 MHz
KGBT(AM), McAllen/Brownsville/Harlingen, TX 02/97 08/01/05 1530 kHz
KLQV(FM), San Diego, CA 08/98 12/01/05 102.9 MHz
KLNV(FM), San Diego, CA 08/98 12/01/05 106.5 MHz
KHOT(FM), Phoenix, AZ 04/99 12/01/05 105.9 MHz
KBNA(FM), El Paso, TX 02/97 08/01/05 97.5 MHz
KBNA(AM), El Paso, TX 02/97 08/01/05 920 kHz
KAMA(AM), El Paso, TX 02/97 08/01/05 750 kHz
KISF(FM), Las Vegas, NV 04/99 10/01/05 103.5 MHz
KLSQ(AM), Las Vegas, NV 08/95 10/01/97 (3) 870 kHz
(1) An application for license renewal was granted by the Federal
Communications Commission ("FCC") on October 20, 2000; however, the FCC's
action is currently the subject of litigation before a Federal appellate
court. Regulations permit continuing operation of the station during the
litigation
(2) KDOS(FM) has been constructed and a license application (currently
pending) was timely filed with the FCC on April 19, 1999.
(3) A renewal has been timely filed with the FCC and the station has authority
for continuing operation.
Statistical information contained herein regarding the radio industry,
population, consumer spending and advertising expenditures are taken from the
2000 U.S. Census, Strategy Research Corporation--2000 U.S. Hispanic Market
Study, and Hispanic Business Magazine (December 1995 and 2001). The Company's
station rankings were based upon the Arbitron Adults 18-34 and 25-54 category
2000 Fall Book.
8
Competition
Radio broadcasting is a highly competitive business. The Company's radio
stations compete for audiences and advertising revenues with other radio
stations of all formats, as well as with other media, such as newspapers,
magazines, television, cable television, outdoor advertising and direct mail,
within their respective markets. Audience ratings and market shares are subject
to change and any adverse change in a particular market would have a material
adverse effect on the revenues of stations located in that market. Future
operations are further subject to many variables which could have an adverse
effect upon the Company's financial performance. These variables include
economic conditions, both general and relative to the broadcasting industry;
shifts in population and other demographics; the level of competition for
advertising dollars with other radio stations and other entertainment and
communications media; fluctuations in operating costs; technological changes and
innovations; changes in labor conditions; and changes in governmental
regulations and policies and actions of federal regulatory bodies, including the
FCC, the Federal Trade Commission ("FTC"), and the Antitrust Division of the
Department of Justice (the "Antitrust Division"). Although the Company believes
that each of its stations does or will be able to compete effectively in its
respective market, there can be no assurance that any such station will be able
to maintain or increase its current audience ratings and advertising revenues.
Radio stations can quickly change formats. Any radio station could shift its
format to duplicate the format of any of the Company's stations. If a station
converted its programming to a format similar to that of a station owned by the
Company, the ratings and broadcast cash flow of the Company's station could be
adversely affected.
Regulation of the Company's Business
Existing Regulation and Legislation.
Radio broadcasting is subject to the jurisdiction of the FCC under the
Communications Act of 1934, as amended (the "Communications Act"). The
Communications Act prohibits the operation of a radio broadcasting station
except under a license issued by the FCC and empowers the FCC, among other
things, to issue, renew, revoke and modify broadcasting licenses; assign
frequency bands; determine stations' frequencies, locations and power; regulate
the equipment used by stations; adopt other regulations to carry out the
provisions of the Communications Act; impose penalties for violation of such
regulations; and impose fees for processing applications and other
administrative functions. The Communications Act prohibits the assignment of a
license or the transfer of control of a licensee without prior approval of the
FCC.
The Telecommunications Act of 1996 (the "1996 Act") significantly changed
both the broadcast ownership rules and the process for renewal of broadcast
station licenses. The 1996 Act relaxed local radio ownership restrictions. The
1996 Act also established a "two-step" renewal process that limits the FCC's
discretion to consider applications filed in competition with an incumbent's
renewal application. This new regulatory flexibility has engendered aggressive
local, regional, and/or national acquisition campaigns. Removal of previous
station ownership limitations on leading incumbents (i.e., existing networks and
major station groups) has increased sharply the competition for, and the prices
of, attractive stations.
Multiple Ownership Restrictions.
The FCC has promulgated rules that, among other things, limit the ability
of individuals and entities to own or have an official position or ownership
interest above a certain level (an "attributable" interest, as defined more
fully below) in broadcast stations, as well as other specified mass media
entities.
The 1996 Act and the FCC's subsequently issued rule changes eliminated the
national ownership restriction, allowing a single entity to own nationally any
number of AM or FM broadcast stations. The 1996 Act and the FCC's rules also
greatly eased local radio ownership restrictions. The maximum number of
9
radio stations in which a person or entity is allowed to have an attributable
interest varies depending on the number of radio stations within a defined
market. In markets with more than 45 stations, one company may own, operate or
control eight stations, with no more than five in either service (AM or FM). In
markets of 30 - 44 stations, one company may own seven stations, with no more
than four in either service; in markets with 15 - 29 stations, one entity may
own six stations, with no more than four in either service. In markets with 14
commercial stations or less, one company may own up to five stations or 50% of
all of the stations, whichever is less, with no more than three in either
service. It should be noted, however, that the Department of Justice has
precluded certain entities from acquiring the maximum number of radio stations
allowed in a market under the 1996 Act because of concerns that antitrust laws
would be violated. Thus, it is possible that the Company would, in certain
instances, be unable to acquire the maximum number of stations allowed in a
market under the 1996 Act. The FCC placed limitations on time brokerage (local
marketing) agreements ("LMA") through which the licensee of one radio station
provides the programming for another licensee's station in the same market.
Stations operating in the same service (e.g., where both stations are AM) and
with substantial contour overlap are prohibited from simulcasting more than 25%
of their programming. Moreover, in determining the number of stations that a
single entity may control, an entity programming a station pursuant to a LMA is
required, under certain circumstances, to count that station toward its maximum
even though it does not own the station.
A number of cross-ownership rules pertain to licensees of television and
radio stations. The federal communications laws limit the number of radio
stations a company may own or control in markets where the company also owns or
controls one or more television stations. The FCC currently permits a company to
own or control more than one radio station in a market in which the company also
owns or controls one or more television stations, depending on the number of
independent voices existing in the market. The FCC has initiated a proceeding
and sought public comment on whether it should relax its policy of granting
waivers of the radio/newspaper cross-ownership restriction.
Expansion of the Company's broadcast operations in particular areas and
nationwide will continue to be subject to the FCC's ownership rules and any
further changes the FCC or Congress may adopt. Significantly, the 1996 Act
requires the FCC to review its remaining ownership rules biennially -- as part
of its regulatory reform obligations -- to determine whether its various rules
are still necessary. In August 1999, the FCC announced the results of its first
biennial review of its broadcast ownership rules (see discussion below). The
Company cannot predict the impact of future announcements in the biennial review
process or any other agency or legislative initiatives upon the FCC's broadcast
rules.
Under the FCC's ownership rules, a direct or indirect purchaser of certain
types of securities of the Company could violate FCC regulations if that
purchaser owned or acquired an "attributable" or "meaningful" interest in other
media properties in the same areas as stations owned by the Company or in a
manner otherwise prohibited by the FCC. All officers and directors of a
licensee, as well as general partners, limited partners who are not properly
"insulated" from management activities, and stockholders who own five percent or
more of the outstanding voting stock of a licensee (either directly or
indirectly), are generally deemed to have an attributable interest in the
license. Certain institutional investors who exert no control or influence over
a licensee may own up to twenty percent of such outstanding voting stock without
the interest being considered "attributable". In addition to the foregoing
limitations, under the FCC's new "equity/debt plus" standard, if an investor's
interest in a licensee corporation exceeds thirty-three percent of the
aggregated debt and equity of the company (i.e., the "total asset value" of the
company), the investor's interest is considered attributable if the investor is
also either a major program supplier to the licensee or a same-market media
entity. Insulated limited partnership interests (as to which the licensee
certifies that the limited partners are not "materially involved" in the
management and operation of the subject media property), and voting stock held
by minority stockholders where there is a single majority stockholder, are
(currently) generally not considered attributable interests. The FCC has
eliminated its "cross-interest" policy which formerly precluded an individual or
entity from having a "meaningful" (even though not attributable) interest in one
media property and an attributable interest in certain other media properties in
the same area.
10
License Grant and Renewal.
Under the 1996 Act, the statutory restriction on the length of broadcast
licenses was amended, and the FCC has implemented an eight year license term
provision for radio stations. The 1996 Act also requires renewal of a broadcast
license if the FCC finds that (1) the station has served the public interest,
convenience, and necessity; (2) there have been no serious violations of either
the Communications Act or the FCC's rules and regulations by the licensee; and
(3) there have been no other serious violations which taken together constitute
a pattern of abuse. In making its determination, the FCC may still consider
petitions to deny but cannot consider whether the public interest would be
better served by a person other than the renewal applicant. Instead, competing
applications for the same frequency may be accepted only after the FCC has
denied an incumbent's application for renewal of license.
Although in the vast majority of cases broadcast licenses are granted by
the FCC when petitions to deny are filed against them, there can be no assurance
that any of the Company's stations' licenses will be renewed.
Alien Ownership Restrictions.
The Communications Act restricts the ability of foreign entities or
individuals to own or hold certain interests in broadcast licenses. Foreign
governments, representatives of foreign governments, non-U.S. citizens,
representatives of non-U.S. citizens, and corporations or partnerships organized
under the laws of a foreign nation are barred from holding broadcast licenses.
Non-U.S. citizens, collectively, may directly or indirectly own or vote up to
twenty percent of the capital stock of a licensee. In addition, a broadcast
license may not be granted to or held by any corporation that is controlled,
directly or indirectly, by any other corporation more than one-fourth of whose
capital stock is owned or voted by non-U.S. citizens or their representatives,
by foreign governments or their representatives, or by non-U.S. corporations, if
the FCC finds that the public interest will be served by the refusal or
revocation of such license. The FCC has interpreted this provision of the
Communications Act to require an affirmative public interest finding before a
broadcast license may be granted to or held by any such corporation, and the FCC
has made such an affirmative finding only in limited circumstances. The Company,
which serves as a holding company for subsidiaries that serve as licensees for
the stations, therefore may be restricted from having more than one-fourth of
its stock owned or voted directly or indirectly by non-U.S. citizens, foreign
governments, representatives of non-U.S. citizens or foreign governments, or
foreign corporations.
Other Regulations Affecting Radio Broadcasting Stations.
The FCC has significantly reduced its past regulation of broadcast
stations. There are, however, FCC rules and policies, and rules and policies of
other federal agencies, that currently regulate matters such as political
advertising practices, equal employment opportunities, application procedures
and other areas affecting the business or operations of broadcast stations.
Antitrust Matters.
