<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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<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
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(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
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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.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1999 Annual Report to Stockholders and the Proxy Statement
for the 2000 Annual Meeting of Stockholders are incorporated by reference into
Part II and Part III.
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COX RADIO, INC.
1999 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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PART I
Item 1. Business.................................................... 1
Item 2. Properties.................................................. 22
Item 3. Legal Proceedings........................................... 23
Item 4. Submission of Matters to a Vote of Security Holders......... 23
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 24
Item 6. Selected Consolidated Financial Data........................ 24
Item 7. Management's Discussion and Analysis of Financial Conditions
and Results of Operations................................... 25
Item 7A. Quantitative and Qualitative Disclosure About Market Risk... 31
Item 8. Financial Statements and Supplementary Data................. 32
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 55
PART III
Item 10. Directors and Executive Officers............................ 55
Item 11. Executive Compensation...................................... 55
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 55
Item 13. Certain Relationships and Related Transactions.............. 55
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K......................................................... 55
Signatures.............................................................. 57
</TABLE>
i
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PART I
ITEM 1. BUSINESS
Cox Radio, Inc. is the fourth largest radio broadcasting company in the
United States, based on net revenues. Cox Radio, upon completion of all pending
transactions, will own or operate, or provide sales and marketing services for,
83 radio stations (63 FM and 20 AM) clustered in 17 markets.
Cox Radio is an indirect majority-owned subsidiary of Cox Enterprises, Inc.
Cox Enterprises indirectly owns approximately 68% of Cox Radio's common stock
and has approximately 95% of the voting power of Cox Radio. Cox Radio has two
classes of common stock outstanding, Class A common stock, par value $1.00 per
share, and Class B common stock, par value $1.00 per share. Cox Enterprises'
wholly-owned subsidiary, Cox Broadcasting, Inc., owns 100% of Cox Radio's
outstanding Class B common stock.
Cox Enterprises, a privately-held corporation headquartered in Atlanta,
Georgia, is one of the largest media companies in the United States, with
consolidated 1999 revenues of approximately $6.1 billion. Cox Radio operated as
part of Cox Enterprises prior to Cox Radio's initial public offering in
September 1996 when Cox Enterprises transferred all of its U.S. radio operations
to Cox Radio. Cox Radio, as part of Cox Enterprises, was a pioneer in radio
broadcasting, building its first station in 1934, acquiring its flagship
station, WSB-AM (Atlanta), in 1939 and launching its first FM station, WSB-FM
(Atlanta), in 1948.
Cox Radio seeks to maximize the revenues and broadcast cash flow of its
radio stations by operating and developing clusters of stations in
demographically attractive and rapidly growing markets, including Atlanta and
other Sunbelt markets such as Miami, Tampa, Orlando, Jacksonville, San Antonio
and Birmingham. During the past five years, the 17 markets in which Cox Radio's
stations operate have demonstrated, on an aggregate basis, radio advertising
revenue growth of 24.9%, which is greater than the compounded annual growth rate
for the U.S. radio industry as a whole of 11.4% and was calculated using revenue
projections obtained from the Radio Advertising Bureau.
Cox Radio's April 1997 acquisition of NewCity Communications, Inc. enhanced
the clustering of Cox Radio's radio stations by increasing the total number of
markets in which Cox Radio owns and/or operates stations to 12 and by
strengthening its penetration in those markets. The NewCity Communications
acquisition created a platform for additional strategic acquisitions that
further clustered radio stations in Cox Radio's markets. In 1998, Cox Radio
added an operating market when it acquired four radio stations in Long Island,
New York. In May 1999, Cox Radio swapped its stations serving the Syracuse, New
York market for additional stations serving the Tampa-St. Petersburg, Florida
and Louisville, Kentucky markets. In October 1999, Cox Radio entered into an
agreement to exchange two stations serving the Los Angeles market for additional
stations serving the southern Connecticut, Atlanta, and Miami markets, as well
as six radio stations in a new market, Jacksonville, Florida. In November 1999,
Cox Radio added another operating market when it acquired four radio stations in
Honolulu, Hawaii. In March 2000, Cox Radio added two new operating markets when
it entered into an agreement to acquire three radio stations in Houston, Texas,
and four radio stations in Richmond, Virginia. Pending the consummation of all
announced transactions, Cox Radio will own and/or operate stations in a total of
17 markets. Cox Radio operates three or more stations in 15 of its 17 markets.
As a result of Cox Radio's management, programming and sales efforts, its
radio stations are characterized by strong ratings and above average power
ratios (defined as revenue share in a particular market divided by audience
share in such market). Cox Radio's stations are diversified in terms of format,
target audience, geographic location and stage of development.
Cox Radio has a track record of acquiring, repositioning and improving the
operating performance of previously under-performing stations. Management
believes that a number of Cox Radio's stations have significant growth
opportunities or turnaround potential and, therefore, can be characterized as
start-up or developing stations. Generally, Cox Radio considers start-up or
developing stations to include those stations that have been recently acquired
and offer the greatest potential for growth. Currently, Cox Radio considers 48
of its stations to be start-up or developing stations. Cox Radio believes these
stations can
<PAGE> 4
achieve significant broadcast cash flow growth by employing its operating
strategy. Management believes that its mix of stations in different stages of
development enables Cox Radio to maximize its growth potential.
Cox Radio's senior operating management is comprised of five individuals
with an average of over 26 years of experience in the radio broadcasting
industry, including an average of over 9 years with Cox Radio. Cox Radio
believes that this experienced senior management team is well positioned to
manage larger radio station clusters, as well as new radio station clusters, and
take advantage of new opportunities arising in the U.S. radio broadcasting
industry.
During 1998, Cox Radio began syndicating radio broadcast programming,
including the stock market investment advice show The Motley Fool, consumer
advocate Clark Howard, and Neal Boortz's political and issue talk show. Cox
Radio also entered into an Advertising Sales and Affiliate Marketing Agreement
with Media America, Inc. Cox Radio is exploring offering other syndication
products in the future.
ACQUISITIONS AND DISPOSITIONS
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.
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.
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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.
In March 1998, Cox Radio acquired KONO-FM and KONO-AM in San Antonio, Texas
for consideration of $23 million.
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
3
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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.
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.
In March 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, Florida, 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.
In March 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 Richmond, Virginia, 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 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 under the cost method.
4
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The following table summarizes certain information relating to radio
stations owned or operated by Cox Radio, assuming the consummation of all
pending transactions:
<TABLE>
<CAPTION>
AUDIENCE DEMOGRAPHIC GROUP
SHARE IN RANK IN (ADULTS 25-54)
TARGET TARGET TARGET ------------------------
MARKET (1) AND STATION DEMOGRAPHIC DEMOGRAPHIC DEMOGRAPHIC AUDIENCE
CALL LETTERS FORMAT GROUP GROUP GROUP SHARE RANK
---------------------- ----------------------- ----------- ----------- ----------- ----------------- ----
<S> <C> <C> <C> <C> <C> <C>
ATLANTA
Adults
WSB-AM News/Talk 35-64 10.8 1 7.9 3
WSB-FM Adult Contemporary Women 25-54 8.4 3 6.5 5
Adults
WJZF-FM Jazz 25-54 2.8 14 2.8 14
Adults
WBTS-FM Contemporary Hit Radio 18-34 --(5) --(5) --(5) --(5)
Adults
WFOX-FM (2)(3) Oldies 35-54 5.6 8 4.0 10
Adults
WCNN-AM (2)(4) News/Talk 35-64 0.7 25 0.5 25
BIRMINGHAM
Adults
WZZK-FM Country 25-54 9.1 2 9.1 2
WRJS-AM (formerly Adults
WEZN-AM) Gospel 25-54 --(5) --(5) --(5) --(5)
Adults
WODL-FM Oldies 25-54 6.1 7 6.1 7
Adults
WBHJ-FM Contemporary Hit Urban 18-34 15.3 1 5.7 8
Adults
WBHK-FM Urban Adult 25-54 10.0 1 10.0 1
Contemporary
Adults
WAGG-AM Gospel 25-54 3.6 9 3.6 9
WRLR-FM(6)(formerly Adults
WEDA-FM) Active Rock 18-34 --(5) --(5) --(5) --(5)
DAYTON
Adults
WHIO-AM News/Talk 35-54 3.6 9 3.1 10
Adults
WHKO-FM Country 25-54 12.6 1 12.6 1
Adults
WCLR-FM Oldies 25-54 2.8(7) 11(7) 2.8(7) 11(7)
Adults
WZLR-FM Oldies 25-54 -- -- -- --
HONOLULU
Adults
KRTR-FM Adult Contemporary 25-54 8.8 3 8.8 3
Adults
KXME-FM Contemporary Hit Radio 18-34 10.3 3 4.0 10
Adults
KGMZ-FM (8) Oldies 35-64 7.6(9) 5(9) 5.8(9) 5(9)
Adults
KGMZ-AM Oldies 35-64 -- -- -- --
Adults
KINE-FM (3) Adult Contemporary 25-54 7.3 4 7.3 4
Adults
KCCN-FM (3) Contemporary Hit Radio 18-34 16.3 1 11.2 2
Adults
KCCN-AM (3) News/Talk/Sports 25-54 0.7 20 0.7 20
HOUSTON
Adults
KLDE-FM (3)(10) Oldies 25-54 4.5 8 4.5 8
Adults
KKTL-FM (3) Alternative 25-54 0.1 45 0.1 45
Adults
KKBQ-FM (3) Country 25-54 3.1 14 3.1 14
JACKSONVILLE
WAPE-FM (2)(3) Contemporary Hit Radio Women 18-34 19.4 1 9.6 2
WFYV-FM (2)(3) Adult Oriented Rock Men 25-54 15.1 1 10.4 1
Adults
WKQL-FM (2)(3) Oldies 35-54 8.6 3 6.8 6
WMXQ-FM (2)(3) Adult Contemporary Women 25-54 4.6 8 4.0 9
WBWL-AM (2)(3) Sports Talk Men 18-49 2.6 12 1.8 17
Adults
WOKV-AM (2)(3) News/Talk 35-64 5.3 8 3.6 10
LONG ISLAND
WBLI-FM Contemporary Hit Radio Women 25-54 7.3 2 5.1 4
WBAB-FM Adult Oriented Rock Men 25-54 6.6(11) 3(11) 5.3(11) 3(11)
WHFM-FM Adult Oriented Rock Men 25-54 -- -- -- --
LOUISVILLE
Adults
WRKA-FM Oldies 25-54 6.0 6 6.0 6
Adults
WVEZ-FM Adult Contemporary 25-54 9.0 2 9.0 2
Adults
WSFR-FM Classic Rock 25-54 6.4 5 6.4 5
Adults
WMHX-FM Hot Adult Contemporary 25-54 2.6 13 2.6 13
</TABLE>
5
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<TABLE>
<CAPTION>
AUDIENCE DEMOGRAPHIC GROUP
SHARE IN RANK IN (ADULTS 25-54)
TARGET TARGET TARGET ------------------------
MARKET (1) AND STATION DEMOGRAPHIC DEMOGRAPHIC DEMOGRAPHIC AUDIENCE
CALL LETTERS FORMAT GROUP GROUP GROUP SHARE RANK
---------------------- ----------------------- ----------- ----------- ----------- ----------------- ----
<S> <C> <C> <C> <C> <C> <C>
MIAMI
Adults
WFLC-FM Hot Adult Contemporary 25-54 4.1 9 4.1 9
Adults
WHQT-FM Urban Adult 25-54 5.9 2 5.9 2
Contemporary
Adults
WEDR-FM (2)(3) Urban Adult 25-54 6.3 1 6.3 1
Contemporary
Adults
WTMI-FM (3) Classical 25-54 1.9 19 1.9 19
ORLANDO
Adults
WDBO-AM News/Talk 35-54 5.7 9 4.4 13
Adults
WWKA-FM Country 25-54 6.7 4 6.7 4
Adults
WCFB-FM Urban Adult 25-44 4.6 9 4.6 10
Contemporary
WHOO-AM Standards Adults 45+ 5.3 6 0.5 26
WHTQ-FM Classic Rock Men 25-44 8.9 2 5.7 6
Adults
WMMO-FM Rock Adult Contemporary 25-44 7.6 3 6.9 3
WPYO-FM (formerly Adults
WTLN-FM) Contemporary Hit Radio 18-24 6.9 5 1.3 19
RICHMOND
Adults
WKHK-FM (3) Country 25-54 6.7 7 6.7 7
Adults
WKLR-FM (3) Classic Rock 25-54 6.8 5 6.8 5
Adults
WMXB-FM (3) Hot Adult Contemporary 25-54 7.0 4 7.0 4
Adults
WTVR-AM (3) Nostalgia 25-54 0.4 24 0.4 24
SAN ANTONIO
Adults
KCYY-FM Country 25-54 5.0 8 5.0 8
Adults
KKYX-AM Classic Country 35-64 1.6 19 1.0 19
Adults
KCJZ-FM Rhythmic Oldies 35-44 --(5) --(5) --(5) --(5)
Adults
KISS-FM Adult Oriented Rock 18-49 9.2 3 6.5 3
Adults
KSMG-FM Hot Adult Contemporary 25-54 5.8 7 5.8 7
Adults
KLUP-AM Adult Standards 35-64 2.0 17 0.7 25
Adults
KONO-FM Oldies 25-54 6.0(12) 6(12) 6.0(12) 6(12)
Adults
KONO-AM Oldies 25-54 -- -- -- --
SOUTHERN CONNECTICUT
(13)
Bridgeport/Fairfield
County
Adults
WEZN-FM Adult Contemporary 25-54 14.3 1 14.3 1
New Haven
Adults
WPLR-FM (2)(3) Adult Oriented Rock 25-44 11.6 1 9.1 1
Adults
WYBC-FM (8) Urban Adult 25-54 6.7 3 6.7 3
Contemporary
Stamford-Norwalk
Adults
WEFX-FM (2)(3) Classic Rock 25-44 1.9 19 2.2 15
Adults
WKHL-FM (2) (3) Oldies 25-54 3.5 9 3.5 9
Adults
WNLK-AM (2) (3) News/Talk/Sports 25-54 0.4 36 0.4 36
Adults
WSTC-AM (2) (3) News/Talk 25-54 0.9 27 0.9 27
TAMPA
WWRM-FM Soft Adult Contemporary Women 35-54 7.5 1 4.7 7
WBBY-FM (formerly Adults
WCOF-FM) Rock Adult Contemporary 25-44 --(5) --(5) --(5) --(5)
WSUN-AM (formerly Adults
WFNS-AM) 50's Oldies 35-64 0.3 39 0.2 37
WSUN-FM (formerly Adults
WLVU-FM) Oldies 35-54 3.7 14 2.6 16
Adults
WFJO-FM Rhythmic Oldies 25-44 4.2 11 4.0 13
WHPT-FM Classic Rock Men 25-54 --(5) --(5) --(5) --(5)
WDUV-FM (formerly
WTBT-FM) Easy Listening Adults 45+ 17.6 1 2.1 18
</TABLE>
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<TABLE>
<CAPTION>
AUDIENCE DEMOGRAPHIC GROUP
SHARE IN RANK IN (ADULTS 25-54)
TARGET TARGET TARGET ------------------------
MARKET (1) AND STATION DEMOGRAPHIC DEMOGRAPHIC DEMOGRAPHIC AUDIENCE
CALL LETTERS FORMAT GROUP GROUP GROUP SHARE RANK
---------------------- ----------------------- ----------- ----------- ----------- ----------------- ----
<S> <C> <C> <C> <C> <C> <C>
TULSA
Adults
KRMG-AM News/Talk 35-54 9.3 2 7.4 3
Adults
KWEN-FM Country 25-54 8.6 2 8.6 2
Adults
KJSR-FM Classic Rock 25-54 7.1 4 7.1 4
KRAV-FM Adult Contemporary Women 25-54 9.2 2 6.6 5
KGTO-AM Standards Adults 55+ 7.2 5 0.5 23
KRTQ-FM (formerly
KTFX-FM) Active Rock Men 18-34 13.5 1 5.0 11
</TABLE>
Source: Arbitron Market Reports four-book average for Winter 1999, Spring 1999,
Summer 1999 and Fall 1999.
