(Mark One) | ||
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
|
For the quarterly period ended September 30, 2007 | |
|
or | |
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
|
For the transition period from to |
Delaware
(State or other jurisdiction of incorporation or organization) |
13-3827791
(I.R.S. Employer Identification No.) |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
September 30,
December 31,
2007
2006
(In thousands, except share data)
$
63,810
66,815
35,681
32,142
3,470
3,460
102,961
102,417
40,872
28,022
749,864
749,864
32,806
32,806
1,301
1,328
5,079
5,914
1,995
1,634
2,794
7,755
$
937,672
929,740
$
16,719
18,622
351
394
319
375
3,482
3,882
22
22
3,250
3,250
428
79
2,014
2,014
26,585
28,638
747
2,064
149
166
313,625
316,063
7,598
413
16,755
15,787
164,325
153,683
529,784
516,814
89,932
89,932
4
4
4
4
2
2
523,626
522,397
2,794
7,755
(208,474
)
(207,168
)
317,956
322,994
$
937,672
929,740
Table of Contents
Three-Months Ended
Nine-Months Ended
September 30,
September 30,
2007
2006
2007
2006
(In thousands, except per share data)
$
46,772
45,891
$
133,580
132,507
12,553
12,739
37,224
37,544
17,219
17,879
53,323
54,305
3,881
3,125
10,596
10,314
1,194
968
3,436
2,800
34,847
34,711
104,579
104,963
51
6
50
(50,787
)
11,874
11,174
28,951
78,331
(4,789
)
(4,840
)
(14,213
)
(15,195
)
(2,997
)
25
16
1,985
(7
)
7,110
6,350
16,723
60,132
4,569
5,507
10,778
3,317
2,541
843
5,945
56,815
(2,417
)
(2,417
)
(7,251
)
(7,251
)
$
124
(1,574
)
$
(1,306
)
49,564
$
(0.02
)
$
(0.02
)
0.68
72,381
72,381
72,381
72,381
72,386
72,381
72,381
72,386
Table of Contents
and Comprehensive Income for the Nine-Months Ended September 30, 2007
Class C
Class A
Class B
Accumulated
preferred stock
common stock
common stock
Additional
other
Total
Number of
Par
Number of
Par
Number of
Par
paid-in
comprehensive
Accumulated
stockholders
shares
value
shares
value
shares
value
capital
income
deficit
equity
(In thousands, except share data)
380,000
$
4
40,277,805
$
4
24,503,500
$
2
$
522,397
$
7,755
$
(207,168
)
$
322,994
500,000
(500,000
)
1,229
1,229
(7,251
)
(7,251
)
5,945
5,945
(4,961
)
(4,961
)
984
380,000
$
4
40,777,805
$
4
24,003,500
$
2
$
523,626
$
2,794
$
(208,474
)
$
317,956
Table of Contents
Nine-Months Ended
September 30,
2007
2006
(In thousands)
$
5,945
56,815
50
(50,787
)
2,997
1,229
1,542
3,436
2,800
(173
)
(135
)
1,122
1,273
835
906
968
700
10,642
3,361
(1,800
)
170
183
170
(56
)
(56
)
(17
)
(4,588
)
208
(52
)
(252
)
(1,396
)
(79
)
(2,557
)
(4,701
)
(77
)
(1,320
)
13,694
13,612
64,751
(4,141
)
(6,670
)
(2,590
)
15
(18,537
)
(6,716
)
39,544
(2,438
)
(2,438
)
(101,000
)
(7,251
)
(7,252
)
(294
)
(482
)
(352
)
(9,983
)
(111,524
)
(3,005
)
(58,368
)
66,815
125,156
$
63,810
66,788
$
14,950
17,315
313
$
7,650
(4,961
)
907
5,338
14,778
Table of Contents
Table of Contents
Table of Contents
Three-Months Ended
Nine-Months Ended
September 30,
September 30,
2007
2006
2007
2006
$
192
178
$
569
533
32
92
101
266
144
192
559
743
$
368
462
$
1,229
1,542
Weighted
Weighted
Average
Average
Aggregate
Remaining
Exercise
Intrinsic
Contractual
Shares
Price
Value
Life (Years)
3,029
$
11.33
50
2.58
(141
)
10.55
2,938
$
11.21
$
5.2
2,521
$
11.67
$
4.8
Table of Contents
Weighted
Average
Weighted
Remaining
Weighted
Average
Contractual
Average
Unvested
Exercise
Life
Number
Exercise
Range of Exercise Prices
Vested Options
