UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (
Date of earliest event reported
): May 15, 2009
SPANISH BROADCASTING SYSTEM, INC.
(
Exact name of registrant as specified in its charter
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Delaware
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000-27823
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13-3827791
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(State or other jurisdiction
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(Commission
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(IRS Employer Identification No.)
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of incorporation)
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File Number)
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2601 South Bayshore Drive, PH II, Coconut Grove, Florida
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33133
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(Address of principal executive offices)
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(Zip Code)
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(305) 441-6901
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (
see
General
Instruction A.2. below):
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition.
On May 15, 2008, Spanish Broadcasting System, Inc. (the Company) issued a press release
announcing its financial results for the quarter ended March 31, 2009. A copy of the press release
is attached hereto as Exhibit 99.1.
This information shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 5.05 Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of
Ethics.
On May 12, 2009, the Board of Directors of the Company approved certain amendments to the
Companys Code of Business Conduct and Ethics (the Code of Ethics), which applies to all of the
directors, officers and employees of the Company and its subsidiaries. The Code of Ethics was
amended to clarify and expand the Companys policies with respect to, among other things: (a)
conflict of interest, (b) records and information created in the business setting, (c) accuracy of
financial reports and other public communications, and (d) reporting procedures. A copy of the
amended Code of Ethics is available on the Companys website at
http://www.spanishbroadcasting.com.
The foregoing description of the amendments to the Code of Ethics is qualified in its entirety
by reference to the amended Code of Ethics, which is attached as Exhibit 14.1, and incorporated
herein by reference.
Item 8.01 Other Events.
The annual meeting of the stockholders of the Company will be held on Wednesday, June 3, 2009
(the Annual Meeting). The close of business on Thursday, April 16, 2009, was the record date for
determining the stockholders of the Company who are entitled to notice of, and to vote at, the
Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
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14.1
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- Spanish Broadcasting System, Inc. Code of Business Conduct and Ethics.
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99.1
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- Press Release of Spanish Broadcasting System, Inc., dated May 15, 2009.
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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 hereunto duly authorized.
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SPANISH BROADCASTING SYSTEM, INC.
(Registrant)
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May 15, 2009
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By:
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/s/ Joseph A. García
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Joseph A. García
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Chief Financial Officer, Chief
Administrative Officer, Senior Executive
Vice President and Secretary
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3
Exhibit Index
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Exhibit No.
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Description
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14.1
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- Spanish Broadcasting System, Inc. Code of Business Conduct and Ethics.
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99.1
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- Press Release of Spanish Broadcasting System, Inc., dated May 15, 2009.
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4
Exhibit 14.1
SPANISH BROADCASTING SYSTEM, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION
Purpose
This Code of Business Conduct and Ethics (the Code) applies to all of our directors,
officers and employees, including employees of any of the Companys subsidiaries. We refer to all
persons covered by this Code as Company employees or simply employees. We also refer to our
Chief Executive Officer, our Chief Financial Officer, our Chief Revenue Officer and our Chief
Creative Officer as our principal financial officers. All references to we, us, our, SBS,
our company or the Company in this report mean Spanish Broadcasting System, Inc.
Seeking Help and Information
This Code is not intended to be a comprehensive rulebook and cannot address every situation
that you may face. If you feel uncomfortable about a situation or have any doubts about whether it
is consistent with the Companys ethical standards, seek help. We encourage you to contact your
supervisor for help first. If your supervisor cannot answer your question or if you do not feel
comfortable contacting your supervisor, contact the SBS Legal Department.
Reporting Violations of the Code
All employees have a duty to report any known or suspected violation of this Code, including
any violation of the laws, rules, regulations or policies that apply to the Company. We have
provided several mechanisms to deal with questions you may have or matters which you may wish to
report.
(i)
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confidentially and anonymously through a toll free telephone hotline operated by an
independent party at 1-866-789-1229, via the web at www.tnwinc.com/webreport or via facsimile
at 1-770-409-5008 or 1-800-478-6159.
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(ii)
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directly to the Chairman of the Audit Committee in writing as follows: Audit Committee
Chairman, c/o Internal Audit, Spanish Broadcasting System, Inc., 2601 South Bayshore Drive,
PH II, Coconut Grove, Florida 33133.
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(iii)
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the Company also maintains an open-door policy and encourages employees to discuss these
issues with their supervisors, Company officers or the Companys
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General Counsel. If you are uncomfortable discussing these matters with Company management
in your market, then you may discuss any of these issues with higher levels of management,
including the Chief Executive Officer, Chief Financial Officer, Chief Creating Officer,
General Counsel, the Board of Directors or Audit Committee.
