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8-K - FORM 8-K - SPANISH BROADCASTING SYSTEM INC | c20470e8vk.htm |
Exhibit 99.1
SPANISH BROADCASTING SYSTEM, INC. REPORTS
RESULTS FOR THE SECOND QUARTER 2011
RESULTS FOR THE SECOND QUARTER 2011
COCONUT GROVE, FLORIDA, August 12, 2011 Spanish Broadcasting System, Inc. (the Company or
SBS) (NASDAQ: SBSA) today reported financial results for the three- and six-months ended June 30, 2011.
Financial Highlights
Three-Months Ended | Six-Months Ended | |||||||||||||||||||||||
June 30, | % | June 30, | % | |||||||||||||||||||||
(in thousands) | 2011 | 2010 | Change | 2011 | 2010 | Change | ||||||||||||||||||
Net revenue: |
||||||||||||||||||||||||
Radio |
$ | 31,222 | 31,823 | (2 | %) | $ | 57,663 | 58,903 | (2 | %) | ||||||||||||||
Television |
4,405 | 4,014 | 10 | % | 8,739 | 7,780 | 12 | % | ||||||||||||||||
Consolidated |
$ | 35,627 | 35,837 | (1 | %) | $ | 66,402 | 66,683 | (0 | %) | ||||||||||||||
Operating income before
depreciation and
amortization, (gain)
loss on the disposal of
assets, net, and
impairment charges and
restructuring costs, a
non-GAAP measure: |
||||||||||||||||||||||||
Radio |
$ | 17,007 | 17,055 | (0 | %) | $ | 26,203 | 27,474 | (5 | %) | ||||||||||||||
Television |
(1,906 | ) | (2,041 | ) | 7 | % | (3,712 | ) | (4,277 | ) | 13 | % | ||||||||||||
Corporate |
(2,012 | ) | (2,254 | ) | 11 | % | (3,943 | ) | (4,475 | ) | 12 | % | ||||||||||||
Consolidated |
$ | 13,089 | 12,760 | 3 | % | $ | 18,548 | 18,722 | (1 | %) | ||||||||||||||
As of | ||||
June 30, 2011 | ||||
Cash and cash equivalents |
$ | 64,984 |
Please refer to the Non-GAAP Financial Measures and Unaudited Segment Data sections for
definitions and a reconciliation of GAAP to non-GAAP financial measures.
Discussion and Results
Raul Alarcón, Jr., Chairman and CEO, commented, During the second quarter, we continued seeing a
gradual improvement in the advertising environment across select markets, including notable
strength in our national sales performance. Our station brands remain very strong and continue to
deliver leading rating shares across key Hispanic demographics. As we invest in our content and
strategically expand our footprint, we are also continuing to carefully manage our operating costs,
resulting in improved profitability across our stations. Looking ahead, we will continue to focus
on strengthening our assets, maximizing our performance and capitalizing on the tremendous growth
of the Hispanic population.
Quarter Results
For the quarter ended June 30, 2011, consolidated net revenue totaled $35.6 million compared to
$35.8 million for the same prior year period, resulting in a decrease of $0.2 million or 1%. Our
radio segment net revenue decreased $0.6 million or 2%, primarily due to local sales, offset by an
increase in national and network sales. The decrease in local sales occurred in all of our markets,
with the exception of our New York market. The increase in national sales occurred in our New York,
Chicago and Puerto Rico markets. The increase in network sales occurred in all of our markets.
Our television segment net revenue increased $0.4 million or 10%, primarily due to increases in
national spot sales and paid programming sales, offset by a decrease in local spot sales.
Operating income before depreciation and amortization, (gain) loss on the disposal of assets, net,
and impairment charges and restructuring costs, a non-GAAP measure, totaled $13.1 million compared
to $12.8 million for the same prior year period, representing an increase of $0.3 million or 3%.
This increase was primarily attributed to the decrease in operating expenses and corporate
expenses. Please refer to the Non-GAAP Financial Measures and Unaudited Segment Data sections for
definitions and a reconciliation of GAAP to non-GAAP financial measures.
Operating income totaled $11.6 million compared to $11.3 million for the same prior year period,
representing an increase of $0.3 million or 3%. This increase was primarily attributed to the
decrease in operating expenses and corporate expenses.
