##### 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, 2008
 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.
 (Exact name of registrant as specified in its charter)
 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 June 30, 2008 and December 31, 2007
    
    
    
    4Unaudited Condensed Consolidated Statements of Operations for the Three- and Six-Months Ended June 30, 2008 and 2007
    
    
    
    5Unaudited Condensed Consolidated Statement of Changes in Stockholders (Deficit) Equity and Comprehensive Loss for the Six-Months Ended June 30, 2008
    
    
    
    6Unaudited Condensed Consolidated Statements of Cash Flows for the Six-Months Ended June 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
    
    
    
    17ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    
    23ITEM 4. Controls and Procedures
    
    
    
    23PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    
    24ITEM 1A. Risk Factors
    
    
    
    24ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    
    24ITEM 6. Exhibits
    
    
    
    25Signatures
    
    
    
    27Ex-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of CFOEx-32.1 Section 906 Certification of CEOEx-32.2 Section 906 Certification of CFO
  2




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##### Table of Contents



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 31,2008
    
    
    2007(In thousands, except share data)AssetsCurrent assets:Cash and cash equivalents
    
    $
    39,010
    
    
    
    61,122Receivables, net of allowance for doubtful accounts of $2,881 in 2008 and $3,623 in 2007
    
    
    33,540
    
    
    
    35,835Prepaid expenses and other current assets
    
    
    6,747
    
    
    
    4,515Total current assets
    
    
    79,297
    
    
    
    101,472Property and equipment, net of accumulated depreciation of $40,945 in 2008 and $38,188 in 2007
    
    
    53,467
    
    
    
    43,739FCC broadcasting licenses
    
    
    353,612
    
    
    
    749,864Goodwill
    
    
    32,806
    
    
    
    32,806Other intangible assets, net of accumulated amortization of $160 in 2008 and $142 in 2007
    
    
    1,274
    
    
    
    1,292Deferred financing costs, net of accumulated amortization of $3,411 in 2008 and $2,860 in 2007
    
    
    4,251
    
    
    
    4,803Other assets
    
    
    2,388
    
    
    
    2,153Total assets
    
    $
    527,095
    
    
    
    936,129Liabilities and Stockholders (Deficit) EquityCurrent liabilities:Accounts payable and accrued expenses
    
    $
    18,186
    
    
    
    19,640Accrued interest
    
    
    267
    
    
    
    246Unearned revenue
    
    
    2,881
    
    
    
    4,015Deferred commitment fee
    
    
    263
    
    
    
    300Other liabilities
    
    
    66
    
    
    
    84Non-interest bearing promissory note payable due 2009, net of unamortized discount
of $719 in 2008
    
    
    17,781
    
    
    
    Current portion of the senior credit facilities term loan due 2012
    
    
    3,250
    
    
    
    3,250Current portion of other long-term debt
    
    
    434
    
    
    
    430Series B cumulative exchangeable redeemable preferred stock dividends payable
    
    
    2,014
    
    
    
    2,014Total current liabilities
    
    
    45,142
    
    
    
    29,979Unearned revenue, less current portion
    
    
    
    
    
    
    305Other liabilities, less current portion
    
    
    172
    
    
    
    187Derivative instruments
    
    
    4,842
    
    
    
    3,582Senior credit facilities term loan due 2012, less current portion
    
    
    311,187
    
    
    
    312,813Other long-term debt, less current portion
    
    
    7,272
    
    
    
    7,490Non-interest bearing promissory note payable due 2009, net of unamortized discount
of $1,410 in 2007
    
    
    
    
    
    
    17,090Deferred income taxes
    
    
    69,529
    
    
    
    170,148Total liabilities
    
    
    438,144
    
    
    
    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 June 30, 2008 and December 31, 2007, respectively
    
    
    89,932
    
    
    
    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 June 30, 2008 and December 31, 2007,
respectively
    
    
    4
    
    
    
    4Class A common stock, $0.0001 par value. Authorized 100,000,000 shares; 41,401,805 and 40,777,805
shares issued and outstanding at June 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 June 30, 2008 and December 31, 2007, respectively
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    524,512
    
    
    
    524,030Accumulated other comprehensive loss
    
    
    (4,842
    )
    
    
    (3,582
    )Accumulated deficit
    
    
    (520,661
    )
    
    
    (215,855
    )Total
stockholders (deficit) equity
    
    
    (981
    )
    
    
    304,603Total
liabilities and stockholders (deficit) equity
    
    $
    527,095
    
    
    
