<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[x] Quarterly report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2000
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 0-24516
HISPANIC BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 99-0113417
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3102 Oak Lawn Avenue, Suite 215 75219
Dallas, Texas (Zip Code)
(Address of principal executive offices)
(214) 525-7700
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Class Outstanding at May 1, 2000
- ----- ---------------------------
<S> <C>
Class A Common Stock, $.001 Par Value 40,251,462
Class B Non-Voting Common Stock, $.001 Par Value 14,156,470
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HISPANIC BROADCASTING CORPORATION
MARCH 31, 2000
INDEX
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2000
and December 31, 1999................................................................ 2
Condensed Consolidated Statements of Operations for the
Three Months Ended March 31, 2000 and 1999........................................... 3
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2000 and 1999........................................... 4
Notes to Condensed Consolidated Financial Statements ................................ 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ................................................................... 7
Item 3. Quantitative and Qualitative Disclosures about
Market Risk ............................................................................. 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................................................ 10
Item 6. Exhibits and Reports on Form 8-K ........................................................ 10
</TABLE>
1
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
<TABLE>
<CAPTION>
HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands except number of shares)
March 31, December 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 149,035 $ 215,136
Accounts receivable, net 34,695 40,621
Prepaid expenses and other current assets 1,923 825
----------- -----------
Total current assets 185,653 256,582
Property and equipment, at cost, net 42,242 40,923
Intangible assets, net 916,432 848,351
Deferred charges and other assets 13,860 11,282
----------- -----------
Total assets $ 1,158,187 $ 1,157,138
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 20,018 $ 25,345
Current portion of long-term obligations 85 100
----------- -----------
Total current liabilities 20,103 25,445
----------- -----------
Long-term obligations, less current portion 1,439 1,448
----------- -----------
Deferred income taxes 104,742 103,992
----------- -----------
Stockholders' equity:
Preferred Stock, cumulative, $.001 par value;
authorized 5,000,000 shares; no shares issued or outstanding -- --
Class A Common Stock, $.001 par value; authorized
100,000,000 shares; issued and outstanding
40,251,462 at March 31, 2000 and 40,244,778 at
December 31, 1999 40 40
Class B Common Stock, convertible, $.001 par value; authorized
50,000,000 shares; issued and outstanding
14,156,470 shares 14 14
Additional paid-in capital 1,035,222 1,034,791
Accumulated deficit (3,373) (8,592)
----------- -----------
Total stockholders' equity 1,031,903 1,026,253
----------- -----------
Total liabilities and stockholders' equity $ 1,158,187 $ 1,157,138
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands except per share data)
Three Months Ended March 31,
-------------------------------
2000 1999
--------- ----------
<S> <C> <C>
Net revenues $ 46,539 $ 37,709
Operating expenses 29,671 24,051
Depreciation and amortization 8,208 6,230
-------- --------
Operating income before corporate expenses 8,660 7,428
Corporate expenses 1,666 1,663
-------- --------
Operating income 6,994 5,765
Interest income (expense), net 1,927 (140)
-------- --------
Income before income tax 8,921 5,625
Income tax 3,702 2,306
-------- --------
Net income $ 5,219 $ 3,319
======== ========
Net income per common share:
Basic $ 0.10 $ 0.07
Diluted $ 0.09 $ 0.07
Weighted average common shares outstanding:
Basic 54,408 49,339
Diluted 55,369 49,729
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
Three Months Ended March 31,
------------------------------
2000 1999
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 5,219 $ 3,319
Adjustments to reconcile net income
to net cash provided by operating activities:
Provision for bad debts 1,067 469
Depreciation and amortization 8,208 6,230
Deferred income taxes 750 750
Other 123 56
Changes in operating assets and liabilities (1,566) 668
--------- --------
Net cash provided by operating activities 13,801 11,492
--------- --------
Cash flows from investing activities:
Property and equipment acquisitions (2,528) (1,074)
Dispositions of property and equipment 35 12
Additions to intangible assets (34) (5)
Increase in deferred charges and other assets (2,761) (758)
Acquisition of radio stations (75,002) --
--------- --------
Net cash used in investing activities (80,290) (1,825)
--------- --------
Cash flows from financing activities:
Payments on long-term obligations (23) (22)
Proceeds from stock issuances, net of costs 411 391
--------- --------
Net cash provided by financing activities 388 369
--------- --------
Net increase (decrease) in cash and cash equivalents (66,101) 10,036
Cash and cash equivalents at beginning of period 215,136 10,293
--------- ---------
Cash and cash equivalents at end of period $ 149,035 $ 20,329
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements of Hispanic Broadcasting Corporation (formerly Heftel Broadcasting
Corporation) and subsidiaries (the "Company") have been prepared in accordance
with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the disclosures
required by generally accepted accounting principles. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three month period ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the year ending December
31, 2000. For further information, refer to the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1999.
2. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board (the "FASB")
issued SFAS No. 133 ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS No. 133 establishes new rules for the recognition and
measurement of derivatives and hedging activities. In June 1999, the FASB
delayed the required adoption of SFAS No. 133 and now the statement is
effective for years beginning after June 15, 2000. The Company plans to adopt
this statement in fiscal year 2001. Management does not believe adoption of
this statement will materially impact the Company's financial position or
results of operations.
3. ACQUISITIONS AND DISPOSITIONS
2000 ACQUISITION
On October 15, 1999, the Company entered into an asset purchase
agreement to acquire for $75.0 million the assets of KRCD(FM) and KRCV(FM)
(formerly KACE(FM) and KRTO(FM)), serving the Los Angeles market (the "Los
Angeles Acquisition"). The Los Angeles Acquisition closed on January 31, 2000.
The asset acquisition was funded with a portion of the proceeds from the
November 1999 secondary public stock offering (the "November 1999 Offering").
The stations' programming was converted to a single Spanish-language format in
February 2000.
1999 ACQUISITIONS
On January 27, 1999, the Company entered into an asset purchase
agreement to acquire for $18.3 million the assets of KHOT(FM), serving the
Phoenix market (the "Phoenix Acquisition"). The Phoenix Acquisition closed on
April 5, 1999. The asset acquisition was funded with cash generated from
operations. Immediately after closing, the station's programming was converted
to a Spanish-language format.
On March 1, 1999, the Company entered into an asset purchase
agreement to acquire for $20.3 million the assets of KISF(FM), serving the Las
Vegas market (the "Las Vegas Acquisition"). The Las Vegas Acquisition closed
on April 30, 1999. The asset acquisition was financed with a $20.0 million
borrowing from the Company's $288.0 million revolving credit facility (the
"Credit Facility") and $0.3 million cash generated from operations.
Immediately after closing, the station's programming was converted to a
Spanish-language format.
On January 2, 1997, the Company acquired an option to purchase all of
the assets used in connection with the operation of KSCA(FM), a radio station
serving the Los Angeles market (the "KSCA Option"). In connection with the
acquisition of the KSCA Option, the Company began providing Spanish-language
programming to KSCA(FM) under a time brokerage agreement on February 5, 1997.
The Company exercised the KSCA Option and on September 17, 1999, the Company
acquired the assets of KSCA(FM) for $118.1 million. The Company had previously
paid $13.0 million to acquire and renew the option to purchase the assets of
KSCA(FM) and such payments were subtracted from the purchase price at closing.
To fund the acquisition, the Company borrowed $38.0 million from the Credit
Facility and used $67.1 million of cash. The cash was generated from operating
activities and proceeds of the June 1999 secondary public stock offering (the
"June 1999 Offering").
5
<PAGE>
On July 6, 1999, the Company entered into an agreement to acquire
from a nonaffiliated trust for $65.0 million, the FCC licenses and
transmission equipment of a radio station broadcasting at 94.1 MHz (KLNO(FM)),
serving the Dallas/Fort Worth market (the "Dallas Acquisition"). The Dallas
Acquisition closed on September 24, 1999. To fund the acquisition, the Company
borrowed $8.0 million from the Credit Facility and used $57.0 million of cash.