Options
Price
(Years)
Exercisable
Price
210
40
$
4.36
6.9
210
$
4.70
1,452
323
8.72
6.0
1,452
8.69
149
54
10.77
6.9
149
10.81
710
20.00
2.1
710
20.00
2,521
417
$
11.21
5.2
2,521
$
11.67
Weighted
Average Grant-
Date Fair Value
Shares
(per Share)
72
$
4.30
72
$
4.30
Table of Contents
Three-Months Ended
Nine-Months Ended
September 30,
Change
September 30,
Change
2007
2006
$
%
2007
2006
$
%
$
44,333
44,552
(219
)
(0%
)
$
126,421
129,339
(2,918
)
(2%
)
2,439
1,339
1,100
82%
7,159
3,168
3,991
126%
$
46,772
45,891
881
2%
$
133,580
132,507
1,073
1%
$
8,957
8,520
437
5%
$
26,867
25,276
1,591
6%
3,596
4,219
(623
)
(15%
)
10,357
12,268
(1,911
)
(16%
)
$
12,553
12,739
(186
)
(1%
)
$
37,224
37,544
(320
)
(1%
)
$
15,351
16,231
(880
)
(5%
)
$
48,068
48,573
(505
)
(1%
)
1,868
1,648
220
13%
5,255
5,732
(477
)
(8%
)
$
17,219
17,879
(660
)
(4%
)
$
53,323
54,305
(982
)
(2%
)
$
3,881
3,125
756
24%
$
10,596
10,314
282
3%
$
716
643
73
11%
$
2,153
1,866
287
15%
170
76
94
124%
440
206
234
114%
308
249
59
24%
843
728
115
16%
$
1,194
968
226
23%
$
3,436
2,800
636
23%
$
51
6
45
750%
$
50
(50,787
)
50,837
(100%
)
0%
0%
0%
0%
$
51
6
45
750%
$
50
(50,787
)
50,837
(100%
)
$
19,258
19,152
106
1%
$
49,283
104,411
(55,128
)
(53%
)
(3,195
)
(4,604
)
1,409
(31%
)
(8,893
)
(15,038
)
6,145
(41%
)
(4,189
)
(3,374
)
(815
)
24%
(11,439
)
(11,042
)
(397
)
4%
$
11,874
$
11,174
700
6%
$
28,951
$
78,331
(49,380
)
(63%
)
$
342
2,116
(1,774
)
(84%
)
$
1,358
3,639
(2,281
)
(63%
)
1,005
101
904
895%
3,030
2,542
488
19%
974
148
826
558%
2,343
489
1,854
379%
$
2,321
2,365
(44
)
(2%
)
$
6,731
6,670
61
1%
September 30,
December 31,
2007
2006
$
865,328
863,236
59,475
49,376
12,869
17,128
$
937,672
929,740
Table of Contents
Three-Months Ended
Nine-Months Ended
September 30,
September 30,
2007
2006
2007
2006
$
2,541
843
$
5,945
56,815
(6,630
)
(6,800
)
(4,961
)
907
$
(4,089
)
(5,957
)
$
984
57,722
Table of Contents
Table of Contents
Three-Months Ended
September 30,
Change
2007
2006
$
%
$
44,333
44,552
(219
)
(0%
)
2,439
1,339
1,100
82%
$
46,772
45,891
881
2%
$
8,957
8,520
437
5%
3,596
4,219
(623
)
(15%
)
$
12,553
12,739
(186
)
(1%
)
$
15,351
16,231
(880
)
(5%
)
1,868
1,648
220
13%
$
17,219
17,879
(660
)
(4%
)
$
3,881
3,125
756
24%
$
716
643
73
11%
170
76
94
124%
308
249
59
24%
$
1,194
968
226
23%
$
51
6
45
750%
0%
0%
$
51
6
45
750%
$
19,258
19,152
106
1%
(3,195
)
(4,604
)
1,409
(31%
)
(4,189
)
(3,374
)
(815
)
24%
$
11,874
$
11,174
700
6%
Table of Contents
Three-Months Ended
September 30,
Change
2007
2006
$
%
(In thousands)
$
46,772
45,891
881
2%
12,553
12,739
(186
)
(1%
)
17,219
17,879
(660
)
(4%
)
3,881
3,125
756
24%
1,194
968
226
23%
51
6
45
750%
$
11,874
11,174
700
6%
(4,789
)
(4,840
)
51
(1%
)
25
16
9
56%
4,569
5,507
(938
)
(17%
)
$
2,541
843
1,698
201%
Table of Contents
Nine-Months Ended
September 30,
Change
2007
2006
$
%
$
126,421
129,339
(2,918
)
(2%
)
7,159
3,168
3,991
126%
$
133,580
132,507
1,073
1%
$
26,867
25,276
1,591
6%
10,357
12,268
(1,911
)
(16%
)
$
37,224
37,544
(320
)
(1%
)
$
48,068
48,573
(505
)
(1%
)
5,255
5,732
(477
)
(8%
)
$
53,323
54,305
(982
)
(2%
)
$
10,596
10,314
282
3%
$
2,153
1,866
287
15%
440
206
234
114%
843
728
115
16%
$
3,436
2,800
636
23%
$
50
(50,787
)
50,837
(100%
)
0%
0%
$
50
(50,787
)
50,837
(100%
)
$
49,283
104,411
(55,128
)
(53%
)
(8,893
)
(15,038
)
6,145
(41%
)
(11,439
)
(11,042
)
(397
)
4%
$
28,951
$
78,331
(49,380
)
