Spanish Broadcasting System (SBSAA) 10-Q 2006 Q2 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2006
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from           to

Commission filenumber 33-82114

Spanish Broadcasting System, Inc.

(Exact name of registrant as specified in its charter)

Delaware	13-3827791
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.	)

2601 South Bayshore Drive, PH II

Coconut Grove, Florida 33133

(Address of principal executive offices) (Zip Code)

(305) 441-6901

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act.

Large accelerated filer: o     Accelerated filer: þ     Non-accelerated filer: o

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).  Yes o     No þ

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 7, 2006, 40,277,805 shares of Class A common stock, par value $0.0001 per share, 24,503,500 shares of Class B common stock, par value $0.0001 per share and 380,000 shares of Series C convertible preferred stock, $0.01 par value per share, which are convertible into 7,600,000 shares of Class A common stock, were outstanding.

SPANISH BROADCASTING SYSTEM, INC.

INDEX

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements — Unaudited		4
	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2006 and December 31, 2005		4
	Unaudited Condensed Consolidated Statements of Operations for the Three- andSix-Months Ended June 30, 2006 and 2005		5
	Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity and Comprehensive Income for the Six-Months Ended June 30, 2006		6
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six-Months Ended June 30, 2006 and 2005		7
	Notes to Unaudited Condensed Consolidated Financial Statements		8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		24
ITEM 4.	Controls and Procedures		25
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings		25
ITEM 1A.	Risk Factors		25
ITEM 4.	Submission of Matters to a Vote of Security Holders		25
ITEM 5.	Other Information		26
ITEM 6.	Exhibits		26
2006 Omnibus Equity Compensation Plan
EX-31.(I).1 Section 302 Certification of CEO
EX-31.(I).2 Section 302 Certification of CFO
Ex-32.1 Section 906 Certification of CEO
Ex-32.2 Section 906 Certification of CFO

2

Special Note Regarding Forward-Looking Statements

This Quarterly Report onForm 10-Q contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are not based on historical facts, but rather reflect our current expectations concerning future results and events. These forward-looking statements generally can be identified by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,” “foresee,” “likely,” “will” or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals are, or may be, forward- looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be different from any future results, performance and anticipated achievements expressed or implied by these statements. We do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our Company’s historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in this report, in Part II, “Item 1A. Risk Factors” and elsewhere in our Annual Report onForm 10-K for the year ended December 31, 2005, and those described from time to time in our future reports filed with the Securities and Exchange Commission.

3

PART I — FINANCIAL INFORMATION

Item 1.   Financial Statements — Unaudited

SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

	June 30,			December 31,
	2006			2005
	(In thousands, except per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	59,808		$	125,156
Receivables, net of allowance for doubtful accounts of $3,994 in 2006 and $3,832 in 2005		36,015			34,269
Prepaid expenses and other current assets		4,332			3,635
Assets held for sale		—			65,109
Total current assets		100,155			228,169
Property and equipment, net of accumulated depreciation of $31,793 in 2006 and $30,335 in 2005		25,890			22,973
FCC licenses		749,861			710,410
Goodwill		32,806			32,806
Other intangible assets, net of accumulated amortization of $88 in 2006 and $70 in 2005		1,346			2,580
Deferred financing costs, net of accumulated amortization of $1,189 in 2006 and $749 in 2005		6,473			8,744
Other assets		726			596
Derivative instrument		14,646			6,939
Total assets	$	931,903		$	1,013,217
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	16,226		$	21,487
Accrued interest		53			1,426
Deposits on sale of stations		—			55,000
Unearned revenue		2,716			263
Deferred commitment fee		413			450
Current portion of the senior credit facility term loan due 2012		3,250			3,250
Current portion of the senior credit facility term loan due 2013		—			100,000
Current portion of other long-term debt		77			75
Series B cumulative exchangeable redeemable preferred stock dividends payable		2,014			2,014
Total current liabilities		24,749			183,965
Senior credit facility term loan due 2012, less current portion		317,688			319,313
Non-interest bearing note payable due 2009, net of unamortized discount of $3,326 in 2006		15,174			—
Other long-term debt, less current portion		453			492
Deferred income taxes		145,943			144,163
Unearned revenue, less current portion		2,968			—
Other long-term liabilities		244			525
Total liabilities		507,219			648,458
Cumulative exchangeable redeemable preferred stock:
103/4% Series B cumulative exchangeable redeemable preferred stock, $0.01 par value, liquidation value $1,000 per share. Authorized 280,000 shares; 89,932 shares issued and outstanding at June 30, 2006 and December 31, 2005		89,932			89,932
Stockholders’ equity:
Series C preferred stock, $0.002 par value and liquidation value. Authorized 600,000 shares; 380,000 shares issued and outstanding at June 30, 2006 and December 31, 2005		1			1
Class A common stock, $0.0001 par value. Authorized 100,000,000 shares; 40,277,805 shares issued and outstanding at June 30, 2006 and December 31, 2005		4			4
Class B common stock, $0.0001 par value. Authorized 50,000,000 shares; 24,503,500 shares issued and outstanding at June 30, 2006 and December 31, 2005		2			2
Additional paid-in capital		521,501			520,421
Accumulated other comprehensive income		14,646			6,939
Accumulated deficit		(201,402	)		(252,540	)
Total stockholders’ equity		334,752			274,827
Total liabilities, cumulative exchangeable redeemable preferred stock and stockholders’ equity	$	931,903		$	1,013,217

See accompanying notes to the unaudited condensed consolidated financial statements.

4

SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

	Three-Months Ended						Six-Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
	(In thousands, except per share data)						(In thousands, except per share data)
Net revenue	$	48,841			44,575		$	86,616			79,914
Operating expenses:
Engineering and programming		12,986			8,452			24,805			16,317
Selling, general and administrative		19,727			16,858			36,426			32,176
Corporate expenses		3,661			3,733			7,189			7,434
Depreciation and amortization		905			824			1,832			1,654
Loss (gain) on the sale of assets, net of disposal of costs		8			—			(50,793	)		—
Total operating expenses		37,287			29,867			19,459			57,581
Operating income		11,554			14,708			67,157			22,333
Other (expense) income:
Interest expense, net		(4,936	)		(10,646	)		(10,355	)		(20,816	)
Loss on early extinguishment of debt		—			(3,154	)		(2,997	)		(3,154	)
Other, net		3			1,793			(23	)		1,800
Income before income taxes and discontinued operations		6,621			2,701			53,782			163
Income tax expense (benefit)		4,190			2,579			(2,190	)		—
Income before discontinued operations		2,431			122			55,972			163
Loss on discontinued operations, net of tax		—			(1	)		—			(3	)
Net income	$	2,431			121		$	55,972			160
Dividends on Series B preferred stock		(2,417	)		(2,343	)		(4,834	)		(4,625	)
Net income (loss) applicable to common stockholders	$	14			(2,222	)	$	51,138			(4,465	)
Basic and diluted income (loss) per common share:
Net income (loss) per common share before discontinued operations	$	—			(0.03	)	$	0.71			(0.06	)
Net loss per common share from discontinued operations	$	—			—		$	—			—
Net income (loss) per common share	$	—			(0.03	)	$	0.71			(0.06	)
Weighted average common shares outstanding:
Basic		72,381			72,381			72,381			72,381
Diluted		72,390			72,381			72,392			72,381

See accompanying notes to the unaudited condensed consolidated financial statements.

5

SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statement of Changes in

Stockholders’ Equity and Comprehensive Income

for the Six-Months Ended June 30, 2006

	Class C				Class A				Class B						Accumulated
	Preferred Stock				Common Stock				Common Stock				Additional		Other					Total
	Number		Par		Number		Par		Number		Par		Paid-In		Comprehensive		Accumulated			Stockholders’
	of Shares		Value		of Shares		Value		of Shares		Value		Capital		Income		Deficit			Equity
	(In thousands, except per share data)
Balance at December 31, 2005		380,000	$	1		40,277,805	$	4		24,503,500	$	2	$	520,421	$	6,939	$	(252,540	)	$	274,827
Stock-based compensation		—		—		—		—		—		—		1,080		—		—			1,080
Series B preferred stock dividends		—		—		—		—		—		—		—		—		(4,834	)		(4,834	)
Comprehensive income:
Net income		—		—		—		—		—		—		—		—		55,972			55,972
Unrealized gain on derivative instrument		—		—		—		—		—		—		—		7,707		—			7,707
Comprehensive income																					63,679
Balance at June 30, 2006		380,000	$	1		40,277,805	$	4		24,503,500	$	2	$	521,501	$	14,646	$	(201,402	)	$	334,752

See accompanying notes to the unaudited condensed consolidated financial statements.