Six-Months Ended Results
For the six-months ended June 30, 2011, consolidated net revenue totaled $66.4 million compared to
$66.7 million for the same prior year period, resulting in a decrease of $0.3 million or less than
1%. Our radio segment net revenue decreased $1.2 million or 2%, primarily due to local sales,
offset by an increase in national and network sales. The decrease in local sales occurred in all of
our markets. The increase in national sales occurred in our New York, Chicago and Puerto Rico
markets. The increase in network sales occurred in all of our markets. Our television segment net
revenue increased $0.9 million or 12%, primarily due to increases in national spot sales and paid
programming sales, offset by a decrease in local spot sales.
Operating income before depreciation and amortization, (gain) loss on the disposal of assets, net,
impairment charges and restructuring costs, a non-GAAP measure, totaled $18.5 million compared to
$18.7 million for the same prior year period, representing a decrease of $0.2 million or 1%. This
decrease was primarily attributed to the decrease in net revenues, offset by decreases in
operating expenses and corporate expenses. Please refer to the Non-GAAP Financial Measures and
Unaudited Segment Data sections for definitions and a reconciliation of GAAP to non-GAAP financial
measures.
Operating income totaled $15.7 million for the current and same prior year period, respectively.
Reverse Stock Split of our Class A and Class B Common Stock
On July 5, 2011, we filed a Certificate of Amendment to our Certificate of Incorporation with the
Secretary of State of the State of Delaware (the Amendment). The Amendment effected a one-for-ten
(1-for-10) reverse stock split of our outstanding Class A common stock, par value $0.0001 per share
and Class B common stock, par value $0.0001 per share. The reverse stock split became effective at
11:59p.m., Eastern Standard time on July 11, 2011 (the Effective Date).
The reverse stock split was approved by our stockholders at the annual meeting held on June 1,
2011. The trading of our common stock on the NASDAQ Global Market on a split-adjusted basis began
at the opening of trading on July 12, 2011, at which time the symbol changed to SBSAD to indicate
that the reverse stock split had occurred. The symbol returned to the normal SBSA at the open of
the market on August 9, 2011.
Page 2
As a result of the reverse stock split, each ten (10) outstanding shares of pre-split common stock
automatically combined into one (1) share of post-split common stock. No fractional shares were
issued. Proportional adjustments were made to our outstanding stock, stock options and other equity
awards and to our equity compensation plans to reflect the reverse stock split. The condensed
consolidated Statements of Operations for current and prior periods have been adjusted to reflect
the change in number of shares.
NASDAQ Compliance Letter
As a result of the reverse stock split, on July 26, 2011, we received notification from NASDAQ that
we had regained compliance with the $1.00 minimum closing bid price requirement in accordance with
NASDAQ listing rules. The NASDAQ Listing Qualifications Panel has determined to continue the
listing of our securities on The NASDAQ Stock Market.
Page 3
About Spanish Broadcasting System, Inc.
Spanish Broadcasting System, Inc. is the largest publicly traded Hispanic-controlled media and
entertainment company in the United States. SBS owns and/or operates 21 radio stations located in
the top U.S. Hispanic markets of New York, Los Angeles, Miami, Chicago, San Francisco and Puerto
Rico, airing the Tropical, Mexican Regional, Spanish Adult Contemporary and Hurban format genres.
SBS operates 3 of the top 6 Spanish-language stations in the nation including the #1 Spanish
station in America, WSKQ-FM in New York City. The Company also owns and operates MegaTV, a
television operation with over-the-air, cable and satellite distribution and affiliates throughout
the U.S. and Puerto Rico. SBS also produces live concerts and events
and operates www.LaMusica.com, a bilingual Spanish-English online site providing content related to Latin music, entertainment,
news and culture. The Companys corporate Web site can be
accessed at www.spanishbroadcasting.com.
This press release contains certain forward-looking statements. These forward-looking statements,
which are included in accordance with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors
that may cause the Companys actual results and performance in future periods to be materially
different from any future results or performance suggested by the forward-looking statements in
this press release. Although the Company believes the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, it can give no assurance that
actual results will not differ materially from these expectations. Forward-looking statements,
which are based upon certain assumptions and describe future plans, strategies and expectations of
the Company, are generally identifiable by use of the words may, will, expect, believe,
anticipate, intend, could, estimate, might, or continue or the negative or other
variations thereof or comparable terminology. Factors that could cause actual results, events and
developments to differ are included from time to time in the Companys public reports filed with
the Securities and Exchange Commission. All forward-looking statements made herein are qualified
by these cautionary statements and there can be no assurance that the actual results, events or
developments referenced herein will occur or be realized. The Company undertakes no obligation to
update or revise forward-looking statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operation results.