An important element of the Company's growth strategy involves the
acquisition of additional radio stations, many of which are likely to require
preacquisition antitrust review by the FTC and the Antitrust Division. Following
passage of the 1996 Act, the Antitrust Division has become more aggressive in
reviewing proposed acquisitions of radio stations and radio station networks,
particularly in instances where the proposed acquiror already owns one or more
radio station properties in a particular market and seeks to acquire another
radio station in the same market. The Antitrust Division has, in some cases,
obtained consent decrees requiring radio station divestitures in specific
markets based on allegations that proposed acquisitions would lead to
unacceptable concentration levels. There can be no assurance that the Antitrust
Division or the FTC will not seek to bar the Company from acquiring additional
radio stations in a market where the Company already owns stations.
11
The FCC has been increasingly aggressive in independently examining issues
of market concentration when considering radio station acquisitions. The FCC has
delayed its approval of several radio station purchases by various parties
because of market concentration concerns. Moreover, the FCC has followed an
informal policy of giving specific public notice of its intention to conduct
additional ownership concentration analysis and soliciting public comment on the
issue of concentration and its effect on competition and diversity with respect
to certain applications for consent to radio station acquisitions.
Environmental Matters.
As the owner, lessee or operator of various real properties and
facilities, the Company is subject to various federal, state and local
environmental laws and regulations. Historically, compliance with such laws and
regulations has not had a material adverse effect on the Company's business.
There can be no assurance, however, that compliance with existing or new
environmental laws or regulations will not require the Company to make
significant expenditures in the future.
Recent Developments, Proposed Legislation and Regulation.
The FCC is considering ways to introduce new technologies to the radio
broadcasting industry, including terrestrial delivery of digital audio
broadcasting on both the AM and FM bands. In 1997, the FCC granted two licenses
for national, satellite-delivered digital audio broadcasting services. These
services will be capable of delivering multiple, high-quality channels of audio.
The Company is unable to predict the effect any such new technology will have on
the Company's financial condition or results of operations. In addition, cable
television operators and direct satellite broadcast television companies market
service commonly referred to as "cable radio" which provides their subscribers
with several high-quality channels of music, news and other information.
Technical considerations currently limit this technology to fixed locations.
Congress and the FCC currently have under consideration, and may in the
future adopt, new laws, regulations and policies regarding a wide variety of
matters that could affect, directly or indirectly, the operation and ownership
of the Company's broadcast properties. For example, the FCC has adopted new
rules which, with limited exceptions, require the holder of an FCC construction
permit to complete construction of new or modified facilities within three (3)
years of grant. In addition to the changes and proposed changes noted above,
such matters include, for example, the license renewal process, spectrum use
fees, political advertising rates, potential restrictions on the advertising of
certain products (liquor, beer and wine, for example) and the rules and policies
to be applied in enforcing the FCC's equal employment opportunity regulations.
Other matters that could affect the Company's broadcast properties include
technological innovations and developments generally affecting competition in
the mass communications industry. The 1996 Act also covers satellite and
terrestrial delivery of digital audio radio service, and direct broadcast
satellite systems. The foregoing does not purport to be a complete summary of
all the provisions of the Communications Act, or the 1996 Act, nor of the
regulations and policies of the FCC thereunder. Proposals for additional or
revised regulations and requirements are pending before and are being considered
by Congress and federal regulatory agencies from time to time. Also, various of
the foregoing matters are now, or may become, the subject of court litigation,
and the Company cannot predict the outcome of any such litigation or the impact
on its broadcast business.
Risk Factors
Potential Risks to Investors Due to Our Concentration of Cash Flow from Los
Angeles Stations.
Broadcast cash flow generated by the Company's Los Angeles stations
accounted for approximately 44.0% of the Company's broadcast cash flow for the
year ended December 31, 2000. Increased competition for advertising dollars with
other radio stations and communications media in the Los Angeles metropolitan
12
area, both generally and relative to the broadcasting industry, increased
competition from a new format competitor and other competitive and economic
factors could cause a decline in revenue generated by the Company's Los Angeles
stations. A significant decline in the revenue of the Los Angeles stations could
have a material adverse effect on the Company's overall results of operations
and broadcast cash flow.
Significant Control by the Tichenor Family May Offset Our Future Actions.
As of March 12, 2001, McHenry T. Tichenor, Jr., the Company's Chairman,
President and Chief Executive Officer, and certain members of his family held
voting control over approximately 16.5% of the shares of the Company's Class A
Common Stock. Since these shares are subject to a voting agreement, the Tichenor
family can exert significant influence over the election of the Company's board
of directors and other management decisions. Such ownership and control by the
Tichenor family could have the effect of delaying or preventing a change in
control of the Company, thereby possibly having the effect of depriving
stockholders of the opportunity to receive a premium for their shares. Such
ownership and control could also have the effect of making the Company less
attractive to a potential acquirer and could result in holders of Class A Common
Stock receiving less consideration upon a sale of their shares than might
otherwise be available in the event of a takeover attempt.
Potential Risks to Investors Due to Our Relationship with Clear Channel.
As of March 15, 2001, Clear Channel Communications, Inc. ("Clear Channel")
owned no shares of Class A Common Stock and thus is not entitled to vote in the
election of the Company's directors. However, Clear Channel does own all of the
outstanding shares of the Company's Class B Common Stock, which accounts for
approximately a 26.0% interest in the Common Stock of the Company. As long as
Clear Channel owns at least 20.0% of the Company's Common Stock, Clear Channel
will have a class vote on certain matters, including the sale of all or
substantially all of the assets of the Company, any merger or consolidation
involving the Company where the stockholders of the Company immediately prior to
the transaction would not own at least 50.0% of the capital stock of the
surviving entity, any reclassification, capitalization, dissolution, liquidation
or winding up of the Company, the issuance of any shares of Preferred Stock by
the Company, the amendment of the Company's Restated Certificate of
Incorporation in a manner that adversely affects the rights of the holders of
Class B Common Stock, the declaration or payment of any non-cash dividends on
the Company's Common Stock, or any amendment to the Company's Certificate of
Incorporation concerning the Company's capital stock. Furthermore, shares of
Class B Common Stock are convertible into shares of Class A Common Stock, at the
holder's option, subject to any necessary governmental consents, including the
consent of the FCC. Because of the FCC's multiple ownership rules, which limit
the number of radio stations that a company may own or have an attributable
interest in, in a single market, Clear Channel may not presently convert its
shares of Class B Common Stock into shares of Class A Common Stock if such
conversion would create an attributable interest without first obtaining the
consent of the FCC. The provisions of the Class B Common Stock could have the
effect of delaying or preventing a change in control of the Company, thereby
possibly having the effect of depriving stockholders of the opportunity to
receive a premium for their shares. Such provisions could also have the effect
of making the Company less attractive to a potential acquirer and could result
in holders of Class A Common Stock receiving less consideration upon a sale of
their shares than might otherwise be available in the event of a takeover
attempt.
Clear Channel owns a significant percentage of the Company's Common Stock.
Any direct or indirect sales of the Company's stock by Clear Channel could have
a material adverse effect on the Company's stock price and could impair the
Company's ability to raise money in the equity markets.
The nature of the respective businesses of the Company and Clear Channel
gives rise to potential conflicts of interest between the two companies. The
Company and Clear Channel are each engaged in the radio broadcasting business in
certain markets, and as a result, they are competing with each other for
advertising revenues. As of December 31, 2000, Clear Channel owned, programmed
or sold airtime for
13
1,170 radio stations in the United States, as well as radio stations in a number
of foreign countries. Clear Channel also owned or programmed 18 television
stations and was one of the world's largest outdoor advertising companies based
on its total inventory of advertising display faces. Clear Channel's television
and outdoor advertising operations may also be deemed to compete with the
Company's business. In addition, conflicts could arise with respect to
transactions involving the purchase or sale of radio broadcasting companies,
particularly Spanish-language radio broadcasting companies, the issuance of
additional equity securities, or the payment of dividends by the Company. For
instance, Clear Channel currently owns a 40% equity interest in Grupo ACIR
Comunicaciones, one of the largest radio broadcasters in Mexico.
Clear Channel is engaged in the Spanish-language radio broadcasting
business in the United States, other than through its ownership of shares in the
Company. Acquisition opportunities could arise which require greater financial
resources than those available to the Company or which are located in areas in
which the Company does not intend to operate. In addition, Clear Channel may
from time to time acquire domestic Spanish-language radio broadcasting companies
or an interest in such companies, individually or as part of a larger group. In
addition, Clear Channel may from time to time make international acquisitions of
or investments in companies engaged in the Spanish-language radio broadcasting
business outside the United States and the Company and Clear Channel may compete
for such acquisition or investment opportunities. To the extent the Company
enters new lines of business, it may be deemed to compete directly or indirectly
with Clear Channel, and the Company and Clear Channel may compete in the future
with respect to acquisitions and investment opportunities in these areas.
Our Acquisition Strategy Could Pose Risks.
The Company intends to grow through the acquisition of radio stations and
other assets it believes will complement its existing portfolio. The Company's
acquisition strategy involves numerous risks, including the risk that certain
acquisitions may prove unprofitable and fail to generate anticipated cash flows;
the risk that successful management of a portfolio of radio broadcasting
properties may require the Company to recruit additional senior management and
expand corporate infrastructure; the risk that the Company may encounter
difficulties in the integration of operations and systems; the risk that
management's attention may be diverted from other business concerns; and the
risk that the Company may lose key employees of acquired companies or stations.
The Company continues to explore international opportunities. If the
Company makes one or more international acquisitions, it will face new risks
that it does not face in the United States, such as foreign currency risks,
foreign ownership restrictions, foreign taxation, restrictions on withdrawal of
foreign investments and earnings, possible expropriation and other risks.
The Company will face stiff competition from other companies for
acquisition opportunities. If the prices sought by sellers of existing radio
stations continue to rise, the Company may find fewer acceptable acquisition
opportunities. In addition, the purchase price of possible acquisitions could
require additional debt or equity financing. The Company can give no assurance
that either it will obtain the needed financing or that it will obtain such
financing on attractive terms. Additional indebtedness could increase the
Company's leverage and make it more vulnerable to economic downturns and may
limit the Company's ability to withstand competitive pressures. Additional
equity financing or the issuance of the Company's shares in connection with an
acquisition would dilute the ownership interest of the Company's stockholders.
The Company may not have sufficient capital resources to complete acquisitions.
Part of the Company's strategy is to acquire radio stations with an
English-language format and convert these stations to a Spanish-language format.
This conversion strategy requires a heavy initial investment of both financial
and management resources. Start-up stations typically incur losses for a period
of time after a format change because of the time required to build up ratings
and station loyalty. The
14
Company can give no assurance that this strategy will be successful in any given
market, notwithstanding that the Company may incur substantial costs and losses
in implementing this part of its strategy.