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(1) Metropolitan market served; city of license may differ.
(2) Station operated by Cox Radio pursuant to an LMA.
(3) Station to be acquired by Cox Radio.
(4) Local marketing agreement to terminate in April 2000.
(5) The station format was changed in 1999; therefore, the station's audience
share and audience rank information for 1999 are not applicable.
(6) Station is operating pursuant to program test authority. An application for
the station's initial license is pending before the Federal Communications
Commission.
(7) Audience share and audience rank information for WCLR-FM and WZLR-FM are
combined because the stations are simulcast.
(8) Station operated by Cox Radio under a JSA.
(9) Audience share and audience rank information for KGMZ-FM and KGMZ-AM are
combined because the stations are simulcast.
(10) Station call letters are currently KTBZ-FM, but will be changed to KLDE-FM
upon consummation of the acquisition.
(11) Audience share and audience rank information for WBAB-FM and WHFM-FM are
combined because the stations are simulcast
(12) Audience share and audience rank information for KONO-FM and KONO-AM are
combined because the stations are simulcast.
(13) Audience share and rank data is based only on Arbitron Market Reports for
Fall 1999 and Spring 1999 because Arbitron does not produce Summer and
Winter Arbitron Market Reports for the Bridgeport/Fairfield County,
Stamford-Norwalk, and New Haven markets.
WSB, INC. AND WHIO, INC. MERGERS
WHIO, Inc., a Delaware corporation, and WSB, Inc., a Delaware corporation,
both of which were wholly-owned subsidiaries of Cox Radio, were merged with and
into Cox Radio on November 1, 1998, and November 10, 1998, respectively.
LICENSE DROP-DOWN
On January 1, 1999, Cox Radio transferred the licenses, permits and
authorizations it held from the Federal Communications Commission in respect of
the radio stations it owns (other than in respect of the radio stations it owns
in the states of California and Florida and WGBB-AM and WPTW-AM) to CXR
Holdings, Inc., a Nevada corporation and wholly-owned subsidiary of Cox Radio. A
majority of the Federal Communication Commission licenses, permits and
authorizations for the radio stations owned by Cox Radio are held by CXR
Holdings, Inc.
OPERATING STRATEGY
The following is a description of the key elements of Cox Radio's operating
strategy:
Clustering of Stations. Cox Radio operates its stations in clusters to:
- Enhance net revenue growth by increasing the appeal of Cox Radio's
stations to advertisers and enabling such stations to compete more
effectively with other forms of advertising; and
- Achieve operating efficiencies by consolidating broadcast facilities,
eliminating duplicative positions in management and production and
reducing overhead expenses.
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<PAGE> 10
Management believes that operating several radio stations in each of its
markets will enable its sales teams to offer advertisers more attractive
advertising packages. Furthermore, as radio clusters achieve significant
audience share, they can deliver to advertisers the audience reach that
historically only television and newspapers could offer, with the added benefit
of frequent exposure to advertisers' target customers. Management believes that
Cox Radio's clusters of stations, and their corresponding audience share,
provide opportunities to capture an increased share of total advertising revenue
in each of its markets.
Development of Under-performing Stations. Cox Radio's management has
demonstrated its ability to acquire under-performing radio stations and develop
them into consistent ratings and revenue leaders. Cox Radio's historic margins
reflect the acquisition and continued development of under-performing stations,
as well as the fact that increases in net revenue are typically realized
subsequent to increases in audience share. Management believes that a number of
its stations have significant growth opportunities or turnaround potential and
can therefore be characterized as start-up or developing stations.
Implementation of Cox Radio's Management Philosophy. Cox Radio's local
station operations are supported by a lean corporate staff which employs a
management philosophy emphasizing:
- Market research and targeted programming;
- A customer-focused selling strategy; and
- Marketing and promotional activities.
Market Research and Targeted Programming. Cox Radio's research,
programming and marketing strategy combines extensive research with an
assessment of competitors' vulnerabilities and market dynamics in order to
identify specific audience opportunities within each market. Cox Radio also
retains consultants and research organizations to continually evaluate listener
preferences. Using this information, Cox Radio tailors the programming,
marketing and promotions of each station to maximize its appeal to its target
audience. Cox Radio's disciplined application of market research enables each of
its stations to be responsive to the changing preferences of its targeted
listeners. This approach focuses on the needs of the listeners and their
community and is designed to improve ratings and maximize the impact of
advertising for Cox Radio's customers.
Through its research, programming and marketing, Cox Radio also seeks to
create a distinct and marketable local identity for each of its stations in
order to enhance audience share and listener loyalty and to protect against
direct format competition. To achieve this objective, Cox Radio employs and
promotes distinct high-profile on-air personalities and local sports programming
at many of its stations. For example, Cox Radio broadcasts "Dr. Laura" in
Dayton, Jacksonville, Orlando and Tulsa; "Rush Limbaugh" in Dayton,
Jacksonville, Orlando and Tulsa; "The Clark Howard Show" in Atlanta, Dayton,
Jacksonville and Tulsa; "Neal Boortz" in Atlanta, Dayton, Jacksonville, and
Tulsa; the Atlanta Braves in Atlanta; the Jacksonville Jaguars in Jacksonville;
the Tampa Bay Devil Rays in Orlando; and the Orlando Magic in Orlando.
Customer-Focused Selling Strategy. Cox Radio has implemented a unique,
customer-focused approach to selling advertising known as the Consultative
Selling System. Cox Radio's sales personnel are trained to approach each
advertiser with a view towards solving the marketing needs of the customer. In
this regard, the sales staff consults with customers, attempts to understand
their business goals and offers comprehensive marketing solutions, including the
use of radio advertising. Instead of merely selling station advertising time,
Cox Radio's sales personnel are encouraged to develop innovative marketing
strategies for the station's advertising customers.
Marketing and Promotional Activities. Cox Radio's stations regularly
engage in significant local promotional activities, including advertising on
local television and in local print media, participating in telemarketing and
direct mailings and sponsoring contests, concerts and events. Special events may
include charitable athletic events, events centered around a major local
occasion or local ethnic group and special community or family events. Cox Radio
also engages in joint promotional activities with other media in its
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<PAGE> 11
markets to further leverage its promotional spending. These promotional efforts
help Cox Radio's stations add new listeners and increase the amount of time
spent listening to the stations.
Strong Management Teams. In addition to relying upon its experienced
senior operating management, Cox Radio places great importance on the hiring and
development of strong local management teams and has been successful in
retaining experienced management teams that have strong ties to their
communities and customers.
Cox Radio invests significant resources in identifying and training
employees to create a talented team of managers at all levels of station
operations. These resources include:
- Gallup/SRI, which helps Cox Radio identify and select talented
individuals for management and sales positions;
- Center for Sales Strategy, an independent sales and management training
company which trains and develops managers and sales executives; and
- A program of leadership development conducted by Cox Radio's senior
operating management and outside consultants.
Local managers are empowered to run the day-to-day operations of their
stations and to develop and implement policies that will improve station
performance and establish long-term relationships with listeners and
advertisers. The compensation of the senior operating management team and local
station managers is dependent upon financial performance and linked to
participation in Cox Radio's Long-Term Incentive Plan. See Note 11 to the Cox
Radio's Consolidated Financial Statements included elsewhere herein.
ACQUISITION STRATEGY
During the last several years, Cox Radio has implemented its clustering
strategy through the acquisition of radio stations in several of its existing
markets as well as in new markets. Management believes that recent changes in
federal regulations will allow Cox Radio to continue to pursue its acquisition
strategy. The Telecommunications Act of 1996 removed the limit on the number of
radio stations an operator may own nationwide and increased the number of radio
stations an operator may own in a single market. As a result of this
legislation, the competitive landscape in the radio broadcasting industry is
changing. Management believes that larger, well-capitalized companies with
experienced management, such as Cox Radio, are best positioned to take advantage
of this changing environment. Management considers the following factors when
making an acquisition:
Market Selection Considerations
Cox Radio's acquisition strategy has been focused on clustering stations in
its existing markets and making opportunistic acquisitions in additional markets
in which Cox Radio believes that it can cost-effectively achieve a leading
position in terms of audience and revenue share. Management also believes that
Cox Radio will have the financial resources and management expertise to continue
to pursue its acquisition strategy. Certain future acquisitions may be limited
by the multiple and cross-ownership rules of the Federal Communications
Commission. See "-- Federal Regulation of Radio Broadcasting -- General
Ownership Matters" and "-- Proposed Changes."
Station Considerations
Cox Radio expects to concentrate on acquiring radio stations that offer,
through application of Cox Radio's operating philosophy, the potential for
improvement in the stations' performance, particularly its broadcast cash flow.
Such stations may be in various stages of development, presenting Cox Radio with
an opportunity to apply its management techniques and to enhance asset value. In
evaluating potential acquisitions, Cox Radio considers the strength of a
station's broadcast signal. A powerful broadcast signal enhances delivery range
and clarity, thereby influencing listener preference and loyalty. Cox Radio also
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<PAGE> 12
assesses the strategic fit of an acquisition with its existing clusters of radio
stations. When entering a new market, Cox Radio expects to acquire a "platform"
upon which to expand its portfolio of stations and to build a leading cluster of
stations.
