================================================================================ 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, 2006 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- .) ================================================================================ GRUPO RADIO CENTRO REPORTS SECOND QUARTER AND FIRST HALF 2006 RESULTS PR Newswire -- July 13, 2006 MEXICO CITY, July 13 /PRNewswire-FirstCall/ -- Grupo Radio Centro, S.A. 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, 2006. All figures were prepared in accordance with the Financial Information Standards issued by the Mexican Board for Research and Development of Financial Standards and have been restated in constant Pesos as of June 30, 2006. Second Quarter Results Broadcasting revenue for the second quarter of 2006 was Ps. 234,947,000, representing an increase of 62.4% compared to the Ps. 144,656,000 reported for the same period of 2005. This increase was mainly attributable to the increase in advertising expenditures from political parties in connection with the July 2006 presidential and congressional elections. The Company's broadcasting expenses (excluding depreciation, amortization and corporate, general and administrative expenses) for the second quarter of 2006 were Ps. 122,787,000, representing an increase of 18.9% compared to the Ps. 103,235,000 reported for the same period of 2005. This increase was primarily due to increases in the second quarter of 2006 in (i) sales commissions paid to the Company's general sales force and (ii) the allowance for doubtful accounts, as well as expenses related to additional advertising and marketing campaigns conducted by the Company during the second quarter of 2006. For the second quarter of 2006, the Company reported broadcasting income (i.e., broadcasting revenue minus broadcasting expenses, excluding depreciation, amortization and corporate, general and administrative expenses) of Ps. 112,160,000, an increase of 170.8% compared to broadcasting income of Ps. 41,421,000 reported for the same period of 2005. This increase was mainly attributable to the increase in broadcasting revenue, which more than offset the increase in broadcasting expenses. Depreciation and amortization for the second quarter of 2006 amounted to Ps. 7,105,000, a 27.6% decrease compared to the Ps. 9,813,000 reported for the same period of 2005. This decrease was mainly attributed to the Company no longer recording in the second quarter of 2006 the depreciation of company vehicles whose useful lives ended in the second quarter of 2006. For the second quarter of 2006, the Company's corporate, general and administrative expenses were Ps. 3,338,000, a slight decrease compared to Ps. 3,341,000 reported for the same period of 2005. 2 The Company reported operating income of Ps. 101,717,000 for the second quarter of 2006 compared to operating income of Ps. 28,267,000 for the same period of 2005. This significant increase was mainly attributed to the increase in broadcasting revenue in the second quarter of 2006, which resulted from higher advertising expenditures from political parties in connection with the July 2006 presidential and congressional elections, which more than offset the increase in broadcasting expenses. It is important to notice that corporate, general and administrative expenses practically were not increased in the second quarter of 2006 compared to the same period of 2005. The Company reported a comprehensive financing gain for the second quarter of 2006 of Ps. 2,223,000 compared to a comprehensive financing gain of Ps. 2,452,000 for the same period of 2005. This slight decrease reflects the reduction in interest expense for the second quarter of 2006 compared to the same period of 2005, which resulted from (i) the cancellation of Ps. 6,451,000 of interest recorded in 2006 on the provision for the contingent liability recorded by the Company in 2003 and (ii) the Company no longer recording interest on bank debt after paying off the remaining balance of its bank debt on May 17, 2006. The favorable effect of this decrease, however, was more than offset by declines in the second quarter of 2006 compared to the same period of 2005 in (i) gain on foreign currency exchange, net, which was due primarily to the depreciation of the Peso against the U.S. dollar in the second quarter of 2006 compared to the appreciation of the Peso against the U.S. dollar for the same period of 