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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 2000 COMMISSION FILE NUMBER: 001-12223
------------------------
UNIVISION COMMUNICATIONS INC.
(Exact Name of Registrant as specified in its charter)
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<S> <C>
DELAWARE NO. 95-4398884
(State of Incorporation) (I.R.S. Employer Identification)
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UNIVISION COMMUNICATIONS INC.
1999 AVENUE OF THE STARS, SUITE 3050
LOS ANGELES, CALIFORNIA 90067
TEL: (310) 556-7676
(address and telephone number of principal executive offices)
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days Yes /X/ No / /.
There were 135,051,650 shares of Class A Common Stock, 39,962,090 shares of
Class P Common Stock, 13,593,034 shares of Class T Common Stock and 17,837,164
of Class V Common Stock outstanding as of October 17, 2000.
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UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
INDEX
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PAGE
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PART I--FINANCIAL INFORMATION:
Financial Introduction...................................... 2
Item 1. Consolidated Financial Statements
Condensed Consolidated Balance Sheets at September 30,
2000 and December 31, 1999............................. 3
Condensed Consolidated Statements of Operations for the
three and nine months ended September 30, 2000 and
1999................................................... 4
Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 2000 and 1999.......... 5
Notes to the Condensed Consolidated Financial
Statements............................................. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..................... 10
Item 3. Quantitative and Qualitative Disclosures About
Market Risk............................................. 17
PART II--OTHER INFORMATION:
Item 6. Exhibits and Reports on form 8-K.................... 18
</TABLE>
1
<PAGE>
PART I
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
FINANCIAL INTRODUCTION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States. The interim financial statements are unaudited but include all
adjustments, which are of a normal recurring nature, that management considers
necessary to fairly present the financial position and the results of operations
for such periods. Results of operations of interim periods are not necessarily
indicative of results for a full year. These financial statements should be read
in conjunction with the audited consolidated financial statements in the
Company's Annual Report on Form 10-K for December 31, 1999.
2
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PART I, ITEM 1
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
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SEPTEMBER 30,
2000 DECEMBER 31,
(UNAUDITED) 1999
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash...................................................... $ 30,020 $ 22,558
Accounts receivable, net.................................. 118,141 136,096
Program rights............................................ 9,735 7,847
Prepaid expenses and other................................ 19,627 11,409
---------- --------
Total current assets.................................... 177,523 177,910
Property and equipment, net................................. 237,994 205,181
Intangible assets, net...................................... 522,220 551,240
Deferred financing costs, net............................... 4,400 5,402
Deferred income taxes....................................... 7,795 13,315
Program rights, less current portion........................ 8,409 6,984
Investment in unconsolidated subsidiaries................... 344,135 --
Note receivable--Entravision................................ -- 10,000
Other assets................................................ 4,354 4,425
---------- --------
Total assets............................................ $1,306,830 $974,457
========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities.................. $ 92,482 $ 78,725
Income taxes.............................................. 28,823 6,026
Accrued interest.......................................... 836 373
Accrued license fee....................................... 10,960 9,567
Obligations for program rights............................ 1,244 946
Current portion of long-term debt......................... 86,757 46,264
---------- --------
Total current liabilities............................... 221,102 141,901
Long-term debt including accrued interest, less current
portion................................................... 337,554 225,684
Capital lease obligations, less current portion............. 82,783 77,454
Other long-term liabilities................................. 5,223 6,550
---------- --------
Total liabilities....................................... 646,662 451,589
---------- --------
Redeemable convertible 6% preferred stock, $.01 par value,
with a conversion price of $8.171875 to Class A Common
Stock (9,000 shares issued and outstanding at September
30, 2000 and December 31, 1999, respectively)............. 9,090 9,090
---------- --------
Stockholders' equity:
Preferred stock, $.01 par value (10,000,000 shares
authorized)............................................. -- --
Common stock, $.01 par value (492,000,000 shares
authorized; 206,443,938 and 204,282,872 shares issued
including shares in treasury, at September 30, 2000 and
December 31, 1999, respectively)........................ 2,064 2,043
Paid-in-capital........................................... 486,940 426,375
Retained earnings......................................... 184,267 102,762
---------- --------
673,271 531,180
Less common stock held in treasury (1,017,180 shares at
cost at September 30, 2000 and 908,102 shares at cost at
December 31, 1999)...................................... (22,193) (17,402)
---------- --------
Total stockholders' equity.............................. 651,078 513,778
---------- --------
Total liabilities and stockholders' equity.................. $1,306,830 $974,457
========== ========
</TABLE>
See notes to condensed consolidated financial statements.
