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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
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TABLE OF ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
Primary
Standard I.R.S.
State or Other Industrial Employer
Jurisdiction of Classification Identification
Incorporation Number Number
------------------ ---------------- ----------------
<S> <C> <C> <C>
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
</TABLE>
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
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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."
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
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9/25/94 9/24/95 9/29/96 9/28/97 9/27/98
--------- ------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
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 -- -- --
</TABLE>
<TABLE>
<CAPTION>
AT
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9/25/94 9/24/95 9/29/96 9/28/97 9/27/98
--------- ------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
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)
</TABLE>
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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.
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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
