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, 2004 | Commission File Number: 001-12223 |
UNIVISION COMMUNICATIONS INC.
(Exact Name of Registrant as specified in its charter)
| Delaware (State of Incorporation) |
No. 95-4398884 (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 255,024,087 shares of Class A Common Stock, including Company treasury stock, 36,962,390 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 9, 2004.
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, 2004 (Unaudited) and December 31, 2003 |
4 |
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Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) for the three months ended March 31, 2004 and 2003 |
5 |
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Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2004 and 2003 |
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 |
19 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
30 |
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Item 4. |
Controls and Procedures |
30 |
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Part IIOther Information: |
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Item 2. |
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
31 |
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Item 6. |
Exhibits and Reports on Form 8-K |
31 |
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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 for December 31, 2003.
3
Part I, Item 1
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share and per-share data)
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March 31, 2004 |
December 31, 2003 |
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|---|---|---|---|---|---|---|---|---|---|
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(Unaudited) |
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| ASSETS | |||||||||
| Current assets: | |||||||||
| Cash | $ | 70,981 | $ | 76,677 | |||||
| Accounts receivable, net | 291,627 | 320,106 | |||||||
| Program rights | 39,345 | 39,836 | |||||||
| Prepaid expenses and other | 87,391 | 83,947 | |||||||
| Total current assets | 489,344 | 520,566 | |||||||
Property and equipment, net |
567,225 |
555,469 |
|||||||
| Intangible assets, net | 4,127,979 | 3,773,099 | |||||||
| Goodwill, net | 2,309,756 | 2,192,840 | |||||||
| Deferred financing costs, net | 13,490 | 14,104 | |||||||
| Program rights | 30,749 | 37,402 | |||||||
| Investments in equity method investees | 63,448 | 139,199 | |||||||
| Investments in cost method investees | 369,681 | 364,587 | |||||||
| Other assets | 64,588 | 45,651 | |||||||
| Total assets | $ | 8,036,260 | $ | 7,642,917 | |||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
Current liabilities: |
|||||||||
| Accounts payable and accrued liabilities | $ | 191,134 | $ | 209,373 | |||||
| Income taxes | 19,222 | 6,050 | |||||||
| Accrued interest | 19,497 | 23,224 | |||||||
| Accrued license fees | 13,483 | 13,327 | |||||||
| Deferred advertising revenues | | 4,250 | |||||||
| Program rights obligations | 25,041 | 26,762 | |||||||
| Current portion of capital lease obligations | 4,856 | 5,647 | |||||||
| Total current liabilities | 273,233 | 288,633 | |||||||
Long-term debt including accrued interest |
1,408,202 |
1,295,078 |
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| Capital lease obligations | 25,850 | 73,268 | |||||||
| Deferred advertising revenues | | 5,460 | |||||||
| Program rights obligations | 24,165 | 25,579 | |||||||
| Deferred tax liabilities | 843,405 | 793,247 | |||||||
| Other long-term liabilities | 68,971 | 58,675 | |||||||
| Total liabilities | 2,643,826 | 2,539,940 | |||||||
| Noncontrolling interest | 254,179 | | |||||||
| 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; 323,416,675 and 323,245,149 shares issued, including shares in treasury, at March 31, 2004 and December 31, 2003, respectively) | 3,234 | 3,232 | |||||||
| Paid-in-capital | 4,615,824 | 4,611,048 | |||||||
| Deferred compensation | (2,262 | ) | (2,410 | ) | |||||
| Retained earnings | 544,991 | 513,438 | |||||||
| Accumulated other comprehensive losses | (1,339 | ) | (138 | ) | |||||
| 5,160,448 | 5,125,170 | ||||||||
| Less common stock held in treasury (1,017,180 shares at March 31, 2004 and December 31, 2003, respectively) | (22,193 | ) | (22,193 | ) | |||||
| Total stockholders' equity | 5,138,255 | 5,102,977 | |||||||
| Total liabilities and stockholders' equity | $ | 8,036,260 | $ | 7,642,917 | |||||
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)
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2004 |
2003 |
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|---|---|---|---|---|---|---|---|
| Net revenues: | |||||||
| Television, radio and Internet services | $ | 326,486 | $ | 234,172 | |||
| Music products and publishing | 26,398 | 27,483 | |||||
| Total net revenues | 352,884 | 261,655 | |||||
| Direct operating expenses of television, radio and Internet services | 132,080 | 102,636 | |||||