(Financial Table Follows)
Contacts: |
||||
Analysts and Investors
|
Analysts, Investors or Media | |||
Joseph A. García
|
Chris Plunkett | |||
Chief Financial Officer, Chief Administrative Officer,
|
Brainerd Communicators, Inc. | |||
Senior Executive Vice President and Secretary
|
(212) 986-6667 | |||
(305) 441-6901 |
Page 4
Below are the Unaudited Condensed Consolidated Statements of Operations for the three- and
six-months ended June 30, 2011 and 2010.
Three-Months Ended | Six-Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Amounts in thousands, except per share amounts | (Unaudited) | (Unaudited) | ||||||||||||||
Net revenue |
$ | 35,627 | 35,837 | $ | 66,402 | 66,683 | ||||||||||
Station operating expenses |
20,526 | 20,823 | 43,911 | 43,486 | ||||||||||||
Corporate expenses |
2,012 | 2,254 | 3,943 | 4,475 | ||||||||||||
Depreciation and amortization |
1,257 | 1,446 | 2,596 | 3,002 | ||||||||||||
(Gain) loss on the disposal of assets, net |
(2 | ) | 8 | (9 | ) | 8 | ||||||||||
Impairment charges and restructuring costs |
207 | | 207 | | ||||||||||||
Operating income |
11,627 | 11,306 | 15,754 | 15,712 | ||||||||||||
Interest expense, net |
(2,024 | ) | (3,123 | ) | (4,060 | ) | (9,426 | ) | ||||||||
Changes in fair value of derivative instrument |
| 3,016 | | 5,863 | ||||||||||||
Income before income taxes |
9,603 | 11,199 | 11,694 | 12,149 | ||||||||||||
Income tax expense |
1,159 | 1,768 | 2,940 | 3,546 | ||||||||||||
Net income |
8,444 | 9,431 | 8,754 | 8,603 | ||||||||||||
Dividends on Series B preferred stock |
(2,482 | ) | (2,482 | ) | (4,964 | ) | (4,964 | ) | ||||||||
Net income applicable to common stockholders |
$ | 5,962 | 6,949 | $ | 3,790 | 3,639 | ||||||||||
Net income per common share: |
||||||||||||||||
Basic |
$ | 0.82 | 0.96 | $ | 0.52 | 0.50 | ||||||||||
Diluted |
$ | 0.82 | 0.95 | $ | 0.52 | 0.50 | ||||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
7,267 | 7,260 | 7,267 | 7,260 | ||||||||||||
Diluted |
7,280 | 7,287 | 7,283 | 7,282 | ||||||||||||
Page 5
Non-GAAP Financial Measures
Included below are tables that reconcile the three- and six-months ended reported results in
accordance with Generally Accepted Accounting Principles (GAAP) to Non-GAAP results. The tables
reconcile Operating Income to Operating Income before Depreciation and Amortization, (Gain) Loss on
the Disposal of Assets, net and Impairment Charges and Restructuring Costs.
UNAUDITED GAAP REPORTED RESULTS RECONCILED TO NON- GAAP RESULTS
Three-Months Ended | ||||||||||||
June 30, | % | |||||||||||
(Amounts in thousands) | 2011 | 2010 | Change | |||||||||
Operating Income |
$ | 11,627 | 11,306 | |||||||||
add back: Impairment charges and restructuring costs |
207 | | ||||||||||
add back: (Gain) Loss on the disposal of assets, net |
(2 | ) | 8 | |||||||||
add back: Depreciation and amortization |
1,257 | 1,446 | ||||||||||
Operating Income before Depreciation and
Amortization, (Gain) Loss on the Disposal of Assets, net, and
Impairment Charges and Restructuring Costs |
$ | 13,089 | 12,760 | 3 | % | |||||||
Six-Months Ended | ||||||||||||
June 30, | % | |||||||||||
(Amounts in thousands) | 2011 | 2010 | Change | |||||||||
Operating Income |
$ | 15,754 | 15,712 | |||||||||
add back: Impairment charges and restructuring costs |
207 | | ||||||||||
add back: (Gain) Loss on the disposal of assets, net |
(9 | ) | 8 | |||||||||
add back: Depreciation and amortization |
2,596 | 3,002 | ||||||||||
Operating Income before Depreciation and
Amortization, (Gain) Loss on the Disposal of Assets, net, and
Impairment Charges and Restructuring Costs |
$ | 18,548 | 18,722 | (1 | %) | |||||||
Operating Income before Depreciation and Amortization, (Gain) Loss on the Disposal of Assets,
net, and Impairment Charges and Restructuring Costs are not measures of performance or liquidity
determined in accordance with GAAP in the United States. However, we believe that these measures
are useful in evaluating our performance because they reflect a measure of performance for our
stations before considering costs and expenses related to our capital structure and dispositions.
