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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2000
COMMISSION FILE NUMBER 000-27823
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
SPANISH BROADCASTING SYSTEM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
SEE TABLE OF ADDITIONAL REGISTRANTS
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DELAWARE 13-3827791
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(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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2601 SOUTH BAYSHORE DRIVE
COCONUT GROVE, FLORIDA 33133
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
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:
CLASS A COMMON STOCK, PAR VALUE $.0001 PER SHARE
(TITLE OF CLASS)
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 Regulation 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 reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of December 20, 2000, the aggregate market value of the Class A Common
Stock held by non-affiliates of the Company was approximately $172.7 million.
The aggregate market value of the Class B Common Stock held by non-affiliates of
the Company was approximately $0.3 million. (We have assumed that our shares of
Class B Common Stock would trade at the same price per share as our shares of
Class A Common Stock.) (For purposes of this paragraph, directors and executive
officers have been deemed affiliates.)
As of December 20, 2000, 36,856,305 shares of Class A Common Stock, par
value $.0001 per share and 27,801,900 shares of Class B Common Stock, par value
$.0001 per share were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
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TABLE OF ADDITIONAL REGISTRANTS
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PRIMARY STANDARD
STATE OR OTHER INDUSTRIAL I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION IDENTIFICATION
NAME INCORPORATION NUMBER NUMBER
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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
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TABLE OF CONTENTS
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PAGE
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PART I ............................................................ 1
ITEM 1. BUSINESS.................................................... 1
ITEM 2. PROPERTIES.................................................. 19
ITEM 3. LEGAL PROCEEDINGS........................................... 19
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 19
PART II ............................................................ 19
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS......................................... 19
ITEM 6. SELECTED FINANCIAL DATA..................................... 21
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................... 24
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK........................................................ 30
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................. 30
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.................................... 30
PART III ............................................................ 30
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......... 30
ITEM 11. EXECUTIVE COMPENSATION...................................... 32
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.................................................. 39
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 40
PART IV ............................................................ 42
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K......................................................... 42
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PART I
ITEM 1. BUSINESS
All references to "we", "us", "our", "SBS" or "our company" in this report
mean Spanish Broadcasting System, Inc., a Delaware corporation, and all entities
owned or controlled by Spanish Broadcasting System, Inc. and, if prior to 1994,
refer to our predecessor parent company Spanish Broadcasting System, Inc., a New
Jersey corporation. Our executive offices are located at 2601 South Bayshore
Drive, Coconut Grove, Florida 33133, and our telephone number is (305) 441-6901.
SBS, founded in 1983 and incorporated in the State of Delaware in 1994, is
the second largest Spanish-language radio broadcasting company in the United
States. We currently own and operate 23 FM radio stations and one AM radio
station. We operate an additional AM radio station under a time brokerage
agreement. All 25 of our stations are located in eight of the largest Hispanic
markets in the United States, including Los Angeles, Puerto Rico, New York,
Miami, San Francisco, Chicago, San Antonio and Dallas. Our radio stations reach
over 61% of the U.S. Hispanic population. Our WSKQ-FM station in New York is
ranked in the Summer 2000 Arbitron(R) ratings as the number one station in its
target demographic group (Hispanic men and women ages 18-49).
Our strategy is to maximize the profitability of our radio station
portfolio and to expand in our existing markets and into additional markets that
have a significant Hispanic population. We believe that the favorable
demographics of the U.S. Hispanic population and the rapid increase in
advertising targeting Hispanics provide us with significant opportunities for
growth. We also believe that we have competitive advantages in the radio
industry due to our focus on formats targeting U.S. Hispanic audiences and our
skill in programming and marketing to these audiences.
Our Internet strategy is designed to complement our existing business and
to enable us to capitalize on our U.S. Hispanic market expertise. In 1999 we
purchased 80% of the issued and outstanding capital stock of JuJu Media, Inc.,
the owner of LaMusica.com, a bilingual Spanish-English Internet Web site and
on-line community that focuses on the U.S. Hispanic market. LaMusica.com is a
provider of original information and interactive content related to Latin music,
entertainment, news and culture. LaMusica.com provides our advertisers with an
additional means of reaching the U.S. Hispanic consumer markets and is a growing
revenue source for us.
SBS is led by Mr. Raul Alarcon, Jr., who became our Chairman of the Board
of Directors when we completed our initial public offering on November 2, 1999
and has been Chief Executive Officer since June 1994, and President and a
director since October 1985. The Alarcon family has been involved in
Spanish-language radio broadcasting since the 1950's, when Mr. Raul Alarcon,
Sr., our Chairman Emeritus and a member of our board of directors, established
his first radio station in Camaguey, Cuba. Members of our senior management
team, on average, have over 15 years of experience in Spanish-language media and
radio broadcasting.
BUSINESS STRATEGY
We focus on maximizing the profitability of our radio station portfolio by
strengthening the performance of our existing radio stations and making
additional strategic station acquisitions in both our existing markets and in
new markets that have a significant Hispanic population. In addition, we have
implemented an Internet strategy in order to develop new revenue sources.
OPERATING STRATEGY
Our operating strategy focuses on maximizing our radio stations' appeal to
our audience and our advertisers while minimizing operating expenses in order to
increase revenue and cash flow. To achieve these goals, we focus on:
Providing High-Quality Spanish-Language Programming. We format the
programming of each of our stations to capture a significant share of the
Spanish-language audience. We use market research, including
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third party consultants and periodic music testing, to assess listener
preferences in each station's target demographic audience. We then refine our
programming to reflect the results of this research and testing. Because the
U.S. Hispanic population is so diverse, consisting of numerous identifiable
groups from many different countries of origin each with its own cultural and
musical heritage, we strive to make ourselves intimately familiar with the
musical tastes and the preferences of each of the various Hispanic ethnic groups
and we customize our programming accordingly.
Retaining Strong Local Management Teams. We employ local management teams
in each of our markets who are responsible for the day-to-day operations of our
radio stations. Our key local managers generally consist of a general station
manager, general sales manager and programming director. Stations are staffed
with managers who have experience and knowledge of the local radio market and
the local Hispanic market. Because of the cultural diversity of the Hispanic
population from region to region in the United States, most decisions regarding
day-to-day programming, sales and promotional efforts are made by local
managers. We believe this approach improves our flexibility and responsiveness
to changing conditions in each of the markets we serve.
Utilizing Aggressive Sales Efforts. Our sales force focuses on converting
audience share into advertising revenue. In order to encourage an aggressive and
focused sales force, we have developed compensation structures tied to
advertising revenue. We seek to maximize our sales to national advertisers
because national advertising generally commands a higher rate per advertising
spot than does local advertising. We have attracted key sales executives from
general market radio who have applied their expertise and relationships with the
advertising community to increase our share of advertising from leading general
market advertisers. We believe that our focused sales efforts are working to
increase media spending targeted at the U.S. Hispanic consumer market and will
enable us to continue to achieve significant revenue growth, and to narrow the
gap between the level of advertising currently targeted at U.S. Hispanics and
the potential buying power of the U.S. Hispanic population.
Controlling Operating Costs. By employing a disciplined approach to
operating our radio stations, we have been able to achieve operating margins
which we believe are among the highest in the radio broadcast industry. We
emphasize control of each station's operating costs through detailed budgeting,
tight control over staffing levels and frequent expense analysis. While local
management is responsible for the day-to-day operation of each station,
corporate management is responsible for long-range and strategic planning,
establishing policies and procedures, maximizing cost savings where centralized
activity is appropriate, allocating resources and maintaining overall control of
the stations.
Making Effective Use of Promotions and Special Events. We believe that
effective promotional efforts play a significant role in both adding new
listeners and increasing listener loyalty. Our promotional and marketing
campaigns focus on increasing Hispanic consumer awareness of advertisers'
products and services. Our goal is to use our expertise at marketing to the
Hispanic consumer in each of the markets in which we own and operate stations,
thereby attracting a large share of advertising revenue. We have organized
special promotional appearances, such as station van appearances at client
events, concerts and tie-ins to major events which form an important part of our
marketing strategy. Many of these events build advertiser loyalty because they
enable us to offer advertisers an additional means of reaching the Hispanic
consumer. In many instances, these events are co-sponsored by local television
and newspapers, allowing our advertisers to reach a larger combined audience.
Maintaining Strong Community Involvement. We have historically been, and
will continue to be, actively involved within the local communities that we
serve. Our radio stations participate in numerous community programs,
fund-raisers and activities benefitting the local community and Hispanics
abroad. Other examples of our community involvement include free public service
announcements, free equal-opportunity employment announcements, tours and
discussions held by radio station personalities with school and community groups
designed to limit drug and gang involvement, free concerts and events designed
to promote family values within the local Hispanic communities, and extended
coverage, when necessary, of significant events which have an impact on the U.S.
Hispanic population. Our stations and members of our management have received
numerous community service awards and acknowledgments from government entities
and
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community and philanthropic organizations for their service to the community. We
believe that this involvement helps to build and maintain station awareness and
listener loyalty.
ACQUISITION STRATEGY
Our acquisition strategy is to acquire radio stations in the largest U.S.
Hispanic markets. We consider acquisitions of stations in our existing markets,
as well as acquisitions of stations in other markets with a large Hispanic
population, where we can maximize our revenues through aggressive sales to U.S.
Hispanic and general market advertisers. These acquisitions may include stations
which do not currently target the U.S. Hispanic market, but which we believe can
be successfully reformatted.
In analyzing potential radio station acquisition candidates, we consider
many factors including:
- the size of the Hispanic market;
- anticipated growth, demographics, and other characteristics of the
market;
- the nature and number of competitive stations in the market;
- the nature of other media competition in the station's market;
- the probability of achieving operating synergies through multiple station
ownership within the target market;
- the existing or potential quality of the broadcast signal and
transmission facility;
- the station's ratings, revenue and operating cash flow; and
- the price and terms of the purchase.
We cannot, however, be assured that our acquisition strategy will be
successful. Our acquisition strategy is subject to a number of risks, including,
but not limited to: stations acquired by us may not increase our broadcast cash
flow or yield other anticipated benefits; required regulatory approvals may
result in unanticipated delays in completing acquisitions; we may have
difficulty managing our rapid growth; and we may be required to raise additional
financing in order to finance such acquisitions while our ability to do so is
limited by the terms of our debt instruments.
INTERNET STRATEGY
Our Internet strategy is designed to complement our existing business and
to enable us to capitalize on our U.S. Hispanic market expertise. The core of
our strategy is LaMusica.com, an Internet Web site and on-line community focused
on the U.S. Hispanic market. This Web site offers some of our radio stations'
broadcasts through the use of audio streaming technology and provides our
advertisers with a complementary means of reaching their target audience.
TOP 10 HISPANIC RADIO MARKETS IN THE UNITED STATES
The table below indicates the top 10 Hispanic radio markets in the United
States, including Puerto Rico. We currently own and operate radio stations in
Los Angeles, Puerto Rico, New York, Miami, San Francisco, Chicago, San Antonio
and Dallas. Population estimates are for 2000 and are based upon statistics
provided by the Strategy Research Corporation -- 2000 U.S. Hispanic Market
Report and the Strategy Research Corporation -- 2000 U.S. Latin America Market
Report.
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% HISPANIC OF
TOTAL % OF TOTAL
HISPANIC HISPANIC POPULATION IN U.S. HISPANIC
RANK MARKET POPULATION THE MARKET POPULATION
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(000)
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1. Los Angeles.................................. 6,928.5 40.6% 18.3%
2. Puerto Rico.................................. 3,884.4 99.6 10.3
3. New York..................................... 3,776.2 18.5 10.0
4. Miami........................................ 1,522.1 38.8 4.0
5. San Francisco/San Jose....................... 1,423.9 20.1 3.8
6. Chicago...................................... 1,354.0 14.2 3.6
7. Houston...................................... 1,312.8 25.3 3.5
8. San Antonio.................................. 1,167.9 55.0 3.1
9. Dallas/Ft. Worth............................. 927.8 15.7 2.5
10. McAllen/Brownsville (Texas).................. 874.1 89.5 2.3
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Top 10 Hispanic Markets...................... 23,171.7 32.7% 61.3%
======== ==== ====
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PROGRAMMING
We format the programming of each of our stations to capture a substantial
share of the U.S. Hispanic audience. The U.S. Hispanic population is diverse,
consisting of numerous identifiable groups from many different countries of
origin, each with its own musical and cultural heritage. The music, culture,
customs and Spanish dialects vary from one radio market to another. We strive to
be very familiar with the musical tastes and preferences of each of the various
Hispanic ethnic groups and customize our programming to match the local
preferences of our target demographic audience in each market we serve. We have
an in-house research department in Miami of 14 employees who conduct extensive
radio market research on a daily, weekly, monthly and annual basis. By employing
listener study groups and telephone surveys modeled after Arbitron(R) written
survey methodology, but with even larger sample sizes than Arbitron(R), we are
able to assess listener preferences, track trends and gauge our success on a
daily basis, well before Arbitron(R) quarterly results are published. In this
manner, we can respond immediately to changing listener preferences and trends
by refining our programming to reflect the results of our research and testing.
Each of our programming formats is described below.
- Spanish Tropical. The Spanish Tropical format primarily consists of
salsa, merengue and cumbia music. Salsa is dance music combining Latin
Caribbean rhythms with jazz originating from Puerto Rico, Cuba and the
Dominican Republic, which is popular with Hispanics living in New York
and Miami. Merengue music is up-tempo dance music originating from the
Dominican Republic. Cumbia is a festive, folkloric music which originated
in Colombia.
- Regional Mexican. The Regional Mexican format consists of various types
of music played in different regions of Mexico such as ranchera, nortena,
banda and cumbia. Ranchera music, originating from Jalisco, Mexico, is a
traditional folkloric sound commonly referred to as mariachi music.
Mariachi music features acoustical instruments and is considered the
music indigenous to Mexicans who live in country towns. Nortena means
northern, and is representative of Northern Mexico. Featuring an
accordion, nortena has a polka sound with a distinct Mexican flavor.
Banda is a regional format from the state of Sinaloa, Mexico and is
popular in California. Banda resembles up-tempo marching band music with
synthesizers.
- Tejano. The Tejano format consists of music based on Mexican themes but
which originated in Texas. Tejano music is a combination of contemporary
rock, ranchera and country music, the lyrics of which are primarily sung
in Spanish.
- Spanish Adult Contemporary. The Spanish Adult Contemporary format
includes pop, Latin rock, and ballads. This format is similar to English
Adult Contemporary featured on contemporary hit radio stations.
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- American Contemporary Hits. American Contemporary Hit Records format
consists of popular music released within the last year. This format also
tends to play a variety of music styles including Rock/Pop/Dance or
R&B/Rap/Dance and is mostly rhythmic in nature.
- American 80's Hits. The American 80's Hits format consists of the top
American chart hits from the 1980's charts.
- Spanish Adult Top 40. The Spanish Adult Top 40 format consists of a
variety of Latin hit songs from the 1980's and 1990's.
- Spanish Oldies. The Spanish Oldies format includes a variety of Latin
music mainly from the 1950's, 1960's and 1970's.
- Dance. The Dance format consists of upbeat dance and house rhythms,
mainly from the 1980's and 1990's, that are played in dance clubs,
including English-language music.
The programming formats of our radio stations and the target demographic of
each station are as follows:
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TARGET
DEMOGRAPHIC
MARKET STATION FORMAT (BY AGE)
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Los Angeles KLAX-FM Regional Mexican 18-49
KMJR-FM Spanish Adult Contemporary 25-54
KNJR-FM Spanish Adult Contemporary 25-54
Puerto Rico WMEG-FM American Contemporary Hits 18-34
WEGM-FM American Contemporary Hits 18-34
WCMA-FM American 80's Hits 18-49
WIOA-FM Spanish Adult Contemporary 18-49 (Women)
WIOB-FM Spanish Adult Contemporary 18-49 (Women)
WIOC-FM Spanish Adult Contemporary 18-49 (Women)
WZNT-FM Salsa 18-49 (Men)
WCTA-FM Salsa 18-49 (Men)
WZMT-FM Salsa 18-49 (Men)
WCOM-FM American Contemporary Hits 18-24
WOYE-FM American Contemporary Hits 18-24
New York WSKQ-FM Spanish Tropical 18-49
WPAT-FM Spanish Adult Contemporary 25-54
Miami WXDJ-FM Spanish Tropical 18-34
WCMQ-FM Spanish Oldies 35-54
WRMA-FM Spanish Adult Contemporary 25-54
San Francisco KXJO-FM Regional Mexican 18-34
Chicago WLEY-FM Regional Mexican 18-34
San Antonio KLEY-FM Regional Mexican 18-49
KSAH-AM Regional Mexican 18-49
Dallas KTCY-FM Regional Mexican 18-34
KXEB-AM Time Brokerage Agreement None
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RADIO STATION PORTFOLIO
The following is a general description of each of our markets.
LOS ANGELES
The Los Angeles market is the largest radio market in terms of advertising
revenues which are projected to be $851.0 million in 2000. In 2000, the Los
Angeles market had the largest U.S. Hispanic population, with approximately 6.9
million Hispanics, which is approximately 40.6% of the Los Angeles market's
total population. Los Angeles experienced annual radio revenue growth of 8.3%
between 1993 and 1998, and radio revenue in Los Angeles is expected to continue
growing at an annual rate of 9.2% between 1999 and 2003.
PUERTO RICO
The Puerto Rico market is the twenty-seventh largest radio market in terms
of advertising revenues which are projected to be $115.8 million in 1999. In
2000, the Puerto Rico market had the second largest U.S. Hispanic population,
with approximately 3.9 million Hispanics, which we believe is approximately
99.6% of the Puerto Rico market's total population. Puerto Rico experienced
annual radio revenue growth of 5.4% between 1992 and 1998, and radio revenue in
Puerto Rico is expected to continue growing at an annual rate of 5.7% between
1999 and 2002.
NEW YORK
The New York market is the second largest radio market in terms of
advertising revenues, which are projected to be $816.4 million in 2000. In 2000,
the New York market had the third largest U.S. Hispanic population, with
approximately 3.8 million Hispanics, which is approximately 18.5% of the New
York market's total population. We believe that we own the strongest franchise
in terms of audience share and number of Spanish-language radio stations in the
New York market, with two of the three FM Spanish-language radio stations. New
York experienced annual radio revenue growth of 10.8% between 1993 and 1998, and
radio revenue in New York is expected to continue growing at an annual rate of
10.0% between 1999 and 2003.
MIAMI
The Miami market is the eleventh largest radio market in terms of
advertising revenues which are projected to be $277.6 million in 2000. In 2000,
the Miami market had the fourth largest U.S. Hispanic population, with
approximately 1.5 million Hispanics, which is approximately 38.8% of the Miami
market's total population. Miami experienced annual radio revenue growth of
12.4% between 1993 and 1998, and radio revenue in Miami is expected to continue
growing at an annual rate of 9.5% between 1999 and 2003.
SAN FRANCISCO
The San Francisco market is the fourth largest radio market in terms of
advertising revenues which are projected to be $547 million in 2000. In 2000,
the San Francisco market had the fifth largest U.S. Hispanic population, with
approximately 1.4 million Hispanics, which is approximately 20.1% of the San
Francisco market's total population. San Francisco experienced annual radio
revenue growth of 12.0% between 1993 and 1998, and radio revenue in San
Francisco is expected to continue growing at an annual rate of 19.8% between
1999 and 2003.
CHICAGO
The Chicago market is the third largest radio market in terms of
advertising revenues which are projected to be $633.2 million in 2000. In 2000,
the Chicago market had the sixth largest U.S. Hispanic population, with
approximately 1.4 million Hispanics, which is approximately 14.2% of the Chicago
market's total population. We believe that we own the strongest franchise in the
Chicago market with the number one ranked FM Spanish-language radio station.
Chicago experienced annual radio revenue growth of 9.3% between 1993 and 1998,
and radio revenue in Chicago is expected to continue growing at an annual rate
of 11.7% between 1999 and 2003.
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SAN ANTONIO
The San Antonio market is the thirty-third largest radio market in terms of
advertising revenues which are projected to be $83.4 million in 2000. In 2000,
San Antonio had the eighth largest U.S. Hispanic population, with approximately
1.2 million Hispanics, which is approximately 55% of the San Antonio market's
total population. San Antonio experienced annual radio revenue growth of 8.3%
between 1993 and 1998, and radio revenue in San Antonio is expected to continue
growing at an annual rate of 4.5% between 1999 and 2003.
DALLAS
The Dallas market is the fifth largest radio market in terms of advertising
revenues which are projected to be $381.8 million in 2000. In 2000, the Dallas
market had the ninth largest U.S. Hispanic population, with approximately
927,000 Hispanics, which is approximately 15.7% of the Dallas market's total
population. Dallas experienced annual radio revenue growth of 11.3% between 1993
and 1998, and radio revenue in Dallas is expected to continue growing at an
annual rate of 10.7% between 1999 and 2003.
LATIN MUSIC ON-LINE ("LAMUSICA.COM")
LaMusica.com is a bilingual Spanish-English Internet Web site and on-line
community that focuses on the U.S. Hispanic market. LaMusica.com is a provider
of original information and interactive content related to Latin music,
entertainment, news and culture. We believe that LaMusica.com, together with our
radio station portfolio, enables our audience to enjoy additional targeted and
culturally-specific entertainment options, such as concert listings, CD reviews,
local entertainment calendars, and interactive content on popular Latin
recording artists and musicians. Similarly, LaMusica.com enables our advertisers
to cost-effectively reach their targeted Hispanic consumer through an
additional, dynamic and rapidly growing medium.
LaMusica.com has links to the Web sites for some of our radio stations.
This network of Web sites permits our target audiences to listen to streaming
audio of live radio broadcasts from our radio stations from anywhere in the
United States and the world. In addition to our network of station Web sites and
our production of original interactive content relating to Latin music and
entertainment, we offer enhanced community features on LaMusica.com such as
branded e-mail, bulletin boards, fan clubs, chat rooms, personals and
horoscopes.
LaMusica.com and our network of station Web sites generate revenues
primarily from two distinct sources: (1) advertising and sponsorship and (2)
electronic commerce opportunities, such as on-line music sales. We use our
stations' on-air marketing power to draw visitors to LaMusica.com. We continue
to conduct a nationwide advertising campaign on our radio stations in order to
increase audience awareness of LaMusica.com. We utilize our strong relationships
with advertisers and the music industry to develop banner advertising and
sponsorships. In May 2000, we signed a two-year three-way agreement with
LaMusica.com and America Online (AOL), whereby AOL provides LaMusica.com with a
co-branded Web site, with a guaranteed minimum number of impressions over a two
year period. We believe we can use these impressions to increase revenues. Under
the agreement, AOL also provides a programming plan enabling LaMusica.com to
create rich content for several AOL brands.
MANAGEMENT AND PERSONNEL
As of December 20, 2000, we had 568 full-time employees, 14 of whom were
primarily involved in senior management, 249 in programming, 177 in sales, 112
in general administration and 16 in technical activities.
To facilitate efficient management from our Coconut Grove, Florida
headquarters, we access and utilize computerized accounting systems, including
our recently purchased Oracle software, from our stations to provide timely
information to management on station operations and to assist in cost control
and the preparation of monthly financial statements. Corporate executives
regularly visit each station to monitor its operations and ensure that our
policies are properly followed.
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Our business depends upon the efforts, abilities and expertise of our
executive officers and other key employees, including Raul Alarcon, Jr., our
Chairman of the Board of Directors, President and Chief Executive Officer. The
loss of any of these officers and key employees could have a material adverse
effect on our business. We do not maintain key man life insurance on any of our
personnel.
SEASONALITY
Seasonal net broadcasting revenue fluctuations are common in the radio
broadcasting industry and are due primarily to fluctuations in advertising
expenditures by local and national advertisers. Our second fiscal quarter
(January through March) generally produces the lowest net broadcasting revenue
for the year because of normal post-holiday decreases in advertising
expenditures.
ADVERTISING
Virtually all radio station revenue is derived from advertising. This
revenue is usually classified in one of two categories -- "national" or "local."
"National" generally refers to advertising that is solicited by a national
representative firm that represents the station and is paid commissions based on
collected net revenues. Our national sales representative is Caballero Spanish
Media, LLC, a division of Interep National Radio Sales, Inc. "Local" refers to
advertising purchased by advertisers and agencies in the local community served
by a particular station.
We believe that radio is one of the most efficient and cost-effective means
for advertisers to reach targeted demographic groups. Advertising rates charged
by a radio station are based primarily on the station's ability to attract
listeners in a given market and on the attractiveness to advertisers of the
station's listener demographics. Rates vary depending upon a program's
popularity among the listeners an advertiser is seeking to attract, the number
of advertisers vying for available air time and the availability of alternative
media in the market. Radio advertising rates generally are highest during the
morning and afternoon drive-time hours which are the peak hours for radio
audience listening. We believe that having multiple stations in a market is
attractive to national advertisers, enabling the broadcaster to command higher
advertising rates. We believe that we will be able to increase our rates as new
and existing advertisers recognize the increasing desirability of targeting the
growing Hispanic population in the United States.
Each station broadcasts a predetermined number of advertisements each hour
with the actual number depending upon the format of a particular station. We
determine the number of advertisements broadcast hourly that can maximize the
station's available revenue dollars without jeopardizing its audience listener
levels. While there may be shifts from time to time in the number of
advertisements broadcast during a particular time of the day, the total number
of advertisements broadcast on a particular station generally does not vary
significantly from year to year.
As is customary in the radio industry, the majority of our advertising
contracts are short-term, generally running for less than three months. We have
long-term relationships with some of our advertisers. In each of our
broadcasting markets, we employ salespeople to obtain local advertising
revenues. We believe that our local sales force is crucial to maintaining
relationships with key local advertisers and agencies and identifying new
advertisers. We generally pay sales commissions to our local sales staff upon
the receipt from advertisers of the payments related to these sales. We offer
assistance to local advertisers by providing them with studio facilities to
produce commercials free of charge.
COMPETITION
The success of each of our stations depends significantly upon its audience
ratings and its share of the overall advertising revenue within its market. The
radio broadcasting industry is a highly competitive business. Each of our radio
stations competes with both Spanish-language and English-language radio stations
in its market as well as with other advertising media such as newspapers,
broadcast television, cable television, the Internet, magazines, outdoor
advertising, transit advertising and direct mail marketing. Several of the
stations with which we compete are subsidiaries of large national or regional
companies that have substantially greater resources than we do. Factors which
are material to competitive position include management experience, the
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station's rank in its market, signal strength and frequency, and audience
demographics, including the nature of the Spanish-language market targeted by a
particular station.
Although the radio broadcasting industry is highly competitive, some
barriers to entry exist. These barriers can be mitigated to some extent by
changing existing radio station formats and upgrading power, among other
actions. The operation of a radio station requires a license or other
authorization from the FCC, and the number of radio stations that can operate in
a given market is limited by the availability of FM and AM radio frequencies
allotted by the FCC to communities in that market. In addition, the FCC's
multiple ownership rules regulate the number of stations that may be owned and
controlled by a single entity in a given market. However, in recent years, these
rules have changed significantly. For a discussion of FCC regulation, see
"Federal Regulation of Radio Broadcasting."
The radio industry is also subject to competition from new media
technologies that are being developed or introduced, such as the delivery of
audio programming by cable television systems, by satellite and by terrestrial
delivery of digital audio broadcasting (known as "DAB"). DAB may deliver to
nationwide and regional audiences, multi-channel, multi-format, digital radio
services with sound quality equivalent to that of compact discs. The FCC has
authorized spectrum for the use of a new technology, satellite digital audio
radio services (known as "SDARS"), to deliver audio programming. SDARS may
provide a medium for the delivery by satellite of multiple new audio programming
formats to local and national audiences. It is not known at this time whether
digital technology also may be used in the future by existing radio broadcast
stations either on existing or alternate broadcasting frequencies. The FCC also
has begun accepting applications for a new "low power" radio or
"microbroadcasting" service which could open up opportunities for low cost
neighborhood service on frequencies which would not interfere with existing
stations. No FCC action has been taken on these applications to date.
The delivery of information through the presently unregulated Internet also
could create a new form of competition. The radio broadcasting industry
historically has grown despite the introduction of new technologies for the
delivery of entertainment and information, such as television broadcasting,
cable television, audio tapes and compact discs. A growing population and the
greater availability of radios, particularly car and portable radios, have
contributed to this growth. We cannot assure you, however, that the development
or introduction in the future of any new media technology will not have an
adverse effect on the radio broadcasting industry.
We cannot predict what other matters might be considered in the future by
the FCC, nor can we assess in advance what impact, if any, the implementation of
any of these proposals or changes might have on our business. See "Federal
Regulation of Radio Broadcasting."
ANTITRUST
An important part of our growth strategy is the acquisition of additional
radio stations. Since the passage of the Telecommunications Act of 1996, the
Justice Department has become more aggressive in reviewing proposed acquisitions
of radio stations and radio station networks. The Justice Department is
particularly aggressive when the proposed buyer already owns one or more radio
stations in the market of the station it is seeking to buy. Recently, the
Justice Department has challenged a number of radio broadcasting transactions.
Some of those challenges ultimately resulted in consent decrees requiring, among
other things, divestitures of certain stations. In general, the Justice
Department has more closely scrutinized radio broadcasting acquisitions that
result in local market shares in excess of 40% of radio advertising revenue.
Similarly, the FCC staff has announced new procedures to review proposed radio
broadcasting transactions even if the proposed acquisition otherwise complies
with the FCC's ownership limitations. In particular, the FCC may invite public
comment on proposed radio transactions that the FCC believes, based on its
initial analysis, may present ownership concentration concerns in a particular
local radio market.
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FEDERAL REGULATION OF RADIO BROADCASTING
The radio broadcasting industry is subject to extensive and changing
regulation by the FCC of programming, technical operations, employment and other
business practices. The FCC regulates radio broadcast stations pursuant to the
Communications Act. The Communications Act permits the operation of radio
broadcast stations only in accordance with a license issued by the FCC upon a
finding that the grant of a license would serve the public interest, convenience
and necessity. The Communications Act provides for the FCC to exercise its
licensing authority to provide a fair, efficient and equitable distribution of
broadcast service throughout the United States. Among other things, the FCC:
- assigns frequency bands for radio broadcasting;
- determines the particular frequencies, locations and operating power of
radio broadcast stations;
- issues, renews, revokes and modifies radio broadcast station licenses;
- establishes technical requirements for certain transmitting equipment
used by radio broadcast stations;
- adopts and implements regulations and policies that directly or
indirectly affect the ownership, operation, program content and
employment and business practices of radio broadcast stations; and
- has the power to impose penalties, including monetary forfeitures, for
violations of its rules and the Communications Act.
