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 17, 2010

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 17, 2010. The press release announced its consolidated financial results for the three months ended March 31, 2010. 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 less discontinued operations, net of income taxes, plus income tax expense or benefit, gain or loss on sale and/or disposal of property and equipment, net interest expense, interest rate swap expense or income, impairment of broadcast licenses, depreciation, stock-based compensation expense and other non-cash gains and losses. The term, as defined by LBI Media, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with U.S. generally accepted accounting principles (“GAAP”).

The management of LBI Media considers the measure an important indicator of its liquidity relating to its operations, as it eliminates the effects of LBI Media’s discontinued operations, certain non-cash items, and LBI Media’s capital structure. The management believes liquidity is an important measure for LBI Media 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 through its acquisition strategy. 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, and net income.

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

• it is widely used in the broadcasting industry to measure a company’s liquidity and cash flow without regard to items such as discontinued operations, depreciation, loss on disposal of property and equipment, and impairment of broadcast licenses. 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 the company has an acquisition strategy. LBI Media believes that by eliminating the effect of discontinued operations and certain non-cash items, Adjusted EBITDA provides a meaningful measure of liquidity;

• 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 non-cash expense items, such as impairment of broadcast licenses. By removing discontinued operations and the non-cash items, it allows investors to better determine whether LBI Media will be able to meet its debt obligations as they become due; and

• it provides a liquidity measure before the impact of a company’s capital structure by removing net interest expense items and interest rate swap income or expense.

LBI Media’s management uses Adjusted EBITDA:

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

• in presentations to LBI Media’s 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’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 17, 2010 (financial results for the three months ended March 31, 2010).

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 17, 2010.

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 2010 Results

Burbank, CA – May 17, 2010 – LBI Media, Inc. reported its financial results today for the three months ended March 31, 2010.

The following discussion and analysis of our financial condition and results of operations incorporates restated financial results for the three months ended March 31, 2009. Due to our restatement for accounting errors relating to the classification and valuation of certain deferred tax accounts relating to our indefinite-lived intangible assets, all comparisons to March 31, 2009 contained within this press release reflect restated financial results.

For the three months ended March 31, 2010, net revenues increased by $2.1 million, or 9.9%, to $23.6 million, from $21.5 million for the same period in 2009.

Commenting on the company’s earnings results, Lenard Liberman, Chief Executive Officer and President said, “We are pleased to announce that during the first quarter, we generated year-over-year revenue growth. We are encouraged by our improving financial results and the positive trends we are seeing in the advertising market.

“EstrellaTV, our national television network, continues to perform in line with our expectations while also securing further distribution gains. Since mid-April, we have reached agreements with two additional affiliates in Greensboro, North Carolina and Omaha, Nebraska, the nation’s 53^rd and 71^st largest Hispanic markets in the U.S., respectively. Upon completion of our purchase of television station assets in Denver and Chicago, EstrellaTV will be distributed in 32 markets covering over 75% of U.S. Hispanic television households. We have a number of other affiliation agreements pending and we expect that EstrellaTV will continue to grow its distribution across the U.S.

“As previously mentioned, in March, EstrellaTV successfully debuted as a Nielsen rated broadcast network. EstrellaTV currently ranks a solid fourth among the many nationally rated Spanish language television networks and continues to hold that position in prime time. In fact, on several evenings over the past several weeks, EstrellaTV has beaten Telefutura to take the third place rank among certain demographics. As we add to our affiliates in key Hispanic markets and improve our distribution platform, we expect our ratings to improve.

“Our focus for the balance of 2010 is sustaining the momentum generated during the first quarter and building upon our successes. We will continue to strengthen our lineup by introducing new and innovative programming, pursue additional opportunities for expanding the distribution of EstrellaTV and effectively utilize our radio and TV broadcasting assets to drive increased revenue and ratings performance.”

Results for the Three Months Ended March 31, 2010

Net revenues increased by $2.1 million, or 9.9%, to $23.6 million for the three months ended March 31, 2010, from $21.5 million for the same period in 2009. The change was primarily attributable to increased advertising revenue in our television segment, reflecting incremental revenue from our EstrellaTV television network, as well as growth in our California and Texas markets.

Net revenues for our radio segment remained relatively flat, at $11.8 million for the three months ended March 31, 2010 and 2009.

Net revenues for our television segment increased by $2.1 million, or 21.5%, to $11.8 million for the three months ended March 31, 2010, from $9.7 million for the same period in 2009. This increase was primarily attributable to incremental revenue from our EstrellaTV television network, as well as growth in our California and Texas markets.

