UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ending March 31, 2004
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 333-100330
LBI MEDIA, INC.
(Exact Name of Registrant as Specified in Its Charter)
| California | 95-4668901 | |
| (State or other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) |
1845 West Empire Avenue
Burbank, California 91504
(Address of principal executive offices, excluding zip code) (Zip code)
Registrants Telephone Number, Including Area Code: (818) 563-5722
Not Applicable
(Former name, former address and former fiscal year, if changed since last report).
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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of March 31, 2004, there were approximately 100 shares outstanding of Common Stock, $0.01 par value.
LBI MEDIA, INC.
FORM 10-Q QUARTERLY REPORT
| Page | ||||
| PART I. FINANCIAL INFORMATION |
||||
| Item 1. |
Unaudited Financial Statements | 3 | ||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 18 | ||
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk | 33 | ||
| Item 4. |
Controls and Procedures | 34 | ||
| PART II. OTHER INFORMATION |
||||
| Item 1. |
Legal Proceedings | 35 | ||
| Item 2. |
Changes in Securities and Use of Proceeds | 35 | ||
| Item 3. |
Defaults upon Senior Securities | 35 | ||
| Item 4. |
Submission of Matters to a Vote of Security Holders | 35 | ||
| Item 5. |
Other Information | 35 | ||
| Item 6. |
Exhibits and Reports on Form 8-K | 35 | ||
PART I. FINANCIAL INFORMATION
| Item 1. | Financial Statements |
LBI MEDIA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, 2003 |
March 31, 2004 | |||||
| (Note 1) | (unaudited) | |||||
| Assets |
||||||
| Current assets |
||||||
| Cash and cash equivalents |
$ | 6,670,129 | $ | 199,240 | ||
| Short-term investments |
191,650 | 189,020 | ||||
| Accounts receivable (less allowance for doubtful accounts of $965,132 in 2003 and $1,091,879 in 2004) |
13,724,961 | 10,627,103 | ||||
| Current portion of program rights, net |
1,177,325 | 1,182,611 | ||||
| Amounts due from related parties |
334,693 | 349,714 | ||||
| Current portion of employee advances |
57,856 | 67,221 | ||||
| Prepaid expenses and other current assets |
1,087,880 | 913,028 | ||||
| Total current assets |
23,244,494 | 13,527,937 | ||||
| Property and equipment, net |
56,837,070 | 66,214,702 | ||||
| Program rights, excluding current portion |
1,642,887 | 1,335,727 | ||||
| Notes receivable from related parties |
2,518,581 | 2,537,400 | ||||
| Employee advances, excluding current portion |
687,970 | 680,158 | ||||
| Deferred financing costs, net |
4,190,301 | 4,094,035 | ||||
| Broadcast licenses, net |
239,405,098 | 270,018,847 | ||||
| Acquisition costs |
482,455 | 70,543 | ||||
| Escrow funds |
1,500,000 | 750,000 | ||||
| Other assets |
461,351 | 655,521 | ||||
| Total assets |
$ | 330,970,207 | $ | 359,884,870 | ||
| Liabilities and stockholders equity |
||||||
| Current liabilities: |
||||||
| Accounts payable and accrued expenses |
$ | 4,030,956 | $ | 4,295,815 | ||
| Accrued interest |
7,430,702 | 3,839,241 | ||||
| Program rights payable |
69,324 | 42,324 | ||||
| Amounts due to related parties |
189,485 | 135,981 | ||||
| Current portion of long-term debt |
163,078 | 167,012 | ||||
| Total current liabilities |
11,883,545 | 8,480,373 | ||||
| Long-term debt, excluding current portion |
240,865,731 | 271,472,076 | ||||
| Deferred compensation |
8,506,000 | 9,567,000 | ||||
| Deferred state income taxes |
236,078 | 260,276 | ||||
| Other liabilities |
218,163 | 241,733 | ||||
| Commitments and contingencies |
||||||
| Stockholders equity: |
||||||
| Common stock, $0.01 par value: |
||||||
| Authorized shares 1,000 |
||||||
| Issued and outstanding shares 100 |
1 | 1 | ||||
| Additional paid-in capital |
61,457,931 | 61,457,931 | ||||
| Retained earnings |
7,739,528 | 8,344,880 | ||||
| Accumulated other comprehensive income |
63,230 | 60,600 | ||||
| Total stockholders equity |
69,260,690 | 69,863,412 | ||||
| Total liabilities and stockholders equity |
$ | 330,970,207 | $ | 359,884,870 | ||
See accompanying notes.