| Direct operating expenses of music products and publishing | 15,436 | 15,425 | |||||
| Total direct operating expenses (excluding depreciation expense) | 147,516 | 118,061 | |||||
| Selling, general and administrative expenses (excluding depreciation expense) | 115,231 | 76,387 | |||||
| Depreciation and amortization | 24,686 | 19,792 | |||||
| Operating income | 65,451 | 47,415 | |||||
| Other expense / (income): | |||||||
| Interest expense, net | 15,683 | 18,592 | |||||
| Amortization of deferred financing costs | 879 | 951 | |||||
| Stock dividend | (5,094 | ) | | ||||
| Equity loss in unconsolidated subsidiaries and other | 1,103 | 6,496 | |||||
| Loss on change in Entravision ownership interest | | 296 | |||||
| Income before taxes | 52,880 | 21,080 | |||||
| Provision for income taxes | 21,327 | 8,321 | |||||
| Net income | 31,553 | 12,759 | |||||
| Other comprehensive income (loss): | |||||||
| Currency translation adjustment | (1,201 | ) | 139 | ||||
| Comprehensive income | $ | 30,352 | $ | 12,898 | |||
| Basic Earnings Per Share | |||||||
| Net income per share | $ | 0.10 | $ | 0.06 | |||
| Weighted average common shares outstanding | 322,316,219 | 228,139,567 | |||||
| Diluted Earnings Per Share | |||||||
| Net income per share | $ | 0.09 | $ | 0.05 | |||
| Weighted average common shares outstanding | 353,120,883 | 257,434,556 | |||||
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)
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2004 |
2003 |
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|---|---|---|---|---|---|---|---|---|
| Net income | $ | 31,553 | $ | 12,759 | ||||
| Adjustments to reconcile net income to net cash from operating activities: | ||||||||
| Depreciation | 20,227 | 16,591 | ||||||
| Loss on sale of fixed assets | 202 | 6 | ||||||
| Equity loss in unconsolidated subsidiaries | 1,112 | 6,855 | ||||||
| Amortization of intangible assets and deferred financing costs | 5,338 | 4,152 | ||||||
| Deferred income taxes | 7,887 | 3,274 | ||||||
| Stock dividend | (5,094 | ) | | |||||
| Non-cash items | (725 | ) | (977 | ) | ||||
| Changes in assets and liabilities, net of assets acquired and liabilities assumed: | ||||||||
| Accounts receivable | 35,508 | 27,523 | ||||||
| Program rights | 8,564 | 1,178 | ||||||
| Prepaid expenses and other assets | 7,922 | (10,829 | ) | |||||
| Accounts payable and accrued liabilities | (31,422 | ) | (6,309 | ) | ||||
| Income taxes | 12,400 | 12,482 | ||||||
| Income tax benefit from options exercised | 861 | 283 | ||||||
| Accrued interest | (3,727 | ) | (8,178 | ) | ||||
| Accrued license fees | 156 | 1,280 | ||||||
| Program rights obligations | (3,396 | ) | (4,863 | ) | ||||
| Other, net | (1,959 | ) | (2,416 | ) | ||||
| Net cash provided by operating activities | 85,407 | 52,811 | ||||||
| Cash flow from investing activities: | ||||||||
| Acquisitions, net of acquired cash | (135,014 | ) | (53,010 | ) | ||||
| Purchase of Los Angeles building | (52,530 | ) | | |||||
| Investment in unconsolidated subsidiaries | 1,748 | 2,203 | ||||||
| Cash of variable interest entity | 12,196 | | ||||||
| Capital expenditures | (14,837 | ) | (11,320 | ) | ||||
| Other, net | 85 | 2 | ||||||
| Net cash used in investing activities | (188,352 | ) | (62,125 | ) | ||||
| Cash flow from financing activities: | ||||||||
| Proceeds from issuance of long-term debt | 170,000 | 106,000 | ||||||
| Repayment of long-term debt | (76,405 | ) | (88,786 | ) | ||||
| Proceeds from issuance of common stock | 599,426 | | ||||||
| Repurchase of common stock | (599,426 | ) | | |||||
| Exercise of stock options | 3,976 | 796 | ||||||
| Payment of offering costs | (57 | ) | | |||||
| Deferred financing costs | (265 | ) | (2 | ) | ||||
| Net cash provided by financing activities | 97,249 | 18,008 | ||||||
| Net (decrease) increase in cash | (5,696 | ) | 8,694 | |||||
| Cash beginning of year | 76,677 | 35,651 | ||||||
| Cash end of period | $ | 70,981 | $ | 44,345 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Interest paid | $ | 22,291 | $ | 25,658 | ||||
| Income taxes paid (refunds) | $ | 1,786 | $ | (6,893 | ) | |||
See Notes to Condensed Consolidated Financial Statements
6
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2004
(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, our cable network. Univision Radio, Inc. ("Univision Radio") operates the Company's radio business, which includes its radio network and owned and operated radio stations. See Note 3 to the Condensed Consolidated Financial Statements. The Company's music operations include the Univision Records label, Fonovisa Records label and a 50% interest in Disa Records, S.A. de C.V. ("Disa"), which is consolidated in accordance with the guidelines of Financial Accounting Standards Board ("FASB") Interpretation No.46 ("FIN 46"), which was adopted by the Company on March 31, 2004. See Note 8 to the Condensed Consolidated Financial Statements. Univision Online, Inc. ("Univision Online") operates the Company's Internet portal, Univision.com.