The Communications Act prohibits the assignment of an FCC license, or other
transfer of control of an FCC licensee, without the prior approval of the FCC.
In determining whether to approve assignments or transfers, and in determining
whether to grant or renew a radio broadcast license, the FCC considers a number
of factors pertaining to the licensee (and any proposed licensee), including
restrictions on foreign ownership, compliance with FCC media ownership limits
and other FCC rules, licensee character and compliance with the Anti-Drug Abuse
Act of 1988.
The following is a brief summary of certain provisions of the
Communications Act and specific FCC rules and policies. This summary does not
purport to be complete and is subject to the text of the Communications Act, the
FCC's rules and regulations, and the rulings of the FCC. You should refer to the
Communications Act and these FCC rules, regulations and rulings for further
information concerning the nature and extent of federal regulation of radio
broadcast stations.
A licensee's failure to observe the requirements of the Communications Act
or FCC rules and policies may result in the imposition of various sanctions,
including admonishment, fines, the grant of renewal terms of less than eight
years, the grant of a license with conditions or, for particularly egregious
violations, the denial of a license renewal application, the revocation of an
FCC license or the denial of FCC consent to acquire additional broadcast
properties.
Congress and the FCC have had under consideration, and may in the future
consider and adopt, new laws, regulations and policies regarding a wide variety
of matters that could, directly or indirectly, affect the operation, ownership
and profitability of SBS's radio stations, result in the loss of audience share
and advertising revenue for our radio broadcast stations or affect our ability
to acquire additional radio broadcast stations or finance these acquisitions.
Such matters may include:
- changes to the license authorization and renewal process;
- proposals to impose spectrum use or other fees on FCC licensees;
- auction of new broadcast licenses;
- changes to the FCC's equal employment opportunity regulations and other
matters relating to involvement of minorities and women in the
broadcasting industry;
- proposals to change rules relating to political broadcasting including
proposals to grant free air time to candidates, and other changes
regarding program content;
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- proposals to restrict or prohibit the advertising of beer, wine and other
alcoholic beverages;
- technical and frequency allocation matters;
- the implementation of digital audio broadcasting on both a satellite and
terrestrial basis;
- changes in broadcast cross-interest, multiple ownership, foreign
ownership, cross-ownership and ownership attribution policies;
- proposals to allow telephone companies to deliver audio and video
programming to homes in their service areas; and
- proposals to alter provisions of the tax laws affecting broadcast
operations and acquisitions.
We cannot predict what changes, if any, might be adopted, nor can we
predict what other matters might be considered in the future, nor can we judge
in advance what impact, if any, the implementation of any particular proposals
or changes might have on our business.
FCC LICENSES
The FCC licenses for the radio stations are or will be held by direct or
indirect wholly-owned subsidiaries of SBS.
The Communications Act provides that a broadcast station license may be
granted to any applicant if the public interest, convenience and necessity will
be served thereby, subject to certain limitations. In making licensing
determinations, the FCC considers an applicant's legal, technical, financial and
other qualifications. The FCC grants radio broadcast station licenses for
specific periods of time and, upon application, may renew them for additional
terms. Under the Communications Act, radio broadcast station licenses may be
granted for a maximum term of eight years.
Generally, the FCC renews radio broadcast licenses without a hearing upon a
finding that:
- the radio station has served the public interest, convenience and
necessity;
- there have been no serious violations by the licensee of the
Communications Act or FCC rules and regulations; and
- there have been no other violations by the licensee of the Communications
Act or FCC rules and regulations which, taken together, indicate a
pattern of abuse.
After considering these factors, the FCC may grant the license renewal
application with or without conditions, including renewal for a term less than
the maximum term otherwise permitted by law, or hold an evidentiary hearing.
In addition, the Communications Act authorizes the filing of petitions to
deny a license renewal application during specific periods of time after a
renewal application has been filed. Interested parties, including members of the
public, may use these petitions to raise issues concerning a renewal applicant's
qualifications. If a substantial and material question of fact concerning a
renewal application is raised by the FCC or other interested parties, or if for
any reason the FCC cannot determine that granting a renewal application would
serve the public interest, convenience and necessity, the FCC will hold an
evidentiary hearing on the application. If as a result of an evidentiary hearing
the FCC determines that the licensee has failed to meet the requirements
specified above and that no mitigating factors justify the imposition of a
lesser sanction, then the FCC may deny a license renewal application.
Historically, our licenses have been renewed without any conditions or sanctions
being imposed, but we cannot assure you that the licenses of each of our
stations will continue to be renewed or will continue to be renewed without
conditions or sanctions.
The FCC classifies each AM and FM radio station. An AM radio station
operates on either a clear channel, regional channel or local channel. A clear
channel is one on which AM radio stations are assigned to serve wide areas,
particularly at night.
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The minimum and maximum facilities requirements for an FM radio station are
determined by its class. Possible FM class designations depend upon the
geographic zone in which the transmitter of the FM radio station is located. In
general, commercial FM radio stations are classified as follows, in order of
increasing power and antenna height: Class A, B1, C3, B, C2, C1 or C radio
stations. The FCC recently has adopted rules to divide Class C stations into two
subclasses based on antenna height. Stations not meeting the minimum height
requirement within a three-year transition period would be downgraded
automatically to the new Class C0 category.
Ownership Matters. The Communications Act requires prior approval of the
FCC for the assignment of a broadcast license or the transfer of control of a
corporation or other entity holding a license. In determining whether to approve
an assignment of a radio broadcast license or a transfer of control of a
broadcast licensee, the FCC considers, among other things:
- the financial and legal qualifications of the prospective assignee or
transferee, including compliance with FCC restrictions on non-U.S.
citizen or entity ownership and control;
- compliance with FCC rules limiting the common ownership of attributable
interests in broadcast and newspaper properties;
- the history of compliance with FCC operating rules; and
- the character qualifications of the transferee or assignee and the
individuals or entities holding attributable interests in them.
Applications to the FCC for assignments and transfers are subject to petitions
in favor of denying the assignment or transfer by interested parties.
To obtain the FCC's prior consent to assign or transfer a broadcast
license, appropriate applications must be filed with the FCC. The application
must be placed on public notice for a period of 30 days during which petitions
to deny the application may be filed by interested parties, including members of
the public. Informal objections may be filed any time up until the FCC acts upon
the application. If the FCC grants an assignment or transfer application,
interested parties have 30 days from public notice of the grant to seek
reconsideration of that grant. The FCC usually has an additional ten days to set
aside such grant on its own motion. When ruling on an assignment or transfer
application, the FCC is prohibited from considering whether the public interest
might be served by an assignment or transfer to any party other than the
assignee or transferee specified in the application.
Under the Communications Act, a broadcast license may not be granted to or
held by any corporation that has more than 20% of its capital stock owned or
voted by non-U.S. citizens or entities or their representatives, by foreign
governments or their representatives, or by non-U.S. corporations. Furthermore,
the Communications Act provides that no FCC broadcast license may be granted to
or held by any corporation directly or indirectly controlled by any other
corporation of which more than 25% of its capital stock is owned of record or
voted by non-U.S. citizens or entities or their representatives, or foreign
governments or their representatives or by non-U.S. corporations, if the FCC
finds the public interest will be served by the refusal or revocation of such
license. These restrictions apply in modified form to other forms of business
organizations, including partnerships and limited liability companies. Thus, the
licenses for our stations could be revoked if more than 25% of our outstanding
capital stock is issued to or for the benefit of non-U.S. citizens.
The FCC generally applies its other broadcast ownership limits to
"attributable" interests held by an individual, corporation, partnership or
other association or entity, including limited liability companies. In the case
of a corporation holding broadcast licenses, the interests of officers,
directors and those who, directly or indirectly, have the right to vote five
percent or more of the stock of a licensee corporation are generally deemed
attributable interests, as are positions as an officer or director of a
corporate parent of a broadcasting licensee. The FCC treats all partnership
interests as attributable, except for those limited partnership interests that
under FCC policies are considered insulated from material involvement in the
management or operation of the media-related activities of the partnership. The
FCC currently treats limited liability companies like
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limited partnerships for purposes of attribution. Stock interests held by
insurance companies, mutual funds, bank trust departments and certain other
passive investors that hold stock for investment purposes only become
attributable with the ownership of ten percent or more of the voting stock of
the corporation holding broadcast licenses.
To assess whether a voting stock interest in a direct or an indirect parent
corporation of a broadcast licensee is attributable, the FCC uses a "multiplier"
analysis in which non-controlling voting stock interests are deemed
proportionally reduced at each non-controlling link in a multi-corporation
ownership chain. A time brokerage agreement with another radio station in the
same market creates an attributable interest in the brokered radio station as
well for purposes of the FCC's local radio station ownership rules, if the
agreement affects more than 15% of the brokered radio station's weekly broadcast
hours.
Debt instruments, non-voting stock, options and warrants for voting stock
that have not yet been exercised, insulated limited partnership interests where
the limited partner is not materially involved in the media-related activities
of the partnership, and minority voting stock interests in corporations where
there is a single holder of more than 50% of the outstanding voting stock whose
vote is sufficient to affirmatively direct the affairs of the corporation,
generally do not subject their holders to attribution. However, the FCC's rules
also specify other exceptions to these general principles for attribution. The
FCC is currently evaluating whether to:
- raise the benchmark for voting stock from five to ten percent;
- raise the benchmark for passive investors holding voting stock from ten
to twenty percent;
- continue the single 50% stockholder exception; and/or
- attribute non-voting stock or perhaps only when combined with other
rights such as voting shares or contractual relationships.
More recently, the FCC has solicited comment on proposed rules that would:
- treat an otherwise non-attributable ownership equity or debt interest in
a licensee as an attributable interest where the interest holder is a
program supplier or the owner of a broadcast station in the same market
and the equity and/or debt holding is greater than a specified benchmark;
and
- in some circumstances, treat the licensee of a broadcast station that
sells advertising time of another station in the same market pursuant to
a joint sales agreement as having an attributable interest in the station
whose advertising is being sold.
Communications Act and FCC rules generally restrict ownership, operation or
control of, or the common holding of attributable interests in:
- radio broadcast stations above certain limits servicing the same local
market;
- a radio broadcast station and a television broadcast station servicing
the same local market; and
- a radio broadcast station and a daily newspaper serving the same local
market.
These rules include specific signal contour overlap standards to determine
compliance, and the FCC defined market will not necessarily be the same market
used by Arbitron(R) or other surveys, or for purposes of the HSR Act. Under
these "cross-ownership" rules, we, absent waivers, would not be permitted to own
a radio broadcast station and acquire an attributable interest in any daily
newspaper or television broadcast station, other than a low-powered television
station, in the same market where we then owned any radio broadcast station. Our
stockholders, officers or directors, absent a waiver, may not hold an
attributable interest in a daily newspaper or television broadcast station in
those same markets.
The FCC is currently reviewing the ban on common ownership of a radio
station and a daily newspaper in the same market. The FCC's rules provide for
the liberal grant of a waiver of the rule prohibiting common ownership of radio
and television stations in the same geographic market in the top 25 television
markets if specific conditions are satisfied, and the FCC will consider waivers
in other markets under more restrictive
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standards. The FCC is reviewing its ban on the common ownership of a radio
station and a television station or newspaper including extending the policy of
liberal waivers of common ownership of radio and television stations to the top
50 television markets.
Although current FCC nationwide radio broadcast ownership rules allow one
entity to own, control or hold attributable interests in an unlimited number of
FM radio stations and AM radio stations nationwide, the Communications Act and
the FCC's rules limit the number of radio broadcast stations in local markets in
which a single entity may own an attributable interest as follows:
- In a radio market with 45 or more commercial radio stations, a party may
own, operate or control up to eight commercial radio stations, not more
than five of which are in the same service (AM or FM).
- In a radio market with between 30 and 44 (inclusive) commercial radio
stations, a party may own, operate or control up to seven commercial
radio stations, not more than four of which are in the same service (AM
or FM).
- In a radio market with between 15 and 29 (inclusive) commercial radio
stations, a party may own, operate or control up to six commercial radio
stations, not more than four of which are in the same service (AM or FM).
- In a radio market with 14 or fewer commercial radio stations, a party may
own, operate or control up to five commercial radio stations, not more
than three of which are in the same service (AM or FM), except that a
party may not own, operate, or control more than 50 percent of the radio
stations in such market.
Because of these multiple and cross-ownership rules, if a stockholder,
officer or director of SBS holds an attributable interest in SBS, such
stockholder, officer or director may violate the FCC's rules if such person or
entity also holds or acquires an attributable interest in other television
stations, radio stations or daily newspapers, depending on their number and
location. If an attributable stockholder, officer or director of SBS violates
any of these ownership rules, we may be unable to obtain from the FCC one or
more authorizations needed to conduct our radio station business and may be
unable to obtain FCC consents for future acquisitions. As long as one person or
entity holds more than 50% of the voting power of the common stock of SBS where
the vote of such person or entity is sufficient to affirmatively direct the
affairs of SBS, another stockholder, unless serving as an officer and/or
director, generally would not hold an attributable interest in SBS. However, as
described above, the FCC is currently evaluating whether to continue the
exception for a single majority stockholder of more than 50% of a licensee's
voting stock. As of December 19, 2000, Raul Alarcon, Jr. held more than 50% of
the total voting power of our common stock.
Under its cross-interest policy, the FCC considers meaningful relationships
among competing media outlets that serve substantially the same area, even if
the ownership rules do not specifically prohibit the relationship. Under this
policy, the FCC may consider whether to prohibit one party from holding an
attributable interest and a substantial non-attributable interest (including
non-voting stock, limited partnership and limited liability company interests)
in a media outlet in the same market, or from entering into a joint venture or
having common key employees with competitors. The cross-interest policy does not
necessarily prohibit all of these interests, but requires that the FCC consider
whether, in a particular market, the meaningful relationships between
competitors could have a significant adverse effect upon economic competition
and program diversity. In a rule making proceeding concerning the attribution
rules, the FCC has sought comment on, among other things, (1) whether the
cross-interest policy should be applied only in smaller markets, and (2) whether
non-equity financial relationships, such as debt, when combined with multiple
business relationships, such as local marketing agreements or joint sales
arrangements, raise concerns under the cross-interest policy.
Programming and Operations. The Communications Act requires broadcasters
to serve the public interest. A broadcast licensee is required to present
programming in response to community problems, needs and interests and to
maintain certain records demonstrating its responsiveness. The FCC will consider
complaints from listeners about a broadcast station's programming when it
evaluates the licensee's renewal application, but listeners' complaints also may
be filed and considered at any time. Stations also must pay
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regulatory and application fees, and follow various FCC rules that regulate,
among other things, political advertising, the broadcast of obscene or indecent
programming, sponsorship identification, the broadcast of contests and lotteries
and technical operation.
The FCC requires that licensees not discriminate in hiring practices,
develop and implement programs designed to promote equal employment
opportunities and submit reports to the FCC on these matters annually and in
connection with each license renewal application.
The FCC rules also prohibit a broadcast licensee from simulcasting more
than 25% of its programming on another radio station in the same broadcast
service (that is, AM/AM or FM/FM). The simulcasting restriction applies if the
licensee owns both radio broadcast stations or owns one and programs the other
through a local marketing agreement, provided that the contours of the radio
stations overlap in a certain manner.
Local Marketing Agreements. Often radio stations enter into LMAs or time
brokerage agreements. These agreements take various forms. Separately owned and
licensed radio stations may agree to function cooperatively in programming,
advertising sales and other matters, subject to compliance with the antitrust
laws and the FCC's rules and policies, including the requirement that the
licensee of each radio station maintain independent control over the programming
and other operations of its own radio station.
Joint Sales Agreements. Over the past few years, a number of radio
stations have entered into cooperative arrangements commonly known as joint
sales agreements or JSAs. The FCC has determined that issues of joint
advertising sales should be left to enforcement by antitrust authorities, and
therefore does not generally regulate joint sales practices between stations.
Currently, stations for which another licensee sells time under a JSA are not
deemed by the FCC to be an attributable interest of that licensee. However, in
connection with its ongoing rulemaking proceedings concerning the attribution
rules, the FCC is considering whether JSAs should be considered attributable
interests or within the scope of the FCC's cross-interest policy, particularly
when JSAs contain provisions for the supply of programming services and/or other
elements typically associated with local marketing agreements.
RF Radiation. In 1985, the FCC adopted rules based on a 1982 American
National Standards Institute (ANSI) standard regarding human exposure to levels
of radio frequency (RF) radiation. These rules require applicants for renewal of
broadcast licenses or modification of existing licenses to inform the FCC at the
time of filing such applications whether an existing broadcast facility would
expose people to RF radiation in excess of certain limits. In 1992, ANSI adopted
a new standard for RF exposure that, in some respects, was more restrictive in
the amount of environmental RF exposure permitted. The FCC has since adopted
more restrictive radiation limits which became effective October 15, 1997, and
which are based in part on the revised ANSI standard.
Digital Audio Radio Service. The FCC has allocated spectrum to a new
technology, digital audio radio service (DARS), to deliver satellite-based audio
programming to a national or regional audience and issued regulations for a DARS
service in early 1997. The nationwide reach of satellite DARS could allow niche
programming aimed at diverse communities that SBS is targeting. The licensees
will be permitted to sell advertising and lease channels in these media. The
FCC's rules require that these licensees launch and begin operating at least one
space station by 2001 and be fully operational by 2003.
Low Power Radio Broadcast Service. The FCC recently adopted rules
establishing two classes of a low power radio service, both of which will
operate in the existing FM radio band: a primary class with a maximum operating
power of 100 watts and a secondary class with a maximum power of 10 watts. These
low power radio stations will have limited service areas of 3.5 miles and 1 to 2
miles, respectively. Implementation of a low power radio service or
microbroadcasting will provide an additional audio programming service that
could compete with SBS's radio stations for listeners, but we cannot predict the
effect upon SBS.
ENVIRONMENTAL MATTERS
In connection with our sale of WXLX-AM in 1997, we assigned the lease of
the transmitter for WXLX-AM in Lyndhurst, New Jersey, to the purchaser of the
station. The transmitter is located on a former
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landfill which ceased operations in the late 1960's. Although WXLX-AM has been
sold, we retain potential exposure to possible environmental liabilities
relating to the transmitter site. Because the lessee of the property is under a
long-term lease, we may become liable for costs associated with remediation of
the site. We are unable to assess the likelihood that any claim for remediation
of this site will arise, and no amounts have been accrued in the consolidated
financial statements relating to this contingent liability.
On September 28, 1999, we received notice from the purchaser of KXMG-AM, a
station located in Los Angeles that we sold in December 1997, that it would make
a claim against us for indemnification under the asset purchase agreement,
pursuant to which it purchased the station, for the removal of an underground
fuel storage tank. The notice did not specify the amount of the indemnification
claim. We do not have sufficient information to assess our potential exposure to
liability, and no amounts have been accrued in the consolidated financial
statements relating to this contingent liability.
RECENT DEVELOPMENTS
Initial Public Offering and Related Transactions. On November 2, 1999, we
closed our initial public offering of 25,055,510 shares of Class A Common Stock,
raising $389.4 million in net proceeds to SBS, including proceeds from the
exercise of the over-allotment option granted to the underwriters. Selling
shareholders who participated in the offering raised an aggregate of $80.4
million in net proceeds. The shares of Class A Common Stock were offered at an
initial offering price of $20.00 per share. Our shares began trading on the
Nasdaq National Market on October 28, 1999.
On November 2, 1999, we also closed our offering of $235.0 million of
9 5/8% Senior Subordinated Notes due 2009, raising $228.0 million in net
proceeds to SBS.
On September 30, 1999, we commenced tender offers and the solicitation of
consents to adopt amendments to the indentures governing our then outstanding
senior notes to eliminate substantially all of the restrictive covenants and
default provisions contained in the indentures, other than the covenants
relating to the payment of interest on the principal of the notes. On November
3, 1999, we accepted for payment consent solicitations and tender offers for two
series of our then outstanding senior notes totaling $176,559,000 in aggregate
principal amount. The first series, aggregate principal amount $101,559,000 of
outstanding 12 1/2% Senior Notes due 2002, was redeemed at $1,142.86 per each
validly tendered $1,000 12 1/2% Note. We received consents and tenders from
99.7% of our 12 1/2% Notes. As of December 20, 2000, there is an aggregate
principal amount of $100,000 of our 12 1/2% Notes that remains outstanding. The
second series, aggregate principal amount $75.0 million of outstanding 11%
Senior Notes due 2004, Series B was purchased by us at $1,108.04 per each
validly tendered $1,000 11% Note. We received consents and tenders from 100% of
the holders of our 11% Notes.
On November 2, 1999, we gave notice of redemption of all of our outstanding
14 1/4% Senior Exchangeable Preferred Stock at 105% of the liquidation
preference of each share at an aggregate cost to us of approximately $265.6
million. We completed the redemption on December 2, 1999.
Reclassification and Stock Split of Common Stock. On September 29, 1999,
we filed a third amended and restated certificate of incorporation to reclassify
all of our then outstanding shares of Class A Common Stock, par value $.01 per
share, into shares of Class B Common Stock, par value $.0001 per share and
effect a 50-to-1 stock split of the new shares of Class B Common Stock. Each
share of Class A Common Stock entitles its holder to one vote and each share of
Class B Common Stock entitles its holder to ten votes.
Purchase of Additional Puerto Rico Stations. On September 22, 1999,
Spanish Broadcasting System of Puerto Rico, Inc., a Delaware corporation and
wholly owned subsidiary of SBS, entered into a 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., WOQI, Inc. (the "Primedia Station
Group"). The Primedia Station Group owns and operates eight radio stations in
Puerto Rico: WIOA-FM, WIOB-FM, WIOC-FM, WCOM-FM, WZMT-FM, WZNT-FM, WOYE-FM, and
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<PAGE> 20
WCTA-FM. On January 14, 2000, we completed the purchase from AMFM of all of the
outstanding capital stock of the Primedia Station Group for total cash
consideration of $90.8 million (net of $1.0 million cash acquired), including a
$10.0 million deposit that was made on September 22, 1999 and closing costs of
$0.7 million. The acquisition was financed from cash on hand.
Sale of Florida Keys Stations. On February 2, 2000, SBS completed the sale
of WVMQ-FM in Key West, Florida and WZMQ-FM in Key Largo, Florida to South
Broadcasting System, Inc., a company owned by Mr. Pablo Raul Alarcon, Sr., our
Chairman Emeritus and a member of our board of directors, for total cash
consideration of $0.7 million.
Shelf Registration. On March 13, 2000, in fulfillment of our obligation
pursuant to registration rights agreements dated June 29, 1994 and March 15,
1997, respectively, we filed a registration statement on Form S-3 through which
certain selling stockholders are offering for sale from time to time up to an
aggregate of 7,387,750 shares of our Class A Common Stock, which shares were
originally issued to the selling stockholders as shares of Class B Common Stock
pursuant to 1994 and 1997 warrants. On May 8, 2000, the SEC declared the
registration statement on Form S-3 effective. The selling stockholders may sell
the shares of Class A Common Stock from time to time on the over-the-counter
market in regular brokerage transactions or in privately negotiated
transactions. We will not receive any portion of the proceeds from the sale of
these shares by the selling stockholders.
Senior Credit Facility. On July 6, 2000, we entered into a credit
agreement with Lehman Commercial Paper, Inc. as administrative agent and the
several banks and other financial institutions or entities from time to time a
party to the credit agreement. The senior credit facility includes a six year
$25.0 million revolving credit facility and $125.0 million multi-draw term loan
facility.
Purchase of Dallas, San Francisco, and Additional Los Angeles and San
Antonio Stations. On May 8, 2000, we entered into a stock purchase agreement
with Rodriguez Communications, Inc., a Delaware corporation ("RCI") and the
stockholders of RCI to acquire all of the outstanding capital stock of RCI which
owns and operates radio stations KMJR-FM (formerly KFOX-FM) and KNJR-FM
(formerly KREA-FM) serving the Los Angeles, California market, KXJO-FM serving
the San Francisco, California market and KSAH-AM serving the San Antonio, Texas
market. On May 8, 2000 we also entered into an asset purchase agreement with New
World Broadcasters Corp. ("New World"), a Texas corporation and an affiliate of
RCI, to acquire radio station KTCY-FM serving the Dallas, Texas market, and a
stock purchase agreement with New World and 910 Broadcasting Corp., a Texas
corporation and wholly-owned subsidiary of New World, to acquire all of the
outstanding capital stock of 910 Broadcasting Corp. which owns and operates
radio station KXEB-AM serving the Dallas, Texas market.
On November 10, 2000, we completed the purchase of all the outstanding
capital stock of RCI and the purchase of radio station KTCY-FM for total
consideration of $164.3 million, consisting of 4,441,545 shares of SBS Class A
Common Stock valued at $42.6 million and $121.7 million in cash. We financed the
purchase of all the outstanding capital stock of RCI and the purchase of radio
station KTCY-FM with previously unissued shares of our Class A Common Stock,
cash on hand and borrowings under our credit agreement dated July 6, 2000 with
Lehman Commercial Paper, Inc. as administrative agent, and the several banks and
other financial institutions or entities from time to time party to the credit
agreement. From May 8, 2000 to November 10, 2000, we operated radio station
KTCY-FM under a time brokerage agreement with New World. From May 23, 2000 to
November 10, 2000, we operated radio station KSAH-AM under a time brokerage
agreement with RCI. From July 6, 2000 to November 10, 2000, we operated radio
stations KMJR-FM and KNJR-FM under a time brokerage agreement with RCI. From
August 23, 2000 to November 10, 2000, we operated radio station KXJO-FM under a
time brokerage agreement with RCI.
We have not yet closed the purchase of all the outstanding capital stock of
910 Broadcasting Corp., the owner and operator of radio station KXEB-AM because
FCC approval is still pending for this transaction. We cannot assure you that
this acquisition will occur. We began operating radio station KXEB-AM on May 8,
2000 under a time brokerage agreement with New World and 910 Broadcasting Corp.,
which will continue until the closing of the purchase of all the outstanding
capital stock of 910 Broadcasting Corp.
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<PAGE> 21
Purchase of Additional Los Angeles Station. On November 2, 2000, we
entered into an asset purchase agreement with International Church of the Four
Square Gospel to purchase radio station KFSG-FM in Los Angeles, California at a
purchase price of $250,000,000. In connection with this acquisition, we made an
initial deposit of $5,000,000 toward the purchase price. The agreement contains
customary representations and warranties, and the closing of our acquisition is
subject to the satisfaction of certain customary conditions, including receipt
of regulatory approval from the FCC. The agreement may be terminated by us or by
the seller if the closing does not occur by December 31, 2001.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements, including statements under
the captions "Management's Discussion and Analysis of Financial Condition and
Results of Operations," "Business" and elsewhere in this report, concerning our
expectations of future sales; gross profits; research and development expenses;
selling, general and administrative expenses; product introductions and cash
requirements. Forward-looking statements often include words or phrases such as
"will likely result", "expect", "will continue", "anticipate", "estimate",
"intend", "plan", "project", "outlook" or similar expressions. The statements
are not guarantees of future performance and are subject to certain risks,
uncertainties and other factors, some of which are beyond our control, are
difficult to predict and could cause actual results to differ materially from
those expressed in the forward-looking statements. Factors which could cause
actual results to differ from expectations include those in the "Risk Factors"
section of our registration statement on Form S-1, as amended (Registration No.
333-85499) and our registration statement on Form S-3, as amended (Registration
No. 333-32240). We cannot assure you that our results of operations will not be
adversely affected by one or more of these factors. We caution you not to place
undue reliance on these forward-looking statements, which reflect our
management's view only as of the date of this report. We are not obligated to
update these statements or publicly release the results of any revisions to them
to reflect events or circumstances occurring after the date of this report or to
reflect the occurrence of unanticipated events.
CERTAIN CONSIDERATIONS
- Our substantial level of debt could limit our ability to grow and
compete.
- The terms of our debt restrict us from engaging in many activities and
require us to satisfy various financial tests.
- We have experienced net losses in the past and to the extent that we
experience losses in the future, our ability to raise capital and the
market prices of our securities could be adversely affected.
- A large portion of our net broadcast revenue and broadcast cash flow
comes from the New York and Miami markets.
- Loss of key personnel could adversely affect our business, including Raul
Alarcon, Jr., our Chairman of the Board of Directors, President and Chief
Executive Officer.
- We compete for advertising revenue with other radio groups as well as
television and other media, many operators of which have greater
resources than we do.
- Our growth depends on successfully executing our acquisition strategy. We
intend to grow by acquiring radio stations primarily in the largest U.S.
Hispanic markets. We cannot assure you that our acquisition strategy will
be successful.
- Raul Alarcon, Jr., Chairman of the Board of Directors, Chief Executive
Officer and President, has majority voting control.
- We must be able to respond to rapidly changing technology, services and
standards which characterize our industry in order to remain competitive.
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<PAGE> 22
- Our business depends on maintaining our FCC licenses. We cannot assure
you that we will be able to maintain these licenses.
- We may face regulatory review for additional acquisitions in our existing
markets and, potentially, new markets.
- A national or regional recession could impair our revenues.
- Future sales by existing stockholders could depress the market price of
our Class A Common Stock.
ITEM 2. PROPERTIES
As of December 1, 2000, we relocated our corporate headquarters to Coconut
Grove, Florida to a building owned by Mr. Alarcon, Jr. We entered into a ten
year lease with Irradio Holding Limited, a Florida partnership. See "Item 13.
Certain Relationships and Related Transactions." The types of properties
required to support each of our radio stations include offices, broadcasting
studios and antenna towers where broadcasting transmitters and antenna equipment
are located. We own the building housing the office and studios in New York for
WSKQ-FM and WPAT-FM, and in Los Angeles for KLAX-FM. Additionally, we own a
separate building in Los Angeles that we previously used as the office for our
Los Angeles operations. We own the auxiliary transmitter site for KSAH-AM in
Universal City, Texas and we lease all of our other transmitter sites, with
lease terms that expire between 2000 and 2035, assuming all renewal options are
exercised. We also own a tower site in Signal Hill, California where we lease
space to a public broadcast station and other members of the telecommunications
industry. The studios and offices of our Miami and South Florida stations are
currently located in leased facilities with lease terms that expire in 2012. See
"Item 13. Certain Relationships and Related Transactions." We lease the office
and studio facilities for our stations in Chicago, Dallas, Oakland, San Antonio
and Puerto Rico.
The transmitter sites for our stations are material to our overall
operations. Management believes that our properties are in good condition and
are suitable for our operations; however, we continually seek opportunities to
upgrade our properties. We own substantially all of the equipment used in our
radio broadcasting business. See "Item 1. Business -- Environmental Matters."
