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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB/A
(Amendment No. 1)
(Mark One)
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to _____
Commission file number 000-23105
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HISPANIC TELEVISION NETWORK, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 75-2504551
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
6125 Airport Freeway, Suite 200, 76117
Fort Worth, Texas (Zip Code)
(Address of Principal Executive offices)
Issuer's telephone number, including area code: (817) 222-1234
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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Indicate by check mark whether the issuer (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 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 / X / No / /
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge in the definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. / X /
State issuer's revenues for its most recent fiscal year: $278,186
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity as of
a specified date within the past 60 days. The aggregate market value of our
common stock held by non-affiliates as of April 11, 2000 was approximately $44,
241,251.00.
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date. As of April 20, 2000, there
were approximately 88,006,427 shares of our common stock issued and outstanding.
Transitional Small Business Disclosure Format: Yes / / No / X /
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<PAGE>
Effective December 14, 1999, American Independent Network, Inc. merged with
Hispano Television Ventures, Inc. and changed its name to Hispanic Television
Network, Inc. and its Over the Counter Bulletin Board trading symbol to "HTVN."
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<TABLE>
HISPANIC TELEVISION NETWORK, INC.
TABLE OF CONTENTS
<CAPTION>
Page
PART I
<S> <C> <C>
Item 1. Business.....................................................................1
Item 2. Properties..................................................................17
Item 3. Legal Proceedings...........................................................17
Item 4. Submission of Matters to a Vote of Security Holders.........................17
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.....................................................................19
Item 6. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................................20
Item 7. Financial Statements and Supplementary Data.................................25
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure....................................................25
PART III
Item 9. Directors and Executive Officers of the Registrant..........................25
Item 10. Executive Compensation......................................................28
Item 11. Security Ownership of Certain Beneficial Owners and
Management..................................................................30
Item 12. Certain Relationships and Related Transactions..............................31
Item 13. Exhibits, Lists and Reports on Form 8-K.....................................32
</TABLE>
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PART I
This Annual Report on Form 10-K contains forward-looking statements within
the meaning of Section 24A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements appear in a number of places
including Item 1. "Business-Overview," Item 2. "Properties," Item 3. "Legal
Proceedings and Administrative Matters," Item 5. "Market for Registrant's Common
Equity and Related Stockholder Matters," and Item 6. "Management's Discussion
and Analysis of Financial Condition and Results of Operations." Such statements
can be identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "estimates," "will," "should," "plans" or "anticipates" or the
negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy. Readers are cautioned that any such forward-looking
statements are not guarantees of future performance and involve significant
risks and uncertainties, and that actual results could differ materially from
those projected in the forward-looking statements as a result of the risk
factors set forth below under "Risk Factors." This report also identifies other
factors that could cause such differences. No assurance can be given that these
are all of the factors that could cause actual results to vary materially from
the forward-looking statements.
Item 1. Business
Overview
Hispanic Television Network, Inc. operates the only U.S. based,
Spanish-language television network focused primarily on serving the Mexican
origin Hispanic population, or Mexican Hispanics, which is the largest and
fastest growing segment of the U.S. Hispanic population. Through this network,
named Television Hispana and going by the call letters HTVN, we own or operate
or have agreements or letters of intent to acquire 20 television stations in 16
markets of which 11 stations are currently broadcasting HTVN programming in 9
markets, including two of the top ten markets ranked by Designated Market Area,
or DMA. Recently, we executed an agreement to purchase an additional station in
Dallas, Texas. Currently, we are in negotiations to acquire a minority equity
interest in an entity that owns stations in each of San Francisco, San Jose and
Sacramento, California as well as stations in Orlando and Las Vegas. In addition
as part of our Internet strategy, we recently entered into an agreement to
acquire a 48% interest in a soon to be launched Spanish-language Internet
Portal, Cubico.com, which we anticipate will be launched in second half of
2000.
HTVN delivers first run and syndicated, Spanish-language programming 24
hours a day, seven days a week. We have the exclusive broadcast rights to a
variety of sports and entertainment programming, primarily directed at Mexican
Hispanics. HTVN broadcasts a variety of other Spanish-language shows, including,
sports (including boxing and Mexican Division I soccer), movies, news,
entertainment, variety, and family programming. We obtain our programming from a
variety of sources, including Multivision of Mexico, which is the third largest
producer of Spanish-language programming in Mexico, Mex-Cinema, which licenses
broadcast rights to Mexican movies, and various other third-party producers, as
well as our own production studios. In addition, we anticipate that we will be
producing local interest programming upon the completion of our production
studios.
We are targeting the Mexican Hispanic market because we believe that it
contains vast marketing opportunities and is currently under-served. According
to Census Bureau statistics, the Hispanic population as a whole is growing at
approximately six times the rate of the non-Hispanic population in the U.S.
Mexican Hispanics, which constitute 65.2% (or nearly 21.0 million people as of
March 1998), are the largest segment of this growing group. As of March 1998,
there were over 5.5 million Mexican Hispanic households, earning approximately
$27,361 annually on average, according to US Census Bureau statistics. In
addition to their size and resources, Mexican Hispanics tend to be
geographically concentrated.
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We also own a general market, family-oriented English-language television
network, the American Independent Network or AIN, that provides programming 24
hours a day, seven days a week to more than 35 affiliate stations reaching
approximately 14.0 million households. In addition to our affiliates, viewers
can view AIN programming over the Internet at www.broadcast.com. We have
recently decided to focus primarily on the development of HTVN. In order to
focus the majority of our time on the development of HTVN, we are exploring
various opportunities for the best use of the AIN assets.
Television Hispana Network
We own or operate or have agreements or letters of intent to acquire 20
television stations in 16 markets of which 11 stations are currently
broadcasting HTVN programming in nine markets including two of the top ten
markets ranked by DMA. We operate several stations through a local marketing
agreement, or LMA, pursuant to which we control all programming, are entitled to
all revenues and are liable for all expenses pending consummation of our
acquisition of these stations. Additionally, we are currently negotiating the
acquisition of a minority equity interest in an entity that owns stations in
each of San Francisco, San Jose and Sacramento, California as well as the
acquisition of stations in Orlando and Las Vegas. We broadcast our programming
to a combination of full-power and low-power stations, the latter of which are
generally located close to or are directed at urban areas.
The following table lists information concerning those stations that we
own or operate or have agreements to acquire and their respective markets:
<TABLE>
<CAPTION>
Population in Market Population as a % of
(in thousands) Total DMA
Rank by % of Hispanic
Hispanic DMA Market Hispanic Mexican Hispanic Mexican Population That
Population Served(1) Station(s) Population Population Population Population is Mexican
---------- --------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
7 San K52EA 1,078 988 54.3% 49.7 91.7%
Antonio/Eagle KSAA-LP
Pass/ Uvalde/Del KVAW
Rio/Carrizo KNHB-LP
Springs (6) KTRG
KSPG-LP
8 Harlingen/ KTSI-LP 831 790 88.1% 83.7 94.9%
McAllen
12 Phoenix/Globe (3) KCOS-LP 715 627 19.6% 17.2 87.8%
KTVP-LP
K30ES
19 Corpus Christi KWDT-LP 337 309 60.4% 55.4 91.7%
55 Oklahoma City (2) KTOU-LP 72 55 4.5% 3.5 76.7%
KLHO-LP
81 Tulsa K29DZ 32 21 2.5% 1.7 66.0%
88 Beaumont/Port K09VO 24 18 5.3% 4.1 76.5%
Arthur
Clovis KWDX-LP 9 5 28.9% 18.3 63.1%
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(1) If more than one station, total number of stations appears in parenthesis
next to market name.
Source: Claritas, 1999
</TABLE>
Markets Served
Prior to our acquisition or assumption of operations of the following
stations, none were broadcasting in Spanish. Currently, 11 of these stations,
including K09VO (Beaumont), KWDT-LP (Corpus Christi), KTRG (Del Rio), KVAW
(Eagle Pass), K30ES (Globe), KTSI (Harlingen/McAllen), KTOU-LP, KLHO-LP
(Oklahoma City), KCOS-LP (Phoenix), K52EA and KSAA-LP (San Antonio), are
broadcasting HTVN's Spanish-language programming.
SAN ANTONIO. HTVN's television stations K52EA, KSAA-LP, KVAW, KHNB-LP, KTRG and
KSPG-LP serve the San Antonio, market, which includes Eagle Pass, Uvalde, Del
Rio and Carrizo Springs. Combined, these markets have a total population of over
1.9 million, of which 998,217 are Mexican Hispanic, or 91.7% of all Hispanics in
these markets. Our predecessor, AIN, acquired an interest in KSAA-LP in 1999.
The FCC has approved the transfer of the ownership interests in the license of
KSAA-LP to AIN and Frederick Hoelke. This transfer has been consummated and we
expect to file the necessary consummation notice with the FCC shortly. Upon
settlement of our pending litigation with John Priscilla and an agreement with
Frederick Hoelke to acquire his interest in this station, we intend to file with
the FCC the applications necessary to obtain FCC consent to transfer control and
assign the license to HTVN. In February 2000, we acquired the assets of KVAW,
including rights to its FCC license, and are currently operating this station.
We intend to file an application requesting FCC consent to this acquisition. In
addition, we assumed operations of K52EA, KTRG, KSPG-LP and KNHB-LP in January
2000 pursuant to a local marketing agreement.
HARLINGEN/MCALLEN. HTVN's television station KSTI-LP serves the Harlingen and
McAllen markets. These markets have a combined population of 943,995, of which
789,652 are Mexican Hispanic, or 94.97% of all Hispanics in these markets. In
January 2000, we assumed operations of this station.
PHOENIX/GLOBE. HTVN's television stations KCOS-LP, KTVP-LP and K30ES serve the
Phoenix and Globe markets. These markets have a population of 3.6 million, of
which 627,402 are Mexican Hispanic, or 8.7% of all Hispanics in these markets.
In 1999, Hispano Television Ventures acquired KTVP-LP. The FCC has approved the
assignment of this license to Hispano Television Ventures and we intend to file
the appropriate consummation notice with the FCC. In addition, we intend to
request FCC consent to transfer control or assign this license to HTVN. In March
2000, we acquired the construction permit for K30ES, which we are currently
operating. We intend to file an application requesting FCC consent to acquire
the construction permit for this facility as well as an application for a FCC
license for this station. We will also seek FCC approval to increase this
station's authorized power level. In addition, we assumed operations of KCOS-LP
in January 2000.
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CORPUS CHRISTI. HTVN's television station KWDT-LP serves the Corpus Christi
market, which has a population of 557,633, of which 309,095 are Mexican
Hispanic, or 91.7% of the total Hispanic population in the Corpus Christi DMA.
We assumed operations of KWDT-LP in January 2000. KWDT-LP has received FCC
authorization to change its operations from channel 13 to channel 12.
OKLAHOMA CITY. HTVN's television stations KTOU-LP and KLHO-LP serve the Oklahoma
City, Norman and Enid markets. Combined, these markets have a total population
of 1.2 million, of which 54,873 are Mexican Hispanic, or 76.7% of the Hispanic
population in this DMA. AIN acquired an interest in KTOU-LP in April 1999 and
Hispano Television Ventures acquired a majority interest in KTOU-LP in 1999. The
FCC has approved the assignment of this license to Hispano Televion Ventures and
we intend to file the appropriate consummation notice with the FCC. In addition,
we intend to request FCC consent to transfer or assign this license to HTVN. In
addition, we assumed operations of KLHO-LP in January 2000.
TULSA. Although television station K29DZ is a licensed facility, it is not
currently operating. When K29DZ commences operations, it will serve the Tulsa
market, which has a population of 928,900, of which 20,892 are Mexican Hispanic,
or 66% of the Hispanic population. We acquired the right to construct station
K29DZ in January 2000 and finished construction in early 2000. Currently, the
station is not operational pending our acquisition of replacement transmitting
equipment. We expect to acquire the equipment and commence broadcasting of HTVN
programming on this station in September 2000.
BEAUMONT. HTVN's television station K09VO serves the Beaumont and Port Arthur
markets with a population of 444,534, of which 18,092 are Mexican Hispanic, or
76.5% of the Hispanic population. In April 1999, our predecessor, AIN, acquired
an interest in this station. This transfer has been consummated and we expect to
file the necessary consummation notices with the FCC shortly. Upon agreement
with existing co-owners to acquire their interests in this station, we intend to
file with the FCC the necessary applications to obtain FCC consent to transfer
control or assign the license to HTVN.
CLOVIS. HTVN's television station KWDX-LP will serve, upon completion of the
construction of broadcasting facilities, the Clovis, New Mexico market, which
has 5,870 Mexican Hispanics in a total population of 37,933. We assumed
operations of this station in January 2000.
Programming
HTVN broadcasts first-run Spanish-language programming 24 hours a day,
seven days a week. To insure the quality of our programming, we have decided
that we will not air "infomercials," or program-like commercials on HTVN.
A typical 24 hour schedule during the week of network programming is as
follows:
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<TABLE>
<CAPTION>
CENTRAL MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY SUNDAY CENTRAL
T-ZONE T-ZONE
------- ------ ------- --------- -------- ------ -------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6:00am Entranas del Pueblo 6:00am
6:30am MVS Noticias Desafio Academico 6:30am
7:00am Cartoons Aventuras de 7:00am
7:30am Cartoons 7:30am
8:00am Cartoons 8:00am
8:30am Novela Cartoons 8:30am
9:00am 9:00am
9:30am Novela Chiqui Show Movie 9:30am
10:00am Bartolo Explosivo 10:00am
Mus
10:30am La Paloma La Paloma 10:30am
11:00am La Pareja Lucha Libre 11:00am
Sin
11:30am Movie VIP Mexicana 11:30am
12:00pm Vamos Bandazo 12:00pm
Musical
12:30pm Chismes y Mas 12:30pm
1:00pm Movie Musica sin No Confies 1:00pm
1:30pm Fronteras 1:30pm
2:00pm 2:00pm
2:30pm Movie 2:30pm
3:00pm Chespirito Bartolo Los La Media Los Beverly Movie Movie 3:00pm
Polivoces Ochoa
3:30pm 3:30pm
4:00pm Cartoons 4:00pm
4:30pm A Tu Salud Movie Movie 4:30pm
5:00pm Musica Sin 5:00pm
5:30pm Agua y Chocolate Fronteras 5:30pm
6:00pm Recuerdos de Mi Vida Quien Tiene Movie Vamos 6:00pm
6:30pm Cronica Especial La Razon Chismes y 6:30pm
Mas
7:00pm Cuanto 7:00pm
7:30pm Super Facil Cuesta Movie Boxeo 7:30pm
Mundial
8:00pm Cuentos 8:00pm
8:30pm Cuentos 8:30pm
9:00pm Movie 9:00pm
9:30pm MVS Noticias 9:30pm
10:00pm Score Final 10:00pm
10:30pm Libertad Para Elegir Movie Movie 10:30pm
11:00pm Bartolo Lucha Libre 11:00pm
11:30pm Novela Mexicana 11:30pm
12:00am Movie 12:00am
12:30am Novela Pareja Sin 12:30am
Par
1:00am Bartolo 1:00am
1:30am Los Beverly Movie 1:30am
2:00am La Media 2:00am
Ochoa
2:30am Movie Explosivo 2:30am
Mus
3:00am Movie 3:00am
3:30am 3:30am
4:00am Movie Movie 4:00am
4:30am Movie 4:30am
5:00am 5:00am
5:30am Movie Movie Bandazo 5:30am
Musical
</TABLE>
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We designed our programming to appeal to Mexican Hispanics in particular
and Hispanics in general. We believe that we achieve this goal by the following:
We provide tailored content. We broadcast programming designed to appeal
to the Mexican Hispanic population, including Spanish-language sporting events
(such as boxing and Mexican Division I soccer), news, movies, variety shows
(such as Chismes y Mas, Explosivo Musical and Pulsar), family and talk shows
(such as Agua y Chocolate, Show con Toni and Quien Tiene La Razon). We will also
provide and produce local interest segments, such as community affairs shows.
Furthermore, we will tailor our programming in each market to reflect the
majority segment of the Hispanic populations in that market.
