SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|
|
ý |
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|
|
|
For the Quarterly Period Ended September 30, 2003 |
|
|
|
|
|
OR |
||
|
|
|
|
|
|
o |
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File No. 333-61211
Radio Unica Corp.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
65-0776004 |
|
(State of Incorporation) |
|
(I.R.S. Employer |
|
|
|
|
|
8400 N.W. 52nd Street, Suite 101 |
|
33166 |
|
(Address of principal executive offices) |
|
(Zip Code) |
|
|
|
|
|
305-463-5000 |
||
|
(Registrant’s telephone number, including area code) |
||
|
|
|
|
|
N/A |
||
|
(Former name, former address and former fiscal year, if changed since last report) |
||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý NO o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes o No ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of November 14, 2003, 100 shares of Common Stock, $.01 par value were outstanding.
RADIO UNICA CORP.
TABLE OF CONTENTS
PART I. |
FINANCIAL INFORMATION |
|
|
|
|
|
|
Item 1. Consolidated Financial Statements |
|
|
|
|
||
|
Item 3. Quantitative and Qualitative Disclosures about Market Risk |
|
|
|
|
||
|
|
|
|
PART II. |
OTHER INFORMATION |
|
|
|
|
|
|
Item 1. Legal Proceedings |
|
|
|
|
||
RADIO UNICA CORP.
CONSOLIDATED BALANCE SHEETS
|
|
|
September
30, |
|
December
31, |
|
||
|
|
|
(Unaudited) |
|
|
|
||
|
ASSETS |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
981,009 |
|
$ |
2,805,775 |
|
|
Accounts receivable, net of allowance for doubtful accounts of $1,053,098 and $1,148,228, respectively |
|
10,179,912 |
|
9,494,925 |
|
||
|
Prepaid expenses and other current assets |
|
1,374,863 |
|
2,251,029 |
|
||
|
Assets held for sale |
|
— |
|
2,925,554 |
|
||
|
Total current assets |
|
12,535,784 |
|
17,477,283 |
|
||
|
|
|
|
|
|
|
||
|
Property and equipment, net |
|
21,194,168 |
|
23,071,043 |
|
||
|
Broadcast licenses, net of accumulated amortization of $10,336,623 |
|
96,433,935 |
|
96,433,935 |
|
||
|
Other intangible assets, net |
|
8,136,775 |
|
8,971,849 |
|
||
|
Other assets |
|
327,847 |
|
318,954 |
|
||
|
|
|
$ |
138,628,510 |
|
$ |
146,273,064 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Accounts payable |
|
$ |
495,689 |
|
$ |
1,295,971 |
|
|
Accrued expenses |
|
3,887,388 |
|
2,827,704 |
|
||
|
Interest payable |
|
3,112,690 |
|
7,784,537 |
|
||
|
Deferred revenue |
|
324,910 |
|
608,218 |
|
||
|
Current portion of notes payable |
|
502,014 |
|
641,741 |
|
||
|
Total current liabilities |
|
8,322,691 |
|
13,158,171 |
|
||
|
|
|
|
|
|
|
||
|
Other liabilities |
|
84,000 |
|
75,000 |
|
||
|
Notes payable |
|
— |
|
500,810 |
|
||
|
Deferred taxes |
|
988,460 |
|
988,460 |
|
||
|
Due to parent, net |
|
93,692,917 |
|
95,656,430 |
|
||
|
Revolving credit facility |
|
19,996,120 |
|
— |
|
||
|
Senior discount notes |
|
158,088,000 |
|
158,088,000 |
|
||
|
|
|
|
|
|
|
||
|
Commitments and contingencies |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Stockholders’ deficit: |
|
|
|
|
|
||
|
Common stock; $.01 par value; 1,000 shares authorized, 100 shares issued and outstanding |
|
1 |
|
1 |
|
||
|
Additional paid-in-capital |
|
59,612,074 |
|
59,612,074 |
|
||
|
Deferred compensation expense |
|
(15,512 |
) |
(96,226 |
) |
||
|
Accumulated deficit |
|
(202,140,241 |
) |
(181,709,656 |
) |
||
|
Total stockholders’ deficit |
|
(142,543,678 |
) |
(122,193,807 |
) |
||
|
|
|
$ |
138,628,510 |
|
$ |
146,273,064 |
|
The accompanying notes are an integral part of these consolidated financial statements.
2
RADIO UNICA CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
|
|
|
Three months ended |
|
Nine months ended |
|
||||||||
|
|
|
2003 |
|
2002 |
|
2003 |
|
2002 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net revenue |
|
$ |
13,328,224 |
|
$ |
12,015,508 |
|
$ |
35,232,029 |
|
$ |
32,355,776 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
||||
|
Direct operating (exclusive of depreciation shown seperately below) |
|
1,343,223 |
|
1,390,475 |
|
3,849,061 |
|
3,888,901 |
|
||||
|
Selling, general and administrative |
|
4,238,343 |
|
4,329,911 |
|
12,630,254 |
|
12,671,762 |
|
||||
|
Network (exclusive of depreciation shown seperately below) |
|
3,885,305 |
|
3,054,998 |
|
9,788,900 |
|
10,528,746 |
|
||||
|
Corporate |
|
740,329 |
|
815,665 |
|
2,260,947 |
|
2,537,807 |
|
||||
|
Financial advisory, legal and restructuring fees |
|
3,060,057 |
|
— |
|
3,060,057 |
|
— |
|
||||
|
Cost of promotion services |
|
1,908,325 |
|
2,191,942 |
|
6,589,813 |
|
4,709,455 |
|
||||
|
Depreciation and amortization |
|
828,093 |
|
768,192 |
|
2,448,972 |
|
2,260,142 |
|
||||
|
Stock option compensation |
|
15,772 |
|
86,191 |
|
80,717 |
|
397,657 |
|
||||
|
|
|
16,019,447 |
|
12,637,374 |
|
40,708,721 |
|
36,994,470 |
|
||||
|
Loss from operations |
|
(2,691,223 |
) |
(621,866 |
) |
(5,476,692 |
) |
(4,638,694 |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
||||
|
Interest expense |
|
(5,236,903 |
) |
(4,845,888 |
) |
||||||||