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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 September 30, 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 253,609,013 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 October 28, 2003.




UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

INDEX

 
  Page
Part I—Financial Information:    
 
Financial Introduction

 

2
   
Item 1. Consolidated Financial Statements

 

 
   
Condensed Consolidated Balance Sheets at September 30, 2003 (Unaudited) and
December 31, 2002

 

3
   
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2003 and 2002

 

4
   
Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2003 and 2002

 

5
   
Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

6
   
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

17
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

31
   
Item 4. Controls and Procedures

 

31

Part II—Other Information:

 

 

Item 1. Legal Proceedings

 

32

Item 6. Exhibits and Reports on Form 8-K

 

32

1



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.

      

2



Part I, Item 1

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share and per-share data)

 
  September 30,
2003

  December 31,
2002

 
 
  (Unaudited)

   
 
ASSETS  
Current assets:              
  Cash   $ 53,944   $ 35,651  
  Accounts receivable, net     308,315     238,587  
  Program rights     37,671     36,453  
  Prepaid expenses and other     79,948     74,267  
   
 
 
    Total current assets     479,878     384,958  

Property and equipment, net

 

 

523,708

 

 

477,854

 
Intangible assets, net     4,987,206     1,425,168  
Goodwill, net     1,417,946     506,411  
Deferred financing costs, net     14,487     17,260  
Program rights     41,097     36,700  
Investments in unconsolidated subsidiaries     141,300     488,584  
Investments at cost     364,587     28,592  
Other assets     43,107     36,869  
   
 
 
Total assets   $ 8,013,316   $ 3,402,396  
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY  
Current liabilities:              
  Accounts payable and accrued liabilities   $ 215,569   $ 160,433  
  Income taxes     11,613     2,140  
  Accrued interest     9,413     20,550  
  Accrued license fees     13,479     11,794  
  Deferred advertising revenues     4,250     4,250  
  Program rights obligations     22,447     18,647  
  Current portion of long-term debt and capital lease obligations     5,787     5,408  
   
 
 
    Total current liabilities     282,558     223,222  

Long-term debt including accrued interest

 

 

1,346,099

 

 

1,353,312

 
Capital lease obligations     74,526     78,921  
Deferred advertising revenues     6,523     9,710  
Program rights obligations     30,230     32,909  
Deferred tax liabilities     1,222,706     115,500  
Other long-term liabilities     28,227     30,734  
   
 
 
    Total liabilities     2,990,869     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; 322,470,001 and 229,129,275 shares issued including shares in treasury at September 30, 2003 and December 31, 2002, respectively)     3,225     2,291  
  Paid-in-capital     4,589,243     1,219,884  
  Deferred compensation     (2,580 )    
  Retained earnings     454,585     358,011  
  Accumulated other comprehensive income     167     95  
   
 
 
      5,044,640     1,580,281  
  Less common stock held in treasury (1,017,180 shares at cost at September 30, 2003 and December 31, 2002)     (22,193 )   (22,193 )
   
 
 
    Total stockholders' equity     5,022,447     1,558,088  
   
 
 
Total liabilities and stockholders' equity   $ 8,013,316   $ 3,402,396  
   
 
 

See Notes to Condensed Consolidated Financial Statements.

3


UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Three and Nine Months Ended September 30,
(Dollars in thousands, except share and per-share data)
(Unaudited)

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2003
  2002
  2003
  2002
 
Net revenues:                          
  Television, radio and Internet services   $ 295,358   $ 242,335   $ 820,587   $ 757,947  
  Music products and publishing     25,694     27,499     82,307     49,132  
   
 
 
 
 
Total net revenues     321,052     269,834     902,894     807,079  
   
 
 
 
 
  Direct operating expenses of television, radio and Internet services     111,138     95,202     321,377     335,165  
  Direct operating expenses of music products and publishing     15,134     14,282     47,636     24,632  
   
 
 
 
 
Total direct operating expenses (excluding depreciation expense)     126,272     109,484     369,013     359,797  
   
 
 
 
 
Selling, general and administrative expenses (excluding depreciation expense)     84,910     74,367     248,613     219,684  
Depreciation and amortization     19,935     21,656     59,175     58,903  
   
