Securities
and Exchange Commission
Washington,
D.C. 20549
FORM
6-K
Report of
Foreign Issuer
Pursuant
To Rule 13a-16 or 15d-16
of The
Securities Exchange Act of 1934
|
Commission
File Number 1-12090
|
GRUPO
RADIO CENTRO, S.A.B. de C.V.
(Translation
of Registrant’s name into English)
Constituyentes
1154, Piso 7
Col.
Lomas Altas, México D.F. 11954
(Address
of principal office)
(Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.)
(Check
One) Form 20-F
x Form 40-F o
(Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
(Check
One) Yes o No x
(If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b). 82-
.)
|
For
Immediate Release
|
 |
July
27, 2010
Mexico
City, July 27, 2010 - Grupo Radio Centro, S.A.B. de C.V. (NYSE: RC, BMV:
RCENTRO-A) (the “Company”), one of Mexico’s leading radio broadcasting
companies, announced today its results of operations for the second quarter and
first half ended June 30, 2010. All figures were prepared in accordance with the
Financial Reporting Standards issued by the Mexican Board for Research and
Development of Financial Information Standards.
Second
Quarter Results
Broadcasting
revenue for the second quarter of 2010 was Ps. 208,589,000, a 17.2%
increase compared to the Ps. 177,990,000 reported for the second quarter of
2009. This increase was mainly attributable to higher advertising expenditures
by the Company’s clients in Mexico during the second quarter of 2010 compared to
the same period of 2009, as well as broadcasting revenue, for the full quarter,
from the Los Angeles radio station, KXOS-FM, which the Company began to operate
in April 15, 2009.
The
Company’s broadcasting expenses (excluding depreciation, amortization and
corporate, general and administrative expenses) for the second quarter of 2010
were Ps. 167,245,000, a 10.6% increase compared to the Ps. 151,161,000
reported for the second quarter of 2009. This increase was primarily due to (i)
expenses incurred in connection with mass media advertising campaigns undertaken
by the Company during the second quarter of 2010, (ii) higher commissions paid
to the Company’s sales force due to higher broadcasting revenue in the second
quarter of 2010 compared to the same period of 2009, and (iii) to higher
expenses from Los Angeles for the full second quarter of 2010.
For the
second quarter of 2010, the Company recorded broadcasting income (i.e.,
broadcasting revenue minus broadcasting expenses, excluding depreciation,
amortization and corporate, general and administrative expenses) of
Ps. 41,344,000, a 54.1% increase compared to the Ps. 26,829,000
reported for the second quarter of 2009. This increase was mainly attributable
to the aforementioned increase in broadcasting revenue.
Depreciation and amortization expenses
for the second quarter of 2010 were Ps. 6,145,000, a slight decrease
compared to the Ps. 6,614,000 reported for the second quarter of 2009,
as a result of a reduction in the amount of depreciable
assets.
The
Company’s corporate, general and administrative expenses were Ps. 3,779,000
in both the second quarter of 2009 and 2010.
The
Company recorded operating income of Ps. 31,420,000 in the second quarter
of 2010, a 91.2% increase compared to the Ps. 16,436,000 in operating
income reported for the second quarter of 2009. This increase was due to
increased broadcasting revenue during the second quarter of 2010 compared to the
second quarter of 2009, as described above, as well as a decrease in the
operating loss from radio station KXOS-FM, in Los Angeles.
Grupo
Radio Centro, S.A.B. de C.V.
Second
Quarter 2010 Results
During
the second quarter of 2010, other expenses, net, were Ps. 13,010,000, a
15.5% decrease compared to the Ps. 15,398,000 reported for the second
quarter of 2009. This decrease was mainly attributable to legal expenses incurred during the
second quarter of 2009 in connection with the agreements related to the
Los Angeles radio station.
