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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 10-Q

 

 

ý

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

 

 

For the Quarterly Period Ended March 31, 2003

 

 

 

OR

 

 

 

 

o

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

Commission File No. 333-61211

 

Radio Unica Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

 

65-0776004

(State of Incorporation)

 

(I.R.S. Employer
Identification Number)

 

 

 

8400 N.W. 52nd Street, Suite 100
Miami, FL

 

33166

(Address of principal executive offices)

 

(Zip Code)

 

 

 

305-463-5000

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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 ý   NO o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes o No ý

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of May 14, 2003, 100 shares of Common Stock, $.01 par value were outstanding.

 

 



 

RADIO UNICA CORP.

 

TABLE OF CONTENTS

 

PART I.

FINANCIAL INFORMATION

 

 

Item 1.

Financial Statements

Item 2.

Management’s Discussion and Analysis

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Control and Procedures

 

 

PART II.

OTHER INFORMATION

 

 

Item 6.

Exhibits and Reports on Form 8-K

 



 

RADIO UNICA CORP.

 

CONSOLIDATED BALANCE SHEETS

 

 

 

March 31,
2003

 

December 31,
2002

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

3,128,449

 

$

2,805,775

 

Accounts receivable, net of allowance for doubtful accounts of $1,134,365 and $1,148,228, respectively

 

7,275,522

 

9,494,925

 

Prepaid expenses and other current assets

 

3,306,232

 

2,251,029

 

Assets held for sale

 

 

2,925,554

 

Total current assets

 

13,710,203

 

17,477,283

 

 

 

 

 

 

 

Property and equipment, net

 

22,483,820

 

23,071,043

 

Broadcast licenses, net of accumulated amortization of $10,210,423

 

96,433,935

 

96,433,935

 

Other intangible assets, net

 

8,679,609

 

8,971,849

 

Other assets

 

368,704

 

318,954

 

 

 

$

141,676,271

 

$

146,273,064

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

901,754

 

$

1,295,971

 

Accrued expenses

 

2,388,208

 

2,827,704

 

Interest payable

 

3,164,095

 

7,784,537

 

Deferred revenue

 

384,122

 

608,218

 

Current portion of notes payable

 

632,049

 

641,741

 

Total current liabilities

 

7,470,228

 

13,158,171

 

 

 

 

 

 

 

Other liabilities

 

75,000

 

75,000

 

Notes payable

 

500,000

 

500,810

 

Deferred taxes

 

988,460

 

988,460

 

Due to parent, net

 

93,876,927

 

95,656,430

 

Borrowings under revolving credit facility

 

10,000,000

 

 

Senior discount notes

 

158,088,000

 

158,088,000

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit:

 

 

 

 

 

Common stock; $.01 par value; 1,000 shares authorized, 100 shares issued and outstanding

 

1

 

1

 

Additional paid-in-capital

 

59,612,074

 

59,612,074

 

Deferred compensation expense

 

(74,483

)

(96,226

)

Accumulated deficit

 

(188,859,936

)

(181,709,656

)

Total stockholders’ deficit

 

(129,322,344

)

(122,193,807

)

 

 

$

141,676,271

 

$

146,273,064

 

 

The accompanying notes are an integral part of these financial statements.

 

2



 

RADIO UNICA CORP.

 

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

 

 

 

Three months ended
March 31,

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Net revenue

 

$

9,597,394

 

$

8,161,736

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Direct operating

 

1,012,535

 

1,195,473

 

Selling, general and administrative

 

4,142,760

 

3,970,692

 

Network

 

2,800,279

 

3,761,046

 

Corporate

 

748,371

 

847,242

 

Cost of promotion services

 

2,508,591

 

1,012,357

 

Depreciation and amortization

 

798,700

 

739,250

 

Stock option compensation

 

21,743

 

160,145

 

 

 

12,032,979

 

11,686,205

 

Loss from operations

 

(2,435,585

)

(3,524,469

)

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

Interest expense

 

(4,961,083

)

(4,511,422

)

Interest income

 

3,468

 

3,104

 

Other

 

242,920

 

(48,480

)

 

 

(4,714,695

)

(4,556,798

)

Loss before income taxes

 

(7,150,280

)

(8,081,267

)

Income tax benefit

 

 

39,018

 

Net loss

 

$

(7,150,280

)

$

(8,042,249

)

 

 

 

 

 

 

Net loss per common share - basic and diluted

 

$

(71,503

)

$

(80,422

)

 

 

 

 

 

 

Weighted average common shares outstanding - basic and diluted

 

100

 

100

 

 

The accompanying notes are an integral part of these financial statements.

