##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A(Amendment No. 1)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 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 000-27823
 
 Spanish Broadcasting System, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    13-3827791(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 2601 South Bayshore Drive, PH II
Coconut Grove, Florida 33133  (Address of principal executive offices and zip code)
 (305) 441-6901
 None
 None
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredClass A common stock, par value $0.0001 per share
    
    The NASDAQ Global Market
 Yes o No þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 Yes o No þ
   Documents Incorporated by Reference:




---



##### 



Table of Contents
 
 PagePART IItem 1. Business
    
    
    3PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    25Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
 
   2




---



##### Table of Contents



Explanatory Note
 (c) Dividends Recent Developments. Dividend Payment on the Series B Preferred
Stock, Recent Developments. Dividend Payment on the Series B Preferred
Stock
 
 
  
 Special Note Regarding Forward-Looking Statements
 
 See Item 1A. Risk
Factors
 
 
 PART I
 
 Item 1.
    
    Business
     3




---



##### Table of Contents



Business Strategy
  Hispanic Market Opportunity
  
    
    Hispanic Population Growth.The U.S. Hispanic population is the largest ethnic
minority group and the fastest growing consumer market and demographic group of the U.S.
population. Between 2000 and 2009, the Hispanic population increased by 35.3%,
compared to 4.9% for the non-Hispanic population. By 2014, it is estimated that nearly
one out of every six individuals living in the U.S. will be of Hispanic origin.
 
    
    Hispanic Buying Power.The U.S. Hispanic population accounted for an estimated buying
power of $978 billion in 2009. Hispanic buying power is expected to increase by 36%
between 2009 and 2014 to $1,330 billion, positioning the Hispanic demographic as an
extremely attractive group for advertisers.
 
    
    Growth in Spanish Language Advertising Spending.In 2008, advertisers spent an
estimated $4.0 billion on Spanish-language media advertising, compared to $3.9 billion in
2007, representing a 1.9% increase from the previous year.
 Selig Center for
Economic Growth, Terry College of Business, The University of Georgia, July 2009 Advertising
Age, Hispanic Fact Pack, Annual Guide to Hispanic Marketing and Media, 2009 Edition
  4




---



##### Table of Contents



Operating Strategy
  Format high-quality programming.
 Attract and retain strong local management teams.
 Utilize focused sales efforts and sales bundling.
  Control broadcast station operating costs.
 Effective use of promotions and special events.
  5




---



##### Table of Contents



Maintain strong community involvement.
 Expand branded content across multiple media platforms.
 Recent Developments
 Lehman Interest Rate Swap
  Dividend Payment on the Series B Preferred Stock
   
  
  6




---



##### Table of Contents



NASDAQ Notification Letters
 NASDAQ Delisting Letters and Temporary Extension
     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.
  7




---



##### Table of Contents



Operating Segments
  See Item 8. Financial Statements and Supplementary Data below.
 Radio Overview
   OUR RADIO MARKETS
 2008 Estimated
    
    
    
    
    
    
    2009 Total2008 Estimated
    
    
    % of Total
    
    
    2008 Estimated
    
    
    EstimatedHispanic
    
    
    
    
    Hispanic
    
    
    Hispanic
    
    
    % of Total
    
    
    Market Radio
    
    
    Number ofMarket
    
    
    
    
    Population
    
    
    Population in
    
    
    U.S. Hispanic
    
    
    Revenue
    
    
    StationsRank(a)
    
    
    Hispanic Market
    
    (000)(a)
    
    
    Market(a)
    
    
    Population(a)
    
    
    ($mm)(b)
    
    
    We Operate1
    
    
    Los Angeles
    
    
    8,507
    
    
    
    48
    %
    
    
    18
    %
    
    $
    698
    
    
    
    22
    
    
    New York
    
    
    4,435
    
    
    
    21
    %
    
    
    9
    %
    
    
    560
    
    
    
    2*
    
    
    Puerto Rico
    
    
    3,912
    
    
    
    99
    %
    
    
    9
    %
    
    
    81
    
    
    
    113
    
    
    Miami
    
    
    2,152
    
    
    
    49
    %
    
    
    5
    %
    
    
    223
    
    
    
    44
    
    
    Chicago
    
    
    1,972
    
    
    
    20
    %
    
    
    4
    %
    
    
    441
    
    
    
    16
    
    
    San Francisco
    
    
    1,712
    
    
    
    24
    %
    
    
    4
    %
    
    
    274
    
    
    
    1Total for our markets
    
    
    22,690
    
    
    
    35
    %
    
    
    48
    %
    
    $
    2,277
    
    
    
    21
 
 (a)
    