2005, and (ii) gain on net monetary position, which was due primarily to a lower inflation rate in the second quarter of 2006 compared to the same period of 2005 During the second quarter of 2006, other expenses, net, totalled Ps. 14,265,000, a 17.2% increase compared to the Ps. 12,173,000 reported in the same period in 2005. This increase was mainly attributed to higher expenses related to the Company's listing, the implementation of the Sarbanes&Oaxley Law and legal expenses during the second quarter of 2006 compared to the same period of 2005. The Company reported income before extraordinary item and provisions for income tax and employee profit sharing of Ps. 89,675,000 for the second quarter of 2006, which is more than four times the Ps. 18,546,000 reported during the same period of 2005. During the second quarter of 2006, the Company recorded extraordinary income of Ps. 246,198,000, which resulted from the reversal of the Ps. 260,050,000 provision for the contingent liability recorded by the Company in 2003 minus the accumulated foreign exchange loss and interest recorded by the Company in 2006 in relation to the provision. The Company reversed the provision for the contingent liability after a Mexican court set aside and refused to enforce in Mexico the arbitration award issued against the Company in an arbitration proceeding. For the second quarter of 2006, the Company reported income before provisions for income tax and employee profit sharing of Ps. 335,873,000 compared to income before provisions for income tax and employee profit sharing of Ps. 18,546,000 reported for the same period of 2005. The Company recorded provisions for income tax and employee profit sharing for the second quarter of 2006 of Ps. 27,395,000 compared to provisions for income tax and employee profit sharing of Ps. 5,726,000 for the same period of 2005. This increase was primarily due to the increase in taxable income for the second quarter of 2006 compared to the same period of 2005. As a result of the foregoing, the Company's net income for the second quarter 2006 totalled Ps. 308,478,000, compared to a net income of Ps. 12,820,000 reported for same period of 2005. 3 First Half Results For the six months ended June 30, 2006, broadcasting revenue was Ps. 411,477,000, a 61.5% increase compared to the Ps. 254,794,000 reported for the same period of 2005. This increase was mainly attributable to the increase in advertising expenditures from political parties in connection with the elections that took place during the first half of 2006. The Company's broadcasting expenses (excluding depreciation, amortization and corporate, general and administrative expenses) reported for the first six months of 2006 were Ps. 222,515,000, a 14.9% increase compared to the Ps. 193,702,000 reported for the same period of 2005. This increase was primarily due to increases during the first six months of 2006 in (i) sales commissions paid to the Company's general sales force and (ii) the allowance for doubtful accounts, as well as expenses related to additional advertising and marketing campaigns conducted by the Company during the first six months of 2006. Broadcasting income (i.e., broadcasting revenue minus broadcasting expenses, excluding depreciation, amortization and corporate, general and administrative expenses) for the first six months of 2006, was Ps. 188,962,000, an increase of more than 200% compared to the Ps. 61,092,000 reported for the same period of 2005. This increase was mainly attributable to the increase in broadcasting revenue, which more than offset the increase in broadcasting expenses. Depreciation and amortization for the first six months of 2006 totalled Ps. 17,695,000, a decrease of 11.0% compared to the Ps. 19,891,000 reported for the same period of 2005. This decrease was mainly attributable to the Company no longer recording in the second quarter of 2006 the depreciation of company vehicles whose useful lives ended in the second quarter of 2006. The Company's corporate, general and administrative expenses during the first half of 2006 were Ps. 6,953,000, an increase of 3.6% compared to Ps. 6,713,000 reported for the same period of 2005. As a result of the foregoing, the Company reported operating income of Ps. 164,314,000 for the first half of 2006, which was more than quadruple the Ps. 34,488,000 operating income reported for the same period of 2005. The Company's comprehensive cost of financing