Back to GetFilings.com
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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, 1997
COMMISSION FILE NUMBER: 001-12223
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
Class A Common Stock, Par Value New York Stock Exchange
$.01
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT: None
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 46,095,726 shares of Class A Common Stock, $.01 par value,
outstanding as of February 13, 1998. The aggregate market value of the Class A
Common Stock of the Company held by non-affiliates on February 13, 1998 was
approximately $1,800,000,000. 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
Shareholders to be held May 13, 1998 are incorporated by reference into Part
III hereof.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
GLOSSARY .................................................................................................. 2
PART I
Item 1. Business............................................................................... 4
The Hispanic Audience in the United States............................................. 5
Hispanic Audience Research............................................................. 6
Ratings................................................................................ 7
The Network............................................................................ 9
Galavision Network..................................................................... 12
Programming............................................................................ 12
Program License Agreements............................................................. 13
The O&Os............................................................................... 15
Advertising............................................................................ 18
Marketing.............................................................................. 19
Competition............................................................................ 19
Material Patents, Trademarks, Licenses, Franchises and Concessions..................... 20
Employees.............................................................................. 20
Federal Regulation and New Technologies................................................ 21
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............................................................................. 31
Item 8. Financial Statements and Supplementary Data............................................ 39
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosures............................................................................ 39
PART III
Item 10. Directors and Executive Officers of the Registrant..................................... 40
Item 11. Executive Compensation................................................................. 40
Item 12. Security Ownership of Certain Beneficial Owners and Management......................... 40
Item 13. Certain Relationships and Related Transactions......................................... 40
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K........................ 41
1
UNLESS OTHERWISE INDICATED, ALL INFORMATION IN THIS REPORT REGARDING THE
OPERATIONS OF THE UNIVISION AFFILIATES IS PRESENTED AS OF DECEMBER 31, 1997, AND
REFLECTS THE TWO-FOR-ONE STOCK SPLIT EFFECTED BY THE COMPANY ON JANUARY 12,
1998.
GLOSSARY
THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE IN
THIS REPORT AND IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION
AND FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN THIS REPORT.
The following terms are used in this report to refer to the companies and
operations indicated:
"Acquisition" means the December 1992 acquisition of the Network and UTG
(excluding the Chicago Houston, Sacramento and Bakersfield O&Os) by Perenchio,
Televisa and Venevision.
"Affiliated Stations" means the 10 full-power and 17 low-power television
stations with which the Company has Affiliation Agreements.
"Affiliation Agreements" means the affiliation agreements between the
Company and each Affiliated Station and Cable Affiliate.
"Agreement Concerning Production and Acquisition of Programs" means the cost
sharing agreement among the Network, Televisa and Venevision (which was
terminated as part of the Reorganization).
"Broadcast Affiliates" means the O&Os and the Affiliated Stations.
"Broadcast Cash Flow" means earnings before corporate charges, interest,
taxes, depreciation and amortization.
"Cable Affiliates" means the approximately 835 cable television systems with
which Univision has Affiliation Agreements. These cable television systems
retransmit the Network satellite signal and are not located in DMAs where the
Company has full-power Broadcast Affiliates.
"Combined Net Time Sales" means time sales of both UTG and the Network from
broadcasting, including barter and trade and television subscription revenues,
less advertising commissions, certain special event revenues, music license
fees, outside affiliate compensation and taxes other than withholding taxes.
"DMA" means a designated market area.
"DRI Study" means the Company-commissioned study published by the
econometric firm DRI/ McGraw Hill in 1995.
"EBITDA" means earnings before interest, taxes, depreciation and
amortization.
"Entravision" means Entravision Communications Company, LLC, which owns 10
of the Company's Affiliated Stations.
"Galavision" means the Galavision Spanish-language general entertainment
basic cable network, a wholly-owned subsidiary of the Company.
"Hispanic" means all persons in the U.S. of Hispanic descent or origin.
"Hispanic Households" means all U.S. households with a head of household who
is of Hispanic descent or origin, regardless of the language spoken in the
household.
"Network" or "UNLP" means the Univision Spanish-language television network
owned by the Company and one of the Company's subsidiaries; the Network is a
partnership that prior to the Reorganization was controlled by the Principal
Stockholders.
2
"New Bank Facility" means the Company's new credit agreement dated September
26, 1996, which provides for aggregate commitments of up to $600 million and
imposes financial and other restrictions on the Company.
"Nielsen" means Nielsen Media Research which publishes television ratings,
audience share and demographic information.
"Old Bank Facility" means UTG's old bank credit agreement that was
terminated as part of the Reorganization.
"O&Os" means the 13 full-power and eight low-power television stations owned
and operated by the Company.
"Offering" means the sale of 18,791,000 shares of Class A Common Stock by
the Company in its initial public offering consummated on October 2, 1996.
"PCI" means Perenchio Communications, Inc. which changed its name to
Univision Communications Inc. in June 1996.
"Perenchio" means A. Jerrold Perenchio and his affiliates.
"Principal Stockholders" means Perenchio, Televisa and Venevision.
"Program License Agreements" means the amended and restated program license
agreements between the Company and Televisa and the Company and Venevision
(which became effective as part of the Reorganization).
"PTIH" means PTI Holdings, Inc., a subsidiary of the Company.
"Reorganization" means the reorganization of the Company immediately prior
to the closing of the Offering.
"Sponsor Loans" means the loans made to the Company by Televisa and
Venevision each quarter from the Acquisition through the Reorganization.
"Televisa" means Grupo Televisa, S.A. de C.V. and its affiliates.
"Univision" or the "Company" means Univision Communications Inc. ("UCI") and
its wholly-owned subsidiaries, after giving effect to the Reorganization.
"Univision Affiliates" means the Broadcast Affiliates and the Cable
Affiliates.
"UTG" means Univision Television Group, Inc., the Company's subsidiary that
owns and operates the O&Os.
"UNHP" means The Univision Network Holding Limited Partnership, the entity
that owned substantially all of the partnership interests in the Network prior
to the Reorganization and that was liquidated as part of the Reorganization.
"Venevision" means Corporacion Venezolana de Television, C.A. and its
affiliates.
3
PART I
ITEM 1. BUSINESS
Univision is the leading Spanish-language television broadcaster in the
U.S., reaching more than 92% of all Hispanic Households and having an
approximate 83% share of the U.S. Spanish-language network television audience
in 1997. The Company's Network, which is the most watched television network
(English-or Spanish-language) among Hispanic Households, provides the Univision
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,
Univision owned and operated 13 full-power (12 of which are affiliated with the
Univision Network) and eight low-power UHF stations as of December 31, 1997
representing approximately 80% of its Network broadcast distribution. These
full-power O&Os are located in 12 of the top 15 DMAs in terms of numbers of
Hispanic Households-Los Angeles, New York, Miami, San Francisco, Chicago,
Houston, San Antonio, Dallas, Fresno, Phoenix, Sacramento and Albuquerque. As of
December 31, 1997, the Company had Affiliation Agreements with an additional 10
full-power and 17 low-power Affiliated Stations and approximately 835 Cable
Affiliates. Each of the Company's full-power O&Os and Affiliated Stations ranks
first in Spanish-language television viewership in its DMA. The Company also
owns Galavision, a Spanish-language cable network that had approximately 2.5
million Hispanic subscribers, representing approximately 57% of all Hispanic
Households that subscribed to cable television in 1997.
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
Televisa. Televisa-produced NOVELAS are popular throughout the world and are
among the Company's highest rated programs. Univision also produces a variety of
programs specifically tailored to meet the tastes, preferences and information
needs of the Hispanic audience, including national and local news and the highly
successful programs SABADO GIGANTE, CRISTINA AND PRIMER IMPACTO. The Company's
newest program, a three-hour morning show, DESPIERTA AMERICA--"Wake Up
America"--broadcasts news, talk and current events nationally, Monday through
Friday from 7:00 to 10:00 a.m. The Company has also televised World Cup Soccer
since 1978, including the widely watched 1994 World Cup, and in 1996 began
televising the Sunday "Game of the Week" for Major League Soccer. In early 1997,
the Company reached an agreement to broadcast all 64 games of the next World
Cup, to be played in France in the summer of 1998. On October 31, 1997, the
Company entered into a non-binding letter of intent with Home Shopping Network,
Inc. to form a joint venture to create and operate a live Spanish-language
television shopping business intended for distribution in the United States,
Latin America, Portugal and Spain. The terms of a definitive agreement are being
negotiated, and the United States business is expected to begin operations in
the first half of 1998.
In 1992, Perenchio, Televisa and Venevision formed the Company and UNHP,
which acquired UTG and the Network, respectively, in the Acquisition. Mr.
Perenchio has over 25 years of experience in the U.S. media and communications
industry and has been the chief executive officer or owner of a number of
successful entities, including Chartwell Artists, Tandem Productions, Inc.,
Embassy Communications and Loews Theaters. Mr. Perenchio also owned and operated
Spanish-language television stations in Los Angeles and New York from 1975 to
1986. 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. Venevision is
Venezuela's leading television network with an approximate 57% share of its
viewing audience.
4
Since the Acquisition, the Company's operating performance has improved
significantly with net revenues and EBITDA increasing to $459.7 million and
$163.1 million, respectively, for the year ended December 31, 1997, representing
compound annual growth rates of 17% and 30%, respectively, from the 1992
operating results of the Company and its predecessor. In addition, from November
1992 to November 1997 the Company increased its audience share of
Spanish-language network television viewing from 57% to 83% and increased its
share of the 20 most widely watched programs among Hispanic Households from 30%
to 100%.
Univision attributes its success to several factors, including emphasis on
popular, high quality programming produced by Televisa and Univision,
contracting with Nielsen to develop more accurate, credible rating systems to
measure Hispanic audience viewership, increasing acceptance by advertisers of
Spanish-language television, continued growth of the Hispanic audience and the
strengthening of its management team with executives and sales managers with
extensive English-language television and advertising experience.
The Company acquired full-power stations in two important markets, Chicago
and Houston, in 1994 and one important market in 1997, Sacramento, and has used
its management expertise, programming and brand identity to substantially
improve the Company's performance in Chicago and Houston. The Company has also
purchased a station in Bakersfield, California but does not intend to convert it
to a Univision Affiliate in the near term. In addition, the Company has
purchased a $10.0 million convertible promissory note from Entravision that is
convertible into an approximate 25% equity interest in Entravision. Entravision
owns 10 of the Affiliated Stations, and has an agreement to acquire another. The
11 stations would represent approximately 14% of the Network's broadcast
distribution. To complement and capitalize on the Company's existing business
and management strengths, the Company expects to explore both Spanish-language
television and other media acquisition opportunities.
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.
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 1998 Hispanic population is estimated to be
30.5 million (11.3% of the total U.S. population), an increase of 28.7% from
23.7 million (9.5% of the total U.S. population) in 1990. 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 32.3 million and 42.4 million (11.7%
and 14.1% of the total U.S. population) in 2000 and 2010, respectively.
Approximately 50% of all Hispanics are located in the seven U.S. cities with the
largest Hispanic populations, and Univision 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 22.1
million in 2000 and 27.8 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.
5
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
POPULATION SPEAK SPANISH AT HOME
1980 15.6 10.6
1985 19.3 13.2
1990 23.7 16.2
1995 27.4 18.6
2000 32.4 22.1
2005 37.2 24.9
2010 42.4 27.8
GREATER HISPANIC BUYING POWER. The Hispanic population represents estimated
total consumer expenditures of $380 billion in 1998 (6.6% of the total U.S.
consumer expenditures), an increase of 76.4% since 1990. Hispanics are expected
to account for $443 billion (7.0% of the U.S. total consumer expenditures) by
2000, and $940 billion (8.9% 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 3.6 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 28.0% more per year on food at home, 100.2% more on
children's clothing, 35.1% more on footwear, 11.4% more on phone services, and
23.1% 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 published sources,
$1.4 billion of total advertising expenditures were directed towards
Spanish-language media in 1997, representing an annual compound growth rate of
18% since 1993. Of these amounts, approximately 55% of the $1.4 billion in
advertising expenditures in 1997 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."
HISPANIC AUDIENCE RESEARCH
Univision, like all television stations and networks, derives its revenues
primarily from selling advertising time. See "--Advertising." The relative
advertising rates charged by competing stations within a DMA depend primarily on
four factors: (i) the station's ratings (households and/or people viewing its
programs as a percentage of total television households and/or people in the
viewing area); (ii) audience share (households and/or people viewing its
programs as a percentage of households and/or people actually watching
television at a specific time); (iii) the time of day the advertising will run;
and (iv) the demographic qualities of a program's viewers (primarily age and
gender).
Prior to November 1992, there were no Hispanic audience television rating
services comparable to those measuring television viewership in the general U.S.
population. Beginning in 1992, Nielsen, pursuant to a contract with the Company,
began delivering Nielsen ratings measuring Hispanic viewership both at the
Network and local DMA levels. Because these Nielsen ratings provide advertisers
with a more accurate and reliable measure of Hispanic audience television
viewership, they have been important in allowing the
6
Company to demonstrate to advertisers its ability to reach the Hispanic
audience. The Company believes that continued use of accurate, reliable ratings
will allow it to further increase its advertising rates and narrow the gap which
has historically existed between its audience share and its share of advertising
revenues. In addition, the Company has made significant investments in
experienced sales managers and account executives and has provided its sales
professionals with state-of-the-art research tools to continue to attract major
advertisers.
The various rating services purchased from Nielsen are described below:
NIELSEN HISPANIC TELEVISION INDEX (NHTI). The NHTI service, which began in
November 1992, measures national network viewing in Hispanic Households. NHTI is
the Network's primary sales tool since it demonstrates Univision's significant
success in attracting Hispanic viewership against both English-and
Spanish-language competition. NHTI is stratified by language usage so that
Spanish-dominant, bilingual, and English-dominant Hispanic Households are
represented in the sample in the same proportion that exists among Hispanic
Households generally.
NIELSEN HISPANIC STATION INDEX (NHSI). The NHSI service is similar to the
NHTI, except that NHSI measures Hispanic Household viewing at the local market
level. Like NHTI, each NHSI sample also reflects the varying levels of language
usage by Hispanics in each DMA in order to more accurately reflect the Hispanic
Household population in the relevant DMA. The NHSI service was implemented
beginning with Los Angeles in November 1992 and was phased in at the Company's
other full-power O&Os by November 1994.
NHSI and NHTI only measure the audience viewing of Hispanic Households, that
is, households where the head of the household is of Hispanic descent or origin.
Although the NHSI and NHTI reflect improvements over previous measurement
indices, the Company believes they still under-report the number of viewers
watching Univision programs because the Company has viewers who do not live in
Hispanic Households.
NIELSEN STATION INDEX (NSI). The NSI service measures local station viewing
of all households in a specific DMA. The Company buys NSI in all of the DMAs in
which its full-power O&Os are located in order to effectively position its
viewing against both English- and Spanish-language competitors. While Hispanic
Households are present in proportion to their percentage of total households
within a DMA in NSI, this rating service is not language stratified and
generally under-represents Spanish-speaking households. As a result, the Company
believes that NSI typically under-reports viewing of Spanish-language
television. Despite this limitation, NSI demonstrates that many full-power
Broadcast Affiliates achieve total market ratings that are fully comparable with
their English-language counterparts, with two of the full-power O&Os ranking as
the top station in their respective DMAs. See "--The O&Os."
RATINGS
Since the beginning of the NHTI service in November 1992, Univision has
consistently ranked first in prime time among all Hispanic adults. In addition,
Univision has successfully increased its audience ratings compared to both
Telemundo 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 Univision prime time audience ratings, Sunday through Saturday,
among
7
Hispanic adults aged 18 to 49, the age segment most targeted by advertisers,
have increased compared to the other networks:
NHTI PRIME TIME RATINGS AMONG HISPANIC ADULTS AGED 18 TO 49
NETWORK 1993 1994 1995 1996 1997
- ------------------------------------------- --------- --------- --------- --------- ---------
Univision.................................. 6.6 8.6 9.6 9.0 10.1
ABC........................................ 3.8 3.3 3.1 2.7 2.3
CBS........................................ 2.9 2.2 1.8 1.7 1.5
FOX........................................ 4.0 3.6 3.4 3.2 2.9
NBC........................................ 3.3 2.7 2.9 3.2 2.5
Telemundo.................................. 4.1 3.1 2.6 2.1 1.6
Univision share............................ 26.7% 36.6% 41.0% 41.1% 48.3%
A further indication of Univision's growing strength against Telemundo and
its English-language competitors is its improved performance among bilingual
Hispanics. As the table below indicates, since 1993 the Network advanced from
fifth place to first place in prime time audience ratings, Sunday through
Saturday, among bilingual Hispanic adults aged 18 to 49:
NHTI PRIME TIME RATINGS AMONG BILINGUAL HISPANIC ADULTS AGED 18 TO 49
NETWORK 1993 1994 1995 1996 1997
- ------------------------------------------- --------- --------- --------- --------- ---------
Univision.................................. 3.7 6.4 7.5 6.7 6.7
ABC........................................ 5.0 4.6 3.7 3.1 2.4
CBS........................................ 4.0 2.9 2.1 1.9 1.6
FOX........................................ 5.0 4.4 3.8 3.7 3.5
NBC........................................ 4.9 3.6 3.2 4.0 2.7
Telemundo.................................. 2.6 1.9 1.3 1.1 1.0
Univision share............................ 14.7% 26.9% 34.7% 32.7% 37.4%
8
In addition, as shown in the following table, the Company has increased its
share of the 20 most widely watched programs among all Hispanic Households from
30% in November 1992 to 100% in November 1997:
THE 20 MOST WIDELY WATCHED PROGRAMS
AMONG HISPANIC HOUSEHOLDS BY NETWORK
PROGRAM NOVEMBER NOVEMBER NOVEMBER NOVEMBER NOVEMBER NOVEMBER
RANK 1992 1993 1994 1995 1996 1997
- --------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1 ABC FOX UVN(a) UVN UVN UVN
2 UVN UVN UVN UVN UVN UVN
3 FOX FOX UVN UVN UVN UVN
4 UVN UVN UVN UVN UVN UVN
5 FOX FOX UVN UVN UVN UVN
6 FOX UVN UVN UVN UVN UVN
7 FOX UVN UVN UVN UVN UVN
8 ABC FOX UVN UVN UVN UVN
9 FOX FOX UVN UVN UVN UVN
10 UVN FOX UVN UVN UVN UVN
11 ABC FOX FOX UVN UVN UVN
12 FOX UVN FOX UVN UVN UVN
13 UVN NBC UVN UVN UVN UVN
14 UVN FOX UVN UVN UVN UVN
15 UVN NBC UVN NBC UVN UVN
16 NBC FOX UVN UVN UVN UVN
17 FOX FOX UVN UVN UVN UVN
18 ABC ABC FOX UVN ABC UVN
19 TEL(b) FOX FOX UVN UVN UVN
20 FOX FOX FOX FOX FOX UVN
------------ ------------ ------------ ------------ ------------ ------------
Univision share 30% 25% 75% 90% 90% 100%
- ------------------------
Source: NHTI
(a) Univision
(b) Telemundo
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 Univision
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 extensive production facilities for the Network's news and
entertainment programming.
The Network produces and acquires programs, makes those programs available
to the Univision Affiliates, sells network advertising and represents the
Broadcast Affiliates in the sale of national spot advertising. Each Broadcast
Affiliate has a right of first refusal in its DMA to use the Network's
programming. The full-power Broadcast Affiliates together reach approximately
5.7 million, or approximately 74%, of Hispanic Households. The low-power
Broadcast Affiliates (including translators) together reach approximately
586,000, or approximately 8%, of Hispanic Households. The Cable Affiliates reach
approximately 870,000, or approximately 11%, of Hispanic Households. Through the
Company's ownership of the O&Os, it controls approximately 80% of the Network's
broadcast distribution.
9
AFFILIATION AGREEMENTS. Each Univision Affiliate 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 a Univision Affiliate
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 Univision
Affiliate.
Each Affiliation Agreement grants the Univision 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
Univision 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 acts as
the representative of the Univision 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 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 which 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."
UNIVISION AFFILIATE COVERAGE AND RANK. The table below sets forth certain
information with respect to the Univision Affiliates' coverage and rank.
