UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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, 2003
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-12187
(Exact name of Registrant as specified in its charter)
| Delaware | 58-1620022 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 6205 Peachtree Dunwoody Road, Atlanta, Georgia | 30328 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code: (678) 645-0000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of Each Class |
Name of Each Exchange on Which Registered | |
| Class A common stock, par value $0.33 per share | New York Stock Exchange |
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 registrants 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
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x No ¨
As of June 30, 2003, the last business day of the registrants most recently completed second fiscal quarter, the aggregate market value of the Class A common stock held by non-affiliates was $858,669,175 based on the closing price on the New York Stock Exchange on such date.
There were 41,787,154 shares of Class A common stock outstanding as of January 30, 2004.
There were 58,733,016 shares of Class B common stock outstanding as of January 30, 2004.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2003 Annual Report to Shareholders and the Proxy Statement for the 2004 Annual Meeting of Shareholders are incorporated by reference into Part II and Part III.
2003 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
| Page | ||||
| PART I | ||||
| Item 1. |
3 | |||
| Item 2. |
19 | |||
| Item 3. |
20 | |||
| Item 4. |
21 | |||
| PART II | ||||
| Item 5. |
Market for Registrants Common Equity and Related Stockholder Matters |
22 | ||
| Item 6. |
22 | |||
| Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
22 | ||
| Item 7A. |
33 | |||
| Item 8. |
35 | |||
| Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
58 | ||
| Item 9A. |
58 | |||
| PART III | ||||
| Item 10. |
59 | |||
| Item 11. |
59 | |||
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management |
59 | ||
| Item 13. |
59 | |||
| Item 14. |
59 | |||
| PART IV | ||||
| Item 15. |
Exhibits, Financial Statement Schedules and Reports on Form 8-K |
60 | ||
| 62 | ||||
Preliminary Note
This Annual Report on Form 10-K is for the year ended December 31, 2003. This Annual Report modifies and supersedes documents filed prior to this Annual Report. The SEC allows us to incorporate by reference information that we file with them, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this Annual Report. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this Annual Report. In this Annual Report, Cox Radio, we, us and our refer to Cox Radio, Inc. and its subsidiaries.
2
Cox Radio, Inc. is the third largest radio broadcasting company in the United States and the largest pure-play radio station group, based on revenues, and has one reportable segment for accounting purposes. We own or operate, or provide sales services for 78 radio stations (67 FM and 11 AM) clustered in 18 markets. We operate three or more stations in 15 of our 18 markets. We operate a wide range of programming formats in geographically diverse markets across the United States.
We are an indirect majority-owned subsidiary of Cox Enterprises, Inc. Cox Enterprises indirectly owns approximately 62% of our common stock and has approximately 94% of the voting power of Cox Radio. We have two classes of common stock outstanding, Class A common stock, par value $0.33 per share, and Class B common stock, par value $0.33 per share. Cox Enterprises wholly-owned subsidiary, Cox Broadcasting, Inc., owns 100% of our 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 2003 revenues of approximately $10.8 billion. Our business was operated as part of Cox Enterprises prior to our 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.
We seek to maximize the revenues and broadcast cash flow of our radio stations by operating and developing clusters of stations in demographically attractive and rapidly growing markets, including Atlanta, Birmingham, Houston, Jacksonville, Miami, Orlando, San Antonio and Tampa. Further, we believe that our 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.
As a result of our management, programming and sales efforts, our radio stations are characterized by strong ratings and above average power ratios (defined as total advertising revenue share in a particular market divided by audience share in such market). Our stations are diversified in terms of format, target audience, geographic location and stage of development.
We have a track record of acquiring, repositioning and improving the operating performance of previously under-performing stations. Management believes that a number of our stations have significant growth opportunities or turnaround potential and, therefore, can be characterized as start-up or developing stations. We believe these stations can achieve significant revenue growth by employing our operating strategy. Management believes that our mix of stations in different stages of development enables us to maximize our growth potential.
Acquisitions and Dispositions
All acquisitions discussed below have been accounted for using the purchase method. As such, the results of operations of the acquired stations have been included in the results of operations from the date of acquisition. Specific transactions entered into by us during the past three years, and through February 15, 2004, are summarized below.
In February 2001, we acquired WDYL-FM serving Richmond, Virginia, and WJMZ-FM and WHZT-FM serving Greenville, South Carolina, for a total of $52.5 million.
In February 2001, we entered into a joint sales agreement (JSA) to provide sales and marketing services for WARV-FM serving Richmond, Virginia, and simultaneously guaranteed the owners financing for the acquisition of this station. In February 2003, the owner sold WARV-FM and repaid the $1.0 million of indebtedness associated with this station, thereby extinguishing our guarantee of that indebtedness. Also in February 2003, the JSA related to this station terminated.
