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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
COMMISSION FILE NUMBER: 001-12223
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UNIVISION COMMUNICATIONS INC.
INCORPORATED IN DELAWARE
I.R.S. EMPLOYER IDENTIFICATION NUMBER: 95-4398884
1999 AVENUE OF THE STARS, SUITE 3050
LOS ANGELES, CALIFORNIA 90067
TEL: (310) 556-7676
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Class A Common Stock, Par Value $.01 New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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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 /X/ NO / /.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
There were 135,762,762 shares of Class A Common Stock, $.01 par value,
outstanding as of February 5, 2001. The aggregate market value of the Class A
Common Stock of the Company held by non-affiliates on February 5, 2001 was
approximately $5,400,000,000. This calculation does not include the value of any
of the outstanding shares of Class P, Class T or Class V Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held May 9, 2001 are incorporated by reference into
Part III hereof.
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TABLE OF CONTENTS
PART I
ITEM 1. Business.................................................... 2
The Hispanic Audience in the United States.................. 4
Ratings..................................................... 5
The Network................................................. 7
Galavision Network.......................................... 9
Programming................................................. 9
Program License Agreements.................................. 10
The O&Os.................................................... 11
Advertising................................................. 14
Marketing................................................... 15
Competition................................................. 15
Material Patents, Trademarks, Licenses, Franchises and
Concessions................................................. 16
Employees................................................... 16
Federal Regulation and New Technologies..................... 16
ITEM 2. Properties.................................................. 26
ITEM 3. Legal Proceedings........................................... 26
ITEM 4. Submission of Matters to a Vote of Security Holders......... 26
PART II
ITEM 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 28
ITEM 6. Selected Financial Data..................................... 29
ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 30
ITEM 7A. Quantitative and Qualitative Disclosures About Market
Risk........................................................ 37
ITEM 8. Financial Statements and Supplementary Data................. 38
ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures................................... 38
PART III
ITEM 10. Directors and Executive Officers of the Registrant.......... 38
ITEM 11. Executive Compensation...................................... 38
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 38
ITEM 13. Certain Relationships and Related Transactions.............. 38
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K......................................................... 39
1
PART I
ITEM 1. BUSINESS
Univision Communications Inc. and its wholly owned subsidiaries (the
"Company") is the leading Spanish-language television broadcaster in the U.S.,
reaching more than 92% of all Hispanic Households and having an 84% average
share in prime time of the U.S. Spanish-language network television audience in
the 1999-2000 season. Univision Network (the "Network"), which is the most
watched television network (English- or Spanish-language) among Hispanic
Households, provides the Company's broadcast and cable affiliates with 24 hours
per day of Spanish-language programming with a prime time schedule of
substantially all first run programming (i.e., no reruns) throughout the year.
As a leading, vertically-integrated television broadcaster, the Company's
owned-and-operated 12 full-power (11 of which are affiliated with the Network)
and seven low-power UHF stations (the "O&Os") represented approximately 77% of
its Network broadcast distribution as of December 31, 2000. These full-power
O&Os are located in 11 of the top 15 designated market areas ("DMAs") in terms
of numbers of Hispanic Households--Los Angeles, New York, Miami, San Francisco,
Chicago, Houston, San Antonio, Dallas, Phoenix, Fresno and Sacramento. As of
December 31, 2000, the Company had affiliation agreements with an additional 12
full-power and 21 low-power television stations ("Affiliated Stations") and
approximately 1,164 cable affiliates. Each of the Company's full-power O&Os and
full-power Affiliated Stations ranks first in Spanish-language television
viewership in its DMA. The Company also owns Galavision, a Spanish-language
cable network that reaches approximately 3.6 million Hispanic cable and direct
broadcast system subscribers, representing approximately 65% of all Hispanic
Households that subscribed to cable and direct broadcast systems. For purposes
of this annual report, Hispanic Households mean all U.S. households with a head
of household who is of Hispanic descent or origin, regardless of the language
spoken in the household. The Network means the Company's Spanish-language
television network.
The Company believes that the breadth and diversity of its programming
provides it with a competitive advantage over both Spanish-language broadcasters
and English-language broadcasters in appealing to Hispanic viewers. The
Company's programming is similar to that of major English-language networks and
includes NOVELAS (long-term mini-series), national and local newscasts, variety
shows, children's programming, mini-series, musical specials, movies, sporting
events and public affairs programs. The Televisa Program License Agreement
provides the Company with long-term access to first-rate programming produced by
Grupo Televisa, S.A. de C.V. and it's affiliates ("Televisa"). Televisa-produced
NOVELAS are popular throughout the world and are among the Company's highest
rated programs. The Company has a similar Program License Agreement with
Corporacion Venezolana de Television, C.A. and its affiliates ("Venevision").
The Company also produces a variety of programs specifically tailored to meet
the tastes, preferences and information needs of the Hispanic audience. In
addition, the Company has televised World Cup Soccer since 1978, and has
obtained the U.S. Spanish-language broadcast rights to this widely watched event
for 2002 and 2006.
On March 2, 2000, the Company lent $110,000,000 to Entravision
Communications Company, L.L.C., which increased the Company's convertible
promissory note from $10,000,000 to $120,000,000. On August 2, 2000, the Company
converted its $120,000,000 convertible promissory note of Entravision
Communications Company, L.L.C., into an approximate 20% equity interest in
Entravision Communications Corporation ("Entravision"). The Entravision stock
began trading on the New York Stock Exchange on August 2, 2000. Furthermore, on
August 2, 2000, in connection with Entravision's initial public offering, the
Company invested an additional $100,000,000 to purchase an additional
approximately 6% equity interest in Entravision. Consequently, as of August 7,
2000, the Company had an aggregate investment in Entravision of $220,000,000,
representing an approximate 26% equity interest. On August 9, 2000, the
underwriters of Entravision's initial public offering exercised their option to
purchase an additional 6,900,000 shares of Entravision stock, which lowered the
Company's equity interest in Entravision to approximately 25%. Subsequently, the
Company purchased additional shares of Entravision stock in the open market
totaling $142,000,000, primarily using borrowings from its bank credit
facilities. The Company
2
provided the funding for the Entravision transactions through August 7, 2000, by
borrowings aggregating $120,000,000 from its bank credit facilities and the
remainder with cash from operations. At December 31, 2000, the Company had an
investment in Entravision of $361,279,000, representing an approximate 32%
equity interest. At December 31, 2000, the Company's equity interest in
Entravision's net book value approximates the carrying value of the Company's
investment in Entravision. During 2000, the Company reported an equity loss from
unconsolidated subsidiary of $3,382,000, which represents the Company's share of
Entravision's net loss reported from August 2, 2000, through November 30, 2000.
The Company recognizes its share of Entravision's net income or loss on a
one-month lag.
In mid-year, Univision Online, Inc. ("Univision Online") launched an
internet portal, UNIVISION.COM, directed at Hispanics in the United States,
Mexico and Latin America. The Company began advertising UNIVISION.COM nationally
on the Network during the third quarter of 2000, and Univision Online began
accepting client advertising on UNIVISION.COM during the latter part of the
fourth quarter of 2000. Hispanic usage of the Internet is growing rapidly, with
nearly one-quarter of all Hispanic households now using the Internet. The online
Hispanic audience is forecast to grow to more than 13 million by 2005. Working
from offices in New York, Miami, Los Angeles and Mexico City, Univision Online
is producing a substantial percentage of its own Spanish-language programming
content, including streaming video featuring stars of Univision Network,
Galavision and the sports and entertainment fields. Due to the uncertainties
accompanying the launch of this new business, management is unable to predict
whether or when the Company's online services will become successful. The online
operations are expected to produce a loss in 2001, and no assurances can be
given that the Company's online operations will achieve profitability
thereafter.
On August 16, 2000, Univision Online and Fingerhut Companies Inc. (the
"Members") formed the joint venture Cocorojo L.L.C. ("Cocorojo"). The Members
own, manage and operate an Internet web site primarily to conduct e-commerce and
online direct marketing. Under the terms of the agreement, the Members have
approximately equal interests in the joint venture and will share profits and
losses equally. Currently, the joint venture operates through Fingerhut's
existing web site; however, upon achievement of certain revenue levels, the
agreement allows the Members to develop and build a self-contained web site. The
agreement has a total capital expenditure limitation of $6,000,000 for the
construction of the web site, should it occur, that will be shared equally
between the Members. At December 31, 2000, the Company had contributed $465,000
to the joint venture and reported an equity loss from unconsolidated subsidiary
of $618,000. At December 31, 2000, the Company's equity interest in Cocorojo's
net book value approximates the carrying value of the Company's investment in
the joint venture. During 2000, Univision Online recognized net revenues of
$270,000 related to advertising purchased by Cocorojo on UNIVISION.COM, and
Cocorojo reported the $270,000 as advertising costs.
On August 31, 2000, Ask Jeeves, Inc. ("Ask Jeeves"), a leading provider of
question-answering technologies and services, and the Company announced the
creation of the joint venture Ask Jeeves en Espanol, Inc. ("Ask Jeeves en
Espanol"), to serve the world's diverse Spanish-speaking population. The
partnership will create a Spanish-language version of ASK.COM to provide the
Internet's more than 27 million Spanish-speaking users with the same natural
language and intuitive online experience enjoyed by the more than 44 million
users of Ask Jeeves's technology. Ask Jeeves en Espanol also plans to launch Ask
Jeeves Business Solutions for the growing number of companies moving online to
serve the Spanish-speaking world. Ask Jeeves en Espanol will be equally owned by
Ask Jeeves and the Company and is accounted for under the equity method. The
Company invested $40,000,000 in Ask Jeeves en Espanol by borrowings from its
Revolving Credit Facility. At December 31, 2000, the Company had an investment
in Ask Jeeves en Espanol of $39,360,000 and reported an equity loss from
unconsolidated subsidiary of $828,000 during 2000. At December 31, 2000, the
Company's equity interest in Ask Jeeves en Espanol's net book value approximates
the carrying value of the Company's investment in the joint venture.
On December 7, 2000, the Company announced that it will acquire USA
Broadcasting for $1.1 billion cash. The acquisition will expand the Company's
ability to serve the Hispanic community and will provide the Company with
duopolies in seven of the top eight Hispanic markets. Under the agreement, the
3
Company will acquire USA Broadcasting's 13 fully owned full-power television
stations and minority interests in 4 additional full-power television stations.
The fully owned stations are in the key markets of Los Angeles, New York,
Chicago, Philadelphia, Boston, Miami, Dallas, Atlanta, Tampa, Houston, Cleveland
and Orlando, and the minority-interest stations are in San Francisco,
Washington, Denver and St. Louis. The acquisition, which has been approved by
the Board of Directors of each company, is subject to customary closing
conditions. Regulatory approvals are also required, but the Company has agreed
to assume the risk of obtaining those approvals. The funds for this transaction
are expected to come from a new credit facility the Company is currently
negotiating with a consortium of banks to expand and replace its existing and
temporary credit agreements and with income from operations. The Company expects
to finalize the new credit agreement during the first half of 2001.
THE HISPANIC AUDIENCE IN THE UNITED STATES
Management believes that Spanish-language television, in general, and the
Company, in particular, have benefited and will continue to benefit from a
number of factors, including projected Hispanic population growth, high
Spanish-language retention among Hispanics, increasing Hispanic buying power and
greater advertiser spending on Spanish-language media. The research data
provided below, pertaining to the Hispanic audience in the United States, was
derived from "The Hispanic Consumer Market Report in 1999 and Forecasts to 2020:
Standard & Poor's DRI, 2000."
HISPANIC POPULATION GROWTH AND CONCENTRATION.. The Company's audience
consists almost exclusively of Hispanics, one of the most rapidly growing
segments of the U.S. population. The overall Hispanic population is growing at
approximately five times the rate of the non-Hispanic U.S. population and is
expected to grow to 33.6 million and 43.7 million (12.1% and 14.6% of the total
U.S. population) in 2001 and 2010, respectively. Approximately 50% of all
Hispanics are located in the seven U.S. cities with the largest Hispanic
populations, and the Company owns a station in each of these cities.
SPANISH LANGUAGE USE. Approximately 68% of all Hispanics, regardless of
income or educational level, speak Spanish at home. This percentage is expected
to remain relatively constant through 2010. Consequently the number of Hispanics
speaking Spanish in the home is expected to increase significantly in the
foreseeable future. As shown in the chart below, the number of Hispanics who
speak Spanish in the home is expected to grow from 16.2 million in 1990 to
22.7 million in 2001 and 29.3 million in 2010. The Company believes that the
strong Spanish-language retention among Hispanics indicates that the Spanish-
language media has been and will continue to be an important source of news,
sports and entertainment for Hispanics.
SPANISH LANGUAGE USE
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Hispanic Population in Millions
1980 1985 1990 1995 2000 2005 2010
Population 15.6 19.3 23.7 27.5 32.5 38.2 43.7
Speak Spanish at Home 10.6 13.2 16.2 18.7 22.0 25.8 29.3
Source: Standard & Poor's DRI
4
GREATER HISPANIC BUYING POWER. The Hispanic population represents estimated
total consumer expenditures of $480 billion in 2001 (7.4% of the total U.S.
consumer expenditures), an increase of 123% since 1990. Hispanics are expected
to account for $1 trillion of U.S. consumer spending (9.5% of the U.S. total
consumer expenditures) by 2010, far outpacing the expected growth in total U.S.
consumer expenditures.
In addition to the anticipated growth of the Hispanic population, the
Hispanic audience has several other characteristics that the Company believes
make it attractive to advertisers. The Company believes the larger size
(averaging 3.5 persons per household compared to the general public's average of
2.6 persons per household) and younger age of Hispanic Households leads
Hispanics to spend more per household on many categories of goods. The average
Hispanic Household spends 49% more per year on food at home, 24% more on
clothing, 88% more on footwear, 19% more on phone services, and 52% more on
laundry and household cleaning products than the average non-Hispanic household.
Hispanics are expected to continue to account for a disproportionate share of
growth in spending nationwide in many important consumer categories as the
Hispanic population and its disposable income continue to grow. These factors
make Hispanics an attractive target audience for many major U.S. advertisers.
INCREASED SPANISH-LANGUAGE ADVERTISING. According to "Hispanic Business"
magazine, $2.4 billion of total advertising expenditures were directed towards
Spanish-language media in 2000, representing an annual compound growth rate of
18.6% since 1993. Of these amounts, approximately 53% of the $2.4 billion in
advertising expenditures in 2000 targeting Hispanics was directed towards
Spanish-language television advertising. The Company believes that major
advertisers have found that Spanish-language television advertising is a more
cost-effective means to target the growing Hispanic audience than English-
language broadcast media. See "--Advertising."
RATINGS
During the last five years, the Company has consistently ranked first in
prime time television among all Hispanic adults. In addition, the Company has
successfully increased its audience ratings compared to both the
Spanish-language and the English-language broadcast networks. Spanish-language
television prime time is from 7 p.m. to 11 p.m., Eastern and Pacific Standard
Times, Sunday through Saturday. English-language television prime time is from
8 p.m. to 11 p.m., Eastern and Pacific Standard Times, Monday through Saturday
and 7 p.m. to 11 p.m., Eastern and Pacific Standard Times, Sunday. The following
table shows that the Company's prime time audience ratings, Sunday through
Saturday during
5
the last five years, among Hispanic adults aged 18 to 49, the age segment most
targeted by advertisers, is considerably higher than the other networks:
PRIME TIME RATINGS AMONG HISPANIC ADULTS AGED 18 TO 49
NETWORK 1996 1997 1998 1999 2000
- ------- -------- -------- -------- -------- --------
Univision............................................. 9.0 10.1 10.2 11.0 9.7
ABC................................................... 2.7 2.3 2.0 2.1 2.2
CBS................................................... 1.7 1.5 1.3 1.3 1.3
FOX................................................... 3.2 2.9 2.7 2.5 2.4
NBC................................................... 3.2 2.5 2.3 2.2 2.1
Telemundo............................................. 2.1 1.6 1.5 1.4 2.5
Univision share....................................... 41.1% 48.3% 51.0% 53.7% 48.0%
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Source: Nielsen Hispanic Television Index ("NHTI")
In addition, as shown in the following table, the Company has consistently
had between 90% and 100% of the 20 most widely watched programs among all
Hispanic Households during the past five years:
THE 20 MOST WIDELY WATCHED PROGRAMS
AMONG HISPANIC HOUSEHOLDS BY NETWORK FOR NOVEMBER
PROGRAM
RANK 1996 1997 1998 1999 2000
- --------------------------------- -------- -------- -------- -------- --------
1................................ UVN UVN UVN UVN UVN
2................................ UVN UVN UVN UVN UVN
3................................ UVN UVN UVN UVN UVN
4................................ UVN UVN UVN UVN UVN
5................................ UVN UVN UVN UVN UVN
6................................ UVN UVN UVN UVN UVN
7................................ UVN UVN UVN UVN UVN
8................................ UVN UVN UVN UVN UVN
9................................ UVN UVN UVN UVN UVN
10............................... UVN UVN UVN UVN UVN
11............................... UVN UVN UVN UVN UVN
12............................... UVN UVN UVN UVN UVN
13............................... UVN UVN UVN UVN UVN
14............................... UVN UVN UVN UVN UVN
15............................... UVN UVN UVN UVN UVN
16............................... UVN UVN UVN UVN UVN
17............................... UVN UVN UVN UVN UVN
18............................... ABC UVN FOX UVN UVN
19............................... UVN UVN UVN UVN UVN
20............................... FOX UVN UVN UVN UVN
---- ---- ----- ---- -----
Univision share.................. 90% 100% 95% 100% 100%
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Source: NHTI
6
THE NETWORK
The Network is the leading Spanish-language television network in the U.S.
From its operations center in Miami, the Network provides the Company's
affiliates via satellite with 24 hours of Spanish-language programming per
broadcast day with a prime time schedule of substantially all first-run
programming (I.E., no re-runs) throughout the year. The operations center also
provides production facilities for the Network's news and entertainment
programming.
The Network produces and acquires programs, makes those programs available
to the Company's affiliates and sells network advertising. The full-power O&Os
and full-power Affiliated Stations together reach approximately 6.5 million, or
approximately 72%, of Hispanic Households. The low-power O&Os and low-power
Affiliated Stations (including translators) together reach approximately
607,000, or approximately 7%, of Hispanic Households. The cable affiliates and
direct broadcast systems reach approximately 1,187,000, or approximately 13%, of
Hispanic Households.
Through the Company's ownership of the O&Os, it controls approximately 77%
of the Network's broadcast distribution.
AFFILIATION AGREEMENTS. Each of the Company's affiliates has the right to
preempt (I.E., to decline to broadcast at all or at the time scheduled by the
Network), without prior Network permission, any and all Network programming that
it deems unsatisfactory, unsuitable or contrary to the public interest or to
substitute programming it believes is of greater local interest, provided that
the Network consents to any rescheduling of preempted programming. If an
affiliate of the Company preempts a Network program and no suitable substitute
broadcast time is mutually agreed upon, the Network is permitted to offer the
program to any other television station or cable service in the DMA served by
such affiliate of the Company.
Each affiliation agreement grants the Company's affiliate the right of first
refusal to the Network's entire program schedule. The affiliation agreements
generally provide that 50% of all advertising time be retained by the Network
for Network advertising and the other 50% of the time be allocated to the
Company's affiliate for local and national spot advertising. However, this
allocation may be modified at the Company's discretion.
The Affiliated Stations retain 100% of all local advertising revenues, and
the Network retains 100% of Network advertising revenues.
The Network from time to time may enter into affiliation agreements with
additional stations in new DMAs based upon its perception of the market for
Spanish-language television and the Hispanic market in the station's DMA.
CABLE AFFILIATES. The Network has historically used cable affiliates to
reach communities that could not support a Broadcast Affiliate because of the
relatively small number of Hispanic Households. Cable affiliation agreements may
cover an individual system operator or a multiple system operator. Cable
affiliation agreements are for the most part non-exclusive, thereby giving the
Network the right to license all forms of distribution in cable markets. Cable
affiliates generally receive the Network's programming for a fee based on the
number of subscribers. The Network retains 100% of the allocation of Network
advertising revenues attributable to cable affiliates and provides certain cable
affiliates with two minutes of local advertising time per hour. Cable affiliates
retain 100% of local and national advertising revenues. However, the Company
represents certain cable affiliates in national spot sales for varying fees. See
"--Federal Regulation and New Technologies."
AFFILIATE COVERAGE AND RANK. The table below sets forth certain information
with respect to the Company's affiliates' coverage and rank.
7
THE COMPANY'S AFFILIATES' COVERAGE AND RANK AMONG HISPANIC HOUSEHOLDS
AFFILIATES' RANK
AMONG
HISPANIC HOUSEHOLDS NATIONWIDE SPANISH-LANGUAGE
COVERED(B) HISPANIC HOUSEHOLDS TELEVISION
DMA(A) STATION (IN THOUSANDS) COVERED(B) STATIONS(C)(D)
- ------ -------- ------------------- ------------------- ----------------
Los Angeles(1)............... KMEX 1,532 17.1% 1(c)
New York(2).................. WXTV 1,059 11.8 1(c)
Miami(3)..................... WLTV 507 5.7 1(c)
San Francisco(4)............. KDTV 350 3.9 1(c)
Chicago(5)................... WGBO 340 3.8 1(c)
Houston(6)................... KXLN 337 3.8 1(c)
San Antonio(7)............... KWEX 323 3.6 1(c)
Dallas/Ft. Worth(8).......... KUVN 234 2.6 1(c)
Phoenix(10).................. KTVW 209 2.4 1(c)
Fresno(13)................... KFTV 179 2.0 1(c)
Sacramento(14)............... KUVS 178 2.0 1(c)
----- ----
FULL-POWER O&OS
Total full-power O&Os........ 5,248 58.7
FULL-POWER AFFILIATED STATIONS
McAllen/Brownsville(9)(e).... KNVO 209 2.3 1(c)
Albuquerque(12)(e)........... KLUZ 190 2.1 1(c)
El Paso(15)(e)............... KINT 178 2.0 1(c)
Denver(16)(e)................ KCEC 148 1.7 1(d)
Corpus Christi(20)(e)........ KORO 100 1.1 1(c)
Boston(23)(e)................ WUNI 97 1.1 1(d)
Las Vegas(25)(e)............. KINC 83 0.9 1(d)
Salinas/Monterey(26)(e)...... KSMS 60 0.7 1(d)
Laredo(31)(e)................ KLDO 53 0.6 1(d)
Yuma/El Centro(37)(e)........ KVYE 43 0.5 1(d)
Sta Barbara-Sta Maria-San
Luis Obispo(36)............ KTAS 44 0.5 1(d)
----- ----
Total full-power Affiliated
Stations................. 1,205 13.5
CABLE AFFILIATES(f)............ 1,124 12.6
DBS Systems(g)................. 63 .7
LOW-POWER BROADCAST
AFFILIATES(h)................ 607 6.7
----- ----
TOTAL AFFILIATES............... 8,247 92.2%
===== ====
- ------------------------
(a) Numbers in parentheses represent Hispanic DMA rank by number of Hispanic
Households.
(b) Source: Nielsen Media Research, Black & Hispanic DMA Market and Demographic
Rank, January 2001.
(c) Rank among the Spanish television stations in the DMA. Source Nielsen
Hispanic Station Index ("NHSI") November 2000. M-Su/6a.m.-2 a.m.
(d) Rank among the Spanish television stations in the DMA. Source Nielsen
Station Index ("NSI") November 2000. M-Su/6a.m.-2 a.m.
8
(e) Owned by Entravision.
(f) Source: Company estimate derived from Nielsen Cable On-Line Data Exchange,
January 2001.
(g) Source: Nielsen Media Research.
(h) Source: Based on Company estimates.
GALAVISION NETWORK
Galavision is the leading U.S. Spanish-language general entertainment basic
cable television network, reaching approximately 14.0 million subscribers, of
whom 3.4 million are Hispanic. In addition, Galavision reaches 10.4 million
subscribers through direct broadcast systems, of whom .2 million are Hispanic.
According to Nielsen Media Research ("Nielsen"), Galavision reaches over 65% of
all Hispanic Households that subscribe to cable and direct broadcast systems.
Galavision's line-up includes sports, music, bicultural shows, educational
children's programming, news, novelas, variety, monthly specials and movies. The
Company programs Galavision so that Galavision and the Network generally do not
run the same type of show simultaneously.
PROGRAMMING
The Company directs its programming primarily toward its young,
family-oriented audience. It begins daily with DESPIERTA AMERICA and talk and
information shows, Monday through Friday, followed by NOVELAS. In the late
afternoon and early evening, the Network offers a talk show, a news-magazine and
national news, in addition to local news provided by the O&Os. Weekend daytime
programming begins with children's programming, followed by sports, variety,
teen lifestyle shows and movies. During prime time, the Company airs NOVELAS,
variety shows, a talk show, comedies, news magazines, lifestyle shows, as well
as specials and movies. Prime time is followed by late news and a late night
talk show.
Approximately eight to ten hours of programming per weekday, including a
substantial portion of weekday prime time, are currently programmed with NOVELAS
supplied primarily by Televisa and to a lesser extent by Venevision. Although
NOVELAS have been compared to daytime soap operas on ABC, NBC or CBS, the
differences are significant. NOVELAS, originally developed as serialized books,
have a beginning, middle and end, generally run five days per week, and conclude
four to eight months after they begin. NOVELAS also have a much broader audience
appeal than soap operas, delivering audiences that contain large numbers of men,
children and teens in addition to women.
The Hispanic population is primarily young and family-oriented. The
Company's programming has been particularly successful with this young audience.
The Company's strongest demographic is among adults aged 18-34. In
November 2000, Sunday through Saturday 7 a.m. to 1 a.m., according to NHTI, the
Company had a 29% share of all Hispanic adults in this age category, which
exceeded all other broadcasters.
In 2000, the Company derived approximately 40% and 5% of its gross
advertising sales from programs produced by Televisa and Venevision,
respectively, under the amended and restated program license agreements between
the Company and Televisa and the Company and Venevision (the "Program License
Agreements"). Programming supplied by Televisa and Venevision under the Program
License Agreements and programs produced by the Company currently represent in
the aggregate approximately 93% of the Network's non-repeat broadcast hours. The
remainder primarily consists of other programs acquired from independent
third-party suppliers. All programs produced by the Network accounted for
approximately 41% of the Company's gross advertising sales in 2000. In response
to a weakening advertising sales environment, in February 2001 the Company
implemented certain cost saving measures, including cancellation of several
Univision produced programs currently on the air or in development.
9
The Company's news programming is generally produced either at the Network
facility in Miami or the local stations. The Network produces an early evening
network newscast seven days per week and a late network newscast, Monday through
Friday. All full-power O&Os produce local newscasts that reflect the communities
they serve.
PROGRAM LICENSE AGREEMENTS
Through the Program License Agreements, the Company has the first right
until December 2017 to air in the U.S. all Spanish-language programming produced
by or for Televisa and Venevision (with certain exceptions). Televisa, which is
the world's largest producer of Spanish-language television programs, is the
leading media and entertainment company in Mexico with an approximate 75% share
of Mexico's viewing audience during 2000. Venevision is Venezuela's leading
television network with an approximate 47% share of its viewing audience during
2000. The Program License Agreements provide the Network and Galavision with
access to programming to fill up to 100% of their program schedules. Televisa
and Venevision programming represented approximately 37% and 11%, respectively,
of the Network's non-repeat broadcast hours in 2000.
The Program License Agreements allow the Company long-term access to
Televisa and Venevision programs and the ability to terminate unsuccessful
programs and replace them with other Televisa and Venevision programs without
paying for the episodes that are not broadcast. Accordingly, the Company has
more programs available to it and greater programming flexibility than any of
its competitors. This program availability and flexibility has permitted the
Company to adjust programming to best meet the tastes of its viewers.
Under the Program License Agreements, the Company may license programming
from Televisa and Venevision that, when added to (i) local programs produced by
the O&Os and used on the Network, (ii) any programs produced by the Company and
(iii) any programs purchased by the Company other than from Televisa and
Venevision, will be sufficient (when including an estimated six hours of repeat
broadcasting in the case of the Venevision agreement) to fill a twenty-four hour
per day, seven day per week time schedule for each of the Network and
Galavision.
The Company's Televisa and Venevision options are prior to all third
parties' rights to obtain Televisa and Venevision produced programming for
broadcast in the U.S. Generally, the Company also has a right of first refusal
to acquire any program for which the Company did not exercise its option before
Televisa or Venevision can license such program to any third party. Any program
for which the Company elects not to exercise its right of first refusal may be
licensed to third parties for not more than one run over a period of one year
(with one rerun in the case of NOVELAS). Thereafter, such program must be made
available to the Company under the terms described above. To the extent that
Televisa or Venevision uses, or licenses a third party to use, its programming
in the United States in accordance with the terms of the Program License
Agreements, the Company would compete against such entity.
Televisa and Venevision programs available to the Company are defined under
the Program License Agreements as all programs produced by or for each of them
in the Spanish-language or with Spanish subtitles other than programs for which
they do not own U.S. broadcast rights or as to which third parties have a right
to a portion of the revenues from U.S. broadcasts ("Co-produced Programs").
Televisa and Venevision have also agreed through their affiliates to use their
best efforts to coordinate with the Company to permit the Company to acquire
U.S. Spanish-language rights to certain Co-produced Programs and to special
events produced by others, sporting events, political conventions, election
coverage, parades, pageants and variety shows.
In consideration of access to the programming of Televisa and Venevision,
the Company pays Televisa and Venevision aggregate royalties based upon time
sales of Univision Television Group, Inc. ("UTG"), the Network and Galavision
from broadcasting, including barter, trade, and television subscription
revenues, less advertising commissions, certain special event revenues, music
license fees, outside affiliate
10
compensation and taxes other than withholding taxes ("Combined Net Time Sales").
Aggregate royalties to Televisa and Venevision are 15% of Combined Net Time
Sales. The Network is obligated to pay such aggregate royalties to Televisa and
Venevision each year throughout the term regardless of the amount of Televisa
and Venevision programming used by the Company.
The Program License Agreements are between affiliates of the Company,
Televisa and Venevision and the performance of their affiliates has been
unconditionally guaranteed by the Company, Televisa and Venevision,
respectively. Pursuant to their respective guarantees, Televisa has agreed to
use commercially reasonable efforts to continue to produce programs available to
the Network at least to the same extent in terms of quality and quantity as in
calendar years 1989, 1990 and 1991 and Venevision has agreed to use commercially
reasonable efforts to produce or acquire programming sufficient to enable its
affiliate to provide at least nine hours per day of programs to the Network to
satisfy such affiliate's obligations under its Program License Agreement.
In addition, Televisa, with several partners, each of whom has substantial
assets, operates a direct broadcast satellite ("DBS") venture, which has a
variety of program services. Televisa is required to offer the Company the
opportunity to acquire a 50% economic interest in Televisa's interest in the
joint venture to the extent it relates to United States Spanish-language
broadcasting. While the Company believes that it will be offered such an
interest, the Company has not received any indication as to what the business
terms relating to such interest would be. Accordingly, the Company is not in a
position to state whether it would accept such an offer. If the venture secures
a significant viewership among Hispanic Households, it could have a material
adverse effect on the Company's financial condition and results of operations,
even if the Company decides to acquire this 50% economic interest.
Televisa asserts that the terms and conditions of its Program License
Agreement with the Company allow it, under certain circumstances, to provide any
DBS venture uplinking in Mexico for distribution in the United States with
Televisa program services which contain programs to which the Company believes
it has an exclusive first option in the United States. The Company disagrees
with Televisa's assertion and has notified Televisa of its intention to enforce
its rights by all appropriate means including, if necessary, legal action, if
Televisa provides such programs to any such DBS venture. There can be no
assurance that Televisa will desist from providing such programming to its or
other DBS ventures, or, if Televisa were not to desist, that the Company would
prevail in court.
THE O&OS
The Company owned and operated 12 full-power O&Os as of December 31, 2000,
11 of which broadcast Network programming, produce local news and other
programming of local importance, cover special events and may acquire programs
from other suppliers. UTG acts as the representative of the Company's affiliates
for national spot sales and receives a commission of 15% of net revenues after
agency commission in return for such services from its Affiliated Stations. The
Company's Bakersfield full-power station is a UPN affiliate. Each of the
full-power Network-affiliated O&Os is the leading Spanish-language television
station in its DMA.
11
As shown on the following table, three of the full-power O&Os owned by the
Company rank as the top station in their respective DMAs in the November 2000
NSI survey.
FULL-POWER O&OS' COVERAGE AND RANK AMONG HISPANICS
COMPANY'S ADULTS
SHARE 18 TO 49
DMA RANK 2001 HISPANIC 2001 HISPANIC HISPANIC SPANISH- OF SPANISH- TOTAL
(BY HISPANIC HOUSEHOLDS POPULATION HOUSEHOLD LANGUAGE LANGUAGE AUDIENCE
DMA HOUSEHOLDS)(A)(B) (IN THOUSANDS)(B) (IN THOUSANDS)(B) DENSITY(C) USE(D) VIEWING(E) RANK(F)
- --- ----------------- ----------------- ----------------- ---------- -------- ----------- ----------
Los Angeles.......... 1 1,532 6,092 28.6% 20.3% 59%(g) 1
New York............. 2 1,059 3,291 15.3 10.9 71 7
Miami................ 3 507 1,438 34.5 28.2 66 (h) 1
San Francisco........ 4 350 1,232 14.4 8.7 77 6
Chicago.............. 5 340 1,225 10.5 7.7 70 7
Houston.............. 6 337 1,157 19.3 13.5 78 2
San Antonio.......... 7 323 1,030 46.5 22.6 88 5
Dallas/Ft. Worth..... 8 234 817 11.3 8.1 73 4
Phoenix.............. 10 209 711 14.5 8.8 87 6
Fresno............... 13 179 673 34.5 21.6 90 1
Sacramento........... 14 178 614 15.0 8.2 95 7
- ------------------------
(a) The other DMAs ranked among the top fifteen by number of Hispanic Households
are McAllen/ Brownsville (9th), San Diego (11th), Albuquerque (12th) and El
Paso (15th).