We have secured rights to Spanish-language programming. In order to
provide quality Spanish-language programming, we have entered into arrangements
with various third party producers. Currently we are negotiating the terms of a
programming agreement with Multivision. Pending execution of this agreement,
Multivision has granted us the exclusive rights to broadcast all of its
Spanish-language production in the U.S., which includes first-run sporting
events, variety shows, talk shows and family programming. We have also obtained
the exclusive right (except in Los Angeles) to broadcast over 400 movies in the
Mex-Cinema library. Additionally, we have contracted with Auckland
Entertainment, which produces Cuanto Cuesta el Show, Quien Tiene la Razon, La
Tarde Lunatica and Chiqui Show, for the exclusive right to broadcast their
programming for 6 months. We obtain Mexican Division I men's soccer from
Excalibur, from which we have the right to air from 22 games during the 2000
season. We also obtain additional programming from Enigma.
We intend to produce original programming. As part of establishing our
HTVN brand identity, we intend to produce original programming at our production
studio, currently under construction.
American Independent Network
We also own a general market, family-oriented television network, the
American Independent Network or AIN, that provides programming 24 hours a day,
seven days a week to more than 35 affiliate stations reaching approximately 14.0
million households. In addition to our affiliates, viewers can view AIN
programming over the Internet at www.broadcast.com.
We have recently decided to focus primarily on the development of HTVN. In
order to focus the majority of our time on the development of HTVN, we are
exploring various opportunities for the best use of the AIN assets.
Programming
AIN provides general market, family-oriented programming to our
affiliates. Our programming includes movies, second run television shows, events
and educational programs. We currently own the exclusive rights to approximately
2,000 shows and movies. Although we have the ability to produce our own
programming for AIN, we believe that we can obtain licenses to additional
programming for less than it costs us to produce comparable programming. As a
result, we have obtained licenses from third-party production companies and
syndicators for the broadcast of additional programming.
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Our form of licensing rights agreement contains barter terms pursuant to
which we obtain broadcasting rights to certain identified programming and in
exchange, we give the licensor advertising time during the broadcast of such
programs. Generally speaking, in a thirty (30) minute program there are normally
seven and one-half (7.5) minutes of commercial time, which time is allocated as
follows:
o two (2) minutes to the licensor;
o two (2) minutes to our affiliate station; and
o three and one-half (3.5) minutes to AIN.
The licensor can then sell this advertising time to outside parties, thereby
earning income on the licensing of their program. Our licensing agreements are
generally for a term of 52 weeks and are cancelable by either party upon two (2)
weeks written notice. We also have the right to refuse any program, without
prior notice, if the content, subject matter, or production quality does not
meet our standards.
Affiliates
Currently, we have over 35 affiliates located in over 35 markets and
reaching approximately 14.0 million households. Our affiliates are comprised of
both television and cable stations.
Generally, we require that an affiliate broadcast a minimum of 12 hours of
our programming within a 24 hour period. Approximately half of our affiliates
broadcast 18 hours or more of our AIN programming, with the remaining half
airing at least 12 hours. We receive revenue for network advertising only for
that portion of time that the affiliate broadcasts our programming.
We grant our AIN affiliates a limited license pursuant to a license
agreement. This limited license permits our affiliates to receive AIN
programming via satellite transmissions and to exhibit and rebroadcast our
programming. Affiliates may rebroadcast any portion of the programming received
up to a maximum of two times within 24 hours of receipt. They must broadcast the
programming received in its entirety at least one time between the hours of 7:00
a.m. and 1:00 a.m. Additionally, we review affiliates' weekly broadcast logs in
order to monitor compliance with these requirements. Our affiliates agree that
they will not preempt, cover or in any way disrupt national advertisements
contained in any program or portion thereof that they broadcast with the
exception of two (2) two-minute spots per hour as well as two (2) ten-second
station breaks per hour. Additionally, our affiliate agreements generally
provide that each affiliate may use approximately four (4) minutes per hour for
local commercials or other announcements. Either we or our affiliate may cancel
the agreement at any time with thirty (30) days written notice.
In exchange for providing the affiliate with programming and commercial
time, we retain the remainder of the advertising time, which we sell to
advertising firms and independent advertisers, or use it to barter with
third-parties to acquire additional programs.
7
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Marketing
Marketing professionals, known as account executives, will target
advertisers in key Hispanic markets. They will consist of network and national
spot account executives and local spot account executives. Account executives
targeting network advertisers will serve a dual role as national spot sellers.
These sales executives will have the flexibility of offering a network wide
sales package or a market specific sales package. Generally, the majority of
network and national spot advertising sales is generated from the same
advertising agencies. This efficiency will allow us to generate greater profits
while controlling our own sales efforts. Account executives responsible for
local spot sales will be located in each of our owned and operated stations.
They will target advertising agencies, businesses and service providers in their
individual markets.
These marketing efforts will be enhanced through the use of research
developed by our in-house research department utilizing both qualitative and
quantitative information. This research will allow the sales departments to
better negotiate and price our commercial inventory. The research department
will further help our sales efforts by identifying and targeting advertisers who
either do not purchase advertising in Spanish language broadcasting or under
utilize this medium.
We intend to operate national and network sales offices in Los Angeles,
New York, Miami, Chicago, San Francisco, Dallas and San Antonio.
Competition
Spanish-language Television Broadcasting
The television broadcast industry is highly competitive. We compete for
available airtime, channel capacity, advertiser revenue, revenue from license
fees, number of viewing households, and programming material. The financial
success of our television stations is dependent on audience ratings and revenues
from advertisers within each station's geographic market. Our stations compete
for revenues with other television stations in their respective markets, as well
as with other advertising media, such as newspapers, radio, magazines, outdoor
advertising, transit advertising, yellow page directories, direct mail and local
cable systems. Some competitors are part of larger companies with substantially
greater financial resources than we have.
Univision and Telemundo are our main competitors in the Spanish-language
television market. Currently, Univision has an 84% market audience share whereas
Telemundo has a 13% market audience share. Competition in the broadcast industry
occurs primarily in individual markets. Most of our owned or affiliate stations
compete directly with a station owned by or affiliated with Univision or
Telemundo.
Conventional commercial television broadcasters also face competition from
other programming, entertainment and video distribution systems, the most common
of which is cable television. These other programming, entertainment and video
distribution systems can increase competition for a broadcasting station by
bringing into its market distant broadcast signals not otherwise available to a
station's audience and also by serving as distribution systems for non-broadcast
programming. Programming is now being distributed to cable television systems by
both terrestrial microwave systems and by satellite. Other sources of
competition include home entertainment systems (including video cassette
8
<PAGE>
recorders and playback systems, video discs and television game devices),
multi-point distribution systems, multi-channel multi-point distribution
systems, video programming services available through the Internet and other
video delivery systems. Our television stations also face competition from
direct broadcast satellite services which transmit programming directly to homes
equipped with special receiving antennas and from video signals delivered over
telephone lines. Satellites may be used not only to distribute non-broadcast
programming and distant broadcasting signals but also to deliver certain local
broadcast programming which otherwise may not be available to a station's
audience.
The broadcasting industry is continuously faced with technological change
and innovation and the possible rise in popularity of competing entertainment
and communications media. The rules and the policies of the FCC also encourage
increased competition among different electronic communications media. As a
result, we may experience increased competition from other free or pay systems
that deliver entertainment programming directly to consumers and this could
possibly have a material adverse effect on our operations and results. For
example, commercial television broadcasting may face future competition from
interactive video and data services that provide two-way interaction with
commercial video programming, along with information and data services that may
be delivered by commercial television stations, cable television, direct
broadcast satellites, multi-point distribution systems, multi-channel
multi-point distribution systems, Class A low-power television stations, digital
television and radio technologies, or other video delivery systems.
In addition, actions by the FCC, Congress and the courts all presage
significant future involvement in the provision of video services by telephone
companies. The Telecommunications Act of 1996 lifts the prohibition on the
provision of cable television services by telephone companies in their own
telephone areas subject to regulatory safeguards and permits telephone companies
to own cable systems under certain circumstances. It is not possible to predict
the effect on our television stations of any future relaxation or elimination of
the existing limitations on the ownership of cable systems by telephone
companies. The elimination or further relaxation of the restriction, however,
could increase competition that our television stations face from other
distributors of video programming.
Factors that are material to a television station's competitive position
include signal coverage, local program acceptance, network affiliation, audience
characteristics, assigned frequency and strength of local competition. Although
there is competition for our target market, we believe that we possess certain
competitive advantages over our competitors, including:
Our Focus on the Mexican Hispanic Market. Unlike our main competitors, we
are focusing primarily on the Mexican Hispanic market, which we believe is
grossly under-served. In spite of the fact that Mexican Hispanics represent
roughly 65.2% of the total Hispanic population in the U.S., our competitors do
not focus to any special degree on this group's specific cultural likes and
dislikes. We believe that this market will respond favorably to a television
market that tailors its programming to their tastes.
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Our Ability to Broadcast in Digital. Unlike many television networks, we
have a fully-digital earth station from which we broadcast our programming in
digital. We completed this conversion in anticipation of an FCC regulation
requiring all television stations to broadcast in digital by 2006. The operation
of a digital control room requires much less input and effort than a traditional
analog station. Although, not all of our owned or operated and affiliate
stations have the ability to broadcast in digital, sending out a digital signal
helps reduce our operating costs because operating a digital station requires
less employees. Further, we have already borne the cost of converting our
facilities to digital, unlike many of our competitors which will have to convert
to digital in order to comply with FCC regulations.
Our Management Team Reflects our Target Audience. From our Chief Executive
Officer, Marco Camacho, to our Director of Sales, Rod Rodriguez, Program
Director, Sara Garibay, our director of Network Operations, Joe Castro, and our
Director of Community Affairs, Lupe Casares, our team is comprised of many
Mexican Hispanics as well as other Hispanic individuals. We believe that the
best way to understand the needs and wants our of target market is to include
people that share a similar cultural background to our target audience. The
nature of our management team is also reflective of our dedication to the
creation of a Spanish-language television network for Mexican Hispanics. In
addition and in contrast to other Spanish-language networks, we are
headquartered in Texas, where over 19% of the U.S. Hispanic population resides.
New Media Strategic Relationship
In connection with our plan to become a new media company, we have entered
into a strategic agreement with Cubico.com on March 15, 2000. Cubico owns a
Spanish-language Internet portal, which is expected to be launched in the second
half of 2000. Cubico will focus on the Hispanic youth market. Cubico will offer
free, bundled integrated Web-based services that closely suit existing sharing
and intercommunication needs of the Hispanic community.
We have agreed to a three year term after which we can renew or either
party can terminate. Pursuant to the terms of this letter of intent, we will
receive from Cubico the following:
o 24-hour display of the HTVN logo, exclusive of all other
Spanish-language television networks;
o Continuous display of a hyperlink button displayed on the Cubico home
page that links users to real time HTVN programming;
o 7,800,000 shares of Cubico's Series B Preferred Stock, resulting in an
equity position equaling approximately 48% of total outstanding stock,
prior to any dilution resulting from subsequent financing rounds;
o Revenues from click through, advertising and e-commerce transaction
fees;
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o $500,000 in cash, paid $100,000 at closing if certain events have
occurred and $400,000 upon consummation of a subsequent financing
round; and
o $5.0 million from the sale of 5.0 million shares of our stock at $1.00
per share.
In exchange for the hyperlink and equity position in Cubico, we have agreed
to give Cubico the following:
o Aggregate of $100 million in advertising time over the HTVN network,
to be used by Cubico in their discretion over a period of three years;
o An ownership interest of no more than 50% and no less than 25% in 10
(ten) of HTVN's owned stations in such markets as HTVN and Cubico
agree and 10% of the gross revenues from such stations pursuant to the
terms of a three-year License Management Agreement;
o Sell 5.0 million shares of our common stock at a $1.00 per share,
including certain registration rights, subject to an all or nothing
repurchase by HTVN under certain circumstances; and
o Sponsorship of educational programs explaining different aspects of
Internet use;
o Exclusive display rights of the Cubico.com logo on the HTVN network,
in the form of "billboards," which are five second full screen images
identifying an advertiser as the sponsor of a specific program or
segment;
o Use and access to HTVN's program inventory;
o Use of HTVN's sales force to aid in the sale of advertising on
Cubico.com
In the event that either party terminates the relationship at the end of
the three year term, we have repurchase rights with respect to the shares of our
common stock and minority interests in the stations. If we assume up to $5.0
million in liabilities of Cubico within 90 days of the end of the terms and (a)
Cubico has yet to have an effective registration statement covering shares of
Cubico for at least $7.00 per share and gross proceeds of at least $10.0 million
or (b) Cubico is acquired by merger or sells it assets, then we can repurchase
all of the 5 million shares of our common stock for $1.00 per share and all the
interests in the stations for their fair market value. Material Patents,
Trademarks, Licenses, Franchises And Concessions
In the course of its business, our networks use various trademarks, trade
names and service marks, including their logos in their advertising and
promotions. We believe the strength of our trademarks, trade names and service
marks are important to our business and intend to continue to protect and
promote our marks as appropriate. Currently, we have applied for trademark
protection on HTVN and certain other brand identification. There can be no
assurance that we will receive each of these trademarks. Other than these
pending trademarks and our FCC licenses, we do not hold or depend upon any
material patent, government license, franchise or concession.
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Federal Communications Commission Regulation
FCC Licenses
Television broadcasting is a regulated industry and is subject to the
jurisdiction of the FCC under the Communications Act of 1934, as amended from
time to time. The Communications Act prohibits the operation of television
broadcasting stations except under a license issued by the FCC. The
Communications Act empowers the FCC, among other things:
o to issue, revoke and modify broadcast licenses;
o to decide whether to approve a change of ownership or control of
station licenses;
o to regulate the equipment used by stations; and
o to adopt and implement regulations to carry out the provisions of the
Communications Act.
Failure to observe FCC or other governmental rules and policies can result in
the imposition of various sanctions, including monetary forfeitures, the grant
of short, or less than maximum, license renewal terms or, for particularly
egregious violations, the denial of a license renewal application, the
revocation of a license or denial of FCC consent to acquire additional broadcast
properties.
License Grant & Renewal
Television broadcast licenses are granted for a maximum period of eight
years upon a finding by the FCC that the "public interest, convenience and
necessity" would be served thereby. Television licenses are subject to renewal
upon application to the FCC, which is required under the Communications Act to
grant the renewal application if it finds that the station: (1) has served the
public interest, convenience and necessity; (2) has committed no serious
violations of the Communications Act or the FCC's rules; and (3) has committed
no other violations of the Communications Act or the FCC's rules which would
constitute a pattern of abuse. If the FCC cannot make such a finding, it may
deny a renewal application, and only then may the FCC accept other applications
to operate the station of the former licensee. Under the Telecommunications Act
of 1996 ("1996 Act"), as implemented in the FCC's rules, a competing application
for authority to operate a station and replace the incumbent licensee may not be
filed against a renewal application and considered by the FCC in deciding
whether to grant a renewal application. FCC licenses generally are renewed.
Although there can be no assurance that our current licenses will be renewed, we
are not aware of any facts or circumstances that would prevent such license
renewals.
The FCC has approved the assignment of the licenses of KTVP-LP and KTOU-LP to
Hispano Television Ventures. Both of these transactions have been consummated
and we intend to file the appropriate consummation notices with the FCC. We also
intend to request FCC consent to transfer control or assign both of these
licenses from Hispano Television Ventures to HTVN. In addition, the FCC has
approved the transfer of ownership interests in the licensees of KSAA-LP and
K09VO to AIN and Frederick Hoelke. These transfers have been consummated and we
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expect to file the necessary consummation notices with the FCC shortly. Upon
settlement of our pending litigation with John Priscella and an agreement with
Frederick Hoelke with respect to KSAA-LP and upon agreement with the co-owners
of K09VO, we intend to file with the FCC the applications necessary to obtain
FCC consent to transfer control or assign the licenses of both stations to HTVN.
Currently, we are operating all of these stations.
We acquired the FCC construction permit for K30ES, which we are currently
operating, and expect to file an application requesting FCC consent to acquire
the construction permit for this facility. We intend to file an application for
a license to cover this station's construction permit and to seek appropriate
FCC approval to increase the station's authorized power level. We have also
acquired the rights to the assets, including rights to the FCC license, of
KVAW(TV) and intend to file an application requesting FCC consent to this
acquisition. We recently executed a lease agreement with an option to purchase
the real property from which KVAW(TV) transmits.
