-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PG8NmAfkgV6C2zrWdc4M9A63dJZQAlJ7aLEfnt3V4duRIaNO7AQdUxzFue/dDMDl CjMAnJtlYR5l1kH/uSo5YA== 0000950123-99-007931.txt : 19990824 0000950123-99-007931.hdr.sgml : 19990824 ACCESSION NUMBER: 0000950123-99-007931 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980927 FILED AS OF DATE: 19990823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPANISH BROADCASTING SYSTEM INC CENTRAL INDEX KEY: 0000927720 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 133827791 STATE OF INCORPORATION: DE FISCAL YEAR END: 0926 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 033-82114 FILM NUMBER: 99697942 BUSINESS ADDRESS: STREET 1: 26 WEST 56TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125419200 MAIL ADDRESS: STREET 1: 26 WEST 56TH ST CITY: NEW YORK STATE: NY ZIP: 10019 10-K405/A 1 SPANISH BROADCASTING SYSTEMS, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 27, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 33-82114 Spanish Broadcasting System, Inc. (Registrant) Delaware 13-3827791 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 3191 Coral Way 33145 Miami, FL (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (305) 441-6901 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Registration S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by references in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] All of the Registrant's Common Stock is held by affiliates, accordingly, as at September 27, 1998, the aggregate value of the Registrant's voting common stock held by non-affiliates was $0.00. At September 27, 1998, the Registrant had outstanding 606,668 shares of Class A Common Stock. DOCUMENTS INCORPORATED BY REFERENCE None ================================================================================ 2 TABLE OF ADDITIONAL REGISTRANTS
Primary Standard I.R.S. State or Other Industrial Employer Jurisdiction of Classification Identification Incorporation Number Number ------------------ ---------------- ---------------- Spanish Broadcasting System, Inc. ....................... New Jersey 4832 13-3181941 Spanish Broadcasting System of California, Inc. ......... California 4832 92-3952357 Spanish Broadcasting System of Florida, Inc. ............ Florida 4832 58-1700848 Alarcon Holdings, Inc. .................................. New York 6512 13-3475833 Spanish Broadcasting System Network, Inc. ............... New York 4899 13-3511101 SBS Promotions, Inc. .................................... New York 7999 13-3456128 SBS of Greater New York, Inc. ........................... New York 4832 13-3888732 Spanish Broadcasting System of Illinois, Inc. ........... Delaware 4832 36-4174296 Spanish Broadcasting System of Greater Miami, Inc. ...... Delaware 4832 65-0774450 Spanish Broadcasting System of San Antonio, Inc. ........ Delaware 4832 65-0820776 Spanish Broadcasting System of Puerto Rico, Inc. ........ Delaware 4832 52-2139546 Spanish Broadcasting System of Puerto Rico, Inc. ........ Puerto Rico 4832 66-0564244 JuJu Media, Inc. ........................................ New York 4832 13-3988159
The Registrant, Spanish Broadcasting System, Inc. ("SBS" or the "Company"), hereby amends its Annual Report on Form 10-K (the "10-K") for the year ended September 27, 1998, filed with the Securities and Exchange Commission (the "Commission") on December 28, 1998, by replacing the Selected Historical Consolidated Financial Data table in the 10-K 3 with the following amended selected Historical Consolidated Financial Data table. The inclusion of the amended table is intended to correct and/or clarify certain disclosures. SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA (IN THOUSANDS, EXCEPT RATIOS AND PER SHARE DATA) The selected consolidated financial data presented below under the captions "Statement of Operations Data" and "Balance Sheet Data" as of and for each of the fiscal years in the five-year period ended September 27, 1998, are derived from the consolidated financial statements of the Company, which consolidated financial statements have been audited by KPMG LLP, independent certified public accountants. The consolidated financial statements as of September 27, 1998 and for each of the years in the three-year period ended September 27, 1998 and the report thereon, are included elsewhere in this prospectus. The selected consolidated financial data of the Company should be read in conjunction with the consolidated financial statements of the Company as of September 27, 1998 and for each of the fiscal years in the three-year period ended September 27, 1998, the related notes and independent auditor's report, included elsewhere in this prospectus. For additional information see "Management's Discussion and Analysis of Financial Condition and Results of Operations."