6

SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

	Six-Months Ended
	June 30,
	2006			2005
	(In thousands)
Cash flows from operating activities:
Net income	$	55,972			160
Adjustments to reconcile net income to net cash provided by
operating activities:
Income from discontinued operations, net of tax		—			3
Loss on early extinguishment of debt		2,997			3,154
Gain on the sale of assets, net of disposal costs		(50,793	)		—
Depreciation and amortization		1,832			1,654
Net barter income		(3	)		(126	)
Provision for (reduction of) doubtful trade accounts receivable		657			(167	)
Loss (gain) on disposal of fixed assets		(11	)		(2	)
Amortization of debt discount		—			672
Accretion of the time-value of money component related to unearned revenue		97			—
Amortization of non-interest bearing note payable		396			—
Stock-based compensation		1,080			—
Amortization of deferred financing costs		626			1,031
Decrease in deferred income taxes		(2,069	)		—
Increase in unearned revenue		15			—
Amortization of deferred commitment fee		(37	)		(37	)
Changes in operating assets and liabilities:
(Increase) decrease in trade receivables		(2,429	)		1,185
(Increase) decrease in prepaids and other current assets		(697	)		93
Increase in other assets		(130	)		(260	)
Decrease in accounts payable and accrued expenses		(5,261	)		(7,693	)
(Decrease) increase in accrued interest		(1,373	)		422
Net cash provided by continuing operations		869			89
Net cash used in discontinued operations		—			(245	)
Net cash provided by (used in) operating activities		869			(156	)
Cash flows from investing activities:
Proceeds from sale of radio stations, net of closing costs		64,751			20,000
Acquisition of television stations		(18,534	)		—
Additions to property and equipment		(4,305	)		(1,987	)
Net cash provided by investing activities		41,912			18,013
Cash flows from financing activities:
Payment of senior credit facility term loan due 2009		—			(123,750	)
Payments of senior credit facility term loan due 2012		(1,625	)		(812	)
Payment of senior credit facility term loan due 2013 (including prepayment premium of $1.0 million)		(101,000	)		—
Payments of Series B preferred stock dividends		(4,834	)		—
Payments of other long-term debt		(318	)		(3,275	)
Payments of deferred financing costs		(352	)		(8,699	)
Restricted cash related to the redemption of the 95/8% senior subordinated notes, due 2009		—			(357,483	)
Proceeds from senior credit facility term loan due 2012		—			325,000
Proceeds from senior credit facility term loan due 2013		—			100,000
Net cash used in financing activities		(108,129	)		(69,019	)
Net decrease in cash and cash equivalents		(65,348	)		(51,162	)
Cash and cash equivalents at beginning of period		125,156			132,032
Cash and cash equivalents at end of period		59,808			80,870
Supplemental cash flows information:
Interest paid during the period		12,403			20,673
Income taxes paid during the period, net		389			1,582
Non-cash investing and financing activities:
Unrealized gain on derivative instrument	$	7,707			—
Unearned revenue (advertising given as consideration for acquisition of television stations)	$	5,338			—
Non-interest bearing note payable issued for the acquisition of television stations	$	14,778			—
Accrual of preferred stock as payment of preferred stock dividend	$	—			1,961

See accompanying notes to the unaudited condensed consolidated financial statements.

7

SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of Spanish Broadcasting System, Inc. and its subsidiaries (the “Company”, “we”, “us”, “our” or “SBS”). All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements as of June 30, 2006 and December 31, 2005 and for the three- and six-month periods ended June 30, 2006 and 2005 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions toForm 10-Q andRule 10-01 ofRegulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements as of, and for, the fiscal year ended December 31, 2005, included in our fiscal year end 2005 Annual Report onForm 10-K.

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, which are all of a normal and recurring nature, necessary for a fair presentation of the results of the interim periods. The results of operations for the three- and six-month periods ended June 30, 2006 are not necessarily indicative of the results for a full year.

2.   Assets Held for Sale

On January 31, 2006, we completed the sale of the assets of our radio stationsKZAB-FM andKZBA-FM, serving the Los Angeles, California market, for a cash purchase price of $120.0 million (the “LA Asset Sale”), to Styles Media Group, LLC, a Florida limited liability company (“Styles Media Group”), pursuant to that certain asset purchase agreement, dated as of August 17, 2004, by and among Styles Media Group, Spanish Broadcasting System SouthWest, Inc., one of our subsidiaries, and us.

In connection with the closing of the LA Asset Sale, Styles Media Group paid a cash purchase price of $120.0 million, consisting of $65.0 million paid at closing and $55.0 million previously paid to us as non-refundable deposits. As a result of the LA Asset Sale, we recognized a pre-tax gain on the sale of assets, net of disposal costs, of approximately $50.8 million during the six-months ended June 30, 2006.

Previously, on August 17, 2004, Spanish Broadcasting System SouthWest, Inc., also entered into a time brokerage agreement with Styles Media Group pursuant to which Styles Media Group was permitted to begin broadcasting its programming on radio stationsKZAB-FM andKZBA-FM beginning on September 20, 2004. On January 31, 2006, the time brokerage agreement was terminated upon the completion of the sale.

We determined that, since we were not eliminating all significant revenues and expenses generated in this market, the LA Asset Sale did not meet the criteria to classify the stations’ operations as discontinued operations.KZAB-FM andKZBA-FM generated net revenues of $0.6 million and generated station operating income of $0.4 million for the three-month period ended June 30, 2005.KZAB-FM andKZBA-FM generated net revenues of $0.2 million and $1.1 million and generated station operating income of $0.1 million and $0.8 million for the six-month periods ended June 30, 2006 and 2005, respectively. These stations’ net revenue and station operating income were mainly generated by the monthly fees received related to the time brokerage agreement.

8

SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3.   Stockholders’ Equity

  (a)   Series C Preferred Stock

On December 23, 2004, in connection with the closing of the merger agreement, dated October 5, 2004, with Infinity Media Corporation (“Infinity”), Infinity Broadcasting Corporation of San Francisco (“Infinity SF”) and SBS Bay Area, LLC, a wholly-owned subsidiary of SBS (“SBS Bay Area”), we issued to Infinity (i) an aggregate of 380,000 shares of Series C convertible preferred stock, $0.002 par value per share (the “Series C preferred stock”), each of which is convertible at the option of the holder into twenty fully paid and non-assessable shares of our Class A common stock; and (ii) a warrant to purchase an additional 190,000 shares of Series C preferred stock, exercisable at any time from December 23, 2004 until December 23, 2008, at an exercise price of $300.00 per share (the “Warrant”).

Under the terms of the certificate of designation governing the Series C preferred stock, the holder of Series C preferred stock has the right to convert each share of Series C preferred stock into twenty fully paid and non-assessable shares of our Class A common stock. The shares of Series C preferred stock issued at the closing of the merger are convertible into 7,600,000 shares of our Class A common stock, subject to adjustment, and the Series C preferred stock issuable upon exercise of the Warrant is convertible into an additional 3,800,000 shares of our Class A common stock, subject to adjustment. To date, none of these warrants have been exercised.

In connection with the closing of the merger transaction, we also entered into a registration rights agreement with Infinity, pursuant to which, following a period of one year (or earlier if we take certain actions), Infinity may instruct us to file up to three registration statements, on a best efforts basis, with the Securities and Exchange Commission (SEC) providing for the registration for resale of the Class A common stock issuable upon conversion of the Series C preferred stock.

We are required to pay holders of Series C preferred stock dividends on parity with our Class A common stock and Class B common stock, and each other class or series of our capital stock, if created, after December 23, 2004.

  (b)   Class A and B Common Stock

The rights of the holders of shares of Class A common stock and Class B common stock are identical, except for voting rights and conversion provisions. The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to ten votes per share. Holders of each class of common stock are entitled to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders of each class have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. Each class of common stock is subordinate to our 103/4% Series B cumulative exchangeable redeemable preferred stock, par value $0.01 per share and liquidation preference of $1,000 per share (the “Series B preferred stock”) and on parity with the Series C preferred stock with respect to dividend rights and rights upon liquidation, winding up and dissolution of SBS.

  (c)   Warrants

In connection with the purchase of radio stationKXOL-FM, serving our Los Angeles market, and the merger agreement with Infinity, as discussed in Note 3(a), we have warrants outstanding to ultimately purchase

9

SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

an aggregate of 4,100,000 shares of our Class A common stock. The following table summarizes information about these warrants which are outstanding as of June 30, 2006:

	Number of Class A
	Common Shares		Per Share
Warrant Date of Issue	Underlying Warrants		Exercise Price			Warrant Expiration Date
July 31, 2003(1)		100,000	$	8.17			July 31, 2006
August 31, 2003		100,000	$	7.74			August 31, 2006
September 30, 2003		100,000	$	8.49			September 30, 2006
December 23, 2004		3,800,000		(see Note 3	(a))		December 23, 2008
		4,100,000

(1) Subsequent to June 30, 2006, warrants for 100,000 shares of Class A common stock expired unexercised.

