<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report pursuant to Section 13 or 15(d) of the
/X/ Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
OR
Transition Report Pursuant to Section 13 or 15(d) of
/_/ the Securities Exchange Act of 1934
COMMISSION FILE NO. 333-61211
RADIO UNICA CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0776004
(State of Incorporation) (I.R.S. Employer
Identification Number)
8400 N.W. 52ND STREET, SUITE 100
MIAMI, FL 33166
(Address of principal executive offices) (Zip Code)
305-463-5000
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES /X/ NO /_/
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
As of May 12, 2000, 100 shares of Common Stock, $.01 par value were
outstanding.
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RADIO UNICA CORP.
TABLE OF CONTENTS
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Page
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements....................................... 2
Item 2. Management's Discussion and Analysis....................... 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................11
</TABLE>
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RADIO UNICA CORP.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 2000 1999
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(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,176,189 $ 2,396,044
Restricted cash 601,500 305,000
Accounts receivable, net of allowance for doubtful
accounts of $344,655 and $255,242, respectively 6,375,151 5,304,089
Prepaid expenses 2,622,225 1,935,991
------------- -------------
Total current assets 10,775,065 9,941,124
Property and equipment, net 18,746,282 17,434,918
Broadcast licenses, net of accumulated amortization
of $4,213,366 and $3,463,192, respectively 85,808,684 84,665,873
Other intangible assets, net 8,747,997 9,093,528
Other assets 9,227,278 5,123,967
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$ 133,305,306 $ 126,259,410
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities:
Accounts payable $ 1,184,511 $ 1,877,162
Accrued expenses 2,611,277 2,112,909
Notes payable 212,317 216,067
------------- -------------
Total current liabilities 4,008,105 4,206,138
Other liabilities 165,000 165,000
Notes payable 76,911 76,911
Deferred taxes 1,953,979 1,953,979
Due to parent, net 38,279,990 25,584,756
Senior discount notes 121,158,675 117,732,564
Commitments and contingencies
Stockholders' deficit:
Common stock;$.01 par value; 1,000 shares authorized,
100 shares issued and outstanding 1 1
Additional paid in capital 59,556,278 59,556,278
Deferred compensation (3,512,149) (4,265,522)
Accumulated deficit (88,381,484) (78,750,695)
------------- -------------
Total stockholders' deficit (32,337,354) (23,459,938)
------------- -------------
$ 133,305,306 $ 126,259,410
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
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RADIO UNICA CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
2000 1999
------------ ------------
<S> <C> <C>
Net revenue $ 6,217,703 $ 1,765,914
Operating expenses:
Direct operating 1,603,454 731,910
Selling, general and administrative 3,863,098 2,977,408
Network 3,671,876 3,239,237
Corporate 877,492 671,213
Depreciation and amortization 1,423,240 1,083,921
Stock option compensation 753,373 --
------------ ------------
12,219,533 8,703,689
------------ ------------
Loss from operations (6,001,830) (6,937,775)
Other income (expense):
Interest expense (3,645,774) (3,274,860)
Interest income 13,127 448,856
Other 3,688 --
------------ ------------
(3,628,959) (2,826,004)
------------ ------------
Net loss $ (9,630,789) $ (9,763,779)
Accrued dividends on Series A redeemable
cumulative preferred stock -- 958,553
------------ ------------
Net loss applicable to common shareholders $ (9,630,789) $(10,722,332)
============ ============
Net loss per common share applicable to
common shareholders-basic and diluted $ (96,308) $ (107,223)
============ ============
Weighted average common shares
outstanding-basic and dilluted 100 100
============ ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
3
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RADIO UNICA CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------------
2000 1999
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<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (9,630,789) $ (9,763,779)
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation and amortization 1,423,240 1,083,921