2. Recent Developments
In 2004, the Company acquired the assets of a full-power television station in Sacramento, California and two radio stations in Long Island, New York and Fresno, California for approximately $65,000,000 and $68,000,000, respectively. The funds for these purchases came primarily from the Company's cash on hand and revolving credit facility.
In January 2004, the Company offered 15,815,999 shares of Class A common stock to the public and used the net proceeds to repurchase an equal amount of shares held by Clear Channel Communications Inc. The shares repurchased by the Company were cancelled immediately and there was no dilution to earnings per share.
In January 2004, the Company, Equity Broadcasting Corporation ("EBC") and others agreed in writing to amend EBC's Articles of Incorporation to allow shares of Series A convertible preferred stock of EBC to receive a stock dividend of 7% of the original issue price commencing on the date of the initial issuance, which was June 8, 2001. The stock dividend would be paid in preference to all other junior stock as and when declared or on liquidation, would be added to amounts received on redemption and would be converted on conversion into common stock. The Company recorded a stock dividend of $5,094,000 in the first quarter of 2004 based on the Company's initial investment of approximately $26,000,000 made in June 2001. The Company anticipates receiving a $453,000 ($399,000 net of tax) stock dividend each quarter this year. The Series A convertible preferred stock has a mandatory redemption date of June 8, 2008. The EBC stockholders will be asked to vote in favor of the Articles amendment at a meeting scheduled in June 2004, but stockholders holding a sufficient number of shares have agreed to vote for the amendment.
In March 2004, the Company purchased a building used primarily by its Los Angeles television stations for approximately $52,500,000, which had been accounted for by the Company as a capital lease. The lease had been capitalized as a fixed asset for approximately $42,000,000. The funds for the purchase came from the Company's operations and its revolving credit facility.
7
3. Acquisition of Hispanic Broadcasting Corporation
On September 22, 2003, in an effort to expand its media business, 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. As a result of the acquisition, 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 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 acquisition. The HBC options were valued at approximately $80,000,000 using the Black-Scholes option pricing model and the acquisition costs are approximately $31,600,000.
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(Dollars in thousands) |
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|---|---|---|---|---|
| Purchase price | $ | 3,353,286 | ||
| Estimated net liabilities assumed | 91,241 | |||
| Acquisition costs | 31,563 | |||
| Deferred tax liability on identified intangibles | 476,634 | |||
| Intangible assets and goodwill | 3,952,724 | |||
| FCC licenses | (2,316,455 | ) | ||
| Favorable leases | (7,814 | ) | ||
| Advertiser related intangibles, primarily advertiser contracts | (5,765 | ) | ||
| Other intangible assets | (2,739 | ) | ||
| Goodwill | $ | 1,619,951 | ||
The Company has made a preliminary allocation of the purchase price to FCC licenses, goodwill, advertising-related intangibles and favorable leases based upon a preliminary appraisal of the assets acquired and liabilities assumed of Univision Radio. The Company expects the final appraisal to be completed by mid-2004. The Company may have a material reclassification on a future balance sheet between goodwill and FCC licenses, both of which are expected to have an indefinite life. In addition, there may be additional identified intangibles that could have an impact on future expense. These reclassifications could also have a material impact on the deferred tax liability. In the first quarter of 2004, the Company incurred amortization expense of $2,137,000 related to Univision Radio's amortizable identified intangibles, primarily advertising contracts, acquired as a result of our acquisition of HBC in September 2003. Advertiser contracts are being amortized over a nine-month period that expires June 2004. The favorable leases are being amortized over various periods through the year 2042.
The following unaudited pro forma information gives effect to the merger between the Company and HBC and assumes that the transaction had occurred as of January 1, 2003. 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
8
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 forma information does not reflect any pro forma adjustments for other business acquisitions in 2003 by the Company or HBC, since 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 has realized or expects to realize from the acquisition.