 
 
 
 
Operating income     89,935     64,327     226,093     168,695  
   
 
 
 
 
Interest expense, net     17,848     22,409     55,059     66,043  
Amortization of deferred financing costs     951     951     2,853     2,883  
Equity (gain) loss in unconsolidated subsidiaries and other     (681 )   4,763     7,337     12,164  
(Gain) loss on change in Entravision ownership interest     (154 )   146     (1,611 )   (1,837 )
   
 
 
 
 
Income before taxes     71,971     36,058     162,455     89,442  
Provision for income taxes     29,769     15,750     65,881     39,345  
   
 
 
 
 
Net income     42,202     20,308     96,574     50,097  
Preferred stock dividend accretion                 (25 )
   
 
 
 
 
Net income available to common stockholders     42,202     20,308     96,574     50,072  
Other comprehensive income, net of tax:                          
Currency translation adjustment (expense) income     (47 )   55     72     81  
   
 
 
 
 
Comprehensive income available to common stockholders   $ 42,155   $ 20,363   $ 96,646   $ 50,153  
   
 
 
 
 
Basic Earnings Per Share                          
Net income per share available to common stockholders   $ 0.18   $ 0.09   $ 0.42   $ 0.22  
   
 
 
 
 
Weighted average common shares outstanding     236,574,251     228,091,095     231,027,144     223,078,294  
   
 
 
 
 
Diluted Earnings Per Share                          
Net income per share available to common stockholders   $ 0.16   $ 0.08   $ 0.37   $ 0.20  
   
 
 
 
 
Weighted average common shares outstanding     266,691,131     257,346,284     260,701,446     255,887,004  
   
 
 
 
 

See Notes to Condensed Consolidated Financial Statement.

4


UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30,
(Dollars in thousands)
(Unaudited)

 
  2003
  2002
 
Net income   $ 96,574   $ 50,097  
Adjustments to reconcile net income to net cash from operating activities:              
  Depreciation     51,138     44,537  
  Loss on sale of fixed assets     41     234  
  Equity loss in unconsolidated subsidiaries     6,233     10,055  
  Amortization of intangible assets and deferred financing costs     10,891     17,249  
  Deferred income taxes     30,343     24,283  
  Non-cash items     (3,359 )   (2,944 )
Changes in assets and liabilities, net of assets acquired and liabilities assumed:              
  Accounts receivable     (3,706 )   (52,217 )
  License fees payable     113,858     94,155  
  Payment of license fees     (112,173 )   (91,530 )
  Program rights     1,945     (19,941 )
  Prepaid expenses and other assets     (212 )   (16,585 )
  Accounts payable and accrued liabilities     14,348     4,200  
  Income taxes     19,614     (22,991 )
  Income tax benefit from options exercised     5,040     23,480  
  Accrued interest     (11,137 )   50  
  Program rights obligations     (2,290 )   21,018  
  Other, net     (4,079 )   (5,433 )
   
 
 
Net cash provided by operating activities     213,069     77,717  
   
 
 
Cash flow from investing activities:              
  Station acquisitions     (103,886 )   (680,839 )
  Capital expenditures     (37,127 )   (69,744 )
  Investments in unconsolidated subsidiaries     (3,454 )   2,850  
  Proceeds from sale of fixed assets     48     167  
  Other     (81 )   (176 )
   
 
 
Net cash used in investing activities     (144,500 )   (747,742 )
   
 
 
Cash flow from financing activities:              
  Proceeds from long-term debt     276,000     542,000  
  Repayment of long-term debt     (335,567 )   (248,684 )
  Exercise of options     9,373     29,706  
  Increase in deferred financing costs     (82 )   (167 )
   
 
 
Net cash (used in) provided by financing activities     (50,276 )   322,855  
   
 
 
Net increase (decrease) in cash     18,293     (347,170 )
Cash beginning of period     35,651     380,829  
   
 
 
Cash end of period   $ 53,944   $ 33,659  
   
 
 
Supplemental disclosure of cash flow information:              
  Interest paid   $ 43,234   $ 62,928  
   
 
 
  Income taxes paid   $ 10,466   $ 15,315  
   
 
 

See Notes to Condensed Consolidated Financial Statements.