  (d)   Stock Option Plans

Background

In September 1999, we adopted an employee incentive stock option plan (the “1999 ISO Plan”) and a non-employee director stock option plan (the “1999 NQ Plan”). Options granted under the 1999 ISO Plan will vest according to terms to be determined by the compensation committee of our board of directors, and will have a contractual life of up to 10 years from the date of grant. Options granted under the 1999 NQ Plan will vest 20% upon grant and 20% each year for the first four years from grant. All options granted under the 1999 ISO Plan and the 1999 NQ Plan vest immediately upon a change in control of SBS, as defined therein. A total of 3,000,000 shares and 300,000 shares of Class A common stock have been reserved for issuance under the 1999 ISO Plan and the 1999 NQ Plan, respectively. Additionally, on November 2, 1999, we granted a stock option to purchase 250,000 shares of Class A common stock to a former director. These options vested immediately, and expire 10 years from the date of grant.

Impact of the Adoption of SFAS No. 123(R) “Share-Based Payment”

We adopted SFAS No. 123(R) using the modified prospective transition method beginning January 1, 2006. Accordingly, during the six-month period ended June 30, 2006, we recorded stock-based compensation expense for awards granted prior to, but not yet vested, as of January 1, 2006, as if the fair value method required for pro forma disclosure under SFAS No. 123 “Accounting for Stock-Based Compensation,” were in effect for expense recognition purposes, adjusted for estimated forfeitures. For stock-based awards granted after January 1, 2006, we have recognized compensation expense based on the estimated grant date fair value method using the Black-Scholes option pricing model. For these awards, we have recognized compensation expense using a straight-line amortization method (prorated). As SFAS No. 123(R) requires that stock-based compensation expense be based on awards that are ultimately expected to vest, stock-based compensation for the three- and six-month periods ended June 30, 2006 have been reduced for estimated forfeitures. When estimating forfeitures, we consider voluntary termination behaviors as well as trends of actual option

10

SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

forfeitures. The impact on our results of operations of recording stock-based compensation for the three- and six-month periods ended June 30, 2006 was as follows (in thousands):

	Three-Months		Six-Months
	Ended		Ended
Stock-Based Compensation Expense:	June 30, 2006		June 30, 2006
Engineering and programming expenses	$	176	$	356
Selling, general and administrative expenses		87		174
Corporate expenses		250		550
Total	$	513	$	1,080

As of June 30, 2006, there was $2.9 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under all of our plans. The cost is expected to be recognized over a weighted-average period of approximately two years.

SFAS No. 123(R) requires cash flows resulting from excess tax benefits to be classified as a part of cash flows from financing activities. Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to stock compensation costs for such options. We did not receive any cash payments from option exercises for the three-and six-month periods ended June 30, 2006. In addition, we did not recognize a tax benefit on our stock-based compensation expense due to our full valuation allowance on our deferred tax assets.

Valuation Assumptions

We calculated the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The per share weighted-average fair value of stock options granted to employees during the three- and six-month periods ended June 30, 2005 was $7.50 and $6.45, respectively. There have been no stock options granted for the three- and six-month periods ended June 30, 2006. The following assumptions were used for each respective period:

	Three-Months Ended						Six-Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Expected life		7 years			5 years			7 years			5 years
Dividends		None			None			None			None
Risk-free interest rate		5.11	%		3.72	%		4.97	%		4.11	%
Expected volatility		66	%		71	%		66	%		72	%

Our computation of expected volatility for the three- and six-month periods ended June 30, 2006 was based on a combination of historical and market-based implied volatility from traded options on our stock. Prior to 2006, our computation of expected volatility was based on historical volatility. Our computation of expected life in 2006, was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The range provided above results from the behavior patterns of separate groups of employees that have similar historical experience. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant.

11

SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock-Based Payment Award Activity

A summary of the status of our stock options, as of December 31, 2005 and June 30, 2006, and changes during the six-months ended June 30, 2006, is presented below (in thousands, except per share data):

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
			Exercise		Contractual		Intrinsic
	Shares		Price		Term		Value
Outstanding at December 31, 2005		2,939	$	11.54
Granted		—		—
Exercised		—		—
Forfeited		4		9.10
Outstanding at June 30, 2006		2,935	$	11.54		6.2	$	32
Exercisable at June 30, 2006		2,342	$	12.18		5.7	$	30

The following table summarizes information about stock options outstanding and exercisable at June 30, 2006 (in thousands, except per share data):

											Weighted
					Weighted						Average
					Average		Weighted				Exercise
					Remaining		Average		Number of		Price of
	Vested		Unvested		Contractual		Exercise		Exercisable		Exercisable
Range of Exercise Prices	Options		Options		Life (Years)		Price		Options		Options
$ 0 - 4.99		100		—		4.4	$	4.81		100	$	4.81
5 - 9.99		1,370		471		7.2		8.70		1,370		8.74
10 - 14.99		146		122		7.9		10.95		146		11.04
15 - 19.99		16		—		5.9		15.48		16		15.48
20 - 24.99		710		—		3.3		20.00		710		20.00
		2,342		593		6.2	$	11.54		2,342	$	12.18

Pro forma Information for Periods Prior to the Adoption of SFAS 123(R)

Prior to the adoption of SFAS No. 123(R), we provided the disclosures required under SFAS No. 123, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosures.” Employee stock-based compensation expense recognized under SFAS No. 123(R) was not reflected in our results of operations for the three- and six-month periods ended June 30, 2005 for employee stock option awards as all options were granted with an exercise price equal to the market value of the underlying common stock on the date of grant.

12

SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The pro forma information for the three- and six-month periods ended June 30, 2005 was as follows (in thousands, except per share amounts):

	Three-Months			Six-Months
	Ended			Ended
	June 30, 2005			June 30, 2005
Net loss applicable to common stockholders:
As reported	$	(2,222	)	$	(4,465	)
Deduct: total stock-based employee compensation expense determined under fair value based method for all awards, net of tax		(587	)		(1,329	)
Pro forma net loss	$	(2,809	)	$	(5,794	)
Net loss per common share:
As reported: Basic and Diluted	$	(0.03	)	$	(0.06	)
Pro forma: Basic and Diluted	$	(0.04	)	$	(0.08	)

4.   Operating Segments

Due to the recent commencement of our new television operation “MEGA TV”, we are now reporting two operating segments, radio and television.

Radio broadcasting.  We own and operate 20 radio stations located in some of the nation’s top Hispanic markets: Los Angeles, New York, Miami, Chicago, San Francisco and Puerto Rico.

Television broadcasting.  We own and operate two television stations, which operate as one television operation, branded “MEGA TV”, serving the South Florida market.

Separate financial data for each of our operating segments is provided below. We evaluate the performance of our operating segments based on the following (in thousands):

	Three-Months Ended										Six-Months Ended
	June 30,				Change						June 30,				Change
	2006		2005		$			%			2006		2005		$		%
	(In thousands)										(In thousands)
Net revenue:
Radio	$	47,443		44,575		2,868			6	%	$	84,787		79,914		4,873		6	%
Television		1,398		—		1,398			100	%		1,829		—		1,829		100	%
Consolidated	$	48,841		44,575		4,266			10	%	$	86,616		79,914		6,702		8	%
Engineering and programming expense:
Radio	$	8,320		8,452		(132	)		(2	)%	$	16,756		16,317		439		3	%
Television		4,666		—		4,666			100	%		8,049		—		8,049		100	%
Consolidated	$	12,986		8,452		4,534			54	%	$	24,805		16,317		8,488		52	%
Selling, general and administrative:
Radio	$	17,790		16,858		932			6	%	$	32,342		32,176		166		1	%
Television		1,937		—		1,937			100	%		4,084		—		4,084		100	%
Consolidated	$	19,727		16,858		2,869			17	%	$	36,426		32,176		4,250		13	%

13

SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Three-Months Ended												Six-Months Ended
	June 30,						Change						June 30,						Change
	2006			2005			$			%			2006			2005			$			%
	(In thousands)												(In thousands)
Operating income (loss) before depreciation and amortization and gain on sales of assets, net:
Radio	$	21,333			19,265			2,068			11	%	$	35,689			31,421			4,268			14	%
Television		(5,205	)		—			(5,205	)		100	%		(10,304	)		—			(10,304	)		100	%
Corporate		(3,661	)		(3,733	)		72			(2	)%		(7,189	)		(7,434	)		245			(3	)%
Consolidated	$	12,467			15,532			(3,065	)		(20	)%	$	18,196			23,987			(5,791	)		(24	)%
Depreciation and amortization:
Radio	$	605			565			40			7	%	$	1,223			1,137			86			8	%
Television		73			—			73			100	%		130			—			130			100	%
Corporate		227			259			(32	)		(12	)%		479			517			(38	)		(7	)%
Consolidated	$	905			824			81			10	%	$	1,832			1,654			178			11	%
Operating income (loss):
Radio	$	20,720			18,700			2,020			11	%	$	85,259			30,284			54,975			182	%
Television		(5,278	)		—			(5,278	)		100	%		(10,434	)		—			(10,434	)		100	%
Corporate		(3,888	)		(3,992	)		104			(3	)%		(7,668	)		(7,951	)		283			(4	)%
Consolidated	$	11,554			14,708			(3,154	)		(21	)%	$	67,157			22,333			44,824			201	%
Capital expenditures:
Radio	$	994			826			168			20	%	$	1,523			1,515			8			1	%
Television		923			—			923			100	%		2,441			—			2,441			100	%
Corporate		220			267			(47	)		(18	)%		341			472			(131	)		(28	)%
Consolidated	$	2,137			1,093			1,044			96	%	$	4,305			1,987			2,318			117	%

	As of June 30,
	2006		2005
Total Assets:
Radio	$	885,276		1,320,169
Television		46,627		—
Consolidated	$	931,903		1,320,169

5.   Litigation

From time to time we are involved in litigation incidental to the conduct of our business, such as contractual matters and employee-related matters. In the opinion of management, such litigation is not likely to have a material adverse effect on our business, operating results or financial position.

