##### 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 1934
 For the quarterly period ended June 30, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission file number 33-82114
 
 Spanish Broadcasting System, Inc.
  Delaware
    
    13-3827791(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    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
 o  o
  Large accelerated filer o
    
    Accelerated filer o
    
    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 June 30, 2009 and December 31, 2008
    
    
    4Unaudited Condensed Consolidated Statements of Operations for the Three- and Six-Months Ended June 30, 2009 and 2008
    
    
    5Unaudited Condensed Consolidated Statement of Changes in Stockholders Deficit and Comprehensive Loss for the Six-Months Ended June 30, 2009
    
    
    6Unaudited Condensed Consolidated Statements of Cash Flows for the Six-Months Ended June 30, 2009 and 2008
    
    
    7Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    8ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16ITEM 4T. Controls and Procedures
    
    
    24PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    24ITEM 1A. Risk Factors
    
    
    24ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    25ITEM 5. Other Information
    
    
    25ITEM 6. Exhibits
    
    
    25EX-31.1EX-31.2EX-32.1EX-32.2
  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
  June 30,
    
    
    December 31,2009
    
    
    2008(In thousands, except share data)AssetsCurrent assets:Cash and cash equivalents
    
    $
    37,056
    
    
    
    32,852Receivables, net of allowance for doubtful accounts of $1,032 in 2009 and $1,675 in 2008
    
    
    25,987
    
    
    
    27,580Prepaid expenses and other current assets
    
    
    3,898
    
    
    
    4,426Total current assets
    
    
    66,941
    
    
    
    64,858Property and equipment, net of accumulated depreciation of $45,293 in 2009 and $43,567 in 2008
    
    
    49,498
    
    
    
    52,411FCC broadcasting licenses
    
    
    321,101
    
    
    
    331,224Goodwill
    
    
    32,806
    
    
    
    32,806Other intangible assets, net of accumulated amortization of $196 in 2009 and $178 in 2008
    
    
    1,238
    
    
    
    1,256Deferred financing costs, net of accumulated amortization of $4,493 in 2009 and $3,956 in 2008
    
    
    3,109
    
    
    
    3,646Other assets
    
    
    2,439
    
    
    
    3,066Total assets
    
    $
    477,132
    
    
    
    489,267Liabilities and Stockholders DeficitCurrent liabilities:Accounts payable and accrued expenses
    
    $
    16,560
    
    
    
    15,428Accrued interest
    
    
    5,018
    
    
    
    486Unearned revenue
    
    
    439
    
    
    
    560Other liabilities
    
    
    66
    
    
    
    66Derivative instruments
    
    
    9,163
    
    
    
    Senior credit facility revolver due 2010
    
    
    15,000
    
    
    
    Current portion of the senior credit facility term loan due 2012
    
    
    3,250
    
    
    
    3,250Current portion of other long-term debt
    
    
    443
    
    
    
    438Series B cumulative exchangeable redeemable preferred stock dividends payable
    
    
    2,068
    
    
    
    2,068Total current liabilities
    
    
    52,007
    
    
    
    22,296Other liabilities, less current portion
    
    
    106
    
    
    
    139Derivative instruments
    
    
    529
    
    
    
    12,541Senior credit facility revolver due 2010
    
    
    
    
    
    
    15,000Senior credit facility term loan due 2012, less current portion
    
    
    307,937
    
    
    
    309,563Other long-term debt, less current portion
    
    
    6,830
    
    
    
    7,052Deferred income taxes
    
    
    67,398
    
    
    
    68,082Total liabilities
    
    
    434,807
    
    
    
    434,673Cumulative 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; 92,349 shares issued and
outstanding at June 30, 2009 and December 31, 2008, respectively
    
    
    92,349
    
    
    
    92,349Stockholders deficit:Series C convertible preferred stock, $0.01 par value and liquidation value. Authorized 600,000 shares;
380,000 shares issued and outstanding at June 30, 2009 and December 31, 2008, respectively
    
    
    4
    
    
    
    4Class A common stock, $0.0001 par value. Authorized 100,000,000 shares; 41,499,222 and 41,445,222
shares issued and outstanding at June 30, 2009 and December 31, 2008, respectively
    
    
    4
    
    
    
    4Class B common stock, $0.0001 par value. Authorized 50,000,000 shares; 23,403,500
shares issued and outstanding at June 30, 2009 and December 31, 2008, respectively
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    524,854
    
    
    
    524,722Accumulated other comprehensive loss
    
    
    (5,137
    )
    
    
    (8,187
    )Accumulated deficit
    
    
    (569,751
    )
    
    
    (554,300
    )Total stockholders deficit
    
    
    (50,024
    )
    
    
    (37,755
    )Total liabilities and stockholders deficit
    
    $
    477,132
    
    
    
    489,267
  4




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  Three-Months Ended
    
    
    Six-Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands, except per share data)Net revenue
    
    $
    37,052
    
    
    
    45,180
    
    
    
    64,846
    
    
    
    81,613Operating expenses:Engineering and programming
    
    
    11,234
    
    
    
    15,464
    
    
    
    22,239
    
    
    
    30,118Selling, general and administrative
    
    
    12,463
    
    
    