3
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UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
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THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenues.................................. $ 211,989 $ 177,301 $ 624,605 $ 487,772
Direct operating expenses..................... 78,349 61,606 225,343 173,443
Selling, general and administrative
expenses.................................... 54,945 46,002 169,185 135,553
Depreciation and amortization................. 17,160 15,572 49,347 46,190
----------- ----------- ----------- -----------
Operating income.............................. 61,535 54,121 180,730 132,586
Interest expense.............................. 7,538 6,630 20,651 21,277
Amortization of deferred financing costs...... 338 361 1,022 1,081
Equity loss in unconsolidated subsidiaries.... 72 133 72 405
----------- ----------- ----------- -----------
Income before taxes and extraordinary
loss on extinguishment of debt.............. 53,587 46,997 158,985 109,823
Provision for income taxes.................... 25,967 24,567 77,075 57,550
----------- ----------- ----------- -----------
Income before extraordinary loss on
extinguishment of debt...................... 27,620 22,430 81,910 52,273
Extraordinary loss on extinguishment of
debt, net of tax............................ -- -- -- (2,611)
----------- ----------- ----------- -----------
Net income.................................... 27,620 22,430 81,910 49,662
Preferred stock dividends..................... (135) (135) (405) (405)
----------- ----------- ----------- -----------
Net income available to common
stockholders................................ $ 27,485 $ 22,295 $ 81,505 $ 49,257
=========== =========== =========== ===========
BASIC EARNINGS PER SHARE
Income per share available to common
stockholders before extraordinary loss...... $ 0.13 $ 0.11 $ 0.40 $ 0.27
Extraordinary loss per share.................. -- -- -- (0.01)
----------- ----------- ----------- -----------
Net income per share available to
common stockholders......................... $ 0.13 $ 0.11 $ 0.40 $ 0.26
=========== =========== =========== ===========
Weighted average common shares
outstanding................................. 205,310,879 202,418,150 204,627,009 189,522,496
=========== =========== =========== ===========
DILUTED EARNINGS PER SHARE
Income per share available to common
stockholders before extraordinary loss...... $ 0.12 $ 0.09 $ 0.34 $ 0.22
Extraordinary loss per share.................. -- -- -- (0.01)
----------- ----------- ----------- -----------
Net income per share available to
common stockholders......................... $ 0.12 $ 0.09 $ 0.34 $ 0.21
=========== =========== =========== ===========
Weighted average common shares
outstanding................................. 239,319,559 236,881,806 239,096,677 235,686,198
=========== =========== =========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
4
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UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(DOLLARS IN THOUSANDS)
(UNAUDITED)
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2000 1999
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Net income.................................................. $ 81,910 $ 49,662
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation.............................................. 20,297 16,823
Loss on sale of fixed assets.............................. 3 193
Equity loss in unconsolidated subsidiaries................ 72 405
Amortization of intangible assets and deferred financing
costs................................................... 30,072 30,448
Extraordinary loss on extinguishment of debt.............. -- 2,611
Changes in assets and liabilities:
Accounts receivable....................................... 17,955 (11,069)
Intangible assets......................................... (30) (12)
Deferred income taxes..................................... 5,520 4,584
License fees payable...................................... 92,055 71,405
Payment of license fees................................... (90,662) (70,379)
Program rights............................................ (3,313) (2,629)
Prepaid expenses and other assets......................... (8,147) (713)
Accounts payable and accrued liabilities.................. 13,757 (3,274)
Income taxes.............................................. 22,797 3,233
Income tax benefit from options exercised................. 38,234 16,477
Accrued interest.......................................... 6,883 5,780
Obligations for program rights............................ (702) (1)
Other, net................................................ (328) 745
---------- ---------
Net cash provided by operating activities................... 226,373 114,289
---------- ---------
Cash flow from investing activities:
Investment in unconsolidated subsidiaries................. (334,207) (1,000)
Capital expenditures...................................... (44,584) (20,691)
Proceeds from sale of fixed assets........................ 9 16
Proceeds from sale of Albuquerque station................. -- 1,000
---------- ---------
Net cash used in investing activities....................... (378,782) (20,675)
---------- ---------
Cash flow from financing activities:
Proceeds from issuance of long-term debt.................. 235,000 62,000
Purchase of Junior Subordinated Notes..................... -- (17,998)
Repayment of long-term debt............................... (92,265) (147,617)
Exercise of options....................................... 17,561 13,335
Preferred stock dividends paid............................ (405) (405)
Increase in deferred financing costs...................... (20) --
---------- ---------
Net cash provided by (used in) financing activities......... 159,871 (90,685)
---------- ---------
Net increase in cash........................................ 7,462 2,929
Cash beginning of year...................................... 22,558 12,966
---------- ---------
Cash end of period.......................................... $ 30,020 $ 15,895
========== =========
Supplemental disclosure of cash flow information:
Interest paid............................................. $ 14,110 $ 16,114
========== =========
Income taxes paid......................................... $ 10,860 $ 33,968
========== =========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
1. ORGANIZATION OF THE COMPANY
Univision Communications Inc. ("Univision" or the "Company") is the leading
Spanish-language television broadcast company in the United States. The Company
includes the Univision Network (the "Network"), the most-watched
Spanish-language television network in the United States; Univision Television
Group ("UTG"), which owns and operates 12 full-power and 7 low-power television
stations (the "O&Os"), including full-power stations in 11 of the top 15 U.S.
Hispanic markets; Galavision, the country's leading Spanish-language cable
network; and Univision Online, which operates the Company's Internet portal,
UNIVISION.COM. Our signal covers 92 percent of all U.S. Hispanic households
through our O&Os, affiliated stations and cable affiliates.
The Company's 11 full-power, Spanish-language television stations are
located in Los Angeles, New York, Miami, San Francisco, Chicago, Houston, San
Antonio, Dallas, Phoenix, Fresno, and Sacramento and the Company's one
English-language, full-power television station is located in Bakersfield. The
Company also owns and operates 7 low-power Spanish-language television stations
serving Austin, Bakersfield, Fort Worth, Hartford, Philadelphia, Santa Rosa and
Tucson. The Company's Spanish-language television stations are affiliated with
the Network, and the English-language station is affiliated with United
Paramount Network (UPN).