Forward-Looking Statements
Certain statements contained herein are not based upon historical facts,
but are forward-looking statements based upon numerous assumptions made as of
the date hereof. When used in the preceding and following discussions, the words
"believes," "intends," "expects," "anticipates" and similar expressions are
intended to identify such forward-looking statements, which are subject to
various risks and uncertainties that could cause actual results to differ
materially from those expressed in such forward-looking statements. Such risks
and uncertainties include, but are not limited to, industrywide market factors
and regulatory developments affecting the Company's operations, acquisitions and
dispositions of broadcast properties, the financial performance of start-up
stations, and efforts by the Company's management to integrate its operating
philosophies and practices at the station level. The Company disclaims any
obligation to update the forward-looking statements contained herein.
Industry Segments
The Company considers radio broadcasting to be its only operating segment.
Employees
As of February 28, 2001, the Company employed 903 persons on a full-time
basis, including corporate employees and 16 employees (at WCAA(FM) and WADO(AM),
New York) who are subject to two collective bargaining agreements. The Company
considers its employee relations to be good.
ITEM 2. PROPERTIES
The Company's corporate headquarters is in Dallas, Texas. The Company has
leased approximately 11,000 square feet at 3102 Oak Lawn Avenue in Dallas,
Texas. The initial term of this lease expires in 2013, and the Company has one
option to extend the lease for one additional five-year term.
The types of properties required to support each of the Company's radio
stations listed in Item 1 above includes offices and transmitter sites. A radio
station's studios are generally housed with its offices in downtown or business
districts. A radio station's transmitter sites generally are located in a manner
that provides maximum market coverage subject to the station's FCC license and
FCC rules and regulations.
The offices and studios of the Company's radio stations are located in
leased or owned facilities. These leases generally have expiration dates that
range from three to fifteen years. The Company either owns or leases its
transmitter and antenna sites. These leases generally have expiration dates that
range from one to seventeen years. The Company does not anticipate any
difficulties in renewing those leases that expire within the next several years
or in leasing other space, if required.
A substantial amount of the Company's broadcast cash flow was generated by
the Company's Los Angeles stations during 2000. Accordingly, the offices,
studios, transmitter sites and antenna sites used in the operation of the
Company's Los Angeles stations may be material to the Company's overall
operations.
As noted in Item 1 above, as of December 31, 2000, the Company owns or
programs 47 radio stations in 13 markets throughout the United States.
Therefore, except as set forth above, no one property is material to the
Company's overall operations. The Company believes that its properties are in
good condition and suitable for its operations. The Company owns substantially
all of the equipment used in its radio broadcasting business.
15
ITEM 3. LEGAL PROCEEDINGS
In the ordinary course of business, the Company becomes involved in
certain legal claims and litigation. In the opinion of management, based upon
consultations with legal counsel, the disposition of such litigation pending
against the Company will not have a materially adverse effect on its
consolidated financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
16
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Price Range of Class A Common Stock
The Class A Common Stock is traded on the New York Stock Exchange under
the symbol "HSP." The following table sets forth for each of the periods
presented below, the high and low closing sale prices per share:
High Low
------------------------
Year Ended December 31, 1999
First Quarter...................................... $ 24.44 $ 20.63
Second Quarter..................................... 37.94 21.63
Third Quarter...................................... 43.74 33.25
Fourth Quarter..................................... 48.75 38.47
Year Ended December 31, 2000
First Quarter...................................... $ 64.19 $ 43.13
Second Quarter..................................... 52.78 30.94
Third Quarter...................................... 41.50 20.63
Fourth Quarter..................................... 37.06 19.13
As of December 31, 2000, there were approximately 96 holders of the Class
A Common Stock. This figure does not include an estimate of the indeterminate
number of beneficial holders whose shares may be held of record by brokerage
firms and clearing agencies.
Dividend Policy
The Company has never paid a cash dividend on its Common Stock and does
not anticipate paying cash dividends in the foreseeable future. The Company
intends to retain any earnings for use in the growth of its business. The
Company currently is restricted from paying any cash dividends on its capital
stock under its credit agreement.
17
ITEM 6. SELECTED FINANCIAL DATA
The following table presents selected consolidated financial data for
Hispanic Broadcasting Corporation and its subsidiaries for the years ended
December 31, 2000, 1999, 1998 and 1997, the three months ended December 31,
1996, and the year ended September 30, 1996 (in thousands, except per share
data):
Three Months Year
Year Ended December 31, Ended Ended
------------------------------------------------ December 31, September 30,
2000 1999 1998 1997 1996 1996
--------- --------- --------- --------- --------- ---------
Statement of Operations Data:
Net revenues $ 237,554 $ 197,920 $ 164,122 $ 136,584 $ 18,309 $ 71,732
Operating expenses 134,980 106,288 95,784 82,065 11,207 48,896
Depreciation and amortization 34,264 28,492 21,149 14,928 1,747 5,140
--------- --------- --------- --------- --------- ---------
Operating income before corporate expenses 68,310 63,140 47,189 39,591 5,355 17,696
Corporate expenses 8,382 6,982 5,451 4,579 368 5,072
--------- --------- --------- --------- --------- ---------
Operating income 59,928 56,158 41,738 35,012 4,987 12,624
--------- --------- --------- --------- --------- ---------
Other income (expense):
Interest income (expense), net 7,078 1,831 2,634 (3,541) (2,841) (11,034)
Restructuring charges(a) -- -- -- -- -- (29,011)
Other, net 1,585 -- 252 (82) 18 (1,671)
--------- --------- --------- --------- --------- ---------
8,663 1,831 2,886 (3,623) (2,823) (41,716)
--------- --------- --------- --------- --------- ---------
Income (loss) before income tax 68,591 57,989 44,624 31,389 2,164 (29,092)
Income tax 27,060 23,813 17,740 12,617 100 65
--------- --------- --------- --------- --------- ---------
Income (loss) from continuing operations 41,531 34,176 26,884 18,772 2,064 (29,157)
Loss on discontinued operations of CRC(a) -- -- -- -- -- 9,988
--------- --------- --------- --------- --------- ---------
Income (loss) before extraordinary item 41,531 34,176 26,884 18,772 2,064 (39,145)
Extraordinary item - loss on retirement
of debt -- -- -- -- -- 7,461
--------- --------- --------- --------- --------- ---------
Net income (loss) $ 41,531 $ 34,176 $ 26,884 $ 18,772 $ 2,064 $ (46,606)
========= ========= ========= ========= ========= =========
Net income (loss) per common share(b):
Basic:
Continuing operations $ 0.38 $ 0.34 $ 0.27 $ 0.23 $ 0.04 $ (0.71)
Discontinued operations -- -- -- -- -- (0.24)
Extraordinary loss -- -- -- -- -- (0.18)
--------- --------- --------- --------- --------- ---------
Net income (loss) $ 0.38 $ 0.34 $ 0.27 $ 0.23 $ 0.04 $ (1.13)
========= ========= ========= ========= ========= =========
Diluted:
Continuing operations $ 0.38 $ 0.33 $ 0.27 $ 0.22 $ 0.04 $ (0.71)
Discontinued operations -- -- -- -- -- (0.24)
Extraordinary loss -- -- -- -- -- (0.18)
--------- --------- --------- --------- --------- ---------
Net income (loss) $ 0.38 $ 0.33 $ 0.27 $ 0.22 $ 0.04 $ (1.13)
========= ========= ========= ========= ========= =========
Weighted average common shares outstanding:
Basic 108,858 101,566 98,042 83,342 46,191 41,180
Diluted 110,388 102,927 98,695 83,584 46,191 41,180
Statement of Cash Flow Data:
Net cash provided by (used in) operating
activities
$ 70,843 $ 61,641 $ 56,985 $ 43,792 $ 2,607 $ (20,099)
Net cash used in investing activities (172,514) (226,133) (246,326) (23,019) (798) (28,480)
Net cash provided by (used in) financing
activities 2,224 369,335 193,081 (19,008) (2,153) 48,306
Other Operating Data(c):
Broadcast cash flow $ 102,574 $ 91,632 $ 68,338 $ 54,519 $ 7,102 $ 22,836
EBITDA 94,192 84,650 62,887 49,940 6,734 17,764
18
Three Months Year
Year Ended December 31, Ended Ended
------------------------------------------------- December 31, September 30,
2000 1999 1998 1997 1996 1996
---------- ---------- ---------- ---------- ---------- ----------
Balance Sheet Data (at end of period):
Working capital $ 145,714 $ 231,137 $ 17,168 $ 10,970 $ 8,429 $ 7,168
Net intangible assets 942,153 848,351 646,201 423,530 120,592 121,742
Total assets 1,204,648 1,157,138 746,689 512,249 163,725 165,751
Long-term debt, less current portion 1,404 1,448 1,547 14,122 135,504 137,659
Stockholders' equity 1,071,003 1,026,253 622,621 389,960 14,166 12,101
(a) On August 5, 1996, Clear Channel Communications, Inc. acquired control of
the Company. In connection with the change in control, the Company
incurred certain restructuring charges. Also, effective August 5, 1996,
the Company's Board of Directors approved a plan to discontinue the
operations of the radio network Cadena Radio Centro ("CRC").
(b) All common share and per-common-share amounts have been adjusted
retroactively for two-for-one common stock splits effective June 15, 2000
and December 1, 1997.
(c) Operating income excluding corporate expenses, depreciation and
amortization, commonly referred to as "broadcast cash flow," is widely
used in the broadcast industry as a measure of a broadcasting company's
operating performance. Another measure of operating performance is EBITDA.
EBITDA consists of operating income excluding depreciation and
amortization. Broadcast cash flow and EBITDA are not calculated in
accordance with generally accepted accounting principles. These measures
should not be considered in isolation or as substitutes for operating
income, cash flows from operating activities or any other measure for
determining our operating performance or liquidity that is calculated in
accordance with generally accepted accounting principles. Further, such
amounts may not be consistent with similarly titled measures presented by
other companies.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of the consolidated results of operations and
cash flows of the Company for the years ended December 31, 2000, 1999 and 1998
and consolidated financial condition as of December 31, 2000 and 1999 should be
read in conjunction with the consolidated financial statements of the Company
and the related notes included elsewhere in this report.
General
The performance of a radio station group is customarily measured by its
ability to generate broadcast cash flow. The two components of broadcast cash
flow are net revenues (gross revenues net of agency commissions) and operating
expenses (excluding depreciation, amortization and corporate general and
administrative expense). The primary source of revenues is the sale of
broadcasting time for advertising. The most significant operating expenses for
purposes of the computation of broadcast cash flow are employee salaries and
commissions, programming expenses, and advertising and promotion expenses.
Management of the Company strives to control these expenses by working closely
with local station management. The Company's revenues vary throughout the year.
As is typical in the radio broadcasting industry, the first calendar quarter
generally produces the lowest revenues. The second and third quarters generally
produce the highest revenues.
Another measure of operating performance is EBITDA. EBITDA consists of
operating income or loss excluding depreciation and amortization.