3
LBI MEDIA, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended March 31, |
||||||||
| 2003 |
2004 |
|||||||
| Revenues |
$ | 18,719,240 | $ | 22,150,355 | ||||
| Less agency commissions |
2,265,672 | 2,778,060 | ||||||
| Net revenues |
16,453,568 | 19,372,295 | ||||||
| Operating expenses: |
||||||||
| Program and technical, exclusive of noncash employee compensation of $159,000 and $245,000 for the three months ended March 31, 2003 and 2004, respectively, and depreciation shown below |
2,910,956 | 3,572,477 | ||||||
| Promotional, exclusive of depreciation shown below |
248,062 | 381,301 | ||||||
| Selling, general and administrative, exclusive of noncash employee compensation of $524,000 and $816,000 for the three months ended March 31, 2003 and 2004, respectively, and depreciation shown below |
5,802,062 | 6,718,283 | ||||||
| Noncash employee compensation |
683,000 | 1,061,000 | ||||||
| Depreciation |
794,211 | 1,124,563 | ||||||
| Total operating expenses |
10,438,291 | 12,857,624 | ||||||
| Operating income |
6,015,277 | 6,514,671 | ||||||
| Interest expense |
(4,979,572 | ) | (5,125,736 | ) | ||||
| Interest and other income |
22,614 | 24,123 | ||||||
| Income before income taxes |
1,058,319 | 1,413,058 | ||||||
| Provision for income taxes |
(20,000 | ) | (31,678 | ) | ||||
| Net income |
$ | 1,038,319 | $ | 1,381,380 | ||||
See accompanying notes.
4
LBI MEDIA, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three Months Ended March 31, |
||||||||
| 2003 |
2004 |
|||||||
| Operating activities |
||||||||
| Net income |
$ | 1,038,319 | $ | 1,381,380 | ||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: |
||||||||
| Depreciation |
794,211 | 1,124,563 | ||||||
| Amortization of deferred financing costs |
133,233 | 153,869 | ||||||
| Noncash employee compensation |
683,000 | 1,061,000 | ||||||
| Provision for doubtful accounts |
216,813 | 198,513 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
110,510 | 2,899,345 | ||||||
| Program rights |
(31,720 | ) | 301,874 | |||||
| Amounts due from related parties |
(145,459 | ) | (15,021 | ) | ||||
| Prepaid expenses and other current assets |
(451,086 | ) | 174,852 | |||||
| Employee advances |
(9,826 | ) | (1,553 | ) | ||||
| Accounts payable and accrued expenses |
(526,057 | ) | 264,859 | |||||
| Accrued interest |
(4,336,298 | ) | (3,591,461 | ) | ||||
| Program rights payable |
| (27,000 | ) | |||||
| Amounts due to related parties |
(13,874 | ) | (53,504 | ) | ||||
| Deferred state income tax payable |
9,600 | 24,198 | ||||||
| Other assets and liabilities |
(3,840 | ) | (189,419 | ) | ||||
| Net cash (used in) provided by operating activities |
(2,532,474 | ) | 3,706,495 | |||||
| Investing activities |
||||||||
| Purchase of property and equipment |
(1,302,984 | ) | (3,502,195 | ) | ||||
| Acquisition of radio and television station property and equipment |
| (7,000,000 | ) | |||||
| Acquisition costs |
(149,886 | ) | (70,543 | ) | ||||
| Acquisition of broadcast licenses |
(8,351 | ) | (28,631,294 | ) | ||||
| Amounts deposited in escrow for the acquisition of broadcast licenses |
| (750,000 | ) | |||||
| Net cash used in investing activities |
(1,461,221 | ) | (39,954,032 | ) | ||||
| Financing activities |
||||||||
| Proceeds from issuance of long-term debt and bank borrowings, net of financing costs |
6,821,128 | 35,842,396 | ||||||
| Payments on long-term debt and bank borrowings |
(37,243 | ) | (5,289,720 | ) | ||||
| Distributions to Parent |
| (776,028 | ) | |||||
| Net cash provided by financing activities |
6,783,885 | 29,776,648 | ||||||
| Net increase (decrease) in cash and cash equivalents |
2,790,190 | (6,470,889 | ) | |||||
| Cash and cash equivalents at beginning of period |
1,396,636 | 6,670,129 | ||||||
| Cash and cash equivalents at end of period |
$ | 4,186,826 | $ | 199,240 | ||||
| Supplemental disclosure of cash flow information: |
||||||||
| Cash paid during the period for: |
||||||||
| Interest |
$ | 10,460,651 | $ | 8,544,680 | ||||
| Income taxes |
$ | 10,400 | $ | | ||||
See accompanying notes.
