CONFORMED 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 For the month of July, 2004 Commission File Number 1-12090 GRUPO RADIO CENTRO, S.A. de C.V. (Translation of Registrant's name into English) Constituyentes 1154, Piso 7 Col. Lomas Altas, Mexico 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 ___ (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 ___ No X (If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82-_____ .) 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. de C.V. (Registrant) Date: July 20, 2004 By: /s/ Pedro Beltran Nasr Name: Pedro Beltran Nasr Title: Chief Financial Officer [LOGO] GRUPO RADIO CENTRO Earnings Release IR Contacts: In Mexico Pedro Beltran / Alfredo Azpeitia. Grupo Radio Centro. S.A. de C.V. Tel. (5255) 5728-4800 Ext. 7018 In New York: Maria Barona Melanie Carpenter i-advize Corporate Communications, Inc. Tel: (212) 406-3690 Email: grc@i-advize.com RC Listed NYSE THE NEW YORK STOCK EXCHANGE [LOGO] For Immediate Release July 19, 2004 -------------------------------------------------------------------------------- Grupo Radio Centro Reports Second Quarter and First Half 2004 Results -------------------------------------------------------------------------------- Mexico City, July 19, 2004 - Grupo Radio Centro, S.A. de C.V. (NYSE: RC, BMV: RCENTRO-A) (the "Company"), Mexico's leading radio broadcasting company, announced today its results of operations for the second quarter and first half ended June 30, 2004. All figures were prepared in accordance with generally accepted accounting principles in Mexico and have been restated in constant pesos as of June 30, 2004. For the second quarter of 2004, broadcasting revenue was Ps. 116,660,000, representing a decrease of 56.2% compared to Ps. 266,292,000 reported for the same period of 2003. This decrease was mainly attributable to higher advertising expenditures from political parties during 2003, in connection with the congressional elections that were held in July 2003, as well as lower broadcasting revenue due to the fact that the Company no longer received news services from Infored during the second quarter of 2004. The Company's broadcasting expenses (excluding depreciation, amortization and corporate, general and administrative expenses) during the second quarter of 2004 were Ps. 88,547,000, representing a decrease of 35.1% compared to Ps. 136,411,000 reported for the same period of 2003. This decrease was mainly attributable to lower costs from the production of the news program by Infored, which was produced for the Company until the end of the first quarter of 2004. For the second quarter ended June 30, 2004, the Company reported broadcasting income (i.e., broadcasting revenue minus broadcasting expenses, excluding depreciation, amortization and corporate, general and administrative expenses) of Ps. 28,113,000, representing a decrease of 78.4% compared to a broadcasting income of Ps. 129,881,000 reported for the same period in 2003. This decline was mainly attributable to the decrease in broadcasting revenue. Grupo Radio Centro, S.A. de C.V. Second Quarter and First Half 2004 Results Depreciation and amortization for the second quarter 2004 amounted to Ps. 23,233,000, an 18.0% decrease compared to Ps. 28,324,000 reported for the same period of 2003. This reduction was mainly due to the goodwill write-off in connection with a Company subsidiary during the second quarter 2003. For the second quarter of 2004, the Company's corporate, general and administrative expenses were Ps. 4,703,000, compared to Ps. 17,914,000 reported for the same period of 2003. This 73.7% decrease was due to lower fees, since there were no payments made to Infored related to the production of news programming during the second quarter of 2004. Primarily as a result of the decrease in broadcasting income, the Company reported operating income of Ps. 177,000 for the second quarter of 2004 compared to operating income of Ps. 83,643,000 reported for the same period of 2003. The Company's comprehensive financing cost was Ps. 14,538,000, an increase of 