(b) Source: Nielsen Media Research, Black & Hispanic DMA Market and Demographic
Rank, January 2001 estimates. In deriving its figures, Nielsen only counts
persons present in Hispanic Households.
(c) Percentage of total households that are Hispanic Households. Source: Nielsen
Media Research, Black & Hispanic DMA Market and Demographic Rank,
January 2001.
(d) Represents where the Spanish language is spoken at least 50% of the time by
adults (includes Spanish dominant and bilingual) as a percent of the total
DMA Households. Source: Nielsen Enumeration Study 2001, which sets forth
demographic attributes of Hispanic population.
(e) Source: NHSI, adults 18 to 49, November 2000, Monday to Sunday, 6 a.m. to
2 a.m.
(f) Source: NSI, adults 18 to 49, November 2000, Monday to Sunday, 6 a.m. to
2 a.m.
(g) The Los Angeles market has four full-power Spanish-language television
stations, KRCA only broadcasts part-time in Spanish.
(h) The Miami market has four Spanish-language television stations.
Set forth below is information, including ratings and performance
information based on most recently available data, for the Company's top six
O&Os.
LOS ANGELES. The Los Angeles DMA has the largest Hispanic population in the
U.S., estimated by Nielsen to be 6.1 million people as of the beginning of 2001,
and is the second largest U.S. television market overall. The Hispanic
population in Los Angeles represents 39% of that DMA's total population and 20%
of the total U.S. Hispanic population.
In November 2000, the Company's Los Angeles O&O, KMEX, posted a 59% share of
the viewers tuned to Spanish-language television from 6 a.m. to 2 a.m. Monday
through Sunday, while Telemundo-KVEA posted a 25% share and KWHY posted a 13%
share. One other full-power station in the Los Angeles DMA broadcasts part-time
in Spanish. Compared to all general market television stations in the
November 2000 NSI Report, KMEX was first in adults aged 18 to 34 ratings and
adults aged 18 to 49, and was sixth in households in the Los Angeles DMA Monday
through Sunday 6 a.m. to 2 a.m. A total
12
of 16 commercial television stations currently operate in the Los Angeles DMA.
Some of these stations simulcast their news programs and certain entertainment
programs in both English and Spanish. In addition, Nielsen estimates that cable
penetration among Hispanic Households in the Los Angeles DMA is 51%.
NEW YORK. The New York DMA has the second largest Hispanic population in
the U.S., estimated by Nielsen to be 3.3 million people at the beginning of
2001, and is the largest U.S. television market overall. The Hispanic population
in New York represents 18% of that DMA's total population and 11% of the total
U.S Hispanic population.
In November 2000, the Company's New York O&O, WXTV, was the leading
Spanish-language station with a 71% share of the audience watching
Spanish-language television (6 a.m. to 2 a.m. Monday through Sunday), while
Telemundo-WNJU posted a 29% share. Compared to all general market television
stations in the November 2000 NSI Report, WXTV ranked sixth in adults aged 18 to
34 ratings and ranked seventh in adults aged 18 to 49, Monday through Sunday,
6 a.m. to 2 a.m. A total of 14 commercial television stations service the New
York DMA. According to Nielsen, cable penetration among Hispanic Households in
the New York DMA is approximately 68%.
MIAMI. The Miami DMA has the third largest Hispanic population in the U.S.,
estimated by Nielsen to be 1.4 million people as of the beginning of 2001, and
is the sixteenth largest U.S. television market overall. The Hispanic population
in Miami represents 39% of that DMA's total population and 5% of the total U.S.
Hispanic population.
In November 2000, the Company's Miami O&O, WLTV, had a 66% share of the
audience watching Spanish-language television from 6 a.m. to 2 a.m., Monday
through Sunday. Compared to all general market television stations in the
November 2000 NSI Report, WLTV was in first place in adults aged 18 to 34,
adults aged 18 to 49 and adults aged 25 to 54 ratings and placed first in
households in the Miami market, Monday through Sunday, 6 a.m. to 2 a.m.. WLTV is
fully competitive with all English-language stations in the Miami DMA in all
major dayparts. A total of 14 commercial television stations service the Miami
DMA. In addition to the Company's WLTV and Telemundo-WSCV, which garnered a 32%
share, there are two other television stations showing some Spanish-language
programming. According to Nielsen, cable penetration among Hispanic Households
in Miami is approximately 71%.
SAN FRANCISCO. The San Francisco DMA has the fourth largest Hispanic
population in the U.S. estimated by Nielsen to be 1.2 million people as of the
beginning of 2001 and is the fifth largest television market overall. The
Hispanic population of San Francisco represents 19% of the DMA's total
population and 4% of the total U.S. Hispanic population.
In November 2000, the Company's San Francisco O&O, KDTV, had a 77% share of
the audience watching Spanish-language television from 6 a.m. to 2 a.m. Monday
through Sunday. KDTV has one Spanish-language competitor, Telemundo-KSTS.
Compared to all general market television stations in the San Francisco DMA in
the November 2000 NSI report KDTV ranked fourth among adults aged 18-34 and
sixth in adults aged 18-49. KDTV is fully competitive with certain
English-language stations in delivering young adult demographics in the San
Francisco DMA. A total of 16 commercial television stations service the San
Francisco DMA. According to Nielsen the cable penetration among Hispanic
Households in San Francisco is approximately 68%.
CHICAGO. The Chicago DMA has the fifth largest Hispanic population in the
U.S., estimated by Nielsen to be 1.2 million people at the beginning of 2001,
and is the third largest U.S. television market overall. The Hispanic population
in Chicago represents 14% of that DMA's population and 4% of the total U.S.
Hispanic population.
In November 2000, the Company's Chicago O&O, WGBO, posted a 70% share of the
audience watching Spanish-language television 6 a.m. to 2 a.m., Monday through
Sunday. WGBO has one Spanish-language competitor, Telemundo-WSNS. Compared to
all general market television stations in the Chicago
13
DMA in the November 2000 NSI report, WGBO ranked fifth among adults 18-34 and
seventh among adults 18-49. WGBO is fully competitive with certain
English-language stations in the delivery of young demographics in the Chicago
DMA, particularly adults aged 18 to 34. A total of 13 television stations
service the Chicago DMA. According to Nielsen, cable penetration among Hispanic
Households in Chicago is approximately 52%.
HOUSTON. Houston has the sixth largest Hispanic population in the U.S.,
estimated by Nielsen to be 1.2 million people as of the beginning of 2001, and
is the eleventh largest U.S. television market overall. The Hispanic population
in Houston represents 25% of that DMA's total population and 4% of the total
U.S. Hispanic population.
In November 2000, the Company's Houston O&O, KXLN, posted a 78% share of the
audience watching Spanish-language television 6 a.m. to 2 a.m., Monday through
Sunday. KXLN has one Spanish-language competitor, the Telemundo affiliate KTMD.
Compared to all general market television stations in the Houston DMA in the
November 2000 NSI Report, KXLN was ranked first in the delivery of adults aged
18 to 34 and second in adults aged 18 to 49, Monday through Sunday, 6 a.m. to
2 a.m. A total of 14 commercial television stations service the Houston DMA.
According to Nielsen, cable penetration among Hispanic Households in Houston is
approximately 44%.
The Company exercises its "must carry" rights in each DMA in which it
operates a full-power O&O.
The Company's seven low-power O&Os are located in Austin, Bakersfield, Fort
Worth, Hartford, Philadelphia, Santa Rosa and Tucson. The low-power O&Os, in the
aggregate, accounted for approximately 1% of the Company's net revenues in 2000
and approximately 2% of the Network broadcast distribution.
ADVERTISING
The Company's top 10 advertisers for 2000 were AT&T, General Motors, MCI
Communications, Procter & Gamble, Ford Division, Americatel, Sears, McDonald's,
Toyota and Kraft Foods, most of which have substantially increased advertising
commitments to the Company during the last five years. During the last five
years, no single advertiser has accounted for more than 10% of the Company's
gross advertising revenues. Approximately 98% of the Company's gross revenues
for 2000 and 1999 consisted of Network, national spot, local, Galavision and
Univision Online advertising revenues.
None of the O&Os currently receives its proportionate share of advertising
revenues commensurate with its audience share. The Company focuses much of its
sales efforts on demonstrating to advertisers its ability to reach the Hispanic
audience in order to narrow the gap between its share of advertising revenues
and its audience share.
NETWORK ADVERTISING. Network advertising revenues represented 55.2% and
52.7% of the Company's gross revenues in 2000 and 1999, respectively. The
Company attracts advertising expenditures from diverse industries, with
advertising for food and beverages, personal care products, automobiles, other
household goods and telephone services representing the majority of Network
advertising. Upfront advertising sales for the 2000-2001 season were
$501 million, an increase of 18% over the previous season. The growth in the
Upfront--the buying commitment made by major national advertisers in advance of
the coming broadcast year--represented a significant broadening of our
advertising base. Of the 92 national accounts committing to Univision Network in
the Upfront, 21 were new accounts. Univision Network is increasingly becoming a
core media buy for major advertisers.
SPOT ADVERTISING. National spot advertising represents time sold to
national and regional advertisers based outside a station's DMA. National spot
advertising revenues represented 16.7% and 17.2% of the Company's gross revenues
for 2000 and 1999, respectively. National spot advertising primarily comes from
new advertisers wishing to test a market and advertisers who are regional
retailers and manufacturers without national distribution. To a lesser degree,
national spot advertising comes from advertisers who
14
have the need to enhance network advertising in a given market. National spot
advertising is the means by which most new national and regional advertisers
begin marketing to Hispanics.
LOCAL ADVERTISING. Local advertising revenues are generated by both local
merchants and service providers and regional and national businesses and
advertising agencies located in a particular DMA. Local advertising revenues
represented 25.8% and 28.2% of the Company's gross revenues for 2000 and 1999,
respectively.
MARKETING
The Company's account executives are divided into three groups: network
sales; national spot sales; and local sales. The account executives responsible
for network sales target and negotiate with accounts that advertise nationally.
The national spot sales force represents each broadcast affiliate for all sales
placed from outside its DMAs. The local sales force represents an O&O for all
sales placed from within its DMA.
In addition, the Company's sales department utilizes research, including
both ratings and demographic information analyzed by the Company's research
department, to negotiate sales contracts as well as target major national
advertisers that are not purchasing advertising time or who are under-purchasing
advertising time on Spanish-language television.
The Company maintains Network and national sales offices in Atlanta,
Chicago, Dallas, Detroit, Irvine (California), Los Angeles, Miami, New York, San
Antonio and San Francisco.
Galavision maintains sales offices in New York, Los Angeles and Dallas. In
addition to selling advertising time from these sales offices, the Company also
maintains a cable affiliate relations sales group that is responsible for
generating cable subscriber fee revenues for the Company.
Univision Online, Inc., which launched an internet portal directed at
Hispanics in the United States, Mexico and Latin America in 2000, maintains
sales offices in Los Angeles and New York.
COMPETITION
The broadcasting and cable business is highly competitive. Competition for
advertising revenues is based on the size of the market that the particular
medium can reach, the cost of such advertising and the effectiveness of such
medium. The Company believes that it is competitive in the size of market it
reaches and the cost and effectiveness of advertising time it sells.
The Company competes for viewers and revenues with other Spanish-language
and English-language television stations and networks, including the four
principal English-language television networks, ABC, CBS, NBC and Fox, and in
certain cities, UPN and WB. Certain of these English-language networks and
others have begun producing Spanish-language programming and simulcasting
certain programming in English and Spanish. Several cable broadcasters have
recently commenced or announced their intention to commence, Spanish-language
services as well. The Company also competes for viewers and revenues with
independent television stations, other video media, suppliers of cable
television programs, direct broadcast systems, newspapers, magazines, radio and
other forms of entertainment and advertising. The Company's affiliates located
near the Mexican border also compete for viewers with television stations
operated in Mexico, many of which are affiliated with a Televisa network and
owned by Televisa.
The Company's Restated Certificate of Incorporation allows the Company to
engage in all media related business. However, neither Televisa nor Venevision
will be required to offer opportunities to the Company other than those
involving Spanish-language television broadcasting or a Spanish-language
television network in the United States. Consequently, the Company could compete
directly with Televisa and Venevision, two of its principal stockholders, in
other media and languages. Televisa currently
15
publishes and distributes Spanish-language publications and sells
Spanish-language recorded music in the United States.
Telemundo is the Company's largest competitor that broadcasts
Spanish-language television programming. As of December 31, 2000, Telemundo
served 64 markets in the United States, as well as the Puerto Rico market, and
reached approximately 85% of all Hispanic Households. In most of the Company's
DMAs, the Company's affiliates competes directly with a station owned by or
affiliated with Telemundo. In August 1998, a venture formed by Apollo Investment
Fund III L.P., Bastion Capital Fund L.P., the Sony Pictures Entertainment unit
of Sony Corp. and Liberty Media Corporation acquired Telemundo.
The rules and policies of the Federal Communications Commission ("FCC")
encourage increased competition among different electronic communications media.
As a result of rapidly developing technology, the Company may experience
increased competition from other free or pay systems by which information and
entertainment are delivered to consumers, such as direct broadcast satellite and
video dial tone services.
MATERIAL PATENTS, TRADEMARKS, LICENSES, FRANCHISES AND CONCESSIONS
In the course of its business, the Company uses various trademarks, trade
names and service marks, including its logos in its advertising and promotions.
The Company believes the strength of its trademarks, trade names and service
marks are important to its business and intends to continue to protect and
promote its marks as appropriate. The Company does not hold or depend upon any
material patent, government license, franchise or concession, except the
licenses granted by the FCC to the O&Os.
EMPLOYEES
As of December 31, 2000, the Company employed approximately 2,260 full-time
employees. At December 31, 2000, approximately 11.4% of the Company's employees,
located in Chicago, Fresno, Los Angeles, San Francisco and New York were
represented by unions.
The collective bargaining agreement covering the union employees expires at
the Chicago O&O in February 2004. The Los Angeles O&O has two collective
bargaining agreements which expire January 2003 and March 2004. The New York O&O
has three collective bargaining agreements which expire June 2003,
December 2003 and May 2004. The collective bargaining agreement covering the
union employees expires at the San Francisco O&O in April 2002. The collective
bargaining agreement covering the union employees at the Fresno O&O expires
June 2003.
Management believes that its relations with its non-union and union
employees, as well as with the union representatives, are good.
FEDERAL REGULATION AND NEW TECHNOLOGIES
The ownership, operation and sale of TV stations, including those licensed
to subsidiaries of the Company, are subject to the jurisdiction of the FCC under
authority granted it pursuant to the Communications Act of 1934, as amended (the
"Communications Act"). Matters subject to FCC oversight include, but are not
limited to, the assignment of frequency bands for broadcast television; the
approval of a TV station's frequency, location and operating power; the
issuance, renewal, revocation or modification of a TV station's FCC license; the
approval of changes in the ownership or control of a TV station's licensee; the
regulation of equipment used by TV stations; and the adoption and implementation
of regulations and policies concerning the ownership, operation, and employment
practices of TV stations. The FCC has the power to impose penalties, including
fines or license revocations, upon a licensee of a TV station for violations of
the FCC's rules and regulations.
PROGRAMMING AND OPERATION. The Communications Act requires broadcasters to
serve the "public interest." Since the late 1970s, the FCC gradually has relaxed
or eliminated many of the more formalized
16
procedures it had developed to promote the broadcast of certain types of
programming responsive to the needs of a station's community of license.
However, broadcast station licensees continue to be required to present
programming that is responsive to local community problems, needs and interests
and to maintain certain records demonstrating such responsiveness. Complaints
from viewers concerning a station's programming often will be considered by the
FCC when it evaluates license renewal applications of a licensee, although such
complaints may be filed at any time and generally may be considered by the FCC
at any time. Stations also must follow various rules promulgated under the
Communications Act that regulate, among other things, political advertising,
sponsorship identifications, the advertisement of contests and lotteries,
programming directed to children, obscene and indecent broadcasts, and technical
operations, including limits on radio frequency radiation.
NEW LICENSES. The FCC has adopted a Table of Allocations which assigns
specific television channels to specific communities. The Table of Allocations
can be changed from time to time through notice and comment rulemaking. The FCC
periodically permits applications to be filed seeking authority to construct new
television channels on unused allocated channels. The applications are subject
to public notice. If more than one party files an application for the same
unused allocation, the FCC conducts an auction at which the highest bidder is
tentatively chosen to receive a permit to construct a station on the unused
channel. After the auction, interested parties may file a petition to deny such
an application. In deciding whether to grant a challenged auction winning
application, the FCC considers the qualifications of the applicant and the
compliance of the application with its technical and other rules and
regulations. The Company currently has pending an application for authority to
construct a new full power television station on an unused allocated channel in
the Austin, Texas, market. The Company was the high bidder in the auction for
that facility. One of the unsuccessful applicants has challenged the Company's
application on technical grounds, and an FCC decision is pending.
ASSIGNMENTS AND TRANSFERS. The FCC prohibits the assignment of a license or
the transfer of control of a television or radio broadcasting license without
prior FCC approval. In order to obtain such consent, an application must be
filed with the FCC on the appropriate form, and the FCC provided with certain
information required by the form and its rules. Assignment and transfer
applications are subject to public notice, and interested parties may file a
petition to deny such an application. In deciding whether to grant an assignment
or transfer application, the FCC considers the qualifications of the assignee or
transferee, the compliance of the transaction with its multiple ownership and
other rules, and other factors in order to determine whether the public interest
would be served by such change in ownership. If the Commission finds unresolved
substantial and material questions of fact affecting whether the public interest
would be served by grant of an assignment or transfer application, it is
required to conduct an evidentiary hearing to resolve such outstanding issues.
LICENSE RENEWAL. Under FCC rules adopted in January 1997 to implement the
Telecommunications Act of 1996 (the "Telecom Act"), television station licenses
generally will be issued for an initial period of eight years, subject to
renewal upon application therefor. The FCC will ordinarily renew broadcast
licenses for the maximum eight-year term (subject to short-term renewals in
certain circumstances, such as those involving serious violations of FCC rules
by the licensee). These changes apply to all license renewals granted after the
date the new rules were adopted (regardless of when the renewal application was
filed), as well as retroactively to licenses for which the renewal application
was filed on or after October 1, 1995 if the renewal was granted prior to the
date the new rules were adopted.
With respect to broadcast renewal applications filed after May 1, 1995, the
FCC adopted new rules on April 12, 1996 to implement certain statutory changes
effected by the Telecom Act. Under these new rules, no person may submit a
competing application for the frequency licensed to the renewal applicant unless
and until the FCC has determined that the incumbent is not qualified to continue
to hold the license. However, during a certain period while the renewal
application is still pending, petitions to deny the renewal application may be
filed with the FCC. In recent years, representatives of various community
17
groups and others often have filed petitions to deny renewal applications of
broadcast stations. The FCC will grant the renewal application and dismiss the
petitions to deny if it determines that the licensee meets statutory renewal
standards based on a review of the preceding license term.
Set forth below are the license expiration dates of each O&O station:
O&O STATION LICENSE EXPIRATION DATES
DMA STATION LICENSE EXPIRATION DATE
- --- --------------- ---------------
Austin....................................... K30CE-LP(a) 8/01/06(b)
Bakersfield.................................. KUVI 12/01/06
Bakersfield.................................. KABE-LP(a) 12/01/06(c)
Chicago...................................... WGBO 12/01/05
Dallas/Fort Worth............................ KUVN 8/01/06
Dallas/Fort Worth............................ KUVN-LP(a) 8/01/06(b)
Fresno--Visalia.............................. KFTV 12/01/06
Hartford & New Haven......................... W47AD-LP(a) 4/01/07(c)
Houston...................................... KXLN 8/01/06
Los Angeles.................................. KMEX 12/01/06
Miami--Fort Lauderdale....................... WLTV 2/01/05
New York..................................... WXTV 6/01/07
Philadelphia................................. WXTV-LP(a) 8/01/07
Phoenix...................................... KTVW 10/01/06
Sacramento--Stockton--Modesto................ KUVS 12/01/06
San Antonio.................................. KWEX 8/01/06
San Francisco--Oakland--San Jose............. KDTV-LP(a) 12/01/06
San Francisco--Oakland--San Jose............. KDTV 12/01/06
Tucson (Nogales)............................. KUVE-LP(a) 10/01/06(c)
- ------------------------
(a) Low-power O&O station. Has received a certificate of eligibility for
Class A status from the FCC.
(b) This station holds a construction permit to displace from its present
channel to an alternative channel.
(c) This station is subject to displacement from its channel upon the
commencement of operations of a digital broadcast station. An application
has been filed by the Company with the FCC for permanent authority to
operate on an alternate channel. However, one or more other parties have
filed similar applications that conflict with the station's displacement
application. This matter is pending.
In each case, renewal applications must be filed with the FCC at least four
months before the expiration date of the license, and any petitions to deny must
be filed at least one month prior to the expiration date. The FCC usually does
not act on renewal applications until after the expiration date, and in the
interim, the licenses remain in effect. The Company is not aware of any reason
why any of its license renewal applications timely filed with the FCC would not
be granted.
OWNERSHIP RESTRICTIONS. The FCC has adopted complex regulations which limit
the attributable ownership interests which may be held by a single individual or
entity. The FCC's rules provide that, with certain exceptions, the power to vote
or control the vote of 5% or more of the outstanding voting power of a licensee
is the test for determining whether an entity has an "attributable interest" in
a licensee's stations for purposes of the multiple ownership rules. However, the
FCC's rules permit certain passive institutional investors (i.e., qualifying
investment companies, insurance companies or bank trust departments) to vote or
control the vote of up to 20% of the outstanding voting power of a broadcast
company before they will be deemed to have an "attributable interest." In
addition, all officers and directors of a corporate licensee, and general
partners of a partnership licensee, hold an attributable interest in such
licensee. In
18
August 1999, the FCC adopted a new "equity/debt plus" attribution rule, which
makes attributable the interests of any party that holds a financial interest,
whether equity or debt or some combination thereof, in excess of 33% of a
licensee's total capital if such holder is either a significant program supplier
to the licensee or if such holder has another media interest in the same market
Current FCC "multiple ownership" rules, permit, under certain conditions,
common ownership of television stations within a common geographic area.
Specifically, the FCC rules allow common ownership of two television stations,
regardless of signal contour overlap, as long as the stations are in two
different Nielsen Designated Market Areas ("DMAs"). The FCC rules allow common
television ownership in the same DMA if there is no Grade B contour overlap. The
FCC will also allow common ownership of two television stations in the same DMA
as long as eight separately-owned full-power commercial and non-commercial
television stations will remain after the transaction to place the two stations
under common ownership is completed, provided that at least one of the stations
in the transaction is not among the top-four rated stations in the market. In
addition, the FCC will consider granting duopoly rule waivers to permit common
ownership of two television stations in the same market in cases in which a
same-market licensee is the only reasonably available buyer and the station
being acquired is either "failed," "failing," or "unbuilt."
In its Broadcasting Ownership Biennial Review Report, issued June 20, 2000
(the "Biennial Report"), the FCC determined to retain its national television
ownership cap under which a single individual or entity may hold an attributable
interest in an unlimited number of television stations provided those stations
do not have an aggregate national audience reach exceeding 35% of the television
homes in the United States. For this purpose, the FCC counts the television
households in each DMA in which a party has an attributable interest in a
television station as a percentage of the total television households in all
DMAs. Under the "UHF Discount" only 50% of the television households in a DMA
are counted towards the 35% national restriction if the owned station is a UHF
station (as are the O&O stations), and households are counted only once
regardless of how many interests a party may have in a particular DMA. There is
a pending court challenge to the 35% national ownership cap. The FCC has
announced its intention to implement a phased-in elimination of the UHF Discount
near the completion of the transition to digital television. The Company
currently holds an attributable stock interest in Entravision Communications
Corporation, licensee of 18 television stations. None of the principal
stockholders presently holds attributable interests in any other U.S. television
stations.
The FCC has conformed its "dual network rule" with the Telecom Act. Under
this new rule, a broadcast licensee may affiliate with an entity that maintains
two or more networks of television broadcast stations unless such multiple
networks are composed of (i) two or more network entities meeting a specific
definition of a network as of February 8, 1996, or (ii) a network meeting such
definition and certain other English-language program distribution services. The
Network does not fall into either category.
The FCC will allow a party to own a television station (and a second
television station, if otherwise permitted under the new television duopoly
rule) along with any of the following radio station combinations in the same
market: (i) up to six radio stations (any combination of AM and FM stations that
complies with the local radio ownership rule) if at least 20 independent
broadcast voices would exist in the market after the transaction creating the
television-radio combination; (ii) up to four radio stations (in compliance with
local radio ownership rules) if at least 10 independent broadcast voices would
exist in the market after the transaction; or (iii) one radio station regardless
of the number of independent media voices remaining in the market after the
transaction. In those markets where a party owns only one television station and
there would be at least 20 independent media voices in the market after the
transaction, the FCC will allow common ownership of the television station and
seven radio stations (again, in compliance with local radio ownership rules).
The FCC will also allow waivers of the radio/TV cross-ownership rule in certain
cases in which one of the stations in the proposed transaction is a failed
station. At present, the FCC imposes no limits on the number of radio stations
that may be directly or indirectly owned nationally by a single entity.
19
A number of television stations have entered into local marketing agreements
("LMAs"). While these agreements may take varying forms, pursuant to a typical
LMA, separately owned and licensed television stations agree to enter into
cooperative arrangements of varying sorts, subject to compliance with the
requirements of antitrust laws and with the FCC's rules and policies. Under
these types of arrangements, separately owned stations agree to function
cooperatively in terms of programming, advertising sales, etc., subject to the
requirement that the licensee of each station maintain independent control over
the programming and operations of its own station. One typical type of LMA is a
programming agreement between two separately owned television stations serving a
common service area, whereby the licensee of one station programs substantial
portions of the broadcast day on the other licensee's station, subject to
ultimate editorial and other controls being exercised by the latter licensee,
and sells advertising time during such program segments. At present, FCC rules
permit television station LMAs, but the licensee of a television station
brokering more than 15% of the time on another television station in its market
is generally considered to have an attributable interest in the brokered
station.
Some television stations have entered into cooperative arrangements commonly
known as joint sales agreements ("JSAs"). While these agreements may take
varying forms, under the typical JSA, a station licensee obtains, for a fee, the
right to sell substantially all of the commercial advertising on a separately-
owned and licensed station in the same market. The typical JSA also customarily
involves the provision by the selling licensee of certain sales, accounting, and
"back office" services to the station whose advertising is being sold. The
typical JSA is distinct from an LMA in that a JSA (unlike an LMA) normally does
not involve programming. The FCC has determined that issues of joint advertising
sales should be left to enforcement by antitrust authorities, and therefore does
not generally regulate joint sales practices between stations. Currently,
stations for which a licensee sells time under a JSA are not deemed by the FCC
to be attributable interests of that licensee.
ALIEN OWNERSHIP. The Communications Act generally prohibits a licensee from
having more than 20% of its capital stock directly owned or voted by foreign
nationals (including entities organized under the laws of a foreign country),
foreign governments, or the representatives of either (each a "Foreign
Interest"). A licensee may not be organized under the laws of a foreign country.
Any company that directly or indirectly controls a broadcast licensee may not
have more than 25% of its capital stock owned or voted by Foreign Interests if
the FCC finds that the public interest will be served by the refusal or
revocation of such license. The FCC has interpreted this provision to require an
affirmative public interest finding before a broadcast license may be granted to
or held by any such licensee that is controlled by a company whose foreign-held
capital stock exceeds such 25% benchmark. The FCC has rarely made such an
affirmative finding. The FCC has issued interpretations of existing law under
which these restrictions in modified form apply to other forms of business
organizations, including partnerships. As presently organized, the Company
complies with the FCC's foreign ownership restrictions. In particular, the
Company's Restated Certificate of Incorporation contains provisions that permit
the Company to redeem any shares of capital stock, other than Class T and
Class V Common Stock, owned by Foreign Interests and to take other actions
necessary to ensure its compliance with the foreign ownership restrictions of
the Communications Act and related FCC rules.
NETWORK AFFILIATE ISSUES. Several FCC rules impose restrictions on network
affiliation agreements. Among other things, those rules prohibit a television
station from entering into any affiliation agreements that (i) require the
station to clear time for network programming that the station had previously
scheduled for other use, (ii) preclude the preemption of any network programs
that the station believes are unsuitable for its audience, or (iii) preclude the
station from substituting for network programming a program that it believes is
of greater local or national importance.
In addition, the FCC is currently reviewing several of its rules governing
the relationship between broadcast television networks and their affiliates.
Specifically, the FCC is reviewing the following four rules: (i) the "right to
reject rule," which provides that affiliation arrangements between a broadcast
network and a broadcast licensee generally must permit the licensee to reject
programming provided by
20
the network, (ii) the "time option rule," which prohibits arrangements whereby a
network reserves an option to use specified amounts of an affiliate's broadcast
time, (iii) the "exclusive affiliation rule," which prohibits arrangements that
forbid an affiliate from broadcasting the programming of another network, and
(iv) the "network territorial exclusivity rule," which proscribes arrangements
whereby a network affiliate may prevent other stations in its community from
broadcasting programming the affiliate rejects, and arrangements that inhibit
the ability of stations outside of the affiliate's community to broadcast
network programming.
The FCC's so-called "spot sale rule" prohibits a network from representing
its affiliates in the sale of non-network advertising time unless such
affiliates are owned by or under common control with the network. In late 1990,
the FCC granted a permanent waiver to the Company's predecessor permitting
non-owned and operated affiliates of the Network to be represented by the
Network in the spot sales market. In 1992, as part of its approval of the
acquisition of the Network and UTG, excluding the Chicago, Houston, Sacramento
and Bakersfield O&Os, the FCC granted the Company's request to extend the
permanent waiver of the spot sale rule so as to permit the Network to continue
to act as a national sales representative for each affiliate of the Company.
Beginning in 1998, the Company's national spot sales team was transferred to
UTG.
OTHER MATTERS. Effective January 1, 1990, the FCC reimposed syndicated
exclusivity rules and expanded the existing network non-duplication rules. The
syndicated exclusivity rules allow local broadcast stations to require that
cable television operators black out certain syndicated, non-network programming
carried on "distant signals" (i.e., signals of broadcast stations, including
so-called superstations, that serve areas substantially removed from the local
community). Under certain circumstances, the network non-duplication rule allows
local broadcast network affiliates to require that cable television operators
black out duplicative network broadcast programming carried on more distant
signals.
The FCC has adopted regulations effectively requiring television stations to
broadcast a minimum of three hours per week of programming designed to meet
specifically identifiable educational and informational needs, and interests, of
children. The FCC has also placed limits upon the amount of commercialization
during, and adjacent to, television programming intended for an audience of
children ages 12 and under. Present FCC regulations require that each television
station licensee appoint a liaison responsible for children's programming.
Information regarding children's programming and commercialization during such
programming is required to be compiled quarterly and made available to the
public. This programming information is also required to be filed with the FCC
annually.
The Cable Television Consumer Protection and Competition Act of 1992 (the
"1992 Cable Act") requires television broadcasters to make an election to
exercise either "must-carry" or "retransmission consent" rights in connection
with the carriage of television stations by cable television systems in the
station's local market. If a broadcaster chooses to exercise its must-carry
rights, it may demand carriage on certain channels on cable systems within its
market, which, in some circumstances, may be denied. Must-carry rights are not
absolute, and their exercise is dependent on variables such as the number of
activated channels on and the location and size of the cable system and the
amount of duplicative programming on a broadcast station. If a broadcaster
chooses to exercise its retransmission consent rights, it may prohibit cable
systems from carrying its signal, or permit carriage under a negotiated
compensation arrangement.
ADVANCED TELEVISION TECHNOLOGY. At present, U.S. television stations
broadcast signals using the "NTSC" system, named for the National Television
Systems Committee, an industry group established in 1940 to develop the first
U.S. television technical broadcast standards. The FCC in late 1996 approved a
digital television ("DTV") technical standard to be used by television
broadcasters, television set manufacturers, the computer industry and the motion
picture industry. This digital television standard will allow the simultaneous
transmission of multiple streams of digital data on the bandwidth presently used
by a normal analog channel. It will be possible to broadcast one "high
definition" channel ("HDTV") with
21
visual and sound quality superior to present-day television or several "standard
definition" channels ("SDTV") with digital sound and pictures of a quality
slightly better than present television; to provide interactive data services,
including visual or audio transmission, or multiple channels simultaneously; or
to provide some combination of these possibilities on the multiple channels
allowed by DTV. The FCC has already allocated to most existing full-power
television stations one additional channel to be used for DTV during the
transition between present-day analog television and DTV. Broadcasters will not
be required to pay for this new DTV channel, but will be required to relinquish
one of their channels when the transition to DTV is complete. The Company's
full-power stations have filed applications for construction permits to build
out their DTV facilities. In November 1999, the Company petitioned the FCC to
amend its rules to give television stations the option of transmitting their DTV
signals using Coded Orthogonal Frequency Division Multiplexing digital
modulation technology. The Company cannot predict what action the FCC will take
with respect to this petition or what impact such action would have on the
implementation of DTV.
