8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2011

LBI MEDIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

333-110122	05-0584918
(Commission File Number)	(IRS Employer Identification No.)

1845 West Empire Avenue Burbank, California	91504
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (818) 563-5722

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 2.02. Results of Operations and Financial Condition

LBI Media, Inc. (“LBI Media”), a California corporation and wholly owned subsidiary of LBI Media Holdings, Inc., issued a press release on May 16, 2011. The press release announced its consolidated financial results for the three months ended March 31, 2011. The press release is filed as Exhibit 99.1 and is hereby incorporated by reference in its entirety. The information in this Form 8-K and the exhibit attached hereto is being furnished (not filed) under Item 2.02 of Form 8-K.

In the press release, LBI Media used the term “Adjusted EBITDA.” Adjusted EBITDA consists of net income or loss, plus income tax expense or benefit, gain or loss on disposal of property and equipment, net interest expense, interest rate swap expense or income, depreciation, and stock-based compensation expense. The term, as defined by LBI Media, may not be comparable to a similarly titled measure employed by other companies and is not a measure of performance calculated in accordance with generally accepted accounting principles in the United States (“GAAP”).

The management of LBI Media considers this measure an important indicator of its financial performance, as it eliminates the effects of certain of the company’s non-cash items and the company’s capital structure. In addition, it provides useful information to investors regarding the company’s financial condition and results of operations and the company’s ability to service debt. The measure should be considered in addition to, but not as a substitute for or superior to, other measures of liquidity and financial performance prepared in accordance with GAAP, such as cash flows from operating activities, operating income or loss and net income or loss.

LBI Media believes Adjusted EBITDA is useful to an investor in evaluating its financial performance because:

• it is widely used in the broadcasting industry to measure a company’s financial performance without regard to items such as net interest expense and depreciation, which can vary substantially from company to company depending upon accounting methods and book value of assets, financing methods, capital structure and the method by which assets were acquired;

• it gives investors another measure to evaluate and compare the results of LBI Media’s operations from period to period by removing the impact of LBI Media’s capital structure (such as net interest expense and net interest rate swap expense), asset base (such as depreciation) and actions that do not affect liquidity (such as stock-based compensation expense) from LBI Media’s operating results; and

• it helps investors identify items that are within LBI Media’s operational control. For example, depreciation charges, while a component of operating income, are fixed at the time of the asset purchase in accordance with the depreciable lives of the related asset and as such are not a directly controllable operating charge in the period.

LBI Media’s management uses Adjusted EBITDA:

• as a measure of operating performance because it assists LBI Media in comparing its financial performance on a consistent basis as it removes the impact of LBI Media’s capital structure, asset base and actions that do not affect liquidity from its operating results;

• as a measure to assist LBI Media in evaluating and planning its acquisition strategy;

• in presentations to LBI Media’s board of directors to enable them to have the same consistent measurement basis of financial performance used by management;

• as a measure for determining LBI Media’s operating budget and its ability to fund working capital; and

• as a measure for planning and forecasting capital expenditures.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of LBI Media, Inc. dated May 16, 2011 (financial results for the three months ended March 31, 2011).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, LBI Media Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Burbank, State of California, on May 16, 2011.

LBI MEDIA HOLDINGS, INC.
By:	/s/ Wisdom Lu
	Wisdom Lu
	Chief Financial Officer

EX-99.1

Exhibit 99.1

LBI Media, Inc. Reports First Quarter 2011 Results

Burbank, CA – May 16, 2011 – LBI Media, Inc., a leading Spanish-language entertainment company, today announced its financial results for the three months ended March 31, 2011. For the three months ended March 31, 2011, net revenues increased by $1.8 million, or 8%, to $25.4 million, from $23.6 million for the same period in 2010. Adjusted EBITDA(1) decreased by $2.8 million, or 39%, to $4.3 million for the three months ended March 31, 2011, from $7.1 million for the same period in 2010. Adjusted EBITDA in the first quarter of 2010 included a $1.6 million gain on the assignment of a certain asset purchase agreement. Also, Adjusted EBITDA in the first quarter of 2011 included a $0.7 million one-time charge related to the settlement of a certain legal dispute. In addition, Adjusted EBITDA in the first quarter of 2010 included only a partial month of service fee expenses related to our EstrellaTV network, as compared to the same period in 2011, which included a full quarter of service fee expenses. Excluding the one-time items related to the gain in the first quarter of 2010 from the assignment of our asset purchase agreement, the settlement charge in the first quarter of 2011, and normalizing for a full quarter of service fee expenses in the first quarter of 2010, which would have resulted in approximately $0.7 million of additional service fee in the first quarter of 2010, Adjusted EBITDA in the first quarter of 2011 increased 4% compared to Adjusted EBITDA in the same period in 2010.