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All reports of known or suspected violations of the law or this Code will be handled
sensitively and with discretion. Your supervisor, the General Counsel and the Company will protect
your confidentiality to the extent possible, consistent with law and the Companys need to
investigate your concern. The Company prohibits retaliation against an employee who, in good faith,
seeks help or reports known or suspected violations.
It is Company policy that any employee who violates this Code will be subject to appropriate
discipline, which may include termination of employment. This determination will be based upon the
facts and circumstances of each particular situation. An employee accused of violating this Code
will be given an opportunity to present his or her version of the events at issue prior to any
determination of appropriate discipline. Employees who violate the law or this Code may expose
themselves to substantial civil damages, criminal fines and prison terms. The Company may also face
substantial fines and penalties and may incur damage to its reputation and standing in the
community. Your conduct as a representative of the Company, if it does not comply with the law or
with this Code, can result in serious consequences for both you and the Company.
Waivers of the Code
Waivers of this Code will be granted only in extraordinary circumstances. Waivers of this Code
for employees may be made only by an executive officer of the Company. Any waiver of this Code for
our directors, executive officers or other principal financial officers may be made only by our
Board of Directors and will be disclosed to the public as required by law or the rules of the
Nasdaq National Market.
CONFLICTS OF INTEREST
Identifying Potential Conflicts of Interest
A conflict of interest can occur when an employees private interest interferes, or appears to
interfere, with the interests of the Company as a whole. You should avoid any private interest that
influences your ability to act in the interests of the Company or that makes it difficult to
perform your work objectively and effectively.
A conflict situation can arise when a director, officer or employee takes actions or has
interests that may make it difficult to perform his or her work for the Company objectively and
effectively. Conflicts of interest also may arise when a director, officer or employee, or a member
of his or her family, receives improper personal benefits as a
result of his or her position in the Company. Loans to, or guarantees of obligations of,
directors, officers or employees and their family members are of special concern because they may
create conflicts of interest.
Identifying potential conflicts of interest may not always be clear-cut. The following situations
are examples of conflicts of interest:
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Other Involvement in Outside Businesses
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A conflict of interest exists if an employee engages as a director, officer, employee,
promoter or consultant in or receives compensation from an outside business which (a) is a
competitor or (b) a material customer or supplier of the Company. No employee should serve
on a board of directors or trustees or on a committee of any entity (whether profit or
not-far-profit) whose interests reasonably would be expected to conflict with those of the
Company.
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Improper Personal Benefits.
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No employee should obtain any material (as to him or her) personal benefits or favors
because of his or her position with the Company. No employee or immediate family member may
accept, from any person having material business dealings with the Company, entertainment
that goes beyond common courtesies usually associated with accepted business practice.
Employees who purchase products and services for the Company must deal with suppliers in a
respectable, professional and legal manner. As a general rule, employees should not
directly or indirectly accept gifts or incentives (other than those of nominal value, such
as a free calendar) from suppliers.
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Actions of Family Members.
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The actions of family members outside the workplace may also give rise to the conflicts of
interest described above because they may influence an employees objectivity in making
decisions on behalf of the Company. For purposes of this Code, family members include
your spouse or life-partner, brothers, sisters and parents, in-laws and children whether
such relationships are by blood or adoption.
It is not possible to list all situations in which a conflict of interest may exist or may
appear to exist. We must rely on the integrity and good judgment of our directors, officers, and
employees in avoiding situations that may create a conflict of interest. If questions arise, you
should consult with your supervisor, higher levels of management or the Companys General Counsel.
Any director, officer or employee who becomes aware of a conflict or potential conflict must bring
it to the attention of a supervisor, officer or other appropriate personnel.
Disclosure of Conflicts of Interest
The Company requires that employees disclose any situations that reasonably would be expected
to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or
something that others could reasonably perceive as a conflict of interest, you must report it to
your supervisor or the General Counsel. Your supervisor and the General Counsel will work with you
to determine whether you have a conflict of interest and, if so, how best to address it. Although
conflicts of interest are not automatically prohibited and may be approved in accordance with
guidelines established by the Audit Committee of the Company Board of Directors, they are not
desirable and may only be waived as described in Waivers of the Code above. Compliance with such
Audit Committee guidelines shall not be deemed an explicit or implicit waiver of this Code.
