<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-K/A
(Amendment No. 1)
---------------------
<TABLE>
<C> <S>
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
</TABLE>
COMMISSION FILE NUMBER 1-12187
---------------------
(COX RADIO INC. LOGO)
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 58-1620022
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
1400 LAKE HEARN DRIVE, ATLANTA, GEORGIA 30319
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (404) 843-5000
---------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Class A Common Stock, par value $1.00 per share
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 amendments to
this Form 10-K. [X]
As of February 29, 2000, the aggregate market value of the Class A common
stock held by non-affiliates of the registrant was $738,079,040 based on the
closing price on the New York Stock Exchange on such date.
There were 9,342,074 shares of Class A common stock outstanding as of
February 29, 2000.
There were 19,577,672 shares of Class B common stock outstanding as of
February 29, 2000.
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<PAGE> 2
EXPLANATORY NOTE
This amended report is being filed to include disclosure regarding a class
action lawsuit filed on March 6, 2000. The lawsuit is described under Item 3,
Legal Proceedings, and in Note 15 to the consolidated financial statements of
Cox Radio included under Item 8, Consolidated Financial Statements and
Supplementary Data. Other than the disclosure regarding this recently filed
lawsuit, the disclosure in Cox Radio's Form 10-K, including the remainder of
the consolidated financial statements, remains unchanged.
<PAGE> 3
ITEM 3. LEGAL PROCEEDINGS
On March 6, 2000, Cox Radio was named as defendant in a putative class
action suit filed in the state court in Gwinnett County, Georgia, alleging
violations of the federal Telephone Consumer Protection Act and related Georgia
telemarketing laws. The complaint seeks statutory damages in the amount of
$1,500, plus actual and punitive damages and attorneys' fees, on behalf of each
person "throughout the State of Georgia" who received an unsolicited
pre-recorded telephone message delivering an "advertisement" from a Cox Radio
radio station. Cox Radio is in the process of preparing its response to the
complaint, and intends to defend this action vigorously. At present, we are
unable to assess the materiality of this action or predict its outcome.
Cox Radio is a party to various other legal proceedings which are ordinary
and incidental to its business. Management does not expect that any of these
other legal proceedings currently pending will have a material adverse impact on
Cox Radio's consolidated financial position, results of operations or cash
flows.
<PAGE> 4
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders of
Cox Radio, Inc.
We have audited the accompanying consolidated balance sheets of Cox Radio,
Inc. as of December 31, 1999 and 1998, and the related consolidated statements
of income, shareholders' equity and cash flows for each of the three years in
the period ended December 31, 1999. Our audits also included the financial
statement schedule of Cox Radio, listed in the Index at Item 14. These financial
statements and financial statement schedule are the responsibility of Cox
Radio's management. Our responsibility is to express an opinion on the financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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, such consolidated financial statements present fairly, in
all material respects, the financial position of Cox Radio at December 31, 1999
and 1998, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1999, in conformity with generally
accepted accounting principles. Also in our opinion, such 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.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
February 7, 2000
(March 6, 2000 as to Note 15
and March 14, 2000 as to Note 16)
<PAGE> 5
COX RADIO, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1999 1998
-------- --------
(AMOUNTS IN
THOUSANDS,
EXCEPT SHARE DATA)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................... $ 14,704 $ 6,479
Accounts and notes receivable, less allowance for doubtful
accounts of $2,966 and $2,862, respectively............... 74,775 58,190
Prepaid expenses and other current assets................... 4,387 3,430
-------- --------
Total current assets.............................. 93,866 68,099
Plant and equipment, net.................................... 56,582 51,886
Intangible assets, net...................................... 829,307 590,686
Amounts due from Cox Enterprises, Inc....................... -- 30,292
Station investment notes receivable......................... 850 7,250
Other assets................................................ 6,016 4,899
-------- --------
Total assets...................................... $986,621 $753,112
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses....................... $ 28,115 $ 19,245
Accrued salaries and wages.................................. 4,464 4,570
Accrued interest............................................ 2,476 1,633
Income taxes payable........................................ 5,462 2,686
Other current liabilities................................... 1,572 1,018
-------- --------
Total current liabilities......................... 42,089 29,152
Notes payable............................................... 420,105 300,235
Deferred income taxes....................................... 128,623 110,693
Amounts due to Cox Enterprises, Inc......................... 17,138 --
-------- --------
Total liabilities................................. 607,955 440,080
-------- --------
Commitments and contingencies (Note 15)
SHAREHOLDERS' EQUITY:
Preferred stock, $1.00 par value: 5,000,000 shares,
authorized, none outstanding.............................. -- --
Class A common stock, $1.00 par value; 70,000,000 shares
authorized; 9,338,661 and 8,971,955 shares outstanding at
December 31, 1999 and 1998, respectively.................. 9,339 8,972
Class B common stock, $1.00 par value; 45,000,000 shares
authorized; 19,577,672 shares outstanding at December 31,
1999 and 1998............................................. 19,578 19,578
Additional paid-in capital.................................. 264,865 253,207
Retained earnings........................................... 86,535 31,275
-------- --------
380,317 313,032
Less: Class A common stock held in treasury (39,952 shares
at cost).................................................. (1,651) --
-------- --------
Total shareholders' equity........................ 378,666 313,032
-------- --------
Total liabilities and shareholders' equity........ $986,621 $753,112
======== ========
</TABLE>
See notes to consolidated financial statements.
<PAGE> 6
COX RADIO, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1999 1998 1997
-------- -------- --------
(AMOUNTS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
NET REVENUES:
Local....................................................... $219,691 $191,568 $146,326
National.................................................... 72,408 65,469 50,457
Other....................................................... 8,395 4,176 2,789
-------- -------- --------
Total net revenues................................ 300,494 261,213 199,572
COSTS AND EXPENSES:
Operating................................................... 68,923 62,180 50,220
Selling, general and administrative......................... 114,996 104,786 79,544
Corporate general and administrative........................ 10,038 8,462 6,885
Depreciation and amortization............................... 29,112 23,401 17,456
Gain on sales of radio stations............................. (40,509) -- (49,129)
-------- -------- --------
OPERATING INCOME............................................ 117,934 62,384 94,596
OTHER INCOME (EXPENSE):
Interest income............................................. 466 719 1,669
Interest expense............................................ (23,226) (17,641) (11,033)
Other -- net................................................ (348) (408) (701)
-------- -------- --------
INCOME BEFORE INCOME TAXES.................................. 94,826 45,054 84,531
Income taxes................................................ 39,566 22,014 34,807
-------- -------- --------
NET INCOME.................................................. $ 55,260 $ 23,040 $ 49,724
Net income per common share -- basic........................ $ 1.92 $ .81 $ 1.75
======== ======== ========
Net income per common share -- diluted...................... $ 1.91 $ .80 $ 1.75
======== ======== ========
Weighted average basic common shares outstanding............ 28,709 28,461 28,344
Weighted average diluted common shares outstanding.......... 28,879 28,852 28,494
</TABLE>
See notes to consolidated financial statements.
<PAGE> 7
COX RADIO, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK ADDITIONAL (DEFICIT IN) TREASURY STOCK
--------------- ---------------- PAID-IN RETAINED ----------------
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS SHARES AMOUNT TOTAL
------ ------ ------ ------- ---------- ------------ ------ ------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1996....... 8,737 $8,737 19,578 $19,578 $248,972 $(41,489) -- $ -- $235,798
----- ------ ------ ------- -------- -------- -- ------- --------
Net income......................... -- -- -- -- -- 49,724 -- -- 49,724
Issuance of Class A common stock
related to incentive plans....... 94 94 -- -- 1,665 -- -- -- 1,759
----- ------ ------ ------- -------- -------- -- ------- --------
BALANCE AT DECEMBER 31, 1997....... 8,831 8,831 19,578 19,578 250,637 8,235 -- -- 287,281
----- ------ ------ ------- -------- -------- -- ------- --------
Net income......................... -- -- -- -- -- 23,040 -- -- 23,040
Issuance of Class A common stock
related to incentive plans....... 141 141 -- -- 2,570 -- -- -- 2,711
----- ------ ------ ------- -------- -------- -- ------- --------
BALANCE AT DECEMBER 31, 1998....... 8,972 8,972 19,578 19,578 253,207 31,275 -- -- 313,032
----- ------ ------ ------- -------- -------- -- ------- --------
Net income......................... -- -- -- -- -- 55,260 -- -- 55,260
Repurchase of Class A common
stock............................ -- -- -- -- -- -- 40 (1,651) (1,651)
Issuance of Class A common stock
related to incentive plans....... 367 367 -- -- 11,658 -- -- -- 12,025
----- ------ ------ ------- -------- -------- -- ------- --------
BALANCE AT DECEMBER 31, 1999....... 9,339 $9,339 19,578 $19,578 $264,865 $ 86,535 40 $(1,651) $378,666
===== ====== ====== ======= ======== ======== == ======= ========
</TABLE>
See notes to consolidated financial statements.