 

3



 

RADIO UNICA CORP.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

 

 

Three months ended
March 31,

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

Net loss

 

$

(7,150,280

)

$

(8,042,249

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

798,700

 

739,250

 

Provision for bad debts

 

(13,863

)

178,077

 

Accretion of interest on senior discount notes

 

 

4,305,021

 

Amortization of deferred financing costs

 

226,671

 

159,981

 

Stock option compensation expense

 

21,743

 

160,145

 

Deferred income taxes

 

 

(39,018

)

Gain on sale of radio station assets

 

(231,416

)

 

Other

 

(11,556

)

(110,325

)

Changes in assets and liabilities, net of effects of acquisitions:

 

 

 

 

 

Accounts receivable

 

2,233,266

 

2,237,142

 

Prepaid expenses and other current assets

 

(1,157,051

)

216,600

 

Other assets

 

(50,657

)

(101,943

)

Accounts payable

 

(394,217

)

(1,400,040

)

Accrued expenses

 

(439,496

)

(304,165

)

Interest payable

 

(4,660,442

)

 

Deferred revenue

 

(212,540

)

(34,691

)

Other liabilities

 

 

15,000

 

Net cash used in operating activities

 

(11,041,138

)

(2,021,215

)

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Acquisition of property and equipment

 

(170,183

)

(1,357,789

)

Proceeds from sale of radio station assets

 

3,324,000

 

 

Net cash used in investing activities

 

3,153,817

 

(1,357,789

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Intercompany payable, net

 

(1,779,503

)

3,545,905

 

Repayment of notes payable

 

(10,502

)

(9,067

)

Borrowings under revolving credit facility

 

10,000,000

 

 

Net cash provided by financing activities

 

8,209,995

 

3,536,838

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

322,674

 

157,834

 

Cash and cash equivalents at beginning of period

 

2,805,775

 

964,042

 

Cash and cash equivalents at end of period

 

$

3,128,449

 

$

1,121,876

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

4



 

RADIO UNICA CORP.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

1.      Basis of Presentation

 

The accompanying unaudited consolidated condensed financial statements of Radio Unica Corp. and subsidiaries (the “Company”) for the periods indicated herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with generally accepted accounting principles for interim financial information.  Accordingly, the financial statements do not include all of the information and notes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.  Operating results for the three months ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.  The consolidated condensed financial statements include the accounts of the Company and all majority owned subsidiaries over which the Company has control.  All significant intercompany accounts and transactions have been eliminated in consolidation.  For further information, refer to the Company’s 2002 consolidated financial statements and notes thereto.

 

The Company’s revenue and cash flows are typically lowest in the first calendar quarter. Seasonal fluctuations are common in the radio broadcasting industry and are due primarily to fluctuations in consumer spending.

 

2.      Segment Operating Results

 

Pursuant to the provisions of Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 131, “Disclosure About Segments of a Business Enterprise and Related Information”, the Company is required to report segment information. The Company classified its businesses into two reporting segments: radio broadcasting and promotion services.  The radio broadcasting segment includes the operations of the Company’s radio network, the operations of all owned and operated radio stations and corporate expenses.  The promotion services segment includes the operations of the Company’s marketing and promotions business.  The Company evaluates performance based on several factors, of which the primary financial measures are business segment net revenue, operating income (loss) and earnings (loss) before interest, taxes, depreciation and amortization (“EBITDA”).

 

EBITDA, is presented not as an alternative measure of operating results or cash flow from operations (as determined in accordance with GAAP), but because it is a widely accepted supplemental financial measure of a company’s ability to service debt. The Company’s calculation of EBITDA may not be comparable to similarly titled measures reported by other companies since all companies do not calculate this non-GAAP measure in the same manner. The Company’s EBITDA calculation is not intended to represent cash provided by (used in) operating activities, since it does not include interest and taxes and changes in operating assets and liabilities, nor is it intended to represent the net increase or decrease in cash, since it does not include cash provided by (used in) investing and financing activities.