14

SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Amigo Broadcasting Litigation

On December 5, 2003, Amigo Broadcasting, L.P. (“Amigo”) filed an original petition and application for temporary injunction in the District Court of Travis County, Texas (the “Court”), against us, Raul Bernal (“Bernal”) and Joaquin Garza (“Garza”), two of our former employees. Amigo filed a first and second amended petition and application for temporary injunction on June 25, 2004 and February 18, 2005, respectively. The second amended petition alleged that we (1) misappropriated Amigo’s proprietary interests by broadcasting the characters and concepts portrayed by the Bernal and Garza radio show (the “Property”), (2) wrongfully converted the Property to our own use and benefit, (3) induced Bernal and Garza to breach their employment agreements with Amigo, (4) used and continued to use Amigo’s confidential information and property with the intention of diverting profits from Amigo and of inducing Amigo’s potential customers to do business with us and our syndicators, (5) invaded Amigo’s privacy by misappropriating the names and likenesses of Bernal and Garza, and (6) committed violations of the Lanham Act by diluting and infringing on Amigo’s trademarks. Based on these claims, Amigo seeks damages in excess of $3.0 million.

On December 5, 2003, the Court issued a temporary injunction against all of the defendants and scheduled a hearing before the Court on December 17, 2003. The temporary injunction dissolved by its terms on December 1, 2004. On December 17, 2003, the parties entered into a settlement agreement, whereby the Court entered an Order on Consent of the settling parties, permitting Bernal and Garza’s radio show to be broadcast on our radio stations. In addition, we agreed that we would not broadcast the Bernal and Garza radio show in certain prohibited markets and that we would not distribute certain promotional materials that were developed by Amigo. On January 5, 2004, we answered the remaining claims asserted by Amigo for damages. On March 18, 2005, the case was removed to the United States District Court for the Western District of Texas (the “District Court”) and a trial date was scheduled for May 2006. On January 17, 2006, we filed a motion for summary judgment with the District Court. On March 2, 2006, the parties conducted a mediation but were unable to reach a settlement. The case was thereafter tried before a jury the week of May 1, 2006. At the close of plaintiff’s evidence, defendants presented a motion for judgment as a matter of law and the motion was granted on all counts. The District Court entered judgment for the defendants, Garza, Bernal and us. On June 2, 2006, Plaintiff filed a notice of appeal to the Fifth Circuit Court of Appeals. The time for filing of their brief has not yet run so we are unable to identify the specific basis for the appeal. Based on the existing circumstances, we believe that it is unlikely that the appeal will result in a material adverse outcome to us.

6.   Repayment of Second Lien Senior Secured Credit Facilities

On February 17, 2006, we repaid and terminated our second lien credit facility, dated as of June 10, 2005, among us, Merrill Lynch Pierce Fenner & Smith, Incorporated, Wachovia Bank, National Association, Lehman Commercial Paper Inc., and certain other lenders (the “Second Lien Credit Facility”). We used approximately $101.0 million of the net cash proceeds from the LA Asset Sale to pay the full amount owed under the Second Lien Credit Facility. Accordingly, we have no further obligations remaining under the Second Lien Credit Facility. As a result of the prepayment of the Second Lien Credit Facility, we recognized a loss on early extinguishment of debt related to the prepayment premium and the write-off of unamortized deferred financing costs of approximately $3.0 million during the six-months ended June 30, 2006.

7.   Television Station Acquisition

On March 1, 2006, our wholly-owned subsidiaries, Mega Media Holdings, Inc. (“Mega Media Holdings”) and WDLP Licensing, Inc. (“Mega-Sub,” and, together with Mega Media Holdings, “Mega Media”), completed the acquisition of certain assets, including licenses, permits and authorizations issued by the Federal Communications Commission (the “FCC”) used in or related to the operation of television stationsWSBS-TV (Channel 22, formerly known asWDLP-TV), its derivative digital television station WSBS-DT (Channel 3,

15

SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

formerly known as WDLP-DT) in Key West, Florida and WSBS-CA (Channel 50, formerly known as WDLP- CA) in Miami, Florida, pursuant to that certain asset purchase agreement, dated as of July 12, 2005, as amended on September 19, 2005, October 19, 2005 and January 6, 2006, with WDLP Broadcasting Company, LLC, WDLP Licensed Subsidiary, LLC, Robin Broadcasting Company, LLC, and Robin Licensed Subsidiary, LLC (collectively, the “Sellers”).WSBS-TV-DT and WSBS-CA are operating as one television operation, branded as “MEGA TV”, serving the South Florida market. MEGA TV debuted on the air on March 1, 2006.

In connection with the closing, Mega Media paid an aggregate purchase price equal to $37.6 million, consisting of: (i) cash in the amount of $17.0 million; (ii) a thirty-four month, non-interest-bearing secured promissory note in the principal amount of $18.5 million (present valued at approximately $14.8 million at the closing), which we have guaranteed and is secured by the assets acquired in the transaction; (iii) deposits of $0.5 million and $1.0 million made on July 13, 2005 and January 6, 2006, respectively; and (iv) two extension payments of $0.3 million made on September 1, 2005 and January 6, 2006, respectively, in consideration for the extensions of the closing date.

In addition, as part of the television station acquisition, we entered into an advertising agreement with the Sellers that provides them with up to $2.0 million per year, for the three years following closing, of commercial advertising time on any of our broadcasting stations. Accordingly, we recognized this liability to provide commercial advertising as part of consideration given for the acquisition and recorded a liability (unearned revenue) of approximately $5.3 million at the closing, which represented the present value of the commercial advertising due.

8.   New Accounting Pronouncements

In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” (FIN 48),which clarifies the accounting for uncertainties in tax positions. FIN 48 is effective for fiscal years beginning after December 15, 2006. We are currently evaluating the impact of adopting FIN 48 on our consolidated financial statements.

9.   Income Taxes

Our income tax expense differs from the statutory federal tax rate of 35% primarily as a result of the application of SFAS 142, “Goodwill and Other Intangible Assets”. Under SFAS No. 142, the reversal of our deferred tax liabilities related to our intangible assets could no longer be assured over our net operating loss carry forward period. Therefore, our effective book tax rate is impacted by establishing a valuation allowance on substantially all of our deferred tax assets.

10.   Comprehensive Income

Our total comprehensive income, comprised of net income and unrealized gain on derivative instrument, for the three- and six-months ended June 30, 2006 was as follows (in thousands):

	Three-Months				Six-Months
	Ended June 30,				Ended June 30,
	2006		2005		2006		2005
Net income:	$	2,431		121		55,972		160
Other comprehensive income:
Unrealized gain on derivative instrument		3,174		—		7,707		—
Total comprehensive income	$	5,605		121		63,679		160

16

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are the largest publicly traded Hispanic-controlled media and entertainment company in the United States. We own and operate 20 radio stations in markets that reach approximately 49% of the U.S. Hispanic population, and two television stations, which are expected to reach approximately 1.5 million households in the South Florida market. Our radio stations are located in six of the top-ten Hispanic markets of Los Angeles, New York, Puerto Rico, Chicago, Miami and San Francisco. Los Angeles and New York have the largest and second largest Hispanic populations, and are also the largest and second largest radio markets in the United States in terms of advertising revenue, respectively. Our two television stations operate as one television operation, branded “MEGA TV”. We also occasionally produce live concerts and events throughout the United States and Puerto Rico. In addition, we operateLaMusica.com, a bilingual Spanish-English website providing content related to Latin music, entertainment, news and culture.