Broadcast cash flow and EBITDA are not calculated in accordance with
generally accepted accounting principles. These measures should not be
considered in isolation or as substitutes for operating income, cash flows from
operating activities or any other measure for determining operating performance
or liquidity that is calculated in accordance with generally accepted accounting
principles. Broadcast cash flow and EBITDA do not take into account the
Company's debt service requirements and other commitments and, accordingly,
broadcast cash flow and EBITDA are not necessarily indicative of amounts that
may be available for dividends, reinvestment in the Company's business or other
discretionary uses.
19
Results of Operations for the Year Ended December 31, 2000 Compared to the Year
Ended December 31, 1999
The results of operations for the year ended December 31, 2000 are not
comparable to the results of operations for the same period in 1999 primarily
due to the start-up of radio stations KHOT(FM) in Phoenix on April 5, 1999, the
radio station broadcasting at 94.1 MHz (KLNO(FM)) in Dallas on September 24,
1999, KRCD(FM) and KRCV(FM) in Los Angeles on January 31, 2000, KCOR(FM) and
KBBT(FM) in San Antonio on September 15, 2000 and September 29, 2000,
respectively, and the start-up of HBCi, LLC, the Company's Internet subsidiary
on January 1, 2000.
Net revenues increased by $39.7 million or 20.1% to $237.6 million for the
year ended December 31, 2000 from $197.9 million for the same period in 1999.
Net revenues increased for the year ended December 31, 2000, compared to the
same periods in 1999 primarily because of (a) revenue growth of same stations,
and (b) revenues from start-up stations acquired or reformatted in 1999 and
2000. Same station revenues benefited from improved performance of the Company's
news/talk stations, which collectively had posted revenue declines a year
earlier.
Operating expenses increased by $28.7 million or 27.0% to $135.0
million for the year ended December 31, 2000 from $106.3 million for the same
period in 1999. Operating expenses increased primarily due to (a) an increase
in operating expenses of same stations, (b) increases in operating expenses
of start-up stations, and (c) costs associated with the development, launch
and operation of the Company's radio station Internet websites and local
portals. We increased the promotion of our radio stations to improve the
ratings and invested in on-air talent, programming research, additional sales
and marketing personnel and staffing and other costs associated with our
non-traditional revenue initiative. Non-traditional revenues are revenues
from the implementation of new business development techniques. The provision
for bad debts for the year ended December 31, 2000 increased by $1.9 million
over the same period of 1999 primarily due to our estimate that a certain
agency account is uncollectable. As a percentage of net revenues, operating
expenses increased to 56.8% from 53.7% for the years ended December 31, 2000
and 1999, respectively.
Operating income before corporate expenses, depreciation and amortization
("broadcast cash flow") increased by $11.0 million or 12.0% to $102.6 million
for the year ended December 31, 2000 from $91.6 million for the same period in
1999. As a percentage of net revenues, broadcast cash flow decreased to 43.2%
from 46.3% for the years ended December 31, 2000 and 1999, respectively.
Corporate expenses increased by $1.5 million or 21.7% to $8.4 million for
the year ended December 31, 2000 from $6.9 million for the same period in 1999.
The increase was primarily due to (a) higher staffing costs, and (b) one-time
costs of approximately $0.6 million associated with the move from the Nasdaq
National Market to the New York Stock Exchange and the costs associated with the
Company's unsuccessful efforts to acquire three radio stations from Clear
Channel. As a percentage of net revenues, corporate expenses were 3.5% for the
years ended December 31, 2000 and 1999.
EBITDA for the year ended December 31, 2000 increased 11.2%, to $94.2
million compared to $84.7 million for the same period in 1999. As a percentage
of net revenues, EBITDA decreased to 39.6% from 42.8% for the years ended
December 31, 2000 and 1999, respectively.
Depreciation and amortization for the year ended December 31, 2000
increased 20.4% to $34.3 million compared to $28.5 million for the same period
in 1999. The increase is due to radio station acquisitions and capital
expenditures.
Interest income, net increased to $7.1 million from $1.8 million for the
years ended December 31, 2000 and 1999, respectively. The increase for the year
ended December 31, 2000 compared to the same period in 1999 was due to cash and
cash equivalents being much higher in 2000 than in 1999 due to the
20
unspent proceeds of the November 1999 secondary public stock offering ("November
1999 Offering") being invested for the entire year.
Other, net increased to $1.6 million for the year ended December 31, 2000.
The increase was mainly due to the award received by the Company related to the
Z-Spanish Media Corporation (owner of radio station KLNZ(FM)) arbitration
proceedings.
Federal and state income taxes are being provided at an effective rate of
39.5% and 41.1% for the years ended December 31, 2000 and 1999, respectively.
The decrease in the effective rate is primarily due to an increase in tax-exempt
interest income.
For the year ended December 31, 2000, the Company's net income totaled
$41.5 million ($0.38 per common share) compared to $34.2 million ($0.33 per
common share - diluted) in the same period in 1999.
Results of Operations for the Year Ended December 31, 1999 Compared to the Year
Ended December 31, 1998.
The results of operations for the year ended December 31, 1999 are not
comparable to results of operations for the same period in 1998 primarily due to
the start-up of radio stations WCAA(FM) in New York on May 22, 1998 (WPAT(AM)
was exchanged for WCAA(FM)), KRTX(AM/FM) in Houston on May 29, 1998, KLQV(FM)
and KLNV(FM) in San Diego on August 10, 1998, KHOT(FM) in Phoenix on April 5,
1999, the radio station broadcasting at 94.1 MHz (KLNO(FM)) in Dallas on
September 24, 1999, and the start-up of HBC Radio Network, Inc. (a radio network
sales and programming division) on January 1, 1999.
Net revenues increased by $33.8 million or 20.6% to $197.9 million for the
year ended December 31, 1999 from $164.1 million for the same period in 1998.
Net revenues increased for the year ended December 31, 1999, compared to the
same period in 1998 primarily because of (a) revenue growth of same stations,
(b) revenues from start-up stations which were not operating for all or part of
the year ended December 31, 1998, and (c) time brokerage agreement fees
associated with the radio station broadcasting at 94.1 MHz (KLNO(FM)) in Dallas
of $1.4 million for the year ended December 31, 1999. Had the WCAA(FM)
acquisition occurred on January 1, 1998, net revenues, on a pro forma basis, for
the year ended December 31, 1999 would have increased 19.6% compared to the same
period in 1998.
Operating expenses increased by $10.5 million or 11.0% to $106.3 million
for the year ended December 31, 1999 from $95.8 million for the same period in
1998. Operating expenses increased primarily due to operating expenses of
start-up stations. As a percentage of net revenues, operating expenses decreased
to 53.7% from 58.4% for the years ended December 31, 1999 and 1998,
respectively. Had the WCAA(FM) acquisition occurred on January 1, 1998,
operating expenses, on a pro forma basis, for the year ended December 31, 1999
would have increased 10.2% compared to the same period in 1998.
Broadcast cash flow for the year ended December 31, 1999 increased 34.1%
to $91.6 million, compared to $68.3 million for the year ended December 31,
1998. As a percentage of net revenues, broadcast cash flow increased to 46.3%
from 41.6% for the years ended December 31, 1999 and 1998, respectively. Had the
WCAA(FM) acquisition occurred on January 1, 1998, broadcast cash flow, on a pro
forma basis, for the year ended December 31, 1999 would have increased 32.9%
compared to the same period in 1998.
Corporate expenses increased by $1.4 million or 25.5% to $6.9 million for
the year ended December 31, 1999 from $5.5 million for the same period in 1998.
The increase was primarily due to higher staffing costs and the one-time
expenses related to the resignation of an executive officer in the first quarter
of 1999. As a percentage of net revenues, corporate expenses increased to 3.5%
from 3.4% for the years ended December 31, 1999 and 1998, respectively.
21
EBITDA for the year ended December 31, 1999 increased 34.9% to $84.7
million compared to $62.8 million for the same period in 1998. As a percentage
of net revenues, EBITDA increased to 42.8% from 38.3% for the years ended
December 31, 1999 and 1998, respectively.
Depreciation and amortization for the year ended December 31, 1999
increased 35.1% to $28.5 million compared to $21.1 million for the same period
in 1998. The increase is due to radio station acquisitions and capital
expenditures.
Interest income, net decreased to $1.8 million from $2.6 million for the
years ended December 31, 1999 and 1998, respectively. The decrease for the year
ended December 31, 1999 compared to the same period in 1998 was because the
proceeds from the June 1999 secondary public stock offering ("June 1999
Offering") and the November 1999 Offering were received later in the year in
comparison to the proceeds of the January 1998 secondary public stock offering
("January 1998 Offering").
Income tax expense increased from $17.7 million for the year ended
December 31, 1998 to $23.8 million for the same period in 1999. The increase was
primarily due to income before income tax increasing from $44.6 million for the
year ended December 31, 1998 to $58.0 million for the same period in 1999. The
effective tax rates for the years ended December 31, 1998 and 1999 are 39.8% and
41.1%, respectively. The increase in the effective tax rate in 1999 is due to an
increase in the effective state tax rate.
For the year ended December 31, 1999, net income totaled $34.2 million
($0.33 per common share - diluted) compared to $26.9 million ($0.27 per common
share) in the same period in 1998.
Liquidity and Capital Resources
Net cash provided by operating activities for the year ended December 31,
2000 was $70.8 million as compared to $61.6 million for the same period in 1999.
The increase from 1999 to 2000 is due to an increase in revenues in 2000 which
is offset somewhat by an increase in accounts receivable in 2000. Net cash used
in investing activities was $172.5 and $226.1 million for the years ended
December 31, 2000 and 1999, respectively. The $53.6 million decrease from 1999
to 2000 is primarily due to the purchase price of KRCD(FM), KRCV(FM), KCOR(FM)
and KBBT(FM) in 2000 being less than the purchase price of KHOT(FM), KISF(FM),
KSCA(FM) and KLNO(FM) in 1999. The decrease is partially offset by an increase
in deferred charges and other assets in 2000 due to signal upgrades in process
for certain radio stations in Houston and Dallas and the investment in Hispanic
Radio Network, LLC, a company which engages in the development of
Spanish-language programming content for radio, television, Internet and other
media. Net cash provided by financing activities was $2.2 and $369.3 million for
the years ended December 31, 2000 and 1999, respectively. The $367.1 million
decrease from 1999 to 2000 is due to there being two secondary stock offerings
in 1999 (the June 1999 Offering and the November 1999 Offering) and no secondary
stock offering in 2000.
Generally, capital expenditures are made with cash provided by
operations. Capital expenditures totaled $11.0 and $11.6 million for the
years ended December 31, 2000 and 1999, respectively. The $0.6 million
decrease is mostly due to a higher amount of capital expenditure in 1999 for
the radio signal upgrade of WADO(AM) in New York. Approximately $6.6 million
of the capital expenditures incurred during the year ended December 31, 2000
related to radio signal upgrade projects for four different radio stations
and the build-out of studios in Miami, Los Angeles, Phoenix and Dallas
compared to $7.2 million incurred in the same period in 1999 for the same
radio signal upgrade projects and the build-out of studios related to
acquisitions made in New York, Phoenix and Los Angeles.