The
Company’s comprehensive financing cost for the second quarter of 2010 was
Ps. 5,480,000, compared to Ps. 24,710,000 in the second quarter of
2009. This change was primarily due to (i) a Ps. 16,030,000 loss on net foreign
currency exchange in the second quarter of 2009 which was attributable to a
decline in the peso value of a U.S. denominated loan from the Company to a U.S.
subsidiary compared to a Ps. 425,000 loss in the second quarter of 2010, and
(ii) a lower interest expense associated with the Company’s loan from Banco
Inbursa, S.A. due to a reduction in interest rate since March 18, 2010 from an
annual rate of 13% to an annual rate of 9.5%.
During
the second quarter of 2010, the Company recorded an income before taxes of
Ps. 12,930,000, compared to a loss before taxes of Ps. 23,672,000
reported for the second quarter of 2009, which was primarily attributable to the
increase in broadcasting income as well as the decrease in the Company’s
comprehensive financing cost and, to a lesser extent, the decrease in other
expenses, net during the second quarter of 2010, and to a lower operating loss
from Los Angeles, as described above.
The
Company recorded income taxes of Ps. 9,809,000 in the second quarter of
2010, an increase of 112.5% compared to the Ps. 4,615,000 recorded in the
second quarter of 2009. This increase was due to higher taxable income in the
second quarter of 2010 than in the second quarter of 2009.
As a
result of the foregoing, the Company recorded a net income for the second
quarter of 2010 of Ps. 3,121,000, compared to net loss of
Ps. 28,287,000 in the second quarter of 2009.
First
Half Results
For the
six months ended June 30, 2010, broadcasting revenue was Ps. 374,870,000, a
12.3% increase compared to the Ps. 333,781,000 reported for the same period
of 2009. The increase was mainly attributable to an increase in advertising
expenditures by the Company’s clients, who purchased more airtime during the
first half of 2010 than the comparable period of 2009 as well as the
incorporation of the Company’s Los Angeles radio station, KXOS-FM.
The
Company’s broadcasting expenses (excluding depreciation, amortization and
corporate, general and administrative expenses) for the first six months of 2010
were Ps. 328,028,000, a 24.6% increase compared to the Ps. 263,311,000
reported for the same period of 2009. This increase was primarily due to (i)
broadcasting expenses incurred in connection with the provision of programming
to KXOS-FM, beginning in April 2009, resulting in a comparison between six
months for the period of 2010 and two and a half months for the same period of
2009 (ii) higher sales commissions due to the increase in broadcasting revenue,
and (iii) expenses related to the Company’s mass media advertising
campaigns.
Broadcasting
income (i.e., broadcasting revenue minus broadcasting expenses, excluding
depreciation, amortization and corporate, general and administrative expenses)
for the first six months of 2010 was Ps. 46,842,000, a 33.5% decrease
compared to the Ps. 70,470,000 reported for the same period of
2009.
2
Grupo
Radio Centro, S.A.B. de C.V.
Second
Quarter 2010 Results
Depreciation
and amortization expenses for the first six months of 2010 were
Ps. 12,289,000, a 6.6% decrease compared to the Ps. 13,154,000
reported for the same period of 2009. This decrease was due to a reduction in
the amount of depreciable assets.
The
Company’s corporate, general and administrative expenses for the first six
months of 2010 were Ps. 7,557,000, the same amount reported for the same period
of 2009.
As a
result of the foregoing, the Company recorded operating income of
Ps. 26,996,000 for the first six months of 2010, a 45.7% decrease compared
to the Ps. 49,759,000 reported for the same period of 2009.
Other
expenses, net, for the first six months of 2010 were Ps. 26,465,000, a 3.0%
decrease compared to the Ps. 27,283,000 reported for the same period of
2009. This decrease was mainly attributable to legal expenses incurred during the
second quarter of 2009 in connection with the agreements related to the
Los Angeles radio station.
The
Company’s comprehensive cost of financing for the first six months of 2010 was
Ps. 12,840,000, compared to Ps. 25,782,000 in the same period of 2009. This
change was primarily due to (i) a lower loss on net foreign currency exchange
from Ps. 174,000 in the first six months of 2010 compared to a Ps. 15,241,000
loss on net foreign currency exchange attributable to a decline in the peso
value of a U.S. denominated loan from the Company to a U.S. subsidiary in the
second quarter of 2009.
