##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 (Mark One)þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2008oro
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from          to
 Commission file number 33-82114
 
 Spanish Broadcasting System, Inc.
  Delaware(State or other jurisdiction of 
incorporation or organization)
    
    13-3827791(I.R.S. Employer
Identification No.)
 ___________________________
 2601 South Bayshore Drive, PH II
Coconut Grove, Florida 33133  (Address of principal executive offices) (Zip Code)
 (305) 441-6901  (Registrants telephone number, including area code)
  þ o
   Large accelerated filer o
    
    Accelerated
filer þ
    
    Non-accelerated filer o
    
    Smaller reporting
company þ(Do not check if a smaller reporting company)
  o þ




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##### 



SPANISH BROADCASTING SYSTEM, INC.
 INDEX
 PagePART I. FINANCIAL INFORMATIONITEM 1. Financial Statements  Unaudited
    
    
    4Unaudited Condensed Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007
    
    
    4Unaudited Condensed Consolidated Statements of Operations for the Three- and Nine-Months Ended September 30, 2008 and 2007
    
    
    5Unaudited Condensed Consolidated Statement of Changes in Stockholders (Deficit) Equity and Comprehensive Loss for the Nine-Months Ended September 30, 2008
    
    
    6Unaudited Condensed Consolidated Statements of Cash Flows for the Nine-Months Ended September 30, 2008 and 2007
    
    
    7Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    8ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    26ITEM 4. Controls and Procedures
    
    
    26PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    27ITEM 1A. Risk Factors
    
    
    27ITEM 5. Other Information
    
    
    27ITEM 6. Exhibits
    
    
    28EX-31.1EX-31.2EX-32.1EX-32.2
   
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Special Note Regarding Forward-Looking Statements
  3




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements  Unaudited
 
 SPANISH
BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
 September 30,
    
    
    December 31,2008
    
    
    2007(In thousands, except share data)AssetsCurrent assets:Cash and cash equivalents
    
    $
    34,005
    
    
    
    61,122Receivables, net of allowance for doubtful
accounts of $1,458 in 2008 and $3,623 in 2007
    
    
    29,663
    
    
    
    35,835Prepaid expenses and other current assets
    
    
    8,100
    
    
    
    4,515Total current assets
    
    
    71,768
    
    
    
    101,472Property and equipment, net of accumulated depreciation
of $42,649 in 2008 and $38,188 in 2007
    
    
    53,769
    
    
    
    43,739FCC broadcasting licenses
    
    
    353,612
    
    
    
    749,864Goodwill
    
    
    32,806
    
    
    
    32,806Other intangible assets, net of accumulated amortization
of $169 in 2008 and $142 in 2007
    
    
    1,265
    
    
    
    1,292Deferred financing costs, net of accumulated
amortization of $3,686 in 2008 and $2,860 in 2007
    
    
    3,977
    
    
    
    4,803Other assets
    
    
    3,086
    
    
    
    2,153Total assets
    
    $
    520,283
    
    
    
    936,129Liabilities and Stockholders (Deficit) EquityCurrent liabilities:Accounts payable and accrued expenses
    
    $
    15,384
    
    
    
    19,640Accrued interest
    
    
    256
    
    
    
    246Unearned revenue
    
    
    3,357
    
    
    
    4,015Deferred commitment fee
    
    
    244
    
    
    
    300Other liabilities
    
    
    55
    
    
    
    84Non-interest bearing promissory note payable due 2009, net of unamortized discount
of $363 in 2008
    
    
    18,137
    
    
    
    Current portion of the senior credit facilities term loan due 2012
    
    
    3,250
    
    
    
    3,250Current portion of other long-term debt
    
    
    436
    
    
    
    430Series B cumulative exchangeable redeemable preferred stock dividends payable
    
    
    
    
    
    
    2,014Total current liabilities
    
    
    41,119
    
    
    
    29,979Unearned revenue, less current portion
    
    
    
    
    
    
    305Other liabilities, less current portion
    
    
    166
    
    
    
    187Derivative instruments
    
    
    4,639
    
    
    
    3,582Senior secured credit facility term loan due 2012, less current portion
    
    
    310,375
    
    
    
    312,813Other long-term debt, less current portion
    
    
    7,163
    
    
    
    7,490Non-interest bearing promissory note payable due 2009, net of unamortized discount
of $1,410 in 2007
    
    
    
    
    
    
    17,090Deferred income taxes
    
    
    71,798
    
    
    
    170,148Total liabilities
    
    
    435,260
    
    
    
    541,594Cumulative exchangeable redeemable preferred stock:103/4% Series B cumulative exchangeable redeemable preferred
stock, $0.01 par value, liquidation value $1,000 per share.
Authorized 280,000 shares; 89,932 shares issued and
outstanding at September 30, 2008 and December 31, 2007, respectively
    
    
    91,946
    
    
    
    89,932Stockholders (deficit) equity:Series C convertible preferred stock, $0.01 par value and
liquidation value. Authorized 600,000 shares;
380,000 shares issued and outstanding at
September 30, 2008 and December 31, 2007,
respectively
    
    
    4
    
    
    
    4Class A common stock, $0.0001 par value.
Authorized 100,000,000 shares; 41,443,555 and 40,777,805
shares issued and outstanding at September 30, 2008
and December 31, 2007, respectively
    
    
    4
    
    
    
    4Class B common stock, $0.0001 par value.
Authorized 50,000,000 shares; 23,403,500 and 24,003,500
shares issued and outstanding at September 30, 2008 and
December 31, 2007, respectively
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    524,630
    
    
    
    524,030Accumulated other comprehensive loss
    
    
    (8,042
    )
    
    
    (3,582
    )Accumulated deficit
    
    
    (523,521
    )
    
    
    (215,855
    )Total stockholders (deficit) equity
    
    
    (6,923
    )
    
    
    304,603Total liabilities and stockholders
(deficit) equity
    
    $
    520,283
    
    
    
    936,129
  4




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SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  Three-Months Ended
    
    
    Nine-Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands, except per share data)Net revenue
    
    $
    41,253
    
    
    
    46,772
    
    
    
    122,866
    
    
    
    133,580Operating expenses:Engineering and programming
    
    
    13,992
    
    
    
    12,553
    
    
    
    44,110
    
    
    
    37,224Selling, general and administrative
    
    
    16,585
    
    
    
    17,219
    
    
    
    53,797
    
    
    
    53,323Corporate expenses
    
    
    2,707
    
    
    
    3,881
    
    
    