The cash was generated from operating activities and proceeds of the June 1999
Offering.
With the Dallas Acquisition, the Company assumed a time brokerage
agreement whereby an unaffiliated party provided the programming to the radio
station broadcasting at 94.1 MHz until January 31, 2000. The time brokerage
agreement fees were $484,158 ($15,618 per day) for the three months ended
March 31, 2000. Immediately after the time brokerage agreement terminated, the
station's programming was converted to a Spanish-language format.
PENDING TRANSACTIONS
On April 14, 1999, the Company entered into an agreement with
Z-Spanish Media Corporation ("Z"), to exchange the assets of KRTX(FM), a radio
station serving the Houston market, for the assets of KLNZ(FM), a radio
station owned by Z serving the Phoenix market. Although the asset exchange has
received all necessary governmental consents, the transaction has not closed.
Pursuant to the terms of the asset exchange agreement, the Company has
instituted arbitration proceedings seeking, among other relief, specific
performance to compel the closing of the transaction.
On March 4, 2000, the Company entered into an agreement with
subsidiaries of Clear Channel Communications, Inc. ("Clear Channel") and AMFM
Inc. to purchase for approximately $127.0 million the assets of KXPK(FM),
KKFR(FM) and KEYI(FM), serving the Denver, Phoenix and Austin markets,
respectively. The Company plans to spend approximately $4.0 million for new
studios and other costs to operate these new radio stations. The closing of
this asset acquisition is expected to occur during the third quarter of 2000.
Immediately after closing, the programming of KXPK(FM) and KEYI(FM) will be
converted to a Spanish-language format. The present audience of KKFR(FM)
includes a large proportion of Hispanics and the programming will continue in
its present format after closing. The closing of this transaction is subject
to numerous conditions and approvals, including receipt of regulatory
approvals under the federal communication laws, review by federal antitrust
authorities, and completion of Clear Channel's merger with AMFM Inc.
4. LONG-TERM OBLIGATIONS
The Company's ability to borrow under the Credit Facility is subject
to compliance with certain financial ratios and other conditions set forth in
the Credit Facility. The Credit Facility is secured by the stock of the
Company's subsidiaries. Borrowings under the Credit Facility bear interest at
a rate based on the LIBOR rate plus an applicable margin as determined by the
Company's leverage ratio. As of March 31, 2000, the Company has $288.0 million
of credit available, and may elect under the terms of the Credit Facility to
increase the facility by $150.0 million. Availability under the Credit
Facility decreases quarterly commencing September 30, 1999 and ending December
31, 2004.
As of March 31, 2000 and 1999, the Company had no outstanding balance
due on the Credit Facility.
6
<PAGE>
5. STOCKHOLDERS' EQUITY
On November 24, 1999, the Company completed the November 1999
Offering, selling 3,051,290 shares of Class A Common Stock at $81.70 per
share, net of underwriters' discounts and commissions. The net proceeds of the
offering were approximately $248.7 million.