2. OPTIONS & TREASURY STOCK
During the three months ended September 30, 2000, options were exercised for
452,400 shares of Class A Common Stock, resulting in an increase to Common Stock
of $4,524 and an increase to Paid-in-capital of $13,496,000, which included a
tax benefit associated with the transactions of $8,740,000. During the nine
months ended September 30, 2000, options were exercised for 2,161,066 shares of
Class A Common Stock, resulting in an increase to Common Stock of $21,611 and an
increase to Paid-in-capital of $60,565,000, which included a tax benefit
associated with the transactions of $38,234,000. During the nine months ended
September 30, 2000, as a result of an option transaction, the Company received
44,539 Class A Common Stock shares as payment for an employee's cost of
exercising the options. The Company has retained the 44,539 shares, resulting in
an increase to Treasury Stock of $4,791,000, representing the fair value of the
shares acquired at the date of exercise.
3. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board issued 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 a 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.
In June 1999, the Financial Accounting Standards Board issued SFAS No. 137
"Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of FASB Statement No. 133", which delayed the required adoption
of SFAS No. 133 for companies with fiscal years beginning
6
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UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000
(UNAUDITED)
3. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (CONTINUED)
after June 15, 2000. The Company is currently evaluating the impact that SFAS
No. 133 will have on the Company's consolidated financial position and results
of operations.
4. 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 before
extraordinary loss on extinguishment of debt" required by SFAS No. 128 (Earnings
Per Share):
(Dollars in thousands, except for share and per-share data):
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
---------------------------------------- ----------------------------------------
WEIGHTED WEIGHTED
INCOME AVERAGE SHARES PER-SHARE INCOME AVERAGE SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
----------- -------------- --------- ----------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Income before extraordinary items...... $27,620 $ 22,430
Less preferred stock dividends......... (135) (135)
------- ----------
Basic Earnings Per Share:
Income before extraordinary items per
share available to common
stockholders......................... 27,485 205,310,879 $0.13 22,295 202,418,150 $0.11
===== =====
Effect of Dilutive Securities
Warrants............................... -- 27,421,795 -- 27,415,615
Options................................ -- 5,485,547 -- 5,946,703
Convertible Preferred Stock............ 135 1,101,338 135 1,101,338
------- ----------- ---------- -----------
Diluted Earnings Per Share:
Income before extraordinary items per
share available to common
stockholders......................... $27,620 239,319,559 $0.12 $ 22,430 236,881,806 $0.09
======= =========== ===== ========== =========== =====
</TABLE>
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<CAPTION>
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
---------------------------------------- ----------------------------------------
WEIGHTED WEIGHTED
INCOME AVERAGE SHARES PER-SHARE INCOME AVERAGE SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
----------- -------------- --------- ----------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Income before extraordinary items...... $81,910 $52,273
Less preferred stock dividends......... (405) (405)
------- -------
Basic Earnings Per Share:
Income before extraordinary items per
share available to common
stockholders......................... 81,505 204,627,009 $0.40 51,868 189,522,496 $0.27
===== =====
Effect of Dilutive Securities
Warrants............................... -- 27,422,429 -- 39,930,660
Options................................ -- 5,945,901 -- 5,131,704
Convertible Preferred Stock............ 405 1,101,338 405 1,101,338
------- ----------- ------- -----------
Diluted Earnings Per Share:
Income before extraordinary items per
share available to common
stockholders......................... $81,910 239,096,677 $0.34 $52,273 235,686,198 $0.22
======= =========== ===== ======= =========== =====
</TABLE>
7
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000
(UNAUDITED)
5. ENTRAVISION COMMUNICATIONS CORPORATION ("ENTRAVISION")
On August 2, 2000, Univision Communications Inc. converted its $120,000,000
convertible promissory note of Entravision into an approximate 20% equity
interest in Entravision. The stock began trading on the New York Stock Exchange
on August 2, 2000. Furthermore, on August 2, 2000, in connection with
Entravision's initial public offering, the Company invested an additional
$100,000,000 to purchase an additional approximately 6% equity interest in
Entravision. Consequently, as of August 7, 2000, the Company had an aggregate
investment in Entravision of $220,000,000, representing an approximate 26%
equity interest. On August 9, 2000, the underwriters of Entravision's initial
public offering exercised their option to purchase an additional 6,900,000
shares of Entravision stock, which lowered the Company's equity interest in
Entravision to approximately 25%. Subsequently, the Company has purchased
additional shares of Entravision stock in the open market and at September 30,
2000, had an investment of approximately $304,000,000, representing an
approximate 29% equity interest. The Company provided the funding for the
Entravision transactions through August 7, 2000 by borrowings aggregating
$120,000,000 from its bank credit facilities and the remainder with cash from
operations. The Company provided approximately $82,000,000 for the purchases of
Entravision stock in the open market primarily from its bank credit facilities.
Since September 30, 2000, the Company has acquired additional shares in the open
market, bringing its investment in Entravision, as of November 6, 2000, to
approximately $330,000,000, representing an equity interest of approximately
30%.
6. STOCK SPLIT
The Company declared a two-for-one stock split that became effective
August 11, 2000. All references to the Company's number of shares and per-share
data amounts have been restated for all periods presented.
