##### 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 September 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)
 Yes o No þ




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##### 



SPANISH BROADCASTING SYSTEM, INC.
INDEX
 PagePART I. FINANCIAL INFORMATIONITEM 1. Financial Statements  Unaudited
    
    
    4Unaudited Condensed Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008
    
    
    4Unaudited Condensed Consolidated Statements of Operations for the Three- and Nine-Months
Ended September 30, 2009 and 2008
    
    
    5Unaudited Condensed Consolidated Statement of Changes in Stockholders Deficit and
Comprehensive Loss for the Nine-Months Ended September 30, 2009
    
    
    6Unaudited Condensed Consolidated Statements of Cash Flows for the Nine-Months Ended
September 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
    
    
    23PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    24ITEM 1A. Risk Factors
    
    
    24ITEM 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
 
  September 30,
    
    
    December 31,2009
    
    
    2008(In thousands, except share data)AssetsCurrent assets:Cash and cash equivalents
    
    $
    45,768
    
    
    
    32,852Receivables, net of allowance for doubtful accounts of $1,302 in 2009 and $1,675 in 2008
    
    
    28,897
    
    
    
    27,580Prepaid expenses and other current assets
    
    
    3,765
    
    
    
    4,426Total current assets
    
    
    78,430
    
    
    
    64,858Property and equipment, net of accumulated depreciation of $46,745 in 2009 and $43,567 in 2008
    
    
    48,183
    
    
    
    52,411FCC broadcasting licenses
    
    
    321,101
    
    
    
    331,224Goodwill
    
    
    32,806
    
    
    
    32,806Other intangible assets, net of accumulated amortization of $205 in 2009 and $178 in 2008
    
    
    1,229
    
    
    
    1,256Deferred financing costs, net of accumulated amortization of $4,760 in 2009 and $3,956 in 2008
    
    
    2,841
    
    
    
    3,646Other assets
    
    
    2,272
    
    
    
    3,066Total assets
    
    $
    486,862
    
    
    
    489,267Liabilities and Stockholders DeficitCurrent liabilities:Accounts payable and accrued expenses
    
    $
    16,647
    
    
    
    15,428Accrued interest
    
    
    7,952
    
    
    
    486Unearned revenue
    
    
    467
    
    
    
    560Other liabilities
    
    
    51
    
    
    
    66Derivative instruments
    
    
    8,205
    
    
    
    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
    
    
    445
    
    
    
    438Series B cumulative exchangeable redeemable preferred stock dividends payable
    
    
    4,550
    
    
    
    2,068Total current liabilities
    
    
    56,567
    
    
    
    22,296Other liabilities, less current portion
    
    
    104
    
    
    
    139Derivative instruments
    
    
    651
    
    
    
    12,541Senior credit facility revolver due 2010
    
    
    
    
    
    
    15,000Senior credit facility term loan due 2012, less current portion
    
    
    307,125
    
    
    
    309,563Other long-term debt, less current portion
    
    
    6,718
    
    
    
    7,052Deferred income taxes
    
    
    69,930
    
    
    
    68,082Total liabilities
    
    
    441,095
    
    
    
    434,673Commitments and contingencies (note 7)Cumulative 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 September 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 September 30, 2009 and December 31, 2008, respectively
    
    
    4
    
    
    
    4Class A common stock, $0.0001 par value. Authorized 100,000,000 shares; 41,540,847 and 41,445,222
shares issued and outstanding at September 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 September 30, 2009 and December 31, 2008, respectively
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    524,936
    
    
    
    524,722Accumulated other comprehensive loss
    
    
    (3,838
    )
    
    
    (8,187
    )Accumulated deficit
    
    
    (567,690
    )
    
    
    (554,300
    )Total stockholders deficit
    
    
    (46,582
    )
    
    
    (37,755
    )Total liabilities and stockholders deficit
    
    $
    486,862
    
    
    
    489,267
   - 4 -




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
 
  Three-Months Ended
    
    
    Nine-Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands, except per share data)Net revenue
    
    $
    38,582
    
    
    
    41,253
    
    
    
    103,428
    
    
    
    122,866Operating expenses:Engineering and programming
    
    
    9,591
    
    
    
    13,992
    
    
    
    31,830
    
    
    
    44,110Selling, general and administrative
    
    
    12,775
    
    
    
    16,585
    
    
    
    36,600
    
    
    
    53,797Corporate expenses
    
    
    2,372
    
    
    
    2,707
    
    
    
    7,545
    
    
    
    9,972Depreciation and amortization
    
    
    1,574
    
    
    
    1,792
    
    
    
    4,737
    
    
    
    4,596Total operating expenses
    
    
    26,312
    
    
    
    35,076
    
    
    
