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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
COMMISSION FILE NUMBER: 001-12223
UNIVISION COMMUNICATIONS INC.
INCORPORATED IN DELAWARE
I.R.S. EMPLOYER IDENTIFICATION NUMBER: 95-4398884
1999 AVENUE OF THE STARS, SUITE 3050
LOS ANGELES, CALIFORNIA 90067
TEL: (310) 556-7676
SECURITIES REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT:
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NAME OF EACH EXCHANGE
TITLE OF CLASS ON WHICH REGISTERED
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Class A Common Stock, Par Value $.01 New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES /X/ NO / / .
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
There were 62,184,801 shares of Class A Common Stock, $.01 par value,
outstanding as of January 29, 1999. The aggregate market value of the Class A
Common Stock of the Company held by non-affiliates on January 29, 1999 was
approximately $2,760,000,000. This calculation does not include the value of any
of the outstanding shares of Class P, Class T or Class V Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held May 25, 1999 are incorporated by reference into Part
III hereof.
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TABLE OF CONTENTS
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GLOSSARY..................................................................................................... 2
PART I
Item 1. Business........................................................................................ 4
The Hispanic Audience in the United States...................................................... 5
Hispanic Audience Research...................................................................... 7
Ratings......................................................................................... 7
The Network..................................................................................... 9
Galavision Network.............................................................................. 12
Programming..................................................................................... 12
Program License Agreements...................................................................... 13
The O&Os........................................................................................ 15
Advertising..................................................................................... 18
Marketing....................................................................................... 19
Competition..................................................................................... 19
Material Patents, Trademarks, Licenses, Franchises and Concessions.............................. 20
Employees....................................................................................... 20
Federal Regulation and New Technologies......................................................... 21
Item 2. Properties...................................................................................... 29
Item 3. Legal Proceedings............................................................................... 29
Item 4. Submission of Matters to a Vote of Security Holders............................................. 29
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters........................... 31
Item 6. Selected Financial Data......................................................................... 32
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations........... 33
Item 7A. Quantitative and Qualitative Disclosures About Market Risk...................................... 43
Item 8. Financial Statements and Supplementary Data..................................................... 43
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures........... 43
PART III
Item 10. Directors and Executive Officers of the Registrant.............................................. 43
Item 11. Executive Compensation.......................................................................... 43
Item 12. Security Ownership of Certain Beneficial Owners and Management.................................. 44
Item 13. Certain Relationships and Related Transactions.................................................. 44
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K................................. 45
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GLOSSARY
THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE IN
THIS REPORT AND IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION
AND FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN THIS REPORT.
The following terms are used in this report to refer to the companies and
operations indicated:
"Acquisition" means the December 1992 acquisition of the Network and UTG
(excluding the Chicago Houston, Sacramento and Bakersfield O&Os) by Perenchio,
Televisa and Venevision.
"Affiliated Stations" means the 10 full-power and 18 low-power television
stations with which the Company has Affiliation Agreements.
"Affiliation Agreements" means the affiliation agreements between the
Company and each Affiliated Station and Cable Affiliate.
"Agreement Concerning Production and Acquisition of Programs" means the cost
sharing agreement among the Network, Televisa and Venevision (which was
terminated as part of the Reorganization).
"Broadcast Affiliates" means the O&Os and the Affiliated Stations.
"Broadcast Cash Flow" means earnings before corporate charges, the special
bonus award, depreciation and amortization.
"Cable Affiliates" means the approximately 939 cable television systems with
which Univision has Affiliation Agreements. These cable television systems
retransmit the Network satellite signal and are not located in DMAs where the
Company has full-power Broadcast Affiliates.
"Combined Net Time Sales" means time sales of UTG, the Network and
Galavision from broadcasting, including barter and trade and television
subscription revenues, less advertising commissions, certain special event
revenues, music license fees, outside affiliate compensation and taxes other
than withholding taxes.
"Corporate Charges" means corporate costs that would be duplicated and
therefore eliminated if the Company were acquired by another broadcasting
company.
"DMA" means a designated market area.
"DRI Study" means the Company-commissioned study published by the
econometric firm DRI/ McGraw Hill in 1995.
"EBITDA" means earnings before interest, taxes, depreciation and
amortization and non-recurring charges, such as the special bonus award.
"Entravision" means Entravision Communications Company, LLC, which owns 14
of the Company's Affiliated Stations.
"Galavision" means the Galavision Spanish-language general entertainment
basic cable network, a wholly-owned subsidiary of the Company.
"Hispanic" means all persons in the U.S. of Hispanic descent or origin.
"Hispanic Households" means all U.S. households with a head of household who
is of Hispanic descent or origin, regardless of the language spoken in the
household.
"Network" or "UNLP" means the Univision Spanish-language television network
wholly-owned by the Company and one of the Company's subsidiaries; the Network
is a partnership that prior to the Reorganization was controlled by the
Principal Stockholders.
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"New Bank Facility" means the Company's new credit agreement dated September
26, 1996, which provides for aggregate commitments of up to $600 million and
imposes financial and other restrictions on the Company.
"Nielsen" means Nielsen Media Research which publishes television ratings,
audience share and demographic information.
"Old Bank Facility" means UTG's old bank credit agreement that was
terminated as part of the Reorganization.
"O&Os" means the 13 full-power and eight low-power television stations owned
and operated by the Company.
"Offering" means the sale of 18,791,000 shares of Class A Common Stock by
the Company in its initial public offering consummated on October 2, 1996.
"PCI" means Perenchio Communications, Inc. which changed its name to
Univision Communications Inc. in June 1996.
"Perenchio" means A. Jerrold Perenchio and his affiliates.
"Principal Stockholders" means Perenchio, Televisa and Venevision.
"Program License Agreements" means the amended and restated program license
agreements between the Company and Televisa and the Company and Venevision
(which became effective as part of the Reorganization).
"PTIH" means PTI Holdings, Inc., a subsidiary of the Company.
"Reorganization" means the reorganization of the Company immediately prior
to the closing of the Offering.
"Sponsor Loans" means the loans made to the Company by Televisa and
Venevision each quarter from the Acquisition through the Reorganization.
"Televisa" means Grupo Televisa, S.A. de C.V. and its affiliates.
"Univision" or the "Company" means Univision Communications Inc. ("UCI") and
its wholly-owned subsidiaries, after giving effect to the Reorganization.
"Univision Affiliates" means the Broadcast Affiliates and the Cable
Affiliates.
"UTG" means Univision Television Group, Inc., the Company's subsidiary that
owns and operates the O&Os.
"UNHP" means The Univision Network Holding Limited Partnership, the entity
that owned substantially all of the partnership interests in the Network prior
to the Reorganization and that was liquidated as part of the Reorganization.
"Venevision" means Corporacion Venezolana de Television, C.A. and its
affiliates.
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PART I
ITEM 1. BUSINESS
Univision is the leading Spanish-language television broadcaster in the
U.S., reaching more than 92% of all Hispanic Households and having an
approximate 85% share of the U.S. Spanish-language network television audience
through December 1998. The Company's Network, which is the most watched
television network (English- or Spanish-language) among Hispanic Households,
provides the Univision Affiliates with 24 hours per day of Spanish-language
programming with a prime time schedule of substantially all first run
programming (i.e., no reruns) throughout the year. As a leading, vertically-
integrated television broadcaster, Univision owned and operated 13 full-power
(12 of which are affiliated with the Univision Network) and eight low-power UHF
stations as of December 31, 1998 representing approximately 79% of its Network
broadcast distribution. These full-power O&Os are located in 12 of the top 15
DMAs in terms of numbers of Hispanic Households--Los Angeles, New York, Miami,
San Francisco, Chicago, San Antonio, Houston, Dallas, Phoenix, Albuquerque,
Fresno and Sacramento. As of December 31, 1998, the Company had Affiliation
Agreements with an additional 10 full-power and 18 low-power Affiliated Stations
and approximately 939 Cable Affiliates. Each of the Company's full-power O&Os
and Affiliated Stations ranks first in Spanish-language television viewership in
its DMA. The Company also owns Galavision, a Spanish-language cable network that
had approximately 2.7 million Hispanic subscribers, representing approximately
59% of all Hispanic Households that subscribed to cable television in 1998.
The Company believes that the breadth and diversity of its programming
provides it with a competitive advantage over both Spanish-language broadcasters
and English-language broadcasters in appealing to Hispanic viewers. The
Company's programming is similar to that of major English-language networks and
includes NOVELAS (long-term mini-series), national and local newscasts, variety
shows, children's programming, mini-series, musical specials, movies, sporting
events and public affairs programs. The Televisa Program License Agreement
provides the Company with long-term access to first-rate programming produced by
Televisa. Televisa-produced NOVELAS are popular throughout the world and are
among the Company's highest rated programs. Univision also produces a variety of
programs specifically tailored to meet the tastes, preferences and information
needs of the Hispanic audience, including national and local news and the highly
successful programs SABADO GIGANTE, CRISTINA and PRIMER IMPACTO. The Company's
morning show that began airing in April 1997, DESPIERTA AMERICA--"Wake Up
America"--broadcasts news, talk and current events nationally, Monday through
Friday from 7:00 a.m. to 10:00 a.m. The Company has also televised World Cup
Soccer since 1978, including all 64 games of the widely watched 1998 World Cup.
Since 1996, the Company has been televising the Sunday "Game of the Week" for
Major League Soccer. On March 30, 1998, a joint venture between the Company and
Home Shopping Network began broadcasting a Spanish-language television shopping
program in the United States. The program is currently broadcast for three hours
a day on Galavision from 11 a.m. to 2 p.m. The Company and Televisa have an
agreement to each produce three thirteen-week new non-NOVELA programs. Both
Univision and Televisa are required to use commercially reasonable efforts to
complete the production of their respective three programs so that such programs
were available to commence airing no later than October 31, 1998. The Company is
currently broadcasting its three required programs and two of Televisa's
required programs. Televisa's third required program is scheduled for production
in the first quarter of 1999 and is scheduled to air in the first half of 1999.
Since the Acquisition, the Company's operating performance has improved
significantly with net revenues and EBITDA increasing to $577.1 million and
$195.6 million, respectively, for the year ended December 31, 1998, representing
compound annual growth rates of 19% and 28%, respectively, from the 1992
operating results of the Company and its predecessor. In addition, from November
1992 to November 1998 the Company increased its audience share of
Spanish-language network television viewing from 57% to 86% and increased its
share of the 20 most widely watched programs among Hispanic Households from 30%
to 95%.
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Univision attributes its success to several factors, including emphasis on
popular, high quality programming produced by Televisa and Univision,
contracting with Nielsen to develop more accurate, credible rating systems to
measure Hispanic audience viewership, increasing recognition by advertisers of
the effectiveness of Spanish-language television, continued growth of the
Hispanic audience and the strengthening of its management team with executives
and sales managers with extensive English-language television and advertising
experience.
On October 30, 1998, the Company entered into an agreement with Entravision
for the sale of the FCC broadcast license and all the assets of station KLUZ,
Channel 41, Albuquerque, New Mexico. Under the terms of the agreement, the
Company will receive as consideration $1,000,000 in cash and an option to
acquire an additional 2% equity interest in Entravision. The Federal
Communications Commission ("FCC") has approved the transaction and the Company
expects to close on the sale of the station at the end of the first quarter of
1999. In August 1998, the Company acquired a film library from the Million
Dollar Video Corporation for approximately $11,500,000, including legal fees. To
complement and capitalize on the Company's existing business and management
strengths, the Company expects to explore both Spanish-language television and
other media acquisition opportunities.
THE HISPANIC AUDIENCE IN THE UNITED STATES
Management believes that Spanish-language television, in general, and the
Company, in particular, have benefited and will continue to benefit from a
number of factors, including projected Hispanic population growth, high
Spanish-language retention among Hispanics, increasing Hispanic buying power and
greater advertiser spending on Spanish-language media.
HISPANIC POPULATION GROWTH AND CONCENTRATION. The Company's audience
consists almost exclusively of Hispanics, one of the most rapidly growing
segments of the U.S. population. The 1999 Hispanic population is estimated to be
31.5 million (11.5% of the total U.S. population), an increase of 32.5% from
23.7 million (9.5% of the total U.S. population) in 1990. The overall Hispanic
population is growing at approximately five times the rate of the non-Hispanic
U.S. population and is expected to grow to 32.4 million and 42.4 million (11.8%
and 14.2% of the total U.S. population) in 2000 and 2010, respectively.
Approximately 50% of all Hispanics are located in the seven U.S. cities with the
largest Hispanic populations, and Univision owns a station in each of these
cities.
SPANISH LANGUAGE USE. Approximately 68% of all Hispanics, regardless of
income or educational level, speak Spanish at home. This percentage is expected
to remain relatively constant through 2010. Consequently the number of Hispanics
speaking Spanish in the home is expected to increase significantly in the
foreseeable future. As shown in the chart below, the number of Hispanics who
speak Spanish in the home is expected to grow from 16.2 million in 1990 to 22.1
million in 2000 and 27.8 million in 2010. The Company believes that the strong
Spanish-language retention among Hispanics indicates that the Spanish-language
media has been and will continue to be an important source of news, sports and
entertainment for Hispanics.
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EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
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SPANISH LANGUAGE USE
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Hispanic Population in
Millions
Population Speak Spanish at Home
1980 15.6 10.6
1985 19.3 13.2
1990 23.7 16.2
1995 27.4 18.6
2000 32.4 22.1
2005 37.2 24.9
2010 42.4 27.8
Source: Standard & Poor's DRI
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GREATER HISPANIC BUYING POWER. The Hispanic population represents estimated
total consumer expenditures of $411 billion in 1999 (6.8% of the total U.S.
consumer expenditures), an increase of 90.5% since 1990. Hispanics are expected
to account for $443 billion (7.0% of the U.S. total consumer expenditures) by
2000, and $940 billion (9.0% of the U.S. total consumer expenditures) by 2010,
far outpacing the expected growth in total U.S. consumer expenditures.
In addition to the anticipated growth of the Hispanic population, the
Hispanic audience has several other characteristics that the Company believes
make it attractive to advertisers. The Company believes the larger size
(averaging 3.5 persons per household compared to the general public's average of
2.5 persons per household) and younger age of Hispanic Households leads
Hispanics to spend more per household on many categories of goods. The average
Hispanic Household spends 28.0% more per year on food at home, 100% more on
children's clothing, 35.0% more on footwear, 11.4% more on phone services, and
23.2% more on laundry and household cleaning products than the average
non-Hispanic household. Hispanics are expected to continue to account for a
disproportionate share of growth in spending nationwide in many important
consumer categories as the Hispanic population and its disposable income
continue to grow. These factors make Hispanics an attractive target audience for
many major U.S. advertisers.
INCREASED SPANISH-LANGUAGE ADVERTISING. According to published sources,
$1.7 billion of total advertising expenditures were directed towards
Spanish-language media in 1998, representing an annual compound growth rate of
19% since 1993. Of these amounts, approximately 58% of the $1.7 billion in
advertising expenditures in 1998 targeting Hispanics were directed towards
Spanish-language television advertising. The Company believes that major
advertisers have found that Spanish-language television advertising is a more
cost-effective means to target the growing Hispanic audience than
English-language broadcast media. See "--Advertising."
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HISPANIC AUDIENCE RESEARCH
Univision, like all television stations and networks, derives its revenues
primarily from selling advertising time. See "--Advertising." The relative
advertising rates charged by competing stations within a DMA depend primarily on
four factors: (i) the station's ratings (households and/or people viewing its
programs as a percentage of total television households and/or people in the
viewing area); (ii) audience share (households and/or people viewing its
programs as a percentage of households and/or people actually watching
television at a specific time); (iii) the time of day the advertising will run;
and (iv) the demographic qualities of a program's viewers (primarily age and
gender).
Nielsen ratings at both the Network and local DMA levels provide advertisers
with an accurate and reliable measure of Hispanic audience television viewership
and have been important in allowing the Company to demonstrate to advertisers
its ability to reach the Hispanic audience. The Company believes that continued
use of accurate, reliable ratings will allow it to further increase its
advertising rates and narrow the gap which has historically existed between its
audience share and its share of advertising revenues. In addition, the Company
has made significant investments in experienced sales managers and account
executives and has provided its sales professionals with state-of-the-art
research tools to continue to attract major advertisers.
The various rating services contracted from Nielsen are described below:
NIELSEN HISPANIC TELEVISION INDEX (NHTI). The NHTI service measures
national network viewing in Hispanic Households. NHTI is the Network's primary
sales tool since it demonstrates Univision's significant success in attracting
Hispanic viewership against both English- and Spanish-language competition. NHTI
is stratified by language usage so that Spanish-dominant, bilingual, and
English-dominant Hispanic Households are represented in the sample in the same
proportion that exists among Hispanic Households generally.
NIELSEN HISPANIC STATION INDEX (NHSI). The NHSI service is similar to the
NHTI, except that NHSI measures Hispanic Household viewing at the local market
level. Like NHTI, each NHSI sample also reflects the varying levels of language
usage by Hispanics in each DMA in order to more accurately reflect the Hispanic
Household population in the relevant DMA.
NHSI and NHTI only measure the audience viewing of Hispanic Households, that
is, households where the head of the household is of Hispanic descent or origin.
Although the NHSI and NHTI reflect improvements over previous measurement
indices, the Company believes they still under-report the number of viewers
watching Univision programs because the Company has viewers who do not live in
Hispanic Households.
NIELSEN STATION INDEX (NSI). The NSI service measures local station viewing
of all households in a specific DMA. The Company buys NSI in all of the DMAs in
which its full-power O&Os are located in order to effectively position its
viewing against both English- and Spanish-language competitors. While Hispanic
Households are present in proportion to their percentage of total households
within a DMA in NSI, this rating service is not language stratified and
generally under-represents Spanish-speaking households. As a result, the Company
believes that NSI typically under-reports viewing of Spanish-language
television. Despite this limitation, NSI demonstrates that many full-power
Broadcast Affiliates achieve total market ratings that are fully comparable with
their English-language counterparts, with two of the full-power O&Os ranking as
the top station in their respective DMAs. See "--The O&Os."
RATINGS
Since the beginning of the NHTI service in November 1992, Univision has
consistently ranked first in prime time among all Hispanic adults. In addition,
Univision has successfully increased its audience ratings compared to both the
Spanish-language and the English-language broadcast networks. Spanish-language
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television prime time is from 7 p.m. to 11 p.m., Eastern and Pacific Standard
Times, Sunday through Saturday. English-language television prime time is from 8
p.m. to 11 p.m., Eastern and Pacific Standard Times, Monday through Saturday and
7 p.m. to 11 p.m., Eastern and Pacific Standard Times, Sunday. The following
table shows that Univision prime time audience ratings, Sunday through Saturday,
among Hispanic adults aged 18 to 49, the age segment most targeted by
advertisers, have increased compared to the other networks:
NHTI PRIME TIME RATINGS AMONG HISPANIC ADULTS AGED 18 TO 49
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NETWORK 1993 1994 1995 1996 1997 1998
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Univision.................................................... 6.6 8.6 9.6 9.0 10.1 10.2
ABC.......................................................... 3.8 3.3 3.1 2.7 2.3 2.0
CBS.......................................................... 2.9 2.2 1.8 1.7 1.5 1.3
FOX.......................................................... 4.0 3.6 3.4 3.2 2.9 2.7
NBC.......................................................... 3.3 2.7 2.9 3.2 2.5 2.3
Telemundo.................................................... 4.1 3.1 2.6 2.1 1.6 1.5
Univision share.............................................. 26.7% 36.6% 41.0% 41.1% 48.3% 51.0%
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A further indication of Univision's growing strength against its
Spanish-language and English-language competitors is its improved performance
among bilingual Hispanics. As the table below indicates, since 1993 the Network
advanced from fifth place to first place in prime time audience ratings, Sunday
through Saturday, among bilingual Hispanic adults aged 18 to 49:
NHTI PRIME TIME RATINGS AMONG BILINGUAL HISPANIC ADULTS AGED 18 TO 49
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NETWORK 1993 1994 1995 1996 1997 1998
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Univision.................................................... 3.7 6.4 7.5 6.7 6.7 7.9
ABC.......................................................... 5.0 4.6 3.7 3.1 2.4 2.1
CBS.......................................................... 4.0 2.9 2.1 1.9 1.6 1.5
FOX.......................................................... 5.0 4.4 3.8 3.7 3.5 2.8
NBC.......................................................... 4.9 3.6 3.2 4.0 2.7 2.4
Telemundo.................................................... 2.6 1.9 1.3 1.1 1.0 1.0
Univision share.............................................. 14.7% 26.9% 34.7% 32.7% 37.4% 44.6%
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In addition, as shown in the following table, the Company has increased its
share of the 20 most widely watched programs among all Hispanic Households from
30% in November 1992 to 95% in November 1998:
THE 20 MOST WIDELY WATCHED PROGRAMS
AMONG HISPANIC HOUSEHOLDS BY NETWORK
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PROGRAM NOVEMBER NOVEMBER NOVEMBER NOVEMBER NOVEMBER NOVEMBER NOVEMBER
RANK 1992 1993 1994 1995 1996 1997 1998
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1 ABC FOX UVN(a) UVN UVN UVN UVN
2 UVN UVN UVN UVN UVN UVN UVN
3 FOX FOX UVN UVN UVN UVN UVN
4 UVN UVN UVN UVN UVN UVN UVN
5 FOX FOX UVN UVN UVN UVN UVN
6 FOX UVN UVN UVN UVN UVN UVN
7 FOX UVN UVN UVN UVN UVN UVN
8 ABC FOX UVN UVN UVN UVN UVN
9 FOX FOX UVN UVN UVN UVN UVN
10 UVN FOX UVN UVN UVN UVN UVN
11 ABC FOX FOX UVN UVN UVN UVN
12 FOX UVN FOX UVN UVN UVN UVN
13 UVN NBC UVN UVN UVN UVN UVN
14 UVN FOX UVN UVN UVN UVN UVN
15 UVN NBC UVN NBC UVN UVN UVN
16 NBC FOX UVN UVN UVN UVN UVN
17 FOX FOX UVN UVN UVN UVN UVN
18 ABC ABC FOX UVN ABC UVN FOX
19 TEL(b) FOX FOX UVN UVN UVN UVN
20 FOX FOX FOX FOX FOX UVN UVN
----- ----- ----- ----- ----- ----- -----
Univision share 30% 25% 75% 90% 90% 100% 95%
</TABLE>
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Source: NHTI
(a) Univision
(b) Telemundo
THE NETWORK
The Network is the leading Spanish-language television network in the U.S.
From its operations center in Miami, the Network provides the Univision
Affiliates via satellite with 24 hours of Spanish-language programming per
broadcast day with a prime time schedule of substantially all first-run
programming (i.e., no re-runs) throughout the year. The operations center also
provides production facilities for the Network's news and entertainment
programming.
The Network produces and acquires programs, makes those programs available
to the Univision Affiliates and sells network advertising. The full-power O&Os
and Broadcast Affiliates together reach approximately 6.0 million, or
approximately 73%, of Hispanic Households. The low-power O&Os and Broadcast
Affiliates (including translators) together reach approximately 655,000, or
approximately 8%, of Hispanic Households. The Cable Affiliates reach
approximately 846,000, or approximately 10%, of Hispanic Households.
Through the Company's ownership of the O&Os, it controls approximately 79%
of the Network's broadcast distribution.
AFFILIATION AGREEMENTS. Each Univision Affiliate has the right to preempt
(i.e., to decline to broadcast at all or at the time scheduled by the Network),
without prior Network permission, any and all Network
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programming that it deems unsatisfactory, unsuitable or contrary to the public
interest or to substitute programming it believes is of greater local interest,
provided that the Network consents to any rescheduling of preempted programming.
If a Univision Affiliate preempts a Network program and no suitable substitute
broadcast time is mutually agreed upon, the Network is permitted to offer the
program to any other television station or cable service in the DMA served by
such Univision Affiliate.
Each Affiliation Agreement grants the Univision Affiliate the right of first
refusal to the Network's entire program schedule. The Affiliation Agreements
generally provide that 50% of all advertising time be retained by the Network
for Network advertising and the other 50% of the time be allocated to the
Univision Affiliate for local and national spot advertising. However, this
allocation may be modified at the Company's discretion.
The Affiliated Stations retain 100% of all local advertising revenues, and
the Network retains 100% of Network advertising revenues.
The Network from time to time may enter into Affiliation Agreements with
additional stations in new DMAs based upon its perception of the market for
Spanish-language television and the Hispanic market in the station's DMA.
CABLE AFFILIATES. The Network has historically used Cable Affiliates to
reach communities which could not support a Broadcast Affiliate because of the
relatively small number of Hispanic Households. Cable Affiliation Agreements may
cover an individual system operator or a multiple system operator. Cable
Affiliation Agreements are for the most part non-exclusive, thereby giving the
Network the right to license all forms of distribution in cable markets. Cable
Affiliates generally receive the Network's programming for a fee based on the
number of subscribers. The Network retains 100% of the allocation of Network
advertising revenues attributable to Cable Affiliates and provides certain Cable
Affiliates with two minutes of local advertising time per hour. Cable Affiliates
retain 100% of local and national advertising revenues. However, the Company
represents certain cable affiliates in national spot sales for varying fees. See
"--Federal Regulation and New Technologies."
UNIVISION AFFILIATE COVERAGE AND RANK. The table below sets forth certain
information with respect to the Univision Affiliates' coverage and rank.
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UNIVISION AFFILIATES' COVERAGE AND RANK AMONG HISPANIC HOUSEHOLDS
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UNIVISION AFFILIATES'
NATIONWIDE RANK AMONG
HISPANIC HOUSEHOLDS SPANISH-LANGUAGE
DMA(A) STATION COVERED(B) TELEVISION STATIONS(C)(D)
- ------------------------------ --------- HISPANIC HOUSEHOLDS ----------------------- ---------------------------------
COVERED(B)
---------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Los Angeles(1).............. KMEX 1,444 17.5% 1(c)
New York(2)................. WXTV 1,004 12.2 1(c)
Miami(3).................... WLTV 469 5.7 1(c)
San Francisco(4)............ KDTV 330 4.0 1(c)
Chicago(5).................. WGBO 314 3.8 1(c)
San Antonio(6).............. KWEX 305 3.7 1(c)
Houston(7).................. KXLN 305 3.7 1(c)
Dallas/Ft. Worth(8)......... KUVN 210 2.5 1(c)
Phoenix(10)................. KTVW 186 2.3 1(c)
Albuquerque(11)(f).......... KLUZ 185 2.2 1(c)
Fresno(14).................. KFTV 169 2.0 1(c)
Sacramento(15).............. KUVS 163 2.0 1(c)
----- ---
FULL-POWER O&OS
Total full-power O&Os..... 5,084 61.6
FULL-POWER AFFILIATED STATIONS
McAllen/Brownsville(9)(e)... KNVO 199 2.4 1(c)
El Paso(13)(e).............. KINT 169 2.0 1(c)
Denver(16)(e)............... KCEC 131 1.6 1(d)
Corpus Christi(18)(e)....... KORO 98 1.2 1(d)
Boston(23).................. WUNI 87 1.0 1(d)
Las Vegas(25)(e)............ KINC 65 0.8 1(d)
Salinas/Monterey(26)(e)..... KSMS 57 0.7 1(d)
Laredo(30)(e)............... KLDO 47 0.6 1(d)
Yuma/El Centro(35)(e)....... KVYE 41 0.5 1(d)
Sta Barbara--Sta Maria-- San
Luis Obispo(34)(g)........ KTAS 40 0.5 1(d)
----- ---
Total full-power
Affiliated Stations..... 934 11.3
CABLE AFFILIATES(h)........... 846 10.2
DBS Systems(i)................ 98 1.2
LOW-POWER BROADCAST
AFFILIATES(j)............... 654 7.9
----- ---
TOTAL UNIVISION AFFILIATES.... 7,616 92.2%
----- ---
----- ---
</TABLE>
- ------------------------
(a) Numbers in parentheses represent Hispanic DMA rank by number of Hispanic
Households.
(b) Source: Nielsen Media Research, Black & Hispanic DMA Market and Demographic
Rank, January 1999.
(c) Rank among the Spanish television stations in the DMA. Source NHSI November
1998. Su-Sa/7a.m-1a.m.
(d) Rank among the Spanish television stations in the DMA. Source NSI November
1998. Su-Sa/7a.m-1a.m.
(e) Owned by Entravision.
(f) Entravision has entered into an agreement to acquire this station from the
Company.
11
<PAGE>
(g) Source: Company estimate of Hispanic Households covered by Univision
Affiliate in Santa Barbara DMA based on Nielsen Cable On-Line Data Exchange
estimates for network satellite direct coverage households in the market.
This market has approximately 40,000 Hispanic Households, but the Univision
signal does not reach all of them due to geographic barriers.
(h) Source: Company estimate derived from Nielsen Cable On-Line Data Exchange,
January 1999.
(i) Source: Nielsen Media Research
(j) Source: Company estimate derived from Nielsen Media Research, Black and
Hispanic DMA Market and Demographic Rank, January 1999.
GALAVISION NETWORK
Galavision is the leading U.S. Spanish-language general entertainment basic
cable television network, reaching approximately 10.0 million subscribers, of
whom 2.7 million are Hispanic. According to Nielsen, Galavision reaches over 59%
of all Hispanic Households that subscribe to cable. The Company programs
Galavision so that Galavision and the Network generally do not run the same type
of show simultaneously. For example, while the Network is running a NOVELA,
Galavision may run sports or news. As a result of this counter-programming, many
Spanish-language television viewers have a choice of two Univision networks at
any one time. Additionally, Univision cross-promotes the Galavision service five
times daily.
Galavision is the only Spanish-language cable service subscribing to
Nielsen. Nielsen uses a subset of the NHTI sample to produce the Nielsen
Hispanic Home Video Index, which reports viewing of Galavision in Hispanic
Households with cable. The Company believes that its use of Nielsen to measure
Galavision's ratings assists the Company in obtaining advertisers for the cable
network and in selecting programs that meet its audience's taste. Twenty-two of
the top 25 Univision advertisers advertise on Galavision.
On March 30, 1998, a joint venture between the Company and Home Shopping
Network LLC began broadcasting a Spanish-language television shopping program in
the United States on the Galavision network. The program is currently broadcast
for three hours a day from 11 a.m. to 2 p.m.
PROGRAMMING
The Company directs its programming primarily toward its young,
family-oriented audience. It begins daily with DESPIERTA AMERICA and talk and
information shows, Monday through Friday, followed by NOVELAS. In the late
afternoon and early evening, the Network offers a talk show, a news-magazine and
national news, in addition to local news provided by the O&Os. Weekend daytime
programming begins with children's programming, followed by sports, variety,
teen lifestyle shows and movies. During prime time, Univision airs NOVELAS,
variety shows, a talk show, comedies, news magazines, lifestyle shows, as well
as specials and movies. Prime time is followed by late news and a late night
talk show. Overnight programming consists primarily of repeats of programming
aired earlier in the day.
Approximately eight hours of programming per weekday, including a
substantial portion of weekday prime time, are currently programmed with NOVELAS
supplied primarily by Televisa. Although NOVELAS have been compared to daytime
soap operas on ABC, NBC or CBS, the differences are significant. NOVELAS,
originally developed as serialized books, have a beginning, middle and end,
generally run five days per week, and conclude four to eight months after they
begin. NOVELAS also have a much broader audience appeal than soap operas,
delivering audiences that contain large numbers of men, children and teens in
addition to women.
