<PAGE> 1
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 8-K/A-1
AMENDMENT NO. 1 TO 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): January 14, 2000
SPANISH BROADCASTING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 000-27823 13-3827791
-------- --------- ----------
<S> <C> <C>
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
</TABLE>
<TABLE>
<S> <C>
3191 CORAL WAY, MIAMI, FLORIDA 33145
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 441-6901
</TABLE>
Not Applicable
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
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TABLE OF ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
PRIMARY STANDARD
STATE OR OTHER INDUSTRIAL I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION IDENTIFICATION
NAME INCORPORATION NUMBER NUMBER
- ----- --------------- --------------- ---------------
<S> <C> <C> <C>
Spanish Broadcasting System of California, Inc. ..... California 4832 92-3952357
Spanish Broadcasting System Network, Inc. ........... New York 4899 13-3511101
SBS Promotions, Inc. ................................ New York 7999 13-3456128
SBS Funding, Inc. ................................... Delaware 4832 52-6999475
Alarcon Holdings, Inc. .............................. New York 6512 13-3475833
SBS of Greater New York, Inc. ....................... New York 4832 13-3888732
Spanish Broadcasting System of Florida, Inc. ........ Florida 4832 58-1700848
Spanish Broadcasting System of Greater Miami, Inc. .. Delaware 4832 65-0774450
Spanish Broadcasting System of Puerto Rico, Inc. .... Delaware 4832 52-2139546
Spanish Broadcasting System, Inc. ................... New Jersey 4832 13-3181941
Spanish Broadcasting System of Illinois, Inc. ....... Delaware 4832 36-4174296
Spanish Broadcasting System of San Antonio, Inc. .... Delaware 4832 65-0820776
Spanish Broadcasting System of Puerto Rico, Inc. .... Puerto Rico 4832 66-0564244
</TABLE>
<PAGE> 2
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
On September 22, 1999, Spanish Broadcasting System of Puerto Rico,
Inc., a Delaware corporation and a wholly-owned subsidiary of Spanish
Broadcasting System, Inc., a Delaware Corporation ("SBS"), entered into a stock
purchase agreement (the "Stock Purchase Agreement") to purchase all of the
outstanding capital stock of the following nine subsidiaries of AMFM Operating,
Inc., a Delaware corporation (formerly known as Chancellor Media Corporation of
Los Angeles)("AMFM"): Primedia Broadcast Group, Inc., WIO, Inc., Cadena
Estereotempo, Inc., Portorican American Broadcasting, Inc., WLDI, Inc., WRPC,
Inc., WOYE, Inc., WZNT, Inc., and WOQI, Inc. (the "Subsidiaries"). The
Subsidiaries own and operate eight radio stations in Puerto Rico: WIOA-FM,
WIOB-FM, WIOC-FM, WCOM-FM, WZMT-FM, WZNT-FM, WOYE-FM, and WCTA-FM. There is no
material relationship between AMFM and SBS or any of its affiliates, any
director or officer of SBS, or any associate of any such director or officer.
On January 14, 2000, SBS completed the purchase from AMFM of all of the
outstanding capital stock of the Subsidiaries for total cash consideration of
$91.2 million, including a $10.0 million deposit that was made on the purchase
on September 22, 1999, closing costs of $0.7 million and working capital
adjustments of $0.5 million. The consideration paid for the purchase was
determined through arms-length negotiations between SBS and AMFM. SBS financed
the purchase with cash on hand. The assets acquired by SBS include studio
facilities which were used by AMFM for radio broadcasting. SBS intends to
continue to use the studio facilities for radio broadcasting.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
Not Applicable
Item 6. Resignation of Registrant's Directors.
Not Applicable.
2
<PAGE> 3
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a. Financial Statements
3
<PAGE> 4
PRIMEDIA BROADCAST GROUP, INC. AND ITS AFFILIATES
Combined Financial Statements and
Additional Combining Information for
the Year Ended December 31, 1999,
and Independent Auditors' Report
4
<PAGE> 5
PRIMEDIA BROADCAST GROUP, INC.
AND ITS AFFILIATES
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT ON COMBINED
FINANCIAL STATEMENTS
COMBINED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999:
Combined Balance Sheet
Combined Statement of Income and Deficit
Combined Statement of Cash Flows
Notes to Combined Financial Statements
INDEPENDENT AUDITORS' REPORT ON
ADDITIONAL COMBINING INFORMATION
ADDITIONAL COMBINING INFORMATION AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999:
Combining Balance Sheet Information
Combining Statement of Income and Deficit Information
</TABLE>
5
<PAGE> 6
INDEPENDENT AUDITORS' REPORT
To the Stockholder of
Primedia Broadcast Group, Inc.,
WZNT, Inc., WOYE, Inc.,
WLDI, Inc., WRPC, Inc.,
WZMT, Inc., WIO, Inc. and
Cadena Estereotempo, Inc.
We have audited the accompanying combined balance sheet of Primedia Broadcast
Group, Inc. and its affiliates as of December 31, 1999, and the related combined
statements of income and deficit and of cash flows for the year then ended. The
combined financial statements include the accounts of Primedia Broadcast Group,
Inc. and seven related companies, WZNT, Inc., WOYE, Inc., WLDI, Inc., WRPC,
Inc., WZMT, Inc. (formerly WOQI, Inc.), WIO, Inc. and Cadena Estereotempo, Inc.
These companies are under common ownership and common management. These
financial statements are the responsibility of the Companies' management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the combined financial position of Primedia Broadcast Group, Inc. and
its affiliates at December 31, 1999, and the combined results of their
operations and their combined cash flows for the year then ended, in conformity
with generally accepted accounting principles.
/s/ DELOITTE & TOUCHE LLP
San Juan, Puerto Rico
March 3, 2000
6
<PAGE> 7
PRIMEDIA BROADCAST GROUP, INC.