    80,712
    
    
    
    112,475Gain on the disposal of assets, net
    
    
    (14
    )
    
    
    (5
    )
    
    
    (29
    )
    
    
    (10
    )Impairment of FCC broadcasting licenses and restructuring costs
    
    
    
    
    
    
    2,199
    
    
    
    10,686
    
    
    
    398,451Operating income (loss)
    
    
    12,284
    
    
    
    3,983
    
    
    
    12,059
    
    
    
    (388,050
    )Other (expense) income:Interest expense, net
    
    
    (6,723
    )
    
    
    (5,686
    )
    
    
    (19,841
    )
    
    
    (16,085
    )Change in fair value of derivative instrument
    
    
    958
    
    
    
    3,585
    
    
    
    3,448
    
    
    
    3,585Other, net
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1,928Income (loss) before income taxes
    
    
    6,519
    
    
    
    1,882
    
    
    
    (4,333
    )
    
    
    (398,622
    )Income tax expense (benefit)
    
    
    1,976
    
    
    
    2,325
    
    
    
    1,611
    
    
    
    (98,207
    )Net income (loss)
    
    
    4,543
    
    
    
    (443
    )
    
    
    (5,944
    )
    
    
    (300,415
    )Dividends on Series B preferred stock
    
    
    (2,482
    )
    
    
    (2,417
    )
    
    
    (7,446
    )
    
    
    (7,251
    )Net income (loss) applicable to
common stockholders
    
    $
    2,061
    
    
    
    (2,860
    )
    
    
    (13,390
    )
    
    
    (307,666
    )Basic and diluted net income (loss) per common share
    
    $
    0.03
    
    
    
    (0.04
    )
    
    
    (0.18
    )
    
    
    (4.25
    )Weighted average common shares outstanding:Basic
    
    
    72,515
    
    
    
    72,418
    
    
    
    72,507
    
    
    
    72,409Diluted
    
    
    72,555
    
    
    
    72,418
    
    
    
    72,507
    
    
    
    72,409
   - 5 -




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##### Table of Contents



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
    
    
    
    
    
    
    
    
    
    
    95,625
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    214
    
    
    
    
    
    
    
    
    
    
    
    214Series B preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,446
    )
    
    
    (7,446
    )Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,944
    )
    
    
    (5,944
    )Amounts reclassified to earnings during the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,112
    
    
    
    
    
    
    
    4,112Unrealized gain on derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    237
    
    
    
    
    
    
    
    237Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,595
    )Balance at September 30, 2009
    
    
    380,000
    
    
    $
    4
    
    
    
    41,540,847
    
    
    $
    4
    
    
    
    23,403,500
    
    
    $
    2
    
    
    $
    524,936
    
    
    $
    (3,838
    )
    
    $
    (567,690
    )
    
    $
    (46,582
    )
   - 6 -




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
 
  Nine-Months EndedSeptember 30,2009
    
    
    2008(In thousands)Cash flows from operating activities:Net loss
    
    $
    (5,944
    )
    
    
    (300,415
    )Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Gain on the sale of assets
    
    
    (29
    )
    
    
    (10
    )Impairment of FCC broadcasting licenses
    
    
    10,123
    
    
    
    398,451Stock-based compensation
    
    
    214
    
    
    
    600Depreciation and amortization
    
    
    4,737
    
    
    
    4,596Net barter income
    
    
    (370
    )
    
    
    (144
    )Provision for trade doubtful accounts
    
    
    335
    
    
    
    717Amortization of deferred financing costs
    
    
    805
    
    
    
    826Amortization of non-interest bearing promissory note payable
    
    
    
    
    
    
    1,047Deferred income taxes
    
    
    1,848
    
    
    
    (98,350
    )Unearned revenue
    
    
    116
    
    
    
    (1,731
    )Accretion of the time-value of money component related to unearned revenue
    
    
    
    
    
    
    122Change in fair value of derivative instrument
    
    
    664
    
    
    
    (3,403
    )Amortization of deferred commitment fee
    
    
    
    
    
    
    (56
    )Amortization of other liabilities
    
    
    (50
    )
    
    
    (50
    )Changes in operating assets and liabilities:Trade receivables
    
    
    (1,491
    )
    
    
    5,628Prepaid expenses and other current assets
    
    
    661
    
    
    
    (3,585
    )Other assets
    
    
    794
    
    
    
    (933
    )Accounts payable and accrued expenses
    
    
    1,355
    
    
    
    (5,579
    )Unearned revenue
    
    
    
    
    
    
    617Accrued interest
    
    
    7,466
    
    
    
    45Net cash provided by (used in) operating activities
    
    
    21,234
    
    
    
    (1,607
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (815
    )
    
