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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 29, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 33-82114
SPANISH BROADCASTING SYSTEM, INC.
See Table of Additional Registrants
(Exact name of registrant as specified in its charter)
Delaware 13-3827791
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
26 West 56 Street 10019
New York, NY (Zip Code)
(Address of principal
executive offices)
(212) 541-9200
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
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 ___
APPLICABLE ONLY TO CORPORATE ISSUERS:
Number of shares of Registrant's Common Stock, par value $.01 per share,
outstanding as of February 9, 1997: 606,668 shares of Common Stock of which 558,
135 shares are designated Class A Common Stock and 48,533 shares are designated
Class B Common Stock.
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TABLE OF ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
PRIMARY
STATE OR OTHER STANDARD INDUSTRIAL
JURISDICTION OF CLASSIFICATION I.R.S. EMPLOYER
NAME INCORPORATION NUMBER IDENTIFICATION NUMBER
<S> <C> <C> <C>
Spanish Broadcasting New Jersey 4832 13-3181941
System, Inc.
Spanish Broadcasting California 4832 92-3952357
System of California, Inc.
Spanish Broadcasting Florida 4832 58-1700848
System of Florida, Inc.
Spanish Broadcasting New York 4832 13-3570696
System of New York, Inc.*
Alarcon Holdings, Inc. New York 6512 13-3475833
Spanish Broadcasting New York 4899 13-3511101
System Network, Inc.
SBS Promotions, Inc. New York 7999 13-3456128
SBS of Greater New York, New York 4832 13-3888732
Inc.
</TABLE>
- --------
* On February 21, 1997, this entity merged with and into its parent, Spanish
Broadcasting System, Inc., a New Jersey corporation.
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The Registrant hereby amends its Quarterly Report on Form 10-Q for the
quarterly period ended December 29, 1996 to amend and restate in its entirety
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations to read as set forth below. The revisions made to this Item 2 are
intended to clarify certain disclosures.
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SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DECEMBER 31, 1995 AND DECEMBER 29, 1996
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1995 COMPARED TO THE THREE MONTHS ENDED
DECEMBER 29, 1996
Net revenue. Net revenues increased from $12.1 million for the three
months ended December 31, 1995, to $12.4 million for the three months ended
December 29, 1996, an increase of $0.3 million, or 2.2%. The increase in net
revenues resulted primarily from an increase in net revenues of $0.9 million
from the Company's New York stations, partially offset by a decrease in net
revenues of $0.07 million from the Company's Miami stations. The increase in net
revenues from New York resulted from the inclusion of WPAT-FM in the three month
period ending December 29, 1996. The decrease in net revenues from Miami
resulted primarily from a format change at WCMQ-FM during October 1996 and
management transition related to the Acquisitions. The Los Angeles stations
posted similar results to the prior year period.
Operating expenses. Total operating expenses increased from $8.7 million
in the three months ended December 31, 1995, to $9.5 million in the three months
ended December 29, 1996, an increase of $0.8 million or 9.5%. The higher
operating expenses were caused by an increase of $0.1 million in broadcasting
operating expenses, an increase of $0.1 million in corporate expenses and an
increase of $0.6 million in depreciation and amortization expense.
The increase in broadcasting operating expenses resulted from the
increased engineering and programming expenses related to the operation of the
new station, WPAT-FM, as well as an increase in transmitter rent of WXLX-AM due
to lease payments for two transmitter sites during the station's transition
process of moving the transmitter site to its new location in Lyndhurst, New
Jersey. This was offset by a decrease in selling, general and administrative
expenses caused by a decrease in salaries and commissions and improved
collections in the New York market.
The Company's corporate expenses increased primarily due to the creation
of a new senior position for programming and operations. The increase in
depreciation and amortization expense was mostly caused by the additional
amortization of the franchise costs associated with the acquisition of WPAT-FM.
Operating income. Operating income decreased from $3.5 million during the
three months ended December 31, 1995 to $2.9 million during the three months
ended December 29, 1996, a decrease of $0.6 million or 16.2%. The decrease was
due to the increase in operating expenses which was partially offset by the
increase in net revenues.
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EBITDA. EBITDA (defined as earnings before net interest, income taxes,
depreciation and amortization and other income and expense items) was $4.3
million during the three months ended December 31, 1995 and $4.3 million during
the three months ended December 29, 1996.