    17,623
    
    
    
    23,825
    
    
    
    37,212Corporate expenses
    
    
    2,312
    
    
    
    3,672
    
    
    
    5,173
    
    
    
    7,265Depreciation and amortization
    
    
    1,570
    
    
    
    1,442
    
    
    
    3,163
    
    
    
    2,804Total operating expenses
    
    
    27,579
    
    
    
    38,201
    
    
    
    54,400
    
    
    
    77,399Gain on the disposal of assets, net
    
    
    (26
    )
    
    
    (2
    )
    
    
    (15
    )
    
    
    (5
    )Impairment of FCC broadcasting licenses and restructuring costs
    
    
    70
    
    
    
    396,252
    
    
    
    10,686
    
    
    
    396,252Operating income (loss)
    
    
    9,429
    
    
    
    (389,271
    )
    
    
    (225
    )
    
    
    (392,033
    )Other (expense) income:Interest expense, net
    
    
    (6,701
    )
    
    
    (5,315
    )
    
    
    (13,118
    )
    
    
    (10,399
    )Change in fair value of derivative instrument
    
    
    (366
    )
    
    
    
    
    
    
    2,490
    
    
    
    Other, net
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    1,928Income (loss) before income taxes
    
    
    2,363
    
    
    
    (394,586
    )
    
    
    (10,852
    )
    
    
    (400,504
    )Income tax expense (benefit)
    
    
    1,904
    
    
    
    (100,532
    )
    
    
    (365
    )
    
    
    (100,532
    )Net income (loss)
    
    
    459
    
    
    
    (294,054
    )
    
    
    (10,487
    )
    
    
    (299,972
    )Dividends on Series B preferred stock
    
    
    (2,482
    )
    
    
    (2,417
    )
    
    
    (4,964
    )
    
    
    (4,834
    )Net loss applicable to common
stockholders
    
    $
    (2,023
    )
    
    
    (296,471
    )
    
    
    (15,451
    )
    
    
    (304,806
    )Basic and diluted net loss per common share
    
    $
    (0.03
    )
    
    
    (4.09
    )
    
    
    (0.21
    )
    
    
    (4.21
    )Weighted average common shares outstanding:Basic and diluted
    
    
    72,502
    
    
    
    72,405
    
    
    
    72,502
    
    
    
    72,405
  5




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SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
 
 Class C
    
    
    Class A
    
    
    Class B
    
    
    
    
    
    
    Accumulatedpreferred stock
    
    
    common stock
    
    
    common stock
    
    
    Additional
    
    
    other
    
    
    
    
    
    
    TotalNumber of
    
    
    Par
    
    
    Number of
    
    
    Par
    
    
    Number of
    
    
    Par
    
    
    paid-in
    
    
    comprehensive
    
    
    Accumulated
    
    
    stockholdersshares
    
    
    value
    
    
    shares
    
    
    value
    
    
    shares
    
    
    value
    
    
    capital
    
    
    loss
    
    
    deficit
    
    
    deficit(In thousands, except share data)Balance at December 31, 2008
    
    
    380,000
    
    
    $
    4
    
    
    
    41,445,222
    
    
    $
    4
    
    
    
    23,403,500
    
    
    $
    2
    
    
    $
    524,722
    
    
    $
    (8,187
    )
    
    $
    (554,300
    )
    
    $
    (37,755
    )Issuance of Class A common stock from
vesting of restricted stock
    
    
    
    
    
    
    
    
    
    
    54,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    132Series B preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,964
    )
    
    
    (4,964
    )Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,487
    )
    
    
    (10,487
    )Amounts reclassified to earnings during the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,691
    
    
    
    
    
    
    
    2,691Unrealized gain on derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    359
    
    
    
    
    
    
    
    359Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,437
    )Balance at June 30, 2009
    
    
    380,000
    
    
    $
    4
    
    
    
    41,499,222
    
    
    $
    4
    
    
    
    23,403,500
    
    
    $
    2
    
    
    $
    524,854
    
    
    $
    (5,137
    )
    
    $
    (569,751
    )
    
    $
    (50,024
    )
  6




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  Six-Months EndedJune 30,2009
    
    
    2008(In thousands)Cash flows from operating activities:Net loss
    
    $
    (10,487
    )
    
    
    (299,972
    )Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Loss (gain) on the sale of assets
    
    
    (15
    )
    
    
    (5
    )Impairment of FCC broadcasting licenses
    
    
    10,123
    
    
    
    396,252Stock-based compensation
    
    
    132
    
    
    
    482Depreciation and amortization
    
    
    3,163
    
    
    
    2,804Net barter income
    
    
    (248
    )
    
    
    (60
    )Provision for trade doubtful accounts
    
    
    (115
    )
    
    
    576Amortization of deferred financing costs
    
    
    537
    
    
    
    552Amortization of non-interest bearing promissory note payable
    
    
    
    
    
    
    691Deferred income taxes
    
    
    (684
    )
    
    
    (100,619
    )Unearned revenue
    
    
    135
    
    
    
    (1,617
    )Accretion of the time-value of money component related to unearned revenue
    
    
    
    
    
    
    91Change in fair value of derivative instrument
    
    
    201
    
    
    