The remainder of our stations are operated under a local marketing
agreement. We intend to file applications requesting FCC authorization to assign
these stations to HTVN in calendar 2000, although we can offer no assurances
that we will file license applications for these stations during 2000. Although
there can be no assurances that these pending or planned license applications
will be granted, we are not aware of any facts or circumstances that would
prevent such license grants.
We have filed, or have caused to be filed, with the FCC a certificate of
eligibility for Class A status for all of the low-power television stations that
we own or operate or have agreements to acquire. Only those stations that submit
valid certificates of eligibility for Class A status will be permitted under the
FCC's rules to file applications with the FCC seeking Class A status. The FCC
has issued a public notice announcing that the following low-power television
stations owned or operated or subject to purchase by us are eligible to apply
for Class A status: KCOS-LP, KWDT-LP, K52EA, KSTI-LP, KLHO-LP and K29DZ. These
eligible low-power television stations may file applications requesting Class A
status beginning on June 9, 2000, the effective date of the FCC's new rules
authorizing Class A facilities. The FCC is required to act on such applications
within 30 days of receiving an application that is acceptable for filing.
Several parties have, however, filed petitions requesting the FCC reconsider the
new Class A rule. We cannot predict the outcome of these appeals. There can be
no assurances that the eligible low-power television stations owned or operated
or subject to purchase by us will receive Class A status.
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The licenses for stations that we own, operate or have agreements to
acquire will expire as follows:
Full or Low
Station License Expiration Date Power UHF/VHF
--------------- --------------- ----- -------
K52EA August 1, 2006 LP UHF
KSAA-LP August 1, 2006 LP UHF
KVAW August 1, 2006 FP UHF
KNHB-LP August 1, 2006 LP VHF
KSTI-LP* September 23, 2000 LP UHF
KCOS-LP October 1, 2006 LP UHF
KTVP-LP October 1, 2006 LP UHF
KWDT-LP*** August 1, 2006 LP VHF
KTOU-LP June 1, 2006 LP UHF
KLHO-LP June 1, 2006 LP UHF
K29DZ** June 1, 2006 LP UHF
K09VO August 1, 2006 LP VHF
KTRG August 1, 2006 FP VHF
KWDX-LP**** January 16, 2001 LP UHF
K30ES**** December 21, 2000 LP UHF
KSPG-LP**** October 16, 2000 LP VHF
---------------
* This facility is operating pursuant to a construction permit but is
not yet licensed. We soon will file an application requesting a
license.
** This facility is licensed but currently is not operating. By letter,
we requested that the FCC allow this station to not broadcast pending
the acquisition of replacement transmitting equipment.
*** This facility has received FCC authorization to change its operations
from channel 13 to channel 12.
**** This facility currently has only a construction permit.
Transfers or Assignment of License
The Communications Act prohibits the assignment of a broadcast license or
transfer of control of a broadcast licensee without the prior approval of the
FCC. In determining whether to permit the assignment or transfer of control of,
or the grant or renewal of, a broadcast license, the FCC considers a number of
factors pertaining to the licensee, including:
o compliance with various rules limiting common ownership of media
properties;
o the character of the licensee and those persons holding attributable
interests therein; and
o compliance with the Communications Act's limitations on alien
ownership.
Character generally refers to the likelihood that the licensee or applicant will
comply with applicable law and regulation. Attributable interests generally
refers to the level of ownership or other involvement in station operations that
would result in the FCC attributing ownership of that station or other media
outlets to the person or entity in determining compliance with FCC ownership
limitations.
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To obtain the FCC's prior consent to assign a broadcast license or
transfer control of a broadcast licensee, an application must be filed with the
FCC. If the application involves a substantial change in ownership or control,
the application must be placed on public notice for a period of no less than 30
days during which petitions to deny the application or other objections may be
filed by interested parties, including certain members of the public. If the FCC
grants the application, interested parties have no less than 30 days from the
date of public notice of the grant to seek reconsideration or review of that
grant by the full commission or, as the case may be, a court of competent
jurisdiction. The full FCC has an additional 10 days to set aside on its own
motion any action taken by the FCC's staff acting under delegated authority.
When passing on an assignment or transfer application, the FCC is prohibited
from considering whether the public interest might be served by an assignment or
transfer to any party other than the assignee or transferee specified in the
application.
Multiple and Cross-Ownership Restrictions
The FCC imposes significant restrictions on certain positional and
ownership, or "attributable", interests that a single entity can hold in
broadcast television stations, cable systems and other media. These rules limit
the number of television stations that a single entity can own, control or
influence in both national and local markets, and also limit the permissible
ownership combinations involving television stations and other types of media,
such as radio, cable and newspapers.
Under the FCC's rules, officers, directors and equity holders who own 5%
or more of the outstanding voting stock of a licensee are deemed to have an
"attributable" interest in the Company. Certain institutional investors who
exert no control or influence over a licensee may, however, own up to 20% of the
outstanding voting stock before their interest will be attributed. Nonvoting
stockholders, minority voting stockholders in companies controlled by a single
majority stockholder, and holders of options and warrants are generally exempt
from attribution under current rules. However, under the FCC's new equity-debt
plus rule, a party will be deemed to be attributable if it owns a non-voting
interest exceeding 33% of the total asset value (including debt and equity) of
the licensee and it either provides 15% of the station's weekly programming or
owns an attributable interest in another broadcast station, cable system or
daily newspaper in the market, even if there is a single majority shareholder.
Under the FCC's rules, an individual or entity may hold attributable
interests in an unlimited number of television stations nationwide, subject to
the restriction that no individual or entity may have an attributable interest
in television stations reaching, in the aggregate, more than 35% of the national
viewing audience. For purposes of this calculation, stations in the UHF band,
which covers channels 14 - 69, are attributed with only 50% of the households
attributed to stations in the VHF band, which covers channels 2 - 13. Under its
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recently revised ownership rules, if an entity has attributable interests in two
television stations in the same market, the FCC will count the audience reach of
that market only once for purposes of applying the national ownership cap.
Last year, the FCC relaxed it "television duopoly" rule, which previously
barred any entity from having an attributable interest in two television
stations with overlapping service areas. The FCC's new television duopoly rule
permits a party to have attributable interests in two television stations
without regard to signal contour overlap provided the stations are licensed to
separate Designated Market Areas ("DMA"), as determined by Nielsen. In addition,
the new rule permits parties to own up to two television stations in the same
DMA as long as at least eight independently owned and operating full-power
television stations remain in the market at the time of acquisition, and at
least one of the two stations is not among the top four ranked stations in the
DMA based on specified audience share measures. The FCC also may grant a waiver
of the television duopoly rule if one of the two television stations is a
"failed" or "failing" station, if the proposed transaction would result in the
construction of an unbuilt television station, or if extraordinary public
interest factors are present.
Last year, the FCC also relaxed its "one-to-a-market" rule, which
restricts the common ownership of television and radio stations in the same
market. One entity may now own up to two television stations and six radio
stations in the same market provided that: (1) 20 independent voices (including
certain newspapers and a single cable system) will remain in the relevant market
following consummation of the proposed transaction, and (2) the proposed
combination is consistent with the television duopoly and local radio ownership
rules. If fewer than 20 but more than 9 independent voices will remain in a
market following a proposed transaction, and the proposed combination is
consistent with the FCC's rules, a single entity may have attributable interests
in up to two television stations and four radio stations. If neither of these
various "independent voices" tests are met, a party generally may have an
attributable interest in no more than one television station and one radio
station in a market. The FCC's rules restrict the holder of an attributable
interest in a television station from also having an attributable interest in a
daily newspaper or cable television system serving a community located within
the coverage area of that television station.
Although the FCC's recent revisions to its broadcast ownership rules became
effective on November 16, 1999, several petitions have been filed at the FCC
seeking reconsideration of the new rules. The Company cannot predict the outcome
of these reconsideration requests.
Restrictions on Foreign Ownership
The Communications Act prohibits the issuance of broadcast licenses to, or
the holding of a broadcast license by foreign citizens or any corporation of
which more than 20% of the capital stock is owned of record or voted by non-U.S.
citizens or their representatives or by a foreign government or a representative
thereof, or by any corporation organized under the laws of a foreign country.
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The Communications Act also authorizes the FCC to prohibit the issuance of a
broadcast license to, or the holding of a broadcast license by, any corporation
controlled by any other corporation of which more than 25% of the capital stock
is owned of record or voted by aliens. The FCC has interpreted these
restrictions to apply to other forms of business organizations, including
partnerships.
Programming and Operation
The Communications Act requires broadcasters to serve the public interest,
convenience and necessity. The FCC has gradually restricted or eliminated many
of the more formalized procedures it had developed to promote the broadcast of
programming responsive to the needs of the station's community of license.
Licensees continue to be required, however, to present programming that is
responsive to community problems, needs and interests and to maintain certain
records demonstrating such responsiveness. Complaints from listeners concerning
a station's programming will be considered by the FCC when it evaluates the
licensee's renewal application, but these complaints may be filed and considered
at any time.
Stations must also pay regulatory and application fees and follow various
FCC rules that regulate, among other things:
o political advertising;
o children's programming;
o commercial advertising on children's programming;
o the broadcast of obscene or indecent programming;
o sponsorship identification; and
o technical operations and equal employment opportunity requirements.
Failure to observe these or other rules and policies can result in the
imposition of various sanctions, including monetary forfeitures, the grant of
short or less than the maximum renewal terms, or for particularly egregious
violations, the denial of a license renewal application or the revocation of a
license.
Must-Carry / Retransmission Consent
As part of the Cable Television Consumer Protection and Competition Act of
1992, television broadcasters are required to make triennial elections to
exercise either "must-carry" or "retransmission consent" rights with respect to
their carriage by cable systems in each broadcaster's local market. By electing
must-carry rights, a broadcaster demands carriage on a specified channel on
cable systems within its television market or DMA. Alternatively, if a
broadcaster chooses to exercise retransmission consent rights, it can negotiate
the terms under which the cable system will carry its broadcast signal.
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The United States Supreme Court upheld the validity of the must-carry
rules in a 1997 decision. These must-carry rights are not absolute and their
exercise is dependent on a variety of factors, including: (i) the number of
active channels on the cable system; (ii) the location and size of the cable
system; and (iii) the amount of programming on a broadcast station that
duplicates the programming of another broadcast station carried by the cable
system. Therefore, under certain circumstances, a cable system may decline to
carry a given station.
Under the FCC's rules, television stations were required to make their
election between must-carry and retransmission consent status by October 1,
1999, for the period from January 1, 2000 through December 31, 2002. Television
stations that failed to make an election by the specified deadline were deemed
to have elected must-carry status for the relevant three-year period. Each of
our full-power stations has elected must carry status.
The FCC is currently conducting a rulemaking proceeding to determine the
scope of the cable systems' carriage obligations with respect to digital
broadcast signals during and following the transition from analog to digital
broadcasting.
Review of Must Carry Rules
FCC regulations implementing the Cable Television Consumer Protection and
Competition Act of 1992 require each full-power television broadcaster to elect,
at three year intervals beginning October 1,1993, to either:
o require carriage of its signal by cable systems in the station's
market, which is referred to as must carry rules; or
o negotiate the terms on which such broadcast station would permit
transmission of its signal by the cable systems within its market,
which is referred to as retransmission consent.
The United States Supreme Court upheld the must-carry rules in a 1997
decision. These must carry rights are not absolute, and their exercise is
dependent on a variety of factors such as:
o the number of active channels on the cable system;
o the location and size of the cable system; and
o the amount of programming on a broadcast station that duplicates the
programming of another broadcast station carried by the cable system.
Therefore, under certain circumstances, a cable system may choose to decline to
carry a given station. We have elected must carry with respect to each of our
full-power television stations which are each carried on the related cable
system. In addition, we are currently negotiating with cable providers to obtain
carriage for various of our low-power stations. We can offer no assurances,
however, that we will obtain such carriage.
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Local Marketing Agreements
We have, from time to time, entered into local marketing agreements, or
LMAs, generally in connection with pending station acquisitions. By using LMAs,
we can provide programming and other services to a station that we intend to
acquire before we receive all applicable FCC and other governmental approvals
that are necessary to consummate that assignment.
FCC rules and policies generally permit LMAs if the station licensee
retains ultimate responsibility for and control of the applicable station,
including finances, personnel, programming and compliance with the FCC's rules
and policies. We cannot be sure that we will be able to air all of our scheduled
programming on a station with which we have LMAs or that we will receive the
anticipated revenue from the sale of advertising for such programming.
For purposes of its national and local multiple ownership rules, the FCC
attributes LMAs that involve more than 15% of the brokered station's weekly
program time. Thus, if an entity owns one television station in a market and has
a qualifying LMA with another station in the same market, this arrangement must
comply with all of the FCC's ownership rules including the television duopoly
rule. LMA arrangements entered into prior to November 5, 1996 are grandfathered
until 2004. LMAs entered into on or after November 5, 1996 have until
approximately August 2001 to comply with this requirement. Petitions for
reconsideration have been filed against the FCC order that adopted these
requirements.
Digital Television Services
The FCC has adopted rules for implementing digital television service in
the United States. Implementation of digital television will improve the
technical quality of television signals and provide broadcasters the flexibility
to offer new services, including high-definition television and data
broadcasting. The FCC has established service rules and adopted a table of
allotments for digital television. The table of digital allotments provides each
existing television station licensee or permittee with a second broadcast
channel to be used during the transition to digital television, conditioned upon
the surrender of one of the channels at the end of the digital television
transition period. We have commenced construction of digital facilities for each
of its stations. We have also preserved our ability to maximize the DTV
facilities for each of our stations, and we will file maximization applications
by the FCC's May 1, 2000 deadline.
The digital television implementing rules permit broadcasters to use their
assigned digital spectrum to provide a variety of ancillary or supplemental
services including, for example, data transfer, subscription video, interactive
materials, and audio signals, subject to the requirement that they continue to
provide at least one free, over-the-air television service. The FCC has
established May 1, 2002 as the deadline for initiation of digital television
service for all television stations and 2006 as the date that television
broadcasters must return their analog license to the FCC unless specified
conditions exist, that in effect limit the public's access to digital television
in a particular market. These dates are subject to biennial reviews that will
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evaluate the progress of the DTV transition, including the rate of consumer
acceptance. The FCC also has adopted rules that require broadcasters to pay a
fee of 5% of gross revenues received from ancillary or supplementary uses of the
digital spectrum for which they receive subscription fees or compensation other
than advertising revenues derived from free over-the-air broadcasting services.
Equipment and other costs associated with the digital television
transition, including the necessity of temporary dual-mode operations, will
impose some near-term financial costs on television stations providing the
services. The potential also exists for new sources of revenue to be derived
from digital television. We cannot predict the overall effect the transition to
digital television might have on our business.
Satellite Home Viewer Improvement Act
The Satellite Home Viewer Improvement Act ("SHVIA") enables satellite
carriers to provide more television programming to subscribers. Specifically,
SHVIA: (1) provides a statutory copyright license to enable satellite carriers
to retransmit a local television broadcast station into the station's local
market (i.e., provide "local-into-local" service); (2) permits the continued
importation of distant network signals (i.e., network signals that originate
outside of a satellite subscriber's local television market or DMA) for certain
existing subscribers; (3) provides broadcast stations with retransmission
consent rights; and (4) mandates carriage of broadcast signals on a
"local-into-local" basis after a phase-in period. "Local markets" are defined to
include both a station's DMA and its county of license.
SHVIA requires that, with several exceptions, satellite carriers may not
retransmit the signal of a television broadcast station without the express
authority of the originating station. Such express authorization is not needed,
however, when satellite carriers retransmit a station's signal into its local
market (i.e., provide local-into-local transmissions) prior to May 28, 2000.
This retransmission can occur without the station's consent. Beginning May 29,
2000, however, a satellite carrier must obtain a station's consent before
retransmitting its signal within the local market. Additional exceptions to the
retransmission consent requirement exist for noncommercial stations, certain
superstations and broadcast stations that have asserted their must-carry rights.
In addition, SHVIA permits satellite carriers to provide distant or
nationally broadcast programming to subscribers in "unserved" households (i.e.,
households are unserved by a particular network if they do not receive a signal
of at least Grade B intensity from a station affiliated with that network) until
December 31, 2004. However, satellite television providers can retransmit the
distant signals of no more than two stations per day for each television
network.