On March 1, 2006, we acquired television stationsWSBS-TV (Channel 22, formerly known asWDLP-TV) and its derivative digital television station WSBS-DT (Channel 3, formerly known as WDLP-DT) in Key West, Florida and WSBS-CA (Channel 50, formerly known as WDLP-CA) in Miami, Florida, serving the South Florida market. On March 1, 2006, we also launched MEGA TV, our general interest Spanish-language television operation. We intend to design our television programming to meet a broad range of preferences of the U.S. Hispanic market, directed primarily at the18-to-49 year old age bracket. We plan to develop approximately 60% of our programming and expect to commission other content from Spanish-language production partners. The channel currently features televised versions of our Miami top-rated radio shows, debate shows, dance and music contests, reality and entertainment shows and game shows. We anticipate that television revenue will be generated primarily from the sale of local and national market advertising.

The success of each of our stations depends significantly upon its audience ratings and share of the overall advertising revenue within its market. The broadcasting industry is a highly competitive business, but some barriers to entry do exist. Each of our stations competes with both Spanish-language and English-language stations in its market, as well as with other advertising media, such as newspapers, cable television, the Internet, magazines, outdoor advertising, satellite radio, transit advertising and direct mail marketing. Factors which are material to our competitive position include management experience, our stations’ rank in their markets, signal strength and frequency, and audience demographics, including the nature of the Spanish-language market targeted by a particular station.

Our primary source of revenue is the sale of advertising time on our stations to local and national advertisers. Our revenue is affected primarily by the advertising rates that our stations are able to charge, as well as the overall demand for advertising time in each respective market. Seasonal net broadcasting revenue fluctuations are common in the broadcasting industry and are primarily due to fluctuations in advertising demand from local and national advertisers. Typically for the broadcasting industry, the first calendar quarter generally produces the lowest revenue. Our most significant operating expenses are compensation expenses, programming expenses, professional fees and advertising and promotional expenses. Our senior management strives to control these expenses, as well as other expenses, by working closely with local station management and others, including vendors.

17

Comparison Analysis of the Operating Results for the Three-Months Ended June 30, 2006 and 2005

Due to the recent commencement of our television operation, we are now reporting two operating segments, radio and television. The following summary table presents separate financial data for each of our operating segments for the three-month periods ended June 30, 2006 and 2005.

	Three-Months Ended June 30,						Change
	2006			2005			$			%
	(In thousands)
Net revenue:
Radio	$	47,443			44,575			2,868			6	%
Television		1,398			—			1,398			100	%
Consolidated	$	48,841			44,575			4,266			10	%
Engineering and programming expense:
Radio	$	8,320			8,452			(132	)		(2	)%
Television		4,666			—			4,666			100	%
Consolidated	$	12,986			8,452			4,534			54	%
Selling, general and administrative:
Radio	$	17,790			16,858			932			6	%
Television		1,937			—			1,937			100	%
Consolidated	$	19,727			16,858			2,869			17	%
Operating income (loss) before depreciation and amortization and gain on sales of assets, net:
Radio	$	21,333			19,265			2,068			11	%
Television		(5,205	)		—			(5,205	)		100	%
Corporate		(3,661	)		(3,733	)		72			(2	)%
Consolidated	$	12,467			15,532			(3,065	)		(20	)%
Depreciation and amortization:
Radio	$	605			565			40			7	%
Television		73			—			73			100	%
Corporate		227			259			(32	)		(12	)%
Consolidated	$	905			824			81			10	%
Operating income (loss):
Radio	$	20,720			18,700			2,020			11	%
Television		(5,278	)		—			(5,278	)		100	%
Corporate		(3,888	)		(3,992	)		104			(3	)%
Consolidated	$	11,554			14,708			(3,154	)		(21	)%
Capital expenditures:
Radio	$	994			826			168			20	%
Television		923			—			923			100	%
Corporate		220			267			(47	)		(18	)%
Consolidated	$	2,137			1,093			1,044			96	%

18

The following summary table presents a comparison of our results of operations for the three-month periods ended June 30, 2006 and 2005. Various fluctuations illustrated in the table are discussed below. This section should be read in conjunction with our unaudited condensed consolidated financial statements and notes.

	Three Months Ended
	June 30,						Change
	2006			2005			$			%
	(In thousands)
Net revenue	$	48,841			44,575			4,266			10	%
Engineering and programming expense		12,986			8,452			4,534			54	%
Selling, general and administrative expense		19,727			16,858			2,869			17	%
Corporate expenses		3,661			3,733			(72	)		(2	)%
Depreciation and amortization		905			824			81			10	%
Loss on sale of assets, net of disposal costs		8			—			8			100	%
Operating income	$	11,554			14,708			(3,154	)		(21	)%
Interest expense, net		(4,936	)		(10,646	)		5,710			(54	)%
Loss on early extinguishment of debt		—			(3,154	)		3,154			(100	)%
Other income, net		3			1,793			(1,790	)		(100	)%
Income tax expense		4,190			2,579			1,611			62	%
Loss on discontinued operations, net of taxes		—			(1	)		1			(100	)%
Net income	$	2,431			121			2,310			1909	%

Net Revenue.  The growth of 10% in net revenue was mainly due to the revenue generated by our radio segment, which had net revenue growth of 6% primarily from local and barter revenues. This radio net revenue growth was primarily in our San Francisco, Los Angeles, New York and Puerto Rico markets, offset by a decrease in our Chicago market. Our new television segment “MEGA TV”, which debuted on March 1, 2006, generated net revenue of $1.4 million primarily from local revenues.

Engineering and Programming Expenses.  The increase in engineering and programming expenses was mainly due to our new television segment, which totaled $4.7 million in expenses, primarily related to programming costs and original produced programming.

Selling, General and Administrative Expenses.  The increase in selling, general and administrative expenses was mainly due to our new television segment, which totaled $1.9 million in expenses, primarily related to (a) advertising and promotions, (b) employee compensation and benefits and (c) rent expense. Our radio segment’s selling, general and administrative expenses increased $0.9 million or 6%, as a result of increases in (a) advertising and promotions costs, (b) local commissions due to the increase in net revenue, (c) employee compensation and benefits costs, (d) rent expense related to our new Miami radio stations’ facilities and (e) the provision for doubtful accounts receivable. These increases in the radio segment’s selling, general and administrative expenses were offset by decreases in radio’s promotional events expense of $1.1 million and professional fees of $0.2 million, mainly related to our in-house compliance with the Sarbanes-Oxley Act of 2002.

Corporate Expenses.  The decrease in corporate expenses was mainly a result of a decrease in legal and professional fees, offset by an increase in employee compensation and benefits related to SFAS No. 123(R) stock-based compensation of $0.2 million.

Operating Income.  The decrease in operating income was primarily attributed to our new television segment’s operating loss of approximately $(5.3) million, which was offset by an increase in our radio segment’s operating income of approximately $2.0 million.

Interest Expense, net.  The decrease in interest expense, net, was due primarily to lower interest expense incurred with respect to the senior secured credit facility due 2012 we entered into on June 10, 2005 as

19

compared to interest expense incurred on our prior debt structure, which had a greater outstanding principal balance and a higher applicable interest rate.

Income Taxes.  The increase in income tax expense was primarily due to this year’s application of our effective tax rate, which continues to be impacted by a full valuation allowance.

Net Income.  The increase in net income was primarily due to the decrease in interest expense, net, and loss on early extinguishment of debt, offset by a decrease in operating income.

Comparison Analysis of the Operating Results for the Six-Months Ended June 30, 2006 and 2005

Due to the recent commencement of our television operation, we are now reporting two operating segments, radio and television. The following summary table presents separate financial data for each of our operating segments for the six-month periods ended June 30, 2006 and 2005.

	Six-Months Ended
	June 30,						Change
	2006			2005			$			%
	(In thousands)
Net revenue:
Radio	$	84,787			79,914			4,873			6	%
Television		1,829			—			1,829			100	%
Consolidated	$	86,616			79,914			6,702			8	%
Engineering and programming expense:
Radio	$	16,756			16,317			439			3	%
Television		8,049			—			8,049			100	%
Consolidated	$	24,805			16,317			8,488			52	%
Selling, general and administrative:
Radio	$	32,342			32,176			166			1	%
Television		4,084			—			4,084			100	%
Consolidated	$	36,426			32,176			4,250			13	%
Operating income (loss) before depreciation and amortization and gain on sales of assets, net:
Radio	$	35,689			31,421			4,268			14	%
Television		(10,304	)		—			(10,304	)		100	%
Corporate		(7,189	)		(7,434	)		245			(3	)%
Consolidated	$	18,196			23,987			(5,791	)		(24	)%
Depreciation and amortization:
Radio	$	1,223			1,137			86			8	%
Television		130			—			130			100	%
Corporate		479			517			(38	)		(7	)%
Consolidated	$	1,832			1,654			178			11	%

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	Six-Months Ended
	June 30,						Change
	2006			2005			$			%
	(In thousands)
Operating income (loss):
Radio	$	85,259			30,284			54,975			182	%
Television		(10,434	)		—			(10,434	)		100	%
Corporate		(7,668	)		(7,951	)		283			(4	)%
Consolidated	$	67,157			22,333			44,824			201	%
Capital expenditures:
Radio	$	1,523			1,515			8			1	%
Television		2,441			—			2,441			100	%
Corporate		341			472			(131	)		(28	)%
Consolidated	$	4,305			1,987			2,318			117	%

The following summary table presents a comparison of our results of operations for the six-month periods ended June 30, 2006 and 2005. Various fluctuations illustrated in the table are discussed below. This section should be read in conjunction with our unaudited condensed consolidated financial statements and notes.

