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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 10-K

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

For the fiscal year ended December 31, 2003
 
or
 
o
  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

(SBS 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.)
2601 South Bayshore Drive, PH II
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 þ         No o

     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.         o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

    Yes þ        No o

     As of June 30, 2003, the last business day of the Company’s most recently completed second fiscal quarter, the Company had 37,076,655 shares of Class A common stock, par value $.0001 per share, and 27,605,150 shares of Class B common stock, par value $.0001 per share, outstanding. As of June 30, 2003, the aggregate market value of the Class A common stock held by non-affiliates of the Company was approximately $298.8 million and the aggregate market value of the Class B common stock held by non-affiliates of the Company was approximately $4.3 million. We calculated the aggregate market value based upon the closing price of our Class A common stock reported on the Nasdaq National Market System on June 30, 2003 of $8.08 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 March 10, 2004, 39,587,355 shares of Class A common stock, par value $.0001 per share, and 25,105,150 shares of Class B common stock, par value $.0001 per share, were outstanding.

Documents Incorporated by Reference: None




TABLE OF CONTENTS

               
Page

 
           
PART I        
     Business     1  
     Properties     25  
     Legal Proceedings     26  
     Submission of Matters to a Vote of Security Holders     27  
 
           
PART II        
     Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities     28  
     Selected Financial Data     29  
     Management’s Discussion and Analysis of Financial Condition and Results of Operations     33  
     Quantitative and Qualitative Disclosures About Market Risk     47  
     Financial Statements and Supplementary Data     48  
     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     48  
     Controls and Procedures     48  
 
           
PART III        
     Directors and Executive Officers of the Registrant     48  
     Executive Compensation     51  
     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     57  
     Certain Relationships and Related Transactions     59  
     Principal Accountant Fees and Services     60  
 
           
PART IV        
     Exhibits, Financial Statement Schedules, and Reports on Form 8-K     61  
 STOCK OPTION AGREEMENT W/JACK LANGER
 STOCK OPTION AGREEMENT W/ DAN MASON
 INCENTIVE STOCK OPTION AGREEMENT
 NONQUALIFIED STOCK OPTION AGREEMENT
 NONQUALIFIED STOCK OPTION AGREEMENT
 NONQUALIFIED STOCK OPTION AGREEMENT
 INCENTIVE STOCK OPTION AGREEMENT
 AMENDED AND RESTATED EMPLOYMENT AGREEMENT
 CODE OF BUSINESS CONDUCT AND ETHICS
 LIST OF SUBSIDIARIES
 302 CERTIFICATION: CEO
 302 CERTIFICATION: CFO
 906 CERTIFICATION: CEO
 906 CERTIFICATION: CFO

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PART I

 
Item 1. Business

      All references to “we”, “us”, “our”, “SBS”, “our company” or “the 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, mean our predecessor parent company Spanish Broadcasting System, Inc., a New Jersey corporation. Our executive offices are located at 2601 South Bayshore Drive, PH II, Coconut Grove, Florida 33133, and our telephone number is (305) 441-6901.

      We are the largest Hispanic-controlled radio broadcasting company in the United States. After giving effect to the proposed sale of our San Francisco station, we own and operate 24 radio stations in markets that reach approximately 45% of the U.S. Hispanic population. Our stations are located in the top five Hispanic markets in the United States: Los Angeles, New York, Puerto Rico, Chicago and Miami. Los Angeles and New York have the largest and second largest U.S. Hispanic populations, and are the largest and second largest radio markets in the United Sates in terms of advertising revenue, respectively. Our top three markets, based on net revenues, are New York, Los Angeles and Miami. In New York, we own two of the four FM Spanish-language radio stations in that market, and believe that we have the strongest franchise in our target demographic groups.