The following is a reconciliation of the numerators and denominators
of the basic and diluted earnings per share computations (in thousands):
<TABLE>
<CAPTION>
Three Months Ended March 31,
------------------------------
2000 1999
--------- ---------
<S> <C> <C>
Numerator:
Net income $ 5,219 $ 3,319
========= =========
Denominator:
Denominator for basic earnings per share 54,408 49,339
Effect of dilutive securities:
Stock options 958 383
Employee Stock Purchase Plan 3 7
--------- ---------
Denominator for diluted earnings per share 55,369 49,729
========= =========
</TABLE>
6. LONG-TERM INCENTIVE PLAN
On May 21, 1997, the stockholders of the Company approved the
Hispanic Broadcasting Corporation Long-Term Incentive Plan (the "Incentive
Plan"). The types of awards that may be granted under the Incentive Plan
include (a) incentive stock options, (b) non-qualified stock options, (c)
stock appreciation rights, (d) rights to receive a specified amount of cash or
shares of Class A Common Stock and (e) restricted stock. In addition, the
Incentive Plan provides that directors of the Company may elect to receive
some or all of their annual director compensation in the form of shares of
Class A Common Stock. Subject to certain exceptions set forth in the Incentive
Plan, the aggregate number of shares of Class A Common Stock that may be the
subject of awards under the Incentive Plan at one time shall be an amount
equal to (a) five percent of the total number of shares of Class A Common
Stock outstanding from time to time minus (b) the total number of shares of
Class A Common Stock subject to outstanding awards on the date of calculation
under the Incentive Plan and any other stock-based plan for employees or
directors of the Company (other than the Company's Employee Stock Purchase
Plan). The Company has granted incentive and non-qualified stock options for
1,475,984 shares of Class A Common Stock to directors and key employees. The
exercise prices range from $16.44 to $103.94 per share and were equal to the
fair market value of the Class A Common Stock on the dates such options were
granted.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The performance of a radio station group is customarily measured by
its ability to generate broadcast cash flow. The two components of broadcast
cash flow are net revenues (gross revenues net of agency commissions) and
operating expenses (excluding depreciation, amortization and corporate general
and administrative expense). The primary source of revenues is the sale of
broadcasting time for advertising. The Company's most significant operating
expenses for purposes of the computation of broadcast cash flow are employee
salaries and commissions, programming expenses, and advertising and promotion
expenses. Management of the Company strives to control these expenses by
working closely with local station management. The Company's revenues vary
throughout the year. As is typical in the radio broadcasting industry, the
first calendar quarter generally produces the lowest revenues. The fourth
quarter generally produces the highest revenues.
7
<PAGE>
Another measure of operating performance is EBITDA. EBITDA consists
of operating income or loss excluding depreciation and amortization.
Broadcast cash flow and EBITDA are not calculated in accordance with
generally accepted accounting principles. These measures should not be
considered in isolation or as substitutes for operating income, cash flows
from operating activities or any other measure for determining operating
performance or liquidity that is calculated in accordance with generally
accepted accounting principles. Broadcast cash flow and EBITDA do not take
into account the Company's debt service requirements and other commitments
and, accordingly, broadcast cash flow and EBITDA are not necessarily
indicative of amounts that may be available for dividends, reinvestment in the
Company's business or other discretionary uses.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO
THE THREE MONTHS ENDED MARCH 31, 1999
The results of operations for the three months ended March 31, 2000
are not comparable to results of operations for the same period in 1999
primarily due to the start-up of radio stations KHOT(FM) in Phoenix on April
5, 1999, the radio station broadcasting at 94.1 MHz (KLNO(FM)) in Dallas on
September 24, 1999, and KRCD(FM) and KRCV(FM) in Los Angeles on January 31,
2000.
Net revenues increased by $8.8 million or 23.3% to $46.5 million for
the three months ended March 31, 2000 from $37.7 million for the same period
in 1999. Net revenues increased for the three months ended March 31, 2000,
compared to the same period in 1999 primarily because of (a) revenue growth
of same stations, and (b) revenues from start-up stations which were acquired
in 1998 and are not currently classified as same stations, and (c) revenues
from start-up stations acquired in 1999 which were not operating for the three
months ended March 31, 1999. Same station revenues benefited from improved
performance from the Company's news/talk stations, which had posted revenue
declines a year earlier.
Operating expenses increased by $5.5 million or 22.8% to $29.6
million for the three months ended March 31, 2000 from $24.1 million for the
same period in 1999. Operating expenses increased primarily due to an increase
in operating expenses of same stations and secondly from increases in
operating expenses of start-up stations. We increased the promotion of our
radio stations and invested in additional sales and marketing personnel. The
provision for bad debts for the three months ended March 31, 2000 increased by
$0.6 million over the same period of 1999 due to our estimate that a certain
agency account is uncollectable. As a percentage of net revenues, operating
expenses decreased to 63.7% from 63.9% for the three months ended March 31,
2000 and 1999, respectively.