7. ASK JEEVES EN ESPANOL JOINT VENTURE
On August 31, 2000, Ask Jeeves-TM-, Inc., a leading provider of question
answering technologies and services, and the Company announced a joint venture
to create Ask Jeeves en Espanol to serve the world's diverse Spanish-speaking
population. The partnership will create a Spanish-language version of
Ask.com-TM- to provide the Internet's more than 27 million Spanish-speaking
users with the same natural language and intuitive online experience that more
than 44 million users of Ask Jeeves' technology have grown to depend on. Ask
Jeeves en Espanol also plans to launch Ask Jeeves Business Solutions for the
growing number of companies moving online to serve the Spanish-speaking world.
Ask Jeeves en Espanol will be equally owned by Ask Jeeves and the Company and
will be accounted for under the equity method. The Company invested $40,000,000
in the Ask Jeeves en Espanol joint venture by borrowings from its revolving
credit facility.
8. COCOROJO, L.L.C. JOINT VENTURE
On August 16, 2000, a joint venture between Univision Online, Inc. and
Fingerhut Companies Inc. ("the Members") formed Cocorojo L.L.C. The Members
intend to create, own, manage, and operate an Internet web site primarily to
conduct e-commerce and online direct marketing. Under the terms of the
agreement, the Members have approximately equal interests in the joint venture
and will share profits and losses equally. Currently, the joint venture operates
through Fingerhut's existing web site; however, upon
8
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UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000
(UNAUDITED)
8. COCOROJO, L.L.C. JOINT VENTURE (CONTINUED)
achievement of certain revenue levels the agreement allows the Members to
develop and build a self-contained web site. The agreement has a total capital
expenditure limitation of $6,000,000 for the construction of the web site,
should it occur, that will be shared equally among the Members. At
September 30, 2000, the Company had contributed $300,000 to the joint venture
which will be accounted for under the equity method.
9. SUBSEQUENT EVENT
On October 13, 2000, the Company entered into a temporary credit agreement
with BNP Paribas and the Chase Manhattan Bank that expires on December 29, 2000.
The agreement will allow the Company to borrow a total of $100,000,000 above its
existing credit facility. The Company entered into the temporary credit
agreement to expand its existing credit facility in order to borrow for general
business purposes. Under the agreement, the applicable interest rate margin on
Eurodollar (Libor) loans will be 1.50% per annum. As of November 6, 2000, the
Company has not borrowed against this new facility. The Company is currently
negotiating a new credit facility with a consortium of banks that will expand
and replace its existing and temporary credit agreements. The Company expects to
finalize the new credit agreement prior to December 31, 2000.
9
<PAGE>
PART I, ITEM 2
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
FORM 10-Q
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The major assets of the Company are its investments in UTG and the Network,
from which substantially all of its revenues are derived. UTG's net revenues are
derived from 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 Network's affiliates, 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.
"Broadcast cash flow" is defined as operating income plus depreciation and
amortization and corporate charges, which are corporate costs that would be
duplicated and therefore eliminated if the Company were acquired by another
broadcasting company. "EBITDA" is defined as earnings before interest, taxes,
depreciation and amortization, and non-recurring charges and is the sum of
operating income plus depreciation and amortization. The Company has included
broadcast cash flow and EBITDA data because such data are commonly used as a
measure of performance for broadcast companies and are also used by investors to
measure a Company's ability to service debt. Broadcast cash flow and EBITDA are
not, and should not be used as, indicators of or alternatives to operating
income, net income or cash flow as reflected in the consolidated financial
statements, are not a measure of financial performance under generally accepted
accounting principles and should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with generally
accepted accounting principles.
NINE MONTHS ENDED SEPTEMBER 30, 2000 ("2000"), COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1999 ("1999")
REVENUES. Net revenues were $624,605,000 in 2000 compared to $487,772,000
in 1999, an increase of $136,833,000 or 28.1%. The Network accounted for
$63,236,000 or 46.2% of the increase, and the O&Os and Galavision accounted for
$63,231,000 or 46.2% and $10,366,000 or 7.6%, respectively. The Network's
increase is due primarily to an increase of approximately 24% in the average
price of advertising spots and an increase in volume of approximately 8%. The
O&Os' increase, on a same-station basis, after adjusting for the March 31, 1999,
sale of the Albuquerque station, would have been $63,696,000. This increase at
the O&Os is due primarily to an increase of approximately 4% in the number of
spots sold and a 14% increase in the price for advertising spots. While there
were increases at all the O&Os, the primary increases were derived from the Los
Angeles, Miami, New York, San Francisco and Dallas stations.
EXPENSES. Direct operating expenses, which include corporate charges of
$273,000 and $235,000 in 2000 and 1999, respectively, increased to $225,343,000
in 2000 from $173,443,000 in 1999, an increase of $51,900,000 or 29.9%. License
fees paid or payable, under the Company's Program License Agreements, to
Televisa and Venevision increased by $20,869,000 as a result of higher net
revenues. The new programs A QUE NO TE ATREVES increased programming costs by
$2,743,000 and purchased novelas increased programming costs by $1,334,000. The
increase in all other programming costs associated with entertainment programs
and movies was $4,651,000. Sports-related programming costs increased by
$1,548,000, which includes approximately $1,179,000 related to REPUBLICA
DEPORTIVA and $1,525,000 related to Mexican League Soccer, Road to the World Cup
Soccer and the Gold Cup 2000 soccer games. These increases in sports-related
programming costs were offset by the elimination of costs related to the 1999
Pan American Games of $1,677,000. News costs increased by $8,527,000, which
includes $1,232,000 of costs for the new
10
<PAGE>
program ULTIMA HORA, $1,245,000 of costs for increased airings of AQUI Y AHORA
and $1,666,000 of cost increases due to the addition of early morning news at
the Los Angeles station, morning news at the New York and Miami stations and
weekend news at the Dallas, San Francisco, Chicago and San Antonio stations.