The FCC presently plans for the DTV transition period to end by 2006; at
that time, television stations would be required to return one of their two
channels to the FCC. Congress, however, has required the FCC to grant to a
television station an extension of that date under a number of specific
circumstances. The FCC has already begun issuing construction permits to build
DTV stations. The FCC has recently issued regulations with respect to DTV
allocations and interference criteria. Other aspects of the DTV regulatory
framework have not yet been established. The FCC is expected to apply to DTV the
rules applicable to analogous services in other contexts. The FCC has issued a
Notice of Inquiry seeking comments on whether the public interest standard to
which television stations are held accountable should be revised as stations
proceed in their transition to DTV, and the FCC may seek to impose additional
programming or other requirements on DTV service. While broadcasters will not
have to pay for the additional DTV channel itself, the FCC has voted to impose
fees upon broadcasters if they choose to use the DTV channel to provide paid
subscription services to the public. Neither the Telecom Act nor the Supreme
Court decision upholding the "must carry" statute resolves the applicability of
the "must carry" rules to DTV; the FCC recently began a proceeding on this
issue.
Under certain circumstances, conversion to DTV operations may reduce or
increase a station's geographical coverage area. In addition, the FCC's current
implementation plan would maintain the secondary status of low-power stations in
connection with its allotment of DTV channels. The FCC has acknowledged that DTV
channel allotment may involve displacement of existing low-power stations,
particularly in major television markets. Accordingly, the Company's low-power
broadcast affiliates may be materially adversely affected. The Company has
already filed displacement applications seeking new channel allotments for seven
of its low-power stations, which will be at least partially displaced by DTV
channels. Two of these stations have been licensed and are operating on their
displacement channels, two hold construction permits authorizing the
construction and operation of facilities on the displacement channels, and
displacement applications remain pending with regard to the remaining three
stations. There is no assurance that the pending applications will be granted by
the FCC. The impact of the DTV transition upon the Company's low-power stations
may be reduced because the FCC has issued certificates of eligibility for
Class A status for each of the Company's existing low-power stations. Class A
stations are a new regulatory classification recently mandated by Congress that
has greater protections against displacement than low-power television stations.
In addition, it is not yet clear when and to what extent DTV or other
digital technology will become available through the various media; whether and
how television broadcast stations will be able to avail themselves of or profit
by the transition to DTV; the extent of any potential interference with analog
channels; whether viewing audiences will make choices among services upon the
basis of such differences; whether and how quickly the viewing public will
embrace the cost of the new digital television sets and monitors; or to what
extent the DTV standard will be compatible with the digital standards adopted by
cable and other multi-channel video programming services. Pursuant to the
Telecom Act, the FCC must
22
conduct a ten-year evaluation regarding public interest in advanced television,
alternative uses for the spectrum, and reduction of the amount of spectrum each
licensee utilizes. Many segments of the industry are also intensely studying
these advanced technologies. There can be no assurance as to the answers to
these questions or the nature of future FCC regulation.
DIRECT BROADCAST SATELLITE SYSTEMS. There are currently in operation
several DBS systems that serve the United States, and it is anticipated that
additional systems will become operational over the next several years.
Furthermore, several Spanish-language DBS systems are underway to serve various
parts of Latin America and some of such systems are expected to have signals
which will spill over into the southern U.S. or in certain cases, cover most or
all of the continental United States. DBS systems provide programming on a
subscription basis to those that have purchased and installed a satellite signal
receiving dish and associated decoder equipment. DBS systems claim to provide
visual picture quality comparable to that found in movie theaters and aural
quality comparable to digital audio compact discs.
The Satellite Home Viewer Act ("SHVA") permits satellite carriers and direct
broadcast satellite carriers to provide to certain satellite dish subscribers a
package of network Affiliated Stations as part of their service offering. This
service is not intended to be offered to subscribers who are capable of
receiving their local affiliates off the air through the use of conventional
rooftop antennas. Furthermore, the package of affiliate stations is intended to
be offered only for private home viewing, and not to commercial establishments.
The purpose of the SHVA is to facilitate the ability of viewers in so-called
"white areas" to receive broadcast network programming when they are unable to
receive such programming from a local affiliate, while protecting local
affiliates from having the programming of their network imported into their
market by satellite carriers. Satellite carriers, however, reportedly have been
offering program packages that include the package of network affiliates to
large numbers of subscribers residing in the markets of local affiliates.
In response to the concerns of broadcasters, satellite carriers, and
viewers, Congress enacted the Satellite Home Viewer Improvement Act of 1999
("1999 SHVIA"), on November 29, 1999. This act authorizes satellite carriers to
add more local and national broadcast programming to their offerings, and to
make that programming available to subscribers who previously have been
prohibited from receiving broadcast fare via satellite under compulsory
licensing provisions of the copyright law. The legislation generally seeks to
place satellite carriers on an equal footing with local cable operators when it
comes to the availability of broadcast programming, including the reception of
local broadcast signals by satellite retransmission ("local into local") and
thus give consumers more and better choices in selecting a multichannel video
program distributor ("MVPD"). Among other things, the new legislation and
implementing regulation requires broadcasters, until 2006, to negotiate in good
faith with satellite carriers and MVPDs with respect to their retransmission of
the broadcasters' signals, and prohibits broadcasters from entering into
exclusive retransmission agreements. The FCC has initiated several rulemakings
to implement the 1999 SHVIA, including a proceeding to determine whether, and to
what extent, the FCC's network non-duplication, syndicated exclusivity and
sports blackout rules should apply to satellite retransmissions, and to resolve
a number of issues relating to retransmission consent issues. As a result of the
adoption of 1999 SHVIA, DBS systems are beginning to provide the signals of
certain traditional over-the-air broadcast stations in their local markets, in
addition to providing the programming of premium services such as HBO and other
traditionally cable-oriented satellite programming services. In the future,
competition from DBS systems could have a material adverse effect on the
financial condition and results of operations of the Company. The Company cannot
predict the impact of the 1999 SHVIA or of any modification of the FCC's
regulations as a result of those changes.
RECENT DEVELOPMENTS, PROPOSED LEGISLATION AND REGULATION. On September 12,
2000, the FCC proposed to standardize and enhance public interest disclosure
requirements for television broadcasters. In a Notice of Proposed Rulemaking
approved that date, the FCC tentatively concluded that television broadcasters
should place information in their public files on a quarterly basis. The
information would be on a standardized form, and would replace the current
programs-issues lists maintained by television
23
licensees. Among the information that would be required are the amounts of
programming broadcast in certain categories, such as news and public affairs
programming, and information as to the licensee's closed captioning and video
description activities. It is contemplated that the information would be
retained in a station's public file until final action has been taken on the
station's next renewal
On April 18, 2000, a new FCC equal employment opportunities ("EEO") rule
went into effect. The new rule requires broadcast licensees to provide equal
opportunity in employment to all qualified persons, and prohibits discrimination
against any person by broadcast stations because of race, color, religion,
national origin or sex. The EEO rule requires each station to establish,
maintain and carry out a positive continuing program of specific practices
designed to ensure equal opportunity and nondiscrimination in every aspect of
station employment policy and practice. It requires stations to recruit for
every job vacancy using a variety of recruitment sources sufficient to widely
disseminate information concerning the vacancy. In addition, stations are
required either (a) to provide notification of each vacancy to any organization
that distributes information about employment opportunities upon request and to
engage in a specific number of EEO outreach initiatives, or (b) to adopt
alternative recruitment techniques that will result in a diverse pool of job
applicants. Stations will be required to maintain extensive records regarding
their efforts to comply with the rule, to submit regular reports to the FCC
evaluating their EEO programs, and each station's performance will be reviewed
by the FCC at the mid-point of their renewal term and as part of the renewal
process. Stations with few employees are exempted from certain portions of the
FCC's EEO requirements. On January 16, 2001, the U.S. Court of Appeals for the
District of Columbia Circuit issued a decision which vacated the FCC EEO rule on
constitutional grounds. The Company cannot predict whether the FCC will appeal
that decision.
The FCC has promulgated a number of regulations prohibiting, with certain
exceptions, advertising relating to lotteries and casinos. The U.S. Court of
Appeals for the Ninth Circuit ruled that the advertising limits on casino
advertising are unconstitutional and therefore invalid. In June 1999, the U.S.
Supreme Court held that current federal law cannot be applied under the First
Amendment to prohibit advertisements of lawful private casino gambling on
broadcast stations located in Louisiana. The Supreme Court's holding, however,
did not specifically address any similar state law prohibitions. In
September 1999, the FCC released a Public Notice indicating that, in the U.S.
Government's brief in a case before the U.S. Court of Appeals for the Third
Circuit, the Government, in light of the Supreme Court's reasoning, has
concluded that 18 U.S.C. Section 1304 (broadcasting lottery information), as
currently written, may not constitutionally be applied to truthful
advertisements for lawful casino gambling, regardless of whether the broadcaster
who transmits the advertisement is located in a state that permits casino
gambling or a state that prohibits it. The FCC has not withdrawn its
September 1999 Public Notice or otherwise reconsidered its position as set forth
in that Public Notice. The FCC does not interpret the decisions of these Courts
as applying to forms of lotteries other than casino gambling, however. Moreover,
none of these Court decisions specifically address any state law prohibitions on
the broadcast advertising of lottery information within their borders. If state
law prohibits such advertising, it is the FCC's position that such state
prohibition will control notwithstanding these decisions interpreting federal
law.
The advertising of cigarettes or smokeless tobacco products on broadcast
stations is banned by federal law. Certain Congressional committees have
examined legislative proposals to eliminate or severely restrict the broadcast
advertising of alcoholic beverages, including beer and wine, but such
advertising is not currently prohibited.
In late 1998, the FCC adopted rules requiring that 100% of all new
English-language video programming be closed captioned by January 2006, and all
new Spanish-language programming be closed captioned by January 2010. The FCC
was required to develop closed captioning rules by the Telecom Act. English and
Spanish language programming first exhibited prior to January 1, 1998 is subject
to different compliance schedules. Certain station and programming categories
are exempt from the closed captioning rules, including stations or programming
for which the captioning requirement has been waived by the FCC after a showing
of undue burden has been made.
24
On July 21, 2000, the FCC adopted rules which require, effective April 1,
2003, that television broadcast stations affiliated with the ABC, NBC, CBS and
Fox networks in the top 25 DMAs provide a minimum of 50 hours per calendar
quarter of described prime time and/or children's programming, and to "pass
through" any video description it receives from a programming provider if
technically capable of doing so. Video description, which is intended to help
the visually impaired, involves the insertion into a TV program of narrated
descriptions of settings and actions that are not otherwise reflected in the
dialogue, such as the movement of a person in the scenes, and is to be provided
through the use of the Secondary Audio Programming ("SAP") channel, which is
currently used by some broadcasters to provide simultaneous transmission of
dialogue in an alternative language. In addition, all stations providing local
emergency information as part of a regularly scheduled newscast, or as part of a
newscast that interrupts regularly scheduled programming, will be required to
make the critical details of this information accessible to persons with visual
disabilities in the local area, and all stations providing emergency information
through a "crawl" or a "scroll" will be required to accompany that information
with an aural tone to alert persons with visual disabilities. The FCC did adopt
an exemption for those showing it was be an undue burden to comply.
The Telecom Act requires that any newly manufactured television set with a
picture screen of 13 inches or greater be equipped with a feature designed to
enable viewers to block all programs with a certain violence rating (the
"v-chip"). In an Order adopted March 12, 1998, the FCC required that at least
one-half of all television receiver models with screen sizes 13 inches or
greater produced after July 1, 1999 have the v-chip technology installed, and
that all such television receivers have v-chips by January 1, 2000. The
television industry has adopted, effective January 1, 1997, and subsequently
revised, effective August 1, 1997, a voluntarily rating scheme regarding
violence and sexual content contained in television programs. The March 12, 1998
order found that the industry scheme meets the standards of the Telecom Act. The
Company cannot predict whether the v-chip and a ratings system will have any
significant effect on the operations of its business.
Under certain circumstances, broadcast stations currently are required to
provide political candidates with discounted air time in the form of lowest unit
rates. A number of changes have been proposed before Congress to mandate public
service obligations on broadcast stations such as the provision of free or
discounted air time for political candidates. The Company is unable to predict
the outcome of this debate regarding political advertising and campaign finance
reform.
Congress and the FCC currently have under consideration, and may in the
future adopt, new laws, regulations and policies regarding a wide variety of
matters that could affect, directly or indirectly, the operation and ownership
of the Company's broadcast properties. In addition to the changes and proposed
changes noted above, such matters include, for example, spectrum use fees,
political advertising rates and potential restrictions on the advertising of
certain products (for example, hard liquor, beer and wine). Other matters that
could affect the Company's broadcast properties include assignment by the FCC of
channels for additional broadcast stations or wireless cable systems, as well as
technological innovations and developments generally affecting competition in
the mass communications industry.
The foregoing does not purport to be a complete summary of all the
provisions of the Communications Act, or the Telecom Act, or of the regulations
and policies of the FCC thereunder. Proposals for additional or revised
regulations and requirements are pending before and are being considered by
Congress and federal regulatory agencies from time to time. Management is unable
at this time to predict the outcome of any of the pending FCC rulemaking
proceedings referenced above, the outcome of any reconsideration or appellate
proceedings concerning any changes in FCC rules or policies noted above, the
possible outcome of any proposed or pending Congressional legislation, or the
impact of any of those changes on the Company's broadcast operations.
25
ITEM 2. PROPERTIES
The principal buildings owned or leased by the Company are described below:
PRINCIPAL PROPERTIES OF THE COMPANY(1)
AGGREGATE
SIZE OF PROPERTY OWNED LEASE
IN SQUARE FEET OR EXPIRATION
LOCATION (APPROXIMATE) LEASED DATE
- -------- ---------------- -------- ----------
Miami, FL................................................ 204,039 Owned --
Miami, FL................................................ 276,544 Leased 12/31/04(2)
Los Angeles, CA.......................................... 73,585 Leased 9/30/02(3)
New York, NY............................................. 63,500 Leased 6/30/10(2)
Teaneck, NJ.............................................. 47,617 Leased 7/31/12(2)
- ------------------------
(1) For additional information see Note 6 to consolidated financial statements.
(2) Option to renew available.
(3) The Company will not renew its lease at this location as explained below.
In November 1999, the Company entered into a 20-year lease for a five-story
building with approximately 164,000 square feet for the relocation of its
flagship station and certain corporate functions in Los Angeles. The building
will be constructed and owned by the landlord, with occupancy of the premises
expected during the latter part of 2001. The sum of the lease payments will be
approximately $103,000,000 over 20 years beginning on the expected lease
commencement date of September 30, 2001. The lease has been capitalized by the
Company for $46,584,000.
The Miami owned facility houses Network administration, operations
(including the Network's uplink facility), sales, production, news, Galavision
operations and WLTV, the Miami station. The Company broadcasts its programs to
the Company's affiliates on three separate satellites from four transponders,
one of which is owned and three of which are leased pursuant to two lease
agreements that expire in 2012.
The Company owns or leases remote antenna space and microwave transmitter
space near each of the O&Os. Additionally, the Company leases space in public
warehouses and storage facilities, as needed, near some of the O&Os.
The Company believes that its principal properties, whether owned or leased,
are suitable and adequate for the purposes for which they are used and are
suitably maintained for such purposes. Except for the inability to renew any
leases of property on which antenna towers stand or under which the Company
leases transponders (neither of which are known risks), the inability to renew
any lease would not have a material adverse effect on the Company's financial
condition or results of operations since the Company believes alternative space
on reasonable terms is available in each city.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in certain litigation arising in the ordinary course
of business. Management has accrued amounts it believes are reasonable and any
amounts in excess of those accruals, either alone or in the aggregate, would not
be material to the Company. See Note 8 to Notes to Consolidated Financial
Statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
26
EXECUTIVE OFFICERS
The executive officers of the Company serve at the discretion of its Board
of Directors subject to certain employment agreements. Messrs. Blank, Rodriguez
and Kranwinkle have employment agreements with the Company.
The executive officers of the Company are as follows:
NAME AGE POSITION
- ---------------------------- -------- --------------------------------------------------------
A. Jerrold Perenchio 70 Chairman of the Board and Chief Executive Officer
George W. Blank 49 Executive Vice President and Chief Financial Officer
Robert V. Cahill 69 Vice President and Secretary
C. Douglas Kranwinkle 60 Executive Vice President and General Counsel
Ray Rodriguez 50 President and Chief Operating Officer of the Network
- ------------------------
Mr. A. Jerrold Perenchio has been Chairman of the Board and Chief Executive
Officer of the Company since December 1992. From December 1992 through
January 1997, he was also the Company's President. Mr. Perenchio has owned and
been active in Chartwell Partners LLC since it was formed in 1983. Chartwell
Partners LLC is an investment firm that is active in the media and
communications industry. A. Jerrold Perenchio is John G. Perenchio's father.
Mr. Blank has been Executive Vice President and Chief Financial Officer of
UTG since December 1992 and Chief Financial Officer of the Network since 1995.
Mr. Blank joined Hallmark Cards Incorporated in March 1987 as a consultant. In
September 1987, he became Vice President, Finance and Chief Financial Officer of
Univision Holdings, Inc., the Company's predecessor.
Mr. Cahill has been the Secretary and a Vice President of the Company since
December 1992. Mr. Cahill has been Executive Vice President and General Counsel
of Chartwell Partners, an affiliate of Mr. Perenchio, since 1985. While at
Chartwell Partners, he has also been the Vice President of various other
corporations and partnerships affiliated with Perenchio that, among other
things, engage in businesses in the media and communications industry.
Mr. Cahill has been an associate of Mr. Perenchio for over 25 years.
Mr. Kranwinkle has been the Executive Vice President and General Counsel of
the Company since September 2000. From January 1989 until September 2000,
Mr. Kranwinkle was a partner of O'Melveny & Myers LLP, a law firm. While at
O'Melveny & Myers LLP, Mr. Kranwinkle was the head of its Capital Markets Group
from February 1990 until December 1993, the managing partner of its New York
office from December 1993 until June 1997, and its managing partner from
April 1996 until September 2000.
Mr. Rodriguez has been President and Chief Operating Officer of the Network
since December 1992. In August 1990, Mr. Rodriguez joined the Network's
predecessor as Vice President and Director of Talent Relations. In
September 1991, he became Senior Vice President and Operating Manager of the
Network's predecessor. In May 1992, Mr. Rodriguez became President and Chief
Executive Officer of the Company's predecessor.
27
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) MARKET INFORMATION
The Company's Class A Common Stock is listed on the New York Stock Exchange and
is traded under the symbol "UVN". The table below lists the high and low sales
prices for the Class A Common Stock as reported on the New York Stock Exchange
for each full quarterly period within the two most recent fiscal years.
PRICE RANGE
-------------------------
HIGH LOW
-------- --------
1999
First Quarter............................................. $25 3/8 $17 1/16
Second Quarter............................................ $33 1/16 $24 13/16
Third Quarter............................................. $43 3/8 $32 5/8
Fourth Quarter............................................ $51 19/32 $39 7/16
2000
First Quarter............................................. $57 7/32 $44 1/32
Second Quarter............................................ $57 25/32 $46 1/4
Third Quarter............................................. $62 11/16 $33 1/16
Fourth Quarter............................................ $43 15/16 $24
(b) HOLDERS
At February 5, 2001, the approximate number of stockholders of record of the
Company's Class A Common Stock was 178.
(c) CASH DIVIDENDS
No cash Common Stock dividends were distributed during 2000 by the Company. The
Company has never declared or paid dividends on its Common Stock. The bank
facility restricts the payment of cash dividends on the common stock. In
addition to any other approval required by law, so long as Televisa or
Venevision hold any warrants, the approval of the director elected by it is
required for the Company to pay any dividends on the common stock. Since
dividends are not payable on the warrants held by each of Televisa and
Venevision, such approval is unlikely so long as such warrants are held by
Televisa and Venevision. The Company currently intends to retain any earnings
for use in its business and does not anticipate paying any cash dividends on its
common stock in the foreseeable future. Future dividend policy will depend on
the Company's earnings, capital requirements, financial condition and other
factors considered relevant by the Board of Directors.
28
ITEM 6. SELECTED FINANCIAL DATA
Presented below is the selected historical financial data of Univision
Communications Inc.
FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
2000 1999 1998 1997 1996
------------ ------------ ------------ ------------ ------------
INCOME STATEMENT DATA (FOR THE YEARS ENDED
DECEMBER 31)
Net revenues................................ $ 863,459 $ 693,090 $ 577,053 $ 459,741 $ 244,858
Direct operating expenses................... 312,381 241,870 220,918 159,619 58,443
Selling, general and administrative
expenses.................................. 223,023 184,159 160,543 137,070 79,818
Depreciation and amortization............... 66,765 62,583 64,438 58,640 39,516
------------ ------------ ------------ ------------ ------------
Operating income............................ 261,290 204,478 131,154 104,412 67,081
Interest expense, net....................... 30,097 27,459 35,830 40,147 41,691
Amortization of deferred financing costs.... 1,361 1,441 1,677 1,630 2,934
Special bonus award......................... -- -- 42,608 -- --
Equity loss in unconsolidated
subsidiaries.............................. 4,828 498 764 -- --
Non-recurring expense (reversal) of acquired
station................................... -- -- -- (1,059) --
Minority interest in net income of
consolidated subsidiary................... -- -- -- -- (1,851)
------------ ------------ ------------ ------------ ------------
Income before taxes and extraordinary loss
on extinguishment of debt................. 225,004 175,080 50,275 63,694 24,307
Provision (benefit) for income taxes........ 108,081 91,536 40,348 (19,465) 5,714
------------ ------------ ------------ ------------ ------------
Income before extraordinary loss on
extinguishment of debt.................... 116,923 83,544 9,927 83,159 18,593
Extraordinary loss on extinguishment of
debt, net of tax.......................... -- (2,611) -- -- (8,228)
------------ ------------ ------------ ------------ ------------
Net income.................................. 116,923 80,933 9,927 83,159 10,365
Preferred stock dividends................... (518) (540) (606) (561) --
------------ ------------ ------------ ------------ ------------
Net income available to common
stockholders.............................. $ 116,405 $ 80,393 $ 9,321 $ 82,598 $ 10,365
============ ============ ============ ============ ============
EARNINGS PER SHARE AVAILABLE TO COMMON
STOCKHOLDERS(a)
Basic Earnings Per Share
Income before extraordinary loss........ $ 0.57 $ 0.43 $ 0.05 $ 0.48 $ 0.11
Net income.............................. $ 0.57 $ 0.42 $ 0.05 $ 0.48 $ 0.06
Weighted average common shares
outstanding........................... 204,893,438 192,971,418 173,281,776 170,477,036 170,448,720
Diluted Earnings Per Share
Income before extraordinary loss........ $ 0.49 $ 0.35 $ 0.04 $ 0.36 $ 0.08
Net income.............................. $ 0.49 $ 0.34 $ 0.04 $ 0.36 $ 0.04
Weighted average common shares
outstanding........................... 238,963,587 236,236,626 232,418,104 232,690,674 231,179,320
BALANCE SHEET DATA (AT END OF YEAR)
Current assets.............................. $ 249,872 $ 177,910 $ 153,991 $ 138,754 $ 111,790
Total assets................................ 1,448,305 974,457 938,329 967,755 884,367
Current liabilities......................... 362,961 141,901 152,891 144,029 120,350
Long-term debt.............................. 377,689 303,138 377,435 460,830 498,137
Stockholders' equity........................ 695,272 513,778 394,648 346,229 262,207
OTHER DATA
Broadcast cash flow......................... $ 342,147 $ 281,085 $ 208,377 $ 174,278 $ 114,495
EBITDA...................................... 328,055 267,061 195,592 163,052 106,597
- ------------------------------
(a) All common-share and per-common-share amounts have been adjusted
retroactively for a two-for-one common-stock split effective August 11,
2000.
29
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
FORM 10-K
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The major assets of Univision Communications Inc. and its wholly owned
subsidiaries (the "Company") are the Company's investments in Univision
Television Group ("UTG") and Univision Network (the "Network"), from which
substantially all of the Company's revenues are derived. UTG's net revenues are
derived from the owned-and-operated stations (the "O&Os") and include gross
advertising revenues generated from the sale of national and local spot
advertising time, net of agency commissions. The Network's net revenues include
gross advertising revenues generated from the sale of Network advertising, net
of agency commissions and station compensation to the Network's affiliates (12
full-power and 21 low-power stations with which the Company has affiliation
agreements) ("Affiliated Stations"), as well as subscriber fees. Also included
in net revenues are Galavision's gross advertising revenues, net of agency
commissions, Galavision's subscriber fee revenues, net revenues of Univision
Online, Inc. ("Univision Online"), and miscellaneous revenues.
Direct operating expenses consist of programming, news and general operating
costs.
"Broadcast cash flow" is defined as operating income plus depreciation and
amortization and corporate charges, which are corporate costs that would be
duplicated and therefore eliminated if the Company were acquired by another
broadcasting company. "EBITDA" is defined as earnings before interest, taxes,
depreciation and amortization, and non-recurring charges and is the sum of
operating income plus depreciation and amortization. The Company has included
broadcast cash flow and EBITDA data because such data are commonly used as a
measure of performance for broadcast companies and are also used by investors to
measure a Company's ability to service debt. Broadcast cash flow and EBITDA are
not, and should not be used as, indicators of or alternatives to operating
income, net income or cash flow as reflected in the consolidated financial
statements, are not a measure of financial performance under generally accepted
accounting principles and should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with generally
accepted accounting principles.
YEAR ENDED DECEMBER 31, 2000 ("2000"), COMPARED TO YEAR ENDED DECEMBER 31, 1999
("1999")
REVENUES. Net revenues were $863,459,000 in 2000 compared to $693,090,000
in 1999, an increase of $170,369,000 or 24.6%. The Network accounted for
$77,404,000 or 45.4% of the increase, and the O&Os, Galavision and Univision
Online accounted for $77,969,000 or 45.7%, $14,468,000 or 8.5% and $528,000 or
.4%, respectively. The Network's increase is due primarily to an increase of
approximately 19% in the average price of advertising spots and an increase in
volume of approximately 9%. The O&Os' increase, on a same-station basis, after
adjusting for the March 31, 1999, sale of the Albuquerque station, would have
been $78,434,000. This increase at the O&Os is due primarily to an increase of
approximately 5% in the number of spots sold and an 11% increase in the price
for advertising spots. While there were increases at all the O&Os, the primary
increases were derived from the Los Angeles, New York, Miami, San Francisco and
Dallas stations.
EXPENSES. Direct operating expenses, which include corporate charges of
$344,000 and $300,000 in 2000 and 1999, respectively, increased to $312,381,000
in 2000 from $241,870,000 in 1999, an increase of $70,511,000 or 29.2%. License
fees paid or payable, under the Company's Program License Agreements, to
Televisa and Venevision increased by $26,000,000 as a result of higher net
revenues. The programs A QUE NO TE ATREVES, A MILLoN and ESTAMOS UNIDOS
increased programming costs by $1,451,000, $498,000 and $457,000 and purchased
novelas increased programming costs by $1,218,000. The increase in all other
30
programming costs associated with entertainment programs and movies was
$5,617,000. Sports-related programming costs increased by $5,228,000, which
includes $5,051,000 related to Mexican League Soccer, Road to the World Cup
Soccer and the Gold Cup 2000 soccer games, $2,185,000 due to increased boxing
costs and $1,163,000 related to REPUBLICA DEPORTIVA. These increases in
sports-related programming costs were partially offset by the elimination of
1999 costs related to the Pan American Games of $1,791,000 and Major League
Soccer of $1,665,000. News costs increased by $10,909,000, which includes
$1,308,000 of costs for the program ULTIMA HORA, $1,696,000 of costs for
increased airings of AQUI Y AHORA and $2,259,000 of cost increases due to the
addition of early morning news at the Los Angeles station, morning news at the
New York and Miami stations and weekend news at the Dallas, San Francisco,
Chicago and San Antonio stations. Technical costs increased by $4,941,000 due in
part to the support required for increased news programming and higher repair
and maintenance costs. The Internet costs in direct operating expenses were
$14,192,000. As a percentage of net revenues, direct operating expenses
increased from 34.9% in 1999 to 36.2% in 2000.
Selling, general and administrative expenses, which include corporate
charges of $13,748,000 and $13,724,000 in 2000 and 1999, respectively, increased
to $223,023,000 in 2000 from $184,159,000 in 1999, an increase of $38,864,000 or
21.1%. The increase is due in part to selling costs of $8,532,000 resulting from
higher sales, $3,796,000 of costs associated with the Company's national
advertising campaign, $2,000,000 related to employee benefits, severance and
other compensation costs, $2,000,000 related to an executive resignation and
$15,489,000 of Internet costs. These increases were partially offset by a
decrease in 1999 costs related to community affairs of $2,000,000 and
acquisition-related costs of $1,151,000. As a percentage of net revenues,
selling, general and administrative expenses decreased from 26.6% in 1999 to
25.8% in 2000.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased to
$66,765,000 in 2000 from $62,583,000 in 1999, an increase of $4,182,000 or 6.7%.
The increase is due primarily to an increase in depreciation related to
increased capital expenditures that was partially offset by a decrease in
goodwill amortization.
OPERATING INCOME. As a result of the above factors, operating income
increased to $261,290,000 in 2000 from $204,478,000 in 1999, an increase of
$56,812,000 or 27.8%. As a percentage of net revenues, operating income
increased from 29.5% in 1999 to 30.3% in 2000.
INTEREST EXPENSE, NET. Interest expense increased to $30,097,000 in 2000
from $27,459,000 in 1999, an increase of $2,638,000 or 9.6%. The increase is due
primarily to increased bank borrowings associated with the Company's increased
investment in Entravision Communications Corporation ("Entravision") and higher
interest rates during 2000 as compared to 1999.
PROVISION FOR INCOME TAXES. In 2000, the Company reported an income tax
provision of $108,081,000, representing $104,823,000 of current tax expense and
$3,258,000 of deferred tax expense. In 1999, the Company reported an income tax
provision of $91,536,000, representing $82,730,000 of current tax expense and
$8,806,000 of deferred tax expense. The total effective tax rate was 48.0% in
2000 and 52.3% in 1999. The Company's effective tax rate of 48.0% for 2000 is
lower than the 52.3% for 1999 since the Company's relatively fixed permanent
non-deductible tax differences have a smaller effect as book pre-tax income
increases.
NET INCOME. As a result of the above factors, net income in 2000 was
$116,923,000 compared to $80,933,000 in 1999, an increase of $35,990,000 or
44.5%. On a comparable basis, excluding, net of tax, in 1999, the extraordinary
loss on extinguishment of debt of $2,611,000, the Internet business start-up
cost of $1,497,000 and the equity loss in unconsolidated subsidiary of $295,000
and in 2000, Internet costs of $20,568,000, the equity losses in unconsolidated
subsidiaries of $2,863,000 and executive resignation costs of $1,186,000, net
income increased by $56,204,000 or 65.9% to $141,540,000 in 2000 from
$85,336,000 in 1999. As a percentage of net revenues, net income increased from
11.7% in 1999 to 13.6% in 2000.
31
BROADCAST CASH FLOW. Broadcast cash flow increased to $342,147,000 in 2000
from $281,085,000 in 1999, an increase of $61,062,000 or 21.7%. As a percentage
of net revenues, broadcast cash flow decreased from 40.6% in 1999 to 39.6% in
2000.
On a comparable basis, excluding Internet net costs of $31,605,000 in 2000
and $2,452,000 in 1999 and executive resignation costs of $2,000,000 in 2000,
broadcast cash flow increased by $92,215,000 or 32.5% to $375,752,000 in 2000
from $283,537,000 in 1999. As a percentage of net revenues, broadcast cash flow,
on a comparable basis, increased from 40.9% in 1999 to 43.5% in 2000.
CORPORATE CHARGES. Corporate charges increased to $14,092,000 in 2000 from
$14,024,000 in 1999, an increase of $68,000 or .5%. The increase is primarily
due to costs associated with compensation and benefits. As a percentage of net
revenues, corporate charges decreased from 2.0% in 1999 to 1.6% in 2000.
EBITDA. EBITDA increased to $328,055,000 in 2000 from $267,061,000 in 1999,
an increase of $60,994,000 or 22.8%. As a percentage of net revenues, EBITDA
decreased from 38.5% in 1999 to 38.0% in 2000.
On a comparable basis, excluding Internet net costs of $31,605,000 in 2000
and $2,452,000 in 1999 and executive resignation costs of $2,000,000 in 2000,
EBITDA increased by $92,147,000 or 34.2% to $361,660,000 in 2000 from
$269,513,000 in 1999. As a percentage of net revenues, EBITDA, on a comparable
basis, increased from 38.9% in 1999 to 41.9% in 2000.
YEAR ENDED DECEMBER 31, 1999 ("1999"), COMPARED TO YEAR ENDED DECEMBER 31, 1998
("1998")
REVENUES. Net revenues were $693,090,000 in 1999 compared to $577,053,000
in 1998, an increase of $116,037,000 or 20.1%. The Network accounted for
$54,466,000 or 46.9% of the increase, and the O&Os and Galavision accounted for
$56,160,000 or 48.4% and $5,411,000 or 4.7%, respectively. The Network's
increase is due primarily to an increase of approximately 18% in the average
price of advertising spots and an increase in volume of approximately 3%.