    9,972
    
    
    
    10,596Depreciation and amortization
    
    
    1,792
    
    
    
    1,194
    
    
    
    4,596
    
    
    
    3,436Total operating expenses
    
    
    35,076
    
    
    
    34,847
    
    
    
    112,475
    
    
    
    104,579(Gain) loss on the disposal of assets, net
    
    
    (5
    )
    
    
    51
    
    
    
    (10
    )
    
    
    50Impairment of FCC broadcasting licenses and restructuring costs
    
    
    2,199
    
    
    
    
    
    
    
    398,451
    
    
    
    Operating income (loss)
    
    
    3,983
    
    
    
    11,874
    
    
    
    (388,050
    )
    
    
    28,951Other (expense) income:Interest expense, net
    
    
    (5,686
    )
    
    
    (4,789
    )
    
    
    (16,085
    )
    
    
    (14,213
    )Change in fair value of derivative instrument
    
    
    3,585
    
    
    
    
    
    
    
    3,585
    
    
    
    Other, net
    
    
    
    
    
    
    25
    
    
    
    1,928
    
    
    
    1,985Income (loss) before income taxes
    
    
    1,882
    
    
    
    7,110
    
    
    
    (398,622
    )
    
    
    16,723Income tax expense (benefit)
    
    
    2,325
    
    
    
    4,569
    
    
    
    (98,207
    )
    
    
    10,778Net (loss) income
    
    
    (443
    )
    
    
    2,541
    
    
    
    (300,415
    )
    
    
    5,945Dividends on Series B preferred stock
    
    
    (2,417
    )
    
    
    (2,417
    )
    
    
    (7,251
    )
    
    
    (7,251
    )Net (loss) income applicable to
common stockholders
    
    $
    (2,860
    )
    
    
    124
    
    
    
    (307,666
    )
    
    
    (1,306
    )Basic and diluted net loss per common share
    
    $
    (0.04
    )
    
    
    
    
    
    
    (4.25
    )
    
    
    (0.02
    )Weighted average common shares outstanding:Basic
    
    
    72,418
    
    
    
    72,381
    
    
    
    72,409
    
    
    
    72,381Diluted
    
    
    72,418
    
    
    
    72,386
    
    
    
    72,409
    
    
    
    72,381
  5




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SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
 
 Class C
    
    
    Class A
    
    
    Class B
    
    
    
    
    
    
    Accumulated
    
    
    
    
    
    
    Totalpreferred stock
    
    
    common stock
    
    
    common stock
    
    
    Additional
    
    
    other
    
    
    
    
    
    
    stockholdersNumber of
    
    
    Par
    
    
    Number of
    
    
    Par
    
    
    Number of
    
    
    Par
    
    
    paid-in
    
    
    comprehensive
    
    
    Accumulated
    
    
    (deficit)shares
    
    
    value
    
    
    shares
    
    
    value
    
    
    shares
    
    
    value
    
    
    capital
    
    
    loss
    
    
    deficit
    
    
    equity(In thousands, except share data)Balance at December 31, 2007
    
    
    380,000
    
    
    $
    4
    
    
    
    40,777,805
    
    
    $
    4
    
    
    
    24,003,500
    
    
    $
    2
    
    
    $
    524,030
    
    
    $
    (3,582
    )
    
    $
    (215,855
    )
    
    $
    304,603Conversion
of Class B common stock to Class A common stock
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    
    
    
    
    (600,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of Class A common stock from
vesting of restricted stock
    
    
    
    
    
    
    
    
    
    
    65,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600
    
    
    
    
    
    
    
    
    
    
    
    600Series B preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,251
    )
    
    
    (7,251
    )Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (300,415
    )
    
    
    (300,415
    )Unrealized loss on derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,460
    )
    
    
    
    
    
    
    (4,460
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (304,875
    )Balance at September 30, 2008
    
    
    380,000
    
    
    $
    4
    
    
    
    41,443,555
    
    
    $
    4
    
    
    
    23,403,500
    
    
    $
    2
    
    
    $
    524,630
    
    
    $
    (8,042
    )
    
    $
    (523,521
    )
    
    $
    (6,923
    )
  6




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  Nine-Months EndedSeptember 30,2008
    
    
    2007(In thousands)Cash flows from operating activities:Net (loss) income
    
    $
    (300,415
    )
    
    
    5,945Adjustments to reconcile net income to net cash provided by operating activities:(Gain) loss on the sale of assets
    
    
    (10
    )
    
    
    50Impairment of FCC broadcasting licenses and restructuring costs
    
    
    398,451
    
    
    
    Stock-based compensation
    
    
    600
    
    
    
    1,229Depreciation and amortization
    
    
    4,596
    
    
    
    3,436Net barter income
    
    
    (144
    )
    
    
    (173
    )Provision for trade doubtful accounts
    
    
    717
    
    
    
    1,122Amortization of deferred financing costs
    
    
    826
    
    
    
    835Amortization of discount on the non-interest bearing promissory note payable
    
    
    1,047
    
    
    
    968Deferred income taxes
    
    
    (98,350
    )
    
    
    10,642Decrease in unearned revenue
    
    
    (1,731
    )
    
    
    (1,800
    )Accretion of the time-value of money component related to unearned revenue
    
    
    122
    
    
    
    183Change in
fair value of derivative instrument, net of amortization
    
    
    (3,403
    )
    
    
    Amortization of deferred commitment fee
    
    
    (56
    )
    
    
    (56
    )Amortization of other liabilities
    
    
    (50
    )
    
    
    (17
    )Changes in operating assets and liabilities:Decrease (increase) in trade receivables
    
    
    5,628
    
    
    
    (4,588
    )Increase in other current assets
    
    
    (3,585
    )
    
    
    (52
    )Increase in other assets
    
    
    (933
    )
    
    
    (1,396
    )Decrease in accounts payable and accrued expenses
    
    
    (5,579
    )
    
    
    (2,557
    )Increase in unearned revenue
    
    
    617
    
    
    
    Increase (decrease) in accrued interest
    
    
    45
    
    
    
    (77
    )Net cash (used in) provided by operating
activities
    
    
    (1,607
    )
    
    
    13,694Cash flows from investing activities:Purchases of property and equipment
    
    
    (9,763
    )
    
    
    (4,141
    )Acquisition of a building and its related building improvements
    
    
    (5,828
    )
    
    
    (2,590
    )Proceeds from an insurance recovery
    
    
    91
    
    
    
    15Net cash used in investing activities
    
    
    (15,500
    )
    