Available cash on hand plus cash flow provided by operations was
sufficient to fund the Company's operations, meet its debt obligations, and to
fund capital expenditures. Management believes the Company will have sufficient
cash on hand and cash provided by operations to finance its operations, satisfy
its debt service requirements, and to fund capital expenditures. Management
regularly reviews potential
22
acquisitions. Future acquisitions will be financed primarily through available
cash on hand, proceeds from borrowings under the $270.0 million revolving credit
facility (the "Credit Facility"), proceeds from securities offerings, and/or
from cash provided by operations.
Stockholders' Equity
On November 24, 1999, we completed the November 1999 Offering, selling
6,102,580 shares of Class A Common Stock at $40.85 per share, net of
underwriters' discounts and commissions. The net proceeds of the offering were
approximately $248.7 million.
On June 7, 1999, we completed the June 1999 Offering, selling 4,000,000
shares of Class A Common Stock at $30.02 per share, net of underwriters'
discounts and commissions. The net proceeds of the offering were approximately
$119.9 million.
Long-Term Debt
For the year ended December 31, 2000, no amounts were borrowed on the
Credit Facility. As of December 31, 1998, there was no outstanding balance on
the Credit Facility. On April 30, 1999, we borrowed $20.0 million on the Credit
Facility and repaid the entire amount by June 30, 1999 from the proceeds of the
June 1999 Offering. In September 1999, we borrowed $51.0 million on the Credit
Facility and repaid the entire amount by December 31, 1999 with cash generated
from operating activities and proceeds of the November 1999 Offering.
Borrowings under the Credit Facility bear interest at a rate based on
LIBOR plus an applicable margin as determined by the Company's leverage ratio.
The Credit Facility is secured by the stock of the Company's subsidiaries.
Availability under the Credit Facility reduces quarterly commencing September
30, 1999 and ending December 31, 2004.
Our ability to make additional borrowings under the Credit Facility is
subject to compliance with certain financial ratios and other conditions set
forth in the Credit Facility. We may elect under the terms of the Credit
Facility to increase the facility by $142.5 million.
Inflation
Inflation has affected financial performance due to higher operating
expenses. Although the exact impact of inflation is indeterminable, we have
offset these higher costs by increasing the effective advertising rates of most
of our radio stations.
23
Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and
Preferred Stock Dividends
The ratios of earnings to fixed charges for the Company are computed by
dividing pretax income from continuing operations after certain adjustments, by
fixed charges. Fixed charges consist of interest expense on all long and
short-term borrowings and the estimated interest portion of rental expense. Set
forth below are the ratios of earnings to fixed charges and earnings to combined
fixed charges and preferred stock dividends (in thousands except ratios):
Three Months Year
Year Ended December 31, Ended Ended
----------------------------------------------- December 31, September 30,
2000 1999 1998 1997 1996 1996
-------- -------- -------- -------- -------- --------
Earnings to Fixed Charges 28.7 20.0 14.6 7.5 1.7 --
Deficiency of Earnings to Cover Fixed
Charges -- -- -- -- -- $ 29,092
Earnings to Combined Fixed Charges and
Preferred Stock Dividends 28.7 20.0 14.6 7.5 1.7 --
Deficiency of Earnings to Cover Fixed
Charges and Preferred Stock Dividends -- -- -- -- -- $ 29,112
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to interest rate risk on both the interest earned
on cash and cash equivalents and interest paid on borrowings under the Credit
Facility. A change of 10% in the interest rate earned on short-term investments
and interest paid under the Credit Facility would not have had a significant
impact on our historical financial statements.
24
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
Page
Number
Independent Auditors' Report .......................................... 26
Consolidated Balance Sheets as of December 31, 2000 and 1999 .......... 27
Consolidated Statements of Operations for the Years Ended
December 31, 2000, 1999 and 1998 ...................................... 28
Consolidated Statements of Stockholders' Equity for the Years
Ended December 31, 2000, 1999 and 1998 ................................ 29
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998 ...................................... 30
Notes to Consolidated Financial Statements ............................ 31
25
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Hispanic Broadcasting Corporation:
We have audited the accompanying consolidated balance sheets of Hispanic
Broadcasting Corporation and subsidiaries (the "Company") as of December 31,
2000 and 1999 and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2000. In connection with our audits of the
consolidated financial statements, we also have audited the financial statement
schedule included at Item 14 (a) (2). These consolidated financial statements
and financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements and financial statement schedule 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 financial position of Hispanic
Broadcasting Corporation and subsidiaries as of December 31, 2000 and 1999 and
the results of their operations and their cash flows for each of the years in
the three-year 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 schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
KPMG LLP
Dallas, Texas
February 9, 2001
26
HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands except share information)
ASSETS
December 31,
------------------------
2000 1999
---------- -----------
Current assets:
Cash and cash equivalents $ 115,689 $ 215,136
Accounts receivable, net of allowance of $3,181 in 2000 and $1,855 in 1999 49,428 40,621
Prepaid expenses and other current assets 886 825
---------- -----------
Total current assets 166,003 256,582
---------- -----------
Property and equipment, at cost:
Land and improvements 9,648 7,895
Buildings and improvements 10,481 7,674
Broadcast and other equipment 42,932 38,220
Furniture and fixtures 12,901 10,351
---------- -----------
75,962 64,140
Less accumulated depreciation 30,844 23,217
---------- -----------
45,118 40,923
---------- -----------
Intangible assets:
Broadcast licenses 908,640 789,641
Cost in excess of fair value of net assets acquired 99,711 99,711
Other intangible assets 17,256 15,833
---------- -----------
1,025,607 905,185
Less accumulated amortization 83,454 56,834
---------- -----------
942,153 848,351
---------- -----------
Deferred charges and other assets 51,374 11,282
---------- -----------
Total assets $1,204,648 $ 1,157,138
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,198 $ 1,210
Accrued expenses 15,330 18,028
Income taxes payable 1,738 6,107
Current portion of long-term obligations 23 100
---------- -----------
Total current liabilities 20,289 25,445
---------- -----------
Long-term obligations, less current portion 1,404 1,448
---------- -----------
Deferred income taxes 111,952 103,992
---------- -----------
Commitments and contingencies
Stockholders' equity:
Preferred Stock, cumulative, $.001 par value; authorized 5,000,000 shares;
no shares issued or outstanding -- --
Class A Common Stock, $.001 par value; authorized 175,000,000 shares in 2000 and
100,000,000 shares in 1999; issued and outstanding 80,645,351 shares in 2000 and
80,489,556 shares in 1999 81 40
Class B Common Stock, convertible, $.001 par value; authorized 50,000,000 shares; issued
and outstanding 28,312,940 shares 28 14
Additional paid-in capital 1,037,955 1,034,791
Retained earnings (accumulated deficit) 32,939 (8,592)
---------- -----------
Total stockholders' equity 1,071,003 1,026,253
---------- -----------
Total liabilities and stockholders' equity $1,204,648 $ 1,157,138
========== ===========
See accompanying notes to consolidated financial statements.
27
HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share data)
Year Ended December 31,
-----------------------------------
2000 1999 1998
--------- --------- ---------
Revenues $ 270,339 $ 225,301 $ 186,779
Agency commissions 32,785 27,381 22,657
--------- --------- ---------
Net revenues 237,554 197,920 164,122
Operating expenses 134,980 106,288 95,784
Depreciation and amortization 34,264 28,492 21,149
--------- --------- ---------
Operating income before corporate
expenses 68,310 63,140 47,189
Corporate expenses 8,382 6,982 5,451
--------- --------- ---------
Operating income 59,928 56,158 41,738
--------- --------- ---------
Other income (expense):
Interest income 7,897 3,438 4,680
Interest expense (819) (1,607) (2,046)
Other, net 1,585 -- 252
--------- --------- ---------
8,663 1,831 2,886
--------- --------- ---------
Income before income tax 68,591 57,989 44,624
Income tax 27,060 23,813 17,740
--------- --------- ---------
Net income $ 41,531 $ 34,176 $ 26,884
========= ========= =========
Net income per common share:
Basic $ 0.38 $ 0.34 $ 0.27
Diluted $ 0.38 $ 0.33 $ 0.27
Weighted average common shares outstanding:
Basic 108,858 101,566 98,042
Diluted 110,388 102,927 98,695
See accompanying notes to consolidated financial statements.
28
HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands except share information)
Retained
Common Stock Additional earnings
Preferred ------------------------- paid-in (accumulated
Stock Class A Class B capital deficit) Total
----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 1997 $ -- $ 30 $ 14 $ 459,567 $ (69,652) $ 389,959
Net proceeds from issuance
of 10,386,464 shares of Class A
Common Stock -- 5 -- 205,773 -- 205,778
Net income -- -- -- -- 26,884 26,884
----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 1998 -- 35 14 665,340 (42,768) 622,621
Net proceeds from issuance
of 10,145,596 shares
of Class A Common
Stock -- 5 -- 369,451 -- 369,456
Net income -- -- -- -- 34,176 34,176
----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 1999 -- 40 14 1,034,791 (8,592) 1,026,253
Net proceeds from issuance of
149,111 shares of Class A
Common Stock -- -- -- 2,324 -- 2,324
Two-for-one stock split -- 41 14 (55) -- --
Tax benefit of stock options
exercised -- -- -- 653 -- 653
Options issued to non employees for
services -- -- -- 242 -- 242
Net income -- -- -- -- 41,531 41,531
----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 2000 $ -- $ 81 $ 28 $ 1,037,955 $ 32,939 $ 1,071,003
=========== =========== =========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
29
HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
-----------------------------------
2000 1999 1998
--------- --------- ---------
Cash flows from operating activities:
Net income $ 41,531 $ 34,176 $ 26,884
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for bad debts 3,757 1,869 1,418
Depreciation and amortization 34,264 28,492 21,149
Amortization of debt facility fee included
in interest expense 162 156 160
Deferred income taxes 7,960 8,006 9,944
Changes in operating assets and liabilities:
Accounts receivable, net (12,533) (8,338) (6,328)
Prepaid expenses and other current assets (61) (377) 361
Accounts payable 1,988 (775) (26)
Accrued expenses (2,698) (4,173) 3,519
Income taxes payable (4,369) 2,601 156
Other, net 842 4 (252)
--------- --------- ---------
Net cash provided by operating
activities 70,843 61,641 56,985
--------- --------- ---------
Cash flows from investing activities:
Acquisitions of radio stations (120,152) (208,921) (236,648)
Property and equipment acquisitions (11,007) (11,578) (5,086)
Dispositions of property and equipment 111 951 340
Additions to intangible assets (653) (144) (56)
Increase in deferred charges and other assets (40,813) (6,441) (4,876)
--------- --------- ---------
Net cash used in investing activities (172,514) (226,133) (246,326)
--------- --------- ---------
Cash flows from financing activities:
Borrowings on long-term obligations -- 71,000 18,000
Payments on long-term obligations (120) (71,121) (30,894)
Proceeds from stock issuances 2,344 369,456 205,975
--------- --------- ---------
Net cash provided by financing activities 2,224 369,335 193,081
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents (99,447) 204,843 3,740
Cash and cash equivalents at beginning of year 215,136 10,293 6,553
--------- --------- ---------
Cash and cash equivalents at end of year $ 115,689 $ 215,136 $ 10,293
========= ========= =========
See accompanying notes to consolidated financial statements.