The Hispanic population is primarily young and family-oriented. Univision's
programming has changed dramatically over the past five years in order to
attract and retain this audience. The Company's success in attracting a young
audience is demonstrated by a 53% increase in NHTI audience among Hispanic
adults aged 18 to 34, Sunday through Saturday 7 a.m. to 1 a.m., from December
1992 through December 1998.
12
<PAGE>
Since 1995, Univision has aired the Spanish-language version of Sesame
Street, coproduced by Televisa in cooperation with Children's Television
Workshop. PLAZA SESAMO now airs two hours per week. The Company's broadcasting
of educational children's programming, including PLAZA SESAMO, meets the FCC
requirement of airing three hours of weekly educational programming.
In 1998, the Company derived approximately 35% and 7% of its gross
advertising sales from programs produced by Televisa and Venevision,
respectively, under the Program License Agreements. Programming supplied by
Televisa and Venevision under the Program License Agreements and programs
produced by the Company currently represent in the aggregate approximately 93%
of the Network's non-repeat broadcast hours. The remainder primarily consists of
movies owned by the Company or acquired from independent third-party suppliers.
Three of the Company's own productions, SABADO GIGANTE, a variety show hosted by
Mario Kreutzberger, PRIMER IMPACTO, a news magazine program, and CRISTINA, a
talk show hosted by Cristina Saralegui, are among its most successful programs
in terms of advertising revenues generated. All programs produced by the Network
accounted for approximately 40.5% and 44%, respectively, of the Company's gross
advertising sales in 1997 and 1998.
Univision news programming is generally produced either at the Network
facility in Miami or the local stations. The Network produces an early evening
network newscast seven days per week and a late network newscast, Monday through
Friday. All full-power O&Os produce local newscasts that reflect the communities
they serve.
The Company produces a Sunday afternoon sports anthology show and a Sunday
night sports wrap-up show. Live sports programming primarily consists of boxing
and soccer. The 1998 World Cup soccer coverage broadcast by Univision garnered
one of the Company's highest sports ratings. Since 1996, the Company has been
televising the Sunday "Game of the Week" for Major League Soccer.
The Company and Televisa have an agreement to each produce three
thirteen-week new non-NOVELA programs. Both Univision and Televisa are required
to use commercially reasonable efforts to complete the production of their
respective three programs so that such programs were available to commence
airing no later than October 31, 1998. The Company is currently broadcasting its
three required programs and two of Televisa's required programs. Televisa's
third required program is scheduled for production in the first quarter of 1999
and is scheduled to air in the first half of 1999.
PROGRAM LICENSE AGREEMENTS
Through the Program License Agreements, Univision has the first right until
December 2017 to air in the U.S. all Spanish-language programming produced by or
for Televisa and Venevision (with certain exceptions). Televisa, which is the
world's largest producer of Spanish-language television programs, is the leading
media and entertainment company in Mexico with an approximate 77% share of
Mexico's viewing audience during 1998. Venevision is Venezuela's leading
television network with an approximate 58% share of its viewing audience during
1998. The Program License Agreements provide the Network and Galavision with
access to programming to fill up to 100% of their program schedules. Televisa
and Venevision programming represented approximately 37% and 13%, respectively,
of the Network's non-repeat broadcast hours in 1998.
The Program License Agreements allow the Company long-term access to
Televisa and Venevision programs and the ability to terminate unsuccessful
programs and replace them with other Televisa and Venevision programs without
paying for the episodes that are not broadcast. Accordingly, the Company has
more programs available to it and greater programming flexibility than any of
its competitors. This program availability and flexibility has permitted the
Company to adjust programming to best meet the tastes of its viewers.
Under the Program License Agreements, Univision may license programming from
Televisa and Venevision that, when added to (i) local programs produced by the
O&Os and used on the Network,
13
<PAGE>
(ii) any programs produced by Univision and (iii) any programs purchased by
Univision other than from Televisa and Venevision, will be sufficient (when
including an estimated six hours of repeat broadcasting in the case of the
Venevision agreement) to fill a twenty-four hour per day, seven day per week
time schedule for each of the Network and Galavision.
The Company's Televisa and Venevision options are prior to all third
parties' rights to obtain Televisa and Venevision produced programming for
broadcast in the U.S. Generally, Univision also has a right of first refusal to
acquire any program for which Univision did not exercise its option before
Televisa or Venevision can license such program to any third party. Any program
for which Univision elects not to exercise its right of first refusal may be
licensed to third parties for not more than one run over a period of one year
(with one rerun in the case of NOVELAS). Thereafter, such program must be made
available to Univision under the terms described above. To the extent that
Televisa or Venevision uses, or licenses a third party to use, its programming
in the United States in accordance with the terms of the Program License
Agreements, the Company would compete against such entity.
Televisa and Venevision programs available to Univision are defined under
the Program License Agreements as all programs produced by or for each of them
in the Spanish-language or with Spanish subtitles other than programs for which
they do not own U.S. broadcast rights or as to which third parties have a right
to a portion of the revenues from U.S. broadcasts ("Co-produced Programs").
Televisa and Venevision have also agreed through their affiliates to use their
best efforts to coordinate with Univision to permit Univision to acquire U.S.
Spanish-language rights to certain Co-produced Programs and to special events
produced by others, sporting events, political conventions, election coverage,
parades, pageants and variety shows.
In consideration of access to the programming of Televisa and Venevision,
the Company pays Televisa and Venevision aggregate royalties based upon Combined
Net Time Sales. Aggregate royalties to Televisa and Venevision were 13.5% of
Combined Net Time Sales in 1997, and have increased to 15.0% of Combined Net
Time Sales for 1998 and all years thereafter. The program royalty percentage
based on net revenues and Combined Net Time Sales differ because net revenue
includes certain revenues that are not subject to the Program License
Agreements. The Network is obligated to pay such aggregate royalties to Televisa
and Venevision each year throughout the term regardless of the amount of
Televisa and Venevision programming used by the Company.
The Program License Agreements are between affiliates of the Company,
Televisa and Venevision and the performance of their affiliates has been
unconditionally guaranteed by the Company, Televisa and Venevision,
respectively. Pursuant to their respective guarantees, Televisa has agreed to
use commercially reasonable efforts to continue to produce programs available to
the Network at least to the same extent in terms of quality and quantity as in
calendar years 1989, 1990 and 1991 and Venevision has agreed to use commercially
reasonable efforts to produce or acquire programming sufficient to enable its
affiliate to provide at least nine hours per day of programs to the Network to
satisfy such affiliate's obligations under its Program License Agreement.
The Company believes that the Venevision affiliate has not been fulfilling
its programming obligations, and that Venevision has not used commercially
reasonable efforts to enable the affiliate to do so. The full amount of
aggregate royalties have been paid. Venevision continues to believe that
Venevision and its affiliate have complied with their obligations to the
Company.
The Company has attempted to resolve this dispute through negotiations with
Venevision but they have not been successful. Thus, the Company has notified
Venevision of its intention to enforce its rights under the agreements by all
appropriate means including, if necessary, legal action, if Venevision continues
to fail to cause its affiliate to make available the programming the Company
believes the affiliate is obligated to provide. There can be no assurance, if
the Company were to commence such legal action or pursue other legal remedies,
that it would prevail.
14
<PAGE>
In addition, Televisa has agreed with several partners, each of whom has
substantial assets, to develop and operate a direct broadcast satellite ("DBS")
venture, which will have a variety of program services, including program
services supplied by Televisa. Televisa is required to offer the Company the
opportunity to acquire a 50% economic interest in Televisa's interest in the
joint venture to the extent it relates to United States Spanish-language
broadcasting. While the Company believes that it will be offered such an
interest, the Company has not received any indication as to what the business
terms relating to such interest would be. Accordingly, the Company is not in a
position to state whether it would accept such an offer. If the venture secures
a significant viewership among Hispanic Households, it could have a material
adverse effect on Univision's financial condition and results of operations,
even if Univision decides to acquire this 50% economic interest.
Televisa asserts that the terms and conditions of its Program License
Agreement with Univision allow it, under certain circumstances, to provide any
DBS venture uplinking in Mexico for distribution in the United States with
Televisa program services which contain programs to which Univision believes it
has an exclusive first option in the United States. Univision disagrees with
Televisa's assertion and has notified Televisa of its intention to enforce its
rights by all appropriate means including, if necessary, legal action, if
Televisa provides such programs to any such DBS venture. There can be no
assurance that Televisa will desist from providing such programming to its or
other DBS ventures, or, if Televisa were not to desist, that Univision would
prevail in court.
THE O&OS
The Company owned and operated 13 full-power O&Os as of December 31, 1998,
12 of which broadcast Network programming, produce local news and other
programming of local importance, cover special events and may acquire programs
from other suppliers. UTG acts as the representative of the Univision Affiliates
for national spot sales and receives a commission of 15% of net revenues after
agency commission in return for such services from its Affiliated Stations. The
Company's Bakersfield full-power station is a UPN affiliate. Each of the
full-power Network-affiliated O&Os is the leading Spanish-language television
station in its DMA.
A full-power O&O's ability to compete in terms of NSI ratings with the
English-language stations in a particular market is a function of the level of
Spanish-language use in the DMA which is affected in part by Hispanic Household
density. In DMAs where households that speak Spanish at least 50% of the time
exceed 15% of all households in the DMA, the full-power O&Os, in general, have
audience delivery comparable with the leading English-language network
affiliated stations in that DMA. In a DMA where the households that speak
Spanish at least 50% of the time is between 10% and 15% of all households in
that DMA, the full-power O&Os, in general, have audience delivery comparable
with the leading independent stations in the DMA. In a DMA where households that
speak Spanish at least 50% of the time is between 5% and 10% of all households
in that DMA, the full-power O&Os, in general, have audience delivery comparable
with the lower rated independent stations in the DMA. As shown on the following
table, two of the full-power O&Os owned by the Company as of November 25, 1998
rank as the top station in their respective DMAs.
15
<PAGE>
FULL-POWER O&OS' COVERAGE AND RANK AMONG HISPANICS
<TABLE>
<CAPTION>
UNIVISION
1999 HISPANIC 1999 HISPANIC SHARE
DMA RANK HOUSEHOLDS POPULATION HISPANIC SPANISH- OF SPANISH- ADULTS 18 TO 49
(BY HISPANIC (IN (IN HOUSEHOLD LANGUAGE LANGUAGE TOTAL AUDIENCE
DMA HOUSEHOLDS)(A)(B) THOUSANDS)(B) THOUSANDS)(B) DENSITY(C) USE(D) VIEWING(E) RANK(F)
- -------------- ------------------- --------------- --------------- ----------- ----------- ------------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Los Angeles... 1 1,444 5,782 28.1% 20.5% 69%(g) 4
New York...... 2 1,004 3,132 14.7 10.9 83 7
Miami......... 3 469 1,337 33.0 29.1 89(h) 1
San
Francisco... 4 330 1,166 13.9 8.2 83 6
Chicago....... 5 314 1,137 9.9 7.7 86 7
San Antonio... 6 305 986 45.7 23.3 91 5
Houston....... 7 305 1,059 18.3 12.1 90 2
Dallas/Ft.
Worth....... 8 210 740 10.7 7.0 90 7
Phoenix....... 10 186 639 13.8 8.3 96 7
Albuquerque... 11 185 545 32.6 16.0 100 5
Fresno........ 14 169 637 33.7 22.9 93 1
Sacramento.... 15 163 569 14.4 8.1 100 6
</TABLE>
- ------------------------
(a) The other DMAs ranked among the top fifteen by number of Hispanic Households
are McAllen/ Brownsville (9th), San Diego (12th) and El Paso (13th).
(b) Source: Nielsen Media Research, Black & Hispanic DMA Market and Demographic
Rank, January 1999 estimates. In deriving its figures, Nielsen only counts
persons present in Hispanic Households.
(c) Percentage of total households that are Hispanic Households. Source: Nielsen
Media Research, Black & Hispanic DMA Market and Demographic Rank, January
1999.
(d) Represents where the Spanish language is spoken at least 50% of the time by
adults (includes Spanish Dominant and Bilingual) as a percent of the total
DMA Households. Source: Nielsen Enumeration Study 1999, which sets forth
demographic attributes of Hispanic population.
(e) Source: NHSI, adults 18 to 49, November 1998, Sunday to Saturday, 7 a.m. to
1 a.m.
(f) Source: NSI, adults 18 to 49, November 1998, Sunday to Saturday, 7 a.m. to 1
a.m.
(g) The Los Angeles market has three full-power Spanish-language television
stations.
(h) The Miami market has four Spanish-language television stations.
Set forth below is information, including ratings and performance
information based on most recently available data, for the Company's top six
O&Os.
LOS ANGELES. The Los Angeles DMA has the largest Hispanic population in the
U.S., estimated by Nielsen to be 5.8 million people as of the beginning of 1999,
and is the second largest U.S. television market overall. Between 1980 and 1990,
the Hispanic population of Los Angeles grew approximately seven times faster
than its non-Hispanic population. According to the U.S. Census Bureau, 78% of
Hispanics in Los Angeles are of Mexican origin. The Hispanic population in Los
Angeles represents 38% of that DMA's total population and 20% of the total U.S.
Hispanic population.
The Los Angeles DMA has three Spanish-language, full-power UHF television
stations. In November 1998, the Company's Los Angeles O&O, Univision-KMEX,
posted a 69% share of the viewers tuned to Spanish-language television from 7
a.m. to 1 a.m. Sunday through Saturday, while Telemundo-KVEA
16
<PAGE>
posted a 18% share and KWHY (which only broadcasts in Spanish from 3 p.m. to 11
p.m.) posted a 13% share. Compared to all general market television stations in
the November 1998 NSI Report, KMEX was second in adults aged 18 to 34 ratings,
as well as third in adults aged 18 to 49 ratings and was sixth in households in
the Los Angeles DMA Sunday through Saturday 7 a.m. to 1 a.m. A total of 16
commercial television stations currently operate in the Los Angeles DMA. Some of
these stations simulcast their news programs and certain entertainment programs
in both English and Spanish. In addition, Nielsen estimates that cable
penetration among Hispanic Households in the Los Angeles DMA is 49%.
NEW YORK. The New York DMA has the second largest Hispanic population in
the U.S., estimated by Nielsen to be 3.1 million people at the beginning of
1999, and is the largest U.S. television market overall. The New York Hispanic
community tends to be more fragmented into groups from many different Latin
American countries, including Puerto Rico, Cuba, the Dominican Republic and
Mexico, who have settled in different neighborhoods in the DMA. This
fragmentation distinguishes the New York market from Los Angeles and Miami where
the Hispanic population is predominantly Mexican and Cuban, respectively. The
Hispanic population in New York represents 17% of that DMA's total population
and 11% of the total U.S Hispanic population.
In November 1998, Univision-WXTV was the leading Spanish-language station
with a 83% share of the audience watching Spanish-language television (7 a.m. to
1 a.m. Sunday through Saturday). While Univision-WXTV broadcasts full time in
Spanish, Telemundo-WNJU broadcasts only 15 hours per day in Spanish Monday
through Friday, and less on the weekend. The remainder of time on Telemundo-WNJU
is used for paid programming and programs in a variety of other languages.
Compared to all general market television stations in the November 1998 NSI
Report, WXTV ranked fifth in adults aged 18 to 34 ratings and ranked fourth in
adults aged 18 to 49, Sunday through Saturday, 7 a.m. to 1 a.m. A total of 14
commercial television stations service the New York DMA. According to Nielsen,
cable penetration among Hispanic Households in the New York DMA is approximately
67%.
MIAMI. The Miami DMA has the third largest Hispanic population in the U.S.,
estimated by Nielsen to be 1.3 million people as of the beginning of 1999, and
is the sixteenth largest U.S. television market overall. According to the Census
Bureau, 56% of Hispanics in Miami are of Cuban origin. The Hispanic population
in Miami represents 37% of that DMA's total population and 5% of the total U.S.
Hispanic population.
In November 1998, the Company's Miami O&O, Univision--WLTV, had an 89% share
of the audience watching Spanish-language television from 7 a.m. to 1 a.m.,
Sunday through Saturday. Compared to all general market television stations in
the November 1998 NSI Report, WLTV was in first place in adults aged 18 to 49
and adults aged 18 to 34 ratings, and adults aged 25 to 54 ratings and placed
first in households in the Miami market Sunday through Saturday, 7 a.m. to 1
a.m.. WLTV is fully competitive with all English-language stations in the Miami
DMA in all major dayparts. A total of 14 commercial television stations service
the Miami DMA. In addition to Univision--WLTV and Telemundo-WSCV, three other
television stations show some Spanish-language programming. According to
Nielsen, cable penetration among Hispanic Households in Miami is approximately
68%.
SAN FRANCISCO. The San Francisco DMA has the fourth largest Hispanic
population in the U.S. estimated by Nielsen to be 1.2 million people as of the
beginning of 1999; and is the fifth largest television market overall. According
to the U.S. Census Bureau, 68% of the Hispanics in San Francisco are of Mexican
origin. The Hispanic population of San Francisco represents 19% of the DMA's
total population and 4% of the total U.S. Hispanic population.
In November 1998 the Company's San Francisco O&O, Univision-KDTV, had an 83%
share of the audience watching Spanish-language television from 7 a.m. to 1 a.m.
Sunday through Saturday. KDTV has one Spanish-language competitor,
Telemundo-KSTS. Compared to all general market television stations in the San
Francisco DMA in the November 1998 NSI report KDTV ranked sixth among adults
aged 18-34
17
<PAGE>
and sixth in adults aged 18-49. KDTV is fully competitive with certain
English-language stations in delivering young adult demographics in the San
Francisco DMA. A total of 16 commercial television stations service the San
Francisco DMA. According to Nielsen the cable penetration among Hispanic
Households in San Francisco is approximately 66%.
CHICAGO. The Chicago DMA has the fifth largest Hispanic population in the
U.S., estimated by Nielsen to be 1.1 million people at the beginning of 1999,
and is the third largest U.S. television market overall. The Hispanic population
in Chicago represents 13% of that DMA's population and 4% of the total U.S.
Hispanic population.
In 1994, the Company acquired an English-language independent television
station, WGBO, which it converted to a Spanish-language format on January 1,
1995. In November 1998, Univision-WGBO posted an 86% share of the audience
watching Spanish-language television 7 a.m. to 1 a.m., Sunday through Saturday.
WGBO has one Spanish-language competitor, Telemundo-WSNS. Compared to all
general market television stations in the Chicago DMA in the November 1998 NSI
report, WGBO ranked sixth among adults 18-34 and seventh among adults 18-49.
WGBO is fully competitive with certain English-language stations in the delivery
of young demographics in the Chicago DMA, particularly adults aged 18 to 34. A
total of 13 television stations service the Chicago DMA. According to Nielsen,
cable penetration among Hispanic Households in Chicago is approximately 48%.
HOUSTON. Houston has the sixth largest Hispanic population in the U.S.,
estimated by Nielsen to be 1.1 million people as of the beginning of 1999, and
is the eleventh largest U.S. television market overall. The Hispanic population
in Houston represents 24% of that DMA's total population and 4% of the total
U.S. Hispanic population.
In 1994, the Company acquired its Affiliated Station, KXLN, in Houston. In
November 1998, Univision-KXLN posted a 90% share of the audience watching
Spanish-language television 7 a.m. to 1 a.m., Sunday through Saturday. KXLN has
one Spanish-language competitor, the Telemundo affiliate KTMD. Compared to all
general market television stations in the Houston DMA in the November 1998 NSI
Report, KXLN was ranked first in the delivery of adults aged 18 to 34 and second
in adults aged 18 to 49, Sunday through Saturday, 7 a.m. to 1 a.m. A total of 14
commercial television stations service the Houston DMA. According to Nielsen,
cable penetration among Hispanic Households in Houston is approximately 40%.
The Company exercises its "must carry" rights in each DMA in which it
operates a full-power O&O.
Univision's eight low-power O&Os are located in Philadelphia, Hartford,
Austin, Bakersfield, Tucson, Santa Rosa, Albuquerque and Fort Worth. A low-power
station is a low-power broadcast facility that may originate programming and
commercial matter but that often transmits programming received from elsewhere
(including via satellite). The low-power O&Os, in the aggregate, accounted for
approximately 1% of the Company's net revenues in 1998 and approximately 3.0% of
the Network broadcast distribution.
ADVERTISING
The Company's top 10 advertisers for 1998 were Procter & Gamble, AT&T,
McDonald's, Sears, MCI Communications, Anheuser Busch, General Motors, Ford
Division, Coca Cola and Johnson & Johnson, most of which have substantially
increased advertising commitments to the Company since the Acquisition. Since
1994, no single advertiser has accounted for more than 10% of the Company's
gross advertising revenues. Approximately 98.2% of Univision's gross revenues
for 1998 and approximately 98.5% for 1997 consisted of Network, national spot,
local and Galavision advertising revenues.
None of the O&Os currently receives its proportionate share of advertising
revenues commensurate with its audience share. The Company believes that the
continued utilization of reliable rating services and the addition of
salespeople with extensive general market television and advertising expertise
will further
18
<PAGE>
enable the Company to demonstrate to advertisers its ability to reach the
Hispanic audience, thereby allowing the Company to narrow the gap between its
share of advertising revenues and its audience share.
NETWORK ADVERTISING. Network advertising revenues represented 51.1% and
49.2% of the Company's gross revenues in 1998 and 1997, respectively. The
Company attracts advertising expenditures from diverse industries, with
advertising for food and beverages, personal care products, automobiles, other
household goods and telephone services representing the majority of Network
advertising.
SPOT ADVERTISING. National spot advertising represents time sold to
national and regional advertisers based outside a station's DMA. National spot
advertising revenues represented 17.6% and 18.3% of the Company's gross revenues
for 1998 and 1997, respectively. National spot advertising primarily comes from
new advertisers wishing to test a market and advertisers who are regional
retailers and manufacturers without national distribution. To a lesser degree,
national spot advertising comes from advertisers who have the need to enhance
network advertising in a given market. National spot advertising is the means by
which most new national and regional advertisers begin marketing to Hispanics.
LOCAL ADVERTISING. Local advertising revenues are generated by both local
merchants and service providers and regional and national businesses and
advertising agencies located in a particular DMA. Local advertising revenues
represented 29.5% and 31.0% of the Company's gross revenues for 1998 and 1997,
respectively.
MARKETING
The Company increased by 90% the number of its marketing professionals from
146 at December 31, 1994 to 277 at December 31, 1998, including approximately 56
employees hired in connection with the acquisition of the Chicago, Sacramento,
Houston, Bakersfield O&Os and Galavision. The Company's account executives are
divided into three groups: Network sales; national spot sales; and local sales.
The account executives responsible for Network sales target and negotiate with
accounts that advertise nationally. The national spot sales force represents
Broadcast Affiliates for all sales placed from outside their respective DMAs.
The local sales force represents an O&O for all sales placed from within its
DMA.
In addition, the Company's sales department utilizes research, including
both ratings and demographic information analyzed by the Company's research
department, to negotiate sales contracts as well as target major national
advertisers that are not purchasing advertising time or who are under-purchasing
advertising time on Spanish-language television.
The Company maintains Network and national sales offices in Atlanta,
Chicago, Dallas, Detroit, Irvine (California), Los Angeles, Miami, New York, San
Antonio and San Francisco.
COMPETITION
The broadcasting and cable business is highly competitive. Competition for
advertising revenues is based on the size of the market that the particular
medium can reach, the cost of such advertising and the effectiveness of such
medium. The Company believes that it is competitive in the size of market it
reaches and the cost and effectiveness of advertising time it sells.
The Company competes for viewers and revenues with other Spanish-language
and English-language television stations and networks, including the four
principal English-language television networks, ABC, CBS, NBC and Fox, and in
certain cities, UPN and WB. Certain of these English-language networks and
others have begun producing Spanish-language programming and simulcasting
certain programming in English and Spanish. Several cable broadcasters have
recently commenced or announced their intention to commence, Spanish-language
services as well. The Company also competes for viewers and revenues with
independent television stations, other video media, suppliers of cable
television programs, direct broadcast systems (including two which were started
in 1996 for broadcast outside the United States and in which
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Televisa and Venevision have substantial interests), newspapers, magazines,
radio and other forms of entertainment and advertising. The Univision Affiliates
located near the Mexican border also compete for viewers with television
stations operated in Mexico, many of which are affiliated with a Televisa
network and owned by Televisa.
The Company's Restated Certificate of Incorporation allows the Company to
engage in all media related business. However, neither Televisa nor Venevision
will be required to offer opportunities to the Company other than those
involving Spanish-language television broadcasting or a Spanish-language
television network in the United States. Consequently, the Company could compete
directly with Televisa and Venevision, two of its Principal Stockholders, in
other media and languages. Televisa currently publishes and distributes
Spanish-language publications and sells Spanish-language recorded music in the
United States.
Telemundo is the Company's largest competitor that broadcasts
Spanish-language television programming. As of December 31, 1998, Telemundo
served 64 markets in the United States as well as the Puerto Rican market, and
reached approximately 85% of all Hispanic Households. In most of the Company's
DMAs, the Univision Affiliate competes directly with a station owned by or
affiliated with Telemundo. In August 1998, a venture formed by Apollo Investment
Fund III L.P., Bastion Capital Fund L.P., the Sony Pictures Entertainment unit
of Sony Corp. and Liberty Media Corporation acquired Telemundo. The Company
cannot predict the effect of such acquisition on Telemundo's competitive
position vis-a-vis the Company.
Televisa has agreed with several partners, each of whom has substantial
assets, to develop and operate a DBS venture, which will have a variety of
program services, including program services supplied by Televisa. Televisa is
required to offer the Company the opportunity to acquire a 50% economic interest
in Televisa's interest in the joint venture to the extent it relates to United
States Spanish-language broadcasting. While the Company believes that it will be
offered such an interest, the Company has not received any indication as to what
the business terms relating to such interest would be. Accordingly, the Company
is not in a position to state whether it would accept such an offer. If the
venture secures a significant viewership among Hispanic Households, it could
have a material adverse effect on Univision's financial condition and results of
operations, even if Univision decides to acquire this 50% economic interest.
The rules and policies of the FCC also encourage increased competition among
different electronic communications media. As a result of rapidly developing
technology, the Company may experience increased competition from other free or
pay systems by which information and entertainment are delivered to consumers,
such as direct broadcast satellite and video dial tone services.
MATERIAL PATENTS, TRADEMARKS, LICENSES, FRANCHISES AND CONCESSIONS
In the course of its business, the Company uses various trademarks, trade
names and service marks, including its logos in its advertising and promotions.
The Company believes the strength of its trademarks, trade names and service
marks are important to its business and intends to continue to protect and
promote its marks as appropriate. The Company does not hold or depend upon any
material patent, government license, franchise or concession, except the
licenses granted by the FCC to the O&Os.
EMPLOYEES
As of December 31, 1998, the Company employed approximately 1,700 full-time
employees. At December 31, 1998, approximately 12% of the Company's employees,
located in Chicago, Los Angeles, San Francisco and New York were represented by
unions.
The collective bargaining agreements covering the union employees expire at
the Chicago O&O in 2000. The Los Angeles O&O has two collective bargaining
agreements, one expired in January 1999 and is currently being negotiated and
the other agreement expires March 31, 2000. The New York O&O has two
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collective bargaining agreements which expire May 31, and December 31, 1999 and
is currently negotiating one new collective bargaining agreement. In May 1998,
the San Francisco O&O completed negotiations on its collective bargaining
agreement which expires in May 2002.
Management believes that its relations with its non-union and union
employees, as well as with the union representatives, are good.
FEDERAL REGULATION AND NEW TECHNOLOGIES
The ownership, operation and sale of TV stations, including those licensed
to subsidiaries of the Company, are subject to the jurisdiction of the FCC under
authority granted it pursuant to the Communications Act of 1934, as amended (the
"Communications Act"). Matters subject to FCC oversight include, but are not
limited to, the assignment of frequency bands for broadcast television; the
approval of a TV station's frequency, location and operating power; the
issuance, renewal, revocation or modification of a TV station's FCC license; the
approval of changes in the ownership or control of a TV station's licensee; the
regulation of equipment used by TV stations; and the adoption and implementation
of regulations and policies concerning the ownership, operation, and employment
practices of TV stations. The FCC has the power to impose penalties, including
fines or license revocations, upon a licensee of a TV station for violations of
the FCC's rules and regulations.
PROGRAMMING AND OPERATION. The Communications Act requires broadcasters to
serve the "public interest." Since the late 1970s, the FCC gradually has relaxed
or eliminated many of the more formalized procedures it had developed to promote
the broadcast of certain types of programming responsive to the needs of a
station's community of license. However, broadcast station licensees continue to
be required to present programming that is responsive to local community
problems, needs and interests and to maintain certain records demonstrating such
responsiveness. Complaints from viewers concerning a station's programming often
will be considered by the FCC when it evaluates license renewal applications of
a licensee, although such complaints may be filed at any time and generally may
be considered by the FCC at any time. Stations also must follow various rules
promulgated under the Communications Act that regulate, among other things,
political advertising, sponsorship identifications, the advertisement of
contests and lotteries, programming directed to children, obscene and indecent
broadcasts and technical operations, including limits on radio frequency
radiation.
LICENSE RENEWAL. Under new FCC rules adopted in January 1997 to implement
the Telecom Act, television station licenses generally will be issued for an
initial period of eight years, subject to renewal upon application therefor. The
FCC will ordinarily renew broadcast licenses for the maximum eight-year term
(subject to short-term renewals in certain circumstances, such as those
involving serious violations of FCC rules by the licensee). These changes apply
to all license renewals granted after the date the new rules were adopted
(regardless of when the renewal application was filed), as well as retroactively
to licenses for which the renewal application was filed on or after October 1,
1995 if the renewal was granted prior to the date the new rules were adopted.
With respect to broadcast renewal applications filed after May 1, 1995, the
FCC adopted new rules on April 12, 1996 to implement certain statutory changes
effected by the Telecom Act. Under these new rules, no person may submit a
competing application for the frequency licensed to the renewal applicant unless
and until the FCC has determined that the incumbent is not qualified to continue
to hold the license. However, during a certain period while the renewal
application is still pending, petitions to deny the renewal application may be
filed with the FCC. In recent years, representatives of various community groups
and others often have filed petitions to deny renewal applications of broadcast
stations. The FCC will grant the renewal application and dismiss the petitions
to deny if it determines that the licensee meets statutory renewal standards
based on a review of the preceding license term.
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Set forth below are the license expiration dates of each O&O:
O&O LICENSE EXPIRATION DATES
<TABLE>
<CAPTION>
DMA STATION LICENSE EXPIRATION DATE
- ------------------------------------------------------------------------------- ---------------- ---------------
<S> <C> <C>
Albuquerque--Santa Fe.......................................................... KLUZ 10/01/98(d)
Albuquerque--Santa Fe.......................................................... K48AM(a) 10/01/06
Austin......................................................................... K30CE(a) 8/01/06(b)
Bakersfield.................................................................... KUVI 12/01/06
Bakersfield.................................................................... KABE-LP(a) 12/01/06(b)
Chicago........................................................................ WGBO 12/01/05
Dallas/Fort Worth.............................................................. KUVN 8/01/06
Dallas/Fort Worth.............................................................. KUVN-LP(a) 8/01/06
Fresno--Visalia................................................................ KFTV 12/01/06
Hartford & New Haven........................................................... W47AD(a) 4/01/99(b)(d)
Houston........................................................................ KXLN 8/01/06
Los Angeles.................................................................... KMEX 12/01/06
Miami--Fort Lauderdale......................................................... WLTV 2/01/05
New York....................................................................... WXTV 6/01/99(d)
Philadelphia................................................................... WXTV-LP(a) 8/01/99(c)
Phoenix........................................................................ KTVW 10/01/06
Sacramento--Stockton--Modesto.................................................. KUVS 12/01/06
San Antonio.................................................................... KWEX 8/01/06
San Francisco--Oakland--San Jose............................................... KDTV-LP(a) 12/01/06(b)
San Francisco--Oakland--San Jose............................................... KDTV 12/01/06
Tucson (Nogales)............................................................... KUVE-LP(a) 10/18/98(b)
</TABLE>
- ------------------------
(a) Low-power O&O.