10
UNIVISION AFFILIATES' COVERAGE AND RANK AMONG HISPANIC HOUSEHOLDS
HISPANIC HOUSEHOLDS NATIONWIDE
COVERED(B) HISPANIC HOUSEHOLDS SPANISH-LANGUAGE
DMA(A) STATION (IN THOUSANDS) COVERED(B) TELEVISION RANK(C)
- ---------------------------------------- ---------- --------------------- ------------------- -----------------------
FULL-POWER O&OS
Los Angeles (1)....................... KMEX 1,351 17.5% 1
New York (2).......................... WXTV 1,023 13.2 1
Miami (3)............................. WLTV 451 5.8 1
San Francisco (4)..................... KDTV 301 3.9 1
Chicago (5)........................... WGBO 293 3.8 1
San Antonio (6)....................... KWEX 283 3.7 1
Houston (7)........................... KXLN 278 3.4 1
Dallas/Ft. Worth (9).................. KUVN 188 2.4 1
Albuquerque (10)...................... KLUZ 181 2.3 1
Phoenix (11).......................... KTVW 169 2.2 1
Fresno (14)........................... KFTV 160 2.1 1
Sacramento (15)....................... KUVS 154 2.0 1
----- ------
Total full-power O&Os............... 4,832 62.3
FULL-POWER AFFILIATED STATIONS
McAllen/Brownsville (8)(e)............ KNVO 190 2.5 1
El Paso (13)(e)....................... KINT 162 2.1 1
Denver (16)(e)........................ KCEC 122 1.6 1
Corpus Christi (19)(d)................ KORO 93 1.2 1
Boston (20)........................... WUNI 89 1.2 1
Salinas/Monterey (25)(e).............. KSMS 51 0.7 1
Las Vegas (27)(e)..................... KINC 49 0.6 1
Laredo (29)(e)........................ KLDO 45 0.6 1
Sta Barbara-Sta Maria-San Luis Obispo
(32)(f)............................. KTAS 17 0.2 1
Yuma/El Centro (33)(e)................ KVYE 39 0.5 1
----- ------
Total full-power Affiliated
Stations.......................... 857 11.2
CABLE AFFILIATES (g).................... 870 11.2
LOW-POWER BROADCAST AFFILIATES(h)....... 586 7.6
----- ------
TOTAL UNIVISION AFFILIATES.............. 7,145 92.3%
----- ------
----- ------
- ------------------------
(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 1998.
(c) Rank within the DMA by number of viewing Hispanic Households. Sources: NHSI
and NSI, November 1997.
(d) Entravision has an agreement to acquire.
(e) Owned by Entravision.
(f) Source: Company estimate of Hispanic Households covered by Univision
Affiliate in Santa Barbara DMA based on Nielsen Cable On-Line Data Exchange
estimates for network satellite direct coverage households in the market.
This market has approximately 40,000 Hispanic Households, but the Univision
signal does not reach all of them due to geographic barriers.
(g) Source: Company estimate derived from Nielsen Cable On-Line Data Exchange,
January 1998.
(h) Source: Company estimate derived from Nielsen Media Research, Black and
Hispanic DMA Market and Demographic Rank, January 1998.
11
GALAVISION NETWORK
Galavision is the leading U.S. Spanish-language general entertainment basic
cable television network, reaching approximately 8.6 million subscribers, of
whom 2.5 million are Hispanic. According to Nielsen, Galavision reaches over 57%
of all Hispanic Households that subscribe to cable. The Company programs
Galavision so that Galavision and the Network generally do not run the same type
of show simultaneously. For example, while the Network is running a NOVELA,
Galavision may run sports or news. As a result of this counter-programming, many
Spanish-language television viewers have a choice of two Univision networks at
any one time. Additionally, Univision cross-promotes the Galavision service five
times daily.
Galavision is the only Spanish-language cable service subscribing to
Nielsen. Nielsen uses a subset of the NHTI sample to produce the Nielsen
Hispanic Home Video Index, which reports viewing of Galavision in Hispanic
Households with cable. The Company believes that its use of Nielsen to measure
Galavision's ratings assists the Company in obtaining advertisers for the cable
network and in selecting programs that meet its audience's taste. Twenty-four of
the top 25 Univision advertisers advertise on Galavision.
PROGRAMMING
The Company directs its programming 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, Univision 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. Overnight
programming consists primarily of repeats of programming aired earlier in the
day.
Approximately eight hours of programming per weekday, including a
substantial portion of weekday prime time, are currently programmed with novelas
supplied primarily by Televisa. 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. Univision's
programming has changed dramatically over the past five years in order to
attract and retain this audience. The Company's success in attracting a young
audience is demonstrated by a 23% increase in NHTI audience among Hispanic
adults aged 18 to 34, Sunday through Saturday 9 a.m. to midnight, from December
1992 through December 1997.
In 1995, Univision began to air the Spanish-language version of Sesame
Street, coproduced by Televisa in cooperation with Children's Television
Workshop. Plaza Sesamo now airs two hours per week. The Company's broadcasting
of educational children's programming, including Plaza Sesamo, meets the FCC
requirement of airing three hours of weekly educational programming.
In 1997, the Company derived approximately 39% and 7.2% of its gross
advertising sales from programs produced by Televisa and Venevision,
respectively, under 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 92%
of the Network's non-repeat broadcast hours. The remainder primarily consists of
movies acquired from independent third-party suppliers. Three of the Company's
own productions, Sabado Gigante, a variety show hosted by Mario Kreutzberger,
Primer Impacto, a news magazine program, and Cristina, a talk show hosted by
Cristina
12
Saralegui, are among its most successful programs in terms of advertising
revenues generated. Approximately 37.6% and 40.5% of the Company's gross
advertising sales in 1996 and 1997, respectively, were generated by programs it
produced.
Univision 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. A national public affairs program, Temas y Debates, is also produced
weekly by the Network in Washington, D.C.
The Company produces a Sunday afternoon sports anthology show and a Sunday
night sports wrap-up show. Live sports programming primarily consists of boxing
and soccer. The 1994 World Cup soccer coverage broadcast by Univision garnered
the Company's highest sports ratings. In 1996 the Company began televising the
Sunday "Game of the Week" for Major League Soccer. In early 1997 the Company
reached an agreement to broadcast all 64 games of the next World Cup to be
played in France in the summer of 1998.
The Company and Televisa are continuing to explore the cooperative
production of NON-NOVELA programming, including but not limited to levels of
production and financial commitments of each party.
PROGRAM LICENSE AGREEMENTS
Through the Program License Agreements, Univision 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). 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 43.0% and 13.0%, respectively, of the Network's
non-repeat broadcast hours in 1997. In 1997, the Company derived approximately
39% and 7.2% of its gross advertising sales from programs produced by Televisa
and Venevision, respectively, under the Program License Agreements.
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 have permitted the
Company to adjust programming to best meet the tastes of its viewers.
Under the Program License Agreements, Univision 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 Univision and (iii)
any programs purchased by Univision 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, Univision also has a right of first refusal to
acquire any program for which Univision did not exercise its option before
Televisa or Venevision can license such program to any third party. Any program
for which Univision 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 Univision 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.
13
Televisa and Venevision programs available to Univision 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 Univision to permit Univision 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 Combined
Net Time Sales. The royalties (net of certain cost sharing reimbursements which
ceased upon completion of the Reorganization) were 13.4%, 9.9% and 9.4% of
combined net revenues for the years ended December 31, 1997, 1996 and 1995,
respectively. Aggregate royalties to Televisa and Venevision were 13.5% of
Combined Net Time Sales in 1997, and have increased to 15.0% of Combined Net
Time Sales for 1998 and all years thereafter. The program royalty percentage
based on net revenues and Combined Net Time Sales differ because net revenue
includes certain revenues that are not subject to the Program License
Agreements. 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.
The Company believes that the Venevision affiliate has not been fulfilling
its programming obligations, and that Venevision has not used commercially
reasonable efforts to enable the affiliate to do so. The full amount of
aggregate royalties have been paid. Venevision continues to believe that
Venevision and its affiliate have complied with their obligations to the
Company.
The Company has attempted to resolve this dispute through negotiations with
Venevision but they have not been successful. Thus, the Company has notified
Venevision of its intention to enforce its rights under the agreements by all
appropriate means including, if necessary, legal action, if Venevision continues
to fail to cause its affiliate to make available the programming the Company
believes the affiliate is obligated to provide. There can be no assurance, if
the Company were to commence such legal action or pursue other legal remedies,
that it would prevail.
In addition, Televisa has agreed with several partners, each of whom has
substantial assets, to develop and operate a direct broadcast satellite ("DBS")
venture, which will have a variety of program services, including program
services supplied by Televisa. 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 Univision's financial condition and results of operations,
even if Univision decides to acquire this 50% economic interest.
Televisa asserts that the terms and conditions of its Program License
Agreement with Univision allow it, under certain circumstances, to provide any
DBS venture uplinking in Mexico for distribution in the
14
United States with Televisa program services which contain programs to which
Univision believes it has an exclusive first option in the United States.
Univision 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 Univision would prevail in court.
THE O&OS
The Company owned and operated 13 full-power O&Os as of December 31, 1997,
12 of which broadcast Network programming, produce local news and other
programming of local importance, cover special events and may acquire programs
from other suppliers. The Company's Bakersfield full-power station is a UPN
affiliate. The Company acquired its Sacramento Affiliated Station in March 1997.
Each of the full-power Network-affiliated O&Os is the leading Spanish-language
television station in its DMA.
A full-power O&O's ability to compete in terms of NSI ratings with the
English-language stations in a particular market is a function of the level of
Spanish-language use in the DMA which is affected in part by Hispanic Household
density. In DMAs where households that speak Spanish at least 50% of the time
exceed 15% of all households in the DMA, the full-power O&Os, in general, have
audience delivery comparable with the leading English-language network
affiliated stations in that DMA. In a DMA where the households that speak
Spanish at least 50% of the time is between 10% and 15% of all households in
that DMA, the full-power O&Os, in general, have audience delivery comparable
with the leading independent stations in the DMA. In a DMA where households that
speak Spanish at least 50% of the time is between 5% and 10% of all households
in that DMA, the full-power O&Os, in general, have audience delivery comparable
with the lower rated independent stations in the DMA. As shown on the following
table, two of the full-power O&Os owned by the Company as of November 30, 1997
rank as the top station in their respective DMAs.
FULL-POWER O&OS' COVERAGE AND RANK AMONG HISPANICS
UNIVISION SHARE
1998 HISPANIC 1998 HISPANIC HISPANIC SPANISH- OF SPANISH-
DMA RANK (BY NUMBER POPULATION (IN HOUSEHOLDS (IN HOUSEHOLD LANGUAGE LANGUAGE
DMA OF HISPANICS)(A)(B) THOUSANDS)(B) THOUSANDS)(B) DENSITY(C) USE(D) VIEWING(E)
- -------------------------- --------------------- --------------- --------------- ----------- ----------- ---------------
Los Angeles............... 1 5,465 1,351 27.0% 20.0% 68%(g)
New York.................. 2 3,190 1,023 15.1 11.7 79
Miami..................... 3 1,295 451 32.5 28.6 81
San Francisco............. 4 1,072 301 13.1 7.5 73
Chicago................... 5 1,069 293 9.3 7.4 80
Houston................... 6 977 278 17.1 11.5 86
San Antonio............... 7 928 283 43.7 23.5 84
Dallas/Ft. Worth.......... 9 669 188 9.9 6.6 88
Fresno.................... 11 609 160 32.3 22.5 84
Phoenix................... 12 586 169 13.1 8.0 94
Sacramento................ 14 541 154 13.7 7.8 100
Albuquerque............... 15 540 181 32.3 15.6 100
ADULTS 18 TO 49
TOTAL AUDIENCE
DMA MARKET RANK(F)
- -------------------------- -----------------
Los Angeles............... 4
New York.................. 7
Miami..................... 1
San Francisco............. 6
Chicago................... 7
Houston................... 7
San Antonio............... 5
Dallas/Ft. Worth.......... 7
Fresno.................... 1
Phoenix................... 6
Sacramento................ 7
Albuquerque............... 6
- --------------------------
(a) The other DMAs ranked among the top fifteen by number of Hispanic persons
are McAllen/Brownsville (8th), San Diego (10th) and El Paso (13th).
(b) Source: Nielsen Media Research, Black & Hispanic DMA Market and Demographic
Rank, January 1998 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
1998.
15
(d) Represents the percentage of all households in a DMA where the Spanish
language is spoken at least 50% of the time by adults. Source: Nielsen
Enumeration Study 1996, which sets forth demographic attributes of Hispanic
population.
(e) Source: NHSI, adults 18 to 49, November 1997, Sunday to Saturday, 9 a.m. to
12 midnight.
(f) Source: NSI, adults 18 to 49, November 1997, Sunday to Saturday, 9 a.m. to
12 midnight.
(g) The Los Angeles market has three full-power Spanish-language television
stations.
The following table shows the total audience share and the percentage of
total market revenues garnered by each of the O&Os owned by the Company as of
December 31, 1997. As reflected in the table, none of the O&Os currently
receives its proportionate share of advertising revenues commensurate with its
audience share. The Company believes that the continued utilization of reliable
rating services and the addition of salespeople with English-language television
and advertising expertise will further enable the Company to demonstrate to
advertisers its ability to reach the Hispanic audience, thereby allowing the
Company to narrow the gap between its share of advertising revenues and its
audience share.
O&OS' SHARE OF TOTAL MARKET REVENUES AND AUDIENCE
O&O SHARE OF
TOTAL TELEVISION SUN-SAT/7 A.M.-
MARKET REVENUE(A) O&O SHARE OF TOTAL 1 A.M. TOTAL
DMA (IN THOUSANDS) MARKET REVENUE AUDIENCE(B)
- ----------------------------------------- ----------------- ------------------- -------------------
Los Angeles.............................. $ 1,469,800 7% 12%
New York................................. 1,412,700 2 6
Chicago.................................. 883,800 2 6
San Francisco............................ 612,600 2 6
Dallas................................... 496,300 2 7
Miami.................................... 429,300 12 17
Houston.................................. 428,100 5 11
Phoenix.................................. 306,400 3 9
Sacramento............................... 205,300 2 6
San Antonio.............................. 144,300 7 10
Albuquerque.............................. 89,500 3 5
Fresno................................... 70,600 8 26
- ------------------------
(a) BIA's Investing in Television in 1997.
(b) Source: NSI, adults 18 to 49, February, May, November 1997 average in market
share of commercial broadcast 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 5.5 million people as of the beginning of 1998,
and is the second largest U.S. television market overall. Between 1980 and 1990,
the Hispanic population of Los Angeles grew approximately seven times faster
than its non-Hispanic population. According to the U.S. Census Bureau, 78% of
Hispanics in Los Angeles are of Mexican origin. The Hispanic population in Los
Angeles represents 37% of that DMA's total population and 21% of the total U.S.
Hispanic population.
The Los Angeles DMA has three Spanish-language, full-power UHF television
stations. In November 1997, the Company's Los Angeles O&O, Univision-KMEX,
posted a 68% share of the viewers tuned to Spanish-language television from 9
a.m. to midnight Sunday through Saturday, while Telemundo-- KVEA posted a 19%
share and KWHY (which only broadcasts in Spanish from 3 p.m. to 11 p.m. and is
provided certain programming from Televisa) posted a 13% share. Compared to all
general market television stations in the November 1997 NSI Report, KMEX was
second in adults aged 18 to 34 ratings,
16
ranked fourth in adults aged 18 to 49 ratings and was seventh in households in
the Los Angeles DMA Sunday through Saturday 9 a.m. to midnight. A total 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 3.2 million people at the beginning of
1998, and is the largest U.S. television market overall. The New York Hispanic
community tends to be more fragmented into groups from many different Latin
American countries, including Puerto Rico, Cuba, the Dominican Republic and
Mexico, who have settled in different neighborhoods in the DMA. This
fragmentation distinguishes the New York market from Los Angeles and Miami where
the Hispanic population is predominantly Mexican and Cuban, respectively. The
Hispanic population in New York represents 18% of that DMA's total population
and 12% of the total U.S Hispanic population.
In November 1997, Univision-WXTV was the leading Spanish-language station
with a 79% share of the audience watching Spanish-language television (9 a.m. to
midnight, Sunday through Saturday). While Univision--WXTV broadcasts full time
in Spanish, Telemundo--WNJU broadcasts only 15 hours per day in Spanish Monday
through Friday, and less on the weekend. The remainder of time on Telemundo--
WNJU is used for paid programming and programs in a variety of other languages.
Compared to general market television stations in the November 1997 NSI Report,
WXTV ranked seventh in the New York market in adults aged 18 to 49, Sunday
through Saturday, 9 a.m. to midnight.
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 58%.
MIAMI. The Miami DMA has the third largest Hispanic population in the U.S.,
estimated by Nielsen to be 1.3 million people as of the beginning of 1998, and
is the sixteenth largest U.S. television market overall. According to the Census
Bureau, 56% of Hispanics in Miami are of Cuban origin. The Hispanic population
in Miami represents 37% of that DMA's total population and 5% of the total U.S.
Hispanic population.
In November 1997, the Company's Miami O&O, Univision--WLTV, had an 81% share
of the audience watching Spanish-language television from 9 a.m. to midnight,
Sunday through Saturday. Compared to all general market television stations in
the November 1997 NSI Report, WLTV was in first place in adults aged 18 to 49
and adults aged 18 to 34 ratings, while placing second in households in the
Miami market Sunday through Saturday, 9 a.m. to midnight. 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 Univision-- WLTV and Telemundo--WSCV, three other television
stations show some Spanish-language programming. According to Nielsen, cable
penetration among Hispanic Households in Miami is approximately 64%.
SAN FRANCISCO. The San Francisco DMA has the fourth largest Hispanic
population in the U.S. estimated by Nielsen to be 1.1 million people as of the
beginning of 1998; and is the fifth largest television market overall. According
to the U.S. Census Bureau, 68% of the Hispanics in San Francisco are of Mexican
origin. The Hispanic population of San Francisco represents 18% of the DMA's
total population and 4% of the total U.S. Hispanic population.
In November 1997 the Company's San Francisco O&O, Univision-KDTV, had a 73%
share of the audience watching Spanish-language television from 9 a.m. to
midnight Sunday through Saturday. KDTV has one Spanish-language competitor,
Telemundo--KSTS. Compared to all general market television stations in the San
Francisco DMA in the November 1997 NSI report KDTV ranked 5th among adults
17
aged 18-34 and 6th 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 65%.
CHICAGO. The Chicago DMA has the fifth largest Hispanic population in the
U.S., estimated by Nielsen to be 1.1 million people at the beginning of 1998,
and is the third largest U.S. television market overall. The Hispanic population
in Chicago represents 13% of that DMA's population and 4% of the total U.S.
Hispanic population.
In 1994, the Company acquired an English-language independent television
station, WGBO, which it converted to a Spanish-language format on January 1,
1995. In November 1997, Univision-WGBO posted a 80% share of the audience
watching Spanish-language television 9 a.m. to midnight, Sunday through
Saturday. WGBO has one Spanish-language competitor, Telemundo-WSNS. Compared to
all general market television stations in the Chicago DMA in the November 1997
NSI report, WGBO ranked seventh. 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 47%.
HOUSTON. Houston has the sixth largest Hispanic population in the U.S.,
estimated by Nielsen to be 1.0 million people, and is the eleventh largest U.S.
television market overall. The Hispanic population in Houston represents 22% of
that DMA's total population and 4% of the total U.S. Hispanic population.
In 1994, the Company acquired its Affiliated Station, KXLN, in Houston. In
November 1997, Univision-KXLN posted an 86% share of the audience watching
Spanish-language television 9 a.m. to midnight, Sunday through Saturday. KXLN
has one Spanish-language competitor, the Telemundo affiliate KTMD. In November
1997, KXLN was ranked fifth in the delivery of adults aged 18 to 34 and seventh
in adults aged 18 to 49, Sunday through Saturday, 9 a.m. to midnight.
A total of 14 commercial television stations service the Houston DMA.
According to Nielsen, cable penetration among Hispanic Households in Houston is
approximately 39%.
The Company exercises its "must carry" rights in each DMA in which it
operates a full-power O&O.
Univision's eight low-power O&Os are located in Philadelphia, Hartford,
Austin, Bakersfield, Tucson, Santa Rosa, Albuquerque and Fort Worth. A low-power
station is a low-power broadcast facility that may originate programming and
commercial matter but that often transmits programming received from elsewhere
(including via satellite). The low-power O&Os, in the aggregate, accounted for
approximately 1% of the Company's net revenues in 1997 and approximately 3.0% of
the Network broadcast distribution.
ADVERTISING
ADVERTISING. The Company's top 10 advertisers for 1997 were Procter &
Gamble, MCI Communications, McDonald's, AT&T, Sears, Ford, Anheuser Busch,
Colgate-Palmolive, Miller Brewing Co., and Burger King, most of which have
substantially increased advertising commitments to the Company since the
Acquisition. Since 1994, no single advertiser has accounted for more than 10% of
the Company's gross advertising revenues. Approximately 98.5% of Univision's
gross revenues for 1997 and 1996 consisted of Network, national spot and local
advertising revenues.
NETWORK ADVERTISING. Network advertising revenues represented 49.2% and
50.6% of the Company's gross revenues in 1997 and 1996, 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.
18
SPOT ADVERTISING. National spot advertising represents time sold to
national and regional advertisers based outside a station's DMA. National spot
advertising revenues represented 18.3% and 15.6% of the Company's gross revenues
for 1997 and 1996, 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 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 31.0% and 32.3% of the Company's gross revenues for 1997 and 1996,
respectively.
MARKETING
The Company increased by 70% the number of its marketing professionals from
146 at December 31, 1994 to 248 at December 31, 1997, including approximately 49
employees hired in connection with the acquisition of the Chicago, Sacramento,
Houston, Bakersfield O&Os and Galavision. 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
Broadcast Affiliates for all sales placed from outside their respective 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.
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 (including two which were started
in 1996 for broadcast outside the United States and in which Televisa and
Venevision have substantial interests), newspapers, magazines, radio and other
forms of entertainment and advertising. The Univision 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
19
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 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, 1997, Telemundo
served 60 markets in the United States as well as the Puerto Rican market, and
reached approximately 85% of all Hispanic Households. In most of the Company's
DMAs, the Univision Affiliate competes directly with a station owned by or
affiliated with Telemundo. In November 1997, a venture formed by affiliates of
Apollo Management L.P., Bastion Capital Fund, and their strategic partners, the
Sony Pictures Entertainment unit of Sony Corp. and Liberty Media Group, reported
that it had entered into a definitive agreement to acquire Telemundo. The
Company cannot predict the effect of such acquisition on Telemundo's competitive
position vis-a-vis the Company.