    
    (6,716
    )Cash flows from financing activities:Payment of senior secured credit facility term loan 2012
    
    
    (2,438
    )
    
    
    (2,438
    )Payment of Series B preferred stock cash dividends
    
    
    (7,251
    )
    
    
    (7,251
    )Payments of other long-term debt
    
    
    (321
    )
    
    
    (294
    )Net cash used in financing activities
    
    
    (10,010
    )
    
    
    (9,983
    )Net decrease in cash and cash equivalents
    
    
    (27,117
    )
    
    
    (3,005
    )Cash and cash equivalents at beginning of period
    
    
    61,122
    
    
    
    66,815Cash and cash equivalents at end of period
    
    $
    34,005
    
    
    
    63,810Supplemental cash flows information:Interest paid
    
    $
    14,893
    
    
    
    14,950Income taxes paid, net
    
    
    22
    
    
    
    Noncash investing and financing activities:Ten-year promissory note issued for the acquisition of a building
    
    $
    
    
    
    
    7,650Accrual of preferred stock as payment of preferred stock dividend
    
    
    2,014
    
    
    
    Unrealized
loss on derivative instruments
    
    
    (4,460
    )
    
    
    (4,961
    )
  7




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation
   2. Stockholders Equity
 (a) Series C Convertible Preferred Stock
     (b) Class A and B Common Stock
  8




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##### Table of Contents



3 4
 (c) Warrant
  (d) Share-based Compensation Plans
 2006 Omnibus Equity Compensation Plan
  1999 Stock Option Plans
  (e) Stock-Based Compensation Expense
  Three-Months Ended
    
    
    Nine-Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Engineering and programming expenses
    
    $
    8
    
    
    
    192
    
    
    $
    176
    
    
    
    569Selling, general and administrative expenses
    
    
    22
    
    
    
    32
    
    
    
    92
    
    
    
    101Corporate expenses
    
    
    88
    
    
    
    144
    
    
    
    332
    
    
    
    559Total stock-based compensation expense
    
    $
    118
    
    
    
    368
    
    
    $
    600
    
    
    
    1,229
  Stock Options
  9




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##### Table of Contents



WeightedWeighted
    
    
    
    
    
    
    AverageAverage
    
    
    Aggregate
    
    
    RemainingExercise
    
    
    Intrinsic
    
    
    ContractualShares
    
    
    Price
    
    
    Value
    
    
    Life (Years)Outstanding at December 31, 2007
    
    
    3,063
    
    
    $
    10.86Granted
    
    
    125
    
    
    
    0.45Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (36
    )
    
    
    10.58Outstanding at September 30, 2008
    
    
    3,152
    
    
    $
    10.45
    
    
    $
    
    
    
    
    3.8Exercisable at September 30, 2008
    
    
    2,957
    
    
    $
    10.95
    
    
    $
    
    
    
    
    3.4
  Outstanding
    
    Weighted
    
    ExercisableAverageWeighted
    
    Remaining
    
    
    
    
    
    WeightedAverage
    
    Contractual
    
    
    
    
    
    AverageUnvested
    
    Exercise
    
    Life
    
    Number
    
    ExerciseRange of Exercise Prices

    
    Vested Options
    
    Options
    
    Price
    
    (Years)
    
    Exercisable
    
    Price$
    0.45  4.99

    
    362
    
    
    
    138
    
    
    $
    2.94
    
    
    
    7.7
    
    
    
    362
    
    
    $
    3.575.00  9.99

    
    1,697
    
    
    
    47
    
    
    
    8.71
    
    
    
    3.5
    
    
    
    1,697
    
    
    
    8.7810.00  14.99

    
    193
    
    
    
    10
    
    
    
    10.77
    
    
    
    5.9
    
    
    
    193
    
    
    
    10.7715.00  20.00

    
    705
    
    
    
    
    
    
    
    20.00
    
    
    
    1.1
    
    
    
    705
    
    
    
    20.002,957
    
    
    
    195
    
    
    $
    10.45
    
    
    
    3.8
    
    
    
    2,957
    
    
    $
    10.95
 Nonvested Shares
   WeightedAverage Grant-Date Fair ValueShares
    
    
    (per Share)Nonvested at December 31, 2007
    
    
    77
    
    
    $
    4.19Awarded
    
    
    215
    
    
    
    0.92Vested
    
    
    (66
    )
    
    
    1.86Forfeited
    
    
    
    
    
    
    Nonvested at September 30, 2008
    
    
    226
    
    
    $
    1.76
 3. Basic and Diluted Net (Loss) Income Per Common Share
   10




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##### Table of Contents



4. Operating Segments
 Disclosures about Segments of
an Enterprise and Related Information,
 Three-Months Ended
    
    
    
    
    
    
    
    
    
    
    Nine-Months EndedSeptember 30,
    
    
    Change

    
    September 30,
    
    
    Change2008
    
    
    2007
    
    

$
    
    

%

    
    2008
    
    
    2007
    
    

$
    
    

%Net revenue:Radio
    
    $
    36,411
    
    
    
    44,333
    
    
    
    (7,922
    )
    
    
    (18%)
    
    
    
    110,445
    
    
    
    126,421
    
    
    
    (15,976
    )
    
    
    (13%)Television
    
    
    4,842
    
    
    
    2,439
    
    
    
    2,403
    
    
    
    99%
    
    
    
    12,421
    
    
    
    7,159
    
    
    
    5,262
    
    
    
    74%Consolidated
    
    $
    41,253
    
    
    
    46,772
    
    
    
    (5,519
    )
    
    
    (12%)
    
    
    
    122,866
    
    
    
    133,580
    
    
    
    (10,714
    )
    
    
    (8%)Engineering and
programming expenses:Radio
    
    $
    9,438
    
    
    
    8,957
    
    
    
    481
    
    
    
    5%
    
    
    
    29,590
    
    
    
    26,867
    
    
    
    2,723
    
    
    
    10%Television
    
    
    4,554
    
    
    
    3,596
    
    
    
    958
    
    
    
    27%
    
    
    
    14,520
    
    
    
    10,357
    
    
    
    4,163
    
    
    
    40%Consolidated
    
    $
    13,992
    
    
    
    12,553
    
    
    
    1,439
    
    
    
    11%
    
    
    
    44,110
    
    
    
    37,224
    
    
    
    6,886
    
    
    
    18%Selling, general and
administrative
expenses:Radio
    
    $
    13,579
    
    
    
    15,351
    
    
    
    (1,772
    )
    