(b) This station is subject to displacement from its channel upon the
commencement of operations of a digital broadcast station. An application
has been filed for permanent authority to operate on an alternate channel;
however, one or more other parties have filed similar applications which
conflict with the station's displacement application. This matter is
pending.
(c) The Philadelphia station has been displaced from its channel by the
commencement of operations of a digital broadcast station and is operating
on Channel 28 pursuant to a special temporary authorization.
(d) Renewal applications are pending.
In each case, renewal applications must be filed with the FCC at least four
months before the expiration date of the license, and any petitions to deny must
be filed at least one month prior to the expiration date. The FCC usually does
not act on renewal applications until after the expiration date, and in the
interim, the licenses remain in effect. The Company is not aware of any reason
why any of its license renewal applications timely filed with the FCC would not
be granted.
OWNERSHIP RESTRICTIONS. The Communications Act prohibits the assignment of
a broadcast license or the transfer of control of a broadcast license without
prior FCC approval. The Communications Act also generally prohibits a licensee
from having more than 20% of its capital stock owned or voted by foreign
nationals (including entities organized under the laws of a foreign country),
foreign governments, or the representatives of either (each a "Foreign
Interest"). A licensee may not be organized under the laws of a foreign country.
Any company that directly or indirectly controls a broadcast licensee may not
have more than 25% of its capital stock owned or voted by Foreign Interests if
the FCC finds that the public interest
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will be served by the refusal or revocation of such license. The FCC has
interpreted this provision to require an affirmative public interest finding
before a broadcast license may be granted to or held by any such licensee that
is controlled by a company whose foreign-held capital stock exceeds such 25%
benchmark. The FCC has rarely made such an affirmative finding. The FCC has
issued interpretations of existing law under which these restrictions in
modified form apply to other forms of business organizations, including
partnerships. As presently organized, the Company complies with the FCC's
foreign ownership restrictions. In particular, the Company's Restated
Certificate of Incorporation contains provisions that permit the Company to
redeem any shares of capital stock, other than Class T and Class V Common Stock,
owned by Foreign Interests and to take other actions necessary to ensure its
compliance with the foreign ownership restrictions of the Communications Act and
related FCC rules.
The FCC's "multiple ownership" rules generally provide that a license for a
television station will not be granted if the applicant (or a party with an
"attributable interest" in the applicant) owns, or has an "attributable
interest" in, another station of the same type which covers a similar service
area. As directed by the Telecom Act, the FCC is conducting various rulemaking
proceedings to determine whether to change its attribution rules and whether to
retain, modify, or eliminate its limitations on the number of television
stations that a person or entity may own, operate, or control, or have an
"attributable interest" in, within the same television market. Under its duopoly
regulations, the FCC prohibits ownership interests in television stations with
overlapping signals of specified strengths. In November 1996, the FCC proposed
to relax this prohibition to permit, under certain conditions, common ownership
of television stations with greater signal overlap. The FCC is implementing the
proposed standard on an interim, conditional basis pending the outcome of the
rulemaking proceedings. Among the options being considered are proposals to
increase the signal strength permitted before a prohibited overlap occurs, to
permit a single entity to own two UHF television stations in the same television
market, and to permit a single entity to own one UHF and one VHF television
station in the same market. Substantially all Univision Affiliates operate in
the UHF band. Whether, or when, the FCC will adopt such changes in its
regulations is unknown.
The FCC has conformed its national television station multiple ownership
rules with the Telecom Act. Specifically, a single entity may hold "attributable
interests" in an unlimited number of U.S. television stations provided that
those stations operate in markets containing cumulatively no more than 35% of
the television homes in the U.S. For this purpose, only 50% of the television
households in a market are counted towards the 35% national restriction if the
owned station is a UHF station (as are the O&Os). An FCC rulemaking is under way
to address how to measure audience reach, including whether to alter the "UHF
discount," as part of the FCC's biennial review of the broadcast rules mandated
by the Telecom Act. None of the Principal Stockholders presently holds
attributable interests in any other U.S. television stations.
The FCC's rules provide that, with certain exceptions, the power to vote or
control the vote of 5% or more of the outstanding voting power of a licensee is
the test for determining whether an entity has an "attributable interest" in a
licensee's stations for purposes of the multiple ownership rules. However, the
FCC's rules permit certain passive institutional investors (i.e., qualifying
investment companies, insurance companies or bank trust departments) to vote or
control the vote of up to 10% of the outstanding voting power of a broadcast
company before they will be deemed to have an "attributable interest." In March
1992, the FCC initiated a proceeding to consider, inter alia, proposals (i) to
increase the general "attributable interest" threshold to 10% of the outstanding
voting power of a broadcast licensee and (ii) to increase the threshold for
certain passive institutional investors to 20%. The FCC has taken no final
action in that proceeding.
The FCC has conformed its "dual network rule" with the Telecom Act. Under
this new rule, a broadcast licensee may affiliate with an entity that maintains
two or more networks of television broadcast stations unless such multiple
networks are composed of (i) two or more network entities meeting a specific
definition of a network as of February 8, 1996, or (ii) a network meeting such
definition and certain other English-language program distribution services. The
Network does not fall into either category.
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The Telecom Act also modified the general prohibitions on network-cable
cross-ownership so as to permit television networks to own cable systems.
The statutory prohibition against television station/cable system
cross-ownership is repealed in the Telecom Act, but the FCC's parallel
cross-ownership rule remains in place. The television station/daily newspaper
cross-ownership prohibition in the FCC rules was not repealed by the Telecom
Act. The FCC, however, is conducting a proceeding regarding waivers of that
restriction.
FCC rules also preclude the grant of applications for station acquisitions
that would result in the creation of new radio-television combinations in the
same market under common ownership, or the sale of such a combination to a
single party, subject to the availability of a waiver. Under FCC policy, waiver
applications that involve radio-television station combinations in the top 50 TV
markets where there would be at least 30 separately owned, operated and
controlled broadcast licensees after the proposed combination will generally be
favorably received. At present, the FCC imposes no limits on the number of radio
stations that may be directly or indirectly owned nationally by a single entity.
In addition, under its "cross-interest" policy, the FCC considers certain
"meaningful" relationships among competing media outlets in the same market,
even if the ownership rules do not specifically prohibit the relationship. Under
this policy, the FCC may consider significant nonattributable equity or debt
interests in a media outlet combined with an attributable interest in another
media outlet in the same market, joint ventures, and common key employees among
competitors. The cross-interest policy does not necessarily prohibit all of
these interests, but requires that the FCC consider whether, in a particular
market, the "meaningful" relationships between competitors could have a
significant adverse effect upon economic competition and program diversity.
A number of television stations have entered into local marketing agreements
("LMAs"). While these agreements may take varying forms, pursuant to a typical
LMA, separately owned and licensed television stations agree to enter into
cooperative arrangements of varying sorts, subject to compliance with the
requirements of antitrust laws and with the FCC's rules and policies. Under
these types of arrangements, separately owned stations agree to function
cooperatively in terms of programming, advertising sales, etc., subject to the
requirement that the licensee of each station maintain independent control over
the programming and operations of its own station. One typical type of LMA is a
programming agreement between two separately owned television stations serving a
common service area, whereby the licensee of one station programs substantial
portions of the broadcast day on the other licensee's station, subject to
ultimate editorial and other controls being exercised by the latter licensee,
and sells advertising time during such program segments. At present, FCC rules
permit television station LMAs, and the licensee of a television station
brokering time on another television station is not considered to have an
attributable interest in the brokered station. However, in connection with its
ongoing rulemaking proceeding regarding the television duopoly rule, the FCC has
proposed to adopt rules providing that the licensee of a television station
which brokers more than 15% of the time on another television station serving
the same market would be deemed to have an attributable interest in the brokered
station for purposes of the national and local multiple ownership rules.
Some television stations have entered into cooperative arrangements commonly
known as joint sales agreements ("JSAs"). While these agreements may take
varying forms, under the typical JSA, a station licensee obtains, for a fee, the
right to sell substantially all of the commercial advertising on a separately-
owned and licensed station in the same market. The typical JSA also customarily
involves the provision by the selling licensee of certain sales, accounting, and
"back office" services to the station whose advertising is being sold. The
typical JSA is distinct from an LMA in that a JSA (unlike an LMA) normally does
not involve programming. The FCC has determined that issues of joint advertising
sales should be left to enforcement by antitrust authorities, and therefore does
not generally regulate joint sales practices between stations. Currently,
stations for which a licensee sells time under a JSA are not deemed by the FCC
to be attributable interests of that licensee. However, in connection with its
ongoing rulemaking
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<PAGE>
proceeding concerning the attribution rules, the FCC is considering whether JSAs
should be considered attributable interests or within the scope of the FCC's
cross-interest policy, particularly when JSAs contain provisions for the supply
of programming services and/or other elements typically associated with LMAs.
NETWORK AFFILIATE ISSUES. Several FCC rules impose restrictions on network
affiliation agreements. Among other things, those rules prohibit a television
station from entering into any affiliation agreements that (i) require the
station to clear time for network programming that the station had previously
scheduled for other use, (ii) preclude the preemption of any network programs
that the station believes are unsuitable for its audience, or (iii) preclude the
station from substituting for network programming a program that it believes is
of greater local or national importance.
In addition, the FCC is currently reviewing several of its rules governing
the relationship between broadcast television networks and their affiliates.
Specifically, the FCC is reviewing the following four rules: (i) the "right to
reject rule," which provides that affiliation arrangements between a broadcast
network and a broadcast licensee generally must permit the licensee to reject
programming provided by the network, (ii) the "time option rule," which
prohibits arrangements whereby a network reserves an option to use specified
amounts of an affiliate's broadcast time, (iii) the "exclusive affiliation
rule," which prohibits arrangements that forbid an affiliate from broadcasting
the programming of another network, and (iv) the "network territorial
exclusivity rule," which proscribes arrangements whereby a network affiliate may
prevent other stations in its community from broadcasting programming the
affiliate rejects, and arrangements that inhibit the ability of stations outside
of the affiliate's community to broadcast network programming.
The FCC's so-called "spot sale rule" prohibits a network from representing
its affiliates in the sale of non-network advertising time unless such
affiliates are owned by or under common control with the network. In late 1990,
the FCC granted a permanent waiver to the Company's predecessor permitting non-
owned and operated affiliates of the Network to be represented by the Network in
the spot sales market. In 1992, as part of its approval of the Acquisition, the
FCC granted the Company's request to extend the permanent waiver of the spot
sale rule so as to permit the Network to continue to act as a national sales
representative for each Univision Affiliate. Beginning in 1998, the national
spot sales team was transferred to Univision Television Group, Inc.
OTHER MATTERS. Effective January 1, 1990, the FCC reimposed syndicated
exclusivity rules and expanded the existing network non-duplication rules. The
syndicated exclusivity rules allow local broadcast stations to require that
cable television operators black out certain syndicated, non-network programming
carried on "distant signals" (i.e., signals of broadcast stations, including
so-called superstations, that serve areas substantially removed from the local
community). Under certain circumstances, the network non-duplication rule allows
local broadcast network affiliates to require that cable television operators
black out duplicative network broadcast programming carried on more distant
signals.
The FCC has adopted regulations effectively requiring television stations to
broadcast a minimum of three hours per week of programming designed to meet
specifically identifiable educational and informational needs, and interests, of
children. The FCC has also placed limits upon the amount of commercialization
during, and adjacent to, television programming intended for an audience of
children ages 12 and under. Present FCC regulations require that each television
station licensee appoint a liaison responsible for children's programming.
Information regarding children's programming and commercialization during such
programming is required to be compiled quarterly and made available to the
public. This programming information is also required to be filed with the FCC
annually.
The 1992 Cable Act requires television broadcasters to make an election to
exercise either "must-carry" or "retransmission consent" rights in connection
with the carriage of television stations by cable television systems in the
station's local market. If a broadcaster chooses to exercise its must-carry
rights, it may demand carriage on certain channels on cable systems within its
market, which, in some circumstances, may be denied. Must-carry rights are not
absolute, and their exercise is dependent on variables
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such as the number of activated channels on and the location and size of the
cable system and the amount of duplicative programming on a broadcast station.
If a broadcaster chooses to exercise its retransmission consent rights, it may
prohibit cable systems from carrying its signal, or permit carriage under a
negotiated compensation arrangement.
ADVANCED TELEVISION TECHNOLOGY. At present, U.S. television stations
broadcast signals using the "NTSC" system, named for the National Television
Systems Committee, an industry group established in 1940 to develop the first
U.S. television technical broadcast standards. The FCC in late 1996 approved a
digital television ("DTV") technical standard to be used by television
broadcasters, television set manufacturers, the computer industry and the motion
picture industry. This digital television standard will allow the simultaneous
transmission of multiple streams of digital data on the bandwidth presently used
by a normal analog channel. It will be possible to broadcast one "high
definition" channel ("HDTV") with visual and sound quality superior to
present-day television or several "standard definition" channels ("SDTV") with
digital sound and pictures of a quality slightly better than present television;
to provide interactive data services, including visual or audio transmission, or
multiple channels simultaneously; or to provide some combination of these
possibilities on the multiple channels allowed by DTV. The FCC has already
allocated to most existing television broadcasters one additional channel to be
used for DTV during the transition between present-day analog television and
DTV. Broadcasters will not be required to pay for this new DTV channel, but will
be required to relinquish one of their channels when the transition to DTV is
complete.
The FCC presently plans for the DTV transition period to end by 2006; at
that time, broadcasters will be required to return their present channels to the
FCC. The FCC has already begun issuing construction permits to build DTV
stations. The FCC has recently issued regulations with respect to DTV
allocations and interference criteria. Other aspects of the DTV regulatory
framework have not yet been established. The FCC is expected to apply to DTV the
rules applicable to analogous services in other contexts, including those rules
that require broadcasters to serve the public interest and may seek to impose
additional programming or other requirements on DTV service. While broadcasters
will not have to pay for the additional DTV channel itself, the FCC has voted to
impose fees upon broadcasters if they choose to use the DTV channel to provide
paid subscription services to the public. Neither the Telecom Act nor the
Supreme Court decision upholding the "must carry" statute resolves the
applicability of the "must carry" rules to DTV; the FCC recently began a
proceeding on this issue.
Under certain circumstances, conversion to DTV operations may reduce a
station's geographical coverage area. In addition, the FCC's current
implementation plan would maintain the secondary status of low-power stations in
connection with its allotment of DTV channels. The FCC has acknowledged that DTV
channel allotment may involve displacement of existing low-power stations,
particularly in major television markets. Accordingly, the Company's low-power
Broadcast Affiliates may be materially adversely affected. The Company has
already filed displacement applications seeking new channel allotments for seven
of its low-power stations, which will be at least partially displaced by DTV
channels. Some of these applications face mutually exclusive applications from
other applicants, and there is no assurance that any of these applications will
be granted by the FCC.
In addition, it is not yet clear when and to what extent DTV or other
digital technology will become available through the various media; whether and
how television broadcast stations will be able to avail themselves of or profit
by the transition to DTV; the extent of any potential interference with analog
channels; whether viewing audiences will make choices among services upon the
basis of such differences; whether and how quickly the viewing public will
embrace the cost of the new digital television sets and monitors; or to what
extent the DTV standard will be compatible with the digital standards adopted by
cable and other multi-channel video programming services. Pursuant to the
Telecom Act, the FCC must conduct a ten-year evaluation regarding public
interest in advanced television, alternative uses for the spectrum, and
reduction of the amount of spectrum each licensee utilizes. Many segments of the
industry
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are also intensely studying these advanced technologies. There can be no
assurances as to the answers to these questions or the nature of future FCC
regulation.
DIRECT BROADCAST SATELLITE SYSTEMS. There are currently in operation
several DBS systems that serve the United States, and it is anticipated that
additional systems will become operational over the next several years.
Furthermore, several Spanish-language DBS systems are underway to serve various
parts of Latin America and some of such systems are expected to have signals
which will spill over into the southern U.S. or in certain cases, cover most or
all of the continental United States. DBS systems provide programming on a
subscription basis to those who have purchased and installed a satellite signal
receiving dish and associated decoder equipment. DBS systems claim to provide
visual picture quality comparable to that found in movie theaters and aural
quality comparable to digital audio compact discs. DBS systems do not, except in
certain instances, provide the signals of traditional over-the-air broadcast
stations, and thus are generally restricted to providing the programming of
premium services such as HBO and other traditionally cable-oriented satellite
programming services. In the future, competition from DBS systems could have a
material adverse effect on the financial condition and results of operations of
the Company.
RECENT DEVELOPMENTS, PROPOSED LEGISLATION AND REGULATION. In November 1998,
the FCC released the text of a NOTICE OF PROPOSED RULEMAKING which seeks to
fashion a new equal employment opportunities ("EEO") rule. The FCC's former EEO
rule as it relates to affirmative action was ruled unconstitutional in 1998 by
the U.S. Court of Appeals for the District of Columbia Circuit in LUTHERAN
CHURCH--MISSOURI SYNOD v. FCC. Essentially, the FCC's NOTICE seeks to create an
"outreach efforts" rule. The NOTICE, among other things, seeks comment on
whether broadcasters and cable television system operators should be required to
use a minimum number of recruiting sources on both a nationwide and local level
when filling job vacancies, and, if so, what that minimum number should be. The
proposed EEO rule specifically states that broadcasters are not required to
consider race or gender in making hiring decisions. In addition, under the
proposed rule, the FCC will no longer compare a broadcast station's workforce to
the labor force in its community, nor will it require licensees to engage in
such comparisons. This EEO proceeding is currently pending before the FCC.
The FCC has promulgated a number of regulations prohibiting, with certain
exceptions, advertising relating to lotteries and casinos. The U.S. Court of
Appeals for the Ninth Circuit recently ruled that the limits on casino
advertising are unconstitutional and therefore invalid. The U.S. Supreme Court
has declined to review that decision. As a result, the FCC has suspended
enforcement of the casino advertising rule in the Ninth Circuit, which includes
Washington, Oregon and Montana.
The advertising of cigarettes on broadcast stations has been banned for many
years. The broadcast advertising of smokeless tobacco products has more recently
been banned by Congress.
In late 1998, on reconsideration of its decision earlier that year regarding
requirements for closed captioning of video programming, the FCC adopted rules
requiring that 100% of all new English-language video programming be closed
captioned by January 2006, and all new Spanish-language programming be closed
captioned by January 2010. The FCC was required to develop closed captioning
rules by the Telecom Act. English and Spanish language programming first
exhibited prior to January 1, 1998, is subject to different compliance
schedules. In all cases, the FCC's new rules require programming distributors to
continue to provide captioning at substantially the same level as the average
level of captioning that they provided during the first six months of 1997, even
if that amount exceeds the benchmarks applicable under the new rules. Certain
station and programming categories are exempt from the closed captioning rules,
including stations or programming for which the captioning requirement has been
waived by the FCC after a showing of undue burden has been made.
The Telecom Act requires that any newly manufactured television set with a
picture screen of 13 inches or greater be equipped with a feature designed to
enable viewers to block all programs with a certain violence rating (the
"v-chip"). In an Order adopted March 12, 1998, the FCC required that at least
one-half of all television receiver models with screen sizes 13 inches or
greater produced after July 1, 1999
27
<PAGE>
have the v-chip technology installed, and that all such television receivers
have v-chips by January 1, 2000. The television industry has adopted, effective
January 1, 1997, and subsequently revised, August 1, 1997, a voluntarily rating
scheme regarding violence and sexual content contained in television programs.
The March 12, 1998 order found that the industry scheme meets the standards of
the Telecom Act. The Company cannot predict whether the v-chip and a ratings
system will have any significant effect on the operations of its business.
The Satellite Home Viewer Act ("SHVA") permits satellite carriers and direct
broadcast satellite carriers to provide to certain satellite dish subscribers a
package of network affiliated stations as part of their service offering. This
service is not intended to be offered to subscribers who are capable of
receiving their local affiliates off the air through the use of conventional
rooftop antennas or who have received network affiliated stations by cable
within the past 90 days. Furthermore, the package of affiliate stations is
intended to be offered only for private home viewing, and not to commercial
establishments. The purpose of the SHVA is to facilitate the ability of viewers
in so-called "white areas" to receive broadcast network programming when they
are unable to receive such programming from a local affiliate, while protecting
local affiliates from having the programming of their network imported into
their market by satellite carriers. Satellite carriers, however, reportedly have
been offering program packages that include the package of network affiliates to
large numbers of subscribers residing in the markets of local affiliates. The
Courts, the Congress and the FCC have been asked to review the SHVA and the
practices of satellite carriers thereunder. The Company cannot predict what
changes, if any, to the SHVA or the practices of satellite carriers thereunder
may occur as a result. Nor can the Company predict whether the SHVA will be
reauthorized upon its expiration.
Under certain circumstances, broadcast stations currently are required to
provide political candidates with discounted air time in the form of lowest unit
rates. A number of changes have been proposed before Congress to mandate public
service obligations on broadcast stations such as the provision of free or
discounted air time for political candidates. The Company is unable to predict
the outcome of this debate regarding political advertising and campaign finance
reform.
Congress and the FCC currently have under consideration, and may in the
future adopt, new laws, regulations and policies regarding a wide variety of
matters that could affect, directly or indirectly, the operation and ownership
of the Company's broadcast properties. In addition to the changes and proposed
changes noted above, such matters include, for example, spectrum use fees,
political advertising rates and potential restrictions on the advertising of
certain products (for example, hard liquor, beer and wine). Other matters that
could affect the Company's broadcast properties include assignment by the FCC of
channels for additional broadcast stations or wireless cable systems, as well as
technological innovations and developments generally affecting competition in
the mass communications industry.
The foregoing does not purport to be a complete summary of all the
provisions of the Communications Act, or the Telecom Act, or of the regulations
and policies of the FCC thereunder. Proposals for additional or revised
regulations and requirements are pending before and are being considered by
Congress and federal regulatory agencies from time to time. Management is unable
at this time to predict the outcome of any of the pending FCC rulemaking
proceedings referenced above, the outcome of any reconsideration or appellate
proceedings concerning any changes in FCC rules or policies noted above, the
possible outcome of any proposed or pending Congressional legislation, or the
impact of any of those changes on Univision's broadcast operations.
28
<PAGE>
ITEM 2. PROPERTIES
The principal buildings owned or leased by the Company are described below:
PRINCIPAL UNIVISION PROPERTIES (1)
<TABLE>
<CAPTION>
AGGREGATE
SIZE OF
PROPERTY OWNED LEASE
IN SQUARE FEET OR EXPIRATION
LOCATION (APPROXIMATE) LEASED DATE
- ------------------------------------------ --------------- ------------------- ------------
<S> <C> <C> <C>
Miami, FL................................. 174,037 Owned/Leased(2 ) 12/31/00(3)
Los Angeles, CA........................... 59,036 Leased 9/30/02(3)
Teaneck, NJ............................... 47,617 Leased 7/31/12(3)
New York, NY.............................. 44,805 Leased 6/30/10(3)
Chicago, IL............................... 24,575 Leased 1/31/09(3)
</TABLE>
- ------------------------
(1) For additional information see Note 6 to consolidated financial statements.
(2) Represents two separate properties, of which 131,689 square feet are owned.
(3) Option to renew available.
The Company owns or leases remote antenna space and microwave transmitter
space near each of the O&Os. Additionally, the Company leases space in public
warehouses and storage facilities, as needed, near some of the O&Os.
The Miami facility houses Network administration, operations (including the
Network's uplink facility), sales, production, news, Galavision operations and
WLTV, the Miami station. The Company broadcasts its programs to the Univision
Affiliates on three separate satellites from four transponders, one of which is
owned and three of which are leased pursuant to two lease agreements that expire
in 2011.
The Company believes that its principal properties, whether owned or leased,
are suitable and adequate for the purposes for which they are used and are
suitably maintained for such purposes. Except for the inability to renew any
leases of property on which antenna towers stand or under which the Company
leases transponders (neither of which are known risks), the inability to renew
any lease would not have a material adverse effect on the Company's financial
condition or results of operations since the Company believes alternative space
on reasonable terms is available in each city.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in certain litigation arising in the ordinary course
of business. Management has accrued amounts it believes are reasonable and any
amounts in excess of those accruals, either alone or in the aggregate, would not
be material to the Company. See Note 8 to Notes to Consolidated Financial
Statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS
The executive officers of the Company serve at the discretion of its Board
of Directors subject to certain employment agreements. Messrs. Cisneros, Blank
and Rodriguez have employment agreements with the Company.
29
<PAGE>
The executive officers of the Company as of December 31, 1998 are as
follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------- --- --------------------------------------------------------------
<S> <C> <C>
A. Jerrold Perenchio............. 68 Chairman of the Board and Chief Executive Officer
Henry Cisneros................... 51 President and Chief Operating Officer
George W. Blank.................. 47 Executive Vice President and Chief Financial Officer
Robert V. Cahill................. 67 Vice President and Secretary
Ray Rodriguez.................... 47 President and Chief Operating Officer of the Network
</TABLE>
- ------------------------
Mr. A. Jerrold Perenchio has been the Chairman of the Board and Chief
Executive Officer of the Company since the Acquisition in 1992. From December
1992 through January 1997 he was also the Company's President. Mr. Perenchio has
owned and been active in Chartwell Partners LLC since it was formed in 1983.
Chartwell Partners LLC is an investment firm that is active in the media and
communications industry. Mr. Perenchio has over 25 years of experience in the
U.S. media and communications industry. During his career, Mr. Perenchio has
been the chief executive officer of a number of successful entities involved in
the production and syndication of television programming, and from 1975 to 1986
owned and operated Spanish-language television stations in Los Angeles and New
York. A. Jerrold Perenchio is John G. Perenchio's father.
Mr. Henry Cisneros has been Univision's President and Chief Operating
Officer since January 1997. From January 1993 through January 1997, Mr. Cisneros
was the Secretary of the U.S. Department of Housing and Urban Development. As a
member of the President's Cabinet, Secretary Cisneros was assigned America's
housing and community development portfolio. Before joining the cabinet, he was
Chairman of Cisneros Asset Management Company, a fixed income money management
firm operating nationally. In 1981, Mr. Cisneros became the first Hispanic mayor
of a major U.S. city when he was elected Mayor of San Antonio, the nation's 10th
largest city, where he served four terms until 1989. Mr. Cisneros has served as
President of the National League of Cities, Chairman of the National Civic
League, Deputy Chair of the Federal Reserve Bank of Dallas, and as a board
member of the Rockefeller Foundation. After an investigation by an Independent
Counsel, Mr. Cisneros was accused in a federal indictment in December 1997 of
violating certain federal statutes. Mr. Cisneros is accused of making false
statements, obstructing justice, and conspiring to mislead in connection with
his appointment as Secretary of the U.S. Department of Housing and Urban
Development. Mr. Cisneros was arraigned on January 8, 1998 and pled not guilty.
Mr. Cisneros has informed the Company that he will defend himself vigorously.
Henry Cisneros is not related to Gustavo Cisneros.
Since the Acquisition in 1992, Mr. Blank has been Executive Vice President
and Chief Financial Officer of UTG and, since 1995, Chief Financial Officer of
the Network. Mr. Blank joined Hallmark Cards Incorporated in March 1987 as a
consultant. In September 1987, he became Vice President, Finance and Chief
Financial Officer of Univision Holdings, Inc., the Company's predecessor
("UHI").
Mr. Cahill has been the Secretary and a Vice President of the Company since
the Acquisition in 1992. Mr. Cahill has been Executive Vice President and
General Counsel of Chartwell Partners, an affiliate of Perenchio, since 1985.
While at Chartwell Partners, he has also been the Vice President of various
other corporations and partnerships affiliated with Perenchio that, among other
things, engage in businesses in the media and communications industry. Mr.
Cahill has been an associate of Mr. Perenchio for over 25 years.
Mr. Rodriguez has been President and Chief Operating Officer of the Network
since December 1992. In August 1990 Mr. Rodriguez joined the Network's
predecessor as Vice President and Director of Talent Relations. In September
1991, he became Senior Vice President and Operating Manager of the Network. In
May 1992, Mr. Rodriguez became President and Chief Executive Officer of UHI.
Prior to joining UHI, he owned and operated a management consulting and
production company that produced Spanish language television programs. From 1983
to 1989, he was Julio Iglesias' manager and Chief Executive Officer of that
performer's organization.
30
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(A) MARKET INFORMATION
The Company's Class A Common Stock is listed on the New York Stock Exchange
and is traded under the symbol "UVN". The Company began trade of its Class A
Common Stock on the New York Stock Exchange on September 27, 1996.
The table below lists the high and low sales prices for the Class A Common
Stock as reported on the New York Stock Exchange for each full quarterly period
within the two most recent fiscal years.
<TABLE>
<CAPTION>
PRICE RANGE
--------------------
<S> <C> <C>
HIGH LOW
--------- ---------
1997
$18
First Quarter.............................................................................. 11/16 $15 7/8
$19
Second Quarter............................................................................. 13/16 $16 1/4
Third Quarter.............................................................................. $29 1/2 $19 3/8
$35
Fourth Quarter............................................................................. 11/16 $25 3/4
1998
First Quarter.............................................................................. $42 $34
$39
Second Quarter............................................................................. 13/16 $30 3/8
Third Quarter.............................................................................. $39 3/4 $26
Fourth Quarter............................................................................. $36 3/8 $21 1/16
</TABLE>
(B) HOLDERS
At January 29, 1999, the approximate number of stockholders of record of the
Company's Class A Common Stock was 119.
(C) CASH DIVIDENDS
No cash Common Stock dividends were distributed during 1998 by the Company.
The Company has never declared or paid dividends on its Common Stock. The New
Bank Facility restricts the payment of cash dividends on the Common Stock. In
addition to any other approval required by law, the approval of a majority of
the Class T Directors and a majority of the Class V Directors elected by
Televisa and Venevision, the holders of Class T and Class V Common Stock,
respectively, is required for the Company to pay any dividends on the Common
Stock. Since dividends are not payable on the warrants held by each of Televisa
and Venevision, such approval is unlikely so long as such warrants are held by
Televisa and Venevision. The Company currently intends to retain any earnings
for use in its business and does not anticipate paying any cash dividends on its
Common Stock in the foreseeable future. Future dividend policy will depend on
the Company's earnings, capital requirements, financial condition and other
factors considered relevant by the Board of Directors.