    Amortization of deferred commitment fee
    
    
    
    
    
    
    (37
    )Amortization of other liabilities
    
    
    (33
    )
    
    
    (33
    )Changes in operating assets and liabilities:Trade receivables
    
    
    1,700
    
    
    
    1,866Prepaid expenses and other current assets
    
    
    528
    
    
    
    (2,232
    )Other assets
    
    
    627
    
    
    
    (235
    )Accounts payable and accrued expenses
    
    
    1,250
    
    
    
    (1,646
    )Accrued interest
    
    
    4,532
    
    
    
    56Net cash provided by (used in) operating activities
    
    
    11,346
    
    
    
    (3,086
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (547
    )
    
    
    (7,482
    )Acquisition of a building and its related building improvements
    
    
    
    
    
    
    (4,897
    )Proceeds from the sale of property and equipment
    
    
    212
    
    
    
    Proceeds from an insurance recovery
    
    
    
    
    
    
    27Net cash used in investing activities
    
    
    (335
    )
    
    
    (12,352
    )Cash flows from financing activities:Payment of senior secured credit facility term loan 2012
    
    
    (1,626
    )
    
    
    (1,626
    )Payment of Series B preferred stock cash dividends
    
    
    (4,964
    )
    
    
    (4,834
    )Payments of other long-term debt
    
    
    (217
    )
    
    
    (214
    )Net cash used in financing activities
    
    
    (6,807
    )
    
    
    (6,674
    )Net increase (decrease) in cash and cash
equivalents
    
    
    4,204
    
    
    
    (22,112
    )Cash and cash equivalents at beginning of period
    
    
    32,852
    
    
    
    61,122Cash and cash equivalents at end of period
    
    $
    37,056
    
    
    
    39,010Supplemental cash flows information:Interest paid
    
    $
    5,362
    
    
    
    9,920Income taxes paid, net
    
    
    22
    
    
    
    10Noncash investing and financing activities:Unrealized gain (loss) on derivative instruments
    
    $
    359
    
    
    
    (1,260
    )
  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 Deficit
 (a) Series C Convertible Preferred Stock
     (b) Class A and B Common Stock
 3 4
 8




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##### Table of Contents



(c) Share-Based Compensation Plans
 2006 Omnibus Equity Compensation Plan
  1999 Stock Option Plans
  Stock Options
   WeightedWeighted
    
    
    
    
    
    AverageAverage
    
    Aggregate
    
    RemainingExercise
    
    Intrinsic
    
    ContractualShares
    
    Price
    
    Value
    
    Life (Years)Outstanding at December 31, 2008
    
    
    2,747
    
    
    $
    10.17Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (35
    )
    
    
    7.03Outstanding at June 30, 2009
    
    
    2,712
    
    
    $
    10.21
    
    
    $
    
    
    
    
    3.9Exercisable at June 30, 2009
    
    
    2,580
    
    
    $
    10.66
    
    
    $
    
    
    
    
    3.6
  9




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##### Table of Contents



The following table summarizes information about stock options outstanding and exercisable at
June 30, 2009 (in thousands, except per share data):
 WeightedOutstanding
    
    Average
    
    ExercisableWeighted
    
    Remaining
    
    
    
    
    
    WeightedAverage
    
    Contractual
    
    
    
    
    
    AverageUnvested
    
    Exercise
    
    Life
    
    Number
    
    ExerciseRange of Exercise Prices
    
    Vested Options
    
    Options
    
    Price
    
    (Years)
    
    Exercisable
    
    Price$0.20 - 4.99
    
    
    470
    
    
    
    130
    
    
    $
    2.49
    
    
    
    7.4
    
    
    
    470
    
    
    $
    2.845.00 - 9.99
    
    
    1,207
    
    
    
    2
    
    
    
    8.24
    
    
    
    4.0
    
    
    
    1,207
    
    
    
    8.2410.00 - 14.99
    
    
    198
    
    
    
    
    
    
    
    10.79
    
    
    
    5.3
    
    
    
    198
    
    
    
    10.7915.00 - 20.00
    
    
    705
    
    
    
    
    
    
    
    20.00
    
    
    
    0.3
    
    
    
    705
    
    
    
    20.002,580
    
    
    
    132
    
    
    $
    10.21
    
    
    
    3.9
    
    
    
    2,580
    
    
    $
    10.67
 Nonvested Shares
   WeightedAverage Grant-Date Fair ValueShares
    
    (per Share)Nonvested at December 31, 2008
    
    
    225
    
    
    $
    1.75Awarded
    
    
    
    
    
    
    Vested
    
    
    (54
    )
    
    
    2.78Forfeited
    
    
    
    
    
    
    Nonvested at June 30, 2009
    
    
    171
    
    
    $
    1.43
 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
    
    
    
    
    
    
    
    
    
    Six-Months EndedJune 30,
    
    Change
    
    June 30,
    
    Change2009
    
    2008
    
    $
    
    %
    
    2009
    
    2008
    
    $
    
    %(In thousands)
    
    (In thousands)Net revenue:Radio
    
    $
    33,189
    
    
    
    41,008
    
    
    
    (7,819
    )
    