Televisa has agreed with several partners, each of whom has substantial
assets, to develop and operate a DBS venture, which will have a variety of
program services, including program services supplied by Televisa. 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 Univision's financial condition and results of
operations, even if Univision decides to acquire this 50% economic interest.
The rules and policies of the FCC also 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, 1997, the Company employed approximately 1,500 full-time
employees. At December 31, 1997, approximately 13% of the Company's employees,
located at Chicago, Los Angeles, San Francisco and New York were represented by
unions.
The collective bargaining agreements covering the union employees expire at
the Chicago O&O in 2000 and at the Los Angeles O&O starting in 1999. The New
York O&O has two collective bargaining agreements which expire in 1999 and is
currently negotiating one new collective bargaining agreement. Negotiations for
the San Francisco O&O collective bargaining agreement have not yet been
concluded.
Management believes that its relations with its non-union and union
employees, as well as with the union representatives, are good.
20
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 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. In addition, most broadcast licensees, including the Company's
licensees, must develop and implement affirmative action programs designed to
promote equal employment opportunities and must submit reports to the FCC with
respect to these matters on an annual basis and in connection with a license
renewal application.
LICENSE RENEWAL. Under new FCC rules adopted in January 1997 to implement
the Telecom Act, television station licenses generally will be issued for an
initial period of eight years, subject to renewal upon application therefore.
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). The 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 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.
21
Set forth below are the license expiration dates of each O&O:
O&O LICENSE EXPIRATION DATES
DMA STATION LICENSE EXPIRATION DATE
- ---------------------------------------------------------------------------- ------------------- ---------------
Albuquerque--Santa Fe....................................................... KLUZ 10/01/98
Albuquerque--Santa Fe....................................................... K48AM(a) 10/01/98
Austin...................................................................... K30CE(a) 10/01/98
Bakersfield................................................................. KUVI 12/01/98
Bakersfield................................................................. KABE-LP(a) 4/01/98
Chicago..................................................................... WGBO 12/01/05
Dallas/Fort Worth........................................................... KUVN 8/01/98
Dallas/Fort Worth........................................................... KUVN-LP(a) 10/01/98
Fresno--Visalia............................................................. KFTV 12/01/98
Hartford & New Haven........................................................ W47AD(a) 6/01/98
Houston..................................................................... KXLN 8/01/98
Los Angeles................................................................. KMEX 12/01/98
Miami--Fort Lauderdale...................................................... WLTV 2/01/05
New York.................................................................... WXTV 6/01/99
Philadelphia................................................................ WXTV-LP(a) 6/01/98(b)
Phoenix..................................................................... KTVW 10/01/98
Sacramento--Stockton--Modesto............................................... KUVS 12/01/98
San Antonio................................................................. KWEX 8/01/98
San Francisco--Oakland--San Jose............................................ KDTV-LP(a) 12/01/98
San Francisco--Oakland--San Jose............................................ KDTV 12/01/98
Tucson (Nogales)............................................................ K40AC(a) 4/18/98(c)
- ------------------------
(a) Low-power O&O.
(b) The Philadelphia station (formerly W35AB) is currently operating pursuant to
a special temporary authorization.
(c) The Tucson station is currently operating pursuant to a special temporary
authorization as K52AO.
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 license renewal applications timely filed with the FCC would not be
granted.
OWNERSHIP RESTRICTIONS. The Communications Act prohibits the assignment of
a broadcast license or the transfer of control of a broadcast license without
prior FCC approval. The Communications Act also generally prohibits a licensee
from having more than 20% of its capital stock owned or voted by foreign
nationals, foreign governments, or the representatives of either (each a
"Foreign Interest"). A licensee may not be organized under the laws of a foreign
country. Absent a grant of special authority by the FCC, any company that
directly or indirectly controls a broadcast licensee may not be organized under
the laws of a foreign country, and may not have more than 25% of its capital
stock owned or voted by foreign nationals or foreign governments or by
representatives of foreign nationals or foreign governments. Under the
Communications Act, a broadcast license may not be granted to or held by a
Foreign Interest 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 Foreign Interest. The FCC has rarely made such an
affirmative finding.
22
As presently organized, the Company complies with these 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.
The FCC's "multiple ownership" rules generally provide that a license for a
television station will not be granted if the applicant (or a party with an
"attributable interest" in the applicant) owns, or has an "attributable
interest" in, another station of the same type which covers a similar service
area. As directed by the Telecom Act, the FCC is conducting various rulemaking
proceedings to determine whether to change its attribution rules and whether to
retain, modify, or eliminate its limitations on the number of television
stations that a person or entity may own, operate, or control, or have an
"attributable interest" in, within the same television market. Under its duopoly
regulations, the FCC prohibits ownership interests in television stations with
overlapping signals of specified strengths. In November 1996, the FCC proposed
to relax this prohibition to permit, under certain conditions, common ownership
of television stations with greater signal overlap. The FCC is implementing the
proposed standard on an interim, conditional basis pending the outcome of the
rulemaking proceedings. Among the options being considered are proposals to
increase the signal strength permitted before a prohibited overlap occurs, to
permit a single entity to own two UHF television stations in the same television
market, and to permit a single entity to own one UHF and one VHF television
station in the same market. Substantially all Univision Affiliates operate in
the UHF band. Whether, or when, the FCC will adopt such changes in its
regulations is unknown.
The FCC recently conformed its national television station multiple
ownership rules with the Telecom Act. Specifically, a single entity may hold
"attributable interests" in an unlimited number of U.S. television stations
provided that those stations operate in markets containing cumulatively no more
than 35% of the television homes in the U.S. For this purpose, only 50% of the
television households in a market are counted towards the 35% national
restriction if the owned station is a UHF station (as are the O&Os). An FCC
rulemaking is under way to address how to measure audience reach, but further
analysis of the "UHF discount" is being deferred until later this year as part
of the FCC's biennial review of the broadcast rules mandated by the Telecom Act.
None of the Principal Stockholders presently holds attributable interests in any
other U.S. television stations.
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 stock 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 10% of the outstanding voting stock of a broadcast
company before they will be deemed to have an "attributable interest." In March
1992, the FCC initiated a proceeding to consider, INTER ALIA proposals (i) to
increase the general "attributable interest" threshold to 10% of the outstanding
voting stock of a broadcast licensee and (ii) to increase the threshold for
certain passive institutional investors to 20%. The FCC has taken no final
action in that proceeding.
The FCC recently conformed its "dual network rule" with the Telecom Act.
Under these new rules, 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 Telecom Act also modified the general prohibitions on network-cable
cross-ownership so as to permit television networks to own cable systems.
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
23
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 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, 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 Univision Affiliate.
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 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. In April 1997, the FCC
announced that it would allocate to every existing television broadcaster 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 their present analog channels
when the transition to DTV is complete.
The FCC presently plans for the DTV transition period to end by 2006; at
that time, broadcasters will be required to return their present channels to the
FCC. 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 which are not yet final, and 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, including those rules that require broadcasters to serve the public
interest and 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 proposed that fees will be imposed upon broadcasters
if they choose to use the DTV channel to provide paid subscription services to
the public. Neither the Telecom Act nor the recent Supreme Court decision
upholding the "must carry" statute resolves the applicability of the "must
carry" rules to DTV; the FCC is expected to begin proceedings on this issue
soon.
24
Under certain circumstances, conversion to DTV operations may reduce 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.
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; how channel, tower height and power assignments will
be configured so as to allow that transition; 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; to what extent the DTV standard will be compatible with the digital
standards adopted by cable and other multi-channel video programming services;
or whether significant additional expensive equipment will be required for
television stations to provide digital service, including HDTV and supplemental
or ancillary data transmission services. Pursuant to the Telecom Act, the FCC
must 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 assurances 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 who 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. DBS systems do not, except in
certain instances, provide the signals of traditional over-the-air broadcast
stations, and thus are generally restricted 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.
RECENT DEVELOPMENTS, PROPOSED LEGISLATION AND REGULATION. 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,
potential restrictions on the advertising of certain products (hard liquor, beer
and wine, for example), and the rules and policies to be applied in enforcing
the FCC's equal employment opportunity regulations. Other matters that could
affect the Company's broadcast properties include 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 Univision's broadcast operations.
25
ITEM 2. PROPERTIES
The principal buildings owned or leased by the Company are described below:
PRINCIPAL UNIVISION PROPERTIES (1)
AGGREGATE
SIZE OF
PROPERTY IN LEASE
SQUARE FEET EXPIRATION
LOCATION (APPROXIMATE) OWNED OR LEASED DATE
- -------------------------------------------- ------------- -------------------- -----------
Miami, FL................................... 139,625 Owned/Leased(2) 12/31/00(3)
Los Angeles, CA............................. 55,604 Leased 9/30/02(3)
Teaneck, NJ................................. 47,617 Leased 7/31/12(3)
New York, NY................................ 35,814 Leased 6/30/10(3)
Secaucus, NJ................................ 29,660 Leased 6/30/09
- ------------------------
(1) For additional information see Note 6 to consolidated financial statements.
(2) Represents two separate properties, of which 112,000 square feet are owned.
(3) Option to renew available.
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 Miami 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 Univision
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 2011.
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, 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.
EXECUTIVE OFFICERS
The executive officers of the Company serve at the discretion of its Board
of Directors subject to certain employment agreements. Messrs. Cisneros, Blank
and Rodriguez have employment agreements with the Company.
26
The executive officers of the Company as of December 31, 1997 are as
follows:
NAME AGE POSITION
- ---------------------------------------------- --- ------------------------------------------------------------
A. Jerrold Perenchio.......................... 67 Chairman of the Board and Chief Executive Officer
Henry Cisneros................................ 50 President and Chief Operating Officer
George W. Blank............................... 46 Executive Vice President and Chief Financial Officer
Robert V. Cahill.............................. 66 Vice President and Secretary
Ray Rodriguez................................. 46 President and Chief Operating Officer of the Network
Mr. A. Jerrold Perenchio has been the Chairman of the Board and Chief
Executive Officer of the Company since the Acquisition in 1992. From the
consummation of the Acquisition through January 27, 1997 he was also the
Company's President. Mr. Perenchio has owned and been active in Chartwell
Partners since it was formed in 1983. Chartwell Partners is an investment firm
that is active in the media and communications industry. Mr. Perenchio has over
25 years of experience in the U.S. media and communications industry. During his
career, Mr. Perenchio has been the chief executive officer of a number of
successful entities involved in the production and syndication of television
programming and from 1975 to 1986 owned and operated Spanish-language television
stations in Los Angeles and New York. A. Jerrold Perenchio is John G.
Perenchio's father.
Mr. Henry Cisneros joined the company on January 27, 1997 and serves as the
President and Chief Operating Officer. From January 1993 through January 1997,
Mr. Cisneros was the Secretary of the U.S. Department of Housing and Urban
Development. As a member of the President's Cabinet, Secretary Cisneros was
assigned America's housing and community development portfolio. Prior to joining
the cabinet, he was Chairman of Cisneros Asset Management Company, a fixed
income money management firm operating nationally. In 1981, Mr. Cisneros became
the first Hispanic mayor of a major U.S. city when he was elected Mayor of San
Antonio, the nation's 10th largest city, where he served four terms until 1989.
Mr. Cisneros has served as President of the National League of Cities, Chairman
of the National Civic League, Deputy Chair of the Federal Reserve Bank of
Dallas, and as a board member of the Rockefeller Foundation. After an
investigation by Independent Counsel, Mr. Cisneros was accused in a federal
indictment in December 1997 of violating certain federal statutes. Mr. Cisneros
is accused of making false statements, obstructing justice, and conspiring to
mislead in connection with his appointment as Secretary of the U.S. Department
of Housing and Urban Development. Mr. Cisneros was arraigned on January 8, 1998
and pled not guilty. Mr. Cisneros has informed the Company that he will defend
himself vigorously.
Since the Acquisition in 1992, Mr. Blank has been Executive Vice President
and Chief Financial Officer of UTG and, since 1995, Chief Financial Officer of
the Network. 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
("UHI"). In addition, from May 1992 through the Acquisition, Mr. Blank held the
position of Chief Operating Officer of UTG.
Mr. Cahill has been the Secretary and a Vice President of the Company since
the Acquisition in 1992. Mr. Cahill has been Executive Vice President and
General Counsel of Chartwell Partners, an affiliate of 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 25 years.
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. In
May 1992, Mr. Rodriguez became President and Chief Executive Officer of UHI.
Prior to joining UHI, he owned and operated a management consulting and
production company that produced Spanish language television programs. From 1983
to 1989, he was Julio Iglesias' manager and Chief Executive Officer of that
performer's organization.
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 Company began trade of its Class A
Common Stock on the New York Stock Exchange on September 27, 1996.
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
-------- --------
1996
Third Quarter.............................. $17 $14 3/4
Fourth Quarter............................. $20 1/8 $16 5/16
1997
First Quarter.............................. $18 11/16 $15 7/8
Second Quarter............................. $19 13/16 $16 1/4
Third Quarter.............................. $29 1/2 $19 3/8
Fourth Quarter............................. $35 11/16 $25 3/4
(b) HOLDERS
At February 13, 1998, the approximate number of stockholders of record of
the Company's Class A Common Stock was 71.
(c) CASH DIVIDENDS
No cash Common Stock dividends were distributed during 1997 by the Company.
The Company has never declared or paid dividends on its Common Stock. The New
Bank Facility restricts the payment of cash dividends on the Common Stock. In
addition to any other approval required by law, the approval of a majority of
the Class T Directors and a majority of the Class V Directors elected by
Televisa and Venevision, the holders of Class T and Class V Common Stock,
respectively, 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 FOR SHARE AND PER-SHARE DATA)
1997 1996 1995 1994 1993
-------------- -------------- ------------ ------------ ------------
INCOME STATEMENT DATA (FOR THE YEARS
ENDED DECEMBER 31):
Net revenues.......................... $ 459,741 $ 244,858 $ 173,108 $ 139,007 $ 104,675
Direct operating expenses............. 159,619 58,443 30,774 24,201 21,545
Selling, general and administrative
expenses............................ 137,070 79,818 64,973 49,223 40,174
Depreciation and amortization......... 58,640 39,516 33,506 31,719 33,970
-------------- -------------- ------------ ------------ ------------
Operating income...................... 104,412 67,081 43,855 33,864 8,986
Interest expense...................... 40,147 41,691 40,222 37,246 36,896
Amortization of deferred financing
costs............................... 1,630 2,934 3,925 5,419 4,580
Non-recurring expense (reversal) of
acquired station.................... (1,059) -- 1,750 --
Minority interest in net (income) loss
of consolidated subsidiary.......... -- (1,851) 7,346 (1,202) (5,309)
-------------- -------------- ------------ ------------ ------------
Income (loss) before taxes and
extraordinary loss on extinguishment
of debt............................. 63,694 24,307 (9,388) (7,599) (27,181)
Provision (benefit) for income
taxes............................... (19,465) 5,714 -- 140 --
-------------- -------------- ------------ ------------ ------------
Income (loss) before extraordinary
loss on extinguishment of debt...... 83,159 18,593 (9,388) (7,739) (27,181)
Extraordinary loss on extinguishment
of debt (net of tax benefit of
$5,485 in 1996)..................... -- (8,228) (801) (4,321) --
-------------- -------------- ------------ ------------ ------------
Net income (loss)..................... 83,159 10,365 (10,189) (12,060) (27,181)
Preferred stock dividends............. (561) -- -- -- --
-------------- -------------- ------------ ------------ ------------
Net income (loss) applicable to common
stockholders........................ $ 82,598 $ 10,365 $ (10,189) $ (12,060) $ (27,181)
-------------- -------------- ------------ ------------ ------------
-------------- -------------- ------------ ------------ ------------
29
ITEM 6. SELECTED FINANCIAL DATA (CONTINUED)
FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT FOR SHARE AND PER-SHARE DATA)
1997 1996 1995 1994 1993
-------------- -------------- ------------ ------------ ------------
EARNINGS PER SHARE AVAILABLE TO COMMON
STOCKHOLDERS (a)
Basic Earnings Per Share
Income (loss) before extraordinary
loss............................ $ 0.97 $ 0.22 $ (2.06) $ (1.70) $ (5.96)
Net income (loss)................. $ 0.97 $ 0.12 $ (2.24) $ (2.65) $ (5.96)
Weighted average common shares
outstanding..................... 85,238,518 85,224,360 4,560,210 4,560,210 4,560,210
Diluted Earnings Per Share
Income (loss) before extraordinary
loss............................ $ 0.71 $ 0.16 $ (2.06) $ (1.70) $ (5.96)
Net income (loss)................. $ 0.71 $ 0.09 $ (2.24) $ (2.65) $ (5.96)
Weighted average common shares
outstanding..................... 116,345,337 115,589,660 4,560,210 4,560,210 4,560,210
OTHER DATA
Broadcast cash flow................... $ 174,278 $ 114,495 $ 83,413 $ 69,274 $ 45,604
EBITDA................................ 163,052 106,597 77,361 65,583 42,956
BALANCE SHEET DATA (at end of year)
Current assets........................ $ 138,754 $ 111,790 $ 55,023 $ 42,629 $ 30,280
Total assets.......................... 967,755 884,367 545,902 565,856 510,741
Current liabilities................... 144,029 120,350 131,264 127,550 119,446
Long-term debt........................ 460,830 498,137 249,840 316,661 304,298
Related party debt.................... -- -- 112,381 70,722 60,685
Sponsor Loans......................... -- -- 108,361 60,482 23,421
Minority interest..................... -- -- 19,059 11,713 12,915
Stockholders' equity (deficit)........ 346,229 262,207 (77,057) (29,171) (11,468)
- ------------------------
(a) All common share and per-common-share amounts have been adjusted
retroactively for a two-for-one common stock split effective January 12,
1998.
30
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 following management's discussion and analysis should be read in
conjunction with the Consolidated Financial Statements and the Notes to
Consolidated Financial Statements. In particular, Note 1 (ORGANIZATION AND
ACQUISITION) to the Consolidated Financial Statements explains the acquisition
of the Network on October 2, 1996, and presents the 1996 and 1995 results of
operations of the Company (Univision Communications Inc. and its subsidiaries)
on a pro forma basis, as if the 1996 acquisition of the Network and related
Reorganization had occurred as of January 1, 1996 and 1995.
RESULTS OF OPERATIONS
For the twelve months ended December 31, 1997, and from October 3, 1996, to
December 31, 1996, the Company's results include the operations of the Network,
and as a result, revenues, expenses and other items include the Network for
these periods. Consequently, significant variances exist when the results for
1997 are compared to 1996 and those for 1996 are compared to 1995. Accordingly,
management's discussion and analysis of results of operations for these periods
has been presented on an historical basis and, in addition, on a pro forma basis
as described above. Furthermore, results of operations for 1996 and 1995 include
the pro forma impact of adjustments for interest expense, amortization of
Network goodwill and acquisition-related financing costs, and related income tax
benefits. The pro forma 1996 and 1995 results of operations are not necessarily
indicative of what would have occurred if the Network acquisition had taken
place on January 1, 1996 and 1995.
As a result of the Reorganization, the Company's major assets are its
investments in the Univision Television Group ("UTG") and the Network, from
which substantially all of its 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 Affiliated Stations. Also
included in net revenues are Galavision's gross advertising revenues, net of
agency commissions, its subscriber fee revenues and other miscellaneous
revenues.
Direct operating expenses consist of programming, news and general operating
costs.
YEAR ENDED DECEMBER 31, 1997 ("1997") COMPARED TO YEAR ENDED DECEMBER 31, 1996
("1996")
The following table sets forth selected data from the operating results of
the Company for the twelve months ended December 31, 1997 and 1996 on an
historical basis and a pro forma basis (unaudited) (in thousands):
HISTORICAL HISTORICAL PRO FORMA
-------------------- % ----------- ----------- %
1997 1996 INCREASE 1997 1996 INCREASE
--------- --------- ----------- ----------- ----------- -----------
Net revenues................................... $ 459,741 $ 244,858 87.8% $ 459,741 $ 370,289 24.2%
Direct operating expenses...................... 159,619 58,443 173.1% 159,619 122,510 30.3%
Selling, general and administrative expenses... 137,070 79,818 71.7% 137,070 107,664 27.3%
Depreciation and amortization.................. 58,640 39,516 48.4% 58,640 55,049 6.5%
--------- --------- ----- ----------- ----------- ---
Operating income............................... $ 104,412 $ 67,081 55.7% $ 104,412 $ 85,066 22.7%
--------- --------- ----- ----------- ----------- ---
--------- --------- ----- ----------- ----------- ---
Other Data:
Broadcast cash flow.......................... $ 174,278 $ 114,495 52.2% $ 174,278 $ 149,711 16.4%
Corporate charges............................ 11,226 7,898 42.1% 11,226 9,596 17.0%
--------- --------- ----- ----------- ----------- ---
EBITDA....................................... $ 163,052 $ 106,597 53.0% $ 163,052 $ 140,115 16.4%
--------- --------- ----- ----------- ----------- ---
--------- --------- ----- ----------- ----------- ---
31
REVENUES. Net revenues increased to $459,741,000 in 1997 from $244,858,000
in 1996, an increase of $214,883,000 or 87.8%. The acquisition of the Network
accounted for $160,805,000 or 74.8% of the increase, and the O&Os and Galavision
accounted for $47,299,000 or 22.0% and $6,779,000 or 3.2%, respectively. Had the
Network been owned since January 1, 1996, net revenues would have been
$370,289,000 in 1996, compared to $459,741,000 in 1997, an increase of
$89,452,000 or 24.2%. The increase is due to higher net revenues of $47,299,000
at the O&Os, $37,168,000 at the Network and $4,985,000 related to Galavision,
which was acquired by the Network on June 30, 1996. The O&Os' increase, which
was due to an increase of approximately 14% in the number of spots sold and a
12% increase in the price for advertising spots, was primarily derived from Los
Angeles, Miami, Chicago, Houston and New York, with additional increases at all
other O&Os. The Network's increase is due to an increase of approximately 21% in
the price of advertising spots, offset in part by a decrease in volume of
approximately 3%.