ITEM 3. LEGAL PROCEEDINGS
From time to time we are involved in litigation incidental to the conduct
of our business, such as contract matters and employee-related matters. We are
not currently a party to litigation which, in the opinion of management, is
likely to have a material adverse effect on our business. See "Item 1.
Business -- Environmental Matters."
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal year 2000.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our shares of Class A Common Stock were not registered under the Securities
Act of 1933 or the Securities Exchange Act of 1934, as amended, until October
27, 1999. The principal market upon which our Class A Common Stock is traded is
the Nasdaq National Market. Our shares of Class A Common Stock began trading on
the Nasdaq National Market on October 28, 1999. For the period from October 28,
1999 to December 26, 1999, the high and low bids for our Class A Common Stock
were $39.88 and $25.25, respectively. For the period from December 27, 1999 to
March 26, 2000, the high and low bids for our Class A Common Stock were $42.00
and $17.25, respectively. For the period from March 27, 2000 to June 25, 2000,
the high and low bids for our Class A Common Stock were $25.50 and $13.94,
respectively. For the period from June 26, 2000 to September 24, 2000, the high
and low bids for our Class A Common Stock were $22.50
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<PAGE> 23
and $8.63, respectively. As of December 20, 2000, there were approximately 6,500
holders of our Class A Common Stock, par value $.0001 per share.
There is no established trading market for our Class B Common Stock, par
value $.0001 per share. As of December 20, 2000, there were seven record holders
of our Class B Common Stock. This figure does not include an estimate of the
indeterminate number of beneficial holders whose shares may be held of record by
brokerage firms and clearing agencies.
DIVIDEND POLICY
We intend to retain future earnings for use in our business and do not
anticipate declaring or paying any cash or stock dividends on shares of our
common stock in the foreseeable future. In addition, any determination to
declare and pay dividends will be made by our board of directors in light of our
earnings, financial position, capital requirements and other factors that our
board of directors deems relevant. Furthermore, the indenture governing our
9 5/8% senior subordinated notes offering contains restrictions on our ability
to pay dividends. We previously declared and paid an extraordinary dividend in
March 1998, pursuant to which some of our warrantholders elected to increase the
conversion rates of their warrants instead of receiving cash. We do not expect
to make payments of any similar dividends in the near future.
RECENT SALES OF UNREGISTERED SECURITIES
On November 10, 2000, we issued an aggregate of 4,441,545 shares of our
Class A Common Stock to New World Broadcasters Corp., the shareholders of
Rodriguez Communications, Inc. ("RCI"), and to certain individuals as part of
the purchase price for radio station KTCY-FM and all the outstanding capital
stock of RCI (which owns and operates radio stations KFOX-FM, KREA-FM, KXJO-FM
and KSAH-FM). We relied on Section 4(2) of the Securities Act of 1933, as
amended, to claim exemption from registration for this issuance, as a
transaction not involving any public offering.
Prior to June 30, 1999, we issued 182,303 shares to qualified institutional
buyers and accredited institutional investors who exercised warrants to purchase
shares of our Class A Common Stock. Our warrants were initially issued in 1994
as part of units that included our senior notes and in 1997 as part of units
that included our senior exchangeable preferred stock. The exercise price for
the warrants was $.01 per warrant. Holders exercising the 1997 warrants received
.428 shares per warrant and holders exercising the 1994 warrants received one
share per warrant. On September 29, 1999, we filed our third amended and
restated certificate of incorporation to reclassify all of our then outstanding
shares of Class A Common Stock, par value $.01 per share, into shares of Class B
Common Stock, par value $.0001 per share and to effect a 50-to-1 stock split of
the new shares of Class B Common Stock. We relied on Sections 3(a)(9) and 4(2)
of the Securities Act of 1933, as amended, to claim exemption from registration
for this issuance, as a transaction not involving any public offering.
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<PAGE> 24
ITEM 6. SELECTED FINANCIAL DATA
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS EXCEPT RATIOS, SHARES OUTSTANDING AND PER SHARE DATA)
The following table sets forth the historical financial information of our
business. The selected historical consolidated financial information presented
below under the caption "Statement of Operations Data" and "Balance Sheet Data,"
as of and for each of the fiscal years in the five-year period ended September
24, 2000 are derived from our historical consolidated financial statements,
which have been audited by KPMG LLP, independent certified public accountants.
Our selected historical consolidated financial data should be read in
conjunction with our historical consolidated financial statements as of
September 26, 1999 and September 24, 2000, and for each of the fiscal years in
the three-year period ended September 24, 2000, the related notes and
independent auditors' report included elsewhere in this report. For additional
information see the financials section of this report and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-------------------------------------------------------------------
9/29/96 9/28/97 9/27/98 9/26/99 9/24/00
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Gross revenues............................ $ 55,338 $ 67,982 $ 86,766 $ 111,233 $ 141,468
Less: agency commissions.................. 6,703 7,972 10,623 13,882 18,800
----------- ----------- ----------- ----------- -----------
Net revenues.............................. 48,635 60,010 76,143 97,351 122,668
Station operating expenses(1)............. 27,876 31,041 39,520 44,620 57,555
Corporate expenses........................ 3,748 5,595 6,893 10,636 20,730
Depreciation and amortization............. 4,556 7,619 8,877 9,906 13,126
----------- ----------- ----------- ----------- -----------
Operating income........................ 12,455 15,755 20,853 32,189 31,257
Interest expense, net(2).................. (16,533) (22,201) (20,860) (21,178) (19,495)
Other income (expense), net(3)............ (1,574) (791) (213) (749) (302)
Gain on sale of AM stations............... -- 36,242 -- -- --
----------- ----------- ----------- ----------- -----------
Income (loss) before income taxes and
extraordinary item.................... (5,652) (7,237) 36,022 10,262 11,460
Income tax expense (benefit).............. (1,166) (2,715) 15,624 4,445 4,915
----------- ----------- ----------- ----------- -----------
Income (loss) before extraordinary
items................................... (4,486) (4,522) 20,398 5,817 6,545
Extraordinary (loss) net of income
taxes(4)................................ -- (1,647) (1,613) -- ( 17,151)
----------- ----------- ----------- ----------- -----------
Net income (loss)....................... $ (4,486) $ (6,169) $ 18,785 $ 5,817 $ (10,606)
=========== =========== =========== =========== ===========
Dividends on preferred stock.............. (2,994) (17,044) (30,270) (34,749) (28,372)
----------- ----------- ----------- ----------- -----------
Net income (loss) applicable to common
stock................................. $ (7,480) $ (23,213) $ (11,485) $ (28,932) $ (38,978)
=========== =========== =========== =========== ===========
Dividends per share on common stock....... $ -- $ -- $ 0.11 $ -- $ --
=========== =========== =========== =========== ===========
Earnings (loss) per common share:
Basic (before extraordinary item)....... $ (0.25) $ (0.71) $ (0.33) $ (0.86) (0.38)
Diluted (before extraordinary item)..... (0.25) (0.71) (0.33) (0.86) (0.38)
Basic................................... (0.25) (0.77) (0.38) (0.86) (0.67)
Diluted................................. (0.25) (0.77) (0.38) (0.86) (0.67)
Weighted average common shares
outstanding(8):
Basic................................... 30,333,400 30,333,400 30,333,400 33,584,576 58,162,671
Diluted................................. 30,333,400 30,333,400 30,333,400 33,584,576 58,162,671
</TABLE>
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<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-------------------------------------------------------------------
9/29/96 9/28/97 9/27/98 9/26/99 9/24/00
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................. $ 5,468 $ 12,288 $ 37,642 $ 16,975 59,559
Total assets.............................. 176,860 334,367 351,034 365,681 634,691
Total debt (including current portion).... 135,914 183,013 171,126 172,486 304,664
Preferred stock........................... 35,939 171,262 201,368 235,918 --
Total stockholders' (deficiency) equity... (3,569) (32,047) (46,193) (75,122) 274,465
OTHER FINANCIAL DATA:
Broadcast cash flow(5).................... $ 20,759 $ 28,969 $ 36,623 $ 52,731 $ 65,113
Broadcast cash flow margin................ 42.7% 48.3% 48.1% 54.2% 53.1%
EBITDA(6)................................. 17,011 23,374 29,730 42,095 44,383
After-tax cash flow(7).................... 70 3,097 7,530 15,723 19,671
Capital expenditures...................... 3,811 2,022 1,645 2,100 3,793
Net cash provided by operating
activities.............................. 8,813 6,386 10,923 20,782 28,672
Net cash provided by (used in) investing
activities.............................. (90,195) (144,358) 32,190 (38,384) (205,050)
Net cash provided by (used in) financing
activities.............................. 69,034 144,792 (17,758) (3,065) 218,962
</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, 1997 and 1999 fiscal years, we wrote down the value of our
land and building located on Sunset Boulevard in Los Angeles by $697,741,
$487,973 and $451,048, 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 12 1/2% notes and warrants to purchase one share of common
stock per unit. The 12 1/2% notes were issued at a substantial discount from
their principal amount. The sale of the 12 1/2% notes and 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 12 1/2% notes and warrants, $88,603,000 was allocated to the
12 1/2% notes and $5,397,000 was determined to be the value of the warrants.
Of the net proceeds from the sale of the 12 1/2% notes and 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.
For the fiscal year ended September 28, 1997, we recorded an extraordinary
loss resulting from the redemption of our 12 1/4% senior secured notes due
2001 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 12 1/2%
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.
For the fiscal year ended September 24, 2000, we recorded an extraordinary
loss of $17.2 million related to the early retirement of our 11% and 12 1/2%
notes at a premium of approximately $23.1 million in excess of their
carrying value and from the write-off of the related unamortized deferred
financing costs of approximately $5.5 million, net of the related tax
benefit of approximately $11.4 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. Broadcast cash flow may not be comparable to a similarly
entitled item reported by other entities that do not define the term exactly
as the Company defines it. The Company believes that broadcast cash flow is
a useful indicator to investors of the cash flow generated by the operations
of the Company's stations and permits investors to compare the Company's
performance with respect to station operations with those of other radio
broadcast companies. The Company believes that broadcast cash flow is
particularly useful in analyzing acquisition opportunities.
(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. 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. EBITDA may not be comparable
to a similarly entitled item reported by other entities that do not define
the term exactly as the Company defines it. The Company believes that
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<PAGE> 27
EBITDA is a useful indicator to investors of the Company's capacity to incur
and service debt. Many debt instruments, including the indenture governing
the Company's 9 5/8% Senior Subordinated Notes, contain covenants which use
formulas based on EBITDA calculations.
(7) The term "after-tax cash flow" means income before income tax benefit
(expense) and extraordinary items, minus net gain on sale of AM stations
(net of tax) and the current income tax provision, plus depreciation and
amortization expense. Although after-tax cash flow is not a measure of
performance calculated in accordance with generally accepted accounting
principles, after-tax cash flow is widely used in the broadcasting industry
as a measure of a broadcasting company's operating performance.
(8) On September 29, 1999, we filed a third amended and restated certificate of
incorporation which resulted in (1) the redesignation of our previously
outstanding shares of Class A Common Stock into shares of Class B Common
Stock, (2) a 50-to-1 stock split of our Class B Common Stock and (3) a
reduction in the par value of our Class A Common Stock and Class B Common
Stock from $0.01 per share to $0.0001 per share. The financial information
has been restated to reflect this redesignation, stock split and change in
par value.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
BACKGROUND
We commenced operations with the purchase of our first radio station,
WXLX-AM (formerly WSKQ-AM) serving the New York metropolitan area in 1983. Since
1983 we have purchased 28 stations, including three additional AM stations, in
eight U.S. markets. Today, we are the second largest Spanish-language radio
broadcasting company in the United States, currently owning and operating a
total of 23 FM radio stations and one AM radio station. We operate an additional
AM radio station under a time brokerage agreement. Twenty-five of our stations
are located in eight of the largest Hispanic markets in the United States,
including Los Angeles, New York, Puerto Rico, Miami, San Francisco, Chicago, San
Antonio and Dallas. In total, our radio stations reach over 61% of the U.S.
Hispanic population.
Our financial results depend on a number of factors, including the strength
of the national economy and the local economies served by our stations, total
advertising dollars dedicated to the markets served by our stations, advertising
dollars targeted to the Hispanic consumers in the markets served by our
stations, our stations' audience ratings, our ability to provide popular
programming, local market competition from other radio stations and other
advertising media, and government regulations and policies.
We report our revenues and expenses on a broadcast month basis. "Broadcast
month basis" means a four or five week period ending on the last Sunday of each
calendar month. For fiscal years 1998, 1999 and 2000 we reported 52 weeks of
revenues and expenses.
As is true of other radio groups, our performance is customarily measured
by our ability to generate broadcast cash flow, EBITDA and after-tax cash flow.
Broadcast cash flow consists of operating income before depreciation,
amortization and corporate expenses. EBITDA consists of earnings before
extraordinary items, gain on sale of AM stations, net interest expense, income
taxes, depreciation, amortization and other income or expenses. After-tax cash
flow consists of income before income tax benefit (expense) and extraordinary
items, minus net gain on sale of AM stations (net of tax) and the current income
tax provision, plus depreciation and amortization expense. Although broadcast
cash flow, EBITDA and after-tax cash flow are not measures of performance
calculated in accordance with generally accepted accounting principles, we
believe that broadcast cash flow, EBITDA and after-tax cash flow are useful in
evaluating us because these measures are accepted by the broadcasting industry
as generally recognized measures of performance and are used by securities
industry analysts who publish reports on the performance of broadcasting
companies. In addition, we have included information concerning broadcast cash
flow, EBITDA and after-tax cash flow in this report because it is used by some
investors as a measure of a company's ability to service its debt obligations
and it is also the basis for determining compliance with certain covenants
contained in the indentures governing our debt securities and in the certificate
of designation governing our preferred stock. Broadcast cash flow, EBITDA and
after-tax cash flow are not intended to be substitutes for operating income
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<PAGE> 28
as determined in accordance with generally accepted accounting principles, or
alternatives to cash flow from operating activities (as a measure of liquidity)
or net income.
REVENUES
Our primary source of revenue is the sale of advertising time on our radio
stations to local and national advertisers. Our revenues are affected primarily
by the advertising rates that our radio stations are able to charge as well as
the overall demand for radio advertising time in a market. Advertising rates are
based primarily on (1) a radio station's audience share in the demographic
groups targeted by advertisers, as measured principally by periodic reports
developed by Arbitron(C), (2) the number of radio stations in the market
competing for the same demographic groups, and (3) the supply of and demand for
radio advertising time. Advertising rates fluctuate daily and are generally
highest during the morning and afternoon commuting hours. Seasonal net
broadcasting revenue fluctuations are common in the radio broadcasting industry
and are due primarily to fluctuations in advertising expenditures by local and
national advertisers. Our second fiscal quarter (January through March)
generally produces the lowest net broadcasting revenue for the year because of
normal post-holiday decreases in advertising expenditures.
FISCAL YEAR 2000 COMPARED TO FISCAL YEAR 1999
Net Revenues. Our net revenues were $122.7 million for fiscal year 2000,
compared to $97.4 million for fiscal year 1999, an increase of $25.3 million or
26.0%. The increase was primarily attributable to the inclusion of operating
results of certain of our Puerto Rico stations, which we purchased from AMFM in
January, that had not yet been acquired during the same period in fiscal year
1999. Additionally, our net revenues increased due to higher advertising rates,
as advertisers continue to be attracted to the Spanish-language market.
Station Operating Expenses. Total station operating expenses were $57.6
million for fiscal year 2000, compared to $44.6 million for fiscal year 1999, an
increase of $13.0 million or 29.1%. The increase was primarily attributable to
the inclusion of operating results of certain of our Puerto Rico stations, which
we purchased from AMFM in January, that had not yet been acquired during the
same period in fiscal year 1999 as well as the stations operated under time
brokerage agreements in connection with the Rodriguez Communications, Inc. and
related transactions. In addition, on a same station basis, we experienced
higher music license fees and commissions associated with increased sales.
Broadcast Cash Flow. Broadcast cash flow was $65.1 million for fiscal year
2000, compared to $52.7 million for fiscal year 1999, an increase of $12.4
million or 23.5%. Our broadcast cash flow margin decreased slightly to 53.1% for
fiscal year 2000 compared to 54.2% for fiscal year 1999. Excluding net Internet
broadcast cash flow of ($2.1) million for fiscal year 2000 and ($0.5) million
for fiscal year 1999, broadcast cash flow would have increased by $14.0 million
to $67.2 million, a 26.3% increase, and our broadcast cash flow margin would
have reached 54.9% for the fiscal year 2000.
Corporate Expenses. Total corporate expenses were $20.7 million for fiscal
year 2000, compared to $10.6 million for fiscal year 1999, an increase of $10.1
million or 95.3%. The increase in corporate expenses resulted mainly from a
non-recurring severance payment of $10.2 million related to the purchase of an
annuity for two of our retired executives.
EBITDA. EBITDA was $44.4 million for fiscal year 2000, compared to $42.1
million for fiscal year 1999, an increase of $2.3 million or 5.5%. The increase
in EBITDA was mostly attributable to the increase in broadcast cash flow,
partially offset by the non-recurring severance payment of $10.2 million.
Excluding the non-recurring severance payment, EBITDA was $54.6 million for the
fiscal year 2000, an increase of $12.5 million or 29.7%, and our EBITDA margin
was 44.5%.
Depreciation and Amortization. Depreciation and amortization expense was
$13.1 million for fiscal year 2000, compared to $9.9 million for fiscal year
1999, an increase of $3.2 million or 32.3%. The increase was related primarily
to an increase in amortization costs resulting from the purchase of the Puerto
Rico stations from AMFM.
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<PAGE> 29
Operating Income. Operating income was $31.3 million for fiscal year 2000,
compared to $32.2 million for fiscal year 1999, a decrease of $0.9 million or
2.8%. The decrease was due primarily to the non-recurring severance payment of
$10.2 million.
Interest Expense, Net. Interest expense was $19.5 million for fiscal year
2000, compared to $21.2 million for fiscal year 1999, a decrease of $1.7 million
or 8.0%. This decrease was due primarily to interest income earned on the unused
proceeds from the initial public offering, partially offset by interest on
additional debt related to the refinancing of the 12 1/2% and 11% notes.
Other Expense, Net. We had other expenses of $0.3 million for fiscal year
2000, compared to $0.7 million for fiscal year 1999, a decrease of $0.4 million
or 57.1%. The other expenses during fiscal year 2000 included a $0.3 million
write-off of costs related to a financing transaction that we abandoned.
Extraordinary Loss. The Company incurred an extraordinary loss of $17.2
million, net of an income tax benefit of $11.4 million, in fiscal year 2000
related to the early retirement of our 11% and 12 1/2% notes for an amount in
excess of our carrying value and the write-off of the related unamortized debt
issuance costs.
Net Income (Loss). Our net loss was $10.6 million for fiscal year 2000,
compared to net income of $5.8 million for fiscal year 1999. The loss was caused
primarily by the extraordinary loss and the non-recurring severance payment.
After-Tax Cash Flow. After-tax cash flow was $19.7 million for fiscal year
2000, compared to $15.7 million for fiscal year 1999, an increase of $4.0
million or 25.5%. This increase was primarily attributable to the increase in
broadcast cash flow that exceeded the non-recurring severance payment, net of
tax benefit. Excluding the net non-recurring severance payment, after-tax cash
flow was $25.5 million for fiscal year 2000, an increase of $9.8 million or
62.4% compared to fiscal year 1999.
FISCAL YEAR 1999 COMPARED TO FISCAL YEAR 1998
Net Revenues. Our net revenues were $97.4 million for fiscal year 1999,
compared to $76.1 million for fiscal year 1998, an increase of $21.3 million or
28.0%. The increase in net revenues, from a percentage standpoint, was mostly
attributable to the Chicago and New York market stations where our net revenues
increased 30.7% and 27.2%, respectively, due to high ratings, robust local
economies and increased advertising rates. All of the markets in which we
operate stations experienced strong increases in net revenues, including our Los
Angeles FM station where net revenue increased by 24.0%.
Station Operating Expenses. Total station operating expenses were $44.6
million for fiscal year 1999, compared to $39.5 million for fiscal year 1998, an
increase of $5.1 million or 12.9%. The higher station operating expenses were
caused mainly by the inclusion of the results of the recent acquisitions in San
Antonio and Puerto Rico as well as JuJu Media, Inc. accounting for $4.2 million
or 82.4% of the increase in station operating expenses. To a lesser extent, all
of our other radio stations experienced higher commissions and higher music
license fees associated with increased sales. Additionally, the New York market
had an increase in performance bonuses due to increased sales and broadcast cash
flow, and the Los Angeles market had an increase in salaries related to on-air
talent. This increase in operating expenses was offset by lower general and
administrative expenses due to improved collections.
Broadcast Cash Flow. Broadcast cash flow was $52.7 million for fiscal year
1999, compared to $36.6 million for fiscal year 1998, an increase of $16.1
million or 44.0%. This increase was attributable to strong revenue growth and
effective management of operating expenses. Our broadcast cash flow margin
increased to 54.2% for fiscal year 1999 compared to 48.1% for fiscal year 1998.
Corporate Expenses. Total corporate expenses were $10.6 million for fiscal
year 1999, compared to $6.9 million for fiscal year 1998, an increase of $3.7
million or 53.6%. The increase in corporate expenses resulted mainly from
performance bonuses paid to our executives, increases in the number of our
employees and increased travel and other corporate overhead expenses relating to
our expansion into new markets.
EBITDA. EBITDA was $42.1 million for fiscal year 1999, compared to $29.7
million for fiscal year 1998, an increase of $12.4 million or 41.8%. Our EBITDA
margin was 43.2% for fiscal year 1999, compared to
26
<PAGE> 30
39.0% for fiscal year 1998. The increase in EBITDA and EBITDA margin was caused
by the increase in net revenues which was partially offset by the increase in
station operating expenses and corporate expenses.
Depreciation and Amortization. Depreciation and amortization expense was
$9.9 million for fiscal year 1999, compared to $8.9 million for fiscal year
1998, an increase of $1.0 million or 11.2%. The increase was related to an
increase in amortization costs as a result of the stations purchased in Puerto
Rico, WCMA-FM, WMEG-FM and WEGM-FM and the purchase of 80% of the stock of JuJu
Media, Inc.
Operating Income. Operating income was $32.2 million for fiscal year 1999,
compared to $20.9 million for fiscal year 1998, an increase of $11.3 million or
54.1%. The increase was due to the increase in net revenues, partially offset by
the increase in operating expenses.
Interest Expense, Net. Interest expense was $21.2 million for fiscal year
1999, compared to $20.9 million for fiscal year 1998, an increase of $0.3
million or 1.4%. This increase was caused by lower interest income in fiscal
year 1999 related to lower cash balances in fiscal year 1999.
Other Income (Expense). We had other expenses of $0.7 million for fiscal
year 1999, compared to other income of $36.0 million for fiscal year 1998. The
other expenses in 1999 resulted primarily from an additional write-down of owned
vacant real estate in the Los Angeles area and the Nuestra Telefonica
receivable. The other income in 1998 was the result of a gain on the sale of our
AM stations during fiscal year 1998.
Net Income. Our net income was $5.8 million for fiscal year 1999, compared
to $18.8 million for fiscal year 1998, a decrease of $13.0 million or 69.1%. The
decrease was caused by the absence of the gain on the sale of our AM stations.
After-Tax Cash Flow. After-tax cash flow was $15.7 million for fiscal year
1999, compared to $7.5 million for fiscal year 1998, an increase of $8.2 million
or 109.3%. This increase was primarily attributable to an increase in EBITDA,
offset by higher income taxes.
LIQUIDITY AND CAPITAL RESOURCES
Our primary source of liquidity is cash on hand, cash provided by
operations and, to the extent necessary, undrawn commitments that are available
under the $150.0 million senior credit facility arranged by Lehman Brothers Inc.
in July 2000. The senior credit facility includes a six-year $25.0 million
revolving credit facility and $125.0 million multi-draw term loan facility.
Our ability to increase our indebtedness is limited by the terms of the
credit agreement governing our senior credit facilities and the indenture
governing our senior subordinated notes. Additionally, the credit agreement and
indenture place restrictions on us with respect to the sale of assets, liens,
investments, dividends, debt repayments, capital expenditures, transactions with
affiliates and consolidations and mergers, among other things.
Net cash flows provided by operating activities were $28.7 million, 20.8
million and $10.9 million for fiscal years 2000, 1999, and 1998, respectively.
Changes in our net cash flows from operating activities are primarily a result
of changes in advertising revenues and station operating expenses which are
affected by the acquisition and disposition of stations during those periods, as
well as changes in corporate expenses which included a non-recurring severance
payment of $10.2 million for the benefit of certain retiring executives in
fiscal year 2000.
Net cash flows used in investing activities were $205.1 million and $38.4
million for fiscal years 2000 and 1999, respectively. Net cash flows provided by
investing activities was $41.5 million for fiscal year 1998. Changes in our net
cash flow from investing activities are primarily a result of the acquisition
and disposition of stations during those periods.
Net cash flows provided by financing activities were $219.0 million, for
fiscal year 2000. Net cash flows used in financing activities were $3.1 million
and $17.8 million for fiscal years 1999 and 1998, respectively.
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<PAGE> 31
Changes in our net cash flows from financing are primarily a result of
redemption of and proceeds from notes and preferred stock and proceeds from our
initial public offering of Class A Common Stock and from senior credit
facilities.
For fiscal year 2000, total capital expenditures were $3.8 million. These
expenditures were financed by funds from operations.
Management believes that cash from operating activities, together with cash
on hand, should be sufficient to permit us to meet our obligations in the
foreseeable future, including: (1) required significant cash interest payments
pursuant to the terms of the senior subordinated notes due 2009, (2) operating
obligations and (3) capital expenditures. Assumptions (none of which can be
assured) that underlie management's belief, include:
- the economic conditions within the radio broadcasting market and economic
conditions in general will not deteriorate in any material respect;
- we will continue to successfully implement our business strategy;
- we will not incur any material unforeseen liabilities, including
environmental liabilities; and
- no future acquisitions will adversely affect our liquidity.
We continuously review, and are currently reviewing, opportunities to
acquire additional radio stations, primarily in the largest Hispanic markets in
the United States. We engage in discussions regarding potential acquisitions
from time to time in the ordinary course of business. On November 10, 2000, we
completed the purchase of all the outstanding capital stock of Rodriguez
Communications, Inc. and the purchase of radio station KTCY-FM, serving the
Dallas, Texas market, from New World Broadcasters Corp. ("New World") for total
consideration of $164.3 million, consisting of $42.6 million of SBS Class A
Common Stock and $121.7 million in cash.
The purchase of RCI includes the acquisition of the following radio
stations: KMJR-FM (formerly KFOX-FM) and KNJR-FM (formerly KREA-FM)
broadcasting, on a co-channeled basis, at 93.5 MHz serving the Los Angeles,
California market; KXJO-FM broadcasting at 92.7 MHz serving the San Francisco,
California market; and KSAH-AM broadcasting at 720 kHz serving the San Antonio,
Texas market.
On May 8, 2000 we entered into a stock purchase agreement with New World
and 910 Broadcasting Corp., a wholly-owned subsidiary of New World, to acquire
all of the outstanding capital stock of 910 Broadcasting Corp. which owns and
operates radio station KXEB-AM serving the Dallas, Texas market. We have not yet
closed the purchase of all the outstanding capital stock of 910 Broadcasting
Corp. FCC approval is pending for this transaction, and we cannot assure you
that the acquisition will occur. We began operating radio station KXEB-AM on May
8, 2000 under a time brokerage agreement with New World and 910 Broadcasting
Corp., which will continue until the closing of the purchase of all the
outstanding capital stock of 910 Broadcasting Corp.
On November 2, 2000 we entered into an asset purchase agreement with
International Church of the Four Square Gospel to purchase radio station KFSG-FM
in Los Angeles, California at a purchase price of $250.0 million. In connection
with this acquisition, we made an initial deposit of $5.0 million toward the
purchase price. The agreement contains customary representations and warranties,
and the closing of our acquisition is subject to the satisfaction of certain
customary conditions, including receipt of regulatory approval from the FCC. The
agreement may be terminated by us or by the seller if the closing does not occur
by December 31, 2001.
We have no other written understandings, letters of intent or contracts to
acquire radio stations or other companies. We expect to fund the acquisition of
radio station KFSG-FM by increasing our senior credit facility, accessing the
high yield capital market and undertaking certain potential dispositions.
However, there can be no assurance that financing from any of these sources, if
available, can be obtained on favorable terms.
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<PAGE> 32
YEAR 2000 ISSUE
To date, no material interruptions to our operations have occurred as a
result of the year 2000 issue. The greatest threat to our ability to continue
broadcasting due to year 2000 issues comes from the utilities which we depend
on. To date, we are not aware of any external utility vendor with a year 2000
issue that has materially impacted our results of operations, liquidity, or
capital resources. While we believe our efforts provide reasonable assurance
that material disruptions will not occur due to internal or vendor failure, the
possibility of interruption still exists.
In 1999 we performed various analysis of potential problems related to the
year 2000 issue. Internally, we bear some risks in the following areas: computer
hardware and software for our accounting and administrative functions,
computer-controlled programming of music and the transmission of our signals.
Externally, we are at risk, like most companies, of losing power and phone
lines. As of December 20, 2000 we spent $0.1 million to upgrade/replace
non-compliant systems and equipment.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133 "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133). SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
It requires an entity to recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
SFAS No. 133, as amended by SFAS No. 137, is expected to be effective for our
fiscal year ending September 30, 2001. Management does not believe that the
adoption of SFAS No. 133 will have a significant impact on our consolidated
financial statements.
In November 1999, the Emerging Issues Task Force ("EITF") of the FASB
issued EITF 99-17, "Accounting for Advertising Barter Transactions", which
provides guidance on barter transactions that involve nonmonetary exchanges of
advertising. EITF 99-17 requires an entity to account for barter advertising
revenues and expenses at the determinable fair value of the advertising
surrendered or received in the exchange, or at book value if the fair value can
not be determined within reasonable limits. The adoption of EITF 99-17 did not
have a significant impact on our consolidated financial statements.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition", which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements filed with the SEC. SAB 101 outlines the basic criteria that must be
met in order to recognize revenue and provides guidance for disclosures related
to revenue recognition policies. In June 2000, the SEC issued SAB 101B, "Second
Amendment: Revenue Recognition in Financial Statements" which extends the
effective date of SAB 101 to the fourth fiscal quarter of fiscal years
commencing after December 15, 1999. At this time, management is still assessing
the impact of SAB 101 on our financial position and results of operations.