AND ITS AFFILIATES
COMBINED BALANCE SHEET
DECEMBER 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,168,700
Accounts receivable (Note 4) 2,652,896
Prepaid expenses 162,221
Deferred income tax (Note 9) 130,204
------------
Total current assets 4,114,021
PROPERTY AND EQUIPMENT - Net (Note 5) 3,748,140
INTANGIBLE AND OTHER ASSETS - Net (Note 6) 25,108,936
------------
TOTAL $ 32,971,097
============
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $ 387,049
Accrued expenses 1,924,039
Income tax payable 1,243,811
------------
Total current liabilities 3,554,899
DUE TO PARENT (Note 3) 20,678,326
DEFERRED INCOME TAX (Note 9) 169,696
------------
Total liabilities 24,402,921
============
COMMITMENTS AND CONTINGENCY (Note 10)
STOCKHOLDER'S EQUITY (Note 7):
Common stock 7,138
Preferred stock 13,739
Additional paid-in capital 13,368,408
Deficit (4,821,109)
------------
Total stockholder's equity 8,568,176
------------
TOTAL $ 32,971,097
============
</TABLE>
See notes to combined financial statements.
7
<PAGE> 8
PRIMEDIA BROADCAST GROUP, INC.
AND ITS AFFILIATES
COMBINED STATEMENT OF INCOME AND DEFICIT
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
<S> <C>
REVENUES:
Broadcast revenues (Note 8) $ 17,722,462
Less agency commissions and discounts 4,049,436
------------
Net broadcast revenues 13,673,026
Other revenues 480,857
------------
Total revenues 14,153,883
------------
COSTS AND EXPENSES:
Technical operations 422,991
Programming 2,886,771
Selling 1,541,560
General and administrative (Notes 8 and 10) 4,415,503
------------
Total costs and expenses 9,266,825
------------
INCOME BEFORE OTHER EXPENSES 4,887,058
------------
OTHER EXPENSES (INCOME):
Depreciation and amortization 3,115,185
Other income (11,770)
------------
Total other expenses 3,103,415
------------
INCOME BEFORE INCOME TAX PROVISION 1,783,643
------------
INCOME TAX PROVISION (BENEFIT) (Note 9):
Current 1,371,273
Deferred (85,760)
------------
Total income tax provision 1,285,513
------------
NET INCOME 498,130
DEFICIT, BEGINNING OF YEAR 5,319,239
------------
DEFICIT, END OF YEAR $ 4,821,109
============
</TABLE>
See notes to combined financial statements.
8
<PAGE> 9
PRIMEDIA BROADCAST GROUP, INC.
AND ITS AFFILIATES
COMBINED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 498,130
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 3,115,185
Bad debt expense 199,332
Deferred income tax benefit (85,760)
Changes in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable 862,557
Prepaid expenses (7,137)
Increase (decrease) in:
Accounts payable 254,291
Accrued expenses (509,248)
Income tax payable 1,158,575
-----------
Net cash provided by operating activities 5,485,925
CASH FLOWS FROM INVESTING ACTIVITIES -
Capital expenditures (175,050)
CASH FLOWS FROM FINANCING ACTIVITIES -
Payments to Parent (5,814,658)
-----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (503,783)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 1,672,483
-----------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 1,168,700
===========
</TABLE>
See notes to combined financial statements.
9
<PAGE> 10
PRIMEDIA BROADCAST GROUP, INC.
AND ITS AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - Primedia Broadcast Group, Inc. ("Primedia") was
incorporated on December 12, 1994 under the laws of the Commonwealth of
Puerto Rico. Primedia commenced its operations on January 1, 1995 as a
management company for a group of radio stations acquired or under local
marketing or joint sale agreements. Effective October 23, 1998, Primedia
and its affiliated companies became wholly-owned subsidiaries of AMFM
Operating, Inc., a Delaware corporation (formerly known as Chancellor
Media Corporation) (the "Parent").
COMBINED FINANCIAL STATEMENTS - The accompanying combined financial
statements include the accounts of Primedia and its affiliated companies
WZNT, Inc., WOYE, Inc., WLDI, Inc., WRPC, Inc., WZMT, Inc. (formerly WOQI,
Inc.), WIO, Inc. and Cadena Estereotempo, Inc. (collectively the "Group").
Primedia and its affiliates are under common ownership and management. The
affiliated companies were incorporated for the purpose of acquiring
existing radio stations in Puerto Rico. These companies commenced
operations upon the acquisition of the radio stations.
All significant intercompany balances and transactions have been
eliminated in the preparation of the combined financial statements.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
REVENUE AND EXPENSE RECOGNITION - Revenues are recognized when commercials
are broadcasted. Salaries and other operating costs are charged to expense
when incurred.
CASH AND CASH EQUIVALENTS - All highly liquid investments purchased with
original maturities of three months or less are considered as cash
equivalents.
ALLOWANCE FOR DOUBTFUL ACCOUNTS - The allowance for doubtful accounts is
an amount that management believes will be adequate to absorb possible
losses on existing accounts receivable that may become uncollectible based
on evaluations of collectibility of accounts receivable and prior credit
experience. Because of uncertainties inherent in the estimation process,
management's estimate of credit losses inherent in the existing accounts
receivable and the related allowance may change in the near term.
PROPERTY AND EQUIPMENT - Property and equipment are stated at cost.
Depreciation and amortization are provided on a straight-line basis over
the estimated useful lives of the assets as follows: building and
leasehold improvements, 40 years; broadcasting equipment, 5 to 15 years;
other equipment and furniture and fixtures, 3 to 7 years.
10
<PAGE> 11
Expenditures for maintenance and repairs are charged to costs and expenses
as incurred; expenditures for renewals and betterments are capitalized.