    
    (12%)
    
    
    
    45,449
    
    
    
    48,068
    
    
    
    (2,619
    )
    
    
    (5%)Television
    
    
    3,006
    
    
    
    1,868
    
    
    
    1,138
    
    
    
    61%
    
    
    
    8,348
    
    
    
    5,255
    
    
    
    3,093
    
    
    
    59%Consolidated
    
    $
    16,585
    
    
    
    17,219
    
    
    
    (634
    )
    
    
    (4%)
    
    
    
    53,797
    
    
    
    53,323
    
    
    
    474
    
    
    
    1%Corporate expenses:
    
    $
    2,707
    
    
    
    3,881
    
    
    
    (1,174
    )
    
    
    (30%)
    
    
    
    9,972
    
    
    
    10,596
    
    
    
    (624
    )
    
    
    (6%)Depreciation and
amortization:Radio
    
    $
    817
    
    
    
    716
    
    
    
    101
    
    
    
    14%
    
    
    
    2,397
    
    
    
    2,153
    
    
    
    244
    
    
    
    11%Television
    
    
    578
    
    
    
    170
    
    
    
    408
    
    
    
    240%
    
    
    
    1,022
    
    
    
    440
    
    
    
    582
    
    
    
    132%Corporate
    
    
    397
    
    
    
    308
    
    
    
    89
    
    
    
    29%
    
    
    
    1,177
    
    
    
    843
    
    
    
    334
    
    
    
    40%Consolidated
    
    $
    1,792
    
    
    
    1,194
    
    
    
    598
    
    
    
    50%
    
    
    
    4,596
    
    
    
    3,436
    
    
    
    1,160
    
    
    
    34%(Gain) loss on the
disposal of assets,
net:Radio
    
    $
    (5
    )
    
    
    51
    
    
    
    (56
    )
    
    
    (110%)
    
    
    
    (10
    )
    
    
    50
    
    
    
    (60
    )
    
    
    (120%)Television
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0%
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0%Corporate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0%
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0%Consolidated
    
    $
    (5
    )
    
    
    51
    
    
    
    (56
    )
    
    
    (110%)
    
    
    
    (10
    )
    
    
    50
    
    
    
    (60
    )
    
    
    (120%)Impairment of FCC
broadcasting licenses
and restructuring
costs:Radio
    
    $
    2,191
    
    
    
    
    
    
    
    2,191
    
    
    
    100%
    
    
    
    381,606
    
    
    
    
    
    
    
    381,606
    
    
    
    100%Television
    
    
    8
    
    
    
    
    
    
    
    8
    
    
    
    100%
    
    
    
    16,845
    
    
    
    
    
    
    
    16,845
    
    
    
    100%Corporate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0%
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0%Consolidated
    
    $
    2,199
    
    
    
    
    
    
    
    2,199
    
    
    
    100%
    
    
    
    398,451
    
    
    
    
    
    
    
    398,451
    
    
    
    100%Operating
income (loss):Radio
    
    $
    10,391
    
    
    
    19,258
    
    
    
    (8,867
    )
    
    
    (46%)
    
    
    
    (348,587
    )
    
    
    49,283
    
    
    
    (397,870
    )
    
    
    (807%)Television
    
    
    (3,304
    )
    
    
    (3,195
    )
    
    
    (109
    )
    
    
    3%
    
    
    
    (28,314
    )
    
    
    (8,893
    )
    
    
    (19,421
    )
    
    
    218%Corporate
    
    
    (3,104
    )
    
    
    (4,189
    )
    
    
    1,085
    
    
    
    (26%)
    
    
    
    (11,149
    )
    
    
    (11,439
    )
    
    
    290
    
    
    
    (3%)Consolidated
    
    $
    3,983
    
    
    
    11,874
    
    
    
    (7,891
    )
    
    
    (66%)
    
    
    
    (388,050
    )
    
    
    28,951
    
    
    
    (417,001
    )
    
    
    (1440%)Capital expenditures:Radio
    
    $
    326
    
    
    
    342
    
    
    
    (16
    )
    
    
    (5%)
    
    
    
    2,643
    
    
    
    1,358
    
    
    
    1,285
    
    
    
    95%Television
    
    
    2,826
    
    
    
    1,005
    
    
    
    1,821
    
    
    
    181%
    
    
    
    12,525
    
    
    
    3,030
    
    
    
    9,495
    
    
    
    313%Corporate
    
    
    60
    
    
    
    974
    
    
    
    (914
    )
    
    
    (94%)
    
    
    
    423
    
    
    
    2,343
    
    
    
    (1,920
    )
    
    
    (82%)Consolidated
    
    $
    3,212
    
    
    
    2,321
    
    
    
    891
    
    
    
    38%
    
    
    
    15,591
    
    
    
    6,731
    
    
    
    8,860
    
    
    
    132%September 30,
    
    
    December 31,Total Assets:
    
    
    2008
    
    
    
    2007Radio
    
    $
    447,300
    
    
    
    862,048Television
    
    
    63,519
    
    
    
    62,462Corporate
    
    
    9,464
    
    
    
    11,619Consolidated
    
    $
    520,283
    
    
    
    936,129
 11




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##### Table of Contents



5. Comprehensive (Loss) Income
  Three-Months ended
    
    
    Nine-Months endedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net (loss) income
    
    $
    (443
    )
    
    
    2,541
    
    
    
    (300,415
    )
    
    
    5,945Other comprehensive loss:Unrealized loss on derivative instruments
    
    
    (3,200
    )
    
    
    (6,630
    )
    
    
    (4,460
    )
    
    
    (4,961
    )Total comprehensive (loss) income
    
    $
    (3,643
    )
    
    
    (4,089
    )
    
    
    (304,875
    )
    
    
    984
 6. New Accounting Pronouncements
 Business Combinations Non-controlling Interests in Consolidated Financial Statements  an amendment to ARB No.
51
 Disclosures about Derivative Instruments and
Hedging Activities Accounting for Derivative
Instruments and Hedging Activities
 7. Income Taxes
 Accounting for Income Taxes in Interim Periods, Goodwill and Other Intangible
Assets
 12




---



##### Table of Contents



Accounting for
Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109 Accounting for Income Taxes
   8. Litigation
  Wolf, et al., Litigation
    13




---



##### Table of Contents



sub judice
     9.
Impairment of FCC Broadcasting Licenses and Restructuring Costs
  14