Industry Overview
The primary source of revenues for radio stations is generated from the
sale of advertising time to local and national spot advertisers and national
network advertisers. During the past decade, local advertising revenue as a
percentage of total radio advertising revenue in a given market has ranged from
approximately 75% to 80% according to the Radio Advertising Bureau. The growth
in total radio advertising revenue tends to be fairly stable and has generally
grown at a rate faster than the Gross National Product. With the exception of
1991, when total radio advertising revenue fell by approximately 2.8% compared
to the prior year, advertising revenue has risen in each of the 15 years through
1999 (the most recent year for which this information is available), more
rapidly than both inflation and the Gross National Product. Total domestic radio
advertising revenue in 1999 of $17.7 billion, as reported by the Radio
Advertising Bureau, was at its highest level in the industry's history.
According to the Radio Advertising Bureau's Radio Marketing Guide and Fact
Book for Advertisers, 1999, every week radio reaches approximately 95% of all
Americans over the age of 12. More than one-half of all radio listening is done
outside the home, in contrast to other advertising media, and radio reaches 81%
of adults 18 and older in the car each week. The average listener spends
approximately 21 hours and 30 minutes per week listening to radio. Most radio
listening occurs during the morning and evening hours, and radio programming
during these "drive times" reaches more than 61% of people over the age of 18 on
a weekly basis. As a result, radio advertising sold during these period achieves
premium advertising rates.
Radio is considered an efficient, cost-effective means of reaching
specifically identified demographic groups. Stations are typically classified by
their on-air format, such as country, adult contemporary, oldies and news/talk.
A station's format and style of presentation enables it to target certain
demographics. By capturing a specific share of a market's radio listening
audience, with particular concentration in a targeted demographic, a station is
able to market its broadcasting time to advertisers seeking to reach a specific
audience. Advertisers and stations utilize data published by audience measuring
services, such as Arbitron, to estimate how many people within particular
geographical markets and demographics listen to specific stations.
The number of advertisements that can be broadcast without jeopardizing
listening levels (and the resulting ratings) is limited in part by the format of
a particular station and the local competitive environment. Although the number
of advertisements broadcast during a given time period may vary, the total
number of advertisements broadcast on a particular station generally does not
vary significantly from year to year.
A station's local sales staff generates the majority of its local and
regional advertising sales through direct solicitations of local advertising
agencies and businesses. To generate national advertising sales, a station
usually will engage a firm that specializes in soliciting radio advertising
sales on a national level. National sales representatives obtain advertising
principally from advertising agencies located outside the station's market and
receive commissions based on the revenue from the advertising obtained.
COMPETITION; CHANGES IN THE BROADCASTING INDUSTRY
The radio broadcasting industry is a highly competitive business. The
success of each of Cox Radio's stations depends largely upon its audience
ratings and its share of the overall advertising revenue within its market. Cox
Radio's stations compete for listeners directly with other radio stations in
their respective markets primarily on the basis of program content that appeals
to a target demographic group. By building a strong listener base consisting of
a specific demographic in each of its markets, Cox Radio is able to attract
advertisers seeking to reach those listeners. Cox Radio's stations compete for
advertising revenue directly with other radio stations and with other electronic
and print media within their respective markets.
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<PAGE> 13
Factors that are material to a station's competitive position include
management experience, the station's audience share rank in its market,
transmitter power, assigned frequency, audience characteristics, local program
acceptance, and the number and characteristics of other stations in the market
area. Cox Radio attempts to improve its competitive position with promotional
campaigns aimed at the demographics targeted by its stations and by sales
efforts designed to attract advertisers. Recent changes in the law have
increased the number of radio stations a broadcaster may own in a given market
and permit, within limits, joint arrangements with other stations in a market
relating to programming, advertising sales, and station operations. Management
believes that radio stations that elect to take advantage of these opportunities
may, in certain circumstances, have lower operating costs and may be able to
offer advertisers more attractive rates and services.
Although the radio broadcasting industry is highly competitive, some
barriers to entry exist. The operation of a radio broadcast station requires a
license from the Federal Communications Commission. The number of radio stations
that a single entity may own and operate in a given market is limited by the
availability of FM and AM radio frequencies allotted by the Federal
Communications Commission to communities in that market, as well as by the
Federal Communications Commission's multiple ownership rules. These rules
regulate the number of stations that may be owned and controlled by a single
entity. The Federal Communications Commission also uses competitive bidding
procedures (auctions) to select among mutually exclusive applicants for new
broadcast stations and major changes to existing stations.
Cox Radio's stations compete for advertising revenue with other radio
stations and with other electronic and print media. Potential advertisers can
substitute advertising through broadcast television, cable television systems
(which can offer concurrent exposure on a number of cable networks to enlarge
the potential audience), daily, weekly, and free-distribution newspapers, other
print media, direct mail, and on-line computer services for radio advertising.
Competing media commonly target the customers of their competitors, and
advertisers regularly shift dollars from radio to these competing media and vice
versa. Accordingly, there can be no assurance that any of Cox Radio's stations
will be able to maintain or increase their advertising revenue share. In
addition, the radio broadcasting industry is subject to competition from new
media technologies that are being developed or introduced, such as the delivery
of audio programming by cable television systems, by satellite digital audio
radio service, and by digital audio broadcasting. Digital audio broadcasting and
satellite digital audio radio service provide for the delivery by terrestrial or
satellite means of multiple new audio programming formats with compact disc
quality sound to local and national audiences, and the Federal Communications
Commission is currently considering proposed rules to implement a digital audio
broadcasting service. The delivery of information through the Internet also
could create a new form of competition. The radio broadcasting industry
historically has grown despite the introduction of new technologies for the
delivery of entertainment and information, such as broadcast television, cable
television, audio tapes and compact discs. A growing population and greater
availability of radios, particularly car and portable radios, have contributed
to this growth. There can be no assurance, however, that the development or
introduction in the future of any new media technology will not have an adverse
effect on the radio broadcasting industry.
Cox Radio cannot predict what other matters might be considered in the
future by the Federal Communications Commission, nor can it assess in advance
what impact, if any, the implementation of any Federal Communications Commission
proposals or changes might have on its business.
FEDERAL REGULATION OF RADIO BROADCASTING
The ownership, operation and sale of radio stations, including those
licensed to Cox Radio, are subject to the jurisdiction of the Federal
Communications Commission, which acts under authority granted by the
Communications Act of 1934, as amended. Among other things, the Federal
Communications Commission assigns frequency bands for broadcasting, determines
the particular frequencies, locations and operating power of stations, issues,
renews and modifies station licenses, determines whether to approve changes in
ownership or control of station licenses, regulates equipment used by stations,
adopts and implements regulations and policies that directly or indirectly
affect the ownership, operation, program content,
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<PAGE> 14
employment practices, and business of stations, and has the power to impose
penalties, including license revocations, for violations of its rules or the
Communications Act of 1934, as amended.
The Telecommunications Act of 1996, which significantly amended the
Communications Act of 1934, as amended, in numerous respects, dramatically
changed the ground rules for competition and regulation in virtually all sectors
of the telecommunications industry, including broadcasting, local and
long-distance telephone services, cable television services and
telecommunications equipment manufacturing. The following is a brief summary of
certain provisions of the Communications Act of 1934, as amended by the
Telecommunications Act of 1996, and of specific Federal Communications
Commission rules and policies. Reference should be made to the Communications
Act of 1934, as amended by the Telecommunications Act of 1996, Federal
Communications Commission rules and public notices and rulings of the Federal
Communications Commission for further information concerning the nature and
extent of Federal Communications Commission regulation of broadcast stations.
License Renewal
Broadcast station licenses are subject to renewal upon application to the
Federal Communications Commission. All radio station licenses have a term of
eight years. The Federal Communications Commission will renew a broadcast
license if it determines that the "public convenience, interest or necessity"
will be served thereby. During a specified period after an application for
renewal of a broadcast station license has been filed, persons objecting to the
renewal may file petitions to deny the application. Competing applications for
the license, however, will not be accepted unless the current licensee's renewal
application is denied. Also, during the period when a renewal application is
pending (generally four months prior to expiration of the license), the
transferability of the applicant's license may be restricted. Historically, Cox
Radio's management has not experienced any material difficulty in obtaining
renewal from the Federal Communications Commission of any of the broadcast
licenses for stations under its control.
The following table sets forth selected information concerning each of the
stations owned, or operated pursuant to an LMA or a JSA, by Cox Radio, including
the date on which each such station's Federal Communications Commission license
expires (a station may continue to operate beyond the expiration date if a
timely-filed license renewal application is pending), assuming the consummation
of all pending transactions:
<TABLE>
<CAPTION>
EXPIRATION
MARKET(1) AND STATION DATE OF HEIGHT ABOVE
CALL LETTERS FREQUENCY LICENSE CLASS AVERAGE TERRAIN POWER
--------------------- --------- ---------- ----- --------------- -----
<S> <C> <C> <C> <C> <C>
ATLANTA
WSB-AM 750 KHz 4/1/04 A N.A 50 kw
WSB-FM 98.5 MHz 4/1/04 C 313 m 100 kw
WJZF-FM 104.1 MHz 4/1/04 C1 371 m 60 kw
WBTS-FM 95.5 MHz 4/1/04 C1 295 m 100 kw
WFOX-FM (2) (3) 97.1 MHz 4/1/04 C 483 m 100 kw
WCNN-AM (2) (4) 680 KHz 4/1/04 B N.A 50 kw day
10 kw night
BIRMINGHAM
WZZK-FM 104.7 MHz 4/1/04 C 396 m 100 kw
WODL-FM 106.9 MHz 4/1/04 C 351 m 100 kw
WAGG-AM 610 KHz 4/1/04 B N.A 5 kw day
1 kw night
WRJS-AM (formerly WEZN-AM) 1320 KHz 4/1/04 D N.A 5 kw day
0.111 kw night
WBHK-FM 98.7 MHz 4/1/04 C2 343 m 9.4 kw
WBHJ-FM 95.7 MHz 4/1/04 C1 299 m 100 kw
WRLR-FM (6) (formerly
WEDA-FM) 97.3 MHz N.A A 306 m 0.64 kw
DAYTON
WHIO-AM 1290 KHz 10/1/04 B N.A 5 kw
WHKO-FM 99.1 MHz 10/1/04 B 325 m 50 kw
WCLR-FM 95.7 MHz 10/1/04 B 145 m 50 kw
WZLR-FM 95.3 MHz 10/1/04 A 98 m 6 kw
</TABLE>
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<PAGE> 15
<TABLE>
<CAPTION>
EXPIRATION
MARKET(1) AND STATION DATE OF HEIGHT ABOVE
CALL LETTERS FREQUENCY LICENSE CLASS AVERAGE TERRAIN POWER
--------------------- --------- ---------- ----- --------------- -----
<S> <C> <C> <C> <C> <C>
HONOLULU
KRTR-FM 96.3 MHz 2/1/06 C 645 m 75 kw
KXME-FM 104.3 MHz 2/1/06 C 645 m 75 kw
KGMZ-FM (5) 107.9 MHz 2/1/06 C 599 m 100 kw
KGMZ-AM 1460 KHz 2/1/06 B N.A 5 kw
KINE-FM (3) 105.1 MHz 2/1/06 C 599 m 100 kw
KCCN-FM (3) 100.3 MHz 2/1/06 C 599 m 100 kw
KCCN-AM (3) 1420 KHz 2/1/06 B N.A 5 kw
HOUSTON
KLDE-FM (3) (7) 107.5 MHz 8/1/05 C 601 m 98 kw
KKTL-FM (3) 97.1 MHz 8/1/05 C 458 m 100 kw
KKBQ-FM (3) 92.9 MHz 8/1/05 C 585 m 100 kw
JACKSONVILLE
WAPE-FM (2) (3) 95.1 MHz 2/1/04 C 300 m 100 kw
WFYV-FM (2) (3) 104.5 MHz 2/1/04 C 309 m 100 kw
WKQL-FM (2) (3) 96.9 MHz 2/1/04 C 309 m 100 kw
WMXQ-FM (2) (3) 102.9 MHz 2/1/04 C 309 m 100 kw
WBWL-AM (2) (3) 600 KHz 2/1/04 B N.A 5 kw