 

5



 

Results by segment are as follows:

 

 

 

Three months ended
March 31,

 

 

 

2003

 

2002

 

 

 

(Unaudited)

 

Net revenue

 

 

 

 

 

Radio broadcasting

 

$

6,838,823

 

$

6,648,897

 

Promotion services

 

2,758,571

 

1,512,839

 

Consolidated

 

$

9,597,394

 

$

8,161,736

 

 

 

 

 

 

 

Operating income (loss)

 

 

 

 

 

Radio broadcasting

 

$

(2,322,395

)

$

(3,655,637

)

Promotion services

 

(113,190

)

131,168

 

Consolidated

 

$

(2,435,585

)

$

(3,524,469

)

 

 

 

 

 

 

EBITDA

 

 

 

 

 

Radio broadcasting

 

$

(1,343,603

)

$

(3,020,913

)

Promotion services

 

(50,362

)

187,214

 

Consolidated

 

$

(1,393,965

)

$

(2,833,699

)

 

 

 

 

 

 

Total assets as of March 31,

 

 

 

 

 

Radio broadcasting

 

135,222,330

 

$

136,993,278

 

Promotion services

 

6,453,941

 

5,423,119

 

Consolidated

 

$

141,676,271

 

$

142,416,397

 

 

Below is a reconciliation of operating income (loss) to EBITDA for the Company’s radio broadcasting and promotion services segments:

 

 

 

Three Months Ended
March 31,

 

 

 

2003

 

2002

 

Radio broadcasting:

 

 

 

 

 

Loss from operations

 

$

(2,322,395

)

$

(3,655,637

)

Adjustments:

 

 

 

 

 

Depreciation and amortization

 

735,057

 

684,771

 

Other

 

243,735

 

(50,047

)

EBITDA

 

$

(1,343,603

)

$

(3,020,913

)

 

 

 

 

 

 

Promotion services:

 

 

 

 

 

(Loss) income from operations

 

$

(113,190

)

$

131,168

 

Adjustments:

 

 

 

 

 

Depreciation and amortization

 

63,643

 

54,479

 

Other

 

(815

)

1,567

 

EBITDA

 

$

(50,362

)

$

187,214

 

 

6



 

3.      Stock Option Plan

 

As permissible under Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”, the Company accounts for all stock-based compensation arrangements using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, as interpreted by FASB Interpretation No. 44, “Accounting for Certain Transactions Involving Stock Compensation”, and discloses pro forma net loss and loss per share amounts as if the fair value method had been adopted.  Accordingly, no compensation cost is recognized for stock option awards granted to employees at or above fair market value.

 

The Company’s pro forma net loss, pro forma net loss per common share and pro forma weighted average fair value of options granted, with related assumptions, assuming the Company had adopted the fair value method of accounting for all stock-based compensation arrangements consistent with the provisions of SFAS No. 123, using the Black-Scholes option pricing model for all options granted, are indicated below:

 

 

 

Three months ended
March 31,

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Net loss, as reported

 

$

(7,150,280

)

$

(8,042,249

)

Deduct:

 

 

 

 

 

Stock-based compensation expense determined under fair value method

 

779,430

 

808,268

 

Net loss, pro forma

 

$

(7,929,710

)

$

(8,850,517

)

Net loss per share, basic and diluted

 

 

 

 

 

As reported

 

$

(71,503

)

$

(80,422

)

Pro forma

 

$

(79,297

)

$

(88,505

)

 

 

 

 

 

 

Weighted average fair value

 

$

 

$

1.09

 

Expected life (in years)

 

10

 

10

 

Risk free interest rate

 

4.0

%

5.0

%

Expected volatility

 

213

%

113

%

Dividend Yield

 

 

 

 

7



 

 

4.      Revolving Credit Facility

 

At March 31, 2003, the Company was in breach of its Minimum Stage 1 Broadcast Cash Flow covenant (as defined).  The Company received a waiver for this breach from the lender.

 

The Company is subject to quarterly financial covenants.  There is no assurance that the Company will be able to comply with its future financial covenants or that any future financial covenant breaches will be waived. Any breach that is not waived could result in an event of default, permitting the lenders to suspend commitments to make any advance, and to declare amounts outstanding and interest thereon due and payable, which could have a material adverse effect on our business, financial condition and results of operations.

 

8



 

RADIO UNICA CORP.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements concerning the Company’s outlook for 2003 and beyond, the Company’s expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts.  The forward-looking statements in this report are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements.

