UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-K/A

(Amendment No. 1)





(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2012

Or



| ̈ | 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







LOGO

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.)

7007 NW 77th Avenue,

Miami, Florida 33166

(Address of principal executive offices and zip
code)

Registrants telephone number, including area code: (305) 441-6901

Former name, former address and former fiscal year, if changed since last report: None

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:



|                                                  |  |                                          
|------------------------------------------------- |  | -----------------------------------------
|Title of Each Class                               |  | Name of Each Exchange on Which Registered
|Class A common stock, par value $0.0001 per share |  | The NASDAQ Capital Market                





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.   ̈

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

Yes   ̈     No  x

As of June 30, 2012, the last business day of the registrants most
recently completed second fiscal quarter, the registrant had 4,166,991 shares of Class A common stock, par value $0.0001 per share (Class A common stock), and 2,340,353 shares of Class B common stock, par value $0.0001 per
share (Class B common stock), outstanding. As of June 30, 2012, the aggregate market value of the Class A common stock held by nonaffiliates of the registrant was approximately $16.8 million and the aggregate market value of the
Class B common stock held by nonaffiliates of the registrant was approximately $1,421. We calculated the aggregate market value based upon the closing price of our Class A common stock reported on the NASDAQ Global Market on June 29,
2012 of $4.06 per share, and we have assumed that our shares of Class B common stock would trade at the same price per share as our shares of Class A common stock. (For purposes of this paragraph, directors and executive officers have been
deemed affiliates.)

As of April 11, 2013, 4,166,991 shares of Class A common stock, 2,340,353 shares of
Class B common stock and 380,000 shares of Series C convertible preferred stock, $0.01 par value per share (Series C preferred stock), which are convertible into 760,000 shares of Class A common stock, were
outstanding.

Documents Incorporated by Reference:

None.









---

EXPLANATORY NOTE

This Amendment No. 1 amends the Annual Report on Form 10-K for the year ended December 31, 2012, of Spanish Broadcasting
System, Inc. (also referred to as SBS, the Company, we, us or our) which was filed with the Securities and Exchange Commission (the SEC) on April 1, 2013 (the
Original 10-K). SBS is filing this Amendment No. 1 to correct a typographical error found in the labeling and merging of a line item on the Consolidated Balance Sheets as of December 31, 2012 and 2011 whereby the line item in
the Original 10-K that read Senior credit facility term loan due 2012, less current portion was merged with what should have been a separate line item that read 12.5% senior secured notes due 2017, net of unamortized discount of
$7,194 in 2012. We are also filing this Amendment No. 1 to amend the Report of Independent Registered Public Accounting Firm related to the consolidated Financial Statement Schedule - Valuation and Qualifying Accounts and Exhibit
23.1, the Consent of Independent Registered Public Accounting Firm, to provide the name and electronic signature of KPMG LLP. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our
principal executive officer and principal financial officer are filed as exhibits to this Form 10-K/A.

This Amendment
No. 1 does not include the entire Form 10-K. Except as described in this Explanatory Note, this Amendment No. 1 does not amend any other information set forth in the Original 10-K, and the Company has not updated disclosures to reflect any
events that occurred subsequent to April 1, 2013. Therefore, this Amendment No. 1 should be read in conjunction with our Original 10-K and our other filings made with the SEC subsequent to the filing of the Original 10-K.



---

PART IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------



|(a) | 
|--- | 

1. Financial Statements

The following financial statements have been filed as required by Item 8 of this report:



| |  |  | Consolidated Balance Sheets as of December 31, 2012 and 2011
| | - |  | ------------------------------------------------------------

2. Financial Statement Schedule

The following financial statement schedule has been filed
as required by Item 8 of this report:



| |  |  | Report of Independent Registered Public Accounting Firm
| | - |  | -------------------------------------------------------

3. The following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed herewith:



|               |  |                                                                                                                                                  
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit number |  | Exhibit description                                                                                                                              
|23.1           |  | Consent of KPMG LLP.                                                                                                                             
|               | 
|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.



---

SPANISH BROADCASTING SYSTEM, INC.

AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2012 and 2011

(In thousands, except share data)



|                                                                                                                                                                                                                                      |  |      |          |   |      |  |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- |  | -------- | -
|                                                                                                                                                                                                                                      |  | 2012 |          |   | 2011 | 
|Assets                                                                                                                                                                                                                                |  |      |          |   |      |  |          |  
|Current assets:                                                                                                                                                                                                                       |  |      |          |   |      |  |          |  
|Cash and cash equivalents                                                                                                                                                                                                             |  | $    | 26,660   |   |      |  | 71,266   |  
|Receivables:                                                                                                                                                                                                                          |  |      |          |   |      |  |          |  
|Trade                                                                                                                                                                                                                                 |  |      | 27,638   |   |      |  | 24,014   |  
|Barter                                                                                                                                                                                                                                |  |      | 377      |   |      |  | 627      |  
|                                                                                                                                                                                                                                      |  |      |          |   |      |  |          |  
|                                                                                                                                                                                                                                      |  |      | 28,015   |   |      |  | 24,641   |  
|Less allowance for doubtful accounts                                                                                                                                                                                                  |  |      | 1,592    |   |      |  | 844      |  
|                                                                                                                                                                                                                                      |  |      |          |   |      |  |          |  
|Net receivables                                                                                                                                                                                                                       |  |      | 26,423   |   |      |  | 23,797   |  
|Prepaid expenses and other current assets                                                                                                                                                                                             |  |      | 2,161    |   |      |  | 4,354    |  
|                                                                                                                                                                                                                                      |  |      |          |   |      |  |          |  
|Total current assets                                                                                                                                                                                                                  |  |      | 55,244   |   |      |  | 99,417   |  
|Property and equipment, net                                                                                                                                                                                                           |  |      | 38,014   |   |      |  | 41,743   |  
|FCC broadcasting licenses                                                                                                                                                                                                             |  |      | 323,055  |   |      |  | 323,055  |  
|Goodwill                                                                                                                                                                                                                              |  |      | 32,806   |   |      |  | 32,806   |  
|Other intangible assets, net of accumulated amortization of $642 in 2012 and $380 in 2011                                                                                                                                             |  |      | 1,906    |   |      |  | 2,168    |  
|Deferred financing costs, net of accumulated amortization of $3,015 in 2012 and $7,137 in 2011                                                                                                                                        |  |      | 14,601   |   |      |  | 465      |  
|Other assets                                                                                                                                                                                                                          |  |      | 1,792    |   |      |  | 1,858    |  
|                                                                                                                                                                                                                                      |  |      |          |   |      |  |          |  
|Total assets                                                                                                                                                                                                                          |  | $    | 467,418  |   |      |  | 501,512  |  
|                                                                                                                                                                                                                                      |  |      |          |   |      |  |          |  
|Liabilities and Stockholders Deficit                                                                                                                                                                                                 |  |      |          |   |      |  |          |  
|Current liabilities:                                                                                                                                                                                                                  |  |      |          |   |      |  |          |  
|Accounts payable and accrued expenses                                                                                                                                                                                                 |  | $    | 16,275   |   |      |  | 16,783   |  
|Accrued interest                                                                                                                                                                                                                      |  |      | 7,339    |   |      |  | 280      |  
|Unearned revenue                                                                                                                                                                                                                      |  |      | 527      |   |      |  | 914      |  
|Other liabilities                                                                                                                                                                                                                     |  |      | 669      |   |      |  | 795      |  
|Current portion of the senior credit facility term loan due 2012                                                                                                                                                                      |  |      |         |   |      |  | 36,313   |  
|Current portion of other long-term debt                                                                                                                                                                                               |  |      | 3,009    |   |      |  | 3,039    |  
|Series B cumulative exchangeable redeemable preferred stock dividends payable                                                                                                                                                         |  |      | 29,369   |   |      |  | 21,923   |  
|                                                                                                                                                                                                                                      |  |      |          |   |      |  |          |  
|Total current liabilities                                                                                                                                                                                                             |  |      | 57,188   |   |      |  | 80,047   |  
|Other liabilities, less current portion                                                                                                                                                                                               |  |      | 802      |   |      |  | 603      |  
|Derivative instruments                                                                                                                                                                                                                |  |      | 816      |   |      |  | 740      |  
|12.5% senior secured notes due 2017, net of unamortized discount of $7,194 in 2012                                                                                                                                                    |  |      | 267,806  |   |      |  |         |  
|Senior credit facility term loan due 2012, less current portion                                                                                                                                                                       |  |      |         |   |      |  | 266,750  |  
|Other long-term debt, less current portion                                                                                                                                                                                            |  |      | 8,262    |   |      |  | 11,271   |  
|Deferred income taxes                                                                                                                                                                                                                 |  |      | 86,049   |   |      |  | 84,368   |  
|                                                                                                                                                                                                                                      |  |      |          |   |      |  |          |  
|Total liabilities                                                                                                                                                                                                                     |  |      | 420,923  |   |      |  | 443,779  |  
|                                                                                                                                                                                                                                      |  |      |          |   |      |  |          |  
|Commitments and contingencies (notes 13, 15, and 17)                                                                                                                                                                                  |  |      |          |   |      |  |          |  
|Cumulative exchangeable redeemable preferred stock:                                                                                                                                                                                   |  |      |          |   |      |  |          |  
|10 3/4% 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 December 31, 2012 and 2011, respectively |  |      | 92,349   |   |      |  | 92,349   |  
|Stockholders deficit:                                                                                                                                                                                                                |  |      |          |   |      |  |          |  
|Series C convertible preferred stock, $0.01 par value and liquidation value. Authorized 600,000 shares; 380,000 shares issued and
outstanding at December 31, 2012 and 2011, respectively                                             |  |      | 4        |   |      |  | 4        |  
|Class A common stock, $0.0001 par value. Authorized 100,000,000 shares; 4,166,991 shares issued and outstanding at December 31,
2012 and 2011, respectively                                                                           |  |      |         |   |      |  |         |  
|Class B common stock, $0.0001 par value. Authorized 50,000,000 shares; 2,340,353 shares issued and outstanding at December 31,
2012 and 2011, respectively                                                                            |  |      |         |   |      |  |         |  
|Additional paid-in capital                                                                                                                                                                                                            |  |      | 525,281  |   |      |  | 525,235  |  
|Accumulated other comprehensive loss, net                                                                                                                                                                                             |  |      | (816     | ) |      |  | (740     | )
|Accumulated deficit                                                                                                                                                                                                                   |  |      | (570,323 | ) |      |  | (559,115 | )
|                                                                                                                                                                                                                                      |  |      |          |   |      |  |          |  
|Total stockholders deficit                                                                                                                                                                                                           |  |      | (45,854  | ) |      |  | (34,616  | )
|                                                                                                                                                                                                                                      |  |      |          |   |      |  |          |  
|Total liabilities and stockholders deficit                                                                                                                                                                                           |  | $    | 467,418  |   |      |  | 501,512  |  
|                                                                                                                                                                                                                                      |  |      |          |   |      |  |          |  