	Six Months Ended
	June 30,						Change
	2006			2005			$			%
	(In thousands)
Net revenue	$	86,616			79,914			6,702			8	%
Engineering and programming expense		24,805			16,317			8,488			52	%
Selling, general and administrative expense		36,426			32,176			4,250			13	%
Corporate expenses		7,189			7,434			(245	)		(3	)%
Depreciation and amortization		1,832			1,654			178			11	%
Gain on sale of assets, net of disposal costs		(50,793	)		—			(50,793	)		100	%
Operating income	$	67,157			22,333			44,824			201	%
Interest expense, net		(10,355	)		(20,816	)		10,461			(50	)%
Loss on early extinguishment of debt		(2,997	)		(3,154	)		157			(5	)%
Other (expense) income, net		(23	)		1,800			(1,823	)		(101	)%
Income tax benefit		(2,190	)		—			(2,190	)		100	%
Loss on discontinued operations, net of taxes		—			(3	)		3			(100	)%
Net income	$	55,972			160			55,812			34883	%

Net Revenue.  The growth of 8% in net revenue was mainly due to the revenue generated by our radio segment, which had net revenue growth of 6% primarily from local revenues. This radio net revenue growth was primarily in our San Francisco, Puerto Rico, Los Angeles, New York and Miami markets, offset by a decrease in our Chicago market. Our new television segment “MEGA TV”, which debuted on March 1, 2006, generated net revenue of $1.8 million primarily from local revenues.

Engineering and Programming Expenses.  The increase in engineering and programming expenses was mainly due to our new television segment, which totaled $8.0 million in expenses, primarily related to programming costs and original produced programming, and employee compensation and benefits. Our radio segment’s engineering and programming expenses increased $0.4 million or 3%, as a result of an increase in our music licenses fees of $0.4 million and employee compensation related to SFAS No. 123(R) stock-based compensation of $0.4 million, offset by a decrease in severance pay of $0.3 million.

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Selling, General and Administrative Expenses.  The increase in selling, general and administrative expenses was mainly due to our new television segment, which totaled $4.1 million in expenses, primarily related to (a) advertising and promotions, (b) employee compensation and benefits and (c) rent expense.

Corporate Expenses.  The decrease in corporate expenses was mainly a result of a decrease in legal and professional fees of $0.5 million and other business development expenses of $0.2 million, offset by an increase in employee compensation and benefits related to SFAS No. 123(R) stock-based compensation of $0.5 million.

Gain on sales of assets, net.  The gain on sales of assets, net, is related to the sale of our radio stationsKZAB-FM andKZBA-FM, serving the Los Angeles, California market, which was completed on January 31, 2006 and we recognized a pre-tax gain of approximately $50.8 million.

Operating Income.  The increase in operating income was primarily attributed to the increase in our radio segment’s operating income of approximately $55.0 million, which includes a gain on sales of assets, net of $50.8 million, offset by our new television segment’s operating loss of approximately $10.4 million.

Interest Expense, net.  The decrease in interest expense, net, was due primarily to lower interest expense incurred with respect to the senior secured credit facilities we entered into on June 10, 2005 as compared to interest expense incurred on our prior debt structure. In addition, on February 17, 2006, we repaid our $100.0 million Second Lien Credit Facility. Interest expense, net, also decreased due to an increase in interest income resulting from a general increase in interest rates on our cash balances.

Loss on early extinguishment of debt.  The loss on early extinguishment of debt was due to the $1.0 million prepayment premium paid and the $2.0 million write-off of unamortized deferred financing costs related to the repayment of our $100.0 million Second Lien Credit Facility.

Income Taxes.  The increase in income tax benefit was primarily due to the reversal of the deferred tax liability associated with our Los Angeles radio stationsKZAB-FM andKZBA-FM, as a result of the book/tax basis differences on the date of sale, partially offset by the application of our effective tax rate, which continues to be impacted by a full valuation allowance, on our pre-tax income.

Net Income.  The increase in net income was primarily due to the gain on sale of assets, net, decrease in interest expense, net, and an increase in income tax benefit, offset by a decrease in other income.

Liquidity and Capital Resources

Our primary sources of liquidity are cash on hand, cash provided by operations and, to the extent necessary, undrawn commitments that are available under our $25.0 million revolving credit facility. Our ability to raise funds by increasing our indebtedness is limited by the terms of the certificates of designations governing our preferred stock and the credit agreement governing our first lien credit facility. Additionally, our certificates of designations and credit agreement each place restrictions on us with respect to the sale of assets, liens, investments, dividends, debt repayments, capital expenditures, transactions with affiliates and consolidations and mergers, among other things. We had cash and cash equivalents of $59.8 million and $125.2 million as of June 30, 2006 and December 31, 2005, respectively.

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The following summary table presents a comparison of our capital resources for the six-month periods ended June 30, 2006 and 2005, with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed below. This section should be read in conjunction with the unaudited condensed consolidated financial statements and notes.

	Six Months Ended
	June 30,						Change
	2006			2005			$
	(In thousands)
Capital expenditures	$	4,305			1,987			2,318
Net cash flows provided by (used in) operating activities	$	869			(156	)		1,025
Net cash flows provided by investing activities		41,912			18,013			23,899
Net cash flows used in financing activities		(108,129	)		(69,019	)		(39,110	)
Net decrease in cash and cash equivalents	$	(65,348	)		(51,162	)

Net Cash Flows Provided by (Used in) Operating Activities.  Changes in our net cash flows from operating activities were primarily a result of a decrease in cash paid to vendors and for interest.

Net Cash Flows Provided by Investing Activities.  Changes in our net cash flows from investing activities were primarily a result of: (a) in 2006, we received proceeds of $64.8 million for the sale of our Los Angeles stationsKZAB-FM andKZBA-FM, offset by $18.5 million of payments made to acquire our television operation “MEGA TV” and capital expenditures, while (b) in 2005, we received deposits totaling $20.0 million for the sale of Los Angeles stationsKZAB-FM andKZBA-FM, offset by capital expenditures.

Net Cash Flows Used In Financing Activities.  Changes in our net cash flows from financing activities were primarily a result of: (a) in 2006, we repaid our $100.0 million Second Lien Credit Facility and paid cash dividends on our Series B preferred stock, while (b) in 2005, we refinanced our prior debt structure which consisted of a $135.0 million senior secured credit facility term loan due 2009 and the 95/8% senior subordinated notes due 2009.

Management believes that cash from operating activities, together with cash on hand, should be sufficient to permit us to meet our operating obligations in the foreseeable future, including required interest and quarterly principal payments pursuant to the credit agreement governing our first lien credit facility due 2012 and capital expenditures, excluding the acquisitions of FCC licenses. Assumptions (none of which can be assured) which underlie management’s beliefs, include the following:

•  the demand for advertising within the broadcasting industry and economic conditions in general will not deteriorate in any material respect;

•  we will continue to successfully implement our business strategies; and

•  we will not incur any material unforeseen liabilities, including environmental liabilities and legal judgements.

Our strategy is to primarily utilize cash flows from operations to meet our capital needs and contractual obligations. However, we also have bank borrowings available to meet our capital needs and contractual obligations and, when appropriate and, if available, will obtain financing by issuing debt or stock.

On January 31, 2006, we completed the sale of the assets of our radio stationsKZAB-FM andKZBA-FM, serving the Los Angeles, California market, for a cash purchase price of $120.0 million (the “LA Asset Sale”), to Styles Media Group, LLC (“Styles Media Group”) pursuant to that certain asset purchase agreement, dated as of August 17, 2004, as amended on February 18, 2005, March 30, 2005 and July 29, 2005, by and among Styles Media Group, Spanish Broadcasting Systems Southwest, Inc. and us. Styles Media Group made a $65.0 million payment at closing and non-refundable deposits to us on February 18, 2005, March 30, 2005, July 29, 2005 and December 22, 2005 in the amount of $6.0 million, $14.0 million, $15.0 million and $20.0 million, respectively, totaling $55.0 million. As a result of the LA Asset Sale, we recognized a pre-tax

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gain on the sale of assets, net of disposal costs, of approximately $50.8 million during the six-months ended June 30, 2006.

On February 17, 2006, we repaid and terminated our Second Lien Credit Facility by using approximately $101.0 million of our net cash proceeds from the LA Asset Sale to pay the full amount owed. Accordingly, we have no further obligations remaining under the Second Lien Credit Facility. As a result of the prepayment of the Second Lien Credit Facility, we recognized a loss on early extinguishment of debt related to the prepayment premium and the write-off of unamortized deferred financing costs of approximately $3.0 million during the six-months ended June 30, 2006. In addition, as a result of the repayment of our Second Lien Credit Facility, our first lien credit facility applicable margin decreased from 2.0% to 1.75%.