In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities (A
Replacement of SFAS No. 125)". SFAS No. 140 provides guidance on accounting for
(1) securitization transactions involving financial assets; (2) sales of
financial assets (including loan participations); (3) factoring transactions;
(4) wash sales; (5) servicing assets and liabilities; (6) collateralized
borrowing arrangements; (7) securities lending transactions; (8) repurchase
agreements; and (9) extinguishment of liabilities. While most of the provisions
of SFAS No. 140 will become effective for transactions entered into after March
31, 2001, companies with calendar fiscal year ends that hold beneficial
interests from previous securitizations will be required to make additional
disclosures in their December 31, 2000 financial statements. Management does not
believe that the adoption of SFAS No. 140 will have a significant impact on our
consolidated financial statements.
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<PAGE> 33
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We believe that inflation has not had a material impact on the results of
operations for each of our fiscal years in the three-year period ended September
24, 2000. However, there can be no assurance that future inflation would not
have an adverse impact on our operating results and financial condition.
We are not subject to currency fluctuations since we do not have any
international operations other than Puerto Rico where the currency is the U.S.
dollar. We have limited market risk exposure since we do not have any
outstanding variable rate debt or derivative financial and commodity instruments
as of December 20, 2000. Our financial instruments outstanding at September 24,
2000 with market risk are our 9 5/8% Senior Subordinated Notes due 2009 and our
12 1/2% Senior Notes due 2002 of which only an aggregate principal amount of
$100,000 remains outstanding.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by this Item 8 is included in Item 14, under
"Financial Statements" and "Financial Statement Schedule" appearing at the end
of this annual report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in or disagreements between us and our
accountants on accounting or financial disclosure during our two most recent
fiscal years or any subsequent interim period.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names, ages and positions of the
directors, executive officers and certain key employees of SBS as of September
24, 2000. Each of our directors and officers serves until his successor is
elected and qualifies.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH SBS
---- --- -----------------
<S> <C> <C>
Pablo Raul Alarcon, Sr. ............. 74 Chairman Emeritus and Director
Raul Alarcon, Jr. ................... 44 Chairman of the Board of Directors, Chief Executive
Officer and President
Jose Grimalt......................... 72 Secretary Emeritus and Director
Joseph A. Garcia..................... 55 Chief Financial Officer, Executive Vice President and
Secretary
Luis Diaz-Albertini.................. 49 Vice President/Group Sales
Jesus Salas.......................... 25 Vice President of Programming
Roman Martinez IV.................... 52 Director
Jason L. Shrinsky.................... 63 Director
William Tanner....................... 56 Executive Vice President of Programming
Juan Garcia.......................... 33 Vice President of Finance and Strategic Planning
</TABLE>
PABLO RAUL ALARCON, SR. was our Chairman of the Board of Directors from
March 1983 until November 2, 1999, when he became Chairman Emeritus. Mr.
Alarcon, Sr. continues to be a member of our board of directors. Mr. Alarcon,
Sr. has been involved in Spanish-language radio broadcasting for much of his
life. He started his broadcasting career in Cuba in the early 1950's when he
established a radio station chain in Camaguey, Cuba. Upon his arrival in the
United States, Mr. Alarcon, Sr. continued his career in radio broadcasting and
was an on-air personality for a New York radio station before being promoted to
programming director. Mr. Pablo Raul Alarcon, Sr. subsequently owned and
operated a recording studio and an advertising agency. In 1983, he purchased our
first radio station. Mr. Alarcon, Sr. is Raul Alarcon, Jr.'s father.
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<PAGE> 34
RAUL ALARCON, JR. has been Chief Executive Officer, President and a
director since October 1985. On November 2, 1999, Mr. Alarcon, Jr. became
Chairman of the Board of Directors and continues as our Chief Executive Officer
and President. Mr. Alarcon, Jr. joined SBS as a sales manager in 1983. Mr.
Alarcon, Jr. is responsible for our long-range strategic planning and was
instrumental in the acquisition and financing of each of our radio stations as
well as our initial public offering. Mr. Alarcon, Jr. is the son of Mr. Alarcon,
Sr. and the son-in-law of Mr. Grimalt.
JOSE GRIMALT has been a member of our board of directors since June 1994.
On November 2, 1999, Mr. Grimalt became Secretary Emeritus. From 1969 to 1986,
Mr. Grimalt owned and operated Spanish-language station WLVH-FM in Hartford,
Connecticut. In 1984, Mr. Grimalt became a stockholder and the President of
SBS's California subsidiary which operated KXMG-AM in Los Angeles. Mr. Grimalt
is Mr. Alarcon, Jr.'s father-in-law.
JOSEPH A. GARCIA has been Chief Financial Officer since 1984, Executive
Vice President since 1996 and Secretary since November 2, 1999. Before joining
SBS in 1984, Mr. Garcia spent thirteen years in financial positions with Philip
Morris and Revlon, where he was Manager of Financial Planning for
Revlon -- Latin America.
JESUS SALAS has been the Vice President of Programming since April 1998. He
joined SBS in March 1997 as the Programming Director for our Miami stations.
Prior to joining us he worked for New Age Broadcasting, Inc., where he began his
career in November 1993 as a disc jockey and was eventually promoted to
programming director.
LUIS DIAZ-ALBERTINI has been the Vice President/Group Sales since September
1998. He began his employment with SBS as the General Manager of WLEY-FM in
Chicago in March 1997. Prior to joining us, Mr. Diaz-Albertini's experience
included being VP/General Manager of the four stations located in Miami for
Hispanic Broadcasting Corporation (formerly Heftel Broadcasting Corporation).
Mr. Diaz-Albertini has worked in the broadcasting industry for 27 years.
ROMAN MARTINEZ IV became one of our directors on November 2, 1999. Mr.
Martinez is a Managing Director for the investment banking firm of Lehman
Brothers Inc. where he has held his title since 1978. Mr. Martinez has been an
investment banker advising corporations on financings, mergers and acquisitions
and related financial matters since 1971. Mr. Martinez sits on the Board of
Governors of New York Presbyterian Healthcare System, Inc. and on the Board of
Directors of the International Rescue Committee. Lehman Brothers Inc. acts and
has acted as financial advisor to us in connection with our financings and one
of our acquisitions in fiscal year 2000. An affiliate of Lehman Brothers Inc.,
Lehman Commercial Paper Inc., acted as administrative agent in connection with
the senior credit facilities. See "Item 13. Certain Relationships and Related
Transactions."
JASON L. SHRINSKY became one of our directors on November 2, 1999. Mr.
Shrinsky is a partner of the law firm of Kaye, Scholer, Fierman, Hays & Handler,
LLP, where he has been a partner since 1986. Mr. Shrinsky has been a lawyer
counseling corporations and high net worth individuals on financings, mergers
and acquisitions, other related financial transactions and regulatory procedures
since 1964. Kaye, Scholer, Fierman, Hays & Handler, LLP has served as our
counsel for more than 16 years. The fees paid by us to Kaye, Scholer, Fierman,
Hays & Handler, LLP do not exceed five percent of such law firm's consolidated
gross revenues for its last full fiscal year. See "Item 13. Certain
Relationships and Related Transactions."
JUAN GARCIA served as Vice President of Finance and Strategic Planning from
February 1, 2000 to November 24, 2000. Prior to joining us, Mr. Garcia worked as
an investment banker at Lehman Brothers, Inc. where he began as an associate in
September 1995 and became Vice President in 1999.
WILLIAM TANNER has served as our Executive Vice President of Programming
since September 1, 2000. Prior to joining us Mr. Tanner was the Vice President
of Programming at Hispanic Broadcasting Corp. for six years.
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<PAGE> 35
COMMITTEES OF THE BOARD OF DIRECTORS
Our board of directors maintains an Audit Committee whose members are Roman
Martinez IV and Jason L. Shrinsky.
Our board of directors also maintains a Compensation Committee, whose
members consist of Mr. Alarcon, Jr., Roman Martinez IV and Jason L. Shrinsky.
Mr. Alarcon, Jr. is our Chairman of the Board, Chief Executive Officer and
President. The Compensation Committee did not meet during fiscal year 2000. The
Compensation Committee met on November 13, 2000 to review compensation items for
fiscal years 2000 and 2001. See "Certain Relationships and Related
Transactions."
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our officers and directors and
persons who own more than 10% of our common stock (collectively, "Reporting
Persons") to file reports of ownership and changes in ownership with the SEC.
Reporting Persons are required by SEC regulations to furnish SBS with copies of
all section 16(a) forms they file.
Based solely on its review of the copies of such forms received or written
representations from the Reporting Persons, we believe that with respect to the
fiscal year ended September 24, 2000, all the Reporting Persons complied with
all applicable filing requirements, except that: 1) on November 4, 1999 Luis
Diaz-Albertini filed a Form 3 due on October 27, 1999 to report his holding of
options to purchase shares of the Company's common stock, and 2) on January 10,
2000, Mr. Albertini filed a Form 4 due on November 10, 1999 to report his
purchase of shares of our common stock.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by or
paid for services rendered to SBS and its subsidiaries, in all capacities during
the fiscal years 2000, 1999 and 1998, by our Chief Executive Officer and
President and our next four highest paid executive officers at September 24,
2000, whose annual salary and bonus exceeded $100,000. On November 2, 1999,
Messrs. Alarcon, Sr. and Grimalt retired as salaried executives of SBS but
remain as members of our board of directors.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
---------------
SECURITIES
OTHER ANNUAL UNDERLYING
NAME PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS/SARS(#)
---- ------------------- ---- ---------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Raul Alarcon, Jr...... Chief Executive 2000 $1,000,000(2) $1,000,000 $201,829(1) 100,000
Officer, President 1999 1,985,768(2) 1,265,857 202,452(1)
and Chairman of the 1998 1,633,743(2) 215,000 63,624(1)
Board of Directors
Joseph A. Garcia...... Executive Vice 2000 300,000 150,000 (3) 250,000
President, Chief 1999 296,298 385,000 (3)
Financial Officer 1998 266,346 27,500 (3)
and Secretary
Luis Diaz-Albertini... Vice President/ 2000 225,000 80,000 (8) 50,000
Group Sales 1999 225,053 210,000 (3)
1998 200,000 25,000 (3)
William Tanner(4)..... Executive Vice 2000 30,000 -- (3) 218,552
President of 1999 -- -- (3)
Programming 1998 -- -- (3)
Juan A. Garcia(5)..... Vice President of 2000 136,500 70,000 (3) 100,000
Finance and 1999 -- -- --
Strategic Planning 1998 -- -- --
</TABLE>
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<PAGE> 36
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
---------------
SECURITIES
OTHER ANNUAL UNDERLYING
NAME PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS/SARS(#)
---- ------------------- ---- ---------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Pablo Raul Alarcon,
Sr. ................ Director (formerly 2000 124,923 -- --(3) --
Chairman of the 1999 481,846(6) 362,368 59,291(7)
Board Of Directors) 1998 492,577 25,000 50,745(7)
Jose Grimalt.......... Director (formerly 2000 67,308 -- (3) --
Secretary) 1999 250,000(6) 25,368 (3)
1998 250,000 25,000 (3)
</TABLE>
---------------
(1) Excludes amounts paid by us in connection with our lease of an apartment in
Manhattan owned by Mr. Alarcon, Jr. which is used primarily by Mr. Alarcon,
Jr. while on SBS business in New York. Mr. Alarcon, Jr. received personal
benefits in addition to his salary and bonus, including use of automobiles.
We paid an aggregate of $85,329, $96,512 and $62,691 in each of 2000, 1999
and 1998, respectively, for automobiles used, including driver's salary, by
Mr. Alarcon, Jr. In fiscal year 2000 Mr. Alarcon, Jr. received personal
benefits estimated at $201,829, including the use of automobiles and drivers
and an apartment in Key Biscayne, Florida. The lease for his apartment in
Key Biscayne has been terminated as a consequence of Mr. Alarcon, Jr.'s
relocation into his newly constructed home on December 20, 2000.
(2) Excludes the payment of a dividend to our stockholders, of which Mr.
Alarcon, Jr. received $3.1 million. Excludes reimbursement of Mr. Alarcon,
Jr.'s relocation expenses incurred in connection with the relocation of our
headquarters. See "Certain Relationships and Related Transactions."
(3) Excludes perquisites and other personal benefits, securities or property
which aggregate the lesser of $50,000 or 10% of the total of annual salary
and bonus.
(4) William Tanner began his employment with SBS on September 1, 2000.
(5) Juan A. Garcia served as our Vice President of Finance and Strategic
Planning from February 1, 2000 to November 24, 2000.
(6) Messrs. Alarcon, Sr. and Grimalt received compensation as officers of SBS
through December 31, 1999. However, they continue to be entitled to
reimbursement of their out-of-pocket expenses as members of the board of
directors and are provided, at our expense, with the use of automobiles and,
in the case of Mr. Alarcon, Sr., a driver. We purchased annuities for the
retirement of Messrs. Alarcon, Sr. and Grimalt which became effective on
January 2, 2000. See "Employment Agreements and Arrangements."
(7) In addition to his salary and bonus, Mr. Alarcon, Sr. received personal
benefits including the use of automobiles. We paid an aggregate of $56,955,
$57,451 and $49,812 in each of 2000, 1999 and 1998, respectively, for
automobiles used by Mr. Alarcon, Sr., including driver's salary.
(8) Excludes a $50,000 loan made by SBS to Mr. Albertini for which Mr. Albertini
signed a promissory note payable in two years, but which is subject to
forgiveness if Mr. Albertini meets certain sales targets.
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<PAGE> 37
STOCK OPTIONS
The following table sets forth information concerning the grant of stock
options to each of the named executive officers in fiscal year 2000:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------------------- VALUE AT ASSUMED ANNUAL
NUMBER OF PERCENT OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS/SARS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS/SARS EMPLOYEES IN BASE PRICE -----------------------
NAME GRANTED(#)(1) FISCAL YEAR 2000 ($/SH) EXPIRATION DATE 5%($) 10%($)
---- ------------- ---------------- ----------- --------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Raul Alarcon, Jr.......... 100,000(2) $ 20.00 $1,257,789 $3,187,485
Joseph A. Garcia.......... 250,000 $ 20.00 10/27/09 3,144,473 7,968,712
Luis Diaz-Albertini....... 50,000 $ 20.00 10/27/09 628,895 1,593,742
William Tanner............ 218,552(2) $ 10.00 09/01/10 1,374,462 3,483,156
Juan A. Garcia(3)......... 100,000(2) $20.8125 02/16/10 1,308,887 3,316,976
Pablo Raul Alarcon,
Sr. .................... -- -- -- -- -- --
Jose Grimalt.............. -- -- -- -- -- --
</TABLE>
---------------
(1) Each option was granted under our 1999 Stock Option Plan and, other than
noted in footnote (2), vests 20% immediately, and 20% on the anniversary
date of the grant for the following four consecutive years. The options that
are not otherwise exercisable prior to a change in control of the Company
shall become exercisable on the date of a change in control of the Company
and shall remain exercisable for the remainder of the term of the option, as
discussed in the Company's 1999 Stock Option Plan.
(2) Raul Alarcon, Jr.'s options vested immediately and were exercisable upon
consummation of the Company's IPO on November 2, 1999. Of Mr. Juan A.
Garcia's options, 10,000 vested on February 16, 2000, and became immediately
exercisable and the remainder terminated upon the termination of his
employment with the Company on November 24, 2000. One-third of William
Tanner's options vested and are exercisable as of August 31, 2000, one-third
will vest and become exercisable on August 30, 2001 and one-third will vest
and become exercisable on August 30, 2002. Mr. Tanner's employment agreement
does not specify the term of exercisability of these options, and these
options have not been granted under the 1999 Stock Option Plan, but we have
assumed an exercisability term of ten years based on the maximum permitted
term under our 1999 Stock Option Plan.
(3) Juan A. Garcia served as our Vice President of Finance and Strategic
Planning from February 1, 2000 to November 24, 2000.
DIRECTOR COMPENSATION
Directors who are officers or former officers do not receive any additional
compensation for serving on our board of directors. All directors are reimbursed
for their out-of-pocket expenses incurred in connection with their service as
directors. All of our non-employee directors are eligible to receive options
under our stock plans as described below. In connection with their election to
the board of directors on November 2, 1999, we granted each of Messrs. Roman
Martinez IV and Jason L. Shrinsky options for 50,000 shares of Class A Common
Stock exercisable at the public offering price, of which, options for 10,000
shares vested immediately with the rest vesting ratably over a period of four
years. Mr. Shrinsky holds his options for the benefit of his law firm, Kaye,
Scholer, Fierman, Hays & Handler, LLP. See "Stock Plans -- Non-Employee Director
Stock Option Plan."
Arnold Sheiffer, who served as a director from 1996 until August 1999,
received a cash payment of $250,000, which was accrued in fiscal year 1999, and
has been granted options to purchase 250,000 shares of Class A Common Stock
exercisable at $20.00 per share, which vested on November 2, 1999, for his past
services as a director.
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<PAGE> 38
EMPLOYMENT AGREEMENTS AND ARRANGEMENTS
Raul Alarcon, Jr.
We have an employment agreement with Raul Alarcon, Jr. pursuant to which
Mr. Alarcon, Jr. serves as our Chairman of the Board of Directors, Chief
Executive Officer and President. The agreement became effective on November 2,
1999, expires on December 31, 2004 and renews for successive one-year periods
after December 31, 2004, unless notice of termination is delivered by either
party 90 days prior to the termination date. The agreement provides for a base
salary of not less than $1.0 million for each year of the employment term, which
may be increased by the board of directors. Under the terms of the agreement,
Mr. Alarcon, Jr. will be paid an annual cash performance bonus determined by the
board of directors based on annual same station broadcast cash flow growth. Mr.
Alarcon, Jr. will receive options to purchase 100,000 shares of Class A Common
Stock each year of employment. The initial grant of options to purchase 100,000
shares was made on October 27, 1999 and vested on November 2, 1999 at an
exercise price equal to $20.00 per share. The additional grants thereafter vest
on each anniversary of the effective date of the agreement at an exercise price
equal to the then fair market value of our Class A Common Stock. Mr. Alarcon,
Jr. is also entitled to participate in our employee benefit plans and to receive
other non-salary benefits, such as health insurance, life insurance,
reimbursement for business related expenses and reimbursement for personal tax
and accounting expenses. The agreement provides that Mr. Alarcon, Jr.'s
employment may be terminated at the election of the board of directors upon his
disability or for cause (as defined in the agreement). Pursuant to the
agreement, Mr. Alarcon, Jr. is entitled to the use of one automobile and driver
at our expense.
Joseph A. Garcia
During fiscal year 2000, we had an employment agreement with Joseph A.
Garcia pursuant to which Mr. Garcia served as our Chief Financial Officer,
Executive Vice President and Secretary. This employment agreement became
effective on November 2, 1999, was to terminate on September 30, 2002 and was to
automatically renew for successive one-year periods after September 30, 2002,
unless notice of termination was delivered by either party within 90 days prior
to the termination date or any succeeding September 30. Mr. Garcia received an
annual base salary of $300,000 which could be increased by the board of
directors. In addition, Mr. Garcia was entitled to receive (a) an annual cash
bonus to be determined by the board of directors, based on performance, and (b)
options to purchase 250,000 shares of Class A Common Stock for past performance.
The options were granted on October 27, 1999, with options to purchase 50,000
shares vesting on November 2, 1999 at an exercise price equal to $20.00 per
share and options to purchase 200,000 shares to vest ratably over a four-year
period. Mr. Garcia was also entitled to receive standard employee benefits
provided to all of our executives, such as health, life and long-term disability
insurance and reimbursement for business related expenses.
On December 7, 2000, we entered into a new employment agreement with Mr.
Garcia pursuant to which he continues to serve as our Chief Financial Officer,
Executive Vice President and Secretary. This new employment agreement became
effective as of December 7, 2000 and has similar terms to his employment
agreement signed in fiscal year 2000 including a discretionary bonus, except
that the new employment agreement has a term expiring December 7, 2005 (with a
similar automatic renewal as the November 2, 1999 employment agreement) and
provides for an annual base salary of $400,000. Under his new agreement he is
entitled to receive options to purchase 100,000 shares of common stock at an
exercise price equal to the closing price on Nasdaq on December 7, 2000. Options
to purchase 20,000 shares vested on December 7, 2000 and the remaining options
will vest ratably over the next four years.
Luis Diaz-Albertini
We have an employment agreement with Luis Diaz-Albertini pursuant to which
Mr. Albertini serves as our Vice President/Group Sales. The employment agreement
became effective on November 2, 1999, terminates on November 2, 2002 and
automatically renews for successive one-year periods after November 2, 2002,
unless notice of termination is delivered by either party within 90 days prior
to the termination date or
35
<PAGE> 39
any succeeding November 2. Mr. Albertini receives an annual salary of $225,000
which may be increased by the board of directors. In addition, Mr. Albertini is
entitled to receive (a) an annual cash bonus to be determined by the board of
directors, based on performance, and (b) options to purchase 50,000 shares of
Class A Common Stock for past performance. The options were granted on October
27, 1999, with options to purchase 10,000 shares vesting on November 2, 1999 at
an exercise price equal to $20.00 per share and options to purchase 40,000
shares to vest ratably over a four-year period. Mr. Albertini is also entitled
to receive standard employee benefits provided to all of our executives, such as
health, life and long-term disability insurance and reimbursement for business
related expenses.
William Tanner
We have an employment agreement with William Tanner pursuant to which Mr.
Tanner serves as our Executive Vice President of Programming. This employment
agreement became effective on August 31, 2000, terminates on August 31, 2005 and
can be extended by mutual agreement of SBS and Mr. Tanner. Mr. Tanner receives
an annual base salary of $475,000 plus an annual 10% increase over the prior
year's base salary and quarterly bonuses based on certain radio stations'
Arbitron(R) rankings. Mr. Tanner is also entitled to receive options, which have
not yet been granted, to purchase 75,000 shares of common stock at an exercise
price equal to the market price on the business day immediately preceding the
grant, with options to purchase 15,000 shares to be granted and to vest on
August 31, 2001 and on each of the next four anniversaries of August 31, 2001.
In addition, Mr. Tanner's employment agreement grants him options to purchase
218,552 shares of common stock at an exercise price equal to the closing stock
market price on September 1, 2000, vesting one-third on August 31, 2000,
one-third on August 30, 2001 and one-third on August 30, 2002. Mr. Tanner is
entitled to receive standard employee benefits provided to other similarly
situated SBS executives as well as business class travel, payment of power and
telephone bills for the Los Angeles residence, an automobile allowance of $2,000
per month, and the professional support of a shared administrative assistant.
Juan A. Garcia
We had an employment agreement with Juan Garcia during fiscal year 2000
pursuant to which Mr. Garcia served as our Vice President of Finance and
Strategic Planning. This employment agreement became effective on February 16,
2000, was to terminate on February 16, 2003 and automatically renew for
successive one-year periods after February 16, 2003, unless notice of
termination was delivered by either party within 90 days prior to the
termination date or any succeeding February 16. Mr. Garcia received an annual
base salary of $210,000 which could be increased by the board of directors. In
addition, Mr. Garcia was entitled to receive (a) an annual cash bonus based on
SBS meeting projected consolidated broadcast cash flow for each fiscal year, and
(b) options to purchase 100,000 shares of Class A Common Stock with an exercise
price of $20.8125 per share. The options were granted on February 16, 2000 with
options to purchase 10,000 shares vesting on February 16, 2000, options to
purchase 10,000 shares to vest on February 16, 2001 and options to purchase
20,000 shares to vest on each of the next four anniversaries of February 16,
2001. Mr. Garcia was also entitled to receive standard employee benefits
provided to all of our executives. Mr. Garcia's employment terminated on
November 24, 2000.
ANNUITY
Upon the completion of our initial public offering, we purchased an annuity
from The Canada Life Assurance Company as a retirement vehicle for the benefit
of Messrs. Alarcon, Sr. and Grimalt for $10.2 million. Messrs. Alarcon, Sr. and
Grimalt will receive annual payments of approximately $700,000 and $300,000,
respectively, for the rest of their lives. Mr. Alarcon's wife and Mr. Grimalt's
wife are joint annuitants with their husbands. Should Mrs. Alarcon, Sr. or Mrs.
Grimalt survive their husbands, they would receive annual payments of $350,000
and $150,000.
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<PAGE> 40
STOCK PLANS
1999 Stock Option Plan
We have adopted an option plan to incentivize our present and future
executive, managerial and other employees through equity ownership. The option
plan provides for the granting of stock options to individuals selected by the
compensation committee of the board of directors (or by the board if such
committee is not appointed). An aggregate of 3,000,000 shares of Class A Common
Stock have been reserved for issuance under this option plan. The option plan
allows us to tailor incentive compensation for the retention of personnel, to
support corporate and business objectives, and to anticipate and respond to a
changing business environment and competitive compensation practices. As of
September 24, 2000, options to purchase 1,593,552 shares of Class A Common Stock
have been granted under this plan at exercise prices ranging from $10.00 to
$24.63 per share.
The compensation committee, or such other committees as the board of
directors shall determine, has discretion to select the participants, to
determine the type, size and terms of each award, to modify the terms of awards,
to determine when awards will be granted and paid, and to make all other
determinations which it deems necessary or desirable in the interpretation and
administration of the option plan. The option plan terminates ten years from the
date that it was approved and adopted by the stockholders of SBS. Generally, a
participant's rights and interest under the option plan are not transferable
except by will or by the laws of descent and distribution.
Options, which include non-qualified stock options and incentive stock
options, are rights to purchase a specified number of shares of Class A Common
Stock at a price fixed by the compensation committee. The option price may be
less than, equal to or greater than the fair market value of the underlying
shares of Class A Common Stock, but in no event will the exercise price of an
incentive stock option be less than the fair market value on the date of grant.
Options will expire no later than ten years after the date on which they
are granted (five years in the case of incentive stock options granted to 10%
stockholders). Options will become exercisable at such times and in such
installments as the compensation committee or other designated committee shall
determine. Notwithstanding this, any nonexercisable options shall immediately
vest and become exercisable upon a change in control of SBS. Upon termination of
a participant's employment with SBS, options that are not exercisable will be
forfeited immediately and options that are exercisable will remain exercisable
for twelve months following any termination by reason of an optionholder's
death, disability or retirement. If termination is for any other reason other
than cause, exercisable options will remain exercisable for three months
following such termination. Payment of the option price must be made in full at
the time of exercise in such form (including, but not limited to, cash or common
stock of SBS) as the compensation committee may determine.
In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of assets,
or any other change in the corporate structure of shares of SBS, the
compensation committee will have the discretion to make any adjustments it deems
appropriate in the number and kind of shares reserved for issuance upon the
exercise of options and vesting of grants under the option plan and in the
exercise price of outstanding options.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
We have also adopted a separate option plan for our non-employee directors.
The terms of the plan provide that the board of directors has the discretion to
grant stock options to any non-employee director. An aggregate of 300,000 shares
of Class A Common Stock have been reserved for issuance under this option plan.
The plan is administered by the board of directors. In connection with their
election as directors, on November 2, 1999, we granted each of Messrs. Shrinsky
and Martinez an option under this plan to purchase 50,000 shares of Class A
Common Stock exercisable at $20.00 per share. Of these options to purchase
50,000 shares, options to purchase 10,000 shares vested immediately and options
to purchase 10,000 shares vested on November 2, 2000. Options to purchase 10,000
shares vest each year over the next three years on the anniversary of the grant
so long as Messrs. Shrinsky and Martinez remain directors. Mr. Shrinsky holds
his
37
<PAGE> 41
options for the benefit of his law firm, Kaye, Scholer, Fierman, Hays & Handler,
LLP. Any non-exercisable options shall immediately vest and become exercisable
upon a change in control of SBS. If a non-employee director's service as a
director is terminated for any reason, all options held by the non-employee
director which have not then vested shall terminate automatically.
401(k) PLAN
We offer a tax-qualified employee savings and retirement plan (the "401(k)
Plan") covering our employees. Pursuant to the 401(k) Plan, an employee may
elect to reduce his annual salary by 1%-15%, not to exceed the statutorily
prescribed annual limit which is $10,500 for 2000, and have the amount of such
reduction contributed to the 401(k) Plan. We may, at our option and in our sole
discretion, make matching and/or profit sharing contributions to the 401(k) Plan
on behalf of all participants. The 401(k) Plan is intended to qualify under
Section 401(a) of the Internal Revenue Code so that contributions by employees
or by us to the 401(k) Plan and income earned on plan contributions are not
taxable to employees until distributed to them and contributions by us will be
deductible by us when, and if, made. The trustees under the 401(k) Plan, at the
direction of each participant, invest such participant's assets in the 401(k)
Plan in selected investment options.
LIMITATIONS ON DIRECTORS' AND OFFICERS' LIABILITY
Our third amended and restated certificate of incorporation has a provision
which limits the liability of directors to us to the maximum extent permitted by
Delaware law. The third amended and restated certificate of incorporation
specifies that our directors will not be personally liable for monetary damages
for breach of fiduciary duty as a director. This limitation does not apply to
actions by a director or officer that do not meet the standards of conduct which
make it permissible under the Delaware General Corporation Law for SBS to
indemnify directors or officers.
Our amended and restated by-laws provide for indemnification of directors
and officers (and others) in the manner, under the circumstances and to the
fullest extent permitted by the Delaware General Corporation Law, which
generally authorizes indemnification as to all expenses incurred or imposed as a
result of actions, suits or proceedings if the indemnified parties act in good
faith and in a manner they reasonably believe to be in or not opposed to the
best interests of SBS. Each director has entered into an indemnification
agreement with us that provides for indemnification to the fullest extent
provided by law. We believe that these provisions are necessary or useful to
attract and retain qualified persons as directors and officers.
We have obtained insurance for the benefit of our directors and officers
that provides for coverage of up to $100.0 million.
There is no pending litigation or proceeding involving a director or
officer as to which indemnification is being sought.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our board of directors maintains a Compensation Committee, whose members
consist of Mr. Alarcon, Jr., Roman Martinez IV and Jason L. Shrinsky. Mr.
Alarcon, Jr. is our Chairman of the Board, Chief Executive Officer and
President. Roman Martinez IV and Jason L. Shrinsky are directors. The
Compensation Committee did not meet in fiscal year 2000. The Compensation
Committee met on November 13, 2000 to review compensation items for fiscal years
2000 and 2001. See "Item 13. Certain Relationships and Related Transactions."
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<PAGE> 42
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial
ownership of our Class A Common Stock and our Class B Common Stock as of
December 20, 2000, by:
- each person known by us to beneficially own more than 5% of any class of
common stock; and
- each director and each named executive officer.
Unless indicated below, each stockholder listed had sole voting and sole
investment power with respect to all shares beneficially owned, subject to
community property laws, if applicable.