Excluding the effect of the 1998 Men's World Cup Soccer Championship Games, the
Network's average prices would have increased by 29%. The O&Os' increase, on a
same-station basis, after adjusting for the March 31, 1999, sale of the
Albuquerque station, would have been $58,134,000. This increase at the O&Os is
due primarily to an increase of approximately 8% in the number of spots sold and
a 7% increase in the price for advertising spots. Exclusive of the World Cup
Games, prices would have increased by 11%. While there were increases at all the
O&Os, the primary increases were derived from New York, Los Angeles, Miami,
Houston and Dallas.
EXPENSES. Direct operating expenses, which include corporate charges of
$300,000 and $306,000 in 1999 and 1998, respectively, increased to $241,870,000
in 1999 from $220,918,000 in 1998, an increase of $20,952,000 or 9.5%. License
fees paid or payable, under the Company's Program License Agreements, to
Televisa and Venevision increased by $24,056,000 as a result of higher net
revenues. The costs for the new programs associated with the Company's
non-NOVELA production participation agreement with Televisa increased by
$6,203,000. The new programs A QUE NO TE ATREVES, ULTIMA HORA and REPUBLICA
DEPORTIVA increased programming costs by $3,527,000. The increase in all other
programming costs associated with entertainment programs, novelas and movies was
$4,379,000. Sports-related programming costs increased by $3,359,000, which
includes approximately $1,791,000 related to the 1999 Pan American Games.
Technical and news costs increased by $6,360,000, which includes $1,070,000 of
net cost increases due to the addition of early morning news at the Los Angeles
station. The incremental Internet business start-up costs in direct operating
expenses were $511,000. These increases were substantially offset by the
elimination of costs related to the 1998 World Cup games of $27,443,000. As a
percentage of net revenues, direct operating expenses decreased from 38.3% in
1998 to 34.9% in 1999.
Selling, general and administrative expenses, which include corporate
charges of $13,724,000 and $12,479,000 in 1999 and 1998, respectively, increased
to $184,159,000 in 1999 from $160,543,000 in 1998, an increase of $23,616,000 or
14.7%. The increase is due in part to selling costs of $5,574,000, resulting
from
32
higher sales, severance and other compensation costs of $4,956,000, employee
benefit costs of $3,130,000, incremental Internet business start-up costs of
$1,941,000, costs associated with community affairs of $2,000,000,
acquisition-related costs of $1,151,000 and promotional costs of $741,000,
primarily related to increased advertising. As a percentage of net revenues,
selling, general and administrative expenses decreased from 27.8% in 1998 to
26.6% in 1999.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization decreased to
$62,583,000 in 1999 from $64,438,000 in 1998, a decrease of $1,855,000 or 2.9%.
The decrease is due to lower goodwill amortization offset in part by an increase
in depreciation related to increased capital expenditures.
OPERATING INCOME. As a result of the above factors, operating income
increased to $204,478,000 in 1999 from $131,154,000 in 1998, an increase of
$73,324,000 or 55.9%. As a percentage of net revenues, operating income
increased from 22.7% in 1998 to 29.5% in 1999.
INTEREST EXPENSE, NET. Interest expense decreased to $27,459,000 in 1999
from $35,830,000 in 1998, a decrease of $8,371,000 or 23.4%. The decrease is due
primarily to lower bank borrowings and lower interest rates during 1999 as
compared to 1998.
SPECIAL BONUS AWARD. On May 13, 1998, a major stockholder contributed
2,709,330 shares of Class P Common Stock to the Company, which were converted to
Class A Common Stock and placed in the Company's treasury. On May 27, 1998,
under the Univision Communications Inc. 1998 Stock Bonus Plan, the Company
granted 1,781,228 shares of Class A Common Stock to selected employees. These
transactions resulted in a pre-tax income statement charge of $42,608,000, which
consists of non-cash compensation of $27,609,000 and required tax withholdings
remitted by the Company of $14,999,000, as well as an increase to
paid-in-capital of $45,011,000. The net income effect on the 12 months ended
December 31, 1998, was a reduction of $29,084,000, net of the $13,524,000
related tax benefit. The tax benefit was reduced by $3,493,000 due to the effect
of non-deductible excess compensation of $8,541,000. The Company has retained
the remaining 928,102 shares, with a book value of $17,402,000, in its treasury.
Consistent with broadcast industry reporting, broadcast cash flow and EBITDA
exclude the total amount of this special bonus award of $42,608,000.
PROVISION FOR INCOME TAXES. In 1999, the Company reported an income tax
provision of $91,536,000, representing $82,730,000 of current tax expense and
$8,806,000 of deferred tax expense. In 1998, the Company reported an income tax
provision of $40,348,000, representing $9,937,000 of current tax expense and
$30,411,000 of deferred tax expense. The total effective tax rate was 52.3% in
1999 and 80.3% in 1998. Excluding the effect of the special bonus award, the
1998 effective tax rate would have been 58%. The Company's effective tax rate of
52.3% for 1999 is lower than the 58% for 1998 since the Company's relatively
fixed permanent non-deductible tax differences have a smaller effect as book
pre-tax income increases.
NET INCOME. As a result of the above factors, net income in 1999 was
$80,933,000 compared to $9,927,000 in 1998, an increase of $71,006,000 or
715.3%. On a comparable basis, excluding, net of tax, in 1998, the special bonus
award of $29,084,000 and the equity loss in unconsolidated subsidiary of
$453,000 and in 1999, the extraordinary loss on extinguishment of debt of
$2,611,000, the Internet business start-up cost of $1,497,000 and the equity
losses in unconsolidated subsidiary of $295,000, net income, on a comparable
basis, increased by $45,872,000 or 116.2% to $85,336,000 in 1999 from
$39,464,000 in 1998.
BROADCAST CASH FLOW. Broadcast cash flow increased to $281,085,000 in 1999
from $208,377,000 in 1998, an increase of $72,708,000 or 34.9%. As a percentage
of net revenues, broadcast cash flow increased from 36.1% in 1998 to 40.6% in
1999.
On a comparable basis, excluding the incremental Internet business start-up
costs of $2,452,000, broadcast cash flow would have increased by $75,160,000 or
36.1% to $283,537,000 in 1999 from
33
$208,377,000 in 1998. As a percentage of net revenues, broadcast cash flow, on a
comparable basis, increased from 36.1% in 1998 to 40.9% in 1999.
CORPORATE CHARGES. Corporate charges increased to $14,024,000 in 1999 from
$12,785,000 in 1998, an increase of $1,239,000 or 9.7%. The increase is
primarily due to costs associated with compensation and benefits. As a
percentage of net revenues, corporate charges decreased from 2.2% in 1998 to
2.0% in 1999.
EBITDA. EBITDA increased to $267,061,000 in 1999 from $195,592,000 in 1998,
an increase of $71,469,000 or 36.5%. As a percentage of net revenues, EBITDA
increased from 33.9% in 1998 to 38.5% in 1999.
On a comparable basis, excluding the incremental Internet business start-up
costs of $2,452,000, EBITDA would have increased by $73,921,000 or 37.8% to
$269,513,000 in 1999 from $195,592,000 in 1998. As a percentage of net revenues,
EBITDA, on a comparable basis, increased from 33.9% in 1998 to 38.9% in 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of cash flow is its broadcasting operations.
Funds for debt service, capital expenditures and operations historically have
been provided by income from operations and by borrowings.
Capital expenditures, which include those of UTG, the Network, Univision
Online and Galavision, totaled $64,669,000 for the 12 months ended December 31,
2000. This amount excludes the capitalized lease obligations of the Company. In
addition to performing normal capital maintenance and replacing several towers
and antennas, the Company is also in the process of completing upgrades to its
management information systems infrastructure and the build-out of its
television station facilities in Los Angeles, Phoenix and Bakersfield. During
2000, the Company incurred approximately $12,000,000 in capital expenditures for
the launch of its Internet business. The normal maintenance capital spending,
the cost of certain projects and Internet spending will result in capital
spending in 2001 of approximately $135,000,000. In 2001, the Company plans to
spend approximately $57,000,0000 on the build-out of its television station
facilities in Los Angeles, Phoenix and Bakersfield, $12,000,000 on its Internet
business, $18,000,000 on digital technology and approximately $48,000,000 on
normal capital maintenance, Network facilities expansion and management
information systems. The Company expects to fund its capital expenditure
requirements primarily from its operating cash flow and, if necessary, from
proceeds available under its various bank facilities (as defined below).
The Company has a bank facility with a syndicate of commercial banks and
other lenders that consists of a $156,900,000 amortizing term loan (the "Term
Facility") with a final maturity of December 31, 2003, and a $180,000,000
reducing revolving credit facility (the "Revolving Credit Facility") maturing on
the same date. At December 31, 2000, the Company had $180,000,000 outstanding
under its Revolving Credit Facility.
On October 13, 2000, the Company entered into a temporary credit agreement
with BNP Paribas and Chase Manhattan Bank that expires on October 12, 2001. The
agreement allows the Company to borrow a total of $100,000,000 above its
existing credit facility. The Company entered into the temporary credit
agreement to expand its existing credit facility in order to borrow for general
business purposes. Under the agreement, the applicable interest rate margin on
Eurodollar (Libor) loans will be 1.50% per annum. At December 31, 2000, the
Company had $100,000,000 outstanding under this new facility. The Company is
currently negotiating a new credit facility with a consortium of banks to expand
and replace its existing and temporary credit agreements. The Company expects to
finalize the new credit agreement during the first half of 2001.
The Term Facility amortizes quarterly, with $33,000,000 required to be
repaid during 2001. During 2000, the Company paid the required quarterly
payments totaling $35,100,000 and made an $8,000,000
34
prepayment against its Term Facility as a result of its annual "excess cash
flow" calculation based on its 1999 operating results. The payments were funded
by cash from operations. In 2001, the Company will be required to make a
$63,000,000 prepayment against its Term Facility as a result of its annual
"excess cash flow" calculation based on its 2000 operating results. The Company
has obtained a waiver from its lenders to postpone the $63,000,000 "excess cash
flow" payment that would normally be due in the first quarter of 2001, until
June 29, 2001, while the Company negotiates its new credit facility as described
above. The Revolving Credit Facility has scheduled reductions in availability of
$5,000,000 per quarter during 2001.
Loans made under the bank facility bear interest, which includes interest
rate margin costs, determined by reference to the ratio of the Company's total
indebtedness to EBITDA for the four fiscal quarters most recently concluded (the
"Leverage Ratio"). The interest rate margins applicable to the Eurodollar loans
range from 0.35% to 1.00% per annum. There are no interest rate margins
applicable to prime rate loans. At December 31, 2000, the interest rate
applicable to the Company's Eurodollar loans was approximately 7.00%, which
includes an interest rate margin cost of 0.35%, and the interest rate applicable
to all prime rate loans was 9.50%.
The Company's primary interest rate exposure results from changes in the
short-term interest rates applicable to the Company's Eurodollar loans. The
Company borrows at the U.S. prime rate from time to time but attempts to
maintain these loans at a minimum. Based on the Company's overall interest rate
exposure on its Eurodollar loans at December 31, 2000, a change of 10% in
interest rates would have an impact of approximately $3,100,000 on pre-tax
earnings and pre-tax cash flows over a one-year period.
The Company began advertising UNIVISION.COM nationally on the Network during
the third quarter of 2000, and Univision Online began accepting client
advertising on UNIVISION.COM during the latter part of the fourth quarter of
2000. Hispanic usage of the Internet is growing rapidly, with nearly one-quarter
of all Hispanic households now using the Internet. The online Hispanic audience
is forecast to grow to more than 13 million by 2005. Working from offices in New
York, Miami, Los Angeles and Mexico City, Univision Online is producing a
substantial percentage of its own Spanish-language programming content,
including streaming video featuring stars of Univision Network, Galavision and
the sports and entertainment fields. Due to the uncertainties accompanying the
launch of this new business, management is unable to predict whether or when the
Company's online services will become successful. The online operations are
expected to produce a loss in 2001, and no assurances can be given that the
Company's online operations will achieve profitability thereafter.
On August 16, 2000, Univision Online and Fingerhut Companies Inc. (the
"Members") formed the joint venture Cocorojo L.L.C. ("Cocorojo"). The Members
own, manage and operate an Internet web site primarily to conduct e-commerce and
online direct marketing. Under the terms of the agreement, the Members have
approximately equal interest in the joint venture and will share profits and
losses equally. Currently, the joint venture operates through Fingerhut's
existing web site; however, upon achievement of certain revenue levels, the
agreement allows the Members to develop and build a self-contained web site. The
agreement has a total capital expenditure limitation of $6,000,000 for the
construction of the web site, should it occur, that will be shared equally
between the Members. At December 31, 2000, the Company had contributed $465,000
to the joint venture and reported an equity loss from unconsolidated subsidiary
of $618,000. At December 31, 2000, the Company's equity interest in Cocorojo's
net book value approximates the carrying value of the Company's investment in
the joint venture. During 2000, Univision Online recognized net revenues of
$270,000 related to advertising purchased by Cocorojo on UNIVISION.COM, and
Cocorojo reported the $270,000 as advertising costs.
The Company expects to explore acquisition opportunities in both
Spanish-language television and other media to complement and capitalize on the
Company's existing business and management. The purchase price for such
acquisitions may be paid (a) with cash derived from operating cash flow,
proceeds available under the bank facility or proceeds from future debt or
equity offerings, (b) with equity or debt securities of the Company or (c) with
any combination thereof.
35
As a result of net operating loss carryforwards, tax consequences of the
reorganization of the Company in 1996 and other timing differences, the Company
has available a deferred tax asset of $7,782,000 to offset future taxes payable
arising from operations. In addition, at December 31, 2000, the Company had
$417,925,000 of net remaining intangible assets that will be expensed over the
next 18 years for financial reporting purposes and will not be deductible for
tax purposes.
On March 2, 2000, the Company lent $110,000,000 to Entravision
Communications Company, L.L.C., which increased the Company's convertible
promissory note from $10,000,000 to $120,000,000. On August 2, 2000, the Company
converted its $120,000,000 convertible promissory note of Entravision
Communications Company, L.L.C., into an approximate 20% equity interest in
Entravision Communications Corporation ("Entravision"). The Entravision stock
began trading on the New York Stock Exchange on August 2, 2000. Furthermore, on
August 2, 2000, in connection with Entravision's initial public offering, the
Company invested an additional $100,000,000 to purchase an additional
approximately 6% equity interest in Entravision. Consequently, as of August 7,
2000, the Company had an aggregate investment in Entravision of $220,000,000,
representing an approximate 26% equity interest. On August 9, 2000, the
underwriters of Entravision's initial public offering exercised their option to
purchase an additional 6,900,000 shares of Entravision stock, which lowered the
Company's equity interest in Entravision to approximately 25%. Subsequently, the
Company purchased additional shares of Entravision stock in the open market
totaling $142,000,000, primarily using borrowings from its bank credit
facilities. The Company provided the funding for the Entravision transactions
through August 7, 2000, by borrowings aggregating $120,000,000 from its bank
credit facilities and the remainder with cash from operations. At December 31,
2000, the Company had an investment in Entravision of $361,279,000, representing
an approximate 32% equity interest. At December 31, 2000, the Company's equity
interest in Entravision's net book value approximates the carrying value of the
Company's investment in Entravision. During 2000, the Company reported an equity
loss from unconsolidated subsidiary of $3,382,000, which represents the
Company's share of Entravision's net loss reported from August 2, 2000, through
November 30, 2000. The Company recognizes its share of Entravision's net income
or loss on a one-month lag.
On July 18, 2000, the Federal Communications Commission (the "FCC") released
a Public Notice giving official notification that the Company was the winning
bidder for a construction permit for a new television station at Blanco, Texas,
with a winning bid of $18,798,000. On August 1, 2000, the Company made its
required 20% down payment of $3,759,600 while awaiting final approval by the
FCC. The details and costs regarding the construction of the new station are
still in the planning phase.
On August 9, 2000, the Company acquired the Spanish-language broadcast
rights in the U.S. to the 2002 and 2006 Federation Internationale de Football
Association ("FIFA") World Cup soccer games and other 2000-2006 FIFA events. A
series of payments totaling $150,000,000 is due over the term of the agreement.
In addition to these payments, and consistent with past coverage of the World
Cup games, the Company will be responsible for all costs associated with
advertising, promotion and broadcast of the World Cup games, as well as the
production of certain television programming related to the World Cup games. The
funds for these payments are expected to come from income from operations and/or
borrowings from the Company's bank facilities.
On August 31, 2000, Ask Jeeves, Inc. ("Ask Jeeves"), a leading provider of
question-answering technologies and services, and the Company announced the
creation of the joint venture Ask Jeeves en Espanol, Inc. ("Ask Jeeves en
Espanol"), to serve the world's diverse Spanish-speaking population. The
partnership will create a Spanish-language version of ASK.COM to provide the
Internet's more than 27 million Spanish-speaking users with the same natural
language and intuitive online experience enjoyed by the more than 44 million
users of Ask Jeeves's technology. Ask Jeeves en Espanol also plans to launch Ask
Jeeves Business Solutions for the growing number of companies moving online to
serve the Spanish-speaking world. Ask Jeeves en Espanol will be equally owned by
Ask Jeeves and the Company and is accounted for under the equity method. The
Company invested $40,000,000 in Ask Jeeves en Espanol by borrowings from its
Revolving Credit Facility. At December 31, 2000, the Company had an investment
in
36
Ask Jeeves en Espanol of $39,360,000 and reported an equity loss from
unconsolidated subsidiary of $828,000 during 2000. At December 31, 2000, the
Company's equity interest in Ask Jeeves en Espanol's net book value approximates
the carrying value of the Company's investment in the joint venture.
On December 7, 2000, the Company announced that it will acquire USA
Broadcasting for $1.1 billion cash. The acquisition will expand the Company's
ability to serve the Hispanic community and will provide the Company with
duopolies in seven of the top eight Hispanic markets. Under the agreement, the
Company will acquire USA Broadcasting's 13 fully owned full-power television
stations and minority interests in 4 additional full-power television stations.
The fully owned stations are in the key markets of Los Angeles, New York,
Chicago, Philadelphia, Boston, Miami, Dallas, Atlanta, Tampa, Houston, Cleveland
and Orlando, and the minority-interest stations are in San Francisco,
Washington, Denver and St. Louis. The acquisition, which has been approved by
the Board of Directors of each company, is subject to regulatory approvals and
customary closing conditions. The funds for this transaction are expected to
come from a new credit facility the Company is currently negotiating with a
consortium of banks to expand and replace its existing and temporary credit
agreements and with income from operations. The Company expects to finalize the
new credit agreement during the first half of 2001.
SEASONALITY
The advertising revenues of the Company vary over the calendar year.
Historically, approximately 30% of total advertising revenues have been
generated in the fourth quarter and 20% in the first quarter, with the remainder
split approximately equally between the second and third quarters, exclusive of
special programming such as the 1998 World Cup Games. Because of the relatively
fixed nature of the costs of the Company's business, seasonal variations in
operating income are more pronounced than those of revenues.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements (as defined under federal securities laws) made
by or on behalf of the Company. The Company and its representatives from time to
time may make certain oral or written forward-looking statements regarding the
Company's performance or regarding events or developments the Company expects to
occur or anticipates occurring in the future. Information in this report may
contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, which can be identified by the use of
forward-looking terminology such as "will," "plans," "estimates," "believes" or
"expects," or the negative thereof or other variations thereon or comparable
terminology. All such statements are based upon current expectations of the
Company and involve a number of business risks and uncertainties. Actual results
could vary materially from anticipated results described in any forward-looking
statement. Factors that could cause actual results to vary materially include,
but are not limited to, a lack of increase in advertisers' spending on
Univision, a decrease in the supply or quality of programming, an increase in
the cost of programming, a decrease in Univision's ratings or audience share, an
increase in preference among Hispanics for English-language television,
competitive pressures from other television broadcasters and other entertainment
and news media (some of which use Televisa programming), the potential impact of
new technologies, changes in regional or national economic conditions and
regulatory and other obstacles to making acquisitions. Results actually achieved
thus may differ materially from expected results in these statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is included in the "Liquidity and
Capital Resources" section of the Company's Management's Discussion and Analysis
of Financial Condition and Results of Operations contained in this document.
37
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See pages F-1 through F-54
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
Not applicable
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information relating to directors required by this item will be
contained under the captions "Board Of Directors" in a definitive Proxy
Statement which the registrant will file with the Securities and Exchange
commission not later than 120 days after December 31, 2000 (the "Proxy
Statement"), and such information is incorporated herein by reference.
The information relating to executive officers required by this item is
included herein in Part I under the caption "Executive Officers".
The information required pursuant to Item 405 of Regulation S-K will be
contained under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Company's Proxy Statement, and such information is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be contained under the caption
"Summary Table of Executive Compensation," and "Employment Agreements and
Arrangements" in the Company's Proxy Statement, and such information is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item will be contained under the caption
"Security Ownership of Certain Beneficial Owners and Management" in the
Company's Proxy Statement, and such information is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained under the caption
"Certain Relationships And Related Transactions" in the Company's Proxy
Statement, and such information is incorporated herein by reference.
38
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
3.1 (5) Amended and Restated Certificate of Incorporation of the
Company
3.2 (5) Amended and Restated Bylaws of the Company
3.3 (8) Certificate of Amendment of Restated Certificate of
Incorporation of the Company
4.1 (6) Form of specimen stock certificate
4.4 (1) Indenture dated as of December 17, 1992 relating to PTI
Holdings, Inc.'s Subordinated Ten Year Notes due 2002
(including the form of notes)
4.5 (2) Indenture dated as of December 17, 1992 relating to The
Univision Network Holding Limited Partnership's
Subordinated Ten Year Notes due 2002 (including form of
notes)
4.6 (3) First Supplemental Indenture dated as of October 1, 1993
relating to PTI Holdings, Inc.'s Subordinated Ten Year
Notes due 2002
4.7 (3) First Supplemental Indenture dated as of October 1, 1993
relating to The Univision Network Holding Limited
Partnership's Subordinated Ten Year Notes due 2002
10.1 (6) Form of Indemnification Agreement between the Company and
each of its executive officers and directors
10.2 (6) Registration Rights Agreement dated as of October 2, 1996
10.3 (5) 1996 Performance Award Plan
10.4 (4) Employment Agreement dated as of January 1, 1995, between
Univision Television Group, Inc. and George W. Blank
10.6 (6) Amended and Restated Program License Agreement dated as of
October 1, 1996 by and between Dennevar B.V. and the
Company
10.7 (6) Amended and Restated Program License Agreement dated as of
October 1, 1996 by and between Univisa, Inc. and the
Company
10.8 (6) Participation Agreement dated as of October 2, 1996 by and
among the Company, Perenchio, Televisa, Venevision and
certain of their affiliates
10.9 (6) International Program Rights Agreement by and among the
Company, Venevision and Televisa
10.10 (6) Amended and Restated Warrants issued to Televisa dated as of
October 2, 1996
10.11 (6) Amended and Restated Warrants issued to Venevision dated as
of October 2, 1996
10.12 (6) Credit Agreement dated as of September 26, 1996 among
Univision Communications Inc., the banks and other
financial institutions parties thereto (the "Lenders"),
The Chase Manhattan Bank, N.A., a national banking
association ("Chase"), as a managing agent and Banque
Paribas, a French banking corporation ("Paribas"), as a
managing agent, and Chase as administrative agent
10.12.1(7) First Amendment to Credit Agreement dated as of April 10,
1997 (this "Amendment") to the Credit Agreement dated as
of September 26, 1996 (the "Credit Agreement") among
Univision Communications, Inc. (the "Borrower"), certain
Lenders party thereto (collectively, the "Lenders"),
Banque Paribas and The Chase Manhattan Bank (collectively,
the "Managing Agents") and The Chase Manhattan Bank, as
Administrative Agent (in such capacity, the
"Administrative Agent").
10.12.2(9) Second Amendment to Credit Agreement dated as of November 6,
1998 (this "Amendment") to the Credit Agreement dated as
of September 26, 1996 (as amended, the "Credit
39
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
Agreement") among Univision Communications Inc. (the
"Borrower"), certain Lenders party thereto (collectively,
the "Lenders"), Paribas (as successor-in-interest to
Banque Paribas) and The Chase Manhattan Bank, as Managing
Agents (collectively, the "Managing Agents") and The Chase
Manhattan Bank, as Administrative Agent (in such capacity,
the "Administrative Agent").
10.12.3(11) Third Amendment to Credit Agreement dated as of December 20,
1999 (this "Amendment") to the Credit Agreement dated as
of September 26, 1996 (as amended, the "Credit Agreement")
among Univision Communications Inc. (the "Borrower"),
certain Lenders party thereto (collectively, the
"Lenders"), Paribas (as successor-in-interest to Banque
Paribas) and The Chase Manhattan Bank, as Managing Agents
(collectively, the "Managing Agents") and The Chase
Manhattan Bank, as Administrative Agent (in such capacity,
the "Administrative Agent").
10.12.4(12) Fourth Amendment to Credit Agreement dated as of October 10,
2000 to the Credit Agreement dated as of September 26,
1996 among Univision Communications Inc., certain lenders
party thereto, BNP Paribas (as successor-in-interest to
Banque Paribas) and The Chase Manhattan Bank, as Managing
Agents and Chase, as Administrative Agent.
10.12.5(12) Credit Agreement, dated as of October 13, 2000, among (1)
Univision Communications Inc., a Delaware corporation, (2)
the several banks and other financial institutions from
time to time parties to this Agreement, (3) BNP Paribas,
as Joint Advisor, Joint Lead Arranger and Joint Book
Manager, (4) The Chase Manhattan Bank, a New York banking
corporation, as Joint Advisor, Joint Lead Arranger and
Joint Book Manager, (5) BNP Paribas and Chase, as
arrangers for the lenders hereunder and (6) Chase, as
administrative agent for the Lenders hereunder.
10.13 (6) Security Agreements dated as of September 26, 1996 between
Univision Communications Inc. and each of the Guarantors
(as defined therein) in favor of the Administrative Agent,
for the benefit of the Lenders
10.14.1(6) Guarantee dated as of September 26, 1996 executed by the
Guarantors other than Univision Network Limited
Partnership in favor of the Administrative Agent for the
benefit of the Lenders
10.14.2(6) Guarantee dated as of September 26, 1996 executed by
Univision Network Limited Partnership in favor of the
Administrative Agent for the benefit of the Lenders
10.15 (5) Employment Agreement dated as of January 1, 1995 between the
Network and Ray Rodriguez
10.16 Employment Agreement dated as of August 17, 2000 between the
Univision Communications Inc. and C. Douglas Kranwinkle
10.30 (8) Co-Production Agreement between the Company and Televisa
10.31 (10) Reimbursement Agreement between the Company and Chartwell
Services Inc.
10.32 Amendment to Employment Agreement dated as of December 31,
2000 between Univision Communications Inc. and George W.
Blank
10.33 Amendment to Employment Agreement dated as of December 31,
2000 between the Network and Ray Rodriguez
10.34 Amendment to Employment Agreement dated as of December 31,
2000 between Univision Communications Inc. and C. Douglas
Kranwinkle
21.1 Subsidiaries of the Company
23.1 Consents of experts--Arthur Andersen LLP
23.2 Consents of experts--McGladrey & Pullen, LLP
40
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
24.1 Power of Attorney (contained on "Signatures" page)
- ------------------------
(1) Previously filed as an exhibit to the Registration Statement on Form S-1 of
PTI Holdings, Inc. (File No. 33-66432)
(2) Previously filed as an exhibit to the Registration Statement on From S-1 of
The Univision Network Holding Limited Partnership (File No. 33-66434)
(3) Previously filed as an exhibit to PTI Holdings, Inc.'s Annual Report on
Form 10K for the year ended December 31, 1993
(4) Previously filed as an exhibit to Univision Television Group, Inc.'s Annual
Report on Form 10K for the year ended December 31, 1995.
(5) Previously filed as an exhibit to Univision Communications Inc.
Registration Statement on Form S-1 (File No. 333-6309).
(6) Previously filed as an exhibit to Univision Communications Inc.'s Annual
Report on Form 10K for the year ended December 31, 1996.
(7) Previously filed as an exhibit to Univision Communications Inc.'s Quarterly
Report on Form 10Q for the period ended June 30, 1997.
(8) Previously filed as an exhibit to Univision Communications Inc.'s Quarterly
Report on Form 10Q for the period ended June 30, 1998
(9) Previously filed as an exhibit to Univision Communications Inc.'s Annual
Report on Form 10K for the year ended December 31, 1998.
(10) Previously filed as an exhibit to Univision Communications Inc.'s
Quarterly Report on Form 10Q for the period ended March 31, 1999.
(11) Previously filed as an exhibit to Univision Communications Inc.'s Annual
Report on Form 10K for the year ended December 31, 1999.
(12) Previously filed as an exhibit to Univision Communications Inc.'s
Quarterly Report on Form 10Q for the period ended September 30, 2000.
(b) FINANCIAL STATEMENT SCHEDULES
Schedule II--Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities Exchange Act of 1934 are not required under the
related instructions or are inapplicable, and therefore have been omitted.
(c) REPORTS ON FORM 8-K
Amendment No. 1 to Form 8K dated August 7, 2000 was filed October 20, 2000.
The Company filed Item 2 (Acquisition of Assets) and Item 7 (Financial
Statements, Pro Forma Information and Exhibits) amending Form 8K filed
August 11, 2000 to provide pro forma information in connection with its equity
investment in Entravision Communications Corporation and to file the required
financial statements of the acquired business.
(d) FINANCIAL STATEMENTS OF ENTRAVISION COMMUNICATIONS CORPORATION
Refer to pages F-26 to F-54 for the separate financial statements of
Entravision Communication Corporation, which is a significant subsidiary of the
Company that is less than 50% owned and is not required to be consolidated in
the financial statements of the Company. The Company accounts for its 32%
investment in Entravision Communication Corporation using the equity method of
accounting.
41
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on March 27, 2001.
UNIVISION COMMUNICATIONS INC.
By: /s/ GEORGE W. BLANK
-----------------------------------------
George W. Blank
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates so indicated.
Each person whose signature appears below hereby authorizes Robert V. Cahill
and George W. Blank, or either of them, as attorneys-in-fact to sign on his
behalf, individually, and in the capacity stated below, and to file all
amendments and/or supplements to this Annual Report on Form 10-K.
/s/ A. JERROLD PERENCHIO
------------------------------------------- Chairman of the Board and March 27, 2001
A. Jerrold Perenchio Chief Executive Officer
Executive Vice President and
/s/ GEORGE W. BLANK Chief Financial Officer, in
------------------------------------------- his capacities, as Chief March 27, 2001
George W. Blank Financial Officer and
Principal Accounting Officer
------------------------------------------- Director March , 2001
Jose Baston
/s/ HAROLD GABA
------------------------------------------- Director March 27, 2001
Harold Gaba
/s/ ALAN HORN
------------------------------------------- Director March 27, 2001
Alan Horn
/s/ JOHN G. PERENCHIO
------------------------------------------- Director March 27, 2001
John G. Perenchio
/s/ ALEJANDRO RIVERA
------------------------------------------- Director March 27, 2001
Alejandro Rivera
/s/ RAY RODRIGUEZ
------------------------------------------- Director March 27, 2001
Ray Rodriguez
/s/ JUAN VILLALONGA
------------------------------------------- Director March 27, 2001
Juan Villalonga
42
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
3.1 (5) Amended and Restated Certificate of Incorporation of the
Company
3.2 (5) Amended and Restated Bylaws of the Company
3.3 (8) Certificate of Amendment of Restated Certificate of
Incorporation of the Company
4.1 (6) Form of specimen stock certificate
4.4 (1) Indenture dated as of December 17, 1992 relating to PTI
Holdings, Inc.'s Subordinated Ten Year Notes due 2002
(including the form of notes)
4.5 (2) Indenture dated as of December 17, 1992 relating to The
Univision Network Holding Limited Partnership's
Subordinated Ten Year Notes due 2002 (including form of
notes)
4.6 (3) First Supplemental Indenture dated as of October 1, 1993
relating to PTI Holdings, Inc.'s Subordinated Ten Year
Notes due 2002
4.7 (3) First Supplemental Indenture dated as of October 1, 1993
relating to The Univision Network Holding Limited
Partnership's Subordinated Ten Year Notes due 2002
10.1 (6) Form of Indemnification Agreement between the Company and
each of its executive officers and directors
10.2 (6) Registration Rights Agreement dated as of October 2, 1996
10.3 (5) 1996 Performance Award Plan
10.4 (4) Employment Agreement dated as of January 1, 1995, between
Univision Television Group, Inc. and George W. Blank
10.6 (6) Amended and Restated Program License Agreement dated as of
October 1, 1996 by and between Dennevar B.V. and the
Company
10.7 (6) Amended and Restated Program License Agreement dated as of
October 1, 1996 by and between Univisa, Inc. and the
Company
10.8 (6) Participation Agreement dated as of October 2, 1996 by and
among the Company, Perenchio, Televisa, Venevision and
certain of their affiliates
10.9 (6) International Program Rights Agreement by and among the
Company, Venevision and Televisa
10.10 (6) Amended and Restated Warrants issued to Televisa dated as of
October 2, 1996
10.11 (6) Amended and Restated Warrants issued to Venevision dated as
of October 2, 1996
10.12 (6) Credit Agreement dated as of September 26, 1996 among
Univision Communications Inc., the banks and other
financial institutions parties thereto (the "Lenders"),
The Chase Manhattan Bank, N.A., a national banking
association ("Chase"), as a managing agent and Banque
Paribas, a French banking corporation ("Paribas"), as a
managing agent, and Chase as administrative agent
10.12.1(7) First Amendment to Credit Agreement dated as of April 10,
1997 (this "Amendment") to the Credit Agreement dated as
of September 26, 1996 (the "Credit Agreement") among
Univision Communications, Inc. (the "Borrower"), certain
Lenders party thereto (collectively, the "Lenders"),
Banque Paribas and The Chase Manhattan Bank (collectively,
the "Managing Agents") and The Chase Manhattan Bank, as
Administrative Agent (in such capacity, the
"Administrative Agent").