On March 1, 2006, our wholly-owned subsidiaries, Mega Media Holdings, Inc. (“Mega Media Holdings”) and WDLP Licensing, Inc. (“Mega-Sub,” and, together with Mega Media Holdings, “Mega Media”), completed the acquisition of certain assets, including licenses, permits and authorizations issued by the FCC used in or related to the operation of television stationsWDLP-TV (Channel 22, formerly known asWDLP-TV), its derivative digital television station WDLP-DT (Channel 3, formerly known as WDLP-DT) in Key West, Florida and WSBS-CA (Channel 50, formerly known as WDLP-CA) in Miami, Florida, pursuant to that certain asset purchase agreement, dated as of July 12, 2005, and as amended on September 19, 2005, October 19, 2005 and January 6, 2006, with WDLP Broadcasting Company, LLC, WDLP Licensed Subsidiary, LLC, Robin Broadcasting Company, LLC, and Robin Licensed Subsidiary, LLC (collectively, the “Seller”).WSBS-TV-DT and WSBS-CA are operating as one television operation, branded as “MEGA TV”, serving the South Florida market. MEGA TV debuted on the air on March 1, 2006.

In connection with the closing, Mega Media paid an aggregate purchase price equal to $37.6 million, consisting of: (i) cash in the amount of $17.0 million; (ii) a thirty-four month, non-interest-bearing secured promissory note in the principal amount of $18.5 million (present valued at approximately $14.8 million at the closing), which we have guaranteed and is secured by the assets acquired in the transaction; (iii) deposits of $0.5 million and $1.0 million made on July 13, 2005 and January 6, 2006, respectively; and (iv) two extension payments of $0.3 million made on September 1, 2005 and January 6, 2006, respectively, in consideration for the extensions of the closing date.

In addition, as part of the television station acquisition, we entered into an advertising agreement with the Sellers that provides them with up to $2.0 million per year, for the three years following closing, of commercial advertising time in any of our broadcasting stations. Accordingly, we recognized this liability to provide commercial advertising as part of consideration given for the acquisition and recorded a liability (unearned revenue) of approximately $5.3 million at the closing, which represents the present value of commercial advertising due.

We continuously evaluate opportunities to make strategic acquisitions, primarily in the largest Hispanic markets in the United States. We engage in discussions regarding potential acquisitions from time to time in the ordinary course of business. We anticipate that any future acquisitions would be financed through funds generated from permitted debt financing, equity financing, operations, asset sales or a combination of these sources. However, there can be no assurance that financing from any of these sources, if necessary and available, can be obtained on favorable terms for future acquisitions.

New Accounting Pronouncements

See Note 8 of the Notes to Unaudited Condensed Consolidated Financial Statements.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

As of June 30, 2006, there are no material changes in the qualitative and quantitative analysis regarding market risk described in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk,” of our most recently issued Annual Report onForm 10-K for the year ending December 31, 2005.

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Item 4.   Controls and Procedures

Evaluation Of Disclosure Controls And Procedures.  Our principal executive and financial officers have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined underRule 13a-15(e) of the Exchange Act of 1934 (the “Exchange Act”) to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive and financial officers concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes In Internal Control Over Financial Reporting.  There has been no change in our internal control over financial reporting during the fiscal quarter ended June 30, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1.   Legal Proceedings

The information set forth under Note 5 contained in the “Notes to Unaudited Condensed Consolidated Financial Statements” of this Quarterly Report onForm 10-Q is incorporated by reference in answer to this Item.

Item 1A.   Risk Factors

In addition to the other information set forth in this Quarterly Report onForm 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report onForm 10-K for the year ended December 31, 2005, which could materially affect our business, financial condition or future results. The risks described in our Annual Report onForm 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial conditionand/or operating results.

Item 4.   Submission of Matters to a Vote of Security Holders

The election of our board of directors and the approval of the Spanish Broadcasting System, Inc. 2006 Omnibus Equity Compensation Plan (the “Omnibus Plan”) were submitted to a vote of security holders, through the solicitation of proxies pursuant to Section 14A under the Securities Exchange Act of 1934, as amended, at the annual meeting of stockholders held on July 18, 2006 (the “Annual Meeting”).

At the Annual Meeting, our shareholders approved the (i) election of six director nominees to hold office until their successors are duly elected and qualified and (ii) Omnibus Plan. The voting results relating to the director elections and the Omnibus Plan are set forth in the tables below.

			Votes Against/
Directors	Votes For		Withheld
Raúl Alarcón, Jr.		270,219,650		9,987,942
Pablo Raúl Alarcón, Sr.		270,166,884		10,040,708
Antonio S. Fernandez		279,178,165		1,029,427
Jose A. Villamil		279,510,064		697,528
Dan Mason		279,510,235		697,357
Jason L. Shrinsky		270,091,543		10,116,049

There were no broker non-votes.

Proposal	Votes For		Votes Against		Abstentions
Omnibus Plan		269,304,340		1,206,481		53,891

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Item 5.   Other Information

The Spanish Broadcasting System, Inc. 2006 Omnibus Equity Compensation Plan

At the Annual Meeting, our shareholders approved the Spanish Broadcasting System, Inc. 2006 Omnibus Equity Compensation Plan, effective as of July 18, 2006 (the “Omnibus Plan”). The Company’s Board of Directors previously approved the Omnibus Plan at a meeting held on May 3, 2006, subject to shareholder approval.

In connection with the approval of the Omnibus Plan, our shareholders also approved that (i) the compensation attributable to grants under the Omnibus Plan qualify for an exemption from the $1,000,000 deduction limit under Section 162(m) of the Internal Revenue Code (the “Code”), (ii) incentive stock options meet the requirements of the Code, and (iii) the Omnibus Plan meet the NASDAQ listing requirements.

The Omnibus Plan provides that grants may be made to participants in any of the following forms: (i) incentive stock options, (ii) nonqualified stock options, (iii) stock appreciation rights (“SARs”), (iv) stock units, (v) stock awards, (vi) dividend equivalents, and (vii) other stock-based awards.

The Omnibus Plan authorizes up to 3,500,000 shares of our common stock (“Company Stock”) for issuance, subject to adjustment in certain circumstances. If and to the extent options and SARs granted under the Omnibus Plan terminate, expire or are cancelled, forfeited, exchanged or surrendered without being exercised or if any stock awards, stock units, dividend equivalents or other stock-based awards are forfeited or terminated prior to vesting, or otherwise not paid in full, the shares subject to such grants will become available again for purposes of the Omnibus Plan. In addition, the Omnibus Plan provides that if any shares of Company Stock are surrendered to pay the exercise price of an option or withheld for purposes of satisfying our minimum tax withholding obligations with respect to a grant, such shares will also again become available for grant under the Omnibus Plan. If SARs are exercised, only the net number of shares actually issued upon exercise will be considered issued. If any grants under the Omnibus Plan are paid in cash, and not in shares of Company Stock, any shares subject to such grant will also again become available for grant under the Omnibus Plan.

The Omnibus Plan provides that the maximum aggregate number of shares of Company Stock that may be made with respect to grants, other than dividend equivalents, to any individual during any calendar year is 1,000,000 shares, subject to adjustments. In addition, the maximum aggregate number of shares of Company Stock with respect to grants of stock units, stock awards and other stock-based awards that may be made to any individual during a calendar year is also 1,000,000 shares, subject to adjustments.

A copy of the Omnibus Plan is filed as Exhibit 10.1 to this report. The foregoing description of the Omnibus Plan is qualified in its entirety by reference to the actual agreement.

Item 6.   Exhibits

(a)   Exhibits —

3	.1	—	Third Amended and Restated Certificate of Incorporation of Spanish Broadcasting System, Inc. (the “Company”), dated September 29, 1999 (incorporated by reference to the Company’s 1999 Registration Statement onForm S-1 (Commission FileNo. 333-85499) (the “1999 Registration Statement”)) (Exhibit A to this exhibit is incorporated by reference to the Company’s Current Report onForm 8-K, dated March 25, 1996 (the “1996 Current Report”).
3	.2	—	Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Company, dated September 29, 1999 (incorporated by reference to Exhibit 3.2 of the Company’s 1999 Registration Statement).
3	.3	—	Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.3 of the Company’s 1999 Registration Statement).
3	.4	—	Certificate of Elimination of 141/4% Senior Exchangeable Preferred Stock, Series A of the Company, dated October 28, 2003 (incorporated by reference to Exhibit 3.3 of the Company’s Quarterly Report onForm 10-Q, dated November 14, 2003 (the “11/14/03 Quarterly Report”)).
4	.1	—	Article V of the Third Amended and Restated Certificate of Incorporation of the Company, dated September 29, 1999 (incorporated by reference to Exhibit 3.1 of the Company’s 1999 Registration Statement).