    
    (9,763
    )Acquisition of a building and its related building improvements
    
    
    
    
    
    
    (5,828
    )Proceeds from the sale of property and equipment
    
    
    226
    
    
    
    Proceeds from an insurance recovery
    
    
    
    
    
    
    91Net cash used in investing activities
    
    
    (589
    )
    
    
    (15,500
    )Cash flows from financing activities:Payment of senior secured credit facility term loan 2012
    
    
    (2,438
    )
    
    
    (2,438
    )Payment of Series B preferred stock cash dividends
    
    
    (4,964
    )
    
    
    (7,251
    )Payments of other long-term debt
    
    
    (327
    )
    
    
    (321
    )Net cash used in financing activities
    
    
    (7,729
    )
    
    
    (10,010
    )Net increase (decrease) in cash and cash equivalents
    
    
    12,916
    
    
    
    (27,117
    )Cash and cash equivalents at beginning of period
    
    
    32,852
    
    
    
    61,122Cash and cash equivalents at end of period
    
    $
    45,768
    
    
    
    34,005Supplemental cash flows information:Interest paid
    
    $
    7,467
    
    
    
    14,893Income taxes paid, net
    
    
    29
    
    
    
    22Noncash investing and financing activities:Accrual of Series B preferred stock cash dividend not declared
    
    $
    4,550
    
    
    
    Accrual of Series B preferred stock as payment of preferred stock dividend
    
    $
    
    
    
    
    2,014Unrealized gain (loss) on derivative instruments
    
    $
    237
    
    
    
    (4,460
    )
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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
 (c) Share-Based Compensation Plans
 2006 Omnibus Equity Compensation Plan
   - 8 -




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##### Table of Contents



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
    
    
    (85
    )
    
    
    8.38Outstanding at September 30, 2009
    
    
    2,662
    
    
    $
    10.23
    
    
    $
    
    
    
    
    3.6Exercisable at September 30, 2009
    
    
    2,584
    
    
    $
    10.49
    
    
    $
    
    
    
    
    3.5
   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
    
    
    522
    
    
    
    78
    
    
    $
    2.49
    
    
    
    7.1
    
    
    
    522
    
    
    $
    2.645.00  9.99
    
    
    1,159
    
    
    
    
    
    
    
    8.19
    
    
    
    3.7
    
    
    
    1,159
    
    
    
    8.1910.00  14.99
    
    
    198
    
    
    
    
    
    
    
    10.79
    
    
    
    5.0
    
    
    
    198
    
    
    
    10.7915.00  20.00
    
    
    705
    
    
    
    
    
    
    
    20.00
    
    
    
    0.1
    
    
    
    705
    
    
    
    20.002,584
    
    
    
    78
    
    
    $
    10.23
    
    
    
    3.6
    
    
    
    2,584
    
    
    $
    10.49
 Nonvested Shares
   - 9 -




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##### Table of Contents



WeightedAverage Grant-Date Fair ValueShares
    
    
    (per Share)Nonvested at December 31, 2008
    
    
    225
    
    
    $
    1.75Awarded
    
    
    
    
    
    
    Vested
    
    
    (96
    )
    
    
    1.77Forfeited
    
    
    
    
    
    
    Nonvested at September 30, 2009
    
    
    129
    
    
    $
    1.74
 3. Basic and Diluted Net (Loss) Income Per Common Share
    - 10 -




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##### Table of Contents



4. Operating Segments
  Three-Months Ended
    
    
    
    
    
    
    
    
    
    
    Nine-Months EndedSeptember 30,
    
    
    Change
    
    
    September 30,
    
    
    Change2009
    
    
    2008
    
    
    $
    
    
    %
    
    
    2009
    
    
    2008
    
    
    $
    
    
    %(In thousands)
    
    
    (In thousands)Net revenue:Radio
    
    $
    34,558
    
    
    
    36,411
    
    
    
    (1,853
    )
    
    
    (5
    %)
    
    
    91,923
    
    
    
    110,445
    
    
    
    (18,522
    )
    
    
    (17
    %)Television
    
    
    4,024
    
    
    
    4,842
    
    
    
    (818
    )
    
    
    (17
    %)
    
    
    11,505
    
    
    
    12,421
    
    
    
    (916
    )
    
    
    (7
    %)Consolidated
    
    $
    38,582
    
    
    
    41,253
    
    
    
    (2,671
    )
    
    
    (6
    %)
    
    
    103,428
    
    
    
    122,866
    
    
    
    (19,438
    )
    
    
    (16
    %)Engineering and programming expenses:Radio
    
    $
    6,478
    
    
    
    9,438
    
    
    
    (2,960
    )
    
    
    (31
    %)
    
    
    20,973
    
    
    
