UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2002 |
Commission File Number: 001-12223 |
UNIVISION COMMUNICATIONS INC.
(Exact Name of Registrant as specified in its charter)
Delaware |
No. 95-4398884 |
|
| (State of Incorporation) | (I.R.S. Employer Identification) |
Univision Communications Inc.
1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
Tel: (310) 556-7676
(address and telephone number of principal executive offices)
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 ý No o
There were 160,215,687 shares of Class A Common Stock, 37,462,390 shares of Class P Common Stock, 13,593,034 shares of Class T Common Stock and 17,837,164 of Class V Common Stock outstanding as of July 19, 2002.
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
INDEX
| |
Page |
|||
|---|---|---|---|---|
Part IFinancial Information: |
||||
Financial Introduction |
3 |
|||
Item 1. Consolidated Financial Statements |
||||
Condensed Consolidated Balance Sheets at June 30, 2002 (Unaudited) and December 31, 2001 |
4 |
|||
Condensed Consolidated Statements of Income (Unaudited) for the three and six months ended June 30, 2002 and 2001 |
5 |
|||
Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2002 and 2001 |
6 |
|||
Notes to the Condensed Consolidated Financial Statements (Unaudited) |
7 |
|||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
14 |
|||
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
24 |
|||
Part IIOther Information: |
||||
Item 4. Submission of Matters to a Vote of Security Holders |
24 |
|||
Item 6. Exhibits and Reports on Form 8-K |
24 |
|||
2
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
Financial Introduction
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements. The interim financial statements are unaudited but include all adjustments, which are of a normal recurring nature, that management considers necessary to fairly present the financial position and the results of operations for such periods. Results of operations of interim periods are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited consolidated financial statements in the Company's Annual Report on Form 10-K for December 31, 2001.
3
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share data)
| |
June 30, 2002 |
December 31, 2001 |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| |
(Unaudited) |
|
|||||||
| ASSETS | |||||||||
| Current assets: | |||||||||
| Cash | $ | 40,401 | $ | 380,829 | |||||
| Accounts receivable, net | 271,382 | 162,592 | |||||||
| Program rights | 32,536 | 22,653 | |||||||
| Prepaid expenses and other assets | 50,231 | 30,019 | |||||||
| Total current assets | 394,550 | 596,093 | |||||||
| Property and equipment, net | 466,715 | 445,483 | |||||||
| Intangible assets, net | 1,709,851 | 1,489,073 | |||||||
| Goodwill, net | 197,274 | 43,022 | |||||||
| Deferred financing costs, net | 19,142 | 20,935 | |||||||
| Program rights | 30,067 | 18,862 | |||||||
| Investment in unconsolidated subsidiaries | 486,985 | 535,777 | |||||||
| Other assets | 12,971 | 14,299 | |||||||
| Total assets | $ | 3,317,555 | $ | 3,163,544 | |||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
| Current liabilities: | |||||||||
| Accounts payable and accrued liabilities | $ | 174,952 | $ | 120,021 | |||||
| Accrued interest | 19,959 | 18,348 | |||||||
| Accrued license fee | 11,068 | 10,562 | |||||||
| Deferred advertising revenues | 4,250 | 4,250 | |||||||
| Program rights obligations | 14,277 | 4,135 | |||||||
| Taxes payable | 1,497 | 20,334 | |||||||
| Current portion of long-term debt and capital lease obligations | 97,667 | 92,030 | |||||||
| Total current liabilities | 323,670 | 269,680 | |||||||
| Long-term debt | 1,317,669 | 985,509 | |||||||
| Note payable due USA Broadcasting | | 592,175 | |||||||
| Capital lease obligations | 81,686 | 84,334 | |||||||
| Deferred advertising revenues | 11,835 | 13,960 | |||||||
| Program rights obligations | 22,042 | 10,919 | |||||||
| Deferred tax liabilities | 36,954 | 5,657 | |||||||
| Other long-term liabilities | 30,760 | 18,530 | |||||||
| Total liabilities | 1,824,616 | 1,980,764 | |||||||
| Redeemable convertible preferred stock, $.01 par value, with a conversion rate of 28.252 to Class A Common Stock (375,000 shares issued and outstanding at December 31, 2001) | | 369,500 | |||||||
| Stockholders' equity: | |||||||||
| Preferred stock, $.01 par value (10,000,000 shares authorized; 0 issued and outstanding) | | | |||||||
| Common stock, $.01 par value (492,000,000 shares authorized; 229,108,275 and 210,479,125 shares issued including shares in treasury, at June 30, 2002 and December 31, 2001, respectively) | 2,291 | 2,105 | |||||||
| Paid-in-capital | 1,219,430 | 561,860 | |||||||
| Retained earnings | 293,385 | 271,508 | |||||||
| Currency translation adjustment | 26 | | |||||||
| 1,515,132 | 835,473 | ||||||||
| Less common stock held in treasury (1,017,180 shares at cost at June 30, 2002 and December 31, 2001) | (22,193 | ) | (22,193 | ) | |||||
| Total stockholders' equity | 1,492,939 | 813,280 | |||||||
| Total liabilities and stockholders' equity | $ | 3,317,555 | $ | 3,163,544 | |||||
See Notes to Condensed Consolidated Financial Statements.