5



UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
September 30, 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 four business segments: television, radio, music and Internet. The Company's television operations include the Univision and TeleFutura networks, the Company's owned and operated television stations and Galavisión. Univision Radio, Inc. ("Univision Radio") operates the Company's radio business, which include its owned and operated radio stations. The Company's music operations include the Univision Music label, Fonovisa record label and a 50% interest in Disa Records ("Disa"). Univision Online, Inc. ("Univision Online") operates the Company's Internet portal, Univision.com.

2. Recent Developments

        On September 22, 2003, the Company completed its acquisition of Hispanic Broadcasting Corporation ("HBC") in which each share of HBC common stock was exchanged for 0.85 of a share of the Company's Class A common stock. HBC owns and/or operates 66 radio stations in 17 of the top 25 Hispanic markets and four stations in Puerto Rico. As a result of the merger, we issued approximately 92.7 million Class A common shares and we reserved approximately 5 million shares for issuance pursuant to HBC stock options that we assumed in the acquisition.

        As part of the consent decree pursuant to which the United States Department of Justice ("DOJ") approved the acquisition, we exchanged all of our shares of capital stock of Entravision Communications Corporation ("Entravision") for shares of a new class of non-voting preferred stock of Entravision that do 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 licenses 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) will 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 non-voting common stock if such new class of common stock is authorized. In addition, the Company is required to sell enough of its Entravision stock so that the Company's ownership of Entravision on a fully-converted basis, which includes full conversion of employee options and all convertible securities, does not exceed 15% by March 26, 2006 and 10% by March 26, 2009. The exchange will have no impact on the Company's existing television station affiliation agreements with Entravision. At September 30, 2003, the Company began accounting for its investment in Entravision under the cost method of accounting.

        In August 2003, the Company signed a letter of intent to exercise its option to acquire the leased building for its Los Angeles station for approximately $50,000,000. The current lease is capital lease accounted for on the Company's balance sheet. The Company expects the closing to take place in the first quarter of 2004. The funds for the purchase are expected to come from the Company's operations and its revolving credit facility.

6



        On September 30, 2003, the Company acquired the assets of a radio station in Chicago, Illinois for $32,000,000 from NextMedia Operating, Inc. Approximately $11,000,000 of the purchase price was paid by Hispanic Broadcasting Corporation prior to the merger. The remaining funds for the station purchase came primarily from the Company's cash on hand and its revolving credit facility.

3. Acquisition of Hispanic Broadcasting Corporation

        On September 22, 2003, in an effort to diversify into the radio industry, develop synergies and cross promote these businesses, the Company completed its acquisition of HBC in which each share of HBC common stock was exchanged for 0.85 of a share of the Company's Class A common stock. As a result of the merger, we issued approximately 92.7 million Class A common shares and we reserved approximately 5 million shares for issuance pursuant to HBC stock options that we assumed in the acquisition. The results of operations of Univision Radio have been included in the accompanying condensed consolidated statement of income since September 22, 2003. The Company has made a preliminary allocation of the purchase price. The 92.7 million shares were valued at $35.312, determined by taking the average market price per share of Univision common stock for the two days prior, the day of and two days subsequent to the announcement date (June 12, 2002) of the merger. The HBC options were valued at approximately $80,000,000 using the Black-Scholes option pricing model and the acquisition costs were approximately $30,000,000.

Purchase price, including acquisition costs   $ 3,383,276,000
Estimated net liabilities assumed     80,431,863
   
Estimated intangible assets (FCC licenses)   $ 3,463,707,863
   

        The Company is in the process of obtaining an appraisal of the assets acquired and liabilities assumed of Univision Radio. Based on the timing of the acquisition, the Company has preliminarily allocated all estimated intangible asset valuation to FCC licenses. In addition, the Company has recorded goodwill of $903,841,000 to provide for a deferred tax liability related to the temporary difference of the estimated identifiable intangible assets. Based on the results of the valuation, the Company may have a material reclassification on its future balance sheet between goodwill and FCC licenses, both of which are expected to have an indefinite life. In addition, there may be other identified intangibles that could have an impact on future expense. These reclassifications could have a material impact on the deferred tax liability referred to above. The appraisal is expected to be completed in the first half of 2004.

