-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GTTeQOZCedg+PacTgP9DGTvjrh6tHKn1wI5yw5h7QBBJpSfs0neHgfrd88/fQ8l8 IO1Wshsi7E8x3Jg/WdYWgQ== 0001193125-07-182434.txt : 20070814 0001193125-07-182434.hdr.sgml : 20070814 20070814143927 ACCESSION NUMBER: 0001193125-07-182434 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070814 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070814 DATE AS OF CHANGE: 20070814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LBI MEDIA HOLDINGS INC CENTRAL INDEX KEY: 0001267023 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-110122 FILM NUMBER: 071054024 BUSINESS ADDRESS: STREET 1: 1845 WEST EMPIRE AVE. CITY: BURBANK STATE: CA ZIP: 91504 BUSINESS PHONE: 8185635722 MAIL ADDRESS: STREET 1: 1845 WEST EMPIRE AVE CITY: BURBANK STATE: CA ZIP: 91504 8-K 1 d8k.htm FORM 8-K Form 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): August 14, 2007

 


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 Operation and Financial Condition

LBI Media Holdings, Inc. issued a press release on August 14, 2007. The press release announced its consolidated financial results for the three and six months ended June 30, 2007. The press release is filed as Exhibit 99.1 and is hereby incorporated by reference in its entirety.

In the press release, LBI Media Holdings used the terms “Adjusted EBITDA” and “Adjusted EBITDA margin”, which are measures not determined in accordance with U.S. generally accepted accounting principles or GAAP. Management of LBI Media Holdings considers these measures as important indicators of its liquidity relating to its operations, as they eliminate the effect of noncash items. Management believes liquidity is an important measure for LBI Media Holdings because it reflects its ability to meet its interest payments under its substantial indebtedness and is a measure of the amount of cash available to grow LBI Media Holdings through its acquisition strategy. These measures 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, and net income.

LBI Media Holdings believes Adjusted EBITDA and Adjusted EBITDA margin are useful to an investor in evaluating its liquidity and cash flow because:

 

   

they are widely used in the broadcasting industry to measure a company’s liquidity and cash flow without regard to items such as impairment of broadcast licenses and depreciation and amortization. The broadcast industry uses liquidity to determine whether a company will be able to cover its capital expenditures and whether a company will be able to acquire additional assets and broadcast licenses if such company intends to implement its acquisition strategy. LBI Media Holdings believes that, by eliminating the effects of noncash items, Adjusted EBITDA and Adjusted EBITDA margin provide a meaningful measure of liquidity;

 

   

they give investors other measures to evaluate and compare the results of LBI Media Holdings’ operations from period to period by removing the impact of noncash expense items, such as impairment of broadcast licenses and depreciation and amortization. By removing the noncash items, they allow investors to better determine whether LBI Media Holdings will be able to meet its debt obligations as they become due; and

 

   

they provide a liquidity measure before the impact of a company’s capital structure by removing net interest expense items and interest rate swap expenses.

LBI Media Holdings’ management uses Adjusted EBITDA and Adjusted EBITDA Margin:

 

   

as a measure to assist LBI Media Holdings in planning its acquisition strategy;

 

   

in presentations to LBI Media Holdings’ board of directors to enable them to have the same consistent measurement basis of liquidity and cash flow used by management;


   

as a measure for determining LBI Media Holdings’ 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 Holdings, Inc. dated August 14, 2007 (financial results for the three and six months ended
June 30, 2007)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, LBI Media Holdings, Inc. have duly caused this report to be signed on their behalf by the undersigned, hereunto duly authorized, in the City of Burbank, State of California, on August 14, 2007.