31
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
Presented below is the selected historical financial data of Univision
Communications Inc.:
FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT FOR SHARE AND PER-SHARE DATA)
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
----------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA (FOR THE YEARS ENDED
DECEMBER 31):
Net revenues.................................... $ 577,053 $ 459,741 $ 244,858 $ 173,108 $ 139,007
Direct operating expenses....................... 220,918 159,619 58,443 30,774 24,201
Selling, general and administrative expenses.... 160,543 137,070 79,818 64,973 49,223
Depreciation and amortization................... 64,438 58,640 39,516 33,506 31,719
----------- ----------- ----------- --------- ---------
Operating income................................ 131,154 104,412 67,081 43,855 33,864
Interest expense................................ 35,830 40,147 41,691 40,222 37,246
Amortization of deferred financing costs........ 1,677 1,630 2,934 3,925 5,419
Special bonus award............................. 42,608 -- -- -- --
Equity loss in unconsolidated affiliate......... 764 -- -- -- --
Non-recurring expense (reversal) of acquired
station....................................... -- (1,059) -- 1,750 --
Minority interest in net (income) loss of
consolidated subsidiary....................... -- -- (1,851) 7,346 (1,202)
----------- ----------- ----------- --------- ---------
Income (loss) before taxes and extraordinary
loss on extinguishment of debt................ 50,275 63,694 24,307 (9,388) (7,599)
Provision (benefit) for income taxes............ 40,348 (19,465) 5,714 -- 140
----------- ----------- ----------- --------- ---------
Income (loss) before extraordinary loss on
extinguishment of debt........................ 9,927 83,159 18,593 (9,388) (7,739)
Extraordinary loss on extinguishment of debt
(net of tax benefit of $5,485 in 1996)........ -- -- (8,228) (801) (4,321)
----------- ----------- ----------- --------- ---------
Net income (loss)............................... 9,927 83,159 10,365 (10,189) (12,060)
Preferred stock dividends....................... (606) (561) -- -- --
----------- ----------- ----------- --------- ---------
Net income (loss) applicable to common
stockholders.................................. $ 9,321 $ 82,598 $ 10,365 $ (10,189) $ (12,060)
----------- ----------- ----------- --------- ---------
----------- ----------- ----------- --------- ---------
EARNINGS PER SHARE AVAILABLE TO COMMON
STOCKHOLDERS (A)
Basic Earnings Per Share
Income (loss) before extraordinary loss..... $ 0.11 $ 0.97 $ 0.22 $ (2.06) $ (1.70)
Net income (loss)........................... $ 0.11 $ 0.97 $ 0.12 $ (2.24) $ (2.65)
Weighted average common shares
outstanding............................... 86,640,888 85,238,518 85,224,360 4,560,210 4,560,210
Diluted Earnings Per Share
Income (loss) before extraordinary loss..... $ 0.09 $ 0.71 $ 0.16 $ (2.06) $ (1.70)
Net income (loss)........................... $ 0.09 $ 0.71 $ 0.09 $ (2.24) $ (2.65)
Weighted average common shares
outstanding............................... 116,209,052 116,345,337 115,589,660 4,560,210 4,560,210
OTHER DATA
Broadcast cash flow............................. $ 208,377 $ 174,278 $ 114,495 $ 83,413 $ 69,274
EBITDA.......................................... 195,592 163,052 106,597 77,361 65,583
BALANCE SHEET DATA (AT END OF YEAR)
Current assets.................................. $ 153,991 $ 138,754 $ 111,790 $ 55,023 $ 42,629
Total assets.................................... 938,329 967,755 884,367 545,902 565,856
Current liabilities............................. 152,891 144,029 120,350 131,264 127,550
Long-term debt.................................. 377,435 460,830 498,137 249,840 316,661
Related party debt.............................. -- -- -- 112,381 70,722
Sponsor Loans................................... -- -- -- 108,361 60,482
Minority interest............................... -- -- -- 19,059 11,713
Stockholders' equity (deficit).................. 394,648 346,229 262,207 (77,057) (29,171)
</TABLE>
- ------------------------------
(a) All common share and per-common-share amounts have been adjusted
retroactively for a two-for-one common stock split effective January 12,
1998.
32
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
FORM 10-K
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following Management's Discussion and Analysis should be read in
conjunction with the Consolidated Financial Statements and the Notes to
Consolidated Financial Statements. In particular, Note 1 (ORGANIZATION AND
ACQUISITION) to the Consolidated Financial Statements explains the acquisition
of the Network on October 2, 1996, and presents the 1996 results of operations
of the Company (Univision Communications Inc. and its subsidiaries) on a pro
forma basis, as if the 1996 acquisition of the Network and related
Reorganization had occurred as of January 1, 1996.
RESULTS OF OPERATIONS
For the twelve months ended December 31, 1998 and 1997, and from October 3,
1996, to December 31, 1996, the Company's results include the operations of the
Network, and as a result, revenues, expenses and other items include the Network
for these periods. Consequently, significant variances exist when the results
for 1997 are compared to 1996. Accordingly, management's discussion and analysis
of results of operations for this period has been presented on a historical
basis and, in addition, on a pro forma basis as described above. Furthermore,
results of operations for 1996 include the pro forma impact of adjustments for
interest expense, amortization of Network goodwill and acquisition-related
financing costs, and related income tax benefits. The pro forma 1996 results of
operations are not necessarily indicative of what would have occurred if the
Network acquisition had taken place on January 1, 1996.
As a result of the Reorganization, the Company's major assets are its
investments in the Univision Television Group ("UTG") and the Network, from
which substantially all of its revenues are derived. UTG's net revenues are
derived from the owned-and-operated stations (the "O&Os") and include gross
advertising revenues generated from the sale of national and local spot
advertising time, net of agency commissions. The Network's net revenues include
gross advertising revenues generated from the sale of Network advertising, net
of agency commissions and station compensation to the Affiliated Stations as
well as subscriber fees. Also included in net revenues are Galavision's gross
advertising revenues, net of agency commissions, its subscriber fee revenues and
miscellaneous revenues.
Direct operating expenses consist of programming, news and general operating
costs.
YEAR ENDED DECEMBER 31, 1998 ("1998"), COMPARED TO YEAR ENDED DECEMBER 31, 1997
("1997")
REVENUES. Net revenues increased to $577,053,000 in 1998 from $459,741,000
in 1997, an increase of $117,312,000 or 25.5%. The Network accounted for
$57,547,000 or 49.1% of the increase, and the O&Os and Galavision accounted for
$56,538,000 or 48.2% and $3,227,000 or 2.7%, respectively. The O&Os' increase,
which was due to an increase of approximately 9% in the number of spots sold and
an 11% increase in the price for advertising spots, was primarily derived from
Los Angeles, New York, Miami and Houston, with additional increases at all other
O&Os except for San Antonio. The Network's increase is due primarily to an
increase of approximately 45% in the average price of advertising spots, offset
in part by a decrease in volume of approximately 11%. The large price increase
over last year was due in part to the rates for advertising spots in the 1998
World Cup games. Excluding the World Cup, average prices at the Network
increased by 33%.
EXPENSES. Direct operating expenses, which include corporate charges of
$306,000 and $232,000 in 1998 and 1997, respectively, increased to $220,918,000
in 1998 from $159,619,000 in 1997, an increase of
33
<PAGE>
$61,229,000 or 38.4%. The increase is due primarily to World Cup costs of
$27,443,000 and higher license fees paid or payable to Televisa and Venevision
of $17,759,000. As a result of the Initial Offering in September 1996 and the
Company's subsequent corporate Reorganization in the fourth quarter of 1996, the
net program license fee payable to Univision's program suppliers, Televisa and
Venevision, increased from 13.0% of net revenues in 1997 to 14.7% in 1998,
exclusive of World Cup revenues, which are not subject to the license fee. In
1998, the morning show, DESPIERTA AMERICA, which began airing mid-April 1997,
accounted for approximately $1,457,000 of the increase in programming costs over
1997. The new programs associated with the Company's non-NOVELA production
agreement with Televisa accounted for approximately $2,712,000 of the increase
in programming costs over 1997. In addition, programming costs increased by
approximately $2,300,000 due to the introduction of new children's programming,
timing of special events programming, and the development of other entertainment
programming. The remainder of the increase is primarily due to higher technical
and news costs of $6,610,000, which includes $634,000 from the operation of the
Sacramento station acquired in March 1997 and the Bakersfield station acquired
in October 1997. As a percentage of net revenues, direct operating expenses
increased from 34.7% in 1997 to 38.3% in 1998.
Selling, general and administrative expenses, which include corporate
charges of $12,479,000 and $10,994,000 in 1998 and 1997, respectively, increased
to $160,543,000 in 1998 from $137,070,000 in 1997, an increase of $23,473,000 or
17.1%. The addition of the Sacramento and Bakersfield stations accounted for
$2,422,000 of the increase. The remaining increases are due in large part to
increased selling costs of $6,517,000, associated with increased sales, staff
levels and compensation costs and increased research costs of $3,443,000
primarily related to the renewal of the Nielsen contracts, all of which are
consistent with the Company's strategy of investing in sales management and
research. The Company also had increased costs of approximately $2,350,000
related to its retirement savings plan due to an increase in the Company's
matching contribution, increased promotional costs of $1,986,000 primarily
related to increased advertising and increased Year 2000 costs of approximately
$900,000. In addition, a decrease in costs resulted from a 1997 one-time charge
of $2,977,000 associated with management changes. As a percentage of net
revenues, selling, general and administrative expenses decreased from 29.8% in
1997 to 27.8% in 1998.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased to
$64,438,000 in 1998 from $58,640,000 in 1997, an increase of $5,798,000 or 9.9%.
The increase is due primarily to an increase in depreciation related to
increased capital expenditures.
OPERATING INCOME. As a result of the above factors, operating income
increased to $131,154,000 in 1998 from $104,412,000 in 1997, an increase of
$26,742,000 or 25.6%. As a percentage of net revenues, operating income was
22.7% in both 1997 and 1998.
INTEREST EXPENSE. Interest expense decreased to $35,830,000 in 1998 from
$40,147,000 in 1997, a decrease of $4,317,000 or 10.8%. The decrease is due
primarily to lower bank borrowings during 1998 as compared to 1997.
SPECIAL BONUS AWARD. On May 13, 1998, a major stockholder contributed
1,354,665 shares of Class P Common Stock to the Company, which were converted to
Class A Common shares and placed in the Company's treasury. On May 27, 1998,
under the Univision Communications Inc. 1998 Stock Bonus Plan, the Company
granted 890,614 shares of Class A Common Stock to selected employees. These
transactions resulted in a pre-tax income statement charge of $42,608,000, which
consists of non-cash compensation of $27,609,000 and required tax withholdings
remitted by the Company of $14,999,000, as well as an increase to
paid-in-capital of $45,011,000. The net income effect on the twelve months ended
December 31, 1998, was a reduction of $29,084,000, net of the $13,524,000
related tax benefit. The tax benefit was reduced by $3,493,000 due to the effect
of non-deductible excess compensation of $8,541,000. The Company has retained
the remaining 464,051 shares, with a value of $17,402,000, in its treasury.
Consistent with
34
<PAGE>
broadcast industry reporting, broadcast cash flow and EBITDA exclude the total
amount of this special bonus award of $42,608,000.
PROVISION (BENEFIT) FOR INCOME TAXES. In 1998, the Company reported an
income tax provision of $40,348,000, representing $9,937,000 of current tax
expense and $30,411,000 of deferred tax expense. The Company's total effective
tax rate of 80.3% is higher than the federal statutory rate of 35.0% due to
state and local income taxes and the effect of permanent non-deductible expenses
such as goodwill amortization and compensation. Excluding the impact of the
special bonus award, the Company would have reported an income tax provision of
$53,872,000 in 1998. The difference of $13,524,000 is the current tax benefit of
the special bonus award. Due to the fixed nature of the permanent differences,
had the special bonus award not occurred, pre-tax income would have increased
and the effective tax rate for the year would have been approximately 58.0%. In
1997, the Company reported an income tax benefit of $19,465,000. Excluding a
non-recurring tax benefit of $56,120,000 and the tax benefit of $1,681,000
related to the one-time charge of $2,977,000, the Company would have reported an
income tax provision of $38,336,000 in 1997 and an effective tax rate of 57.5%.
NET INCOME. As a result of the above factors, 1998 resulted in net income
of $9,927,000 compared to net income of $83,159,000 in 1997, a decrease of
$73,232,000. On a comparable basis, excluding the special bonus award from 1998
and adjusting 1997 for the impact of the non-recurring tax benefit and the one-
time charge, net income would have increased by 37.7% to $39,011,000 in 1998
from $28,335,000 in 1997.
BROADCAST CASH FLOW. Broadcast cash flow increased to $208,377,000 in 1998
from $174,278,000 in 1997, an increase of $34,099,000 or 19.6%. As a percentage
of net revenues, broadcast cash flow decreased from 37.9% in 1997 to 36.1% in
1998.
As a result of the Initial Offering in September 1996 and the Company's
subsequent corporate Reorganization in the fourth quarter of 1996, the net
program license fee payable to Univision's program suppliers, Televisa and
Venevision, increased from 13.0% of net revenues in 1997 to 14.7% in 1998,
exclusive of World Cup revenues, which are not subject to the license fee. Had
the revised license fee been in effect in 1997, the license fee would have
increased by $7,072,000 and broadcast cash flow would have been $167,206,000 in
1997. On a year-to-year basis, broadcast cash flow would have increased by
$41,171,000 or 24.6%, from $167,206,000 in 1997 to $208,377,000 in 1998. As a
percentage of net revenues, broadcast cash flow would have decreased from 36.4%
in 1997 to 36.1% in 1998.
CORPORATE CHARGES. Corporate charges increased to $12,785,000 in 1998 from
$11,226,000 in 1997, an increase of $1,559,000 or 13.9%. The increase is
primarily due to costs associated with salary and benefits. As a percentage of
net revenues, corporate charges decreased from 2.4% in 1997 to 2.2% in 1998.
EBITDA. EBITDA increased to $195,592,000 in 1998 from $163,052,000 in 1997,
an increase of $32,540,000 or 20%. As a percentage of net revenues, EBITDA
decreased from 35.5% in 1997 to 33.9% in 1998.
As explained in BROADCAST CASH FLOW, had the revised license fee been in
effect in 1997, the license fee would have increased by $7,072,000 and EBITDA
would have been $155,980,000 in 1997. Thus EBITDA would have increased by
$39,612,000 or 25.4% from $155,980,000 in 1997 to $195,592,000 in 1998. As a
percentage of net revenues, EBITDA would have been 33.9% in both 1997 and 1998.
35
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YEAR ENDED DECEMBER 31, 1997 ("1997") COMPARED TO YEAR ENDED DECEMBER 31, 1996
("1996")
The following table sets forth selected data from the operating results of
the Company for the twelve months ended December 31, 1997 and 1996 on a
historical basis and a pro forma basis (unaudited) (in thousands):
<TABLE>
<CAPTION>
HISTORICAL
-------------------- % HISTORICAL PRO FORMA %
1997 1996 INCREASE 1997 1996 INCREASE
--------- --------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net revenues........................ $ 459,741 $ 244,858 87.8% $ 459,741 $ 370,289 24.2%
Direct operating expenses........... 159,619 58,443 173.1% 159,619 122,510 30.3%
Selling, general and administrative
expenses.......................... 137,070 79,818 71.7% 137,070 107,664 27.3%
Depreciation and amortization....... 58,640 39,516 48.4% 58,640 55,049 6.5%
--------- --------- ----- --------- ----------- ---
Operating income.................... $ 104,412 $ 67,081 55.7% $ 104,412 $ 85,066 22.7%
--------- --------- ----- --------- ----------- ---
--------- --------- ----- --------- ----------- ---
Other Data:
Broadcast cash flow............... $ 174,278 $ 114,495 52.2% $ 174,278 $ 149,711 16.4%
Corporate charges................. 11,226 7,898 42.1% 11,226 9,596 17.0%
--------- --------- ----- --------- ----------- ---
EBITDA............................ $ 163,052 $ 106,597 53.0% $ 163,052 $ 140,115 16.4%
--------- --------- ----- --------- ----------- ---
--------- --------- ----- --------- ----------- ---
</TABLE>
REVENUES. Net revenues increased to $459,741,000 in 1997 from $244,858,000
in 1996, an increase of $214,883,000 or 87.8%. The acquisition of the Network
accounted for $160,805,000 or 74.8% of the increase, and the O&Os and Galavision
accounted for $47,299,000 or 22.0% and $6,779,000 or 3.2%, respectively. Had the
Network been owned since January 1, 1996, net revenues would have been
$370,289,000 in 1996, compared to $459,741,000 in 1997, an increase of
$89,452,000 or 24.2%. The increase is due to higher net revenues of $47,299,000
at the O&Os, $37,168,000 at the Network and $4,985,000 related to Galavision,
which was acquired by the Network on June 30, 1996. The O&Os' increase, which
was due to an increase of approximately 14% in the number of spots sold and a
12% increase in the price for advertising spots, was primarily derived from Los
Angeles, Miami, Chicago, Houston and New York, with additional increases at all
other O&Os. The Network's increase is due to an increase of approximately 21% in
the price of advertising spots, offset in part by a decrease in volume of
approximately 3%.
EXPENSES. Direct operating expenses, before the reduction of corporate
charges of $232,000 and $197,000 in 1997 and 1996, respectively, increased to
$159,619,000 in 1997 from $58,443,000 in 1996, an increase of $101,176,000 or
173.1%. The acquisition of the Network accounted for $95,525,000 or 94.4% of the
increase, and the O&Os and Galavision accounted for $3,809,000 or 3.8% and
$1,842,000 or 1.8%, respectively. Had the Network been owned since January 1,
1996, direct operating expenses, before the reduction of corporate charges,
would have been $122,510,000 in 1996, compared to $159,619,000 in 1997, an
increase of $37,109,000 or 30.3%. The increase is primarily due to higher
license fees paid or payable to Televisa and Venevision of $23,452,000. As a
result of the Initial Offering in September 1996 and the Company's subsequent
corporate Reorganization in the fourth quarter of 1996, the net program license
fee payable to Univision's program suppliers, Televisa and Venevision, increased
from 9.8% of net revenues in 1996 to 13.0% in 1997. The new morning show,
DESPIERTA AMERICA, which began airing mid-April 1997 and generated revenues of
approximately $9,000,000, accounted for approximately $3,300,000 (including
start-up costs of approximately $560,000) of the total increase in programming
costs over 1996. The remainder of the increase is due primarily to higher
technical and news costs and $1,410,000 of costs related to Galavision. Had the
Network been owned since January 1, 1996, direct operating expenses, as a
percentage of net revenues, would have increased from 33.1% in 1996 to 34.7% in
1997.
Selling, general and administrative expenses, before the reduction of
corporate charges of $10,994,000 and $9,399,000 in 1997 and 1996, respectively,
increased to $137,070,000 in 1997 from $79,818,000 in 1996,
36
<PAGE>
an increase of $57,252,000 or 71.7%. The acquisition of the Network accounted
for $32,700,000 or 57.1% of the increase, and the O&Os and Galavision accounted
for $21,215,000 or 37.1% and $3,337,000 or 5.8%, respectively. Had the Network
been owned since January 1, 1996, selling, general and administrative expenses,
before the reduction of corporate charges, would have been $107,664,000 in 1996,
compared to $137,070,000 in 1997, an increase of $29,406,000 or 27.3%. The
increase is due in large part to increased selling costs at the O&Os and the
Network of $10,211,000, associated with increased sales and staff levels; a
charge for costs associated with management changes of approximately $1,500,000;
and increased research costs of $1,528,000, all of which are consistent with the
Company's strategy of investing in sales management and research. Furthermore,
there were compensation costs of approximately $2,200,000 related to new and
existing senior management positions, a charge for costs associated with other
management changes of approximately $2,000,000 and a reduction in 1996 expenses
of $2,200,000 as a result of a litigation reserve reversal. The acquisition of
Galavision accounted for $2,135,000. Had the Network been owned since January 1,
1996, selling, general and administrative expenses, as a percentage of net
revenues, would have increased from 29.1% in 1996 to 29.8% in 1997.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased to
$58,640,000 in 1997 from $39,516,000 in 1996, an increase of $19,124,000 or
48.4%. The acquisition of the Network accounted for $6,686,000 or 35.0% of the
increase, and the O&Os and Galavision accounted for $11,389,000 or 59.6% and
$1,049,000 or 5.4%, respectively. On a pro forma basis, depreciation and
amortization would have been $55,049,000 in 1996, compared to $58,640,000 in
1997, an increase of $3,591,000 or 6.5%. The increase is due primarily to an
increase in depreciation related to increased capital expenditures, the
acquisition of Galavision and an increase in goodwill amortization.
OPERATING INCOME. As a result of the above factors, operating income
increased to $104,412,000 in 1997 from $67,081,000 in 1996, an increase of
$37,331,000 or 55.7%. The acquisition of the Network accounted for $25,894,000
or 69.4% of the increase, the O&Os accounted for $10,886,000 or 29.2% and
Galavision accounted for $551,000 or 1.4%. On a pro forma basis, operating
income would have been $85,066,000 in 1996, compared to $104,412,000 in 1997, an
increase of $19,346,000 or 22.7%. As a percentage of net revenues, operating
income would have decreased from 23.0% in 1996 to 22.7% in 1997.
INTEREST EXPENSE. Interest expense decreased to $40,147,000 in 1997 from
$41,691,000 in 1996, a decrease of $1,544,000 or 3.7%. On a pro forma basis,
interest expense was $39,548,000 in 1996 compared to $40,147,000 in 1997, an
increase of $599,000 or 1.5%. The increase is due primarily to higher borrowings
during 1997 as compared to 1996, partially offset by lower interest rates in
1997.
MINORITY INTEREST. In 1996, the Company reported minority interest income
of $1,851,000, consisting of the minority interest in the net income of
subsidiary of $1,869,000 and preferred stock dividend expense attributable to
minority stockholders of $18,000. The minority interest was acquired as part of
the Reorganization during 1996. On a pro forma basis, minority interest is
eliminated from the 1996 operating results of the Company.
PROVISION (BENEFIT) FOR INCOME TAXES. In 1997, the Company reported an
income tax benefit of $19,465,000 compared to an income tax provision of
$5,714,000 in 1996. On a pro forma basis, the Company reported an income tax
provision of $7,728,000 in 1996. The 1997 tax benefit results from the
recognition of deferred tax assets that management believes, more likely than
not, will be realized due to the Company's generating income in its current and
future periods. The provision for income taxes included in the 1996 pro forma
income statement is based on an effective tax rate of 40%. This tax provision,
presented on a pro forma basis, is offset by an income tax benefit arising from
the January 1, 1996, loss on extinguishment of debt (see Extraordinary Loss).
INCOME BEFORE EXTRAORDINARY ITEMS. As a result of the above factors, income
before extraordinary items increased to $83,159,000 in 1997 from $18,593,000 in
1996, an increase of $64,566,000. On a pro forma
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<PAGE>
basis, income before extraordinary items increased from $36,331,000 in 1996 to
$83,159,000 in 1997, an increase of $46,828,000.
EXTRAORDINARY LOSS. During 1996, UTG purchased and/or defeased at a premium
$92,050,000 face amount of its 11 3/4% Senior Subordinated Notes, resulting in a
total extraordinary loss of $13,713,000, including the write-off of the related
financing costs of $9,601,000. The related income tax benefits associated with
these extraordinary losses were $5,485,000, resulting in an extraordinary loss,
net of tax, of $8,228,000 for the year ended 1996. On a pro forma basis, the
Senior Subordinated Notes are assumed to be defeased at January 1, 1996, thereby
generating an extraordinary loss, net of tax, of $11,186,000 in 1996. The pro
forma extraordinary loss is greater than the actual 1996 extraordinary loss of
$8,228,000, since the deferred financing costs' unamortized balance was higher
at the beginning of 1996 than it was when the Senior Subordinated Notes were
actually purchased and/or defeased during 1996.
NET INCOME. As a result of the above factors, net income increased to
$83,159,000 in 1997 from $10,365,000 in 1996, an increase of $72,794,000. On a
pro forma basis, net income increased from $25,145,000 in 1996 to $83,159,000 in
1997, an increase of $58,014,000.
BROADCAST CASH FLOW. Broadcast cash flow increased to $174,278,000 in 1997
from $114,495,000 in 1996, an increase of $59,783,000 or 52.2%. The acquisition
of the Network accounted for $34,724,000 of the increase, the O&Os accounted for
$23,459,000 of the increase and Galavision accounted for $1,600,000. Had the
Network been owned since January 1, 1996, broadcast cash flow would have been
$149,711,000 in 1996, compared to $174,278,000 in 1997, an increase of
$24,567,000 or 16.4%. As a percentage of net revenues, broadcast cash flow would
have decreased from 40.4% in 1996 to 37.9% in 1997.
As a result of the Initial Offering in September 1996 and the Company's
subsequent corporate Reorganization in the fourth quarter of 1996, the net
program license fee payable to Univision's program suppliers, Televisa and
Venevision, increased from 9.8% of net revenues in 1996 to 13.0% in 1997. Had
the revised license fee been in effect in 1996, the license fee would have
increased by $12,976,000 and broadcast cash flow would have been $136,735,000 in
1996. On a year-to-year basis, broadcast cash flow would have increased by
$37,543,000 or 27.5% from $136,735,000 in 1996 to $174,278,000 in 1997. As a
percentage of net revenues, broadcast cash flow would have increased from 36.9%
in 1996 to 37.9% in 1997.
CORPORATE CHARGES. Corporate charges increased to $11,226,000 in 1997 from
$7,898,000 in 1996, an increase of $3,328,000 or 42.1%. The acquisition of the
Network accounted for $2,144,000 or 64.4% of the increase, and the O&Os
accounted for $1,184,000 or 35.6%. Had the Network been owned since January 1,
1996, corporate charges would have been $9,596,000 in 1996 compared to
$11,226,000 in 1997, an increase of $1,630,000 or 17.0%. The increase is
primarily due to costs associated with being a public company and increased
staffing costs. As a percentage of net revenues, corporate charges would have
decreased from 2.6% in 1996 to 2.4% in 1997.
EBITDA. EBITDA increased to $163,052,000 in 1997 from $106,597,000 in 1996,
an increase of $56,455,000 or 53.0%. The acquisition of the Network accounted
for $32,580,000 of the increase, the O&Os accounted for $22,275,000 of the
increase and Galavision accounted for $1,600,000. Had the Network been owned
since January 1, 1996, EBITDA would have been $140,115,000 in 1996, compared to
$163,052,000 in 1997, an increase of $22,937,000 or 16.4%. As a percentage of
net revenues, EBITDA would have decreased from 37.8% in 1996 to 35.5% in 1997.
As explained in BROADCAST CASH FLOW, had the revised license fee been in
effect in 1996, the license fee would have increased by $12,976,000 and pro
forma EBITDA would have been $127,139,000 in 1996. Thus EBITDA would have
increased by $35,913,000 or 28.2%, from $127,139,000 in 1996 to $163,052,000 in
1997. As a percentage of net revenues, pro forma EBITDA would have increased
from 34.3% in 1996 to 35.5% in 1997.
38
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of cash flow is its broadcasting operations.
Funds for debt service, capital expenditures and operations historically have
been provided by income from operations and by borrowings.
Capital expenditures, which include those of UTG, the Network and
Galavision, totaled $40,984,000 in 1998 and $35,199,000 in 1997. These amounts
exclude the capitalized transponder lease obligations of the Network. In
addition to performing normal capital maintenance and replacing several towers
and antennas, the Company is also in the process of upgrading its management
information systems infrastructure and is expected to upgrade two of its
television station facilities during 1999. In conjunction with the Company's
non-NOVELA production agreement with Televisa, the Network is expanding its
production facilities. Furthermore, during the next few years, the Company also
will make an investment in digital technology. The amount of this investment has
not been quantified, as the Company is in the process of determining its
available options. Capital spending in 1999, including a carryover from 1998 of
approximately $13,500,000 due to timing of certain projects, will approximate
$45,000,000. In 2000, the Company will begin preparation for the relocation and
build-out of its flagship station in Los Angeles. The estimated costs and the
form of this transaction will be determined during 1999. Capital spending in
2000 will be approximately $30,000,000, exclusive of the relocation and
build-out of the Los Angeles station. Capital spending in 2001 and 2002 is
expected to approximate $25,000,000 per year.
At December 31, 1998, the Bank Facility consisted of a $301,000,000
amortizing term loan (the "Term Facility") with a final maturity of December 31,
2003, and a $200,000,000 reducing revolving credit facility (the "Revolving
Credit Facility") maturing on the same date. Furthermore, the Bank Facility
permits the lenders thereunder to advance up to an additional $250,000,000 of
term loans (the "Incremental Facility"), although the Company has not requested
and there are no commitments at this time to lend any such additional amounts.
At December 31, 1998, the Company had approximately $418,000,000 available to
borrow through a combination of its Revolving Credit Facility and Incremental
Facility.
The Term Facility amortizes quarterly, with $46,000,000 required to be
repaid during 1999. During 1998, the Company repaid $49,000,000. In addition, in
the first quarter of 1998, the Company made a $10,000,000 prepayment against its
Term Facility as a result of its annual "excess cash flow" calculation based on
its 1997 operating results. The payment was funded by an increase in the
Revolving Credit Facility and subsequently repaid within the quarter with cash
from operations. In the first quarter of 1999, the Company will make a
$20,000,000 prepayment against its Term Facility as a result of its annual
"excess cash flow" calculation based on its 1998 operating results. The payment
is expected to be funded by an increase in the Revolving Credit Facility and
repaid during 1999 with cash from operations. The Revolving Credit Facility has
scheduled reductions in availability of $2,500,000 per quarter during 1999. If
any loans are made available under the Incremental Facility, such loans will be
amortized beginning on March 31, 1999, and are required to be repaid in full on
or before August 31, 2004.
Loans made under the Bank Facility bear interest, which includes interest
rate margin costs, determined by reference to the ratio of the Company's total
indebtedness to EBITDA for the four fiscal quarters most recently concluded (the
"Leverage Ratio"). The interest rate margins applicable to the Eurodollar
(Libor) loans range from 0.35% to 1.00% per annum. Furthermore, there are no
interest rate margins applicable to prime rate loans. At December 31, 1998, the
interest rate applicable to the Company's Eurodollar loans was approximately
6.00%, which includes an interest rate margin cost of 0.35%, and the interest
rate applicable to all prime rate loans was 7.75%.
The Company's primary interest rate exposure results from changes in the
short-term interest rates applicable to the Company's Eurodollar loans. The
Company borrows at the U.S. prime rate from time to time but attempts to
maintain these loans at a mimimun. Based on the Company's overall interest rate
exposure on its Eurodollar loans at December 31, 1998, a change of 10% in
interest rates would have an approximately $2,000,000 impact on pre-tax earnings
and pre-tax cash flows over a one-year period.
39
<PAGE>
The Company expects to explore acquisition opportunities in both
Spanish-language television and other media to complement and capitalize on the
Company's existing business and management. The purchase price for such
acquisitions may be paid (i) with cash derived from operating cash flow,
proceeds available under the Bank Facility or proceeds from future debt or
equity offerings, (ii) with equity or debt securities of the Company or (iii)
with any combination thereof.
As a result of net operating loss carryforwards attributable to the
Acquisition, net operating losses since the Acquisition, tax consequences of the
Reorganization, other timing differences and subsequent book taxable income, the
Company has available a deferred tax asset of approximately $22,635,000 to
offset future taxes payable arising from operations. In addition, at December
31, 1998, the Company had approximately $479,419,000 of net remaining intangible
assets that will be expensed over the next 20 years for financial reporting
purposes and will not be deductible for tax purposes.