---



##### Table of Contents



Goodwill and Other Intangible
Assets
 Unit of Accounting
for Testing Impairment of Indefinite-Lived Intangible Assets
     10. Derivative Instruments
 Fair Value of Derivative Instruments
 Fair Value Measurements
 15




---



##### Table of Contents



Fair Value Measurements atSeptember 30, 2008Using Significant OtherDescription
    

    Observable Inputs (Level 2)Derivatives  Liabilities
    
    $
    4,639
 Effective Date of FASB
Statement No. 157
 Accounting for Derivative Instruments
   11. Fair Value of Financial Instruments
 Disclosures About Fair Value of Financial Instruments
   September 30,
    
    December 31,2008
    
    2007Gross
    
    
    
    
    
    Grosscarrying
    
    
    
    
    
    carryingDescription
    
    amount
    
    Fair value
    
    amount
    
    Fair valueSenior credit facilities
    
    $
    313.6
    
    
    
    181.9
    
    
    
    316.1
    
    
    
    291.6103/4% Series B cumulative exchangeable redeemable preferred stock
    
    $
    91.9
    
    
    
    39.9
    
    
    
    89.9
    
    
    
    89.9
  16




---



##### Table of Contents



12. Subsequent Events
 Draw Down of Revolving Credit Facility
     Dividend Payment on the Series B Preferred Stock
 3 4
 NASDAQ Delisting Letter and Temporary Postponement
     17




---



##### Table of Contents



Early Extinguishment of the $18.5 million Non-interest Bearing Promissory Note
    
 Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
     18




---



##### Table of Contents



LaMusica.com, Mega.tv LaMusica.com
 Comparison Analysis of the Operating Results for the Three-Month Periods Ended September 30, 2008
and 2007
  Three-Months EndedSeptember 30,
    
    
    Change2008
    
    
    2007
    
    

$
    
    
    %Net revenue:Radio
    
    $
    36,411
    
    
    
    44,333
    
    
    
    (7,922
    )
    
    
    (18
    %)Television
    
    
    4,842
    
    
    
    2,439
    
    
    
    2,403
    
    
    
    99
    %Consolidated
    
    $
    41,253
    
    
    
    46,772
    
    
    
    (5,519
    )
    
    
    (12
    %)Engineering and programming expenses:Radio
    
    $
    9,438
    
    
    
    8,957
    
    
    
    481
    
    
    
    5
    %Television
    
    
    4,554
    
    
    
    3,596
    
    
    
    958
    
    
    
    27
    %Consolidated
    
    $
    13,992
    
    
    
    12,553
    
    
    
    1,439
    
    
    
    11
    %Selling, general and administrative expenses:Radio
    
    $
    13,579
    
    
    
    15,351
    
    
    
    (1,772
    )
    
    
    (12
    %)Television
    
    
    3,006
    
    
    
    1,868
    
    
    
    1,138
    
    
    
    61
    %Consolidated
    
    $
    16,585
    
    
    
    17,219
    
    
    
    (634
    )
    
    
    (4
    %)Corporate expenses:
    
    $
    2,707
    
    
    
    3,881
    
    
    
    (1,174
    )
    
    
    (30
    %)Depreciation and amortization:Radio
    
    $
    817
    
    
    
    716
    
    
    
    101
    
    
    
    14
    %Television
    
    
    578
    
    
    
    170
    
    
    
    408
    
    
    
    240
    %Corporate
    
    
    397
    
    
    
    308
    
    
    
    89
    
    
    
    29
    %Consolidated
    
    $
    1,792
    
    
    
    1,194
    
    
    
    598
    
    
    
    50
    %(Gain) loss on the disposal of assets, net:Radio
    
    $
    (5
    )
    
    
    51
    
    
    
    (56
    )
    
    
    (110
    %)Television
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Corporate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Consolidated
    
    $
    (5
    )
    
    
    51
    
    
    
    (56
    )
    
    
    (110
    %)Restructuring costs:Radio
    
    $
    2,191
    
    
    
    
    
    
    
    2,191
    
    
    
    100
    %Television
    
    
    8
    
    
    
    
    
    
    
    8
    
    
    
    100
    %Corporate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Consolidated
    
    $
    2,199
    
    
    
    
    
    
    
    2,199
    
    
    
    100
    %Operating
income (loss):Radio
    
    $
    10,391
    
    
    
    19,258
    
    
    
    (8,867
    )
    
    
    (46
    %)Television
    
    
    (3,304
    )
    
    
    (3,195
    )
    
    
    (109
    )
    
    
    3
    %Corporate
    
    
    (3,104
    )
    
    
    (4,189
    )
    
    
    1,085
    
    
    
    (26
    %)Consolidated
    
    $
    3,983
    
    
    
    11,874
    
    
    
    (7,891
    )
    
    
    (66
    %)
 19




---



##### Table of Contents



Three-Months EndedSeptember 30,
    
    
    Change2008
    
    
    2007
    
    

$
    
    

%(In thousands)Net revenue
    
    $
    41,253
    
    
    
    46,772
    
    
    
    (5,519
    )
    
    
    (12
    %)Engineering and programming expenses
    
    
    13,992
    
    
    
    12,553
    
    
    
    1,439
    
    
    
    11
    %Selling, general and administrative expenses
    
    
    16,585
    
    
    
    17,219
    
    
    
    (634
    )
    
    
    (4
    %)Corporate expenses
    
    
    2,707
    
    
    
    3,881
    
    
    
    (1,174
    )
    
    
    (30
    %)Depreciation and amortization
    
    
    1,792
    
    
    
    1,194
    
    
    
    598
    
    
    
    50
    %(Gain) loss on disposal of assets, net
    
    
    (5
    )
    
    
    51
    
    
    
    (56
    )
    
    
    (110
    %)Restructuring costs
    
    
    2,199
    
    
    
    
    
    
    
    2,199
    
    
    
    100
    %Operating income
    
    $
    3,983
    
    
    
    11,874
    
    
    
    (7,891
    )
    
    
    (66
    %)Interest expense, net
    
    
    (5,686
    )
    
    
    (4,789
    )
    
    
    (897
    )
    
    
    19
    %Change in fair value of derivative instrument
    
    
    3,585
    
    
    
    
    
    
    
    3,585
    
    
    
    100
    %Other income, net
    
    
    
    
    
    
    25
    
    
    
    (25
    )
    
    
    (100
    %)Income tax expense
    
    
    2,325
    
    
    
    4,569
    
    
    
    (2,244
    )
    
    
    (49
    %)Net (loss) income
    
    $
    (443
    )
    