Other expenses. Other expenses, comprised mostly of interest expenses,
increased from $3.2 million in the three months ended December 31, 1995 to $5.0
million in the three months ended December 29, 1996, an increase of $1.8 million
or 55.6%. The increase was caused by higher interest expenses associated with
the issuance of Senior Secured Notes to partially finance the acquisition of
WPAT-FM.
Net income (loss). The Company had a net loss of $1.3 million for the
three months ended December 29, 1996 compared to net income of $0.1 million in
the three months ended December 31, 1995. The change resulted primarily from the
increased interest expenses combined with the decrease in operating income,
previously discussed.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity needs arise primarily from its debt service
obligations, preferred dividend requirements, funding of the Company's working
capital needs and capital expenditures. The Company's primary form of financing
is cash generated from operations, long-term indebtedness and the issuance of
preferred stock.
Cash flow generated from operations was $0.5 million for the three months
ended December 29, 1996. A portion of the Company's cash flow was used to make
its semiannual interest payment on the Company's 12 1/2% Senior Notes due 2001.
Additionally, the Company invested $1.0 million in capital expenditures, mostly
for the construction of a new tower and antenna system at its newly leased site
in New Jersey for WXLX-AM.
On August 22, 1996 the Company entered into an acquisition agreement with
Infinity Broadcasting Corporation pursuant to which the Company will acquire the
FCC broadcast license and substantially all of the assets used or useful in the
operation of radio station WYSY-FM serving the Chicago metropolitan area for a
purchase price of approximately $33.0 million including a $3 million seller
note. On September 16, 1996, the Company entered into an acquisition agreement
with New Age Broadcasting, Inc. and the Seventies Broadcasting Corporation under
which the Company will acquire the FCC broadcast licenses and substantially all
of the assets used or useful in the operation of radio stations WXDJ-FM and
WRMA-FM, serving the Miami metropolitan area for a cash purchase price of $110
million. Upon consummation of the acquisition, the Company will operate three FM
stations in the Miami metropolitan market.
The Company is in the process of arranging for the financing of the
purchase price for the Pending Acquisitions, and is exploring various financing
options. The Company expects to finance the purchase price with a combination of
one or more of the following internally generated funds, proceeds from the sale
of non-strategic assets, proceeds from the sale of the Company's debt and/or
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equity securities, and/or borrowings under a long-term credit facility. There
can be no assurance that the Company will be able to consummate the Pending
Acquisitions.
On March 25, 1996, the Company sold 37,500 shares in a private placement
of its Series A Exchangeable Preferred Stock and $35.0 million of the Company's
12 1/4% Senior Secured Notes due 2001. During the first three years, dividends
may be paid in cash or in additional shares of Preferred Stock and, until March
24, 1998, interest may be paid in cash or in additional Senior Secured Notes. In
December, the Company issued an additional 1,323 shares of Preferred Stock and
an additional $1,185,772 aggregate principal amount of additional Senior Secured
Notes, both in satisfaction of quarterly payments due.
Cash flow generated from operations was $1.5 million for the three months
ended December 31, 1995. The Company used a portion of its cash flow to make its
semiannual interest payments on the Senior Notes. In addition, the Company
funded a $3.0 million deposit in connection with the purchase of WPAT-FM and
invested $1.1 million for capital expenditures mostly for the upgrade of the Los
Angeles building being used for its radio operations.
The Company's revenues fluctuate throughout the year. The Company's second
fiscal quarter (January through March) generally produces the lowest revenues
for the year and its third fiscal quarter (April through June) generally
produces the highest revenues primarily due to increased levels of advertising
during this period.
The Company believes it has adequate cash resources and will generate
sufficient income to meet its working capital, capital expenditure and debt
service obligations, and that it will be in compliance for the foreseeable
future with all covenants in the indenture governing the Senior Notes which
constitute the majority of the Company's indebtedness.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to be signed on its behalf by
the undersigned thereunto duly authorized.
Spanish Broadcasting System, Inc.,
a Delaware corporation
Spanish Broadcasting System, Inc.,
a New Jersey corporation
Spanish Broadcasting System of
California, Inc.
Spanish Broadcasting System of
Florida, Inc.
Spanish Broadcasting System
Network, Inc.
SBS Promotions, Inc.
Alarcon Holdings, Inc.
SBS of Greater New York, Inc.
Date: March 18, 1997 By: /s/ JOSEPH A. GARCIA
----------------------
Joseph A. Garcia
VP and Chief Financial Officer