In 1998, a joint venture between the Company and Home Shopping Network
Capital LLC formed Home Shopping Network En Espanol LLC. The joint venture has
created a live, Spanish-language television shopping service intended for
distribution in the United States, Latin America, Portugal and Spain. On March
30, 1998, Home Shopping Network En Espanol LLC began broadcasting three hours of
programming seven days a week on Galavision, the Company's Spanish-language
cable network. Under the terms of the agreement, the Company and Home Shopping
Network Capital LLC have approximately equal interest in the joint venture. The
Company's annual contribution to the joint venture during 1998 was $831,000. The
annual capital contributions estimated to be required to be made by each party
under the agreement are $3,500,000 in 1999 and $1,669,000 in 2000, with a
maximum capital contribution limit of $6,000,000 over a five-year period. The
Company accounts for its investment in Home Shopping Network En Espanol LLC
under the equity method. No assurance can be given that the joint venture will
be successful.
YEAR 2000 ISSUES
Like most businesses today, the Company is reliant on computer systems and
other electronic and mechanical technologies in carrying out its operations and
managing its resources. Some of the Company's operations, such as signal
distribution and television audience ratings, are either carried out through or
supported by third parties, while approximately 50% of the Company's programming
is sourced from third parties. Approximately 79% of Univision's programming
distribution (including commercial spots) is provided through its O&Os with the
remainder provided via its broadcast and cable affiliates. Except for the
Network and its Fresno, Miami, Phoenix, Sacramento and San Antonio O&Os, which
are located in Company-owned properties, all other operations are situated in
facilities leased from and maintained by third parties.
The Company's business is primarily contracted through advertising agencies
and to a lesser degree from direct local market advertisers (collectively,
"Advertisers"). No single Advertiser represents more than 10% of the Company's
advertising revenues.
The sales order entry and Nielsen rating systems used by the Company are
mainframe-based. These systems are owned and maintained by third-party vendors
and located in such vendors' facilities. The remaining computer systems of the
Company are not mainframe-based and use standard industry-specific software
applications. The Year 2000 issue results from computer software programs
written to use two digits rather than four to define the applicable year.
Certain of the Company's computer programs that have date-sensitive software may
recognize a date using "00" as the year 1900 instead of the year 2000. Computer
programs used by the Company's Suppliers (as defined below) may experience the
same date-recognition issues. If this occurs, the potential exists for computer
system failures or miscalculations by computer programs used by the Company and
its Suppliers, which could cause disruption of the Company's operations.
40
<PAGE>
Through its Year 2000 Project Office ("Project Office"), the Company
continues its effort to assess its Year 2000 readiness as well as that of its
Advertisers, satellite service providers, programming suppliers, broadcast
affiliates, Nielsen rating service, landlords, and vendors and other suppliers
that may be critical to the Company's business (collectively, "Suppliers" unless
the context indicates otherwise). The Project Office is staffed with the
Company's two principal engineers and representatives from management
information systems and from the legal, risk management, finance, and operations
departments. An independent consulting firm with broadcasting systems
integration experience assisted with the assessment phase of the Company's Year
2000 program. Such firm is assisting the Company with the verification efforts
of its broadcasting systems and equipment.
In addressing its Year 2000 readiness, the Company has been engaged in a
five-part program that consists of the following:
- Assessment. This phase is three-fold. Part one is the location and
identification of all computer systems, software products, building
systems and equipment (with embedded systems) used within each operational
unit of the Company (the "Systems Inventory"). Part two is the
identification of mission-critical systems within each of the operational
units. Part three is the evaluation (including communicating with
manufacturers with respect to their equipment) of systems to determine
whether such systems will be able to process data before, on and after
January 1, 2000. Mission-critical systems have been given priority in the
evaluation process.
- Corrective Action. Systems and equipment that are non-compliant are being
retired, repaired or replaced. Mission-critical items are being given
priority.
- Verification. Corrective measures are to be verified by both current-date
and future-date testing. Any necessary remedial action identified during
this phase will be taken and verified. Mission-critical items are being
given priority.
- Communications. The Company implemented a communication program with its
Suppliers (1) to understand their Year 2000 issues, (2) to determine how
such issues could impact the Company's operations and (3) to determine the
Suppliers' Year 2000 mitigation plans to address or manage the issues that
relate to the Company's business and, with respect to landlords, the
leased facilities.
- Contingency Plans. Contingency plans are being formulated to continue
Network and O&O broadcasting operations without interruption prior to,
during and after January 1, 2000.
Although work on the different parts of the Year 2000 program has been
taking place concurrently, the primary focus is on corrective action and
verification activities, particularly with respect to equipment (computer and
mechanical technology) that is critical to the Company's broadcasting operations
(signal, programming and commercial spot distribution on its Network and O&Os).
The assessment of equipment critical to the Company's broadcasting operations
was completed in December 1998. The targeted date for the completion of all
phases of the Year 2000 program is September 30, 1999, subject to Suppliers'
responsiveness to the Company's inquiries of their Year 2000 issues and timely
delivery of certain Year 2000 compliant software. Verification activities began
in 1998 and will continue through 1999. The Company's contingency plans are
expected to be completed by the end of April 1999.
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<PAGE>
Based on the work completed through March 9, 1999, on the Year 2000 program:
- All of the equipment critical to the distribution of our broadcast signal
(without content) and for the insertion and delivery of content has been
Year 2000 assessed. Approximately 80% of the corrective work identified in
the assessment phase has been completed with remainder scheduled for
completion by May 31, 1999, subject to the timely availability of Year
2000 software solutions from broadcast equipment vendors. The Company's
major satellite provider informed the Company in August 1998 that the
satellite carrying the Network feed has been tested and is Year 2000
ready. The satellite provider notified the Company in February 1999 that
it expects to complete corrective work and testing on the corresponding
satellite ground system by June 1, 1999.
- The systems critical to our sales, marketing and research operations have
been assessed. Corrective work identified in the assessment phase
continues with expected completion by September 30, 1999.
- The systems used in our administrative operations or by our outside
service providers (finance, payroll, benefits administration) have been
assessed. Corrective work identified in the assessment phase continues
with expected completion by April 30, 1999.
- The assessment efforts of our facilities' infrastructures (owned and
leased combined) is expected to continue through September 30, 1999.
Corrective work identified on Company-owned communications, LAN and
desktop systems is being undertaken concurrently with the assessment
activities and is 70% complete. The assessment of HVAC, elevators,
security and other building systems in Company-owned facilities is more
than 80% complete, with corrective work in progress. Management companies
of leased facilities have not been as responsive as other Suppliers to the
Company's Year 2000 readiness requests, and efforts to obtain such
information are continuing.
- Of the total corrective work identified for all phases of our program,
approximately 30% has been completed. Capital as well as personnel and
non-personnel costs related to the Year 2000 program have not been
material. Although additional remedial and verification activities remain
to be completed, the Company does not expect that the future costs related
to the Company's internal Year 2000 issues will have a material impact on
the Company's operations, subject to completion of the corrective work and
contingency planning phases and the availability of solutions from
Suppliers. The Company will fund the costs to resolve its Year 2000 issues
primarily from its operating cash flow and, if necessary, proceeds
available under its Bank Facility.
The Company expects that its Systems will be fully operational and will not
cause any material disruptions because of Year 2000 issues. Because of the
uncertainties associated with assessing the preparedness of Suppliers, there is
a risk of a material adverse effect on the Company's future results of
operations if the Company's Suppliers are not capable of correcting their Year
2000 issues. The Company's major risk centers around its ability to transmit the
Network and O&Os' broadcast signals and satisfy the contractual commitments to
air the commercial spots of its Advertisers. The Company's contingency planning
process is addressing these risks.
SEASONALITY
The advertising revenues of the Company vary over the calendar year.
Historically, approximately 30% of total advertising revenues have been
generated in the fourth quarter and 20% in the first quarter, with the remainder
split approximately equally between the second and third quarters, exclusive of
special programming such as the 1998 World Cup games. Because of the relatively
fixed nature of the costs of the Company's business, seasonal variations in
operating income are more pronounced than those of revenues.
IMPACT OF INFLATION
Management believes that the impact of inflation on the Company's business
has not been material.
42
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FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements (as defined under federal securities laws) made
by or on behalf of the Company. The Company and its representatives from time to
time may make certain verbal or written forward-looking statements regarding the
Company's performance, or events or developments the Company expects to occur or
anticipates occurring in the future. Information contained in this report
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 which can be identified by the use of
forward-looking terminology such as "will," "expects," "believes,"
"anticipates," "estimates," or "plans," or the negative thereof or other
variations thereon or comparable terminology. All such statements are based upon
current expectations of the Company and involve a number of business risks and
uncertainties. Actual results could vary materially from anticipated results
described in any forward-looking statement. Factors that could cause actual
results to vary materially include, but are not limited to, a lack of increase
in advertisers' spending on Univision, a decrease in the supply or quality of
programming, an increase in the cost of programming, a decrease in Univision's
ratings or audience share, an increase in preference among Hispanics for
English-language television, competitive pressures from other television
broadcasters and other entertainment and news media (some of whom use Televisa
programming), the potential impact of new technologies, changes in regional or
national economic conditions, Year 2000 issues and regulatory and other
obstacles to making acquisitions. Results actually achieved thus may differ
materially from expected results in these statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is included in the "Liquidity and
Capital Resources" section of the Company's Management's Discussion and Analysis
of Financial Condition and Results of Operations contained in this document.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See pages F-1 through F-29
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
Not applicable
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information relating to directors required by this item will be
contained under the captions "Board Of Directors" and "Election Of Directors" in
a definitive Proxy Statement which the registrant will file with the Securities
and Exchange commission not later than 120 days after December 31, 1998 (the
"Proxy Statement"), and such information is incorporated herein by reference.
The information relating to executive officers required by this item is
included herein in Part I under the caption "Executive Officers".
The information required pursuant to Item 405 of Regulation S-K will be
contained under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Company's Proxy Statement, and such information is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be contained under the caption
"Executive Compensation" in the Company's Proxy Statement, and such information
is incorporated herein by reference.
43
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item will be contained under the caption
"Security Ownership of Certain Beneficial Owners and Management " in the
Company's Proxy Statement, and such information is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained under the caption
"Certain Relationships And Related Transactions" in the Company's Proxy
Statement, and such information is incorporated herein by reference.
44
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------
<C> <C> <S>
2.1 (8) Agreement and Plan of Reorganization dated as of September 25, 1996
3.1 (7) Amended and Restated Certificate of Incorporation of the Company
3.2 (7) Amended and Restated Bylaws of the Company
3.3 (11) Certificate of Amendment of Restated Certificate of Incorporation of the Company
4.1 (8) Form of specimen stock certificate
4.2 (1) Indenture dated as of December 15, 1992 relating to Univision Television Group Inc.'s 11 3/4%
Senior Subordinated Notes due 2001 (including the form of notes)
4.3 (1) First Supplemental Indenture dated as of December 17, 1992 relating to Univision Television Group,
Inc.'s 11 3/4% Senior Subordinated Notes due 2001
4.4 (2) Indenture dated as of December 17, 1992 relating to PTI Holdings, Inc.'s Subordinated Ten Year
Notes due 2002 (including the form of notes)
4.5 (3) Indenture dated as of December 17, 1992 relating to The Univision Network Holding Limited
Partnership's Subordinated Ten Year Notes due 2002 (including form of notes)
4.6 (4) First Supplemental Indenture dated as of October 1, 1993 relating to PTI Holdings, Inc.'s
Subordinated Ten Year Notes due 2002
4.7 (4) First Supplemental Indenture dated as of October 1, 1993 relating to The Univision Network Holding
Limited Partnership's Subordinated Ten Year Notes due 2002
4.8 (5) Second Supplemental Indenture dated as of July 8, 1994 relating to Univision Television Group,
Inc.'s 11 3/4% Senior Subordinated Notes due 2001
4.9 (5) Third Supplemental Indenture dated as of August 8, 1994 relating to Univision Television Group,
Inc.'s 11 3/4% Senior Subordinated Notes due 2001
10.1 (8) Indemnification Agreement dated as of September 26, 1996 between the Company and each of its
executive officers and directors
10.2 (8) Registration Rights Agreement dated as of October 2, 1996
10.3 (7) 1996 Performance Award Plan
10.4 (6) Employment Agreement dated as of January 1, 1995, between Univision Television Group, Inc. and
George W. Blank
10.5 (6) Amended Employment Agreement dated as of January 1, 1996, between Univision Television Group, Inc.
and George W. Blank
10.6 (8) Amended and Restated Program License Agreement dated as of October 1, 199 and between Dennevar B.V.
and the Company
10.7 (8) Amended and Restated Program License Agreement dated as of October 1, 1996 by and between Univisa,
Inc. and the Company
10.8 (8) Participation Agreement dated as of October 2, 1996 by and among the Company, Perenchio, Televisa,
Venevision and certain of their affiliates
10.9 (8) International Program Rights Agreement by and among the Company, Venevision and Televisa
</TABLE>
45
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------
<C> <C> <S>
10.10 (8) Amended and Restated Warrants issued to Televisa dated as of October 2, 1996
10.11 (8) Amended and Restated Warrants issued to Venevision dated as of October 2, 1996
10.12 (8) Credit Agreement dated as of September 26, 1996 among Univision Communications Inc., the banks and
other financial institutions parties thereto (the "Lenders"), The Chase Manhattan Bank, N.A., a
national banking association ("Chase"), as a managing agent and Banque Paribas, a French banking
corporation ("Paribas"), as a managing agent, and Chase as administrative agent
10.12.1 (9) First Amendment to Credit Agreement dated as of April 10, 1997 (this "Amendment") to the Credit
Agreement dated as of September 26, 1996 (the "Credit Agreement") among Univision Communications,
Inc. (the "Borrower"), certain Lenders party thereto (collectively, the "Lenders"), Banque Paribas
and The Chase Manhattan Bank (collectively, the "Managing Agents") and The Chase Manhattan Bank, as
Administrative Agent (in such capacity, the 'Administrative Agent").
10.12 .2 Second Amendment to Credit Agreement dated as of November 6, 1998 (this "Amendment") to the Credit
Agreement dated as of September 26, 1996 (as amended, the "Credit Agreement") among Univision
Communications Inc. (the "Borrower"), certain Lenders party thereto (collectively, the "Lenders"),
Paribas (as successor-in-interest to Banque Paribas) and The Chase Manhattan Bank, as Managing
Agents (collectively, the "Managing Agents") and The Chase Manhattan Bank, as Administrative Agent
(in such capacity, the "Administrative Agent").
10.13 (8) Security Agreements dated as of September 26, 1996 between Univision Communications Inc. and each
of the Guarantors (as defined therein) in favor of the Administrative Agent, for the benefit of the
Lenders
10.14 .1 (8) Guarantee dated as of September 26, 1996 executed by the Guarantors other than Univision Network
Limited Partnership in favor of the Administrative Agent for the benefit of the Lenders
10.14 .2 (8) Guarantee dated as of September 26, 1996 executed by Univision Network Limited Partnership in favor
of the Administrative Agent for the benefit of the Lenders
10.15 (7) Employment Agreement dated as of January 1, 1995 between the Network and Ray Rodriguez
10.16 (7) Amendment to Employment Agreement dated as of January 1, 1996 between the Network and Ray Rodriguez
10.17 (7) Warrants dated as of October 21, 1996 issued to The Davila Family, LLC
10.18 (6) Transponder Purchase Agreement between Univision, Inc. and Hughes Communications Satellite
Services, Inc. dated as of January 17, 1990 and assumed by the Network
10.19 (6) Transponder Service Agreement between Univision, Inc. dated as of January 17, 1990 and assumed by
the Network
10.20 (8) Amendment to Employment Agreement dated as of January 1, 1997 between Univision Television Group,
Inc. and George W. Blank
10.21 (8) Amendment to Employment Agreement dated as of January 1, 1997, between the Network and Ray
Rodriguez
10.22 (8) Employment Agreement dated as of February 10, 1997, by and between the Company and Henry Cisneros
</TABLE>
46
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------
<C> <C> <S>
10.23 (8) Amendment to Employment Agreement dated as of February 10, 1997 by and between the Company and
Henry Cisneros
10.24 (10) Amendment to Employment Agreement dated as of December 22, 1997 between Univision Television Group,
Inc. and George W. Blank
10.25 (10) Amendment to Employment Agreement dated as of December 22, 1997, between the Network and Ray
Rodriguez
10.26 (10) Amendment to Employment Agreement dated as of December 22, 1997 by and between the Company and
Henry Cisneros
10.27 Amendment to Employment Agreement dated as of January 1, 1999 between Univision Television Group,
Inc. and George W. Blank
10.28 Amendment to Employment Agreement dated as of January 1, 1999, between the Network and Ray
Rodriguez
10.29 Amendment to Employment Agreement dated as of January 1, 1999 by and between the Company and Henry
Cisneros
10.30 (11) Co-Production Agreement between the Company and Televisa
21.1 (10) Subsidiaries of the Company
23.1 Consents of experts and Counsel
24.1 Power of Attorney (contained on "Signatures" page)
27.1 Financial Data Schedule
</TABLE>
- ------------------------
(1) Previously filed as an exhibit to the Registration Statement on Form S- 1
of Univision Television Group, Inc. (File No. 33-59534)
(2) Previously filed as an exhibit to the Registration Statement on Form S-1 of
PTI Holdings, Inc. (File No. 33-66432)
(3) Previously filed as an exhibit to the Registration Statement on From S-1 of
The Univision Network Holding Limited Partnership (File No. 33-66434)
(4) Previously filed as an exhibit to PTI Holdings, Inc.'s Annual Report on
Form 10K for the year ended December 31, 1993
(5) Previously filed as an exhibit to Univision Television Group, Inc.'s Annual
Report on Form 10K for the year ended December 31, 1994
(6) Previously filed as an exhibit to Univision Television Group, Inc.'s Annual
Report on Form 10K for the year ended December 31, 1995.
(7) Previously filed as an exhibit to Univision Communications Inc.
Registration Statement on Form S-1 (File No. 333-6309).
(8) Previously filed as an exhibit to Univision Communications Inc.'s Annual
Report on Form 10K for the year ended December 31, 1996.
(9) Previously filed as an exhibit to Univision Communications Inc.'s Quarterly
Report on Form 10Q for the period ended June 30, 1997.
(10) Previously filed as an exhibit to Univision Communications Inc.'s Annual
Report on Form 10K for the year ended December 31, 1997.
47
<PAGE>
(11) Previously filed as an exhibit to Univision Communications Inc.'s Quarterly
Report on Form 10Q for the period ended June 30, 1998.
(B) FINANCIAL STATEMENT SCHEDULES
Schedule II--Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities Exchange Act of 1934 are not required under the
related instructions or are inapplicable, and therefore have been omitted.
(C) REPORTS ON FORM 8-K
During the three month period ended December 31, 1998, the registrant filed
no reports on Form 8-K.
48
<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 on March 15, 1999.
<TABLE>
<S> <C> <C>
UNIVISION COMMUNICATIONS INC.
By: /s/ GEORGE W. BLANK
-----------------------------------------
George W. Blank
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates so indicated.
Each person whose signature appears below hereby authorizes Robert V. Cahill
and George W. Blank, or either of them, as attorneys-in-fact to sign on his
behalf, individually, and in the capacity stated below, and to file all
amendments and/or supplements to this Annual Report on Form 10-K.
<TABLE>
<C> <S> <C>
/s/ A. JERROLD PERENCHIO
- ------------------------------ Chairman of the Board and March 15, 1999
A. Jerrold Perenchio Chief Executive Officer
Executive Vice President
and Chief Financial
/s/ GEORGE W. BLANK Officer, in his
- ------------------------------ capacities, as Chief March 15, 1999
George W. Blank Financial Officer and
Principal Accounting
Officer
/s/ HENRY CISNEROS
- ------------------------------ President and Chief March 15, 1999
Henry Cisneros Operating Officer
/s/ GUSTAVO CISNEROS
- ------------------------------ Director March 15, 1999
Gustavo Cisneros
/s/ JOSE BASTON
- ------------------------------ Director March 15, 1999
Jose Baston
/s/ HAROLD GABA
- ------------------------------ Director March 15, 1999
Harold Gaba
/s/ ALAN HORN
- ------------------------------ Director March 15, 1999
Alan Horn
/s/ JOHN G. PERENCHIO
- ------------------------------ Director March 15, 1999
John G. Perenchio
/s/ RAY RODRIGUEZ
- ------------------------------ Director March 15, 1999
Ray Rodriguez
</TABLE>
49
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -----------------------------------------------------------------------------------------------------
<C> <S>
2.1 (8) Agreement and Plan of Reorganization dated as of September 25, 1996
3.1 (7) Amended and Restated Certificate of Incorporation of the Company
3.2 (7) Amended and Restated Bylaws of the Company
3.3 11) Certificate of Amendment of Restated Certificate of Incorporation of the Company
4.1 (8) Form of specimen stock certificate
4.2 (1) Indenture dated as of December 15, 1992 relating to Univision Television Group Inc.'s 11 3/4% Senior
Subordinated Notes due 2001 (including the form of notes)
4.3 (1) First Supplemental Indenture dated as of December 17, 1992 relating to Univision Television Group,
Inc.'s 11 3/4% Senior Subordinated Notes due 2001
4.4 (2) Indenture dated as of December 17, 1992 relating to PTI Holdings, Inc.'s Subordinated Ten Year Notes
due 2002 (including the form of notes)
4.5 (3) Indenture dated as of December 17, 1992 relating to The Univision Network Holding Limited
Partnership's Subordinated Ten Year Notes due 2002 (including form of notes)
4.6 (4) First Supplemental Indenture dated as of October 1, 1993 relating to PTI Holdings, Inc.'s
Subordinated Ten Year Notes due 2002
4.7 (4) First Supplemental Indenture dated as of October 1, 1993 relating to The Univision Network Holding
Limited Partnership's Subordinated Ten Year Notes due 2002
4.8 (5) Second Supplemental Indenture dated as of July 8, 1994 relating to Univision Television Group, Inc.'s
11 3/4% Senior Subordinated Notes due 2001
4.9 (5) Third Supplemental Indenture dated as of August 8, 1994 relating to Univision Television Group,
Inc.'s 11 3/4% Senior Subordinated Notes due 2001
10.1 (8) Indemnification Agreement dated as of September 26, 1996 between the Company and each of its
executive officers and directors
10.2 (8) Registration Rights Agreement dated as of October 2, 1996
10.3 (7) 1996 Performance Award Plan
10.4 (6) Employment Agreement dated as of January 1, 1995, between Univision Television Group, Inc. and George
W. Blank
10.5 (6) Amended Employment Agreement dated as of January 1, 1996, between Univision Television Group, Inc.
and George W. Blank
10.6 (8) Amended and Restated Program License Agreement dated as of October 1, 1996 by and between Dennevar
B.V. and the Company
10.7 (8) Amended and Restated Program License Agreement dated as of October 1, 1996 by and between Univisa,
Inc. and the Company
10.8 (8) Participation Agreement dated as of October 2, 1996 by and among the Company, Perenchio, Televisa,
Venevision and certain of their affiliates
10.9 (8) International Program Rights Agreement by and among the Company, Venevision and Televisa
10.10 (8) Amended and Restated Warrants issued to Televisa dated as of October 2, 1996
10.11 (8) Amended and Restated Warrants issued to Venevision dated as of October 2, 1996
10.12 (8) Credit Agreement dated as of September 26, 1996 among Univision Communications Inc., the banks and
other financial institutions parties thereto (the "Lenders"), The Chase Manhattan Bank, N.A., a
national banking association ("Chase"), as a managing agent and Banque Paribas, a French banking
corporation ("Paribas"), as a managing agent, and Chase as administrative agent.
</TABLE>
50
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -----------------------------------------------------------------------------------------------------
<C> <S>
10.12.1(9) First Amendment to Credit Agreement dated as of April 10, 1997 (this "Amendment") to the Credit
Agreement dated as of September 26, 1996 (the "Credit Agreement") among Univision Communications,
Inc. (the "Borrower"), certain Lenders party thereto (collectively, the "Lenders"), Banque Paribas
and The Chase Manhattan Bank (collectively, the "Managing Agents") and The Chase Manhattan Bank, as
Administrative Agent (in such capacity, the Administrative Agent").
10.12.2 Second Amendment to Credit Agreement dated as of November 6, 1998 (this "Amendment") to the Credit
Agreement dated as of September 26, 1996 (as amended, the "Credit Agreement") among Univision
Communications Inc. (the "Borrower"), certain Lenders party thereto (collectively, the "Lenders"),
Paribas (as successor-in-interest to Banque Paribas) and The Chase Manhattan Bank, as Managing
Agents (collectively, the "Managing Agents") and The Chase Manhattan Bank, as Administrative Agent
(in such capacity, the "Administrative Agent").
10.13 (8) Security Agreements dated as of September 26, 1996 between Univision Communications Inc. and each of
the Guarantors (as defined therein) in favor of the Administrative Agent, for the benefit of the
Lenders
10.14.1(8) Guarantee dated as of September 26, 1996 executed by the Guarantors other than Univision Network
Limited Partnership in favor of the Administrative Agent for the benefit of the Lenders
10.14.2(8) Guarantee dated as of September 26, 1996 executed by Univision Network Limited Partnership in favor
of the Administrative Agent for the benefit of the Lenders
10.15 (7) Employment Agreement dated as of January 1, 1995 between the Network and Ray Rodriguez
10.16 (7) Amendment to Employment Agreement dated as of January 1, 1996 between the Network and Ray Rodriguez
10.17 (7) Warrants dated as of October 21, 1996 issued to The Davila Family, LLC
10.18 (6) Transponder Purchase Agreement between Univision, Inc. and Hughes Communications Satellite Services,
Inc. dated as of January 17, 1990 and assumed by the Network
10.19 (6) Transponder Service Agreement between Univision, Inc. dated as of January 17, 1990 and assumed by the
Network
10.20 (8) Amendment to Employment Agreement dated as of January 1, 1997 between Univision Television Group,
Inc. and George W. Blank
10.21 (8) Amendment to Employment Agreement dated as of January 1, 1997, between the Network and Ray Rodriguez
10.22 (8) Employment Agreement dated as of February 10, 1997, by and between the Company and Henry Cisneros
10.23 (8) Amendment to Employment Agreement dated as of February 10, 1997 by and between the Company and Henry
Cisneros
10.24 10) Amendment to Employment Agreement dated as of December 22, 1997 between Univision Television Group,
Inc. and George W. Blank
10.25 10) Amendment to Employment Agreement dated as of December 22, 1997, between the Network and Ray
Rodriguez
10.26 10) Amendment to Employment Agreement dated as of December 22, 1997 by and between the Company and Henry
Cisneros
10.27 Amendment to Employment Agreement dated as of January 1, 1999 between Univision Television Group,
Inc. and George W. Blank
10.28 Amendment to Employment Agreement dated as of January 1, 1999, between the Network and Ray Rodriguez
</TABLE>
51
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -----------------------------------------------------------------------------------------------------
<C> <S>
10.29 Amendment to Employment Agreement dated as of January 1, 1999 by and between the Company and Henry
Cisneros
10.30 11) Co-Production Agreement between the Company and Televisa
21.1 10) Subsidiaries of the Company
23.1 Consents of experts and Counsel
24.1 Power of Attorney (contained on "Signatures" page)
27.1 Financial Data Schedule
</TABLE>
- ------------------------
(1) Previously filed as an exhibit to the Registration Statement on Form S- 1 of
Univision Television Group, Inc. (File No. 33-59534)
(2) Previously filed as an exhibit to the Registration Statement on Form S-1 of
PTI Holdings, Inc. (File No. 33-66432)
(3) Previously filed as an exhibit to the Registration Statement on From S-1 of
The Univision Network Holding Limited Partnership (File No. 33-66434)
(4) Previously filed as an exhibit to PTI Holdings, Inc.'s Annual Report on Form
10K for the year ended December 31, 1993
(5) Previously filed as an exhibit to Univision Television Group, Inc.'s Annual
Report on Form 10K for the year ended December 31, 1994
(6) Previously filed as an exhibit to Univision Television Group, Inc.'s Annual
Report on Form 10K for the year ended December 31, 1995.
(7) Previously filed as an exhibit to Univision Communications Inc. Registration
Statement on Form S-1 (File No. 333-6309).
(8) Previously filed as an exhibit to Univision Communications Inc.'s Annual
Report on Form 10K for the year ended December 31, 1996.
(9) Previously filed as an exhibit to Univision Communications Inc.'s Quarterly
Report on Form 10Q for the period ended June 30, 1997.
(10) Previously filed as an exhibit to Univision Communications Inc.'s Annual
Report on Form 10K for the year ended December 31, 1997.
(11) Previously filed as an exhibit to Univision Communications Inc.'s Quarterly
Report on Form 10Q for the period ended June 30, 1998.
(B) FINANCIAL STATEMENT SCHEDULES
Schedule II--Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities Exchange Act of 1934 are not required under the
related instructions or are inapplicable, and therefore have been omitted.
(C) REPORTS ON FORM 8-K
During the three month period ended December 31, 1998, the registrant filed
no reports on Form 8-K.
52
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of Univision Communications Inc.:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of Univision Communications Inc. (a
Delaware Corporation) and subsidiaries for the years ended December 31, 1998,
1997 and 1996 included in Item 8 of this Form 10-K and have issued our report
thereon dated January 25, 1999. Our audits were made for the purpose of forming
an opinion on the basic consolidated financial statements taken as a whole. The
schedule listed in Item 14(b) of this Form 10-K is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. The schedule for the years ended December 31,
1996, 1997 and 1998 has been subjected to the auditing procedures applied in the
audit of the basic consolidated financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic consolidated financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
January 25, 1999
S-2
<PAGE>
SCHEDULE II
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DESCRIPTION
- ------------------------------------- BALANCE AT ADDITIONS DEDUCTIONS BALANCE END
BEGINNING OF ---------------------------- ------------- OF PERIOD
PERIOD CHARGED TO CHARGED TO -------------
------------- COSTS AND OTHER DEBIT
EXPENSES ACCOUNTS (CREDIT) DEBIT
DEBIT ------------- ------------- (CREDIT)
(CREDIT) DEBIT DEBIT
(CREDIT) (CREDIT)
<S> <C> <C> <C> <C> <C>
FOR THE YEAR ENDED DECEMBER 31, 1996:
Allowance for doubtful accounts...... $ (3,853) $ (2,267) $ (4,013)(4) $ 1,395 (1) $ (8,738 )
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Accumulated amortization of
intangible assets.................. $ (86,498 ) $ (31,112 ) $ (16,378 (4) $ -- $ (133,988 )
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Accumulated amortization of deferred
financing costs.................... $ (13,597 ) $ (2,934 ) $ 15,658 (5) $ 530 (2) $ (343 )
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Allowance for deferred tax asset..... $ (47,500 ) $ -- $ 5,000 (3) $ (37,000 (6) $ (79,500 )
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
FOR THE YEAR ENDED DECEMBER 31, 1997:
Allowance for doubtful accounts...... $ (8,738 ) $ (1,312 ) $ -- $ 1,466 (1) $ (8,584 )
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Accumulated amortization of
intangible assets.................. $ (133,988 ) $ (42,286 ) $ -- $ -- $ (176,274 )
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Accumulated amortization of deferred
financing costs.................... $ (343 ) $ (1,630 ) $ -- $ -- $ (1,973 )
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Allowance for deferred tax asset..... $ (79,500 ) $ 56,120 $ 23,380 (3) $ -- $ --
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
FOR THE YEAR ENDED DECEMBER 31, 1998:
Allowance for doubtful accounts...... $ (8,584 ) $ (648 ) $ -- $ 1,153 (1) $ (8,079 )
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Accumulated amortization of
intangible assets.................. $ (176,274 ) $ (43,585 ) $ -- $ -- $ (219,859 )
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Accumulated amortization of deferred
financing costs.................... $ (1,973 ) $ (1,677 ) $ -- $ -- $ (3,650 )
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
</TABLE>
- --------------------------
(1) Write-offs of accounts receivable, net of recoveries.
