-----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, RyxafokPbxU2FAHG/o1YDC0OoK8gyAiX2faUU6u7ZQqXHjLz8W3qIZYOYdCdYijM gAfIXOigN05Nix+wPH7huA== 0001104659-03-010576.txt : 20030519 0001104659-03-010576.hdr.sgml : 20030519 20030516191907 ACCESSION NUMBER: 0001104659-03-010576 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030519 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030519 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: 1934 Act SEC FILE NUMBER: 001-15859 FILM NUMBER: 03709478 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 j1209_8k.htm 8-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

 

May 19, 2003

Date of Report (Date of earliest event reported)

 

 

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 7.  Financial Statements and Exhibits.

(c)           Exhibits.

99.1

 

News Release Hispanic Broadcasting Announces First Quarter Operating Results dated May 15, 2003.

 

ITEM 9.  Regulation FD Disclosure.

 

The information, furnished under this “Item 9. Regulation FD Disclosure,” is intended to be furnished under “Item 12. Disclosure of Results of Operations and Financial Condition” in accordance with SEC Release No. 33-8216.  A copy of the News Release Hispanic Broadcasting Announces First Quarter Operating Results is attached as Exhibit 99.1.

 

Signature

 

                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)

 

 

/s/ Jeffrey T. Hinson

Jeffrey T. Hinson

Senior Vice President/

Chief Financial Officer

Principal Financial Officer

 

 

Dated:  May 19, 2003

 

 

2


EX-99.1 3 j1209_ex99d1.htm EX-99.1

Exhibit 99.1

 

 

3102 Oak Lawn Ave., Suite 215

 

Dallas, TX 75219

 

Phone  (214) 525-7700

 

Fax      (214) 525-7750

 

        News Release

 

 

 

Contact:

 

Jeffrey T. Hinson

 

FOR IMMEDIATE RELEASE

Phone:

 

(214) 525-7700

 

May 15, 2003

 

 

 

HISPANIC BROADCASTING ANNOUNCES

FIRST QUARTER OPERATING RESULTS

 

DALLAS, TEXAS — Hispanic Broadcasting Corporation (the “Company”) (NYSE: HSP) today announced operating performance for the first quarter ended March 31, 2003.  For the three months ended March 31, 2003, net revenues increased 8.7% to $56.5 million and EBITDA1 decreased 36.3% to $9.0 million compared to the same period of 2002.  First quarter operating results included $0.8 million of expenses relating to the previously announced merger between the Company and Univision Communications Inc. (“Univision”).  Net income totaled $3.1 million or $0.03 per share for the three months ended March 31, 2003, compared to net income of $6.9 million or $0.06 per share in the same period of 2002.  Excluding the merger expenses for the first quarter ended March 31, 2003, EBITDA would have decreased 30.6% to $9.8 million and net income would have totaled $4.0 million or $0.04 per share.

 

Net revenues increased for the three months ended March 31, 2003 compared to the same period in 2002 primarily because of (a) revenues from start-up stations acquired or reformatted in 2001 and 2002, which represent an increase of $2.0 million, and (b) revenue growth in New York, Miami, San Diego, Dallas, Chicago and Houston from stations that were not considered start-ups, which represent an increase of $2.1 million.  The revenue growth was partially offset by a revenue decline on the San Francisco station that was not considered a start-up, which represents a decrease of $0.6 million.

 

For the three months ended March 31, 2003, operating expenses increased 19.6% to $42.4 million. Operating expenses increased because of (a) $2.9 million of expense for start-up stations acquired or reformatted in 2001 or 2002, (b) $0.2 million of expense for a time brokerage agreement in Chicago related to WVIV(FM), (c) $0.6 million mostly from the collection of an account receivable in 2002, which was previously written off, (d) a $1.1 million increase in wages, salaries and benefits for programming and talent costs in Los Angeles and New York, (e) wages, salaries and benefits related to radio stations in San

 

1



 

Antonio and Dallas, which represent an increase of $0.8 million, and (f) group insurance in various markets, which represent an increase of $0.5 million.

 

Corporate expenses increased 80.6% to $4.3 million (excluding merger expenses of $0.8 million) for the three months ended March 31, 2003.   Corporate expenses increased because of (a) $1.2 million in legal and professional fees unrelated to the pending merger, and (b) $0.2 million in wages, salaries and benefits associated with the corporate office.

 

The Company incurred merger expenses of $0.8 million for the three months ended March 31, 2003, related to the pending merger with Univision.

 

Interest income (expense), net decreased $0.2 million when compared to the three months ended March 31, 2003 to the same period in 2002.  The decrease for the three months ended March 31, 2003 compared to the same period in 2002 was due to cash and cash equivalents and interest rates being higher in 2002 than in 2003.

 

Federal and state income taxes are being provided at an effective rate of 45.0% and 39.2% for the three months ended March 31, 2003 and 2002, respectively.  The increase in the effective rate is due to merger expenses incurred and projected in 2003 which are not deductible for tax purposes.

The following pro forma financial data excludes the merger expenses and their related income tax effect (in thousands except per share data):

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

 

 

 

 

%

 

 

 

2003

 

2002

 

Change

 

 

 

 

 

 

 

 

 

EBITDA

 

$

9,825

 

$

14,166

 

(30.6

)

Net income

 

$

3,990

 

$

6,926

 

(42.4

)

Net income per common share:

 

 

 

 

 

 

 

Basic and diluted

 

$

0.04

 

$

0.06

 

(33.3

)

 

Acquisitions:

Since January 1, 2003, the Company announced station acquisitions in Puerto Rico, Chicago, Sacramento, and Austin totaling approximately $138 million.  These acquisitions are expected to close during the second and third quarters of this year.  The Company intends to use its cash on hand and bank borrowings to finance the acquisitions.