SHVIA also provides for mandatory carriage of all television broadcast
stations by satellite carriers, effective January 1, 2002, under certain
circumstances. Effective January 1, 2002, a satellite carrier that retransmits
one local television broadcast station into its local market under a
retransmission consent agreement, must carry upon request all television
broadcast stations in that same market. Satellite carriers are not required,
however, to carry the signal of a station that substantially duplicates the
programming of another station in the market, and are not required to carry more
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than one affiliate of the same network in a given market unless the television
stations are located in different states.
In addition, SHVIA requires the FCC to commence a rulemaking proceeding
that extends the network nonduplication, syndicated exclusivity and sports
blackout rules to the satellite retransmission of nationally distributed
superstations. The FCC already has initiated several rulemaking proceedings, as
required by SHVIA, to implement certain aspects of this Act.
Children's Television Act
The FCC's rules limit the amount of commercial matter that may be
broadcast during programming designed for children 12 years of age and younger
to 12 minutes per hour on weekdays and 10.5 minutes per hour on weekends.
Violations of the children's commercial limitations may result in monetary fines
or non-renewal of a station's broadcast license. FCC rules further require
television stations to serve the educational and informational needs of children
16 years old and younger through the stations' own programming as well as
through other means. The FCC has guidelines for processing television station
renewals under which stations are found to have complied with the children's
programming requirements if they broadcast three hours per week of "core"
children's educational programming, which among other things, must have as a
significant purpose serving the educational and informational needs of children
16 years of age and younger. A television station that the FCC finds not to have
complied with the "core" programming processing guideline could face sanctions,
including monetary fines and the possible non-renewal of its broadcasting
license, if it has not demonstrated compliance with the children's programming
requirements in other ways. The FCC has indicated its intent to strictly enforce
its children's television rules. Television broadcasters must file periodic
reports with the FCC to document their compliance with foregoing obligations.
Proposed Regulations and Legislation
In 1995, the FCC issued notices of proposed rulemaking proposing to modify
or eliminate most of its remaining rules governing the broadcast
network-affiliate relationship. The network-affiliate rules were originally
intended to limit networks' ability to control programming aired by affiliates
or to set station advertising rates and to reduce barriers to entry by networks.
The dual network rule, which generally prevents a single entity from owning more
than one broadcast television network, is among the rules under consideration in
these proceedings. Although the Telecommunications Act substantially relaxed the
dual network rule by providing that an entity may own more than one television
network, none of the four major national television networks may merge with each
other or acquire certain other networks in existence on February 8, 1996. We
cannot predict how or when the FCC proceeding will be resolved or how those
proceedings or the relaxation of the dual network rule may affect our business.
Low-Power Television
Low-power television stations are regarded by the FCC as having secondary
status to full-power television stations and are subject to being displaced by
changes in full-power stations resulting from digital television allotments. On
November 29, 1999, Congress enacted the Community Broadcasters Protection Act,
which created a new "Class A" low-power television station. Class A low-power
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television stations are entitled to protection from future displacement by
full-power television stations under certain circumstances. The FCC has adopted
rules governing the extent of interference protection that must be afforded to
Class A stations and the eligibility criteria for these stations. Most of the
stations that we own or operate or have agreements to purchase are low-power
television stations, and we have already requested Class A status for these
stations. Of those stations that we own or operate or have agreements to
acquire, the FCC considers the following low-power stations to be eligible to
apply for Class A status: KCOS-LP, KWDT-LP, K52EA, KSTI-LP, KLHO-LP and K29DZ.
We cannot predict how the establishment of this new Class A status will impact
our operations.
In addition, the U.S. Congress and the FCC have under consideration, and
in the future may consider and adopt new laws, regulation and policies regarding
a wide variety of matters that could affect, directly or indirectly, the
operation, ownership and profitability of our broadcast stations. Any such
changes could result in the loss of audience share and advertising revenues for
such station, and affect our ability to acquire additional broadcast stations or
finance such acquisitions. In addition to the issues noted above, such changes
may include:
o spectrum use fees;
o political advertising rates;
o potential restrictions on the advertising of certain products (beer,
wine and hard liquor);
o further revisions in the FCC's cross-interest, multiple ownership and
attribution policies;
o foreign ownership of broadcast licenses;
o technical and frequency allocation matters; and
o DTV tower siting issues.
The FCC also has initiated a notice of inquiry to examine whether additional
public interest obligations should be imposed on DTV licensees. We cannot
predict the resolution of these issues or other issues discussed above, although
their outcome could, over a period of time, affect, either adversely or
favorably, the broadcasting industry generally or us specifically.
The foregoing summary of FCC and other governmental regulations is not
intended to be comprehensive. For further information concerning the nature and
extent of federal regulation of broadcast stations, you should refer to the
Communications Act, the Telecommunications Act, other Congressional acts, FCC
rules and the public notices and rulings of the FCC.
22
<PAGE>
Facilities
We own our principal offices of approximately 40,000 square feet located
at 6125 Airport Freeway, Suite 200, Fort Worth, Texas 76117. We use this space
for our general office and administrative purposes, as well as for programming
services, including our earth station and uplink facility, warehouse needs and
full-time production studio. We broadcast our programming to our owned or
operated and affiliate stations from a satellite transponder, which can transmit
ten digital signals and which is leased pursuant to an agreement that expires in
2006. We believe that this space is adequate for our current and future needs.
Employees
As of December 31, 1999, we had 56 full time employees. Our employees are
not represented by any collective bargaining organization, and we have never
experienced a work stoppage. We believe that our relations with our employees
are satisfactory.
Item 2. Properties
A description of the Registrant's properties is included in Item 1,
Business, and is incorporated herein by reference.
Item 3. Legal Proceedings and Administrative Matters
Currently, we are a party to the following actions:
1. In American Independent Network, Inc. v. Knapp Petersen and Clarke,
No. 4-99CV-0124P, U.S. District Court, Northern District of Texas, Ft.
Worth Division, we sued for damages claiming a breach of fiduciary
duties and the law firm filed a counterclaim seeking fees for legal
services. This case was transferred to the Southern District of
California. This matter is subject to a binding arbitration agreement.
2. In American Independent Network, Inc. v. John Priscella, et al., Civil
Action No. 4:99-CV-850-Y, U.S. District Court, Northern District of
Texas, Fort Worth Division, we sued John Priscella, Data West and
others for the recovery of (1) 680,000 shares of common stock issued
to Data West and John Priscella in connection with financing that was
never provided, (2) certain personal property and (3) other damages.
We have recovered all 680,000 shares of common stock, which we
subsequently cancelled, and certain personal property, however, we
intend to pursue our claims against Data West and John Priscella to
recover our remaining property and damages. At this time, our claim is
still pending.
3. In Telemundo of Houston-Galveston, Inc. v. Marco Camacho, Hispanic
Television Network, Inc. and Rodney Rodriguez, Cause No.
348-182124-00, 348th District Court, Tarrant County, Texas Telemundo
is seeking an injunction against against us and Marco Camacho to
prevent us from hiring any of their Houston station employees.
Telemundo obtained a temporary restraining order to this effect in
March 2000. Although we were able to reach an oral agreement with
Telemundo in which we agreed to refrain from hiring any additional of
their Houston station employees for a period of six months,
we have not been able to agree to the terms of a written settlement
agreement. As a result, this matter is still pending.
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<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
(a) On November 19, 1999, we held an Annual Meeting of stockholders for our
stockholders of record as of October 12, 1999.
(b) At the Annual Meeting, our stockholders elected four directors, James
Ryffel, P. Alan Luckett, Bob J. Bryant and Douglas Miller.
(c) On October 12, 1999, there were 19,007,466 shares of common stock
outstanding. Below is a listing of each matter on which our stockholders had the
opportunity to vote at the Annual Meeting, including the number of votes cast
with respect to each item:
o the election of four (4) directors, James Ryffel, P. Alan Luckett, Bob
J. Bryant and Douglas Miller to serve a term of one year;
Director For Against Abstentions
-------- --- ------- -----------
James Ryffel 16,546,567 0 86,061
P. Alan Luckett 16,546,613 0 86,015
Bob J. Bryant 16,548,165 0 84,463
Douglas K. Miller 16,546,567 0 86,061
o the amendment of our Certificate of Incorporation (1) to authorize a
total of 200,000,000 shares of common stock, (2) to authorize
20,000,000 shares of preferred stock and (3) to reset the par value of
preferred stock;
For Against Abstentions
--- ------- -----------
15,934,489 109,246 9,257
o the ratification of our Board's decision to merge with Hispano
Television Ventures, Inc. and the Agreement and Plan of Merger between
American Independent Network, Inc. and Hispano Television Ventures,
Inc., dated as of October 15, 1999;
For Against Abstentions
--- ------- -----------
15,967,356 85,047 589
o the amendment of our Certificate of Incorporation to change our name
to "Hispanic Television Network, Inc." in connection with our merger;
For Against Abstentions
--- ------- -----------
16,540,362 86,631 5,635
o the ratification of the selection of Jack F. Burke, Jr. as our
independent auditor for the fiscal year ending December 31, 1999; and
For Against Abstentions
--- ------- -----------
16,543,262 80,812 8,554
24
<PAGE>
o the amendment of our Bylaws to authorize our Board of Directors to
amend the Bylaws.
For Against Abstentions
--- ------- -----------
15,934,616 111,160 7,216
25
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Our common stock has been traded on the Over the Counter Bulletin Board of
the Nasdaq Stock Market, under the symbol "HTVN" (formerly "AINW").
No trades were reported prior to October 18, 1998. The quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not represent actual transactions.
Price Range of Stock
High Bid Low Bid
--------- --------
1998 Fiscal year
Fourth Quarter (from October 18) ........... $ 1.00 $ 0.13
1999 Fiscal Year
First Quarter .............................. $ 2.13 $ 0.63
Second Quarter ............................. $ 2.13 $ 0.31
Third Quarter .............................. $ 0.94 $ 0.13
Fourth Quarter ............................. $ 4.31 $ 0.16
2000 Fiscal Year
First Quarter .............................. $ 21.00 $ 4.00
Second Quarter (through April 20) .......... $ 14.25 $ 9.00
On April 20, 2000, the closing bid price of our common stock reported on
Nasdaq's Over the Counter Bulletin Board was $10.88 per share. As of April 20,
2000, there were approximately 925 stockholders of record of our common stock.
We have never paid cash dividends on our common stock and our board of
directors does not anticipate paying cash dividends in the foreseeable future.
We currently intend to retain future earnings to finance the growth of our
business. Therefore, it is unlikely that you will receive any funds from your
investment in our common stock without selling your shares. We cannot assure you
that you will receive a gain on your investment when you sell your shares or
that you will not lose the entire amount of your investment.
26
<PAGE>
Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Background
On December 14, 1999, American Independent Network, or AIN, merged with
Hispano Television Ventures, Inc., a producer of Spanish-language programming,
and was renamed Hispanic Television Network, Inc. Originally formed on December
11, 1992, AIN has historically operated as a general market, family-oriented
television network providing programming and other services. We currently
operate two networks, AIN, which has over 35 affiliates, and HTVN, which owns or
operates or has agreements or letters of intent to acquire 20 television
stations in 16 markets of which 11 stations are currently broadcasting HTVN
programming in 9 markets, including 2 that are in the top ten markets ranked by
DMA. We intend, whether through the acquisition of or affiliation with stations,
to acquire a presence in certain of the top 20 markets ranked by Hispanic
population in order to reach approximately 75% of the Hispanic population. The
purpose of the merger was to position the company to become a major Hispanic
media company.
We are targeting the Mexican Hispanic market because we believe that it
presents vast marketing opportunities and that it is currently under-served by
our competition. With few competitors in this rapidly growing market, we feel
that there are unlimited opportunities to provide a quality broadcasting service
to a Hispanic population that is experiencing an explosive growth rate.
Our financial results depend on a number of factors, including the
strength of the national economy and the local economies served by our stations,
total advertising dollars dedicated to the markets served by our stations,
advertising dollars dedicated to the Hispanic consumers in the markets served by
our stations, our stations' audience ratings, our ability to provide interesting
programming, local market competition from other television stations and other
media, and government regulations and policies.
As is common in other media companies, our performance is measured by our
ability to generate broadcast cash flow, EBITDA and after-tax cash flow.
Broadcast cash flow consists of operating income before depreciation,
amortization and corporate expenses. EBITDA consists of earnings before
extraordinary items, net interest expense, income taxes, depreciation,
amortization, and other income and expenses. After-tax cash flow consists of
income before income tax benefit (expense) and extraordinary items, minus the
current income tax provision, plus depreciation and amortization expense.
Although broadcast cash flow, EBITDA and after-tax cash flow are not measures of
performance calculated in accordance with generally acceptable accounting
principals, we feel that broadcast cash flow, EBITDA and after-tax cash flow are
useful in evaluating us because these measures are acceptable by the
broadcasting industry as generally recognized measures of performance and are
used by securities industry analysts who publish reports on the performance of
broadcasting companies. Broadcast cash flow, EBITDA and after-tax cash flow are
not intended to be substitutes for operating income as determined in accordance
with generally acceptable accounting principles, or alternatives to cash flow
from operating activities (as a measure of liquidity) or net income.
27
<PAGE>
For accounting purposes, the merger was treated as a reverse acquisition
of the Company by Hispanic Television Network, Inc. The following discussion
reflects the material operations of Hispano Television Ventures, Inc. from its
inception in February 1998 to December 31, 1999 and the historical operation of
AIN as the Company's predecessor for the year ended December 31, 1998 and for
the period January 1, 1999 to September 2, 1999, the date on which Hispano
Television Ventures, Inc. initially acquired a controlling interest in AIN.
Results of AIN from September 2, 1999 until December 31, 1999 are included in
the consolidated statement of operations of the Company for the year ended
December 31, 1999.
Revenues
Our primary source of revenue is the sale of advertising on our networks
to national advertisers and on our television stations to local and national
advertisers. Our revenues are affected primarily by the advertising rates that
we are able to charge on our networks and that our television stations are able
to charge as well as the overall demand for Hispanic television advertising
time. Advertising rates are determined primarily by:
o the markets covered by our networks,
o the number of competing Hispanic television stations in the same
market as our stations,
o the television audience share in the demographic groups targeted by
advertisers, and
o the supply and demand for Hispanic advertising time.
Seasonal fluctuations are also common to the broadcast industry and are due
primarily to fluctuations in advertising expenditures by national and local
advertisers. The first calendar quarter typically produces the lowest broadcast
revenues for the year because of the normal post-holiday decreases in
advertising
Historically, our network advertising has been sold targeting direct
response and per inquiry advertisers. Going forward, we will deploy a network
advertising team consisting of account executives that will solicit advertising
directly from national advertisers as well as soliciting advertising from
national advertising agencies. Each of our stations will also have account
executives that will solicit local and national advertising directly from
advertisers and from advertising agencies.
28
<PAGE>
We market our advertising time on our HTVN and AIN networks to:
o Advertising agencies and independent advertisers. We sell commercial
time to advertising agencies and independent advertisers. The monetary
value of this time is based upon the estimated size of the viewing
audience; the larger the audience, the more we are able to charge for
the advertising time. To measure the size of a viewing audience
networks and stations generally subscribe to nationally recognized
rating services, such as Nielsen. Currently, a number of AIN's
affiliate stations are located in the smaller market areas of the
country. Our goal is to enter into affiliate agreements with stations
located in the top demographic market areas for both AIN and HTVN, in
order to obtain Nielsen ratings that justify charging higher rates for
our advertising time.
o Affiliate Stations. In exchange for providing programming and
advertising time to our affiliate stations, we retain advertising time
and gain access to the affiliate stations' markets. In a traditional
broadcasting contract, an affiliate station would retain all available
advertising time, which it would then sell to outside advertisers, and
the network would receive a fee from the affiliate station. However,
we believe that by selling retained commercial time to outside
advertisers, we are able to generate higher revenues than we would
otherwise receive in fees from our affiliate stations. Advertising
time is generally a component of the programming contract with
affiliate stations. As a result, we are not required to separately
market the advertising time to our affiliate stations.
o Program Owners: In exchange for licensing rights to select
programming, we give the program owner advertising time during the
broadcast of such programming. The program owner is then able to sell
the advertising time to outside parties. We generally contract with
program owners at the National Association of Television Program
Executives convention and accordingly, are not required to actively
market this segment of our advertising time.
Furthermore, election year advertising is expected to be comprehensive
with coverage targeting broad demographic groups. We believe that this increase
in political advertising expenditures will provide both HTVN and AIN with a
significant opportunity to increase its advertising revenues for 2000.