Technical costs increased by $3,085,000 due in part to the support required for
increased news programming and higher repair and maintenance costs. The Internet
start-up costs in direct operating expenses were $9,143,000. As a percentage of
net revenues, direct operating expenses increased from 35.6% in 1999 to 36.1% in
2000.
Selling, general and administrative expenses, which include corporate
charges of $10,300,000 and $9,501,000 in 2000 and 1999, respectively, increased
to $169,185,000 in 2000 from $135,553,000 in 1999, an increase of $33,632,000 or
24.8%. The increase is due in part to selling costs of $7,192,000 resulting from
higher sales, $4,273,000 related to employee benefits and other compensation,
$3,886,000 of costs associated with Univision's national advertising campaign,
$2,000,000 related to an executive resignation and $11,099,000 of Internet
start-up costs. These increases were offset by a decrease in costs related to
community affairs of $2,000,000. As a percentage of net revenues, selling,
general and administrative expenses decreased from 27.8% in 1999 to 27.1% in
2000.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased to
$49,347,000 in 2000 from $46,190,000 in 1999, an increase of $3,157,000 or 6.8%.
The increase is due to an increase in depreciation related to increased capital
expenditures that was partially offset by a decrease in goodwill amortization.
OPERATING INCOME. As a result of the above factors, operating income
increased to $180,730,000 in 2000 from $132,586,000 in 1999, an increase of
$48,144,000 or 36.3%. As a percentage of net revenues, operating income
increased from 27.2% in 1999 to 28.9% in 2000.
INTEREST EXPENSE. Interest expense decreased to $20,651,000 in 2000 from
$21,277,000 in 1999, a decrease of $626,000 or 2.9%. The decrease is due
primarily to lower bank borrowings during most of the nine months ended
September 30, 2000, offset in part by higher interest rates during 2000 as
compared to 1999.
PROVISION FOR INCOME TAXES. In 2000, the Company reported an income tax
provision of $77,075,000, representing $70,755,000 of current tax expense and
$6,320,000 of deferred tax expense. In 1999, the Company reported an income tax
provision of $57,550,000, representing $52,966,000 of current tax expense and
$4,584,000 of deferred tax expense. The total effective tax rate was 48.5% in
2000 and 52.4% in 1999. The Company's effective tax rate of 48.5% for 2000 is
lower than the 52.4% for 1999 since the Company's relatively fixed permanent
non-deductible tax differences have a smaller effect as book pre-tax income
increases.
NET INCOME. As a result of the above factors, net income in 2000 was
$81,910,000 compared to $49,662,000 in 1999, an increase of $32,248,000 or
64.9%. On a comparable basis, excluding the, net of tax, extraordinary loss on
extinguishment of debt of $2,611,000 and Internet start-up costs of $206 in 1999
and Internet start-up costs of $12,785,000 and executive resignation costs of
$1,186,000 in 2000, net income increased by $43,402,000 or 82.7% to $95,881,000
in 2000 from $52,479,000 in 1999. As a percentage of net revenues, net income
increased from 10.2% in 1999 to 13.1% in 2000.
BROADCAST CASH FLOW. Broadcast cash flow increased to $240,650,000 in 2000
from $188,512,000 in 1999, an increase of $52,138,000 or 27.7%. As a percentage
of net revenues, broadcast cash flow decreased from 38.6% in 1999 to 38.5% in
2000.
On a comparable basis, excluding the Internet start-up costs of $20,588,000
in 2000 and $346,000 in 1999 and executive resignation costs of $2,000,000 in
2000, broadcast cash flow increased by $74,380,000 or 39.4% to $263,238,000 in
2000 from $188,858,000 in 1999. As a percentage of net revenues, broadcast cash
flow would have increased from 38.7% in 1999 to 42.1% in 2000.
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CORPORATE CHARGES. Corporate charges increased to $10,573,000 in 2000 from
$9,736,000 in 1999, an increase of $837,000 or 8.6%. The increase is primarily
due to costs associated with compensation and benefits. As a percentage of net
revenues, corporate charges decreased from 2% in 1999 to 1.7% in 2000.
EBITDA. EBITDA increased to $230,077,000 in 2000 from $178,776,000 in 1999,
an increase of $51,301,000 or 28.7%. As a percentage of net revenues, EBITDA
increased from 36.7% in 1999 to 36.8% in 2000.
On a comparable basis, excluding the Internet start-up costs of $20,588,000
in 2000 and $346,000 in 1999 and executive resignation costs of $2,000,000 in
2000, EBITDA increased by $73,543,000 or 41.1% to $252,665,000 in 2000 from
$179,122,000 in 1999. As a percentage of net revenues, EBITDA increased from
36.7% in 1999 to 40.5% in 2000.
