-----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, KXiDjzjIkjB73Ai3PmzWjtol1SoozIgtMu73cJH9DSGpCV0MO3Va1SZfDvc6ZdV+ xJuHzukh/8t2JaH8pHnVNQ== 0001047469-99-039047.txt : 19991018 0001047469-99-039047.hdr.sgml : 19991018 ACCESSION NUMBER: 0001047469-99-039047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991015 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HISPANIC BROADCASTING CORP CENTRAL INDEX KEY: 0000922503 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 990113417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24516 FILM NUMBER: 99729498 BUSINESS ADDRESS: STREET 1: 3102 OAK LAWN AVENUE STREET 2: STE 215 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145257700 MAIL ADDRESS: STREET 1: 3102 OAK LAWN AVENUE STREET 2: SUITE 215 CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: HEFTEL BROADCASTING CORP DATE OF NAME CHANGE: 19940502 8-K 1 8-K 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): October 15, 1999 HISPANIC BROADCASTING CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-24516 99-0113417 (State or other jurisdiction (Commission File Number) (IRS Employer incorporation) Identification No.) 3102 Oak Lawn Avenue, Suite 215 Dallas, Texas 75219 (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (214) 525-7700 - ------------------------------------------------------------------------------ (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS This filing of unaudited pro forma financial information is made to make the pro forma disclosures of Hispanic Broadcasting Corporation (formerly Heftel Broadcasting Corporation) current in accordance with the Federal securities laws. On May 22, 1998, the Company exchanged the assets of WPAT(AM) and $115.5 million in cash for the assets of WCAA(FM) (formerly WNWK(FM)) from Multicultural Radio Broadcasting, Inc. Both radio stations serve the New York City market. The Company used a portion of the proceeds from its January 22, 1998 secondary stock offering to fund this acquisition. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description ----------- ------------ 10.1 Asset Exchange Agreement, dated December 1, 1997, by and between MultiCultural Radio Broadcasting, Inc. and Heftel Broadcasting Corporation (incorporated by reference to Exhibit 10.27 to the Registrant's Form 10-K filed on March 31, 1998) 99.1 Balance sheets of MultiCultural Radio Broadcasting, Inc. as of December 31, 1997 and March 31, 1998 and the related statements of income, stockholder's equity and cash flows for the year ended December 31, 1997 and the three months ended March 31, 1998 and 1997, with Independent Auditors' Report dated February 26, 1998 (incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K filed on July 31, 1998) 99.2 Unaudited pro forma condensed consolidated balance sheet of Heftel Broadcasting Corporation and subsidiaries as of March 31, 1998, and unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 1997 and the three months ended March 31, 1998 (incorporated by reference to Exhibit 99.2 to the Registrant's Form 8-K filed on July 31, 1998) 99.3 Unaudited pro forma condensed consolidated statement of operations of Hispanic Broadcasting Corporation for the year ended December 31, 1998 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 thereunto duly authorized. Hispanic Broadcasting Corporation ---------------------------------- (Registrant) By: /s/ Jeffrey T. Hinson -------------------------- Name: Jeffrey T. Hinson Title: Chief Financial Officer Dated: October 15, 1999 1 INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 10.1 Asset Exchange Agreement, dated December 1, 1997, by and between MultiCultural Radio Broadcasting, Inc. and Heftel Broadcasting Corporation (incorporated by reference to Exhibit 10.27 to the Registrant's Form 10-K filed on March 31, 1998) 99.1 Balance sheets of MultiCultural Radio Broadcasting, Inc. as of December 31, 1997 and March 31, 1998 and the related statements of income, stockholder's equity and cash flows for the year ended December 31, 1997 and the three months ended March 31, 1998 and 1997, with Independent Auditors' Report dated February 26, 1998 (incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K filed on July 31, 1998) 99.2 Unaudited pro forma condensed consolidated balance sheet of Heftel Broadcasting Corporation and subsidiaries as of March 31, 1998, and unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 1997 and the three months ended March 31, 1998 (incorporated by reference to Exhibit 99.2 to the Registrant's