    Sources: Synovate 2008 Diversity Markets Report; U.S. Census Bureau Population
Estimates for Puerto Rico, July 2007.(b)
    
    Source: BIA Financial Network Inc.s Investing in Radio, 2009 Market Report.*
    
    Puerto Rico is not ranked by the Synovate 2008 Diversity Markets Report. Radio Station Portfolio
 BIA Financial Network, Inc.s 2009 Investing in Radio Market Report
4 th Edition, Synovate 2008 Diversity Markets Report U.S. Census Bureau
Population Estimates for Puerto Rico  2007.
 Los Angeles.
  8




---



##### Table of Contents



New York.
 Puerto Rico.
 Miami.
 Chicago.
 San Francisco.
 Radio Station Programming
  
    
    Spanish Tropical.The Spanish Tropical format primarily consists of salsa, merengue,
bachata, and reggaeton music. Salsa is dance music combining Latin Caribbean rhythms with
jazz originating from Puerto Rico, Cuba and the Dominican Republic, which is popular with
the Hispanics whom we target in New York, Miami and Puerto Rico. Merengue music is
up-tempo dance music originating in the Dominican Republic. Bachata is a softer tempo
dance music also originating in the Dominican Republic. Reggaeton is a modern rhythmic
dance genre that incorporates certain elements of hip-hop music.
 
    
    Regional Mexican.The Regional Mexican format consists of various types of music
played in different regions of Mexico such as ranchera, norteña, banda and cumbia.
Ranchera music, originating from Jalisco, Mexico, is a traditional folkloric sound
commonly referred to as mariachi music. Mariachi music features acoustical instruments
and is considered the music indigenous to Mexicans who live in country towns. Norteña
means northern, and is representative of Northern Mexico. Featuring an accordion, norteña
has a polka sound with a distinct Mexican flavor. Banda is a regional format from the
state of Sinalóa, Mexico and is popular in California. Banda resembles up-tempo marching
band music with synthesizers.
  9




---



##### Table of Contents




    
    Spanish Adult Contemporary.The Spanish Adult Contemporary format includes soft
romantic ballads and Spanish pop music as well as, international hits from Puerto Rico,
Mexico, Latin America and Spain.
 
    
    Spanish Oldies.The Spanish Oldies format includes a variety of Latin and English
classics, mainly from the 1960s, 1970s, and 1980s.
 
    
    Top 40.The Top 40 format consists of the most popular current Latin and English chart
hits.
 
    
    Latin Rhythmic.The Hispanic Urban (Hurban) format consists of reggaeton with a mix
of pop and tropical mixes. Reggaeton is dance music that originated in Panama and
Puerto Rico more than a
decade ago and has evolved into a mix of Spanish- and English-language dance hall,
traditional reggae, Latin pop and Spanish hip-hop.
  Target buyingFM
    
    
    