<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES
------------------------ ----------------------- PERCENT OF PERCENT OF
PERCENT OF PERCENT OF TOTAL TOTAL
NUMBER OF CLASS A NUMBER OF CLASS B ECONOMIC VOTING
NAME AND ADDRESS(1)(2) SHARES SHARES SHARES SHARES INTEREST POWER
---------------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Pablo Raul Alarcon, Sr................... -- 0% 1,070,000(16) 3.85% 1.65% 3.4%
Raul Alarcon, Jr......................... 200,000(3) * 26,156,750 94.1% 40.5% 83.1%
Jose Grimalt............................. -- 0% 501,650 1.8% * 1.59%
Joseph A. Garcia......................... 130,000(3) * -- * * *
Juan A. Garcia........................... 18,000(3)(4) * -- 0% * *
William Tanner........................... 219,442 * -- 0% * *
Luis Diaz-Albertini...................... 35,470(3) * -- 0% * *
Roman Martinez IV........................ 20,000(3) * -- 0% * *
Jason L. Shrinsky........................ 20,000(3)(5) * -- 0% * *
All executive officers and directors as
a group................................ 642,912(3) 1.7% 27,728,400 99.75% 43.5% 88.2%
The Marcos and Sonya Rodriguez Family
Trust(7)............................... 2,958,844 8.0% -- 0% 4.57% 1.0%
Massachusetts Financial Services
Company(9)(14)......................... 2,038,370(14) 5.53% -- 0% 3.15% *
Janus Capital Corporation*(10)........... 1,478,600 4.0% -- 0% 2.28% *
Putnam Investments, Inc.*(11)(13)........ 3,695,000 11.4% -- 0% 5.91% 1.17%
TCW Group Inc. (12)(15).................. 2,496,800 6.8% -- 0% 3.86% *
James L. Anderson(8)..................... 3,445,586(6) 9.3% -- 0% 5.32% 1.1%
</TABLE>
---------------
* Indicates less than 1%.
(1) The address of all directors and executive officers in this table, unless
otherwise specified, is c/o Spanish Broadcasting System, Inc., 2601 South
Bayshore Drive, Coconut Grove, Florida 33133.
(2) As used in this table, "beneficial ownership" means the sole or shared power
to vote or direct the voting of a security, or the sole or shared power to
dispose, or direct the disposition, of a security. A person is deemed as of
any date to have beneficial ownership of any security that the person has
the right to acquire within 60 days after that date. For purposes of
computing the percentage of outstanding shares held by each person named
above, any security that the person has the right to acquire within 60 days
of the date of calculation is deemed to be outstanding, but is not deemed to
be outstanding for purposes of computing the percentage ownership of any
other person.
(3) Includes Class A Common Stock issuable upon the exercise of options that
the holder has the right to exercise within sixty days of the date of this
report and does not include shares issuable upon exercise of options that
have not yet vested.
(4) Includes 4,500 shares owned indirectly through Fraga Incorporated Profit
Sharing Plan (Mr. Garcia shares voting and investment power relating to
such shares with his brother) and 750 shares owned indirectly through Mr.
Juan Garcia's spouse (Mr. Garcia shares voting and investment power
relating to such shares with his spouse).
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<PAGE> 43
(5) Mr. Shrinsky holds his options for the benefit of his law firm, Kaye,
Scholer, Fierman, Hays & Handler, LLP.
(6) James L. Anderson has sole voting power with respect to 2,961,494 shares,
shared voting power with respect to 484,092 shares and sole dispositive
power with respect to 2,961,494 shares.
The Marcos and Sonya Rodriguez Family Trust has the right to receive
dividends relating to and the proceeds from the sale of 2,958,844 shares of
the Company's Class A Common Stock for which Mr. Anderson has sole voting
and dispositive power resulting from his serving as Trustee of such trust.
A company of which Mr. Anderson is president has the right to receive
dividends relating to and the proceeds from the sale of 484,092 shares of
the Company's Class A Common Stock for which Mr. Anderson has shared voting
power.
(7) The address of The Marcos and Sonya Rodriguez Family Trust is 8828 North
Stemmons Freeway, Suite 106, Dallas, Texas 75247.
(8) The address of James L. Anderson is 8828 North Stemmons Freeway, Suite 106,
Dallas, Texas 75247.
(9) The address of the Massachusetts Financial Services Company is 500 Boylston
Street, Boston, MA 02116.
(10) The address of the Janus Capital Corporation is 100 Fillmore Street,
Denver, CO 80206-4923.
(11) The address of Putnam Investments, Inc. is One Post Office Square, Boston,
MA 02109.
(12) The address of the TCW Group Inc. is 865 South Figueroa Street, Los
Angeles, CA 90017.
(13) Putnam Investments, Inc. ("Putnam") is a wholly-owned subsidiary of Marsh &
McLennan Companies, Inc. Putnam wholly owns two registered investment
advisers: Putnam Investment Management, Inc., which is the investment
adviser to the Putnam family of mutual funds and The Putnam Advisory
Company, Inc., ("PAC"), which is the investment adviser to Putnam's
institutional clients. Both subsidiaries have dispository power over the
shares as investment managers, but each of the mutual fund's trustees have
voting power over the shares held by each fund, and The Putnam Advisory
Company, Inc. has shared voting power over the shares held by the
institutional clients.
Putnam and PAC have shared voting power with respect to 192,273 shares.
(14) The Massachusetts Financial Services Company has sole voting power with
respect to 1,946,545 shares.
(15) We obtained this information from Form 13F Filed November 1, 2000.
(16) Mr. Pablo Raul Alarcon, Sr.'s shares are held in a Flint Trust with Mr.
Alarcan, Sr. as sole beneficiary.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Upon the completion of our initial public offering, we purchased an annuity
for $10.2 million from The Canada Life Assurance Company as a retirement vehicle
for the benefit of Mr. Alarcon, Sr., our Chairman Emeritus and a member of our
board of directors, and Mr. Grimalt, our Secretary Emeritus and a member of our
board of directors. Messrs. Alarcon, Sr. and Grimalt will receive annual
payments of approximately $700,000 and $300,000, respectively.
On February 2, 2000, SBS completed the sale of WVMQ-FM in Key West, Florida
and WZMQ-FM in Key Largo, Florida to South Broadcasting System, Inc., a company
owned by Mr. Pablo Raul Alarcon, Sr., our Chairman Emeritus and a member of our
board of directors, for total cash consideration of $0.7 million.
We lease a two-bedroom furnished condominium apartment in midtown Manhattan
from Mr. Alarcon, Jr., our Chief Executive Officer, President and Chairman of
the Board of Directors, for a monthly rent of $9,000. The lease commenced in
August 1987 and will expire in August 2007. During fiscal years 1999 and 1998,
we renovated the apartment and incurred approximately $0.2 million in renovation
expenses. We made no renovations in fiscal year 2000. Generally, the apartment
is used by Mr. Alarcon, Jr. while on SBS business in New York. We believe that
the lease for this apartment is at the market rate.
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<PAGE> 44
For the year ended September 26, 1999, SBS paid operating expenses
aggregating $0.1 million for a boat owned by CMQ Radio, an entity owned equally
by Messrs. Alarcon, Sr. and Alarcon, Jr. The boat was used by SBS for business
entertainment. For the year ended September 26, 1999, the amount paid by SBS for
our use of the boat owned by CMQ Radio was comparable to amounts we would have
paid had we leased the boat from an unaffiliated party. In November 1999, we
discontinued our arrangement with respect to this boat. We have not made any
further payments to CMQ Radio, Inc.
Effective July 1993, Messrs. Alarcon, Sr. and Alarcon, Jr. executed
promissory notes to SBS for the principal amounts of $0.5 million and $1.6
million, respectively. These promissory notes evidenced loans made by SBS to
Messrs. Alarcon, Sr. and Alarcon, Jr. over several prior years. The notes were
to mature in 2001 and bore interest at the rate of 6% percent per annum until
July 19, 1994 and after that at the lesser of 9% percent per annum or the prime
rate charged by the Chase Manhattan Bank, N.A. Interest on the unpaid principal
amount of the notes was payable annually. In December 1995, SBS exchanged these
promissory notes for amended and restated notes in the principal amounts of $0.6
million and $1.9 million due from Messrs. Alarcon, Sr. and Alarcon, Jr.,
respectively. The amended and restated notes bore interest at the rate of 6.36%
per annum, and mature on December 30, 2025, and the interest was payable in 30
equal annual installments of $43,570 and $143,158, respectively, on December
30th of each year starting December 30, 1996. As of September 26, 1999, $0.6
million and $1.9 million, plus accrued and unpaid interest of $0.1 million and
$0.4 million to date, was outstanding, respectively, on these promissory notes.
Upon completion of our initial public offering, Messrs. Alarcon, Sr. and
Alarcon, Jr. paid all remaining amounts outstanding under these notes using
their portion of the proceeds they received as selling stockholders in our
initial public offering.
In 1992, Messrs. Alarcon, Sr. and Alarcon, Jr. acquired a building in Coral
Gables, Florida, for the purpose of housing the studios of WCMQ-AM and WCMQ-FM.
In June 1992, Spanish Broadcasting System of Florida, Inc., a subsidiary of SBS,
entered into a 20-year net lease with Messrs. Alarcon, Sr. and Alarcon, Jr. for
the Coral Gables building which provides for a base monthly rent of $9,000.
Effective June 1, 1998, the lease on this building was assigned to SBS Realty
Corp., a realty management company owned by Messrs. Alarcon, Sr. and Alarcon,
Jr. This building currently houses the offices and studios of all of our Miami
stations. The lease on the stations' previous studios expired in October 1993,
was for less than half the space of the stations' present studios and had a
monthly rental of approximately $7,500. Based upon our prior lease for studio
space, we believe that the lease for the current studio is at market rates.
In 1992, Mr. Alarcon, Jr. and other investors organized Nuestra Telefonica,
Inc., a New York corporation, to operate long distance telephone service in
Spanish aimed at the Hispanic population in the markets served by our radio
stations. In February 1993, Nuestra Telefonica entered into an access agreement
with a common carrier and commenced operations. Nuestra Telefonica advertised
its Spanish-language long distance telephone service on our radio stations in
Los Angeles and New York and purchased this air time at standard station rates.
Since early 1994, Nuestra Telefonica has not utilized any air time on our radio
stations. As of September 26, 1999 Nuestra Telefonica owed SBS $0.4 million
related to unpaid air time and $0.3 million related to certain expenses paid by
SBS on Nuestra Telefonica's behalf. The amounts due were recorded on our books
as a receivable and due from related party asset, respectively. Mr. Alarcon, Jr.
personally guaranteed the payment of $0.5 million of Nuestra Telefonica's
obligations to SBS. Mr. Alarcon, Jr. is Nuestra Telefonica's Chairman and
majority shareholder. Joseph A. Garcia, our Executive Vice President and Chief
Financial Officer and Secretary, is Nuestra Telefonica's President and a
minority shareholder. Nuestra Telefonica is no longer an operating entity and,
therefore, upon the completion of our initial public offering on November 2,
1999, we forgave the loans and canceled the guarantees described above. The
unreserved portion of these receivables was written-off by SBS at September 26,
1999 and is included in our financial statements under the line item "Other
income (expense), net".
Mr. Grimalt's son is employed by SBS as an operations manager. He was paid
$129,419 and a bonus of $5,000 for the fiscal year ended September 24, 2000. As
part of his compensation we also paid the leasing costs for an automobile in the
amount of $8,028. Mr. Alarcon, Jr.'s uncle is currently employed by us as an
operations manager and his salary is $76,500.
41
<PAGE> 45
Roman Martinez IV, one of our directors, is a Managing Director for Lehman
Brothers Inc. which acts and acted as financial advisor to us in connection with
our financings and one of our acquisitions in fiscal year 2000. Jason L.
Shrinsky, one of our directors, is a partner of Kaye, Scholer, Fierman, Hays &
Handler, LLP, which firm has regularly represented us as our legal counsel and
will continue to do so. See "Item 10. Directors and Executive Officers of the
Registrant -- Committees of the Board of Directors." and "Item 12. Security
Ownership of Certain Beneficial Owners and Management."
On November 30, 2000, we loaned Luiz Diaz-Albertini, our Vice
President/Group Sales, $50,000 for which he signed a promissory note payable in
two years, but which is subject to forgiveness if Mr. Albertini meets certain
sales targets.
Our new corporate headquarters is located on the top floor of a 26-story
office building owned by Irradio Limited Partnership, a Florida partnership, for
which the general partner is Irradio Investment, Inc., a company wholly-owned by
Mr. Alarcon, Jr. As of December 1, 2000, we are leasing our office space under a
10-year lease, with the right to renew for two consecutive five-year terms. We
believe the monthly rent we pay for our new office space is below market value.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)1. Financial Statements
The following financial statements have been filed as required by Item 8 of
this report:
Independent Auditors' Report
Consolidated Balance Sheets as of September 26, 1999 and September 24,
2000
Consolidated Statements of Operations for each of the fiscal years in
the three-year period ended September 24, 2000
Consolidated Statements of Changes in Stockholders' Equity (Deficiency)
for each of the fiscal years in the three-year period ended September
24, 2000
Consolidated Statements of Cash Flows for each of the fiscal years in
the three-year period ended September 24, 2000
Notes to Consolidated Financial Statements
2. Financial Statement Schedule
The following financial statement schedule has been filed as required by
Item 8 of this report:
Financial Statement Schedule -- Valuation and Qualifying Accounts
42
<PAGE> 46
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report................................ F-2
Consolidated Balance Sheets as of September 26, 1999 and
September 24, 2000........................................ F-3
Consolidated Statements of Operations for each of the fiscal
years in the three-year period ended September 24, 2000... F-4
Consolidated Statements of Changes in Stockholders' Equity
(Deficiency) for each of the fiscal years in the
three-year period ended September 24, 2000................ F-5
Consolidated Statements of Cash Flows for each of the fiscal
years in the three-year period ended September 24, 2000... F-6
Notes to Consolidated Financial Statements.................. F-8
Financial Statement Schedule -- Valuation and Qualifying
Accounts.................................................. F-31
</TABLE>
F-1
<PAGE> 47
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Spanish Broadcasting System, Inc.:
We have audited the consolidated financial statements of Spanish Broadcasting
System, Inc. and subsidiaries as listed in the accompanying index. In connection
with our audits of the consolidated financial statements, we have also audited
the financial statement schedule as listed in the accompanying index. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Spanish Broadcasting
System, Inc. and subsidiaries as of September 26, 1999 and September 24, 2000,
and the results of their operations and their cash flows for each of the fiscal
years in the three-year period ended September 24, 2000, in conformity with
accounting principles generally accepted in the United States of America. Also,
in our opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
/s/ KPMG LLP
Miami, Florida
December 8, 2000
F-2
<PAGE> 48
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 26, 1999 AND SEPTEMBER 24, 2000
<TABLE>
<CAPTION>
SEPTEMBER 26, SEPTEMBER 24,
1999 2000
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 16,974,650 59,558,929
Receivables:
Trade................................................... 26,006,007 30,986,110
Barter.................................................. 2,260,217 2,360,184
------------ ------------
28,266,224 33,346,294
Less allowance for doubtful accounts........................ 6,365,959 8,082,275
------------ ------------
Net receivables....................................... 21,900,265 25,264,019
Other current assets........................................ 2,194,387 3,862,182
------------ ------------
Total current assets................................ 41,069,302 88,685,130
Property and equipment, net................................. 14,777,703 21,675,239
Intangible assets, net of accumulated amortization of
$35,654,956 in 1999 and $46,280,239 in 2000............... 301,454,059 513,357,655
Deferred financing costs, net of accumulated amortization of
$5,815,931 in 1999 and $910,897 in 2000................... 6,228,716 10,794,733
Deferred offering costs..................................... 1,965,551 --
Other assets................................................ 185,190 178,066
------------ ------------
$365,680,521 634,690,823
============ ============
LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY
Current liabilities:
Current portion of other long-term debt................... $ 1,800,572 171,262
Accounts payable and accrued expenses..................... 11,831,145 13,984,267
Accrued interest.......................................... 3,941,088 11,032,889
Deferred commitment fee................................... 2,348,931 2,158,850
Dividends payable......................................... 1,323,018 --
------------ ------------
Total current liabilities........................... 21,244,754 27,347,268
12 1/2% Senior unsecured notes due 2002, net of unamortized
discount of $1,630,076 in 1999 and $0 in 2000............. 92,262,924 100,000
11% Senior unsecured notes due 2004......................... 75,000,000 --
9 5/8% Senior subordinated notes due 2009................... -- 235,000,000
Senior credit facilities term loan due 2006................. -- 65,000,000
Other long-term debt, less current portion.................. 3,422,341 4,392,302
Deferred income taxes....................................... 12,954,515 28,386,169
Redeemable Preferred Stock:
14 1/4% Series A Senior Exchangeable Preferred Stock, $.01
par value. Authorized 1,000,000 shares, issued and
outstanding 245,815 shares (liquidation value
$245,815,000) in 1999 and none outstanding in 2000...... 235,918,055 --
Stockholders' (deficiency) equity:
Class A common stock, $.0001 par value. Authorized
100,000,000 shares; none issued and outstanding in 1999;
32,399,760 shares issued and outstanding in 2000........ -- 3,240
Class B common stock, $.0001 par value. Authorized
50,000,000 shares; issued and outstanding 39,448,550
shares in 1999 and 27,816,900 shares in 2000............ 3,945 2,782
Additional paid-in capital................................ 6,869,241 392,972,851
Accumulated deficit....................................... (79,535,846) (118,513,789)
------------ ------------
(72,662,660) 274,465,084
Less loans receivable from stockholders................... (2,459,408) --
------------ ------------
Total stockholders' (deficiency) equity............. (75,122,068) 274,465,084
------------ ------------
Commitments and contingencies (notes 14, 15, 18 and 19)
$365,680,521 634,690,823
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE> 49
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FISCAL YEARS ENDED SEPTEMBER 27, 1998,
SEPTEMBER 26, 1999 AND SEPTEMBER 24, 2000
<TABLE>
<CAPTION>
FISCAL YEARS
-------------------------------------------
1998 1999 2000
------------ ------------ -----------
<S> <C> <C> <C>
Gross revenues..................................... $ 86,766,158 111,233,463 141,468,330
Less agency commissions............................ 10,623,062 13,882,877 18,799,915
------------ ----------- -----------
Net revenues................................ 76,143,096 97,350,586 122,668,415
------------ ----------- -----------
Operating expenses:
Engineering...................................... 1,924,744 2,222,605 2,509,325
Programming...................................... 8,462,258 10,120,338 14,982,656
Selling.......................................... 18,574,529 22,015,346 25,829,058
General and administrative....................... 10,558,965 10,260,931 14,234,399
Corporate expenses............................... 6,892,705 10,636,435 20,730,382
Depreciation and amortization.................... 8,876,876 9,905,574 13,125,734
------------ ----------- -----------
55,290,077 65,161,229 91,411,554
------------ ----------- -----------
Operating income.............................. 20,853,019 32,189,357 31,256,861
Other income (expense):
Interest expense, net............................ (20,860,210) (21,178,164) (19,495,083)
Other, net....................................... (213,239) (748,898) (356,894)
Gain on sale of stations......................... 36,241,947 -- 54,963
------------ ----------- -----------
Income before income taxes and extraordinary
item........................................ 36,021,517 10,262,295 11,459,847
Income tax expense................................. 15,624,032 4,444,919 4,914,479
------------ ----------- -----------
Income before extraordinary item................... 20,397,485 5,817,376 6,545,368
Extraordinary item -- loss on extinguishment of
debt, net of income taxes of $1,075,149 in 1998
and $11,433,945 in 2000.......................... (1,612,723) -- (17,150,918)
------------ ----------- -----------
Net income (loss)........................... $ 18,784,762 5,817,376 (10,605,550)
============ =========== ===========
Net loss applicable to common stockholders [note
2(n)]............................................ $(11,484,845) (28,931,410) (38,977,943)
============ =========== ===========
Basic and diluted loss per common share:
Net loss per common share before extraordinary
item.......................................... $ (0.33) (0.86) (0.38)
Net loss per common share for extraordinary
item.......................................... (0.05) -- (0.29)
------------ ----------- -----------
Net loss per common share........................ $ (0.38) (0.86) (0.67)
============ =========== ===========
Weighted average common shares outstanding (basic
and diluted).................................. 30,333,400 33,584,576 58,162,671
============ =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE> 50
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIENCY) EQUITY
FISCAL YEARS ENDED SEPTEMBER 27, 1998,
SEPTEMBER 26, 1999 AND SEPTEMBER 24, 2000
<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK
-------------------- ------------------- ADDITIONAL
NUMBER PAR NUMBER PAR PAID-IN ACCUMULATED
OF SHARES VALUE OF SHARES VALUE CAPITAL DEFICIT
---------- ------- ---------- ------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at September 28, 1997........................... -- $ -- 30,333,400 $3,033 6,593,506 (35,119,184)
Preferred stock dividends............................... -- -- -- -- -- (27,717,142)
Accretion of preferred stock............................ -- -- -- -- -- (2,552,465)
Decrease in loans receivable from stockholders.......... -- -- -- -- -- --
Cash dividends on common stock.......................... -- -- -- -- -- (3,726,579)
Issuance of warrants as dividends....................... -- -- -- -- 273,828 (273,828)
Net income.............................................. -- -- -- -- -- 18,784,762
---------- ------ ---------- ------ ----------- ------------
Balance at September 27, 1998........................... -- -- 30,333,400 3,033 6,867,334 (50,604,436)
Preferred stock dividends............................... -- -- -- -- -- (31,755,475)
Accretion of preferred stock............................ -- -- -- -- -- (2,993,311)
Exercised warrants for common stock..................... -- -- 9,115,150 912 1,907 --
Net income.............................................. -- -- -- -- -- 5,817,376
---------- ------ ---------- ------ ----------- ------------
Balance at September 26, 1999........................... -- -- 39,448,550 3,945 6,869,241 (79,535,846)
---------- ------ ---------- ------ ----------- ------------
Issuance of common stock for initial public offering,
net of expenses....................................... 25,731,210 2,573 (4,963,100) (496) 386,103,610 --
Conversion of Class B common stock to Class A common
stock................................................. 6,668,550 667 (6,668,550) (667) -- --
Preferred stock dividends............................... -- -- -- -- -- (18,475,448)
Accretion of preferred stock............................ -- -- -- -- -- (9,896,945)
Repayment of stockholder note receivable................ -- -- -- -- -- --
Net loss................................................ -- -- -- -- -- (10,605,550)
---------- ------ ---------- ------ ----------- ------------
Balance at September 24, 2000........................... 32,399,760 $3,240 27,816,900 $2,782 392,972,851 (118,513,789)
========== ====== ========== ====== =========== ============
<CAPTION>
LESS: LOANS
RECEIVABLE TOTAL
FROM STOCKHOLDERS'
STOCKHOLDERS DEFICIENCY
------------ -------------
<S> <C> <C>
Balance at September 28, 1997........................... (3,524,466) (32,047,111)
Preferred stock dividends............................... -- (27,717,142)
Accretion of preferred stock............................ -- (2,552,465)
Decrease in loans receivable from stockholders.......... 14,827 14,827
Cash dividends on common stock.......................... 1,050,231 (2,676,348)
Issuance of warrants as dividends....................... -- --
Net income.............................................. -- 18,784,762
---------- -----------
Balance at September 27, 1998........................... (2,459,408) (46,193,477)
Preferred stock dividends............................... -- (31,755,475)
Accretion of preferred stock............................ -- (2,993,311)
Exercised warrants for common stock..................... -- 2,819
Net income.............................................. -- 5,817,376
---------- -----------
Balance at September 26, 1999........................... (2,459,408) (75,122,068)
---------- -----------
Issuance of common stock for initial public offering,
net of expenses....................................... -- 386,105,687
Conversion of Class B common stock to Class A common
stock................................................. -- --
Preferred stock dividends............................... -- (18,475,448)
Accretion of preferred stock............................ -- (9,896,945)
Repayment of stockholder note receivable................ 2,459,408 2,459,408
Net loss................................................ -- (10,605,550)
---------- -----------
Balance at September 24, 2000........................... -- 274,465,084
========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE> 51
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FISCAL YEARS ENDED SEPTEMBER 27, 1998,
SEPTEMBER 26, 1999 AND SEPTEMBER 24, 2000
<TABLE>
<CAPTION>
FISCAL YEARS
-------------------------------------------
1998 1999 2000
------------ ----------- ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)............................... $ 18,784,762 5,817,376 (10,605,550)
------------ ----------- ------------
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Loss on extinguishment of debt............... 2,687,872 -- 28,584,863
Gain on sale of radio stations............... (36,241,947) -- (54,963)
Depreciation and amortization................ 8,876,876 9,905,574 13,125,734
Provision for doubtful accounts.............. 2,634,509 1,670,438 4,077,047
Amortization of debt discount................ 658,297 594,459 61,295
Amortization of deferred financing costs..... 1,555,016 1,601,594 1,068,912
Write-down of fixed assets................... -- 451,048 --
Write-off of amounts due from related
party...................................... -- 289,869 --
Accretion of interest to principal on other
long-term debt............................. 307,200 313,037 151,440
Deferred income taxes........................ 12,748,883 3,879,919 (6,769,466)
Changes in operating assets and liabilities:
Increase in receivables.................... (4,112,373) (6,980,861) (4,940,801)
Increase in other current assets........... (412,678) (371,803) (2,796,795)
Decrease in other assets................... 80,483 24,111 7,124
Increase (decrease) in accounts payable and
accrued expenses........................ 3,361,411 3,042,312 (138,448)
(Decrease) increase in accrued interest.... (595,539) -- 7,091,801
Increase (decrease) in deferred commitment
fee..................................... 590,201 544,548 (190,081)
------------ ----------- ------------
Total adjustments....................... (7,861,789) 14,964,245 39,277,662
------------ ----------- ------------
Net cash provided by operating
activities............................ 10,922,973 20,781,621 28,672,112
------------ ----------- ------------
Cash flows from investing activities:
Proceeds from sale of radio stations, net of
disposal costs of $838,167 in 1998 and $9,696
in 2000...................................... 43,161,833 -- 690,304
Additions to property and equipment............. (1,644,533) (2,099,507) (3,792,828)
Acquisition of radio stations, net of cash
acquired of $1,047,739 in 2000............... (9,327,713) (26,284,504) (80,826,429)
Advances on purchase price of radio stations.... -- (10,000,000) (121,121,260)
------------ ----------- ------------
Net cash provided by (used in) investing
activities............................ 32,189,587 (38,384,011) (205,050,213)
------------ ----------- ------------
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE> 52
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FISCAL YEARS ENDED SEPTEMBER 27, 1998,
SEPTEMBER 26, 1999 AND SEPTEMBER 24, 2000
<TABLE>
<CAPTION>
FISCAL YEARS
-------------------------------------------
1998 1999 2000
------------ ----------- ------------
<S> <C> <C> <C>
Cash flows from financing activities:
Dividends on common stock....................... $ (2,676,348) -- --
Retirement of Senior unsecured notes............ (15,055,055) -- (190,295,268)
Retirement of Series A senior exchangable
preferred stock.............................. -- -- (265,613,466)
Proceeds from Class A common stock.............. -- -- 388,071,238
Exercise of warrants............................ -- 2,819 --
Repayments of debt, including accrued
interest..................................... (41,521) (548,125) (4,510,790)
Proceeds from senior notes, net of financing
costs of $8,503,260.......................... -- -- 227,051,070
Proceeds from senior credit facilities, net of
financing costs of $3,199,812................ -- -- 61,800,188
Increase in deferred financing costs............ -- (554,330) --
Increase in deferred offering costs............. -- (1,965,551) --
Repayments of loans receivable from
stockholders................................. 14,827 -- 2,459,408
------------ ----------- ------------
Net cash (used in) provided by financing
activities.............................. (17,758,097) (3,065,187) 218,962,380
------------ ----------- ------------
Net increase (decrease) in cash and cash
equivalents............................. 25,354,463 (20,667,577) 42,584,279
Cash and cash equivalents at beginning of
period.......................................... 12,287,764 37,642,227 16,974,650
------------ ----------- ------------
Cash and cash equivalents at end of period........ $ 37,642,227 16,974,650 59,558,929
============ =========== ============
Supplemental cash flow information:
Interest paid during the period................. $ 20,561,613 20,540,882 17,407,591
============ =========== ============
Income taxes paid during the period............. $ 1,787,191 1,166,846 2,407,797
============ =========== ============
Noncash investing and financing activities:
Dividends declared on preferred stock........... $ 27,717,142 31,755,475 --
============ =========== ============
Issuance of preferred stock as payment of
preferred stock dividends.................... $(27,553,543) (31,556,817) --
============ =========== ============
Issuance of warrants as payment of dividends.... $ 273,828 -- --
============ =========== ============
Issuance of note as payment towards purchase
price of JuJu Media, Inc..................... $ -- 1,000,000 --
============ =========== ============
Issuance of note as payment towards purchase
price of building............................ $ -- -- 3,700,000
============ =========== ============
Deferred tax liability recorded for difference
in assigned values and tax bases of radio
stations acquired............................ $ -- -- 22,201,120
============ =========== ============
Repayment of stockholder loan and accrued
interest through dividend withholding........ $ 1,098,368 -- --
============ =========== ============
</TABLE>
See accompanying notes to consolidated financial statements.
F-7
<PAGE> 53
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 26, 1999 AND SEPTEMBER 24, 2000
(1) ORGANIZATION AND NATURE OF BUSINESS
Spanish Broadcasting System, Inc., a Delaware corporation, and subsidiaries
(the "Company") owns and operates nineteen Spanish-language radio stations
serving the New York, Puerto Rico, Miami, Chicago, San Antonio and Los Angeles
markets through its subsidiaries, SBS of Greater New York, Inc., Spanish
Broadcasting System of Florida, Inc., Spanish Broadcasting System of California,
Inc., Spanish Broadcasting System of Greater Miami, Inc., Spanish Broadcasting
System of San Antonio, Inc., Spanish Broadcasting System of Illinois, Inc. and
Spanish Broadcasting System of Puerto Rico, Inc., a Puerto Rico corporation.
Additionally, the Company's other subsidiaries include Spanish Broadcasting
System, Inc., a New Jersey corporation, Spanish Broadcasting System of Puerto
Rico, Inc., a Delaware corporation, SBS Funding, Inc., a Delaware corporation,
JuJu Media, Inc., a New York corporation, Alarcon Holdings, Inc. ("Alarcon"),
Spanish Broadcasting System Network, Inc. ("SBS Network") and SBS Promotions,
Inc. ("SBS Promotions"). Alarcon owns and operates the building where the
Company's New York offices are located. SBS Network and SBS Promotions are
currently dormant. SBS Network was formerly the Company's exclusive agency
representative for national advertising sales. SBS Promotions formerly performed
promotional services for the Company's radio stations.