COMPANY RECORDS
Accurate and reliable records are crucial to our business. Our records are the basis of our
earnings statements, financial reports and other disclosures to the public and guide our business
decision-making and strategic planning. Company records include booking information, payroll,
timecards, travel and expense reports, e-mails, accounting and financial data, measurement and
performance records, electronic data files and all other records maintained in the ordinary course
of our business.
All Company records must be complete, accurate and reliable in all material respects.
Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices
and are prohibited. You are responsible for understanding and complying with our record keeping
policy. Ask your supervisor if you have any questions.
Note: The Company has a formal document retention policy that each employee must follow with
respect to Company records within such employees control. Please contact your supervisor or the
General Counsel to obtain a copy of this policy.
ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS
As a public company we are subject to various securities laws, regulations and reporting
obligations. Both federal law and our policies require the disclosure of accurate and complete
information regarding the Companys business, financial condition and results of operations.
Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the
Company and result in legal liability.
Each director, officer, principal financial officer and employee involved in the Companys
disclosure process have a special responsibility to ensure that all of our financial disclosures
are full, fair, accurate, timely and understandable. These Employees must understand and strictly
comply with generally accepted accounting principles and
all standards, laws and regulations for accounting and financial reporting of transactions,
estimates and forecasts. Employees must properly record and report all financial transactions in
accordance with the Companys accounting policies to ensure compliance with applicable laws and
regulations. It is a violation of Company policy to misrepresent the Companys financial
performance. It is a violation of Company policy to unduly or fraudulently influence, coerce,
manipulate or mislead any auditors regarding financial statements or accounting books and records.
All disclosures of information must be accurate, complete, objective, fair, relevant, timely and
understandable, including filings with and other submissions to the U.S. Securities and Exchange
Commission.
BUSINESS INFORMATION
Employees may not use for their personal benefit any information about the Company or
information acquired as a result of an Employees relationship with the Company. In addition,
Employees may not buy or sell Company securities directly or indirectly on the basis of material,
inside information or communicate such information to others for that purpose. In order to avoid
the appearance of impropriety, Employees also must not trade securities of any other company on the
basis of material undisclosed information obtained in the course of their Company employment or
communicate such information to others for that purpose.
Note: The Company has a formal Insider Trading policy that each employee must follow. Please
contact your supervisor or the General Counsel to obtain a copy of this policy.
COMPLIANCE WITH LAWS AND REGULATIONS
Each Employee has an obligation to comply with all laws, rules and regulations applicable to
the Company operations. These include, without limitation all applicable state and federal
securities laws and laws/regulations:
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that provide a work environment that is free from unlawful discrimination or harassment
based on race, color, age, sex, religion, national origin, or any other personal
characteristic protected by applicable federal, state and local laws;
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that cover occupational health and safety, bribery and kickbacks, copyrights,
trademarks and trade secrets, information privacy, illegal political contributions,
antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities,
environmental hazards, false or misleading financial information or misuse of corporate
assets;
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that prohibit the receipt of payola or plugola compensation without proper disclosure.
You are expected to understand and comply with all laws, rules and regulations that apply
to your job position. If any doubt exists about whether a course of action is lawful, you
should seek advice from your supervisor or the General Counsel.
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CONCLUSION
This Code of Business Conduct and Ethics contains general guidelines for conducting the
business of the Company consistent with high standards of business ethics. If you have any
questions about these guidelines, please contact your supervisor or the General Counsel. We expect
all Company employees to adhere to these standards.
This Code, as applied to the Companys principal financial officers, shall be our code of ethics
within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated there
under.
This Code and the matters contained herein are neither a contract of employment nor a guarantee of
continuing Company policy. We reserve the right to amend, supplement or discontinue this Code and
the matters addressed herein, without prior notice, at any time.
Revised 5/12/09
CERTIFICATION
I,
do hereby certify that:
(Print Name)
1. I have received and carefully read the Spanish Broadcasting System, Inc. Code of Business
Conduct and Ethics (the Code of Business Conduct and Ethics);
2. I understand the Code of Business Conduct and Ethics; and
3. I have complied and will continue to comply with the terms of the Code of Business Conduct
and Ethics.
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Signature
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Date
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Station Call Letters (If Applicable)
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Exceptions (continue on additional pages if necessary):
Exhibit 99.1
For immediate release
SPANISH BROADCASTING SYSTEM, INC. REPORTS
RESULTS FOR THE FIRST QUARTER 2009
COCONUT GROVE
,
FLORIDA
, May 15, 2009 Spanish Broadcasting System, Inc. (the Company or SBS)
(NASDAQ: SBSA) today reported financial results for the first quarter ended March 31, 2009.