Cost and accumulated depreciation for property sold, retired or abandoned
are removed from the accounts and any resulting gain or loss is included
in income or expense.
INTANGIBLE AND OTHER ASSETS - Intangible and other assets consist
principally of the excess of cost over net assets acquired from
predecessor companies. Such excess cost was assigned to the Federal
Communications Commission ("FCC") licenses, customer list, goodwill,
leasehold rights and tower space income agreements based on independent
appraisals. These assets are amortized on a straight-line basis over their
estimated useful lives as follows: FCC licenses, customer list and
goodwill, 15 years; leasehold rights, 4 years.
IMPAIRMENT OF LONG-LIVED ASSETS - Long-lived assets, certain identifiable
intangibles and goodwill, are periodically reviewed for impairment
whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. No indications of impairment
are evident as a result of such review.
BARTER TRANSACTIONS - Barter and trade-out revenue is recognized when
commercials are broadcasted. Goods or services are recorded at their
estimated fair value when received or used. If goods or services are
received prior to the broadcast of the commercial, a liability is
recorded; if the commercial is broadcasted first, a receivable is
recorded.
DEFERRED INCOME TAXES - Deferred income taxes are provided for temporary
differences in the financial statements and tax bases of assets and
liabilities using current tax rates in effect in accordance with Statement
of Financial Accounting Standards No. 109, ACCOUNTING FOR INCOME TAXES.
Principal temporary differences giving rise to deferred income taxes are
depreciation and the allowance for bad debts. Deferred tax assets,
including the benefit for net operating loss carryforward, if any, are
evaluated based on the guidelines of SFAS 109 for realization and may be
reduced by a valuation allowance.
CONCENTRATION OF CREDIT RISK - The Group's financial instruments that are
exposed to concentration of credit risk consist principally of trade
accounts receivable. The Group's trade accounts receivable result
principally from the sale of airtime to advertising agencies and
individual customers in Puerto Rico. The Group routinely assesses the
financial strength of its customers. As a consequence, concentration of
credit risk is limited.
2. CHANGE IN OWNERSHIP OF THE GROUP
On September 22, 1999, the Parent entered into a stock purchase agreement
to sell all of the outstanding capital stock of the Group to Spanish
Broadcasting System of Puerto Rico, Inc., a Delaware corporation and a
wholly-owned Subsidiary of Spanish Broadcasting System, Inc., also a
Delaware Corporation. This transaction was completed on January 14, 2000.
3. RELATED PARTY TRANSACTIONS
The companies included in the combined financial statements share
technical and operating personnel and certain facilities and other
services. The individual financial statements for each company have been
prepared from separate records maintained in a central accounting
location. Portions of certain
11
<PAGE> 12
revenues and expenses represent allocations made by management for items
applicable to each company based on operating statistics and other
pertinent criteria. In addition, during the year ended December 31, 1999,
the Parent charged management fees amounting to approximately $180,000 to
the Group. Transactions with the Parent are recorded at terms and
conditions arranged by the parties.
Due to Parent at December 31, 1999 amounting to $20,678,326, consists of
payments made by the Parent on behalf of the companies, principally
related to the Parent's acquisition of the Group in 1998. These advances
bear no interest and have no formal repayment terms.
4. ACCOUNTS RECEIVABLE
Accounts receivable at December 31, 1999 consisted of:
<TABLE>
<CAPTION>
<S> <C>
Customers $2,938,464
Other 48,288
----------
Total 2,986,752
Less allowance for doubtful accounts 333,856
----------
Accounts receivable - net $2,652,896
==========
</TABLE>
5. PROPERTY AND EQUIPMENT
Property and equipment at December 31, 1999 consisted of:
<TABLE>
<CAPTION>
<S> <C>
Land, building and leasehold improvements $1,151,714
Broadcasting equipment 4,110,135
Other equipment, furniture and fixtures 1,250,098
----------
Total 6,511,947
Less accumulated depreciation and amortization 2,763,807
----------
Property and equipment - net $3,748,140
==========
</TABLE>
6. INTANGIBLE AND OTHER ASSETS
Intangible and other assets at December 31, 1999 consisted of:
<TABLE>
<CAPTION>
<S> <C>
FCC licenses $18,162,742
Goodwill 12,061,557
Customer list 2,973,073
Leasehold rights 185,832
Other 203,641
-----------
Total 33,586,845
Less accumulated amortization 8,477,909
-----------
Intangible and other assets - net $25,108,936
===========
</TABLE>
12
<PAGE> 13
7. STOCKHOLDER'S EQUITY
Common stock at December 31, 1999 consisted of:
<TABLE>
<CAPTION>
SHARES
SHARES PAR ISSUED AND
AUTHORIZED VALUE OUTSTANDING AMOUNT
---------- ----- ----------- ------
<S> <C> <C> <C> <C>
WZNT, Inc. 1,000,000 $1.00 1,782 $1,782
WOYE, Inc. 1,000,000 1.00 716 716
WLDI, Inc. 1,000,000 1.00 719 719
WZMT, Inc. 1,000,000 1.00 1,000 1,000
WRPC, Inc. 1,000,000 1.00 1,095 1,095
Primedia Broadcast Group, Inc. 1,000,000 1.00 4 4
WIO, Inc. 1,000,000 1.00 1,822 1,822
------
Total $7,138
======
</TABLE>
Preferred stock at December 31, 1999 consisted of:
<TABLE>
<CAPTION>
PREFERRED SHARES
STOCK SHARES PAR ISSUED AND
CLASS A AUTHORIZED VALUE OUTSTANDING AMOUNT
------- ---------- ----- ----------- ------
<S> <C> <C> <C> <C>
WZNT, Inc. 6,000 $1.00 3,988 $3,988
WOYE, Inc. 3,000 1.00 1,602 1,602
WLDI, Inc. 3,000 1.00 1,610 1,610
WRPC, Inc. 4,500 1.00 2,452 2,452
Primedia Broadcast Group, Inc. 50 1.00 8 8
WIO, Inc. 8,000 1.00 4,079 4,079
-------
Total $13,739
=======
</TABLE>
Preferred shares are cumulative at an annual rate of $50.00 per share,
calculated on a basis of a 360-day year; unpaid dividends accrue interest
on a daily basis at a rate of 5% per annum. Total dividends in arrears
amounted to approximately $800,000 as of December 31, 1999. The preferred
shares entitle the holder to vote, and to receive, in the event of
liquidation and prior to any distribution of assets to the holders of the
common stock, an amount equal to (a) $1,000 per share, plus (b) an amount
equal to all accrued and unpaid dividends, plus (c) an amount equal to all
accrued and unpaid interest to the date of such payment.