    $
    2,541
    
    
    
    (2,984
    )
    
    
    (117
    %)
 Net Revenue.
 Engineering and Programming Expenses.
 Selling, General and Administrative Expenses
 Corporate Expenses
 Depreciation and Amortization.
 Restructuring Costs.
 20




---



##### Table of Contents



Operating Income.
 Interest Expense, net.
 Change in Fair Value of Derivative Instrument
 Income
Taxes.
 Net (Loss) Income.
 Comparison Analysis of the Operating Results for the Nine-Month Periods Ended September 30, 2008
and 2007
  Nine-Months EndedSeptember 30,
    
    
    Change2008
    
    
    2007
    
    

$
    
    

%Net revenue:Radio
    
    
    110,445
    
    
    
    126,421
    
    
    
    (15,976
    )
    
    
    (13
    %)Television
    
    
    12,421
    
    
    
    7,159
    
    
    
    5,262
    
    
    
    74
    %Consolidated
    
    
    122,866
    
    
    
    133,580
    
    
    
    (10,714
    )
    
    
    (8
    %)Engineering and programming expenses:Radio
    
    
    29,590
    
    
    
    26,867
    
    
    
    2,723
    
    
    
    10
    %Television
    
    
    14,520
    
    
    
    10,357
    
    
    
    4,163
    
    
    
    40
    %Consolidated
    
    
    44,110
    
    
    
    37,224
    
    
    
    6,886
    
    
    
    18
    %Selling, general and administrative expenses:Radio
    
    
    45,449
    
    
    
    48,068
    
    
    
    (2,619
    )
    
    
    (5
    %)Television
    
    
    8,348
    
    
    
    5,255
    
    
    
    3,093
    
    
    
    59
    %Consolidated
    
    
    53,797
    
    
    
    53,323
    
    
    
    474
    
    
    
    1
    %Corporate expenses:
    
    
    9,972
    
    
    
    10,596
    
    
    
    (624
    )
    
    
    (6
    %)Depreciation and amortization:Radio
    
    
    2,397
    
    
    
    2,153
    
    
    
    244
    
    
    
    11
    %Television
    
    
    1,022
    
    
    
    440
    
    
    
    582
    
    
    
    132
    %Corporate
    
    
    1,177
    
    
    
    843
    
    
    
    334
    
    
    
    40
    %Consolidated
    
    
    4,596
    
    
    
    3,436
    
    
    
    1,160
    
    
    
    34
    %(Gain) loss on the disposal of assets, net:Radio
    
    
    (10
    )
    
    
    50
    
    
    
    (60
    )
    
    
    (120
    %)Television
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Corporate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Consolidated
    
    
    (10
    )
    
    
    50
    
    
    
    (60
    )
    
    
    (120
    %)Impairment of FCC broadcasting
licenses and restructuring costs:Radio
    
    
    381,606
    
    
    
    
    
    
    
    381,606
    
    
    
    100
    %Television
    
    
    16,845
    
    
    
    
    
    
    
    16,845
    
    
    
    100
    %Corporate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Consolidated
    
    
    398,451
    
    
    
    
    
    
    
    398,451
    
    
    
    100
    %Operating (loss) income:Radio
    
    
    (348,587
    )
    
    
    49,283
    
    
    
    (397,870
    )
    
    
    (807
    %)Television
    
    
    (28,314
    )
    
    
    (8,893
    )
    
    
    (19,421
    )
    
    
    218
    %Corporate
    
    
    (11,149
    )
    
    
    (11,439
    )
    
    
    290
    
    
    
    (3
    %)Consolidated
    
    
    (388,050
    )
    
    
    28,951
    
    
    
    (417,001
    )
    
    
    (1440
    %)
 21




---



##### Table of Contents



Nine-Months EndedSeptember 30,
    
    
    Change2008
    
    
    2007
    
    
    $
    
    
    %(In thousands)Net revenue
    
    $
    122,866
    
    
    
    133,580
    
    
    
    (10,714
    )
    
    
    (8
    %)Engineering and programming expenses
    
    
    44,110
    
    
    
    37,224
    
    
    
    6,886
    
    
    
    18
    %Selling, general and administrative expenses
    
    
    53,797
    
    
    
    53,323
    
    
    
    474
    
    
    
    1
    %Corporate expenses
    
    
    9,972
    
    
    
    10,596
    
    
    
    (624
    )
    
    
    (6
    %)Depreciation and amortization
    
    
    4,596
    
    
    
    3,436
    
    
    
    1,160
    
    
    
    34
    %(Gain) loss on disposal of assets, net
    
    
    (10
    )
    
    
    50
    
    
    
    (60
    )
    
    
    (120
    %)Impairment of FCC broadcasting licenses and restructuring costs
    
    
    398,451
    
    
    
    
    
    
    
    398,451
    
    
    
    100
    %Operating (loss) income
    
    $
    (388,050
    )
    
    
    28,951
    
    
    
    (417,001
    )
    
    
    (1440
    %)Interest expense, net
    
    
    (16,085
    )
    
    
    (14,213
    )
    
    
    (1,872
    )
    
    
    13
    %Change in fair value of derivative instrument
    
    
    3,585
    
    
    
    
    
    
    
    3,585
    
    
    
    100
    %Other income, net
    
    
    1,928
    
    
    
    1,985
    
    
    
    (57
    )
    
    
    (3
    %)Income tax (benefit) expense
    
    
    (98,207
    )
    
    
    10,778
    
    
    
    (108,985
    )
    
    
    (1011
    %)Net (loss) income
    
    $
    (300,415
    )
    
    $
    5,945
    
    
    
    (306,360
    )
    
    
    (5153
    %)
 Net Revenue.
 Engineering and Programming Expenses.
 Selling, General and Administrative Expenses.
 Corporate Expenses
 Depreciation and Amortization.
 22




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##### Table of Contents



Impairment of FCC Broadcasting Licenses and Restructuring Costs.
  Operating (Loss) Income.
 Interest Expense, net.
 Change in Fair Value of Derivative Instrument
 Income Taxes.
 Net (Loss) Income.
 Liquidity and Capital Resources
   
    
    the demand for advertising within the broadcasting industry and economic conditions in
general will not continue to deteriorate further in any material respect;
    
    we will continue to successfully implement our business strategy; and
 
    
    we will not incur any material unforeseen liabilities, including environmental
liabilities and legal judgments.
  23




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##### Table of Contents



Nine-Months EndedSeptember 30,
    
    
    Change2008
    
    
    2007
    
    
    $(In thousands)Capital expenditures:Radio
    
    
    2,643
    
    
    