<PAGE> 8
COX RADIO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1999 1998 1997
--------- --------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 55,260 $ 23,040 $ 49,724
Items not requiring cash:
Depreciation........................................... 7,175 5,841 4,286
Amortization........................................... 21,937 17,560 13,170
Deferred income taxes.................................. 18,446 5,789 25,187
Gain on sales of radio stations........................ (40,509) -- (49,129)
Increase in accounts receivable........................... (16,585) (7,510) (6,436)
(Increase) decrease in prepaid expenses and other current
assets................................................. (1,216) 365 1,789
Increase in accounts payable and accrued expenses......... 4,755 1,599 3,310
(Decrease) increase in accrued salaries and wages......... (106) 924 1,930
Increase in accrued interest.............................. 843 261 --
Increase (decrease) in taxes payable...................... 6,367 (801) 271
Decrease in Unit Appreciation Plan liability.............. -- -- (646)
Other, net................................................ (293) 171 (1,273)
--------- --------- ---------
Net cash provided by operating activities......... 56,074 47,239 42,183
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures...................................... (6,749) (6,898) (10,820)
Acquisitions, net of cash acquired........................ (232,278) (92,633) (317,268)
Decrease (increase) of station investment notes
receivable............................................. 6,400 10,970 (18,220)
(Increase) decrease in other long-term assets............. (1,086) 659 (5,208)
Net proceeds from sale of radio stations.................. 7,721 -- 19,647
Decrease (increase) in amounts due from/to Cox
Enterprises............................................ 46,895 (27,179) 46,554
--------- --------- ---------
Net cash used in investing activities............. (179,097) (115,081) (285,315)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) of long-term debt............. 119,870 (135,000) 235,000
Net proceeds from public debt offering.................... -- 199,668 --
Proceeds from issuance of common stock related to
incentive plans........................................ 8,434 2,711 1,759
Repurchase of Class A common stock........................ (1,651) -- --
Increase in book overdrafts............................... 4,595 897 1,256
Other, net................................................ -- (173) 740
--------- --------- ---------
Net cash provided by financing activities......... 131,248 68,103 238,755
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ 8,225 261 (4,377)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR.............. 6,479 6,218 10,595
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR.................... $ 14,704 $ 6,479 $ 6,218
========= ========= =========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES:
Value of businesses exchanged........................ $ 55,000 -- $ 65,000
</TABLE>
See notes to consolidated financial statements.
<PAGE> 9
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF PRESENTATION
Cox Radio is a leading national radio broadcasting company whose business,
which constitutes one reportable segment, is devoted to acquiring, developing
and operating radio stations located throughout the United States. Cox
Enterprises indirectly owns approximately 68% of the common stock of Cox Radio
and has approximately 95% of the voting power of Cox Radio.
The consolidated financial statements of Cox Radio represent the operations
of the radio broadcasting stations owned or operated by Cox Radio. The
historical financial statements do not necessarily reflect the results of
operations or financial position that would have existed had Cox Radio been an
independent company. All significant intercompany accounts have been eliminated
in the consolidated financial statements of Cox Radio.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash Equivalents
Cox Radio considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents. The carrying value of
these investments approximates fair value.
Revenue Recognition
Revenue is recognized as advertising air time is broadcast and is net of
advertising agency commissions.
Corporate General and Administrative Expenses
Corporate general and administrative expenses consist of corporate overhead
costs not specifically allocable to any of Cox Radio's individual stations.
Plant and Equipment
Plant and equipment is stated at cost less accumulated depreciation.
Depreciation is computed principally using the straight-line method at rates
based upon estimated useful lives of 5 to 40 years for buildings and building
improvements and 5 to 20 years for broadcast equipment.
Expenditures for maintenance and repairs are charged to operating expense
as incurred. At the time of retirements, sales or other dispositions of
property, the original cost and related accumulated depreciation are written
off.
Intangible Assets
Intangible assets consist primarily of goodwill and Federal Communications
Commission broadcast licenses and non-compete agreements. Goodwill and Federal
Communications Commission broadcast licenses recorded in business combinations
generally are amortized on a straight-line basis over 30 to 40 years.
Non-compete agreements are amortized on a straight-line basis over the
contractual lives of the agreements, generally 3 to 5 years. Cox Radio assesses
on an on-going basis the recoverability of intangible assets based on estimates
of future undiscounted cash flows for the applicable business acquired compared
to net book value. If the future undiscounted cash flow estimate is less than
net book value, net book value is then reduced to the estimated fair value. Cox
Radio also evaluates the amortization periods of intangible assets to determine
whether events or circumstances warrant revised estimates of useful lives.
<PAGE> 10
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Impairment of Long-Lived Assets
Long-lived assets and certain intangibles are required to be reviewed for
impairment when events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable, with any impairment losses being
reported in the period in which the recognition criteria are first applied based
on the fair value of the asset. Long-lived assets and certain intangibles to be
disposed of are required to be reported at the lower of carrying amount or fair
value less cost to sell.
Income Taxes
Deferred income taxes are provided based on the liability method of
accounting pursuant to Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." The liability method measures the expected tax
impact of future taxable income or deductions resulting from differences in the
tax and financial reporting bases of assets and liabilities reflected in the
consolidated balance sheets and the expected tax impact of carryforwards for tax
purposes.
Pension, Postretirement and Postemployment Benefits
Cox Enterprises generally provides defined pension benefits to eligible
employees based on years of service and compensation during those years. Cox
Enterprises also provides certain health care and life insurance benefits to
eligible retirees and employees. For certain employees and retirees of Cox Radio
eligible for such coverages, these benefits are provided through the Cox
Enterprises plans. Expenses related to these plans are allocated to Cox Radio
through the intercompany account. The amount of the allocations is generally
based on actuarial determinations of the effects of Cox Radio employees'
participation in the plans.
Incentive Compensation Plans
Cox Radio accounts for stock compensation in accordance with the
requirements of Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and related Interpretations. Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation",
requires disclosure of the pro forma effects on net income and earnings per
share had the fair value recognition provisions of Statement of Financial
Accounting Standards No. 123 been adopted.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Concentration of Risk
A significant portion of Cox Radio's business historically has been
conducted in the areas of Atlanta, Los Angeles, and Orlando. Revenues earned
from radio stations located in Atlanta, Los Angeles, and Orlando represented
24%, 16%, and 10%, respectively, of total revenues for the year ended December
31, 1999, 22%, 22%, and 10%, respectively, of total revenues for the year ended
December 31, 1998, and 26%, 29%, and 10%, respectively, of total revenues for
the year ended December 31, 1997. Cox Radio's concentration of risk in each of
the aforementioned markets has been and is expected to continue to be reduced as
a result of the disposition of radio stations serving the Los Angeles market, as
well as other transactions (see Note 4).
<PAGE> 11
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Recent Accounting Pronouncements
In June 1999, Statement of Financial Accounting Standards No. 137,
"Accounting for Derivative Instruments and Hedging Activities -- Deferral of the
Effective Date of FASB Statement No. 133 -- an amendment of FASB Statement 133,"
was issued. FASB No. 137 changed the effective date of the Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities," from all fiscal quarters of fiscal years beginning
after June 15, 1999 to all fiscal quarters of fiscal years beginning after June
15, 2000. FASB No. 133 establishes accounting and reporting standards for
derivative instruments, and requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position at
determined fair values. The accounting for changes in the fair value of a
derivative depends on the intended use of the derivative and the resulting
designation. The effect on the financial statements upon adoption of FASB No.
133 currently has not been determined.
Reclassifications
Certain prior year amounts have been reclassified for comparative purposes.