Expenses
Our most significant expenses are employee compensation, rating services,
advertising and promotional expenses, engineering and transmission expenses and
production and programming expenses. In some cases, we are required to incur
upfront programming expenses when procuring exclusive programming usages and
licenses. In most all cases associated with upfront programming payments, the
upfront payments will be amortized over the applicable contract term.
Historically, significant exclusive programming usages and licenses have not
been procured. We will maintain tight controls over our operating expenses by
centralizing our master control, network programming, finance, human resources
and management information system functions. Depreciation of fixed assets and
amortization of costs associated with the acquisition of additional stations are
also significant elements in determining our total expense level.
29
<PAGE>
As a result of attracting key officers and personnel to HTVN, we have
offered stock options as an alternate form of compensation. In the event that
the strike price of the stock option is less than the fair market value of the
stock on the date of grant, any difference will be amortized as compensation
expense over the vesting period of the stock options.
Our monthly operating expense level will vary from month to month due
primarily to the timing of significant advertising and promotion expenses. We
will incur significant advertising and promotion expenses associated with the
ramp up of HTVN and with the establishment of our presence in new markets
associated with our new station acquisitions. Increased advertising revenue
associated with these advertising and promotional expenses typically lag behind
the incurrence of these expenses.
Advertising
The majority of all revenues generated come from the sale of network,
national spot and local spot advertising on our owned and operated stations.
Network Advertising. All owned and operated stations as well as affiliates
have a percentage of available commercial time dedicated for "network" sales.
The commercials sold on the network are broadcast simultaneously in all markets
that we serve.
National Spot Advertising. National advertisers have the opportunity to
buy "spot" advertising in specific markets. For example, an advertising agency
in New York would use spot advertising to purchase commercials in San Antonio
and Oklahoma City.
Local Spot Advertising. Advertising agencies and businesses located in a
market will buy commercial air time in their respective market. This commercial
time is sold in the market by a local sales force. Local spot advertising also
includes event marketing. In conjunction with a spot buy the station
incorporates events that may be held on the premise of a business or advertiser
for the purpose of driving traffic to that place of business.
Our in-house sales department will generate our Network and National spot
advertising sales. They will be located in all major markets that have a large
concentration of advertising agencies targeting the Hispanic market. The sales
of our local spot advertising will be generated by the local sales staff
established at each of our television stations.
Results of Operations
Hispanic Television Network, Inc. - Historical Results of Operations
Year ended December 31, 1999 compared to the year ended December 31, 1998
Revenues. Revenues are primarily derived from our programming services,
sales of advertising and programming time, and leasing of digital satellite
channels. Revenues for fiscal 1999 were $278,186 compared to $1,997 for fiscal
1998, an increase of $276,189. The increase in revenues is primarily the result
of the impact of the September 2, 1999 merger with AIN, which resulted in the
inclusion of four months of AIN revenues (September 3, 1999 - December 31,
1999).
30
<PAGE>
Cost of Operations. Costs of operations were $3,565,863 for the 1999
fiscal year and $105,923 for the 1998 fiscal year. The increase in 1999 is
primarily due to the impact of the September 2, 1999 merger with AIN, which
resulted in the inclusion of four months of AIN expenses (September 3, 1999 -
December 31, 1999). Cost of operations has significantly increased over prior
year as a result of rapid expansion and positioning of our networks.
General and Administrative. General and administrative expenses for the
fiscal year ended December 31, 1999 were $2,943,782. There were no significant
general and administrative expenses for fiscal year 1998. 1999 general and
administrative expenses are comprised primarily of salaries & wages ($862,000),
bank loan securitization ($495,000), professional fees ($343,000), taxes, rent
and office related expenses.
Interest expense for the fiscal year 1999 was $39,443. There was no
interest expense for fiscal year 1998. The 1999 interest expense is a result of
convertible debt issued in connection with the September 2, 1999 merger with
AIN.
Operating Results. We had a net operating loss of $3,333,393 for fiscal
year ended December 31, 1999 compared to a net operating loss of $103,926 for
the fiscal year ended December 31, 1998. The increased loss for 1999 was
primarily attributed to general and administrative expenses, satellite and
building rent, depreciation and amortization resulting from the ramp up in
operations and the impact of the September 2, 1999 merger with AIN.
Earnings Per Share of Common Stock. The net losses per common share are
based upon the weighted average of outstanding common stock. In 1999, the net
loss per share of common stock was $0.05. The loss is reflective of the increase
in cost of operations. For fiscal 1998, net loss per share of common stock was
$0.01.
American Independent Network, Inc. - Historical Results of Operations
Period ended September 2, 1999 compared to the year ended December 31, 1998
Revenues. Revenues are primarily derived from our programming services,
sales of advertising and programming time, and leasing of digital satellite
channels. Revenues for fiscal 1999 were $93,376 compared to $377,380 for fiscal
1998, a decrease of $284,004. The decrease in revenues is primarily the result
of the impact of the September 2, 1999 merger with Hispano Television Ventures,
Inc., which resulted in the exclusion of four months of AIN revenues (September
3, 1999 - December 31, 1999). These four months (September 3, 1999 - December
31, 1999) have been included in HTVN's 1999 financials.
Cost of Operations. Costs of operations were $4,948,346 for the 1999
fiscal year and $2,914,474 for the 1998 fiscal year. The increase in 1999 was
due to an increase in general and administrative expenses offset by the impact
of the September 2, 1999 merger with Hispano Television Ventures, Inc., which
resulted in the exclusion of four months of AIN expenses (September 3, 1999 -
December 31, 1999).
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<PAGE>
General and Administrative. General and administrative expenses for the
period ended September 2, 1999 were $4,032,889 compared to $557,367 for fiscal
year 1998, an increase of $3,475,522. The majority of these expenses pertain to
the issuance of stock for services rendered at a time when the company had
insufficient capital to fund such expenses. Our general and administrative
expenses consist primarily of legal expenses, consulting and professional fees,
payroll and wages, taxes and general office costs.
Interest expense for the period ended September 2, 1999 was $4,731,212 and
for fiscal year 1998 was $314,275, an increase of $4,416,937. This increase
pertains the settlement of outstanding debt for stock where the fair market
value of stock issued for debt exceeded the book value of the debt. Excess fair
market value of the stock issued over the book value of the debt has been
recorded as interest expense.
Operating Results. We had a net operating loss of $9,552,207 for the
period ended September 2, 1999 compared to the net operating loss of $2,221,343
for the fiscal year ended December 31, 1998. The loss for 1999 was primarily
attributed to services and interest expense related to the issuance of common
stock for services and the issuance of stock for the conversion and extension of
debt and bridge loans.
Earnings Per Share of Common Stock. The net earnings per common share are
based upon the weighted average of outstanding common stock. In 1999, the net
loss per share of common stock was $1.60. The loss is reflective of the increase
in operating expenses from the conversion of services and debt for stock. For
fiscal 1998, net loss per share of common stock was $0.60.
Liquidity and Capital Resources
We have financed our operations through a combination of the issuance of
equity securities to private investors, issuance of private debt, loans from
affiliates, and cash flow from operations. We have had cumulative losses of
$3,437,319 from inception through December 31, 1999.
Current liabilities at December 31, 1999 were $3,801,838, which exceeds
current assets of $239,644 by $3,562,194. December 31, 1999 current liabilities
have been reduced by approximately $1.7 million and December 31, 1999 current
assets have increased by approximately $2.7 million as March 31, 2000.
Financing activities during 1999 consisted of (i) $400,000 of a
$10,000,000 private placement which commenced in December 1999 (balance received
in 2000) consisting of units of 10,000 shares of common stock and warrants to
purchase 10,000 shares of common stock at $2.00 per share and (ii) a Line of
Credit for $500,000 with Bank One. Our financing activities for 1998 consisted
of private and related party debt in the aggregate of $740,396. These loans were
used primarily for the repayment of debt and working capital needs. In addition,
we have repaid $283,501 during fiscal 2000 of the $817,994 total bridge notes
outstanding as of December 31, 1999 and $1,008,659 during fiscal 2000 of the
$1,642,695 accounts payable outstanding (includes $500,000 Line of Credit) as of
December 31, 1999 with proceeds from our December 1999 private placement.
Our continued growth, including will require additional funds that may
come from a variety of sources, including equity or debt issuances, bank
borrowings and capital lease financings. We currently intend to use any funds
raised through these sources to fund various aspects of our continued growth,
including to acquire new stations, to perform digital upgrades of acquired
stations, to fund key programming acquisitions, to perform station capital
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<PAGE>
upgrades, to secure cable connections, to fund master control / network
equipment upgrades, to make strategic investments and to fund our working
capital needs.
We had net losses of $103,926 in 1998 and $3,333,393 in 1999. We expect
these losses to continue as we incur significant capital expenditures and
operating expenses to acquire new television stations and convert them to a
Hispanic format. We currently anticipate that our revenues as well as cash from
financings will be sufficient to satisfy operating expenses by the end of 2000.
We may need to raise additional funds, however. If adequate funds are not
available on acceptable terms, our business, results of operations and financial
condition could be materially adversely affected.
Impact of inflation
Management does not believe that general inflation has had or will have a
material effect on operations.
Transactions in 2000
On January 10, 2000, we completed funding of the initial payment of $1.5
million to Carlos Ortiz in connection with the Purchase Agreement, dated
December 15, 1999, pursuant to which we agreed to purchase 10 television
stations in Texas, New Mexico, Oklahoma, and Arizona for an aggregate of $10.0
million from Carlos Ortiz. The purchase price was comprised of $7.0 million in
cash and $3.0 million in shares of our common stock, which equals 695,652 shares
based on our common stock's closing price on December 31, 1999. Currently, we
are operating all of these stations under a local marketing agreement whereby we
control all programming, receive all revenues from and pay all expenses
associated with each of these stations pending the closing of this transaction,
which we have the right to schedule at any time during the two years following
the execution of the purchase agreement. We currently anticipate that we will
close this transaction during calendar 2000. The cost of this acquisition will
be depreciated over the life of the assets.
On March 24, 2000, we entered into a strategic partnership with Cubico.com,
Inc., which operates a Latin-based Internet portal that is expected to be
launched in the second half of 2000, that gives us a 48% ownership interest in
the operations of Cubico and provides us with joint marketing opportunities
whereby Cubico will maintain HTVN's logo on Cubico's home page with a
"hyperlink" button that will link users to our Hispanic programming through
video streaming. For this, HTVN will give Cubico a minority interest in ten of
HTVN's television stations, $100.0 million of advertising on HTVN's networks
(over a three year period), 5,000,000 shares of HTVN at $1.00 per share, use of
HTVN's sales force to sell advertising for Cubico, sponsorship of educational
programs explaining different aspects of Internet use and HTVN will maintain
Cubico's logo on our Internet home page. Our ownership interest in Cubico will
be accounted for using the equity method of accounting.
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<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements and Financial Statement Schedule filed as a part of
this Annual Report on Form 10-KSB are listed on the Index to Consolidated
Financial Statements and Consolidated Financial Statement Schedule on page F-1.
Item 8. Changes in AND Disagreements with Accountants on Accounting and
Financial Disclosure
Although there were no changes during fiscal 1999, on March 8, 2000 we
dismissed Jack F. Burke, Jr. as our independent auditor. Also on March 8, 2000,
we retained Ernst & Young LLP as our new independent auditor.
34
<PAGE>
PART III
Item 9. Directors and Executive Officers of the Registrant
The directors and executive officers of the Company as of March 9, 2000
are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Jim Ryffel........................ 40 Chairman of the Board
Marco Camacho..................... 40 Chief Executive Officer and Director
P. Alan Luckett................... 43 Chief Operating Officer, President and
Director
Franklin Byrd..................... 35 Chief Financial Officer
Bob J. Bryant..................... 60 Director
Douglas K. Miller................. 39 Director
</TABLE>
James A. Ryffel. Mr. Ryffel serves as our Chairman of the Board, a position
he has held since December 1999. Mr. Ryffel is also the President of Woodcrest
Enterprises, Inc., a real estate firm, since 1983. Mr. Ryffel was a founding
investor and former director of Flashnet Communications, Inc. and a founding
investor in Data Tailor Corporation. Mr. Ryffel currently serves as a director
on the board of directors of the Worth National Bank in Lake Worth, Texas. Mr.
Ryffel holds a B.B.A. Degree, 1981, and an M.B.A Degree, 1984, from Texas
Christian University. Since April 2000, Mr. Ryffel has served as a trustee of
Texas Christian University.
Marco Camacho. Mr. Camacho serves as our Chief Executive Officer and a
director, positions he has held since February 2000. From July 1998 to February
2000, Mr. Camacho was the Vice President and General Manager with Telemundo
Station Group, Inc., a Spanish-language television network. From May 1997 to
July 1998, Mr. Camacho was the Vice President-Strategic Planning for Metro
Networks Communications, Inc., which produced television and radio news and
traffic reports. Mr. Camacho was the Vice President and General Manager with El
Dorado Communications, Inc., a radio broadcasting company, from August 1995 to
May 1997. Prior to August 1995, Mr. Camacho was the Sales Manager with the radio
broadcasting division of CBS, Inc. from March 1989 to July 1995.
P. Alan Luckett. Mr. Luckett serves as a director, as well as our Chief
Operating Officer, since February 2000, and President, since November 1999. From
November 1999 to February 2000, Mr. Luckett also served as our Chief Executive
Officer. Prior to November 1999 and from November 1993, Mr. Luckett was
President of Hispano Television Ventures, Inc., the firm with which we merged in
December 1999. From 1988 to 1993, Mr. Luckett was the Chief Financial Officer of
Rural Health Associates. From 1988 to present, Mr. Luckett also served as a
consultant in the health care industry. In 1989, Mr. Luckett founded Phymed, the
first non-doctor/non-hospital-owned diagnostic imaging center in Dallas, and
served as its Chief Financial Officer until 1993. In 1998, Mr. Luckett founded
HTV and was also a director. Mr. Luckett holds a B.B.A. Degree, 1979, from the
University of Texas, Austin. Mr. Luckett resigned from all of his positions
with us effective June 4, 2000.
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<PAGE>
Franklin Byrd. Mr. Byrd joined as our Chief Financial Officer in March
2000. From October 1997 to March 2000, Mr. Byrd was the Vice President of
Finance with AMFM, Inc., formerly known as Chancellor Media Corp., a national
radio broadcasting company. Prior to October 1997 and from January 1996, Mr.
Byrd served as the Director of Finance at Disney, Inc. with the ABC Radio
Networks, Inc., a radio broadcasting company. From May 1991 to January 1996, Mr.
Byrd held a variety of positions with Duke Energy Corp., a natural gas and
energy company, including Manager of Strategic Planning, Financial Planner, and
Financial Analyst. Mr. Byrd holds a B.B.A. degree, 1987, in Finance from Texas
A&M University, a B.B.A. Degree, 1988, in Accounting from Texas A&M University
and an M.B.A. Degree, 1995, from Houston Baptist University. Mr. Byrd is also a
C.P.A.
Bob J. Bryant. Mr. Bryant, a director since December 1999, is the founder
and is the current President of Bryant Financial Services, the latter position
he has held since 1983. Prior to 1983, Mr. Bryant was the President of Texas
Commerce Medical Bank in Houston, and Texas Commerce in Ft. Worth. Mr. Bryant
holds a B.B.A. Degree, 1963, from Texas Tech University. For more than 17 years,
Mr. Bryant has been a trustee of Texas Wesleyan University.
Douglas K. Miller. Mr. Miller is a director and from December 1999 to March
2000 he served as our interim Chief Financial Officer. From October 1992 to
March 1999, Mr. Miller was a loan officer and an asset manager with G. E.
Capital. Concurrently, since April 1999, Mr. Miller has been a Manager with
Woodcrest Capital, L.L.C. a real estate firm. From 1984 to 1992, Mr. Miller was
a controller for various real estate firms. Mr. Miller holds a B.B.A. Degree,
1982, from Baylor University. Mr. Miller is also a licensed C.P.A.
Meetings of Board of Directors
The Board of Directors held 1 meeting and 13 meetings by written consent
during 1999. All directors attended the Board of Directors meeting and executed
the written consents.
Compensation of Directors
The Company does not pay any cash compensation for attendance at directors
meetings or participation in directors' functions.