Total operating expenses decreased by $51.0 million, or 72.9%, to $19.0 million for the three months ended March 31, 2010, as compared to $70.0 million for the same period in 2009. The decrease was primarily the result of a $51.5 million reduction in broadcast license impairment charges. Excluding the impact of the impairment charges, total operating expenses increased by $0.5 million, or 2.7%, to $19.0 million for the three months ended March 31, 2010. This increase was primarily attributable to a $2.5 million increase in program and technical expenses, and resulted from (1) an increase in amortization of capitalized costs related to the production of original programming content and (2) incremental ratings service fees and satellite costs related to our EstrellaTV network.

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The increase in program and technical expenses was partially offset by a $1.6 million gain on our assignment of the asset purchase agreement to acquire radio station KDES-FM and a $0.4 million decline in selling, general and administrative and promotional expenses.

Adjusted EBITDA^{( 1)} increased by $1.7 million, or 30.0%, to $7.1 million for the three months ended March 31, 2010, from $5.4 million for the same period in 2009. The increase was primarily the result of the $1.6 million cash gain realized on the assignment of the asset purchase agreement related to radio station KDES-FM, and increased advertising revenues in our television segment, partially offset by an increase in programming and technical expenses, as described above.

We recognized a net loss of $2.5 million for the three months ended March 31, 2010, as compared to a net loss of $37.7 million for the same period in 2009, a decrease in net loss of $35.2 million. This change was primarily attributable to the $51.5 million decrease in broadcast license impairment charges, partially offset by the $17.6 million change in income tax (provision) benefit and other changes noted above.

First Quarter 2010 Conference Call

We will host a conference call to discuss our financial results for the three months ended March 31, 2010 on Monday, May 17, 2010 at 4:00 PM Eastern Time. Interested parties may participate in the conference call by dialing (877) 874-1570 beginning fifteen minutes prior to the scheduled start time of the call, asking for the “LBI Media, Inc. First Quarter 2010 Results Conference Call”, and providing confirmation code 1933004 to the operator. The conference call will be recorded and made available for replay through Friday, May 21, 2010. Investors may listen to the replay of the call by dialing (888) 203-1112, then entering the passcode 1933004.

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

The financial results for LBI Media, Inc.’s first quarter ended March 31, 2010 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 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 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 21 radio stations (fifteen FM and six AM) and seven television stations in greater Los Angeles, California (including Riverside, San Bernardino and Orange counties), Houston, Texas, Dallas-Ft. Worth, Texas, San Diego, California, New York, New York, Salt Lake City, Utah and Phoenix, Arizona, and have entered into asset purchase agreements to purchase the selected assets of two additional television stations serving the Denver, Colorado and Chicago, Illinois markets. We own three television production facilities that we use to produce television programming. We are affiliated with twenty-three television stations in various states serving specific market areas including seven in Texas, four in Florida, five in California and one each in Arizona, Nebraska, Nevada, New Mexico, New York, North Carolina and Oregon.

(1) We define Adjusted EBITDA as net income or loss less discontinued operations, net of income taxes, plus income tax expense or benefit, gain or loss on sale and/or disposal of property and equipment, net interest expense, interest rate swap expense or income, impairment of broadcast licenses, depreciation, stock-based compensation expense and other non-cash gains and losses. Management considers this measure an important indicator of our liquidity relating to our operations because it eliminates the effects of certain non-cash items, our discontinued operations 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 cash (used in) provided by operating activities to Adjusted EBITDA.

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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.

Contact: Wisdom Lu, CFA

Chief Financial Officer

(818) 729-5316

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Results of Operations:

LBI MEDIA, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

	Three Months Ended March 31,
	2010			2009
				(As Restated)
Net revenues	$	23,584		$	21,457
Operating expenses:
Program and technical, exclusive of depreciation shown below		7,390			4,874
Promotional, exclusive of depreciation shown below		374			455
Selling, general and administrative, exclusive of depreciation shown below		10,377			10,713
Depreciation		2,450			2,456
Loss on disposal of property and equipment		3			—
Impairment of broadcast licenses		—			51,466
Gain on assignment of asset purchase agreement		(1,599	)		—
Total operating expenses		18,995			69,964
Operating income (loss)		4,589			(48,507	)
Interest expense, net of amounts capitalized		(6,966	)		(6,952	)
Interest rate swap income		245			336
Equity in losses of equity method investment		—			(38	)
Interest and other income		215			119
Loss from continuing operations before (provision for) benefit from income taxes		(1,917	)		(55,042	)
(Provision for) benefit from income taxes		(614	)		17,036
Loss from continuing operations		(2,531	)		(38,006	)
Discontinued operations, net of income taxes		—			297
Net loss	$	(2,531	)	$	(37,709	)
Adjusted EBITDA (2)	$	7,048		$	5,423