5
LBI MEDIA, INC.
NOTES TO INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
| 1. | Description of Business and Basis of Presentation |
LBI Media, Inc. was incorporated in California as LBI Holdings II, Inc. and is a wholly owned subsidiary of LBI Media Holdings, Inc. (LBI Media Holdings). LBI Media Holdings is a wholly owned subsidiary of LBI Holdings I, Inc. (the Parent). Pursuant to an Assignment and Exchange Agreement dated September 29, 2003 between the Parent and LBI Media Holdings, the Parent assigned to LBI Media Holdings all of its right, title and interest in 100 shares of common stock of LBI Media, Inc. (LBI Media) (constituting all of the outstanding shares of LBI Media) in exchange for 100 shares of common stock of LBI Media Holdings. Thus, upon consummation of the exchange, LBI Media became a wholly owned subsidiary of LBI Media Holdings. LBI Media is a holding company with substantially no assets, operations or cash flows other than its investment in its subsidiaries.
LBI Media and its wholly owned subsidiaries (collectively referred to as the Company) own and operate radio and television stations located in California and Texas. In addition, the Company, through its wholly owned subsidiary, Empire Burbank Studios, Inc. (Empire), owns a television studio facility that is primarily used to produce programming for Company-owned television stations. Portions of this facility are also leased to independent third parties. The Company sells commercial airtime on its radio and television stations to local and national advertisers. In addition, the Company has entered into time brokerage agreements with third parties for three of its radio stations.
The Companys KHJ-AM, KVNR-AM, KWIZ-FM, KBUE-FM, KBUA-FM and KEBN-FM radio stations service the Los Angeles, California market, while its KQUE-AM, KJOJ-AM, KSEV-AM, KEYH-AM, KJOJ-FM, KTJM-FM, KQQK-FM, KIOX-FM and KXGJ-FM radio stations service the Houston, Texas market.
The Companys television stations, KRCA, KZJL, KMPX and KSDX, service the Los Angeles, California, Houston, Texas, Dallas Fort-Worth, Texas and San Diego, California markets, respectively.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the SEC). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the fiscal year. The condensed consolidated financial statements should be read in conjunction with the Companys December 31, 2003 consolidated financial statements and accompanying notes included in the Companys annual report on Form 10-K (the Annual Report). All terms used but not defined elsewhere herein have the meanings ascribed to them in the Annual Report.
6
LBI MEDIA, INC.
