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
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Page |
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|---|---|---|---|---|
| Part IFinancial Information: | ||||
Financial Introduction |
2 |
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Item 1. Consolidated Financial Statements |
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Condensed Consolidated Balance Sheets at September 30, 2003 (Unaudited) and December 31, 2002 |
3 |
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Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2003 and 2002 |
4 |
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Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2003 and 2002 |
5 |
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Notes to the Condensed Consolidated Financial Statements (Unaudited) |
6 |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
17 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
31 |
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Item 4. Controls and Procedures |
31 |
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Part IIOther Information: |
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Item 1. Legal Proceedings |
32 |
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Item 6. Exhibits and Reports on Form 8-K |
32 |
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1
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
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, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
2003 |
2002 |
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| 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 |
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|---|---|---|---|---|---|---|---|---|
| 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, |
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|---|---|---|---|---|---|---|
| |
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 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Income (Numerator) |
Shares (Denominator) |
Per-Share Amount |
Income (Numerator) |
Shares (Denominator) |
Per-Share Amount |
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| |
(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 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
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 | ||||||||||||