      Mr. Raúl Alarcón, Jr. became our Chairman of the Board of Directors when we completed our initial public offering on November 2, 1999 and has been our Chief Executive Officer since June 1994 and our President and a director since October 1985. The Alarcón family has been involved in Spanish-language radio broadcasting since the 1950’s, when Mr. Pablo Raúl Alarcón, Sr., our Chairman Emeritus and a member of our Board of Directors, established his first radio station in Camagüey, Cuba. Members of our senior management team, on average, have over 20 years of experience in radio broadcasting.

Business Strategy

      We focus on maximizing the revenue and 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 other markets that have a significant Hispanic population. We also focus on long-term growth by investing in advertising, programming research and on-air talent.

Market Opportunity

      We believe that our focus on formats targeting U.S. Hispanic audiences in the largest Hispanic radio markets, together with our skill in programming and marketing to these audiences, provide us with significant opportunity for the following reasons:

  •  Hispanic Population Growth. The U.S. Hispanic population is the largest minority group and the fastest growing segment of the U.S. population, growing at approximately 7.8 times the rate of the non-Hispanic U.S. population between 1996 and 2003.
 
  •  Hispanic Buying Power. The U.S. Hispanic population accounted for estimated buying power of $675.0 billion in 2003 and Hispanic buying power is growing at nearly twice the annual rate of non-Hispanic buying power. Hispanic buying power is expected to increase to $1.2 trillion by 2010, positioning this demographic as an extremely attractive group for advertisers.
 
  •  Growth in Spanish Language Advertising Spending. In 2003, a total of $3.4 billion was spent on Spanish-language media advertising, compared to $1.8 billion in 1998. This represents a compound annual growth rate of 13.6% over the past five years.

      The above market opportunity information is based on data provided by Synovate - 2004 U.S. Hispanic Market Report, The Santiago Solutions Group and the 2003 Jack Meyers ReportTM.

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Top Five Hispanic Radio Markets in the United States

      The table below lists the top 5 Hispanic radio markets in the United States, including Puerto Rico. Following the closing of the proposed sale of our station in San Francisco, we will continue to own radio stations in Los Angeles, New York, Puerto Rico, Chicago and Miami.

Top 5 Hispanic Markets


                                                 
Estimated Estimated 2003 Total
Estimated % of Total % of Total Estimated # of
Hispanic Population in U.S. Market Radio Our
Population Mkt. which is Hispanic Revenue Stations
Rank Market (000)(a) Hispanic(a) Population(a) ($mm)(b) Operated







  1          Los Angeles     7,811       45%       18%     $ 1,039       4  
  2          New York     4,316       21%       10%       825       2  
  3          Puerto Rico     3,832       99%       9%       100       11  
  4          Chicago     1,838       19%       4%       592       4  
  5          Miami     1,837       43%       4%       287       3  
             
     
     
     
     
 
Total for our markets     19,634       35%       45%     $ 2,843       24  


(a) Sources: Synovate, 2004 U.S. Hispanic Market Report; U.S. Census Bureau Population Estimates for Puerto Rico, 2002; U.S. Census Bureau, Census 2000.
 
(b) Source: BIA Research Inc.’s Investing in Radio, 2003 Market Report.

Our Strategy

      We focus on maximizing the revenue and profitability of our radio station portfolio. We also focus on long-term growth by continuously investing in advertising, programming research and on-air talent. In addition, we have completed strategic acquisitions and divestitures in order to achieve a significant presence with clusters of stations in the top Hispanic markets.

      Our operating strategy focuses on maximizing our radio stations’ appeal to our targeted audiences and advertisers in order to increase revenue and cash flow while minimizing operating expenses. To achieve these goals, we focus on the following:

      Format high quality 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 third-party consultants, in-house research and periodic music testing, to assess listener preferences and the diverse groups in the Hispanic population 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 very familiar with the musical tastes and preferences of each of the various Hispanic ethnic groups, and we customize our programming accordingly.