For the
first six months of 2010, the Company recorded a loss before taxes of
Ps. 12,309,000 compared to a loss before taxes of Ps. 3,306,000 in the
same period of 2009, mainly due to the aforementioned increase in broadcasting
expenses that were partially offset by the increase in broadcasting revenue and
the decrease in the Company’s comprehensive cost of financing.
The
Company recorded income taxes of Ps. 12,167,000 for the first six months of
2010, compared to the Ps. 10,318,000 recorded in the same period of
2009.
As a
result of the foregoing, the Company recorded a net loss of Ps. 24,476,000
in the first six months of 2010, compared to a net loss of Ps. 13,624,000
in the first six months of 2009.
Other
Matters:
As of June 30, 2010, the Company’s
outstanding bank debt totaled Ps. 180 million. The Company was not in compliance
with one of the financial covenants of its credit facility, the fixed charges
coverage ratio for the first and second quarter of 2010. The Company obtained a
waiver from the lender of this non-compliance for the first and second quarter
of 2010. No assurance can be made as to whether the Company will be able to
comply with the fixed charges coverage ratio for the third quarter of 2010.
Although the Company has obtained a waiver for its past non-compliance, the
lender may not provide future waivers and could accelerate the amounts due under
the loan.
3
Grupo
Radio Centro, S.A.B. de C.V.
Second
Quarter 2010 Results
Company
Description
Grupo
Radio Centro owns and/or operates 15 radio stations. Of these 15 radio stations,
12 are located in Mexico City, two AM stations, in Guadalajara and Monterrey,
and one FM station in Los Angeles. The Company’s principal activities are the
production and broadcasting of musical and entertainment programs, talk shows,
news and special events programs. Revenue is primarily derived from the
sale of commercial airtime. In addition to the Organización Radio Centro radio
stations, the Company also operates Grupo RED radio stations and Organización
Impulsora de Radio (OIR), a radio network that acts as the national sales
representative for, and provides programming to, 108 Grupo Radio
Centro-affiliated radio stations throughout Mexico.
|
Note
on Forward Looking Statements
This
release may contain projections or other forward-looking statements
related to Grupo Radio Centro that involve risks and uncertainties.
Readers are cautioned that these statements are only predictions and may
differ materially from actual future results or events. Readers are
referred to the documents filed by Grupo Radio Centro with the United
States Securities and Exchange Commission, specifically the most recent
filing on Form 20-F, which identifies important risk factors that could
cause actual results to differ from those contained in the forward-looking
statements. All forward-looking statements are based on information
available to Grupo Radio Centro on the date hereof, and Grupo Radio Centro
assumes no obligation to update such
statements.
|
|
RI
Contacts
|
|
|
In
México:
|
In
NY:
|
|
Pedro
Beltrán / Alfredo Azpeitia
|
Maria
Barona / Peter Majeski
|
|
Grupo
Radio Centro, S.A.B. de C.V.
|
i-advize
Corporate Communications, Inc.
|
|
Tel:
(212) 406-3690
|
|
|
aazpeitia@grc.com.mx
|
grc@i-advize.com.mx
|
4
Grupo
Radio Centro, S.A.B. de C.V.
Second
Quarter 2010 Results
GRUPO
RADIO CENTRO, S.A.B. DE C.V.
CONSOLIDATED
UNAUDITED BALANCE SHEETS
as
of June 30, 2010 and 2009
(figures in thousands
of Mexican pesos ("Ps.") and U.S. dollars ("U.S. $") (1)
|
|
June
30,
|
|||||||||||
|
|
2010
|
2009
|
||||||||||
|
|
U.S.