WOKV-AM (2) (3) 690 MHz 2/1/04 B N.A 50 kw day
10.5 kw night
LONG ISLAND
WBLI-FM 106.1 MHz 6/1/06 B 152 m 49 kw
WBAB-FM 102.3 MHz 6/1/06 A 82 m 6 kw
WHFM-FM 95.3 MHz 6/1/06 A 108 m 5 kw
LOUISVILLE
WRKA-FM 103.1 MHz 8/1/04 A 95 m 6 kw
WSFR-FM 107.7 MHz 8/1/04 B1 173 m 8.2 kw
WVEZ-FM 106.9 MHz 8/1/04 B 204 m 24.5 kw
WMHX-FM 103.9 MHz 8/1/04 A 149 m 1.35 kw
MIAMI
WFLC-FM 97.3 MHz 2/1/04 C 307 m 100 kw
WHQT-FM 105.1 MHz 2/1/04 C 307 m 100 kw
WEDR-FM (2) (3) 99.1 MHz 2/1/04 C1 280 m 100 kw
WTMI-FM (3) 93.1 MHz 2/1/04 C 307 m 100 kw
ORLANDO
WDBO-AM 580 KHz 2/1/04 B N.A 5 kw
WWKA-FM 92.3 MHz 2/1/04 C 408 m 100 kw
WCFB-FM 94.5 MHz 2/1/04 C 448 m 96 kw
WHTQ-FM 96.5 MHz 2/1/04 C 487 m 100 kw
WMMO-FM 98.9 MHz 2/1/04 C2 159 m 44 kw
WHOO-AM 990 KHz 2/1/04 B N.A 50 kw day
5 kw night
WPYO-FM (formerly WTLN-FM) 95.3 MHz 2/1/04 A 96 m 6 kw
RICHMOND
WKHK-FM (3) 95.3 MHz 10/1/03 B1 120 m 17.5 kw
WKLR-FM (3) 96.5 MHz 10/1/03 B 138 m 50 kw
WMXB-FM (3) 103.7 MHz 10/1/03 B 256 m 20 kw
WTVR-AM (3) 1380 KHz 10/1/03 B N.A 5 kw
SAN ANTONIO
KCYY-FM 100.3 MHz 8/1/05 C 300 m 100 kw
KCJZ-FM 106.7 MHz 8/1/05 C 310 m 100 kw
KKYX-AM 680 KHz 8/1/05 B N.A 50 kw day
10 kw night
KISS-FM 99.5 MHz 8/1/05 C 339 m 100 kw
KSMG-FM 105.3 MHz 8/1/05 C 381 m 95 kw
KLUP-AM 930 KHz 8/1/05 B N.A 5 kw day
1 kw night
KONO-AM 860 KHz 8/1/05 B N.A 5 kw day
0.9 kw night
KONO-FM 101.1 MHz 8/1/05 C1 302 m 98 kw
SOUTHERN CONNECTICUT
Bridgeport/Fairfield County
WEZN-FM 99.9 MHz 4/1/06 B 204 m 27.5 kw
New Haven
WPLR-FM (2) (3) 99.1 MHz 4/1/06 B 276 m 15 kw
WYBC-FM (5) 94.3 MHz 4/1/06 A 99 m 1.8 kw
</TABLE>
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<PAGE> 16
<TABLE>
<CAPTION>
EXPIRATION
MARKET(1) AND STATION DATE OF HEIGHT ABOVE
CALL LETTERS FREQUENCY LICENSE CLASS AVERAGE TERRAIN POWER
--------------------- --------- ---------- ----- --------------- -----
<S> <C> <C> <C> <C> <C>
Stamford-Norwalk
WEFX-FM (2) (3) 95.9 MHz 4/1/06 A 91 m 3 kw
WKHL-FM (2) (3) 96.7 MHz 4/1/06 A 100 m 3 kw
WNLK-AM(2) (3) 1350 KHz 4/1/06 B N.A 1 kw day
0.5 kw day
WSTC-AM(2)(3) 1400 KHz 4/1/06 C N.A 0.78 kw
TAMPA
WWRM-FM 94.9 MHz 2/1/04 C 392 m 100 kw
WBBY-FM (formerly WCOF-FM) 107.3 MHz 2/1/04 C1 182 m 100 kw
WSUN-AM (formerly WFNS-AM) 910 KHz 2/1/04 B N.A 5 kw
WSUN-FM (formerly WLVU-FM) 97.1 MHz 2/1/04 C2 224 m 11.5 kw
WHPT-FM 102.5 MHz 2/1/04 C 503 m 100 kw
WFJO-FM 101.5 MHz 2/1/04 C 414 m 100 kw
WDUV-FM (formerly WTBT-FM) 105.5 MHz 2/1/04 C1 410 m 46 kw
TULSA
KWEN-FM 95.5 MHz 6/1/05 C 405 m 100 kw
KJSR-FM 103.3 MHz 6/1/05 C 390 m 100 kw
KRAV-FM 96.5 MHz 6/1/05 C 405 m 100 kw
KGTO-AM 1050 KHz 6/1/05 D N.A 1 kw day
0.022 kw night
KRMG-AM 740 KHz 6/1/05 B N.A 50 kw day
25 kw night
KRTQ-FM (formerly KTFX-FM) 102.3 MHz 6/1/05 C2 150 m 50 kw
</TABLE>
- ---------------
(1) Metropolitan market served; city of license may differ.
(2) Cox Radio provides programming to this station pursuant to an LMA.
(3) Station to be acquired by Cox Radio.
(4) Local marketing agreement to terminate in April 2000.
(5) Cox Radio provides sales and other services to this station pursuant to a
JSA.
(6) Station is operating pursuant to program test authority. An application for
the station's initial license is pending before the Federal Communications
Commission.
(7) Station call letters are currently KTBZ-FM, but will be changed to KLDE-FM
upon consummation of the acquisition.
General Ownership Matters
The Communications Act of 1934, as amended, prohibits the assignment of a
broadcast license or the transfer of control of a broadcast licensee without the
prior approval of the Federal Communications Commission. To obtain the Federal
Communications Commission's prior consent to assign or transfer a broadcast
license, appropriate applications must be filed with the Federal Communications
Commission. Depending on whether the application involves the assignment of the
license or a "substantial change" in ownership or control (e.g., the transfer of
more than 50% of the voting stock), the application may be required to go on
public notice for a period of approximately 30 days during which petitions to
deny the application may be filed by interested parties, including members of
the public. When reviewing an assignment or transfer application, the Federal
Communications Commission is prohibited from considering whether the public
interest might be served by an assignment or transfer to any party other than
the assignee or transferee specified in the application.
As detailed below, in August 1999, the Federal Communications Commission
substantially revised its multiple ownership and attribution rules. These
revisions became effective on November 16, 1999, but may be modified or
reconsidered in subsequent proceedings. In three reports and orders, the Federal
Communications Commission revised its rules regarding restrictions on
radio-television cross-ownership, attribution of broadcast ownership interests
and local television ownership. The three orders, which resolve several
rulemaking proceedings launched in the early 1990's, take into consideration
mandates in the Telecommunications Act of 1996 which relaxed the radio ownership
rules. The Federal Communications Commission multiple ownership rules may limit
the permissible acquisitions and investments Cox Radio may make.
The Federal Communications Commission generally applies its ownership
limits to "attributable" interests held by an individual, corporation,
partnership or other association. In the case of corporations
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<PAGE> 17
holding, or through subsidiaries controlling, broadcast licenses, the interests
of officers, directors and those who, directly or indirectly, have the right to
vote 5% or more of the corporation's stock (or 20% or more of such stock in the
case of insurance companies, investment companies and bank trust departments
that are passive investors) are generally attributable, except that, in general,
no minority voting stock interest will be attributable if there is a single
holder of more than 50% of the outstanding voting power of the corporation (the
"single majority shareholder exception"). The Federal Communications Commission
treats all partnership interests as attributable, except for those limited
partnership interests that are "insulated" by the terms of the limited
partnership agreement from "material involvement" in the media related
activities of the partnership. The Federal Communications Commission applies the
same attribution and insulation standards to limited liability companies and
other new business forms.
In its recently revised rules, the Federal Communications Commission
decided to treat as attributable equity and debt interests, which combined,
exceed 33% of a station licensee's total assets, if the party holding the
equity/debt interest supplies more than 15% of the station's total weekly
programming, or has an attributable interest in another media entity, whether
TV, radio, cable or newspaper, in the same market. Under these new rules, all
non-conforming interests acquired before November 7, 1996 (other than LMAs) are
permanently grandfathered and thus do not constitute attributable ownership
interests. Any nonconforming interests acquired after that date must be brought
into compliance by August 5, 2000.
The Communications Act of 1934, as amended, prohibits the holding of
broadcast licenses by any corporation of which more than 20% of the capital
stock is owned of record or voted by non-U.S. citizens, a foreign government,
any corporation organized under the laws of a foreign country, or their
representatives (collectively "Aliens"), or the holding of a broadcast license
by any corporation directly or indirectly controlled by any other corporation of
which more than 25% of the capital stock is owned of record or voted by Aliens,
unless the Federal Communications Commission finds that the public interest
would be served by granting a license under such circumstances. The Federal
Communications Commission generally has declined to permit the control of
broadcast licenses by corporations with foreign ownership or voting rights in
excess of the 25% benchmark.
Cox Radio's indirect parent, Cox Enterprises, has attributable ownership
interests in television stations located in:
- Orlando, Florida;
- Charlotte and Kanapolis, North Carolina;
- Pittsburgh, Pennsylvania;
- Dayton, Ohio;
- Atlanta, Georgia;
- Oakland and San Jose, California;
- El Paso, Texas;
- Seattle, Washington; and
- Reno, Nevada.
Cox Enterprises also has attributable ownership interests in daily
newspapers located in:
- Grand Junction, Colorado;
- Palm Beach, Florida;
- Atlanta, Georgia;
- Greenville, Rocky Mount and Elizabeth City, North Carolina;
- Dayton and Springfield, Ohio; and
- Austin, Longview, Lufkin, Waco, Nacogdoches, and Marshall, Texas.
Cox Enterprises has a non-attributable ownership interest in a daily
newspaper located in Daytona Beach, Florida.
None of the officers, directors or, to Cox Radio's knowledge, 5% or greater
shareholders of the voting stock of Cox Radio or any of its subsidiaries has any
attributable interest in any broadcast stations other than through Cox Radio and
its subsidiaries.
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<PAGE> 18
Local Radio Ownership Rule
The Federal Communications Commission's local radio multiple ownership rule
provides for certain limits on the number of radio stations that one entity may
own in a local geographic market. These limits are as follows:
(a) In a radio market with 45 or more commercial radio stations, a
party may own, operate or control up to eight commercial radio stations,
not more than five of which are in the same broadcast service (i.e., AM or
FM);
(b) In a radio market with between 30 and 44 (inclusive) commercial
radio stations, a party may own, operate or control up to seven commercial
radio stations, not more than four of which are in the same broadcast
service;
(c) In a radio market with between 15 and 29 (inclusive) commercial
radio stations, a party may own, operate or control up to six commercial
radio stations, not more than four of which are in the same broadcast
service; and
(d) In a radio market with 14 or fewer commercial radio stations, a
party may own, operate or control up to five commercial radio stations, not
more than three of which are in the same broadcast service, except that a
party may not own, operate or control more than 50 percent of the stations
in the market.
Notwithstanding the limits contained in the Federal Communications
Commission's local radio multiple ownership rule, the Federal Communications
Commission has the authority to permit any person or entity to own, operate or
control, or have an attributable ownership interest in a number of radio
broadcast stations in excess of the rule's limits if the Federal Communications
Commission determines that such ownership, operation, control or interest will
result in an increase in the number of radio broadcast stations that are in
operation. Although the Telecommunications Act of 1996, which granted the
Federal Communications Commission such authority, does not explain the intent or
rationale for this provision, Cox Radio believes that this exception may apply
to newly-constructed stations and/or stations that have been off the air but are
resuming broadcast operations.
The Federal Communications Commission does not regulate the number of radio
stations that may be owned or controlled by one entity nationally.
Local Marketing Agreements and Joint Sales Agreements
Over the past several years, a significant number of radio broadcast
licensees, including Cox Radio, have entered into local marketing agreements, or
LMAs, and joint sales agreements, or JSAs. Under a typical LMA, separately-owned
and licensed radio stations serving a common geographic area agree to function
cooperatively in terms of programming, advertising sales, etc., subject to the
licensee of each station maintaining independent control over the programming
and station operations of its own station and subject to compliance with other
requirements of the Federal Communications Commission's rules and policies as
well as the antitrust laws. The LMA concept is referred to in the Federal
Communications Commission rules as "time brokerage" under which a licensee of a
station is permitted to sell the right to broadcast blocks of time on its
station to an entity or entities which program the blocks of time and sell their
own commercial advertising announcements for their own account during the time
periods in question. Under a typical JSA, two separately-owned radio stations
serving a common service area agree to function cooperatively in terms of
advertising sales only. Under such an arrangement, the licensee of one station
sells the advertising time on the other licensee's station for its own account
but does not provide any programming to the other licensee's station. This
arrangement is also subject to ultimate control by the latter licensee.
The Federal Communications Commission's multiple ownership rules
specifically permit radio stations to enter into and implement LMAs, so long as
the licensee of the station which is being programmed under the LMA maintains
complete control over the operations of its station and assures compliance with
16
<PAGE> 19
applicable Federal Communications Commission requirements. A radio station being
programmed pursuant to an LMA is not considered an attributable ownership
interest unless that entity already owns a radio station in the same market.
Under the Federal Communications Commission revised ownership rules, the Federal
Communications Commission's radio-television and radio-newspaper cross-ownership
rules (see below) also apply to radio LMAs. JSAs are not attributable under the
Federal Communications Commission's ownership rules.