(2) Represents write-offs of deferred financing costs in connection with the
extinguishment of debt.
(3) Represents allocations between deferred taxes and goodwill.
(4) Network balance at date of Network acquisition (October 2, 1996).
(5) Represents write-off of deferred financing costs prior to the
Reorganization.
(6) Represents the valuation allowance for the deferred tax assets arising
during the year.
S-3
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
UNIVISION COMMUNICATIONS INC.
Report of Independent Public Accountants................................................................. F-2
Consolidated Balance Sheets at December 31, 1998 and 1997................................................ F-3
Consolidated Statements of Operations for the years ended December 31, 1998, 1997 and 1996............... F-4
Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the years ended December 31,
1996, 1997 and 1998.................................................................................... F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996............... F-6
Notes to Consolidated Financial Statements............................................................... F-8
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of Univision Communications Inc.:
We have audited the accompanying consolidated balance sheets of Univision
Communications Inc. (a Delaware Corporation) and subsidiaries as of December 31,
1998 and 1997, and the related consolidated statements of operations, changes in
stockholders' equity (deficit) and cash flows for each of the three years in the
period ended December 31, 1998. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Univision
Communications Inc. and subsidiaries as of December 31, 1998 and 1997, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1998, in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
January 25, 1999
F-2
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1998 1997
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................................................. $ 12,966 $ 10,660
Short-term investment..................................................................... -- 94
Accounts receivable, less allowance for doubtful accounts of $8,079 in 1998 and $8,584 in
1997.................................................................................... 118,408 116,849
Program rights............................................................................ 5,081 5,650
Prepaid expenses and other................................................................ 17,536 5,501
--------- ---------
Total current assets.................................................................... 153,991 138,754
Property and equipment, less accumulated depreciation of $56,988 in 1998 and $37,518 in
1997...................................................................................... 144,496 123,853
Intangible assets, less accumulated amortization of $219,859 in 1998 and $176,274 in 1997... 592,224 630,828
Deferred financing costs, less accumulated amortization of $3,650 in 1998 and $1,973 in
1997...................................................................................... 6,843 8,520
Deferred income taxes....................................................................... 22,635 53,046
Program rights, less current portion........................................................ 5,398 --
Note receivable-Entravision................................................................. 10,000 10,000
Investment in unconsolidated affiliate...................................................... 67 --
Other assets................................................................................ 2,675 2,754
--------- ---------
Total assets............................................................................ $ 938,329 $ 967,755
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities.................................................. $ 75,129 $ 74,632
Accrued interest.......................................................................... 641 1,164
Accrued license fee....................................................................... 7,572 5,374
Obligations for program rights............................................................ 438 894
Current portion of long-term debt......................................................... 69,111 61,965
--------- ---------
Total current liabilities............................................................... 152,891 144,029
Long-term debt including accrued interest, less current portion............................. 343,401 423,923
Capital lease obligations, less current portion............................................. 34,034 36,907
Other long-term liabilities................................................................. 4,265 4,547
--------- ---------
Total liabilities....................................................................... 534,591 609,406
--------- ---------
Redeemable convertible 6% preferred stock, $.01 par value, with a conversion price of
$16.34375 to Class A Common Stock (9,000 and 12,000 shares issued and outstanding at
December 31, 1998 and 1997, respectively)................................................. 9,090 12,120
--------- ---------
Stockholders' equity:
Preferred stock, $.01 par value (10,000,000 shares authorized)............................ -- --
Common stock, $.01 par value (492,000,000 shares authorized; 90,916,170 and 85,299,360
shares issued including shares in treasury, at December 31, 1998 and 1997,
respectively)........................................................................... 909 853
Paid-in-capital........................................................................... 388,772 332,328
Retained earnings......................................................................... 22,369 13,048
--------- ---------
412,050 346,229
Less common stock held in treasury (464,051 shares at cost at December 31, 1998 and zero
at December 31, 1997)................................................................... (17,402) --
--------- ---------
Total stockholders' equity.............................................................. 394,648 346,229
--------- ---------
Total liabilities and stockholders' equity.............................................. $ 938,329 $ 967,755
--------- ---------
--------- ---------
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
<TABLE>
<CAPTION>
1998 1997 1996
-------------- -------------- --------------
<S> <C> <C> <C>
Net revenues.................................................... $ 577,053 $ 459,741 $ 244,858
-------------- -------------- --------------
Direct operating expenses....................................... 220,918 159,619 58,443
Selling, general and administrative expenses.................... 160,543 137,070 79,818
Depreciation and amortization................................... 64,438 58,640 39,516
-------------- -------------- --------------
Operating income................................................ 131,154 104,412 67,081
Interest expense................................................ 35,830 40,147 36,207
Interest expense on related party debt.......................... -- -- 5,484
Amortization of deferred financing costs........................ 1,677 1,630 2,934
Special bonus award............................................. 42,608 -- --
Equity loss in unconsolidated affiliate......................... 764 -- --
Reversal of non-recurring expense of acquired station........... -- (1,059) --
Minority interest in net income of consolidated subsidiary...... -- -- (1,851)
-------------- -------------- --------------
Income before taxes and extraordinary loss on extinguishment of
debt.......................................................... 50,275 63,694 24,307
Provision (benefit) for income taxes............................ 40,348 (19,465) 5,714
-------------- -------------- --------------
Income before extraordinary loss on extinguishment of debt...... 9,927 83,159 18,593
Extraordinary loss on extinguishment of debt (net of tax benefit
of $5,485 in 1996)............................................ -- -- (8,228)
-------------- -------------- --------------
Net income...................................................... 9,927 83,159 10,365
Preferred stock dividends....................................... (606) (561) --
-------------- -------------- --------------
Net income applicable to common stockholders.................... $ 9,321 $ 82,598 $ 10,365
-------------- -------------- --------------
-------------- -------------- --------------
BASIC EARNINGS PER SHARE
Income per share available to common stockholders before
extraordinary loss............................................ $ 0.11 $ 0.97 $ 0.22
Extraordinary loss per share.................................... -- -- (0.10)
-------------- -------------- --------------
Net income per share available to common stockholders........... $ 0.11 $ 0.97 $ 0.12
-------------- -------------- --------------
-------------- -------------- --------------
Weighted average common shares outstanding...................... 86,640,888 85,238,518 85,224,360
-------------- -------------- --------------
-------------- -------------- --------------
DILUTED EARNINGS PER SHARE
Income per share available to common stockholders before
extraordinary loss............................................ $ 0.09 $ 0.71 $ 0.16
Extraordinary loss per share.................................... -- -- (0.07)
-------------- -------------- --------------
Net income per share available to common stockholders........... $ 0.09 $ 0.71 $ 0.09
-------------- -------------- --------------
-------------- -------------- --------------
Weighted average common shares outstanding...................... 116,209,052 116,345,337 115,589,660
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
RETAINED
EARNINGS / COMMON
COMMON PREFERRED PAID-IN- ACCUMULATED STOCK IN
STOCK STOCK CAPITAL (DEFICIT) TREASURY TOTAL
----------- ----------- ---------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1996................. $ -- $ 1 $ -- $ (77,058) $ -- $ (77,057)
Net income for the year.................. -- -- -- 10,365 -- 10,365
Initial Public Offering of stock......... 188 -- 215,908 -- -- 216,096
Initial Public Offering and
Reorganization costs................... -- -- (16,541) -- -- (16,541)
Stock split.............................. 662 -- (662) -- -- --
Partnership distribution in connection
with Reorganization.................... -- -- (40,000) -- -- (40,000)
UNHP equity acquired at October 2,
1996................................... -- -- (37,911) -- -- (37,911)
Acquisition of minority interest
liability at historical cost........... -- -- 6,957 -- -- 6,957
Step up acquired minority interest and
Network................................ -- -- 203,044 -- -- 203,044
Preferred stock conversion upon
Reorganization......................... 2 (1) (1) -- -- --
Dividends declared on preferred stock
prior to Reorganization................ -- -- -- (2,834) -- (2,834)
Other.................................... -- -- 111 (23) -- 88
----- --- ---------- ------------ ---------- ----------
Balance, December 31, 1996............... 852 -- 330,905 (69,550) -- 262,207
Net income for the year.................. -- -- -- 83,159 -- 83,159
Preferred stock dividends declared....... -- -- -- (561) -- (561)
Exercise of stock options, including
related tax benefits................... 1 -- 1,423 -- -- 1,424
----- --- ---------- ------------ ---------- ----------
Balance, December 31, 1997............... 853 -- 332,328 13,048 -- 346,229
Net income for the year.................. -- -- -- 9,927 -- 9,927
Preferred stock dividends declared....... -- -- -- (606) -- (606)
Contribution of Treasury shares.......... -- -- 45,011 -- (17,402) 27,609
Exercise of warrants..................... 50 -- 274 -- -- 324
Conversion of redeemable convertible 6%
preferred stock........................ 2 -- 2,998 -- -- 3,000
Exercise of stock options, including
related tax benefit.................... 4 -- 8,161 -- -- 8,165
----- --- ---------- ------------ ---------- ----------
Balance, December 31, 1998............... $ 909 $ -- $ 388,772 $ 22,369 $ (17,402) $ 394,648
----- --- ---------- ------------ ---------- ----------
----- --- ---------- ------------ ---------- ----------
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
(IN THOUSANDS)
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Net income................................................................. $ 9,927 $ 83,159 $ 10,365
Adjustments to reconcile net income to net cash from operating activities:
Depreciation............................................................. 20,853 16,354 8,405
Loss (gain) on sale of fixed assets...................................... 80 (206) --
Equity loss in unconsolidated affiliate.................................. 764 -- --
Non-cash portion of special bonus award.................................. 27,609 -- --
Amortization of intangible assets and deferred financing costs........... 45,262 43,916 34,045
Accretion of interest on Sponsor Loans................................... -- -- 7,304
Reversal of non-recurring expense of acquired station.................... -- (1,059) --
Minority interest........................................................ -- -- (1,851)
Extraordinary loss on extinguishment of debt............................. -- -- 13,713
Changes in assets and liabilities:
Accounts receivable...................................................... (1,559) (28,145) (939)
Due to the Network....................................................... -- -- (18,374)
Intangible assets........................................................ (6,436) 21,789 5,000
Deferred income taxes.................................................... 30,411 (45,484) (5,000)
Management and license fees payable...................................... 77,808 59,979 11,849
Payment of license fees.................................................. (75,610) (58,927) (7,886)
Program rights........................................................... (4,829) (626) (148)
Prepaid expenses and other assets........................................ (8,751) 2,590 (2,815)
Accounts payable and accrued liabilities................................. 1,240 4,553 (9,363)
Accrued interest......................................................... 7,943 6,322 3,969
Obligations for program rights........................................... (456) 81 (2,003)
Other, net............................................................... (161) 1,223 306
----------- ----------- -----------
Net cash provided by operating activities.................................. 124,095 105,519 46,577
----------- ----------- -----------
Cash flow from investing activities:
Acquisition of minority interest of PTIH and the Network, including
acquisition costs, net of cash acquired................................ -- -- (39,984)
Acquisition of Galavision................................................ -- -- (15,000)
Acquisition of Sacramento station........................................ -- (28,941) --
Acquisition of Bakersfield station....................................... -- (14,286) --
Proceeds from sale of fixed assets....................................... 93 404 --
Increased investment in Entravision...................................... -- -- (7,000)
Purchase of Fort Worth tower............................................. -- -- (455)
Purchase of Santa Rosa--LPTV............................................. -- (313) --
Investment in unconsolidated affiliate................................... (831) -- --
Capital expenditures..................................................... (40,984) (35,199) (12,637)
Organization costs....................................................... -- (244) (1,677)
----------- ----------- -----------
Net cash used in investing activities...................................... (41,722) (78,579) (76,753)
----------- ----------- -----------
(Continued)
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
(IN THOUSANDS)
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Cash flow from financing activities:
Proceeds from issuance of long-term debt................................. 90,000 80,000 496,000
Proceeds from the Offering............................................... -- -- 216,096
Repayment of long-term debt.............................................. (174,715) (105,597) (224,889)
Repayments of Sponsor Loans.............................................. -- -- (148,971)
Repayments of related party debt......................................... -- -- (130,952)
Payment of Offering costs................................................ -- -- (17,189)
Proceeds from Sponsor Loans.............................................. -- -- 38,381
Reduction of Sponsor Loans--Program Cost Sharing Agreement............... -- -- (5,074)
Defeasance of Senior Subordinated Notes.................................. -- -- (70,276)
Repurchase of Senior Subordinated Notes.................................. -- -- (25,881)
Advances to the Network for distribution to the Partners prior to
Reorganization......................................................... -- -- (60,000)
Advances (from) to the Network........................................... -- -- (30,209)
Exercise of options...................................................... 4,959 862 --
Exercise of warrants..................................................... 325 -- --
Preferred stock dividends paid........................................... (636) (441) --
Tax payments to Partners................................................. -- (1,500) --
Deferred financing costs................................................. -- (1,192) (9,301)
----------- ----------- -----------
Net cash provided by (used in) financing activities........................ (80,067) (27,868) 27,735
----------- ----------- -----------
Net (decrease) increase in cash............................................ 2,306 (928) (2,441)
Cash and cash equivalents, beginning of year............................... 10,660 11,588 14,029
----------- ----------- -----------
Cash and cash equivalents, end of year..................................... $ 12,966 $ 10,660 $ 11,588
----------- ----------- -----------
----------- ----------- -----------
Supplemental disclosure of cash flow information:
Interest paid during the year............................................ $ 27,589 $ 34,070 $ 31,612
----------- ----------- -----------
----------- ----------- -----------
Supplemental disclosure of non-cash transactions:
Related party notes issued in payment of preferred stock dividends....... $ -- $ -- $ 2,834
----------- ----------- -----------
----------- ----------- -----------
Supplemental disclosure of non-cash activity regarding acquisitions:
Total assets acquired, net of cash....................................... $ -- $ 55,544 $ 394,475
Liabilities assumed...................................................... -- (317) (147,829)
----------- ----------- -----------
Net assets acquired...................................................... -- 55,227 246,646
Non-cash consideration................................................... -- (12,000) (191,662)
----------- ----------- -----------
Total cash consideration............................................... $ -- $ 43,227 $ 54,984
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
See notes to consolidated financial statements.
F-7
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. ORGANIZATION AND ACQUISITION
Through October 2, 1996, Univision Communications Inc. ("UCI" or the
"Company"), formerly Perenchio Communications, Inc. ("PCI"), and its 80% owned
subsidiary, PTI Holdings, Inc. ("PTIH"), were beneficially owned by affiliates
of A. Jerrold Perenchio (together with his affiliates, "Perenchio"), affiliates
of Grupo Televisa, S.A. (together with its affiliates, "Televisa") and Dennevar,
B.V., an affiliate of Venevision International Limited (together with its
affiliates, "Venevision") (collectively, the "Principal Stockholders").
Perenchio Television, Inc. ("PTI") was a wholly owned subsidiary of PTIH, and
Univision Television Group, Inc. ("UTG") was a wholly owned subsidiary of PTI.
On December 17, 1992 (effective close of business December 16, 1992),
Univision Station Group, Inc. ("USG") and KTVW, Inc. ("KTVW") were acquired (the
"Acquisition") by Perenchio, Televisa and Venevision, with USG as the surviving
corporation changing its name to UTG.
PCI and its subsidiaries had no operations prior to the 1992 acquisition of
the station group by the Principal Stockholders for approximately $489,000,000,
including approximately $11,000,000 of acquisition costs. The Acquisition was
accounted for under the purchase method of accounting. Accordingly, the assets
acquired and liabilities assumed have been recorded at the fair values at the
date of the Acquisition. In addition to current assets and liabilities, the
purchase price was allocated principally to property and equipment of
approximately $22,000,000 and intangible assets of approximately $473,000,000.
These intangible assets comprise approximately $270,000,000 attributable to
affiliation agreements, approximately $156,500,000 attributable to FCC
television broadcast licenses and approximately $46,500,000 attributable to all
other intangible assets including goodwill. Two additional stations, in Chicago
and Houston, were acquired during 1994 for an aggregate purchase price of
$67,000,000, resulting in additional intangible assets of approximately
$64,000,000. A third station, located in Sacramento, was acquired in March 1997
for a purchase price of approximately $40,200,000, resulting in intangible
assets of approximately $39,000,000. A fourth station, located in Bakersfield,
which broadcasts in English, was acquired in October 1997 for a purchase price
of approximately $14,000,000, resulting in intangible assets of approximately
$13,800,000. In August 1998, the Company acquired a film library from the
Million Dollar Video Corporation for approximately $11,500,000, including legal
fees, resulting in intangible assets of approximately $6,400,000.
The Company recognized deferred taxes related to pre-Acquisition net
operating loss carryforwards of approximately $29,000,000. These deferred taxes
were recorded and the Acquisition goodwill was reduced by a corresponding
amount.
Through October 2, 1996, the businesses of the Company and The Univision
Network Limited Partnership (the "Network") were under separate management and
ownership structures. Notwithstanding this separation, the business operations
of the Company and the Network remained substantially dependent upon one
another. The Company is dependent upon the Network for programming and
advertising sales support, while the Company represents approximately 79% of the
Network's total broadcast distribution.
Effective with the close of business on October 2, 1996, as part of the
Offering and Reorganization, PTIH became a wholly owned subsidiary of the
Company. PTI was merged with and into PTIH. The Company and one of the Company's
subsidiaries acquired The Univision Network Holding Limited Partnership ("UNHP")
and the Network, which had existing intangible assets of approximately
F-8
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
1. ORGANIZATION AND ACQUISITION (CONTINUED)
$23,000,000. In addition, Galavision recorded $15,000,000 of intangible assets
as a result of its acquisition by the Network on June 30, 1996.
The acquisition of the minority interests of PTIH and the Network (which
included the July 1, 1996, acquisition of Galavision) has been accounted for
under the purchase method of accounting; accordingly, the Network's operating
results have been included with the Company's since October 3, 1996. The total
consideration paid in excess of the fair value of the net assets acquired
related to the minority interests of PTIH and the Network was approximately
$203,000,000. These intangible assets comprise approximately $115,000,000
attributable to affiliation agreements, approximately $79,000,000 attributable
to the FCC television broadcast licenses and approximately $9,000,000
attributable to all other intangible assets.
Televisa and Venevision also own warrants to acquire from UCI additional
common shares of UCI. These warrants cannot be exercised by either Televisa or
Venevision (or by any other non-U.S. citizen) if such exercise would result in a
violation of the foreign ownership restrictions of the Communications Act of
1934. Subject to certain restrictions, Televisa and Venevision may transfer such
warrants. If Televisa and Venevision were to exercise these warrants, their
ultimate ownership of UCI would be approximately 8% for Televisa and 20% for
Venevision.
The Company has purchased a $10,000,000 convertible promissory note from
Entravision that is convertible into an approximately 25% equity interest in
Entravision. Entravision owns 14 of the Affiliated Stations, which represent
approximately 17% of the Network's broadcast distribution. On October 30, 1998,
the Company entered into an agreement with Entravision for the sale of the FCC
broadcast license and all the assets of station KLUZ, Channel 41, Albuquerque,
New Mexico. Under the terms of the agreement, the Company will receive as
consideration $1,000,000 in cash and an option to acquire an additional 2%
equity interest in Entravision. The Federal Communications Commission ("FCC")
has approved the transaction and the Company expects to close on the sale of the
station at the end of the first quarter of 1999.
As of December 31, 1998, the Company owns and operates 12 Spanish-language,
full-power television stations serving New York, Los Angeles, Miami, San
Antonio, San Francisco, Fresno, Dallas, Phoenix, Albuquerque, Sacramento,
Houston and Chicago and 1 English-language, full-power television station in
Bakersfield. It also owns and operates 8 Spanish-language, low-power television
stations serving Hartford, Fort Worth, Philadelphia, Tucson, Austin, Santa Rosa,
Albuquerque and Bakersfield. The Company's Spanish-language television stations
are affiliated with the Spanish-language television network owned and operated
by the Network. The English-language station is affiliated with United Paramount
Network (UPN).
The following 1996 pro forma statement gives effect to the Reorganization
(including the consolidation of PCI and UNHP) as if such transactions had
occurred as of January 1, 1996, and does not purport to represent what the
Company's consolidated financial position or results of operations would
actually have been if the transactions described above, had in fact occurred on
the dates assumed or to project consolidated financial position or result of
operations for any future date or period.
F-9
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
1. ORGANIZATION AND ACQUISITION (CONTINUED)
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED DECEMBER 31,
----------------------------------------------
HISTORICAL
------------------------------
1998 1997
-------------- -------------- PRO FORMA
1996
--------------
(UNAUDITED)
<S> <C> <C> <C>
Net revenues.................................................... $ 577,053 $ 459,741 $ 370,289
-------------- -------------- --------------
Direct operating expenses....................................... 220,613 159,387 122,313
Selling, general and administrative expenses.................... 148,063 126,076 98,265
Corporate charges............................................... 12,785 11,226 9,596
Depreciation and amortization................................... 64,438 58,640 55,049
-------------- -------------- --------------
Operating income................................................ 131,154 104,412 85,066
Interest expense................................................ 35,830 40,147 39,548
Amortization of deferred financing costs........................ 1,677 1,630 1,459
Special bonus award............................................. 42,608 -- --
Equity loss in unconsolidated affiliate......................... 764 -- --
Reversal of non-recurring expense of acquired station........... -- (1,059) --
-------------- -------------- --------------
Income before taxes and extraordinary loss on extinguishment of
debt.......................................................... 50,275 63,694 44,059
Provision (benefit) for income taxes............................ 40,348 (19,465) 7,728
-------------- -------------- --------------
Income before extraordinary loss on extinguishment of debt...... 9,927 83,159 36,331
Extraordinary loss on extinguishment of debt (net of tax benefit
of $7,455 in 1996)............................................ -- -- (11,186)
-------------- -------------- --------------
Net income...................................................... 9,927 83,159 25,145
Preferred stock dividends....................................... (606) (561) --
-------------- -------------- --------------
Net income applicable to common stockholders.................... $ 9,321 $ 82,598 $ 25,145
-------------- -------------- --------------
-------------- -------------- --------------
BASIC EARNINGS PER SHARE
Income per share available to common stockholders before
extraordinary loss............................................ $ 0.11 $ 0.97 $ 0.43
Extraordinary loss per share.................................... -- -- (0.13)
-------------- -------------- --------------
Net income per share available to common stockholders........... $ 0.11 $ 0.97 $ 0.30
-------------- -------------- --------------
-------------- -------------- --------------
Weighted average common shares outstanding...................... 86,640,888 85,238,518 85,224,360
-------------- -------------- --------------
-------------- -------------- --------------
DILUTED EARNINGS PER SHARE
Income per share available to common stockholders before
extraordinary loss............................................ $ 0.09 $ 0.71 $ 0.31
Extraordinary loss per share.................................... -- -- (0.09)
-------------- -------------- --------------
Net income per share available to common stockholders........... $ 0.09 $ 0.71 $ 0.22
-------------- -------------- --------------
-------------- -------------- --------------
Weighted average common shares outstanding...................... 116,209,052 116,345,337 115,589,660
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>
F-10
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements include the accounts and operations of
the Company and reflect the acquisitions described above under the purchase
method of accounting. All significant intercompany accounts and transactions
have been eliminated. Certain reclassifications have been made to the prior
year's financial statements to conform to the current year's presentation.
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 reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
The Company's operations and its ability to grow may be affected by numerous
factors, including changes in audience tastes, priorities of advertisers, new
laws and governmental regulations and policies, changes in broadcast technical
requirements, technological advances, entry of new competitors and changes in
the willingness of financial institutions and other lenders to finance
television-station acquisitions and operations. The Company cannot predict
which, if any, of these or other factors might have a significant impact on the
television industry in the future, nor can it predict what impact, if any, the
occurrence of these or other events might have on the Company's operations.
PROPERTY AND EQUIPMENT AND RELATED DEPRECIATION
Property and equipment is carried on the basis of cost. Depreciation is
provided using the straight-line method over the estimated useful lives of the
assets. Buildings and improvements are depreciated over 5 to 20 years, broadcast
and other equipment over 3 to 7 years. Leasehold improvements are amortized over
the remaining life of the lease. Depreciation and amortization include
depreciation on property and equipment of $20,853,000 in 1998, $16,354,000 in
1997 and $8,405,000 in 1996, of which $17,966,000, $14,428,000 and $7,346,000,
respectively, relate to direct operating expense and $2,887,000, $1,926,000 and
$1,059,000, respectively, relate to selling, general and administrative
expenses.
INTANGIBLE ASSETS
Intangible assets consist of amounts by which the cost of acquisitions
exceeded the fair values assigned to net tangible assets. The intangible assets
primarily represent broadcasting licenses, Network affiliation agreements,
organization costs and goodwill. Organization costs are amortized over a
five-year period, and substantially all other intangible assets are amortized on
the straight-line method over 20 years.
Subsequent to acquisitions, the Company continually evaluates whether later
events and circumstances have occurred which indicate that the remaining
estimated useful life of intangible assets may warrant revision or that the
remaining balance of such assets may not be recoverable. When factors indicate
that intangible assets should be evaluated for possible impairment, the Company
uses an estimate of the nondiscounted operating income over the remaining life
of the intangible assets in measuring whether the intangible assets are
recoverable.
F-11
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DEFERRED FINANCING COSTS
Deferred financing costs are amortized over the life of the related debt or,
in the case of interest rate protection instruments, over the period of the
instrument.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As of December 31, 1998 and 1997, accounts payable and accrued liabilities
comprise the following (in thousands):
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Trade accounts payable and accruals..................................... $ 42,467 $ 38,720
Severance and litigation costs.......................................... 6,700 10,151
Acquired stations integration costs..................................... 2,334 3,405
Facility consolidation costs............................................ 860 1,469
Research costs.......................................................... 774 873
Accrued compensation.................................................... 13,391 10,685
Other................................................................... 8,603 9,329
--------- ---------
$ 75,129 $ 74,632
--------- ---------
--------- ---------
</TABLE>
MINORITY INTEREST
The minority interest in PTIH was acquired by the Company effective October
2, 1996. Minority interest represented the 20% interest in PTIH held by minority
stockholders. Additionally, it included the PTIH consolidated preferred stock
and related dividends due minority stockholders. To the extent that the minority
interest in the book value of PTIH represented an asset, the Company charged the
asset against the majority interest. Subsequent profits earned by PTIH
applicable to the minority interest were allocated to the majority interest to
the extent that minority losses had been previously absorbed by the majority
stockholder.
PROGRAM RIGHTS FOR TELEVISION BROADCAST
Costs incurred in connection with the production of or purchase of rights to
programs to be broadcast within one year are classified as current assets, while
costs of those programs to be broadcast subsequently are considered noncurrent.
Program costs are charged to expense as the programs are broadcast.
NET REVENUES
Net revenues comprise gross revenues, including subscriber fees, a Network
service fee payable to the Network by the affiliated stations, less agency
commissions and an allocation of Network revenues to the affiliates. Gross
revenues and the related agency commissions and allocation to the affiliates are
recognized when advertising spots are broadcast. No one advertiser represented
more than 10% of gross advertising revenues of the Company in 1998, 1997 or
1996.
F-12
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EARNINGS PER SHARE
In December 1997, the Company adopted the Statement of Financial Accounting
Standards (SFAS) No. 128 "Earnings per Share," which supersedes Accounting
Principles Board (APB) Opinion No. 15 "Earnings per Share" for calculating
earnings per share. Under the guidelines of SFAS No. 128, the Company is
required to calculate basic earnings per share, which is computed by dividing
income available to common stockholders (the numerator) by the weighted-average
number of common shares outstanding (the denominator) during the period. Income
available to common stockholders is computed by deducting both the dividends
declared in the period on preferred stock (whether or not paid) and dividends
accumulated for the period on cumulative preferred stock (whether or not earned)
from income from continuing operations and also net income. The Company is also
required to compute diluted earnings per share, which is similar to basic
earnings per share, except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
dilutive potential common shares had been issued. In addition, in computing the
dilutive effect of convertible securities, the numerator is adjusted to add back
the convertible preferred stock dividends.
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Statement establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. The
Statement requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income statement and requires
that a company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting.
SFAS 133 is effective for fiscal years beginning after June 15, 1999. SFAS
133 cannot be applied retroactively. SFAS 133 must be applied to (a) derivative
instruments and (b) certain derivative instruments imbedded in hybrid contracts
that were issued, acquired, or substantively modified after December 31, 1997
(and, at the company's election, before January 1, 1998).
Currently, the Company expects the impact of adopting SFAS 133 will be
immaterial.
COMMON STOCK SPLIT
On December 3, 1997, the Board of Directors approved a two-for-one stock
split for all common stockholders of record as of December 17, 1997. The common
stock split became effective on January 12, 1998, and each stockholder received
one new share of common stock for each outstanding share of the Company's common
stock held as of the record date. All references to the number of shares and to
per-share data included in the consolidated financial statements and footnotes
have been adjusted to reflect the stock split on a retroactive basis.
F-13
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
Income taxes are recognized during the year in which transactions enter into
the determination of financial statement income. Deferred taxes are provided for
temporary differences between amounts of assets and liabilities for financial
reporting purposes and such amounts as measured by tax laws (see Note 9).
3. RELATED PARTY TRANSACTIONS
In the normal course of business, the Company engaged in significant
transactions with the Network during the period January 1, 1996, through October
2, 1996, and through various other agreements with the Principal Stockholders,
as described below.
(a) The Company
NETWORK AFFILIATION AGREEMENTS
During the period January 1, 1996, through October 2, 1996, pursuant to
Network Affiliation Agreements, the Network acted as the Company's exclusive
sales representative for the sale of all national spot and Network advertising.
The Network allocated a portion of Network advertising revenues to the Company's
stations based on a formula. Proceeds of Network sales were remitted to the
Company by the Network, net of an agency commission and a Network service fee,
as described below. National spot sales represent time sold on behalf of the
Company's stations by the national spot sales force. Through December 31, 1997,
the national spot sales force was employed by the Network. Effective January 1,
1998, the national spot sales force was transferred to UTG.
The Network was obligated to offer programming to the Company and its
Affiliated Stations for a minimum of 84 hours per week. For this service, during
the period January 1, 1996, through October 2, 1996, the Company incurred a
Network service fee due the Network of 38% of its net local, national and
Network sales revenues, subject to certain adjustments. The Network received two
minutes of air time for its own use each hour, for which no compensation was
received by the Company. Under UCI, the arrangements described above continued
through December 31, 1998. Net revenues for the period January 1, 1996, through
October 2, 1996, include $114,117,000 in gross revenues, representing the
Company's allocation of Network sales, partially offset by a Network service fee
of $86,320,000 for the period January 1, 1996, through October 2, 1996.
(b) Principal Stockholders
SUBORDINATED NOTES PAYABLE--SEE NOTE 5.
SPONSOR LOANS
Prior to the Reorganization, and in connection with the acquisition of UTG
and the Network and the related financing, Televisa and Venevision had agreed to
provide loans to UTG approximately 15 days after the end of each quarter in
amounts as required by its senior lenders subject to certain thresholds (as
defined) on UTG and the Network ("Sponsor Loans"). The obligation to make such
loans terminated when the Company and the Network distributed to the Principal
Stockholders the aggregate amount of $100,000,000 through dividends or other
distributions (the "Return of Initial Financing"). Each Sponsor Loan was
subordinated to all bank debt and Senior Subordinated Notes (third-party
acquisition financing), had an initial term of 15 years, bore interest at a rate
of the lesser of the prime rate or 10% and required no payment of interest or
principal until maturity.