EXPENSES. Direct operating expenses, before the reduction of corporate
charges of $232,000 and $197,000 in 1997 and 1996, respectively, increased to
$159,619,000 in 1997 from $58,443,000 in 1996, an increase of $101,176,000 or
173.1%. The acquisition of the Network accounted for $95,525,000 or 94.4% of the
increase, and the O&Os and Galavision accounted for $3,809,000 or 3.8% and
$1,842,000 or 1.8%, respectively. Had the Network been owned since January 1,
1996, direct operating expenses, before the reduction of corporate charges,
would have been $122,510,000 in 1996, compared to $159,619,000 in 1997, an
increase of $37,109,000 or 30.3%. The increase is primarily due to higher
license fees paid or payable to Televisa and Venevision of $23,452,000. As a
result of the Initial Offering in September 1996 and the Company's subsequent
corporate Reorganization in the fourth quarter of 1996, the net program license
fee payable to Univision's program suppliers, Televisa and Venevision, increased
from 9.8% of net revenues in 1996 to 13.0% in 1997. The new morning show,
DESPIERTA AMERICA, which began airing mid-April 1997 and generated revenues of
approximately $9,000,000, accounted for approximately $3,300,000 (including
start-up costs of approximately $560,000) of the total increase in programming
costs over 1996. The remainder of the increase is due primarily to higher
technical and news costs and $1,410,000 of costs related to Galavision. Had the
Network been owned since January 1, 1996, direct operating expenses, as a
percentage of net revenues, would have increased from 33.1% in 1996 to 34.7% in
1997.
Selling, general and administrative expenses, before the reduction of
corporate charges of $10,994,000 and $9,399,000 in 1997 and 1996, respectively,
increased to $137,070,000 in 1997 from $79,818,000 in 1996, an increase of
$57,252,000 or 71.7%. The acquisition of the Network accounted for $32,700,000
or 57.1% of the increase, and the O&Os and Galavision accounted for $21,215,000
or 37.1% and $3,337,000 or 5.8%, respectively. Had the Network been owned since
January 1, 1996, selling, general and administrative expenses, before the
reduction of corporate charges, would have been $107,664,000 in 1996, compared
to $137,070,000 in 1997, an increase of $29,406,000 or 27.3%. The increase is
due in large part to increased selling costs at the O&Os and the Network of
$10,211,000, associated with increased sales and staff levels; a charge for
costs associated with management changes of approximately $1,500,000; and
increased research costs of $1,528,000, all of which are consistent with the
Company's strategy of investing in sales management and research. Furthermore,
there were compensation costs of approximately $2,200,000 related to new and
existing senior management positions, a charge for costs associated with other
management changes of approximately $2,000,000 and a reduction in 1996 expenses
of $2,200,000 as a result of a litigation reserve reversal. The acquisition of
Galavision accounted for $2,135,000. Had the Network been owned since January 1,
1996, selling, general and administrative expenses, as a percentage of net
revenues, would have increased from 29.1% in 1996 to 29.8% in 1997.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased to
$58,640,000 in 1997 from $39,516,000 in 1996, an increase of $19,124,000 or
48.4%. The acquisition of the Network accounted for $6,686,000 or 35.0% of the
increase, and the O&Os and Galavision accounted for $11,389,000 or 59.6% and
$1,049,000 or 5.4%, respectively. On a pro forma basis, depreciation and
amortization would have been $55,049,000 in 1996, compared to $58,640,000 in
1997, an increase of $3,591,000 or 6.5%. The
32
increase is due primarily to an increase in depreciation related to increased
capital expenditures, the acquisition of Galavision and an increase in goodwill
amortization.
OPERATING INCOME. As a result of the above factors, operating income
increased to $104,412,000 in 1997 from $67,081,000 in 1996, an increase of
$37,331,000 or 55.7%. The acquisition of the Network accounted for $25,894,000
or 69.4% of the increase, the O&Os accounted for $10,886,000 or 29.2% and
Galavision accounted for $551,000 or 1.4%. On a pro forma basis, operating
income would have been $85,066,000 in 1996, compared to $104,412,000 in 1997, an
increase of $19,346,000 or 22.7%. As a percentage of net revenues, operating
income would have decreased from 23.0% in 1996 to 22.7% in 1997.
INTEREST EXPENSE. Interest expense decreased to $40,147,000 in 1997 from
$41,691,000 in 1996, a decrease of $1,544,000 or 3.7%. On a pro forma basis,
interest expense was $39,548,000 in 1996 compared to $40,147,000 in 1997, an
increase of $599,000 or 1.5%. The increase is due primarily to higher borrowings
during 1997 as compared to 1996, partially offset by lower interest rates in
1997.
MINORITY INTEREST. In 1996, the Company reported minority interest income
of $1,851,000, consisting of the minority interest in the net income of
subsidiary of $1,869,000 and preferred stock dividend expense attributable to
minority stockholders of $18,000. The minority interest was acquired as part of
the Reorganization during 1996. On a pro forma basis, minority interest is
eliminated from the 1996 operating results of the Company.
PROVISION (BENEFIT) FOR INCOME TAXES. In 1997, the Company reported an
income tax benefit of $19,465,000 compared to an income tax provision of
$5,714,000 in 1996. On a pro forma basis, the Company reported an income tax
provision of $7,728,000 in 1996. The 1997 tax benefit results from the
recognition of deferred tax assets that management believes, more likely than
not, will be realized due to the Company's generating income in its current and
future periods. The provision for income taxes included in the 1996 pro forma
income statement is based on an effective tax rate of 40%. This tax provision,
presented on a pro forma basis, is offset by an income tax benefit arising from
the January 1, 1996 loss on extinguishment of debt (see Extraordinary Loss).
INCOME BEFORE EXTRAORDINARY ITEMS. As a result of the above factors, income
before extraordinary items increased to $83,159,000 in 1997 from $18,593,000 in
1996, an increase of $64,566,000. On a pro forma basis, income before
extraordinary items increased from $36,331,000 in 1996 to $83,159,000 in 1997,
an increase of $46,828,000.
EXTRAORDINARY LOSS. During 1996, UTG purchased and/or defeased at a premium
$92,050,000 face amount of its 11 3/4% Senior Subordinated Notes, resulting in a
total extraordinary loss of $13,713,000, including the write-off of the related
financing costs of $9,601,000. The related income tax benefits associated with
these extraordinary losses were $5,485,000, resulting in an extraordinary loss,
net of tax, of $8,228,000 for the year ended 1996. On a pro forma basis, the
Senior Subordinated Notes are assumed to be defeased at January 1, 1996, thereby
generating an extraordinary loss, net of tax, of $11,186,000 in 1996. The pro
forma extraordinary loss is greater than the actual 1996 extraordinary loss of
$8,228,000, since the deferred financing costs' unamortized balance was higher
at the beginning of 1996 than it was when the Senior Subordinated Notes were
actually purchased and/or defeased during 1996.
NET INCOME. As a result of the above factors, net income increased to
$83,159,000 in 1997 from $10,365,000 in 1996, an increase of $72,794,000. On a
pro forma basis, net income increased from $25,145,000 in 1996 to $83,159,000 in
1997, an increase of $58,014,000.
BROADCAST CASH FLOW. Broadcast cash flow increased to $174,278,000 in 1997
from $114,495,000 in 1996, an increase of $59,783,000 or 52.2%. The acquisition
of the Network accounted for $34,724,000 of the increase, the O&Os accounted for
$23,459,000 of the increase and Galavision accounted for $1,600,000. Had the
Network been owned since January 1, 1996, broadcast cash flow would have been
$149,711,000 in 1996, compared to $174,278,000 in 1997, an increase of
$24,567,000 or 16.4%. As a
33
percentage of net revenues, broadcast cash flow would have decreased from 40.4%
in 1996 to 37.9% in 1997.
As a result of the Initial Offering in September 1996 and the Company's
subsequent corporate Reorganization in the fourth quarter of 1996, the net
program license fee payable to Univision's program suppliers, Televisa and
Venevision, increased from 9.8% of net revenues in 1996 to 13.0% in 1997. Had
the revised license fee been in effect in 1996, the license fee would have
increased by $12,976,000 and broadcast cash flow would have been $136,735,000 in
1996. On a year-to-year basis, broadcast cash flow would have increased by
$37,543,000 or 27.5%, from $136,735,000 in 1996 to $174,278,000 in 1997. As a
percentage of net revenues, broadcast cash flow would have increased from 36.9%
in 1996 to 37.9% in 1997.
CORPORATE CHARGES. Corporate charges increased to $11,226,000 in 1997 from
$7,898,000 in 1996, an increase of $3,328,000 or 42.1%. The acquisition of the
Network accounted for $2,144,000 or 64.4% of the increase and the O&Os accounted
for $1,184,000 or 35.6%. Had the Network been owned since January 1, 1996,
corporate charges would have been $9,596,000 in 1996 compared to $11,226,000 in
1997, an increase of $1,630,000 or 17.0%. The increase is primarily due to costs
associated with being a public company and increased staffing costs. As a
percentage of net revenues, corporate charges would have decreased from 2.6% in
1996 to 2.4% in 1997.
EBITDA. EBITDA increased to $163,052,000 in 1997 from $106,597,000 in 1996,
an increase of $56,455,000 or 53.0%. The acquisition of the Network accounted
for $32,580,000 of the increase, the O&Os accounted for $22,275,000 of the
increase and Galavision accounted for $1,600,000. Had the Network been owned
since January 1, 1996, EBITDA would have been $140,115,000 in 1996, compared to
$163,052,000 in 1997, an increase of $22,937,000 or 16.4%. As a percentage of
net revenues, EBITDA would have decreased from 37.8% in 1996 to 35.5% in 1997.
As explained in BROADCAST CASH FLOW, had the revised license fee been in
effect in 1996, the license fee would have increased by $12,976,000 and pro
forma EBITDA would have been $127,139,000 in 1996. Thus, EBITDA would have
increased by $35,913,000 or 28.2%, from $127,139,000 in 1996 to $163,052,000 in
1997. As a percentage of net revenues, pro forma EBITDA would have increased
from 34.3% in 1996 to 35.5% in 1997.
34
YEAR ENDED DECEMBER 31, 1996 ("1996") COMPARED TO YEAR ENDED DECEMBER 31, 1995
("1995")
The following table sets forth selected data from the operating results of
the Company for the years ended December 31, 1996 and 1995 on an historical
basis and a pro forma basis (unaudited) (in thousands):
HISTORICAL PRO FORMA %
---------------------- % ---------------------- INCREASE
1996 1995 INCREASE 1996 1995 (DECREASE)
---------- ---------- ----------- ---------- ---------- -----------
Net revenues $ 244,858 $ 173,108 41.4% $ 370,289 $ 321,339 15.2%
Direct operating expenses 58,443 30,774 89.9% 122,510 110,402 11.0%
Selling, general and administrative
expenses 79,818 64,973 22.8% 107,664 99,369 8.3%
Depreciation and amortization 39,516 33,506 17.9% 55,049 53,965 2.0%
---------- ---------- ----------- ---------- ---------- -----------
Operating income $ 67,081 $ 43,855 53.0% $ 85,066 $ 57,603 47.7%
---------- ---------- ----------- ---------- ---------- -----------
---------- ---------- ----------- ---------- ---------- -----------
Other Data:
Broadcast cash flow $ 114,495 $ 83,413 37.3% $ 149,711 $ 121,268 23.5%
Corporate charges 7,898 6,052 30.5% 9,596 9,700 (1.1%)
---------- ---------- ----------- ---------- ---------- -----------
EBITDA $ 106,597 $ 77,361 37.8% $ 140,115 $ 111,568 25.6%
---------- ---------- ----------- ---------- ---------- -----------
---------- ---------- ----------- ---------- ---------- -----------
REVENUES. Net revenues increased to $244,858,000 in 1996 from $173,108,000
in 1995, an increase of $71,750,000 or 41.4%. The acquisition of the Network
accounted for $49,392,000 or 68.8% of the increase, and the O&Os and Galavision
accounted for $20,683,000 or 28.8% and $1,675,000 or 2.4%, respectively. Had the
Network been owned as of January 1, 1995, net revenues would have increased from
$321,339,000 in 1995 to $370,289,000 in 1996, an increase of $48,950,000 or
15.2%. The increase is due to higher net revenues of $20,683,000 at the O&Os,
$24,798,000 at the Network, and $3,469,000 related to Galavision, which was
acquired by the Network on June 30, 1996. The O&Os' increase, which is
predominantly driven by increased prices for advertising spots, is primarily
from Los Angeles, Miami, Houston and Chicago, with increases at all other O&Os
except New York. The Network's increase is due primarily to rate increases and
increased volume on previously lower-demand dayparts as compared to 1995.
A major initiative was implemented to improve the performance of the New
York station. The increased awareness among advertisers about the New York
Hispanic community and the advertisers' ability to reach that audience through
the New York station are expected to have a positive effect on the performance
of the station.
EXPENSES. Direct operating expenses, before the reduction of corporate
charges of $197,000 and $170,000 in 1996 and 1995, respectively, increased to
$58,443,000 in 1996 from $30,774,000 in 1995, an increase of $27,669,000 or
89.9%. The acquisition of the Network accounted for $24,489,000 or 88.5% of the
increase, and the O&Os and Galavision accounted for $2,626,000 or 9.5% and
$554,000 or 2.0%, respectively. Had the Network been owned as of January 1,
1995, direct operating expenses, before the reduction of corporate charges,
would have increased from $110,402,000 in 1995 to $122,510,000 in 1996, an
increase of $12,108,000 or 11.0%. The increase is due primarily to higher
license fees paid or payable to Televisa and Venevision under the Program
License Agreements and the Agreement Concerning Production and Acquisition of
Programs, which was terminated as part of the Reorganization, of $6,281,000,
based on higher Combined Net Time Sales, and increases in technical, programming
and news costs. Had the Network been owned since January 1, 1995, direct
operating expenses, as a percentage of net revenues, would have decreased from
34.4% in 1995 to 33.1% in 1996.
Selling, general and administrative expenses, before the reduction of
corporate charges of $9,399,000 and $9,530,000 in 1996 and 1995, respectively,
increased to $79,818,000 in 1996 from $64,973,000 in 1995,
35
an increase of $14,845,000 or 22.8%. The acquisition of the Network accounted
for $10,023,000 or 67.5% of the increase, and the O&Os and Galavision accounted
for $2,975,000 or 20.0% and $1,847,000 or 12.5%, respectively. Had the Network
been owned since January 1, 1995, selling, general and administrative expenses,
before the reduction of corporate charges, would have increased from $99,369,000
in 1995 to $107,664,000 in 1996, an increase of $8,295,000 or 8.3%. The increase
is primarily a result of increased selling and research costs of $12,320,000
associated with increased sales and staff levels, offset in part by the net
favorable impact of certain legal matters. Had the Network been owned since
January 1, 1995, selling, general and administrative expenses, as a percentage
of net revenues, would have decreased from 30.9% in 1995 to 29.1% in 1996.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased to
$39,516,000 in 1996 from $33,506,000 in 1995, an increase of $6,010,000 or
17.9%. The acquisition of the Network accounted for $1,782,000 or 29.7% of the
increase, and the O&Os and Galavision accounted for $3,922,000 or 65.3% and
$306,000 or 5.0%, respectively. On a pro forma basis, depreciation and
amortization would have increased from $53,965,000 in 1995 to $55,049,000 in
1996, an increase of $1,084,000 or 2.0%. The increase is due primarily to
depreciation related to increased capital expenditures, offset in part by a
decrease in goodwill amortization.
OPERATING INCOME. As a result of the above factors, operating income
increased to $67,081,000 in 1996 from $43,855,000 in 1995, an increase of
$23,226,000 or 53.0%. The acquisition of the Network accounted for $13,098,000
of the increase, the O&Os accounted for $11,160,000 and Galavision accounted for
a decrease in operating income of $1,032,000. On a pro forma basis, operating
income would have increased from $57,603,000 in 1995 to $85,066,000 in 1996, an
increase of $27,463,000 or 47.7%. As a percentage of net revenues, operating
income would have increased from 17.9% in 1995 to 23.0% in 1996.
INTEREST EXPENSE. Interest expense increased to $41,691,000 in 1996 from
$40,222,000 in 1995, an increase of $1,469,000 or 3.7%. On a pro forma basis,
interest expense increased from $37,055,000 in 1995 to $39,548,000 in 1996, an
increase of $2,493,000 or 6.7%. The increase is due primarily to higher
borrowings during 1996 as compared to 1995.
MINORITY INTEREST. In 1996, the Company reported minority interest income
of $1,851,000, associated with the net income of a consolidated subsidiary, as
compared to a minority interest loss of $7,346,000 in 1995. Minority interest of
$1,851,000 in 1996 consisted of the minority interest in the net income of
subsidiary of $1,869,000 and the preferred stock dividends attributable to
minority stockholders of $18,000. On a pro forma basis, minority interest is
eliminated from the operating results of the Company.
PROVISION (BENEFIT) FOR INCOME TAXES. In 1996, the Company reported an
income tax provision of $5,714,000, and no income taxes were provided for during
1995. On a pro forma basis, the Company reported an income tax provision of
$7,728,000 in 1996 and $6,900,000 in 1995. The provision for income taxes in
1996 and 1995 is based on an effective tax rate of 40%. This tax provision,
presented on a pro forma basis, is offset by an income tax benefit arising from
the January 1, 1996 and 1995 loss on extinguishment of debt (see Extraordinary
Loss).
INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS. As a result of the above factors,
income before extraordinary items increased to $18,593,000 in 1996 from a loss
of $9,388,000 in 1995, an improvement of $27,981,000. On a pro forma basis,
income before extraordinary items increased from $10,410,000 in 1995 to
$36,331,000 in 1996, an increase of $25,921,000 or 249.0%.
EXTRAORDINARY LOSS. During 1996, UTG purchased and/or defeased at a premium
$92,050,000 face amount of its 11 3/4% Senior Subordinated Notes, resulting in a
total extraordinary loss of $13,713,000, including the write-off of the related
financing costs of $9,601,000. The related income tax benefits associated with
these extraordinary losses were $5,485,000, resulting in an extraordinary loss,
net of tax, of $8,228,000 for the year ended 1996. On a pro forma basis, the
Senior Subordinated Notes are assumed to
36
be defeased at the beginning of each year for 1996 and 1995, thereby generating
extraordinary losses, net of tax, of $11,186,000 in 1996 and $16,345,000 in
1995. These pro forma extraordinary losses are greater than the actual 1996
extraordinary loss of $8,228,000, since the deferred financing costs'
unamortized balances were higher at the beginning of 1996 and 1995 than they
were when the Senior Subordinated Notes were actually purchased and/or defeased
during 1996.
NET INCOME (LOSS). As a result of the above factors, net income increased
to $10,365,000 in 1996 from a net loss of $10,189,000 in 1995, an improvement of
$20,554,000. On a pro forma basis, net income increased from a loss of
$5,935,000 in 1995 to $25,145,000 in 1996, an improvement of $31,080,000.
BROADCAST CASH FLOW. Broadcast cash flow increased to $114,495,000 in 1996
from $83,413,000 in 1995, an increase of $31,082,000 or 37.3%. The acquisition
of the Network accounted for $15,480,000 of the increase, the O&Os accounted for
$16,328,000 of the increase and Galavision accounted for a decrease in broadcast
cash flow of $726,000. Had the Network been owned since January 1, 1995,
broadcast cash flow would have increased from $121,268,000 in 1995 to
$149,711,000 in 1996, an increase of $28,443,000 or 23.5%. As a percentage of
net revenues, broadcast cash flow would have increased from 37.7% in 1995 to
40.4% in 1996.
CORPORATE CHARGES. Corporate charges increased to $7,898,000 in 1996 from
$6,052,000 in 1995, an increase of $1,846,000 or 30.5%. The acquisition of the
Network accounted for $600,000 or 32.5% of the increase, and the O&Os accounted
for $1,246,000 or 67.5%. Had the Network been owned since January 1, 1995,
corporate charges would have decreased from $9,700,000 in 1995 to $9,596,000 in
1996, a decrease of $104,000 or 1.1%. As a percentage of net revenues, corporate
charges would have decreased from 3.0% in 1995 to 2.6% in 1996.