In February 2001, we disposed of WHOO-AM serving Orlando, Florida, for $5.0 million.
In May 2001, we disposed of the assets of KGTO-AM serving Tulsa, Oklahoma, for $0.5 million.
In July 2001, we disposed of the assets of WVBB-AM serving Richmond, Virginia, for $0.7 million.
3
In January 2002, we disposed of the assets of KRTR-AM serving Honolulu, Hawaii, for $0.6 million. The buyer of the station had been operating the station under a local marketing agreement (LMA) since October 2001. For more information regarding LMAs, refer to Federal Regulation of Radio Broadcasting Local Marketing Agreements and Joint Sales Agreements below.
In June 2002, we disposed of the assets of KCCN-AM serving Honolulu, Hawaii, for $0.8 million.
In August 2002, we disposed of the assets of WBWL-AM serving Jacksonville, Florida, for $2.5 million.
Radio Stations
The following table summarizes certain information relating to radio stations we own or operate:
| Market (1) and Station Call Letters |
Format |
Target Demographic Group |
Target Demographic Group |
Demographic Group (Adults 25-54) | ||||||||
| Audience Share |
Rank |
Audience Share |
Rank | |||||||||
| Atlanta |
||||||||||||
| WSB-AM |
News/Talk |
Adults 35-64 |
12.1 | 1 | 8.5 | 2 | ||||||
| WALR-FM |
Urban Adult Contemporary |
Adults 35-54 |
5.8 | 4 | 4.9 | 4 | ||||||
| WSB-FM |
Adult Contemporary |
Women 25-54 |
5.7 | 5 | 4.3 | 7 | ||||||
| WBTS-FM |
Rhythmic CHR |
Women 18-34 |
4.6 | 9 | 1.9 | 22 | ||||||
| WFOX-FM |
Urban Contemporary |
Adults 25-54 |
1.7 | 23 | 1.7 | 23 | ||||||
| Birmingham |
||||||||||||
| WBHK-FM |
R&B/Soul |
Adults 25-54 |
12.2 | 1 | 12.2 | 1 | ||||||
| WBHJ-FM |
Hip Hop |
Adults 18-34 |
13.6 | 1 | 5.3 | 5 | ||||||
| WZZK-FM |
Country |
Adults 25-54 |
6.2 | 3 | 6.2 | 3 | ||||||
| WBPT-FM |
80s |
Adults 25-54 |
5.0 | 8 | 5.0 | 8 | ||||||
| WAGG-AM |
Gospel |
Adults 25-54 |
3.5 | 12 | 3.5 | 12 | ||||||
| WODL-FM |
Oldies |
Adults 35-54 |
2.5 | 14 | 1.9 | 18 | ||||||
| WZZK-AM (formerly WRJS-AM) |
Classic Country |
Adults 25-54 |
0.4 | 24 | 0.4 | 24 | ||||||
| Dayton |
||||||||||||
| WHKO-FM |
Country |
Adults 25-54 |
9.8 | 2 | 9.8 | 2 | ||||||
| WHIO-AM |
News/Talk |
Adults 35-54 |
4.6 | 6 | 4.1 | 7 | ||||||
| WZLR-FM |
Classic Rock |
Men 25-54 |
5.5 | 6 | 4.1 | 7 | ||||||
| WDPT-FM |
80s |
Adults 25-54 |
2.2 | 13 | 2.2 | 13 | ||||||
| Greenville-Spartanburg |
||||||||||||
| WJMZ-FM |
Urban |
Adults 25-54 |
8.0 | 2 | 8.0 | 2 | ||||||
| WHZT-FM |
Rhythmic CHR |
Adults 18-34 |
10.5 | 2 | 4.1 | 9 | ||||||
| Honolulu |
||||||||||||
| KCCN-FM |
Hawaiian CHR |
Adults 18-34 |
9.8 | 1 | 8.0 | 3 | ||||||
| KRTR-FM |
Adult Contemporary |
Women 25-54 |
10.4 | 2 | 8.3 | 2 | ||||||
| KINE-FM |
Hawaiian Adult Contemporary |
Adults 25-54 |
6.0 | 4 | 6.0 | 4 | ||||||
| KXME-FM |
Rhythmic CHR |
Women 18-34 |