See accompanying notes to consolidated financial statements.



4



---

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Spanish Broadcasting System, Inc.:

Under date of April 1, 2013, we reported on the consolidated balance sheets of Spanish Broadcasting System, Inc. and subsidiaries (the Company) as of December 31, 2012 and 2011, and the related
consolidated statements of operations and comprehensive (loss) income, changes in stockholders deficit, and cash flows for the years then ended, which report appears in the December 31, 2012 Annual Report on Form 10-K of the Company. In
connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated Financial Statement Schedule - Valuation and Qualifying Accountsin the December 31, 2012 Annual report on Form 10-K.
This financial statement schedule is the responsibility of the Companys management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a
whole, present fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

Miami, Florida

April 1, 2013

Certified Public Accountants



---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



|               |  |  |  |                                   |  |                                                                                                     
|-------------- |  |  |  | --------------------------------- |  | ----------------------------------------------------------------------------------------------------
|               |  |  |  | SPANISH BROADCASTING SYSTEM, INC.
|               |  |  | 
|April 12, 2013 |  |  |  | By:                               |  | /s/ Joseph A. García                                                                                
|               |  |  |  |                                   |  | Joseph A. García                                                                                    
|               |  |  |  |                                   |  | Chief Financial Officer, Chief Administrative Officer, Senior Executive Vice President and Secretary



---

SPANISH BROADCASTING SYSTEM, INC.

AND SUBSIDIARIES

Exhibit Index



|               |  |                                                                                                                                                  
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit number |  | Exhibit description                                                                                                                              
|23.1           |  | Consent of KPMG LLP.                                                                                                                             
|               | 
|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.