    29,590
    
    
    
    (8,617
    )
    
    
    (29
    %)Television
    
    
    3,113
    
    
    
    4,554
    
    
    
    (1,441
    )
    
    
    (32
    %)
    
    
    10,857
    
    
    
    14,520
    
    
    
    (3,663
    )
    
    
    (25
    %)Consolidated
    
    $
    9,591
    
    
    
    13,992
    
    
    
    (4,401
    )
    
    
    (31
    %)
    
    
    31,830
    
    
    
    44,110
    
    
    
    (12,280
    )
    
    
    (28
    %)Selling, general and administrative expenses:Radio
    
    $
    10,902
    
    
    
    13,579
    
    
    
    (2,677
    )
    
    
    (20
    %)
    
    
    30,357
    
    
    
    45,449
    
    
    
    (15,092
    )
    
    
    (33
    %)Television
    
    
    1,873
    
    
    
    3,006
    
    
    
    (1,133
    )
    
    
    (38
    %)
    
    
    6,243
    
    
    
    8,348
    
    
    
    (2,105
    )
    
    
    (25
    %)Consolidated
    
    $
    12,775
    
    
    
    16,585
    
    
    
    (3,810
    )
    
    
    (23
    %)
    
    
    36,600
    
    
    
    53,797
    
    
    
    (17,197
    )
    
    
    (32
    %)Corporate expenses:
    
    $
    2,372
    
    
    
    2,707
    
    
    
    (335
    )
    
    
    (12
    %)
    
    
    7,545
    
    
    
    9,972
    
    
    
    (2,427
    )
    
    
    (24
    %)Depreciation and amortization:Radio
    
    $
    781
    
    
    
    817
    
    
    
    (36
    )
    
    
    (4
    %)
    
    
    2,374
    
    
    
    2,397
    
    
    
    (23
    )
    
    
    (1
    %)Television
    
    
    556
    
    
    
    578
    
    
    
    (22
    )
    
    
    (4
    %)
    
    
    1,646
    
    
    
    1,022
    
    
    
    624
    
    
    
    61
    %Corporate
    
    
    237
    
    
    
    397
    
    
    
    (160
    )
    
    
    (40
    %)
    
    
    717
    
    
    
    1,177
    
    
    
    (460
    )
    
    
    (39
    %)Consolidated
    
    $
    1,574
    
    
    
    1,792
    
    
    
    (218
    )
    
    
    (12
    %)
    
    
    4,737
    
    
    
    4,596
    
    
    
    141
    
    
    
    3
    %(Gain) loss on the disposal of assets, net:Radio
    
    $
    (6
    )
    
    
    (5
    )
    
    
    (1
    )
    
    
    20
    %
    
    
    (26
    )
    
    
    (10
    )
    
    
    (16
    )
    
    
    160
    %Television
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %
    
    
    19
    
    
    
    
    
    
    
    19
    
    
    
    100
    %Corporate
    
    
    (8
    )
    
    
    
    
    
    
    (8
    )
    
    
    100
    %
    
    
    (22
    )
    
    
    
    
    
    
    (22
    )
    
    
    100
    %Consolidated
    
    $
    (14
    )
    
    
    (5
    )
    
    
    (9
    )
    
    
    180
    %
    
    
    (29
    )
    
    
    (10
    )
    
    
    (19
    )
    
    
    190
    %Impairment of FCC broadcasting licenses and
restructuring costs:Radio
    
    $
    
    
    
    
    2,191
    
    
    
    (2,191
    )
    
    
    (100
    %)
    
    
    10,614
    
    
    
    381,606
    
    
    
    (370,992
    )
    
    
    (97
    %)Television
    
    
    
    
    
    
    8
    
    
    
    (8
    )
    
    
    (100
    %)
    
    
    24
    
    
    
    16,845
    
    
    
    (16,821
    )
    
    
    (100
    %)Corporate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100
    %
    
    
    48
    
    
    
    
    
    
    
    48
    
    
    
    100
    %Consolidated
    
    $
    
    
    
    
    2,199
    
    
    
    (2,199
    )
    
    
    (100
    %)
    
    
    10,686
    
    
    
    398,451
    
    
    
    (387,765
    )
    
    
    (97
    %)Operating (loss) income:Radio
    
    $
    16,403
    
    
    
    10,391
    
    
    
    6,012
    
    
    
    58
    %
    
    
    27,631
    
    
    
    (348,587
    )
    
    
    376,218
    
    
    
    (108
    %)Television
    
    
    (1,518
    )
    
    
    (3,304
    )
    
    
    1,786
    
    
    
    (54
    %)
    
    
    (7,284
    )
    
    
    (28,314
    )
    
    
    21,030
    
    
    