(63%
)
Table of Contents
Nine-Months Ended
September 30,
Change
2007
2006
$
%
(In thousands)
$
133,580
132,507
1,073
1%
37,224
37,544
(320
)
(1%
)
53,323
54,305
(982
)
(2%
)
10,596
10,314
282
3%
3,436
2,800
636
23%
50
(50,787
)
50,837
(100%
)
$
28,951
78,331
(49,380
)
(63%
)
(14,213
)
(15,195
)
982
(6%
)
(2,997
)
2,997
(100%
)
1,985
(7
)
1,992
(28457%
)
10,778
3,317
7,461
225%
$
5,945
56,815
(50,870
)
(90%
)
Table of Contents
the demand for advertising within the broadcasting industry and economic conditions in
general will not deteriorate in any material respect;
we will continue to successfully implement our business strategy; and
we will not incur any material unforeseen liabilities, including environmental liabilities
and legal judgments.
Table of Contents
Nine-Months Ended
September 30,
Change
2007
2006
$
(In thousands)
1,358
3,639
(2,281
)
3,030
2,542
488
2,343
489
1,854
$
6,731
6,670
61
$
13,694
13,612
82
(6,716
)
39,544
(46,260
)
(9,983
)
(111,524
)
101,541
$
(3,005
)
(58,368
)
Table of Contents
Table of Contents
22
23
Exhibit
Number
Exhibit Description
Third Amended and Restated Certificate of Incorporation of Spanish Broadcasting System, Inc. (the Company), dated September 29, 1999
(incorporated by reference to the Companys 1999 Registration Statement on Form S-1 (Commission File No. 333-85499) (the 1999 Registration
Statement)) (Exhibit A to this exhibit is incorporated by reference to the Companys Current Report on Form 8-K, dated March 25, 1996 (the
1996 Current Report).
Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Company, dated September 29, 1999 (incorporated
by reference to Exhibit 3.2 of the Companys 1999 Registration Statement).
Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.3 of the Companys 1999 Registration Statement).
Certificate of Elimination of 14 1/4% Senior Exchangeable Preferred Stock, Series A of the Company, dated October 28, 2003 (incorporated by
reference to Exhibit 3.3 of the Companys Quarterly Report on Form 10-Q, dated November 14, 2003 (the 11/14/03 Quarterly Report)).
Article V of the Third Amended and Restated Certificate of Incorporation of the Company, dated September 29, 1999 (incorporated by reference to
Exhibit 3.1 of the Companys 1999 Registration Statement).
Certificate of Designations dated October 29, 2003 Setting Forth the Voting Power, Preferences and Relative, Participating, Optional and Other
Special Rights and Qualifications, Limitations and Restrictions of the 10 3/4% Series A Cumulative Exchangeable Redeemable Preferred Stock of
Spanish Broadcasting System, Inc. (incorporated by reference to Exhibit 4.1 of the Companys 11/14/03 Quarterly Report).
Certificate of Designations dated October 29, 2003 Setting Forth the Voting Power, Preferences and Relative, Participating, Optional and Other
Special Rights and Qualifications, Limitations and Restrictions of the 10 3/4% Series B Cumulative Exchangeable Redeemable Preferred Stock of
Spanish Broadcasting System, Inc. (incorporated by reference to Exhibit 4.2 of the Companys 11/14/03 Quarterly Report).
Indenture dated June 29, 1994 among the Company, IBJ Schroder Bank & Trust Company, as Trustee, the Guarantors named therein and the Purchasers
named therein (incorporated by reference to Exhibit 4.1 of the Companys 1994 Registration Statement on Form S-4 (the 1994 Registration
Statement).
