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): November 18, 2011
LBI MEDIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
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| 333-110122 | | 05-0584918 |
(Commission File Number) | | (IRS Employer Identification No.) |
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| 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 and held a conference call on November 18, 2011. The press release announced its consolidated financial results for the three and nine months ended September 30, 2011. During the conference call, LBI Media discussed these financial results. LBI Media was also available to answer questions during the conference call. The press release and the transcript of the conference call are filed as Exhibits 99.1 and 99.2, respectively, and are hereby incorporated by reference in their entirety. The information in this Form 8-K and the exhibits attached hereto are being furnished (not filed) under Item 2.02 of Form 8-K. The transcript has been selectively edited to facilitate the understanding of the information communicated during the conference call.
In the press release and during the conference call, 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 sale and disposal of property and equipment, net interest expense and other income, interest rate swap expense or income, depreciation and amortization, impairment of broadcast licenses and long-lived assets, gain on note purchases, 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. |
The table set forth below reconciles LBI Media’s net loss, calculated and presented in accordance with GAAP, to Adjusted EBITDA (unaudited):
| | | | | | | | | | | | | | | | |
| | | Three Months Ended
September 30, | | | Nine Months Ended
September 30, | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| | | (In thousands) | |
Net loss | | $ | (5,336 | ) | | $ | (5,211 | ) | | $ | (15,581 | ) | | $ | (9,034 | ) |
Add: | | | | | | | | | | | | | | | | |
Provision for income taxes | | | 480 | | | | 426 | | | | 1,475 | | | | 1,576 | |
Interest expense and other income, net | | | 10,691 | | | | 6,886 | | | | 30,257 | | | | 20,509 | |
Interest rate swap income | | | (799 | ) | | | (481 | ) | | | (2,335 | ) | | | (1,338 | ) |
Depreciation and amortization | | | 2,632 | | | | 2,548 | | | | 7,806 | | | | 7,506 | |
Impairment of broadcast licenses and long-lived assets | | | 880 | | | | 5,450 | | | | 880 | | | | 7,222 | |
Loss (gain) on sale and disposal of property and equipment | | | 923 | | | | 88 | | | | 1,518 | | | | 63 | |
Stock-based compensation expense | | | 6 | | | | 6 | | | | 19 | | | | 19 | |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA | | $ | 9,477 | | | $ | 9,712 | | | $ | 24,039 | | | $ | 26,523 | |
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| | 99.1 | Press Release of LBI Media, Inc. dated November 18, 2011 (financial results for the three and nine months ended September 30, 2011). |
| | 99.2 | Transcript of conference call on November 18, 2011 discussing financial results for the three and nine months ended September 30, 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 November 23, 2011.
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| LBI MEDIA HOLDINGS, INC. |
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By: | | /s/ Wisdom Lu |
| | Wisdom Lu |
| | Chief Financial Officer |
EXHIBIT INDEX
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Exhibit No. | | Description |
| 99.1 | | Press Release of LBI Media, Inc. dated November 18, 2011 (financial results for the three and nine months ended September 30, 2011). |
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| 99.2 | | Transcript of conference call on November 18, 2011 discussing financial results for the three and nine months ended September 30, 2011. |