F-14
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
3. RELATED PARTY TRANSACTIONS (CONTINUED)
The Sponsor Loans were guaranteed by the Network and PTIH. Such guarantees
were subordinated to the Network guarantee of third-party acquisition financing.
Upon the Return of Initial Financing, the holders of the Sponsor Loans could
convert them to conversion notes, which would have been similar to the Sponsor
Loans with respect to subordination and interest but would have been payable in
seven annual installments, subject to certain restrictions. The Sponsor Loans
were made quarterly in arrears approximately 15 days after quarter end. During
1996, Sponsor Loans were made totaling $38,381,000. As of October 2, 1996,
accrued interest on these loans totaled $18,356,000. On October 2, 1996, in
connection with the Reorganization, the Company paid the principal and interest
on all outstanding Sponsor Loans.
In March 1996, Televisa and Venevision assigned to the Network $5,074,000 of
Sponsor Loans owed to them by the Company. The assignment was in lieu of payment
for program production costs, under the Program Cost-Sharing Agreements, to be
incurred by the Network in the first and second quarters of 1996. This
assignment was shown as a reduction to the Company's Sponsor Loans amount and an
increase in the Due to the Network liability. The payment for production costs
for the third-quarter of 1996 of $4,500,000 was offset against the third-quarter
license fee payment due under the Program License Agreement.
PROGRAM LICENSE AGREEMENTS
In connection with the Reorganization, the Program License Agreements were
amended, the Program Cost-Sharing Agreement (which required Televisa and
Venevision to reimburse the Company for one-half of the cost of certain
productions produced or acquired by the Company) was terminated and the
management fee to the principal Stockholders of 3% of Combined Net Time Sales
(as defined in the Program License Agreement) was eliminated. Under the amended
Program License Agreements, the royalty rate was 11% of Combined Net Time Sales
from the date of Reorganization through December 31, 1996, and 13.5% for 1997,
and it is 15% for all years thereafter until the termination of the agreements
on December 17, 2017.
Additionally, pursuant to the Program License Agreements, Televisa and
Venevision have the right to use, without charge, advertising time that we do
not sell to advertisers or that we do not use. There are limitations on the
ability of Televisa and Venevision to use such time for telemarketing products
and such time may be preempted to the extent sold to a paying advertiser.
Televisa and Venevision may each also purchase for its own use non-preemptable
time at the lowest spot rate for the applicable time period. During 1998,
Televisa purchased non-preemptable time from the Company, which resulted in
advertising revenues of approximately $2,700,000.
SPECIAL BONUS AWARD
On May 13, 1998, the Board of Directors of Univision Communications Inc.
adopted the Univision Communications Inc. 1998 Stock Bonus Plan and vested the
Compensation Committee of the Company with the authority to select employees to
receive awards and to determine the value of the awards granted to the selected
employees. On May 13, 1998, a major stockholder contributed 1,354,665 shares of
Class P Common Stock to the Company, which were converted to Class A Common
Shares and placed in the Company's treasury. On May 27, 1998, under the
Univision Communications Inc. 1998 Stock Bonus Plan, the Company granted 890,614
shares of Class A Common Stock to selected employees. These transactions
resulted in a pre-tax income statement charge of $42,608,000, which consists of
non-cash compensation of $27,609,000 and required tax withholdings remitted by
the Company of $14,999,000, as well as an increase
F-15
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
3. RELATED PARTY TRANSACTIONS (CONTINUED)
to paid-in-capital of $45,011,000. The net income effect on the 12 months ended
December 31, 1998, was a reduction of $29,084,000, net of the $13,524,000
related tax benefit. The tax benefit was reduced by $3,493,000 due to the effect
of non-deductible excess compensation of $8,541,000. The Company has retained
the remaining 464,051 shares, with a book value of $17,402,000, in its treasury.
PROPERTY AND EQUIPMENT
Property and equipment, and accumulated depreciation and amortization,
consist of the following as of December 31, 1998 and 1997 (in thousands):
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Land and improvements................................................. $ 7,396 $ 6,981
Building and improvements............................................. 36,443 23,576
Broadcast equipment................................................... 86,016 63,572
Leased transponder equipment.......................................... 41,577 41,577
Other equipment....................................................... 17,800 12,177
Construction in progress.............................................. 12,252 13,488
---------- ----------
201,484 161,371
Accumulated depreciation and amortization............................. (56,988) (37,518)
---------- ----------
$ 144,496 $ 123,853
---------- ----------
---------- ----------
</TABLE>
5. DEBT
Long-term debt (excluding capital leases--see Note 6) consists of the
following as of December 31, 1998 and 1997 (in thousands):
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Bank Term Facility.................................................... $ 301,000 $ 360,000
Revolving Credit Facility............................................. 32,250 55,000
Junior Subordinated Notes payable including accrued interest.......... 76,151 67,685
Other................................................................. 238 651
---------- ----------
409,639 483,336
Less current portion.................................................. (66,238) (59,413)
---------- ----------
Long-term debt........................................................ $ 343,401 $ 423,923
---------- ----------
---------- ----------
</TABLE>
In connection with the Reorganization, the Company entered into a new bank
facility (the "New Bank Facility") with a syndicate of commercial banks and
other lenders. The New Bank Facility consists of a $400,000,000 amortizing term
loan (the "Term Facility") with a final maturity of December 31, 2003, and a
$200,000,000 reducing revolving credit facility (the "Revolving Credit
Facility") maturing on the same date.
F-16
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
5. DEBT (CONTINUED)
The New Bank Facility also permits the lenders thereunder to advance up to
an additional $250,000,000 of term loans (the "Incremental Facility"), although
there are no commitments at this time to lend any such additional amounts.
The Term Facility amortizes quarterly, with $46,000,000 required to be
repaid during 1999. During 1998, the Company paid $49,000,000. In addition, in
the first quarter of 1998, the Company made a $10,000,000 prepayment against its
Term Facility as a result of its annual "excess cash flow" calculation based on
its 1997 operating results. The payment was funded by an increase in the
Revolving Credit Facility and subsequently repaid within the quarter with cash
from operations. In the first quarter of 1999, the Company will make a
$20,000,000 prepayment against its Term Facility as a result of its annual
"excess cash flow" calculation based on its 1998 operating results. The payment
is expected to be funded by an increase in the Revolving Credit Facility. The
Revolving Credit Facility has quarterly scheduled reductions in availability of
$2,500,000 per quarter during 1999. If any loans are made available under the
Incremental Facility, such loans will be amortized beginning on September 30,
1999, and are required to be repaid in full on or before August 31, 2004.
At December 31, 1998, the Company had approximately $418,000,000 available
to borrow through a combination of its Revolving Credit and Incremental
Facilities.
In addition to the scheduled amortization of the Term Facility and scheduled
reductions of the Revolving Credit Facility described above, 66 2/3% of "excess
cash flow" of the Company (50% if certain leverage tests are satisfied) will be
applied each year, first to ratably reduce loans made under the Term Facility
and the Incremental Facility, and thereafter to reduce the availability under
the Revolving Credit Facility. In addition, proceeds from the sale or other
disposition of assets outside the ordinary course of business and 80% of the
proceeds of equity offerings by the Company will be similarly applied. Any such
mandatory prepayments will ratably reduce each remaining installment or
scheduled reduction of the Term Facility, the Revolving Credit Facility or the
Incremental Facility.
The New Bank Facility may be voluntarily prepaid by the Company at any time
without premium or penalty.
Loans made under the New Bank Facility bear interest, which includes
interest rate margin costs, determined by reference to the ratio of the
Company's total indebtedness to EBITDA for the four fiscal quarters most
recently concluded (the "Leverage Ratio"). The interest rate margins applicable
to the Eurodollar (Libor) loans range from 0.35% to 1.00% per annum.
Furthermore, there are no interest rate margins applicable to prime rate loans.
At December 31, 1998, the interest rate applicable to the Company's Eurodollar
loans was approximately 6.00%, which includes an interest rate margin cost of
0.35%, and the interest rate applicable to all prime rate loans was 7.75%.
The New Bank Facility is guaranteed by the Company's subsidiaries and is
secured by a security interest in substantially all of the personal property
assets of the Company and its subsidiaries (subject to limitations of federal
law in the case of FCC licenses of the O&Os).
The New Bank Facility contains limitations on the incurrence of debt and
liens by the Company and its subsidiaries, the payment of cash common stock
dividends, the disposition of assets, financial performance tests and other
restrictions typical of leveraged credits.
F-17
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
5. DEBT (CONTINUED)
In addition to customary events of default, it will be an event of default
if a change of control occurs (defined as a person or persons other than A.
Jerrold Perenchio or his permitted transferees gaining voting control of the
Company).
The Junior Subordinated Notes, which have a face value of $10,306,000 and
$61,094,000 and bear simple interest at 7%, were originally payable by PTIH and
UNHP, respectively, to Hallmark Cards, Inc. ("Hallmark") in connection with the
Acquisition from Hallmark (the "Junior Subordinated Notes"). Hallmark has since
sold the Junior Subordinated Notes to a third party, which resold them to the
public as a series of notes. The Junior Subordinated Notes are unsecured; all
interest and principal is due on December 17, 2002. As part of the acquisition
of the Network, the Company acquired the obligation under the Junior
Subordinated Notes with the face value of $61,094,000 during 1996. The Junior
Subordinated Notes were discounted at an effective rate of approximately 12.5%
in accordance with the purchase method of accounting. The discounts on the
Junior Subordinated Notes with a face value of $71,400,000 are $25,429,000 and
$28,896,000 at December 31, 1998 and 1997, respectively. The discounts, which
are shown as a reduction of the related debt, are being amortized under the
interest method over the term of the Junior Subordinated Notes.
During 1996 and as part of the Reorganization, the Company purchased and
defeased the Senior Subordinated Notes. The Senior Subordinated Notes were
scheduled to mature on January 15, 2001, and were subordinate to all Senior
Indebtedness of the Company, including amounts outstanding under the Old Bank
Facility. The Senior Subordinated Notes accrued interest at a rate of 11 3/4%,
payable semi-annually on January 15 and July 15.
As part of the Reorganization, the Company paid the balance of the Related
Party Senior Subordinated Notes. The Related Party Senior Subordinated Notes
represented notes due to affiliates of Televisa and Venevision. The notes were
scheduled to mature on December 16, 2003, and were subordinate to all Senior
Indebtedness of the Company, including amounts outstanding under the Old Bank
Facility. The Notes accrued interest at a rate equal to the AFR average rate,
which was 6.99% at December 31, 1995. Also, notes to the Principal Stockholders
(at the PCI level) that were scheduled to mature on December 17, 2003, accrued
interest at a rate of 6.36%.
As part of the Reorganization, the Company paid the balance of the Related
Party Subordinated Debt. The Related Party Subordinated Debt represented debt
due to affiliates of Televisa and Venevision. The notes were scheduled to mature
on December 16, 2005, and were subordinate to all indebtedness of the Company,
including amounts outstanding under the Old Bank Facility. The Related Party
Subordinated Debt accrued interest at a rate equal to 0.5% per annum in excess
of the AFR average rate, which was 7.49% at December 31, 1995. Also, notes to
Principal Stockholders that were scheduled to mature on December 31, 2005,
accrued interest at a rate of 6.86%.
The accrued interest payable on the Related Party Senior Subordinated Notes
and the Related Party Subordinated Debt was $12,120,000 at December 31, 1995.
Interest expense was $5,484,000 in 1996.
As part of the Reorganization, the Company paid the balance of the Senior
Subordinated Debt-Principal Stockholders (at the PTIH level). The Senior
Subordinated Debt-Principal Stockholders was scheduled to mature on December 16,
2003, and was subordinate to all Senior Indebtedness of the Company, including
amounts outstanding under the Old Bank Facility. The Senior Subordinated Debt-
Principal Stockholders accrued interest at a rate of 6.6% and was payable on
December 16, 2003. The debt
F-18
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
5. DEBT (CONTINUED)
arose from the preferred stock dividends, which were declared by PTIH to the
minority stockholders, effective December 31, 1995. These dividends were
reflected as minority interest in the Company's 1995 financial statements.
Long-term debt (excluding capital leases--see Note 6) matures as follows (in
thousands):
<TABLE>
<CAPTION>
AMOUNT
----------
<S> <C>
Year ending December 31:
1999.............................................................................. $ 66,238*
2000.............................................................................. 54,000
2001.............................................................................. 63,500
2002.............................................................................. 149,151
2003.............................................................................. 76,750
Thereafter........................................................................ --
----------
Total $ 409,639
----------
----------
</TABLE>
- ------------------------
* excludes $2,873 of capital leases
The Company estimates that the fair value of the bank debt and the Junior
Subordinated Notes at December 31, 1998, approximates book value.
Interest expense, net, reflected in the accompanying consolidated statements
of operations is comprised of the following for the years ended December 31, (in
thousands):
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Bank Facility................................................ $ 23,959 $ 29,270 $ 17,249
Senior Subordinated Notes.................................... -- -- 11,048
Junior Subordinated Notes.................................... 8,465 7,525 964
Sponsor Loans................................................ -- -- 7,304
Related party................................................ -- -- 5,484
Capital leases (see Note 6).................................. 3,544 3,775 913
Other--net................................................... (138) (423) (1,271)
--------- --------- ---------
$ 35,830 $ 40,147 $ 41,691
--------- --------- ---------
--------- --------- ---------
</TABLE>
6. COMMITMENTS
The Company is obligated under long-term operating leases expiring at
various dates through 2017 for office, studio, automobile, tower and transponder
rentals. The Company is also obligated under long-term
F-19
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
6. COMMITMENTS (CONTINUED)
capital lease obligations through 2011. The following is a schedule by year of
future annual rentals under operating and capital leases as of December 31, 1998
(in thousands):
<TABLE>
<CAPTION>
OPERATING CAPITAL
LEASES LEASES
----------- ---------
<S> <C> <C>
Year ending December 31:
1999.................................................................... $ 8,561 $ 6,336
2000.................................................................... 7,828 6,336
2001.................................................................... 7,385 6,336
2002.................................................................... 5,995 6,336
2003.................................................................... 5,531 6,336
Thereafter.............................................................. 39,883 25,406
----------- ---------
Total minimum lease payments............................................ $ 75,183 57,086
-----------
-----------
Less interest and executory costs....................................... (20,179)
---------
Total present value of minimum lease payments........................... 36,907
Current portion......................................................... (2,873)
---------
Capital lease obligation, less current portion.......................... $ 34,034
---------
---------
</TABLE>
Rent expense totaled $10,315,000 in 1998, $8,320,000 in 1997 and $4,900,000
in 1996.
In June 1998, the Company entered a new five-year contract with Nielsen
Media Research ("Nielsen"), expiring in the year 2002, to provide television
audience measurement services. The aggregate payment under the contract is
approximately $24,000,000, payable over five years in increasing installments,
with an aggregate payment remaining under the contract of approximately
$19,000,000 at December 31, 1998. The O&Os have various Nielsen contracts
extending from November 1992 to December 2003 with aggregate payments of
approximately $29,000,000. At December 31, 1998, the aggregate payments
remaining under these contracts is approximately $9,400,000, with most of the
O&Os' contracts expiring in October 1999.
As of December 31, 1998, the Company is committed to pay minimum annual base
compensation approximating $7,000,000, pursuant to major talent contracts
through December 31, 1999. These payments do not include amounts payable upon
the attainment of certain annual revenue levels or upon the performance of other
contractual provisions.
In 1998, a joint venture between the Company and Home Shopping Network
Capital LLC formed Home Shopping Network En Espanol LLC. The joint venture has
created a live, Spanish-language television shopping service intended for
distribution in the United States, Latin America, Portugal and Spain. On March
30, 1998, Home Shopping Network En Espanol LLC began broadcasting three hours of
programming seven days a week on Galavision, the Company's Spanish-language
cable network. Under the terms of the agreement, the Company and Home Shopping
Network Capital LLC have approximately equal interest in the joint venture. The
Company's annual contribution to the joint venture during 1998 was $831,000. The
annual capital contributions estimated to be required to be made by each party
under the agreement are $3,500,000 in 1999 and $1,669,000 in 2000, with a
maximum capital contribution limit of $6,000,000 over a five-year period. The
Company accounts for its investment in Home Shopping Network
F-20
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
6. COMMITMENTS (CONTINUED)
En Espanol LLC under the equity method. No assurance can be given that the joint
venture will be successful.
7. EMPLOYEE BENEFITS
The Company has a 401(k) retirement savings plan (the "Plan") covering all
eligible employees who have completed one year of service. The Plan allows the
employees to defer a portion of their annual compensation, and the Company may
match a portion of the employees' contributions. For the years ended December
31, 1998, 1997 and 1996, the Company made matching contributions to the Plan
totaling $3,694,000, $1,430,000 and $817,000, respectively. Effective January 1,
1998, the Company began matching 100% of the first 6% of eligible compensation
that employees contribute to the plan. This represents an increase over the 1997
and 1996 matching, during which time the Company matched 75% of the first 4% of
employees' contributions.
8. CONTINGENCIES
There are various legal actions and other claims pending against the Company
incidental to its business and operations. In the opinion of management, the
resolution of these matters will not have a material effect on the consolidated
financial position or results of operations.
The Network, primarily located in Miami and acquired October 2, 1996,
accounted for 51% of the Company's gross advertising revenues in 1998, 49% in
1997 and 22% in 1996. The Network accounted for 48% of trade accounts receivable
as of December 31, 1998, and 52% in 1997. The Company's station serving Los
Angeles accounted for 17%, 18% and 29% of the Company's gross advertising
revenues in 1998, 1997 and 1996, respectively, and 17% and 16% of trade accounts
receivable as of December 31, 1998 and 1997, respectively. The Company's station
serving Miami accounted for 9%, 10% and 15% of the Company's gross advertising
revenues in 1998, 1997 and 1996, respectively, and 9% of trade accounts
receivable as of December 31, 1998 and 1997.
The Company maintains insurance coverage for various risks, where deemed
appropriate by management, at rates and on terms which management considers
reasonable. The Company self-insures certain portions of its employee health
benefits as well as the deductible portion of certain insurance coverage for
various risks, including those associated with windstorm and earthquake damage.
The Company has recorded estimated liabilities for these uninsured portions of
risks. In management's opinion, the potential exposure in future periods, if
uninsured losses in excess of amounts provided were to be incurred, would not be
material to the consolidated financial position or results of operations.
F-21
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
9. INCOME TAXES
The Company files a consolidated federal income tax return. The income tax
provision (benefit) for the years ended December 31, 1998, 1997 and 1996
comprised the following charges (benefits)(in thousands):
<TABLE>
<CAPTION>
1998 1997 1996
--------- ---------- ---------
<S> <C> <C> <C>
Provision relating to debt extinguishment................... $ -- $ -- $ 5,485
Current:
Federal................................................... 5,832 -- --
State..................................................... 4,105 2,300 229
Deferred:
Federal................................................... 28,273 (19,044) --
State..................................................... 2,138 (2,721) --
--------- ---------- ---------
Total....................................................... $ 40,348 $ (19,465) $ 5,714
--------- ---------- ---------
--------- ---------- ---------
</TABLE>
In 1996, the provision relating to debt extinguishment was based on an
effective rate of 40%. This tax provision was offset by an income tax benefit
arising from the extraordinary loss on the extinguishment of debt. The deferred
income tax benefit in 1997 comprises a federal and state provision of
$34,355,000, offset by a benefit of $56,120,000 resulting from the decrease in
the deferred tax asset valuation allowance.
The Company accounts for income taxes under the liability method pursuant to
Statement of Financial Accounting Standards (SFAS) No. 109 "Accounting for
Income Taxes." Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of the Company's deferred tax assets and liabilities as of December
31, 1998 and 1997 are as follows (in thousands):
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Deferred tax assets:
Property and equipment net value..................................... $ 3,700 $ 13,400
Intangible assets net value.......................................... 400 1,200
Accrued insurance and litigation..................................... 1,700 2,300
Accrued vacation..................................................... 1,000 800
Deferred compensation................................................ 2,200 2,400
Purchase accounting accruals......................................... 1,900 2,900
Allowance for doubtful accounts...................................... 1,100 700
Charitable contributions carryforwards............................... 1,400 1,400
Alternative minimum tax credit....................................... -- 1,800
Other differences.................................................... (65) 5,946
Net operating loss carryforwards..................................... 9,300 20,200
--------- ---------
Total deferred tax assets............................................ $ 22,635 $ 53,046
--------- ---------
--------- ---------
</TABLE>
At December 31, 1998, the Company had net operating loss carryforwards of
$20,400,000 that expire in years 2004 and 2005, resulting from the 1992
acquisitions. The tax benefit relating to the recognition of these items was
applied to reduce goodwill related to the acquisitions. At December 31, 1997,
based on
F-22
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
9. INCOME TAXES (CONTINUED)
three consecutive quarters of consistent profits and an evaluation of continuing
profitability into the future, the Company eliminated the deferred tax asset
valuation allowance, resulting in a book deferred tax benefit of $56,120,000 and
a reduction of intangible assets of $23,380,000.
Concurrent with the Offering and Reorganization, the Company recorded
goodwill of $203,000,000, representing the consideration given in excess of the
net assets related to the acquisition of the minority interests in PTIH and the
Network. The amortization of this goodwill is not deductible for tax purposes,
and, in accordance with SFAS No. 109, no deferred tax liability was accrued.
Consequently, in future periods, the Company's effective tax rate provided will
be greater than the statutory rate. Therefore, for financial reporting purposes,
including the above non-deductible goodwill, at December 31, 1998, the Company
has remaining intangible assets of $592,224,000 that are being amortized over
the next 20 years. For tax purposes, as of December 31, 1998, the Company has
remaining intangible assets of $112,805,000, of which $9,938,000 is expected to
be deductible in 1999 and the balance is expected to be deductible over 15
years. The non-deductible intangible amortization permanent difference was
$34,897,000 and $18,492,000 for the years ended December 31, 1998 and 1997,
respectively.
For the years ended December 31, 1998 and 1997, a reconciliation of the
federal statutory tax rate to the Company's effective tax rate is as follows:
<TABLE>
<CAPTION>
1998 1997
--------- -----------
<S> <C> <C>
Federal statutory tax rate................................................. 35.0% 35.0%
State and local income taxes, net of federal tax benefit................... 5.9 5.4
Junior Subordinated Notes.................................................. 1.8 1.2
Goodwill amortization...................................................... 29.0 13.5
Non-deductible portion of total compensation............................... 7.1 --
Other...................................................................... 1.5 2.4
--- -----
80.3..... 57.5
Decrease in deferred tax asset valuation allowance......................... -- (88.1)
--- -----
Total effective tax rate................................................... 80.3% (30.6)%
--- -----
--- -----
</TABLE>
10. EARNINGS PER SHARE
The following is the reconciliation of the numerator and the denominator of
the basic and diluted earnings-per-share computations for "Income (loss) before
extraordinary loss on extinguishment of debt" required by SFAS No. 128 (Earnings
Per Share):
F-23
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
10. EARNINGS PER SHARE (CONTINUED)
(Dollars in thousands, except for share and per-share data):
<TABLE>
<CAPTION>
FOR THE YEAR ENDED 1998 FOR THE YEAR ENDED 1997
----------------------------------------- -----------------------------------------
INCOME SHARES PER-SHARE INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
------------- ------------- ----------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Income before extraordinary items... $ 9,927 $ 83,159
Less preferred stock dividends...... (606) (561)
------ -------------
Basic Earnings Per Share
Income before extraordinary items
per share available to common
stockholders.................... 9,321 86,640,888 $ 0.11 82,598 85,238,518 $ 0.97
----- -----
Effect of Dilutive Securities
Warrants.......................... -- 27,393,259 -- 28,795,768
Options........................... -- 1,557,672(a) -- 1,576,826(b)
Convertible Preferred Stock(c).... 606 617,233 561 734,225
------ ------------- ------------- -------------
Diluted Earnings Per Share
Income before extraordinary items
per share available to common
stockholders.................... $ 9,927 116,209,052 $ 0.09 $ 83,159 116,345,337 $ 0.71
------ ------------- ----- ------------- ------------- -----
------ ------------- ----- ------------- ------------- -----
</TABLE>
<TABLE>
<CAPTION>
FOR THE YEAR ENDED 1996
----------------------------------------
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
------------ ------------- -----------
<S> <C> <C> <C>
Income before extraordinary loss......................................... $ 18,593
Less preferred stock dividends........................................... --
------------
Basic Earnings Per Share
Income before extraordinary items per share available to common
stockholders......................................................... 18,593 85,224,360 $ 0.22
-----
-----
Effect of Dilutive Securities
Warrants............................................................... -- 28,779,416
Options................................................................ -- 1,423,262
Convertible Preferred Stock(c)........................................... -- 162,622
------------ -------------
Diluted Earnings Per Share
Income before extraordinary items per share available to common
stockholders......................................................... $ 18,593 115,589,660 $ 0.16
------------ ------------- -----
------------ ------------- -----
</TABLE>
- ------------------------
(a) Options of 2,103,000 shares granted on December 4, 1998, were excluded as
common stock equivalents, since the average market price of the Class A
Common Stock during the 1998 fourth quarter
F-24
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
10. EARNINGS PER SHARE (CONTINUED)
was lower than the exercise price of the options and the inclusion of the
potential shares would be antidilutive.
(b) Options of 2,320,000 shares granted on December 12, 1997, were excluded as
common stock equivalents, since the average market price of the Class A
common stock during the 1997 fourth quarter was lower than the exercise
price of the options and the inclusion of the potential shares would be
antidilutive. No options were granted by the Company prior to September 26,
1996.
(c) The redeemable convertible 6% preferred stock was issued on March 20, 1997,
as part of the acquisition of the Sacramento full-power Affiliated Station.
The 12,000 shares issued and outstanding at December 31, 1997, have a
liquidation preference of $1,000 per share (plus accrued and unpaid
dividends). The preferred stock is convertible into Class A Common Stock at
the option of the holder until the fourth anniversary of the closing of the
acquisition at a conversion price of $16.34375. At December 31, 1998, there
were 9,000 shares outstanding.
11. EARLY EXTINGUISHMENT OF DEBT
During the six months ended June 30, 1996, UTG purchased at a premium
$12,650,000 face amount of its Senior Subordinated Notes, resulting in an
extraordinary loss of $1,181,000, including the write-off of the related
financing costs. During the quarter ended September 30, 1996, UTG purchased at a
premium $11,775,000 face amount of its Senior Subordinated Notes, resulting in
an extraordinary loss of $931,000, including the write-off of the related
financing costs. The remaining face amount on the Senior Subordinated Notes of
$67,625,000 was defeased on September 30, 1996, resulting in an extraordinary
loss of $11,601,000, including the write-off of the remaining related financing
cost balance of $8,946,000. As a result, in 1996, UTG purchased and defeased at
a premium $92,050,000 face amount of its Senior Subordinated Notes, resulting in
a total extraordinary loss of $13,713,000, including the write-off of the
related, previously deferred, financing costs. The related income tax benefits
associated with these extraordinary losses were $5,485,000 in 1996.
12. PREFERRED STOCK
The Company had 10,000,000 shares of preferred stock, $.01 par value,
authorized at December 31, 1998 and 1997. The Company had 12,000 shares of
redeemable convertible 6% preferred stock, $.01 par value, issued and
outstanding at December 31, 1997, in connection with the acquisition of the
Sacramento station. At December 31, 1997, the Company had accrued preferred
stock dividends of $120,000. During the six months ended June 30, 1998, 3,000
redeemable convertible 6% preferred stock shares were redeemed and converted to
183,556 shares of Class A Common Stock, resulting in an increase to Common Stock
of $1,836 and to paid-in-capital of $2,998,164. The reduction to the redeemable
convertible 6% preferred stock balance was $3,000,000, resulting in a remaining
outstanding balance at December 31, 1998, of $9,090,000, including accrued
dividends of $90,000.
The remaining 9,000 shares of redeemable convertible 6% preferred stock have
one vote per share, a liquidation preference of $1,000 per share (plus accrued
and unpaid dividends) and a cumulative annual dividend preference of 6% per
share per annum ($15.00 per share per quarter), increasing to 9% per share per
annum if accrued and unpaid dividends per share equal or exceed $30.00. The
preferred stock is convertible into Class A Common Stock at the option of the
holder until the fourth anniversary of the closing of the acquisition at a
conversion price of $16.34375. The preferred stock is redeemable at the
F-25
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
12. PREFERRED STOCK (CONTINUED)
option of the holder at any time and by the Company after the fourth anniversary
of the issuance of the preferred stock, in each case, for an amount equal to the
liquidation preference. Consequently, holders of the redeemable convertible 6%
preferred stock have greater rights than holders of the Class A Common Stock.
13. THE OFFERING AND REORGANIZATION
On September 26, 1996, UCI's initial public offering (the "Offering") of
18,791,500 shares of its Class A Common Stock was declared effective. In
connection with the Offering, on October 2, 1996, the operations of UTG and the
Network were combined and the ownership was reorganized under UCI.
Concurrent with the Offering, the Company exchanged PCI preferred stock and
PTIH common and preferred stock outstanding for PCI common stock, resulting in
253,332 common shares outstanding prior to the Reorganization.
The Company consummated the following transactions concurrent with the
Offering and Reorganization:
(a) On September 30, 1996, the Company entered into the New Bank Facility,
repaid $164,900,000 owed under the Old Bank Facility and terminated the Old
Bank Facility;
(b) On September 30, 1996, the Company defeased UTG's Senior Subordinated Notes
by, among other things, depositing $74,200,000 with the trustee under the
indenture governing such notes;
(c) On September 30, 1996, the Network made a distribution to its partners in
the amount of $60,000,000. UCI advanced the Network $60,000,000 to fund this
distribution;
(d) On October 1, 1996, the Program License Agreements were amended, the Program
Cost-Sharing Agreement (which required Televisa and Venevision to reimburse
the Company for one half of the cost of certain productions produced or
acquired by the Company) was terminated, and the management fee to the
Principal Stockholders of 3% of Combined Net Time Sales was eliminated.
Under the amended Program License Agreements, the royalty rate was 11% from
October 1, 1996, through December 31, 1996, 13.5% for 1997 and 15% for all
years thereafter;
(e) On October 2, 1996, the Company acquired the Network from its partners in
exchange for 19,014.5 shares of Common Stock and $40,000,000 in cash, and
UTG became a wholly owned subsidiary of the Company. The Company effected a
dividend of 227 shares on each share of Class P Common Stock, Class T Common
Stock and Class V Common Stock, and the warrants were adjusted to reflect
the new capital structure of the Company;
(f) On October 2, 1996, the Company paid $88,000,000 to the Principal
Stockholders and their affiliates, representing payment of outstanding
principal of, and accrued interest on, certain debentures and accrued
dividends on certain preferred stock issued by the Company and its
subsidiaries in connection with the Acquisition, and approximately
$43,000,000 to the Principal Stockholders and their affiliates, representing
full payment of outstanding principal of, and interest on, certain notes
issued in payment of certain accrued dividends as of December 31, 1995;
(g) On October 2, 1996, the Company paid $149,000,000 to Televisa and
Venevision, representing full payment of outstanding principal of, and
accrued interest on, all amounts owed to them by UTG with
F-26
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
13. THE OFFERING AND REORGANIZATION (CONTINUED)
respect to Sponsor Loans made subsequent to the Acquisition, and the
obligations to make the Sponsor Loans terminated;
(h) On October 2, 1996, the Company paid $15,300,000 to Televisa, representing
full payment of outstanding principal of, and accrued interest on, the note
issued by the Company as of July 1, 1996, to Televisa as payment for the
acquisition of Galavision. This acquisition was accounted for under the
purchase method of accounting; accordingly, Galavision's operating results
have been included with the Company's since October 3, 1996.