Commenting on the company’s earnings results, Lenard Liberman, Chief Executive Officer and President said, “We are pleased with the results of our first quarter, and with the progress we have made in our network business since the launch of EstrellaTV. EstrellaTV continues to shine, ranking among the highest-rated Spanish language networks in the country, and continues to contribute to our revenue growth. With our recently completed refinancing, we now have a capital structure in place to provide the liquidity and flexibility to optimize the value of our assets. Our radio and television stations are located in some of the most attractive markets for Hispanic media, and the release of the 2010 Census data confirms the strength and growth of the US Hispanic population. With the powerful growth of the underlying demographics in our markets and with the strength of our highly rated programming, we believe we are uniquely positioned to take advantage of this favorable trend and deliver outstanding performance.”

Results for the Three Months Ended March 31, 2011

For the three months ended March 31, 2011, net revenues increased by $1.8 million, or 8%, to $25.4 million, from $23.6 million for the same period in 2010. The increase was primarily attributable to increased advertising revenue from our EstrellaTV network, partially offset by a decline in our radio segment.

Net revenues for our television segment increased by $2.4 million, or 21%, to $14.2 million for the three months ended March 31, 2011, from $11.8 million for the same period in 2010. This increase was primarily attributable to increased revenue from our EstrellaTV television network.

Net revenues for our radio segment declined by $0.6 million, or 5%, to $11.3 million for the three months ended March 31, 2011, from $11.8 million for the same period in 2010. This change was primarily attributable to declines in advertising revenue in our Texas markets, partially offset by increases in advertising revenues in our Southern California markets.

Total operating expenses increased by $4.7 million, or 25%, to $23.7 million for the three months ended March 31, 2011, as compared to $19.0 million for the same period in 2010. This increase was primarily attributable to (1) a $1.9 million increase in program and technical expenses in part resulting from $0.7 million in incremental costs related to services for our EstrellaTV network and an increase in amortization of capitalized costs related to the production of our original programming content, (2) the absence in 2011 of a $1.6 million cash gain realized on the assignment of the asset purchase agreement to acquire a radio station, and (3) a $0.9 million increase in selling, general and administrative expenses, primarily related to a $0.7 million charge related to the settlement of a legal dispute.

Adjusted EBITDA decreased by $2.8 million, or 39%, to $4.3 million for the three months ended March 31, 2011, from $7.1 million for the same period in 2010. The decrease was primarily the result of (1) the absence in 2011 of the $1.6 million cash gain realized on the assignment of the asset purchase agreement to acquire radio station KDES-FM, (2) $0.7 million of additional costs related to our EstrellaTV network because the first quarter of 2010 included only a partial month of service fee expenses related to the network and (3) a $0.7 million charge related to the settlement of a legal dispute.

We recognized a net loss of $6.5 million for the three months ended March 31, 2011, as compared to a net loss of $2.5 million for the same period of 2010, an increase in net loss of $4.0 million. This change was primarily attributable to (1) the absence in 2011 of the $1.6 million cash gain realized on the assignment of a certain asset purchase agreement to acquire a radio station, (2) a $1.0 million write off of deferred financing costs relating to our former senior secured credit facility and (3) higher program and technical expenses and selling, general and administrative expenses, as described above.

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First Quarter 2011 Conference Call

We will host a conference call to discuss our financial results for the three months ended March 31, 2011 on Monday, March 16, 2011 at 4:00 PM Eastern Time. Interested parties may participate in the conference call by dialing (888) 293-6953 beginning fifteen minutes prior to the scheduled start time of the call, asking for the “LBI Media, Inc. First Quarter 2011 Results Conference Call” and providing confirmation code 3220890 to the operator. The conference call will be recorded and made available for replay through Friday, May 20, 2011. Investors may listen to the replay of the call by dialing (888) 203-1112, then entering the passcode 3220890.

Information for Holders of LBI Media’s 8 ¹/2% Senior Subordinated Notes due 2017 and 9¹/4% Senior Secured Notes due 2019

The financial results for LBI Media, Inc.’s first quarter ended March 31, 2011 will be posted on our website at www.lbimedia.com/investors.html. Holders and beneficial owners of LBI Media, Inc.’s 8 ¹/2% Senior Subordinated Notes due 2017 and 9¹/4% Senior Secured Notes due 2019 may access this information by contacting Wisdom Lu at (818) 729-5316 to receive a temporary username and password.

