10-K/A 1 d519953d10ka.htm 10-K/A 10-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-K/A

(Amendment No. 1)

 

 

(Mark One)

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

Or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 000-27823

 

 

 

LOGO

Spanish Broadcasting System, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   13-3827791

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

7007 NW 77th Avenue,

Miami, Florida 33166

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (305) 441-6901

Former name, former address and former fiscal year, if changed since last report: None

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Class A common stock, par value $0.0001 per share   The NASDAQ Capital Market

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ¨    No  x

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    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.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨      Smaller reporting company   x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    

Yes  ¨     No  x

As of June 30, 2012, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant had 4,166,991 shares of Class A common stock, par value $0.0001 per share (Class A common stock), and 2,340,353 shares of Class B common stock, par value $0.0001 per share (Class B common stock), outstanding. As of June 30, 2012, the aggregate market value of the Class A common stock held by nonaffiliates of the registrant was approximately $16.8 million and the aggregate market value of the Class B common stock held by nonaffiliates of the registrant was approximately $1,421. We calculated the aggregate market value based upon the closing price of our Class A common stock reported on the NASDAQ Global Market on June 29, 2012 of $4.06 per share, and 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 April 11, 2013, 4,166,991 shares of Class A common stock, 2,340,353 shares of Class B common stock and 380,000 shares of Series C convertible preferred stock, $0.01 par value per share (“Series C preferred stock”), which are convertible into 760,000 shares of Class A common stock, were outstanding.

Documents Incorporated by Reference:

None.

 

 

 


EXPLANATORY NOTE

This Amendment No. 1 amends the Annual Report on Form 10-K for the year ended December 31, 2012, of Spanish Broadcasting System, Inc. (also referred to as “SBS,” the “Company,” “we,” “us” or “our”) which was filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2013 (the “Original 10-K”). SBS is filing this Amendment No. 1 to correct a typographical error found in the labeling and merging of a line item on the Consolidated Balance Sheets as of December 31, 2012 and 2011 whereby the line item in the Original 10-K that read “Senior credit facility term loan due 2012, less current portion” was merged with what should have been a separate line item that read “12.5% senior secured notes due 2017, net of unamortized discount of $7,194 in 2012”. We are also filing this Amendment No. 1 to amend the Report of Independent Registered Public Accounting Firm related to the consolidated Financial Statement Schedule - Valuation and Qualifying Accounts and Exhibit 23.1, the Consent of Independent Registered Public Accounting Firm, to provide the name and electronic signature of KPMG LLP. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Form 10-K/A.

This Amendment No. 1 does not include the entire Form 10-K. Except as described in this Explanatory Note, this Amendment No. 1 does not amend any other information set forth in the Original 10-K, and the Company has not updated disclosures to reflect any events that occurred subsequent to April 1, 2013. Therefore, this Amendment No. 1 should be read in conjunction with our Original 10-K and our other filings made with the SEC subsequent to the filing of the Original 10-K.


PART IV

 

Item 15. Exhibits and Financial Statement Schedules

 

(a)

1. Financial Statements

The following financial statements have been filed as required by Item 8 of this report:

 

   

Consolidated Balance Sheets as of December 31, 2012 and 2011

2. Financial Statement Schedule

The following financial statement schedule has been filed as required by Item 8 of this report:

 

   

Report of Independent Registered Public Accounting Firm

3. The following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed herewith:

 

Exhibit number

  

Exhibit description

23.1    Consent of KPMG LLP.
31.1    Chief Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Chief Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Chief Executive Officer’s Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2    Chief Financial Officer’s Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


SPANISH BROADCASTING SYSTEM, INC.

AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2012 and 2011

(In thousands, except share data)

 

      2012     2011  
Assets     

Current assets:

    

Cash and cash equivalents

   $ 26,660       71,266  

Receivables:

    

Trade

     27,638       24,014  

Barter

     377       627  
  

 

 

   

 

 

 
     28,015       24,641  

Less allowance for doubtful accounts

     1,592       844  
  

 

 

   

 

 

 

Net receivables

     26,423       23,797  

Prepaid expenses and other current assets

     2,161       4,354  
  

 

 

   

 

 

 

Total current assets

     55,244       99,417  

Property and equipment, net

     38,014       41,743  

FCC broadcasting licenses

     323,055       323,055  

Goodwill

     32,806       32,806  

Other intangible assets, net of accumulated amortization of $642 in 2012 and $380 in 2011

     1,906       2,168  

Deferred financing costs, net of accumulated amortization of $3,015 in 2012 and $7,137 in 2011

     14,601       465  

Other assets

     1,792       1,858  
  

 

 

   

 

 

 

Total assets

   $ 467,418       501,512  
  

 

 

   

 

 

 
Liabilities and Stockholders’ Deficit     

Current liabilities:

    

Accounts payable and accrued expenses

   $ 16,275       16,783  

Accrued interest

     7,339       280  

Unearned revenue

     527       914  

Other liabilities

     669       795  

Current portion of the senior credit facility term loan due 2012

     —          36,313  

Current portion of other long-term debt

     3,009       3,039  

Series B cumulative exchangeable redeemable preferred stock dividends payable

     29,369       21,923  
  

 

 

   

 

 

 

Total current liabilities

     57,188       80,047  

Other liabilities, less current portion

     802       603  

Derivative instruments

     816       740  

12.5% senior secured notes due 2017, net of unamortized discount of $7,194 in 2012

     267,806       —     

Senior credit facility term loan due 2012, less current portion

     —          266,750  

Other long-term debt, less current portion

     8,262       11,271  

Deferred income taxes

     86,049       84,368  
  

 

 

   

 

 

 

Total liabilities

     420,923       443,779  
  

 

 

   

 

 

 

Commitments and contingencies (notes 13, 15, and 17)

    

Cumulative exchangeable redeemable preferred stock:

    

10 3/4% Series B cumulative exchangeable redeemable preferred stock, $0.01 par value, liquidation value $1,000 per share. Authorized 280,000 shares; 92,349 shares issued and outstanding at December 31, 2012 and 2011, respectively

     92,349       92,349  

Stockholders’ deficit:

    

Series C convertible preferred stock, $0.01 par value and liquidation value. Authorized 600,000 shares; 380,000 shares issued and outstanding at December 31, 2012 and 2011, respectively

     4       4  

Class A common stock, $0.0001 par value. Authorized 100,000,000 shares; 4,166,991 shares issued and outstanding at December 31, 2012 and 2011, respectively

     —          —     

Class B common stock, $0.0001 par value. Authorized 50,000,000 shares; 2,340,353 shares issued and outstanding at December 31, 2012 and 2011, respectively

     —          —     

Additional paid-in capital

     525,281       525,235  

Accumulated other comprehensive loss, net

     (816     (740

Accumulated deficit

     (570,323     (559,115
  

 

 

   

 

 

 

Total stockholders’ deficit

     (45,854     (34,616
  

 

 

   

 

 

 

Total liabilities and stockholders’ deficit

   $ 467,418       501,512  
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

4


Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Spanish Broadcasting System, Inc.:

Under date of April 1, 2013, we reported on the consolidated balance sheets of Spanish Broadcasting System, Inc. and subsidiaries (the Company) as of December 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders’ deficit, and cash flows for the years then ended, which report appears in the December 31, 2012 Annual Report on Form 10-K of the Company. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated Financial Statement Schedule - Valuation and Qualifying Accounts in the December 31, 2012 Annual report on Form 10-K. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

Miami, Florida

April 1, 2013

Certified Public Accountants


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 hereunto duly authorized.

 

    SPANISH BROADCASTING SYSTEM, INC.

April 12, 2013

    By:  

/s/ Joseph A. García

      Joseph A. García
      Chief Financial Officer, Chief Administrative Officer, Senior Executive Vice President and Secretary


SPANISH BROADCASTING SYSTEM, INC.

AND SUBSIDIARIES

Exhibit Index

 

Exhibit number

  

Exhibit description

23.1    Consent of KPMG LLP.
31.1    Chief Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Chief Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Chief Executive Officer’s Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2    Chief Financial Officer’s Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.