Committees of the Board of Directors
Audit Committee
During the year ending December 31, 1999, we did not have a formal Audit
Committee of the Board of Directors. On January 18, 2000, however, our Board
approved an Audit Committee Charter. Although we have not yet appointed
directors to this committee, the audit committee will make recommendations
concerning the engagement of independent public accountants, review with the
independent public accountants the plans and results of such audit engagement,
approve professional services provided by the independent public accountants,
review the independence of the independent public accountants, consider the
range of audit and non-audit fees and review the adequacy of our internal
accounting controls.
36
<PAGE>
Compensation Committee
We did not have a formal Compensation Committee during 1999. We anticipate
forming such a committee to make recommendations to the Board concerning
compensation of our executive officers.
Compensation Committee Interlocks and Insider Participation
No executive officer or director of HTVN serves as an executive officer,
director or member of a compensation committee of any other entity for which an
executive officer, director or member of such entity is a member of the Board or
the Compensation Committee of the Board. There are no other interlocks.
Limitations of Directors' and Officers' Liability
Section 145 of the Delaware General Corporation Law permits a corporation,
under specified circumstances, to indemnify its directors, officers, employees
or agents against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by third parties by
reason of the fact that they were or are directors, officers, employees or
agents of the corporation, if such directors, officers, employees or agents
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Expenses for the defense of any action for which indemnification may be
available may be advanced by the Registrant under certain circumstances. The
general effect of the foregoing provisions may be to reduce the circumstances
which an officer or director may be required to bear the economic burden of the
foregoing liabilities and expenses. Directors and officers will be covered by
liability insurance indemnifying them against damages arising out of certain
kinds of claims which might be made against them based on their negligent acts
or omissions while acting in their capacity as such.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
37
<PAGE>
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Policy Regarding Transactions with Officers and Directors
Our policy regarding any future transactions with our directors, officers,
employees or affiliates is that such transactions be approved in advance by a
majority of our Board, including a majority of the disinterested members of the
Board, and be on terms no less favorable to us than we could obtain from
non-affiliated parties.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Our executive officers and directors and beneficial owners of more than 10%
of our common stock are required under Section 16(a) of the Exchange Act to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Copies of those reports must also be furnished to us. Based solely
on a review of the copies of reports furnished to us, and written
representations from certain reporting persons that no other reports were
required, we believe that during 1999 no person who was a director, executive
officer or beneficial owner of more than 10% of our common stock failed to file
on a timely basis all reports required by Section 16(a).
Item 10. Executive Compensation
The following table provides information about our Chief Executive Officer
and each of our executive officers who received salary and bonus in the year
ended December 31, 1999, that exceeded $100,000, these persons being
collectively referred to as "named executive officers."
38
<PAGE>
<TABLE>
<CAPTION>
Other Annual All Other
Name and principal position Year Salary Bonus Compensation Compensation
--------------------------- ---- ------ ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Dr. Donald W. Shelton 1999 $ 935.00 -- -- --
Chief Executive Officer
(Jan. - March)
Kris Lamans 1999 $4,000.00 -- -- --
Chief Executive Officer
(March - July)
Walter Morgan 1999 $9,000.00 -- -- --
Chief Executive Officer
(July - Nov.)
P. Alan Luckett 1999 $5,000.00 -- -- --
Chief Executive Officer and
President
(Nov. - Dec.)
</TABLE>
Option Grants in Last Fiscal Year
We did not grant any options to our named executive officers during fiscal
year 1999.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
During fiscal year 1999, no options were exercised.
Employment and Noncompetition Agreements with Executive Officers
On May 28, 1999, Hispano Television Ventures entered into a full-time
exclusive employment agreement with Mr. Luckett, our former President and Chief
Operating Officer. This agreement provided for a base annual salary of $60,000,
and performance bonuses of $3,000 to $15,000 per quarter if the company sustains
certain minimum revenue and profit levels for three consecutive months. Mr.
Luckett was also entitled to receive two to three months of his base salary upon
his disability, death, or termination without cause.
Although we have not entered into an employment agreement with Mr.
Camacho, we agreed to do certain things in connection with his termination. We
have agreed, in the event that we terminate Mr. Camacho without cause, to pay
Mr. Camacho an amount equal to one year's salary.
Additionally, Hispano Television Ventures entered into a consulting
arrangement with Woodcrest Capital, L.L.C., which is owned by our Chairman of
the Board, Mr. Ryffel, and a director, Mr. Miller. Pursuant to the terms of this
May 28, 1999 agreement, Woodcrest agreed to provide the company with business
39
<PAGE>
consulting services for a period of one year. Unless either party elects to
terminate this arrangement, the agreement will automatically renew for another
one year term. In exchange for services rendered prior to the date of the
agreement, Woodcrest received 1,066,667 shares of common stock. Woodcrest is
also entitled to receive reimbursement for all of its expenses and additional
shares of common stock if we issue stock or issue options or warrants to
purchase common stock for a price less than $0.09375 per share.
In connection with the termination of Victor Mantecon as Hispano
Television Ventures' President of Network Operations on July 31, 1999, the
company agreed to issue to Mr. Mantecon $35,000 worth of common stock upon a
public offering of common stock. The number of shares to be issued would equal
$35,000 divided by the public offering price. On November 3, 1999, we paid
$4,000.00 to Mr. Mantecon in complete satisfaction of this obligation.
Item 11. Security Ownership of Certain Beneficial Owners and Management
As of April 20, 2000, we had 88,006,427 shares of common stock
outstanding. The following table sets forth information concerning beneficial
ownership of shares of our common stock as of April 20, 2000:
o each person (or group within the meaning of Section 13(d)(3) of the
Exchange Act) known to us to own more than 5% of our outstanding
common stock;
o each director;
o each executive officer; and
o all directors and executive officers as a group.
Except as otherwise noted, the named beneficial holder has sole voting and
investment power. The address for all officers and directors is 6125 Airport
Freeway, Suite 200, fort Worth, Texas, 76117.
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned (1)
------------------------
Number Percent
---------- -------
<S> <C> <C>
Woodcrest Capital, L.L.C. (2) ..................... 12,728,712 14.5%
Donald B. Sallee (3) .............................. 4,578,823 5.2%
James A. Ryffel (4) ............................... 23,922,712 24.0%
Marco Camacho (5) ................................. 100,000 *
P. Alan Luckett (6) ............................... 13,646,715 15.5%
Franklin Byrd (7) ................................. 10,000 *
Bob J. Bryant ..................................... 5,085,750 5.8%
Douglas K. Miller (8) ............................. 13,778,713 13.7%
All officers and directors as a group
(6 persons) (9) ................................... 56,993,889 49.9%
</TABLE>
________________
* Less than 1%
40
<PAGE>
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security) and includes the
ownership of a security through corporate, partnership, or trust entities.
In addition, for purposes of this table, a person is deemed, as of any
date, to have "beneficial ownership" of any security that such person has
the right to acquire within 60 days after such date.
(2) Woodcrest Capital L.L.C. is owned by Mr. Ryffel (75%) and Mr. Miller (25%).
Woodcrest Capital L.L.C.'s address is 3113 S. University Drive, 6th Floor,
Fort Worth, Texas 76019
(3) Mr. Sallee's address is 1360 Peachtree Street N.E., #100, Atlanta, Georgia
30309.
(4) Includes 12,728,712 shares owned by Woodcrest Capital, L.L.C. of which Mr.
Ryffel owns 75% and 500,000 shares issuable upon exercise of outstanding
options.
(5) Includes 100,000 shares issuable upon exercise of outstanding options.
(6) Mr. Luckett resigned effective June 4, 2000.
(7) Includes 10,000 shares issuable upon exercise of outstanding options.
(8) Includes 12,728,712 shares owned by Woodcrest Capital, L.L.C. of which Mr.
Miller owns 25%.
(9) Includes 610,000 shares issuable upon exercise of options held by Messrs.
Ryffel, Camacho and Byrd.
Item 12. Certain Relationships and Related Transactions Transactions with
Hispano Television Ventures, Inc.
In August 1999, our predecessor entered into an asset transfer agreement
with Hispano Television Ventures, Inc. whereby Hispano Television Ventures, Inc.
agreed to pay certain of our obligations totaling $82,500, and whereby we agreed
to repay this amount to Hispano Television Ventures, Inc. on or before August
20, 1999 and to give Hispano Television Ventures, Inc. eight months of free use
of the satellite uplink equipment and the satellite transponder, both of which
we lease from third parties. The asset transfer agreement provided that if we
did not perform our obligations under the agreement, that we would be obligated
to immediately transfer and assign to Hispano Television Ventures, Inc. (1) the
leases to the uplink equipment and the satellite transponder and, (2) our FCC
radio station authorization, which was granted to us in 1997 and which
authorized us to build and operate a domestic fixed transmit/receive C-band
earth station uplink system, commonly known as an earth station, on our
premises.
We failed to repay Hispano Television Ventures, Inc. sums that we owed it
under the agreement. Despite our breach of obligations under the agreement, we
have not transferred our lease and our radio station authorization to Hispano
Television Ventures, Inc. We believe that our merger with Hispano Television
Ventures, Inc. makes such a transfer moot.
On September 2, 1999, our predecessor closed a transaction whereby it
issued and sold 11,000,000 shares of our common stock to Hispano Television
Ventures, Inc. for $500,000 in cash. We believe that Hispano Television
Ventures, Inc. issued convertible debt to pay for the shares. These 11,000,000
shares were cancelled as a result of merger with Hispano Television Ventures,
Inc.
41
<PAGE>
Transactions with our officers and directors
Prior to June 2000, Mr. P. Alan Luckett served as our Chief Operating
Officer and President. Prior assuming these positions with us, he was a control
person of Hispano Television Ventures, Inc. As a result of a matter decided in
binding arbitration, we had been a judgment debtor in a judgment styled as
Showplace Video v. American Independent Network, Inc., No. 98-2154-E, County
Court At Law No. 5, Dallas County, Texas. In 1998, P. Alan Luckett purchased the
judgment and against and released it in exchange for 500,000 shares of common
stock in our predecessor, and for access to our digital up-link equipment,
certain bandwidth of the satellite transponder that we lease, and the right of
first refusal on our transponder rights and equipment leases in the event that
we cease operations.
In November, 1998, Bob Bryant, who is a director of our company, loaned
our predecessor $250,000 on 90 day terms at 10% interest. In June, 1999, Mr.
Luckett loaned our predecessor $150,000 at 10% interest and maturing in March
2000. On December 14, 1999, Messrs. Luckett and Bryant released us from the
$250,000 remaining balance of these debts as a result of our merger with Hispano
Television Ventures, Inc.
In connection with the termination of Victor Mantecon as Hispano
Television Ventures' President of Network Operations on July 31, 1999, the
company agreed to issue to Mr. Mantecon $35,000 worth of common stock upon a
public offering of common stock. The number of shares to be issued would equal
$35,000 divided by the public offering price. On November 3, 1999, we paid
$4,000.00 to Mr. Mantecon in complete satisfaction of this obligation.
In November 1999, we entered into a Revolving Line of Credit with Bank
One, N.A. pursuant to which we were able to borrow up to $500,000. In exchange
for Mr. Ryffel's agreement to guarantee our borrowings under the Revolving Line
of Credit, we granted him an option to purchase 500,000 shares of our common
stock at $0.20 per share. These options expire within two years from the date of
funding of the Revolving Line of Credit.
Additionally, Hispano Television Ventures entered into a consulting
arrangement with Woodcrest Capital, L.L.C., which is owned by our Chairman of
the Board, Mr. Ryffel, and a director, Mr. Miller. Pursuant to the terms of this
May 28, 1999 agreement, Woodcrest agreed to provide the company with business
consulting services for a period of one year. Unless either party elects to
terminate this arrangement, the agreement will automatically renew for another
one year term. In exchange for services rendered prior to the date of the
agreement, Woodcrest received 1,066,667 shares of common stock. Woodcrest is
also entitled to receive reimbursement for all of its expenses and additional
shares of common stock if the company issues stock or issues options or warrants
to purchase common stock for a price less than $0.09375 per share.
42
<PAGE>
On May 31, 1999, Mr. Ryffel purchased $200,000 principal amount and Mr.
Miller purchased $15,000 principal amount of Hispano Television Ventures'
convertible notes. James R. Ryffel, Mr. Ryffel's father, also purchased $10,000
principal amount of notes.
Item 13. Exhibits, LISTS and Reports on Form 8-K
(a) EXHIBITS
Exhibit No. Description and Method of Filing
----------- --------------------------------
2.1 Merger Agreement with Hispano Television Ventures, Inc.,
dated October 15, 1999 (Incorporated by reference to
Exhibit 10.1 of our Current Report on Form 8-K, dated
December 30, 1999).
3.1 Certificate of Incorporation (Incorporated by reference to
Exhibit 2.1 of American Independent Network, Inc.'s
General Form for Registration of Small Business Issuers on
Form 10-SB, dated September 18, 1997), amended by a
Certificate of Merger (Incorporated by reference to
Exhibit 10.3 of our Current Report on Form 8-K, dated
December 30, 1999).
3.2 Bylaws (Incorporated by reference to Exhibit 2.2 of American
Independent Network, Inc.'s General Form for Registration of
Small Business Issuers on Form 10-SB, dated September 18, 1997),
with a Bylaw Amendment (Incorporated by reference to Exhibit 3.2
of our Current Report on Form 8-K, dated December 30, 1999).
4.1* Certificate of Designation Preferences, Rights and
Limitations of Series B Preferred Stock of American
Independent Network, Inc.
10.01* Stock disbursement agreement by and between Hispano
Television Ventures, Inc., Patrick Alan Luckett, Victoria
O. Luckett and Victor Mantecon, dated June 9, 1998.
10.02* Letter Agreement & Asset Transfer Agreement, between
Hispano Television Ventures, Inc. and American Independent
Network, Inc.
10.03* Promissory Note, dated November 17, 1998, made by American
Independent Network, Inc., in favor of Bob J. Bryant.
10.04* Agreement and Bill of Sale by and between ATN Network,
Inc., and Hispano Television Ventures, Inc., dated May 28,
1999.
10.05* Employment Agreement by and between P. Alan Luckett and
Hispano Television Ventures, Inc., dated May 28, 1999.
43
<PAGE>
10.06* Consulting Agreement by and between Hispano Television
Ventures, Inc. and Woodcrest Capital, L.L.C., dated May
28, 1999.
10.07* Bill of Sale by and between Hispano Television Ventures,
Inc., P. Alan Luckett, and Victoria O. Luckett, dated May
28, 1999.
10.08* Letter agreement by and between Bob J. Bryant and Hispano
Television Ventures, Inc., dated May 28, 1999.
10.09* Stock Option Agreement, dated November 8, 1999, between
Hispanic Television Network, Inc. and James A. Ryffel.
10.10* Asset Purchase Agreement, dated December 15, 1999, between
Carlos Ortiz and Hispanic Television Network, Inc.
10.11* Agreement for Sale, dated February 14, 2000, by and
between Van Eynsbergen and Holland Partnership, and
Hispanic Television Network, Inc.
10.12* Form of Assignment and Assumption of Leases by and between
Van Eynsbergen and Holland Partnership in Texas and
Hispanic Television Network, Inc.
10.13* Agreement Establishing Strategic Relationship, dated March
16, 2000, between Cubico.com and Hispanic Television
Network, Inc.
21* Subsidiaries of the Registrant.
27* Financial Data Schedule (included in SEC-filed copy only).
_________________
*Filed herewith.
(b) Reports on Form 8-K.
During the last quarter of 1999, we filed the following Current Reports on
Form 8-K:
1. On October 15, 1999, regarding (i) a change of control resulting from
the sale of 11 million shares of our common stock to Hispano
Television Ventures, Inc. ("HTV") and (ii) the sale of use of certain
satellite uplink equipment and transponders to HTV in exchange for
HTV's repayment of certain of our outstanding obligations; and
2. On December 30, 1999 reporting the merger of our merger with HTV and
related transactions.
44
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
HISPANIC TELEVISION NETWORK INC.
By: /s/ James A. Ryffel
--------------------------------
James A. Ryffel
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amended report has been signed by the following persons on behalf of the
Registrant and in the capacities indicated on June 30, 2000.