    936,129
  4




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
 
  Three-Months Ended
    
    
    Six-Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands, except per share data)Net revenue
    
    $
    45,180
    
    
    
    47,871
    
    
    
    81,613
    
    
    
    86,808Operating expenses:Engineering and programming
    
    
    15,464
    
    
    
    12,377
    
    
    
    30,118
    
    
    
    24,671Selling, general and administrative
    
    
    17,623
    
    
    
    20,197
    
    
    
    37,212
    
    
    
    36,104Corporate expenses
    
    
    3,672
    
    
    
    3,112
    
    
    
    7,265
    
    
    
    6,715Depreciation and amortization
    
    
    1,442
    
    
    
    1,105
    
    
    
    2,804
    
    
    
    2,242Total operating expenses
    
    
    38,201
    
    
    
    36,791
    
    
    
    77,399
    
    
    
    69,732Gain on the disposal of assets, net
    
    
    (2
    )
    
    
    (1
    )
    
    
    (5
    )
    
    
    (1
    )Impairment of FCC broadcasting licenses
    
    
    396,252
    
    
    
    
    
    
    
    396,252
    
    
    
    Operating (loss) income
    
    
    (389,271
    )
    
    
    11,081
    
    
    
    (392,033
    )
    
    
    17,077Other (expense) income:Interest expense, net
    
    
    (5,315
    )
    
    
    (4,735
    )
    
    
    (10,399
    )
    
    
    (9,424
    )Other, net
    
    
    
    
    
    
    
    
    
    
    1,928
    
    
    
    1,960(Loss) income before income taxes
    
    
    (394,586
    )
    
    
    6,346
    
    
    
    (400,504
    )
    
    
    9,613Income tax (benefit) expense
    
    
    (100,532
    )
    
    
    3,956
    
    
    
    (100,532
    )
    
    
    6,209Net (loss) income
    
    
    (294,054
    )
    
    
    2,390
    
    
    
    (299,972
    )
    
    
    3,404Dividends on Series B preferred stock
    
    
    (2,417
    )
    
    
    (2,417
    )
    
    
    (4,834
    )
    
    
    (4,834
    )Net loss applicable to common stockholders
    
    $
    (296,471
    )
    
    
    (27
    )
    
    
    (304,806
    )
    
    
    (1,430
    )Basic and diluted net loss per common share
    
    $
    (4.09
    )
    
    
    
    
    
    
    (4.21
    )
    
    
    (0.02
    )Weighted average common shares outstanding:Basic & diluted
    
    
    72,405
    
    
    
    72,381
    
    
    
    72,405
    
    
    
    72,381
  5




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##### Table of Contents



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
    
    
    
    
    
    
    
    
    
    
    24,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    482
    
    
    
    
    
    
    
    
    
    
    
    482Series B preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,834
    )
    
    
    (4,834
    )Comprehensive income:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (299,972
    )
    
    
    (299,972
    )Unrealized loss on derivative
instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,260
    )
    
    
    
    
    
    
    (1,260
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (301,232
    )Balance at June 30, 2008
    
    
    380,000
    
    
    $
    4
    
    
    
    41,401,805
    
    
    $
    4
    
    
    
    23,403,500
    
    
    $
    2
    
    
    $
    524,512
    
    
    $
    (4,842
    )
    
    $
    (520,661
    )
    
    $
    (981
    )
  6




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
 
  Six-Months EndedJune 30,2008
    
    
    2007(In thousands)Cash flows from operating activities:Net (loss) income
    
    $
    (299,972
    )
    
    
    3,404Adjustments to reconcile net (loss) income to net cash provided (used in) by operating activities:Gain on the sale of assets
    
    
    (5
    )
    
    
    (1
    )Impairment of FCC broadcasting licenses
    
    
    396,252
    
    
    
    Stock-based compensation
    
    
    482
    
    
    
    861Depreciation and amortization
    
    
    2,804
    
    
    
    2,242Net barter income
    
    
    (60
    )
    
    
    (174
    )Provision for trade doubtful accounts
    
    
    576
    
    
    
    553Amortization of deferred financing costs
    
    
    552
    
    
    
    557Amortization of discount on the non-interest bearing promissory note payable
    
    
    691
    
    
    
    639Deferred income taxes
    
    
    (100,619
    )
    
    
    6,122Decrease in unearned revenue
    
    
    (1,617
    )
    
    
    (1,899
    )Accretion of the time-value of money component related to unearned revenue
    
    
    91
    
    
    
    125Amortization of deferred commitment fee
    
    
    (37
    )
    