    (74
    %)Corporate
    
    
    (2,601
    )
    
    
    (3,104
    )
    
    
    503
    
    
    
    (16
    %)
    
    
    (8,288
    )
    
    
    (11,149
    )
    
    
    2,861
    
    
    
    (26
    %)Consolidated
    
    $
    12,284
    
    
    
    3,983
    
    
    
    8,301
    
    
    
    208
    %
    
    
    12,059
    
    
    
    (388,050
    )
    
    
    400,109
    
    
    
    (103
    %)Capital expenditures:Radio
    
    $
    34
    
    
    
    326
    
    
    
    (292
    )
    
    
    (90
    %)
    
    
    428
    
    
    
    2,643
    
    
    
    (2,215
    )
    
    
    (84
    %)Television
    
    
    214
    
    
    
    2,826
    
    
    
    (2,612
    )
    
    
    (92
    %)
    
    
    338
    
    
    
    12,525
    
    
    
    (12,187
    )
    
    
    (97
    %)Corporate
    
    
    20
    
    
    
    60
    
    
    
    (40
    )
    
    
    (67
    %)
    
    
    49
    
    
    
    423
    
    
    
    (374
    )
    
    
    (88
    %)Consolidated
    
    $
    268
    
    
    
    3,212
    
    
    
    (2,944
    )
    
    
    (92
    %)
    
    
    815
    
    
    
    15,591
    
    
    
    (14,776
    )
    
    
    (95
    %)
 September 30,
    
    
    December 31,2009
    
    
    2008(In thousands)Total Assets:Radio
    
    $
    425,101
    
    
    
    422,827Television
    
    
    54,386
    
    
    
    57,225Corporate
    
    
    7,375
    
    
    
    9,215Consolidated
    
    $
    486,862
    
    
    
    489,267
  - 11 -




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##### Table of Contents



5. Comprehensive Income (Loss)
  Three-Months Ended
    
    
    Nine-Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income (loss)
    
    $
    4,543
    
    
    
    (443
    )
    
    
    (5,944
    )
    
    
    (300,415
    )Other comprehensive loss:Amounts reclassified to earnings during the period
    
    
    1,421
    
    
    
    
    
    
    
    4,112Unrealized (loss) gain on derivative instruments
    
    
    (122
    )
    
    
    (3,200
    )
    
    
    237
    
    
    
    (4,460
    )Total comprehensive income (loss)
    
    $
    5,842
    
    
    
    (3,643
    )
    
    
    (1,595
    )
    
    
    (304,875
    )
 6. Income Taxes
    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
     Restructuring Costs
   - 13 -




---



##### Table of Contents



9. Derivative Instruments
 Accounting for Derivatives and Hedging Activities
      Derivatives and Hedging Activities
  Fixed
    
    
    
    
    
    
    FairNotional
    
    
    Interest
    
    
    Expiration
    
    
    ValueAgreement
    
    Amount
    
    
    Rate
    
    
    Date
    
    
    LiabilityInterest rate swap
    
    $
    310,375
    
    
    
    5.98
    %
    
    June 30, 2010
    
    
    $
    8,205Interest rate swap
    
    
    6,834
    
    
    
    6.31
    %
    
    January 4, 2017
    
    
    
    651$
    317,209
    
    
    
    
    
    
    
    
    
    
    $
    8,856
      - 14 -




---



##### Table of Contents



Fair Value Disclosure of Derivative Instruments
 (in thousands).
 Fair Value Measurements at September 30, 2009LiabilitiesQuoted Prices in
    
    
    SignificantSeptember 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
    
    $
    651
    
    
    
    
    
    
    
    651
    
    
    
    Derivative no longer designated as cash flow hedging
instrument:Interest rate swap
    
    $
    8,205
    
    
    
    
    
    
    
    8,205
    
    
    
    Total
    
    $
    8,856
    
    
    
    
    
    
    
    8,856
    
    
    
    
  Three-Months Ended
    
    
    Nine-Months EndedInterest rate swaps
    
    September 30, 2009
    
    
    September 30, 2008
    
    
    September 30, 2009
    
    
    September 30, 2008(Loss) gain recognized in other comprehensive loss (effective portion)
    
    $
    (122
    )
    
    
    (3,200
    )
    
    $
    237
    
    
    
    (4,460
    )Loss reclassified from accumulated other comprehensive loss into
interest expense
    
    
    1,421
    
    
    
    
    
    
    
    4,112
    
    
    
    Gain recognized in change in fair value of derivative instrument
    
    
    958
    
    
    
    3,585
    
    
    
    3,448
    
    
    
    3,585
 10. Fair Value of Financial Instruments
    September 30, 2009
    
    
    December 31, 2008Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    
    
    
    