    1,358
    
    
    
    1,285Television
    
    
    12,525
    
    
    
    3,030
    
    
    
    9,495Corporate
    
    
    423
    
    
    
    2,343
    
    
    
    (1,920
    )Consolidated
    
    $
    15,591
    
    
    
    6,731
    
    
    
    8,860Net cash flows (used in) provided by operating activities
    
    $
    (1,607
    )
    
    
    13,694
    
    
    
    (15,301
    )Net cash flows used in investing activities
    
    
    (15,500
    )
    
    
    (6,716
    )
    
    
    (8,784
    )Net cash flows used in financing activities
    
    
    (10,010
    )
    
    
    (9,983
    )
    
    
    (27
    )Net decrease in cash and cash equivalents
    
    $
    (27,117
    )
    
    
    (3,005
    )
 Capital Expenditures.
 Net Cash Flows (Used In) Provided by Operating Activities.
 Net Cash Flows Used in Investing Activities.
 Net Cash Flows Used In Financing Activities.
 Restructuring Costs
  24




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##### Table of Contents



Recent Developments
 Draw Down of Revolving Credit Facility
     Dividend Payment on the Series B Preferred Stock
 3 4
 NASDAQ Delisting Letter and Temporary Postponement
      25




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##### Table of Contents



Early Extinguishment of the $18.5 million Non-interest Bearing Promissory Note
    Off-Balance Sheet Arrangements
  Impact of Inflation
  
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk.
  
 Item 4.
    
    Controls and Procedures
 Evaluation
Of Disclosure Controls And Procedures.
 26




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##### Table of Contents



Changes In Internal Control Over Financial Reporting.
 
 PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 5.
    
    Other Information
  27




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##### Table of Contents



Item 6.
    
    Exhibits
 (a) Exhibits
  ExhibitNumber
    
    
    
    Exhibit Description3.1
    
    
    
    
    Third Amended and Restated Certificate of Incorporation of Spanish Broadcasting System, Inc. (the
Company), dated September 29, 1999 (incorporated by reference to the Companys 1999
Registration Statement on Form S-1 (Commission File No. 333-85499) (the 1999 Registration
Statement)) (Exhibit A to this exhibit is incorporated by reference to the Companys Current
Report on Form 8-K, dated March 25, 1996 (the 1996 Current Report).3.2
    
    
    
    
    Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the
Company, dated September 29, 1999 (incorporated by reference to Exhibit 3.2 of the Companys 1999
Registration Statement).3.3
    
    
    
    
    Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.3 of the
Companys 1999 Registration Statement).3.4
    
    
    
    
    Certificate of Elimination of 141/4% Senior Exchangeable Preferred Stock, Series A of the
Company, dated October 28, 2003 (incorporated by reference to Exhibit 3.3 of the Companys
Quarterly Report on Form 10-Q, dated November 14, 2003 (the 11/14/03 Quarterly Report)).4.1
    
    
    
    
    Article V of the Third Amended and Restated Certificate of Incorporation of the Company, dated
September 29, 1999 (incorporated by reference to Exhibit 3.1 of the Companys 1999 Registration
Statement).4.2
    
    
    
    
    Certificate of Designations dated October 29, 2003 Setting Forth the Voting Power, Preferences
and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations
and Restrictions of the 103/4% Series A Cumulative Exchangeable Redeemable Preferred Stock of
Spanish Broadcasting System, Inc. (incorporated by reference to Exhibit 4.1 of the Companys
11/14/03 Quarterly Report).4.3
    
    
    
    
    Certificate of Designations dated October 29, 2003 Setting Forth the Voting Power, Preferences
and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations
and Restrictions of the 103/4% Series B Cumulative Exchangeable Redeemable Preferred Stock of
Spanish Broadcasting System, Inc. (incorporated by reference to Exhibit 4.2 of the Companys
11/14/03 Quarterly Report).4.4
    
    
    
    
    Indenture dated June 29, 1994 among the Company, IBJ Schroder Bank & Trust Company, as Trustee,
the Guarantors named therein and the Purchasers named therein (incorporated by reference to
Exhibit 4.1 of the Companys 1994 Registration Statement on Form S-4 (the 1994 Registration
Statement).4.5
    
    
    
    
    First Supplemental Indenture dated as of March 25, 1996 to the Indenture dated as of June 29,
1994 among the Company, the Guarantors named therein and IBJ Schroder Bank & Trust Company, as
Trustee (incorporated by reference to the 1996 Current Report).4.6
    
    
    
    
    Second Supplemental Indenture dated as of March 1, 1997 to the Indenture dated as of June 29,
1994 among the Company, the Guarantors named therein and IBJ Schroder Bank & Trust Company, as
Trustee (incorporated by reference to the 1996 Current Report).4.7
    
    
    
    
    Supplemental Indenture dated as of October 21, 1999 to the Indenture dated as of June 29, 1994
among the Company, the Guarantors named therein and IBJ Schroder Bank & Trust Company, as Trustee
(incorporated by reference to the Companys 1999 Registration Statement).
 28




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##### Table of Contents



ExhibitNumber
    
    
    
    Exhibit Description4.8
    
    
    
    
    Indenture with respect to 95/8% Senior Subordinated Notes due 2009 with The Bank of New York as
Trustee, dated November 8, 1999 (incorporated by reference to the Current Report on Form 8-K
dated November 2, 1999 (the 1999 Current Report)).4.9
    
    
    
    
    Indenture with respect to 95/8% Senior Subordinated Notes due 2009 with the Bank of New York as
Trustee, dated June 8, 2001 (incorporated by reference to the Companys Registration Statement on
Form S-3, filed on June 25, 2001 (the 2001
Form S-3).4.10
    
    
    
    
    Form of stock certificate for the Class A common stock of the Company (incorporated by reference
to the Companys 1999 Registration Statement).4.11
    
    
    
    
    Certificate of Elimination of 141/4% of Senior Exchangeable Preferred Stock, Series A of the
Company, dated October 28, 2003 (incorporated by reference to Exhibit 3.3 of the Companys
Quarterly Report on Form 10-Q filed November 14, 2003).4.12
    
    
    
    
    Certificate of Designation Setting Forth the Voting Power, Preferences and Relative,
Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions
of the Series C Convertible Preferred Stock of the Company (Certificate of Designation of Series
C Preferred Stock) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on
Form 8-K filed on December 27, 2004).4.13
    
    
    