 

LBI MEDIA HOLDINGS, INC.
By:  

/s/ Lenard D. Liberman

  Lenard D. Liberman
 

Executive Vice President, Chief Financial Officer

and Secretary


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1

   Press Release of LBI Media Holdings, Inc. dated August 14, 2007 (financial results for the three and six months ended June 30, 2007)
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

LOGO

LBI Media Holdings, Inc. Reports Second Quarter 2007 Results

Second Quarter 2007 Net Revenues Increase 10.9% and Adjusted EBITDA Grew 19.8%

Burbank, CA – August 14, 2007 – LBI Media Holdings, Inc. (the “Company”) announced its financial results today for the three and six months ended June 30, 2007.

Contact: Lenard Liberman

(818) 563-5722

Results for the Three Months Ended June 30, 2007

For the quarter ended June 30, 2007, net revenues increased by $3.2 million, or 11.0%, to $32.5 million, from $29.3 million for the same period in 2006. This increase was primarily attributable to increased advertising revenue from our Los Angeles and Dallas radio markets. In Dallas, we operate an existing FM radio station and five other radio stations that we recently acquired. Our television segment revenues also contributed an increase of $0.1 million in net revenues for the three months ended June 30, 2007. Operating expenses decreased by $0.8 million, or 5.0%, to $16.2 million for the three months ended June 30, 2007 from $17.0 million for the same period in 2006. This decrease in operating expenses was primarily attributable to a $2.7 million decrease in deferred compensation expense and a $1.6 million decrease in an impairment charge related to one of our broadcast licenses that we recorded in the second quarter of 2006, offset by increases in selling, general and administrative expenses, programming expenses and depreciation and amortization. Adjusted EBITDA1 increased by $3.1 million, or 19.8%, to $18.6 million for the three months ended June 30, 2007 as compared to $15.5 million for the same period in 2006. Our Adjusted EBITDA margin2 increased to 57.1% in the second quarter of 2007 from 52.9% in the same period in 2006.

We recognized net income of $6.9 million for the three months ended June 30, 2007, as compared to net income of $4.5 million for the same period of 2006, an increase of $2.4 million, or 55.5%. This increase was primarily attributable to a credit to deferred compensation expense related to a payment made in August 2007.

Radio division net revenues increased by $3.1 million, or 22.1%, to $17.1 million for the quarter ended June 30, 2007 from $14.0 million for the same quarter last year. This increase was attributable to revenue growth at our Los Angeles radio stations and revenue generated by our new and existing Dallas radio stations. Operating expenses for our radio division decreased by $0.7 million, or 11.1%, to $5.4 million for the three months ended June 30, 2007, from $6.1 million for the same period in 2006. Decreases in operating expenses were attributable primarily to a credit to deferred compensation expense related to a payment made in August 2007, offset by increased expenses associated with our newly acquired Dallas radio stations. Adjusted EBITDA increased by $4.2 million, or 50.1%, to $12.7 million for the three months ended June 30, 2007 as compared to Adjusted EBITDA of $8.5 million for the same period in 2006. Our radio division’s


(1) We define Adjusted EBITDA as net income (loss) plus income tax expense (benefit), gain (loss) on sale of property and equipment, gain (loss) on sale of investments, net interest expense, interest rate swap expense, impairment of broadcast licenses, and depreciation and amortization. Management considers this measure an important indicator of our liquidity relating to our operations because it eliminates the effects of certain noncash 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 U.S. generally accepted accounting principles, such as cash flows from operating activities, operating income and net income. In addition, our definition of Adjusted EBITDA may differ from those of many companies reporting similarly named measures.

 

     In determining our Adjusted EBITDA in past years, we treated deferred compensation expense (benefit) as a noncash item, because we had the option and the intention to pay such amounts in the common stock of our indirect parent after our indirect parent’s initial public offering. Our first payment became due in 2006 and we have made additional payments in 2007. We have determined that we can no longer meet the conditions necessary to pay the deferred compensation in stock. Accordingly, we have settled our deferred compensation amounts in cash. We have presented prior periods’ Adjusted EBITDA to conform to this current treatment. As a result, Adjusted EBITDA for prior periods may appear as a different amount from what we have reported in prior periods.

