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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 March 31, 2003

 

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

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes ý    No o

        There were 160,328,687 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 April 21, 2003.





UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

INDEX

 
  Page

Part I—Financial Information:

 

 
 
Financial Introduction

 

3
   
Item 1.    Consolidated Financial Statements

 

 
   
Condensed Consolidated Balance Sheets at March 31, 2003 (Unaudited) and
December 31, 2002

 

4
   
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)
for the three months ended March 31, 2003 and 2002

 

5
   
Condensed Consolidated Statements of Cash Flows (Unaudited) for the
three months ended March 31, 2003 and 2002

 

6
   
Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

7
   
Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

 

15
   
Item 3.    Quantitative and Qualitative Disclosures About Market Risk

 

24
   
Item 4.    Controls and Procedures

 

24

Part II—Other Information:

 

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

 

24
   
Item 6.    Exhibits and Reports on Form 8-K

 

25

2


Part I

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/A for December 31, 2002.

3



Part I, Item 1


UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per-share data)

 
  March 31,
2003

  December 31,
2002

 
 
  (Unaudited)

   
 
ASSETS              
Current assets:              
  Cash   $ 44,345   $ 35,651  
  Accounts receivable, net     211,064     238,587  
  Program rights     39,998     36,453  
  Deferred tax assets     14,584     14,584  
  Prepaid expenses and other     57,975     59,683  
   
 
 
    Total current assets     367,966     384,958  
Property and equipment, net     469,690     477,854  
Intangible assets, net     1,477,040     1,425,168  
Goodwill, net     514,273     506,411  
Deferred financing costs, net     16,311     17,260  
Program rights     36,856     36,700  
Investments in unconsolidated subsidiaries     508,116     517,176  
Other assets     34,606     36,869  
   
 
 
Total assets   $ 3,424,858   $ 3,402,396  
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY              
Current liabilities:              
  Accounts payable and accrued liabilities   $ 156,124   $ 160,433  
  Income taxes     239     2,140  
  Accrued interest     12,372     20,550  
  Accrued license fees     13,074     11,794  
  Deferred advertising revenues     4,250     4,250  
  Program rights obligations     17,151     18,647  
  Current portion of long-term debt and capital lease obligations     5,514     5,408  
   
 
 
    Total current liabilities     208,724     223,222  
Long-term debt including accrued interest     1,371,922     1,353,312  
Capital lease obligations     77,505     78,921  
Deferred advertising revenues     8,647     9,710  
Program rights obligations     29,542     32,909  
Deferred tax liabilities     128,074     115,500  
Other long-term liabilities     28,378     30,734  
   
 
 
Total liabilities     1,852,792     1,844,308  
   
 
 
Stockholders' equity:              
  Preferred stock, $.01 par value (10,000,000 shares authorized; 0 issued and outstanding)          
  Common stock, $.01 par value (1,040,000,000 shares authorized; 229,185,775 and 229,129,275 shares issued including shares in treasury at March 31, 2003 and December 31, 2002, respectively)     2,292     2,291  
  Paid-in-capital     1,220,963     1,219,884  
  Retained earnings     370,770     358,011  
  Currency translation adjustment     234     95  
   
 
 
      1,594,259     1,580,281  
  Less common stock held in treasury (1,017,180 shares at cost at March 31, 2003 and December 31, 2002)     (22,193 )   (22,193 )
   
 
 
    Total stockholders' equity     1,572,066     1,558,088  
   
 
 
Total liabilities and stockholders' equity   $ 3,424,858   $ 3,402,396  
   
 
 

See Notes to Condensed Consolidated Financial Statements.