About LBI Media, Inc.

We are a leading Spanish-language entertainment company and one of the largest Spanish-language radio and television broadcasters in the United States, based on revenues and number of stations. We own 21 radio stations (fifteen FM and six AM) and nine television stations in greater Los Angeles, CA (including Riverside, San Bernardino and Orange counties), Chicago, IL, Dallas-Ft. Worth, TX, Denver, CO, Houston, TX, New York, NY, Phoenix, AZ, Salt Lake City, Utah, and San Diego, CA. In addition, we own “EstrellaTV”, a leading Spanish-language national television broadcast network in the United States. We also own four television production facilities that we use to produce our core television programming. We are affiliated with television stations in various states and along with our owned and operated television stations, broadcast EstrellaTV in 36 U.S. designated market areas, including nine each in California and Texas, four in Florida, three in Arizona, two in Nevada and one each in Colorado, Illinois, Nebraska, New Mexico, New York, North Carolina, Oklahoma, Oregon, and Utah.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the U.S. securities laws. These statements are based upon current expectations and involve certain risks and uncertainties, including those related to the expected future operating performance of our radio stations, television stations and studio operations. Forward-looking statements include but are not limited to information preceded by, or that include the words, “believes”, “expects”, “prospects”, “pacings”, “anticipates”, “could”, “estimates”, “forecasts” or similar expressions. The reader should note that these statements may be impacted by several factors, including economic changes, regulatory changes, increased competition, the timing of announced acquisitions or station upgrades, the successful integration of television and radio assets we acquire, changes in the broadcasting industry generally, and changes in interest rates. Accordingly, our actual performance and results may differ significantly from those anticipated in the forward-looking statements. Please see the recent public filings of our parent, LBI Media Holdings, Inc., for information about these and other risks that may affect us. We and our parent, LBI Media Holdings, Inc., undertake no obligation to update or revise the information contained herein because of new information, future events or otherwise, except as required by law.

(1) We define Adjusted EBITDA as net income or loss plus income tax expense or benefit, loss on disposal of property and equipment, net interest expense, interest rate swap expense or income, depreciation and stock-based compensation expense. Management considers this measure an important indicator of our performance because it eliminates the effects of certain non-cash items and our capital structure. This measure should be considered in addition to, but not as a substitute for, or superior to, other measures of liquidity and financial performance prepared in accordance with accounting principles generally accepted in the U.S., such as cash flows from operating activities, operating income or loss and net income or loss. In addition, our definition of Adjusted EBITDA may differ from those of many companies reporting similarly named measures. See tables at the end of this press release for a reconciliation of net (loss) income to Adjusted EBITDA.

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Results of Operations:

LBI MEDIA, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

	Three Months Ended March 31,
	2011			2010
Net revenues	$	25,426		$	23,584
Operating expenses:
Program and technical, exclusive of depreciation shown below		9,309			7,390
Promotional, exclusive of depreciation shown below		566			374
Selling, general and administrative, exclusive of depreciation shown below		11,264			10,377
Depreciation		2,551			2,450
Loss on disposal of property and equipment		7			3
Gain on assignment of asset purchase agreement		—			(1,599	)
Total operating expenses		23,697			18,995
Operating income		1,729			4,589
Interest expense, net of amounts capitalized		(8,649	)		(6,966	)
Interest rate swap income		777			245
Interest and other income		212			215
Loss before provision for income taxes		(5,931	)		(1,917	)
Provision for income taxes		(519	)		(614	)
Net loss	$	(6,450	)	$	(2,531	)
Adjusted EBITDA (1)	$	4,293		$	7,048

(1) Refer to our definition of Adjusted EBITDA in footnote (1). Also, see the tables at the end of this press release for a reconciliation of net loss to Adjusted EBITDA.

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Results of Operations (continued):

LBI MEDIA, INC.