<TABLE>
<CAPTION>
<S> <C> <C>
By: /s/ James A. Ryffel Title: Chairman of the Board Date: June 30, 2000
---------------------
James A. Ryffel
By: /s/ Marco Camacho Title: Chief Executive Officer Date: June 30, 2000
--------------------- and Director
Marco Camacho
By: /s/ B. Franklin Byrd Title: Chief Financial Officer Date: June 30, 2000
---------------------
B. Franklin Byrd
By: /s/ Douglas K. Miller Title: Director Date: June 30, 2000
---------------------
Douglas K. Miller
By: /s/ Bob J. Bryant Title: Director Date: June 30, 2000
---------------------
Bob J. Bryant
</TABLE>
<PAGE>
Form 10-K Item 14(a) and (2)
HISPANIC TELEVISION NETWORK, INCORPORATED
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following financial statements of Hispanic Television Network, Inc. for
the year ended December 31, 1999 and for the period February 24, 1998
(Inception) to December 31, 1998 and for its predecessor American Independent
Network, Inc. for the period January 1, 1999 to September 2, 1999 and for the
year ended December 31, 1998 are included in Item 8:
Hispanic Television Network, Inc.
FINANCIAL STATEMENTS
Report of Independent Auditors ..................................... F-2
Report of Independent Auditor....................................... F-3
Balance Sheet .................................................... F-4
Statements of Operations ......................................... F-5
Statement of Stockholders' Equity................................. F-6
Statements of Cash Flows ......................................... F-7
Notes to Financial Statements..................................... F-8
American Independent Network, Inc.
Report of Independent Auditors .....................................F-19
Report of Independent Auditor ......................................F-20
Statements of Operations ......................................... F-21
Statement of Stockholders' Equity ................................ F-22
Statements of Cash Flows ......................................... F-23
Notes to Financial Statements..................................... F-24
F-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Hispanic Television Network, Inc.
We have audited the accompanying consolidated balance sheet of Hispanic
Television Network, Inc. as of December 31, 1999, and the related statements of
operations, stockholders' equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Hispanic
Television Network, Inc. at December 31, 1999 and the results of operations and
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States.
March 31, 2000
Dallas, Texas
F-2
<PAGE>
Jack F. Burke, Jr.
Certified Public Accountant
P.O. Box 15728
Hattiesburg, Mississippi 39404
Report of Independent Auditor
The Board of Directors
Hispanic Television Network, Inc.
6125 Airport Freeway
Haltom City, Texas 76117
I have audited the accompanying statements of operations, stockholders' equity
and cash flows for the period from February 24, 1998 to December 31, 1998 of
Hispanic Television Network, Inc. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
As discussed in Note 9 to the financial statements, the Company restated its
financial statements to adjust assets, expenses and common stock for
transactions which occurred during the period February 24, 1998 to December 31,
1998.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the results of operations and cash flows of Hispano
Television Ventures, Inc. for the year ended December 31, 1998 in conformity
with generally accepted accounting principles.
Sincerely,
Jack F. Burke, Jr.
January 18, 2000
F-3
<PAGE>
Hispanic Television Network, Inc.
Balance Sheet
December 31,
Assets 1999
-----------
Current Assets
Cash and cash equivalents $ 52,655
Accounts Receivable 19,250
Prepaids 41,666
Trade Credit Receivable 126,073
-----------
Total current assets 239,644
Property and equipment, net 1,423,826
Goodwill and other assets 2,832,121
-----------
Total assets $ 4,495,591
===========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts Payable $ 1,142,697
Accrued Liabilities 66,489
Revolving line of credit 500,000
Due to private placement participants 400,000
Notes Payable 1,356,299
Interest Due Notes Payable 336,353
-----------
Total Current Liabilities 3,801,838
Stockholders' equity:
Convertible Preferred Stock, $1.00 par value:
Authorized shares - 10,000,000
Issued and outstanding - 42,427 275,774
Common Stock, $0.01 par value:
Authorized shares - 200,000,000
Issued and outstanding - 78,101,596 781,016
Additional Capital 3,074,282
Accumulated Deficit (3,437,319)
-----------
Total stockholders' equity (693,753)
-----------
Total liabilities and stockholders' equity $ 4,495,591
===========
See accompanying notes
F-4
<PAGE>
<TABLE>
Hispanic Television Network, Inc.
Statements of Operations
<CAPTION>
(Restated)
Period from
February 24, 1998
Year Ended (Inception) to
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Revenue $ 278,186 $ 1,997
Expenses:
Programming expenses 26,472 95,945
Satellite rental 274,400 --
Productions expenses 45,926 --
Rental expense (net) 52,765 --
Bad debt expense 95,917
Administrative expenses 2,943,782
Depreciation 80,867 9,978
Amortization 45,734 --
------------ ------------
Total expenses 3,565,863 105,923
------------ ------------
Loss from Operations (3,287,677) (103,926)
Other expenses
Loss on Sale of Assets 6,273 --
Interest expense, net 39,443 --
------------ ------------
Total Other expenses 45,716
------------ ------------
Net loss $ (3,333,393) $ (103,926)
============ ============
Basic and diluted net loss per
share $ (0.05) $ (0.01)
============ ============
Weighted average shares
outstanding 61,058,844 21,000,000
============ ============
</TABLE>
F-5
<PAGE>
<TABLE>
Hispanic Television Network, Inc.
Statement of Stockholders' Equity
December 31, 1999 and 1998
<CAPTION>
Preferred Preferred Common Common Additional Accumulated
Shares Stock Shares Stock Capital Deficit Total
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at February 24,
1998 (Inception)
(Restated) -- $ -- 12,800,000 $128,000 $ 11,768 $ -- $ 139,768
Adjustment to reflect
recapitalization
resulting from merger
with AIN -- -- 8,200,000 82,000 (82,000) -- --
Net loss (Restated) -- -- -- -- -- (103,926) (103,926)
----------------------------------------------------------------------------------------
Balance at December 31,
1998 (Restated) -- -- 21,000,000 21,000 (70,232) (103,926) 35,842
Options issued in
connection with
shareholder guarantee
of line of credit -- -- -- -- 495,000 -- 495,000
Common stock issued for
services -- -- 7,000,000 140,000 (40,000) -- 100,000
Common stock issued for
broadcasting assets -- -- 7,000,000 140,000 40,000 -- 100,000
Common stock issued upon
conversion of
convertible debt -- -- 35,000,000 350,000 650,000 -- 1,000,000
Common stock issued for
services -- -- 896,397 8,964 2,011,566 -- 2,020,530
Common stock of
American Independent
Network previously
outstanding prior to
reverse acquisition
merger agreement,
net of shares
cancelled 42,427 $275,774 7,205,229 72,052 (72,052) -- 275,774
Net loss -- -- -- -- -- (3,333,393) (3,333,393)
----------------------------------------------------------------------------------------
Balance at December 31,
1999 42,427 $275,774 78,101,596 $781,016 $ 3,074,282 $(3,437,319) $ 693,753
========================================================================================
See accompanying notes.
</TABLE>
F-6
<PAGE>
<TABLE>
Hispanic Television Network, Inc.
Statements of Cash Flows
<CAPTION>
(Restated)
1999 1998
----------- -----------
<S> <C> <C>
Operating Activities
Net loss $(3,333,933) $ (103,926)
Adjustment to reconcile net loss to net cash
used operating activities:
Common stock issued for services 100,000 20,000
Compensation expense related to stock 495,000 --
options
Amortization 25,281 --
Depreciation 52,765 9,978
Changes in assets and liabilities:
Increase in accounts receivable (819) --
Decrease in trade credits receivable 20,000 --
Increase in other assets (270,539) --
Increase in prepaid assets (41,666) --
Increase in accounts payable 366,313 --
Decrease in other liabilities 90,183 --
----------- -----------
Total cash used in operating activities 476,345 (73,948)
----------- -----------
Investing Activities
Capital expenditures (490,554) (5,100)
Acquisition of AIN, net of cash acquired (500,000) --
----------- -----------
Total cash used by investing activities (990,554) (5,100)
----------- -----------
Financing Activities
Borrowings under line of credit 1,500,000 --
Borrowings on notes payable -- 14,137
Principal payments on notes payable (380,535) --
Proceeds from issuance of common stock -- 65,000
Proceeds from private placement 400,000 --
----------- -----------
Total cash provided by financing activities 1,519,465 79,137
----------- -----------
Net cash increase 52,566 89
Cash, beginning of year 89 --
----------- -----------
Cash at end of year $ 52,655 $ 89
=========== ===========
Cash paid for interest $ 54,442 --
=========== ===========
Cash paid for income taxes $ -- --
=========== ===========
See accompanying notes.
</TABLE>
F-7
<PAGE>
Hispanic Television Network, Inc.
Notes to Financial Statements
December 31, 1999 and 1998
1. Organization and Summary of Significant Accounting Policies
Organization
Hispanic Television Network, Inc. ("The Company") is the successor entity
formed by the merger on December 15, 1999 of American Independent Network,
Inc. ("AIN") and Hispano Television Ventures, Inc. ("HT Ventures"). AIN, a
publicly held corporation, was incorporated in Delaware on December 11, 1992.
HT Ventures, a privately held corporation, was incorporated in Texas on
February 24, 1998. The Company's purpose is to provide television network
service to the Hispanic community. The Company has FCC licenses to begin
operations in eight US cities in Arizona, Oklahoma and Texas.
On September 2, 1999, HT Ventures entered into a transaction ("HT Ventures
Transaction") whereby HT Ventures purchased 11,000,000 previously unissued
shares of AIN common stock for total purchase consideration of $500,000 in
cash. As a result, of the HT Ventures Transaction, HT Ventures owned
approximately 60% of the then outstanding shares of common stock of AIN.
Subsequently, on December 15, 1999, HT Ventures completed the merger ("the
Merger") with and into AIN, the legal surviving entity, and changed AIN's
name to the Hispanic Television Network, Inc. ("the Company"). Pursuant to
the terms of the Merger Agreement, stockholders of HT Ventures received a
total of 70,000,000 shares of AIN common stock in exchange for the then
outstanding shares of HT Ventures. As part of the Merger Agreement, the
11,000,000 shares purchased by HT Ventures on September 2, 1999, in
connection with the HT Ventures Transaction, were cancelled upon the
finalization of the merger on December 15, 1999. The Merger Agreement
provided for AIN to issue 70,000,000 shares of common stock in exchange for
all the outstanding shares of HT Ventures. The common stock exchanged, in
addition to the existing AIN preferred and common shares previously
outstanding, collectively results in the new capitalization of Hispanic
Television Network, Inc. formerly American Independent Network, Inc.
Subsequent to the Merger, HT Ventures stockholders owned approximately 90% of
AIN.
Accordingly, the Merger was accounted for as a "reverse acquisition" using
the purchase method of accounting with HT Ventures being the "accounting
acquirer". In a reverse acquisition, the historical stockholders' equity of
the accounting acquirer prior to the merger is retroactively restated (a
recapitalization) for the equivalent number of shares received in the merger
after giving effect to any difference in par value of the issuers and
acquirer's stock by an offset to paid in capital. All share and per share
information has been presented in the accompanying financial statements as if
the recapitalization had occurred as of the first day presented in the
financial statements. The financial statements reflect the operations of AIN
and for the period subsequent to acquisition on September 2, 1999. A summary
of the combined purchase price allocation is as follows:
F-8
<PAGE>
Cash paid $ 500,000
Liabilities assumed 2,279,240
Preferred stock 275,774
----------
Amount allocated to assets $3,505,014
==========
Net tangible assets $1,034,939
Goodwill $2,470,075
----------
$3,505,014
==========
The purchase price allocation is based on preliminary estimates of the fair
value of the acquired assets and liabilities.
Cash and Cash Equivalents
Cash and cash equivalents consist of highly liquid investments with an
original maturity date of ninety days or less.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles require management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from these estimates.
Property and Equipment
Property and equipment are recorded at cost. The cost of property and
equipment is depreciated over the estimated useful lives of the assets
ranging from five to seven years. Depreciation is calculated using the
straight line method.
Long-lived Assets
Long-lived assets, including goodwill, are evaluated when indicators of
impairment are present and provisions for possible losses are recorded when
undiscounted cash flows estimated to be generated by those assets are less
than the assets' carrying amount.
Revenue Recognition
The Company's primary source of revenue is the sale of airtime on its
television stations. Broadcast revenue is recorded when commercials are
aired.
Stock Based Compensation
The Company accounts for its stock-based compensation utilizing the
provisions of Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," because, the alternative fair value accounting
provided for under SFAS 123, "Accounting for Stock-Based Compensation,"
requires the use of option valuation models that were not developed for use
in valuing employee stock options. However, SFAS 123 requires disclosure of
pro forma information regarding net income and net income per share based on
fair value accounting for stock-based compensation.
F-9
<PAGE>
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to concentration
of credit risk, principally consist of accounts receivable. At December 31,
1999, no single customer represented greater than 10% of the total receivable
balance. The Company's billings are due generally upon 30 days, and the
Company does not require collateral on accounts.
Earnings Per Share
Basic and diluted net loss per share is computed based on the loss divided by
the weighted average number of shares of common stock outstanding during each
period. Potentially dilutive securities totalling 584,854 additional shares
of common stock resulting from the conversion or exercise of preferred stock
and stock options were not included in the calculation as their effect is
antidilutive.
Impairment of Long-lived Assets
The carrying amount of long-lived assets including goodwill is reviewed if
facts and circumstances suggest that it may be impaired. The review would be
based on the estimated undiscounted cash flows of the Company's operations at
the lowest level for which there are identifiable cash flows. If this review
indicates impairment, the goodwill would be adjusted to its fair value
through a charge to operations.
Goodwill
Goodwill reflects the excess of purchase price over the fair value of net
assets purchased. Goodwill is amortized on a straight-line basis over ten
years. Amortization of goodwill was $25,281 at December 31, 1999.
Fair Value of Financial Instruments
The Company's financial instruments, including accounts receivable, trade
credits receivable, accounts payable and notes payable, approximate fair
value due to their short term nature.
Deferred Income Taxes
The Company accounts for income taxes using the asset and liability
approach that requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have
been recognized in the company's financial statements or tax returns.
Valuation allowances are provided for deferred tax assets when their
realization is not reasonably assumed.
2. Property and Equipment
Property and equipment consisted of the following at December 31, 1999:
Machinery and equipment $ 890,399
Digital compression equipment 852,152
Leasehold improvements and other 36,440
-----------
1,778,991
Less: accumulated depreciation (355,165)
-----------
Total property and equipment $ 1,423,826
===========
F-10
<PAGE>
3. Debt
1999
----------
Notes payable to various individuals, matured December,
1996, interest payable
at maturity at a rate of 15%
per annum. $ 321,994
Notes payable to various individuals, matured March 1997,
interest payable at maturity at a rate of 15% per annum. 496,000
Note payable to Pacific Acquisition Group, matured December 31,
1998, interest payable quarterly at a rate of 11% per
annum 250,500
Note payable to Logistic Services International, Inc.,
matured December 31, 1997, principal and interest were due
December 31, 1997, interest at a rate of 15% per annum 45,000
Note payable to an individual, matured May, 1998, interest
payable quarterly at a rate of 24% per annum 45,000
Note payable to an individual, matured February, 1999, interest
payable monthly at a rate of 10% per annum 90,000
Note payable to an individual, principal collateralized by
assets of the Company, matured May, 1998, interest payable
at maturity at a rate of 20% per annum 100,000
Capital lease obligation for equipment with a maturity date of
May ,2000; bearing interest at 29.165% per annum in 1999 7,805
----------
Total $1,356,299
==========
On November 8, 1999, the Company entered into a credit agreement with a
bank which provides for a $500,000 revolving line of credit with
outstanding principle and interest due March 8, 2000. At December 31,
1999, there were $500,000 of borrowings outstanding. Borrowings under the
revolving line of credit bear interest at the lenders prime rate plus 1%
(9.5% at December 31, 1999). Borrowings are guaranteed up to a maximum of
$500,000 by the Chairman of the Board of the Company. In consideration for
the guarantee, the Chairman received an option to purchase 500,000 shares
of the Company's common stock with an exercise price of $0.20 per share.
The option is fully vested and exercisable. The Company recorded $495,000
of additional expense for the estimated fair value of the option. Such
option was valued using the Black Scholes option pricing model.