43
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
10.12.2(9) Second Amendment to Credit Agreement dated as of November 6,
1998 (this "Amendment") to the Credit Agreement dated as
of September 26, 1996 (as amended, the "Credit Agreement")
among Univision Communications Inc. (the "Borrower"),
certain Lenders party thereto (collectively, the
"Lenders"), Paribas (as successor-in-interest to Banque
Paribas) and The Chase Manhattan Bank, as Managing Agents
(collectively, the "Managing Agents") and The Chase
Manhattan Bank, as Administrative Agent (in such capacity,
the "Administrative Agent").
10.12.3(11) Third Amendment to Credit Agreement dated as of December 20,
1999 (this "Amendment") to the Credit Agreement dated as
of September 26, 1996 (as amended, the "Credit Agreement")
among Univision Communications Inc. (the "Borrower"),
certain Lenders party thereto (collectively, the
"Lenders"), Paribas (as successor-in-interest to Banque
Paribas) and The Chase Manhattan Bank, as Managing Agents
(collectively, the "Managing Agents") and The Chase
Manhattan Bank, as Administrative Agent (in such capacity,
the "Administrative Agent").
10.12.4(12) Fourth Amendment to Credit Agreement dated as of October 10,
2000 to the Credit Agreement dated as of September 26,
1996 among Univision Communications Inc., certain lenders
party thereto, BNP Paribas (as successor-in-interest to
Banque Paribas) and The Chase Manhattan Bank, as Managing
Agents and Chase, as Administrative Agent.
10.12.5(12) Credit Agreement, dated as of October 13, 2000, among (1)
Univision Communications Inc., a Delaware corporation, (2)
the several banks and other financial institutions from
time to time parties to this Agreement, (3) BNP Paribas,
as Joint Advisor, Joint Lead Arranger and Joint Book
Manager, (4) The Chase Manhattan Bank, a New York banking
corporation, as Joint Advisor, Joint Lead Arranger and
Joint Book Manager, (5) BNP Paribas and Chase, as
arrangers for the lenders hereunder and (6) Chase, as
administrative agent for the Lenders hereunder.
10.13 (6) Security Agreements dated as of September 26, 1996 between
Univision Communications Inc. and each of the Guarantors
(as defined therein) in favor of the Administrative Agent,
for the benefit of the Lenders
10.14.1(6) Guarantee dated as of September 26, 1996 executed by the
Guarantors other than Univision Network Limited
Partnership in favor of the Administrative Agent for the
benefit of the Lenders
10.14.2(6) Guarantee dated as of September 26, 1996 executed by
Univision Network Limited Partnership in favor of the
Administrative Agent for the benefit of the Lenders
10.15 (5) Employment Agreement dated as of January 1, 1995 between the
Network and Ray Rodriguez
10.16 Employment Agreement dated as of August 17, 2000 between the
Univision Communications Inc. and C. Douglas Kranwinkle
10.30 (8) Co-Production Agreement between the Company and Televisa
10.31 (10) Reimbursement Agreement between the Company and Chartwell
Services Inc.
10.32 Amendment to Employment Agreement dated as of December 31,
2000 between Univision Communications Inc. and George W.
Blank
10.33 Amendment to Employment Agreement dated as of December 31,
2000 between the Network and Ray Rodriguez
10.34 Amendment to Employment Agreement dated as of December 31,
2000 between Univision Communications Inc. and C. Douglas
Kranwinkle
44
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
21.1 Subsidiaries of the Company
23.1 Consents of experts--Arthur Andersen LLP
23.2 Consents of experts--McGladrey & Pullen, LLP
24.1 Power of Attorney (contained on "Signatures" page)
- ------------------------
(1) Previously filed as an exhibit to the Registration Statement on Form S-1 of
PTI Holdings, Inc. (File No. 33-66432)
(2) Previously filed as an exhibit to the Registration Statement on From S-1 of
The Univision Network Holding Limited Partnership (File No. 33-66434)
(3) Previously filed as an exhibit to PTI Holdings, Inc.'s Annual Report on
Form 10K for the year ended December 31, 1993
(4) Previously filed as an exhibit to Univision Television Group, Inc.'s Annual
Report on Form 10K for the year ended December 31, 1995.
(5) Previously filed as an exhibit to Univision Communications Inc.
Registration Statement on Form S-1 (File No. 333-6309).
(6) Previously filed as an exhibit to Univision Communications Inc.'s Annual
Report on Form 10K for the year ended December 31, 1996.
(7) Previously filed as an exhibit to Univision Communications Inc.'s Quarterly
Report on Form 10Q for the period ended June 30, 1997.
(8) Previously filed as an exhibit to Univision Communications Inc.'s Quarterly
Report on Form 10Q for the period ended June 30, 1998
(9) Previously filed as an exhibit to Univision Communications Inc.'s Annual
Report on Form 10K for the year ended December 31, 1998.
(10) Previously filed as an exhibit to Univision Communications Inc.'s
Quarterly Report on Form 10Q for the period ended March 31, 1999.
(11) Previously filed as an exhibit to Univision Communications Inc.'s Annual
Report on Form 10K for the year ended December 31, 1999.
(12) Previously filed as an exhibit to Univision Communications Inc.'s
Quarterly Report on Form 10Q for the period ended September 30, 2000.
45
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of Univision Communications Inc.:
We have audited in accordance with audit standards generally accepted in the
United States, the consolidated financial statements of Univision
Communications Inc. (a Delaware corporation) and subsidiaries for the years
ended December 31, 2000, 1999 and 1998 included in Item 8 of this Form 10-K and
have issued our report thereon dated February 7, 2001. Our audits were made for
the purpose of forming an opinion on the basic consolidated financial statements
taken as a whole. The schedule listed in Item 14(b) of this Form 10-K is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. The schedule for the years ended
December 31, 1998, 1999 and 2000 has been subjected to the auditing procedures
applied in the audit of the basic consolidated financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic consolidated financial statements
taken as a whole.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
February 7, 2001
46
SCHEDULE II
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
(DOLLARS IN THOUSANDS)
ADDITIONS
-------------------------------
BALANCE AT CHARGED TO CHARGED TO
BEGINNING OF COSTS AND OTHER BALANCE AT
DESCRIPTION PERIOD EXPENSES ACCOUNTS DEDUCTIONS END OF PERIOD
- ----------- -------------- -------------- -------------- -------------- --------------
DEBIT (CREDIT) DEBIT (CREDIT) DEBIT (CREDIT) DEBIT (CREDIT) DEBIT (CREDIT)
FOR THE YEAR ENDED DECEMBER 31,
1998
Allowance for doubtful
accounts....................... $ (8,584) $ (648) $ -- $1,153(1) $ (8,079)
========= ======== ======= ====== =========
Accumulated amortization of
intangible assets.............. $(176,274) $(43,585) $ -- $ -- $(219,859)
========= ======== ======= ====== =========
Accumulated amortization of
deferred financing costs....... $ (1,973) $ (1,677) $ -- $ -- $ (3,650)
========= ======== ======= ====== =========
FOR THE YEAR ENDED DECEMBER 31,
1999
Allowance for doubtful
accounts....................... $ (8,079) $ (1,192) $ -- $1,646(1) $ (7,625)
========= ======== ======= ====== =========
Accumulated amortization of
intangible assets.............. $(219,859) $(39,171) $ -- $ 879(2) $(258,151)
========= ======== ======= ====== =========
Accumulated amortization of
deferred financing costs....... $ (3,650) $ (1,441) $ -- $ -- $ (5,091)
========= ======== ======= ====== =========
FOR THE YEAR ENDED DECEMBER 31,
2000
Allowance for doubtful
accounts....................... $ (7,625) $ (3,106) $ -- $1,977(1) $ (8,754)
========= ======== ======= ====== =========
Accumulated amortization of
intangible assets.............. $(258,151) $(38,737) $ -- $ -- $(296,888)
========= ======== ======= ====== =========
Accumulated amortization of
deferred financing costs....... $ (5,091) $ (1,361) $ -- $ -- $ (6,452)
========= ======== ======= ====== =========
- ------------------------
(1) Write-offs of accounts receivable, net of recoveries.
(2) Represents sale of Alburquerque station.
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
--------
UNIVISION COMMUNICATIONS INC.
Report of Independent Public Accountants.................. F-2
Consolidated Balance Sheets at December 31, 2000 and
1999.................................................... F-3
Consolidated Statements of Income for the Years Ended
December 31, 2000, 1999 and 1998........................ F-4
Consolidated Statements of Changes in Stockholders' Equity
for the Years Ended December 31, 1998, 1999 and 2000.... F-5
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998........................ F-6
Notes to Consolidated Financial Statements................ F-7
ENTRAVISION COMMUNICATIONS CORPORATION
Independent Auditor's Report.............................. F-26
Consolidated Balance Sheets............................... F-27
Consolidated Statements of Operations..................... F-28
Consolidated Statements of Mandatorily Redeemable
Preferred Stock and Equity.............................. F-29
Consolidated Statements of Cash Flows..................... F-31
Notes to Consolidated Financial Statements................ F-32
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of Univision Communications Inc.:
We have audited the accompanying consolidated balance sheets of Univision
Communications Inc. (a Delaware corporation) and subsidiaries as of
December 31, 2000 and 1999, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for the years ended December 31,
2000, 1999 and 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Univision
Communications Inc. and subsidiaries as of December 31, 2000 and 1999, and the
results of their operations and their cash flows for the years ended
December 31, 2000, 1999 and 1998, in conformity with accounting principles
generally accepted in the United States.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
February 7, 2001
F-2
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
ASSETS
DECEMBER 31,
---------------------
2000 1999
---------- --------
Current assets:
Cash...................................................... $ 54,528 $ 22,558
Accounts receivable, less allowance for doubtful accounts
of $8,754 in 2000 and $7,625 in 1999.................... 149,437 136,096
Program rights............................................ 22,249 7,847
Prepaid expenses and other................................ 23,658 11,409
---------- --------
Total current assets.................................... 249,872 177,910
Property and equipment, net, less accumulated depreciation
of $103,087 in 2000 and $78,504 in 1999................... 247,233 205,181
Intangible assets, net, less accumulated amortization of
$296,888 in 2000 and $258,151 in 1999..................... 512,544 551,240
Deferred financing costs, net, less accumulated amortization
of $6,452 in 2000 and $5,091 in 1999...................... 4,686 5,402
Deferred income taxes, net.................................. 7,782 13,315
Program rights, less current portion........................ 19,023 6,984
Note receivable--Entravision................................ -- 10,000
Investment in unconsolidated subsidiaries................... 400,488 --
Other assets................................................ 6,677 4,425
---------- --------
Total assets............................................ $1,448,305 $974,457
========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities.................. $ 106,418 $ 78,725
Income taxes.............................................. 23,021 6,026
Accrued interest.......................................... 908 373
Accrued license fee....................................... 12,557 9,567
Obligations for program rights............................ 1,088 946
Current portion of long-term debt and capital lease
obligations............................................. 218,969 46,264
---------- --------
Total current liabilities............................... 362,961 141,901
Long-term debt including accrued interest, less current
portion................................................... 298,289 225,684
Capital lease obligations, less current portion............. 79,400 77,454
Other long-term liabilities................................. 6,323 6,550
---------- --------
Total liabilities....................................... 746,973 451,589
---------- --------
Redeemable convertible 6% preferred stock, $.01 par value,
with a conversion price of $8.171875 to Class A Common
Stock (6,000 and 9,000 shares issued and outstanding at
December 31, 2000 and 1999, respectively)................. 6,060 9,090
---------- --------
Stockholders' equity:
Preferred stock, $.01 par value (10,000,000 shares
authorized; zero issued and outstanding)................ -- --
Common stock, $.01 par value (492,000,000 shares
authorized; 207,081,700 and 204,282,872 shares issued
including shares in treasury, at December 31, 2000 and
1999, respectively)..................................... 2,071 2,043
Paid-in-capital........................................... 496,227 426,375
Retained earnings......................................... 219,167 102,762
---------- --------
717,465 531,180
Less common stock held in treasury (1,017,180 shares at
cost at December 31, 2000 and 928,102 shares at cost at
December 31, 1999)...................................... (22,193) (17,402)
---------- --------
Total stockholders' equity.............................. 695,272 513,778
---------- --------
Total liabilities and stockholders' equity.................. $1,448,305 $974,457
========== ========
See Notes to Consolidated Financial Statements
F-3
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31,
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
2000 1999 1998
------------ ------------ ------------
Net revenues....................................... $ 863,459 $ 693,090 $ 577,053
------------ ------------ ------------
Direct operating expenses.......................... 312,381 241,870 220,918
Selling, general and administrative expenses....... 223,023 184,159 160,543
Depreciation and amortization...................... 66,765 62,583 64,438
------------ ------------ ------------
Operating income................................... 261,290 204,478 131,154
Interest expense, net.............................. 30,097 27,459 35,830
Amortization of deferred financing costs........... 1,361 1,441 1,677
Special bonus award................................ -- -- 42,608
Equity loss in unconsolidated subsidiaries......... 4,828 498 764
------------ ------------ ------------
Income before taxes and extraordinary loss on
extinguishment of debt........................... 225,004 175,080 50,275
Provision for income taxes......................... 108,081 91,536 40,348
------------ ------------ ------------
Income before extraordinary loss on extinguishment
of debt.......................................... 116,923 83,544 9,927
Extraordinary loss on extinguishment of debt
(including a tax provision of $246).............. -- (2,611) --
------------ ------------ ------------
Net income......................................... 116,923 80,933 9,927
Preferred stock dividends.......................... (518) (540) (606)
------------ ------------ ------------
Net income available to common stockholders........ $ 116,405 $ 80,393 $ 9,321
============ ============ ============
BASIC EARNINGS PER SHARE
Income per share available to common stockholders
before extraordinary loss........................ $ 0.57 $ 0.43 $ 0.05
Extraordinary loss per share....................... -- (0.01) --
------------ ------------ ------------
Net income per share available to common
stockholders..................................... $ 0.57 $ 0.42 $ 0.05
============ ============ ============
Weighted average common shares outstanding......... 204,893,438 192,971,418 173,281,776
============ ============ ============
DILUTED EARNINGS PER SHARE
Income per share available to common stockholders
before extraordinary loss........................ $ 0.49 $ 0.35 $ 0.04
Extraordinary loss per share....................... -- (0.01) --
------------ ------------ ------------
Net income per share available to common
stockholders..................................... $ 0.49 $ 0.34 $ 0.04
============ ============ ============
Weighted average common shares outstanding......... 238,963,587 236,236,626 232,418,104
============ ============ ============
See Notes to Consolidated Financial Statements
F-4
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
(IN THOUSANDS)
COMMON
STOCK
COMMON PAID-IN- RETAINED IN
STOCK CAPITAL EARNINGS TREASURY TOTAL
-------- -------- -------- -------- --------
Balance, January 1, 1998.................... 1,706 331,475 13,048 -- 346,229
Net income for the year..................... -- -- 9,927 -- 9,927
Preferred stock dividends declared.......... -- -- (606) -- (606)
Contribution of treasury shares............. -- 45,011 -- (17,402) 27,609
Exercise of warrants........................ 100 224 -- -- 324
Conversion of redeemable convertible 6%
preferred stock........................... 4 2,996 -- -- 3,000
Exercise of stock options, including related
tax benefits.............................. 8 8,157 -- -- 8,165
------ -------- -------- -------- --------
Balance, December 31, 1998.................. 1,818 387,863 22,369 (17,402) 394,648
Net income for the year..................... -- -- 80,933 -- 80,933
Preferred stock dividends declared.......... -- -- (540) -- (540)
Exercise of warrants........................ 202 (202) -- -- --
Exercise of stock options, including related
tax benefits.............................. 23 38,714 -- -- 38,737
------ -------- -------- -------- --------
Balance, December 31, 1999.................. 2,043 426,375 102,762 (17,402) 513,778
Net income for the year..................... -- -- 116,923 -- 116,923
Preferred stock dividends declared.......... -- -- (518) -- (518)
Conversion of redeemable convertible 6%
preferred stock........................... 4 2,996 -- -- 3,000
Exercise of stock options, including related
tax benefits.............................. 24 66,856 -- (4,791) 62,089
------ -------- -------- -------- --------
Balance, December 31, 2000.................. $2,071 $496,227 $219,167 $(22,193) $695,272
====== ======== ======== ======== ========
See Notes to Consolidated Financial Statements
F-5
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
(IN THOUSANDS)
2000 1999 1998
--------- -------- --------
Net income.................................................. $ 116,923 $ 80,933 $ 9,927
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation.............................................. 28,028 23,412 20,853
Loss on sale of fixed assets.............................. 1 183 80
Equity loss in unconsolidated subsidiaries................ 4,828 498 764
Non-cash portion of special bonus award................... -- -- 27,609
Amortization of intangible assets and deferred financing
costs................................................... 40,098 40,612 45,262
Extraordinary loss on extinguishment of debt.............. -- 2,611 --
Changes in assets and liabilities:
Accounts receivable, net.................................. (13,341) (17,688) (1,559)
Intangible assets, net.................................... (41) (427) (6,436)
Deferred income taxes..................................... 5,533 9,320 30,411
License fees payable...................................... 127,441 101,724 77,808
Payment of license fees................................... (124,451) (99,729) (75,610)
Program rights............................................ (26,441) (4,352) (4,829)
Prepaid expenses and other assets......................... (16,785) (1,663) (20,236)
Accounts payable and accrued liabilities.................. 27,693 4,015 3,208
Income taxes.............................................. 16,995 13,994 6,312
Income tax benefit from options exercised................. 41,401 22,268 3,205
Accrued interest.......................................... 9,140 7,752 7,943
Obligations for program rights............................ (858) 1,508 (456)
Other, net................................................ (186) 1,986 (161)
--------- -------- --------
Net cash provided by operating activities................... 235,978 186,957 124,095
--------- -------- --------
Cash flow from investing activities:
Investment in unconsolidated subsidiaries................. (393,032) (1,000) (831)
Capital expenditures...................................... (64,669) (38,965) (40,984)
Proceeds from sale of Albuquerque station................. -- 1,000 --
Proceeds from sale of fixed assets........................ 11 29 93
--------- -------- --------
Net cash used in investing activities....................... (457,690) (38,936) (41,722)
--------- -------- --------
Cash flow from financing activities:
Proceeds from issuance of long-term debt.................. 390,000 62,000 90,000
Repayment of long-term debt............................... (155,814) (198,361) (174,715)
Purchase of Junior Subordinated Notes..................... -- (17,998) --
Exercise of options....................................... 20,688 16,470 4,960
Exercise of warrants...................................... -- -- 324
Preferred stock dividends paid............................ (547) (540) (636)
Deferred financing costs.................................. (645) -- --
--------- -------- --------
Net cash provided by (used in) financing activities......... 253,682 (138,429) (80,067)
--------- -------- --------
Net increase in cash........................................ 31,970 9,592 2,306
Cash beginning of year...................................... 22,558 12,966 10,660
--------- -------- --------
Cash end of year............................................ $ 54,528 $ 22,558 $ 12,966
========= ======== ========
Supplemental disclosure of cash flow information:
Interest paid during the year............................. $ 20,657 $ 20,412 $ 27,589
========= ======== ========
Income taxes paid......................................... $ 43,910 $ 46,275 $ 16,812
========= ======== ========
See Notes to Consolidated Financial Statements
F-6
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
1. ORGANIZATION OF THE COMPANY
The operations of Univision Communications Inc. and its wholly owned
subsidiaries (the "Company"), the leading Spanish-language television broadcast
company in the United States, include Univision Network (the "Network"), the
most-watched Spanish-language television network in the United States; Univision
Television Group ("UTG"), which owns and operates 12 full-power and 7 low-power
television stations (the "O&Os"), including full-power stations in 11 of the top
15 U.S. Hispanic markets; Galavision, the country's leading Spanish-language
cable network; and Univision Online, Inc. ("Univision Online"), which operates
the Company's Internet portal, UNIVISION.COM. The Company's signal covers
92 percent of all U.S. Hispanic households through the O&Os, the Network's
affiliates (12 full-power and 21 low-power stations with which the Company has
affiliation agreements) ("Affiliated Stations") and cable affiliates.
The Company's 11 full-power, Spanish-language television stations are
located in Los Angeles, New York, Miami, San Francisco, Chicago, Houston, San
Antonio, Dallas, Phoenix, Fresno and Sacramento, and the Company's one
English-language, full-power television station is located in Bakersfield. The
Company also owns and operates seven low-power, Spanish-language television
stations serving Austin, Bakersfield, Fort Worth, Hartford, Philadelphia, Santa
Rosa and Tucson. The Company's Spanish-language television stations are
affiliated with the Network, and the English-language station is affiliated with
UPN (United Paramount Network).
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements include the accounts and operations of
the Company. All significant intercompany accounts and transactions have been
eliminated. Certain reclassifications have been made to the prior year's
financial statements to conform to the current year's presentation.
The Company accounts for its investments in 20%- to 50%-owned companies
using the equity method of accounting. Accordingly, the Company's share of the
earnings or losses of these companies is included in the equity loss of
unconsolidated subsidiaries in the accompanying consolidated statements of
income.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
ACCOUNTING FOR LONG-LIVED ASSETS
In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 121 "Accounting for the Impairment of Long-Lived Assets to be Disposed of,"
the Company periodically reviews long-lived assets and certain identifiable
intangibles for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be fully recoverable. Impairment of
long-lived assets exists if, at a minimum, the future expected cash flows
(undiscounted and without interest charges) from an entity's operations are less
than the carrying value of these assets. The Company does not believe that any
such impairment has occurred.
F-7
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT AND RELATED DEPRECIATION AND AMORTIZATION
Property and equipment is carried on the basis of cost. Depreciation is
provided using the straight-line method over the estimated useful lives of the
assets. Buildings and improvements are depreciated over 5 to 20 years, broadcast
and other equipment over 3 to 7 years. Leasehold improvements are amortized over
the remaining life of the lease. Depreciation and amortization include
depreciation on property and equipment of $28,028,000 in 2000, $23,412,000 in
1999 and $20,853,000 in 1998, of which $23,358,000, $19,996,000 and $17,966,000,
respectively, relate to direct operating expenses and $4,670,000, $3,416,000 and
$2,887,000, respectively, relate to selling, general and administrative
expenses.
INTANGIBLE ASSETS
Intangible assets consist of amounts by which the cost of acquisitions
exceeded the fair values assigned to net tangible assets. The intangible assets
primarily represent broadcasting licenses, Network affiliation agreements,
acquisition costs and goodwill. Acquisition costs are amortized over a five-year
period, and substantially all other intangible assets are amortized using the
straight-line method over 20 years.
Intangible assets and accumulated amortization consist of the following as
of December 31, 2000 and 1999:
2000 1999
--------- ---------
(IN THOUSANDS)
Broadcast licenses.................................... $ 286,949 $ 286,949
Affiliation agreements................................ 427,041 427,041
Goodwill and other intangible assets.................. 95,442 95,401
--------- ---------
809,432 809,391
Accumulated amortization.............................. (296,888) (258,151)
--------- ---------
$ 512,544 $ 551,240
========= =========
Subsequent to acquisitions, the Company continually evaluates whether later
events and circumstances have occurred which indicate that the remaining
estimated useful life of intangible assets may warrant revision or that the
remaining balance of such assets may not be recoverable.
DEFERRED FINANCING COSTS
Deferred financing costs are amortized over the life of the related debt
using the straight-line method.
F-8
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities comprise the following as of
December 31, 2000 and 1999:
2000 1999
-------- --------
(IN THOUSANDS)
Trade accounts payable and accruals...................... $ 58,905 $43,021
Severance and litigation costs........................... 7,313 5,780
Galavision cable launch commitments...................... 6,046 241
Acquired stations integration costs...................... 1,568 1,694
Research costs........................................... 1,478 1,087
Accrued compensation..................................... 22,470 15,432
Other.................................................... 8,638 11,470
-------- -------
$106,418 $78,725
======== =======
PROGRAM RIGHTS FOR TELEVISION BROADCAST
Costs incurred in connection with the production of or purchase of rights to
programs to be broadcast within one year are classified as current assets, while
costs of those programs to be broadcast subsequently are considered noncurrent.
Program costs are charged to operating expense as the programs are broadcast.
NET REVENUES
Net revenues comprise gross revenues, including subscriber fees, a Network
service fee payable to the Network by the Affiliated Stations, less agency
commissions and an allocation of Network revenues to certain Affiliated
Stations. Gross revenues and the related agency commissions and allocations to
Affiliated Stations are recognized when advertising spots are broadcast. No one
advertiser represented more than 10% of gross advertising revenues of the
Company in 2000, 1999 or 1998.
The SEC issued Staff Accounting Bulletin ("SAB") No. 101 "Revenue
Recognition in Financial Statements," which reemphasizes existing guidance
related to revenue recognition, including criteria specified in the Financial
Accounting Standards Board's conceptual framework on timing of revenue
recognition, and presentation and disclosure of revenue in the financial
statements. SAB No. 101 was effective for the 2000 fourth quarter. The
implementation of SAB No. 101 did not have a material impact on the Company's
results of operations, cash flows or financial position.
EARNINGS PER SHARE
The Company is required to calculate basic earnings per share, which is
computed by dividing income available to common stockholders (the numerator) by
the weighted-average number of common shares outstanding (the denominator)
during the period. Income available to common stockholders is computed by
deducting both the dividends declared in the period on preferred stock (whether
or not paid) and dividends accumulated for the period on cumulative preferred
stock (whether or not earned) from income from continuing operations and also
net income. The Company is also required to compute diluted earnings per share,
which is similar to basic earnings per share, except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the dilutive potential
F-9
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
common shares had been issued. In addition, in computing the dilutive effect of
convertible securities, the numerator is adjusted to add back the convertible
preferred stock dividends.
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities." In June 2000,
the Financial Accounting Standards Board issued SFAS No. 138 "Accounting for
Certain Derivative Instruments and Certain Hedging Activities," which amended
SFAS No. 133. These Statements establish accounting and reporting standards
requiring that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded in the balance sheet as
either an asset or a liability measured at its fair value. The Statements
require that changes in the derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. Special accounting
for qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement and requires that a company
formally document, designate and assess the effectiveness of transactions that
receive hedge accounting. The Company is required to adopt these standards in
the first quarter of 2001.
The Company has evaluated the requirements of these statements and believes
that it currently has no material derivative instruments or hedging activities
under the guidelines of SFAS Nos. 133 and 138.
COMMON STOCK SPLIT
The Company's Board of Directors approved a two-for-one stock split for all
common stockholders of record as of July 28, 2000. The common stock split became
effective in the form of a stock dividend payable on August 11, 2000. Each
stockholder received one new share of common stock for each outstanding share of
the Company's common stock held as of the record date. All references to the
number of shares and to per-share data included in the consolidated financial
statements and footnotes have been adjusted to reflect the stock split on a
retroactive basis.
INCOME TAXES
Income taxes are recognized during the year in which transactions enter into
the determination of financial statement income. Deferred taxes are provided for
temporary differences between amounts of assets and liabilities for financial
reporting purposes and such amounts as measured by tax laws (see Note 9).
3. RELATED PARTY TRANSACTIONS
PROGRAM LICENSE AGREEMENTS
The Company has Program License Agreements with Televisa and Venevision with
a royalty rate of 15% of Combined Net Time Sales (time sales from broadcasting,
including barter, trade and television subscription revenues, less advertising
commissions, certain special event revenues, music license fees, outside
affiliate compensation and taxes other than withholding taxes) until the
termination of the agreements on December 17, 2017.
F-10
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
3. RELATED PARTY TRANSACTIONS (CONTINUED)
Additionally, pursuant to the Program License Agreements, Televisa and
Venevision have the right to use, without charge, advertising time that the
Company does not sell to advertisers or that the Company does not use. There are
limitations on the ability of Televisa and Venevision to use such time for
telemarketing products, and such time may be preempted to the extent sold to a
paying advertiser. Televisa and Venevision each may also purchase for its own
use non-preemptable time at the lowest spot rate for the applicable time period.
Televisa purchased non-preemptable time from the Company, which resulted in
advertising revenues of approximately $3,000,000, $1,784,000 and $2,700,000 in
2000, 1999 and 1998, respectively.
SPECIAL BONUS AWARD
On May 13, 1998, a major stockholder contributed 2,709,330 shares of
Class P Common Stock to the Company, which were converted to Class A Common
Stock and placed in the Company's treasury. On May 27, 1998, under the Univision
Communications Inc. 1998 Stock Bonus Plan, the Company granted 1,781,228 shares
of Class A Common Stock to selected employees. These transactions resulted in a
pre-tax income statement charge of $42,608,000, which consists of non-cash
compensation of $27,609,000 and required tax withholdings remitted by the
Company of $14,999,000, as well as an increase to paid-in-capital of
$45,011,000. The net income effect on the 12 months ended December 31, 1998, was
a reduction of $29,084,000, net of the $13,524,000 related tax benefit. The tax
benefit was reduced by $3,493,000 due to the effect of non-deductible excess
compensation of $8,541,000. The Company has retained the remaining 928,102
shares, with a book value of $17,402,000, in its treasury. Consistent with
broadcast industry reporting, broadcast cash flow and EBITDA exclude the total
amount of this special bonus award of $42,608,000.
4. PROPERTY AND EQUIPMENT
Property and equipment, and accumulated depreciation and amortization,
consist of the following as of December 31, 2000 and 1999:
2000 1999
--------- --------
(IN THOUSANDS)
Land and improvements.................................. $ 17,937 $ 14,407
Building and improvements.............................. 54,777 45,568
Broadcast equipment.................................... 129,519 98,112
Transponder equipment.................................. 42,884 41,577
Other equipment........................................ 35,536 25,859
Construction in progress............................... 69,667 58,162
--------- --------
350,320 283,685
Accumulated depreciation and amortization.............. (103,087) (78,504)
--------- --------
$ 247,233 $205,181
========= ========
F-11
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
5. DEBT
Long-term debt (excluding capital leases--see Note 6) consists of the
following as of December 31, 2000 and 1999:
2000 1999
--------- --------
(IN THOUSANDS)
Bank Term Facility..................................... $ 156,900 $200,000
Revolving Credit Facility.............................. 180,000 --
Temporary Credit Facility.............................. 100,000 --
Junior Subordinated Notes payable, including accrued
interest............................................. 77,389 68,784
--------- --------
514,289 268,784
Less current portion................................... (216,000) (43,100)
--------- --------
Long-term debt......................................... $ 298,289 $225,684
========= ========
The Company has a bank facility with a syndicate of commercial banks and
other lenders that consists of a $156,900,000 amortizing term loan (the "Term
Facility") with a final maturity of December 31, 2003, and a $180,000,000
reducing revolving credit facility (the "Revolving Credit Facility") maturing on
the same date.
On October 13, 2000, the Company entered into a temporary credit agreement
with BNP Paribas and Chase Manhattan Bank that expires on October 12, 2001. The
agreement allows the Company to borrow a total of $100,000,000 above its
existing credit facility. The Company entered into the temporary credit
agreement to expand its existing credit facility in order to borrow for general
business purposes. Under the agreement, the applicable interest rate margin on
Eurodollar (Libor) loans will be 1.50% per annum. At December 31, 2000, the
Company had $100,000,000 outstanding under this new facility. The Company is
currently negotiating a new credit facility with a consortium of banks to expand
and replace its existing and temporary credit agreements. The Company expects to
finalize the new credit agreement during the first half of 2001.
The Term Facility amortizes quarterly, with $33,000,000 required to be
repaid during 2001. During 2000, the Company paid the required quarterly
payments totaling $35,100,000 and made an $8,000,000 prepayment against its Term
Facility as a result of its annual "excess cash flow" calculation based on its
1999 operating results. The payments were funded by cash from operations. In
2001, the Company will be required to make a $63,000,000 prepayment against its
Term Facility as a result of its annual "excess cash flow" calculation based on
its 2000 operating results. The Company has obtained a waiver from its lenders
to postpone the $63,000,000 "excess cash flow" payment that would normally be
due in the first quarter of 2001, until June 29, 2001, while the Company
negotiates its new credit facility as described above. The Revolving Credit
Facility has scheduled reductions in availability of $5,000,000 per quarter
during 2001.
In addition to the scheduled amortization of the Term Facility and scheduled
reductions of the Revolving Credit Facility described above, 50% of "excess cash
flow" of the Company (66.67% if certain leverage tests are not satisfied) will
be applied each year, first to ratably reduce loans made under the Term Facility
and thereafter to reduce the availability under the Revolving Credit Facility.
In addition, proceeds from the sale or other disposition of assets outside the
ordinary course of business and 80% of the proceeds of equity offerings by the
Company will be similarly applied. Any such mandatory prepayments
F-12
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
5. DEBT (CONTINUED)
will ratably reduce each remaining installment or scheduled reduction of the
Term Facility and the Revolving Credit Facility.