⁽²⁾ 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 cash used in operating activities 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,
	2010		2009		% Change
Net revenues:
Radio	11,826		11,782		0	%
Television	11,758		9,675		22	%
Total	23,584		21,457		10	%
Total operating expenses before stock-based compensation expense, depreciation, loss on disposal of property and equipment and impairment of broadcast licenses:
Radio	6,567		8,419		-22	%
Television	9,969		7,615		31	%
Total	16,536		16,034		3	%
Stock-based compensation expense:
Corporate	6		8		-25	%
Total	6		8		-25	%
Depreciation:
Radio	1,332		1,241		7	%
Television	1,118		1,215		-8	%
Total	2,450		2,456		0	%
Loss on disposal of property and equipment:
Radio	—		—		—	%
Television	3		—		100	%
Total	3		—		100	%
Impairment of broadcast licenses:
Radio	—		31,886		-100	%
Television	—		19,580		-100	%
Total	—		51,466		-100	%
Operating income (loss):
Radio	3,927		(29,764	)	113	%
Television	668		(18,735	)	104	%
Corporate	(6	)	(8	)	-25	%
Total	4,589		(48,507	)	109	%
Adjusted EBITDA (3)
Radio	5,259		3,363		56	%
Television	1,789		2,060		-13	%
Total	7,048		5,423		30	%

⁽³⁾ See footnote (1). Also, see the tables at the end of this press release for a reconciliation of operating income (loss) 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,			December 31,
	2010			2009
Assets
Current assets:
Cash and cash equivalents	$	497		$	178
Accounts receivable, net		16,701			18,745
Current portion of program rights, net		578			507
Amounts due from related parties		449			387
Current portion of employee advances		252			241
Prepaid expenses and other current assets		1,332			1,258
Assets held for sale		1,403			1,403
Total current assets		21,212			22,719
Property and equipment, net		90,389			91,989
Broadcast licenses, net		167,659			161,660
Deferred financing costs, net		5,593			5,915
Notes receivable from related parties		3,034			3,024
Employee advances, excluding current portion		1,530			1,529
Program rights, excluding current portion		8,278			6,734
Notes receivable from parent		18,041			17,839
Other assets		4,502			4,747
Total assets	$	320,238		$	316,156
Liabilities and shareholder’s deficiency
Current liabilities:
Cash overdraft	$	234		$	494
Accounts payable		2,845			2,874
Accrued liabilities		7,646			5,535
Accrued interest		3,744			8,610
Amounts due to parent		1,958			1,956
Current portion of long-term debt		1,358			1,355
Total current liabilities		17,785			20,824
Long-term debt, excluding current portion		384,919			375,486
Fair value of interest rate swap		4,989			5,234
Deferred income taxes		18,875			18,482
Other liabilities		1,644			1,579
Total liabilities		428,212			421,605
Shareholder’s deficiency:
Common stock		—			—
Additional paid-in capital		101,780			101,774
Accumulated deficit		(209,754	)		(207,223	)
Total shareholder’s deficiency		(107,974	)		(105,449	)
Total liabilities and shareholder’s deficiency	$	320,238		$	316,156

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Results of Operations (continued):

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

	Three Months Ended March 31,
	2010			2009
	(In thousands)
Net cash used in operating activities	$	(4,492	)	$	(4,136	)
Add:
Income tax expense (benefit)		614			(17,036	)
Interest expense and interest and other income, net		6,751			6,833
Less:
Effect of discontinued operations		—			(314	)
Gain on assignment of asset purchase agreement		1,599			—
Amortization of deferred financing costs		(322	)		(315	)
Amortization of discount on subordinated notes		(74	)		(67	)
Amortization of program rights		(1,958	)		(143	)
Provision for doubtful accounts		(533	)		(297	)
Changes in operating assets and liabilities:
Accounts receivable		(1,593	)		(2,024	)
Cash overdraft		260			(1,201	)
Program rights		3,573			2,321
Amounts due from related parties		2			5
Prepaid expenses and other current assets		74			(220	)
Employee advances		12			37
Accounts payable		133			868
Accrued liabilities		(2,102	)		(415	)
Accrued interest		4,866			4,738
Deferred income taxes		(393	)		17,098
Other assets and liabilities		631			(309	)
Adjusted EBITDA	$	7,048		$	5,423

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

	Three Months Ended March 31,
	2010			2009
	(In thousands)
Radio division operating income (loss)	$	3,927	$(29,764)
Depreciation		1,332	1,241
Impairment of broadcast licenses		—	31,886
Radio division Adjusted EBITDA	$	4,589	$3,363

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

	Three Months Ended March 31,
	2010		2009
	(In thousands)
Television division operating income (loss)	$	668	$	(18,735	)
Depreciation		1,118		1,215
Loss on disposal of property and equipment		3		—
Impairment of broadcast licenses		—		19,580
Television division Adjusted EBITDA	$	1,789	$	2,060

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