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4	.2	—	Certificate of Designations dated October 29, 2003 Setting Forth the Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the 103/4% Series A Cumulative Exchangeable Redeemable Preferred Stock of Spanish Broadcasting System, Inc. (incorporated by reference to Exhibit 4.1 of the Company’s 11/14/03 Quarterly Report).
4	.3	—	Certificate of Designations dated October 29, 2003 Setting Forth the Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the 103/4% Series B Cumulative Exchangeable Redeemable Preferred Stock of Spanish Broadcasting System, Inc. (incorporated by reference to Exhibit 4.2 of the Company’s 11/14/03 Quarterly Report).
4	.4	—	Indenture dated June 29, 1994 among the Company, IBJ Schroder Bank & Trust Company, as Trustee, the Guarantors named therein and the Purchasers named therein (incorporated by reference to Exhibit 4.1 of the Company’s 1994 Registration Statement onForm S-4 (the “1994 Registration Statement”).
4	.5	—	First Supplemental Indenture dated as of March 25, 1996 to the Indenture dated as of June 29, 1994 among the Company, the Guarantors named therein and IBJ Schroder Bank & Trust Company, as Trustee (incorporated by reference to the 1996 Current Report).
4	.6	—	Second Supplemental Indenture dated as of March 1, 1997 to the Indenture dated as of June 29, 1994 among the Company, the Guarantors named therein and IBJ Schroder Bank & Trust Company, as Trustee (incorporated by reference to the 1996 Current Report).
4	.7	—	Supplemental Indenture dated as of October 21, 1999 to the Indenture dated as of June 29, 1994 among the Company, the Guarantors named therein and IBJ Schroder Bank & Trust Company, as Trustee (incorporated by reference to the Company’s 1999 Registration Statement).
4	.8	—	Indenture with respect to 95/8% Senior Subordinated Notes due 2009 with The Bank of New York as Trustee, dated November 2, 1999 (incorporated by reference to the Current Report onForm 8-K dated November 2, 1999 (the “1999 Current Report”)).
4	.9	—	Indenture with respect to 95/8% Senior Subordinated Notes due 2009 with the Bank of New York as Trustee, dated June 8, 2001 (incorporated by reference to the Company’s Registration Statement onForm S-3, filed on June 25, 2001 (the “2001Form S-3”).
4	.10	—	Form of stock certificate for the Class A common stock of the Company (incorporated by reference to the Company’s 1999 Registration Statement).
4	.11	—	Certificate of Elimination of 141/4% of Senior Exchangeable Preferred Stock, Series A of the Company, dated October 28, 2003 (incorporated by reference to Exhibit 3.3 of the Company’s Quarterly Report onForm 10-Q filed November 14, 2003).
4	.12	—	Certificate of Designation Setting Forth the Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series C Convertible Preferred Stock of the Company (“Certificate of Designation of Series C Preferred Stock”) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report onForm 8-K filed on December 27, 2004).
4	.13	—	Certificate of Correction to Certificate of Designation of Series C Preferred Stock of the Company dated January 7, 2005 (incorporated by reference to Exhibit 4.13 of the Company’s Annual Report filed onForm 10-K for the fiscal year 2004).
10	.1	—	Employment Agreement dated as of November 21, 2005, effective January 3, 2006 between the Company and Cynthia Hudson-Fernandez (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 6, 2006).
10	.2	—	Spanish Broadcasting System, Inc. 2006 Omnibus Equity Compensation Plan.
14	.1	—	Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Company’s 2004Form 10-K).
31(i)	.1	—	Chief Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(i)	.2	—	Chief Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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32	.1	—	Chief Executive Officer’s Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32	.2	—	Chief Financial Officer’s Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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.

SPANISH BROADCASTING SYSTEM, INC.

By:  /s/  JOSEPH A. GARCÍA

JOSEPH A. GARCÍA

Executive Vice President, Chief

Financial Officer and Secretary

(principal financial and accounting

officer and duly authorized

officer of the registrant)

Date: August 8, 2006

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(a)   Exhibits —

3	.1	—	Third Amended and Restated Certificate of Incorporation of Spanish Broadcasting System, Inc. (the “Company”), dated September 29, 1999 (incorporated by reference to the Company’s 1999 Registration Statement onForm S-1 (Commission FileNo. 333-85499) (the “1999 Registration Statement”)) (Exhibit A to this exhibit is incorporated by reference to the Company’s Current Report onForm 8-K, dated March 25, 1996 (the “1996 Current Report”).
3	.2	—	Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Company, dated September 29, 1999 (incorporated by reference to Exhibit 3.2 of the Company’s 1999 Registration Statement).
3	.3	—	Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.3 of the Company’s 1999 Registration Statement).
3	.4	—	Certificate of Elimination of 141/4% Senior Exchangeable Preferred Stock, Series A of the Company, dated October 28, 2003 (incorporated by reference to Exhibit 3.3 of the Company’s Quarterly Report onForm 10-Q, dated November 14, 2003 (the “11/14/03 Quarterly Report”)).
4	.1	—	Article V of the Third Amended and Restated Certificate of Incorporation of the Company, dated September 29, 1999 (incorporated by reference to Exhibit 3.1 of the Company’s 1999 Registration Statement).
4	.2	—	Certificate of Designations dated October 29, 2003 Setting Forth the Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the 103/4% Series A Cumulative Exchangeable Redeemable Preferred Stock of Spanish Broadcasting System, Inc. (incorporated by reference to Exhibit 4.1 of the Company’s 11/14/03 Quarterly Report).
4	.3	—	Certificate of Designations dated October 29, 2003 Setting Forth the Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the 103/4% Series B Cumulative Exchangeable Redeemable Preferred Stock of Spanish Broadcasting System, Inc. (incorporated by reference to Exhibit 4.2 of the Company’s 11/14/03 Quarterly Report).
4	.4	—	Indenture dated June 29, 1994 among the Company, IBJ Schroder Bank & Trust Company, as Trustee, the Guarantors named therein and the Purchasers named therein (incorporated by reference to Exhibit 4.1 of the Company’s 1994 Registration Statement onForm S-4 (the “1994 Registration Statement”).
4	.5	—	First Supplemental Indenture dated as of March 25, 1996 to the Indenture dated as of June 29, 1994 among the Company, the Guarantors named therein and IBJ Schroder Bank & Trust Company, as Trustee (incorporated by reference to the 1996 Current Report).
4	.6	—	Second Supplemental Indenture dated as of March 1, 1997 to the Indenture dated as of June 29, 1994 among the Company, the Guarantors named therein and IBJ Schroder Bank & Trust Company, as Trustee (incorporated by reference to the 1996 Current Report).
4	.7	—	Supplemental Indenture dated as of October 21, 1999 to the Indenture dated as of June 29, 1994 among the Company, the Guarantors named therein and IBJ Schroder Bank & Trust Company, as Trustee (incorporated by reference to the Company’s 1999 Registration Statement).
4	.8	—	Indenture with respect to 95/8% Senior Subordinated Notes due 2009 with The Bank of New York as Trustee, dated November 2, 1999 (incorporated by reference to the Current Report onForm 8-K dated November 2, 1999 (the “1999 Current Report”)).
4	.9	—	Indenture with respect to 95/8% Senior Subordinated Notes due 2009 with the Bank of New York as Trustee, dated June 8, 2001 (incorporated by reference to the Company’s Registration Statement onForm S-3, filed on June 25, 2001 (the “2001Form S-3”).
4	.10	—	Form of stock certificate for the Class A common stock of the Company (incorporated by reference to the Company’s 1999 Registration Statement).
4	.11	—	Certificate of Elimination of 141/4% of Senior Exchangeable Preferred Stock, Series A of the Company, dated October 28, 2003 (incorporated by reference to Exhibit 3.3 of the Company’s Quarterly Report onForm 10-Q filed November 14, 2003).

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4	.12	—	Certificate of Designation Setting Forth the Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series C Convertible Preferred Stock of the Company (“Certificate of Designation of Series C Preferred Stock”) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report onForm 8-K filed on December 27, 2004).
4	.13	—	Certificate of Correction to Certificate of Designation of Series C Preferred Stock of the Company dated January 7, 2005 (incorporated by reference to Exhibit 4.13 of the Company’s Annual Report filed onForm 10-K for the fiscal year 2004).
10	.1	—	Employment Agreement dated as of November 21, 2005, effective January 3, 2006 between the Company and Cynthia Hudson-Fernandez (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 6, 2006).
10	.2	—	Spanish Broadcasting System, Inc. 2006 Omnibus Equity Compensation Plan.
14	.1	—	Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Company’s 2004Form 10-K).
31(i)	.1	—	Chief Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(i)	.2	—	Chief Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	.1	—	Chief Executive Officer’s Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32	.2	—	Chief Financial Officer’s Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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