    
    (19
    %)
    
    
    57,365
    
    
    
    74,034
    
    
    
    (16,669
    )
    
    
    (23
    %)Television
    
    
    3,863
    
    
    
    4,172
    
    
    
    (309
    )
    
    
    (7
    %)
    
    
    7,481
    
    
    
    7,579
    
    
    
    (98
    )
    
    
    (1
    %)Consolidated
    
    $
    37,052
    
    
    
    45,180
    
    
    
    (8,128
    )
    
    
    (18
    %)
    
    
    64,846
    
    
    
    81,613
    
    
    
    (16,767
    )
    
    
    (21
    %)Engineering and programming expenses:Radio
    
    $
    7,104
    
    
    
    10,236
    
    
    
    (3,132
    )
    
    
    (31
    %)
    
    
    14,495
    
    
    
    20,152
    
    
    
    (5,657
    )
    
    
    (28
    %)Television
    
    
    4,130
    
    
    
    5,228
    
    
    
    (1,098
    )
    
    
    (21
    %)
    
    
    7,744
    
    
    
    9,966
    
    
    
    (2,222
    )
    
    
    (22
    %)Consolidated
    
    $
    11,234
    
    
    
    15,464
    
    
    
    (4,230
    )
    
    
    (27
    %)
    
    
    22,239
    
    
    
    30,118
    
    
    
    (7,879
    )
    
    
    (26
    %)Selling, general and administrative expenses:Radio
    
    $
    10,303
    
    
    
    14,648
    
    
    
    (4,345
    )
    
    
    (30
    %)
    
    
    19,455
    
    
    
    31,870
    
    
    
    (12,415
    )
    
    
    (39
    %)Television
    
    
    2,160
    
    
    
    2,975
    
    
    
    (815
    )
    
    
    (27
    %)
    
    
    4,370
    
    
    
    5,342
    
    
    
    (972
    )
    
    
    (18
    %)Consolidated
    
    $
    12,463
    
    
    
    17,623
    
    
    
    (5,160
    )
    
    
    (29
    %)
    
    
    23,825
    
    
    
    37,212
    
    
    
    (13,387
    )
    
    
    (36
    %)Corporate expenses:
    
    $
    2,312
    
    
    
    3,672
    
    
    
    (1,360
    )
    
    
    (37
    %)
    
    
    5,173
    
    
    
    7,265
    
    
    
    (2,092
    )
    
    
    (29
    %)Depreciation and amortization:Radio
    
    $
    780
    
    
    
    784
    
    
    
    (4
    )
    
    
    (1
    %)
    
    
    1,593
    
    
    
    1,580
    
    
    
    13
    
    
    
    1
    %Television
    
    
    552
    
    
    
    277
    
    
    
    275
    
    
    
    99
    %
    
    
    1,090
    
    
    
    444
    
    
    
    646
    
    
    
    145
    %Corporate
    
    
    238
    
    
    
    381
    
    
    
    (143
    )
    
    
    (38
    %)
    
    
    480
    
    
    
    780
    
    
    
    (300
    )
    
    
    (38
    %)Consolidated
    
    $
    1,570
    
    
    
    1,442
    
    
    
    128
    
    
    
    9
    %
    
    
    3,163
    
    
    
    2,804
    
    
    
    359
    
    
    
    13
    %(Gain) loss on the disposal of assets, net:Radio
    
    $
    (12
    )
    
    
    (2
    )
    
    
    (10
    )
    
    
    500
    %
    
    
    (20
    )
    
    
    (5
    )
    
    
    (15
    )
    
    
    300
    %Television
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %
    
    
    19
    
    
    
    
    
    
    
    19
    
    
    
    100
    %Corporate
    
    
    (14
    )
    
    
    
    
    
    
    (14
    )
    
    
    100
    %
    
    
    (14
    )
    
    
    
    
    
    
    (14
    )
    
    
    100
    %Consolidated
    
    $
    (26
    )
    
    
    (2
    )
    
    
    (24
    )
    
    
    1200
    %
    
    
    (15
    )
    
    
    (5
    )
    
    
    (10
    )
    
    
    200
    %Impairment of FCC broadcasting licenses and restructuring costs:Radio
    
    $
    66
    
    
    
    379,415
    
    
    
    (379,349
    )
    
    
    (100
    %)
    
    
    10,614
    
    
    
    379,415
    
    
    
    (368,801
    )
    
    
    (97
    %)Television
    
    
    
    
    
    
    16,837
    
    
    
    (16,837
    )
    
    
    (100
    %)
    
    
    24
    
    
    
    16,837
    
    
    
    (16,813
    )
    
    
    (100
    %)Corporate
    
    
    4
    
    
    
    
    
    
    
    4
    
    
    
    100
    %
    
    
    48
    
    
    
    
    
    
    
    48
    
    
    
    100
    %Consolidated
    
    $
    70
    
    
    
    396,252
    
    
    
    (396,182
    )
    
    
    (100
    %)
    
    
    10,686
    
    
    
    396,252
    
    
    
    (385,566
    )
    
    
    (97
    %)Operating (loss) income:Radio
    
    $
    14,948
    
    
    
    (364,073
    )
    