100.2% compared to a comprehensive financing cost of Ps. 7,263,000 reported for the same period of 2003. This unfavorable change was primarily attributable to an increase in foreign exchange loss, net, from Ps. 219,000 in the second quarter 2003 to Ps. 7,062,000 for the same period of 2004 related to the contingent liability in connection with the arbitration proceeding decision, which was announced in March 2004. During the period ended June 30, 2004, other expenses, net, were Ps. 11,382,000, compared to Ps. 17,972,000 reported for the same period in 2003. This 36.7% decrease was mainly attributed to lower legal expenses in 2004 compared to the same period of 2003. The Company reported a loss before provisions for income tax and employee profit sharing of Ps. 25,743,000, compared to a gain before provisions for income tax and employee profit sharing of Ps. 58,408,000 reported for the second quarter 2003. The Company recorded a reduction in provisions for income tax and employee profit sharing for the second quarter of 2004 of Ps. 2,738,000 compared to a provision of Ps. 2,138,000 for the same period of 2003. As a result of the foregoing, the Company's net loss for the second quarter 2004 was Ps. 23,005,000, compared to net income of Ps. 56,270,000 reported for same period of 2003. First Half Results For the six months ended June 30, 2004, broadcasting revenue was Ps. 233,300,000, a 49.6% decrease compared to Ps. 462,490,000 reported for the same period of 2003. This decrease was mainly attributable to higher advertising expenditures from political parties during 2003, in connection with the congressional elections held in July 2003, as well as lower broadcasting revenue due to the fact that the Company no longer received news services from Infored since the end of the first quarter of 2004. 2 Grupo Radio Centro, S.A. de C.V. Second Quarter and First Half 2004 Results The Company's broadcasting expenses (excluding depreciation, amortization and corporate, general and administrative expenses) were Ps. 201,119,000, a 20.3% decrease compared to Ps. 252,261,000 reported for the first half of 2003. This decrease in broadcasting expenses was primarily attributable to lower costs from the production of news programming, which Infored produced for the Company until the end of the first quarter of 2004. Broadcasting income (i.e., broadcasting revenue minus broadcasting expenses, excluding depreciation, amortization and corporate, general and administrative expenses) was Ps. 32,181,000, representing a decrease of 84.7% compared to Ps. 210,229,000 reported for the first half of 2003. This decrease was mainly attributable to the decrease in broadcasting revenue mainly from political advertising for the first half of 2004 compared to the same period of 2003. Depreciation and amortization was Ps. 46,602,000, a decrease of 19.4% compared to Ps. 57,797,000 reported for the first half of 2003. This decrease was mainly due to the goodwill write-off in connection with a Company subsidiary during the first half of 2003. The Company's corporate, general and administrative expenses during the first half of 2004 were Ps. 12,031,000, a decrease of 59.4% compared to Ps. 29,636,000 reported for the same period of 2003. This decrease was mainly due to lower fees paid to Infored, which ceased production of news services for the Company at the end of the first quarter of 2004. As a result of the decrease in broadcasting income, the Company reported an operating loss of Ps. 26,452,000 for the first half of 2004, compared to operating income of Ps. 122,796,000 reported for the same period of 2003. The Company's comprehensive financing cost was Ps. 17,960,000; a reduction of 11.7% compared to a comprehensive financing cost of Ps. 20,337,000 for the first half of 2003. This favorable change is mainly attributable to a reduction in the foreign exchange loss, net, to Ps. 5,401,000 from Ps. 7,413,000 for the first half of 2003. Other expenses, net, for the first half of 2004 were Ps. 21,629,000, a 39.7% decrease compared to Ps. 35,843,000 reported for the same period of 