    
    (38
    )Amortization of other liabilities
    
    
    (33
    )
    
    
    (12
    )Changes in operating assets and liabilities:Decrease (increase) in trade receivables
    
    
    1,866
    
    
    
    (6,184
    )(Increase)
decrease in prepaid and other current assets
    
    
    (2,232
    )
    
    
    165Increase in other assets
    
    
    (235
    )
    
    
    (517
    )(Decrease) increase in accounts payable and accrued expenses
    
    
    (1,646
    )
    
    
    1,435Increase (decrease) in accrued interest
    
    
    56
    
    
    
    (128
    )Net cash (used in) provided by operating activities
    
    
    (3,086
    )
    
    
    7,150Cash flows from investing activities:Purchases of property and equipment
    
    
    (7,482
    )
    
    
    (2,428
    )Acquisition of a building and its related building improvements
    
    
    (4,897
    )
    
    
    (1,982
    )Proceeds from an insurance recovery
    
    
    27
    
    
    
    15Net cash used in investing activities
    
    
    (12,352
    )
    
    
    (4,395
    )Cash flows from financing activities:Payment of senior credit facility term loan 2012
    
    
    (1,626
    )
    
    
    (1,626
    )Payment of Series B preferred stock cash dividends
    
    
    (4,834
    )
    
    
    (4,834
    )Payments of other long-term debt
    
    
    (214
    )
    
    
    (188
    )Net cash used in financing activities
    
    
    (6,674
    )
    
    
    (6,648
    )Net decrease in cash and cash equivalents
    
    
    (22,112
    )
    
    
    (3,893
    )Cash and cash equivalents at beginning of period
    
    
    61,122
    
    
    
    66,815Cash and cash equivalents at end of period
    
    $
    39,010
    
    
    
    62,922Supplemental cash flows information:Interest paid
    
    $
    9,920
    
    
    
    9,934Income taxes paid, net
    
    
    10
    
    
    
    Noncash investing and financing activities:Ten-year promissory note issued for the acquisition of a building
    
    $
    
    
    
    
    7,650Unrealized (loss) gain on derivative instruments
    
    
    (1,260
    )
    
    
    1,669
  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
 3 4
 8




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##### Table of Contents



(c) Warrant
  (d) Share-based Compensation Plans
 2006 Omnibus Equity Compensation Plan
  1999 Stock Option Plans
  (e) Stock-Based Compensation Expense
  Three-Months Ended
    
    
    Six-Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Engineering and programming expenses
    
    $
    8
    
    
    
    189
    
    
    $
    168
    
    
    
    377Selling, general and administrative expenses
    
    
    34
    
    
    
    33
    
    
    
    70
    
    
    
    69Corporate expenses
    
    
    113
    
    
    
    197
    
    
    
    244
    
    
    
    415Total stock-based compensation expense
    
    $
    155
    
    
    
    419
    
    
    $
    482
    
    
    
    861
  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
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (23
    )
    
    
    11.78Outstanding at June 30, 2008
    
    
    3,040
    
    
    $
    10.86
    
    
    $
    
    
    
    
    4.6Exercisable at June 30, 2008
    
    
    2,903
    
    
    $
    11.13
    
    
    $
    
    
    
    
    4.4
  WeightedOutstanding
    
    Average
    
    ExercisableWeighted
    
    Remaining
    
    
    
    
    
    WeightedAverage
    
    Contractual
    
    
    
    
    
    AverageUnvested
    
    Exercise
    
    Life
    
    Number
    
    ExerciseRange of Exercise Prices
    
    
    
    Vested Options
    
    Options
    
    Price
    
    (Years)
    
    Exercisable
    
    Price$
    2.55 - 4.99
    

    
    
    
    
    310
    
    
    
    65
    
    
    $
    3.77
    
    
    
    7.2
    
    
    
    310
    
    
    $
    4.035.00 - 9.99
    

    
    
    
    
    1,695
    
    
    
    62
    
    
    
    8.71
    
    
    
    5.2
    
    
    
    1,695
    
    
    
    8.7810.00 - 14.99
    

    
    
    
    
    193
    
    
    
    10
    
    
    
    10.77
    
    
    
    6.2
    
    
    
    193
    
    
    
    10.7715.00 - 20.00
    

    
    
    
    
    705
    
    
    
    
    
    
    
    20.00
    
    
    
    1.3
    
    
    
    705
    
    
    
    20.002,903
    
    
    
    137
    
    
    $
    10.86
    
    
    