 

(2)

We define Adjusted EBITDA margin as Adjusted EBITDA divided by net revenues.


Adjusted EBITDA margin increased to 74.6% in the second quarter of 2007 from 60.7% in the same period in 2006.

Television division net revenues increased by $0.1 million, or 0.9%, to $15.4 million for the three months ended June 30, 2007, from $15.3 million for the same period in 2006. This increase was primarily attributable to increased advertising revenue at our Texas television stations. Operating expenses for our television division decreased by $0.1 million, or 1.6%, to $10.8 million for the three months ended June 30, 2007, from $10.9 million for the same period in 2006. This decrease in operating expenses was primarily attributable to a $1.6 million decrease in an impairment charge related to one of our broadcast licenses, offset by increases in selling, general and administrative expenses and programming expenses. Adjusted EBITDA decreased by $1.2 million, or 16.9%, to $5.8 million for the quarter ended June 30, 2007, from $7.0 million for the same quarter last year. Our television division’s Adjusted EBITDA margin decreased to 37.6% in the second quarter of 2007 from 45.7% for the same period in 2006.

Results for the Six Months Ended June 30, 2007

Net revenues increased $6.2 million or 11.9% to $57.7 million from $51.5 million for the six months ended June 30, 2007 compared to the same period in 2006. This increase was primarily attributable to increased advertising revenue from our Los Angeles and Dallas radio markets and augmented by increases in our television segment. Operating expenses increased by $1.1 million, or 3.5%, to $33.0 million for the six months ended June 30, 2007, from $31.9 million for the same period in 2006. This increase was primarily attributable to increases in selling, general and administrative as well as increases in programming expenses related to additional production of in-house television programs and depreciation and amortization, partially offset by decreases in deferred compensation expense and a decrease in impairment charges related to one of our broadcast licenses that we recorded in the second quarter of 2006. Adjusted EBITDA increased by $4.7 million, or 19.1%, to $29.2 million for the six months ended June 30, 2007 as compared to $24.5 million for the same period in 2006. Our Adjusted EBITDA margin increased to 50.6% for the six months ended June 30, 2007 from 47.5% in the same period in 2006.

We recognized a net loss of $41.1 million for the six months ended June 30, 2007, as compared to net income of $4.2 million for the same period of 2006, a decrease of $45.3 million. This change was primarily attributable to the one-time non-cash charge of $46.9 million to adjust our deferred tax accounts in the first quarter of 2007 as a result of the sale of Class A common stock of our parent, Liberman Broadcasting, Inc., in March 2007.

Radio division net revenues increased by $5.3 million, or 22.4%, to $29.1 million for the six months ended June 30, 2007, from $23.8 million for the six months ended June 30, 2006. This increase was primarily attributable to revenue increases at our new and existing Dallas radio stations and augmented by an increase in revenues at our Los Angeles radio stations. Operating expenses for our radio division decreased by $0.1 million, or 0.7%, to $12.0 million for the six months ended June 30, 2007, from $12.1 million for the same period in 2006. Decreases in operating expenses were attributable primarily to credits to deferred compensation expense related to payments made in March and August 2007, offset by increased expenses associated with the Dallas stations we acquired in November 2006. Adjusted EBITDA for our radio division increased by $6.5 million, or 50.0%, to $19.4 million for the six months ended June 30, 2007 as compared to $12.9 million for the same period in 2006. Our radio division’s Adjusted EBITDA margin increased to 66.5% for the six months ended June 30, 2007 from 54.3% in the same period in 2006.