8.9 | 4 | 2.7 | 15 | ||||||
| KGMZ-FM (2) |
Oldies |
Adults 35-54 |
5.3 | 7 | 4.3 | 10 | ||||||
| Houston |
||||||||||||
| KLDE-FM |
Oldies |
Adults 35-54 |
4.1 | 8 | 3.0 | 14 | ||||||
| KTHT-FM |
Country Legends |
Adults 35-64 |
3.6 | 10 | 2.7 | 18 | ||||||
| KKBQ-FM |
Country |
Adults 25-54 |
3.2 | 11 | 3.2 | 11 | ||||||
| KHPT-FM |
80s |
Adults 25-54 |
3.0 | 14 | 3.0 | 14 | ||||||
| Jacksonville |
||||||||||||
| WFYV-FM |
Classic Rock |
Men 25-54 |
13.2 | 1 | 9.0 | 1 | ||||||
| WOKV-AM |
News/Talk |
Adults 35-64 |
8.6 | 2 | 6.4 | 4 | ||||||
| WAPE-FM |
CHR |
Women 18-34 |
10.4 | 2 | 4.8 | 8 | ||||||
| WMXQ-FM |
80s |
Adults 25-49 |
6.4 | 4 | 6.0 | 5 | ||||||
| WKQL-FM |
Oldies |
Adults 35-54 |
7.1 | 5 | 5.8 | 6 | ||||||
4
| Market (1) and Station Call Letters |
Format |
Target Demographic Group |
Target Demographic Group |
Demographic Group (Adults 25-54) |
||||||||||||
| Audience Share |
Rank |
Audience Share |
Rank |
|||||||||||||
| Long Island |
||||||||||||||||
| WBAB-FM |
Mainstream Rock |
Men 25-54 |
7.7 | 1 | 5.6 | 2 | ||||||||||
| WHFM-FM |
Mainstream Rock |
Men 25-54 |
| (3) | | (3) | | (3) | | (3) | ||||||
| WBLI-FM |
CHR |
Women 18-34 |
10.1 | 2 | 4.7 | 4 | ||||||||||
| Louisville |
||||||||||||||||
| WVEZ-FM |
Adult Contemporary |
Women 25-54 |
10.2 | 2 | 7.0 | 3 | ||||||||||
| WSFR-FM |
Classic Rock |
Adults 25-54 |
5.3 | 5 | 5.3 | 5 | ||||||||||
| WRKA-FM |
Oldies |
Adults 35-54 |
5.2 | 5 | 4.3 | 9 | ||||||||||
| WPTI-FM |
80s |
Adults 25-54 |
3.9 | 10 | 3.9 | 10 | ||||||||||
| Miami |
||||||||||||||||
| WHQT-FM |
Urban Adult Contemporary |
Adults 25-54 |
5.4 | 2 | 5.4 | 2 | ||||||||||
| WEDR-FM |
Urban Contemporary |
Adults 18-34 |
9.2 | 2 | 5.1 | 3 | ||||||||||
| WFLC-FM |
Hot Adult Contemporary |
Women 25-54 |
4.6 | 7 | 4.0 | 9 | ||||||||||
| WPYM-FM |
Dance CHR |
Adults 18-34 |
4.6 | 7 | 3.1 | 15 | ||||||||||
| Orlando |
||||||||||||||||
| WHTQ-FM |
Classic Rock |
Men 35-54 |
8.2 | 1 | 4.5 | 9 | ||||||||||
| WDBO-AM |
News/Talk |
Adults 35-64 |
6.3 | 3 | 4.4 | 10 | ||||||||||
| WWKA-FM |
Country |
Adults 25-54 |
6.2 | 3 | 6.2 | 3 | ||||||||||
| WCFB-FM |
Urban Adult Contemporary |
Adults 25-54 |
5.5 | 5 | 5.5 | 5 | ||||||||||
| WMMO-FM |
Rock Adult Contemporary |
Adults 25-54 |
5.1 | 6 | 5.1 | 6 | ||||||||||
| WPYO-FM |
CHR Rhythmic |
Adults 18-34 |
4.6 | 10 | 1.9 | 19 | ||||||||||
| Richmond |
||||||||||||||||
| WKLR-FM |
Classic Rock |
Men 25-54 |
8.6 | 1 | 6.3 | 3 | ||||||||||
| WKHK-FM |
Country |
Adults 25-54 |
8.6 | 2 | 8.6 | 2 | ||||||||||
| WMXB-FM |
Hot Adult Contemporary |
Women 25-54 |
7.1 | 3 | 5.7 | 6 | ||||||||||
| WDYL-FM |
New Rock |
Men 18-34 |
9.3 | 3 | 3.1 | 13 | ||||||||||
| San Antonio |
||||||||||||||||
| KONO-FM |
Oldies |
Adults 35-54 |
9.5 | 1 | 7.1 | 1 | ||||||||||
| KONO-AM |
Oldies |
Adults 35-54 |
||||||||||||||