    4.6
    
    
    
    2,903
    
    
    $
    11.13
 Nonvested Shares
   WeightedAverage Grant-Date Fair ValueShares
    
    (per Share)Nonvested at December 31, 2007
    
    
    77
    
    
    $
    4.19Awarded
    
    
    90
    
    
    
    1.57Vested
    
    
    (24
    )
    
    
    4.30Forfeited
    
    
    
    
    
    
    Nonvested at June 30, 2008
    
    
    143
    
    
    $
    2.52
 3. Basic and Diluted Net Loss Per Common Share
  10




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##### Table of Contents



4. Operating Segments
 Disclosures about Segments of
an Enterprise and Related Information,
 11




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##### Table of Contents



Three-Months Ended
    
    
    
    
    
    
    
    
    
    Six-Months EndedJune 30,
    
    Change
    
    June 30,
    
    Change2008
    
    2007
    
    $
    
    %
    
    2008
    
    2007
    
    $
    
    %Net revenue:Radio
    
    $
    41,008
    
    
    
    45,256
    
    
    
    (4,248
    )
    
    
    (9
    %)
    
    
    74,034
    
    
    
    82,088
    
    
    
    (8,054
    )
    
    
    (10
    %)Television
    
    
    4,172
    
    
    
    2,615
    
    
    
    1,557
    
    
    
    60
    %
    
    
    7,579
    
    
    
    4,720
    
    
    
    2,859
    
    
    
    61
    %Consolidated
    
    $
    45,180
    
    
    
    47,871
    
    
    
    (2,691
    )
    
    
    (6
    %)
    
    
    81,613
    
    
    
    86,808
    
    
    
    (5,195
    )
    
    
    (6
    %)Engineering and programming expenses:Radio
    
    $
    10,236
    
    
    
    9,068
    
    
    
    1,168
    
    
    
    13
    %
    
    
    20,152
    
    
    
    17,910
    
    
    
    2,242
    
    
    
    13
    %Television
    
    
    5,228
    
    
    
    3,309
    
    
    
    1,919
    
    
    
    58
    %
    
    
    9,966
    
    
    
    6,761
    
    
    
    3,205
    
    
    
    47
    %Consolidated
    
    $
    15,464
    
    
    
    12,377
    
    
    
    3,087
    
    
    
    25
    %
    
    
    30,118
    
    
    
    24,671
    
    
    
    5,447
    
    
    
    22
    %Selling, general and administrative expenses:Radio
    
    $
    14,648
    
    
    
    18,494
    
    
    
    (3,846
    )
    
    
    (21
    %)
    
    
    31,870
    
    
    
    32,717
    
    
    
    (847
    )
    
    
    (3
    %)Television
    
    
    2,975
    
    
    
    1,703
    
    
    
    1,272
    
    
    
    75
    %
    
    
    5,342
    
    
    
    3,387
    
    
    
    1,955
    
    
    
    58
    %Consolidated
    
    $
    17,623
    
    
    
    20,197
    
    
    
    (2,574
    )
    
    
    (13
    %)
    
    
    37,212
    
    
    
    36,104
    
    
    
    1,108
    
    
    
    3
    %Corporate expenses:
    
    $
    3,672
    
    
    
    3,112
    
    
    
    560
    
    
    
    18
    %
    
    
    7,265
    
    
    
    6,715
    
    
    
    550
    
    
    
    8
    %Depreciation and amortization:Radio
    
    $
    784
    
    
    
    711
    
    
    
    73
    
    
    
    10
    %
    
    
    1,580
    
    
    
    1,437
    
    
    
    143
    
    
    
    10
    %Television
    
    
    277
    
    
    
    128
    
    
    
    149
    
    
    
    116
    %
    
    
    444
    
    
    
    270
    
    
    
    174
    
    
    
    64
    %Corporate
    
    
    381
    
    
    
    266
    
    
    
    115
    
    
    
    43
    %
    
    
    780
    
    
    
    535
    
    
    
    245
    
    
    
    46
    %Consolidated
    
    $
    1,442
    
    
    
    1,105
    
    
    
    337
    
    
    
    30
    %
    
    
    2,804
    
    
    
    2,242
    
    
    
    562
    
    
    
    25
    %Gain on
the disposal of assets, net:Radio
    
    $
    (2
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    100
    %
    
    
    (5
    )
    
    
    (1
    )
    
    
    (4
    )
    
    
    400
    %Television
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Corporate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Consolidated
    
    $
    (2
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    100
    %
    
    
    (5
    )
    