Discussion and Results
Raúl
Alarcón, Jr., Chairman and CEO, commented, We made
considerable progress in reducing our costs
during the quarter, significantly offsetting the impact of the
global economic recession and bleak U.S. advertising market. MegaTV generated another healthy revenue increase, as we continued to expand
and monetize our growing TV audience. Our radio operations reported reduced revenues, despite
continued strong audience shares, reflecting the ongoing industry-wide advertising downturn.
Looking ahead, our ability to deliver Hispanic audiences to national and local advertisers in the
nations top markets has never been stronger. We will continue to support our station brands,
while aggressively controlling our costs, with the goal of positioning our assets for growth over
the long-term.
Quarter Results
For the quarter ended March 31, 2009, consolidated net revenue totaled $27.8 million compared to
$36.4 million for the same prior year period, resulting in a decrease of $8.6 million or 24%. This
consolidated decrease was attributable to our radio segment which had a net revenue decrease of
$8.8 million or 27%, offset by an increase in our television segment net revenue of $0.2 million or
6%. Our radio segment had a decrease in net revenue primarily due to lower local and national
sales caused mainly by the decline in economic conditions. The decrease in local sales occurred in
all of our markets, with the exception of our Chicago market. The decrease in national sales
occurred in all of our markets. Our television segment continues to increase its advertising and
content demand as MegaTV continues to increase its viewership.
Operating income (loss) before depreciation and amortization, gain on the disposal of assets, net,
and impairment of FCC broadcasting licenses and restructuring costs, a non-GAAP measure, totaled
$2.6 million compared to $(1.4) million for the same prior year period, representing an increase of
$4.0 million. This increase was primarily attributed to the decreases in station operating
expenses of $11.9 million and corporate expenses of $0.7 million, offset by a decrease in net
revenue of $8.6 million. Please refer to the Segment Data and Non-GAAP Financial Measures section
for definitions and a reconciliation of GAAP to non-GAAP financial measures.
Operating loss totaled $(9.7) million compared to $(2.8) million for the same prior year period.
The increase in operating loss was mainly due to the impairment of FCC broadcasting licenses and
restructuring costs of $10.6 million. Also contributing to the increase in operating loss was a
decrease in our net revenue, offset by decreases in our station operating expenses and corporate
expenses. Please refer to the Impairment of FCC Broadcasting Licenses and Restructuring Costs
section for a detailed discussion.
Loss before income taxes totaled $(13.2) million compared to $(5.9) million for the same prior year
period.
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Spanish Broadcasting System, Inc.
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Page 2
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Impairment of FCC Broadcasting Licenses
As a result of the SFAS No. 142 impairment testing of our indefinite-lived intangible assets and
goodwill, we recorded a non-cash impairment loss of approximately $10.1 million that reduced the
carrying values of our FCC broadcasting licenses in our Chicago and San Francisco markets. The
impairment loss was due to changes in estimates and
assumptions which were primarily: (a) lower industry advertising revenue growth projections in our
respective markets, and (b) lower industry profit margins.
Restructuring Costs
As a result of the decrease in the demand for advertising and the continued deterioration of the
economy, we began to implement a restructuring plan in the third quarter of fiscal year 2008 to
reduce expenses throughout the Company and have incurred costs totaling $3.0 million to date, which
includes $0.5 million for the three-months ended March 31, 2009, related to the termination of
various programming contracts and personnel. In addition, we are reviewing further cost-cutting
measures, as we continue to evaluate the scope and duration of the current economic slowdown and
its anticipated impact on our operations.
About Spanish Broadcasting System, Inc.
Spanish Broadcasting System, Inc. is the largest publicly traded Hispanic-controlled media and
entertainment company in the United States. SBS owns and/or operates 21 radio stations located in
the top Hispanic markets of New York, Los Angeles, Miami, Chicago, San Francisco and Puerto Rico,
including the #1 Spanish-language radio station in America, WSKQ-FM in New York City, as well as 4
of the Top 8 rated radio stations airing the Tropical, Mexican Regional, Spanish Adult Contemporary
and Hurban format genres. The Company also owns and operates Mega TV, a television operation
serving the South Florida and Puerto Rico markets, with national distribution through DirecTV Mas
and various over-the-air affiliates. SBS also produces live concerts and events throughout the U.S.
and Puerto Rico. In addition, the Company operates
www.LaMusica.com
, a bilingual Spanish-English
online site providing content related to Latin music, entertainment, news and culture. The
Companys corporate Web site can be accessed at
www.spanishbroadcasting.com
.