THREE MONTHS ENDED SEPTEMBER 30, 2000 ("2000"), COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1999 ("1999")
REVENUES. Net revenues were $211,989,000 in 2000 compared to $177,301,000
in 1999, an increase of $34,688,000 or 20%. The Network accounted for
$15,644,000 or 45.1% of the increase, and the O&Os and Galavision accounted for
$14,794,000 or 42.6% and $4,250,000 or 12.3%, respectively. The Network's
increase is due primarily to an increase of approximately 21% in the average
price of advertising spots and an increase in volume of approximately 3%. The
increase at the O&Os is due primarily to an increase of approximately 10% in the
price for advertising spots, while the number of spots sold remained essentially
flat. While there were increases at all the O&Os, the primary increases were
derived from the Miami, Los Angeles, San Francisco, Dallas and San Antonio
stations.
EXPENSES. Direct operating expenses, which include corporate charges of
$83,000 and $67,000 in 2000 and 1999, respectively, increased to $78,349,000 in
2000 from $61,606,000 in 1999, an increase of $16,743,000 or 27.2%. License fees
paid or payable, under the Company's Program License Agreements, to Televisa and
Venevision increased by $6,266,000 as a result of higher net revenues. The new
program A QUE NO TE ATREVES increased programming costs by $243,000 and all
other programming costs associated with entertainment programs and movies
increased by $2,398,000. Sports-related programming costs decreased by $369,000,
which includes an increase of approximately $1,143,000 related to Mexican League
Soccer and Road to the World Cup Soccer and the Gold Cup 2000 soccer games.
These increases in sports-related programming costs were offset by the
elimination of costs related to the 1999 Pan American Games of $1,677,000. News
costs increased by $3,313,000, which includes $385,000 of costs for the new
program ULTIMA HORA, $599,000 of costs for increased airings of AQUI Y AHORA and
$677,000 of cost increases due to the addition of early morning news at the Los
Angeles station, morning news at the New York and Miami stations and weekend
news at the Dallas, San Francisco, Chicago and San Antonio stations. Technical
costs increased by $920,000 due in part to the support required for increased
news programming and higher repair and maintenance costs. The Internet start-up
costs in direct operating expenses were $3,972,000. As a percentage of net
revenues, direct operating expenses increased from 34.7% in 1999 to 37.0% in
2000.
Selling, general and administrative expenses, which include corporate
charges of $3,759,000 and $3,195,000 in 2000 and 1999, respectively, increased
to $54,945,000 in 2000 from $46,002,000 in 1999, an increase of $8,943,000 or
19.4%. The increase is due in part to selling costs of $2,623,000 resulting from
higher sales, $2,000,000 related to an executive resignation, $627,000 related
to employee benefits and $5,701,000 of Internet start-up costs. These increases
were offset by a decrease in costs related to community affairs of $2,000,000
and other compensation costs of $2,290,000. As a percentage of net revenues,
selling, general and administrative expenses were 25.9% in 1999 and 2000.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased to
$17,160,000 in 2000 from $15,572,000 in 1999, an increase of $1,588,000 or
10.2%. The increase is due to an increase in depreciation related to increased
capital expenditures that was partially offset by a decrease in goodwill
amortization.
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OPERATING INCOME. As a result of the above factors, operating income
increased to $61,535,000 in 2000 from $54,121,000 in 1999, an increase of
$7,414,000 or 13.7%. As a percentage of net revenues, operating income decreased
from 30.5% in 1999 to 29% in 2000.
INTEREST EXPENSE. Interest expense increased to $7,538,000 in 2000 from
$6,630,000 in 1999, an increase of $908,000 or 13.7%. The increase is due
primarily to higher bank borrowings, resulting from the Company's increased
investment in Entravision and contribution to the Ask Jeeves en Espanol joint
venture, as well as higher interest rates during 2000 as compared to 1999.
PROVISION FOR INCOME TAXES. In 2000, the Company reported an income tax
provision of $25,967,000, representing $23,353,000 of current tax expense and
$2,614,000 of deferred tax expense. In 1999, the Company reported an income tax
provision of $24,567,000, representing $23,281,000 of current tax expense and
$1,286,000 of deferred tax expense. The total effective tax rate was 48.5% in
2000 and 52.3% in 1999. The Company's effective tax rate of 48.5% for 2000 is
lower than the 52.3% for 1999 since the Company's relatively fixed permanent
non-deductible tax differences have a smaller effect as book pre-tax income
increases.
NET INCOME. As a result of the above factors, net income in 2000 was
$27,620,000 compared to $22,430,000 in 1999, an increase of $5,190,000 or 23.1%.
On a comparable basis, excluding the, net of tax, Internet start-up costs of
$190 in 1999 and Internet start-up cost of $6,395,000 and executive resignation
costs of $1,186,000 in 2000, net income increased by $12,581,000 or 55.6% to
$35,201,000 in 2000 from $22,620,000 in 1999. As a percentage of net revenues,
net income increased from 12.7% in 1999 to 13% in 2000.
BROADCAST CASH FLOW. Broadcast cash flow increased to $82,537,000 in 2000
from $72,955,000 in 1999, an increase of $9,582,000 or 13.1%. As a percentage of
net revenues, broadcast cash flow decreased from 41.1% in 1999 to 38.9% in 2000.
On a comparable basis, excluding the Internet start-up costs of $9,992,000
in 2000 and $319,000 in 1999 and executive resignation costs of $2,000,000 in
2000, broadcast cash flow increased by $21,255,000 or 29% to $94,529,000 in 2000
from $73,274,000 in 1999. As a percentage of net revenues, broadcast cash flow
increased from 41.3% in 1999 to 44.6% in 2000.