30
HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Organization
Hispanic Broadcasting Corporation (the "Company"), through its
subsidiaries, owns and operates 47 Spanish-language broadcast radio stations
serving 13 markets throughout the United States (Los Angeles, New York City,
Miami, San Francisco/San Jose, Chicago, Houston, San Antonio, Dallas/Fort Worth,
McAllen/Brownsville/Harlingen, San Diego, Phoenix, El Paso and Las Vegas). The
Company also owns and operates HBC Radio Network, which is one of the largest
Spanish-language radio broadcast networks in the United States in terms of
audience delivery and HBCi which operates the Company's radio station Internet
websites.
Basis of Consolidation
The accompanying consolidated financial statements include the accounts of
Hispanic Broadcasting Corporation and its wholly-owned subsidiaries. The Company
consolidates the accounts of subsidiaries when it has a controlling financial
interest (over 50%) in the outstanding voting shares of the subsidiary.
All significant intercompany accounts and transactions have been
eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles ("GAAP") requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and related notes to financial statements. Actual results could
differ from those estimates.
Cash Equivalents
Cash and cash equivalents include all highly liquid investments with an
original maturity of three months or less.
Investments
The Company uses the equity method to account for investments when it does
not have a controlling interest but has the ability to exercise significant
influence over the operating and/or financial decisions of the investee.
Investments where the Company does not exert significant influence are accounted
for using the cost method. Investments at December 31, 2000 and 1999 (included
in deferred charges and other assets) consist of interests in entities which are
involved in radio broadcasting, ownership of transmission towers and the
development of Spanish-language programming.
Property and Equipment
Property and equipment are recorded at cost. Expenditures for significant
renewals and betterments are capitalized. Repairs and maintenance are charged to
expense as incurred.
Depreciation is provided in amounts sufficient to relate the asset cost to
operations over the estimated useful lives (two to forty years) on a
straight-line basis. Leasehold improvements are depreciated over the life of the
lease or the estimated service life of the asset, whichever is shorter. Gains or
losses from disposition of property and equipment are recognized in the
statement of operations.
31
Intangible Assets
Intangible assets are recorded at cost. Amortization of intangible assets
is provided in amounts sufficient to charge the asset cost to operations over
the estimated useful lives on a straight-line basis. The estimated useful lives
are as follows:
Broadcast licenses 40 years
Cost in excess of fair value of net assets acquired principally 40 years
Other intangibles 3 - 40 years
The Company evaluates periodically the propriety of the carrying amount of
intangible assets, including goodwill, 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 income before depreciation,
amortization, and interest for each of the Company's radio stations over the
remaining estimated useful life of the broadcast licenses. If such projections
indicate that undiscounted cash flows are 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 and 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 advertising time to local
and national 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 in the year incurred
and totaled approximately $5.7, $4.2 and $6.4 million for the years ended
December 31, 2000, 1999 and 1998, respectively.
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. Revenues
from barter transactions are recognized as income when commercials are
broadcast. Expenses are recognized when goods or services are received or used.
Barter transactions are not significant to the Company's consolidated financial
statements.
Income Taxes
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the period that includes the enactment
date.
32
Earnings Per Share
Basic earnings per common share is based on net earnings after preferred
stock dividend requirements, if any, and the weighted average number of common
shares outstanding during each year. Diluted earnings per common share reflects
the incremental increase in the weighted average number of common shares due to
the dilutive effect of stock options and the Employee Stock Purchase Plan.
Derivative Financial Instruments
The Company has only limited involvement with derivative financial
instruments and does not use them for trading purposes. They are used, from time
to time, to manage well-defined interest rate risks related to interest on the
Company's outstanding debt. There were no outstanding swap agreements or other
derivative financial instruments at December 31, 2000 or 1999.
Financial Instruments
The carrying amounts of financial instruments, including cash and cash
equivalents, accounts receivable and payable, approximate fair value due to the
relatively short maturity of these instruments. The carrying amount of long-term
obligations, including the current portion, approximates fair value based upon
quoted interest rates for the same or similar debt issues.
Credit Risk
In the opinion of management, credit risk with respect to accounts
receivable is limited due to the large number of diversified customers and the
geographic diversification of the Company's customer base. The Company performs
ongoing credit evaluations of its customers and believes that adequate
allowances for uncollectible accounts receivable are maintained.
Stock Based Compensation
The Company accounts for stock options issued to employees and directors
using the intrinsic-value method as outlined under Accounting Principles Board
Opinion No. 25 ("APB 25"), Accounting for Stock Issued to Employees and related
interpretations.
Under APB 25, the Company does not recognize compensation expense related
to employee stock options since options are not granted at a price below the
market value of the underlying common stock on the date of grant. In accordance
with Statement of Financial Accounting Standards No. 123 ("SFAS 123"),
Accounting for Stock-Based Compensation, the Company has disclosed pro forma net
income and net income per share using the fair-value method in calculating
compensation expense. Also, in accordance with SFAS 123 and Emerging Issues Task
Force No. 96-18 Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services, the
Company includes in operating expenses in the statement of operations, the cost
of stock options (calculated using the fair-value method) issued to persons who
are not employees or directors.
Reclassifications
Certain prior year amounts have been reclassified to conform with the
current year presentation.
33
2. Acquisitions and Dispositions
2000 Acquisitions
On October 15, 1999, the Company entered into an asset purchase agreement
to acquire for $75.0 million the assets of KRCD(FM) and KRCV(FM) (formerly
KACE(FM) and KRTO(FM)), serving the Los Angeles market (the "Los Angeles
Acquisition"). The Los Angeles Acquisition closed on January 31, 2000. The asset
acquisition was funded with a portion of the proceeds from the November 1999
secondary public stock offering (the "November 1999 Offering"). The stations'
programming was converted to a single Spanish-language format in February 2000.
On May 31, 2000, the Company entered into an asset purchase agreement to
acquire for $45.0 million the assets of KCOR(FM) and KBBT(FM) (formerly KBUC(FM)
and KRNH(FM)), serving the San Antonio market. The KCOR(FM) and KBBT(FM)
acquisitions closed on September 15, 2000 and September 29, 2000, respectively.
The asset acquisitions were funded with a portion of the proceeds from the
November 1999 Offering. The stations' programming was converted to separate
Spanish-language formats.
1999 Acquisitions
On January 27, 1999, the Company entered into an asset purchase agreement
to acquire for $18.3 million the assets of KHOT(FM), serving the Phoenix market
(the "Phoenix Acquisition"). The Phoenix Acquisition closed on April 5, 1999.
The asset acquisition was funded with cash generated from operations.
Immediately after closing, the station's programming was converted to a
Spanish-language format.
On March 1, 1999, the Company entered into an asset purchase agreement to
acquire for $20.3 million the assets of KISF(FM), serving the Las Vegas market
(the "Las Vegas Acquisition"). The Las Vegas Acquisition closed on April 30,
1999. The asset acquisition was funded with a $20.0 million borrowing from the
Company's $270.0 million revolving credit facility (the "Credit Facility") and
$0.3 million cash generated from operations. Immediately after closing, the
station's programming was converted to a Spanish-language format.
On January 2, 1997, the Company acquired an option to purchase all of the
assets used in connection with the operation of KSCA(FM), a radio station
serving the Los Angeles market (the "KSCA Option"). In connection with the
acquisition of the KSCA Option, the Company began providing Spanish-language
programming to KSCA(FM) under a time brokerage agreement on February 5, 1997.
The Company exercised the KSCA Option and on September 17, 1999, the Company
acquired the assets of KSCA(FM) for $118.1 million. The Company had previously
paid $13.0 million to acquire and renew the option to purchase the assets of
KSCA(FM) and such payments were subtracted from the purchase price at closing.
To fund the acquisition, the Company borrowed $38.0 million from the Credit
Facility and used $67.1 million of cash. The cash was generated from operating
activities and proceeds of the June 1999 secondary public stock offering (the
"June 1999 Offering").
On July 6, 1999, the Company entered into an agreement to acquire from a
nonaffiliated trust for $65.0 million, the FCC licenses and transmission
equipment of a radio station broadcasting at 94.1 MHz (KLNO(FM)), serving the
Dallas/Fort Worth market (the "Dallas Acquisition"). The Dallas Acquisition
closed on September 24, 1999. To fund the acquisition, the Company borrowed $8.0
million from the Credit Facility and used $57.0 million of cash. The cash was
generated from operating activities and proceeds of the June 1999 Offering.
With the Dallas Acquisition, the Company assumed a time brokerage
agreement whereby an unaffiliated party provided the programming to the radio
station broadcasting at 94.1 MHz until January 31, 2000. The time brokerage
payments ranged from $12,947 to $15,618 per day. Immediately after the
34
time brokerage agreement terminated, the station's programming was converted to
a Spanish-language format.
1998 Acquisitions
On December 1, 1997, the Company entered into an asset exchange agreement
to exchange WPAT(AM), serving the New York City market, and $115.5 million in
cash for the assets of WCAA(FM) (formerly WNWK(FM)), serving the New York City
market (the "New York Acquisition"). The New York Acquisition closed on May 22,
1998. The asset exchange was funded with a portion of the proceeds from the
January 1998 secondary public stock offering (the "January 1998 Offering").
Immediately after closing, the station's programming was converted to a
Spanish-language format.
On March 25, 1998, the Company entered into an asset purchase agreement to
acquire the assets of KLTN(FM) (formerly KKPN(FM)), serving the Houston market,
for $54.0 million (the "Houston Acquisition"). The Houston Acquisition closed on
May 29, 1998. The asset acquisition was funded with a portion of the proceeds
from the January 1998 Offering. Immediately after closing, the station's
programming was converted to a Spanish-language format.
The Company entered into an asset purchase agreement on May 26, 1998, to
acquire the assets of KLQV(FM) and KLNV(FM) (formerly KJQY(FM) and KKLQ(FM))
serving the San Diego market (the "San Diego Acquisition") for $65.2 million.
The San Diego Acquisition closed on August 10, 1998. The asset acquisition was
funded with a portion of the proceeds from the January 1998 Offering, an
additional $18.0 million borrowing from the Company's Credit Facility and cash
generated from operations. Immediately after closing, the programming of the
stations was converted to two Spanish-language formats.