    
    (1
    )
    
    
    (4
    )
    
    
    400
    %Impairment of FCC broadcasting licenses:Radio
    
    $
    379,415
    
    
    
    
    
    
    
    379,415
    
    
    
    100
    %
    
    
    379,415
    
    
    
    
    
    
    
    379,415
    
    
    
    100
    %Television
    
    
    16,837
    
    
    
    
    
    
    
    16,837
    
    
    
    100
    %
    
    
    16,837
    
    
    
    
    
    
    
    16,837
    
    
    
    100
    %Corporate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Consolidated
    
    $
    396,252
    
    
    
    
    
    
    
    396,252
    
    
    
    100
    %
    
    
    396,252
    
    
    
    
    
    
    
    396,252
    
    
    
    100
    %Operating (loss) income:Radio
    
    $
    (364,073
    )
    
    
    16,984
    
    
    
    (381,057
    )
    
    
    (2244
    %)
    
    
    (358,978
    )
    
    
    30,025
    
    
    
    (389,003
    )
    
    
    (1296
    %)Television
    
    
    (21,145
    )
    
    
    (2,525
    )
    
    
    (18,620
    )
    
    
    737
    %
    
    
    (25,010
    )
    
    
    (5,698
    )
    
    
    (19,312
    )
    
    
    339
    %Corporate
    
    
    (4,053
    )
    
    
    (3,378
    )
    
    
    (675
    )
    
    
    20
    %
    
    
    (8,045
    )
    
    
    (7,250
    )
    
    
    (795
    )
    
    
    11
    %Consolidated
    
    $
    (389,271
    )
    
    
    11,081
    
    
    
    (400,352
    )
    
    
    (3613
    %)
    
    
    (392,033
    )
    
    
    17,077
    
    
    
    (409,110
    )
    
    
    (2396
    %)Capital expenditures:Radio
    
    $
    1,226
    
    
    
    507
    
    
    
    719
    
    
    
    142
    %
    
    
    2,317
    
    
    
    1,016
    
    
    
    1,301
    
    
    
    128
    %Television
    
    
    6,003
    
    
    
    392
    
    
    
    5,611
    
    
    
    1431
    %
    
    
    9,699
    
    
    
    2,025
    
    
    
    7,674
    
    
    
    379
    %Corporate
    
    
    137
    
    
    
    1,122
    
    
    
    (985
    )
    
    
    (88
    %)
    
    
    363
    
    
    
    1,369
    
    
    
    (1,006
    )
    
    
    (73
    %)Consolidated
    
    $
    7,366
    
    
    
    2,021
    
    
    
    5,345
    
    
    
    264
    %
    
    
    12,379
    
    
    
    4,410
    
    
    
    7,969
    
    
    
    181
    %
 June30,
    
    December 31,2008
    
    2007Total Assets:Radio
    
    $
    456,250
    
    
    
    862,048Television
    
    
    60,635
    
    
    
    62,462Corporate
    
    
    10,210
    
    
    
    11,619Consolidated
    
    $
    527,095
    
    
    
    936,129
 12




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##### Table of Contents



5.
Comprehensive (Loss) Income
  Three-Months ended
    
    
    Six-Months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net (loss) income
    
    $
    (294,054
    )
    
    
    2,390
    
    
    
    (299,972
    )
    
    
    3,404Other comprehensive loss:Unrealized gain (loss) on derivative instruments
    
    
    7,930
    
    
    
    3,555
    
    
    
    (1,260
    )
    
    
    1,669Total
comprehensive (loss) income
    
    $
    (286,124
    )
    
    
    5,945
    
    
    
    (301,232
    )
    
    
    5,073
 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
 Accounting for
Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109 Accounting for Income Taxes
 13




---



##### Table of Contents



8. Litigation
  Wolf, et al., Litigation
     14




---



##### Table of Contents



Amigo Broadcasting Litigation
   15




---



##### Table of Contents



9. Impairment of FCC Broadcasting Licenses
  Goodwill and Other Intangible
Assets (SFAS No. 142)
 Unit of Accounting
for Testing Impairment of Indefinite-Lived Intangible Assets (EITF
02-07)
    10.
Fair Value of Derivative Instruments
 Fair Value Measurements
 Fair Value Measurements atJune 30, 2008Using Significant OtherDescription
    
    Observable Inputs (Level 2)Derivatives  Liabilities
    
    $
    4,842
 Effective Date of FASB Statement
No. 157
 11. Fair Value of Financial Instruments
 Disclosures About Fair Value of Financial Instruments
   June 30,