This press release contains certain forward-looking statements. These forward-looking statements,
which are included in accordance with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors
that may cause the Companys actual results and performance in future periods to be materially
different from any future results or performance suggested by the forward-looking statements in
this press release. Although the Company believes the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, it can give no assurance that
actual results will not differ materially from these expectations, and the Company disclaims any
duty to update any forward-looking statements made by the Company. From time to time, these risks,
uncertainties and other factors are discussed in the Companys filings with the Securities and
Exchange Commission.
(Financial Table Follows)
Contacts:
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Analysts and Investors
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Analysts, Investors or Media
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Joseph A. García
Chief Financial Officer, Chief Administrative Officer,
Senior Executive Vice President and Secretary
(305) 441-6901
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Chris Plunkett
Brainerd Communicators, Inc.
(212) 986-6667
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Spanish Broadcasting System, Inc.
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Page 3
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Below are the Unaudited Condensed Consolidated Statements of Operations and other information as of
and for the quarter ended March 31, 2009 and 2008.
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Quarter Ended March 31,
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Amounts in thousands
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2009
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2008
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(Unaudited)
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Net revenue
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$
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27,794
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36,433
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Station operating expenses
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22,367
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34,243
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Corporate expenses
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2,861
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3,593
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Depreciation and amortization
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1,593
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1,362
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Loss (gain) on the disposal of assets, net
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11
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(3
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)
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Impairment of FCC broadcasting licenses and restructuring costs
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10,616
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Operating loss
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(9,654
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)
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(2,762
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)
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Interest expense, net
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(6,417
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)
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(5,084
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Changes in fair value of derivative instrument
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2,856
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Other income, net
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1,928
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Loss before income taxes
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(13,215
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)
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(5,918
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)
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Income tax (benefit)
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(2,269
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)
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Net loss
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(10,946
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)
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(5,918
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Dividends on Series B preferred stock
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(2,482
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)
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(2,417
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Net loss applicable to common stockholders
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$
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(13,428
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)
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(8,335
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Net loss per common share:
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Basic and Diluted
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$
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(0.19
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)
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(0.12
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Weighted average common shares outstanding:
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Basic and Diluted
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72,502
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72,405
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Spanish Broadcasting System, Inc.
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Page 4
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Non-GAAP Financial Measures
Included below are tables that reconcile the quarter ended reported results in accordance with
Generally Accepted Accounting Principles (GAAP) to Non-GAAP results. The tables reconcile
Operating Income (Loss) to Operating Income before Depreciation and Amortization, Loss (Gain) on
the Disposal of Assets, net, and Impairment of FCC Broadcasting Licenses and Restructuring costs.
UNAUDITED GAAP REPORTED RESULTS RECONCILED TO NON- GAAP RESULTS
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Quarter Ended March 31,
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%
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(Amounts in millions)
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2009
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2008
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Change
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Operating Loss
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$
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(9.7
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)
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(2.8
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)
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add back:
Loss (gain) on the disposal of assets, net
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add back:
Impairment of FCC broadcasting licenses and restructuring costs
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10.6
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add back:
Depreciation & amortization
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1.7
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1.4
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss) before Depreciation & Amortization,
Loss (Gain) on the Disposal of Assets, net, and Impairment of
FCC Broadcasting Licenses and Restructuring Costs
|
|
$
|
2.6
|
|
|
|
(1.4
|
)
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss) before Depreciation and Amortization, Loss (Gain) on the Disposal of
Assets, net, and Impairment of FCC Broadcasting Licenses and Restructuring costs are not measures
of performance or liquidity determined in accordance with GAAP in the United States. However, we
believe that these measures are useful in evaluating our performance because they reflect a measure
of performance for our stations before considering costs and expenses related to our capital
structure and dispositions. These measures are widely used in the broadcast industry to evaluate a
companys operating performance and are used by us for internal budgeting purposes and to evaluate
the performance of our stations, segments, management and consolidated operations. However, these
measures should not be considered in isolation or as substitutes for Operating Income, Net Income
(Loss), Cash Flows from Operating Activities or any other measure used in determining our operating
performance or liquidity that is calculated in accordance with GAAP. In addition, because Operating
Income (Loss) before Depreciation and Amortization, Loss (Gain) on the Disposal of Assets, net, and
Impairment of FCC Broadcasting Licenses and Restructuring costs, is not calculated in accordance
with GAAP, it is not necessarily comparable to similarly titled measures used by other companies.