The bank facility may be voluntarily prepaid by the Company at any time
without premium or penalty.
Loans made under the Term Facility and the Revolving Credit Facility bear
interest, which includes interest rate margin costs, determined by reference to
the ratio of the Company's total indebtedness to EBITDA for the four fiscal
quarters most recently concluded (the "Leverage Ratio"). The interest rate
margins applicable to the Eurodollar loans range from 0.35% to 1.00% per annum.
There are no interest rate margins applicable to prime rate loans. At
December 31, 2000, the interest rate applicable to the Company's Eurodollar
loans was approximately 7.00%, which includes an interest rate margin cost of
0.35%, and the interest rate applicable to all prime rate loans was 9.50%.
The bank facility is guaranteed by the Company and is secured by a security
interest in substantially all of the personal property assets of the Company
(subject to limitations of federal law in the case of FCC licenses of the O&Os).
The bank facility contains limitations on the incurrence of debt and liens
by the Company, the payment of cash common stock dividends, the disposition of
assets, financial performance tests and other restrictions typical of leveraged
credits.
In addition to customary events of default, it will be an event of default
if a change of control occurs (defined as a person or persons other than A.
Jerrold Perenchio or his permitted transferees gaining voting control of the
Company).
The Junior Subordinated Notes, which have a face value of $7,306,000 and
$50,020,000 and bear simple interest at 7%, were originally payable by PTI
Holdings, Inc., and Univision Network Holding Limited Partnership, respectively,
to Hallmark Cards, Inc. ("Hallmark") in connection with the acquisition from
Hallmark. Hallmark has since sold the Junior Subordinated Notes to a third
party, which resold them to the public as a series of notes. The Junior
Subordinated Notes are unsecured; all interest and principal is due on
December 17, 2002. The Junior Subordinated Notes were discounted at an effective
rate of approximately 12.5%. During 1999, the Company purchased, at a premium,
$14,074,000 face amount of the Junior Subordinated Notes (see Note 11). The
discounts on the Junior Subordinated Notes with a face value of $57,326,000 at
December 31, 2000 and 1999, are $12,205,000 and $16,797,000, respectively. The
discounts, which are shown as a reduction of the related debt, are being
amortized under the effective interest method over the term of the Junior
Subordinated Notes. The maturity value of the Junior Subordinated Notes at
December 31, 2000 and 1999, are $89,594,000 and $85,581,000, respectively.
F-13
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
5. DEBT (CONTINUED)
Long-term debt (excluding capital leases--see Note 6) matures as follows:
AMOUNT
--------------
(IN THOUSANDS)
Year ending December 31:
2001........................................................ $216,000
2002........................................................ 145,389
2003........................................................ 152,900
Thereafter.................................................. --
--------
Total....................................................... $514,289
========
The Company estimates that the fair value of the bank debt and the Junior
Subordinated Notes at December 31, 2000, approximates book value.
Interest expense, net, reflected in the accompanying consolidated statements
of income, comprises the following for the years ended December 31:
2000 1999 1998
-------- -------- --------
(IN THOUSANDS)
Bank facility.................................... $18,784 $16,261 $23,959
Junior Subordinated Notes........................ 8,604 8,020 8,465
Capital leases (see Note 6)...................... 3,342 3,283 3,544
Other--net....................................... (633) (105) (138)
------- ------- -------
$30,097 $27,459 $35,830
======= ======= =======
6. COMMITMENTS
The Company is obligated under long-term operating leases expiring at
various dates through 2017 for office, studio, automobile, tower and transponder
rentals. The Company is also obligated under long-term
F-14
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
6. COMMITMENTS (CONTINUED)
capital lease obligations through 2021. The following is a schedule by year of
future annual rentals under operating and capital leases as of December 31,
2000:
OPERATING CAPITAL
LEASES LEASES
--------- --------
(IN THOUSANDS)
Year ending December 31:
2001.................................................... $ 16,579 $ 7,428
2002.................................................... 12,449 10,211
2003.................................................... 11,269 10,211
2004.................................................... 10,845 10,290
2005.................................................... 10,192 10,306
Thereafter.............................................. 49,386 107,864
-------- --------
Total minimum lease payments............................ $110,720 156,310
========
Less interest and executory costs....................... (73,941)
--------
Total present value of minimum lease payments........... 82,369
Current portion......................................... (2,969)
--------
Capital lease obligation, less current portion.......... $ 79,400
========
Rent expense totaled $16,332,000 in 2000, $11,952,000 in 1999 and
$10,315,000 in 1998.
In 1998, the Company entered a new five-year contract with Nielsen Media
Research ("Nielsen"), expiring in 2002, to provide television audience
measurement services for the Network. The aggregate payment under the contract
is approximately $24,000,000, payable over five years in increasing
installments, with an aggregate payment remaining under the contract of
approximately $9,400,000 at December 31, 2000. The O&Os have various Nielsen
contracts extending from November 1995 to October 2003 with aggregate payments
of approximately $32,600,000. At December 31, 2000, the aggregate payments
remaining under these contracts are approximately $22,100,000, with most of the
O&Os' contracts expiring in October 2003.
On July 18, 2000, the FCC released a Public Notice giving official
notification that the Company was the winning bidder for a construction permit
for a new television station at Blanco, Texas, with a winning bid of
$18,798,000. On August 1, 2000, the Company made its required 20% down payment
of $3,759,600 while awaiting final approval by the FCC. The details and costs
regarding the construction of the new station are still in the planning phase.
On August 9, 2000, the Company acquired the Spanish-language broadcast
rights in the U.S. to the 2002 and 2006 FIFA World Cup soccer games and other
2000-2006 FIFA events. A series of payments totaling $150,000,000 is due over
the term of the agreement. In addition to these payments, and consistent with
past coverage of the World Cup games, the Company will be responsible for all
costs associated with advertising, promotion and broadcast of the World Cup
games, as well as the production of certain television programming related to
the World Cup games. The funds for these payments are expected to come from
income from operations and/or borrowings from the Company's bank facilities.
F-15
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
6. COMMITMENTS (CONTINUED)
In November 1999, the Company entered into a 20-year lease for a five-story
building with approximately 164,000 square feet for the relocation of its
flagship station and certain corporate functions in Los Angeles. The building
will be constructed and owned by the landlord, with occupancy of the premises
expected during the latter part of 2001. The sum of the lease payments will be
approximately $103,000,000 over 20 years beginning on the expected lease
commencement date of September 30, 2001. The lease has been capitalized by the
Company for $46,584,000 and is reflected in the capital lease table listed
above.
As of December 31, 2000, the Company is committed to pay minimum annual base
compensation approximating $9,350,000, pursuant to major talent contracts
through December 31, 2001. These payments do not include amounts payable upon
the attainment of certain annual revenue levels or upon the performance of other
contractual provisions.
On December 7, 2000, the Company announced that it will acquire USA
Broadcasting for $1.1 billion cash. The acquisition will expand the Company's
ability to serve the Hispanic community and will provide the Company with
duopolies in seven of the top eight Hispanic markets. Under the agreement, the
Company will acquire USA Broadcasting's 13 fully owned full-power television
stations and minority interests in 4 additional full-power television stations.
The fully owned stations are in the key markets of Los Angeles, New York,
Chicago, Philadelphia, Boston, Miami, Dallas, Atlanta, Tampa, Houston, Cleveland
and Orlando, and the minority-interest stations are in San Francisco,
Washington, Denver and St. Louis. The acquisition, which has been approved by
the Board of Directors of each company, is subject to regulatory approvals and
customary closing conditions. The funds for this transaction are expected to
come from a new credit facility the Company is currently negotiating with a
consortium of banks to expand and replace its existing and temporary credit
agreements and with income from operations. The Company expects to finalize the
new credit agreement during the first half of 2001.
7. EMPLOYEE BENEFITS
The Company has a 401(k) retirement savings plan (the "401(k) Plan")
covering all eligible employees who have completed one year of service. The
401(k) Plan allows the employees to defer a portion of their annual
compensation, and the Company may match a portion of the employees'
contributions. For the years ended December 31, 2000, 1999 and 1998, the Company
made matching contributions to the 401(k) Plan totaling $4,944,000, $4,101,000
and $3,694,000, respectively. The Company matches 100% of the first 6% of
eligible compensation that employees contribute to the 401(k) Plan.
8. CONTINGENCIES
There are various legal actions and other claims pending against the Company
incidental to its business and operations. In the opinion of management, the
resolution of these matters will not have a material effect on the consolidated
financial position or results of operations.
The Network, with operations located primarily in Miami, accounted for 54%
of the Company's gross advertising revenues in 2000, 52% in 1999 and 51% in
1998. The Network accounted for 46% of trade accounts receivable as of
December 31, 2000 and 1999. The Company's station serving Los Angeles accounted
for 14%, 16%, and 17% of the Company's gross advertising revenues in 2000, 1999
and 1998, respectively, and 16% and 18% of trade accounts receivable as of
December 31, 2000 and 1999,
F-16
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
8. CONTINGENCIES (CONTINUED)
respectively. The Company's station serving Miami accounted for 7%, 8% and 9% of
the Company's gross advertising revenues in 2000, 1999 and 1998, respectively,
and 8% and 9% of trade accounts receivable as of December 31, 2000 and 1999,
respectively.
The Company maintains insurance coverage for various risks, where deemed
appropriate by management, at rates and on terms which management considers
reasonable. The Company self-insures certain portions of its employee health
benefits as well as the deductible portion of certain insurance coverage for
various risks, including those associated with windstorm and earthquake damage.
The Company has recorded estimated liabilities for these uninsured portions of
risks. In management's opinion, the potential exposure in future periods, if
uninsured losses in excess of amounts provided were to be incurred, would not be
material to the consolidated financial position or results of operations.
9. INCOME TAXES
The Company files a consolidated federal income tax return. The income tax
provision for the years ended December 31, 2000, 1999 and 1998 comprised the
following charges:
2000 1999 1998
-------- -------- --------
(IN THOUSANDS)
Current:
Federal....................................... $ 90,143 $70,592 $ 5,832
State......................................... 14,680 12,138 4,105
Deferred:
Federal....................................... 2,801 5,937 28,273
State......................................... 457 2,869 2,138
-------- ------- -------
Total........................................... $108,081 $91,536 $40,348
======== ======= =======
The Company accounts for income taxes under the liability method pursuant to
SFAS No. 109 "Accounting for Income Taxes." Deferred income taxes reflect the
net tax effects of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts
F-17
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
9. INCOME TAXES (CONTINUED)
used for income tax purposes. Significant components of the Company's deferred
tax assets and liabilities as of December 31, 2000 and 1999 are as follows:
2000 1999
-------- --------
(IN THOUSANDS)
Deferred tax assets:
Accrued severance and litigation........................ $ 4,500 $ 3,300
Accrued insurance....................................... 600 900
Equity loss in unconsolidated subsidiaries.............. 1,400 --
Accrued vacation........................................ 1,800 1,400
Deferred compensation................................... 2,300 2,300
Allowance for doubtful accounts......................... 2,800 1,700
Accrued facility-related costs.......................... 1,800 1,800
Net operating loss carryforwards........................ 3,500 5,800
Other assets, net....................................... 2,182 2,315
------- -------
Total deferred tax assets................................. 20,882 19,515
------- -------
Deferred tax liabilities:
Property and equipment, net............................. 11,900 5,800
Intangible assets, net.................................. 1,200 400
------- -------
Total deferred tax liabilities............................ 13,100 6,200
------- -------
Total net deferred tax assets............................. $ 7,782 $13,315
======= =======
At December 31, 2000, the Company had net operating loss carryforwards of
$10,100,000 that expire in 2004 and 2005, resulting from the 1992 acquisitions.
The tax benefit relating to the recognition of these items was applied to reduce
goodwill related to the acquisitions.
As a result of various acquisitions, the Company recorded goodwill
representing the consideration given in excess of the net assets related to the
transactions. Some of the amortization of this goodwill is not deductible for
tax purposes, and, in accordance with SFAS No. 109, no deferred tax liability
was accrued. Consequently, in future periods, the Company's effective tax rate
provided will be greater than the statutory rate. Therefore, for financial
reporting purposes, including the above non-deductible goodwill, as of
December 31, 2000, the Company had remaining intangible assets of $512,544,000
that are being amortized over the next 18 years. For tax purposes, as of
December 31, 2000, the Company had remaining intangible assets of $94,619,000,
of which $10,060,000 is expected to be deductible in 2001, with the balance
expected to be deductible over 15 years. The non-deductible intangible
amortization permanent difference was $30,763,000 and $31,229,000 for the years
ended December 31, 2000 and 1999, respectively.
F-18
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
9. INCOME TAXES (CONTINUED)
For the years ended December 31, 2000 and 1999, a reconciliation of the
federal statutory tax rate to the Company's effective tax rate is as follows:
2000 1999
-------- --------
Federal statutory tax rate.................................. 35.0% 35.0%
State and local income taxes, net of federal tax benefit.... 5.7 5.7
Junior Subordinated Notes................................... 0.6 1.4
Goodwill amortization....................................... 6.2 8.2
Sale of Albuquerque station................................. -- 1.3
Other....................................................... 0.5 0.7
---- ----
Total effective tax rate................................ 48.0% 52.3%
==== ====
10. EARNINGS PER SHARE
The following is the reconciliation of the numerator and the denominator of
the basic and diluted earnings-per-share computations for income before
extraordinary loss on extinguishment of debt as required by SFAS No. 128
"Earnings Per Share":
FOR THE YEAR ENDED 2000 FOR THE YEAR ENDED 1999
--------------------------------------- ---------------------------------------
INCOME SHARES PER-SHARE INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- --------- ----------- ------------- ---------
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
Income before extraordinary
items.......................... $116,923 $83,544
Less preferred stock dividends... (518) (540)
-------- -------
Basic Earnings Per Share
Income before extraordinary
items per share available to
common stockholders.......... 116,405 204,893,438 $0.57 83,004 192,971,418 $0.43
===== =====
Effect of Dilutive Securities
Warrants....................... -- 27,420,662 -- 36,802,880
Options........................ -- 5,594,038(a) -- 5,360,990
Convertible preferred stock
(b).......................... 518 1,055,449 540 1,101,338
-------- ----------- ------- -----------
Diluted Earnings Per Share
Income before extraordinary
items per share available to
common stockholders.......... $116,923 238,963,587 $0.49 $83,544 236,236,626 $0.35
======== =========== ===== ======= =========== =====
F-19
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
10. EARNINGS PER SHARE (CONTINUED)
FOR THE YEAR ENDED 1998
-----------------------------------------------
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ---------
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
Income before extraordinary items..................... $9,927
Less preferred stock dividends........................ (606)
------
Basic Earnings Per Share
Income before extraordinary items per share
available to common stockholders.................. 9,321 173,281,776 $0.05
=====
Effect of Dilutive Securities
Warrants............................................ -- 54,786,518
Options............................................. -- 3,115,344(c)
Convertible preferred stock (b)..................... 606 1,234,466
------ -----------
Diluted Earnings Per Share
Income before extraordinary items per share
available to common stockholders.................. $9,927 232,418,104 $0.04
====== =========== =====
- ------------------------
(a) Options of 3,198,000 shares granted in December 1999 were excluded as common
stock equivalents, since the average market price of the Class A Common
Stock during the 2000 fourth quarter was lower than the exercise price of
the options and the inclusion of the potential shares would be antidilutive.
(b) The redeemable convertible 6% preferred stock was issued on March 20, 1997,
as part of the acquisition of the Sacramento full-power Affiliated Station.
The 12,000 shares issued and outstanding at December 31, 1997, have a
liquidation preference of $1,000 per share (plus accrued and unpaid
dividends). The preferred stock is convertible into Class A Common Stock at
the option of the holder until the fourth anniversary of the closing of the
acquisition at a conversion price of $8.171875. At December 31, 2000 and
1999, there were 6,000 and 9,000 shares outstanding, respectively.
(c) Options of 4,206,000 shares granted in December 1998 were excluded as common
stock equivalents, since the average market price of the Class A Common
Stock during the 1998 fourth quarter was lower than the exercise price of
the options and the inclusion of the potential shares would be antidilutive.
11. EARLY EXTINGUISHMENT OF DEBT
During the 12 months ended December 31, 1999, the Company purchased, at a
premium, $14,074,000 face amount of its Junior Subordinated Notes, resulting in
an extraordinary loss of $2,611,000, including a related income tax provision of
$246,000. The tax provision was due to an extraordinary tax gain resulting from
a higher permanent discounted note basis for tax versus book purposes.
F-20
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
12. COMMON STOCK, PREFERRED STOCK AND WARRANTS
The Company's common stock consists of Class A, Class P, Class T and
Class V shares. The Class A shares are listed on the New York Stock Exchange and
are primarily held by non-affiliates. The Class P, T, and V shares are held by
affiliates and are not traded. All classes of common stock have substantially
the same rights, with the exception of Class P shares, which have ten votes per
share on all matters on which shareholders are entitled to vote.
The Company had 10,000,000 shares of preferred stock, $.01 par value,
authorized at December 31, 2000, and 1999. The Company had 12,000 shares of
redeemable convertible 6% preferred stock, $.01 par value, issued and
outstanding at December 31, 1997, in connection with the acquisition of the
Sacramento station. At December 31, 2000 and 1999, the Company had accrued
preferred stock dividends of $60,000 and $90,000, respectively. In each of 2000
and 1998, 3,000 redeemable convertible 6% preferred stock shares were redeemed
and converted into a total of 734,224 shares of Class A Common Stock, resulting
in an increase to common stock of approximately $8,000 and to paid-in-capital of
$5,992,000. The reduction to the redeemable convertible 6% preferred stock
balance was $6,000,000, resulting in a remaining outstanding balance at
December 31, 2000 of $6,060,000, including accrued dividends of $60,000. At
December 31, 1999, the redeemable convertible 6% preferred stock balance was
$9,090,000, including accrued dividends of $90,000.
The remaining 6,000 shares of redeemable convertible 6% preferred stock have
one vote per share, a liquidation preference of $1,000 per share (plus accrued
and unpaid dividends) and a cumulative dividend preference of 6% per share per
annum ($15.00 per share per quarter), increasing to 9% per share per annum if
accrued and unpaid dividends per share equal or exceed $30.00. The preferred
stock is convertible into Class A Common Stock at the option of the holder until
the fourth anniversary of the closing of the acquisition at a conversion price
of $8.171875. The preferred stock is redeemable at the option of the holder at
any time and by the Company after the fourth anniversary of the issuance of the
preferred stock, in each case, for an amount equal to the liquidation
preference. Consequently, holders of the redeemable convertible 6% preferred
stock have greater rights than holders of the Class A Common Stock.
Televisa and Venevision also own warrants to acquire from the Company
additional common shares. These warrants cannot be exercised by either Televisa
or Venevision (or by any other non-U.S. citizen) if such exercise would result
in a violation of the foreign ownership restrictions of the Communications Act
of 1934. Subject to certain restrictions, Televisa and Venevision may transfer
such warrants. If Televisa and Venevision were to exercise these warrants, their
ultimate ownership of the Company would be approximately 6% for Televisa and 19%
for Venevision.
13. INVESTMENTS AT EQUITY
Entravision Communications Corporation is the largest affiliate group of the
Network. Entravision operates in 18 of the nation's top 50 Hispanic markets and
owns 21 of the Affiliated Stations.
On March 2, 2000, the Company lent $110,000,000 to Entravision
Communications Company, L.L.C., which increased the Company's convertible
promissory note from $10,000,000 to $120,000,000. On August 2, 2000, the Company
converted its $120,000,000 convertible promissory note of Entravision
Communications Company, L.L.C., into an approximate 20% equity interest in
Entravision Communications Corporation ("Entravision"). The Entravision stock
began trading on the New York Stock Exchange
F-21
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
13. INVESTMENTS AT EQUITY (CONTINUED)
on August 2, 2000. Furthermore, on August 2, 2000, in connection with
Entravision's initial public offering, the Company invested an additional
$100,000,000 to purchase an additional approximately 6% equity interest in
Entravision. Consequently, as of August 7, 2000, the Company had an aggregate
investment in Entravision of $220,000,000, representing an approximate 26%
equity interest. On August 9, 2000, the underwriters of Entravision's initial
public offering exercised their option to purchase an additional 6,900,000
shares of Entravision stock, which lowered the Company's equity interest in
Entravision to approximately 25%. Subsequently, the Company purchased additional
shares of Entravision stock in the open market totaling $142,000,000, primarily
using borrowings from its bank credit facilities. The Company provided the
funding for the Entravision transactions through August 7, 2000, by borrowings
aggregating $120,000,000 from its bank credit facilities and the remainder with
cash from operations. At December 31, 2000, the Company had an investment in
Entravision of $361,279,000, representing an approximate 32% equity interest. At
December 31, 2000, the Company's equity interest in Entravision's net book value
approximates the carrying value of the Company's investment in Entravision.
During 2000, the Company reported an equity loss from unconsolidated subsidiary
of $3,382,000, which represents the Company's share of Entravision's net loss
reported from August 2, 2000, through November 30, 2000. The Company recognizes
its share of Entravision's net income or loss on a one-month lag.
On August 16, 2000, Univision Online and Fingerhut Companies Inc. (the
"Members") formed the joint venture Cocorojo L.L.C. ("Cocorojo"). The Members
own, manage and operate an Internet web site primarily to conduct e-commerce and
online direct marketing. Under the terms of the agreement, the Members have
approximately equal interest in the joint venture and will share profits and
losses equally. Currently, the joint venture operates through Fingerhut's
existing web site; however, upon achievement of certain revenue levels, the
agreement allows the Members to develop and build a self-contained web site. The
agreement has a total capital expenditure limitation of $6,000,000 for the
construction of the web site, should it occur, that will be shared equally
between the Members. At December 31, 2000, the Company had contributed $465,000
to the joint venture and reported an equity loss from unconsolidated subsidiary
of $618,000. At December 31, 2000, the Company's equity interest in Cocorojo's
net book value approximates the carrying value of the Company's investment in
the joint venture. During 2000, Univision Online recognized net revenues of
$270,000 related to advertising purchased by Cocorojo on UNIVISION.COM, and
Cocorojo reported the $270,000 as advertising costs.
On August 31, 2000, Ask Jeeves, Inc. ("Ask Jeeves"), a leading provider of
question-answering technologies and services, and the Company announced the
creation of the joint venture Ask Jeeves en Espanol, Inc. ("Ask Jeeves en
Espanol"), to serve the world's diverse Spanish-speaking population. The
partnership will create a Spanish-language version of ASK.COM to provide the
Internet's more than 27 million Spanish-speaking users with the same natural
language and intuitive online experience enjoyed by the more than 44 million
users of Ask Jeeves's technology. Ask Jeeves en Espanol also plans to launch Ask
Jeeves Business Solutions for the growing number of companies moving online to
serve the Spanish-speaking world. Ask Jeeves en Espanol will be equally owned by
Ask Jeeves and the Company and is accounted for under the equity method. The
Company invested $40,000,000 in Ask Jeeves en Espanol by borrowings from its
Revolving Credit Facility. At December 31, 2000, the Company had an investment
in Ask Jeeves en Espanol of $39,360,000 and reported an equity loss from
unconsolidated subsidiary of $828,000 during 2000. At December 31, 2000, the
Company's equity interest in Ask Jeeves en Espanol's net book value approximates
the carrying value of the Company's investment in the joint venture.
F-22
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
14. 1996 PERFORMANCE AWARD PLAN
In 1996, the Company adopted a 1996 Performance Award Plan (the "Plan") that
reserves shares of Class A Common Stock for issuance to Company officers, key
employees and other eligible persons as determined by the Board of Directors or
Plan Committee (as appointed by the Board). The Company has adopted the
disclosure-only provisions of SFAS No. 123 "Accounting for Stock-Based
Compensation." Accordingly, no compensation cost has been recognized for the
Plan. Had compensation cost for the Plan been determined based on the fair value
at the grant date for awards in 2000, 1999 and 1998 consistent with the
provisions of SFAS No. 123, the Company's net income and earnings per share
available to common stockholders would have been reduced to the pro forma
amounts indicated below:
BASIC EARNINGS PER SHARE DILUTED EARNINGS PER SHARE
------------------------------ ------------------------------
2000 1999 1998 2000 1999 1998
-------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER-SHARE DATA)
Net income available to common
stockholders--as reported.............. $116,405 $80,393 $9,321 $116,923 $80,933 $9,927
Net income (loss) available to common
stockholders--pro forma................ 88,924 65,921 (1,764) 89,442 66,461 (1,158)
Earnings per share available to common
stockholders--as reported.............. 0.57 0.42 0.05 0.49 0.34 0.04
Earnings per share available to common
stockholders--pro forma................ 0.43 0.34 (0.01) 0.37 0.28 --
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 2000, 1999 and 1998, respectively: dividend yield
of 0%, expected volatility of 41.584%, 36.385% and 38.137%, risk-free interest
rate of 5.58%, 6.05% and 4.43% and expected life of six, five and five years.
The Plan was amended and restated as of February 16, 2000, primarily to
increase the maximum number of shares of Class A Common Stock that may be
granted from 22,000,000 to 37,200,000. The maximum number of shares that may be
granted to any individual during any calendar year is 2,000,000. The maximum
number of shares that may be granted during any calendar year is 5,500,000
unless the Committee gives its unanimous consent. The Plan provides that shares
granted come from the Company's authorized but unissued Class A Common Stock and
any shares of the Company's Class A Common Stock held as treasury shares. Grants
may be in the form of either nonqualified stock options, incentive stock
options, stock appreciation rights, restricted stock awards, restricted stock
unit awards, performance share awards, stock bonuses or cash bonus awards.
The price of the options granted pursuant to the Plan may not be less than
100% of the fair market value of the shares on the date of grant (110% in the
case of an incentive stock option granted to any person owning more than 10% of
the Company's total combined voting power). No award will be exercisable after
ten years from the date granted. Unless approved by the Committee, no award may
vest at a rate greater than 25% per year, other than in the case of awards
granted in lieu of cash bonuses, which may vest at the rate of 50% per year.
F-23
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
14. 1996 PERFORMANCE AWARD PLAN (CONTINUED)
Information regarding the Plan for 2000, 1999 and 1998 is as follows:
2000 1999 1998
---------- ---------- ----------
Number of shares under stock options:
Outstanding at beginning of year....... 17,150,536 16,151,668 12,588,000
Granted................................ 3,602,700 3,307,000 4,438,000
Exercised.............................. (2,431,716) (2,235,132) (781,332)
Canceled............................... (29,500) (73,000) (93,000)
---------- ---------- ----------
Outstanding at end of year............. 18,292,020 17,150,536 16,151,668
Available for grant at end of year..... 13,309,800 1,683,000 4,917,000
Exercisable at end of year............. 9,400,070 8,314,200 8,058,500
Weighted average exercise price:
Granted................................ $36.28 $43.28 $15.75
Exercised.............................. $10.48 $ 7.37 $ 6.35
Canceled............................... $31.12 $16.31 $17.07
Outstanding at end of year............. $22.93 $18.38 $11.74
Exercisable at end of year............. $15.01 $10.19 $ 7.39
Weighted average fair value of options
granted during the period............ $17.86 $18.03 $ 6.39
OPTIONS OUTSTANDING
---------------------------------------------------------------------
WEIGHTED AVERAGE
NUMBER OUTSTANDING AT REMAINING WEIGHTED AVERAGE EXERCISE
RANGE OF EXERCISE PRICES DECEMBER 31, 2000 CONTRACTUAL LIFE PRICE
- ------------------------ ---------------------- ---------------- -------------------------
$ 5.75--$10.00 3,754,200 5.7 Years $ 5.76
$10.01--$20.00 7,670,120 7.4 Years $16.38
$20.01--$30.00 2,000 8.4 Years $27.28
$30.01--$40.00 3,543,000 9.8 Years $35.68
$40.01--$50.00 3,269,700 9.0 Years $43.69
$50.01--$56.63 53,000 9.3 Years $53.38
OPTIONS EXERCISABLE
-------------------------------------------------------
NUMBER EXERCISABLE AT
RANGE OF EXERCISE PRICES DECEMBER 31, 2000 WEIGHTED AVERAGE EXERCISE PRICE
- ------------------------ --------------------- -------------------------------
$ 5.75--$10.00 3,751,700 $ 5.76
$10.01--$20.00 4,644,620 $16.51
$20.01--$30.00 500 $27.28
$30.01--$40.00 100,000 $33.97
$40.01--$50.00 903,000 $43.63
$50.01--$56.63 250 $50.53
During the year ended December 31, 2000, 2,431,716 options were exercised
for 2,431,716 shares of Class A Common Stock, resulting in increases to common
stock of $24,317 and to paid-in-capital of $66,856,000, which included a tax
benefit of $41,401,000 associated with the transactions.
F-24
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
15. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
1ST 2ND 3RD 4TH TOTAL
QUARTER QUARTER QUARTER QUARTER YEAR
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
2000
Net revenues.............................. $181,543 $231,073 $211,989 $238,854 $863,459
Net income................................ 20,802 33,488 27,620 35,013 116,923
Net income available to common
stockholders............................ 20,667 33,353 27,485 34,900 116,405
EARNINGS PER SHARE AVAILABLE TO COMMON
STOCKHOLDERS
Basic Earnings Per Share
Income before extraordinary loss........ $ 0.10 $ 0.16 $ 0.13 $ 0.17 $ 0.57
Net income.............................. 0.10 0.16 0.13 0.17 0.57
Diluted Earnings Per Share
Income before extraordinary loss........ $ 0.09 $ 0.14 $ 0.12 $ 0.15 $ 0.49
Net income.............................. 0.09 0.14 0.12 0.15 0.49
1999
Net revenues.............................. $138,039 $172,432 $177,301 $205,318 $693,090
Income before extraordinary loss.......... 9,233 20,610 22,430 31,271 83,544
Net income................................ 6,622 20,610 22,430 31,271 80,933
Net income available to common
stockholders............................ 6,487 20,475 22,295 31,136 80,393
EARNINGS PER SHARE AVAILABLE TO COMMON
STOCKHOLDERS
Basic Earnings Per Share
Income before extraordinary loss........ $ 0.05 $ 0.11 $ 0.11 $ 0.15 $ 0.43
Net income.............................. 0.04 0.11 0.11 0.15 0.42
Diluted Earnings Per Share
Income before extraordinary loss........ $ 0.04 $ 0.09 $ 0.09 $ 0.13 $ 0.35
Net income.............................. 0.03 0.09 0.09 0.13 0.34
F-25
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Entravision Communications Corporation
Santa Monica, California
We have audited the accompanying consolidated balance sheets of Entravision
Communications Corporation and subsidiaries as of December 31, 2000 and 1999,
and the related consolidated statements of operations, equity and cash flows for
each of the three years in the period ended December 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Entravision
Communications Corporation and subsidiaries as of December 31, 2000 and 1999,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 2000 in conformity with generally
accepted accounting principles.