    CarryingDescription
    
    Amount
    
    
    Fair Value
    
    
    Amount
    
    
    Fair ValueSenior credit facility term loan
    
    $
    310.4
    
    
    
    217.3
    
    
    
    312.8
    
    
    
    87.6103/4% Series B cumulative exchangeable redeemable preferred stock
    
    
    92.3
    
    
    
    46.2
    
    
    
    92.3
    
    
    
    23.1Promissory note payable, included in other long-term debt
    
    
    6.8
    
    
    
    6.7
    
    
    
    7.1
    
    
    
    7.1
   - 15 -




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
        - 16 -




---



##### Table of Contents



Comparison Analysis of the Operating Results for the Three-Months Ended September 30, 2009 and 2008
  Three-Months EndedSeptember 30,
    
    
    Change2009
    
    
    2008
    
    
    $
    
    
    %(In thousands)Net revenue:Radio
    
    $
    34,558
    
    
    
    36,411
    
    
    
    (1,853
    )
    
    
    (5
    %)Television
    
    
    4,024
    
    
    
    4,842
    
    
    
    (818
    )
    
    
    (17
    %)Consolidated
    
    $
    38,582
    
    
    
    41,253
    
    
    
    (2,671
    )
    
    
    (6
    %)Engineering and programming expenses:Radio
    
    $
    6,478
    
    
    
    9,438
    
    
    
    (2,960
    )
    
    
    (31
    %)Television
    
    
    3,113
    
    
    
    4,554
    
    
    
    (1,441
    )
    
    
    (32
    %)Consolidated
    
    $
    9,591
    
    
    
    13,992
    
    
    
    (4,401
    )
    
    
    (31
    %)Selling, general and administrative expenses:Radio
    
    $
    10,902
    
    
    
    13,579
    
    
    
    (2,677
    )
    
    
    (20
    %)Television
    
    
    1,873
    
    
    
    3,006
    
    
    
    (1,133
    )
    
    
    (38
    %)Consolidated
    
    $
    12,775
    
    
    
    16,585
    
    
    
    (3,810
    )
    
    
    (23
    %)Corporate expenses:
    
    $
    2,372
    
    
    
    2,707
    
    
    
    (335
    )
    
    
    (12
    %)Depreciation and amortization:Radio
    
    $
    781
    
    
    
    817
    
    
    
    (36
    )
    
    
    (4
    %)Television
    
    
    556
    
    
    
    578
    
    
    
    (22
    )
    
    
    (4
    %)Corporate
    
    
    237
    
    
    
    397
    
    
    
    (160
    )
    
    
    (40
    %)Consolidated
    
    $
    1,574
    
    
    
    1,792
    
    
    
    (218
    )
    
    
    (12
    %)(Gain) loss on the disposal of assets, net:Radio
    
    $
    (6
    )
    
    
    (5
    )
    
    
    (1
    )
    
    
    20
    %Television
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %Corporate
    
    
    (8
    )
    
    
    
    
    
    
    (8
    )
    
    
    100
    %Consolidated
    
    $
    (14
    )
    
    
    (5
    )
    
    
    (9
    )
    
    
    180
    %Impairment of FCC broadcasting licenses and restructuring costs:Radio
    
    $
    
    
    
    
    2,191
    
    
    
    (2,191
    )
    
    
    (100
    %)Television
    
    
    
    
    
    
    8
    
    
    
    (8
    )
    
    
    (100
    %)Corporate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100
    %Consolidated
    
    $
    
    
    
    
    2,199
    
    
    
    (2,199
    )
    
    
    (100
    %)Operating (loss) income:Radio
    
    $
    16,403
    
    
    
    10,391
    
    
    
    6,012
    
    
    
    58
    %Television
    
    
    (1,518
    )
    
    
    (3,304
    )
    
    
    1,786
    
    
    
    (54
    %)Corporate
    
    
    (2,601
    )
    
    
    (3,104
    )
    
    
    503
    
    
    
    (16
    %)Consolidated
    
    $
    12,284
    
    
    
    3,983
    
    
    
    8,301
    
    
    
    208
    %
  Three-Months EndedSeptember 30,
    
    
    Change2009
    
    
    2008
    
    
    $
    
    
    %(In thousands)Net revenue
    
    $
    38,582
    
    
    
    41,253
    
    
    
    (2,671
    )
    
    
    (6
    %)Engineering and programming expenses
    
    
    9,591
    
    
    
    13,992
    
    
    
    (4,401
    )
    
    
    (31
    %)Selling, general and administrative expenses
    
    
    12,775
    
    
    
    16,585
    
    
    
    (3,810
    )
    
    
    (23
    %)Corporate expenses
    
    
    2,372
    
    
    