Operating income before corporate expenses, depreciation and
amortization ("broadcast cash flow") for the three months ended March 31, 2000
increased 24.3% to $16.9 million compared to $13.6 million for the same period
in 1999. Broadcast cash flow losses associated with the Company's start-up
stations were approximately $0.8 and $0.9 million for the three months ended
March 31, 2000 and 1999, respectively. As a percentage of net revenues,
broadcast cash flow increased to 36.3% from 36.1% for the three months ended
March 31, 2000 and 1999, respectively.
Corporate expenses were $1.7 million for the three months ended March
31, 2000 and 1999. As a percentage of net revenues, corporate expenses
decreased to 3.7% from 4.5% for the three months ended March 31, 2000 and
1999, respectively.
EBITDA for the three months ended March 31, 2000 increased 27.7% to
$15.2 million, compared to $11.9 million for the same period in 1999. As a
percentage of net revenues, EBITDA increased to 32.7% from 31.6% for the three
months ended March 31, 2000 and 1999, respectively.
8
<PAGE>
Depreciation and amortization for the three months ended March 31,
2000 increased 32.3% to $8.2 million compared to $6.2 million for the same
period in 1999. The increase is due to radio station acquisitions and capital
expenditures.
Interest income, net increased to $1.9 million from $0.1 million of
interest expense, net of interest income for the three months ended March 31,
2000 and 1999, respectively. The increase was due to cash and cash equivalents
being much higher in 2000 ($149.0 million) than in 1999 ($20.3 million) due to
the unspent proceeds of the November 1999 Offering.
Federal and state income taxes are being provided at an effective
rate of 41.5% in 2000 and 41.0% in 1999. The increase in the effective tax
rate in 2000 is due to an increase in the estimated effective state tax rate.
For the three months ended March 31, 2000, the Company's net income
totaled $5.2 million ($0.09 per common share - diluted) compared to $3.3
million ($0.07 per common share) in the same period in 1999.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities for the three months ended
March 31, 2000 was $13.8 million as compared to $11.5 million for the same
period in 1999. Net cash used in investing activities was $80.3 and $1.8
million for the three months ended March 31, 2000 and 1999, respectively. The
$78.5 million increase from 1999 to 2000 is primarily due to the acquisition
of KRCD(FM) and KRCV(FM) in 2000 for $75.0 million and a $1.4 million increase
in property and equipment acquisitions for the three months ended March 31,
2000 compared to the same period in 1999. Net cash provided by financing
activities was $0.4 million for the three months ended March 31, 2000 and 1999.
Generally, capital expenditures are made with cash provided by
operations. Capital expenditures totaled $2.5 and $1.1 million for the three
months ended March 31, 2000 and 1999, respectively. Approximately $0.9 million
of the capital expenditures incurred during the three months ended March 31,
2000 related to radio signal upgrade projects for four different radio
stations and the build-out of studios related to the Phoenix Acquisition
compared to $0.6 million incurred in the same period in 1999.
Available cash on hand plus cash flow provided by operations was
sufficient to fund the Company's operations, meet its debt obligations, and to
fund capital expenditures. Management believes the Company will have
sufficient cash on hand and cash provided by operations to finance its
operations, satisfy its debt service requirements, and to fund capital
expenditures. Management regularly reviews potential acquisitions. Future
acquisitions will be financed primarily through available cash on hand,
proceeds from borrowings under the Credit Facility, proceeds from securities
offerings, and/or from cash provided by operations.
FORWARD LOOKING STATEMENTS
Certain statements contained in this report are not based on
historical facts, but are forward looking statements that are based on
numerous assumptions made as of the date of this report. When used in the
preceding and following discussions, the words "believes," "intends,"
"expects," "anticipates" and similar expressions are intended to identify
forward looking statements. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
expressed in any of the forward looking statements. Such risks and
uncertainties include, but are not limited to, industry-wide market factors
and regulatory developments affecting the Company's operations, acquisitions
and dispositions of broadcast properties described elsewhere herein, the
financial performance of start-up stations, and efforts by the new management
to integrate its operating philosophies and practices at the station level.