Form 8-K filed on July 31, 1998) 99.3 Unaudited pro forma condensed consolidated statement of operations of Hispanic Broadcasting Corporation for the year ended December 31, 1998 2 EX-99.3 2 EXHIBIT 99.3 EXHIBIT 99.3 HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated statement of operations presents the Company's results of operations for the year ended December 31, 1998 as if the acquisition of WCAA(FM) (formerly WNWK(FM), the "Acquisition") had been completed on January 1, 1998. The pro forma condensed consolidated statement of operations gives effect to the Acquisition during the period presented using the purchase method of accounting and reflects the consolidated historical financial data of the Company and the Acquisition, as more fully described in the notes hereto. 3 HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1998
Company pro forma Company Pro forma condensed as reported (1) Acquisition (2) adjustments consolidated --------------------- --------------------- --------------------- ------------------- Net revenues $ 164,121,608 $ 1,616,421 $ (336,180) (3) $ 165,401,849 ------------- --------------- ---------------- ---------------- Operating expenses: Operating expenses 95,783,645 947,006 (241,467) (3) 96,489,184 Corporate expenses 5,451,010 - - 5,451,010 Depreciation and amortization 21,149,369 165,288 952,489 (4) 22,267,146 --------------- --------------- ---------------- ---------------- Total operating expenses 122,384,024 1,112,294 711,022 124,207,340 --------------- --------------- ---------------- ---------------- Operating income (loss) 41,737,584 504,127 (1,047,202) 41,194,509 --------------- --------------- ---------------- ---------------- Other expense (income): Interest expense (income), net (2,634,467) 205,882 2,739,781 (5) 311,196 Other expense (income), net (251,780) (2,820) - (254,600) ---------------- --------------- ---------------- ---------------- Total other expense (income) (2,886,247) 203,062 2,739,781 56,596 --------------- --------------- ---------------- ---------------- Income (loss) before income tax 44,623,831 301,065 (3,786,983) 41,137,913 Income tax (benefit) 17,739,980 48,000 (612,964) (6) 17,175,016 --------------- --------------- ---------------- ---------------- Income (loss) from continuing operations $ 26,883,851 $ 253,065 $ (3,174,019) $ 23,962,897 --------------- --------------- ---------------- ---------------- --------------- --------------- ---------------- ---------------- Income from continuing operations per common share: Basic $ 0.55 $ 0.49 Diluted $ 0.54 $ 0.48 Weighted average common shares outstanding: Basic 49,020,759 49,322,634 Diluted 49,347,646 49,649,522 Other operating data: Broadcast cash flow $ 68,337,963 $ 68,912,665
4 HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (1) Represents the historical operating results of the Company for the year ended December 31, 1998. (2) Represents the historical operating results of WCAA(FM) for the period January 1, 1998 through May 21, 1998. (3) Represents the historical operating results of WPAT(AM) for the period January 1, 1998 through May 21, 1998. (4) Represents incremental depreciation and amortization expense resulting from the Acquisition from the beginning of the accounting period through the date of purchase net of the WPAT(AM) depreciation and amortization for the same period as follows:
Depreciation $ 13,151 Amortization 1,327,049 Less historical (165,288) ------------- 1,174,912 Less WPAT(AM) historical (222,423) ------------- $ 952,489 ------------- -------------
The estimated weighted average useful lives of property and equipment, FCC licenses, and going concern value is assumed to be five, forty and forty years, respectively. (5) Represents the assumed reduction in interest income for the year ended December 31, 1998 associated with the Acquisition as if the radio station was acquired on January 1, 1998. The purchase of WCAA(FM) was funded from proceeds obtained from the secondary public offering that occurred on January 22, 1998. The assumed reduction in interest income associated with the acquisition of WCAA(FM) is computed using a weighted average interest rate of 6%. This rate is based on historical yields of short-term investments. (6) Reflects the income tax benefit related to the pro forma adjustments. The adjustment to income taxes reflects the application of the estimated effective tax rate to income before income tax for historical and pro forma adjustment amounts. 5 -----END PRIVACY-ENHANCED MESSAGE-----