EBITDA. EBITDA increased to $106,597,000 in 1996 from $77,361,000 in 1995,
an increase of $29,236,000 or 37.8%. The acquisition of the Network accounted
for $14,880,000 of the increase, the O&Os accounted for $15,082,000 of the
increase and Galavision accounted for a decrease of $726,000. Had the Network
been owned since January 1, 1995, EBITDA would have increased from $111,568,000
in 1995 to $140,115,000 in 1996, an increase of $28,547,000 or 25.6%. As a
percentage of net revenues, EBITDA would have increased from 34.7% in 1995 to
37.8% in 1996.
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 UTG, the Network and Galavision, totaled
$35,199,000 in 1997 and $18,873,000 in 1996. These amounts exclude the
capitalized transponder lease obligations of the Network. In addition to
performing normal capital maintenance and replacing several towers and antennas,
the Company is also in the process of upgrading and relocating several of its
television station facilities. Furthermore, during the next few years, the
Company also will make an investment in digital technology. The amount of this
investment has not been quantified, as the Company is in the process of
determining the options available to it. Capital spending in 1998 is expected to
approximate $40,000,000, of which approximately $20,000,000 relates to new
facilities required for the Sacramento, Bakersfield and Phoenix stations and
several transmitter and tower replacements. Capital spending in 1999 and 2000 is
expected to approximate $20,000,000 per annum.
The Bank Facility consists of a $400,000,000 amortizing term loan (the "Term
Facility") with a final maturity of December 31, 2003, and a $200,000,000
reducing revolving credit facility (the "Revolving Credit Facility") maturing on
the same date.
37
The Bank Facility permits the lenders thereunder to advance up to an
additional $250,000,000 of term loans (the "Incremental Facility"), although the
Company has not requested and there are no commitments at this time to lend any
such additional amounts.
The Term Facility amortizes quarterly, with $49,000,000 required to be
repaid during 1998. In addition, in the first quarter of 1998, the Company will
be required to make a $10,000,000 pre payment against its Term Facility as a
result of its annual "excess cash flow" calculation (see Note 5). This amount is
expected to be funded by an increase in the Revolving Credit Facility. The
Revolving Credit Facility has quarterly scheduled reductions in availability
beginning in 1999. If any loans are made available under the Incremental
Facility, such loans will be amortized beginning on March 31, 1999, and are
required to be repaid in full on or before August 31, 2004.
Loans made under the Bank Facility bear interest rates, which include
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 (Libor) loans range from 0.35% to 1.00% per annum.
Furthermore, there are no interest rate margins applicable to prime rate loans.
At December 31, 1997, the interest rate applicable to the Company's Eurodollar
loans was approximately 6.50%, which includes an interest rate margin cost of
0.50%. The interest rate applicable to all prime rate loans was 8.50%.
The Company has entered into interest rate cap agreements to reduce the
impact of changes in interest rates on its Term Facility, which are determined
by the Eurodollar interest rate plus a margin of 0.35% to 1.00%. The Company has
two interest rate cap agreements with commercial banks covering a total notional
principal amount of $220,000,000 of its Term Facility. The agreements
effectively limit the Company's Eurodollar interest rate exposure to 7% on
$220,000,000 of the Term Facility. The fee for the interest rate protection
agreements of $462,000 was capitalized as a deferred financing cost and is being
amortized over two years, the period of the instruments, on a straight-line
basis.
The Company expects to explore both Spanish-language television and other
media-acquisition opportunities to complement and capitalize on the Company's
existing business and management. The purchase price for such acquisitions may
be paid (i) with cash derived from operating cash flow, proceeds available under
the Bank Facility or proceeds from future debt or equity offerings (ii) with
equity or debt securities of the Company or (iii) with any combination thereof.
As a result of net operating loss carryforwards attributable to the
Acquisition, net operating losses since the Acquisition, tax consequences of the
Reorganization, other timing differences and 1997 book taxable income, the
Company has available a deferred tax asset of approximately $53,000,000 to
offset future taxes payable arising from operations. In addition, at December
31, 1997, the Company had approximately $531,900,000 of net remaining intangible
assets that will be expensed over the next 20 years for financial reporting
purposes that will not be deductible for tax purposes.
The Company has acquired the Spanish-language broadcast rights in the U.S.
to all 64 of the 1998 World Cup Soccer Championship Games from a Televisa
subsidiary. The terms call for a fixed payment of $25,000,000 in total, to be
paid in four equal installments during May, June, August and September 1998. 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 games. The funds for
these payments are expected to come from income from operations and/or
borrowings from existing bank facilities.
The Company and Televisa are continuing to explore the cooperative
production of NON-NOVELA programming, including but not limited to levels of
production and financial commitments of each party. On October 31, 1997, the
Company entered into a non-binding letter of intent with Home Shopping Network,
Inc., to form a joint venture to create and operate a live Spanish-language
television shopping
38
service intended for distribution in the United States, Latin America, Portugal
and Spain. The terms of a definitive agreement are being negotiated, and the
United States business is expected to begin operations in the first half of
1998. No assurance can be given that either venture will be entered into, or if
entered into, that either venture, the programs or the network will be
successful.
The Company expects to incur internal staff costs as well as consulting and
other expenses related to the Year 2000 issues. The Company cannot currently
estimate the amount of these costs, which could be material to its results of
operations and financial position. If not resolved, this issue could have a
significant adverse impact on the Company's operations.
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. 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.
IMPACT OF INFLATION
Management believes that the impact of inflation on the Company's business
has not been material.
COMPANY STATEMENTS FOR FORWARD-LOOKING INFORMATION
Certain statements contained in this section and throughout this Annual
Report contain forward-looking statements that represent the Company's
expectations or beliefs concerning future events, including but not limited to
the following: (i) the Company's ability to (a) further the development of
Hispanic market advertising as a core media buy, (b) secure larger portions of
major advertising budgets, (c) increase advertiser awareness of the share of
television audience Univision can provide, (d) remain a leading source of news,
sports and entertainment for Hispanic Americans, (e) make successful strategic
acquisitions and (f) provide continued growth through cash flow; (ii) the growth
of the Hispanic population and its buying power and (iii) sufficiency of the
Company's working capital, availability of borrowings under the New Bank
Facility and cash flow from operating activities for the Company's future
operating and capital requirements.
The Company cautions that these statements are further qualified by
important factors that could cause actual results to differ materially from
those in the forward-looking statements, including, but not limited to, lack of
increase in advertisers' spending on Univision, decrease in the supply or
quality of programming, 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 whom use Televisa
programming), the potential impact of new technologies, and regulatory and other
obstacles to making acquisitions. Results actually achieved thus may differ
materially from expected results in these statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See pages F-1 through F-29
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
Not applicable.
39
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" and "Election 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, 1997 (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
"Executive Compensation" 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.
40
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------
2.1 (8) Agreement and Plan of Reorganization dated as of September 25, 1996
3.1 (7) Amended and Restated Certificate of Incorporation of the Company
3.2 (7) Amended and Restated Bylaws of the Company
4.1 (8) Form of specimen stock certificate
4.2 (1) Indenture dated as of December 15, 1992 relating to Univision Television Group Inc.'s 11 3/4%
Senior Subordinated Notes due 2001 (including the form of notes)
4.3 (1) First Supplemental Indenture dated as of December 17, 1992 relating to Univision Television Group,
Inc.'s 11 3/4% Senior Subordinated Notes due 2001
4.4 (2) 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 (3) 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 (4) First Supplemental Indenture dated as of October 1, 1993 relating to PTI Holdings, Inc.'s
Subordinated Ten Year Notes due 2002
4.7 (4) First Supplemental Indenture dated as of October 1, 1993 relating to The Univision Network Holding
Limited Partnership's Subordinated Ten Year Notes due 2002
4.8 (5) Second Supplemental Indenture dated as of July 8, 1994 relating to Univision Television Group,
Inc.'s 11 3/4% Senior Subordinated Notes due 2001
4.9 (5) Third Supplemental Indenture dated as of August 8, 1994 relating to Univision Television Group,
Inc.'s 11 3/4% Senior Subordinated Notes due 2001
10.1 (8) Indemnification Agreement dated as of September 26, 1996 between the Company and each of its
executive officers and directors
10.2 (8) Registration Rights Agreement dated as of October 2, 1996
10.3 (7) 1996 Performance Award Plan
10.4 (6) Employment Agreement dated as of January 1, 1995, between Univision Television Group, Inc. and
George W. Blank
10.5 (6) Amended Employment Agreement dated as of January 1, 1996, between Univision Television Group, Inc.
and George W. Blank
10.6 (8) Amended and Restated Program License Agreement dated as of October 1, 1996 by and between Dennevar
B.V. and the Company
10.7 (8) Amended and Restated Program License Agreement dated as of October 1, 1996 by and between Univisa,
Inc. and the Company
10.8 (8) Participation Agreement dated as of October 2, 1996 by and among the Company, Perenchio, Televisa,
Venevision and certain of their affiliates
10.9 (8) International Program Rights Agreement by and among the Company, Venevision and Televisa
10.10 (8) Amended and Restated Warrants issued to Televisa dated as of October 2, 1996
10.11 (8) Amended and Restated Warrants issued to Venevision dated as of October 2, 1996
41
EXHIBIT
NUMBER DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------
10.12 (8) 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(9) 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").
10.13 (8) 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(8) 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(8) 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 (7) Employment Agreement dated as of January 1, 1995 between the Network and Ray Rodriguez
10.16 (7) Amendment to Employment Agreement dated as of January 1, 1996 between the Network and Ray Rodriguez
10.17 (7) Warrants dated as of October 21, 1996 issued to The Davila Family, LLC
10.18 (6) Transponder Purchase Agreement between Univision, Inc. and Hughes Communications Satellite
Services, Inc. dated as of January 17, 1990 and assumed by the Network
10.19 (6) Transponder Service Agreement between Univision, Inc. dated as of January 17, 1990 and assumed by
the Network
10.20 (8) Amendment to Employment Agreement dated as of January 1, 1997 between Univision Television Group,
Inc. and George W. Blank
10.21 (8) Amendment to Employment Agreement dated as of January 1, 1997, between the Network and Ray
Rodriguez
10.22 (8) Employment Agreement dated as of February 10, 1997, by and between the Company and Henry Cisneros
10.23 (8) Amendment to Employment Agreement dated as of February 10, 1997 by and between the Company and
Henry Cisneros
10.24 Amendment to Employment Agreement dated as of December 22, 1997 between Univision Television Group,
Inc. and George W. Blank
10.25 Amendment to Employment Agreement dated as of December 22, 1997, between the Network and Ray
Rodriguez
10.26 Amendment to Employment Agreement dated as of December 22, 1997 by and between the Company and
Henry Cisneros
11.1 Statement of Computation of Earnings Per Share
21.1 Subsidiaries of the Company
23.1 Consents of experts and counsel
24.1 Power of Attorney (contained on "Signatures" page)
27.1 Financial Data Schedule - Fiscal year ended 1997
27.2 Financial Data Schedule - Restated nine months September 30, 1996 and fiscal year 1996
42
EXHIBIT
NUMBER DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------
27.3 Financial Data Schedule - Restated three months March 31, 1997, six months June 30, 1997 and nine
months September 30, 1997
- ------------------------
(1) Previously filed as an exhibit to the Registration Statement on Form S-1 of
Univision Television Group, Inc. (File No. 33-59534)
(2) Previously filed as an exhibit to the Registration Statement on Form S-1 of
PTI Holdings, Inc. (File No. 33-66432)
(3) Previously filed as an exhibit to the Registration Statement on From S-1 of
The Univision Network Holding Limited Partnership (File No. 33-66434)
(4) Previously filed as an exhibit to PTI Holdings, Inc.'s Annual Report on Form
10K for the year ended December 31, 1993
(5) Previously filed as an exhibit to Univision Television Group, Inc.'s Annual
Report on Form 10K for the year ended December 31, 1994
(6) Previously filed as an exhibit to Univision Television Group, Inc.'s Annual
Report on Form 10K for the year ended December 31, 1995
(7) Previously filed as an exhibit to Univision Communications Inc. Registration
Statement on Form S-1 (File No. 333-6309)
(8) Previously filed as an exhibit to Univision Communications Inc.'s Annual
Report on Form 10K for the year ended December 31, 1996
(9) Previously filed as an exhibit to Univision Communications Inc.'s Quarterly
Report on Form 10Q for the period ended June 30, 1997
(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
During the three month period ended December 31, 1997, the registrant filed
no reports on Form 8-K.
43
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 11, 1998.
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.
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ A. JERROLD PERENCHIO
- ------------------------------ Chairman of the Board and March 11, 1998
A. Jerrold Perenchio Chief Executive Officer
Executive Vice President
and Chief Financial
/s/ GEORGE W. BLANK Officer, in his
- ------------------------------ capacities, as Chief March 11, 1998
George W. Blank Financial Officer and
Principal Accounting
Officer
/s/ HENRY CISNEROS
- ------------------------------ President and Chief March 11, 1998
Henry Cisneros Operating Officer
- ------------------------------ Director March 11, 1998
Gustavo Cisneros
/s/ LAWRENCE W. DAM
- ------------------------------ Director March 11, 1998
Lawrence W. Dam
/s/ HAROLD GABA
- ------------------------------ Director March 11, 1998
Harold Gaba
/s/ ALAN HORN
- ------------------------------ Director March 11, 1998
Alan Horn
/s/ JOHN G. PERENCHIO
- ------------------------------ Director March 11, 1998
John G. Perenchio
/s/ RAY RODRIGUEZ
- ------------------------------ Director March 11, 1998
Ray Rodriguez
44
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------
2.1 (8) Agreement and Plan of Reorganization dated as of September 25, 1996
3.1 (7) Amended and Restated Certificate of Incorporation of the Company
3.2 (7) Amended and Restated Bylaws of the Company
4.1 (8) Form of specimen stock certificate
4.2 (1) Indenture dated as of December 15, 1992 relating to Univision Television Group Inc.'s 11 3/4%
Senior Subordinated Notes due 2001 (including the form of notes)
4.3 (1) First Supplemental Indenture dated as of December 17, 1992 relating to Univision Television Group,
Inc.'s 11 3/4% Senior Subordinated Notes due 2001
4.4 (2) 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 (3) 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 (4) First Supplemental Indenture dated as of October 1, 1993 relating to PTI Holdings, Inc.'s
Subordinated Ten Year Notes due 2002
4.7 (4) First Supplemental Indenture dated as of October 1, 1993 relating to The Univision Network Holding
Limited Partnership's Subordinated Ten Year Notes due 2002
4.8 (5) Second Supplemental Indenture dated as of July 8, 1994 relating to Univision Television Group,
Inc.'s 11 3/4% Senior Subordinated Notes due 2001
4.9 (5) Third Supplemental Indenture dated as of August 8, 1994 relating to Univision Television Group,
Inc.'s 11 3/4% Senior Subordinated Notes due 2001
10.1 (8) Indemnification Agreement dated as of September 26, 1996 between the Company and each of its
executive officers and directors
10.2 (8) Registration Rights Agreement dated as of October 2, 1996
10.3 (7) 1996 Performance Award Plan
10.4 (6) Employment Agreement dated as of January 1, 1995, between Univision Television Group, Inc. and
George W. Blank
10.5 (6) Amended Employment Agreement dated as of January 1, 1996, between Univision Television Group, Inc.
and George W. Blank
10.6 (8) Amended and Restated Program License Agreement dated as of October 1, 1996 by and between Dennevar
B.V. and the Company
10.7 (8) Amended and Restated Program License Agreement dated as of October 1, 1996 by and between Univisa,
Inc. and the Company
10.8 (8) Participation Agreement dated as of October 2, 1996 by and among the Company, Perenchio, Televisa,
Venevision and certain of their affiliates
10.9 (8) International Program Rights Agreement by and among the Company, Venevision and Televisa
10.10 (8) Amended and Restated Warrants issued to Televisa dated as of October 2, 1996
10.11 (8) Amended and Restated Warrants issued to Venevision dated as of October 2, 1996
10.12 (8) 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
45
EXHIBIT
NUMBER DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------
10.12.1(9) 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").
10.13 (8) 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(8) 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(8) 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 (7) Employment Agreement dated as of January 1, 1995 between the Network and Ray Rodriguez
10.16 (7) Amendment to Employment Agreement dated as of January 1, 1996 between the Network and Ray Rodriguez
10.17 (7) Warrants dated as of October 21, 1996 issued to The Davila Family, LLC
10.18 (6) Transponder Purchase Agreement between Univision, Inc. and Hughes Communications Satellite
Services, Inc. dated as of January 17, 1990 and assumed by the Network
10.19 (6) Transponder Service Agreement between Univision, Inc. dated as of January 17, 1990 and assumed by
the Network
10.20 (8) Amendment to Employment Agreement dated as of January 1, 1997 between Univision Television Group,
Inc. and George W. Blank
10.21 (8) Amendment to Employment Agreement dated as of January 1, 1997, between the Network and Ray
Rodriguez
10.22 (8) Employment Agreement dated as of February 10, 1997, by and between the Company and Henry Cisneros
10.23 (8) Amendment to Employment Agreement dated as of February 10, 1997 by and between the Company and
Henry Cisneros
10.24 Amendment to Employment Agreement dated as of December 22, 1997 between Univision Television Group,
Inc. and George W. Blank
10.25 Amendment to Employment Agreement dated as of December 22, 1997, between the Network and Ray
Rodriguez
10.26 Amendment to Employment Agreement dated as of December 22, 1997 by and between the Company and
Henry Cisneros
11.1 Statement of Computation of Earnings Per Share
21.1 Subsidiaries of the Company
23.1 Consents of experts and counsel
24.1 Power of Attorney (contained on "Signatures" page)
27.1 Financial Data Schedule - Fiscal year ended 1997
27.2 Financial Data Schedule - Restated nine months September 30, 1996 and fiscal year 1996
27.3 Financial Data Schedule - Restated three months March 31, 1997, six months June 30, 1997 and nine
months September 30, 1997
- ------------------------
(1) Previously filed as an exhibit to the Registration Statement on Form S- 1 of
Univision Television Group, Inc. (File No. 33-59534)
46
(2) Previously filed as an exhibit to the Registration Statement on Form S-1 of
PTI Holdings, Inc. (File No. 33-66432)
(3) Previously filed as an exhibit to the Registration Statement on From S-1 of
The Univision Network Holding Limited Partnership (File No. 33-66434)
(4) Previously filed as an exhibit to PTI Holdings, Inc.'s Annual Report on Form
10K for the year ended December 31, 1993
(5) Previously filed as an exhibit to Univision Television Group, Inc.'s Annual
Report on Form 10K for the year ended December 31, 1994
(6) Previously filed as an exhibit to Univision Television Group, Inc.'s Annual
Report on Form 10K for the year ended December 31, 1995
(7) Previously filed as an exhibit to Univision Communications Inc. Registration
Statement on Form S-1 (File No. 333-6309)
(8) Previously filed as an exhibit to Univision Communications Inc.'s Annual
Report on Form 10K for the year ended December 31, 1996
(9) Previously filed as an exhibit to Univision Communications Inc.'s Quarterly
Report on Form 10Q for the period ended June 30, 1997
(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
During the three month period ended December 31, 1997, the registrant filed
no reports on Form 8-K.
47
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of Univision Communications Inc.:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of Univision Communications Inc. (a
Delaware Corporation) and subsidiaries for the years ended December 31, 1997,
1996 and 1995 included in Item 8 of this Form 10-K and have issued our report
thereon dated February 6, 1998. 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,
1995, 1996 and 1997 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 6, 1998
S-1
SCHEDULE II
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
(DOLLARS IN THOUSANDS)
ADDITIONS
-------------------------------
BALANCE AT CHARGED TO
BEGINNING OF COSTS AND CHARGED TO BALANCE AT END
DESCRIPTION PERIOD EXPENSES OTHER ACCOUNTS DEDUCTIONS OF PERIOD
- ---------------------------------------- -------------- -------------- -------------- -------------- --------------
DEBIT (CREDIT) DEBIT (CREDIT) DEBIT (CREDIT) DEBIT (CREDIT) DEBIT (CREDIT)
FOR THE YEAR ENDED DECEMBER 31, 1995:
Allowance for doubtful accounts......... $ (5,090) $ (2,690) $-- $ 3,927(1) $ (3,853)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
Accumulated amortization of intangible
assets................................ $ (58,234) $(28,264) $-- $-- $ (86,498)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
Accumulated amortization of deferred
financing costs....................... $ (9,793) $ (3,925) $-- $ 121(2) $ (13,597)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
Allowance for deferred tax asset........ $ (49,600) $-- $ 2,000(3) $ 100(6) $ (47,500)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
FOR THE YEAR ENDED DECEMBER 31, 1996:
Allowance for doubtful accounts......... $ (3,853) $ (2,267) $ (4,013)(4) $ 1,395(1) $ (8,738)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
Accumulated amortization of intangible
assets................................ $ (86,498) $(31,112) $(16,378)(4) $-- $(133,988)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
Accumulated amortization of deferred
financing costs....................... $ (13,597) $ (2,934) $ 15,658(5) $ 530(2) $ (343)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
Allowance for deferred tax asset........ $ (47,500) $-- $ 5,000(3) $(37,000)(6) $ (79,500)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
FOR THE YEAR ENDED DECEMBER 31, 1997:
Allowance for doubtful accounts......... $ (8,738) $ (1,312) $-- $ 1,466(1) $ (8,584)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
Accumulated amortization of intangible
assets................................ $(133,988) $(42,286) $-- $-- $(176,274)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
Accumulated amortization of deferred
financing costs....................... $ (343) $ (1,630) $-- $-- $ (1,973)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
Allowance for deferred tax asset........ $ (79,500) $ 56,120 $ 23,380(3) $-- $ --
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
- --------------------------
(1) Write-offs of accounts receivable, net of recoveries.