|
|
|
|
|
|
|
Spanish Broadcasting System, Inc.
|
|
Page 5
|
Unaudited Segment Data
We have two reportable segments: radio and television. The following summary table presents
separate financial data for each of our operating segments (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
|
|
March 31,
|
|
Change
|
|
|
2009
|
|
2008
|
|
$
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio
|
|
$
|
24,176
|
|
|
|
33,026
|
|
|
|
(8,850
|
)
|
|
|
(27
|
%)
|
Television
|
|
|
3,618
|
|
|
|
3,407
|
|
|
|
211
|
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
27,794
|
|
|
|
36,433
|
|
|
|
(8,639
|
)
|
|
|
(24
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) before depreciation
and amortization, loss (gain) on the
disposal
of assets, net, and impairment of FCC
broadcasting licenses and restructuring
costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio
|
|
$
|
7,633
|
|
|
|
5,888
|
|
|
|
1,745
|
|
|
|
30
|
%
|
Television
|
|
|
(2,206
|
)
|
|
|
(3,698
|
)
|
|
|
1,492
|
|
|
|
(40
|
%)
|
Corporate
|
|
|
(2,861
|
)
|
|
|
(3,593
|
)
|
|
|
732
|
|
|
|
(20
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
2,566
|
|
|
|
(1,403
|
)
|
|
|
3,969
|
|
|
|
(283
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio
|
|
$
|
813
|
|
|
|
796
|
|
|
|
17
|
|
|
|
2
|
%
|
Television
|
|
|
538
|
|
|
|
167
|
|
|
|
371
|
|
|
|
222
|
%
|
Corporate
|
|
|
242
|
|
|
|
399
|
|
|
|
(157
|
)
|
|
|
(39
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
1,593
|
|
|
|
1,362
|
|
|
|
231
|
|
|
|
17
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss (gain) on the disposal of assets, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio
|
|
$
|
(8
|
)
|
|
|
(3
|
)
|
|
|
(5
|
)
|
|
|
167
|
%
|
Television
|
|
|
19
|
|
|
|
|
|
|
|
19
|
|
|
|
100
|
%
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
11
|
|
|
|
(3
|
)
|
|
|
14
|
|
|
|
(467
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of FCC broadcasting licenses
and restructuring costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio
|
|
$
|
10,548
|
|
|
|
|
|
|
|
10,548
|
|
|
|
100
|
%
|
Television
|
|
|
24
|
|
|
|
|
|
|
|
24
|
|
|
|
100
|
%
|
Corporate
|
|
|
44
|
|
|
|
|
|
|
|
44
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
10,616
|
|
|
|
|
|
|
|
10,616
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio
|
|
$
|
(3,720
|
)
|
|
|
5,095
|
|
|
|
(8,815
|
)
|
|
|
(173
|
%)
|
Television
|
|
|
(2,787
|
)
|
|
|
(3,865
|
)
|
|
|
1,078
|
|
|
|
(28
|
%)
|
Corporate
|
|
|
(3,147
|
)
|
|
|
(3,992
|
)
|
|
|
845
|
|
|
|
(21
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
(9,654
|
)
|
|
|
(2,762
|
)
|
|
|
(6,892
|
)
|
|
|
250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spanish Broadcasting System, Inc.
|
|
Page 6
|
Selected Unaudited Balance Sheet Information and Other Data:
|
|
|
|
|
|
|
As of March 31,
|
|
(Amounts in thousands)
|
|
2009
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
33,936
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
472,690
|
|
|
|
|
|
|
|
|
|
|
Senior secured credit revolver due 2010
|
|
$
|
15,000
|
|
Senior secured credit facility term loan due 2012
|
|
|
312,000
|
|
Other debt
|
|
|
7,381
|
|
|
|
|
|
Total debt
|
|
$
|
334,381
|
|
|
|
|
|
|
|
|
|
|
Series B preferred stock
|
|
$
|
92,349
|
|
|
|
|
|
|
|
|
|
|
Total stockholders deficit
|
|
$
|
(49,482
|
)
|
|
|
|
|
|
|
|
|
|
Total capitalization
|
|
$
|
377,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended March 31,
|
|
(Amounts in thousands)
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
$
|
289
|
|
|
|
5,013
|
|
|
|
|
|
|
|
|
Cash paid for income taxes, net
|
|
$
|
22
|
|
|
|
10
|
|
|
|
|
|
|
|
|