for the first half of 2006 was Ps. 7,407,000, an increase of 89.5% compared to a comprehensive cost of financing of Ps. 3,908,000 for the first half of 2005. This increase reflects the decrease in interest expense for the first six months of 2006 compared to the same period of 2005, which resulted from (i) the cancellation of Ps. 6,451,000 of interest recorded in 2006 on the provision for the contingent liability recorded by the Company in 2003 and (ii) the Company no longer recording interest on bank debt after paying off the remaining balance of its bank debt on May 17, 2006. The favorable effect of this decrease, however, was more than offset by declines for the first six months of 2006 compared to the same period of 2005 in (i) gain on foreign currency exchange, net, which was due primarily to the depreciation of the Peso against the U.S. dollar in the first six months of 2006 compared to the appreciation of the Peso against the U.S. dollar in the same period of 2005, and (ii) gain on net monetary position, which was due primarily to a lower inflation rate for the first six months of 2006 compared to the same period for 2005. 4 Other expenses, net for the first half of 2006 were Ps. 23,277,000, a 8.1% increase compared to Ps. 21,524,000 reported for the same period of 2005. This increase was mainly attributed to higher expenses related to the Company's listing, the implementation of the Sarbanes&Oaxley Law and legal expenses during the first half of 2006 compared to the same period of 2005. For the first six months of 2006, the Company reported income before extraordinary item and provisions for income tax and employee profit sharing of Ps. 133,630,000, a substantial multiple of the Ps. 9,056,000 reported for the same period of 2005. During the first six months of 2006, the Company recorded extraordinary income of Ps. 246,198,000, which resulted from the reversal of the Ps. 260,050,000 million provision for the contingent liability recorded by the Company in 2003 less accumulated foreign exchange loss and interest recorded by the Company in 2006 in relation to the provision. The Company reversed the provision for the contingent liability after a Mexican court set aside and refused to enforce in Mexico the arbitration award issued against the Company in an arbitration proceeding. For the first half of 2006, the Company reported income before provisions for income tax and employee profit sharing of Ps. 379,828,000 compared to income before provisions for income tax and employee profit sharing of Ps. 9,056,000 reported for the same period of 2005. During the first half of 2006, the Company recorded provisions for income tax and employee profit sharing of Ps. 37,452,000 compared to provisions for income tax and employee profit sharing of Ps. 5,772,000 for the same period in 2005. This increase was primarily due to the increase in taxable income for the first half of 2006 compared to the same period of 2005. As a result of the foregoing, the Company had net income of Ps. 342,376,000 for the first half of 2006 compared to net income of Ps. 3,284,000 for the same period of 2005. Company Description: Grupo Radio Centro owns and/or operates 14 radio stations. Of these 14 radio stations, Grupo Radio Centro operates 11 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. In addition to the Organizacion Radio Centro radio stations, the Company also operates Grupo RED radio stations and Organizacion Impulsora de Radio (OIR), a radio network that 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. 5 GRUPO RADIO CENTRO, S.A. DE C.V. CONSOLIDATED UNAUDITED BALANCE SHEETS as of June 30, 2006 and 2005 in Mexican Pesos ("Ps.") with purchasing power as of June 30, 2006 (figures in thousands of Ps. and U.S. dollars ("U.S. $")(1), except per Share and per ADS amounts) June 30, -------------------------------------------- 2006 2005 ---------------------------- ------------ U.S. $(1) Ps. Ps. ------------ ------------ ------------ ASSETS Current assets: Cash and temporary investments 7,341 83,662 77,253 Accounts receivable: Broadcasting, net 21,413 244,051 157,570 Other 749 8,532 5,744 Income taxes recoverable 0 0 3,527 22,162 252,583 166,841 Prepaid expenses 1,490 16,978 13,737 Total current assets 30,993 353,223 257,831 Property and equipment, net 40,774 464,718 492,092 Deferred charges, net 901 10,271 13,053 Excess of cost over book value of net assets of subsidiaries, net 67,933 774,249 