Television division net revenues increased by $0.8 million, or 2.8%, to $28.5 million for the six months ended June 30, 2007, from $27.7 million for the same period in 2006. This increase was primarily attributable to increased advertising revenue in our Texas markets. Operating expenses for our television division increased by $1.2 million, or 6.1%, to $21.0 million for the six months ended June 30, 2007, from $19.8 million for the same period in 2006. This increase was primarily attributable to increases in selling, general and administrative as well as increases in programming expenses related to additional production of in-house television programs. Adjusted EBITDA for our television division decreased by $1.8 million, or 15.4% to $9.8 million for the six months ended June 30, 2007, from $11.6 million for the same period in 2006. Our television division’s Adjusted EBITDA margin decreased to 34.3% for the six months ended June 30, 2007 from 41.7% in the same period in 2006.

Commenting on our results, Lenard Liberman, our Executive Vice President, said, “2007 has proven to be a very exciting year for us. We have successfully launched our five new radio station formats in Dallas and in a very short period of time, we have achieved impressive ratings and revenue growth. In our television group, we

 

2


have successfully launched new programs that have improved our ratings and rank position in our markets. In the most recent July sweeps period, KRCA in Los Angeles ranks number two in prime time in the male 18-34 and 18-49 demographics. At our Los Angeles radio stations, we have achieved record ratings for our company with KBUE ranking number two in the 18-34 and 18-49 demographics. This outstanding performance by our stations should result in continued increased revenues as the year progresses. We were also very fortunate to have completed our debt financings in the third quarter of this year which provides our company with significant acquisition capacity and a flexible financial structure. Soon, we will be entering into two new markets with our announced acquisitions of KPNZ-TV in Salt Lake City, Utah and KWIE-FM in Riverside/San Bernardino, California, which will further expand our interests into two high growth Mexican-based Hispanic markets. We expect to close these acquisitions in the late third or fourth quarter.”

Information for Holders of LBI Media’s 8 1/2% Senior Subordinated Notes due 2017

Results for LBI Media, Inc.’s three and six months ended June 30, 2007 will be posted on our website at www.lbimedia.com/investors. Holders and beneficial owners of LBI Media, Inc.’s 8 1/2% Senior Subordinated Notes due 2017 may access this information by contacting Jose Liberman at (818) 563-5722 to receive a temporary username and password.

Second Quarter 2007 Conference Call

We will host a conference call to discuss our financial results for the second quarter of 2007 on Tuesday, August 14, 2007 at 5:00 PM Eastern Time. Interested parties may participate in the conference call by dialing (800) 310-1961 five minutes prior to the scheduled start time of the call and asking for the “LBI Media Holdings, Inc. Second Quarter 2007 Results Conference Call.” The conference call will be recorded and made available for replay through Friday, August 17. Investors may listen to the replay of the call by dialing (888) 203-1112 then entering the passcode 2085642.

About LBI Media Holdings, Inc.

We are one of the largest owners and operators of Spanish-language radio and television stations in the United States, based on revenues and number of stations. We own twenty-one radio stations and four television stations serving the Los Angeles, CA, Houston, TX, Dallas-Ft. Worth, TX and San Diego, CA markets. We also owns three television production facilities.

Forward Looking Statements

This news announcement 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, changes in the broadcasting industry generally, and changes in interest rates. Accordingly, our actual performance and results may differ from those anticipated in the forward-looking statements. Please see our recent public filings for information about these and other risks that may affect us. We undertake no obligation to update or revise the information contained herein because of new information, future events or otherwise.

 

3


Results of Operations:

LBI MEDIA HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2007     2006     2007     2006  

Net revenues

   $ 32,515     $ 29,291     $ 57,660     $ 51,533  

Operating expenses:

        

Program and technical, exclusive of deferred compensation expense (benefit) of $0 and $(94) for the three months ended June 30, 2007 and 2006, respectively, and $0 and $(15) for the six months ended June 30, 2007 and 2006, respectively, and depreciation and amortization shown below

     5,855       4,937       11,469       9,438  

Promotional, exclusive of depreciation and amortization shown below

     719       501       1,108       838  

Selling, general and administrative, exclusive of deferred compensation expense (benefit) of $(2,820) and $(67) for the three months ended June 30, 2007 and 2006, respectively and $(3,952) and $129 for the six months ended June 30, 2007 and 2006, respectively, and depreciation and amortization shown below