CORPORATE CHARGES. Corporate charges increased to $3,842,000 in 2000 from
$3,262,000 in 1999, an increase of $580,000 or 17.8%. The increase is primarily
due to costs associated with compensation and benefits. As a percentage of net
revenues, corporate charges were 1.8% in 1999 and 2000.
EBITDA. EBITDA increased to $78,695,000 in 2000 from $69,693,000 in 1999,
an increase of $9,002,000 or 12.9%. As a percentage of net revenues, EBITDA
decreased from 39.3% in 1999 to 37.1% in 2000.
On a comparable basis, excluding the Internet start-up costs of $9,992,000
in 2000 and $319,000 in 1999 and executive resignation costs of $2,000,000 in
2000, EBITDA increased by $20,675,000 or 29.5% to $90,687,000 in 2000 from
$70,012,000 in 1999. As a percentage of net revenues, EBITDA increased from
39.5% in 1999 to 42.8% in 2000.
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, Univision
Online and Galavision, totaled $44,584,000 for the nine months ended
September 30, 2000. This amount excludes the capitalized lease obligations of
the Company. In addition to performing normal capital maintenance and replacing
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several towers and antennas, the Company is also in the process of completing
upgrades to its management information systems infrastructure and the build-out
of its television station facilities in Bakersfield and Phoenix. During 2000,
the Company plans to incur approximately $14,000,000 in capital expenditures for
the launch of its Internet business. For the nine months ended September 30,
2000, the Company has incurred $11,213,000 in capital expenditures related to
its Internet business. Furthermore, the Company expects to make an investment in
digital technology totaling approximately $25,000,000 over the next three years.
The normal maintenance capital spending, the cost of certain projects and the
Internet launch will result in capital spending in 2000 of approximately
$80,000,000. The Company expects to fund its capital expenditure requirements
primarily from its operating cash flow and, if necessary, from proceeds
available under its various bank facilities (as defined below).
The Company has a bank facility with a syndicate of commercial banks and
other lenders that consists of a $168,600,000 amortizing term loan (the "Term
Facility") with a final maturity of December 31, 2003, and a $182,500,000
reducing revolving credit facility (the "Revolving Credit Facility") maturing on
the same date. At September 30, 2000, the Company had $176,700,000 outstanding
under its Revolving Credit Facility and the ability to borrow $5,800,000 from
its Revolving Credit Facility.
The Term Facility amortizes quarterly, with $11,700,000 required to be
repaid in December of 2000. The Company was not required to make a quarterly
payment in the first quarter of 2000 due to prepayments it made to the Term
Facility in 1999. For the nine months ended September 30, 2000, the Company paid
the required June 2000 and September 2000 quarterly payments totaling of
$23,400,000 and made an $8,000,000 prepayment against its Term Facility as a
result of its annual "excess cash flow" calculation based on its 1999 operating
results. The payments were funded by cash from operations. The Revolving Credit
Facility has scheduled reductions in availability of $2,500,000 per quarter
during 2000.
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. There are no interest rate
margins applicable to prime rate loans. At September 30, 2000, the interest rate
applicable to the Company's Eurodollar loans was approximately 7.00%, which
includes an interest rate margin cost of 0.35%, and the interest rate applicable
to all prime rate loans was 9.50%.
On October 13, 2000, the Company entered into a temporary credit agreement
with BNP Paribas and the Chase Manhattan Bank that expires on December 29, 2000.
The agreement will allow the Company to borrow a total of $100,000,000 above its
existing credit facility. The Company entered into the temporary credit
agreement to expand its existing credit facility in order to borrow for general
business purposes. Under the agreement, the applicable interest rate margin on
Eurodollar (Libor) loans will be 1.50% per annum. As of November 6, 2000, the
Company has not borrowed against this new facility. The Company is currently
negotiating a new credit facility with a consortium of banks that will expand
and replace its existing and temporary credit agreements. The Company expects to
finalize the new credit agreement prior to December 31, 2000.
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 minimum. Based on the Company's overall interest rate
exposure on its Eurodollar loans at September 30, 2000, a change of 10% in
interest rates would have an impact of approximately $2,400,000 on pre-tax
earnings and pre-tax cash flows over a one-year period.
The Company began advertising UNIVISION.COM nationally on its network during
the third quarter of 2000 and Univision Online plans to begin accepting client
advertising on UNIVISION.COM during the latter part of the fourth quarter of
2000. Due to the uncertainties accompanying the launch of this new business,
management is unable to predict whether or when the Company's online services
will become successful;
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the online operations are expected to produce a loss in 2000 and no assurances
can be given that the Company's online operations will achieve profitability
thereafter.
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 (a) with cash derived from operating cash flow,
proceeds available under the bank facility or proceeds from future debt or
equity offerings, (b) with equity or debt securities of the Company or (c) with
any combination thereof.
As a result of net operating loss carryforwards, tax consequences of the
reorganization of the Company in 1996 and other timing differences, the Company
has available a deferred tax asset of $7,795,000 to offset future taxes payable
arising from operations. In addition, at September 30, 2000, the Company had
$425,100,000 of net remaining intangible assets that will be expensed over the
next 19 years for financial reporting purposes and will not be deductible for
tax purposes.