Additionally, the Company operates six Spanish-language radio stations
serving the Dallas, San Antonio, Los Angeles, and San Francisco markets under
various time brokerage agreements (see note 3).
The domestic broadcasting industry is subject to extensive federal
regulation which, among other things, requires approval by the Federal
Communications Commission ("FCC") for the issuance, renewal, transfer and
assignment of broadcasting station operating licenses and limits the number of
broadcasting properties the Company may acquire. The Company operates in the
domestic radio broadcasting industry which is subject to extensive and changing
regulation by the FCC.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS
(a) Basis of Presentation
The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany balances and transactions
have been eliminated in consolidation.
Certain of the Company's subsidiaries (hereinafter referred to in this
paragraph collectively as "Subsidiary Guarantors") have guaranteed the Company's
senior notes referred to in note 8 on a joint and several basis. The Company has
not included separate financial statements of the Subsidiary Guarantors because
(i) all of the Subsidiary Guarantors are wholly owned subsidiaries of the
Company, and (ii) the guarantees issued by the Subsidiary Guarantors are full
and unconditional. The Company has not included separate parent-only financial
statements since the parent is a holding company with no independent assets or
F-8
<PAGE> 54
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
operations other than its investments in its subsidiaries. Condensed
consolidating unaudited financial information for the Company and its guarantor
and non-guarantor subsidiaries is as follows:
<TABLE>
<CAPTION>
PARENT AND
GUARANTOR NON-GUARANTOR
CONDENSED CONSOLIDATING BALANCE SHEET SUBSIDIARIES SUBSIDIARIES ELIMINATIONS TOTAL
------------------------------------- ------------ ------------- ------------ -------------
AS OF SEPTEMBER 24, 2000
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash and cash equivalents.......... $ 59,237,041 321,888 -- 59,558,929
Receivables, net................... 23,718,499 1,545,520 -- 25,264,019
Other current assets............... 3,315,263 546,919 -- 3,862,182
------------ ------------ ------------ -------------
Current assets................ 86,270,803 2,414,327 -- 88,685,130
Property and equipment, net........ 14,183,896 7,491,343 -- 21,675,239
Intangible assets, net............. 401,347,908 112,009,747 -- 513,357,655
Deferred financing costs, net...... 10,792,176 2,557 -- 10,794,733
Investment in subsidiaries
and intercompany................. 97,597,926 (2,905,659) (94,692,267) --
Other assets....................... 178,683 (617) -- 178,066
------------ ------------ ------------ -------------
Total assets.................. $610,371,392 119,011,698 (94,692,267) 634,690,823
============ ============ ============ =============
Current portion of long-term debt... 53,805 117,457 -- 171,262
Accounts payable and accrued
expenses......................... 11,624,801 2,359,466 -- 13,984,267
Accrued interest................... 11,032,889 -- -- 11,032,889
Deferred commitment fee............ 2,158,850 -- -- 2,158,850
------------ ------------ ------------ -------------
Current liabilities.............. 24,870,345 2,476,923 -- 27,347,268
Long-term debt..................... 300,937,384 3,554,918 -- 304,492,302
Deferred income taxes.............. 6,185,049 22,201,120 -- 28,386,169
------------ ------------ ------------ -------------
Total liabilities............. 331,993,898 28,231,841 -- 360,225,739
Common stock....................... 6,022 1,000 (1,000) 6,022
Additional paid-in capital......... 392,972,851 94,691,267 (94,691,267) 392,972,851
Accumulated deficit................ (114,601,379) (3,912,410) -- (118,513,789)
------------ ------------ ------------ -------------
Stockholders' equity.......... 278,377,494 90,779,857 (94,692,267) 274,465,084
------------ ------------ ------------ -------------
Total liabilities and
stockholders' equity........ $610,371,392 119,011,698 (94,692,267) 634,690,823
============ ============ ============ =============
</TABLE>
F-9
<PAGE> 55
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
PARENT AND
GUARANTOR NON-GUARANTOR
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS SUBSIDIARIES SUBSIDIARIES ELIMINATIONS TOTAL
----------------------------------------------- ------------- ------------- ------------ ------------
FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2000
-----------------------------------------------------------
<S> <C> <C> <C> <C>
Net broadcasting revenues................... $ 113,882,012 8,786,403 -- 122,668,415
Station operating expenses.................. 48,683,056 8,872,382 -- 57,555,438
Corporate expenses.......................... 20,730,382 -- -- 20,730,382
Depreciation and amortization............... 10,138,825 2,986,909 -- 13,125,734
------------- ---------- -- ------------
Operating income....................... 34,330,109 (3,072,248) -- 31,256,861
Interest income (expense), net.............. (19,433,521) (61,562) -- (19,495,083)
Other income (expense), net................. (184,871) (117,060) -- (301,931)
Income tax expense (benefit)................ 4,859,281 55,198 -- 4,914,479
Extraordinary item, net of income taxes..... (17,150,918) -- -- (17,150,918)
------------- ---------- -- ------------
Net income (loss)...................... $ (7,298,482) (3,307,068) -- (10,605,550)
============= ========== == ============
</TABLE>
<TABLE>
<CAPTION>
PARENT AND
GUARANTOR NON-GUARANTOR
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS SUBSIDIARIES SUBSIDIARIES ELIMINATIONS TOTAL
----------------------------------------------- ------------- ------------- ------------ ------------
FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2000
-----------------------------------------------------------
<S> <C> <C> <C> <C>
Cash flows from operating activities........ $ 26,750,856 1,921,256 -- 28,672,112
============= ========== == ============
Cash flows from investing activities........ $(203,058,672) (1,991,541) -- (205,050,213)
============= ========== == ============
Cash flows from financing activities........ $ 218,122,649 839,731 -- 218,962,380
============= ========== == ============
</TABLE>
The Company's fiscal year is the 52-week or 53-week period which ends on
the last Sunday of September.
(b) Revenue Recognition
Revenues are recognized when advertisements are aired.
(c) Property and Equipment
Property and equipment are stated at cost. The Company depreciates the cost
of its property and equipment using the straight-line method over the respective
estimated useful lives. Leasehold improvements are amortized on a straight-line
basis over the shorter of the remaining life of the lease or the useful life of
the improvements.
(d) Long-Lived Assets
The Company follows the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of." SFAS No. 121 requires that
long-lived assets and certain identifiable intangibles to be held and used or
disposed of by an entity be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. See note 6 for impairment losses related to fixed assets.
F-10
<PAGE> 56
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(e) Intangible Assets
Intangible assets primarily represent the portion of the purchase price of
station acquisitions allocated to FCC licenses of those stations and are
amortized on a straight-line basis over 40 years, based on the industry practice
of renewing FCC licenses periodically, and other intangible assets, including
goodwill, which are being amortized on a straight-line basis over the respective
estimated useful lives. The Company periodically assesses the recoverability of
the carrying amount of intangible assets, including goodwill, as well as the
amortization period to determine whether current events or circumstances warrant
adjustments to the carrying value and/or revised estimates of useful lives. This
evaluation consists of the projection of undiscounted cash flows for each of the
Company's radio stations over the remaining amortization periods of the related
intangible assets. If such projections indicate that undiscounted cash flows are
not expected to be adequate to recover the carrying amounts of the related
intangible assets, a loss is recognized to the extent the carrying amount of the
asset exceeds its fair value. At this time, the Company believes that no
significant impairment of its intangible assets, including goodwill, has
occurred and that no reduction of the estimated useful lives is warranted. This
assessment will be impacted if such projections are not achieved.
(f) Deferred Financing Costs
Deferred financing costs relate to the refinancing of the Company's debt in
October 1999 (see note 8) and additional debt financing obtained in July 2000
(see note 10).
Deferred financing costs are being amortized using a method which
approximates the effective-interest method over the respective lives of the
related indebtedness.
(g) Barter Transactions
Barter transactions represent advertising time exchanged for promotional
items, advertising, supplies, equipment and services. Revenues from barter
transactions are recognized as income when advertisements are broadcast.
Expenses are recognized when goods or services are received or used. The Company
records barter transactions at the fair value of goods or services received or
advertising surrendered, whichever is more readily determinable.
During fiscal 2000, the Company entered into a barter transaction with an
Internet Service Provider ("ISP") whereby the ISP will provide a guaranteed
minimum of impressions to the Company on the ISP's networks over a two-year
period in exchange for advertising time on certain of the Company's stations,
with an aggregate fair value of $19.7 million at the date of the transaction.
Unearned revenue related to this transaction consists of the excess of the
aggregate fair value of impressions delivered by the ISP, over the aggregate
fair value of advertising time delivered by the Company. The total amount of
unearned revenue related to this transaction at September 24, 2000 is $0.2
million, and is included in accounts payable and accrued expenses in the
accompanying consolidated balance sheets.
(h) Cash Equivalents
Cash equivalents, consisting primarily of interest-bearing money market
accounts and certificates of deposits which have an original maturity date of
less than three months, totaled approximately $17.0 million and $59.6 million at
September 26, 1999 and September 24, 2000, respectively.
(i) Income Taxes
The Company files a consolidated federal income tax return with its
subsidiaries. The Company accounts for income taxes under the asset and
liability method. Deferred tax assets and liabilities are recognized for the
F-11
<PAGE> 57
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
future tax consequences attributable to temporary differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
(j) Advertising Costs
The Company incurs various marketing and promotional costs to add and
maintain listenership. These costs are charged to expense in the period
incurred.
(k) Deferred Commitment Fee
On December 30, 1996, the Company entered into an agreement with a national
advertising agency (the "Agency") whereby the Agency would serve as the
Company's exclusive sales representative for all national sales for a seven-year
period. Pursuant to this agreement, the Agency agreed to pay a commitment fee of
$5.1 million to the Company, of which $1.0 million was paid upon execution of
the agreement and $4.1 million was to be remitted on a monthly basis over a
three-year period, through January 2000. During fiscal year 2000, the Agency
revised its agreement with the Company to reduce the total commitment fee to
$5.0 million. The commitment fee is recognized on a straight-line basis over the
seven-year contractual term of the arrangement as a reduction of Agency
commissions. Deferred commitment fee represents the excess of payments received
from the Agency over the amount recognized.
(l) 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.
(m) Concentration of Risk
All of the Company's business is conducted in the New York, Florida,
California, Illinois, Texas, and Puerto Rico markets. Net revenue earned from
radio stations in these markets as a percentage of total revenue for the fiscal
years ended September 27, 1998, September 26, 1999 and September 24, 2000 is as
follows:
<TABLE>
<CAPTION>
1998 1999 2000
---- ---- ----
<S> <C> <C> <C>
New York................................................ 44% 44% 40%
Florida................................................. 28% 24% 21%
California.............................................. 17% 17% 12%
Illinois................................................ 11% 11% 12%
Texas................................................... -- 2% 4%
Puerto Rico............................................. -- 2% 11%
--- --- ---
100% 100% 100%
=== === ===
</TABLE>
The increase in market concentration risk in Puerto Rico in fiscal 2000
results from the acquisitions of WCMA, WMEG, and WEGM in fiscal 1999 and
WIOA-FM, WIOB-FM, WIOC-FM, WCOM-FM, WZMT-FM, WZNT-FM, WOYE-FM, and WCTA-FM in
fiscal 2000 as discussed in note 3.
F-12
<PAGE> 58
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(n) Basic and Diluted Net Loss Per Common Share
The Company has presented net loss per common share pursuant to SFAS No.
128, "Earnings Per Share," and the Securities and Exchange Commission Staff
Accounting Bulletin No. 98.
In accordance with Securities and Exchange Commission ("SEC") Staff
Accounting Bulletin No. 98, certain common stock and common stock equivalents
issued for nominal consideration prior to the initial filing of a registration
statement relating to an initial public offering are treated as outstanding for
the entire period. The Company had no nominal issuances during this period.
Basic net loss per common share was computed by dividing net loss by the
weighted average number of shares of common stock outstanding for each period
presented. Diluted net loss per common share is computed by giving effect to
common stock equivalents as if they were outstanding for the entire period.
Common stock equivalents were not considered for the years presented since their
effect would be antidilutive. Common stock equivalents of 8,798,612 and 220,123
in fiscal 1998 and 2000, respectively, related to warrants outstanding (see note
9) and outstanding stock options (see note 13), respectively. There were no
common stock equivalents outstanding at September 26, 1999.
<TABLE>
<CAPTION>
1998 1999 2000
------------ ----------- -----------
<S> <C> <C> <C>
Income (loss) before extraordinary item.... $ 20,397,485 5,817,376 6,545,368
Less accretion of preferred stock.......... 2,552,465 2,993,311 9,896,945
Less dividends on preferred stock.......... 27,717,142 31,755,475 18,475,448
------------ ----------- -----------
Loss before extraordinary item............. (9,872,122) (28,931,410) (21,827,025)
Extraordinary item......................... (1,612,723) -- (17,150,918)
------------ ----------- -----------
Net loss applicable to common
Stockholders............................. $(11,484,845) (28,931,410) (38,977,943)
============ =========== ===========
Weighted average common shares outstanding
(basic and diluted)...................... 30,333,400 33,584,576 58,162,671
============ =========== ===========
Basic and diluted loss per common share
Net loss per common share before
extraordinary item....................... $ (0.33) (0.86) (0.38)
Net loss per common share for extraordinary
item..................................... (0.05) -- (0.29)
------------ ----------- -----------
Net loss per common share.................. $ (0.38) (0.86) (0.67)
============ =========== ===========
</TABLE>
(o) Fair Value of Financial Instruments
SFAS No. 107, "Disclosures About Fair Value of Financial Instruments,"
requires disclosure of fair value of certain financial instruments. Cash and
cash equivalents, receivables, other current assets and due from related party,
as well as accounts payable, accrued expenses and other current liabilities, as
reflected in the consolidated financial statements, approximate fair value
because of the short-term maturity of these instruments. The estimated fair
value of the Company's other long-term debt instruments approximate the carrying
amount as the interest rates approximate the Company's current borrowing rate
for similar debt instruments of comparable maturity.
Fair value estimates are made at a specific point in time, based on
relevant market information and information about the financial instrument.
These estimates are subjective in nature and involve uncertainties and matters
of significant judgment and therefore cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.
F-13
<PAGE> 59
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The estimated fair value of the Company's senior notes and preferred stock
is as follows (in millions):
<TABLE>
<CAPTION>
1999 2000
----------------- -----------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ----- -------- -----
<S> <C> <C> <C> <C>
12 1/2% Senior unsecured notes................... $ 92.3 102.5 0.1 0.1
11% Senior unsecured notes....................... 75.0 81.4 -- --
14 1/4% Series A senior exchangeable preferred
stock.......................................... 235.9 258.4 -- --
9 5/8% Senior subordinated notes................. -- -- 235.0 233.2
</TABLE>
The fair value estimates of the senior notes and preferred stock were based
upon quotes from major financial institutions taking into consideration current
rates offered to the Company for debt instruments of the same remaining
maturities.
(p) Redeemable Preferred Stock
Redeemable preferred stock is stated at redemption value less the
unamortized discount. The discount is accreted into the carrying value of the
preferred stock through the date at which the preferred stock is mandatorily
redeemable with a charge to accumulated deficit using the effective-interest
method. During fiscal year 2000, the Company redeemed its redeemable preferred
stock and accreted the remaining original issue discount with a charge to
accumulated deficit (see note 8).
(q) Stock Option Plans
The Company accounts for its stock option plans in accordance with the
provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations. As such,
compensation expense would be recorded on the date of grant only if the current
market price of the underlying stock exceeded the exercise price. SFAS No. 123,
"Accounting for Stock-based Compensation," permits entities to recognize as
expense over the vesting period the fair value of all stock-based awards on the
date of grant. Alternatively, SFAS No. 123 also allows entities to continue to
apply the provisions of APB Opinion No. 25 and provide pro forma net loss and
pro forma net loss per share disclosures for employee stock option grants made
as if the fair-value-based method defined in SFAS No. 123 had been applied. The
Company has elected to apply the provisions of APB Opinion No. 25 and provide
the pro forma disclosures of SFAS No. 123.
(r) Reclassification
Certain prior year amounts have been reclassified to conform with the
current year presentation.
(s) Segment Reporting
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," establishes standards for the way public business enterprises
report information about operating segments in annual financial statements and
requires those enterprises to report selected information about operating
segments in interim financial reports issued to shareholders. SFAS No. 131 is
effective for financial statements for periods beginning after December 15,
1997. The adoption of SFAS No. 131 did not have a significant impact on the
Company's financial reporting as of and for each of the fiscal years in the
three-year period ended September 24, 2000, since the Company believes it has
only one reportable segment.
F-14
<PAGE> 60
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(3) ACQUISITIONS
On May 13, 1998, the Company acquired the FCC broadcast license and
substantially all of the assets used or useful in the operation of radio station
KRIO-FM serving the San Antonio area for $9.2 million, plus closing costs of
$0.1 million. The Company financed this purchase from cash on hand and from
operations. The Company subsequently changed the call letters to KLEY-FM. The
aforementioned acquisition was not deemed material in fiscal 1998 for financial
pro forma presentation purposes.
On December 1, 1998, the Company acquired from Pan Caribbean Broadcasting
Corporation the FCC broadcast license and substantially all of the assets of
WCMA-FM (formerly WDOY-FM) in Puerto Rico for $8.3 million. The acquisition of
WCMA-FM was financed from cash on hand and cash from operations.
On April 26, 1999, the Company acquired 80 percent of the issued and
outstanding capital stock of JuJu Media, Inc., the owner and operator of
LaMusica.com, an Internet web site and "portal" targeting the U.S. hispanic
market, for $2.0 million in cash and the issuance of a promissory note for $1.0
million.
On April 30, 1999, the Company acquired the FCC broadcast licenses and
substantially all of the assets used or useful in the operation of WMEG-FM and
WEGM-FM, in Puerto Rico for $16.0 million. The Company financed this purchase
from cash on hand and cash from operations.
On September 22, 1999, Spanish Broadcasting System of Puerto Rico, Inc., a
Delaware corporation, a wholly owned subsidiary of the Company, entered into a
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.,
WOQI, Inc. (the "Primedia Station Group"). The Primedia Station Group owns and
operates eight radio stations in Puerto Rico: WIOA-FM, WIOB-FM, WIOC-FM,
WCOM-FM, WZMT-FM, WZNT-FM, WOYE-FM, and WCTA-FM. On January 14, 2000, the
Company completed the purchase from AMFM of all of the outstanding capital stock
of the Primedia Station Group for total cash consideration of $90.8 million (net
of $1.0 million cash acquired), including a $10.0 million deposit that was made
on September 22, 1999 and closing costs of $0.7 million. This acquisition was
financed from cash on hand.
The allocation of the purchase price for the Primedia Station Group was
based on the relative fair values of the assets and liabilities acquired on
January 14, 2000, as follows:
<TABLE>
<S> <C>
Account receivable.......................................... 2,500,000
Prepaid expenses and other.................................. 150,000
Property and equipment...................................... 2,200,000
FCC licenses................................................ 89,546,999
Goodwill.................................................... 22,201,120
Accounts payable and accrued expenses....................... (2,291,570)
Income taxes payable........................................ (1,279,000)
Deferred taxes payable...................................... (22,201,120)
------------
$ 90,826,429
============
</TABLE>
The following unaudited pro forma summary presents the consolidated results
of operations as if the acquisition of the Primedia Station Group had occurred
as of the beginning of fiscal 1999 and 2000, respectively after giving effect to
certain adjustments, including amortization of intangible assets. These pro
forma results have been prepared for comparative purposes only and do not
purport to be indicative of what
F-15
<PAGE> 61
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
would have occurred had the acquisitions been made as of those dates or of
results which may occur in the future.
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
PRO FORMA DISCLOSURES SEPTEMBER 26, 1999 SEPTEMBER 24, 2000
--------------------- ------------------ ------------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Net revenues............................... $111,725,000 $126,589,000
Income before extraordinary item........... 3,499,000 6,813,000
Net loss applicable to common
stockholders............................. (31,249,000) (38,820,000)
Net loss per common share.................. (0.93) (0.67)
</TABLE>
On May 8, 2000, the Company entered into agreements to acquire all of the
outstanding capital stock of Rodriguez Communications, Inc. ("RCI") and certain
holdings of its affiliate, New World Broadcasters Corp. ("New World"), for total
consideration of $165.2 million, consisting of $43.5 million of the Company's
Class A common stock and $121.7 million in cash, subject to certain conditions
and adjustments. The Company has made advances of approximately $121.1 million
(including closing costs of $2.1 million) on the purchase price of these
acquisitions as of September 24, 2000, which is included in intangible assets in
the accompanying consolidated balance sheets.
The purchase of RCI includes the rights to acquire the following radio
stations -- KFOX-FM and KREA-FM serving the Los Angeles market; KXJO-FM serving
the San Francisco market; and KSAH-AM serving the San Antonio market. The
Company intends to acquire from New World the Dallas radio stations KTCY-FM and
KXEB-AM. Until closing, the Company is broadcasting programming on these
stations under various time brokerage agreements that commenced in May through
September, 2000. Each of these transactions were subject to numerous conditions
and approvals, including receipt of regulatory approvals under the federal
communications laws and review by federal antitrust authorities. The
acquisitions of KFOX-FM, KREA-FM, KXJO-FM, KSAH-AM, and KTCY-FM closed on
November 10, 2000. The Company expects the acquisition of KXEB-AM to close by
the second quarter of fiscal 2001. However, there can be no assurances that this
acquisition can be completed during the expected time frame or at all.
The Company's consolidated results of operations include the results of
KLEY-FM, WCMA-FM, WMEG-FM, WEGM-FM, WIOA-FM, WIOB-FM, WIOC-FM, WCOM-FM, WZMT-FM,
WZNT-FM, WOYE-FM, and WCTA-FM and JuJu Media, Inc. from the respective dates of
acquisition. These acquisitions have been accounted for under the purchase
method of accounting. The purchase price has been allocated to the assets
acquired, principally FCC licenses.
(4) SALE OF STATIONS
On July 2, 1997, the Company entered into an agreement for the sale of the
assets and FCC licenses of radio stations WXLX-AM, serving the New York
metropolitan area, KXMG-AM, serving the Los Angeles metropolitan area, and
WCMQ-AM, serving the Miami metropolitan area. Pursuant to this agreement, on
September 29, 1997, the Company sold the assets and FCC licenses of WXLX-AM and
WCMQ-AM for a sales price of $26.0 million and recorded a gain of $18.6 million.
On December 2, 1997, the Company consummated the sale of the assets and FCC
license of KXMG-AM for a sales price of $18.0 million and recorded a gain of
$17.6 million. These transactions are classified under other income as gain on
sale of stations in the accompanying consolidated statements of operations.
On February 2, 2000, the Company completed the sale of WVMQ-FM in Key West
and WZMQ-FM in Key Largo to South Broadcasting System, Inc., a company owned by
the Chairman Emeritus of the Company, for total cash consideration of $0.7
million and recorded a gain of $0.1 million. This amount has
F-16
<PAGE> 62
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
been classified under other income as gain on sale of stations in the
accompanying consolidated statements of operations.
(5) INTANGIBLE ASSETS
Intangible assets consist of the following at September 26, 1999 and
September 24, 2000:
<TABLE>
<CAPTION>
ESTIMATED
1999 2000 USEFUL LIVES
------------ ----------- ------------
<S> <C> <C> <C>
FCC licenses................................ $334,098,344 534,420,103 40 years
Goodwill and other.......................... 3,010,671 25,217,791 5-40 years
------------ -----------
337,109,015 559,637,894
Less accumulated amortization............... 35,654,956 46,280,239
------------ -----------
$301,454,059 513,357,655
============ ===========
</TABLE>
(6) PROPERTY AND EQUIPMENT
Property and equipment consist of the following at September 26, 1999 and
September 24, 2000:
<TABLE>
<CAPTION>
ESTIMATED
1999 2000 USEFUL LIVES
----------- ---------- ------------
<S> <C> <C> <C>
Land.......................................... $ 1,000,000 2,586,774 --
Building and building improvements............ 14,995,440 19,301,182 20 years
Tower and antenna systems..................... 2,257,814 2,359,909 7-15 years
Studio and technical equipment................ 5,564,258 6,184,061 10 years
Furniture and fixtures........................ 2,072,817 2,412,195 3-10 years
Transmitter equipment......................... 1,220,225 2,416,038 7-10 years
Leasehold improvements........................ 1,873,609 1,905,072 5-13 years
Computer equipment and software............... 1,739,392 2,493,320 5 years
Other......................................... 629,997 784,663 5 years
----------- ----------
31,353,552 40,443,214
Less accumulated depreciation and
amortization................................ 16,575,849 18,767,975
----------- ----------
$14,777,703 21,675,238
=========== ==========
</TABLE>
During fiscal 1999, the Company wrote down the value of one of its
properties in Los Angeles (which was part of the assets acquired in the purchase
of the Los Angeles AM radio station) by $0.5 million. The write-down was based
on current market values of real estate in the Los Angeles area. This amount is
included in other, net in the accompanying consolidated statements of
operations.
During fiscal 2000, the Company acquired a building and land in Puerto Rico
for $5.3 million. The Company funded the acquisition using cash on hand and
proceeds from a bank loan of $3.7 million (see note 11).
F-17
<PAGE> 63
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(7) ACCOUNT PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses at September 26, 1999 and September
24, 2000 consists of the following:
<TABLE>
<CAPTION>
1999 2000
----------- ----------
<S> <C> <C>
Accounts payable -- trade.......................... $ 1,371,933 1,281,942
Accounts payable -- barter......................... 347,106 808,519
Accrued compensation and commissions............... 5,537,663 5,364,205
Accrued professional fees.......................... 2,107,266 2,854,418
Accrued music license fees......................... 741,269 701,126
Other accrued expenses............................. 1,725,908 2,974,057
----------- ----------
$11,831,145 13,984,267
=========== ==========
</TABLE>
(8) SENIOR NOTES AND PREFERRED STOCK
12 1/2% Senior Unsecured Notes
On June 29, 1994, the Company, through a private placement offering (the
"Offering") completed the sale of 107,059 units (the "Units"), each consisting
of $1,000 principal amount of 12 1/2% Senior Notes (the "12 1/2% Notes") due
2002 and warrants to purchase 5,352,950 shares of Class B common stock. The
12 1/2% Notes and warrants are separately transferable. The 12 1/2% Notes were
issued at a discount and generated proceeds to the Company of $87.8 million, net
of financing costs of $6.2 million. Of the $94.0 million of gross proceeds,
$88.6 million was allocated to the 12 1/2% Notes and $5.4 million was determined
to be the value of the warrants.
Pursuant to the 12 1/2% Notes, the Company was required to use the greater
of $25.0 million or 50 percent of the net proceeds from any disposition of
certain asset sales (including the FCC broadcast licenses of the AM stations
referred to in note 4) to make offers to purchase the 12 1/2% Notes at 110
percent of the principal value thereof.
On October 17, 1997, the Company made a tender offer to purchase for cash
any and all of the 12 1/2% Notes up to $22.7 million plus accrued interest up
to, but not including the payment date. The amount payable by the Company was
110 percent of the principal amount of the 12 1/2% Notes. The Company paid $6.3
million to the noteholders who responded to the tender offer and purchased $5.5
million in principal amount of 12 1/2% Notes for $6.0 million plus accrued
interest of $0.3 million in November 1997. The Company also repurchased $7.7
million in principal amount of 12 1/2% Notes for $9.0 million plus accrued
interest of $0.4 million in November 1997. The Company recognized a loss on the
tender offer and repurchased notes of $1.6 million, net of income tax benefit of
$1.1 million, due to the premium paid for the 12 1/2% Notes and the subsequent
write-off of the deferred financing costs and original issue discounts related
to the 12 1/2% Notes purchased. This amount has been classified as an
extraordinary item in the accompanying consolidated statements of operations.
On November 2, 1999, the Company repurchased $101.5 million in principal
amount of 12 1/2% Notes. In connection with this repurchase, the Company
realized a loss on the early extinguishment of debt of approximately $9.5
million, net of income taxes of approximately $7.4 million. This loss relates to
the premium paid on the repurchase of the 12 1/2% Notes, the write-off of
related deferred financing costs, and the amortization of the remaining original
issue discount on the 12 1/2% Notes, and is classified as an extraordinary item
in the accompanying consolidated statements of operations.
F-18
<PAGE> 64
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
14 1/4% Series A Senior Exchangeable Preferred Stock and 11% Senior Unsecured
Notes
On March 27, 1997, the Company financed the purchase of radio stations
WYSY-FM (renamed WLEY-FM by the Company), WRMA-FM and WXDJ-FM with proceeds from
the sale through a private placement of 175,000 shares of the Company's 14 1/4%
Series A Senior Exchangeable Preferred Stock ("Series A Preferred Stock") and
warrants to purchase 3,745,000 shares of the Company's Class B common stock. The
Series A Preferred Stock and the warrants are separately transferable. The gross
proceeds from the issuance of the Series A Preferred Stock and warrants,
amounted to $175.0 million. The value of the warrants was determined to be $16.6
million. The Company also issued $75.0 million aggregate principal amount of the
Company's 11% Senior Unsecured Notes (the "11% Senior Notes") due 2004. In
connection with this transaction, the Company capitalized financing costs of
$5.7 million related to the 11% Senior Notes and charged issuance costs of $9.0
million related to the Series A Preferred Stock and warrants to paid-in capital.
On November 2, 1999, the Company repurchased $75.0 million in principal
amount of 11% Senior Notes. In connection with this repurchase, the Company
realized a loss on the early extinguishment of debt of approximately $6.6
million, net of income taxes of approximately $5.1 million. This loss relates to
the premium paid on the repurchase of the 11% Senior Notes and the write-off of
related deferred financing costs, and is classified as an extraordinary item in
the accompanying consolidated statements of operations.
On December 2, 1999, the Company redeemed in full the Series A Preferred
Stock. In connection with this redemption, the Company recorded total additional
dividends of approximately $28.4 million, on the Series A Preferred Stock, which
reduced the income available to common stockholders in the accompanying fiscal
2000 consolidated statement of operations. These additional dividends relate to
the premium on the redemption, and the accretion of the remaining original issue
discount on the Series A Preferred Stock.
9 5/8% Senior Subordinated Notes
On October 28, 1999, concurrently with the Company's initial public
offering ("IPO") of Class A common stock (see note 13), the Company sold $235.0
million aggregate principal amount of 9 5/8% senior subordinated notes due 2009
(the "1999 Notes"), from which the Company received proceeds of $228.0 million
after payment of underwriter commissions. In connection with this transaction,
the Company capitalized financing costs of $8.5 million related to the 1999
Notes.