3. EARNINGS PER COMMON SHARE AND CAPITAL STRUCTURE
<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
(AMOUNTS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
NET INCOME.................................................. $55,260 $23,040 $49,724
======= ======= =======
BASIC EARNINGS PER SHARE
Weighted-average common shares outstanding.................. 28,709 28,461 28,344
======= ======= =======
Basic income per common share............................... $ 1.92 $ 0.81 $ 1.75
======= ======= =======
DILUTED EARNINGS PER SHARE
Weighted-average common shares outstanding.................. 28,709 28,461 28,344
Shares issuable on exercise of dilutive options........... 560 595 505
Shares assumed to be purchased with proceeds of options... (410) (366) (446)
Shares issuable pursuant to Employee Stock Purchase
Plan................................................... 78 183 186
Shares assumed to be purchased with proceeds from Employee
Stock Purchase Plan.................................... (58) (21) (95)
------- ------- -------
Shares applicable to diluted earnings per share............. 28,879 28,852 28,494
======= ======= =======
Diluted income per common share............................. $ 1.91 $ 0.80 $ 1.75
======= ======= =======
</TABLE>
4. ACQUISITIONS AND DISPOSITIONS OF BUSINESSES
During the past several years, Cox Radio has actively managed its portfolio
of radio stations through selected acquisitions, dispositions and exchanges, as
well as through the use of local marketing agreements, or LMAs, and joint sales
agreements, or JSAs. Under an LMA or a JSA, the company operating a station
provides programming or sales and marketing or a combination of such services.
The broadcast revenues and operating expenses of stations operated by Cox Radio
under LMAs and JSAs have been included in Cox Radio's operations since the
respective dates of such agreements.
All consummated and pending acquisitions discussed below have been or will
be accounted for using the purchase method. As such, the results of operations
of the acquired stations have been or will be included in the results of
operations from the date of acquisition. Specific transactions entered into by
Cox Radio during the past three years are discussed below.
<PAGE> 12
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In March 1997, Cox Radio exchanged WCKG-FM and WYSY-FM in Chicago, Illinois
for WHOO-AM, WHTQ-FM and WMMO-FM in Orlando, Florida. This transaction resulted
in a pre-tax gain of approximately $49 million. In addition to receiving the
three Orlando stations, Cox Radio also received cash proceeds of approximately
$20 million. Prior to the NewCity Communications acquisition, the Orlando
stations were operated by NewCity Communications since July 1996 under an LMA.
In March 1997, Cox Radio acquired WSUN-AM (formerly WFNS-AM) serving the
Tampa-St. Petersburg, Florida market for an aggregate consideration of $1.5
million. Cox Radio had been operating this station pursuant to an LMA or a JSA
since June 1995.
In April 1997, Cox Radio completed its acquisition of the license and
certain assets of KRTO-FM in Los Angeles for $19 million in cash.
In April 1997, Cox Radio acquired all of the issued and outstanding capital
stock of NewCity Communications, through the merger of its wholly owned
subsidiary, New Cox Radio II, Inc., with and into NewCity Communications, with
NewCity Communications surviving as a wholly owned subsidiary of Cox Radio. Cox
Radio purchased the stock of NewCity Communications for an aggregate
consideration of approximately $253 million, including approximately $87 million
in assumption of NewCity Communications' indebtedness and approximately $3
million in working capital adjustments. To consummate the NewCity Communications
acquisition, Cox Radio utilized approximately $56 million of amounts due from
Cox Enterprises and borrowed approximately $110 million pursuant to Cox Radio's
$300 million, five-year, senior, unsecured revolving credit facility with
certain banks, including Texas Commerce Bank National Association, as
Administrative Agent. On April 2, 1997, NewCity Communications was merged with
and into Cox Radio, with Cox Radio as the surviving corporation. NewCity
Communications' subsidiaries were subsequently consolidated into Cox Radio. In
October 1997, Cox Radio disposed of the assets of American Comedy Network, a
former subsidiary of NewCity Communications, for aggregate proceeds of
approximately $1.1 million including certain non-compete agreements.
The NewCity Communications acquisition was recorded effective April 1, 1997
using the purchase method of accounting, whereby the allocable share of the
NewCity Communications purchase price was allocated to the assets acquired and
liabilities assumed based on their fair values at the date of acquisition as
follows (in thousands):
<TABLE>
<S> <C>
Net working capital......................................... $ 8,342
Plant and equipment......................................... 9,310
Goodwill/Federal Communications Commission broadcast
licenses.................................................. 316,634
Deferred taxes.............................................. (67,268)
--------
Total cost of acquisition including assumed
liabilities..................................... $267,018
========
</TABLE>
In May 1997, Cox Radio agreed to acquire WENN-FM and WAGG-AM, later renamed
WRJS-AM, in Birmingham, Alabama, for consideration of $15 million. In July 1997,
Cox Radio assigned its right to purchase WENN-FM for consideration of $14.5
million to a third party. Cox Radio consummated both the acquisition of WAGG-AM
and the disposition of its interest in WENN-FM during November 1997.
In September 1997, Cox Radio acquired KISS-FM, KSMG-FM and KLUP-AM in San
Antonio, Texas for an aggregate consideration of $30.4 million plus certain
non-compete agreements.
In January 1998, Cox Radio entered into an agreement to assign to an
unrelated third party its option to purchase KRIO-FM serving the San Antonio,
Texas market for an aggregate consideration of $0.3 million. This disposition
was consummated in May 1998.
<PAGE> 13
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In May 1998, Cox Radio acquired the assets of radio stations WBLI-FM,
WBAB-FM, WHFM-FM and WGBB-AM, serving the Nassau-Suffolk (Long Island), New York
market, for consideration of $48 million.
In October 1998, Cox Radio consummated the acquisition of radio stations
WCLR-FM, WZLR-FM and WPTW-AM serving the Dayton, Ohio market for consideration
of approximately $6.3 million. Cox Radio had been operating these stations
pursuant to an LMA since December 1997.
In November 1998, Cox Radio consummated the acquisition of radio stations
WBHJ-FM and WBHK-FM in Birmingham, Alabama for an aggregate consideration of $17
million. Cox Radio had been operating these stations pursuant to an LMA since
August 1997.
In January 1999, Cox Radio acquired the assets of radio station WSUN-FM
(formerly WLVU-FM) serving the Tampa-St. Petersburg, Florida market in exchange
for the assets of WSUN-AM in Tampa-St. Petersburg, Florida and approximately $17
million. Prior to the acquisition, Cox Radio had been operating WSUN-FM pursuant
to an LMA since September 1998.
In May 1999, Cox Radio acquired radio stations WVEZ-FM and WSFR-FM and an
option to purchase WMHX-FM serving the Louisville, Kentucky market and radio
stations WFJO-FM, WHPT-FM and WDUV-FM (formerly WTBT-FM) serving the Tampa-St.
Petersburg, Florida market in exchange for Cox Radio's radio stations WYYY-FM,
WBBS-FM, WWHT-FM, WHEN-AM and WSYR-AM serving the Syracuse, New York market,
plus additional cash consideration of approximately $94 million, resulting in a
pre-tax gain of approximately $39.2 million. In connection with obtaining
regulatory approvals for this transaction, Cox Radio agreed to divest ownership
of WRVI-FM and WLSY-FM serving the Louisville, Kentucky market. In May 1999,
such stations were transferred to a trust for the benefit of Cox Radio pending
sale to a third party.
In June 1999, Cox Radio disposed of the assets of WPTW-AM in Dayton, Ohio
for consideration of $0.1 million.
In August 1999, Cox Radio consummated its acquisition of WRLR-FM (formerly
WEDA-FM) in Homewood, Alabama serving the Birmingham, Alabama market for a
purchase price of approximately $5.5 million and the assumption of debt of
approximately $0.2 million. Prior to the acquisition, Cox Radio had been
operating this station under an LMA since November 1998.
In August 1999, Cox Radio acquired WPYO-FM (formerly WTLN-FM) serving the
Orlando, Florida market for consideration of $14.5 million. Cox Radio had been
operating the station pursuant to an LMA since January 1999. In a related
transaction, Cox Radio disposed of the assets of WTLN-AM, also serving the
Orlando, Florida market, for consideration of $0.5 million.