8. BARTER TRANSACTIONS
Broadcast revenues and expenses related to trade-out agreements amounted
to approximately $1,750,000 and $1,720,000, respectively, during the year
ended December 31, 1999.
9. INCOME TAXES
The companies within the Group are subject to Puerto Rico income taxes at
statutory rates that range from 20% to 39%. The provision for income tax
is computed on an individual company basis, therefore losses of one
company cannot be offset against the taxable income of another. Income tax
provision for the year ended December 31, 1999 does not bear a normal
relationship to income before income taxes because of certain expenses
which are not deductible for income tax purposes.
13
<PAGE> 14
At December 31, 1998, certain companies had net operating loss
carryforwards of approximately $229,000, that were used to offset their
corresponding taxable income for the year ended December 31, 1999.
The components of deferred income tax at December 31, 1999 are as follows:
<TABLE>
<CAPTION>
<S> <C>
Deferred tax liability -
Property and equipment $169,696
--------
Deferred tax asset -
Allowance for bad debts $130,204
--------
</TABLE>
10. COMMITMENTS AND CONTINGENCY
COMMITMENTS
WZNT, Inc. leases its office space in Guaynabo, Puerto Rico under an
operating lease agreement expiring on August 31, 2000. The lease specifies
a monthly rental payment of $2,100. Rent expense for the year ended
December 31, 1999 amounted to approximately $25,000.
WZNT, Inc. leases tower and building space at its transmitter site to two
cellular communication companies under operating leases expiring in
various dates through August 31, 2000. These agreements require the
lessees to pay WZNT, Inc. monthly rental payments of $2,800 and $3,000,
respectively, during the corresponding lease periods.
On February 5, 2000, the Group entered into an option agreement to acquire
an office building for total purchase price of approximately $5,200,000.
The Group's administrative offices and radio broadcasting studios will be
moved to the new building when the existing facilities lease agreement
expires on August 31, 2000.
CONTINGENCY
The Group is a defendant in a lawsuit arising out of the normal conduct of
business. Management, based on consultation with legal counsel, is of the
opinion that the final outcome of this matter will not have a significant
effect on the financial position or results of operations of the Group.
11. SUPPLEMENTAL CASH FLOW INFORMATION
Income tax paid during the year ended December 31, 1999 amounted to
approximately $213,000. There were no interest payments during 1999.
******
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INDEPENDENT AUDITORS' REPORT ON
ADDITIONAL COMBINING INFORMATION
To the Stockholder of
Primedia Broadcast Group, Inc.,
WZNT, Inc., WOYE, Inc.,
WLDI, Inc., WRPC, Inc.,
WZMT, Inc., WIO, Inc. and
Cadena Estereotempo, Inc.
Our audit was conducted for the purpose of forming an opinion on the basic
combined financial statements for the year ended December 31, 1999, taken as a
whole. The additional combining information listed in the table of contents is
presented for the purpose of additional analysis of the basic combined financial
statements rather than to present the financial position and results of
operations of the individual companies, and is not a required part of the basic
combined financial statements. This additional information is the responsibility
of the Companies' management. Such information has been subjected to the
auditing procedures applied in our audit of the basic combined financial
statements and, in our opinion, is fairly stated in all material respects when
considered in relation to the basic combined financial statements taken as a
whole.