4



UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

For the Three Months Ended March 31,

(Dollars in thousands, except share and per-share data)

(Unaudited)

 
  2003
  2002
 
Net revenues              
  Television and Internet services   $ 234,172   $ 211,774  
  Music products and publishing     27,483     2,675  
   
 
 
Total net revenues     261,655     214,449  
   
 
 
  Direct operating expenses of television and Internet services     102,636     90,805  
  Direct operating expenses of music products and publishing     15,425     1,591  
   
 
 
Total direct operating expenses (excluding depreciation expense)     118,061     92,396  
   
 
 
Selling, general and administrative expenses (excluding depreciation expense)     76,387     67,233  
Depreciation and amortization     19,792     14,172  
   
 
 
Operating income     47,415     40,648  
Interest expense, net     18,592     21,449  
Amortization of deferred financing costs     951     982  
Equity loss in unconsolidated subsidiaries and other     6,496     6,663  
Loss (gain) on change in Entravision ownership interest     296     (1,748 )
   
 
 
Income before taxes     21,080     13,302  
Provision for income taxes     8,321     5,703  
   
 
 
Net income     12,759     7,599  
Preferred stock dividend accretion         (25 )
   
 
 
Net income available to common stockholders     12,759     7,574  
Other comprehensive income:              
Currency translation adjustment income     139      
   
 
 
Comprehensive income available to common stockholders   $ 12,898   $ 7,574  
   
 
 
Basic Earnings Per Share              
Net income per share available to common stockholders   $ 0.06   $ 0.04  
   
 
 
Weighted average common shares outstanding     228,139,567     213,979,011  
   
 
 
Diluted Earnings Per Share              
Net income per share available to common stockholders   $ 0.05   $ 0.03  
   
 
 
Weighted average common shares outstanding     257,434,556     252,373,988  
   
 
 

See Notes to Condensed Consolidated Financial Statements.

5



UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31,

(Dollars in thousands)

(Unaudited)

 
  2003
  2002
 
Net income   $ 12,759   $ 7,599  
Adjustments to reconcile net income to net cash from operating activities:              
  Depreciation     16,591     13,850  
  Loss on sale of fixed assets     6     221  
  Equity loss in unconsolidated subsidiaries     6,855     4,675  
  Amortization of intangible assets and deferred financing costs     4,152     1,304  
  Deferred income taxes     3,274     2,803  
  Non-cash items     (977 )   (984 )
Changes in assets and liabilities:              
  Accounts receivable     27,523     (3,721 )
  License fees payable     33,031     28,395  
  Payment of license fees     (31,751 )   (27,618 )
  Program rights     1,178     (23,588 )
  Prepaid expenses and other assets     (10,829 )   1,991  
  Accounts payable and accrued liabilities     (6,309 )   (12,334 )
  Income taxes     12,482     (31,290 )
  Income tax benefit from options exercised     283     21,810  
  Accrued interest     (8,178 )   (5,470 )
  Program rights obligations     (4,863 )   23,177  
  Other, net     (2,416 )   578  
   
 
 
Net cash provided by operating activities     52,811     1,398  
   
 
 
Cash flow from investing activities:              
  Station acquisitions     (53,010 )   (652,236 )
  Capital expenditures     (11,320 )   (31,009 )
  Investment in unconsolidated subsidiaries     2,203     (61 )
  Proceeds from sale of fixed assets     2     163  
   
 
 
Net cash used in investing activities     (62,125 )   (683,143 )
   
 
 
Cash flow from financing activities:              
  Proceeds from issuance of long-term debt     106,000     360,000  
  Repayment of long-term debt     (88,786 )   (61,201 )
  Exercise of options     796     26,455  
  Increase in deferred financing costs     (2 )   (107 )
   
 
 
Net cash provided by financing activities     18,008     325,147  
   
 
 
Net increase (decrease) in cash     8,694     (356,598 )
Cash beginning of period     35,651     380,829  
   
 
 
Cash end of period   $ 44,345   $ 24,231  
   
 
 
Supplemental disclosure of cash flow information:              
  Interest paid   $ 25,658   $ 26,132  
   
 
 
  Income taxes (refunded) paid   $ (6,893 ) $ 12,183  
   
 
 

See Notes to Condensed Consolidated Financial Statements.