In August 1999, Cox Radio agreed to acquire WEDR-FM in Miami, Florida;
WFOX-FM in Atlanta, Georgia; WFYV-FM, WAPE-FM, WBWL-AM, WKQL-FM, WMXQ-FM and
WOKV-AM in Jacksonville, Florida; WEFX-FM, WNLK-AM, WKHL-FM and WSTC-AM in
Stamford/Norwalk, Connecticut; and WPLR-FM and local sales rights at WYBC-FM in
New Haven, Connecticut in exchange for KFI-AM and KOST-FM in Los Angeles,
California plus approximately $3 million. In October 1999, Cox Radio began
operating the stations to be acquired (other than WYBC-FM) pursuant to an LMA
and WYBC-FM pursuant to a JSA. Pending certain regulatory approvals, including
obtaining a temporary waiver of the FCC's newspaper-radio cross-ownership rule
for the acquisition of WFOX-FM in Atlanta, Cox Radio anticipates consummating
this transaction in the first half of 2000.
In September 1999, Cox Radio consummated the acquisition of WMHX-FM in
Louisville, Kentucky for consideration of approximately $2 million. Cox Radio
had been operating the station under a JSA or LMA since May 1999.
<PAGE> 14
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In September 1999, Cox Radio disposed of the assets of WGBB-AM serving the
Nassau-Suffolk (Long Island), New York market for consideration of $1.7 million.
In September 1999, Cox Radio and its trust disposed of WRVI-FM and WLSY-FM
serving the Louisville, Kentucky market for consideration of $5 million,
resulting in a pre-tax gain of approximately $1.6 million.
In September 1999, Cox Radio acquired WBTS-FM (formerly WNGC-FM) in Athens,
Georgia for consideration of approximately $78 million.
In November 1999, Cox Radio acquired KRTR-FM, KXME-FM, KGMZ-FM and KGMZ-AM
in Honolulu, Hawaii for consideration of approximately $16.4 million.
In January 2000, Cox Radio acquired the assets of KRTQ-FM (formerly
KTFX-FM) in Tulsa, Oklahoma for consideration of $3.5 million. Cox Radio had
been operating this station pursuant to an LMA since January 1999.
In January 2000, Cox Radio disposed of the assets of KACE-FM and KRTO-FM
serving the Los Angeles market for consideration of approximately $75 million.
In January 2000, Cox Radio entered into an agreement to acquire the assets
of KINE-FM, KCCN-FM and KCCN-AM in Honolulu, Hawaii for consideration of
approximately $17.8 million. Cox Radio also entered into an agreement to sell
KGMZ-FM serving the Honolulu, Hawaii market for approximately $6.6 million. In
conjunction with the sale of KGMZ-FM, Cox Radio anticipates entering into a JSA
whereby Cox Radio would manage the local, regional and national sales efforts
for KGMZ-FM. Pending certain regulatory approvals, Cox Radio anticipates
consummating these transactions in the first half of 2000.
The following unaudited pro forma summary of operations presents the
consolidated results of operations as if all consummated transactions and those
pending transactions discussed above had occurred at the beginning of the
periods presented and does not purport to be indicative of what would have
occurred had these transactions been made as of those dates or of results which
may occur in the future.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1999 1998
---------- ----------
(AMOUNTS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
Net revenues................................................ $312,926 $275,540
Corporate general and administrative expenses............... 10,038 8,462
Depreciation and amortization............................... 43,400 39,886
Operating income............................................ 59,600 45,734
-------- --------
Net income.................................................. $ 15,634 $ 6,800
======== ========
Basic pro forma earnings per common share................... $ .54 $ .24
======== ========
Diluted pro forma earnings per common share................. $ .54 $ .24
======== ========
Basic pro forma shares outstanding.......................... 28,709 28,461
======== ========
Diluted pro forma shares outstanding........................ 28,879 28,852
======== ========
</TABLE>
<PAGE> 15
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. INVESTMENTS
Station investment notes receivable. In connection with certain
transactions discussed in Note 4, Cox Radio has loaned funds at certain rates of
interest to entities which own radio stations that Cox Radio has agreed to
purchase or is operating under a JSA or LMA. As of December 31, 1999 and 1998,
station investment notes receivable totaled approximately $0.9 million and $7.3
million, respectively. The remaining receivable as of December 31, 1999 bore
interest at 7% and was collected in full in January 2000.
USA Digital Radio. On December 21, 1998 and March 1, 1999, Cox Radio
purchased shares of common stock of USA Digital Radio, Inc., a developer of
digital radio broadcasting technology, for a total purchase price of $2.5
million. Cox Radio accounts for this investment, included in other assets in the
accompanying balance sheets, under the cost method.
6. PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1999 1998
-------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
Land and land improvements.................................. $ 14,890 $ 15,307
Buildings and building improvements......................... 17,039 16,253
Broadcast equipment......................................... 63,947 57,261
Construction in progress.................................... 359 1,611
-------- --------
Plant and equipment, at cost................................ 96,235 90,432
Less accumulated depreciation............................... (39,653) (38,546)
-------- --------
Net plant and equipment........................... $ 56,582 $ 51,886
======== ========
</TABLE>
7. INTANGIBLE ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1999 1998
-------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
Goodwill and Federal Communications Commission broadcast
licenses.................................................. $876,079 $652,693
Non-compete agreements...................................... 5,645 6,145
Other....................................................... 13,568 12,314
-------- --------
Total............................................. 895,292 671,152
Less accumulated amortization............................... (65,985) (80,466)
-------- --------
Net intangible assets............................. $829,307 $590,686
======== ========
</TABLE>
<PAGE> 16
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
8. INCOME TAXES
Income tax expense is summarized as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1999 1998 1997
------- ------- -------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal................................................. $17,575 $11,586 $ 8,076
State................................................... 3,545 4,639 1,544
------- ------- -------
Total current................................... 21,120 16,225 9,620
------- ------- -------
Deferred:
Federal................................................. 14,286 3,017 20,703
State................................................... 4,160 2,772 4,484
------- ------- -------
Total deferred.................................. 18,446 5,789 25,187
------- ------- -------
Total income tax expense........................ $39,566 $22,014 $34,807
======= ======= =======
</TABLE>
The tax effects of significant temporary differences which comprise the net
deferred tax liabilities are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1999 1998
--------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
Current deferred tax assets:
Provision for doubtful accounts.......................... $ 1,301 $ 968
Employee benefits........................................ -- 868
--------- ---------
Total net current asset.......................... 1,301 1,836
--------- ---------
Noncurrent deferred tax assets (liabilities):
Plant and equipment...................................... (36,355) (21,586)
Intangibles.............................................. (93,600) (90,669)
Net operating loss carryforwards......................... 709 1,074
Other.................................................... 623 488
--------- ---------
Total net noncurrent liability................... (128,623) (110,693)
--------- ---------
Net deferred tax liability....................... $(127,322) $(108,857)
========= =========
</TABLE>
As of December 31, 1999, Cox Radio had net operating loss carryforwards in
various state jurisdictions in which it operates. These net operating loss
carryforwards expire through 2005. Cox Radio anticipates that these net
operating loss carryforwards will be realized within the allowable periods.
<PAGE> 17
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Income tax expense computed using the United States federal statutory rates
is reconciled to the reported income tax provisions as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1999 1998 1997
------- ------- -------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Federal statutory income tax rate....................... 35% 35% 35%
Computed tax expense at federal statutory rates on
income before income taxes............................ $33,189 $15,769 $29,586
State income taxes (net of federal tax benefit)......... 5,008 4,818 3,918
Non-deductible amortization of intangibles.............. 1,447 1,454 1,341
Benefit arising from low income housing credits......... (608) (942) (613)
Other, net.............................................. 530 915 575
------- ------- -------
Income tax provision.......................... $39,566 $22,014 $34,807
======= ======= =======
</TABLE>
The consolidated federal income tax returns of Cox Enterprises for 1986
through 1997 and the combined California franchise tax returns of Cox
Enterprises for 1987 through 1994 are currently under audit. The consolidated
federal income tax returns of Cox Radio for 1996 through 1997 are currently
under audit. Management believes that any additional liabilities arising from
current tax-related audits are sufficiently provided for at December 31, 1999.
9. LONG-TERM DEBT
On March 7, 1997, Cox Radio entered into a $300 million, five-year, senior,
unsecured revolving credit facility with certain guarantors and banks, including
Texas Commerce Bank National Association, as Administrative Agent, Nationsbank
of Texas, N.A., as Syndications Agent, and Citibank, N.A., as Documentation
Agent. The interest rate is based on the London Interbank Offered Rate plus a
spread determined by the ratio of debt to EBITDA. This facility includes a
commitment fee on the unused portion of the total amount available of .1% to
.25% based on the ratio of debt to EBITDA. Cox Radio borrowed approximately $110
million under this bank credit facility to consummate the NewCity Communications
acquisition.