First Supplemental Indenture dated as of March 25, 1996 to the Indenture dated as of June 29, 1994 among the Company, the Guarantors named
therein and IBJ Schroder Bank & Trust Company, as Trustee (incorporated by reference to the 1996 Current Report).
Second Supplemental Indenture dated as of March 1, 1997 to the Indenture dated as of June 29, 1994 among the Company, the Guarantors named
therein and IBJ Schroder Bank & Trust Company, as Trustee (incorporated by reference to the 1996 Current Report).
Supplemental Indenture dated as of October 21, 1999 to the Indenture dated as of June 29, 1994 among the Company, the Guarantors named therein
and IBJ Schroder Bank & Trust Company, as Trustee (incorporated by reference to the Companys 1999 Registration Statement).
Table of Contents
Exhibit
Number
Exhibit Description
Indenture with respect to 9 5/8% Senior Subordinated Notes due 2009 with The Bank of New York as Trustee, dated November 2, 1999 (incorporated
by reference to the Current Report on Form 8-K dated November 2, 1999 (the 1999 Current Report)).
Indenture with respect to 9 5/8% Senior Subordinated Notes due 2009 with the Bank of New York as Trustee, dated June 8, 2001 (incorporated by
reference to the Companys Registration Statement on Form S-3, filed on June 25, 2001 (the 2001 Form S-3).
Form of stock certificate for the Class A common stock of the Company (incorporated by reference to the Companys 1999 Registration Statement).
Certificate of Elimination of 14 1/4% of Senior Exchangeable Preferred Stock, Series A of the Company, dated October 28, 2003 (incorporated by
reference to Exhibit 3.3 of the Companys Quarterly Report on Form 10-Q filed November 14, 2003).
Certificate of Designation Setting Forth the Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and
Qualifications, Limitations and Restrictions of the Series C Convertible Preferred Stock of the Company (Certificate of Designation of Series C
Preferred Stock) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on December 27, 2004).
Certificate of Correction to Certificate of Designation of Series C Preferred Stock of the Company dated January 7, 2005 (incorporated by
reference to Exhibit 4.13 of the Companys Annual Report filed on Form 10-K for the fiscal year 2004).
Indemnification Agreement with Mitchell A. Yellen as of October 1, 2007.
Stock Option Agreement dated as of October 1, 2007 between the Company and Mitchell A. Yellen.
Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Companys 2004 Form 10-K).
Chief Executive Officers Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Chief Financial Officers Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Chief Executive Officers Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Chief Financial Officers Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Table of Contents
24
SPANISH BROADCASTING SYSTEM, INC.
By:
/s/
JOSEPH A. GARCÍA
JOSEPH A. GARCÍA
Executive Vice President, Chief
Financial Officer and Secretary (principal
financial and accounting officer and duly
authorized officer of the registrant)
Table of Contents
Exhibit
Number
Exhibit Description
Third Amended and Restated Certificate of Incorporation of Spanish Broadcasting System, Inc. (the Company), dated September 29, 1999
(incorporated by reference to the Companys 1999 Registration Statement on Form S-1 (Commission File No. 333-85499) (the 1999 Registration
Statement)) (Exhibit A to this exhibit is incorporated by reference to the Companys Current Report on Form 8-K, dated March 25, 1996 (the
1996 Current Report).
Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Company, dated September 29, 1999 (incorporated
by reference to Exhibit 3.2 of the Companys 1999 Registration Statement).
Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.3 of the Companys 1999 Registration Statement).
Certificate of Elimination of 14 1/4% Senior Exchangeable Preferred Stock, Series A of the Company, dated October 28, 2003 (incorporated by
reference to Exhibit 3.3 of the Companys Quarterly Report on Form 10-Q, dated November 14, 2003 (the 11/14/03 Quarterly Report)).
Article V of the Third Amended and Restated Certificate of Incorporation of the Company, dated September 29, 1999 (incorporated by reference to
Exhibit 3.1 of the Companys 1999 Registration Statement).
Certificate of Designations dated October 29, 2003 Setting Forth the Voting Power, Preferences and Relative, Participating, Optional and Other
Special Rights and Qualifications, Limitations and Restrictions of the 10 3/4% Series A Cumulative Exchangeable Redeemable Preferred Stock of
Spanish Broadcasting System, Inc. (incorporated by reference to Exhibit 4.1 of the Companys 11/14/03 Quarterly Report).
Certificate of Designations dated October 29, 2003 Setting Forth the Voting Power, Preferences and Relative, Participating, Optional and Other
Special Rights and Qualifications, Limitations and Restrictions of the 10 3/4% Series B Cumulative Exchangeable Redeemable Preferred Stock of
Spanish Broadcasting System, Inc. (incorporated by reference to Exhibit 4.2 of the Companys 11/14/03 Quarterly Report).