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Three Months Ended March 31, |
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|---|---|---|---|---|---|---|
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2004 Actual |
2003 Pro forma |
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(Dollars in thousands except per share data) |
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| Net revenues | $ | 352,884 | $ | 316,461 | ||
| Net income | $ | 31,553 | $ | 17,065 | ||
Basic Earnings Per Share |
$ |
0.10 |
$ |
0.05 |
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| Diluted Earnings Per Share | $ | 0.09 | $ | 0.05 | ||
Pro forma net income includes merger costs incurred by HBC and charged to operating expenses of $798,000, net of tax, for the three months ended March 31, 2003.
4. Changes in Common Stock and Paid-in-Capital
During the three months ended March 31, 2004, options were exercised for 171,526 shares of Class A Common Stock resulting in an increase to Common Stock of $2,000, and an increase to paid-in-capital of $4,833,000, which included a tax benefit associated with the transactions of $861,000. Additionally, paid-in- capital decreased by $57,000 related to issuance costs for the Clear Channel Communications Inc. stock transaction (See Note 2 to the Condensed Consolidated Financial Statements). In January 2004, the Company offered 15,815,999 shares of Class A common stock to the public for $599,426,000 and used the net proceeds to repurchase an equal amount of shares held by Clear Channel Communications Inc.
9
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"):
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Three Months Ended March 31, 2004 |
Three Months Ended March 31, 2003 |
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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): |
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| Basic Earnings Per Share: | ||||||||||||||||
| Net income | $ | 31,553 | 322,316,219 | $ | 0.10 | $ | 12,759 | 228,139,567 | $ | 0.06 | ||||||
| Effect of Dilutive Securities | ||||||||||||||||
| Warrants | | 27,414,978 | | 27,404,638 | ||||||||||||
| Options | | 3,389,686 | | 1,890,351 | ||||||||||||
| Diluted Earnings Per Share: | ||||||||||||||||
| Net income | $ | 31,553 | 353,120,883 | $ | 0.09 | $ | 12,759 | 257,434,556 | $ | 0.05 | ||||||
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, 2004 and 2003 consistent with the provisions of SFAS No. 123, as amended by SFAS No. 148, the Company's net
10
income and earnings per share available to common stockholders would have been reduced to the pro forma amounts indicated below:
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Three Months Ended March 31, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
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Basic Earnings Per Share |
Diluted Earnings Per Share |
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2004 |
2003 |
2004 |
2003 |
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(In thousands, except per-share data) |
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| Net incomeas reported | $ | 31,553 | $ | 12,759 | $ | 31,553 | $ | 12,759 | ||||
| Stock-based compensation expense, net of taxactual | 502 | | 502 | | ||||||||
| Net incomeadjusted | 32,055 | 12,759 | 32,055 | 12,759 | ||||||||
| Stock-based employee compensation, net of tax-pro forma | 9,647 | 7,495 | 9,647 | 7,495 | ||||||||
| Net incomepro forma | $ | 22,408 | $ | 5,264 | $ | 22,408 | $ | 5,264 | ||||
| Earnings per shareas reported | $ | 0.10 | $ | 0.06 | $ | 0.09 | $ | 0.05 | ||||
| Earnings per sharepro forma | $ | 0.07 | $ | 0.02 | $ | 0.06 | $ | 0.02 | ||||
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The following weighted-average assumptions were used for grants for the three months ended March 31, 2004 and 2003, respectively: dividend yield of 0%, expected volatility of 47.850% and 49.497%, risk-free interest rate of 2.92% and 3.27% and expected life of six years. The Company currently uses graded (accelerated) vesting as its amortization policy for stock-based compensation that does not get charged to the Company's statement of operations and is included in the pro forma disclosure above. This results in higher compensation expense in the early years of the vesting period.
6. Business Segments
The Company's principal business segment is television, which includes the operations of the Company's Univision Network, TeleFutura Network, Galavisión and owned-and-operated stations. In September 2003, the Company completed its acquisition of HBC, now called Univision Radio. The
11
Company manages its television, radio, music and Internet businesses separately. Presented below is segment information pertaining to the Company's television, radio, music and Internet businesses.
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Three Months Ended March 31, |
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|---|---|---|---|---|---|---|---|---|---|
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2004 |
2003 |
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| |
(unaudited) |
(unaudited) |
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(Dollars in thousands) |
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| Net revenue: | |||||||||
| Television | $ | 259,306 | $ | 231,439 | |||||
| Radio | 63,265 | | |||||||
| Music | 26,398 | 27,483 | |||||||
| Internet | 3,915 | 2,733 | |||||||
| Consolidated | |||||||||