CXR » Topics » PART III

These excerpts taken from the CXR 10-K filed Apr 30, 2009.

PART III

 

ITEM 10. Directors, Executive Officers and Corporate Governance

Cox Radio’s Class A common stock is listed on the New York Stock Exchange (NYSE). The NYSE requires the Chief Executive Officer of each listed company to certify to the NYSE annually, after the company’s annual meeting of stockholders, that his or her company is in compliance with the NYSE’s corporate governance listing standards. In accordance with the NYSE’s procedures, on May 9, 2008, Robert F. Neil, Cox Radio’s President and Chief Executive Officer, certified to the NYSE that he was unaware of any violation of the NYSE’s corporate governance listing standards. Additionally, as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2008 and as an exhibit to this amendment to the 2008 Form 10-K, Cox Radio has filed with the SEC the certifications of its Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act of 2002 regarding the quality of Cox Radio’s public disclosure.

PART III

 





ITEM 10.Directors, Executive Officers and Corporate Governance

FACE="Times New Roman" SIZE="2">Cox Radio’s Class A common stock is listed on the New York Stock Exchange (NYSE). The NYSE requires the Chief Executive Officer of each listed company to certify to the NYSE annually, after the
company’s annual meeting of stockholders, that his or her company is in compliance with the NYSE’s corporate governance listing standards. In accordance with the NYSE’s procedures, on May 9, 2008, Robert F. Neil, Cox Radio’s
President and Chief Executive Officer, certified to the NYSE that he was unaware of any violation of the NYSE’s corporate governance listing standards. Additionally, as an exhibit to the Annual Report on Form 10-K for the year ended
December 31, 2008 and as an exhibit to this amendment to the 2008 Form 10-K, Cox Radio has filed with the SEC the certifications of its Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley
Act of 2002 regarding the quality of Cox Radio’s public disclosure.

PART III

 





ITEM 10.Directors, Executive Officers and Corporate Governance

FACE="Times New Roman" SIZE="2">Cox Radio’s Class A common stock is listed on the New York Stock Exchange (NYSE). The NYSE requires the Chief Executive Officer of each listed company to certify to the NYSE annually, after the
company’s annual meeting of stockholders, that his or her company is in compliance with the NYSE’s corporate governance listing standards. In accordance with the NYSE’s procedures, on May 9, 2008, Robert F. Neil, Cox Radio’s
President and Chief Executive Officer, certified to the NYSE that he was unaware of any violation of the NYSE’s corporate governance listing standards. Additionally, as an exhibit to the Annual Report on Form 10-K for the year ended
December 31, 2008 and as an exhibit to this amendment to the 2008 Form 10-K, Cox Radio has filed with the SEC the certifications of its Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley
Act of 2002 regarding the quality of Cox Radio’s public disclosure.

PART IV

 

ITEM 15. Exhibits and Financial Statement Schedules

(a) Documents incorporated by reference or filed with this report:

 

  (1) Audited Consolidated Balance Sheets as of December 31, 2008 and 2007 and Consolidated Statements of Operations, Shareholders’ Equity and Cash Flows for each of the three years in the period ended December 31, 2008 (filed under Item 8 of the 2008 Form 10-K); and

 

  (2) Schedule II – Valuation and qualifying accounts.

 

  (3) Exhibits required to be filed by Item 601 of Regulation S-K:
These excerpts taken from the CXR 10-K filed Mar 13, 2009.

PART I

 

ITEM 1. Business

We are one of the largest radio broadcasting companies in the United States and our business constitutes one reportable segment for accounting purposes. We own, operate or provide sales and other services for 86 radio stations (71 FM and 15 AM) clustered in 19 markets. We operate three or more stations in 16 of our 19 markets and offer 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., which indirectly owns approximately 77% of our common stock and has approximately 97% of the voting power of Cox Radio. There are two classes of common stock outstanding, Class A common stock, par value $0.33 per share, which is entitled to one vote per share, and Class B common stock, par value $0.33 per share, which is entitled to ten votes per share. Cox Enterprises’ wholly-owned subsidiary, Cox Media Group, Inc. (formerly Cox Broadcasting), 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. Our business was operated as part of Cox Enterprises prior to our initial public offering in September 1996, at which time Cox Enterprises transferred all of its U.S. radio operations to us. As part of Cox Enterprises, we were a pioneer in radio broadcasting, building our first station in 1934, acquiring our flagship station, WSB-AM (Atlanta), in 1939, and launching our first FM station, WSB-FM (Atlanta), in 1948.