FISCAL YEAR ENDED ----------------------------------------------------- 9/25/94 9/24/95 9/29/96 9/28/97 9/27/98 --------- ------- -------- --------- -------- STATEMENT OF OPERATIONS DATA: Gross broadcasting revenues................................. $ 45,825 $54,152 $ 55,338 $ 67,982 $ 86,766 Less: agency commissions.................................... 5,688 6,828 6,703 7,972 10,623 --------- ------- -------- --------- -------- Net revenues.............................................. 40,137 47,324 48,635 60,010 76,143 Station operating expenses(1)............................... 22,145 22,998 27,876 31,041 39,520 Corporate expenses(1)....................................... 2,884 4,281 3,748 5,595 6,893 Depreciation and amortization............................... 3,256 3,389 4,556 7,619 8,877 --------- ------- -------- --------- -------- Operating income (loss)................................... 11,852 16,656 12,455 15,755 20,853 Gain on sale of AM stations................................. -- -- -- -- 36,242 Interest expense, net(2).................................... 14,203 12,874 16,533 22,201 20,860 Financing costs............................................. 3,458 -- 876 299 213 Other expense (income)(3)................................... (35) 381 698 492 -- --------- ------- -------- --------- -------- Income (loss) before income taxes and extraordinary items................................................... (5,774) 3,401 (5,652) (7,237) 36,022 Income tax expense (benefit)................................ (2,231) 1,411 (1,166) (2,715) 15,624 --------- ------- -------- --------- -------- Income (loss) before extraordinary items.................. (3,543) 1,990 (4,486) (4,522) 20,398 Extraordinary gain (loss) net of income taxes(4)............ 70,255 -- -- (1,647) (1,613) --------- ------- -------- --------- -------- Net income (loss)......................................... $ 66,712 $ 1,990 (4,486) (6,169) 18,785 ========= ======= Dividends on preferred stock................................ (2,994) (17,044) (30,270) -------- --------- -------- Net income (loss) applicable to common stock.............. $ (7,480) $ (23,213) $(11,485) ======== ========= ======== Dividends per share on common stock......................... -0- -0- -0- -0- $ 5.60 ========= ======= ======== ========= ======== OTHER DATA: Broadcast cash flow(5)...................................... $ 17,992 $24,326 $ 20,759 $ 28,969 $ 36,623 EBITDA(6)................................................... 15,108 20,045 17,011 23,374 29,730 Capital expenditures........................................ 897 4,888 3,811 2,022 1,645 Net cash interest........................................... 12,916 7,459 7,759 13,175 18,658 Non-cash interest........................................... 1,287 5,415 8,774 9,026 2,202 --------- ------- -------- --------- -------- Interest expense, net..................................... 14,203 12,874 16,533 22,201 20,860 Net cash provided by operating activities................... 4,121 14,438 8,813 6,386 10,923 Net cash provided by (used in) investing activities......... (897) (4,988) (90,195) (144,358) 32,190 Net cash provided by (used in) financing activities......... 4,514 3,769 69,036 144,791 (17,758) Ratio of Earnings to Fixed Charges(7)....................... -- 1.2 -- -- --
AT ------------------------------------------------------ 9/25/94 9/24/95 9/29/96 9/28/97 9/27/98 --------- ------- -------- --------- --------- BALANCE SHEET DATA: Cash and cash equivalents................................... $ 12,137 $17,817 $ 5,468 $ 12,288 $ 37,642 Net working capital (deficiency)............................ 11,981 21,994 9,172 1,626 40,349 Total assets................................................ 98,733 103,629 176,860 334,367 351,034 Total debt (including current maturities)................... 93,573 95,523 135,914 183,013 171,126 Series A Preferred Stock.................................... -- -- 35,939 171,262 201,368 Shareholders' deficiency.................................... (2,960) (1,150) (3,569) (32,047) (46,193)