 

2



 

Second Quarter 2003 Business Outlook:

The Company anticipates that second quarter net revenue will grow 7% to 10%, when compared to the same period in 2002, to approximate $73.4 to $75.4 million.  Second quarter operating results will reflect operating losses associated with new start-up stations that were not operated in the second quarter of last year.  Excluding approximately $13 million in merger costs, EBITDA is anticipated to range from $23 to $24 million.

 

On June 12, 2002, the Company announced its agreement to merge with Univision.  Univision will acquire the Company in an all-stock transaction.  In the merger, each share of the Company’s common stock will be exchanged for a fixed 0.85 shares of Univision Class A common stock.  The boards of directors of both companies approved the merger, the stockholders of each company have voted in favor of the merger, and the United States Department of Justice, Univision and the Company reached an agreement regarding the merger.  Approval of the merger by the Federal Communications Commission (“FCC”) is pending and the merger is subject to customary closing conditions.  The Company anticipates receiving FCC approval in the second quarter of this year and closing the merger shortly thereafter.

 

Hispanic Broadcasting Corporation, the largest Spanish-language radio broadcaster in the United States, currently owns and/or operates 64 radio stations in sixteen of the top twenty-five U.S. Hispanic markets.  The Company also owns and operates a network of Hispanic community-focused bilingual web sites found at www.netmio.com.

 

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 the Company’s radio stations and Internet business.  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 radio station upgrades, changes in the broadcasting industry generally, and changes in interest rates.  Other key risks are described in the Company’s reports filed with the U.S. Securities and Exchange Commission.  Accordingly, the Company’s actual performance and results may differ from those anticipated in the forward-looking statements.  The Company undertakes no obligation to update or revise the information contained herein because of new information, future events or otherwise.

 

3



 

Hispanic Broadcasting Corporation and Subsidiaries

Consolidated Statements of Income

 

 (in thousands except per share data)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

 

 

 

 

%

 

 

 

2003

 

2002

 

Change

 

 

 

 

 

 

 

 

 

Net revenues

 

$

56,482

 

$

51,951

 

8.7

 

Operating expenses

 

42,350

 

35,400

 

19.6

 

Corporate expenses2

 

4,307

 

2,385

 

80.6

 

Merger expenses

 

798

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

9,027

 

14,166

 

(36.3

)

Depreciation and amortization

 

3,223

 

2,842

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

5,804

 

11,324

 

(48.7

)

Interest income (expense), net

 

(83

)

67

 

 

 

Other, net

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income tax

 

5,721

 

11,391

 

 

 

Income tax3

 

2,575

 

4,465

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

3,146

 

$

6,926

 

(54.6

)

 

 

 

 

 

 

 

 

Net income per common share –

 

 

 

 

 

 

 

basic and diluted

 

$

0.03

 

$

0.06

 

(50.0

)

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

Basic

 

108,859

 

108,589

 

 

 

Diluted

 

109,309

 

109,718

 

 

 

 

Selected Balance Sheet Data

 

(in thousands)

 

 

 

March 31,

 

December 31,

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

33,900

 

$

40,217

 

Current assets

 

$

81,311

 

$

93,283

 

Total assets

 

$

1,316,621

 

$

1,325,788

 

 

 

 

 

 

 

Current liabilities

 

$

20,399

 

$

22,476

 

Long-term obligations

 

$

1,413

 

$

16,429

 

Total stockholders’ equity

 

$

1,146,151

 

$

1,142,219

 

 

4



 

Capital expenditures totaled approximately $1.9 million for the three months ended March 31, 2003.

End Notes

 

[1].     EBITDA consists of operating income or loss excluding depreciation and amortization.  The Company has included EBITDA data in this report because EBITDA is commonly used as a measure of performance for broadcast companies and is used to measure a company’s ability to service its debt and other obligations.  EBITDA is not calculated in accordance with generally accepted accounting principles.  This measure should not be considered in isolation or as a substitute for or as superior to operating income, cash flows from operating activities or any other measure for determining operating performance or liquidity that is calculated in accordance with generally accepted accounting principles.  EBITDA does not take into account the Company’s debt service requirements and other commitments and, accordingly, it is not necessarily indicative of an amount that may be available for dividends, reinvestment in the Company’s business or other discretionary uses.  In addition, our definition of EBITDA is not necessarily comparable to similarly titled measures reported by other companies.  Below is a reconciliation of the Company’s operating income to EBITDA (in thousands):

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Operating income

 

$

5,804

 

$

11,324

 

Depreciation and amortization

 

3,223

 

2,842

 

EBITDA

 

9,027

 

14,166

 

Non-recurring merger expenses

 

798

 

 

EBITDA, excluding merger expenses

 

$

9,825

 

$

14,166

 

 

2.     Below is a reconciliation of the Company’s corporate expenses per press release to corporate expenses per SEC filings (in thousands):

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Corporate expense (per SEC filings)

 

$

3,425

 

$

968

 

Merger expenses

 

(798

)

 

Corporate wages, salaries and benefits

 

1,680

 

1,417

 

Corporate expense (per press release)

 

$

4,307

 

$

2,385

 

 

Included in corporate expense above are wages and salaries associated with the Company’s corporate office, which are classified as wages, salaries and benefits in our quarterly and annual filings with the Securities and Exchange Commission.

 

3.     The deferred portion of income tax was $4.0 and $3.0 million for the three months ended March 31, 2003 and 2002, respectively.

 

###

 

 

5


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