$(1)
|
Ps.
|
Ps.
|
|||||||||
|
ASSETS
|
||||||||||||
|
Current assets:
|
||||||||||||
|
Cash
and temporary investments
|
2,662 | 33,689 | 50,286 | |||||||||
|
|
||||||||||||
|
Accounts receivable:
|
||||||||||||
|
Broadcasting,
net
|
17,900 | 226,558 | 218,540 | |||||||||
|
Other
|
665 | 8,414 | 19,060 | |||||||||
|
|
18,565 | 234,972 | 237,600 | |||||||||
|
|
||||||||||||
|
Prepaid
expenses
|
7,032 | 89,004 | 118,126 | |||||||||
|
Total
current assets
|
28,259 | 357,665 | 406,012 | |||||||||
|
|
||||||||||||
|
Property
and equipment, net
|
35,343 | 447,326 | 483,493 | |||||||||
|
Prepaid
expenses
|
0 | 0 | 73,167 | |||||||||
|
Deferred
charges, net
|
195 | 2,465 | 4,073 | |||||||||
|
Excess
of cost over book value of net assets of subsidiaries, net
|
65,488 | 828,863 | 828,863 | |||||||||
|
Other
assets
|
263 | 3,338 | 3,340 | |||||||||
|
Total
assets
|
129,548 | 1,639,657 | 1,798,948 | |||||||||
|
|
||||||||||||
|
LIABILITIES
|
||||||||||||
|
Current:
|
||||||||||||
|
Notes
payable
|
5,640 | 71,386 | 32,167 | |||||||||
|
Advances
from customers
|
5,697 | 72,101 | 107,492 | |||||||||
|
Suppliers
and other accounts payable
|
5,343 | 67,627 | 84,262 | |||||||||
|
Taxes
payable
|
2,179 | 27,577 | 28,588 | |||||||||
|
Total
current liabilities
|
18,859 | 238,691 | 252,509 | |||||||||
|
|
||||||||||||
|
Long-Term:
|
||||||||||||
|
Notes
payable
|
8,691 | 110,000 | 160,000 | |||||||||
|
Reserve
for labor liabilities
|
5,387 | 68,178 | 62,997 | |||||||||
|
Deferred
taxes
|
1,168 | 14,784 | 3,940 | |||||||||
|
Total
liabilities
|
34,105 | 431,653 | 479,446 | |||||||||
|
|
||||||||||||
|
SHAREHOLDERS' EQUITY
|
||||||||||||
|
Capital
stock
|
89,313 | 1,130,410 | 1,130,410 | |||||||||
|
Cumulative
earnings
|
4,002 | 50,657 | 144,194 | |||||||||
|
Reserve
for repurchase of shares
|
3,464 | 43,837 | 43,837 | |||||||||
|
Accumulated
effect by conversion
|
(1,360 | ) | (17,208 | ) | 0 | |||||||
|
Minority
interest
|
24 | 308 | 1,061 | |||||||||
|
Total
shareholders' equity
|
95,443 | 1,208,004 | 1,319,502 | |||||||||
|
Total
liabilities and Shareholders' equity
|
129,548 | 1,639,657 | 1,798,948 | |||||||||
|
(1)
|
Peso
amounts have been translated into U.S. dollars, solely for the convenience
of the reader, at the rate of Ps. 12.6567 per
U.S. dollar,
the rate on June 30, 2010.
|
5
Grupo
Radio Centro, S.A.B. de C.V.
Second
Quarter 2010 Results
GRUPO
RADIO CENTRO, S.A.B. DE C.V.
CONSOLIDATED
UNAUDITED STATEMENTS OF INCOME
for
the three-month and six-month periods ended June 30, 2010 and 2009
(figures
in thousands of Mexican pesos ("Ps.") and U.S. dollars ("U.S.
$")(1),
except per Share and per ADS amounts)
|
2nd
Quarter
|
Accumulated
6 months
|
|||||||||||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||||||||||
|
U.S. $ (1)
|
Ps.
|
Ps.
|
U.S. $ (1)
|
Ps.
|
Ps.