Radio/Television Cross-Ownership Rule
The Federal Communications Commission's radio/television cross-ownership
rule (the "one-to-a-market" rule) has until recently prohibited common ownership
or control of a radio station, whether AM, FM or both, and a television station
in the same market, subject to waivers in some circumstances. The Federal
Communications Commission's new radio-television cross-ownership rule permits
cross-ownership of stations in the same market based on the number of
independently owned media voices in the local market. In large markets, i.e.,
markets with at least 20 independently owned media voices, a single entity may
own up to one television station and seven radio stations or, if permissible
under the local television ownership rule, two television stations and six radio
stations. In a market that includes at least ten other independently owned media
voices, a single entity may own a television station and up to four radio
stations and, if permitted under the local television ownership rule, two
television stations and up to four radio stations. A single entity may own one
radio station and one television station in a market or one radio station and
two television stations, if permitted under the local television ownership rule,
without regard to the number of media voices in the market. Waivers of the new
radio-television cross-ownership rule will be granted only under the "failed
station" test (i.e., the subject station has been off the air for at least four
months or is currently involved in involuntary bankruptcy or insolvency
proceedings).
Cox Radio currently holds a waiver of the one-to-a-market rule permitting
its ownership of television and radio stations in Orlando, Florida that was
conditioned on the outcome of the Federal Communications Commission's ownership
proceeding. Although Cox Radio's ownership interests in Orlando do not comply
with the revised rule, they are grandfathered until August 2004 when the Federal
Communications Commission is scheduled to conduct a further review of the
one-to-a-market rule.
Broadcast/Daily Newspaper Cross-Ownership Rule
The Federal Communications Commission's rules prohibit the common ownership
of a radio or television broadcast station and a daily newspaper in the same
market. In 1993, Congress authorized the Federal Communications Commission to
grant waivers of the radio-newspaper cross-ownership rule to permit
cross-ownership of a radio station and a daily newspaper in a top 25 market with
at least 30 independent media voices, provided the Federal Communications
Commission finds the transaction in the public interest. Under current policy,
the Federal Communications Commission will grant a permanent waiver of the
radio-newspaper cross-ownership rule only in those circumstances in which the
effects of applying the rule would be "unduly harsh," i.e., the newspaper is
unable to sell the commonly owned station, the sale would be at an artificially
depressed price, or the local community could not support a separately-owned
newspaper and radio station. The Federal Communications Commission previously
has granted only two permanent waivers of this rule. The Federal Communications
Commission has pending a Notice of Inquiry requesting comment on possible
changes to its policy for waiving the rule. Cox Radio's ownership of WJZF-FM in
Atlanta, Georgia is conditioned on the outcome of the Federal Communication
Commission's inquiry proceeding.
Biennial Review of Broadcast Ownership Rules.
In March 1998, as required by the Telecommunications Act of 1996, the
Federal Communications Commission initiated a proceeding to review its broadcast
ownership rules. The proceeding did not propose to revise or repeal any existing
rule, but rather to solicit comment on whether any of the rules should be the
subject of a subsequent rulemaking to modify or repeal it. The rules on which
the Federal Communications Commission has requested comment include those on
daily newspaper/broadcast cross-
17
<PAGE> 20
ownership, local television/cable cross-ownership, national television
ownership, local radio ownership, and dual network ownership.
Expansion of Cox Radio's broadcast operations on both a local and national
level will continue to be subject to the Federal Communications Commission's
ownership rules and any changes that may be adopted. Any relaxation of the
ownership rules may increase the level of competition to the extent that any of
Cox Radio's competitors may have greater resources and thereby may be in a
superior position to take advantage of such changes. Any restriction may also
have an effect on Cox Radio and its investors. Cox Radio cannot predict the
ultimate outcome of the Federal Communications Commission's ownership
proceedings or its impact on Cox Radio's business and operations.
Low Power FM Radio
In January 2000, the Federal Communications Commission adopted rules
establishing a new noncommercial low power FM radio service that will operate on
channels throughout the commercial FM radio band. The Federal Communications
Commission's new rules include the requirement that stations operating in this
new service not interfere with existing commercial radio stations operating on
the same or adjacent channels. Cox Radio cannot predict at this time the
ultimate impact of this new service on its radio stations.
Programming and Operation
The Communications Act of 1934, as amended, requires broadcasters to serve
the "public interest." Since the late 1970s, the Federal Communications
Commission gradually has relaxed or eliminated many of the more formalized
procedures it had developed to promote the broadcast of certain types of
programming responsive to the needs of a station's community of license.
However, licensees are still required to present programming that is responsive
to community problems, needs and interests and to maintain certain records
demonstrating such responsiveness. Stations also must follow various rules
promulgated under the Communications Act of 1934, as amended, that regulate,
among other things, political advertising, sponsorship identification, the
advertisement of contests and lotteries, obscene and indecent broadcasts and
technical operations, including limits on radio frequency radiation.
Failure to observe these or other rules and policies can result in the
imposition of various sanctions, including monetary forfeitures, the grant of
short-term (i.e., less than the full term) renewals or, for particularly
egregious violations, the denial of a license renewal application or the
revocation of a license.
Equal Employment Opportunities Requirements
The Federal Communications Commission recently adopted new equal employment
opportunity rules for radio and television stations. The rules prohibit
discrimination on the basis of race, religion, color, national origin or gender
and require broadcasters to maintain a recruitment outreach program and prepare
reports concerning such programs on an annual basis. The Federal Communications
Commission will review the reports and a station's compliance midway through the
license term and in connection with the station's license renewal. Broadcasters
also are required to complete annual reports regarding their employment profile
that will be used by the Federal Communications Commission to monitor industry
trends. The Federal Communications Commission's new rules are not yet effective
and therefore are subject to reconsideration and modification in subsequent
proceedings. At this time, Cox Radio cannot predict the impact of these new
rules on it or its stations.
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<PAGE> 21
Proposed Changes
Congress and the Federal Communications Commission have under
consideration, and may in the future consider and adopt, new laws, regulations
and policies regarding a wide variety of matters that could, directly or
indirectly:
- Affect the operation, ownership and profitability of Cox Radio and its
radio broadcast stations;
- Result in the loss of audience share and advertising revenue of Cox
Radio's radio broadcast stations; and
- Affect the ability of Cox Radio to acquire additional radio broadcast
stations or to finance such acquisitions.
Such matters include, for example:
- Changes to the license renewal process;
- Proposals to impose spectrum use fees or other governmentally-imposed
fees upon licensees;
- Proposals to adopt equal employment opportunity rules and other matters
relating to minority and female involvement in broadcasting;
- Proposals to repeal or modify some or all of the Federal Communications
Commission's multiple ownership rules and/or policies;
- Proposals to modify the attribution rules, such as increasing the
benchmarks or thresholds for attributing ownership interests in broadcast
media;
- Proposals to change rules or policies relating to political broadcasting;
- Technical and frequency allocation matters, including those relative to
the implementation of digital audio broadcasting, satellite digital audio
radio service, and AM stereo broadcasting;
- Proposals to permit expanded use of FM translator stations and low power
FM stations;
- Proposals to restrict or prohibit the advertising of beer, wine and other
alcoholic beverages on radio;
- Changes in the Federal Communications Commission's alien ownership rules
and policies;
- Changes in the Federal Communications Commission's cross-ownership rules;
- Changes to technical requirements for broadcast services;
- Proposals to allow telephone companies to deliver audio and video
programming to homes through existing phone lines; and
- Proposals to limit the tax deductibility of advertising expenses by
advertisers.
Cox Radio cannot predict what other matters might be considered in the
future, nor can it judge in advance what impact, if any, the implementation of
any of these proposals or changes might have on its business.
SEASONALITY
Seasonal revenue fluctuations are common in the radio broadcasting industry
and are due primarily to fluctuations in advertising expenditures. Cox Radio's
revenues and broadcast cash flows are typically lowest in the first quarter and
higher in the second and fourth quarters.
EMPLOYEES
As of December 31, 1999, Cox Radio employed 1,272 full-time and 524
part-time employees. Of these employees, 10 were represented by American
Federation of Television and Radio Announcers. Cox Radio considers its employee
relations to be satisfactory.
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<PAGE> 22
Cox Radio employs several on-air personalities with large audiences in
their respective markets. Cox Radio enters into employment agreements with
certain on-air personalities in order to protect its interests in these employee
relationships. Cox Radio does not believe that the loss of any one of these
on-air personalities would have a material adverse effect on Cox Radio's
financial condition or results of operations.
PATENTS AND TRADEMARKS
Cox Radio owns numerous domestic trademark registrations related to the
business of Cox Radio's stations. Cox Radio owns no patents or patent
applications. Cox Radio does not believe that any of its trademarks are material
to its business or operations.
FORWARD-LOOKING STATEMENTS
Any matters discussed or incorporated by reference in this Form 10-K that
are not historical facts are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Any expressions
that indicate future events and trends identify forward-looking statements.
These forward-looking statements are subject to risks and uncertainties that
could cause actual results to differ materially from historical results, results
Cox Radio anticipates or results expressed or implied by such forward-looking
statements. These risks and uncertainties include, among others:
- General economic and business conditions, both nationally and in the
regions in which Cox Radio operates;
- Technology changes;
- Competition;
- Changes in business strategy or development plans;
- The ability to attract and retain qualified personnel;
- Existing governmental regulations and changes in, or the failure to
comply with, governmental regulations; and
- Liability and other claims asserted against Cox Radio.
Cox Radio undertakes no obligation to update any forward-looking statements
or to release publicly the results of any revisions to forward-looking
statements made in this Form 10-K to reflect events or circumstances after the
date of this Form 10-K or to reflect the occurrence of unanticipated events.
Additional factors that could have a material and adverse impact on Cox
Radio's business are set forth below.
RISK FACTORS
The following factors (in addition to others) could have a material and
adverse impact on Cox Radio's business:
Risks Associated with Cox Radio's Acquisition Strategy
A principal component of Cox Radio's business strategy is the acquisition
of additional radio stations. In addition to the pending transactions described
herein, Cox Radio intends to continue to evaluate the acquisition of additional
radio stations or radio station groups. There can be no assurance that future
acquisitions will be available on attractive terms. In addition, there can be no
assurance that any synergies or savings will be achieved as a result of any
acquisitions, that the integration of Cox Radio and new stations or management
groups can be accomplished successfully or on a timely basis or that Cox Radio's
acquisition strategy can be implemented. Although Cox Radio has entered into
definitive agreements regarding the pending transactions described herein, there
can be no assurance that any of the pending
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<PAGE> 23
transactions will be consummated. Consummation of the pending transactions is
subject to certain closing conditions, including the receipt of Federal
Communications Commission approvals, which receipt cannot be assured.
Competition
The radio broadcasting industry is a highly competitive business. Cox
Radio's radio stations compete against other radio stations and other media
(including new media technologies that are being developed or introduced) for
audience share and advertising revenue. Factors that are material to a station's
competitive position include management experience, the stations' audience share
rank in its market, transmitter power, assigned frequency, audience
characteristics, local program acceptance, and the number and characteristics of
other stations in the market area. Recent changes in the law and in Federal
Communications Commission rules and policies have increased the number of radio
stations a broadcaster may own in a given market and permit, within limits,
joint arrangements with other stations in a market relating to programming,
advertising sales, and station operations. Management believes that radio
stations that elect to take advantage of these opportunities may, in certain
circumstances, have lower operating costs and may be able to offer advertisers
more attractive rates and services. No assurance can be given that any of Cox
Radio's stations will be able to maintain or increase their current audience
ratings and advertising revenue share.
Government Regulation of the Broadcasting Industry
The radio broadcasting industry is subject to extensive and changing
regulation. Among other things, the Communications Act of 1934, as amended, and
Federal Communications Commission rules and policies limit the number of radio
stations that one entity can own in a given market. The Communications Act of
1934, as amended, and Federal Communications Commission rules and policies also
require Federal Communications Commission approval for transfers of control and
assignments of Federal Communications Commission licenses. The filing of
petitions or complaints against Federal Communications Commission licensees such
as Cox Radio could result in the Federal Communications Commission delaying the
grant of, or refusing to grant, its consent to the assignment of licenses to or
from a Federal Communications Commission licensee or the transfer of control of
a Federal Communications Commission licensee. In certain circumstances, the
Communications Act of 1934, as amended, and Federal Communications Commission
rules will operate to impose limitations on alien ownership and voting of Cox
Radio's common stock. There can be no assurance that there will be no changes in
the current regulatory scheme, the imposition of additional regulations or the
creation of new regulatory agencies, which changes could restrict or curtail the
ability of Cox Radio to acquire, operate and dispose of stations or, in general,
to compete profitably with other operators of radio and other media properties.