/s/ DELOITTE & TOUCHE LLP
San Juan, Puerto Rico
March 3, 2000
15
<PAGE> 16
PRIMEDIA BROADCAST GROUP, INC. AND ITS AFFILIATES
COMBINING BALANCE SHEET INFORMATION
DECEMBER 31, 1999
<TABLE>
<CAPTION>
ASSETS PRIMEDIA WZNT WOYE WLDI WRPC
- ------ -------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $1,168,700 $ - $ - $ - $ -
Accounts receivable 720,830 67,404 591,719
Prepaid expenses 58,426 52,383 6,126 3,559 5,401
Investment in subsidiary
Deferred income tax 37,989 24,599 6,013
---------- ----------- ---------- ---------- ----------
Total current assets 1,227,126 811,202 98,129 601,291 5,401
PROPERTY AND EQUIPMENT - Net 32,321 1,385,849 589,049 585,166 427,909
INTANGIBLES AND OTHER ASSETS - Net 1,666 7,002,827 2,454,501 2,145,230 2,127,855
---------- ----------- ---------- ---------- ----------
TOTAL $1,261,113 $ 9,199,878 $3,141,679 $3,331,687 $2,561,165
========== =========== ========== ========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $ 16,803 $ 370,246 $ - $ - $ -
Accrued expenses 448,888 493,627 108,349 314,592 66,251
Income tax payable 4,439 133,258 146,092 118,686 72,140
---------- ----------- ---------- ---------- ----------
Total current liabilities 470,130 997,131 254,441 433,278 138,391
DUE TO PARENT 794,422 6,101,367 1,730,151 1,864,725 709,340
DEFERRED INCOME TAX - - - - -
Total liabilities 1,264,552 7,098,498 1,984,592 2,298,003 847,731
---------- ----------- ---------- ---------- ----------
STOCKHOLDER'S EQUITY (DEFICIENCY):
Common stock 4 1,782 716 719 1,095
Preferred stock 8 3,988 1,602 1,610 2,452
Additional paid-in capital 988 3,982,869 1,599,828 1,534,313 2,172,114
Retained earnings (deficit) (4,439) (1,887,259) (445,059) (502,958) (466,227)
---------- ----------- ---------- ---------- ----------
Total stockholder's equity
(deficiency) (3,439) 2,101,380 1,157,087 1,033,684 1,713,434
---------- ----------- ---------- ---------- ----------
Less treasury stock at cost
TOTAL $1,261,113 $ 9,199,878 $3,141,679 $3,331,687 $2,561,165
========== =========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
ASSETS WZMT WIO ESTEREOTEMPO ELIMINATIONS COMBINED
- ------ ---- --- ------------ ------------ --------
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ - $ - $ - $ - $ 1,168,700
Accounts receivable 170,426 1,102,517 2,652,896
Prepaid expenses 829 35,497 162,221
Investment in subsidiary 3,425,002 (3,425,002)
Deferred income tax 3,811 57,792 130,204
---------- ----------- ----------- ----------- -----------
Total current assets 174,237 3,425,831 1,195,806 (3,425,002) 4,114,021
PROPERTY AND EQUIPMENT - Net 15,055 362,317 350,474 3,748,140
INTANGIBLES AND OTHER ASSETS - Net 2,692,458 6,401,366 2,283,033 25,108,936
---------- ----------- ----------- ----------- -----------
TOTAL $2,881,750 $10,189,514 $ 3,829,313 $(3,425,002) $32,971,097
========== =========== =========== =========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $ - $ - $ - $ - $ 387,049
Accrued expenses 72,077 420,255 1,924,039
Income tax payable 63,325 10,039 695,832 1,243,811
---------- ----------- ----------- ----------- -----------
Total current liabilities 135,402 10,039 1,116,087 3,554,899
DUE TO PARENT 2,797,280 7,392,817 (711,776) 20,678,326
DEFERRED INCOME TAX 169,696 169,696
---------- ----------- ----------- ----------- -----------
Total liabilities 2,932,682 7,572,552 404,311 24,402,921
---------- ----------- ----------- ----------- -----------
STOCKHOLDER'S EQUITY (DEFICIENCY):
Common stock 1,000 1,822 2,001,000 (2,001,000) 7,138
Preferred stock 4,079 13,739
Additional paid-in capital 4,078,296 1,291,199 (1,291,199) 13,368,408
Retained earnings (deficit) (51,932) (1,467,235) 483,803 (483,803) (4,821,109)
---------- ----------- ----------- ----------- -----------
Total stockholder's equity
(deficiency) (50,932) 2,616,962 3,776,002 (3,776,002) 8,568,176
Less treasury stock at cost (351,000) 351,000
---------- ----------- ----------- ----------- -----------
TOTAL $2,881,750 $10,189,514 $ 3,829,313 $(3,425,002) $32,971,097
========== =========== =========== =========== ===========
</TABLE>
16
<PAGE> 17
PRIMEDIA BROADCAST GROUP, INC. AND ITS AFFILIATES
COMBINING STATEMENT OF INCOME AND DEFICIT INFORMATION
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
PRIMEDIA WZNT WOYE WLDI WRPC
-------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
REVENUES:
Broadcast revenues $ - $ 3,609,452 $1,691,406 $3,758,116 $ 780,100
Less agency commissions and discounts 829,384 376,218 921,098 203,161
------- ----------- ---------- ---------- ---------
Net broadcast revenues 2,780,068 1,315,188 2,837,218 576,939
Other revenues 402,157 4,030 31,477
------- ----------- ---------- ---------- ---------
Total revenues 3,182,225 1,319,218 2,888,695 576,939
------- ----------- ---------- ---------- ---------
COSTS AND EXPENSES:
Technical operations 97,188 41,147 88,092 16,766
Programming 663,269 280,821 601,201 114,423
Selling 354,191 149,961 321,047 61,101
General and administrative 1,191,097 255,895 1,304,841 82,570
------- ----------- ---------- ---------- ---------
Total costs and expenses 2,305,745 727,824 2,315,181 274,860
------- ----------- ---------- ---------- ---------
INCOME BEFORE OTHER EXPENSES 876,480 591,394 553,514 302,079
------- ----------- ---------- ---------- ---------
OTHER EXPENSES (INCOME):
Depreciation and amortization 1,026,902 317,640 266,196 225,299
Other income (11,770)
------- ----------- ---------- ---------- ---------
Total other expenses 1,015,132 317,640 266,196 225,299
------- ----------- ---------- ---------- ---------
OPERATING INCOME (LOSS) (138,652) 273,754 287,318 76,780
EQUITY IN INCOME OF SUBSIDIARY ------- ----------- ---------- ---------- ---------
INCOME (LOSS) BEFORE INCOME TAX
PROVISION (BENEFIT) (138,652) 273,754 287,318 76,780
------- ----------- ---------- ---------- ---------
INCOME TAX PROVISION (BENEFIT):
Current 161,082 169,921 219,368 82,270
Deferred (19,686) (7,739) 2,395 7,185
------- ----------- ---------- ---------- ---------
Total income tax provision
(benefit) 141,396 162,182 221,763 89,455