6



UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2003

(Unaudited)

1.    Organization of the Company

        Univision Communications Inc. and its wholly owned subsidiaries (the "Company," "we," "us" and "our"), the leading Spanish-language media company in the United States, operates in three business segment; television, music and Internet. The Company's operations include Univision Network, the most-watched Spanish-language television network in the United States; Univision Television Group ("UTG"), which owns and operates 17 full-power and 7 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 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 16 full-power and 12 low-power television stations ("TTG O&Os"), including full-power stations in 9 of the top 15 U.S. Hispanic markets; Galavisión, the country's leading Spanish-language cable network; Univision Music Group, which includes the Univision Music label, Fonovisa record label 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 approximately 97% of all U.S. Hispanic households through UTG O&Os, Univision Network's affiliates (17 full-power and 33 low-power stations) and cable affiliates. TeleFutura Network's signal covers approximately 75% of all U.S. Hispanic households through TTG O&Os, TeleFutura Network's affiliates (2 full-power and 25 low-power stations) and cable affiliates.

2.    Recent Developments

        On February 19, 2003, the Company acquired the assets of a full-power television station in Fresno, California for $35,000,000 from Paxson Communications Inc. The funds for the station purchase came primarily from the Company's revolving credit facility.

        On February 27, 2003, the Company entered into an asset purchase agreement to acquire a full-power television station in Albuquerque, New Mexico for $20,000,000 from Paxson Communications Inc. The Company is awaiting FCC approval. The funds for the station purchase will come primarily from the Company's revolving credit facility.

        On March 31, 2003, the Company acquired the stock of a full-power television station in Raleigh, North Carolina for $19,000,000 from Bahakel Communications, Inc. The funds for the station purchase came primarily from the Company's revolving credit facility.

        The Company has agreed to acquire Hispanic Broadcasting Corporation ("HBC') pursuant to a definitive merger agreement dated June 11, 2002 in which each share of HBC common stock would be exchanged for the right to receive 0.85 of a share of the Company Class A common stock. HBC is the largest Spanish-language radio broadcaster in the United States. As a result of the merger, we expect to issue approximately 93 million Class A common shares and we expect to reserve approximately 5 million shares for issuance pursuant to HBC stock options that we would assume in the acquisition.

        On February 28, 2003, the stockholders of the Company and of HBC approved the previously announced acquisition of HBC by the Company. On March 26, 2003, the Company reached an agreement with the United States Department of Justice ("DOJ") pursuant to which the Company would exchange all of its shares of capital stock of Entravision for shares of a new class of non-voting

7



preferred stock of Entravision that would not have any consent or other voting rights other than the right to approve (a) a merger, consolidation, business combination, reorganization, dissolution, liquidation, or termination of Entravision; (b) the direct or indirect disposition by Entravision of any interest in any FCC license with respect to any Company-affiliated television station; (c) any amendment of Entravision's charter documents adversely affecting such preferred stock; and (d) any issuance of additional shares of such preferred stock. Any shares of such preferred stock that are transferred by the Company (other than to its affiliates) would automatically convert into Class A common stock of Entravision; in addition, such shares can be converted by the Company immediately prior to any transfer to a non-affiliate. The Company has agreed to work with Entravision to convert the preferred stock into a new but substantially similar class of common stock if such new class of common stock is authorized. In addition, the Company would be required to sell enough of its Entravision stock so that the Company's ownership of Entravision does not exceed 15% by March 26, 2006 and 10% by March 26, 2009. The agreement with the DOJ will have no impact on the Company's existing television station affiliation agreements with Entravision. The transaction will close upon approval by the Federal Communications Commission.

3.    Changes in Common Stock and Redeemable Convertible Preferred Stock

        During the three months ended March 31, 2003, options were exercised for 56,500 shares of Class A Common Stock, resulting in an increase to Common Stock of $565 and an increase to Paid-in-capital of $1,079,000, which included a tax benefit associated with the transactions of $283,000.