 

Overview

 

We generate radio broadcasting revenue from sales of network advertising time, and sales of local and national advertising time on radio stations that we own and those that we operate under local marketing agreements (collectively “O&Os”). Advertising rates are, in large part, based upon the network’s and each station’s ability to attract audiences in demographic groups targeted by advertisers. All radio broadcasting revenue is stated net of any agency commissions. We recognize radio broadcasting revenue when the commercials are broadcast.  We also generate revenue from our promotional and merchandising services company, MASS Promotions, Inc. (“MASS”).  We recognize revenue generated by MASS when the promotion services are performed.

 

Our operating expenses consist of programming expenses, marketing and selling costs, including commissions paid to our sales staff, technical and engineering costs, cost of promotion services and general and administrative expenses.

 

Critical Accounting Policies and Estimates

 

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our financial statements. In general, we base our estimates on historical experience, on information from third party professionals and on various other assumptions that we believe are reasonable under the facts and circumstances. We continually evaluate our accounting policies and estimates we use to prepare our consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.

 

During the quarter ended March 31, 2003, our critical accounting policies and the nature of our estimates have not changed from those disclosed in our annual report on Form 10-K for the year ended December 31, 2002.

 

Results of Operations

 

Three Months Ended March 31, 2003 Compared To The Three Months Ended March 31, 2002

 

NET REVENUE.  Net revenue increased by approximately $1.4 million or 18% to approximately $9.6 million for the three months ended March 31, 2003 from approximately $8.2 million for the comparable period in the prior year.  The increase in net revenue related to increased revenue generated by promotional and merchandising services associated with MASS of approximately $1.2 million, and increased revenue at the O&Os of approximately $0.2 million.

 

9



 

Direct operating expenses decreased by approximately $0.2 million or 15% to approximately $1.0 million for the three months ended March 31, 2003 from approximately $1.2 million for the comparable period in the prior year.  The decrease in direct operating expenses was primarily due to decreased advertising spending in 2003, decreases in headcount at certain stations and the sale and termination of operations at the Denver station as of February 11, 2003.

 

Selling, general and administrative expenses increased by approximately $0.2 million or 4% to approximately $4.1 million for the three months ended March 31, 2003 from approximately $3.9 million for the comparable period in the prior year. The increase in selling, general and administrative expenses primarily related to the increase in the cost of the sales force at certain stations, the buildup of our operations at our Dallas station following the signal upgrade completed during the third quarter of 2002, offset in part by the sale and termination of operations at the Denver station as of February 11, 2003.

 

Network expenses decreased approximately $1.0 million or 26% to approximately $2.8 million for the three months ended March 31, 2003 from approximately $3.8 million for the comparable period in the prior year.  The decrease in network expenses was mainly due to a decrease in the cost of network programming, including sporting events, decreased personnel costs, and decreased spending associated with the promotion and marketing of the network.

 

Corporate expenses remained constant at approximately $0.8 million for the three months ended March 31, 2003 and 2002. Corporate expenses are comprised of the cost of corporate management, legal and professional fees and insurance.

 

Cost of promotion services increased by approximately $1.5 million or 148% to $2.5 million for the three months ended March 31, 2003 from approximately $1.0 million for the comparable period in the prior year.  The increase in the cost of promotion services was related to the variable costs associated with the increase in MASS’ revenue, as well as higher out of pocket costs associated with certain client’s marketing programs.

 

Depreciation and amortization increased by approximately $0.1 million or 8% to approximately $0.8 million for the three months ended March 31, 2003 from approximately $0.7 million for the comparable period in the prior year.  The increase in depreciation and amortization was due to the additions of fixed and intangible assets arising from signal upgrades completed during 2002.

 

Stock option compensation expense decreased by approximately $0.1 million or 86% to approximately $22,000 for the three months ended March 31, 2003 from approximately $0.2 million for the comparable period in the prior year.  Stock option compensation expense represents a non-cash charge relating to the vesting of stock options granted to employees to purchase shares of Radio Unica Communications Corp.’s common stock.  The decrease in stock option compensation expense is due to stock options granted becoming fully vested during 2002.

 

10



 

OTHER INCOME (EXPENSE). Other income (expense) decreased by approximately $0.2 million or 3% to approximately $(4.7) million for the three months ended March 31, 2003 from approximately $(4.5) million for the comparable period in the prior year. Other income (expense) for the three months ended March 31, 2003 included interest expense of approximately $(5.0) million and interest and other income of approximately $0.3 million primarily related to the gain on the sale of the Denver radio station assets in February 2003.  Interest expense primarily relates to the interest on the Senior Discount Notes.