766,449 Other assets 282 3,220 3,323 Total assets 140,883 1,605,681 1,532,748 LIABILITIES Current: Notes payable 0 0 58,396 Advances from customers 5,602 63,847 52,599 Suppliers and other accounts payable 4,526 51,580 42,421 Taxes payable 6,331 72,161 21,406 Contingent liability 0 0 248,355 Total current liabilities 16,459 187,588 423,177 Long-Term: Notes payable 0 0 87,594 Reserve for labor liabilities 4,126 47,024 35,704 Deferred taxes 2,075 23,647 37,956 Total liabilities 22,660 258,259 584,431 SHAREHOLDERS' EQUITY Capital stock 102,860 1,172,327 1,175,426 Cumulative (deficit) earnings 20,145 229,603 (175,152) Reserve for repurchase of shares 3,481 39,673 42,048 Cumulative effect of deferred income taxes (8,715) (99,331) (99,331) Effects from labor liabilities (22) (255) 0 Surplus on restatement of capital 417 4,750 4,750 Minority interest 57 655 576 Total shareholders' equity 118,223 1,347,422 948,317 Total liabilities and stockholders' equity 140,883 1,605,681 1,532,748 (1) Peso amounts have been translated into U.S. dollars, solely for the convenience of the reader, at the rate of Ps. 11.3973 per U.S. dollar, the noon buying rate for Mexican pesos on June 30, 2006. 6 GRUPO RADIO CENTRO, S.A. DE C.V. CONSOLIDATED UNAUDITED STATEMENTS OF INCOME for the three-month and six-month periods ended June 30, 2006 and 2005 expressed In Mexican Pesos ("Ps.") with purchasing power as of June 30, 2006 (figures in thousands of Ps. and U.S. dollars ("U.S. $")(1), except per Share and per ADS amounts) 2nd Quarter Accumulated 6 months ------------------------------------ ------------------------------------ 2006 2005 2006 2005 ----------------------- ---------- ----------------------- ---------- U.S.$ (1) Ps. Ps. U.S.$ (1) Ps. Ps. ---------- ---------- ---------- ---------- ---------- ---------- Broadcasting revenue (2) 20,614 234,947 144,656 36,103 411,477 254,794 Broadcasting expenses, excluding depreciation, amortization and corporate expenses 10,773 122,787 103,235 19,523 222,515 193,702 Broadcasting income 9,841 112,160 41,421 16,580 188,962 61,092 Depreciation and amortization 623 7,105 9,813 1,553 17,695 19,891 Corporate, general and administrative expenses 293 3,338 3,341 610 6,953 6,713 Operating income 8,925 101,717 28,267 14,417 164,314 34,488 Comprehensive financing gain (cost): Interest expense (74) (848) (8,220) (807) (9,203) (16,648) Interest income (2) (51) (579) (321) 43 490 282 Gain (loss) on foreign currency exchange, net 319 3,634 9,769 3 32 9,159 Gain (loss) on net monetary position 1 16 1,224 112 1,274 3,299 195 2,223 2,452 (649) (7,407) (3,908) Other expenses, net (1,252) (14,265) (12,173) (2,042) (23,277) (21,524) Income (loss) before extraordinary item and provisions: 7,868 89,675 18,546 11,726 133,630 9,056 Extraordinary item 21,601 246,198 0 21,601 246,198 0 Income (loss) before provisions 29,469 335,873 18,546 33,327 379,828 9,056 Provisions for income tax & employee profit sharing 2,404 27,395 5,726 3,286 37,452 5,772 Net income (loss) 27,065 308,478 12,820 30,041 342,376 3,284 Net income (loss) applicable to: Majority interest 27,060 308,424 12,801 30,033 342,286 3,260 Minority interest 5 54 19 8 90 24 27,065 308,478 12,820 30,041 342,376 3,284 Net income (loss) per Series A Share (3) 0.218 2.487 0.195 Net income (loss) per ADS (3) 1.962 22.383 1.755 Weighted average common shares outstanding (000's) (3) 162,631 162,558 7 (1) Peso amounts have been translated into U.S. dollars, solely for the convenience of the reader, at the rate of Ps. 11.3973 per U.S. dollar, the noon buying rate for Mexican pesos on June 30, 2006. (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 2006 and 2005 was Ps. 1,193,000 and Ps. 1,025,000, respectively. Interest earned and treated as broadcasting revenue for the six months ended June 30, 2006 and 2005 was Ps. 1,772,000 and Ps. 1,135,000, 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. SOURCE Grupo Radio Centro, S.A. de C.V. -0- 07/13/2006 /CONTACT: In Mexico: Pedro Beltran or Alfredo Azpeitia, both of Grupo Radio Centro, S.A. de C.V., +5255-5728-4800 Ext. 7018, aazpeitia@grc.com.mx; or In NY: Maria Barona or Peter Majeski, both of i-advize Corporate Communications, Inc., +1-212-406-3690, grc@i-advize.com.mx/ /Web site: http://www.radiocentro.com.mx / (RC) 8 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 13, 2006 By: /s/ Pedro Beltran Nasr ------------------------- Name: Pedro Beltran Nasr Title: Chief Financial Officer 9