All of the acquisitions discussed above were accounted for using the
purchase method of accounting. Accordingly, the accompanying financial
statements include the accounts of the acquired businesses from the respective
dates of acquisition.
Pending Transactions
The Company's contracts for the acquisition of stations KOVA(FM) and
KLTO(FM) (both stations are currently owned by the Company) provided for an
increase in the purchase price in the event that the FCC authorized certain
station improvements. In November 2000, the FCC authorized the station
improvements. As of December 31, 2000, the Company has paid approximately $31.5
million of upgrade costs and additional purchase price (included in deferred
charges and other assets). The Company expects to incur approximately $1.5
million more of upgrade costs in 2001. The Company will use its available cash
on hand to fund these upgrade costs. The station upgrade is not expected to be
completed and operating until the Spring of 2001.
Uncompleted Transactions
On April 14, 1999, the Company entered into an agreement with Z-Spanish
Media Corporation ("Z"), to exchange the assets of KRTX(FM), a radio station
serving the Houston market, for the assets of KLNZ(FM), a radio station owned by
Z serving the Phoenix market. Although the asset exchange received all necessary
governmental consents, the transaction did not close. Pursuant to the terms of
the asset exchange agreement, the Company instituted arbitration proceedings
seeking, among other relief, specific performance to compel the closing of the
transaction. In December 2000, the arbitrators awarded the Company $2.0 million
which was received in January 2001. As of December 31, 2000, the Company had
incurred $0.5 million of costs related to this transaction and recognized the
award net of costs as $1.5 million of other income.
On March 4, 2000, the Company entered into an agreement with subsidiaries
of Clear Channel Communications, Inc. ("Clear Channel") and AMFM Inc. to
purchase for approximately $127.0 million
35
the assets of KXPK(FM), KKFR(FM) and KEYI(FM), serving the Denver, Phoenix and
Austin markets, respectively. The Department of Justice ("DOJ") disallowed the
Company from making this acquisition. The DOJ required these radio stations to
be divested by Clear Channel or AMFM Inc. in connection with the merger of these
two companies. Clear Channel owns a 26% nonvoting equity interest in the
Company.
3. Long-Term Obligations
The following is a summary of long-term obligations outstanding as of
December 31, 2000 and 1999 (in thousands):
2000 1999
-------- --------
Revolving credit facility payable to banks;
aggregate commitment of $270.0 million; interest
rate based on LIBOR plus an applicable margin as
determined by the Company's leverage ratio; no
balance was outstanding during 2000; payable
through December 2004; secured by 100% of the
common stock of the Company's wholly-owned
subsidiaries; the Company is required to comply
with certain financial and nonfinancial covenants $ -- $ --
Various loans net of imputed interest of 8.1%,
payable in monthly installments through 2001 18 108
Prize awards net of imputed interest (10% to 12%),
payable in varying annual installments through 2044 1,409 1,440
-------- --------
1,427 1,548
Less current portion 23 100
-------- --------
$ 1,404 $ 1,448
======== ========
The Company's ability to make additional borrowings under the Credit
Facility is subject to compliance with certain financial ratios and other
conditions set forth in the Credit Facility. As of December 31, 2000, the
Company had $270.0 million of credit available, and may elect under the terms of
the Credit Facility to increase the facility by $142.5 million. The Credit
Facility commitment began reducing on September 30, 1999 and continues quarterly
through December 31, 2004.
Maturities of long-term obligations for the five years subsequent to
December 31, 2000 are as follows (in thousands):
Year Amount
---- ------
2001 $ 23
2002 6
2003 7
2004 7
2005 8
Thereafter 1,376
Interest paid for the years ended December 31, 2000, 1999 and 1998
amounted to $0.7, $1.7 and $1.2 million, respectively.
36
4. Commitments and Contingencies
The Company leases office space and other property under noncancellable
operating leases. Terms of the leases vary from three to thirty years. Certain
leases have contingent rent clauses whereby rent is increased based on a change
in the Consumer Price Index. Various leases have renewal options of five to ten
years. Future minimum rental payments under noncancellable operating leases in
effect at December 31, 2000 are summarized as follows (in thousands):
Year Amount
---- ------
2001 $ 7,303
2002 7,529
2003 7,160
2004 7,068
2005 6,619
Thereafter 39,214
Rent expense for the years ended December 31, 2000, 1999 and 1998 was
$5.0, $4.3 and $3.4 million, respectively.
The Company is subject to legal proceedings and other claims which have
arisen in the ordinary course of its business and have not been fully
adjudicated. These actions, when ultimately concluded, will not, in the opinion
of management, have a material adverse effect upon the financial position,
results of operations or liquidity of the Company.
5. Stockholders' Equity
Common Stock
On June 7, 1999, the Company completed the June 1999 Offering, selling
4,000,000 shares of Class A Common Stock at $30.02 per share, net of
underwriters' discounts and commissions. The net proceeds of the offering were
approximately $119.9 million.
On November 24, 1999, the Company completed the November 1999 Offering,
selling 6,102,580 shares of Class A Common Stock at $40.85 per share, net of
underwriters' discounts and commissions. The net proceeds of the offering were
approximately $248.7 million.
On January 22, 1998, the Company completed the January 1998 Offering,
selling 10,350,000 shares of Class A Common Stock at $19.88 per share, net of
underwriters' discounts and commissions. The net proceeds of the offering were
approximately $205.1 million.
Clear Channel owns all of the issued and outstanding Class B Common Stock.
The rights of the Class A and Class B Common Stock are identical except that the
Class B Common Stock has no voting rights, except in certain matters. Shares of
Class B Common Stock are convertible into shares of Class A Common Stock, at
Clear Channel's option, subject to any necessary governmental consents,
including the consent of the FCC.
On May 25, 2000, the Board of Directors of the Company authorized a
two-for-one stock split payable in the form of a stock dividend of one share of
common stock for each issued and outstanding share of common stock. The dividend
was paid on June 15, 2000 to all holders of common stock at the close of
business on June 5, 2000. All financial information related to number of shares,
per share amounts, stock option data and market prices of the Company's common
stock have been restated to give effect to the split.
37
Preferred Stock
The Company is authorized to issue 5,000,000 shares of $.001 par value
Preferred Stock. The Preferred Stock may be issued in series, with the rights
and preferences of each series established by the Company's Board of Directors.
6. Income Taxes
The provision for income tax consists of the following (in thousands):
Year Ended December 31,
----------------------------------------------
2000 1999 1998
----------------------------------------------
Current:
Federal $ 15,552 $ 12,618 $ 6,103
State 3,548 3,189 1,693
------------ ------------ ------------
Total current tax 19,100 15,807 7,796
------------ ------------ ------------
Deferred:
Federal 6,640 7,146 9,515
State 1,320 860 429
------------ ------------ ------------
Total deferred tax 7,960 8,006 9,944
------------ ------------ ------------
Total income tax $ 27,060 $ 23,813 $ 17,740
============ ============ ============
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at December 31, 2000 and
1999 are as follows (in thousands):
2000 1999
------------ -----------
Deferred tax assets:
Net operating losses $ 922 $ 970
Other intangible assets 1,873 1,999
Long-term obligations - prize awards 547 561
Allowance for doubtful accounts receivable 1,260 724
Other 309 187
------------ -----------
Total deferred tax assets 4,911 4,441
------------ -----------
Deferred tax liabilities:
Broadcast licenses 107,535 99,616
Property and equipment 1,977 1,477
Other 7,351 7,340
------------ -----------
Total deferred tax liabilities 116,863 108,433
------------ -----------
Net deferred tax liabilities $ 111,952 $ 103,992
============ ===========
38
The reconciliation of income tax expense computed at the federal statutory
tax rate to the Company's actual income tax expense is as follows (in
thousands):
Year Ended December 31,
---------------------------------
2000 1999 1998
-------- ------- -------
Federal income tax at statutory rate $ 24,007 $20,296 $15,618
State income taxes, net of federal benefit 3,163 2,632 1,115
Nondeductible and non-taxable items, net (110) 885 1,007
-------- ------- -------
$ 27,060 $23,813 $17,740
======== ======= =======
As of December 31, 2000, the Company had tax net operating loss
carryforwards for state tax purposes of approximately $38.4 million which expire
in years 2005 through 2020 if not used.
Income taxes paid for the years ended December 31, 2000, 1999 and 1998
amounted to $22.9, $13.3 and $6.0 million, respectively.
7. Earnings Per Share
The following is a reconciliation of the numerators and denominators of
the basic and diluted earnings per share computations (in thousands):
Year Ended December 31,
---------------------------------
2000 1999 1998
-------- -------- -------
Numerator:
Net income $ 41,531 $ 34,176 $26,884
======== ======== =======
Denominator:
Denominator for basic earnings
per share 108,858 101,566 98,042
Effect of dilutive securities:
Stock options 1,514 1,347 635
Employee Stock Purchase
Plan 16 14 18
-------- -------- -------
Denominator for diluted
earnings per share 110,388 102,927 98,695
======== ======== =======
Stock options which were excluded from the computation of diluted earnings
per share due to their antidilutive effect amounted to 0.6 million shares for
the year ended December 31, 2000 and zero shares for the years ended December
31, 1999 and 1998.
8. Retirement Plan
The Company has a defined contribution retirement savings plan (the
"Plan"). The Plan covers all employees who have reached the age of 18 years and
have been employed by the Company for at least one year. The Company matches
participants' contributions to the Plan in an amount not to exceed $1,500. The
Company, at the sole discretion of the Board of Directors, may make additional
supplemental contributions to the Plan. The Company's expenses related to the
Plan for the years ended December 31, 2000, 1999 and 1998 amounted to $0.6, $0.3
and $0.3 million, respectively.
39
9. Stock Options
In May 1997, the stockholders of the Company approved a stock incentive
plan ("Long-Term Incentive Plan"), to be administered by the Board of Directors
or by a sub-committee of the Board of Directors. The maximum number of shares of
Class A Common Stock that may be the subject of awards at any one time shall be
ten percent of the total number of shares of Class A Common Stock outstanding.
Options granted under the Long-Term Incentive Plan have a ten-year term and vest
over various periods up to five years.
The stockholders of the Company also approved an Employee Stock Purchase
Plan in May 1997. Under the plan, shares of the Company's common stock may be
purchased at six-month intervals at 85% of the lower of the fair market value on
the first or the last day of each six-month period. Employees may purchase
shares having a value not exceeding 15% of their gross compensation during an
offering period. During 2000, 1999 and 1998, employees purchased 37,768, 43,016
and 36,472 common shares at average prices of $29.64, $19.25 and $16.58,
respectively.
The Company issued 2,169,400, 975,500 and 739,300 stock options in 2000,
1999 and 1998, respectively, to various employees of the Company under its
Long-Term Incentive Plan. The exercise prices ranged from $8.22 to $51.38 per
share, the market prices at dates of issuance.