    2,707
    
    
    
    (335
    )
    
    
    (12
    %)Depreciation and amortization
    
    
    1,574
    
    
    
    1,792
    
    
    
    (218
    )
    
    
    (12
    %)Gain on disposal of assets, net
    
    
    (14
    )
    
    
    (5
    )
    
    
    (9
    )
    
    
    180
    %Impairment of FCC broadcasting licenses and restructuring costs
    
    
    
    
    
    
    2,199
    
    
    
    (2,199
    )
    
    
    (100
    %)Operating income
    
    $
    12,284
    
    
    
    3,983
    
    
    
    8,301
    
    
    
    208
    %Interest expense, net
    
    
    (6,723
    )
    
    
    (5,686
    )
    
    
    (1,037
    )
    
    
    18
    %Change in fair value of derivative instrument
    
    
    958
    
    
    
    3,585
    
    
    
    (2,627
    )
    
    
    (73
    %)Other income, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100
    %Income tax expense
    
    
    1,976
    
    
    
    2,325
    
    
    
    (349
    )
    
    
    (15
    %)Net income (loss)
    
    $
    4,543
    
    
    $
    (443
    )
    
    
    4,986
    
    
    
    (1126
    %)
  - 17 -




---



##### Table of Contents



Net Revenue
  Engineering and Programming Expenses
  Selling, General and Administrative Expenses
  Corporate Expenses
  Operating Income (Loss)
  Interest Expense, Net
  Change in Fair Value of Derivative Instrument
  Income Taxes
  Net Income (Loss)
   - 18 -




---



##### Table of Contents



Comparison Analysis of the Operating Results for the Nine-Months Ended September 30, 2009 and 2008
  Nine-Months EndedSeptember 30,
    
    
    Change2009
    
    
    2008
    
    
    $
    
    
    %(In thousands)Net revenue:Radio
    
    
    91,923
    
    
    
    110,445
    
    
    
    (18,522
    )
    
    
    (17
    %)Television
    
    
    11,505
    
    
    
    12,421
    
    
    
    (916
    )
    
    
    (7
    %)Consolidated
    
    
    103,428
    
    
    
    122,866
    
    
    
    (19,438
    )
    
    
    (16
    %)Engineering and programming expenses:Radio
    
    
    20,973
    
    
    
    29,590
    
    
    
    (8,617
    )
    
    
    (29
    %)Television
    
    
    10,857
    
    
    
    14,520
    
    
    
    (3,663
    )
    
    
    (25
    %)Consolidated
    
    
    31,830
    
    
    
    44,110
    
    
    
    (12,280
    )
    
    
    (28
    %)Selling, general and administrative expenses:Radio
    
    
    30,357
    
    
    
    45,449
    
    
    
    (15,092
    )
    
    
    (33
    %)Television
    
    
    6,243
    
    
    
    8,348
    
    
    
    (2,105
    )
    
    
    (25
    %)Consolidated
    
    
    36,600
    
    
    
    53,797
    
    
    
    (17,197
    )
    
    
    (32
    %)Corporate expenses:
    
    
    7,545
    
    
    
    9,972
    
    
    
    (2,427
    )
    
    
    (24
    %)Depreciation and amortization:Radio
    
    
    2,374
    
    
    
    2,397
    
    
    
    (23
    )
    
    
    (1
    %)Television
    
    
    1,646
    
    
    
    1,022
    
    
    
    624
    
    
    
    61
    %Corporate
    
    
    717
    
    
    
    1,177
    
    
    
    (460
    )
    
    
    (39
    %)Consolidated
    
    
    4,737
    
    
    
    4,596
    
    
    
    141
    
    
    
    3
    %(Gain) loss on the disposal of assets, net:Radio
    
    
    (26
    )
    
    
    (10
    )
    
    
    (16
    )
    
    
    160
    %Television
    
    
    19
    
    
    
    
    
    
    
    19
    
    
    
    100
    %Corporate
    
    
    (22
    )
    
    
    
    
    
    
    (22
    )
    
    
    100
    %Consolidated
    
    
    (29
    )
    
    
    (10
    )
    
    
    (19
    )
    
    
    190
    %Impairment of FCC broadcasting licenses
and restructuring costs:Radio
    
    
    10,614
    
    
    
    381,606
    
    
    
    (370,992
    )
    
    
    (97
    %)Television
    
    
    24
    
    
    
    16,845
    
    
    
    (16,821
    )
    
    
    (100
    %)Corporate
    
    
    48
    
    
    
    
    
    
    
    48
    
    
    
    100
    %Consolidated
    
    
    10,686
    
    
    
    398,451
    
    
    
    (387,765
    )
    