On May 28, 1999, the Company entered into a loan agreement for convertible
notes with a group of investors. The Company borrowed $500,000 under the
loan agreement. The convertible notes were convertible into shares of
Series A Preferred stock. The convertible notes were secured by the
Company's assets. The notes were to be due May 2001 and bore interest at
11%. The notes convert at a price of $0.09375 per share. On September 1,
1999, the investors loaned an additional $500,000 to the Company under the
Note Modification and Extension of Lien Agreement. The terms of the
F-11
<PAGE>
convertible notes remained the same under the Note Modification except
that the conversion ratio changed to $0.1875 per share. On December 15,
1999, as part of the Merger agreement, the convertible notes were
converted into 35,000,000 shares of AIN common stock (effected for the
above conversion and the three to one stock dividend.)
The borrowing was repaid in January 2000.
4. Stockholders' Equity
In addition, to the exchange of common shares, the new capital structure
includes existing preferred stock from AIN of 42,427 shares. The preferred
stock is convertible into two shares of common stock and receives
cumulative interest payments 9% per annum in lieu of dividends.
In May 1999, the Company issued 7,000,000 shares of common stock (as
adjusted for the stock dividend and merger exchange rate) to an individual
to purchase assets in a transaction with an estimated fair value of
$100,000.
In May 1999, the Company also entered into a consulting agreement with an
investor. The Company issued 7,000,000 shares of common stock (as adjusted
for the stock dividend and merger exchange rate.) The fair value of the
common stock was determined to be $100,000 and the expense is recorded
over the one year term of the agreement.
During the fourth quarter of 1999, the Company issued approximately
896,000 shares of common stock in return for services and conversion of
debt. These services consisted of primarily legal services and other
professional advisory services and were valued at approximately $2
million.
5. Operating Leases
The Company has commitments under operating leases for television
communication equipment which are renewable at the option of the Company.
During the year ended December 31, 1999 rent expense was $73,265. There
was no rent expense for television communication expense for the year
ended December 31, 1998.
Minimum future rentals under noncancelable operating lease commitments in
effect at December 31, 1999 are as follows:
2000 $26,100
2001 21,600
2002 17,100
2003 16,225
2004 6,600
Thereafter 6,600
-------
$94,225
=======
F-12
<PAGE>
6. Pro forma Net Loss (unaudited)
The following table presents unaudited pro forma information for the
Company as if the merger had taken place January 1, 1999 and 1998,
respectively. Additionally, amortization of goodwill has been adjusted to
reflect a full year of amortization as if the merger had taken place on
January 1, 1999 and 1998, respectively.
1999 1998
----------------------------
Revenues $ 371,562 $ 379,377
Net Loss (14,170,923) (2,452,898)
Net Loss Per Share (0.23) (0.12)
7. Income Taxes
The provision for income taxes is reconciled with the statutory rate for
the years ended December 31, 1999 and 1998 as follows:
(Restated)
1999 1998
----------- -----------
Provision computed at federal
statutory rate $(1,133,354) $ (35,335)
State income taxes, net of federal
tax effect (130,385) (4,115)
Increase in deferred tax assets
valuation allowance 1,249,855 39,450
Other 13,884 --
----------- -----------
$ -- $ --
=========== ===========
Significant components of the deferred tax asset at December 31, 1999 are
as follows:
1999
-----------
Net operating loss carryforward $ 6,461,558
Stock compensation not currently deductible 187,902
Other, net 1,414
-----------
6,650,874
Valuation allowance of deferred tax assets (6,425,792)
-----------
Deferred tax assets net of valuation allowance 225,082
Deferred tax liabilities: Property and
equipment (225,082)
-----------
Deferred tax assets net of deferred tax
liabilities $ --
===========
F-13
<PAGE>
The Company has federal and state net operating loss carryovers in the amount
of approximately $17,000,000 which begin to expire in 2010. The realization of
deferred tax assets with the net operating loss is dependent on generating
sufficient taxable income prior to its expiration. A significant portion of
the federal net operating loss carryover may be subject to limitations under
Internal Revenue Code Section 382 as a result of the Merger Transaction. Due
to the uncertainty of the Company's ability to generate such future taxable
income, management has established a valuation allowance off setting the
deferred tax asset.
8. Legal Proceedings
The Company is involved in various claims and legal actions arising from
the ordinary course of business. In the opinion of management, the
ultimate disposition of these matters will not have a material adverse
effect on the Company's financial condition, results of operations or cash
flows.
9. Restatement of Financial Statements
The company restated its 1998 financial statements to reflect the proper
recording of expenses, assets and common stock for transactions which
occurred during the period February 24, 1999 (inception) to December 31,
1998.
10. Subsequent Events
Purchase of Building
Effective February 13, 2000, the Company purchased the office space it was
previously leasing for a cash purchase price of $800,000.
Private Placement
Effective December 15, 1999, the Company began a Private Placement whereby
the Company sold 100 units, each unit consisting of 100,000 shares of
common stock of the Company (the units were offered pursuant to Rule 506
of Regulation D promulgated under the Securities and Exchange Act) and
100,000 warrants to purchase one share of the Company's common stock at an
exercise price of $2.00 per share. The warrants expire one year after the
termination of the Private Placement. The Company received gross proceeds
in January of $10,000,000 pursuant to the Private Placement.
Stock Options
Subsequent to December 31, 1999, the Company issued options to purchase
1,880,500 shares of the Company's Common stock. The options vest over a
three year period and have exercise prices ranging from $0.01 to $14.88
per share. Options to purchase 520,000 shares were granted at amounts less
than the fair value of the underlying stock on the grant date, resulting
in $4,158,550 of deferred compensation expense to be recognized over the
remaining vesting term beginning in 2000.
Stock Option Plan
In February 2000, the Company adopted the 2000 Stock Incentive Plan (the
Plan). The Board of Directors will appoint a committee to administer the
Plan. At the discretion of the committee, stock options may be granted to
eligible participants, as defined. The options will generally vest over
two to three years and the exercise price must be equal to or greater than
the market value of the Company's stock on the date of grant.
F-14
<PAGE>
Asset Acquisitions
Effective January 10, 2000, the Company entered into an Asset Purchase
Agreement with an individual to purchase certain broadcasting assets in
Texas, New Mexico, Oklahoma and Arizona. The Company effected the purchase
through the issuance of $3,000,000 of the Company's common stock, a cash
payment of $1,500,000 and an additional $5,500,000 to be paid by December
2001. The cash payment will be made upon FCC approval of the broadcasting
license transfer.
On March 24, 2000, the Company entered into a strategic arrangement with
Cubico.com, Inc., a Latin based Internet portal, whereby the Company
obtains a 48% ownership interest in the operations of Cubico. The
arrangement further provides for joint marketing opportunities. For this,
the Company will give Cubico a minority interest in ten of the Company's
television stations, 5,000,000 shares of common stock, use of the
Company's sales force to sell advertising for Cubico, sponsorship of
educational programs explaining different aspects of Internet use and
Cubico's logo on the Company's Internet home page.
F-15
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Hispanic Television Network, Inc. (formerly American Independent Network, Inc.)
We have audited the accompanying statements of operations, stockholders' equity,
and cash flows for the period January 1, 1999 to September 2, 1999 of Hispanic
Television Network, Inc. formerly American Independent Network, Inc. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, results of operations and cash flows for the period
January 1, 1999 to September 2, 1999 of Hispanic Television Network, Inc.
formerly American Independent Network, Inc. in conformity with accounting
principles generally accepted in the United States.
/s/ ERNST & YOUNG LLP
March 31, 2000
Dallas, Texas
F-16
<PAGE>
Jack F. Burke, Jr.
Certified Public Accountant
P.O. Box 15728
Hattiesburg, Mississippi 39404
Report of Independent Auditor
The Board of Directors
Hispanic Television Network, Inc.
6125 Airport Freeway
Haltom City, Texas 76117
I have audited the accompanying statements of operations, stockholders' equity
and cash flows for the year ended December 31, 1998 of Hispanic Television
Network, Inc. formerly American Independent Network, Inc., a Texas Corporation.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
As discussed in Note 6 to the financial statements, the Company restated its
1998 financial statements to adjust additional capital and expense for common
stock issued as incentives to extend loan terms.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the results of operations and cash flows for the year ended
December 31, 1998, for Hispanic Television Network, Inc., formerly American
Independent Network, Inc. in conformity with generally accepted accounting
principles.
Sincerely,
Jack F. Burke, Jr.
March 31, 2000
F-17
<PAGE>
Hispanic Television Network, Inc. formerly
American Independent Network, Inc.
Statements of Operations
For the period (Restated)
January 1, For the year
1999 to ended
September 2, December 31,
1999 1998
-------------------------------
Revenues $ 93,376 $ 377,380
Expenses:
Satellite rental 153,900 360,000
Programming expenses -- 24,992
Productions expenses 84,421 103,750
Rental expense (net) 52,368 64,809
Bad debt expense -- 1,584,595
Administrative expenses 4,032,889 557,367
Depreciation 71,312 80,445
Amortization 70,680 138,516
Write off Senior Channel 482,776 --
----------- -----------
Total expenses 4,948,346 2,914,474
Loss from Operations (4,854,970) (2,537,094)
Other expenses:
Loss on Sale of Assets -- 31,798
Interest expense, net 4,731,212 314,275
----------- -----------
Total other expenses 4,731,212 346,073
Income tax benefit -- (661,824)
----------- -----------
Net Loss $(9,552,207) $(2,221,343)
=========== ===========
Basic and diluted net loss per share (1.60) (0.60)
=========== ===========
Weighted average shares outstanding 5,958,914 3,705,036
=========== ===========
F-18
<PAGE>
<TABLE>
Hispanic Television Network, Inc. formerly
American Independent Network, Inc.
Statement of Stockholder's Equity
For the Period January 1, 1998 to September 2, 1999
<CAPTION>
Preferred
Preferred Stock Common Common Additional Retained
Shares Amount Shares Stock Capital Earnings Total
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance January 1, 1998
(Restated) 53,427 $ 53,427 3,646,501 $ 36,465 $ 3,756,865 $ (4,228,034) $ (381,277)
Preferred Stock Conversion (11,000) (11,000) 4,400 44 $ 10,956 -- --
Bridge Loan Conversion -- -- 56,004 560 87,325 -- 87,885
Common stock issued for
conversion and extension
of debt (Restated) -- -- 668,718 6,687 1,534,774 -- 1,541,461
Net Loss (Restated) -- -- -- -- -- (2,221,343) (2,221,343)
--------------------------------------------------------------------------------------------
Balance December 31, 1998
(Restated) 42,427 42,427 4,375,623 43,756 5,389,920 (6,449,377) (973,274)
Bridge Loan Conversion -- -- 687,381 6,874 1,024,198 -- 1,031,072
Common stock issued for
Conversion and extension
of debt -- -- 381,593 3,816 568,574 -- 572,390
Common stock issued for
services -- -- 3,158,998 31,590 7,147,603 7,179,193
Shares cancelled -- -- (1,398,366) (13,984) 13,984 -- --
Net Loss -- -- -- -- -- (9,586,182) (9,586,182)
--------------------------------------------------------------------------------------------
Balance September 2, 1999 42,427 $ 42,427 7,205,229 $ 72,052 $14,144,279 $(16,035,599) $(1,776,801)
============================================================================================
See accompanying notes.
</TABLE>
F-19
<PAGE>
Hispanic Television Network, Inc. formerly
American Independent Network, Inc.
Statements of Cash Flows
For the
Period (Restated)
January 1, For the year
1999 to ended
September 2, December 31,
1999 1998
---------------------------
Operating Activities
Net gain (loss) $(9,247,765) $(2,221,343)
Adjustment to reconcile net income to
net cash from operating activities:
Services expense related to issuance
of common stock 1,089,962 --
Interest expense related to
conversion or extension of debt and
bridge loans 7,820,687 92,310
Depreciation and Amortization 73,024 218,961
Changes in assets and liabilities:
Increase in accounts receivable (15,300) (538)
Decrease in trade credits
receivable 145,138 30,000
Decrease in other assets 403,351 2,253,476
Decrease in accounts payable (284,915) 226,588
Increase in accrued liabilities 109,562 150,550
----------- -----------
Total cash provided by operating
activities 93,744 88,180
----------- -----------
Investing Activities
Capital expenditures (101,882) (19,246)
----------- -----------
Total cash used in investing
activities (101,882) (19,246)
----------- -----------
Financing Activities
Principal payments on notes
payable (1,326) (93,895)
----------- -----------
Total cash provided by financing
activities (1,326) (93,895)
----------- -----------
Net cash increase (decrease) (9,464) (24,961)
Cash, beginning of year 9,807 34,768
----------- -----------
Cash at end of year $ 343 $ 9,807
=========== ===========
Cash paid for interest $ 201,607 $ 63,441
=========== ===========
Cash paid for income taxes $ -- $ --
=========== ===========
See accompanying notes.
F-20
<PAGE>
Hispanic Television Network, Inc. formerly
American Independent Network, Inc.
Notes to Financial Statements
For the Period January 1, 1999 to September 1, 1999 and
for the Year ended December 31, 1998
1. Organization
The Company
AIN was incorporated in the State of Delaware on December 11, 1992 under
the name Strictly Business, Inc. On September 16, 1993, the Company changed
its name to American Independent Network, Inc. ("AIN"). In March 1994, the
Company began providing programming, media production, and syndication
services to television stations. AIN operates a television network. AIN has
entered into agreements to provide television broadcast stations with
programming (television shows) for digital television broadcasting. Such
agreements typically provide that the Company retains certain of the
advertising time and advertising revenues generated from the programming.
On September 2, 1999, Hispano Television Ventures, Inc. ("HT Ventures")
entered into a transaction with AIN ("HT Ventures Transaction") whereby HT
Ventures purchased 11,000,000 previously unissued shares of AIN common
stock for total purchase consideration of $500,000 in cash and cancellation
of $332,500 in amounts due to HT Ventures. As a result, of the HT Ventures
Transaction, HT Ventures owned approximately 60% of the then outstanding
shares of common stock of AIN. Subsequently, on December 15, 1999, HT
Ventures completed the merger ("the Merger") with and into AIN, the legal
surviving entity, and changed AIN's name to the Hispanic Television
Network, Inc. ("the Company"). Pursuant to the Merger Agreement,
shareholders of HT Ventures received a total of 70,000,000 shares of AIN
common stock in exchange for the then outstanding shares of HT Ventures.
The 11,000,000 shares previously issued to HT Ventures were immediately
canceled pursuant to the Merger Agreement. Subsequent to the Merger, HT
Ventures stockholders owned approximately 90% of AIN. Accordingly, the
Merger was accounted for as a "reverse acquisition" using the purchase
method of accounting with HT Ventures being the "accounting acquirer."
2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from these estimates.
Revenue Recognition
The Company's primary sources of revenue are the sale of airtime on its
television stations. Broadcast revenue is recorded when commercials are
aired.
F-21
<PAGE>
Earnings Per Share
Basic and diluted net loss per share is computed based on the loss divided
by the weighted average number of shares of common stock outstanding
during each period. Potentially dilutive securities totalling 84,854
additional shares of common stock resulting from the conversion or
exercise of preferred stock and stock options were not included in the
calculation as their effect is antidilutive.
3. Income Taxes
The provision for income taxes is reconciled with the statutory rate for
the period January 1, 1999 to September 2, 1999 and the year ended December
31, 1998 as follows:
For the
For the Period Year Ended
January 1, 1999 December 31,
to September 2, 1998
1999 (Restated)
------------------------------
Provision computed at federal
statutory rate $(3,144,240) $ (755,257)
State income taxes, net of
federal tax effect (366,211) (87,965)
Increase in deferred tax assets
valuation allowance 3,510,451 843,222
----------- -----------
$ -- $ --
=========== ===========
The Company fully reserves its net deferred tax asset position due to
uncertainty over future income. The Company has federal and state net
operating loss carryovers in the amount of $5 million which begin to expire
in 2010. A significant portion of the federal net operating loss carryover
may be subject to limitations under Internal Revenue Code Section 382.
4. Operating Leases
The Company has commitments under operating leases for television
communication equipment which are renewable at the option of the Company.
During the period January 1, 1999 to September 2, 1999 and the year ended
December 31, 1998, rent expense was $52,638 and $64,800, respectively.
5. Legal Proceedings
The company is involved in various claims and legal actions arising from
the ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's financial condition, results of operations, or cash flows.
6. Restatement of Financial Statements
The company restated its 1998 financial statements to reflect the
recording of shares of stock issued for the extending of notes payable.
Based on the issuing of stock as incentives to extend loan terms, $48,836
of interest expense was recorded for the year ended December 31, 1998.
F-22