4
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Three and Six Months Ended June 30,
(In thousands, except share and per-share data)
(Unaudited)
| |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2002 |
2001 |
2002 |
2001 |
|||||||||
| Net revenues | $ | 322,796 | $ | 237,524 | $ | 537,245 | $ | 432,389 | |||||
| Direct operating expenses | 157,917 | 85,913 | 250,313 | 175,328 | |||||||||
| Selling, general and administrative expenses | 78,084 | 57,582 | 145,317 | 115,254 | |||||||||
| Depreciation and amortization | 23,075 | 18,946 | 37,247 | 36,918 | |||||||||
| Operating income | 63,720 | 75,083 | 104,368 | 104,889 | |||||||||
| Interest expense, net | 22,185 | 9,242 | 43,634 | 19,185 | |||||||||
| Amortization of deferred financing costs | 950 | 339 | 1,932 | 677 | |||||||||
| Equity loss in unconsolidated subsidiaries and other | 738 | 6,468 | 7,401 | 17,327 | |||||||||
| Gain on change in Entravision ownership interest | (235 | ) | (448 | ) | (1,983 | ) | (3,560 | ) | |||||
| Income before taxes, extraordinary loss and cumulative effect of accounting change of unconsolidated subsidiary | 40,082 | 59,482 | 53,384 | 71,260 | |||||||||
| Provision for income taxes | 17,892 | 30,579 | 23,595 | 36,350 | |||||||||
| Income before extraordinary loss and cumulative effect of accounting change of unconsolidated subsidiary | 22,190 | 28,903 | 29,789 | 34,910 | |||||||||
| Extraordinary loss on extinguishment of debt, net of tax | | (330 | ) | | (330 | ) | |||||||
| Cumulative effect of accounting change of unconsolidated subsidiary, net of tax | 589 | | (7,887 | ) | - | ||||||||
| Net income | 22,779 | 28,573 | 21,902 | 34,580 | |||||||||
| Preferred stock dividends/accretion | | | (25 | ) | (70 | ) | |||||||
| Net income available to common stockholders | 22,779 | 28,573 | 21,877 | 34,510 | |||||||||
| Other comprehensive income: | |||||||||||||
| Currency translation adjustment income | 26 | | 26 | | |||||||||
| Comprehensive income available to common stockholders | $ | 22,805 | $ | 28,573 | $ | 21,903 | $ | 34,510 | |||||
| Basic Earnings Per Share | |||||||||||||
| Income per share available to common stockholders before extraordinary loss and cumulative effect of accounting change of unconsolidated subsidiary | $ | 0.10 | $ | 0.14 | $ | 0.14 | $ | 0.17 | |||||
| Extraordinary loss on extinguishment of debt, net of tax | | | | | |||||||||
| Cumulative effect of accounting change of unconsolidated subsidiary per share | | | (0.04 | ) | | ||||||||
| Net income per share available to common stockholders | $ | 0.10 | $ | 0.14 | $ | 0.10 | $ | 0.17 | |||||
| Weighted average common shares outstanding | 227,009,699 | 207,924,960 | 220,530,351 | 207,175,859 | |||||||||
| Diluted Earnings Per Share | |||||||||||||
| Income per share available to common stockholders before cumulative effect of accounting change of unconsolidated subsidiary | $ | 0.09 | $ | 0.12 | $ | 0.12 | $ | 0.15 | |||||
| Extraordinary loss on extinguishment of debt, net of tax | | | | | |||||||||
| Cumulative effect of accounting change of unconsolidated subsidiary per share | | | (0.03 | ) | | ||||||||
| Net income per share available to common stockholders | $ | 0.09 | $ | 0.12 | $ | 0.09 | $ | 0.15 | |||||
| Weighted average common shares outstanding | 257,858,105 | 239,912,791 | 255,133,832 | 239,576,925 | |||||||||
See Notes to Condensed Consolidated Financial Statements.