NOTES TO INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
The condensed consolidated financial statements include the accounts of LBI Media and its subsidiaries. All significant intercompany amounts and transactions have been eliminated. The accounts of LBI Media Holdings and the Parent, including certain indebtedness (see Note 4), are not included in the accompanying unaudited condensed financial statements.
| 2. | Recent Accounting Pronouncements |
In January 2003, the Financial Accounting Standards Board (FASB) issued FIN No. 46, Consolidation of Variable Interest Entities (FIN 46). FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The provisions of FIN 46 became effective immediately for all arrangements entered into after January 31, 2003. For arrangements entered into with variable interest entities created prior to January 31, 2003, the provisions of FIN 46 become effective for the first interim or annual period ending after March 15, 2004. The Company adopted the provisions of FIN 46 in the first quarter of 2004, however such adoption has not had an impact on the Companys results of operations or financial position.
| 3. | Broadcast Licenses |
The Company accounts for its broadcast licenses in accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142). The Company believes its broadcast licenses have indefinite useful lives given they are expected to indefinitely contribute to the future cash flows of the Company and that they may be continually renewed without substantial cost to the Company. As such, in accordance with SFAS 142, the broadcast licenses are reviewed for impairment at least annually.
The carrying value of broadcast licenses is evaluated periodically in relation to the operating performance and anticipated future cash flows of the underlying radio and television stations for indicators of impairment. If indicators of impairment are identified and the discounted cash flows estimated to be generated from these assets are less than the carrying value, an adjustment to reduce the carrying value to the fair market value of the assets would be recorded, if necessary. The fair value of the Companys broadcast licenses is determined using the discounted cash flow approach. This approach requires the projection of future cash flows and the restatement of these cash flows into their present valuation equivalent through the use of a discount rate. No adjustments to the carrying amounts of broadcast licenses for impairment were made during the three months ended March 31, 2003 and 2004.
7
LBI MEDIA, INC.
NOTES TO INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
Accumulated amortization of broadcast licenses totaled approximately $17,696,000 at December 31, 2003 and March 31, 2004.
| 4. | Long-Term Debt |
Long-term debt consists of the following (not including the debt of LBI Media Holdings or the Parent see discussion below):
| December 31, 2003 |
March 31, 2004 |
|||||||
| 2002 Revolver |
$ | 88,349,736 | $ | 118,999,736 | ||||
| Senior Subordinated Notes |
150,000,000 | 150,000,000 | ||||||
| Empire Note |
2,679,073 | 2,639,352 | ||||||
| 241,028,809 | 271,639,088 | |||||||
| Less current portion |
(163,078 | ) | (167,012 | ) | ||||
| $ | 240,865,731 | $ | 271,472,076 | |||||
In July 1999, Empire Burbank Studios, Inc., a wholly owned subsidiary of the Company, issued an installment note payable to a bank for $3.25 million (the Empire Note), which bears interest at the rate of 8.13% per annum. The Empire Note is payable in monthly principal and interest payments of $31,530 through maturity in August 2014. The borrowings under the Empire Note are secured by substantially all of the Empire assets.
On July 9, 2002, LBI Media issued $150.0 million of Senior Subordinated Notes due 2012 (the Senior Subordinated Notes) and entered into a new $160.0 million senior revolving credit facility (the 2002 Revolver). The proceeds of the Senior Subordinated Notes and 2002 Revolver were used to repay LBI Medias former senior credit facility and senior notes.
The Senior Subordinated Notes bear interest at the rate of 10 1/8% per annum, and interest payments are to be made on a semi-annual basis each January 15 and July 15. LBI Media is a holding company that has no independent assets or operations, other than its investment in its subsidiaries. All of LBI Medias subsidiaries are wholly owned and have provided full and unconditional joint and several guarantees of the Senior Subordinated Notes. The indenture governing the Senior Subordinated Notes contains certain restrictive covenants that, among other things, limit the Companys ability to borrow under the 2002 Revolver. The Company may borrow up to $150.0 million under the 2002 Revolver without restrictions, but any amount over $150.0 million will be subject to the Companys compliance with a specified leverage ratio (as defined in the indenture governing the Senior Subordinated Notes). The indenture also limits the Companys ability to pay dividends.
Amounts available under the 2002 Revolver will begin decreasing quarterly, commencing on June 30, 2005, and continuing until maturity on September 30, 2009. Borrowings under the 2002 Revolver bear interest at the election of the Company, based on
8
LBI MEDIA, INC. <