    demographicMarket
    
    Station
    
    Format
    
    group by ageLos Angeles
    
    KLAX
    
    Regional Mexican
    
    18-49KXOL
    
    Latin Rhythmic
    
    18-34New York
    
    WSKQ
    
    Spanish Tropical
    
    18-49WPAT
    
    Spanish Adult Contemporary
    
    18-49Puerto Rico
    
    WMEG
    
    Top 40
    
    18-34WEGM
    
    Top 40
    
    18-34WRXD
    
    Spanish Tropical
    
    18-49WIOA
    
    Spanish Adult Contemporary
    
    18-49WIOB
    
    Spanish Adult Contemporary
    
    18-49WIOC
    
    Spanish Adult Contemporary
    
    18-49WZNT
    
    Spanish Tropical
    
    18-49WZMT
    
    Spanish Tropical
    
    18-49WZET
    
    Spanish Tropical
    
    18-49WODA
    
    Latin Rhythmic
    
    18-34WNOD
    
    Latin Rhythmic
    
    18-34Chicago
    
    WLEY
    
    Regional Mexican
    
    18-49Miami
    
    WXDJ
    
    Spanish Tropical
    
    18-49WCMQ
    
    Spanish Oldies
    
    25-54WRMA
    
    Spanish Adult Contemporary
    
    18-49WRZA
    
    Regional Mexican
    
    18-49San Francisco
    
    KRZZ
    
    Regional Mexican
    
    18-49
  10




---



##### Table of Contents



On-Line Properties
   Television Overview and Programming
   Market
    
    Station ID
    
    Channel
    
    
    Programming TypeCharleston, South Carolina
    
    WHDC
    
    
    40.2
    
    
    Affiliation AgreementChicago, Illinois
    
    WOCK
    
    
    13
    
    
    Local Marketing AgreementDallas, Texas
    
    KODF
    
    
    26
    
    
    Affiliation AgreementFresno, California
    
    KSDI
    
    
    33.2
    
    
    Affiliation AgreementMiami, Florida
    
    WSBS
    
    
    22
    
    
    Owned & OperatedNew York, New York
    
    WRNN
    
    
    48.2
    
    
    Local Marketing AgreementOrlando, Florida
    
    WHDO
    
    
    38.2
    
    
    Affiliation AgreementPalm Springs, California
    
    KPLS
    
    
    19.2
    
    
    Affiliation AgreementPuerto Rico
    
    WMEI
    
    
    14.1
    
    
    Programming AgreementTampa, Florida
    
    WFHD
    
    
    63.2
    
    
    Affiliation AgreementWest Palm Beach, Florida
    
    WBWP
    
    
    57
    
    
    Affiliation AgreementDirecTV Más  Nation Wide
    
    Satellite
    
    
    405
    
    
    Affiliation AgreementDirecTV  Puerto Rico
    
    Satellite
    
    
    169
    
    
    Affiliation Agreement
   11




---



##### Table of Contents



Advertising Revenue
       12




---



##### Table of Contents



Seasonality
  Competition
   
    
    management experience;
 
    
    talent and popularity of on-air personalities and television show hosts and actors;
 
    
    audience ratings and our broadcast stations rank in their markets;
 
    
    signal strength and frequency; and
 
    
    audience demographics, including the nature of the Spanish-language market targeted by
a particular station.
 Federal Regulation of Radio and Television Broadcasting
   13




---



##### Table of Contents



®
 ®
  Federal Regulation of Radio and Television Broadcasting
 Trademarks, Copyrights, and Licenses
   14




---



##### Table of Contents



Antitrust
  Federal Regulation of Radio and Television Broadcasting
 General.
 
    
    assigns frequency bands for radio and television broadcasting;
 
    
    determines the particular frequencies, locations and operating power of radio and
television broadcast stations;
 
    
    issues, renews, revokes and modifies radio and television broadcast station licenses;
 
    
    establishes technical requirements for certain transmitting equipment used by radio
and television broadcast stations;
 
    
    adopts and implements regulations and policies that directly or indirectly affect the
ownership, operation, program content and employment and business practices of radio and
television broadcast stations;
    
    has the power to impose penalties, including monetary forfeitures and license
revocations, for violations of its rules and the Communications Act; and
 
    
    regulates certain aspects of the operation of cable and Direct to Home (DTH) satellite
systems and certain other electronic media that compete with broadcast stations.
  15




---



##### Table of Contents



FCC Licenses.
  Date ofBroadcast
    
    
    
    Date of
    
    
    license
    
    
    Operationstation
    
    Market
    
    acquisition
    
    
    expiration
    
    
    frequency
    
    
    FCC class
    
    
    HAAT
    
    
    Power(In meters)
    
    
    (In kilowatts)KLAX-FM
    
    Los Angeles, CA
    
    
    2/24/1988
    
    
    
    12/1/2013
    
    
    97.9 MHz
    
    
    B
    
    
    
    184
    
    
    
    33.00KXOL-FM
    
    Los Angeles, CA
    
    
    10/30/2003
    
    
    
    12/1/2013
    
    
    96.3 MHz
    
    
    B
    
    
    
    398
    
    
    
    6.60WSKQ-FM
    
    New York, NY
    
    
    1/26/1989
    
    
    
    6/1/2006
    (a)
    
    97.9 MHz
    
    
    B
    
    
    
    415
    
    
    
    6.00WPAT-FM
    
    New York, NY
    
    
    3/25/1996
    
    
    
    6/1/2014
    
    
    93.1 MHz
    
    
    B
    
    
    
    433
    
    
    
    5.40WMEG-FM
    
    Puerto Rico
    
    
    5/13/1999
    
    
    
    2/1/2012
    
    
    106.9 MHz
    
    
    B
    
    
    
    594
    
    
    
    25.00WEGM-FM
    
    Puerto Rico
    
    
    1/14/2000
    
    
    
    2/1/2012
    
    
    95.1 MHz
    
    
    B
    
    
    
    600
    
    
    
    25.00WRXD-FM
    
    Puerto Rico
    
    
    12/1/1998
    
    
    
    2/1/2012
    
    
    96.5 MHz
    
    
    B
    
    
    
    852
    
    
    
    11.50WZET-FM
    
    Puerto Rico
    
    
    5/13/1999
    
    
    
    2/1/2012
    
    
    92.1 MHz
    
    
    A
    
    
    