In connection with this acquisition, Cox Radio assumed certain indebtedness
of NewCity Communications. NewCity Communications was the obligor of $75 million
principal amount of 11 3/8% Senior Subordinated Notes due 2003. On May 2, 1997,
following a tender offer and consent solicitation, Cox Radio paid an aggregate
amount of $82.1 million to holders of these notes in exchange for approximately
$74.6 million principal amount of the notes and consents to the elimination of
substantially all of the restrictive covenants applicable to the notes. On
December 24, 1998, Cox Radio called the remaining notes in the amount of $.4
million. Cox Radio obtained the funds necessary to make such payments from
borrowings under the bank credit facility.
At December 31, 1999 and 1998, Cox Radio had approximately $220 million and
$100 million, respectively, of outstanding indebtedness under the bank credit
facility and had approximately $80 million and $200 million, respectively,
available under the bank credit facility. The interest rate applied to amounts
due under the bank credit facility was 6.90% and 5.78% at December 31, 1999 and
1998, respectively. The bank credit facility contains, among other provisions,
defined requirements as to ratio of debt to EBITDA and ratio of EBITDA to
interest expense. At December 31, 1999 and 1998, Cox Radio was in compliance
with these covenants. Borrowings under the bank credit facility approximate fair
value based upon the current borrowing rates available to Cox Radio.
On May 26, 1998, Cox Radio issued and sold an aggregate of $200 million
principal amount of notes in an offering exempt from registration under Rule
144A of the Securities Act of 1933, as amended. The
<PAGE> 18
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
notes consist of $100 million principal amount of 6.25% notes due in full in
2003 and $100 million principal amount of 6.375% notes due in full in 2005.
Pursuant to the Registration Rights Agreement dated as of May 26, 1998 among Cox
Radio, its then wholly owned subsidiaries WSB, Inc. and WHIO, Inc. (each a
former guarantor of the notes), NationsBanc Montgomery Securities LLC, Chase
Securities, Inc., and J.P. Morgan Securities, Inc., on December 14, 1998, Cox
Radio consummated an exchange offer pursuant to which Cox Radio exchanged $200
million principal amount of the notes originally sold on May 26, 1998, for an
aggregate of $200 million principal amount of notes (the terms and form of which
are the same in all material respects as the original notes, except as to
restrictions on transfer) which have been registered under the Securities Act of
1933. As a result of the mergers of WSB, Inc. and WHIO, Inc. into Cox Radio,
WSB, Inc. and WHIO, Inc. are no longer guarantors of the notes. As a result of
the transfer of certain Federal Communications Commission licenses, permits and
authorizations held by Cox Radio to CXR Holdings, Inc., a wholly-owned
subsidiary of Cox Radio, CXR Holdings became a guarantor of the notes on
February 1, 1999 (see Note 14). At December 31, 1999 and 1998, the estimated
fair value of these notes was approximately $191.0 million and $208.6 million,
respectively, based on quoted market prices.
In September 1997, Cox Radio entered into interest rate swap agreements
with certain lenders providing bank financing under the bank credit facility.
Pursuant to the interest rate swap agreements, Cox Radio has exchanged its
floating rate interest obligations on an aggregate of $100 million in principal
amount at an average fixed rate of 6.23% per annum having an average maturity of
6.25 years. The fixing of interest rates for this period reduces Cox Radio's
exposure to the uncertainty of floating interest rates. The differential paid or
received on the interest rate swap agreements is recognized as an adjustment to
interest expense. The counterparties to these interest rate swap agreements are
a diverse group of major financial institutions. Cox Radio is exposed to credit
loss in the event of nonperformance by these counterparties. However, Cox Radio
does not anticipate nonperformance by these counterparties, and no material loss
would be expected from their nonperformance. The fair value of the interest rate
swap agreements was not recognized in the consolidated financial statements
since they are accounted for as hedges. The estimated fair value of the interest
rate swap agreements, based on current market rates, approximated a net
receivable of $1.9 million at December 31, 1999 and a net payable of $4.6
million at December 31, 1998.
10. RETIREMENT PLANS
Substantially all of Cox Radio's employees participate in the funded,
noncontributory defined benefit pension plan of Cox Enterprises and certain key
employees participate in an unfunded, non-qualified supplemental pension plan.
The plans call for benefits to be paid to eligible employees at retirement based
primarily upon years of service with Cox Radio and compensation rates during
those years. Pension expense allocated to Cox Radio by Cox Enterprises was $1.2
million, $0.9 million and $0.7 million for the years ended December 31, 1999,
1998 and 1997, respectively.
<PAGE> 19
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table sets forth certain information attributable to the Cox
Radio employees' participation in the Cox Enterprises pension plans:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
------------------ ------------------
FUNDED UNFUNDED FUNDED UNFUNDED
PLANS PLANS PLANS PLANS
------- -------- ------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C>
Actuarial present value of benefit obligations:
Vested benefits................................ $14,051 $2,402 $12,562 $1,668
Nonvested benefits............................. 1,451 303 1,215 226
------- ------ ------- ------
Accumulated benefit obligation................... $15,502 $2,705 $13,777 $1,894
======= ====== ======= ======
Projected benefit obligation..................... $19,268 $3,817 $16,438 $2,616
======= ====== ======= ======
</TABLE>
Assumptions used in the actuarial computations were:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------
1999 1998
---- ----
<S> <C> <C>
Discount rate............................................... 8.00% 6.75%
Rate of increase in compensation levels..................... 5.75% 4.50%
Expected long-term rate of return on assets................. 9.00% 9.00%
</TABLE>
Cox Enterprises may establish a defined benefit pension plan and segregate
plan assets for Cox Radio. The amount of the assets that would be segregated
would have an estimated fair value equal to the projected benefit obligation of
the Cox Enterprises defined benefit pension plan attributable to Cox Radio
employees as of December 31, 1999, or $19.3 million. The assets segregated would
be used to fund payments to retirees. Any non-qualified supplemental pension
plan payments due to Cox Radio employees will be made by Cox Enterprises.
Cox Enterprises provides certain health care and life insurance benefits to
substantially all retirees of Cox Enterprises and its subsidiaries.
Postretirement expense allocated to Cox Radio by Cox Enterprises was $0.1
million, $0.1 million and $0.2 million for the years ended December 31, 1999,
1998 and 1997, respectively. Cox Radio's actuarial present value of benefit
obligations at December 31, 1999 was $3.9 million.
The funded status of the portion of the postretirement plan covering the
employees of Cox Radio is not determinable. The actuarial present value of
benefit obligations for the postretirement plan of Cox Enterprises substantially
exceeded the fair value of assets held in the plan at December 31, 1999.
Actuarial assumptions used to determine the actuarial present value of
benefit obligations include a discount rate of 8.00% (6.75% in 1998) and an
expected long-term rate of return on plan assets of 9%. The assumed health care
cost trend rate for retirees is 9.5% (10.0% in 1998). For participants prior to
age 65, the trend rate gradually decreases to 5.5% by year 2007 and remains
level thereafter. For retirees at age 65 or older, this rate decreases to 5.0%
by year 2008. Increasing the assumed health care cost trend rate by one
percentage point would have resulted in an increase in the Cox Enterprises
plan's actuarial present value of benefit obligations of approximately 4.0% and
an increase in the aggregate of the service cost and interest cost components of
the net periodic postretirement benefit cost of approximately 2.8% for 1999.
In addition, substantially all of Cox Radio's employees are eligible to
participate in the savings and investment plan of Cox Enterprises. Under the
terms of the plan, Cox Radio matches a discretionary amount no greater than 50%
of employee contributions up to a maximum of 6% of the employee's eligible
<PAGE> 20
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
compensation. Cox Radio's expense under the plan was $1.2 million, $1.1 million
and $0.7 million for the years ended December 31, 1999, 1998 and 1997,
respectively.
Cox Radio employees whose savings and investment plan contributions are at
the Internal Revenue Service, or IRS, maximum or are restricted in order to pass
the nondiscrimination test required by the IRS, are eligible to participate in
Cox Enterprises' non-qualified savings restoration plan. Under the terms of this
plan, which began in 1995, Cox Radio matches a discretionary amount no greater
than 50% of employee contributions to both the savings and investment and
restoration plans up to a maximum percentage of the employee's eligible
compensation. Cox Radio's expense under the non-qualified savings restoration
plan was not material to the financial statements for any period presented.