 

NET LOSS.  Net loss decreased by approximately $0.9 million or 11% to approximately $(7.1) million for the three months ended March 31, 2003 from approximately $(8.0) million for the comparable period in the prior year.  The decrease in net loss was mainly the result of the increase in the Company’s revenue of approximately $1.4 million, increased other income of approximately $0.3 million, offset in part by increased operating expenses of approximately $0.3 million and increased interest expense of approximately $0.5 million.

 

EBITDA.  EBITDA increased by approximately $1.4 million or 51% to approximately $(1.4) million for the three months ended March 31, 2003 from approximately $(2.8) million for the comparable period in the prior year.  The increase in EBTIDA was mainly the result of the decrease in network expenses and the gain on the sale of the Denver radio station assets.

 

Use of Non-GAAP Financial Measures

 

The Company utilizes a financial measure that is not calculated in accordance with GAAP to assess its financial performance. A non-GAAP financial measure is defined as a numerical measure of a company’s financial performance that (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the comparable measure calculated and presented in accordance with GAAP in the statement of income or statement of cash flows; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the comparable measure so calculated and presented. EBITDA is defined as earnings (loss) before interest, taxes, depreciation and amortization. The Company believes that the presentation of EBITDA provides useful information to investors regarding the Company’s financial condition because it is a commonly used financial analysis tool for measuring and comparing media companies.  EBITDA also serves as a gauge of the Company’s ability to service long-term debt and other fixed obligations and to fund continued growth with internally generated funds. EBITDA should not be considered as an alternative to net cash provided by (used in) operating activities as a measure of liquidity. This non-GAAP financial measure may not be comparable to similarly titled measures used by other companies.  Below is a reconciliation of loss from operations to EBITDA:

 

 

 

Consolidated

 

 

 

Three Months Ended
March 31,

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Loss from operations

 

$

(2,435,585

)

$

(3,524,469

)

Adjustments:

 

 

 

 

 

Depreciation and amortization

 

798,700

 

739,250

 

Other

 

242,920

 

(48,480

)

EBITDA

 

$

(1,393,965

)

$

(2,833,699

)

 

11



 

Liquidity and Capital Resources

 

The Company has had negative cash flows since inception. Working capital and financing for the Company’s acquisitions to date have been provided primarily by the proceeds from Radio Unica Communication Corp.’s (“RUCC”) initial public offering, the issuance of the 11¾% Senior Discount Notes due August 1, 2006, the issuance of promissory notes, common stock and preferred stock to the RUCC’s shareholders and proceeds from the Revolving Credit Facility.

 

Net cash used in operating activities increased by approximately $9.0 million or 446% to approximately $11.0 million for the three months ended March 31, 2003 from approximately $2.0 million for the comparable period in the prior year.  Net cash provided by (used in) investing activities increased by $4.5 million or 332% to $3.2 million for the three months ended March 31, 2003 from approximately $(1.3) million for the comparable period in the prior year. The increase of approximately $4.5 million from 2002 to 2003 was primarily due to the proceeds received from the sale of the Denver radio station of approximately $3.3 million and a decrease in capital expenditures of approximately $1.2 million.  Net cash provided by financing activities increased by approximately $4.7 million or 132% to approximately $8.2 million for the three months ended March 31, 2003 from approximately $3.5 million for the comparable period in the prior year. The increase of approximately $4.7 million from 2002 to 2003 was primarily due to the Company borrowing $10.0 million under its Revolving Credit Facility in March 2003, offset by a decrease in borrowings from RUCC of approximately $1.8 compared to an increase during the same period last year of approximately $3.5.

 

Capital expenditures primarily relate to the purchase of broadcast equipment for the network and O&Os, leasehold improvements, computer equipment and telecommunications equipment. Capital expenditures were approximately $0.2 million and $1.4 million for the three months ended March 31, 2003 and 2002, respectively.  The decrease in capital expenditures is primarily due to signal upgrades completed during 2002.

 

The Company believes that its current cash on hand and its borrowing availability under its Revolving Credit Facility, will at a minimum provide adequate resources to fund the Company’s operating expenses, debt service, working capital requirements and capital expenditures through March 31, 2004.