      Attract and retain strong local management teams. We employ local management teams in each of our markets that are responsible for the day-to-day operations of our radio stations. The teams typically consist of a general manager, a general sales manager and a programming director. Stations are staffed with managers who have experience in and knowledge of the local radio market and/or the local Hispanic market because of the cultural diversity of the Hispanic population from market to market in the United States. We believe this approach improves our flexibility and responsiveness to changing conditions in each of the markets we serve.

      Utilize focused sales efforts. To capture market share, our sales force focuses on converting audience share into rate and revenue increases. Strategically, we hire sales professionals who are experts at Hispanic and general market advertising. We also value knowledgeable account managers skilled at dealing directly with clients in the local market. Spanish-language radio is uniquely positioned for national campaigns, regional marketing plans and local promotions in our diverse markets. We believe that our focused sales efforts are

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working to increase media spending targeted at the Hispanic consumer market and will enable us to continue to achieve rate and revenue growth, and to narrow the gap between the level of advertising currently targeted towards U.S. Hispanics and the actual and potential buying power of our communities.

      Control station operating costs. We employ a disciplined approach to operating our radio stations. We emphasize the control of each station’s operating costs through detailed budgeting, tight control over staffing levels and constant expense analysis. While local management is responsible for the day-to-day operation of each station, corporate management is responsible for long-term and strategic planning, establishing policies and procedures, maximizing cost savings through centralized control where appropriate, allocating corporate resources and maintaining overall control of the stations.

      Effective use of promotions and special events. We use our expertise in marketing to the Hispanic consumer in each of the markets in which we operate stations to attract a large share of advertising revenue. We believe that effective promotional efforts play a significant role in both adding new listeners and increasing listener loyalty. We organize special promotional appearances, such as station van appearances at client events, concerts and tie-ins to special 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 way to reach the Hispanic consumer. In some instances, these events are co-sponsored by local television stations, newspapers and promoters, allowing our mutual advertisers to reach a larger combined audience.

      Maintain strong community involvement. We have been, and will continue to be, actively involved in the local communities that we serve. Our radio stations participate in numerous community programs, fund-raisers and activities benefiting the local community and Hispanics abroad. 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 deter drug and gang involvement, free concerts and events designed to promote family values within the local Hispanic communities, charitable contributions to organizations which benefit the Hispanic community, 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 governmental entities and community and philanthropic organizations for their service. We believe that this involvement helps build and maintain station awareness and listener loyalty.

      Our growth strategy includes evaluating strategic acquisitions and divestitures in order to achieve a significant presence with clusters of stations with strong signals in the top Hispanic markets. We generally 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 revenue through aggressive sales and programming efforts directed at 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 successfully be reformatted.

Programming

      We format the programming of each of our stations to capture a substantial share of the U.S. Hispanic audience in its respective market. 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 in-house research departments located in Miami and Los Angeles, which conduct extensive radio market research on a daily, weekly, monthly and annual basis. By employing listener study groups and telephone surveys modeled after Arbitron® written survey methodology, but with even larger sample sizes than Arbitron®, we are able to assess listener preferences, track trends and gauge our success on a daily basis, well before Arbitron® quarterly results are published. In this manner, we can respond immediately, if necessary, to any changing preferences of listeners and/or trends by refining our programming to reflect the results of our research and testing. Each of our programming formats is described below.

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  •  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 the Hispanics whom we target in New York, Miami and Puerto Rico. 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, norteña, 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. Norteña means northern, and is representative of Northern Mexico. Featuring an accordion, norteña has a polka sound with a distinct Mexican flavor. Banda is a regional format from the state of Sinalóa, Mexico and is popular in California. Banda resembles up-tempo marching band music with synthesizers.
 
  •  Spanish Adult Contemporary. The Spanish Adult Contemporary format includes soft romantic ballads and Spanish pop music.
 
  •  Spanish Oldies. The Spanish Oldies format includes a variety of Latin and English classics mainly from the 1960’s, 1970’s and 1980’s.
 
  •  Spanish Hot Adult Contemporary. The Spanish Hot Adult Contemporary format consists of rock ballads as well as alternative dance and pop music.
 