Each of Cox Radio's radio stations operates pursuant to one or more
licenses issued by the Federal Communications Commission. Under Federal
Communications Commission rules, radio licenses are granted for a term of eight
years. Cox Radio's licenses expire at various times between the years 2004 and
2006. Although Cox Radio has applied or will apply to renew these licenses,
third parties may challenge Cox Radio's renewal applications. While Cox Radio is
not aware of facts or circumstances that would prevent it from having its
current licenses renewed, there can be no assurance that the licenses will be
renewed. Failure to obtain the renewal of any of Cox Radio's broadcast licenses
or to obtain Federal Communications Commission approval for an assignment or
transfer to Cox Radio of a license in connection with a radio station
acquisition may have a material adverse effect on Cox Radio's business and
operations. In addition, if Cox Radio or any of its officers, directors or
significant stockholders materially violates the Federal Communications
Commission's rules and regulations or the Communications Act of 1934, as
amended, is convicted of a felony or is found to have engaged in unlawful
anticompetitive conduct or fraud upon another government agency, the Federal
Communications Commission may, in response to a petition from a third party or
on its own initiative, in its discretion, commence a proceeding to impose
sanctions upon Cox Radio which could involve the imposition of monetary fines,
the revocation of Cox Radio's broadcast licenses or other sanctions. If the
Federal Communications Commission were to
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issue an order denying a license renewal application or revoking a license, Cox
Radio would be required to cease operating the applicable radio station only
after Cox Radio had exhausted all rights to administrative and judicial review
without success.
Control of Cox Radio by Cox Enterprises and Potential Conflicts of Interest
Cox Enterprises, through wholly-owned subsidiaries, owns approximately 68%
of the outstanding common stock of Cox Radio and has approximately 95% of the
voting power of Cox Radio. As a result, Cox Enterprises has sufficient voting
power to elect all the members of the Board of Directors of Cox Radio and effect
transactions without the approval of Cox Radio's public stockholders. Cox
Radio's Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws also contain certain anti-takeover provisions. The interests of
Cox Enterprises, which operates businesses in other industries, including
television broadcasting, broadband communications, auto auctions and newspapers,
may from time to time diverge from the interests of Cox Radio. In addition, from
time to time, Cox Radio enters into transactions with Cox Enterprises or its
affiliates and has entered into a credit facility with Cox Enterprises.
Conflicts of interest between Cox Radio and Cox Enterprises could arise with
respect to business dealings between them, including potential acquisitions of
businesses or properties, the issuance of additional securities and the election
of new or additional members of Cox Radio's Board of Directors. The Audit
Committee of Cox Radio's Board of Directors consists of independent directors
and addresses certain potential conflicts of interest that may arise between Cox
Radio and Cox Enterprises and its other affiliates. There can be no assurance
that any conflicts of interest will be resolved in favor of Cox Radio.
ITEM 2. PROPERTIES
Cox Radio's corporate offices are located in Atlanta, Georgia. The types of
properties required to support each of Cox Radio's stations include offices,
studios, transmitter sites and antenna sites. The transmitter sites and antenna
sites generally are located so as to provide maximum market coverage.
Cox Radio owns transmitter and antenna sites in:
- Atlanta;
- Houston;
- Jacksonville;
- Long Island;
- Louisville;
- Orlando;
- Richmond;
- San Antonio;
- Tampa; and
- Tulsa.
Cox Radio leases transmitter and antenna sites in:
- Atlanta;
- Birmingham;
- Dayton;
- Honolulu;
- Houston;
- Jacksonville;
- Long Island;
- Louisville;
- Miami;
- Orlando;
- Richmond;
- San Antonio;
- Southern Connecticut;
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- Tampa; and
- Tulsa.
Cox Radio owns studio and office facilities in:
- Birmingham;
- Jacksonville;
- Long Island;
- Miami; and
- Orlando.
Cox Radio leases studio and office facilities in:
- Atlanta;
- Birmingham;
- Dayton;
- Honolulu;
- Houston;
- Louisville;
- Orlando;
- Richmond;
- San Antonio;
- Southern Connecticut;
- Tampa; and
- Tulsa.
Cox Radio generally considers its facilities to be suitable and of adequate
size for their current and intended purposes. Cox Radio does not anticipate any
difficulties in renewing any facility leases or in leasing additional space, if
required.
Cox Radio owns substantially all of its other equipment, consisting
principally of transmitting antennae, transmitters, studio equipment and general
office equipment. The towers, antennae and other transmission equipment used by
Cox Radio's stations are generally in good condition, although opportunities to
upgrade facilities are continuously reviewed.
ITEM 3. LEGAL PROCEEDINGS
Cox Radio is a party to various legal proceedings which are ordinary and
incidental to its business. Management does not expect that any legal
proceedings currently pending will have a material adverse impact on Cox Radio's
consolidated financial position, results of operations or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference to Cox
Radio's 1999 Annual Report to Stockholders.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected financial data have been derived from the
Consolidated Financial Statements of Cox Radio. The data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Consolidated Financial Statements of Cox
Radio and notes thereto included elsewhere herein. The statements of operations
data, other operating data and balance sheet data as of and for the years ended
December 31, 1999, 1998, 1997, 1996 and 1995 have been derived from audited
Consolidated Financial Statements of Cox Radio.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
1999 1998 1997 1996 1995
------ ------ ------ ------- ------
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Net revenues(1)............................. $300.5 $261.2 $199.6 $ 132.9 $123.6
Station operating expenses.................. 183.9 167.0 129.8 91.9 90.0
Corporate general and administrative
expenses.................................. 10.1 8.4 6.9 5.3(2) 5.9(2)
Depreciation and amortization............... 29.1 23.4 17.4 8.1 7.2
(Gain) on sales of radio stations........... (40.5) -- (49.1) (2.0) --
------ ------ ------ ------- ------
Operating income............................ 117.9 62.4 94.6 29.6 20.5
Interest expense, net....................... 22.8 16.9 9.4 4.6 6.0
Net income.................................. 55.3 23.0 49.7 14.9 8.2
Basic income per common share............... 1.92 .81 1.75 .69 --(3)
Diluted income per common share............. 1.91 .80 1.75 .69 --(3)
OTHER OPERATING DATA:
Broadcast cash flow(4)...................... $116.6 $ 94.2 $ 69.8 $ 41.0 $ 33.6
Broadcast cash flow margin(4)............... 38.8% 36.1% 35.0% 30.9% 27.2%
EBITDA(4)................................... $106.5 $ 85.8 $ 62.9 $ 35.7 $ 27.7
After-tax cash flow(4)...................... 62.3 52.2 44.1 24.0 15.0
Net cash provided by operating activities... 56.1 47.2 42.2 26.9 14.0
Net cash used in investing activities....... 179.1 115.1 285.1 62.6 17.3
Net cash provided by financing activities... 131.2 68.1 238.5 44.6 3.1
BALANCE SHEET DATA (END OF PERIOD):
Cash and cash equivalents................... $ 14.7 $ 6.5 $ 6.2 $ 10.6(5) $ 1.7
Intangible assets, net...................... 829.3 590.7 518.9 138.1 126.8
Total assets................................ 986.6 753.1 654.6 261.7 191.8
Total debt (including amounts due from/to
Cox Enterprises).......................... 437.2 269.9 232.6 -- 125.1
</TABLE>
- ---------------
(1) Total revenues less advertising agency commissions.
(2) Certain executives participated in Cox Enterprises' Unit Appreciation Plan.
Because Cox Enterprises is, and Cox Radio was, a private company, the
benefits under the Unit Appreciation Plan are generally payable in cash.
This cash payment option has resulted in charges to compensation expense of
$2.5 million and $1.6 million for the years ended December 31, 1996 and
1995, respectively. This compensation expense is included in historical
corporate general and administrative expenses. Public companies
traditionally implement stock award plans that provide for the issuance of
stock to participants and do not result in compensation expense under
accounting standards followed by Cox Radio. Cox Radio implemented the Cox
Radio Long-Term Incentive Plan in 1996 and, therefore, has not incurred this
expense since 1996. In addition, for the year ended December 31, 1995,
corporate general and administrative expenses include a nonrecurring
corporate charge.
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(3) Cox Radio became publicly traded on the New York Stock Exchange effective
September 27, 1996. Earnings per common share calculations for 1995 have not
been disclosed because the dissimilarity of the previous capital structure
of Cox Radio precludes a meaningful comparison.
(4) "Broadcast cash flow" consists of net revenues less station operating
expenses. "Broadcast cash flow margin" is broadcast cash flow as a
percentage of net revenues. "EBITDA" is operating income excluding the gain
on sales of radio stations plus depreciation and amortization. "After-tax
cash flow" is income (loss) before extraordinary items excluding gain on
sales of radio stations plus depreciation, amortization and deferred tax
expense. Although broadcast cash flow, broadcast cash flow margin, EBITDA
and after-tax cash flow are not recognized under generally accepted
accounting principles, they are accepted by the broadcasting industry as
generally recognized measures of performance and are used by analysts who
report publicly on the condition and performance of broadcast companies. For
the foregoing reasons, Cox Radio believes that these measures are useful to
investors. However, investors should not consider these measures to be an
alternative to operating income as determined in accordance with generally
accepted accounting principles, an alternative to cash flows from operating
activities (as a measure of liquidity) or an indicator of Cox Radio's
performance under generally accepted accounting principles.
(5) 1996 amount includes $9.1 million in restricted cash, representing the net
proceeds from disposition of WIOD-AM in Miami, net of the cash used for the
acquisition of KRAV-FM and KGTO-AM in Tulsa.
UNAUDITED QUARTERLY FINANCIAL INFORMATION
The following table sets forth selected quarterly financial information for
Cox Radio. This information is derived from unaudited financial statements of
Cox Radio and includes, in the opinion of management, only normal and recurring
adjustments that management considers necessary for a fair presentation of the
results for such periods. The operating results for any quarter are not
necessarily indicative of results for any future period.
<TABLE>
<CAPTION>
1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
(THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C>
1999
Net revenues.......................................... $60,373 $78,585 $79,754 $81,782
Corporate general and administrative expenses......... 2,186 2,409 2,673 2,770
Depreciation and amortization......................... 6,358 6,856 7,544 8,354
Operating income...................................... 11,160 61,223(1) 23,776(2) 21,775
Net income............................................ 3,824 32,674 10,060 8,702
Net income per common share -- basic.................. .13 1.14 .35 .30
Net income per common share -- diluted................ .13 1.13 .35 .30
1998
Net revenues.......................................... $52,060 $69,161 $69,155 $70,837
Corporate general and administrative expenses......... 1,875 2,057 1,992 2,538
Depreciation and amortization......................... 5,361 5,593 6,144 6,303
Operating income...................................... 9,331 16,581 18,584 17,888
Net income............................................ 2,775 6,345 7,020 6,900
Net income per common share -- basic.................. .10 .22 .25 .24
Net income per common share -- diluted................ .10 .22 .24 .24
</TABLE>
- ---------------
(1) Includes a pre-tax gain on the sale of Cox Radio's stations in Syracuse, New
York of approximately $39.2 million.
(2) Includes a pre-tax gain on the sale of WRVI-FM and WLSY-FM in Louisville,
Kentucky of approximately $1.6 million.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Cox Radio is a leading national radio broadcast company whose business is
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 performance of a radio station group, such as Cox Radio, is customarily
measured by its ability to generate Broadcast Cash Flow, EBITDA and After-tax
Cash Flow. Broadcast Cash Flow is defined as
25
<PAGE> 28
net revenues less station operating expenses. EBITDA is defined as operating
income excluding the gain on sales of radio stations plus depreciation and
amortization. After-tax Cash Flow is defined as income (loss) before
extraordinary items excluding gain on sales of radio stations plus depreciation,
amortization and deferred tax expense. Although Broadcast Cash Flow, EBITDA and
After-tax Cash Flow are not recognized under generally accepted accounting
principles, they are accepted by the broadcasting industry as generally
recognized measures of performance and are used by analysts who report publicly
on the condition and performance of broadcasting companies. For the foregoing
reasons, Cox Radio believes that these measures will be useful to investors.
However, Broadcast Cash Flow, EBITDA or After-tax Cash Flow should not be
considered to be an alternative to operating income or cash flows from operating
activities (as a measure of liquidity), each as determined in accordance with
generally accepted accounting principles, or an indicator of Cox Radio's
performance under generally accepted accounting principles.
The primary source of Cox Radio's revenues is the sale of local and
national advertising. Historically, approximately 73% and 25% of Cox Radio's net
revenues have been generated from local and national advertising, respectively.
Cox Radio's most significant station operating expenses are employees' salaries
and benefits, commissions, programming expenses and advertising and promotional
expenditures.
Cox Radio's revenues vary throughout the year. As is typical in the radio
broadcasting industry, Cox Radio's revenues and broadcast cash flows are
typically lowest in the first quarter and higher in the second and fourth
quarters. Cox Radio's operating results in any period may be affected by the
incurrence of advertising and promotional expenses that do not necessarily
produce commensurate revenues until the impact of the advertising and promotion
is realized in future periods.