(2) Represents write-offs of deferred financing costs in connection with the
extinguishment of debt.
(3) Represents allocations between deferred taxes and goodwill.
(4) Network balance at date of Network acquisition (October 2, 1996).
(5) Represents write-off of deferred financing costs prior to the
Reorganization.
(6) Represents the valuation allowance for the deferred tax assets arising
during the year.
S-2
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, 1997 and 1996.............................................. F-3
Consolidated Statements of Operations for the years ended December 31, 1997, 1996 and 1995............. F-4
Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the years ended December 31,
1995, 1996 and 1997................................................................................... F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995............. F-6
Notes to Consolidated Financial Statements............................................................. F-8
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, 1997 and 1996, and the related consolidated statements of operations,
changes in stockholders' equity (deficit) and cash flows for each of the three
years in the period ended December 31, 1997. 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 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, 1997 and 1996, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1997, in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
February 6, 1998
F-2
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)
DECEMBER 31, DECEMBER 31,
1997 1996
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents............................... $ 10,660 $ 11,588
Short-term investment................................... 94 90
Accounts receivable, less allowance for doubtful
accounts of $8,584 in 1997 and $8,738 in 1996......... 116,849 87,954
Program rights.......................................... 5,650 4,673
Prepaid expenses and other.............................. 5,501 7,485
------------ ------------
Total current assets.................................. 138,754 111,790
Property and equipment, less accumulated depreciation of
$37,518 in 1997 and $22,183 in 1996..................... 123,853 103,373
Intangible assets, less accumulated amortization of
$176,274 in 1997 and $133,988 in 1996................... 630,828 639,934
Deferred financing costs, less accumulated amortization of
$1,973 in 1997 and $343 in 1996......................... 8,520 8,958
Deferred income taxes..................................... 53,046 7,000
Note receivable-Entravision............................... 10,000 10,000
Other assets.............................................. 2,754 3,312
------------ ------------
Total assets.......................................... $967,755 $884,367
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities................ $ 74,632 $ 70,522
Accrued interest........................................ 1,164 2,367
Accrued license fee..................................... 5,374 4,322
Obligations for program rights.......................... 894 482
Current portion of long-term debt....................... 61,965 42,657
------------ ------------
Total current liabilities............................. 144,029 120,350
Long-term debt including accrued interest, net of current
portion................................................. 423,923 458,808
Capital lease obligations, net of current portion......... 36,907 39,329
Obligations for program rights, net of current portion.... -- 331
Other long-term liabilities............................... 4,547 3,342
------------ ------------
Total liabilities..................................... 609,406 622,160
------------ ------------
Redeemable convertible 6% preferred stock, $.01 par value,
with a conversion price of $16.34375 to Class A Common
Stock (12,000 shares issued and outstanding at December
31, 1997)............................................... 12,120 --
------------ ------------
Stockholders' equity:
Preferred stock, $.01 par value (10,000,000 shares
authorized at December 31, 1997 and 1996; 12,000
shares outstanding and held in escrow at December 31,
1996)................................................. -- --
Common stock, $.01 par value (197,660,000 shares
authorized at December 31, 1997 and 1996; 85,299,360
and 85,224,360 shares issued and outstanding at
December 31, 1997 and 1996, respectively)............. 853 852
Paid-in-capital......................................... 332,328 330,905
Retained earnings and accumulated (deficit)............. 13,048 (69,550)
------------ ------------
Total stockholders' equity.............................. 346,229 262,207
------------ ------------
Total liabilities and stockholders' equity................ $967,755 $884,367
------------ ------------
------------ ------------
See notes to consolidated financial statements.
F-3
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
1997 1996 1995
------------ ------------ ------------
Net revenues.............................................. $ 459,741 $ 244,858 $ 173,108
------------ ------------ ------------
Direct operating expenses................................. 159,619 58,443 30,774
Selling, general and administrative expenses.............. 137,070 79,818 64,973
Depreciation and amortization............................. 58,640 39,516 33,506
------------ ------------ ------------
Operating income.......................................... 104,412 67,081 43,855
Interest expense.......................................... 40,147 36,207 36,260
Interest expense on related party debt.................... -- 5,484 3,962
Amortization of deferred financing costs.................. 1,630 2,934 3,925
Non-recurring expense (reversal) of acquired station...... (1,059) -- 1,750
Minority interest in net (income) loss of consolidated
subsidiary.............................................. -- (1,851) 7,346
------------ ------------ ------------
Income (loss) before taxes and extraordinary loss on
extinguishment of debt.................................. 63,694 24,307 (9,388)
Provision (benefit) for income taxes...................... (19,465) 5,714 --
------------ ------------ ------------
Income (loss) before extraordinary loss on extinguishment
of debt................................................. 83,159 18,593 (9,388)
Extraordinary loss on extinguishment of debt (net of tax
benefit of $5,485 in 1996).............................. -- (8,228) (801)
------------ ------------ ------------
Net income (loss)......................................... 83,159 10,365 (10,189)
Preferred stock dividends................................. (561) -- --
------------ ------------ ------------
Net income (loss) applicable to common stockholders....... $ 82,598 $ 10,365 $ (10,189)
------------ ------------ ------------
------------ ------------ ------------
BASIC EARNINGS PER SHARE
Income (loss) per share before extraordinary loss......... $ 0.98 $ 0.22 $ (2.06)
Less preferred stock dividends per share.................. (0.01) -- --
------------ ------------ ------------
Income (loss) per share available to common
stockholders............................................ 0.97 0.22 (2.06)
Extraordinary loss per share.............................. -- (0.10) (0.18)
------------ ------------ ------------
Net income (loss) per share available to common
stockholders............................................ $ 0.97 $ 0.12 $ (2.24)
------------ ------------ ------------
------------ ------------ ------------
Weighted average common shares outstanding................ 85,238,518 85,224,360 4,560,210
------------ ------------ ------------
------------ ------------ ------------
DILUTED EARNINGS PER SHARE
Income (loss) per share before extraordinary loss......... $ 0.71 $ 0.16 $ (2.06)
Less preferred stock dividends per share.................. -- -- --
------------ ------------ ------------
Income (loss) per share available to common
stockholders............................................ 0.71 0.16 (2.06)
Extraordinary loss per share.............................. -- (0.07) (0.18)
------------ ------------ ------------
Net income (loss) per share available to common
stockholders............................................ $ 0.71 $ 0.09 $ (2.24)
------------ ------------ ------------
------------ ------------ ------------
Weighted average common shares outstanding................ 116,345,337 115,589,660 4,560,210
------------ ------------ ------------
------------ ------------ ------------
See notes to consolidated financial statements.
F-4
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
(IN THOUSANDS)
RETAINED
EARNINGS/
COMMON PREFERRED PAID-IN- ACCUMULATED
STOCK STOCK CAPITAL (DEFICIT) TOTAL
--------- ----------- ---------- ------------ ----------
Balance, January 1, 1995............................. $ -- $ 1 $ 22,297 $ (51,469) $ (29,171)
Net loss for the year................................ -- -- -- (10,189) (10,189)
Dividends declared................................... -- -- -- (5,066) (5,066)
Minority interest.................................... -- -- -- (10,334) (10,334)
Conversion of unpaid dividends to notes payable...... -- -- (22,297) -- (22,297)
--------- ----------- ---------- ------------ ----------
Balance, December 31, 1995........................... -- 1 -- (77,058) (77,057)
Net income for the year.............................. -- -- -- 10,365 10,365
Initial Public Offering of stock..................... 188 -- 215,908 -- 216,096
Initial Public Offering and Reorganization costs..... -- -- (16,541) -- (16,541)
Stock split.......................................... 662 -- (662) -- --
Partnership distribution in connection with
Reorganization..................................... -- -- (40,000) -- (40,000)
UNHP equity acquired at October 2, 1996.............. -- -- (37,911) -- (37,911)
Acquisition of minority interest liability at
historical cost.................................... -- -- 6,957 -- 6,957
Step up acquired minority interest and Network....... -- -- 203,044 -- 203,044
Preferred stock conversion upon Reorganization 2 (1) (1) -- --
Dividends declared on preferred stock prior to
Reorganization..................................... -- -- -- (2,834) (2,834)
Other................................................ -- -- 111 (23) 88
--------- ----------- ---------- ------------ ----------
Balance, December 31, 1996........................... 852 -- 330,905 (69,550) 262,207
Net income for the year.............................. -- -- -- 83,159 83,159
Preferred stock dividends declared................... -- -- -- (561) (561)
Exercise of stock options, including related tax
benefits........................................... 1 -- 1,423 -- 1,424
--------- ----------- ---------- ------------ ----------
Balance, December 31, 1997........................... $ 853 $ -- $ 332,328 $ 13,048 $ 346,229
--------- ----------- ---------- ------------ ----------
--------- ----------- ---------- ------------ ----------
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)
1997 1996 1995
---------- ---------- ----------
Net income (loss)............................................................. $ 83,159 $ 10,365 $ (10,189)
Adjustments to reconcile net income (loss) to net cash from operating
activities:
Depreciation................................................................ 16,354 8,405 5,243
Gain on sale of fixed assets................................................ (206) -- --
Amortization of intangible assets and deferred financing costs.............. 43,916 34,045 32,188
Accretion of interest on Sponsor Loans...................................... -- 7,304 7,298
Non-recurring expense (reversal) of acquired station........................ (1,059) -- 1,750
Minority interest........................................................... -- (1,851) 7,346
Extraordinary loss on extinguishment of debt................................ -- 13,713 801
Changes in assets and liabilities:
Accounts receivable......................................................... (28,145) (939) (3,155)
Due to the Network.......................................................... -- (18,374) (14,983)
Intangible assets........................................................... 21,789 5,000 2,000
Deferred income taxes....................................................... (45,484) (5,000) (2,000)
Management and license fees payable......................................... 59,979 11,849 --
Payment of license fees..................................................... (58,927) (7,886) --
Program rights.............................................................. (626) (148) --
Prepaid expenses and other assets........................................... 2,590 (2,815) (264)
Accounts payable and accrued liabilities.................................... 4,553 (9,363) 5,267
Accrued interest............................................................ 6,322 3,969 4,157
Obligations for program rights.............................................. 81 (2,003) (4,417)
Other, net.................................................................. 1,223 306 440
---------- ---------- ----------
Net cash provided by operating activities..................................... 105,519 46,577 31,482
---------- ---------- ----------
Cash flow from investing activities:
Acquisition of minority interest of PTIH and the Network, including
acquisition costs, net of cash acquired................................... -- (39,984) --
Acquisition of Galavision................................................... -- (15,000) --
Acquisition of Sacramento station........................................... (28,941) -- --
Acquisition of Bakersfield station.......................................... (14,286) -- --
Proceeds from sale of fixed assets.......................................... 404 -- --
Increased investment in Entravision......................................... -- (7,000) --
Purchase of Fort Worth tower................................................ -- (455) --
Purchase of Santa Rosa-LPTV................................................. (313) -- --
Capital expenditures........................................................ (35,199) (12,637) (10,064)
Organization costs.......................................................... (244) (1,677) --
---------- ---------- ----------
Net cash used in investing activities......................................... (78,579) (76,753) (10,064)
---------- ---------- ----------
(continued)
See notes to consolidated financial statements.
F-6
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
(IN THOUSANDS)
1997 1996 1995
----------- ----------- -----------
Cash flow from financing activities:
Proceeds from issuance of long-term debt................................. 80,000 496,000 39,000
Proceeds from the Offering............................................... -- 216,096 --
Repayment of long-term debt.............................................. (105,597) (224,889) (112,793)
Repayments of Sponsor Loans.............................................. -- (148,971) --
Repayments of related party debt......................................... -- (130,952) --
Payment of Offering costs................................................ -- (17,189) --
Proceeds from Sponsor Loans.............................................. -- 38,381 45,251
Reduction of Sponsor Loans--Program Cost Sharing Agreement............... -- (5,074) (4,670)
Defeasance of Senior Subordinated Notes.................................. -- (70,276) --
Repurchase of Senior Subordinated Notes.................................. -- (25,881) (8,132)
Advances to the Network for distribution to the Partners prior to
Reorganization......................................................... -- (60,000) --
Advances (from) to the Network........................................... -- (30,209) 28,148
Exercise of options...................................................... 862 -- --
Preferred stock dividends paid........................................... (441) -- --
Tax payments to Partners................................................. (1,500) -- --
Deferred financing costs................................................. (1,192) (9,301) (62)
----------- ----------- -----------
Net cash provided by (used in) financing activities........................ (27,868) 27,735 (13,258)
----------- ----------- -----------
Net (decrease) increase in cash............................................ (928) (2,441) 8,160
Cash and cash equivalents, beginning of year............................... 11,588 14,029 5,869
----------- ----------- -----------
Cash and cash equivalents, end of year..................................... $ 10,660 $ 11,588 $ 14,029
----------- ----------- -----------
----------- ----------- -----------
Supplemental disclosure of cash flow information:
Interest paid during the year............................................ $ 34,070 $ 31,612 $ 28,108
----------- ----------- -----------
----------- ----------- -----------
Supplemental disclosure of non-cash transactions:
Related party notes issued in payment of preferred stock dividends....... $ -- $ 2,834 $ 37,697
----------- ----------- -----------
----------- ----------- -----------
Supplemental disclosure of non-cash activity regarding acquisitions:
Total assets acquired, net of cash....................................... $ 55,544 $ 394,475 $ --
Liabilities assumed...................................................... (317) (147,829) --
----------- ----------- -----------
Net assets acquired...................................................... 55,227 246,646 --
Non-cash consideration................................................... (12,000) (191,662) --
----------- ----------- -----------
Total cash consideration............................................... $ 43,227 $ 54,984 $ --
----------- ----------- -----------
----------- ----------- -----------
See notes to consolidated financial statements.
F-7
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. ORGANIZATION AND ACQUISITION
Through October 2, 1996, Univision Communications Inc. ("UCI" or the
"Company"), formerly Perenchio Communications, Inc. ("PCI"), and its 80% owned
subsidiary, PTI Holdings, Inc. ("PTIH") were beneficially owned by affiliates of
A. Jerrold Perenchio (together with his affiliates, "Perenchio"), affiliates of
Grupo Televisa, S.A. (together with its affiliates, "Televisa") and Dennevar,
B.V., an affiliate of Venevision International Limited (together with its
affiliates, "Venevision") (collectively, the "Principal Stockholders").
Perenchio Television, Inc. ("PTI") was a wholly owned subsidiary of PTIH, and
Univision Television Group, Inc. ("UTG") was a wholly owned subsidiary of PTI.
On December 17, 1992 (effective close of business December 16, 1992),
Univision Station Group, Inc. ("USG") and KTVW, Inc. ("KTVW") were acquired by
Perenchio, Televisa and Venevision, with USG as the surviving corporation
changing its name to UTG.
PCI and its subsidiaries had no operations prior to the 1992 acquisition of
the station group, by the Principal Stockholders, for approximately
$489,000,000, including approximately $11,000,000 of acquisition costs. The
acquisition was accounted for under the purchase method of accounting.
Accordingly, the assets acquired and liabilities assumed have been recorded at
the fair values at the date of the acquisition. In addition to current assets
and liabilities, the purchase price was allocated principally to property and
equipment of approximately $22,000,000 and intangible assets of approximately
$473,000,000. These intangible assets comprise approximately $270,000,000
attributable to affiliation agreements, approximately $156,500,000 attributable
to FCC television broadcast licenses and approximately $46,500,000 attributable
to all other intangible assets including goodwill. Two additional stations in
Chicago and Houston, were acquired during 1994 for an aggregate purchase price
of $67,000,000, resulting in additional intangible assets of approximately
$64,000,000. A third station, located in Sacramento, California, was acquired in
March 1997 for a purchase price of approximately $40,200,000, principally all of
which has been allocated to intangible assets pending the completion of an
independent appraisal. A fourth station, located in Bakersfield, California,
which broadcasts in English, was acquired in October 1997 for a purchase price
of approximately $14,000,000, principally all of which has been allocated to
intangible assets pending the completion of an independent appraisal.
As of December 31, 1997, the Company has recognized pre-acquisition deferred
taxes related to net operating loss carryforwards of approximately $29,000,000.
These deferred taxes were recorded and the acquisition goodwill was reduced by a
corresponding amount.
Through October 2, 1996, the businesses of the Company and The Univision
Network Limited Partnership ("the Network") were under separate management and
ownership structures. Notwithstanding this separation, the business operations
of the Company and the Network remained substantially dependent upon one
another. The Company is dependent upon the Network for programming and
advertising sales support, while the Company represents approximately 80% of the
Network's total broadcast distribution.
Effective with the close of business on October 2, 1996, as part of the
Offering and Reorganization, PTIH became a wholly owned subsidiary of the
Company. PTI was merged with and into PTIH. The Company and one of the Company's
subsidiaries acquired The Univision Network Holding Limited Partnership ("UNHP")
and the Network, which had existing intangible assets of approximately
$23,000,000. In addition, Galavision recorded $15,000,000 of intangible assets
as a result of its acquisition by the Network on June 30, 1996.
F-8
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
1. ORGANIZATION AND ACQUISITION (CONTINUED)
The acquisition of the minority interests of PTIH and the Network (which
included the July 1, 1996, acquisition of Galavision) has been accounted for
under the purchase method of accounting, and, accordingly, the Network's
operating results have been included with the Company's since October 3, 1996.
The total consideration paid in excess of the fair value of the net assets
acquired related to the minority interests of PTIH and the Network, was
approximately $203,000,000. Based on the final appraisal received in the third
quarter of 1997, the Company has allocated approximately $115,000,000 to
affiliation agreements, approximately $79,000,000 to the FCC television
broadcast licenses and approximately $9,000,000 to all other intangible assets.
Televisa and Venevision also own warrants to acquire from UCI additional
common shares of UCI. 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 UCI would be approximately 20% each.
As of December 31, 1997, the Company owns and operates 12 Spanish-language
full-power television stations serving New York, Los Angeles, Miami, San
Antonio, San Francisco, Fresno, Dallas, Phoenix, Albuquerque, Sacramento,
Houston and Chicago. It also owns and operates eight Spanish-language low-power
television stations serving Hartford, Fort Worth, Philadelphia, Tucson, Austin,
Santa Rosa, Albuquerque and Bakersfield and one English-language full-power
television station in Bakersfield. The Company's Spanish-language television
stations are affiliated with the Spanish-language television network owned and
operated by the Network. The English-language station is affiliated with the
United Paramount Network (UPN).
The Company has made a $10,000,000 investment in Entravision Communications
Company, LLC ("Entravision") in the form of a note which matures on December 30,
2021. This note has an annual interest rate of 7.01% and gives the Company the
option to acquire approximately 25% equity interest in Entravision. Entravision
owns 10 stations that have Affiliation Agreements with the Network. This group
of 10 stations represents approximately 13% of the Network's broadcast
distribution. Exercising the Company's option to acquire the equity interest in
Entravision would not require additional investment. The Company intends to
exercise its option upon Entravision's receipt of FCC approval.
In addition to the acquisition of the minority interests of PTIH and the
Network in 1996, the Company during 1996 and 1997 made other acquisitions, the
effect of which, individually and in the aggregate, were not material to the
Company's consolidated financial position or results of operations.
The following unaudited pro forma consolidated statements of operations for
1996 and 1995 give effect to the Reorganization, the sale of the 18,791,000
shares of Class A Common Stock, through its Offering, and the application of the
net proceeds therefrom as if such transactions had occurred as of January 1,
1996, and January 1, 1995, respectively.
The following pro forma statements do not purport to represent what the
Company's consolidated financial position or results of operations would
actually have been if such transactions in fact had occurred on the dates
assumed or to project consolidated financial position or results of operations
for any future date or period.