Indenture dated June 29, 1994 among the Company, IBJ Schroder Bank & Trust Company, as Trustee, the Guarantors named therein and the Purchasers
named therein (incorporated by reference to Exhibit 4.1 of the Companys 1994 Registration Statement on Form S-4 (the 1994 Registration
Statement).
First Supplemental Indenture dated as of March 25, 1996 to the Indenture dated as of June 29, 1994 among the Company, the Guarantors named
therein and IBJ Schroder Bank & Trust Company, as Trustee (incorporated by reference to the 1996 Current Report).
Second Supplemental Indenture dated as of March 1, 1997 to the Indenture dated as of June 29, 1994 among the Company, the Guarantors named
therein and IBJ Schroder Bank & Trust Company, as Trustee (incorporated by reference to the 1996 Current Report).
Supplemental Indenture dated as of October 21, 1999 to the Indenture dated as of June 29, 1994 among the Company, the Guarantors named therein
and IBJ Schroder Bank & Trust Company, as Trustee (incorporated by reference to the Companys 1999 Registration Statement).
Indenture with respect to 9 5/8% Senior Subordinated Notes due 2009 with The Bank of New York as Trustee, dated November 2, 1999 (incorporated
by reference to the Current Report on Form 8-K dated November 2, 1999 (the 1999 Current Report)).
Indenture with respect to 9 5/8% Senior Subordinated Notes due 2009 with the Bank of New York as Trustee, dated June 8, 2001 (incorporated by
reference to the Companys Registration Statement on Form S-3, filed on June 25, 2001 (the 2001 Form S-3).
Form of stock certificate for the Class A common stock of the Company (incorporated by reference to the Companys 1999 Registration Statement).
Certificate of Elimination of 14 1/4% of Senior Exchangeable Preferred Stock, Series A of the Company, dated October 28, 2003 (incorporated by
reference to Exhibit 3.3 of the Companys Quarterly Report on Form 10-Q filed November 14, 2003).
Table of Contents
Exhibit
Number
Exhibit Description
Certificate of Designation Setting Forth the Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and
Qualifications, Limitations and Restrictions of the Series C Convertible Preferred Stock of the Company (Certificate of Designation of Series C
Preferred Stock) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on December 27, 2004).
Certificate of Correction to Certificate of Designation of Series C Preferred Stock of the Company dated January 7, 2005 (incorporated by
reference to Exhibit 4.13 of the Companys Annual Report filed on Form 10-K for the fiscal year 2004).
Indemnification Agreement with Mitchell A. Yellen as of October 1, 2007.
Stock Option Agreement dated as of October 1, 2007 between the Company and Mitchell A. Yellen.
Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Companys 2004 Form 10-K).
Chief Executive Officers Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Chief Financial Officers Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Chief Executive Officers Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Chief Financial Officers Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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SPANISH BROADCASTING SYSTEM, INC.
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By: | /s/ Joseph A. Garcia | |||
Name: | Joseph A. Garcia | |||
Title: | EVP/CFO | |||
INDEMNITEE
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/s/ Mitchell A. Yelen | ||||
Mitchell A. Yelen | ||||
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Granted To:
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Mitchell Yelen | |
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ID# Yelen | |
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Grant Date:
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September 28, 2007 | |
Option Granted:
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50,000 | |
Option Price per Share:
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$2.58 Total Cost to Exercise: $129,000.00 | |
Expiration Date:
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September 28, 2017 unless terminated earlier. | |
Vesting Schedule:
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20% immediately, 20% each year | |
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10,000 on 09/28/2008 | |
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10,000 on 09/28/2009 | |
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10,000 on 09/28/2010 | |
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10,000 on 09/28/2011 | |
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Transferability:
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Not transferable except in accordance with the Plan. |
/s/ RAÚL ALARCÓN, JR. | ||||
Name: | Raúl Alarcón, Jr. | |||
Title: | Chairman of the Board of Directors, Chief Executive Officer and President | |||
/s/ JOSEPH A. GARCÍA | ||||
Name: | Joseph A. García | |||
Title: | Chief Financial Officer, Executive Vice President and Secretary | |||
/s/ RAÚL ALARCÓN, JR. | ||||
Name: | Raúl Alarcón, Jr. | |||
Title: | Chairman of the Board of Directors, President and Chief Executive Officer | |||
/s/ JOSEPH A. GARCÍA | ||||
Name: | Joseph A. García | |||
Title: | Chief Financial Officer, Executive Vice President and Secretary | |||