<PAGE>
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):
October 15, 1999
HISPANIC BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-24516 99-0113417
(State or other jurisdiction (Commission File Number) (IRS Employer
incorporation) Identification No.)
3102 Oak Lawn Avenue, Suite 215
Dallas, Texas 75219
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (214) 525-7700
- ------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
This filing of unaudited pro forma financial information is made
to make the pro forma disclosures of Hispanic Broadcasting
Corporation (formerly Heftel Broadcasting Corporation) current in
accordance with the Federal securities laws.
On May 22, 1998, the Company exchanged the assets of WPAT(AM) and
$115.5 million in cash for the assets of WCAA(FM) (formerly
WNWK(FM)) from Multicultural Radio Broadcasting, Inc. Both radio
stations serve the New York City market.
The Company used a portion of the proceeds from its January 22,
1998 secondary stock offering to fund this acquisition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
----------- ------------
10.1 Asset Exchange Agreement, dated December 1, 1997, by
and between MultiCultural Radio Broadcasting, Inc.
and Heftel Broadcasting Corporation (incorporated by
reference to Exhibit 10.27 to the Registrant's Form
10-K filed on March 31, 1998)
99.1 Balance sheets of MultiCultural Radio Broadcasting,
Inc. as of December 31, 1997 and March 31, 1998 and
the related statements of income, stockholder's
equity and cash flows for the year ended December
31, 1997 and the three months ended March 31, 1998
and 1997, with Independent Auditors' Report dated
February 26, 1998 (incorporated by reference to
Exhibit 99.1 to the Registrant's Form 8-K filed on
July 31, 1998)
99.2 Unaudited pro forma condensed consolidated balance
sheet of Heftel Broadcasting Corporation and
subsidiaries as of March 31, 1998, and unaudited pro
forma condensed consolidated statements of
operations for the year ended December 31, 1997 and
the three months ended March 31, 1998 (incorporated
by reference to Exhibit 99.2 to the Registrant's
Form 8-K filed on July 31, 1998)
99.3 Unaudited pro forma condensed consolidated statement
of operations of Hispanic Broadcasting Corporation
for the year ended December 31, 1998
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.
Hispanic Broadcasting Corporation
----------------------------------
(Registrant)
By: /s/ Jeffrey T. Hinson
--------------------------
Name: Jeffrey T. Hinson
Title: Chief Financial Officer
Dated: October 15, 1999
1
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
10.1 Asset Exchange Agreement, dated December 1, 1997, by and
between MultiCultural Radio Broadcasting, Inc. and Heftel
Broadcasting Corporation (incorporated by reference to
Exhibit 10.27 to the Registrant's Form 10-K filed on March
31, 1998)
99.1 Balance sheets of MultiCultural Radio Broadcasting, Inc. as
of December 31, 1997 and March 31, 1998 and the related
statements of income, stockholder's equity and cash flows for
the year ended December 31, 1997 and the three months ended
March 31, 1998 and 1997, with Independent Auditors' Report
dated February 26, 1998 (incorporated by reference to Exhibit
99.1 to the Registrant's Form 8-K filed on July 31, 1998)
99.2 Unaudited pro forma condensed consolidated balance sheet of
Heftel Broadcasting Corporation and subsidiaries as of March
31, 1998, and unaudited pro forma condensed consolidated
statements of operations for the year ended December 31, 1997
and the three months ended March 31, 1998 (incorporated by
reference to Exhibit 99.2 to the Registrant's Form 8-K filed
on July 31, 1998)
99.3 Unaudited pro forma condensed consolidated statement of
operations of Hispanic Broadcasting Corporation for the year
ended December 31, 1998
2
<PAGE>
EXHIBIT 99.3
HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated statement of operations
presents the Company's results of operations for the year ended December 31,
1998 as if the acquisition of WCAA(FM) (formerly WNWK(FM), the "Acquisition")
had been completed on January 1, 1998. The pro forma condensed consolidated
statement of operations gives effect to the Acquisition during the period
presented using the purchase method of accounting and reflects the consolidated
historical financial data of the Company and the Acquisition, as more fully
described in the notes hereto.
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<PAGE>
HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Company
pro forma
Company Pro forma condensed
as reported (1) Acquisition (2) adjustments consolidated
--------------------- --------------------- --------------------- -------------------
<S> <C> <C> <C> <C>
Net revenues $ 164,121,608 $ 1,616,421 $ (336,180) (3) $ 165,401,849
------------- --------------- ---------------- ----------------
Operating expenses:
Operating expenses 95,783,645 947,006 (241,467) (3) 96,489,184
Corporate expenses 5,451,010 - - 5,451,010
Depreciation and amortization 21,149,369 165,288 952,489 (4) 22,267,146
--------------- --------------- ---------------- ----------------
Total operating expenses 122,384,024 1,112,294 711,022 124,207,340
--------------- --------------- ---------------- ----------------
Operating income (loss) 41,737,584 504,127 (1,047,202) 41,194,509
--------------- --------------- ---------------- ----------------
Other expense (income):
Interest expense (income), net (2,634,467) 205,882 2,739,781 (5) 311,196
Other expense (income), net (251,780) (2,820) - (254,600)
---------------- --------------- ---------------- ----------------
Total other expense (income) (2,886,247) 203,062 2,739,781 56,596
--------------- --------------- ---------------- ----------------
Income (loss) before income tax 44,623,831 301,065 (3,786,983) 41,137,913
Income tax (benefit) 17,739,980 48,000 (612,964) (6) 17,175,016
--------------- --------------- ---------------- ----------------
Income (loss) from continuing operations $ 26,883,851 $ 253,065 $ (3,174,019) $ 23,962,897
--------------- --------------- ---------------- ----------------
--------------- --------------- ---------------- ----------------
Income from continuing operations
per common share:
Basic $ 0.55 $ 0.49
Diluted $ 0.54 $ 0.48
Weighted average common shares outstanding:
Basic 49,020,759 49,322,634
Diluted 49,347,646 49,649,522
Other operating data:
Broadcast cash flow $ 68,337,963 $ 68,912,665
</TABLE>
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<PAGE>
HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL INFORMATION
(1) Represents the historical operating results of the Company for the year
ended December 31, 1998.
(2) Represents the historical operating results of WCAA(FM) for the period
January 1, 1998 through May 21, 1998.
(3) Represents the historical operating results of WPAT(AM) for the period
January 1, 1998 through May 21, 1998.
(4) Represents incremental depreciation and amortization expense resulting
from the Acquisition from the beginning of the accounting period
through the date of purchase net of the WPAT(AM) depreciation and
amortization for the same period as follows:
<TABLE>
<CAPTION>
<S> <C>
Depreciation $ 13,151
Amortization 1,327,049
Less historical (165,288)
-------------
1,174,912
Less WPAT(AM) historical (222,423)
-------------
$ 952,489
-------------
-------------
</TABLE>
The estimated weighted average useful lives of property and equipment,
FCC licenses, and going concern value is assumed to be five, forty and
forty years, respectively.
(5) Represents the assumed reduction in interest income for the year ended
December 31, 1998 associated with the Acquisition as if the radio
station was acquired on January 1, 1998. The purchase of WCAA(FM) was
funded from proceeds obtained from the secondary public offering that
occurred on January 22, 1998. The assumed reduction in interest income
associated with the acquisition of WCAA(FM) is computed using a
weighted average interest rate of 6%. This rate is based on historical
yields of short-term investments.
(6) Reflects the income tax benefit related to the pro forma adjustments.
The adjustment to income taxes reflects the application of the
estimated effective tax rate to income before income tax for historical
and pro forma adjustment amounts.
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