  •  Mexican Adult Contemporary. The Mexican Adult Contemporary format includes pop music and ballads with an emphasis on Mexican artists.
 
  •  Central American Tropical. The Central American Tropical format includes cumbia, soca and punta, with traditional salsa and merengue for variety.
 
  •  American Adult Contemporary 80’s & 90’s Hits. The American Adult Contemporary format consists of the top American chart hits from the 1980’s and 1990’s.
 
  •  American Top 40. The American Top 40 format consists of the most popular current chart hits.

      The following table lists the programming formats of our radio stations and the target demographic group of each station.

                         
Target Buying
Demographic
Market FM Station Format group by age




  Los Angeles       KLAX    
Regional Mexican
    18-49  
          KZAB    
Central American Tropical
    18-49  
          KZBA    
Central American Tropical
    18-49  
          KXOL    
Mexican Adult Contemporary
    18-49  
 
  New York       WSKQ    
Spanish Tropical
    18-49  
          WPAT    
Spanish Adult Contemporary
    25-54  
 
  Puerto Rico       WMEG    
American Top 40
    18-34  
          WEGM    
American Top 40
    18-34  
          WCMA    
American Adult Contemporary 80’s & 90’s Hits
    18-49  
          WIOA    
Spanish Adult Contemporary
    18-49  
          WIOB    
Spanish Adult Contemporary
    18-49  
          WIOC    
Spanish Adult Contemporary
    18-49  
          WZNT    
Spanish Tropical
    18-49  
          WZMT    
Spanish Tropical
    18-49  
          WZET    
Spanish Tropical
    18-49  
          WODA    
Spanish Hot Adult Contemporary
    18-34  
          WNOD    
Spanish Hot Adult Contemporary
    18-34  

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Target Buying
Demographic
Market FM Station Format group by age




 
  Chicago       WLEY    
Regional Mexican
    18-49  
          WDEK    
Spanish Adult Contemporary
    18-49  
          WKIE    
Spanish Adult Contemporary
    18-49  
          WKIF    
Spanish Adult Contemporary
    18-49  
 
  Miami       WXDJ    
Spanish Tropical
    18-49  
          WCMQ    
Spanish Oldies
    25-54  
          WRMA    
Spanish Adult Contemporary
    18-49  

Radio Station Portfolio

      The following is a general description of each of our markets. The market revenue information is based on data provided by BIA Research, Inc.’s Investing in Radio, 2003 Market Report, Synovate — 2004 U.S. Hispanic Market Report, the U.S. Census Bureau Population Estimates for Puerto Rico — 2002 and the U.S. Census Bureau, Census 2000.

Los Angeles

      The Los Angeles market is the largest radio market in terms of advertising revenue which was projected to be approximately $1.039 billion in 2003. In 2003, the Los Angeles market had the largest U.S. Hispanic population with approximately 7.8 million Hispanics, which is approximately 44.5% of the Los Angeles market’s total population. The Los Angeles market experienced annual radio revenue growth of 10.5% between 1997 and 2002. Radio revenue in the Los Angeles market is expected to grow at an annual rate of 6.4% between 2002 and 2007.

New York

      The New York market is the second largest radio market in terms of advertising revenue which was projected to be approximately $825.0 million in 2003. In 2003, the New York market had the second largest U.S. Hispanic population, with approximately 4.3 million Hispanics, which is approximately 20.5% of the New York market’s total population. We believe that we own the strongest franchise in our target demographic group, with two of the four FM Spanish-language radio stations in the New York market, WSKQ-FM and WPAT-FM. The New York market experienced annual radio revenue growth of 7.0% between 1997 and 2002. Radio revenue in the New York market is expected to grow at an annual rate of 6.0% between 2002 and 2007.