    

    

    December 31,2008

    

    

    2007Gross

    

    

    

    

    

    

    Grosscarrying

    

    

    

    

    

    

    carryingDescription

    

    amount

    

    

    Fair value

    

    

    amount

    

    

    Fair valueSenior
credit facilities
    
    $
    314.4
    
    
    
    252.3
    
    
    
    316.1
    
    
    

    291.6103/4% Series B cumulative
exchangeable redeemable
preferred stock
    
    $
    89.9
    
    
    
    54.0
    
    
    
    89.9
    
    
    

    89.9
  16




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
      LaMusica.com, Mega.tv LaMusica.com
 17




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##### Table of Contents



Comparison
Analysis of the Operating Results for the Three-Month Periods Ended June 30, 2008 and 2007
  Three-Months EndedJune 30,
    
    Change2008
    
    2007
    
    $
    
    %Net revenue:Radio
    
    $
    41,008
    
    
    
    45,256
    
    
    
    (4,248
    )
    
    
    (9
    %)Television
    
    
    4,172
    
    
    
    2,615
    
    
    
    1,557
    
    
    
    60
    %Consolidated
    
    $
    45,180
    
    
    
    47,871
    
    
    
    (2,691
    )
    
    
    (6
    %)Engineering and programming expenses:Radio
    
    $
    10,236
    
    
    
    9,068
    
    
    
    1,168
    
    
    
    13
    %Television
    
    
    5,228
    
    
    
    3,309
    
    
    
    1,919
    
    
    
    58
    %Consolidated
    
    $
    15,464
    
    
    
    12,377
    
    
    
    3,087
    
    
    
    25
    %Selling, general and administrative expenses:Radio
    
    $
    14,648
    
    
    
    18,494
    
    
    
    (3,846
    )
    
    
    (21
    %)Television
    
    
    2,975
    
    
    
    1,703
    
    
    
    1,272
    
    
    
    75
    %Consolidated
    
    $
    17,623
    
    
    
    20,197
    
    
    
    (2,574
    )
    
    
    (13
    %)Corporate expenses:
    
    $
    3,672
    
    
    
    3,112
    
    
    
    560
    
    
    
    18
    %Depreciation and amortization:Radio
    
    $
    784
    
    
    
    711
    
    
    
    73
    
    
    
    10
    %Television
    
    
    277
    
    
    
    128
    
    
    
    149
    
    
    
    116
    %Corporate
    
    
    381
    
    
    
    266
    
    
    
    115
    
    
    
    43
    %Consolidated
    
    $
    1,442
    
    
    
    1,105
    
    
    
    337
    
    
    
    30
    %Gain on the disposal of assets, net:Radio
    
    $
    (2
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    100
    %Television
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Corporate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Consolidated
    
    $
    (2
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    100
    %Impairment of FCC broadcasting licenses:Radio
    
    $
    379,415
    
    
    
    
    
    
    
    379,415
    
    
    
    100
    %Television
    
    
    16,837
    
    
    
    
    
    
    
    16,837
    
    
    
    100
    %Corporate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Consolidated
    
    $
    396,252
    
    
    
    
    
    
    
    396,252
    
    
    
    100
    %Operating (loss) income:Radio
    
    $
    (364,073
    )
    
    
    16,984
    
    
    
    (381,057
    )
    
    
    (2244
    %)Television
    
    
    (21,145
    )
    
    
    (2,525
    )
    
    
    (18,620
    )
    
    
    737
    %Corporate
    
    
    (4,053
    )
    
    
    (3,378
    )
    
    
    (675
    )
    
    
    20
    %Consolidated
    
    $
    (389,271
    )
    
    
    11,081
    
    
    
    (400,352
    )
    
    
    (3613
    %)
  18




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##### Table of Contents



Three-Months EndedJune 30,
    
    Change2008
    
    2007
    
    $
    
    %(In thousands)Net revenue
    
    $
    45,180
    
    
    
    47,871
    
    
    
    (2,691
    )
    
    
    (6
    %)Engineering and programming expenses
    
    
    15,464
    
    
    
    12,377
    
    
    
    3,087
    
    
    
    25
    %Selling, general and administrative expenses
    
    
    17,623
    
    
    
    20,197
    
    
    
    (2,574
    )
    
    
    (13
    %)Corporate expenses
    
    
    3,672
    
    
    
    3,112
    
    
    
    560
    
    
    
    18
    %Depreciation and amortization
    
    
    1,442
    
    
    