Provison for bad debt 89,413 31,177
Accretion of interest on senior discount notes 3,426,111 3,056,431
Amortization of deferred financing cost 192,708 192,708
Stock option compensation expense 753,373 --
Other (224,500) --
Change in assets and liabilities
Accounts receivable (1,160,475) (340,525)
Prepaid expenses (1,038,658) 1,348,499
Other assets (2,273,382) 99,255
Accounts payable (692,651) (569,627)
Accrued expenses 498,368 (169,065)
Radio broadcasting rights 576,924 --
------------- -------------
Net cash used in operating activities (8,060,318) (5,031,005)
------------- -------------
INVESTING ACTIVITIES
Acquisition of property and equipment (869,257) (671,769)
Restricted cash-escrow account (501,500) 8,964,447
Acquisition of radio stations (2,484,015) (27,941,442)
Radio broadcasting rights -- (42,500)
------------- -------------
Net cash used in investing activities (3,854,772) (19,691,264)
------------- -------------
FINANCING ACTIVITIES
Debt financing costs -- (335,458)
Intercompany payable, net 10,695,235 --
Proceeds from issuance of Series A redeemable cumulative
preferred stock of Radio Unica Communications Corp. -- 44,550
------------- -------------
Net cash provided by (used in) financing activities 10,695,235 (290,908)
------------- -------------
Net decrease in cash and cash equivalents (1,219,855) (25,013,177)
Cash and cash equivalents at beginning of period 2,396,044 38,894,144
------------- -------------
Cash and cash equivalents at end of period $ 1,176,189 $ 13,880,967
============= =============
Reclassification of prepaid expense to broadcast license upon
consummation of the acquisition of radio stations $ -- $ 2,500,000
============= =============
Reclassification of prepaid expense to broadcasting rights $ 395,000 $ --
============= =============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
4
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RADIO UNICA CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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1. BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements
of Radio Unica Corp. and subsidiaries (the "Company") for the periods
indicated herein have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission and in accordance with generally
accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and notes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 2000 are not
necessarily indicative of the results that may be expected for the year
ending December 31, 2000. The consolidated financial statements include the
accounts of the Company and all majority owned subsidiaries over which the
Company has control. All significant intercompany accounts and transactions
have been eliminated. For further information, refer to the Company's 1999
consolidated financial statements and notes thereto.
The Company's revenues and cash flow are typically lowest in the first
calendar quarter and highest in the fourth calendar quarter. Seasonal
fluctuations are common in the radio broadcasting industry and are due primarily
to fluctuations in consumer spending.
2. ACQUISITIONS
On October 18, 1999, the Company entered into an asset purchase agreement
with Den-Mex LLC to acquire Denver radio station KCUV-AM for a cash purchase
price of $2.7 million. On January 3, 2000, after receiving the consent of the
Federal Communications Commission (the "FCC") to assign the broadcasting
license, the Company completed the acquisition.
On February 11, 2000 the Company contracted to acquire substantially all
the assets used in the operations of radio station KVJY (AM) broadcasting on
840 kHz in McAllen, Texas from El Pistolon Investments, L.P., for a cash
purchase price of approximately $2.5 million. The Company funded a $500,000
escrow and has paid a $2.0 million deposit in conjunction with this
transaction. The transaction is expected to be finalized upon receipt of the
FCC's approval to assign the broadcasting license.
5
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RADIO UNICA CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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3. SUMMARIZED FINANCIAL INFORMATION
The Senior Discount Notes issued by the Company are guaranteed by all of
the Company's Domestic Restricted Subsidiaries on a full, unconditional, joint
and several basis. The financial statements of the subsidiary guarantors are
omitted as management has determined that separate financial statements and
other disclosures concerning the subsidiaries are not material to investors.