------- ----------- ---------- ---------- ---------
NET INCOME (LOSS) (280,048) 111,572 65,555 (12,675)
DEFICIT, BEGINNING OF YEAR (4,439) (1,607,211) (556,631) (568,513) (449,552)
------- ----------- ---------- ---------- ---------
RETAINED EARNINGS (DEFICIT),
END OF YEAR $(4,439) $(1,887,259) $ (445,059) $ (502,958) $(462,227)
======= =========== ========== ========== =========
</TABLE>
<TABLE>
<CAPTION>
WZMT WIO ESTEREOTEMPO ELIMINATIONS COMBINED
---- --- ------------ ------------ --------
<S> <C> <C> <C> <C> <C>
REVENUES:
Broadcast revenues $737,014 $ - $7,146,174 $ - $17,722,462
Less agency commissions and discounts 161,634 1,557,941 4,049,436
-------- ----------- ---------- ----------- -----------
Net broadcast revenues 575,380 5,588,233 13,673,026
Other revenues 4,110 96,000 39,083 (96,000) 480,857
-------- ----------- ---------- ----------- -----------
Total revenues 579,490 96,000 5,627,316 (96,000) 14,153,883
-------- ----------- ---------- ----------- -----------
COSTS AND EXPENSES:
Technical operations 17,448 162,350 422,991
Programming 119,075 1,107,982 2,886,771
Selling 63,588 591,672 1,541,560
General and administrative 69,848 1,607,252 (96,000) 4,415,503
-------- ----------- ---------- ----------- -----------
Total costs and expenses 269,959 3,469,256 (96,000) 9,266,825
-------- ----------- ---------- ----------- -----------
INCOME BEFORE OTHER EXPENSES 309,531 96,000 2,158,060 4,887,058
-------- ----------- ---------- ----------- -----------
OTHER EXPENSES (INCOME):
Depreciation and amortization 204,626 589,007 485,515 3,115,185
Other income (11,770)
-------- ----------- ---------- ----------- -----------
Total other expenses 204,626 589,007 485,515 3,103,415
-------- ----------- ---------- ----------- -----------
OPERATING INCOME (LOSS) 104,905 (493,007) 1,672,545 1,783,643
EQUITY IN INCOME OF SUBSIDIARY 1,034,776 (1,034,776)
--------- -----------
INCOME (LOSS) BEFORE INCOME TAX
PROVISION (BENEFIT) 104,905 541,769 1,672,545 (1,034,776) 1,783,643
-------- ----------- ---------- ----------- -----------
INCOME TAX PROVISION (BENEFIT):
Current 65,889 (6,463) 679,206 1,371,273
Deferred (2,236) (24,242) (41,437) (85,760)
-------- ----------- ---------- ----------- -----------
Total income tax provision
(benefit) 63,653 (30,705) 637,769 1,285,513
-------- ----------- ---------- ----------- -----------
NET INCOME (LOSS) 41,252 572,474 1,034,776 (1,034,776) 498,130
DEFICIT, BEGINNING OF YEAR (93,184) (2,039,709) (550,973) 550,973 (5,319,239)
-------- ----------- ---------- ----------- -----------
RETAINED EARNINGS (DEFICIT),
END OF YEAR $(51,932) $(1,467,235) $ 483,803 $ (483,803) $(4,821,109)
======== =========== ========== =========== ===========
</TABLE>
17
<PAGE> 18
b. UNAUDITED PRO FORMA FINANCIAL INFORMATION
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
December 26, 1999
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the three months ended December 26, 1999
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the fiscal year ended September 26, 1999
Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements
The following unaudited pro forma condensed consolidated
financial statements give effect to the acquisition of
Primedia Broadcast Group, Inc. and affiliates ("Primedia")
which occurred on January 14, 2000 using the purchase method
of accounting. Under the purchase method of accounting, the
purchase price is allocated to the assets acquired and
liabilities assumed based on their estimated fair values. The
estimated fair values of the assets and liabilities of
Primedia have been combined with the recorded values of the
assets and liabilities of Spanish Broadcasting System, Inc.
and subsidiaries ("SBS") in the unaudited pro forma condensed
consolidated financial statements.
The unaudited pro forma condensed consolidated balance sheet
gives effect to the purchase as if it had occurred on December
26, 1999. The unaudited pro forma condensed consolidated
statements of operations for the fiscal year ended September
26, 1999 and the three months ended December 26, 1999 assumes
the acquisition was consummated on September 28, 1998.
The unaudited condensed statements of operations for Primedia
for the twelve months ended September 30, 1999 were derived by
adding the nine months ended September 30, 1999 to Primedia's
year ended December 31, 1998, and removing the nine months
ended September 30, 1998.
The unaudited pro forma condensed consolidated financial
statements are for illustrative purposes only and do not
purport to represent what SBS's financial position or results
of operations would have been if the acquisition had occurred
on the dates indicated or to project SBS's financial position
or results of operations as of any future date or for any
future period. The unaudited pro forma condensed consolidated
financial statements, including the notes thereto are
qualified in their entirety by reference to, and should be
read in conjunction with the historical consolidated financial
statements of SBS included in its (a) annual report on Form
10-K, as amended for the fiscal year ended September 26, 1999
and (b) quarterly report on Form 10-Q for the fiscal quarter
ended December 26, 1999, as well as the historical financial
statements and the related notes hereto of Primedia included
in this report.
The unaudited pro forma adjustments have been applied to the
financial information derived from the financial statements of
SBS and Primedia to account for the acquisition as a purchase
and, accordingly, the assets acquired and liabilities assumed
are reflected at their estimated fair values.
The unaudited pro forma financial information has been
prepared based on the assumptions described in the notes
thereto and includes assumptions relating to the allocation of
the consideration paid for the assets of Primedia based on the
estimates of their fair values. In the opinion of SBS, all
adjustments necessary to present fairly such unaudited pro
forma financial information have been based on the terms and
structure of the acquisition.