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"):

 
  Three Months Ended March 31, 2003
  Three Months Ended March 31, 2002
 
  Income
(Numerator)

  Shares
(Denominator)

  Per-Share
Amount

  Income
(Numerator)

  Shares (Denominator)
  Per-Share
Amount

 
  (Dollars in thousands, except for share and per-share data):

Net income   $ 12,759             $ 7,599          
Less preferred stock dividend accretion                   (25 )        
   
           
         
Basic Earnings Per Share:                                
Net income per share available to common stockholders     12,759   228,139,567   $ 0.06     7,574   213,979,011   $ 0.04
             
           
Effect of Dilutive Securities                                
Warrants       27,404,638             28,006,441      
Options       1,890,351             3,796,403      
Convertible Preferred Stock                 25   6,592,133      
   
 
       
 
     
Diluted Earnings Per Share:                                
Net income per share available to common stockholders   $ 12,759   257,434,556   $ 0.05   $ 7,599   252,373,988   $ 0.03
   
 
 
 
 
 

8


        In December 2002, the Financial Accounting Standards Board issued SFAS No. 148 "Accounting for Stock-Based Compensation—Transition and Disclosure." SFAS No. 148 amends SFAS No. 123 "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair-value for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS No. 148 is effective for financial statements issued for 2003. As allowed by SFAS No. 123, the Company follows the disclosure requirements of SFAS No. 123, but continues to account for its employee stock option plans in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," which results in no charge to earnings when options are issued at fair market value.

        Had compensation cost for the Company's 1996 Performance Award Plan been determined based on the fair value at the grant date for awards in the three months ended March 31, 2003 and 2002 consistent with the provisions of SFAS No. 123, as amended by SFAS No. 148, the Company's net income and earnings per share available to common stockholders would have been reduced to the pro forma amounts indicated below:

 
  Three Months Ended March 31,
 
 
  Basic Earnings Per Share
  Diluted Earnings Per Share
 
 
  2003
  2002
  2003
  2002
 
 
  (In thousands, except per-share data)

 
Net income available to common stockholders—as reported   $ 12,759   $ 7,574   $ 12,759   $ 7,599  
Stock-based employee compensation, net of tax     7,495     9,571     7,495     9,571  
   
 
 
 
 
Net income available to common stockholders—pro forma   $ 5,264   $ (1,997 ) $ 5,264   $ (1,972 )
   
 
 
 
 
Earnings per share available to common stockholders—as reported   $ 0.06   $ 0.04   $ 0.05   $ 0.03  
   
 
 
 
 
Earnings per share available to common stockholders—pro forma   $ 0.02   $ (0.01 ) $ 0.02   $ (0.01 )
   
 
 
 
 

        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 for the three months ended March 31, 2003 and 2002, respectively: dividend yield of 0%, expected volatility of 49.497% and 45.284%, risk-free interest rate of 3.27% and 4.61% and expected life of six years. The Company currently uses graded (accelerated) vesting as its amortization policy, which results in higher compensation expense in the early years of the vesting period.

5.    Business Segments

        The Company's principal business segment is television broadcasting, which includes the operations of the Company's Univision Network, TeleFutura Network, Galavisión and owned-and-operated stations. The Company launched Univision Online, its Internet portal during the third quarter of 2000.

9



In April 2001, the Company also launched Univision Music Group, its music publishing and recording division. The Company manages its television, music and Internet businesses separately based on the fundamental differences in their operations. Presented below is segment information pertaining to the Company's television, music and Internet businesses.

 
  Three Months Ended
March 31,

 
 
  2003
  2002
 
 
  (Dollars in thousands)

 
Net revenue:              
  Television   $ 231,439   $ 209,163  
  Music     27,483     2,675  
  Internet     2,733     2,611  
   
 
 
    Consolidated     261,655     214,449  
   
 
 
Direct expenses:              
  Television     98,910     86,993  
  Music     15,425     1,591  
  Internet     3,726     3,812  
   
 
 
    Consolidated     118,061     92,396  
   
 
 
Selling, general and administrative expenses:              
  Television     65,294     62,068  
  Music     8,491     2,279  
  Internet     2,602     2,886  
   
 
 
    Consolidated     76,387     67,233  
   
 
 
Depreciation and amortization:              
  Television     15,449     12,776  
  Music     3,016     25  
  Internet     1,327     1,371  
   
 
 
    Consolidated     19,792     14,172  
   
 
 
Operating income (loss):              
  Television     51,786     47,326  
  Music     551     (1,220 )
  Internet     (4,922 )   (5,458 )