11. STOCK-BASED COMPENSATION PLANS
During the three years in the period ending December 31, 1999, Cox Radio
maintained certain stock-based compensation plans. Cox Radio accounts for
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, and related Interpretations.
Compensation for the Cox Radio Long-Term Incentive Plan and the Employee Stock
Purchase Plan is measured as the excess, if any, of the quoted market price of
Cox Radio's stock at the date of the grant over the exercise price. Specific
information regarding each plan and required disclosure of pro forma effect on
Cox Radio's operations if Statement of Financial Accounting Standards No.123 had
been adopted is presented below.
Cox Radio Employee Stock Purchase Plans
During 1999, Cox Radio adopted an Employee Stock Purchase Plan, under which
Cox Radio was authorized to issue purchase rights totaling 250,000 shares of
Class A common stock to substantially all employees who were employed on
February 1, 1999 and who work at least 20 hours per week. Pursuant to this plan,
Cox Radio issued purchase rights totaling 76,431 shares of Class A common stock.
Under the terms of this plan, the purchase price ($48.15 per share) was 85% of
the average market value during the ten trading days ending on August 2, 1999.
Employees are allowed to purchase the shares via payroll deductions through
October 31, 2001, at which time the shares will be issued to the employees.
During 1999, no shares were issued to employees under the plan due to
cancellation of employees' participation in the plan or termination of
employment. The fair value of the employees' purchase rights granted in 1999 was
estimated using the Black-Scholes model with the following assumptions: expected
volatility of 34%, no payment of dividends, expected life of 2 years and
risk-free interest rate of 5.67%. The grant date fair value of each purchase
right granted in 1999 was $18.87.
During 1997, Cox Radio adopted an Employee Stock Purchase Plan, under which
Cox Radio was authorized to issue purchase rights totaling 350,000 shares of
Class A common stock to substantially all employees who were employed on
December 1, 1996 and who work at least 20 hours per week. Pursuant to this plan,
Cox Radio issued purchase rights totaling 186,118 shares of Class A common
stock. Under the terms of this plan, the purchase price ($17.37 per share) was
85% of the market value on May 1, 1997, and employees were allowed to purchase
the shares via payroll deductions through August 1, 1999. During 1999, 1998 and
1997, 5,789, 3,425 and 165 shares, respectively, were issued to employees under
the plan due to cancellation of employees' participation in the plan or
termination of employment. Upon conclusion of the 1997 plan on August 2, 1999,
152,112 shares of Class A common stock were issued to the remaining plan
participants. The fair value of the employees' purchase rights granted in 1997
was estimated using the Black-Scholes model with the following assumptions:
expected volatility of 32%, no payment of dividends, expected life of 2 years
and risk-free interest rate of 5.4%. The grant date fair value of each purchase
right granted in 1997 was $6.27.
<PAGE> 21
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Cox Radio Long-Term Incentive Plan
Pursuant to the Long-Term Incentive Plan, executive officers and certain
employees of Cox Radio who have been selected as participants are eligible to
receive awards of various forms of equity-based incentive compensation,
including stock options, stock appreciation rights, stock bonuses, restricted
stock awards, performance units and phantom stock and awards consisting of
combinations of such incentives. Cox Radio has reserved 2,400,000 shares of
Class A common stock for issuance under this plan.
Subject to the maximum shares reserved under the Long-Term Incentive Plan,
no individual may receive a stock option covering more than 300,000 shares of
Class A common stock in any year nor be granted more than 100,000 shares of
Class A common stock, in any combination of performance awards, restricted stock
or other stock-based awards that are subject to performance criteria in any
year. The maximum payout for any individual for a performance award paid in cash
is 100% of his or her base salary as of the beginning of the year of the
performance award payment.
Upon the closing of Cox Radio's initial public offering, certain Cox
Enterprises Unit Appreciation Plan units awarded in 1994 that would have matured
in 1999, were converted into 111,973 restricted shares of Class A common stock
issued pursuant to the Long-Term Incentive Plan based on the calculated
appreciation of the units and the quoted market price at the date of conversion.
These restricted shares remained unvested until the end of the original
five-year Unit Appreciation Plan appreciation period. In January 1999, Cox Radio
reacquired 39,952 shares of previously restricted Class A common stock for cash
consideration of approximately $1.7 million used to pay employee withholding
taxes. Certain units awarded in 1996 were cancelled and converted to options to
acquire Class A common stock pursuant to the Long-Term Incentive Plan. Options
granted under this plan vest 60% after three years from the date of the grant,
80% after four years from the date of the grant and 100% after five years from
the date of the grant and expire ten years after the date of the grant. An
accelerated vesting schedule has been provided such that the options become
fully vested if the market value of the shares exceeds the exercise price by
140% for ten consecutive trading days. Vesting of the options granted during
1999, 1998 and 1997 was accelerated during 1999, 1998 and 1997 based upon this
schedule. Because the issue price of incentive stock options awarded during
1999, 1998 and 1997 equaled the then current market price of Cox Radio Class A
common stock, no compensation cost has been recognized for these options. The
fair value of the options granted during 1999, 1998 and 1997 is estimated on the
date of grant using the Black-Scholes option-pricing model with the following
assumptions: expected volatility of 34%, 45% and 32%, respectively, no dividend
yield, risk-free interest rate of 4.8%, 5.1% and 5.5%, respectively, and
expected life of three years after vesting. A summary of the status of Cox
Radio's stock options granted under the
<PAGE> 22
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Long-Term Incentive Plan as of December 31, 1999, 1998 and 1997 and changes
during the years ending on those dates is presented below:
<TABLE>
<CAPTION>
1999 1998 1997
-------------------------- -------------------------- ------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
--------- -------------- --------- -------------- ------- --------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at
beginning of year.. 593,110 $23.96 548,202 $19.29 511,673 $18.50
Granted.............. 203,156 41.75 187,178 40.16 135,607 22.27
Exercised............ (209,031) 27.25 (136,704) 19.25 (83,214) 18.62
Cancelled............ (27,007) 41.13 (5,566) 40.16 (15,864) 22.53
--------- --------- -------
Outstanding at end of
year............... 560,228 $30.19 593,110 $23.96 548,202 $19.29
========= ========= =======
Options exercisable
at year-end........ 560,228 $30.19 411,498 $19.31 488,524 $18.55
Weighted-average fair
value of options
granted during the
year............... $ 17.46 $ 21.34 $ 9.87
</TABLE>
The following table summarizes information about stock options outstanding
at December 31, 1999:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
WEIGHTED-AVERAGE
NUMBER OF OPTIONS REMAINING NUMBER OF OPTIONS
EXERCISE PRICES OUTSTANDING CONTRACTUAL LIFE EXERCISABLE
--------------- ----------------- ------------------- -----------------
<S> <C> <C> <C>
$17.31 19,332 7.00 19,332
$18.50 210,980 6.75 210,980
$20.75 22,168 7.25 22,168
$25.38 25,911 7.46 25,911
$40.16 129,935 8.00 129,935
$41.75 151,902 9.00 151,902
-------- -------
560,228 560,228
======== =======
</TABLE>
Had compensation cost for the Long-Term Incentive Plan and Employee Stock
Purchase Plan been determined based on the fair value at the grant dates for
awards in 1999, 1998 and 1997 consistent with the provisions of Statement of
Financial Accounting Standards No. 123, Cox Radio's net income and net income
per share would have been reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1999 1998 1997
------- ------- -------
(AMOUNTS IN THOUSANDS,
EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
Net income -- As reported................................. $55,260 $23,040 $49,724
======= ======= =======
Net income per share -- basic -- As reported.............. $ 1.92 $ .81 $ 1.75
======= ======= =======
Net income per share -- diluted -- As reported............ $ 1.91 $ .80 $ 1.75
======= ======= =======
Net income -- Pro Forma................................... $51,337 $21,807 $46,509
======= ======= =======
Basic net income per share -- Pro Forma................... $ 1.79 $ .77 $ 1.64
======= ======= =======
Diluted net income per share -- Pro Forma................. $ 1.78 $ .76 $ 1.63
======= ======= =======
</TABLE>
<PAGE> 23
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
12. TRANSACTIONS WITH AFFILIATED COMPANIES
Cox Radio borrows funds for working capital and other needs from Cox
Enterprises. Certain management services are provided to Cox Radio by Cox
Enterprises. Such services include legal, corporate secretarial, tax, treasury,
internal audit, risk management, benefits administration and other support
services and are included in corporate general and administrative expenses in
the Consolidated Statements of Operations. Cox Radio was allocated expenses for
the years ended December 31, 1999, 1998 and 1997 of approximately $2.7 million,
$2.5 million, and $2.2 million, respectively, related to these services. Cox
Radio pays rent and certain other occupancy costs to Cox Enterprises for office
facilities. Related rent and occupancy expense was approximately $0.1 million
for each of the years ended December 31, 1999, 1998 and 1997, respectively.