<TABLE>
<CAPTION>
AS OF AND FOR THE THREE MONTHS ENDED
MARCH 31,
-------------------------------------
2000 1999
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<S> <C> <C>
Current assets $ 9,598,876 $ 6,340,805
Total assets 132,129,117 102,254,892
Current liabilities 4,008,105 4,164,492
Total liabilities (including due to parent of
$44,315,068 and $24,907,956) 88,799,053 30,714,438
Net revenue 6,217,703 1,765,914
Operating expenses 10,640,891 7,355,206
Net loss (8,052,147) (8,415,296)
</TABLE>
4. SUBSEQUENT EVENTS
On April 12, 2000, the Company contracted to acquire substantially all
the assets used in the operations of radio station KZDC (AM) broadcasting on
1250 kHz in San Antonio, Texas from Texas Lotus, Ltd., for a cash purchase
price of $1.85 million. The Company has been operating the station under a
local marketing agreement since January 1998. The transaction is expected to
be finalized upon the receipt of the FCC's approval to assign the
broadcasting license.
On April 27, 2000 the Company contracted to acquire substantially all
the assets used in the operations of radio station KQTL (AM) broadcasting on
1210 kHz in Tucson, Arizona from Cima Broadcasting, L.L.C., for a cash
purchase price of approximately $3.3 million. The Company funded a $300,000
escrow in conjunction with this transaction. The transaction is expected to
be finalized upon the receipt of the FCC's approval to assign the
broadcasting license.
6
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RADIO UNICA CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
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This report contains "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements include, among others, statements concerning the
Company's outlook for 2000 and beyond, the Company's expectations, beliefs,
future plans and strategies, anticipated events or trends, and similar
expressions concerning matters that are not historical facts. The
forward-looking statements in this report are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed in or
implied by the statements.
OVERVIEW
We generate revenue from sales of network advertising time, and sales of
local and national advertising time on radio stations that we own and those that
we operate under local marketing agreements (collectively "O&Os"). Advertising
rates are, in large part, based upon the network's and each station's ability to
attract audiences in demographic groups targeted by advertisers. All revenues
are stated net of any agency commissions. We recognize advertising revenue when
the commercials are broadcast.
Our operating expenses consist of programming expenses, marketing and
selling costs, including commissions paid to our sales staff, technical and
engineering costs, and general and administrative expenses.
As is true of other radio operators, the Company's performance is
customarily measured by its earnings before net interest, taxes, depreciation
and amortization ("EBITDA"). Although EBITDA is not a measure of performance
calculated in accordance with generally accepted accounting principles, EBITDA
is presented because it provides useful information regarding the Company's
ability to service debt. However, EBITDA should not be considered as an
alternative measure of operating results or cash flows from operations (as
determined in accordance with generally accepted accounting principles).
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 1999
NET REVENUE. Net revenue increased by approximately $4.4 million or 252 % to
approximately $6.2 million for the three months ended March 31, 2000 from
approximately $1.8 million for the comparable period in the prior year. The
increase in net revenue relates to an increase in the Company's customer base
due to the strengthening of the Company's network and O&Os, increases in
advertising rates at the Company's network and O&Os, and the increase in the
number of O&Os.
OPERATING EXPENSES. Operating expenses increased by approximately $3.5
million or 40 % to approximately $12.2 million for the three months ended March
31, 2000 from approximately $8.7 million for the comparable period in the prior
year. The increase in operating expenses is due to a non-cash stock option
compensation expense charge of approximately $0.8 million, increased
depreciation and amortization relating to the increase in the number of O&Os of
approximately $0.3 million and increased costs associated with the increase in
the number of O&Os.
Direct operating expenses increased by approximately $0.9 million or 123%
to approximately $1.6 million for the three months ended March 31, 2000 from
approximately $0.7 million for the comparable period in the prior year. The
increase in direct operating expenses is primarily due to the increase in the
number of O&Os as well as increased spending relating to the promotion of those
O&Os.
7
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RADIO UNICA CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION (CONTINUED)
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Selling, general and administrative expenses increased by approximately $0.9
million or 30 % to approximately $3.9 million for the three months ended March
31, 2000 from approximately $3.0 million for the comparable period in the prior
year. The increase in selling, general and administrative expenses primarily
relates to the increase in the number of O&Os.