        The following unaudited pro forma information gives effect to the merger between the Company and Hispanic Broadcasting and assumes that the transaction had occurred as of the beginning of each period presented. The pro forma information is presented for informational purposes only. You should not rely on the pro forma information as an indication of the results of operations of future periods or the results that actually would have been realized had the companies been a single company during the periods presented. The pro forma information is based upon available information and upon certain assumptions that management of the Company believes are reasonable. The pro forma information includes adjustments that give effect to the merger under the purchase method of accounting. The pro

7



forma information does not reflect any pro forma adjustments for other business acquisitions in 2002 or 2003 by the Company or Hispanic Broadcasting, including the Company's acquisition of Fonovisa Music Group in April 2002, as they do not individually or in the aggregate exceed the threshold for reporting of a significant subsidiary. The pro forma information does not reflect any adjustments for synergies that the Company expects to realize commencing upon consummation of the acquisition.

 
  Nine Months Ended
September 30,

 
  2003
  2002
 
  (Dollars in thousands)

Net revenues   $ 1,106,829   $ 994,527

Net income

 

$

116,016

 

$

83,907

Basic Earnings Per Share

 

$

0.36

 

$

0.27

Diluted Earnings Per Share

 

$

0.33

 

$

0.24

        Pro forma net income includes merger costs incurred by HBC and charged to operating expenses of $14,355,000 on the nine months ended September 30, 2003 and $3,000,000 for the nine months ended September 30, 2002.

        On October 22, 2003 the National Hispanic Policy Institute ("NHPI") filed a notice of appeal with the United States Court of Appeals for the District of Columbia. The appellee is the Federal Communications Commission (the "FCC"). NHPI is challenging the FCC's decision consenting to the transfer of control of 62 radio stations from Hispanic Broadcasting Corporation to the Company. NHPI is seeking the Court of Appeals's reversal of the FCC's consent and remand for reconsideration.

4. Changes in Common Stock and Paid-in-capital

        During the three months ended September 30, 2003, options were exercised for 403,125 shares of Class A Common Stock, resulting in an increase to Common Stock of $4,031 and an increase to Paid-in-capital of $9,122,000, which included a tax benefit associated with the transactions of $3,579,000. During the nine months ended September 30, 2003, options were exercised for 663,075 shares of Class A Common Stock, resulting in an increase to Common Stock of $6,631 and an increase to Paid-in-capital of $14,406,000, which included a tax benefit associated with the transactions of $5,040,000. On September 22, 2003, the Company issued approximately 92.7 million shares of Class A Common Stock in connection with the acquisition of Hispanic Broadcasting Corporation that resulted in an increase to Common Stock of $927,000 and an increase to Paid-in-capital of $3,354,953,000.

8



5. 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
September 30, 2003

  Three Months Ended
September 30, 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)

Basic Earnings Per Share:                                
Net income   $ 42,202   236,574,251   $ 0.18   $ 20,308   228,091,095   $ 0.09
             
           
Effect of Dilutive Securities                                
Warrants       27,413,396             27,404,001      
Options       2,703,484             1,851,188      
   
 
       
 
     
Diluted Earnings Per Share:                                
Net income   $ 42,202   266,691,131   $ 0.16   $ 20,308   257,346,284   $ 0.08
   
 
 
 
 
 

 


 


Nine Months Ended
September 30, 2003


 

Nine Months Ended
September 30, 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   $ 96,574             $ 50,097          
Less preferred stock dividend accretion                   (25 )        
   
           
         
Basic Earnings Per Share:                                
Net income per share available to common stockholders     96,574   231,027,144   $ 0.42     50,072   223,078,294   $ 0.22
             
           
Effect of Dilutive Securities                                
Warrants       27,409,117             27,709,022      
Options       2,265,185             2,926,458      
Convertible Preferred Stock                 25   2,173,230