Puerto Rico

      The Puerto Rico market is the thirty-third largest radio market in terms of advertising revenue which was projected to be approximately $100.0 million in 2003. In 2003, the Puerto Rico market had the third largest U.S. Hispanic population, with approximately 3.8 million Hispanics, which is estimated to be approximately 98.8% of the Puerto Rico market’s total population. The Puerto Rico market experienced annual radio revenue growth of 5.3% between 1997 and 2002. Radio revenue in the Puerto Rico market is expected to grow at an annual rate of 5.5% between 2002 and 2007.

Chicago

      The Chicago market is the third largest radio market in terms of advertising revenue which was projected to be approximately $591.7 million in 2003. In 2003, the Chicago market had the fourth largest U.S. Hispanic population, with approximately 1.8 million Hispanics, which is approximately 19.0% of the Chicago market’s total population. The Chicago market experienced annual radio revenue growth of 7.6% between 1997 and 2002. Radio revenue in the Chicago market is expected to grow at an annual rate of 5.6% between 2002 and 2007.

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Miami

      The Miami market is the eleventh largest radio market in terms of advertising revenue which was projected to be approximately $287.1 million in 2003. In 2003, the Miami market had the fifth largest U.S. Hispanic population, with approximately 1.8 million Hispanics, which is approximately 43.1% of the Miami market’s total population. The Miami market experienced annual radio revenue growth of 6.5% between 1997 and 2002. Radio revenue in the Miami market is expected to grow at an annual rate of 5.8% between 2002 and 2007.

Latin Music On-Line (“LaMusica.com”)

      LaMusica.com is our bilingual Spanish-English Internet website and on-line community that focuses on the Hispanic market. LaMusica.com, which has links to the websites of some of our radio stations, is a provider of original information and interactive content related to Latin music, entertainment, news and culture. LaMusica.com and our network of station websites generate revenue primarily from advertising and sponsorship. 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, music reviews, local entertainment calendars, and interactive content on popular Latin recording artists and entertainers. At the same time, LaMusica.com enables our advertisers to cost-effectively reach their targeted Hispanic consumers through an additional and dynamic medium.

Management and Personnel

      Without giving effect to the proposed sale of our San Francisco station, as of March 10, 2004, we had 472 full-time employees, 11 of whom were primarily involved in corporate management and/or station management, 178 of whom were primarily involved in the programming of our stations, 169 of whom were primarily involved in sales, 98 of whom were primarily involved in general administration and 16 of whom were primarily involved in technical or engineering capacities.

      Our business depends upon the efforts, abilities and expertise of our executive officers and other key employees, including Raúl Alarcón, 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 broadcasting revenue fluctuations are common in the radio broadcasting industry and are primarily due to fluctuations in advertising expenditures by local and national advertisers. Historically, the first calendar quarter (January through March) has generally produced the lowest net broadcasting revenue for the year because of routine post-holiday decreases in advertising expenditures.

Patents, Trademarks, Licenses and Franchises

      In the course of our business, we use various trademarks, trade names, domain names and service marks, including logos, in our advertising and promotions. We believe our trademarks, trade names, domain names and service marks are important to our business and we intend to continue to protect and promote these where appropriate and to protect the registration of new trademarks, including through legal action. We do not hold or depend upon any material patent, government license, franchise or concession, except the broadcast licenses granted by the Federal Communications Commission (the “FCC”).

Advertising

      Virtually all of our revenue is derived from advertising. Advertising revenue is usually classified into two categories — “national” or “local.” “National” generally refers to advertising that is solicited by a representative firm for national advertisers. Our national sales representative is SBS/Interep LLC, a division of Interep

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National Radio Sales, Inc. “Local” refers to advertising purchased by advertisers and agencies in the local market served by a particular station.

