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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 333-110122

 


 

LBI MEDIA HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware   05-0584918

(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)

 

Registrant’s 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.

 



Table of Contents

LBI MEDIA HOLDINGS, INC.

FORM 10-Q QUARTERLY REPORT

 

TABLE OF CONTENTS

 

         Page

PART I. FINANCIAL INFORMATION

    

Item 1.

 

Unaudited Financial Statements

   3

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   18

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

   31

Item 4.

 

Controls and Procedures

   31

PART II. OTHER INFORMATION

    

Item 1.

 

Legal Proceedings

   32

Item 2.

 

Changes in Securities and Use of Proceeds

   32

Item 3.

 

Defaults upon Senior Securities

   32

Item 4.

 

Submission of Matters to a Vote of Security Holders

   32

Item 5.

 

Other Information

   32

Item 6.

 

Exhibits and Reports on Form 8-K

   32


Table of Contents

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

LBI MEDIA HOLDINGS, 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

     1,092,047      931,131
    

  

Total current assets

     23,248,661      13,546,040

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

     6,080,009      5,942,856

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

   $ 332,864,082    $ 361,751,794
    

  

Liabilities and stockholder’s equity

             

Current liabilities:

             

Accounts payable and accrued expenses

   $ 4,015,770    $ 4,292,557

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

     11,868,359      8,477,115

Long-term debt, excluding current portion

     281,843,787      313,550,140

Deferred compensation

     8,506,000      9,567,000

Deferred state income taxes

     236,078      250,414

Other liabilities

     218,163      241,733

Commitments and contingencies

             

Stockholder’s equity:

             

Common stock, $0.01 par value:

             

Authorized shares —1,000

             

Issued and outstanding shares —100

     1      1

Additional paid-in capital

     22,657,667      22,657,667

Retained earnings

     7,470,797      6,947,124

Accumulated other comprehensive income

     63,230      60,600
    

  

Total stockholder’s equity

     30,191,695      29,665,392
    

  

Total liabilities and stockholder’s equity

   $ 332,864,082    $ 361,751,794
    

  

 

See accompanying notes.

 

3


Table of Contents

LBI MEDIA HOLDINGS, 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 )     (6,272,879 )

Interest and other income

     22,614       24,123  
    


 


Income before income taxes

     1,058,319       265,915  

Provision for income taxes

     (20,000 )     (18,558 )
    


 


Net income

   $ 1,038,319     $ 247,357  
    


 


 

 

 

See accompanying notes.

 

4


Table of Contents

LBI MEDIA HOLDINGS, INC.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    

Three Months Ended

March 31,


 
     2003

    2004

 

Operating activities

                

Net income

   $ 1,038,319     $ 247,357  

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       199,755  

Accretion on senior discount notes

     —         1,100,007  

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 )     160,916  

Employee advances

     (9,826 )     (1,553 )

Accounts payable and accrued expenses

     (526,057 )     276,787  

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       14,336  

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       35,837,398  

Payments on long-term debt and bank borrowings

     (37,243 )     (5,289,720 )

Distributions to Parent

     —         (771,030 )
    


 


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


Table of Contents

LBI MEDIA HOLDINGS, INC.

 

NOTES TO INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Description of Business and Basis of Presentation

 

LBI Media Holdings, Inc. was incorporated in Delaware on June 23, 2003, and is a qualified subchapter S 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, Inc., the Parent assigned to LBI Media Holdings, Inc. 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, Inc. Thus, upon consummation of the exchange, LBI Media, the principal operating company, became a wholly owned subsidiary of LBI Media Holdings, Inc. (LBI Media Holdings).

 

As the above transaction was between entities under common control, it was accounted for at historical cost. LBI Media Holdings’ financial statements and financial information presented for prior periods include the historical activity of LBI Media.

 

LBI Media Holdings is not engaged in any business operations and has not acquired any assets or incurred any liabilities, other than the acquisition of stock of LBI Media, the issuance of senior discount notes and the operations of its subsidiaries. Accordingly, its only material source of cash is dividends and distributions from its operating subsidiaries, which are subject to restriction by LBI Media’s senior credit facility and the indenture governing the senior subordinated notes issued by LBI Media. Parent-only condensed financial information of LBI Media Holdings on a stand-alone basis has been presented in Note 10.

 

LBI Media Holdings 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 indirect 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 Company’s 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 Company’s 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 Company’s December 31, 2003 consolidated financial statements and accompanying notes included in the Company’s 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.

 

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.

 

6


Table of Contents

LBI MEDIA HOLDINGS, INC.

 

NOTES TO INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The condensed consolidated financial statements include the accounts of LBI Media Holdings and its subsidiaries. All significant intercompany amounts and transactions have been eliminated. The accounts of 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 Company’s 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 Company’s 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.

 

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 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  

Senior Discount Notes

     40,978,056       42,078,064  

Empire Note

     2,679,073       2,639,352  
    


 


       282,006,865       313,717,152  

Less current portion

     (163,078 )     (167,012 )
    


 


     $ 281,843,787     $ 313,550,140  
    


 


 

7


Table of Contents

LBI MEDIA HOLDINGS, INC.

 

NOTES TO INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)