5
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30,
(Dollars in thousands)
(Unaudited)
| |
2002 |
2001 |
||||||
|---|---|---|---|---|---|---|---|---|
| Net income | $ | 21,902 | $ | 34,580 | ||||
| Adjustments to reconcile net income to net cash from operating activities: | ||||||||
| Depreciation | 29,104 | 17,342 | ||||||
| Loss on sale of fixed assets | 238 | 8 | ||||||
| Equity loss in unconsolidated subsidiaries | 5,084 | 13,767 | ||||||
| Amortization of intangible assets and deferred financing costs | 10,076 | 20,253 | ||||||
| Extraordinary loss on extinguishment of debt, net of tax benefit | | 330 | ||||||
| Cumulative effect of accounting change of unconsolidated subsidiary | 7,887 | | ||||||
| Other non-cash items | (1,965 | ) | | |||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | (84,040 | ) | (21,564 | ) | ||||
| Deferred income taxes | 11,951 | 1,500 | ||||||
| License fees payable | 61,072 | 63,439 | ||||||
| Payment of license fees | (60,566 | ) | (64,542 | ) | ||||
| Program rights | (21,088 | ) | 1,727 | |||||
| Prepaid expenses and other assets | (5,750 | ) | 219 | |||||
| Accounts payable and accrued liabilities | 19,991 | 49,077 | ||||||
| Taxes payable | (26,151 | ) | (2,376 | ) | ||||
| Income tax benefit from options exercised | 23,480 | 21,854 | ||||||
| Accrued interest | 7,029 | 5,280 | ||||||
| Obligations for program rights | 21,265 | 188 | ||||||
| Other, net | (2,176 | ) | 138 | |||||
| Net cash provided by operating activities | 17,343 | 141,220 | ||||||
| Cash flow from investing activities: | ||||||||
| Station acquisitions | (666,933 | ) | (217,637 | ) | ||||
| Fonovisa acquisition | (1,275 | ) | | |||||
| Capital expenditures | (50,839 | ) | (40,848 | ) | ||||
| Investment in unconsolidated subsidiaries | 2,078 | (180,180 | ) | |||||
| Proceeds from sale of fixed assets | 163 | 4 | ||||||
| Other | (103 | ) | (492 | ) | ||||
| Net cash used in investing activities | (716,909 | ) | (439,153 | ) | ||||
| Cash flow from financing activities: | ||||||||
| Proceeds from issuance of long-term debt | 447,000 | 620,000 | ||||||
| Repayment of long-term debt | (117,429 | ) | (275,030 | ) | ||||
| Exercise of options | 29,706 | 17,081 | ||||||
| Preferred stock dividends paid | | (130 | ) | |||||
| Increase in deferred financing costs | (139 | ) | (1,595 | ) | ||||
| Net cash provided by financing activities | 359,138 | 360,326 | ||||||
| Net (decrease) increase in cash | (340,428 | ) | 62,393 | |||||
| Cash beginning of period | 380,829 | 54,528 | ||||||
| Cash end of period | $ | 40,401 | $ | 116,921 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Interest paid | $ | 32,896 | $ | 15,334 | ||||
| Income taxes paid | $ | 15,022 | $ | 15,776 | ||||
See Notes to Condensed Consolidated Financial Statements.