4 NOTES TO SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION (1) Station operating expenses include engineering, programming, selling and general and administrative expenses. (2) Interest expense includes non-cash interest, such as the accretion of principal, the amortization of discounts on debt and the amortization of deferred financing costs. (3) During the 1996 and 1997 fiscal years, we wrote down the value of our land and building located on Sunset Boulevard in Los Angeles by $697,741 and $487,973, respectively. The write-downs were based on current market values of real estate in the Los Angeles area. Financing costs are also included in other income (expenses). (4) On June 29, 1994, we sold 107,059 units, each consisting of $1,000 principal amount of our Old Notes and Old Warrants. The Old Notes were issued at a substantial discount from their principal amount. The sale of the Old Notes and Old Warrants generated gross proceeds of $94,000,000 and proceeds to us of $87,774,002, net of financing costs of $6,225,998. Of the $94,000,000 of gross proceeds from the sale of the Old Notes and Old Warrants, $88,603,000 was allocated to the Old Notes and $5,397,000 was determined to be the value of the Old Warrants. Of the net proceeds from the sale of the Old Notes and the Old Warrants, $83,000,000 was used to satisfy in full our obligations to our two former principal lenders and the balance was used to settle litigation with a former stockholder and for general corporate purposes. We realized a gain of $70,254,772 in connection with our repayment of all obligations to our two former principal lenders because we were able to satisfy in full these obligations at substantial discounts to their face amounts in accordance with restructuring agreements between us and the lenders. For the fiscal year ended September 28, 1997, we recorded an extraordinary loss resulting from the redemption of our Series A Senior Notes at par which was approximately $1.5 million in excess of their carrying value and from the write-off of the related unamortized deferred financing costs of approximately $1.3 million, net of the related tax benefit of approximately $1.1 million. For the fiscal year ended September 27, 1998, we recorded an extraordinary loss resulting from the repurchase of $13.2 million par value of Old Notes, at a premium of approximately $2.2 million in excess of their carrying value and from the write-off of the related unamortized deferred financing costs of approximately $0.5 million, net of the related tax benefit of approximately $1.1 million. (5) The term "broadcast cash flow" means operating income before depreciation, amortization and corporate expenses. Broadcast cash flow should not be considered in isolation from, or as a substitute for, net income or cash flow and other consolidated income or cash flow statement data or as a measure of our profitability or liquidity. Although broadcast cash flow is not a measure of performance calculated in accordance with generally accepted accounting principles, broadcast cash flow is widely used in the broadcasting industry as a measure of a broadcasting company's operating performance. (6) The term "EBITDA" means earnings before extraordinary items, gain on sale of AM stations, net interest expense, income taxes, depreciation, amortization and other income or expense. We have included information concerning EBITDA in this Prospectus because it is used by some investors as a measure of a company's ability to service its debt obligations. Although EBITDA is not a measure of performance calculated in accordance with generally accepted accounting principles, EBITDA is widely used in the broadcasting industry as a measure of a broadcasting company's operating performance. (7) For the purpose of calculating the Ratio of Earnings to Fixed Charges, earnings are defined as earnings or loss before income taxes and extraordinary items and fixed charges. Fixed charges are the sum of (1) interest costs, (2) amortization of deferred financing costs, (3) one-third of operating lease rental expense (deemed to be interest) and (4) dividends on preferred stock. Earnings were inadequate to cover fixed charges by $5,774,000, $9,361,000, $34,514,000 and $17,434,000 for fiscal years 1994, 1996, 1997 and 1998, respectively. 5 Signatures Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Spanish Broadcasting System, Inc. Dated: August 23, 1999. By: /s/ Joseph A. Garcia --------------------------- Joseph A. Garcia Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----