      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 as well as the demand on available advertising inventory. Rates also vary depending upon a program’s popularity among the listeners an advertiser is seeking to attract and the availability of alternative media in the market. Radio advertising rates generally are highest during the morning drive-time hours which are the peak hours for radio audience listening. A radio broadcaster that has multiple stations in a market is appealing to national advertisers because these advertisers can reach more listeners, thus enabling the broadcaster to attract a greater share of the advertising revenue in a given market. We believe that we will be able to continue increasing 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 and any programming strategy we utilize to attract listeners. We determine the number of advertisements broadcast hourly that can maximize the station’s revenue without negatively impacting 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.

      We have short and long-term contracts with our advertisers, although it is customary in the radio industry that the majority of advertising contracts are short-term and generally run for less than three months. In each of our broadcasting markets, we employ sales personnel to obtain local advertising revenue. Our local sales force is important to maintaining relationships with key local advertisers and agencies and identifying new advertisers. We pay commissions to our local sales staff upon receipt of payment for their respective billings which assists in our collection efforts. We offer assistance to local advertisers by providing them with studio facilities to produce commercials free of charge and, in some cases, we produce the commercials.

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 radio stations with which we compete are subsidiaries of large national or regional companies that may have substantially greater financial resources than we do. Factors which are material to competitive position include management experience, the radio 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 do 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 a given 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” below.

      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, and multi-format digital radio services with sound quality equivalent to that of compact discs. The FCC has licensed companies for the use of a new technology, satellite digital audio

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radio services (known as “SDARS”), to deliver audio programming. SDARS 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 granting licenses for a new “low power” radio or “microbroadcasting” service to provide low cost neighborhood service on frequencies which would not interfere with existing stations.

      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 of any new media technology will not have an adverse effect on the radio broadcasting industry.

      We cannot predict what other matters may 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 may have on our business. See “Federal Regulation of Radio Broadcasting” below.

Antitrust

      We have completed, and in the future may complete, strategic acquisitions and divestitures in order to achieve a significant presence with clusters of stations in the top Hispanic markets. 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.

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 of 1934, as amended (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.

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      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, all of which could have a material adverse impact on our operations.

      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 our 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;
 
  •  auctions of new broadcast licenses;
 
  •  changes to the FCC’s equal employment opportunity regulations and other matters relating to the 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;
 
  •  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 a terrestrial basis;
 
  •  changes in broadcast, 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, or 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 Communications Act provides that a broadcast station license may be granted to any applicant if the granting of the application would serve the public interest, convenience and necessity, 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

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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.

      The following table sets forth the license expiration dates of each of our radio stations.

                             
Date of Date of License Operation
FM Station Market Acquisition Expiration Frequency





KLAX
  Los Angeles, CA     2/24/88       12/01/05       97.9 MHz  
KZAB
  Los Angeles, CA     11/09/00       12/01/05       93.5 MHz  
KZBA
  Los Angeles, CA     11/09/00       12/01/05       93.5 MHz  
KXOL
  Los Angeles, CA     10/30/03       12/01/05       96.3 MHz  
WSKQ
  New York, NY     1/26/89       6/01/06       97.9 MHz  
WPAT
  New York, NY     3/25/96       6/01/06       93.1 MHz  
WMEG
  Puerto Rico     5/13/99       2/01/12       106.9 MHz  
WEGM
  Puerto Rico     1/14/00       2/01/04 *     95.1 MHz  
WCMA
  Puerto Rico     12/01/98       2/01/12       96.5 MHz  
WZET
  Puerto Rico     5/13/99       2/01/12       92.1 MHz  
WIOA
  Puerto Rico     1/14/00       2/01/04 *     99.9 MHz  
WIOB
  Puerto Rico     1/14/00       2/01/12       97.5 MHz  
WIOC
  Puerto Rico     1/14/00       2/01/12       105.1 MHz  
WZNT
  Puerto Rico     1/14/00       2/01/12       93.7 MHz  
WZMT
  Puerto Rico     1/14/00       2/01/12       93.3 MHz  
WODA
  Puerto Rico     1/14/00       2/01/12       94.7 MHz  
WNOD
  Puerto Rico     1/14/00       2/01/12       94.l MHz  
WLEY
  Chicago,&