2003. This decrease is attributable to severance payments made during the first quarter of 2003 in connection with personnel reductions, as well as lower legal expenses in 2004, compared to the same period of 2003. For the first half of 2004, the Company reported a loss before provisions for income tax and employee profit sharing of Ps. 66,041,000, compared to income before provisions for income tax and employee profit sharing of Ps. 66,616,000 reported for the same period in 2003. During the first half of 2004, the Company recorded a reduction in provisions for income tax and employee profit sharing of Ps. 2,738,000 compared to a provision for income tax and employee profit sharing of Ps. 2,138,000 for the same period in 2003. As a result of the foregoing, the Company had a net loss of Ps. 63,303,000 for the first half of 2004 compared to net income of Ps. 64,478,000 for the first half of 2003. 3 Grupo Radio Centro, S.A. de C.V. Second Quarter and First Half 2004 Results Other Matters: From June 30, 2003 to June 30, 2004, the Company decreased its total bank debt by approximately Ps. 61.0 million, from Ps. 259.1 million to Ps. 198.1 million. While the Company has the right to use the Monitor brand, and while it intends to reduce its use, the Company changed the names of the news programs on its radio stations XHRED-FM (Radio Red FM) and XERED-AM (Radio Red AM), as it believes that this decision is in the Company's best interests. Company Description: Grupo Radio Centro owns and/or operates 14 radio stations, 11 of which are located in Mexico City. 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. The Company also operates Grupo RED radio stations and Organizacion Impulsora de Radio (OIR), a radio network which acts as the national sales representative for, and provides programming to Grupo Radio Centro-affiliated radio stations. -------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- 4 Grupo Radio Centro, S.A. de C.V. Second Quarter and First Half 2004 Results -------------------------------------------------------------------------------- GRUPO RADIO CENTRO, S.A. DE C.V. CONSOLIDATED UNAUDITED BALANCE SHEETS as of June 30, 2004 and 2003 in Mexican Pesos ("Ps.") with purchasing power as of June 30, 2004 (figures in thousands of Ps. and U.S. dollars ("U.S. $")(1), except per Share and per ADS amounts) -------------------------------------------------------------------------------- June 30 -------------------------------------- 2004 2003 U.S.$(1) Ps. Ps. ---------- ---------- ---------- ASSETS Current assets: Cash and temporary investments 2,263 25,811 136,452 ---------- ---------- ---------- Accounts receivable: Broadcasting, net 12,592 143,698 243,376 Other 745 8,498 9,754 Income tax recoverable 1,093 12,476 0 ---------- ---------- ---------- 14,430 164,672 253,130 Guarantee deposit 353 4,034 7,210 Prepaid expenses 774 8,827 18,271 ---------- ---------- ---------- Total current assets 17,820 203,344 415,063 Prepaid expenses 0 0 104,288 Property and equipment 41,358 471,958 488,814 Deferred charges 1,268 14,467 17,748 Guarantee deposit 0 0 4,206 Excess of cost over book value of subsidiaries 65,113 743,045 815,349 Other assets 277 3,161 3,274 ---------- ---------- ---------- Total assets 125,836 1,435,975 1,848,742 ========== ========== ========== LIABILITIES Current: Notes payable 4,961 56,618 134,936 Advances from customers 3,544 40,438 105,319 Other accounts payable and accrued expenses 3,764 42,959 62,490 Taxes payable 1,189 13,567 60,534 Contingent Liability 21,016 239,824 0 ---------- ---------- ---------- Total current liabilities 34,474 393,406 363,279 Long-Term: Deferred income tax 1,675 19,109 48,028 Notes payable 12,404 141,546 124,188 Reserve for labor obligations 2,542 29,005 28,873 ---------- ---------- ---------- Total liabilities 51,095 583,066 564,368 ---------- ---------- ---------- STOCKHOLDERS' EQUITY Capital stock 95,392 1,088,575 1,089,477 Retained earnings (16,384) (186,968) 243,410 Provision for repurchase of shares 3,370 38,457 38,636 Accumulated effect of deferred income tax (8,067) (92,063) (92,063) Surplus