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
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Page |
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|---|---|---|---|---|
Part IFinancial Information: |
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Financial Introduction |
3 |
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Item 1. Consolidated Financial Statements |
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Condensed Consolidated Balance Sheets at March 31, 2003 (Unaudited) and December 31, 2002 |
4 |
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Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) for the three months ended March 31, 2003 and 2002 |
5 |
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Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2003 and 2002 |
6 |
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Notes to the Condensed Consolidated Financial Statements (Unaudited) |
7 |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
15 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
24 |
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Item 4. Controls and Procedures |
24 |
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Part IIOther Information: |
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Item 4. Submission of Matters to a Vote of Security Holders |
24 |
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Item 6. Exhibits and Reports on Form 8-K |
25 |
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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 CompensationTransition 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, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Basic Earnings Per Share |
Diluted Earnings Per Share |
|||||||||||
| |
2003 |
2002 |
2003 |
2002 |
|||||||||
| |
(In thousands, except per-share data) |
||||||||||||
| Net income available to common stockholdersas 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 stockholderspro forma | $ | 5,264 | $ | (1,997 | ) | $ | 5,264 | $ | (1,972 | ) | |||
| Earnings per share available to common stockholdersas reported | $ | 0.06 | $ | 0.04 | $ | 0.05 | $ | 0.03 | |||||
| Earnings per share available to common stockholderspro 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, |
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|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
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| |
(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 | ) | |||||