     10,207       8,527       19,869       16,654  

Deferred compensation expense (benefit)

     (2,820 )     (161 )     (3,952 )     114  

Depreciation and amortization

     2,227       1,632       4,527       3,263  

Impairment of broadcast licenses

     —         1,600       —         1,600  
                                

Total operating expenses

     16,188       17,036       33,021       31,907  
                                

Operating income

     16,327       12,255       24,639       19,626  

Interest expense, net of amount capitalized

     (8,494 )     (7,703 )     (17,650 )     (15,304 )

Interest rate swap expense

     1,407       —         1,127       —    

Interest and other income

     66       28       105       58  
                                

Income before income taxes

     9,306       4,580       8,221       4,380  

(Provision) benefit for income taxes

     (2,377 )     (125 )     (49,318 )     (175 )
                                

Net income

   $ 6,929     $ 4,455     $ (41,097 )   $ 4,205  
                                

Adjusted EBITDA (3)

   $ 18,554     $ 15,487     $ 29,166     $ 24,489  
                                

Adjusted EBITDA Margin (4)

     57.1 %     52.9 %     50.6 %     47.5 %
                                

(3) Refer to footnote (1) on Page 1

 

(4) Refer to footnote (2) on Page 1

 

4


The table set forth below reconciles net cash provided by operating activities, calculated and presented in accordance with U.S. generally accepted accounting principles, to Adjusted EBITDA:

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2007     2006     2007     2006  
     (In thousands)  

Net cash provided by operating activities

   $ 6,247     $ 8,093     $ 5,632     $ 8,794  

Add:

        

Income tax expense

     2,377       125       49,318       175  

Interest expense and other income, net

     8,428       7,675       17,545       15,246  

Less:

        

Amortization of deferred financing costs

     (301 )     (247 )     (601 )     (496 )

Accretion on senior discount notes

     (1,589 )     (1,427 )     (3,108 )     (2,792 )

Provision for doubtful accounts

     (300 )     (276 )     (521 )     (483 )

Deferred compensation benefit (expense)

     2,820       161       3,952       (114 )

Changes in operating assets and liabilities:

        

Accounts receivable

     5,080       4,677       2,626       3,253  

Deferred compensation payment

     —         —         1,374       —    

Program rights

     (144 )     (208 )     (322 )     (424 )

Amounts due from related parties

     (6 )     52       (15 )     138  

Prepaid expenses and other current assets

     (156 )     (193 )     (194 )     (55 )

Employee advances

     (13 )     394       (8 )     327  

Accounts payable and accrued expenses

     565       687       1,321       1,163  

Accrued interest

     (2,088 )     (3,996 )     1,383       (182 )

Deferred taxes payable

     (3,024 )     —         (49,082 )     —    

Other assets and liabilities

     658       (30 )     (134 )     (61 )
                                

Adjusted EBITDA

   $ 18,554     $ 15,487     $ 29,166     $ 24,489  
                                

The following is a reconciliation of operating income to Adjusted EBITDA for our radio division:

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2007    2006    2007    2006
     (In thousands)

Radio division operating income

   $ 11,662    $ 7,893    $ 17,151    $ 11,727

Depreciation and amortization

     1,079      598      2,231      1,196
                           

Radio division Adjusted EBITDA

   $ 12,741    $ 8,491    $ 19,382    $ 12,923
                           

The following is a reconciliation of operating income to Adjusted EBITDA for our television division:

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2007    2006    2007    2006
     (In thousands)

Television division operating income

   $ 4,665    $ 4,362    $ 7,488    $ 7,899

Depreciation and amortization

     1,148      1,034      2,296      2,067

Impairment of broadcast licenses

     —        1,600      —        1,600
                           

Television division Adjusted EBITDA

   $ 5,813    $ 6,996    $ 9,784    $ 11,566
                           

 

5

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