This report should be read in conjunction with the Company's Annual Report on
Form 10-K
9
<PAGE>
for the year ended December 31, 1999. The Company disclaims any obligation to
update the forward looking statements in this report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is subject to interest rate risk on the interest earned
on cash and cash equivalents. A change of 10% in the interest rate earned on
short-term investments would not have had a significant impact on the
Company's historical financial statements.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in various claims and lawsuits, which are
generally incidental to its business. The Company is vigorously contesting all
such matters and believes that their ultimate resolution will not have a
material adverse effect on its consolidated financial position or results of
operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
3.1 Second Amended and Restated Certificate of Incorporation of
the Company dated February 14, 1997 (incorporated by reference
to Exhibit 3.1 to the Company's Form 8-K filed on March 3,
1997).
3.2 Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation of the Company dated June 4,
1998 (incorporated by reference to Exhibit 3.1 to the
Company's Form 10-Q filed on November 12, 1998).
3.3 Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation of the Company dated June 3,
1999 (incorporated by reference to Exhibit 3.3 to the
Company's Form 10-Q filed on August 12, 1999).
3.4 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Registration
Statement on Amendment No. 3 to Form S-1 (Registration No.
33-78370) filed on July 8, 1994).
4.1 Credit Agreement among the Company and its subsidiaries,
The Chase Manhattan Bank, as administrative agent, and certain
other lenders, dated February 14, 1997 without Exhibits
(Schedules omitted) (incorporated by reference to Exhibit 10.5
to the Company's Form 8-K filed on March 3, 1997).
4.2 Credit Agreement Amendment No. 1 among the Company and its
subsidiaries, the Chase Manhattan Bank, as administrative
agent, and certain other lenders, dated May 6, 1999 without
Exhibits (Schedules omitted) (incorporated by reference to
Exhibit 10.12 to the Company's Form 10-K filed on March 30,
2000).
27 Financial Data Schedule.
(b) Reports on Form 8-K
None
</TABLE>
10
<PAGE>
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)
/s/ Jeffrey T. Hinson
-----------------------------------
Jeffrey T. Hinson
Senior Vice President/
Chief Financial Officer
Dated: May 11, 2000
11
<PAGE>
<TABLE>
<CAPTION>
Index To Exhibits
-----------------
Exhibit No. Description
----------- -----------
<S> <C>
3.1 Second Amended and Restated Certificate of Incorporation of
the Company dated February 14, 1997 (incorporated by reference
to Exhibit 3.1 to the Company's Form 8-K filed on March 3,
1997).
3.2 Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation of the Company dated June 4,
1998 (incorporated by reference to Exhibit 3.1 to the
Company's Form 10-Q filed on November 12, 1998).
3.3 Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation of the Company dated June 3,
1999 (incorporated by reference to Exhibit 3.3 to the
Company's Form 10-Q filed on August 12, 1999).
3.4 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Registration
Statement on Amendment No. 3 to Form S-1 (Registration No.
33-78370) filed on July 8, 1994).
4.1 Credit Agreement among the Company and its subsidiaries,
The Chase Manhattan Bank, as administrative agent, and certain
other lenders, dated February 14, 1997 without Exhibits
(Schedules omitted) (incorporated by reference to Exhibit 10.5
to the Company's Form 8-K filed on March 3, 1997).
4.2 Credit Agreement Amendment No. 1 among the Company and its
subsidiaries, the Chase Manhattan Bank, as administrative
agent, and certain other lenders, dated May 6, 1999 without
Exhibits (Schedules omitted) (incorporated by reference to
Exhibit 10.12 to the Company's Form 10-K filed on March 30,
2000).
27 Financial Data Schedule.
</TABLE>
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2000
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
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0
0
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</TABLE>