14. 1996 PERFORMANCE AWARD PLAN
In 1996, the Company adopted a 1996 Performance Award Plan that reserves
shares of Class A Common Stock for issuance to Company officers, key employees
and other eligible persons as determined by the Board of Directors or Plan
Committee (as appointed by the Board). The Company has adopted the
disclosure-only provisions of Statement of Financial Accounting Standards (SFAS)
No. 123 "Accounting for Stock-Based Compensation." Accordingly, no compensation
cost has been recognized for the Plan. Had compensation cost for the Company's
Plan been determined based on the fair value at the grant date for awards in
1998, 1997 and 1996 consistent with the provisions of SFAS No. 123, the
Company's net income and earnings per share available to common stockholders
would have been reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
BASIC EPS DILUTED EPS
------------------------------- -------------------------------
1998 1997 1996 1998 1997 1996
--------- --------- --------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Net income available to common stock--as
reported...................................... $ 9,321 $ 82,598 $ 10,365 $ 9,927 $ 83,159 $ 10,365
Net income (loss) available to common stock--pro
forma......................................... (1,764) 76,545 8,892 (1,158) 77,106 8,892
EPS available to common stock--as reported...... 0.11 0.97 0.12 0.09 0.71 0.09
EPS available to common stock--pro forma........ (0.02) 0.90 0.10 (0.01) 0.66 0.08
</TABLE>
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 1998, 1997 and 1996, respectively: dividend yield
of 0%, expected volatility of 38.137%, 29.736% and 31.865%, risk-free interest
rate of 4.43%, 5.86% and 6.02% and expected life of five, five and three years.
Under the Plan approved by the Board of Directors, the maximum number of
shares of Class A Common Stock that may be granted is 11,000,000. The maximum
number of shares that may be granted to any individual during any calendar year
is 1,000,000. For 1996, the maximum number of shares that could be granted was
4,000,000. Thereafter, the maximum number is 2,750,000 shares per year,
excluding any awards, if any, granted to an eligible employee who is hired in
that year to become the chief executive officer of the Company. The Plan
provides that shares granted come from the Company's authorized but unissued
Class A Common Stock and any shares of its Class A Common Stock held as treasury
shares. Grants may be in the form of either nonqualified stock options,
incentive stock options, stock appreciation rights, restricted stock awards,
performance share awards, stock bonuses or cash bonus awards.
F-27
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
14. 1996 PERFORMANCE AWARD PLAN (CONTINUED)
The price of the options granted pursuant to the Plan may not be less than
100% of the fair market value of the shares on the date of grant (110% in the
case of an incentive stock option granted to any person owning more than 10% of
the Company's total combined voting power). No award will be exercisable after
10 years from the date granted. Unless approved by the Board of Directors, no
award may vest more quickly than 25% per year, other than in the case of options
issued in connection with the Offering or awards granted in lieu of cash
bonuses, which may vest at the rate of 50% per year.
Information regarding the Performance Award Plan for 1998, 1997 and 1996 is
as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Number of shares under stock options:
Outstanding at beginning of year.................. 6,294,000 3,868,000 --
Granted........................................... 2,219,000 2,525,000 3,868,000
Exercised......................................... (390,666) (75,000) --
Canceled.......................................... (46,500) (24,000) --
------------ ------------ ------------
Outstanding at end of year........................ 8,075,834 6,294,000 3,868,000
Available for grant at end of year................ 2,458,500 4,631,000 7,132,000
Exercisable at end of year........................ 4,029,250 2,104,000 --
Weighted average exercise price:
Granted........................................... $ 31.50 $ 32.85 $ 11.50
Exercised......................................... $ 12.70 $ 11.50 --
Canceled.......................................... $ 34.13 $ 11.50 --
Outstanding at end of year........................ $ 23.48 $ 20.07 $ 11.50
Exercisable at end of year........................ $ 14.78 $ 11.50 --
Weighted average fair value of options
granted during the period....................... $ 12.77 $ 12.24 $ 3.39
</TABLE>
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
-----------------------------------------------------------
WEIGHTED AVERAGE
NUMBER OUTSTANDING AT REMAINING WEIGHTED AVERAGE
RANGE OF EXERCISE PRICES DECEMBER 31, 1998 CONTRACTUAL LIFE EXERCISE PRICE
- ---------------------------------- ---------------------- ---------------- -----------------
<S> <C> <C> <C>
$11.50 - $25.50................... 3,583,334 7.8 Years $ 11.77
$25.51 - $39.88................... 4,492,500 9.4 Years $ 32.83
</TABLE>
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
-----------------------------------------
NUMBER OUTSTANDING AT WEIGHTED AVERAGE
RANGE OF EXERCISE PRICES DECEMBER 31, 1998 EXERCISE PRICE
- ---------------------------------------------------- ---------------------- -----------------
<S> <C> <C>
$11.50 - $25.50..................................... 3,446,250 $ 11.50
$25.51 - $39.88..................................... 583,000 $ 34.13
</TABLE>
During the year ended December 31, 1998, 390,666 options were exercised for
390,666 shares of Class A Common Stock, resulting in a change to Common Stock of
$3,907 and to Paid-in-capital of $8,161,000, which included a tax benefit
associated with the transactions of $3,205,000.
F-28
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
15. QUARTERLY FINANCIAL INFORMATION (UNAUDITED):
<TABLE>
<CAPTION>
1ST 2ND 3RD 4TH TOTAL
QUARTER QUARTER QUARTER QUARTER YEAR
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
<S> <C> <C> <C> <C> <C>
1998
Net revenues......................................... $ 105,145 $ 173,536 $ 138,946 $ 159,426 $ 577,053
Net income (loss).................................... 490 (3,003) 4,970 7,470 9,927
Net income (loss) applicable to common
stockholders....................................... 310 (3,159) 4,835 7,335 9,321
EARNINGS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS:
Basic Earnings Per Share
Net income (loss).................................. $ 0.00 $ (0.04) $ 0.06 $ 0.08 $ 0.11
Diluted Earnings Per Share
Net income (loss).................................. $ 0.00 $ (0.04) $ 0.04 $ 0.06 $ 0.09
1997
Net revenues......................................... $ 85,601 $ 122,327 $ 113,940 $ 137,873 $ 459,741
Net income (loss).................................... (2,270) 27,514 25,127 32,788 83,159
Net income (loss) applicable to common
stockholders....................................... (2,292) 27,334 24,948 32,608 82,598
EARNINGS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS:
Basic Earnings Per Share
Net income (loss).................................. $ (0.03) $ 0.32 $ 0.29 $ 0.38 $ 0.97
Diluted Earnings Per Share
Net income (loss).................................. $ (0.03) $ 0.24 $ 0.21 $ 0.28 $ 0.71
</TABLE>
F-29
<PAGE>
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT dated as of November 6, 1998 (this
"Amendment") to the Credit Agreement dated as of September 26, 1996 (as amended,
the "Credit Agreement") among Univision Communications Inc. (the "Borrower"),
certain Lenders party thereto (collectively, the "Lenders"), Paribas (as
successor-in-interest to Banque Paribas) and The Chase Manhattan Bank, as
Managing Agents (collectively, the "Managing Agents") and The Chase Manhattan
Bank, as Administrative Agent (in such capacity, the "Administrative Agent").
R E C I T A L S
A. The Borrower and the Lenders have agreed to amend the Credit Agreement
for the following purposes: (i) to permit the sale of Station KLUZ, Channel 41,
Albuquerque, New Mexico ("Station KLUZ"), (ii) to increase the mandatory
prepayment thresholds for asset dispositions and (iii) to permit the Borrower to
purchase, from time to time, shares of its common stock, each on the terms and
conditions set forth herein.
B. The undersigned are all of the parties to the aforesaid Credit
Agreement. Unless otherwise expressly provided in this Amendment or unless the
context otherwise requires, the terms defined in the Credit Agreement shall have
their defined meanings when used in this Amendment.
AGREEMENT
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. Effective as of the date first
set forth above, the Credit Agreement is amended as follows:
(a) The definition of "Asset Disposition" contained in Section 1.1 is
amended by deleting clause (ii) thereof and inserting the following in its
place:
"(ii) other sales of assets in the ordinary course of business which do not
have a fair market value exceeding $5,000,000 in the aggregate in any
fiscal year or $25,000,000 in the aggregate for the period from the Initial
Closing Date through the Incremental Loan Maturity Date."
<PAGE>
(b) The following new definition is added to Section 1.1, in
appropriate alphabetical order:
"'BORROWER STOCK PURCHASE': the purchase by the Borrower, from time
to time, of shares of its common stock in accordance with the terms of this
Agreement."
(c) In the definition of "Fixed Charge Coverage Ratio" contained in
Section 1.1, clause (iv) is amended to read as follows:
"(iv) Restricted Payments permitted under Section 6.6(iii) (other than
those made by the Borrower to effect a Borrower Stock Purchase) paid by the
Borrower or any Subsidiary for the fiscal quarter most recently ended and
the immediately preceding three fiscal quarters."
(d) The following sentence is inserted after the first sentence of
Section 2.1(d):
"If all or any part of the requested Revolving Loans are to be used by the
Borrower for a Borrower Stock Purchase, such notice shall further (i)
specify (A) the amount of requested Revolving Loans to be used for such
Borrower Stock Purchase, (B) the aggregate amount of Revolving Loans used
for Borrower Stock Purchases since the Initial Closing Date, (C) the
aggregate consideration paid for Borrower Stock Purchases since the Initial
Closing Date, (D) the aggregate number of shares of the Borrower purchased
by the Borrower since the Initial Closing Date and (E) the total number of
issued and outstanding shares of the Borrower of any class, and (ii)
include a representation that the use of the requested Revolving Loans for
such Borrower Stock Purchase shall not cause the aggregate consideration
paid for Borrower Stock Purchases to exceed $150,000,000 or cause the
aggregate percentage of such purchased stock to exceed 10% of issued common
stock of the Borrower."
(e) Section 3.15(c) is amended as follows: (A) the "and" before
clause (iv) is deleted and a "," is inserted in its place, and (B) the period at
the end of clause (iv) is deleted and the following is inserted in its place:
"and (v) for Borrower Stock Purchases."
(f) Section 6.5 is amended by deleting the period at the end of
thereof and inserting the following:
"; provided that the Borrower may sell Station KLUZ, Channel 41,
Albuquerque, New Mexico, subject to Section 2.6(a), to Entravision for
$1,000,000 in cash, plus the option to buy a 2% equity interest (in
addition to its
-2-
<PAGE>
existing option to acquire equity in Entravision) in Entravision
(provided, further, that the Borrower shall have delivered to the
Administrative Agent, prior to such sale, an executed copy of such
option agreement)."
(g) Section 6.6 is amended as follows: (A) clause (iii) is amended in
its entirety to read as follows:
"(iii) such other Restricted Payments as the Borrower or its
Subsidiaries may elect to make, provided that (x) the Total Debt Ratio as
of the date of the most recent quarterly or annual financial statements
delivered pursuant to Section 5.1 after giving effect to the making of such
Restricted Payment is less than 3.50:1, (y) no Default has occurred and is
continuing or would result from the making of such Restricted Payment, and
(z) the Borrower is in compliance with the Fixed Charge Coverage Ratio
(calculated on a basis so as to include such Restricted Payments as a fixed
charge, except for such Restricted Payments relating to Borrower Stock
Purchases) as of the date thereof; and"
and (B) the following new sentence is added to the end of Section 6.6:
"Further, notwithstanding anything herein to the contrary, the Borrower
shall not permit (i) the aggregate amount of Restricted Payments for
Borrower Stock Purchases to exceed $150,000,000 or (ii) the aggregate
percentages of such purchased shares to exceed 10% of the issued common
stock of the Borrower."
(h) All references to "Banque Paribas" are hereby amended to refer to
"Paribas".
SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become effective, as
of the date first above written, upon satisfaction of the following:
(a) this Amendment shall have been executed by each of the Borrower
and the Majority Lenders and counterparts of this document so executed shall
have been delivered to the Administrative Agent;
(b) the Administrative Agent shall have received evidence of the
Guarantors' consent to the Amendment, substantially in the form of EXHIBIT A
attached hereto;
(c) the Administrative Agent shall have received a copy of the
resolutions of the Board of Directors of the Borrower, dated as of the date
first above written, authorizing the execution, delivery and performance of this
Amendment;
-3-
<PAGE>
(d) the representations and warranties contained in the Credit
Agreement and in each other Loan Document and certificate or other writing
delivered to the Lenders prior to or on the effective date hereof are correct on
and as of such date except to the extent that such representations and
warranties expressly relate to an earlier date and no Default has occurred and
is continuing or would result from the execution, delivery and performance of
this Amendment and the Administrative Agent shall have received a certificate
from a Responsible Officer of the Borrower certifying these statements; and
(e) the Managing Agents and the Administrative Agent shall have
received payment of all fees, costs, expenses and taxes accrued and unpaid and
otherwise due and payable on or before the effective date hereof by the Borrower
in connection with this Amendment.
SECTION 3. REPRESENTATIONS AND WARRANTIES. (a) The Borrower represents
and warrants that it has duly authorized and approved the execution and delivery
of, and the performance by the Borrower of the obligations on its part contained
in, the Credit Agreement, as amended by this Amendment, and the Credit
Agreement, as amended by this Amendment, constitutes the legal, valid and
binding obligation of the Borrower enforceable in accordance with the terms
thereof.
(b) The Borrower represents and warrants that to the best of the
Borrower's knowledge, all approvals, consents and orders of, or filings with,
any governmental authority, legislative body, board, agency or commission having
jurisdiction which would constitute a condition precedent to the due performance
by the Borrower of its Obligations, or the absence of which would cause a
Material Adverse Effect, have been duly obtained.
(c) The Borrower represents and warrants that the sale of all equity
interests in and assets of Station KLUZ does not constitute either a sale of a
material portion of the assets of the Borrower or the Borrower and its
Subsidiaries, taken as a whole or a material portion of the Collateral or the
Guarantor Collateral and further represents and warrants that such equity
interests and assets constitute less than 5% of the total assets of the Borrower
and its Subsidiaries taken as a whole.
(d) The Borrower represents and warrants that, at the time of the
consummation of any Borrower Stock Purchase, such purchase shall be duly
authorized on behalf of the Borrower by all necessary corporate action.
SECTION 4. MISCELLANEOUS. (a) This Amendment shall be binding upon the
successors and assigns of the Borrower and the
-4-
<PAGE>
Lenders and shall, together with the rights and remedies of the Lenders
hereunder, inure to the benefit of the Lenders and their successors and
assigns.
(b) Except as expressly set forth herein, all provisions of the Credit
Agreement and all other Loan Documents shall continue in full force and effect.
(c) This Amendment may be executed in any number of counterparts and
by different parties hereto on separate counterparts, each of which counterparts
so executed and delivered shall be deemed to be an original, and all of which
counterparts, taken together, shall constitute but one and the same Amendment.
(d) This Amendment and the rights and obligations of the parties under
this Amendment shall be governed by, and construed and interpreted in accordance
with, the law of the State of New York (without reference to its choice of law
rules).
-5-
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly
executed as of the date first above written.
UNIVISION COMMUNICATIONS INC.
By /s/ ROBERT V. CAHILL
-------------------------
Name: Robert V. Cahill
Title: Vice President and Secretary
THE CHASE MANHATTAN BANK,
as Administrative Agent, as
a Managing Agent and as a Lender
By /s/ JOHN P. HALTMAIER
-------------------------
Name: John P. Haltmaier
Title: Vice President
PARIBAS, as a Managing Agent
and as a Lender
By /s/ LEE S. BUCKNER
-------------------------
Name: Lee S. Buckner
Title: Managing Director
By /s/ JUDITH A. DOWLING
-------------------------
Name: Judith A. Dowling
Title: Vice President
THE BANK OF NEW YORK, as a
Co-Agent and as a Lender
By /s/ VINCENT L. PACILIO
-------------------------
Name: Vincent L. Pacilio
Title: Senior Vice President
<PAGE>
NATIONSBANK OF TEXAS, N.A.,
as a Co-Agent and as a Lender
By /s/ CARL F. SALAS
-------------------------
Name: Carl F. Salas
Title: Vice President
ABN AMRO BANK N.V.,
as a Lender
By /s/ RICHARD LAVINA
-------------------------
Name: Richard Lavina
Title: Group Vice President
By /s/ MIGUEL CASTILLO
-------------------------
Name: Miguel Castillo
Title: Corporate Officer
BANK OF AMERICA NT&SA,
as a Lender
By /s/ CARL F. SALAS
-------------------------
Name: Carl F. Salas
Title: Vice President
BANKBOSTON, N.A.,
as a Lender
By /s/ DANIEL M. KORTICK
-------------------------
Name: Daniel M. Kortick
Title: Director
BANK OF HAWAII,
as a Lender
By /s/ BERNADINE M. HAVERTINE
-------------------------
Name: Bernadine M. Havertine
Title: Corporate Banking Officer
<PAGE>
BANK OF IRELAND,
as a Lender
By
-------------------------
Name:
Title:
BANK OF MONTREAL,
as a Lender
By /s/ ALLEGRA GRIFFITHS
-------------------------
Name: Allegra Griffiths
Title: Director
BANK OF NOVA SCOTIA,
as a Lender
By /s/ VINCENT J. FITZGERALD, Jr.
-------------------------
Name: Vincent J. Fitzgerald, JR.
Title: Authorized Signatory
BANQUE FRANCAISE DU COMMERCE EXTERIEUR,
as a Lender
By
-------------------------
Name:
Title:
By
-------------------------
Name:
Title:
<PAGE>
BANQUE NATIONALE DE PARIS,
as a Lender
By /s/ CLIVE BETTLES
-------------------------
Name: Clive Bettles
Title: Senior Vice President & Manager
By /s/ JANICE HO
-------------------------
Name: Janice Ho
Title: Vice President
BARNETT BANK, N.A.,
as a Lender
By
-------------------------
Name:
Title:
CIBC INC.,
as a Lender
By /s/ TEFTA GHILAGA
-------------------------
Name: Tefta Ghilaga
Title: Executive Director
CIBC Oppenheimer Corp., as Agent
CREDIT AGRICOLE INDOSUEZ,
as a Lender
By /s/ CRAIG WELCH
-------------------------
Name: Craig Welch
Title: First Vice President
By /s/ CHERYL SOLOMETO
-------------------------
Name: Cheryl Solometo
Title: Vice President
CREDIT LYONNAIS,
as a Lender
By
-------------------------
Name:
Title:
<PAGE>
THE DAI-ICHI KANGYO BANK, LTD.,
as a Lender
By /s/ MARVIN M. LAZAR
-------------------------
Name: Marvin M. Lazar
Title: Assistant Vice President
FIRST HAWAIIAN BANK,
as a Lender
By /s/ JAMES C. POLK
-------------------------
Name: James C. Polk
Title: Assistant Vice President
FIRST UNION NATIONAL BANK,
as a Lender
By /s/ DAVID B. KRAYBILL
-------------------------
Name: David B. Kraybill
Title: AVP
FLEET BANK, N.A.
as a Lender
By /s/ GARRET KOMJATHY
-------------------------
Name: Garret Komjathy
Title: Vice President
THE FUJI BANK, LIMITED,
as a Lender
By
-------------------------
Name:
Title:
<PAGE>
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, LOS ANGELES AGENCY,
as a Lender
By
-------------------------
Name:
Title:
LTCB TRUST COMPANY,
as a Lender
By
-------------------------
Name:
Title:
MELLON BANK, N.A.,
as a Lender
By
-------------------------
Name:
Title:
ROYAL BANK OF CANADA,
as a Lender
By /s/ BARBARA E. MEIJER
-------------------------
Name: Barbara E. Meijer
Title: Senior Manager
THE SANWA BANK, LIMITED,
as a Lender
By /s/ JEAN-MICHEL FATOVIC
-------------------------
Name: Jean-Michel Fatovic
Title: Vice President
<PAGE>
SOCIETE GENERALE,
as a Lender
By /s/ MARK VIGIL
-------------------------
Name: Mark Vigil
Title: Director
THE SUMITOMO BANK, LTD.,
as a Lender
By
-------------------------
Name:
Title:
SUNTRUST BANK, CENTRAL FLORIDA,
N.A., as a Lender
By /s/ RONALD K. RUEVE
-------------------------
Name: Ronald K. Rueve
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.,
as a Lender
By /s/ JENNY DONGO
-------------------------
Name: Jenny Dongo
Title: Assistant Vice President
CITY NATIONAL BANK,
as a Lender
By /s/ DAVID J. ALLEN
-------------------------
Name: David J. Allen
Title: Vice President
<PAGE>
EXHIBIT A
GUARANTORS' CONFIRMATION AND ACKNOWLEDGMENT
Reference is made to that certain Credit Agreement dated as of September
26, 1996 (as amended, the "Credit Agreement") among Univision Communications
Inc. (the "Borrower"), Paribas ("Paribas") and The Chase Manhattan Bank
("Chase"), as Managing Agents, Chase, as Administrative Agent, and Paribas,
Chase and the other financial institutions party thereto as lenders
(collectively, the "Lenders"). (Capitalized terms used herein and not defined
shall have the meanings assigned to them in the Credit Agreement.) Each of the
undersigned has unconditionally, continually and irrevocably guaranteed the
obligations of the Borrower then or thereafter existing under the Credit
Agreement and the Notes, is a "Guarantor" and has executed and delivered a
"Guarantee" thereunder.
Each Guarantee provides that each Guarantor's obligations thereunder shall
remain in full force and effect without regard to, and shall not be affected or
impaired by any change in any term of any of the obligations of the Borrower or
any amendment of the Credit Agreement and that any such change or amendment may
be taken without the consent of, or notice to, such Guarantor. Notwithstanding
the foregoing, each of the undersigned Guarantors acknowledges that it has
received a copy of the Second Amendment to Credit Agreement dated as of November
6, 1998 (the "Second Amendment") and hereby consents to amendments and changes
to the Credit Agreement made by the Second Amendment and agrees that such
Guarantor's obligations under its respective Guarantee, including the punctual
payment when due of all of the obligations of the Borrower now or hereafter
existing under the Credit Agreement and the Notes shall remain in full force and
effect in all respects.
Dated as of November 6, 1998.
UNIVISION TELEVISION GROUP, INC.
By: /s/ ROBERT V. CAHILL
-------------------------------
Name: Robert V. Cahill
-----------------------------
Title: Vice President and Secretary
----------------------------
<PAGE>
PTI HOLDINGS, INC.
By: /s/ ROBERT V. CAHILL
-------------------------------
Name: Robert V. Cahill
-----------------------------
Title: Vice President and Secretary
----------------------------
GALAVISION, INC.
By: /s/ ROBERT V. CAHILL
------------------------------
Name: Robert V. Cahill
----------------------------
Title: Vice President and Secretary
----------------------------
SUNSHINE ACQUISITION CORP.
By: /s/ ROBERT V. CAHILL
------------------------------
Name: Robert V. Cahill
----------------------------
Title: Vice President and Secretary
----------------------------
SUNSHINE ACQUISITION, L.P.
By: /s/ ROBERT V. CAHILL
-------------------------------
Name: Robert V. Cahill
-----------------------------
Title: Vice President and Secretary
----------------------------
THE UNIVISION NETWORK
LIMITED PARTNERSHIP
By: /s/ ROBERT V. CAHILL
------------------------------
Name: Robert V. Cahill
-----------------------------
Title: Vice President and Secretary
----------------------------
<PAGE>
AMENDMENT NO. 4 (THE "AMENDMENT") TO
EMPLOYMENT AGREEMENT BETWEEN GEORGE W. BLANK AND
UNIVISION TELEVISION GROUP, INC., WHICH WAS ASSIGNED TO
UNIVISION COMMUNICATIONS INC. ("UNIVISION")
(AS PREVIOUSLY AMENDED, THE "EMPLOYMENT AGREEMENT")
January 1, 1999
To: Mr. George W. Blank
c/o Univision Communications Inc.
Dear George:
Your Employment Agreement will expire on December 31, 2000 (the "Term").
Univision desires to extend the Term for an additional one year period. You
and we hereby agree to amend the Employment Agreement as follows:
1. TERM. The Term is hereby extended for an additional one year
period. The Employment Agreement shall expire on December 31, 2001, unless
earlier terminated in accordance with the terms set forth in the Employment
Agreement.
2. SALARY. Your annual Base Salary rate shall be: Five Hundred Fifty
Thousand Dollars ($550,000) for calendar year 1999; Five Hundred Fifty
Thousand Dollars ($550,000) for calendar year 2000; and Six Hundred Thousand
Dollars ($600,000) for calendar year 2001.
3. OTHER. Except as provided in this Amendment, all other terms and
conditions set forth in the Employment Agreement shall remain in full force
and effect, and the parties hereby ratify and confirm the Employment
Agreement, as amended hereby.
4. EFFECTIVE DATE OF AMENDMENT. Upon its execution by you and
Univision, this Amendment shall become effective as of the date first written
above.
5. EXCLUSIVITY. During the Term, you shall not directly or indirectly
enter into any discussions or negotiations with anyone other than Univision
for the performance of services by you after the expiration of the Term. You
will negotiate in good faith exclusively with Univision if Univision elects
to seek an extension or renewal of your Employment Agreement prior to the
expiration of the Term.
Please indicate your agreement to this Amendment to the Employment
Agreement by signing in the space provided below.
UNIVISION COMMUNICATIONS INC.
By: /s/ Robert V. Cahill
--------------------------
Robert V. Cahill
Vice President
I have read the preceding Amendment and agree to its terms and conditions:
/s/ George W. Blank
- ---------------------
George W. Blank
<PAGE>
AMENDMENT NO. 4 (THE "AMENDMENT") TO
EMPLOYMENT AGREEMENT BETWEEN
THE UNIVISION NETWORK LIMITED PARTNERSHIP ("UNLP") AND RAY RODRIGUEZ,
(AS PREVIOUSLY AMENDED, THE "EMPLOYMENT AGREEMENT")
January 1, 1999
To: Ray Rodriguez
c/o UNLP
Dear Ray:
Your Employment Agreement will expire on December 31, 2000 (the "Term").
UNLP desires to extend the Term for an additional one-year period. You and
we hereby agree to amend the Employment Agreement as follows:
1. TERM. The Term is hereby extended for an additional one-year
period. The Employment Agreement shall expire on December 31, 2001, unless
earlier terminated in accordance with the terms set forth in the Employment
Agreement.
2. SALARY. Your annual Base Salary rate shall be: Six Hundred Fifty
Thousand Dollars ($650,000) for calendar year 1999; Seven Hundred Thousand
Dollars ($700,000) for calendar year 2000; and Eight Hundred Thousand Dollars
($800,000) for calendar year 2001.
3. OTHER. Except as provided in this Amendment, all other terms and
conditions set forth in the Employment Agreement shall remain in full force
and effect, and the parties hereby ratify and confirm the Employment
Agreement, as amended hereby.
4. EFFECTIVE DATE OF AMENDMENT. Upon its execution by you and UNLP,
this Amendment shall become effective as of the date first written above.
5. EXCLUSIVITY. During the Term, Employee shall not directly or
indirectly enter into any discussions or negotiations with anyone other than
Employer for the performance of services by Employee after the expiration of
the Term. Employee will negotiate in good faith exclusively with Employer if
Employer elects to seek an extension or renewal of Employee's Employment
Agreement prior to the expiration of the Term.
Please indicate your agreement to this Amendment to the Employment
Agreement by signing in the space provided below.
THE UNIVISION NETWORK
LIMITED PARTNERSHIP
By: /s/ George W. Blank
-------------------------
George W. Blank
Chief Financial Officer
I have read the preceding Amendment and agree to its terms and conditions:
/s/ Ray Rodriguez
- ----------------------
Ray Rodriguez
<PAGE>
AMENDMENT NO. 2 (THE "AMENDMENT") TO
EMPLOYMENT AGREEMENT BETWEEN
UNIVISION COMMUNICATIONS INC. ("UNIVISION") AND HENRY CISNEROS,
(AS PREVIOUSLY AMENDED, THE "EMPLOYMENT AGREEMENT")
January 1, 1999
To: Mr. Henry Cisneros
c/o Univision Communications Inc.
Dear Henry:
Your Employment Agreement will expire on December 31, 2000 (the "Term").
Univision desires to extend the Term for an additional one year period. You
and we hereby agree to amend the Employment Agreement as follows:
1. TERM. The Term is hereby extended for an additional one year
period. The Employment Agreement shall expire on December 31, 2001, unless
earlier terminated in accordance with the terms set forth in the Employment
Agreement.
2. SALARY. Your annual Base Salary rate shall be: Six Hundred Thousand
Dollars ($600,000) for calendar year 1999; Six Hundred Thousand Dollars
($600,000) for calendar year 2000; and Six Hundred Thousand Dollars
($600,000) for calendar year 2001.
3. OTHER. Except as provided in this Amendment, all other terms and
conditions set forth in the Employment Agreement shall remain in full force
and effect, and the parties hereby ratify and confirm the Employment
Agreement, as amended hereby.
4. EFFECTIVE DATE OF AMENDMENT. Upon its execution by you and
Univision, this Amendment shall become effective as of the date first written
above.
5. EXCLUSIVITY. During the Term, you shall not directly or indirectly
enter into any discussions or negotiations with anyone other than Univision
for the performance of services by you after the expiration of the Term.
You will negotiate in good faith exclusively with Univision if Univision
elects to seek an extension or renewal of your Employment Agreement prior to
the expiration of the Term.
Please indicate your agreement to this Amendment to the Employment
Agreement by signing in the space provided below.
UNIVISION COMMUNICATIONS INC.
By: /s/ George W. Blank
-----------------------
George W. Blank
Chief Financial Officer
I have read the preceding Amendment and agree to its terms and conditions:
/s/ Henry Cisneros
- ----------------------
Henry Cisneros
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Univision Communications Inc.:
As independent public accountants, we hereby consent to the incorporation of
our reports included in this Form 10-K, into the Company's previously filed
Registration Statements File Nos. 333-34559, 333-47017 and 333-56595.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
March 15, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNIVISION
COMMUNICATION INC. AND SUBSIDIARIES STATEMENTS OF EARNINGS AND BALANCE SHEET AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 12,966
<SECURITIES> 0
<RECEIVABLES> 126,487
<ALLOWANCES> 8,079
<INVENTORY> 0
<CURRENT-ASSETS> 153,991
<PP&E> 201,484
<DEPRECIATION> 56,988
<TOTAL-ASSETS> 938,329
<CURRENT-LIABILITIES> 152,891
<BONDS> 377,435
9,090
0
<COMMON> 909
<OTHER-SE> 393,739
<TOTAL-LIABILITY-AND-EQUITY> 938,329
<SALES> 577,053
<TOTAL-REVENUES> 577,053
<CGS> 220,918
<TOTAL-COSTS> 220,918
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 648
<INTEREST-EXPENSE> 35,830
<INCOME-PRETAX> 50,275
<INCOME-TAX> 40,348
<INCOME-CONTINUING> 9,927
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,927
<EPS-PRIMARY> 0.11
<EPS-DILUTED> 0.09
</TABLE>