These measures are widely used in the broadcast industry to evaluate a companys operating
performance and are used by us for internal budgeting purposes and to evaluate the performance of
our stations, segments, management and consolidated operations. However, these measures should not
be considered in isolation or as substitutes for Operating Income, Net Income, Cash Flows
from Operating Activities or any other measure used in determining our operating performance or
liquidity that is calculated in accordance with GAAP. In addition, because Operating Income before
Depreciation and Amortization, (Gain) Loss on the Disposal of Assets, net, Impairment Charges and
Restructuring Costs is not calculated in accordance with GAAP, it is not necessarily comparable to
similarly titled measures used by other companies.
Page 6
Unaudited Segment Data
We have two reportable segments: radio and television. The following summary table presents
separate financial data for each of our operating segments (in thousands):
Three-Months Ended | Six-Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(In thousands) | (In thousands) | |||||||||||||||
Net revenue: |
||||||||||||||||
Radio |
$ | 31,222 | 31,823 | 57,663 | 58,903 | |||||||||||
Television |
4,405 | 4,014 | 8,739 | 7,780 | ||||||||||||
Consolidated |
$ | 35,627 | 35,837 | 66,402 | 66,683 | |||||||||||
Engineering and programming expenses: |
||||||||||||||||
Radio |
$ | 5,279 | 5,684 | 11,688 | 11,474 | |||||||||||
Television |
4,290 | 4,307 | 8,087 | 8,391 | ||||||||||||
Consolidated |
$ | 9,569 | 9,991 | 19,775 | 19,865 | |||||||||||
Selling, general and administrative
expenses: |
||||||||||||||||
Radio |
$ | 8,936 | 9,084 | 19,772 | 19,955 | |||||||||||
Television |
2,021 | 1,748 | 4,364 | 3,666 | ||||||||||||
Consolidated |
$ | 10,957 | 10,832 | 24,136 | 23,621 | |||||||||||
Corporate expenses: |
$ | 2,012 | 2,254 | 3,943 | 4,475 | |||||||||||
Depreciation and amortization: |
||||||||||||||||
Radio |
$ | 545 | 653 | 1,163 | 1,386 | |||||||||||
Television |
575 | 564 | 1,150 | 1,126 | ||||||||||||
Corporate |
137 | 229 | 283 | 490 | ||||||||||||
Consolidated |
$ | 1,257 | 1,446 | 2,596 | 3,002 | |||||||||||
(Gain) loss on the disposal of assets, net: |
||||||||||||||||
Radio |
$ | (2 | ) | | (9 | ) | | |||||||||
Television |
| 8 | | 8 | ||||||||||||
Corporate |
| | | | ||||||||||||
Consolidated |
$ | (2 | ) | 8 | (9 | ) | 8 | |||||||||
Impairment charges and restructuring costs: |
||||||||||||||||
Radio |
$ | | | | | |||||||||||
Television |
| | | | ||||||||||||
Corporate |
207 | | 207 | | ||||||||||||
Consolidated |
$ | 207 | | 207 | | |||||||||||
Operating income (loss): |
||||||||||||||||
Radio |
$ | 16,464 | 16,402 | 25,049 | 26,088 | |||||||||||
Television |
(2,481 | ) | (2,613 | ) | (4,862 | ) | (5,411 | ) | ||||||||
Corporate |
(2,356 | ) | (2,483 | ) | (4,433 | ) | (4,965 | ) | ||||||||
Consolidated |
$ | 11,627 | 11,306 | 15,754 | 15,712 | |||||||||||
Page 7
Selected Unaudited Balance Sheet Information and Other Data:
As of | ||||
(Amounts in thousands) | June 30, 2011 | |||
Cash and cash equivalents |
$ | 64,984 | ||
Total assets |
$ | 481,774 | ||
Senior secured credit facility term loan due
2012 |
$ | 304,688 | ||
Other debt |
6,532 | |||
Total debt |
$ | 311,220 | ||
Series B preferred stock |
$ | 92,349 | ||
Accrued dividends payable |
16,959 | |||
Total |
$ | 109,308 | ||
Total stockholders deficit |
$ | (44,659 | ) | |
Total capitalization |
$ | 375,869 | ||
For the Six-Months Ended June 30, | ||||||||
(Amounts in thousands) | 2011 | 2010 | ||||||
Capital expenditures |
$ | 2,207 | 807 | |||||
Cash paid for income taxes, net |
$ | 8 | 8 | |||||
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