    1,105
    
    
    
    337
    
    
    
    30
    %Gain on disposal of assets, net
    
    
    (2
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    100
    %Impairment of FCC broadcasting licenses
    
    
    396,252
    
    
    
    
    
    
    
    396,252
    
    
    
    100
    %Operating (loss) income
    
    $
    (389,271
    )
    
    
    11,081
    
    
    
    (400,352
    )
    
    
    (3613
    %)Interest expense, net
    
    
    (5,315
    )
    
    
    (4,735
    )
    
    
    (580
    )
    
    
    12
    %Income tax (benefit) expense
    
    
    (100,532
    )
    
    
    3,956
    
    
    
    (104,488
    )
    
    
    (2641
    %)Net (loss) income
    
    $
    (294,054
    )
    
    
    2,390
    
    
    
    (296,444
    )
    
    
    (12404
    %)
 Net Revenue.
 Engineering and Programming Expenses.
 Selling, General and Administrative Expenses
 Corporate Expenses
 Depreciation and Amortization.
 Impairment of FCC Broadcasting Licenses.
 Operating (Loss) Income.
 Interest Expense, net.
 Income Taxes.
 Net (Loss) Income.
 19




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##### Table of Contents



Comparison
Analysis of the Operating Results for the Six-Month Periods Ended June 30, 2008 and 2007
  Six-Months EndedJune 30,
    
    Change2008
    
    2007
    
    $
    
    %Net revenue:Radio
    
    
    74,034
    
    
    
    82,088
    
    
    
    (8,054
    )
    
    
    (10
    %)Television
    
    
    7,579
    
    
    
    4,720
    
    
    
    2,859
    
    
    
    61
    %Consolidated
    
    
    81,613
    
    
    
    86,808
    
    
    
    (5,195
    )
    
    
    (6
    %)Engineering and programming expenses:Radio
    
    
    20,152
    
    
    
    17,910
    
    
    
    2,242
    
    
    
    13
    %Television
    
    
    9,966
    
    
    
    6,761
    
    
    
    3,205
    
    
    
    47
    %Consolidated
    
    
    30,118
    
    
    
    24,671
    
    
    
    5,447
    
    
    
    22
    %Selling, general and administrative expenses:Radio
    
    
    31,870
    
    
    
    32,717
    
    
    
    (847
    )
    
    
    (3
    %)Television
    
    
    5,342
    
    
    
    3,387
    
    
    
    1,955
    
    
    
    58
    %Consolidated
    
    
    37,212
    
    
    
    36,104
    
    
    
    1,108
    
    
    
    3
    %Corporate expenses:
    
    
    7,265
    
    
    
    6,715
    
    
    
    550
    
    
    
    8
    %Depreciation and amortization:Radio
    
    
    1,580
    
    
    
    1,437
    
    
    
    143
    
    
    
    10
    %Television
    
    
    444
    
    
    
    270
    
    
    
    174
    
    
    
    64
    %Corporate
    
    
    780
    
    
    
    535
    
    
    
    245
    
    
    
    46
    %Consolidated
    
    
    2,804
    
    
    
    2,242
    
    
    
    562
    
    
    
    25
    %Gain on the disposal of assets, net:Radio
    
    
    (5
    )
    
    
    (1
    )
    
    
    (4
    )
    
    
    400
    %Television
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Corporate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Consolidated
    
    
    (5
    )
    
    
    (1
    )
    
    
    (4
    )
    
    
    400
    %Impairment of FCC broadcasting licenses:Radio
    
    
    379,415
    
    
    
    
    
    
    
    379,415
    
    
    
    100
    %Television
    
    
    16,837
    
    
    
    
    
    
    
    16,837
    
    
    
    100
    %Corporate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Consolidated
    
    
    396,252
    
    
    
    
    
    
    
    396,252
    
    
    
    100
    %Operating (loss) income:Radio
    
    
    (358,978
    )
    
    
    30,025
    
    
    
    (389,003
    )
    
    
    (1296
    %)Television
    
    
    (25,010
    )
    
    
    (5,698
    )
    
    
    (19,312
    )
    
    
    339
    %Corporate
    
    
    (8,045
    )
    
    
    (7,250
    )
    
    
    (795
    )
    
    
    11
    %Consolidated
    
    
    (392,033
    )
    
    
    17,077
    
    
    
    (409,110
    )
    
    
    (2396
    %)
  20




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##### Table of Contents



Six-Months EndedJune 30,
    
    Change2008
    
    2007
    
    $
    
    %(In thousands)Net revenue
    
    $
    81,613
    
    
    