|
|||||||||||||||||||
|
Broadcasting
revenue (2)
|
16,481 | 208,589 | 177,990 | 29,618 | 374,870 | 333,781 | ||||||||||||||||||
|
Broadcasting
expenses, excluding depreciation, amortization and corporate,
general and administrative expenses
|
13,214 | 167,245 | 151,161 | 25,917 | 328,028 | 263,311 | ||||||||||||||||||
|
Broadcasting
income
|
3,267 | 41,344 | 26,829 | 3,701 | 46,842 | 70,470 | ||||||||||||||||||
|
Depreciation
and amortization
|
486 | 6,145 | 6,614 | 971 | 12,289 | 13,154 | ||||||||||||||||||
|
Corporate,
general and administrative expenses
|
299 | 3,779 | 3,779 | 597 | 7,557 | 7,557 | ||||||||||||||||||
|
Operating
income
|
2,482 | 31,420 | 16,436 | 2,133 | 26,996 | 49,759 | ||||||||||||||||||
|
Other
expenses, net
|
(1,028 | ) | (13,010 | ) | (15,398 | ) | (2,091 | ) | (26,465 | ) | (27,283 | ) | ||||||||||||
|
Comprehensive
financing cost:
|
||||||||||||||||||||||||
|
Interest
expense
|
(442 | ) | (5,592 | ) | (8,843 | ) | (1,044 | ) | (13,212 | ) | (10,736 | ) | ||||||||||||
|
Interest income
(2)
|
42 | 537 | 163 | 43 | 546 | 195 | ||||||||||||||||||
|
(Loss)
on foreign currency exchange, net
|
(34 | ) | (425 | ) | (16,030 | ) | (14 | ) | (174 | ) | (15,241 | ) | ||||||||||||
| (434 | ) | (5,480 | ) | (24,710 | ) | (1,015 | ) | (12,840 | ) | (25,782 | ) | |||||||||||||
|
Income
(loss) before income taxes
|
1,020 | 12,930 | (23,672 | ) | (973 | ) | (12,309 | ) | (3,306 | ) | ||||||||||||||
|
Income
taxes
|
775 | 9,809 | 4,615 | 961 | 12,167 | 10,318 | ||||||||||||||||||
|
Net
income (loss)
|
245 | 3,121 | (28,287 | ) | (1,934 | ) | (24,476 | ) | (13,624 | ) | ||||||||||||||
|
Net
income (loss) applicable to:
|
||||||||||||||||||||||||
|
Majority
interest
|
245 | 3,119 | (8,981 | ) | (1,934 | ) | (24,481 | ) | 5,658 | |||||||||||||||
|
Minority
interest
|
0 | 2 | (19,306 | ) | 0 | 5 | (19,282 | ) | ||||||||||||||||
| 245 | 3,121 | (28,287 | ) | (1,934 | ) | (24,476 | ) | (13,624 | ) | |||||||||||||||
|
Net
income per Series A Share (3)
|
0.014 | 0.1736 | 0.6523 | |||||||||||||||||||||
|
Net
income per ADS (3)
|
0.123 | 1.5624 | 5.8707 | |||||||||||||||||||||
|
Weighted average
common shares outstanding (000's) (3)
|
162,725 | 162,725 | ||||||||||||||||||||||
|
(1)
|
Peso
amounts have been translated into U.S. dollars, solely for the convenience
of the reader, at the rate of Ps. 12.6567 per U.S. dollar, the
rate on June 30, 2010.
|
|
(2)
|
Broadcasting
revenue for a particular period includes (as a reclassification of
interest income) interest earned on funds received by the Company pursuant
to advance sales of commercial air time to the extent that the underlying
funds were earned by the Company during the period in question. Advances
from advertisers are recognized as broadcasting revenue only when the
corresponding commercial air time has been transmitted. Interest earned
and treated as broadcasting revenue for the second quarter of 2010 and
2009 was Ps. 1,422,000 and Ps. 1,221,000, respectively. Interest earned
and treated as broadcasting revenue for the six months ended June 30, 2010
and 2009 was Ps. 2,342,000 and Ps. 2,569,000,
respectively.
|
|
(3)
|
Earnings
per share calculations are made for the last twelve months as of the date
of the income statement, as required by the Mexican Stock
Exchange.
|
6
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.
|
Grupo
Radio Centro, S.A.B. de C.V.
(Registrant)
|
||
|
By:
|
/s/
Pedro Beltrán Nasr
|
|
|
Name: Pedro
Beltrán Nasr
|
||
|
Title:
Chief Financial
Officer
|
||