    
    (97
    %)Operating (loss) income:Radio
    
    
    27,631
    
    
    
    (348,587
    )
    
    
    376,218
    
    
    
    (108
    %)Television
    
    
    (7,284
    )
    
    
    (28,314
    )
    
    
    21,030
    
    
    
    (74
    %)Corporate
    
    
    (8,288
    )
    
    
    (11,149
    )
    
    
    2,861
    
    
    
    (26
    %)Consolidated
    
    
    12,059
    
    
    
    (388,050
    )
    
    
    400,109
    
    
    
    (103
    %)
  Nine-Months EndedSeptember 30,
    
    
    Change2009
    
    
    2008
    
    
    $
    
    
    %(In thousands)Net revenue
    
    $
    103,428
    
    
    
    122,866
    
    
    
    (19,438
    )
    
    
    (16
    %)Engineering and programming expenses
    
    
    31,830
    
    
    
    44,110
    
    
    
    (12,280
    )
    
    
    (28
    %)Selling, general and administrative expenses
    
    
    36,600
    
    
    
    53,797
    
    
    
    (17,197
    )
    
    
    (32
    %)Corporate expenses
    
    
    7,545
    
    
    
    9,972
    
    
    
    (2,427
    )
    
    
    (24
    %)Depreciation and amortization
    
    
    4,737
    
    
    
    4,596
    
    
    
    141
    
    
    
    3
    %Gain on disposal of assets, net
    
    
    (29
    )
    
    
    (10
    )
    
    
    (19
    )
    
    
    190
    %Impairment of FCC broadcasting licenses and restructuring costs
    
    
    10,686
    
    
    
    398,451
    
    
    
    (387,765
    )
    
    
    (97
    %)Operating income (loss)
    
    $
    12,059
    
    
    
    (388,050
    )
    
    
    400,109
    
    
    
    (103
    %)Interest expense, net
    
    
    (19,841
    )
    
    
    (16,085
    )
    
    
    (3,756
    )
    
    
    23
    %Change in fair value of derivative instrument
    
    
    3,448
    
    
    
    3,585
    
    
    
    (137
    )
    
    
    (4
    %)Other income, net
    
    
    1
    
    
    
    1,928
    
    
    
    (1,927
    )
    
    
    (100
    %)Income tax expense (benefit)
    
    
    1,611
    
    
    
    (98,207
    )
    
    
    99,818
    
    
    
    (102
    %)Net loss
    
    $
    (5,944
    )
    
    $
    (300,415
    )
    
    
    294,471
    
    
    
    (98
    %)
  - 19 -




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##### Table of Contents



Net Revenue
  Engineering and Programming Expenses
  Selling, General and Administrative Expenses
  Corporate Expenses
  Impairment of FCC Broadcasting Licenses and Restructuring Costs
   Operating Income
  Interest Expense, Net
  Change in Fair Value of Derivative Instrument
   - 20 -




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##### Table of Contents



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
    
    we will not incur any material unforeseen liabilities, including but
not limited to taxes, environmental liabilities, regulatory matters
and legal judgments.
    - 21 -




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##### Table of Contents



Nine-Months EndedSeptember 30,
    
    
    Change2009
    
    
    2008
    
    
    $(In thousands)Capital expenditures:Radio
    
    $
    428
    
    
    
    2,643
    
    
    
    (2,215
    )Television
    
    
    338
    
    
    
    12,525
    
    
    
    (12,187
    )Corporate
    
    
    49
    
    
    
    423
    
    
    
    (374
    )Consolidated
    
    $
    815
    
    
    
    15,591
    
    
    
    (14,776
    )Net cash flows provided by (used in) operating activities
    
    $
    21,234
    
    
    
    (1,607
    )
    
    
    22,841Net cash flows used in investing activities
    
    
    (589
    )
    
    
    (15,500
    )
    
    
    14,911Net cash flows used in financing activities
    
    
    (7,729
    )
    
    
    (10,010
    )
    
    
    2,281Net increase (decrease) in cash and cash equivalents
    
    $
    12,916
    
    
    
    (27,117
    )
 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 Notification Letters
 NASDAQ Delisting Letter and Temporary Postponement
     - 22 -




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##### Table of Contents



NASDAQ Audit Committee Compliance Letter
   
    
    until the earlier of our next annual shareholders meeting or August 11, 2010; or
    
    if the next annual shareholders meeting is held before February 8, 2010, no later than February 8, 2010.
  Dividend Payment on the Series B Preferred Stock
 3 4
 Off-Balance Sheet Arrangements
  New Accounting Pronouncements
    
 Item 4T. 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
   - 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)).
  - 25 -




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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.
  - 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)).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).
  - 28 -




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description4.10
    
    
    
    
    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 -