Network expenses increased by $0.5 million or 13% to approximately $3.7
million for the three months ended March 31, 2000 from approximately $3.2
million for the comparable period in the prior year. The increase in network
expenses is mainly due to the increase in cost of network programming, including
sporting events, as well as increased network advertising.
Corporate expenses increased by approximately $0.2 million or 31% to
approximately $0.9 million for the three months ended March 31, 2000 from
approximately $0.7 million for the comparable period in the prior year. The
increase in corporate expenses is mainly due to increased costs of executive
management, legal and professional fees and other costs.
Depreciation and amortization increased by approximately $0.3 million or
31% to approximately $1.4 million for the three months ended March 31, 2000 from
approximately $1.1 million for the comparable period in the prior year. The
increase in depreciation and amortization is due to significant additions of
fixed assets and intangible assets arising from the acquisition of O&Os.
Stock option compensation expense relates to a non-cash charge of
approximately $0.8 million relating to the vesting of stock options granted
to employees of the Company to purchase approximately 267,000 shares of Radio
Unica Communication Corp's ("RUCC") common stock. The Company is a wholly
owned subsidiary of RUCC.
OTHER INCOME (EXPENSE). Other income (expense) decreased by approximately
$0.8 million or 28% to approximately $(3.6) million for the three months
ended March 31, 2000 from approximately $(2.8) million for the comparable
period in the prior year. Other income (expense) for the three months ended
March 31, 2000 is mainly comprised of interest expense of approximately
$(3.6) million. Interest expense primarily relates to the interest on the
outstanding balance of the Senior Discount Notes. The Company had
approximately $0.5 million in interest income and $(3.3) million in interest
expense during the three months ended March 31, 1999.
NET LOSS. Net loss decreased by approximately $0.2 million or 1% to
approximately $(9.6) million for the three months ended March 31, 2000 from
approximately $(9.8) million for the comparable period in the prior year. The
decrease in net loss is mainly the result of the increase in the Company's
revenue partially offset by increased costs associated with the operation of the
Company's O&Os, increased sales cost associated with the increase in revenue,
increased depreciation and amortization resulting from the increase in the
number of O&Os, as well as the non-cash stock option compensation expense
relating to the vesting of stock options.
8
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RADIO UNICA CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION (CONTINUED)
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EBITDA. EBITDA less the non-cash charge relating to the stock option
compensation expense of approximately $0.8 million increased by approximately
$2.0 million or 35% to approximately $(3.8) million for the three months ended
March 31, 2000 from approximately $(5.8) million for the comparable period in
the prior year. EBITDA increased by approximately $1.3 million or 22% to
approximately $(4.5) million for the three months ended March 31, 2000 from
approximately $(5.8) million for the comparable period in the prior year. The
increase in EBITDA is mainly a result of the increase in the Company's revenues
offset by increase costs associated with the operation of the Company's network
and O&Os as well as the non-cash stock option compensation expense.
LIQUIDITY AND CAPITAL RESOURCES
The Company has had negative cash flows since inception. Working capital
and financing for the Company's acquisitions to date have been provided
primarily by the proceeds from RUCC's initial public offering, the issuance
of the 11 3/4 % Senior Discount Notes due August 1, 2006 and the issuance of
promissory notes, common stock and preferred stock to RUCC's and the
Company's shareholders.
The Company's primary source of liquidity is the remaining proceeds from
RUCC's initial public offering and the borrowing availability under its
Senior Secured Revolving Credit Facility. The Senior Secured Revolving Credit
Facility is a senior secured revolver with $20.0 million of available
borrowings subject to certain conditions. At March 31, 2000 there were no
amounts outstanding under the Senior Secured Revolving Credit Facility.