F-9
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
1. ORGANIZATION AND ACQUISITION (CONTINUED)
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
TWELVE MONTHS ENDED DECEMBER 31,
-------------------------------------------
HISTORICAL UNAUDITED PRO FORMA
------------- ----------------------------
1997 1996 1995
------------- ------------- -------------
Net revenues........................................................ $ 459,741 $ 370,289 $ 321,339
------------- ------------- -------------
Direct operating expenses........................................... 159,387 122,313 110,232
Selling, general and administrative expenses........................ 126,076 98,265 89,839
Corporate charges................................................... 11,226 9,596 9,700
Depreciation and amortization....................................... 58,640 55,049 53,965
------------- ------------- -------------
Operating income.................................................... 104,412 85,066 57,603
Interest expense.................................................... 40,147 39,548 37,055
Amortization of deferred financing costs............................ 1,630 1,459 1,488
Non-recurring expense (reversal) of acquired station................ (1,059) -- 1,750
------------- ------------- -------------
Income before taxes and extraordinary loss on extinguishment of
debt............................................................... 63,694 44,059 17,310
Provision (benefit) for income taxes................................ (19,465) 7,728 6,900
------------- ------------- -------------
Income before extraordinary loss on extinguishment of debt.......... 83,159 36,331 10,410
Extraordinary loss on extinguishment of debt (net of tax benefit of
$7,455 and $6,900 in 1996 and 1995, respectively).................. -- (11,186) (16,345)
------------- ------------- -------------
Net income (loss)................................................... 83,159 25,145 (5,935)
Preferred stock dividends........................................... (561) -- --
------------- ------------- -------------
Net income (loss) applicable to common stockholders................. $ 82,598 $ 25,145 $ (5,935)
------------- ------------- -------------
------------- ------------- -------------
BASIC EARNINGS PER SHARE
Income per share before extraordinary loss.......................... $ 0.98 $ 0.43 $ 0.12
Less preferred stock dividends per share............................ (0.01) -- --
------------- ------------- -------------
Income per share available to common stockholders................... 0.97 0.43 0.12
Extraordinary loss per share........................................ -- (0.13) (0.19)
------------- ------------- -------------
Net income (loss) per share available to common stockholders........ $ 0.97 $ 0.30 $ (0.07)
------------- ------------- -------------
Weighted average common shares outstanding.......................... 85,238,518 85,224,360 85,224,360
------------- ------------- -------------
------------- ------------- -------------
DILUTED EARNINGS PER SHARE
Income per share before extraordinary loss.......................... $ 0.71 $ 0.31 $ 0.09
Less preferred stock dividends per share............................ -- -- --
------------- ------------- -------------
Income per share available to common stockholders................... 0.71 0.31 0.09
Extraordinary loss per share........................................ -- (0.09) (0.14)
------------- ------------- -------------
Net income (loss) per share available to common stockholders........ $ 0.71 $ 0.22 $ (0.05)
------------- ------------- -------------
Weighted average common shares outstanding.......................... 116,345,337 115,589,660 114,201,559
------------- ------------- -------------
------------- ------------- -------------
See notes to consolidated financial statements.
F-10
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements include the accounts and operations of
the Company and reflect the acquisitions described above under the purchase
method of accounting. 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.
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 and
disclosure of contingent assets, 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.
The Company's operations and its ability to grow may be affected by numerous
factors, including changes in audience tastes, priorities of advertisers, new
laws and governmental regulations and policies, changes in broadcast technical
requirements, technological advances, entry of new competitors, proposals to
restrict the tax deductibility of certain advertising expenses incurred by
advertisers and changes in the willingness of financial institutions and other
lenders to finance television-station acquisitions and operations. The Company
cannot predict which, if any, of these or other factors might have a significant
impact on the television industry 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.
PROPERTY AND EQUIPMENT AND RELATED DEPRECIATION
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 five to 20 years,
broadcast and other equipment over three to seven years. Leasehold improvements
are amortized over the remaining life of the lease. Depreciation and
amortization include depreciation on property and equipment of $16,354,000 in
1997, $8,405,000 in 1996 and $5,243,000 in 1995, of which $14,428,000,
$7,346,000 and $4,581,000, respectively, relate to direct operating expense and
$1,926,000, $1,059,000 and $662,000, 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,
organization costs and goodwill. Organization costs are amortized over a
five-year period, and substantially all other intangible assets are amortized on
the straight-line method over 20 years.
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. When factors indicate
that intangible assets should be evaluated for possible impairment, the Company
uses an estimate of the nondiscounted operating income over the remaining life
of the intangible assets in measuring whether the intangible assets are
recoverable.
F-11
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DEFERRED FINANCING COSTS
Deferred financing costs are amortized over the life of the related debt or,
in the case of interest rate protection instruments, over the period of the
instrument.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As of December 31, 1997 and 1996, accounts payable and accrued liabilities
comprise the following (in thousands):
1997 1996
--------- ---------
Trade accounts payable and accruals..................................... $ 38,720 $ 36,889
Severance and litigation costs.......................................... 10,151 6,232
Acquired stations integration costs..................................... 3,405 2,377
Facility consolidation costs............................................ 1,469 4,340
Research costs.......................................................... 873 3,346
Accrued compensation.................................................... 10,685 8,508
Other................................................................... 9,329 8,830
--------- ---------
$ 74,632 $ 70,522
--------- ---------
--------- ---------
MINORITY INTEREST
The minority interest in PTIH was acquired by the Company effective October
2, 1996. Minority interest represented the 20% interest in PTIH held by minority
stockholders. Additionally, it included the PTIH consolidated preferred stock
and related dividends due minority stockholders. To the extent that the minority
interest in the book value of PTIH represented an asset, the Company charged the
asset against the majority interest. Subsequent profits earned by PTIH
applicable to the minority interest were allocated to the majority interest to
the extent that minority losses had been previously absorbed by the majority
stockholder.
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 non current.
Program costs are charged to expense as the programs are broadcast.
NET REVENUES
Net revenues comprise gross revenues, including a Network service fee
payable to the Network by the affiliated stations, less agency commissions and
an allocation of Network revenues to the affiliates. Gross revenues and the
related agency commissions and allocation to the affiliates are recognized when
advertising spots are broadcast. No one advertiser represented more than 10% of
gross advertising revenues of the Company in 1997, 1996 or 1995.
F-12
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EARNINGS PER SHARE
In December 1997, the Company adopted the Statement of Financial Accounting
Standards (SFAS) No. 128 "EARNINGS PER SHARE," which supersedes Accounting
Principles Board (APB) Opinion No. 15 "EARNINGS PER SHARE" for calculating
earnings per share. Under the guidelines of SFAS No. 128, 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 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.
COMMON STOCK SPLIT
On December 3, 1997, the Board of Directors approved a two-for-one stock
split for all common stockholders of record as of December 17, 1997. The common
stock split became effective on January 12, 1998, and 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
In the normal course of business, the Company engaged in significant
transactions with the Network during the period January 1, 1996, through October
2, 1996, and during the year ended December 31, 1995, and through various other
agreements with the Principal Stockholders, as described below.
(A) THE COMPANY
NETWORK AFFILIATION AGREEMENTS
During the period January 1, 1996, through October 2, 1996, and during the
year ended December 31, 1995, pursuant to Network Affiliation Agreements, the
Network acted as the Company's exclusive sales representative for the sale of
all national spot and Network advertising. The Network allocated a portion of
Network advertising revenues to the Company's stations based on a formula.
National spot sales represent time sold on behalf of the Company's stations by
sales representatives employed by the Network.
F-13
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
3. RELATED PARTY TRANSACTIONS (CONTINUED)
Proceeds of Network sales were remitted to the Company by the Network, net of an
agency commission and a Network service fee, as described below. Under UCI, the
arrangements described above continued through December 31, 1997.
The Network was obligated to offer programming to the Company and its
Affiliated Stations for a minimum of 84 hours per week. For this service, during
the period January 1, 1996, through October 2, 1996, and in 1995, the Company
incurred a Network service fee due the Network of 38% of its net local, national
and Network sales revenues, subject to certain adjustments. The Network received
two minutes of air time for its own use each hour, for which no compensation was
received by the Company. Under UCI, the arrangements described above continued
through December 31, 1997. Net revenues for the period January 1, 1996, through
October 2, 1996, and for the year ended December 31, 1995, include $114,117,000
and $140,465,000, respectively, in gross revenues, representing the Company's
allocation of Network sales, partially offset by a Network service fee of
$86,320,000 and $105,274,000 for the period January 1, 1996, through October 2,
1996, and for the year ended December 31, 1995, respectively.
(B) PRINCIPAL STOCKHOLDERS
Senior Subordinated Debt and Subordinated Notes Payable--see Note 5.
SPONSOR LOANS
Prior to the Reorganization, and in connection with the acquisition of UTG
and the Network and the related financing, Televisa and Venevision had agreed to
provide loans to UTG approximately 15 days after the end of each quarter in
amounts as required by its senior lenders subject to certain thresholds (as
defined) on UTG and the Network ("Sponsor Loans"). The obligation to make such
loans terminated when the Company and the Network distributed to the Principal
Stockholders the aggregate amount of $100,000,000 through dividends or other
distributions (the "Return of Initial Financing"). Each Sponsor Loan was
subordinated to all bank debt and Senior Subordinated Notes (third-party
acquisition financing), had an initial term of 15 years, bore interest at a rate
of the lesser of the prime rate or 10% and required no payment of interest or
principal until maturity. The Sponsor Loans were guaranteed by the Network and
PTIH. Such guarantees were subordinated to the Network guarantee of third-party
acquisition financing. Upon the Return of Initial Financing, the holders of the
Sponsor Loans could convert them to conversion notes, which would have been
similar to the Sponsor Loans with respect to subordination and interest but
would have been payable in seven annual installments, subject to certain
restrictions. The Sponsor Loans were made quarterly in arrears approximately 15
days after quarter end. During 1996 and 1995, Sponsor Loans were made totaling
$38,381,000 and $45,251,000, respectively. As of October 2, 1996, and December
31, 1995, accrued interest on these loans totaled $18,356,000 and $11,052,000,
respectively. On October 2, 1996, in connection with the Reorganization, the
Company paid the principal and interest on all outstanding Sponsor Loans.
In March 1996 and December 1995, Televisa and Venevision assigned to the
Network $5,074,000 and $4,670,000, respectively, of Sponsor Loans owed to them
by the Company. The assignment was in lieu of payment for program production
costs, under the Program Cost Sharing Agreements, to be incurred by the Network
in the first and second quarters of 1996. This assignment was shown as a
reduction to the Company's Sponsor Loans amount and an increase in the Due to
the Network liability. The payment for
F-14
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
3. RELATED PARTY TRANSACTIONS (CONTINUED)
production costs for the third-quarter of 1996 of $4,500,000 was offset against
the third-quarter license fee payment due under the Program License Agreement.
PROGRAM LICENSE AGREEMENTS
In connection with the Reorganization, the Program License Agreements were
amended, the Program Cost Sharing Agreement (which required Televisa and
Venevision to reimburse the Company for one-half of the cost of certain
productions produced or acquired by the Company) was terminated and the
management fee to the principal Stockholders of 3% of Combined Net Time Sales
(as defined in the Program License Agreement) was eliminated. Under the amended
Program License Agreements, the royalty rate is 11% of Combined Net Time Sales
from the date of Reorganization through December 31, 1996, 13.5% for 1997 and
15% for all years thereafter until the termination of the agreements on December
17, 2017.
4. PROPERTY AND EQUIPMENT
Property and equipment, and accumulated depreciation and amortization,
consist of the following as of December 31, 1997 and 1996 (in thousands):
1997 1996
---------- ----------
Land and improvements................................................. $ 6,981 $ 6,174
Building and improvements............................................. 23,576 19,200
Broadcast equipment................................................... 63,572 50,587
Leased transponder equipment.......................................... 41,577 41,503
Other equipment....................................................... 12,177 7,175
Construction in progress.............................................. 13,488 917
---------- ----------
161,371 125,556
Accumulated depreciation and amortization............................. (37,518) (22,183)
---------- ----------
$ 123,853 $ 103,373
---------- ----------
---------- ----------
F-15
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
5. DEBT
Long-term debt (excluding capital leases) consists of the following as of
December 31, 1997 and 1996 (in thousands):
1997 1996
---------- ----------
Bank Term Facility.................................................... $ 360,000 $ 400,000
Revolving Credit Facility............................................. 55,000 38,000
Junior Subordinated Notes payable including accrued interest.......... 67,685 60,160
Other................................................................. 651 987
---------- ----------
483,336 499,147
Less current portion.................................................. (59,413) (40,339)
---------- ----------
Long-term debt........................................................ $ 423,923 $ 458,808
---------- ----------
---------- ----------
In connection with the Reorganization, the Company entered into a new bank
facility (the "New Bank Facility") with a syndicate of commercial banks and
other lenders. The New Bank Facility consists of a $400,000,000 amortizing term
loan (the "Term Facility") with a final maturity of December 31, 2003, and a
$200,000,000 reducing revolving credit facility (the "Revolving Credit
Facility") maturing on the same date.
The New Bank Facility will also permit the lenders thereunder to advance up
to an additional $250,000,000 of term loans (the "Incremental Facility"),
although there are no commitments at this time to lend any such additional
amounts.
The Term Facility began amortizing in 1997, under which $40,000,000 was paid
in 1997 and $49,000,000 is required to be paid during 1998. The Revolving Credit
Facility will have quarterly scheduled reductions in availability beginning in
1999. If any loans are made available under the Incremental Facility, such loans
will be amortized beginning on March 31, 1999, and will be repaid in full on or
before August 31, 2004.
At December 31, 1997, the Company had approximately $64,000,000 available
under the New Bank Facility in addition to the Incremental Facility.
In addition to the scheduled amortization of the Term Facility and scheduled
reductions of the Revolving Credit Facility described above, 66 2/3% of "excess
cash flow" of the Company (50% if certain leverage tests are satisfied) will be
applied each year, first to ratably reduce loans made under the Term Facility
and the Incremental 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 will ratably reduce each remaining installment or
scheduled reduction of the Term Facility, the Revolving Credit Facility or the
Incremental Facility.
The New Bank Facility may be voluntarily prepaid by the Company at any time
without premium or penalty.
Loans made under the New 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 (Libor) loans range from 0.35% to 1.00% per annum.
Furthermore, there are no interest rate
F-16
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
5. DEBT (CONTINUED)
margins applicable to prime rate loans. At December 31, 1997, the interest rate
applicable to the Company's Eurodollar loans was approximately 6.50%, which
includes an interest rate margin cost of 0.50%. The interest rate applicable to
all prime rate loans was 8.50%.
The Company has entered into interest rate cap agreements to reduce the
impact of changes in interest rates on its Term Facility, which are determined
by the Eurodollar interest rate plus a margin of 0.35% to 1.00%. The Company has
two interest rate cap agreements with commercial banks covering a total notional
principal amount of $220,000,000 of its Term Facility. The agreements
effectively limit the Company's Eurodollar interest rate exposure to 7% on
$220,000,000 of the Term Facility. The fee for the interest rate protection
agreements of $462,000 was capitalized as a deferred financing cost and is being
amortized over two years, the period of the agreements, on a straight-line
basis.
The New Bank Facility is guaranteed by the Company's subsidiaries and is
secured by a security interest in substantially all of the personal property
assets of the Company and its subsidiaries (subject to limitations of federal
law in the case of FCC licenses of the O&Os).
The New Bank Facility contains limitations on the incurrence of debt and
liens by the Company and its subsidiaries, 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 Company's prior bank facility ("Old Bank Facility"), which totaled
$400,000,000, consisted of a $180,000,000 five-year amortizing term loan, a
$70,000,000 six-year revolving credit loan, a $30,000,000 six-year term loan, a
$20,000,000 five-and one-half-year term loan and a $100,000,000
five-and-one-half year term loan available under a revolving credit facility,
which was never borrowed against. Interest on the Old Bank Facility was payable
on fixed-rate borrowings at maturity of the borrowing, up to a maximum of three
months, and payable quarterly on floating-rate loans. At December 31, 1995,
interest rates were 6.60% to 8.50% on the Old Bank Facility.
The Junior Subordinated Notes, which have a face value of $10,306,000 and
$61,094,000 and bear simple interest at 7%, were originally payable by PTIH and
UNHP, respectively, to Hallmark Cards, Inc. ("Hallmark") in connection with the
acquisition from Hallmark (the "Junior Subordinated Notes"). 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. As part of the acquisition
of the Network, the Company acquired the obligation under the Junior
Subordinated Notes with the face value of $61,094,000 during 1996. The Junior
Subordinated Notes were discounted at an effective rate of approximately 12.5%
in accordance with the purchase method of accounting. The discounts on the
Junior Subordinated Notes with a face value of $71,400,000 are $28,896,000 and
$31,424,000 at December 31, 1997 and 1996, respectively. The discounts, which
are shown as a reduction of the related debt, are being amortized under the
interest method over the term of the Junior Subordinated Notes.
During 1996 and as part of the Reorganization, the Company purchased and
defeased the Senior Subordinated Notes. The Senior Subordinated Notes were
scheduled to mature on January 15, 2001, and
F-17
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
5. DEBT (CONTINUED)
were subordinate to all Senior Indebtedness of the Company, including amounts
outstanding under the Old Bank Facility. The Senior Subordinated Notes accrued
interest at a rate of 11 3/4%, payable semi-annually on January 15 and July 15.
As part of the Reorganization, the Company paid the balance of the Related
Party Senior Subordinated Notes. The Related Party Senior Subordinated Notes
represented notes due to affiliates of Televisa and Venevision. The notes were
scheduled to mature on December 16, 2003, and were subordinate to all Senior
Indebtedness of the Company, including amounts outstanding under the Old Bank
Facility. The Notes accrued interest at a rate equal to the AFR average rate,
which was 6.99% at December 31, 1995. Also, notes to the Principal Stockholders
(at the PCI level) that were scheduled to mature on December 17, 2003, accrued
interest at a rate of 6.36%.
As part of the Reorganization, the Company paid the balance of the Related
Party Subordinated Debt. The Related Party Subordinated Debt represented debt
due to affiliates of Televisa and Venevision. The notes were scheduled to mature
on December 16, 2005, and were subordinate to all indebtedness of the Company,
including amounts outstanding under the Old Bank Facility. The Related Party
Subordinated Debt accrued interest at a rate equal to 0.5% per annum in excess
of the AFR average rate, which was 7.49% at December 31, 1995. Also, notes to
Principal Stockholders that were scheduled to mature on December 31, 2005,
accrued interest at a rate of 6.86%.
The accrued interest payable on the Related Party Senior Subordinated Notes
and the Related Party Subordinated Debt was $12,120,000 at December 31, 1995.
Interest expense was $5,484,000 in 1996 and $3,962,000 in 1995.
As part of the Reorganization, the Company paid the balance of the Senior
Subordinated Debt-Principal Stockholders (at the PTIH level). The Senior
Subordinated Debt-Principal Stockholders was scheduled to mature on December 16,
2003, and was subordinate to all Senior Indebtedness of the Company, including
amounts outstanding under the Old Bank Facility. The Senior Subordinated Debt-
Principal Stockholders accrued interest at a rate of 6.6% and was payable on
December 16, 2003. The debt arose from the preferred stock dividends which were
declared by PTIH to the minority stockholders effective December 31, 1995. These
dividends were reflected as minority interest in the Company's 1995 financial
statements.
Long-term debt matures as follows (in thousands):
AMOUNT
----------
Year ending December 31:
1998.............................................................................. $ 59,413
1999.............................................................................. 49,238
2000.............................................................................. 58,000
2001.............................................................................. 68,000
2002.............................................................................. 145,685
Thereafter........................................................................ 103,000
----------
Total............................................................................. $ 483,336
----------
----------
F-18
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
5. DEBT (CONTINUED)
The Company estimates that the fair value of the bank debt and the Junior
Subordinated Notes at December 31, 1997, approximates book value.
Interest expense, net, reflected in the accompanying consolidated statements
of operations, comprises the following for the years ended December 31, (in
thousands):
1997 1996 1995
--------- --------- ---------
Bank Facility................................................ $ 29,270 $ 17,249 $ 16,884
Senior Subordinated Notes.................................... -- 11,048 11,519
Junior Subordinated Notes.................................... 7,525 964 857
Sponsor Loans................................................ -- 7,304 7,298
Related party................................................ -- 5,484 3,962
Capital leases (see Note 6).................................. 3,775 913 --
Other--net................................................... (423) (1,271) (298)
--------- --------- ---------
$ 40,147 $ 41,691 $ 40,222
--------- --------- ---------
--------- --------- ---------
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 capital lease obligations
through 2011. The following is a schedule by year of future annual rentals under
operating and capital leases as of December 31, 1997 (in thousands):
OPERATING CAPITAL
LEASES LEASES
----------- ----------
Year ending December 31:
1998................................................................... $ 8,072 $ 6,276
1999................................................................... 7,661 6,336
2000................................................................... 7,188 6,336
2001................................................................... 6,745 6,336
2002................................................................... 5,767 6,336
Thereafter............................................................. 43,391 31,742
----------- ----------
Total minimum lease payments........................................... $ 78,824 63,362
-----------
-----------
Less interest and executory costs...................................... (23,903)
----------
Total present value of minimum lease payments.......................... 39,459
Current portion........................................................ (2,552)
----------
Capital lease obligation, net of current portion....................... $ 36,907
----------
----------
Rent expense totaled $8,320,000 in 1997, $4,900,000 in 1996 and $4,460,000
in 1995.
The Company had an agreement with Nielsen Media Research ("Nielsen") to
provide television audience measurement services for a five-year period which
began in November 1992. Pursuant to this agreement, the Network was obligated to
pay Nielsen a total of $18,400,000 in increasing annual amounts
F-19
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
6. COMMITMENTS (CONTINUED)
from November 1992 through October 1997. The Company is currently negotiating a
new contract with Nielsen to continue the service. As of December 31, 1997 and
1996, accrued liabilities include $753,000 and $2,970,000, respectively, related
to these agreements.
As of December 31, 1997, the Company is committed to pay amounts
approximating $4,680,000, pursuant to talent contracts, through December 31,
1998. These payments do not include amounts payable upon the attainment of
certain annual revenue levels or upon the performance of other contractual
provisions. Concurrent with the Reorganization, Venevision and Televisa agreed
to fund a total of $250,000 per year (one-half of the costs) of a certain
retirement obligation to be paid to one of the personnel subject to a long-term
talent contract. The Company has acquired the Spanish-language broadcast rights
in the U.S. to all 64 of the 1998 World Cup Soccer Championship Games from a
Televisa subsidiary. The terms call for a fixed payment of $25,000,000 in total,
to be paid in four equal installments during May, June, August and September
1998. 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 games.