18
<PAGE> 19
SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Balance Sheet
As of December 26, 1999
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
-------------------------- -------------------------
SBS PRIMEDIA
---------- ----------
AS OF
ASSETS 12/26/99 12/31/99 ADJUSTMENTS BALANCES
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $174,579 1,169 (81,321) (1) 94,427
Net Receivables 23,295 2,653 (153) (1) 25,795
Other current assets 5,457 292 (142) (1) 5,607
---------- ---------- --------- ----------
Total current assets 203,331 4,114 (81,616) 125,829
Property and equipment, net 14,511 3,748 (1,548) (1) 16,711
Intangible Assets, net. 299,654 25,109 75,764 (1) 400,527
Deferred Financing Costs, net 8,257 -- -- 8,257
Other assets 187 -- -- 187
---------- ---------- --------- ----------
Total assets $525,940 32,971 (7,400) 551,511
========== ========== ========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current Portion of Long-Term Debt 1,051 -- -- 1,051
Deposit on Sale of Stations 700 -- -- 700
Accounts Payable and Accrued Expenses 11,531 3,555 (184) (1) 14,902
Accrued Interest 3,387 -- -- 3,387
Deferred Commitment Fee 2,751 -- -- 2,751
---------- ---------- --------- ----------
Total current liabilities 19,420 3,555 (184) 22,791
12.5% Senior Unsecured Notes, net of
unamortized discount 100 -- -- 100
9.625% Senior Subordinated Notes 235,000 -- -- 235,000
Other Long-Term Debt, Less Current Portion 879 -- -- 879
Due to Parent -- 20,678 (20,678) (1),(2) --
Deferred Income Taxes 3,607 170 22,030 (1) 25,807
---------- ---------- --------- ----------
Total liabilities 259,006 24,403 1,168 284,577
Stockholders' Equity:
Preferred Stock, $ 1.00 Par Value -- 14 (14) (2) --
Common Stock, $ 1.00 Par Value -- 7 (7) (2) --
Class A Common Stock, $.0001 Par Value. 3 -- -- 3
Class B Common Stock, $.0001 Par Value 3 -- -- 3
Additional paid-in capital 393,252 13,368 (13,368) (2) 393,252
Accumulated deficit (126,324) (4,821) 4,821 (2) (126,324)
---------- ---------- --------- ----------
Total stockholders' equity 266,934 8,568 (8,568) 266,934
---------- ---------- --------- ----------
Total liabilities and stockholders' equity
$525,940 32,971 (7,400) 551,511
========== ========== ========= ==========
</TABLE>
The accompanying notes are an integral part of these pro forma condensed
consolidated financial statements.
19
<PAGE> 20
SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Statement of Operations
For the three months ended December 26, 1999
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
-------------------------- ---------------------------
SBS PRIMEDIA
---------- ----------
THREE MONTHS ENDED
12/26/99 12/31/99 ADJUSTMENTS BALANCES
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Gross Revenues $ 33,202 5,059 -- 38,261
Less: Agency Commissions 4,269 1,138 -- 5,407
---------- ---------- ---------- ----------
Net Revenues 28,933 3,921 -- 32,854
Operating expenses:
Engineering 586 108 -- 694
Programming 2,957 703 -- 3,660
Selling 6,283 1,061 -- 7,344
General and Administrative 2,678 537 -- 3,215
Corporate Expenses 13,063 55 (55) (4) 13,063
Depreciation & Amortization 2,624 767 (54) (3) 3,337
---------- ---------- ---------- ----------
Total operating expenses 28,191 3,231 (109) 31,313
========== ========== ========== ==========
Operating Income 742 690 109 1,541
Other Income (Expenses):
Interest Expense, net (2,966) -- (600) (6) (3,566)
Other, net (405) 69 -- (336)
---------- ---------- ---------- ----------
Income (Loss) Before Income Taxes and
Extraordinary Item (2,629) 759 (491) (2,361)
Income Tax Expense (Benefit) (1,078) 490 (380) (7) (968)
---------- ---------- ---------- ----------
Income (Loss) Before Extraordinary Item (1,551) 269 (111) (1,393)
Extraordinary Item, Loss on Extinguishment of Debt,
Net of Income Taxes (16,865) -- -- (16,865)
---------- ---------- ---------- ----------
Net Income (Loss) $ (18,416) 269 (111) (18,258)
========== ========== ========== ==========
Dividends on preferred stock (28,372) -- -- (28,372)
========== ========== ========== ==========
Net loss applicable to common stockholders $ (46,788) 269 (111) (46,630)
========== ========== ========== ==========
Net loss applicable to common stockholders per
share = basic and diluted $ (0.90) (0.90)
========== ==========
Weighted average shares = basic and diluted 52,001 52,001
========== ==========
</TABLE>
The accompanying notes are an integral part of these pro forma condensed
consolidated financial statements.