The following is a summary of stock options outstanding and exercisable
for the years ended December 31, 1998, 1999 and 2000 (in thousands, except per
share data):
Weighted Average
Number Exercise Price
Of Shares Per Share
--------- ----------------
Stock Options Outstanding:
Options outstanding at December 31, 1997 1,446 $ 11.92
Granted 740 18.13
Forfeited (104) 12.86
--------
Options outstanding at December 31, 1998 2,082 14.08
Granted 974 24.21
Forfeited (104) 17.28
--------
Options outstanding at December 31, 1999 2,952 17.31
Granted 2,169 27.23
Forfeited (221) 25.26
Exercised (118) 11.75
--------
Options outstanding at December 31, 2000 4,782 21.58
========
Exercisable Stock Options:
Options exercisable at December 31, 1997 34 11.86
Vested 16 15.64
--------
Options exercisable at December 31, 1998 50 13.07
Vested 19 18.21
--------
Options exercisable at December 31, 1999 69 14.49
Vested 623 14.09
Exercised (118) 11.75
--------
Options exercisable at December 31, 2000 574 14.62
========
40
Pro forma information regarding net income and net income per share is
required by SFAS 123, and has been determined as if the Company had accounted
for its employee stock options under the fair value method of that Statement.
The weighted average fair value at date of grant for options granted in the
years ended December 31, 2000, 1999 and 1998 was $16.46, $13.32 and $9.75 per
share, respectively. The fair value of these options was estimated on the date
of the grant using the Black-Scholes option pricing model with the following
assumptions:
2000 1999 1998
------- ------- -------
Risk-free interest rate 5.96% 6.11% 5.22%
Dividend yield 0.00% 0.00% 0.00%
Volatility factor 57.82% 50.39% 50.67%
Weighted average expected life 6 years 6 years 6 years
For purposes of pro forma disclosures, the estimated fair value of the
options is expensed over the options' vesting period. Pro forma results of
operations calculated as though the Company had adopted the provisions of SFAS
123 are as follows (in thousands, except per share data):
Year Ended December 31,
----------------------------------------
2000 1999 1998
---------- ---------- ----------
Net income $ 33,721 $ 31,389 $ 25,449
Net income per common share:
Basic 0.31 0.31 0.26
Diluted 0.31 0.30 0.26
The following is a summary of stock options outstanding and exercisable at
December 31, 2000:
Weighted Average
Range of Shares Remaining
Exercise Prices Under Option Weighted Average Contractual Life
Per Share (in thousands) Exercise Price Per Share (in years)
---------------- ----------------- ------------------------ ----------------
Stock Options Outstanding:
$ 8.22 - $11.75 1,074 $ 11.71 6.4
12.34 - 18.13 667 17.56 7.3
18.75 - 26.00 1,821 20.76 9.1
32.25 - 41.84 1,212 33.59 9.3
50.57 - 51.38 8 50.77 9.1
-----
4,782
-----
Exercisable Stock Options:
$ 8.22 - $ 11.75 366 $ 11.63 6.4
$12.34 - $ 18.13 60 14.83 6.7
$20.31 - $ 20.97 130 20.41 9.6
$ 32.94 18 32.94 9.4
-----
574
-----
41
10. Accrued Expenses
Accrued expenses consist of the following (in thousands):
December 31,
-----------------------------------
2000 1999
--------------- ---------------
Wages, salaries and benefits payable $ 3,453 $ 4,136
Commissions payable 5,283 5,559
Advertising payable 233 1,636
Other accrued expenses 6,361 6,697
--------------- ---------------
$ 15,330 $ 18,028
=============== ===============
11. 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 (in thousands, except per share data):
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
Year ended December 31, 2000:
Net revenues $46,539 $64,771 $64,885 $61,360
Net income 5,219 12,054 13,111 11,147
Net income per common share - basic
and diluted 0.05 0.11 0.12 0.10
Year ended December 31, 1999:
Net revenues $37,709 $51,905 $52,370 $55,936
Net income 3,319 9,976 9,845 11,036
Net income per common share:
Basic 0.03 0.10 0.10 0.10
Diluted 0.03 0.10 0.09 0.10
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
42
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 with respect to the directors,
nominees and executive officers of the Company is incorporated by reference to
the information set forth under the caption "Election of Directors," "Executive
Compensation and Other Matters" and "Section 16(a) Beneficial Ownership
Reporting Compliance" 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 under the caption "Executive Compensation and Other
Matters" 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
The information required by Item 12 is incorporated by reference to the
information set forth under the captions "Security Ownership of Certain
Beneficial Owners and Management" 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 under the caption "Certain Transactions" 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.
43
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:
Independent Auditors' Report
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 Stockholders' Equity 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
2. Financial Statement Schedules
Hispanic Broadcasting Corporation and Subsidiaries
Valuation and Qualifying Accounts
For the years ended December 31, 2000, 1999 and 1998
(in thousands)
Additions
--------------------
Balance Charged
at to Charged Accounts Balance
beginning costs and to other written at end
Description of period expenses accounts off of period
- ------------------------------------- --------- --------- -------- -------- ---------
For the year ended December 31, 2000:
Allowance for Doubtful Accounts $1,855 $3,757 $ -- $2,431 $3,181
For the year ended December 31, 1999:
Allowance for Doubtful Accounts 2,301 1,869 283 2,598 1,855
For the year ended December 31, 1998:
Allowance for Doubtful Accounts 2,613 1,417 -- 1,729 2,301
44
3. Exhibits
Exhibit
Number Description
- ------- --------------------------------------------------------------------
3.1 Second Amended and Restated Certificate of Incorporation of the
Company dated February 14, 1997 (incorporated by reference to
Exhibit 3.1 to the Company's Form 8-K filed March 3, 1997).
3.2 Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation of the Company dated June 4, 1998
(incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q
filed on November 11, 1998).
3.3 Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation of the Company dated June 8, 1999
(incorporated by reference to Exhibit 3.3 to the Company's Form 10-Q
filed on August 12, 1999).
3.4 Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation of the Company dated May 25, 2000
(incorporated by reference to Exhibit 3.4 to the Company's
Form 10-Q filed on August 11, 2000).
3.5 Amended and Restated Bylaws of the Company (incorporated by
reference to the Company's Registration Statement on Form S-1
(Registration No. 33-78370) filed on April 29, 1994, as amended
("Company's S-1")).
10.1 Stock Option Plan (incorporated by reference to Exhibit 10.4 of
Company's S-1).
10.2 Form of Indemnification Agreement (incorporated by reference to
Exhibit 10.22 of Company's S-1).
10.3 Registration Rights Agreement, dated February 14, 1997, by and among
the Company, McHenry T. Tichenor, Sr., McHenry T. Tichenor, Jr.,
Warren W. Tichenor, William E. Tichenor, Jean T. Russell, McHenry T.
Tichenor, Jr., as Custodian for David T. Tichenor, Alta Subordinated
Debt Partners III, L.P., Prime II Management, LP, PrimeComm, LP,
Ricardo A. del Castillo, Jeffrey Hinson and David D. Lykes
(incorporated by reference to Exhibit 10.1 to the Company's Form 8-K
filed March 3, 1997).
10.4 Employment Agreement, dated February 14, 1997, by and between the
Company and McHenry T. Tichenor, Jr. (incorporated by reference to
Exhibit 10.2 to the Company's Form 8-K filed March 3, 1997).
10.5 Stockholders Agreement, dated February 14, 1997, by and among the
Company and each of the stockholders listed on the signature pages
thereto (incorporated by reference to Exhibit 10.4 to Schedule 13D
of McHenry T. Tichenor, Jr. filed February 14, 1997).
10.6 Registration Rights Agreement, dated February 14, 1997, by and among
the Company and Clear Channel Communications, Inc. (incorporated by
reference to Exhibit 10.4 to the Company's Form 8-K filed March 3,
1997).
10.7 Credit Agreement among the Company and its subsidiaries, The Chase
Manhattan Bank, as administrative agent, and certain other lenders,
dated February 14, 1997 without Exhibits (Schedules omitted)
(incorporated by reference to Exhibit 10.5 to the Company's Form 8-K
filed on May 14, 1997).
10.8 Credit Agreement Amendment No. 1 among the Company and its
subsidiaries, the Chase Manhattan Bank, as administrative agent, and
certain other lenders, dated May 6, 1999 without Exhibits (Schedules
omitted) (incorporated by reference to Exhibit 10.12 to the
Company's Form 10-K filed on March 30, 2000).
45
10.9 Hispanic Broadcasting Corporation Long-Term Incentive Plan
(incorporated by reference to Appendix A to the Company's Definitive
Proxy Statement filed on April 24, 1997 (Commission File No.
000-24516)).
10.10 Hispanic Broadcasting Corporation Amended and Restated 1997 Employee
Stock Purchase Plan (incorporated by reference to the Company's Form
S-8 filed on December 31, 1997).
11 Statement Regarding Computation of Per Share Earnings.
12.1 Statement Regarding Computation of Ratio of Earnings to Fixed
Charges.
12.2 Statement Regarding Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends.
21 Subsidiaries of the Company.
23 Consent of KPMG LLP.
24 Power of Attorney (included on Signature Page).
Registrant agrees to furnish supplementally a copy of any omitted
schedules to the Commission upon request.
(b)
Reports on Form 8-K
None.
46
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 30, 2001.
HISPANIC BROADCASTING CORPORATION
By: /s/ McHenry T. Tichenor, Jr.
---------------------------------------
McHenry T. Tichenor, Jr.
President and Chief Executive Officer
Each person whose signature appears below authorizes McHenry T. Tichenor,
Jr. and Jeffrey T. Hinson, or either of them, each of whom may act without
joinder of the other, to execute in the name of each such person who is then an
officer or director of the Registrant and to file any amendments to this annual
report on Form 10-K necessary or advisable to enable the Registrant to comply
with the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
which amendments may make such changes in such report as such attorney-in-fact
may deem appropriate.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ McHenry T. Tichenor, Jr. President, Chief Executive March 30, 2001
- ---------------------------- Officer and Chairman of the Board
McHenry T. Tichenor, Jr. of Directors
/s/ Jeffrey T. Hinson Senior Vice President, Chief March 30, 2001
- ---------------------------- Financial Officer and Treasurer
Jeffrey T. Hinson (Principal Financial Officer)
/s/ David P. Gerow Vice President, Controller and March 30, 2001
- ---------------------------- Secretary (Principal Accounting
David P. Gerow Officer)
/s/ McHenry T. Tichenor Director March 30, 2001
- ----------------------------
McHenry T. Tichenor
/s/ Robert W. Hughes Director March 30, 2001
- ----------------------------
Robert W. Hughes
/s/ James M. Raines Director March 30, 2001
- ----------------------------
James M. Raines
/s/ Ernesto Cruz Director March 30, 2001
- ----------------------------
Ernesto Cruz
47