Net cash used in operating activities increased by approximately $3.0
million or 60% to approximately $8.0 million for the three months ended March
31, 2000 from approximately $5.0 million for the comparable period in the
prior year. Net cash used in investing activities was approximately $3.9
million and $19.7 million for the three months ended March 31, 2000 and 1999,
respectively. The decrease of $15.8 million from 2000 to 1999 is primarily
due to fewer radio station acquisitions that took place during 2000. Net cash
provided by (used in) financing activities was $10.7 million and $(0.3)
million for the three months ended March 31, 2000 and 1999, respectively. The
increase of $11.0 million from 2000 to 1999 is due to borrowings from RUCC.
Capital expenditures primarily relate to the purchase of broadcast
equipment for the network and O&Os, leasehold improvements, computer equipment
and telecommunications equipment. Capital expenditures were approximately $0.9
million and $0.7 million for the three months ended March 31, 2000 and 1999,
respectively. The increase in capital expenditures is primarily due to radio
signal upgrade projects and the build-out of studios in Chicago.
The Company believes that its current cash position, the remaining
proceeds from RUCC's initial public offering and the borrowing availability
under the Senior Secured Revolving Credit Facility, will provide adequate
resources to fund the Company's operating expenses, working capital
requirements, capital expenditures and acquisitions until its business
strategy provides the Company with sufficient operating cash flow. There can
be no assurance that such business strategy will be successfully implemented
or that the future cash flows of the Company will be sufficient to meet all
of the Company's obligations and commitments. The failure to generate such
sufficient cash flow could significantly adversely affect the market value of
the Company's Senior Discount Notes, and the Company's ability to pay the
principal of and interest on the Senior Discount Notes.
9
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RADIO UNICA CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION (CONTINUED)
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IMPACT OF YEAR 2000
In prior years, the Company discussed the nature and progress of its plans
to become Year 2000 ready. In late 1999, the Company completed its remediation
and testing of systems. As a result of those planning and implementation
efforts, the Company experienced no significant disruptions in mission critical
information technology and non-information technology systems and believes those
systems successfully responded to the Year 2000 date change. The Company
expensed approximately $10,000 during 1999 in connection with remediating its
systems. The Company is not aware of any material problems resulting from Year
2000 issues, either with its products, its internal systems, or the products and
services of third parties. The Company will continue to monitor its mission
critical computer applications and those of its suppliers and vendors throughout
the year 2000 to ensure that any latent Year 2000 matters that may arise are
addressed promptly.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risk exposure with respect to financial instruments is to changes
in the "prime rate" in the United States. We may borrow up to $20 million under
our credit facility. Amounts outstanding under the credit facility bear
interest, at the Company's option, at the bank's prime rate plus 1.25% or LIBOR
plus 2.50%. At March 31, 2000, there were no amounts outstanding under our
credit facility.
10
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RADIO UNICA CORP.
PART II - OTHER INFORMATION
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit 27.1 - Financial Data Schedule.
11
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(b) SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Radio Unica Corp.
/s/ Steven E. Dawson
By: __________________________
Steven E. Dawson
Chief Financial Officer
Date: May 12, 2000
12
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<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statments of Radio Unica Corp. for the three months ended March
31, 2000 and is qualified in its entirety by reference to such financial
statments.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,176,189
<SECURITIES> 0
<RECEIVABLES> 6,375,151
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,775,065
<PP&E> 18,746,282
<DEPRECIATION> 0
<TOTAL-ASSETS> 133,305,306
<CURRENT-LIABILITIES> 4,008,105
<BONDS> 121,158,675
0
0
<COMMON> 1
<OTHER-SE> (32,337,353)
<TOTAL-LIABILITY-AND-EQUITY> 133,305,306
<SALES> 6,217,703
<TOTAL-REVENUES> 6,217,703
<CGS> 0
<TOTAL-COSTS> 12,219,533
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (3,645,774)
<INCOME-PRETAX> (9,630,789)
<INCOME-TAX> (9,630,789)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> (96,308)
<EPS-DILUTED> (96,308)
</TABLE>