(9) WARRANTS
Warrants consist of the following:
<TABLE>
<CAPTION>
NUMBER OF CLASS B COMMON SHARES
REPRESENTED BY OUTSTANDING WARRANTS
-------------------------------------
1998 1999 2000
----------- --------- ---------
<S> <C> <C> <C>
Issued in connection with:
12 1/2% Senior Notes(a).............................. 2,469,950 -- --
14 1/4% Series A Senior Exchangeable Preferred
Stock(b)........................................... 3,745,000 -- --
Replacement warrants(a).............................. 2,910,450 -- --
--------- ------- -------
Total........................................... 9,125,400 -- --
========= ======= =======
</TABLE>
(a) In 1994, in conjunction with the issuance of 12 1/2% Senior Notes,
the Company issued warrants exercisable for 5,352,950 shares of Class B
common stock at an exercise price of $.01 per warrant share which are
subject to adjustment upon the occurrence of certain events, as defined in
the warrant agreement. In connection with the declaration of a cash
dividend on common stock, in March 1998, holders of these warrants were
given the option to participate in such dividends in lieu of maintaining
F-19
<PAGE> 65
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
their antidilution rights with respect to such dividends. Holders of
warrants representing 2,910,450 shares of Class B common stock exercised
this option and received cash dividends of $0.326 million and replacement
warrants representing 2,910,450 shares of Class B common stock which have
an exercise price of $.01 per share. The remaining warrant holders had
their underlying shares adjusted upward resulting in an increase to
additional paid-in capital and a charge to accumulated deficit of $0.274
million. The remaining warrant holders exercised the warrants during the
nine-month period ended June 27, 1999. During the fiscal year ended
September 26, 1999, replacement warrants were exercised for 2,900,950
shares of Class B common stock. The remaining replacement warrants expired
on June 30, 1999, representing 9,500 shares of common stock.
(b) In 1997, in conjunction with the issuance of the 14 1/4% Series A
Senior Exchangeable Preferred Stock, the Company issued warrants that
entitle the holder to acquire 21.4 shares of Class B common stock or
3,745,000 shares at a price equal to $0.01 per 21.4 shares, subject to
adjustment from time to time upon the occurrence of certain changes of
common stock, certain common stock distributions, certain issuances of
options or convertible securities, certain dividends and distributions and
certain other increases in the number of shares or common stock. During the
fiscal year ended September 26, 1999, warrants were exercised for 3,744,250
shares of Class B common stock. The remaining warrants expired on June 30,
1999, representing 750 shares of common stock.
(10) SENIOR CREDIT FACILITY
On July 6, 2000, the Company entered into a $150.0 million senior secured
credit facility (the "Senior Facility"). The Senior Facility includes a six-year
$25.0 million revolving credit line and $125.0 million of term loans. At
September 24, 2000, the Company had term loans outstanding of $65.0 million. In
connection with this transaction, the Company capitalized financing costs of
$3.2 million related to the Senior Facility.
(11) OTHER LONG-TERM DEBT
Other long-term debt consists of the following at September 26, 1999 and
September 24, 2000:
<TABLE>
<CAPTION>
1999 2000
---------- ---------
<S> <C> <C>
Obligation under capital lease with related party payable in
monthly installments of $9,000, including interest at
6.25%, commencing June 1992 (see note 14)................. $ 941,761 891,189
Note payable, including interest at an annual rate of
three-month LIBOR plus 450 basis points; paid in full in
December 1999 -- see note below........................... 3,281,152 --
Note payable due on April 26, 2000 including interest at an
annual rate of 6%; paid in full in September 2000 -- see
note below................................................ 1,000,000 --
Note payable due in monthly installments of $39,196,
including interest at 9.75%, commencing August 2000, with
balance due on June 2005 (see note 6)..................... -- 3,672,375
---------- ---------
5,222,913 4,563,564
Less current portion........................................ 1,800,572 171,262
---------- ---------
$3,422,341 4,392,302
========== =========
</TABLE>
F-20
<PAGE> 66
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The scheduled maturities of other long-term debt are as follows at
September 24, 2000:
<TABLE>
<CAPTION>
FISCAL YEAR ENDING SEPTEMBER AMOUNT
---------------------------- ----------
<S> <C>
2001............................................. $ 171,262
2002............................................. 186,722
2003............................................. 202,729
2004............................................. 222,074
2005............................................. 3,195,276
Thereafter....................................... 585,501
----------
$4,563,564
==========
</TABLE>
On December 2, 1999, the Company repaid in full the note payable to the
seller of WLEY-FM (formerly WYSY-FM) of approximately $3.3 million, plus accrued
interest of approximately $0.1 million. Additionally, on August 9, 2000, the
Company repaid in full the note payable to the sellers of JuJu Media, Inc. of
approximately $1.0 million, plus accrued interest of approximately $0.1 million.
(12) LOANS RECEIVABLE FROM STOCKHOLDERS AND RELATED-PARTY TRANSACTIONS
Loans receivable from stockholders were comprised of loans receivable from
the Company's Chief Executive Officer ("CEO") and Chairman of the Board of
Directors ("Chairman"). Loans receivable have been classified as an increase in
stockholders' deficiency in the accompanying consolidated balance sheets as of
September 26, 1999. Interest receivable of $0.4 million at September 26, 1999,
is included in other current assets. On November 2, 1999, the loans receivable
from stockholders plus interest were repaid with the shareholders' proceeds from
the IPO.
At September 26, 1999, the Company had advances totaling $0.3 million due
from a party related through common ownership. During fiscal 1999, the Company
agreed to forgive these advances and wrote off the amount due from the related
party. Additionally, at September 26, 1999, the Company had trade receivables
totaling $0.4 million due from this related party which were fully reserved as
being uncollectible.
During each of fiscal years 1998 and 1999, the Company paid operating
expenses of approximately $0.1 million for a boat owned by a related party
through common ownership which was used by the Company for business
entertainment purposes.
The Company leases an apartment from its CEO for annual rentals of $0.1
million through August 2007. Certain renovation expenses were paid for by the
Company totaling $0.2 million during 1998 and 1999. In addition, the Company
occupies a building under a capital lease agreement with certain stockholders
(see note 14). The building lease expires in 2012 and calls for an annual base
rent of approximately $0.1 million.
In connection with the relocation of offices from the New York metropolitan
area to the Miami metropolitan area, the Company advanced the CEO an aggregate
of $1.1 million to pay for various expenses. On July 16, 1997, the CEO executed
a promissory note to the Company for the principal amount of $1.1 million to
evidence these advances. The note was payable on demand and bore interest at a
rate of 7 percent per annum. The Company declared and paid a dividend in 1998
and applied a portion of the proceeds of such dividend which were otherwise
payable to the CEO to the repayment in full of this promissory note.
On September 24, 1999, the Company entered into letters of understanding
with its then Chairman and Secretary. These letters outlined the mutual
intentions of the Company and these individuals in connection
F-21
<PAGE> 67
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
with the Company's IPO, and were contingent upon the completion of the IPO (see
note 13). These letters provided for the following:
- The sale by these individuals of $14.0 million of their Class B common
stock in the IPO (see note 13);
- The purchase by the Company of annuities providing aggregate annual
retirement compensation of $1.0 million to these individuals. These
annuities were purchased by the Company for $10.2 million in November
1999;
- The retention of these individuals as members of the Company's Board of
Directors, with titles of "Chairman Emeritus" and "Secretary Emeritus",
respectively;
- An agreement to sell, to the Chairman, the Company's two radio stations
located in the Florida Keys for $0.7 million (see note 4).
- The repayment by the Chairman of a stockholder loan for approximately
$0.6 million, plus accrued interest of approximately $0.1 million. This
stockholder loan and the related accrued interest was repaid in full by
the Chairman in November 1999;
- An agreement by the Chairman to assume responsibility for a boat leased
by the Company during fiscal 1998 and 1999. Responsibility for this boat
was assumed by the Chairman in November 1999; and
- The use by the Chairman of a car and driver, and by the Secretary of a
car, to be provided by the Company.
(13) STOCKHOLDERS' (DEFICIENCY) EQUITY
(a) Stock Split
On September 29, 1999, the Company amended and restated its Certificate of
Incorporation, resulting in a conversion of all existing shares of Class A
common stock into shares of Class B common stock equal to the number of shares
representing a 50 to 1 stock split for each share. The number of authorized
shares of capital stock was increased to 151 million comprised of 100 million
shares of Class A common stock, 50 million shares of Class B common stock and 1
million shares of Preferred Stock, and the par values of both the Class A common
stock and Class B common stock were changed from $.01 per share to $.0001 per
share. In addition, Class B common stockholders are entitled to ten votes per
share and Class A common stockholders are entitled to one vote per share. Upon
transfer or sale of stock by Class B common stockholders to non-affiliate
parties, such shares automatically convert to shares of Class A common stock.
The accompanying consolidated financial statements have been retroactively
restated to reflect these actions.
The rights of the holders of shares of Class A common stock and Class B
common stock are identical except for voting rights and conversion provisions.
Holders of each class of common stock are entitled to receive dividends and upon
liquidation or dissolution are entitled to receive all assets available for
distribution to stockholders. The holders of each class have no preemptive or
other subscription rights and there are no redemption or sinking fund provisions
with respect to such shares. Each class of common stock is subordinate to the
Series A Preferred Stock with respect to dividend rights and rights on
liquidation, winding up and dissolution of the Company.
(b) Initial Public Offering
On October 27, 1999, the Company and selling shareholders sold 25,055,510
shares of Class A common stock in an IPO, from which the Company received
proceeds of $389.4 million after payment of underwriter
F-22
<PAGE> 68
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
commissions. Concurrently with this IPO, on October 28, 1999, the Company sold
$235.0 million aggregate principal amount of 1999 Notes (see note 8).
In connection with these offerings, in October 1999 the Company amended its
employment agreement with its CEO and entered into employment agreements with
two other executive officers of the Company. In addition, the CEO repaid a
shareholder loan for approximately $1.9 million, plus accrued interest of
approximately $0.4 million, in November 1999.
In connection with the IPO, the Company also granted an aggregate of
100,000 options to non-employee directors, 250,000 options to a former director,
and an aggregate of 300,000 options to executives of the Company, in November
1999. These options were granted at an exercise price per share equal to the IPO
price per share, with vesting periods ranging from zero to four years.
(c) Stock Option Plans
The Company maintains a stock option plan pursuant to which the Company has
reserved up to 1,337,500 shares of Class A common stock for issuance upon the
exercise of options granted under the plan. The plan covers all regular salaried
employees of the Company and its subsidiaries. As of September 24, 2000, no
options have been granted under this plan.
In September 1999, the Company adopted an employee incentive stock option
plan ("the 1999 ISO Plan") and a nonemployee director stock option plan ("the
1999 NQ Plan"). Options granted under the 1999 ISO Plan will vest according to
terms to be determined by the Compensation Committee of the Company's Board of
Directors, and will have a contractual life of five to ten years from date of
grant. Options granted under the 1999 NQ Plan will vest 20 percent upon grant,
and 20 percent each year for the first four years from grant. All options
granted under the 1999 ISO Plan and the 1999 NQ Plan vest immediately upon a
change in control of the Company, as defined. A total of 3,000,000 shares and
300,000 shares of Class A common stock have been reserved for issuance under the
1999 ISO Plan and the 1999 NQ Plan, respectively.
A summary of the status of the Company's stock option plans, as of
September 24, 2000, and changes during the year then ended, is presented below:
<TABLE>
<CAPTION>
WEIGHTED-
AVERAGE
EXERCISE
SHARES PRICE
--------- ---------
<S> <C> <C>
Outstanding at beginning of year....................... -- $ --
Granted................................................ 1,593,552 18.69
Exercised.............................................. -- --
Forfeited.............................................. (40,000) 20.00
---------
Outstanding at end of year............................. 1,553,552 $18.66
=========
Options exercisable at end of year..................... 512,851
Weighted average fair value of options exercisable
during the year...................................... $14.35
</TABLE>
F-23
<PAGE> 69
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table summarizes information about stock options outstanding
and exercisable at September 24, 2000:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
-------------------------------------- OPTIONS EXERCISABLE
WEIGHTED- -----------------------
AVERAGE WEIGHTED- WEIGHTED-
REMAINING AVERAGE AVERAGE
RANGE OF NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
EXERCISE PRICES OUTSTANDING LIFE (YEARS) PRICE EXERCISABLE PRICE
--------------- ----------- ------------ --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$10 to $15 218,552 9.92 $10.00 72,851 $10.00
$16 to $20 1,230,000 9.02 20.00 430,000 20.00
$21 to $25 105,000 9.62 20.99 10,000 20.81
--------- -------
1,553,552 9.19 $18.66 512,851 $18.60
========= =======
</TABLE>
The Company applies APB Opinion No. 25 and related interpretations in
accounting for its stock option plans. The fair value of each option granted to
employees is estimated on the date of grant using the Black-Scholes option
pricing model with the following assumptions:
<TABLE>
<S> <C>
Expected life............................................... 5 years
Dividends................................................... None
Risk-free interest rate..................................... 5.65%
Expected volatility......................................... 100%
</TABLE>
Had compensation expense for the Company's plans been determined consistent
with FASB Statement No. 123, the Company's net loss applicable to common
stockholders and net loss per common share would have been increased to pro
forma amounts indicated below:
<TABLE>
<S> <C>
Net loss applicable to common stockholders:
As reported............................................... $(38,977,943)
Pro forma................................................. $(48,744,622)
Net loss per common share:
As reported............................................... $ (0.67)
Pro forma................................................. $ (0.84)
</TABLE>
(14) COMMITMENTS
(a) Leases
The Company occupies a building under a capital lease agreement with
certain stockholders of the Company expiring in June 2012. The amount
capitalized under this lease agreement and included in property and equipment at
September 26, 1999 and September 24, 2000 is as follows:
<TABLE>
<CAPTION>
1999 2000
---------- ---------
<S> <C> <C>
Building under capital lease......................... $1,230,440 1,230,440
Less: Accumulated depreciation....................... (451,055) (512,577)
---------- ---------
$ 779,385 717,863
========== =========
</TABLE>
The Company leases office space and facilities and certain equipment under
operating leases, one of which is with a related party (see note 12), that
expire at various dates through 2035. Certain leases provide for base rental
payments plus escalation charges for real estate taxes and operating expenses.
F-24
<PAGE> 70
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
At September 24, 2000, future minimum lease payments under such leases are
as follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
FISCAL YEAR ENDING SEPTEMBER LEASE LEASES
---------------------------- ---------- ---------
<S> <C> <C>
2001........................................................ $ 149,000 1,014,900
2002........................................................ 149,000 946,500
2003........................................................ 149,000 908,400
2004........................................................ 149,000 770,900
2005........................................................ 149,000 587,300
Thereafter.................................................. 989,637 2,669,100
---------- ---------
Total minimum lease payments................................ 1,734,637 6,897,100
=========
Less executory costs...................................... (478,360)
----------
1,256,277
Less interest at 6.25%.................................... (365,088)
----------
Present value of minimum lease payments..................... $ 891,189
==========
</TABLE>
Total rent expense for the fiscal years ended September 27, 1998, September
26, 1999 and September 24, 2000 amounted to $1.1 million, $1.4 million and $1.5
million, respectively.
The Company has agreements to sublease its radio frequencies and portions
of its tower sites. Such agreements provide for payments through 2004. The
future minimum rental income to be received under these agreements as of
September 24, 2000 is as follows:
<TABLE>
<CAPTION>
FISCAL YEAR ENDING SEPTEMBER AMOUNT
---------------------------- ----------
<S> <C>
2001........................................... $ 710,246
2002........................................... 589,374
2003........................................... 492,044
2004........................................... 306,044
----------
$2,097,708
==========
</TABLE>
(b) Employment Agreements
At September 24, 2000, the Company is committed to employment contracts for
certain executives, on-air talent and general managers expiring through 2005.
Future payments under such contracts are as follows:
<TABLE>
<CAPTION>
FISCAL YEAR ENDING SEPTEMBER AMOUNT
---------------------------- -----------
<S> <C>
2001.......................................... $ 5,143,450
2002.......................................... 4,453,354
2003.......................................... 3,457,582
2004.......................................... 2,292,911
2005.......................................... 887,494
-----------
$16,234,790
===========
</TABLE>
Included in the future payments schedule above is a five-year employment
agreement with the CEO. The agreement provides for an annual base salary of not
less than $1.0 million, and a cash bonus equal to 7.5 percent of the dollar
increase in same station broadcast cash flow for any fiscal year, including
acquired
F-25
<PAGE> 71
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
stations on a pro forma basis. Under the terms of the agreement, the CEO's
annual base salary and cash bonus may be increased by the board of directors in
its sole discretion. The total cash bonus earned by the CEO for fiscal 2000 was
$1.0 million, of which $0.8 million was paid in fiscal 2000 and $0.2 million is
included in accounts payable and accrued expenses in the accompanying
consolidated balance sheets.
Certain employees' contracts provide for additional amounts to be paid if
station ratings or cash flow targets are met.
(c) 401(k) Profit Sharing
In September 1999, the Company adopted a tax-qualified employee savings and
retirement plan ("the 401(k) Plan"). The 401(k) Plan provides for Company
contributions to match 25 percent of an eligible employee's contributions, up to
5 percent of the employee's base monthly earnings. All employees over the age of
21 that have completed at least 500 hours of service are eligible to participate
in the 401(k) Plan. There were no contributions associated with this plan to
date.
(15) CONTINGENCIES
In connection with the sale of WXLX-AM (see note 4), the Company assigned a
lease for a transmitter site which is located on a former landfill which ceased
operations in the late 1960s. As part of the sales agreement, the Company
retained potential exposure relating to possible environmental liabilities
relating to this site. Management is unable to assess the likelihood that any
claim for remediation of this site will arise and no amounts have been accrued
in the consolidated financial statements relating to this contingent liability.
On September 28, 1999, the Company received notice from the purchaser of
KXMG-AM (see note 4) that it would make a claim against the Company for
indemnification under the agreement pursuant to which KXMG-AM was sold, for the
removal of an underground fuel storage tank located on the site of KXMG-AM's
transmitter. The notice did not specify the amount involved in the
indemnification claim. The Company does not have sufficient information to
assess the potential exposure related to this matter, and no amounts have been
accrued in the consolidated financial statements relating to this contingent
liability.
(16) NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities. It requires
an entity to recognize all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value. SFAS No. 133, as
amended by SFAS No. 137, is expected to be effective for the Company's fiscal
year ending September 30, 2001. Management does not believe that the adoption of
SFAS No. 133 will have a significant impact on the Company's consolidated
financial statements.
In November 1999, the Emerging Issues Task Force ("EITF") of the FASB
issued EITF 99-17, "Accounting for Advertising Barter Transactions", which
provides guidance on barter transactions that involve nonmonetary exchanges of
advertising. EITF 99-17 requires an entity to account for barter advertising
revenues and expenses at the determinable fair value of the advertising
surrendered or received in the exchange, or at book value if the fair value can
not be determined within reasonable limits. The adoption of EITF 99-17 did not
have a significant impact on the Company's consolidated financial statements.
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition", which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements filed with the SEC. SAB 101 outlines the basic criteria that must be
met in order to recognize revenue and provides guidance for disclosures related
to revenue recognition
F-26
<PAGE> 72
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
policies. In June 2000, the SEC issued SAB 101B, "Second Amendment: Revenue
Recognition in Financial Statements" which extends the effective date of SAB 101
to the fourth fiscal quarter of fiscal years commencing after December 15, 1999.
At this time, management is still assessing the impact of SAB 101 on the
Company's financial position and results of operations.
In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities (A
Replacement of SFAS No. 125)". SFAS No. 140 provides guidance on accounting for
(1) securitization transactions involving financial assets; (2) sales of
financial assets (including loan participations); (3) factoring transactions;
(4) wash sales; (5) servicing assets and liabilities; (6) collateralized
borrowing arrangements; (7) securities lending transactions; (8) repurchase
agreements; and (9) extinguishment of liabilities. While most of the provisions
of SFAS No. 140 will become effective for transactions entered into after March
31, 2001, companies with calendar fiscal year ends that hold beneficial
interests from previous securitizations will be required to make additional
disclosures in their December 31, 2000 financial statements. Management does not
believe that the adoption of SFAS No. 140 will have a significant impact on the
Company's consolidated financial statements.
(17) INCOME TAXES
Income tax expense (benefit) for the fiscal years ended September 27, 1998,
September 26, 1999 and September 24, 2000 consists of the following and was
allocated as follows:
<TABLE>
<CAPTION>
1998
--------------------------------------------------
CURRENT-
STATE AND CURRENT DEFERRED
LOCAL FEDERAL FEDERAL TOTAL
--------- ------- ----------- -----------
<S> <C> <C> <C> <C>
Income from operations.............. $950,000 850,000 13,824,032 15,624,032
Extraordinary item -- loss on
extinguishment of debt............ -- -- (1,075,149) (1,075,149)
-------- ------- ----------- -----------
$950,000 850,000 12,748,883 14,548,883
======== ======= =========== ===========
</TABLE>
<TABLE>
<CAPTION>
1999
--------------------------------------------------
CURRENT-
STATE AND CURRENT DEFERRED
LOCAL FEDERAL FEDERAL TOTAL
--------- ------- ----------- -----------
<S> <C> <C> <C> <C>
Income from operations.............. $550,000 15,000 3,879,919 4,444,919
======= =========== ===========
========
</TABLE>
<TABLE>
<CAPTION>
2000
--------------------------------------------------
CURRENT- DEFERRED
STATE AND CURRENT FEDERAL AND
LOCAL FEDERAL STATE TOTAL
--------- ------- ----------- -----------
<S> <C> <C> <C> <C>
Income from operations.............. $250,000 -- 4,664,479 4,914,479
Extraordinary item -- loss on
extinguishment of debt............ -- -- (11,433,945) (11,433,945)
-------- ------- ----------- -----------
$250,000 -- (6,769,466) (6,519,466)
======== ======= =========== ===========
</TABLE>
During fiscal 1998 and 1999, the Company utilized net operating loss
carryforwards of approximately $38.8 million and $0.2 million, respectively. For
fiscal 2000, no net operating losses were utilized.
F-27
<PAGE> 73
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The tax effect of temporary differences and carryforwards that give rise to
deferred tax assets and deferred tax liabilities at September 27, 1998,
September 26, 1999 and September 24, 2000 is as follows:
<TABLE>
<CAPTION>
1998 1999 2000
------------ ----------- -----------
<S> <C> <C> <C>
Deferred tax assets:
Net operating loss carryforwards......... $ 16,919,249 16,849,019 30,222,128
Foreign net operating loss
carryforwards......................... -- -- 819,738
Deferred interest........................ 6,080,278 6,458,459 --
Allowance for doubtful accounts.......... 3,108,024 2,546,384 4,270,372
Fixed assets............................. 474,286 474,286 474,286
Unearned revenue......................... 856,582 1,074,402 863,540
AMT credit............................... 850,000 865,000 865,000
------------ ----------- -----------
Total gross deferred tax assets....... 28,288,419 28,267,550 37,515,064
Less valuation allowance................... (17,396,470) (17,396,470) (17,396,470)
------------ ----------- -----------
Total net deferred tax assets......... 10,891,949 10,871,080 20,118,594
------------ ----------- -----------
Deferred tax liabilities:
Depreciation and amortization............ 14,463,595 18,322,645 20,800,693
Intangible assets........................ 5,502,950 5,502,950 27,704,070
------------ ----------- -----------
Total gross deferred tax liabilities..... 19,966,545 23,825,595 48,504,763
------------ ----------- -----------
Net deferred tax asset (liability).... $ (9,074,596) (12,954,515) (28,386,169)
============ =========== ===========
</TABLE>
Total income tax expense (benefit) differed from the amounts computed by
applying the U.S. Federal income tax rate of 35 percent for fiscal years 1998,
1999 and 2000 as a result of the following:
<TABLE>
<CAPTION>
1998 1999 2000
---- ---- -----
<S> <C> <C> <C>
Computed "expected" tax expense (benefit)................... 35.0% 35.0% (35.0)%
State income taxes, net of federal income tax benefit....... 6.5% 5.5% (4.6)%
Nondeductible expenses...................................... 0.4% 0.4% 1.0%
Other....................................................... 1.8% 2.7% 0.6%
---- ---- -----
43.7% 43.6% (38.0)%
</TABLE>
The valuation allowance for deferred tax assets as of September 27, 1998,
September 26, 1999 and September 24, 2000 was $17,396,470. In assessing the
realizability of deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary
differences become deductible. Management considers the scheduled reversal of
deferred tax liabilities, projected future taxable income, and tax planning
strategies in making this assessment.
Based upon the level of historical taxable income and projections for
future taxable income over the periods which the deferred tax assets are
deductible, management believes it is more likely than not the Company will
realize the benefits of these deductible differences, net of the existing
valuation allowances. The amount of the deferred tax asset considered
realizable, however, could be reduced in the near term if estimates of future
taxable income during the carryforward period are reduced.
F-28
<PAGE> 74
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
At September 24, 2000, the Company has domestic net operating loss
carryforwards available to offset future taxable income expiring as follows:
<TABLE>
<CAPTION>
NET OPERATING
EXPIRING IN SEPTEMBER LOSS CARRYFORWARDS
--------------------- ------------------
<S> <C>
2007........................................ $ 5,597,000
2008........................................ 12,213,000
2009........................................ 11,445,000
2010........................................ 12,868,000
2011........................................ 33,432,000
-----------
$75,555,000
===========
</TABLE>
Additionally at September 24, 2000, the Company has foreign net operating
loss carryforwards of $2,050,000 available to offset future taxable income
expiring in September 2007.
(18) LITIGATION
The Company is the defendant in a number of lawsuits and claims incidental
in its ordinary course of business, certain of which have been brought by former
employees. The litigation which is probable to result in an unfavorable outcome
and can be reasonably estimated amounts to $0.3 million which the Company has
accrued. The Company does not believe the outcome of any litigation, current or
pending, would have a material adverse impact on the financial position or the
results of operations of the Company.
Additionally, the Company is the defendant in a lawsuit where on October
12, 2000, the plaintiff obtained a $1.9 million final default judgment. The
Company believes that the default judgment was improperly entered because, among
other reasons, (1) plaintiff's counsel failed to contact the Company counsel
prior to seeking the default judgment, (2) the Company can demonstrate excusable
neglect and a bona fide defense to the complaint, and (3) the plaintiff did not
name a proper corporate entity. The Company does not have sufficient information
to assess the outcome of this litigation, and no amounts have been accrued in
the consolidated financial statements relating to this contingent liability.
(19) SUBSEQUENT EVENTS
(a) Acquisition of Stations
On November 3, 2000, the Company entered into an agreement to acquire the
assets of KFSG-FM broadcasting, serving the Los Angeles, California market, from
International Church of the Foursquare Gospel, for total cash consideration of
$250.0 million. In connection with this acquisition, the Company made a $5.0
million nonrefundable deposit on the purchase price into escrow. The closing of
this acquisition is subject to numerous conditions and approvals, including
receipt of regulatory approvals under the Federal communications laws and review
by Federal antitrust authorities. The Company expects to fund this transaction
by increasing its senior credit facility, accessing the high yield capital
markets and undertaking certain potential asset dispositions. The Company
expects to close the acquisition by December 31, 2001. However, there can be no
assurances that this acquisition can be completed during the expected time frame
or at all, or that the Company will be able to obtain additional financing or
dispose of certain assets at terms favorable to the Company or at all.
F-29
<PAGE> 75
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
On November 10, 2000, the Company closed on all stations acquired from RCI
and New World (see note 3), except for KXEB-AM, for total consideration of
$164.3 million, consisting of $42.6 million of the Company's Class A common
stock and $121.7 million in cash. The Company expects to complete the
acquisition of KXEB-AM in the second quarter of fiscal 2001. However, there can
be no assurances that the acquisition of KXEB-AM can be completed during the
expected time frame or at all.
(b) Commitment
On December 1, 2000, the Company entered into a lease for its new corporate
headquarters with a Florida limited partnership for which the general partner is
a company wholly-owned by the Company's CEO. The Company is leasing the office
space under a 10-year operating lease with rental payments of approximately $0.4
million per year, with the right to renew for two consecutive five-year terms.
F-30
<PAGE> 76
SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
FINANCIAL STATEMENT SCHEDULE -- VALUATION AND QUALIFYING ACCOUNTS
FISCAL YEARS ENDED SEPTEMBER 27, 1998, SEPTEMBER 26, 1999 AND SEPTEMBER 24, 2000
<TABLE>
<CAPTION>
COLUMN C ADDITIONS
COLUMN B ------------------------ COLUMN E
BALANCE CHARGED TO CHARGED TO BALANCE
COLUMN A BEGINNING COST AND OTHER COLUMN D AT END
DESCRIPTION OF PERIOD EXPENSE ACCOUNTS DEDUCTIONS(1) OF PERIOD
----------- ---------- ---------- ---------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Fiscal year 1998:
Allowance for doubtful
accounts.................. $5,405,095 2,634,509 -- 269,544 7,770,060
Fiscal year 1999:
Allowance for doubtful
accounts.................. $7,770,060 1,670,438 -- 3,074,539 6,365,959
Fiscal year 2000:
Allowance for doubtful
accounts.................. $6,365,959 4,077,047 -- 2,360,731 8,082,275
</TABLE>
---------------
(1) Write-offs, net of recoveries.
F-31
<PAGE> 77
(a) 2. Financial Statement Schedules
See end of financial statements above for Schedule of Valuation and
Qualifying Accounts.
(a) 3. Exhibits
<TABLE>
<C> <S> <C>
3.1 -- Third Amended and Restated Certificate of Incorporation of
the Company, dated September 29, 1999 (incorporated by
reference to the Company's 1999 Registration Statement on
Form S-1 (Commission File No. 333-85499) (the "1999
Registration Statement")) (Exhibit A to this exhibit 3.1 is
incorporated by reference to the Company's Current Report on
Form 8-K, dated March 25, 1996 (the "1996 Current Report")).
3.2 -- Certificate of Amendment to the Third Amended and Restated
Certificate of Incorporation of the Company, dated September
29, 1999 (incorporated by reference to the Company's 1999
Registration Statement).
3.3 -- Amended and Restated By-Laws of the Company (incorporated by
reference to the Company's 1999 Registration Statement).
4.1 -- Article V of the Third Amended and Restated Certificate of
Incorporation of the Company, dated September 29, 1999
(incorporated by reference to the Company's 1999
Registration Statement) (see Exhibit 3.1).
4.2 -- Certificate of Designation filed as Exhibit A to the Third
Amended and Restated Certificate of Incorporation of the
Company, dated September 29, 1999 (incorporated by reference
to the Company's 1999 Registration Statement) (see Exhibit
3.1).