    86,808
    
    
    
    (5,195
    )
    
    
    (6
    %)Engineering and programming expenses
    
    
    30,118
    
    
    
    24,671
    
    
    
    5,447
    
    
    
    22
    %Selling, general and administrative expenses
    
    
    37,212
    
    
    
    36,104
    
    
    
    1,108
    
    
    
    3
    %Corporate expenses
    
    
    7,265
    
    
    
    6,715
    
    
    
    550
    
    
    
    8
    %Depreciation and amortization
    
    
    2,804
    
    
    
    2,242
    
    
    
    562
    
    
    
    25
    %Gain on disposal of assets, net
    
    
    (5
    )
    
    
    (1
    )
    
    
    (4
    )
    
    
    400
    %Impairment of FCC broadcasting licenses
    
    
    396,252
    
    
    
    
    
    
    
    396,252
    
    
    
    100
    %Operating (loss) income
    
    $
    (392,033
    )
    
    
    17,077
    
    
    
    (409,110
    )
    
    
    (2396
    %)Interest expense, net
    
    
    (10,399
    )
    
    
    (9,424
    )
    
    
    (975
    )
    
    
    10
    %Other income, net
    
    
    1,928
    
    
    
    1,960
    
    
    
    (32
    )
    
    
    (2
    %)Income tax (benefit) expense
    
    
    (100,532
    )
    
    
    6,209
    
    
    
    (106,741
    )
    
    
    (1719
    %)Net (loss) income
    
    $
    (299,972
    )
    
    
    3,404
    
    
    
    (303,376
    )
    
    
    (8912
    %)
 Net Revenue.
 Engineering and Programming Expenses.
 Selling, General and Administrative Expenses.
 Corporate Expenses
 Depreciation and Amortization.
 Impairment of FCC Broadcasting Licenses.
 Operating (Loss) Income.
 Interest Expense, net.
 Income Taxes.
 Net (Loss) Income.
 21




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##### Table of Contents



Liquidity and Capital Resources
   
    
    the demand for advertising within the broadcasting industry and economic conditions in
general will not 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.
    22




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##### Table of Contents



Six-Months EndedJune 30,
    
    
    Change2008
    
    
    2007
    
    
    $(In thousands)Capital expenditures:Radio
    
    
    2,317
    
    
    
    1,016
    
    
    
    1,301Television
    
    
    9,699
    
    
    
    2,025
    
    
    
    7,674Corporate
    
    
    363
    
    
    
    1,369
    
    
    
    (1,006
    )Consolidated
    
    $
    12,379
    
    
    
    4,410
    
    
    
    7,969Net cash flows (used in) provided by operating activities
    
    $
    (3,086
    )
    
    
    7,150
    
    
    
    (10,236
    )Net cash flows used in investing activities
    
    
    (12,352
    )
    
    
    (4,395
    )
    
    
    (7,957
    )Net cash flows used in financing activities
    
    
    (6,674
    )
    
    
    (6,648
    )
    
    
    (26
    )Net decrease in cash and cash equivalents
    
    $
    (22,112
    )
    
    
    (3,893
    )
 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.
 Off-Balance Sheet Arrangements
  Impact on Inflation
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 Evaluation Of Disclosure Controls And Procedures.
 23




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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 4. Submission of Matters to a Vote of Security Holders
   Votes Against/Directors
    
    Votes For
    
    WithheldRaúl Alarcón, Jr.
    
    
    249,061,055
    
    
    
    23,244,586Pablo Raúl Alarcón, Sr.
    
    
    247,211,522
    
    
    
    25,094,119Joseph A. Garcia
    
    
    250,320,688
    
    
    
    21,984,953Antonio S. Fernandez
    
    
    249,046,794
    
    
    
    23,258,847Jose A. Villamil
    
    
    250,320,688
    
    
    
    21,984,953Mitchell A. Yelen
    
    
    249,203,020
    
    
    
    23,102,621Jason L. Shrinsky
    
    
    248,112,827
    
    
    
    24,192,814
  24




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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).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).
 25




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##### Table of Contents



ExhibitNumber
    
    
    
    Exhibit Description4.11
    
    
    
    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).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.
 26




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##### Table of Contents



SIGNATURES
  SPANISH BROADCASTING SYSTEM, INC.By:
    /s/ JOSEPH A. GARCÍAJOSEPH A. GARCÍAExecutive Vice President, Chief
Financial Officer 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)).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).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.
 28