On August 2, 2000, Univision Communications Inc. converted its $120,000,000
convertible promissory note of Entravision into an approximate 20% equity
interest in Entravision. The stock began trading on the New York Stock Exchange
on August 2, 2000. Furthermore, on August 2, 2000, in connection with
Entravision's initial public offering, the Company invested an additional
$100,000,000 to purchase an additional approximately 6% equity interest in
Entravision. Consequently, as of August 7, 2000, the Company had an aggregate
investment in Entravision of $220,000,000, representing an approximate 26%
equity interest. On August 9, 2000, the underwriters of Entravision's initial
public offering exercised their option to purchase an additional 6,900,000
shares of Entravision stock, which lowered the Company's equity interest in
Entravision to approximately 25%. Subsequently, the Company has purchased
additional shares of Entravision stock in the open market and at September 30,
2000, had an investment of approximately $304,000,000, representing an
approximate 29% equity interest. The Company provided the funding for the
Entravision transactions through August 7, 2000 by borrowings aggregating
$120,000,000 from its bank credit facilities and the remainder with cash from
operations. The Company provided approximately $82,000,000 for the purchases of
Entravision stock in the open market primarily from its bank credit facilities.
Since September 30, 2000, the Company has acquired additional shares in the open
market, bringing its investment in Entravision, as of November 6, 2000, to
approximately $330,000,000, representing an equity interest of approximately
30%.
On August 9, 2000, the Company acquired the Spanish-language broadcast
rights in the U.S. to the 2002 and 2006 Federation Internationale de Football
Association ("FIFA") World Cup soccer championship games and other 2000-2006
FIFA events. A series of payments totaling $150,000,000 are due over the term of
the agreement. In addition to these payments, and consistent with past coverage
of the World Cup Games, the Company will be responsible for all costs associated
with advertising, promotion and broadcast of the World Cup Games, as well as the
production of certain television programming related to the Games. The funds for
these payments are expected to come from income from operations and/or
borrowings from the Company's bank facilities.
On August 16, 2000, a joint venture between Univision Online, Inc. and
Fingerhut Companies Inc. ("the Members") formed Cocorojo L.L.C. The Members
intend to create, own, manage, and operate an Internet web site primarily to
conduct e-commerce and online direct marketing. Under the terms of the
agreement, the Members have approximately equal interest in the joint venture
and will share profits and losses equally. Currently, the joint venture operates
through Fingerhut's existing web site; however, upon achievement of certain
revenue levels the agreement allows the Members to develop and build a
self-contained web site. The agreement has a total capital expenditure
limitation of $6,000,000 for the construction of the web site, should it occur,
that will be shared equally among the Members. At September 30, 2000, the
Company had contributed $300,000 to the joint venture.
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On August 31, 2000, Ask Jeeves-TM-, Inc., a leading provider of question
answering technologies and services, and the Company announced a joint venture
to create Ask Jeeves en Espanol to serve the world's diverse Spanish-speaking
population. The partnership will create a Spanish-language version of
Ask.com-TM- to provide the Internet's more than 27 million Spanish-speaking
users with the same natural language and intuitive online experience that more
than 44 million users of Ask Jeeves' technology have grown to depend on. Ask
Jeeves en Espanol also plans to launch Ask Jeeves Business Solutions for the
growing number of companies moving online to serve the Spanish-speaking world.
Ask Jeeves en Espanol will be equally owned by Ask Jeeves and the Company. The
Company invested $40,000,000 in the Ask Jeeves en Espanol joint venture by
borrowings from its revolving credit facility.
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 oral or written forward-looking statements regarding the
Company's performance or regarding events or developments the Company expects to
occur or anticipates occurring in the future. Information in this report may
contain 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," "plans" or "expects," 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
which use Televisa programming), the potential impact of new technologies,
changes in regional or national economic conditions and regulatory and other
obstacles to making acquisitions. Results actually achieved thus may differ
materially from expected results in these statements.
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PART I
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
ITEM 3. 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.
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UNIVISION COMMUNICATIONS INC.
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.12.4 Fourth Amendment to Credit Agreement dated as of October
10, 2000 to the Credit Agreement dated as of September 26,
1996 among Univision Communications Inc., certain lenders
party thereto, BNP Paribas (as successor-in-interest to
Banque Paribas) and The Chase Manhattan Bank, as Managing
Agents and Chase, as Administrative Agent.
10.12.5 Credit Agreement, dated as of October 13, 2000, among (1)
Univision Communications Inc., a Delaware corporation, (2)
the several banks and other financial institutions from
time to time parties to this Agreement, (3) BNP Paribas,
as Joint Advisor, Joint Lead Arranger and Joint Book
Manager, (4) The Chase Manhattan Bank, a New York banking
corporation, as Joint Advisor, Joint Lead Arranger and
Joint Book Manager, (5) BNP Paribas and Chase, as
arrangers for the lenders hereunder and (6) Chase, as
administrative agent for the Lenders hereunder.
27.1 Financial Data Schedule
(b) Reports on Form 8-K
Form 8K dated August 7, 2000 was filed August 11, 2000. The Company
filed Item 2 (Acquisition of Assets) in connection with its equity
investment in Entravision Communications Corporation.
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UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements 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.
<TABLE>
<S> <C> <C>
UNIVISION COMMUNICATIONS INC.
(Registrant)
By /s/ GEORGE W. BLANK
-----------------------------------------
George W. Blank
November 10, 2000 EXECUTIVE VICE PRESIDENT AND
Los Angeles, California CHIEF FINANCIAL OFFICER
</TABLE>
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