6
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2002
(Unaudited)
1. Organization of the Company
The operations of Univision Communications Inc. and its wholly owned subsidiaries (the "Company"), the leading Spanish-language media company in the United States, include Univision Network, the most-watched Spanish-language television network in the United States; Univision Television Group ("UTG"), which owns and operates 16 full-power and 6 low-power television stations ("UTG O&Os"), including full-power stations in 11 of the top 15 U.S. Hispanic markets; TeleFutura, which consists of the TeleFutura Network, a 24-hour Spanish-language television network designed to counter-program traditional Spanish-language lineups and draw additional viewers to Spanish language television and TeleFutura Television Group ("TTG"), which owns and operates 14 full-power and 14 low-power television stations ("TTG O&Os"), including full-power stations in 8 of the top 10 U.S. Hispanic markets; Galavisión, the country's leading Spanish-language cable network; Univision Music Group, which includes the Univision Music label, Fonovisa record labels and a 50% interest in Disa Records ("Disa"), one of the leading music publishing and recording companies in Mexico, and Univision Online, Inc. ("Univision Online"), which operates the Company's Internet portal, Univision.com. Univision Network's signal covers 97 percent of all U.S. Hispanic households through UTG O&Os, Univision Network's affiliates (17 full-power and 26 low-power stations) and cable affiliates. TeleFutura Network's signal covers approximately 72% of all U.S. Hispanic households through TTG O&Os and TeleFutura Network's affiliates (2 full-power and 17 low-power stations).
UTG's 15 full-power, Spanish-language television stations are located in Los Angeles, New York, Miami, Houston, Chicago, Dallas, San Francisco, San Antonio, Phoenix, Fresno, Sacramento, Cleveland, Atlanta, Philadelphia and Killeen, and the Company's one English-language, full-power television station is located in Bakersfield. UTG also owns and operates 6 low-power, Spanish-language television stations serving Austin, Bakersfield, Fort Worth, Phoenix, Santa Rosa and Tucson. The Company's Spanish-language television stations are affiliated with Univision Network, and the English-language station is affiliated with UPN (United Paramount Network).
The TTG's 14 full-power, Spanish-language television stations are located in Los Angeles, New York (2 stations), Miami, Houston, Chicago, Dallas, San Francisco, Phoenix, Washington, Tampa, Orlando, Boston, and Tucson. TTG also owns and operates 14 low-power, Spanish-language television stations serving Bakersfield (2 stations), Hartford, Lompoc, Paso Robles, Philadelphia, Phoenix, San Antonio (3 stations), San Luis Obispo, Santa Barbara, Santa Maria and Tucson.
2. Recent Developments
On June 12, 2002 the Company and Hispanic Broadcasting Corporation ("HBC"), the nation's leading Spanish-language radio television company, entered into a definitive merger agreement under which the Company will acquire Hispanic Broadcasting in an all-stock transaction. Under the agreement, each share of HBC common stock will be exchanged for a fixed 0.85 shares of Univision Class A common stock. The Company's shareholders will have approximately 73.5% and HBC's shareholders 26.5% of the combined company's fully-diluted economic ownership. The proposed merger is intended to qualify as a tax-free reorganization pursuant to Section 368(a) of the Internal Revenue Code. In addition to stockholder approval, the closing of the proposed merger is subject to clearance or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval of the Federal Communications Commission, and the
7
satisfaction of other customary closing conditions. If the merger agreement is terminated, either Univision or Hispanic Broadcasting, in specified circumstances, may be required to pay a termination fee of $100 million to the other.
On April 16, 2002, the Company acquired the stock of Fonovisa Inc., Fonovisa S.A. de C.V., America Musical S.A. de C.V. and Fonovisa de Centroamérica S.A. (collectively, "Fonovisa"). Fonovisa is considered to be one of the top record labels featuring Spanish-language music. The consideration consisted of 6,000,000 shares of Class A Common Stock and warrants to purchase an additional 100,000 shares of Class A Common Stock at an exercise price of $38.261 per share. The purchase agreement includes a working capital adjustment which is currently being negotiated. The Company expects this to be resolved by the end of 2002. The results of operations of Fonovisa are included in the accompanying condensed consolidated statement of income since April 16, 2002. The Company has made a preliminary allocation of the purchase price and expects that an appraisal of Fonovisa will be completed by the end of 2002.