    337
    
    
    
    3.00WIOA-FM
    
    Puerto Rico
    
    
    1/14/2000
    
    
    
    2/1/2012
    
    
    99.9 MHz
    
    
    B
    
    
    
    560
    
    
    
    31.00WIOB-FM
    
    Puerto Rico
    
    
    1/14/2000
    
    
    
    2/1/2012
    
    
    97.5 MHz
    
    
    B
    
    
    
    302
    
    
    
    50.00WIOC-FM
    
    Puerto Rico
    
    
    1/14/2000
    
    
    
    2/1/2012
    
    
    105.1 MHz
    
    
    B
    
    
    
    (61
    )
    
    
    47.00WZNT-FM
    
    Puerto Rico
    
    
    1/14/2000
    
    
    
    2/1/2012
    
    
    93.7 MHz
    
    
    B
    
    
    
    560
    
    
    
    28.00WZMT-FM
    
    Puerto Rico
    
    
    1/14/2000
    
    
    
    2/1/2012
    
    
    93.3 MHz
    
    
    B1
    
    
    
    (69
    )
    
    
    14.50WODA-FM
    
    Puerto Rico
    
    
    1/14/2000
    
    
    
    2/1/2012
    
    
    94.7 MHz
    
    
    B
    
    
    
    560
    
    
    
    31.00WNOD-FM
    
    Puerto Rico
    
    
    1/14/2000
    
    
    
    2/1/2012
    
    
    94.l MHz
    
    
    B
    
    
    
    597
    
    
    
    25.00WLEY-FM
    
    Chicago, IL
    
    
    3/27/1997
    
    
    
    12/1/2012
    
    
    107.9 MHz
    
    
    B
    
    
    
    232
    
    
    
    21.00WXDJ-FM
    
    Miami, FL
    
    
    3/28/1997
    
    
    
    2/1/2012
    
    
    95.7 MHz
    
    
    C2
    
    
    
    167
    
    
    
    40.00WCMQ-FM
    
    Miami, FL
    
    
    12/22/1986
    
    
    
    2/1/2012
    
    
    92.3 MHz
    
    
    C2
    
    
    
    188
    
    
    
    31.00WRMA-FM
    
    Miami, FL
    
    
    3/28/1997
    
    
    
    2/1/2012
    
    
    106.7 MHz
    
    CO
    
    
    
    300
    
    
    
    100.00KRZZ-FM
    
    San Francisco, CA
    
    
    12/23/2004
    
    
    
    12/1/2013
    
    
    93.3 MHz
    
    
    B
    
    
    
    150
    
    
    
    50.00WSBS-DT
    
    Miami, FL (b)
    
    
    3/1/2006
    
    
    
    2/1/2013
    
    
    CH. 3
    
    DTV
    
    
    
    54
    
    
    
    1.00WSBS-CA
    
    Miami, FL
    
    
    3/1/2006
    
    
    
    2/1/2013
    
    
    CH. 50
    
    CA
    
    
    
    236
    
    
    
    150.00
 
 (a)
    
    Application for renewal of license is pending. The FCC broadcasting license for
WSKQ-FM expired on June 1, 2006. A petition to deny the application for renewal was filed
by several parties who alleged, inter alia,that WSKQ-FM had broadcast indecent material
during the license term. An opposition pleading was submitted to the Commission
categorically stating that the allegations made did not raise sufficient questions to
warrant non-renewal of the license. The application remains pending and the station
continues to operate under its expired license
until the FCC takes action on the renewal. In the great majority of cases, radio broadcast
licenses are renewed by the FCC even when petitions to deny are filed against license
renewal applications.(b)
    
    TV Station WSBS-TV is licensed to Key West and is part of the Miami DMA (designated
market area, as defined by Nielsen Media Research).  16




---



##### Table of Contents



License Grant and Renewal.
 
    
    the station has served the public interest, convenience and necessity;
 
    
    there have been no serious violations by the licensee of the Communications Act or FCC
rules and regulations; and
 
    
    there have been no other violations by the licensee of the Communications Act or FCC
rules and regulations which, taken together, indicate a pattern of abuse.
    Transfers and Assignments of License.
 
    
    the financial and legal qualifications of the prospective assignee or transferee,
including compliance with FCC restrictions on non-U.S. citizens or entity ownership and
control;
 
    
    compliance with FCC rules limiting the common ownership of attributable interests in
broadcast and newspaper properties;
  17




---



##### Table of Contents




    
    the history of compliance with FCC operating rules; and
    
    the character qualifications of the transferee or assignee and the individuals or
entities holding attributable interests in them.
  Alien Ownership.
 Ownership Attribution.
   18




---



##### Table of Contents



Multiple Ownership.
 Local Radio Ownership. ®
 
    
    In a radio market with 45 or more full-power commercial and noncommercial radio
stations, a party may own, operate or control up to eight commercial radio stations, not
more than five of which are in the same service (AM or FM).
 