on restatement of capital 386 4,402 4,402 Minority interest 44 506 512 ---------- ---------- ---------- Total stockholders' equity 74,741 852,909 1,284,374 ---------- ---------- ---------- Total liabilities and stockholders' equity 125,836 1,435,975 1,848,742 ========== ========== ========== (1) Peso amounts have been translated into U.S. dollars, solely for the convenience of the reader, at the rate of Ps. 11.4116 per U.S. dollar, the noon buying rate for Mexican pesos on June 30, 2004. [LOGO] 5 Grupo Radio Centro, S.A. de C.V. Second Quarter and First Half 2004 Results -------------------------------------------------------------------------------- GRUPO RADIO CENTRO, S.A. DE C.V. CONSOLIDATED UNAUDITED STATEMENTS OF INCOME for the three-month and six-month periods ended June 30, 2004 and 2003 expressed in Mexican Pesos ("Ps.") with purchasing power as of June 30, 2004 (figures in thousands of Ps. and U.S. dollars ("U.S. $")(1), except per Share and per ADS amounts) -------------------------------------------------------------------------------- ------------------------------------------------------------------ 2nd Quarter First Half ------------------------------------------------------------------ 2004 2003 2004 2003 U.S.$ (1) Ps. Ps. U.S.$ (1) Ps. Ps. --------------------- ---------- ---------------------- ---------- Broadcasting revenue (2) 10,224 116,660 266,292 20,444 233,300 462,490 Broadcasting expenses, excluding depreciation, amortization and corporate expenses 7,759 88,547 136,411 17,624 201,119 252,261 ---------- ---------- ---------- ---------------------- ---------- Broadcasting income 2,465 28,113 129,881 2,820 32,181 210,229 .......... .......... .......... ...................... .......... Depreciation and amortization 2,036 23,233 28,324 4,084 46,602 57,797 Corporate general and administrative expenses 412 4,703 17,914 1,054 12,031 29,636 ---------- ---------- ---------- ---------------------- ---------- Operating income (loss) 17 177 83,643 (2,318) (26,452) 122,796 .......... .......... .......... ...................... .......... Comprehensive financing cost: Interest expense (689) (7,861) (6,858) (1,245) (14,226) (15,014) Interest income (2) 8 95 198 23 267 678 Foreign exchange (loss) income, net (618) (7,062) (219) (473) (5,401) (7,413) Gain (loss) on monetary position 25 290 (384) 123 1,400 1,412 ---------- ---------- ---------- ---------------------- ---------- (1,274) (14,538) (7,263) (1,572) (17,960) (20,337) Other expenses, net (997) (11,382) (17,972) (1,895) (21,629) (35,843) ---------- ---------- ---------- ---------------------- ---------- (Loss) income before the following provisions (2,254) (25,743) 58,408 (5,785) (66,041) 66,616 Provisions for income tax & employee profit sharing (240) (2,738) 2,138 (240) (2,738) 2,138 ---------- ---------- ---------- ---------------------- ---------- Net (loss) income (2,014) (23,005) 56,270 (5,545) (63,303) 64,478 Net (loss) income applicable to: Majority interest (2,014) (23,006) 56,271 (5,544) (63,292) 64,477 Minority interest 0 1 (1) (1) (11) 1 ---------- ---------- ---------- ---------------------- ---------- (2,014) (23,005) 56,270 (5,545) (63,303) 64,478 ========== ========== ========== ====================== ========== Net income for the LTM per Series A Share (3) ($0.204) (2.323) 0.980 Net income for the LTM per ADS (3) ($1.832) (20.903) 8.816 Weighted average common shares outstanding for the LTM (000's) (3) 162,625 163,763 ..................................................................................................................... (1) Peso amounts have been translated into U.S. dollars, solely for the convenience of the reader, at the rate of Ps. 11.4116 per U.S. dollar, the noon buying rate for Mexican pesos on June 30, 2004. (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 2004 and 2003 was Ps. 774,000 and Ps. 149,000, respectively. Interest earned and treated as broadcasting revenue for the six months ended June 30, 2004 and 2003 was Ps. 1,324,000 and Ps. 258,000, 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. [LOGO] 6