    
    379,021
    
    
    
    (104
    %)
    
    
    11,228
    
    
    
    (358,978
    )
    
    
    370,206
    
    
    
    (103
    %)Television
    
    
    (2,979
    )
    
    
    (21,145
    )
    
    
    18,166
    
    
    
    (86
    %)
    
    
    (5,766
    )
    
    
    (25,010
    )
    
    
    19,244
    
    
    
    (77
    %)Corporate
    
    
    (2,540
    )
    
    
    (4,053
    )
    
    
    1,513
    
    
    
    (37
    %)
    
    
    (5,687
    )
    
    
    (8,045
    )
    
    
    2,358
    
    
    
    (29
    %)Consolidated
    
    $
    9,429
    
    
    
    (389,271
    )
    
    
    398,700
    
    
    
    (102
    %)
    
    
    (225
    )
    
    
    (392,033
    )
    
    
    391,808
    
    
    
    (100
    %)Capital expenditures:Radio
    
    $
    216
    
    
    
    1,226
    
    
    
    (1,010
    )
    
    
    (82
    %)
    
    
    394
    
    
    
    2,317
    
    
    
    (1,923
    )
    
    
    (83
    %)Television
    
    
    26
    
    
    
    6,003
    
    
    
    (5,977
    )
    
    
    (100
    %)
    
    
    124
    
    
    
    9,699
    
    
    
    (9,575
    )
    
    
    (99
    %)Corporate
    
    
    16
    
    
    
    137
    
    
    
    (121
    )
    
    
    (88
    %)
    
    
    29
    
    
    
    363
    
    
    
    (334
    )
    
    
    (92
    %)Consolidated
    
    $
    258
    
    
    
    7,366
    
    
    
    (7,108
    )
    
    
    (96
    %)
    
    
    547
    
    
    
    12,379
    
    
    
    (11,832
    )
    
    
    (96
    %)
 June 30,
    
    December 31,Total Assets:
    
    2009
    
    2008(In thousands)Radio
    
    $
    414,362
    
    
    
    422,827Television
    
    
    54,784
    
    
    
    57,225Corporate
    
    
    7,986
    
    
    
    9,215Consolidated
    
    $
    477,132
    
    
    
    489,267
 11




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##### Table of Contents



5. Comprehensive Loss
  Three-Months Ended
    
    
    Six-Months endedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income (loss)
    
    $
    459
    
    
    
    (294,054
    )
    
    
    (10,487
    )
    
    
    (299,972
    )Other comprehensive loss:Amounts reclassified to earnings during the period
    
    
    1,449
    
    
    
    
    
    
    
    2,691Unrealized (loss) gain on derivative instruments
    
    
    (29
    )
    
    
    7,930
    
    
    
    359
    
    
    
    (1,260
    )Total comprehensive income (loss)
    
    $
    1,879
    
    
    
    (286,124
    )
    
    
    (7,437
    )
    
    
    (301,232
    )
 6. Income Taxes
 Accounting for Income Taxes in
Interim Periods, Goodwill and
Other Intangible Assets
   7. Litigation
  Wolf, et al., Litigation
   12




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##### Table of Contents



8. Impairment of FCC Broadcasting Licenses and Restructuring Costs
 FCC Broadcasting Licenses
     13




---



##### Table of Contents



Restructuring Costs
  9. Derivative Instruments
 Accounting for Derivatives and Hedging Activities
      Derivatives and Hedging Activities
  FixedNotional
    
    
    Interest
    
    
    Expiration
    
    
    FairAgreement
    
    Amount
    
    
    Rate
    
    
    Date
    
    
    ValueInterest rate swap
    
    $
    311,187
    
    
    
    5.98
    %
    
    June 30, 2010
    
    $
    9,163Interest rate swap
    
    
    6,911
    
    
    
    6.31
    %
    
    January 4, 2017
    
    
    529$
    318,098
    
    
    
    
    
    
    
    
    
    
    $
    9,692
  14




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##### Table of Contents



Fair Value Disclosure of Derivative Instruments
  Fair Value Measurements at June 30, 2009LiabilitiesQuoted Prices in
    
    
    SignificantJune 30, 2009
    
    
    Active Markets
    
    
    Other
    
    
    SignificantCarrying Value and
    
    
    for Identical
    
    
    Observable
    
    
    UnobservableBalance Sheet Location
    
    
    Instruments
    
    
    Inputs
    
    
    InputsDescription
    
    Derivative instruments
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Derivative
designated as cash
flow hedging
instrument:Interest rate swap
    
    $
    529
    
    
    
    
    
    
    
    529
    
    
    
    Derivative no
longer designated
as cash flow
hedging instrument:Interest rate swap
    
    $
    9,163
    
    
    
    
    
    
    
    9,163
    
    
    
    Total
    
    $
    9,692
    
    
    
    
    
    
    
    9,692
    
    
    
    
  Three-Months Ended
    
    Six-Months EndedInterest rate swaps
    
    June 30, 2009
    
    June 30, 2008
    
    June 30, 2009
    
    June 30, 2008Gain (loss) recognized in other comprehensive loss (effective portion)
    
    $
    (29
    )
    