    
    In a radio market with between 30 and 44 (inclusive) full-power commercial and
noncommercial radio stations, a party may own, operate or control up to seven commercial
radio stations, not more than four of which are in the same service (AM or FM).
 
    
    In a radio market with between 15 and 29 (inclusive) full-power commercial and
noncommercial radio stations, a party may own, operate or control up to six commercial
radio stations, not more than four of which are in the same service (AM or FM).
 
    
    In a radio market with 14 or fewer full-power commercial and noncommercial radio
stations, a party may own, operate or control up to five commercial radio stations, not
more than three of which are in the same service (AM or FM), except that a party may not
own, operate, or control more than 50% of the radio stations in such market.
 ® ® ® ®
 Local Television Ownership.
  19




---



##### Table of Contents



Television National Audience Reach Limitation.
 Radio-Television Cross-Ownership.
 Newspaper-Broadcast Cross-Ownership.
 Programming and Operations.
 Indecency and Profanity.
  20




---



##### Table of Contents



Equal Employment Opportunities.
 Simulcasting.
 Time Brokerage and Joint Sales Agreements.
 RF Radiation.
 Digital Audio Radio Satellite Service.
 Terrestrial Digital Radio.
 Low Power Radio Broadcast Service.
  21




---



##### Table of Contents



Change of Community.
 Cable and Satellite Carriage of Television Broadcast Stations.
   Digital Television Services.
 Childrens Television Programming.
  22




---



##### Table of Contents



Sponsorship Identification.
 Proposed and Recent Changes.
 
    
    changes to the license authorization and renewal process;
    
    proposals to increase regulatory fees or impose spectrum use or other fees on FCC
broadcasting licensees;
 
    
    changes to the FCCs equal employment opportunity regulations and other matters
relating to the involvement of minorities and women in the broadcasting industry;
 
    
    proposals to change rules relating to political broadcasting including proposals to
grant free air time to candidates, and other changes regarding program content;
 
    
    proposals to restrict or prohibit the advertising of beer, wine and other alcoholic
beverages;
 
    
    proposals to restrict or prohibit the advertising of on-line casinos or on-line
sports-betting services;
 
    
    proposals to require broadcast stations to operate studios in the communities to which
they are licensed, which would require construction of new studios, to provide staffing
on a 24 hour per day basis, and to increase and/or quantify locally oriented program
content and diversity;
 
    
    proposals to change rules regarding studio location and operations;
 
    
    technical and frequency allocation matters;
 
    
    changes in broadcast, multiple ownership, foreign ownership, cross-ownership and
ownership attribution policies;
 
    
    proposals to alter provisions of the tax laws affecting broadcast operations and
acquisitions;
 
    
    proposals to regulate or prohibit payments to stations by independent record
promoters, record labels and others for the inclusion of specific content in broadcast
programming; and
 
    
    proposals to require radio broadcasters to pay royalties to musicians and record
labels for the performance of music played on the stations.
  23




---



##### Table of Contents



Environmental Matters
  Management and Personnel
   Available Information
 http://www.sec.gov.
   
 
  24




---



##### Table of Contents



PART
IV
 
 Item
15.   Exhibits and Financial Statement Schedules
  ExhibitNumber
    
    Exhibit description31.1
    
    
    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.
  25




---



##### Table of Contents



SIGNATURE
 st
 
 Spanish Broadcasting System, Inc.By:
    /s/ Raúl Alarcón, Jr.Name:
    Raúl Alarcón, Jr.Title:
    Chairman of the Board of Directors,Chief Executive Officer and President  
 st
 
  /s/ Raúl Alarcón, Jr.
    
    Chairman of the Board of Directors, Chief ExecutiveRaúl Alarcón, Jr.
    
    Officer and President (principal executive officer)/s/ Joseph A. García
    
    Director, Senior Executive Vice President, Chief Financial Officer,Joseph A. García
    
    Chief Administration Officer and
Secretary (principal financial and accounting officer)/s/ Jose A. Villamil
    
    DirectorJose A. Villamil/s/ Mitchell A. Yelen
    
    DirectorMitchell A. Yelen/s/ Jason L. Shrinsky
    
    DirectorJason L. Shrinsky
  26




---



##### Table of Contents



Exhibits
  ExhibitNumber
    
    Exhibit description31.1
    
    
    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.
  27