4.3 -- Indenture dated June 29, 1994 among the Company, IBJ
Schroder Bank & Trust Company, as Trustee, the Guarantors
named therein and the Purchasers named therein (incorporated
by reference to Exhibit 4.1 of the Company's 1994
Registration Statement on Form S-4, the "1994 Registration
Statement").
4.4 -- First Supplemental Indenture dated as of March 25, 1996 to
the Indenture dated as of June 29, 1994 among the Company,
the Guarantors named therein and IBJ Schroder Bank & Trust
Company, as Trustee (incorporated by reference to the 1996
Current Report).
4.5 -- Second Supplemental Indenture dated as of March 21, 1997 to
the Indenture dated as of June 29, 1994 among the Company,
the Guarantors named therein and IBJ Schroder Bank & Trust
Company, as Trustee (incorporated by reference to the 1996
Current Report).
4.6 -- Supplemental Indenture dated as of October 21, 1999 to the
Indenture dated as of June 29, 1994 among the Company, the
Guarantors named therein and IBJ Schroder Bank & Trust
Company, as Trustee (incorporated by reference to the
Company's 1999 Registration Statement).
4.7 -- Indenture with respect to 9 5/8% Senior Subordinated Notes
due 2009 with The Bank of New York as Trustee, dated
November 2, 1999 (incorporated by reference to the Current
Report on Form 8-K dated November 2, 1999 (the "1999 Current
Report")).
4.8 -- Form of stock certificate for the Class A Common Stock of
the Company (incorporated by reference to the Company's 1999
Registration Statement).
10.1 -- Warrant Agreement dated as of March 15, 1997 among the
Company and IBJ Schroder Bank & Trust Company, as Warrant
Agent (incorporated by reference to the 1996 Current
Report).
10.2 -- National Radio Sales Representation Agreement dated as of
February 3, 1997 between Caballero Spanish Media, L.L.C. and
the Company (incorporated by reference to the 1996 Current
Report).
10.3 -- Common Stock Registration Rights and Stockholders Agreement
dated as of June 29, 1994 among the Company, certain
Management Stockholders named therein (incorporated by
reference to the 1994 Registration Statement).
</TABLE>
43
<PAGE> 78
<TABLE>
<C> <S> <C>
10.4 -- Amended and Restated Employment Agreement dated as of
October 25, 1999, by and between the Company and Raul
Alarcon, Jr. (incorporated by reference to the Company's
1999 Registration Statement).
10.5 -- Employment Agreement dated February 5, 1997 between Carey
Davis and the Company (incorporated by reference to the
Company's 1999 Registration Statement).
10.6 -- Employment Agreement dated as of October 25, 1999, by and
between the Company and Joseph A. Garcia (incorporated by
reference to the Company's 1999 Registration Statement).
10.7 -- Employment Agreement dated as of October 25, 1999, by and
between the Company and Luis Diaz-Albertini (incorporated by
reference to the Company's 1999 Registration Statement).
10.8 -- Employment Agreement, dated April 1, 1999, between Spanish
Broadcasting System of Greater Miami, Inc. and Jesus Salas
(incorporated by reference to the Company's 1999
Registration Statement).
10.9 -- Letter Agreement dated January 13, 1997 between the Company
and Caballero Spanish Media, LLC (incorporated by reference
to the Current Report).
10.10 -- 1994 Stock Option Plan of the Company (incorporated by
reference to Exhibit 10.4 of the 1994 Registration
Statement).
10.11 -- Ground Lease dated December 18, 1995 between Louis Viola
Company and SBS-J (incorporated by reference to the 1996
Current Report).
10.12 -- Ground Lease dated December 18, 1995 between Frank F. Viola
and Estate of Thomas C. Viola and SBS-NJ (incorporated by
reference to the 1996 Current Report).
10.13 -- Lease and License Agreement dated February 1, 1991 between
Empire State Building Company, as landlord, and SBS-NY, as
tenant (incorporated by reference to Exhibit 10.15.1 of the
1994 Registration Statement).
10.14 -- Modification of Lease and License dated June 30, 1992
between Empire State Building Company and SBS-NY related to
WSKQ-FM (incorporated by reference to Exhibit 10.15.2 of the
1994 Registration Statement).
10.15 -- Lease and License Modification and Extension Agreement dated
as of June 30, 1992 between Empire State Building Company,
as landlord, and SBS-NY as tenant (incorporated by reference
to Exhibit 10.15.3 of the 1994 Registration Statement).
10.16 -- Promissory Note, dated as of December 31, 1995 of Raul
Alarcon, Sr. to SBS-NJ in the principal amount of $577,323
(incorporated by reference to Exhibit 10.26 to the Company's
1995 Annual Report on Form 10-K).
10.17 -- Promissory Note, dated as of December 31, 1995 of Raul
Alarcon, Jr. to SBS-NJ in the principal amount of $1,896,913
(incorporated by reference to Exhibit 10.27 to the Company's
1995 Annual Report on Form 10-K).
10.18 -- Lease Agreement dated June 1, 1992 among Raul Alarcon, Sr.,
Raul Alarcon, Jr., and SBS-Fla (incorporated by reference to
Exhibit 10.30 of the 1994 Registration Statement).
10.19 -- Indenture dated October 12, 1988 between Alarcon Holdings,
Inc. and SBS-NJ related to the studio located at 26 West
56th Street, NY, NY (incorporated by reference to Exhibit
10.32 of the 1994 Registration Statement).
10.20 -- Agreement of Lease dated as of March 1, 1996. No.
WT-174-A119 1067 between The Port Authority of New Jersey
and SBS-GNY as assignee of Park Radio (incorporated by
reference to the 1996 Current Report).
10.21 -- Asset Purchase Agreement dated as of July 2, 1997, by and
between Spanish Broadcasting System, Inc. (New Jersey),
Spanish Broadcasting System of California, Inc., Spanish
Broadcasting System of Florida, Inc., Spanish Broadcasting
System, Inc., and One-on-One Sports, Inc. (incorporated by
reference to Exhibit 10.62 of the Company's Registration
Statement on Form S-4 (Commission File No. 333-26295)).
</TABLE>
44
<PAGE> 79
<TABLE>
<C> <S> <C>
10.22 -- Amendment No. 1 dated as of September 29, 1997 to the Asset
Purchase Agreement dated as of July 2, 1997, by and between
Spanish Broadcasting System, Inc. (New Jersey), Spanish
Broadcasting System of California, Inc., Spanish
Broadcasting System of Florida, Inc., Spanish Broadcasting
System, Inc., and One-on-One Sports, Inc. (incorporated by
reference to the Company's Registration Statement on Form
S-1, dated January 21, 1999 (Commission File No.
333-29449)).
10.23 -- Promissory Note dated July 16, 1997 of Raul Alarcon, Jr. to
the Company in the principal amount of $1,050,229.63
(incorporated by reference to Exhibit 10.63 of the Company's
Registration Statement on Form S-4 (Commission File No.
333-26295)).
10.24 -- Asset Purchase Agreement dated January 28, 1998 by and
between Spanish Broadcasting System of San Antonio, Inc. and
Radio KRIO, Ltd. (incorporated by reference to the Company's
Form 10-Q dated February 12, 1998).
10.25 -- Asset Purchase Agreement dated June 16, 1998 by and between
Spanish Broadcasting System of Puerto Rico, Inc. and Pan
Caribbean Broadcasting Corporation (incorporated by
reference to the Company's Form 10-Q dated July 12, 1998).
10.26 -- Extension of lease of a Condominium Unit (Metropolitan Tower
Condominium) between Raul Alarcon, Jr. ("Landlord") and
Spanish Broadcasting System, Inc. ("Tenant") (incorporated
by reference to the Company's 1998 Annual Report on Form
10-K).
10.27 -- Asset Purchase Agreement dated January 8, 1999 by and
between Spanish Broadcasting System of Puerto Rico, Inc. and
Guayama Broadcasting Company, Inc. and LaMega Estacion, Inc.
(incorporated by reference to the Company's Registration
Statement on Form S-1, dated January 21, 1999).
10.28 -- Stock Purchase Agreement among JuJu Media, Inc., each of the
individual sellers, and Spanish Broadcasting System, Inc.,
dated April 26, 1999 (incorporated by reference to the
Company's 1999 Registration Statement).
10.29 -- Asset Purchase Agreement, dated as of October 25, 1999, by
and between Spanish Broadcasting System of Florida, Inc.,
and Pablo Raul Alarcon, Sr. (incorporated by reference to
the Company's 1999 Registration Statement).
10.30 -- Indemnification Agreement with Raul Alarcon, Jr. dated as of
November 2, 1999 (incorporated by reference to the 1999
Current Report).
10.31 -- Indemnification Agreement with Roman Martinez IV dated as of
November 2, 1999 (incorporated by reference to the 1999
Current Report).
10.32 -- Indemnification Agreement with Jason L. Shrinsky dated as of
November 2, 1999 (incorporated by reference to the 1999
Current Report).
10.33 -- Spanish Broadcasting System 1999 Stock Option Plan
(incorporated by reference to the Company's 1999
Registration Statement).
10.34 -- Spanish Broadcasting System 1999 Company Stock Option Plan
for Nonemployee Directors (incorporated by reference to the
Company's 1999 Registration Statement).
10.35 -- Time Brokerage Agreement, dated as of October 25, 1999, by
and between Spanish Broadcasting System of Florida, Inc. and
Pablo Raul Alarcon, Sr. (incorporated by reference to the
Company's 1999 Registration Statement).
10.36 -- Form of Lock-Up Letter Agreement (incorporated by reference
in the Company's 1999 Registration Statement).
10.37 -- Form of Option Grant not under Stock Option Plans
(incorporated by reference to the Company's 1999
Registration Statement).
10.38 -- Option Grant not under the Stock Option Plans with Arnold
Sheiffer, dated October 27, 1999 (incorporated by reference
to the 1999 Current Report).
</TABLE>
45
<PAGE> 80
<TABLE>
<C> <S> <C>
10.39 -- Stock Purchase Agreement, dated as of May 8, 2000, by and among Rodriguez Communications, Inc., a
Delaware corporation, each of the Stockholders identified therein and Spanish Broadcasting System, Inc.,
a Delaware corporation (incorporated by reference to Exhibit 10.1 of the Company's Amended Quarterly
Report on Form 10-Q/A, dated August 11, 2000 (the "Company's Amended Quarterly Report")).
10.40 -- Asset Purchase Agreement, dated as of May 8, 2000, by and between New World Broadcasters Corp., a Texas
corporation, and Spanish Broadcasting System, Inc., a Delaware corporation (incorporated by reference to
Exhibit 10.2 of the Company's Amended Quarterly Report).
10.41 -- Stock Purchase Agreement, dated as of May 8, 2000, by and between New World Broadcasters Corp., a Texas
corporation, 910 Broadcasting Corp., a Texas corporation, and Spanish Broadcasting System, Inc., a
Delaware corporation (incorporated by reference to Exhibit 10.2 of the Company's Amended Quarterly
Report).
10.42 -- Time Brokerage Agreement, dated May 8, 2000, by and among, New World Broadcasters Corp., a Texas
corporation, 910 Broadcasting Corp., a Texas corporation, and Spanish Broadcasting System of San
Antonio, Inc., a Delaware corporation and Spanish Broadcasting System, Inc., a Delaware corporation
(incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q, dated August
9, 2000 (the "Company's 2000 Quarterly Report")).
10.43 -- Credit Agreement, dated as of May 8, 2000, by and among, New World Broadcasters Corp., a Texas
corporation, Rodriguez Communications, Inc., a Delaware corporation, RCI (Alameda) Acquisition, Inc., a
Delaware corporation, the Guarantors named therein and Spanish Broadcasting System, Inc., a Delaware
corporation (incorporated by reference to Exhibit 10.6 of the Company's Quarterly Report).
10.44 -- Credit Agreement, dated as of July 6, 2000, among Spanish Broadcasting System, Inc., a Delaware
corporation, the several banks and other financial institutions or entities from time to time party to
the Credit Agreement and Lehman Commercial Paper, Inc., as administrative agent.
10.45 -- Guarantee and Collateral Agreement made by Spanish Broadcasting System, Inc. and certain of its
subsidiaries in favor of Lehman Commercial Paper, Inc. as Administrative Agent, dated as of July 6,
2000.
10.46 -- Employment Agreement dated December 7, 2000, between Joseph Garcia and the Company.
10.47 -- Employment Agreement dated August 31, 2000, between William Tanner and the Company.
10.48 -- Employment Agreement dated February 16, 2000, between Juan A. Garcia and the Company.
10.49 -- Deed of Constitution of Mortgage, Cadera Estereotempo, Inc., as Mortgagor, and Banco Bilbao Vizcaya
Puerto Rico, as Mortgagee.
10.50 -- Lease Agreement by and between the Company and Irradio Holdings, Ltd. made as of December 14, 2000.
10.51 -- First Addendum to Lease between the Company and Irradio Holdings, Ltd. as of December 14, 2000
10.52 -- Asset Purchase Agreement dated as of November 2, 2000 by and between International Church of the
Foursquare Gospel and the Company.
21.1 -- List of Subsidiaries of the Company.
27.1 -- Financial Data Schedule.
</TABLE>
46
<PAGE> 81
(b) Reports on Form 8-K.
The Company filed a report on Form 8-K dated November 27, 2000, which
reported that:
(1) On May 8, 2000, the Company entered into a stock purchase
agreement, by and among Rodriguez Communications, Inc. ("RCI"), each of the
stockholders of RCI identified on Annex I thereto, and the Company, to
purchase all of the outstanding capital stock of RCI; and an Asset Purchase
Agreement, by and between New World Broadcasters Corp. ("New World"), to
purchase radio station KTCY-FM in Texas (the "KTCY").
(2) On November 10, 2000, the Company completed the purchase of KTCY
and all of the outstanding capital stock of RCI; in consideration for which
SBS paid to RCI, the shareholders of RCI and New World, total consideration
of $165.2 million, consisting of $43.5 million of SBS's Class A common
stock and $121.7 million in cash.
The Company filed a report on Form 8-K dated December 8, 2000, which
reported that:
(1) The annual meeting of the shareholders (the "Meeting") of the
Company, is to be held on February 9, 2001. Shareholder proposals to be
presented at the Meeting are required to be received by the Company no
later than December 29, 2000 to be included in the Company's Proxy
Statement for the Meeting.
(2) If the Company is not notified of a stockholder proposal by
December 29, 2000, then the management proxies may have discretion to vote
against such stockholder proposal, even though such proposal is not
discussed in the proxy statement.
47
<PAGE> 82
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, on the 26th day of December, 2000.
SPANISH BROADCASTING SYSTEM, INC.
By: /s/ RAUL ALARCON, JR.
------------------------------------
Name: Raul Alarcon, Jr.
Title: Chairman of the Board of
Directors,
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of SBS in the
capacities indicated on the 26th day of December, 2000.
<TABLE>
<CAPTION>
SIGNATURE
---------
<C> <S>
/s/ RAUL ALARCON, JR. Chairman of the Board of Directors, Chief
--------------------------------------------------- Executive Officer and President (principal
Raul Alarcon, Jr. executive officer)
/s/ JOSEPH A. GARCIA Executive Vice President, Chief Financial
--------------------------------------------------- Officer, and Secretary (principal financial and
Joseph A. Garcia accounting officer)
/s/ PABLO RAUL ALARCON, SR. Director
---------------------------------------------------
Pablo Raul Alarcon, Sr.
/s/ JOSE GRIMALT Director
---------------------------------------------------
Jose Grimalt
/s/ ROMAN MARTINEZ IV Director
---------------------------------------------------
Roman Martinez IV
/s/ JASON L. SHRINSKY Director
---------------------------------------------------
Jason L. Shrinsky
</TABLE>
48
<PAGE> 83
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the additional registrants has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 26th day of
December, 2000.
EACH OF THE ADDITIONAL
REGISTRANTS LISTED
ON THE TABLE OF
ADDITIONAL REGISTRANTS
By: /s/ RAUL ALARCON, JR.
------------------------------------
Name: Raul Alarcon, Jr.
Title: Chief Executive Officer and
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of SBS in the
capacities indicated on the 26th day of December, 2000.
<TABLE>
<CAPTION>
SIGNATURE
---------
<C> <S>
/s/ RAUL ALARCON, JR. Chairman of the Board of Directors, Chief
--------------------------------------------------- Executive Officer and President (principal
Raul Alarcon, Jr. executive officer)
/s/ JOSEPH A. GARCIA Executive Vice President, Chief Financial Officer
--------------------------------------------------- and Secretary (principal financial and
Joseph A. Garcia accounting officer), and a director
</TABLE>
49
<PAGE> 84
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
------- ----------- ----
<C> <S> <C> <C>
3.1 -- Third Amended and Restated Certificate of Incorporation of
the Company, dated September 29, 1999 (incorporated by
reference to the Company's 1999 Registration Statement on
Form S-1 (Commission File No. 333-85499) (the "1999
Registration Statement")) (Exhibit A to this exhibit 3.1 is
incorporated by reference to the Company's Current Report on
Form 8-K, dated March 25, 1996 (the "1996 Current Report")).
3.2 -- Certificate of Amendment to the Third Amended and Restated
Certificate of Incorporation of the Company, dated September
29, 1999 (incorporated by reference to the Company's 1999
Registration Statement).
3.3 -- Amended and Restated By-Laws of the Company (incorporated by
reference to the Company's 1999 Registration Statement).
4.1 -- Article V of the Third Amended and Restated Certificate of
Incorporation of the Company, dated September 29, 1999
(incorporated by reference to the Company's 1999
Registration Statement) (see Exhibit 3.1).
4.2 -- Certificate of Designation filed as Exhibit A to the Third
Amended and Restated Certificate of Incorporation of the
Company, dated September 29, 1999 (incorporated by reference
to the Company's 1999 Registration Statement) (see Exhibit
3.1).
4.3 -- Indenture dated June 29, 1994 among the Company, IBJ
Schroder Bank & Trust Company, as Trustee, the Guarantors
named therein and the Purchasers named therein (incorporated
by reference to Exhibit 4.1 of the Company's 1994
Registration Statement on Form S-4, the "1994 Registration
Statement").
4.4 -- First Supplemental Indenture dated as of March 25, 1996 to
the Indenture dated as of June 29, 1994 among the Company,
the Guarantors named therein and IBJ Schroder Bank & Trust
Company, as Trustee (incorporated by reference to the 1996
Current Report).
4.5 -- Second Supplemental Indenture dated as of March 21, 1997 to
the Indenture dated as of June 29, 1994 among the Company,
the Guarantors named therein and IBJ Schroder Bank & Trust
Company, as Trustee (incorporated by reference to the 1996
Current Report).
4.6 -- Supplemental Indenture dated as of October 21, 1999 to the
Indenture dated as of June 29, 1994 among the Company, the
Guarantors named therein and IBJ Schroder Bank & Trust
Company, as Trustee (incorporated by reference to the
Company's 1999 Registration Statement).
4.7 -- Indenture with respect to 9 5/8% Senior Subordinated Notes
due 2009 with The Bank of New York as Trustee, dated
November 2, 1999 (incorporated by reference to the Current
Report on Form 8-K dated November 2, 1999 (the "1999 Current
Report")).
4.8 -- Form of stock certificate for the Class A Common Stock of
the Company (incorporated by reference to the Company's 1999
Registration Statement).
10.1 -- Warrant Agreement dated as of March 15, 1997 among the
Company and IBJ Schroder Bank & Trust Company, as Warrant
Agent (incorporated by reference to the 1996 Current
Report).
10.2 -- National Radio Sales Representation Agreement dated as of
February 3, 1997 between Caballero Spanish Media, L.L.C. and
the Company (incorporated by reference to the 1996 Current
Report).
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10.3 -- Common Stock Registration Rights and Stockholders Agreement
dated as of June 29, 1994 among the Company, certain
Management Stockholders named therein (incorporated by
reference to the 1994 Registration Statement).
10.4 -- Amended and Restated Employment Agreement dated as of
October 25, 1999, by and between the Company and Raul
Alarcon, Jr. (incorporated by reference to the Company's
1999 Registration Statement).
10.5 -- Employment Agreement dated February 5, 1997 between Carey
Davis and the Company (incorporated by reference to the
Company's 1999 Registration Statement).
10.6 -- Employment Agreement dated as of October 25, 1999, by and
between the Company and Joseph A. Garcia (incorporated by
reference to the Company's 1999 Registration Statement).
10.7 -- Employment Agreement dated as of October 25, 1999, by and
between the Company and Luis Diaz-Albertini (incorporated by
reference to the Company's 1999 Registration Statement).
10.8 -- Employment Agreement, dated April 1, 1999, between Spanish
Broadcasting System of Greater Miami, Inc. and Jesus Salas
(incorporated by reference to the Company's 1999
Registration Statement).
10.9 -- Letter Agreement dated January 13, 1997 between the Company
and Caballero Spanish Media, LLC (incorporated by reference
to the Current Report).
10.10 -- 1994 Stock Option Plan of the Company (incorporated by
reference to Exhibit 10.4 of the 1994 Registration
Statement).
10.11 -- Ground Lease dated December 18, 1995 between Louis Viola
Company and SBS-J (incorporated by reference to the 1996
Current Report).
10.12 -- Ground Lease dated December 18, 1995 between Frank F. Viola
and Estate of Thomas C. Viola and SBS-NJ (incorporated by
reference to the 1996 Current Report).
10.13 -- Lease and License Agreement dated February 1, 1991 between
Empire State Building Company, as landlord, and SBS-NY, as
tenant (incorporated by reference to Exhibit 10.15.1 of the
1994 Registration Statement).
10.14 -- Modification of Lease and License dated June 30, 1992
between Empire State Building Company and SBS-NY related to
WSKQ-FM (incorporated by reference to Exhibit 10.15.2 of the
1994 Registration Statement).
11.15 -- Lease and License Modification and Extension Agreement dated
as of June 30, 1992 between Empire State Building Company,
as landlord, and SBS-NY as tenant (incorporated by reference
to Exhibit 10.15.3 of the 1994 Registration Statement).
10.16 -- Promissory Note, dated as of December 31, 1995 of Raul
Alarcon, Sr. to SBS-NJ in the principal amount of $577,323
(incorporated by reference to Exhibit 10.26 to the Company's
1995 Annual Report on Form 10-K).
10.17 -- Promissory Note, dated as of December 31, 1995 of Raul
Alarcon, Jr. to SBS-NJ in the principal amount of $1,896,913
(incorporated by reference to Exhibit 10.27 to the Company's
1995 Annual Report on Form 10-K).
10.18 -- Lease Agreement dated June 1, 1992 among Raul Alarcon, Sr.,
Raul Alarcon, Jr., and SBS-Fla (incorporated by reference to
Exhibit 10.30 of the 1994 Registration Statement).
10.19 -- Indenture dated October 12, 1988 between Alarcon Holdings,
Inc. and SBS-NJ related to the studio located at 26 West
56th Street, NY, NY (incorporated by reference to Exhibit
10.32 of the 1994 Registration Statement).
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10.20 -- Agreement of Lease dated as of March 1, 1996. No.
WT-174-A119 1067 between The Port Authority of New Jersey
and SBS-GNY as assignee of Park Radio (incorporated by
reference to the 1996 Current Report).
10.21 -- Asset Purchase Agreement dated as of July 2, 1997, by and
between Spanish Broadcasting System, Inc. (New Jersey),
Spanish Broadcasting System of California, Inc., Spanish
Broadcasting System of Florida, Inc., Spanish Broadcasting
System, Inc., and One-on-One Sports, Inc. (incorporated by
reference to Exhibit 10.62 of the Company's Registration
Statement on Form S-4 (Commission File No. 333-26295)).
10.22 -- Amendment No. 1 dated as of September 29, 1997 to the Asset
Purchase Agreement dated as of July 2, 1997, by and between
Spanish Broadcasting System, Inc. (New Jersey), Spanish
Broadcasting System of California, Inc., Spanish
Broadcasting System of Florida, Inc., Spanish Broadcasting
System, Inc., and One-on-One Sports, Inc. (incorporated by
reference to the Company's Registration Statement on Form
S-1, dated January 21, 1999 (Commission File No.
333-29449)).
10.23 -- Promissory Note dated July 16, 1997 of Raul Alarcon, Jr. to
the Company in the principal amount of $1,050,229.63
(incorporated by reference to Exhibit 10.63 of the Company's
Registration Statement on Form S-4 (Commission File No.
333-26295)).
10.24 -- Asset Purchase Agreement dated January 28, 1998 by and
between Spanish Broadcasting System of San Antonio, Inc. and
Radio KRIO, Ltd. (incorporated by reference to the Company's
Form 10-Q dated February 12, 1998).
10.25 -- Asset Purchase Agreement dated June 16, 1998 by and between
Spanish Broadcasting System of Puerto Rico, Inc. and Pan
Caribbean Broadcasting Corporation (incorporated by
reference to the Company's Form 10-Q dated July 12, 1998).
10.26 -- Extension of lease of a Condominium Unit (Metropolitan Tower
Condominium) between Raul Alarcon, Jr. ("Landlord") and
Spanish Broadcasting System, Inc. ("Tenant") (incorporated
by reference to the Company's 1998 Annual Report on Form
10-K).
10.27 -- Asset Purchase Agreement dated January 8, 1999 by and
between Spanish Broadcasting System of Puerto Rico, Inc. and
Guayama Broadcasting Company, Inc. and LaMega Estacion, Inc.
(incorporated by reference to the Company's Registration
Statement on Form S-1, dated January 21, 1999).
10.28 -- Stock Purchase Agreement among JuJu Media, Inc., each of the
individual sellers, and Spanish Broadcasting System, Inc.,
dated April 26, 1999 (incorporated by reference to the
Company's 1999 Registration Statement).
10.29 -- Asset Purchase Agreement, dated as of October 25, 1999, by
and between Spanish Broadcasting System of Florida, Inc.,
and Pablo Raul Alarcon, Sr. (incorporated by reference to
the Company's 1999 Registration Statement).
10.30 -- Indemnification Agreement with Raul Alarcon, Jr. dated as of
November 2, 1999 (incorporated by reference to the 1999
Current Report).
10.31 -- Indemnification Agreement with Roman Martinez IV dated as of
November 2, 1999 (incorporated by reference to the 1999
Current Report).
10.32 -- Indemnification Agreement with Jason L. Shrinsky dated as of
November 2, 1999 (incorporated by reference to the 1999
Current Report).
10.33 -- Spanish Broadcasting System 1999 Stock Option Plan
(incorporated by reference to the Company's 1999
Registration Statement).
10.34 -- Spanish Broadcasting System 1999 Company Stock Option Plan
for Nonemployee Directors (incorporated by reference to the
Company's 1999 Registration Statement).
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10.35 -- Time Brokerage Agreement, dated as of October 25, 1999, by
and between Spanish Broadcasting System of Florida, Inc. and
Pablo Raul Alarcon, Sr. (incorporated by reference to the
Company's 1999 Registration Statement).
10.36 -- Form of Lock-Up Letter Agreement (incorporated by reference
in the Company's 1999 Registration Statement).
10.37 -- Form of Option Grant not under Stock Option Plans
(incorporated by reference to the Company's 1999
Registration Statement).
10.38 -- Option Grant not under the Stock Option Plans with Arnold
Sheiffer, dated October 27, 1999 (incorporated by reference
to the 1999 Current Report).
10.39 -- Stock Purchase Agreement, dated as of May 8, 2000, by and
among Rodriguez Communications, Inc., a Delaware
corporation, each of the Stockholders identified therein and
Spanish Broadcasting System, Inc., a Delaware corporation
(incorporated by reference to Exhibit 10.1 of the Company's
Amended Quarterly Report on Form 10-Q/ A, dated August 11,
2000 (the "Company's Amended Quarterly Report")).
10.40 -- Asset Purchase Agreement, dated as of May 8, 2000, by and
between New World Broadcasters Corp., a Texas corporation,
and Spanish Broadcasting System, Inc., a Delaware
corporation (incorporated by reference to Exhibit 10.2 of
the Company's Amended Quarterly Report).
10.41 -- Stock Purchase Agreement, dated as of May 8, 2000, by and
between New World Broadcasters Corp., a Texas corporation,
910 Broadcasting Corp., a Texas corporation, and Spanish
Broadcasting System, Inc., a Delaware corporation
(incorporated by reference to Exhibit 10.2 of the Company's
Amended Quarterly Report).
10.42 -- Time Brokerage Agreement, dated May 8, 2000, by and among,
New World Broadcasters Corp., a Texas corporation, 910
Broadcasting Corp., a Texas corporation, and Spanish
Broadcasting System of San Antonio, Inc., a Delaware
corporation and Spanish Broadcasting System, Inc., a
Delaware corporation (incorporated by reference to Exhibit
10.5 of the Company's Quarterly Report on Form 10-Q, dated
August 9, 2000 (the "Company's 2000 Quarterly Report")).
10.43 -- Credit Agreement, dated as of May 8, 2000, by and among, New
World Broadcasters Corp., a Texas corporation, Rodriguez
Communications, Inc., a Delaware corporation, RCI (Alameda)
Acquisition, Inc., a Delaware corporation, the Guarantors
named therein and Spanish Broadcasting System, Inc., a
Delaware corporation (incorporated by reference to Exhibit
10.6 of the Company's Quarterly Report).
10.44 -- Credit Agreement, dated as of July 6, 2000, among Spanish
Broadcasting System, Inc., a Delaware corporation, the
several banks and other financial institutions or entities
from time to time party to the Credit Agreement and Lehman
Commercial Paper, Inc., as administrative agent.
10.45 -- Guarantee and Collateral Agreement made by Spanish
Broadcasting System, Inc. and certain of its subsidiaries in
favor of Lehman Commercial Paper, Inc. as Administrative
Agent, dated as of July 6, 2000.
10.46 -- Employment Agreement dated December 7, 2000, between Joseph
Garcia and the Company.
10.47 -- Employment Agreement dated August 31, 2000, between William
Tanner and the Company.
10.48 -- Employment Agreement dated February 16, 2000, between Juan
A. Garcia and the Company.
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10.49 -- Deed of Constitution of Mortgage, Cadera Estereotempo, Inc.,
as Mortgagor, and Banco Bilbao Vizcaya Puerto Rico, as
Mortgagee.
10.50 -- Lease Agreement by and between the Company and Irradio
Holdings, Ltd. made as of December 14, 2000.
10.51 -- First Addendum to Lease between the Company and Irradio
Holdings, Ltd. as of December 14, 2000.
10.52 -- Asset Purchase Agreement dated as of November 2, 2000 by and
between International Church of the Foursquare Gospel and
the Company.
21.1 -- List of Subsidiaries of the Company.
27.1 -- Financial Data Schedule.
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