 

The Company through its financial advisor, CIBC World Markets Corp. (“CIBC”) is currently in discussions with representatives of the Senior Discount Notes (the “Notes”) in order to restructure the terms of the Notes. In addition, the Company through CIBC is in discussions with several potential investors to secure additional equity financing.  There can be no assurance that the Company will be able to restructure its Notes or secure additional equity financing. In connection with the above mentioned efforts the Company has incurred approximately $1,300,000 in fees through March 31, 2003. These fees are included in the balance sheet at March 31, 2003 in prepaid expenses and other currents assets.  If the Company is successful in its efforts to restructure its Notes, the fees paid will be capitalized and amortized accordingly.  If the Company is successful in its efforts to raise equity, the fees paid will be recorded as a reduction of the equity proceeds. If the Company is unsuccessful in its efforts to restructure its Notes or raise equity, the fees paid will be expensed.

 

At March 31, 2003, the Company was in breach of the Revolving Credit Facility’s Minimum Stage 1 Broadcast Cash Flow covenant (as defined).  The Company received a waiver for this breach from its lender.

 

The Revolving Credit Facility contains quarterly financial covenants.  There is no assurance that the Company will be able to comply with its future financial covenants or that any future financial covenant breaches will be waived. Any breach that is not waived could result in an event of default, permitting the lender to suspend commitments to make any advance, and to declare amounts outstanding and interest thereon due and payable, which could have a material adverse effect on our business, financial condition and results of operations.

 

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Liquidity and Capital Resources

 

If the Company is unable to generate sufficient cash flow, is unable to restructure its Notes, or is unable to secure additional equity financing, it may have to adopt one or more alternatives after 2003, such as reducing or delaying planned capital expenditures or selling assets. There can be no assurance that any of these financing strategies could be effected on satisfactory terms, if at all.

 

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

 

Our exposure to interest rate risk arises principally from the variable rates associated with our Revolving Credit Facility. On March 31, 2003, we had borrowings of $10.0 million under our senior credit facility that were subject to variable rates. As of March 31, 2003, an adverse change of 1.0% in the interest rate on our Revolving Credit Facility would have caused us to incur an increase in interest expense of approximately $0.1 million on an annual basis

 

Item 4.    Controls and Procedures

 

The Company’s Chief Executive Officer and Chief Financial Officer, based on their evaluation of the Company’s disclosure controls and procedures within the past 90 days, have concluded that such disclosure controls and procedures were effective to ensure that material information relating to the Company and required to be disclosed by the Company has been made known to them and has been recorded, processed, summarized and reported timely.  There have not been any significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of evaluation.

 

13



 

RADIO UNICA CORP.

 

PART II - OTHER INFORMATION

 

Item 6.    Exhibits and Reports on Form 8-K.

 

(a) Exhibits required by Item 601 of Regulation S-K.

 

Exhibit
No.

 

Description

99.1

 

Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002. Filed herewith.

 

 

 

99.2

 

Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002. Filed herewith.

 

(b) Reports on Form 8-K

 

None

 

SIGNATURES

 

Pursuant to the requirements 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.

 

 

 

Radio Unica Corp.

 

 

 

/s/ Steven E. Dawson

By:

 

 

 

Steven E. Dawson

 

Chief Financial Officer

 

 

 

 

Date:

May 14, 2003

 

 

14



 

Certification pursuant to

Rule 13a-14 of the Securities Exchange Act of 1934,

as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Joaquin F. Blaya, Chief Executive Officer of Radio Unica Corp. (the “Company”), certify that:

 

1.     I have reviewed this quarterly report on Form 10-Q of the Company;

 

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;

 

4.     The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:

 

(a)          designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

(b)         evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

(c)          presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.     The Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):

 

(a)          all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls; and

 

(b)         any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and

 

6.     The Company’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: May 14, 2003

 

 

 

 

/s/ Joaquin F. Blaya

 

 

Joaquin F. Blaya

 

Chief Executive Officer

 

15



 

Certification pursuant to

Rule 13a-14 of the Securities Exchange Act of 1934,

as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Steven E. Dawson, Chief Financial Officer of Radio Unica Corp. (the “Company”), certify that:

 

1.      I have reviewed this quarterly report on Form 10-Q of the Company;

 

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;

 

4.     The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:

 

(a)   designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

(b)         evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

(c)          presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.     The Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):

 

(a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls; and

 

(b)         any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and

 

6.     The Company’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: May 14, 2003

 

 

 

 

/s/ Steven E. Dawson

 

 

Steven E. Dawson

 

Chief Financial Officer

 

16