RESULTS OF OPERATIONS
This discussion should be read in conjunction with the accompanying audited
Consolidated Financial Statements and Notes thereto of Cox Radio. The results of
operations for Cox Radio represent the operations of the radio stations
currently owned or operated or to which sales and marketing services were
provided. The financial statements for periods prior to 1997 do not necessarily
reflect the results of operations or financial position that would have been
reported had Cox Radio been an independent company.
Year Ended December 31, 1999 Compared with Year Ended December 31, 1998
Net Revenues. Net revenues increased $39.3 million to $300.5 million, a
15.0% increase over the prior year. This increase was primarily as a result of
the acquisition of radio stations in Long Island, New York; Tampa, Florida;
Louisville, Kentucky; Honolulu, Hawaii; Jacksonville, Florida; New Haven,
Connecticut; Stamford-Norwalk, Connecticut; Atlanta, Georgia; and Miami, Florida
and offset somewhat by the disposition of stations in Syracuse, New York and the
disposition of the operations of KFI-AM and KOST-FM in Los Angeles, California.
In addition, the stations in Atlanta, Georgia; Miami, Florida; and Orlando,
Florida had increases in net revenues that were realized as a result of
continued strong ratings performance. On a "same station" basis (reflecting
results from stations operated for the entire year ended December 31 in both
1999 and 1998), net revenues increased $19.1 million to $202.7 million, an
increase of 10.4% over 1998.
Station Operating Expenses. Station operating expenses increased $17.0
million to $184.0 million, an increase of 10.2% over the prior year, primarily
as a result of Cox Radio's acquisitions as discussed above. Additionally,
significant contributions to this increase came from higher programming costs
resulting from an increase in talent costs (which fluctuate with ratings) and
additional selling expenses associated with the stations' local and national
revenue growth. On a "same station" basis, station operating expenses increased
$5.6 million to $128.8 million, an increase of 4.6% over 1998.
Broadcast Cash Flow. Broadcast cash flow increased $22.3 million to $116.6
million, a 23.7% increase over 1998, for the reasons noted above. On a "same
station" basis, broadcast cash flow increased by $13.5 million to $73.8 million,
an increase of 22.3% over the prior year. In addition, "same station" broadcast
cash flow margin increased to 36.4% in 1999 from 32.9% for the prior year.
26
<PAGE> 29
Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased $1.6 million to $10.1 million in 1999
primarily due to increased costs related to growth in the number of stations and
information technology costs.
Operating Income. Operating income increased $55.6 million to $117.9
million, an increase of 89% over 1998, primarily as a result of a $39.2 million
pre-tax gain on the sale of Cox Radio's stations in Syracuse, New York, a $1.6
million pre-tax gain on the sale of WRVI-FM and WLSY-FM in Louisville, Kentucky
and for the reasons discussed above. In addition, operating margin increased to
39.2% in 1999 from 23.9% in 1998.
Interest Expense. Interest expense for 1999 totaled $23.2 million as
compared to $17.6 million during 1998 primarily as a result of borrowings
incurred to complete Cox Radio's acquisitions during 1999 and 1998.
Net Income. Net income increased $32.2 million in 1999 to $55.3 million
primarily as a result of a $23.5 million after-tax gain on the sale of Cox
Radio's stations in Syracuse, New York, a $0.9 million after-tax gain on the
sale of WRVI-FM and WLSY-FM in Louisville, Kentucky and for the reasons
discussed above.
Year Ended December 31, 1998 Compared with Year Ended December 31, 1997
Net Revenues. Net revenues increased $61.6 million to $261.2 million, a
30.9% increase over the prior year. This increase was primarily attributable to
Cox Radio's 1997 acquisitions, the largest being the NewCity Communications
acquisition, and was also attributable to significant percentage increases in
net revenues at Cox Radio's stations in Atlanta, Georgia; Miami, Florida; and
Louisville, Kentucky as a result of continued strong ratings. On a "same
station" basis (reflecting results from stations operated for the entire year
ended December 31 in both 1998 and 1997), net revenues increased $17.4 million
to $157.1 million, an increase of 12.5% over 1997.
Station Operating Expenses. Station operating expenses increased $37.2
million to $167.0 million, an increase of 28.7% over the prior year, primarily
as a result of Cox Radio's 1997 acquisitions as discussed above. Additionally,
higher programming costs resulting from an increase in talent costs (which
fluctuate with ratings) and additional selling expenses associated with the
stations' local and national revenue growth contributed to this increase. On a
"same station" basis, station operating expenses increased $5.8 million to $93.2
million, an increase of 6.6% over 1997.
Broadcast Cash Flow. Broadcast cash flow increased $24.4 million to $94.2
million, a 35.0% increase over 1997, for the reasons noted above. On a "same
station" basis, broadcast cash flow increased by $11.6 million to $63.9 million,
an increase of 22.2% over the prior year. In addition, "same station" broadcast
cash flow margin increased to 40.7% in 1998 from 37.5% for the prior year.
Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased $1.6 million to $8.5 million in 1998 primarily
due to increased costs related to growth in the number of stations and
information technology costs.
Operating Income. Operating income increased $16.9 million to $62.4
million, an increase of 37.2% over 1997, for the reasons noted above. In
addition, the operating margin increased to 23.9% in 1998 from 22.8% in 1997.
Interest Expense. Interest expense for 1998 totaled $16.9 million as
compared to $9.4 million during 1997, primarily as a result of borrowings
incurred to complete Cox Radio's acquisitions during 1997 and 1998. Such
expenses were partially offset by interest income earned during the first
quarter of 1997.
Net Income. Net income decreased by $26.7 million from 1997 to $23.0
million primarily as a result of an after-tax gain of approximately $29.3
million on the sale of WCKG-FM and WYSY-FM in Chicago, Illinois during March
1997. Excluding this gain, net income increased $2.6 million over the prior year
for the reasons discussed above.
27
<PAGE> 30
LIQUIDITY AND CAPITAL RESOURCES
Cox Radio's primary source of liquidity is cash provided by operations.
Historically, cash requirements have been funded by Cox Radio's operating
activities and through borrowings under Cox Radio's bank credit facility. In
addition, cash requirements have been funded on a temporary basis through
intercompany advances from Cox Enterprises under a revolving credit facility.
Cox Radio's borrowings under the Cox Enterprises revolving credit facility are
typically repaid within 30 days and accrue interest at Cox Enterprises'
commercial paper rate plus .40%. Cox Enterprises continues to perform day-to-day
cash management services for Cox Radio. Cox Radio had approximately $17.1
million in amounts due to Cox Enterprises at December 31, 1999 and approximately
$30.3 million in amounts due from Cox Enterprises at December 31, 1998.
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 Cox Radio's 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 Cox Radio's debt to EBITDA. Cox Radio borrowed
approximately $110 million under this bank credit facility to consummate the
NewCity Communications acquisition. 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.
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.
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, which have been exchanged for
notes which have been registered under the Securities Act of 1933. The 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. 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.
28
<PAGE> 31
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.
Future cash requirements are expected to include capital expenditures,
principal and interest payments on indebtedness and funds for acquisitions. Cox
Radio expects its operations to generate sufficient cash to meet its capital
expenditures and debt service requirements. Additional cash requirements,
including funds for pending or other acquisitions, will be funded by various
sources, including the proceeds from bank financing and, if or when appropriate,
other issuances of Cox Radio securities.
Net cash provided by operating activities for the year ended December 31,
1999 increased $8.8 million to $56.1 million over 1998 primarily as a result of
an increase in net income, excluding the gains on the sale of the Syracuse, New
York stations as well as the sale of WRVI-FM and WLSY-FM in Louisville,
Kentucky, an increase in non-cash charges for depreciation and amortization and
the net change in working capital accounts. Net cash provided by operating
activities for 1998 increased $5.0 million over 1997 to $47.2 million, primarily
as a result of an increase in net income, excluding the gain on WCKG-FM and
WYSY-FM in Chicago, Illinois, an increase in non-cash charges for depreciation
and amortization and the net change in working capital accounts. Net cash
provided by operating activities for 1997 increased $15.3 million over 1996 to
$42.2 million, primarily as a result of an increase in net income.
Net cash used in investing activities for all periods presented principally
reflects Cox Radio's acquisition activity discussed above and the net change in
amounts due to or from Cox Enterprises.
Net cash provided by financing activities represents the proceeds from Cox
Radio's public debt offering, borrowings and repayments of debt, proceeds from
issuance of common stock related to incentive plans and net changes in book
overdrafts. Fluctuations for the periods presented generally reflect the
differences between changes in both cash flows from operating activities and
cash flows from investing activities.
Cox Radio has contractual commitments for sports programming and on-air
personalities of $13.8 million, $14.8 million, $14.3 million, $14.8 million,
$15.6 million and $0.2 million for 2000, 2001, 2002, 2003, 2004 and thereafter,
respectively, which are expected to be funded through operations.
IMPACT OF INFLATION
The impact of inflation on Cox Radio's operations has not been significant
to date. However, there can be no assurance that a high rate of inflation in the
future would not have an adverse impact on Cox Radio's operating results.
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
29
<PAGE> 32
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
Cox Radio's financial statements upon adoption of FASB No. 133 currently has not
been determined.
IMPACT OF YEAR 2000 ISSUE
Introduction
The term "year 2000 issue" is a general term used to describe the various
problems that may result from the improper processing of dates and
date-sensitive calculations by computers and other machinery as the year 2000
was approached and reached. Our failure to appropriately address a material year
2000 issue, or the failure by any third parties who provide goods or services
that are critical to our business activities to appropriately address their year
2000 issues, could have a material adverse effect on our financial condition,
liquidity or results of operations.
State of Readiness
Since entering the year 2000, we have not experienced any significant
disruptions related to the year 2000 issue, nor are we aware of any significant
year 2000 related disruptions impacting any third parties who provide goods or
services that are critical to our business activities. While we will continue to
monitor our business critical information technology assets, we do not
anticipate that we, nor the above mentioned third parties, will experience any
significant year 2000 related disruptions on our internal systems.
Costs to Address the Year 2000 Issue
Costs incurred to achieve the year 2000 readiness were charged to expense
as incurred. Such costs include both internal resources dedicated to achieving
year 2000 compliance, as well as costs of independent consultants retained to
assess our year 2000 initiative. The total costs related to our year 2000
initiative will total less than $1 million. Substantially all of these costs
were incurred prior to December 31, 1999.
Risks and Reasonably Likely Worst Case Scenarios
The failure to correct a material Year 2000 problem could result in system
failures leading to a disruption in, or failure of certain normal business
activities or operations. Such failures could materially and adversely affect
Cox Radio's results of operations, liquidity and financial condition. In spite
of the general uncertainty inherent in the Year 2000 problem, resulting in part
from the uncertainty of the Year 2000 readiness of third-party suppliers and
customers, Cox Radio is unaware at this time of any material consequences of
Year 2000 failures that would have a material impact on Cox Radio's results of
operations, liquidity or financial condition.
Contingency Plans
In the normal course of business, we maintain and deploy contingency plans
designed to address potential business interruptions. We completed risk
assessment under our year 2000 initiative for each business unit, and developed
further contingency plans specifically related to the year 2000 issue. These
contingency plans remain in place in case of a year 2000 related disruption to
our internal systems, or to the systems of third parties which provide goods or
services that are critical to our business activities.
30
<PAGE> 33
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Interest rate risk is the risk that the Company will incur economic losses
due to adverse changes in interest rates. The Company manages interest-rate risk
through the use of fixed- and floating-rate debt, and through the use of
derivatives.
In 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, which have been exchanged for notes which
have been registered under the Securities Act of 1933. The 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. 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 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. 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.
Borrowings under the bank credit facility approximate fair value based upon the
current borrowing rates available to Cox Radio.
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
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 Cox Radio's 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.
31
<PAGE> 34
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 14, 2000 as to Note 16)
32
<PAGE> 35
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.
33
<PAGE> 36
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.
34
<PAGE> 37
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.
35
<PAGE> 38
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.
36
<PAGE> 39
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.
37
<PAGE> 40
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).
38
<PAGE> 41
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.
39
<PAGE> 42
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.
In March 1998, Cox Radio acquired KONO-FM and KONO-AM in San Antonio, Texas
for consideration of $23 million.
40
<PAGE> 43
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.
41
<PAGE> 44
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>
42
<PAGE> 45
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>
43
<PAGE> 46
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.
44
<PAGE> 47
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
45
<PAGE> 48
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.
46
<PAGE> 49
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
47
<PAGE> 50
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.
48
<PAGE> 51
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
49
<PAGE> 52
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>
50
<PAGE> 53
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
51
<PAGE> 54
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>
52
<PAGE> 55
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.
Cox Radio is a party to various legal proceedings that are ordinary and
incidental to its business. Management does not expect that any 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, 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.
53
<PAGE> 56
COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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.