/S/ MCGLADREY & PULLEN, LLP
Pasadena, California
February 5, 2001
F-26
ENTRAVISION COMMUNICATIONS CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
DECEMBER 31,
---------------------
2000 1999
---------- --------
ASSETS
Current assets
Cash and cash equivalents................................. $ 69,224 $ 2,357
Receivables:
Trade, net of allowance for doubtful accounts of 2000
$5,966; 1999 $979...................................... 38,274 12,392
Related parties......................................... 273 273
Prepaid expenses and taxes................................ 3,038 355
Deferred taxes............................................ 11,244 --
---------- --------
Total current assets.................................... 122,053 15,377
Property and equipment, net................................. 169,289 27,230
Intangible assets, net...................................... 1,257,348 152,387
Other assets, including amounts due from related parties of
2000 $562 and deposits on acquisitions of 2000 $2,689;
1999 $8,742............................................... 11,803 10,023
---------- --------
$1,560,493 $205,017
========== ========
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK AND EQUITY
Current liabilities
Current maturities of notes and advances payable, related
parties................................................. $ 201 $ 231
Current maturities of long-term debt...................... 2,452 1,389
Accounts payable and accrued expenses (including related
parties of 2000 $711; 1999 $527 which includes amounts
due to Univision of 2000 $362; 1999 $247)............... 30,274 7,479
---------- --------
Total current liabilities............................... 32,927 9,099
---------- --------
Long-term debt
Subordinated note payable to Univision.................... -- 10,000
Notes payable, less current maturities.................... 252,495 155,917
---------- --------
252,495 165,917
Other long-term liabilities................................. 6,672 --
Deferred taxes.............................................. 132,419 1,990
---------- --------
Total liabilities....................................... 424,513 177,006
---------- --------
Series A mandatorily redeemable convertible preferred stock,
$0.0001 par value, 11,000,000 shares authorized, shares
issued and outstanding 2000 5,865,102 (liquidation value
at December 31, 2000: $51,394)............................ 80,603 --
---------- --------
Commitments and Contingencies
Members' capital
Entravision Communications Company, L.L.C................. -- 59,645
Common stock of member corporations....................... -- 1,256
Additional paid-in capital of member corporations......... -- 16,329
Accumulated deficit....................................... -- (48,635)
Stockholders' equity
Preferred stock, $0.0001 par value, 39,000,000 shares
authorized, none issued and outstanding................. -- --
Class A common stock, $0.0001 par value, 260,000,000
shares authorized; shares issued and outstanding 2000
65,626,063.............................................. 7 --
Class B common stock, $0.0001 par value, 40,000,000 shares
authorized; shares issued and outstanding 2000
27,678,533.............................................. 3 --
Class C common stock, $0.0001 par value, 25,000,000 shares
authorized; shares issued and outstanding 2000
21,983,392.............................................. 2 --
Additional paid-in capital................................ 1,092,865 --
Deferred compensation..................................... (5,745) --
Accumulated deficit....................................... (31,147) --
---------- --------
1,055,985 28,595
Less L.L.C. membership and stock subscription notes
receivable.............................................. (608) (584)
---------- --------
1,055,377 28,011
---------- --------
$1,560,493 $205,017
========== ========
See Notes to Consolidated Financial Statements
F-27
ENTRAVISION COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE, PER SHARE AND PER L.L.C. MEMBERSHIP UNIT DATA)
YEARS ENDED DECEMBER 31,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
Gross revenue (including network compensation from
Univision of $4,338, $2,748 and $4,922)................ $ 170,810 $ 66,204 $ 49,872
Less agency commissions.................................. 16,789 7,205 5,052
----------- ----------- -----------
Net revenue............................................ 154,021 58,999 44,820
----------- ----------- -----------
Direct operating expenses (including Univision national
representation fees of $4,145, $3,149 and $2,379)...... 58,987 24,441 15,794
Selling, general and administrative expenses (excluding
non-cash stock-based compensation of $5,822, $29,143
and $500).............................................. 38,600 11,611 8,877
Corporate expenses (including related parties of $527,
$522 and $453)......................................... 12,741 5,809 3,963
Non-cash stock-based compensation........................ 5,822 29,143 500
Depreciation and amortization............................ 69,238 15,982 10,934
----------- ----------- -----------
185,388 86,986 40,068
----------- ----------- -----------
Operating income (loss)................................ (31,367) (27,987) 4,752
Interest expense (including amounts to Univision of
$3,645, $701 and $701)................................. (29,834) (9,690) (8,386)
Non-cash interest expense relating to related-party
beneficial conversion options.......................... (39,677) (2,500)
Interest income.......................................... 5,918 99 142
----------- ----------- -----------
Loss before income taxes............................... (94,960) (40,078) (3,492)
Income tax (expense) benefit............................. 13,448 121 (210)
Effect of change in tax status........................... (10,514) -- --
----------- ----------- -----------
Net loss before equity in earnings of nonconsolidated
affiliates............................................. (92,026) (39,957) (3,702)
Equity in loss of nonconsolidated affiliates............. (214) -- --
----------- ----------- -----------
Net loss............................................... (92,240) $ (39,957) $ (3,702)
=========== ===========
Accretion of preferred stock redemption value............ 2,449
-----------
Net loss applicable to common stock...................... $ (94,689)
===========
Loss per share: basic and diluted........................ $ (0.27)
===========
Loss per L.L.C. membership unit.......................... $ (31.04) $ (19.12) $ (0.07)
=========== =========== ===========
Pro forma provision for income tax benefit............... 5,904 2,499 322
----------- ----------- -----------
Pro forma net loss....................................... $ (86,336) $ (37,579) $ (3,170)
=========== =========== ===========
Pro forma per share data:
Net loss per share:
Basic and diluted.................................... $ (1.34) $ (1.16) $ (0.10)
=========== =========== ===========
Pro forma weighted average common shares outstanding:
Basic and diluted...................................... 66,451,637 32,402,378 32,894,802
=========== =========== ===========
See Notes to Consolidated Financial Statements
F-28
ENTRAVISION COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF MANDATORILY REDEEMABLE PREFERRED STOCK AND EQUITY
YEARS ENDED DECEMBER 31, 1998 AND 1999 AND FOR THE PERIOD FROM JANUARY 1, 2000
THROUGH AUGUST 2, 2000
(IN THOUSANDS, EXCEPT SHARE AND L.L.C. MEMBERSHIP UNIT DATA)
ADDITIONAL NOTES
ENTRAVISION COMMON PAID-IN RECEIVABLE
COMMUNICATIONS STOCK OF CAPITAL OF STOCKHOLDER
COMPANY, MEMBER MEMBER DEFERRED ACCUMULATED AND
L.L.C. CORPORATIONS CORPORATIONS COMPENSATION DEFICIT MEMBERS TOTAL
-------------- ------------ ------------ ------------ ----------- ----------- --------
Balance, December 31, 1997... $ 13,543 $ 1,255 $ 16,329 $ -- $ 1,470 $(540) $ 32,057
Capitalization of 9,750
shares of Telecorpus,
Inc........................ -- 1 -- -- -- -- 1
Issuance of 147,411 Class A
membership units in
exchange for assets
contributed by member
corporation................ -- -- -- -- -- -- --
Conversion of 4,500 Class A
membership units into 4,500
Class E and F membership
units...................... -- -- -- -- -- -- --
Interest earned on notes and
subscriptions receivable
from member................ 21 -- -- -- -- -- 21
Increase in notes and
subscriptions receivable
from member................ -- -- -- -- -- (21) (21)
Repurchase of 1,600 shares of
Golden Hills Broadcasting
Corporation common stock... -- -- -- -- (1,000) -- (1,000)
Compensation expense
attributable to employee
equity awards.............. 500 -- -- -- -- -- 500
Net loss..................... -- -- -- -- (3,702) -- (3,702)
Distributions and dividends
to members and
stockholders............... -- -- -- -- (2,985) -- (2,985)
-------- ------- -------- ------- -------- ----- --------
Balance, December 31, 1998... 14,064 1,256 16,329 -- (6,217) (561) 24,871
Increase in conversion option
on subordinated note
agreement relating to
acquisition of business.... 13,915 -- -- -- -- -- 13,915
Estimated value of
subordinated note
conversion option.......... 2,500 -- -- -- -- -- 2,500
Conversion of 813 Class A
membership units into 813
Class E and F membership
units...................... -- -- -- -- -- -- --
Interest earned on notes and
subscriptions receivable
from member................ 23 -- -- -- -- -- 23
Increase in notes and
subscriptions receivable
from member................ -- -- -- -- -- (23) (23)
Compensation expense
attributable to employee
equity awards.............. 29,143 -- -- -- -- -- 29,143
Repurchase of 250 shares of
Telecorpus, Inc. common
stock...................... -- -- -- -- (61) -- (61)
Net loss..................... -- -- -- -- (39,957) -- (39,957)
Distributions and dividends
to members and
stockholders............... -- -- -- -- (2,400) -- (2,400)
-------- ------- -------- ------- -------- ----- --------
Balance, December 31, 1999... 59,645 1,256 16,329 -- (48,635) (584) 28,011
Interest earned on notes and
subscriptions receivable... 14 -- -- -- -- (14) --
Estimated value of Univision
subordinated note
conversion option.......... -- -- 31,600 -- -- -- 31,600
Estimated value of
subordinated note
conversion option.......... -- -- 19,537 -- -- -- 19,537
Restricted employee equity
awards of 33,923 Class D
L.L.C. units............... 6,920 -- -- (6,920) -- -- --
Amortization of deferred
compensation............... -- -- -- 392 -- -- 392
Unrestricted employee equity
awards of 16,050 Class D
L.L.C. units............... 3,852 -- -- -- -- -- 3,852
Net loss for the period
through August 2, 2000..... -- -- -- -- (63,542) -- (63,542)
Reclassification of
accumulated deficit........ (44,711) -- (67,466) -- 112,177 -- --
To give effect to
reorganization............. (25,720) (1,256) -- 6,528 -- 598 (19,850)
-------- ------- -------- ------- -------- ----- --------
Balance, August 2, 2000...... $ -- $ -- $ -- $ -- $ -- $ -- $ --
======== ======= ======== ======= ======== ===== ========
See Notes to Consolidated Financial Statements.
F-29
ENTRAVISION COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF MANDATORILY REDEEMABLE PREFERRED STOCK AND EQUITY
FOR THE PERIOD FROM AUGUST 2, 2000 THROUGH DECEMBER 31, 2000
(IN THOUSANDS, EXCEPT SHARE AND L.L.C. MEMBERSHIP UNIT DATA)
MANDATORILY
REDEEMABLE
PREFERRED STOCK NUMBER OF COMMON SHARES COMMON STOCK
-------------------- ------------------------------------ ----------
SHARES AMOUNT CLASS A CLASS B CLASS C CLASS A
--------- -------- ---------- ---------- ---------- ----------
Balance, August 2, 2000................. -- $ -- -- -- -- $ --
Adjustments to give effect to
reorganization........................ -- -- 5,538,175 27,678,533 -- 1
Interest earned on subscriptions
receivable............................ -- -- -- -- -- --
Issuance of common stock in initial
public offering, including exchange of
Univision note payable for 21,983,392
Class C common shares, and net of
$52,217 issuance costs................ -- -- 52,900,000 -- 21,983,392 5
Issuance of common stock and exchange of
stock options in connection with the
acquisition of Z-Spanish Media........ -- -- 7,187,888 -- -- 1
Issuance of preferred stock upon
conversion of subordinated note....... 5,865,102 78,154 -- -- -- --
Accretion of redemption value on
preferred stock....................... -- 2,449 -- -- -- --
Amortization of deferred compensation... -- -- -- -- -- --
Stock options granted to
non-employees......................... -- -- -- -- -- --
Net loss for the period from August 2,
2000 through December 31, 2000........ -- -- -- -- -- --
--------- ------- ---------- ---------- ---------- ----------
Balance, December 31, 2000.............. 5,865,102 $80,603 65,626,063 27,678,533 21,983,392 $ 7
========= ======= ========== ========== ========== ==========
COMMON STOCK
----------------------- PAID-IN DEFERRED ACCUMULATED NOTES
CLASS B CLASS C CAPITAL COMPENSATION DEFICIT RECEIVABLE
---------- ---------- ---------- ------------ ----------- ------------
Balance, August 2, 2000................. $ -- $ -- $ -- $ -- $ -- $ --
Adjustments to give effect to
reorganization........................ 3 -- 26,972 (6,528) -- (598)
Interest earned on subscriptions
receivable............................ -- -- 10 -- -- (10)
Issuance of common stock in initial
public offering, including exchange of
Univision note payable for 21,983,392
Class C common shares, and net of
$52,217 issuance costs................ -- 2 933,967 -- -- --
Issuance of common stock and exchange of
stock options in connection with the
acquisition of Z-Spanish Media........ -- -- 131,825 (817) -- --
Issuance of preferred stock upon
conversion of subordinated note....... -- -- -- -- -- --
Accretion of redemption value on
preferred stock....................... -- -- -- -- (2,449) --
Amortization of deferred compensation... -- -- -- 1,600 -- --
Stock options granted to
non-employees......................... -- -- 91 -- -- --
Net loss for the period from August 2,
2000 through December 31, 2000........ -- -- -- -- (28,698) --
---------- ---------- ---------- ------- -------- -----
Balance, December 31, 2000.............. $ 3 $ 2 $1,092,865 $(5,745) $(31,147) $(608)
========== ========== ========== ======= ======== =====
TOTAL
----------
Balance, August 2, 2000................. $ --
Adjustments to give effect to
reorganization........................ 19,850
Interest earned on subscriptions
receivable............................ --
Issuance of common stock in initial
public offering, including exchange of
Univision note payable for 21,983,392
Class C common shares, and net of
$52,217 issuance costs................ 933,974
Issuance of common stock and exchange of
stock options in connection with the
acquisition of Z-Spanish Media........ 131,009
Issuance of preferred stock upon
conversion of subordinated note....... --
Accretion of redemption value on
preferred stock....................... (2,449)
Amortization of deferred compensation... 1,600
Stock options granted to
non-employees......................... 91
Net loss for the period from August 2,
2000 through December 31, 2000........ (28,698)
----------
Balance, December 31, 2000.............. $1,055,377
==========
See Notes to Consolidated Financial Statements.
F-30
ENTRAVISION COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEARS ENDED DECEMBER 31,
----------------------------------
2000 1999 1998
---------- ---------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................. $ (92,240) $ (39,957) $ (3,702)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization........................... 69,238 15,723 10,934
Deferred tax expense (benefit).......................... (4,126) 406 (83)
Amortization of debt issue costs........................ 2,779 258 1,295
Intrinsic value of subordinated note conversion
option................................................ 39,677 2,500 --
Net loss in equity method investee...................... 214 -- --
Non-cash stock-based compensation....................... 5,899 29,143 500
(Gain) loss on disposal of media properties and other
assets................................................ (43) 100 15
Changes in assets and liabilities, net of effect of
business combinations:
(Increase) in accounts receivable..................... (10,813) (3,249) (2,446)
(Increase) in prepaid expenses and other assets....... (229) (87) (119)
Increase in accounts payable, accrued expenses and
other............................................... 252 1,291 1,264
---------- ---------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES........... 10,608 6,128 7,658
---------- ---------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment....................... (22,848) (12,825) (3,094)
Proceeds from disposal of media properties and other
assets.................................................. 11,043 116 19
Cash deposits and purchase price on acquisitions.......... (990,495) (46,354) (22,511)
---------- ---------- --------
NET CASH (USED IN) INVESTING ACTIVITIES............. (1,002,300) (59,063) (25,586)
---------- ---------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock.................... 813,974 -- --
Principal payments on notes payable....................... (334,925) (352) (288)
Proceeds from borrowings on notes payable................. 592,367 54,913 24,407
Dividends paid to members for income taxes................ -- (2,400) (2,985)
Purchase and retirement of common stock................... -- (530) (500)
Payments of deferred debt costs........................... (12,857) -- (1,295)
---------- ---------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES........... 1,058,559 51,631 19,339
---------- ---------- --------
Net increase (decrease) in cash and cash
equivalents....................................... 66,867 (1,304) 1,411
CASH AND CASH EQUIVALENTS
Beginning................................................. 2,357 3,661 2,250
---------- ---------- --------
Ending.................................................... $ 69,224 $ 2,357 $ 3,661
========== ========== ========
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest.............................................. $ 23,266 $ 10,542 $ 6,744
========== ========== ========
Income taxes.......................................... $ 895 $ 96 $ 51
========== ========== ========
Supplemental Disclosures of Non-Cash Investing and Financing
Activities
Conversion of notes payable into preferred stock and Class
C common shares......................................... $ 198,539 $ -- $ --
========== ========== ========
Property and equipment acquired under capital lease
obligations and included in accounts payable............ $ 827 $ -- $ --
========== ========== ========
Issuance of note payable in connection with redemption of
common stock of member corporations..................... $ -- $ 30 $ 500
========== ========== ========
Assets Acquired and Debt Issued in Business Combinations
Current and other assets................................ $ 25,771 $ 86 $ 99
Property and equipment.................................. 128,342 4,477 1,343
Intangible assets....................................... 1,164,047 67,533 16,733
Current and other liabilities........................... (25,811) -- (164)
Deferred taxes.......................................... (123,311) (2,112) --
Notes payable........................................... (40,004) (12,000) (350)
Increase in subordinated note conversion option......... -- (13,915) --
Estimated fair value allocated to purchase option
agreement............................................. (3,500) -- --
Issuance of common stock and exchange of stock
options............................................... (131,009) -- --
Less cash deposits from prior year...................... (8,500) (5,533) (500)
---------- ---------- --------
NET CASH PAID....................................... $ 986,025 $ 38,536 $ 17,161
========== ========== ========
See Notes to Consolidated Financial Statements
F-31
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES
NATURE OF BUSINESS
Entravision Communications Corporation (together with its subsidiaries,
hereinafter, individually and collectively, "ECC" or the "Company") is a
diversified Spanish-language media company utilizing a combination of
television, radio, outdoor and publishing operations to reach Hispanic consumers
in the United States. The Company operates 34 television stations in 24 markets
located primarily in the Southwestern United States, consisting primarily of
Univision Communications Inc. ("Univision") affiliated stations. Radio
operations consist of a Spanish-language radio network, which provides
programming to the Company's 56 operational radio stations, 39 FM and 17 AM, in
25 markets located primarily in Arizona, California, Colorado, Florida,
Illinois, Nevada, New Mexico and Texas. Additionally the Company's radio network
provides programming to 39 radio station affiliates in 38 markets. Publishing
operations consist of a newspaper publication in New York. The Company's outdoor
operations consist of approximately 11,200 billboards located in Los Angeles and
New York.
Pursuant to Univision network affiliation agreements, Univision acts as the
Company's exclusive sales representative for the sale of all national
advertising aired on Univision television stations. Proceeds of national sales
are remitted to the Company by Univision, net of an agency commission and a
network representative fee. The affiliation agreements expire December 2021.
REORGANIZATION
The financial statements presented for the years ended December 31, 1998 and
1999, and for the period from January 1, 2000 through August 2, 2000 are those
of Entravision Communications Company, L.L.C. ("ECC LLC") and its combined
affiliates: Cabrillo Broadcasting Corporation, Golden Hills Broadcasting
Corporation, Las Tres Palmas Corporation, Tierra Alta Broadcasting, Inc.,
KSMS, Inc., Valley Channel 48, Inc., and Telecorpus, Inc. (collectively, the
"Affiliates") prior to the exchange transaction (the "Exchange Transaction")
described below. Under the terms of the ECC LLC operating agreement, ECC LLC was
authorized to issue Class A, B, C, D, E and F membership units. Through a series
of prior planned transactions, each of the Affiliates had transferred all of
their operations and all their operating assets and liabilities except for
acquisition debt to ECC LLC in exchange for membership interests in ECC LLC.
Effective August 2, 2000, an Exchange Transaction was consummated whereby
the direct and indirect membership interests in ECC LLC were exchanged for
Class A or Class B common stock of ECC. The Class B common stock was issued to
Walter F. Ulloa, Philip C. Wilkinson and Paul A. Zevnik (and certain trusts and
related entities of such individuals) in exchange for their direct and indirect
membership interests in ECC LLC. The remaining individual members and
stockholders (other than Messrs. Ulloa, Wilkinson and Zevnik) of the Affiliates
exchanged their LLC membership units and common shares of the respective
corporations for Class A common stock of ECC. Accordingly the Affiliates became
wholly owned subsidiaries of ECC and ECC LLC became a wholly owned subsidiary of
the Affiliates. The number of shares of common stock of ECC issued to the
members of ECC LLC and the stockholders of the Affiliates was determined in such
a manner that the ownership interests in ECC equaled the direct and indirect
ownership interests in ECC LLC immediately prior to the exchange. Prior to the
Exchange Transaction, ECC LLC and its Affiliates were considered to be under
common control and, as such, the Exchange Transaction was accounted for in a
manner similar to a pooling of interests.
F-32
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
ECC LLC membership units were exchanged into Class A or Class B shares of
common stock of the Company at an exchange ratio of 17 shares of common stock
per membership unit. As a result, for all periods prior to the Exchange
Transaction, ECC LLC membership units have been reflected as shares of ECC
common stock in these notes to financial statements.
Additionally, effective with the Exchange Transaction, Univision exchanged
its $120 million subordinated note (see Note 5) into 21,983,392 shares of ECC
Class C common stock.
INITIAL PUBLIC OFFERING
On August 2, 2000, the Company completed an underwritten initial public
offering (the "IPO") of 46,435,458 shares of its Class A common stock at a price
of $16.50 per share. The Company also sold 6,464,542 shares of its Class A
common stock directly to Univision at a price of $15.47 per share. The net
proceeds to the Company, after deducting underwriting discounts and commissions,
and offering expenses, were approximately $814 million.
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
ECC and its wholly owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.
INVESTMENT IN NONCONSOLIDATED AFFILIATES
The Company accounts for its investment in its less than majority-owned
investees using the equity method under which the Company's share of the net
income (loss) is recognized in the Company's statement of operations. Condensed
financial information is not provided as these operations are not considered to
be significant.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
The Company's operations are affected by numerous factors including changes
in audience acceptance (i.e., ratings), priorities of advertisers, new laws and
governmental regulations and policies and technological advances. The Company
cannot predict if any of these factors might have a significant impact on the
television, radio, publishing and outdoor advertising industries in the future,
nor can it predict what impact, if any, the occurrence of these or other events
might have on the Company's operations. Significant estimates and assumptions
made by management are used for, but not limited to, the allowance for doubtful
accounts, the carrying value of long-lived and intangible assets and the fair
value of the Company's common stock used to determine interest and compensation
expense.
F-33
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
CASH AND CASH EQUIVALENTS
For purposes of reporting cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.
INTEREST RATE CAP AGREEMENTS
Interest rate cap agreements are principally used by the Company in the
management of interest rate exposure. The differential to be paid or received is
accrued as interest rates change and is recorded in the statement of operations.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Depreciation and amortization
are provided using accelerated and straight-line methods over the following
estimated useful lives:
YEARS
-----------------
Buildings and land improvements............................. 39
Outdoor advertising displays................................ 15
Transmission, studio and broadcast equipment................ 5-15
Office and computer equipment............................... 5-7
Transportation equipment.................................... 5
Leasehold improvements...................................... Lesser of the
life of the lease
or economic life
of the asset
INTANGIBLE ASSETS
Intangible assets consisting of the following items are amortized on a
straight-line method over the following estimated useful lives:
YEARS
--------
FCC licenses................................................ 15
Network affiliation agreements.............................. 15
Goodwill.................................................... 15
Time brokerage agreements................................... 15
Customer base............................................... 15
Other....................................................... 1-15
Deferred debt costs related to the Company's credit facility are amortized
using a method which approximates the effective interest method over the life of
the related indebtedness. Favorable leasehold interests are amortized over the
term of the underlying lease. Presold advertising contracts are amortized over
the term of the underlying contracts.
F-34
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews its long-lived assets and intangibles related to those
assets periodically to determine potential impairment by comparing the carrying
value of the long-lived assets and identified goodwill with the estimated future
net undiscounted cash flows expected to result from the use of the assets,
including cash flows from disposition. Should the sum of the expected future net
cash flows be less than the carrying value, the Company may be required to
recognize an impairment loss at that date. An impairment loss would be the
amount, if any, by which the carrying value exceeds the fair value of the
long-lived assets and identified goodwill.
Goodwill not identified with impaired assets is evaluated to determine whether
events or circumstances warrant a write-down or revised estimates of useful
lives. The Company determines impairment by comparing the carrying value of
goodwill with the estimated future net undiscounted cash flows expected to
result from the use of the assets, including cash flows from disposition. Should
the sum of the expected future net cash flows be less than the carrying value,
the Company may be required to recognize an impairment loss at that date.
Impairment losses are measured by comparing the amount by which the carrying
value exceeds the fair value (estimated discounted future cash flows) of the
goodwill.
To date, management has determined that no impairment of long-lived assets
and goodwill exists.
CONCENTRATIONS OF CREDIT RISK
The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of cash and cash equivalents and trade accounts
receivable. The Company from time to time may have bank deposits in excess of
the FDIC insurance limits. The Company has not experienced any losses in such
accounts and believes it is not exposed to any significant credit risk on cash
and cash equivalents.
The Company routinely assesses the financial strength of its customers and,
as a consequence, believes that their trade receivable credit risk exposure is
limited. A valuation allowance is provided for known and anticipated credit
losses. Credit losses for bad debts are provided for in the financial statements
through a charge to the allowance, and aggregated $2.2 million, $0.8 million and
$0.6 million for the years ended December 31, 2000, 1999 and 1998, respectively.
During the years ended December 31, 2000, 1999 and 1998 the Company's allowance
for doubtful accounts was increased through business acquisitions in the amounts
of $6.3 million, $0 and $0.1 million respectively. The net charge off of bad
debts aggregated $3.5 million, $0.6 million and $0.5 million for the years ended
December 31, 2000, 1999 and 1998, respectively.
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:
CASH AND CASH EQUIVALENTS
The carrying amount approximates fair value because of the short maturity of
those instruments.
F-35
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
LONG-TERM DEBT
The carrying amount approximates the fair value of the Company's long-term
debt based on the quoted market prices for the same or similar issues or on the
current rates offered to the Company for debt of the same remaining maturities
with similar collateral requirements.
MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK
Mandatorily redeemable convertible preferred stock is stated at redemption
value less the unamortized discount. The discount is accreted into the carrying
value of the mandatorily redeemable preferred stock through the date at which
the preferred stock is redeemable at the option of the holder with a charge to
accumulated deficit using the effective-interest method.
INCOME TAXES
Deferred taxes are provided on a liability method whereby deferred tax
assets are recognized for deductible temporary differences and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when it is determined to be more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.
ADVERTISING COSTS
Advertising costs are expensed as incurred. Advertising expense totaled
approximately $2.5 million, $0.9 million and $0.6 million for the years ended
December 31, 2000, 1999 and 1998, respectively.
REVENUE RECOGNITION
Television and radio revenue related to the sale of advertising is
recognized at the time of broadcast. Network compensation is recognized ratably
over the period of the agreement. Publishing revenue is recognized as services
are provided. Outdoor advertising revenue is recognized over the life of
advertising contracts.
LOCAL MARKETING AND TIME BROKERAGE AGREEMENTS
The Company operates certain stations under local marketing agreements and
time brokerage agreements whereby the Company sells and retains all advertising
revenue. The broadcast station licensee retains responsibility for ultimate
control of the station in accordance with all FCC rules and regulations. The
Company pays a fixed fee to the station owner, as well as all expenses of the
station, and performs other functions. The financial results of the local
marketing and time brokerage agreements operated stations are included in the
Company's statement of operations from the date of commencement of the
respective agreement.
TRADE TRANSACTIONS
The Company exchanges broadcast time for certain merchandise and services.
Trade revenue and the related receivables are recorded when spots air at the
fair value of the goods or services received or time
F-36
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
aired, whichever is more readily determinable. Trade expense and the related
liability are recorded when the goods or services are used or received. Trade
revenue and costs were approximately $6.5 million, $1.3 million and
$0.9 million for the years ended December 31, 2000, 1999 and 1998, respectively.
STOCK-BASED COMPENSATION
The Company accounts for stock-based employee compensation under the
requirements of Accounting Principles Board (APB) Opinion No. 25, which does not
require compensation to be recorded if the consideration to be received is at
least equal to fair value of the common stock to be received at the measurement
date. Nonemployee stock-based transactions are accounted for under the
requirements of SFAS No. 123, Accounting for Stock-Based Compensation, which
requires compensation to be recorded based on the fair value of the securities
issued or the services received, whichever is more reliably measurable.
EARNINGS PER SHARE
The following table sets forth the calculation of the Company's loss per
share:
FOR THE PERIOD FROM
AUGUST 2, 2000
THROUGH DECEMBER 31, 2000
---------------------------------
(IN THOUSANDS, EXCEPT SHARE DATA)
Net loss.......................................... $ 28,698
Accretion to preferred stock redemption value..... 2,449
------------
Net loss attributable to common stock............. $ 31,147
============
Shares............................................ 115,287,988
============
Basic earnings per share is computed as net income (loss) less accretion of
the discount on Series A mandatorily redeemable preferred stock divided by the
weighted average number of shares outstanding for the period. Diluted earnings
per share reflects the potential dilution that could occur from shares issuable
through stock options and convertible securities.
For the period from August 2, 2000 through December 31, 2000, all dilutive
securities have been excluded as their inclusion would have had an antidilutive
effect on earnings per share. As of December 31, 2000, the securities whose
conversion would result in an incremental number of shares that would be
included in determining the weighted average shares outstanding for diluted
earnings per share if their effect was not antidilutive is as follows: 5,511,123
stock options, 549,293 unvested stock grants subject to repurchase and 5,865,102
shares of Series A mandatorily redeemable convertible preferred stock.
EARNINGS PER MEMBERSHIP UNIT
Basic earnings per unit is computed as net income (loss) divided by the
number of membership units outstanding as of the last day of each period.
Diluted earnings per unit reflects the potential dilution that could occur from
membership units through options and convertible securities.
F-37
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
For the years ended December 31, 1998 and 1999 and for the period from
January 1, 2000 through August 2, 2000, the date of the Exchange Transaction,
all dilutive securities have been excluded as their inclusion would have had an
antidilutive effect on earnings per membership unit.
The following table sets forth the calculation of loss per membership unit:
FOR THE PERIOD
FROM JANUARY 1,
2000 THROUGH
AUGUST 2, 2000 YEARS ENDED DECEMBER 31,
--------------- -------------------------
1999 1998
----------- -----------
Net loss............................................... $ 63,542 $ 39,957 $ 3,702
Less loss of member corporations....................... 2,886 3,547 3,566
---------- ---------- ----------
Net loss applicable to L.L.C. members.................. $ 60,656 $ 36,410 $ 136
========== ========== ==========
L.L.C. membership units outstanding.................... 1,953,924 1,903,951 1,907,731
========== ========== ==========
PRO FORMA INCOME TAX ADJUSTMENTS AND PRO FORMA EARNINGS PER SHARE
The pro forma income tax information is included in these financial
statements for all periods prior to the Exchange Transaction to show what the
significant effects might have been on the historical statements of operations
had the Company and its Affiliates not been treated as flow-through entities not
subject to income taxes. The pro forma information reflects a benefit for income
taxes at the assumed effective rate for the years ended December 31, 2000, 1999
and 1998.
The weighted average number of shares of common stock outstanding during the
years ended December 31, 2000, 1999 and 1998, used to compute pro forma basic
and diluted net loss per share is based on the conversion ratio used to exchange
ECC LLC membership units and member corporation shares for shares of ECC's
common stock in the Exchange Transaction.
COMPREHENSIVE INCOME
For the years ended December 31, 2000, 1999 and 1998, the Company had no
components of comprehensive income and, therefore, net income is equal to
comprehensive income.
NEW PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities (the
"Statement"), which is required to be adopted in all fiscal quarters of all
fiscal years beginning after June 15, 2000. The Statement permits early adoption
as of the beginning of any fiscal quarter after its issuance. The Company
adopted the Statement effective January 1, 2001. The Statement will require the
Company to recognize all derivatives on the balance sheet at fair value. The
Company has not entered into any derivative contracts or hedging activities.
In December 1999, the Securities and Exchange Commission (the "SEC") issued
SAB No. 101, Revenue Recognition in Financial Statements. SAB 101 provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements filed with the SEC. This accounting bulletin, as
F-38
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
amended in March 2000, is effective beginning in the fourth quarter of 2000. The
adoption of SAB 101 did not have a material impact on the Company's financial
statements.
In March 2000, the FASB issued Interpretation No. 44, Accounting for Certain
Transactions Involving Stock Compensation--an interpretation of APB Opinion
No. 25. Interpretation No. 44 clarifies the definition of employee for purposes
of applying APB Opinion No. 25, Accounting for Stock Issued to Employees, the
criteria for determining whether a plan qualifies as a non-compensatory plan,
the accounting consequence of various modifications to the terms of previously
fixed stock options or awards and the accounting for an exchange of stock
compensation awards in a business combination. Interpretation No. 44 is
effective July 1, 2000, but certain conclusions in Interpretation No. 44 cover
specific events that occurred after either December 15, 1998 or January 12,
2000. Interpretation No. 44 did not have a material effect on the financial
position or the results of operations of the Company, other than the stock
options issued in connection with the Company's acquisition of Z-Spanish Media
(as defined below).
2. BUSINESS ACQUISITION AND DISPOSITIONS
ACQUISITIONS
During the years ended December 31, 2000, 1999 and 1998, the Company made
the following acquisitions, some of which were asset acquisitions and did not
constitute a business. All business acquisitions have been accounted for as
purchase business combinations with the operations of the businesses included
subsequent to their acquisition dates. The allocation of the respective purchase
prices is generally based upon management's estimates of the discounted future
cash flows to be generated from the media properties for intangible assets, and
replacement cost for tangible assets, and as it relates to certain 2000
acquisitions, reflects management's preliminary allocation of purchase price.
LATIN COMMUNICATIONS GROUP INC.
In April 2000, the Company acquired all of the outstanding capital stock of
Latin Communications Group Inc. ("LCG") for approximately $256 million, plus the
assumption of certain liabilities. LCG operated 17 radio stations located in
California, Colorado, New Mexico and Washington D.C. and also owned and operated
two Spanish-language publications. In connection with this acquisition, the
Company issued a $90 million convertible subordinated note. The subordinated
note contained two conversion rights, a voluntary option to the holder at any
time after December 31, 2000 and the second automatically upon the effectiveness
of the IPO and the Exchange Transaction. Effective with the Exchange
Transaction, as discussed in Note 1, the subordinated note converted into
5,865,102 shares of Series A mandatorily redeemable convertible preferred stock
of ECC.
In connection with the $90 million convertible subordinated note, the
Company recorded non-cash interest expense of approximately $8.1 million during
the year ended December 31, 2000. Upon conversion, the carrying value of the
note, net of the unamortized beneficial conversion discount of $11.4 million,
was recorded as Series A mandatorily redeemable convertible preferred stock (see
Note 11).
Z-SPANISH MEDIA CORPORATION
In August 2000, the Company acquired all of the outstanding capital stock of
Z-Spanish Media Corporation ("Z-Spanish Media"). Z-Spanish Media owned 33 radio
stations and an outdoor billboard
F-39
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. BUSINESS ACQUISITION AND DISPOSITIONS (CONTINUED)
business. The purchase price, as amended, consisted of approximately
$222 million in cash, 7,187,888 shares of newly-issued Class A common stock of
the Company after the reorganization as discussed in Note 1, and the assumption
of certain liabilities including approximately $110 million of outstanding debt
and $2.4 million in connection with the December 2000 settlement with Hispanic
Broadcasting Corporation to satisfy a contract dispute in a proposed exchange of
certain radio stations between the parties. Furthermore, to comply with a
preliminary Department of Justice inquiry, seven of Z-Spanish Media's radio
stations were transferred to a trust. The beneficiaries of the trust are the
former stockholders of Z-Spanish Media. The net proceeds from the sale of these
stations will be remitted to the former stockholders of Z-Spanish Media.