    
    7,930
    
    
    $
    359
    
    
    
    (1,260
    )Loss reclassified from accumulated other comprehensive loss into interest expense
    
    
    1,449
    
    
    
    
    
    
    
    2,691
    
    
    
    Gain recognized in change in fair value of derivative instrument
    
    
    (366
    )
    
    
    
    
    
    
    2,490
    
    
    
    
 10. Fair Value of Financial Instruments
   15




---



##### Table of Contents



June 30, 2009
    
    December 31, 2008Gross
    
    
    
    
    
    GrossCarrying
    
    
    
    
    
    CarryingDescription
    
    Amount
    
    Fair Value
    
    Amount
    
    Fair ValueSenior credit facility term loan
    
    $
    311.2
    
    
    
    171.2
    
    
    
    312.8
    
    
    
    87.6103/4%
Series B cumulative exchangeable redeemable
preferred stock
    
    
    92.3
    
    
    
    36.9
    
    
    
    92.3
    
    
    
    23.1Promissory note payable, included in other
long-term debt
    
    
    6.9
    
    
    
    6.7
    
    
    
    7.1
    
    
    
    7.1
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
       16




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##### Table of Contents



Comparison Analysis of the Operating Results for the Three-Months Ended June 30, 2009 and 2008
  Three-Months EndedJune 30,
    
    Change2009
    
    2008
    
    $
    
    %(In thousands)Net revenue:Radio
    
    $
    33,189
    
    
    
    41,008
    
    
    
    (7,819
    )
    
    
    (19
    %)Television
    
    
    3,863
    
    
    
    4,172
    
    
    
    (309
    )
    
    
    (7
    %)Consolidated
    
    $
    37,052
    
    
    
    45,180
    
    
    
    (8,128
    )
    
    
    (18
    %)Engineering and programming expenses:Radio
    
    $
    7,104
    
    
    
    10,236
    
    
    
    (3,132
    )
    
    
    (31
    %)Television
    
    
    4,130
    
    
    
    5,228
    
    
    
    (1,098
    )
    
    
    (21
    %)Consolidated
    
    $
    11,234
    
    
    
    15,464
    
    
    
    (4,230
    )
    
    
    (27
    %)Selling, general and administrative expenses:Radio
    
    $
    10,303
    
    
    
    14,648
    
    
    
    (4,345
    )
    
    
    (30
    %)Television
    
    
    2,160
    
    
    
    2,975
    
    
    
    (815
    )
    
    
    (27
    %)Consolidated
    
    $
    12,463
    
    
    
    17,623
    
    
    
    (5,160
    )
    
    
    (29
    %)Corporate expenses:
    
    $
    2,312
    
    
    
    3,672
    
    
    
    (1,360
    )
    
    
    (37
    %)Depreciation and amortization:Radio
    
    $
    780
    
    
    
    784
    
    
    
    (4
    )
    
    
    (1
    %)Television
    
    
    552
    
    
    
    277
    
    
    
    275
    
    
    
    99
    %Corporate
    
    
    238
    
    
    
    381
    
    
    
    (143
    )
    
    
    (38
    %)Consolidated
    
    $
    1,570
    
    
    
    1,442
    
    
    
    128
    
    
    
    9
    %Gain on the disposal of assets, net:Radio
    
    $
    (12
    )
    
    
    (2
    )
    
    
    (10
    )
    
    
    500
    %Television
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Corporate
    
    
    (14
    )
    
    
    
    
    
    
    (14
    )
    
    
    100
    %Consolidated
    
    $
    (26
    )
    
    
    (2
    )
    
    
    (24
    )
    
    
    1200
    %Impairment of FCC broadcasting
licenses and restructuring costs:Radio
    
    $
    66
    
    
    
    379,415
    
    
    
    (379,349
    )
    
    
    (100
    %)Television
    
    
    
    
    
    
    16,837
    
    
    
    (16,837
    )
    
    
    (100
    %)Corporate
    
    
    4
    
    
    
    
    
    
    
    4
    
    
    
    100
    %Consolidated
    
    $
    70
    
    
    
    396,252
    
    
    
    (396,182
    )
    
    
    (100
    %)Operating (loss) income:Radio
    
    $
    14,948
    
    
    
    (364,073
    )
    
    
    379,021
    
    
    
    (104
    %)Television
    
    
    (2,979
    )
    
    
    (21,145
    )
    
    
    18,166
    
    
    
    (86
    %)Corporate
    
    
    (2,540
    )
    
    
    (4,053
    )
    
    
    1,513
    
    
    
    (37
    %)Consolidated
    
    $
    9,429
    
    
    
    (389,271
    )
    
    
    398,700
    
    
    
    (102
    %)
  17




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##### Table of Contents



Three-Months EndedJune 30,
    
    Change2009
    
    2008
    
    $
    
    %(In thousands)Net revenue
    
    $
    37,052
    
    
    
    45,180
    
    
    
    (8,128
    )
    
    
    (18
    %)Engineering and programming expenses
    
    
    11,234
    
    
    
    15,464
    
    
    
    (4,230
    )
    
    
    (27
    %)Selling, general and administrative expenses
    
    
    12,463
    
    
    