54
<PAGE> 57
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The information required by this Item is incorporated by reference to Cox
Radio's Proxy Statement for the 2000 Annual Meeting of Stockholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to Cox
Radio's Proxy Statement for the 2000 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference to Cox
Radio's Proxy Statement for the 2000 Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by reference to Cox
Radio's Proxy Statement for the 2000 Annual Meeting of Stockholders.
PART IV
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)
</TABLE>
55
<PAGE> 58
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
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
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.
(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).
(b) No Reports on Form 8-K.
56
<PAGE> 59
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/ ROBERT F. NEIL
------------------------------------
Robert F. Neil
President and Chief Executive
Officer
Date: March 15, 2000
POWER OF ATTORNEY
Cox Radio, Inc., a Delaware corporation, and each person whose signature
appears below, constitutes and appoints Robert F. Neil and Maritza C. Pichon,
and either of them, with full power to act without the other, such person's true
and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him and her and in his or her name, place and stead, in any
and all capacities, to sign this Annual Report on Form 10-K and any and all
amendments to such Annual Report on Form 10-K and other documents in connection
therewith, and to file the same and all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to do and
perform each and every act and thing necessary or desirable to be done in and
about the premises, as fully to all intents and purposes as he or she might or
could do in person, thereby ratifying and confirming all that said
attorneys-in-fact, or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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>
/s/ NICHOLAS D. TRIGONY Chairman of the Board of March 15, 2000
- -------------------------------------------------------- Directors
Nicholas D. Trigony
/s/ ROBERT F. NEIL President and Chief Executive March 15, 2000
- -------------------------------------------------------- Officer; Director
Robert F. Neil (principal executive
officer)
/s/ MARITZA C. PICHON Chief Financial Officer March 15, 2000
- -------------------------------------------------------- (principal accounting
Maritza C. Pichon officer and principal
financial officer)
/s/ JAMES C. KENNEDY Director March 15, 2000
- --------------------------------------------------------
James C. Kennedy
/s/ DAVID E. EASTERLY Director March 15, 2000
- --------------------------------------------------------
David E. Easterly
/s/ ERNEST D. FEARS, JR. Director March 15, 2000
- --------------------------------------------------------
Ernest D. Fears, Jr.
</TABLE>
57
<PAGE> 60
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ PAUL M. HUGHES Director March 15, 2000
- --------------------------------------------------------
Paul M. Hughes
/s/ MARC W. MORGAN Director March 15, 2000
- --------------------------------------------------------
Marc W. Morgan
/s/ RICHARD F. FERGUSON Director March 15, 2000
- --------------------------------------------------------
Richard F. Ferguson
</TABLE>
58
<PAGE> 61
SCHEDULE II
COX RADIO, INC.
VALUATION AND QUALIFYING ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS
<TABLE>
<CAPTION>
BALANCE AS OF ASSUMED IN CHARGES TO
BEGINNING BUSINESS COSTS AND BALANCE AS OF
FOR THE FISCAL YEARS ENDED DECEMBER 31, OF PERIOD COMBINATION EXPENSES DEDUCTIONS END OF PERIOD
- --------------------------------------- ------------- ----------- ---------- ---------- -------------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
1999.................................. $2,862 $ -- $1,772 $1,668 $2,966
1998.................................. 1,875 -- 1,577 590 2,862
1997.................................. 834 705 1,139 803 1,875
</TABLE>
59
<PAGE> 1
EXHIBIT 10.7
COX RADIO, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE OF THE PLAN
The purpose of the Cox Radio, Inc. 1999 Employee Stock Purchase Plan
(the "Plan") is to provide a method by which eligible employees of Cox Radio,
Inc. ("Company") and its subsidiary corporations may purchase shares of Class A
Common Stock of the Company ("Shares") by payroll deductions and at favorable
prices. By this means, eligible employees will be given an opportunity to
acquire an additional interest in the economic progress of the Company and a
further incentive to promote the best interest of the Company. The Plan is
intended to meet the requirements for an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986, as amended, (the "Code") and
is to be interpreted and applied consistent with those requirements. The Plan
shall be effective as of the day it is approved by the shareholders of the
Company.
2. ELIGIBILITY TO PARTICIPATE
Any regular employee of the Company and of its subsidiary corporations
who has been employed by the Company since February 1, 1999 is eligible to
participate in the Plan. For this purpose, prior employment with a radio
station acquired by the Company on or before August 1, 1999 through a purchase
or exchange of assets or a purchase of stock will be counted as employment with
the Company. A "regular employee" means any employee regularly scheduled to
work at least 20 hours per week, including any such person on an authorized
leave of absence. Notwithstanding the foregoing, any employee who, after
purchasing Shares under the Plan, would own 5 percent or more of the total
combined voting power or value of all classes of stock of the Company, or any
parent corporation or subsidiary corporation thereof, is not eligible to
participate in the Plan. Ownership of stock is determined in accordance with
the provisions of Section 424(d) of the Code. For all Plan purposes, the terms
"parent corporation" and "subsidiary corporation" have the meanings set forth
in Sections 424(e) and (f) of the Code, respectively.
3. NUMBER OF SHARES TO BE OFFERED
An aggregate 250,000 Shares will be offered for subscription under the
Plan.
4. PURCHASE PRICE
The purchase price per Share offered under this Plan will be 85
percent of the "Fair Market Value" of a Share determined as of the "Grant
Date." "Fair Market Value" means the average of the closing prices per Share as
reflected by composite transactions on the national securities exchange on
which the Shares are listed throughout a period of the last ten (10) trading
days ending on and including the Grant Date. The "Grant Date" will be August 2,
1999.
<PAGE> 2
5. OFFERING OF SHARES FOR SUBSCRIPTION
Shares will be offered to eligible employees for subscription during
the period beginning with the Grant Date and ending on the date 45 days
thereafter (the "Subscription Period"). To subscribe, an eligible employee must
complete, sign and deliver a subscription agreement to the Company no later
than the last day of the Subscription Period. In the subscription agreement,
the employee shall indicate the dollar amount of Shares for which the employee
is subscribing to purchase (the "Subscription Amount").
6. METHOD OF PAYMENT
Payment of an employee's Subscription Amount will be made through
payroll deductions, and an employee's participation in the Plan is contingent
on the employee providing the Company with written authorization to withhold
payroll deductions. The Subscription Amount shall be withheld from the
employee's pay in substantially equal installments each pay day during the 25
month period beginning on the first day of the month next following the close
of the Subscription Period. Notwithstanding the foregoing, an employee may
arrange to pay any installment due for any payroll period directly to the
Company in the event the employee is on an authorized unpaid leave of absence
during such payroll period.
7. LIMIT ON AMOUNT OF SHARES SUBSCRIBED
Notwithstanding an employee's subscription agreement, the maximum
amount that may be withheld from an employee's pay or otherwise paid to the
Company for the purchase of Shares over the 25 month period referenced in
Section 6 of the Plan shall not exceed $25,000. In the event of an
oversubscription of Shares, each employee's subscription shall be reduced on a
pro rata basis so that the total number of Shares subject to subscription does
not exceed the maximum number of Shares authorized under Section 3 of the Plan.
8. PURCHASE OF SHARES
Unless an employee previously has withdrawn from the Plan as provided
in Section 9 or otherwise has had his or her participation terminated as
provided in Section 11, a participating employee will be deemed to have
exercised his or her right to purchase Shares as of the Purchase Date. The
"Purchase Date" means the first day of the month next following the close of
the 25 month period referenced in Section 6 of the Plan. The number of Shares
purchased by the employee generally shall be equal to the whole number of
Shares that may be purchased with the total amount of withheld payments made by
the employee under the Plan that have not been refunded to the employee. Any
amount remaining after the purchase of full Shares will be refunded to the
employee without interest; provided, that the Committee (as defined hereafter
in Section 14), to the extent otherwise permissible, reserves the right to
authorize the purchase of fractional Shares in lieu of such refunds.
2
<PAGE> 3
9. CHANGE IN PARTICIPATION AND WITHDRAWAL FROM PLAN
A participating employee may reduce his or her Subscription Amount at
any time, but on a prospective basis only, by giving written notice to that
effect to the Company. Such a reduction shall take effect as soon as is
administratively feasible following the date as of which the Company is so
notified. An employee may withdraw from the Plan and cancel his or her
subscription at any time prior to the Purchase Date by giving written notice of
cancellation to the Company. In such event, the employee may elect to have the
entire amount he or she has paid to date applied to the purchase of whole
Shares, with any remaining amount refunded in cash to the employee, or to have
the entire amount paid to date refunded to the employee in cash without
interest. Should any installment be due and unpaid for 30 days (as in the case
of an unpaid leave of absence) without satisfactory arrangement for the payment
being made within such period, the subscription shall be canceled
automatically, the amount previously paid shall be refunded without interest to
the employee in cash and the employee shall have no right to purchase Shares
under the Plan.
10. RIGHTS NOT TRANSFERABLE
An employee's rights under the Plan belong to the employee alone and
may not be transferred or assigned to any other person during the employee's
lifetime. After Shares have been issued under the Plan, such Shares may be
assigned or transferred the same as any other Shares.
11. TERMINATION OF RIGHTS
In the case of termination of employment, including retirement or
death, the participating employee or his or her beneficiary may elect within 30
days after the happening of such event to (i) receive in cash the full amount
paid by the employee, or (ii) have the amount paid applied to the purchase of
full Shares with any remaining funds refunded in cash to the employee or to his
or her beneficiary without interest. A failure to make such election within
such 30 day period will be treated as notice of cancellation and the full
amount paid will be refunded without interest in cash to the employee. Each
employee shall be permitted to designate his or her beneficiary under this
Section 11, which designation shall be made in writing on a form prepared by or
satisfactory to the Company and shall be delivered to the Company. In the event
an employee does not so designate a beneficiary, any election rights under this
Section 11 otherwise subject to delegation to a beneficiary will be deemed
delegated to the employee's estate.
12. ISSUANCE OF SHARES
As soon as is administratively feasible after the purchase of any
Shares under the Plan, the employee or beneficiary will be issued a stock
certificate for the number of Shares purchased. The Shares will be issued only
in the name of the participating employee, or if directed by the employee or
beneficiary, in the employee's or beneficiary's name and in the name of one
other person as tenants by the entireties or joint tenants with right of
survivorship.
3
<PAGE> 4
13. APPLICATION OF FUNDS
All funds held or received by the Company under this Plan may be used
for any corporate purpose until applied to the purchase of Shares or refunded
to employees and shall not be segregated from the general assets of the
Company.
14. ADMINISTRATION
The Plan shall be administered by the Management Committee appointed
by the Board of Directors of the Company (the "Committee"). The Committee shall
prescribe such rules as it deems necessary to administer the Plan and shall
have the sole and discretionary authority to resolve any questions regarding
the interpretation or application of the terms of the Plan.
15. AMENDMENT OR DISCONTINUANCE OF PLAN
The Board of Directors of the Company shall have the right to amend,
modify or terminate the Plan at any time without notice; provided that no
employee's then existing rights are adversely affected without his or her
consent, and provided further that any amendment of the Plan, except as is
provided in Section 15 of the Plan, shall be subject to shareholder approval to
the extent required by any Federal or state law or the rules of any stock
exchange on which the Shares may be listed.
16. ADJUSTMENT OF SUBSCRIPTIONS
In the event of reorganization, recapitalization, stock split, stock
dividend, merger, consolidation or any other change in the structure of Shares
of the Common Stock of the Company, the Board of Directors of the Company may
make such adjustment as it may deem appropriate in the number, kind and
subscription price of Shares available for purchase under the Plan.
4
<PAGE> 5
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
CXR Holdings, Inc.
Cox Miami Merger Sub, Inc.
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
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 16 to the consolidated financial statements
which is dated March 14, 2000 appearing in this Annual Report on Form 10-K of
Cox Radio, Inc. for the year ended December 31, 1999.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
March 15, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF COX RADIO, INC. FOR THE YEAR ENDED DECEMBER 31, 1999 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 14,704
<SECURITIES> 0
<RECEIVABLES> 77,741
<ALLOWANCES> 2,966
<INVENTORY> 0
<CURRENT-ASSETS> 93,866
<PP&E> 96,235
<DEPRECIATION> 39,653
<TOTAL-ASSETS> 986,621
<CURRENT-LIABILITIES> 42,089
<BONDS> 420,105
0
0
<COMMON> 28,917
<OTHER-SE> 349,749
<TOTAL-LIABILITY-AND-EQUITY> 986,621
<SALES> 0
<TOTAL-REVENUES> 300,494
<CGS> 0
<TOTAL-COSTS> 183,919
<OTHER-EXPENSES> (1,359)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (23,226)
<INCOME-PRETAX> 94,826
<INCOME-TAX> 39,566
<INCOME-CONTINUING> 55,260
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 55,260
<EPS-BASIC> 1.92
<EPS-DILUTED> 1.91
</TABLE>