In connection with this acquisition, the Company issued approximately
1.5 million stock options to purchase its Class A common stock in exchange for
Z-Spanish Media's previously outstanding stock options. In connection with these
stock options, the Company also recorded as additional purchase price
approximately $12.4 million for the excess of the estimated fair value over the
intrinsic value of the unvested options. The Company will also recognize
approximately $0.8 million as non-cash stock-based compensation over the
remaining vesting period.
Additionally, as part of this business combination, the Company has adopted
a plan to restructure its radio division. In accordance with this plan,
management recorded approximately $1.4 million relating to employee termination
and exit costs of the acquired business. These amounts were recorded as a
purchase accounting adjustment, resulting in an increase in goodwill and have
been included in accrued expenses in the accompanying consolidated balance
sheet. Management anticipates that substantially all of the termination and exit
costs will be paid by December 31, 2001.
CITICASTERS CO.
In August 2000, the Company acquired the Federal Communications Commission
("FCC") licenses relating to the operations of radio stations KACD(FM) Santa
Monica, California, and KBCD(FM) Newport Beach, California, from Citicasters
Co., a subsidiary of Clear Channel Communications, Inc., for $85 million in
cash.
RADIO STATIONS KFRQ(FM), KKPS(FM), KVPA(FM) AND KVLY(FM)
In September 2000, the Company acquired certain assets relating to the
operations of radio stations KFRQ(FM), KKPS(FM), KVPA(FM) and KVLY(FM) from
Sunburst Media, LP for $55 million in cash.
INFINITY BROADCASTING CORPORATION
In October 2000, the Company acquired approximately 1,200 outdoor display
faces located in New York from Infinity Broadcasting Corporation for a total of
approximately $168 million in cash.
WUNI-TV
In December 2000, the Company acquired certain assets of television station
WUNI-TV in Boston, Massachusetts. The aggregate purchase price paid of
$47.5 million consisted of $10 million in cash and a note payable in the amount
of $37.5 million (see Note 5).
F-40
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. BUSINESS ACQUISITION AND DISPOSITIONS (CONTINUED)
OTHER
Also during 2000, the Company acquired four additional television stations
for an aggregate purchase price of $82.3 million and two radio stations for an
aggregate purchase price of $14 million.
The following is a summary of the purchase price allocation for all
acquisitions during 2000 described above.
(IN MILLIONS OF DOLLARS)
Current and other assets............................. $ 25.8
Property and equipment............................... 128.3
Intangible assets.................................... 1,164.0
Current and other liabilities........................ (25.8)
Deferred taxes....................................... (123.3)
Notes payable........................................ (40.0)
Estimated fair value allocated to purchase option
agreement.......................................... (3.5)
Issuance of common stock and exchange of stock
options............................................ (131.0)
Less cash deposits from prior year................... (8.5)
--------
Net cash paid........................................ $ 986.0
========
During the year ended December 31, 1999, in several separate transactions,
the Company acquired nine television stations for an aggregate purchase price of
$67.2 million and seven radio stations for an aggregate purchase price of
$4.8 million. The excess of cost over the fair value of net assets acquired
relating to these acquisitions aggregated $63 million.
During the year ended December 31, 1998, in several separate transactions,
the Company acquired two television stations and entered into an agreement with
an unrelated third party to form a new company to construct a television station
in Odessa-Midland, Texas. The aggregate purchase price paid in connection with
these acquisitions was $17.9 million. The excess of cost over the fair value of
net assets acquired relating to these acquisitions aggregated $13.9 million. In
connection with the Odessa-Midland station, construction commenced during 2000.
It is anticipated that the construction will be completed during the second
quarter of 2001.
DISPOSITIONS
In August 2000, the Company sold certain outdoor advertising display faces
and related assets located in Joliet, Illinois for $1 million in cash. In
December 2000, the Company sold all of its assets relating to radio station
WACA-AM in Wheaton, Maryland for $2.5 million in cash. No income or loss was
recognized as a result of these dispositions.
PENDING TRANSACTIONS
The Company has entered into an agreement to acquire the FCC license and
permits to construct a television station. The Company has also agreed to
acquire two radio stations. The aggregate purchase price to be paid in
connection with these acquisitions is $33.6 million. In addition, one of the
acquisition agreements calls for the Company to exchange two of its radio
stations as part of the consideration to be paid in connection with one of the
radio station acquisitions.
F-41
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. BUSINESS ACQUISITION AND DISPOSITIONS (CONTINUED)
Management intends to close on these transactions upon receiving FCC
approval, which it anticipates receiving during 2001.
PRO FORMA RESULTS (UNAUDITED)
The following pro forma results of continuing operations assume the 2000 and
1999 acquisitions discussed above occurred on January 1, 1999. The unaudited pro
forma results have been prepared using the historical financial statements of
the Company and each acquired entity. The unaudited pro forma results give
effect to certain adjustments including amortization of goodwill, depreciation
of property and equipment, interest expense and the related tax effects as if
the Company had been a tax paying entity since January 1, 1999.
DECEMBER 31
-------------------------------
2000 1999
------------ ------------
(UNAUDITED) (UNAUDITED)
(IN MILLIONS OF DOLLARS, EXCEPT
PER SHARE DATA)
Net revenue........................................ $ 195.9 $ 159.0
Net loss........................................... (136.5) (133.7)
Basic and diluted net loss per share............... $ (2.05) $ (2.21)
The above pro forma financial information does not purport to be indicative
of the results of operations had the 2000 and 1999 acquisitions actually taken
place on January 1, 1999, nor is it intended to be a projection of future
results or trends.
3. PROPERTY AND EQUIPMENT
Property and equipment at December 31 consists of:
2000 1999
-------- --------
(IN MILLIONS OF DOLLARS)
Buildings.............................................. $ 9.6 $ 5.3
Construction in progress............................... 13.2 --
Outdoor advertising displays........................... 83.9 --
Leasehold improvements and land improvements........... 3.5 1.9
Transmission studio and other broadcast equipment...... 59.6 25.4
Office and computer equipment.......................... 8.3 3.1
Transportation equipment............................... 2.0 1.0
------ -----
180.1 36.7
Less accumulated depreciation and amortization......... 21.2 11.6
------ -----
158.9 25.1
Land................................................... 10.4 2.1
------ -----
$169.3 $27.2
====== =====
F-42
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. INTANGIBLE ASSETS
At December 31, intangible assets consist of:
2000 1999
-------- --------
(IN MILLIONS OF DOLLARS)
FCC licenses........................................ $ 603.7 $ 44.0
Network affiliation agreements...................... 56.2 52.5
Goodwill............................................ 558.2 47.6
Time brokerage agreement............................ 46.8 19.5
Customer base....................................... 22.1 --
Other............................................... 43.0 15.4
-------- ------
1,330.0 179.0
Less accumulated amortization....................... 72.7 26.6
-------- ------
$1,257.3 $152.4
======== ======
5. LONG-TERM DEBT AND NOTES PAYABLE
Notes payable at December 31 are summarized as follows:
2000 1999
-------- --------
(IN MILLIONS OF DOLLARS)
Credit facility....................................... $200.0 $142.9
Note payable for station acquisition, due in annual
principal installments of $7.5 million through
January 2006. The note is collateralized by a pledge
of the ownership interest of Entravision 27, L.L.C.,
a wholly owned subsidiary formed to effect this
acquisition. Interest is payable quarterly at 8%
through January 2003, 10% January 2003 through
January 2004 and 12% thereafter. The note may be
paid in cash or the Company's Class A common stock,
at the sole discretion of the Company. The Company
may prepay this note at any time with no penalty.... 37.5 --
Time brokerage contract payable, due in annual
installments of $1 million bearing interest at LIBOR
(6.5% at December 31, 1999) through June 2011....... 11.0 12.0
Subordinated note with interest at 7.01%.............. -- 10.0
Other................................................. 6.5 2.4
------ ------
255.0 167.3
Less current maturities............................... 2.5 1.4
------ ------
$252.5 $165.9
====== ======
CREDIT FACILITY
The Company has a credit facility in the amount of $600 million, of which
$200 million was outstanding at December 31, 2000. The credit facility is
secured by substantially all of the Company's
F-43
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. LONG-TERM DEBT AND NOTES PAYABLE (CONTINUED)
assets, as well as the pledge of the stock of several of the Company's
subsidiaries, and consists of a $250 million revolving facility and a
$150 million Term A loan, both bearing interest at LIBOR (6.5% at December 31,
2000) plus a margin ranging from 0.875% to 2.75% based on the Company's
leverage, and a $200 million Term B loan bearing interest at LIBOR plus 3.25%.
The revolving facility expires on December 31, 2007. If not used, the Term A
loan commitment expires on July 31, 2001 and the Term B loan expires on
December 31, 2008. Upon expiration of the Term A loan commitment, we will have a
$150 million incremental loan facility with substantially the same terms,
expiring on December 31, 2007. The line-of-credit facility contains scheduled
quarterly reductions in the amount that is available ranging from $6.3 million
to $18.8 million, commencing September 30, 2002. The Term A loan contains
scheduled quarterly reductions in the amount that is available ranging from
$1.9 million to $11.3 million, commencing on September 30, 2001. The Term B loan
contains scheduled quarterly reductions in the amount that is available ranging
from $0.5 million to $42.5 million, commencing September 30, 2001. In addition,
the Company pays a quarterly loan commitment fee ranging from 0.25% to 0.75% per
annum and levied upon the unused portion of the amount available. All of the
outstanding balance at December 31, 2000 was under the Term B loan.
The credit facility also allows for an incremental loan facility of up to an
additional $150 million under substantially the same terms, and expires in
December 2007. There were no borrowings under the incremental loan facility at
December 31, 2000.
The credit facility also contains a mandatory prepayment clause in the event
the Company should liquidate any assets if the proceeds are not utilized to
acquire assets of the same type within one year, receive insurance or
condemnation proceeds which are not fully utilized toward the replacement of
such assets, or have excess cash flows.
The credit facility contains certain financial covenants relating to maximum
total debt ratio, total interest coverage ratio, a fixed charge coverage ratio
and a ceiling on annual capital expenditures. The covenants become increasingly
restrictive in the later years of the facility. The credit facility also
contains restrictions on the incurrence of additional debt, the payment of
dividends, acquisitions and the sale of assets over a certain limit.
Additionally, the Company is required to enter into interest rate agreements if
its leverage exceeds certain limits as defined in the agreement.
Aggregate maturities of long-term debt and notes payable as of December 31,
2000 are as follows:
YEARS ENDING DECEMBER 31, AMOUNT
- ------------------------- ------------------------
(IN MILLIONS OF DOLLARS)
2001..................................................... $ 2.5
2002..................................................... 10.9
2003..................................................... 10.8
2004..................................................... 10.8
2005..................................................... 10.9
Thereafter............................................... 209.1
------
$255.0
======
F-44
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. LONG-TERM DEBT AND NOTES PAYABLE (CONTINUED)
SUBORDINATED NOTE
On December 30, 1996, the Company issued a $10 million subordinated note to
Univision. This note was subordinated to all senior debt. The note was due
December 30, 2021 with interest at 7.01% per annum, for which Univision agreed
to provide the Company with network compensation equal to the amount of annual
interest due. Under a separate agreement, Univision had the option to exchange
the note into Class A membership units of ECC LLC representing a 27.9% interest
in the Company, at the holder's option at any time prior to maturity. During
1999 certain conditions restricting the exchange of the note were eliminated
and, as such, the Company recorded non-cash interest expense of $2.5 million
based on the estimated intrinsic value of the option feature at the date the
note was entered into.
On March 2, 2000, the note was amended and increased to $120 million, and
the option exchange feature was increased from 27.9% to 40%, resulting in
additional non-cash interest expense of $31.6 million during the quarter ended
March 31, 2000 based on the estimated intrinsic value of the option feature. The
intrinsic value of the exchange option feature was determined using an estimate
by management based primarily on the estimated IPO price as the fair market
value. On August 2, 2000, the note was exchanged for Class C common stock of the
Company, as described in Note 1.
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses at December 31 consist of:
2000 1999
-------- --------
(IN MILLIONS OF DOLLARS)
Accounts payable......................................... $ 5.0 $2.4
Accrued payroll and compensated absences................. 7.0 1.1
Income taxes payable..................................... 3.0 0.3
Executive employment agreement and bonuses............... 2.2 1.1
Professional fees and transaction costs.................. 5.1 0.8
Deferred revenue......................................... 2.0 --
Other.................................................... 6.0 1.8
----- ----
$30.3 $7.5
===== ====
7. INCOME TAXES
Prior to the reorganization of the Company as described in Note 1, the
combined organization included various taxpaying and non-taxpaying entities.
Each of the entities filed separate federal and state tax returns. Deferred
taxes were not provided for the difference between the book and tax basis of
intangible assets, broadcast equipment, and furniture and fixtures for the
non-taxpaying entities. As a result of the reorganization and Exchange
Transaction, the Company recorded a net deferred tax liability with a
corresponding charge to tax expense of approximately $10.5 million.
F-45
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. INCOME TAXES (CONTINUED)
The provision for income taxes for the years ended December 31 is as
follows:
2000 1999 1998
-------- -------- --------
(IN MILLIONS OF DOLLARS)
Current:
Federal............................................... $ -- $ 0.2 $ 0.1
State................................................. 1.2 0.1 0.2
Deferred.............................................. (4.1) (0.4) (0.1)
----- ----- -----
$(2.9) $(0.1) $ 0.2
===== ===== =====
The income tax provision differs from the amount of income tax determined by
applying the U.S. federal income tax rate of 34% to pretax income for the years
ended December 31 due to the following:
2000 1999 1998
-------- -------- --------
(IN MILLIONS OF DOLLARS)
Computed "expected" tax (benefit)..................... $(32.3) $(13.6) $(1.2)
Change in income tax resulting from:
State taxes, net of federal benefit................. (3.2) (1.4) (0.2)
Non-deductible expenses............................. 22.1 15.0 1.3
Effect of change in tax status...................... 10.5 -- --
Other............................................... -- (0.1) 0.3
------ ------ -----
$ (2.9) $ (0.1) $ 0.2
====== ====== =====
The components of the deferred tax assets and liabilities at December 31
consist of the following:
2000 1999
-------- --------
(IN MILLIONS OF DOLLARS)
Deferred tax assets:
Accrued expenses.................................... $ 2.2 $ --
Accounts receivable................................. 3.3 --
Net operating loss carryforward..................... 12.8 --
Stock-based compensation............................ 0.3 --
------- -----
18.6 --
------- -----
Deferred tax liabilities:
Intangible assets................................... (125.1) (1.8)
Property and equipment.............................. (14.7) (0.2)
------- -----
(139.8) (2.0)
------- -----
$(121.2) $(2.0)
======= =====
F-46
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. INCOME TAXES (CONTINUED)
The deferred tax amounts have been classified in the accompanying balance
sheets at December 31 as follows:
2000 1999
-------- --------
(IN MILLIONS OF DOLLARS)
Current assets........................................ $ 11.2 $ --
Non-current liabilities............................... (132.4) (2.0)
------- -----
$(121.2) $(2.0)
======= =====
The Company has recorded deferred tax assets of $18.6 million, including the
benefit of $30.4 million in net operating loss carryforwards which expire
through 2020.
8. COMMITMENTS
The Company has agreements with certain media research and rating providers,
expiring at various dates through December 2005, to provide television and radio
audience measurement services. Pursuant to these agreements, the Company is
obligated to pay these providers a total of $27.3 million in increasing annual
amounts. The annual commitments range from $1.8 million to $7.1 million.
OPERATING LEASES
The Company leases facilities and broadcast equipment under various
operating lease agreements with various terms and conditions, expiring at
various dates through May 2009.
The approximate future minimum lease payments under these operating leases
at December 31, 2000 are as follows:
YEARS ENDING DECEMBER 31, AMOUNT
- ------------------------- ------------------------
(IN MILLIONS OF DOLLARS)
2001..................................................... $ 6.1
2002..................................................... 5.3
2003..................................................... 4.6
2004..................................................... 3.8
2005..................................................... 3.4
Thereafter............................................... 17.8
-----
$41.0
=====
Total rent expense under operating leases, including rent under
month-to-month arrangements, was approximately $9.4 million, $2.0 million and
$1.2 million for the years ended December 31, 2000, 1999 and 1998, respectively.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements (the "Agreements") with
two executive officers, who are also stockholders and directors, through
August 2005. The Agreements provide that a minimum annual base salary and a
bonus be paid to each of the executives. The Company accrued approximately
$1.6 million, $1.1 million and $0.9 million of bonuses payable to these
executives for the
F-47
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. COMMITMENTS (CONTINUED)
years ended December 31, 2000, 1999 and 1998, respectively. Additionally, the
Agreements provide for a continuation of each executive's annual base salary and
annual bonus through the end of the employment period if the executive is
terminated due to a permanent disability or without cause, as defined in the
Agreements.
The Company also has an employment arrangement with its executive vice
president which provides for an annual base salary and bonus. Additionally, in
1997 the employee was awarded 922,828 shares of Class A common stock in the
Company, which vested through January 2000. The estimated fair value associated
with this award of was approximately $27.7 million. The Company has recorded
$26.3 million and $0.5 million of compensation expense in connection with this
award for the years ended December 31, 1999 and 1998, respectively. This award
originally provided for a repurchase option which has been eliminated. As such,
the award was considered variable. Compensation expense for 1999 was determined
using an estimate by management based primarily on the estimated IPO price.
In January 1999, the Company entered into an employment agreement with a
senior vice president which expires on January 4, 2002 and provides for an
annual base salary and bonus to be paid to the employee. As part of this
agreement, the Company originally granted an option to the employee to purchase
Class A common stock. As amended in April 2000, the Company sold the employee
82,195 shares of restricted Class A common stock at $0.01 per share. The Company
may repurchase the restricted shares at $0.01 per share. The number of shares
subject to the Company's repurchase option is eliminated proportionately over
three years from the original grant date. The intrinsic value of the original
option at the grant date was determined by management using the estimated IPO
price. In accordance with APB No. 25, the Company recorded $2.8 million in
compensation expense during 1999 attributable to the original option grant which
is reflected as non-cash stock-based compensation in the statement of
operations. This amount approximates the total intrinsic value of the amended
employee restricted Class A common stock purchase. Accordingly, no amounts have
been recorded for non-cash stock-based compensation for this grant during the
year ended December 31, 2000.
9. RELATED-PARTY TRANSACTIONS
Related-party transactions not discussed elsewhere consist of the following:
The Company has unsecured advances of $0.2 million payable to related
parties which bear interest and are due on demand at December 31, 2000 and 1999.
The Company has unsecured stock subscriptions due from
officer/director/stockholders of the Company amounting to $0.6 million at
December 31, 2000 and 1999. The advances are due on demand and have been
recorded as a reduction of equity.
In addition, the Company has unsecured advance receivables due on demand
from related parties amounting to $0.3 million at December 31, 2000 and 1999.
The Company also has notes receivable totaling $0.6 million from two officers
which bear interest ranging from 6.02% to 9.75% and are due from August 2002
through October 2005.
The Company utilizes the services of a law firm, a partner of which is a
stockholder and director. Total legal fees incurred with this law firm
aggregated approximately $3.6 million, $0.5 million and $0.5 million for the
years ended December 31, 2000, 1999 and 1998, respectively. Approximately
$0.8 million of the fees for the year ended December 31, 2000 are included in
amounts netted with the proceeds from the issuance of common stock as disclosed
in the statements of stockholders' equity.
F-48
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. 401(K) SAVINGS PLAN
The Company has multiple 401(k) savings plans covering substantially all
employees. The Company currently matches the amounts contributed by each
participant up to the maximum amount allowable under the plans for its defined
contribution plans. Additionally, the Company has a 401(k) savings plan which
allows discretionary matching contributions. Employer matching contributions for
the year ended December 31, 2000 and 1999 aggregated approximately $0.4 million
and $0.1 million, respectively.
11. STOCKHOLDERS' EQUITY
COMMON STOCK
The First Restated Certificate of Incorporation of ECC authorizes both
common and preferred stock. The common stock has three classes identified as A,
B and C which have similar rights and privileges, except the Class B common
stock provides ten votes per share as compared to one vote per share for all
other classes of common stock. Univision, as the holder of all Class C common
stock, is entitled to vote as a separate class to elect two directors, and has
the right to vote as a separate class on certain material transactions. Class B
and C common stock is convertible at the holder's option into one fully paid and
nonassessable share of Class A common stock and is required to be converted into
one share of Class A common stock upon certain events as defined in the First
Restated Certificate of Incorporation.
In April 2000, the Company granted an unrestricted stock award to an
executive vice president and officer totaling 240,737 shares of Class A common
stock. As a result of this grant the Company recorded a non-cash stock-based
compensation charge of $3.4 million.
In May 2000, the Company granted restricted stock awards to employees,
directors and consultants totaling 494,496 Class A shares of common stock. As a
result of these grants, the Company recorded a deferred non-cash stock-based
compensation charge of $6.9 million that is being amortized over the three-year
vesting period beginning in the second quarter of 2000. Approximately
$1.3 million of the deferred charge has been amortized during the year ended
December 31, 2000.
PREFERRED STOCK
The Company is authorized to issue up to 50 million shares of preferred
stock with a par value of $0.0001, in one or more series. The Company's Board of
Directors (the "Board") is authorized to establish the number of shares to be
included in each series, and to fix the designation, powers, preferences and
rights of the shares of each series, as well as the qualifications, limitations
or restrictions. As of December 31, 2000, the Company has designated 11 million
shares as Series A mandatorily redeemable convertible preferred stock, of which
5,865,102 shares are outstanding.
The Series A preferred stock is convertible into Class A common stock on a
share-per-share basis at the option of the holder at any time and accrues
dividends at 8.5% of the liquidation value ($8.47 per share) per annum,
compounded annually and payable upon the liquidation of the Company or
redemption. There were $1.7 million of dividends in arrears at December 31,
2000. All accrued and unpaid dividends are to be waived and forgiven upon the
conversion of the Series A preferred stock into Class A common stock. The
Series A preferred stock is subject to redemption at face value plus accrued
dividends at the option of the holder at any time after April 2006, and must be
redeemed in full in April 2010. The Company also has the right to redeem the
Series A preferred stock at its option at any time one year after its issuance,
provided that the trading price of the Class A common stock equals or exceeds
130% of the IPO price of the Class A common stock for 15 consecutive trading
days immediately before such
F-49
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. STOCKHOLDERS' EQUITY (CONTINUED)
redemption. The Series A redemption price per share is equal to the sum of the
original issue price per share ($15.35) plus accrued and unpaid dividends. The
aggregate Series A redemption price at December 31, 2000 was $91.7 million.
The Company is recording a periodic charge to accumulated deficit to accrete
the Series A preferred stock up to its redemption value. During the year ended
December 31, 2000, the Company recorded a $2.4 million accretion charge.
12. 2000 OMNIBUS EQUITY INCENTIVE PLAN
In June 2000, the Company adopted a 2000 Omnibus Equity Incentive Plan that
allows for the award of up to 11,500,000 shares of Class A common stock. Awards
under the plan may be in the form of incentive stock options, nonqualified stock
options, stock appreciation rights, restricted stock or stock units. The Plan is
administered by a committee which is appointed by the Board. This committee
determines the type, number, vesting requirements and other features and
conditions of such awards.
The Company issued a total of 5,583,876 stock options in 2000 to various
employees and non-employee directors of the Company under its 2000 Omnibus
Equity Incentive Plan. Included in the total are 1,494,161 stock options which
were granted in exchange for stock options of Z-Spanish Media as a result of the
business acquisition as described in Note 2.
The following is a summary of stock options outstanding and exercisable for
the year ended December 31, 2000:
WEIGHTED AVERAGE
OPTIONS EXERCISE PRICE
-------- ----------------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
Number of shares under stock options:
Outstanding at beginning of year................... -- $ --
Granted............................................ 5,584 14.31
Exercised.......................................... -- --
Forfeited.......................................... 73 12.78
-----
Outstanding at end of year......................... 5,511 14.33
=====
Available to grant at end of year.................. 5,989
=====
Exercisable at end of year......................... 1,456
=====
The following table summarizes information about stock options outstanding
at December 31, 2000:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------------------------- -----------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE REMAINING AVERAGE AVERAGE
PRICE RANGE NUMBER CONTRACTUAL LIFE EXERCISE PRICE NUMBER EXERCISE PRICE
----------- -------- ----------------- -------------- -------- --------------
$16.50 ........... 4,055 10 $16.50 -- $ --
$10.03--13.37.......... 396 8 11.28 396 11.28
$ 6.69--9.03........... 1,060 4 7.15 1,060 7.15
----- -----
5,511 8 14.33 1,456 8.44
===== =====
F-50
ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. 2000 OMNIBUS EQUITY INCENTIVE PLAN (CONTINUED)
The Company's fair value calculation for the Z-Spanish Media acquisition
exchange options was made using the Black-Scholes option-pricing model with the
following assumptions: expected life of one year; volatility of 50%; risk-free
interest rate of 5.89% and no dividends during the expected life. The fair value
of these options was recorded as additional purchase price in the business
acquisition and is not included in the pro forma compensation expense below.
During 2000, the Company recognized $0.7 million of non-cash stock-based
compensation expense relating to the intrinsic value of the unvested options
exchanged in the Z-Spanish Media acquisition.
SFAS No. 123 requires the disclosure of pro forma net income and earnings
per share had the Company adopted the fair value method. Under SFAS No. 123, the
fair value of stock-based awards to employees is calculated through the use of
option-pricing models. These models require subjective assumptions, including
future stock price volatility and expected time to exercise, which greatly
affect the calculated value.
The Company's fair value calculation for pro forma purposes was made using
the Black-Scholes option-pricing model with the following assumptions: expected
life of six years; volatility of 50%; risk-free interest rate of 6.07% and no
dividends during the expected life. The weighted average fair value of options
granted during the year December 31, 2000 was approximately $9.
Had compensation expense for the stock option grants been determined based
on the fair value at the grant date for awards consistent with the methods of
SFAS No. 123, the Company's net loss would have increased the pro forma amounts
for the year ended December 31, 2000 as follows:
Net loss applicable to common stockholders
As reported............................................... $(94,689)
========
Pro forma................................................. $(97,231)
========
Net loss per share applicable to common stockholders, basic
and diluted
As reported............................................... $ (0.27)
========
Pro forma................................................. $ (0.29)
========
13. LITIGATION AND SUBSEQUENT EVENT
The Company was a defendant to a lawsuit filed in the Superior Court of the
District of Columbia by First Millennium Communications, Inc. to resolve certain
contract disputes arising out of a terminated brokerage-type arrangement. The
litigation primarily concerns the payment of a brokerage fee alleged to be due
in connection with the acquisition of television station WBSV in Sarasota,
Florida for $17.0 million, after taking into account certain additional capital
expenditures, losses, interest expense and management fees. The parties have
reached a confidential settlement and the lawsuit was dismissed with prejudice
by court order. The settlement provides that the parties will resolve the
dispute with respect to television station WBSV pursuant to binding arbitration.
No accrual has been recorded in the accompanying consolidated financial
statements beyond the amount management believes is the remaining contractual
obligation of $250,000 because the ultimate liability in excess of the amount
recorded, if any, cannot be reasonably estimated. Management does not
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ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. LITIGATION AND SUBSEQUENT EVENT (CONTINUED)
believe that the resolution of this litigation is likely to have a material
adverse effect on the Company's financial position, results of operations or
cash flows.
On July 20, 2000, Telemundo Network Group LLC, Telemundo Network, Inc. and
Council Tree Communications, L.L.C. (collectively, "Telemundo") filed an action
against the Company and certain of its Affiliates relating to the Company's
investment in XHAS-TV, Channel 33 in Tijuana, Mexico. On February 2, 2001,
Telemundo and the Company reached a settlement relating to this investment. The
actions previously filed were dismissed with prejudice without either party
compensating the other. Additionally, the Company granted Telemundo an option to
purchase the Company's ownership interest in television station KTLD-LP at a
purchase price equal to the Company's cost for such interest.
14. SEGMENT DATA
During 1999 and 1998, management had determined that the Company had only
one reportable segment. Upon the completion of the business and asset
acquisitions during 2000, management has determined that the Company currently
operates in four reportable segments based upon the type of advertising medium
which consists of television broadcasting, radio broadcasting, outdoor
advertising and newspaper publishing. As a result of the redetermination of
reportable segments in 2000, the 1999 and 1998 financial information has been
retroactively restated to correspond to the current composition of reportable
segments. Information about each of the operating segments follows:
TELEVISION BROADCASTING
The Company operates 34 television stations primarily in the Southwestern
United States and consisting primarily of Univision affiliates.
RADIO BROADCASTING
The Company operates 56 radio stations (39 FM and 17 AM) located primarily
in Arizona, California, Colorado, Florida, Illinois, Nevada, New Mexico and
Texas.
OUTDOOR ADVERTISING
The Company's outdoor advertising segment owns approximately 11,200
billboards in Los Angeles and New York.
NEWSPAPER PUBLISHING (PRINT)
The Company's newspaper publishing operations consist of a publication in
New York.
Separate financial data for each of the Company's operating segments is
provided below. Segment operating loss is defined as operating loss before
corporate expenses and non-cash stock-based compensation. There have been no
significant sources of revenue generated outside the United States during the
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ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. SEGMENT DATA (CONTINUED)
years ended December 31, 2000, 1999 and 1998. Additionally there are no
significant assets held outside the United States. The Company evaluates the
performance of its operating segments based on the following:
TWELVE MONTHS ENDED DECEMBER 31,
-----------------------------------
2000 1999 1998
----------- --------- ---------
(IN THOUSANDS OF DOLLARS)
Net revenue:
TV........................................................ $ 82,417 $ 56,846 $ 43,752
Radio..................................................... 43,338 2,153 1,068
Outdoor................................................... 13,096 -- --
Publishing................................................ 15,170 -- --
---------- -------- --------
Consolidated............................................ 154,021 58,999 44,820
---------- -------- --------
Direct expenses:
TV........................................................ 34,290 23,165 15,067
Radio..................................................... 10,991 1,276 727
Outdoor................................................... 5,494 -- --
Publishing................................................ 8,212 -- --
---------- -------- --------
Consolidated............................................ 58,987 24,441 15,794
---------- -------- --------
Selling, general and administrative expenses
TV........................................................ 15,642 11,093 8,590
Radio..................................................... 16,767 518 287
Outdoor................................................... 1,544 -- --
Publishing................................................ 4,647 -- --
---------- -------- --------
Consolidated............................................ 38,600 11,611 8,877
---------- -------- --------
Depreciation and amortization
TV........................................................ 20,064 15,277 10,570
Radio..................................................... 41,537 705 364
Outdoor................................................... 5,984 -- --
Publishing................................................ 1,653 -- --
---------- -------- --------
Consolidated............................................ 69,238 15,982 10,934
---------- -------- --------
Segment operating profit (loss):
TV........................................................ 12,421 7,311 9,525
Radio..................................................... (25,957) (346) (310)
Outdoor................................................... 74 -- --
Publishing................................................ 658 -- --
---------- -------- --------
Consolidated............................................ (12,804) 6,965 9,215
Corporate expenses.......................................... 12,741 5,809 3,963
Non-cash stock-based compensation........................... 5,822 29,143 500
---------- -------- --------
Operating profit (loss)..................................... $ (31,367) $(27,987) $ 4,752
========== ======== ========
Total assets
TV........................................................ $ 401,075 $199,360 $127,630
Radio..................................................... 856,038 5,657 3,661
Outdoor................................................... 293,887 -- --
Publishing................................................ 9,493 -- --
---------- -------- --------
Consolidated............................................ $1,560,493 $205,017 $131,291
========== ======== ========
Capital expenditures
TV........................................................ $ 15,749 $ 12,825 $ 3,094
Radio..................................................... 7,700 -- --
Outdoor................................................... 164 -- --
Publishing................................................ 62 -- --
---------- -------- --------
Consolidated............................................ $ 23,675 $ 12,825 $ 3,094
========== ======== ========
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ENTRAVISION COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of the quarterly results of operations for the
years ended December 31, 2000 and 1999:
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER TOTAL
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Year ended December 31, 2000:
Net revenue.............................. $ 17,264 $ 35,660 $ 45,049 $ 56,048 $154,021
Net loss................................. (36,584) (17,427) (25,212) (13,017) (92,240)
Net loss applicable to common
stockholders........................... -- -- (16,581) (14,566) (31,147)
Net loss per share, basic and diluted.... -- -- (0.14) (0.13) (0.27)
Proforma net loss........................ (34,813) (14,586) (14,598) (22,339) (86,336)
Proforma net loss per share, basic and
diluted................................ (1.08) (0.45) (0.30) (0.21) (1.34)
Year ended December 31, 1999:
Net revenue.............................. $ 11,729 $ 14,486 $ 15,736 $ 17,048 $ 58,999
Net loss................................. (9,313) (9,142) (11,180) (10,322) (39,957)
Proforma net loss........................ (8,765) (8,525) (10,875) (9,414) (37,579)
Proforma net loss per share, basic and
diluted................................ (0.27) (0.26) (0.34) (0.29) (1.16)
Certain adjustments were recorded in the fourth quarter of 2000 for changes
from preliminary allocations of purchase price for certain purchase business
combinations.
F-54