UNAUDITED SELECTED SEGMENT DATA

(In thousands)

	Three Months Ended March 31,
	2011			2010			% Change
Net revenues:
Radio	$	11,261		$	11,826			-5	%
Television		14,165			11,758			21	%
Total	$	25,426		$	23,584			8	%
Total operating expenses before gain on assignment of asset purchase agreement, stock-based compensation expense, depreciation and loss on disposal of property and equipment:
Radio	$	8,930		$	8,166			9	%
Television		12,203			9,969			22	%
Total	$	21,133		$	18,135			17	%
Gain on assignment of asset purchase agreement:
Radio	$	—		$	(1,599	)		—
Television		—			—			—
Total	$	—		$	(1,599	)		—
Depreciation:
Radio	$	1,326		$	1,332			0	%
Television		1,225			1,118			10	%
Total	$	2,551		$	2,450			4	%
Loss on disposal of property and equipment:
Radio	$	7		$	—			—
Television		—			3			—
Total	$	7		$	3			—
Stock-based compensation expense:
Corporate	$	6		$	6			0	%
Total	$	6		$	6			0	%
Total Operating Expenses:
Radio	$	10,263		$	7,899			30	%
Television		13,428			11,090			21	%
Corporate		6			6			—
Total	$	23,697		$	18,995			25	%
Operating income:
Radio	$	998		$	3,927			-75	%
Television		737			668			10	%
Corporate		(6	)		(6	)		0	%
Total	$	1,729		$	4,589			62	%
Adjusted EBITDA (2)
Radio	$	2,331		$	5,259			-56	%
Television		1,962			1,789			10	%
Total	$	4,293		$	7,048			-39	%

(2) See footnote (1). Also, see the tables at the end of this release for a reconciliation of operating income for each segment to Adjusted EBITDA for such segment.

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Results of Operations (continued):

LBI MEDIA, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	March 31, 2011			December 31, 2010
Assets
Current assets:
Cash and cash equivalents	$	25,238		$	294
Accounts receivable, net		19,456			23,344
Current portion of television program costs, net		783			640
Amounts due from related parties		409			409
Current portion of employee advances		101			105
Prepaid expenses and other current assets		1,635			1,578
Total current assets		47,622			26,370
Property and equipment, net		94,779			94,163
Broadcast licenses, net		166,653			166,653
Deferred financing costs, net		12,329			4,660
Notes receivable from related parties		3,034			3,034
Employee advances, excluding current portion		1,818			1,790
Television program costs, excluding current portion		11,840			10,181
Notes receivable from parent		26,234			26,055
Other assets		3,781			3,734
Total assets	$	368,090		$	336,640
Liabilities and shareholder’s deficiency
Current liabilities:
Cash overdraft	$	680		$	1,050
Accounts payable		3,815			2,858
Accrued liabilities		8,652			8,049
Accrued interest		4,417			8,625
Amounts due to parent		1,283			1,283
Current portion of long-term debt		167			1,364
Total current liabilities		19,014			23,229
Long-term debt, excluding current portion		444,477			402,174
Fair value of interest rate swap		2,369			3,146
Deferred income taxes		20,592			20,160
Other liabilities		3,041			2,890
Total liabilities		489,493			451,599
Shareholder’s deficiency:
Common stock		—			—
Additional paid-in capital		101,793			101,787
Accumulated deficit		(223,196	)		(216,746	)
Total shareholder’s deficiency		(121,403	)		(114,959	)
Total liabilities and shareholder’s deficiency	$	368,090		$	336,640

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Results of Operations (continued):

The table set forth below reconciles net loss, calculated and presented in accordance with U.S. generally accepted accounting principles, to Adjusted EBITDA (in thousands):

	Three Months Ended March  31,
	2011			2010
Net loss	$	(6,450	)	$	(4,013	)
Add:
Provision for income taxes		519			614
Interest expense and other income, net		8,437			8,233
Interest rate swap income		(777	)		(245	)
Depreciation		2,551			2,450
Loss on disposal of property and equipment		7			3
Stock-based compensation expense		6			6
Adjusted EBITDA	$	4,293		$	7,048

The following is a reconciliation of operating income to Adjusted EBITDA for the company’s radio segment (in thousands):

	Three Months Ended March 31,
	2011		2010
Radio segment operating income	$	998	$	3,927
Depreciation		1,326		1,332
Loss on disposal of property and equipment		7		—
Radio segment Adjusted EBITDA	$	2,331	$	5,259

The following is a reconciliation of operating income to Adjusted EBITDA for the company’s television segment (in thousands):

	Three Months Ended March 31,
	2011		2010
Television segment operating income	$	737	$	668
Depreciation		1,225		1,118
Loss on disposal of property and equipment		—		3
Television segment Adjusted EBITDA	$	1,962	$	1,789

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