Corporate general and administrative expense allocations are based on a
specified percentage of expenses related to the services provided to Cox Radio
in relation to those provided to other subsidiaries. Rent and occupancy expense
is allocated based on occupied space. Management believes that these allocations
were made on a reasonable basis. However, the allocations are not necessarily
indicative of the level of expenses that might have been incurred had Cox Radio
contracted directly with third parties. Management has not made a study or any
attempt to obtain quotes from third parties to determine what the cost of
obtaining such services from third parties would have been. The fees and
expenses to be paid by Cox Radio to Cox Enterprises are subject to change.
The amounts due from (to) Cox Enterprises are generally due on demand and
represent the net of various transactions, including those described above. The
amounts due to Cox Enterprises totaled $17.1 million as of December 31, 1999 and
amounts due from Cox Enterprises totaled $30.3 million as of December 31, 1998.
Cox Radio is paid or pays interest on the daily intercompany balance based on
Cox Enterprises' commercial paper rate plus .40%. The rates used during 1999
ranged from 5.5% to 6.9%.
Included in the amounts due from (to) Cox Enterprises are the following
transactions:
<TABLE>
<CAPTION>
(AMOUNTS IN THOUSANDS)
----------------------
<S> <C>
Intercompany due from Cox Enterprises, December 31, 1996.... $ 49,667
Cash transferred to Cox Enterprises....................... 164,720
Acquisitions.............................................. (317,268)
Borrowings on revolver.................................... 235,000
Net operating expense allocations and reimbursements...... (129,006)
---------
Intercompany due from Cox Enterprises, December 31, 1997.... 3,113
---------
Cash transferred to Cox Enterprises....................... 244,274
Acquisitions.............................................. (92,633)
Repayments on revolver.................................... (135,000)
Net proceeds from public debt offering.................... 199,668
Net operating expense allocations and reimbursements...... (189,130)
---------
Intercompany due from Cox Enterprises, December 31, 1998.... 30,292
---------
Cash transferred to Cox Enterprises....................... 250,059
Acquisitions.............................................. (232,278)
Borrowings on revolver.................................... 119,870
Net operating expense allocations and reimbursements...... (185,081)
---------
Intercompany due to Cox Enterprises, December 31, 1999...... $ (17,138)
=========
</TABLE>
Cox Radio has estimated that the carrying value of its intercompany
advances approximates fair value, given the short-term nature of these advances.
Cox Radio participates in Cox Enterprises' cash management system, whereby
the bank sends daily notification of Cox Radio's checks presented for payment.
Cox Enterprises transfers funds from other
<PAGE> 24
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
sources to cover Cox Radio's checks presented for payment. Book overdrafts of
$8.5 million and $3.9 million existed at December 31, 1999 and 1998,
respectively, as a result of Cox Radio's checks outstanding. These book
overdrafts were reclassified as accounts payable in the accompanying balance
sheets.
Cox Radio entered into leases with Cox Broadcasting with respect to studio
and tower site properties in Atlanta and Dayton that are used for Cox Radio's
operations in those markets. These leases have one year terms and the annual
rental cost in the aggregate was less than $0.5 million for each of the three
years ended December 31, 1999, 1998 and 1997.
In addition, Cox Interactive Media, Inc., a wholly-owned subsidiary of Cox
Enterprises, has designed, developed and operated Internet sites and other
similar facilities for Cox Radio.
13. SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Additional cash flow information:
Cash paid for interest.................................... $22,383 $17,575 $ 9,886
Cash paid for income taxes................................ $14,758 $17,024 $11,142
</TABLE>
14. GUARANTOR FINANCIAL INFORMATION
CXR Holdings, Inc., a wholly-owned subsidiary of Cox Radio, is the
guarantor of Cox Radio's $200 million notes pursuant to a full and unconditional
guarantee. Separate financial statements and other disclosures concerning CXR
Holdings are not presented because CXR Holdings is comprised primarily of
non-operating assets, including Federal Communications Commission licenses,
permits and authorizations and cash royalties, and such separate financial
statements and other disclosures would not be meaningful to investors. The
following table sets forth condensed financial information of CXR Holdings as of
and for the year ended December 31, 1999. Comparative condensed financial
information as of and for the year ended December 31, 1998 is presented on a pro
forma basis as though CXR Holdings had been formed on January 1, 1998. CXR
Holdings was formed on September 11, 1998, and Cox Radio transferred certain of
its Federal Communications Commission licenses, permits and authorizations to
CXR Holdings as of January 1, 1999. CXR Holdings became the guarantor of the
notes on February 1, 1999. Pro forma adjustments consist solely of the
recognition of royalty income associated with royalty fees that would have been
charged to Cox Radio had CXR Holdings been formed and the corresponding assets
transferred on January 1, 1998.
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
1999 1998
(ACTUAL) (PRO FORMA)
-------- -----------
<S> <C> <C>
ASSETS:
Accounts receivable......................................... $ 15,066 $ 25,656
Intangible assets, net...................................... 391,832 176,404
Other assets................................................ 767 --
-------- --------
Total assets...................................... $407,665 $202,060
======== ========
Shareholder's equity........................................ $407,665 $202,060
======== ========
</TABLE>
<PAGE> 25
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
1999 1998
(ACTUAL) (PRO FORMA)
-------- -----------
<S> <C> <C>
Royalty income.............................................. $39,495 $25,656
Other income................................................ 564 --
Depreciation and amortization............................... (7,301) (3,701)
------- -------
Operating income............................................ $32,758 $21,955
======= =======
</TABLE>
15. COMMITMENTS AND CONTINGENCIES
Cox Radio leases land, office facilities, and various items of equipment
under non-cancelable operating leases. Rental expense under operating leases
amounted to $4.2 million in 1999, $4.0 million in 1998, and $3.0 million in
1997. Future minimum lease payments as of December 31, 1999 for all
non-cancelable operating leases are as follows (in thousands):
<TABLE>
<S> <C>
2000........................................................ $ 2,684
2001........................................................ 2,439
2002........................................................ 2,165
2003........................................................ 1,629
2004........................................................ 1,001
Thereafter.................................................. 3,517
-------
Total............................................. $13,435
=======
</TABLE>
Cox Radio has various contracts, primarily for sports programming and
on-air personalities, with future minimum payments for 2000, 2001, 2002, 2003,
2004 and thereafter of $13.8 million, $14.8 million, $14.3 million, $14.8
million, $15.6 million and $0.2 million, respectively.
On March 6, 2000, Cox Radio was named as defendant in a putative class
action suit filed in the state court of Gwinnett County, Georgia, alleging
violations of the federal Telephone Consumer Protection Act and related Georgia
telemarketing laws. The Complaint seeks statutory damages in the amount of
$1,500, plus actual and punitive damages and attorneys' fees, on behalf of each
person "throughout the State of Georgia" who received an unsolicited
pre-recorded telephone message delivering an "advertisement" from a Cox Radio
radio station. Cox Radio is in process of preparing its response to the
Complaint, and intends to defend this action vigorously. At present we are
unable to assess the materiality of this action or predict its outcome.
Cox Radio is a party to various other legal proceedings that are ordinary
and incidental to its business. Management does not expect that any of these
other legal proceedings currently pending will have a material adverse impact on
Cox Radio's consolidated financial position, consolidated results of operations
or cash flows.
16. SUBSEQUENT EVENTS
On February 7, 2000, Cox Radio announced that its Board of Directors
approved a three-for-one stock split which could be effected promptly following
Cox Radio's May 11, 2000 Annual Meeting of Stockholders. If approved, the stock
split would result in a decrease in par value of each share, including shares of
preferred stock (authorized with no shares presently outstanding), from $1.00 to
$0.33 per share. The shareholders will also vote on a proposal to amend Cox
Radio's Articles of Incorporation to increase authorized (a) Class A Common
Stock from 70,000,000 to 210,000,000 shares; (b) Class B Common Stock from
45,000,000 to 135,000,000 shares; and (c) preferred stock from 5,000,000 to
15,000,000. If approval is received, the stock split will be payable on May 19,
2000 to shareholders of record on May 12,
<PAGE> 26
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
2000, unless the Board determines that the stock split is no longer in the best
interests of Cox Radio and its shareholders. Because approval is pending until
May 11, 2000, financial information contained elsewhere in these financial
statements has not been adjusted to reflect the impact of the proposed stock
split.