| Purchase price | $ | 234,631,000 | ||
| Net assets acquired | (23,068,000 | ) | ||
| Acquisition costs and liabilities assumed | 4,714,000 | |||
| Intangible assets and goodwill | $ | 216,277,000 | ||
3. Changes in Common Stock and Redeemable Convertible Preferred Stock
During the three months ended June 30, 2002, options were exercised for 184,750 shares of Class A Common Stock, resulting in an increase to Common Stock of $1,848 and an increase to Paid-in-capital of $4,918,000, which included a tax benefit associated with the transactions of $1,670,000. During April 2002, the Company issued 6 million shares of Class A Common Stock for the acquisition of Fonovisa that resulted in an increase to Common Stock of $60,000 and to Paid-in-capital of $235,040,000. During the six months ended June 30, 2002, options were exercised for 2,034,650 shares of Class A Common Stock, resulting in an increase to Common Stock of $20,347 and an increase to Paid-in-capital of $53,166,000, which included a tax benefit associated with the transactions of $23,480,000. In February 2002, 375,000 redeemable convertible preferred stock shares held by Grupo Televisa, S.A. and its affiliates ("Televisa") were converted into a total of 10,594,500 shares of Class A Common Stock, resulting in an increase to Common Stock of approximately $106,000 and to Paid-in-capital of $374,894,000. In connection with the issuance of the redeemable convertible preferred stock, the Company incurred issuance costs of $5,555,000 primarily related to professional fees, which decreased Paid-in-capital. The Company recorded preferred stock dividend accretion of approximately $25,000 related to the $5,555,000 issuance costs, which increased Paid-in-capital.
8
4. Earnings Per Share
The following is the reconciliation of the basic and diluted earnings-per-share computations required by Statement of Financial Accounting Standards ("SFAS") No. 128 ("Earnings Per Share"):
(Dollars in thousands, except for share and per-share data):
| |
Three Months Ended June 30, 2002 |
Three Months Ended June 30, 2001 |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Income (Numerator) |
Shares (Denominator) |
Per-Share Amount |
Income (Numerator) |
Shares (Denominator) |
Per-Share Amount |
|||||||||||
| Income before extraordinary loss and cumulative effect of accounting change of unconsolidated subsidiary | $ | 22,190 | $ | 28,903 | |||||||||||||
| Basic Earnings Per Share Income per share available to common stockholders before extraordinary loss and cumulative effect of accounting change of unconsolidated subsidiary |
22,190 | 227,009,699 | $ | 0.10 | 28,903 | 207,924,960 | $ | 0.14 | |||||||||
| Effect of Dilutive Securities | |||||||||||||||||
| Warrants | | 27,716,623 | | 27,418,702 | |||||||||||||
| Options | | 3,131,783 | | 4,569,129 | |||||||||||||
| Diluted Earnings Per Share | |||||||||||||||||
| Income per share available to common stockholders before extraordinary loss and cumulative effect of accounting change of unconsolidated subsidiary | $ | 22,190 | 257,858,105 | $ | 0.09 | $ | 28,903 | 239,912,791 | $ | 0.12 | |||||||
9
(Dollars in thousands, except for share and per-share data):
| |
Six Months Ended June 30, 2002 |
Six Months Ended June 30, 2001 |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Income (Numerator) |
Six Months Ended Shares (Denominator) |
Per-Share Amount |
Income (Numerator) |
Shares (Denominator) |
Per-Share Amount |
|||||||||||
| Income before extraordinary loss and cumulative effect of accounting change of unconsolidated subsidiary | $ | 29,789 | $ | 34,910 | |||||||||||||
| Less preferred stock dividends/accretion | (25 | ) | (70 | ) | |||||||||||||
| Basic Earnings Per Share Income per share available to common stockholders before extraordinary loss and cumulative effect of accounting change of unconsolidated subsidiary | 29,764 | 220,530,351 | $ | 0.14 | 34,840 | 207,175,859 | $ | 0.17 | |||||||||
| Effect of Dilutive Securities | |||||||||||||||||
| Warrants | | 27,861,532 | | 27,418,239 | |||||||||||||
| Options | | 3,464,093 | | 4,693,215 | |||||||||||||
| Convertible Preferred Stock | 25 | 3,277,856 | |||||||||||||||