The Company and Televisa are continuing to explore the cooperative
production of NON-NOVELA programming, including but not limited to levels of
production and financial commitments of each party. On October 31, 1997, the
Company entered into a non binding letter of intent with Home Shopping Network,
Inc., to form a joint venture to create and operate a live Spanish-language
television shopping service intended for distribution in the United States,
Latin America, Portugal and Spain. The terms of a definitive agreement are being
negotiated, and the United States business is expected to begin operations in
the first half of 1998.
7. EMPLOYEE BENEFITS
The Company has a 401(k) retirement savings plan (the "Plan") covering all
eligible employees who have completed one year of service. The Plan allows the
employees to defer a portion of their annual compensation, and the Company may
match a portion of the employees' contributions. During 1997, 1996 and 1995, the
Company made matching contributions to the Plan totaling $1,430,000, $817,000
and $478,000, respectively. Effective January 1, 1998, the Company will match
100% of the first 6% of eligible compensation that employees will contribute to
the plan. This represents an increase over the 1997, 1996 and 1995 matching,
during which time the Company matched 75% of the first 4% of an employee's
contribution.
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, primarily located in Miami and acquired October 2, 1996,
accounted for 49% of the Company's gross advertising revenues in 1997 and 22% in
1996. The Network accounted for 52% of trade accounts receivable as of December
31, 1997 and 1996. The Company's television station serving Los
F-20
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
8. CONTINGENCIES (CONTINUED)
Angeles, California, accounted for 18%, 29% and 36% of the Company's gross
advertising revenues in 1997, 1996 and 1995, respectively, and 16% and 18% of
trade accounts receivable as of December 31, 1997 and 1996, respectively. The
Company's television station serving Miami, Florida, accounted for 10%, 15% and
20% of the Company's gross advertising revenues in 1997, 1996 and 1995,
respectively, and 9% and 8% of trade accounts receivable as of December 31, 1997
and 1996, 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 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 (benefit) for the years ended December 31, 1997 and 1996 comprises the
following charges (benefits)(in thousands):
1997 1996
----------- ---------
Provision relating to debt extinguishment............................... $ -- $ 5,485
Current:
Federal............................................................... -- --
State................................................................. 2,300 229
Deferred:
Federal............................................................... (19,044) --
State................................................................. (2,721) --
----------- ---------
Total................................................................... $ (19,465) $ 5,714
----------- ---------
----------- ---------
No income taxes were provided in 1995, as the Company had a loss for both
financial reporting and tax purposes. In 1996, the provision relating to debt
extinguishment is based on an effective rate of 40%. This tax provision is
offset by an income tax benefit arising from the extraordinary loss on the
extinguishment of debt. The deferred income tax benefit in 1997 comprises a
federal and state provision of approximately $34,355,000, offset by a benefit of
approximately $56,120,000 resulting from the decrease in the valuation
allowance.
The Company accounts for income taxes under the liability method pursuant to
Statement of Financial Accounting Standards (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 used for income tax purposes. Significant
components of
F-21
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
9. INCOME TAXES (CONTINUED)
the Company's deferred tax assets and liabilities as of December 31, 1997 and
1996 are as follows (in thousands):
1997 1996
--------- -----------
Deferred tax assets:
Tax basis of property and equipment in excess of book basis........... $ 18,900 $ 25,000
Accrued insurance and litigation...................................... 2,300 3,500
Accrued vacation...................................................... 800 700
Deferred compensation................................................. 2,400 2,600
Purchase accounting accruals.......................................... 1,300 1,500
Allowance for bad debts............................................... 700 3,400
Charitable contributions carryforwards................................ 1,400 900
Alternative minimum tax credit........................................ 1,800 --
Other differences..................................................... 3,246 1,900
Net operating loss carryforwards...................................... 20,200 47,000
--------- -----------
Total deferred tax assets............................................. 53,046 86,500
Valuation allowance for deferred tax assets........................... -- (79,500)
--------- -----------
Net deferred tax assets............................................... $ 53,046 $ 7,000
--------- -----------
--------- -----------
At December 31, 1997, the Company has net operating loss carryforwards of
approximately $26,600,000 that expire in years 2002 through 2005, resulting from
the 1992 acquisitions. The tax benefit relating to the recognition of these
items has been applied to reduce goodwill related to the acquisitions. The
Company also has net operating loss carryforwards of approximately $27,600,000
for income tax purposes, which were generated subsequent to the above-mentioned
acquisitions and expire in years 2007 through 2011. At December 31, 1996, the
Company recorded net deferred tax assets of $7,000,000 that management believed,
more likely than not, would result in tax benefits being realized from these net
operating loss carryforwards. At December 31, 1997, based on three consecutive
quarters of consistent profits and an evaluation of continuing profitability
into the future, the Company has eliminated the valuation allowance, resulting
in a book deferred tax benefit of $56,120,000 and a reduction of intangible
assets of $23,380,000.
Concurrent with the Offering and Reorganization, the Company recorded
goodwill of approximately $203,000,000, representing the consideration given in
excess of the net assets related to the acquisition of the minority interests in
PTIH and the Network. 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, at December 31,
1997, the Company has remaining intangible assets of approximately $630,800,000
that are being amortized over the next 20 years. For tax purposes, the Company
has remaining intangible assets of approximately $98,900,000, of which
$9,100,000 is expected to be deductible in 1998 and the balance is expected to
be deductible over 15 years. The nondeductible intangible amortization
difference was approximately $18,500,000 for the year ended December 31, 1997.
F-22
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
9. INCOME TAXES (CONTINUED)
For the year ended December 31, 1997, a reconciliation of the federal
statutory tax rate to the Company's effective tax rate is as follows:
Federal statutory tax rate......................................... 35.0%
State and local income taxes, net of federal tax benefit........... 5.4
Junior Subordinated Notes.......................................... 1.2
Goodwill amortization.............................................. 13.5
Other.............................................................. 2.4
---------
57.5
Decrease in deferred tax asset valuation allowance................. (88.1)
---------
Total effective tax rate........................................... (30.6)%
---------
---------
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 (loss) before
extraordinary loss on extinguishment of debt" required by SFAS No. 128 (Earnings
Per Share):
(Dollars in thousands, except for share and per-share data):
FOR THE YEAR ENDED 1997 FOR THE YEAR ENDED 1996
---------------------------------------- ----------------------------------------
INCOME SHARES PER-SHARE INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
------------ ------------- ----------- ------------ ------------- -----------
Income before extraordinary
loss......................... $ 83,159 $ 18,593
Less preferred stock
dividends.................... (561) --
------------ ------------
Basic Earnings Per Share Income
before extraordinary loss per
share available to common
stockholders................. 82,598 85,238,518 $ 0.97 18,593 85,224,360 $ 0.22
----- -----
----- -----
Effect of Dilutive Securities
Warrants..................... -- 28,795,768 -- 28,779,416
Options...................... -- 1,576,826(a) -- 1,423,262
Convertible Preferred Stock
(b)........................ 561 734,225 -- 162,622
------------ ------------- ------------ -------------
Diluted Earnings Per Share
Income before extraordinary
loss per share available to
common stockholders.......... $ 83,159 116,345,337 $ 0.71 $ 18,593 115,589,660 $ 0.16
------------ ------------- ----- ------------ ------------- -----
------------ ------------- ----- ------------ ------------- -----
F-23
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
10. EARNINGS PER SHARE (CONTINUED)
FOR THE YEAR ENDED 1995
----------------------------------------
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
------------ ------------- -----------
Loss before extraordinary loss........................................... $ (9,388)
Less preferred stock dividends........................................... --
------------
Basic Earnings Per Share
Loss before extraordinary loss per share available to common
stockholders......................................................... (9,388) 4,560,210 $ (2.06)
-----------
-----------
Effect of Dilutive Securities
Warrants............................................................... -- -- (c)
------------ -------------
Diluted Earnings Per Share
Loss before extraordinary loss per share available to common
stockholders......................................................... $ (9,388) 4,560,210 $ (2.06)
------------ ------------- -----------
------------ ------------- -----------
- ------------------------
(a) Options of 2,320,000 shares granted on December 12, 1997, were excluded as
common stock equivalents, since the average market price of the Class A
common stock during the 1997 fourth quarter was lower than the exercise
price of the options and the inclusion of the potential shares would be
antidilutive. No options were granted by the Company prior to September 26,
1996.
(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 $16.34375.
(c) The Company had a loss before the extraordinary loss on extinguishment of
debt. Therefore, the warrants were excluded from the computation of Diluted
EPS because the inclusion of the potential shares would be antidilutive.
In 1997, the Company adopted SFAS No. 128 "Earnings per Share," effective
December 15, 1997 (see Note 2). As a result, the Company's reported primary and
fully diluted earnings per share for 1996 and
F-24
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
10. EARNINGS PER SHARE (CONTINUED)
1995 were restated. The effect of this accounting change on previously reported
income (loss) per share before extraordinary loss available to common
stockholders is as follows:
INCOME (LOSS) PER
SHARE BEFORE
EXTRAORDINARY LOSS
AVAILABLE TO
COMMON STOCKHOLDERS
--------------------
1996 1995
--------- ---------
Primary Earnings Per Share as reported.................................. $ 0.16 $ (2.06)
Effect of SFAS No. 128.................................................. 0.06 --
--------- ---------
Basic Earnings Per Share................................................ $ 0.22 $ (2.06)
--------- ---------
--------- ---------
Fully diluted Earnings Per Share as reported............................ $ 0.16 $ (2.06)
Effect of SFAS No. 128.................................................. -- --
--------- ---------
Diluted Earnings Per Share.............................................. $ 0.16 $ (2.06)
--------- ---------
--------- ---------
11. EARLY EXTINGUISHMENT OF DEBT
During the six months ended June 30, 1996, UTG purchased at a premium
$12,650,000 face amount of its Senior Subordinated Notes, resulting in an
extraordinary loss of $1,181,000, including the write-off of the related
financing costs. During the quarter ended September 30, 1996, UTG purchased at a
premium $11,775,000 face amount of its Senior Subordinated Notes, resulting in
an extraordinary loss of $931,000, including the write-off of the related
financing costs. The remaining face amount on the Senior Subordinated Notes of
$67,625,000 was defeased on September 30, 1996, resulting in an extraordinary
loss of $11,601,000, including the write-off of the remaining related financing
cost balance of $8,946,000. As a result, in 1996, UTG purchased and defeased at
a premium $92,050,000 face amount of its Senior Subordinated Notes, resulting in
a total extraordinary loss of $13,713,000, including the write-off of the
related, previously deferred, financing costs. The related income tax benefits
associated with these extraordinary losses were $5,485,000 in 1996.
During 1995, UTG purchased at a premium $7,550,000 face amount of its Senior
Subordinated Notes, resulting in a total extraordinary loss of $801,000,
including the write-off of the related, previously deferred, financing costs.
There were no related income tax benefits associated with the extraordinary loss
in 1995.
12. PREFERRED STOCK
The Company has 10,000,000 shares of Preferred stock, $.01 par value,
authorized at December 31, 1997 and 1996. The Company has 12,000 shares of
redeemable convertible 6% preferred stock, $.01 par value, issued and
outstanding at December 31, 1997. These shares were outstanding and held in
escrow at December 31, 1996. At December 31, 1997, the Company had accrued
preferred stock dividends of $120,000.
The 12,000 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 annual
F-25
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
12. PREFERRED STOCK (CONTINUED)
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 $16.34375. 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.
13. THE OFFERING AND REORGANIZATION
On September 26, 1996, UCI's initial public offering (the "Offering") of
18,791,500 shares of its Class A Common Stock was declared effective. In
connection with the Offering, on October 2, 1996, the operations of UTG and the
Network were combined and the ownership was reorganized under UCI.
Concurrent with the Offering, the Company exchanged PCI preferred stock and
PTIH common and preferred stock outstanding for PCI common stock, resulting in
253,332 common shares outstanding prior to the Reorganization.
The Company consummated the following transactions concurrent with the
Offering and Reorganization:
(a) On September 30, 1996, the Company entered into the New Bank Facility,
repaid $164,900,000 owed under the Old Bank Facility and terminated the Old
Bank Facility;
(b) On September 30, 1996, the Company defeased UTG's Senior Subordinated Notes
by, among other things, depositing $74,200,000 with the trustee under the
indenture governing such notes;
(c) On September 30, 1996, the Network made a distribution to its partners in
the amount of $60,000,000. UCI advanced the Network $60,000,000 to fund this
distribution;
(d) On September 30, 1996, the Program License Agreements were amended, the
Program Cost Sharing Agreement (which required Televisa and Venevision to
reimburse the Company for one-half of the cost of certain productions
produced or acquired by the Company) was terminated and the management fee
to the Principal Stockholders of 3% of Combined Net Time Sales was
eliminated. Under the amended Program License Agreements, the royalty rate
was 11% from October 1, 1996, through December 31, 1996, and will increase
to 13.5% for 1997 and to 15% for all years thereafter;
(e) On October 2, 1996, the Company acquired the Network from its partners in
exchange for 19,014.5 shares of Common Stock and $40,000,000 in cash and UTG
became a wholly owned subsidiary of the Company. The Company effected a
dividend of 227 shares on each share of Class P Common Stock, Class T Common
Stock and Class V Common Stock, and the warrants were adjusted to reflect
the new capital structure of the Company;
(f) On October 2, 1996, the Company paid $88,000,000 to the Principal
Stockholders and their affiliates, representing payment of outstanding
principal of and accrued interest on certain debentures and accrued
dividends on certain preferred stock issued by the Company and its
subsidiaries in connection with the Acquisition, and approximately
$43,000,000 to the Principal Stockholders and their affiliates,
F-26
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
13. THE OFFERING AND REORGANIZATION (CONTINUED)
representing full payment of outstanding principal of, and interest on,
certain notes issued in payment of certain accrued dividends as of December
31, 1995;
(g) On October 2, 1996, the Company paid $149,000,000 to Televisa and
Venevision, representing full payment of outstanding principal of, and
accrued interest on, all amounts owed to them by UTG with respect to Sponsor
Loans made subsequent to the Acquisition, and the obligations to make the
Sponsor Loans terminated;
(h) On October 2, 1996, the Company paid $15,300,000 to Televisa, representing
full payment of outstanding principal of, and accrued interest on, the note
issued by the Company as of July 1, 1996, to Televisa as payment for the
acquisition of Galavision. This acquisition was accounted for under the
purchase method of accounting, and accordingly, Galavision's operating
results have been included with the Company's since October 3, 1996.
14. 1996 PERFORMANCE AWARD PLAN
In 1996, the Company adopted a 1996 Performance Award 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 Statement of Financial Accounting Standards (SFAS)
No. 123 "Accounting for Stock-Based Compensation." Accordingly, no compensation
cost has been recognized for the Plan. Had compensation cost for the Company's
Plan been determined based on the fair value at the grant date for awards in
1997 and 1996 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 EPS DILUTED EPS
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)
Net income available to common stock--as reported..................... $ 82,598 $ 10,365 $ 83,159 $ 10,365
Net income available to common stock--pro forma....................... 76,545 8,892 77,106 8,892
EPS available to common stock--as reported............................ 0.97 0.12 0.71 0.09
EPS available to common stock--pro forma.............................. 0.90 0.10 0.66 0.08
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 1997 and 1996, respectively: dividend yield of 0%
and 0%, expected volatility of 29.736% and 31.865%, risk-free interest rate of
5.86% and 6.02% and expected life of five and three years.
Under the Plan approved by the Board of Directors and stockholders, the
maximum number of shares of Class A Common Stock that may be granted is
11,000,000. The maximum number of shares that may be granted to any individual
during any calendar year is 1,000,000. For 1996, the maximum number of shares
that could be granted was 4,000,000. Thereafter, the maximum number is 2,750,000
shares per year, excluding any awards, if any, granted to an eligible employee
who is hired in that year to become the chief executive officer of the Company.
The Plan provides that shares granted come from the Company's authorized but
unissued Class A Common Stock and any shares of its Class A Common Stock held as
F-27
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
14. 1996 PERFORMANCE AWARD PLAN (CONTINUED)
treasury shares. Grants may be in the form of either nonqualified stock options,
incentive stock options, stock appreciation rights, restricted stock 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
10 years from the date granted. Unless approved by the Board of Directors, no
award may vest more quickly than 25% per year, other than in the case of options
issued in connection with the Offering or awards granted in lieu of cash
bonuses, which may vest at the rate of 50% per year.
Information regarding the Performance Award Plan for 1997 and 1996 is as
follows:
1997 1996
---------- ----------
Number of shares under stock options:
Outstanding at beginning of year.................................. 3,868,000 --
Granted........................................................... 2,525,000 3,868,000
Exercised......................................................... (75,000) --
Canceled.......................................................... (24,000) --
---------- ----------
Outstanding at end of year........................................ 6,294,000 3,868,000
Available for grant at end of year................................ 4,631,000 7,132,000
Exercisable at end of year........................................ 2,104,000 --
Weighted average exercise price:
Granted........................................................... $32.85 $11.50
Exercised......................................................... $11.50 --
Canceled.......................................................... $11.50 --
Outstanding at end of year........................................ $20.07 $11.50
Exercisable at end of year........................................ $11.50 --
Weighted average fair value of options granted during the
period.......................................................... $12.24 $3.39
OPTIONS OUTSTANDING
--------------------------------------------------------
NUMBER OUTSTANDING WEIGHTED AVERAGE
AT REMAINING WEIGHTED AVERAGE
RANGE OF EXERCISE PRICES DECEMBER 31, 1997 CONTRACTUAL LIFE EXERCISE PRICE
- ------------------------------------ ------------------- ---------------- -----------------
$11.50 - $22.50..................... 3,974,000 8.7 years $ 11.86
$22.51 - $34.13..................... 2,320,000 10 years $ 34.13
OPTIONS EXERCISABLE
----------------------------------------
NUMBER EXERCISABLE AT WEIGHTED AVERAGE
RANGE OF EXERCISE PRICES DECEMBER 31, 1997 EXERCISE PRICE
- ----------------------------------------------------- --------------------- -----------------
$11.50 - $22.50...................................... 2,104,000 $ 11.50
During the year ended December 31, 1997, 75,000 options were exercised for
75,000 shares of Class A Common Stock, resulting in a change to Common Stock of
$750 and to Paid-in-capital of $1,423,250, which included a tax benefit
associated with the transactions of $562,000.
F-28
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
15. QUARTERLY FINANCIAL INFORMATION (UNAUDITED):
1ST 2ND 3RD 4TH
1997 QUARTER QUARTER QUARTER QUARTER TOTAL YEAR
- ----------------------------------------------------- --------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
Net revenues......................................... $ 85,601 $ 122,327 $ 113,940 $ 137,873 $ 459,741
Income (loss) before extraordinary loss.............. (2,270) 27,514 25,127 32,788 83,159
Net income (loss).................................... (2,270) 27,514 25,127 32,788 83,159
Net income (loss) applicable to common
stockholders....................................... (2,292) 27,334 24,948 32,608 82,598
EARNINGS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS:
Basic Earnings Per Share
Income (loss) before extraordinary loss............ $ (0.03) $ 0.32 $ 0.29 $ 0.38 $ 0.97
Net income (loss).................................. $ (0.03) $ 0.32 $ 0.29 $ 0.38 $ 0.97
Diluted Earnings Per Share
Income (loss) before extraordinary loss............ $ (0.03) $ 0.24 $ 0.21 $ 0.28 $ 0.71
Net income (loss).................................. $ (0.03) $ 0.24 $ 0.21 $ 0.28 $ 0.71
1996
- -----------------------------------------------------
Net revenues......................................... $ 39,191 $ 52,229 $ 48,462 $ 104,976(a) $ 244,858
Income (loss) before extraordinary loss.............. (3,673) 4,567 2,458 15,241(a) 18,593
Extraordinary (loss) Income.......................... (283) (362) (10,913) 3,330(b) (8,228)
Net income (loss).................................... (3,956) 4,205 (8,455) 18,571(a) 10,365
Net income (loss) applicable to common
stockholders....................................... (3,956) 4,205 (8,455) 18,571(a) 10,365
EARNINGS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS:
Basic Earnings Per Share
Income (loss) before extraordinary loss............ $ (0.81) $ 1.00 $ 0.54 $ 0.18 $ 0.22
Net income (loss).................................. $ (0.87) $ 0.92 $ (1.85) $ 0.22 $ 0.12
Diluted Earnings Per Share
Income (loss) before extraordinary loss............ $ (0.81) $ 0.14 $ 0.07 $ 0.13 $ 0.16
Net income (loss).................................. $ (0.87) $ 0.13 $ (0.25) $ 0.16 $ 0.09
- ------------------------
(a) Effective October 2, 1996, UCI acquired and consolidated the results of
operations of the Network for the year ended 1996. As a result, significant
variances exist when the results for the fourth quarter and year ended 1996
are compared to those for the year ended 1995. For the period of October 3,
1996, to December 31, 1996, the Network generated net revenues of $51,067,
operating income of $12,065 and net income of $7,817.
(b) Extraordinary loss reported, net of tax and subject to interperiod tax
allocation (see Notes 9 and 11).
F-29