Pro forma actual and weighted average shares outstanding and earnings per
common share amounts, after giving retroactive effect to the three-for-one stock
split, are presented below for all of the per share amounts disclosed in the
consolidated financial statements and the notes to the consolidated financial
statements:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1999 1998 1997
------- ------- -------
(AMOUNTS IN THOUSANDS,
EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
Shares outstanding
Class A Common Stock...................................... 28,016 26,916 26,494
Class B Common Stock...................................... 58,733 58,733 58,733
Per share data
Net income per share -- basic............................. $ 0.64 $ 0.27 $ 0.59
Net income per share -- diluted........................... $ 0.64 $ 0.27 $ 0.58
Weighted average shares outstanding -- basic.............. 86,127 85,383 85,032
Weighted average shares outstanding -- diluted............ 86,637 86,556 85,482
</TABLE>
On March 3, 2000, Cox Radio entered into an agreement to acquire the assets
of radio stations KKBQ-FM, KLDE-FM and KKTL-FM serving the Houston, Texas
market, and WKHK-FM, WMXB-FM, WKLR-FM and WTVR-AM serving the Richmond, Virginia
market, for consideration of approximately $380 million. Pending receipt of all
necessary legal and regulatory approvals, Cox Radio anticipates closing this
transaction during the second half of 2000.
On March 14, 2000, Cox Radio entered into an agreement to acquire the
outstanding capital stock of Marlin Broadcasting, Inc., which owns radio
stations WTMI-FM serving Miami, WCCC-FM and WCCC-AM serving Hartford,
Connecticut and WBOQ-FM serving Gloucester, Massachusetts, for approximately
$125 million. As part of this transaction, Cox Radio will sell the assets of
WCCC-FM, WCCC-AM and WBOQ-FM to certain principals of Marlin Broadcasting for
approximately $25 million. Pending receipt of all necessary legal and regulatory
approvals, Cox Radio anticipates closing these transactions during the second
quarter of 2000.
<PAGE> 27
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents incorporated by reference or filed with this Report.
(1) Audited Consolidated Balance Sheets as of December 31, 1999 and 1998
and Consolidated Statements of Operations, Shareholders' Equity and Cash Flows
for each of the three years in the period ended December 31, 1999.
(2) Schedule II - Valuation and qualifying accounts
(3) Exhibits required to be filed by Item 601 of Regulation S-K:
Listed below are the exhibits which are filed as part of this Report
(according to the number assigned to them in Item 601 of Regulation S-K):
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
2.1 -- Agreement and Plan of Merger, dated as of July 1, 1996, by
and among Cox Radio, Inc., New Cox Radio II, Inc., NewCity
Communications, Inc. and certain stockholders of NewCity
Communications, Inc.(1)(2)
2.2 -- Guaranty by Cox Broadcasting, Inc., dated as of July 1,
1996, in favor of NewCity Communications, Inc.(1)
3.1 -- Amended and Restated Certificate of Incorporation of Cox
Radio, Inc.(1)
3.2 -- Amended and Restated Bylaws of Cox Radio, Inc.(1)
4.1 -- Indenture dated as of May 26, 1998 between Cox Radio, Inc.,
The Bank of New York, WSB, Inc., and WHIO, Inc.(3)
4.2 -- Supplemental Indenture dated as of February 1, 1999 by and
among trustee, Cox Radio, Inc. and CXR Holdings, Inc.(4)
4.3 -- Registration Rights Agreement dated May 26, 1998 among Cox
Radio, Inc., WSB, Inc., WHIO, Inc., and Nationsbanc
Montgomery Securities, LLC, Chase Securities, Inc., and J.P.
Morgan Securities, Inc.(5)
4.4 -- Specimen of Class A Common Stock Certificate.(6)
10.1 -- Credit Agreement, dated as of March 7, 1997, by and among
Cox Radio, Inc., Texas Commerce Bank National Association,
Nationsbank of Texas, N.A. and Citibank, N.A., individually
and as agents, and the other banks signatory thereto.(2)(7)
10.2 -- New CEI Credit Facility.(1)
10.3 -- Cox Radio, Inc. Long-Term Incentive Plan.(1)
10.4 -- Cox Radio, Inc. 1997 Employee Stock Purchase Plan.(1)
10.5 -- Cox Radio, Inc. Restricted Stock Plan for Non-Employee
Directors.(1)
10.6 -- Tax Allocation and Indemnification Agreement, dated as of
September 30, 1996, by and between Cox Enterprises, Inc. and
Cox Radio, Inc.(1)
10.7 -- Cox Radio, Inc. 1999 Employee Stock Purchase Plan.*
21 -- Subsidiaries of the Registrant*
23.1 -- Consent of Deloitte & Touche LLP dated March 15, 2000*
23.2 -- Consent of Deloitte & Touche LLP dated March 20, 2000
24.1 -- Power of Attorney (included on page 48)
27.1 -- Financial Data Schedule (for SEC use only)*
</TABLE>
- ---------------
(1) Incorporated by reference to the corresponding exhibit of Cox Radio's
Registration Statement on Form S-1 (Commission File No. 333-08737).
(2) Schedules and Exhibits intentionally omitted.
<PAGE> 28
(3) Incorporated by reference to Exhibit 4.1 of Cox Radio's Registration
Statement on Form S-4 (Commission File No. 333-61179).
(4) Incorporated by reference to the corresponding exhibit of Cox Radio's Report
on Form 10-Q for the period ending March 31, 1999 (Commission File No.
1-12187).
(5) Incorporated by reference to Exhibit 4.2 of Cox Radio's Registration
Statement on Form S-4 (Commission File No. 333-61179).
(6) Incorporated by reference to Exhibit 4.3 of Cox Radio's Registration
Statement on Form S-1 (Commission File No. 333-08737).
(7) Incorporated by reference to Cox Radio's Annual Report on Form 10-K for the
period ending December 31, 1996 (Commission File No. 1-12187).
* Previously Filed
(b) No Reports on Form 8-K.
<PAGE> 29
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Cox Radio, Inc. has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
COX RADIO, INC.
By: /s/ MARITZA C. PICHON
------------------------------------
Maritza C. Pichon
Chief Executive Officer
Date: March 20, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Cox Radio,
Inc. and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman of the Board of March 20, 2000
- -------------------------------------------------------- Directors
Nicholas D. Trigony
* President and Chief Executive March 20, 2000
- -------------------------------------------------------- Officer; Director
Robert F. Neil (principal executive
officer)
* Chief Financial Officer March 20, 2000
- -------------------------------------------------------- (principal accounting
Maritza C. Pichon officer and principal
financial officer)
* Director March 20, 2000
- --------------------------------------------------------
James C. Kennedy
* Director March 20, 2000
- --------------------------------------------------------
David E. Easterly
* Director March 20, 2000
- --------------------------------------------------------
Ernest D. Fears, Jr.
</TABLE>
<PAGE> 30
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director March 20, 2000
- --------------------------------------------------------
Paul M. Hughes
* Director March 20, 2000
- --------------------------------------------------------
Marc W. Morgan
* Director March 20, 2000
- --------------------------------------------------------
Richard A. Ferguson
</TABLE>
POWER OF ATTORNEY
Maritza C. Pichon, by signing her name hereto, does sign this document on
behalf of the persons indicated above for whom she is attorney-in-fact pursuant
to a power of attorney duly executed by such person and filed with the
Securities and Exchange Commission.
By: /s/ MARITZA C. PICHON
-------------------------------
Maritza C. Pichon
Chief Financial Officer
<PAGE> 1
We consent to the incorporation by reference in Registration Statements (Nos.
333-13281 and 333-87193) on Form S-8 of Cox Radio, Inc. of our report dated
February 7, 2000, except as to Note 15 to the consolidated financial statements
which is dated March 6, 2000 and Note 16 to the consolidated financial
statements which is dated March 14, 2000 appearing in this Annual Report on Form
10-K/A of Cox Radio, Inc. for the year ended December 31, 1999.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
March 20, 2000