    
    Certificate of Correction to Certificate of Designation of Series C Preferred Stock of the
Company dated January 7, 2005 (incorporated by reference to Exhibit 4.13 of the Companys Annual
Report filed on Form 10-K for the fiscal year 2004).10.1
    
    
    
    
    Amended and Restated Employment Agreement dated as of August 4, 2008, by and between the Company
and Joseph A. García (incorporated by reference to Exhibit 10.1 of the Companys Current Report
filed on Form 8-K filed on August 8, 2008).14.1
    
    
    
    
    Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Companys
Form 10-K for the fiscal year 2003).31.1
    
    
    
    
    Chief Executive Officers Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    
    
    Chief Financial Officers Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    
    
    Chief Executive Officers Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    
    
    Chief Financial Officers Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
 29




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##### Table of Contents



SIGNATURES
  SPANISH BROADCASTING SYSTEM, INC.By:
    /s/ JOSEPH A. GARCÍAJOSEPH A. GARCÍAChief Financial Officer, Chief
Administrative Officer,
Senior Executive Vice President and Secretary
(principal financial and accounting officer and duly
authorized officer of the registrant)  30




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    
    
    Exhibit Description3.1
    
    
    
    
    Third Amended and Restated Certificate of Incorporation of Spanish Broadcasting System, Inc. (the
Company), dated September 29, 1999 (incorporated by reference to the Companys 1999
Registration Statement on Form S-1 (Commission File No. 333-85499) (the 1999 Registration
Statement)) (Exhibit A to this exhibit is incorporated by reference to the Companys Current
Report on Form 8-K, dated March 25, 1996 (the 1996 Current Report).3.2
    
    
    
    
    Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the
Company, dated September 29, 1999 (incorporated by reference to Exhibit 3.2 of the Companys 1999
Registration Statement).3.3
    
    
    
    
    Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.3 of the
Companys 1999 Registration Statement).3.4
    
    
    
    
    Certificate of Elimination of 141/4% Senior Exchangeable Preferred Stock, Series A of the
Company, dated October 28, 2003 (incorporated by reference to Exhibit 3.3 of the Companys
Quarterly Report on Form 10-Q, dated November 14, 2003 (the 11/14/03 Quarterly Report)).4.1
    
    
    
    
    Article V of the Third Amended and Restated Certificate of Incorporation of the Company, dated
September 29, 1999 (incorporated by reference to Exhibit 3.1 of the Companys 1999 Registration
Statement).4.2
    
    
    
    
    Certificate of Designations dated October 29, 2003 Setting Forth the Voting Power, Preferences
and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations
and Restrictions of the 103/4% Series A Cumulative Exchangeable Redeemable Preferred Stock of
Spanish Broadcasting System, Inc. (incorporated by reference to Exhibit 4.1 of the Companys
11/14/03 Quarterly Report).4.3
    
    
    
    
    Certificate of Designations dated October 29, 2003 Setting Forth the Voting Power, Preferences
and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations
and Restrictions of the 103/4% Series B Cumulative Exchangeable Redeemable Preferred Stock of
Spanish Broadcasting System, Inc. (incorporated by reference to Exhibit 4.2 of the Companys
11/14/03 Quarterly Report).4.4
    
    
    
    
    Indenture dated June 29, 1994 among the Company, IBJ Schroder Bank & Trust Company, as Trustee,
the Guarantors named therein and the Purchasers named therein (incorporated by reference to
Exhibit 4.1 of the Companys 1994 Registration Statement on Form S-4 (the 1994 Registration
Statement).4.5
    
    
    
    
    First Supplemental Indenture dated as of March 25, 1996 to the Indenture dated as of June 29,
1994 among the Company, the Guarantors named therein and IBJ Schroder Bank & Trust Company, as
Trustee (incorporated by reference to the 1996 Current Report).4.6
    
    
    
    
    Second Supplemental Indenture dated as of March 1, 1997 to the Indenture dated as of June 29,
1994 among the Company, the Guarantors named therein and IBJ Schroder Bank & Trust Company, as
Trustee (incorporated by reference to the 1996 Current Report).4.7
    
    
    
    
    Supplemental Indenture dated as of October 21, 1999 to the Indenture dated as of June 29, 1994
among the Company, the Guarantors named therein and IBJ Schroder Bank & Trust Company, as Trustee
(incorporated by reference to the Companys 1999 Registration Statement).4.8
    
    
    
    
    Indenture with respect to 95/8% Senior Subordinated Notes due 2009 with The Bank of New York as
Trustee, dated November 8, 1999 (incorporated by reference to the Current Report on Form 8-K
dated November 2, 1999 (the 1999 Current Report)).
 31




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##### Table of Contents



ExhibitNumber
    
    
    
    Exhibit Description4.9
    
    
    
    
    Indenture with respect to 95/8% Senior Subordinated Notes due 2009 with the Bank of New York as
Trustee, dated June 8, 2001 (incorporated by reference to the Companys Registration Statement on
Form S-3, filed on June 25, 2001 (the 2001 Form S-3).4.10
    
    
    
    
    Form of stock certificate for the Class A common stock of the Company (incorporated by reference
to the Companys 1999 Registration Statement).4.11
    
    
    
    
    Certificate of Elimination of 141/4% of Senior Exchangeable Preferred Stock, Series A of the
Company, dated October 28, 2003 (incorporated by reference to Exhibit 3.3 of the Companys
Quarterly Report on Form 10-Q filed November 14, 2003).4.12
    
    
    
    
    Certificate of Designation Setting Forth the Voting Power, Preferences and Relative,
Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions
of the Series C Convertible Preferred Stock of the Company (Certificate of Designation of Series
C Preferred Stock) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on
Form 8-K filed on December 27, 2004).4.13
    
    
    
    
    Certificate of Correction to Certificate of Designation of Series C Preferred Stock of the
Company dated January 7, 2005 (incorporated by reference to Exhibit 4.13 of the Companys Annual
Report filed on Form 10-K for the fiscal year 2004).10.1
    
    
    
    
    Amended and Restated Employment Agreement dated as of August 4, 2008, by and between the Company
and Joseph A. García (incorporated by reference to Exhibit 10.1 of the Companys Current Report
filed on Form 8-K filed on August 8, 2008).14.1
    
    
    
    
    Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Companys
Form 10-K for the fiscal year 2003).31.1
    
    
    
    
    Chief Executive Officers Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    
    
    Chief Financial Officers Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    
    
    Chief Executive Officers Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    
    
    Chief Financial Officers Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
 32