We seek to maximize the revenues and operating income of our radio stations by operating and developing clusters of stations in demographically attractive and 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 and geographic location.

PART I

 

ITEM 1. Business

We are one of the largest radio broadcasting companies in the United States and our business constitutes one reportable segment for accounting purposes. We own, operate or provide sales and other services for 86 radio stations (71 FM and 15 AM) clustered in 19 markets. We operate three or more stations in 16 of our 19 markets and offer 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., which indirectly owns approximately 77% of our common stock and has approximately 97% of the voting power of Cox Radio. There are two classes of common stock outstanding, Class A common stock, par value $0.33 per share, which is entitled to one vote per share, and Class B common stock, par value $0.33 per share, which is entitled to ten votes per share. Cox Enterprises’ wholly-owned subsidiary, Cox Media Group, Inc. (formerly Cox Broadcasting), 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. Our business was operated as part of Cox Enterprises prior to our initial public offering in September 1996, at which time Cox Enterprises transferred all of its U.S. radio operations to us. As part of Cox Enterprises, we were a pioneer in radio broadcasting, building our first station in 1934, acquiring our flagship station, WSB-AM (Atlanta), in 1939, and launching our first FM station, WSB-FM (Atlanta), in 1948.

We seek to maximize the revenues and operating income of our radio stations by operating and developing clusters of stations in demographically attractive and 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 and geographic location.

PART II

 

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The information required by this Item with respect to the market, record holders and historical prices for our Class A common stock and our dividend policy is incorporated by reference to the section entitled “Shareholder Information” of our 2008 Annual Report to Shareholders. The information required by this Item with respect to securities authorized for issuance under equity compensation plans is incorporated by reference to our Proxy Statement for the 2009 Annual Meeting of Shareholders.

PART II

 

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The information required by this Item with respect to the market, record holders and historical prices for our Class A common stock and our dividend policy is incorporated by reference to the section entitled “Shareholder Information” of our 2008 Annual Report to Shareholders. The information required by this Item with respect to securities authorized for issuance under equity compensation plans is incorporated by reference to our Proxy Statement for the 2009 Annual Meeting of Shareholders.

These excerpts taken from the CXR 10-K filed Mar 7, 2008.


PART I

 






ITEM 1.
Business

We are one of the
largest radio broadcasting companies in the United States and our business constitutes one reportable segment for accounting purposes. Upon consummation of all announced transactions, we will own, operate or provide sales and other services for 86
radio stations (71 FM and 15 AM) clustered in 19 markets. We will operate three or more stations in 16 of our 19 markets and offer a wide range of programming formats in geographically diverse markets across the United States.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">We are an indirect majority-owned subsidiary of Cox Enterprises, Inc., which indirectly owns approximately 69% of our common stock and has approximately
95% of the voting power of Cox Radio. There are two classes of common stock outstanding, Class A common stock, par value $0.33 per share, which is entitled to one vote per share, and Class B common stock, par value $0.33 per share, which is
entitled to ten votes per share. Cox Enterprises’ wholly-owned subsidiary, Cox Broadcasting, Inc., owns 100% of our outstanding Class B common stock.

FACE="Times New Roman" SIZE="2">Cox Enterprises, a privately-held corporation headquartered in Atlanta, Georgia, is one of the largest media companies in the United States. Our business was operated as part of Cox Enterprises prior to our initial
public offering in September 1996, at which time Cox Enterprises transferred all of its U.S. radio operations to us. As part of Cox Enterprises, we were a pioneer in radio broadcasting, building our first station in 1934, acquiring our flagship
station, WSB-AM (Atlanta), in 1939, and launching our first FM station, WSB-FM (Atlanta), in 1948.

We seek to maximize the revenues and
operating income 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 and geographic location.

STYLE="margin-top:18px;margin-bottom:0px">Acquisitions and Dispositions

We account for all
acquisitions 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
are summarized below.

In September 2006, we acquired WOKV-FM (formerly WBGB-FM), which serves the Jacksonville, Florida market, for a
purchase price of approximately $7.7 million.