20
<PAGE> 21
SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Statement of Operations
For the fiscal year ended September 26, 1999
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
-------------------------- ---------------------------
SBS PRIMEDIA
---------- ----------
TWELVE MONTHS ENDED
12/26/99 12/31/99 ADJUSTMENTS BALANCES
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Gross Revenues $ 111,233 18,551 -- 129,784
Less: Agency Commissions 13,883 4,176 -- 18,059
---------- ---------- --------- ----------
Net Revenues 97,350 14,375 -- 111,725
Operating expenses:
Engineering 2,223 432 -- 2,655
Programming 10,120 2,825 -- 12,945
Selling 22,015 3,276 -- 25,291
General and Administrative 10,261 2,394 -- 12,655
Corporate Expenses 10,636 2,273 (1,663) (4) 11,246
Depreciation and Amortization 9,906 3,352 (818 (3) 12,440
---------- ---------- --------- ----------
Total operating expenses 65,161 14,552 (2,481) 77,232
---------- ---------- --------- ----------
Operating Income (Loss) 32,189 (177) 2,481 34,493
Other Income (Expenses):
Interest Expense, net (21,178) (309) (6,322) (5),(6) (27,809)
Other, net (749) 238 -- (511)
---------- ---------- --------- ----------
Income (Loss) Before Income Taxes 10,262 (248) (3,841) 6,173
Income Tax Expense (Benefit) 4,445 1,191 (2,962) (7) 2,674
---------- ---------- --------- ----------
Net Income (Loss) $ 5,817 (1,439) (879) 3,499
========== ========== ========= ==========
Dividends on preferred stock (34,748) -- -- (34,748)
========== ========== ========= ==========
Net loss applicable to common stockholders $ (28,931) (1,439) (879) (31,249)
========== ========== ========= ==========
Net loss applicable to common stockholders per
share = basic and diluted $ (0.86) (0.93)
========== ==========
Weighted average shares = basic and diluted 33,585 33,585
========== ==========
</TABLE>
The accompanying notes are an integral part of these pro forma condensed
consolidated financial statements.
21
<PAGE> 22
SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
BASIS OF PRESENTATION
The purchase price for Primedia was approximately $91,200, including
approximately $1,200 of acquisition costs. The total purchase price includes a
$10,000 deposit made by SBS in September 1999.
This purchase was accounted for under the purchase method of accounting in
accordance with APB No. 16, whereby the purchase price is allocated to the
assets acquired and liabilities assumed based on their estimated fair values.
Estimates of the fair values of the assets and liabilities of Primedia have been
consolidated with the SBS column in the unaudited pro forma condensed
consolidated financial statements. The Primedia purchase price was allocated
accordingly:
<TABLE>
<S> <C>
Cash Acquired........................ $ 1,048
Accounts Receivable.................. 2,500
Prepaid Expenses..................... 150
Property, Plant & Equipment.......... 2,200
FCC Licenses......................... 88,673
Goodwill............................. 22,200
Accounts Payable..................... (293)
Accrued Expenses..................... (1,798)
Income Taxes Payable................. (1,280)
Deferred Tax Liability............... (22,200)
-------
$91,200
=======
</TABLE>
The above purchase price allocation and the 40-year useful lives assigned to the
FCC licenses and goodwill are preliminary and have been made solely for the
purpose of developing the SBS unaudited pro forma condensed consolidated
financial statements. The preliminary estimates are subject to the receipt of a
final valuation report.
PRO FORMA ADJUSTMENTS FOR PRIMEDIA
(1) To record the purchase of Primedia.
(2) To eliminate the historical equity of Primedia.
(3) To record the depreciation and amortization of assets acquired at estimated
fair value using estimated useful lives, and eliminate historical
depreciation and amortization of Primedia.
(4) To eliminate historical corporate overhead allocated to Primedia, in excess
of SBS corporate overhead allocation.
(5) To eliminate historical interest expense for Primedia related to debt repaid
by the former owners.
(6) To record interest expense for estimated debt required to fund Primedia
acquisition.
(7) To record tax effect of pro forma adjustments.
PRO FORMA LOSS PER COMMON SHARE
Basic and diluted pro forma loss per share is computed using the weighted
average number of SBS common shares outstanding during the period. Common stock
equivalents were not considered for each of the periods since their effect would
be antidilutive.
CONFORMING AND RECLASSIFICATION ADJUSTMENTS
There were no adjustments required to conform the accounting policies of
Primedia. Certain reclassifications have been made to Primedia's financial
statements to conform to SBS's financial statement presentation. There have been
no intercompany transactions.
22
<PAGE> 23
c. Exhibits
*1. Stock Purchase Agreement, dated as of September 22,
1999 among Chancellor Media Corporation of Los
Angeles, Primedia Broadcast Group, Inc., WIO, Inc.,
Cadena Estereotempo, Inc., Portorican American
Broadcasting, Inc., WLDI, Inc., WRPC, Inc., WOYE,
Inc., WZNT, Inc., WOQI, Inc., and Spanish
Broadcasting System of Puerto Rico, Inc. (the
"Stock Purchase Agreement").
*2. Amendment to the Stock Purchase Agreement, dated as
of January 3, 2000.
*3. Amendment to the Stock Purchase Agreement, dated as
of January 14, 2000.
4. Consent of Deloitte & Touche LLP.
---------
* Filed with the initial filing of this Form 8-K on
January 28, 2000.
Item 8. Change in Fiscal Year.
Not Applicable.
23
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant and each of the additional registrants have duly caused this
report to be signed on their behalf by the undersigned hereunto duly authorized.
SPANISH BROADCASTING SYSTEM, INC.
(Registrant)
and
Each of the Additional
Registrants Listed in the
Table of Additional Registrants
March 29, 2000 /s/ Joseph A. Garcia
---------------------------------------
Joseph A. Garcia
Chief Financial Officer
Executive Vice President and
Secretary
24
<PAGE> 1
Exhibit 4
INDEPENDENT AUDITORS' CONSENT
We consent to the use in the Current Report on Form 8-K under the Securities
Exchange Act of 1934 of Spanish Broadcasting System, Inc. filed on January 28,
2000, of our reports dated March 3, 2000, and to the incorporation by
reference of such reports in Registration Statement No. 333-3240 of Spanish
Broadcasting System, Inc. on Form S-3 under the Securities Act of 1933 insofar
as such reports relate to the combined financial statements and additional
combining information of Primedia Broadcast Group, Inc. and Affiliates for the
year ended December 31, 1999.
/s/ DELOITTE & TOUCHE LLP
San Juan, Puerto Rico
March 28, 2000