    17,623
    
    
    
    (5,160
    )
    
    
    (29
    %)Corporate expenses
    
    
    2,312
    
    
    
    3,672
    
    
    
    (1,360
    )
    
    
    (37
    %)Depreciation and amortization
    
    
    1,570
    
    
    
    1,442
    
    
    
    128
    
    
    
    9
    %Gain on disposal of assets, net
    
    
    (26
    )
    
    
    (2
    )
    
    
    (24
    )
    
    
    1200
    %Impairment
of FCC broadcasting licenses and restructuring costs
    
    
    70
    
    
    
    396,252
    
    
    
    (396,182
    )
    
    
    (100
    %)Operating income (loss)
    
    $
    9,429
    
    
    
    (389,271
    )
    
    
    398,700
    
    
    
    (102
    %)Interest expense, net
    
    
    (6,701
    )
    
    
    (5,315
    )
    
    
    (1,386
    )
    
    
    26
    %Change in fair value of derivative instrument
    
    
    (366
    )
    
    
    
    
    
    
    (366
    )
    
    
    100
    %Other income, net
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    100
    %Income tax expense (benefit)
    
    
    1,904
    
    
    
    (100,532
    )
    
    
    102,436
    
    
    
    (102
    %)Net income (loss)
    
    $
    459
    
    
    $
    (294,054
    )
    
    
    294,513
    
    
    
    (100
    %)
 Net Revenue
  Engineering and Programming Expenses
  Selling, General and Administrative Expenses
  Corporate Expenses
  Depreciation and Amortization
  Impairment of FCC Broadcasting Licenses and Restructuring Costs
  18




---



##### Table of Contents



Operating Income (Loss)
  Interest Expense, Net
  Change in Fair Value of Derivative Instrument
  Income Taxes
  Net Income (Loss)
  Comparison Analysis of the Operating Results for the Six-Months Ended June 30, 2009 and 2008
  19




---



##### Table of Contents



Six-Months EndedJune 30,
    
    Change2009
    
    2008
    
    $
    
    %(In thousands)Net revenue:Radio
    
    
    57,365
    
    
    
    74,034
    
    
    
    (16,669
    )
    
    
    (23
    %)Television
    
    
    7,481
    
    
    
    7,579
    
    
    
    (98
    )
    
    
    (1
    %)Consolidated
    
    
    64,846
    
    
    
    81,613
    
    
    
    (16,767
    )
    
    
    (21
    %)Engineering and programming expenses:Radio
    
    
    14,495
    
    
    
    20,152
    
    
    
    (5,657
    )
    
    
    (28
    %)Television
    
    
    7,744
    
    
    
    9,966
    
    
    
    (2,222
    )
    
    
    (22
    %)Consolidated
    
    
    22,239
    
    
    
    30,118
    
    
    
    (7,879
    )
    
    
    (26
    %)Selling, general and administrative
expenses:Radio
    
    
    19,455
    
    
    
    31,870
    
    
    
    (12,415
    )
    
    
    (39
    %)Television
    
    
    4,370
    
    
    
    5,342
    
    
    
    (972
    )
    
    
    (18
    %)Consolidated
    
    
    23,825
    
    
    
    37,212
    
    
    
    (13,387
    )
    
    
    (36
    %)Corporate expenses:
    
    
    5,173
    
    
    
    7,265
    
    
    
    (2,092
    )
    
    
    (29
    %)Depreciation and amortization:Radio
    
    
    1,593
    
    
    
    1,580
    
    
    
    13
    
    
    
    1
    %Television
    
    
    1,090
    
    
    
    444
    
    
    
    646
    
    
    
    145
    %Corporate
    
    
    480
    
    
    
    780
    
    
    
    (300
    )
    
    
    (38
    %)Consolidated
    
    
    3,163
    
    
    
    2,804
    
    
    
    359
    
    
    
    13
    %(Gain) loss on the disposal of assets, net:Radio
    
    
    (20
    )
    
    
    (5
    )
    
    
    (15
    )
    
    
    300
    %Television
    
    
    19
    
    
    
    
    
    
    
    19
    
    
    
    100
    %Corporate
    
    
    (14
    )
    
    
    
    
    
    
    (14
    )
    
    
    100
    %Consolidated
    
    
    (15
    )
    
    
    (5
    )
    
    
    (10
    )
    
    
    200
    %Impairment of FCC broadcasting licenses
and restructuring costs:Radio
    
    
    10,614
    
    
    
    379,415
    
    
    
    (368,801
    )
    
    
    (97
    %)Television
    
    
    24
    
    
    
    16,837
    
    
    
    (16,813
    )
    
    
    (100
    %)Corporate
    
    
    48
    
    
    
    
    
    
    
    48
    
    
    
    100
    %Consolidated
    
    
    10,686
    
    
    
    396,252
    
    
    
    (385,566
    )
    
    
    (97
    %)Operating (loss) income:Radio
    
    
    11,228
    
    
    
    (358,978
    )
    
    
    370,206
    
    
    
    (103
    %)Television
    
    
    (5,766
    )
    
    
    (25,010
    )
    
    
    19,244
    
    
    
    (77
    %)Corporate
    
    
    (5,687
    )
    