In January 2005, we acquired an option to purchase five radio stations serving the Athens,
Georgia market, and in October 2006, the related agreement was amended to extend the period within which we could exercise our option to purchase the stations by approximately one month, to January 31, 2008. In January 2008, we exercised this
option, and in February 2008, we entered into a definitive asset purchase agreement to acquire the original five radio stations subject to the option and an additional station in Washington, Georgia. The aggregate $60 million purchase price for the
stations is reduced by the $12 million we previously paid to the sellers and is subject to other customary closing adjustments. See Note 4 to the Consolidated Financial Statements for more information about our previous payments to the sellers.
Pending regulatory approvals, we expect to close the acquisition in the second quarter of 2008.

The following table sets forth selected
information concerning the six radio stations we have agreed to acquire, including the format, frequency, Federal Communications Commission (FCC) license expiration date, FCC license classification, antenna height above average terrain and power:

 




















































































































Station Call Letters

  

Format

  

Frequency

  

Expiration Date
of License

  

Class

  

Height Above
Average Terrain

  

Power

WNGC-FM  Country  106.1 MHz  4/1/12  C1  299 m  100 kw
WGMG-FM  Adult Contemporary  102.1 MHz  4/1/12  C3  100 m  10 kw
WPUP-FM  Rock  103.7 MHz  4/1/12  C3  100 m  25 kw
WRFC-AM  Sports Radio  960 KHz  4/1/12  B  N.A. (1)  5 kw day/night
WGAU-AM  News/Talk  1340 KHz  4/1/12  C  N.A. (1)  1 kw day/night
WXKT-FM (2)  Country  100.1 MHz  4/1/12  A  90.2 m  5 kw

 





(1)Height above average terrain not applicable to AM stations.




(2)WXKT-FM is currently located in Washington, Georgia and is in the process of relocation to the Athens market.
STYLE="margin-top:0px;margin-bottom:0px"> 


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Table of Contents


PART III

 

ITEM 10. Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated by reference to Cox Radio’s Proxy Statement for the 2008 Annual Meeting of Shareholders.

Cox Radio’s Class A common stock is listed on the New York Stock Exchange (NYSE). The NYSE requires the Chief Executive Officer of each listed company to certify to the NYSE annually, after the company’s annual meeting of stockholders, that his or her company is in compliance with the NYSE’s corporate governance listing standards. In accordance with the NYSE’s procedures, on May 9, 2007, Robert F. Neil, Cox Radio’s President and Chief Executive Officer, certified to the NYSE that he was unaware of any violation of the NYSE’s corporate governance listing standards. Additionally, as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2007, Cox Radio has filed the certifications of its Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act of 2002 to be filed with the Securities and Exchange Commission regarding the quality of Cox Radio’s public disclosure.

 

ITEM 11. Executive Compensation

The information required by this Item is incorporated by reference to Cox Radio’s Proxy Statement for the 2008 Annual Meeting of Shareholders.

 

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference to Cox Radio’s Proxy Statement for the 2008 Annual Meeting of Shareholders.

 

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference to Cox Radio’s Proxy Statement for the 2008 Annual Meeting of Shareholders.

 

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Table of Contents
ITEM 14. Principal Accountant Fees and Services

The information required by this Item is incorporated by reference to Cox Radio’s Proxy Statement for the 2008 Annual Meeting of Shareholders.

This excerpt taken from the CXR 10-K filed Mar 13, 2007.

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 2007 Annual Meeting of Shareholders.

Cox Radio’s Class A common stock is listed on the New York Stock Exchange (NYSE). The NYSE requires the Chief Executive Officer of each listed company to certify to the NYSE annually, after the company’s annual meeting of stockholders, that his or her company is in compliance with the NYSE’s corporate governance listing standards. In accordance with the NYSE’s procedures, on May 4, 2006, Robert F. Neil, Cox Radio’s President and Chief Executive Officer, certified to the NYSE that he was unaware of any violation of the NYSE’s corporate governance listing standards. Additionally, as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2006, Cox Radio has filed the certifications of its Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act of 2002 to be filed with the Securities and Exchange Commission regarding the quality of Cox Radio’s public disclosure.

 

ITEM 11. Executive Compensation

The information required by this Item is incorporated by reference to Cox Radio’s Proxy Statement for the 2007 Annual Meeting of Shareholders.

 

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 2007 Annual Meeting of Shareholders.

 

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 2007 Annual Meeting of Shareholders.

 

55


Table of Contents
ITEM 14. Principal Accountant Fees and Services

The information required by this Item is incorporated by reference to Cox Radio’s Proxy Statement for the 2007 Annual Meeting of Shareholders.

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