    
    (8,045
    )
    
    
    2,358
    
    
    
    (29
    %)Consolidated
    
    
    (225
    )
    
    
    (392,033
    )
    
    
    391,808
    
    
    
    (100
    %)
  20




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##### Table of Contents



Six-Months EndedJune 30,
    
    Change2009
    
    2008
    
    $
    
    %(In thousands)Net revenue
    
    $
    64,846
    
    
    
    81,613
    
    
    
    (16,767
    )
    
    
    (21
    %)Engineering and programming expenses
    
    
    22,239
    
    
    
    30,118
    
    
    
    (7,879
    )
    
    
    (26
    %)Selling, general and administrative expenses
    
    
    23,825
    
    
    
    37,212
    
    
    
    (13,387
    )
    
    
    (36
    %)Corporate expenses
    
    
    5,173
    
    
    
    7,265
    
    
    
    (2,092
    )
    
    
    (29
    %)Depreciation and amortization
    
    
    3,163
    
    
    
    2,804
    
    
    
    359
    
    
    
    13
    %Gain on disposal of assets, net
    
    
    (15
    )
    
    
    (5
    )
    
    
    (10
    )
    
    
    200
    %Impairment
of FCC broadcasting licenses and restructuring costs
    
    
    10,686
    
    
    
    396,252
    
    
    
    (385,566
    )
    
    
    (97
    %)Operating loss
    
    $
    (225
    )
    
    
    (392,033
    )
    
    
    391,808
    
    
    
    (100
    %)Interest expense, net
    
    
    (13,118
    )
    
    
    (10,399
    )
    
    
    (2,719
    )
    
    
    26
    %Change in fair value of derivative instrument
    
    
    2,490
    
    
    
    
    
    
    
    2,490
    
    
    
    100
    %Other income, net
    
    
    1
    
    
    
    1,928
    
    
    
    (1,927
    )
    
    
    (100
    %)Income tax benefit
    
    
    (365
    )
    
    
    (100,532
    )
    
    
    100,167
    
    
    
    (100
    %)Net loss
    
    $
    (10,487
    )
    
    $
    (299,972
    )
    
    
    289,485
    
    
    
    (97
    %)
 Net Revenue
  Engineering and Programming Expenses
  Selling, General and Administrative Expenses
  Corporate Expenses
  Depreciation and Amortization
  Impairment of FCC Broadcasting Licenses and Restructuring Costs
  21




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##### Table of Contents



Operating Loss
  Interest Expense, Net
  Change in Fair Value of Derivative Instrument
  Income Taxes
  Net Loss
  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
 22




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##### Table of Contents




    
    we will not incur any material unforeseen liabilities, including but
not limited to taxes, environmental liabilities, regulatory matters
and legal judgments.
    Six-Months EndedJune 30,
    
    
    Change2009
    
    
    2008
    
    
    $(In thousands)Capital expenditures:Radio
    
    $
    394
    
    
    
    2,317
    
    
    
    (1,923
    )Television
    
    
    124
    
    
    
    9,699
    
    
    
    (9,575
    )Corporate
    
    
    29
    
    
    
    363
    
    
    
    (334
    )Consolidated
    
    $
    547
    
    
    
    12,379
    
    
    
    (11,832
    )Net cash flows provided by (used in) operating activities
    
    $
    11,346
    
    
    
    (3,086
    )
    
    
    14,432Net cash flows used in investing activities
    
    
    (335
    )
    
    
    (12,352
    )
    
    
    12,017Net cash flows used in financing activities
    
    
    (6,807
    )
    
    
    (6,674
    )
    
    
    (133
    )Net increase (decrease) in cash and cash equivalents
    
    $
    4,204
    
    
    
    (22,112
    )
 Capital Expenditures
  Net Cash Flows Provided by (Used in) Operating Activities
  Net Cash Flows Used in Investing Activities
  Net Cash Flows Used in Financing Activities
  Recent Developments
 NASDAQ Delisting Letter and Temporary Postponement
  23




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##### Table of Contents



Dividend Payment on the Series B Preferred Stock
 3 4
 Off-Balance Sheet Arrangements
  
 Item 4T.
    
    Controls and Procedures
 Evaluation Of Disclosure Controls And Procedures.
 Changes In Internal Control Over Financial Reporting.
 
 PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
  24




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##### Table of Contents



Item 4.
    
    Submission of Matters to a Vote of Security Holders
   Votes Against/Directors
    
    Votes For
    
    WithheldRaúl Alarcón, Jr.
    
    
    257,506,778
    
    
    
    11,909,021Joseph A. Garcia
    
    
    259,486,594
    
    
    
    9,929,205Antonio S. Fernandez
    
    
    261,623,842
    
    
    
    7,791,957Jose A. Villamil
    
    
    262,314,138
    
    
    
    7,101,661Mitchell A. Yelen
    
    
    262,305,587
    
    
    
    7,110,212Jason L. Shrinsky
    
    
    260,194,046
    
    
    
    9,221,753
  
 Item 5.
    
    Other Information
  
 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).
 25




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description4.4 
    
    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)).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).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.
 26




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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)  27




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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)).
 28




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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).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